TEMPLETON GLOBAL INVESTMENT TRUST
497, 1998-08-04
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                            PROSPECTUS & APPLICATION

                            TEMPLETON REGION FUNDS


                            AUGUST 1, 1998



      INVESTMENT STRATEGY  TEMPLETON GREATER EUROPEAN FUND
            GLOBAL GROWTH  TEMPLETON LATIN AMERICA FUND




LOGO
FRANKLIN TEMPLETON 




Please read this prospectus before investing,  and keep it for future reference.
It  contains  important  information,  including  how the funds  invest  and the
services available to shareholders.

This prospectus describes Class I and Class II shares of Templeton Region Funds,
which  are  Templeton  Greater  European  Fund  ("Greater  European  Fund")  and
Templeton  Latin  America  Fund  ("Latin  America  Fund")  (each  a  "fund"  and
collectively the "funds"). Each fund is a diversified series of Templeton Global
Investment  Trust (the "Trust").  Each fund currently offers another share class
with a different sales charge and expense structure, which affects performance.

To learn more about the funds and their policies,  you may request a copy of the
Trust's Statement of Additional Information ("SAI"), dated August 1, 1998, which
we may  amend  from  time to time.  We have  filed the SAI with the SEC and have
incorporated it by reference into this prospectus.

For a free copy of the SAI or a larger print version of this  prospectus,  or to
receive a free copy of the prospectus for the funds' other share class,  contact
your investment representative or call 1-800/DIAL BEN.

MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, ANY BANK,  AND ARE NOT FEDERALLY  INSURED BY THE FEDERAL  DEPOSIT  INSURANCE
CORPORATION,  THE  FEDERAL  RESERVE  BOARD,  OR ANY  OTHER  AGENCY  OF THE  U.S.
GOVERNMENT.  MUTUAL FUND SHARES INVOLVE INVESTMENT RISKS, INCLUDING THE POSSIBLE
LOSS OF PRINCIPAL.

LIKE ALL MUTUAL  FUND  SHARES,  THE SEC HAS NOT  APPROVED OR  DISAPPROVED  THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.


PAGE


TEMPLETON REGION FUNDS


THIS  PROSPECTUS IS NOT AN OFFERING OF THE  SECURITIES  HEREIN  DESCRIBED IN ANY
STATE, JURISDICTION OR COUNTRY IN WHICH THE OFFERING IS NOT AUTHORIZED. NO SALES
REPRESENTATIVE, DEALER, OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS.  FURTHER
INFORMATION MAY BE OBTAINED FROM DISTRIBUTORS.


PAGE


TEMPLETON REGION FUNDS
AUGUST 1, 1998

When reading this prospectus,  you will see certain terms beginning with capital
letters. This means the term is explained in our glossary section.

TABLE OF CONTENTS

ABOUT THE FUNDS

Expense Summary..........................................    2
Financial Highlights.....................................    4   
How Do the Funds Invest Their Assets?....................    8
What Are the Risks of Investing in the Funds?............   12
Who Manages the Funds?...................................   15
How Taxation Affects the Funds and Their Shareholders....   19
How Is the Trust Organized?..............................   23

ABOUT YOUR ACCOUNT

How Do I Buy Shares?.....................................   24
May I Exchange Shares for Shares of Another Fund?........   32
How Do I Sell Shares?....................................   35
What Distributions Might I Receive From the Funds?.......   38
Transaction Procedures and Special Requirements..........   39
Services to Help You Manage Your Account.................   44
What If I Have Questions About My Account?...............   46

GLOSSARY

Useful Terms and Definitions.............................   47

100 Fountain Parkway
P.O. Box 33030
St. Petersburg, FL 33733-8030

1-800/DIAL BEN(R)


                                                      Templeton Region Funds  1

PAGE


ABOUT THE FUNDS

EXPENSE SUMMARY

This table is  designed to help you  understand  the costs of  investing  in the
funds. It is based on the historical  expenses of each class for the fiscal year
ended March 31, 1998. The funds' actual expenses may vary.

<TABLE>
<CAPTION>
                                                        GREATER                       LATIN AMERICA
                                                     EUROPEAN FUND                        FUND
                                               CLASS I         CLASS II          CLASS I         CLASS II
    --------------------------------------- --------------- ---------------- ---------------- ----------------
   <S>                                       <C>             <C>                <C>             <C>
    A. SHAREHOLDER TRANSACTION EXPENSES+

         Maximum Sales Charge (as a
         percentage of Offering Price)         5.75%           1.99%            5.75%           1.99%
            Paid at time of purchase           5.75%++         1.00%+++         5.75%++         1.00%+++
            Paid at redemption++++             None            0.99%            None            0.99%
         Exchange Fee (per transaction)*      $5.00           $5.00            $5.00           $5.00

    B. ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)

         Management Fees (after fee
         waiver)**                             0.19%           0.19%            1.03%           1.03%
         Rule 12b-1 Fees***                    0.35%           1.00%            0.35%           1.00%
         Other Expenses                        1.31%           1.31%            0.97%           0.97%
                                               -----           -----            -----           -----
         Total Fund Operating Expenses
         (after fee waiver)**                  1.85%           2.50%            2.35%           3.00%
                                               =====           =====            =====           =====
</TABLE>

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
      funds.

<TABLE>
<CAPTION>
                                     1 YEAR          3 YEARS        5 YEARS         10 YEARS
<S>                                 <C>             <C>            <C>              <C>
  GREATER EUROPEAN FUND
      CLASS I                        $75****           $112            $152             $262
      CLASS II                       $45               $87             $142             $291

  LATIN AMERICA FUND
      CLASS I                        $80****           $127            $176             $311
      CLASS II                       $50               $102            $166             $338
</TABLE>

2  Templeton Region Funds

PAGE


      For the same Class II investment,  you would pay projected expenses of $35
      for Greater  European  Fund and $40 for Latin  America Fund 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.
      Each 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."

++++A Contingent 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.

*$5.00 fee is only for Market Timers.  We process all other exchanges  without a
fee.

**For the period  shown,  each fund's  Investment  Manager  and FT Services  had
agreed in advance to limit their respective  management and administration fees.
Without these  reductions,  management fees for Greater European Fund would have
been 0.75% and total  operating  expenses  would have been 2.41% for Class I and
3.05% for Class II; management fees for Latin America Fund would have been 1.25%
and total  operating  expenses  would  have been 2.57% for Class I and 3.22% for
Class II.  After  July 31,  1999,  these  arrangements  may end at any time upon
notice to the Board.

***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.



                                                    Templeton Region Funds  3

PAGE



FINANCIAL HIGHLIGHTS

This table  summarizes each fund's financial  history.  The information has been
audited by McGladrey & Pullen, LLP, the funds' independent auditors. Their audit
report  covering the periods shown below appears in each fund's Annual Report to
Shareholders  for the fiscal year ended  March 31,  1998.  The Annual  Report to
Shareholders  also includes more information about a fund's  performance.  For a
free copy, please call Fund Information.

<TABLE>
<CAPTION>

GREATER EUROPEAN FUND - CLASS I
                                                                          YEAR ENDED MARCH 31,
                                                                   --------------------------------
                                                                   1998         1997         1996+
                                                                   ----         ----         -----
<S>                                                               <C>           <C>        <C>
PER SHARE OPERATING PERFORMANCE
(For a share outstanding throughout the year)

Net Asset Value, beginning of year........................        $  12.35     $ 10.39      $ 10.00
                                                                  --------     -------      -------
Income from investment operations:
  Net investment income...................................             .23         .14          .08
  Net realized and unrealized gains.......................            2.99        2.09          .31
                                                                  --------     -------      -------
Total from investment operations..........................            3.22        2.23          .39
                                                                  --------     -------      -------
Less distributions from:
  Net investment income...................................            (.23)       (.13)          --
  Net realized gains......................................           (1.08)       (.14)          --
                                                                  --------     -------      -------
Total distributions.......................................           (1.31)       (.27)          --
                                                                  --------     -------      -------
Net Asset Value, end of year..............................        $  14.26     $ 12.35      $ 10.39
                                                                  ========     =======      =======
TOTAL RETURN*.............................................           28.25%      21.70%        3.90%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's)...........................        $19,455      $ 9,268      $ 4,308
Ratios to average net assets:
  Expenses................................................            1.85%       1.85%        1.85%**
  Expenses, excluding waiver and payments by
    affiliate.............................................            2.41%       2.63%        3.56%**
  Net investment income...................................            2.04%       1.72%        1.39%**
Portfolio turnover rate...................................           27.59%      30.58%        9.86%
Average commission rate paid***...........................        $  .0213     $ .0264      $ .0205
<FN>
*Total return does not reflect sales commissions and is not annualized.
**Annualized.
***Relates to purchases and sales of equity securities.
+For the period May 8, 1995 (commencement of operations) to March 31, 1996.
</FN>
</TABLE>


4  Templeton Region Funds

PAGE



GREATER EUROPEAN FUND - CLASS II

<TABLE>
<CAPTION>
                                                                         YEAR ENDED MARCH 31,
                                                                   ---------------------------------
                                                                   1998         1997           1996+
                                                                   ----         ----           -----
<S>                                                              <C>           <C>           <C>
PER SHARE OPERATING PERFORMANCE
(For a share outstanding throughout the year)
Net Asset Value, beginning of year........................        $ 12.27      $ 10.32       $ 10.00
                                                                  -------      -------       -------
Income from investment operations:
  Net investment income...................................            .12          .11           .07
  Net realized and unrealized gains.......................           3.01         2.02           .25
                                                                  -------      -------       -------
Total from investment operations..........................           3.13         2.13           .32
                                                                  -------      -------       -------
Less distributions from:
  Net investment income...................................           (.16)        (.04)           --
  Net realized gains......................................          (1.08)        (.14)            --
                                                                  -------      -------       --------
Total distributions.......................................          (1.24)        (.18)            --
                                                                  -------      -------       --------
Net Asset Value, end of year..............................        $ 14.16      $ 12.27       $ 10.32
                                                                  =======      =======       =======
TOTAL RETURN*.............................................          27.55%       20.83%         3.20%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's)...........................        $ 5,929      $ 2,424       $ 1,431
Ratios to average net assets:
  Expenses................................................           2.50%        2.50%         2.50%**
  Expenses, excluding waiver and payments by
    affiliate.............................................           3.05%        3.29%         4.21%**
  Net investment income...................................           1.31%        1.45%         1.06%**
Portfolio turnover rate...................................          27.59%       30.58%         9.86%
Average commission rate paid***...........................        $ .0213      $ .0264       $ .0205
<FN>
*Total  return does not reflect sales  commissions  or the  Contingent  Deferred
Sales Charge and is not annualized.
**Annualized.
***Relates to purchases and sales of equity securities.
+For the period May 8, 1995 (commencement of operations) to March 31, 1996.
</FN>
</TABLE>


                                                   Templeton Region Funds  5

PAGE



LATIN AMERICA FUND - CLASS I

<TABLE>
<CAPTION>

                                                                          YEAR ENDED MARCH 31,

                                                                    1998           1997            1996+
                                                                ------------   ------------   ----------
<S>                                                             <C>            <C>             <C>
PER SHARE OPERATING PERFORMANCE
(For a share outstanding throughout the year)
Net Asset Value, beginning of year........................         $  12.34       $  10.53       $ 10.00
                                                                   --------       --------       -------
Income from investment operations:
  Net investment income...................................              .07            .06           .12
  Net realized and unrealized gains.......................              .53           1.86           .51
                                                                   --------       --------       -------
Total from investment operations..........................              .60           1.92           .63
                                                                   --------       --------       -------
Less distributions from:
  Net investment income...................................             (.07)          (.08)         (.10)
  Net realized gains......................................             (.15)          (.03)           --
                                                                   --------       --------       -------
Total distributions.......................................             (.22)          (.11)         (.10)
                                                                   --------       --------       -------
Net Asset Value, end of year..............................         $  12.72       $  12.34       $ 10.53
                                                                   ========       ========       =======
TOTAL RETURN*.............................................             4.94%         18.34%         6.37%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's)...........................         $ 28,714        $18,923       $ 5,150
Ratios to average net assets:
  Expenses................................................            2.35%          2.35%         2.35%**
  Expenses, excluding waiver and payments by
    affiliate.............................................            2.57%          3.10%         4.02%**
  Net investment income...................................             .59%           .50%         1.71%**
Portfolio turnover rate...................................            45.82%          3.72%           --
Average commission rate paid***...........................         $  .0003       $  .0003       $ .0004
<FN>
*Total return does not reflect sales commissions and is not annualized.
**Annualized.
***Relates to purchases and sales of equity securities.
+For the period May 8, 1995 (commencement of operations) to March 31, 1996.
</FN>
</TABLE>


6  Templeton Region Funds

PAGE



LATIN AMERICA FUND - CLASS II

<TABLE>
<CAPTION>

                                                                          YEAR ENDED MARCH 31,
                                                                 ------------------------------------
                                                                    1998          1997          1996+
                                                                ------------  ------------ ----------
<S>                                                             <C>           <C>           <C>
PER SHARE OPERATING PERFORMANCE
(For a share outstanding throughout the year)
Net Asset Value, beginning of year.............                    $ 12.28       $ 10.49      $ 10.00
                                                                   -------       -------      -------
Income from investment operations:
  Net investment income (loss).................                        --           (.01)         .08
  Net realized and unrealized gains............                        .51          1.85          .48
                                                                   -------       -------      -------
Total from investment operations...............                        .51          1.84          .56
                                                                   -------       -------      -------
Less distributions from:
  Net investment income........................                       (.01)         (.02)        (.07)
  Net realized gains...........................                       (.15)         (.03)          --
                                                                    -------       -------      -------
Total distributions............................                       (.16)         (.05)        (.07)
                                                                   -------       -------      -------
Net Asset Value, end of year...................                    $ 12.63       $ 12.28      $ 10.49
                                                                   =======       =======      =======
TOTAL RETURN*..................................                       4.23%        17.62%        5.67%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's)................                    $ 7,170        $3,524       $ 1,351
Ratios to average net assets:
  Expenses.....................................                       3.00%         3.00%        3.00%**
  Expenses, excluding waiver and payments by
    affiliate..................................                       3.22%         3.84%        4.67%**
  Net investment income (loss).................                       (.01)%        (.15)%       1.14%**
Portfolio turnover rate........................                      45.82%         3.72%          --
Average commission rate paid***................                    $ .0003       $ .0003      $ .0004
<FN>
*Total  return does not reflect sales  commissions  or the  Contingent  Deferred
Sales Charge and is not annualized.
**Annualized.
***Relates to purchases and sales of equity securities.
+For the period May 8, 1995 (commencement of operations) to March 31, 1996.
</FN>
</TABLE>


                                                   Templeton Region Funds   7

PAGE



HOW DO THE FUNDS INVEST THEIR ASSETS?

