FRANKLIN ASSET ALLOCATION FUND
N-30D, 1997-03-10
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Your Fund's Objective:

The  Franklin  Asset  Allocation  Fund seeks to  provide  total  return  through
investment in common  stocks,  investment  grade  corporate and U.S.  government
bonds,  short-term money market  instruments,  securities of foreign issuers and
real estate securities.  The fund places secondary emphasis on reduced risk over
time. February 18, 1997

Dear Shareholder:

We are pleased to bring you the annual report of the Franklin  Asset  Allocation
Fund for the twelve months ended December 31, 1996.

During the first quarter of the year, Gross Domestic Product (GDP) expanded at a
modest annual rate of 2%. It then rose 4.7% in the second quarter, returned to a
2.1% rate in the third  quarter,  and to the surprise of many  economists,  rose
4.7% in the  fourth  quarter.  The  growth  rate for the  year as a whole  was a
moderate  2.5%.1  Over the  period,  the  Standard & Poor's 500 Stock Index (S&P
500(R)) advanced  22.96%,2 and long-term bond prices,  as measured by the Lehman
Brothers  Government/Corporate Bond Index, rose 2.91%.3 Within this environment,
the fund  delivered a one-year  total  return of +17.41%,  as  discussed  in the
Performance Summary on page 7.


1. Source for all GDP figures: U.S. Commerce Dept.
2. Source:  Standard & Poor's  Corporation.  The index is unmanaged and includes
reinvested dividends.


On August 1, 1996, the fund's name was changed from Franklin Premier Return Fund
in order to better reflect its investment  strategy and  philosophy.  The fund's
shareholders  also voted to modify the wording of its investment  objective from
high current return and relative stability of principal,  to total return with a
secondary  emphasis on reduced risk over time.  During the reporting  period, we
continued our "top-down"  investment approach,  first analyzing economic factors
in seeking 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 appeared to offer the strongest prospects
for capital appreciation.  In trying to determine the business cycle's stage, we
closely  monitor  the  Leading  Economic  Index.4  In  the  third  quarter,  the
Conference  Board5  removed two  components  of this index,  which had  produced
misleading  signals during the preceding two business  cycles.  Since  measuring
expected economic activity is critical to our "top-down"  analysis,  this change
should help in our investment process.




GRAPHIC MATERIAL 1 OMITTED - SEE APPENDIX AT END OF DOCUMENT




3. Source:  Unmanaged Lehman Brothers  Government/  Corporate Bond Index.  Price
return includes reinvested interest.
4. The Leading Economic Index is a composite of 10 leading  economic  indicators
and is published by Business Conditions Digest USA.


During the  reporting  period,  your  fund's  asset  allocation  mix  shifted in
response to market  opportunities  and our  assessment  of expected  returns for
various asset  classes.  At the  beginning of 1996,  the fund's total net assets
consisted of 68% equities,  14% bonds, and 18% cash and  equivalents.  Believing
the potential  returns from stocks exceeded the potential  returns for long-term
bonds,  we allotted cash to new purchases in the equity  market.  By year's end,
our  equity  allocation  had  increased  to 71%,  bonds  to 15%,  and  cash  and
equivalents  declined to 14%. Since some foreign equity securities appeared more
attractively  valued than domestic stocks,  we also increased the fund's foreign
exposure, from 2.5% to 11%, during the year.


   Franklin Asset Allocation Fund
   Top 10 Sectors on December 31, 1996
   Based on Total Net Assets

                                           % of Total
   Sector                                  Net Assets
   --------------------------------------------------
   Technology                                11.44%

   Energy                                    11.39%

   Basic Materials                           10.72%

   Consumer Staples                           8.38%

   Health Care                                6.75%

   Consumer Cyclicals                         5.73%

   Capital Goods                              4.84%

   Real Estate                                4.43%

   Financial Services                         2.58%

   Communication Services                     2.31%
   

5. The Conference Board is a government  organization within the Federal Reserve
that measures and tracks  economic  indicators  such as consumer  confidence and
leading economic indicators.
   
On December 31, 1996, technology represented the fund's largest sector weighting
(11.44% of total net  assets).  During the period,  we added to our  holdings of
industry  leaders  Cisco  Systems  Inc.  and  Intel  Corp.,   which  contributed
significantly  to the fund's  performance as the value of these stocks increased
70.5% and 130.8%,  respectively,  over the year.  In an effort to  increase  our
exposure to mid-cap companies  (companies with a market  capitalization  between
$200 million and $5 billion),  we purchased shares of technology  companies such
as Linear  Technology and Xilinx.  In our opinion,  profits in this sector could
grow substantially in 1997.

Energy  stocks,  which  represented  11.39% of the  fund's  total net  assets on
December 31, 1996,  was the top performing S&P 500 sector for the year. Our high
exposure  to  these  stocks,   relative  to  the  S&P  500,  helped  the  fund's
performance.  We maintained  our holdings in several energy  companies,  such as
Schlumberger  Ltd.,  Helmerich & Payne Inc., and Exxon Corp.,  which appreciated
considerably during the reporting period. We remain optimistic about this sector
because many of these  companies have  relatively high dividend yields and solid
prospects for increased future earnings.


   Franklin Asset Allocation Fund
   Top 10 Equity Holdings on December 31, 1996
   Based on Total Net Assets

   Company                                       % of Total
   Industry                                      Net Assets

   Air Products & Chemicals, Inc.                   2.43%
   Chemicals

   Intel Corp.                                      2.30%
   Electronics (Semiconductors)

   Proctor & Gamble Co.                             1.89%
   Household Products

   Boeing Co.                                       1.87%
   Aerospace & Defense Electronics

   Starwood Lodging Trust                           1.79%
   Real Estate Investment Trust

   BankAmerica Corp.                                1.75%
   Financial Services

   Exxon Corp.                                      1.72%
   Oil

   Chevron Corp.                                    1.71%
   Oil

   FelCor Suite Hotels, Inc.                        1.56%
   Real Estate Investment Trust

   Betzdearborn, Inc.                               1.54%
   Specialty Chemicals


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

The fund's largest industry group, Real Estate Investment Trusts (4.43% of total
net assets),  also helped the fund's  performance.  New positions initiated over
the year  included  Starwood  Lodging,  FelCor Suite Hotels and Simon  Debartolo
Group.  By the end of 1996,  the value of  Starwood's  and  FelCor's  stocks had
increased considerably and ranked among the fund's top ten holdings.

