FRANKLIN MANAGED TRUST
497, 1998-07-31
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o158 STK SAI 1

                         SUPPLEMENT DATED AUGUST 3, 1998
                   TO THE STATEMENT OF ADDITIONAL INFORMATION OF
                             FRANKLIN MANAGED TRUST
                             DATED FEBRUARY 1, 1998

The Statement of Additional Information is amended as follows:

I. On June 23, 1998,  the Board  approved a proposal to dissolve  the  Corporate
Qualified  Fund. On July 15, 1998, the Corporate  Qualified Fund  liquidated its
assets and distributed its net assets to fund shareholders.

II.  The  following  replaces  the Class I  performance  figures  for the Rising
Dividends  Fund in the  applicable  sections  under  "How Does the Fund  Measure
Performance?"  The  figures  below  have been  restated  to  reflect  the Fund's
current, maximum 5.75% initial sales charge.

TOTAL RETURN

The average  annual  total  return for Class I for the one-,  five- and ten-year
periods ended September 30, 1997, was 35.82%, 13.65% and 12.61%, respectively.

The cumulative total return for Class I for the one-, five- and ten-year periods
ended September 30, 1997, was 35.82%, 89.61% and 227.79%, respectively.

YIELD

The yield for Class I for the 30-day period ended September 30, 1997, was 0.54%.

CURRENT DISTRIBUTION RATE

The current  distribution rate for Class I for the 30-day period ended September
30, 1997, was 0.45%.

III. The following replaces the definition of "Offering Price" under the section
"Useful Terms and Definitions":

OFFERING  PRICE - The public  offering price is based on the Net Asset Value per
share of the  class  and  includes  the  front-end  sales  charge.  The  maximum
front-end  sales charge is 4.25% for the  Investment  Grade Fund. For the Rising
Dividends  Fund, the maximum  front-end sales charge is 5.75% for Class I and 1%
for Class II.

                                       ******

                 Please keep this supplement for future reference.



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