FRANKLIN CUSTODIAN FUNDS INC
497, 1998-12-31
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o  FCF *PA3

                        SUPPLEMENT DATED JANUARY 1, 1999
                              TO THE PROSPECTUS OF
                 FRANKLIN CUSTODIAN FUNDS, INC. - ADVISOR CLASS
                             DATED FEBRUARY 1, 1998


The prospectus is amended as follows:

I.   As of January 1, 1999,  each Fund offers four  classes of shares:  Class A,
     Class B, Class C and Advisor Class.  Before January 1, 1999, Class A shares
     were designated  Class I and Class C shares were  designated  Class II. All
     references in the prospectus to Class I shares are replaced with Class A.

II.  The following  paragraphs  are added under "What Are the Risks of Investing
     in the Fund?" (the  section  "Euro Risk" does not apply to U.S.  Government
     Securities Series):

     YEAR 2000. When evaluating current and potential portfolio positions,  Year
     2000 is one of the factors the investment manager considers.

     The investment  manager will rely upon public filings and other  statements
     made by  companies  about their Year 2000  readiness.  Issuers in countries
     outside the U.S.,  particularly in emerging markets, may not be required to
     make the same level of disclosure  about Year 2000 readiness as is required
     in the U.S. The investment  manager,  of course,  cannot audit each company
     and its major suppliers to verify their Year 2000 readiness.

     If a company in which the Fund is  invested is  adversely  affected by Year
     2000  problems,  it is likely that the price of its  security  will also be
     adversely  affected.  A decrease  in the value of one or more of the Fund's
     portfolio  holdings  will have a similar  impact on the price of the Fund's
     shares.  Please see "Year 2000  Problem"  under "Who Manages the Fund?" for
     more information.

     EURO RISK. On January 1, 1999,  the European  Monetary Union (EMU) plans to
     introduce a new single currency,  the euro, which will replace the national
     currency for participating member countries.  If the Fund holds investments
     in countries with currencies  replaced by the euro, the investment process,
     including trading, foreign exchange, payments,  settlements, cash accounts,
     custody and accounting will be impacted.

     The process to establish  the euro may result in market  volatility.  It is
     not possible to predict the impact of the euro on the business or financial
     condition  of  European  issuers  or on the Fund.  The  transition  and the
     elimination  of currency  risk among EMU  countries may change the economic
     environment and behavior of investors, particularly in European markets. To
     the extent  the Fund  holds  non-U.S.  dollar  (euro or other)  denominated
     securities,  it will still be exposed to currency risk due to  fluctuations
     in those currencies versus the U.S. dollar.

     Resources has created an interdepartmental  team to handle all euro-related
     changes  to enable the  Franklin  Templeton  Funds to process  transactions
     accurately and completely with minimal  disruption to business  activities.
     While  there  can be no  assurance  that  the Fund  will  not be  adversely
     affected,  the investment  manager and its affiliated service providers are
     taking steps that they believe are reasonably  designed to address the euro
     issue.

III. Under the section "Who Manages the Fund?",

     (a) the  section  "Management  Team -  Income  Series"  is  revised  to add
     Frederick G. Fromm to the management team,  effective  January 1998, and to
     add the following:

     Frederick G. Fromm
     Portfolio Manager of Advisers

     Mr.  Fromm holds a Bachelor of Arts degree in Business  Economics  from the
     University  of  California,  Santa  Barbara.  He has been with the Franklin
     Templeton Group since 1992.

     (b) and the following is added after the "Administrative Services" section:

     YEAR 2000 PROBLEM.  The Fund's  business  operations  depend on a worldwide
     network of computer systems that contain date fields,  including securities
     trading  systems,  securities  transfer  agent  operations and stock market
     links.  Many  of the  systems  currently  use a two  digit  date  field  to
     represent the date, and unless these systems are changed or modified,  they
     may not be able to  distinguish  the Year 1900 from the Year 2000 (commonly
     referred to as the Year 2000 problem). In addition,  the fact that the Year
     2000 is a non-standard leap year may create difficulties for some systems.

     When the Year  2000  arrives,  the  Fund's  operations  could be  adversely
     affected  if the  computer  systems  used by the  investment  manager,  its
     service  providers  and other third  parties it does  business with are not
     Year 2000 ready. For example,  the Fund's  portfolio and operational  areas
     could be impacted,  including  securities  trade  processing,  interest and
     dividend  payments,   securities  pricing,  shareholder  account  services,
     reporting,   custody  functions  and  others.  The  Fund  could  experience
     difficulties in effecting transactions if any of its foreign subcustodians,
     or if  foreign  broker-dealers  or foreign  markets  are not ready for Year
     2000.

     The investment  manager and its affiliated  service  providers are making a
     concerted  effort to take steps they  believe  are  reasonably  designed to
     address their Year 2000 problems.  Of course,  the Fund's ability to reduce
     the effects of the Year 2000 problem is also very much  dependent  upon the
     efforts of third parties over which the Fund and the investment manager may
     have no control.