During the year, we increased our exposure to health care stocks by initiating a
position in Amgen, a leading  biotechnology company which we believed had strong
growth  potential.  Epogen,  one of its main products,  treats anemia associated
with  chronic  kidney  failure.  The  company  also  produces  Neupogen,   which
stimulates the immune system,  and Leptin, an anti-obesity  product currently in
clinical trials.  We also purchased shares of Abbott Labs, a diversified  health
care products company  specializing in diagnostics and clinical  chemistry,  and
Roche  Holding,  a  leading   international   manufacturer  and  distributor  of
pharmaceuticals.  The fund's foreign health care holdings also include  Novartis
and Astra.  These companies  command  worldwide  leadership in their  respective
products,  yet we  purchased  their  shares below  valuations  of most  domestic
pharmaceutical companies.

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,
evaluations,  conclusions and decisions  regarding portfolio holdings may change
as new circumstances  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.

Looking forward,  we will continue to focus on high quality companies within the
S&P 500, with established  market leadership  positions and seasoned  management
teams. We will also continue our search for opportunities in mid-cap and foreign
companies with attractive growth  potential,  and for investment grade corporate
bonds and U.S.  government  bonds that offer the greatest total return potential
for our  shareholders.  Of  course,  investing  in foreign  securities  involves
special  risks  related  to  market,  economic,  currency,  political  and other
factors. These risks are discussed in the fund's prospectus. Finally, consistent
with the fund's objective, we will continue to monitor U.S. economic development
in order to optimize the fund's  allocation  among the various asset classes for
its portfolio.

We appreciate  your  participation  in the Franklin  Asset  Allocation  Fund and
welcome your comments and suggestions.

Sincerely,



Charles B. Johnson
Chairman of the Board
Franklin Asset Allocation Fund


Performance Summary

The  Franklin  Asset  Allocation  Fund posted a total  return of +17.41% for the
one-year  period ended December 31, 1996. 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 +94.40% for the five-year  period.  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 net asset value,  increased  $1.07,  from
$7.25 on December 31, 1995 to $8.32 on December 31, 1996.  During the  reporting
period,  shareholders  received  distributions  of 15 cents ($0.15) per share in
dividend  income and 3.2 cents ($0.032) in short-term  capital gains. 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 two unmanaged  indices,  the Standard & Poor's 500 Stock
Index (S&P 500(R)) and the Lehman Brothers Government/Corporate Bond Index.

The second graph on page 8 compares the fund's  performance with that of the S&P
500(R),  the Lehman  Brothers  Government/Corporate  Bond Index and the Consumer
Price  Index,  since May 1991 when the  fund's  portfolio  and basic  investment
strategy  changed.  Since  this  change,  the fund's  performance  has been more
consistent  with the  performance of the S&P 500(R),  generally  underperforming
during  exceptionally  strong stock market rises because of its asset allocation
among  equities,  bonds and cash,  rather than equities  alone. It is also worth
noting that the fund has outperformed the Lehman Brothers Govt./Corp. Bond Index
during most of this period.  Both graphs show how an  investment in the fund has
kept your purchasing power well ahead of inflation, as measured by the CPI.

Please  remember  that  unmanaged  market  indices  do  not  take  into  account
commissions or market spreads to buy or sell  securities.  Further,  they do not
reflect  payment of management  fees to cover  salaries to security  analysts or
portfolio  managers.  In addition,  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,  the  index's
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 MATERIAL 2 OMITTED - SEE APPENDIX AT END OF DOCUMENT




GRAPHIC MATERIAL 3 OMITTED - SEE APPENDIX AT END OF DOCUMENT




<TABLE>
<CAPTION>
Franklin Asset Allocation Fund

Periods ended December 31, 1996

                                                                                          Since
                                                                                        Objective
                                                                                         Change
                                                                One-Year    Five-Year   (5/1/91)   Ten-Year
- -------------------------------------------------------------------------------------------------------------
<S>                                                              <C>         <C>        <C>         <C>    
Cumulative Total Return1 .................................       17.41%      94.40%     108.79%     198.09%

Average Annual Total Return2 .............................       12.15%      13.17%      12.94%      11.03%

Value of a $10,000 Investment3 ...........................      $11,215     $18,565     $19,945     $28,464

30-Day Standardized Yield4 ......................... 1.36%
- -------------------------------------------------------------------------------------------------------------

One-Year                                             12/31/92   12/31/93    12/31/94    12/31/95   12/31/96

Total Return5 ...................................... 14.02%     18.38%       0.48%      21.79%     17.41%
- -------------------------------------------------------------------------------------------------------------
</TABLE>

1. Cumulative total return  represents the change in value of an investment over
the indicated  periods and does not include the initial  sales charge.  See Note
below.

2. Average annual total return  represents the average annual change in value of
an  investment  over the  indicated  periods and includes the 4.5% initial sales
charge. See Note below.

3. These figures represent the value of a hypothetical $10,000 investment in the
fund over the indicated periods and include the initial sales charge.

4. Yield,  calculated  as  required by the SEC, is based on the  earnings of the
fund's portfolio during the 30 days ended December 31, 1996.

5. One-year total return  represents  the change in value of an investment  over
the  one-year  periods  ended on the  specified  dates and does not  include the
initial sales charge.

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  affects   subsequent   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.

All total return calculations assume reinvestment of dividends and capital gains
distributions  at net asset value.  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 is not predictive of future results.


