TEMPLETON CAPITAL ACCUMULATOR FUND INC
497, 1997-01-09
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PROSPECTUS & APPLICATION
TEMPLETON CAPITAL ACCUMULATOR FUND, INC.
JANUARY 1, 1997

This prospectus describes Templeton Capital Accumulator Fund, Inc. (the "Fund").
Shares of the Fund,  which  will be sold at Net Asset  Value,  may be  initially
acquired  by  investors  only by means of an  investment  in  Templeton  Capital
Accumulation Plans (the "Plans" or "Plan").  The charges for the first year of a
Plan can  amount to 50% of the  amounts  paid  during  that year under the Plan.
Details of the Plans,  including the creation and sales charges, may be found in
the attached prospectus for the Plans. The Fund prospectus and the Plan 
prospectus contain information you should know before investing in the Fund. 
Please keep them for future reference.

The Fund's  SAI,  dated  January 1, 1997,  as may be amended  from time to time,
includes more information about the Fund's procedures and policies.  It has been
filed with the SEC and is incorporated by reference into this prospectus.  For a
free copy or a larger print version of this  prospectus,  call 1-800/DIAL BEN or
write the Fund at the address shown.

SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY ANY BANK,  AND ARE NOT  FEDERALLY  INSURED BY THE FEDERAL  DEPOSIT  INSURANCE
CORPORATION,  THE  FEDERAL  RESERVE  BOARD,  OR ANY  OTHER  AGENCY  OF THE  U.S.
GOVERNMENT.  SHARES OF THE FUND INVOLVE INVESTMENT RISKS, INCLUDING THE POSSIBLE
LOSS OF PRINCIPAL.

LIKE ALL MUTUAL FUNDS, THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE  SEC OR ANY  STATE  SECURITIES  COMMISSION  NOR  HAS  THE  SEC OR ANY  STATE
SECURITIES  COMMISSION  PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS  PROSPECTUS IS NOT AN OFFERING OF THE  SECURITIES  HEREIN  DESCRIBED IN ANY
STATE IN WHICH THE OFFERING IS NOT AUTHORIZED. NO SALES REPRESENTATIVE,  DEALER,
OR  OTHER  PERSON  IS   AUTHORIZED   TO  GIVE  ANY   INFORMATION   OR  MAKE  ANY
REPRESENTATIONS   OTHER  THAN  THOSE  CONTAINED  IN  THIS  PROSPECTUS.   FURTHER
INFORMATION MAY BE OBTAINED FROM DISTRIBUTORS.


PAGE


TEMPLETON CAPITAL ACCUMULATOR FUND, INC.
January 1, 1997

When reading this prospectus,  you will see certain terms beginning with capital
letters. This means the term is explained in our glossary section.

TABLE OF CONTENTS

ABOUT THE FUND

Expense Summary..........................................        P-3
Financial Highlights.....................................        P-4
How does the Fund Invest its Assets?.....................        P-5
What are the Fund's Potential Risks?.....................        P-7
Who Manages the Fund?....................................        P-9
How does the Fund Measure Performance?...................        P-10
How is the Fund Organized?...............................        P-10
How Taxation Affects You and the Fund....................        P-10

ABOUT YOUR ACCOUNT

How Do I Buy Shares?.....................................        P-11
May I Exchange Shares for Shares of Another Fund?........        P-11
How Do I Sell Shares?....................................        P-12
What Distributions Might I Receive from the Fund?........        P-13
Transaction Procedures and Special Requirements..........        P-13
Services to Help You Manage Your Account.................        P-16

GLOSSARY

Useful Terms and Definitions.............................        P-18

700 Central Avenue
St. Petersburg
FL  33701
1-800/DIAL BEN


<PAGE>


ABOUT THE FUND

EXPENSE SUMMARY

This table is  designed to help you  understand  the costs of  investing  in the
Fund. It is based on the Fund's  historical  expenses,  after fee reductions and
expense limitations, for the fiscal year ended August 31, 1996.

Your actual expenses may vary.

A. SHAREHOLDER TRANSACTION EXPENSES*

      Maximum Sales Charge Imposed on Purchases                   None

B. ANNUAL FUND OPERATING EXPENSES
   (as a percentage of average net assets)

      Management Fees (after fee reduction)                      0.59%**
      Other Expenses                                             0.41%

      Total Fund Operating Expenses (after fee reduction)        1.00%**

C. EXAMPLE

      Assume the Fund's annual return is 5% and its operating expenses are as
      described above. For each $1,000 investment, you would pay the following
      projected expenses if you sold your shares after the number of years
      shown.

<TABLE>
<CAPTION>


     1 YEAR               3 YEARS              5 YEARS           10 YEARS
    <S>                  <C>                 <C>                 <C>
      $10                    $32                  $55                $122

</TABLE>


      THIS IS JUST AN EXAMPLE.  IT DOES NOT REPRESENT PAST OR FUTURE EXPENSES OR
      RETURNS. ACTUAL EXPENSES AND RETURNS MAY BE MORE OR LESS THAN THOSE SHOWN.
      The Fund pays its operating  expenses.  The effects of these  expenses are
      reflected in the Net Asset Value or dividends and are not directly charged
      to your account.

The expense summary reflects only the expenses of the Fund. A sales and creation
charge will be deducted from a Templeton Capital Accumulation Plan to compensate
the sponsor of the Plans for  creating  your Plan and for selling  expenses  and
commissions to Securities Dealers.  This charge is deducted from each investment
and will vary  according to the monthly  investment  payment units of each Plan.
For example,  on a $100 a month Plan,  $50 is deducted from each of the first 12
investment  units made. After that, the charge drops to $6.07 on each subsequent
monthly unit.  For further  details  concerning  creation and sales charges that
will be deducted  from a Plan,  see the  accompanying  prospectus  for Templeton
Capital Accumulation Plans.

*If your  transaction  is processed  through your  Securities  Dealer you may be
charged a fee by your Securities Dealer for this service. **TICI and FT Services
have agreed in advance to reduce their  respective  fees in order to limit total
expenses  to an annual  rate of 1.00% of the  Fund's  average  daily net  assets
through December 31, 1997. If this fee reduction is insufficient to so limit the
Fund's expenses,  FT Services has agreed to make certain payments to reduce Fund
expenses. Without these reductions, the Fund's "Management Fees" would be 0.75%,
and the "Total Fund Operating Expenses" would be 1.16%. After December 31, 1997,
this agreement may end at any time upon notice to the Board.

FINANCIAL HIGHLIGHTS

This table  summarizes the Fund's  financial  history.  The information has been
audited by McGladrey & Pullen, LLP, the Fund's independent auditors. Their audit
report  covering each of the most recent five years appears in the Fund's Annual
Report to  Shareholders  for the fiscal year ended August 31,  1996.  The Annual
Report  to  Shareholders   also  includes  more  information  about  the  Fund's
performance. For a free copy, please call Fund Information.

