TEMPLETON IMMEDIATE VARIABLE ANNUITY SEPARATE ACCOUNT
485APOS, 1996-07-02
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                                         Registration Nos. 33-37846 and 811-6230

   
           As filed with the Securities and Exchange Commission on July 2, 1996.
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         Post-Effective Amendment No. 5

                                       and

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

                                 Amendment No. 7

              TEMPLETON IMMEDIATE VARIABLE ANNUITY SEPARATE ACCOUNT
                           (Exact Name of Registrant)

                         TEMPLETON FUNDS ANNUITY COMPANY
                               (Name of Depositor)

             700 Central Avenue, St. Petersburg, Florida 33701-3628
              (Address of Depositor's Principal Executive Offices)
                   Depositor's Telephone Number (800) 774-5001

                               Ellen F. Stoutamire
                         Templeton Funds Annuity Company
                               700 Central Avenue
                       St. Petersburg, Florida 33701-3628
                     (Name and Address of Agent for Service)

                                   Copies to:
                             Jeffrey S. Puretz, Esq.
                             Dechert Price & Rhoads
                               1500 K Street, N.W.
                             Washington, D.C. 20005

It is  proposed  that this filing will  become  effective  60 days after  filing
pursuant to paragraph (a) of Rule 485.


The Registrant has  registered an indefinite  number of its individual  variable
annuity  contracts under the Securities Act of 1933 pursuant to Rule 24f-2(a)(1)
under the Investment Company Act of 1940 and has filed its Rule 24f-2 Notice for
the fiscal year ended December 31, 1995 on or before February 29, 1996.
===================================================================
    
<PAGE>

              TEMPLETON IMMEDIATE VARIABLE ANNUITY SEPARATE ACCOUNT
                              CROSS REFERENCE SHEET

Item No.                           Caption(s)

                  PART A
1                                  Cover Page
2                                  Glossary of Special Terms
3                                  Summary; Expense Table
4                                  Annuity Unit Values
5                                  Templeton Funds Annuity Company;
                                   The Separate Account;
                                   Templeton Variable Annuity Fund;
                                   Voting Rights
6                                  Deductions and Charges
7                                  The Annuities; Substitution of Securities
                                   and Other Changes; Cover Page
8                                  The Annuities
9                                  The Annuities
10                                 Purchase of Annuities; The Annuities;
                                   Templeton Funds Annuity Company
11                                 N/A
12                                 Tax Information
13                                 N/A
14                                 Statement of Additional Information
                                   Table of Contents
                  PART B
15                                 Cover Page
16                                 Table of Contents
17                                 Templeton Funds Annuity Company
18                                 Templeton Funds Annuity Company;
                                   Independent Accountants
19                                 N/A
20                                 Templeton Funds Annuity Company;
                                   Purchase of Annuities(in prospectus)
21                                 N/A
22                                 N/A
23                                 Financial Statements -- Templeton Funds
                                   Annuity Company; Financial Statements --
                                   Templeton Immediate Variable Annuity
                                   Separate Account

<PAGE>

                           IN THE STATE OF CALIFORNIA

                         TEMPLETON FUNDS ANNUITY COMPANY

                              IS DOING BUSINESS AS

                TEMPLETON FUNDS LIFE & ANNUITY INSURANCE COMPANY
<PAGE>

   
                                   PROSPECTUS
                                __________, 1996
                     TEMPLETON IMMEDIATE VARIABLE ANNUITIES
                 ISSUED BY TEMPLETON IMMEDIATE VARIABLE ANNUITY
                                SEPARATE ACCOUNT
                                       OF
                         TEMPLETON FUNDS ANNUITY COMPANY
                               700 Central Avenue
                       St. Petersburg, Florida 33701-3628
                            Telephone (800) 774-5001
    

A Templeton  Immediate  Variable Annuity  ('Contract') is an immediate  variable
annuity  issued by Templeton  Funds Annuity  Company.  The Contracts will not be
available  to any investor  who resides in a state where the  Contracts  may not
lawfully be sold. The minimum amount required to purchase a Contract is $10,000.
All  assets  under the  Contracts  are  invested,  through  Templeton  Immediate
Variable  Annuity  Separate  Account  (the  'Separate  Account'),  in  shares of
Templeton  Variable Annuity Fund (the 'Fund').  The value of the Contracts,  and
the amount of each Annuity Payment,  will vary with the performance of the Fund.
The Separate  Account has  registered  an  indefinite  number of its  individual
Contracts under the Securities Act of 1933.

The Fund has for its  investment  objective  long term capital  growth through a
flexible  policy of investing in stocks and debt  obligations  of companies  and
governments of any nation.

Shares of the Fund are not deposits or obligations of, or guaranteed or endorsed
by, any bank;  further,  such  shares are not  federally  insured by the Federal
Deposit Insurance Corporation, the Federal Reserve Board, or any other agency.

THESE  SECURITIES  HAVE NOT  BEEN  APPROVED  OR  DISAPPROVED  BY THE  SECURITIES
ANDEXCHANGE   COMMISSION  OR  ANY  STATE  SECURITIES   COMMISSION  NOR  HAS  THE
SECURITIESAND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THEACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION TO THE CONTRARY
IS ACRIMINAL OFFENSE.

This  Prospectus sets forth  concisely  information  about the Contracts and the
Separate Account that a prospective investor should know before investing.

   
A Statement of Additional Information (the 'SAI') dated ___________, 1996, is on
file with the  Securities  and  Exchange  Commission  and is,  in its  entirety,
incorporated by reference into and made a part of this Prospectus.  (See page 19
for the  Statement of Additional  Information  Table of Contents.) A copy of the
SAI is made  available  upon  request and  without  charge by calling or writing
Templeton Funds Annuity Company at the address indicated above.
    

THIS PROSPECTUS SHOULD BE ACCOMPANIED BY A CURRENT  PROSPECTUS OF THE FUND. BOTH
PROSPECTUSES SHOULD BE READ CAREFULLY AND RETAINED FOR FUTURE REFERENCE.


                                      - 1 -
<PAGE>
                                TABLE OF CONTENTS

   
         PAGE
Glossary of Special Terms
Expense Table
Contractholder Transaction Expenses
Separate Account Annual Expenses.
Templeton Variable Annuity Fund Annual Expenses
Examples.
Summary
Templeton Funds Annuity Company
The Separate Account.
Templeton Variable Annuity Fund
Purchase of Annuities
The Annuities
Payment Options
Death Benefit
Beneficiaries
Annuity Payments.
Annuity Units
Value of the Separate Account
Delays in Valuation and Payment
Deductions and Charges.
Tax Information
Internal Revenue Code Limitations on Qualified Contracts.
Federal Income Tax Status
(a) Federal Tax Status of the Company and the Separate Account.
(b) Federal Tax Status of Annuitants.
(c) Restrictions on Distributions Under 403(b) Plans.
(d) Rollovers and Direct Rollovers
(e) Withholding Income Taxation of Death Benefits.
Sales of Variable Annuity Contracts
Voting Rights
Substitution of Securities and Other Changes.
Performance Information
Illustration of Values
Statement of Additional Information Table of Contents
Appendix A.
    

                                      - 2 -
<PAGE>
<TABLE>
<CAPTION>

                            GLOSSARY OF SPECIAL TERMS
<S>                      <C>    

ANNUITANT                A person on whose life the Annuity Payments are based.

   
ANNUITY                  A Templeton individual immediate variable annuity which
                         is purchased by the Contractholder.
    

ANNUITY BENEFITS         Those  benefit  payments,  including  Annuity
                         Payments, made to an Annuitant, a Joint Annuitant,  one
                         or more  Beneficiaries  and/or any of their  respective
                         estates under the terms of the Contracts.

ANNUITY OPTION           A form for payment of Annuity  Benefits which is
                         selected in the application for the Contract.

ANNUITY PAYMENTS         The monthly  payments made in accordance  with
                         the Annuity Option elected by the Contractholder.

ANNUITY STARTING DATE    The  date on which  the  first  Annuity
                         Payment is  calculated.  The Annuity  Starting Date may
                         not be more than 12 months from the Issue Date.

ANNUITY UNIT             An  accounting  unit of measure  used to calculate
                         the  dollar  amount of  Annuity  Payments  and  Annuity
                         Benefits  under  Annuity  Options 2, 3, 4, 5 and 6. The
                         value of an Annuity Unit fluctuates  generally with the
                         value of the Fund.

ASSUMED  ANNUAL          The  interest  rate upon which the annuity  payments in
INTEREST RATE            the Contract are based under Annuity Options 2, 3, 4,
                         5 and 6.

BENEFICIARY              The   person,   persons   or   entity   named   by  the
                         Contractholder  to receive any proceeds,  or to receive
                         Annuity  Benefits,  if any, after the last death of the
                         Annuitant and any Joint Annuitant.

BUSINESS DAY             Any day the New  York  Stock  Exchange  is open for
                         trading,  or  any  day  in  which  the  Securities  and
                         Exchange Commission requires that the Separate Account
                         be valued.

CHARGE TO THE SEPARATE   A daily charge  equivalent to a percentage of the 
ACCOUNT                  daily net asset value of the Separate Account.

CODE                     The Internal Revenue Code of 1986, as amended.

COMPANY                  Templeton Funds Annuity  Company,  a Florida  insurance
                         company which maintains the Separate Account and issues
                         the Contracts.

CONTRACT MAINTENANCE     An annual charge assessed at the end of each Contract
CHARGE                   year for administrative services performed by the
                         Company.

CONTRACT YEAR            Each 12-month period beginning with the Issue Date.

CONTRACTHOLDER           The person, persons or entity entitled to the ownership
                         rights  stated in the  Contract  and in whose  name the
                         Contract is issued.

FUND                     Templeton   Variable   Annuity  Fund,   the  registered
                         open-end  management  investment  company  in which the
                         Contract's assets are invested by the Separate Account.

GENERAL                  ACCOUNT All Company  assets other than those  allocated
                         to any Separate Accounts.

INITIAL                  PAYMENT  DATE The date of the  first  Annuity  Payment,
                         which  will be either the 1st or 15th day of a month as
                         elected in the  application,  depending  on the date of
                         receipt of the initial Purchase Payment.

ISSUE DATE               The date on which this Contract becomes effective.

JOINT                    ANNUITANT A person other than the Annuitant  designated
                         by the  Participant  as a person on whose life  Annuity
                         Payments may also be based.


                                      - 3 -
<PAGE>
NET                      ASSET VALUE The total assets of the  underlying  mutual
                         fund (or other investment vehicle) less the liabilities
                         of that fund (or  vehicle),  as of the close of trading
                         on a Valuation Date.

NET PURCHASE PAYMENT(S)  The Purchase Payments(s) less any Taxes levied.

NONQUALIFIED CONTRACT    A  contract  which is not used in  connection
                         with a retirement plan which meets the  requirements of
                         Sections 401(a), 403(b) or 408 of the Code.

PAYEE                    The  recipient  of Annuity  Payments or other  benefits
                         under the Contract.

PURCHASE PAYMENT(S)      Amount(s)  paid to the  Company  to provide
                         benefits under the Contract.

QUALIFIED CONTRACT       A  Contract   used  in   connection   with  a
                         retirement   plan  which  meets  the   requirements  of
                         Sections 401(a), 403(b) or 408 of the Code.

SEPARATE ACCOUNT         Templeton Immediate Variable Annuity Separate Account,
                         a separate account of the Company registered with the
                         Securities and Exchange Commission as a unit investmen
                         trust. The Separate Account invests all its assets in
                         the Fund. The assets of the Separate Account are not
                         commingled with the general assets of the Company, and
                         the investment performance of the Separate Account is
                         kept separate from that of the general assets of the
                         Company.

SEPARATE  ACCOUNT        The Contract's  proportionate  share of the Separate  
CONTRACT VALUE           Account as defined in the Contract.

TAXES                    The taxes  imposed on reserves in the Separate  Account
                         or on net income received by the Company. Also, premium
                         taxes  charged as a result of the  issue,  maintenance,
                         surrender or annuitization of the Contract.

TIVA UNIT                An  accounting  unit of measure  used to calculate
                         Annuity  Payments and Annuity  Benefits  under  Annuity
                         Option  1  and  for  measuring  amounts  credited  to a
                         Contract before the Annuity Starting Date.

VALUATION DATE           Any date on which the Separate  Account is valued.
                         The  Separate  Account will be valued on the Issue Date
                         and on each Business Day thereafter.

VARIABLE ANNUITY         An  annuity  with  payments  which  vary as to
                         dollar amount in relation to the investment performance
                         of the Separate Account.

WITHDRAWAL CHARGE        The charge assessed against certain  withdrawals
                         from  the  Contract   which  shall  be  the  contingent
                         deferred sales charge listed in the Expense Table.
</TABLE>

                                      - 4 -
<PAGE>

                                  EXPENSE TABLE

CONTRACTHOLDER TRANSACTION EXPENSES

Sales Charge Imposed on Purchases                                       NONE

Contingent Deferred Sales Charge
   (as a percentage of Purchase Payments)*

Less than 1 complete year since Purchase Payment.                        5%

1 complete year since Purchase Payment.                                  4%

2 complete years since Purchase Payment                                  3%

3 complete years since Purchase Payment                                  2%

4 complete years since Purchase Payment                                  1%

5 or more complete years since Purchase Payment                         NONE

Annual Contract Maintenance Charge.                                    $30.00

*The Applicable  Contingent  Deferred Sales Charge,  as a percentage of Purchase
Payments,  is applied  only  against  nonscheduled  withdrawals  from a Contract
making  Annuity  Payments under Annuity Option 1. The Company does not intend to
impose a sales charge which exceeds any  limitation on sales expenses set by any
regulatory or governing body having  jurisdiction  over the Separate  Account or
its sale.

SEPARATE ACCOUNT ANNUAL EXPENSES
(As a percentage of average account value)

Mortality and Expense Risk Fee                                          1.20%

TEMPLETON VARIABLE ANNUITY FUND ANNUAL EXPENSES
(As a percentage of Fund average net assets)**

Management Fees.                                                        0.50%

   
Other Expenses
Administrative Fees.                                       0.15%
Other (after fee reduction)                               .0.35%         0.50%
Total Fund Annual Expenses                                               1.00%
- -------------------

Templeton   Investment  Counsel,   Inc.,  the  Fund's  investment  manager,  has
voluntarily  agreed  to  reduce  its  investment  management  fee to the  extent
necessary  to  limit  total  expenses  (excluding  interest,   taxes,  brokerage
commissions,  and extraordinary  expenses) to 1% of the Fund's average daily net
assets until May 1, 1997. If such fee reduction is  insufficient to so limit the
Fund's total  expenses,  the Fund's  business  manager,  Templeton Funds Annuity
Company,  has  agreed to reduce its fee and , to the  extent  necessary,  assume
other Fund expenses,  so as to limit the Fund's expenses.  Expenses borne by the
investment  manager  amounted  to $0.01  per  share for the  fiscal  year  ended
December 31, 1995. If these expenses had been incurred by the Fund, the ratio of
expenses to average net assets would have been 1.06%.
    

                                      - 5 -
<PAGE>
                                     SUMMARY

A Templeton  Immediate Variable Annuity is designed to be used to distribute the
benefits of Individual  Retirement Accounts  (including  rollovers of Individual
Retirement  Accounts),  qualified  plans  under  Section  401(a),  tax  deferred
annuities  under  Section  403(b) of the Code,  and to  provide  annuity  income
benefits from non-tax qualified  accumulations.  The minimum Purchase Payment is
$10,000. Purchase Payments can be made until the Annuity Starting Date.

The  Contractholder  may select an Annuity Option which provides for the payment
of distributions  that are based on the Internal Revenue Service Life Expectancy
Tables.  Also, the  Contractholder  may select from a variety of payment options
based on the Annuitant's  life (or the life of the Annuitant and that of a Joint
Annuitant)  or for a period  certain (see 'Payment  Options').  The value of the
first Annuity  Payment  depends on the amount  invested and the Annuity  Payment
option  selected  by the  Contractholder.  The  amount of each  Annuity  Payment
thereafter will fluctuate based on the performance of the underlying mutual fund
in which the  Annuity  assets are  invested  (see  'Templeton  Variable  Annuity
Fund'). The investment objective of the Fund is long term capital growth through
a flexible  policy of investing in stocks and debt  obligations of companies and
governments of any nation.
   
