TEMPLETON FUNDS RETIREMENT ANNUITY SEPARATE ACCOUNT
497, 1996-11-20
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            STATEMENT OF ADDITIONAL INFORMATION TO THE PROSPECTUS
                                     FOR
                        TEMPLETON RETIREMENT ANNUITIES

                                  ISSUED BY
             TEMPLETON FUNDS RETIREMENT ANNUITY SEPARATE ACCOUNT
                                      OF
                       TEMPLETON FUNDS ANNUITY COMPANY
                              700 Central Avenue
                      St. Petersburg, Florida 33701-3628



                          Dated November 20, 1996






























     This Statement of Additional  Information is not a prospectus.  It provides
information  which is supplemental  to that contained in the current  Prospectus
for Templeton  Retirement  Annuities,  dated  November 20, 1996.  This Statement
should be read in  conjunction  with the  Prospectus,  which may be  obtained by
calling (800) 774-5001, or by writing Templeton Funds Annuity Company, P. O. Box
33030, St. Petersburg, Florida 33733-8030.


<PAGE>



                                  TABLE OF CONTENTS
                                                                          Page

Templeton Funds Annuity Company.........................................

Independent Accountants.................................................

Performance Information.................................................

Financial Information...................................................

Financial Statements--Templeton  Funds Retirement Annuity Separate Account

Financial Statements--Templeton Funds Annuity Company...................

                           TEMPLETON FUNDS ANNUITY COMPANY

      Templeton Funds Annuity Company (the "Company"),  the sponsor of Templeton
Funds Retirement Annuity Separate Account (the "Separate Account"), is a Florida
insurance  company  which was  organized  on January 25, 1984 and is licensed to
engage in the life insurance business in Florida. The Company is the underwriter
of Contracts pursuant to which Templeton Retirement Annuities are issued, and is
custodian of the assets of the Separate Account.  The Company is wholly owned by
Franklin Agency,  Inc. ("Franklin Agency") and is located at 700 Central Avenue,
St. Petersburg, Florida 33701-3628.  Franklin Agency is an affiliate of Franklin
Templeton Distributors, Inc. ("FTD"), a registered broker-dealer which serves as
principal  underwriter for all of the  publicly-distributed  open-end  Templeton
Funds.   Franklin  Agency,   FTD  and  Franklin   Templeton  Trust  Company  are
wholly-owned   subsidiaries  of  Franklin  Resources,   Inc.   ("Franklin"),   a
publicly-traded financial services company whose stock is listed on the New York
Stock  Exchange.  Franklin and its  affiliates  act as an investment  adviser to
several of the funds in the Franklin Templeton group of funds.

                               INDEPENDENT ACCOUNTANTS

      The firm of Coopers & Lybrand L.L.P. serves as independent accountants for
the Separate Account.

                               PERFORMANCE INFORMATION

      Performance  information  for the Separate  Account,  including  yield and
total return, may appear in advertisements,  reports, and promotional literature
to current or prospective Contractowners.

      Quotations  of  yield  for  the  Separate  Account  will be  based  on all
investment  income per Annuity Unit earned  during a particular  30-day  period,
less expenses accrued during the period ("net investment  income"),  and will be
computed by dividing net  investment  income by the value of the Annuity Unit on
the last day of the period, according to the following formula:

            YIELD = 2[((a - b/cd) / 1)6 - 1]

     where  a =   net investment income earned during  the  period  by the  Fund
                  attributable to shares owned by the Separate Account,
            b =   expenses accrued for the period (net of reimbursements),


<PAGE>



            c =   the average daily number of Annuity Units  outstanding during
                  the  period   that  were   entitled  to  receive dividends,
                  and
            d =   the maximum offering price per Annuity Unit on the last day of
                  the period.

      Quotations of average annual total return for the Separate Account will be
expressed  in  terms  of the  average  annual  compounded  rate of  return  of a
hypothetical  investment in an Annuity over a period of one, five, and ten years
(or, if less, up to the life of the Separate  Account),  calculated  pursuant to
the following formula: P(1 + T)n = ERV (where P = a hypothetical initial payment
of $1,000, T = the average annual total return, n = the number of years, and ERV
= the ending  redeemable  value of a  hypothetical  $1,000  payment  made at the
beginning of the period).  All total return figures reflect the deduction of the
Administration  Fee and the Mortality and Expense Risk Fee.  Quotations of total
return may  simultaneously  be shown for the same or other  periods  that do not
take into account certain contractual charges such as the Administration Fee.