IV.  Under "How Is the Fund  Organized?",  the first  paragraph is replaced with
     the following:

     Each  Fund  is  a  diversified  series  of  Custodian  Funds,  an  open-end
     management  investment  company,  commonly called a mutual fund.  Custodian
     Funds was incorporated  under the laws of Delaware in 1947,  reincorporated
     under the laws of Maryland in 1979,  and is  registered  with the SEC. Each
     Fund offers four classes of shares:  Growth Series - Class A, Growth Series
     - Class B,  Growth  Series - Class C and  Growth  Series -  Advisor  Class;
     Income  Series - Class A, Income  Series - Class B, Income Series - Class C
     and Income Series - Advisor  Class;  U.S.  Government  Securities  Series -
     Class A,  U.S.  Government  Securities  Series - Class B,  U.S.  Government
     Securities Series - Class C and U.S. Government Securities Series - Advisor
     Class;  and  Utilities  Series  - Class  A,  Utilities  Series  - Class  B,
     Utilities Series - Class C and Utilities Series - Advisor Class. Additional
     series and classes of shares may be offered in the future.

V.   In step 2 under "How Do I Buy Shares?  - Opening Your Account," the minimum
     investment to add to your account is changed from $25 to $50.

VI.  In the chart  under "How Do I Buy  Shares?  - Opening  Your  Account,"  the
     section "By Phone" is deleted.

VII. The section "How Do I Buy Shares in  Connection  with  Retirement  Plans?",
     found under "How Do I Buy Shares?", is replaced with the following:

     HOW DO I BUY SHARES IN CONNECTION WITH RETIREMENT PLANS?

     Your  individual or  employer-sponsored  retirement  plan may invest in the
     Fund. Plan documents are required for all retirement  plans.  Trust Company
     can provide the plan documents for you and serve as custodian or trustee.

     Trust  Company  can  provide  you  with  brochures   containing   important
     information about its plans. These plans require separate  applications and
     their policies and procedures may be different than those described in this
     prospectus. For more information, including a free retirement plan brochure
     or application, please call Retirement Plan Services.

     Please  consult  your  legal,  tax or  retirement  plan  specialist  before
     choosing a retirement plan. Your investment  representative  or advisor can
     help you make investment decisions within your plan.

VIII.In the section "Exchange  Restrictions," found under "May I Exchange Shares
     for Shares of Another Fund?",

     (a) the second item is replaced with the following:

     o    Generally  exchanges may only be made between  identically  registered
          accounts,  unless  you  send  written  instructions  with a  signature
          guarantee.  You may,  however,  exchange  shares  from a Fund  account
          requiring two or more signatures into an identically  registered money
          fund account requiring only one signature for all transactions. PLEASE
          NOTIFY US IN WRITING IF YOU DO NOT WANT THIS OPTION TO BE AVAILABLE ON
          YOUR ACCOUNT. Additional procedures may apply. Please see "Transaction
          Procedures and Special Requirements."

     (b) and the following new item is added:

     o    You must meet the applicable minimum investment amount of the fund you
          are exchanging into, or exchange 100% of your Fund shares.

IX.  In the "By Phone" section of the chart under "How Do I Sell Shares?",

     (a) the first bulleted item is replaced with the following:

     o    If the request is $100,000 or less.  Institutional accounts may exceed
          $100,000  by  completing  a  separate  agreement.  Call  Institutional
          Services to receive a copy.

     (b) and the third bulleted item is deleted.

X.   Distribution  option 3 in the section "What  Distributions  Might I Receive
     From the Fund? - Distribution Options" is replaced with the following:

     3.  RECEIVE  DISTRIBUTIONS  IN CASH - You may  receive  dividends,  or both
     dividend and capital gain distributions in cash. If you have the money sent
     to another  person or to a  checking  or  savings  account,  you may need a
     signature  guarantee.  If you  send  the  money to a  checking  or  savings
     account, please see "Electronic Fund Transfers" under "Services to Help You
     Manage Your Account."

XI.  Under "Transaction Procedures and Special Requirements,"

     (a) the section "Joint Accounts" is replaced with the following:

     JOINT ACCOUNTS.  For accounts with more than one registered owner, the fund
     accepts written  instructions signed by only one owner for transactions and
     account  changes  that  could  otherwise  be made by  phone.  For all other
     transactions and changes, all registered owners must sign the instructions.

     Please  keep in mind  that if you have  previously  told us that you do not
     want telephone exchange or redemption  privileges on your account,  then we
     can only accept written  instructions  to exchange or redeem shares if they
     are signed by all registered owners on the account.

     (b) the  reference  to $50,000 in the  section  "Signature  Guarantees"  is
     replaced with $100,000.

     (c) the section  "Trust  Company  Retirement  Plan  Accounts,"  found under
     "Telephone Transactions", is deleted.

