FRANKLIN PREMIER RETURN FUND
N-30D, 1996-02-27
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Your Fund's Objective:

The Franklin Premier Return Fund seeks high current return, and secondarily,
relative stability of principal through investment in common stocks, investment
grade corporate and U.S. government bonds, short-term money market instruments
and securities of foreign issuers. Current return, also known as "total return,"
is made up of capital appreciation and income distributions. The fund's primary
emphasis is growth of capital, with income a secondary consideration. Managers
of the fund may adjust the balance of stocks, bonds, and cash at any given time
in their efforts to benefit from changing market opportunities.

To reduce the volume of mail shareholders receive and to reduce expenses, only
one copy of most fund reports, such as the fund's annual and semi-annual
reports, may be mailed to a household. Additional copies may be obtained,
without charge, by calling Franklin Fund Information at 1-800/DIAL BEN
(1-800/342-5236).

                                                            February 15, 1996

Dear Shareholder:

We are pleased to bring you this annual report of the Franklin Premier Return
Fund for the period ended December 31, 1995.

During the first half of 1995, U.S. economic growth slowed appreciably. In
response, the Federal Reserve Board (the Fed) lowered interest rates in July. As
a result, U.S. Gross Domestic Product rose sharply during the third quarter. In
an effort to stimulate continued economic growth, the Fed again lowered interest
rates in December. U.S. financial markets performed well throughout the year,
and by December 31, 1995, the Dow Jones Industrial Average(R) had appreciated
36.83% from its December 31, 1994 level.1 During this same period, the Standard
& Poor's 500 Stock Index (S&P 500)(R) advanced 37.45%,1 and long-term bond
prices rose 22.18%.2 Within this environment, the fund, which invests in stocks,
bonds, and cash and equivalents, delivered a one-year total return of +21.79%,
as discussed in the Performance Summary on page 7.



1. Source: Dow Jones & Company. Total return is calculated by Wilshire
Associates, Inc. The index is unmanaged and includes reinvested dividends. One
cannot invest directly in an index.

1. Source: Standard & Poor's Corporation. The index is unmanaged and includes
reinvested dividends. One cannot invest directly in an index.

2. Source: Unmanaged Merrill Lynch Long-Term Bond Index. Price return does not
include reinvested dividends.

As you know, business cycle analysis is an integral part of the fund's
investment strategy. The economy can be viewed in terms of business cycles --
alternating periods of economic expansion and contraction. Each phase of the
cycle is affected by interest rates and inflation, which influence employment
levels, as well as a corporation's profitability and cash flow. Each cycle is
different and must be analyzed carefully to identify which asset classes and
industry sectors appear to present the most attractive investment opportunities.

During the reporting period, we continued our "top-down" investment approach,
first analyzing economic factors to determine the business cycle's stage; then
allocating our assets among stocks, bonds, and cash; and finally positioning the
stock portion in the sectors, industries, and companies that appear to offer the
strongest prospects for capital appreciation. Believing that we were approaching
the beginning of a new phase of the business cycle, we shifted our asset
allocation mix, reducing cash and equivalents, as we found attractively priced
stocks in industries such as utilities, energy, and finance, which typically
perform well during this early stage. At the beginning of 1995, the fund
consisted of 57% equities, 14% bonds, and 29% cash and equivalents. By year's
end, the fund was comprised of 68% equities, 14% bonds, and 18% cash and
equivalents.

In the utilities sector, which represents the fund's largest industry holding,
we focused on its fastest-growing segment, telephone companies. For example, we
increased our position in GTE Corp., making it one of the fund's top ten
holdings. We believe it will be a prime beneficiary of the potential telephone
deregulation bill, allowing the company to offer its wired and wireless
customers one-stop shopping for their telecommunications needs. As of December
31, 1995, we continued to maintain our positions in AT&T, SBC Communications,
Inc., Ameritech Corp., Swedish-based LM Ericson, and Telefonos de Mexico
(Telmex).

Because the Organization of Petroleum Exporting Countries' (OPEC) supply quotas
remained unchanged, and worldwide demand for oil was expected to rise, we
maintained a broad representation in the energy sector. During the year, we
increased our position in Exxon, the world's largest publicly owned integrated
oil company. Exxon has made major strides in reducing operating costs, and on
December 31, 1995, had minimal long-term debt and offered a dividend yield of
around 4%. We also added to our holdings in Schlumberger, an oilfield services
company which we feel will benefit from the industry's increasing trend toward
contracting and international exploration. As a whole, we are optimistic about
this sector because many of these companies have relatively high dividend yields
and prospects for increasing future earnings.

   Franklin Premier Return Fund
   Top 10 Sectors on December 31, 1995
   Based on Total Net Assets

                                         % of Total
   Sector                                Net Assets

   Utilities                                10.15%

   Energy                                    9.84%

   Technology                                9.71%

   Capital Spending                          7.76%

   Consumer Services                         7.70%

   Basic Industries                          6.68%

   Financial Services                        4.31%

   Business Services                         3.81%

   Health Care                               3.77%

   Consumer Staples                          3.19%


We took advantage of the rise in prices of financial stocks, which were one of
1995's top performing S&P 500 sectors, by reducing the fund's holdings in this
area, from 7.27% on June 30, 1995 to 4.31% on December 31, 1995. Since many
banking institutions were selling at historically high price-to-book values and
peak forward earnings multiples during the last six months of the period, we
decided to realize profits by selling our position in Chemical Bank and a
partial position in BankAmerica Corporation.

When technology stocks began experiencing a correction during the second half of
the year (some prices declined as much as 25%-30% from their market highs in
July), we increased the fund's exposure to this sector from 4.02% on June 30,
1995 to 9.71% on December 31, 1995. We initiated positions in Intel, a leading
manufacturer of computer microprocessors, and Microsoft, a leading supplier of
software. At the end of 1995, both companies were growing in excess of 20%
annually, held preeminent positions in their respective markets, had minimal
long-term debt, and were selling at or below their estimated earnings growth
rate. Other attractive technology companies owned by the fund included Loral, a
leading maker of defense electronics and computer systems, and Boeing, the
world's leading manufacturer of commercial and defense aircrafts.



   Franklin Premier Return Fund
   Top 10 Equity Holdings on December 31, 1995

   Based on Total Net Assets

   Company                               % of Total
   Industry                              Net Assets

   Dun & Bradstreet                          3.29%
   Publishing

   Air Products & Chemicals, Inc.            2.35%
   Chemicals

   GTE Corp.                                 2.24%
   Telecommunications/Telephone Utilities

   Boeing Co.                                1.99%
   Aerospace & Defense Electronics

   Browning-Ferris Industries, Inc.          1.88%

   Pollution Control

   Exxon Corp.                               1.83%
   Energy

   PMI Group, Inc.                           1.73%
   Finance

   Litton Industries, Inc.                   1.70%
   Conglomerates

   Chevron Corp.                             1.67%
   Energy

   Allergan, Inc.                            1.65%
   Medical Products & Supplies



For a complete listing of portfolio holdings, please see page 10 of this report.

