FRANKLIN MANAGED TRUST
497, 1997-11-24
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117 STKP1
                      SUPPLEMENT DATED NOVEMBER 17, 1997
                             TO THE PROSPECTUS OF
                  FRANKLIN CORPORATE QUALIFIED DIVIDEND FUND
                            DATED FEBRUARY 1, 1997

The  prospectus is amended to replace the first two  paragraphs and the second
waiver  category in the section "Sales Charge  Waivers," found under "How Do I
Buy Shares? - Sales Charge Reductions and Waivers," with the following:

  Sales Charge  Waivers. If  one of the following sales charge waivers applies
to you or your  purchase  of Fund  shares,  you may  buy  shares  of the  Fund
without a front-end sales charge or a Contingent Deferred Sales Charge.

  Certain distributions,  payments or redemption proceeds that you receive may
be used to buy shares of the Fund without a sales charge. They include:

  2. Dividend and capital gain  distributions from any Franklin Templeton Fund
or a real estate  investment  trust  (REIT)  sponsored  or advised by Franklin
Properties,  Inc.  The  distributions  must be  reinvested  within 365 days of
their  payment  date and  generally  must be  reinvested  in the same class of
shares.  Certain  exceptions  apply,  however,  to  Class II  shareholders  of
another Franklin  Templeton Fund who chose to reinvest their  distributions in
the  Fund  before  November 17,   1997,  and  to  Advisor  Class  or  Class  Z
shareholders   of  a  Franklin   Templeton   Fund  who  may   reinvest   their
distributions in the Fund.



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