101 STKP2
SUPPLEMENT DATED APRIL 21, 1998
TO THE PROSPECTUS OF
Templeton Growth Fund, Inc.
dated January 1, 1998
The prospectus is amended as follows:
I. The following paragraph is added to the end of the section "Group Purchases -
Class I Only" found under "How Do I Buy Shares? - Sales Charge Reductions and
Waivers": A qualified group does not include a 403(b) plan that only allows
salary deferral contributions. 403(b) plans that only allow salary deferral
contributions and that purchased Class I shares of the Fund at a reduced sales
charge under the group purchase privilege before February 1, 1998, however, may
continue to do so.
II. The following new category 7 is added to the list of sales charge waiver
categories in the section "Sales Charge Waivers" under "How Do I Buy Shares? -
Sales Charge Reductions and Waivers" :
7. Tender proceeds from the Templeton Vietnam Opportunities Fund, Inc. if you
have directed the proceed to be invested in the Fund under the terms of the
"Offer to Purchase" dated December 19, 1997
III. The section "Retirement Plans," found under "How Do I Buy Shares? - Sales
Charge Reductions and Waivers," is replaced in its entirety with the following:
Retirement Plans. Retirement plans that (i) are sponsored by an employer with
at least 100 employees, or (ii) have plan assets of $1 million or more, or
(iii) agree to invest at least $500,000 in the Franklin Templeton Funds over a
13 month period may buy Class I shares without a front-end sales charge.
Retirement plans that are not Qualified Retirement Plans, SIMPLEs or SEPs must
also meet the requirements described under "Group Purchases - Class I Only"
above to be able to buy Class I shares without a front-end sales charge. We
may enter into a special arrangement with a Securities Dealer, based on
criteria established by the Fund, to add together certain small Qualified
Retirement Plan accounts for the purpose of meeting these requirements. For
retirement plan accounts opened on or after May 1, 1997, a Contingent Deferred
Sales Charge may apply if the retirement plan is transferred out of the
Franklin Templeton Funds or terminated within 365 days of the retirement plan
account's initial purchase in the Franklin Templeton Funds. Please see "How Do
I Sell Shares? - Contingent Deferred Sales Charge" for details. Any retirement
plan that does not meet the requirements to buy Class I shares without a
front-end sales charge and that was a shareholder of the Fund on or before
February 1, 1995, may buy shares of the Fund subject to a maximum sales charge
of 4% of the Offering Price, 3.2% of which will be retained by Securities
Dealers.
IV. The sections "Contingent Deferred Sales Charge - Class I" and "Contingent
Deferred Sales Charge - Class II," found under "May I Exchange Shares for Shares
of Another Fund? - Will Sales Charges Apply to My Exchange?", are replaced with
the following:
Contingent Deferred Sales Charge. For accounts with shares subject to a
Contingent Deferred Sales Charge, we will first exchange any shares in your
account that are not subject to the charge. If there are not enough of these
to meet your exchange request, we will exchange shares subject to the charge
in the order they were purchased. If you exchange Class I shares into one of
our money funds, the time your shares are held in that fund will not count
towards the completion of any Contingency Period. If you exchange your Class
II shares for shares of Money Fund II, however, the time your shares are held
in that fund will count towards the completion of any Contingency Period.
V. The following replaces the second paragraph under "How Do I Sell Shares? -
Contingent Deferred Sales Charge": Certain retirement plan accounts opened on or
after May 1, 1997, and that qualify to buy Class I shares without a front-end
sales charge may also be subject to a Contingent Deferred Sales Charge if the
retirement plan is transferred out of the Franklin Templeton Funds or terminated
within 365 days of the account's initial purchase in the Franklin Templeton
Funds.
VI. The following definitions are revised or added, as applicable, to the
"Useful Terms and Definitions" section: Contingency Period - For Class I shares,
the 12 month period during which a Contingent Deferred Sales Charge may apply.
For Class II shares, the contingency period is 18 months. The holding period
begins on the day you buy your shares. For example, if you buy shares on the
18th of the month, they will age one month on the 18th day of the next month and
each following month. SIMPLE (Savings Incentive Match Plan for Employees) - An
employer sponsored salary deferral plan established under section 408(p) of the
Code.
