FRANKLIN CALIFORNIA TAX FREE TRUST
497, 1998-12-31
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o  CAT *P

                            SHARE CLASS REDESIGNATION
                            EFFECTIVE JANUARY 1, 1999

                           Class A - Formerly Class I
                           Class C - Formerly Class II


                        SUPPLEMENT DATED JANUARY 1, 1999
                              TO THE PROSPECTUS OF
                       FRANKLIN CALIFORNIA TAX-FREE TRUST
                             DATED NOVEMBER 1, 1998

The prospectus is amended as follows:

I. As of  January 1, 1999,  Class I shares are  designated  Class A and Class II
shares are  designated  Class C. All  references  in the  prospectus  to Class I
shares  are  replaced  with Class A, and all  references  to Class II shares are
replaced with Class C.

II. The  following  paragraph is added under "What Are the Risks of Investing in
the Funds?":

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

The manager will rely upon public filings and other  statements  made by issuers
about their Year 2000  readiness.  The  manager,  of course,  cannot  audit each
issuer and its major suppliers to verify their Year 2000 readiness.

If an issuer in which a 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 a 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 Funds?" for more information.

III. The following replaces the section "Year 2000 Issue" under "Who Manages the
Funds?":

YEAR 2000 PROBLEM.  The funds' 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 funds' operations could be adversely affected if
the computer systems used by the manager,  its service providers and other third
parties it does business with are not Year 2000 ready.  For example,  the funds'
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 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 funds' ability to reduce the effects of the Year 2000
problem is also very much dependent upon the efforts of third parties over which
the funds and the manager may have no control.

IV. The section of the chart labeled  "Insured Fund - Class I," found under "How
Do I Buy  Shares?  - Insured  and  Intermediate  Funds - Purchase  Price of Fund
Shares," is replaced with the following:

                                TOTAL SALES CHARGE         AMOUNT PAID TO
                                AS A PERCENTAGE OF           TO DEALER
                           ----------------------------        AS A
AMOUNT OF PURCHASE          OFFERING        NET AMOUNT     PERCENTAGE OF
AT OFFERING PRICE             PRICE          INVESTED      OFFERING PRICE
- -----------------------------------------------------------------------------
INSURED FUND - CLASS A
Under $100,000                4.25%            4.44%          4.00%
$100,000 but less than        3.50%            3.63%          3.25%
$250,000
$250,000 but less than        2.50%            2.56%          2.25%
$500,000
$500,000 but less than        2.00%            2.04%          1.85%
$1,000,000
$1,000,000 or more*           None             None           None

V. In the section "Sales Charge  Waivers,"  found under "How Do I Buy Shares?  -
Insured and  Intermediate  Funds - Sales Charge  Reductions  and  Waivers,"  the
second waiver category is replaced with the following:

2.   Redemption proceeds from the sale of shares of any Franklin Templeton Fund.
     The  proceeds  must be  reinvested  in the  same  class of  shares,  except
     proceeds  from the sale of Class B  shares  will be  reinvested  in Class A
     shares.

     If you paid a Contingent  Deferred  Sales Charge when you sold your Class A
     or C shares,  we will credit your account with the amount of the Contingent
     Deferred Sales Charge paid but a new Contingent  Deferred Sales Charge will
     apply. For Class B shares reinvested in Class A, a new Contingent  Deferred
     Sales  Charge will not apply,  although  your  account will not be credited
     with the amount of any Contingent  Deferred Sales Charge paid when you sold
     your Class B shares.

     Proceeds  immediately  placed in a Franklin  Bank CD also may be reinvested
     without a front-end  sales charge if you reinvest them within 365 days from
     the date the CD matures, including any rollover.

     This  waiver  does not apply to shares you buy and sell under our  exchange
     program. Shares purchased with proceeds from a money fund may be subject to
     a sales charge.

VI. The third item in the section  "Exchange  Restrictions,"  found under "May I
Exchange Shares for Shares of Another Fund?", 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."

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

VIII. 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 funds
accept  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) and the  reference  to  $50,000 in the  section  "Signature  Guarantees"  is
replaced with $100,000.

IX. In the section  "Services to Help You Manage Your  Account -  TeleFACTS(R),"
the third bulleted item is replaced with the following:

o    exchange  shares  (within the same class)  between  identically  registered
     Franklin Templeton Class A, B or C accounts; and

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

CLASS A, CLASS B AND CLASS C - The  Insured  Fund  offers two classes of shares,
designated "Class A" and "Class C." The two classes have proportionate interests
in the fund's portfolio.  They differ, however,  primarily in their sales charge
structures and Rule 12b-1 plans.  Shares of the Intermediate and Money funds are
considered Class A shares for redemption,  exchange and other purposes.  Certain
funds in the Franklin  Templeton  Funds also offer a class of shares  designated
"Class B."


                Please keep this supplement for future reference.





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