      Performance  information  for the  Separate  Account may be  compared,  in
reports and  promotional  literature,  to the  Standard & Poor's 500 Stock Index
("S&P 500"), the Dow Jones Industrial  Average  ("DJIA"),  or other indices that
measure  performance  of a pertinent  group of securities so that  investors may
compare  the  Separate  Account's  results  with those of a group of  securities
widely  regarded by investors as  representative  of the  securities  markets in
general  or  representative  of  a  particular  type  of  security.  Performance
information  may also be  compared  to (i)  other  groups  of  variable  annuity
separate  accounts or other  investment  products  tracked by Lipper  Analytical
Services,  a widely used independent  research firm which ranks mutual funds and
other investment companies by overall performance,  investment  objectives,  and
assets,  or tracked by other  services,  companies,  publications or persons who
rank such investment  companies on overall  performance or other  criteria;  and
(ii) the Consumer Price Index (measure for inflation) to assess the real rate of
return  from an  investment  in an  Annuity.  Unmanaged  indices  may assume the
reinvestment   of  dividends  but  generally  do  not  reflect   deductions  for
administrative and management costs and expenses.

      Performance  information  for  the  Separate  Account  reflects  only  the
performance of a hypothetical  Contract, the assets of which are invested in the
Fund,  during a  particular  time  period on which the  calculations  are based.
Performance  information  should  be  considered  in  light  of  the  investment
objectives and policies of the Fund, and the market  conditions during the given
time period,  and should not be  considered as a  representation  of what may be
achieved in the future.

      Reports and  promotional  literature  may also contain  other  information
including the ranking of the Separate  Account derived from rankings of variable
annuity  separate  accounts  or other  investment  products  tracked  by  Lipper
Analytical  Services or by other rating services,  companies,  publications,  or
other persons who rank separate accounts or other investment products on overall
performance or other criteria.

      For the one- and five-year  periods ended  December 31, 1995,  and for the
period of February 16, 1988  (commencement  of operations) to December 31, 1995,
the  average  annual  total  return  of the  Separate  Account,  reflecting  the
deduction for the Administration Fee and the Mortality and Expense Risk Fee, was
24.12%, and 17.58%, and 13.25%, respectively.



<PAGE>



                                FINANCIAL INFORMATION

      The  financial  statements  of the Company  included in this  Statement of
Additional  Information  ("SAI")  should be  considered  only as  bearing on the
ability of the Company to meet its obligations under the Contracts.



<PAGE>

TEMPLETON FUNDS RETIREMENT ANNUITY SEPARATE ACCOUNT
Financial Statements


STATEMENT OF ASSETS AND LIABILITIES
December 31, 1995

Assets
         Investment in Templeton Variable Annuity Fund,
         at value (cost $8,458,143)
                                                            $11,264,697

         Receivable from Templeton Funds Annuity
         Company                                                 17,503

Net Assets                                                  $11,282,200

Net assets attributable to annuitants--Annuity reserves (Note 1)
                                                            $11,282,200





STATEMENT OF OPERATIONS
for the year ended December 31, 1995

Investment Income:
Income:
         Dividend distributions                              $110,058
         Capital gains distributions                          742,890

                  Total income                                852,948

Expenses:
         Periodic charge (Note 2)                             119,140

Net investment income                                         733,808

Realized and unrealized gain on investments:
         Net realized gain on investments
         Unrealized appreciation                              436,311
                                                            1,155,950

Net gain on investments                                     1,592,261

Net increase in net assets from operations                 $2,326,069







See Notes to Financial Statements

<PAGE>


STATEMENTS  OF CHANGES IN NET ASSETS for the years ended  December  31, 1995 and
1994
<TABLE> 
<CAPTION>
                                                                 1995               1994
<S>                                                       <C>              <C>
Increase (decrease) in net assets from operations:
  Net investment income
  Net realized gain on                                    $733,808         $340,663
   investments                                            436,311          469,901
  Unrealized appreciation
   (depreciation)                                         1,155,950        (1,356,713)


Net increase (decrease) in net assets from
operations                                                2,326,069        (546,149)

Annuity unit transactions:
  Proceeds from units sold                                228,833          350,411
  Annuity Payments                                        (1,368,267)      (1,274,550)
Increase in annuity reserves for mortality
experience (Note 1)                                       63,847           9,728

Net decrease in net assets derived from annuity
unit transactions
                                                          (1,075,587)      (914,411)

Total increase (decrease) in net assets
                                                          1,250,482        (1,460,560)

Net Assets:
  Beginning of year                                       10,031,718       11,492,278

  End of year                                             $11,282,200      $10,031,718

</TABLE>

See Notes to Financial Statements.

