TEMPLETON FOREIGN FUND & U S TREASURY SECURITIES TRUST SER 1, 485BPOS, 2000-03-01

TEMPLETON FOREIGN FUND & U S TREASURY SECURITIES TRUST SER 1
485BPOS, 2000-03-01

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File No. 33-37479

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004

POST-EFFECTIVE
AMENDMENT NO. 7

TO
FORM S-6

For Registration Under the Securities Act of 1933 of Securities
of Unit Investment Trusts Registered on Form N-8B-2

TEMPLETON FOREIGN FUND & U.S. TREASURY SECURITIES TRUST, SERIES 1
(Exact Name of Trust)

NIKE SECURITIES L.P.
(Exact Name of Depositor)

1001 Warrenville Road
Lisle, Illinois 60532

(Complete address of Depositor's principal executive offices)

NIKE SECURITIES L.P. CHAPMAN AND CUTLER
Attn: James A. Bowen Attn: Eric F. Fess
1001 Warrenville Road 111 West Monroe Street
Lisle, Illinois 60532 Chicago, Illinois 60603

(Name and complete address of agents for service)

It is proposed that this filing will become effective (check
appropriate box)

: : immediately upon filing pursuant to paragraph (b)
: x : March 1, 2000
: : 60 days after filing pursuant to paragraph (a)
: : on (date) pursuant to paragraph (a) of rule (485 or 486)

<PAGE>
TEMPLETON FOREIGN FUND &
U.S. TREASURY SECURITIES TRUST, SERIES 1
14,476,564 UNITS

PROSPECTUS
Part One
Dated December 28, 1999

Note: Part One of this Prospectus may not be distributed unless accompanied by
Part Two.

The Trust

The Templeton Foreign Fund & U.S. Treasury Securities Trust (the "Trust") is a
unit investment trust consisting of a portfolio of "zero coupon" U.S. Treasury
bonds (treasury obligations) and shares of Templeton Foreign Fund
("Templeton"). Templeton is an open-end diversified management investment
company, commonly known as a mutual fund. At November 16, 1999, each Unit
represented a 1/14,476,564 undivided interest in the principal and net income
of the Trust (see "The Trust" in Part Two).

The Units being offered by this Prospectus are issued and outstanding Units
which have been purchased by the Sponsor in the secondary market or from the
Trustee after having been tendered for redemption. The profit or loss
resulting from the sale of Units will accrue to the Sponsor. No proceeds from
the sale of Units will be received by the Trust.

Public Offering Price

The Public Offering Price per 1,000 Units is equal to the aggregate value of
the Securities in the Portfolio of the Trust divided by the number of Units
outstanding, multiplied by 1,000, plus a sales charge of 5.8% of the Public
Offering Price (6.157% of the amount invested). At November 16, 1999, the
Public Offering Price per 1,000 Units was $1,651.94 (see "Public Offering" in
Part Two).

Please retain both parts of this Prospectus for future reference.
______________________________________________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
______________________________________________________________________________

NIKE SECURITIES L.P.
Sponsor

<PAGE>
TEMPLETON FOREIGN FUND &
U.S. TREASURY SECURITIES TRUST, SERIES 1
SUMMARY OF ESSENTIAL INFORMATION AS OF NOVEMBER 16, 1999
Sponsor: Nike Securities L.P.
Evaluator: Securities Evaluation Service, Inc.
Trustee: The Chase Manhattan Bank

<TABLE>
<CAPTION>
GENERAL INFORMATION

<S> <C>
Aggregate Maturity Value of Treasury Obligations in the Trust $14,472,000
Aggregate Number of Shares of Templeton in the Trust 871,604.000
Number of Units 14,476,564
Fractional Undivided Interest in the Trust per Unit 1/14,476,564
Public Offering Price per 1,000 Units:
Aggregate Value of Securities in the Portfolio $22,527,387
Aggregate Value of Securities per 1,000 Units $1,556.13
Sales Charge 6.157% (5.8% of Public Offering Price) $95.81
Public Offering Price per 1,000 Units $1,651.94
Redemption Price and Sponsor's Repurchase Price per 1,000
Units ($95.81 less than the Public Offering Price per
1,000 Units) $1,556.13

</TABLE>
Date Trust Established November 14, 1990
Mandatory Termination Date February 15, 2001
Evaluator's Annual Fee: $.20 per $1,000 principal amount of Treasury
Obligations outstanding. Evaluations for purposes of sale, purchase or
redemption of Units are made as of the close of trading (4:00 p.m. Eastern
time) on the New York Stock Exchange on each day on which it is open.
Supervisory fee payable to an affiliate Maximum of $.15 per 1,000
of the Sponsor Units outstanding annually

Trustee's Annual Fee: $.85 per 1,000 Units outstanding.
Record Date: The same business day as Templeton's ex-dividend date.
Distribution Date: The same business day as Templeton's distribution date.

<PAGE>

THIS PAGE INTENTIONALLY LEFT BLANK.

<PAGE>

REPORT OF INDEPENDENT AUDITORS

The Unit Holders of Templeton Foreign Fund &
U.S. Treasury Securities Trust, Series 1

We have audited the accompanying statement of assets and liabilities,
including the portfolio, of Templeton Foreign Fund & U.S. Treasury Securities
Trust, Series 1 as of August 31, 1999, and the related statements of
operations and changes in net assets for each of the three years in the period
then ended. These financial statements are the responsibility of the Trust's
Sponsor. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of August 31, 1999, by
correspondence with the Trustee. An audit also includes assessing the
accounting principles used and significant estimates made by the Sponsor, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Templeton Foreign Fund & U.S.
Treasury Securities Trust, Series 1 at August 31, 1999, and the results of its
operations and changes in its net assets for each of the three years in the
period then ended in conformity with generally accepted accounting principles.

ERNST & YOUNG LLP
Chicago, Illinois
December 10, 1999

<PAGE>
TEMPLETON FOREIGN FUND &
U.S. TREASURY SECURITIES TRUST, SERIES 1

STATEMENT OF ASSETS AND LIABILITIES

August 31, 1999

<TABLE>
<CAPTION>
ASSETS

<S> <C>
Securities, at market value (cost, including accretion
on the treasury obligations, $19,749,179) (Note 1) $22,985,405

</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND NET ASSETS

<S> <C> <C>
Cash overdraft 23,061
Accrued liabilities 11,935
Unit redemptions payable 15,564
___________
50,560
___________

Net assets, applicable to 14,766,327 outstanding
units of fractional undivided interest:
Cost of Trust assets, including accretion
on the treasury obligations (Note 1) $19,749,179
Net unrealized appreciation (Note 2) 3,236,226
Distributable funds (deficit) (50,560)
___________
$22,934,845
===========

Net asset value per 1,000 units $1,553.19
===========

</TABLE>

See accompanying notes to financial statements.

<PAGE>
TEMPLETON FOREIGN FUND &
U.S. TREASURY SECURITIES TRUST, SERIES 1

PORTFOLIO

August 31, 1999

<TABLE>
<CAPTION>
Maturity Market
value Name of Issuer and Title of Security value

<C> <S> <C>
Corpus of a U.S. Treasury Note
(stripped of its interest-paying coupons)
$14,768,000 (1) maturing February 15, 2001 $13,603,549
===========
</TABLE>
<TABLE>
<CAPTION>

<C> <S> <C>
894,361.886 Templeton Foreign Fund, Inc. 9,381,856
=========== ___________

Total investments $22,985,405
===========
</TABLE>

(1) The treasury obligations have been purchased at a discount from their
par value because there is no stated interest income thereon (such
securities are often referred to as U.S. Treasury zero coupon bonds).
Over the life of the treasury obligations the value increases, so that
upon maturity the holders will receive 100% of the principal amount
thereof.

See accompanying notes to financial statements.

<PAGE>
TEMPLETON FOREIGN FUND &
U.S. TREASURY SECURITIES TRUST, SERIES 1

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
Year ended August 31,

1999 1998 1997
<S> <C> <C> <C>

Interest income $1,135,646 1,245,009 1,303,677
Dividends:
Ordinary income 400,018 541,876 192,406
Capital gain 683,286 940,837 371,499
__________________________________
Total investment income 2,218,950 2,727,722 1,867,582

Expenses:
Trustee's fees and related expenses (22,856) (32,720) (35,838)
Evaluator's fees (3,246) (3,633) (4,386)
Supervisory fees (2,433) (2,898) (3,290)
__________________________________
Total expenses (28,535) (39,251) (43,514)
__________________________________
Investment income - net 2,190,415 2,688,471 1,824,068

Net gain (loss) on investments:
Net realized gain (loss) 415,530 888,894 643,463
Change in unrealized appreciation
or depreciation 974,560 (4,131,127) 1,642,702
__________________________________
1,390,090 (3,242,233) 2,286,165
__________________________________
Net increase (decrease) in net assets
resulting from operations $3,580,505 (553,762) 4,110,233
==================================

</TABLE>

See accompanying notes to financial statements.

<PAGE>
TEMPLETON FOREIGN FUND &
U.S. TREASURY SECURITIES TRUST, SERIES 1

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
Year ended August 31,

1999 1998 1997

<S> <C> <C> <C>
Net increase (decrease) in net assets
resulting from operations:
Investment income - net $2,190,415 2,688,471 1,824,068
Net realized gain (loss)
on investments 415,530 888,894 643,463
Change in unrealized appreciation
or depreciation on investments 974,560 (4,131,127) 1,642,702
___________________________________
3,580,505 (553,762) 4,110,233

Units redeemed (2,656,272, 3,513,954
and 2,233,422 in 1999, 1998 and
1997, respectively) (3,888,329) (5,224,564) (3,174,973)

Distributions to unit holders:
Investment income - net (1,043,732) (1,465,180) (486,621)
___________________________________
Total increase (decrease) in net
assets (1,351,556) (7,243,506) 448,639

Net assets:
At the beginning of the year 24,286,401 31,529,907 31,081,268
___________________________________
At the end of the year (including
distributable funds (deficit)
applicable to Trust units of
$(50,560), $(5,128) and $(1,594)
at August 31, 1999, 1998 and
1997, respectively) $22,934,845 24,286,401 31,529,907
===================================

Trust units outstanding at the end
of the year 14,766,327 17,422,599 20,936,553

</TABLE>

See accompanying notes to financial statements.

<PAGE>
TEMPLETON FOREIGN FUND &
U.S. TREASURY SECURITIES TRUST, SERIES 1

NOTES TO FINANCIAL STATEMENTS

1. Significant accounting policies

Security valuation -

The treasury obligations are stated at values as determined by Securities
Evaluation Service, Inc. (the Evaluator), certain shareholders of which are
officers of the Sponsor. The values are based on (1) current bid prices for
the securities obtained from dealers or brokers who customarily deal in
securities comparable to those held by the Trust, (2) current bid prices for
comparable securities, (3) appraisal or (4) any combination of the above.

Shares of Templeton Foreign Fund (Templeton) are stated at Templeton's
published net asset value as reported by the Evaluator. Net asset value is
determined by dividing the value of Templeton's securities plus any cash and
other assets (including accrued interest and dividends receivable) less all
liabilities (including accrued expenses) by the number of shares outstanding,
adjusted to the nearest whole cent.

Investment income -

Dividends from the Templeton shares are recorded on Templeton's ex-dividend
date. Interest income consists of amortization of original issue discount and
market discount or premium on the treasury obligations. Such amortization is
included in the cost of treasury obligations rather than in distributable
funds because it is not currently available for distribution to unit holders.

Security cost -

Cost of the Trust's treasury obligations is based on the offering price of the
treasury obligations on the dates the treasury obligations were deposited in
the Trust, plus amortization of original issue discount and amortization of
market discount or premium. Cost of the Templeton shares is based on the net
asset value of such shares on the dates the shares were deposited in the
Trust. The cost of securities sold is determined on the average cost method.
Sales of securities are recorded on the trade date.

