TEMPLETON CAPITAL ACCUMULATOR FUND INC
497, 2000-01-03
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PROSPECTUS


TEMPLETON CAPITAL
ACCUMULATOR
FUND, INC.




INVESTMENT STRATEGY
           GROWTH





January 1, 2000


[LOGO (R)
FRANKLIN(R) TEMPLETON (R)

You may not purchase fund shares directly. You may acquire fund shares only by
investing in Templeton Capital Accumulation Plans (the Plans or Plan). Depending
upon your monthly investment amount, the sales charges on the first 12
investments made in the first year of a Plan can be 50% of the total amount you
invest during that year. The Plans are not suitable for short-term investment.
Details of the Plans, including all charges, are in the attached prospectus for
the Plans. Please read the Plan prospectus before investing and keep it for
future reference.

The SEC has not approved or disapproved these securities or passed upon the
adequacy of this prospectus. Any representation to the contrary is a criminal
offense.

                                         CONTENTS

                                          THE FUND
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[Begin callout]
INFORMATION ABOUT THE FUND YOU SHOULD KNOW BEFORE INVESTING
[End callout]


                                   2      Goal and Strategies

                                   2      Main Risks

                                   5      Performance

                                   5      Fees and Expenses

                                   6      Management

                                   6      Distributions and Taxes

                                   7      Financial Highlights

                                          YOUR ACCOUNT
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[Begin callout]
INFORMATION ABOUT SALES CHARGES, ACCOUNT TRANSACTIONS AND SERVICES
[End callout]
                                   8      Buying Shares

                                   8      Investor Services

                                   9      Selling Shares

                                  10      Account Policies

                                  11      Questions


                                          FOR MORE INFORMATION
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[Begin callout]
WHERE TO LEARN MORE ABOUT THE FUND
[End callout]

                                          Back Cover


          THE FUND

GOAL AND STRATEGIES
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[INSERT GRAPHIC OF BULLEYES AND ARROW]

GOAL The fund's investment goal is long-term capital growth.


PRINCIPAL INVESTMENTS Under normal market conditions,  the fund normally invests
in equity  securities and debt  obligations of companies and  governments of any
nation.


Equity  securities  generally  entitle the holder to  participate in a company's
general operating  results.  Equity securities  include common stock,  preferred
stock,   convertible   securities,   warrants  or  rights.  The  fund's  primary
investments are in common stock.  In selecting  equity  securities,  the manager
does a company-by-company  analysis, rather than focusing on a specific industry
or economic sector. The manager concentrates  primarily on the market price of a
company's  securities  relative to its view  regarding the  company's  long-term
earnings   potential.   A  company's   historical   value  measures,   including
price/earnings  ratios,  profit  margins  and  liquidation  value,  also will be
considered.

Debt  securities  represent an obligation of the issuer to repay a loan of money
to it, and generally provides for the payment of interest.  These include bonds,
notes and debentures, commercial paper, time deposits, bankers' acceptances, and
structured investments. The fund may buy both rated and unrated debt securities.

The fund may  invest in  American,  European  and  Global  Depositary  Receipts.
Depositary receipts 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 corporation.

TEMPORARY  INVESTMENTS The manager may take a temporary  defensive position when
it believes the securities  trading  markets or the economies of countries where
the fund invests are experiencing  excessive  volatility or a prolonged  general
decline, or other adverse conditions exist. Under these circumstances,  the fund
may be unable to pursue  its  investment  goal  because it may not invest or may
invest substantially less in equity securities and debt obligations of companies
and governments of any nations.

MAIN RISKS
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[INSERT GRAPHIC OF CHART WITH LINE GOING UP AND DOWN]


STOCKS While this may not be the case in foreign  markets,  in the U.S.,  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 market as a whole.


[Begin callout]
Because the securities the fund holds fluctuate in price, the value of your
investment in the fund will go up and down. This means you could lose money over
short or even extended periods.
[End callout]


The  Templeton  investment  philosophy  is  "bottom-up,"   value-oriented,   and
long-term. In choosing equity investments,  the 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.


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

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

The political, economic and social structures of some countries the fund invests
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   and  other   assets,
nationalization  of assets,  punitive  taxes and certain  custody and settlement
risks.


