FRANKLIN TEMPLETON GLOBAL TRUST
497, 1995-03-20
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TFS-P
                  SUPPLEMENT TO THE PROSPECTUS
                       DATED MARCH 1, 1995
 (each as previously supplemented February 1, 1995 and as may be
                further amended and supplemented)

                    Age High Income Fund Fund
                      Dated October 1, 1994
             Franklin Balance Sheet Investment Fund
                       Dated March 1, 1995
         Franklin California Tax-Free Income Fund, Inc.
                      Dated August 1, 1994
        Franklin California Insured Tax-Free Income Fund
                     Dated November 1, 1994
Franklin California Intermediate-Term Tax-Free Income Fund, Dated
                        November 1, 1994
                 Franklin Custodian Funds, Inc.
 (FCF - Growth, Utilities, DynaTech, Income And U.S. Government
                       Securities Series)
    and the separate prospectuses for Income Series and U.S.
                  Government Securities Series
                   All Dated February 1, 1995
                      Franklin Equity Fund
       Dated November 1, 1994, as Amended January 19, 1995
              Franklin Federal Tax-Free Income Fund
                     Dated September 1, 1994
                       Franklin Gold Fund
                     Dated December 1, 1994
                  Franklin Pacific Growth Fund
                       Dated March 1, 1995
               Franklin International Equity Fund
                       Dated March 1, 1995
             Franklin Global Government Income Fund
                       Dated March 1, 1995
  Franklin Short-Intermediate U.S. Government Securities Fund,
                       Dated March 1, 1995
              Franklin Convertible Securities Fund
                       Dated March 1, 1995
       Franklin Adjustable U.S. Government Securities Fund
                       Dated March 1, 1995
                   Franklin Equity Income Fund
                       Dated March 1, 1995
            Franklin Adjustable Rate Securities Fund
                       Dated March 1, 1995
           Franklin Corporate Qualified Dividends Fund
                     Dated February  1, 1995
                 Franklin Rising Dividends Fund
                     Dated February 1, 1995
              Franklin Investment Grade Income Fund
                     Dated February 1, 1995
               Franklin Municipal Securities Trust
(Hawaii, Washington, Tennessee and Arkansas Municipal Bond Funds)
                      Dated October 1, 1994
          Franklin California High Yield Municipal Fund
                      Dated October 1, 1994
          Franklin New York Tax-Free Income Fund, Inc.
                      Dated October 1, 1994
         Franklin New York Insured Tax-Free Income Fund
                        Dated May 1, 1994
    Franklin New York Intermediate-Term Tax Free Income Fund
                        Dated May 1, 1994
                     Franklin Partners Funds
     (FPF - Franklin Tax-Advantaged International Bond, U.S.
     Government Securities and High Yield Securities Funds)
         Dated May 1, 1994, as Amended October 21, 1994
                  Franklin Premier Return Fund
         Dated May 1, 1994, As Amended September 8, 1994
              Franklin Real Estate Securities Fund
                     Dated September 1, 1994
              Franklin Strategic Mortgage Portfolio
                     Dated February 1, 1995
                 Franklin California Growth Fund
      Dated September 1, 1994, as Amended November 11, 1994
                 Franklin Strategic Income Fund
                     Dated December 30, 1994
                 Franklin Global Utilities Fund
                     Dated September 1, 1994
                 Franklin Small Cap Growth Fund
                     Dated September 1, 1994
       Franklin Federal Intermediate Tax-Free Income Fund
        Dated July 1, 1994, as amended September 30, 1994
                     Franklin Tax Free Trust
    (TF1 - Insured, Massachusetts Insured, Michigan Insured,
  Minnesota Insured, Ohio Insured, Arizona Insured and Florida
                 Insured Tax-Free Income Funds)
                       Dated July 1, 1994,
(TF2 - Alabama, Florida, Georgia, Kentucky, Louisiana, Maryland,
  Missouri, North Carolina, Texas and Virginia Tax-Free Income
                             Funds)
         Dated July 1, 1994, As Amended October 4, 1994
(TF3 - Arizona, Colorado, Connecticut, Indiana, New Jersey, Ohio,
Oregon, Pennsylvania, Puerto Rico and High Yield Tax-Free Income
                             Funds)
         Dated July 1, 1994, As Amended October 4, 1994
         Franklin Templeton German Government Bond Fund
                       Dated March 1, 1995
         Franklin Templeton International Currency Funds
          (Global, High and High Income Currency Funds)
                       Dated March 1, 1995


During the period March 1, 1995 through April 30, 1995, the
securities firm of TFS Securities, Inc., ("TFS") will receive the
full front-end sales commission with respect to purchases
originated by TFS, from Franklin Templeton Distributors, Inc.,
the principal underwriter for the above funds.


FRANKLIN TEMPLETON GERMAN GOVERNMENT BOND FUND
PROSPECTUS
MARCH 1, 1995
777 MARINERS ISLAND BLVD., P.O. BOX 7777
SAN MATEO, CA 94403-7777  1-800/DIAL BEN

This Prospectus pertains to the Franklin Templeton German
Government Bond Fund (the "Fund"), a non-diversified series of
Franklin Templeton Global Trust (the "Trust"), formerly known as
the Huntington Funds, an open-end management investment company
consisting of four separate series. The Fund's investment
objective is to seek, over the long term, total return through
investment in a managed portfolio of German government bonds.
Total return consists of a combination of interest income,
capital appreciation and currency gains.

This Prospectus is intended to set forth in a clear and concise
manner information about the Fund that a prospective investor
should know before investing. After reading the Prospectus, it
should be retained for future reference; it contains information
about the purchase and sale of shares and other items which a
prospective investor will find useful to have.

SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, ANY BANK; FURTHER, SUCH SHARES ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION,
THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY. SHARES OF THE
FUND INVOLVE INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF
PRINCIPAL.

A Statement of Additional Information ("SAI") concerning the
Fund, dated March 1, 1995, as may be amended from time to time,
provides a further discussion of certain areas in this Prospectus
and other matters which may be of interest to some investors. It
has been filed with the Securities and Exchange Commission
("SEC") and is incorporated herein by reference. A copy is
available without charge from the Fund or the Fund's principal
underwriter, Franklin Templeton Distributors, Inc.
("Distributors"), at the address or telephone number shown above.

THIS PROSPECTUS IS NOT AN OFFERING OF THE SECURITIES HEREIN
DESCRIBED IN ANY STATE IN WHICH THE OFFERING IS NOT AUTHORIZED.
NO SALES REPRESENTATIVE, DEALER, OR OTHER PERSON IS AUTHORIZED TO
GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS. FURTHER INFORMATION MAY BE OBTAINED
FROM THE UNDERWRITER.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

Contents                                        Page

Expense Table

Financial Highlights

About the Fund

Investment Objective
Eand Policies of the Fund

Risks of Investing in the Fund

Management of the Fund

Distributions to Shareholders

Taxation of the Fund
Eand Its Shareholders

How to Buy Shares of the Fund

Purchasing Shares of the Fund
Ein Connection with Retirement Plans
EInvolving Tax-Deferred Investments

Other Programs and Privileges
EAvailable to Fund Shareholders

Exchange Privilege

How to Sell Shares of the Fund

Telephone Transactions

Valuation of Fund Shares

How to Get Information
ERegarding an Investment in the Fund

Performance

General Information

Account Registrations

Important Notice Regarding
ETaxpayer IRS Certifications

Portfolio Operations

EXPENSE TABLE

The purpose of this table is to assist an investor in
understanding the various costs and expenses that a shareholder
will bear directly or indirectly in connection with an investment
in the Fund.  These figures are based on annualized aggregate
operating expenses of the Fund for the six-month period ended
October 31, 1994.

SHAREHOLDER TRANSACTION EXPENSES              
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price)           3.00%
                                              
Reinvested Dividends                          NONE
                                              
Deferred Sales Charge                         NONE+
                                              
Exchange Fee (per transaction)++              5.00++
                                              
ANNUAL FUND OPERATING EXPENSES                

Management Fees                               0.02%*
                                              
Rule 12b-1 Fees**                             0.20%**
                                              
Other Expenses:                               
  Reports to Shareholders                     0.19%
  Registration Fees                           0.19%
  Other                                       0.64%
                                              
Total Other Expenses                          1.02%
                                              
Total Fund Operating Expenses                 1.25%** *

+Investments of $1 million or more are not subject to a front-end
sales charge; however, a contingent deferred sales charge of 1%
is imposed on certain redemptions within 12 months of the
calendar month following such investments. See "How to Sell
Shares of the Fund -- Contingent Deferred Sales Charge."
++$5.00 fee imposed only on Timing Accounts as described under
"Exchange Privilege." All other exchanges are processed without a
fee.
*The investment manager voluntarily agreed to reduce its
management fees and assumed payment for operating expenses in
order to keep the aggregate maximum annual operating expenses to
1.25% of the Fund's average daily net assets. Absent the
reductions by the investment manager, the Fund would have paid
management fees of .55% and total operating expenses of 1.78%.
After October 31, 1995, the investment manager may discontinue
this arrangement for the Fund.
**Consistent with National Association of Securities Dealers,
Inc.'s rules, it is possible that the combination of front-end
sales charges and Rule 12b-1 fees could cause long-term
shareholders to pay more than the economic equivalent of the
maximum front-end sales charges permitted under those same rules.

Investors should be aware that the above table is not intended to
reflect in precise detail the fees and expenses associated with
an individual's own investment in the Fund. Rather the table has
been provided only to assist investors in gaining a more complete
understanding of fees, charges and expenses. For a more detailed
discussion of these matters, investors should refer to the
appropriate sections of this Prospectus.

EXAMPLE

As required by regulations of the SEC, the following example
illustrates the expenses, including the front-end sales charge,
that apply to a $1,000 investment in the Fund over various time
periods assuming (1) a 5% annual rate of return and (2)
redemption at the end of each time period:

1 year          3 years          5 years         10 years
$ 47            $ 84             $ 124           $ 233

THIS EXAMPLE IS BASED ON THE ANNUALIZED AGGREGATE OPERATING
EXPENSES, INCLUDING FEES SET BY CONTRACT, AS SHOWN ABOVE, AND
SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES, WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. The
operating expenses are borne by the Fund and only indirectly by
shareholders as a result of their investment in the Fund. In
addition, federal regulations require the example to assume an
annual return of 5%, but the Fund's actual return may be more or
less than 5%.
FINANCIAL HIGHLIGHTS

Set forth below is a table containing the financial highlights
for a share of the Fund from the effective date of registration,
as indicated below, through the six-month period ended October
31, 1994. The information for the period ended October 31, 1994
and the fiscal year ended April 30, 1994 has been audited by
Coopers & Lybrand, independent auditors, whose audit report
appears in the financial statements in the SAI.  The previous
fiscal year of the Fund was audited by other independent auditors
whose opinions are not included herein.  See also "Report to
Shareholders" under "General Information."


<TABLE>
<CAPTION>
 
                                           PER SHARE OPERATING PERFORMANCE+
- ---------------------------------------------------------------------------------------------------------------------------------- 
          NET ASSET                  NET                   DISTRIBUTIONS                  DISTRIBUTIONS                 NET ASSETS
 YEAR     VALUE AT      NET      REALIZED OR   TOTAL FROM    FROM NET     DISTRIBUTIONS       FROM                         VALUE
 ENDED    BEGINNING  INVESTMENT   UNREALIZED   INVESTMENT   INVESTMENT        FROM          RETURN OF       TOTAL          AT END
APRIL 30   OF YEAR     INCOME    GAIN (LOSS)   OPERATIONS     INCOME      CAPITAL GAINS      CAPITAL     DISTRIBUTIONS    OF YEAR
- --------  ---------  ----------  ------------  ----------  -------------  -------------   -------------  -------------  ----------
<S>         <C>         <C>         <C>           <C>          <C>            <C>             <C>            <C>          <C>
1993(1)     $12.50      $.27        $ .56         $.83         $(.25)         $ --            $ --           $(.25)       $13.08 
1994(2)      13.08       .78         (.72)         .06          (.39)          (.06)           (.40)          (.85)        12.29
1994(3)      12.29       .41          .92         1.33          (.36)           --              --            (.36)        13.26
<CAPTION>
                                  RATIOS/SUPPLEMENTAL DATA
                      --------------------------------------------------
                                                RATIO OF NET
                      NET ASSETS   RATIO OF      INVESTMENT
 YEAR                   AT END     EXPENSES       INCOME TO    PORTFOLIO
 ENDED       TOTAL     OF YEAR    TO AVERAGE       AVERAGE     TURNOVER
APRIL 30    RETURN++  (IN 000'S)  NET ASSETS**   NET ASSETS      RATE
- --------    --------  ----------  ------------  ------------   ---------
<S>          <C>       <C>           <C>            <C>        <C>
1993(1)      $6.15%    $10,738        .87%*         6.06%*     190.89%*
1994(2)        .64      13,341       1.00           4.74       185.60
1994(3)      10.92      13,236       1.04*          6.37       301.60*
</TABLE>

(1) For the period December 31, 1992 (effective date of registration) to April
30, 1993.
(2) On November 12, 1993, the investment adviser changed to Franklin Advisers,
Inc.
(3) Six month period ended October 31, 1994.
+   Selected data for a share of beneficial interest outstanding throughout the
period.
++  Total return measures the change in value of an investment over the periods
indicated. It does not include the maximum 3.0% front-end sales charge and
assumes reinvestment of dividends and capital gains at net asset value.
*   Annualized 
**  During the periods indicated, the investment manager reduced its
management fees and reimbursed other expenses incurred by the Fund. Had such
action not been taken, the ratios of expenses to average net assets would
have been as follows:

<TABLE>
<CAPTION>
                                                                            RATIO OF
                                                                            EXPENSES
                                                                           TO AVERAGE
                                                                           NET ASSETS
                                                                           ----------
                               <S>                                            <C>
                               1993................................           1.73%*
                               1994 .......................................   1.83
                               1994(3)                                        1.78*
*Annualized
(3)Six month period ended October 31, 1994

</TABLE>


ABOUT THE FUND

The Trust, organized as a Massachusetts business trust on
November 6, 1985, is an open-end, management investment company,
known as a mutual fund, and has registered with the SEC under the
Investment Company Act of 1940, as amended (the "1940 Act"). The
Fund, a non-diversified series of the Trust, is managed by
Franklin Advisers, Inc. (the "Manager" or "Adviser"). Templeton
Investment Counsel, Inc. ("TICI" or the "Subadviser") serves as
the subadviser under a contract with the Manager (together, the
"Fund's Advisers"). TICI is an indirect subsidiary of Templeton
Worldwide, Inc., which is a direct, wholly-owned subsidiary of
Franklin Resources, Inc. ("Resources"). (See "Management of the
Fund.")

Shares of the Fund may be purchased (minimum investment of $100
initially and $25 thereafter) at the current public offering
price, which is equal to the Fund's net asset value (see
"Valuation of Fund Shares") plus a sales charge not exceeding
3.00% of the offering price. See "How to Buy Shares of the Fund."

INVESTMENT OBJECTIVE
AND POLICIES OF THE FUND

The Fund's investment objective is to seek, over the long-term,
total return through investment in a managed portfolio of German
government bonds.

The Fund is designed for United States ("U.S.") investors who
wish to invest in German government bonds for the purpose of
seeking one or more of the following potential benefits:

* Higher current yields than may be available on U.S. government
  bonds

*ECapital appreciation resulting from a decline in German
 interest rates and a corresponding increase in German
 government bond prices

*ECurrency gains from an increase in the value of the German mark
 relative to the U.S. dollar

*ESafety of principal due to the high credit quality of German
 government bonds

*EPortfolio diversification outside of the U.S. through German
 currency and interest rate exposure

*EProtection of global purchasing power in the event of higher
 U.S. inflation rates and/or depreciation of the U.S. dollar
 relative to the German mark

The Fund's investment objective is a fundamental policy of the
Fund and may not be changed without shareholder approval. There
can be no assurance that the objective will be achieved or that
any of the potential benefits listed above will be realized. In
addition, there are significant risk considerations relevant to
an investment in the Fund, as described below.

INVESTMENT POLICIES

Under normal market conditions, the Fund invests between 75% and
100% of its total assets in debt obligations issued or guaranteed
by the Federal Republic of Germany, its agencies,
instrumentalities and political subdivisions ("German government
obligations"). The German government obligations in which the
Fund invests are denominated in the German mark and are rated at
time of purchase triple A by a U.S. nationally recognized rating
service, such as Standard & Poor's Corporation ("S&P") or Moody's
Investors Service ("Moody's"), or, if unrated, are considered by
the Fund's Advisers to be of a quality comparable to triple A
rated instruments See "Investing in German Government
Obligations."

Consistent with its investment objective, the Fund may also
invest up to 25% of its total assets in (i) German mark-
denominated bonds and other debt instruments issued by sovereign
governments other than the Federal Republic of Germany and by
supranational organizations (such as the World Bank) which are
rated at time of purchase triple A by a U.S. nationally
recognized rating service, such as S&P or Moody's, or which, if
unrated, are considered by the Fund's Advisers to be of a quality
comparable to a triple A rated instrument; and (ii) cash and
money market instruments denominated in German marks which are
rated at time of purchase A-1+ by S&P and/or P-1 by Moody's, or
which, if unrated, are considered by the Fund's Advisers to be of
comparable high quality.

Under normal market conditions, the Fund may have up to 5% of its
total assets invested in U.S. dollar denominated cash and money
market instruments, such as U.S. Treasury bills, to provide extra
liquidity for meeting shareholder redemptions and exchanges.

Under normal market conditions, the Fund will invest at least 65%
of its total assets in debt obligations issued or guaranteed by
the Federal Republic of Germany, its agencies, instrumentalities
and political subdivisions. While the Fund does not anticipate
that it will have less than 75% of its total assets invested in
German government obligations under normal market conditions, the
Fund reserves the right to reduce its investment in German
government obligations to 65% of its total assets (with a
corresponding increase in the amount it invests in other German
mark-denominated securities and cash) if such investment
allocation is deemed to be in the Fund's best interest by the
Fund's Advisers. It is also possible that the Fund may
occasionally hold significant cash or cash equivalents
denominated in the German mark until suitable investment
positions are available. Investors should understand that in
order to preserve its favorable tax status, the Fund may
regularly hold 25% or less of its assets in obligations issued or
guaranteed by the Federal Republic of Germany even while holding
65% or more of its total assets in German government obligations
(as defined above). In addition, as a temporary measure, the Fund
may also reduce its investment in German government obligations
and/or increase its investment in U.S. government and agency
securities from time to time to preserve its favorable tax
status.

The rate of exchange between the U.S. dollar and the German mark
fluctuates. As a result, the Fund generally will experience gains
and losses attributable to those fluctuations. The Fund does not
generally position hedge or otherwise attempt to limit its
exposure to German mark currency risk and, therefore, is designed
for investors who are prepared to accept the risk of currency
fluctuations.

Changes in German market interest rates will affect the market
value of the Fund. When German market interest rates rise, the
market value of the Fund's securities generally will decline.
Conversely, when German market interest rates decline, the market
value of the Fund's securities generally will rise. The Fund's
Advisers will actively manage the Fund's portfolio maturity
structure in an attempt to achieve positive returns for the Fund
over time from changes in interest rates. See "Risks of Investing
in the Fund."

It is anticipated that under normal market conditions, the Fund's
weighted average portfolio maturity will be at least five years.
For temporary, defensive purposes, however, the Fund's weighted
average portfolio maturity may be less than five years.

The Fund's Advisers invest the Fund's assets on the basis of a
number of factors, including, (i) the current level of interest
rates on German government obligations of various maturities and
(ii) its view of future movements of those interest rates. In
determining the Fund's maturity structure, the Fund's Advisers
consider many factors pertaining to the German economy, including
the current stage of the economic cycle, government fiscal and
monetary policy, inflation expectations, the relationship of
interest rates of varying maturities, (i.e., the slope of the
yield curve), currency market outlook, and economic growth
prospects within Germany and around the world.

Any policy or technique that is described in this Prospectus or
in the Fund's SAI, unless identified as a fundamental policy
requiring shareholder approval to change, may be changed by the
Board of Trustees without shareholder approval.

The Fund is subject to a number of additional investment
restrictions, some of which may be changed only with the approval
of shareholders, which limit its activities to some extent. For a
list of these restrictions and more information concerning the
policies discussed herein, please see the SAI.

INVESTING IN GERMAN GOVERNMENT OBLIGATIONS

German government obligations generally are considered by rating
agencies to be among the highest credit quality debt instruments
worldwide.

In addition, the Bundesbank (the German central bank) generally
is viewed as among the most disciplined and ardent central banks
in the world in its policies of fighting domestic inflation and
protecting the international value of the German mark.

The German bond market is the third largest in the world and
currently also one of the fastest growing. The fall of the Berlin
Wall in 1989 and the subsequent reunification of what were
previously East Germany and West Germany in 1990 have
significantly increased German public sector financing
requirements and caused substantial recent growth of the German
government bond market.

According to Merrill Lynch, the face amount of German mark-
denominated bonds outstanding as of December 31, 1993, was
approximately 3.69 trillion marks (U.S.$ 2.12 trillion). Of this
total, German government and agency bonds accounted for 1.11
trillion marks (U.S.$ 642 billion), or about 30% of the total
market. Liquidity in the German government bond market is
considered by the Fund's Advisers to be very high.

The table below shows publicly issued German bonds outstanding,
by issuer type, as of December 31, 1993. U.S. bond market
statistics are also provided for comparison purposes.

COMPARATIVE BOND MARKET STATISTICS
(in U.S. $ billions)


ISSUER TYPE           GERMANY               U.S.
                                            

Central government    $556.4                $2,274
Central government      85.6                 1,898.9
agency & government
guaranteed
State and local        340.3                   987.6
Corporates             760.2                 1,972.8
Other, foreign,        382.4                   860.9
international and
Euros
Total                 $2,124.90             $7,995.1
                                            
Source: Merrill Lynch

Certain German government obligations are issued or otherwise
guaranteed by the Federal Republic of Germany. These obligations
carry the explicit full faith and credit backing of the German
government and include direct obligations of the government
(Bunds), as well as certain government agency issues, such as the
German Unity Fund (Fonds Deutsche Einheit), established to help
pay for the reconstruction of former East Germany's economy, and
the Treuhandanstalt, established to facilitate the privatization
of assets of former East Germany.

Other German government obligations are guaranteed by their
issuing agency, instrumentality or political subdivision, but do
not carry the explicit full faith and credit guarantee of the
German government. The Fund will invest only in such obligations
which the Fund's Advisers consider to be of credit quality
substantially equivalent to direct obligations of the German
government. Issuers presently satisfying this criterion include
the German Federal Railways (Bundesbahn), the German Post Office
(Bundespost), the Kreditanstalt fur Wiederaufbau ("KFW"), as well
as certain of the 16 separate federal states (Lander) of which
Germany is comprised.

FORWARDS, FUTURES AND OPTION CONTRACTS

The Fund may use forward foreign currency exchange contracts
("forwards"), futures contracts ("futures"), option contracts on
futures and over-the-counter options (collectively, "options") in
the management of its investment portfolio.

A forward is individually negotiated and privately traded by
currency traders (usually large commercial banks) and their
customers. There are generally no deposit requirements, and the
contracts are traded at a net price without commission. A forward
involves an obligation to exchange one specific currency for
another specific currency (e.g., an obligation to exchange U.S.
dollars for German marks) at an agreed-upon rate of exchange at a
future date, which may be any fixed number of days from the date
of the contract. The market for forwards involving the exchange
of U.S. dollars and German marks is highly liquid.

A bond (or currency) future is an agreement to buy or sell a
specified quantity of such bonds (or currency) at an agreed-upon
price on a specified date. Upon entering into a future, the Fund
makes a margin deposit, which is adjusted to reflect changes in
the value of the contract and which continues until the contract
is terminated. Futures are transacted through established futures
exchanges.

An option gives the holder (buyer) of the option the right, but
not the obligation, to buy from (in the case of a call option) or
sell to (in the case of a put option) the seller of the option a
specified amount of a particular security or currency (such as
German government obligations or German marks), or a specified
number of futures on such security or currency, on a specified
date in the future at a specified price. The option buyer pays
the option seller a negotiated premium upon the establishment of
the contract. Options on futures are transacted through
established exchanges. Options on German government obligations
and on German marks are transacted over-the-counter directly
between the buyer and seller. The staff of the SEC has taken the
position that purchased over-the-counter options and the assets
used as "cover" for written over-the-counter options are illiquid
securities. However, the Fund may treat the securities it uses as
cover for written over-the-counter options as liquid provided
that the Fund follows certain procedures. The Fund may sell over-
the-counter options only to qualified dealers who agree that the
Fund may repurchase any over-the-counter options it writes for a
maximum price to be calculated by a predetermined formula. In
such cases, the option would be considered illiquid only to the
extent that the maximum repurchase price under the formula
exceeds the intrinsic value of the option.

When the Fund agrees to buy or sell a security denominated in the
German mark, it may enter into forwards in order to "lock in" the
U.S. dollar price of the security. By entering into a forward
calling for the receipt or delivery, for a fixed amount of U.S.
dollars, of the amount of German marks involved in the underlying
security transactions, the Fund will be able to protect itself
against a change in the relationship between the U.S. dollar and
the German mark during the period between the date the security
is purchased or sold and the date on which payment is made or
received.

For investment purposes, the Fund may use forwards, futures and
options to establish Fund exposure to the German mark, and
futures and options to establish Fund exposure to German
government obligations, in a fast and cost-effective way. This
may be necessary either when the Fund has a substantial U.S.
dollar account receivable for Fund shares sold or when the Fund's
Advisers require extra time to invest cash balances in German
mark-denominated securities. In each of these cases, the Fund's
use of forwards, futures and options is temporary and for the
purpose of maintaining the Fund's intended ongoing exposure to
the German mark and to German government obligations.

The Fund may from time to time also use forwards calling for the
future purchase of German marks, in conjunction with U.S. dollar-
denominated cash or money market instruments, for the purpose of
obtaining an investment result that is substantially equivalent
to a direct investment in a German mark-denominated money market
instrument.

Although permitted to do so, the Fund does not currently intend
to enter into currency futures contracts or options on currency
futures.

As indicated earlier, the Fund may, under extraordinary
circumstances and for temporary, defensive purposes only, employ
forwards, futures and options for hedging the Fund's German bond
and currency exposure.

The use of forwards, futures and options by the Fund involves
investment risks to which the Fund would not be subject absent
its use of such instruments. The risks inherent in the use of
forwards, futures and options include: (1) dependence on the
ability of the Fund's Advisers correctly to predict movements in
the direction of interest rates, securities prices and currency
rates; (2) imperfect correlation between the price of options and
futures and in the prices of the securities or the currencies
underlying the options and futures; (3) that the skills needed to
use these instruments are different from those needed to select
portfolio securities; (4) the possible absence of a liquid
secondary market for any particular instrument at any particular
time; (5) the possible loss by the Fund of margin deposits or
collateral in the event of bankruptcy of a broker with whom the
Fund has an open position in a future or an option; and (6) the
possible need to defer closing out certain hedged positions to
avoid adverse tax consequences. The Fund's ability to enter into
certain futures and options is also limited by the requirements
of the Internal Revenue Code of 1986, as amended (the "Code") for
qualification of the Fund as a regulated investment company.
These securities may also require the application of complex and
special tax rules and elections which may affect the amount,
timing and character of distributions to shareholders. These
investments and transactions are discussed further in the tax
section included in this Prospectus and in the SAI.

WHEN-ISSUED AND FIRM COMMITMENT AGREEMENTS

The Fund may invest up to 25% of its assets in securities on a
"when-issued" or "firm commitment" basis, for payment and
delivery at a later date. Under these arrangements, the
securities' prices and yields are fixed on the date of the
commitment, but payment and delivery are scheduled for a future
time.

At the time of settlement (normally within 30 to 60 days after
the day of the agreement or purchase), the market value of the
security may be more or less than its purchase or sale price and
the Fund, as purchaser, assumes the risk of any decline in value
of the security beginning on the date of the agreement or
purchase. There is also a risk that the party with whom the Fund
enters into such transaction may default. Failure of the other
party to perform its part of the commitment could result in a
loss of income to the Fund. The Fund will make commitments to
purchase or sell only securities which are eligible for inclusion
in its portfolio.

While the Fund normally enters into these transactions with the
intention of actually receiving or delivering the securities, it
may sell the securities before the settlement date or enter into
a new commitment to extend the delivery date further into the
future if the Fund's Advisers consider it advisable as a matter
of investment strategy.

Between the time of purchase and settlement, no payment is made
and no interest on securities purchased for future delivery is
received by the Fund. If the assets of the Fund were held in cash
pending the settlement of a transaction, the Fund would earn no
income. The Fund, however, intends to be fully invested to the
extent practicable.

When the Fund enters into a when-issued purchase or a firm
commitment to purchase securities, the Fund will maintain, in a
segregated account with its custodian, cash or high-grade
marketable securities having an aggregate value equal to the
amount of such purchase commitments until payment is made. These
procedures are designed to help insure that the Fund maintains
sufficient assets at all times to cover its obligations under
when-issued purchases and firm commitments.

PORTFOLIO TURNOVER

For the period ended October 31, 1994 (annualized as a result of
a change in fiscal year end from April to October), for the
fiscal year ended April 30, 1994 and for the period ended April
30, 1993 (annualized), the portfolio turnover rate was 302%, 186%
and 191%, respectively. Turnover rates in excess of 100% often
result in higher portfolio brokerage, execution and transaction
costs, which will be borne by the Fund. The higher the portfolio
turnover rate, the greater the likelihood that capital gains or
losses and foreign exchange gains or losses may be realized by
the Fund, which would affect taxable distributions paid to the
shareholders. (See "Taxation of the Fund and Its Shareholders"
below and "Additional Information Regarding Taxation" in the
SAI.) Because transaction costs are normally higher for non-U.S.
bonds than for U.S. bonds, the higher anticipated portfolio
turnover rate may also have a larger negative impact on Fund
returns than would be the case with a mutual fund investing
primarily in U.S. bonds.

OTHER PORTFOLIO SECURITIES AND PRACTICES

Although permitted to do so, the Fund does not currently intend
to enter into repurchase agreements or lend its portfolio
securities. The Fund will not borrow money, except from banks for
temporary or emergency purposes in amounts not exceeding 33 1U3%
of the total value of its assets (no additional investments may
be made while any such borrowings exceed 5% of the Fund's total
assets). The Fund may invest in time deposits of commercial banks
having short-term deposit ratings of A-1+ (by S&P) and/or P-1 (by
Moody's), but will limit its investment in such time deposits
maturing in more than seven days as described in the Fund's SAI.
The Fund will not otherwise invest in illiquid securities.