The  Contracts  are sold without a sales charge;  however,  a Withdrawal  Charge
(contingent  deferred  sales charge) may be imposed on  withdrawals in excess of
scheduled Annuity Payments under Annuity Option 1 (see 'Expense Table,' page 5).
An Annual  Contract  Maintenance  Charge is imposed at the end of each  Contract
year to  compensate  the  Company for  providing  administrative  services.  The
current Annual Contract Maintenance Charge is $30. The Company assesses a charge
on an annual basis of 1.2% of assets of the Separate Account as compensation for
assuming  mortality and expense risks. The Company guarantees that these charges
will not increase for Contracts  already issued (see  'Deductions and Charges').
Expenses of Templeton Variable Annuity Fund are described in its prospectus.
    
Withdrawals  in excess  of the  scheduled  Annuity  Payments  may be made  under
Annuity Option 1 under certain conditions.  A Withdrawal Charge will be deducted
from any  withdrawal in excess of the scheduled  Annuity  Payments.  The maximum
amount of the Withdrawal  Charge is 5% in the first Contract Year and reduces to
0% in  years 6 and  thereafter.  Withdrawals  in  excess  of  scheduled  Annuity
Payments are not permitted under Annuity Options 2, 3, 4, 5, and 6.

   
Any  applicable  state premium  taxes will be deducted  either from the Purchase
Payment at the time a Contract is purchased or from Annuity  Payments or Annuity
Benefits,  as required by the  applicable  taxing  authority  from time to time.
Where  applicable,  the  full  amount  of  premium  taxes  will be borne by this
Contract.  The Contract may also be charged with its proportionate  share of any
other taxes levied against the Separate  Account.  Under  qualified  plans,  the
Contracts may not be assigned or pledged by the  Annuitant,  Joint  Annuitant or
Beneficiary except in surrender of the Contract.

                         TEMPLETON FUNDS ANNUITY COMPANY
    
Templeton  Funds  Annuity  Company  (the  'Company'),  700 Central  Avenue,  St.
Petersburg,  Florida  33701-3628,  is the sponsor of the Separate  Account.  The
Company  was  organized  as a Florida  corporation  on January  25,  1984 and is
licensed to engage in the life  insurance  business in Florida and other states.
The Company is an indirect wholly-owned  subsidiary of Franklin Resources,  Inc.
(See 'Templeton Funds Annuity Company' in the SAI for additional information.)

                              THE SEPARATE ACCOUNT

The Separate  Account was  established on November 6, 1990, by resolution of the
Board of  Directors of the Company and is  registered  with the  Securities  and
Exchange  Commission  (the  'Commission')  as  a  unit  investment  trust.  This
registration  does  not  involve  any  supervision  by  the  Commission  of  the
administration or investment practices or policies of the Separate Account or of
the Fund. The Separate Account invests its assets,  net of certain expenses (see
'Deductions  and  Charges'),  exclusively  in the Fund.  Although  empowered  to
establish subaccounts which may make other investments, the Separate Account has
no present intention of so doing.

The Separate  Account is  administered  and accounted for as part of the general
business of the Company,  but the income and capital gains or losses from assets
allocated to the Separate Account,  whether or not realized,  are, in accordance
with the resolution  establishing the Separate  Account,  credited to or charged
against  those assets  without  regard to other  income,  gains or losses of the
Company.  The assets of the Separate Account are not chargeable with liabilities
arising out of any other business of the Company.  The obligations arising under
the Contracts are obligations of the Company.

                                      - 6 -
<PAGE>

                         TEMPLETON VARIABLE ANNUITY FUND

The Fund is registered  under the Investment  Company Act of 1940 as an open-end
diversified  management  investment  company and is currently  used as a funding
vehicle for the Contracts.  The Fund was organized as a  Massachusetts  business
trust on February 5, 1987. The Fund's investment  objective is long term capital
growth.  It  pursues  this  objective  through a  flexible  policy of  investing
primarily in stocks and debt  obligations  of companies and  governments  of any
nation,  including  issuers  inside as well as outside  the United  States.  The
Fund's Investment Manager is Templeton Investment Counsel, Inc., an affiliate of
the Company. A prospectus  containing more complete  information  concerning the
Fund accompanies this Prospectus and should be read carefully before  purchasing
an Annuity.

   
The following is a graph showing how the Annuity Payments can fluctuate based on
past  investment  performance  through  December 31,  1995.  The graph shows the
effect that the Fund's investment  performance would have had if a Contract with
an Assumed  Annual  Interest Rate of 5%,  providing an initial  monthly  Annuity
payment  of $500,  was  purchased  on the date  the Fund  commenced  operations.
Annuity Payments increase for a given month if the annualized net rate of return
for that month is higher than the Assumed  Annual Rate of Return,  and decreases
for a given month if the annualized net rate of return is lower than the Assumed
Annual Rate of Return.  The Purchase  Payment  necessary for an initial  monthly
Annuity  Payment of $500 will vary depending on the age and sex of the Annuitant
(and Joint  Annuitant,  if any), the Annuity  Option,  and the Annuity  Starting
Date.

The graph  takes into  account  all charges  under the  Contract  and the actual
expenses of the Fund except the Annual Contract Maintenance Charge of $30.

                     [The following table replaces a graph.]

        Date                                Plot Pts.

        Feb. 88                             500.00
        Mar. 88                             509.28
        Apr. 88                             490.67
        May 88                              486.57
        Jun. 88                             500.59
        Jul. 88                             493.85
        Aug. 88                             477.93
        Sep 88                              479.87
        Oct. 88                             497.78
        Nov. 88                             482.49
        Dec. 88                             486.58
        Jan. 89                             509.81
        Feb. 89                             534.90
        Mar. 89                             533.47
        Apr. 89                             543.25
        May 89                              555.77
        Jun. 89                             548.35
        Jul. 89                             567.57
        Aug. 89                             593.57
        Sep. 89                             604.64
        Oct. 89                             590.77
        Nov. 89                             596.85
        Dec. 89                             608.16
        Jan. 90                             596.55
        Feb. 90                             576.58
        Mar. 90                             573.16
        Apr. 90                             588.11
        May 90                              598.72
        Jun. 90                             611.16
        Jul. 90                             635.00
        Aug. 90                             566.38
        Sep. 90                             535.83
        Oct. 90                             503.57
        Nov. 90                             496.64
        Dec. 90                             513.38
        Jan. 91                             513.72
        Feb. 91                             573.89
        Mar. 91                             576.79
        Apr. 91                             591.19

                                      - 7 -
<PAGE>

        May 91                              571.76
        Jun. 91                             564.21
        Jul. 91                             575.53
        Aug. 91                             555.85
        Sep. 91                             592.49
        Oct. 91                             594.40
        Nov. 91                             599.43
        Dec. 91                             594.62
        Jan. 92                             642.61
        Feb. 92                             647.42
        Mar. 92                             648.01
        Apr. 92                             649.04
        May 92                              666.55
        Jun. 92                             645.27
        Jul. 92                             657.25
        Aug. 92                             644.76
        Sep. 92                             640.75
        Oct. 92                             627.71
        Nov. 92                             634.00
        Dec. 92                             651.44
        Jan. 93                             677.80
        Feb. 93                             672.81
        Mar. 93                             687.67
        Apr. 93                             712.93
        May 93                              701.04
        Jun. 93                             716.23
        Jul. 93                             712.44
        Aug. 93                             754.13
        Sep. 93                             766.79
        Oct. 93                             802.20
        Nov. 93                             802.51
        Dec. 93                             823.26
        Jan. 94                             858.48
        Feb. 94                             872.79
        Mar. 94                             841.25
        Apr. 94                             807.54
        May 94                              816.97
        Jun. 94                             815.42
        Jul. 94                             830.11
        Aug. 94                             847.24
        Sep. 94                             844.49
        0ct. 94                             829.20
        Nov. 94                             809.31
        Dec. 94                             771.07
        Jan. 95                             763.03
        Feb. 95                             773.60
        Mar. 95                             767.76
        Apr. 95                             802.70
        May 95                              830.19
        Jun. 95                             848.34
        Jul. 95                             892.13
        Aug. 95                             880.81
        Sep. 95                             903.56
        Oct. 95                             892.40
        Nov. 95                             867.32
        Dec. 95                             885.18
    

                              PURCHASE OF ANNUITIES

Persons desiring to purchase a Contract must send a completed application and an
initial Purchase  Payment to the Company.  If the application can be accepted in
the form received,  the Purchase Payment will be credited to the Contract within
two business  days after  receipt.  If the Purchase  Payment  cannot be credited
within five business days after receipt  because the  application is incomplete,
the Company will contact

                                      - 8 -
<PAGE>

the Applicant to explain the reason for the delay.  The Company will immediately
return the initial  Purchase Payment unless the Applicant  specifically  directs
the Company to retain the initial  Purchase  Payment  until the  application  is
complete to the  satisfaction of the Company.  The Company reserves the right to
accept or reject any  application  at its sole  discretion.  The  Contracts  are
non-participating  and,  therefore,  do not share in any profits of the Company.
The  Contracts  may be modified  by the Company in order to maintain  compliance
with applicable state and federal law. The Contracts are offered on a continuous
basis.

The minimum initial Purchase Payment is $10,000.  Additional  Purchase  Payments
may be made until the Annuity  Starting  Date.  Within 10 days of receipt of the
Contract by the  Contractholder,  the Contract may be returned by  delivering or
mailing it to the Company and a refund will be made.  Certain  states may permit
the Contractholder  more than 10 days to return the Contract.  Within seven days
of receipt  of the  Contract  and a written  notice by the  Contractholder,  the
Company will issue a refund.  Unless  applicable  law requires a refund equal to
the  Purchase  Payments,  the  Company  will  refund  the value of the  Contract
computed  at the end of the  Valuation  Period  during  which  the  Contract  is
received by the Company. No withdrawal charges will be assessed in this event.

The  amount  of the  initial  Annuity  Payment  will be  determined  on the 10th
Business Day prior to the Initial Payment Date specified in the application.  If
the completed  application and the Purchase  Payment are received by the Company
before the Business  Day on which the Company  determines  such Initial  Annuity
Payment,  the Purchase Payment will be allocated to the Separate Account for the
purchase of TIVA Units until the next following  Annuity  Starting Date prior to
the day of the month of the Initial  Payment Date specified in the  application.
At that time,  the Units will be applied  under the Annuity  Option  selected as
TIVA Units or converted to Annuity  Units.  The number of TIVA Units credited to
the Separate  Account as a result of a Net  Purchase  Payment is  determined  by
dividing the Net Purchase Payment  allocated to the Separate Account by the TIVA
Unit value next computed for the Separate  Account  following the  allocation of
the Net Purchase Payment to the Separate  Account.  A TIVA Unit is an accounting
measure  used to  determine a  contract's  proportionate  share of the  Separate
Account.  The  value of a TIVA  Unit was  established  at  $1.00  for the  first
Valuation  Date of the Separate  Account.  After that date,  the value of a TIVA
Unit  increases or decreases in proportion to the net  investment  return of the
Separate  Account.  An Annuity Unit is an  accounting  measure used to calculate
Annuity Payments and Annuity Benefits under one or more of Annuity Options 2, 3,
4, 5, and 6. When an Annuitant  selects one or more of Annuity  Options 2, 3, 4,
5, or 6, the  required  TIVA Units  credited to the  Contract  are  converted to
Annuity  Units.  Thus,  an increase or decrease in the value of a TIVA Unit will
have a positive or negative impact on the value of the Annuity Unit.

The Contracts are issued after the Company has accepted a completed  application
and the  initial  Purchase  Payment.  The  Contractholder  may select an Annuity
Starting  Date that is no later than 12 months  after the date the  Contract  is
issued by the Company.

                                      - 9 -
<PAGE>
                                  THE ANNUITIES

A Templeton  Immediate Variable Annuity is designed to be used to distribute the
benefits of Individual  Retirement Accounts  (including  rollovers of Individual
Retirement  Accounts),  qualified  plans under Section  401(a) of the Code,  tax
deferred  annuities under Section 403(b), and to provide annuity income benefits
from non-tax qualified  accumulations.  The minimum Purchase Payment is $10,000.
Purchase   Payments  can  be  made  until  the  Annuity   Starting   Date.   The
Contractholder  may select a  combination  of Annuity  Options  from those shown
below and allocate  parts of the Net Purchase  Payment to each option  selected.
The Contractholder  must select at least one Annuity Option. An application will
not be accepted if no Annuity Option is selected.

Benefits  payable  under  the  Annuities  will  vary  in  amount  based  on  the
performance of the Fund.  However,  because the Fund in which the assets used to
purchase the Annuity are  invested  fluctuates  in value daily,  there can be no
guarantee that the remaining value of an Annuity (net of deductions and charges)
together with any Annuity  Payments  already made, will at any given time exceed
or even equal the amount of assets  used to  purchase  the  Annuity.  Also,  the
Assumed Annual Interest Rate is a fulcrum rate and is used only to determine the
first Annuity Payment. The actual annual interest rate will fluctuate to reflect
whether the  investment  experience of the Fund is greater than or less than the
Assumed Annual Interest Rate.

PAYMENT OPTIONS

The Annuity Options available under the Contract are as follows:

Annuity Option 1--Life Expectancy Annuity--An Annuity payable monthly, quarterly
or annually which is calculated by dividing the Separate  Account Contract Value
by  the  recalculated  life  expectancy  of the  Annuitant  or  the  joint  life
expectancy of the Annuitant and a Joint Annuitant each year (see Annuity Tables,
Appendix A). Life expectancies are determined in accordance with Publication 575
of the Internal Revenue Service (the 'IRS').  Net Purchase Payments will be used
to acquire TIVA Units,  which will then be redeemed to pay the Annuity  Option 1
Annuity Payments.

Annuity Option 2--Life  Annuity--An  Annuity payable monthly during the lifetime
of the Annuitant.  The Annuity will stop with the last Annuity Payment due prior
to the death of the Annuitant. Only one Annuity Payment would be made under this
Annuity Option if the Annuitant  dies before the second Annuity  Payment is due;
only two Annuity  Payments  would be made if the Annuitant dies before the third
Annuity Payment is due, etc.

Annuity   Option  3--Life   Annuity  with  60,  120  or  180  Monthly   Payments
Guaranteed--An  Annuity payable monthly during the lifetime of an Annuitant with
a guarantee that if, at the death of the Annuitant,  Annuity  Payments have been
made for less than 60, 120 or 180 months, as elected, then Annuity Payments will
be continued  thereafter,  to a  Beneficiary  designated  by the  Contractholder
during the remainder of the period.

Annuity Option  4--Joint and Last Survivor  Annuity--An  Annuity payable monthly
during the joint  lifetime of the  Annuitant and a designated  Joint  Annuitant.
Upon the  death of the  Annuitant,  Annuity  Payments  will be made to the Joint
Annuitant during the Joint  Annuitant's  remaining  lifetime at a level of 100%,
75% or 50% of  the  original  level,  as  elected  by the  Contractholder.  This
percentage  is selected by the  Contractholder  in the  application.  Under this
Annuity Option, only one Annuity Payment would be made if both the Annuitant and
the Joint  Annuitant  die  before the second  Annuity  Payment is due;  only two
Annuity Payments would be made if they both die before the third Annuity Payment
is due, etc.

Annuity  Option  5--Joint and Last Survivor  Annuity with 60, 120 or 180 Monthly
Payments  Guaranteed--An Annuity payable monthly during the joint lifetime of an
Annuitant and a Joint  Annuitant  with no reduction in amount after the death of
the  Annuitant  and with a guarantee  that if, at the latter death of either the
Annuitant or the Joint Annuitant,  Annuity Payments have been made for less than
60,  120 or 180 months as  elected,  then  Annuity  Payments  will be  continued
thereafter  to  a  Beneficiary  designated  by  the  Contractholder  during  the
remainder of said period.