Federal income taxes -

The Trust is not taxable for Federal income tax purposes. Each unit holder is
considered to be the owner of a pro rata portion of the Trust and,
accordingly, no provision has been made for Federal income taxes.

<PAGE>
Expenses of the Trust -

The Trust pays a fee for Trustee services to The Chase Manhattan Bank, which
is based on $.85 per annum per 1,000 units outstanding based on the largest
aggregate number of units outstanding during the calendar year. The Evaluator
receives an annual fee based on $.20 per $1,000 principal amount of treasury
obligations outstanding. Additionally, the Trust pays recurring financial
reporting costs and an annual supervisory fee payable to an affiliate of the
Sponsor.

2. Unrealized appreciation and depreciation

An analysis of net unrealized appreciation at August 31, 1999 follows:

<TABLE>
<CAPTION>
Treasury Templeton
obligations shares Total

<S> <C> <C> <C>
Unrealized appreciation $501,822 2,734,404 3,236,226
Unrealized depreciation - - -
___________________________________

$501,822 2,734,404 3,236,226
===================================
</TABLE>

3. Other information

Cost to investors -

The cost to initial investors of units of the Trust was based on the aggregate
offering price of the treasury obligations and the net asset value of the
Templeton shares on the date of an investor's purchase, plus a sales charge of
5.5% of the public offering price which is equivalent to approximately 5.820%
of the net amount invested.

Distributions to unit holders -

Distributions to unit holders are made on Templeton's distribution date.
During the years ended August 31, 1999, 1998 and 1997, the Trust made
distributions totaling $60.64, $71.27 and $21.25 per 1,000 units,
respectively, as described below.

<PAGE>
Selected data per 1,000 units of the Trust outstanding
throughout each year -

<TABLE>
<CAPTION>
Year ended August 31,

1999 1998 1997
<S> <C> <C> <C>

Investment income - interest and dividends $136.78 141.17 85.15
Expenses (1.76) (2.03) (1.98)
_____________________________
Investment income - net 135.02 139.14 83.17

Distributions to unit holders:
Investment income - net (60.64) (71.27) (21.25)

Net gain (loss) on investments 84.85 (179.88) 102.60
_____________________________
Total increase (decrease) in net assets 159.23 (112.01) 164.52

Net assets:
Beginning of the year 1,393.96 1,505.97 1,341.45
_____________________________

End of the year $1,553.19 1,393.96 1,505.97
=============================
</TABLE>

Investment income - interest and dividends, expenses and investment income -
net per 1,000 units have been calculated based on the weighted average number
of units outstanding during each period (16,223,240, 19,322,694 and 21,931,536
units during the years ended August 31, 1999, 1998 and 1997, respectively).
Distributions to unit holders of investment income - net per 1,000 units
reflects the Trust's cash distributions of $60.64 per 1,000 units to
17,211,936 units on October 28, 1998, $55.58 per 1,000 units to 20,659,810
units on October 24, 1997, $15.69 per 1,000 units to 20,240,189 units on
December 26, 1997 and $21.25 per 1,000 units to 22,800,038 units on October
28, 1996.

<PAGE>
TEMPLETON FOREIGN FUND &
U.S. TREASURY SECURITIES TRUST, SERIES 1

PART ONE
Must be Accompanied by Part Two

___________________
P R O S P E C T U S
___________________

SPONSOR: Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
(800) 621-1675

TRUSTEE: The Chase Manhattan Bank
4 New York Plaza, 6th Floor
New York, New York 10004-2413

LEGAL COUNSEL Chapman and Cutler
TO SPONSOR: 111 West Monroe Street
Chicago, Illinois 60603

LEGAL COUNSEL Carter, Ledyard & Milburn
TO TRUSTEE: 2 Wall Street
New York, New York 10005

INDEPENDENT Ernst & Young, LLP
AUDITORS: Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606

This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, securities in any jurisdiction to any person to whom it is not
lawful to make such offer in such jurisdiction.

This Prospectus does not contain all the information set forth in the
registration statement and exhibits relating thereto, which the Trust has
filed with the Securities and Exchange Commission, Washington, D.C., under the
Securities Act of 1933 and the Investment Company Act of 1940, and to which
reference is hereby made.

TEMPLETON GROWTH AND TREASURY TRUST
TEMPLETON FOREIGN FUND & U.S. TREASURY SECURITIES TRUST

PROSPECTUS
Part Two NOTE: THIS PART TWO PROSPECTUS MAY
Dated February 29, 2000 ONLY BE USED WITH PART ONE

The Trust. Templeton Growth and Treasury Trust and Templeton Foreign
Fund & U.S. Treasury Securities Trust (each a "Trust" and collectively,
the "Fund") are unit investment trusts each consisting of a portfolio of
"zero coupon" U.S. Treasury bonds and shares of Templeton Growth Fund,
Inc. or Templeton Foreign Fund, respectively ("Templeton"). Templeton is
an open-end diversified management investment company, commonly known as
a mutual fund.

The objective of the Fund is to protect Unit holders' capital and
provide for potential capital appreciation by investing a portion of its
portfolio in "zero coupon" U.S. Treasury bonds, such securities being
referred to herein as "Treasury Obligations" and the remainder of the
Trust's portfolio in shares of Templeton. Collectively, the Treasury
Obligations and the Templeton shares are referred to herein as the
"Securities" (See "Portfolio"). Templeton's objective is to obtain long-
term capital growth through a flexible policy of investing in the equity
and debt securities of companies and governments of any nation (in the
case of Templeton Growth Fund, Inc.) or companies and governments
outside the United States (in the case of Templeton Foreign Fund).
Templeton Growth and Treasury Trust has a termination date of September
1, 2000 and Templeton Foreign Fund & U.S. Treasury Securities Trust has
a termination date of February 15, 2001. The Treasury Obligations
evidence the right to receive a fixed payment at a future date from the
U.S. Government and are backed by the full faith and credit of the U.S.
Government. The guarantee of the U.S. Government does not apply to the
market value of the Treasury Obligations or the Units of the Trust,
whose net asset value will fluctuate and, prior to maturity, may be
worth more or less than a purchaser's acquisition cost. There is, of
course, no guarantee that the objective of the Trust will be achieved.

Each Unit of a Trust represents an undivided fractional interest in all
the Securities deposited in the Trust. Each Trust has been organized so
that purchasers of Units should receive, at the termination of the
Trust, an amount per Unit at least equal to $1.00 (which is equal to the
per Unit value upon maturity of the Treasury Obligations), even if the
Trust never paid a dividend and the value of the Templeton shares were
to decrease to zero, which the Sponsor considers highly unlikely. This
feature of each Trust provides Unit holders who purchase Units at a
price of $1.00 or less per Unit with total principal protection,
including any sales charges paid, although they might forgo any earnings
on the amount invested. To the extent that Units are purchased at a
price less than $1.00 per Unit, this feature may also provide a
potential for capital appreciation.

The Templeton shares deposited in each Trust's portfolio have no fixed
maturity date and the net asset value of the shares will fluctuate. The
Portfolio, essential information based thereon and financial statements,
including a report of independent auditors relating to the Trusts
offered hereby, are contained in Part One for each Trust to which
reference should be made for such information.

BOTH PARTS OF THE PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

Page 1

Public Offering Price. The Public Offering Price per Unit will be based
upon a pro rata share of the bid prices of the Treasury Obligations and
the net asset value of the Templeton shares in each Trust plus or minus
a pro rata share of cash, if any, in the Principal Account of the Trust
plus a maximum sales charge of 5.8% (equivalent to 6.157% of the net
amount invested). The minimum purchase is $1,000. The sales charge is
reduced on a graduated scale for sales involving at least $100,000. See
"Public Offering-How is the Public Offering Price Determined?"

Dividend and Capital Distributions. Distributions, if any, of net
income, other than amortized discount, will be made at least annually.
Distributions of realized capital gains, if any, received by the Trusts,
will be made whenever Templeton makes such a distribution. Any
distribution of income and/or capital will be net of the expenses of the
Trusts. INCOME WITH RESPECT TO THE ACCRUAL OF ORIGINAL ISSUE DISCOUNT ON
THE TREASURY OBLIGATIONS WILL NOT BE DISTRIBUTED CURRENTLY, ALTHOUGH
UNIT HOLDERS WILL BE SUBJECT TO INCOME TAX AT ORDINARY INCOME RATES AS
IF A DISTRIBUTION HAD OCCURRED. SEE "WHAT IS THE FEDERAL TAX STATUS OF
UNIT HOLDERS?" Additionally, upon termination of each Trust, the Trustee
will distribute, upon surrender of Units for redemption, to each Unit
holder his pro rata share of the Trust's assets, less expenses, in the
manner set forth under "Rights of Unit Holders-How are Income and
Principal Distributed?"

Reinvestment. Each Unit holder will, unless he elects to receive cash
payments, have distributions of principal (including the proceeds
received upon the maturity of the Treasury Obligations in the Trust at
termination), capital gains, if any, and income earned by a Trust,
automatically invested in shares of Templeton (if Units are properly
registered) in the name of the Unit holder. Such distributions will be
reinvested without a sales charge to the participant on each applicable
distribution date. See "Rights of Unit Holders-How Can Distributions to
Unit Holders be Reinvested?"

Market for Units. While under no obligation to do so, the Sponsor
intends to maintain a market for Units of the Trust and offer to
repurchase such Units at prices which are based on the aggregate bid
side evaluation of the Treasury Obligations and the aggregate net asset
value of Templeton shares in each Trust plus or minus a pro rata share
of cash, if any, in the Principal Account of the Trust. In the absence
of such a market, a Unit holder may redeem Units through redemption at
prices based upon the aggregate bid price of the Treasury Obligations
plus the aggregate net asset value of the Templeton shares in the Trust
plus or minus a pro rata share of cash, if any, in the Principal Account
of the Trust. See "Rights of Unit Holders-How May Units be Redeemed?"

Risk Factors. An investment in the Trust should be made with an
understanding of the risks associated therewith, including, among other
factors, the possible deterioration of either the Securities which make
up the Trust or the general condition of the stock market, volatile
interest rates, economic recession, currency exchange fluctuations,
foreign withholding, and differences between domestic and foreign legal,
auditing, brokerage and economic standards. The Trust is not actively
managed and Securities will not be sold by the Trust to take advantage
of market fluctuations or changes in anticipated rates of appreciation.
See "Risk Factors."

Page 2

TEMPLETON GROWTH AND TREASURY TRUST

Templeton Foreign Fund & U.S. Treasury Securities Trust

What are Templeton Growth and Treasury Trust and Templeton Foreign Fund
& U.S. Treasury Securities Trust?

The Fund is a series of trusts of either Templeton Growth and Treasury
Trust or Templeton Foreign Fund & U.S. Treasury Securities Trust, all of
which are generally similar but each of which is separate and is
designated by a different series number (the "Fund"). Each series
consists of underlying separate unit investment trusts (such Trusts
being collectively referred to herein as the "Fund") created under the
laws of the State of New York pursuant to a Trust Agreement (the
"Indenture"), dated the Initial Date of Deposit, with Nike Securities
L.P., as Sponsor, The Chase Manhattan Bank, as Trustee, Securities
Evaluation Service, Inc., as Evaluator, and First Trust Advisors L.P.,
as Portfolio Supervisor.

The objective of the Fund and each Series thereof is to protect Unit
holders' capital and provide for potential long-term capital
appreciation through an investment in "zero coupon" U.S. Treasury bonds,
such securities being referred to herein as the "Treasury Obligations"
and the remainder of the Trust's portfolio is invested in shares of
Templeton Growth Fund, Inc. or Templeton Foreign Fund (collectively, the
"Templeton Funds"). The Treasury Obligations evidence the right to
receive a fixed payment at a future date from the U.S. Government and
are backed by the full faith and credit of the U.S. Government. The
guarantee of the U.S. Government does not apply to the market value of
the Treasury Obligations or the Units of the Trust, whose net asset
value will fluctuate and, prior to maturity, may be more or less than a
purchaser's acquisition cost. Templeton is an open end mutual fund whose
objective is to obtain long-term capital growth through a flexible
policy of investing in the equity and debt securities of companies and
governments of any nation (in the case of Templeton Growth Fund, Inc.)
or companies and governments outside the United States (in the case of
Templeton Foreign Fund). Collectively, the Treasury Obligations and
Templeton shares in the Trust are referred to herein as the
"Securities." There is, of course, no guarantee that the objective of
the Trust will be achieved.