RISKS OF INVESTING IN THE FUND

The primary risk factors associated with investment in German
government obligations arise in connection with market
fluctuations in the level of German interest rates and in the
exchange rate between the U.S. dollar and the German mark. At any
given point in time, the impact of interest rate and currency
exchange rate changes on the Fund's share price may be
reinforcing or offsetting. These risks are described in more
detail below.

The yield and total return of the Fund may be higher or lower
than the yield and total return of a fund investing in U.S.
dollar-denominated bonds of comparable maturity and quality. In
addition, investors should recognize that due to periodic
interest rate and exchange rate volatility, the Fund's share
price is likely to experience significant volatility from time to
time, and this volatility may be greater than would be
experienced by a comparable U.S. dollar-denominated bond fund.

The Fund is intended to be only one part of an investor's
international and global diversification program, and holding
shares of the Fund should not be considered a complete investment
program.

INTEREST RATE RISK

Bond prices move inversely to the direction of changes in
interest rates. When interest rates rise, bond prices generally
decline, and when interest rates decline, bond prices generally
rise. For any given change in market interest rates, bonds having
longer maturities generally will experience greater price
movements.

It is anticipated that under normal market conditions, the Fund's
weighted average portfolio maturity will be at least five years
and may be as long as ten years. Therefore, a significant rise in
German bond market interest rates can generally be expected to
cause a significant decline in the Fund's net asset value per
share. Conversely, a large decline in German bond market interest
rates can generally be expected to cause the Fund's share price
to rise significantly.

The Fund's Advisers actively manage the average maturity of the
Fund's investments, shortening the Fund's maturity when it is
expected that German interest rates will rise and lengthening the
maturity when it is expected that German interest rates will
decline. This active management of the Fund's maturity structure
is intended to improve the long-term performance of the Fund on a
total return basis relative to that of an unmanaged portfolio of
German government obligations. Of course, there can be no
assurance that active management will achieve the desired result.

CURRENCY RISK

The value of German government obligations, when expressed in
U.S. dollars, will fluctuate with changes in the exchange rate
between the U.S. dollar and the German mark. A decline in the
mark relative to the dollar will generally result in a decline in
the Fund's share price (which is determined on a U.S. dollar
basis). Conversely, if the mark appreciates relative to the U.S.
dollar (i.e., the U.S. dollar declines), the Fund's share price
generally can be expected to rise.

To give U.S. dollar-based investors the opportunity to achieve
more fully the benefit of German mark currency diversification,
the Fund does not engage in hedging strategies to minimize or
eliminate Fund share price fluctuations arising from changes in
the exchange rate between the U.S. dollar and the German mark.
Such hedging strategies could reduce the currency risk of
investing in German government obligations, but would also reduce
the potential benefits or gains that can be achieved.

Because of its investment primarily in German mark-denominated
obligations and its policy of not hedging currency risk, the
Fund's share price will likely exhibit greater day-to-day
volatility than a fund which diversifies its currency risk across
multiple currencies and/or regularly hedges its currency risk.
Investors in the Fund should also recognize that even though
interest rates on German government obligations may from time to
time exceed the rates on U.S. dollar-denominated bonds of
comparable maturity and quality, a decline in the German mark
relative to the U.S. dollar over any given period could more than
offset any such interest rate advantage, resulting in a negative
total return for the Fund over that period.

In the event of an extraordinary political or world development
which, in the view of the Fund's Advisers, threatens the social
or political stability of Germany or the viability of the German
government, the Fund may invest in U.S. government securities and
U.S. dollar-denominated cash equivalents or otherwise hedge its
German bond and currency risk, without limitation, but only for
temporary, defensive purposes.

OTHER RISK FACTORS

Foreign taxes can adversely affect the Fund's performance, though
it is anticipated that the Fund will invest only in debt
obligations which are not subject to foreign tax withholding. For
more information on tax issues affecting the Fund, see "Taxation
of the Fund and Its Shareholders" in this Prospectus and
"Additional Information Regarding Taxation" in the SAI.

The Fund is a "non-diversified" fund and, as such, there is no
restriction under the 1940 Act on the percentage of assets that
may be invested at any time in the securities of any one issuer.
However, as a non-diversified fund, and as a fund that
concentrates its investments primarily in German government
obligations denominated in German marks, the Fund may be subject
to greater risk with respect to its portfolio securities than a
mutual fund that has a broader range of investments. Although the
Fund is "non-diversified" for purposes of the 1940 Act, it
nevertheless must meet certain diversification standards to
qualify as a regulated investment company under the Code. If the
Fund is unable to meet such diversification standards, the Fund
may be subject to taxation as a corporation. The diversification
standards require the Fund to invest no more than 25% of its
total assets in a single issuer and, with respect to at least 50%
of its total assets, to invest in cash, U.S. Government
securities, securities of other regulated investment companies,
and other securities as to which the Fund invests no more than 5%
of its assets in the securities of any one issuer or holds not
more than 10% of the outstanding voting securities of any one
issuer. The Fund's manager and the Fund's investment adviser
believe the Fund will be able to meet these diversification
standards following its normal investment policies. As necessary
to satisfy such diversification standards, the Fund may invest a
significant portion of its assets in German government
obligations other than those issued or guaranteed by the Federal
Republic of Germany and in German mark-denominated obligations
issued by other sovereign governments and supranational
organizations. To the extent the Fund is not fully diversified,
it may be more susceptible to adverse economic, political or
regulatory developments affecting a single issuer than would be
the case if it were more broadly diversified.

A mutual fund can incur significant transaction costs in its
purchases and sales of foreign securities and currencies. Due to
the highly liquid nature of the German government obligation and
foreign exchange markets, however, it is anticipated that Fund
transaction costs will be minimal and will not have a material
impact on the Fund's performance.

The Fund's custody and portfolio accounting expenses may be
higher than those experienced by a fund investing solely in U.S.
dollar-denominated bonds.

Investing in non-U.S. securities generally may be subject to
certain risk factors not thought to be present in the U.S. These
include expropriation of foreign-owned assets, confiscatory
taxation, exchange controls, political and social instability,
and the difficulty of enforcing obligations in other countries.
See "Investing in Foreign Securities" in the SAI for a more
detailed discussion of those risk factors.

GERMAN ECONOMIC RISK FACTORS

The following information is a brief summary of factors affecting
the Fund and does not purport to be a complete description of
such factors. The information is based primarily upon information
derived from public documents relating to securities offerings of
issuers of such German government obligations, from independent
credit reports and historically reliable sources, but has not
been independently verified by the Fund.

The Federal Republic of Germany, which comprises what was
formerly the nations of East Germany and West Germany, is
considered by the rating agencies and by the Fund's Advisers to
be among the world's most creditworthy issuers of debt
obligations. Both S&P and Moody's have assigned their highest
ratings (AAA/Aaa) to obligations of the Federal Republic of
Germany.

The German mark is considered to be the primary reserve currency
of Europe and, along with the Japanese yen, has increasingly been
used as a reserve currency worldwide, sharing the traditional
role of the U.S. dollar. Because of Germany's strong record of
economic growth and responsible fiscal and monetary policy, the
mark has been among the strongest of the world's major currencies
in the period dating back to the return of freely floating
exchange rates in the early 1970s. Of course, there can be no
assurance that the German mark will perform or be regarded in the
future as it has in the past.

The Bundesbank (the German central bank) operates largely
independently of Germany's political system and is charged with
responsibility for protecting the international value of the
German mark. In response to the high levels of unification-
related public and private expenditures and the inflationary
pressures arising from these expenditures, the Bundesbank has
maintained a tight monetary policy in recent years, resulting in
interest rates well above those in the U.S., Japan and other
countries outside Europe. In mid-1992, German interest rates
began to decline as continued tight monetary policy created
expectations of economic slowing. This decline in German rates
continued through the end of 1993 as the German economy suffered
a significant recession and the Bundesbank accelerated the easing
process. During the first quarter of 1994, German yields began to
rise as signs of economic growth emerged in the German economy.

The unification of East Germany and West Germany and the ensuing
efforts to raise living standards and modernize infrastructure in
what was previously East Germany have been a costly undertaking
for Germany. Much of the cost of unification has been financed
through deficit spending, resulting in significantly increased
public-sector borrowing requirements since 1989. The ongoing high
levels of public sector borrowing and spending in Germany
resulting from unification may cause German interest rates and
inflation rates to be higher than would otherwise be the case.
This, in turn, may adversely affect the total returns on German
government obligations. Unification has placed great pressure on
the German economy and, although progress has recently been made
to improve German government finances, these pressures may
adversely affect monetary policy as conducted by the Bundesbank
as well as the credit quality of German government obligations.

In addition to unification, the disintegration of the Soviet
Union and its sphere of influence also may have an adverse impact
on the German economy. In particular, Germany may be subject to
increased immigration pressures and social discord. Germany also
faces uncertainty with respect to repayment of government-
guaranteed loans made to former eastern bloc countries.

HOW SHAREHOLDERS PARTICIPATE
IN THE RESULTS OF THE FUND'S ACTIVITIES

The assets of the Fund are invested in portfolio securities. If
the securities owned by the Fund increase in value, either
because their price appreciates in local currency terms or
because the currency in which they are denominated appreciates
relative to the U.S. dollar, the value of the shares of the Fund
which the shareholder owns will generally  increase. Conversely,
if the securities owned by the Fund decrease in value, the value
of the shareholder's shares will generally decrease. In this way,
shareholders participate in changes in the value of the
securities owned by the Fund.

Under normal market conditions, the Fund invests a significant
portion of its assets in instruments denominated in German marks.
Therefore, an individual shareholder's gains or losses on shares
of the Fund will in large part be based on changes in the net
asset value of such shares, expressed in U.S. dollars,
attributable to fluctuations in the exchange rate between the
U.S. dollar and the German mark.

Changes in Germany's prevailing interest rates will likely affect
the value of the Fund's holdings and thus the value of Fund
shares. Increased rates of interest which frequently accompany
higher inflation and/or a growing economy are likely to have
negative effects on the value of Fund shares.

German interest rates and currency  valuations have fluctuated
unpredictably in the past and can be expected to do so in the
future.

MANAGEMENT OF THE FUND

The Board of Trustees has the primary responsibility for the
overall management of the Trust and for electing the officers of
the Trust who are responsible for administering its day-to-day
operations.

Adviser is a wholly-owned subsidiary of Resources, a publicly
owned holding company, the principal shareholders of which are
Charles B. Johnson and Rupert H. Johnson, Jr., who own
approximately 20% and 16%, respectively, of Resources'
outstanding shares. Resources is engaged in various aspects of
the financial services industry through its various subsidiaries
(the "Franklin Templeton Group"). Adviser acts as investment
manager to 33 U.S. registered investment companies (111 separate
series) with aggregate assets of over $73 billion.

TICI, the Subadviser, is an indirect subsidiary of Templeton
Worldwide, Inc., which, operating through its subsidiaries, is a
major investment management organization with approximately $42
billion of assets currently under management and a long history
of global investing.

Pursuant to the management agreement and the sub-advisory
agreement, the Fund's Advisers supervise and implement the Fund's
investment activities and provide certain administrative services
and facilities which are necessary to conduct the Fund's
business.

Pursuant to the subadvisory agreement between the Manager and
TICI, and subject to the overall policies, control, direction and
review of the Board of Trustees and to the instructions and
supervision of the Manager, TICI will provide day-to-day
portfolio management for the Fund.

The Fund is responsible for its own operating expenses,
including, but not limited to, the Manager's fee; taxes, if any;
custodian, legal and auditing fees; fees and expenses of trustees
who are not members of, affiliated with, or interested persons of
the Fund's Advisers; salaries of any personnel not affiliated
with the Fund's Advisers; insurance premiums; trade association
dues; expenses of obtaining quotations for calculating the value
of the Fund's net assets; printing and other expenses which are
not expressly assumed by the Manager.

The Manager has elected to reduce the fees payable under the
management agreement and to assume responsibility for making
payments, if necessary, to offset certain operating expenses
otherwise payable by the Fund so that total ordinary operating
expenses do not exceed 1.25% of the Fund's average net assets.
This arrangement is in effect until October 31, 1995, and then
may be continued or terminated by the Manager at any time.

During the period ended October 31, 1994, fees totaling .55%
(annualized as a result of a change in fiscal year end from April
to October)of the average net assets of the Fund would have
accrued to Adviser. Total operating expenses, including
management fees, would have represented 1.78% of the average net
assets of the Fund. Pursuant to the agreement by Adviser to limit
its fees, the Fund paid zero management fees and operating
expenses totaling 1.25% of the average net assets of the Fund.

Among the responsibilities of the Manager under the management
agreement is the selection of brokers and dealers through whom
transactions in the Fund's portfolio securities will be made. The
Fund's Advisers try to obtain the best execution on all such
transactions. If it is felt that more than one broker is able to
provide the best execution, the Fund's Advisers will consider the
furnishing of quotations and of other market services, research,
statistical and other data for the Manager and its affiliates, as
well as the sale of shares of the Fund, as factors in selecting a
broker. Further information is included under "The Fund's
Policies Regarding Brokers Used on Portfolio Transactions" in the
SAI.

Shareholder accounting and many of the clerical functions for the
Fund are performed by Franklin/Templeton Investor Services, Inc.
("Investor Services" or "Shareholder Services Agent"), in its
capacity as transfer agent and dividend-paying agent. Investor
Services is a wholly-owned subsidiary of Resources.

PLAN OF DISTRIBUTION

The Fund has adopted a distribution plan (the "Plan") pursuant to
Rule 12b-1 under the 1940 Act. Under the Plan, the Fund may
reimburse Distributors or others for all expenses incurred by
Distributors or others in the promotion and distribution of the
Fund's shares. Such expenses may include, but are not limited to,
the printing of prospectuses and reports used for sales purposes,
expenses of preparing and distributing sales literature and
related expenses, advertisements, and other distribution-related
expenses, including a prorated portion of Distributors' overhead
expenses attributable to the distribution of Fund shares, as well
as any distribution or service fees paid to securities dealers or
their firms or others who have executed a servicing agreement
with the Fund, Distributors or its affiliates. The maximum amount
which the Fund may pay to Distributors or others for such
distribution expenses is 0.25% per annum of the average daily net
assets of the Fund, payable on a quarterly basis. All expenses of
distribution and marketing in excess of 0.25% per annum will be
borne by Distributors, or others who have incurred them, without
reimbursement from the Fund. The Plan also covers any payments to
or by the Fund, Advisers, Distributors, or other parties on
behalf of the Fund or Advisers or Distributors, to the extent
such payments are deemed to be for the financing of any activity
primarily intended to result in the sale of shares issued by the
Fund within the context of Rule 12b-1. The payments under the
Plan are included in the maximum operating expenses which may be
borne by the Fund. For more information, please see the SAI.

DISTRIBUTIONS TO SHAREHOLDERS

There are two types of distributions which the Fund may make to
its shareholders.

1. Income dividends. The Fund receives income in the form of
interest and other income derived from its investments. This
income, less the expenses incurred in the Fund's operations, is
its net investment income from which income dividends may be
distributed. Thus, the amount of dividends paid per share may
vary with each distribution.

2.ECapital gain distributions. The Fund may derive capital gains
or losses in connection with sales or other dispositions of its
portfolio securities. Distributions by the Fund derived from net
short-term and net long-term capital gains (after taking into
account any net capital loss carryovers) may generally be made
once a year in December to reflect any net short-term and net
long-term capital gains realized by the Fund as of October 31 of
the current fiscal year and any undistributed net capital gains
from the prior fiscal year. These distributions, when made, will
generally be fully taxable to the Fund's shareholders. The Fund
may make more than one distribution derived from net short-term
and net long-term capital gains in any year or adjust the timing
of these distributions for operational or other reasons.

DISTRIBUTION DATE
Although subject to change by the Board of Trustees  without
prior notice to or approval by shareholders, the Fund's current
policy is to declare income dividends monthly for shareholders of
record generally on the first business day preceding the 15th of
the month, payable on or about the last business day of that
month. The amount of income dividend payments by the Fund is
dependent upon the amount of net income received by the Fund from
its portfolio holdings, is not guaranteed and is subject to the
discretion of the Board of Trustees. Fund shares are quoted ex-
dividend on the first business day following the record date. THE
FUND DOES NOT PAY "INTEREST" OR GUARANTEE ANY FIXED RATE OF
RETURN ON AN INVESTMENT IN ITS SHARES.

In order to be entitled to a dividend, an investor must have
acquired Fund shares prior to the close of business on the record
date. An investor considering purchasing Fund shares shortly
before the record date of a distribution should be aware that
because the value of the Fund's shares is based directly on the
amount of its net assets, rather than on the principle of supply
and demand, any distribution of income or capital gain will
result in a decrease in the value of the Fund's shares equal to
the amount of the distribution. While a dividend or capital gain
distribution received shortly after purchasing shares represents,
in effect, a return of a portion of the shareholder's investment,
it may be taxable as dividend income or capital gain.

DIVIDEND REINVESTMENT

Unless requested otherwise in writing or on the Shareholder
Application, income dividends and capital gain distributions, if
any, will be automatically reinvested in the shareholder's
account in the form of additional shares, valued at the closing
net asset value (without sales charge) on the dividend
reinvestment date. Shareholders have the right to change their
election with respect to the receipt of distributions by
notifying the Fund, but any such change will be effective only as
to distributions for which the record date is seven or more
business days after the Fund has been notified. See the SAI for
more information.

Many of the Fund's shareholders receive their distributions in
the form of additional shares. This is a convenient way to
accumulate additional shares and maintain or increase the
shareholder's earnings base. Of course, any shares so acquired
remain at market risk.

DISTRIBUTIONS IN CASH

A shareholder may elect to receive income dividends, or both
income dividends and capital gain distributions, in cash. By
completing the "Special Payment Instructions for Distributions"
section of the Shareholder Application included with this
Prospectus, a shareholder may direct the selected distributions
to another fund in the Franklin Group of Funds(Registered
Trademark) or the Templeton Funds, to another person, or directly
to a checking account. If the bank at which the account is
maintained is a member of the Automated Clearing House, the
payments may be made automatically by electronic funds transfer.
If this last option is requested, the shareholder should allow at
least 15 days for initial processing. Dividends which may be paid
in the interim will be sent to the address of record. Additional
information regarding automated fund transfers may be obtained
from Franklin's Shareholder Services Department. Dividend and
capital gain distributions are eligible for investment in another
fund in the Franklin Group of Funds or the Templeton Funds at net
asset value. See "Purchases at Net Asset Value" under "How to Buy
Shares of the Fund."

TAXATION OF THE FUND AND ITS SHAREHOLDERS

The Fund intends to continue to qualify for treatment as a
regulated investment company under Subchapter M of the Code. By
distributing all of its income and meeting certain other
requirements relating to the sources of its income and
diversification of its assets, the Fund will not be liable for
federal income or excise taxes.

Regular income dividends (which are generally distributed
monthly) will be determined from the Fund's net investment
income, excluding any realized net foreign currency gains and
losses. Under U.S. Treasury regulations, net realized foreign
currency gains and losses are required to be reported as ordinary
income or loss to the Fund. Therefore, if in the course of a
fiscal year, the Fund realizes net foreign currency losses, the
Fund may be required to reclassify all or a portion of its income
dividend distributions made during such fiscal year as a return-
of-capital for federal income tax purposes. Net foreign currency
gains, if any, will generally be distributed as a supplemental
income dividend once each year in December to reflect any net
foreign currency gain realized by the Fund as of October 31 for
the current fiscal year, and may also reflect any undistributed
foreign currency gains for the prior fiscal year. Shareholders
will be informed of the tax status of all distributions shortly
after the close of each calendar year.

For federal income tax purposes, any income dividends which the
shareholder receives from the Fund, as well as any distributions
derived from the excess of net short-term capital gain over net
long-term capital loss, are treated as ordinary income whether
the shareholder has elected to receive them in cash or in
additional shares.

Distributions derived from the excess of net long-term capital
gain over net short-term capital loss are treated as long-term
capital gain regardless of the length of time the shareholder has
owned Fund shares and regardless of whether such distributions
are received in cash or in additional shares.

Pursuant to the Code, certain distributions which are declared in
October, November or December but which, for operational reasons,
may not be paid to the shareholder until the following January,
will be treated for tax purposes as if received by the
shareholder on December 31 of the calendar year in which they are
declared.

Redemptions and exchanges of Fund shares are taxable events on
which a shareholder may realize a gain or loss. Any loss incurred
on sale or exchange of the Fund's shares, held for six months or
less, will be treated as a long-term capital loss to the extent
of capital gain dividends received with respect to such shares.
All or a portion of the sales charge incurred in purchasing
shares of the Fund will not be included in the federal tax basis
of such shares sold or exchanged within ninety (90) days of their
purchase (for purposes of determining gain or loss with respect
to such shares) if the sales proceeds are reinvested in the Fund
or in another fund in the Franklin Templeton Group (defined under
"How to Buy Shares of the Fund") and a sales charge which would
otherwise apply to the reinvestment is reduced or eliminated. Any
portion of such sales charge excluded from the tax basis of the
shares sold will be added to the tax basis of the shares acquired
in the reinvestment. Shareholders should consult with their tax
advisors concerning the tax rules applicable to the redemption or
exchange of fund shares.

The Fund's investments in options, futures contracts and forward
contracts may give rise to taxable income, gain or loss and will
be subject to special tax treatment under certain mark-to-market
and straddle rules, the effect of which may be to accelerate
income to the Fund, defer Fund losses and cause adjustments in
the holding periods of Fund securities. These rules could
therefore affect the amount, timing and character of
distributions to shareholders. Certain elections may be available
to the Fund to mitigate some of the unfavorable consequences of
the provisions described in this paragraph. These investments and
transactions are discussed in the SAI.

The Fund may be subject to foreign withholding taxes on income
from certain of its foreign securities. If more than 50% of the
total assets of the Fund at the end of its fiscal year are
invested in securities of foreign corporations, the Fund may
elect to pass through to its shareholders the pro rata share of
foreign taxes paid by the Fund. If this election is made,
shareholders will be (i) required to include in their gross
income their pro rata share of foreign source income (including
any foreign taxes paid by the Fund), and (ii) entitled to either
deduct their share of such foreign taxes in computing their
taxable income or to claim a credit for such taxes against their
U.S. income tax, subject to certain limitations under the Code.
Shareholders will be informed by the Fund at the end of each
calendar year regarding the availability of any credits and the
amount of foreign source income (including any foreign taxes paid
by the Fund) to be included on their income tax returns.

Foreign exchange gains and losses realized by the Fund in
connection with certain transactions involving foreign
currencies, foreign currency payables or receivables, foreign
currency-denominated debt securities, foreign currency forward
contracts, and options or futures contracts on foreign currencies
are subject to special tax rules which may cause such gains and
losses to be treated as ordinary income and losses rather than
capital gains and losses and may affect the amount and timing of
the Fund's income or loss from such transactions and in turn its
distributions to shareholders. These rules are discussed in the
SAI.

The Fund will inform shareholders of the source of their
dividends and distributions at the time they are paid and will,
promptly after the close of each calendar year, advise them of
the tax status for federal income tax purposes of such dividends
and distributions.

Shareholders who are not U.S. persons for purposes of federal
income taxation should consult with their financial or tax
advisors regarding the applicability of U.S. withholding or other
taxes to distributions received by them from the Fund and the
application of foreign tax laws to these distributions.

HOW TO BUY SHARES OF THE FUND

Shares of the Fund are continuously offered through securities
dealers which execute an agreement with Distributors, the
principal underwriter of the Fund's shares. The use of the term
"securities dealer" shall include other financial institutions
which, pursuant to an agreement with Distributors (directly or
through affiliates), handle customer orders and accounts with the
Fund. Such reference, however, is for convenience only and does
not indicate a legal conclusion of capacity. The minimum initial
investment is $100 and subsequent investments must be $25 or
more. These minimums may be waived when the shares are purchased
through plans established by the Franklin Templeton Group. The
Fund and Distributors reserve the right to refuse any order for
the purchase of shares.

The Fund may impose a $10 charge for each returned item against
any shareholder account which, in connection with the purchase of
Fund shares, submits a check or a draft which is returned unpaid
to the Fund.

PURCHASE PRICE OF FUND SHARES

Shares of the Fund are offered at the public offering price,
which is the net asset value per share plus a sales charge, next
computed (1) after the shareholder's securities dealer receives
the order which is promptly transmitted to the Fund or (2) after
receipt of an order by mail from the shareholder directly in
proper form (which generally means a completed Shareholder
Application accompanied by a negotiable check). The sales charge
is a variable percentage of the offering price depending upon the
amount of the sale. On orders for 100,000 shares or more, the
offering price will be calculated to four decimal places. On
orders for less than 100,000 shares, the offering price will be
calculated to two decimal places using standard rounding
criteria. A description of the method of calculating net asset
value per share is included under the caption "Valuation of Fund
Shares."

Set forth below is a table of total sales charges or underwriting
commissions and dealer concessions.


                            TOTAL SALES CHARGE
                            
SIZE OF TRANSACTION   AS A PERCENTAGE AS A PERCENTAGE  DEALER CONCESSION
AT OFFERING PRICE     OF OFFERING     OF NET AMOUNT    AS A PERCENTAGE
                      PRICE           INVESTED         OF OFFERING
                                                       PRICE*, ***

Less than $50,000     3.00%           3.09%            2.60%

$50,000 but less      2.50%           2.56%            2.25%
than $100,000

$100,000 but less     2.00%           2.04%            1.85%
than $250,000

$250,000 but less     1.50%           1.52%            1.40%
than $500,000

$500.000 but less     1.00%           1.01%            1.00%
than $750,000

$750,000 but less     0.75%           0.76%            0.75%
than $1,000,000

$1,000,000 or more    none            none             See below**

*Financial institutions or their affiliated brokers may receive
an agency transaction fee in the percentages set forth above.

**The following commissions will be paid by Distributors, from
its own resources, to securities dealers who initiate and are
responsible for purchases of $1 million or more: 0.75% on sales
of $1 million but less than $2 million, plus 0.60% on sales of $2
million but less than $3 million, plus 0.50% on sales of $3
million but less than $50 million, plus 0.25% on sales of $50
million but less than $100 million, plus 0.15% on sales of $100
million or more. Dealer concession breakpoints are reset every 12
months for purposes of additional purchases.

***At the discretion of Distributors, all sales charges may at
times be allowed to the securities dealer.  If 90% or more of the
sales commission is allowed, such securities dealer may be deemed
to be an underwriter as that term is defined in the Securities
Act of 1933, as amended.

No front-end sales charge applies on investments of $1 million or
more, but a contingent deferred sales charge of 1% is imposed on
certain redemptions of all or a portion of investments of $1
million or more within 12 months of the calendar month following
such investments ("contingency period"). See "How to Sell Shares
of the Fund - Contingent Deferred Sales Charge."

The size of a transaction which determines the applicable sales
charge on the purchase of Fund shares is determined by adding the
amount of the shareholder's current purchase plus the cost or
current value (whichever is higher) of a shareholder's existing
investment in one or more of the funds in the Franklin Group of
Funds(Registered Trademark) and the Templeton Group of Funds.
Included for these aggregation purposes are (a) the mutual funds
in the Franklin Group of Funds (except Franklin Valuemark Funds
and Franklin Government Securities Trust) (the "Franklin Funds"),
(b) other investment products underwritten by Distributors or its
affiliates (although certain investments may not have the same
schedule of sales charges and/or may not be subject to reduction)
and (c) the U.S. mutual funds in the Templeton Group of Funds
except Templeton American Trust, Inc., Templeton Capital
Accumulator Fund, Inc., Templeton Variable Annuity Fund, and
Templeton Variable Products Series Fund (the "Templeton Funds").
(Franklin Funds and Templeton Funds are collectively referred to
as the "Franklin Templeton Funds.") Sales charge reductions based
upon aggregate holdings of (a), (b) and (c) above ("Franklin
Templeton Investments") may be effective only after notification
to Distributors that the investment qualifies for a discount.

Distributors, or one of its affiliates, may make payments, out of
its own resources, of up to 0.75% of the amount purchased to
securities dealers who initiate and are responsible for purchases
made at net asset value by non-designated retirement plans, and
up to 1% of the amount purchased to securities dealers who
initiate and are responsible for purchases made at net asset
value by certain designated retirement plans (excluding IRA and
IRA rollovers), certain trust company and trust departments of
banks and certain retirement plans of organizations with
collective retirement plan assets of $10 million or more. See
definitions under "Description of Special Net Asset Value
Purchases" and as set forth in the SAI.

Distributors or one of its affiliates, out of its own resources,
may also provide additional compensation to securities dealers in
connection with sales of shares of the Franklin Templeton Funds.
Compensation may include financial assistance to dealers in
connection with conferences, sales or training programs for their
employees, seminars for the public, advertising, sales campaigns
and/or shareholder services and programs regarding one or more of
the Franklin Templeton Funds and other dealer-sponsored programs
or events. In some instances, this compensation may be made
available only to certain securities dealers whose
representatives have sold or are expected to sell significant
amounts of shares of the Franklin Templeton Funds. Compensation
may include payment for travel expenses, including lodging,
incurred in connection with trips taken by invited registered
representatives and members of their families to locations within
or outside of the United States for meetings or seminars of a
business nature. Dealers may not use sales of the Fund's shares
to qualify for this compensation to the extent such may be
prohibited by the laws of any state or any self-regulatory
agency, such as the National Association of Securities Dealers,
Inc. None of the aforementioned additional compensation is paid
for by the Fund or its shareholders.

Certain officers and trustees of the Trust are also affiliated
with Distributors. A detailed description is included in the SAI.

QUANTITY DISCOUNTS IN SALES CHARGES

Shares may be purchased under a variety of plans which provide
for a reduced sales charge. To be certain to obtain the reduction
of the sales charge, the investor or the dealer should notify
Distributors at the time of each purchase of shares which
qualifies for the reduction. In determining whether a purchase
qualifies for any of the discounts, investments in any Franklin
Templeton Investments may be combined with those of the
investor's spouse and children under the age of 21. In addition,
the aggregate investments of a trustee or other fiduciary account
(for an account under exclusive investment authority) may be
considered in determining whether a reduced sales charge is
available, even though there may be a number of beneficiaries of
the account.