The 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  in the  U.S.  While
short-term  volatility in these markets can be  disconcerting,  declines of more
than 50% are not unusual.  The  definition of developing or emerging  markets or
countries as used by the fund's  manager may differ from the  definition  of the
same terms as used in managing other Franklin Templeton funds.


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. The 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.  Foreign markets and
their  participants  generally have less  government  supervision and regulation
than in the U.S.


CURRENCY  To the  extent  the  fund's  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 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 a
currency  by a  country's  government  or  banking  authority  also  will have 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  will  replace  the  national  currency  for
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
fund performance.  To the extent the fund holds non-U.S.  dollar (euro or other)
denominated  securities,  it will  still  be  exposed  to  currency  risk due to
fluctuations in those currencies versus the U.S. dollar.

INCOME  Since  the  fund  can  only  distribute   what  it  earns,   the  fund's
distributions to shareholders may decline when interest rates fall.

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

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


LIQUIDITY  The fund will not invest  more than 10% of its net assets in illiquid
securities.  Illiquid  securities  generally are securities  that cannot be sold
within seven days in the normal course of business at  approximately  the amount
at which the fund has valued them.  Reduced liquidity may have an adverse impact
on market  price and the  fund's  ability  to sell  particular  securities  when
necessary  to meet the  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 the fund to obtain market  quotations  based
on actual trades for the purpose of valuing the fund's portfolio.


MARKET A  security's  value may be reduced by market  activity or the results of
supply and demand.  This is a basic risk associated  with all  securities.  When
there are more sellers than buyers,  prices tend to fall.  Likewise,  when there
are more buyers than sellers, prices tend to rise.

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

The manager will rely upon public filings and other statements made by companies
about  their Year 2000  readiness.  Companies  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 the fund is  invested is  adversely  affected by Year 2000
problems,  it is likely that the price of its securities  also will be adversely
affected.  A  decrease  in the  value  of one or  more of the  fund's  portfolio
holdings will have a similar impact on the fund's performance. Please see page 5
for more information.

More detailed  information  about the fund,  its policies  (including  temporary
investments),  risks and bond  ratings can be found in the fund's  Statement  of
Additional Information (SAI).


[Begin callout]
Mutual fund shares 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. Mutual fund shares involve investment risks, including the possible
loss of principal.
[End callout]


PERFORMANCE
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[INSER GRAPHIC OF A BEAR AND A BULL]

This bar chart and table show the volatility of the fund's returns, which is one
indicator of the risks of investing in the fund.  The bar chart shows changes in
the fund's  returns from year to year over the past seven  calendar  years.  The
table shows how the fund's  average  annual total returns  compare to those of a
broad-based  securities market index. Of course, past performance cannot predict
or guarantee future results.

ANNUAL TOTAL RETURNS/1/

[INSERT BAR GRAPH]





6.64%     39.52%     2.68%    14.80%     22.98%     11.16%     8.58%
- ------------------------------------------------------------------------
 92         93         94       95        96         97          98
                                      YEAR


[Begin callout]
BEST
QUARTER:
Q4 `98
17.42%

WORST
QUARTER:
Q3 `98
- -17.04%
[End callout]

AVERAGE  ANNUAL TOTAL RETURNS
For the periods  ended  December 31, 1998
NO SALES CHARGES

                                                                    SINCE
                                                                  INCEPTION
                                         1 YEAR     5 YEARS        (3/1/91)
- -------------------------------------------------------------------------------
Templeton Capital Accumulator Fund/2/     8.58%      11.84%        13.97%
MSCI All Country World Free Index/3/     21.97%      14.78%        12.51%


1. Figures do not reflect sales charges. If they did, returns would be lower. As
of September 30, 1999, the fund's year-to-date return was 10.04%.

2. Figures reflect NAV returns.
All fund performance assumes reinvestment of dividends and capital gains.


3. Source:  Standard & Poor's(R) Micropal.  The unmanaged MSCI All Country World
Free Index  measures the  performance  of  securities  located in 48  countries,
including  emerging  markets  in Latin  America,  Asia and  Eastern  Europe.  It
includes reinvested dividends. One cannot invest directly in an index, nor is an
index representative of the fund's portfolio.