WHAT ARE THE FUNDS' GOALS?

The investment goal of each fund is long-term capital appreciation. This goal is
fundamental, which means that it may not be changed without shareholder
approval.

WHAT ARE THE FUNDS' INVESTMENT STRATEGIES?

GREATER EUROPEAN FUND

The fund tries to achieve its investment goal by investing,  under normal market
conditions,  at least 75% of its total  assets in equity  securities  of Greater
European companies.

For purposes of the fund's investments,  "GREATER EUROPE" means Western, Central
and Eastern Europe (including Ukraine,  Belarus,  Latvia, Lithuania and Estonia)
and Russia. Greater European companies include those:

/bullet/  organized under the laws of, or with a principal office in a Greater
          European country; or

/bullet/  with their principal equity  securities  trading market within Greater
          Europe; or

/bullet/  that derive 50% or more of their  revenues or profits  from goods  
          produced or sold,  investments made, or services  performed in Greater
          Europe or that have 50% or more of their  assets  situated  in Greater
          Europe.

The Fund may invest the remaining 25% of its total assets in any combination of:
(i) debt securities of Greater European  companies or those issued or guaranteed
by Greater  European  government  entities;  (ii) equity and debt  securities of
issuers domiciled  outside Greater Europe;  and (iii) short-term and medium-term
debt securities as described below under "Temporary Investments."

LATIN AMERICA FUND

The fund tries to achieve its  investment  goal by investing at least 65% of its
total assets in the equity and debt securities of Latin America issuers.

For  purposes  of the fund's  investments,  "LATIN  AMERICA"  countries  include
Argentina,  Belize, Bolivia, Brazil, Chile, Colombia, Costa Rica, Cuba, Ecuador,
El Salvador,  French Guyana,  Guatemala,  Guyana, Honduras,  Mexico,  Nicaragua,
Panama, Paraguay, Peru, Surinam, Trinidad/Tobago, Uruguay and Venezuela.

8  Templeton Region Funds

PAGE


The fund may invest the remaining 35% of its total assets in any combination of:
(i) equity and debt securities of issuers domiciled  outside Latin America;  and
(iii)  short-term  and  medium-term  debt  securities  as described  below under
"Temporary Investments."

WHAT KINDS OF SECURITIES DO THE FUNDS BUY?

EQUITY  SECURITIES  generally  entitle the holder to  participate in a company's
general  operating  results.   These  include  common  stock;  preferred  stock;
convertible securities; warrants or rights. Currently the funds invest primarily
in common stock.

In selecting  these equity  securities,  each fund's  Investment  Manager does a
company-by-company  analysis,  rather than  focusing  on a specific  industry or
economic sector.  They concentrate  primarily on the market price of a company's
securities  relative to their view regarding the company's  long-term  earnings,
assets and cash flow potential. A company's historical value measures, including
price/earnings  ratios,  profit  margins  and  liquidation  value,  will also be
considered.

DEBT  SECURITIES  represent an obligation of the issuer to repay a loan of money
to it, and generally,  provide for the payment of interest. These include bonds,
notes and debentures; commercial paper; time deposits; bankers' acceptances; and
structured investments which are described more fully in the SAI.

Greater European Fund may invest up to 25% of its total assets and Latin America
Fund may invest without limit in debt  securities.  Each fund may buy both rated
and  unrated  debt  securities.   Independent  rating  organizations  rate  debt
securities based upon their assessment of the financial soundness of the issuer.
Generally,  a lower rating indicates higher risk. At present, each fund does not
intend to  invest  more than 5% of its  total  assets  in  non-investment  grade
securities  (rated  lower  than BBB by S&P or Baa by  Moody's  or,  if  unrated,
determined by the fund to be of comparable quality). Please see the SAI for more
details on the risks associated with lower-rated securities.

BRADY BONDS.  Greater European Fund may invest up to 25% of its total assets and
Latin  America Fund may invest  without  limitation  in certain debt  securities
referred  to as  "Brady  Bonds."  These  are  public-issue  bonds of  developing
countries that are created through an exchange of existing commercial bank loans
to  sovereign   entities  for  new   obligations  in  connection   with  a  debt
restructuring  plan introduced by former U.S.  Treasury  Secretary,  Nicholas F.
Brady (the "Brady Plan").  Brady Plan debt  restructurings have been implemented
in a number of countries to date including Argentina,  Brazil,  Bulgaria,  Costa
Rica, Croatia, the Dominican Republic,  Ecuador, Ivory Coast, Jordan, the former

                                                      Templeton Region Funds  9

PAGE


Yugoslav Republic of Macedonia,  Mexico, Nigeria, Panama, Peru, the Philippines,
Poland, Russia, Slovenia,  Uruguay,  Venezuela,  and Vietnam (collectively,  the
"Brady Countries").

Brady Bonds, if  collateralized,  are done so by U.S. Treasury zero coupon bonds
to ensure  principal.  Since many of the Brady Bonds have been issued relatively
recently, they do not have a long payment history.

In light of the  residual  risk of Brady  Bonds and,  among other  factors,  the
history of defaults with respect to commercial  bank loans by public and private
entities  of  countries  issuing  Brady  Bonds,  investments  in Brady Bonds are
generally considered  speculative.  In addition,  many Brady Bonds currently are
rated below  investment  grade.  Investments  in Brady Bonds are subject to each
fund's  current  policy of not  investing  more  than 5% of its total  assets in
non-investment grade securities.

DEPOSITARY RECEIPTS. Each fund may also invest in American,  European and Global
Depositary Receipts.  Depositary Receipts are certificates typically issued by a
bank or trust  company that give their  holders the right to receive  securities
issued by a foreign or domestic corporation.

GENERAL.  Each fund may invest in any industry  although it will not concentrate
(invest more than 25% of its total  assets) in any one  industry.  Each fund may
invest up to 15% of its total assets in illiquid securities, including up to 10%
of its total assets in restricted securities.  Illiquid securities are generally
securities  that  cannot  be sold  within  seven  days in the  normal  course of
business  at  approximately  the  amount  at which  the fund  has  valued  them.
Restricted  securities are generally securities that are subject to restrictions
on their transfer.

Please  see the SAI for more  details  on the types of  securities  in which the
funds invest.

WHAT ARE SOME OF THE FUNDS' OTHER INVESTMENT STRATEGIES AND PRACTICES?

TEMPORARY  INVESTMENTS.  When an Investment Manager believes that the securities
trading  markets or the  economy  are  experiencing  excessive  volatility  or a
prolonged general decline,  or other adverse  conditions exist, for example,  it
may invest the fund's portfolio in a temporary defensive manner.

Under such circumstances, each fund may invest up to 100% of its total assets in
money market  securities  denominated  in the currency of any nation.  These may
include:


10  Templeton Region Funds

PAGE

/bullet/  short-term (maturities of less than 12 months) and medium-term  
          (maturities up to 5 years) securities issued or guaranteed by the U.S.
          or a foreign government, their agencies or instrumentalities;

/bullet/  finance company and corporate commercial paper, and other short-term 
          corporate  obligations,  rated A by S&P or Prime-1  by Moody's  or, if
          unrated, determined by the fund to be of comparable quality;

/bullet/  bank obligations (including CDs, time deposits and bankers' 
          acceptances); and

/bullet/  repurchase agreements with banks and broker-dealers.

REPURCHASE AGREEMENTS.  Each fund will generally 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 with
certain banks and broker-dealers.  Under a repurchase agreement, the fund agrees
to buy a U.S. government security from one of these issuers and then to sell the
security back to the issuer 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 value of at least 102% of the dollar
amount invested by the fund in each repurchase agreement.

OPTIONS ON SECURITIES AND SECURITIES INDICES. Each fund may buy and sell options
on securities and securities  indices to earn  additional  income and/or to help
protect its portfolio against market and/or exchange rate movements, although it
presently  has no  intention  of doing so. An option on a security is a contract
that allows the buyer of the option the right to buy or sell a specific security
at a stated price during the option's term. An option on a securities index is a
contract  that  allows the buyer of the  option  the right to  receive  from the
seller cash, in an amount equal to the  difference  between the index's  closing
price and the option's  exercise price.  The fund will limit the sale of options
on its  securities  to 15% or less of its  total  assets.  The fund may only buy
options  if the total  premiums  it paid for such  options  is 5% or less of its
total assets.

FOREIGN  CURRENCY  EXCHANGE  TRANSACTIONS.  Because each fund may buy securities
which are valued in currencies other than the U.S. dollar,  it may take steps to
help protect its portfolio  against adverse changes in foreign currency exchange
rates.  To do  this,  the  fund may (1) buy and  sell  foreign  currency  at the
prevailing rate in the foreign currency exchange market;  (2) enter into forward
foreign  currency  contracts  which  are  agreements  to buy or sell a  specific
currency at a set price on a future date  (generally  within one year);  and (3)
buy and sell put and call options on foreign currencies.

FUTURES  CONTRACTS.  Changes in  interest  rates,  securities  prices or foreign
currency valuations may affect the value of each fund's  investments.  To reduce


                                                     Templeton Region Funds  11

PAGE

its  exposure  to these  factors,  the fund may buy and sell  financial  futures
contracts,  stock and bond index futures  contracts,  foreign  currency  futures
contracts and options on any of these contracts. A financial futures contract is
an  agreement  to buy or sell a specific  security or  commodity  at a specified
future date and price. An index futures contract is an agreement to take or make
delivery of an amount of cash based on the  difference  between the value of the
index at the  beginning  and end of the  contract  period.  A  foreign  currency
futures  contract is an agreement to buy or sell a specific amount of a currency
for a set price on a future  date.  The fund may not commit  more than 5% of its
total  assets to initial  margin  deposits  on  futures  contracts  and  related
options.

SECURITIES  LENDING.  To  generate  additional  income,  each  fund may lend its
portfolio  securities  to qualified  securities  dealers or other  institutional
investors.  Such loans may not  exceed 33 1/3% of the value of the fund's  total
assets measured at the time of the most recent loan. For each loan the fund must
receive in return  collateral with a value at least equal to 100% of the current
market value of the loaned securities.

SHORT-TERM  TRADING AND  PORTFOLIO  TURNOVER.  Each fund  invests for  long-term
capital growth and does not intend to emphasize  short-term trading profits.  It
is  anticipated,  therefore,  that each fund's  annual  portfolio  turnover rate
generally  will be below  50%;  although  this rate may be  higher or lower,  in
relation to market conditions.  A portfolio turnover rate of less than 50% means
that in a one year  period,  less  than  one-half  of the  fund's  portfolio  is
changed.

OTHER POLICIES AND RESTRICTIONS. Each fund has a number of additional investment
policies and restrictions that govern its activities.  Those that are identified
as "fundamental" may only be changed with shareholder  approval.  The others may
be  changed  by the  Board  alone.  For a list of  these  restrictions  and more
information  about the fund's  investment  policies,  including  those described
above,  please  see "How Do the Funds  Invest  Their  Assets?"  and  "Investment
Restrictions" in the SAI.

Generally, the policies and restrictions discussed in this prospectus and in the
SAI apply  when the fund makes an  investment.  In most  cases,  the fund is not
required to sell a security  because  circumstances  change and the  security no
longer meets one or more of the fund's policies or restrictions.

WHAT ARE THE RISKS OF INVESTING IN THE FUNDS?

GENERAL RISK.  There is no assurance  that each fund's  investment  goal will be
met.  The  fund  will  seek  to  spread  investment  risk  by  diversifying  its
investments but the possibility of losses remains.  Generally, if the securities


12  Templeton Region Funds

PAGE

owned by the fund  increase in value,  the value of the shares of the fund which
you own will increase.  Similarly,  if the securities owned by the fund decrease
in  value,  the  value of your  shares  will  also  decline.  In this  way,  you
participate in any change in the value of the securities owned by the fund.

FOREIGN  SECURITIES RISK. The value of foreign (and U.S.) securities is affected
by general  economic  conditions  and individual  company and industry  earnings
prospects.  While foreign  securities may offer  significant  opportunities  for
gain,  they also involve  additional  risks that can increase the  potential for
losses in the fund. These risks can be significantly  greater for investments in
emerging markets. Investments in Depositary Receipts also involve some or all of
the risks described below.

The  political,  economic and social  structures of some  countries in which the
fund  invests may be less stable and more  volatile  than those in the U.S.  The
risks of investing in these countries  include the possibility of the imposition
of  exchange  controls,  expropriation,  restrictions  on removal of currency or
other assets, nationalization of assets, and punitive taxes.