In addition, an investment in the Fund may qualify for a
reduction in the sales charge under the following programs:

1.ERights of Accumulation. The cost or current value (whichever
is higher) of existing investments in the Franklin Templeton
Investments may be combined with the amount of the current
purchase in determining the sales charge to be paid.

2.ELetter of Intent. An investor may immediately qualify for a
reduced sales charge on a purchase of shares of the Fund by
completing the Letter of Intent section of the Shareholder
Application (the "Letter of Intent" or "Letter"). By completing
the Letter, the investor expresses an intention to invest during
the next 13 months a specified amount which, if made at one time,
would qualify for a reduced sales charge and grants to
Distributors a security interest in the reserved shares and
irrevocably appoints Distributors as attorney-in-fact with full
power of substitution to surrender for redemption any or all
shares for the purpose of paying any additional sales charge due.
Purchases under the Letter will conform with the requirements of
Rule 22d-1 under the 1940 Act. The investor or the investor's
securities dealer must inform Investor Services or Distributors
that this Letter is in effect each time a purchase is made.

AN INVESTOR (EXCEPT FOR CERTAIN EMPLOYEE BENEFIT PLANS WHICH ARE
LISTED UNDER "DESCRIPTION OF SPECIAL NET ASSET VALUE PURCHASES")
ACKNOWLEDGES AND AGREES TO THE FOLLOWING PROVISIONS BY COMPLETING
THE LETTER OF INTENT SECTION OF THE SHAREHOLDER APPLICATION: Five
percent (5%) of the amount of the total intended purchase will be
reserved in shares of the Fund, registered in the investor's
name, to assure that the full applicable sales charge will be
paid if the intended purchase is not completed. The reserved
shares will be included in the total shares owned as reflected on
periodic statements; income and capital gain distributions on the
reserved shares will be paid as directed by the investor. The
reserved shares will not be available for disposal by the
investor until the Letter of Intent has been completed or the
higher sales charge paid.

GROUP PURCHASES

An individual who is a member of a qualified group may also
purchase shares of the Fund at the reduced sales charge
applicable to the group as a whole. The sales charge is based
upon the aggregate dollar value of shares previously purchased
and still owned by the group, plus the amount of the current
purchase. For example, if members of the group had previously
invested and still held $80,000 of Fund shares and now were
investing $25,000, the sales charge would be 2.00%. Information
concerning the current sales charge applicable to a group may be
obtained by contacting Distributors.

A "qualified group" is one which (i) has been in existence for
more than six months, (ii) has a purpose other than acquiring
Fund shares at a discount and (iii) satisfies uniform criteria
which enable Distributors to realize economies of scale in its
costs of distributing shares. A qualified group must have more
than 10 members, be available to arrange for group meetings
between representatives of the Fund or Distributors and the
members, agree to include sales and other materials related to
the Fund in its publications and mailings to members at reduced
or no cost to Distributors, and seek to arrange for payroll
deduction or other bulk transmission of investments to the Fund.

If an investor selects a payroll deduction plan, subsequent
investments will be automatic and will continue until such time
as the investor notifies the Fund and the investor's employer to
discontinue further investments. Due to the varying procedures
used to prepare, process and forward the payroll deduction
information to the Fund, there may be a delay between the time of
the payroll deduction and the time the money reaches the Fund.
The investment in the Fund will be made at the offering price per
share determined on the day that both the check and payroll
deduction data are received in required form by the Fund.

PURCHASES AT NET ASSET VALUE

Shares of the Fund may be purchased without the imposition of
either a front-end sales charge ("net asset value") or a
contingent deferred sales charge  by (1) officers, trustees,
directors and full-time employees of the Fund, any of the
Franklin Templeton Funds, or of the Franklin Templeton Group, and
by their spouses and family members, including subsequent
payments made by such parties after cessation of employment; (2)
companies exchanging shares with or selling assets pursuant to a
merger, acquisition or exchange offer; (3) insurance company
separate accounts for pension plan contracts; (4) accounts
managed by the Franklin Templeton Group; (5) shareholders of
Templeton Institutional Funds, Inc. reinvesting redemption
proceeds from that fund under an employee benefit plan qualified
under Section 401 of the Code in shares of the Fund; (6) certain
unit investment trusts and unit holders of such trusts
reinvesting their distributions from the trusts in the Fund; (7)
registered securities dealers and their affiliates, for their
investment account only, and (8) registered personnel and
employees of securities dealers and by their spouses and family
members, in accordance with the internal policies and procedures
of the employing securities dealer.

Shares of the Fund may be purchased at net asset value by persons
who have redeemed, within the previous 120 days, their shares of
the Fund or another of the Franklin Templeton Funds which were
purchased with a front-end sales charge or assessed a contingent
deferred sales charge on redemption. An investor may reinvest an
amount not exceeding the redemption proceeds. While credit will
be given for any contingent deferred sales charge paid on the
shares redeemed and subsequently repurchased, a new contingency
period will begin. Shares of the Fund redeemed in connection with
an exchange into another fund (see "Exchange Privilege") are not
considered "redeemed" for this privilege. In order to exercise
this privilege, a written order for the purchase of shares of the
Fund must be received by the Fund or the Fund's Shareholder
Services Agent within 120 days after the redemption. The 120
days, however, do not begin to run on redemption proceeds placed
immediately after redemption in a Franklin Bank Certificate of
Deposit ("CD") until the CD (including any rollover) matures.
Reinvestment at net asset value may also be handled by a
securities dealer or other financial institution, who may charge
the shareholder a fee for this service. The redemption is a
taxable transaction but reinvestment without a sales charge may
affect the amount of gain or loss recognized and the tax basis of
the shares reinvested. If there has been a loss on the
redemption, the loss may be disallowed if a reinvestment in the
same fund is made within a 30-day period. Information regarding
the possible tax consequences of such a reinvestment is included
in the tax section of this Prospectus and the SAI.

Dividends and capital gains received in cash by the shareholder
may also be used to purchase shares of the Fund or another of the
Franklin Templeton Funds at net asset value and without the
imposition of a contingent deferred sales charge within 120 days
of the payment date of such distribution. To exercise this
privilege, a written request to reinvest the distribution must
accompany the purchase order. Additional information may be
obtained from Shareholder Services at 1-800/632-2301. See
"Distributions in Cash" under "Distributions to Shareholders."

Shares of the Fund may be purchased at net asset value and
without the imposition of a contingent deferred sales charge by
registered investment advisers buying on behalf of a client,
provided that the registered investment adviser has a pre-
existing investment advisory relationship with the investor under
which the investor compensates the registered investment adviser
through payment of an investment advisory fee and the qualifying
investment in such Fund is made within the context of that
investment advisory relationship. SHARES ACQUIRED PURSUANT TO
THIS PROVISION ARE NOT ELIGIBLE FOR EXCHANGE AT NET ASSET VALUE
INTO ANOTHER OF THE FRANKLIN TEMPLETON FUNDS.

Shares of the Fund may be purchased at net asset value and
without the imposition of a contingent deferred sales charge by
investors who have, within the past 60 days, redeemed an
investment in an unaffiliated mutual fund which charged the
investor a contingent deferred sales charge upon redemption and
which has investment objectives similar to those of the Fund.

Shares of the Fund may be purchased at net asset value and
without the imposition of a contingent deferred sales charge by
broker-dealers who have entered into a supplemental agreement
with Distributors, or by registered investment advisers
affiliated with such broker-dealers, on behalf of their clients
who are participating in a comprehensive fee program (sometimes
known as a wrap fee program).

Shares of the Fund may be purchased at net asset value and
without the imposition of a contingent deferred sales charge by
anyone who has taken a distribution from an existing retirement
plan already invested in the Franklin Templeton Funds (including
former participants of the Franklin Templeton Profit Sharing
401(k) plan), to the extent of such distribution. In order to
exercise this privilege a written order for the purchase of
shares of the Fund must be received by Franklin Templeton Trust
Company (the "Trust Company"), the Fund or Investor Services,
within 120 days after the plan distribution. A prospectus
outlining the investment objectives and policies of a fund in
which the shareholder wishes to invest may be obtained by calling
toll free at 1-800/DIAL BEN (1-800/342-5236).

Shares of the Fund may also be purchased at net asset value and
without the imposition of a contingent deferred sales charge by
any state, county, or city, or any instrumentality, department,
authority or agency thereof which has determined that the Fund is
a legally permissible investment and which is prohibited by
applicable investment laws from paying a sales charge or
commission in connection with the purchase of shares of any
registered management investment company ("an eligible
governmental authority"). SUCH INVESTORS SHOULD CONSULT THEIR OWN
LEGAL ADVISORS TO DETERMINE WHETHER AND TO WHAT EXTENT THE SHARES
OF THE FUND CONSTITUTE LEGAL INVESTMENTS FOR THEM. Municipal
investors considering investment of proceeds of bond offerings
into the Fund should consult with expert counsel to determine the
effect, if any, of various payments made by the Fund or its
investment manager on arbitrage rebate calculations. If an
investment by an eligible governmental authority at net asset
value is made through a securities dealer who has executed a
dealer agreement with Distributors, Distributors or one of its
affiliates may make a payment, out of its own resources, to such
securities dealer in an amount not to exceed 0.25% of the amount
invested. Contact Franklin's Institutional Sales Department for
additional information.

DESCRIPTION OF SPECIAL NET ASSET VALUE PURCHASES

Shares of the Fund may also be purchased at net asset value and
without the imposition of a contingent deferred sales charge by
certain designated retirement plans, including profit sharing,
pension, 401(k) and simplified employee pension plans
("designated plans"), subject to minimum requirements with
respect to number of employees or amount of purchase, which may
be established by Distributors. Currently those criteria require
that the employer establishing the plan have 200 or more
employees or that the amount invested or to be invested during
the subsequent 13-month period in the Fund or in any of the
Franklin Templeton Investments totals at least $1,000,000.
Employee benefit plans not designated above or qualified under
Section 401 of the Code ("non-designated plans") may be afforded
the same privilege if they meet the above requirements as well as
the uniform criteria for qualified groups previously described
under "Group Purchases" which enable Distributors to realize
economies of scale in its sales efforts and sales related
expenses.

Shares of the Fund may be purchased at net asset value and
without the imposition of a contingent deferred sales charge by
trust companies and bank trust departments for funds over which
they exercise exclusive discretionary investment authority and
which are held in a fiduciary, agency, advisory, custodial or
similar capacity. Such purchases are subject to minimum
requirements with respect to amount of purchase, which may be
established by Distributors. Currently, those criteria require
that the amount invested or to be invested during the subsequent
13-month period in this Fund or any of the Franklin Templeton
Investments total at least $1,000,000. Orders for such accounts
will be accepted by mail accompanied by a check or by telephone
or other means of electronic data transfer directly from the bank
or trust company, with payment by federal funds received by the
close of business on the next business day following such order.

Shares of the Fund may be purchased at net asset value and
without the imposition of a contingent deferred sales charge by
trustees or other fiduciaries purchasing securities for certain
retirement plans of organizations with collective retirement plan
assets of $10 million or more, without regard to where such
assets are currently invested.

Refer to the SAI for further information.

PURCHASING WITH GERMAN MARKS

Shareholders having other German mark-denominated assets may wish
to purchase Fund shares with German marks in order to avoid the
cost and inconvenience of first converting their German marks
into U.S. dollars. Investors wishing to purchase Fund shares with
German marks normally must add to an existing Fund account. The
minimum required Fund purchase that may be made in this manner is
10,000 German marks. New accounts may not be opened in this
manner without the prior consent of Distributors. Investments in
the Fund may not be made in currencies other than the U.S. dollar
or the German mark without the prior consent of Distributors.
Provided that Distributors receives timely notice as described
below, Fund shares will be purchased at the public offering price
in U.S. dollars next determined after the Fund custodian's
correspondent bank in Germany receives the German marks, using
the same exchange rate used to convert the value of the Fund's
German mark-denominated assets into U.S. dollars for portfolio
valuation purposes.

The Fund does not charge a fee for receiving investments in this
manner. The shareholder's bank, however, may impose wire and
other fees.

To invest in the Fund with German marks, please follow the
directions below:

1.  Notify Distributors by phone at 1-800/632-2301 (or 1-415/312-
   3400) or by fax at 1-415/312-4175 by 1:00 p.m., Eastern time,
   at least two business days prior to the date on which funds
   are to be wired, that a purchase will be made with German
   marks. Alternatively, Distributors may be notified after 1:00
   p.m., Eastern time, at least three business days prior to the
   date on which funds are to be wired. The following
   information must be included in the notice:
   Date of Wire (Value Date)
   Amount of Wire (in German marks)
   Name of Bank Wiring Funds
   Shareholder Name
   Shareholder Account Number
   Wire Control Number (to be assigned each time)
2.  At least two/three business days after notifying Distributors
   of the shareholder's intent to purchase Fund shares with
   German marks, the shareholder should request the bank to
   transmit, for value, immediately available funds (German
   marks) to:
    Bank........Chase Bank A.G
                Alexanderstrasse 59
                Postfach 90-01-09
                6000 Frankfurt/Main 90
                Frankfurt-Rodelheim Germany
    Account....Chase Manhattan Bank,
                London
                623 120 0079
    Further
    Credit.....for Franklin Templeton
                German Government Bond Fund

GENERAL

Securities laws of states in which the Fund's shares are offered
for sale may differ from the interpretations of federal law, and
banks and financial institutions selling Fund shares may be
required to register as dealers pursuant to state law.

PURCHASING SHARES OF THE FUND
IN CONNECTION WITH RETIREMENT PLANS
INVOLVING TAX-DEFERRED INVESTMENTS

Shares of the Fund may be used for individual or employer-
sponsored retirement plans involving tax-deferred investments.
The Fund may be used as an investment vehicle for an existing
retirement plan, or Franklin Templeton Trust Company ( the "Trust
Company") may provide the plan documents and serve as custodian
or trustee.  A plan document must be adopted for a retirement
plan to be in existence. The Trust Company, an affiliate of
Distributors, can serve as custodian or trustee for retirement
plans.  Brochures for the Trust Company plans contain important
information regarding eligibility, contribution and deferral
limits and distribution requirements. Please note that an
application other than the one contained in this Prospectus must
be used to establish a retirement plan account with the Trust
Company. To obtain a retirement plan brochure or application,
call toll free 1-800/DIAL BEN (1-800/342-5236).

Please see "How to Sell Shares of the Fund" for specific
information regarding redemptions from retirement plan accounts.
Specific forms are required to be completed for distributions
from Franklin Templeton Trust Company retirement plans.

Individuals and plan sponsors should consult with legal, tax or
benefits and pension plan consultants before choosing a
retirement plan. In addition, retirement plan investors should
consider consulting their investment representatives or advisors
concerning investment decisions within their plans.

OTHER PROGRAMS AND PRIVILEGES
AVAILABLE TO FUND SHAREHOLDERS

CERTAIN OF THE PROGRAMS AND PRIVILEGES DESCRIBED IN THIS SECTION
MAY NOT BE AVAILABLE DIRECTLY FROM THE FUND TO SHAREHOLDERS WHOSE
SHARES ARE HELD, OF RECORD, BY A FINANCIAL INSTITUTION OR IN A
"STREET NAME" ACCOUNT OR NETWORKED ACCOUNT THROUGH THE NATIONAL
SECURITIES CLEARING CORPORATION ("NSCC") (SEE THE SECTION
CAPTIONED "ACCOUNT REGISTRATIONS" IN THIS PROSPECTUS).

SHARE CERTIFICATES

Shares for an initial investment, as well as subsequent
investments, including the reinvestment of dividends and capital
gain distributions, are generally credited to an account in the
name of an investor on the books of the Fund, without the
issuance of a share certificate. Maintaining shares in
uncertificated form (also known as "plan balance") minimizes the
risk of loss or theft of a share certificate. A lost, stolen or
destroyed certificate cannot be replaced without obtaining a
sufficient indemnity bond. The cost of such a bond, which is
generally borne by the shareholder, can be 2% or more of the
value of the lost, stolen or destroyed certificate. A certificate
will be issued if requested in writing by the shareholder or by
the securities dealer.

CONFIRMATIONS

A confirmation statement will be sent to each shareholder
quarterly to reflect the dividends reinvested during that period
and after each other transaction which affects the shareholder's
account. This statement will also show the total number of shares
owned by the shareholder, including the number of shares in "plan
balance" for the account of the shareholder.

AUTOMATIC INVESTMENT PLAN

Under the Automatic Investment Plan, a shareholder may be able to
arrange to make additional purchases of shares automatically on a
monthly basis by electronic funds transfer from a checking
account if the bank which maintains the account is a member of
the Automated Clearing House, or by preauthorized checks drawn on
the shareholder's bank account. A shareholder may, of course,
terminate the program at any time. The Shareholder Application
included with this Prospectus contains the requirements
applicable to this program. In addition, shareholders may obtain
more information concerning this program from their securities
dealers or from Distributors.

The market value of the Fund's shares is subject to fluctuation.
Before undertaking any plan for systematic investment, the
investor should keep in mind that such a program does not assure
a profit or protect against a loss.


SYSTEMATIC WITHDRAWAL PLAN

A shareholder may establish a Systematic Withdrawal Plan and
receive regular periodic payments from the account, provided that
the net asset value of the shares held by the shareholder is at
least $5,000. There are no service charges for establishing or
maintaining a Systematic Withdrawal Plan. The minimum amount
which the shareholder may withdraw is $50 per withdrawal
transaction, although this is merely the minimum amount allowed
under the plan and should not be mistaken for a recommended
amount. Retirement plans subject to mandatory distribution
requirements are not subject to the $50 minimum. The plan may be
established on a monthly, quarterly, semiannual or annual basis.
If the shareholder establishes a plan, any capital gain
distributions and income dividends paid by the Fund will be
reinvested for the shareholder's account in additional shares at
net asset value. Payments will then be made from the liquidation
of shares at net asset value on the day of the transaction (which
is generally the first business day of the month in which the
payment is scheduled) with payment generally received by the
shareholder three to five days after the date of liquidation. By
completing the "Special Payment Instructions for Distributions"
section of the Shareholder Application included with this
Prospectus, a shareholder may direct the selected withdrawals to
another of the Franklin Templeton Funds, to another person, or
directly to a checking account. If the bank at which the account
is maintained is a member of the Automated Clearing House, the
payments may be made automatically by electronic funds transfer.
If this last option is requested, the shareholder should allow at
least 15 days for initial processing. Withdrawals which may be
paid in the interim will be sent to the address of record.
Liquidation of shares may reduce or possibly exhaust the shares
in the shareholder's account, to the extent withdrawals exceed
shares earned through dividends and distributions, particularly
in the event of a market decline. If the withdrawal amount
exceeds the total plan balance, the account will be closed and
the remaining balance will be sent to the shareholder. As with
other redemptions, a liquidation to make a withdrawal payment is
a sale for federal income tax purposes. Because the amount
withdrawn under the plan may be more than the shareholder's
actual yield or income, part of the payment may be a return of
the shareholder's investment.

The maintenance of a Systematic Withdrawal Plan concurrently with
purchases of additional shares of the Fund would be
disadvantageous because of the sales charge on the additional
purchases. The shareholder should ordinarily not make additional
investments of less than $5,000 or three times the annual
withdrawals under the plan during the time such a plan is in
effect. A Systematic Withdrawal Plan may be terminated on written
notice by the shareholder or the Fund, and it will terminate
automatically if all shares are liquidated or withdrawn from the
account, or upon the Fund's receipt of notification of the death
or incapacity of the shareholder. Shareholders may change the
amount (but not below the specified minimum) and schedule of
withdrawal payments, or suspend one such payment by giving
written notice to Investor Services at least seven business days
prior to the end of the month preceding a scheduled payment.
Share certificates may not be issued while a Systematic
Withdrawal Plan is in effect.

INSTITUTIONAL ACCOUNTS

There may be additional methods of purchasing, redeeming or
exchanging shares of the Fund available to institutional
accounts. For further information, contact Franklin's
Institutional Services Department at 1-800/321-8563.

EXCHANGE PRIVILEGE

The Franklin Templeton Funds consist of a number of mutual funds
with various investment objectives or policies. The shares of
most of these mutual funds are offered to the public with a sales
charge. If a shareholder's investment objective or outlook for
the securities markets changes, the Fund shares may be exchanged
for other Franklin Templeton Funds which are eligible for sale in
the shareholder's state of residence and in conformity with such
fund's stated eligibility requirements and investment minimums.
Investors should review the prospectus of the fund they wish to
exchange from and the fund they wish to exchange into for all
specific requirements or limitations on exercising the exchange
privilege, for example, minimum holding periods or applicable
sales charges. Exchanges may be made in any of the following
ways:

EXCHANGES BY MAIL

Send written instructions signed by all account owners and
accompanied by any outstanding share certificates properly
endorsed. The transaction will be effective upon receipt of the
written instructions together with any outstanding share
certificates.

EXCHANGES BY TELEPHONE

SHAREHOLDERS, OR THEIR INVESTMENT REPRESENTATIVE OF RECORD, IF
ANY, MAY EXCHANGE SHARES OF THE FUND BY TELEPHONE BY CALLING
INVESTOR SERVICES AT 1-800/632-2301 OR THE AUTOMATED FRANKLIN
TELEFACTS SYSTEM (DAY OR NIGHT) AT 1-800/247-1753. IF THE
SHAREHOLDER DOES NOT WISH THIS PRIVILEGE EXTENDED TO A PARTICULAR
ACCOUNT, THE FUND OR INVESTOR SERVICES SHOULD BE NOTIFIED.

The Telephone Exchange Privilege allows a shareholder to effect
exchanges from the Fund into an identically registered account in
one of the other available Franklin Templeton Funds. The
Telephone Exchange Privilege is available only for uncertificated
shares or those which have previously been deposited in the
shareholder's account. The Fund and Investor Services will employ
reasonable procedures to confirm that instructions communicated
by telephone are genuine. Please refer to "Telephone Transactions
- - Verification Procedures."

During periods of drastic economic or market changes, it is
possible that the Telephone Exchange Privilege may be difficult
to implement and the eleFACTS option may not be available. In
this event, shareholders should follow the other exchange
procedures discussed in this section, including the procedures
for processing exchanges through securities dealers.

EXCHANGES THROUGH SECURITIES DEALERS

As is the case with all purchases and redemptions of the Fund's
shares, Investor Services will accept exchange orders by
telephone or by other means of electronic transmission from
securities dealers who execute a dealer or similar agreement with
Distributors. See also "Exchanges By Telephone" above. Such a
dealer-ordered exchange will be effective only for uncertificated
shares on deposit in the shareholder's account or for which
certificates have previously been deposited. A securities dealer
may charge a fee for handling an exchange.

ADDITIONAL INFORMATION REGARDING EXCHANGES

A contingent deferred sales charge will not be imposed on
exchanges.  If, however, the exchanged shares were subject to a
contingent deferred sales charge in the original fund purchased,
and shares are subsequently redeemed within the contingency
period, a contingent deferred sales charge will be imposed.  The
contingency period will be tolled (or stopped) for the period
such shares are exchanged into and held in a Franklin or
Templeton money market fund. See also "How to Sell Shares of the
Fund - Contingent Deferred Sales Charge."

Exchanges are made on the basis of the net asset values of the
funds involved, except as set forth below. Exchanges of shares of
the Fund which were purchased without a sales charge will be
charged a sales charge in accordance with the terms of the
prospectus of the fund being purchased, unless the investment on
which no sales charge was paid was transferred in from a fund on
which the investor paid a sales charge. Exchanges of shares of
the Fund which were purchased with a lower sales charge to a fund
which has a higher sales charge will be charged the difference,
unless the shares were held in the Fund for at least six months
prior to executing the exchange. When an investor requests the
exchange of the total value of the Fund account, declared but
unpaid income dividends and capital gain distributions will be
transferred to the fund being exchanged into and will be invested
at net asset value. Because the exchange is considered a
redemption and purchase of shares, the shareholder may realize a
gain or loss for federal income tax purposes. Backup withholding
and information reporting may also apply. Information regarding
the possible tax consequences of such an exchange is included in
the tax section in this Prospectus and in the SAI.

There are differences among the Franklin Templeton Funds. Before
making an exchange, a shareholder should obtain and review a
current prospectus of the fund into which the shareholder wishes
to transfer.

If a substantial portion of the Fund's shareholders should,
within a short period, elect to redeem their shares of the Fund
pursuant to the exchange privilege, the Fund might have to
liquidate portfolio securities it might otherwise hold and incur
the additional costs related to such transactions. On the other
hand, increased use of the exchange privilege may result in
periodic large inflows of money. If this should occur, it is the
general policy of the Fund to initially invest this money in
short-term, interest-bearing money market instruments, unless it
is felt that attractive investment opportunities consistent with
the Fund's investment objectives exist immediately. Subsequently,
this money will be withdrawn from such short-term money market
instruments and invested in portfolio securities in as orderly a
manner as is possible when attractive investment opportunities
arise.

The Exchange Privilege may be modified or discontinued by the
Fund at any time upon 60 days' written notice to shareholders.

RETIREMENT ACCOUNTS

Franklin Templeton IRA and 403(b) retirement accounts may
accomplish exchanges directly. Certain restrictions may apply,
however, to other types of retirement plans. See "Restricted
Accounts" under "Telephone Transactions."

TIMING ACCOUNTS

Accounts which are administered by allocation or market timing
services to purchase or redeem shares based on predetermined
market indicators ("Timing Accounts") will be charged a $5.00
administrative service fee per each such exchange. All other
exchanges are without charge.

RESTRICTIONS ON EXCHANGES

In accordance with the terms of their respective prospectuses,
certain funds do not accept or may place differing limitations
than those below on exchanges by Timing Accounts.

The Fund reserves the right to temporarily or permanently
terminate the exchange privilege or reject any specific purchase
order for any Timing Account or any person whose transactions
seem to follow a timing pattern who: (i) make an exchange request
out of the Fund within two weeks of an earlier exchange request
out of the Fund, or (ii) make more than two exchanges out of the
Fund per calendar quarter, or (iii) exchange shares equal in
value to at least $5 million, or more than 1% of the Fund's net
assets. Accounts under common ownership or control, including
accounts administered so as to redeem or purchase shares based
upon certain predetermined market indicators, will be aggregated
for purposes of the exchange limits.

The Fund reserves the right to refuse the purchase side of
exchange requests by any Timing Account, person, or group if, in
the Manager's judgment, the Fund would be unable to invest
effectively in accordance with its investment objectives and
policies, or would otherwise potentially be adversely affected. A
shareholder's purchase exchanges may be restricted or refused if
the Fund receives or anticipates simultaneous orders affecting
significant portions of the Fund's assets. In particular, a
pattern of exchanges that coincide with a "market timing"
strategy may be disruptive to the Fund and therefore may be
refused.

The Fund and Distributors also, as indicated in "How to Buy
Shares of the Fund," reserve the right to refuse any order for
the purchase of shares.

HOW TO SELL SHARES OF THE FUND

A shareholder may at any time liquidate shares owned and receive
from the Fund the value of the shares. Shares may be redeemed in
any of the following ways:

REDEMPTIONS BY MAIL

Send a written request, signed by all registered owners, to
Investor Services, at the address shown on the back cover of this
Prospectus, and any share certificates which have been issued for
the shares being redeemed, properly endorsed and in order for
transfer. The shareholder will then receive from the Fund the
value of the shares based upon the net asset value per share next
computed after the written request in proper form is received by
Investor Services. Redemption requests received after the time at
which the net asset value is calculated (1:00 p.m. Pacific time)
each day that the New York Stock Exchange (the "Exchange") is
open for business will receive the price calculated on the
following business day. Shareholders are requested to provide a
telephone number(s) where they may be reached during business
hours, or in the evening if preferred. Investor Services' ability
to contact a shareholder promptly when necessary will speed the
processing of the redemption.

TO BE CONSIDERED IN PROPER FORM, SIGNATURE(S) MUST BE GUARANTEED
IF THE REDEMPTION REQUEST INVOLVES ANY OF THE FOLLOWING:

(1)  the proceeds of the redemption are over $50,000;

(2)  the proceeds (in any amount) are to be paid to someone other
     than the registered owner(s) of the account;
     
(3)  the proceeds (in any amount) are to be sent to any address
     other than the shareholder's address of record,
     preauthorized bank account or brokerage firm account;

(4)  share certificates, if the redemption proceeds are in excess
     of $50,000; or

(5)  the Fund or Investor Services believes that a signature
     guarantee would protect against potential claims based on
     the transfer instructions, including, for example, when (a)
     the current address of one or more joint owners of an
     account cannot be confirmed, (b) multiple owners have a
     dispute or give inconsistent instructions to the Fund, (c)
     the Fund has been notified of an adverse claim, (d) the
     instructions received by the Fund are given by an agent, not
     the actual registered owner, (e) the Fund determines that
     joint owners who are married to each other are separated or
     may be the subject of divorce proceedings, or (f) the
     authority of a representative of a corporation, partnership,
     association, or other entity has not been established to the
     satisfaction of the Fund.

Signature(s) must be guaranteed by an "eligible guarantor
institution" as defined under Rule 17Ad-15 under the Securities
Exchange Act of 1934. Generally, eligible guarantor institutions
include (1) national or state banks, savings associations,
savings and loan associations, trust companies, savings banks,
industrial loan companies and credit unions; (2) national
securities exchanges, registered securities associations and
clearing agencies; (3) securities dealers which are members of a
national securities exchange or a clearing agency or which have
minimum net capital of $100,000; or (4) institutions that
participate in the Securities Transfer Agent Medallion Program
("STAMP") or other recognized signature guarantee medallion
program. A notarized signature will not be sufficient for the
request to be in proper form.

Where shares to be redeemed are represented by share
certificates, the request for redemption must be accompanied by
the share certificate and a share assignment form signed by the
registered shareholders exactly as the account is registered,
with the signature(s) guaranteed as referenced above.
Shareholders are advised, for their own protection, to send the
share certificate and assignment form in separate envelopes if
they are being mailed in for redemption.
Liquidation requests of corporate, partnership, trust and
custodianship accounts, and accounts under court jurisdiction
require the following documentation to be in proper form:

Corporation - (1) Signature guaranteed letter of instruction from
the authorized officer(s) of the corporation, and (2) a corporate
resolution.

Partnership - (1) Signature guaranteed letter of instruction from
a general partner and (2) pertinent pages from the partnership
agreement identifying the general partners or a certification for
a partnership agreement.

Trust - (1) Signature guaranteed letter of instruction from the
trustee(s) and (2) a copy of the pertinent pages of the trust
document listing the trustee(s) or a Certification for Trust if
the trustee(s) are not listed on the account registration.

