FRANKLIN MUTUAL SERIES FUND INC
497, 2000-08-21
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o MS P-4

                       SUPPLEMENT DATED SEPTEMBER 1, 2000
                              TO THE PROSPECTUS OF

                        FRANKLIN MUTUAL SERIES FUND INC.
                                DATED MAY 1, 2000

The prospectus is amended as follows:

I. All references to Franklin  Templeton  Trust Company in this prospectus are
replaced with Franklin Templeton Bank & Trust.

II.  The  section  "Account  Application"  on page  61 is  replaced  with  the
following:

 ACCOUNT APPLICATION If you are opening a new account, please complete and sign
 the enclosed account application. Make sure you indicate the share class you
 have chosen. If you do not indicate a class, we will place your purchase in
 Class A shares. To save time, you can sign up now for services you may want on
 your account by completing the appropriate sections of the application (see
 "Investor Services" on page 62). For example, if you would like to link one of
 your bank accounts to your fund account so that you may use electronic fund
 transfers to and from your bank account to buy and sell shares, please complete
 the bank information section of the application. We will keep your bank
 information on file for future purchases and redemptions.

III. The following is added to the section "Buying shares" on page 61:

--------------------------------------------------------------------------------
[Insert graphic of phone]  If you have another         Before requesting a
BY PHONE                   Franklin Templeton account  telephone purchase,
                           with your bank account      please make sure we have
(Up to $100,000 per day)   information on file, you    your bank account
                           may open a new account by   information on file. If
1-800/632-2301             phone.                      we do not have this
                                                       information, you will
                           To make a same day          need to send written
                           investment, please call us  instructions with your
                           by 1:00 p.m. Pacific time   bank's name and address,
                           or the close of the New     a voided check or
                           York Stock Exchange,        savings account deposit
                           whichever is earlier.       slip, and a signature
                                                       guarantee if the
                                                       ownership of the bank
                                                       and fund accounts do not
                                                       have at least one common
                                                       owner.

                                                       To make a same day
                                                       investment, please call
                                                       us by 1:00 p.m. Pacific
                                                       time or the close of the
                                                       New York Stock Exchange,
                                                       whichever is earlier.
--------------------------------------------------------------------------------

IV.  The  section  "Telephone  Privileges"  on page 63 is  replaced  with  the
following:

 TELEPHONE PRIVILEGES You will automatically receive telephone privileges when
 you open your account, allowing you and your investment representative to buy,
 sell or exchange your shares and make certain other changes to your account by
 phone.

 For accounts with more than one registered owner, telephone privileges also
 allow the fund to accept 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. In addition, our telephone exchange privilege allows you to
 exchange shares by phone from a fund account requiring two or more signatures
 into an identically registered money fund account requiring only one signature
 for all transactions. This type of telephone exchange is available as long as
 you have telephone exchange privileges on your account.

 As long as we take certain measures to verify telephone requests, we will not
 be responsible for any losses that may occur from unauthorized requests. Of
 course, you can decline telephone purchase, exchange or redemption privileges
 on your account application.

V.  The last  paragraph  of the  "Exchange  Privilege"  section  on page 63 is
replaced with the following:

 Because excessive trading can hurt fund performance, operations and
 shareholders, each fund, effective November 1, 2000, reserves the right to
 revise or terminate the exchange privilege, limit the amount or number of
 exchanges, reject any exchange, or restrict or refuse purchases if (i) the fund
 or its manager believes the fund would be harmed or unable to invest
 effectively, or (ii) the fund receives or anticipates simultaneous orders that
 may significantly affect the fund (please see "Market Timers" on page 68).

VI. In the Selling  Shares table on page 66 the section "By  Electronic  Funds
Transfer (ACH)" is replaced with the following:

--------------------------------------------------------------------------------
[Insert graphic of three lightning    You can call or write to have redemption
bolts]                                proceeds sent to a bank account. See the
                                      policies above for selling shares by mail
BY ELECTRONIC FUNDS                   or phone.
TRANSFER (ACH)
                                      Before requesting to have redemption
                                      proceeds sent to a bank account, please
                                      make sure we have your bank account
                                      information on file. If we do not have
                                      this information, you will need to send
                                      written instructions with your bank's name
                                      and address, a voided check or savings
                                      account deposit slip, and a signature
                                      guarantee if the bank and fund accounts do
                                      not have at least one common owner.

                                      If we receive your request in proper form
                                      by 1:00 p.m. Pacific time, proceeds sent
                                      by ACH generally will be available within
                                      two to three business days.
--------------------------------------------------------------------------------

VII. The section "Market Timers" on page 68 is replaced with the following:

 MARKET TIMERS Each fund does not allow investments by Market Timers. You may be
 considered a Market Timer if you have (i) requested an exchange out of any of
 the Franklin Templeton funds within two weeks of an earlier exchange request
 out of any fund, or (ii) exchanged shares out of any of the Franklin Templeton
 funds more than twice within a rolling 90 day period, or (iii) otherwise seem
 to follow a market timing pattern that may adversely affect the fund. Accounts
 under common ownership or control with an account that is covered by (i), (ii),
 or (iii) are also subject to these limits.