There may be less  publicly  available  information  about a foreign  company or
government  than  about a U.S.  company  or public  entity.  Certain  countries'
financial  markets and  services  are less  developed  than those in the U.S. or
other  major  economies.  As a  result,  they may not have  uniform  accounting,
auditing  and  financial  reporting  standards  and  may  have  less  government
supervision  of  financial   markets.   Foreign   securities  markets  may  have
substantially  lower  trading  volumes  than  U.S.  markets,  resulting  in less
liquidity and more volatility than experienced in the U.S.  Transaction costs on
foreign  securities markets are generally higher than in the U.S. The settlement
practices  may be  cumbersome  and result in delays  that may  affect  portfolio
liquidity.  The fund may have  greater  difficulty  voting  proxies,  exercising
shareholder rights, pursuing legal remedies and obtaining judgments with respect
to foreign  investments in foreign courts than with respect to domestic  issuers
in U.S. courts.

Some of the  countries  in which the funds may invest such as Russia and certain
Asian and Eastern  European  countries  are  considered  developing  or emerging
markets. Investments in these markets are subject to all of the risks of foreign
investing  generally,  and have additional and heightened risks due to a lack of
legal, business and social frameworks to support securities markets.

Emerging markets involve additional  significant risks,  including political and
social uncertainty (for example,  regional conflicts and risk of war),  currency
exchange  rate  volatility,  pervasiveness  of corruption  and crime,  delays in
settling  portfolio  transactions  and risk of loss arising out of the system of


                                                    Templeton Region Funds   13

PAGE

share  registration and custody.  Greater European Fund may invest up to 100% of
its total assets in emerging markets, including up to 10% of its total assets in
Russian securities. Latin America Fund may invest up to 100% of its total assets
in  emerging  markets,  including  up to 5%  of  its  total  assets  in  Russian
securities.  For more  information on the risks associated with emerging markets
securities, please see the SAI.

MARKET,  CURRENCY,  AND  INTEREST  RATE RISK.  General  market  movements in any
country  where a fund has  investments  are  likely to  affect  the value of the
securities  which the fund owns in that  country and the fund's  share price may
also  be  affected.  The  fund's  investments  may  be  denominated  in  foreign
currencies so that changes in foreign  currency  exchange rates will also affect
the value of what the fund owns, and thus the price of its shares. To the extent
the fund invests in debt  securities,  changes in interest  rates in any country
where the fund is invested  will affect the value of the fund's  portfolio  and,
consequently,  its share price.  Rising interest rates, which often occur during
times of inflation or a growing economy, are likely to cause the value of a debt
security  to  decrease,  having a  negative  effect on the  value of the  fund's
shares.  Of course,  individual and worldwide stock markets,  interest rates and
currency   valuations   have  both  increased  and  decreased,   sometimes  very
dramatically, in the past. These changes are likely to occur again in the future
at unpredictable times.

CREDIT AND ISSUER  RISK.  Each fund's  investments  in debt  securities  involve
credit risk.  This is the risk that the issuer of a debt security will be unable
to make principal and interest payments in a timely manner and the debt security
will go into  default.  Each fund may  invest  up to 5% of its  total  assets in
defaulted debt  securities.  The purchase of defaulted debt securities  involves
significant  additional  risks,  such as the possibility of complete loss of the
investment in the event the issuer does not  restructure or reorganize to enable
it to resume paying interest and principal to holders.

DERIVATIVE  SECURITIES RISK.  Derivative  investments are those whose values are
dependent upon the performance of one or more other securities or investments or
indices; in contrast to common stock, for example, whose value is dependent upon
the operations of the issuer.  Option  transactions,  foreign currency  exchange
transactions and futures contracts are considered derivative investments. To the
extent a fund enters into these transactions, their success will depend upon the
Investment  Manager's  ability  to predict  pertinent  market  movements.  These
securities are subject to the risk that the other party to the  transaction  may
fail to perform, resulting in losses to the fund.


14  Templeton Region Funds

PAGE

WHO MANAGES THE FUNDS?

THE BOARD.  The Board  oversees  the  management  of the funds and elects  their
officers.  The officers are  responsible  for the respective  fund's  day-to-day
operations.  The Board also monitors  each fund to ensure no material  conflicts
exist among the fund's classes of shares. While none is expected, the Board will
act appropriately to resolve any material conflict that may arise.

INVESTMENT  MANAGER.  The Investment  Manager of Greater European Fund is Global
Advisors.  The Investment  Manager of Latin America Fund is Investment  Counsel.
Global Advisors and Investment  Counsel manage the respective  fund's assets and
make its  investment  decisions.  The Investment  Managers also perform  similar
services for other funds.  Global  Advisors  and  Investment  Counsel are wholly
owned by Resources,  a publicly owned company engaged in the financial  services
industry through its subsidiaries. Charles B. Johnson and Rupert H. Johnson, Jr.
are  the  principal  shareholders  of  Resources.   Together,  Global  Advisors,
Investment  Counsel and their affiliates manage over $239 billion in assets. The
Templeton  organization has been investing globally since 1940. Global Advisors,
Investment  Counsel and their  affiliates have offices in Argentina,  Australia,
Bahamas,  Bermuda,  Brazil, the British Virgin Islands,  Canada,  China, Cyprus,
France, Germany, Hong Kong, India, Italy, Japan, Korea,  Luxembourg,  Mauritius,
the Netherlands,  Poland, Russia, Singapore, South Africa, Switzerland,  Taiwan,
United Kingdom,  U.S. and Vietnam.  Please see "Investment  Management and Other
Services"  and  "Miscellaneous  Information"  in  the  SAI  for  information  on
securities transactions and a summary of the funds' Code of Ethics.

PORTFOLIO MANAGEMENT.

GREATER EUROPEAN FUND. The team responsible for the day-to-day management of the
fund's  portfolio  since 1996 is: Mark G.  Holowesko,  Jeffrey A.  Everett,  and
Richard Sean Farrington. Mr. Holowesko is President of Global Advisors. He holds
a BA in economics from Holy Cross College and an MBA from Babson College.  He is
a Chartered Financial Analyst,  Chartered Investment  Counselor,  and a founding
member of the International Society of Financial Analysts.  Prior to joining the
Templeton  organization  in  1985,  Mr.  Holowesko  worked  with  RoyWest  Trust
Corporation  (Bahamas) Limited as an investment  analyst.  His duties at RoyWest
included  managing  trust and  individual  accounts,  as well as  equity  market
research  worldwide.  Mr.  Holowesko  is  responsible  for  coordinating  equity
research and portfolio management  activities worldwide for the Templeton Global
Equity Group. He also manages several mutual funds.


                                                    Templeton Region Funds   15

PAGE

Mr. Everett is an Executive Vice President of Global Advisors.  He holds a BS in
finance from Pennsylvania State University.  He is a Chartered Financial Analyst
and a  member  of the  International  Society  of  Financial  Analysts  and  the
Association  of  Investment  Management  and  Research.  Prior  to  joining  the
Templeton  organization in 1989, Mr. Everett was an investment  officer at First
Pennsylvania Investment Research, a division of First Pennsylvania  Corporation,
where  he  analyzed  equity  and  convertible  securities.  He also  coordinated
research for Centre Square Investment Group, the pension  management  subsidiary
of First  Pennsylvania  Corporation.  Mr.  Everett is  responsible  for managing
several  offshore  accounts at Templeton,  as well as several mutual funds.  His
global research responsibilities encompass industry coverage for real estate and
country responsibilities for Italy and Australia.

Mr.  Farrington  is a Vice  President  of  Global  Advisors.  He  holds  a BA in
economics  from Harvard  University.  Mr.  Farrington  is a Chartered  Financial
Analyst.  He has served as the  president  of the Bahamas  Society of  Financial
Analysts and is currently on the board of the International Society of Financial
Analysts. He joined the Templeton organization in 1991 and is a research analyst
and  portfolio  manager.  Mr.  Farrington's  research  responsibilities  include
industry  coverage of non-U.S.  electric  utilities.  He is also responsible for
country coverage of Hong Kong and China.

LATIN AMERICA FUND. The lead portfolio  manager since 1997 is Mark R. Beveridge.
Mr. Beveridge is a Senior Vice President of Investment  Counsel.  He holds a BBA
in finance from the University of Miami. He is a Chartered Financial Analyst and
a Chartered Investment  Counselor,  and a member of the South Florida Society of
Financial Analysts and the International  Society of Financial Analysts.  Before
joining the Templeton  organization in 1985 as a security analyst, Mr. Beveridge
was a  principal  with a  financial  accounting  software  firm  based in Miami,
Florida.  He  is  currently  a  portfolio  manager  and  research  analyst  with
responsibility for non-life insurance and industrial components  industries.  He
also has country coverage of Argentina.

Howard J.  Leonard  and Gary R.  Clemons  have  secondary  portfolio  management
responsibilities  for the fund.  Mr.  Leonard is an Executive  Vice President of
Investment  Counsel.  He  holds  a BBA  in  finance/economics  from  the  Temple
University  School  of  Business  Administration.  Mr.  Leonard  is a  Chartered
Financial  Analyst and a member of the Financial  Analysts of Philadelphia,  the
Financial  Analysts  Federation  and  the  International   Society  of  Security
Analysts.  Before  joining the Templeton  organization  in 1989, Mr. Leonard was
Director  of  investment  research  at  First  Pennsylvania  Bank,  where he was
responsible for equity and fixed-income  research  activities.  Mr. Leonard also
worked  previously at Provident  National Bank as a security  analyst covering a
variety of industries.  Mr. Leonard  currently  manages both  institutional  and

16  Templeton Region Funds

PAGE

mutual  fund  accounts of global and  international  mandates.  He has  research
responsibility  for the machinery and engineering  industries,  and also follows
the following  countries:  Brazil and  Indonesia.  Mr.  Clemons is a Senior Vice
President of Investment  Counsel.  He holds a BS from the University of Nevada -
Reno and an MBA from the University of Wisconsin - Madison. He joined Investment
Counsel  in 1993.  Prior to that time he was a  research  analyst  at  Templeton
Quantitative  Advisors,  Inc.  in New York,  where he was also  responsible  for
management of a small  capitalization  fund. As a portfolio manager and research
analyst   with   Templeton,    Mr.   Clemons   has    responsibility   for   the
telecommunications industry and country coverage of Colombia and Peru.

MANAGEMENT FEES.  During the fiscal year ended March 31, 1998,  management fees,
before any advance  waiver,  totaled  0.75% of the  average  daily net assets of
Greater European Fund. Total operating expenses were 2.41% for Class I and 3.05%
for Class II. Under an agreement by Global  Advisors to limit its fees,  Greater
European  Fund  paid  management  fees  totaling  0.19% and  operating  expenses
totaling  1.85% for Class I and 2.50% for Class II. After July 31, 1999,  Global
Advisors may end this arrangement at any time upon notice to the Board.

During the fiscal year ended March 31, 1998, management fees, before any advance
waiver,  totaled  1.25% of the average  daily net assets of Latin  America Fund.
Total operating expenses were 2.57% for Class I and 3.22% for Class II. Under an
agreement  by  Investment  Counsel to limit its fees,  Latin  America  Fund paid
management fees totaling 1.03% and operating expenses totaling 2.35% for Class I
and 3.00% for Class II.  After July 31,  1999,  Investment  Counsel may end this
arrangement at any time upon notice to the Board.

PORTFOLIO TRANSACTIONS. The Investment Managers try to obtain the best execution
on all transactions.  If an Investment  Manager believes more than one broker or
dealer can provide the best  execution,  it may  consider  research  and related
services and the sale of its respective fund's shares as well as shares of other
funds in the  Franklin  Templeton  Group of Funds,  when  selecting  a broker or
dealer.  Please see "How Do the Funds Buy Securities for Their  Portfolios?"  in
the SAI for more information.

ADMINISTRATIVE  SERVICES. FT Services provides certain  administrative  services
and  facilities  for the Trust.  During the fiscal  year ended  March 31,  1998,
administration  fees totaling 0.15% of the average daily net assets of each fund
were  paid to FT  Services.  These  fees are  included  in the  amount  of total
expenses shown above.  Please see "Investment  Management and Other Services" in
the SAI for more information.

                                                   Templeton Region Funds   17

PAGE

THE RULE 12B-1 PLANS

Class I and Class II have  separate  distribution  plans or "Rule  12b-1  Plans"
under which they may pay or reimburse Distributors or others for the expenses of
activities  that are  primarily  intended  to sell  shares of the  class.  These
expenses  may  include,  among  others,  distribution  or  service  fees paid to
Securities  Dealers or others who have  executed a  servicing  agreement  with a
fund,  Distributors  or its  affiliates;  a prorated  portion  of  Distributors'
overhead  expenses;  and the expenses of printing  prospectuses and reports used
for  sales  purposes,  and  preparing  and  distributing  sales  literature  and
advertisements.

Payments  by each fund under the Class I plan may not  exceed  0.35% per year of
Class I's average daily net assets.  Expenses not  reimbursed in any quarter may
be reimbursed in future quarters or years. This includes expenses not reimbursed
because they exceeded the applicable limit under the plan. As of March 31, 1998,
expenses under the Class I plan that may be  reimbursable  in future quarters or
years totaled  $183,818,  or 0.94% of Greater European Fund's Class I net assets
and $214,970,  or 0.75% of Latin America  Fund's Class I net assets.  During the
first  year  after  certain  Class I  purchases  made  without  a sales  charge,
Securities Dealers may not be eligible to receive the Rule 12b-1 fees associated
with the purchase.

Under the Class II plan, each fund may pay  Distributors up to 0.75% per year of
Class II's average daily net assets to pay  Distributors or others for providing
distribution  and related  services and bearing  certain Class II expenses.  All
distribution  expenses over this amount will be borne by those who have incurred
them.  During the first year  after a  purchase  of Class II shares,  Securities
Dealers  may not be  eligible  to  receive  this  portion of the Rule 12b-1 fees
associated with the purchase.