<TABLE>
<CAPTION>


YEAR ENDED AUGUST 31                             1996         1995         1994        1993        1992        1991(1)
- --------------------------------------------- ------------ ------------ ----------- ----------- ------------ -----------
<S>                                            <C>          <C>            <C>       <C>         <C>          <C>
PER SHARE OPERATING PERFORMANCE (2)
(For a share outstanding throughout the
year)

Net asset value, beginning of year                 $ 7.97        $ 8.10     $6.87       $ 5.48      $ 5.21       $  5.00
                                                    ----          -----      ----        -----        ----        ------
Income from investment operations:

   Net investment income                              .19          .14         .09         .10          .08         .07
   Net realized and unrealized gain                  1.10          .12        1.30        1.44          .28         .14
                                                     ----          ---        ----        ----          ---         ---
Total from investment operations                     1.29          .26        1.39        1.54          .36         .21
                                                     ----          ---        ----        ----          ---         ---
Distributions:

   Dividends from net investment income             (.15)        (.10)       (.07)       (.10)        (.09)          --
   Distributions from net realized gains            (.03)        (.29)       (.09)       (.05)           --          --
                                                    -----        -----       -----       -----           --          --
Total distributions                                 (.18)        (.39)       (.16)       (.15)        (.09)          --
                                                    -----        -----       -----       -----        -----          --
Change in net asset value                            1.11        (.13)        1.23        1.39          .27         .21
                                                     ----        -----        ----        ----          ---         ---
Net asset value, end of year                  $      9.08      $  7.97   $   8.10    $    6.87     $   5.48     $  5.21
                                              ===========     ========  ========    ========     ==========  ===========           
TOTAL RETURN*                                      16.50%        3.40%      20.64%      29.11%        7.01%       4.20%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000)                    $108,019      $65,538     $38,323     $18,365       $8,690      $3,635
Ratio of expenses to average net assets             1.16%        1.34%       1.58%       1.91%        1.84%       3.99%**
Ratio of expenses, net of reimbursement, to         1.00%        1.00%       1.00%       1.00%        1.00%       1.00%**
average net assets
Ratio of net investment income to average           2.56%        2.37%       1.58%       1.99%        2.06%       3.80%**
net assets
Portfolio turnover rate                            11.08%       12.91%      15.25%      14.97%       16.42%         --
Average commission rate paid (per share)       $    .0210

</TABLE>

(1) For the period from March 1, 1991(commencement of operations) to August 31,
     1991.
(2) Per share amounts for all periods have been restated to reflect a 2-for-1 
    stock split effective March 27, 1996. 
* Not annualized for periods of less than one year. Does not reflect the Plan's 
  sales and creation charges.
** Annualized.

HOW DOES THE FUND INVEST ITS ASSETS?

THE FUND'S INVESTMENT OBJECTIVE

The Fund's investment  objective is long-term capital growth,  which it seeks to
achieve through a flexible policy of investing in stocks and debt obligations of
companies and governments of any nation. Any income realized will be incidental.
The objective is a fundamental policy of the Fund and may not be changed without
shareholder approval. Of course, there is no assurance that the Fund's objective
will be achieved.

The Fund principally  invests in common stocks, but may also invest in preferred
stock and debt obligations  (defined as bonds (including  convertible  bonds and
bonds selling at a discount), notes, debentures, commercial paper, time deposits
and bankers' acceptances),  which may be rated or unrated, and which may include
structured investments,  as described in the SAI under "How Does the Fund Invest
its Assets?  - Structured  Investments."  The Fund may invest in stocks and debt
obligations of companies and debt obligations of governments of any nation.

The Board  has  adopted  an  operating  policy,  which  may be  changed  without
shareholder approval, that no more than 5% of the Fund's assets will be invested
in debt securities rated less than Baa by Moody's or BBB by S&P. Debt securities
which are rated Baa by Moody's are considered  medium grade  obligations,  i.e.,
they  are  neither  highly  protected  nor  poorly  secured.   Such  bonds  lack
outstanding investment  characteristics and have speculative  characteristics as
well,  according to Moody's.  Debt  securities  rated BBB by S&P are regarded as
having adequate capacity to pay interest and repay principal.  According to S&P,
while these debt securities  normally  exhibit adequate  protection  parameters,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened  capacity  to pay  interest  and repay  principal.  The Fund will not
invest in debt securities rated less than Caa by Moody's or CCC by S&P.

Whenever,  in the judgment of TICI, market or economic conditions  warrant,  the
Fund may, for temporary defensive purposes, invest without limit in money market
securities,  denominated  in U.S.  dollars  or in the  currency  of any  foreign
country,  issued by  entities  organized  in the U.S.  or any  foreign  country,
consisting of: short-term (less than 12 months to maturity) and medium-term (not
greater than five years to maturity)  obligations  issued or  guaranteed  by the
U.S.  government  or the  government  of a foreign  country,  their  agencies or
instrumentalities;  finance company and corporate  commercial  paper,  and other
short-term corporate obligations,  in each case rated Prime-1 by Moody's or A or
better by S&P or, if unrated,  of comparable  quality as determined by TICI; and
repurchase  agreements  with  U.S.  banks and  broker-dealers  with  respect  to
Canadian or U.S.  government  securities.  In addition,  for temporary defensive
purposes,  the Fund may  invest  up to 25% of its total  assets  in  obligations
(including  certificates of deposit,  time deposits and bankers' acceptances) of
U.S. and foreign banks; provided that the Fund will limit its investment in time
deposits for which there is a penalty for early  withdrawal  to 10% of its total
assets. In the event that the Fund adopts a temporary  defensive  position,  the
investment  practices  described  above may not be  consistent  with the  Fund's
stated investment objective.

The Fund may invest no more than 5% of its total assets in securities  issued by
any one company or government, exclusive of U.S. government securities. Although
the Fund may  invest  up to 25% of its  assets in a single  industry,  it has no
present  intention  of doing so. In  furtherance  of its  objective  of  capital
growth,  the Fund may  invest  up to 5% of its  assets  in  warrants  (excluding
warrants  acquired in units or attached to securities).  The Fund may not invest
more than 15% of its total assets in securities of all types of foreign  issuers
which are not listed on a recognized U.S. or foreign  securities  exchange,  and
may not  invest  more  than 10% of its  total  assets  in  securities  which are
illiquid,  including securities which are not publicly traded or which cannot be
readily resold because of legal or  contractual  restrictions,  or which are not
otherwise readily marketable  (including  repurchase agreements having more than
seven days remaining to maturity), and over-the-counter options purchased by the
Fund. Assets used as cover for over-the-counter options written by the Fund will
be  considered  illiquid.  The  Fund's  investment  objective  and the  policies
described  in  this  paragraph,  as  well  as  certain  investment  restrictions
described in the SAI, cannot be changed without shareholder approval.  All other
investment policies may be modified by the Board.

The Fund may lend its portfolio  securities,  as well as enter into transactions
in options  on  securities  indices  and  foreign  currencies,  forward  foreign
currency exchange  contracts,  and futures  contracts and related options.  When
deemed  appropriate  by TICI,  the Fund may invest cash  balances in  repurchase
agreements and other money market investments to maintain liquidity in an amount
to  meet  expenses  or  for  day-to-day  operating  purposes.  These  investment
techniques  are described  below and under the heading "How Does the Fund Invest
its Assets?" in the SAI.

The Fund  invests  for  long-term  growth  of  capital  and does not  intend  to
emphasize short-term trading profits.  Accordingly,  the Fund expects to have an
annual portfolio turnover rate not exceeding 50%.

TYPES OF SECURITIES IN WHICH THE FUND MAY INVEST

The Fund is authorized to use the various  securities and investment  techniques
described below. Although these strategies are regularly used by some investment
companies and other  institutional  investors in various markets,  some of these
strategies  cannot at the present  time be used to a  significant  extent by the
Fund in some of the  markets  in  which  the  Fund  will  invest  and may not be
available for extensive use in the future.

LOANS OF  PORTFOLIO  SECURITIES.  The Fund may lend to banks and  broker-dealers
portfolio  securities  with an aggregate  market value of up to one-third of its
total  assets to  generate  income.  Such loans  must be  secured by  collateral
(consisting  of  any  combination  of  cash,  U.S.   government   securities  or
irrevocable  letters  of  credit)  in an  amount  at  least  equal  (on a  daily
marked-to-market  basis) to the current market value of the  securities  loaned.
The Fund may  terminate  the  loans at any time and  obtain  the  return  of the
securities  loaned within five business  days. The Fund will continue to receive
any interest or dividends  paid on the loaned  securities  and will  continue to
retain any voting rights with respect to the securities.

