SUPPLEMENT TO THE PROSPECTUS
PROSPECTUS DATED MAY 1, 1996
TEMPLETON STOCK FUND
TEMPLETON ASSET ALLOCATION FUND
At a special meeting held on February 10, 1997, the shareholder of Templeton
Stock Fund and Templeton Asset Allocation Fund (the "Funds"), respectively,
approved new investment management agreements (the "New Agreements") between
each Fund and its investment manager, Templeton Investment Counsel, Inc. ("TICI.
The New Agreements provide for an increase in the rate of the investment
management fee payable by each Fund to TICI as follows: Templeton Stock Fund,
0.75% up to $200 million, 0.675% up to $1.3 billion, and 0.60% over $1.3
billion; Templeton Asset Allocation Fund, .65% up to $200 million, .585% up to
$1.3 billion, and .52% over $1.3 billion (based on average daily net assets of
each Fund).
The New Agreements would be effective on May 1, 1997.
ANY INVESTMENTS IN THE FUNDS PRIOR TO MAY 1, 1997 WILL BE AFFECTED AFTER MAY 1,
1997 BY THE INCREASED INVESTMENT ADVISORY FEE.
February 11, 1997