In the capital goods area, we boosted our exposure from 3.85% of total net
assets on December 31, 1994 to 7.76% on December 31, 1995. We added to our
holdings in Parker Hannifin Corp., a leading worldwide manufacturer of motion
control products, and increased our exposure to the electrical equipment
industry by purchasing shares of AMP, Inc., a top designer and producer of
electronic connection devices.

This discussion reflects the strategies we employed for the fund during the past
fiscal year, and includes our opinions as of the close of the period. Since
economic and market conditions are constantly changing, our strategies, and our
evaluations, conclusions and decisions regarding portfolio holdings, may change
in light of new circumstances as they arise. Although past performance of a
specific investment or sector cannot guarantee future performance, such
information can be useful in analyzing securities we purchase or sell for the
fund.

In accordance with our belief that the business cycle is in its expansionary
phase, we expect to continue to increase the fund's exposure to areas that are
sensitive to economic activity, such as technology, capital goods, and consumer
cyclicals. The charts on page 6 illustrate how the fund's asset allocation mix
at the end of this reporting period differed from the mix on December 31, 1992,
the last time the economy experienced an expansionary phase. As you can
see, the fund's equity holdings represented about 68% of the fund's assets on
December 31, 1995, compared with 83.7% in December 1992.

GRAPHIC MATERIALS 1 AND 2 OMITTED - SEE APPENDIX AT END OF DOCUMENT

Looking forward, we feel that improved corporate earnings, lower interest rates,
and the fact that 1996 is an election year should translate into gains for the
financial markets, and we shall continue to search for blue-chip investments in
the Standard & Poor's 500 and Mid-cap 400(R) universe as well as investment
grade corporate bonds and U.S. government bonds that offer the greatest total
return potential for our shareholders. We appreciate your participation in the
Franklin Premier Return Fund and welcome your comments or suggestions.

Sincerely,

Charles B. Johnson
Chairman of the Board
Franklin Premier Return Fund


Performance Summary

The Franklin Premier Return Fund posted a total return of +21.79% for the
one-year period ended December 31, 1995. Of course, we believe it is important
for shareholders to view their investments with a long-term perspective. As you
can see from the table on page 9, the fund delivered a cumulative total return
of 102.32% for the five-year period ended December 31, 1995. Total return
measures the change in value of an investment, assuming reinvestment of
dividends and capital gains, and does not include the initial sales charge.

The fund's share price, as measured by the net asset value, increased from $6.11
on December 31, 1994 to $7.25 on December 31, 1995. During the reporting period,
shareholders received distributions of 18 cents ($0.18) per share in income
dividends. Of course, distributions will vary depending on income earned by the
fund, and past performance is not indicative of future results.

The first graph on page 8 compares the fund's performance over the past 10 years
with the performance of the S&P 500. It also shows that an investment in the
fund has kept your purchasing power well-ahead of inflation, as measured by the
Consumer Price Index (CPI).

As you can see from the second graph on page 8, the fund's performance has been
more consistent with the performance of the S&P 500 since the investment
objective changed in May 1991. It is also worth noting that the fund has
generally underperformed the index during exceptionally strong stock market
rises because the fund does not invest solely in equities, but allocates its
assets among equities, bonds, and cash. Please remember that unmanaged market
indices do not pay commissions or market spreads to buy and sell securities.
Further, they do not pay management fees to cover salaries to security analysts
or portfolio managers. On the other hand, the fund's performance results include
the maximum initial sales charge, all fund expenses and account fees. If
operating expenses such as the fund's had been applied to the index, its (the
index) performance would have been lower. In addition, unlike the index, mutual
funds are never 100% invested because of the need to have cash on hand to redeem
shares. An index is simply a measure of performance and cannot be invested in
directly.


GRAPHIC MATERIALS 3 AND 4 OMITTED - SEE APPENDIX AT END OF DOCUMENT


Franklin Premier Return Fund
Periods ended December 31, 1995

                                                   Since
                                                 Objective
                                                  Change
                                       One-Year  (5/1/91)   Five-Year Ten-Year
Cumulative Total Return1                21.79%    77.82%     102.32%   173.22%

Average Annual Total Return2            16.28%    12.00%      14.07%    10.07%

30-Day Standardized Yield3:  2.04%

1. Cumulative total returns show the change in value of an investment over the
periods indicated and do not include the current, maximum 4.5% initial sales
charge. See note below.

2. Average annual total returns represent the average annual change in value of
an investment over the periods indicated and reflect the current, maximum 4.5%
initial sales charge. See note below.

3. Yield, calculated as required by the SEC, is based on the earnings of the
fund's portfolio during the 30 days ended December 31, 1995.

Note: Prior to July 1, 1994, fund shares were offered at a lower initial sales
charge, with dividends reinvested at the offering price. Thus, actual total
returns for purchasers of shares during that period would have been different
than noted above. Effective May 1, 1994, the fund eliminated the sales charge on
reinvested dividends and implemented a plan of distribution under Rule 12b-1,
which will affect future performance. All total return figures assume
reinvestment of dividends and capital gains at net asset value, and take into
account the effect of the 12b-1 plan from the date of its implementation.

Investment return and principal value will fluctuate with market conditions, and
you may have a gain or loss when you sell your shares. Past performance cannot
guarantee future results.

Under IRC 854(b)(2) of the Internal Revenue Code, the fund hereby designates
36.78% of the ordinary income dividends paid by the fund during the fiscal year
ended December 31, 1995 as income qualifying for the dividends received
deduction.


<TABLE>
<CAPTION>

FRANKLIN PREMIER RETURN FUND

Statement of Investments in Securities, Open Options and Net Assets, December 31, 1995
                                                                                                        Value
  Shares                                                                                              (Note 1)
                 Common Stocks  67.9%