The Fund has been organized so that purchasers of Units should receive,
at the termination of a Trust, an amount per Unit at least equal to
$1.00 per Unit (which is equal to the per Unit value upon maturity of
the Treasury Obligations), even if the Templeton shares never paid a
dividend and the value of Templeton shares in the Trust were to decrease
to zero, which the Sponsor considers highly unlikely. To the extent that
Units of the Trust are redeemed, the aggregate value of the Securities
in the Trust will be reduced and the undivided fractional interest
represented by each outstanding Unit of the Trust will increase. See
"Rights of Unit Holders-How May Units be Redeemed?"

What are the Expenses and Charges?

With the exception of brokerage fees discussed above and bookkeeping and
other administrative services provided to the Trusts, for which the
Sponsor will be reimbursed in amounts as set forth under "Summary of
Essential Information," the Sponsor will not receive any fees in
connection with its activities relating to the Trusts. Legal,
typesetting, electronic filing and regulatory filing fees and expenses
associated with annually updating a Trust's registration statement are
also now chargeable to each Trust. Historically, the Sponsor paid these
fees and expenses.

First Trust Advisors L.P., an affiliate of the Sponsor, will receive an
annual supervisory fee as set forth under "Summary of Essential
Information," for providing portfolio supervisory services for the
Trusts. Such fee is based on the number of Units outstanding in each
Trust on January 1 of each year. In providing such supervisory services,
the Portfolio Supervisor may purchase research services from a variety
of sources which may include dealers of the Trusts.

Securities Evaluation Service, Inc., in its capacity as the Evaluator
for the Trusts, will receive an annual evaluation fee as set forth under
"Summary of Essential Information" for providing evaluations services
for the Trusts. No fee is paid to the Evaluator with respect to the
Templeton shares in the Trusts. Such fee is based on the largest
aggregate number of Units of each Trust outstanding during the calendar

Page 3

year, except during the initial offering period, in which case the fee
is calculated based on the largest number of Units outstanding during
the period for which compensation is paid.

The Trustee pays certain expenses of the Trusts for which it is
reimbursed by the Trusts. The Trustee will receive for its ordinary
recurring services to the Trusts an annual fee set forth in the "Summary
of Essential Information" in Part One of the Prospectus. Such fee is
based upon the largest aggregate number of Units of each Trust
outstanding during the calendar year. For a discussion of the services
performed by the Trustee pursuant to its obligations under the
Indenture, reference is made to the material set forth under "Rights of
Unit Holders." Because the above fees are generally calculated based on
the largest aggregate number of Units of the Trust outstanding during a
calendar year, the per Unit amounts set forth under "Summary of
Essential Information" will be higher during any year in which
redemptions of Units occur.

The Trustee's and the above described fees are payable from the Income
Account of a Trust to the extent funds are available and then from the
Capital Account of such Trust. Since the Trustee has the use of the
funds being held in the Capital and Income Accounts for payment of
expenses and redemptions and since such Accounts are noninterest-bearing
to Unit holders, the Trustee benefits thereby. Part of the Trustee's
compensation for its services to a Trust is expected to result from the
use of these funds.

Each of the above mentioned fees may be increased without approval of
the Unit holders by amounts not exceeding proportionate increases under
the category "All Services Less Rent of Shelter" in the Consumer Price
Index published by the United States Department of Labor. In addition,
with respect to the fees payable to the Sponsor or an affiliate of the
Sponsor for providing bookkeeping and other administrative services,
supervisor services and evaluation services, such individual fees may
exceed the actual costs of providing such services for a Trust, but at
no time will the total amount received for such services rendered to all
unit investment trusts of which Nike Securities L.P. is the Sponsor in
any calendar year exceed the actual cost to the Sponsor or its affiliate
of supplying such services in such year.

The following additional charges are or may be incurred by a Trust: all
legal and annual auditing expenses of the Trustee incurred by or in
connection with its responsibilities under the Indenture; the expenses
and costs of any action undertaken by the Trustee to protect the Trusts
and the rights and interests of the Unit holders; fees of the Trustee
for any extraordinary services performed under the Indenture;
indemnification of the Trustee for any loss, liability or expense
incurred by it without negligence, bad faith or willful misconduct on
its part, arising out of or in connection with its acceptance or
administration of the Trusts; indemnification of the Sponsor for any
loss, liability or expense incurred without gross negligence, bad faith
or willful misconduct in acting as Depositor of the Trusts; all taxes
and other government charges imposed upon the Securities or any part of
the Trusts (no such taxes or charges are being levied or made or, to the
knowledge of the Sponsor, contemplated). The above expenses and the
Trustee's annual fee, when paid or owing to the Trustee, are secured by
a lien on the Trusts. In addition, the Trustee is empowered to sell
Securities in a Trust in order to make funds available to pay all these
amounts if funds are not otherwise available in the Income and Principal
Accounts of a Trust except that the Trustee shall not sell Treasury
Obligations to pay Trust expenses.

The Indenture requires the Trusts to be audited on an annual basis at
the expense of each Trust by independent auditors selected by the
Sponsor. So long as the Sponsor is making a market for the Units, the
Sponsor is required to bear the cost of such annual audits to the extent
such cost exceeds $.50 per 1,000 Units. Unit holders of the Trusts
covered by an audit may obtain a copy of the audited financial
statements upon request.

What is the Federal Tax Status of Unit Holders?

The following is a general discussion of certain of the federal income
tax consequences of the purchase, ownership and disposition of the
Units. The summary is limited to investors who hold Units as "Capital
Assets" (generally, property held for investment) within the meaning of
Section 1221 of the Internal Revenue Code of 1986 (the "Code"). Unit
holders should consult their tax advisors in determining the federal,
state, local and any other tax consequences of the purchase, ownership
and disposition of Units in a Trust. For purposes of the following
discussion and opinion, it is assumed that shares in the Fund represent
shares in an entity treated as a regulated investment company for
Federal income tax purposes.

In the opinion of Chapman and Cutler, counsel for the Sponsor, under
then existing law:

Page 4

1. Each Trust is not an association taxable as a corporation for
federal income tax purposes; each Unit holder will be treated as the
owner of a pro rata portion of each of the assets of each Trust under
the Code; the income of each Trust will be treated as income of the Unit
holders thereof under the Code; and each Unit holder will be considered
to have received his pro rata share of income derived from each Trust
asset when such income is considered to be received by a Trust.

2. Each Unit holder will have a taxable event when a Trust disposes of
a Security (whether by sale, exchange, liquidation, redemption, or
otherwise) or upon the sale or redemption of Units by such Unit holder.
The price a Unit holder pays for his Units is allocated among his pro
rata portion of each Security held by a Trust (in proportion to the fair
market values thereof on the valuation date closest to the date the Unit
holder purchases his Units) in order to determine his or her initial tax
basis (before adjustment in accrual of original issue discount) for his
pro rata portion of each Security held by a Trust. Unit holders should
consult their own tax advisors with regard to calculation of basis. The
Treasury Obligations held by the Trust are treated as stripped bonds and
are treated as bonds issued at an original issue discount as of the date
a Unit holder purchases his Units. Because the Treasury Obligations
represent interests in "stripped" U.S. Treasury bonds, a Unit holder's
initial cost for his pro rata portion of each Treasury Obligation held
by the Trusts (determined at the time he or she acquires his or her
Units, in the manner described above) shall be treated as its "purchase
price" by the Unit holder. Original issue discount is effectively
treated as interest for federal income tax purposes and the amount of
original issue discount in this case is generally the difference between
the bond's purchase price and its stated redemption price at maturity. A
Unit holder will be required to include in gross income for each taxable
year the sum of his daily portions of original issue discount
attributable to the Treasury Obligations held by the Trusts as such
original issue discount accrues and will, in general, be subject to
federal income tax with respect to the total amount of such original
issue discount that accrues for such year (even though the income is not
distributed to the Unit holders during such year) to the extent it is
not less than a "de minimis" amount as determined under Treasury
Regulations relating to stripped bonds. To the extent the amount of such
discount is less than the respective "de minimis" amount, such discount
is generally treated as zero. In general, original issue discount
accrues daily under a constant interest rate method which takes into
account the semi-annual compounding of accrued interest. In the case of
the Treasury Obligations, this method will generally result in an
increasing amount of income to the Unit holders each year. Unit holders
should consult their tax advisors regarding the Federal income tax
consequences and accretion of original issue discount. For Federal
income tax purposes, a Unit holder's pro rata portion of dividends,
(other than designated capital gains dividends as discussed below) as
defined by Section 316 of the Code, paid with respect to a Fund share
held by the Trust is taxable as ordinary income to the extent of such
Fund's current and accumulated "earnings and profits." A Unit holder's
pro rata portion of dividends paid on such Fund share which exceed such
current and accumulated earnings and profits will first reduce a Unit
holder's tax basis in such Fund share, and to the extent that such
dividends exceed a Unit holder's tax basis in such Fund share shall
generally be treated as capital gain. In general, the holding period for
such capital gain will be determined by the period of time a Unit holder
has held his Units.

3. A Unit holder's portion of gain, if any, upon the sale or
redemption of Units or the disposition of Securities held by a Trust
will generally be considered a capital gain except in the case of a
dealer or a financial institution. A Unit holder's portion of loss, if
any, upon the sale or redemption of Units or the disposition of
Securities held by a Trust will generally be considered a capital loss
(except in the case of a dealer or a financial institution). Unit
holders should consult their tax advisors regarding the recognition of
gains and losses for federal income tax purposes.

Because Unit holders are deemed to directly own a pro rata portion of
the Fund shares as discussed above, Unit holders are advised to read the
discussion of tax consequences set forth in the current prospectus for
the Fund. Distributions declared by the Fund on the Fund shares in
October, November or December that are held by a Trust and paid during
the following January will be treated as having been received by Unit

Page 5

holders on December 31 in the year such distributions were declared.
Distributions of the Fund's net capital gain which the Fund properly
designates as capital gain dividends will be taxable to the Unit holders
as long-term capital gains regardless of how long a person has been a
Unit holder. If a Unit holder holds his Units for six months or less or
if a Trust holds shares of the Fund for six months or less, any loss
incurred by a Unit holder related to the disposition of the Fund shares
will be treated as a long-term capital loss to the extent of any long-
term capital gains distributions received (or deemed to have been
received) with respect to such shares. The Internal Revenue Service
Restructuring and Reform Act of 1998 (the "1998 Tax Act") provides that
for taxpayers other than corporations, net capital gain (which is
defined as net long-term capital gain over net short-term capital loss
for the taxable year) realized from property (with certain exclusions)
is subject to a maximum marginal stated tax rate of 20% (10% in the case
of certain taxpayers in the lowest tax bracket). Capital gain or loss is
long-term if the holding period for the asset is more than one year, and
is short-term if the holding period for the asset is one year or less.
The date on which a Unit is acquired (i.e., the "trade date") is
excluded for purposes of determining the holding period of the Unit. The
legislation is generally effective retroactively for amounts properly
taken into account on or after January 1, 1998. Capital gains realized
from assets held for one year or less are taxed at the same rates as
ordinary income.

The Taxpayer Relief Act of 1997 (the "1997 Act") includes provisions
that treat certain transactions designed to reduce or eliminate risk of
loss and opportunities for gain (e.g., short sales, offsetting notional
principal contracts, futures or forward contracts, or similar
transactions) as constructive sales for purposes of recognition of gain
(but not loss) and for purposes of determining the holding period. Unit
holders should consult their own tax advisors with regard to any such
constructive sales rules.

