FRANKLIN VALUEMARK FUNDS
497, 1998-08-20
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                        SUPPLEMENT DATED AUGUST 17, 1998

                       TO THE PROSPECTUS DATED MAY 1, 1998

                                       OF

                           FRANKLIN VALUEMARK(R) FUNDS


THE SECTION "MANAGEMENT" IN THE PROSPECTUS IS AMENDED BY:

1) Restating certain Portfolios' "Management and Portfolio  Administration Fees"
in the subsection  "Managers" as indicated below.  The Portfolio  Administration
Fees for these Portfolios were inadvertently not included under "1997 Management
and Portfolio  Administration Fees," but were reflected in "1997 Total Operating
Expenses." Accordingly, these portfolios' "1997 Total Operating Expenses" remain
the same as in the May 1, 1998 prospectus.

                                          1997 MANAGEMENT            1997 TOTAL
- --------------------------------------------------------------------------------
                                           AND PORTFOLIO              OPERATING
 PORTFOLIO (EXCEPT NEW PORTFOLIOS)         ADMINISTRATION FEES
                                                                      EXPENSES
 Mutual Discovery Securities Fund                .95%*                   1.06%
 Mutual Shares Securities Fund                   .75%*                    .80%
 Templeton Global Asset Allocation Fund          .80%*                    .94%
 Templeton International Smaller Companies Fund 1.00%*                   1.06%
 *Includes a .15% Administration Fee which is a direct expense of the Portfolio.

2) Adding the following sentence:

 Franklin Advisers, Inc. and Franklin Templeton Services, Inc. have agreed in
 advance to waive or limit their Management and Fund Administration Fees and to
 assume as their own expense certain expenses otherwise payable by the Global
 Health Care Securities Fund and Value Securities Fund as necessary so that
 through at least December 31, 1998, the total expenses of each portfolio do not
 exceed 1.00% of its average net assets.

3) Replacing the  discussion  under  "Portfolio  Operations"  for the Portfolios
listed with the following:

 GLOBAL HEALTH CARE SECURITIES FUND
 Kurt von Emster
 Evan McCulloch
 Rupert H. Johnson, Jr.

 GLOBAL UTILITIES SECURITIES FUND
 (FORMERLY UTILITY EQUITY FUND)
 Sally Edwards-Haff
 Ian Link

 TEMPLETON GLOBAL INCOME SECURITIES FUND
 Thomas J. Dickson
 Neil S. Devlin
 Thomas Latta

 TEMPLETON INTERNATIONAL SMALLER COMPANIES FUND
 Simon Rudolph
 Peter A. Nori
 Juan J. Benito

 MUTUAL DISCOVERY SECURITIES AND
 MUTUAL SHARES SECURITIES FUNDS
 Michael F. Price
 Peter A. Langerman
 Jeffrey A. Altman
 Robert L. Friedman
 Raymond Garea
 Lawrence N. Sondike
 David E. Marcus
 David J. Winters

4)  Changing  or  adding  the   following   to  the   subsection   "Biographical
Information":

 Jeffrey A. Altman
 Senior Vice President
 Franklin Mutual Advisers, Inc.

Mr.  Altman has a Bachelor  of Science  degree from  Tulane  University.  Before
October 1996, Mr. Altman was employed as a research analyst and trader for Heine
Securities Corporation, the predecessor of Franklin Mutual. He has been with the
Franklin  Templeton  Group  since  November  1996  and has  managed  the  Mutual
Discovery and Mutual Shares Funds from inception.

 Robert L. Friedman
 Senior Vice President
 Franklin Mutual Advisers, Inc.

Mr.  Friedman has a Bachelor of Arts degree in Humanities from the Johns Hopkins
University  and a Masters in Business  Administration  from the Wharton  School,
University of  Pennsylvania.  Before  November 1996, Mr. Friedman was a research
analyst for Heine Securities Corporation, the predecessor of Franklin Mutual. He
has been with the Franklin  Templeton  Group since November 1996 and has managed
the Mutual  Discovery  and Mutual  Shares Funds from  inception.  On November 1,
1998, Mr. Friedman will become Chief Investment Officer of Franklin Mutual.