                Aerospace & Defense Electronics  2.9%
    <S>         <C>                                                                                    <C>      
     10,000     Boeing Co. .......................................................................     $ 783,750
     10,000     Loral Corp. ......................................................................       353,750
                                                                                                   -------------
                                                                                                       1,137,500
                                                                                                   -------------
                Auto Parts  1.0%
     10,000     Genuine Parts Co. ................................................................       410,000
                                                                                                   -------------
                Chemicals  4.3%
     17,500     Air Products & Chemicals, Inc. ...................................................       923,125
      6,000     Du Pont (E.I.) DeNemours & Co. ...................................................       419,250
      5,000     Goodrich (B.F.) Co. ..............................................................       340,625
                                                                                                   -------------
                                                                                                       1,683,000
                                                                                                   -------------
                Commercial Services  .5%
     10,000     Ogden Corp. ......................................................................       213,750
                                                                                                   -------------
                Communication Equipment Manufacturers  1.0%
     20,000     Ericsson (LM), Sponsored ADR .....................................................       390,000
                                                                                                   -------------
                Computer Software  1.4%
      5,000     General Motors Corp., Class E ....................................................       260,000
      3,500     aMicrosoft Corp. .................................................................       307,125
                                                                                                   -------------
                                                                                                         567,125
                                                                                                   -------------
                Computer Systems  1.0%
      6,000     aSilicon Graphics, Inc. ..........................................................       165,000
     20,000     aTandem Computers, Inc. ..........................................................       212,500
                                                                                                   -------------
                                                                                                         377,500
                                                                                                   -------------
                Conglomerates  1.7%
     15,000     aLitton Industries, Inc. .........................................................       667,500
                                                                                                   -------------
                Cosmetics  1.3%
     15,000     aEstee Lauder Cos., Class A ......................................................       523,125
                                                                                                   -------------
                Electrical Equipment  3.0%
     15,000     aAmerican Standard Cos., Inc. ....................................................       420,000
     15,000     AMP, Inc. ........................................................................       575,625
     10,000     Westinghouse Electric Corp. ......................................................       165,000
                                                                                                   -------------
                                                                                                       1,160,625
                                                                                                   -------------
                Electronic Semiconductors  1.5%
      6,000     Intel Corp. ......................................................................       340,500
      4,000     Motorola, Inc. ...................................................................       228,000
                                                                                                   -------------
                                                                                                         568,500
                                                                                                   -------------
                Energy  8.7%
     12,500     Chevron Corp. ....................................................................     $ 656,250
      9,000     Exxon Corp. ......................................................................       721,125
     15,000     Helmerich & Payne, Inc. ..........................................................       446,250
     16,000     Phillips Petroleum Co. ...........................................................       546,000
      7,500     Schlumberger, Ltd. ...............................................................       519,375
     21,000     Union Pacific Resources Group, Inc. ..............................................       532,875
                                                                                                   -------------
                                                                                                       3,421,875
                                                                                                   -------------
                Entertainment/Media  1.4%
     15,000     Time Warner, Inc. ................................................................       568,125
                                                                                                   -------------
                Finance  4.3%
      5,000     BankAmerica Corp. ................................................................       323,750
     10,000     aRisk Capital Holdings, Inc. .....................................................       233,750
     15,000     The PMI Group, Inc. ..............................................................       678,750
     10,000     Wachovia Corp. ...................................................................       457,500
                                                                                                   -------------
                                                                                                       1,693,750
                                                                                                   -------------
                Food  .8%
     10,000     Nabisco Holdings Corp., Class A ..................................................       326,250
                                                                                                   -------------
                Gold/Miscellaneous Metals  1.1%
     10,000     Placer Dome, Inc. ................................................................       241,250
     15,000     Santa Fe Pacific Gold Corp. ......................................................       181,875
                                                                                                   -------------
                                                                                                         423,125
                                                                                                   -------------
                Hotels/Motels  1.6%
     10,000     Hilton Hotels, Corp. .............................................................       615,000
                                                                                                   -------------
                Household Products  1.0%
      5,000     Procter & Gamble Co. .............................................................       415,000
                                                                                                   -------------
                Iron/Steel  1.1%
      7,500     Nucor Corp. ......................................................................       428,438
                                                                                                   -------------
                Manufacturing  2.6%
     10,000     Illinois Tool Works, Inc. ........................................................       590,000
     12,500     Parker Hannifin Corp. ............................................................       428,125
                                                                                                   -------------
                                                                                                       1,018,125
                                                                                                   -------------
                Medical Products & Supplies  1.7%
     20,000     Allergan, Inc. ...................................................................       650,000
                                                                                                   -------------
                Miscellaneous  .6%
     13,800     aWaters Corp. ....................................................................       251,850
                                                                                                   -------------
                Pharmaceuticals  2.1%
     10,000     Glaxo Wellcome, Plc., ADR ........................................................     $ 282,500
     14,500     Pharmacia & Upjohn, Inc. .........................................................       561,875
                                                                                                   -------------
                                                                                                         844,375
                                                                                                   -------------
                Pollution Control  1.9%
     25,000     Browning-Ferris Industries, Inc. .................................................       737,500
                                                                                                   -------------
                Publishing  3.3%
     20,000     Dun & Bradstreet Corp. ...........................................................     1,295,000
                                                                                                   -------------
                Retail  4.6%
     15,000     aEthan Allen Interiors, Inc. .....................................................       305,625
     20,000     aFederated Department Stores, Inc. ...............................................       550,000
     10,000     Home Depot, Inc. .................................................................       478,750
      6,000     aToys R Us, Inc. .................................................................       130,500
     15,000     Wal-Mart Stores, Inc. ............................................................       335,625
                                                                                                   -------------
                                                                                                       1,800,500
                                                                                                   -------------
                Telecommunications/Telephone Utilities  7.3%
     10,000     Ameritech Corp. ..................................................................       590,000
     10,000     AT&T Corp. .......................................................................       647,500
     20,000     GTE Corp. ........................................................................       880,000
      7,500     SBC Communications, Inc. .........................................................       431,250
     10,000     Telefonos de Mexico, ADR .........................................................       318,750
                                                                                                   -------------
                                                                                                       2,867,500
                                                                                                   -------------
                Utilities/Electric  1.0%
     15,000     DPL, Inc. ........................................................................       371,250
                                                                                                   -------------
                Utilities/Natural Gas  3.2%
     15,000     Enron Corp. ......................................................................       571,875
     20,000     Enron Oil & Gas Co. ..............................................................       480,000
      7,500     Pacific Enterprises ..............................................................       211,875
                                                                                                   -------------
                                                                                                       1,263,750
                                                                                                   -------------
                      Total Common Stocks (Cost $25,482,017) .....................................    26,690,038
                                                                                                   -------------
                Convertible Preferred Stocks  .4%
     10,000     bWestinghouse Electric Co., $1.30 cvt. pfd., Series C (Cost $152,500) ............       160,000
                                                                                                   -------------
   Face
  Amount
 --------
                Bonds  13.9%
                Convertible Bonds  1.8%
   $ 95,000     bAll American Communications, Inc., cvt. sub. notes, 6.50%, 10/01/03 .............        83,600
  $ 175,000     b,cSilicon Graphics, Inc., cvt. sub. deb., (original accretion rate 4.15%),
                0.00%, 11/02/13                                                                       $   91,438
    500,000     b,fThermo Electron Corp., cvt. sub. deb., 4.25%, 01/01/03 ........................       545,000
                                                                                                   -------------
                      Total Convertible Bonds (Cost $699,666) ....................................       720,038
                                                                                                   -------------
                Corporate Bonds  1.0%
    250,000     Dayton Hudson Co., 8.60%, 01/15/12 ...............................................       290,608
    100,000     Georgia Pacific Corp., 9.125%, 07/01/22 ..........................................       114,791
                                                                                                   -------------
                      Total Corporate Bonds (Cost $347,375) ......................................       405,399
                                                                                                   -------------
                U.S. Government Securities  11.1%
    750,000     U.S. Treasury Bonds, 6.875% - 8.00%, 11/15/21 - 08/15/25 .........................       877,187
  3,300,000     U.S. Treasury Notes, 5.625% - 7.25%, 10/31/97 - 05/15/44 .........................     3,463,781
                                                                                                   -------------
                      Total U.S. Government Securities (Cost $4,005,266) .........................     4,340,968
                                                                                                   -------------
                      Total Bonds (Cost $5,052,307) ..............................................     5,466,405
                                                                                                   -------------

