TEMPLETON INCOME TRUST
497, 1998-12-31
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                                             PROSPECTUS

                                             TEMPLETON
                                             GLOBAL
                                             BOND FUND

                                             Class A & C

Investment Strategy
      GLOBAL GROWTH
         AND INCOME



January 1, 1999


                            [FRANKLIN TEMPLETON LOGO]

LIKE ALL MUTUAL FUND SHARES, THE SEC HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

<PAGE>
                                    Contents


                                    THE FUND
 -----------------------------------------------------------------------------
INFORMATION ABOUT THE        2      Goal and Strategies
FUND YOU SHOULD KNOW
BEFORE INVESTING             3      Main Risks

                             6      Performance

                             7      Fees and Expenses

                             9      Management

                            11      Distributions and Taxes

                            12      Financial Highlights


                                    YOUR ACCOUNT
- -------------------------------------------------------------------------------
INFORMATION ABOUT           13      Choosing a Share Class
SALES CHARGES, ACCOUNT
TRANSACTIONS AND            18      Buying Shares
SERVICES
                            20      Investor Services

                            23      Selling Shares

                            25      Account Policies

                            28      Questions


                                    FOR MORE INFORMATION
- -------------------------------------------------------------------------------
WHERE TO LEARN MORE                 Back Cover
ABOUT THE FUND

<PAGE>
                  2

                  The Fund

            GOAL AND STRATEGIES
- -------------------------------------------------------------------------------
[BULLSEYE GRAPHIC]   

GOAL The fund's investment goal is current income with capital  appreciation and
growth of income.

- -------------------------------------------------------------------------------
The fund invests  primarily in debt  securities  of  companies  and  governments
located around the world.
- -------------------------------------------------------------------------------

PRINCIPAL  INVESTMENTS  Under  normal  market  conditions,  the fund will invest
primarily  in the debt  securities  of  companies,  governments  and  government
agencies located anywhere in the world. At least 65% of its total assets will be
invested in issuers located in at least three countries (including the U.S.).

Debt  securities  represent an obligation of the issuer to repay a loan of money
to it, and generally  provide for the payment of interest.  These include bonds,
notes and debentures.  While the fund may buy securities  rated in any category,
it focuses on "investment grade" debt securities.  These are issues rated in the
top four rating  categories by  independent  rating  agencies such as Standard &
Poor's  Corporation (S&P) or Moody's Investors  Services,  Inc. (Moody's) or, if
unrated, determined by the fund's manager to be comparable.

The fund may also invest in equity securities and American,  European and Global
Depositary   Receipts.   Equity  securities  generally  entitle  the  holder  to
participate  in a company's  general  operating  results.  These include  common
stocks and preferred  stocks.  Depositary  receipts are  certificates  typically
issued by a bank or trust  company that give their  holders the right to receive
securities issued by a foreign or domestic company.

The fund's  manager  allocates its assets based upon its  assessment of changing
market,  political and economic  conditions.  It will consider  various factors,
including  evaluation of interest and currency  exchange rate changes and credit
risks.

TEMPORARY  INVESTMENTS The manager may take a temporary  defensive position when
it believes the markets or the economy are experiencing  excessive volatility or
a prolonged  general decline,  or other adverse  conditions  exist.  Under these
circumstances,  the fund may be unable to pursue its investment goal, because it
may not invest or may invest less in global debt securities.


<PAGE>
                  Templeton Global Bond Fund 3

            MAIN RISKS
- -------------------------------------------------------------------------------
[MINIATURE GRAPH GRAPHIC]   

INTEREST RATE When interest rates rise,  fixed-income  security prices fall. The
opposite is also true:  fixed-income  security  prices rise when interest  rates
fall.  Generally,  interest  rates rise during  times of  inflation or a growing
economy, and will fall during an economic slowdown or recession. Securities with
longer  maturities  usually are more  sensitive  to interest  rate  changes than
securities with shorter maturities.

CREDIT This is the  possibility  that an issuer will be unable to make  interest
payments or repay principal.  Changes in an issuer's  financial strength or in a
security's  credit  rating may affect its value and,  thus,  impact the value of
fund shares.

- -------------------------------------------------------------------------------
Changes  in  global  interest  rates  affect  the  prices  of  the  fund's  debt
securities. If rates rise, the value of the fund's debt securities will fall and
so too will the fund's share price. This means you could lose money.
- -------------------------------------------------------------------------------

FOREIGN SECURITIES  Securities of companies and governments  located outside the
U.S. may involve  risks that can increase the  potential for losses in the fund.
Investments  in  Depositary  Receipts  also involve some or all of the following
risks.

COUNTRY.  General  securities market movements in any country where the fund has
investments  are likely to affect the value of the securities the fund owns that
trade in that country.  These  movements  will affect the fund's share price and
fund performance.

The political, economic and social structures of some countries the fund invests
in may be less  stable and more  volatile  than  those in the U.S.  The risks of
investing  in these  countries  include the  possibility  of the  imposition  of
exchange  controls,   currency  devaluations,   foreign  ownership  limitations,
expropriation,   restrictions   on  removal  of   currency   or  other   assets,
nationalization  of assets,  punitive  taxes and certain  custody and settlement
risks.

The fund's  investments in developing or emerging  markets are subject to all of
the risks of foreign investing generally,  and have additional  heightened risks
due to a lack of established  legal,  business and social  frameworks to support
securities markets. Foreign securities markets,  including emerging markets, may
have  substantially  lower trading volumes than U.S. markets,  resulting in less
liquidity and more  volatility  than  experienced in the U.S.  While  short-term
volatility in these markets can be disconcerting,  declines in excess of 50% are
not unusual.


<PAGE>
                  4

COMPANY.  Foreign companies are not subject to the same disclosure,  accounting,
auditing and financial  reporting  standards and practices as U.S. companies and
their  securities may not be as liquid as securities of similar U.S.  companies.
Foreign stock exchanges,  trading systems,  brokers and companies generally have
less  government  supervision  and regulation than in the U.S. The fund may have
greater difficulty voting proxies, exercising shareholder rights, pursuing legal
remedies and obtaining  judgments with respect to foreign investments in foreign
courts than with respect to U.S. companies in U.S. courts.

CURRENCY Many of the fund's  investments are denominated in foreign  currencies.
Changes in foreign  currency  exchange  rates will  affect the value of what the
fund owns and the fund's share price.  Generally,  when the U.S. dollar rises in
value  against a foreign  currency,  an  investment  in that country loses value
because that currency is worth fewer U.S. dollars.  Devaluation of currency by a
country's  government or banking authority also has a significant  impact on the
value of any securities denominated in that currency.

- -------------------------------------------------------------------------------
Mutual fund shares are not deposits or obligations of, or guaranteed or endorsed
by, any bank,  and are not federally  insured by the Federal  Deposit  Insurance
Corporation,  the  Federal  Reserve  Board,  or any  other  agency  of the  U.S.
government.  Mutual fund shares involve investment risks, including the possible
loss of principal.
- -------------------------------------------------------------------------------

EURO. On January 1, 1999, the European Monetary Union (EMU) plans to introduce a
new single currency,  the euro, which will replace the national currency for the
eleven  participating  member  countries.  If  the  fund  holds  investments  in
countries  with  currencies  replaced  by  the  euro,  the  investment  process,
including  trading,  foreign  exchange,  payments,  settlements,  cash accounts,
custody and accounting will be impacted.

