FRANKLIN VALUE INVESTORS TRUST
497, 1998-07-31
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o482 STK SAI 1
                         SUPPLEMENT DATED AUGUST 3, 1998
                   TO THE STATEMENT OF ADDITIONAL INFORMATION OF
                               FRANKLIN VALUE FUND
                               DATED MARCH 1, 1998

The Statement of Additional Information is amended as follows:

I. The following  replaces the Class I  performance  figures under "How Does the
Fund Measure Performance?  - Total Return." The figures below have been restated
to reflect the Fund's current, maximum 5.75% initial sales charge.

The  average  annual  total  return for Class I for the  one-year  period  ended
October 31, 1997,  and for the period from  inception  (March 11, 1996)  through
October 31, 1997, was 38.93% and 32.84%, respectively.

The  cumulative  total return for Class I for the one-year  period ended October
31, 1997, and for the period from inception (March 11, 1996) through October 31,
1997, was 38.93% and 59.31%, respectively.

II. The following  replaces the definition of "Offering Price" under the section
"Useful Terms and Definitions":

OFFERING  PRICE - The public  offering price is based on the Net Asset Value per
share of the  class  and  includes  the  front-end  sales  charge.  The  maximum
front-end sales charge is 5.75% for Class I and 1% for Class II.

                                       ******

                 Please keep this supplement for future reference.




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