<PAGE>

               TEMPLETON FUNDS RETIREMENT ANNUITY SEPARATE ACCOUNT

                          Notes to Financial Statements


1.       Summary of Accounting Policies

The Templeton Funds Retirement Annuity Separate Account (the "Separate Account")
was  established  on February 4, 1987 by resolution of the Board of Directors of
Templeton  Funds Annuity  Company (the  "Company")  and is registered  under the
Investment  Company Act of 1940 as a unit investment trust. The Separate Account
is sold exclusively for use with the Templeton  Retirement Annuity, an immediate
variable  annuity  designed  for  distributing  the  benefits  of  tax  deferred
retirement  plans.  The Separate Account invests all its assets in the Templeton
Variable  Annuity Fund (the "Fund").  The following is a summary of  significant
accounting  policies  followed by the Separate Account in the preparation of its
financial statements.

A.       Valuation of Securities:

Investment  in shares of the Fund are  carried  in the  Statement  of Assets and
Liabilities at net asset value (market value).

B.       Dividends:

Dividend  income and capital  gain  distributions  are recorded as income on the
ex-dividend date and reinvested in additional shares of the Fund.

C.       Income Taxes:

Operations of the Separate Account form a part of the Company, which is taxed as
a life  insurance  company under the Internal  Revenue Code (the "Code").  Under
current  law, no federal  income  taxes are payable with respect to the Separate
Account.  Under the  principles  set forth in Internal  Revenue  Service  Ruling
81-225 and Section 817(h) of the Code and  regulations  thereunder,  the Company
understands  that it will be  treated  as owner of the  assets  invested  in the
Separate Account for federal income tax purposes,  with the result that earnings
and  gains,  if any,  derived  from  those  assets  will not be  included  in an
Annuitant's gross income until amounts are received pursuant to an Annuity.

D.       Annuity Reserves:

Annuity  reserves are computed  according to the 1983a Blended Unisex  Mortality
Table, with a 50% male/female content. The assumed interest rates are 9%, 7% and
3%. Charges to annuity  reserves for mortality  experience are reimbursed to the
Company  if the  reserves  required  are  less  than  originally  estimated.  If
additional reserves are required, the Company reimburses the Separate Account.

2.       Periodic Charge

The company assess a Periodic Charge against the Separate  Account,  equal on an
annual basis to 1.1% of Separate  Account assets.  The Periodic  Charge,  in the
following  amounts,  compensates the Company for expenses of  administering  the
Separate  Account and for assuming the risks that mortality  experience  will be
lower than the rate  assumed  and that  expenses  will be  greater  than what is
assumed:  0.3% of average  annual net  assets to cover  expenses,  0.3% to cover
expense  risk and 0.5% to cover  the  mortality  risk.  The  Periodic  Charge is
guaranteed as to Annuities  issued prior to the effective  date of any change in
the Periodic Charge.


<PAGE>

3.       Investment Transactions

During  the year ended  December  31,  1995,  purchases  and sales of  Templeton
Variable Annuity Fund shares aggregated $1,081,781 and $1,020,671  respectively.
Realized gains and losses are reported on an identified cost basis.

4.       Concentration of Credit Risk

Financial   instruments  which  potentially  subject  the  Separate  Account  to
concentrations  of credit risk consist of investments in the Templeton  Variable
Annuity  Fund.  The Fund's  investment  securities  are managed by  professional
investment managers within established  guidelines.  As of December 31, 1995, in
management's opinion, the Separate Account had no significant  concentrations of
credit risk.


<PAGE>

               TEMPLETON FUNDS RETIREMENT ANNUITY SEPARATE ACCOUNT

                        REPORT OF INDEPENDENT ACCOUNTANTS

The Participants of
Templeton Funds Retirement Annuity Separate Account

We have  audited  the  accompanying  statement  of  assets  and  liabilities  of
Templeton Funds Retirement Annuity Separate Account as of December 31, 1995, and
the related  statement of operations  for the year then ended and the statements
of changes in net assets for the years ended  December 31, 1995 and 1994.  These
financial   statements  are  the   responsibility  of  the  Separate   Account's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities  owned at December 31, 1995, by  correspondence  with
the  Templeton  Variable  Annuity  Fund.  An audit also  includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Templeton  Funds  Retirement
Annuity  Separate  Account  as of  December  31,  1995,  and the  results of its
operations  for the year then  ended and the  changes  in its net assets for the
years ended  December 31, 1995, and 1994 in conformity  with generally  accepted
accounting principles.

                                            COOPERS & LYBRAND L.L.P.