Custodial (other than a retirement account) - Signature
guaranteed letter of instruction from the custodian.

Accounts under court jurisdiction - Check court documents and the
applicable state law since these accounts have varying
requirements, depending upon the state of residence.

Payment for redeemed shares will be sent to the shareholder
within seven days after receipt of the request in proper form.

REDEMPTIONS BY TELEPHONE

Shareholders who complete the Franklin Templeton Telephone
Redemption Authorization Agreement (the "Agreement")included with
this Prospectus may redeem shares of the Fund by telephone,
subject to the Restricted Account exception noted under
"Telephone Transactions - Restricted Accounts." INFORMATION MAY
ALSO BE OBTAINED BY WRITING TO THE FUND OR INVESTOR SERVICES AT
THE ADDRESS SHOWN ON THE COVER OR BY CALLING 1-800/632-2301. THE
FUND AND INVESTOR SERVICES WILL EMPLOY REASONABLE PROCEDURES TO
CONFIRM THAT INSTRUCTIONS GIVEN BY TELEPHONE ARE GENUINE.
SHAREHOLDERS, HOWEVER, BEAR THE RISK OF LOSS IN CERTAIN CASES AS
DESCRIBED UNDER "TELEPHONE TRANSACTIONS - VERIFICATION
PROCEDURES."

For shareholder accounts with the completed Agreement on file,
redemptions of uncertificated shares or shares which have
previously been deposited with the Fund or Investor Services may
be made for up to $50,000 per day per Fund account. Telephone
redemption requests received before 1:00 p.m. Pacific time on any
business day will be processed that same day. The redemption
check will be sent within seven days, made payable to all the
registered owners on the account, and will be sent only to the
address of record. Redemption requests by telephone will not be
accepted within 30 days following an address change by telephone.
In that case, a shareholder should follow the other redemption
procedures set forth in this Prospectus. Institutional accounts
(certain corporations, bank trust departments, government
entities, and qualified retirement plans which qualify to
purchase shares at net asset value pursuant to the terms of this
Prospectus) which wish to execute redemptions in excess of
$50,000 must complete an Institutional Telephone Privileges
Agreement, which is available from Franklin's Institutional
Services Department by telephoning 1-800/321-8563.

REDEEMING SHARES THROUGH SECURITIES DEALERS

The Fund will accept redemption orders by telephone or other
means of electronic transmission from securities dealers who have
entered into a dealer or similar agreement with Distributors.
This is known as a repurchase. The only difference between a
normal redemption and a repurchase is that if the shareholder
redeems shares through a securities dealer, the redemption price
will be the net asset value next calculated after the
shareholder's securities dealer receives the order which is
promptly transmitted to the Fund, rather than on the day the Fund
receives the shareholder's written request in proper form. These
documents, as described in the preceding section, are required
even if the shareholder's securities dealer has placed the
repurchase order. After receipt of a repurchase order from the
securities dealer, the Fund will still require a signed letter of
instruction and all other documents set forth above. A
shareholder's letter should reference the Fund, the account
number, the fact that the repurchase was ordered by a securities
dealer and the securities dealer's name. Details of the dealer-
ordered trade, such as trade date, confirmation number, and the
amount of shares or dollars, will help speed processing of the
redemption. The seven-day period within which the proceeds of the
shareholder's redemption will be sent will begin when the Fund
receives all documents required to complete ("settle") the
repurchase in proper form. The redemption proceeds will not earn
dividends or interest during the time between receipt of the
securities dealer's repurchase order and the date the redemption
is processed upon receipt of all documents necessary to settle
the repurchase. Thus, it is in a shareholder's best interest to
have the required documentation completed and forwarded to the
Fund as soon as possible. The shareholder's securities dealer may
charge a fee for handling the order. The SAI contains more
information on the redemption of shares.

CONTINGENT DEFERRED SALES CHARGE

In order to recover commissions paid to securities dealers on
investments of $1 million or more, a contingent deferred sales
charge of 1% applies to redemptions of those investments within
the contingency period of 12 months of the calendar month
following their purchase.  The charge is 1% of the lesser of the
value of the shares redeemed (exclusive of reinvested dividends
and capital gain distributions) or the total cost of such shares,
and is retained by Distributors.  In determining if a charge
applies, shares not subject to a contingent deferred sales charge
are deemed to be redeemed first, in the following order: (i)
shares representing amounts attributable to capital appreciation
of those shares held less than 12 months; (ii) shares purchased
with reinvested dividends and capital gain distributions; and
(iii) other shares held longer than 12 months; and followed by
any shares held less than 12 months, on a "first in, first out"
basis.

The contingent deferred sales charge is waived for: exchanges;
account fees; distributions to participants in Trust Company
retirement plan accounts due to death, disability or attainment
of age 59 1/2; tax-free returns of excess contributions to
employee benefit plans; distributions from employee benefit
plans, including those due to plan termination or plan transfer;
redemptions through a Systematic Withdrawal Plan set up prior to
February 1, 1995 and, for Systematic Withdrawal Plans set up
thereafter, redemptions of up to 1% monthly of an account's net
asset value (3% quarterly, 6% semiannually or 12% annually); and
redemptions initiated by the Fund due to a shareholder's account
falling below the minimum specified account size. In addition to
the waiver referred to above, shares of participants in Trust
Company retirement plan accounts will, in the event of death,
disability, or attainment of age 59 1/2, no longer be subject to
the contingent deferred sales charge.

Requests for redemptions for a specified dollar amount will
result in additional shares being redeemed to cover any
applicable contingent deferred sales charge while requests for
redemption of a specific number of shares will result in the
applicable contingent deferred sales charge being deducted from
the total dollar amount redeemed.

RECEIVING REDEMPTION PROCEEDS
IN GERMAN MARKS

Shareholders may elect to have the proceeds of a redemption of
Fund shares paid to them in German marks. To use this service,
shareholders must first complete and return a Foreign Currency
Redemption Authorization Form. To request this form, please call
Distributors at 1-800/632-2301 (or 1-415/312-3400) or fax your
request to 1-415/312-4175. As explained more fully in the
instructions accompanying the form, shareholders must have
established a German mark-denominated bank account before using
this service. Redemption proceeds paid in German marks will be
calculated using the net asset value per share and the U.S.
dollar-German mark exchange rate next determined after receipt of
the redemption request in proper form.

To receive redemption proceeds in German marks, shareholders must
redeem shares valued at a minimum of $5,000.

ADDITIONAL INFORMATION REGARDING REDEMPTIONS

The Fund may delay the mailing of the redemption check, or a
portion thereof, until the clearance of the check used to
purchase Fund shares, which may take up to 15 days or more.
Although the use of a certified or cashier's check will generally
reduce this delay, shares purchased with these checks will also
be held pending clearance. Shares purchased by federal funds wire
are available for immediate redemption. In addition, the right of
redemption may be suspended or the date of payment postponed if
the Exchange is closed (other than customary closing) or upon the
determination of the SEC that trading on the Exchange is
restricted or an emergency exists, or if the SEC permits it, by
order, for the protection of shareholders. Of course, the amount
received may be more or less than the amount invested by the
shareholder, depending on fluctuations in the market value of
securities owned by the Fund.

RETIREMENT PLAN ACCOUNTS

Retirement plan account liquidations require the completion of
certain additional forms to ensure compliance with IRS
regulations. To liquidate a retirement plan account, a
shareholder or securities dealer may call Franklin's Retirement
Plans Department to obtain the necessary forms.

Tax penalties will generally apply to any distribution from such
plans to a participant under age 59 1/2, unless the distribution
meets one of the exceptions set forth in the Code.

OTHER

For any information required about a proposed liquidation, a
shareholder may call Franklin's Shareholder Services Department
or the securities dealer may call Franklin's Dealer Services
Department.

TELEPHONE TRANSACTIONS

Shareholders of the Fund and their investment representative of
record, if any, may be able to execute various transactions by
calling Investor Services at 1-800/632-2301.

All shareholders will be able to: (i) effect a change in address,
(ii) change a dividend option (see "Restricted Accounts" below),
(iii) transfer Fund shares in one account to another identically
registered account in the Fund, and (iv) exchange Fund shares as
described in this Prospectus by telephone. In addition,
shareholders who complete and file an Agreement as described
under "How to Sell Shares of the Fund - Redemptions by Telephone"
will be able to redeem shares of the Fund.

VERIFICATION PROCEDURES

The Fund and Investor Services will employ reasonable procedures
to confirm that instructions communicated by telephone are
genuine. These will include: recording all telephone calls
requesting account activity by telephone, requiring that the
caller provide certain personal and/or account information
requested by the telephone service agent at the time of the call
for the purpose of establishing the caller's identification, and
by sending a confirmation statement on redemptions to the address
of record each time account activity is initiated by telephone.
So long as the Fund and Investor Services follow instructions
communicated by telephone which were reasonably believed to be
genuine at the time of their receipt, neither they nor their
affiliates will be liable for any loss to the shareholder caused
by an unauthorized transaction. Shareholders are, of course,
under no obligation to apply for or accept telephone transaction
privileges. In any instance where the Fund or Investor Services
is not reasonably satisfied that instructions received by
telephone are genuine, the requested transaction will not be
executed, and neither the Fund nor Investor Services will be
liable for any losses which may occur because of a delay in
implementing a transaction.

RESTRICTED ACCOUNTS

Telephone redemptions and dividend option changes may not be
accepted on Franklin Templeton retirement accounts. To assure
compliance with all applicable regulations, special forms are
required for any distribution, redemption, or dividend payment.
While the telephone exchange privilege is extended to Franklin
Templeton IRA and 403(b) retirement accounts, certain
restrictions may apply to other types of retirement plans.
Changes to dividend options must also be made in writing.

To obtain further information regarding distribution or transfer
procedures, including any required forms, retirement account
shareholders may call to speak to a Retirement Plan Specialist at
1-800/527-2020 for Franklin accounts or 1-800/354-9191 (press "2"
when prompted to do so) for Templeton accounts.

GENERAL

During periods of drastic economic or market changes, it is
possible that the telephone transaction privileges will be
difficult to execute because of heavy telephone volume. In such
situations, shareholders may wish to contact their investment
representative for assistance, or to send written instructions to
the Fund as detailed elsewhere in this Prospectus.

Neither the Fund nor Investor Services will be liable for any
losses resulting from the inability of a shareholder to execute a
telephone transaction.

The telephone transaction privilege may be modified or
discontinued by the Fund at any time upon 60 days' written notice
to shareholders.

VALUATION OF FUND SHARES

The net asset value per share of the Fund is determined as of
1:00 p.m. Pacific time each day that the Exchange is open for
trading. Many newspapers carry daily quotations of the prior
trading day's closing "bid" (net asset value) and "ask" (offering
price, which includes the maximum sales charge of the Fund).

The net asset value per share of the Fund is determined in the
following manner: The aggregate of all liabilities, including,
without limitation, the current market value of any outstanding
options written by the Fund, accrued expenses and taxes and any
necessary reserves, is deducted from the aggregate gross value of
all assets, and the difference is divided by the number of shares
of the Fund outstanding at the time. For the purpose of
determining the aggregate net assets of the Fund, cash and
receivables are valued at their realizable amounts. Interest is
recorded as accrued and dividends are recorded on the ex-dividend
date. Portfolio securities listed on a securities exchange or on
the NASDAQ National Market System for which market quotations are
readily available are valued at the last quoted sale price of the
day or, if there is no such reported sale, within the range of
the most recent quoted bid and ask prices. Over-the-counter
portfolio securities for which market quotations are readily
available are valued within the range of the most recent bid and
ask prices as obtained from one or more dealers that make markets
in the securities. Portfolio securities which are traded both in
the over-the-counter market and on a stock exchange are valued
according to the broadest and most representative market as
determined by the Manager. If the Fund should have an open option
position as to a security, the valuation of the contract is at
the average of the bid and ask prices. Portfolio securities
underlying actively traded call options are valued at their
market price as determined above. The current market value of any
option held by the Fund is its last sales price on the relevant
exchange prior to the time when assets are valued. Lacking any
sales that day or if the last sale price is outside the bid and
ask prices, the options are valued within the range of the
current closing bid and ask prices if such valuation is believed
to fairly reflect the contract's market value. Other securities
for which market quotations are readily available are valued at
the current market price, which may be obtained from a pricing
service based on a variety of factors, including recent trades,
institutional size trading in similar types of securities
(considering yield, risk and maturity) and/or developments
related to specific issues. Securities and other assets for which
market prices are not readily available are valued at fair value
as determined following procedures approved by the Board of
Trustees. With the approval of the Board of Trustees, the Fund
may utilize a pricing service, bank or securities dealer to
perform any of the above described functions.

Securities denominated in foreign currencies and traded on
foreign exchanges or in foreign markets will be valued in a
similar manner and their value will then be converted into their
U.S. dollars equivalent at the foreign exchange rate in effect at
9:00 AM Pacific time, or, if no such quotation is available, at
the rate of exchange determined in accordance with policies
established in good faith by the Board of Trustees. Because the
value of securities denominated in foreign currencies must be
translated into U.S. dollars, fluctuations in the value of such
currencies in relation to the U.S. dollar will affect the net
asset value of Fund shares even though there has not been any
change in the values of such securities.

Occasionally, events which affect the values of such securities
and such exchange rates may occur between the times at which they
are determined and the time the Fund calculates its net asset
value, and will therefore not be reflected in the computation of
the Fund's net asset value unless the Fund's Advisers, under
supervision of the Board of Trustees, determine that the
particular event would materially affect the Fund's net asset
value. The Fund's portfolio securities listed on foreign
exchanges may trade on days other than the Fund's normal business
days, such as Saturdays. As a result, the net asset value of the
Fund may be significantly affected by such trading on days when
shareholders have no access to the Fund.

HOW TO GET INFORMATION REGARDING AN INVESTMENT IN THE FUND

Any questions or communications regarding a shareholder's account
should be directed to Investor Services at the address shown on
the back cover of this Prospectus.

From a touch-tone phone, shareholders may obtain current price,
yield or performance information specific to a fund in the
Franklin Funds by calling the automated Franklin TeleFACTS system
(day or night) at 1-800/247-1753. Information about the Fund may
be accessed by entering Fund Code 210 followed by the # sign,
when requested to do so by the automated operator. The TeleFACTS
system is also available for processing exchanges. See "Exchange
Privilege."

To assist shareholders and securities dealers wishing to speak
directly with a representative, the following is a list of the
various Franklin departments, telephone numbers and hours of
operation to call. The same numbers may be used when calling from
a rotary phone:

                                    HOURS OF OPERATION
                                       (PACIFIC TIME)
DEPARTMENT NAME   TELEPHONE NO.   (MONDAY THROUGH FRIDAY)

Shareholder      1-800/632-2301  6:00 a.m. to 5:00 p.m.
Services
                                 
Dealer Services  1-800/524-4040  6:00 a.m. to 5:00 p.m.
                                 
Fund Information 1-800/DIAL BEN  6:00 a.m. to 8:00 p.m.
                                 8:30 a.m. to 5:00
                                 p.m.(Saturday)
Retirement Plans 1-800/527-2020  6:00 a.m. to 5:00 p.m.
                                 
TDD (hearing     1-800/851-0637  6:00 a.m. to 5:00 p.m.
impaired)

In order to ensure that the highest quality of service is being
provided, telephone calls placed to or by representatives in
Franklin's service departments may be accessed, recorded and
monitored. These calls can be determined by the presence of a
regular beeping tone.

PERFORMANCE

Advertisements, sales literature and communications to
shareholders may contain various measures of the Fund's
performance, including current yield, various expressions of
total return and current distribution rate. They may occasionally
cite statistics to reflect its volatility or risk.

Average annual total return figures as prescribed by the SEC
represent the average annual percentage change in value of $1,000
invested at the maximum public offering price (offering price
includes sales charge) for one-, five- and ten-year periods, or
portion thereof, to the extent applicable, through the end of the
most recent calendar quarter, assuming reinvestment of all
distributions. The Fund may also furnish total return quotations
for other periods, or based on investments at various sales
charge levels or at net asset value. For such purposes, total
return equals the total of all income and capital gain paid to
shareholders, assuming reinvestment of all distributions, plus
(or minus) the change in the value of the original investment,
expressed as a percentage of the purchase price.

Current yield reflects the income per share earned by the Fund's
portfolio investments; it is calculated by dividing the Fund's
net investment income per share during a recent 30-day period by
the maximum public offering price on the last day of that period
and annualizing the result.

Yield, which is calculated according to a formula prescribed by
the SEC (see the SAI), is not indicative of the dividends or
distributions which were or will be paid to the Fund's
shareholders. Dividends or distributions paid to shareholders are
reflected in the current distribution rate, which may be quoted
to shareholders. The current distribution rate is computed by
dividing the total amount of dividends per share paid by the Fund
during the past 12 months by a current maximum offering price.
Under certain circumstances, such as when there has been a change
in the amount of dividend payout, or a fundamental change in
investment policies, it might be appropriate to annualize the
dividends paid during the period such policies were in effect,
rather than using the dividends during the past 12 months. The
current distribution rate differs from the current yield
computation because it may include distributions to shareholders
from sources other than dividends and interest, such as premium
income from option writing and short-term capital gain, and is
calculated over a different period of time.

In each case, performance figures are based upon past
performance, reflect all recurring charges against Fund income
and will assume the payment of the maximum sales charge on the
purchase of shares. When there has been a change in the sales
charge structure, the historical performance figures will be
restated to reflect the new rate. The investment results of the
Fund, like all other investment companies, will fluctuate over
time; thus, performance figures should not be considered to
represent what an investment may earn in the future or what the
Fund's yield, distribution rate or total return may be in any
future period.

GENERAL INFORMATION

REPORTS TO SHAREHOLDERS

The Fund's fiscal year ends October 31. Annual Reports containing
audited financial statements of the Trust, including the
auditors' report, and Semi-Annual Reports containing unaudited
financial statements are automatically sent to shareholders.
Additional copies may be obtained by investors or shareholders,
without charge, upon request to the Trust at the telephone number
or address set forth on the cover page of this Prospectus.

Additional information on Fund performance is included in the
Trust's Annual Report to Shareholders and the SAI.

ORGANIZATION

The Trust was organized as a Massachusetts business trust on
November 6, 1985. The Trust is authorized to issue an unlimited
number of shares of beneficial interest, with a par value of $.01
per share in various series. All shares have one vote and, when
issued, are fully paid, non-assessable, and redeemable.
Currently, the Trust issues shares in four series or funds.
Additional series may be added in the future by the Board of
Trustees. Shares have no preemptive or subscription rights, and
are fully transferable. There are no conversion rights; however,
holders of shares of the Fund may invest all or any portion of
the proceeds from the redemption or repurchase of such shares
into shares of any other fund in the Franklin Group of Funds or
the Templeton Group as described under "Exchange Privilege."


VOTING RIGHTS

Shares of each series of the Trust vote separately as to issues
affecting that fund, or the Trust, unless otherwise permitted by
the 1940 Act. The shares have non-cumulative voting rights, which
means that holders of more than 50% of the shares voting for the
election of trustees can elect 100% of the trustees if they
choose to do so. The series of the Trust do not intend to hold
annual meetings; they may, however, hold special shareholder
meetings for such purposes as changing fundamental policies,
approving new management agreements or any other matters which
are required to be acted on by shareholders under the 1940 Act. A
meeting may also be called by a majority of the Board of Trustees
or by shareholders of a series of the Trust holding at least ten
percent of the shares entitled to vote at the meeting.
Shareholders of the series of the Trust may receive assistance in
communicating with other shareholders in connection with the
election or removal of trustees, such as that provided in Section
16(c) of the 1940 Act. The Board of Trustees may from time to
time establish other series of the Trust, the assets and
liabilities of which will be separate and distinct from any other
fund of the Trust.

REDEMPTIONS BY THE FUND

The Fund reserves the right to redeem, at net asset value, shares
of any shareholder whose account has a value of less than $50,
but only where the value of such account has been reduced by the
shareholder's prior voluntary redemption of shares and has been
inactive (except for the reinvestment of distributions) for a
period of at least six months, provided advance notice is given
to the shareholder. More information is included in the SAI.

OTHER INFORMATION

Distribution or redemption checks sent to shareholders do not
earn interest or any other income during the time such checks
remain uncashed and neither the Fund nor its affiliates will be
liable for any loss to the shareholder caused by the
shareholder's failure to cash such check(s).
"Cash" payments to or from the Fund may be made by check, draft
or wire. The Fund has no facility to receive, or pay out, cash in
the form of currency.

ACCOUNT REGISTRATIONS

An account registration should reflect the investor's intentions
as to ownership. Where there are two co-owners on the account,
the account will be registered as "Owner 1" and "Owner 2"; the
"or" designation is not used except for money market fund
accounts. If co-owners wish to have the ability to redeem or
convert on the signature of only one owner, a limited power of
attorney may be used.

Accounts should not be registered in the name of a minor, either
as sole or co-owner of the account. Transfer or redemption for
such an account may require court action to obtain release of the
funds until the minor reaches the legal age of majority. The
account should be registered in the name of one "Adult" as
custodian for the benefit of the "Minor" under the Uniform
Transfer or Gifts to Minors Act.

A trust designation such as "trustee" or "in trust for" should
only be used if the account is being established pursuant to a
legal, valid trust document. Use of such a designation in the
absence of a legal trust document may cause difficulties and
require court action for transfer or redemption of the funds.
Shares, whether in certificate form or not, registered as joint
tenants or "Jt Ten" shall mean "as joint tenants with rights of
survivorship" and not "as tenants in common."

Except as indicated, a shareholder may transfer an account in the
Fund carried in "street" or "nominee" name by the shareholder's
securities dealer to a comparably registered Fund account
maintained by another securities dealer. Both the delivering and
receiving securities dealer must have executed dealer agreements
on file with Distributors. Unless a dealer agreement has been
executed and is on file with Distributors, the Fund will not
process the transfer and will so inform the shareholder's
delivering securities dealer. To effect the transfer, a
shareholder should instruct the securities dealer to transfer the
account to a receiving securities dealer and sign any documents
required by the securities dealer(s) to evidence consent to the
transfer. Under current procedures, the account transfer may be
processed by the delivering securities dealer and the Fund after
the Fund receives authorization in proper form from the
shareholder's delivering securities dealer. In the future it may
be possible to effect such transfers electronically through the
services of the NSCC.

The Fund may conclusively accept instructions from an owner or
the owner's nominee listed in publicly available nominee lists,
regardless of whether the account was initially registered in the
name of or by the owner, the nominee, or both. If a securities
dealer or other representative is of record on an investor's
account, the investor will be deemed to have authorized the use
of electronic instructions on the account, including, without
limitation, those initiated through the services of the NSCC, to
have adopted as instruction and signature any such electronic
instructions received by the Fund and the Shareholder Services
Agent, and to have authorized them to execute the instructions
without further inquiry. At the present time, such services which
are available, or which are anticipated to be made available in
the near future, include the NSCC's "Networking," "Fund/SERV,"
and "ACATS" systems.

Any questions regarding an intended registration should be
answered by the securities dealer handling the investment, or by
calling Franklin's Fund Information Department.

IMPORTANT NOTICE REGARDING
TAXPAYER IRS CERTIFICATIONS

Pursuant to the Code and U.S. Treasury regulations, the Fund may
be required to report to the Internal Revenue Service ("IRS") any
taxable dividend, capital gain distribution, or other reportable
payment (including share redemption proceeds) and withhold 31% of
any such payments made to individuals and other non-exempt
shareholders who have not provided a correct taxpayer
identification number ("TIN") and made certain required
certifications that appear in the Shareholder Application. A
shareholder may also be subject to backup withholding if the IRS
or a securities dealer notifies the Fund that the number
furnished by the shareholder is incorrect or that the shareholder
is subject to backup withholding for previous under-reporting of
interest or dividend income.

The Fund reserves the right to (1) refuse to open an account for
any person failing to provide a TIN along with the required
certifications and (2) close an account by redeeming its shares
in full at the then-current net asset value upon receipt of
notice from the IRS that the TIN certified as correct by the
shareholder is in fact incorrect or upon the failure of a
shareholder who has completed an "awaiting TIN" certification to
provide the Fund with a certified TIN within 60 days after
opening the account.

PORTFOLIO OPERATIONS

The following persons are primarily responsible for the day-to-
day management of the Fund's portfolio since November of 1993:
Tom Latta and Neil S. Devlin.

Tom Latta, Vice President of Templeton Global Bond Managers and
Portfolio Manager of TICI attended the University of Missouri and
New York University. Mr. Latta joined Templeton in 1991. Prior to
joining Templeton, Mr. Latta worked as a portfolio manager with
Forester & Hairston, a global fixed-income investment management
firm, and prior thereto, he worked for Merrill Lynch as an
investment adviser to a large mid-east central bank and then
within the structured products group.

Neil S. Devlin, Senior Vice President of Templeton Global Bond
Managers and Portfolio Manager of TICI holds a Bachelor of Arts
degree in Economics and Philosophy from Brandeis University. Mr.
Devlin has been in the fixed-income department at Templeton since
1987 and is actively involved in all fixed-income decisions,
providing information and analysis on markets throughout the
world.

Donald P. Gould, Portfolio Manager with Adviser, is President and
founder of the Trust. Mr. Gould is responsible for carrying out
the Manager's supervision of the implementation of portfolio
investment policies. He joined the Franklin Templeton
organization upon its acquisition of certain assets of Huntington
Advisers, Inc., the former manager, in November 1993. For the 1
1/2 years prior to joining Franklin Templeton, Mr. Gould had
acted as a consultant to the Huntington Funds. Prior to that, he
had been employed for seven years by Huntington Advisers, Inc. He
has been in the securities industry since 1981. Mr. Gould holds a
Bachelor of Arts degree in economics from Pomona College
(Claremont, California) and a Masters Degree in Business
Administration from the Harvard Business School. He has also
studied international economics at Oxford University.

March 1, 1995
Franklin Templeton
German Government Bond Fund
777 Mariners Island Blvd.
P.O. Box 777
San Mateo, California 94403-7777

Investment Adviser
Franklin Advisers, Inc.
777 Mariners Island Blvd.
P.O. Box 777
San Mateo, California 94403-7777

Subadviser
Templeton Investment Counsel, Inc.
777 Mariners Island Blvd.
P.O. Box 777
San Mateo, California 94403-7777

Distributor
Franklin/Templeton Distributors, Inc.
777 Mariners Island Blvd.
P.O. Box 777
San Mateo, California 94403-7777

Custodians
Bank of America NT & SA
555 California Street, 4th Floor
San Francisco, California 94104
Chase Manhattan Bank
New York, New York 11245

Transfer Agent
Franklin/Templeton Investor Services, Inc.
777 Mariners Island Blvd.
P.O. Box 777
San Mateo, California 94403-7777

Independent Auditors
Coopers & Lybrand L.L.P.
333 Market Street
San Francisco, California 94105

Legal Counsel
Heller Ehrman White & McAuliffe
333 Bush Street
San Francisco, California 94104

For an enlarged version of this prospectus
please call 1-800/DIAL BEN.

Your Representative Is:


FRANKLIN TEMPLETON INTERNATIONAL CURRENCY FUNDS Franklin
Templeton Global Currency Fund Franklin Templeton Hard Currency
Fund Franklin Templeton High Income Currency Fund PROSPECTUS
March 1, 1995
777 Mariners Island Blvd., P.O.Box 7777
San Mateo, CA 94403-7777  1-800/DIAL BEN

This Prospectus relates to the Franklin Templeton Global Currency
Fund ("Global Currency Fund"), the Franklin Templeton Hard
Currency Fund (the "Hard Currency Fund"), and the Franklin
Templeton High Income Currency Fund (the "High Income Fund")
(individually or collectively the "Fund," "Funds" or the
"Currency Funds"), each a separate non-diversified series of the
Franklin Templeton Global Trust (the "Trust"), formerly known as
the Huntington Funds, an open-end management investment company
consisting of four separate series. The Trust and its series are
also referred to in this document and from time to time in other
communications as the Franklin Templeton International Currency
Funds. Investors should not consider any of the Currency Funds a
money market fund.

The Global Currency Fund invests in high-quality money market
instruments denominated in three or more of the world's Major
Currencies (as defined below under "About the Funds"), with the
objective of maximizing total return.

The Hard Currency Fund invests in high-quality money market
instruments (and forward contracts) denominated in foreign Major
Currencies which historically have experienced low rates of
inflation and which, in the view of the Trust's Advisers, are
pursuing economic policies conducive to continued low rates of
inflation in the future and currency appreciation versus the U.S.
dollar over the long-term, with the objective of protection
against depreciation of the U.S. dollar relative to other
currencies. The Hard Currency Fund endeavors, to the maximum
extent practicable, to maintain foreign currency (nonU.S. dollar)
exposure with respect to 100% of its net assets at all times.

The High Income Fund invests primarily in high-quality money
market instruments denominated in three or more of the ten
highest yielding Major Currencies, with the objective of high
current income at a level significantly above that available on
U.S. dollar money market funds. Consistent with this objective,
the High Income Fund may invest up to 25% of its total assets in
instruments denominated in Non-Major Currencies (as defined below
under "About the Funds").

Each of the Funds may invest without limitation in U.S. dollar
denominated money market instruments in combination with forward
currency contracts for the purpose of obtaining an investment
result that is substantially equivalent to a direct investment in
a foreign currency-denominated instrument. (See "Management
Policies - Other Investment Policies of the Funds Currency
Exchange Transactions and Forward Contracts.")

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

This Prospectus is intended to set forth in a clear and concise
manner information about the Funds that a prospective investor
should know before investing. After reading the Prospectus, it
should be retained for future reference; it contains information
about the purchase and sale of shares and other items which a
prospective investor will find useful to have.

SHARES OF THE FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, ANY BANK; FURTHER, SUCH SHARES ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION,
THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY. SHARES OF THE
FUNDS INVOLVE INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF
PRINCIPAL.

A Statement of Additional Information ("SAI") concerning the
Funds, dated March 1, 1995, as may be amended from time to time,
provides a further discussion of certain areas in this Prospectus
and other matters which may be of interest to some investors. It
has been filed with the Securities and Exchange Commission
("SEC") and is incorporated herein by reference. A copy is
available without charge from the Trust or the Trust's principal
underwriter, Franklin/Templeton Distributors, Inc.
("Distributors"), at the address or telephone number shown above.

THIS PROSPECTUS IS NOT AN OFFERING OF THE SECURITIES HEREIN

DESCRIBED IN ANY STATE IN WHICH THE OFFERING IS NOT AUTHORIZED.