  Shares                                                                     Expiration   Exercise
 Optioned                                                                       Date        Price
 --------                                                                     --------     ------
                Put Options
                Hotels/Motels
     10,000     Hilton Hotels, Corp. .....................................   January, 96     60           10,000
                                                                                                   -------------
                Manufacturing
      7,500     Ilinois Tools Works, Inc. ................................   January, 96     55            1,875
                                                                                                   -------------
                      Total Put Options (Cost $12,380) ...........................................        11,875
                                                                                                   -------------
                      Total Common Stocks, Convertible Preferred Stocks, Bonds and Options
                       (Cost $30,699,204) ........................................................    32,328,318
                                                                                                   -------------
   Face
  Amount
 --------
                dShort Term Investments  11.4%
                Certificates of Deposit  2.5%
 $1,000,000     Societe Generale, 5.53%, 03/20/96 ................................................       999,899
                                                                                                   -------------
                Commercial Paper  5.1%
  1,000,000     Associates Corp. of North America, 5.45%, 03/21/96 ...............................       987,310
  1,000,000     CIESCO L.P., 5.67%, 01/11/96 .....................................................       997,970
                                                                                                   -------------
                                                                                                       1,985,280
                                                                                                   -------------
                U.S. Government Securities  3.8%
  1,500,000     U.S. Treasury Notes, 6.00%, 06/30/96 .............................................     1,506,093
                                                                                                   -------------
                      Total Short Term Investments (Cost $4,483,309) .............................     4,491,272
                                                                                                   -------------
                      Total Investments before Repurchase Agreements (Cost $35,182,513) ..........    36,819,590
                                                                                                   -------------
                eReceivables from Repurchase Agreements  9.1%
 $3,427,327     Joint Repurchase Agreement, 5.745%, 01/02/96 (Maturity Value $3,569,177)
                 (Cost $3,566,900)
                 Bear Stearns & Co. Inc., (Maturity Value $543,229)
                 Collateral: U. S. Treasury Notes, 5.75% - 8.875%, 02/29/96 - 08/31/00
                 Daiwa Securities America, Inc., (Maturity Value $309,803)
                 Collateral: U. S. Treasury Bills, 08/22/96
                U. S. Treasury Notes, 5.125% - 6.25%, 08/31/96 - 06/30/98
                 Donaldson, Lufkin & Jenrette Securities Corp., (Maturity Value $543,229)
                 Collateral: U. S. Treasury Notes, 5.125% - 8.75%, 03/31/97 - 11/30/99
                 Fuji Securities, Inc., (Maturity Value $543,229)
                 Collateral: U. S. Treasury Notes, 7.50%, 12/31/96 - 10/31/99
                 Lehman Brothers, Inc., (Maturity Value $543,229)
                 Collateral: U. S. Treasury Notes, 5.75% - 8.75%, 09/30/97 - 09/30/00
                 SBC Capital Markets, Inc., (Maturity Value $543,229)
                 Collateral: U. S. Treasury Notes, 7.50%, 10/31/99
                 UBS Securities, Inc. (Maturity Value $543,229)
                 Collateral: U. S. Treasury Notes, 6.75% - 7.75%, 04/30/97 - 01/31/00 ............   $ 3,566,900
                                                                                                   -------------
                          Total Investments (Cost $38,749,413)  102.7% ...........................    40,386,490
                          Liabilities in Excess of Other Assets  (2.7)% ..........................    (1,067,847)
                                                                                                   -------------
                          Net Assets  100.0% .....................................................   $39,318,643
                                                                                                   =============

                At December 31, 1995 the net unrealized appreciation based on
                 the cost of investments for income tax purposes of $38,749,413
                 was as follows:
                  Aggregate gross unrealized appreciation for all investments in which there was
                 an excess of value over tax cost ................................................    $3,396,923
                  Aggregate gross unrealized depreciation for all investments in which there was
                 an excess of tax cost over value ................................................    (1,759,846)
                                                                                                   -------------
                  Net unrealized appreciation ....................................................    $1,637,077
                                                                                                   =============
</TABLE>


PORTFOLIOABBREVIATIONS:
L.P.  - Limited Partnership


aNon-income producing.
bSee Note 6 regarding Rule 144A securities.
cZero coupon/Step-up bonds. The current effective yield may vary. The original
accretion rate will remain constant. dCertain short-term securities are traded
on a discount basis; the rates shown are the discount rates at the time of
purchase by the Fund. Other securities bear interest at the rates shown, payable
at fixed dates or upon maturity. eFace amount for repurchase agreements is for
the underlying collateral. See Note 1(g) regarding joint repurchase agreement.
fSee Note 1(e) regarding securities purchased on a when-issued or delayed
delivery basis.

The accompanying notes are an integral part of these financial statements.

Financial Statements

Statement of Assets and Liabilities
December 31, 1995

Statement of Operations
for the year ended December 31, 1995

Assets:
 Investments in securities, at value
 (identified cost $35,182,513)             $36,819,590
 Receivables from repurchase
 agreements, at value and cost               3,566,900
 Cash                                           53,076
 Receivables:
  Investment securities sold                   564,441
  Dividends and interest                       157,635
  Capital shares sold                           12,923
                                        --------------
      Total assets                          41,174,565
                                        --------------

Liabilities:
 Payables:
  Investment securities purchased:
   Regular delivery                          1,293,750
   When-issued basis or
 delayed delivery (Note 1)                     500,000
  Management fees                               20,410
  Distribution fees                             12,610
  Shareholder servicing costs                    2,885
 Accrued expenses and other liabilities         26,267
                                        --------------
      Total liabilities                      1,855,922
                                        --------------
Net assets, at value                       $39,318,643
                                        ==============


Net assets consist of:
 Undistributed net investment income          $ 70,714
 Net unrealized appreciation on investments  1,637,077
 Net realized loss                            (356,102)
 Capital shares                             37,966,954
                                        --------------
Net assets, at value                       $39,318,643
                                        ==============



Computation of net asset value and offering price per share:
  Net asset value*
   ($39,318,643 / 5,423,517 shares
 outstanding)                                    $7.25
                                        ==============


Maximum offering price (100/95.5 of $7.25)       $7.59
                                        ==============