FRANKLIN ASSET ALLOCATION FUND

Statement of Investments in Securities and Net Assets, December 31, 1996

<TABLE>
<CAPTION>
                                                                                                        Value
  Shares                                                                                              (Note 1)
- ------------------------------------------------------------------------------------------------------------------
     <S>        <C>                                                                                  <C>
                Common Stocks  71.0%
                Aerospace & Defense Electronics  1.9%
     10,000     Boeing Co. .......................................................................   $ 1,063,750
                                                                                                      ----------
                Aluminum  1.6%
     17,500    aAlumax, Inc.......................................................................       584,063
      5,000     Aluminum Co. of America (ALCOA)...................................................       318,750
                                                                                                      ----------
                                                                                                         902,813
                                                                                                      ----------
                Banks - Major Regional  1.0%
     10,000     Wachovia Corp. ...................................................................       565,000
                                                                                                      ----------
                Banks - Money Center  1.8%
     10,000     BankAmerica Corp. ................................................................       997,500
                                                                                                      ----------
                Beverages - Alcoholic  0.8%
     10,000     Panamerican Beverages, Inc., Class A..............................................       468,750
                                                                                                      ----------
                Biotechnology  1.2%
     12,500    aAmgen, Inc........................................................................       679,688
                                                                                                      ----------
                Chemicals  3.3%
     20,000     Air Products & Chemicals, Inc.....................................................     1,382,500
      5,000     Du Pont (E.I.) De Nemours & Co. ..................................................       471,875
                                                                                                      ----------
                                                                                                       1,854,375
                                                                                                      ----------
                Chemicals - Diversified  0.7%
     10,000     Goodrich (B.F.) Co. ..............................................................       405,000
                                                                                                      ----------
                Chemicals - Specialty  2.3%
     15,000     Betzdearborn, Inc.................................................................       877,500
     20,000     Hanna (M.A.) Co...................................................................       437,500
                                                                                                      ----------
                                                                                                       1,315,000
                                                                                                      ----------
                Communication Equipment Manufacturers  1.1%
     15,000     Ericsson (LM), Sponsored ADR......................................................       452,813
      4,051     Lucent Technologies, Inc..........................................................       187,359
                                                                                                      ----------
                                                                                                         640,172
                                                                                                      ----------
                Computer Hardware  1.9%
     45,000    dHitachi, Ltd. (Japan).............................................................       419,653
     35,000    dNEC Corp. (Japan).................................................................       423,107
     10,000    aSilicon Graphics, Inc.............................................................       255,000
                                                                                                      ----------
                                                                                                       1,097,760
                                                                                                      ----------
                Computer Software  1.5%
      7,500     Adobe Systems, Inc................................................................       280,313
     12,500     Electronic Data Systems Corp......................................................       540,625
                                                                                                      ----------
                                                                                                         820,938
                                                                                                      ----------
                Computers - Networking  1.1%
     10,000    aCisco Systems, Inc................................................................   $   636,250
                                                                                                      ----------
                Electric Utility Companies  0.8%
     10,000     Duke Power Co.....................................................................       462,500
                                                                                                      ----------
                Electrical Equipment  1.3%
     70,000    dMitsubishi Electric Corp. (Japan).................................................       417,062
     15,000     Westinghouse Electric Corp. ......................................................       298,125
                                                                                                      ----------
                                                                                                         715,187
                                                                                                      ----------
                Electronic Semiconductors  3.7%
     10,000     Intel Corp. ......................................................................     1,309,375
     10,000     Linear Technology Corp............................................................       438,750
     10,000    aXilinx, Inc.......................................................................       368,125
                                                                                                      ----------
                                                                                                       2,116,250
                                                                                                      ----------
                Electronics - Defense  0.6%
      7,500    aLitton Industries, Inc............................................................       357,188
                                                                                                      ----------
                Entertainment/Media  1.2%
     17,500     Time Warner, Inc..................................................................       656,250
                                                                                                      ----------
                Foods  2.9%
     20,000     Nabisco Holdings Corp., Class A...................................................       777,500
        275    dNestle, SA (Switzerland)..........................................................       295,237
     15,000     Sara Lee Corp.....................................................................       558,750
                                                                                                      ----------
                                                                                                       1,631,487
                                                                                                      ----------
                Gold & Precious Metal Mining  1.2%
      5,000     Newmont Mining Corp...............................................................       223,750
     20,000     Placer Dome, Inc..................................................................       435,000
                                                                                                      ----------
                                                                                                         658,750
                                                                                                      ----------
                Health Care - Diversified  2.6%
     15,000     Abbott Laboratories...............................................................       766,875
     20,000     Allergan, Inc.....................................................................       712,500
                                                                                                      ----------
                                                                                                       1,479,375
                                                                                                      ----------
                Homebuilding  0.6%
     25,000     Clayton Homes, Inc................................................................       337,500
                                                                                                      ----------
                Household Products  1.9%
     10,000     Procter & Gamble Co. .............................................................     1,075,000
                                                                                                      ----------
                Manufacturing - Specialized  0.8%
     15,000    aWaters Corp. .....................................................................       455,625
                                                                                                      ----------
                Metals/Mining  1.4%
     12,500     RTZ Corp. Plc.....................................................................    $  800,000
                                                                                                      ----------
                Natural Gas  1.3%
     17,500     Enron Corp. ......................................................................       754,688
                                                                                                      ----------
                Oil - Domestic Integrated  2.9%
     15,000     Occidental Petroleum Corp.........................................................       350,625
     16,000     Phillips Petroleum Co. ...........................................................       708,000
     15,000     Unocal Corp.......................................................................       609,375
                                                                                                      ----------
                                                                                                       1,668,000
                                                                                                      ----------
                Oil - Exploration & Production  2.3%
     20,000     Enron Oil & Gas Co. ..............................................................       505,000
