SEPARATE ACCOUNT VUL-2 OF THE AMERICAN FRANKLIN LIFE INS CO
497, 1999-05-05
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                     EquiBuilder III Flexible Premium Variable
                               Life Insurance Policy
                                          
                                          
                                          
                            Supplement dated May 5, 1999
                         to Prospectus dated April 30, 1999
                                          
                                          
                                          
                    PLEASE RETAIN THIS SUPPLEMENT FOR REFERENCE.
                                          


The following information replaces the first sentence of the fourth paragraph
under the section "Distribution of the Policies" in the Prospectus:

Registered representatives of Franklin Financial earn commissions on policy
sales of up to 100% of premiums paid during the first policy year.




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