FRANKLIN STRATEGIC MORTGAGE PORTFOLIO
497, 1997-04-30
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                          SUPPLEMENT DATED MAY 1, 1997
                              TO THE PROSPECTUS OF

                      FRANKLIN STRATEGIC MORTGAGE PORTFOLIO
                             DATED FEBRUARY 1, 1997

The prospectus is amended as follows:

I. Effective  June 1, 1997,  the section "Sales Charge  Waivers" under "How Do I
Buy Shares? - Sales Charge Reductions and Waivers" is amended to delete category
5, in its entirety.

II. The section "How Do I Buy Shares? - Other Payments to Securities Dealers" is
replaced in its entirety with the following:

 Other Payments to Securities Dealers

 Securities Dealers who initiate and are responsible for purchases made without
 a sales charge by trust companies and bank trust departments, retirement plans,
 Eligible Governmental Authorities, and broker-dealers or others on behalf of
 clients participating in comprehensive fee programs may receive up to 0.25% of
 the amount invested. The payment is subject to the sole discretion of
 Distributors, and is paid by Distributors or one of its affiliates and not by
 the Fund or its shareholders.

 For 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.

III. The section "How Do I Sell Shares?  - Contingent  Deferred Sales Charge" is
replaced in its entirety with the following:

 Contingent Deferred Sales Charge

 Most Franklin Templeton Funds impose a Contingent Deferred Sales Charge on
 certain investments if you sell all or a part of the investment within the
 Contingency Period. While the Fund generally does not impose a Contingent
 Deferred Sales Charge, it will do so if you sell shares that were exchanged
 into the Fund from another Franklin Templeton Fund and those shares would have
 been assessed a Contingent Deferred Sales Charge in the other fund. 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 time the shares are held in the Fund does not
 count towards the completion of any Contingency Period.

 We will first redeem any shares in your account that are not subject to the
 charge. If there are not enough of these to meet your request, we will redeem
 shares subject to the charge in the order they were purchased.

 Unless otherwise specified, when you request to sell a stated dollar amount, we
 will redeem additional shares to cover any Contingent Deferred Sales Charge.
 For requests to sell a stated number of shares, we will deduct the amount of
 the Contingent Deferred Sales Charge, if any, from the sale proceeds.


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