TEMPLETON INCOME TRUST
497, 2000-01-03
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   Prospectus


Templeton
Global
Bond Fund
Templeton Income Trust
Class A & C


INVESTMENT STRATEGY

      GLOBAL GROWTH
      & INCOME




JANUARY 1, 2000




[LOGO (R)]
FRANKLIN (R) TEMPLETON(R)

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.

                                    CONTENTS

                                    THE FUND
- -------------------------------------------------------------------------------
[Begin callout]
INFORMATION ABOUT THE FUND YOU SHOULD KNOW BEFORE INVESTING
[End callout]


                             2      Goal and Strategies

                             4      Main Risks

                             8      Performance

                             9      Fees and Expenses

                            11      Management

                            12      Distributions and Taxes

                            13      Financial Highlights


                                    YOUR ACCOUNT
- -------------------------------------------------------------------------------
[Begin callout]
INFORMATION ABOUT SALES CHARGES, ACCOUNT TRANSACTIONS AND SERVICES
[End callout]

                            14      Choosing a Share Class

                            18      Buying Shares

                            20      Investor Services

                            23      Selling Shares

                            25      Account Policies

                            28      Questions





                                   FOR MORE INFORMATION

- -------------------------------------------------------------------------------
[Begin callout]
WHERE TO LEARN MORE ABOUT THE FUND
[End callout]

                                    Back Cover


     THE FUND

 GOAL AND STRATEGIES
- -------------------------------------------------------------------------------
[INSERT GRAPHIC OF BULLEYES AND ARROW]

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


PRINCIPAL INVESTMENTS Under normal market conditions, the fund invests 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 invest
up to 25% of its total assets in debt securities that are rated below investment
grade.  Generally,  lower rated  securities  pay higher  yields than more highly
rated securities to compensate investors for the higher risk.

OTHER  STRATEGIES  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 issued
typically  by a bank or trust  company  that  give  their  holders  the right to
receive securities issued by a foreign or domestic company.


Begin callout]
The fund invests  primarily in debt  securities  of  companies  and  governments
located around the world.
[End callout]


PORTFOLIO  SELECTION The 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 securities  trading  markets or the economies of countries where
the fund invests 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 substantially less in global debt securities.






MAIN RISKS
- -------------------------------------------------------------------------------
[INSERT GRAPHIC OF CHART WITH LINE GOING UP AND DOWN]


INTEREST RATE When interest rates rise,  debt security prices fall. The opposite
is also true:  debt security  prices rise when interest  rates fall. In general,
securities with longer maturities are more sensitive to these price changes.


[Begin callout]
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.
[End callout]

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  may 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   and  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, political, 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  in the  U.S.  While
short-term  volatility in these markets can be  disconcerting,  declines of more
than 50% are not unusual.  The  definition of developing or emerging  markets or
countries as used by the fund's  manager may differ from the  definition  of the
same terms as used in managing other Franklin Templeton funds.


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 may 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 a currency  by a
country's government or banking authority also will have a significant impact on
the value of any  securities  denominated  in that  currency.  Currency  markets
generally are not as regulated as securities markets.

EURO. On January 1, 1999,  the European  Monetary  Union (EMU)  introduced a new
single  currency,  the euro,  which  will  replace  the  national  currency  for
participating member countries.

Because this change to a single currency is new and untested, 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
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.

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

LOWER-RATED  SECURITIES.  Securities  rated below  investment  grade,  sometimes
called  "junk  bonds,"   generally  have  more  credit  risk  than  higher-rated
securities.

Companies  issuing  high  yield,  fixed-income  securities  are  not  as  strong
financially  as those  issuing  securities  with higher  credit  ratings.  These
companies  are more  likely to  encounter  financial  difficulties  and are more
vulnerable to changes in the economy,  such as a recession or a sustained period
of rising interest  rates,  that could affect their ability to make interest and
principal  payments.  If  an  issuer  stops  making  interest  and/or  principal
payments,  payments on the securities may never resume.  These securities may be
worthless and the fund could lose its entire investment.