Because this change to a single currency is new and untested,  the establishment
of the euro may  result in market  volatility.  For the same  reason,  it is not
possible  to  predict  the  impact  of the  euro on the  business  or  financial
condition  of European  issuers  which the fund may hold in its  portfolio,  and
their impact on the value of fund shares and fund performance. To the extent the
fund holds non-U.S. dollar (euro or other) denominated securities, it will still
be exposed to currency risk due to fluctuations in those  currencies  versus the
U.S. dollar.


<PAGE>
                  Templeton Global Bond Fund 5

ILLIQUID  SECURITIES  The fund  may  invest  up to 10% of its  total  assets  in
restricted and other securities that are not readily marketable.

DIVERSIFICATION  The fund is  non-diversified  under federal securities laws. It
may invest a greater portion of its assets in the securities of one issuer,  and
therefore in a smaller number of individual  issuers,  than  diversified  funds.
Therefore,  it may be more sensitive to economic,  business,  political or other
changes affecting similar issuers or securities.  The fund intends,  however, to
meet certain tax diversification requirements.

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

The manager will rely upon public filings and other statements made by companies
about  their  Year  2000  readiness.  Issuers  in  countries  outside  the U.S.,
particularly in emerging markets,  may not be required to make the same level of
disclosure about Year 2000 readiness as is required in the U.S. The manager,  of
course,  cannot  audit any company and its major  suppliers to verify their Year
2000 readiness.

If a company in which the fund is  invested is  adversely  affected by Year 2000
problems,  it is likely that the price of its  security  will also be  adversely
affected.  A  decrease  in the  value  of one or  more of the  fund's  portfolio
holdings will have a similar  impact on the price of the fund's  shares.  Please
see page 10 for more information.

PORTFOLIO  TURNOVER The manager's  attempt to keep the fund's  portfolio of debt
securities  at an optimum  level of  interest  rate  sensitivity,  may cause the
fund's  portfolio  turnover  rate to be high.  High  turnover  will increase the
fund's transaction costs and may increase your tax liability.

More detailed information about the fund, its policies and risks can be found in
the fund's Statement of Additional Information (SAI).

<PAGE>
                  6

            PERFORMANCE
- -------------------------------------------------------------------------------
[BULL & BEAR GRAPHIC]   

This bar chart and table show the volatility of the fund's returns, which is one
indicator of the risks of investing in the fund.  The bar chart shows changes in
the fund's returns from year to year over the past 10 calendar years.  The table
shows  how the  fund's  average  annual  total  returns  compare  to  those of a
broad-based  securities market index. Of course, past performance cannot predict
or guarantee future results.

            CLASS A ANNUAL TOTAL RETURNS(1)

Best
Quarter:
Q2 '92
7.23%

Worst
Quarter:
Q1 '94
- -3.51%

                                  [BAR GRAPH]

<TABLE>
<CAPTION>
YEAR      88       89       90       91       92       93       94       95      96       97
<S>      <C>      <C>      <C>      <C>      <C>     <C>      <C>      <C>      <C>      <C>
         7.07%    8.54%    9.89%    14.91%   3.12%   10.35%   -3.58%   18.21%   11.20%   1.83%
</TABLE>

AVERAGE ANNUAL TOTAL RETURNS
For the periods ended December 31, 1997


                                                1 Year   5 Years   10 Years
                                                ------   -------   --------
Templeton Global Bond Fund - Class A(2)         -2.46%     6.40%      7.52%
 SB WGBI Index(3)                                0.23%     7.47%      7.88%


                                                              Since
                                                            Inception
                                                  1 Year    (5/1/95)
                                                  ------    ---------
Templeton Global Bond Fund - Class C(2)            -0.49%      8.67%
SB WGBI Index(3)                                    0.23%      3.44%


1. Figures do not reflect sales charges. If they did, returns would be lower. As
of September 30, 1998, the fund's year-to-date return was 4.33% for Class A.

2. Figures reflect sales charges.
All fund  performance  assumes  reinvestment  of dividends and capital gains. On
January 1, 1993, Class A implemented a Rule 12b-1 plan, which affects subsequent
performance.

3. Source:  Standard & Poor's(R) Micropal.  The unmanaged Salomon Brothers World
Government  Bond  Index (SB WGBI)  tracks the  performance  of  government  bond
markets in 18  countries.  It includes  fixed-rate  U.S. and foreign  government
bonds with remaining  maturities of one year or more. One cannot invest directly
in an index, nor is an index representative of the fund's portfolio.

<PAGE>
                  Templeton Global Bond Fund 7

            FEES AND EXPENSES
- -------------------------------------------------------------------------------
[PERCENT GRAPHIC]   

This table  describes the fees and expenses that you may pay if you buy and hold
shares of the fund. It is based on the fund's expenses for the fiscal year ended
August 31, 1998.

SHAREHOLDER FEES (fees paid directly from your investment)

                                            Class A(1)      Class C(1)
                                            ----------      ----------
 Maximum sales charge (Load) as a
 percentage of offering price                  4.25%          1.99%
   Load imposed on purchases                   4.25%          1.00%
   Maximum Deferred Sales Charge (Load)        None(2)       0.99%(3)
   Exchange fee(4)                             None           None


Please see  "Choosing a Share  Class" on page 13 for an  explanation  of how and
when these sales charges apply.

ANNUAL FUND OPERATING EXPENSES (expenses deducted from fund assets)

                                             Class A(1)      Class C(1)
                                            ----------      ----------
  Management fees                             0.49%            0.49%
  Distribution and service (12b-1) fees(5)    0.25%            0.65%
  Other expenses                              0.42%            0.42%
                                              ----             ----
  Total annual fund operating expenses        1.16%(6)         1.56%
                                              ====             ====


1. Before January 1, 1999,  Class A shares were  designated  Class I and Class C
shares were designated Class II.

2. A contingent  deferred sales charge (CDSC) of 1% may apply to purchases of $1
million or more sold within 12 months (see page 13) and to  purchases by certain
retirement plans without an initial sales charge (see page 17).

3. This is equivalent to a charge of 1% based on net asset value.

4. There is a $5 fee for each exchange by a market timer (see page 26).

5. Because of the  distribution and service (12b-1) fees, over the long term you
may  indirectly pay more than the  equivalent of the maximum  permitted  initial
sales charge.

6.  Class A total  annual  fund  operating  expenses  differ  from the  ratio of
expenses  to  average  net  assets  shown on page 12 due to a timing  difference
between the end of the 12b-1 plan year and the fund's fiscal year end.

<PAGE>
                  8

EXAMPLE

This  example can help you compare  the cost of  investing  in the fund with the
cost of investing in other mutual funds.

The example  assumes you invest  $10,000 for the periods shown and then sell all
of your  shares at the end of those  periods.  The  example  also  assumes  your
investment has a 5% return each year and the fund's  operating  expenses  remain
the same.  Although  your  actual  costs may be higher or lower,  based on these
assumptions your costs would be:

                               1 Year     3 Years     5 Years    10 Years
                               ------     -------     -------    --------
       CLASS A                 $538(1)     $778      $1,036      $1,774
       CLASS C                 $355(2)     $588      $  941      $1,938


1. Assumes a contingent deferred sales charge (CDSC) will not apply.

2. For the same Class C investment, your costs would be $257 if you did not sell
your shares at the end of the first year.  Your costs for the remaining  periods
would be the same.

