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Letterhead of
The Franklin Life Insurance Company
#1 Franklin Square
Springfield, Illinois 62713
(217) 528-2011
May 5, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: 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. 41 to the Fund's
Registration Statement on Form N-3, which was filed electronically with the
Securities and Exchange Commission on April 30, 1998.
If you have any questions about this filing, please contact the undersigned
at (800) 528-2011, extension 2759.
Very truly yours,
/s/ Elizabeth E. Arthur
Elizabeth E. Arthur
Director and
Associate General Counsel
VIA EDGAR