Tampa, Florida
February 9, 1996



<PAGE>

COOPERS & LYBRAND




REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors
Templeton Funds Annuity Company
St. Petersburg, Florida

We have  audited the  accompanying  balance  sheets of Templeton  Funds  Annuity
Company as of December 31, 1995 and 1994, and the related  statements of income,
stockholder's  equity and cash  flows for each of the three  years in the period
ended December 31, 1995. These financial  statements are the  responsibility  of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Templeton Funds Annuity Company
as of December 31, 1995 and 1994, and the results of its operations and its cash
flows for each of the three years in the period  ended  December  31,  1995,  in
conformity with generally accepted accounting principles.

As discussed in Note 1, effective January 1, 1994, the Company adopted Statement
of Financial Accounting Standards No. 115, Accounting for Certain Investments in
Debt and Equity Securities.

                                          /s/ COOPERS & LYBRAND, L.L.P.


Tampa, Florida
February 9, 1996

<PAGE>

TEMPLETON FUNDS ANNUITY COMPANY
BALANCE SHEETS
December 31, 1995 and 1994


            ASSETS                      1995                          1994

Cash and investments:
  Cash and cash equivalents         $ 1,153,899                   $   447,200
  Investments in securities          13,244,216                    12,121,344

                                     14,398,115                    12,568,544

Receivables:
  Interest                              242,920                       244,639
  Due from affiliates                    16,485                         6,756
  Other                                 120,589                       123,058
Refundable income taxes                       0                        39,786
Other assets                            293,132                       159,730
Recoverable on future annuity
  benefits liability                  3,825,883                       225,282
Assets held in separate
  accounts                           14,114,938                    12,566,130

                                   $ 33,012,062                  $ 25,933,925

                      LIABILITIES AND
                    STOCKHOLDER'S EQUITY

Liabilities:
 Accounts payable and accrued
           expenses                $   281,656                   $   234,575
 Due to affiliates                     152,302                       133,459
 Income taxes payable                   59,635                             0
 Deferred income taxes
          payable                      540,000                        76,000
 Liability for future annuity
          benefits                   3,825,883                       225,282
 Liabilities related to
          separate accounts         14,114,938                    12,566,130
          Total liabilities         18,974,414                    13,235,446

Stockholder's equity:
 Common stock, par value $1
          per share; authorized
          and issued
          2,500,000 shares           2,500,000                     2,500,000
 Additional paid-in capital          5,976,970                     5,976,970
 Unrealized investment gains
          (losses), net                741,192                      (48,535)
 Retained earnings                   4,819,486                     4,270,044
          Total stockholder's       14,037,648                    12,698,479
          equity
                                  $ 33,012,062                  $ 25,933,925


The accompanying notes are an integral part of these financial statements.

<PAGE>

TEMPLETON FUNDS ANNUITY COMPANY
STATEMENTS OF INCOME
for the years ended December 31, 1995, 1994, and 1993
<TABLE>
<CAPTION>

                                                    1995                         1994                          1993
<S>                                          <C>                         <C>                          <C>
Revenue:

   Premiums and annuity
       considerations                        $ 3,905,740                   $2,383,931                   $ 1,408,228

   Business management fees                    1,393,325                    1,024,304                       584,766

   Interest and dividends                        894,563                      831,367                       806,120



                                              $6,193,628                   $4,239,602                    $2,799,114



Benefits and expenses:

   Salaries and other
       compensation costs                        707,290                      631,375                       393,894

   Annuity and death benefits                  1,820,940                    1,432,045                     1,231,016

   Increase in liability for
       future annuity benefits                 1,992,025                      777,619                        35,650

   Professional fees                             136,709                      213,521                       251,577

   Other                                         783,776                      578,203                       390,917


                                               5,440,740                    3,632,763                     2,303,054



Income before income taxes
and realized gains on sales of
investments                                      752,888                      606,839                      496,060


Realized gains on sales of
investments                                       65,475                      156,427                      499,435


Income before taxes                              818,363                      763,266                      995,495


Income taxes (credits)

   Current                                       303,921                      240,140                      395,836

   Deferred                                     (35,000)                      (46,000)                     (37,000)

                                                 268,921                      194,140                      358,836

             Net Income                          549,442                      569,126                      636,659

</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE>

TEMPLETON FUNDS ANNUITY COMPANY
STATEMENT OF STOCKHOLDER'S EQUITY
for the years ended December 31, 1995, 1994, and 1993
<TABLE>
<S>                                <C>            <C>                     <C>                <C>                   <C>
                                                                                               Unrealized
                                                                          Additional           Investment
                                         Common   Stock                     Paid-in              Gains              Retained
                                         Shares        Amount               Capital          (Losses), Net          Earnings