<PAGE>
                  Templeton Global Bond Fund 9

            MANAGEMENT
- -------------------------------------------------------------------------------
[BRIEFCASE GRAPHIC]   

Templeton  Investment  Counsel,  Inc. through its Global Bond Managers  division
(Global  Bond  Managers),   Broward  Financial  Centre,   Fort  Lauderdale,   FL
33394-3091,  is the fund's investment manager.  Together,  Templeton  Investment
Counsel, Inc. and its affiliates manage over $216 billion in assets.

The fund's lead portfolio manager is:

NEIL S. DEVLIN,  EXECUTIVE VICE PRESIDENT OF GLOBAL BOND MANAGERS Mr. Devlin has
been a manager of the fund since 1994. He joined the Franklin Templeton Group in
1987.

The following individuals have secondary portfolio management responsibilities:

THOMAS J. DICKSON,  PORTFOLIO  MANAGER OF GLOBAL BOND  MANAGERS Mr.  Dickson has
been a manager of the fund since 1996. He joined the Franklin Templeton Group in
1994.

DR. UMRAN DEMIRORS, VICE PRESIDENT OF GLOBAL BOND MANAGERS Dr. Demirors has been
a manager of the fund since  1998.  He joined the  Franklin  Templeton  Group in
1996.

The fund pays the manager a fee for  managing  the fund's  assets and making its
investment  decisions.  For the fiscal year ended August 31, 1998, the fund paid
0.49% of its average daily net assets to the manager.

<PAGE>
                  10

YEAR 2000 PROBLEM The fund's business  operations  depend on a worldwide network
of computer  systems  that contain date  fields,  including  securities  trading
systems,  securities  transfer agent operations and stock market links.  Many of
the systems  currently  use a two digit date field to  represent  the date,  and
unless  these  systems  are  changed  or  modified,  they  may  not be  able  to
distinguish  the Year 1900 from the Year 2000 (commonly  referred to as the Year
2000 problem).  In addition,  the fact that the Year 2000 is a non-standard leap
year may create difficulties for some systems.

When the Year 2000 arrives, the fund's operations could be adversely affected if
the computer systems used by the manager,  its service providers and other third
parties it does business with are not Year 2000 ready.  For example,  the fund's
portfolio and operational  areas could be impacted,  including  securities trade
processing,  interest and dividend  payments,  securities  pricing,  shareholder
account  services,  reporting,  custody  functions  and  others.  The fund could
experience  difficulties  in  effecting  transactions  if  any  of  its  foreign
subcustodians, or if foreign broker-dealers or foreign markets are not ready for
Year 2000.

The fund's manager and its affiliated  service  providers are making a concerted
effort to take steps they believe are reasonably  designed to address their Year
2000 problems.  Of course,  the fund's ability to reduce the effects of the Year
2000 problem is also very much  dependent upon the efforts of third parties over
which the fund and its manager may have no control.

<PAGE>
                  Templeton Global Bond Fund 11

            DISTRIBUTIONS AND TAXES
- -------------------------------------------------------------------------------
[COIN GRAPHIC]   

INCOME  AND  CAPITAL  GAINS  DISTRIBUTIONS  The fund  intends  to pay a  monthly
dividend  representing its net investment income.  Capital gains, if any, may be
distributed  annually.  The amount of these distributions will vary and there is
no guarantee the fund will pay dividends.

To receive a  distribution,  you must be a shareholder  on the record date.  The
record dates for the fund's distributions will vary. Please keep in mind that if
you invest in the fund  shortly  before the record date of a  distribution,  any
distribution  will  lower the value of the  fund's  shares by the  amount of the
distribution  and you will receive some of your investment back in the form of a
taxable distribution. If you would like information on upcoming record dates for
the fund's distributions, please call 1-800/DIAL BEN.

TAX  CONSIDERATIONS In general,  fund distributions are taxable to you as either
ordinary  income or  capital  gains.  This is true  whether  you  reinvest  your
distributions  in  additional  shares of the fund or receive  them in cash.  Any
capital gains the fund distributes are taxable to you as long-term capital gains
no matter how long you have owned your shares.

BACKUP WITHHOLDING
- -------------------------------------------------------------------------------
By law, the fund must withhold 31% of your taxable distributions and proceeds if
you do not provide your correct taxpayer  identification number (TIN) or certify
that your TIN is correct, or if the IRS instructs the fund to do so.
- -------------------------------------------------------------------------------
           
Every  January,  you will  receive a  statement  that  shows  the tax  status of
distributions  you  received for the previous  year.  Distributions  declared in
December but paid in January are taxable as if they were paid in December.

When  you  sell  your  shares,  you may have a  capital  gain or  loss.  For tax
purposes,  an exchange  of your fund  shares for shares of a different  Franklin
Templeton  Fund is the same as a sale.  The individual tax rate on any gain from
the sale or  exchange  of your  shares  depends  on how long you have  held your
shares.

Fund  distributions and gains from the sale or exchange of your shares generally
will be subject to state and local income tax.  Any foreign  taxes the fund pays
on its  investments  may be  passed  through  to you as a  foreign  tax  credit.
Non-U.S. investors may be subject to U.S. withholding and estate tax. You should
consult your tax advisor about federal, state, local or foreign tax consequences
of your investment in the fund.



<PAGE>
                  12

            FINANCIAL HIGHLIGHTS
- -------------------------------------------------------------------------------
[MONEY GRAPHIC]   

This table presents the fund's  financial  performance  for the past five years.
This information has been audited by McGladrey & Pullen, LLP.

<TABLE>
<CAPTION>
            CLASS A                                                                  Year ended August 31,
                                                            ---------------------------------------------------------------------
                                                               1998           1997           1996           1995(1)       1994(2)
                                                            ----------     ----------     ----------     ----------    ----------
<S>                                                         <C>            <C>            <C>            <C>           <C>
            Per share data ($)
            Net asset value, beginning of year                 9.82           9.76           9.32           9.05          9.96
                                                            -------        -------        -------        -------       -------
              Net investment income                             .60            .63            .69            .73           .72
              Net realized and unrealized gains (losses)       (.32)           .03            .35            .17          (.91)
                                                            -------        -------        -------        -------       -------
            Total from investment operations                    .28            .66           1.04            .90          (.19)
                                                            -------        -------        -------        -------       -------
              Dividends from net investment income             (.55)          (.60)          (.58)          (.54)         (.53)
              Distributions from net realized gains            (.06)           --             --             --           (.07)
              Tax basis return of capital                       --             --            (.02)          (.09)         (.12)
                                                            -------        -------        -------        -------       -------
            Total distributions                                (.61)          (.60)          (.60)          (.63)         (.72)
                                                            -------        -------        -------        -------       -------
            Net asset value, end of year                       9.49           9.82           9.76           9.32          9.05
                                                            =======        =======        =======        =======       =======
            Total return (%)(3)                                2.82           6.87          11.44          10.43         (2.01)
            Ratios/supplemental data
            Net assets, end of year ($ x 1,000)             189,898        198,131        185,596        191,301       205,482
            Ratios to average net assets: (%)
              Expenses                                         1.17           1.15           1.13           1.18          1.18
              Net investment income                            6.12           6.41           7.09           7.99          7.50
            Portfolio turnover rate (%)                       75.95         166.69         109.40         101.12        139.23

