Franklin California Tax Free Trust – ‘497’ on 8/17/00

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Definitive Material   —   Rule 497
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Document Table of Contents

o CAT P-3                                                                       

SUPPLEMENT DATED SEPTEMBER 1, 2000  
TO THE PROSPECTUS OF  

FRANKLIN CALIFORNIA TAX-FREE TRUST  
DATED NOVEMBER 1, 1999  

The prospectus is amended as follows:                                           

I. All references to the $5.00 exchange fee applicable to market timers are     
no longer applicable.                                                           

II. As of February 1, 2000, the Franklin California Insured Tax-Free Income     
Fund offers three classes of shares: Class A, Class B and Class C.              

III. The section "Performance" for the Insured Fund, found on page 7, is        
replaced with the following:                                                    

[Insert graphic of bull and bear] PERFORMANCE                                   

This bar chart and table show the volatility of the fund's returns, which is    
one indicator of the risks of investing in the fund. The bar chart shows        
changes in the fund's returns from year to year over the past 10 calendar       
years. The table shows how the fund's average annual total returns compare to   
those of a broad-based securities market index. Of course, past performance     
cannot predict or guarantee future results.                                     

CLASS A ANNUAL TOTAL RETURN/1/                                                  

[Insert bar graph]                                                              

90      91      92     93      94      95      96     97      98     99         
6.33%   10.80%  8.73%  13.00%  -5.31%  16.30%  4.22%  8.21%   6.51%  -3.56%     
YEAR              
[Begin callout]                                                                 
BEST                                                                            
QUARTER:                                                                        
Q1 '95                                                                          
7.02%                                                                           

WORST                                                                           
QUARTER:                                                                        
Q1 '94                                                                          
-4.98%                                                                          
[End callout]                                                                   

AVERAGE ANNUAL TOTAL RETURNS                                                    
For the periods ended December 31, 1999                                         

                       1 YEAR   5 YEARS   10 YEARS
-------------------------------------------------------------------             
Franklin California Insured           -7.68%    5.23%     5.86%                 
Tax-Free Income Fund - Class A/2/                                               
Lehman Brothers Municipal Bond        -2.06%    6.91%     6.89%                 
Index/3/                                                                        

                                         SINCE
                                         INCEPTION
                                 1 YEAR   (5/1/95)
-------------------------------------------------------------------             
Franklin California Insured                     -5.90%    4.31%                 
Tax-Free Income Fund - Class C/2/                                               
Lehman Brothers Municipal Bond                  -2.06%    5.84%                 
Index/3/                                                                        

1. Figures do not reflect sales charges. If they did, returns would be lower.   
2. Figures reflect sales charges.                                               
All fund performance assumes reinvestment of dividends and capital gains. May   
1, 1994, Class A implemented a Rule 12b-1 plan, which affects subsequent        
performance.                                                                    
3. Source: Standard & Poor's(R) Micropal. The unmanaged Lehman Brothers         
Municipal Bond Index includes investment grade bonds issued within the last     
five years as part of a deal of over $50 million and with a maturity of at      
least two years. It includes reinvested interest. One cannot invest directly    
in an index, nor is an index representative of the fund's portfolio.            

IV. The section "Fees and Expenses" for the Insured Fund, found on page 8, is   
replaced with the following:                                                    

This table describes the fees and expenses that you may pay if you buy and      
hold shares of the fund.                                                        

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)                      

                      CLASS A    CLASS B/1/  CLASS C
-------------------------------------------------------------------             
Maximum sales charge (load) as a     4.25%       4.00%     1.99%                
percentage of offering price                                                    
Load imposed on purchases           4.25%       None      1.00%               
Maximum deferred sales charge       None/2/     4.00%/3/  0.99%/4/            
(load)                                                                          
Exchange fee                          None       None       None                

Please see "Sales Charges" on page 39 for an explanation of how and when        
these sales charges apply.                                                      

ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)             