In addition, it should be noted that capital gains may be
recharacterized as ordinary income in the case of certain financial
transactions that are "conversion transactions" effective for
transactions entered into after April 30, 1993. Unit holders and
prospective investors should consult with their tax advisors regarding
the potential effect of this provision on their investment in Units. If
a Unit holder dispenses of a Unit, he or she is deemed thereby to have
disposed of his or her entire pro rata interest in all assets of the
Trust involved, including his or her pro rata portion of all the
Securities represented by the Unit.

Distributions on the Fund shares which are taxable as ordinary income to
the Unit holders will constitute dividends for federal income tax
purposes. To the extent dividends received by the Fund are attributable
to foreign corporations, a corporation that owns Units will not be
entitled to the dividends received deduction with respect to the pro
rata portion of such dividends, since the dividends received deduction
is generally available only with respect to dividends paid by domestic
corporations. However, to the extent dividends received by the Fund are
from United States corporations (other than real estate investment
trusts) and are designated by the Fund as being eligible for the
dividends received deduction, distributions received by corporate Unit
holders with respect to Fund shares attributable to such dividends may
qualify for the 70% dividends received deduction, subject to limitations
otherwise applicable to the availability of the deduction. It should be
noted that various legislative proposals that would affect the dividends
received deduction should have been introduced. Unit holders should
consult with their tax advisors with respect to the limitation on a
possible modification of the dividends received deduction.

The Fund may elect to pass through to its shareholders the foreign
income and similar taxes paid by the Fund in order to enable such
shareholders to take a credit (or deduction) for foreign income taxes
paid by the Fund. If such an election is made, Unit holders of a Trust,
because they are deemed to own a pro rata portion of the Fund shares
held by the Trust, as described above, must include in their gross
income, for federal income tax purposes, both their portion of dividends
received by the Trust from the Fund, and also their portion of the
amount which the Fund deems to be the Trust's portion of foreign income
taxes paid with respect to, or withheld from, dividends, interest or
other income of the Fund from its foreign investments. Unit holders may
then subtract from their federal income tax the amount of the foreign
tax credit with respect to such taxes withheld, or else treat such
foreign taxes as deductions from gross income; however, as in the case
of investors receiving income directly from foreign sources, the above
described tax credit or deduction is subject to certain limitations.
Unit holders should consult their tax advisors regarding this election
and its consequences to them.

Limitations on Deductibility of Trust Expenses by Unit Holders. Each
Unit holder's pro rata share of each expense paid by the Trust is
deductible by the Unit holder to the same extent as though the expense
had been paid directly by him. It should be noted that as a result of
the Tax Reform Act of 1986, certain miscellaneous itemized deductions,

Page 6

such as investment expenses, tax return preparation fees and employee
business expenses will be deductible by an individual only to the extent
they exceed 2% of such individual's adjusted gross income. Unit holders
may be required to treat some or all of the expenses of the Trust as
miscellaneous itemized deductions subject to this limitation.

General. Each Unit holder will be requested to provide the Unit holder's
taxpayer identification number to the Trustee and to certify that the
Unit holder has not been notified that payments to the Unit holder are
subject to back-up withholding. If the proper taxpayer identification
number and appropriate certification are not provided when requested,
distributions by the Trusts to such Unit holder (including amounts
received upon the redemption of Units) will be subject to back-up
withholding. Distributions by a Trust will generally be subject to
United States income taxation and withholding in the case of Units held
by non-resident alien individuals, foreign corporations or other non-
United States persons (accrual of original issue discount on the
Treasury Obligations may not be subject to taxation or withholding
provided certain requirements are met). Such persons should consult
their tax advisors.

Unit holders will be notified annually of the amounts of original issue
discount, dividends and long-term capital gains distributions includable
in the Unit holder's gross income and amounts of Trust expenses which
may be claimed as itemized deductions.

Dividend income, long-term capital gains and accrual of original issue
discount may also be subject to state and local taxes. Foreign investors
may be subject to different Federal income tax consequences than those
described above. Investors should consult their tax advisors for
specific information on the tax consequences of investing in the Trusts
and of particular types of distributions.

Unit holders desiring to purchase Units for tax-deferred plans and IRAs
should consult their broker for details on establishing such accounts.
Units may also be purchased by persons who already have self-directed
plans established. See "Why are Investments in the Trust Eligible for
Retirement Plans?"

The foregoing discussion relates only to the tax treatment of United
States Unit holders ("U.S. Unit holders") with regard to Federal and
certain aspects of New York State and City income taxes. Unit holders
may be subject to taxation in New York or in other jurisdictions and
should consult their own tax advisors in this regard. As used herein,
the term "U.S. Unit holder" means an owner of a Unit in the Trust that
(a) is (i) for United States Federal income tax purposes a citizen or
resident of the United States, (ii) a corporation, partnership or other
entity created or organized in or under the laws of the United States or
of any political subdivision thereof, or (iii) an estate or trust the
income of which is subject to United States Federal income taxation
regardless of its source or (b) does not qualify as a U.S. Unit holder
in paragraph (a) but whose income from a Unit is effectively connected
with such Unit holder's conduct of a United States trade or business.
The term also includes certain former citizens of the United States
whose income and gain on the Units will be taxable.

In the opinion of Carter, Ledyard & Milburn, Special Counsel to the
Trusts for New York tax matters, under then existing income tax laws of
the State of New York each Trust is not an association taxable as a
corporation and the income of each Trust will be treated as the income
of the Unit holders thereof.

Are Investments in the Trust Eligible for Retirement Plans?

Units of a Trust are eligible for purchase by Individual Retirement
Accounts, Keogh Plans, pension funds and other tax-deferred retirement
plans. Generally, federal income tax relating to capital gains and
income received in each of the foregoing plans is deferred until
distributions are received. Distributions from such plans are generally
treated as ordinary income but may, in some cases, be eligible for
special averaging or tax-deferred rollover treatment. Investors
considering participation in any such plan should review specific tax
laws related thereto and should consult their attorneys or tax advisors
with respect to the establishment and maintenance of any such plan. Such
plans are offered by brokerage firms and other financial institutions.
Fees and charges with respect to such plans may vary.

PORTFOLIO

What are Zero Coupon Treasuries?

The Treasury Obligations deposited in each Trust consist of U.S.
Treasury bonds which have been stripped of their unmatured interest
coupons. The Treasury Obligations evidence the right to receive a fixed

Page 7

payment at a future date from the U.S. Government, and are backed by the
full faith and credit of the U.S. Government. Treasury Obligations are
purchased at a deep discount because the buyer obtains only the right to
a fixed payment at a fixed date in the future and does not receive any
periodic interest payments. The effect of owning deep discount bonds
which do not make current interest payments (such as the Treasury
Obligations) is that a fixed yield is earned not only on the original
investment but also, in effect, on all earnings during the life of the
discount obligation. This implicit reinvestment of earnings at the same
rate eliminates the risk of being unable to reinvest the income on such
obligations at a rate as high as the implicit yield on the discount
obligation, but at the same time eliminates the holder's ability to
reinvest at higher rates in the future. For this reason, the Treasury
Obligations are subject to substantially greater price fluctuations
during periods of changing interest rates than are securities of
comparable quality which make regular interest payments. The effect of
being able to acquire the Treasury Obligations at a lower price is to
permit more of a Trust's portfolio to be invested in shares of Templeton.

What is Templeton Growth Fund, Inc.?

The portfolio of a Series of the Fund may also contain shares of
Templeton Growth Fund, Inc. Templeton Growth Fund, Inc. (the "Growth
Fund") was organized as a Maryland corporation on November 10, 1986,
from its predecessor entity which commenced operations on November 29,
1954, and is registered with the SEC as an open-end management
investment company. All Shares purchased before May 1, 1995, were
considered Class I shares, so all shares held in the Trust were Class I
shares. However, beginning January 1, 1999, all Class I shares were
designated Class A Shares, so all shares contained in the Trust are
Class A Shares.

Templeton Growth Fund, Inc.
Financial Highlights

This table presents the fund's financial performance for the past five
years. This information has been audited by PricewaterhouseCoopers LLP
for the fiscal year ended August 31, 1999, and by other auditors for the
fiscal years before 1999.

<TABLE>
<CAPTION>
Year Ended August 31,
1999(1) 1998 1997 1996 1995
_______ _____ ____ _____ _____
<S> <C> <C> <C> <C> <C>
Net asset value at beginning of year $ 16.78 $ 22.47 $ 18.75 $ 18.96 $ 18.95
Income from investment operations:
Net investment income 0.46 0.50 0.54 0.50 0.39
Net realized and unrealized gain (loss) 4.76 (2.76) 4.48 1.34 1.20
Total from investment operations 5.22 (2.26) 5.02 1.84 1.59
Less distributions:
Dividends from net investment income (0.41) (0.55) (0.49) (0.44) (0.29)
Distributions from net realized gains (2.03) (2.88) (0.81) (1.61) (1.29)
Total distributions (2.44) (3.43) (1.30) (2.05) (1.58)
Net asset value at end of period $ 19.56 $ 16.78 $ 22.47 $ 18.75 $ 18.96
Total Return(2) 34.72% (12.61)% 28.28% 10.85% 9.51%
Ratios/Supplemental data:
Net assets, end of year ($ x 1 million) $ 13,369 $ 11,117 $ 12,129 $ 8,451 $ 6,964
Ratio to average net assets of:
Expenses 1.12% 1.08% 1.08% 1.09% 1.12%
Net investment income 2.60% 2.53% 2.81% 2.87% 2.40%
Portfolio turnover rate 32.01% 48.23% 41.81% 19.63% 35.21%

<FN>
(1)Based on average weighted shares outstanding.

(2)Total return does not reflect sales charges, and is not annualized.
</FN>
</TABLE>

Page 8

This table describes the fees and expenses that you may pay if you buy
and hold shares of the Growth Fund. It is based on the Growth Fund's
expenses for the fiscal year ended August 31, 1999.

Shareholder Fees (fees paid directly from your investment)
Maximum sales charge (load) as a percentage of offering price 5.75%*

Annual Templeton Growth Fund, Inc. Operating Expenses
(as a percentage of average net assets)
Management Fees 0.61%
Distribution and Service (12b-1) Fees 0.25%**
Other Expenses 0.26%
Total Templeton Growth Fund, Inc. Operating Expenses 1.12%

_______________

* There is no sales charge payable on the Templeton Growth Fund, Inc.
shares deposited in a Trust. However, the maximum sales charge on the
Units, and therefore indirectly on the Templeton Growth Fund, Inc.
shares is 5.8% in the secondary market.

**Because of the distribution and service (12b-1) fees, over the long
term you may indirectly pay more than the equivalent of the maximum
permitted initial sales charge. Effectively, there are no 12b-1 fees on
the Growth Fund shares held in a Trust. However, Unit holders who
acquire shares of the Growth Fund through reinvestment of dividends or
other distributions or through reinvestment at a Trust's termination
will begin to incur 12b-1 fees at such time as shares are acquired.

Investors should be aware that the above table is not intended to
reflect in precise detail the fees and expenses associated with an
individual's own investment in the Growth Fund. Rather, the table has
been provided only to assist investors in gaining a more complete
understanding of fees, charges and expenses. The information in this
table does not reflect the charge of up to $15 per transaction if a
Shareholder requests that redemption proceeds be sent by express mail or
wired to a commercial bank account. For a more detailed discussion of
these matters, investors should refer to the appropriate sections of the
Growth Fund's Prospectus.

This example can help you compare the cost of investing in the Templeton
Growth Fund with the cost of investing in other mutual funds.

The example assumes you invest $10,000 for the periods shown and then
sell all of your shares at the end of those periods. The example also
assumes your investment has a 5% return each year and the fund's
operating expenses remain the same. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:

1 Year 3 Years 5 Years 10 Years
______ _______ _______ ________
$ 683 $ 911 $1,156 $1,860

What is Templeton Foreign Fund?

