FRANKLIN STRATEGIC SERIES
497, 1998-07-31
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o199 STKP2

                         SUPPLEMENT DATED AUGUST 3, 1998
                              TO THE PROSPECTUS OF

                        FRANKLIN GLOBAL HEALTH CARE FUND
                             DATED SEPTEMBER 1, 1997

The prospectus is amended as follows:

I. The section "Expense Summary" is replaced in its entirety with the following:

 EXPENSE SUMMARY

 This table is designed to help you  understand  the costs of  investing  in the
 Fund. It is based on the historical  expenses of each class for the fiscal year
 ended April 30, 1997. The Class II expenses are  annualized.  The Fund's actual
 expenses may vary.

                                                              CLASS I  CLASS II
- --------------------------------------------------------------------------------

 A. SHAREHOLDER TRANSACTION EXPENSES+

    Maximum Sales Charge (as a percentage of Offering Price)  5.75%     1.99%
    Paid at time of purchase ...............................  5.75%++   1.00%+++
    Paid at redemption++++ .................................  None      0.99%

 B. ANNUAL FUND OPERATING EXPENSES
    (AS A PERCENTAGE OF AVERAGE NET ASSETS)
    Management Fees ......................................... 0.58%     0.58%
    Rule 12b-1 Fees ......................................... 0.22%*    1.00%*
    Other Expenses .......................................... 0.34%     0.34%
                                                              --------------
    Total Fund Operating Expenses ........................... 1.14%     1.92%
                                                              ==============
 C. EXAMPLE

 Assume  the  annual  return for each  class is 5%,  operating  expenses  are as
 described  above,  and you sell your  shares  after the number of years  shown.
 These are the projected expenses for each $1,000 that you invest in the Fund.

                                           1 YEAR  3 YEARS  5 YEARS  10 YEARS
- -----------------------------------------------------------------------------
    CLASS I ............................    $68**    $92     $117     $188
    CLASS II ...........................    $49      $79     $122     $240

 For the same Class II  investment,  you would pay projected  expenses of $39 if
 you did not sell  your  shares  at the end of the first  year.  Your  projected
 expenses for the remaining periods would be the same.

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

+If your  transaction is processed  through your Securities  Dealer,  you may be
charged a fee by your Securities Dealer for this service.
++There is no front-end sales charge if you invest $1 million or more in Class I
shares.
+++Although  Class II has a lower  front-end sales charge than Class I, its Rule
12b-1 fees are  higher.  Over time you may pay more for Class II shares.  Please
see "How Do I Buy Shares? - Choosing a Share Class."
++++AContingent  Deferred Sales Charge may apply to any Class II purchase if you
sell the shares  within 18 months and to Class I purchases of $1 million or more
if you sell the shares within one year. A Contingent  Deferred  Sales Charge may
also apply to purchases by certain  retirement plans that qualify to buy Class I
shares  without a front-end  sales charge.  The charge is 1% of the value of the
shares sold or the Net Asset Value at the time of  purchase,  whichever is less.
The number in the table  shows the charge as a  percentage  of  Offering  Price.
While the percentage is different depending on whether the charge is shown based
on the Net Asset Value or the Offering Price, the dollar amount you would pay is
the same.  See "How Do I Sell Shares?  - Contingent  Deferred  Sales Charge" for
details.
*The Rule 12b-1 fees for Class II are annualized. The actual Rule 12b-1 fees for
Class II for the period  ended April 30,  1997,  were 0.67%.  These fees may not
exceed  0.25% for Class I and 1.00% for Class II. The  combination  of front-end
sales charges and Rule 12b-1 fees could cause long-term shareholders to pay more
than the economic  equivalent of the maximum  front-end  sales charge  permitted
under the NASD's rules.
**Assumes a Contingent Deferred Sales Charge will not apply.

II. The section  "How Do I Buy  Shares?" is  replaced in its  entirety  with the
following:

 HOW DO I BUY SHARES?

 OPENING YOUR ACCOUNT

 To open your account,  please follow the steps below.  This will help avoid any
 delays in processing  your request.  Please keep in mind that the Fund does not
 currently allow investments by Market Timers.