Each fund may also pay a  servicing  fee of up to 0.25%  per year of Class  II's
average  daily net assets  under the Class II plan.  This fee may be used to pay
Securities  Dealers or others for, among other things,  helping to establish and
maintain  customer  accounts and records,  helping with requests to buy and sell
shares,  receiving and answering  correspondence,  monitoring  dividend payments
from each fund on  behalf  of  customers,  and  similar  servicing  and  account
maintenance activities.

The  Rule  12b-1  fees  charged  to  each  class  are  based  only  on the  fees
attributable to that particular  class.  For more  information,  please see "The
Funds' Underwriter" in the SAI.


18  Templeton Region Funds

PAGE

HOW TAXATION AFFECTS THE FUNDS AND THEIR SHAREHOLDERS

<TABLE>
<CAPTION>
<S>                                               <C>

TAXATION OF THE FUNDS' INVESTMENTS. The funds       HOW DOES A FUND EARN INCOME AND GAINS?
invest your money in the stocks, bonds and other    A FUND EARNS DIVIDENDS AND INTEREST (THE FUND'S "INCOME") ON
securities that are described in the section "How   ITS INVESTMENTS. WHEN THE FUND SELLS A SECURITY FOR A PRICE
Do the Funds Invest Their Assets?"  Special tax     THAT IS HIGHER THAN IT PAID, IT HAS A GAIN. WHEN THE FUND
rules may apply in determining the income and       SELLS A SECURITY FOR A PRICE THAT IS LOWER THAN IT PAID, IT
gains that a fund earns on its investments. These   HAS A LOSS. IF THE FUND HAS HELD THE SECURITY FOR MORE THAN
rules may, in turn, affect the amount of            ONE YEAR, THE GAIN OR LOSS WILL BE A LONG-TERM CAPITAL GAIN OR
distributions that the funds pay to you. These      LOSS. IF THE FUND HAS HELD THE SECURITY FOR ONE YEAR OR LESS,
special tax rules are discussed in the SAI.         THE GAIN OR LOSS WILL BE A SHORT-TERM CAPITAL GAIN OR LOSS.
                                                    THE FUND'S GAINS AND LOSSES ARE NETTED TOGETHER, AND, IF THE
TAXATION OF THE FUNDS.  As series of a regulated    FUND HAS A NET GAIN (THE FUND'S "GAINS"),  THAT GAIN WILL 
investment company,  the funds generally pay no     GENERALLY BE DISTRIBUTED TO YOU.
federal income tax on the income and gains that
they distribute to you.
</TABLE>

FOREIGN TAXES. Foreign governments may impose taxes on the income and gains from
the funds'  investments in foreign stocks and bonds. These taxes will reduce the
amount of a fund's  distributions to you, but,  depending upon the amount of the
fund's  assets that are invested in foreign  securities  and foreign taxes paid,
may be passed  through to you as a foreign tax credit on your income tax return.
The funds may also  invest  in the  securities  of  foreign  companies  that are
"passive foreign investment companies" ("PFICs"). These investments in PFICs may
cause the funds to pay income taxes and interest charges. If possible, the funds
will adopt strategies to avoid PFIC taxes and interest charges.

                                                    Templeton Region Funds  19

PAGE


TAXATION OF SHAREHOLDERS.

<TABLE>
<CAPTION>

<S>                                                            <C>
DISTRIBUTIONS. Distributions from the funds, whether you       WHAT IS A DISTRIBUTION?
receive them in cash or in additional shares, are generally    AS A SHAREHOLDER, YOU WILL RECEIVE YOUR SHARE
subject to income tax. Each fund will send you a statement     OF A FUND'S INCOME AND GAINS ON ITS INVESTMENTS
in January that reflects the amount of ordinary dividends,     IN STOCKS, BONDS AND OTHER SECURITIES. THE
capital gain distributions and non-taxable distributions you   FUND'S INCOME AND SHORT-TERM CAPITAL GAINS ARE
received from the fund in the prior year. This statement       PAID TO YOU AS ORDINARY DIVIDENDS. THE FUND'S
will include distributions declared in December and paid to    LONG-TERM CAPITAL GAINS ARE PAID TO YOU AS
you in January of the current year, but which are taxable as   CAPITAL GAIN DISTRIBUTIONS. IF THE FUND PAYS
if paid on December 31 of the prior year. The IRS requires     YOU AN AMOUNT IN EXCESS OF ITS INCOME AND
you to report these amounts on your income tax return for      GAINS, THIS EXCESS WILL GENERALLY BE TREATED AS
the prior year. Each fund's statement for the prior year       A NON-TAXABLE DISTRIBUTION. THESE AMOUNTS,
will tell you how much of your capital gain distribution       TAKEN TOGETHER, ARE WHAT WE CALL THE FUND'S
represents 28% rate gain. The remainder of the capital gain    DISTRIBUTIONS TO YOU.
distribution represents 20% rate gain.
</TABLE>

DISTRIBUTIONS TO RETIREMENT PLANS. Fund distributions received by your qualified
retirement   plan,  such  as  a  section  401(k)  plan  or  IRA,  are  generally
tax-deferred;  this means that you are not required to report fund distributions
on your income tax return when paid to your plan,  but,  rather,  when your plan
makes  payments to you.  Special  rules apply to payouts from Roth and Education
IRAs.  

DIVIDENDS-RECEIVED DEDUCTION. It is anticipated that no portion of either fund's
distributions will qualify for the corporate dividends-received deduction.

20  Templeton Region Funds

PAGE

<TABLE>
<CAPTION>

<S>                                                          <C>
REDEMPTIONS AND EXCHANGES. If you redeem your shares or if   WHAT IS A REDEMPTION?
you exchange your fund shares for shares in another          A REDEMPTION IS A SALE BY YOU TO THE FUND OF SOME OR ALL
Franklin Templeton Fund, you will generally have a gain or   OF YOUR SHARES IN THE FUND. THE PRICE PER SHARE YOU
loss that the IRS requires you to report on your income      RECEIVE WHEN YOU REDEEM FUND SHARES MAY BE MORE OR LESS
tax return. If you exchange fund shares held for 90 days     THAN THE PRICE AT WHICH YOU PURCHASED THOSE SHARES. AN
or less and pay no sales charge, or a reduced sales          EXCHANGE OF FUND SHARES FOR SHARES OF ANOTHER FRANKLIN
charge, for the new shares, all or a portion of the sales    TEMPLETON FUND IS TREATED AS A REDEMPTION OF FUND SHARES
charge you paid on the purchase of the shares you            AND THEN A PURCHASE OF SHARES OF THE OTHER FUND. WHEN
exchanged is not included in their cost for purposes of      YOU REDEEM OR EXCHANGE YOUR SHARES, YOU WILL GENERALLY
computing gain or loss on the exchange. If you hold your     HAVE A GAIN OR LOSS, DEPENDING UPON WHETHER THE AMOUNT
shares for six months or less, any loss you have will be     YOU RECEIVE FOR YOUR SHARES IS MORE OR LESS THAN YOUR
treated as a long-term capital loss to the extent of any     COST OR OTHER BASIS IN THE SHARES. CALL FUND INFORMATION
capital gain distributions received by you from the fund.    FOR A FREE FRANKLIN TEMPLETON TAX INFORMATION HANDBOOK
All or a portion of any loss on the redemption or exchange   IF YOU NEED MORE INFORMATION ON CALCULATING THE GAIN OR
of your shares will be disallowed by the IRS if you          LOSS ON THE REDEMPTION OR EXCHANGE OF YOUR SHARES.
purchase other shares in the fund within 30 days before or 
after your redemption or exchange.

</TABLE>

U.S.  GOVERNMENT  OBLIGATION  INTEREST.  Many states  grant  tax-free  status to
dividends  paid  from  interest  earned  on  direct   obligations  of  the  U.S.
government,  subject to certain  restrictions.  Each fund will  provide you with
information  at the end of each  calendar  year on the amount of such  dividends
that may qualify for  exemption  from  reporting on your  individual  income tax
return.

<TABLE>
<CAPTION>

<S>                                                                 <C>
FOREIGN TAXES. If more than 50% of the value of a fund's assets      WHAT IS A FOREIGN TAX CREDIT?
consists of foreign securities, the fund may elect to pass-through   A FOREIGN TAX CREDIT IS A TAX CREDIT FOR THE
to you the amount of foreign taxes it paid. If the fund makes this   AMOUNT OF TAXES IMPOSED BY A FOREIGN COUNTRY ON
election, your year-end statement will show more taxable income      EARNINGS OF A FUND. WHEN A FOREIGN COMPANY IN
than was actually distributed to you. However, you will be           WHICH THE FUND INVESTS PAYS A DIVIDEND TO THE
entitled to either deduct your share of such taxes in computing      FUND, THE DIVIDEND WILL GENERALLY BE SUBJECT TO
your taxable income or claim a foreign tax credit for such taxes     A WITHHOLDING TAX. THE TAXES WITHHELD IN FOREIGN
against your U.S. federal income tax. Your year-end statement,       COUNTRIES CREATE CREDITS THAT YOU MAY USE TO
showing the amount of deduction or credit available to you, will     OFFSET YOUR U.S. FEDERAL INCOME TAX.
be  distributed  to you in  January  along with  other  shareholder  information
records including your fund's IRS Form 1099-DIV.
 </TABLE>


                                                    Templeton Region Funds  21

PAGE

The Taxpayer  Relief Act of 1997  includes a provision  that allows you to claim
these credits  directly on your income tax return (IRS Form 1040) and eliminates
the  previous  requirement  that you  complete a detailed  supporting  form.  To
qualify,  you must have $600 or less in joint return foreign taxes ($300 or less
on a single  return),  all of which are reported to you on IRS Form  1099-DIV or
qualify as passive  investment-type  income if received from other sources. THIS
SIMPLIFIED PROCEDURE IS AVAILABLE BEGINNING WITH CALENDAR YEAR 1998.

NON-U.S. INVESTORS.  Ordinary dividends generally will be subject to U.S. income
tax withholding. Your home country may also tax ordinary dividends, capital gain
distributions  and gains  arising  from  redemptions  or  exchanges of your fund
shares. Fund shares held by the estate of a non-U.S.  investor may be subject to
U.S.  estate tax. You may wish to contact your tax advisor to determine the U.S.
and non-U.S.  tax  consequences  of your  investment  in the fund.  

STATE TAXES.  Ordinary dividends and capital gain distributions that you receive
from a fund,  and gains  arising  from  redemptions  or  exchanges  of your fund
shares,  will generally be subject to state and local income tax. The holding of
fund shares may also be subject to state and local  intangibles  taxes.  You may
wish to  contact  your  tax  advisor  to  determine  the  state  and  local  tax
consequences of your investment in the fund.


<TABLE>
 <CAPTION> 
<S>                                               <C> 

BACKUP WITHHOLDING.  When you open  an            WHAT IS A BACKUP WITHHOLDING?
account, IRS regulations require that you         BACKUP WITHHOLDING OCCURS WHEN A FUND IS REQUIRED
provide your taxpayer identification  number      TO WITHHOLD AND PAY OVER TO THE IRS 31% OF YOUR 
("TIN"), certify  that it is correct,  and        DISTRIBUTIONS AND REDEMPTION  PROCEEDS.  YOU CAN
and certify that you are not subject to backup    AVOID BACKUP WITHHOLDING BY PROVIDING THE FUND WITH
withholding under IRS rules. If you fail to       YOUR TIN, AND BY COMPLETING THE TAX  CERTIFICATIONS 
provide a correct TIN or the proper tax           ON YOUR SHAREHOLDER APPLICATION THAT YOU WERE ASKED
certifications,  a fund is required to withhold   TO SIGN WHEN YOU OPENED YOUR  ACCOUNT. HOWEVER, IF
31% of all the  distributions  (including         THE IRS INSTRUCTS THE FUND TO BEGIN BACKUP 
ordinary dividends and capital gain paid to       WITHHOLDING,  IT IS REQUIRED TO DO SO EVEN IF YOU
distributions), and redemption proceeds           PROVIDED THE FUND WITH YOUR TIN AND THESE TAX
you.  Each fund is also  required to              CERTIFICATIONS,  AND BACKUP  WITHHOLDING  WILL REMAIN 
begin backup withholding on                       IN PLACE UNTIL THE FUND IS  INSTRUCTED  BY THE IRS
your account if the IRS instructs the fund to     THAT IT IS NO LONGER REQUIRED.
do so. A fund reserves the right not to open your 
account,  or,  alternatively,  to redeem  your  shares at the  current net asset
value,  less any taxes  withheld,  if you fail to provide a correct TIN, fail to
provide the proper tax  certifications,  or the IRS  instructs the fund to begin
backup withholding on your account.
 </TABLE>


22  Templeton Region Funds

PAGE

THIS TAX  DISCUSSION  IS FOR GENERAL  INFORMATION  ONLY.  PROSPECTIVE  INVESTORS
SHOULD CONSULT THEIR OWN TAX ADVISORS  CONCERNING THE FEDERAL,  STATE,  LOCAL OR
FOREIGN  TAX  CONSEQUENCES  OF AN  INVESTMENT  IN THE  FUNDS.  A  MORE  COMPLETE
DISCUSSION  OF THESE  RULES AND  RELATED  MATTERS IS  CONTAINED  IN THE  SECTION
ENTITLED "ADDITIONAL INFORMATION ON DISTRIBUTIONS AND TAXES" IN THE SAI. THE TAX
TREATMENT TO YOU OF DIVIDENDS,  CAPITAL GAIN  DISTRIBUTIONS,  FOREIGN TAXES PAID
AND INCOME TAXES  WITHHELD IS ALSO  DISCUSSED IN A FREE  FRANKLIN  TEMPLETON TAX
INFORMATION HANDBOOK, WHICH YOU MAY REQUEST BY CONTACTING FUND INFORMATION.