The  prices  of  high  yield,   fixed-income   securities  fluctuate  more  than
higher-quality  securities.  Prices are  especially  sensitive  to  developments
affecting  the  company's  business  and to changes in the  ratings  assigned by
rating agencies. Prices often are closely linked with the company's stock prices
and typically rise and fall in response to factors that affect stock prices.  In
addition,  the entire high yield  securities  market can  experience  sudden and
sharp price swings due to changes in economic conditions, stock market activity,
large  sustained sales by major  investors,  a high- profile  default,  or other
factors.

High yield securities generally are less liquid than higher-quality  securities.
Many of these securities do not trade frequently,  and when they do their prices
may be  significantly  higher  or  lower  than  expected.  At  times,  it may be
difficult to sell these securities  promptly at an acceptable  price,  which may
limit the fund's  ability to sell  securities  in response to specific  economic
events or to meet redemption requests.

INCOME  Since  the  fund  can  only  distribute   what  it  earns,   the  fund's
distributions to shareholders may decline when interest rates fall.

DIVERSIFICATION  The fund is a  non-diversified  fund.  It may  invest a greater
portion of its assets in the  securities of one issuer than a diversified  fund.
The fund may be more sensitive to economic, business, political or other changes
affecting similar issuers or securities, which may result in greater fluctuation
in the value of the fund's shares.  The fund,  however,  intends to meet certain
tax diversification requirements.

LIQUIDITY  The fund may invest up to 10% of its total assets in  restricted  and
other securities that are not readily marketable.  Reduced liquidity may have an
adverse  impact  on market  price  and the  fund's  ability  to sell  particular
securities when necessary to meet the fund's liquidity needs or in response to a
specific  economic event.  Reduced liquidity in the secondary market for certain
securities  also  may  make it more  difficult  for the  fund to  obtain  market
quotations  based on  actual  trades  for the  purpose  of  valuing  the  fund's
portfolio.

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

The manager will rely upon public filings and other statements made by companies
about  their  Year  2000  readiness.  Issuers  in  countries  outside  the U.S.,
particularly in emerging markets, may be more susceptible to Year 2000 risks and
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 each
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 securities  also will 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 fund's  performance.  Please see page
11 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  (including  temporary
investments),  risks and bond  ratings can be found in the fund's  Statement  of
Additional Information (SAI).


[Begin callout]
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.
[End callout]




 PERFORMANCE
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[INSERT GRAPHIC OF A BEAR AND BULL]

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/

[INSERT BAR GRAPH]



8.54%   9.89%  14.91%   3.12%   10.35%   -3.58%   18.21%   11.20%  1.83%   5.40%
- --------------------------------------------------------------------------------
 89      90      91      92       93       94       95       96     97      98
                                      YEAR

[Begin callout]
BEST
QUARTER:
Q2 `92
7.23%

WORST
QUARTER:
Q1 `94
- -3.51%
[End callout]

AVERAGE ANNUAL TOTAL RETURNS
For the periods ended December 31, 1998

                                                1 YEAR    5 YEARS     10 YEARS
- -------------------------------------------------------------------------------
Templeton Global Bond Fund - Class A/2/          0.97%     5.43%       7.34%
Salomon Brothers WBGI Index/3/                  15.31%     7.85%       8.96%

                                                                        SINCE
                                                                      INCEPTION
                                                           1 YEAR      (5/1/95)
- -------------------------------------------------------------------------------
Templeton Global Bond Fund - Class C/2/                     2.95%       7.66%
Salomon Brothers WBGI Index/3/                             15.31%       6.55%

1. Figures do not reflect sales charges. If they did, returns would be lower. As
of September 30, 1999 the fund's year-to-date return was -4.06% for Class A.

2. Figures reflect sales charges.
All fund  performance  assumes  reinvestment  of  dividends  and capital  gains.
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.



