SUPPLEMENT TO THE PROSPECTUS
TEMPLETON STOCK FUND
PROSPECTUS DATED MAY 1, 1996
(AS SUPPLEMENTED SEPTEMBER 15, 1996)
On December 3, 1996, the Fund's Board of Trustees approved a new investment
management agreement (the "Proposed Agreement") between the Fund and its
investment manager, Templeton Investment Counsel, Inc. ("TICI"), subject to
shareholder approval. Shareholders of record as of the close of business on
December 9, 1996 are entitled to vote at the February 10, 1997 shareholders
meeting. The Proposed Agreement provides for an increase in the rate of the
investment management fee payable by the Fund to TICI as follows: 0.75% up to
$200 million, 0.675% up to $1.3 billion, and 0.60% over $1.3 billion (based on
average daily net assets of the Fund).
If approved by the shareholders, the Proposed Agreement would be effective on
May 1, 1997.
ANY INVESTMENTS IN THE FUND PRIOR TO MAY 1, 1997 WILL BE AFFECTED AFTER MAY 1,
1997 BY THE INCREASED INVESTMENT ADVISORY FEE IF THE PROPOSED AGREEMENT IS
APPROVED BY THE SHAREHOLDERS.
December 30, 1996