 1. Read this prospectus carefully.

 2. Determine how much you would like to invest.  The Fund's minimum investments
 are:

    o To open a regular, non-retirement account ..................... $1,000
    o To open an IRA, IRA Rollover, Roth IRA, or Education IRA ...... $  250*
    o To open a custodial account for a minor (an UGMA/UTMA account)  $  100
    o To open an account with an automatic investment plan .......... $   50**
    o To add to an account .......................................... $   50***

    *For all other retirement accounts, there is no minimum investment 
    requirement.
    **$25 for an Education IRA.
    ***For all  retirement  accounts  except  IRAs,  IRA  Rollovers,  Roth IRAs,
    or Education IRAs, there is no minimum to add to an account.

    We reserve  the right to change the  amount of these  minimums  from time to
    time or to waive or lower  these  minimums  for certain  purchases.  We also
    reserve the right to refuse any order to buy shares.

 3. Carefully complete and sign the enclosed shareholder application,  including
 the optional  shareholder  privileges  section. By applying for privileges now,
 you can  avoid  the delay  and  inconvenience  of having to send an  additional
 application to add privileges later. PLEASE ALSO INDICATE WHICH CLASS OF SHARES
 YOU WANT TO BUY. IF YOU DO NOT SPECIFY A CLASS,  WE WILL  AUTOMATICALLY  INVEST
 YOUR  PURCHASE  IN CLASS I SHARES.  It is  important  that we  receive a signed
 application  since we will not be able to  process  any  redemptions  from your
 account until we receive your signed application.

 4. Make your investment using the table below.

 METHOD         STEPS TO FOLLOW
- ---------------------------------------------------------------------------

 BY MAIL        For an initial investment:

                   Return the  application to the Fund with your check made
                   payable to the Fund.

                For additional investments:

                   Send a check made  payable to the Fund.  Please  include
                   your account number on the check.
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
 BY WIRE        1. Call Shareholder  Services or, if that number is busy, call
                   1-650/312-2000  collect,  to receive a wire control  number
                   and wire  instructions.  You need a new wire control number
                   every time you wire money into your account.  If you do not
                   have a currently  effective  wire control  number,  we will
                   return  the money to the bank,  and we will not  credit the
                   purchase to your account.

                2. For an  initial  investment  you must also  return  your
                   signed shareholder application to the Fund.

                IMPORTANT  DEADLINES:  If we receive  your call before 1:00
                p.m. Pacific time and the bank receives the wired funds and
                reports the receipt of wired funds to the Fund by 3:00 p.m.
                Pacific  time,  we will credit the purchase to your account
                that day.  If we receive  your call after 1:00 p.m.  or the
                bank  receives the wire after 3:00 p.m., we will credit the
                purchase to your account the following business day.

- ----------------------------------------------------------------------------
 THROUGH YOUR DEALER Call your investment representative
- ----------------------------------------------------------------------------

 CHOOSING A SHARE CLASS

 Each class has its own sales  charge and  expense  structure,  allowing  you to
 choose the class that best meets your situation. The class that may be best for
 you depends on a number of factors, including the amount and length of time you
 expect  to  invest.  Generally,  Class  I  shares  may be more  attractive  for
 long-term investors or investors who qualify to buy Class I shares at a reduced
 sales charge. Your financial representative can help you decide.

 CLASS I                                    CLASS II
- --------------------------------------------------------------------------------

o Higher front-end sales charges               o Lower front-end sales chages
  than Class II shares.                          than Class I shares

 There are several ways to reduce these charges,
 as described below.
 There is no front-end sales                   o Contingent Deferred Sales
 charge for purchases of $1 million or more.*    Charge on purchases
 charge for purchases of $1 million or more.*    sold within 18 months

o Contingent Deferred Sales Charge
  on purchases of $1 million or more sold      o Higher annual expenses than
  within one year                                Class I shares

o Lower annual expenses than Class II shares

 *If you are investing $1 million or more, it is generally  more  beneficial for
 you to buy Class I shares  because  there is no front-end  sales charge and the
 annual  expenses  are lower.  Therefore,  any purchase of $1 million or more is
 automatically  invested  in Class I  shares.  You may  accumulate  more than $1
 million in Class II shares through purchases over time. If you plan to do this,
 however,  you  should  determine  if it would be better  for you to buy Class I
 shares through a Letter of Intent.