     (d) and the  section  "Keeping  Your  Account  Open" is  replaced  with the
     following:

     KEEPING YOUR ACCOUNT OPEN

     Due to the  relatively  high cost of  maintaining a small  account,  we may
     close your  account if the value of your shares is less than $250,  or less
     than $50 for employee  accounts.  We will only do this if the value of your
     account fell below this amount because you voluntarily sold your shares and
     your  account  has  been   inactive   (except  for  the   reinvestment   of
     distributions)  for at least six months.  Before we close your account,  we
     will notify you and give you 30 days to increase  the value of your account
     to $1,000,  or $100 for employee  accounts.  These minimums do not apply to
     IRAs,  accounts  managed by the  Franklin  Templeton  Group,  the  Franklin
     Templeton Profit Sharing 401(k) Plan, the series of Franklin Templeton Fund
     Allocator Series, or certain defined contribution plans that qualify to buy
     shares with no minimum initial investment requirement.

XII. In the section "Services to Help You Manage Your Account":

     (a) the second sentence under "Automatic  Investment Plan" is replaced with
     the following:

     Under the plan,  you can have  money  transferred  automatically  from your
     checking  or  savings  account  to the Fund  each  month to buy  additional
     shares.

     (b) the second  paragraph under  "Systematic  Withdrawal  Plan" is replaced
     with the following:

     If you  would  like to  establish  a  systematic  withdrawal  plan,  please
     complete the systematic  withdrawal plan section of the account application
     included  with this  prospectus  and indicate how you would like to receive
     your payments. You may choose to direct your payments to buy the same class
     of  shares  of  another  Franklin  Templeton  Fund or have the  money  sent
     directly to you, to another person, or to a checking or savings account. If
     you choose to have the money sent to a checking or savings account,  please
     see "Electronic Fund Transfers" below.  Once your plan is established,  any
     distributions  paid by the Fund will be  automatically  reinvested  in your
     account.

     (c) and the  following  new section is added after the section  "Systematic
     Withdrawal Plan":

     ELECTRONIC FUND TRANSFERS

     You may choose to have dividend and capital gain  distributions or payments
     under a systematic  withdrawal  plan sent directly to a checking or savings
     account.  If the  account is with a bank that is a member of the  Automated
     Clearing House, the payments may be made  automatically by electronic funds
     transfer. If you choose this option, please allow at least fifteen days for
     initial processing.  We will send any payments made during that time to the
     address of record on your account.

XIII.In the "Useful Terms and Definitions"  section, the definition of "Class I,
     Class II and Advisor Class" is replaced with the following:

     CLASS A, CLASS B, CLASS C AND ADVISOR CLASS - Each Fund offers four classes
     of shares,  designated "Class A," "Class B," "Class C" and "Advisor Class."
     The four classes have proportionate interests in the Fund's portfolio. They
     differ, however, primarily in their sales charge and expense structures.


                Please keep this supplement for future reference.






o  FCF *SAA

                        SUPPLEMENT DATED JANUARY 1, 1999
                  TO THE STATEMENT OF ADDITIONAL INFORMATION OF
                 FRANKLIN CUSTODIAN FUNDS, INC. - ADVISOR CLASS
                             DATED FEBRUARY 1, 1998


The Statement of Additional Information is amended as follows:

I.   As of January 1, 1999,  each Fund offers four  classes of shares:  Class A,
     Class B, Class C and Advisor Class.  Before January 1, 1999, Class A shares
     were designated  Class I and Class C shares were  designated  Class II. All
     references in the Statement of Additional Information to Class I shares are
     replaced with Class A.

II.  The first  sentence in the section  "Additional  Information  on Exchanging
     Shares," found under "How Do I Buy, Sell and Exchange Shares?", is replaced
     with the following:

     If you request the  exchange of the total value of your  account,  declared
     but  unpaid  income  dividends  and  capital  gain  distributions  will  be
     reinvested in the Fund and  exchanged  into the new fund at Net Asset Value
     when paid.

III. Under "Miscellaneous Information," the following is added:

     The Information  Services & Technology division of Resources  established a
     Year  2000  Project  Team in 1996.  This  team  has  already  begun  making
     necessary  software  changes to help the computer  systems that service the
     Fund and its shareholders to be Year 2000 compliant. After completing these
     modifications,  comprehensive tests are conducted in one of Resources' U.S.
     test  labs to  verify  their  effectiveness.  Resources  continues  to seek
     reasonable  assurances from all major hardware,  software or  data-services
     suppliers  that  they  will be  Year  2000  compliant  on a  timely  basis.
     Resources  is also  beginning  to  develop a  contingency  plan,  including
     identification  of those mission critical systems for which it is practical
     to develop a  contingency  plan.  However,  in an  operation as complex and
     geographically  distributed as Resources' business, the alternatives to use
     of normal systems,  especially  mission  critical  systems,  or supplies of
     electricity or long distance voice and data lines are limited.

IV.  In the "Useful Terms and Definitions"  section, the definition of "Class I,
     Class II and Advisor Class" is replaced with the following:

     CLASS A, CLASS B, CLASS C AND ADVISOR CLASS - Each Fund offers four classes
     of shares,  designated "Class A," "Class B," "Class C" and "Advisor Class."
     The four classes have proportionate interests in the Fund's portfolio. They
     differ, however, primarily in their sales charge and expense structures.


                Please keep this supplement for future reference.





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