Balance, December
   31, 1992                         $ 2,500,000          $ 2,500,000         $ 5,976,970            $ 738,888         $ 3,064,259

Net income                                    0                    0                   0                    0             636,659

Increase in
   unrealized
   investment gains,
   net of deferred
   taxes of $127,000                          0                    0                   0              209,821                   0

Balance, December
   31, 1993                           2,500,000            2,500,000           5,976,970              948,709           3,700,918

Net income                                    0                    0                   0                    0             569,126

Increase in
   unrealized
   investment (losses)
   net of deferred
   taxes of $602,000                          0                    0                   0            (997,244)                   0

Balance, December
   31, 1994                           2,500,000            2,500,000           5,976,970             (48,535)           4,270,044

Net income                                    0                    0                   0                    0             549,442

Increase in
   unrealized
   investment gains,
   net of deferred
   taxes of $499,000                          0                    0                   0              789,727                   0

Balance, December
   31, 1995                           2,500,000            2,500,000           5,976,970            $ 741,192          $4,819,486

</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE>

TEMPLETON FUNDS ANNUITY COMPANY
STATEMENTS OF CASH FLOWS
for the years ended December 31, 1995, 1994 and 1993
<TABLE>
<S>                                                  <C>                  <C>                  <C>

                                                      1995                1994                 1993
Cash flows from operating activities:
   Net income                                           $ 549,422           $ 569,126            $ 636,659
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
   Realized gains on sales of
      investments                                        (65,475)           (156,427)            (499,435)
   Amortization of premium on
      investments                                          60,270              60,270               60,270
   Accretion of discount on
      investments                                        (78,183)            (52,704)             (25,897)
   Deferred income taxes                                 (35,000)            (46,000)             (37,000)
   Change in asset and liability
      accounts:
      Receivables                                         (5,541)            (36,483)             (51,286)
      Refundable income taxes                              39,786            (39,786)               67,000
      Accounts payable, accrues
         expenses and due to affiliates                    65,924             132,010               89,929
   Income taxes payable                                    59,635            (58,210)               58,210
      Net cash provided by operating                      590,858             371,796              298,450
      activities
Cash flows from investing activities:
   Purchases of investments                           (1,786,586)         (3,522,594)          (2,612,046)
   Proceeds on sales and maturities of
      investments                                       2,035,829           3,097,767            2,352,910
   Increase in other assets                             (133,402)            (80,423)             (23,358)
      Net cash provided by (used in)
      investing activities                                115,841           (505,250)            (282,494)
Net increase (decrease) in cash and
cash equivalents                                          706,699           (133,454)               15,956
Cash and cash equivalents:
   Beginning of year                                      447,200             580,654              564,698
   End of year                                        $ 1,153,899           $ 447,200             $580,654
Supplemental disclosure of cash flow information:
   Income taxes paid during the year                    $ 204,499           $ 338,136            $ 270,626

</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE>

TEMPLETON FUNDS ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS


1.       NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES:

NATURE OF BUSINESS - Templeton  Funds Annuity  Company (the Company) is a wholly
owned subsidiary of Templeton Global Investors,  Inc. (TGII).  Prior to December
1,  1993,  the  Company  was  a  wholly  owned  subsidiary  of  Templeton  Funds
Management,  Inc.  (TFM).  On December 1, 1993,  all of the Company's  stock was
transferred  to TGII by  dividend.  On  October  30,  1992,  as part of a merger
agreement between TGII's parent and Franklin  Resources,  Inc.  (Franklin),  the
stock of TGII was sold to  Franklin.  As a result  of the  merger,  the  Company
became an indirect  wholly owned  subsidiary  of  Franklin.  On January 1, 1996,
ownership of the Company was transferred to Franklin Agency, Inc.

The Company operates as a life insurance enterprise,  with its principal product
being variable annuity  contracts sold to participants  throughout the 39 states
and the District of Columbia  where it is licensed to do  business.  The Company
has established the Templeton Funds Retirement  Annuity Separate Account and the
Templeton  Immediate Variable Annuity Separate Account (the Separate  Accounts),
which  are  registered  with the  Securities  and  Exchange  Commission  as unit
investment  trusts.  The Separate  Accounts  constitute  separate records of the
Company's  fiduciary  responsibility  to fund its  liability  to  holders of the
variable annuity contracts.  Investment income, gains and losses of the separate
accounts are not reflected in the Company's financial statements. The Company is
also engaged in certain reinsurance activities as described in Note 4.

