TEMPLETON CAPITAL ACCUMULATOR FUND INC
497, 2000-05-24
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O TLCAP SA-1

                          SUPPLEMENT DATED JUNE 1, 2000
                  TO THE STATEMENT OF ADDITIONAL INFORMATION OF
                    TEMPLETON CAPITAL ACCUMULATOR FUND, INC.
                              DATED JANUARY 1, 2000

The Statement of Additional Information (SAI) is amended as follows:

I. The section  "Systematic  withdrawal  plan" on page 19 is  replaced  with the
following:

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.  There are no service  charges for  establishing  or
maintaining a systematic withdrawal plan.

Each month in which a payment is scheduled,  we will redeem an equivalent amount
of shares in your  account  on the day of the month you have  indicated  on your
account application or, if no day is indicated, on the 20th day of the month. If
that day falls on a weekend or holiday,  we will process the  redemption  on the
next  business  day. For plans set up before June 1, 2000,  we will  continue to
process  redemptions  on the 25th day of the  month (or the next  business  day)
unless you instruct us to change the processing date. Available processing dates
currently are the 1st, 5th, 10th,  15th,  20th and 25th days of the month.  When
you sell  your  shares  under a  systematic  withdrawal  plan,  it is a  taxable
transaction.

To avoid  paying  sales  charges  on money you plan to  withdraw  within a short
period of time, you may not want to set up a systematic  withdrawal  plan if you
plan to buy shares on a regular  basis.  Shares  sold under the plan also may be
subject to a CDSC.

Redeeming shares through a systematic  withdrawal plan may reduce or exhaust the
shares in your account if payments exceed distributions  received from the fund.
This is especially likely to occur if there is a market decline. If a withdrawal
amount  exceeds the value of your  account,  your account will be closed and the
remaining  balance  in your  account  will be sent to you.  Because  the  amount
withdrawn  under the plan may be more than your actual yield or income,  part of
the payment may be a return of your investment.

To discontinue a systematic  withdrawal plan,  change the amount and schedule of
withdrawal  payments,  or suspend one payment, we must receive instructions from
you at least  three  business  days  before a  scheduled  payment.  The fund may
discontinue  a systematic  withdrawal  plan by notifying you in writing and will
discontinue a systematic  withdrawal  plan  automatically  if all shares in your
account are withdrawn or if the fund receives  notification of the shareholder's
death or incapacity.

II. The following paragraph is added to the section "General information" on
page 20:

There are special  procedures for banks and other institutions that wish to open
multiple accounts. An institution may open a single master account by filing one
application  form with the fund,  signed by personnel  authorized to act for the
institution.  Individual  sub-accounts  may be opened when the master account is
opened by listing them on the application,  or by providing  instructions to the
fund at a later date.  These  sub-accounts  may be registered  either by name or
number. The fund's investment minimums apply to each sub-account.  The fund will
send   confirmation   and  account   statements  for  the  sub-accounts  to  the
institution.

                Please keep this supplement for future reference.





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