NO SALES REPRESENTATIVE, DEALER, OR OTHER PERSON IS AUTHORIZED TO

GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS OTHER THAN THOSE

CONTAINED IN THIS PROSPECTUS. FURTHER INFORMATION MAY BE OBTAINED

FROM THE UNDERWRITER.

CONTENTS                            PAGE

Expense Table

Financial Highlights

About the Funds

Investment Objectives and
 Policies of the Funds

Management of the Funds

Distributions to Shareholders

Taxation of the Funds and
 Their Shareholders

How to Buy Shares of a Fund

Purchasing Shares of the Funds in
 Connection with Retirement Plans
 Involving Tax-Deferred Investments

Other Programs and Privileges
 Available to Fund Shareholders

Exchange Privilege

How to Sell Shares of a Fund

Telephone Transactions

Valuation of Each Fund's Shares
How to Get Information Regarding
 an Investment in the Funds Performance

General Information

Account Registrations

Important Notice Regarding
 Taxpayer IRS Certifications

Portfolio Operations


EXPENSE TABLE

The purpose of this table is to assist an investor in
understanding the various costs and expenses that a shareholder
will bear directly or indirectly in connection with an investment
in each Fund. These figures are based on annualized aggregate
operating expenses of the Funds for the six-month period ended
October 31, 1994.
                                    GLOBAL     HARD      HIGH
                                    CURRENCY   CURRENCY  INCOME
                                    FUND       FUND      FUND
                                    
                                    SHAREHOLDER TRANSACTION
                                    EXPENSES
Maximum Sales Charge Imposed on     3.00%      3.00%     3.00%
Purchases (as a percentage of
offering price)

Deferred Sales Charge*              NONE       NONE      NONE

Exchange Fee (per transaction)**    $5.00      $5.00     $5.00

ANNUAL FUND OPERATING EXPENSES

Management Fees                     0.65%      0.62%***

0.45%***

Rule 12b-1 Fees+                    0.20%      0.35%     0.21%

Other Expenses                      0.27%n     0.29%     0.60%

Total Fund Operating Expenses       1.12%      1.25%***

1.25%***

*Investments of $1 million or more are not subject to a frontend
sales charge; however, a contingent deferred sales charge of 1%
is imposed on certain redemptions within 12 months of the
calendar month following such investments.  See "How to Sell
Shares of a Fund - Contingent Deferred Sales Charge."




**$5.00 fee imposed only on Timing Accounts as described under
"Exchange Privilege." All other exchanges are processed without a
fee.




***The investment manager voluntarily agreed to reduce its
management fees and assumed payment for operating expenses in
order to keep the aggregate maximum annual operating expenses to
1.25% of each Fund's average daily net assets.  Absent the
reductions by the investment manager, management fees and total
operating expenses for the Hard Currency Fund would have been
0.65% and 1.28%, respectively, and for the High Income Fund
management fees and total operating expenses would have been
0.65% and 1.45%. After October 31, 1995, the investment manager
may discontinue this arrangement for any Fund.
+Consistent with National Association of Securities Dealers,
Inc.'s rules, it is possible that the combination of front-end
sales charges and Rule 12b-1 fees could cause long-term
shareholders to pay more than the economic equivalent of the
maximum front-end sales charges permitted under those same rules.
Investors should be aware that the above table is not intended to
reflect in precise detail the fees and expenses associated with
an individual's own investment in a Fund. Rather the table has
been provided only to assist investors in gaining a more complete
understanding of fees, charges and expenses. For a more detailed
discussion of these matters, investors should refer to the
appropriate sections of this Prospectus.
EXAMPLE
As required by SEC regulations, the following example illustrates
the expenses, including the initial sales charge, that apply to a
$1,000 investment in the Fund over various time periods assuming
(1) a 5% annual rate of return and (2) redemption at the end of
each time period.
                GLOBAL           HARD            HIGH CURRENCY
                CURRENCY        INCOME
                FUND             FUND            FUND

1 Year          $41              $43             $44
3 Years          65               69              74
5 years          90               98             107
10 Years        162              180             198

THIS EXAMPLE IS BASED ON THE AGGREGATE ANNUALIZED OPERATING
EXPENSES OF EACH FUND, INCLUDING FEES SET BY CONTRACT, SHOWN
ABOVE AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES, WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. The
operating expenses are borne by each Fund and only indirectly by
shareholders as a result of their investment in such Fund. In
addition, federal regulations require the example to assume an
annual return of 5%, but a Fund's actual return may be more or
less than 5%.


FINANCIAL HIGHLIGHTS

Set forth below is a table containing the financial highlights
for a share of each Fund for the six-month period ended October
31, 1994 and each of the indicated fiscal periods ended April 30.
The information for the six-month period ended October 31, 1994
has been audited by Coopers & Lybrand L.L.P., independent
auditors, whose audit report appears in the financial statements
in the SAI. Fiscal years of the Funds, prior to April 30, 1994,
were audited by other independent auditors. See also "Report to
Shareholders" under "General Information."


<TABLE>
<CAPTION>
                                                  PER SHARE OPERATING PERFORMANCE+ 
- ---------------------------------------------------------------------------------------------------------------------------------
            NET ASSET                    NET                       DISTRIBUTIONS                     DISTRIBUTIONS
  YEAR      VALUE AT        NET       REALIZED &     TOTAL FROM      FROM NET       DISTRIBUTIONS        FROM
  ENDED     BEGINNING    INVESTMENT   UNREALIZED     INVESTMENT     INVESTMENT          FROM           RETURN OF         TOTAL
APRIL 30     OF YEAR       INCOME     GAIN (LOSS)    OPERATIONS       INCOME        CAPITAL GAINS       CAPITAL       DISTRIBUTIONS
- --------    ---------    ----------   -----------    ----------    -------------    -------------    -------------    -------------
<S>          <C>            <C>           <C>           <C>           <C>                <C>           <C>              <C>       
FRANKLIN/TEMPLETON GLOBAL CURRENCY FUND
1987(1)      $12.50         $ .46         $1.29         $1.75         $ (.39)             --              --             $ (.39)   
1988          13.86           .52          1.10          1.62           (.57)            (.15)            --               (.72)   
1989          14.76           .85          (.54)          .31           (.89)            (.47)            --              (1.36)   
1990          13.71           .97           .07          1.04           (.99)            (.10)            --              (1.09)   
1991          13.66          1.07           .57          1.64          (1.07)              --             --              (1.07)   
1992          14.23           .80          (.22)          .58           (.80)              --             --               (.80)   
1993          14.01           .67          1.01          1.68           (.69)           (1.04)            --              (1.73)   
1994(3)       13.96           .57          (.11)          .46           (.57)              --             --               (.57)   
1994(4)       13.85          0.25          0.32          0.57          (0.28)             --             --              (0.28)   

FRANKLIN/TEMPLETON HARD CURRENCY FUND                                            
1990(2)       12.50           .42           .69          1.11           (.35)            (.08)            --               (.43)   
1991          13.18           .92           .64          1.56           (.95)            (.96)            --              (1.91)   
1992          12.83           .77           .28          1.05           (.76)              --             --               (.76)   
1993          13.12           .71          1.20          1.91           (.69)           (1.34)            --              (2.03)   
1994(3)       13.00           .50          (.05)          .45           (.13)              --           (.37)              (.50)   
1994(4)       12.95           .26          0.99          1.26          (0.25)             --             --              (0.25)

FRANKLIN/TEMPLETON HIGH INCOME CURRENCY FUND                                     
19902         12.50           .73           .24           .97           (.62)            (.01)            --               (.63)   
1991          12.84          1.34           .43          1.77          (1.38)            (.31)            --              (1.69)   
1992          12.92          1.09          (.03)         1.06          (1.08)              --             --              (1.08)   
1993          12.90           .90          (.40)          .50           (.94)            (.33)            --              (1.27)   
1994(3)       12.13           .59          (.85)         (.26)             --              --           (.59)              (.59)   
1994(4)       11.28          0.31          0.31          0.62          (0.31)              --            --               (0.31)    
</TABLE> 

<TABLE>
<CAPTION>

 PER SHARE OPERATING
     PERFORMANCE+                                    RATIOS/SUPPLEMENTAL DATA
- ----------------------                ------------------------------------------------------------
                                                                       RATIO OF NET
            NET ASSETS                NET ASSETS       RATIO OF         INVESTMENT 
  YEAR        VALUE                     AT END         EXPENSES         INCOME TO        PORTFOLIO
  ENDED       AT END       TOTAL        OF YEAR       TO AVERAGE         AVERAGE         TURNOVER
APRIL 30      OF YEAR     RETURN++      (IN 000'S)     NET ASSETS**      NET ASSETS         RATE
- --------    ----------    -------     -----------     ------------     ------------      ---------
<S>            <C>          <C>         <C>              <C>              <C>              <C>      
FRANKLIN/TEMPLETON GLOBAL CURRENCY FUND
1987(1)        $13.86       16.94%      $23,837          2.10%*           3.88%*           71.01%*
1988            14.76       12.12       138,609          2.00             3.70                --
1989            13.71        1.97       112,009          2.10             6.10                --
1990            13.66        7.96        71,615          2.09             7.16                --
1991            14.23       12.21        72,186          1.82             7.36                --
1992            14.01        4.29        63,589          1.82             5.77                --
1993            13.96       13.28        62,355          1.67             4.64             10.39
1994(3)         13.85        3.41        51,539          1.41             2.78             37.16
1994(4)         14.14        4.14        56,098          1.04*            3.55*            46,91*

FRANKLIN/TEMPLETON HARD CURRENCY FUND
1990(2)         13.18        8.88        26,280          1.65*            6.21*               --
1991            12.83       11.04        33,599          1.66             6.46                --
1992            13.12        8.40        31,757          1.86             5.85                --
1993            13.00       17.11        49,569          1.75             5.23              4.88
1994(3)         12.95        3.62        35,739          1.47             3.83                --
1994(4)         13.95        9.74        61,228          1.05*            3.80*             35.57*

FRANKLIN/TEMPLETON HIGH INCOME CURRENCY FUND
1990(2)         12.84        7.82        11,808          1.73*           11.01*               --
1991            12.92       14.09        52,364          1.59             9.85                -- 
1992            12.90        8.51        46,575          1.83             8.38                -- 
1993            12.13        4.49        32,341          1.81             6.86                -- 
1994(3)         11.28        2.03        16,706          1.59             4.80                -- 
1994(4)         11.59        5.60        16,878          1.04*            5.44*             1,588.38*
</TABLE> 

(1) For the period June 27, 1986 (inception) to April 30, 1987.

(2) For the period November 17, 1989 (effective date of registration) to 
April 30, 1990. 

(3) On November 12, 1993, the investment adviser changed to Franklin
Advisers, Inc. 

(4) For six months ended October 31, 1994.

+Selected data for a share of beneficial interest outstanding throughout the 
period. 

++Total return measures the change in value of an investment over the periods
indicated. It does not include the maximum 3.0% initial sales charge and assumes
reinvestment of dividends and capital gains at net asset value. 

*Annualized 

**During the periods indicated, the investment manager reduced its management
fees and reimbursed other expenses incurred by the Funds in the Trust. Had such
action not been taken, the ratios of expenses to average net assets would have
been as follows:

<TABLE>
<CAPTION>
                                                                     RATIO OF EXPENSES TO
                                                                      AVERAGE NET ASSETS
                                                                     --------------------
                         <S>                                                 <C>
                         Franklin/Templeton Global Currency Fund
                          1994(3)...................................            1.61%
                          1994(4)                                               1.12*
                         Franklin/Templeton Hard Currency Fund
                          1994(3)...................................            1.71
                          1994(4)                                               1.28*
                         Franklin/Templeton High Income Currency Fund
                          1990(2)................................            2.04
                          1994(3)                                            1.82
                          1994(4)                                            1.45*
</TABLE>
ABOUT THE FUNDS

The Trust is an open-end, management investment company, or
mutual fund, organized as a Massachusetts business trust on
November 6, 1985, and registered with the SEC under the
Investment Company Act of 1940, as amended (the "1940 Act"). Each
Fund represents a separate and distinct series of the Trust's
shares of beneficial interest. The Funds are managed by Franklin
Advisers, Inc. (the "Manager" or "Adviser"). Templeton Investment
Counsel, Inc. ("TICI" or the "Subadviser") serves as the
subadviser under a contract with the Manager (together, the
"Trust's Advisers"). TICI is an indirect subsidiary of Templeton
Worldwide, Inc., which is a direct, wholly-owned
subsidiary of Franklin Resources, Inc. ("Resources"). (See
"Management of the Funds.")

Shares of the Funds may be purchased (minimum investment of $100
initially and $25 thereafter) at the current public offering
price, which is equal to each Fund's net asset value (see
"Valuation of Each Fund's Shares") plus a sales charge based upon
a variable percentage (ranging from 3.00% to zero) depending upon
the amount invested. (See "How to Buy Shares of a Fund.")

Subject to specific Fund restrictions as described more fully
below, the Funds may invest in money market instruments
denominated in the following currencies (the "Major Currencies"):
Australian dollar, Belgian franc, British pound sterling,
Canadian dollar, Danish krone, Netherlands guilder, European
Currency Unit ("ECU"), French franc, German mark, Italian lira,
Japanese yen, New Zealand dollar, Spanish peseta, Swedish krona,
Swiss franc and U.S. dollar. The currencies of various countries
may be added to or deleted from the foregoing list of Major
Currencies when, in the opinion of the Trust's Advisers, world
social, economic, financial or political conditions so warrant.
The Currency Funds will revise the Prospectus to reflect any such
change. Subject to further restrictions described more fully
below, the High Income Fund may also invest in money market
instruments denominated in currencies other than the Major
Currencies that are freely convertible into one or more of the
Major Currencies (the "NonMajor Currencies").

THE INTERNATIONAL MONEY MARKET

The international money market, including spot and forward
currency exchange transactions, is among the largest and most
liquid financial markets in the world. Various estimates place
the market's average turnover at approximately $1 trillion per
day. Originally created to facilitate trade between countries,
the international money market has become a major conduit of
world capital flows. It is estimated that capital-related
transactions now account for over 90% of all volume in the
international money market.

International money market instruments, like their U.S.
counterparts, are short-term, high-quality debt obligations
issued by governments, banks, corporations and supranational
organizations. Because of their high quality and short maturities
or frequent interest rate adjustments (one-year maximum effective
maturity), international money market instruments enable
investors to minimize credit risk and interest rate risk to
principal and are considered to be among the most conservative of
international investments.

Like the returns on all non-U.S. dollar denominated investments,
international money market returns, when expressed in U.S.
dollars, are significantly affected by changes in exchange rates
between the U.S. dollar and the currencies in which such
instruments are denominated. Interest income represents the other
primary component of the total return derived from international
money market instruments.

INTERNATIONAL MONEY MARKET INVESTING

Investors may consider international money market investing for a
variety of purposes.

Global Diversification. One of the primary reasons for adding
international securities to a portfolio of U.S. securities is to
achieve broader portfolio diversification. Such diversification
can reduce the overall volatility of portfolio returns to the
extent that returns on the international securities are
independent of returns on the U.S. portfolio component.

Returns on international money market instruments historically
have exhibited a low degree of correlation with returns on U.S.
stocks and bonds and may, therefore, offer U.S. dollar-based
investors a conservative means for achieving effective global
diversification.

Protection of Global Purchasing Power. Currency exchange rate
fluctuations can have a significant effect on the global
purchasing power of investments denominated in a single currency.
For example, depreciation of the U.S. dollar relative to other
currencies generally increases the cost to U.S. consumers of most
imported goods and many domestically produced goods, as well as
the cost of traveling outside the U.S.

In this situation, non-U.S. dollar denominated money market
instruments may provide a degree of global purchasing power
protection since dollar depreciation will tend to enhance the
U.S. dollar return on such instruments.

Potential for Higher Current Yields and Higher Total Returns.
Investors may consider international money market instruments for
the potentially higher current yields and/or potentially higher
total returns than those that may be available on comparable U.S.
dollar-denominated instruments. An investor contemplating general
depreciation of the U.S. dollar relative to other currencies may,
for example, invest in non-U.S. dollar denominated instruments in
an attempt to participate in currency gains that are expected to
result.

Alternatively, an investor expecting general exchange rate
stability might invest in higher yielding international money
market instruments in order to seek to earn a higher rate of
interest than may be available on comparable U.S. dollar
denominated instruments.

In either case, the realized total return on international money
market instruments may be higher or lower than that realized on
comparable U.S. dollar denominated instruments.

SELECTING THE APPROPRIATE FUND

Each Fund offers a degree of global diversification, as well as
the opportunity for protecting global purchasing power and
achieving higher total returns than may be available on U.S.
money market funds. Selecting the appropriate Fund depends on the
particular priorities of each investor.

The Global Currency Fund employs the most flexible investment
strategy of the Funds and is designed for investors seeking the
greatest degree of active management among the Major Currencies.
This Fund invests in money market instruments denominated in any
combination of three or more Major Currencies, including the U.S.
dollar, with the objective of maximizing total return. The
Trust's Advisers may, therefore, vary their emphasis between
currency appreciation and interest income from time to time. The
Fund's ability to achieve its objective may be limited by its
restrictive universe of investments as well as the high quality
of such investments. In addition, during periods of actual or
anticipated appreciation
of the U.S. dollar relative to other currencies, the Trust's
Advisers may invest a substantial portion of this Fund's assets
in U.S. dollar-denominated instruments. For temporary defensive
purposes, all of this Fund's assets may be so invested.

The Hard Currency Fund invests in high-quality money market
instruments (and forward contracts) denominated in foreign Major
Currencies which historically have experienced low rates of
inflation and which, in the view of the Trust's Advisers, are
pursuing economic policies conducive to continued low rates of
inflation in the future and currency appreciation versus the U.S.
dollar over the long-term.

The High Income Fund invests in Major and Non-Major Currencies.
Under normal market conditions, this Fund invests at least 65% of
its total assets in money market instruments denominated in three
or more of the ten highest yielding Major Currencies (excluding
the ECU) and the U.S. dollar (whether or not the U.S. dollar is
one of those ten highest yielding Major Currencies). Under normal
market conditions, this Fund may not (i) invest more than 25% of
its total assets in instruments denominated in any one Major
Currency, other than the U.S. dollar, (ii) invest more than 5% of
its total assets in instruments denominated in any one Non-Major
Currency, or (iii) invest more than 25% of its total assets in
instruments denominated in Non-Major Currencies. Notwithstanding
the above restrictions, this Fund may temporarily invest its
assets without percentage limitation in instruments denominated
in the U.S. dollar for purposes of preservation of capital or for
defensive purposes. This Fund is designed for investors seeking
high current income at a level significantly above that available
on U.S. dollar money market funds. Because the Trust's Advisers
emphasize interest income rather than currency appreciation,
investors in this Fund should expect income to constitute the
primary component of total return in the long run.

Each Fund seeks to minimize credit risk and interest rate risk to
principal by investing only in high quality money market
instruments and by maintaining a weighted average portfolio
maturity of 120 days or less.

INVESTMENT OBJECTIVES AND
POLICIES OF THE FUNDS

The investment objective of each Fund is a fundamental policy of
that Fund and may not be changed without the approval of a
majority of the Fund's outstanding voting securities. There can
be no assurance that the investment objective of any Fund will be
achieved.

GLOBAL CURRENCY FUND

The investment objective of the Global Currency Fund is to
maximize the investor's total return through a combination of
interest income and changes in the Fund's net asset value due to
changes in currency exchange rates. The Fund seeks to achieve its
objective by investing in interest-earning money market
instruments denominated in three or more Major Currencies. Under
normal market conditions, at least 65% of the Fund's total assets
will be invested in instruments denominated in three or more
Major Currencies, including the U.S. dollar.

HARD CURRENCY FUND

The investment objective of the Hard Currency Fund is to
protect against depreciation of the U.S. dollar relative to other
currencies. The Fund seeks to achieve its objective by investing
in high-quality money market instruments (and forward contracts)
denominated in foreign Major Currencies which historically have
experienced low rates of inflation and which, in the view of the
Trust's Advisers, are pursuing economic policies conducive to
continued low rates of inflation in the future and currency
appreciation versus the U.S. dollar over the long-term. Such
currencies are often referred to as "hard currencies" and such
economic policies are often referred to as "sound money"
policies.

The Hard Currency Fund endeavors, to the maximum extent
practicable, to maintain foreign currency (non-U.S. dollar)
exposure with respect to 100% of its net assets at all times. As
described below under "Management Policies," this Fund may invest
without limitation in U.S. dollar-denominated money market
instruments in combination with forward contracts (calling for
the future acquisition of foreign currencies in exchange for U.S.
dollars) for the purpose of obtaining an investment result that
is substantially equivalent to a direct investment in a foreign
currency-denominated instrument.

Under normal market conditions, this Fund will not maintain
exposure to a single foreign currency in excess of 50% of its
total assets. For temporary defensive purposes, however, this
Fund may invest without limitation in Swiss franc-denominated
instruments.
The Trust's Advisers actively manage the Hard Currency Fund and
will allocate the Fund's investments based on current social,
economic, financial and political developments which, in the
opinion of the Trust's Advisers, may affect the value of such
currencies.

HIGH INCOME CURRENCY FUND

The investment objective of the High Income Fund is to achieve
high current income at a level significantly above that available
on U.S. dollar money market funds. Subject to this investment
objective, a secondary consideration of the Fund is preservation
of capital. This Fund seeks to achieve its objective by investing
in interest-bearing money market instruments denominated in Major
and Non-Major Currencies. Under normal market conditions, at
least 65% of this Fund's total assets will be invested in
instruments denominated in three or more of the ten highest
yielding Major Currencies (see below) (excluding the ECU) and the
U.S. dollar (whether or not the U.S. dollar is one of those ten
highest yielding Major Currencies). Under normal market
conditions, this Fund may not (i) invest more than 25% of its
total assets in instruments denominated in any one Major
Currency, other than the U.S. dollar, (ii) invest more than 5% of
its total assets in instruments denominated in any one Non-Major
Currency, or (iii) invest more than 25% of its total assets in
instruments denominated in Non-Major Currencies. In addition,
this Fund may at anytime temporarily invest its assets without
percentage limitation in instruments denominated in U.S. dollars
for purposes of preservation of capital or for defensive
purposes. The yield of each of the Major Currencies is determined
quarterly from data published by DATASTREAM, THE WALL STREET
JOURNAL, THE FINANCIAL TIMES, SALOMON BROTHERS INTERNATIONAL BOND
AND MONEY MARKET PERFORMANCE and other independent bona fide
publications which, in the opinion of the Trust's Advisers,
routinely publish reliable yield data on instruments denominated
in the Major Currencies. Subject to the restrictions described
above, the Fund's investments may be
denominated in any of the Major Currencies. The yield on a Major
Currency is defined as the yield for the prior calendar quarter
on the highest quality three-month Euro-time deposits denominated
in that Major Currency. The Trust's Advisers will obtain yield
measures as soon as practicable following the end of each
calendar quarter.
The ten highest yielding Major Currencies and their respective
average yields during 1994, 1993, 1992, 1991, 1990 and 1989 are
listed below:
<TABLE>
<CAPTION>
                1994      1993     1992     1991      1990 1989
<S>             <C>       <C>      <C>      <C>       <C>
<C>
SWEDEN          7.64%     8.62%    11.96%     -         -
- -
ITALY           8.48%     10.22%   13.86%   11.83%    11.98%
12.41%
SPAIN           8.04%     11.77%   13.21%   12.60%      -
- -
DENMARK         6.21%     10.89%   11.12%   9.78%     10.96%
9.65%
FRANCE          5.79%     8.44%    10.22%   9.55%     10.24%
9.33%
UNITED KINGDOM  5.50%     5.92%    9.60%    11.50%    14.76%
13.88%
GERMANY         5.29%     7.21%    9.42%    9.21%       -
- -
BELGIUM         5.65%     8.12%    9.32%    9.32%     9.69%
8.51%
NETHERLANDS       -       6.81%    9.31%    9.25%     8.59%
7.29%
SWITZERLAND       -         -      7.82%      -       8.89%
AUSTRALIA         -         -        -      9.84%     13.71%
16.59% NEW ZEALAND     6.41%     6.14%      -      9.49%
13.17%   12.64% CANADA          5.35%       -        -
12.54%   11.79% UNITED STATES     -         -        -        -
9.21% </TABLE>
SOURCE: DATASTREAM - 3 MONTH EURODEPOSIT RATES
GENERAL

Each Fund will attempt to maintain a weighted average effective
maturity of 120 days or less and will acquire only money market
instruments that have an effective maturity, at the time of
purchase, of one year or less. These securities include floating
or variable rate obligations which may have actual maturities of
over one year but that have interest rates which adjust at
periodic intervals. The effective maturity of each floating or
variable rate obligation within each Fund's portfolio will be
based upon such periodic adjustments. Because each of the Funds
invest primarily in short-term securities which are excluded from
the calculation of portfolio turnover rate, the portfolio
turnover rate for each Fund is usually minimal. (See "Financial
Highlights.")

MANAGEMENT POLICIES:
ISSUER, INVESTMENT QUALITY, MATURITY AND
HEDGING CONSIDERATIONS

The issuers of money market instruments in which the Funds may
invest may include governments of, and financial institutions,
corporations or other entities located in or organized under the
laws of, any country. The Funds may also invest in money market
securities issued by supranational organizations such as: The
World Bank, which was chartered to finance development projects
in member countries; the European Economic Community,
which is a twelve-nation organization engaged in cooperative
economic activities; the European Coal and Steel Community, which
is an economic union of various European nations' steel and coal
industries; and the Asian Development Bank, which is an
international development bank established to lend funds, promote
investment and provide technical assistance to member nations in
the Asian and Pacific regions.

The Funds invest only in instruments which are considered by the
Trust's Advisers to be of high quality, comparable to those (1)
rated AAA or AA (A-1 for commercial paper) by Standard & Poor's
Corporation ("S&P") or Aaa or Aa (P-1 for commercial paper) by
Moody's Investors Service ("Moody's"); or (2) issued by companies
having an outstanding unsecured debt issue currently rated within
the above rating categories by S&P or Moody's. Each Fund's
investments will be reviewed by the Trust's Board of Trustees at
least quarterly.

To hedge (protect) against currency exchange rate fluctuations
that might adversely affect the value of a portfolio position,
each Fund may enter into forward contracts for the future
acquisition or delivery of foreign currencies. To hedge against
such fluctuations between the date of purchase or sale and the
settlement date of a transaction, the Funds may enter into such
forward contracts without limitation. Also, the Funds may, solely
for hedging purposes, enter into futures contracts for the
purchase or sale of currencies or purchase options on such
futures contracts or on currencies. These hedging techniques are
described more fully under "Fund Securities and Practices."

Risk Considerations

An investment in shares of a Fund may not be appropriate for all
investors and should not be considered a complete investment
program. Each prospective investor should take into account his
or her investment objectives as well as his or her other
investments when considering the purchase of shares of any of the
Funds. The value of the investments held by each Fund and,
therefore, each of their respective net asset values, generally
will vary inversely with changes in prevailing interest rates,
although this variance will depend upon the effective maturities
of the instruments held. Each of the Funds intend to invest
exclusively in short-term money market instruments to minimize
this effect.

Because the Hard Currency Fund invests in instruments denominated
in Major Currencies issued by countries which have recently
experienced, and which are expected to continue to experience,
relatively low inflation, it is likely that the instruments in
which this Fund invests may pay interest rates that are lower
than instruments denominated in other Major Currencies, including
the U.S. dollar. Due to the economic strength of the countries
which issue the currencies in which such instruments are
denominated, or other factors, however, the Major Currencies in
which this Fund's instruments are denominated may appreciate
relative to other Major Currencies, including the U.S. dollar. If
such currency appreciation more than offsets any negative
interest-rate differential, this Fund could provide a higher
total return to investors than similar investments denominated in
other Major Currencies, including the U.S. dollar.

Because the High Income Fund invests primarily in instruments
denominated in the Major Currencies that have the highest yield,
there is a significant possibility that the countries represented
by such high-yield Major Currencies may have
recently experienced or may be expected to experience relatively
high rates of inflation, which may cause such Major Currencies to
depreciate relative to other Major Currencies, including the U.S.
dollar. It is possible, however, that the higher yields of the
instruments in which this Fund invests will more than offset any
such depreciation, in which case this Fund could provide a higher
total return to investors than similar investments denominated in
other Major Currencies, including the U.S. dollar.

The price of the shares of each of the Funds, expressed in U.S.
dollar terms, will fluctuate and, unlike a money market fund, the
Funds do not seek to maintain a stable net asset value. In
addition, the total return on each of the Funds may be higher or
lower than the total return on a U.S. dollar money market fund.
INVESTORS, THEREFORE, SHOULD NOT CONSIDER ANY OF THE FUNDS TO BE
A SUBSTITUTE FOR A U.S. DOLLAR MONEY MARKET FUND.

The value of the investments held by each Fund is calculated in
U.S. dollars on each day that the New York Stock Exchange (the
"Exchange") is open for business. As a result, to the extent that
each such Fund's assets are invested in instruments denominated
in currencies other than the U.S. dollar and such currencies
appreciate relative to the U.S. dollar, that Fund's net asset
value per share as expressed in U.S. dollars (and, therefore, the
value of a shareholder's investment in that Fund as expressed in
U.S. dollars) should increase. If the U.S. dollar appreciates
relative to such other currencies, the converse should occur,
except to the extent that losses are offset by net investment
income generated by the money market instruments in which that
particular Fund invests.

The currency-related gains and losses experienced by each Fund
will be based on changes in the value of portfolio securities
attributable to currency fluctuations only in relation to the
original purchase price of such securities as stated in U.S.
dollars. An individual shareholder's gains or losses on shares of
a Fund will be based on changes attributable to fluctuations in
the net asset value of such shares, expressed in U.S. dollars, in
relation to the original U.S. dollar purchase price of such
shares. The relative amount of appreciation or depreciation in a
Fund's assets also will be affected by changes in the value of
the securities that are unrelated to changes in currency exchange
rates.

Interest rates paid on instruments denominated in foreign
currencies may be higher or lower than those paid on comparable
U.S. dollar instruments. Consequently, the Funds may have a
higher or lower yield than a portfolio which invests strictly in
U.S. dollar-denominated instruments.