FEES AND EXPENSES
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[INSERT GRAPHIC OF PERCENTAGE SIGN]

This table  describes the fees and expenses that you may pay if you buy and hold
shares of the fund.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Maximum sales charge (load) as a percentage of offering price    None

ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS)

Management fees                                                  0.75%
Other expenses                                                   0.36%
                                                                 -------
Total annual fund operating expenses                             1.11%
                                                                 =======


EXAMPLE

This  example can help you compare  the cost of  investing  in the fund with the
cost of investing in other mutual funds. It assumes:

o You invest $10,000 for the periods shown;

o Your investment has a 5% return each year;

o The fund's  operating  expenses remain the same; and

o You sell your shares at the end of the periods shown.

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
- ------------------------------------------------------------------------
                                 $113     $353     $612    $1,352

The expense  summary shows only the expenses of the fund. THE PLANS CHARGE YOU A
SEPARATE SALES CHARGE TO COMPENSATE  DISTRIBUTORS  FOR CREATING THE PLANS AND TO
PAY SELLING  EXPENSES AND  COMMISSIONS  TO  SECURITIES  DEALERS.  We deduct this
charge  from  each  monthly  investment  that you  make.  The  charge  will vary
according to the size of your  monthly  investment.  For example,  on a $100 per
month Plan, $50 is deducted from each of the first 12 monthly investments. After
that,  the charge  drops to $6.07 on each  subsequent  monthly  investment.  For
details concerning sales charges, see the accompanying prospectus for the Plans.


MANAGEMENT
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[INSERT GRAPHIC OF BRIEFCASE]

Templeton  Investment  Counsel,   Inc.  (Investment   Counsel),  is  the  fund's
investment manager. Together,  Investment Counsel and its affiliates manage over
$218 billion in assets.

The fund's lead portfolio manager is:

GARY P. MOTYL CFA, DIRECTOR AND EXECUTIVE VICE PRESIDENT OF INVESTMENT COUNSEL
Mr.  Motyl has been a manager of the fund  since  1993.  He joined the  Franklin
Templeton Group in 1981.

The following individuals have secondary portfolio management responsibilities:

MARK R. BEVERIDGE CFA, SENIOR VICE PRESIDENT OF INVESTMENT COUNSEL
Mr.  Beveridge has been a manager of the fund since 1993. He joined the Franklin
Templeton Group in 1985.


GUANG YANG CFA, VICE PRESIDENT OF INVESTMENT COUNSEL
Mr.  Yang has been a manager of the fund  since  1999.  He joined  the  Franklin
Templeton Group in 1995.


The fund pays Investment Counsel a fee for managing the fund's assets and making
its  investment  decisions.  For the fiscal year ended August 31, 1999, the fund
paid 0.75% of its average daily net assets to the manager.

YEAR 2000 PROBLEM The fund's business  operations  depend on a worldwide network
of computer  systems  that contain date  fields,  including  securities  trading
systems,  securities  transfer agent operations and stock market links.  Many of
the systems  currently  use a two digit date field to  represent  the date,  and
unless  these  systems  are  changed  or  modified,  they  may  not be  able  to
distinguish  the Year 1900 from the Year 2000 (commonly  referred to as the Year
2000  problem).  In  addition,  the fact  that the Year  2000 is a leap year may
create difficulties for some systems.


When the Year 2000 arrives, the fund's operations could be adversely affected if
the computer systems used by the manager,  its service providers and other third
parties it does business with are not Year 2000 ready.  For example,  the fund's
portfolio and operational  areas could be impacted,  including  securities trade
processing,  interest and dividend  payments,  securities  pricing,  shareholder
account  services,  reporting,  custody  functions  and  others.  The fund could
experience  difficulties  in  effecting  transactions  if  any  of  its  foreign
subcustodians, or if foreign broker-dealers or foreign markets are not ready for
Year 2000.


The fund's manager and its affiliated  service  providers are making a concerted
effort to take steps they believe are reasonably  designed to address their Year
2000 problems.  Of course,  the fund's ability to reduce the effects of the Year
2000 problem is also very much  dependent upon the efforts of third parties over
which the fund and its manager may have no control.

DISTRIBUTIONS AND TAXES
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[INSERT GRAPHIC OF DOLLAR SIGNS AND STACKS OF COINS]

INCOME AND CAPITAL  GAINS  DISTRIBUTIONS  The fund  intends to pay a dividend at
least annually  representing  substantially all of its net investment income and
any net realized  capital gains. The amount of this  distribution  will vary and
there is no guarantee the fund will pay dividends.