Annuity Option 6--Unit Refund Life  Annuity--An  Annuity  payable monthly during
the lifetime of an Annuitant, ceasing with the last Annuity Payment due prior to
the death of the Annuitant with a guarantee that, at the death of the Annuitant,
the  Beneficiary  will receive in one sum the then dollar value of the number of
Annuity Units equal to (1) the total net amount  applied to purchase the Annuity
divided by the Annuity Unit value used to determine the first  Annuity  Payment,
minus (2) the product of the number of the  Annuity  Units  represented  by each
payment  and  the  number  of  payments  made.  No  payment  will be made if the
difference of (1) minus (2) is negative.

Under Annuity  Options 2 through 6, the first Annuity  Payment for payments on a
monthly basis is  determined  on the basis of the  Mortality  Table and Interest
Rate  Assumed in the  Contract,  and on the Annuity  Option(s)  specified in the
application (see Annuity Tables, Appendix A).

Other payment options may be arranged  subject to prior approval by the Company.
All Annuity  Payments will be made monthly,  unless an  arrangement is made with
the Company for less frequent payments.

Converting from Annuity Option 1.
                                     - 10 -
<PAGE>

If Annuity  Payments are being made under Annuity  Option 1, the  Contractholder
may  elect  to  convert  all or a  portion  from  Annuity  Option 1 and have the
remaining  Annuity  Payments made under any of Annuity Options 2, 3, 4, 5 and 6.
In the case of the conversion of a Qualified  Contract to Annuity Options 3 or 5
with guaranteed  payments,  the period during which the guaranteed payments will
be paid under the option selected may not exceed the Annuitant's life expectancy
(or Annuitant's and Joint Annuitant's  joint life expectancy),  determined under
Publication  575, as of the date of the conversion.  This  restriction  does not
apply to nonqualified plans.
   
See 'Tax Information--Internal Revenue Code Limitations on Qualified Contracts,'
regarding  limitations  and other  requirements  which should be considered when
selecting a payment  option.  Availability  of certain options may be limited to
comply with provisions of the Internal  Revenue Code.  Nonscheduled  Withdrawals
Under Annuity Option 1.
    
At any time that  Annuity  Payments  under the  Contract  are being  made  under
Annuity  Option 1, the  Contractholder  may terminate the Contract or withdraw a
portion of the Separate Account Contract Value in addition to scheduled  Annuity
Payments.  Withdrawal charges may apply to these nonscheduled  withdrawals.  The
request for  termination or withdrawal must be sent to the Company's Home Office
in writing. Nonscheduled withdrawals will only be permitted in amounts of $1,000
or more.

The amount of the  Withdrawal  Charge will be the result of  multiplying  1 by 2
below:

1. The nonscheduled withdrawal amount.

2. The appropriate Withdrawal Charge factor from the following Schedule:

         Age of Purchase Payment in Complete Years

                     0     1      2      3      4     5 or more
Withdrawal Charge
to be Applied        5%    4%     3%    2%     1%        0%

The amount paid will be the nonscheduled  withdrawal  amount less the Withdrawal
Charge, calculated on a first-in, first-out basis.

The  Separate  Account  Contract  Value  will  be  reduced  by the  nonscheduled
withdrawal  amount  which will reduce the amount  available  to make  subsequent
Annuity  Payments.  Thus,  Annuity Payments in subsequent years will be lower in
amount.  Nonscheduled  withdrawals may also reduce the Separate Account Contract
Value to zero. In that event, no further Annuity  Payments would be made and the
Contract would terminate.

DEATH BENEFIT

In the event the  Annuitant  and any Joint  Annuitant  die  before  the  Annuity
Starting  Date under all  Annuity  Options,  or if the  Annuitant  and any Joint
Annuitant die at any time when Annuity  Option 1 is in effect,  the Company will
pay a death benefit to the Beneficiary  upon receipt of due proof of death.  The
death benefit will be the greater of 1 or 2 below if the age, last birthday,  of
the last to die of the Annuitant or any Joint Annuitant was 75 or younger at the
time of death:

1.   The Separate Account Contract Value.

2.   The amount of Net  Purchase  Payment(s)  received  by the  Company  for the
     Contract, minus the total of all benefits paid under the Contract.

If the age,  last  birthday,  of the last to die of the  Annuitant  or any Joint
Annuitant  was more than 75 as of the date of death,  the death  benefit will be
the Separate Account Contract Value reduced by the Withdrawal  Charge applicable
to a  nonscheduled  withdrawal  based  on the age of the  Purchase  Payments  in
complete years at such date.

The death  benefit  under  Annuity  Option 1 will be  payable in a lump sum cash
payment.   However,  the  Beneficiary  under  a  Nonqualified   Contract  (or  a
Beneficiary under a Qualified  Contract where the death of the Annuitant and the
death of Joint Annuitant occurs before the Annuity Starting Date) within 60 days
after the date that due proof of death is provided,  may elect,  in writing,  in
lieu of a cash  payment  to have  the  death  benefit  paid  under a  method  of
settlement  set out in  Annuity  Options 2, 3 or 6 for the  Beneficiary's  life.
Other methods of settlement  may also be made  available  upon prior approval by
the Company. Optional methods of settlement may be limited by applicable law.

Upon payment of the death benefit, the Contract will cease to be in force.

In the event of the death of the  Annuitant  and any Joint  Annuitant  after the
Annuity  Starting Date where Annuity Options 2, 3, 4, 5 or 6 are in effect,  the
death benefit, if any, will be payable under the particular option. For example,
if Annuity  Option 2 or 4 has been  selected,  there  will be no death  benefit.
Where Annuity Option 3 or 5 has been selected, the Annuity Payment will continue
to the Beneficiary for the remainder of the guaranteed period selected.

                                     - 11 -
<PAGE>

BENEFICIARIES

The  Contractholder  may designate a Beneficiary or Beneficiaries to receive any
remaining  payments or sums which may become  payable upon the last death of the
Annuitant and the Joint Annuitant.  A  Contractholder  may also designate one or
more  contingent  Beneficiaries  to receive  Annuity  Benefits  in the event all
Beneficiaries die before all Annuity Benefits payable to such Beneficiaries have
been paid. These designations may be changed by the Contractholder  from time to
time.

Unless otherwise provided in the application, any amount payable after the death
of the Annuitant and any Joint Annuitant will be payable in equal shares to such
Beneficiaries as are then living. If no Beneficiary is then living, payment will
be made in equal shares to such Contingent  Beneficiaries as are then living. If
no Beneficiary or Contingent Beneficiary is then living, payment will be made to
the estate of the  Annuitant.  Designation  of  Beneficiaries  under a Qualified
Contract purchased under a Section 401(a) or 403(b) plan may be limited.

ANNUITY PAYMENTS

In the case of a Qualified  Contract  where  Annuity  Option 1 is selected,  any
Annuitant  who is age 70 1/2 or older in the year of purchase  must withdraw the
minimum  distributions  required for such  year(s)  prior to the purchase of the
Contract.
   
Where  Annuity  Option 1 is selected and if the Annuity  Starting Date is before
the December 31st which follows  purchase of the Contract,  the Annuity Payments
for the balance of the Calendar year will be the result of dividing the Separate
Account  Contract Value on the Annuity  Starting Date by the life  expectancy of
the Annuitant and any Joint Annuitant. For example, if the Contract is purchased
on August 31,  1996 and the  Initial  Payment  Date is  October 1, 1996,  and if
monthly  payments are selected,  each monthly payment in 1996 will be the result
of the Separate Account Contract Value as of the Annuity Starting Date,  divided
by the applicable life expectancy,  divided by 12. At this time and each time an
Annuity Payment is paid  subsequently,  the Separate Account Contract Value will
be  decreased by the amount of TIVA Units  redeemed to pay the Annuity  Payment.
The  Separate  Account  Contract  Value may also be reduced by the amount of any
applicable  taxes for which no  previous  deduction  has been  made.  Subsequent
Annuity Payments will be paid on the same day of each succeeding Annuity Payment
Interval  throughout the  Annuitant's  lifetime or the lifetime of the Annuitant
and the Joint Annuitant until the total Separate Account Contract Value has been
paid.  The Annuity  Payments in subsequent  years under Annuity Option 1 will be
equal to the  remaining  Separate  Account  Contract  Value on the  December  31
preceding  each such year divided by the then  appropriate  life  expectancy  or
joint life expectancy.
    
The  first  payment  under  any of  Annuity  Options  2,  3,  4, 5 and 6 will be
determined  in  accordance  with the annuity  payment rate based on a 5% Assumed
Annual  Interest  Rate  (unless the Company also offers an  alternative  assumed
interest rate and the alternative  rate is selected).  No purchase of an Annuity
will be effected  until the Company has received  proof  acceptable to it of the
birthdate of the Annuitant and any Joint  Annuitant.  Once elected,  all options
except  Annuity  Option 1 are  irrevocable.  Any  Annuity  Option  elected  as a
conversion from Annuity Option 1, once elected,  is  irrevocable.  The amount of
each  payment  depends  upon the  Annuity  Option or  Option(s)  chosen  and the
Annuitant's and any Joint  Annuitant's  actual age at the time the first payment
is due.  'Actual age',  as used above,  means actual age to the nearest month on
the Annuity Starting Date.

Under  Annuity  Options 2 through 6 the first  Annuity  Payment is calculated as
provided in the  Contract  and shown on Contract  Schedule 1. The first  Annuity
Payment is then divided by the then current value of an Annuity Unit (see below)
to determine the fixed number of Annuity Units used to calculate each subsequent
Annuity Payment.  Thereafter,  each Annuity Payment is calculated by multiplying
the fixed number of Annuity Units,  as determined  above, by the current Annuity
Unit Value, less any applicable  taxes.  Since the value of an Annuity Unit will
fluctuate  from month to month,  the amount of each Annuity  Payment may also be
expected to fluctuate.  However, the Company guarantees that the Periodic Charge
will not be changed for any Annuity once issued. (See 'Deductions and Charges.')

ANNUITY UNITS

The value of an Annuity Unit was initially set at $1.00 upon commencement of the
Separate  Account's  operations.  The  value of an  Annuity  Unit is  thereafter
determined as follows on each Payment Date:

First: The Net Investment Factor is determined by dividing (a) by (b) and adding
(c) to the result, where:

(a)  is the net  increase  or  decrease  in the net asset value per share of the
     Fund,   plus  the  per  share  amount  of  any  dividend  or  capital  gain
     distribution  paid or deemed paid by the Fund since the  preceding  Payment
     Date,  plus or minus a per share charge or credit for any taxes incurred by
     or  reserved  for in the  Separate  Account  as of the  end of the  current
     Payment Date which the Company determines to have resulted from maintenance
     of the Separate Account;

(b)  is the net asset value per share of the Fund on the preceding Payment Date,
     plus or minus a per share  charge or credit  for any taxes  incurred  by or
     reserved  for in the  Separate  Account  as of the  end of the  immediately
     preceding  Payment Date which the Company  determines to have resulted from
     maintenance of the Separate Account;

(c)  is the net result of 1.000,  less the Valuation Period Deduction Charge for
     the charge to the Separate Account (see 'Deductions and Charges').

                                     - 12 -
<PAGE>

     The Net Investment Factor may be more or less than one.

Second: An Annuity Unit value for a Payment Date is equal to:

(a)  the value of the Annuity Unit on the immediately preceding Payment Date;

(b)  multiplied by the Net  Investment  Factor for the period from the preceding
     Payment Date ending on the current Payment Date; and

(c)  divided by the Assumed Net Investment Factor for that period.

The  Assumed  Net  Investment  Factor  is equal to one plus the  Assumed  Annual
Interest Rate used in determining the basis for purchase of Annuities,  adjusted
to reflect  the  performance  of the  Separate  Account  during  the  particular
valuationperiod.  For example,  using the 5% Assumed  Annual  Interest Rate, the
Assumed Net Investment Factor for a one-year valuation period would be 1.05. For
a one-day valuation period, the Assumed Net Investment Factor would be 1.000133.
The value of an  Annuity  Unit will  increase  only when the  actual  investment
results of the Separate  Account  exceeds the Assumed  Annual  Interest Rate. If
actual results are less than the Assumed  Annual  Interest Rate, the value of an
Annuity Unit will decrease.

The value of an Annuity  Unit as of any date other than a given  Payment Date is
equal to its value on the next succeeding Payment Date.

VALUE OF THE SEPARATE ACCOUNT

The value of the Separate Account on a Payment Date is equal to (a) its value on
the previous Payment Date, less (b) the Periodic Charge,  the Administration Fee
and Taxes for the period since the preceding  Payment Date (see  'Deductions and
Charges'), less (c) Annuity Benefits and nonscheduled withdrawals paid since the
previous Payment Date, plus (d) net new contributions,  plus (e) any dividend or
capital gains  distributions paid and reinvested for the Separate Account by the
Fund,  and plus or minus (f) the  increase or decrease in the net asset value of
the Fund since the preceding Payment Date.

DELAYS IN VALUATION AND PAYMENT

The determination of Net Asset Value, Annuity Unit value or Life Expectancy Unit
value and making of payments under the Annuities may be suspended or delayed:

(a)  for any period (i) during which the New York Stock Exchange is closed other
     than customary weekend and holiday closings or (ii) during which trading on
     the New York Stock Exchange is restricted;

(b)  for  any  period  during  which  an  emergency  exists  (as  determined  in
     accordance  with any  applicable  regulatory  requirements)  as a result of
     which (i) disposal by the Separate  Account or the Fund of securities owned
     by  it  is  not  reasonably  practicable  or  (ii)  it  is  not  reasonably
     practicable  for the Separate  Account or the Fund fairly to determine  the
     value of its net assets; or

(c)  for such  other  periods  as the  Commission  may by order  permit  for the
     protection   of   Participants,   Annuitants,   Joint   Annuitants   and/or
     Beneficiaries.

                             DEDUCTIONS AND CHARGES

Any applicable  state premium taxes and other taxes will be deducted either from
the initial Purchase Payment at the time an Annuity is purchased or from Annuity
Payments or Annuity  Benefits,  as required by applicable law from time to time.
Premium  taxes on  Contracts,  where  imposed,  range from a minimum of .5% to a
maximum of 3.5%.

The Company assesses a Periodic Charge against the Separate Account, equal on an
annual basis to 1.2% of Separate  Account assets.  The Periodic  Charge,  in the
following amounts, compensates the Company for assuming the risks that mortality
experience will be lower than the rate assumed and that expenses will be greater
than what is assumed:  0.6% of average annual net assets to cover mortality risk
and 0.6% to cover the expense  risk.  The Periodic  Charge is  guaranteed  as to
Annuities  issued  prior to the  effective  date of any  change in the  Periodic
Charge.

If the charges for  mortality and expense  risks are  insufficient  to cover the
actual costs of these items, the Company will bear the loss. Conversely, if such
charges prove to be more than sufficient, the Company will profit. To the extent
this charge  results in a profit to the  Company,  such profit will be available
for use by the Company for,  among other  things,  the payment of  distribution,
sales, and other expenses.

The Company may also levy a charge against the Separate Account to reimburse the
Company for the amount of any tax liability paid or reserved by the Company that
results from the maintenance of the Separate Account.

An  Annual  Contract  Maintenance  Charge  of $30 will be  deducted  immediately
following  the end of each  Contract  Year.  This  charge is for  administrative
services  which do not include  expenses of  distributing  the  Contracts.  This
deduction is intended to reimburse the Company for

                                     - 13 -
<PAGE>

a portion of actual expenses incurred by it in administering the Contracts.  The
Company does not expect to recover from the Annual Contract  Maintenance  Charge
an amount in excess in its accumulated  administrative expenses. Even though the
administrative  expenses  may  increase,  the  Company  guarantees  it will  not
increase the amount of the Annual Contract  Maintenance Charge. In the case of a
total  withdrawal  occurring  31 or more days after the  beginning of a Contract
Year, the full annual Contract Maintenance Charge will be deducted.

The  Contracts  are sold without a sales charge.  However,  a Withdrawal  Charge
(contingent  deferred  sales charge) may be imposed on  withdrawals in excess of
the scheduled Annuity Payments under Annuity Option 1 (see 'Expense Table,' page
5).

For expenses borne by the Fund, see the current prospectus of the Fund.