                      CLASS A    CLASS B/1/  CLASS C
-------------------------------------------------------------------             
Management fees                      0.46%       0.46%     0.46%                
Distribution and service (12b-1)     0.09%       0.65%     0.65%                
fees                                                                            
Other expenses                       0.05%       0.05%     0.05%                
                      --------------------------------
Total annual fund operating          0.60%       1.16%     1.16%                
expenses                                                                        
                      ================================

1. The fund began offering Class B shares on February 1, 2000. Annual fund      
operating expenses are based on the expenses for Class A and C for the fiscal   
year ended June 30, 1999. The distribution and service (12b-1) fees are based   
on the maximum fees allowed under Class B's Rule 12b-1 plan.                    
2. Except for investments of $1 million or more (see page 40).                  
3. Declines to zero after six years.                                            
4. This is equivalent to a charge of 1% based on net asset value.               

EXAMPLE                                                                         

This example can help you compare the cost of investing in the fund with the    
cost of investing in other mutual funds. It assumes:                            

o  You invest $10,000 for the periods shown;                                    
o  Your investment has a 5% return each year; and                               
o  The fund's operating expenses remain the same.                               

Although your actual costs may be higher or lower, based on these assumptions   
your costs would be:                                                            

                1 YEAR   3 YEARS   5 YEARS  10 YEARS
--------------------------------------------------------------------            
If you sell your shares at                                                      
the end of the period:                                                          
Class A                        $484/1/   $609      $746    $1,143               
Class B                         $518     $668      $838    $1,253/2/            
Class C                         $315     $465      $732    $1,495               
If you do not sell your                                                         
shares:                                                                         
Class B                         $118     $368      $638    $1,253/2/            
Class C                         $217     $465      $732    $1,495               

1. Assumes a contingent deferred sales charge (CDSC) will not apply.            
2. Assumes conversion of Class B shares to Class A shares after eight years,    
lowering your annual expenses from that time on.                                

V. The management team for the Insured Fund on page 10 is replaced with the     
following:                                                                      

The team responsible for the fund's management is:                              

SHEILA AMOROSO, SENIOR VICE PRESIDENT OF ADVISERS                               

Ms. Amoroso has been an analyst or portfolio manager of the fund since 1987.    
She is the co-Director of Franklin's Municipal Bond Department. She joined      
the Franklin Templeton Group in 1986.                                           

JOHN POMEROY, VICE PRESIDENT OF ADVISERS                                        

Mr. Pomeroy has been an analyst or portfolio manager of the fund since 1989.    
He joined the Franklin Templeton Group in 1986.                                 

BERNARD SCHROER, SENIOR VICE PRESIDENT OF ADVISERS                              

Mr. Schroer has been an analyst or portfolio manager of the fund since 1987.    
He joined the Franklin Templeton Group in 1987.                                 

JOHN WILEY, VICE PRESIDENT OF ADVISERS                                          

Mr. Wiley has been an analyst or portfolio manager of the fund since 1991. He   
joined the Franklin Templeton Group in 1989.                                    

VI. The section "Performance" for the Intermediate Fund, found on page 20, is   
replaced with the following:                                                    

[Insert graphic of bull and bear]  PERFORMANCE                                  

This bar chart and table show the volatility of the fund's returns, which is    
one indicator of the risks of investing in the fund. The bar chart shows        
changes in the fund's returns from year to year over the past 7 calendar        
years. The table shows how the fund's average annual total returns compare to   
those of a broad-based securities market index. Of course, past performance     
cannot predict or guarantee future results.                                     