To receive a  distribution,  you must be a shareholder  on the record date.  The
record date for the fund's  distributions will vary. Please keep in mind that if
you invest in the fund  shortly  before the record date of a  distribution,  any
distribution  will  lower the value of the  fund's  shares by the  amount of the
distribution  and you will receive some of your investment back in the form of a
taxable distribution. If you would like information on upcoming record dates for
the fund's distributions, please call 1-800/DIAL BEN(R)

TAX  CONSIDERATIONS In general,  fund distributions are taxable to you as either
ordinary  income or  capital  gains.  This is true  whether  you  reinvest  your
distributions  in  additional  fund shares or receive them in cash.  Any capital
gains the fund  distributes  are taxable to you as  long-term  capital  gains no
matter how long you have owned your shares.

[Begin callout]
BACKUP WITHHOLDING
By law, the fund must withhold 31% of your taxable distributions and proceeds if
you do not provide your correct social security or taxpayer identification
number, or if the IRS instructs the fund to do so.
[End callout]

Every  January,  you will  receive a  statement  that  shows  the tax  status of
distributions  you  received for the previous  year.  Distributions  declared in
December but paid in January are taxable as if they were paid in December.

When you sell your shares of the fund,  you may have a capital gain or loss. For
tax purposes, an exchange of your fund shares for shares of a different Franklin
Templeton Fund is the same as a sale.

Fund  distributions and gains from the sale or exchange of your shares generally
will be subject to state and local income tax.  Any foreign  taxes the fund pays
on its  investments  may be  passed  through  to you as a  foreign  tax  credit.
Non-U.S. investors may be subject to U.S. withholding and estate tax. You should
consult  your tax  advisor  about  the  federal,  state,  local or  foreign  tax
consequences of your investment in the fund.

FINANCIAL HIGHLIGHTS
- -------------------------------------------------------------------------------
[INSERT GRAPHIC OF DOLLAR SIGN]


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
August 31, 1999.

<TABLE>
<CAPTION>
                                                                                 YEAR ENDED AUGUST 31,
                                                            ---------------------------------------------------------------
                                                                 1999/2/     1998        1997       1996        1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>          <C>       <C>         <C>
PER SHARE DATA ($)/1/
Net asset value, beginning of year                               9.69       10.97        9.08       7.97        8.10
                                                            ---------------------------------------------------------------
  Net investment income                                           .18         .18         .18        .19         .14
  Net realized and unrealized gains (losses)                     2.78       (1.00)       2.03       1.10         .12
                                                            ---------------------------------------------------------------
Total from investment operations                                 2.96        (.82)       2.21       1.29         .26
  Distributions from net investment income                       (.18)       (.18)       (.18)      (.15)       (.10)
  Distributions from net realized gains                          (.36)       (.28)       (.14)      (.03)       (.29)
                                                            ---------------------------------------------------------------
Total distributions                                              (.54)       (.46)       (.32)      (.18)       (.39)
                                                            ---------------------------------------------------------------
Net asset value, end of year                                    12.11        9.69       10.97       9.08        7.97
                                                            ===============================================================
Total return (%)                                                32.01       (7.87)      25.06      16.50        3.40

RATIOS/SUPPLEMENTAL DATA
Net assets, end of year ($ x 1,000)                           291,136     191,913     172,683    108,019      65,538
Ratios to average net assets: (%)
  Expenses                                                       1.11        1.00        1.00       1.00        1.00
  Expenses excluding waiver and payments by affiliate            1.11        1.09        1.13       1.16        1.34
  Net investment income                                          1.60        1.77        2.00       2.56        2.37
Portfolio turnover rate (%)                                     13.96       11.92        7.43      11.08       12.91
</TABLE>


1. Per share amounts for all periods prior to August 31, 1996 have been restated
to reflect a 2-for-1 stock split effective March 27, 1996.