DEBT  SECURITIES.  The Fund may invest in the debt  securities  of companies and
governments of any nation. Certain debt securities can provide the potential for
capital appreciation based on various factors such as changes in interest rates,
economic  and market  conditions,  improvement  in an issuer's  ability to repay
principal  and pay interest,  and ratings  upgrades.  Additionally,  convertible
bonds offer the  potential  for  capital  appreciation  through  the  conversion
feature,  which enables the holder of the bond to benefit from  increases in the
market price of the securities into which they are convertible.

OPTIONS ON INDICES. The Fund may write (i.e., sell) covered put and call options
and purchase put and call options on securities  indices that are traded on U.S.
and  foreign  exchanges  or in the  over-the-counter  markets.  An  option  on a
securities index permits the purchaser of the option,  in return for the premium
paid, the right to receive from the seller cash equal to the difference  between
the closing  price of the index and the exercise  price of the option.  The Fund
may write a call or put option only if the option is "covered."  This means that
so long as the Fund is  obligated as the writer of an option,  it will  maintain
with its custodian cash or cash equivalents  equal to the contract value (in the
case of call options) or exercise  price (in the case of put options).  The Fund
will not  purchase put or call  options if the  aggregate  premium paid for such
options would exceed 5% of its total assets at the time of purchase.

FORWARD FOREIGN CURRENCY EXCHANGE  CONTRACTS AND OPTIONS ON FOREIGN  CURRENCIES.
The Fund may enter into forward foreign currency  exchange  contracts  ("forward
contracts") to attempt to minimize the risk to the Fund from adverse  changes in
the  relationship  between  the U.S.  dollar and foreign  currencies.  A forward
contract is an obligation to purchase or sell a specific  currency for an agreed
price at a future date which is individually  negotiated and privately traded by
currency  traders  and  their  customers.  The Fund  may  enter  into a  forward
contract,  for example,  when it enters into a contract for the purchase or sale
of a security  denominated in a foreign  currency in order to "lock in" the U.S.
dollar price of the security. The Fund will not enter into forward contracts if,
as a result,  the Fund will have more than 20% of its total assets  committed to
the consummation of such contracts. The Fund may also purchase and write put and
call  options on  foreign  currencies  for the  purpose  of  protecting  against
declines  in the  dollar  value of  foreign  portfolio  securities  and  against
increases in the U.S. dollar cost of foreign securities to be acquired.

FUTURES  CONTRACTS.  For hedging  purposes  only, the Fund may purchase and sell
stock index futures contracts, foreign currency futures contracts and options on
any of the foregoing.  An index futures contract is an agreement to take or make
delivery of an amount of cash based on the  difference  between the value of the
index at the beginning and at the end of the contract period. A futures contract
on a foreign  currency is an  agreement  to buy or sell a specified  amount of a
currency for a set price on a future  date.  When the Fund enters into a futures
contract,  if must make an initial  deposit,  known as  "initial  margin,"  as a
partial  guarantee of its  performance  under the contract.  As the value of the
index or currency  fluctuates,  either party to the contract is required to make
additional margin payments, known as "variation margin," to cover any additional
obligation  it may have under the  contract.  In addition,  when the Fund enters
into a futures  contract,  it will  segregate  assets or "cover" its position in
accordance  with the 1940  Act.  See "How Does the Fund  Invest  its  Assets?  -
Futures Contracts" in the SAI. The Fund may not commit more than 5% of its total
assets to initial margin deposits on futures contracts and related options.

REPURCHASE AGREEMENTS.  For temporary defensive purposes and for cash management
purposes,  when the Fund  acquires a security  from a U.S.  bank or a registered
broker-dealer,  it may simultaneously enter into a repurchase agreement, wherein
the seller agrees to repurchase the security at a specified time and price.  The
repurchase  price is in excess of the purchase price by an amount which reflects
an  agreed-upon  rate of  return,  which is not tied to the  coupon  rate on the
underlying security. Under the 1940 Act, repurchase agreements are considered to
be loans  collateralized by the underlying  security and therefore will be fully
collateralized.  However,  if the seller  should  default on its  obligation  to
repurchase the underlying security,  the Fund may experience delay or difficulty
in exercising  its rights to realize upon the security and might incur a loss if
the value of the security declines,  as well as disposition costs in liquidating
the security.

DEPOSITARY  RECEIPTS.  The Fund may purchase  sponsored or unsponsored  American
Depositary  Receipts ("ADRs"),  European Depositary Receipts ("EDRs") and Global
Depositary Receipts ("GDRs")  (collectively,  "depositary  receipts").  ADRs are
depositary  receipts  typically  issued by a U.S.  bank or trust  company  which
evidence  ownership of underlying  securities  issued by a foreign  corporation.
EDRs and GDRs are typically issued by foreign banks or trust companies, although
they also may be issued by U.S. banks or trust companies, and evidence ownership
of  underlying  securities  issued by either a  foreign  or a U.S.  corporation.
Generally,  depositary  receipts in registered  form are designed for use in the
U.S.  securities market and depositary  receipts in bearer form are designed for
use  in  securities  markets  outside  the  U.S.  Depositary  receipts  may  not
necessarily be  denominated  in the same currency as the  underlying  securities
into which they may be converted.  Depositary receipts may be issued pursuant to
sponsored or unsponsored  programs.  In sponsored  programs,  an issuer has made
arrangements to have its securities  traded in the form of depositary  receipts.
In unsponsored programs, the issuer may not be directly involved in the creation
of the program.  Although regulatory  requirements with respect to sponsored and
unsponsored  programs are generally  similar,  in some cases it may be easier to
obtain  financial  information  from an  issuer  that  has  participated  in the
creation  of a sponsored  program.  Accordingly,  there may be less  information
available regarding issuers of securities  underlying  unsponsored  programs and
there may not be a correlation  between such information and the market value of
the  depositary  receipts.  Depositary  receipts also involve the risks of other
investments  in foreign  securities,  as  discussed  below.  For purposes of the
Fund's investment  policies,  the Fund's investments in depositary receipts will
be deemed to be investments in the underlying securities.

WHAT ARE THE FUND'S POTENTIAL RISKS?

You should  understand  that all  investments  involve  risk and there can be no
guarantee  against loss  resulting from an investment in the Fund, nor can there
be any assurance that the Fund's investment objective will be attained.  As with
any  investment in  securities,  the value of, and income from, an investment in
the Fund can  decrease as well as  increase,  depending  on a variety of factors
which may  affect  the values  and  income  generated  by the  Fund's  portfolio
securities,  including  general  economic  conditions  and  market  factors.  In
addition to the  factors  which  affect the value of  individual  securities,  a
shareholder  may  anticipate  that the  value  of the  shares  of the Fund  will
fluctuate  with  movements in the broader  equity and bond  markets. A decline
in the stock  market of any  country in which the Fund is  invested  may
also be  reflected  in declines  in the price of shares of the Fund.  Changes in
currency  valuations  will also affect the price of shares of the Fund.  History
reflects both decreases and increases in stock markets and currency  valuations,
and these may occur  unpredictably  in the future.  The value of debt securities
held by the Fund  generally  will vary  inversely  with  changes  in  prevailing
interest rates. Additionally,  investment decisions made by TICI will not always
be  profitable  or prove to have been  correct.  The Fund is not  intended  as a
complete investment program.