*Redemption price per share is equal to net asset value less any applicable
contingent deferred sales charge. Investment income:

 Dividends                          $464,056
 Interest                            796,036
                              --------------

      Total income                          $1,260,092
Expenses:
 Management fees (Note 5)            198,598
 Distribution fees (Note 5)           59,813
 Shareholder servicing costs
 (Note 5)                             29,336
 Professional fees                    23,584
 Reports to shareholders              20,705
 Registration and filing fees         19,842
 Directors' fees and expenses          6,402
 Custodian fees                        2,801
 Other                                 4,991
                              --------------

      Total expenses                           366,072
                                        --------------

       Net investment income                   894,020
                                        --------------

Realized and unrealized gain from investments:
  Net realized gain from:
   Transactions in written
 options which expired
 or were closed (Note 4)             125,130
   Other security transactions       230,481
                              --------------

      Net realized gain                        355,611
  Net unrealized appreciation                4,911,516
                                        --------------

  Net realized and unrealized

 gain on investments                         5,267,127
                                        --------------

  Net increase in net assets
 resulting from operations                  $6,161,147
                                        ==============




The accompanying notes are an integral part of these financial statements.
<TABLE>
<CAPTION>

Statements of Changes in Net Assets
for the years ended December 31, 1995 and 1994

                                                                                         1995           1994
                                                                                       ---------      ---------
Increase (decrease) in net assets:
 Operations:
<S>                                                                                     <C>            <C>      
  Net investment income ..........................................................      $ 894,020      $ 568,069
  Net realized gain (loss) from security transactions ............................        355,611       (114,361)
  Net unrealized appreciation (depreciation) on investments ......................      4,911,516       (355,103)
                                                                                       ---------      ---------
      Net increase in net assets resulting from operations .......................      6,161,147         98,605
 Distributions to shareholders from undistributed net investment income ..........       (857,567)      (564,467)
 Increase in net assets from capital share transactions (Note 3) .................      8,384,330      3,219,354
                                                                                       ---------      ---------
      Net increase in net assets .................................................     13,687,910      2,753,492
Net assets:
 Beginning of year ...............................................................     25,630,733     22,877,241
                                                                                       ---------      ---------
 End of year (including undistributed net investment income of $70,714 - 1995;
 and $34,261 - 1994) .............................................................    $39,318,643    $25,630,733
                                                                                       =========      =========


The accompanying notes are an integral part of these financial statements.

Notes to Financial Statements


</TABLE>


1. SIGNIFICANT ACCOUNTING POLICIES

Franklin Premier Return Fund (the Fund) is an open-end, diversified management
investment company (mutual fund) registered under the Investment Company Act of
1940, as amended.

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. The
policies are in conformity with generally accepted accounting principles for
investment companies.

a. Security Valuation:

Portfolio securities listed on a securities exchange or on the NASDAQ for which
market quotations are readily available are valued at the last sale price or, if
there is no sale price, within the range of the most recent quoted bid and asked
prices. Other securities are valued based on a variety of factors, including
yield, risk, maturity, trade activity and recent developments related to the
securities. Portfolio securities which are traded both in the over the counter
market and on a securities exchange are valued according to the broadest and
most representative market as determined by the manager. The Fund may utilize a
pricing service, bank or broker/dealer experienced in such matters to perform
any of the pricing functions, under procedures approved by the Board of
Directors (the Board). Securities for which market quotations are not available
are valued in accordance with procedures established by the Board.

Open option contracts are valued at their last sale price on the relevant
exchange. If there is no sale price, the options will be valued at the mean
between the current closing bid and asked prices.

b. Income Taxes:

The Fund intends to continue to qualify for the tax treatment applicable to
regulated investment companies under the Internal Revenue Code and to make the
requisite distributions to its shareholders which will be sufficient to relieve
it from income and excise taxes.

c. Security Transactions:

Security transactions are accounted for on the date the securities are purchased
or sold (trade date). Realized gains and losses on security transactions are
determined on the basis of specific identification.

d. Investment Income, Expenses and Distributions:

Dividend income and distributions to shareholders are recorded on the
ex-dividend date. Interest income and estimated expenses are accrued daily. Bond
discount and premium are amortized as required by the Internal Revenue Code.

Net realized capital gains and losses may differ for financial statement and tax
purposes primarily due to differing treatment of wash sale and option
transactions.

e. Securities Purchased on a When-Issued or Delayed Delivery Basis:

The Fund may purchase securities on a when-issued or delayed delivery basis,
with payment and delivery scheduled for a future date. These transactions are
subject to market fluctuations and the risk that the value at delivery may be
more or less than the trade date purchase price. Although the Fund will
generally purchase these securities with the intention of holding them, it may
sell the securities before the settlement date. These securities, if any, are
identified on the accompanying Statement of Investments in Securities, Open
Options and Net Assets. The Fund has set aside sufficient investment securities
as collateral for these purchase commitments.

f. Option Transactions:

The Fund writes listed put options and covered call options in which premiums
received are recorded as a liability which is marked to market to reflect the
current value of the options written. A covered call option gives the holder the
right to buy the underlying security which the Fund owns at any time during the
option period at a predetermined exercise price. The risk in writing a covered
call option is that the Fund gives up the opportunity to participate in any
increase in the price of the underlying security beyond the exercise price.
Proceeds from call options exercised are increased by the amount of premiums
received. A put option gives the holder the right to sell the underlying
security to the Fund at any time during the option period at a predetermined
exercise price. The risk in writing a put option is that the Fund is exposed to
the risk of loss if the market price of the underlying securities declines. If
the holder of a put option written by the Fund exercises the option, the Fund's
cost basis in the underlying security is the exercise price reduced by the
premium received. If an option expires or is canceled in a closing transaction,
the Fund will realize a gain or loss depending on whether the cost of the
closing transaction, if any, is less than or greater than the premium originally
received.

The Fund purchases listed put options on certain securities to protect the
securities against a decline in market value. A listed purchased put option
gives the Fund the right to sell the underlying security at the option exercise
price at any time during the option period. The put option on a security allows
the Fund to protect the unrealized gain in an appreciated security without
actually selling the security. Any losses realized by the Fund upon expiration
of the put options are limited to the premiums paid for the purchase of such
options, plus any transaction costs.

The Fund may buy listed call options on securities which it intends to purchase
in order to limit the risk of a substantial increase in the market price of such
securities. A call option gives the Fund the right to buy the underlying
securities from the option writer at a stated exercise price. Any losses
realized by the Fund upon expiration of the call options are limited to the
premiums paid for the purchase of such options, plus any transaction costs.

g. Repurchase Agreements:

The Fund may enter into a joint repurchase agreement whereby its uninvested cash
balance is deposited into a joint cash account to be used to invest in one or
more repurchase agreements with government securities dealers recognized by the
Federal Reserve Board and/or member banks of the Federal Reserve System. The
value and face amount of the joint repurchase agreement are allocated to the
Fund based on its pro-rata interest. A repurchase agreement is accounted for as
a loan by the Fund to the seller, collateralized by underlying U.S. Government
securities, which are delivered to the Fund's custodian. The market value,
including accrued interest, of the initial collateralization is required to be
at least 102% of the dollar amount invested by the Fund, with the value of the
underlying securities marked to market daily to maintain coverage of at least
100%. At December 31, 1995, all outstanding repurchase agreements held by the
Fund had been entered into on December 29, 1995.