ANNUAL TOTAL RETURNS1                                                           

[Insert bar graph]                                                              

93       94      95      96     97     98     99                                
11.52%   -4.25%  15.92%  7.48%  5.83%  6.51%  -1.40%                            
YEAR                        

[Begin callout]                                                                 
BEST                                                                            
QUARTER:                                                                        
Q1 '95                                                                          
6.05%                                                                           

WORST                                                                           
QUARTER:                                                                        
Q1 '94                                                                          
-4.45%                                                                          
[End callout]                                                                   

AVERAGE ANNUAL TOTAL RETURNS                                                    
For the periods ended December 31, 1999                                         

                                         SINCE
                                           INCEPTION
                          1 YEAR   5 YEARS (9/21/92)
-------------------------------------------------------------------             
Franklin California Intermediate-Term    -3.60%   6.3%     5.53%                
Tax-Free Income Fund/2/                                                         
Lehman Brothers 10-Year Municipal Bond   -1.25%   7.12%    6.19%                
Index/3/                                                                        

1. Figures do not reflect sales charges. If they did, returns would be lower.   
2. Figures reflect sales charges.                                               
All fund performance assumes reinvestment of dividends and capital gains.       
3. Source: Standard & Poor's(R) Micropal. The unmanaged Lehman Brothers 10-Year 
Municipal Bond Index includes investment grade bonds issued within the last     
five years as part of a deal of over $50 million and with a maturity of at      
least 10 years. It includes reinvested interest. One cannot invest directly     
in an index, nor is an index representative of the fund's portfolio.            

VII. The management team for the Intermediate Fund on page 22 is replaced       
with the following:                                                             

The team responsible for the fund's management is:                              

SHEILA AMOROSO, SENIOR VICE PRESIDENT OF ADVISERS                               

Ms. Amoroso has been an analyst or portfolio manager of the fund since its      
inception. She is the co-                                                       
Director of Franklin's Municipal Bond Department. She joined the Franklin       
Templeton Group in 1986.                                                        

JOHN POMEROY, VICE PRESIDENT OF ADVISERS                                        

Mr. Pomeroy has been an analyst or portfolio manager of the fund since its      
inception. He joined the Franklin Templeton Group in 1986.                      

BERNARD SCHROER, SENIOR VICE PRESIDENT OF ADVISERS                              

Mr. Schroer has been an analyst or portfolio manager of the fund since its      
inception. He joined the Franklin Templeton Group in 1987.                      

JOHN WILEY, VICE PRESIDENT OF ADVISERS                                          

Mr. Wiley has been an analyst or portfolio manager of the fund since its        
inception. He joined the Franklin Templeton Group in 1989.                      

VIII. The section "Performance" for the Money Fund, found on page 32, is        
replaced with the following:                                                    

[Insert graphic of bull and bear]  PERFORMANCE                                  

This bar chart and table show the volatility of the fund's returns, which is    
one indicator of the risks of investing in the fund. The bar chart shows        
changes in the fund's returns from year to year over the past 10 calendar       
years. The table shows the fund's average annual total returns. Of course,      
past performance cannot predict or guarantee future results.                    

ANNUAL TOTAL RETURNS                                                            

[Insert bar graph]                                                              

90      91     92     93     94     95     96    97     98     99               
5.37%   3.86%  2.37%  1.89%  2.22%  3.15%  2.75% 2.91%  2.62%  2.41%            
YEAR              

[Begin callout]                                                                 
BEST                                                                            
QUARTER:                                                                        
Q2 '90                                                                          
1.36%                                                                           

WORST                                                                           
QUARTER:                                                                        
Q1 '94                                                                          
0.40%                                                                           
[End callout]                                                                   

AVERAGE ANNUAL TOTAL RETURNS                                                    
For the periods ended December 31, 1999                                         

                         1 YEAR  5 YEARS  10 YEARS
-------------------------------------------------------------------             
Franklin California Tax-Exempt Money    2.41%   2.77%    2.95%                  
Fund                                                                            

All fund performance assumes reinvestment of dividends.                         

To obtain the fund's current yield information, please call 1-800/DIAL BEN(R).  