 Raymond Garea
 Senior Vice President
 Franklin Mutual Advisers, Inc.

Mr. Garea has a Bachelor of Science degree in Engineering from Case Institute of
Technology  and a Masters in  Business  Administration  from the  University  of
Michigan.  Before November 1996, he was a research  analyst for Heine Securities
Corporation,  the predecessor of Franklin Mutual.  He has been with the Franklin
Templeton  Group since  November  1996 and has managed the Mutual  Discovery and
Mutual Shares Funds from inception.

 Peter A. Langerman
 Senior Vice President and Chief Operating Officer
 Franklin Mutual Advisers, Inc.

Mr. Langerman has a Bachelor of Arts degree from Yale  University,  a Masters in
Science from New York University  Graduate School of Business and a Juris Doctor
from Stanford  University  Law School.  Before  November 1996, he was a research
analyst for Heine Securities Corporation, the predecessor of Franklin Mutual. He
has been with the Franklin  Templeton  Group since November 1996 and has managed
the Mutual  Discovery  and Mutual  Shares Funds from  inception.  On November 1,
1998, Mr. Langerman will become Chief Executive Officer of Franklin Mutual.

 Thomas Latta
 Vice President of Templeton Global Bond Managers
 a division of Templeton Investment Counsel, Inc.

Mr.  Latta  received a  Bachelor  of  Business  Administration  degree  from the
University of Miami (Florida). Mr. Latta is a Chartered Financial Analyst, and a
member  of the  Association  for  Investment  Management  and  Research  and the
Institute  of Chartered  Financial  Analysts.  He joined the Franklin  Templeton
organization  in 1991,  and has managed the Templeton  Global Income  Securities
Fund since May 1998.

 David E. Marcus
 Senior Vice President
 Franklin Mutual Advisers, Inc.

Mr. Marcus holds a Bachelor of Science in Business  Administration/Finance  from
Northeastern  University.  Before  November 1996, he was a research  analyst for
Heine Securities  Corporation,  the predecessor of Franklin Mutual.  He has been
with the Franklin Templeton Group since November 1996 and has managed the Mutual
Discovery and Mutual Shares Funds since March 1998.

 Michael F. Price
 Chief Executive Officer and President
 Franklin Mutual Advisers, Inc.

Mr.  Price has a Bachelor  of Arts degree in  Business  Administration  from the
University  of Oklahoma.  Before  November  1996,  Mr. Price was  President  and
Chairman of Heine Securities Corporation, the predecessor of Franklin Mutual. He
became  Chief  Executive  Officer of Franklin  Mutual in  November  1996 and has
managed the Mutual  Discovery  and Mutual  Shares  Funds from  inception.  After
November 1, 1998,  Mr. Price will continue as Chairman of the Board of Directors
of Franklin Mutual but will not be involved in daily portfolio management.

 Lawrence N. Sondike
 Senior Vice President
 Franklin Mutual Advisers, Inc.

Mr. Sondike has a Bachelor of Arts degree from Cornell  University and a Masters
in Business Administration from New York University Graduate School of Business.
Before  November  1996,  he  was  a  research   analyst  for  Heine   Securities
Corporation,  the predecessor of Franklin Mutual.  He has been with the Franklin
Templeton  Group since November  1996, and has managed the Mutual  Discovery and
Mutual Shares Funds from inception.

 David J. Winters
 Senior Vice President
 Franklin Mutual Advisers, Inc.

Mr. Winters is a Chartered Financial Analyst and holds a Bachelor of Arts degree
in Economics from Cornell  University.  Before  November 1996, he was a Research
Analyst for Heine Securities Corporation, the predecessor of Franklin Mutual. He
has been with the Franklin  Templeton  Group since November 1996 and has managed
the Mutual Discovery and Mutual Shares Funds since March 1998.