2. DISTRIBUTIONS AND CAPITAL LOSS CARRYOVERS

At December 31, 1995, for tax purposes, the Fund had capital loss carryovers as
follows:

                                    Expiring in:    2000           $194,808
                                                     2002           161,294
                                                               --------------
                                                                   $356,102
                                                               ==============


For tax purposes, the aggregate cost of securities and unrealized appreciation
of the Fund are the same as for financial statement purposes at December 31,
1995.


3. CAPITAL STOCK

At December 31, 1995, there were 5,000,000,000 shares of no par value capital
stock authorized. Transactions in the Fund's shares were as follows:
<TABLE>
<CAPTION>

                                                                           Year Ended December 31
                                                                   ---------------------------------------
                                                                       1995                       1994
                                                                -------------------        ------------------
                                                              Shares        Amount        Shares       Amount
                                                              -------     ----------      -------     ---------
<S>                                                         <C>           <C>             <C>         <C>       
Shares sold..............................................   1,623,616     $11,163,102     348,334     $2,165,824
Shares issued in reinvestment of dividends and
 distributions...........................................      96,003         662,619      64,686        399,128
Shares redeemed..........................................    (680,337)     (4,668,176)   (490,021)    (3,056,758)
Changes from exercise of exchange privilege:
 Shares sold.............................................     630,720       4,149,611     820,741      5,156,663
 Shares redeemed.........................................    (439,969)     (2,922,826)   (230,690)    (1,445,503)
                                                              -------     ----------      -------     ---------
      Net increase.......................................   1,230,033      $8,384,330     513,050     $3,219,354
                                                              =======     ==========      =======     =========
</TABLE>

4. PURCHASES AND SALES OF SECURITIES

Purchases and sales of securities (excluding purchased and written options, and
purchases and sales of short-term securities) for the year ended December 31,
1995 aggregated $25,042,610 and $14,642,179, respectively. At December 31, 1995,
there were no securities or other assets deposited as collateral for outstanding
options.

Transactions in written options for the year ended December 31, 1995 were as
follows:
<TABLE>
<CAPTION>

                                                                            Call                     Put
                                                                      ----------------         ---------------
                                                                                 Number of              Number of
                                                                     Amount of    Shares    Amount of    Shares
                                                                     Premiums    Optioned   Premiums    Optioned
                                                                     --------     -------   -------     -------
<S>                                                                  <C>          <C>           <C>       <C>   
Options outstanding at December 31, 1994.........................    $ 34,474     17,500        $ --          --
Options written .................................................     180,216     83,000      18,399       7,500
Options expired..................................................     (83,552)   (36,900)    (18,399)     (7,500)
Options exercised................................................    (105,956)   (55,100)         --          --
Options closed...................................................     (25,182)    (8,500)         --          --
                                                                     --------     -------    -------     -------
Options outstanding at December 31, 1995.........................         $--         --        $ --          --
                                                                     ========     =======    =======     =======
</TABLE>

The cost of canceling written call options in closing purchase transactions was
$2,004 resulting in a net short-term capital gain of $23,178 for the year ended
December 31, 1995. Premiums received on expired written call and put options
resulted in a net short-term capital gain of $101,951 for the year ended
December 31, 1995.


5. TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

Under the terms of a management agreement, Franklin Advisers, Inc. (Advisers),
provides investment advice, administrative services, office space and facilities
to the Fund, and receives fees computed monthly on the net assets of the Fund on
the last day of the month as follows:

  Annualized Fee Rate Average Daily Net Assets
  -------------      -----------------------------------
  .625 of 1%         First $100 million
  .500 of 1%         Over $100 million, up to and including $250 million
  .450 of 1%         In excess of $250 million

The terms of the management agreement provide that aggregate annual expenses of
the Fund be limited to the extent necessary to comply with the limitations set
forth in the laws, regulations and administrative interpretations of the states
in which the Fund's shares are registered. For the year ended December 31, 1995,
the Fund's expenses did not exceed these limitations.

In its capacity as underwriter for the capital stock of the Fund,
Franklin/Templeton Distributors, Inc. (Distributors), receives commissions on
sales of the Fund's capital stock. Commissions are deducted from the gross
proceeds received from the sale of the Fund's capital stock, and as such are not
expenses of the Fund. Distributors may also make payments, out of its resources,
to the dealers for certain sales of the Fund's capital stock. Commissions
received by Distributors and the amount paid to other dealers for the year ended
December 31, 1995, amounted to $137,840 and $122,346, respectively.

Under the terms of a shareholder services agreement with Franklin/Templeton
Investor Services (Investor Services), the Fund pays costs on a per shareholder
account basis. Shareholder servicing costs incurred for the year ended December
31, 1995 aggregated $29,336, of which $27,330 was paid to Investor Services.

Under the terms of a Distribution Plan pursuant to Rule 12b-1 of the Investment
Company Act of 1940, the Fund reimburses Distributors in an amount up to a
maximum of 0.25% per annum of the Fund's average daily net assets for costs
incurred in the promotion, offering and marketing of the Fund's shares. The Plan
does not permit nor require payments of excess costs after plan termination.
Fees incurred by the Fund under the agreement aggregated $59,813 for the year
ended December 31, 1995.

Certain officers and directors of the Fund are also officers and/or directors of
Distributors, Advisers, and Investor Services, all wholly-owned subsidiaries of
Franklin Resources, Inc.


6. RULE 144A SECURITIES

Rule 144A provides a non-exclusive safe harbor exemption from the registration
requirements of the Securities Act of 1933 for specified resales of restricted
securities to qualified institutional investors. The Fund values these
securities as disclosed in Note 1. At December 31, 1995, the Fund held 144A
securities with a value aggregating $880,038 representing 2.24% of the Fund's
net assets. See the accompanying Statement of Investments in Securities, Open
Options and Net Assets for specific information on such securities.


