FRANKLIN STRATEGIC MORTGAGE PORTFOLIO
497, 1999-12-01
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157 SA-1

                       SUPPLEMENT DATED DECEMBER 3, 1999
                 TO THE STATEMENT OF ADDITIONAL INFORMATION OF

                     FRANKLIN STRATEGIC MORTGAGE PORTFOLIO
                            dated February 1, 1999

The  Statement  of  Additional  Information  is  amended  to add the  following
paragraphs to the section "Goal and Strategies":

 Repurchase  agreements  The fund  generally will have a portion of its assets
 in cash or cash equivalents for a variety of reasons,  including  waiting for
 a special  investment  opportunity  or taking a defensive  position.  To earn
 income on this  portion of its  assets,  the fund may enter  into  repurchase
 agreements.  Under a repurchase agreement,  the fund agrees to buy securities
 guaranteed as to payment of principal and interest by the U.S.  government or
 its  agencies  from a qualified  bank or  broker-dealer  and then to sell the
 securities  back to the bank or  broker-dealer  after a short  period of time
 (generally,   less  than  seven  days)  at  a  higher  price.   The  bank  or
 broker-dealer  must  transfer  to the  fund's  custodian  securities  with an
 initial  market value of at least 102% of the dollar  amount  invested by the
 fund in each  repurchase  agreement.  The manager  will  monitor the value of
 such  securities  daily to  determine  that the value  equals or exceeds  the
 repurchase price.

 Repurchase   agreements  may  involve  risks  in  the  event  of  default  or
 insolvency  of the  bank  or  broker-dealer,  including  possible  delays  or
 restrictions upon the fund's ability to sell the underlying  securities.  The
 fund  will  enter  into  repurchase  agreements  only with  parties  who meet
 certain  creditworthiness  standards,  i.e., banks or broker-dealers that the
 manager  has  determined  present no serious  risk of  becoming  involved  in
 bankruptcy  proceedings  within the time frame contemplated by the repurchase
 transaction.

               Please keep this supplement for future reference.






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