The Fund has the unlimited right to purchase  securities in any foreign country,
developed or underdeveloped. Investors should consider carefully the substantial
risks involved in investing in foreign securities,  which are in addition to the
usual risks inherent in domestic investments. Such risks include the possibility
of expropriation,  nationalization or confiscatory taxation,  taxation of income
earned in foreign  nations or other taxes imposed with respect to investments in
foreign nations,  foreign exchange controls (which may include suspension of the
ability to transfer currency from a given country),  foreign investment controls
on daily  stock  market  movements,  default in foreign  government  securities,
political or social instability,  or diplomatic  developments which could affect
investment  in  securities  of  issuers in those  nations.  Some  countries  may
withhold portions of interest and dividends at the source. In addition,  in many
countries  there is less publicly  available  information  about issuers than is
available in reports  about  companies  in the U.S.  Foreign  companies  are not
generally subject to uniform accounting or financial  reporting  standards,  and
auditing practices and requirements may not be comparable to those applicable to
U.S.  companies.  Further,  the Fund may encounter  difficulties or be unable to
vote proxies,  exercise  shareholder  rights,  pursue legal  remedies and obtain
judgments in foreign courts.

Brokerage commissions, custodial services and other costs relating to investment
in foreign  countries  are generally  more  expensive  than in the U.S.  Foreign
securities markets also have different clearance and settlement procedures,  and
in certain  markets there have been times when  settlements  have been unable to
keep pace with the volume of  securities  transactions,  making it  difficult to
conduct  such  transactions.  Delays in  settlement  could  result in  temporary
periods when assets of the Fund are uninvested and no return is earned  thereon.
The inability of the Fund to make intended security  purchases due to settlement
problems  could  cause  the Fund to miss  attractive  investment  opportunities.
Inability to dispose of portfolio  securities  due to settlement  problems could
result either in losses to the Fund due to  subsequent  declines in value of the
portfolio  security  or, if the Fund has  entered  into a  contract  to sell the
security, could result in possible liability to the purchaser.

In many foreign countries,  there is less government  supervision and regulation
of  business  and  industry  practices,  stock  exchanges,  brokers  and  listed
companies than in the U.S. There is an increased risk,  therefore,  of uninsured
loss due to lost, stolen or counterfeit  stock  certificates.  In addition,  the
foreign securities markets of many of the countries in which the Fund may invest
may also be smaller,  less liquid,  and subject to greater price volatility than
those in the U.S. As an operating policy, the Fund may invest no more than 5% of
its assets in Eastern European countries,  which involves special risks that are
described under "What Are the Fund's Potential Risks?" in the SAI.

Prior  governmental  approval of non-domestic  investments may be required under
certain  circumstances in some developing  countries,  and the extent of foreign
investment  in  domestic  companies  may  be  subject  to  limitation  in  other
developing  countries.  Foreign ownership limitations also may be imposed by the
charters of individual companies in developing countries to prevent, among other
concerns, violation of foreign investment limitations.

Repatriation  of  investment  income,  capital and  proceeds of sales by foreign
investors  may  require  governmental   registration  and/or  approval  in  some
developing  countries.  The Fund could be  adversely  affected by delays in or a
refusal to grant any  required  governmental  registration  or approval for such
repatriation.

Further,  the economies of developing  countries generally are heavily dependent
upon  international  trade and,  accordingly,  have been and may  continue to be
adversely affected by trade barriers,  exchange controls, managed adjustments in
relative currency values and other protectionist  measures imposed or negotiated
by the countries with which they trade.  These  economies have also been and may
continue to be adversely  affected by economic  conditions in the countries with
which they trade.

As a  non-fundamental  policy,  the Fund will limit its  investments  in Russian
securities  to 5% of its total assets.  Russian  securities  involve  additional
significant  risks,  including  political and social  uncertainty  (for example,
regional  conflicts  and  risk  of  war),  currency  exchange  rate  volatility,
pervasiveness of corruption and crime in the Russian economic system,  delays in
settling portfolio  transactions and risk of loss arising out of Russia's system
of share registration and custody. For more information on these risks and other
risks  associated  with  Russian  securities,  please  see "What are the  Fund's
Potential Risks?" in the SAI.

The Fund usually effects currency exchange  transactions on a spot (i.e.,  cash)
basis at the spot rate prevailing in the foreign exchange market.  However, some
price spread on currency  exchange (to cover  service  charges) will be incurred
when the Fund converts assets from one currency to another.

The Fund is authorized to invest in medium  quality or high risk,  lower quality
debt  securities  that are rated between BBB and CCC by S&P, and between Baa and
Caa  by  Moody's  or,  if  unrated,  are of  equivalent  investment  quality  as
determined  by TICI. As an operating  policy,  which may be changed by the Board
without shareholder approval, the Fund will not invest more than 5% of its total
assets in debt securities rated less than BBB by S&P or Baa by Moody's.
The Board may consider a change in this  operating  policy if, in its  judgment,
economic  conditions change such that a higher level of investment in high risk,
lower quality debt securities would be consistent with the interests of the Fund
and its shareholders.  High risk, lower quality debt securities,  commonly known
as junk bonds,  are regarded,  on balance,  as  predominantly  speculative  with
respect  to the  issuer's  capacity  to pay  interest  and  repay  principal  in
accordance with the terms of the obligation and may be in default.  Unrated debt
securities are not  necessarily of lower quality than rated  securities but they
may not be attractive to as many buyers.  Regardless of rating levels,  all debt
securities  considered for purchase (whether rated or unrated) will be carefully
analyzed by TICI to insure, to the extent possible,  that the planned investment
is sound.  The Fund may, from time to time,  purchase  defaulted debt securities
if, in the opinion of TICI, the issuer may resume interest  payments in the near
future. As a fundamental  policy,  the Fund will not invest more than 10% of its
total assets in defaulted debt securities, which may be illiquid.

Successful  use of futures  contracts and related  options is subject to special
risk  considerations.  A liquid  secondary  market  for any  futures  or options
contract may not be available when a futures or options position is sought to be
closed. In addition,  there may be an imperfect correlation between movements in
the  foreign  currency  on which the  futures or options  contract  is based and
movements in the currency in the Fund's portfolio.  Successful use of futures or
options  contracts is further  dependent on TICI's ability to correctly  predict
movements in a stock index or foreign  currency  market and no assurance  can be
given that its judgment will be correct.

The receipt by the Fund of new money  solely  through  the medium of  continuing
payments under systematic  investment plans may tend to produce a more even rate
of influx than is the case of funds  whose  shares are sold  directly.  This may
furnish a base for a gradual and planned accumulation of positions in individual
portfolio securities when such a program is deemed to be appropriate.

There can be no  assurance  that the  investment  objective  of the Fund will be
achieved.  There are further  risk  considerations,  including  possible  losses
through the holding of  securities in domestic and foreign  custodian  banks and
depositories, described in the SAI.

WHO MANAGES THE FUND?

THE BOARD.  The Board oversees the management of the Fund and elects its 
officers. The officers are responsible for the Fund's day-to-day operations.

INVESTMENT  MANAGER.  TICI  manages the Fund's  assets and makes its  investment
decisions.  TICI also performs  similar  services for other funds.  It is wholly
owned by Resources,  a publicly owned company engaged in the financial  services
industry through its subsidiaries. Charles B. Johnson and Rupert H. Johnson, Jr.
are the principal shareholders of Resources.  Together,  TICI and its affiliates
manage  over  $172  billion  in  assets.  The  Templeton  organization  has been
investing  globally  since  1940.  TICI  and  its  affiliates  have  offices  in
Argentina, Australia, Bahamas, Canada, France, Germany, Hong Kong, India, Italy,
Luxembourg,  Poland,  Russia,  Scotland,  Singapore,  South  Africa,  U.S.,  and
Vietnam.   Please  see   "Investment   Management   and  Other   Services"   and
"Miscellaneous   Information"   in  the  SAI  for   information   on  securities
transactions and a summary of the Fund's Code of Ethics.