7. FINANCIAL HIGHLIGHTS

Selected data for a share of capital stock outstanding throughout each period
are as follows:
<TABLE>
<CAPTION>

                                                                               Year Ended December 31,
                                                                         -----------------------------------
                                                                     1995      1994     1993      1992     1991
                                                                    -------   ------   ------    ------   ------
Per Share Operating Performance
<S>                                                                <C>        <C>      <C>      <C>      <C>  
Net asset value at beginning of period...........................  $6.11      $6.22    $5.40    $4.88    $4.21
                                                                    -------   ------   ------    ------   ------
Net investment income............................................   0.18       0.14     0.13     0.15     0.14
Net realized and unrealized gain (loss) on securities............   1.14      (0.11)    0.86     0.53     0.78
                                                                    -------   ------   ------    ------   ------
Total from investment operations.................................   1.32       0.03     0.99     0.68     0.92
                                                                    -------   ------   ------    ------   ------
   Less distributions from:
 Net investment income...........................................  (0.18)     (0.14)   (0.17)   (0.16)   (0.135)
 Capital gains...................................................     --        --       --        --    (0.115)
                                                                    -------   ------   ------    ------   ------
Total distributions..............................................  (0.18)     (0.14)   (0.17)   (0.16)   (0.250)
                                                                    -------   ------   ------    ------   ------
Net asset value at end of period.................................  $7.25      $6.11    $6.22    $5.40    $4.88
                                                                    =======   ======   ======    ======   ======
Total Return*....................................................  21.79%      0.46%   18.38%   14.02%   22.06%
Ratios/Supplemental Data
Net assets at end of period (in 000's)...........................   $39,319   $25,631  $22,877   $22,077  $28,189
   Ratio of expenses to average net assets.......................   1.17%      1.27%    1.00%     .92%     .93%
Ratio of net investment income to average net assets.............   2.86%      2.29%    2.15%    2.81%    2.95%
Portfolio turnover rate..........................................  62.01%     45.18%   20.49%   23.17%   62.25%
Average commission rate**........................................   0.0640      --       --        --       --
</TABLE>

*Total return measures the change in value of an investment over the periods
indicated. It is not annualized. It does not include the maximum front-end sales
charge or the contingent deferred sales charge, and assumes reinvestment of
dividends and capital gains, if any, at net asset value. Prior to May 1, 1994,
dividends were reinvested at the maximum offering price. **Represents the
average broker commission rate per share paid by the Fund in connection with the
execution of the Fund's portfolio transaction in equity securities.

Report of Independent Auditors



To the Shareholders and Board of Directors
of Franklin Premier Return Fund:

We have audited the accompanying statement of assets and liabilities of Franklin
Premier Return Fund, including the statement of investments in securities, open
options, and net assets, as of December 31, 1995, and the related statement of
operations for the year then ended, the statements of changes in net assets for
each of the two years in the period then ended, and the financial highlights for
each of the five years in the period then ended. These financial statements and
financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1995, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the
Franklin Premier Return Fund as of December 31, 1995, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each of
the five years in the period then ended, in conformity with generally accepted
accounting principles.

                                                      COOPERS & LYBRAND L.L.P.

San Francisco, California
January 31, 1996




Franklin Premier Return Fund

APPENDIX
DESCRIPTION OF GRAPHIC MATERIAL OMITTED FROM EDGAR FILING
(PURSUANT TO ITEM 304 (a) OF REGULATION S-T)



GRAPHIC MATERIAL (1)

This chart shows in pie chart format the fund's asset allocation on December 31,
1995 as a percentage of the fund's total net assets.
<TABLE>
<CAPTION>
Franklin Premier Return Fund
Asset Allocation on 12/31/95
<S>                                                           <C>
Equity                                                        68.0%
Fixed-Income Securities                                       14.0%
Cash & Equivalents                                            18.0%
</TABLE>


GRAPHIC MATERIAL (2)

This chart shows in pie chart format the fund's asset allocation on December 31,
1992 as a percentage of the fund's total net assets.
<TABLE>
<CAPTION>
Franklin Premier Return Fund
Asset allocation on 12/31/92
<S>                                                           <C>
Equity                                                        83.7%
Fixed-Income Securities                                       12.8%
Cash & Equivalents                                             3.5%
</TABLE>


GRAPHIC MATERIAL (3)