            CLASS C
            -------------------------------------------------------------------------------
            Per share data ($)
            Net asset value, beginning of year                 9.83           9.77           9.31           9.05
                                                            -------        -------        -------        -------
              Net investment income                             .56            .57            .61            .21
              Net realized and unrealized gains (losses)       (.32)           .05            .41            .24
                                                            -------        -------        -------        -------
            Total from investment operations                    .24            .62           1.02            .45
                                                            -------        -------        -------        -------
              Dividends from net investment income             (.51)          (.56)          (.54)          (.15)
              Distributions from net realized gains            (.06)           --             --             --
              Tax basis return of capital                       --             --            (.02)          (.04)
                                                            -------        -------        -------        -------
            Total distributions                                (.57)          (.56)          (.56)          (.19)
                                                            -------        -------        -------        -------
            Net asset value, end of year                       9.50           9.83           9.77           9.31
                                                            =======        =======        =======        =======
            Total return (%)(3)                                2.46           6.44          11.20           5.03

            Ratios/supplemental data

            Net assets, end of year ($ x 1,000)              20,404         16,629          6,563          2,043
            Ratios to average net assets: (%)
              Expenses                                         1.56           1.54           1.56           1.57(4)
              Net investment income                            5.73           5.96           6.69           7.47(4)
            Portfolio turnover rate (%)                       75.95         166.69         109.40         101.12
</TABLE>

1. Figures for Class C are for the period May 1, 1995  (effective  date) through
August 31, 1995.

2. Based on weighted average shares outstanding.

3. Total return does not include sales charges, and is not annualized.

4. Annualized.

<PAGE>
                  Templeton Global Bond Fund 13

            Your Account
- -------------------------------------------------------------------------------
[PENCIL MARKING BOX GRAPHIC]

            CHOOSING A SHARE CLASS

Each  class has its own sales  charge and  expense  structure,  allowing  you to
choose the class that best meets your situation.  Your investment representative
can help you decide.


                                     CLASS A

  -     Initial sales charge of 4.25% or less

  -     Deferred sales charge of 1% on purchases of $1 million or more
        sold within 12 months

  -     Lower annual expenses than Class C due to lower distribution
        fees


                                     CLASS C

   -     Initial sales charge of 1%

   -     Deferred sales charge of 1% on shares you sell within 18
         months

   -     Higher annual expenses than Class A due to higher distribution
         fees.


Before  January  1, 1999,  Class A shares  were  designated  Class I and Class C
shares were designated Class II.

            SALES CHARGES - CLASS A

<TABLE>
<CAPTION>
                                              the sales charge makes up           which equals this %
            when you invest this amount      this % of the offering price      of your net investment
<S>                                          <C>                               <C>
            Under $100,000                              4.25                             4.44
            $100,000 but under $250,000                 3.50                             3.63
            $250,000 but under $500,000                 2.50                             2.56
            $500,000 but under $1 million               2.00                             2.04
</TABLE>

INVESTMENTS OF $1 MILLION OR MORE If you invest $1 million or more,  either as a
lump sum or  through  our  cumulative  quantity  discount  or  letter  of intent
programs  (see page 15),  you can buy Class A shares  without an  initial  sales
charge.  However,  there is a 1% contingent  deferred sales charge (CDSC) on any
shares you sell within 12 months of purchase.  The way we calculate  the CDSC is
the same for each class (please see page 14).

DISTRIBUTION AND SERVICE (12b-1) FEES Class A has a distribution plan, sometimes
known as a Rule 12b-1 plan, that allows the fund to pay distribution  fees of up
to 0.25% per year to those who sell and  distribute  Class A shares and  provide
other  services to  shareholders.  Because  these fees are paid out of Class A's
assets on an on-going basis, over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales charges.

<PAGE>
                  14

            SALES CHARGES - CLASS C

<TABLE>
<CAPTION>
                                  the sales charge makes up           which equals this %
when you invest this amount      this % of the offering price        of your net investment
<S>                                          <C>                                 <C>
- ---------------------------------------------------------------------------------------------
Under $1 million                            1.00                             1.01
</TABLE>

We invest any investment of $1 million or more in Class A shares, since there is
no initial sales charge and Class A's annual expenses are lower.

CDSC There is a 1% contingent deferred sales charge (CDSC) on any Class C shares
you sell within 18 months of purchase. The way we calculate the CDSC is the same
for each class (please see below).

DISTRIBUTION AND SERVICE (12b-1) FEES Class C has a distribution plan, sometimes
known as a Rule 12b-1 plan, that allows the fund to pay  distribution  and other
fees of up to 0.65%  per year  for the sale of Class C shares  and for  services
provided to shareholders. Because these fees are paid out of Class C's assets on
an  on-going  basis,  over  time  these  fees  will  increase  the  cost of your
investment and may cost you more than paying other types of sales charges.

- -------------------------------------------------------------------------------
The  HOLDING  PERIOD FOR THE CDSC  begins on the day you buy your  shares.  Your
shares  will age one month on that same date the next  month and each  following
month.

For example, if you buy shares on the 18th of the month, they will age one month
on the 18th day of the next month and each following month.
- -------------------------------------------------------------------------------

CONTINGENT DEFERRED SALES CHARGE (CDSC) - CLASS A & C The CDSC for each class is
based on the  current  value of the shares  being sold or their net asset  value
when  purchased,  whichever  is less.  There is no CDSC on shares you acquire by
reinvesting your dividends.

To keep your  CDSC as low as  possible,  each  time you place a request  to sell
shares we will first sell any shares in your  account  that are not subject to a
CDSC.  If there are not enough of these to meet your  request,  we will sell the
shares in the order  they were  purchased.  We will use this same  method if you
exchange your shares into another  Franklin  Templeton  Fund (please see page 21
for exchange information).

SALES CHARGE  REDUCTIONS  AND WAIVERS If you qualify for any of the sales charge
reductions  or  waivers  below,  please  let us know at the time  you make  your
investment to help ensure you receive the lower sales charge.


<PAGE>
                  Templeton Global Bond Fund 15

QUANTITY  DISCOUNTS We offer  several ways for you to combine your  purchases in
the Franklin  Templeton  Funds to take  advantage of the lower sales charges for
large purchases of Class A shares.

      -     Cumulative Quantity Discount - lets you combine all of your shares
            in the Franklin Templeton Funds for purposes of calculating the
            sales charge. You may also combine the shares of your spouse, and
            your children or grandchildren, if they are under the age of 21.
            Certain company and retirement plan accounts may also be included.

      -     Letter of Intent (LOI) - expresses your intent to buy a stated
            dollar amount of shares over a 13-month period and lets you receive
            the same sales charge as if all shares had been purchased at one
            time. We will reserve a portion of your shares to cover any
            additional sales charge that may apply if you do not buy the amount
            stated in your LOI.

        To sign up for these programs, complete the appropriate section
                          of your account application.

- -------------------------------------------------------------------------------
The  FRANKLIN  TEMPLETON  FUNDS  include  all of  the  Franklin  Templeton  U.S.
registered  mutual funds,  except Franklin  Valuemark Funds,  Templeton  Capital
Accumulator Fund, Inc., and Templeton Variable Products Series Fund.

- -------------------------------------------------------------------------------

REINSTATEMENT PRIVILEGE If you sell shares of a Franklin Templeton Fund, you may
reinvest  some or all of the proceeds  within 365 days without an initial  sales
charge.  The proceeds  must be  reinvested  within the same share class,  except
proceeds from the sale of Class B shares will be reinvested in Class A shares.

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

Proceeds  immediately placed in a Franklin Bank Certificate of Deposit (CD) also
may be  reinvested  without an initial  sales charge if you reinvest them within
365 days from the date the CD matures, including any rollover.