2. Based on average weighted shares outstanding.





YOUR ACCOUNT

BUYING SHARES
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[INSERT GRAPHIC OF PAPER WITH LINES AND SOMEONE WRITING]

You may purchase  shares of the fund only by investing in the Plans.  Details of
the  Plans,  including  the  terms of the  offering,  are in the  attached  Plan
prospectus.  Except  where  Planholders  have  received  fund  shares  in a Plan
liquidation or partial  withdrawal from a Plan we do not expect that any person,
other than the Plan custodian, will directly hold any fund shares.

No  securities  dealer,  salesman,  or other  person is  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,  Investment
Counsel, or Franklin Templeton Distributors, Inc.

[Begin callout]
The  FRANKLIN  TEMPLETON  FUNDS  include  all of  the  Franklin  Templeton  U.S.
registered mutual funds,  except Franklin  Templeton Variable Insurance Products
Trust, Templeton Capital Accumulator Fund, Inc., and Templeton Variable Products
Series Fund.
[End callout]

Except for the fact that the fund's shares are available only through the Plans,
the fund does not represent an investment  concept that is new or different from
other investment  companies for which Investment  Counsel or its affiliates acts
as an investment manager. The fund's investment goal of long-term capital growth
is similar to the goal of certain other Franklin Templeton Funds.




INVESTOR SERVICES
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[INSERT GRAPHIC OF PERSON WITH A HEADSET]

DISTRIBUTION  OPTIONS  Distributions you receive from the fund are automatically
reinvested in your account. You can also have your distributions  deposited in a
bank  account,  or mailed by check.  Deposits  to a bank  account may be made by
electronic funds transfer.

[Begin callout]
For Franklin Templeton Trust Company retirement plans, special forms may be
needed to receive distributions in cash. Please call 1-800/527-2020 for
information.
[End callout]

TELEFACTS(R) Our TeleFACTS system offers  around-the-clock access to information
about your account or any  Franklin  Templeton  Fund.  This service is available
from touch-tone phones at 1-800/247-1753.  For a free TeleFACTS  brochure,  call
1-800/DIAL BEN.


TELEPHONE  PRIVILEGES You will automatically  receive telephone  privileges when
you open your account,  allowing you and your investment  representative to sell
or exchange your shares and make certain other changes to your account by phone.

For accounts with more than one  registered  owner,  telephone  privileges  also
allow  the 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 we take certain measures to verify telephone requests, we will not be
responsible for any losses that may occur from unauthorized requests. Of course,
you can decline  telephone  exchange or  redemption  privileges  on your account
application.


EXCHANGE PRIVILEGE If you liquidate a Plan or withdraw Plan shares, you can move
your investment to an existing Franklin Templeton Fund, generally without paying
any  additional  sales  charges.  In the  case of an  exchange  into a  Franklin
Templeton  Fund that offers  multiclasses  of shares,  you would receive Class A
shares, which generally have lower Rule 12b-1 distribution fees than Class B and
Class C shares of the same fund.

NO EXCHANGES INTO THE FUND FROM OTHER FRANKLIN TEMPLETON FUNDS WILL BE ACCEPTED.


Generally  exchanges may only be made between identically  registered  accounts,
unless you send written instructions with a signature guarantee.

[Begin callout]
An EXCHANGE is really two transactions: a sale of one fund and the purchase of
another. In general, the same policies that apply to purchases and sales apply
to exchanges, including minimum investment amounts. Exchanges also have the same
tax consequences as ordinary sales and purchases.
[End callout]

Frequent exchanges can interfere with fund management or operations and drive up
costs for all shareholders.  To protect the fund, there are limits on the number
and amount of exchanges  you may make if we believe (i) the fund would be harmed
or  unable to  invest  effectively,  or (ii) the fund  receives  or  anticipates
simultaneous orders that may significantly affect the fund.

SYSTEMATIC  WITHDRAWAL  PLAN This plan  allows  you to  automatically  sell your
shares  and  receive  regular  payments  from your  account.  Certain  terms and
minimums apply.


SELLING SHARES
- -------------------------------------------------------------------------------
[INSERT GRAPHIC OF A CERTIFICATE]

If you liquidate your Plan or withdraw Plan shares, you may sell the fund shares
that you receive at any time.