The portfolio of a Series of the Fund may also contain shares of
Templeton Foreign Fund (the "Foreign Fund). Templeton Foreign Fund is an
open-end diversified management investment company, commonly known as a
mutual fund. It was organized as a Maryland corporation on August 15,
1977, and is registered with the SEC. All Shares purchased before May 1,
1995, were considered Class I shares, so all shares held in the Trust
were Class I shares. However, beginning January 1, 1999, all Class I
shares were designated Class A Shares, so all shares contained in the
Trust are Class A Shares. Templeton Foreign Fund's objective is long-
term capital growth.

Page 9

Templeton Foreign Fund per Share
Financial Highlights

<TABLE>
<CAPTION>
Year Ended August 31
1999(1) 1998 1997 1996 1995
_____ _____ _____ _____ _____
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year $ 8.43 $ 11.40 $ 9.97 $ 9.62 $ 10.01
Income from investment operations:
Net investment income 0.27 0.30 0.32 0.27 0.23
Net realized and unrealized gain 2.82 (2.11) 1.56 0.69 0.05
Total from investment operations 3.09 (1.81) 1.88 0.96 0.28
Less distributions:
Dividends from net investment income (0.26) (0.32) (0.28) (0.25) (0.16)
Distributions from net realized gains (0.77) (0.84) (0.17) (0.36) (0.51)
Total distributions (1.03) (1.16) (0.45) (0.61) (0.67)
Net asset value, end of period 10.49 8.43 $ 11.40 $ 9.97 $ 9.62
Total Return(2) 40.36% (17.89)% 19.55% 10.68% 3.14%
Ratios/Supplemental data:
Net assets, end of year ($ x 1 million) $11,941 $10,746 $14,368 $ 9,602 $ 6,941
Ratio to average net assets of:
Expenses 1.13% 1.12% 1.08% 1.12% 1.15%
Net investment income 2.92% 2.79% 3.28% 3.09% 2.81%
Portfolio turnover rate 26.11% 38.27% 37.28% 15.91% 21.78%

<FN>
(1)Based on average weighted shares outstanding.
(2)Total return does not include sales charges, and is not annualized.
</FN>
</TABLE>

This table describes the fees and expenses that you may pay if you buy
and hold shares of the Foreign Fund. It is based on the Foreign Fund's
expenses for the fiscal year ended August 31, 1999.

Shareholder Fees
Maximum sales charge (load) as a percentage of Offering Price 5.75%*

Annual Templeton Foreign Fund Operating Expenses
(as a percentage of average net assets)
Management Fees 0.61%
Distribution and Service (12b-1) Fees 0.25%**
Other Expenses 0.27%
Total Templeton Foreign Fund Operating Expenses 1.13%

________________
* There is no sales charge payable on the Templeton Foreign Fund shares
deposited in the Trust. However, the maximum sales charge on the Units,
and therefore indirectly on the Templeton Foreign Fund shares, is 5.8%
in the secondary market.

Investors should be aware that the above table is not intended to
reflect in precise detail the fees and expenses associated with an
individual's own investment in the Foreign Fund. Rather, the table has
been provided only to assist investors in gaining a more complete
understanding of fees, charges and expenses. The information in this
table does not reflect the charge of up to $15 per transaction if a
Shareholder requests that redemption proceeds be sent by express mail or
wired to a commercial bank account. For a more detailed discussion of
these matters, investors should refer to the appropriate sections of the
Foreign Fund's Prospectus.

This example can help you compare the cost of investing in the Templeton
Foreign Fund with the cost of investing in other mutual funds.

The example assumes you invest $10,000 for the periods shown and then
sell all of your shares at the end of those periods. The example also

Page 10

assumes your investment has a 5% return each year and the fund's
operating expenses remain the same. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:

1 Year 3 Years 5 Years 10 Years
______ _______ _______ ________
$ 684 $ 913 $1,161 $1,871

What is Templeton's Investment Objective and Policy?

Principal Investments.

Under normal market conditions, the Foreign Fund will invest primarily
in the equity securities of companies located outside the U.S.,
including emerging markets, and the Growth Fund will invest primarily in
the equity securities of companies located anywhere in the world,
including emerging markets.

Equity securities generally entitle the holder to participate in a
company's general operating results. These include common stocks and
preferred stocks. The Funds will also invest in American, European and
Global Depositary Receipts. These are certificates typically issued by a
bank or trust company that give their holders the right to receive
securities issued by a foreign or domestic company.

Depending upon current market conditions, the Funds generally invest up
to 25% of their total assets in debt securities of companies and
governments located anywhere in the world. Debt securities represent an
obligation of the issuer to repay a loan of money to it, and generally
provide for the payment of interest. These include bonds, notes and
debentures.

Portfolio Selection.

The Templeton investment philosophy is "bottom-up," value-oriented and
long-term. In choosing equity investments, each Fund's manager will
focus on the market price of a company's securities relative to its
evaluation of the company's long-term earnings, asset value and cash
flow potential. A company's historical value measures, including
price/earnings ratio, profit margins and liquidation value, will also be
considered.

Temporary Investments.

The manager may take a temporary defensive position when it believes the
securities trading markets or the economies where a fund invests are
experiencing excess volatility or a prolonged general decline, or other
adverse conditions exist. Under these circumstances, a Fund may be
unable to pursue its investment goal, because it may not invest or may
invest less in global (in the case of the Growth Fund) or international
stocks (in the case of the International Fund).

Calculating Share Price

A Fund calculates the net asset value per share (NAV) each business day
at the close of trading on the New York Stock Exchange (normally 1:00
p.m. pacific time). NAV is calculated by dividing the Fund's net assets
by the number of its shares outstanding.

Each Fund's assets are generally valued at their market value. If market
prices are unavailable, or if an event occurs after the close of the
trading market that materially affects the values, assets may be valued
at their fair value. If a Fund holds securities listed primarily on a
foreign exchange that trades on days when a Fund is not open for
business, the value of your shares may change on days that you cannot
buy or sell shares.

Requests to buy and sell shares are processed at the NAV next calculated
after we receive your request in proper form.

Page 11

Who is the Investment Manager of Templeton?

Templeton Global Advisors Limited (Global Advisors), Lyford Cay, Nassau,
Bahamas, is each Fund's investment manager. Together, Global Advisors
and its affiliates manage over $218 billion in assets.

The Fund's lead portfolio manager is:

- - Mark G. Holowesko CFA, President of Global Advisors
Mr. Holowesko has been a manager of the Fund since 1987. He joined the
Franklin Templeton Group in 1985.

The following individuals have secondary portfolio management
responsibilities:

- - Richard Sean Farrington CFA, Senior Vice President of Global Advisors
Mr. Farrington has been a manager of the Fund since 1993. He joined the
Franklin Templeton Group in 1991.

- - Christopher A. Maura, Portfolio Manager of Global Advisors
Mr. Maura has been a manager of the Funds since 1999. He joined the
Franklin Templeton Group in 1993.

The Fund pays the manager a fee for managing the Fund's assets and
making its investment decisions. For the fiscal year ended August 31,
1999, the Fund paid 0.61% of its average daily net assets to the
manager. Further information concerning the Investment Managers is
included under the heading "Investment Management and Other Services" in
the Templeton Funds' SAI.

Risk Factors

STOCKS. While this may not be the case in foreign markets, in the United
States, stocks historically have outperformed other asset classes over
the long term (over the short term they tend to go up and down more
dramatically). These price movements may result from factors affecting
individual companies, industries or the securities markets as a whole.
Value stock prices are considered "cheap" relative to the company's
perceived value. They may not increase in value, as anticipated by the
manager, if other investors fail to recognize the company's value and
bid up the price or in markets favoring faster-growing companies.

FOREIGN SECURITIES. Securities of companies and governments located
outside the U.S. may involve risks that can increase the potential for
losses in a Fund. Investments in Depositary Receipts also involve some
or all of the following risks.

Country. General securities market movements in any country where a Fund
has investments are likely to affect the value of the securities that
Fund owns that trade in that country. These movements will affect such
Fund's share price and Fund performance.

The political, economic and social structures of some countries the
Funds invest in may be less stable and more volatile than those in the
U.S. The risks of investing in these countries include the possibility
of the imposition of exchange controls, currency devaluations, foreign
ownership limitations, expropriation, restrictions on removal of
currency or other assets, nationalization of assets, punitive taxes and
certain custody and settlement risks.

Each Fund's investments in developing or emerging markets are subject to
all of the risks of foreign investing generally, and have additional
heightened risks due to a lack of established legal, political, business
and social frameworks to support securities markets. Foreign securities
markets, including emerging markets, may have substantially lower
trading volumes than U.S. markets, resulting in less liquidity and more
volatility than experienced in the U.S. While short-term volatility in
these markets can be disconcerting, declines in excess of 50% are not
unusual.

Company. Foreign companies are not subject to the same disclosure,
accounting, auditing and financial reporting standards and practices as
U.S. companies and their securities may not be as liquid as securities
of similar U.S. companies. Foreign stock exchanges, trading systems,
brokers and companies generally have less government supervision and
regulation than in the U.S. Each Fund may have greater difficulty voting
proxies, exercising shareholder rights, pursuing legal remedies and
obtaining judgments with respect to foreign investments in foreign
courts than with respect to U.S. companies in U.S. courts.

CURRENCY. Many of the Funds' investments are denominated in foreign
currencies. Changes in foreign currency exchange rates will affect the
value of what the fund owns and the fund's share price. Generally, when

Page 12

the U.S. dollar rises in value against a foreign currency, an investment
in that country loses value because that currency is worth fewer U.S.
dollars. Devaluation of currency by a country's government or banking
authority also has a significant impact on the value of any securities
denominated in that currency. Currency markets generally are not as
regulated as securities markets.

Euro. On January 1, 1999, the European Monetary Union (EMU) introduced a
new single currency, the euro, which replaced the national currency for
the eleven participating member countries.

Because this change to a single currency is new and untested, it is not
possible to predict the impact of the euro on the business or financial
condition of European issuers which the fund may hold in its portfolio,
and their impact on each Fund's performance. To the extent a 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.

LIQUIDITY. A Fund may invest up to 10% of its total assets in securities
with a limited trading market. Such a market can result from political
or economic conditions affecting previously established securities
markets, particularly in emerging market countries. Reduced liquidity
may have an adverse impact on market price and each Fund's ability to
sell particular securities when necessary to meet such Fund's liquidity
needs or in response to a specific economic event. Reduced liquidity in
the secondary market for certain securities also may make it more
difficult for a Fund to obtain market quotations based on actual trades
for the purpose of valuing a Fund's portfolio.

INTEREST RATE. When interest rates rise, debt security prices fall. The
opposite is also true: debt security prices go up when interest rates
fall. In general, securities with longer maturities usually are more
sensitive to these changes.

CREDIT. This is the possibility that an issuer will be unable to make
interest payments or repay principal. Changes in an issuer's financial
strength or in a security's credit rating may affect its value and,
thus, impact fund performance.

YEAR 2000. When evaluating current and potential portfolio positions,
Year 2000 is one of the factors each Fund's manager considers.

The manager will rely upon public filings and other statements made by
companies about their Year 2000 readiness. Issuers in countries outside
the U.S., particularly in emerging markets, may be more susceptible to
Year 2000 risks and may not be required to make the same level of
disclosure about Year 2000 readiness as is required in the U.S. The
manager, of course, cannot audit each company and its major suppliers to
verify their Year 2000 readiness.

If a company in which a Fund is invested is adversely affected by Year
2000 problems, it is likely that the price of its security will also be
adversely affected. A decrease in the value of one or more of a Fund's
portfolio holdings will have a similar impact on the price of a Fund's
shares.

More detailed information about each Fund, its policies and risks can be
found in each Fund's Statement of Additional Information (SAI).

What are Some Additional Considerations for Investors?

Many computer systems were not designed to properly process information
and data involving dates of January 1, 2000 and thereafter. This is
commonly known as the "Year 2000 Problem." The Fund and its service
providers do not appear to have been adversely affected by computer
problems related to the transition to the year 2000. However, these
problems could arise or be discovered in the future. We are unable to
determine what impact, if any, the Year 2000 Problem has had or will
have on any of the issuers of the Securities, but you should note that
foreign issuers may have greater complications than other issuers.