     13,600    aTitan Exploration, Inc............................................................       163,200
     21,000     Union Pacific Resources Group, Inc................................................       614,250
                                                                                                      ----------
                                                                                                       1,282,450
                                                                                                      ----------
                Oil & Gas Drilling  1.4%
     15,000     Helmerich & Payne, Inc............................................................       781,875
                                                                                                      ----------
                Oil - International Integrated  3.4%
     15,000     Chevron Corp. ....................................................................       975,000
     10,000     Exxon Corp. ......................................................................       980,000
                                                                                                      ----------
                                                                                                       1,955,000
                                                                                                      ----------
                Oil Well Equipment & Services  1.3%
      7,500     Schlumberger, Ltd.................................................................       749,063
                                                                                                      ----------
                Paper & Forest Products  0.6%
      7,500     Weyerhaeuser Co...................................................................       355,313
                                                                                                      ----------
                Personal Care  1.3%
     15,000     Estee Lauder Cos., Class A .......................................................       763,125
                                                                                                      ----------
                Pharmaceuticals  3.0%
      5,000    dAstra, AB (Sweden)................................................................       241,208
        350  a,dNovartis, AG (Switzerland)........................................................       400,598
     14,500     Pharmacia & Upjohn, Inc...........................................................       574,563
         60    dRoche Holding, AG (Switzerland)...................................................       466,866
                                                                                                      ----------
                                                                                                       1,683,235
                                                                                                      ----------
                Real Estate Investment Trusts  4.4%
     25,000     FelCor Suite Hotels, Inc..........................................................       884,375
     20,000     Simon DeBartolo Group, Inc........................................................       620,000
     18,500     Starwood Lodging Trust............................................................     1,019,812
                                                                                                      ----------
                                                                                                       2,524,187
                                                                                                      ----------
                Retail - Building Supplies  1.1%
     12,500     Home Depot, Inc...................................................................    $  626,562
                                                                                                      ----------
                Retail - General Merchandise   2.8%
     12,500     Dayton Hudson Corp................................................................       490,624
     30,000    aPrice/Costco, Inc.................................................................       753,750
     15,000     Wal-Mart Stores, Inc..............................................................       343,124
                                                                                                      ----------
                                                                                                       1,587,498
                                                                                                      ----------
                Retail - Specialty  0.7%
     12,500    aToys R Us, Inc....................................................................       375,000
                                                                                                      ----------
                Service - Commercial & Consumer  0.6%
     12,500    aSabre Group Holdings, Inc.........................................................       348,437
                                                                                                      ----------
                Service - Data Processing  1.5%
     10,000     First Data Corp...................................................................       365,000
     15,000    aFirst USA Paymentech, Inc.........................................................       508,124
                                                                                                      ----------
                                                                                                         873,124
                                                                                                      ----------
                Telecommunications - Long Distance  1.5%
     30,000     Hong Kong Telecommunications, Ltd., Sponsored ADR.................................       487,500
      5,000     Telecomunicacoes Brasileiras, SA -Telebras, Sponsored ADR.........................       382,500
                                                                                                      ----------
                                                                                                         870,000
                                                                                                      ----------
                Telephone Utilities  0.8%
     10,000     GTE Corp. ........................................................................       455,000
                                                                                                      ----------
                Waste Management  0.9%
     20,000     Browning-Ferris Industries, Inc...................................................       525,000
                                                                                                      ----------
                      Total Common Stocks (Cost $33,403,297)......................................    40,369,665
                                                                                                      ----------
                Convertible Preferred Stocks  0.5%
      5,400     Enron Corp., 6.25% cvt. pfd.......................................................       129,600
     10,000     Westinghouse Electric Co., $1.30 cvt. pfd., Series C .............................       178,750
                                                                                                      ----------
                      Total Convertible Preferred Stocks (Cost $280,345)..........................       308,350
                                                                                                      ----------
   Face
  Amount
 --------
                Bonds  14.6%
                Convertible Bonds  2.3%
 $  500,000    bThermo Electron Corp., cvt. sub. deb., 4.25%, 01/01/03 ...........................       597,500
    700,000    bThermo Instrument Systems, Inc., cvt. deb., 4.50%, 10/15/03 ......................       717,500
                                                                                                      ----------
                      Total Convertible Bonds (Cost $1,202,000)...................................     1,315,000
                                                                                                      ----------
                Corporate Bonds  1.1%
 $  250,000     Dayton Hudson Co., deb., 8.60%, 01/15/12 .........................................    $  269,013
    100,000     Georgia Pacific Corp., deb., 9.125%, 07/01/22 ....................................       106,387
    250,000     Panamerican Beverages, Inc., senior notes, 8.125%, 04/01/03 ......................       257,499
                                                                                                      ----------
                      Total Corporate Bonds (Cost $596,005) ......................................       632,899
                                                                                                      ----------
                U.S. Government Securities  11.2%
  1,250,000     U.S. Treasury Bonds, 6.875% - 8.00%, 11/15/21 - 08/15/25 .........................     1,306,017
  5,000,000     U.S. Treasury Notes, 5.875% - 7.25%, 10/31/98 - 05/15/04 .........................     5,056,254
                                                                                                      ----------
                      Total U.S. Government Securities (Cost $6,198,602)..........................     6,362,271
                                                                                                      ----------
                      Total Bonds (Cost $7,996,607)...............................................     8,310,170
                                                                                                      ----------
                      Total Long Term Investments (Cost $41,680,249)..............................    48,988,185
                                                                                                      ----------
               cReceivables from Repurchase Agreements  12.7%
  7,094,809     Joint Repurchase Agreement, 6.59%, 01/02/97 (Maturity Value $7,219,882)
                 (Cost $7,217,240)
                  Aubrey G. Lanston & Co., Inc., (Maturity Value $904,772)
                   Collateral: U.S. Treasury Notes, 6.00% - 8.625%, 08/15/97 - 09/30/98
                  Bear, Stearns & Co., Inc., (Maturity Value $904,772)
                   Collateral: U.S. Treasury Notes, 5.125% - 8.75%, 10/15/97 - 06/30/01
                  CIBC Wood Gundy Securities Corp., (Maturity Value $904,772)
                   Collateral: U.S. Treasury Notes, 5.75% - 6.25%, 07/31/98 - 12/31/98
                  Daiwa Securities America, Inc., (Maturity Value $904,772)
                   Collateral: U.S. Treasury Notes, 6.00% - 9.125%, 05/15/97 - 08/15/01
                  Donaldson, Lufkin & Jenrette Securities Corp., (Maturity Value $904,772)
                   Collateral: U.S. Treasury Notes, 6.00% - 8.875%, 11/15/97 - 11/15/01
                  SBC Warburg, Inc., (Maturity Value $886,478)
                   Collateral: U.S. Treasury Notes, 6.25% - 7.875%, 01/15/98 - 04/30/01
                  The Nikko Securities Co. International, Inc., (Maturity Value $904,772)
                   Collateral: U.S. Treasury Notes, 6.25% - 8.75%, 08/15/00 - 04/30/01
                  UBS Securities, L.L.C., (Maturity Value $904,772)
                   Collateral: U.S. Treasury Notes, 6.25% - 8.50%, 06/30/98 - 05/31/01 ...........     7,217,240
                                                                                                      ----------
                          Total Investments (Cost $48,897,489)  98.8% ............................    56,205,425
                          Other Assets and Liabilities, Net  1.2% ................................       661,825
                                                                                                      ----------
                          Net Assets  100.0% .....................................................   $56,867,250
                                                                                                      ==========