TAX INFORMATION
INTERNAL REVENUE CODE LIMITATIONS ON QUALIFIED CONTRACTS

The availability or terms of any payment option may be modified or restricted to
the  extent  necessary  to  comply  with  U.S.  Treasury   Regulations  covering
permissible distributions from qualified retirement plans. In addition,  persons
contemplating the purchase of an Annuity should refer to the terms of their plan
for any limitation or restrictions  regarding the form or  commencement  date of
benefits.  In general,  federal tax law requires  that (1)  distribution  of the
entire Individual  Retirement  Account must be made by April 1 of the year after
the year in which the  Annuitant  attains  age 70 1/2 or (2)  distribution  must
commence by such date. If distributions are commenced by such date, they must be
(a) over the life of the  Annuitant or the lives of the  Annuitant and any Joint
Annuitant or (b) over a period that does not exceed the life  expectancy  of the
Annuitant or the joint life expectancy of the Annuitant and any Joint Annuitant.
If the  minimum  distribution  is not made,  a 50%  nondeductible  excise tax is
imposed on the amount not  distributed.  The Annuity  Options under the Contract
are  designed  to allow the Annuity  Payments to comply with these  distribution
rules. However,  certain Annuity Options may not be available,  depending on the
Annuity  Option  selected  and  the  age  of  a  non-spouse   Joint   Annuitant.
Restrictions on these Annuity Options include the following:

Annuity Option 1. If the Joint Annuitant is not the Annuitant's spouse,  special
rules apply in calculating the joint life expectancy.

Annuity  Options 3 or 5. The  guaranteed  payment period may not exceed the life
expectancy of the Annuitant (or joint life expectancy of the Annuitant and Joint
Annuitant) at the time of selection of such Annuity Option  (whether on original
application or conversion from Annuity Option 1).

Annuity Option 4. If the Joint Annuitant is not the Annuitant's spouse, the 100%
Annuity Option is available only if the Annuitant is no more than 10 years older
than the  Joint  Annuitant.  If the  Annuitant  is 10-19  years  older  than the
non-spouse  Joint  Annuitant only the 75% and 50% Annuity Options are available.
Only the 50% Annuity  Option is available if the Annuitant is more than 19 years
older than the non-spouse Joint Annuitant.

Annuity  Option 5. Annuity  Option 5 is not available if the Joint  Annuitant is
not the  Annuitant's  spouse and the  Annuitant is more than 10 years older than
the Joint Annuitant.

FEDERAL INCOME TAX STATUS

The following discussion is general in nature and is not intended as tax advice.
Each person concerned should consult a competent tax adviser.  The discussion is
based on the  Company's  understanding  of  current  federal  income tax laws as
theyare  currently  interpreted by the IRS. No  representation is made regarding
the likelihood  that either the  particular  laws or their  interpretation  will
continue.  No attempt is made to consider  any state or other tax laws which may
be applicable.

(A) FEDERAL TAX STATUS OF THE COMPANY AND THE SEPARATE ACCOUNT

General:  The  Company  is  taxed  as a life  insurance  company  under  Part I,
Subchapter L of the Code.  Because the Separate Account is not a separate entity
from the Company for  purposes of the Code,  the Company  will be liable for any
federal  income  taxes which  become  payable  with respect to the income of the
Separate Account. Under current law, no item of dividend income, interest income
or realized  capital gain  attributable,  at a minimum,  to  appreciation  after
January 1, 1985,  of the  Separate  Account  will be taxed to the Company to the
extent it is applied to increase reserves under the Contracts.

Under the  principles  set forth in IRS Revenue Ruling 81-225 and Section 817(h)
of the Code and regulations  thereunder,  the Company  believes that the Company
will be treated as owner of the assets  invested  in the  Separate  Account  for
federal  income tax purposes,  with the result that earnings and gains,  if any,
derived  from those assets will not be included in an  Annuitant's  gross income
until amounts are received pursuant to an Annuity.

The Fund will be required to adhere to regulations  adopted  pursuant to Section
817(h) of the Code prescribing asset diversification requirements for investment
companies whose shares are sold to insurance  company separate  accounts funding
variable annuity contracts.  Pursuant to these  regulations,  on the last day of
each  calendar  quarter no more than 55% of the total  assets of the Fund may be
represented by securities of any one issuer, no more than 70% may be represented
by  securities  of any two  issuers,  nor more  than 80% may be  represented  by
securities  of any three  issuers,  and no more than 90% may be  represented  by
securities of any four issuers. For this purpose, in the case of U.S. government

                                     - 14 -
<PAGE>

securities,  each U.S.  government  agency or  instrumentality  is  treated as a
separate issuer. Any security issued,  guaranteed,  or insured (to the extent so
guaranteed or insured) by the United States or an  instrumentality of the United
States is treated as a U.S. government security.

(B) FEDERAL TAX STATUS OF ANNUITANTS

The Annuities are designed to distribute  the benefits of Individual  Retirement
Accounts or Annuities  under Section 408,  qualified plans under Section 401(a),
tax deferred annuities under Section 403(b), and for Nonqualified Contracts. The
tax rules  applicable to  participants  in such qualified plans who purchase the
contract vary  according to the type of plan and the terms and conditions of the
plan  itself.  Therefore,  this  discussion  is designed to provide only general
information about the use of the Annuity in connection with the various types of
plans.  Participants in plans are cautioned that the rights of any person to any
benefits under the plans may be subject to the terms and conditions of such plan
regardless of the terms and conditions of the Contract.

The Company  believes that the Annuitant is not subject to federal income tax on
increases in Annuity value until payments are received  under the Annuity.  This
rule would not apply to certain  Nonqualified  Contracts  where the Annuitant is
not the Contractholder.  Federal income taxation of Annuity Payments and Annuity
Benefits is  determined  under Section 72 of the Code.  Section 72 provides,  in
general,  that portion of each Annuity Payment which  represents the Annuitant's
'investment'  in the  Annuity  is  excluded  from  gross  income  for income tax
purposes.   ('Investment'  refers  generally  to  contributions  that  were  not
deductible  or  excludable  from income when made.) If the Annuity is  purchased
entirely with assets which were  excludable  from the  Annuitant's  income,  the
'investment' by the Annuitant will be deemed to be zero and  distributions  will
be fully taxable as payments are received. To the extent an Annuity is purchased
with  contributions  that were  subject  to income  tax when made to such a plan
(such as an Individual Retirement Account where nondeductible contributions were
made),  proportional  amounts of each Annuity Payment may be excluded from gross
income for income tax purposes up to the aggregate amount of such contributions.

Once the  excludable  portion of Annuity  Payments  equals the investment in the
Contract,  the balance of the Annuity Payments will be fully taxable. If Annuity
Option 1 is selected and  nonscheduled  withdrawals are made, such payments,  if
from a  Nonqualified  Contract,  are taxable to the extent that the value of the
Contract exceeds the investment in the Contract.

To the  extent  that  nondeductible  contributions  were  made to an  individual
retirement  account  or  annuity,  a  portion  of  any  nonscheduled  withdrawal
(determined in accordance  with Form 8606,  filed with the  Annuitant's  Federal
income tax return) from such Qualified Contract will be excluded from income.

The  taxable  portion  of  distributions  to an  Annuitant  from a  Nonqualified
Contract prior to age 59 1/2 are generally  subject to a 10% early  distribution
tax. Exceptions are available for substantially equal periodic payments made for
the  life of the  Annuitant  or the  joint  lives  of the  Annuitant  and  Joint
Annuitant.  Some of the  Annuity  Options  available  under the  Contract  would
satisfy this exception.  Also,  distributions from a Qualified Contract prior to
age 59 1/2 are generally subject to a 10% early  distribution tax in addition to
regular income tax. An exception exists for distributions  which are a part of a
series of payments over the life (or life expectancy) of the Annuitant and Joint
Annuitant.  Under current law,  distributions  under Annuity Options 1 through 6
should  qualify  for  the  exception.  However,  the  Annuitant  should  consult
qualified tax counsel concerning the availability of the exception. If the early
distribution  tax  does  not  apply as a  result  of the  periodic  distribution
exception for  distributions  prior to age 59 1/2, and if the series of payments
is subsequently modified, the tax for the year when the modification occurs will
be  increased by an amount equal to the tax that would have been imposed but for
the exception,  plus interest,  if the modification takes place before the later
of (a) the date the  taxpayer  attains  age 59 1/2 or (b) the date which is five
years  from the date of the first  payment.  A  modification  would  occur,  for
instance, in the event of a nonscheduled withdrawal or a conversion from Annuity
Option 1 to another Annuity Option.  This recapture provision does not apply for
distributions upon death or disability.
   
For  Qualified  Contracts,  distributions  in excess of $155,000 per year in the
case of periodic distributions and in excess of $775,000 in the case of lump sum
distributions may be subject to an additional 15% excise tax.
    
(C) RESTRICTIONS ON DISTRIBUTIONS UNDER 403(B) PLANS

Distributions  attributable to contributions made pursuant to a salary reduction
agreement  under a 403(b) plan may be paid only (a) after the Annuitant  attains
age 59 1/2, separates from service,  dies or becomes disabled, or (b) in case of
hardship.  Therefore,  one of these  exceptions  must exist  before the  Annuity
Starting Date.

(D) ROLLOVERS AND DIRECT ROLLOVERS
   
An individual receiving an eligible rollover  distribution from a qualified plan
under Section  401(a) or  tax-deferred  annuity under Section 403(b) may elect a
direct  rollover  into an  Individual  Retirement  Account or  Annuity  (or into
another 401(a) plan or 403(b) annuity,  respectively) and avoid current taxation
on the  amount  of the  direct  rollover.  In a direct  rollover,  the  eligible
rollover  distribution  is  paid  directly  from  the  plan  or  annuity  to the
Individual  Retirement Account, plan or Annuity (or 403(b) annuity). If a direct
rollover is not selected,  an eligible rollover distribution is subject to a 20%
mandatory  income tax  withholding  (see (e)  below).  However,  if an  eligible
rollover distribution is made to an individual instead of a direct rollover, the
individual may also avoid current  taxation by rolling over the taxable  portion
(including  any tax withheld) into an Individual  Retirement  Account or Annuity
within 60 days of receipt.
    
                                     - 15 -
<PAGE>
Rollovers may also be made of distributions from Individual  Retirement Accounts
or  Annuities.  Such  rollovers  must be made  within 60 days of receipt and are
limited to one per year. A rollover  may not be made of the amount  necessary to
meet the minimum distribution requirement for a particular year.

Transfers  may  also  be  made  directly   from  other   individual   retirement
arrangements under Section 408 of the Code.

(E) WITHHOLDING
MANDATORY WITHHOLDING.

Nonscheduled  payments  under Option 1 from a Section  401(a) or Section  403(b)
plan will generally be treated as eligible rollover distributions, and therefore
will be  subject  to a 20%  mandatory  income  tax  withholding  unless a direct
rollover to another plan or individual retirement arrangement is selected.

The 20% mandatory income tax withholding does not apply to individual retirement
arrangements.

ELECTIVE WITHHOLDING.

With  respect to  payments  from a contract  purchased  under a 401(a) plan or a
403(b)  annuity  other than  nonscheduled  withdrawals  under Option 1, and with
respect  to all  payments  from an  Individual  Retirement  Account,  income tax
withholding  is required  unless the  recipient  makes an  election  not to have
federal  income tax withheld from such  payments.  This election is revocable by
the recipient at any time.

The  withholding   rate,  as  determined   from  the   recipient's   withholding
certificate,  will be  applied  against  the  taxable  portion  of each  Annuity
Payment.  If no withholding  certificate is filed with the Company,  tax will be
withheld from Annuity  Payments and Annuity Benefits on the basis that the payee
is married with three withholding exemptions.

Persons  who elect  not to have  withholding  made are  nonetheless  liable  for
federal income tax on the Annuity Payments and Annuity Benefits received by them
and may become  subject to penalties  under the  estimated  tax payment rules if
withholding and estimated tax payments are not sufficient.

(F) INCOME TAXATION OF DEATH BENEFITS.

Upon the death of the  Annuitant  and any  Joint  Annuitant,  remaining  Annuity
Payments,  if any,  under the  Annuity  Option  selected,  or the death  benefit
payable under Annuity Option 1, will be taxable to the Beneficiary,  except that
any remaining investment in the Contract of the Annuitant will be assumed by the
Beneficiary.  A lump sum  distribution of the balance under Annuity Option 1 may
not be rolled into the Beneficiary's Individual Retirement Account.

                       SALES OF VARIABLE ANNUITY CONTRACTS

The  distributor  of the  Contracts  is Franklin  Templeton  Distributors,  Inc.
('FTD'). FTD is an indirect wholly-owned subsidiary of Franklin Resources,  Inc.
Contracts will be sold through  broker-dealers  registered  under the Securities
Exchange Act of 1934, whose  representatives are authorized by applicable law to
sell Contracts  under terms of agreement  provided by FTD and terms of agreement
provided by the  Company.  For  services it renders the Company pays FTD or such
other  person  if  required  under  applicable  law,  an  amount up to 5% of the
Purchase Payments under the Contracts.  In addition,  the Company will reimburse
FTD for sales related  expenses.  The Company  through FTD or such other person,
pays  dealers who sell  Contracts  an amount up to 5% of the  Purchase  Payments
under the  Contracts.  The amounts paid by the Company are not deducted from the
Purchase  Payments.  Deductions  for  Withdrawal  Charges (as  described  in the
'Expense Table') may be used to reimburse the Company for commission payments to
broker-dealers.
                                  VOTING RIGHTS

In accordance with its view of present applicable law, the Company will vote the
shares of the Fund held in the  Separate  Account  at  special  meetings  of the
shareholders of the Fund in accordance with  instructions  received from persons
having a voting interest in the Separate Account.  The Company  understands that
under present  applicable law,  persons  currently  receiving  payments under an
Annuity have such voting interest. The Company will vote shares for which it has
not received instructions in the same proportion as it votes shares for which it
has received instructions.

The number of votes which a person has a right to instruct will be determined by
dividing the reserve for the applicable  Annuity in the Separate  Account by the
net asset value per share of the Fund.  Such number of shares will be determined
as of a date  coincident  with the date  established by the Fund for determining
shareholders  eligible  to vote at the  meeting of the Fund,  which shall not be
more than 90 days prior to any meeting of the Fund. Voting  instructions will be
solicited by written  communication at least 14 days prior to such meeting.  The
votes  attributable  to each  Annuity  decrease  as reserves  allocated  to that
Annuity decrease.
                                     - 16 -
<PAGE>
                  SUBSTITUTION OF SECURITIES AND OTHER CHANGES

If the shares of the Fund should no longer be available  for  investment  by the
Separate  Account or if, in the judgment of the Company,  further  investment in
such shares should be inappropriate in view of the purpose of the Annuities, the
Company may substitute shares of another mutual fund or other investment vehicle
for shares of the Fund already  purchased or to be purchased in the future under
the  Annuities.  No  substitution  of  securities  may take place  without prior
approval of the  Securities  and Exchange  Commission  in  accordance  with such
requirements  as it may impose,  without notice to or approval by persons having
voting  interest,   or  without   complying  with  filing  or  other  procedures
established by applicable state insurance regulators.

At the Company's  election and subject to any necessary  vote by persons  having
the right to give  instructions  with respect to the voting of Fund shares,  the
Separate  Account may be operated as a management  company under the  Investment
Company Act of 1940 or in any other  permitted  form, or it may be  deregistered
under the Act in the event registration is no longer required.  The Company also
reserves the right to add or delete other  separate  accounts or  subaccounts of
the  Separate  Account;  to combine the  Separate  Account  with other  separate
accounts and to combine one or more subaccounts; or their successors or assigns;
to add or delete mutual funds, other investment vehicles, or series of either as
investments  for a  separate  account  or  subaccounts;  to add a fixed  account
providing  for the provision of Annuity  Benefits out of the  Company's  general
account;  and to split or combine the value of the Annuity  Units  provided such
action has no  material  effect on  benefits or other  provisions  of  Annuities
previously issued under the Contracts.