HOW IS THE TRUST ORGANIZED?

Each  fund  is a  diversified  series  of  the  Trust,  an  open-end  management
investment company,  commonly called a mutual fund. The Trust was organized as a
Delaware business trust on December 21, 1993, and is registered with the SEC. As
of January 2, 1997,  Greater  European Fund began offering a new class of shares
designated   Templeton  Greater  European  Fund  -  Advisor  Class.  All  shares
outstanding  before the offering of Advisor  Class  shares have been  designated
Templeton  Greater European Fund - Class I and Templeton Greater European Fund -
Class II. As of January 2, 1997,  Latin America Fund began  offering a new class
of shares  designated  Templeton Latin America Fund - Advisor Class.  All shares
outstanding  before the offering of Advisor  Class  shares have been  designated
Templeton  Latin America Fund - Class I and Templeton Latin America Fund - Class
II. Additional series and classes of shares may be offered in the future.

Shares of each  class  represent  proportionate  interests  in the assets of the
respective fund and have the same voting and other rights and preferences as any
other class of the fund for matters that affect the fund as a whole. For matters
that only affect one class,  however,  only shareholders of that class may vote.
Each class  will vote  separately  on  matters  affecting  only that  class,  or
expressly  required to be voted on separately by state or federal law. Shares of
each class of a series have the same voting and other rights and  preferences as
the other classes and series of the Trust for matters that affect the Trust as a
whole.

The Trust has noncumulative  voting rights.  This gives holders of more than 50%
of the shares  voting the ability to elect all of the  members of the Board.  If
this happens,  holders of the remaining  shares voting will not be able to elect
anyone to the Board.

The Trust does not intend to hold annual  shareholder  meetings.  The Trust or a
series of the Trust may hold special  meetings,  however,  for matters requiring
shareholder  approval.  A  meeting  may  also  be  called  by the  Board  in its
discretion  or for the purpose of  considering  the removal of a Board member if
requested  in  writing  to do so by  shareholders  holding  at least  10% of the

                                                    Templeton Region Funds  23

PAGE

outstanding shares.  In  certain  circumstances,  we are  required  to help you
communicate with other shareholders about the removal of a Board member.

As of May 15,  1998,  Charles  Schwab & Co. Inc.  and  Franklin  Templeton  Fund
Allocator Growth Target Fund each owned of record and beneficially more than 25%
of the outstanding Advisor Class shares of Greater European Fund.


ABOUT YOUR ACCOUNT

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.

1. Read this prospectus carefully.

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

   /bullet/    To open a regular, non-retirement account               $1,000
   /bullet/    To open an IRA, IRA Rollover, 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**
               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.

24  Templeton Region Funds

PAGE

                                                  

4.  Make your investment using the table below.


METHOD                        STEPS TO FOLLOW
- -------------------------------------------------------------------------------
BY MAIL                       For an initial investment:
                                Return the application to the respective 
                                fund with your check made payable to that 
                                fund.

                              For additional investments:
                                Send a check made payable to the respective
                                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 respective fund.

                              IMPORTANT DEADLINES: If we receive your call
                              before 4:00 p.m. Eastern time and the bank 
                              receives the wired funds and reports the receipt
                              of wired funds to the fund by 6:00 p.m. Eastern
                              time, we will credit the purchase to your
                              account that day. If we receive your call after 
                              4:00 p.m. or the bank receives  the wire after 
                              6:00 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.

                                                  Templeton Region Funds   25

PAGE


<TABLE>
<CAPTION>

                         CLASS I                                             CLASS II
<S>       <C>                                                 <C>     <C>

/bullet/  Higher front-end sales charges than Class II      /bullet/  Lower front-end sales charges than 
          shares. There are several ways to reduce these              Class I shares
          charges, as described below. There is no front-
          end sales charge for purchases of $1 million or 
          more.*

/bullet/  Contingent  Deferred Sales Charge on purchases    /bullet/  Contingent Deferred Sales Charge on 
          of $1 million or more sold within one year                  purchases sold within 18 months

/bullet/  Lower annual expenses than Class II shares        /bullet/  Higher annual expenses than Class I 
                                                                      shares
</TABLE>

*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. 

 <TABLE>
<CAPTION>

                                           TOTAL SALES CHARGE           
                                           AS A PERCENTAGE OF           AMOUNT PAID TO
                                        -------------------------       DEALER AS A
AMOUNT OF PURCHASE                      OFFERING       NET AMOUNT       PERCENTAGE OF
AT OFFERING PRICE                        PRICE          INVESTED        OFFERING PRICE
<S>                                       <C>          <C>              <C>
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%
</TABLE>

*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."

26  Templeton Region Funds

PAGE


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:

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

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

/bullet/  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.

/bullet/  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.

                                                  Templeton Region Funds   27

PAGE


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:

/bullet/  Was formed at least six months ago,

/bullet/  Has a purpose other than buying fund shares at a discount,

/bullet/  Has more than 10 members,

/bullet/  Can arrange for meetings between our representatives and group 
          members,

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

/bullet/  Agrees to arrange for payroll deduction or other bulk transmission of 
          investments to the respective fund, and

/bullet/  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 a 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 a 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 a 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 a 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 a fund.

28  Templeton Region Funds

PAGE


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.

                                                   Templeton Region Funds   29

PAGE


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 a  fund  is
         permissible and suitable for you and the effect, if any, of payments by
         a 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


30  Templeton Region Funds

PAGE

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 a
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 funds.
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 a
fund or its shareholders.

                                                    Templeton Region Funds   31

PAGE

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 a 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.

MAY I EXCHANGE SHARES FOR SHARES OF ANOTHER FUND?

We  offer a wide  variety  of  funds.  If you  would  like,  you can  move  your
investment  from your fund  account  to an  existing  or new  account in another
Franklin Templeton Fund (an "exchange").  Because it is technically a sale and a
purchase of shares, an exchange is a taxable transaction.

If you own Class I shares,  you may exchange  into any of our money funds except
Franklin  Templeton  Money Fund II ("Money Fund II").  Money Fund II is the only

32  Templeton Region Funds

PAGE


money fund exchange option available to Class II shareholders.  Unlike our other
money funds, shares of Money Fund II may not be purchased directly and no drafts
(checks) may be written on Money Fund II accounts.

Before  making  an  exchange,  please  read the  prospectus  of the fund you are
interested in. This will help you learn about the fund, its investment  goal and
policies,  and its rules and  requirements  for  exchanges.  For  example,  some
Franklin  Templeton Funds do not accept  exchanges and others may have different
investment minimums. Some Franklin Templeton Funds do not offer Class II shares.


METHOD                        STEPS TO FOLLOW
- -------------------------------------------------------------------------------
BY MAIL                       1. Send us signed written instructions

                              2. Include any outstanding share certificates for 
                                 the shares you want to exchange
- -------------------------------------------------------------------------------
BY PHONE                      Call Shareholder Services or TeleFACTS(R)
                                 If  you  do  not  want  the  ability  to
                                 exchange   by  phone  to  apply  to  your
                                 account, please let us know.
- -------------------------------------------------------------------------------
THROUGH YOUR DEALER           Call your investment representative
- -------------------------------------------------------------------------------

Please refer to  "Transaction  Procedures  and Special  Requirements"  for other
important information on how to exchange shares.

WILL SALES CHARGES APPLY TO MY EXCHANGE?

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.

CONTINGENT DEFERRED SALES CHARGE. We will not impose a Contingent Deferred Sales
Charge when you exchange  shares.  Any shares  subject to a Contingent  Deferred
Sales Charge at the time of exchange, however, will remain so in the new fund.

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.


                                                  Templeton Region Funds   33

PAGE


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.

For more information about the Contingent Deferred Sales Charge, please see "How
Do I Sell Shares?"

EXCHANGE RESTRICTIONS

Please be aware that the following restrictions apply to exchanges:

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

/bullet/  You may only exchange shares within the SAME CLASS, except as noted 
          below.

/bullet/  The accounts must be identically registered. You may, however,
          exchange  shares from a fund account  requiring two or more signatures
          into an identically  registered money fund account  requiring only one
          signature for all transactions.  PLEASE NOTIFY US IN WRITING IF YOU DO
          NOT WANT  THIS  OPTION TO BE  AVAILABLE  ON YOUR  ACCOUNT.  Additional
          procedures may apply.  Please see "Transaction  Procedures and Special
          Requirements."

/bullet/  Trust Company IRA or 403(b)  retirement  plan accounts may exchange 
          shares as described  above.  Restrictions  may apply to other types of
          retirement  plans.   Please  contact   Retirement  Plan  Services  for
          information on exchanges within these plans.

/bullet/  The fund you are exchanging into must be eligible for sale in your 
          state.

/bullet/  We may modify or discontinue our exchange policy if we give you 60 
          days' written notice.

/bullet/  Your exchange may be restricted or refused if you have: (i) requested
          an exchange  out of the fund  within two weeks of an earlier  exchange
          request,  (ii)  exchanged  shares out of the fund more than twice in a
          calendar  quarter,  or  (iii)  exchanged  shares  equal to at least $5
          million, or more than 1% of the fund's net assets. Shares under common
          ownership  or  control  are  combined  for these  limits.  If you have
          exchanged  shares  as  described  in  this  paragraph,   you  will  be
          considered  a  Market  Timer.  Each  exchange  by a Market  Timer,  if
          accepted,  will be  charged  $5.00.  Some of our  funds  do not  allow
          investments by Market Timers.

34  Templeton Region Funds

PAGE



Because   excessive   trading  can  hurt  fund   performance,   operations   and
shareholders, we may refuse any exchange purchase if (i) we believe a fund would
be  harmed  or  unable  to  invest  effectively,  or  (ii)  a fund  receives  or
anticipates simultaneous orders that may significantly affect the fund.

LIMITED EXCHANGES BETWEEN DIFFERENT CLASSES OF SHARES

Certain  funds in the  Franklin  Templeton  Funds  offer  classes  of shares not
offered by the funds, such as "Class Z" shares.  Certain shareholders of Class Z
shares of Franklin Mutual Series Fund Inc. may exchange their Class Z shares for
Class I shares of the funds at Net Asset Value.

HOW DO I SELL SHARES?

You may sell (redeem) your shares at any time.


METHOD                        STEPS TO FOLLOW
- -------------------------------------------------------------------------------
BY MAIL                       1. Send us signed written instructions. If you 
                                 would like your redemption proceeds wired to
                                 a bank account, your instructions should
                                 include:

                                 /bullet/ The name, address and telephone number
                                          of the bank where you want the
                                          proceeds sent

                                 /bullet/ Your bank account number

                                 /bullet/ The Federal Reserve ABA routing number

                                 /bullet/ If you are using a savings and loan or
                                          credit union, the name of the
                                          corresponding bank and the account 
                                          number

                              2. Include any outstanding share certificates for 
                                 the shares you are selling

                              3. Provide a signature guarantee if required

                              4. Corporate, partnership and trust accounts may
                                 need to send additional documents. Accounts
                                 under court jurisdiction may have other 
                                 requirements.


                                                    Templeton Region Funds   35

PAGE

METHOD                        STEPS TO FOLLOW
- -------------------------------------------------------------------------------
BY PHONE                      Call Shareholder Services. If you would like
                              your redemption  proceeds wired to a bank
                              account, other than an escrow account, you must
                              first sign up for the wire feature. To sign up,
                              send us written instructions, with a signature 
                              guarantee. To avoid any delay in  processing,  
                              the instructions should include the items listed
                              in "By Mail" above.

                              Telephone requests will be accepted:

                              /bullet/  If the request is $50,000 or less. 
                                        Institutional accounts may exceed
                                        $50,000 by completing a separate 
                                        agreement. Call Institutional Services
                                        to receive a copy.

                              /bullet/  If there are no share  certificates
                                        issued  for the  shares  you want to
                                        sell or you  have  already  returned
                                        them to the fund

                              /bullet/  Unless you are selling shares in a Trust
                                        Company retirement plan account

                              /bullet/  Unless the address on your account was 
                                        changed by phone within the last 15 days

                              /bullet/  If you do not want the ability to redeem
                                        by phone to apply to your account, 
                                        please let us know.
- -------------------------------------------------------------------------------
THROUGH YOUR DEALER           Call your investment representative
- -------------------------------------------------------------------------------

We will send your  redemption  check  within  seven days  after we receive  your
request in proper  form.  If you would  like the check sent to an address  other
than the address of record or made payable to someone other than the  registered
owners on the  account,  send us  written  instructions  signed  by all  account
owners, with a signature  guarantee.  We are not able to receive or pay out cash
in the form of currency.

The wiring of redemption  proceeds is a special  service that we make  available
whenever possible for redemption  requests of $1,000 or more. If we receive your
request in proper form before 4:00 p.m.  Eastern time, your wire payment will be
sent the next business day. For requests received in proper form after 4:00 p.m.
Eastern time, the payment will be sent the second business day. By offering this
service to you, the funds are not bound to meet any  redemption  request in less
than the seven day period  prescribed by law. Neither the funds nor their agents
shall be liable to you or any other  person if,  for any  reason,  a  redemption
request by wire is not processed as described in this section.

If you sell shares you recently  purchased  with a check or draft,  we may delay
sending you the proceeds  until your check or draft has cleared,  which may take
seven  business  days or more. A certified or cashier's  check may clear in less
time.


36  Templeton Region Funds


PAGE


Under unusual circumstances,  we may suspend redemptions or postpone payment for
more than seven days as permitted by federal securities law.

Please refer to  "Transaction  Procedures  and Special  Requirements"  for other
important information on how to sell shares.