PORTFOLIO MANAGEMENT.  The lead portfolio manager for the Fund since 1993 is 
Gary P. Motyl. Mr. Motyl is an executive vice president of TICI. He holds a BS 
degree in finance from Lehigh University and an MBA degree in finance from Pace 
University. He is a Chartered Financial Analyst. Prior to joining the Templeton
organization in 1981, Mr. Motyl worked from 1974 to 1979 as a securities 
analyst with S&P, and as a research analyst and portfolio manager from  1979 to
1981 with Landmark First Mortgage Bank, where he had responsibility for
equity research and managed several pension and profit sharing plans.
His research responsibilities with Templeton include the global 
automobile industry, U.S. utilities and country coverage of Germany.

Gary R. Clemons and Mark R. Beveridge  exercise secondary  portfolio  management
responsibilities  for the Fund.  Mr. Clemons is a senior vice president of TICI.
He holds a BS in geology  from the  University  of Nevada - Reno and an MBA with
emphases in finance and  investment  banking from the  University of Wisconsin -
Madison.  He joined TICI in 1993.  Before joining TICI he was a research analyst
at  Templeton  Quantitative  Advisors,  Inc.  in New  York,  where  he was  also
responsible for management of a small  capitalization fund. Mr. Clemons' current
research responsibilities include the telecommunications  industries and country
coverage of Columbia,  Peru,  Sweden and Norway.  Mr. Beveridge is a senior vice
president of TICI. He holds a BBA in finance from the  University of Miami.  Mr.
Beveridge is a Chartered Financial Analyst, a Chartered Investment Counselor and
a  member  of  the  South  Florida   Society  of  Financial   Analysts  and  the
International  Society of  Financial  Analysts.  Before  joining  the  Templeton
organization in 1985 as a securities analyst, Mr. Beveridge was a principal with
a financial accounting software firm based in Miami,  Florida. He is currently a
portfolio manager and analyst with research  responsibilities for the country of
Argentina and the following industries:  appliances,  household durables,  waste
management, industrial components and business and public services.

MANAGEMENT  FEES.  For the fiscal  year ended  August  31,  1996,  the Fund paid
management  fees totaling  0.59% of the Fund's  average  daily net assets.  TICI
voluntarily  agreed to reduce its fees in order to limit  total  expenses of the
Fund.  Without this voluntary  agreement,  management fees would be 0.75% of the
Fund's average daily net assets. After December 31, 1997, this agreement may end
at any time upon notice to the Board.

PORTFOLIO  TRANSACTIONS.  TICI  tries  to  obtain  the  best  execution  on  all
transactions.  If TICI  believes  more than one broker or dealer can provide the
best execution,  consistent with internal  policies it may consider research and
related services and the sale of Plans (and therefore,  indirectly,  the sale of
shares),  as well as shares of other funds in the  Franklin  Templeton  Group of
Funds,  when  selecting  a broker or  dealer.  Please see "How Does the Fund Buy
Securities For its Portfolio?" in the SAI for more information.

ADMINISTRATIVE  SERVICES.  FT Services (and, prior to October 1, 1996, Templeton
Global Investors,  Inc.) provides certain administrative services and facilities
for the Fund. During the fiscal year ended August 31, 1996,  administration fees
totaling  0.15% of the  average  daily  net  assets  of the Fund were paid to 
Templeton Global Investors, INc. Please see "Investment  Management and Other 
Services" in the SAI for more information.

TOTAL  EXPENSES.  For the fiscal  year ended  August  31,  1996,  the total Fund
operating  expenses were 1.00% of the Fund's  average daily net assets.  Without
the voluntary  agreement of TICI and FT Services to limit  total  expenses,  
total  Fund  operating expenses would be 1.16%.

HOW DOES THE FUND MEASURE PERFORMANCE?

From time to time, the Fund advertises its  performance.  The most commonly used
measure of  performance  is total  return.  Performance  figures may not include
sales and creation charges  associated with the purchase of the Fund through the
Plans; of course,  total return  quotations would be lower if sales and creation
charges were taken into account.

Total return is the change in value of an  investment  over a given  period.  It
assumes any dividends and capital gains are reinvested.

The Fund's investment results will vary. Performance figures are always based on
past  performance  and do not  guarantee  future  results.  For a more  detailed
description of how the Fund calculates its performance figures,  please see "How
does the Fund Measure Performance?" in the SAI.

HOW IS THE FUND ORGANIZED?

The Fund is a diversified,  open-end  management  investment  company,  commonly
called a mutual fund. It was organized as a Maryland  corporation on October 26,
1990,  and is  registered  with the SEC under the 1940 Act.  The Fund  sells its
shares only through  Templeton  Capital  Accumulation  Plans, a unit  investment
trust.  Each  share of the Fund has one vote.  All  shares  have  equal  voting,
participation and liquidation rights.  Shares of the Fund are considered Class I
shares for redemption,  exchange and other purposes. In the future, the Fund may
offer additional classes of shares.

The Fund has noncumulative voting rights. This gives holders of more than 50% of
the shares voting the ability to elect all of the members of the Board.  If this
happens, holders of the remaining shares voting will not be able to elect anyone
to the Board.

The Fund does not  intend to hold  annual  shareholder  meetings.  It may hold a
special meeting,  however, for matters requiring  shareholder approval under the
1940 Act. The Fund will call a special meeting of  shareholders  for the purpose
of considering the removal of a Board member if requested in writing to do so by
shareholders  holding  at  least  10% of the  outstanding  shares.  The 1940 Act
requires that we help you communicate with other shareholders in connection with
removing members of the Board.

HOW TAXATION AFFECTS YOU AND THE FUND

The following  discussion  reflects some of the tax  considerations  that affect
mutual  funds  and  their  shareholders.  For more  information  on tax  matters
relating  to the Fund  and its  shareholders,  see  "Additional  Information  on
Distributions and Taxes" in the SAI.

The Fund  intends to elect to be treated and to qualify each year as a regulated
investment  company  under  Subchapter  M of the Code.  A  regulated  investment
company  generally  is not  subject  to  federal  income tax on income and gains
distributed  in a  timely  manner  to its  shareholders.  The  Fund  intends  to
distribute to shareholders  substantially  all of its net investment  income and
net realized  capital gains,  which  generally will be taxable income or capital
gains in their hands. Distributions declared in October, November or December to
shareholders  of record on a date in such month and paid  during  the  following
January will be treated as having been received by  shareholders  on December 31
in the year such distributions were declared. The Fund will inform you each year
of the amount and nature of such income or gains. Sales or other dispositions of
Fund shares  generally  will give rise to taxable gain or loss.  You should note
that planholders generally are considered to be the shareholders of the Fund for
federal tax purposes.


<PAGE>


ABOUT YOUR ACCOUNT

HOW DO I BUY SHARES?

The Fund offers its shares  through an investment  in the Plans.  Details of the
Plans,  including  the  terms of the  offering,  may be  found  in the  attached
prospectus for the Plans.  Except in cases where  planholders have received Fund
shares in connection with the liquidation of a Plan or partial withdrawal from a
Plan  (into  a  non-contributory   voluntary  account),   it  is  not  generally
contemplated  that any person,  other than TFTC as custodian for the Plans, will
directly hold any shares of the Fund.

No Securities Dealer,  salesman, or other person has been authorized to give any
information or to make any  representations,  other than those contained in this
prospectus  and in the SAI,  in  connection  with the  offer  contained  in this
prospectus,  and, if given or made,  such other  information or  representations
must not be  relied  upon as  having  been  authorized  by the  Fund,  TICI,  or
Distributors.