<PAGE>
                  16

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

WAIVERS FOR  INVESTMENTS  FROM CERTAIN  PAYMENTS Class A shares may be purchased
without an initial  sales  charge or CDSC by investors  who reinvest  within 365
days:

      -     certain payments received under an annuity contract that offers a
            Franklin Templeton insurance fund option

      -     distributions from an existing retirement plan invested in the
            Franklin Templeton Funds

      -     dividend or capital gain distributions from a real estate investment
            trust sponsored or advised by Franklin Properties, Inc.

      -     redemption proceeds from a repurchase of Franklin Floating Rate
            Trust shares held continuously for at least 12 months

      -     redemption proceeds from Class A of any Templeton Global Strategy
            Fund, if you are a qualified investor. If you paid a CDSC when you
            sold your shares, we will credit your account with the amount of the
            CDSC paid but a new CDSC will apply.

WAIVERS FOR CERTAIN  INVESTORS  Class A shares also may be purchased  without an
initial sales charge or CDSC by various individuals and institutions, including:

      -     certain trust companies and bank trust departments investing $1
            million or more in assets over which they have full or shared
            investment discretion

      -     government entities that are prohibited from paying mutual fund
            sales charges

      -     certain unit investment trusts and their holders reinvesting trust
            distributions

      -     group annuity separate accounts offered to retirement plans

      -     employees and other associated persons or entities of Franklin
            Templeton or of certain dealers

      -     Chilean retirement plans that meet the requirements for retirement
            plans described below.

           If you think you may be eligible for a sales charge waiver,
        call your investment representative or call Shareholder Services
                     at 1-800/632-2301 for more information.

<PAGE>
                  Templeton Global Bond Fund 17

CDSC WAIVERS The CDSC for each class generally will be waived:

      -     to pay account fees

      -     to make payments through systematic withdrawal plans, up to 1%
            monthly, 3% quarterly, 6% semiannually or 12% annually depending on
            the frequency of your plan

      -     for redemptions by Franklin Templeton Trust Company employee benefit
            plans or employee benefit plans serviced by ValuSelect(R)

      -     for IRA distributions due to death or disability or upon periodic
            distributions based on life expectancy

      -     to return excess contributions (and earnings, if applicable) from
            retirement plan accounts

      -     for redemptions following the death of the shareholder or beneficial
            owner

      -     for participant initiated distributions from employee benefit plans
            or participant initiated exchanges among investment choices in
            employee benefit plans

RETIREMENT  PLANS  Certain  retirement  plans may buy Class A shares  without an
initial sales charge. To qualify, the plan must be sponsored by an employer:

      -     with at least 100 employees, or

      -     with retirement plan assets of $1 million or more, or

      -     that agrees to invest at least $500,000 in the Franklin Templeton
            Funds over a 13-month period

A CDSC may apply.  Retirement  plans  other than  SIMPLEs,  SEPs,  or plans that
qualify under  section 401 of the Internal  Revenue Code also must qualify under
our group  investment  program to buy Class A shares  without  an initial  sales
charge.  Any retirement plan that does not qualify to buy Class A shares without
an  initial  sales  charge and that was a  shareholder  of the fund on or before
February 1, 1995, may buy Class A shares with a maximum  initial sales charge of
4% (as a percentage of the offering price).

          For more information, call your investment representative or
                   Retirement Plan Services at 1-800/527-2020.

<PAGE>
                  18

GROUP INVESTMENT  PROGRAM Allows  established  groups of 11 or more investors to
invest as a group. For sales charge purposes,  the group's investments are added
together. There are certain other requirements and the group must have a purpose
other than buying fund shares at a discount.

            BUYING SHARES
- -------------------------------------------------------------------------------
The  FRANKLIN  TEMPLETON  FUNDS  include  all of  the  Franklin  Templeton  U.S.
registered  mutual funds,  except Franklin  Valuemark Funds,  Templeton  Capital
Accumulator Fund, Inc., and Templeton Variable Products Series Fund.

- -------------------------------------------------------------------------------
[PEN WRITING ON PAGE GRAPHIC]

 MINIMUM INVESTMENTS
- -------------------------------------------------------------------------------
                                            Initial                Additional
- -------------------------------------------------------------------------------
Regular accounts                              $1,000                   $50
- -------------------------------------------------------------------------------
UGMA/UTMA accounts                            $  100                   $50
- -------------------------------------------------------------------------------
Retirement accounts
(other than IRAs, IRA rollovers, 
 Education IRAs or Roth IRAs)              no minimum               no minimum
- -------------------------------------------------------------------------------
IRAs, IRA rollovers, Education IRAs 
 or Roth IRAs                                $  250                   $50
- -------------------------------------------------------------------------------
Broker-dealer sponsored wrap account
 programs                                    $  250                   $50
- -------------------------------------------------------------------------------
Full-time employees, officers, trustees
 and directors of Franklin Templeton 
 entities, and their immediate family
 members                                    $  100                   $50
- -------------------------------------------------------------------------------

<PAGE>
                  Templeton Global Bond Fund 19

ACCOUNT  APPLICATION If you are opening a new account,  please complete and sign
the  enclosed  account  application.  Make sure you indicate the share class you
have  chosen.  If you do not indicate a class,  we will invest your  purchase in
Class A shares.  To save time,  you can sign up now for services you may want on
your account by completing the appropriate  sections of the application (see the
next page).

            BUYING SHARES
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                              Opening an account                       Adding to an account
- -----------------------------------------------------------------------------------------------------------------------
<S>               <C>                     <C>                                      <C>
[HANDSHAKE        Through your            Contact your investment                  Contact your investment
GRAPHIC]          investment              representative                           representative
                  representative

- -----------------------------------------------------------------------------------------------------------------------
[LETTER           By Mail                 Make your check payable to               Make your check payable to
GRAPHIC]                                  Templeton Global Bond Fund.              Templeton Global Bond Fund. Include
                                                                                   your account number on the check.
                                          Mail the check and your signed
                                          application to Investor Services.        Fill out the deposit slip from your
                                                                                   account statement. If you do not
                                                                                   have a slip, include a note with your
                                                                                   name, the fund name, and your
                                                                                   account number.

                                                                                   Mail the check and deposit slip or
                                                                                   note to Investor Services.

- -----------------------------------------------------------------------------------------------------------------------
[WIRE             By Wire                 Call to receive a wire control           Call to receive a wire control number
GRAPHIC]          1-800/632-2301          number and wire instructions.            and wire instructions.
                  (or 1-650/312-2000
                  collect)                Mail your signed application to          To make a same day wire investment,
                                          Investor Services. Please include the    please call us by 1:00 p.m.
                                          wire control number or your new          pacific time and make sure your
                                          account number on the application.       wire arrives by 3:00 p.m.

                                          To make a same day wire investment,
                                          please call us by 1:00 p.m. pacific
                                          time and make sure your wire arrives
                                          by 3:00 p.m.