FEES AND EXPENSES
- -------------------------------------------------------------------------------
[INSERT GRAPHIC OF A PERCENTAGE SIGN]


This table  describes the fees and expenses that you may pay if you buy and hold
shares of the fund.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
                                                           CLASS A    CLASS C
- -------------------------------------------------------------------------------
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/1/    0.99%/2/
Exchange fee/3/                                            $5.00      $5.00

Please see  "Choosing a Share  Class" on page 14 for an  explanation  of how and
when these sales charges apply.

ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)

                                                           CLASS A   CLASS C
- -------------------------------------------------------------------------------
Management fees                                             0.50%     0.50%
Distribution and service (12b-1) fees                       0.25%     0.65%
Other expenses                                              0.47%     0.47%
                                                         -------------------
Total annual fund operating expenses                        1.22%/4/  1.62%/4/
                                                          ===================


1. Except for  investments  of $1 million or more (see page 14) and purchases by
certain retirement plans without an initial sales charge.

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

3. This fee is only for market timers (see page 26).

4. For the fiscal year ended August 31, 1999,  the manager  agreed in advance to
waive its fees. With this  reduction,  management fees were 0.65% and net annual
fund  operating  expenses  were  1.22%  for  Class A and  1.62% for Class C. The
manager may end this  arrangement at any time upon notice to the fund's Board of
Trustees.



EXAMPLE


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

o You invest $10,000 for the periods shown;

o Your investment has a 5% return each year; and

o 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:

<TABLE>
<CAPTION>

                                               1 YEAR   3 YEARS   5 YEARS  10 YEARS
- ------------------------------------------------------------------------------------
<S>                                           <C>      <C>       <C>      <C>
If you sell your shares at the end of the period:
CLASS A                                        $544/1/   $796     $1,067   $1,840
CLASS C                                        $362      $606     $972     $2,003
If you do not sell your shares:
CLASS C                                        $263      $606     $972     $2,003
</TABLE>

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






MANAGEMENT
- -------------------------------------------------------------------------------
[INSERT GRAPHIC OF A BRIEFCASE]


Templeton Investment Counsel, Inc. (Investment Counsel), 500 East Broward Blvd.,
Ft.  Lauderdale,  FL 33394,  through its Templeton Global Bond Managers division
(Global Bond Managers),  is the fund's  investment  manager.  A team from Global
Bond  managers  is  responsible  for  the  day-to-day  management  of the  fund.
Together, Templeton Investment Counsel, Inc. and its affiliates manage over $218
billion in assets.

The fund pays  Global Bond  Managers a fee for  managing  the fund's  assets and
making its investment decisions.  For the fiscal year ended August 31, 1999, the
fund paid 0.50% of its average net assets to the manager.

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 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.



DISTRIBUTIONS AND TAXES
- -------------------------------------------------------------------------------
[INSERT GRAPHIC OF DOLLAR SIGN AND STACKS OF COINS]


INCOME AND CAPITAL  GAINS  DISTRIBUTIONS  The fund  intends to pay a dividend at
least monthly 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 date 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(R).


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  fund shares 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.

[Begin callout]
BACKUP WITHHOLDING
By law, the fund must withhold 31% of your taxable distributions and proceeds if
you do not provide your correct social security or taxpayer identification
number, or if the IRS instructs the fund to do so.
[End callout]

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 of the fund,  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.

Fund  distributions and gains from the sale or exchange of your shares generally
will be subject to state and local income tax. Non-U.S. investors may be subject
to U.S.  withholding  and estate tax. You should  consult your tax advisor about
the federal,  state, local or foreign tax consequences of your investment in the
fund.

FINANCIAL HIGHLIGHTS
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[INSERT GRAPHIC OF A DOLLAR BILL]


This table presents the fund's  financial  performance  for the past five years.
The  information  for the  year  ended  August  31,  1999 has  been  audited  by
PricewaterhouseCoopers  LLP. The information for the remaining years was audited
by McGladrey & Pullen, LLP, the fund's former auditor.