                        SUPPLEMENT DATED AUGUST 17, 1998

                       TO THE PROSPECTUS DATED MAY 1, 1998

                                       OF

                           FRANKLIN VALUEMARK(R) FUNDS


The  "Portfolio  Operations"  and  "Biographical   Information"  sections  under
"Management" for Mutual Discovery and Mutual Shares Funds are revised to read as
follows:

 PORTFOLIO OPERATIONS

 MUTUAL DISCOVERY SECURITIES FUND AND
 MUTUAL SHARES SECURITIES FUND

 Michael F. Price
 Peter A. Langerman
 Jeffrey A. Altman
 Robert L. Friedman
 Raymond Garea
 Lawrence N. Sondike
 David E. Marcus
 David J. Winters

 BIOGRAPHICAL INFORMATION

 Jeffrey A. Altman
 Senior Vice President
 Franklin Mutual Advisers, Inc.

Mr.  Altman has a Bachelor  of Science  degree from  Tulane  University.  Before
October 1996, Mr. Altman was employed as a research analyst and trader for Heine
Securities Corporation, the predecessor of Franklin Mutual. He has been with the
Franklin  Templeton  Group  since  November  1996  and has  managed  the  Mutual
Discovery and Mutual Shares Funds from inception.

 Robert L. Friedman
 Senior Vice President
 Franklin Mutual Advisers, Inc.

Mr.  Friedman has a Bachelor of Arts degree in Humanities  from the John Hopkins
University  and a Masters in Business  Administration  from the Wharton  School,
University of  Pennsylvania.  Before  November 1996, Mr. Friedman was a research
analyst for Heine Securities Corporation, the predecessor of Franklin Mutual. He
has been with the Franklin  Templeton  Group since November 1996 and has managed
the Mutual  Discovery  and Mutual  Shares Funds from  inception.  On November 1,
1998, Mr. Friedman will become Chief Investment Officer of Franklin Mutual.

 Raymond Garea
 Senior Vice President
 Franklin Mutual Advisers, Inc.

Mr. Garea has a Bachelor of Science degree in Engineering from Case Institute of
Technology  and a Masters in  Business  Administration  from the  University  of
Michigan.  Before November 1996, he was a research  analyst for Heine Securities
Corporation,  the predecessor of Franklin Mutual.  He has been with the Franklin
Templeton  Group since  November  1996 and has managed the Mutual  Discovery and
Mutual Shares Funds from inception.

 Peter A. Langerman
 Senior Vice President and Chief Operating Officer
 Franklin Mutual Advisers, Inc.

Mr. Langerman has a Bachelor of Arts degree from Yale  University,  a Masters in
Science from New York University  Graduate School of Business and a Juris Doctor
from Stanford  University  Law School.  Before  November 1996, he was a research
analyst for Heine Securities Corporation, the predecessor of Franklin Mutual. He
has been with the Franklin  Templeton  Group since November 1996 and has managed
the Mutual  Discovery  and Mutual  Shares Funds from  inception.  On November 1,
1998, Mr. Langerman will become Chief Executive Officer of Franklin Mutual.

 David E. Marcus
 Senior Vice President
 Franklin Mutual Advisers, Inc.

Mr. Marcus holds a Bachelor of Science in Business  Administration/Finance  from
Northeastern  University.  Before  November 1996, he was a research  analyst for
Heine Securities  Corporation,  the predecessor of Franklin Mutual.  He has been
with the Franklin Templeton Group since November 1996 and has managed the Mutual
Discovery and Mutual Shares Funds since March 1998.

 Michael F. Price
 Chief Executive Officer and President
 Franklin Mutual Advisers, Inc.

Mr.  Price has a Bachelor  of Arts degree in  Business  Administration  from the
University  of Oklahoma.  Before  November  1996,  Mr. Price was  President  and
Chairman of Heine Securities Corporation, the predecessor of Franklin Mutual. He
became  Chief  Executive  Officer of Franklin  Mutual in  November  1996 and has
managed the Mutual  Discovery  and Mutual  Shares  Funds from  inception.  After
November 1, 1998,  Mr. Price will continue as Chairman of the Board of Directors
of Franklin Mutual but will not be involved in daily portfolio management.

