FRANKLIN MANAGED TRUST
497, 1998-04-30
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                          SUPPLEMENT DATED MAY 11, 1998
                              TO THE PROSPECTUS OF
                     FRANKLIN CORPORATE QUALIFIED DIVIDEND FUND
                             DATED FEBRUARY 1, 1998

As of May  11,  1998,  the  Fund  is  closed  to new  investors.  If you  were a
shareholder  of  record  as of May 11,  1998,  you may  continue  to add to your
account with a minimum additional  investment of $5,000 or buy additional shares
through the reinvestment of dividend or capital gain distributions.

For  additional  investments  made  on  or  after  May  11,  1998,  by  existing
shareholders,  the Fund will waive its  front-end  sales  charge and  Contingent
Deferred Sales Charge.

This action is being taken while the Board of Trustees is studying a proposal to
liquidate the Fund. A decision on this is expected during the summer of 1998.


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