                At December 31, 1996, the net unrealized appreciation based on the cost of investments
                 for income tax purposes of $48,897,489 was as follows:
                  Aggregate gross unrealized appreciation for all investments in which there was
                   an excess of value over tax cost ..............................................   $ 8,147,112
                  Aggregate gross unrealized depreciation for all investments in which there was
                   an excess of tax cost over value ..............................................      (839,176)
                                                                                                      ----------
                  Net unrealized appreciation ....................................................  $  7,307,936
                                                                                                      ==========



PORTFOLIO ABBREVIATIONS:
L.L.C.  - Limited Liability Corp.






aNon-income producing.

bPurchased in a private placement  transaction;  resale may only be to qualified
institutional buyers.
cFace amount for  repurchase  agreements is for the underlying  collateral.  See
Note 1(h) regarding joint repurchase agreement.
dSecurities traded in foreign currency and valued in U.S. dollars.



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



FRANKLIN ASSET ALLOCATION FUND

Financial Statements

Statement of Assets and Liabilities
December 31, 1996 

Assets:
 Investments in securities, at value
  (identified cost $41,680,249)            $48,988,185
 Receivables from repurchase
  agreements, at value and cost              7,217,240
 Receivables:
  Investment securities sold                 1,033,635
  Dividend and interest                        167,068
  Capital shares sold                           48,573
                                             ---------

      Total assets                          57,454,701
                                             ---------
Liabilities:
 Payables:
  Investment securities purchased              465,733
  Capital shares repurchased                    48,820
  Management fees                               29,838
  Distribution fees                             13,805
  Shareholder servicing costs                    3,731
 Accrued expenses and other liabilities         25,524
                                             ---------
      Total liabilities                        587,451
                                             ---------
Net assets, at value                       $56,867,250
                                             =========

Net assets consist of:
 Undistributed net investment income         $  29,261
 Net unrealized appreciation on
  investments                                7,307,936
 Undistributed net realized gain               405,174
 Capital shares                             49,124,879
                                             ---------
Net assets, at value                       $56,867,250
                                             =========

Net asset value per share:
 ($56,867,250 / 6,833,908
 shares outstanding)*                            $8.32
                                             =========

Maximum offering price per
 share (100/95.50 of $8.32)                      $8.71
                                             =========



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


Statement of Operations
for the year ended December 31, 1996 

Investment income:
 Dividends, net of foreign
  taxes withheld of $5,768         $600,066
 Interest                           844,608
                                  ---------

      Total Income                          $1,444,674
Expenses:
 Management fees (Note 5)           298,727
 Distribution fees (Note 5)          97,572
 Shareholder servicing costs
  (Note 5)                           40,417
 Professional fees                   55,759
 Reports to shareholders             39,015
 Registration and filing fees        24,985
 Trustees' fees and expenses          6,503
 Custodian fees                       1,386
 Other                                5,591
                                  ---------

      Total expenses                           569,955
                                             ---------
       Net investment income                   874,719
                                             ---------

Realized and unrealized
 gain (loss) from investments
 and foreign currency:
  Net realized gain (loss) from:
   Transactions in written
    options which expired or
    were closed (Note 4)             56,625
   Other investments                920,607
   Foreign currency transactions       (912)
                                  ---------
      Net realized gain from
       investments and foreign
       currency transactions                   976,320
  Net unrealized appreciation                5,670,859
                                             ---------

Net realized and unrealized
 gain from investments and
 foreign currency                            6,647,179
                                             ---------

Net increase in net assets
 resulting from operations                  $7,521,898
                                             =========



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



<TABLE>
<CAPTION>
FRANKLIN ASSET ALLOCATION FUND

Financial Statements (cont.)

Statements of Changes in Net Assets
for the years ended December 31, 1996 and 1995

                                                                                           1996           1995
                                                                                        ----------     ----------
Increase (decrease) in net assets:
Operations:
 <S>                                                                                   <C>            <C>       
 Net investment income ...........................................................     $  874,719     $  894,020
 Net realized gain from investments and foreign currency transactions ............        976,320        355,611
 Net unrealized appreciation on investments ......................................      5,670,859      4,911,516
                                                                                        ----------     ----------
       Net increase in net assets resulting from operations ......................      7,521,898      6,161,147
Distributions to shareholders from:
 Undistributed net investment income (Note 6) ....................................       (915,260)      (857,567)
 Net realized gain................................................................       (215,956)            --
Increase in net assets from capital share transactions (Note 3)...................     11,157,925      8,384,330
                                                                                        ----------     ----------
      Net increase in net assets..................................................     17,548,607     13,687,910
Net assets:
 Beginning of period..............................................................     39,318,643     25,630,733
                                                                                        ----------     ----------
 End of period (including undistributed net
  investment income of $29,261 - 1996; and
  $70,714 - 1995).................................................................    $56,867,250    $39,318,643
                                                                                        ==========     ==========



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



FRANKLIN ASSET ALLOCATION FUND

Notes to Financial Statements 


1. SIGNIFICANT ACCOUNTING POLICIES

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

On March 21,  1996,  the Board of  Directors  of  Premier  Return  approved  for
submission  to  shareholders  an  Agreement  and  Plan  of  Reorganization  (the
Agreement)  whereby Premier Return would be reorganized and its domicile changed
from a California  corporation  to a Delaware  business  trust;  the  investment
objective  modified from high current return and relative stability of principal
to total return with reduced risk over time;  and in this  connection,  its name
changed to Franklin Asset Allocation Fund (the Fund).  Shareholders approved the
change at a special meeting held on July 3, 1996. These changes became effective
on August 1, 1996.

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 Trustees
(the Board). Securities for which market quotations are not available are valued
in accordance with procedures established by the Board.

The value of a foreign  security is determined as of the earlier of the close of
trading on the foreign exchange on which it is traded or the close of trading on
the New York Stock  Exchange.  That value is then converted into its U.S. dollar
equivalent at the foreign exchange rate in effect at noon, New York time, on the
day the value of the foreign  security is determined.  If no sale is reported at
that  time,  the  mean  between  the  current  bid and  asked  prices  is  used.
Occasionally,  events which affect the values of foreign  securities and foreign
exchange  rates may occur between the times at which they are determined and the
close of the exchange and will,  therefore,  not be reflected in the computation
of the Fund's net asset  value,  unless  material.  If events  which  materially
affect the value of these  foreign  securities  occur during such period,  these
securities  will be valued in  accordance  with  procedures  established  by the
Board.

Open  option  contracts  are valued at their last  sales  price on the  relevant
exchange. If there is no sale price, the options will be valued within the range
of 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.


1. SIGNIFICANT ACCOUNTING POLICIES (cont.)

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.
Original issue discount is amortized as required by the Internal Revenue Code.

Net investment income differs for financial statement and tax purposes primarily
due to  differing  treatment  of foreign  currency  transactions.  Net  realized
capital  gains and losses may differ for  financial  statement  and tax purposes
primarily   due  to  differing   treatment   of  foreign   currency  and  option
transactions.

e. Accounting Estimates:

The  preparation  of the  financial  statements  in  accordance  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect the reported  amounts of assets and  liabilities at the
date of the financial  statements and the amounts of income and expenses  during
the reporting period. Actual results could differ from those estimates.

f. Foreign Currency Translation:

The accounting  records of the Fund are maintained in U.S.  dollars.  All assets
and  liabilities  denominated in foreign  currencies  are  translated  into U.S.
dollars at the rate of exchange of the  currencies  against U.S.  dollars on the
valuation  date.  Purchases  and sales of  securities,  income and  expenses are
translated at the rate of exchange quoted on the day that the  transactions  are
recorded.  Differences between income and expense amounts recorded and collected
or paid are recognized when reported by the custodian.