<TABLE>
<CAPTION>


CLASS A                                           YEAR ENDED AUGUST 31,
- ----------------------------------------------------------------------------------------
                                          1999/3/     1998     1997    1996    1995/2/
- ----------------------------------------------------------------------------------------
<S>                                      <C>         <C>      <C>     <C>     <C>

PER SHARE DATA ($)
Net asset value, beginning of year         9.49      9.82     9.76      9.32     9.05
                                        ------------------------------------------------
  Net investment income                     .58       .60      .63       .69      .73
  Net realized and unrealized
   gains (losses)                          (.66)     (.32)     .03       .35      .17
                                        ------------------------------------------------
Total from investment operations           (.08)      .28      .66      1.04      .90
                                        ------------------------------------------------
  Dividends from net investment income     (.55)     (.55)    (.60)     (.58)    (.54)
  Distributions from net realized gains    (.05)     (.06)      --        --       --
Tax return of capital                        --        --       --      (.02)    (.09)
                                        ------------------------------------------------
Total distributions                        (.60)     (.61)    (.60)     (.60)    (.63)
                                        ------------------------------------------------
Net asset value, end of year               8.81      9.49     9.82      9.76     9.32
                                        ================================================
Total return (%)/1/                       (1.02)     2.82     6.87     11.44    10.43

RATIOS/SUPPLEMENTAL DATA
Net assets, end of year ($ x 1,000)     146,753   189,898  198,131   185,596  191,301
Ratios to average net assets: (%)
  Expenses                                 1.22      1.17     1.15      1.13     1.18
  Net investment income                    6.20      6.12     6.41      7.09     7.99
Portfolio turnover rate (%)               74.60     75.95   166.69    109.40   101.12

<CAPTION>

 CLASS C
- ----------------------------------------------------------------------------------------
<S>                                     <C>        <C>       <C>      <C>       <C>
PER SHARE DATA ($)
Net asset value, beginning of year         9.50      9.83     9.77      9.31     9.05
                                        ------------------------------------------------
  Net investment income                     .54       .56      .57       .61      .21
  Net realized and unrealized
   gains (losses)                          (.66)     (.32)     .05       .41      .24
                                        ------------------------------------------------
Total from investment operations           (.12)       .24       .62     1.02       .45
  Dividends from net investment income     (.51)     (.51)    (.56)     (.54)    (.15)
  Distributions from net realized gains    (.05)     (.06)      --        --        --
  Tax basis return of capital                --        --       --      (.02)    (.04)
                                        ------------------------------------------------
Total distributions                        (.56)     (.57)    (.56)     (.56)    (.19)
                                        ------------------------------------------------
Net asset value, end of year               8.82      9.50     9.83      9.77     9.31
                                        ------------------------------------------------
Total return (%)/1/                       (1.41)     2.46     6.44     11.20     5.03

RATIOS/SUPPLEMENTAL DATA
Net assets, end of year ($ x 1,000)      17,386    20,404   16,629     6,563    2,043
Ratios to average net assets: (%)
  Expenses                                 1.62      1.56     1.54      1.56     1.57/4/
  Net investment income                    5.80      5.73     5.96      6.69     7.47/4/
Portfolio turnover rate (%)               74.60     75.95   166.69    109.40   101.12
</TABLE>

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

2. For the period May 1, 1995  (effective  date) to August 31,  1995 for Class C
shares.

3. Based on average weighted shares outstanding.


4. Annualized.

     YOUR ACCOUNT

CHOOSING A SHARE CLASS
- -------------------------------------------------------------------------------
[INSERT GRAPHIC OF PENCIL MARKING AN "X"]

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.

<TABLE>
<CAPTION>

CLASS A                                                CLASS C
- ---------------------------------------------------------------------------------------------
<S>                                                    <C>
o Initial sales charge of 4.25% or less                o Initial sales charge of 1%

o Deferred sales charge of 1% on purchases             o Deferred sales charge of 1% on
  of $1 million or more sold within 12 months            shares you sell within 18 months

o Lower annual expenses than Class C due to            o Higher annual expenses than Class A
  lower distribution fees                                due to higher distribution fees.

