FRANKLIN MANAGED TRUST
497, 1998-12-31
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                       SUPPLEMENT DATED JANUARY 1, 1999
                             TO THE PROSPECTUS OF
            FRANKLIN INVESTMENT GRADE INCOME FUND - ADVISOR CLASS
                            DATED FEBRUARY 1, 1998


The prospectus is amended as follows:

I.     The following paragraph is added under "What Are the Risks of
       Investing in the Fund?":

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

      Advisory Services will rely upon public filings and other statements
      made by companies about their Year 2000 readiness. Issuers in countries
      outside the U.S. may not be required to make the same level of
      disclosure about Year 2000 readiness as is required in the U.S.
      Advisory Services, 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 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 "Year 2000 Problem" under "Who Manages
      the Fund?" for more information.

II.    The following is added after the "Administrative Services" section
       under "Who Manages the Fund?":

      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 Advisory Services, 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.

      Advisory Services 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 Advisory
      Services may have no control.

III.  Under "How Is the Trust  Organized?",  the fourth sentence in the first
      paragraph is replaced with the following:

      All shares  outstanding before the offering of Advisor Class shares have
      been designated Franklin Investment Grade Income Fund - Class A.

      All  references  in the  prospectus  to Class I shares are replaced with
      Class A.

IV.   In step 2 under "How Do I Buy Shares? - Opening Your Account,"  the
      minimum investment to add to your account is changed from $25 to $50.

V.    The section "How Do I Buy Shares in Connection with Retirement
      Plans?", found under "How Do I Buy Shares?", is replaced with the
      following:

      HOW DO I BUY SHARES IN CONNECTION WITH RETIREMENT PLANS?

      Your individual or employer-sponsored retirement plan may invest in the
      Fund. Plan documents are required for all retirement plans. Trust
      Company can provide the plan documents for you and serve as custodian
      or trustee.

      Trust Company can provide you with brochures containing important
      information about its plans. 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.

      Please consult your legal, tax or retirement plan specialist before
      choosing a retirement plan. Your investment representative or advisor
      can help you make investment decisions within your plan.

VI.   Under "May I Exchange Shares for Shares of Another Fund? - Exchange
      Restrictions":

      (a) the second item is replaced with the following:

    o Generally exchanges may only be made between identically registered
      accounts, unless you send written instructions with a signature guarantee.
      You may, however, exchange shares from a Fund account requiring two or
      more signatures into an identically registered money fund account
      requiring only one signature for all transactions. PLEASE NOTIFY US IN
      WRITING IF YOU DO NOT WANT THIS OPTION TO BE AVAILABLE ON YOUR ACCOUNT.
      Additional procedures may apply. Please see "Transaction Procedures and
      Special Requirements."

      (b) and the following new item is added:

    o  You must meet the applicable minimum investment amount of the fund you
       are exchanging into, or exchange 100% of your Fund shares.

VII.  In the "By Phone" section of the chart under "How Do I Sell Shares?",

      (a) the first bulleted item is replaced with the following:

    o  If the request is $100,000 or less. Institutional accounts may exceed
       $100,000 by completing a separate agreement. Call Institutional Services
       to receive a copy.

      (b) and the third bulleted item is deleted.

VIII. Distribution option 3 in the section "What Distributions Might I
      Receive From the Fund? - Distribution Options" is replaced with the
      following:

      3. RECEIVE DISTRIBUTIONS IN CASH - You may receive dividends, or both
      dividend and capital gain distributions in cash. If you have the money
      sent to another person or to a checking or savings account, you may
      need a signature guarantee. If you send the money to a checking or
      savings account, please see "Electronic Fund Transfers" under
      "Services to Help You Manage Your Account."

IX.   Under "Transaction Procedures and Special Requirements,"

      (a) the section "Joint Accounts" is replaced with the following:

      JOINT ACCOUNTS. For accounts with more than one registered owner, the
      Fund accepts 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.

      Please keep in mind that if you have previously told us that you do not
      want telephone exchange or redemption privileges on your account, then
      we can only accept written instructions to exchange or redeem shares if
      they are signed by all registered owners on the account.

      (b) the reference to $50,000 in the section "Signature Guarantees" is
      replaced with $100,000.

      (c) the section "Trust Company Retirement Plan Accounts," found under
      "Telephone Transactions," is deleted.