The Fund does not isolate  that portion of the results of  operations  resulting
from changes in foreign exchange rates on investments from fluctuations  arising
from changes in market prices of securities held. Such fluctuations are included
with the net realized and unrealized gain or loss from investments.

Realized  foreign  exchange  gains or losses arise from sales and  maturities of
short-term  securities,  sales of foreign  currencies,  gains or losses realized
between the trade and settlement dates on security transactions,  the difference
between the  amounts of  dividends,  interest,  and  foreign  withholding  taxes
recorded on the Fund's  books,  and the U.S.  dollar  equivalent  of the amounts
actually  received or paid.  Net  unrealized  appreciation  or  depreciation  on
translation of assets and liabilities  denominated in foreign  currencies arises
from changes in the value of assets and  liabilities,  other than investments in
securities  at the  end of the  reporting  period,  resulting  from  changes  in
exchange rates.

g. 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.


1. SIGNIFICANT ACCOUNTING POLICIES (cont.)

g. Option Transactions: (cont.)

The Fund purchases listed put options on certain  securities in order 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.

h. 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, 1996, all  outstanding  repurchase  agreements held by the
Fund had been entered into on that date.

2. DISTRIBUTIONS AND CAPITAL LOSS CARRYOVER

At December 31, 1996, for tax purposes,  the Fund had  accumulated  net realized
gains of $406,933.

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,
1996.

<TABLE>
<CAPTION>
3. CAPITAL STOCK

At December  31, 1996,  there was an unlimited  number of no par value shares of
beneficial  interest  authorized.  Transactions  in the  Fund's  shares  were as
follows:

                                                                              Year Ended December 31,
                                                              -------------------------------------------------------
                                                                         1996                         1995
                                                              --------------------------   --------------------------
                                                                Shares          Amount       Shares          Amount
                                                              ----------      ----------   ----------      ----------
<S>                                                           <C>           <C>            <C>           <C>        
Shares sold ..............................................    2,278,018     $17,832,540    2,254,336     $15,312,713
Shares issued in reinvestment of distributions ...........      116,229         926,122       96,003         662,619
Shares redeemed ..........................................     (983,856)     (7,600,737)  (1,120,306)     (7,591,002)
                                                              ----------      ----------   ----------      ----------
Net increase .............................................    1,410,391     $11,157,925    1,230,033    $  8,384,330
                                                              ==========      ==========   ==========      ==========
</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,
1996 aggregated $32,409,548 and $23,902,272, respectively.


<TABLE>
<CAPTION>
4. PURCHASES AND SALES OF SECURITIES (cont.)

Transactions  in written  options for the year ended  December  31,1996  were as
follows:

                                                                          Call
                                                                  ----------------------
                                                                               Number of
                                                                  Amount of     Shares
                                                                  Premiums     Optioned
                                                                  --------     --------
         <S>                                                        <C>             <C>
         Options outstanding at December 31, 1995..............     $  --           --
         Options written ......................................   195,251       87,000
         Options expired ......................................    (5,100)      (6,000)
         Options exercised ....................................   (79,597)     (35,000)
         Options closed .......................................  (110,554)     (46,000)
                                                                  --------     --------
         Options outstanding at December 31, 1996 .............     $  --           --
                                                                  ========     ========
</TABLE>

The cost of canceling written call options in closing purchase  transactions was
$59,029 resulting in a net short-term capital gain of $51,525 for the year ended
December 31,  1996.  Premiums  received on expired  written call and put options
resulted in a net short-term  capital gain of $5,100 for the year ended December
31, 1996.

5. TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

a. Management Agreement:

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
      -------------------    ---------------------------------------------------
        .0625%               First $100 million
        .050%                Over $100 million, up to and including $250 million
        .045%                In excess of $250 million

Under  an  agreement  with  Advisers,  Franklin  Templeton  Services,  Inc.  (FT
Services) provides  administrative services and facilities for the Fund. The fee
is paid by Advisers and computed  monthly based on average daily net assets.  It
is not a separate expense of the Fund.

b. Shareholder Services Agreement:

Under the terms of a  shareholder  services  agreement  with  Franklin/Templeton
Investor  Services,  Inc.,  (Investor  Services),  the Fund pays  costs on a per
shareholder  account basis.  Shareholder  servicing  costs incurred for the year
ended  December  31,  1996  aggregated  $40,417,  of which  $38,897  was paid to
Investor Services.

c. Distribution Plan and Underwriting Agreement:

Under the terms of a distribution  plan pursuant to Rule 12b-1 of the Investment
Company  Act of 1940  (the  Plan),  the Fund will  reimburse  Franklin/Templeton
Distributors,  Inc.  (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  termination.  Fees  incurred by the
Fund under the Plan aggregated $97,572 for the year ended December 31, 1996.

In its capacity as underwriter for the shares of the Fund, Distributors receives
commissions on sales of the Fund's capital stock.  Commissions are deducted from
the gross proceeds  received from the sale of the capital stock of the Fund, and
as such are not expenses of the Fund.  Distributors may also make payments,  out
of its resources, to dealers for


5. TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES (cont.)

c. Distribution Plan and Underwriting Agreement: (cont)

certain sales of the Fund's shares Commissions  received by Distributors and the
amount paid to other dealers for the year ended  December 31, 1996,  amounted to
$241,223 and $240,445 respectively.

d. Other Affiliates and Related Party Transactions:

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


<TABLE>
<CAPTION>
6. FINANCIAL HIGHLIGHTS

Selected data for a share of capital stock outstanding throughout the period are
as follows:

                                                                             Year Ended December 31,
                                                                  -----------------------------------------------
                                                                   1996       1995      1994     1993      1992
                                                                  _______    _______   _______  _______   _______
Per Share Operating Performance
<S>                                                               <C>        <C>       <C>      <C>      <C>  
Net asset value at beginning of period ........................   $7.25      $6.11     $6.22    $5.40    $4.88
                                                                  _______    _______   _______  _______   _______
Net investment income .........................................    0.14       0.18      0.14     0.13     0.15
Net realized and unrealized gain (loss) on securities .........    1.11       1.14     (0.11)    0.86     0.53
                                                                  _______    _______   _______  _______   _______
Total from investment operations ..............................    1.25       1.32      0.03     0.99     0.68
                                                                  _______    _______   _______  _______   _______
Less distributions from:
 Net investment income ........................................   (0.15)     (0.18)    (0.14)   (0.17)   (0.16)