Upon notice to the person(s) currently receiving payments under an Annuity,  the
Contracts  or an  Annuity  may be  modified  by the  Company,  but  only if such
modification: (1) is necessary to make the Contracts and/or the Annuities comply
with any law or regulation issued by a governmental agency to which the Company,
the Separate  Account,  the Contracts  and/or an Annuity are subject;  or (2) is
necessary to assure  continued  qualification  of the Contracts or the Annuities
under the  Internal  Revenue  Code or other  applicable  federal  or state  laws
relating to annuity contracts,  deferred  compensation plans,  pension or profit
sharing plans, individual retirement accounts or other retirement plans, as such
laws may be amended  from time to time;  or (3) is necessary to reflect a change
in  the  operation  of the  Separate  Account  as  described  in  the  preceding
paragraph.  In the  event of any  such  modifications,  the  Company  will  make
appropriate  endorsement to the Contracts and comply with the  requirements  and
procedures  which the  Securities and Exchange  Commission and applicable  state
insurance regulatory authorities may impose.
   
                             PERFORMANCE INFORMATION

Performance information for the Separate Account,  including the yield and total
return,  may appear in  advertisements,  report,  and promotional  literature to
current or prospective Contractowners.

                             ILLUSTRATION OF VALUES

The  following  tables  have been  prepared to show how  investment  performance
affects  variable  Annuity  Payments  over time.  The variable  Annuity  Payment
amounts reflect three different  assumptions  for a constant  investment  return
before all expenses:  0%, 6%, and 12%.  There are  hypothetical  rates of return
and, of course, the Company does not guarantee that the Contract will earn these
returns  for any one year or any  sustained  period of time.  The tables are for
illustrative  purposes  only  and do not  represent  past or  future  investment
returns.

The variable Annuity Payments may be more or less than the payments shown if the
actual  returns of the Fund are different  than those  illustrated.  Since it is
very likely that  investment  returns will  fluctuate  over time,  the amount of
variable  Annuity  Payments  will also  fluctuate.  The total  amount of Annuity
Payments  ultimately  received will depend on cumulative  investment returns and
how long the Annuitant lives and the option chosen.

Another factor which  determines the amount of variable  Annuity Payments is the
5% Assumed Annual  Interest Rate.  Income will increase from one Payment Date to
the next if the  annualized  net rate of return during that time is greater than
the 5% Assumed  Annual  Interest  Rate,  and will decrease if the annualized net
rate of return is greater than the 5% Assumed Annual Interest Rate.

The payment amounts shown reflect the deduction of all fees and expenses. Actual
Fund  fees and  expenses  may vary  from  year to year and thus may be higher or
lower than the assumed rate. The  illustrations  assume that the Fund will incur
expenses at the annual rate of 1.0% of the average daily net assets of the Fund.
(This  is  the  amount  of  the  Fund's  total  operating  expenses,  net of fee
reduction,  as of 12/31/95.) The Mortality and Expense Risk Fee is calculated at
an annual rate of 1.20% of the average daily net assets of the Separate Account.
After taking these  expenses and charges in to  consideration,  the  illustrated
gross investment returns 0%, 6%, and 12% are approximately equal to net rates of
- -2.18%, 3.69%, and 9.56%, respectively.

                                     - 17 -
<PAGE>

                      TEMPLETON IMMEDIATE VARIABLE ANNUITY

<TABLE>
<S>               <C>                                 <C>                             <C>
Annuitant:        John Doe                            Annuity Purchase Amount:        $100,000

Date of Birth:    1/1/26                              Issue Date:                     1/1/96

Annuity Option:   Single Life Annuity Option 2        Initial Payment Date:           1/1/96

Premium Tax:      0%                                  Frequency of Annuity Payment:   Monthly

Annuity Factor:   7.39                                Assumed Annual Interest Rate:   5%
</TABLE>

The amount of monthly variable Annuity Payments shown in the table below and the
graph that follows assumes a constant annual  investment  return.  The amount of
the  variable  Annuity  Payment  that is  actually  received  will depend on the
investment  performance of the Fund. The variable  annuity can go up or down and
no minimum dollar amount of variable Annuity Payment is guaranteed.  Calculation
of the amounts  shown takes into account a 5% Assumed  Annual  Interest Rate and
the expenses for the Fund as reflected in the Expense Table.  Income will remain
constant at $739 per month when the annualized net rate of return after expenses
is 5%.


                            MONTHLY ANNUITY PAYMENTS

                    Annual rate of
                    return before
                    expenses:         0%        6.00%    12.00%




Annuity                            Annual rate of
Payment                             return after
Date                     Age          expenses:     -2.18%    3.69%    9.56%

January 1, 1996          70                           739       739      739

January 1, 1997          71                           688       730      771

January 1, 1998          72                           641       721      805

January 1, 1999          73                           598       712      840

January 1, 2000          74                           557       703      876  

January 1, 2001          75                           519       694      914

January 1, 2006          80                           364       652     1,131

January 1, 2011          85                           256       612     1,399

January 1, 2016          90                           179       575     1,731

January 1, 2021          95                           126       540     2,141

January 1, 2026         100                            88       508     2,648

THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ARE  ILLUSTRATIVE  ONLY AND
SHOULD NOT BE DEEMED TO REPRESENT PAST OR FUTURE INVESTMENT PERFORMANCE.  ACTUAL
RATES OF RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER
OF FACTORS.
                     [The following table replaces a graph]

 Net rates of return       -2.18%            3.69%            9.56%
          Year     1                    739              739              739
                   2                    688              730              771
                   3                    641              721              805
                   4                    598              712              840
                   5                    557              703              876
                   6                    519              694              914
                   7                    483              686              954
                   8                    450              677              995
                   9                    419              669            1,039
                  10                    391              660            1,084
                  11                    364              652            1,131
                  12                    339              644            1,180
                  13                    316              636            1,231
                  14                    294              628            1,285
                  15                    274              620            1,341
                  16                    256              612            1,399

                                     - 18 -
<PAGE>

                   17                    238              605            1,460
                   18                    222              597            1,523
                   19                    207              590            1,589
                   20                    193              583            1,658
                   21                    179              575            1,731
                   22                    167              568            1,806
                   23                    156              561            1,884
                   24                    145              554            1,966
                   25                    135              547            2,052
                   26                    126              540            2,141
                   27                    117              534            2,234
                   28                    109              527            2,331
                   29                    102              520            2,432
                   30                     95              514            2,538
                   31                     88              508            2,648

    

                                     - 19 -
<PAGE>

              STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS

                         Templeton Funds Annuity Company

                             Independent Accountants

                              Financial Information

              Financial Statements--Templeton Funds Annuity Company

   Financial Statements--Templeton Immediate Variable Annuity Separate Account





                                     - 20 -
<PAGE>

                                   APPENDIX A

                      Dollar Value of FIRST Monthly Payment
                               for Each $1,000 of
                         Separate Account Contract Value

                                ANNUITY OPTION 1

The  Contract  provides  that  monthly  payments  under  Annuity  Option  1  are
calculated  by  dividing  the  Separate  Account  Contract  Value  by  the  life
expectancy and further dividing by 12. To assist in determining monthly payments
under Annuity  Option 1, the following  indicates the monthly  payments for each
$1,000 of Separate  Account  Contract  Value for both single life and joint life
expectancies based on the current IRS life expectancy tables, at the given ages.

               ANNUITY OPTION 1(A)--SINGLE LIFE EXPECTANCY ANNUITY

                           FIRST MONTHLY PAYMENT USING
                           IRS LIFE EXPECTANCY TABLES

                              Actual First Monthly
                                   Age Payment
                                    50 $2.52
                                    51  2.59
                                    52  2.66
                                    53  2.74
                                    54  2.82
                                    55  2.91
                                    56  3.01
                                    57  3.11
                                    58  3.22
                                    59  3.33
                                    60  3.44
                                    61  3.58
                                    62  3.70
                                    63  3.86
                                    64  4.01
                                    65  4.17
                                    66  4.34
                                    67  4.53
                                    68  4.73
                                    69  4.96
                                    70  5.21
                                    71  5.45
                                    72  5.71
                                    73  6.00
                                    74  6.31
                                    75  6.67





                                     - 21 -
<PAGE>

               ANNUITY OPTION 1(b)--JOINT LIFE EXPECTANCY ANNUITY

             FIRST MONTHLY PAYMENT USING IRS LIFE EXPECTANCY TABLES

Actual Age                     Your Actual Age
of Joint
Annuitant     50      55       60       65       70         75
50           $2.13   $2.25    $2.34    $2.41     $2.45     $2.48
55            2.25    2.42     2.58     2.70      2.79      2.84
60            2.34    2.58     2.81     3.02      3.18      3.29
65            2.41    2.70     3.02     3.33      3.61      3.82
70            2.45    2.79     3.18     3.61      4.05      4.43
75            2.48    2.84     3.29     3.82      4.43      5.05





                                     - 22 -
<PAGE>

                         ANNUITY OPTION 2--LIFE ANNUITY

                           FIRST MONTHLY PAYMENT USING
                            5% ASSUMED INTEREST RATE

                              Actual First Monthly
                                   Age Payment
                                    50 $5.14
                                    51  5.20
                                    52  5.26
                                    53  5.32
                                    54  5.39
                                    55  5.46
                                    56  5.54
                                    57  5.62
                                    58  5.71
                                    59  5.80
                                    60  5.90
                                    61  6.01
                                    62  6.13
                                    63  6.25
                                    64  6.38
                                    65  6.52
                                    66  6.67
                                    67  6.83
                                    68  7.01
                                    69  7.19
                                    70  7.39
                                    71  7.61
                                    72  7.84
                                    73  8.08
                                    74  8.35
                                    75  8.63





                                     - 23 -
<PAGE>


                                ANNUITY OPTION 3
              LIFE ANNUITY WITH 60, 120 OR 180 PAYMENTS GUARANTEED

                              FIRST MONTHLY PAYMENT
                            USING 5% ASSUMED INTEREST
                              Number of Guaranteed
                                Monthly Payments

                                Actual
                                 Age    60   120     180
                                  50  $5.13  $5.11  $5.07
                                  51   5.19   5.16   5.12
                                  52   5.25   5.22   5.17
                                  53   5.31   5.28   5.23
                                  54   5.38   5.34   5.29
                                  55   5.45   5.41   5.35
                                  56   5.53   5.48   5.41
                                  57   5.61   5.56   5.48
                                  58   5.69   5.64   5.55
                                  59   5.78   5.72   5.62
                                  60   5.88   5.81   5.70
                                  61   5.99   5.91   5.78
                                  62   6.10   6.01   5.86
                                  63   6.22   6.11   5.95
                                  64   6.34   6.22   6.03
                                  65   6.48   6.34   6.13
                                  66   6.62   6.46   6.22
                                  67   6.77   6.59   6.31
                                  68   6.94   6.73   6.41
                                  69   7.11   6.87   6.51
                                  70   7.30   7.02   6.61
                                  71   7.49   7.17   6.70
                                  72   7.70   7.33   6.80
                                  73   7.93   7.49   6.89
                                  74   8.16   7.66   6.99
                                  75   8.41   7.83   7.08





                                     - 24 -
<PAGE>

            ANNUITY OPTION 4(a)--JOINT AND 100% SURVIVOR LIFE ANNUITY

              FIRST MONTHLY PAYMENT USING 5% ASSUMED INTEREST RATE

Actual Age                      Your Actual Age
of Joint
Annuitant      50       55       60       65     70       75
50            $4.72    $4.81    $4.89    $4.96   $5.02   $5.06
55             4.81     4.94     5.06     5.16    5.25    5.33
60             4.89     5.06     5.23     5.39    5.54    5.66
65             4.96     5.16     5.39     5.63    5.86    6.06
70             5.02     5.25     5.54     5.86    6.20    6.52
75             5.06     5.33     5.66     6.06    6.52    7.01

            ANNUITY OPTION 4(b)--JOINT AND 75% SURVIVOR LIFE ANNUITY

              FIRST MONTHLY PAYMENT USING 5% ASSUMED INTEREST RATE

Actual Age                      Your Actual Age
of Joint
Annuitant      50       55       60        65       70      75
50            $4.82    $4.96    $5.11    $5.28    $5.45    $5.64
55             4.89     5.06     5.24     5.45     5.66     5.89
60             4.95     5.15     5.38     5.63     5.91     6.19
65             5.00     5.24     5.51     5.83     6.18     6.55
70             5.05     5.31     5.62     6.01     6.46     6.95
75             5.08     5.36     5.72     6.17     6.72     7.36

            ANNUITY OPTION 4(c)--JOINT AND 50% SURVIVOR LIFE ANNUITY

              FIRST MONTHLY PAYMENT USING 5% ASSUMED INTEREST RATE

Actual Age                      Your Actual Age
of Joint
Annuitant      50       55        60      65       70        75
50            $4.92    $5.12     $5.35   $5.63    $5.98    $6.38
55             4.97     5.19      5.45    5.76     6.14     6.59
60             5.01     5.25      5.54    5.90     6.33     6.84
65             5.05     5.31      5.64    6.04     6.54     7.12
70             5.08     5.36      5.71    6.17     6.74     7.43
75             5.10     5.39      5.78    6.28     6.93     7.74





                                     - 25 -
<PAGE>

            ANNUITY OPTION 5(a)--JOINT AND 100% SURVIVOR LIFE ANNUITY
                           WITH 60 PAYMENTS GUARANTEED
              FIRST MONTHLY PAYMENT USING 5% ASSUMED INTEREST RATE

Actual Age                       Your Actual Age
of Joint
Annuitant      50      55       60        65       70        75
50            $4.72   $4.81    $4.89     $4.96    $5.02    $5.06
55             4.81    4.94     5.06      5.16     5.25     5.32
60             4.89    5.06     5.23      5.39     5.54     5.66
65             4.96    5.16     5.39      5.63     5.86     6.06
70             5.02    5.25     5.54      5.86     6.19     6.52
75             5.06    5.32     5.66      6.06     6.52     7.00

            ANNUITY OPTION 5(b)--JOINT AND 100% SURVIVOR LIFE ANNUITY
                          WITH 120 PAYMENTS GUARANTEED
              FIRST MONTHLY PAYMENT USING 5% ASSUMED INTEREST RATE

Actual Age                                        Your Actual Age
of Joint
Annuitant      50       55       60       65       70       75
50            $4.72    $4.81    $4.89    $4.96    $5.01   $5.05
55             4.81     4.94     5.05     5.16     5.25    5.32
60             4.89     5.05     5.22     5.39     5.53    5.64
65             4.96     5.16     5.39     5.62     5.84    6.03
70             5.01     5.25     5.53     5.84     6.17    6.47
75             5.05     5.32     5.64     6.03     6.47    6.90

            ANNUITY OPTION 5(c)--JOINT AND 100% SURVIVOR LIFE ANNUITY
                          WITH 180 PAYMENTS GUARANTEED
              FIRST MONTHLY PAYMENT USING 5% ASSUMED INTEREST RATE

Actual Age                                        Your Actual Age
of Joint
Annuitant      50        55      60       65      70       75
50            $4.72     $4.81   $4.89    $4.95    $5.00   $5.04
55             4.81      4.93    5.05     5.15     5.23    5.29
60             4.89      5.05    5.21     5.37     5.50    5.60
65             4.95      5.15    5.37     5.59     5.79    5.95
70             5.00      5.23    5.50     5.79     6.07    6.31
75             5.04      5.29    5.60     5.95     6.31    6.64





                                     - 26 -

<PAGE>

                   ANNUITY OPTION 6--UNIT REFUND LIFE ANNUITY

                           FIRST MONTHLY PAYMENT USING
                            5% ASSUMED INTEREST RATE

                               Actual  First Monthly
                                  Age  Payment
                                   50 $5.03
                                   51  5.07
                                   52  5.12
                                   53  5.17
                                   54  5.23
                                   55  5.29
                                   56  5.35
                                   57  5.42
                                   58  5.49
                                   59  5.56
                                   60  5.64
                                   61  5.72
                                   62  5.80
                                   63  5.89
                                   64  5.99
                                   65  6.09
                                   66  6.19
                                   67  6.30
                                   68  6.42
                                   69  6.54
                                   70  6.67
                                   71  6.80
                                   72  6.94
                                   73  7.09
                                   74  7.25
                                   75  7.41

                                     - 27 -


<PAGE>
              STATEMENT OF ADDITIONAL INFORMATION TO THE PROSPECTUS
                                       FOR
                     TEMPLETON IMMEDIATE VARIABLE ANNUITIES

                                    ISSUED BY
              TEMPLETON IMMEDIATE VARIABLE ANNUITY SEPARATE ACCOUNT
                                       OF
                         TEMPLETON FUNDS ANNUITY COMPANY
                               700 Central Avenue
                       St. Petersburg, Florida 33701-3628



                           Dated _______________, 1996
























     This Statement of Additional  Information is not a prospectus.  It provides
information  which is supplemental  to that contained in the current  Prospectus
for Templeton Immediate Variable Annuities,  dated  ____________________,  1996.
This Statement should be read in conjunction  with the Prospectus,  which may be
obtained  by calling  (800)  774-5001,  or by writing  Templeton  Funds  Annuity
Company, P. O. Box 33030, St. Petersburg, FL 33733-8030.