 PURCHASE PRICE OF FUND SHARES

 For Class I shares,  the sales charge you pay depends on the dollar  amount you
 invest, as shown in the table below. The sales charge for Class II shares is 1%
 and, unlike Class I, does not vary based on the size of your purchase.

                                         TOTAL SALES CHARGE       AMOUNT PAID TO
                                        AS A PERCENTAGE OF          DEALER AS A
 AMOUNT OF PURCHASE                      OFFERING  NET AMOUNT      PERCENTAGE OF
 AT OFFERING PRICE                         PRICE    INVESTED      OFFERING PRICE
- ------------------------------------------------------------------------------
 CLASS I
 Under $50,000 .............................  5.75%    6.10%     5.00%
 $50,000 but less than $100,000 ............  4.50%    4.71%     3.75%
 $100,000 but less than $250,000 ...........  3.50%    3.63%     2.80%
 $250,000 but less than $500,000 ...........  2.50%    2.56%     2.00%
 $500,000 but less than $1,000,000 .........  2.00%    2.04%     1.60%
 $1,000,000 or more*........................  None     None      None

 CLASS II
 Under $1,000,000*..........................  1.00%    1.01%     1.00%

 *A Contingent  Deferred Sales Charge of 1% may apply to Class I purchases of $1
 million or more and any Class II  purchase.  Please see "How Do I Sell  Shares?
 Contingent   Deferred  Sales  Charge."  Please  also  see  "Other  Payments  to
 Securities  Dealers" below for a discussion of payments  Distributors  may make
 out of its own resources to Securities Dealers for certain purchases. Purchases
 of Class II shares  are  limited  to  purchases  below $1  million.  Please see
 "Choosing a Share Class."

 SALES CHARGE REDUCTIONS AND WAIVERS

 - IF YOU  QUALIFY  TO BUY SHARES  UNDER ONE OF THE SALES  CHARGE  REDUCTION  OR
   WAIVER  CATEGORIES  DESCRIBED BELOW,  PLEASE INCLUDE A WRITTEN STATEMENT WITH
   EACH PURCHASE ORDER EXPLAINING WHICH PRIVILEGE APPLIES.  If you don't include
   this  statement,  we cannot  guarantee that you will receive the sales charge
   reduction or waiver.

 CUMULATIVE  QUANTITY  DISCOUNTS - CLASS I ONLY.  To  determine if you may pay a
 reduced sales  charge,  the amount of your current Class I purchase is added to
 the cost or current value,  whichever is higher, of your existing shares in the
 Franklin  Templeton Funds, as well as those of your spouse,  children under the
 age of 21 and grandchildren under the age of 21. If you are the sole owner of a
 company,  you may also add any  company  accounts,  including  retirement  plan
 accounts.  Companies  with one or more  retirement  plans may add  together the
 total plan assets  invested in the Franklin  Templeton  Funds to determine  the
 sales charge that applies.

 LETTER OF INTENT - CLASS I ONLY.  You may buy Class I shares at a reduced sales
 charge  by  completing  the  Letter  of  Intent  section  of  the   shareholder
 application.  A Letter of Intent is a  commitment  by you to invest a specified
 dollar  amount  during  a 13 month  period.  The  amount  you  agree to  invest
 determines the sales charge you pay on Class I shares.

 BY COMPLETING THE LETTER OF INTENT SECTION OF THE SHAREHOLDER APPLICATION,  YOU
 ACKNOWLEDGE AND AGREE TO THE FOLLOWING:

 o You authorize  Distributors to reserve 5% of your total intended  purchase in
   Class I shares registered in your name until you fulfill your Letter.

 o You give  Distributors a security interest in the reserved shares and appoint
   Distributors as attorney-in-fact.

 o Distributors  may  sell  any or  all of the  reserved  shares  to  cover  any
   additional sales charge if you do not fulfill the terms of the Letter.

 o Although you may exchange your shares, you may not sell reserved shares until
   you complete the Letter or pay the higher sales charge.