 Realized capital gains .......................................   (0.03)       --        --       --        --
                                                                  _______    _______   _______  _______   _______
Total distributions ...........................................   (0.18)     (0.18)    (0.14)   (0.17)   (0.16)
                                                                  _______    _______   _______  _______   _______
Net asset value at end of period ..............................   $8.32      $7.25     $6.11    $6.22    $5.40
                                                                  _______    _______   _______  _______   _______
                                                                  _______    _______   _______  _______   _______
Total Return* .................................................   17.41%     21.79%     0.46%   18.38%   14.02%
Ratios/Supplemental Data
Net assets at end of period (in 000's) ........................   $56,867    $39,319   $25,631  $22,877   $22,077
Ratio of expenses to average net assets .......................    1.21%      1.17%     1.27%    1.00%     .92%
Ratio of net investment income to average net assets ..........    1.86%      2.86%     2.29%    2.15%    2.81%
Portfolio turnover rate .......................................   60.11%     62.01%    45.18%   20.49%   23.17%
Average commission rate** .....................................    0.0622     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,  and capital gains at
net asset value.

**Represents  the average broker  commission  rate per share paid by the Fund in
connection  with the execution of the Fund's  portfolio  transactions  in equity
securities.


- --------------------------------------------------------------------------------
Under Section 854(b)(2) of the Internal Revenue Code, the Fund hereby designates
32.13% of its ordinary income dividends paid (including  short-term capital gain
distributions, if any) as income qualifying for the dividends received deduction
for the fiscal year ended December 31, 1996.
- --------------------------------------------------------------------------------


FRANKLIN ASSET ALLOCATION FUND

Report of Independent Auditors


To the Shareholders and Board of Trustees
of Franklin Asset Allocation Fund:

We have audited the accompanying statement of assets and liabilities of Franklin
Asset Allocation Fund,  including the statement of investments in securities and
net assets, as of December 31, 1996, 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 the periods
presented.   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, 1996, by correspondence with the custodian.  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  Asset  Allocation  Fund as of December  31,  1996,  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 the
periods presented, in conformity with generally accepted accounting principles.


COOPERS & LYBRAND L.L.P.


San Francisco, California
February 4, 1997




To ensure the highest quality of service, telephone calls to or from our service
departments  may  be  monitored,  recorded  and  accessed.  These  calls  can be
determined by the presence of a regular beeping tone.








Franklin Asset Allocation Fund Annual Report December 31, 1996.


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 format the asset allocation of the fund's  securities on
December 31, 1996, based on total net assets.

<TABLE>
<CAPTION>
<S>                                 <C>
Equity Securities                   70.8%
Fixed-Income Securities             15.2%
Cash & Equivalents                  14.0%
</TABLE>


GRAPHIC MATERIAL (2)

The following line graph  hypothetically  compares the performance of the fund's
shares with the S&P 500, the Lehman  Brothers  Government/Corporate  Bond Index,
and the CPI, based on a $10,000 investment from 1/1/87 to 12/31/96.