</TABLE>


SALES CHARGES - CLASS A



<TABLE>
<CAPTION>

                                      THE SALES CHARGE
                                      MAKES UP THIS %       WHICH EQUALS THIS %
WHEN YOU INVEST THIS AMOUNT        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 16),  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 15).

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.


SALES CHARGES - CLASS C

                                 THE SALES CHARGE
                                    MAKES UP THIS %       WHICH EQUALS THIS %
WHEN YOU INVEST THIS AMOUNT      OF THE OFFERING PRICE    OF YOUR NET INVESTMENT
- --------------------------------------------------------------------------------
Under $1 million                          1.00                  1.01


WE PLACE 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.


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 or capital gains distributions.


[Begin callout]
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.
[End callout]

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.

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.


[Begin callout]
The  FRANKLIN  TEMPLETON  FUNDS  include  all of  the  Franklin  Templeton  U.S.
registered mutual funds,  except Franklin  Templeton Variable Insurance Products
Trust, Templeton Capital Accumulator Fund, Inc., and Templeton Variable Products
Series Fund.
[End callout]

o    CUMULATIVE QUANTITY DISCOUNT - lets you combine all of your shares in the
     Franklin  Templeton Funds for purposes of calculating the sales charge. You
     also  may  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 also may be included.


o    LETTER OF INTENT (LOI)- expresse  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.

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.

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.


SALES CHARGE  WAIVERS  Class A shares may be purchased  without an initial sales
charge or CDSC by various  individuals,  institutions and retirement plans or by
investors  who reinvest  certain  distributions  and  proceeds  within 365 days.
Certain  investors  also may buy Class C shares without an initial sales charge.
The CDSC for each class may be waived for certain redemptions and distributions.
If you would like  information  about available sales charge waivers,  call your
investment  representative or call Shareholder  Services at 1-800/632-2301.  For
information  about  retirement  plans,  you may call Retirement Plan Services at
1-800/527-2020.  A list of available  sales charge  waivers also may be found in
the Statement of Additional Information (SAI).


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
- -------------------------------------------------------------------------------
[INSERT GRAPHIC OF PAPER WITH LINES AND SOMEONE WRITING]

<TABLE>
<CAPTION>
MINIMUM INVESTMENTS
- --------------------------------------------------------------------------------------------
                                                                  INITIAL        ADDITIONAL
- --------------------------------------------------------------------------------------------
<S>                                                               <C>            <C>
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
- --------------------------------------------------------------------------------------------
</TABLE>

               PLEASE NOTE THAT YOU MAY ONLY BUY SHARES OF A FUND
                ELIGIBLE FOR SALE IN YOUR STATE OR JURISDICTION.


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 place 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
- --------------------------------------------------------------------------------
                     OPENING AN ACCOUNT            ADDING TO AN ACCOUNT
- --------------------------------------------------------------------------------
[Graphic Shaking
 Hands]
THROUGH YOUR         Contact your investment       Contact your investment
INVESTMENT           representative                representative
REPRESENTATIVE

- --------------------------------------------------------------------------------
[Graphic Envelope]
BY MAIL              Make your check payable       Make your check payable to
                     to Templeton Global Bond      Templeton Global Bond Fund.
                     Fund.                         Include your account number
                                                   on the  check.
                     Mail the check and your
                     signed application to         Fill out the deposit slip
                     Investor Services.            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.

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

                     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.

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

                      FRANKLIN TEMPLETON INVESTOR SERVICES
                                 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
                 SATURDAY 6:30 A.M. TO 2:30 P.M., PACIFIC TIME)





INVESTOR SERVICES
- -------------------------------------------------------------------------------
[INSERT GRAPHIC OF A PERSON WITH HEADSET]

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.

[Begin callout
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.
[End callout]

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.

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.

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.


[Begin callout]
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, including minimum investment amounts. Exchanges also have the same
tax consequences as ordinary sales and purchases.
[End callout]


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.

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.





SELLING SHARES
- -------------------------------------------------------------------------------
[INSERT GRAPHIC OF A CERTIFICATE]


You can sell  your  shares at any time.  Please  keep in mind that a  contingent
deferred sales charge (CDSC) may apply.