- -----------------------------------------------------------------------------------------------------------------------
[ARROW            By Exchange             Call Shareholder Services at the         Call Shareholder Services at the
GRAPHIC]          TeleFACTS(R)            number below, or send signed             number below or our automated
                  1-800/247-1753          written instructions. The TeleFACTS      TeleFACTS system, or send signed
                  (around-the-clock       system cannot be used to open a          written instructions.
                  access)                 new account.
                                                                                   (Please see page 21 for information
                                          (Please see page 21 for information      on exchanges.)
                                          on exchanges.)
</TABLE>


   FRANKLIN TEMPLETON INVESTOR SERVICES 100 FOUNTAIN PARKWAY, P.O. BOX 33030,
                          ST. PETERSBURG, FL 33733-8030

                         CALL TOLL-FREE: 1-800/632-2301
          (MONDAY THROUGH FRIDAY 5:30 A.M. TO 5:00 P.M., PACIFIC TIME)

<PAGE>
                  20

            INVESTOR SERVICES
- -------------------------------------------------------------------------------
[MAN WITH HEADSET GRAPHIC]   

AUTOMATIC INVESTMENT PLAN This plan offers a convenient way for you to invest in
the fund by  automatically  transferring  money  from your  checking  or savings
account each month to buy shares. The minimum investment to open an account with
an  automatic  investment  plan is $50 ($25 for an Education  IRA).  To sign up,
complete the appropriate section of your account application.

DISTRIBUTION OPTIONS You may reinvest distributions you receive from the fund in
an  existing  account in the same share  class* of the fund or another  Franklin
Templeton  Fund.  Initial sales charges and CDSCs will not apply if you reinvest
your  distributions  within  365  days.  You can also  have  your  distributions
deposited in a bank account, or mailed by check.  Deposits to a bank account may
be made by electronic funds transfer.

Please  indicate on your  application the  distribution  option you have chosen,
otherwise we will  reinvest  your  distributions  in the same share class of the
fund.

*Class C shareholders may reinvest their  distributions in Class A shares of any
Franklin Templeton money fund.

- -------------------------------------------------------------------------------
For Franklin  Templeton  Trust Company  retirement  plans,  special forms may be
needed  to  receive  distributions  in  cash.  Please  call  1-800/527-2020  for
information.
- -------------------------------------------------------------------------------

RETIREMENT  PLANS Franklin  Templeton  offers a variety of retirement  plans for
individuals and businesses.  These plans require separate applications and their
policies  and  procedures  may  be  different  than  those   described  in  this
prospectus.  For more information,  including a free retirement plan brochure or
application, please call Retirement Plan Services at 1-800/527-2020.

TeleFACTS(R) Our TeleFACTS system offers  around-the-clock access to information
about your account or any  Franklin  Templeton  Fund.  This service is available
from touch-tone phones at 1-800/247-1753.  For a free TeleFACTS  brochure,  call
1-800/DIAL BEN.



<PAGE>
                  Templeton Global Bond Fund 21

TELEPHONE  PRIVILEGES You will automatically  receive telephone  privileges when
you open your account,  allowing you and your investment  representative to sell
or exchange your shares and make certain other changes to your account by phone.

For accounts with more than one  registered  owner,  telephone  privileges  also
allow  the fund to  accept  written  instructions  signed  by only one owner for
transactions  and account changes that could otherwise be made by phone. For all
other   transactions   and  changes,   all  registered   owners  must  sign  the
instructions.

As long as we take certain measures to verify telephone requests, we will not be
responsible for any losses that may occur from unauthorized requests. Of course,
you can decline  telephone  exchange or  redemption  privileges  on your account
application.

EXCHANGE PRIVILEGE You can exchange shares between most Franklin Templeton Funds
within the same class*,  generally  without paying any additional sales charges.
If you  exchange  shares  held for less  than six  months,  however,  you may be
charged the difference  between the initial sales charge of the two funds if the
difference is more than 0.25%. If you exchange shares from a money fund, a sales
charge may apply no matter how long you have held the shares.

- -------------------------------------------------------------------------------
For Franklin  Templeton  Trust Company  retirement  plans,  special forms may be
needed  to  receive  distributions  in  cash.  Please  call  1-800/527-2020  for
information.

Generally  exchanges may only be made between identically  registered  accounts,
unless you send written instructions with a signature  guarantee.  Any CDSC will
continue to be calculated from the date of your initial  investment and will not
be charged at the time of the  exchange.  The purchase  price for  determining a
CDSC on exchanged shares will be the price you paid for the original shares.  If
you exchange  shares  subject to a CDSC into a Class A money fund, the time your
shares  are held in the  money  fund  will not count  towards  the CDSC  holding
period.

- -------------------------------------------------------------------------------
An EXCHANGE is really two  transactions:  a sale of one fund and the purchase of
another.  In general,  the same policies that apply to purchases and sales apply
to exchanges.  Exchanges also have the same tax  consequences  as ordinary sales
and purchases.
- -------------------------------------------------------------------------------

<PAGE>
                  22

Frequent exchanges can interfere with fund management or operations and drive up
costs for all  shareholders.  To protect  shareholders,  there are limits on the
number and amount of exchanges you may make (please see "Market  Timers" on page
26).

*Certain Class Z shareholders  of Franklin  Mutual Series Fund Inc. may exchange
into Class A without any sales charge.

SYSTEMATIC  WITHDRAWAL  PLAN This plan  allows  you to  automatically  sell your
shares and  receive  regular  payments  from your  account.  A CDSC may apply to
withdrawals  that exceed certain  amounts.  Certain terms and minimums apply. To
sign up, complete the appropriate section of your application.

<PAGE>
                  Templeton Global Bond Fund 23

            SELLING SHARES
- -------------------------------------------------------------------------------
[CERTIFICATE GRAPHIC]   

You can sell your shares at any time.

SELLING  SHARES IN WRITING  Requests to sell  $100,000 or less can  generally be
made over the phone or with a simple letter. Sometimes,  however, to protect you
and the fund we will need written  instructions signed by all registered owners,
with a signature guarantee for each owner, if:


    -     you are selling more than $100,000 worth of shares

    -     you want your proceeds paid to someone who is not a registered
          owner

    -     you want to send your proceeds somewhere other than the
          address of record, or preauthorized bank or brokerage firm
          account

    -     you have changed the address on your account by phone within
          the last 15 days

We may also  require a signature  guarantee on  instructions  we receive from an
agent, not the registered  owners,  or when we believe it would protect the fund
against potential claims based on the instructions received.

- -------------------------------------------------------------------------------
A SIGNATURE GUARANTEE helps protect your account against fraud. You can obtain a
signature guarantee at most banks and securities dealers.

A notary public CANNOT provide a signature guarantee.
- -------------------------------------------------------------------------------

SELLING RECENTLY  PURCHASED SHARES If you sell shares recently  purchased with a
check or draft,  we may delay sending you the proceeds until your check or draft
has  cleared,  which  may take  seven  business  days or more.  A  certified  or
cashier's check may clear in less time.

REDEMPTION  PROCEEDS Your redemption  check will be sent within seven days after
we receive your  request in proper  form.  We are not able to receive or pay out
cash in the form of currency.  Redemption proceeds may be delayed if we have not
yet received your signed account application.

RETIREMENT  PLANS  Before  you can sell  shares in a  Franklin  Templeton  Trust
Company  retirement  plan,  you  may  need to  complete  additional  forms.  For
participants  under age 59 1/2, tax penalties may apply.  Call  Retirement  Plan
Services at 1-800/527-2020 for details.


<PAGE>
                  24

            SELLING SHARES

<TABLE>
<CAPTION>
 -----------------------------------------------------------------------------------------------------------------------
                                                To sell some or all of your shares
<S>               <C>                        <C>
- -------------------------------------------------------------------------------------------------------------------------
[HANDSHAKE        Through your               Contact your investment representative
GRAPHIC]          investment
                  representative
- --------------------------------------------------------------------------------------------------------------------------
[LETTER           By Mail                    Send written instructions and endorsed share certificates (if you hold share
GRAPHIC]                                     certificates) to Investor Services. Corporate, partnership or trust accounts
                                             may need to send additional documents.