<PAGE>

                                TABLE OF CONTENTS
                                                                           Page

Templeton Funds Annuity Company.........................................      1

Independent Accountants.................................................      1

   
Performance Information.................................................      1
    

Financial Information...................................................      1

Financial Statements--Templeton Funds Annuity Company...................      2

Financial Statements--Templeton Immediate Variable Annuity Separate Account  12



                         TEMPLETON FUNDS ANNUITY COMPANY

   
     Templeton Funds Annuity Company (the  "Company"),  the sponsor of Templeton
Immediate  Variable  Annuity  Separate  Account (the "Separate  Account"),  is a
Florida  insurance  company  which was  organized  on  January  25,  1984 and is
licensed to engage in the life  insurance  business  in Florida.  The Company is
underwriter  of  Contracts  pursuant  to  which  Templeton   Immediate  Variable
Annuities  are issued,  and is custodian of the assets of the Separate  Account.
The Company is wholly owned by Franklin Agency,  Inc. ("Franklin Agency") and is
located at 700 Central Avenue,  St.  Petersburg,  Florida  33701-3628.  Franklin
Agency is an affiliate of Franklin  Templeton  Distributors,  Inc.,  ("FTD"),  a
registered  broker-dealer  which serves as principal  underwriter for all of the
publicly-distributed  open- end  Templeton  Funds.  Franklin  Agency and FTD are
wholly-owned   subsidiaries  of  Franklin  Resources,   Inc.   ("Franklin"),   a
publicly-traded financial services company whose stock is listed on the New York
Stock  Exchange.  Franklin and its  affiliates  act as an investment  adviser to
several of the funds in the Franklin Templeton group of funds.
    

                             INDEPENDENT ACCOUNTANTS

     The firm of Coopers & Lybrand L.L.P.  serves as independent  accountant for
the Separate Account.

   
                             PERFORMANCE INFORMATION

     Performance information for the Separate Account, including yield and total
return, may appear in  advertisements,  reports,  and promotional  literature to
current or prospective Contractowners.

     Quotations  of  yield  for  the  Separate  Account  will  be  based  on all
investment  income per Annuity Unit earned  during a particular  30-day  period,
less expenses accrued during the period ("net

                                        1
<PAGE>

investment  income"),  and will be computed by dividing net investment income by
the value of the Annuity  Unit on the last day of the period,  according  to the
following formula: YIELD = 2[((a - b) / 1)6 - 1]
                                 cd

         where    a =   net investment income earned during the period by
                        the Fund attributable to shares owned by the
                        Separate Account,
                  b =   expenses accrued for the period (net of reimbursements),
                  c =   the average daily number of Annuity Units outstanding
                        during the period that were entitled to receive
                        dividends, and
                  d =   the maximum offering price per Annuity Unit on the last
                        day of the period.

     Quotations of average annual total return for the Separate  Account will be
expressed  in  terms  of the  average  annual  compounded  rate of  return  of a
hypothetical  investment in an Annuity over a period of one, five, and ten years
(or, if less, up to the life of the Separate  Account),  calculated  pursuant to
the following formula: P(1 + T)n = ERV (where P = a hypothetical initial payment
of $1,000, T = the average annual total return, n = the number of years, and ERV
= the ending  redeemable  value of a  hypothetical  $1,000  payment  made at the
beginning of the period).  All total return figures reflect the deduction of the
Mortality and Expense Risk Fee. Performance information for the Separate Account
may also be  advertised  based  on the  historical  performance  of the Fund for
periods beginning prior to the date the Separate Account  commenced  operations.
Any  such  performance  calculation  will be based  on the  assumption  that the
Separate  Account was in  existence  throughout  the stated  period and that the
contractual  charges and expenses of the Separate Account during the period were
equal to those currently assessed under the Contract. Quotations of total return
may  simultaneously be shown for the same or other periods that do not take into
account certain contractual charges.

     Performance  information  for the  Separate  Account  may be  compared,  in
reports and  promotional  literature,  to the  Standard & Poor's 500 Stock Index
("S&P 500"), the Dow Jones Industrial  Average  ("DJIA"),  or other indices that
measure  performance  of a pertinent  group of securities so that  investors may
compare  the  Separate  Account's  results  with those of a group of  securities
widely  regarded by investors as  representative  of the  securities  markets in
general  or  representative  of  a  particular  type  of  security.  Performance
information  may also be  compared  to (i)  other  groups  of  variable  annuity
separate  accounts or other  investment  products  tracked by Lipper  Analytical
Services,  a widely used independent  research firm which ranks mutual funds and
other investment companies by overall performance,  investment  objectives,  and
assets,  or tracked by other  services,  companies,  publications or persons who
rank such investment  companies on overall  performance or other  criteria;  and
(ii) the Consumer Price Index (measure for inflation) to assess the real rate of
return  from an  investment  in an  Annuity.  Unmanaged  indices  may assume the
reinvestment   of  dividends  but  generally  do  not  reflect   deductions  for
administrative and management costs and expenses.

     Performance   information  for  the  Separate  Account  reflects  only  the
performance of a hypothetical  Contract, the assets of which are invested in the
Fund,  during a  particular  time  period on which the  calculations  are based.
Performance information should be considered in light of the

                                        2
<PAGE>

investment objectives and policies of the Fund, and the market conditions during
the given time period,  and should not be considered as a representation of what
may be achieved in the future.

     Reports and  promotional  literature  may also  contain  other  information
including the ranking of the Separate  Account derived from rankings of variable
annuity  separate  accounts  or other  investment  products  tracked  by  Lipper
Analytical  Services or by other rating services,  companies,  publications,  or
other persons who rank separate accounts or other investment products on overall
performance or other criteria.

     For the  one-year  period ended  December  31, 1995,  and for the period of
December 31, 1991 (commencement of operations) to December 31, 1995, the average
annual total return of the Separate  Account,  reflecting  the deduction for the
Administration  Fee and the  Mortality  and  Expense  Risk Fee,  was  24.00% and
14.73%,  respectively.  The performance reflected does not take into account the
annual contract maintenance charge of $30.00.
    

                              FINANCIAL INFORMATION

     The  financial  statements  of the Company  included in this  Statement  of
Additional  Information  ("SAI")  should be  considered  only as  bearing on the
ability of the Company to meet its obligations under the Contracts.

                                        3
<PAGE>

   
TEMPLETON IMMEDIATE VARIABLE ANNUITY SEPARATE ACCOUNT
Statement of Assets and Liabilities
December 31, 1995



ASSETS
Investments in Templeton Variable Annuity
Fund, at value (cost $2,534,094)                        $2,850,241

Receivable From Templeton Funds Annuity
Company                                                      2,746

NET ASSETS                                              $2,852,987

Net assets attributable to annuitants --
Annuity reserves (Note 1)                               $2,852,987



STATEMENT OF OPERATIONS
Year ended December 31, 1995

Investment Income:
Income:
         Dividend distributions                            $27,780
         Capital gains distributions                       187,518
                  Total income                             215,298

EXPENSES:
         Periodic charge (Note 2)                           31,970

NET INVESTMENT INCOME                                      183,328

REALIZED AND UNREALIZED GAIN ON
INVESTMENTS:
         Net realized gain on investments                   55,113
         Unrealized appreciation
           of investments for the period                   331,054

Net gain on investments                                    386,167

NET INCREASE IN NET ASSETS FROM OPERATIONS                $569,495


<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS

                               YEAR ENDED                       YEAR ENDED
                            DECEMBER 31, 1995               DECEMBER 31, 1994

INCREASE IN NET ASSETS
FROM OPERATIONS:

Net investment income        $183,328                              $28,027

Net realized gain on
investments                    55,113                               30,910

Unrealized appreciation
(depreciation) of
investments for the           331,054                            (196,928)

Net increase (decrease)
in net assets from
operations                    569,495                            (137,991)


ANNUITY UNIT
TRANSACTIONS:

Proceeds from units sold
                               50,000                            1,612,975

Annuity payments            (283,752)                            (156,710)

Increase (decrease) in
annuity reserves for
mortality experience
(Note 1)                          958                                8,986

Net increase (decrease)
in net assets derived
from annuity unit
transactions                (232,794)                            1,465,251

Total increase in net
assets                        336,701                            1,327,260



NET ASSETS:

Beginning of year           2,516,286                            1,189,026

End of year                $2,852,987                           $2,516,286




SEE NOTES TO FINANCIAL STATEMENTS

<PAGE>

TEMPLETON IMMEDIATE VARIABLE ANNUITY SEPARATE ACCOUNT
Notes to Financial Statements

1.       SUMMARY OF ACCOUNTING POLICIES

The Templeton Immediate Variable Annuity Separate Account (the Separate Account)
was  established  on November 6, 1990 by resolution of the Board of Directors of
Templeton  Funds  Annuity  Company  (the  Company) and is  registered  under the
Investment  Company Act of 1940 as a unit investment trust. The Separate Account
is sold exclusively for use with the Templeton  Immediate Variable Annuity which
is designed to be used to  distribute  the benefits of tax  deferred  retirement
plans and to provide  annuity income from non-tax  qualified  accumulation.  The
Separate  Account invests all its assets in the Templeton  Variable Annuity Fund
(the  Fund).  The  following  is a summary of  significant  accounting  policies
followed by the Separate Account in the preparation of its financial statements.

A.       VALUATION OF SECURITIES:

Investment  in shares of the Fund are  carried  in the  Statement  of Assets and
Liabilities at net asset value (market value).

B.       DIVIDENDS:

Dividend  income and capital  gain  distributions  are recorded as income on the
ex-dividend date and reinvested in additional shares of the Fund.

C.       INCOME TAXES:

Operations of the Separate Account form a part of the Company, which is taxed as
a life  insurance  company  under the Internal  Revenue  Code (the Code).  Under
current  law, no federal  income  taxes are payable with respect to the Separate
Account.  Under the principles set forth in Internal  Revenue Service Ruling 81-
225 and  Section  817(h) of the Code and  regulations  thereunder,  the  Company
understands  that it will be  treated  as owner of the  assets  invested  in the
Separate Account for federal income tax purposes,  with the result that earnings
and  gains,  if any,  derived  from  those  assets  will not be  included  in an
Annuitant's gross income until amounts are received pursuant to an Annuity.

D.       ANNUITY RESERVES:

Annuity  reserves are computed  according to the 1983a Blended Unisex  Mortality
Table, with a 50% male/female  content. The assumed interest rate is 5%. Charges
to annuity  reserves for mortality  experience  are reimbursed to the Company if
the reserves required are less than originally estimated. If additional reserves
are required, the Company reimburses the Separate Account.


<PAGE>

2.       Periodic Charge

The Company assesses a Periodic Charge against the Separate Account, equal on an
annual basis to 1.2% of Separate  Account assets.  The Periodic  Charge,  in the
following  amounts,  compensates the Company for expenses of  administering  the
Separate  Account and for assuming the risks that mortality  experience  will be
lower  than the rate  assumed  and the  expenses  will be  greater  than what is
assumed:  0.6% to cover expense risk and 0.6% to cover the mortality  risk.  The
Periodic Charge is guaranteed as to Annuities issued prior to the effective date
of any change in the Periodic Charge.

3.       Investment Transactions

During  the year ended  December  31,  1995,  purchases  and sales of  Templeton
Variable  Annuity Fund shares  aggregated  $312,364  and $311,670  respectively.
Realized gains and losses are reported on an identified cost basis.

4.       Concentrations of Credit Risk

Financial   instruments  which  potentially  subject  the  Separate  Account  to
concentrations  of credit risk consist of investments in the Templeton  Variable
Annuity  Fund.  The Fund's  investment  securities  are managed by  professional
investment managers within established  guidelines.  As of December 31, 1995, in
management's opinion, the Separate Account had no significant  concentrations of
credit risk.

<PAGE>

TEMPLETON IMMEDIATE VARIABLE ANNUITY SEPARATE ACCOUNT
Report of Independent Accountants

The Participants of
Templeton Immediate Variable Annuity Separate Account

We have  audited  the  accompanying  statement  of  assets  and  liabilities  of
Templeton  Immediate  Variable Annuity Separate Account as of December 31, 1995,
and the  related  statement  of  operations  for the  year  then  ended  and the
statements  of changes in net assets for the years ended  December  31, 1995 and
1994.  These  financial  statements  are  the  responsibility  of  the  Separate
Accounts'  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities  owned at December 31, 1995, by  correspondence  with
the  Templeton  Variable  Annuity  Fund.  An audit also  includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of Templeton  Immediate Variable
Annuity  Separate  Account  as of  December  31,  1995,  and the  results of its
operations  for the year then  ended and the  changes  in its net assets for the
years ended  December 31, 1995 and 1994 in conformity  with  generally  accepted
accounting principles.

                                                     COOPERS & LYBRAND L.L.P.
Tampa, Florida
February 9, 1996
    
<PAGE>
   
COOPERS & LYBRAND




REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors
Templeton Funds Annuity Company
St. Petersburg, Florida

We have  audited the  accompanying  balance  sheets of Templeton  Funds  Annuity
Company as of December 31, 1995 and 1994, and the related  statements of income,
stockholder's  equity and cash  flows for each of the three  years in the period
ended December 31, 1995. These financial  statements are the  responsibility  of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Templeton Funds Annuity Company
as of December 31, 1995 and 1994, and the results of its operations and its cash
flows for each of the three years in the period  ended  December  31,  1995,  in
conformity with generally accepted accounting principles.

As discussed in Note 1, effective January 1, 1994, the Company adopted Statement
of Financial Accounting Standards No. 115, Accounting for Certain Investments in
Debt and Equity Securities.

                                          /s/ COOPERS & LYBRAND, L.L.P.


Tampa, Florida
February 9, 1996

<PAGE>

TEMPLETON FUNDS ANNUITY COMPANY
BALANCE SHEETS
December 31, 1995 and 1994


            ASSETS                      1995                          1994

Cash and investments:
  Cash and cash equivalents         $ 1,153,899                   $   447,200
  Investments in securities          13,244,216                    12,121,344

                                     14,398,115                    12,568,544

Receivables:
  Interest                              242,920                       244,639
  Due from affiliates                    16,485                         6,756
  Other                                 120,589                       123,058
Refundable income taxes                       0                        39,786
Other assets                            293,132                       159,730
Recoverable on future annuity
  benefits liability                  3,825,883                       225,282
Assets held in separate
  accounts                           14,114,938                    12,566,130

                                   $ 33,012,062                  $ 25,933,925

                      LIABILITIES AND
                    STOCKHOLDER'S EQUITY

Liabilities:
 Accounts payable and accrued
           expenses                $   281,656                   $   234,575
 Due to affiliates                     152,302                       133,459
 Income taxes payable                   59,635                             0
 Deferred income taxes
          payable                      540,000                        76,000
 Liability for future annuity
          benefits                   3,825,883                       225,282
 Liabilities related to
          separate accounts         14,114,938                    12,566,130
          Total liabilities         18,974,414                    13,235,446

Stockholder's equity:
 Common stock, par value $1
          per share; authorized
          and issued
          2,500,000 shares           2,500,000                     2,500,000
 Additional paid-in capital          5,976,970                     5,976,970
 Unrealized investment gains
          (losses), net                741,192                      (48,535)
 Retained earnings                   4,819,486                     4,270,044
          Total stockholder's       14,037,648                    12,698,479
          equity
                                  $ 33,012,062                  $ 25,933,925


The accompanying notes are an integral part of these financial statements.