TRUST COMPANY RETIREMENT PLAN ACCOUNTS

To comply with IRS  regulations,  you need to complete  additional  forms before
selling  shares  in a Trust  Company  retirement  plan  account.  Tax  penalties
generally apply to any distribution  from these plans to a participant under age
59 1/2, unless the distribution meets an exception stated in the Code. To obtain
the necessary forms, please call Retirement Plan Services.

CONTINGENT DEFERRED SALES CHARGE

For Class I purchases,  if you did not pay a front-end  sales charge because you
invested  $1  million  or more or agreed to invest $1  million  or more  under a
Letter of Intent,  a Contingent  Deferred Sales Charge may apply if you sell all
or a part of your  investment  within  the  Contingency  Period.  Once  you have
invested $1 million or more, any additional Class I investments you make without
a sales charge may also be subject to a Contingent Deferred Sales Charge if they
are sold within the Contingency Period. For any Class II purchase,  a Contingent
Deferred  Sales Charge may apply if you sell the shares  within the  Contingency
Period.  The charge is 1% of the value of the shares sold or the Net Asset Value
at the time of purchase, whichever is less.

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.

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.

WAIVERS. We waive the Contingent Deferred Sales Charge for:

/bullet/  Account fees

                                                    Templeton Region Funds  37


PAGE

/bullet/  Sales of shares  purchased  without a  front-end  sales  charge by 
          certain  retirement plan accounts if (i) the account was opened before
          May 1,  1997,  or (ii) the  Securities  Dealer  of record  received  a
          payment from Distributors of 0.25% or less, or (iii)  Distributors did
          not make any  payment in  connection  with the  purchase,  or (iv) the
          Securities Dealer of record has entered into a supplemental  agreement
          with Distributors

/bullet/  Redemptions by a fund when an account falls below the minimum required
          account size

/bullet/  Redemptions following the death of the shareholder or beneficial owner

/bullet/  Redemptions through a systematic withdrawal plan, at a rate of up to
          1% a month of an  account's  Net  Asset  Value.  For  example,  if you
          maintain  an annual  balance of $1 million in Class I shares,  you can
          redeem up to $120,000  annually  through a systematic  withdrawal plan
          free of charge. Likewise, if you maintain an annual balance of $10,000
          in Class II shares, $1,200 may be redeemed annually free of charge.

/bullet/  Distributions from IRAs due to death or disability or upon periodic
          distributions based on life expectancy

/bullet/  Returns of excess contributions from employee benefit plans

/bullet/  Redemptions by Trust Company employee benefit plans or employee
          benefit plans serviced by ValuSelect(R)

/bullet/  Participant initiated distributions from employee benefit plans or
          participant  initiated  exchanges among investment choices in employee
          benefit plans

WHAT DISTRIBUTIONS MIGHT I RECEIVE FROM THE FUNDS?

Each fund intends to pay a dividend at least annually representing substantially
all of its net investment income and any net realized capital gains.

Dividends and capital gains are calculated and distributed the same way for each
class.  The  amount of any income  dividends  per share  will  differ,  however,
generally due to the difference in the Rule 12b-1 fees of Class I and Class II.

Dividend payments are not guaranteed,  are subject to the Board's discretion and
may vary with each  payment.  THE FUNDS DO NOT PAY  "INTEREST"  OR GUARANTEE ANY
FIXED RATE OF RETURN ON AN INVESTMENT IN THEIR SHARES.

If you buy shares shortly  before the record date,  please keep in mind that any
distribution  will  lower the value of the  fund's  shares by the  amount of the

38  Templeton Region Funds

PAGE

distribution  and you WILL THEN  RECEIVE A PORTION OF THE PRICE YOU PAID BACK IN
THE FORM OF A TAXABLE DISTRIBUTION.

DISTRIBUTION OPTIONS

You may receive your distributions from the fund in any of these ways:

1. BUY ADDITIONAL SHARES OF THE FUND - You may buy additional shares of the fund
(without a sales charge or imposition of a Contingent  Deferred Sales Charge) by
reinvesting capital gain distributions, dividend distributions, or both. This is
a convenient way to accumulate  additional  shares and maintain or increase your
earnings base.

2.  BUY  SHARES  OF  OTHER  FRANKLIN  TEMPLETON  FUNDS  - You  may  direct  your
distributions to buy shares of another Franklin  Templeton Fund (without a sales
charge or imposition of a Contingent  Deferred Sales Charge).  Many shareholders
find this a convenient way to diversify their investments.

3. RECEIVE  DISTRIBUTIONS IN CASH - You may receive capital gain  distributions,
dividend  distributions,  or both in cash. If you have the money sent to another
person or to a checking account, you may need a signature guarantee.

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.

TO  SELECT  ONE  OF  THESE  OPTIONS,  PLEASE  COMPLETE  SECTIONS  6 AND 7 OF THE
SHAREHOLDER  APPLICATION  INCLUDED WITH THIS  PROSPECTUS OR TELL YOUR INVESTMENT
REPRESENTATIVE  WHICH OPTION YOU PREFER. IF YOU DO NOT SELECT AN OPTION, WE WILL
AUTOMATICALLY REINVEST DIVIDEND AND CAPITAL GAIN DISTRIBUTIONS IN THE SAME CLASS
OF THE RESPECTIVE FUND. You may change your  distribution  option at any time by
notifying  us by mail or phone.  Please  allow at least  seven  days  before the
record  date for us to process  the new  option.  For Trust  Company  retirement
plans, special forms are required to receive distributions in cash.

TRANSACTION PROCEDURES AND SPECIAL REQUIREMENTS

SHARE PRICE

When you buy shares, you pay the Offering Price. This is the Net Asset Value per
share of the class you wish to purchase, plus any applicable sales charges. When

                                                    Templeton Region Funds   39

PAGE

you sell shares,  you receive the Net Asset Value per share minus any applicable
Contingent Deferred Sales Charges.

The  Net  Asset  Value  we use  when  you  buy or sell  shares  is the one  next
calculated after we receive your transaction  request in proper form. If you buy
or sell shares  through your  Securities  Dealer,  however,  we will use the Net
Asset Value next calculated after your Securities  Dealer receives your request,
which is promptly  transmitted to the fund.  Your  redemption  proceeds will not
earn  interest  between  the time we receive  the order from your dealer and the
time we receive any required documents.

HOW AND WHEN SHARES ARE PRICED

The funds are open for business  each day the NYSE is open. We determine the Net
Asset Value per share of each class as of the close of the NYSE,  normally  4:00
p.m.  Eastern  time.  You can find the prior  day's  closing Net Asset Value and
Offering Price for each class in many newspapers.

The Net Asset Value of all  outstanding  shares of each class is calculated on a
pro rata basis. It is based on each class'  proportionate  participation  in the
respective  fund,  determined  by the value of the  shares of each  class.  Each
class, however,  bears the Rule 12b-1 fees payable under its Rule 12b-1 plan. To
calculate Net Asset Value per share of each class,  the assets of each class are
valued and totaled,  liabilities  are  subtracted,  and the balance,  called net
assets, is divided by the number of shares of the class outstanding. Each fund's
assets are valued as described under "How Are Fund Shares Valued?" in the SAI.

WRITTEN INSTRUCTIONS

Written instructions must be signed by all registered owners. To avoid any delay
in processing your transaction, they should include:

/bullet/  Your name,

/bullet/  The fund's name,

/bullet/  The class of shares,

/bullet/  A description of the request,

/bullet/  For exchanges, the name of the fund you are exchanging into,

/bullet/  Your account number,

/bullet/  The dollar amount or number of shares, and


40  Templeton Region Funds

PAGE

/bullet/  A telephone number where we may reach you during the day, or in the
          evening if preferred.

JOINT  ACCOUNTS.  For accounts with more than one  registered  owner,  we accept
written  instructions signed by only one owner for certain types of transactions
or account changes. These include transactions or account changes that you could
also make by phone,  such as certain  redemptions of $50,000 or less,  exchanges
between identically  registered accounts,  and changes to the address of record.
For most other types of transactions or changes,  written  instructions  must be
signed by all registered owners.

Please  keep in mind  that if you have  previously  told us that you do not want
telephone  exchange or redemption  privileges on your account,  then we can only
accept written  instructions  to exchange or redeem shares if they are signed by
all registered owners on the account.

SIGNATURE GUARANTEES

For our mutual protection, we require a signature guarantee in the following
situations:

1)   You wish to sell over $50,000 worth of shares,

2)   You want the  proceeds to be paid to someone other than the registered
     owners,

3)   The  proceeds  are not being sent to the  address of record, preauthorized
     bank account, or preauthorized brokerage firm account,

4)   We receive instructions from an agent, not the registered owners,

5)   We believe a signature  guarantee would protect us against potential claims
     based on the instructions received.

A signature guarantee verifies the authenticity of your signature. You should be
able to obtain a signature guarantee from a bank, broker,  credit union, savings
association, clearing agency, or securities exchange or association. A NOTARIZED
SIGNATURE IS NOT SUFFICIENT.

SHARE CERTIFICATES

We will  credit  your  shares  to  your  fund  account.  We do not  issue  share
certificates  unless you  specifically  request them. This eliminates the costly
problem of replacing lost, stolen or destroyed certificates. If a certificate is
lost, stolen or destroyed,  you may have to pay an insurance premium of up to 2%
of the value of the certificate to replace it.

Any outstanding  share  certificates must be returned to the fund if you want to
sell or  exchange  those  shares  or if you  would  like to  start a  systematic

                                                    Templeton Region Funds  41

PAGE

withdrawal plan. The certificates  should be properly endorsed.  You can do this
either  by  signing  the  back  of the  certificate  or by  completing  a  share
assignment  form.  For your  protection,  you may  prefer  to  complete  a share
assignment  form and to send the  certificate  and  assignment  form in separate
envelopes.

TELEPHONE TRANSACTIONS

You may initiate many transactions and changes to your account by phone.  Please
refer to the sections of this  prospectus that discuss the transaction you would
like to make or call Shareholder Services.

When you call,  we will request  personal or other  identifying  information  to
confirm that  instructions  are genuine.  We may also record calls. If our lines
are busy or you are otherwise  unable to reach us by phone,  you may wish to ask
your investment  representative for assistance or send us written  instructions,
as described elsewhere in this prospectus.

For your  protection,  we may delay a transaction or not implement one if we are
not reasonably  satisfied that the instructions are genuine.  If this occurs, we
will not be liable  for any loss.  We also will not be liable for any loss if we
follow  instructions  by phone that we reasonably  believe are genuine or if you
are unable to execute a transaction by phone.

TRUST COMPANY  RETIREMENT PLAN ACCOUNTS.  We cannot accept  instructions to sell
shares or change  distribution  options  on Trust  Company  retirement  plans by
phone.  While you may exchange shares of Trust Company IRA and 403(b) retirement
accounts  by phone,  certain  restrictions  may be imposed  on other  retirement
plans.

To obtain any required forms or more information about  distribution or transfer
procedures, please call Retirement Plan Services.

ACCOUNT REGISTRATIONS AND REQUIRED DOCUMENTS

When  you open an  account,  we need  you to tell us how you  want  your  shares
registered.  How you register your account will affect your ownership rights and
ability  to make  certain  transactions.  If you  have  questions  about  how to
register your account,  you should  consult your  investment  representative  or
legal advisor.  Please keep the following  information in mind when  registering
your account.

JOINT OWNERSHIP. If you open an account with two or more owners, we register the
account  as "joint  tenants  with  rights of  survivorship"  unless  you tell us
otherwise.  An account registered as "joint tenants with rights of survivorship"
is shown as "Jt Ten" on your account statement. For any account with two or more

42  Templeton Region Funds

PAGE

owners, we cannot accept instructions to change owners on the account unless ALL
owners agree in writing,  even if the law in your state says  otherwise.  If you
would like  another  person or owner to sign for you,  please  send us a current
power of attorney.

GIFTS AND  TRANSFERS TO MINORS.  You may set up a custodial  account for a minor
under your state's Uniform  Gifts/Transfers  to Minors Act. Other than this form
of registration, a minor may not be named as an account owner.

TRUSTS.  You should  register  your  account as a trust only if you have a valid
written trust  document.  This avoids future  disputes or possible  court action
over who owns the account.

REQUIRED DOCUMENTS. For corporate,  partnership and trust accounts,  please send
us the  following  documents  when you open your  account.  This will help avoid
delays in  processing  your  transactions  while we  verify  who may sign on the
account.


TYPE OF ACCOUNT               DOCUMENTS REQUIRED
- -------------------------------------------------------------------------------
CORPORATION                   Corporate Resolution
- -------------------------------------------------------------------------------
PARTNERSHIP                   1. The pages from the partnership agreement that
                                 identify the general partners, or
                              2. A certification for a partnership agreement
- -------------------------------------------------------------------------------
TRUST                         1. The pages from the trust document that 
                                 identify the trustees, or
                              2. A certification for trust
- -------------------------------------------------------------------------------

STREET OR  NOMINEE  ACCOUNTS.  If you have fund  shares  held in a  "street"  or
"nominee" name account with your Securities  Dealer, you may transfer the shares
to the street or nominee name account of another Securities Dealer. Both dealers
must have an agreement  with  Distributors  or we cannot  process the  transfer.
Contact your  Securities  Dealer to initiate the  transfer.  We will process the
transfer  after we receive  authorization  in proper  form from your  delivering
Securities Dealer. Accounts may be transferred  electronically through the NSCC.
For accounts  registered  in street or nominee  name,  we may take  instructions
directly from the Securities Dealer or your nominee.