 Your periodic  statements  will include the reserved shares in the total shares
 you own. We will pay or reinvest dividend and capital gain distributions on the
 reserved shares as you direct. Our policy of reserving shares does not apply to
 certain retirement plans.

 If you would like more information about the Letter of Intent privilege, please
 see "How Do I Buy, Sell and Exchange  Shares? - Letter of Intent" in the SAI or
 call Shareholder Services.

 GROUP PURCHASES - CLASS I ONLY. If you are a member of a qualified  group,  you
 may buy Class I shares at a reduced sales charge that applies to the group as a
 whole.  The sales  charge is based on the  combined  dollar  value of the group
 members' existing investments, plus the amount of the current purchase.

 A qualified group is one that:

 o Was formed at least six months ago,

 o Has a purpose other than buying Fund shares at a discount,

 o Has more than 10 members,

 o Can arrange for meetings between our representatives and group members,

 o Agrees to  include  Franklin  Templeton  Fund  sales and other  materials  in
   publications   and  mailings  to  its  members  at  reduced  or  no  cost  to
   Distributors,

o Agrees to arrange for payroll deduction or other bulk transmission of
investments to the Fund, and

 o Meets other uniform criteria that allow  Distributors to achieve cost savings
 in distributing shares.

 A  qualified  group  does not  include a 403(b)  plan that only  allows  salary
 deferral   contributions.   403(b)  plans  that  only  allow  salary   deferral
 contributions  and that purchased Class I shares of the Fund at a reduced sales
 charge under the group purchase privilege before February 1, 1998, however, may
 continue to do so.

 SALES CHARGE  WAIVERS.  If one of the following sales charge waivers applies to
 you or your  purchase of Fund shares,  you may buy shares of the Fund without a
 front-end sales charge or a Contingent  Deferred Sales Charge. All of the sales
 charge waivers  listed below apply to purchases of Class I shares only,  except
 for items 1 and 2 which also apply to Class II purchases.

 Certain distributions,  payments or redemption proceeds that you receive may be
 used to buy  shares of the Fund  without a sales  charge if you  reinvest  them
 within 365 days of their payment or redemption date. They include:

 1. Dividend and capital gain  distributions  from any Franklin  Templeton Fund.
    The distributions  generally must be reinvested in the same class of shares.
    Certain  exceptions  apply,  however,  to Class II shareholders who chose to
    reinvest their  distributions  in Class I shares of the Fund before November
    17,  1997,  and to  Advisor  Class or  Class Z  shareholders  of a  Franklin
    Templeton Fund who may reinvest their distributions in Class I shares of the
    Fund.

 2. Redemption  proceeds from the sale of shares of any Franklin  Templeton Fund
    if you  originally  paid a sales  charge on the shares and you  reinvest the
    money in the same class of shares. This waiver does not apply to exchanges.

    If you paid a Contingent Deferred Sales Charge when you redeemed your shares
    from a Franklin  Templeton  Fund,  a Contingent  Deferred  Sales Charge will
    apply to your  purchase  of Fund  shares and a new  Contingency  Period will
    begin. We will,  however,  credit your Fund account with  additional  shares
    based on the  Contingent  Deferred  Sales  Charge you paid and the amount of
    redemption proceeds that you reinvest.

    If you immediately  placed your  redemption  proceeds in a Franklin Bank CD,
    you may reinvest  them as described  above.  The proceeds must be reinvested
    within 365 days from the date the CD matures, including any rollover.

 3. Dividend or capital gain  distributions  from a real estate investment trust
    (REIT) sponsored or advised by Franklin Properties, Inc.

 4. Annuity  payments  received  under  either an  annuity  option or from death
    benefit  proceeds,  only if the  annuity  contract  offers as an  investment
    option the  Franklin  Valuemark  Funds or the  Templeton  Variable  Products
    Series Fund. You should contact your tax advisor for  information on any tax
    consequences that may apply.

 5. Redemption  proceeds from a repurchase  of shares of Franklin  Floating Rate
    Trust, if the shares were continuously held for at least 12 months.