Although the Funds are non-diversified series of the Trust under
the 1940 Act, no such Fund will invest more than 5% of its total
assets in the securities of a single foreign bank. This
limitation does not apply to other issuers. As nondiversified
Funds, there is no restriction under the 1940 Act on the
percentage of assets that may be invested at any time in the
securities of any one issuer. Each Fund, however, intends to
comply with the diversification requirements applicable to
regulated investment companies under the Internal Revenue Code of
1986, as amended (the "Code"). As of the last day of each fiscal
quarter, each Fund intends that its investments in securities of
any one issuer (other than the U.S. government) will be limited
to 25% of its total assets, and that, with respect to at least
50% of its total assets, no Fund may have invested more than 5%
of its total assets in the securities of
any one issuer or hold more than 10% of the outstanding voting
securities of any one issuer. To the extent the Funds are not
fully diversified under the 1940 Act, they may be more
susceptible to adverse economic, political or regulatory
developments affecting a single issuer than would be the case if
they were more broadly diversified.

FUND SECURITIES AND PRACTICES

Money Market Instruments. Money market instruments include
shortterm U.S. government securities (discussed below), bank
certificates of deposit, time deposits, bankers' acceptances,
commercial paper, floating and variable rate notes, repurchase
agreements secured by U.S. government securities, and shortterm
liquid instruments issued by foreign governments and
supranational organizations.

Government Securities. Securities issued by the U.S. government
include a variety of U.S. Treasury securities, which differ in
their interest rates, maturities and dates of issuance. Some
obligations issued or guaranteed by U.S. government agencies and
instrumentalities, such as Treasury bills with maturities up to
one year, are supported by the full faith and credit of the U.S.
government; others, such as those of the Federal Home Loan Banks,
by the right of the issuer to borrow from the U.S. Treasury;
others, such as those issued by the Farmers Home Administration,
by discretionary authority of the U.S. government to purchase
certain obligations of the agency or instrumentality; and others,
such as those issued by the Federal Farm Credit Banks, only by
the credit of the instrumentality. While the U.S. government
provides financial support to such U.S. government-sponsored
agencies or instrumentalities, no assurance can be given that it
will always do so, since it is not so obligated by law. Each Fund
will invest in such securities only when the Trust's Advisers are
satisfied that the credit risk with respect to the issuer is
minimal.

Securities issued by the governments of foreign countries may
include direct obligations and obligations guaranteed by the
governments of the foreign countries. These obligations may have
fixed, floating or variable rates of interest.

CONCENTRATION IN FINANCIAL SERVICES OBLIGATIONS

Under normal market conditions, each Fund will have at least 25%
of its assets invested in companies engaged in the financial
services industry, including banks (U.S. and non-U.S. banks and
their branches), savings and loan associations, insurance
companies, and their holding companies, provided such companies
have total assets in excess of U.S. $1 billion (or the equivalent
thereof expressed in a foreign currency). These investments may
include bank obligations, such as certificates of deposit, time
deposits and bankers' acceptances. During periods when the
Trust's Advisers determine that a Fund should be in a temporary
defensive position, such Fund may have less than 25% of its
assets concentrated in the financial services industry.

Concentration may result in increased exposure to the specific
risks (e.g., credit risk and interest rate risk) pertaining to
the financial services industry and may subject each Fund to
greater risk and price fluctuation due to the more limited number
of industries or issuers potentially represented in a Fund. In
addition, each Fund may have its assets concentrated
in instruments of foreign financial institutions and foreign
branches of U.S. banks which are not subject to the supervision
and regulation of U.S. state and federal banking agencies and
other U.S. supervisory authorities.

OTHER INVESTMENT POLICIES OF THE FUNDS

Except as otherwise noted, each Fund may engage, without limit,
in the following investment transactions:

REPURCHASE TRANSACTIONS. Each Fund may engage in repurchase
transactions, in which a Fund purchases a U.S. government
security subject to resale to a bank or dealer at an agreedupon
price and date. The period of these repurchase agreements will
usually be short, from overnight to one week, and at no time will
a Fund invest in repurchase agreements for more than one year.
The securities which are subject to repurchase agreements may,
however, have maturity dates in excess of one year from the
effective date of the repurchase agreements.  The transaction
requires the collateralization of the seller's obligation by the
transfer of securities with an initial market value, including
accrued interest, equal to at least 102% of the dollar amount
invested by a Fund in each agreement, with the value of the
underlying security marked to market daily to maintain coverage
of at least 100%. A default by the seller might cause a Fund to
experience a loss or delay in the liquidation of the collateral
securing the repurchase agreement. A Fund might also incur
disposition costs in liquidating the collateral. The Funds,
however, intend to enter into repurchase agreements only with
financial institutions such as broker-dealers and banks which are
deemed creditworthy by the Funds' investment manager. A
repurchase agreement is deemed to be a loan by a Fund under the
1940 Act. The U.S. government security subject to resale (the
collateral) will be held on behalf of a Fund by a custodian
approved by the Trust's Board and will be held pursuant to a
written agreement. A Fund may not enter into a repurchase
agreement with more than seven days duration if, as a result,
more than 10% of the market value of a Fund's total assets would
be invested, together with other investments deemed to be
illiquid, in such repurchase agreement.

LOANS OF PORTFOLIO SECURITIES. Consistent with procedures
approved by the Board of Trustees and subject to the following
conditions, the Funds may lend their portfolio securities to
qualified securities dealers or other institutional investors,
provided that such loans do not exceed 30% of the value of a
Fund's total assets at the time of the most recent loan.  The
borrower must deposit with a Fund's custodian, collateral with an
initial market value of at least 102% of the initial market value
of the securities loaned, including any accrued interest, with
the value of the collateral and loaned securities markedtomarket
daily to maintain collateral coverage of at least 100%. Such
collateral shall consist of cash, securities issued by the U.S.
Government, its agencies or instrumentalities, or irrevocable
letters of credit.  The lending of securities is a common
practice in the securities industry. The Funds engage in security
loan arrangements with the primary objective of increasing a
Fund's income either through investing the cash collateral in
short-term interest bearing obligations or by receiving a loan
premium from the borrower. Under the securities loan agreement, a
Fund continues to be entitled to all dividends or interest on any
loaned securities. As with any extension of credit, there are
risks of delay in recovery and loss of rights in the collateral
should the borrower of the security fail financially.

NON-U.S. SECURITIES. Investing in non-U.S. money market
instruments and other securities of non-U.S. issuers involves
considerations and possible risks and opportunities not typically
associated with investing in U.S. securities. Such investments
may be favorably or unfavorably affected by changes in interest
rates, currency exchange rates and exchange control regulations,
and costs may be incurred in connection with conversions between
various currencies. In addition, investments in countries other
than the U.S. could be affected by other factors generally not
thought by the Trust's Advisers to be present in the U.S.,
including less liquid and efficient securities markets, greater
price volatility, less publicly available information, the
possibility of normal foreign withholding taxes or heavier
taxation, political or social instability, limitations on the
removal of funds or other assets of a Fund, expropriation of
assets, adverse diplomatic developments, higher transaction and
custody costs, delays attendant in settlement procedures, and
difficulties in enforcing contractual obligations.

CURRENCY EXCHANGE TRANSACTIONS AND FORWARD CONTRACTS. The Funds
may use forward contracts in conjunction with money market
instruments (including U.S. dollar denominated instruments) for
the purpose of obtaining an investment result that is
substantially equivalent to a direct investment in a foreign
currency denominated instrument. The Funds may also engage in
currency transactions to hedge (protect) against uncertainty in
the level of future currency exchange rates. Hedging transactions
will be limited to either specific transactions (for example, in
respect of settlement of securities purchased or sold by the
Funds) or portfolio positions (for example, in respect of
security positions already held by the Funds). The Hard Currency
Fund, however, endeavors, to the maximum extent practicable, to
maintain foreign currency (non-U.S. dollar) exposure with respect
to 100% of its net assets at all times and, therefore, any
portfolio position hedging activities of such Fund are expected
to be consistent with this policy. The Global Currency and High
Income Funds may hedge up to 100% of their portfolio positions
and each of the Funds may engage in currency exchange
transactions without limitation for hedging purposes in respect
of specific transactions, such as the settlement of securities
purchased or sold by the Funds.

The Funds conduct currency exchange transactions either on a spot
(i.e., cash) basis at the rate prevailing in the currency market,
or through entering into forward contracts to purchase or sell
currencies. A forward currency contract involves an obligation to
purchase or sell a specific currency at a future date, which may
be any fixed number of days from the date of the contract agreed
upon by the parties, at a price set at the time of the contract.
These contracts are entered into in the interbank market
conducted directly between currency traders (usually large
commercial banks) and their customers. When used for hedging,
such contracts tend to minimize the risk of loss due to a change
in the value of the subject currency; they also tend to limit any
potential currency gain which might result and do not protect
against fluctuations in the value of the underlying security or
position.

CURRENCY FUTURES TRANSACTIONS. Each Fund may enter into futures
contracts and purchase options on such contracts in order to
hedge against changes in currency exchange rates. A futures
contract on currency is an agreement to buy or sell currency at a
specified price during a designated month. A Fund does not
make payment or deliver currency on entering into a futures
contract. Instead, it makes a margin deposit, which is adjusted
to reflect changes in the value of the contract and which
continues until the contract is terminated.

A Fund sells currency futures contracts in order to offset a
possible decline in the value of the currency in which its
securities are denominated. When a futures contract is sold by a
Fund, the value of the contract will tend to rise when the value
of such currency (and the hedged securities) declines and to fall
when the value of such currency (and the hedged securities)
increases. A Fund purchases currency futures contracts in order
to fix a favorable currency exchange rate for securities
denominated in that currency which a Fund intends to purchase. If
a futures contract is purchased by a Fund, the value of the
contract will tend to change with changes in the value of such
currency and securities.

Each Fund may also purchase put and call options on currency
futures contracts for hedging purposes. A put option purchased by
a Fund would give it the right to assume a position as the seller
of a futures contract. A call option purchased by a Fund would
give it the right to assume a position as the buyer of a futures
contract. A Fund is required to pay a premium for a put or call
option on a futures contract, but is not required to take any
actions under the contract. If the option cannot be profitably
exercised before it expires, a Fund's loss will be limited to the
amount of the premium and any transaction costs.

Each Fund may enter into closing purchase or sale transactions in
order to terminate a futures contract. A Fund may close out an
option which it has purchased by selling an offsetting option of
the same series. There is no guarantee that such closing
transactions can be effected. The Funds' ability to enter into
closing transactions depends on the development and maintenance
of a liquid market, which may not be available at all times.

Although these futures and options transactions are intended to
enable the Funds to manage currency exchange risks, unanticipated
changes in currency exchange rates could result in poorer
performance than if they had not entered into these transactions.
Even if the Trust's Advisers correctly predict currency exchange
rate movements, a hedge could be unsuccessful if changes in the
value of a Fund's futures position do not correspond to changes
in the value of the currency in which its investments are
denominated. This lack of correlation between a Fund's futures
and currency positions may be caused by differences between the
futures and currency markets.

The Trust's Advisers will attempt to minimize these risks through
careful selection and monitoring of each Fund's futures and
options positions. The ability to predict the direction of
currency exchange rates involves skills different from those used
in selecting securities.

The Funds will not use futures transactions for speculation. A
Fund may not purchase or sell futures contracts or options on
futures, except for closing purchase or sale transactions, if
immediately thereafter the sum of margin deposits on a Fund's
outstanding futures positions and premiums paid for outstanding
options on futures would exceed 5% of the market value of a
Fund's total assets. These transactions involve brokerage costs,
require margin deposits and, in the case of contracts obligating
a Fund to purchase securities, require a Fund to
segregate assets to cover such contracts.

These transactions also involve risks to the Funds of the
possible loss of margin deposits or collateral in the event of
bankruptcy of a broker with whom a Fund has an open position in a
futures or options contract. A Fund's ability to enter into
certain futures, forward contracts and options is also limited by
the requirements of the Code for qualification of a Fund as a
regulated investment company. These securities may also require
the application of complex and special tax rules and elections
which may affect the amount, timing and character of
distributions to shareholders. These investments and transactions
are discussed further in the SAI.

A Fund's investments in options, futures contracts and forward
contracts may give rise to taxable income, gain or loss, and may
be subject to special tax treatment under certain mark-tomarket
and straddle rules, the effect of which may be to accelerate
income to a Fund, defer Fund losses, cause adjustments in the
holding periods of Fund securities, convert capital gains and
losses into ordinary income and losses, convert long-term capital
gains into short-term capital gains, and convert short-term
capital losses into long-term capital losses. These rules could,
therefore, affect the amount, timing and character of
distributions to shareholders. Certain elections may be available
to a Fund to mitigate some of the unfavorable consequences of the
provisions described in this paragraph. These investments and
transactions are discussed in the SAI.

CURRENCY OPTIONS TRANSACTIONS. Each Fund may, for hedging
purposes, purchase put and call options on any currency in which
a Fund's investments are denominated. Each Fund is also
authorized to enter into closing sale transactions in order to
realize gains or minimize losses on currency options purchased by
a Fund.

A Fund would normally purchase currency call options to fix a
favorable currency exchange rate for securities denominated in
that currency which a Fund intends to acquire. The purchase of a
call option would entitle a Fund, in return for the premium paid,
to purchase specified currency at a specified price, upon
exercise of the option, during the option period. A Fund would
ordinarily realize a gain if, during the option period, the value
of such currency exceeds the sum of the exercise price, the
premium paid and transaction cost; otherwise, a Fund would
realize a loss on the purchase of the call option.

A Fund would normally purchase currency put options to hedge
against a decline in the value of the currency in which its
securities are denominated. The purchase of a put option would
entitle a Fund, in exchange for the premium paid, to sell
specified currency at a specified price, upon exercise of the
option, during the option period. Gains and losses on the
purchase of such put options would tend to be offset by
countervailing changes in the value of the underlying currency
and the hedged securities. A Fund would ordinarily realize a gain
if, during the option period, the value of the underlying
currency decreases below the exercise price sufficiently to cover
the premium and transaction costs; otherwise a Fund would realize
a loss on the purchase of the put option.

If a Fund is unable to effect a closing sale transaction with
respect to options it has purchased, it would have to exercise
the options in order to realize any profit and may incur
transaction costs upon the purchase or sale of underlying
currencies.

Options on currencies are traded on exchanges and in the over
thecounter market and will be purchased only when the Trust's
Advisers believe a liquid secondary market exists for such
options, although there can be no assurances that a liquid
secondary market will exist for a particular option at any
specific time. In general, over-the-counter options differ from
exchange-traded options in that they are two-party contracts with
price and terms negotiated between buyer and seller, and such
options are endorsed and/or guaranteed by third parties (such as a
member of the Exchange). A Fund will purchase overthe-counter
options only from dealers and institutions which the Trust's
Advisers believe present a minimal credit risk.

The purchase of currency options is a highly specialized activity
which involves investment techniques and risks different from
those associated with ordinary portfolio securities transactions.
A Fund pays brokerage commissions or spreads in connection with
its options and any related currency transactions.

PORTFOLIO TURNOVER

The Funds anticipate that their annual portfolio turnover rate
generally will not exceed 100% but this rate should not be
construed as a limiting factor in the operation of a Fund's
portfolio.

The High Income Fund's high portfolio turnover ratio for the six
month period ended October 31, 1994, was due to the timing of long-
term security purchases throughout the year and the required
annualization of the calculation.  Had such Fund's transactions in
long-term securities taken place earlier in the year or had the
calculation not been annualized, the portfolio turnover ratio
would have been significantly lower.

CERTAIN FUNDAMENTAL POLICIES

The following are fundamental policies of each Fund which cannot
be changed, as to any of the Funds described in this Prospectus,
without approval by a majority of the outstanding voting
securities of such Fund.

Each Fund may not: (1) borrow money, except from banks for
temporary or emergency purposes in amounts not exceeding 33 1/3%
of the value of its total assets, or pledge, hypothecate, or
mortgage more than 33 1U3% of the value of its total assets in
connection with any such borrowings (no additional investments may
be made while any such borrowings exceed 5% of the Fund's total
assets; a Fund may incur interest charges in connection with such
borrowings); (2) in the aggregate, invest more than 10% of its net
assets in restricted securities, repurchase agreements maturing in
more than seven days, options which are traded in the over-the-
counter market and the investments hedged by such options, or
securities which are not readily marketable; (3) invest less than
25% of its assets in the securities of companies engaged in the
financial services industry or more than 25% of its assets in the
securities of issuers in any other industry; (4) lend more than
30% of its total assets, except to the extent that entering into
repurchase agreements or purchasing debt securities may be
considered to be a loan; and (5) invest more than 5% of its total
assets in securities of issuers (including predecessors) with less
than three years' continuous operations. Restrictions
(3) and (5) do not apply to investments in U.S. government
securities.

The Funds are subject to a number of additional investment
restrictions, some of which may be changed only with the
approval of shareholders, which limit their activities to some
extent. For a list of these restrictions and more information
concerning the policies discussed herein, please see the SAI.

HOW SHAREHOLDERS PARTICIPATE IN THE
RESULTS OF THE FUNDS' ACTIVITIES

The assets of the Funds are invested in portfolio securities. If
the securities owned by the Funds increase in value, either
because their price appreciates in local currency terms or
because the currency in which they are denominated appreciates
relative to the U.S. dollar, the value of the shares of the Funds
which the shareholder owns will generally increase. Conversely,
if the securities owned by the Funds decrease in value, the value
of the shareholder's shares will generally decrease. In this way,
shareholders participate in changes in the value of the
securities owned by the Funds.

Under normal market conditions, each of the Funds invests at
least a significant portion of its assets in instruments
denominated in foreign currencies.  Therefore, an individual
shareholder's gains or losses on shares of a Fund will in large
part be based on changes in the net asset value of such shares,
expressed in U.S. dollars, attributable to fluctuations in the
exchange rates between the U.S. dollar and the foreign currencies
in which such instruments are denominated.  Unlike a U.S. dollar
money market fund, which seeks to maintain a stable net asset
value, the net asset value of the shares of each of the Funds
will fluctuate.  In addition, total return on each of the Funds
may be higher or lower than the total return on a U.S. dollar
money market fund.  Investors, therefore, should not consider any
of the Funds to be a substitute for a U.S. dollar money market
fund.

MANAGEMENT OF THE FUNDS

The Board of Trustees has the primary responsibility for the
overall management of the Trust and for electing the officers of
the Trust who are responsible for administering its day-today
operations.

Adviser is a wholly-owned subsidiary of Resources, a publicly
owned holding company, the principal shareholders of which are
Charles B. Johnson and Rupert H. Johnson, Jr., who own
approximately 20% and 16%, respectively, of Resources'
outstanding shares. Resources is engaged in various aspects of
the financial services industry through its various subsidiaries
(the "Franklin Templeton Group"). The Manager acts as investment
manager or administrator to 33 U.S. registered investment
companies (111 separate series) with aggregate assets of over $73
billion.

TICI, the Subadviser, is an indirect subsidiary of Templeton
Worldwide, Inc., which, operating through its subsidiaries, is a
major investment management organization with approximately $42
billion of assets currently under management and a long history
of global investing.

Pursuant to the management agreement and the subadvisory
agreement, the Trust's Advisers supervise and implement each
Fund's investment activities and provide certain administrative
services and facilities which are necessary to conduct the Funds'
business.

Pursuant to the subadvisory agreement between the Manager and
TICI, and subject to the overall policies, control, direction and
review of the Board of Trustees and to the instructions and
supervision of the Manager, TICI will provide day-to-day
portfolio management for the Funds.

Each Fund is responsible for its own operating expenses,
including, but not limited to, the Manager's fee; taxes, if any;
custodian, legal and auditing fees; fees and expenses of trustees
who are not members of, affiliated with, or interested persons of
the Trust's Advisers; salaries of any personnel not affiliated
with the Trust's Advisers; insurance premiums; trade association
dues; expenses of obtaining quotations for calculating the value
of each Fund's net assets; printing and other expenses which are
not expressly assumed by the Manager.

The Manager has elected to reduce the fees payable under the
management agreement and to assume responsibility for making
payments, if necessary, to offset certain operating expenses
otherwise payable by the Funds so that total ordinary operating
expenses do not exceed 1.25% of each Fund's average net assets.
This arrangement is in effect until October 31, 1995, and then
may be continued or terminated by the Manager at any time.

During the six-month period ended October 31, 1994, fees totaling
0.65%, of the average net assets of the Hard Currency Fund and
the High Income Fund would have accrued to Adviser. Total
operating expenses, including management fees, would have
represented 1.28% and 1.45% of the average net assets of the
respective Funds. Pursuant to an agreement by the Adviser to
limit its fees,  the Hard Currency Fund paid management fees and
total operating expenses  totaling 0.62% and 1.25%, respectively,
and the High Income Fund paid management fees and total operating
expenses totaling 0.45% and 1.25%, respectively. During the
sixmonth period ended October 31, 1994, expenses borne by the
Global Currency Fund, including fees paid to the Adviser,
totalled 1.12% of the average net assets of the Fund.

The selection of brokers and dealers through whom transactions in
each Fund's portfolio securities will be effected will be made by
the Trust's Advisers. The Trust's Advisers will try to obtain the
best execution on all such transactions. If it is felt that more
than one broker is able to provide the best execution, the
Trust's Advisers will consider the furnishing of quotations and
of other market services, research, statistical and other data
for the Trust's Advisers and affiliates, as well as the sale of
shares of each Fund, as factors in selecting a broker. Further
information is included under "The Funds' Policies Regarding
Brokers Used on Portfolio Transactions" in the SAI.

Shareholder accounting and many of the clerical functions for the
Funds are performed by Franklin/Templeton Investor Services, Inc.
("Investor Services" or "Shareholder Services Agent"), in its
capacity as transfer agent and dividend-paying agent. Investor
Services is a wholly-owned subsidiary of Resources.

PLAN OF DISTRIBUTION

Each Fund has adopted a distribution plan (the "Plan"), pursuant
to Rule 12b-1 under the 1940 Act whereby it may
reimburse Distributors or others for all expenses incurred by
Distributors or others in the promotion and distribution of a
Fund's shares. Such expenses may include, but are not limited to,
the printing of prospectuses and reports used for sales purposes,
expenses of preparing and distributing sales literature and
related expenses, advertisements, and other distribution-related
expenses, including a prorated portion of Distributors' overhead
expenses attributable to the distribution of Fund shares, as well
as any distribution or service fees paid to securities dealers or
their firms or others who have executed a servicing agreement
with a Fund, Distributors or its affiliates. The maximum amount
which each Fund may pay to Distributors or others for such
distribution expenses is 0.45% per annum of the average daily net
assets of each Fund, payable on a quarterly basis. All expenses
of distribution and marketing in excess of 0.45% per annum will
be borne by Distributors, or others who have incurred them,
without reimbursement from the Funds. The Plan also covers any
payments to or by the Funds, Distributors, or other parties on
behalf of the Funds or Distributors, to the extent such payments
are deemed to be for the financing of any activity primarily
intended to result in the sale of shares issued by a Fund within
the context of Rule 12b-1. The payments under the Plan are
included in the maximum operating expenses which may be borne by
each Fund.

DISTRIBUTIONS TO SHAREHOLDERS

There are two types of distributions which the Funds may make to
their shareholders:

1. INCOME DIVIDENDS. The Funds receive income generally in the
form of interest and other income derived from their investments.
This income, less the expenses incurred in the Funds' operations,
is their net investment income from which income dividends may be
distributed. Thus, the amount of dividends paid per share may
vary with each distribution.

2. CAPITAL GAIN DISTRIBUTIONS. The Funds may derive capital gains
or losses in connection with sales or other dispositions of their
portfolio securities. Distributions by the Funds derived from net
short-term and net long-term capital gains (after taking into
account any net capital loss carryovers) may generally be made
once a year in December to reflect any net short-term and net
long-term capital gains realized by the Funds as of October 31 of
the current fiscal year and any undistributed net capital gains
from the prior fiscal year. These distributions, when made, will
generally be fully taxable to shareholders.  The Funds may make
more than one distribution derived from net short-term and net
long-term capital gains in any year or adjust the timing of these
distributions for operational or other reasons.

DISTRIBUTION DATE

Although subject to change by the Trust's Board of Trustees
without prior notice to, or approval by, shareholders, the Funds'
current policy is to declare income dividends monthly for
shareholders of record generally on the first business day
preceding the 15th of the month, payable on or about the last
business day of that month. The amount of income dividend
payments by the Funds is dependent upon the amount of net income
each Fund receives from their portfolio holdings, is not
guaranteed and is subject to the discretion of the Trust's Board
of Trustees. Fund shares are quoted ex-dividend on the first
business day following the record date. THE FUNDS DO NOT
PAY "INTEREST" OR GUARANTEE ANY FIXED RATE OF RETURN ON AN
INVESTMENT IN THEIR SHARES.

In order to be entitled to a dividend, an investor must have
acquired Fund shares prior to the close of business on the record
date. An investor considering purchasing Fund shares shortly
before the record date of a distribution should be aware that
because the value of a Fund's shares is based directly on the
amount of its net assets, rather than on the principle of supply
and demand, any distribution of income or capital gain will
result in a decrease in the value of a Fund's shares equal to the
amount of the distribution. While a dividend or capital gain
distribution received shortly after purchasing shares represents,
in effect, a return of a portion of the shareholder's investment,
it may be taxable as dividend income or capital gain.

DIVIDEND REINVESTMENT

Unless requested otherwise in writing or on the Shareholder
Application, income dividends, and capital gain distributions, if
any, will be automatically reinvested in the shareholder's
account in the form of additional shares, valued at the closing
net asset value (without sales charge) on the dividend
reinvestment date. Shareholders have the right to change their
election with respect to the receipt of distributions by
notifying the Funds, but any such change will be effective only
as to distributions for which the record date is seven or more
business days after the Funds have been notified. See the SAI for
more information.

Many of the Funds' shareholders receive their distributions in
the form of additional shares. This is a convenient way to
accumulate additional shares and maintain or increase the
shareholder's earnings base. Of course, any shares so acquired
remain at market risk.

DISTRIBUTIONS IN CASH

A shareholder may elect to receive income dividends, or both
income dividends and capital gain distributions, in cash. By
completing the "Special Payment Instructions for Distributions"
section of the Shareholder Application included with this
Prospectus, a shareholder may direct the selected distributions
to another fund in the Franklin Group of Funds(Registered
Trademark) or the Templeton Funds, to another person, or directly
to a checking account. If the bank at which the account is
maintained is a member of the Automated Clearing House, the
payments may be made automatically by electronic funds transfer.
If this last option is requested, the shareholder should allow at
least 15 days for initial processing. Dividends which may be paid
in the interim will be sent to the address of record. Additional
information regarding automated fund transfers may be obtained
from Franklin's Shareholder Services Department.  Dividend and
capital gain distributions are eligible for investment in another
fund in the Franklin Group of Funds or the Templeton Funds at net
asset value. See "Purchases at Net Asset Value" under "How to Buy
Shares of a Fund."

TAXATION OF THE FUNDS
AND THEIR SHAREHOLDERS

The following discussion reflects some of the tax considerations
that affect mutual funds and their shareholders. Additional
information on tax matters relating to the Funds and
their shareholders is included in the section entitled,
"Additional Information Regarding Taxation" in the SAI.

Each Fund of the Trust is treated as a separate entity for
federal income tax purposes. Each of the Funds intends to
continue to qualify for treatment as a regulated investment
company under Subchapter M of the Code. By distributing all of
its income and meeting certain other requirements relating to the
sources of its income and diversification of its assets, a Fund
will not be liable for federal income or excise taxes.

Regular income dividends (which are generally distributed
monthly) will be determined from each Fund's net investment
income, excluding any realized net foreign currency gains and
losses. Under U.S. Treasury regulations, net realized foreign
currency gains and losses are required to be reported as ordinary
income or loss to each Fund. Therefore, if in the course of a
fiscal year, a Fund realizes net foreign currency losses, that
Fund may be required to reclassify all or a portion of its income
dividend distributions made during such fiscal year as a returnof-
capital for federal income tax purposes. Net foreign currency
gains, if any, will generally be distributed as a supplemental
income dividend once each year in December to reflect any net
foreign currency gain realized by a Fund as of October 31 for the
current fiscal year, and may also reflect any undistributed
foreign currency gains for the prior fiscal year. Shareholders
will be informed of the tax status of all distributions shortly
after the close of each calendar year.

For federal income tax purposes, any income dividends which the
shareholder receives from a Fund, as well as any distributions
derived from the excess of net short-term capital gain over net
long-term capital loss, are treated as ordinary income whether
the shareholder has elected to receive them in cash or in
additional shares.

Distributions derived from the excess of net long-term capital
gain over net short-term capital loss are treated as long-term
capital gain regardless of the length of time the shareholder has
owned Fund shares and regardless of whether such distributions
are received in cash or in additional shares.

Pursuant to the Code, certain distributions which are declared in
October, November or December but which, for operational reasons,
may not be paid to the shareholder until the following January,
will be treated for tax purposes as if paid by a Fund and
received by the shareholder on December 31 of the calendar year
in which they are declared.

Redemptions and exchanges of a Fund's shares are taxable events
on which a shareholder may realize a gain or a loss. Any loss
incurred on sale or exchange of each Fund's shares, held for six
months or less, will be treated as a long-term capital loss to
the extent of capital gain dividends received with respect to
such shares.

Shareholders who are not U.S. persons for purposes of federal
income taxation should consult with their financial or tax
advisors regarding the applicability of U.S. withholding or other
taxes on distributions received by them from the Funds and the
application of foreign tax laws to these distributions.

Shareholders should consult their tax advisors with respect to
the applicability of state and local intangible property or
income taxes to their shares in the Funds and to distributions
and redemption proceeds received from the Funds.

HOW TO BUY SHARES OF A FUND

Shares of each Fund are continuously offered through securities
dealers which execute an agreement with Distributors, the
principal underwriter of each Fund's shares. The use of the term
"securities dealer" shall include other financial institutions
which, pursuant to an agreement with Distributors (directly or
through affiliates), handle customer orders and accounts with the
Funds. Such reference, however, is for convenience only and does
not indicate a legal conclusion of capacity. The minimum initial
investment is $100 and subsequent investments must be $25 or
more. These minimums may be waived when the shares are purchased
through plans established by the Franklin Templeton Group. The
Trust and Distributors reserve the right to refuse any order for
the purchase of shares.

A Fund may impose a $10 charge for each returned item, against
any shareholder account which, in connection with the purchase of
Fund shares, submits a check or a draft which is returned unpaid
to a Fund.