SELLING  SHARES IN WRITING  Generally,  requests to sell $100,000 or less can 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:


[Begin callout]
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.
[End callout]

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

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

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


We also may 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.


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



<TABLE>
<CAPTION>
SELLING SHARES

- ------------------------------------------------------------------------------------------------------
                              TO SELL SOME OR ALL OF YOUR SHARES
- ------------------------------------------------------------------------------------------------------
<S>                           <C>
[GRAPHIC OF HANDSHAKE]

THROUGH YOUR INVESTMENT       Contact your investment representative
REPRESENTATIVE

- ------------------------------------------------------------------------------------------------------
[GRAPHIC OF ENVELOPE]         Send written instructions and endorsed share certificates (if you hold
                              share certificates) to Investor Services. Corporate, partnership or
BY MAIL                       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.
- ------------------------------------------------------------------------------------------------------
[GRAPHIC OF TELEPHONE]
BY PHONE                      As long as your transaction is for $100,000 or less, you do not hold
                              share certificates and you have not changed your address by phone
1-800/632-2301                within the last 15 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.
- ------------------------------------------------------------------------------------------------------

[GRAPHIC OF THREE
LIGHTNING BOLTS]
BY ELECTRONIC FUNDS           You can call or write to have redemption proceeds sent to a bank
   TRANSFER (ACH)             account. See the policies above for selling shares by mail or phone.

                              Before requesting to have redemption proceeds sent to a bank account,
                              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, a voided check or
                              savings account deposit slip, and a signature guarantee if the
                              ownership of the bank and fund accounts is different.

                              If we recevie your requests received in proper form by 1:00 p.m.
                              Pacific time, porceeds sent by ACH generally will be available within
                              two to three business days.
- ------------------------------------------------------------------------------------------------------
[GRAPHIC OF ARROWS]
BY EXCHANGE                   Obtain a current prospectus for the fund you are considering.


TeleFACTS(R)                  Call Shareholder Services at the number below or our automated
1-800/247-1753                TeleFACTS system, or send signed written instructions. See the
(around-the-clock access)     policies above for selling shares by mail or phone.

                              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
                                 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
                 SATURDAY 6:30 A.M. TO 2:30 P.M., PACIFIC TIME)

ACCOUNT POLICIES
- -------------------------------------------------------------------------------
[INSERT GRAPHIC OF PEN AND PAPER]

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.

[Begin callout]
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).
[End callout]

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 quarterly  account  statements that show
all your account  transactions during the quarter. You also will receive written
notification   after  each  transaction   affecting  your  account  (except  for
distributions and transactions  made through automatic  investment or withdrawal
programs,  which will be reported on your  quarterly  statement).  You also will
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 also will receive confirmations, account statements and other
information about your account directly from the fund.


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  by
Franklin/Templeton  Investor Services, Inc., the fund's transfer agent. 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  seem to follow a timing  pattern.  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:

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

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

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

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


o 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, wire or electronic funds transfer would
  be harmful to existing shareholders.


o 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 on Class C NAV purchases.  A dealer commission of up to
0.25% may be paid 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.





QUESTIONS
- -------------------------------------------------------------------------------
[INSERT GRAPHIC OF A QUESTION MARK]


If you have any questions about the fund or your account, you can write to us at
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.



<TABLE>
<CAPTION>

                                                        HOURS (PACIFIC TIME,
DEPARTMENT NAME               TELEPHONE NUMBER          MONDAY THROUGH FRIDAY)
- -------------------------------------------------------------------------------------------
<S>                          <C>                       <C>
Shareholder Services          1-800/632-2301           5:30 a.m. to 5:00 p.m.
                                                       6:30 a.m. to 2:30 p.m. (Saturday)
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.
</TABLE>



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.franklintempleton.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,
D.C.   20549-6009.   You  can   also   visit   the   SEC's   Internet   site  at
http://www.sec.gov.



Investment Company Act file #811-4706                            406 P 01/00




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