                                             Specify the fund, the account number and the dollar value or number of shares
                                             you wish to sell. Be sure to include all necessary signatures and any additional
                                             documents, as well as signature guarantees if required.

                                             A check will be mailed to the name(s) and address on the account, or otherwise
                                             according to your written instructions.
- --------------------------------------------------------------------------------------------------------------------------
[TELEPHONE        By Phone                   As long as your transaction is for $100,000 or less, you do not hold share
GRAPHIC]                                     certificates and you have not changed your address by phone within the last 15
                  1-800/632-2301             days, you can sell your shares by phone.

                                             A check will be mailed to the name(s) and address on the account. Written
                                             instructions, with a signature guarantee, are required to send the check to
                                             another address or to make it payable to another person.
- --------------------------------------------------------------------------------------------------------------------------
[WIRE             By Wire                    You can call or write to have redemption proceeds of $1,000 or more wired to a
GRAPHIC]                                     bank or escrow account. See the policies above for selling shares by mail or
                                             phone.

                                             Before requesting a wire, please make sure we have your bank account information
                                             on file. If we do not have this information, you will need to send written
                                             instructions with your bank's name and address, your bank account number, the
                                             ABA routing number, and a signature guarantee.

                                             Requests received in proper form by 1:00 p.m. pacific time will be wired the
                                             next business day.
- --------------------------------------------------------------------------------------------------------------------------
[ARROW            By Exchange                Obtain a current prospectus for the fund you are considering.
GRAPHIC]
                  TeleFACTS(R)               Call Shareholder Services at the number below or our automated TeleFACTS system,
                  1-800/247-1753             or send signed written instructions. See the policies above for selling shares
                                             by mail or phone.
                  (around-the-clock
                  access)

                                             If you hold share certificates, you will need to return them to the fund before
                                             your exchange can be processed.
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>


   FRANKLIN TEMPLETON INVESTOR SERVICES 100 FOUNTAIN PARKWAY, P.O. BOX 33030,
                          ST. PETERSBURG, FL 33733-8030

                         CALL TOLL-FREE: 1-800/632-2301
          (MONDAY THROUGH FRIDAY 5:30 A.M. TO 5:00 P.M., PACIFIC TIME)

<PAGE>
                  Templeton Global Bond Fund 25

            ACCOUNT POLICIES
- -------------------------------------------------------------------------------
[PEN & PAPER GRAPHIC]   

CALCULATING  SHARE PRICE The fund calculates the net asset value per share (NAV)
each  business  day at the  close  of  trading  on the New York  Stock  Exchange
(normally 1:00 p.m.  pacific  time).  Each class's NAV is calculated by dividing
its net assets by the number of its shares outstanding.

- -------------------------------------------------------------------------------
When you buy shares,  you pay the offering price.  The offering price is the NAV
plus any applicable sales charge.

When you sell  shares,  you  receive  the NAV  minus any  applicable  contingent
deferred sales charge (CDSC).
- -------------------------------------------------------------------------------

The fund's assets are generally  valued at their market value.  If market prices
are  unavailable,  or if an event occurs  after the close of the trading  market
that materially affects the values, assets may be valued at their fair value. If
the fund holds securities  listed primarily on a foreign exchange that trades on
days when the fund is not open for business, the value of your shares may change
on days that you cannot buy or sell shares.

Requests to buy and sell shares are processed at the NAV next  calculated  after
we receive your request in proper form.

ACCOUNTS  WITH LOW BALANCES If the value of your  account  falls below $250 ($50
for employee and UGMA/UTMA  accounts)  because you sell some of your shares,  we
may mail you a notice asking you to bring the account back up to its  applicable
minimum  investment  amount.  If you choose not to do so within 30 days,  we may
close your account and mail the proceeds to the address of record.  You will not
be charged a CDSC if your account is closed for this reason.

STATEMENTS  AND REPORTS You will receive  confirmations  and account  statements
that show your account transactions.  You will also receive the fund's financial
reports every six months.  To reduce fund expenses,  we try to identify  related
shareholders in a household and send only one copy of the financial reports.  If
you need additional copies, please call 1-800/DIAL BEN.

If there is a  dealer  or other  investment  representative  of  record  on your
account, he or she will also receive confirmations, account statements and other
information about your account directly from the fund.


<PAGE>
                  26

STREET OR NOMINEE  ACCOUNTS  You may  transfer  your  shares  from the street or
nominee name  account of one dealer to another,  as long as both dealers have an
agreement  with  Franklin  Templeton  Distributors,  Inc.  We will  process  the
transfer  after we receive  authorization  in proper  form from your  delivering
securities dealer.

JOINT ACCOUNTS Unless you specify a different registration, accounts with two or
more owners are registered as "joint tenants with rights of survivorship" (shown
as "Jt Ten" on your account statement). To make any ownership changes to a joint
account, all owners must agree in writing, regardless of the law in your state.

MARKET  TIMERS The fund may restrict or refuse  exchanges by market  timers.  If
accepted,  each  exchange  by a market  timer  will be  charged  $5. You will be
considered a market timer if you have (i)  requested an exchange out of the fund
within two weeks of an earlier exchange request, or (ii) exchanged shares out of
the fund more than twice in a calendar quarter,  or (iii) exchanged shares equal
to at least $5  million,  or more  than 1% of the  fund's  net  assets,  or (iv)
otherwise  made large or frequent  exchanges.  Shares under common  ownership or
control are combined for these limits.

ADDITIONAL POLICIES Please note that the fund maintains  additional policies and
reserves certain rights, including:

- - The fund may refuse any order to buy shares,  including any purchase under the
  exchange privilege.

- - At any time, the fund may change its investment minimums or waive or lower its
  minimums for certain purchases.

- - The fund may modify or discontinue the exchange privilege on 60 days' notice.

- - You may  only  buy  shares  of a fund  eligible  for  sale in  your  state  or
  jurisdiction.

- - In unusual circumstances,  we may temporarily suspend redemptions, or postpone
  the payment of proceeds, as allowed by federal securities laws.

- - For  redemptions  over a certain  amount,  the fund reserves the right to make
  payments in  securities or other assets of the fund, in the case of an 
  emergency or if the payment by check would be harmful to existing 
  shareholders.

<PAGE>
                  Templeton Global Bond Fund 27

- - To permit  investors to obtain the current price,  dealers are responsible for
  transmitting all orders to the fund promptly.

DEALER  COMPENSATION  Qualifying  dealers who sell fund shares may receive sales
commissions   and  other  payments.   These  are  paid  by  Franklin   Templeton
Distributors,  Inc. (Distributors) from sales charges,  distribution and service
(12b-1) fees and its other resources.

                                          Class A                 Class C
                                          -------                 -------
Commission (%)                              --                      2.00
Investment under $100,000                  4.00                      --
$100,000 but under $250,000                3.25                      --
$250,000 but under $500,000                2.25                      --
$500,000 but under $1 million              1.85                      --
$1 million or more                       up to 0.75(1)               --
12b-1 fee to dealer                        0.25                     0.65(2)


A dealer  commission of up to 1% may be paid on Class A NAV purchases by certain
retirement  plans(1) and up to 0.25% on Class A NAV  purchases by certain  trust
companies and bank trust departments,  eligible  governmental  authorities,  and
broker-dealers or others on behalf of clients participating in comprehensive fee
programs. For certain retirement plans that do not qualify to buy Class A shares
at NAV but that  qualify  to buy  Class A shares  with a maximum  initial  sales
charge of 4%, a dealer commission of 3.2% may be paid.