PURCHASE PRICE OF SHARES OF A FUND

Shares of each Fund are offered at the public offering price, which is
the net asset value per share plus a sales charge, next computed (1)
after the shareholder's securities dealer receives the order which is
promptly transmitted to such Fund or (2) after receipt of an order by
mail from the shareholder directly in proper form (which generally
means a completed Shareholder Application accompanied by a negotiable
check). The sales charge is a variable percentage of the offering
price depending upon the amount of the sale. On orders for 100,000
shares or more, the offering price will be calculated to four decimal
places. On orders for less than 100,000 shares, the offering price
will be calculated to two decimal places using standard rounding
criteria. A description of the method of calculating net asset value
per share is included under the caption "Valuation of Each Fund's
Shares."

Set forth below is a table of total sales charges or underwriting
commissions and dealer concessions.


                                                  DEALER CONCESSION
                                                  AS A
SIZE OF             AS A           AS A           PERCENTAGE
TRANSACTION AT      PERCENTAGE OF  PERCENTAGE OF  OF
OFFERING PRICE      OFFERING       NET AMOUNT     OFFERING
                    PRICE          INVESTED
PRICE*,***

Less than $50,000   3.00%          3.09%          2.60%
$50,000 but less    2.50%          2.56%          2.25%
than $100,000
$100,000 but less   2.00%          2.04%          1.85%
than $250,000
$250,000 but less   1.50%          1.52%          1.40%
than $500,000
$500,000 but less   1.00%          1.01%          1.00%
than $750,000
$750,000 but less   0.75%          0.76%          0.75%
than $1,000,000
$1,000,000 or more  none           none           (see
                                                  below)**

*Financial institutions or their affiliated brokers may receive
an agency transaction fee in the percentages set forth above.

**The following commissions will be paid by Distributors, from
its own resources, to securities dealers who initiate and are
responsible for purchases of $1 million or more: 0.75% on sales
of $1 million but less than $2 million, plus 0.60% on sales of $2
million but less than $3 million, plus 0.50% on sales of $3
million but less than $50 million, plus 0.25% on sales of $50
million but less than $100 million, plus 0.15% on sales of $100
million or more. Dealer concession breakpoints are reset every 12
months for purposes of additional purchases.

***At the discretion of Distributors, all sales charges may at
times be allowed to the securities dealer.  If 90% or more of the
sales commission is allowed, such securities dealer may be deemed
to be an underwriter as that term is defined in the Securities
Act of 1933, as amended.

No front-end sales charge applies on investments of $1 million or
more, but a contingent deferred sales charge of 1% is imposed on
certain redemptions of all or a portion of investments  of $1
million or more within 12 months of the calendar month following
such investments ("contingency period").  See "How to Sell Shares
of a Fund - Contingent Deferred Sales Charge."

The size of a transaction which determines the applicable sales
charge on the purchase of Fund shares is determined by adding the
amount of the shareholder's current purchase plus the cost or
current value (whichever is higher) of a shareholder's existing
investment in one or more of the funds in the Franklin Group of
Funds(Registered Trademark) and the Templeton Group of Funds.
Included for these aggregation purposes are (a) the mutual funds
in the Franklin Group of Funds except Franklin Valuemark Funds
and Franklin Government Securities Trust (the "Franklin Funds"),
(b) other investment products underwritten by Distributors or its
affiliates (although certain investments may not have the same
schedule of sales charges and/or may not be subject to reduction)
and (c) the U.S. mutual funds in the Templeton Group of Funds
except Templeton American Trust, Inc., Templeton Capital
Accumulator Fund, Inc., Templeton Variable Annuity Fund, and
Templeton Variable Products Series Fund (the "Templeton Funds").
(Franklin Funds and Templeton Funds are collectively referred to
as the "Franklin Templeton Funds.") Sales charge reductions based
upon aggregate holdings of (a), (b) and (c) above ("Franklin
Templeton Investments") may be effective only after notification
to Distributors that the investment qualifies for a discount.

Distributors, or one of its affiliates, may make payments, out of
its own resources, of up to 0.75% of the amount purchased to
securities dealers who initiate and are responsible for purchases
made at net asset value by non-designated retirement plans, and
up to 1% of the amount purchased to securities dealers who
initiate and are responsible for purchases made at net asset
value by certain designated retirement plans (excluding IRA and
IRA rollovers), certain trust companies and trust departments of
banks and certain retirement plans of organizations with
collective retirement plan assets of $10 million or more. See
definitions under "Description of Special Net Asset Value
Purchases" and as set forth in the SAI.

Distributors or one of its affiliates, out of its own
resources, may also provide additional compensation to securities
dealers in connection with sales of shares of the Franklin
Templeton Funds. Compensation may include financial assistance to
securities dealers in connection with conferences, sales or
training programs for their employees, seminars for the public,
advertising, sales campaigns and/or shareholder services and
programs regarding one or more of the Franklin Templeton Funds
and other dealer-sponsored programs or events. In some instances,
this compensation may be made available only to certain
securities dealers whose representatives have sold or are
expected to sell significant amounts of shares of the Franklin
Templeton Funds. Compensation may include payment for travel
expenses, including lodging, incurred in connection with trips
taken by invited registered representatives and members of their
families to locations within or outside of the United States for
meetings or seminars of a business nature. Dealers may not use
sales of the Funds' shares to qualify for this compensation to
the extent such may be prohibited by the laws of any state or any
self-regulatory agency, such as the National Association of
Securities Dealers, Inc. None of the aforementioned additional
compensation is paid for by the Funds or their shareholders.

Certain officers and trustees of the Trust are also affiliated
with Distributors. A detailed description is included in the SAI.

QUANTITY DISCOUNTS IN SALES CHARGES

Shares may be purchased under a variety of plans which provide
for a reduced sales charge. To be certain to obtain the reduction
of the sales charge, the investor or the dealer should notify
Distributors at the time of each purchase of shares which
qualifies for the reduction. In determining whether a purchase
qualifies for any of the discounts, investments in any Franklin
Templeton Investments may be combined with those of the
investor's spouse and children under the age of 21. In addition,
the aggregate investments of a trustee or other fiduciary account
(for an account under exclusive investment authority) may be
considered in determining whether a reduced sales charge is
available, even though there may be a number of beneficiaries of
the account.

In addition, an investment in each Fund may qualify for a
reduction in the sales charge under the following programs:

1.ERIGHTS OF ACCUMULATION. The cost or current value (whichever
is higher) of existing investments in the Franklin Templeton
Investments may be combined with the amount of the current
purchase in determining the sales charge to be paid.

2. LETTER OF INTENT. An investor may immediately qualify for a
reduced sales charge on a purchase of shares of a Fund by
completing the Letter of Intent section of the Shareholder
Application (the "Letter of Intent" or "Letter"). By completing
the Letter, the investor expresses an intention to invest during
the next 13 months a specified amount which, if made at one time,
would qualify for a reduced sales charge and grants to
Distributors a security interest in the reserved shares and
irrevocably appoints Distributors as attorney-in-fact with full
power of substitution to surrender for redemption any or all
shares for the purpose of paying any additional sales charge due.
Purchases under the Letter will conform with the requirements of
Rule 22d-1 under the 1940 Act. The investor or the investor's
securities dealer must inform Investor Services or
Distributors that this Letter is in effect each time a purchase
is made.

AN INVESTOR (EXCEPT FOR CERTAIN EMPLOYEE BENEFIT PLANS WHICH ARE
LISTED UNDER "DESCRIPTION OF SPECIAL NET ASSET VALUE PURCHASES")
ACKNOWLEDGES AND AGREES TO THE FOLLOWING PROVISIONS BY COMPLETING
THE LETTER OF INTENT SECTION OF THE SHAREHOLDER APPLICATION: Five
percent (5%) of the amount of the total intended purchase will be
reserved in shares of the Fund in which you invest, registered in
the investor's name, to assure that the full applicable sales
charge will be paid if the intended purchase is not completed.
The reserved shares will be included in the total shares owned as
reflected on periodic statements; income and capital gain
distributions on the reserved shares will be paid as directed by
the investor. The reserved shares will not be available for
disposal by the investor until the Letter of Intent has been
completed or the higher sales charge paid. For more information,
see "Additional Information Regarding Purchases" in the SAI.


GROUP PURCHASES

An individual who is a member of a qualified group may also
purchase shares of a Fund at the reduced sales charge applicable
to the group as a whole. The sales charge is based upon the
aggregate dollar value of shares previously purchased and still
owned by the group, plus the amount of the current purchase. For
example, if members of the group had previously invested and
still held $40,000 of a Fund's shares and now were investing
$20,000, the sales charge would be 2.50%. Information concerning
the current sales charge applicable to a group may be obtained by
contacting Distributors.

A "qualified group" is one which (i) has been in existence for
more than six months, (ii) has a purpose other than acquiring
Fund shares at a discount and (iii) satisfies uniform criteria
which enable Distributors to realize economies of scale in its
costs of distributing shares. A qualified group must have more
than 10 members, be available to arrange for group meetings
between representatives of the Funds or Distributors and the
members, agree to include sales and other materials related to
the Funds in its publications and mailings to members at reduced
or no cost to Distributors, and seek to arrange for payroll
deduction or other bulk transmission of investments to the Funds.

If an investor selects a payroll deduction plan, subsequent
investments will be automatic and will continue until such time
as the investor notifies such Fund and the investor's employer to
discontinue further investments. Due to the varying procedures
used to prepare, process and forward the payroll deduction
information to a Fund, there may be a delay between the time of
the payroll deduction and the time the money reaches such Fund.
The investment in such Fund will be made at the offering price
per share determined on the day that both the check and payroll
deduction data are received in required form by a Fund.

PURCHASES AT NET ASSET VALUE

Shares of each Fund may be purchased without the imposition of
either a front-end sales charge ("net asset value") or a
contingent deferred sales charge by (1) officers, trustees,
directors and full-time employees of such Fund, any of the
Franklin Templeton Funds, or of the Franklin Templeton Group,
and by their spouses and family members; (2) companies exchanging
shares with or selling assets pursuant to a merger, acquisition
or exchange offer; (3) insurance company separate accounts for
pension plan contracts; (4) accounts managed by the Franklin
Templeton Group; (5) shareholders of Templeton Institutional
Funds, Inc. reinvesting redemption proceeds from that fund under
an employee benefit plan qualified under Section 401 of the
Internal Revenue Code of 1986, as amended, in shares of the Fund;
(6) certain unit investment trusts and unit holders of such
trusts reinvesting their distributions from the trusts in a Fund;
(7) registered securities dealers and their affiliates, for their
investment account only, and (8) registered personnel and
employees of securities dealers and by their spouses and family
members, in accordance with the internal policies and procedures
of the employing securities dealer.

Shares of each Fund may be purchased at net asset value by
persons who have redeemed, within the previous 120 days, their
shares of such Fund or another of the Franklin Templeton Funds
which were purchased with a front-end sales charge or assessed a
contingent deferred sales charge on redemption. An investor may
reinvest an amount not exceeding the redemption proceeds. While
credit will be given for any contingent deferred sales charge
paid on the shares redeemed and subsequently repurchased, a new
contingency period will begin. Shares of a Fund redeemed in
connection with an exchange into another fund (see "Exchange
Privilege") are not considered "redeemed" for this privilege. In
order to exercise this privilege, a written order for the
purchase of shares of a Fund must be received by such Fund or the
Fund's Shareholder Services Agent within 120 days after the
redemption. The 120 days, however, do not begin to run on
redemption proceeds placed immediately after redemption in a
Franklin Bank Certificate of Deposit ("CD") until the CD
(including any rollover) matures. Reinvestment at net asset value
may also be handled by a securities dealer or other financial
institution, who may charge the shareholder a fee for this
service. The redemption is a taxable transaction but reinvestment
without a sales charge may affect the amount of gain or loss
recognized and the tax basis of the shares reinvested. If there
has been a loss on the redemption, the loss may be disallowed if
a reinvestment in the same fund is made within a 30-day period.
Information regarding the possible tax consequences of such a
reinvestment is included in the tax section of this Prospectus
and the SAI.

Dividends and capital gains received in cash by the shareholder
may also be used to purchase shares of a Fund or another of the
Franklin Templeton Funds at net asset value and without the
imposition of a contingent deferred sales charge within 120 days
of the payment date of such distribution. To exercise this
privilege, a written request to reinvest the distribution must
accompany the purchase order. Additional information may be
obtained from Shareholder Services at 1-800/632-2301. See
"Distributions in Cash" under "Distributions to Shareholders."

Shares of each Fund may be purchased at net asset value by
registered investment advisers buying on behalf of a client,
provided that the registered investment adviser has a pre
existing investment advisory relationship with the investor under
which the investor compensates the registered investment adviser
through payment of an investment advisory fee and the qualifying
investment in such Fund is made within the context of that
investment advisory relationship. SHARES ACQUIRED PURSUANT TO
THIS PROVISION ARE NOT ELIGIBLE FOR EXCHANGE AT NET ASSET VALUE
INTO ANOTHER OF THE FRANKLIN TEMPLETON FUNDS.

Shares of each Fund may be purchased at net asset value and
without the imposition of a contingent deferred sales charge by
investors who have, within the past 60 days, redeemed an
investment in an unaffiliated mutual fund which charged the
investor a contingent deferred sales charge upon redemption and
which has investment objectives similar to those of such Fund.

Shares of each Fund may be purchased at net asset value and
without the imposition of a contingent deferred sales charge by
broker-dealers, who have entered into a supplemental agreement
with Distributors, or by registered investment advisers
affiliated with such broker-dealers, on behalf of their clients
who are participating in a comprehensive fee program (sometimes
known as a wrap fee program).

Shares of each Fund may be purchased at net asset value and
without the imposition of a contingent deferred sales charge by
anyone who has taken a distribution from an existing retirement
plan already invested in the Franklin Templeton Funds (including
former participants of the Franklin Templeton Profit Sharing
401(k) plan), to the extent of such distribution. In order to
exercise this privilege a written order for the purchase of
shares of a Fund must be received by Franklin Templeton Trust
Company (the "Trust Company"), such Fund or Investor Services,
within 120 days after the plan distribution. A prospectus
outlining the investment objectives and policies of a fund in
which the shareholder wishes to invest may be obtained by calling
toll free at 1-800/DIAL BEN (1-800/3425236).

Shares of each Fund may also be purchased at net asset value and
without the imposition of a contingent deferred sales charge by
any state, county, or city, or any instrumentality, department,
authority or agency thereof which has determined that such Fund
is a legally permissible investment and which is prohibited by
applicable investment laws from paying a sales charge or
commission in connection with the purchase of shares of any
registered management investment company (an "eligible
governmental authority"). SUCH INVESTORS SHOULD CONSULT THEIR OWN
LEGAL ADVISORS TO DETERMINE WHETHER AND TO WHAT EXTENT THE SHARES
OF THE FUNDS CONSTITUTE LEGAL INVESTMENTS FOR THEM. Municipal
investors considering investment of proceeds of bond offerings
into the Funds should consult with expert counsel to determine
the effect, if any, of various payments made by a Fund or its
investment manager on arbitrage rebate calculations. If an
investment by an eligible governmental authority at net asset
value is made through a securities dealer who has executed a
dealer agreement with Distributors, Distributors or one of its
affiliates may make a payment, out of their own resources, to
such securities dealer in an amount not to exceed 0.25% of the
amount invested. Contact Franklin's Institutional Sales
Department for additional information.

DESCRIPTION OF SPECIAL NET ASSET VALUE PURCHASES

Shares of each Fund may also be purchased at net asset value and
without the imposition of a contingent deferred sales charge by
certain designated retirement plans, including profit sharing,
pension, 401(k) and simplified employee pension plans
("designated plans"), subject to minimum requirements with
respect to number of employees or amount of purchase, which may
be established by Distributors. Currently those criteria require
that the employer establishing the plan have 200 or more
employees or that the amount invested or to be invested during
the subsequent 13-month period in such Fund or in any of
the Franklin Templeton Investments totals at least $1,000,000.
Employee benefit plans not designated above or qualified under
Section 401 of the Code ("non-designated plans") may be afforded
the same privilege if they meet the above requirements as well as
the uniform criteria for qualified groups previously described
under "Group Purchases" which enable Distributors to realize
economies of scale in its sales efforts and sales related
expenses.

Shares of each Fund may be purchased at net asset value and
without the imposition of a contingent deferred sales charge by
trust companies and bank trust departments for funds over which
they exercise exclusive discretionary investment authority and
which are held in a fiduciary, agency, advisory, custodial or
similar capacity. Such purchases are subject to minimum
requirements with respect to amount of purchase, which may be
established by Distributors. Currently, those criteria require
that the amount invested or to be invested during the subsequent
13-month period in such Fund or any of the Franklin Templeton
Investments must total at least $1,000,000. Orders for such
accounts will be accepted by mail accompanied by a check or by
telephone or other means of electronic data transfer directly
from the bank or trust company, with payment by federal funds
received by the close of business on the next business day
following such order.

Shares of each Fund may be purchased at net asset value and
without the imposition of a contingent deferred sales charge by
trustees or other fiduciaries purchasing securities for certain
retirement plans of organizations with collective retirement plan
assets of $10 million or more, without regard to where such
assets are currently invested.

Refer to the SAI for further information.

GENERAL

Securities laws of states in which each Fund's shares are offered
for sale may differ from the interpretations of federal law, and
banks and financial institutions selling shares of such Fund may
be required to register as dealers pursuant to state law.

PURCHASING SHARES OF THE FUNDS IN
CONNECTION WITH RETIREMENT PLANS
INVOLVING TAX-DEFERRED INVESTMENTS

Shares of each Fund may be used for individual or employer
sponsored retirement plans involving tax-deferred investments.
Each Fund may be used as an investment vehicle for an existing
retirement plan, or the Franklin Templeton Trust Company (the
"Trust Company") may provide the plan documents and serve as
custodian or trustee.  A plan document must be adopted for a
retirement plan to be in existence. The Trust Company, an
affiliate of Distributors, can serve as custodian or trustee for
retirement plans.  Brochures for the Trust Company plans contain
important information regarding eligibility, contribution and
deferral limits and distribution requirements. Please note that
an application other than the one contained in this Prospectus
must be used to establish a retirement plan account with the
Trust Company. To obtain a retirement plan brochure or
application, call toll free 1800/DIAL BEN (1-800/342-5236).

Please see "How to Sell Shares of a Fund" for specific
information regarding redemptions from retirement plan accounts.
Specific forms are required to be completed for distributions
from Franklin Templeton Trust Company retirement plans.

Individuals and plan sponsors should consult with legal, tax or
benefits and pension plan consultants before choosing a
retirement plan. In addition, retirement plan investors should
consider consulting their investment representatives or advisors
concerning investment decisions within their plans.


OTHER PROGRAMS AND PRIVILEGES
AVAILABLE TO EACH FUND'S SHAREHOLDERS

CERTAIN OF THE PROGRAMS AND PRIVILEGES DESCRIBED IN THIS SECTION
MAY NOT BE AVAILABLE DIRECTLY FROM THE FUNDS TO SHAREHOLDERS
WHOSE SHARES ARE HELD, OF RECORD, BY A FINANCIAL INSTITUTION OR
IN A "STREET NAME" ACCOUNT OR NETWORKED ACCOUNT THROUGH THE
NATIONAL SECURITIES CLEARING CORPORATION ("NSCC") (SEE THE
SECTION CAPTIONED "ACCOUNT REGISTRATIONS" IN THIS PROSPECTUS).

SHARE CERTIFICATES

Shares for an initial investment, as well as subsequent
investments, including the reinvestment of dividends and capital
gain distributions, are generally credited to an account in the
name of an investor on the books of a Fund, without the issuance
of a share certificate. Maintaining shares in uncertificated form
(also known as "plan balance") minimizes the risk of loss or
theft of a share certificate. A lost, stolen or destroyed
certificate cannot be replaced without obtaining a sufficient
indemnity bond. The cost of such a bond, which is generally borne
by the shareholder, can be 2% or more of the value of the lost,
stolen or destroyed certificate. A certificate will be issued if
requested in writing by the shareholder or by the securities
dealer.

CONFIRMATIONS

A confirmation statement will be sent to each shareholder
quarterly to reflect the dividends reinvested during that period
and after each other transaction which affects the shareholder's
account. This statement will also show the total number of shares
owned by the shareholder, including the number of shares in "plan
balance" for the account of the shareholder.

AUTOMATIC INVESTMENT PLAN

Under the Automatic Investment Plan, a shareholder may be able to
arrange to make additional purchases of shares automatically on a
monthly basis by electronic funds transfer from a checking
account if the bank which maintains the account is a member of
the Automated Clearing House, or by preauthorized checks drawn on
the shareholder's bank account. A shareholder may, of course,
terminate the program at any time. The Shareholder Application
included with this Prospectus contains the requirements
applicable to this program. In addition, shareholders may obtain
more information concerning this program from their securities
dealers or from Distributors.

The market value of the Funds' shares is subject to fluctuation.
Before undertaking any plan for systematic investment, the
investor should keep in mind that such a program does not assure
a profit or protect against a loss.

SYSTEMATIC WITHDRAWAL PLAN

A shareholder may establish a Systematic Withdrawal Plan and
receive regular periodic payments from the account provided that
the net asset value of the shares held by the shareholder is at
least $5,000. There are no service charges for establishing or
maintaining a Systematic Withdrawal Plan. The minimum amount
which the shareholder may withdraw is $50 per withdrawal
transaction although this is merely the minimum amount allowed
under the plan and should not be mistaken for a recommended
amount. Retirement plans subject to mandatory distribution
requirements are not subject to the $50 minimum.  The plan may be
established on a monthly, quarterly, semiannual or annual basis.
If the shareholder establishes a plan, any capital gain
distributions and income dividends paid by a Fund will be
reinvested for the shareholder's account in additional shares at
net asset value. Payments will then be made from the liquidation
of shares at net asset value on the day of the transaction (which
is generally the first business day of the month in which the
payment is scheduled) with payment generally received by the
shareholder three to five days after the date of liquidation. By
completing the "Special Payment Instructions for Distributions"
section of the Shareholder Application included with this
Prospectus, a shareholder may direct the selected withdrawals to
another of the Franklin Templeton Funds, to another person, or
directly to a checking account. If the bank at which the account
is maintained is a member of the Automated Clearing House, the
payments may be made automatically by electronic funds transfer.
If this last option is requested, the shareholder should allow at
least 15 days for initial processing. Withdrawals which may be
paid in the interim will be sent to the address of record.
Liquidation of shares may reduce or possibly exhaust the shares
in the shareholder's account, to the extent withdrawals exceed
shares earned through dividends and distributions, particularly
in the event of a market decline. If the withdrawal amount
exceeds the total plan balance, the account will be closed and
the remaining balance will be sent to the shareholder. As with
other redemptions, a liquidation to make a withdrawal payment is
a sale for federal income tax purposes. Because the amount
withdrawn under the plan may be more than the shareholder's
actual yield or income, part of the payment may be a return of
the shareholder's investment.

The maintenance of a Systematic Withdrawal Plan concurrently with
purchases of additional shares of a Fund would be disadvantageous
because of the sales charge on the additional purchases. The
shareholder should ordinarily not make additional investments of
less than $5,000 or three times the annual withdrawals under the
plan during the time such a plan is in effect. A Systematic
Withdrawal Plan may be terminated on written notice by the
shareholder or a Fund, and it will terminate automatically if all
shares are liquidated or withdrawn from the account, or upon a
Fund's receipt of notification of the death or incapacity of the
shareholder. Shareholders may change the amount (but not below
the specified minimum) and schedule of withdrawal payments, or
suspend one such payment by giving written notice to Investor
Services at least seven business days prior to the end of the
month preceding a scheduled payment. Share certificates may not
be issued while a Systematic Withdrawal Plan is in effect.

INSTITUTIONAL ACCOUNTS

There may be additional methods of purchasing, redeeming or
exchanging shares of a Fund available to institutional accounts.
For further information, contact Franklin's Institutional
Services Department at 1-800/321-8563.

EXCHANGE PRIVILEGE

The Franklin Templeton Funds consist of a number of mutual funds
with various investment objectives or policies. The shares of
most of these mutual funds are offered to the public with a sales
charge. If a shareholder's investment objective or outlook for
the securities markets changes, a Fund's shares may be exchanged
for shares of other Franklin Templeton Funds which are eligible
for sale in the shareholder's state of residence and in
conformity with such fund's stated eligibility requirements and
investment minimums. Investors should review the prospectus of
the fund they wish to exchange from and the fund they wish to
exchange into for all specific requirements or limitations on
exercising the exchange privilege, for example, minimum holding
periods or applicable sales charges. Exchanges may be made in any
of the following ways:

EXCHANGES BY MAIL

Send written instructions signed by all account owners and
accompanied by any outstanding share certificates properly
endorsed. The transaction will be effective upon receipt of the
written instructions together with any outstanding share
certificates.

EXCHANGES BY TELEPHONE

SHAREHOLDERS, OR THEIR INVESTMENT REPRESENTATIVE OF RECORD, IF
ANY, MAY EXCHANGE SHARES OF A FUND BY TELEPHONE BY CALLING
INVESTOR SERVICES AT 1-800/632-2301 OR THE AUTOMATED FRANKLIN
TELEFACTS SYSTEM (DAY OR NIGHT) AT 1-800/247-1753. IF THE
SHAREHOLDER DOES NOT WISH THIS PRIVILEGE EXTENDED TO A PARTICULAR
ACCOUNT, THE FUNDS OR INVESTOR SERVICES SHOULD BE NOTIFIED.

The Telephone Exchange Privilege allows a shareholder to effect
exchanges from a Fund into an identically registered account in
one of the other available Franklin Templeton Funds. The
Telephone Exchange Privilege is available only for uncertificated
shares or those which have previously been deposited in the
shareholder's account. The Funds and Investor Services will
employ reasonable procedures to confirm that instructions
communicated by telephone are genuine. Please refer to "Telephone
Transactions - Verification Procedures."

During periods of drastic economic or market changes, it is
possible that the Telephone Exchange Privilege may be difficult
to implement and the TeleFACTS option may not be available. In
this event, shareholders should follow the other exchange
procedures discussed in this section, including the procedures
for processing exchanges through securities dealers.

EXCHANGES THROUGH SECURITIES DEALERS

As is the case with all purchases and redemptions of a Fund's
shares, Investor Services will accept exchange orders by
telephone or by other means of electronic transmission from
securities dealers who execute a dealer or similar agreement with
Distributors. See also "Exchanges By Telephone" above. Such a
dealer-ordered exchange will be effective only for
uncertificated shares on deposit in the shareholder's account or
for which certificates have previously been deposited. A
securities dealer may charge a fee for handling an exchange.

ADDITIONAL INFORMATION REGARDING EXCHANGES

A contingent deferred sales charge will not be imposed on
exchanges.  If, however, the exchanged shares were subject to a
contingent deferred sales charge in the original fund purchased,
and shares are subsequently redeemed within the contingency
period, a contingent deferred sales charge will be imposed.  The
contingency period will be tolled (or stopped) for the period
such shares are exchanged into and held in a Franklin or
Templeton money market fund. See also "How to Sell Shares of a
Fund - Contingent Deferred Sales Charge."

Exchanges are made on the basis of the net asset values of the
funds involved, except as set forth below. Exchanges of shares of
a Fund which were purchased without a sales charge will be
charged a sales charge in accordance with the terms of the
prospectus of the fund being purchased, unless the investment on
which no sales charge was paid was transferred in from a fund on
which the investor paid a sales charge. Exchanges of shares of a
Fund which were purchased with a lower sales charge to a fund
which has a higher sales charge will be charged the difference,
unless the shares were held in a Fund for at least six months
prior to executing the exchange. When an investor requests the
exchange of the total value of a Fund account, declared but
unpaid income dividends and capital gain distributions will be
transferred to the fund being exchanged into and will be invested
at net asset value. Because the exchange is considered a
redemption and purchase of shares, the shareholder may realize a
gain or loss for federal income tax purposes. Backup withholding
and information reporting may also apply. Information regarding
the possible tax consequences of such an exchange is included in
the tax section in this Prospectus and in the SAI.

There are differences among the Franklin Templeton Funds. Before
making an exchange, a shareholder should obtain and review a
current prospectus of the fund into which the shareholder wishes
to transfer.

If a substantial portion of a Fund's shareholders should, within
a short period, elect to redeem their shares of a Fund pursuant
to the exchange privilege, the Fund might have to liquidate
portfolio securities it might otherwise hold and incur the
additional costs related to such transactions. On the other hand,
increased use of the exchange privilege may result in periodic
large inflows of money. If this should occur, it is the general
policy of each Fund to initially invest this money in short-term,
interest-bearing money market instruments, unless it is felt that
attractive investment opportunities consistent with the Fund's
investment objectives exist immediately. Subsequently, this money
will be withdrawn from such short-term money market instruments
and invested in portfolio securities in as orderly a manner as is
possible when attractive investment opportunities arise.

The Exchange Privilege may be modified or discontinued by a Fund
at any time upon 60 days' written notice to shareholders.

RETIREMENT ACCOUNTS

Franklin Templeton IRA and 403(b) retirement accounts may
accomplish exchanges directly. Certain restrictions may apply,
however, to other types of retirement plans. See "Restricted
Accounts" under "Telephone Transactions."

TIMING ACCOUNTS

Accounts which are administered by allocation or market timing
services to purchase or redeem shares based on predetermined
market indicators ("Timing Accounts") will be charged a $5.00
administrative service fee per each such exchange. All other
exchanges are without charge.