A summary of the Company's significant accounting policies follows:

BASIS OF PRESENTATION - The  accompanying  financial  statements are prepared in
accordance with generally accepted accounting  principles,  which differ in some
respects with accounting practices prescribed by the Insurance Department of the
State of Florida.  The more significant  differences are as follows:  (a) policy
reserves are not computed on "surplus  relief"  contracts  which do not transfer
substantial risk to the Company, (b) unrealized  investment gains and losses are
reported as a separate  component of stockholder's  equity,  (c) deferred income
taxes are recognized, and (d) deferral of policy acquisition costs.

The preparation of financial  statements in conformity  with generally  accepted
accounting  principles  requires the Company to use  estimates  and  assumptions
based on analytical methods in determining deferred acquisition costs,  deferred
income  taxes,  liabilities  for future  annuity  benefits,  and  various  other
accruals. Actual results could differ from those estimates.

STATEMENTS OF CASH FLOWS - For purposes of statement of cash flows,  the Company
considers  all debt  instruments  which have a maturity of three  months or less
from the date of purchase and other highly liquid  investments which are readily
convertible  into cash to be cash  equivalents.  Cash  equivalents are stated at
cost, which approximates value.

VALUATION OF  SECURITIES - Effective  January 1, 1994,  the Company  adopted the
provisions  of  Statement of Financial  Accounting  Standards  No. 115 (SFAS No.
115),  Accounting for Certain  Investments in Debt and Equity  Securities,  that
addresses the  accounting  and reporting for  investments  in marketable  equity
securities  and for all  investments in debt  securities.  SFAS No. 115 requires
investments in debt and marketable  equity  securities to be classified in three
categories and accounted for as follows: held to maturity (recorded at amortized
cost),  available  for sale  (recorded at fair value with  unrealized  gains and
losses reported as a separate  component of stockholder's  equity),  and trading
securities  (recorded at fair value with unrealized gains and losses included in
earnings). As investments in securities were previously stated at value and were

<PAGE>

deemed to be available for sale, there was no cumulative effect of adopting SFAS
No. 115. The cost of investments sold is determined by specific identification.

SEPARATE  ACCOUNTS - The assets of the  Separate  Accounts  are stated at market
value  and are not  subject  to claims  which  may  arise out of other  business
activities of the Company.  Investment  income and  investment  gains and losses
related to the assets of the Separate  Accounts  accrue directly to the contract
holders.

Annuity  reserves  held in the Separate  Accounts are computed  according to the
1983a Blended Unisex Mortality Table with a 50% male/female content. The assumed
interest rates are 9%, 7%, 5%, and 3%. Changes to annuity reserves for mortality
experience are reimbursed to the Company if the reserves  required are less than
originally  estimated.   If  additional  reserves  are  required,   the  Company
reimburses the Separate Accounts.

RECOVERABLE ON FUTURE ANNUITY BENEFITS  LIABILITY - This recoverable  represents
assets held by the ceding  insurance  company  for  holders of variable  annuity
contracts issued under a modified coinsurance agreement described in Note 4.

DEFERRED  POLICY  ACQUISITION  COSTS - The  costs  of  acquiring  new  business,
principally first-year commissions,  have been deferred. These acquisition costs
are being  amortized in proportion to the present value of expected future gross
profits.  Unamortized deferred  acquisition costs of approximately  $239,000 and
$117,000   are  included  in  other  assets  at  December  31,  1995  and  1994,
respectively.

LIABILITY  FOR FUTURE  ANNUITY  BENEFITS  - The  liability  for  future  annuity
benefits  represents  annuity  reserves the Company has assumed under a modified
coinsurance  agreement  described  in  Note 4.  Annuity  reserves  are  computed
according to the 1983a Blended  Unisex  Mortality  Table with a 50%  male/female
content. The assumed interest rates are 5% and 3%.

REVENUES - Premiums and annuity considerations are recognized when due. Business
management fees are recorded as revenue when earned.  Interest and dividends are
recognized on the accrual basis.

INCOME TAXES - Deferred income taxes are provided on temporary differences which
represent the differences  between the tax bases of unrealized  investment gains
and losses,  and death and surrender  benefits and reserves for policy  benefits
and the amounts at which these items are  reported in the  financial  statements
using the enacted marginal tax rate.  Deferred income tax expense or credits are
based on changes in the asset or liability  from period to period.  Deferred tax
amounts are adjusted to reflect changes in tax rates or other  provisions of tax
law in the period in which a new tax law is enacted.

RECLASSIFICATION  - Certain  amounts in the 1993 and 1994  financial  statements
have been reclassified to conform with the presentation adopted in 1995.