Except for the fact that the Fund's shares are available only through the Plans,
the Fund does not represent an investment concept which is new or different from
other  investment  companies  for  which  TICI  or  its  affiliates  acts  as an
investment manager.  The Fund's investment objective of long-term capital growth
is similar to the  objective of certain  other  Franklin  Templeton  Funds.  The
methods  employed by each of these other funds in attaining the  objective  vary
from each other and from the Fund.  The  investment  results  attained  by these
other Franklin  Templeton  Funds have varied from each other in the past and are
likely to continue to vary from each other and from the Fund in the future.  You
could, however, purchase shares of the other Franklin Templeton Funds, which, in
the early years of the Plan, would be at a lesser sales charge.

Investors  wishing  information  on any of these funds may  contact  Shareholder
Services at 1-800/632-2301.

MAY I EXCHANGE SHARES FOR SHARES OF ANOTHER FUND?

We offer a wide  variety  of funds.  If you  liquidate  a Plan or  exercise  the
partial  withdrawal  privilege  under a Plan, you may move your investment to an
existing  or new account in another  Franklin  Templeton  Fund (an  "exchange").
Because it is  technically  a sale and a purchase  of shares,  an  exchange is a
taxable transaction.

Before  making  an  exchange,  please  read the  prospectus  of the fund you are
interested  in.  This  will  help you  learn  about  the fund and its  rules and
requirements for exchanges.  For example,  some Franklin  Templeton Funds do not
accept exchanges and others may have different investment minimums.  In general,
no  sales  charge  applies,  and in the  case  of an  exchange  into a  Franklin
Templeton  fund that offers two classes of shares,  a shareholder  would receive
Class I shares,  which  generally bear lower Rule 12b-1  distribution  fees than
Class II shares of the same fund.


<PAGE>


- -
METHOD                                 STEPS TO FOLLOW

 
BY MAIL                                1. Send TFTC written instructions signed 
                                          by all account owners
                                       2. Include any outstanding share 
                                          certificates for the shares you're
                                          exchanging

BY PHONE                               Call Shareholder Services or TeleFACTS

                                       If you do not want th ability to
                                       exchange by phone to apply to your
                                       account, please let us know.

THROUGH YOUR DEALER                    Call your investment representative


 EXCHANGE RESTRICTIONS

Please be aware that the following restrictions apply to exchanges:

  -   You may only exchange shares within the SAME CLASS.

  -   The accounts must be identically registered. You may exchange shares from 
      a Fund account requiring two or more signatures into an identically 
      registered money fund account requiring only one signature for all
      transactions. PLEASE NOTIFY US IN WRITING IF YOU DO NOT WANT THIS OPTION 
      TO BE AVAILABLE ON YOUR ACCOUNT(S). Additional procedures may apply. 
      Please see "Transaction Procedures and Special Requirements."

      Trust Company IRA or 403(b)  retirement  plan accounts may exchange shares
     as described  above.  Restrictions  may apply to other types of  retirement
     plans.  Please contact our Retirement  Plans  Department for information on
     exchanges within these plans.

      The fund you are exchanging  into must be eligible for sale in your state.
      We may modify or discontinue  our exchange  policy if we give you 60 days'
      written notice.

Please refer to  "Transaction  Procedures  and Special  Requirements"  for other
important information on how to exchange shares.

HOW DO I SELL SHARES?

If you liquidate your Plan or exercise the partial withdrawal  privilege under a
Plan, you may sell (redeem) the shares received at any time.

  METHOD                               STEPS TO FOLLOW

BY MAIL                                1. Send TFTC written instructions signed
                                          by all account owners
                                       2. Include any outstanding share 
                                          certificates for the shares you are 
                                          selling
                                       3. Provide a signature guarantee if 
                                          required
                                       4. Corporate, partnership and trust 
                                          accounts may need to send additional
                                          documents. Accounts under court 
                                          jurisdiction may have additional
                                          requirements.

BY PHONE                               Call Shareholder Services

(Only available if you have            Telephone requests will be accepted:
completed and sent to us the
telephone redemption agreement              If the request is up to $50,000.
included with this  prospectus)        
                                            If there are no share certificates 
                                            issued for the shares you want to 
                                            sell or you have already returned 
                                            them to the Fund.

                                            If you  are  selling  shares  in an
                                            account that is not a Trust Company
                                            retirement plan account.

                                            If the  redemption is to be sent to
                                            the address of record.

THROUGH YOUR DEALER                    Call your investment representative


We will send your redemption check within seven days after we receive  your
request in proper form. If you sell your shares by phone, the check may only be
made payable to all registered owners on the account and sent to the address of
record. We are not able to pay out cash in the form of currency.

If you sell shares you just purchased in the Plan with a check or draft, we may
delay sending you the proceeds for up to 15 days or more to allow the check or
draft to clear. A certified or cashier's check may clear in less time.

Under unusual circumstances, we may suspend redemptions or postpone payment for
more than seven days as permitted by federal securities law.

Please refer to "Transaction Procedures and Special Requirements" for other
important information on how to exchange shares.

TRUST COMPANY RETIREMENT PLAN ACCOUNTS

To comply with IRS regulations, you need to complete additional forms before
selling shares in a Trust Company retirement plan account. Tax  penalties
generally apply to any distribution from these plans to a participant under age
59 1/2, unless the distribution meets an exception stated in the Code. To obtain
the necessary forms, please call our Retirement Plans Department.

WHAT DISTRIBUTIONS MIGHT I RECEIVE FROM THE FUND?

Dividends  and capital gain  distributions  (if any) are usually paid in October
and (if  necessary) in December  representing  all or  substantially  all of the
Fund's  net  investment  income  and  any net  realized  capital  gains.  Income
dividends and capital gain distributions paid by the Fund, pursuant to the terms
of the Plans,  are  automatically  reinvested  on the  payment  date in whole or
fractional  shares of the Fund at net asset value as of the ex-dividend date. If
you elect, you may receive such  distributions in cash so long as the account is
not a Trust Company  retirement plan account.  The processing  date  for the
reinvestment  of dividends  may vary from time to time, and does not affect the
amount or value of the shares acquired.

TRANSACTION PROCEDURES AND SPECIAL REQUIREMENTS

HOW AND WHEN SHARES ARE PRICED

The Fund is open for business  each day the NYSE is open.  We determine  the Net
Asset Value per share as of the scheduled close of the NYSE, generally 4:00 p.m.
Eastern time.  You can find the prior day's closing Net Asset Value and Offering
Price in many newspapers.

To calculate  Net Asset Value per share of each class,  the assets of each class
are valued and totaled,  liabilities are subtracted, and the balance, called net
assets, is divided by the number of shares of the class outstanding.  The Fund's
assets are valued as described under "How are Fund Shares Valued? " in the SAI.

THE PRICE WE USE WHEN YOU BUY OR SELL SHARES

You may obtain shares in the Fund only through  purchasing shares in a Plan. The
Offering  Price of the Plan  shares is based on the Fund's  Net Asset  Value per
share,  and includes the maximum  sales  charge.  We calculate it to two decimal
places using standard rounding criteria. You sell shares at Net Asset Value.

We  will  use the  Net  Asset  Value  next  calculated  after  we  receive  your
transaction  request in proper  form.  If you buy or sell  shares  through  your
Securities  Dealer,  however,  we will use the Net Asset  Value next  calculated
after  your  Securities   Dealer  receives  your  request,   which  is  promptly
transmitted to the Fund. Your redemption proceeds will not earn interest between
the time we  receive  the order from your  dealer  and the time we  receive  any
required documents.