RESTRICTIONS ON EXCHANGES

In accordance with the terms of their respective prospectuses,
certain funds do not accept or may place differing limitations
than those below on exchanges by Timing Accounts.
Each Fund reserves the right to temporarily or permanently
terminate the exchange privilege or reject any specific purchase
order for any Timing Account or any person whose transactions
seem to follow a timing pattern who: (i) makes an exchange
request out of the Fund within two weeks of an earlier exchange
request out of the Fund, or (ii) makes more than two exchanges
out of the Fund per calendar quarter, or (iii) exchanges shares
equal in value to at least $5 million, or more than 1% of the
Fund's net assets. Accounts under common ownership or control,
including accounts administered so as to redeem or purchase
shares based upon certain predetermined market indicators, will
be aggregated for purposes of the exchange limits.
Each Fund reserves the right to refuse the purchase side of
exchange requests by any Timing Account, person, or group if, in
the Manager's judgment, a Fund would be unable to invest
effectively in accordance with its investment objectives and
policies, or would otherwise potentially be adversely affected. A
shareholder's purchase exchanges may be restricted or refused if
a Fund receives or anticipates simultaneous orders affecting
significant portions of a Fund's assets. In particular, a pattern
of exchanges that coincide with a "market timing" strategy may be
disruptive to a Fund and therefore may be refused.
Each Fund and Distributors also, as indicated in "How to Buy
Shares of a Fund," reserve the right to refuse any order for the
purchase of shares.
HOW TO SELL SHARES OF A FUND
A shareholder may at any time liquidate shares owned and receive
from a Fund the value of the shares. Shares may be redeemed in
any of the following ways:
REDEMPTIONS BY MAIL
Send a written request, signed by all registered owners, to
Investor Services at the address shown on the back cover of this
Prospectus and any share certificates which have been issued for
the shares being redeemed, properly endorsed and in order for
transfer. The shareholder will then receive from such Fund the
value of the shares based upon the net asset value per share next
computed after the written request in proper form is received by
Investor Services. Redemption requests received after the time at
which the net asset value is calculated (at 1:00 p.m. Pacific
time) each day that the Exchange is open for business will
receive the price calculated on the following business day.
Shareholders are requested to provide a telephone number(s) where
they may be reached during business hours, or in the evening if
preferred. Investor Services' ability to contact a shareholder
promptly when necessary will speed the processing of the
redemption.
TO BE CONSIDERED IN PROPER FORM, SIGNATURE(S) MUST BE
GUARANTEED IF THE REDEMPTION REQUEST INVOLVES ANY OF THE
FOLLOWING:
(1)  the proceeds of the redemption are over $50,000;
(2)  the proceeds (in any amount) are to be paid to someone other
     than the registered owner(s) of the account;
(3)  the proceeds (in any amount) are to be sent to any address
     other than the shareholder's address of record,
     preauthorized bank account or brokerage firm account;
     
(4)  share certificates, if the redemption proceeds are in excess
     of $50,000; or
     
(5)  a Fund or Investor Services believes that a signature
     guarantee would protect against potential claims based on
     the transfer instructions, including, for example, when (a)
     the current address of one or more joint owners of an
     account cannot be confirmed, (b) multiple owners have a
     dispute or give inconsistent instructions to a Fund, (c) a
     Fund has been notified of an adverse claim, (d) the
     instructions received by a Fund are given by an agent, not
     the actual registered owner, (e) a Fund determines that
     joint owners who are married to each other are separated or
     may be the subject of divorce proceedings, or (f) the
     authority of a representative of a corporation, partnership,
     association, or other entity has not been established to the
     satisfaction of a Fund.
     
Signature(s) must be guaranteed by an "eligible guarantor
     institution" as defined under Rule 17Ad-15 under the
     Securities Exchange Act of 1934. Generally, eligible
     guarantor institutions include (1) national or state banks,
     savings associations, savings and loan associations, trust
     companies, savings banks, industrial loan companies and
     credit unions; (2) national securities exchanges, registered
     securities associations and clearing agencies; (3)
     securities dealers which are members of a national
     securities exchange or a clearing agency or which have
     minimum net capital of $100,000; or (4) institutions that
     participate in the Securities Transfer Agent Medallion
     Program ("STAMP") or other recognized signature guarantee
     medallion program. A notarized signature will not be
     sufficient for the request to be in proper form.
     
Where shares to be redeemed are represented by share
     certificates, the request for redemption must be accompanied
     by the share certificate and a share assignment form signed
     by the registered shareholders exactly as the account is
     registered, with the signature(s) guaranteed as referenced
     above. Shareholders are advised, for their own protection,
     to send the share certificate and assignment form in
     separate envelopes if they are being mailed in for
     redemption.
     
Liquidation requests of corporate, partnership, trust and
     custodianship accounts, and accounts under court
     jurisdiction require the following documentation to be in
     proper form:
     
Corporation - (1) Signature guaranteed letter of instruction from
     the authorized officer(s) of the corporation, and (2) a
     corporate resolution.
     
Partnership - (1) Signature guaranteed letter of instruction from
     a general partner and (2) pertinent pages from the
     partnership agreement identifying the general partners or a
     certification for a partnership agreement.
     
Trust - (1) Signature guaranteed letter of instruction from the
     trustee(s) and (2) a copy of the pertinent pages of the
     trust
document listing the trustee(s) or a Certification for Trust if
     the trustee(s) are not listed on the account registration.
     
Custodial (other than a retirement account) - Signature
     guaranteed letter of instruction from the custodian.
     
Accounts under court jurisdiction - Check court documents and the
     applicable state law since these accounts have varying
     requirements, depending upon the state of residence.
     
Payment for redeemed shares will be sent to the shareholder
     within seven days after receipt of the request in proper
     form.
     
REDEMPTIONS BY TELEPHONE
     
Shareholders who complete the Franklin Templeton Telephone
     Redemption Authorization Agreement (the "Agreement"),
     included with this Prospectus may redeem shares of a Fund by
     telephone, subject to the Restricted Account exception noted
     under "Telephone Transactions - Restricted Accounts."
     INFORMATION MAY ALSO BE OBTAINED BY WRITING TO THE FUNDS OR
     INVESTOR SERVICES AT THE ADDRESS SHOWN ON THE COVER OR BY
     CALLING 1-800/632-2301. THE FUNDS AND INVESTOR SERVICES WILL
     EMPLOY REASONABLE PROCEDURES TO CONFIRM THAT INSTRUCTIONS
     GIVEN BY TELEPHONE ARE GENUINE. SHAREHOLDERS, HOWEVER, BEAR
     THE RISK OF LOSS IN CERTAIN CASES AS DESCRIBED UNDER
     "TELEPHONE TRANSACTIONS VERIFICATION PROCEDURES."
     
For shareholder accounts with a completed Agreement on file,
     redemptions of uncertificated shares or shares which have
     previously been deposited with a Fund or Investor Services
     may be made for up to $50,000 per day per Fund account.
     Telephone redemption requests received before 1:00Ep.m.
     Pacific time on any business day will be processed that same
     day. The redemption check will be sent within seven days,
     made payable to all the registered owners on the account,
     and will be sent only to the address of record. Redemption
     requests by telephone will not be accepted within 30 days
     following an address change by telephone. In that case, a
     shareholder should follow the other redemption procedures
     set forth in this Prospectus. Institutional accounts
     (certain corporations, bank trust departments, government
     entities, and qualified retirement plans which qualify to
     purchase shares at net asset value pursuant to the terms of
     this Prospectus) which wish to execute redemptions in excess
     of $50,000 must complete an Institutional Telephone
     Privileges Agreement which is available from Franklin's
     Institutional Services Department by telephoning 1800/321-
     8563.
     
REDEEMING SHARES THROUGH SECURITIES DEALERS
     
Each Fund will accept redemption orders by telephone or other
     means of electronic transmission from securities dealers who
     have entered into a dealer or similar agreement with
     Distributors. This is known as a repurchase. The only
     difference between a normal redemption and a repurchase is
     that if the shareholder redeems shares through a dealer, the
     redemption price will be the net asset value next calculated
     after the shareholder's dealer receives the order which is
     promptly transmitted to a Fund, rather than on the day a
     Fund receives the shareholder's written request in proper
     form. These documents, as described in the preceding
     section, are required even if the shareholder's securities
     dealer has placed the repurchase order. After receipt of a
     repurchase order from the dealer, a Fund will still require
     a signed letter of instruction and all other documents set
     forth above. A
shareholder's letter should reference a Fund, the account number,
     the fact that the repurchase was ordered by a dealer and the
     dealer's name. Details of the dealer-ordered trade, such as
     trade date, confirmation number, and the amount of shares or
     dollars, will help speed processing of the redemption. The
     seven-day period within which the proceeds of the
     shareholder's redemption will be sent will begin when a Fund
     receives all documents required to complete ("settle") the
     repurchase in proper form. The redemption proceeds will not
     earn dividends or interest during the time between receipt
     of the
dealer's repurchase order and the date the redemption is
     processed upon receipt of all documents necessary to settle
     the repurchase. Thus, it is in a shareholder's best interest
     to have the required documentation completed and forwarded
     to a Fund as soon as possible. The shareholder's dealer may
     charge a fee for handling the order. The SAI contains more
     information on the redemption of shares.
     
     
CONTINGENT DEFERRED SALES CHARGE
     
In order to recover commissions paid to securities dealers on
     investments of $1 million or more, a contingent deferred
     sales charge of 1% applies to redemptions of those
     investments within the contingency period of 12 months of
     the calendar month following their purchase.  The charge is
     1% of the lesser of the value of the shares redeemed
     (exclusive of reinvested dividends and capital gain
     distributions) or the total cost of such shares, and is
     retained by Distributors.  In determining if a charge
     applies, shares not subject to a contingent deferred sales
     charge are deemed to be redeemed first, in the following
     order: (i) shares representing amounts attributable to
     capital appreciation of those shares held less than 12
     months; (ii) shares purchased with reinvested dividends and
     capital gain distributions; and (iii) other shares held
     longer than 12 months; and followed by any shares held less
     than 12 months, on a "first in, first out" basis.
     
The contingent deferred sales charge is waived for: exchanges;
     account fees; distributions to participants in Trust Company
     retirement plan accounts due to death, disability or
     attainment of age 59 1/2; tax-free returns of excess
     contributions to employee benefit plans; distributions from
     employee benefit plans, including those due to plan
     termination or plan transfer; redemptions through a
     Systematic Withdrawal Plan set up prior to February 1, 1995
     and, for Systematic Withdrawal Plans set up thereafter,
     redemptions of up to 1% monthly of an account's net asset
     value (3% quarterly, 6% semiannually or 12% annually); and
     redemptions initiated by the Fund due to a shareholder's
     account falling below the minimum specified account size. In
     addition to the waiver referred to above, shares of
     participants in Trust Company retirement plan accounts will,
     in the event of death, disability or attainment of age 59
     1/2, no longer be subject to the contingent deferred sales
     charge.
     
Requests for redemptions for a specified dollar amount, unless
     otherwise specified by the shareholder, will result in
     additional shares being redeemed to cover any applicable
     contingent deferred sales charge while requests for
     redemption of a specific number of shares will result in the
     applicable contingent deferred sales charge being deducted
     from the total dollar amount redeemed.
     
ADDITIONAL INFORMATION REGARDING REDEMPTIONS

Each Fund may delay the mailing of the redemption check, or a
     portion thereof, until the clearance of the check used to
     purchase Fund shares, which may take up to 15 days or more.
     Although the use of a certified or cashier's check will
     generally reduce this delay, shares purchased with these
     checks will also be held pending clearance. Shares purchased
     by federal funds wire are available for immediate
     redemption. In addition, the right of redemption may be
     suspended or the date of payment postponed if the Exchange
     is closed (other than customary closing) or upon the
     determination of the SEC that trading on the Exchange is
     restricted or an emergency exists, or if the SEC permits it,
     by order, for the protection of shareholders. Of course, the
     amount
received may be more or less than the amount invested by the
     shareholder, depending on fluctuations in the market value
     of securities owned by a Fund.
     
RETIREMENT ACCOUNTS
     
Retirement account liquidations require the completion of certain
     additional forms to ensure compliance with IRS regulations.
     To liquidate a retirement account, a shareholder or
     securities dealer may call Franklin's Retirement Plans
     Department to obtain the necessary forms.
     
Tax penalties will generally apply to any distribution from such
     plans to a participant under age 59 1/2, unless the
     distribution meets one of the exceptions set forth in the
     Code, as defined in Treasury regulations.
     
OTHER
     
For any information required about a proposed liquidation, a
     shareholder may call Franklin's Shareholder Services
     Department or the securities dealer may call Franklin's
     Dealer Services Department.
     
TELEPHONE TRANSACTIONS
     
Shareholders of each Fund and their investment representative of
     record, if any, may be able to execute various transactions
     by calling Investor Services at 1-800/632-2301.
     
All shareholders will be able to: (i) effect a change in address,
     (ii) change a dividend option (see "Restricted Accounts"
     below), (iii) transfer Fund shares in one account to another
     identically registered account in a Fund, and (iv) exchange
     Fund shares as described in this Prospectus by telephone. In
     addition, shareholders who complete and file an Agreement as
     described under "How to Sell Shares of a Fund Redemptions by
     Telephone" will be able to redeem shares of a Fund.
     
VERIFICATION PROCEDURES
     
Each Fund and Investor Services will employ reasonable procedures
     to confirm that instructions communicated by telephone are
     genuine. These will include: recording all telephone calls
     requesting account activity by telephone, requiring that the
     caller provide certain personal and/or account information
     requested by the telephone service agent at the time of the
     call for the purpose of establishing the caller's
     identification, and by sending a confirmation statement on
     redemptions to the address of record each time account
     activity is initiated by telephone. So long as the
Funds and Investor Services follow instructions communicated by
     telephone which were reasonably believed to be genuine at
     the time of their receipt, neither they nor their affiliates
     will be liable for any loss to the shareholder caused by an
     unauthorized transaction. Shareholders are, of course, under
     no obligation to apply for or accept telephone transaction
     privileges. In any instance where the Funds or Investor
     Services is not reasonably satisfied that instructions
     received by telephone are genuine, the requested transaction
     will not be executed, and neither a Fund nor Investor
     Services will be liable for any losses which may occur
     because of a delay in implementing a transaction.
     
RESTRICTED ACCOUNTS
     
Telephone redemptions and dividend option changes may not be
     accepted on Franklin Templeton retirement accounts. To
     assure compliance with all applicable regulations, special
     forms are required for any distribution, redemption, or
     dividend payment. While the Telephone Exchange Privilege is
     extended to Franklin Templeton IRA and 403(b) retirement
     accounts, certain restrictions may apply to other types of
     retirement plans. Changes to dividend options must also be
     made in writing.
     
To obtain further information regarding distribution or transfer
     procedures, including any required forms, retirement account
     shareholders may call to speak to a Retirement Plan
Specialist at 1-800/527-2020 for Franklin accounts or 1-800/354
9191 (press "2" when prompted to do so) for Templeton accounts.

GENERAL

During periods of drastic economic or market changes, it is
possible that the telephone transaction privileges will be
difficult to execute because of heavy telephone volume. In such
situations, shareholders may wish to contact their investment
representative for assistance, or to send written instructions to
a Fund as detailed elsewhere in this Prospectus.

Neither the Funds nor Investor Services will be liable for any
losses resulting from the inability of a shareholder to execute a
telephone transaction.

The telephone transaction privilege may be modified or
discontinued by a Fund at any time upon 60 days' written notice to
shareholders.

VALUATION OF EACH FUND'S SHARES

The net asset value per share of each Fund is determined as of
1:00 p.m. Pacific time each day that the Exchange is open for
trading. Many newspapers carry daily quotations of the prior
trading day's closing "bid" (net asset value) and "ask" (offering
price, which includes the maximum sales charge of each Fund's
shares).

The net asset value per share of each Fund is determined in the
following manner: The aggregate of all liabilities, including,
without limitation, the current market value of any outstanding
options written by a Fund, accrued expenses and taxes and any
necessary reserves, is deducted from the aggregate gross value of
all assets, and the difference is divided by the number of shares
of each Fund outstanding at the time. For the purpose of
determining the aggregate net assets of each Fund, cash and
receivables are valued at their realizable amounts. Interest is
recorded as accrued and dividends are recorded on the ex-
dividend date. Portfolio securities listed on a securities
exchange or on the NASDAQ National Market System for which market
quotations are readily available are valued at the last quoted
sale price of the day or, if there is no such reported sale,
within the range of the most recent quoted bid and ask prices.
Over-the-counter portfolio securities for which market quotations
are readily available are valued within the range of the most
recent bid and ask prices as obtained from one or more dealers
that make markets in the securities. Portfolio securities which
are traded both in the over-the-counter market and on a stock
exchange are valued according to the broadest and most
representative market as determined by the Manager. Portfolio
securities underlying actively traded call options are valued at
their market price as determined above. The current market value
of any option held by a Fund is its last sales price on the
relevant exchange prior to the time when assets are valued.
Lacking any sales that day or if
the last sale price is outside the bid and ask prices, the
options are valued within the range of the current closing bid
and ask prices if such valuation is believed to fairly reflect
the contract's market value. Other securities for which market
quotations are readily available are valued at the current market
price which may be obtained from a pricing service based on a
variety of factors, including recent trades, institutional size
trading in similar types of securities (considering yield, risk
and maturity) and/or developments related to specific issues.
Securities and other assets for which market prices are not
readily available are valued at fair value as determined
following procedures approved by the Board of Trustees. With the
approval of trustees, the Funds may utilize a pricing service,
bank or securities dealer to perform any of the above described
functions.
Securities denominated in foreign currencies and traded on
foreign exchanges or in foreign markets will be valued in a
similar manner and their value will then be converted into their
U.S. dollars equivalent at the foreign exchange rate in effect at
9:00 a.m. Pacific time or, if no such quotation is available, at
the rate of exchange determined in accordance with policies
established in good faith by the Board of Trustees. Because the
value of securities denominated in foreign currencies must be
translated into U.S. dollars, fluctuations in the value of such
currencies in relation to the U.S. dollar will affect the net
asset value of Fund shares even though there has not been any
change in the values of such securities.
Occasionally, events which affect the values of such securities
and such exchange rates may occur between the times at which they
are determined and the time the Funds calculate their net asset
value, and will, therefore, not be reflected in the computation
of a Fund's net asset value unless the Trust's Advisers, under
supervision of the Board of Trustees, determine that the
particular event would materially affect the applicable Fund's
net asset value. The Funds' portfolio securities listed on
foreign exchanges may trade on days other than the Funds' normal
business days, such as Saturdays. As a result, the net asset
value of the Funds may be significantly affected by such trading
on days when shareholders have no access to the Funds.
HOW TO GET INFORMATION REGARDING AN INVESTMENT IN THE FUNDS Any
questions or communications regarding a shareholder's account
should be directed to Investor Services at the address shown on
the back cover of this Prospectus.
From a touch-tone phone, shareholders may obtain current price,
yield or performance information specific to a fund in the
Franklin Funds by calling the automated Franklin TeleFACTS system
(day or night) at 1-800/247-1753. Information about the
Funds may be accessed by entering Fund Code 211 for the Global
Currency Fund, 213 for the High Income Fund, and 212 for the Hard
Currency Fund followed by the # sign, when requested to do so by
the automated operator. The TeleFACTS system is also available
for processing exchanges.  See "Exchange Privilege." To assist
shareholders and securities dealers wishing to speak directly
with a representative, the following is a list of the various
Franklin departments, telephone numbers and hours of operation to
call. The same numbers may be used when calling from a rotary
phone:
                                          HOURS OF OPERATION
                                          (PACIFIC TIME)
DEPARTMENT NAME       TELEPHONE NO.       (MONDAY THROUGH
FRIDAY)
Shareholder Services  1-800/632-2301      6:00 a.m. to 5:00
p.m.
Dealer Services       1-800/524-4040      6:00 a.m. to 5:00
p.m.
Fund Information      1-800/DIAL BEN      6:00 a.m. to 8:00
p.m.
                                          8:30 a.m. to 5:00 p.m.
                                          (Saturday)
Retirement Plans      1-800/527-2020      6:00 a.m. to 5:00
p.m.
TDD (hearing          1-800/851-0637      6:00 a.m. to 5:00
p.m.
impaired)

In order to ensure that the highest quality of service is being
provided, telephone calls placed to or by representatives in
Franklin's service departments may be accessed, recorded and
monitored. These calls can be determined by the presence of a
regular beeping tone.


PERFORMANCE

Advertisements, sales literature and communications to
shareholders may contain various measures of each Fund's
performance, including current yield, various expressions of
total return and current distribution rate. They may occasionally
cite statistics to reflect its volatility or risk.

Average annual total return figures as prescribed by the SEC
represent the average annual percentage change in value of $1,000
invested at the maximum public offering price (offering price
includes sales charge) for one-, five- and ten-year periods, or
portion thereof, to the extent applicable, through the end of the
most recent calendar quarter, assuming reinvestment of all
distributions. A Fund may also furnish total return quotations
for other periods, or based on investments at various sales
charge levels or at net asset value. For such purposes, total
return equals the total of all income and capital gain paid to
shareholders, assuming reinvestment of all distributions, plus
(or minus) the change in the value of the original investment,
expressed as a percentage of the purchase price.

Current yield reflects the income per share earned by each Fund's
portfolio investments; it is calculated by dividing a Fund's net
investment income per share during a recent 30-day period by the
maximum public offering price on the last day of that period and
annualizing the result.

Yield which is calculated according to a formula prescribed by
the SEC (see the SAI) is not indicative of the dividends or
distributions which were or will be paid to a Fund's
shareholders. Dividends or distributions paid to shareholders are
reflected in the current distribution rate, which may be quoted
to shareholders. The current distribution rate is computed by
dividing the total amount of dividends per share paid by a Fund
during the past 12 months by a current maximum offering price.
Under certain circumstances, such as when there has been a change
in the amount of dividend payout, or a fundamental change in
investment policies, it might be appropriate to annualize the
dividends paid during the period such policies were in effect,
rather than using the dividends during the past 12 months. The
current distribution rate differs from the current yield
computation because it may include distributions to shareholders
from sources other than dividends and interest, such as premium
income from option writing and short-term capital gain, and is
calculated over a different period of time.

In each case, performance figures are based upon past
performance, reflect all recurring charges against Fund income
and will assume the payment of the maximum sales charge on the
purchase of shares. The investment results of a Fund, like all
other investment companies, will fluctuate over time; thus,
performance figures should not be considered to represent what an
investment may earn in the future or what a Fund's yield,
distribution rate or total return may be in any future period.

GENERAL INFORMATION

REPORTS TO SHAREHOLDERS

Each Fund's fiscal year ends October 31. Annual Reports
containing audited financial statements of the Trust, including
the auditors' report, and Semi-Annual Reports containing
unaudited financial statements are automatically sent to
shareholders. Copies may be obtained by investors or
shareholders, without charge, upon request to the Trust at the
telephone number or address set forth on the cover page of this
Prospectus.

Additional information on Fund performance is included in the
Trust's Annual Report to Shareholders and the SAI.

ORGANIZATION

The Trust was organized as a Massachusetts business trust on
November 6, 1985. The Trust is authorized to issue an unlimited
number of shares of beneficial interest, with a par value of $.01
per share in various series. All shares have one vote, and, when
issued, are fully paid, non-assessable, and redeemable.
Currently, the Trust issues shares in four series. Additional
series may be added in the future by the Board of Trustees.
Shares have no preemptive or subscription rights, and are fully
transferable. There are no conversion rights; however, holders of
shares of any Fund may reinvest all or any portion of the
proceeds from the redemption or repurchase of such shares into
shares of any other fund in the Franklin Group of Funds or the
Templeton Group as described under "Exchange Privilege."

VOTING RIGHTS

Shares of each series of the Trust vote separately as to issues
affecting that fund, or the Trust, unless otherwise permitted by
the 1940 Act. The shares have non-cumulative voting rights, which
means that holders of more than 50% of the shares voting
for the election of trustees can elect 100% of the trustees if
they choose to do so. The series of the Trust do not intend to
hold annual meetings; they may, however, hold special shareholder
meetings for such purposes as changing fundamental policies,
approving new management agreements or any other matters which
are required to be acted on by shareholders under the 1940 Act. A
meeting may also be called by a majority of the Board of Trustees
or by shareholders of a series of the Trust holding at least ten
percent of the shares entitled to vote at the meeting.
Shareholders may receive assistance in communicating with other
shareholders in connection with the election or removal of
trustees, such as that provided in Section 16(c) of the 1940 Act.
The Board of Trustees may from time to time establish other
series of the Trust, the assets and liabilities of which will be
separate and distinct from any other fund of the Trust.

REDEMPTIONS BY THE FUNDS

Each Fund reserves the right to redeem, at net asset value,
shares of any shareholder whose account has a value of less than
$50, but only where the value of such account has been reduced by
the shareholder's prior voluntary redemption of shares and has
been inactive (except for the reinvestment of distributions) for
a period of at least six months, provided advance notice is given
to the shareholder. More information is included in the SAI.

OTHER INFORMATION

Distribution or redemption checks sent to shareholders do not
earn interest or any other income during the time such checks
remain uncashed, and neither the Funds nor their affiliates will
be liable for any loss to the shareholder caused by the
shareholder's failure to cash such check(s).

"Cash" payments to or from a Fund may be made by check, draft or
wire. The Trust has no facility to receive, or pay out, cash in
the form of currency.

ACCOUNT REGISTRATIONS

An account registration should reflect the investor's intentions
as to ownership. Where there are two co-owners on the account,
the account will be registered as "Owner 1" and "Owner 2"; the
"or" designation is not used except for money market fund
accounts. If co-owners wish to have the ability to redeem or
convert on the signature of only one owner, a limited power of
attorney may be used.

Accounts should not be registered in the name of a minor, either
as sole or co-owner of the account. Transfer or redemption for
such an account may require court action to obtain release of the
funds until the minor reaches the legal age of majority. The
account should be registered in the name of one "Adult" as
custodian for the benefit of the "Minor" under the Uniform
Transfer or Gifts to Minors Act.

A trust designation such as "trustee" or "in trust for" should
only be used if the account is being established pursuant to a
legal, valid trust document. Use of such a designation in the
absence of a legal trust document may cause difficulties and
require court action for transfer or redemption of the funds.

Shares, whether in certificate form or not, registered as joint
tenants or "Jt Ten" shall mean "as joint tenants with rights of
survivorship" and not "as tenants in common."

Except as indicated, a shareholder may transfer an account in a
Fund carried in "street" or "nominee" name by the shareholder's
securities dealer to a comparably registered Fund account
maintained by another securities dealer. Both the delivering and
receiving securities dealers must have executed dealer agreements
on file with Distributors. Unless a dealer agreement has been
executed and is on file with Distributors, a Fund will not
process the transfer and will so inform the shareholder's
delivering securities dealer. To effect the transfer, a
shareholder should instruct the securities dealer to transfer the
account to a receiving securities dealer and sign any documents
required by the securities dealers to evidence consent to the
transfer. Under current procedures, the account transfer may be
processed by the delivering securities dealer and a Fund after a
Fund receives authorization in proper form from the shareholder's
delivering securities dealer. In the future it may be possible to
effect such transfers electronically through the services of the
NSCC.

The Funds may conclusively accept instructions from an owner or
the owner's nominee listed in publicly available nominee lists,
regardless of whether the account was initially registered in the
name of or by the owner, the nominee, or both. If a securities
dealer or other representative is of record on an investor's
account, the investor will be deemed to have authorized the use
of electronic instructions on the account, including, without
limitation, those initiated through the services of the NSCC, to
have adopted as instruction and signature any such electronic
instructions received by a Fund and the Shareholder Services
Agent, and to have authorized them to execute the instructions
without further inquiry. At the present time, such services which
are available, or which are anticipated to be made available in
the near future, include the NSCC's "Networking," "Fund/SERV,"
and "ACATS" systems.

Any questions regarding an intended registration should be
answered by the securities dealer handling the investment, or by
calling Franklin's Fund Information Department.

IMPORTANT NOTICE REGARDING
TAXPAYER IRS CERTIFICATIONS

Pursuant to the Code and U.S. Treasury regulations, the Funds
may be required to report to the IRS any taxable dividend,
capital gain distribution, or other reportable payment
(including share redemption proceeds) and withhold 31% of any
such payments made to individuals and other non-exempt
shareholders who have not provided a correct taxpayer
identification number ("TIN") and made certain required
certifications that appear in the Shareholder Application. A
shareholder may also be subject to backup withholding if the
IRS or a securities dealer notifies a Fund that the number
furnished by the shareholder is incorrect or that the
shareholder is subject to backup withholding for previous under
reporting of interest or dividend income.

The Funds reserve the right to (1) refuse to open an account for
any person failing to provide a TIN along with the required
certifications and (2) close an account by redeeming its shares in
full at the then-current net asset value upon receipt of notice
from the IRS that the TIN certified as correct by the shareholder
is in fact incorrect or upon the failure of a shareholder who has
completed an "awaiting TIN" certification
to provide a Fund with a certified TIN within 60 days after
opening the account.

PORTFOLIO OPERATIONS

Neil S. Devlin is primarily responsible for the day-to-day
management of the Currency Funds' portfolios and has managed such
portfolios since November of 1993.

Neil S. Devlin, Senior Vice President of Templeton Global Bond
Managers and Portfolio Manager of TICI holds a Bachelor of Arts
degree in Economics and Philosophy from Brandeis University. Mr.
Devlin has been in the fixed-income department at Templeton since
1987 and is actively involved in all fixed-income decisions,
providing information and analysis on markets throughout the
world.

Donald P. Gould, Portfolio Manager with Adviser, is President and
founder of the Trust. Mr. Gould is responsible for carrying out
the Manager's supervision of the implementation of portfolio
investment policies.  He joined the Franklin Templeton
organization upon its acquisition of certain assets of Huntington
Advisers, Inc., the former manager, in November 1993. For the 1
1/2 years prior to joining Franklin Templeton, Mr. Gould had
acted as a consultant to the Huntington Funds. Prior to that, he
had been employed for seven years by Huntington Advisers, Inc. He
has been in the securities industry since 1981. Mr. Gould holds a
Bachelor of Arts degree in economics from Pomona College
(Claremont, California) and a Masters degree in Business
Administration from the Harvard Business School. He has also
studied international economics at Oxford University.

March 1, 1995

Franklin Templeton Global Currency Fund

Franklin Templeton Hard Currency Fund
Franklin Templeton High Income Currency
Fund Franklin Templeton
International Currency Funds
777 Mariners Island Blvd.
P.O. Box 777
San Mateo, California 94403-7777

Investment Adviser
Franklin Advisers, Inc.
777 Mariners Island Blvd.
P.O. Box 777
San Mateo, California 94403-7777

Subadviser
Templeton Investment Counsel, Inc.
Broward Financial Centre
Suite 2100
Fort Lauderdale, Florida33394-3091

Distributor
Franklin/Templeton Distributors, Inc.
777 Mariners Island Blvd.
P.O. Box 777
San Mateo, California 94403-7777

Custodians
Bank of America NT & SA
San Francisco, California 94104
and
Chase Manhattan Bank
New York, New York 11245

Transfer Agent
Franklin/Templeton Investor Services, Inc.
777 Mariners Island Blvd.
P.O. Box 777
San Mateo, California 94403-7777

Independent Auditors
Coopers & Lybrand, L.L.P.
333 Market Street
San Francisco, California 94105

Legal Counsel
Heller Ehrman White & McAuliffe
333 Bush Street
San Francisco, California 94104

For an enlarged version of this prospectus
please call 1-800/DIAL BEN.

Your Representative Is:






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