1. During the first year after purchase,  dealers may not be eligible to receive
the 12b-1 fee.

2.  Dealers may be  eligible to receive up to 0.15%  during the first year after
purchase  and may be eligible to receive the full 12b-1 fee starting in the 13th
month.


<PAGE>
                  28

            QUESTIONS
- -------------------------------------------------------------------------------
[QUESTION MARK GRAPHIC]   

If you have any questions about the fund or your account, you can write to us at
100 Fountain Parkway,  P.O. Box 33030, St.  Petersburg,  FL 33733-8030.  You can
also call us at one of the following  numbers.  For your  protection and to help
ensure we  provide  you with  quality  service,  all calls may be  monitored  or
recorded.

                                                Hours (pacific time,
 Department Name          Telephone Number    Monday through Friday)
- -------------------------------------------------------------------------------
Shareholder Services       1-800/ 632-2301    5:30 a.m. to 5:00 p.m.
Fund Information           1-800/ DIAL BEN    5:30 a.m. to 8:00 p.m.
                           (1-800/ 342-5236)  6:30 a.m. to 2:30 p.m. (Saturday)
Retirement Plan Services   1-800/ 527-2020    5:30 a.m. to 5:00 p.m.
Dealer Services            1-800/ 524-4040    5:30 a.m. to 5:00 p.m.
Institutional Services     1-800/ 321-8563    6:00 a.m. to 5:00 p.m.
TDD (hearing impaired)    1-800/ 851-0637    5:30 a.m. to 5:00 p.m.


<PAGE>
FRANKLIN TEMPLETON LITERATURE REQUEST

Call 1-800/DIAL BEN(R) (1-800/342-5236) today for a free descriptive brochure
and prospectus on any of the funds listed below. The prospectus contains more
complete information, including fees, sales charges and expenses, and should be
read carefully before investing or sending money.


GLOBAL GROWTH

Franklin Global Health Care Fund
Mutual Discovery Fund
Templeton Developing Markets Trust
Templeton Foreign Fund
Templeton Foreign Smaller Companies Fund
Templeton Global Infrastructure Fund
Templeton Global Opportunities Trust 
Templeton Global Real Estate Fund 
Templeton Global Smaller Companies Fund 
Templeton Greater European Fund 
Templeton Growth Fund 
Templeton Latin America Fund 
Templeton Pacific Growth Fund 
Templeton World Fund

GLOBAL GROWTH AND INCOME
Franklin Global Utilities Fund 
Mutual European Fund 
Templeton Global Bond Fund 
Templeton Growth and Income Fund

GLOBAL INCOME
Franklin Global Government Income Fund
Franklin Templeton Global Currency Fund
Franklin Templeton Hard Currency Fund
Templeton Americas Government Securities Fund

GROWTH
Franklin Biotechnology Discovery Fund
Franklin Blue Chip Fund
Franklin California Growth Fund
Franklin DynaTech Fund
Franklin Equity Fund
Franklin Gold Fund
Franklin Growth Fund
Franklin MidCap Growth Fund
Franklin Small Cap Growth Fund

GROWTH AND INCOME
Franklin Asset Allocation Fund
Franklin Balance Sheet Investment Fund*
Franklin Convertible Securities Fund
Franklin Equity Income Fund Franklin Income Fund
Franklin MicroCap Value Fund*
Franklin Natural Resources Fund
Franklin Real Estate Securities Fund
Franklin Rising Dividends Fund
Franklin Utilities Fund 
Franklin Value Fund
Mutual Beacon Fund
Mutual Financial Services Fund
Mutual Qualified Fund
Mutual Shares Fund

FUND ALLOCATOR SERIES
Franklin Templeton Conservative Target Fund
Franklin Templeton Moderate Target Fund
Franklin Templeton Growth Target Fund

INCOME
Franklin Adjustable Rate Securities Fund
Franklin Adjustable U.S. Government Securities Fund
Franklin's AGE High Income Fund
Franklin Bond Fund
Franklin Floating Rate Trust
Franklin Investment Grade Income Fund
Franklin Short-Intermediate U.S. Government Securities Fund
Franklin Strategic Income Fund
Franklin U.S. Government Securities Fund
Franklin Money Fund

TAX-FREE INCOME
Federal Intermediate-Term Tax-Free Income Fund
Federal Tax-Free Income Fund
High Yield Tax-Free Income Fund
Insured Tax-Free Income Fund
Puerto Rico Tax-Free Income Fund
Tax-Exempt Money Fund

STATE-SPECIFIC TAX-FREE INCOME

Alabama
Arizona**
Arkansas***
California**
Colorado
Connecticut
Florida**
Georgia 
Hawaii***
Indiana 
Kentucky
Louisiana
Maryland
Massachusetts+
Michigan**
Minnesota+
Missouri
New Jersey
New York**
North Carolina
Ohio+
Oregon
Pennsylvania
Tennessee***
Texas 
Virginia
Washington***

VARIABLE ANNUITIES++
Franklin Valuemark(R)
Franklin Templeton Valuemark Income Plus (an immediate annuity)

      *     These funds are now closed to new accounts, with the exception of
            retirement plan accounts.

      **    Two or more fund options available: long-term portfolio,
            intermediate-term portfolio, a portfolio of insured municipal
            securities, and/or a high yield portfolio (CA) and a money market
            portfolio (CA and NY). 

      ***   The fund may invest up to 100% of its assets in bonds that pay
            interest subject to the federal alternative minimum tax.

      +     Portfolio of insured municipal securities.

      ++    Franklin Valuemark and Franklin Templeton Valuemark Income Plus are
            issued by Allianz Life Insurance Company of North America or by its
            wholly owned subsidiary, Preferred Life Insurance Company of New
            York, and distributed by NALAC Financial Plans, LLC. The Franklin
            Valuemark Funds are managed by Franklin Advisers, Inc. and its
            Templeton and Franklin affiliates.


12/98

<PAGE>
            For More Information

            You can learn more about the fund in the following documents:

            ANNUAL/SEMIANNUAL REPORT TO SHAREHOLDERS

            Includes a discussion of recent market conditions and fund
            strategies, financial statements, detailed performance information,
            portfolio holdings, and the auditor's report.

            STATEMENT OF ADDITIONAL INFORMATION (SAI)

            Contains more information about the fund, its investments and
            policies. It is incorporated by reference (is legally a part of this
            prospectus).

            For a free copy of the current annual/semiannual report or the SAI,
            please contact your investment representative or call us at the
            number below.

            FRANKLIN(R)TEMPLETON(R)

            1-800/DIAL BEN(R) (1-800/342-5236)
            TDD (Hearing Impaired) 1-800/851-0637
            www.franklin-templeton.com

            You can also obtain information about the fund by visiting the SEC's
            Public Reference Room in Washington D.C. (phone 1-800/SEC-0330) or
            by sending your request and a duplicating fee to the SEC's Public
            Reference Section, Washington, DC 20549-6009. You can also visit the
            SEC's Internet site at http://www.sec.gov.


            Investment Company Act file #811-4706                    406 P 01/99



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