    If you immediately placed your redemption  proceeds in a Franklin Bank CD or
    a Franklin  Templeton money fund, you may reinvest them as described  above.
    The  proceeds  must be  reinvested  within  365  days  from  the date the CD
    matures,  including  any  rollover,  or the date you redeem  your money fund
    shares.

 6. Redemption  proceeds from the sale of Class A shares of any of the Templeton
    Global Strategy Funds if you are a qualified investor.

    If you paid a contingent  deferred sales charge when you redeemed your Class
    A shares from a Templeton Global Strategy Fund, a Contingent  Deferred Sales
    Charge  will apply to your  purchase  of Fund  shares and a new  Contingency
    Period  will  begin.  We  will,  however,  credit  your  Fund  account  with
    additional shares based on the contingent deferred sales charge you paid and
    the amount of the redemption proceeds that you reinvest.

    If you immediately  placed your redemption  proceeds in a Franklin Templeton
    money fund, you may reinvest them as described  above.  The proceeds must be
    reinvested  within 365 days from the date they are  redeemed  from the money
    fund.

 7. Distributions  from an existing  retirement  plan  invested in the  Franklin
    Templeton Funds

 Various  individuals  and  institutions  also may buy Class I shares  without a
 front-end sales charge or Contingent Deferred Sales Charge, including:

1.   Trust companies and bank trust departments agreeing to invest in Franklin
     Templeton Funds over a 13 month period at least $1 million of assets held
     in a fiduciary, agency, advisory, custodial or similar capacity and over
     which the trust companies and bank trust departments or other plan
     fiduciaries or participants, in the case of certain retirement plans, have
     full or shared investment discretion. We will accept orders for these
     accounts by mail accompanied by a check or by telephone or other means of
     electronic data transfer directly from the bank or trust company, with
     payment by federal funds received by the close of business on the next
     business day following the order.

2.   An Eligible Governmental Authority. Please consult your legal and
     investment advisors to determine if an investment in the Fund is
     permissible and suitable for you and the effect, if any, of payments by the
     Fund on arbitrage rebate calculations.

3.   Broker-dealers, registered investment advisors or certified financial
     planners who have entered into an agreement with Distributors for clients
     participating in comprehensive fee programs. The minimum initial investment
     is $250.

4.   Qualified registered investment advisors who buy through a broker-dealer or
     service agent who has entered into an agreement with Distributors

5.   Registered Securities Dealers and their affiliates, for their investment
     accounts only

6.   Current employees of Securities Dealers and their affiliates and their
     family members, as allowed by the internal policies of their employer

7.   Officers, trustees, directors and full-time employees of the Franklin
     Templeton Funds or the Franklin Templeton Group, and their family members,
     consistent with our then-current policies. The minimum initial investment
     is $100.

8.   Investment companies exchanging shares or selling assets pursuant to a
     merger, acquisition or exchange offer

9.   Accounts managed by the Franklin Templeton Group

10.  Certain unit investment trusts and their holders reinvesting distributions
     from the trusts

11.  Group annuity separate accounts offered to retirement plans

12.  Chilean retirement plans that meet the requirements described under
     "Retirement Plans" below

 RETIREMENT  PLANS.  Retirement plans that (i) are sponsored by an employer with
 at least 100  employees,  or (ii) have plan  assets of $1 million  or more,  or
 (iii) agree to invest at least $500,000 in the Franklin  Templeton Funds over a
 13 month  period  may buy Class I shares  without  a  front-end  sales  charge.
 Retirement plans that are not Qualified  Retirement Plans, SIMPLEs or SEPs must
 also meet the  requirements  described  under "Group  Purchases - Class I Only"
 above to be able to buy Class I shares without a front-end sales charge. We may
 enter into a special  arrangement with a Securities  Dealer,  based on criteria
 established  by the Fund, to add together  certain small  Qualified  Retirement
 Plan accounts for the purpose of meeting these requirements.

 For  retirement  plan  accounts  opened on or after May 1, 1997,  a  Contingent
 Deferred  Sales Charge may apply if the retirement  plan is transferred  out of
 the Franklin  Templeton  Funds or terminated  within 365 days of the retirement
 plan account's  initial purchase in the Franklin  Templeton  Funds.  Please see
 "How Do I Sell Shares? - Contingent Deferred Sales Charge" for details.

