SUPPLEMENT DATED
JANUARY 1, 1997
TO THE STATEMENT OF ADDITIONAL INFORMATION
FRANKLIN VALUE FUND
DATED MARCH 11, 1996
(AS PREVIOUSLY SUPPLEMENTED SEPTEMBER 1, 1996
AND DECEMBER 1, 1996)
I. As of January 1, 1997, the Fund offers a third class of shares designated
"Advisor Class." This SAI describes the Class I and Class II shares of the Fund.
All Fund shares outstanding before the offering of Advisor Class shares will
retain their previous rights and privileges.
Class I, Class II and Advisor Class shares differ as to sales charges, expenses
and services. Different fees and expenses will affect performance. Advisor Class
shares are described in a separate prospectus and SAI relating only to that
class. For more information concerning Advisor Class shares, contact your
investment representative or Distributors.
II. The discussion under "How Do I Buy and Sell Shares? - Letter of Intent" is
amended to remove the reference to Class II shares.
III. The following replaces the first sentence of the first paragraph under "The
Fund's Underwriter - Distribution Plan:"
The Fund has adopted a distribution plan or "Rule 12b-1 plan" pursuant to Rule
12b-1 under the 1940 Act, with respect to its Class I and Class II shares.
Under the Class F plan, the Fund may pay up to a maximum of 0.25% per annum of
its average daily net assets, payable quarterly, for expenses incurred in the
promotion and distribution of its class I shares.
