TEMPLETON DEVELOPING MARKETS TRUST
497, 1998-07-31
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711 STKP

                         SUPPLEMENT DATED AUGUST 3, 1998
                              TO THE PROSPECTUS OF

                       TEMPLETON DEVELOPING MARKETS TRUST
                                dated May 1, 1998

The prospectus is amended as follows:

I. The second step in the section "How Do I Buy Shares? - Opening Your Account" 
is replaced with the following:

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

<TABLE>
<CAPTION>
     <S>         <C>                                                             <C>    
       /bullet/ To open a regular, non-retirement account ....................   $1,000
       /bullet/ To open an IRA, IRARollover, Roth IRA, or Education IRA .......  $  250*
       /bullet/ To open a custodial account for a minor (an UGMA/UTMA account).  $  100
       /bullet/ To open an account with an automatic investment plan ..........  $   50**
       /bullet/ To add to an account ..........................................  $   50***
<FN>
       *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.
</FN>
</TABLE>

     For  purchases  by  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. The minimum initial  investment is $100 for
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.

     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.

II. The  following new category 8 is added to the end of the first list of sales
charge waiver categories in the section "Sales Charge Waivers," found under "How
Do I Buy Shares? - Sales Charge Reductions and Waivers":

          8.  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.

III.  The  following  new  category 12 is added to the end of the second list of
sales charge waiver  categories in the section  "Sales  Charge  Waivers,"  found
under "How Do I Buy Shares? - Sales Charge Reductions and Waivers":

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

IV. 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.

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

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

VI. 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.

                Please keep this supplement for future reference.



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