Legislation. At any time after the Initial Date of Deposit, legislation
may be enacted that could negatively affect the Securities in the Trusts
or the issuers of the Securities. Changing approaches to regulation may
have a negative impact on certain companies represented in the Trusts.
There can be no assurance that future legislation, regulation or
deregulation will not have a material adverse effect on the Trusts or
will not impair the ability of the issuers of the Securities to achieve
their business goals.

Page 13

PUBLIC OFFERING

How is the Public Offering Price Determined?

Units are offered at the Public Offering Price as indicated in Part One
attached hereto. The Public Offering Price per 1,000 units is based on
the aggregate bid side evaluation of the Treasury Obligations and the
net asset value of the Templeton shares in a Trust, plus or minus cash,
if any, in the Principal Account held or owned by a Trust, plus a
maximum sales charge of 5.8% of the Public Offering Price (equivalent to
6.157% of the net amount invested) divided by the number of outstanding
Units of a Trust multiplied by 1,000. The minimum purchase of a Trust is
$1,000. The applicable sales charge is reduced by a discount as
indicated below for volume purchases:

Percent of Percent of
Offering Net Amount
Number of Units Price Invested
_______________________________ ___________ __________
100,000 but less than 500,000 0.60% 0.6036%
500,000 but less than 1,000,000 1.30% 1.3171%
1,000,000 or more 2.10% 2.1450%

Any such reduced sales charge shall be the responsibility of the party
making the sale. The Sponsor will pay certain broker/dealers who were,
at the Initial Date of Deposit, Managing Underwriters and Senior
Underwriters an additional concession of .10% for volume purchases of
$100,000 or more. The Sponsor will also pay these broker/dealers an
additional concession of .40% on volume purchases of $1,000,000 or more.
The reduced sales charge structure will apply on all purchases of Units
in a Trust by the same person on any one day from any one dealer.
Additionally, Units purchased in the name of the spouse of a purchaser
or in the name of a child of such purchaser under 21 years of age will
be deemed, for the purposes of calculating the applicable sales charge,
to be additional purchases by the purchaser. The reduced sales charges
will also be applicable to a trustee or other fiduciary purchasing
securities for a single trust estate or single fiduciary account. With
respect to the employees, officers and directors (including their
immediate families and trustees, custodians or a fiduciary for the
benefit of such person) of Nike Securities L.P. and its subsidiaries,
the sales charge is reduced by 2% of the Public Offering Price for
purchases of Units.

The Public Offering Price will be equal to the bid price per Unit of the
Treasury Obligations and the net asset value of the Templeton shares
therein plus or minus a pro rata share of cash, if any, in the Principal
Account of a Trust plus the applicable sales charge. The offering price
of the Treasury Obligations in a Trust may be expected to be greater
than the bid price of the Treasury Obligations by less than 2%. The
Public Offering Price of Units on the date of this Prospectus may vary
in accordance with fluctuations in the prices of the underlying
Securities.

Although payment is normally made three business days following the
order for purchase, payment may be made prior thereto. Cash, if any,
made available to the Sponsor prior to the date of settlement for the
purchase of Units may be used in the Sponsor's business and may be
deemed to be a benefit to the Sponsor, subject to the limitations of the
Securities Exchange Act of 1934. Delivery of Certificates representing
Units so ordered will be made three business days following such order
or shortly thereafter. See "Rights of Unit Holders-How May Units be
Redeemed?" for information regarding the ability to redeem Units ordered
for purchase.

How are Units Distributed?

Sales may be made to dealers and others at prices which represent a
concession or agency commission of 4.0% of the Public Offering Price.
The Sponsor reserves the right to change the amount of the concession or
agency commission from time to time. Certain commercial banks are making
Units of the Trusts available to their customers on an agency basis. A
portion of the sales charge paid by these customers is retained by or
remitted to the banks in the amounts indicated in the third preceding
sentence.

From time to time the Sponsor may implement programs under which
broker/dealers, banks and other selling agents of the Trusts may receive
nominal awards from the Sponsor for each of their registered
representatives who have sold a minimum number of UIT Units during a
specified time period. In addition, at various times the Sponsor may
implement other programs under which the sales force of broker/dealers,
banks and other selling agents may be eligible to win other nominal
awards for certain sales efforts, or under which the Sponsor will

Page 14

reallow to any such dealer that sponsors sales contests or recognition
programs conforming to criteria established by the Sponsor, or
participates in sales programs sponsored by the Sponsor, an amount not
exceeding the total applicable sales charges on the sales generated by
such person at the public offering price during such programs. Also, the
Sponsor in its discretion may from time to time pursuant to objective
criteria established by the Sponsor pay fees to qualifying dealers for
certain services or activities which are primarily intended to result in
sales of Units of a Trust. Such payments are made by the Sponsor out of
its own assets, and not out of the assets of a Trust. These programs
will not change the price Unit holders pay for their Units or the amount
that a Trust will receive from the Units sold.

The Sponsor may from time to time in its advertising and sales materials
compare the then current estimated returns on a Trust and returns over
specified periods on other similar Trusts sponsored by Nike Securities
L.P. with returns on other taxable investments such as corporate or U.S.
Government bonds, bank CDs and money market accounts or money market
funds, each of which has investment characteristics that may differ from
those of the Trusts. U.S. Government bonds, for example, are backed by
the full faith and credit of the U.S. Government and bank CDs and money
market accounts are insured by an agency of the federal government.
Money market accounts and money market funds provide stability of
principal, but pay interest at rates that vary with the condition of the
short-term debt market. The investment characteristics of the Trusts are
described more fully elsewhere in this Prospectus.

Trust performance may be compared to performance on a total return basis
with the Dow Jones Industrial Average, the S&P 500 Composite Stock Price
Index, or performance data from Lipper Analytical Services, Inc. and
Morningstar Publications, Inc. or from publications such as Money, The
New York Times, U.S. News and World Report, Business Week, Forbes or
Fortune. As with other performance data, performance comparisons should
not be considered representative of a Trust's relative performance for
any future period.

What are the Sponsor's Profits?

The Sponsor will receive a gross sales commission equal to 5.8% of the
Public Offering Price of the Units (equivalent to 6.157% of the net
amount invested) less any reduced sales charge for quantity purchases as
described under "Public Offering-How is the Public Offering Price
Determined?"

In maintaining a market for the Units, the Sponsor will also realize
profits or sustain losses in the amount of any difference between the
price at which Units are purchased and the price at which Units are
resold (which price includes a sales charge of 5.8%) or redeemed.

Will There be a Secondary Market?

Although it is not obligated to do so, the Sponsor intends to maintain a
market for the Units and continuously to offer to purchase Units at
prices, subject to change at any time, based upon the aggregate bid
price of the Treasury Obligations in the portfolio of a Trust and the
net asset value of the Templeton shares in the Trusts plus or minus
cash, if any, in the Principal Account of each Trust. All expenses
incurred in maintaining a secondary market, other than the fees of the
Evaluator, the supervisory and audit expenses, the costs of the Trustee
in transferring and recording the ownership of Units and costs incurred
in annually updating the Trust's registration statements, will be borne
by the Sponsor. If the supply of Units exceeds demand, or for some other
business reason, the Sponsor may discontinue purchases of Units at such
prices. IF A UNIT HOLDER WISHES TO DISPOSE OF UNITS, HE OR SHE SHOULD
INQUIRE OF THE SPONSOR AS TO CURRENT MARKET PRICES PRIOR TO MAKING A
TENDER FOR REDEMPTION TO THE TRUSTEE.

Page 15

RIGHTS OF UNIT HOLDERS

How is Evidence of Ownership Issued and Transferred?

The Trustee is authorized to treat as the record owner of Units that
person who is registered as such owner on the books of the Trustee.
Ownership of Units may be evidenced by registered certificates executed
by the Trustee and the Sponsor. Delivery of certificates representing
Units ordered for purchase is normally made three business days
following such order or shortly thereafter. Certificates are
transferable or may be redeemed by presentation and surrender to the
Trustee properly endorsed or accompanied by a written instrument or
instruments of transfer. A Unit holder must sign exactly as his or her
name appears on the face of the certificate with the signature
guaranteed by a participant in the Securities Transfer Agents Medallion
Program ("STAMP") or such other signature guaranty program in addition
to, or in substitution for, STAMP as may be accepted by the Trustee. In
certain instances the Trustee may require additional documents such as,
but not limited to, trust instruments, certificates of death,
appointments as executor or administrator or certificates of corporate
authority.

Certificates will be issued in fully registered form, transferable only
on the books of the Trustee in denominations of one Unit or any multiple
thereof, numbered serially for purposes of identification.

Unit holders may elect to hold their Units in uncertificated form. The
Trustee will maintain an account for each such Unit holder and will
credit each such account with the number of Units purchased by that Unit
holder. Within two business days of the issuance or transfer of Units
held in uncertificated form, the Trustee will send to the registered
owner of Units a written initial transaction statement containing a
description of a Trust; the number of Units issued or transferred; the
name, address and taxpayer identification number, if any, of the new
registered owner; a notation of any liens and restrictions of the issuer
and any adverse claims to which such Units are or may be subject or a
statement that there are no such liens, restrictions or adverse claims;
and the date the transfer was registered. Uncertificated Units are
transferable through the same procedures applicable to Units evidenced
by certificates (described above), except that no certificate need be
presented to the Trustee and no certificate will be issued upon the
transfer unless requested by the Unit holder. A Unit holder may at any
time request the Trustee to issue certificates for Units.

Although no such charge is now made or contemplated, a Unit holder may
be required to pay $2.00 to the Trustee per certificate reissued or
transferred and to pay any governmental charge that may be imposed in
connection with each such transfer or exchange. For new certificates
issued to replace destroyed, stolen or lost certificates, the Unit
holder may be required to furnish indemnity satisfactory to the Trustee
and pay such expenses as the Trustee may incur. Mutilated certificates
must be surrendered to the Trustee for replacement.

How are Income and Principal Distributed?

The Trustee will distribute any net income (other than accreted
interest) received with respect to any of the Securities in a Trust on
or about the Distribution Dates to Unit holders of record on the
preceding Record Date. See Part One for each Trust. Proceeds received on
the sale of any Securities in a Trust, to the extent not used to meet
redemptions of Units or pay expenses, will be distributed annually on
the Distribution Date to Unit holders of record on the preceding Record
Date. Income with respect to the original issue discount on the Treasury
Obligations in a Trust will not be distributed currently, although Unit
holders will be subject to federal income tax as if a distribution had
occurred. See "What is the Federal Tax Status of Unit Holders?"

The Record Dates and Distribution Dates were established so as to occur
shortly after the record date and on the payment dates of Templeton.
Templeton normally pays a dividend in October of each year representing
substantially all of its net investment income and net realized capital
gains, if any. Pursuant to current Internal Revenue Service regulations,
Templeton pays a second dividend and distribution in December of each
year.

Under regulations issued by the Internal Revenue Service, the Trustee is
required to withhold a specified percentage of any distribution made by
a Trust if the Trustee has not been furnished the Unit holder's tax

Page 16

identification number in the manner required by such regulations. Any
amount so withheld is transmitted to the Internal Revenue Service and
may be recovered by the Unit holder under certain circumstances by
contacting the Trustee, otherwise the amount may be recoverable only
when filing a tax return. Under normal circumstances the Trustee obtains
the Unit holder's tax identification number from the selling broker.
However, a Unit holder should examine his or her statements from the
Trustee to make sure that the Trustee has been provided a certified tax
identification number in order to avoid this possible "back-up
withholding." In the event the Trustee has not been previously provided
such number, one should be provided as soon as possible.

