FRANKLIN VALUE INVESTORS TRUST
497, 1998-07-31
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o189 STK SAI 1

                         SUPPLEMENT DATED AUGUST 3, 1998
                   TO THE STATEMENT OF ADDITIONAL INFORMATION OF
                          FRANKLIN MICROCAP VALUE FUND
                               DATED MARCH 1, 1998

The Statement of Additional Information is amended as follows:

I. The  following  replaces  the  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 Fund's average annual total return for the one-year period ended October 31,
1997, and for the period from inception  (December 12, 1995) through October 31,
1997, was 27.32% and 27.20%, respectively.

The Fund's  cumulative  total return for the one-year  period ended  October 31,
1997, and for the period from inception  (December 12, 1995) through October 31,
1997, was 27.32% and 57.42%, 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 and includes the  front-end  sales  charge.  The maximum  front-end  sales
charge is 5.75%.

                                       ******

                 Please keep this supplement for future reference.





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