IX. The management team for the Money Fund on page 34 is replaced with the      
following:                                                                      

The team responsible for the fund's management is:                              

SHEILA AMOROSO, SENIOR VICE PRESIDENT OF ADVISERS                               

Ms. Amoroso has been an analyst or portfolio manager of the fund since 1987.    
She is the co-Director of Franklin's Municipal Bond Department. She joined      
the Franklin Templeton Group in 1986.                                           

JAMES PATRICK CONN, VICE PRESIDENT OF ADVISERS                                  

Mr. Conn has been an analyst or portfolio manager of the fund since December    
1999. He joined the Franklin Templeton Group in 1996. Previously, he was a      
portfolio manager with California Investment Trust.                             

CARRIE HIGGINS, VICE PRESIDENT OF ADVISERS                                      

Ms. Higgins has been an analyst or portfolio manager of the fund since 1992.    
She joined the Franklin Templeton Group in 1990.                                

JOHN POMEROY, VICE PRESIDENT OF ADVISERS                                        

Mr. Pomeroy has been an analyst or portfolio manager of the fund since 1989.    
He joined the Franklin Templeton Group in 1986.                                 

X. In the section "Sales Charges", which begins on page 39, the following       
changes are made:                                                               

(a) The first chart on page 39 is replaced with the following:                  

CLASS A                 CLASS B (INSURED FUND     CLASS C (INSURED FUND         
ONLY)                     ONLY) 
o  Initial sales        o  No initial             o  Initial sales              
charge of 4.25% or      sales charge              charge of 1%            
less (Insured Fund)                                                       
or 2.25% or less                                                          
(Intermediate Fund)                                                       

o  Deferred sales       o  Deferred sales         o  Deferred sales             
charge of 1% on         charge of 4% on           charge of 1% on         
purchases of $1         shares you sell           shares you sell         
million or more         within the first          within 18 months        
sold within 12          year, declining to                                
months                  1% within six                                     
years and                 
eliminated                
after that                

o  Lower annual         o  Higher annual          o  Higher annual              
expenses than Class     expenses than Class A     expenses than           
B or C due to lower     (same as Class C) due     Class A (same as        
distribution fees       to higher                 Class B) due to         
      distribution fees.        higher
                  Automatic conversion      distribution fees.
                to Class A shares         No conversion to
                  after eight years,        Class A shares, so
                  reducing future           annual expenses do
             annual expenses.          not decrease.

THE INSURED FUND BEGAN OFFERING CLASS B SHARES ON FEBRUARY 1, 2000. 

(b) The following is added before the discussion of Class C sales charges on    
page 40:                                                                        

SALES CHARGES - CLASS B                                                         

IF YOU SELL YOUR SHARES                THIS % IS DEDUCTED FROM                  
WITHIN THIS MANY YEARS AFTER BUYING    YOUR PROCEEDS AS A CDSC                  
THEM                                                                            
--------------------------------------------------------------------            
1 Year                                 4                                        
2 Years                                4                                        
3 Years                                3                                        
4 Years                                3                                        
5 Years                                2                                        
6 Years                                1                                        
7 Years                                0                                        

With Class B shares, there is no initial sales charge. However, there is a      
CDSC if you sell your shares within six years, as described in the table        
above. The way we calculate the CDSC is the same for each class (please see     
page 41). After 8 years, your Class B shares automatically convert to Class A   
shares, lowering your annual expenses from that time on.                        

MAXIMUM PURCHASE AMOUNT The maximum amount you may invest in Class B shares     
at one time is $249,999. We invest any investment of $250,000 or more in        
Class A shares, since a reduced initial sales charge is available and Class     
A's annual expenses are lower.                                                  

DISTRIBUTION AND SERVICE (12B-1) FEES Class B has a distribution plan,          
sometimes known as a Rule 12b-1 plan, that allows the fund to pay               
distribution and other fees of up to 0.65% per year for the sale of Class B     
shares and for services provided to shareholders. Because these fees are paid   
out of Class B's assets on an on-going basis, over time these fees will         
increase the cost of your investment and may cost you more than paying other    
types of sales charges.                                                         

(c) The section "Contingent Deferred Sales Charge (CDSC) - Class A & C" on      
page 41 is renamed "Contingent Deferred Sales Charge (CDSC) - Class A, B & C."  

