41SELL

                          SUPPLEMENT DATED MAY 31, 1996
                              TO THE PROSPECTUS OF
                   FRANKLIN LATE DAY MONEY MARKET PORTFOLIO
                          INSTITUTIONAL FIDUCIARY TRUST
                             DATED NOVEMBER 1, 1995

Effective June 1, 1996, the Franklin Late Day Money Market Portfolio will not
accept any orders for the purchase of its shares.



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