PROPER FORM

An order to buy shares is in proper form when we receive your signed shareholder
application and check. Written requests to sell or exchange shares are in proper
form when we receive written  instructions signed by all registered owners, with
a signature  guarantee if necessary.  We must also receive any outstanding share
certificates for those shares.

WRITTEN INSTRUCTIONS

Written instructions must be signed by all registered owners. To avoid any delay
in processing your transaction, they should include:

      Your name,
      The Fund's name,
      Your account number,

      A description of the request,
      The dollar amount or number of shares,

      For exchanges, the name of the fund you're exchanging into,

      A  telephone  number  where we may reach  you  during  the day,  or in the
      evening if preferred,  The address the check is to be sent to if different
      from the address of record,  and The name of the payee if  different  from
      the registered owner(s).

SIGNATURE GUARANTEES

For our mutual  protection,  we require a signature  guarantee in the  following
situations:

1)    You wish to sell over $50,000 worth of shares,
2) You want the proceeds to be paid to someone other than the registered owners,
3) You want the proceeds sent to an address other than the address of record, 4)
We believe a signature guarantee would protect us against potential claims based
on the instructions

     received.

A signature  guarantee  verifies the  authenticity  of your signature and may be
obtained from certain banks,  brokers or other eligible  guarantors.  YOU SHOULD
VERIFY  THAT THE  INSTITUTION  IS AN  ELIGIBLE  GUARANTOR  PRIOR TO  SIGNING.  A
CERTIFICATION BY A NOTARY REPUBLIC IS NOT SUFFICIENT.

SHARE CERTIFICATES

We will  credit  your  shares  to  your  Fund  account.  We do not  issue  share
certificates  unless you  specifically  request them. This eliminates the costly
problem of replacing lost, stolen or destroyed certificates. If a certificate is
lost, stolen or destroyed,  you may have to pay an insurance premium of up to 2%
of the value of the certificate to replace it.

Any outstanding  share  certificates must be returned to the Fund if you want to
sell or  exchange  those  shares  or if you  would  like to  start a  systematic
withdrawal plan.  You can do this by completing a share assignment form and  
returning the certificate and assignment form in separate envelopes using 
certified or registered mail.

TELEPHONE TRANSACTIONS

You may initiate  many  transactions  by phone.  Please refer to the sections of
this  prospectus  that discuss the  transaction  you would like to make. You may
also call Shareholder Services for instructions.

When you call,  we will request  personal or other  identifying  information  to
confirm that your  instructions are genuine.  We will also record calls. We will
not be  liable  for  following  instructions  communicated  by  telephone  if we
reasonably  believe  they are  genuine.  For  your  protection,  we may  delay a
transaction  or not implement one if we are not  reasonably  satisfied  that the
instructions are genuine. If this occurs, we will not be liable for any loss.

If our lines are busy or you are otherwise  unable to reach us by phone, you may
wish to ask  your  investment  representative  for  assistance  or send  written
instructions to us, as described elsewhere in this prospectus. If you are unable
to execute a transaction by telephone, we will not be liable for any loss.

TRUST  COMPANY  RETIREMENT  PLAN  ACCOUNTS.  You may not sell  shares  or change
distribution  options on Trust Company  retirement plans by phone. While you may
exchange  shares of Trust Company IRA and 403(b)  retirement  accounts by phone,
certain restrictions may be imposed on other retirement plans.

To obtain any required forms or more information about  distribution or transfer
procedures, please call our Retirement Plans Department.

ACCOUNT REGISTRATIONS AND REQUIRED DOCUMENTS

When  you  open an  account,  you  need to tell  us how  you  want  your  shares
registered.  How you register your account will affect your ownership rights and
ability  to make  certain  transactions.  If you  have  questions  about  how to
register your account,  you should  consult your  investment  representative  or
legal advisor.  Please keep the following  information in mind when  registering
your account.

JOINT OWNERSHIP. If you open an account with two or more owners, we register the
account  as "joint  tenants  with  rights of  survivorship"  unless  you tell us
otherwise.  An account registered as "joint tenants with rights of survivorship"
is shown as "Jt Ten" on your account statement. For any account with two or more
owners, ALL owners must sign instructions to process transactions and changes to
the account. Even if the law in your state says otherwise,  you will not be able
to change owners on the account unless all owners agree in writing. If you would
like another person or owner to sign for you,  please send us a current power of
attorney.

GIFTS AND  TRANSFERS TO MINORS.  You may set up a custodial  account for a minor
under your state's Uniform  Gifts/Transfers  to Minors Act. Other than this form
of registration, a minor may not be named as an account owner.

TRUSTS. If you register your account as a trust, you should have a valid written
trust  document to avoid future  disputes or possible court action over who owns
the account.  The  registration of your account should also include the name and
date of the trust.

REQUIRED DOCUMENTS. For corporate,  partnership and trust accounts,  please send
us the  following  documents  when you open your  account.  This will help avoid
delays in  processing  your  transactions  while we  verify  who may sign on the
account.  Since shares in the Fund can only be acquired by  transferring  shares
from a Plan, a transfer  letter of  instructions  is required in addition to the
following documents:

  TYPE OF ACCOUNT               DOCUMENTS REQUIRED

CORPORATION                     Corporate Resolution

PARTNERSHIP                     1. The pages from the partnership agreement that
                                  identify the general partners, or
                                2. A certification for a partnership agreement

TRUST                           1. The pages from the trust document that 
                                   identify the trustees, or
                                2. A certification for trust


STREET OR  NOMINEE  ACCOUNTS.  If you have Fund shares held in a "street" or
"nominee" name account with your Securities Dealer, you may transfer the shares
to the street or nominee name account of another Securities Dealer. Both dealers
must have an agreement  with  Distributors  or we will not process the transfer.
Contact your  Securities  Dealer to initiate the  transfer.  We will process the
transfer  after we receive  authorization  in proper  form from your  delivering
Securities Dealer. Accounts may be transferred  electronically through the NSCC.
For accounts  registered  in street or nominee  name,  we may take  instructions
directly from the Securities Dealer or your nominee.

ELECTRONIC INSTRUCTIONS. If there is a Securities Dealer or other representative
of record on your  account,  we are  authorized  to use and  execute  electronic
instructions. We can accept electronic instructions directly from your dealer or
representative without further inquiry. Electronic instructions may be processed
through  the  services  of  the  NSCC,   which  currently   include  the  NSCC's
"Networking," "Fund/SERV," and "ACATS" systems, or through  Franklin/Templeton's
PCTrades II(TM) System.

TAX IDENTIFICATION NUMBER

For tax reasons, we must have your correct Social Security or tax identification
number on a signed  shareholder  application or applicable tax form. Federal law
requires us to withhold 31% of your taxable  distributions  and sale proceeds if
(i) you have not furnished a certified correct taxpayer  identification  number,
(ii) you have not certified that withholding does not apply,  (iii) the IRS or a
Securities Dealer notifies the Fund that the number you gave us is incorrect, or
(iv) you are subject to backup withholding.

We may  refuse  to open an  account  if you fail to  provide  the  required  tax
identification number and certifications.  We may also close your account if the
IRS  notifies  us that  your tax  identification  number  is  incorrect.  If you
complete  an  "awaiting  TIN"  certification,  we must  receive  a  correct  tax
identification  number  within  60 days of your  initial  purchase  to keep your
account open.

KEEPING YOUR ACCOUNT OPEN

Due to the relatively  high cost of  maintaining a small  account,  we may close
your account if the value of your shares is less than $50.