IMPORTANT INFORMATION IF YOU HAVE AN INVESTMENT REPRESENTATIVE

If there is a  Securities  Dealer  or other  representative  of  record  on your
account, we are authorized: (1) to provide confirmations, account statements and
other   information   about  your  account   directly  to  your  dealer   and/or
representative; and (2) to accept telephone and electronic instructions directly
from your dealer or representative, including instructions to exchange or redeem

                                                    Templeton Region Funds   43

PAGE

your  shares.  Electronic  instructions  may be  processed  through  established
electronic   trading   systems  and  programs  used  by  the  funds.   Telephone
instructions  directly from your representative will be accepted unless you have
told us that you do not want telephone privileges to apply to your account.

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.

SERVICES TO HELP YOU MANAGE YOUR ACCOUNT

AUTOMATIC INVESTMENT PLAN

Our automatic  investment  plan offers a convenient  way to invest in each fund.
Under the plan, you can have money transferred  automatically from your checking
account to the fund each month to buy additional  shares.  If you are interested
in this program,  please refer to the shareholder application included with this
prospectus  or contact  your  investment  representative.  The market value of a
fund's shares may fluctuate and a systematic  investment  plan such as this will
not assure a profit or protect  against a loss. You may  discontinue the program
at any time by notifying Investor Services by mail or phone.

SYSTEMATIC WITHDRAWAL PLAN

Our  systematic  withdrawal  plan  allows you to sell your  shares  and  receive
regular payments from your account on a monthly, quarterly, semiannual or annual
basis. The value of your account must be at least $5,000 and the minimum payment
amount for each withdrawal must be at least $50. For retirement plans subject to
mandatory distribution requirements, the $50 minimum will not apply.

If you would like to establish a systematic withdrawal plan, please complete the
systematic withdrawal plan section of the shareholder  application included with
this  prospectus and indicate how you would like to receive your  payments.  You
may choose to direct  your  payments  to buy the same class of shares of another

44  Templeton Region Funds

PAGE

Franklin  Templeton  Fund or have the money  sent  directly  to you,  to another
person,  or  to  a  checking  account.  Once  your  plan  is  established,   any
distributions paid by a fund will be automatically reinvested in your account.

You will  generally  receive  your  payment  by the end of the  month in which a
payment is  scheduled.  When you sell your shares under a systematic  withdrawal
plan, it is a taxable transaction.

To avoid  paying  sales  charges  on money you plan to  withdraw  within a short
period of time, you may not want to set up a systematic  withdrawal  plan if you
plan to buy shares on a regular  basis.  Shares  sold under the plan may also be
subject to a Contingent Deferred Sales Charge.  Please see "Contingent  Deferred
Sales Charge" under "How Do I Sell Shares?"

You may discontinue a systematic withdrawal plan, change the amount and schedule
of  withdrawal  payments,  or suspend one payment by  notifying us by mail or by
phone at least  seven  business  days  before the end of the month  preceding  a
scheduled  payment.  Please  see "How Do I Buy,  Sell  and  Exchange  Shares?  -
Systematic Withdrawal Plan" in the SAI for more information.

TELEFACTS(R)

From a touch-tone phone, you may call our TeleFACTS(R)  system (day or night) at
1-800/247-1753 to:

/bullet/  obtain information about your account;

/bullet/  obtain price and performance information about any Franklin Templeton 
          Fund;

/bullet/  exchange shares (within the same class) between identically registered
          Franklin Templeton Class I and Class II accounts; and

/bullet/  request duplicate statements and deposit slips for Franklin Templeton 
          accounts.

/bullet/  You will  need the code  number  for each  class to use TeleFACTS(R). 
          The code  number is 419 for  Class I and 519 for  Class II of  Greater
          European  Fund,  and 418 for  Class I and 518 for  Class  II of  Latin
          America Fund.

STATEMENTS AND REPORTS TO SHAREHOLDERS

We will send you the following statements and reports on a regular basis:

/bullet/  Confirmation and account statements reflecting transactions in your
          account,  including additional  purchases and dividend  reinvestments.
          PLEASE VERIFY THE ACCURACY OF YOUR STATEMENTS WHEN YOU RECEIVE THEM.


                                                     Templeton Region Funds  45
  
PAGE

/bullet/  Financial reports of the funds will be sent every six  months.  To 
          reduce  fund  expenses,  we attempt to identify  related  shareholders
          within a  household  and send  only one copy of a  report.  Call  Fund
          Information  if you  would  like an  additional  free copy of a fund's
          financial reports.

INSTITUTIONAL ACCOUNTS

Additional  methods of buying,  selling or exchanging shares of each fund may be
available  to  institutional  accounts.  Institutional  investors  may  also  be
required to complete an institutional account application. For more information,
call Institutional Services.

AVAILABILITY OF THESE SERVICES

The services above are available to most shareholders.  If, however, your shares
are held by a financial  institution,  in a street name  account,  or  networked
through  the NSCC,  a fund may not be able to offer these  services  directly to
you. Please contact your investment representative.

WHAT IF I HAVE QUESTIONS ABOUT MY ACCOUNT?

If you have any questions about your account, you may write to Investor Services
at 100 Fountain Parkway, P.O. Box 33030, St. Petersburg, Florida 33733-8030. The
funds and  Distributors  are also located at this  address.  Global  Advisors is
located at P.O. Box N-7759, Lyford Cay, Nassau,  Bahamas.  Investment Counsel is
located at 500 East Broward Boulevard, Fort Lauderdale,  Florida 33394-3091. You
may also contact us by phone at one of the numbers listed below.

<TABLE>
<CAPTION>
                                                                          HOURS OF OPERATION
                                                                          (EASTERN TIME)
DEPARTMENT NAME                              TELEPHONE NO.                (MONDAY THROUGH FRIDAY)
- ---------------                              -------------                -----------------------
<S>                                          <C>                          <C>
Shareholder Services                         1-800/632-2301               8:30 a.m. to 8:00 p.m.
Dealer Services                              1-800/524-4040               8:30 a.m. to 8:00 p.m.
Fund Information                             1-800/DIAL BEN               8:30 a.m. to 11:00 p.m.
                                             (1-800/342-5236)             9:30 a.m. to 5:30 p.m.
                                                                          (Saturday)
Retirement Plan Services                     1-800/527-2020               8:30 a.m. to 8:00 p.m.
Institutional Services                       1-800/321-8563               9:00 a.m. to 8:00 p.m.
TDD (hearing impaired)                       1-800/851-0637               8:30 a.m. to 8:00 p.m.
</TABLE>

Your phone call may be  monitored or recorded to ensure we provide you with high
quality  service.  You will  hear a regular  beeping  tone if your call is being
recorded.


46  Templeton Region Funds   

PAGE

GLOSSARY

USEFUL TERMS AND DEFINITIONS

BOARD - The Board of Trustees of the Trust

CD - Certificate of deposit

CLASS I, CLASS II AND ADVISOR  CLASS - Each fund offers three classes of shares,
designated  "Class I," "Class II," and "Advisor  Class." The three  classes have
proportionate  interests  in  the  respective  fund's  portfolio.  They  differ,
however, primarily in their sales charge and expense structures.

CODE - Internal Revenue Code of 1986, as amended

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 begins on the day you buy your shares.
For example, if you buy shares on the 18th of the month, they will age one month
on the 18th day of the next month and each following month.

CONTINGENT DEFERRED SALES CHARGE (CDSC) - A sales charge of 1% that may apply if
you sell your shares within the Contingency Period.

DEPOSITARY  RECEIPTS - Certificates that give their holders the right to receive
securities  (a) of a foreign  issuer  deposited in a U.S.  bank or trust company
(American  Depositary  Receipts,  "ADRs");  or (b) of a foreign  or U.S.  issuer
deposited in a foreign bank or trust company (Global Depositary Receipts, "GDRs"
or European Depositary Receipts, "EDRs").

DISTRIBUTORS  -  Franklin/Templeton  Distributors,  Inc.,  the funds'  principal
underwriter.  The SAI lists the  officers and Board  members who are  affiliated
with Distributors. See "Officers and Trustees."

ELIGIBLE  GOVERNMENTAL  AUTHORITY  -  Any  state  or  local  government  or  any
instrumentality,  department,  authority or agency  thereof that has  determined
either fund is a legally permissible  investment and that can only buy shares of
the respective fund without paying sales charges.

FRANKLIN  TEMPLETON  FUNDS - The U.S.  registered  mutual  funds in the Franklin
Group of Funds(R) and the  Templeton  Group of Funds except  Franklin  Valuemark
Funds, Templeton Capital Accumulator Fund, Inc., and Templeton Variable Products
Series Fund

FRANKLIN  TEMPLETON GROUP - Franklin  Resources,  Inc., a publicly owned holding
company, and its various subsidiaries


                                                    Templeton Region Funds   47

PAGE

FRANKLIN TEMPLETON GROUP OF FUNDS - All U.S. registered  investment companies in
the Franklin Group of Funds(R) and the Templeton Group of Funds

FT SERVICES - Franklin Templeton Services, Inc., the funds' administrator

GLOBAL ADVISORS - Templeton  Global Advisors  Limited,  Greater  European Fund's
investment manager

INVESTMENT COUNSEL - Templeton  Investment  Counsel,  Inc., Latin America Fund's
investment manager

INVESTMENT MANAGER(S) - Global Advisors and Investment Counsel

INVESTOR  SERVICES -  Franklin/Templeton  Investor  Services,  Inc.,  the funds'
shareholder servicing and transfer agent

IRA - Individual  retirement  account or annuity  qualified under section 408 of
the Code

IRS - Internal Revenue Service

LETTER - Letter of Intent

MARKET  TIMERS  -  Market  Timers  generally  include  market  timing  or  asset
allocation services, accounts administered so as to buy, sell or exchange shares
based  on  predetermined  market  indicators,  or  any  person  or  group  whose
transactions  seem to  follow a timing  pattern  or whose  transactions  include
frequent or large exchanges.

MOODY'S - Moody's Investors Service, Inc.

NASD - National Association of Securities Dealers, Inc.

NET ASSET VALUE (NAV) - The value of a mutual fund is  determined  by  deducting
the fund's  liabilities  from the total assets of the  portfolio.  The net asset
value per share is determined by dividing the net asset value of the fund by the
number of shares outstanding.

NSCC - National Securities Clearing Corporation

NYSE - New York Stock Exchange

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. We  calculate
the offering price to two decimal places using standard rounding criteria.

QUALIFIED  RETIREMENT PLANS - An employer  sponsored  pension or  profit-sharing
plan that  qualifies  under section 401 of the Code.  Examples  include  401(k),
money purchase pension, profit sharing and defined benefit plans.


48  Templeton Region Funds

PAGE

RESOURCES - Franklin Resources, Inc.

SAI - Statement of Additional Information

S&P - Standard & Poor's Corporation

SEC - U.S. Securities and Exchange Commission

SECURITIES  DEALER - A financial  institution  that,  either directly or through
affiliates,  has an agreement with  Distributors  to handle  customer orders and
accounts with the funds.  This  reference is for  convenience  only and does not
indicate a legal conclusion of capacity.

SEP - An employer sponsored  simplified  employee pension plan established under
section 408(k) of the Code

SIMPLE  (SAVINGS  INCENTIVE  MATCH PLAN FOR  EMPLOYEES) - An employer  sponsored
salary deferral plan established under section 408(p) of the Code

TELEFACTS(R) - Franklin Templeton's automated customer servicing system

TRUST COMPANY - Franklin Templeton Trust Company.  Trust Company is an affiliate
of Distributors and both are wholly owned subsidiaries of Resources.

WE/OUR/US - Unless the context indicates a different meaning,  these terms refer
to the fund(s) and/or  Investor  Services,  Distributors,  or other wholly owned
subsidiaries of Resources.




                                                   Templeton Region Funds   49

PAGE

INSTRUCTIONS AND  IMPORTANT  NOTICE

SUBSTITUTE W-9 INSTRUCTIONS INFORMATION

GENERAL.  Backup withholding is not an additional tax. Rather, the tax liability
of persons  subject to backup  withholding  will be reduced by the amount of tax
withheld.  If  withholding  results in an  overpayment of taxes, a refund may be
obtained from the IRS.

OBTAINING  A  NUMBER.  If you do not  have  a  Social  Security  Number/Taxpayer
Identification Number or you do not know your SSN/TIN, you must obtain Form SS-5
or Form SS-4 from your local Social Security or IRS office and apply for one. If
you  have  checked  the  "Awaiting  TIN"  box  and  signed  the   certification,
withholding will apply to payments relating to your account unless you provide a
certified TIN within 60 days.

