SUPPLEMENT TO THE PROSPECTUS DATED JANUARY 1, 1997
FRANKLIN CORPORATE QUALIFIED DIVIDEND FUND
FRANKLIN MANAGED TRUST
DATED FEBRUARY 1, 1996
AS PREVIOUSLY SUPPLEMENTED JULY 1, 1996
I. The discussion under "How Do I Buy Shares? - Rights of Accumulation" is
amended by replacing it with the following text:
To determine if you may pay a reduced sales charge, the amount of your current
purchase is added to the cost or current value, whichever is higher, of your
shares in other Franklin Templeton Funds. If you are the sole owner of a
company, you may also add any company accounts, including retirement plan
accounts.
II. The discussion under "How Do I Buy Shares? - Purchases at Net Asset Value"
is amended by adding the following new item as the last item in the list of
investors qualified to purchase shares at Net Asset Value:
(vii) Investors exchanging Advisor Class shares from any of the Franklin
Templeton Funds, or, beginning on or about May 1, 1997, Class Z shares of
Mutual Series
III. The discussion under "What If My Investment Outlook Changes? - Exchange
Privilege" is amended by replacing the first sentence in the second paragraph
with the following text:
You may only exchange shares within the same class. Because the Fund does not
offer Advisor Class shares, Advisor Class shares of any Franklin Templeton Fund
may be exchanged for shares of the Fund at Net Asset Value. Beginning on or
about May 1, 1997, Class Z shares of Mutual Series may also be exchanged into
shares of the Fund.
January 1, 1997