SERVICES TO HELP YOU MANAGE YOUR ACCOUNT

SYSTEMATIC WITHDRAWAL PLAN

Our  systematic  withdrawal  plan  allows you to sell your  shares  and  receive
regular payments from your account on a monthly, quarterly, semiannual or annual
basis. The value of your account must be at least $5,000 and the minimum payment
amount for each withdrawal must be at least $50. For retirement plans subject to
mandatory distribution requirements, the $50 minimum will not apply.

If you would like to establish a systematic withdrawal plan, please complete the
systematic  withdrawal plan section of the shareholder Plan application included
with this  prospectus.  Be sure to indicate  how you would like to receive  your
payments. You may choose to direct your payments to buy the same class of shares
of another  Franklin  Templeton  Fund or have the money sent directly to you, to
another person, or to a checking  account.  If you choose to have the money sent
to a checking account, another location, or an address other than the address of
record, a signature guarantee is required.

You will  generally  receive  your  payment  by the end of the  month in which a
payment is  scheduled.  When you sell your shares under a systematic  withdrawal
plan, it is a taxable transaction.

You may discontinue a systematic withdrawal plan, change the amount and schedule
of  withdrawal  payments,  or suspend one payment by  notifying us in writing at
least  seven  business  days  before the end of the month  preceding a scheduled
payment.  Please  see "How Do I Buy,  Sell and  Exchange  Shares?  -  Systematic
Withdrawal Plan" in the SAI for more information.

TELEFACTS(R)

From a touch-tone  phone,  you may call our  TeleFACTS  system (day or night) at
1-800/247-1753 to:

      obtain information about your account;

      obtain price and  performance  information  about any  Franklin  Templeton
      Fund; and request duplicate statements and deposit slips for your account.

You will need the Fund's code number to use TeleFACTS. The Fund's code is 450.

STATEMENTS AND REPORTS TO SHAREHOLDERS

We will send you the following statements and reports on a regular basis:

      Confirmation  and  account  statements  reflecting  transactions  in  your
     account,   including   transfers   from  your  Plan  account  and  dividend
     reinvestments.  PLEASE  VERIFY THE  ACCURACY  OF YOUR  STATEMENTS  WHEN YOU
     RECEIVE THEM.

      Financial  reports  of the Fund will be sent every six  months.  To reduce
     Fund  expenses,  we  attempt  to  identify  related  shareholders  within a
     household and send only one copy of a report.  Call Fund Information if you
     would like an additional  free copy of the Fund's  financial  reports or an
     interim quarterly report.

AVAILABILITY OF THESE SERVICES

The services above are available to most shareholders.  If, however, your shares
are held by a financial  institution,  in a street name  account,  or  networked
through the NSCC, the Fund may not be able to offer these  services  directly to
you. Please contact your investment representative.

WHAT IF I HAVE QUESTIONS ABOUT MY ACCOUNT?

If you have  any  questions  about  your  account,  you may  write  to  Investor
Services,  P.O.  Box  33030,  St.  Petersburg,  FL  33733-8030.   The  Fund  and
Distributors are also located at this address.  You may also contact us by phone
at one of the numbers listed below.
<TABLE>
<CAPTION>


                                                                          HOURS OF OPERATION
                                                                          (EASTERN TIME)
DEPARTMENT NAME                            TELEPHONE NO.                  (MONDAY THROUGH FRIDAY)
<S>                                         <C>                            <C>
Shareholder Services                       1-800/632-2301                 8:30 a.m. to 8:00 p.m.
Dealer Services                            1-800/524-4040                 8:30 a.m. to 8:00 p.m.
Fund Information                           1-800/DIAL BEN                 8:30 a.m. to 11:00 p.m.
                                           (1-800/342-5236)               9:30 a.m. to 5:30 p.m.
                                                                          (Saturday)
Retirement Plans                           1-800/527-2020                 8:30 a.m. to 8:00 p.m.
TDD (hearing impaired)                     1-800/851-0637                 8:30 a.m. to 8:00 p.m.

</TABLE>

Your phone call may be  monitored or recorded to ensure we provide you with high
quality  service.  You will  hear a regular  beeping  tone if your call is being
recorded.


<PAGE>


GLOSSARY

USEFUL TERMS AND DEFINITIONS

1940 ACT - Investment Company Act of 1940, as amended

BOARD - The Board of Directors of the Fund

CD - Certificate of deposit

CLASS I AND CLASS II - Certain funds in the Franklin  Templeton Funds offer two
classes of shares, designated  "Class I" and "Class II." The two classes  have
proportionate interests in the same portfolio of investment securities. They
differ, however,  primarily in their sales charge structures and Rule 12b-1
plans. The Fund's shares are considered Class I  shares for redemption,
exchange and other purposes.

CODE - Internal Revenue Code of 1986, as amended

DISTRIBUTORS - Franklin/Templeton Distributors, Inc., the Fund's principal 
underwriter. The SAI lists the officers and Board members who are affiliated 
with Distributors. See "Officers and Directors."

FRANKLIN  FUNDS - The mutual  funds in the Franklin Group of Funds(R) except
Franklin Valuemark Funds and the

Franklin Government Securities Trust

FRANKLIN TEMPLETON FUNDS - The Franklin Funds and the Templeton Funds

FRANKLIN  TEMPLETON GROUP - Franklin  Resources,  Inc., a publicly owned holding
company, and its various subsidiaries

FRANKLIN TEMPLETON GROUP OF FUNDS - All U.S. registered investment companies in 
the Franklin Group of Funds(R) and the Templeton Group of Funds

FT SERVICES - Franklin Templeton Services, Inc., the Fund's administrator

INVESTOR  SERVICES -  Franklin/Templeton  Investor  Services,  Inc.,  the Fund's
shareholder servicing and transfer agent

IRS - Internal Revenue Service

MOODY'S - Moody's Investors Service, Inc.

NET ASSET VALUE (NAV) - The value of a mutual fund is  determined  by  deducting
the fund's  liabilities  from the total assets of the  portfolio.  The net asset
value per share is determined by dividing the net asset value of the fund by the
number of shares outstanding.

NSCC - National Securities Clearing Corporation

NYSE - New York Stock Exchange, Inc.

OFFERING  PRICE - The public  offering  price is the Net Asset  Value per share.
Shares of the Fund may be initially  acquired through an investment in Templeton
Capital  Accumulation Plans. The charges for the first year of a Plan can amount
to 50% of the amounts paid during that year under the Plan.

RESOURCES - Franklin Resources, Inc.

SAI - Statement of Additional Information

S&P - Standard & Poor's Rating Service, a division of McGraw Hill Companies, 
Inc.

SEC - U.S. Securities and Exchange Commission

SECURITIES  DEALER - A financial  institution  that,  either directly or through
affiliates,  has an agreement with  Distributors  to handle  customer orders and
accounts  with the Fund.  This  reference is for  convenience  only and does not
indicate a legal conclusion of capacity.

TELEFACTS(R) - Franklin Templeton's automated customer servicing system

TEMPLETON FUNDS - The U.S. registered mutual funds in the Templeton Group of 
Funds except Templeton Capital Accumulator Fund, Inc., Templeton Variable 
Annuity Fund, and Templeton Variable Products Series Fund

TFTC - Templeton Funds Trust Company, the custodian for the Plans as described 
in the Plan prospectus

TICI - Templeton Investment Counsel, Inc., the Fund's investment manager, is
located at Broward Financial Centre, Fort Lauderdale, FL 33394-3091.

TRUST COMPANY - Franklin Templeton Trust Company. Trust Company is an affiliate 
of Distributors and both are wholly owned subsidiaries of Resources.

U.S. - United States

WE/OUR/US - Unless the context indicates a different meaning, these terms refer
to the Fund and/or Investor Services, Distributors, or other wholly owned
subsidiaries of Resources.



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