 HOW DO I BUY SHARES IN CONNECTION WITH RETIREMENT PLANS?

 Your individual or  employer-sponsored  retirement plan may invest in the Fund.
 Plan documents are required for all retirement plans. Trust Company can provide
 the plan documents for you and serve as custodian or trustee.

 Trust Company can provide you with brochures containing  important  information
 about its plans. To establish a Trust Company retirement plan, you will need an
 application  other than the one included in this  prospectus.  For a retirement
 plan brochure or application, call Retirement Plan Services.

 Please consult your legal, tax or retirement plan specialist  before choosing a
 retirement  plan. Your investment  representative  or advisor can help you make
 investment decisions within your plan.

 OTHER PAYMENTS TO SECURITIES DEALERS

 The payments described below may be made to Securities Dealers who initiate and
 are  responsible  for Class II  purchases  and certain  Class I purchases  made
 without a sales  charge.  The  payments are subject to the sole  discretion  of
 Distributors,  and are paid by Distributors or one of its affiliates and not by
 the Fund or its shareholders.

 1. Class II purchases - up to 1% of the purchase price.
 2. Class I purchases of $1 million or more - up to 1% of the amount  invested.
 3. Class I purchases made without a front-end sales charge by certain
    retirement plans described under "Sales Charge Reductions and Waivers - 
    Retirement Plans" above - up to 1% of the amount invested.
 4. Class I purchases by trust  companies and bank trust  departments,  Eligible
    Governmental Authorities,  and broker-dealers or others on behalf of clients
    participating  in  comprehensive  fee  programs  - up to 0.25% of the amount
    invested.
 5. Class I  purchases  by  Chilean  retirement  plans -  up to 1% of the amount
    invested.

 A Securities  Dealer may receive only one of these payments for each qualifying
 purchase.   Securities   Dealers  who  receive   payments  in  connection  with
 investments  described in  paragraphs  1, 2 or 5 above or a payment of up to 1%
 for  investments  described in paragraph 3 will be eligible to receive the Rule
 12b-1 fee  associated  with the purchase  starting in the  thirteenth  calendar
 month after the purchase.

 FOR  BREAKPOINTS  THAT MAY APPLY AND  INFORMATION  ON  ADDITIONAL  COMPENSATION
 PAYABLE TO  SECURITIES  DEALERS  IN  CONNECTION  WITH THE SALE OF FUND  SHARES,
 PLEASE  SEE "HOW DO I BUY,  SELL  AND  EXCHANGE  SHARES?  - OTHER  PAYMENTS  TO
 SECURITIES DEALERS" IN THE SAI.

 FOR INVESTORS OUTSIDE THE U.S.

 The  distribution  of this  prospectus  and the  offering of Fund shares may be
 limited in many jurisdictions. An investor who wishes to buy shares of the Fund
 should determine,  or have a broker-dealer  determine,  the applicable laws and
 regulations  of  the  relevant  jurisdiction.  Investors  are  responsible  for
 compliance  with tax,  currency  exchange or other  regulations  applicable  to
 redemption and purchase  transactions in any  jurisdiction to which they may be
 subject.  Investors should consult appropriate tax and legal advisors to obtain
 information on the rules applicable to these transactions.

III.  The first  paragraph  under "May I  Exchange  Shares for Shares of Another
Fund? Will Sales Charges Apply to My Exchange?" is replaced with the following:

 You generally will not pay a front-end  sales charge on exchanges.  If you have
 held your  shares less than six months,  however,  you will pay the  percentage
 difference  between the sales  charge you  previously  paid and the  applicable
 sales charge of the new fund, if the difference is more than 0.25%. If you have
 never paid a sales charge on your shares because, for example, they have always
 been held in a money fund, you will pay the Fund's  applicable  sales charge no
 matter how long you have held your shares.  These  charges may not apply if you
 qualify to buy shares without a sales charge.

