SUPPLEMENT TO THE STATEMENT OF ADDITIONAL INFORMATION
DATED JANUARY 1, 1997
FRANKLIN MANAGED TRUST
FRANKLIN RISING DIVIDENDS FUND
FRANKLIN INVESTMENT GRADE INCOME FUND
FRANKLIN CORPORATE QUALIFIED DIVIDEND FUND
DATED FEBRUARY 1, 1996 AS PREVIOUSLY SUPPLEMENTED NOVEMBER 25, 1996
I. As of January 1, 1997 the Investment Grade Fund offers a second class of
shares, designated "Advisor Class shares." This SAI describes the Class I shares
of the Investment Grade Fund.
All shares of the Investment Grade Fund outstanding before the offering of
Advisor Class shares will retain their previous rights and privileges.
Class I and Advisor Class shares of the Investment Grade Fund differ as to sales
charges, expenses and services. Different fees and expenses will affect
performance. Advisor Class shares are described in a separate prospectus and SAI
relating only to that class. For more information concerning Advisor Class
shares, contact your investment representative or Distributors.
II. The discussion under "How Do I Buy and Sell Shares? - Letter of Intent" is
amended to remove the reference to Class II shares.
III. The first sentence of the discussion under "The Fund's Underwriter
Distribution Plans" is amended by replacing the heading and the first sentence
with the following text:
The Corporate Qualified Fund and the Investment Grade Fund with respect to
Class I and the Rising Dividends Fund with respect to Class I and Class II have
adopted separate distribution plans or "Rule 12b-1 plans" pursuant to Rule
12b-1 of the 1940 Act.