<PAGE>

TEMPLETON FUNDS ANNUITY COMPANY
STATEMENTS OF INCOME
for the years ended December 31, 1995, 1994, and 1993
<TABLE>
<CAPTION>

                                                    1995                         1994                          1993
<S>                                          <C>                         <C>                          <C>
Revenue:

   Premiums and annuity
       considerations                        $ 3,905,740                   $2,383,931                   $ 1,408,228

   Business management fees                    1,393,325                    1,024,304                       584,766

   Interest and dividends                        894,563                      831,367                       806,120



                                              $6,193,628                   $4,239,602                    $2,799,114



Benefits and expenses:

   Salaries and other
       compensation costs                        707,290                      631,375                       393,894

   Annuity and death benefits                  1,820,940                    1,432,045                     1,231,016

   Increase in liability for
       future annuity benefits                 1,992,025                      777,619                        35,650

   Professional fees                             136,709                      213,521                       251,577

   Other                                         783,776                      578,203                       390,917


                                               5,440,740                    3,632,763                     2,303,054



Income before income taxes
and realized gains on sales of
investments                                      752,888                      606,839                      496,060


Realized gains on sales of
investments                                       65,475                      156,427                      499,435


Income before taxes                              818,363                      763,266                      995,495


Income taxes (credits)

   Current                                       303,921                      240,140                      395,836

   Deferred                                     (35,000)                      (46,000)                     (37,000)

                                                 268,921                      194,140                      358,836

             Net Income                          549,442                      569,126                      636,659

</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE>

TEMPLETON FUNDS ANNUITY COMPANY
STATEMENT OF STOCKHOLDER'S EQUITY
for the years ended December 31, 1995, 1994, and 1993
<TABLE>
<S>                                <C>            <C>                     <C>                <C>                   <C>
                                                                                               Unrealized
                                                                          Additional           Investment
                                         Common   Stock                     Paid-in              Gains              Retained
                                         Shares        Amount               Capital          (Losses), Net          Earnings

Balance, December
   31, 1992                         $ 2,500,000          $ 2,500,000         $ 5,976,970            $ 738,888         $ 3,064,259

Net income                                    0                    0                   0                    0             636,659

Increase in
   unrealized
   investment gains,
   net of deferred
   taxes of $127,000                          0                    0                   0              209,821                   0

Balance, December
   31, 1993                           2,500,000            2,500,000           5,976,970              948,709           3,700,918

Net income                                    0                    0                   0                    0             569,126

Increase in
   unrealized
   investment (losses)
   net of deferred
   taxes of $602,000                          0                    0                   0            (997,244)                   0

Balance, December
   31, 1994                           2,500,000            2,500,000           5,976,970             (48,535)           4,270,044

Net income                                    0                    0                   0                    0             549,442

Increase in
   unrealized
   investment gains,
   net of deferred
   taxes of $499,000                          0                    0                   0              789,727                   0

Balance, December
   31, 1995                           2,500,000            2,500,000           5,976,970            $ 741,192          $4,819,486

</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE>

TEMPLETON FUNDS ANNUITY COMPANY
STATEMENTS OF CASH FLOWS
for the years ended December 31, 1995, 1994 and 1993
<TABLE>
<S>                                                  <C>                  <C>                  <C>

                                                      1995                1994                 1993
Cash flows from operating activities:
   Net income                                           $ 549,422           $ 569,126            $ 636,659
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
   Realized gains on sales of
      investments                                        (65,475)           (156,427)            (499,435)
   Amortization of premium on
      investments                                          60,270              60,270               60,270
   Accretion of discount on
      investments                                        (78,183)            (52,704)             (25,897)
   Deferred income taxes                                 (35,000)            (46,000)             (37,000)
   Change in asset and liability
      accounts:
      Receivables                                         (5,541)            (36,483)             (51,286)
      Refundable income taxes                              39,786            (39,786)               67,000
      Accounts payable, accrues
         expenses and due to affiliates                    65,924             132,010               89,929
   Income taxes payable                                    59,635            (58,210)               58,210
      Net cash provided by operating                      590,858             371,796              298,450
      activities
Cash flows from investing activities:
   Purchases of investments                           (1,786,586)         (3,522,594)          (2,612,046)
   Proceeds on sales and maturities of
      investments                                       2,035,829           3,097,767            2,352,910
   Increase in other assets                             (133,402)            (80,423)             (23,358)
      Net cash provided by (used in)
      investing activities                                115,841           (505,250)            (282,494)
Net increase (decrease) in cash and
cash equivalents                                          706,699           (133,454)               15,956
Cash and cash equivalents:
   Beginning of year                                      447,200             580,654              564,698
   End of year                                        $ 1,153,899           $ 447,200             $580,654
Supplemental disclosure of cash flow information:
   Income taxes paid during the year                    $ 204,499           $ 338,136            $ 270,626

</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE>

TEMPLETON FUNDS ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS


1.       NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES:

NATURE OF BUSINESS - Templeton  Funds Annuity  Company (the Company) is a wholly
owned subsidiary of Templeton Global Investors,  Inc. (TGII).  Prior to December
1,  1993,  the  Company  was  a  wholly  owned  subsidiary  of  Templeton  Funds
Management,  Inc.  (TFM).  On December 1, 1993,  all of the Company's  stock was
transferred  to TGII by  dividend.  On  October  30,  1992,  as part of a merger
agreement between TGII's parent and Franklin  Resources,  Inc.  (Franklin),  the
stock of TGII was sold to  Franklin.  As a result  of the  merger,  the  Company
became an indirect  wholly owned  subsidiary  of  Franklin.  On January 1, 1996,
ownership of the Company was transferred to Franklin Agency, Inc.

The Company operates as a life insurance enterprise,  with its principal product
being variable annuity  contracts sold to participants  throughout the 39 states
and the District of Columbia  where it is licensed to do  business.  The Company
has established the Templeton Funds Retirement  Annuity Separate Account and the
Templeton  Immediate Variable Annuity Separate Account (the Separate  Accounts),
which  are  registered  with the  Securities  and  Exchange  Commission  as unit
investment  trusts.  The Separate  Accounts  constitute  separate records of the
Company's  fiduciary  responsibility  to fund its  liability  to  holders of the
variable annuity contracts.  Investment income, gains and losses of the separate
accounts are not reflected in the Company's financial statements. The Company is
also engaged in certain reinsurance activities as described in Note 4.

A summary of the Company's significant accounting policies follows:

BASIS OF PRESENTATION - The  accompanying  financial  statements are prepared in
accordance with generally accepted accounting  principles,  which differ in some
respects with accounting practices prescribed by the Insurance Department of the
State of Florida.  The more significant  differences are as follows:  (a) policy
reserves are not computed on "surplus  relief"  contracts  which do not transfer
substantial risk to the Company, (b) unrealized  investment gains and losses are
reported as a separate  component of stockholder's  equity,  (c) deferred income
taxes are recognized, and (d) deferral of policy acquisition costs.

The preparation of financial  statements in conformity  with generally  accepted
accounting  principles  requires the Company to use  estimates  and  assumptions
based on analytical methods in determining deferred acquisition costs,  deferred
income  taxes,  liabilities  for future  annuity  benefits,  and  various  other
accruals. Actual results could differ from those estimates.

STATEMENTS OF CASH FLOWS - For purposes of statement of cash flows,  the Company
considers  all debt  instruments  which have a maturity of three  months or less
from the date of purchase and other highly liquid  investments which are readily
convertible  into cash to be cash  equivalents.  Cash  equivalents are stated at
cost, which approximates value.

VALUATION OF  SECURITIES - Effective  January 1, 1994,  the Company  adopted the
provisions  of  Statement of Financial  Accounting  Standards  No. 115 (SFAS No.
115),  Accounting for Certain  Investments in Debt and Equity  Securities,  that
addresses the  accounting  and reporting for  investments  in marketable  equity
securities  and for all  investments in debt  securities.  SFAS No. 115 requires
investments in debt and marketable  equity  securities to be classified in three
categories and accounted for as follows: held to maturity (recorded at amortized
cost),  available  for sale  (recorded at fair value with  unrealized  gains and
losses reported as a separate  component of stockholder's  equity),  and trading
securities  (recorded at fair value with unrealized gains and losses included in
earnings). As investments in securities were previously stated at value and were

<PAGE>

deemed to be available for sale, there was no cumulative effect of adopting SFAS
No. 115. The cost of investments sold is determined by specific identification.

SEPARATE  ACCOUNTS - The assets of the  Separate  Accounts  are stated at market
value  and are not  subject  to claims  which  may  arise out of other  business
activities of the Company.  Investment  income and  investment  gains and losses
related to the assets of the Separate  Accounts  accrue directly to the contract
holders.

Annuity  reserves  held in the Separate  Accounts are computed  according to the
1983a Blended Unisex Mortality Table with a 50% male/female content. The assumed
interest rates are 9%, 7%, 5%, and 3%. Changes to annuity reserves for mortality
experience are reimbursed to the Company if the reserves  required are less than
originally  estimated.   If  additional  reserves  are  required,   the  Company
reimburses the Separate Accounts.

RECOVERABLE ON FUTURE ANNUITY BENEFITS  LIABILITY - This recoverable  represents
assets held by the ceding  insurance  company  for  holders of variable  annuity
contracts issued under a modified coinsurance agreement described in Note 4.

DEFERRED  POLICY  ACQUISITION  COSTS - The  costs  of  acquiring  new  business,
principally first-year commissions,  have been deferred. These acquisition costs
are being  amortized in proportion to the present value of expected future gross
profits.  Unamortized deferred  acquisition costs of approximately  $239,000 and
$117,000   are  included  in  other  assets  at  December  31,  1995  and  1994,
respectively.

LIABILITY  FOR FUTURE  ANNUITY  BENEFITS  - The  liability  for  future  annuity
benefits  represents  annuity  reserves the Company has assumed under a modified
coinsurance  agreement  described  in  Note 4.  Annuity  reserves  are  computed
according to the 1983a Blended  Unisex  Mortality  Table with a 50%  male/female
content. The assumed interest rates are 5% and 3%.

REVENUES - Premiums and annuity considerations are recognized when due. Business
management fees are recorded as revenue when earned.  Interest and dividends are
recognized on the accrual basis.

INCOME TAXES - Deferred income taxes are provided on temporary differences which
represent the differences  between the tax bases of unrealized  investment gains
and losses,  and death and surrender  benefits and reserves for policy  benefits
and the amounts at which these items are  reported in the  financial  statements
using the enacted marginal tax rate.  Deferred income tax expense or credits are
based on changes in the asset or liability  from period to period.  Deferred tax
amounts are adjusted to reflect changes in tax rates or other  provisions of tax
law in the period in which a new tax law is enacted.

RECLASSIFICATION  - Certain  amounts in the 1993 and 1994  financial  statements
have been reclassified to conform with the presentation adopted in 1995.

<PAGE>

2. INVESTMENTS IN SECURITIES:

Investments  in securities  available for sale at December 31, 1995 and 1994 are
as follows:
<TABLE>
<S>                                          <C>                  <C>                  <C>                  <C>

                                                                     1995
                                              Amortized              Gross               Gross              Estimated
                                                 Cost             Unrealized           Unrealized            Market
                                                                     Gains               Losses               Value
U.S. Treasury securities                          $7,472,066          $1,202,345                  $ 0          $8,674,411
Convertible debentures                             3,312,409             132,281              138,190           3,306,500
Municipal bonds                                    1,248,549              14,756                    0           1,263,305
                                                 $12,033,024          $1,349,382           $  138,190         $13,244,216


                                                                     1994
                                              Amortized              Gross               Gross              Estimated
                                                 Cost             Unrealized           Unrealized            Market
                                                                     Gains               Losses               Value
U.S. Treasury securities                          $7,533,934          $  402,127           $  128,397          $7,807,664
Convertible debentures                             3,416,948              30,005              329,828           3,117,125
Municipal bonds                                    1,247,997                   0               51,442           1,196,555
                                                 $12,198,879          $  432,132           $  509,667         $12,121,344

</TABLE>

     The  cost  and  market  value  of  investments  at  December  31,  1995  by
contractual  maturity  are shown  below.  Expected  maturities  will differ from
contractual  maturities  because  borrowers may have the right to call or prepay
certain of these obligations.

                                            Amortized              Market
                                               Cost                Value
Due in one year or less                 $     995,778       $     995,778
Due after one year through five years       4,648,092           4,880,234
Due after five years through ten years      2,351,506           2,484,220
Due after ten years                         4,037,648           4,883,984
                                        $  12,033,024                   $
                                                               13,244,216


Gross realized  investment  gains were $71,277,  $173,802 and $508,922 and gross
realized  investment  losses were $6,633,  $17,375 and $9,487 for 1995, 1994 and
1993, respectively.

At December 31, 1995 and 1994,  securities with a market value of $4,038,333 and
$4,858,214  have  been  pledged  as  collateral  in  connection  with  the  bulk
reinsurance  contract  referred to in Notes 1 and 4 and in accordance with state
insurance laws for the protection of the Company's policyholders and creditors.

3.       RELATED PARTY TRANSACTIONS:

The Company provides  business  management  services to certain Templeton mutual
funds.  Total business  management  fee revenue for these  services  amounted to
$1,393,325,  $1,024,304,  and $584,766 in 1995,  1994,  and 1993,  respectively.
Expenses  related to business  management  services  provided by TFM and TGII of
$297,680,  $216,664,  and $120,833 in 1995,  1994, and 1993,  respectively,  are
included in other expenses in the accompanying financial statements.

The Company  shares  office  space,  personnel  and other common  administrative
expenses with its

<PAGE>

parent  and  affiliated  companies.  Rent is  allocated  on the  basis of square
footage utilized;  administrative and shared expenses are allocated on the basis
of the number of  employees.  Total rental and  administrative  cost amounted to
$114,208, $54,693 and $21,399 in 1995, 1994 and 1993, respectively.

The Company also provides group term life insurance coverage on the employees of
certain affiliated  companies.  The Company reinsures a portion of its risk with
another  company.  Net  premiums  from group  term life  insurance  amounted  to
$63,118, $44,997 and $35,172 in 1995, 1994 and 1993, respectively.

4.       REINSURANCE:

The Company has assumed a portion of risk  associated  with specified  insurance
policies written by the ceding company under a bulk reinsurance agreement, which
is in substance a surplus relief contract.  The Company has retroceded a portion
of its assumed  risk,  and has  structured  the  agreement  so that its net risk
decreases  annually to zero over a ten-year  period.  The Company has determined
that its risk of material  loss under the bulk  reinsurance  agreement is remote
and,  accordingly,  accounts for the  contracts as  financing  transactions  and
provides no reserves.

Effective  July  1,  1994,  the  Company  entered  into a  modified  coinsurance
agreement,  whereby  the  Company  assumes a 50% quota  share of single  premium
immediate variable annuity contracts issued by the ceding company.

The  Company  has also  ceded a portion  of its risk  related to group term life
insurance coverage provided to employees of certain affiliated companies.

An analysis  of the impact of  reinsurance  on the  Company's  operations  is as
follows:

                                      1995          1994          1993

Direct premiums and annuity
considerations                      $  576,926    $2,187,478   $1,431,413

Assumed premiums and annuity
considerations                       3,368,921       227,585            0

Ceded reinsurance premiums and
annuity considerations
                                      (40,107)      (31,132)     (23,185)

Premiums and annuity considerations
                                    $3,905,740    $2,383,931   $1,408,228



The  Company  is  contingently  liable  for  reinsurance  ceded  to  reinsurance
companies  in the  event  such  reinsurance  companies  are  unable to pay their
portion of the claims.  The Company  evaluates  the  financial  condition of its
reinsurers  and  monitors  concentrations  of credit risk  arising  from similar
geographic regions, activities or economic characteristics of the reinsurance to
minimize exposure to significant losses from reinsurer insolvencies. At December
31, 1995,  the Company does not believe there to be a significant  concentration
of credit risk related to its reinsurance program.

<PAGE>

5.       EMPLOYEE RETIREMENT PLAN:

The  Company's  parent  has a  defined  contribution  retirement  plan  covering
substantially all of the Company's employees.  The Company's contribution to the
plan for the years ended December 31, 1995,  1994 and 1993 was $65,070,  $83,632
and $42,935, respectively.

