<PAGE>
Letterhead of
The Franklin Life Insurance Company
#1 Franklin Square
Springfield, Illinois 62713
(217) 528-2011
May 6, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The Franklin Life Variable Annuity Fund B
(1933 Act Registration No. 2-38502)
1940 Act Registration No. 811-2110)
--------------------------------------
Ladies and Gentlemen:
On behalf of Franklin Life Variable Annuity Fund B, a registered
investment company (the "Fund"), and in lieu of filing the Fund's Prospectus
and Statement of Additional Information under Rule 497(c) under the
Securities Act of 1933, as amended, I hereby certify pursuant to Rule 497(j)
that the forms of Prospectus and Statement of Additional Information that
would have been filed under Rule 497(c) would not have differed from the
Prospectus and Statement of Additional Information contained in
Post-Effective Amendment No. 38 to the Fund's Registration Statement on
Form N-3, which was filed electronically with the Securities and Exchange
Commission on April 30, 1996.
If you have any questions about this filing, please contact the
undersigned at (217) 528-2011.
Very truly yours,
/s/ Stephen P. Horvat, Jr.
Stephen P. Horvat, Jr.
Senior Vice President,
General Counsel and Secretary
VIA EDGAR