<PAGE>

2. INVESTMENTS IN SECURITIES:

Investments  in securities  available for sale at December 31, 1995 and 1994 are
as follows:
<TABLE>
<S>                                          <C>                  <C>                  <C>                  <C>

                                                                     1995
                                              Amortized              Gross               Gross              Estimated
                                                 Cost             Unrealized           Unrealized            Market
                                                                     Gains               Losses               Value
U.S. Treasury securities                          $7,472,066          $1,202,345                  $ 0          $8,674,411
Convertible debentures                             3,312,409             132,281              138,190           3,306,500
Municipal bonds                                    1,248,549              14,756                    0           1,263,305
                                                 $12,033,024          $1,349,382           $  138,190         $13,244,216


                                                                     1994
                                              Amortized              Gross               Gross              Estimated
                                                 Cost             Unrealized           Unrealized            Market
                                                                     Gains               Losses               Value
U.S. Treasury securities                          $7,533,934          $  402,127           $  128,397          $7,807,664
Convertible debentures                             3,416,948              30,005              329,828           3,117,125
Municipal bonds                                    1,247,997                   0               51,442           1,196,555
                                                 $12,198,879          $  432,132           $  509,667         $12,121,344

</TABLE>

     The  cost  and  market  value  of  investments  at  December  31,  1995  by
contractual  maturity  are shown  below.  Expected  maturities  will differ from
contractual  maturities  because  borrowers may have the right to call or prepay
certain of these obligations.

                                            Amortized              Market
                                               Cost                Value
Due in one year or less                 $     995,778       $     995,778
Due after one year through five years       4,648,092           4,880,234
Due after five years through ten years      2,351,506           2,484,220
Due after ten years                         4,037,648           4,883,984
                                        $  12,033,024                   $
                                                               13,244,216


Gross realized  investment  gains were $71,277,  $173,802 and $508,922 and gross
realized  investment  losses were $6,633,  $17,375 and $9,487 for 1995, 1994 and
1993, respectively.

At December 31, 1995 and 1994,  securities with a market value of $4,038,333 and
$4,858,214  have  been  pledged  as  collateral  in  connection  with  the  bulk
reinsurance  contract  referred to in Notes 1 and 4 and in accordance with state
insurance laws for the protection of the Company's policyholders and creditors.

3.       RELATED PARTY TRANSACTIONS:

The Company provides  business  management  services to certain Templeton mutual
funds.  Total business  management  fee revenue for these  services  amounted to
$1,393,325,  $1,024,304,  and $584,766 in 1995,  1994,  and 1993,  respectively.
Expenses  related to business  management  services  provided by TFM and TGII of
$297,680,  $216,664,  and $120,833 in 1995,  1994, and 1993,  respectively,  are
included in other expenses in the accompanying financial statements.

The Company  shares  office  space,  personnel  and other common  administrative
expenses with its

<PAGE>

parent  and  affiliated  companies.  Rent is  allocated  on the  basis of square
footage utilized;  administrative and shared expenses are allocated on the basis
of the number of  employees.  Total rental and  administrative  cost amounted to
$114,208, $54,693 and $21,399 in 1995, 1994 and 1993, respectively.

The Company also provides group term life insurance coverage on the employees of
certain affiliated  companies.  The Company reinsures a portion of its risk with
another  company.  Net  premiums  from group  term life  insurance  amounted  to
$63,118, $44,997 and $35,172 in 1995, 1994 and 1993, respectively.

4.       REINSURANCE:

The Company has assumed a portion of risk  associated  with specified  insurance
policies written by the ceding company under a bulk reinsurance agreement, which
is in substance a surplus relief contract.  The Company has retroceded a portion
of its assumed  risk,  and has  structured  the  agreement  so that its net risk
decreases  annually to zero over a ten-year  period.  The Company has determined
that its risk of material  loss under the bulk  reinsurance  agreement is remote
and,  accordingly,  accounts for the  contracts as  financing  transactions  and
provides no reserves.

Effective  July  1,  1994,  the  Company  entered  into a  modified  coinsurance
agreement,  whereby  the  Company  assumes a 50% quota  share of single  premium
immediate variable annuity contracts issued by the ceding company.

The  Company  has also  ceded a portion  of its risk  related to group term life
insurance coverage provided to employees of certain affiliated companies.