6.       INCOME TAXES:

The  provisions  for federal and state income taxes for the years ended December
31, 1995, 1994 and 1993 are as follows:


                       1995               1994                1993

Federal            $  232,441         $  154,240          $  307,472

State                  36,480             39,900              51,364

                   $  268,921         $  194,140          $  358,836



Income tax expense is less than the expected  statutory  rate due to the benefit
of Alternative Minimum Tax credits and tax-exempt interest.

Deferred income tax credits reflected in the statement of income arise primarily
from death and surrender  benefits,  and the net decrease in reserves  under the
reinsurance and retrocession agreements.

At December 31, 1995 and 1994, the tax effects of temporary differences resulted
in net deferred tax payables of $540,000 and $76,000, respectively,  computed as
follows:


                                                      1995           1994

Reserves under reinsurance and
      retrocession agreements,
      net of death and surrender
      benefits                                    $   79,000     $  113,000

Unrealized gains and (losses) on investments
                                                     470,000        (29,000)

Deferred bonuses                                     (9,000)         (8,000)

                                                  $  540,000     $   76,000



7.       STATUTORY FINANCIAL INFORMATION:

The consolidated  financial  statements of the Company included herein have been
prepared in conformity with generally accepted accounting principles (GAAP). The
company separately  reports to the Insurance  Department of the State of Florida
on the basis of statutory accounting practices. <PAGE>

A reconciliation  between  consolidated GAAP stockholder's  equity and statutory
capital and surplus of the Company follows:

                                             1995          1994


Stockholder's equity (GAAP)            $ 14,037,648   $ 12,698,479

Less certain asset exclusions:
      Deferred policy acquisition
        costs                             (239,032)      (116,891)
      Prepaid expenses                     (54,100)       (42,839)
                                          (293,132)      (159,730)

Statutory investment reserves             (345,980)      (310,015)
GAAP accounting rules:
      Income taxes (FAS 109)                540,000         76,000
      Reinsurance (FAS 113)               (199,250)      (298,885)
      Investments (FAS 115)             (1,211,192)         77,535
Other                                       (7,190)        (6,782)

Statutory capital and surplus           $12,520,904    $12,076,602



Results of the Company's operations for the years ended December 31, 1995, 1994,
and 1993 reconciled to a statutory basis are as follows:


                                      1995           1994           1993

GAAP net income                     $549,442       $569,126       $636,659

Deferred policy acquisition costs
                                   (122,141)       (82,975)       (24,082)

Statutory investment reserves
                                    (23,180)       (14,572)      (238,338)

GAAP accounting rules:

         Income taxes (FAS 109)     (35,000)       (46,000)       (37,000)
         Reinsurance (FAS 113)        99,633         99,614         89,808

Other                                  (407)         11,301         24,903

Statutory net income                $468,347       $536,494       $451,950



Payments of cash  dividends  are subject to  restrictions  relating to statutory
surplus  and are  limited  to an  amount  equal to or less than the  greater  of
statutory net operating  profits or realized  capital gains for the  immediately
preceding calendar year, among other restrictions.

8.       CONCENTRATIONS OF CREDIT RISK:

Financial  instruments which potentially subject the Company to concentration of
credit risk consist  primarily of cash and cash equivalents and separate account
assets.  The  Company  maintains  its  cash and cash  equivalents  with  what it
believes to be high credit quality financial institutions.

Separate account assets principally consist of investments in Templeton Variable
Annuity  Fund,  an open-end  diversified  management  investment  company  whose
investments are managed by professional  investment  managers within established
guidelines.  As of December 31, 1995, in management's opinion the Company has no
concentration of credit risk.
    






<PAGE>

                                     PART C

                                OTHER INFORMATION

Item 24.               Financial Statements and Exhibits

         (a)      Financial Statements

         Contained in Part B:

                  Templeton Immediate Variable Annuity Separate
                  Account of Templeton Funds Annuity Company

                  Report of Independent Accountants
                  Statement of Assets and Liabilities
                  Statement of Operations
                  Statements of Changes in Net Assets
                  Notes to Financial Statements

                  Templeton Funds Annuity Company

                  Report of Independent Accountants
                  Balance Sheets
                  Statements of Income
                  Statements of Stockholders' Equity
                  Statements of Cash Flows
                  Notes to Financial Statements

         (b)      Exhibits

                  (10)     Consent of Independent Public Accountants
                  (14)     Financial Data Schedule

     All other relevant exhibits have been previously filed and are incorporated
by reference.*

     --------------------
     * For other exhibits,  reference is made to the  Registrant's  Registration
Statement  filed on November 16, 1990 and  Pre-Effective  Amendment No. 2 to the
Registration Statement filed on April 29, 1991.

                                        1
<PAGE>

Item 25.            Directors and Executive Officers of the Depositor

     Name and Principal                               Positions and Offices
      Business Address                                    With Depositor

Gordon W. Campbell                                    Director, Vice Chairman
425 22nd Avenue, North
St. Petersburg, Florida  33709

Richard P. Austin                                     Director, President, and
700 Central Avenue                                    Chief Executive Officer
St. Petersburg, Florida  33701-3628

Thomas M. Mistele                                     Director, Executive Vice
700 Central Avenue                                    President, Secretary,
St. Petersburg, Florida  33701-3628                   and General Counsel

Louie N. Adcock, Jr.                                  Director
Fisher & Sauls, P.A.
100 Second Avenue South
Suite 700, City Center
St. Petersburg, Florida  33701

Thomas A. Watson                                      Director
4989 62nd Avenue South
St. Petersburg, Florida  33715

Martin L. Flanagan                                    Director, Treasurer
777 Mariners Island Blvd.
San Mateo, California  94404-1585

Thomas C. Banzhof                                     Director, Chairman
777 Mariners Island Blvd.
San Mateo, California 94404-1585

David J. Tobin                                        Senior Vice President,
700 Central Avenue                                    Chief Operations Officer
St. Petersburg, Florida 33701-3628

                                        2
<PAGE>

Item 26.     Persons Controlled By or Under Common Control with the Depositor or
             Registrant

Reference is made to the section  entitled  "Templeton Funds Annuity Company" in
Part B of this Registration Statement.


Item 27.     Number of Contractholders

   
As of April 22, 1996, the Registrant had 33 contractowners.
    

Item 28.     Indemnification

Article VIII of the Articles of Incorporation of Securities Fund Annuities, Inc.
(now Templeton Funds Annuity Company) provides:

"This corporation  shall indemnify any incorporator,  director or officer to the
full extent permitted by law."

Insofar as  indemnification  for liability  arising under the  Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing provision, or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is  against  public  policy  as  expressed  in the  Act  and is
therefore  unenforceable.  In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and the Registrant  will be governed by the final
adjudication of such issue.

Item 29.     Principal Underwriters


   
(a)  Franklin Templeton Distributors, Inc. also acts as principal underwriter of
     shares of the following investment companies:


             AGE High Income Fund, Inc.
             Franklin Balance Sheet Investment Fund
             Franklin California Tax-Free Income Fund, Inc.
             Franklin California Tax-Free Trust
             Franklin Custodian Funds, Inc.
             Franklin Equity Fund
             Franklin Federal Money Fund

                                        3
<PAGE>

             Franklin  Federal  Tax-Free Income Fund Franklin Gold Fund Franklin
             Investors  Securities  Trust Franklin  Managed Trust Franklin Money
             Fund Franklin Municipal Securities Trust Franklin New York Tax-Free
             Income Fund  Franklin  New York  Tax-Free  Trust  Franklin  Premier
             Return  Fund  Franklin  Real  Estate   Securities   Trust  Franklin
             Strategic Series Franklin Tax-Advantaged High Yield Securities Fund
             Franklin Tax-Advantaged International Bond Fund
             Franklin Tax-Advantaged U.S. Government Securities Fund
             Franklin Tax Exempt Money Fund
             Franklin Tax-Free Trust
             Franklin Templeton Global Trust
             Franklin Templeton International Trust
             Franklin Templeton Japan Fund
             Franklin Templeton Money Fund Trust
             Franklin Value Investors Trust
             Institutional Fiduciary Trust

             Templeton Capital Accumulator Fund, Inc.
             Templeton Developing Markets Trust
             Templeton Funds, Inc.
             Templeton Global Investment Trust
             Templeton Global Opportunities Trust
             Templeton Growth Fund, Inc.
             Templeton Income Trust
             Templeton Institutional Funds, Inc.
             Templeton Global Real Estate Securities Fund
             Templeton Global Smaller Companies Fund, Inc.
             Templeton Variable Annuity Fund
             Templeton Variable Products Series Fund
    
(b)  The directors and executive  officers of Franklin  Templeton  Distributors,
     Inc.,  located at 700  Central  Avenue,  P.O.  Box 33030,  St.  Petersburg,
     Florida  33733 and 777 Mariners  Island  Boulevard,  San Mateo,  California
     94404, are as follows:


                                        4
<PAGE>

                  Name                            Position with Underwriter

                  Charles B. Johnson              Chairman of the Board

                  Gregory E. Johnson              President

                  Rupert H. Johnson, Jr.          Executive Vice President and
                                                  Director

                  Harmon E. Burns                 Executive Vice President and
                                                  Director

                  Edward V. McVey                 Senior Vice President

                  Kenneth V. Domingues            Senior Vice President

                  William J. Lippman              Senior Vice President

                  Deborah R. Gatzek               Senior Vice President and
                                                  Assistant Secretary

                  Richard C. Stoker               Senior Vice President

                  Charles E. Johnson              Senior Vice President

                  Peter Jones                     Senior Vice President

                  James K. Blinn                  Vice President

                  Richard O. Conboy               Vice President

                  Jimmy A. Escobedo               Vice President

                  Bert W. Feuss                   Vice President

                  Loretta Fry                     Vice President

                  Robert N. Geppner               Vice President

                  Mike Hackett                    Vice President

                  Phillip J. Kearns               Vice President

                  Ken Leder                       Vice President


                                        5
<PAGE>

                  Jack Lemein                     Vice President

                  John R. McGee                   Vice President

                  Thomas M. Mistele               Vice President

                  H. G. (Toby) Mumford            Vice President

                  Vivian J. Palmieri              Vice President

                  Kent P. Strazza                 Vice President

                  Kenneth A. Lewis                Treasurer

                  Leslie M. Kratter               Secretary

Reference is made to "Sales of Variable Annuity Contracts" in the Prospectus.

Item 30.          Location of Accounts and Records

Registrant's  accounts and records are  maintained  by Templeton  Funds  Annuity
Company, 700 Central Avenue, St. Petersburg, Florida 33701-3628.


Item 31.          Management Related Services

N/A

Item 32.          Undertakings

(a)  Registrant   undertakes  to  file  a   post-effective   amendment  to  this
     Registration  Statement  as  frequently  as is necessary to ensure that the
     audited financial  statements in the Registration  Statement are never more
     than 16  months  old for so long as  payments  under the  variable  annuity
     contracts may be accepted.


(b)  Registrant  undertakes to include either (1) as part of any  application or
     enrollment form for the purchase of an Annuity offered by the Prospectus, a
     space that an  applicant  can check to request a  Statement  of  Additional
     Information, or (2) a post card or similar written communication affixed to
     or included in the  Prospectus  that an applicant  can remove to send for a
     Statement of Additional Information.


                                        6
<PAGE>

(c)  Registrant  undertakes to deliver any  Statement of Additional  Information
     and any financial  statements required to be made available under this Form
     N-4 promptly upon written or oral request.

                                    * * * * *

Registrant  hereby represents that it is relying on the American Council of Life
Insurance  (p.a.d.  November 28, 1988) no-action letter and that it is complying
with the  provisions of paragraph (1) - (4) of the response  letter with respect
to the contracts offered pursuant to this Registration Statement.

                                        7
<PAGE>

                                   SIGNATURES

     Pursuant  to  the  requirements  of the  Securities  Act of  1933  and  the
Investment   Company  Act  of  1940,   the   Registrant  has  duly  caused  this
Post-Effective Amendment No. 5 to the Registration Statement to be signed on its
behalf  by the  undersigned,  thereunto  duly  authorized,  in the  city  of St.
Petersburg in the state of Florida on the 28th day of June, 1996.


              TEMPLETON IMMEDIATE VARIABLE ANNUITY SEPARATE ACCOUNT
                                  (Registrant)

                       By: TEMPLETON FUNDS ANNUITY COMPANY
                                   (Depositor)

                                  By:
                                       /s/ Richard P. Austin
                                       President



ATTEST:


       /s/ Thomas M. Mistele
 Thomas M. Mistele
 Executive Vice President,
 Secretary and General Counsel

                                        8
<PAGE>

   
     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Post-Effective  Amendment  No. 5 to the  Registration  Statement has been signed
below by the following persons in the capacities and on the dates indicated:
<TABLE>
<S>                              <C>                      <C>
Signature                        Title                    Date

                                 Director and                June 28, 1996
Gordon W. Campbell*              Chairman

                                 Director and                June 28, 1996
Richard P. Austin*               President

  /s/ Thomas M. Mistele          Director, Executive Vice    June 28, 1996
Thomas M. Mistele                President, Secretary and
                                 General Counsel

                                 Director                    June 28, 1996
Louie N. Adcock, Jr.*

                                 Director                    June 28, 1996
Thomas A. Watson*

                                 Director and                June 28, 1996
Martin L. Flanagan*              Treasurer

                                 Director                    June 28, 1996
Thomas C. Banzhof*

                                 Senior Vice President and   June 28, 1996
David J. Tobin*                  Chief Operating Officer

</TABLE>


*By:   /s/ Thomas M. Mistele
    Thomas M. Mistele
    as attorney-in-fact
    

     *Powers  of  Attorney  contained  in the  Registration  Statement  filed on
November  6,  1990,  the  Post-Effective  Amendment  No.  1 to the  Registration
Statement filed on May 1, 1992, and the Post-  Effective  Amendment No. 3 to the
Registration Statement filed on April 29, 1994.

                                        9

<PAGE>

                                  EXHIBIT INDEX


Exhibit No.                         Description of Exhibit

24(b)(10)                           Consent of Independent Public Accountants

24(b)(14)                           Financial Data Schedule



[LOGO]
                            Coopers & Lybrand L.L.P.
                          a professional services firm


                       CONSENT OF INDEPENDENT ACCOUNTANTS

We  consent  to  the  inclusion  in  Post-Effective   Amendment  No.  5  to  the
Registration  Statement of the Templeton  Immediate  Variable  Annuity  Separate
Account on Form N-4  (Registration  Nos.  33-37846 and  811-6230) of our reports
dated  February  9,  1996,  on our  audits of the  financial  statements  of the
Templeton Immediate Variable Annuity Separate Account,  which report is included
in the Annual Report to Contract Owners of the Templeton  Variable  Annuity Fund
for the year ended  December 31, 1995, and the Templeton  Funds Annuity  Company
for the years  ended  December  31,  1995 and 1994,  which are  included  in the
Post-Effective Amendment to the Registration Statement.


                                        /s/ Coopers & Lybrand L.L.P.

June 26, 1996
Jacksonville, Florida













Coopers & Lybrand  L.L.P.,  a registered  limited  liability  partnership,  is a
member firm of Coopers & Lybrand (International).


<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
The schedule contains summary financial information extracted from the
Templeton Immediate Variable Annuity Separate Account December 31, 1995 annual 
report and is qualified in its entirety by reference to such financial 
statements.
</LEGEND>

       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                          2534094
<INVESTMENTS-AT-VALUE>                         2850241
<RECEIVABLES>                                     2746
<ASSETS-OTHER>                                       0 
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 2852987
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                   2852987
<DIVIDEND-INCOME>                               215198
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   31970
<NET-INVESTMENT-INCOME>                         183328
<REALIZED-GAINS-CURRENT>                         55113
<APPREC-INCREASE-CURRENT>                       331054
<NET-CHANGE-FROM-OPS>                           569495
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0 
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         163713
<NUMBER-OF-SHARES-REDEEMED>                      38409
<SHARES-REINVESTED>                              12923
<NET-CHANGE-IN-ASSETS>                          336701
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  31970
<AVERAGE-NET-ASSETS>                           2684637
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                   1.19
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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