VIII.  The first category in the section  "Additional  Policies" on page 68 is
revised to read:

 o  The funds may restrict or refuse any order to buy shares, including any
    purchase under the exchange privilege.



              Please keep this supplement for future reference.



O MS PZ-3

                       SUPPLEMENT DATED SEPTEMBER 1, 2000
                              TO THE PROSPECTUS OF

                  FRANKLIN MUTUAL SERIES FUND INC. - CLASS Z
                                DATED MAY 1, 2000

The prospectus is amended as follows:

I. All references to Franklin Templeton Trust Company in this prospectus are
replaced with Franklin Templeton Bank & Trust.

II. The section "Account Application" on page 49 is replaced with the
following:

ACCOUNT APPLICATION If you are opening a new account, please complete and sign
the enclosed account application. To save time, you can sign up now for services
you may want on your account by completing the appropriate sections of the
application (see "Investor Services" on page 50). For example, if you would like
to link one of your bank accounts to your fund account so that you may use
electronic fund transfers to and from your bank account to buy and sell shares,
please complete the bank information section of the application. We will keep
your bank information on file for future purchases and redemptions.

III. The "By Phone" section in the "Buying Shares" table on page 49 is
replaced with the following:

--------------------------------------------------------------------------------
[Insert graphic of phone]  If you have another         Before requesting a
BY PHONE                   Franklin Templeton account  telephone purchase,
                           with your bank account      please make sure we have
(Up to $100,000 per day)   information on file, you    your bank account
                           may open a new account by   information on file. If
1-800/632-2301 OR          phone.                      we do not have this
1-800/448-FUND                                         information, you will
                           To make a same day          need to send written
                           investment, please call us  instructions with your
                           by 1:00 p.m. Pacific time   bank's name and address,
                           or the close of the New     a voided check or
                           York Stock Exchange,        savings account deposit
                           whichever is earlier.       slip, and a signature
                                                       guarantee if the
                                                       ownership of the bank
                                                       and fund accounts do not
                                                       have at least one common
                                                       owner.

                                                       To make a same day
                                                       investment, please call
                                                       us by 1:00 p.m. Pacific
                                                       time or the close of the
                                                       New York Stock Exchange,
                                                       whichever is earlier.
--------------------------------------------------------------------------------

IV. The section "Telephone Privileges" on page 51 is replaced with the
following:

TELEPHONE PRIVILEGES You will automatically receive telephone privileges when
you open your account, allowing you and your investment representative to buy,
sell or exchange your shares and make certain other changes to your account by
phone.

For accounts with more than one registered owner, telephone privileges also
allow the fund to accept 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. In addition, our telephone exchange privilege allows you to
exchange shares by phone from a fund account requiring two or more signatures
into an identically registered money fund account requiring only one signature
for all transactions. This type of telephone exchange is available as long as
you have telephone exchange privileges on your account.

As long as we take certain measures to verify telephone requests, we will not be
responsible for any losses that may occur from unauthorized requests. Of course,
you can decline telephone purchase, exchange or redemption privileges on your
account application.

V. The last paragraph of the "Exchange Privilege" section on page 51 is
replaced with the following:

Because excessive trading can hurt fund performance, operations and
shareholders, each fund, effective November 1, 2000, reserves the right to
revise or terminate the exchange privilege, limit the amount or number of
exchanges, reject any exchange, or restrict or refuse purchases if (i) the fund
or its manager believes the fund would be harmed or unable to invest
effectively, or (ii) the fund receives or anticipates simultaneous orders that
may significantly affect the fund (please see "Market Timers" on page 56).

VI. In the Selling Shares table on page 54 the section "By Electronic Funds
Transfer (ACH)" is replaced with the following:

--------------------------------------------------------------------------------
[Insert graphic of three lightning    You can call or write to have redemption
bolts]                                proceeds sent to a bank account. See the
                                      policies above for selling shares by mail
BY ELECTRONIC FUNDS                   or phone.
TRANSFER (ACH)
                                      Before requesting to have redemption
                                      proceeds sent to a bank account, please
                                      make sure we have your bank account
                                      information on file. If we do not have
                                      this information, you will need to send
                                      written instructions with your bank's name
                                      and address, a voided check or savings
                                      account deposit slip, and a signature
                                      guarantee if the bank and fund accounts do
                                      not have at least one common owner.

                                      If we receive your request in proper form
                                      by 1:00 p.m. Pacific time, proceeds sent
                                      by ACH generally will be available within
                                      two to three business days.
--------------------------------------------------------------------------------

VII. The section "Market Timers" on page 56 is replaced with the following:

MARKET TIMERS Each fund does not allow investments by Market Timers. You may be
considered a Market Timer if you have (i) requested an exchange out of any of
the Franklin Templeton funds within two weeks of an earlier exchange request out
of any fund, or (ii) exchanged shares out of any of the Franklin Templeton funds
more than twice within a rolling 90 day period, or (iii) otherwise seem to
follow a market timing pattern that may adversely affect the fund. Accounts
under common ownership or control with an account that is covered by (i), (ii),
or (iii) are also subject to these limits.

VIII. The first category in the section "Additional Policies" on page 56 is
revised to read:

o The fund may restrict or refuse any order to buy shares, including any
  purchase under the exchange privilege.


               Please keep this supplement for future reference.





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