XI. The section "Sales charge waivers" on page 41 is replaced with the          
following:                                                                      

SALES CHARGE WAIVERS Class A shares may be purchased without an initial sales   
charge or CDSC by various individuals, institutions and retirement plans or     
by investors who reinvest certain distributions and proceeds within 365 days.   
Certain investors also may buy Class C shares without an initial sales          
charge. The CDSC for each class may be waived for certain redemptions and       
distributions. If you would like information about available sales charge       
waivers, call your investment representative or call Shareholder Services at    
1-800/632-2301. A list of available sales charge waivers also may be found in   
the Statement of Additional Information (SAI).                                  

XII. The section "Minimum investments" on page 43 is replaced with the          
following:                                                                      

MINIMUM INVESTMENTS                                                             
                             INITIAL    ADDITIONAL
-----------------------------------------------------------------               
Regular accounts                            $1,000     $50                      
-----------------------------------------------------------------               
Automatic investment plans                  $50        $50                      
-----------------------------------------------------------------               
UGMA/UTMA accounts                          $100       $50                      
-----------------------------------------------------------------               
Broker-dealer sponsored wrap account        $250       $50                      
programs                                                                        
-----------------------------------------------------------------               
Full-time employees, officers, trustees                                         
and directors of Franklin Templeton                                             
entities, and                                                                   
their immediate family members              $100       $50                      

PLEASE NOTE THAT YOU MAY ONLY BUY SHARES OF A FUND ELIGIBLE FOR SALE IN YOUR  
STATE OR JURISDICTION.  

XIII. The section "Account Application" on page 45 is replaced with the         
following:                                                                      

ACCOUNT APPLICATION If you are opening a new account, please complete and       
sign the enclosed account application. Make sure you indicate the share class   
you have chosen. If you do not indicate a class, we will place your purchase    
in Class A shares. To save time, you can sign up now for services you may       
want on your account by completing the appropriate sections of the              
application (see "Investor Services" on page 46). For example, if you would     
like to link one of your bank accounts to your Fund account so that you may     
use electronic fund transfers to and from your bank account to buy and sell     
shares, please complete the bank information section of the application. We     
will keep your bank information on file for future purchases and redemptions.   

XIV. The following is added to the section "Buying shares" on page 45:          

----------------------------------------------------------------------          
[Insert graphic of      If you have another    Before requesting a              
phone]                  Franklin Templeton     telephone purchase,              
BY PHONE                account with your      please make sure we              
     bank account           have your bank
(Up to $100,000 per     information on file,   account information              
day)                    you may open a new     on file. If we do not            
1-800/632-2301          account by phone.      have this                        
                                   information, you will
           To make a same day     need to send written
        investment, please     instructions with
           call us by 1:00 p.m.   your bank's name and
        Pacific time or the    address, a voided
       close of the New York  check or savings
            Stock Exchange,        account deposit slip,
      whichever is earlier.  and a signature
                                   guarantee if the bank
                                  and Fund accounts do
                                   not have at least one
                           common owner.

                                To make a same day
                                investment, please
                                  call us by 1:00 p.m.
                                 Pacific time or the
                                   close of the New York
                             Stock Exchange,
                                   whichever is earlier.
----------------------------------------------------------------------          

XV. The section "Automatic Investment Plan" on page 46 is replaced with the     
following:                                                                      

AUTOMATIC INVESTMENT PLAN This plan offers a convenient way for you to invest   
in the Fund by automatically transferring money from your checking or savings   
account each month to buy shares. To sign up, complete the appropriate          
section of your account application and mail it to Investor Services. If you    
are opening a new account, please include the minimum initial investment of     
$50 with your application.                                                      

XVI. The footnote in the section "Distribution Options" on page 46 is           
replaced with the following:                                                    

*Class B and C shareholders may reinvest their distributions in Class A         
shares of any Franklin Templeton money fund.                                    