SELLING  SHARES IN WRITING  Generally,  requests to sell $100,000 or less can be
made over the phone or with a simple letter. Sometimes,  however, to protect you
and the fund we will need written  instructions signed by all registered owners,
with a signature guarantee for each owner, if:

o you are selling more than $100,000 worth of shares

o you want your proceeds paid to someone who is not a registered owner

o you want to send your proceeds somewhere other than the address of record, or
  preauthorized bank or brokerage firm account


[Begin callout]
A SIGNATURE GUARANTEE helps protect your account against fraud. You can obtain a
signature guarantee at most banks and securities dealers.

A notary public  CANNOT  provide a signature  guarantee.
[End callout]

We also may require a signature  guarantee  on  instructions  we receive from an
agent, not the registered  owners,  or when we believe it would protect the fund
against potential claims based on the instructions received.


SELLING RECENTLY  PURCHASED SHARES If you sell shares recently  purchased with a
check or draft,  we may delay sending you the proceeds until your check or draft
has  cleared,  which  may take  seven  business  days or more.  A  certified  or
cashier's check may clear in less time.


REDEMPTION  PROCEEDS Your redemption  check will be sent within seven days after
we receive your  request in proper  form.  We are not able to receive or pay out
cash in the form of currency.  Redemption proceeds may be delayed if we have not
yet received your signed Plan account application.

RETIREMENT  PLANS You may need to complete  additional forms to sell shares in a
Franklin  Templeton Trust Company  retirement plan. For  participants  under age
59 1/2, tax penalties may apply. Call Retirement Plan Services at 1-800/527-2020
for details.




<TABLE>
<CAPTION>
SELLING SHARES
- ------------------------------------------------------------------------------------------------------
                              TO SELL SOME OR ALL OF YOUR SHARES
- ------------------------------------------------------------------------------------------------------
<S>                           <C>
[GRAPHIC OF HANDSHAKE]

THROUGH YOUR INVESTMENT       Contact your investment representative
REPRESENTATIVE

- ------------------------------------------------------------------------------------------------------
[GRAPHIC OF ENVELOPE]         Send written instructions to Templeton Funds Trust Company (TFTC).
                              Corporate, partnership or  trust accounts may need to send additional
BY MAIL                       documents.


                              Specify the account number and the dollar value or number of
                              shares you wish to sell. Be sure to include all necessary signatures
                              and any   additional documents, as well as signature guarantees if required.

                              A check will be mailed to the name(s) and address on the account, or
                              otherwise according to your written instructions.
- ------------------------------------------------------------------------------------------------------
[GRAPHIC OF TELEPHONE]
BY PHONE                      As long as your transaction is for $100,000 or less and you have not
                              changed your address by phone within the last 15 days, you can sell
1-800/881-TCAP                your shares by phone.


                              A check will be mailed to the name(s) and address on the account.
                              Written instructions, with a signature guarantee, are required to send
                              the check to another address or to make it payable to another person.
- ------------------------------------------------------------------------------------------------------

[GRAPHIC OF THREE
LIGHTNING BOLTS]
BY ELECTRONIC FUNDS           You can call or write to have redemption proceeds sent to a bank
   TRANSFER (ACH)             account. See the policies above for selling shares by mail or phone.

                              Before requesting to have redemption proceeds sent to a bank account,
                              please make sure we have your bank account information on file.  If
                              we do not have this information, you will need to send written
                              instructions with your bank's name and address, a voided check or
                              savings account deposit slip, and a signature guarantee if the
                              ownership of the bank and fund accounts is different.

                              If we recevie your requests received in proper form by 1:00 p.m.
                              Pacific time, porceeds sent by ACH generally will be available within
                              two to three business days.
- ------------------------------------------------------------------------------------------------------
[GRAPHIC OF ARROWS]
BY EXCHANGE                   Obtain a current prospectus for the fund you are considering.


TeleFACTS(R)                  Call the TCAP Dedicated Service Group at the number below or our
1-800/247-1753                automated TeleFACTS system, or send signed written instructions.
(around-the-clock access)     See the policies above for selling shares by mail or phone.

- ------------------------------------------------------------------------------------------------------
</TABLE>

              TEMPLETON FUNDS TRUST COMPANY 500 EAST BROWARD BLVD.,
                         FORT LAUDERDALE, FL 33394-3091
                         CALL TOLL-FREE: 1-800/881-TCAP
          (MONDAY THROUGH FRIDAY 6:00 A.M. TO 5:00 P.M., PACIFIC TIME)



ACCOUNT POLICIES
- -------------------------------------------------------------------------------
[INSERT GRAPHIC OF PAPER AND PEN]

CALCULATING  SHARE PRICE The 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). The fund's NAV is calculated by dividing its
net assets by the number of its shares outstanding.

