FRANKLIN VALUE INVESTORS TRUST
497, 1998-10-01
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                        SUPPLEMENT DATED OCTOBER 1, 1998
                             TO THE PROSPECTUSES OF

              FRANKLIN MICROCAP VALUE FUND DATED MARCH 1, 1998, AS
                             AMENDED AUGUST 3, 1998

           FRANKLIN BALANCE SHEET INVESTMENT FUND DATED MARCH 1, 1998,
                          AS AMENDED SEPTEMBER 8, 1998

The prospectus is amended as follows:

I. Distribution option 3 in the section "What Distributions Might I Receive From
the Fund? - Distribution Options" is replaced with the following:

  3. RECEIVE DISTRIBUTIONS IN CASH - You may receive dividends, or both dividend
     and  capital gain distributions in cash.  If you have the money sent to
     another person or to a checking or savings account, you may need a
     signature guarantee. If you send the money to a checking or savings
     account, please see "Electronic Fund Transfers" under "Services to Help You
     Manage Your Account."

II. The second sentence in the section "Services to Help You Manage Your Account
- - Automatic Investment Plan" is replaced with the following:

 Under the plan, you can have money transferred automatically from your checking
 or savings account to the fund each month to buy additional shares.

III.  The second paragraph under "Services  to Help You Manage Your Account
Systematic Withdrawal Plan" is replaced with the following:

 If you would like to establish a systematic withdrawal  plan, please complete
 the systematic withdrawal plan section of the shareholder application included
 with this  prospectus and indicate how you would like to receive your payments.
 You may choose to direct your  payments  to buy the same class of shares of
 another Franklin  empleton  Fund or have the money sent directly to you, to
 another person, or to a checking or savings account.  If you choose to have the
 money  sent to a checking or savings account, please see "Electronic  Fund
 Transfers" below. Once your plan is established, any distributions paid by the
 fund will be automatically reinvested in your account.

IV. The section  "Services to Help You Manage Your Account -  Electronic Fund
Transfers" is replaced with the following:

 ELECTRONIC FUND TRANSFERS

 You may choose to have dividend and capital gain distributions or payments
 under a systematic withdrawal plan sent directly to a checking or savings
 account.  If the account is with a bank that is a member of the Automated
 Clearing House, the payments may be made automatically by electronic funds
 transfer.  If you choose this option, please allow at least fifteen days for
 initial processing.  We will send any payments made during that time to the
 address of record on your account.

V. The following definition  is revised in the "Useful Terms and Definitions"
section:

 CONTINGENCY  PERIOD - The 12 month period  during  which a Contingent  Deferred
 Sales  Charge  may apply.  The  holding  period  begins on the day you buy your
 shares. For example,  if you buy shares on the 18th of the month, they will age
 one month on the 18th day of the next month and each following month.

VI. The following  paragraphs  are added to the end of the section "What Are the
Risks of Investing in the Fund?":

 EURO. On January 1, 1999, the European  Monetary Union (EMU) plans to introduce
 a new single currency,  the Euro, which will replace the national  currency for
 participating member countries. If the fund holds investments in countries with
 currencies  replaced by the Euro, the investment  process,  including  trading,
 foreign exchange, payments,  settlements, cash accounts, custody and accounting
 will be impacted.

 The process to establish the Euro may result in market volatility. It is not
 possible to predict the impact of the Euro on the business or financial
 condition of European issuers or on the fund. The transition and the
 elimination of currency  risk among EMU  countries may change the economic
 environment and behavior of investors, particularly in European markets. To the
 extent the fund holds non-U.S. dollar (Euro or other) denominated  securities,
 it will still be exposed to currency risk due to fluctuations in those
 currencies versus the U.S. dollar.

 Resources has created an interdepartmental team to handle all Euro-related
 changes to enable the Franklin Templeton Funds to process transactions
 accurately and completely with minimal disruption to business activities. While
 there can be no assurance that the fund will not be adversely  affected,
 Advisory Services and its affiliated service providers are taking steps that
 they believe are reasonably designed to address the Euro issue.

              Please keep this supplement for future reference.




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