Within a reasonable time after a Trust is terminated, each Unit holder
will, upon surrender of his Units for redemption, receive: (i) the
number of shares of Templeton attributable to his Units, which will be
distributed "in-kind" directly to his account, rather than redeemed,
(ii) a pro rata share of the amounts realized upon the disposition of
the Treasury Obligations and (iii) a pro rata share of any other assets
of the Trust, less expenses of the Trust, subject to the limitation that
Treasury Obligations may not be sold to pay for Trust expenses. Not less
than 60 days prior to the termination of a Trust, Unit holders will be
offered the option of having the proceeds from the disposition of the
Treasury Obligations in a Trust invested, at the net asset value on the
date such proceeds become available to a Trust, in additional shares of
Templeton at net asset value. Unless a Unit holder indicates that he
wishes to reinvest such amounts, they will be paid in cash, as indicated
above. A Unit holder may, of course, at any time after the shares are
distributed to his account, instruct Templeton to redeem all or a
portion of the shares in his account. Shares of Templeton, as more fully
described in its prospectus, will be redeemed at the then current net
asset value. If within 180 days of the termination of a Trust a
registered owner of Units has not surrendered the Units, the Trustee
shall liquidate the shares of Templeton held for such owner and hold the
funds to which such owner is entitled until such Units are surrendered.

The Trustee will credit to the Income Account of a Trust any dividends
or distributions received on the Templeton shares therein. All other
receipts (e.g. return of principal, capital gains, etc.) are credited to
the Principal Account of the Trusts.

The Trustee may establish reserves (the "Reserve Account") within a
Trust for state and local taxes, if any, and any governmental charges
payable out of a Trust.

How Can Distributions to Unit Holders be Reinvested?

Each Unit holder of a Trust will have distributions of principal,
capital gains, if any, or income automatically invested in Templeton
shares deposited at such share's net asset value next computed, unless
he indicates at the time of purchase, or subsequently notifies the
Trustee in writing, that he wishes to receive cash payments.
Reinvestment by a Trust in Templeton shares will normally be made as of
the ex-dividend date for Templeton after the Trustee deducts therefrom
the expenses of such Trust. THE RULE 12B-1 FEES IMPOSED ON SHARES HELD
IN THE TRUSTS ARE REBATED TO THE TRUSTS AND ARE USED TO REDUCE EXPENSES
OF THE TRUST RESULTING IN INCREASED DISTRIBUTIONS TO UNIT HOLDERS. UNIT
HOLDERS WHO ACQUIRE SHARES OF TEMPLETON THROUGH REINVESTMENT OF
DIVIDENDS OR OTHER DISTRIBUTIONS OR THROUGH REINVESTMENT AT THE TRUST'S
TERMINATION WILL BEGIN TO INCUR RULE 12B-1 FEES AT SUCH TIME AS SHARES
ARE ACQUIRED.

Additional information with respect to the investment objective and the
management of Templeton is contained in its prospectus, which can be
obtained from the Sponsor or any broker/dealer with a currently
effective sales agreement with Franklin Templeton Distributors, Inc., or
by calling 1-800-342-5236.

Unit holders who are receiving distributions in cash may elect to
participate in the automatic reinvestment feature by filing with the
Trustee an election to have such distributions reinvested without a
sales charge. Such election must be received by the Trustee at least ten
days prior to the Record Date applicable to any distribution in order to
be in effect for such Record Date. Any such election shall remain in
effect until a subsequent notice is received by the Trustee.

Exchange Privilege. Subject to the following limitations, shares held in
a Unit holder's reinvestment account may be exchanged for shares of
other Templeton funds within the same class, without sales charge, on
the basis of their relative net asset values per share at the time of
exchange. THE EXCHANGE PRIVILEGE DOES NOT APPLY TO TEMPLETON FUND SHARES
IN A TRUST'S PORTFOLIO, ONLY TO A UNIT HOLDER'S REINVESTMENT ACCOUNT.
The exchange privilege is not a right and may be suspended, terminated
or modified at any time.

Page 17

A Unit holder can exchange shares between most Franklin Templeton Funds
within the same class, generally without paying any additional sales
charges. If a Unit holder exchanges shares held for less than six
months, however, such Unit holder may be charged the difference between
the initial sales charge of the two funds if the difference is more than
0.25%.

Generally exchanges may only be made between identically registered
accounts, unless the Unit holder sends written instructions with a
signature guarantee. Any Contingent Deferred Sales Charge ("CDSC") will
continue to be calculated from the date of the Unit holder's initial
investment and will not be charged at the time of the exchange. The
purchase price for determining a CDSC on exchanged shares will be the
price the Unit holder paid for the original shares.

Telephone Privileges. Unit holders automatically receive telephone
privileges, allowing a Unit holder and his or her investment
representative to sell or exchange shares and make certain other changes
to such Unit holder's account by phone.

For accounts with more than one registered owner, telephone privileges
also allow a Fund to accept written instructions signed by only one
owner for transactions and account changes that could otherwise be made
by phone. For all other transactions and changes, all registered owners
must sign the instructions.

As long as the Fund takes certain measures to verify telephone requests,
such Fund will not be responsible for any losses that may occur from
unauthorized requests. Of course, a Unit holder can decline telephone
exchange or redemption privileges.

Frequent exchanges can interfere with fund management or operations and
drive up costs for all Unit holders. To protect Unit holders, there are
limits on the number and amount of exchanges a Unit holder may make.

What Reports Will Unit Holders Receive?

The Trustee shall furnish Unit holders in connection with each
distribution a statement of the amount of income, if any, and the amount
of other receipts, if any, which are being distributed, expressed in
each case as a dollar amount per 1,000 Units. Within a reasonable time
after the end of each calendar year, the Trustee will furnish to each
person who at any time during the calendar year was a Unit holder of a
Trust the following information in reasonable detail: (1) a summary of
transactions in a Trust for such year; (2) any Securities sold during
the year and the Securities held at the end of such year by a Trust; (3)
the redemption price per 1,000 Units based upon a computation thereof on
the 31st day of December of such year (or the last business day prior
thereto); and (4) amounts of income and capital gains distributed during
such year.

How May Units be Redeemed?

A Unit holder may redeem all or a portion of his Units by tender to the
Trustee at its unit investment trust office in the City of New York of
the certificates representing the Units to be redeemed, or in the case
of uncertificated Units, delivery of a request for redemption, duly
endorsed or accompanied by proper instruments of transfer with signature
guaranteed as explained above (or by providing satisfactory indemnity,
as in connection with lost, stolen or destroyed certificates), and
payment of applicable governmental charges, if any. No redemption fee
will be charged. On the third business day following such tender, the
Unit holder will be entitled to receive in cash an amount for each Unit
equal to the Redemption Price per 1,000 Units next computed after
receipt by the Trustee of such tender of Units. The "date of tender" is
deemed to be the date on which Units are received by the Trustee (if
such day is a day on which the New York Stock Exchange is open for
trading), except that as regards Units received after 4:00 p.m. Eastern
time (or as of any earlier closing time on a day on which the New York
Stock Exchange is scheduled in advance to close at such earlier time),
the date of tender is the next day on which the New York Stock Exchange
is open for trading and such Units will be deemed to have been tendered
to the Trustee on such day for redemption at the redemption price
computed on that day. Units so redeemed shall be cancelled.

Under regulations issued by the Internal Revenue Service, the Trustee is
required to withhold a specified percentage of the principal amount of a
Unit redemption if the Trustee has not been furnished the redeeming Unit
holder's tax identification number in the manner required by such
regulations. For further information regarding this withholding, see

Page 18

"How are Income and Capital Distributed?" In the event the Trustee has
not been previously provided such number, one must be provided at the
time redemption is requested.

Any amounts paid on redemption representing income shall be withdrawn
from the Income Account of a Trust to the extent that funds are
available for such purpose. All other amounts paid on redemption shall
be withdrawn from the Principal Account of such Trust.

The Trustee is empowered to sell Securities of a Trust in order to make
funds available for redemption. To the extent that Securities are sold,
the size and diversity of a Trust will be reduced. Such sales may be
required at a time when Securities would not otherwise be sold and might
result in lower prices than might otherwise be realized. Shares of
Templeton will be sold to meet redemptions of Units before Treasury
Obligations, although Treasury Obligations may be sold if a Trust is
assured of retaining a sufficient principal amount of Treasury
Obligations to provide funds upon maturity of such Trust at least equal
to $1.00 per Unit.

The Redemption Price per Unit (as well as the Public Offering Price)
will be determined on the basis of the bid price of the Treasury
Obligations and the net asset value of the Templeton shares in a Trust
plus or minus cash, if any, in the Principal Account of a Trust as of
the close of trading on the New York Stock Exchange on the date any such
determination is made. The Redemption Price per 1,000 Units is the pro
rata share of each Unit determined by the Trustee by adding: (1) the
cash on hand in a Trust other than cash deposited in such Trust to
purchase Securities not applied to the purchase of such Securities; (2)
the aggregate value of the Securities held in a Trust, as determined by
the Evaluator on the basis of bid prices of the Treasury Obligations and
the net asset value of the Templeton shares next computed; and (3)
dividends receivable on Templeton shares trading ex-dividend as of the
date of computation; and deducting therefrom: (1) amounts representing
any applicable taxes or governmental charges payable out of a Trust; (2)
an amount representing estimated accrued expenses of a Trust, including
but not limited to fees and expenses of the Trustee (including legal and
auditing fees), the Evaluator, the Supervisor and counsel fees, if any;
(3) cash held for distribution to Unit holders of record of a Trust as
of the business day prior to the evaluation being made; and (4) other
liabilities incurred by a Trust; and finally dividing the results of
such computation by the number of Units of a Trust outstanding as of the
date thereof.

The right of redemption may be suspended and payment postponed for any
period during which the New York Stock Exchange is closed (other than
for customary weekend and holiday closings) or during which the
Securities and Exchange Commission determines that trading on that
Exchange is restricted or any emergency exists, as a result of which
disposal or evaluation of the Securities is not reasonably practicable,
or for such other periods as the Securities and Exchange Commission may
by order permit. Under certain extreme circumstances, the Sponsor may
apply to the Securities and Exchange Commission for an order permitting
a full or partial suspension of the right of Unit holders to redeem
their Units. The Trustee is not liable to any person in any way for any
loss or damage which may result from any such suspension or postponement.

How May Units be Purchased by the Sponsor?

The Trustee shall notify the Sponsor of any tender of Units for
redemption. If the Sponsor's bid in the secondary market at that time
equals or exceeds the Redemption Price per Unit, it may purchase such
Units by notifying the Trustee on the same business day and by making
payment therefor to the Unit holder not later than the day on which the
Units would otherwise have been redeemed by the Trustee. Units held by
the Sponsor may be tendered to the Trustee for redemption as any other
Units. In the event the Sponsor does not purchase Units, the Trustee may
sell Units tendered for redemption in the over-the-counter market, if
any, as long as the amount to be received by the Unit holder is equal to
the amount he would have received on redemption of the Units. Any profit
or loss resulting from the resale or redemption of Units acquired by the
Sponsor will belong to the Sponsor.

How May Securities be Removed from a Trust?

The portfolio of each Trust is not "managed" by the Sponsor or the
Trustee; their activities described herein are governed solely by the
provisions of the Indenture. The Indenture provides that the Sponsor may

Page 19

(but need not) direct the Trustee to dispose of a Security in the
unlikely event that an issuer of a Security defaults in the payment of
dividends or interest or there exist certain other materially adverse
conditions described in the Indenture.

The Trustee may also sell Securities designated by the Sponsor, or if
not so directed, in its own discretion, for the purpose of redeeming
Units of a Trust tendered for redemption and the payment of expenses;
provided, however, that in the case of Securities sold to meet
redemption requests, Treasury Obligations may only be sold if a Trust is
assured of retaining a sufficient principal amount of Treasury
Obligations to provide funds upon maturity of a Trust at least equal to
$1.00 per Unit. Treasury Obligations may not be sold to meet Trust
expenses.

INFORMATION AS TO SPONSOR, TRUSTEE AND EVALUATOR

Who is the Sponsor?