[Begin callout]
You may buy fund shares only by buying shares in a Plan.
[End callout]

The 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
the fund holds securities  listed primarily on a foreign exchange that trades on
days when the 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.


STATEMENTS AND REPORTS You will receive quarterly  account  statements that show
all your Plan account  transactions  during the  quarter.  You also will receive
written notification after most transactions  affecting your account (except for
distributions and transactions  made through automatic  investment or withdrawal
programs  which will be reported  on your  quarterly  statement).  You also will
receive the fund's  financial  reports every six months.  If you need additional
copies, please call 1-800/881-TCAP.

If there is a  dealer  or other  investment  representative  of  record  on your
account, he or she also may request confirmations,  account statements and other
information about your account directly from the fund.


STREET OR NOMINEE  ACCOUNTS  You may  transfer  your  shares  from the street or
nominee name  account of one dealer to another,  as long as both dealers have an
agreement  with  Franklin  Templeton  Distributors,  Inc.  We will  process  the
transfer  after we receive  authorization  in proper  form from your  delivering
securities dealer.

JOINT ACCOUNTS Unless you specify a different registration, accounts with two or
more owners are registered as "joint tenants with rights of survivorship" (shown
as "Jt Ten" on your account statement). To make any ownership changes to a joint
account, all owners must agree in writing, regardless of the law in your state.


ADDITIONAL POLICIES Please note that the fund maintains  additional policies and
reserves certain rights, including:

o The fund may modify or discontinue the exchange privilege on 60 days' notice.

o In unusual circumstances,  we may temporarily suspend redemptions, or postpone
  the payment of proceeds, as allowed by federal securities laws.

o For  redemptions  over a certain  amount,  the fund reserves the right to make
  payments in  securities or other assets of the fund, in the case of an
  emergency or if the payment by check, wire or electronic funds transfer would
  be harmful to existing shareholders.

o To permit  investors to obtain the current price,  dealers are responsible for
  transmitting all orders to the fund promptly.

QUESTIONS
- -------------------------------------------------------------------------------
[INSERT GRAPHIC OF QUESTION MARK]


If you have any questions  about your  account,  you can write to us at P.O. Box
33030,  St.  Petersburg,  FL  33733-8030.  You can also call us at the following
number.  For your  protection  and to help  ensure we provide  you with  quality
service, all calls may be monitored or recorded.


<TABLE>
<CAPTION>

DEPARTMENT NAME                          TELEPHONE NUMBER                    HOURS (PACIFIC TIME, MONDAY THROUGH FRIDAY)
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                                <C>
TCAP Dedicated Service Group       1-888/881-TCAP (1-888/881-8227)     6:00 a.m. to 5:00 p.m.
</TABLE>


FOR MORE INFORMATION

You can learn more about the Plan and fund in the following documents:

ANNUAL/SEMIANNUAL REPORT TO SHAREHOLDERS

Includes a discussion of recent market conditions and fund strategies, financial
statements,  detailed  performance  information,  portfolio  holdings,  and  the
auditor's report.

STATEMENT OF ADDITIONAL INFORMATION (SAI)

Contains  more  information  about  the Plan and  fund,  their  investments  and
policies.   It  is  incorporated  by  reference  (is  legally  a  part  of  this
prospectus).

For a free  copy of the  current  annual/semiannual  report  or the SAI,  please
contact your investment representative or call us at the number below.


FRANKLIN(R)TEMPLETON(R)
1-800/DIAL BEN(R)(1-800/342-5236)
TDD (Hearing Impaired) 1-800/851-0637
www.franklintempleton.com

You can also obtain  information  about the Plan and fund by visiting  the SEC's
Public Reference Room in Washington,  D.C. (phone  1-800/SEC-0330) or by sending
your  request  and a  duplicating  fee to the SEC's  Public  Reference  Section,
Washington,  D.C.  20549-6009.  You can also  visit the SEC's  Internet  site at
http://www.sec.gov.

Investment Company Act file #811-6198                            TLCAP P 01/00









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