oTF1 *P3
oTF2 *P2

                        SUPPLEMENT DATED OCTOBER 1, 1998
                             TO THE PROSPECTUSES OF
                             FRANKLIN TAX-FREE TRUST
   (TF1 - ARIZONA INSURED, FLORIDA INSURED, INSURED, MASSACHUSETTS INSURED,
 MICHIGAN INSURED, MINNESOTA INSURED, AND OHIO INSURED TAX-FREE INCOME FUNDS)
       (TF2 - ALABAMA, FLORIDA, GEORGIA, KENTUCKY, LOUISIANA, MARYLAND,
     MISSOURI, NORTH CAROLINA, TEXAS, AND VIRGINIA TAX-FREE INCOME FUNDS)
                               DATED JULY 1, 1998

The prospectus is amended as follows:

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

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

    o To open a regular account                                        $1,000
    o To open a custodial account for a minor (an UGMA/UTMA account)   $  100
    o To open an account with an automatic investment plan             $   50
    o To add to an account                                             $   50

    For purchases by broker-dealers, registered investment advisors or certified
 financial planners who have entered into an agreement with  Distributors for
 clients participating in comprehensive fee programs, the minimum initial
 invesment is $250.  Th  minimum initial investment is $100 for officers,
 trustees, directors and full-time employees of the Franklin Templeton Funds or
 the Franklin Templeton Group, and their family members, consistent with our
 then-current policies.

    We reserve  the right to change the amount of these minimums from time to
 time or to waive or lower these minimums for certain purchases. We also reserve
 the right to refuse any order to buy shares.

II. The following new category  10 is added to the end of the second list of
sales charge waiver categories in the section "Sales Charge Waivers," found
under "How Do I Buy Shares? - Sales Charge Reductions and Waivers":

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

III.  The first  paragraph under "May I Exchange Shares for Shares of Another
Fund?  - Will Sales Charges Apply to My  Exchange?" is replaced with the
following:

 You generally will not pay a front-end sales charge on exchanges. If you have
 held your shares less than six months, however, you will pay the percentage
 difference between the sales charge you previously paid and the applicable
 sales charge of the new fund, if the difference is more than 0.25%. If you have
 never paid a sales charge on your shares because,for example, they have always
 been held in a money fund, you will pay the fund's applicable sales charge no
 matter how long you have held your shares. These charges may not apply if you
 qualify to buy shares without a sales charge.

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

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

V. Distribution option 3 in the section "What Distributions Might I Receive From
the Funds? - Distribution Options" is replaced with the following:

   3.RECEIVE DISTRIBUTIONS IN CASH - You may receive dividends, or both dividend
     and  capital  gain  distributions  in cash.  If you have the money sent to
     another person or to a checking or savings account, you may need a
     signature guarantee. If you send the money to a checking or savings
     account, please see "Electronic Fund Transfers" under "Services to Help You
     Manage Your Account."

VI. The section "Keeping Your Account Open," found under "Transaction Procedures
and Special Requirements," is replaced in its entirety with the following:

 KEEPING YOUR ACCOUNT OPEN

 Due to the relatively high cost of maintaining a small account, we may close
 your account if the value of your shares is less than $250, or less than $50
 for employee accounts and custodial accounts for minors. We will only do this
 if the value of your account fell below this amount because you voluntarily
 sold your shares and your account has been inactive  (except for the
 reinvestment of distributions) for at least six months.  Before we close your
 account, we will notify you and give you 30 days to increase the value of your
 account to $1,000, or $100 for employee accounts and custodial accounts for
 minors.  These minimums do not apply to  accounts managed  by the Franklin
 Templeton Group.

VII.  The second  sentence  in the  section  "Services  to Help You Manage  Your
Account - Automatic Investment Plan" is replaced with the following:

 Under the plan, you can have money transferred automatically from your checking
 or savings account to a fund each month to buy additional shares.

VIII.  The second  paragraph  under  "Services  to Help You Manage Your  Account
Systematic Withdrawal Plan" is replaced with the following:

 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  Franklin  Templeton  Fund or have the money sent directly  to you, to
 another person, or to a checking or savings account. If you choose to have the
 money  sent to a checking  or savings  account,  please  see  "Electronic Fund
 Transfers" below. Once your plan is established, any distributions paid by the
 fund will be automatically reinvested in your account.

IX. The section  "Services  to Help You Manage Your  Account -  Electronic Fund
Transfers - Class I Only" is replaced with the following:

 ELECTRONIC FUND TRANSFERS

 You may choose to have dividend  and capital  gain  distributions or payments
 under a  systematic withdrawal  plan sent directly  to a checking or savings
 account.  If the  account  is with a bank that is a member of the Automated
 Clearing  House,  the payments may be made  automatically  by electronic funds
 transfer.  If you choose this option,  please allow at least  fifteen days for
 initial  processing. We will send any payments made during that time to the
 address of record on your account.

X. The following definition is revised in the "Useful  Terms and  Definitions"
section:

 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.

              Please keep this supplement for future reference.