IV. The sections  "Contingent  Deferred Sales Charge - Class I" and  "Contingent
Deferred Sales Charge - Class II," found under "May I Exchange Shares for Shares
of Another Fund? - Will Sales Charges Apply to My Exchange?",  are replaced with
the following:

 CONTINGENT  DEFERRED  SALES  CHARGE.  For  accounts  with  shares  subject to a
 Contingent  Deferred  Sales Charge,  we will first  exchange any shares in your
 account that are not subject to the charge. If there are not enough of these to
 meet your exchange  request,  we will exchange  shares subject to the charge in
 the order they were purchased.

 If you  exchange  Class I shares  into one of our  money  funds,  the time your
 shares  are held in that fund  will not count  towards  the  completion  of any
 Contingency  Period.  If you exchange  your Class II shares for shares of Money
 Fund II, however, the time your shares are held in that fund will count towards
 the completion of any Contingency Period.

V. The  following  new item is added under "May I Exchange  Shares for Shares of
Another Fund? Exchange Restrictions":

 o You must meet the applicable  minimum  investment  amount of the fund you are
   exchanging into, or exchange 100% of your Fund shares.

VI. The  following  replaces  the second  paragraph  found  under "How Do I Sell
Shares? - Contingent Deferred Sales Charge":

 Certain  retirement  plan  accounts  opened on or after May 1,  1997,  and that
 qualify  to buy Class I shares  without a  front-end  sales  charge may also be
 subject  to a  Contingent  Deferred  Sales  Charge  if the  retirement  plan is
 transferred out of the Franklin  Templeton Funds or terminated  within 365 days
 of the account's initial purchase in the Franklin Templeton Funds.

VII.  Under "What  Distributions  Might I Receive from the Fund? -  Distribution
Options," the  references in the first two paragraphs to the ability of Class II
shareholders to reinvest or direct their  distributions to Class I shares of the
Fund or another Franklin Templeton Fund are deleted and the following  paragraph
is added to the section:

 Distributions  may be  reinvested  only in the same class of shares,  except as
 follows: (i) Class II shareholders who chose to reinvest their distributions in
 Class I shares of the Fund or another  Franklin  Templeton Fund before November
 17, 1997,  may continue to do so; and (ii) Class II  shareholders  may reinvest
 their distributions in shares of any Franklin Templeton money fund.

VIII.  The  section  "Keeping  Your  Account  Open,"  found  under  "Transaction
Procedures  and Special  Requirements,"  is replaced  in its  entirety  with the
following:

 KEEPING YOUR ACCOUNT OPEN

 Due to the relatively  high cost of  maintaining a small account,  we may close
 your  account if the value of your  shares is less than $250,  or less than $50
 for employee  accounts and custodial  accounts for minors. We will only do this
 if the value of your  account  fell below this amount  because you  voluntarily
 sold  your  shares  and  your  account  has  been  inactive   (except  for  the
 reinvestment of  distributions)  for at least six months.  Before we close your
 account,  we will notify you and give you 30 days to increase the value of your
 account to $1,000,  or $100 for employee  accounts and  custodial  accounts for
 minors.  These minimums do not apply to IRAs and other retirement plan accounts
 or to accounts managed by the Franklin Templeton Group.

IX. The  following  definitions  are  revised or added,  as  applicable,  to the
"Useful Terms and Definitions" section:

 CONTINGENCY  PERIOD - For Class I shares,  the 12 month  period  during which a
 Contingent   Deferred  Sales  Charge  may  apply.  For  Class  II  shares,  the
 contingency  period is 18 months.  The holding period for Class I begins on the
 first day of the month in which you buy shares.  Regardless  of when during the
 month you buy  Class I shares,  they will age one month on the last day of that
 month and each following  month.  The holding period for Class II begins on the
 day you buy your shares. For example, if you buy Class II shares on the 18th of
 the  month,  they will age one month on the 18th day of the next month and each
 following month.

 OFFERING PRICE - The public  offering price is based on the Net Asset Value per
 share of the class  and  includes  the  front-end  sales  charge.  The  maximum
 front-end sales charge is 5.75% for Class I and 1% for Class II.

 SIMPLE  (Savings  Incentive  Match Plan for Employees) - An employer  sponsored
 salary deferral plan established under section 408(p) of the Code

                 Please keep this supplement for future reference.



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