XVII. The section "Telephone Privileges" on page 47 is replaced with the        
following:                                                                      

TELEPHONE PRIVILEGES You will automatically receive telephone privileges when   
you open your account, allowing you and your investment representative to       
buy, sell or exchange your shares and make certain other changes to your        
account by phone.                                                               

For accounts with more than one registered owner, telephone privileges also     
allow the Fund to accept written instructions signed by only one owner for      
transactions and account changes that could otherwise be made by phone. For     
all other transactions and changes, all registered owners must sign the         
instructions. In addition, our telephone exchange privilege allows you to       
exchange shares by phone from a fund account requiring two or more signatures   
into an identically registered money fund account requiring only one            
signature for all transactions. This type of telephone exchange is available    
as long as you have telephone exchange privileges on your account.              

As long as we take certain measures to verify telephone requests, we will not   
be responsible for any losses that may occur from unauthorized requests. Of     
course, you can decline telephone purchase, exchange or redemption privileges   
on your account application.                                                    

XVIII. The following is added after the second paragraph in the section         
"Exchange Privilege", which begins on page 47:                                  

If you exchange your Class B shares for the same class of shares of another     
Franklin Templeton Fund, the time your shares are held in that fund will        
count towards the eight year period for automatic conversion to Class A         
shares.                                                                         

XIX. The last paragraph of the "Exchange Privilege" section on page 47 is       
replaced with the following:                                                    

Because excessive trading can hurt fund performance, operations and             
shareholders, each fund, effective November 1, 2000, reserves the right to      
revise or terminate the exchange privilege, limit the amount or number of       
exchanges, reject any exchange, or restrict or refuse purchases if (i) the      
fund or its manager believes the fund would be harmed or unable to invest       
effectively, or (ii) the fund receives or anticipates simultaneous orders       
that may significantly affect the fund (please see "Market Timers" on page      
53).                                                                            

XX. The second paragraph of the "By Mail" section in the Selling Shares chart   
on page 51 is replaced with the following:                                      

Specify the fund, the account number and the dollar value or number of shares   
you wish to sell. If you own both Class A and B shares, also specify the        
class of shares, otherwise we will sell your Class A shares first. Be sure to   
include all necessary signatures and any additional documents, as well as       
signature guarantees if required.                                               

XXI. In the Selling Shares table on page 51 the section "By Electronic Funds    
Transfer (ACH)" is replaced with the following:                                 

----------------------------------------------------------------------          
[Insert graphic of three lightning  You can call or write to have               
bolts]                              redemption proceeds sent to a               
BY ELECTRONIC FUNDS TRANSFER (ACH)  bank account. See the policies              
                        above for selling shares by mail
 or phone.

                 Before requesting to have
                     redemption proceeds sent to a
                      bank account, please make sure
                 we have your bank account
                     information on file. If we do
                      not have this information, you
                 will need to send written
                     instructions with your bank's
                        name and address, a voided check
                        or savings account deposit slip,
                        and a signature guarantee if the
                     bank and fund accounts do not
                       have at least one common owner.

                     If we receive your request in
                        proper form by 1:00 p.m. Pacific
                  time, proceeds sent by ACH
                   generally will be available
                    within two to three business
days.   
----------------------------------------------------------------------          

XXII. The section "Statements and reports" on page 52 is replaced with the      
following:                                                                      

STATEMENTS AND REPORTS You will receive quarterly account statements that       
show all your account transactions during the quarter. You also will receive    
written notification after each transaction affecting your account (except      
for distributions and transactions made through automatic investment or         
withdrawal programs, which will be reported on your quarterly statement). You   
also will receive the Fund's financial reports every six months. To reduce      
Fund expenses, we try to identify related shareholders in a household and       
send only one copy of the financial reports. If you need additional copies,     
please call 1-800/DIAL BEN.                                                     

If there is a dealer or other investment representative of record on your       
account, he or she also will receive copies of all notifications and            
statements and other information about your account directly from the Fund.     