The following line graph hypothetically compares the performance of Franklin
Premier Return Fund to that of the S&P 500 Index, based on a $10,000 investment
from 1/1/86 to 12/31/95.
<TABLE>
<CAPTION>
Period Ending     F. Premier Return S&P 500 Index    CPI
<S>                         <C>                       <C>                        <C>
1/1/86                      $9551                      $10000                     $10000
1/31/86                     $9569                      $10056                     $10027
2/28/86                     $10035                     $10807                     $10000
3/31/86                     $10275                     $11410                     $9954
4/30/86                     $10206                     $11281                     $9936
5/31/86                     $10530                     $11881                     $9964
6/30/86                     $10563                     $12082                     $10019
7/31/86                     $9948                      $11407                     $10019
8/31/86                     $10336                     $12253                     $10037
9/30/86                     $9730                      $11240                     $10083
10/31/86                    $10226                     $11888                     $10092
11/30/86                    $10434                     $12177                     $10101
12/31/86                    $10278                     $11867                     $10110
1/31/87                     $10961                     $13465                     $10174
2/28/87                     $11212                     $13997                     $10210
3/31/87                     $11302                     $14402                     $10256
4/30/87                     $11136                     $14273                     $10312
5/31/87                     $11266                     $14398                     $10348
6/30/87                     $11710                     $15125                     $10384
7/31/87                     $12171                     $15892                     $10411
8/31/87                     $12402                     $16484                     $10466
9/30/87                     $12286                     $16123                     $10521
10/31/87                    $10160                     $12650                     $10548
11/30/87                    $9699                      $11608                     $10557
12/31/87                    $10438                     $12491                     $10557
1/31/88                     $10691                     $13017                     $10585
2/29/88                     $11197                     $13624                     $10612
3/31/88                     $11049                     $13203                     $10658
4/30/88                     $11150                     $13349                     $10714
5/31/88                     $11259                     $13464                     $10750
6/30/88                     $11694                     $14082                     $10796
7/31/88                     $11764                     $14029                     $10842
8/31/88                     $11539                     $13552                     $10887
9/30/88                     $11966                     $14129                     $10960
10/31/88                    $12076                     $14522                     $10996
11/30/88                    $11983                     $14314                     $11005
12/31/88                    $12298                     $14563                     $11024
1/31/89                     $12898                     $15629                     $11079
2/28/89                     $12754                     $15240                     $11124
3/31/89                     $12970                     $15595                     $11189
4/30/89                     $13414                     $16405                     $11261
5/31/89                     $13711                     $17069                     $11326
6/30/89                     $13662                     $16972                     $11353
7/31/89                     $14357                     $18504                     $11380
8/31/89                     $14663                     $18867                     $11398
9/30/89                     $14510                     $18790                     $11435
10/31/89                    $14044                     $18354                     $11590
11/30/89                    $14228                     $18728                     $11517
12/31/89                    $14124                     $19177                     $11536
1/31/90                     $13281                     $17891                     $11654
2/28/90                     $13471                     $18121                     $11709
3/31/90                     $13771                     $18602                     $11774
4/30/90                     $13591                     $18139                     $11792
5/31/90                     $14403                     $19907                     $11820
6/30/90                     $14295                     $19774                     $11883
7/31/90                     $14035                     $19710                     $11929
8/31/90                     $12937                     $17929                     $12038
9/30/90                     $12215                     $17055                     $12139
10/31/90                    $11735                     $16982                     $12212
11/30/90                    $12480                     $18079                     $12239
12/31/90                    $12898                     $18584                     $12239
1/31/91                     $13786                     $19394                     $12313
2/28/91                     $14246                     $20780                     $12331
3/31/91                     $14491                     $21283                     $12350
4/30/91                     $14674                     $21334                     $12368
5/31/91                     $15330                     $22254                     $12405
6/30/91                     $14737                     $21235                     $12441
7/31/91                     $15052                     $22224                     $12460
8/31/91                     $15305                     $22751                     $12496
9/30/91                     $15305                     $22371                     $12551
10/31/91                    $15534                     $22671                     $12570
11/30/91                    $14892                     $21757                     $12606
12/31/91                    $15760                     $24246                     $12615
1/31/92                     $16148                     $23795                     $12634
2/29/92                     $16600                     $24102                     $12679
3/31/92                     $16503                     $23632                     $12744
4/30/92                     $16897                     $24325                     $12762
5/31/92                     $16832                     $24444                     $12780
6/30/92                     $16637                     $24080                     $12826
7/31/92                     $16964                     $25064                     $12853
8/31/92                     $16603                     $24551                     $12889
9/30/92                     $16997                     $24838                     $12925
10/31/92                    $16768                     $24922                     $12970
11/30/92                    $17396                     $25770                     $12988
12/31/92                    $17992                     $26087                     $12979
1/31/93                     $18392                     $26306                     $13043
2/28/93                     $18592                     $26663                     $13088
3/31/93                     $18994                     $27226                     $13134
4/30/93                     $19161                     $26567                     $13171
5/31/93                     $19496                     $27277                     $13189
6/30/93                     $19781                     $27356                     $13208
7/31/93                     $19681                     $27246                     $13208
8/31/93                     $20322                     $28279                     $13245
9/30/93                     $20541                     $28061                     $13273
10/31/93                    $20915                     $28642                     $13327
11/30/93                    $20745                     $28370                     $13336
12/31/93                    $21323                     $28713                     $13336
1/31/94                     $22009                     $29689                     $13372
2/28/94                     $21837                     $28885                     $13418
3/31/94                     $21134                     $27625                     $13464
4/30/94                     $21203                     $27979                     $13482
5/31/94                     $21444                     $28438                     $13492
6/30/94                     $21185                     $27741                     $13538
7/31/94                     $21566                     $28651                     $13574
8/31/94                     $22156                     $29826                     $13629
9/30/94                     $21895                     $29098                     $13665
10/31/94                    $22001                     $29753                     $13675
11/30/94                    $21269                     $28670                     $13693
12/31/94                    $21425                     $29094                     $13693
1/31/95                     $21671                     $29848                     $13747
2/28/95                     $22407                     $31012                     $13802
3/31/95                     $22845                     $31926                     $13848
4/30/95                     $22951                     $32865                     $13894
5/31/95                     $23515                     $34180                     $13921
6/30/95                     $23921                     $34973                     $13949
7/31/95                     $24346                     $36134                     $13949
8/31/95                     $24488                     $36224                     $13986
9/30/95                     $24950                     $37753                     $14014
10/31/95                    $24878                     $37617                     $14060
11/30/95                    $25915                     $39268                     $14050
12/31/95                    $26095                     $40026                     $14040
</TABLE>


GRAPHIC MATERIAL (4)

The following line graph hypothetically compares the performance of Franklin
Premier Return Fund to that of the S&P 500 Index, based on a $10,000 investment
from 5/1/91 to 12/31/95.
<TABLE>
<CAPTION>
Period Ending     F. Premier Return S&P 500 Index    CPI
<S>                         <C>                       <C>                        <C>
5/1/91                      $9553                      $10000                     $10000
5/31/91                     $9980                      $10431                     $10030
6/30/91                     $9593                      $9953                      $10059
7/31/91                     $9799                      $10417                     $10074
8/31/91                     $9963                      $10664                     $10103
9/30/91                     $9966                      $10486                     $10148
10/31/91                    $10113                     $10626                     $10163
11/30/91                    $9695                      $10198                     $10193
12/31/91                    $10260                     $11365                     $10200
1/31/92                     $10512                     $11153                     $10215
2/29/92                     $10806                     $11297                     $10252
3/31/92                     $10746                     $11077                     $10304
4/30/92                     $11000                     $11402                     $10318
5/31/92                     $10957                     $11457                     $10333
6/30/92                     $10830                     $11287                     $10370
7/31/92                     $11043                     $11748                     $10392
8/31/92                     $10808                     $11508                     $10421
9/30/92                     $11066                     $11642                     $10450
10/31/92                    $10916                     $11682                     $10487
11/30/92                    $11325                     $12079                     $10501
12/31/92                    $11713                     $12227                     $10494
1/31/93                     $11973                     $12330                     $10545
2/28/93                     $12103                     $12498                     $10582
3/31/93                     $12365                     $12762                     $10619
4/30/93                     $12474                     $12453                     $10649
5/31/93                     $12692                     $12785                     $10664
6/30/93                     $12878                     $12822                     $10679
7/31/93                     $12812                     $12771                     $10679
8/31/93                     $13229                     $13255                     $10709
9/30/93                     $13372                     $13153                     $10731
10/31/93                    $13615                     $13425                     $10775
11/30/93                    $13504                     $13298                     $10783
12/31/93                    $13881                     $13459                     $10783
1/31/94                     $14327                     $13916                     $10812
2/28/94                     $14216                     $13539                     $10849
3/31/94                     $13758                     $12949                     $10886
4/30/94                     $13803                     $13115                     $10901
5/31/94                     $13960                     $13330                     $10909
6/30/94                     $13791                     $13003                     $10946
7/31/94                     $14039                     $13430                     $10975
8/31/94                     $14423                     $13980                     $11019
9/30/94                     $14254                     $13639                     $11049
10/31/94                    $14322                     $13946                     $11057
11/30/94                    $13846                     $13438                     $11071
12/31/94                    $13947                     $13637                     $11071
1/31/95                     $14107                     $13990                     $11115
2/28/95                     $14587                     $14536                     $11160
3/31/95                     $14872                     $14965                     $11197
4/30/95                     $14941                     $15405                     $11233
5/31/95                     $15308                     $16021                     $11256
6/30/95                     $15572                     $16393                     $11278
7/31/95                     $15849                     $16937                     $11278
8/31/95                     $15942                     $16979                     $11308
9/30/95                     $16242                     $17696                     $11330
10/31/95                    $16195                     $17632                     $11368
11/30/95                    $16870                     $18406                     $11360
12/31/95                    $16987                     $18761                     $11352
</TABLE>







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