 Lawrence N. Sondike
 Senior Vice President
 Franklin Mutual Advisers, Inc.

Mr. Sondike has a Bachelor of Arts degree from Cornell  University and a Masters
in Business Administration from New York University Graduate School of Business.
Before  November  1996,  he  was  a  research   analyst  for  Heine   Securities
Corporation,  the predecessor of Franklin Mutual.  He has been with the Franklin
Templeton  Group since November  1996, and has managed the Mutual  Discovery and
Mutual Shares Funds from inception.

 David J. Winters
 Senior Vice President
 Franklin Mutual Advisers, Inc.

Mr. Winters is a Chartered Financial Analyst and holds a Bachelor of Arts degree
in Economics from Cornell  University.  Before  November 1996, he was a Research
Analyst for Heine Securities Corporation, the predecessor of Franklin Mutual. He
has been with the Franklin  Templeton  Group since November 1996 and has managed
the Mutual Discovery and Mutual Shares Funds since March 1998.




                        SUPPLEMENT DATED AUGUST 17, 1998

                       TO THE PROSPECTUS DATED MAY 1, 1998

                                       OF

                            FRANKLIN VALUEMARK FUNDS


THE SECTION "MANAGEMENT" IN THE PROSPECTUS IS AMENDED BY:

1) Restating certain Portfolios' "Management and Portfolio  Administration Fees"
in the subsection  "Managers" as indicated below.  The Portfolio  Administration
Fees for these Portfolios were inadvertently not included under "1997 Management
and Portfolio  Administration Fees," but were reflected in "1997 Total Operating
Expenses." Accordingly, these portfolios' "1997 Total Operating Expenses" remain
the same as in the May 1, 1998 prospectus.

                                                    1997 MANAGEMENT  1997 TOTAL
- --------------------------------------------------------------------------------
                                                    AND PORTFOLIO     OPERATING
PORTFOLIO (EXCEPT NEW PORTFOLIOS)                ADMINISTRATION FEES  EXPENSES
- --------------------------------------------------------------------------------
Mutual Discovery Securities Fund .....................   .95%*         1.06%
Mutual Shares Securities Fund ........................   .75%*          .80%
Templeton Global Asset Allocation Fund ...............   .80%*          .94%
Templeton International Smaller Companies Fund .......  1.00%*         1.06%

*Includes a .15% Administration Fee which is a direct expense of the Portfolio.

2) Adding the following sentence:

Franklin  Advisers,  Inc. and Franklin Templeton  Services,  Inc. have agreed in
advance to waive or limit their Management and Fund  Administration  Fees and to
assume as their own  expense  certain  expenses  otherwise  payable by the Value
Securities  Fund as necessary so that  through at least  December 31, 1998,  the
total expenses do not exceed 1.00% of its average net assets.

3) Replacing the  discussion  under  "Portfolio  Operations"  for the Portfolios
listed with the following:

GLOBAL UTILITIES SECURITIES FUND
(FORMERLY UTILITY EQUITY FUND)
Sally Edwards-Haff
Ian Link

TEMPLETON INTERNATIONAL SMALLER COMPANIES FUND
Simon Rudolph
Peter A. Nori
Juan J. Benito

MUTUAL DISCOVERY SECURITIES AND
MUTUAL SHARES SECURITIES FUNDS
Michael F. Price
Peter A. Langerman
Jeffrey A. Altman
Robert L. Friedman
Raymond Garea
Lawrence N. Sondike
David E. Marcus
David J. Winters

4)  Revising  the  subsection  "Biographical   Information"  for  the  following
individuals:

Jeffrey A. Altman
Senior Vice President
Franklin Mutual Advisers, Inc.

Mr.  Altman has a Bachelor  of Science  degree from  Tulane  University.  Before
October 1996, Mr. Altman was employed as a research analyst and trader for Heine
Securities Corporation, the predecessor of Franklin Mutual. He has been with the
Franklin  Templeton  Group  since  November  1996  and has  managed  the  Mutual
Discovery and Mutual Shares Funds from inception.