Nike Securities L.P., the Sponsor, specializes in the underwriting,
trading and distribution of unit investment trusts and other securities.
Nike Securities L.P., an Illinois limited partnership formed in 1991,
acts as Sponsor for successive series of The First Trust Combined
Series, the FT Series (formerly known as The First Trust Special
Situations Trust), The First Trust Insured Corporate Trust, The First
Trust of Insured Municipal Bonds, The First Trust GNMA, Templeton Growth
and Treasury Trust, Templeton Foreign Fund & U.S. Treasury Securities
Trust and The Advantage Growth and Treasury Securities Trust. First
Trust introduced the first insured unit investment trust in 1974 and to
date more than $27 billion in First Trust unit investment trusts have
been deposited. The Sponsor's employees include a team of professionals
with many years of experience in the unit investment trust industry. The
Sponsor is a member of the National Association of Securities Dealers,
Inc. and Securities Investor Protection Corporation and has its
principal offices at 1001 Warrenville Road, Lisle, Illinois 60532;
telephone number (630) 241-4141. As of December 31, 1999, the total
partners' capital of Nike Securities L.P. was $19,881,035 (audited).
This paragraph relates only to the Sponsor and not to the Trust or to
any series thereof or to any other Underwriter. The information is
included herein only for the purpose of informing investors as to the
financial responsibility of the Sponsor and its ability to carry out its
contractual obligations. More detailed financial information will be
made available by the Sponsor upon request.

Who is the Trustee?

The Trustee is The Chase Manhattan Bank, with its principal executive
office located at 270 Park Avenue, New York, New York 10017 and its unit
investment trust office at 4 New York Plaza, 6th floor, New York, New
York 10004-2413. Unit holders who have questions regarding the Trusts
may call the Customer Service Help Line at 1-800-682-7520. The Trustee
is subject to supervision by the Superintendent of Banks of the State of
New York, the Federal Deposit Insurance Corporation and the Board of
Governors of the Federal Reserve System.

The Trustee, whose duties are ministerial in nature, has not
participated in the selection of the Securities. For information
relating to the responsibilities of the Trustee under the Indenture,
reference is made to the material set forth under "Rights of Unit
Holders."

The Trustee and any successor trustee may resign by executing an
instrument in writing and filing the same with the Sponsor and mailing a
copy of a notice of resignation to all Unit holders. Upon receipt of
such notice, the Sponsor is obligated to appoint a successor trustee
promptly. If the Trustee becomes incapable of acting or becomes bankrupt
or its affairs are taken over by public authorities, the Sponsor may
remove the Trustee and appoint a successor as provided in the Indenture.
If upon resignation of a trustee no successor has accepted the
appointment within 30 days after notification, the retiring trustee may
apply to a court of competent jurisdiction for the appointment of a
successor. The resignation or removal of a trustee becomes effective
only when the successor trustee accepts its appointment as such or when
a court of competent jurisdiction appoints a successor trustee.

Any corporation into which a Trustee may be merged or with which it may
be consolidated, or any corporation resulting from any merger or
consolidation to which a Trustee shall be a party, shall be the
successor Trustee. The Trustee must be a banking corporation organized
under the laws of the United States or any State and having at all times

Page 20

an aggregate capital, surplus and undivided profits of not less than
$5,000,000.

Limitations on Liabilities of Sponsor and Trustee

The Sponsor and the Trustee shall be under no liability to Unit holders
for taking any action or for refraining from taking any action in good
faith pursuant to the Indenture, or for errors in judgment, but shall be
liable only for their own willful misfeasance, bad faith, gross
negligence (ordinary negligence in the case of the Trustee) or reckless
disregard of their obligations and duties. The Trustee shall not be
liable for depreciation or loss incurred by reason of the sale by the
Trustee of any of the Securities. In the event of the failure of the
Sponsor to act under the Indenture, the Trustee may act thereunder and
shall not be liable for any action taken by it in good faith under the
Indenture.

The Trustee shall not be liable for any taxes or other governmental
charges imposed upon or in respect of the Securities or upon the
interest thereon or upon it as Trustee under the Indenture or upon or in
respect of a Trust which the Trustee may be required to pay under any
present or future law of the United States of America or of any other
taxing authority having jurisdiction. In addition, the Indenture
contains other customary provisions limiting the liability of the Trustee.

If the Sponsor shall fail to perform any of its duties under the
Indenture or become incapable of acting or become bankrupt or its
affairs are taken over by public authorities, then the Trustee may (a)
appoint a successor Sponsor at rates of compensation deemed by the
Trustee to be reasonable and not exceeding amounts prescribed by the
Securities and Exchange Commission, or (b) terminate the Indenture and
liquidate a Trust as provided herein, or (c) continue to act as Trustee
without terminating the Indenture.

Who is the Evaluator?

The Evaluator is Securities Evaluation Service, Inc., 531 East Roosevelt
Road, Suite 200, Wheaton, Illinois 60187. The Evaluator may resign or
may be removed by the Sponsor and the Trustee, in which event the
Sponsor and the Trustee are to use their best efforts to appoint a
satisfactory successor. Such resignation or removal shall become
effective upon the acceptance of appointment by the successor Evaluator.
If upon resignation of the Evaluator no successor has accepted
appointment within 30 days after notice of resignation, the Evaluator
may apply to a court of competent jurisdiction for the appointment of a
successor.

The Trustee, Sponsor and Unit holders may rely on any evaluation
furnished by the Evaluator and shall have no responsibility for the
accuracy thereof. Determinations by the Evaluator under the Indenture
shall be made in good faith upon the basis of the best information
available to it, provided, however, that the Evaluator shall be under no
liability to the Trustee, Sponsor or Unit holders for errors in
judgment. This provision shall not protect the Evaluator in any case of
willful misfeasance, bad faith, gross negligence or reckless disregard
of its obligations and duties.

OTHER INFORMATION

How May the Indenture be Amended or Terminated?

The Sponsor and the Trustee have the power to amend the Indenture
without the consent of any of the Unit holders when such an amendment is
(1) to cure any ambiguity or to correct or supplement any provision of
the Indenture which may be defective or inconsistent with any other
provision contained therein, or (2) to make such other provisions as
shall not adversely affect the interest of the Unit holders (as
determined in good faith by the Sponsor and the Trustee).

The Indenture provides that the Trust shall terminate upon the maturity,
redemption or other disposition of the last of the Treasury Obligations
held in a Trust but in no event beyond the Mandatory Termination Date as
set forth in Part One for each Trust. A Trust may be liquidated at any
time by consent of 100% of the Unit holders of a Trust or by the Trustee
in the event that Units of a Trust not yet sold aggregating more than
60% of the Units of a Trust are tendered for redemption by the
Underwriters, including the Sponsor. If a Trust is liquidated because of
the redemption of unsold Units of a Trust by the Underwriters, the
Sponsor will refund to each purchaser of Units of such Trust the entire
sales charge paid by such purchaser. In the event of termination,
written notice thereof will be sent by the Trustee to all Unit holders
of a Trust. Within a reasonable period after termination, the Trustee

Page 21

will follow the procedures set forth under "Rights of Unit Holders-How
are Income and Principal Distributed?"

Legal Opinions

The legality of the Units offered hereby and certain matters relating to
federal tax law have been passed upon by Chapman and Cutler, 111 West
Monroe Street, Chicago, Illinois 60603, as counsel for the Sponsor.
Carter, Ledyard & Milburn acted as counsel for the Trustee and as
special New York tax counsel for the Trust.

Experts

The statement of net assets, including the portfolio, of each Trust
contained in Part One of this Prospectus has been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon
appearing therein, and is included in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.

Page 22

This page is intentionally left blank.

Page 23

CONTENTS:
Templeton Growth and Treasury Trust
Templeton Foreign Fund & U.S. Treasury Securities Trust:
What are Templeton Growth and Treasury Trust and
Templeton Foreign Fund & U.S. Treasury Securities
Trust? 3
What are the Expenses and Charges? 3
What is the Federal Tax Status of Unit Holders? 4
Are Investments in the Trust Eligible for
Retirement Plans? 7
Portfolio:
What are Zero Coupon Treasuries? 7
What is Templeton Growth Fund, Inc.? 8
What is Templeton Foreign Fund? 9
What is Templeton's Investment Objective
and Policy? 11
Who is the Investment Manager of Templeton? 12
Risk Factors 12
What are Some Additional Considerations for 13
Investors?
Public Offering:
How is the Public Offering Price Determined? 14
How are Units Distributed? 14
What Are the Sponsor's Profits? 15
Will There be a Secondary Market? 15
Rights of Unit Holders:
How is Evidence of Ownership Issued and
Transferred? 16
How are Income and Principal Distributed? 16
How Can Distributions to Unit Holders be
Reinvested? 17
What Reports Will Unit Holders Receive? 18
How May Units be Redeemed? 19
How May Units be Purchased by the Sponsor? 20
How May Securities be Removed from a Trust? 20
Information as to Sponsor, Trustee and Evaluator:
Who is the Sponsor? 20
Who is the Trustee? 20
Limitations on Liabilities of Sponsor and Trustee 21
Who is the Evaluator? 21
Other Information:
How May the Indenture be Amended or Terminated? 22
Legal Opinions 22
Experts 22

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION
OF AN OFFER TO BUY, SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM
IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.

THIS PROSPECTUS DOES NOT CONTAIN ALL THE INFORMATION SET FORTH IN THE
REGISTRATION STATEMENTS AND EXHIBITS RELATING THERETO, WHICH THE FUND
HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C.
UNDER THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF 1940,
AND TO WHICH REFERENCE IS HEREBY MADE.

TEMPLETON GROWTH AND TREASURY TRUST

TEMPLETON FOREIGN FUND & U.S. TREASURY SECURITIES TRUST

Prospectus
Part Two
February 29, 2000

First Trust(registered trademark)

1001 Warrenville Road, Suite 300
Lisle, Illinois 60532
1-630-241-4141

Trustee:

The Chase Manhattan Bank

4 New York Plaza, 6th floor
New York, New York 10004-2413
1-800-682-7520

THIS PART TWO MUST BE
ACCOMPANIED BY PART ONE.

PLEASE RETAIN THIS PROSPECTUS
FOR FUTURE REFERENCE

Page 24

CONTENTS OF POST-EFFECTIVE AMENDMENT
OF REGISTRATION STATEMENT

This Post-Effective Amendment of Registration Statement
comprises the following papers and documents:

The facing sheet

The prospectus

The signatures

The Consent of Independent Auditors

S-1
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
the Registrant, Templeton Foreign Fund & U.S. Treasury Securities
Trust, certifies that it meets all of the requirements for
effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this
Post-Effective Amendment of its Registration Statement to be
signed on its behalf by the undersigned thereunto duly authorized
in the Village of Lisle and State of Illinois on March 1, 2000.

TEMPLETON FOREIGN FUND & U.S.
TREASURY SECURITIES TRUST
(Registrant)
ByNIKE SECURITIES L.P.
(Depositor)

By Robert M. Porcellino
Vice President

Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment of Registration Statement has been
signed below by the following person in the capacity and on the
date indicated:

Signature Title* Date

David J. Allen Sole Director of )
Nike Securities )
Corporation, ) March 1, 2000
the General Partner )
of Nike Securities L.P. )
)
) Robert M. Porcellino
) Attorney-in-Fact**

* The title of the person named herein represents his capacity
in and relationship to Nike Securities L.P., Depositor.

** An executed copy of the related power of attorney was filed
with the Securities and Exchange Commission in connection
with the Amendment No. 1 to Form S-6 of The First Trust
Special Situations Trust, Series 18 (File No. 33-42683) and
the same is hereby incorporated herein by this reference.

S-2
CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption
"Experts" and to the use of our report dated December 10, 1999 in
this Post-Effective Amendment to the Registration Statement and
related Prospectus of Templeton Foreign Fund & U.S. Treasury
Securities Trust dated December 28, 1999.

ERNST & YOUNG

Chicago, Illinois
December 27, 1999