An analysis  of the impact of  reinsurance  on the  Company's  operations  is as
follows:

                                      1995          1994          1993

Direct premiums and annuity
considerations                      $  576,926    $2,187,478   $1,431,413

Assumed premiums and annuity
considerations                       3,368,921       227,585            0

Ceded reinsurance premiums and
annuity considerations
                                      (40,107)      (31,132)     (23,185)

Premiums and annuity considerations
                                    $3,905,740    $2,383,931   $1,408,228



The  Company  is  contingently  liable  for  reinsurance  ceded  to  reinsurance
companies  in the  event  such  reinsurance  companies  are  unable to pay their
portion of the claims.  The Company  evaluates  the  financial  condition of its
reinsurers  and  monitors  concentrations  of credit risk  arising  from similar
geographic regions, activities or economic characteristics of the reinsurance to
minimize exposure to significant losses from reinsurer insolvencies. At December
31, 1995,  the Company does not believe there to be a significant  concentration
of credit risk related to its reinsurance program.

<PAGE>

5.       EMPLOYEE RETIREMENT PLAN:

The  Company's  parent  has a  defined  contribution  retirement  plan  covering
substantially all of the Company's employees.  The Company's contribution to the
plan for the years ended December 31, 1995,  1994 and 1993 was $65,070,  $83,632
and $42,935, respectively.

6.       INCOME TAXES:

The  provisions  for federal and state income taxes for the years ended December
31, 1995, 1994 and 1993 are as follows:


                       1995               1994                1993

Federal            $  232,441         $  154,240          $  307,472

State                  36,480             39,900              51,364

                   $  268,921         $  194,140          $  358,836



Income tax expense is less than the expected  statutory  rate due to the benefit
of Alternative Minimum Tax credits and tax-exempt interest.

Deferred income tax credits reflected in the statement of income arise primarily
from death and surrender  benefits,  and the net decrease in reserves  under the
reinsurance and retrocession agreements.

At December 31, 1995 and 1994, the tax effects of temporary differences resulted
in net deferred tax payables of $540,000 and $76,000, respectively,  computed as
follows:


                                                      1995           1994

Reserves under reinsurance and
      retrocession agreements,
      net of death and surrender
      benefits                                    $   79,000     $  113,000

Unrealized gains and (losses) on investments
                                                     470,000        (29,000)

Deferred bonuses                                     (9,000)         (8,000)

                                                  $  540,000     $   76,000



7.       STATUTORY FINANCIAL INFORMATION:

The consolidated  financial  statements of the Company included herein have been
prepared in conformity with generally accepted accounting principles (GAAP). The
company separately  reports to the Insurance  Department of the State of Florida
on the basis of statutory accounting practices. <PAGE>

A reconciliation  between  consolidated GAAP stockholder's  equity and statutory
capital and surplus of the Company follows:

                                             1995          1994


Stockholder's equity (GAAP)            $ 14,037,648   $ 12,698,479

Less certain asset exclusions:
      Deferred policy acquisition
        costs                             (239,032)      (116,891)
      Prepaid expenses                     (54,100)       (42,839)
                                          (293,132)      (159,730)

Statutory investment reserves             (345,980)      (310,015)
GAAP accounting rules:
      Income taxes (FAS 109)                540,000         76,000
      Reinsurance (FAS 113)               (199,250)      (298,885)
      Investments (FAS 115)             (1,211,192)         77,535
Other                                       (7,190)        (6,782)

Statutory capital and surplus           $12,520,904    $12,076,602



Results of the Company's operations for the years ended December 31, 1995, 1994,
and 1993 reconciled to a statutory basis are as follows:


                                      1995           1994           1993

GAAP net income                     $549,442       $569,126       $636,659

Deferred policy acquisition costs
                                   (122,141)       (82,975)       (24,082)

Statutory investment reserves
                                    (23,180)       (14,572)      (238,338)

GAAP accounting rules:

         Income taxes (FAS 109)     (35,000)       (46,000)       (37,000)
         Reinsurance (FAS 113)        99,633         99,614         89,808

Other                                  (407)         11,301         24,903

Statutory net income                $468,347       $536,494       $451,950



Payments of cash  dividends  are subject to  restrictions  relating to statutory
surplus  and are  limited  to an  amount  equal to or less than the  greater  of
statutory net operating  profits or realized  capital gains for the  immediately
preceding calendar year, among other restrictions.

8.       CONCENTRATIONS OF CREDIT RISK:

Financial  instruments which potentially subject the Company to concentration of
credit risk consist  primarily of cash and cash equivalents and separate account
assets.  The  Company  maintains  its  cash and cash  equivalents  with  what it
believes to be high credit quality financial institutions.

Separate account assets principally consist of investments in Templeton Variable
Annuity  Fund,  an open-end  diversified  management  investment  company  whose
investments are managed by professional  investment  managers within established
guidelines.  As of December 31, 1995, in management's opinion the Company has no
concentration of credit risk.





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