      (d) and the section "Keeping Your Account Open" is replaced with the
      following:

      KEEPING YOUR ACCOUNT OPEN

      Due to the relatively high cost of maintaining a small account, we may
      close your account if the value of your shares is less than $250, or
      less than $50 for employee accounts. We will only do this if the value
      of your account fell below this amount because you voluntarily sold
      your shares and your account has been inactive (except for the
      reinvestment of distributions) for at least six months. Before we
      close your account, we will notify you and give you 30 days to
      increase the value of your account to $1,000, or $100 for employee
      accounts. These minimums do not apply to IRAs, accounts managed by the
      Franklin Templeton Group, the Franklin Templeton Profit Sharing 401(k)
      Plan, the series of Franklin Templeton Fund Allocator Series, or
      certain defined contribution plans that qualify to buy shares with no
      minimum initial investment requirement.

X.    Under "Services to Help You Manage Your Account,"

      (a) the second sentence in the section "Automatic Investment Plan" is
      replaced with the following:

      Under the plan, you can have money transferred automatically from your
      checking or savings account to the Fund each month to buy additional
      shares.

      (b) the second paragraph under "Systematic Withdrawal Plan" is replaced
      with the following:

      If you would like to establish a systematic withdrawal plan, please
      complete the systematic withdrawal plan section of the account
      application included with this prospectus and indicate how you would
      like to receive your payments. You may choose to direct your payments
      to buy the same class of shares of another Franklin Templeton Fund or
      have the money sent directly to you, to another person, or to a
      checking or savings account. If you choose to have the money sent to a
      checking or savings account, please see "Electronic Fund Transfers"
      below. Once your plan is established, any distributions paid by the
      Fund will be automatically reinvested in your account.

      (c) and the following new section is added after the section
      "Systematic Withdrawal Plan":

      ELECTRONIC FUND TRANSFERS

      You may choose to have dividend and capital gain distributions or
      payments under a systematic withdrawal plan sent directly to a
      checking or savings account. If the account is with a bank that is a
      member of the Automated Clearing House, the payments may be made
      automatically by electronic funds transfer. If you choose this option,
      please allow at least fifteen days for initial processing. We will
      send any payments made during that time to the address of record on
      your account.

XI.   In the "Useful Terms and Definitions" section, the definition of
      "Class I and Advisor Class" is replaced with the following:

      CLASS A AND ADVISOR CLASS - The fund offers two classes of shares,
      designated "Class A" and "Advisor Class." The two classes have
      proportionate interests in the fund's portfolio. They differ, however,
      primarily in their sales charge and expense structures.

              Please keep this supplement for future reference.



                       SUPPLEMENT DATED JANUARY 1, 1999
                TO THE STATEMENT OF ADDITIONAL INFORMATION OF
            FRANKLIN INVESTMENT GRADE INCOME FUND - ADVISOR CLASS
                            DATED FEBRUARY 1, 1998


The Statement of Additional Information is amended as follows:

I.     The Fund offers two classes of shares: Class A and Advisor Class.
      Before January 1, 1999, Class A shares were designated Class I. All
      references in the Statement of Additional Information to Class I shares
      are replaced with Class A.

II.    The first sentence in the section "Additional Information on
      Exchanging Shares," found under "How Do I Buy, Sell and Exchange
      Shares?", is replaced with the following:

      If you request the exchange of the total value of your account,
      declared but unpaid income dividends and capital gain distributions
      will be reinvested in the Fund and exchanged into the new fund at Net
      Asset Value when paid.


III. Under "Miscellaneous Information", the following is added:

      The Information Services & Technology division of Resources established
      a Year 2000 Project Team in 1996. This team has already begun making
      necessary software changes to help the computer systems that service
      the Fund and its shareholders to be Year 2000 compliant. After
      completing these modifications, comprehensive tests are conducted in
      one of Resources' U.S. test labs to verify their effectiveness.
      Resources continues to seek reasonable assurances from all major
      hardware, software or data-services suppliers that they will be Year
      2000 compliant on a timely basis. Resources is also beginning to
      develop a contingency plan, including identification of those mission
      critical systems for which it is practical to develop a contingency
      plan. However, in an operation as complex and geographically
      distributed as Resources' business, the alternatives to use of normal
      systems, especially mission critical systems, or supplies of
      electricity or long distance voice and data lines are limited.


              Please keep this supplement for future reference.







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