WHAT SSN/TIN TO GIVE. Please refer to the following guidelines:

<TABLE>
<CAPTION>

                     ACCOUNT TYPE                GIVE SSN OF    ACCOUNT TYPE          GIVE EMPLOYER ID # OF
                    --------------------------- -------------- --------------------- --------------------------
                    <S>                         <C>            <C>                   <C>    
                      o   Individual              Individual     o   Trust, Estate,    Trust, Estate, or
                                                                     or Pension Plan   Pension Plan Trust
                                                                     Trust
                      --------------------------- -------------- --------------------- --------------------------
                      o   Joint Individual        Owner who      o   Corporation,      Corporation,
                                                  will be            Partnership, or   Partnership, or
                                                  paying tax         other             other organization
                                                  or                 organization
                                                  first-named
                                                  individual
                      --------------------------- -------------- --------------------- --------------------------
                      o   Unif. Gift/             Minor          o   Broker nominee    Broker nominee
                          Transfer to Minor
                      --------------------------- -------------- --------------------- --------------------------
                      o   Sole Proprietor         Owner of
                                                  business
                      --------------------------- -------------- --------------------- --------------------------
                      o   Legal Guardian          Ward,
                                                  Minor, or
                                                  Incompetent
                      --------------------------- -------------- --------------------- --------------------------
</TABLE>

EXEMPT RECIPIENTS.  Please provide your TIN and check the "Exempt Recipient" box
if you are an exempt recipient. Exempt recipients
include:

   A corporation                             An organization exempt from
                                             tax under  section  501(a), or an
   A financial institution                   individual retirement plan

   A registered dealer in securities         An exempt charitable remainder
   or commodities registered in              trust or a non-exempt trust
   the U.S. or a U.S.possession              described in section 4947(a)(1)

   A real estate investment trust            An entity registered at all times
                                             under the Investment Company
   A common trust fund operated              Act of 1940
   by a bank under section 584(a)

IRS PENALTIES. If you do not supply us with your SSN/TIN, you will be subject to
an IRS $50  penalty  unless  your  failure  is due to  reasonable  cause and not
willful neglect. If you fail to report certain income on your federal income tax
return,  you will be treated as  negligent  and subject to an IRS 20% penalty on
any  underpayment  of tax  attributable  to such  negligence,  unless  there was
reasonable cause for the resulting  underpayment and you acted in good faith. If
you falsify information on this form or make any other false statement resulting
in no  backup  withholding  on an  account  which  should be  subject  to backup
withholding,  you may be subject to an IRS $500  penalty  and  certain  criminal
penalties including fines and imprisonment.
20.21/150 (07/97)

PAGE


SUBSTITUTE W-8 INSTRUCTIONS INFORMATION

EXEMPT FOREIGN PERSON. Check the "Exempt Foreign Person" box if you qualify as a
non-resident  alien or  foreign  entity  that is not  subject  to  certain  U.S.
information return reporting or to backup  withholding rules.  Dividends paid to
your  account  may be subject to  withholding  of up to 30%.  You are an "Exempt
Foreign  Person" if you are not (1) a citizen or resident of the U.S.,  or (2) a
U.S. corporation,  partnership,  estate, or trust. In the case of an individual,
an "Exempt Foreign  Person" is one who has been  physically  present in the U.S.
for less than 31 days during the current  calendar  year. An  individual  who is
physically  present in the U.S. for at least 31 days during the current calendar
year will  still be treated as an "Exempt  Foreign  Person,"  provided  that the
total number of days physically present in the current calendar year and the two
preceding  calendar  years does not exceed 183 days (counting all of the days in
the current  calendar year,  only  one-third of the days in the first  preceding
calendar year and only  one-sixth of the days in the second  preceding  calendar
year). In addition,  lawful permanent residents or green card holders may not be
treated as "Exempt Foreign Persons." If you are an individual or an entity,  you
must not now be,  or at this  time  expect  to be,  engaged  in a U.S.  trade or
business  with respect to which any gain derived from  transactions  effected by
the Fund/Payer during the calendar year is effectively connected to the U.S. (or
your transactions are exempt from U.S. taxes under a tax treaty).

PERMANENT  ADDRESS.  The  Shareholder  Application  must contain your  permanent
address if you are an "Exempt Foreign Person." If you are an individual, provide
your permanent  address.  If you are a partnership or  corporation,  provide the
address of your  principal  office.  If you are an estate or trust,  provide the
address of your permanent residence or the principal office of any fiduciary.

NOTICE OF CHANGE IN STATUS.  If you become a U.S.  citizen or resident after you
have provided  certification  of your foreign  status,  or if you cease to be an
"Exempt Foreign  Person," you must notify the Fund/Payer  within 30 days of your
change in status. Reporting will then begin on the account(s) listed, and backup
withholding  may also begin  unless you certify to the  Fund/Payer  that (1) the
taxpayer  identification  number you have given is correct, and (2) the Internal
Revenue Service has not notified you that you are subject to backup  withholding
because you failed to report certain  interest or dividend  income.  You may use
Form  W-9,   "Payer's   Request   for   Taxpayer   Identification   Number   and
Certification," to make these certifications. If an account is no longer active,
you do not have to notify a Fund/Payer or broker of your change in status unless
you also have another account with the same Fund/Payer that is still active.  If
you receive  interest  from more than one  Fund/Payer or have dealings with more
than one broker or barter  exchange,  file a certificate  with each. If you have
more than one account with the same  Fund/Payer,  the Fund/Payer may require you
to file a separate certificate for each account.

WHEN TO FILE. File these  certifications  with the Fund before a payment is made
to you,  unless  you have  already  done  this in  either  of the two  preceding
calendar years.

HOW OFTEN YOU MUST FILE. This certificate  generally remains in effect for three
calendar  years.  A  Fund/Payer  or  broker,  however,  may  require  that a new
certificate  be filed each time a payment is made.  On joint  accounts for which
each joint  owner is a foreign  person,  each must  provide a  certification  of
foreign status.

                                                            20.21/150 (07/97)
PAGE


LOGO                                         RESOLUTION SUPPORTING AUTHORITY OF
FRANKLIN TEMPLETON (R)                       CORPORATE /ASSOCIATION SHAREHOLDER
- ------------------------------------------------------------------------------

INSTRUCTION:

It will  be  necessary  for  corporate/association  shareholders  to  provide  a
certified copy of a resolution or other certificate of authority  supporting the
authority of designated  officers of the  corporation/association  to issue oral
and  written  instruction  on  behalf  of the  corporation/association  for  the
purchase, sale (redemption), transfer and/or exchange of Franklin Templeton Fund
shares.  You may use the  following  form of resolution or you may prefer to use
your own.

CERTIFIED COPY OF RESOLUTION (Corporation or Association)

The  undersigned  hereby  certifies  and affirms that he/she is the duly elected
_______________________ of _______________________ a _______________________
 Title                    Corporate Name               Type of Organization
organized under the laws of the State of _________________ and that the
                                                State

following  is a true and correct  copy of a  resolution  adopted by the Board of
Directors  by  unanimous  written  consent (a copy of which is attached) or at a
meeting duly called and held on ______________________________, 19__.

   "RESOLVED, that _____________________________________________
                          Name of Corporation/Association

     (the "Company") is authorized to invest the Company's assets in one or more
     investment  companies  (mutual  funds)  whose  shares  are  distributed  by
     Franklin/Templeton   Distributors,   Inc.   ("Distributors").   Each   such
     investment  company,  or series  thereof,  is  referred  to as a  "Franklin
     Templeton Fund" or "Fund."

    FURTHER RESOLVED, that any (enter number) _________________ of the following
    officers of this Company (acting alone, if one, or acting together,  if more
    than one) is/are authorized to issue oral or written instructions (including
    the signing of drafts in the case of draft  accessed money fund accounts) on
    behalf of the Company for the purchase,  sale (redemption),  transfer and/or
    exchange  of  Fund  shares  and  to  execute  any  Fund  application(s)  and
    agreements  pertaining to Fund shares  registered or to be registered to the
    Company (referred to as a "Company  Instruction");  and, that this authority
    shall continue until  Franklin/Templeton  Investor Services, Inc. ("Investor
    Services")  receives written notice of revocation or amendment  delivered by
    registered mail. The Company's  officers  authorized to act on behalf of the
    Company under this resolution are (enter officer titles
    only):___________________________________________________________________
    (referred to as the "Authorized Officers").

20.32/106 )07/97.1)
PAGE


    FURTHER  RESOLVED,  that  Investor  Services  may rely on the most  recently
    provided  incumbency  certificate  delivered  by  the  Company  to  Investor
    Services to identify  those  individuals  who are the  incumbent  Authorized
    Officers  and that  Investor  Services  shall  have no  independent  duty to
    determine  if there  has been  any  change  in the  individuals  serving  as
    incumbent Authorized Officers.

    FURTHER RESOLVED,  that the Company ("Indemnitor")  undertakes and agrees to
    indemnify and hold harmless  Distributors,  each affiliate of  Distributors,
    each  Franklin  Templeton  Fund and their  officers,  employees  and  agents
    (referred to hereafter  collectively as the "Indemnitees")  from and against
    any and all liability,  loss, suits, claims,  costs, damages and expenses of
    whatever amount and whatever nature (including without limitation reasonable
    attorneys' fees,  whether for consultation and advice or  representation  in
    litigation at both the trial and appellate level) any indemnitee may sustain
    or incur by reason of, in  consequence  of, or arising from or in connection
    with any action taken or not taken by an Indemnitee  in good faith  reliance
    on a Company Instruction given as authorized under this resolution."

The undersigned further certifies that the below named persons, whose signatures
appear opposite their names, are the incumbent Authorized Officers (as that term
is defined  in the above  resolution)  who have been duly  elected to the office
identified beside their name(s) (attach additional list if necessary).

                                                  X
 Name/title (please print or type)                Signature

                                                  X
 Name/title (please print or type)                Signature

                                                  X
 Name/title (please print or type)                Signature

                                                  X
Name/title (please print or type)                 Signature

CERTIFIED FROM MINUTES

X
Signature
- --------------------------------------------------------------------------------
Name/title (please print or type)
CORPORATE SEAL (if appropriate)

                                                       20.32/106 (07/97.1)
PAGE



                   This  page   intentionally  left blank.


PAGE


FRANKLIN  TEMPLETON  GROUP OF  FUNDS

LITERATURE  REQUEST CALL  1-800/DIAL BEN (R) (1-800/342-5236)  today for a free
descriptive  brochure  and  prospectus  on any of the funds  listed  below.  The
prospectus  contains  more complete  information,  including  fees,  charges and
expenses, and should be read carefully before investing or sending money.

GLOBAL GROWTH

Franklin Global Health Care Fund
Mutual Discovery Fund
Templeton Developing Markets Trust
Templeton Foreign Fund
Templeton Foreign Smaller Companies Fund
Templeton Global Infrastructure Fund
Templeton Global Opportunities Trust
Templeton Global Real Estate Fund
Templeton Global Smaller  Companies Fund
Templeton Greater European Fund
Templeton Growth Fund
Templeton Latin America Fund
Templeton Pacific Growth Fund
Templeton World Fund

GLOBAL GROWTH AND INCOME

Franklin Global Utilities Fund
Mutual European Fund
Templeton Global Bond Fund
Templeton Growth and Income Fund

GLOBAL INCOME

Franklin Global Government Income Fund
Franklin Templeton Gobal Currency Fund
Franklin Templeton Hard Currency Fund
Templeton Americas Government Securities Fund

GROWTH

Franklin Biotechnology Discovery Fund
Franklin Blue Chip Fund
Franklin California Growth Fund
Franklin DynaTech Fund
Franklin Equity Fund
Franklin Gold Fund 
Franklin Growth Fund
Franklin MidCap Growth Fund
Franklin Small Cap Growth Fund


GROWTH AND INCOME

Franklin Asset Allocation Fund
Franklin Balance Sheet Investment Fund*
Franklin Convertible Securities Fund
Franklin Equity Income Fund 
Franklin Income Fund 
Franklin MicroCap Value Fund*  
Franklin Natural Resources Fund
Franklin Real Estate Securities Fund
Franklin Rising  Dividends Fund
Franklin Strategic Income Fund 
Franklin Utilities Fund 
Franklin Value Fund
Mutual Beacon Fund
Mutual Financial  Services Fund 
Mutual Qualified Fund
Mutual Shares Fund 
Templeton American Trust, Inc.

FUND ALLOCATOR SERIES
Franklin Templeton Conservative Target Fund
Franklin Templeton Moderate Target Fund
Franklin Templeton Growth Target Fund

INCOME

Franklin Adjustable Rate Securities Fund
Franklin Adjustable U.S. Government Securities Fund
Franklin's AGE High Income Fund
Franklin Bond Fund
Franklin Floating Rate Trust
Franklin Investment Grade Income Fund
Franklin Short-Intermediate U.S. Government Securities Fund
Franklin U.S. Government Securities Fund
Franklin Money Fund
Franklin Federal Money Fund


FRANKLIN FUNDS SEEKING
TAX-FREE INCOME

Federal Intermediate-Term Tax-Free Income Fund
Federal Tax-Free Income Fund
High Yield Tax-Free Income Fund
Insured Tax-Free Income Fund
Puerto Rico Tax-Free Income Fund
Tax-Exempt Money Fund

FRANKLIN STATE-SPECIFIC FUNDS
SEEKING TAX-FREE INCOME

Alabama
Arizona**
Arkansas***
California**
Colorado
Connecticut
Florida**
Georgia
Hawaii***
Indiana
Kentucky
Louisiana
Maryland
Massachusetts+
Michigan**
Minnesota+
Missouri
New Jersey
New York**
North Carolina
Ohio+
Oregon
Pennsylvania
Tennessee***
Texas
Virginia
Washington***

VARIABLE ANNUITIES++

Franklin Valuemark(R)
Franklin Templeton
 Valuemark Income Plus
(an immediate annuity)


*These funds are now closed to new accounts, with the exception of retirement
plan accounts.

**Two or more fund options available: long-term  portfolio, intermediate-term
portfolio,  a portfolio  of insured  municipal  securities,  and/or a high yield
portfolio (CA) and a money market portfolio (CA and NY).

***The fund may invest up to 100% of its assets in bonds that pay interest
subject to the federal alternative minimum tax.

+Portfolio of insured municipal securities.

++Franklin Valuemark and Franklin Templeton Valuemark Income Plus are issued by
Allianz  Life  Insurance  Company  of  North  America  or by  its  wholly  owned
subsidiary,  Preferred  Life Insurance  Company of New York, and  distributed by
NALAC Financial Plans, LLC.



FGF07/98              [LOGO]  Printed on recycled paper          TGIT P 08/98


PAGE





                                                             ----------------
TEMPLETON REGION FUNDS                                          BULK RATE
                                                              U.S. Postage
100 Fountain Parkway                                             PAID
P.O. Box 33030                                               Sacramento, CA
St. Petersburg, FL 33733-8030                                Permit No. 333
                                                            ----------------



TGIT P    08/98                  [LOGO]  Printed on recycled paper



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