XXIII. The section "Market Timers" on page 53 is replaced with the following:   

MARKET TIMERS The Money Fund may restrict or refuse purchases or exchanges by   
Market Timers. The Insured and Intermediate Funds do not allow investments by   
Market Timers. You may be considered a Market Timer if you have (i) requested   
an exchange out of any of the Franklin Templeton funds within two weeks of an   
earlier exchange request out of any fund, or (ii) exchanged shares out of any   
of the Franklin Templeton funds more than twice within a rolling 90 day         
period, or (iii) otherwise seem to follow a market timing pattern that may      
adversely affect the fund. Accounts under common ownership or control with an   
account that is covered by (i), (ii), or (iii) are also subject to these        
limits.                                                                         

Anyone, including the shareholder or the shareholder's agent, who is            
considered to be a Market Timer by the fund, its manager or shareholder         
services agent, will be issued a written notice of their status and the         
fund's policies. Identified Market Timers will be required to register with     
the market timing desk of Franklin Templeton Investor Services, Inc., and to    
place all purchase and exchange trade requests through the desk. Some funds     
do not allow investments by Market Timers.                                      

XXIV. The first category in the section "Additional Policies" on page 53 is     
revised to read:                                                                

o The funds may restrict or refuse any order to buy shares, including any       
purchase under the exchange privilege.                                          

XXV. The section "Dealer compensation" on page 54 is replaced with the          
following:                                                                      

DEALER COMPENSATION Qualifying dealers who sell Fund shares may receive sales   
commissions and other payments. These are paid by Franklin Templeton            
Distributors, Inc. (Distributors) from sales charges, distribution and          
service (12b-1) fees and its other resources.                                   

INSURED FUND                     CLASS A    CLASS B    CLASS C                  
-----------------------------------------------------------------               
COMMISSION (%)                      -        3.00       2.00                    
Investment under $100,000         4.00         -          -                     
$100,000 but under $250,000       3.25         -          -                     
$250,000 but under $500,000       2.25         -          -                     
$500,000 but under $1 million     1.85         -          -                     
$1 million or more             up to 0.75/1/   -          -                     
12B-1 FEE TO DEALER               0.10       0.15/2/    0.65/3/                 

INTERMEDIATE FUND                                      CLASS A                  
-----------------------------------------------------------------               
COMMISSION (%)                                            -                     
Investment under $100,000                               2.00                    
$100,000 but under $250,000                             1.50                    
$250,000 but under $500,000                             1.00                    
$500,000 but under $1 million                           0.85                    
$1 million or more                                   up to 0.75/1/              
12B-1 FEE TO DEALER                                     0.10                    

A dealer commission of up to 1% may be paid on Class A NAV purchases by         
certain retirement plans/1/ and on Class C NAV purchases. A dealer commission   
of up to 0.25% may be paid on Class A NAV purchases by certain trust            
companies and bank trust departments, eligible governmental authorities, and    
broker-dealers or others on behalf of clients participating in comprehensive    
fee programs.                                                                   

MARKET TIMERS. Please note that for Class A NAV purchases by market timers,     
including purchases of $1 million or more, dealers are not eligible to          
receive the dealer commission. Dealers, however, may be eligible to receive     
the 12b-1 fee from the date of purchase.                                        

1. During the first year after purchase, dealers may not be eligible to         
receive the 12b-1 fee.                                                          
2. Dealers may be eligible to receive up to 0.15% from the date of purchase.    
After 8 years, Class B shares convert to Class A shares and dealers may then    
receive the 12b-1 fee applicable to Class A.                                    
3. Dealers may be eligible to receive up to 0.15% during the first year after   
purchase and may be eligible to receive the full 12b-1 fee starting in the      
13th month.                                                                     

Please keep this supplement for future reference. 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘497’ Filing		Date		Other Filings
		11/1/00		497J
		9/1/00
Filed on:		8/17/00
		2/1/00
		12/31/99		N-30D,  NSAR-A
		11/1/99		497
		6/30/99		24F-2NT,  N-30D,  NSAR-B
		5/1/94
				List all Filings