SUPPLEMENT TO THE PROSPECTUS
TEMPLETON STOCK FUND
PROSPECTUS DATED MAY 1, 1996
(AS SUPPLEMENTED SEPTEMBER 15, 1996)
At a special meeting held on February 10, 1997, the Fund's shareholders
approved a new investment management agreement (the "New Agreement") between the
Fund and its investment manager, Templeton Investment Counsel, Inc. ("TICI").
The New 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).
The New 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.
February 11, 1997