Robert L. Friedman
Senior Vice President
Franklin Mutual Advisers, Inc.

Mr.  Friedman has a Bachelor of Arts degree in Humanities  from the John Hopkins
University  and a Masters in Business  Administration  from the Wharton  School,
University of  Pennsylvania.  Before  November 1996, Mr. Friedman was a research
analyst for Heine Securities Corporation, the predecessor of Franklin Mutual. He
has been with the Franklin  Templeton  Group since November 1996 and has managed
the Mutual  Discovery  and Mutual  Shares Funds from  inception.  On November 1,
1998, Mr. Friedman will become Chief Investment Officer of Franklin Mutual.

Raymond Garea
Senior Vice President
Franklin Mutual Advisers, Inc.

Mr. Garea has a Bachelor of Science degree in Engineering from Case Institute of
Technology  and a Masters in  Business  Administration  from the  University  of
Michigan.  Before November 1996, he was a research  analyst for Heine Securities
Corporation,  the predecessor of Franklin Mutual.  He has been with the Franklin
Templeton  Group since  November  1996 and has managed the Mutual  Discovery and
Mutual Shares Funds from inception.

Peter A. Langerman
Senior Vice President and Chief Operating Officer
Franklin Mutual Advisers, Inc.

Mr. Langerman has a Bachelor of Arts degree from Yale  University,  a Masters in
Science from New York University  Graduate School of Business and a Juris Doctor
from Stanford  University  Law School.  Before  November 1996, he was a research
analyst for Heine Securities Corporation, the predecessor of Franklin Mutual. He
has been with the Franklin  Templeton  Group since November 1996 and has managed
the Mutual  Discovery  and Mutual  Shares Funds from  inception.  On November 1,
1998, Mr. Langerman will become Chief Executive Officer of Franklin Mutual.

David E. Marcus
Senior Vice President
Franklin Mutual Advisers, Inc.

Mr. Marcus holds a Bachelor of Science in Business  Administration/Finance  from
Northeastern  University.  Before  November 1996, he was a research  analyst for
Heine Securities  Corporation,  the predecessor of Franklin Mutual.  He has been
with the Franklin Templeton Group since November 1996 and has managed the Mutual
Discovery and Mutual Shares Funds since March 1998.

Michael F. Price
Chief Executive Officer and President
Franklin Mutual Advisers, Inc.

Mr.  Price has a Bachelor  of Arts degree in  Business  Administration  from the
University  of Oklahoma.  Before  November  1996,  Mr. Price was  President  and
Chairman of Heine Securities Corporation, the predecessor of Franklin Mutual. He
became  Chief  Executive  Officer of Franklin  Mutual in  November  1996 and has
managed the Mutual  Discovery  and Mutual  Shares  Funds from  inception.  After
November 1, 1998,  Mr. Price will continue as Chairman of the Board of Directors
of Franklin Mutual but will not be involved in daily portfolio management.

Lawrence N. Sondike
Senior Vice President
Franklin Mutual Advisers, Inc.

Mr. Sondike has a Bachelor of Arts degree from Cornell  University and a Masters
in Business Administration from New York University Graduate School of Business.
Before  November  1996,  he  was  a  research   analyst  for  Heine   Securities
Corporation,  the predecessor of Franklin Mutual.  He has been with the Franklin
Templeton  Group since November  1996, and has managed the Mutual  Discovery and
Mutual Shares Funds from inception.

David J. Winters
Senior Vice President
Franklin Mutual Advisers, Inc.

Mr. Winters is a Chartered Financial Analyst and holds a Bachelor of Arts degree
in Economics from Cornell  University.  Before  November 1996, he was a Research
Analyst for Heine Securities Corporation, the predecessor of Franklin Mutual. He
has been with the Franklin  Templeton  Group since November 1996 and has managed
the Mutual Discovery and Mutual Shares Funds since March 1998.




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