<TABLE>
<CAPTION>
Period Ending   Fund        Index       Index      Index
   <S>          <C>         <C>         <C>        <C>
   1/1/87       $9,549      $10,000     $10,000    $10,000
  1/31/87      $10,184      $11,347     $10,137    $10,063
  2/28/87      $10,417      $11,795     $10,204    $10,099
  3/31/87      $10,500      $12,136     $10,149    $10,145
  4/30/87      $10,346      $12,028      $9,878    $10,199
  5/31/87      $10,466      $12,133      $9,834    $10,235
  6/30/87      $10,879      $12,745      $9,956    $10,271
  7/31/87      $11,308      $13,392      $9,934    $10,298
  8/31/87      $11,522      $13,891      $9,878    $10,352
  9/30/87      $11,415      $13,587      $9,665    $10,406
 10/31/87       $9,440      $10,660     $10,028    $10,433
 11/30/87       $9,011       $9,782     $10,091    $10,443
 12/31/87       $9,697      $10,526     $10,229    $10,443
  1/31/88       $9,932      $10,969     $10,580    $10,470
  2/29/88      $10,402      $11,481     $10,702    $10,497
  3/31/88      $10,265      $11,126     $10,596    $10,542
  4/30/88      $10,359      $11,249     $10,534    $10,597
  5/31/88      $10,460      $11,346     $10,464    $10,633
  6/30/88      $10,864      $11,867     $10,700    $10,679
  7/31/88      $10,929      $11,822     $10,639    $10,723
  8/31/88      $10,720      $11,420     $10,667    $10,769
  9/30/88      $11,117      $11,906     $10,901    $10,841
 10/31/88      $11,219      $12,237     $11,094    $10,876
 11/30/88      $11,133      $12,062     $10,968    $10,885
 12/31/88      $11,425      $12,273     $11,005    $10,904
  1/31/89      $11,983      $13,172     $11,152    $10,958
  2/28/89      $11,849      $12,844     $11,067    $11,003
  3/31/89      $12,050      $13,143     $11,126    $11,067
  4/30/89      $12,463      $13,825     $11,362    $11,139
  5/31/89      $12,739      $14,385     $11,641    $11,202
  6/30/89      $12,693      $14,303     $12,021    $11,229
  7/31/89      $13,338      $15,595     $12,271    $11,256
  8/31/89      $13,623      $15,900     $12,080    $11,274
  9/30/89      $13,480      $15,835     $12,134    $11,310
 10/31/89      $13,047      $15,468     $12,441    $11,365
 11/30/89      $13,218      $15,783     $12,553    $11,392
 12/31/89      $13,122      $16,162     $12,571    $11,410
  1/31/90      $12,339      $15,078     $12,399    $11,528
  2/28/90      $12,516      $15,272     $12,426    $11,582
  3/31/90      $12,794      $15,677     $12,428    $11,645
  4/30/90      $12,626      $15,287     $12,313    $11,664
  5/31/90      $13,381      $16,777     $12,670    $11,691
  6/30/90      $13,280      $16,665     $12,876    $11,754
  7/31/90      $13,039      $16,611     $13,035    $11,799
  8/31/90      $12,019      $15,110     $12,846    $11,907
  9/30/90      $11,345      $14,374     $12,953    $12,007
 10/31/90      $10,903      $14,312     $13,125    $12,079
 11/30/90      $11,594      $15,237     $13,411    $12,106
 12/31/90      $11,983      $15,662     $13,614    $12,106
  1/31/91      $12,808      $16,344     $13,766    $12,179
  2/28/91      $13,235      $17,513     $13,885    $12,197
  3/31/91      $13,459      $17,937     $13,981    $12,215
  4/30/91      $13,517      $17,980     $14,141    $12,233
  5/31/91      $14,243      $18,755     $14,208    $12,270
  6/30/91      $13,690      $17,896     $14,192    $12,306
  7/31/91      $13,984      $18,730     $14,371    $12,324
  8/31/91      $14,219      $19,174     $14,701    $12,360
  9/30/91      $14,223      $18,854     $15,009    $12,414
 10/31/91      $14,432      $19,106     $15,142    $12,433
 11/30/91      $13,836      $18,336     $15,294    $12,469
 12/31/91      $14,642      $20,434     $15,809    $12,478
  1/31/92      $15,002      $20,054     $15,575    $12,496
  2/29/92      $15,422      $20,313     $15,658    $12,541
  3/31/92      $15,336      $19,916     $15,572    $12,605
  4/30/92      $15,698      $20,502     $15,665    $12,623
  5/31/92      $15,638      $20,602     $15,969    $12,641
  6/30/92      $15,456      $20,295     $16,204    $12,686
  7/31/92      $15,761      $21,126     $16,619    $12,713
  8/31/92      $15,425      $20,692     $16,766    $12,748
  9/30/92      $15,794      $20,935     $16,994    $12,784
 10/31/92      $15,578      $21,006     $16,734    $12,829
 11/30/92      $16,162      $21,720     $16,719    $12,847
 12/31/92      $16,716      $21,987     $17,007    $12,838
  1/31/93      $17,087      $22,172     $17,378    $12,901
  2/28/93      $17,273      $22,473     $17,739    $12,946
  3/31/93      $17,646      $22,948     $17,799    $12,991
  4/30/93      $17,802      $22,392     $17,937    $13,028
  5/31/93      $18,113      $22,990     $17,928    $13,046
  6/30/93      $18,378      $23,057     $18,334    $13,064
  7/31/93      $18,284      $22,965     $18,452    $13,064
  8/31/93      $18,880      $23,835     $18,876    $13,101
  9/30/93      $19,083      $23,651     $18,942    $13,128
 10/31/93      $19,431      $24,141     $19,020    $13,182
 11/30/93      $19,273      $23,912     $18,805    $13,191
 12/31/93      $19,810      $24,201     $18,888    $13,191
  1/31/94      $20,447      $25,024     $19,171    $13,227
  2/28/94      $20,288      $24,346     $18,753    $13,272
  3/31/94      $19,634      $23,284     $18,294    $13,317
  4/30/94      $19,698      $23,582     $18,142    $13,336
  5/31/94      $19,923      $23,969     $18,109    $13,345
  6/30/94      $19,682      $23,382     $18,068    $13,390
  7/31/94      $20,036      $24,149     $18,429    $13,426
  8/31/94      $20,584      $25,139     $18,436    $13,480
  9/30/94      $20,343      $24,525     $18,158    $13,517
 10/31/94      $20,440      $25,077     $18,138    $13,526
 11/30/94      $19,760      $24,164     $18,105    $13,544
 12/31/94      $19,905      $24,522     $18,225    $13,544
  1/31/95      $20,133      $25,157     $18,575    $13,598
  2/28/95      $20,817      $26,138     $19,006    $13,652
  3/31/95      $21,225      $26,909     $19,133    $13,697
  4/30/95      $21,323      $27,700     $19,399    $13,742
  5/31/95      $21,847      $28,808     $20,212    $13,770
  6/30/95      $22,223      $29,477     $20,373    $13,797
  7/31/95      $22,619      $30,455     $20,294    $13,797
  8/31/95      $22,751      $30,532     $20,554    $13,833
  9/30/95      $23,180      $31,820     $20,763    $13,861
 10/31/95      $23,113      $31,705     $21,069    $13,907
 11/30/95      $24,076      $33,097     $21,416    $13,897
 12/31/95      $24,243      $33,736     $21,731    $13,887
  1/31/96      $24,979      $34,883     $21,866    $13,969
  2/29/96      $25,213      $35,207     $21,402    $14,014
  3/31/96      $25,514      $35,545     $21,222    $14,087
  4/30/96      $25,985      $36,068     $21,076    $14,142
  5/31/96      $26,389      $36,999     $21,040    $14,169
  6/30/96      $26,507      $37,139     $21,322    $14,177
  7/31/96      $25,459      $35,498     $21,371    $14,204
  8/31/96      $26,101      $36,247     $21,320    $14,231
  9/30/96      $26,997      $38,287     $21,699    $14,277
 10/31/96      $27,371      $39,344     $22,205    $14,322
 11/30/96      $28,661      $42,318     $22,614    $14,349
 12/31/96      $28,464      $41,481     $22,363    $14,349
</TABLE>


GRAPHIC MATERIAL (3)

The following line graph  hypothetically  compares the performance of the fund's
shares with the S&P 500, the Lehman  Brothers  Government/Corporate  Bond Index,
and the CPI, based on a $10,000 investment from 5/1/91 to 12/31/96.

<TABLE>
<CAPTION>
Period Ending   Fund        Index      Index       Index
  <S>           <C>         <C>        <C>         <C>
  5/1/91        $9,553      $10,000    $10,000     $10,000
  5/31/91       $9,980      $10,431    $10,047     $10,030
  6/30/91       $9,593       $9,953    $10,036     $10,059
  7/31/91       $9,799      $10,417    $10,162     $10,074
  8/31/91       $9,963      $10,664    $10,396     $10,103
  9/30/91       $9,966      $10,486    $10,613     $10,148
 10/31/91      $10,113      $10,626    $10,708     $10,163
 11/30/91       $9,695      $10,198    $10,815     $10,193
 12/31/91      $10,260      $11,365    $11,179     $10,200
  1/31/92      $10,512      $11,153    $11,014     $10,215
  2/29/92      $10,806      $11,297    $11,072     $10,252
  3/31/92      $10,746      $11,077    $11,011     $10,304
  4/30/92      $11,000      $11,403    $11,078     $10,318
  5/31/92      $10,957      $11,459    $11,292     $10,333
  6/30/92      $10,830      $11,288    $11,458     $10,370
  7/31/92      $11,043      $11,749    $11,752     $10,392
  8/31/92      $10,808      $11,509    $11,856     $10,421
  9/30/92      $11,066      $11,643    $12,018     $10,450
 10/31/92      $10,916      $11,683    $11,834     $10,487
 11/30/92      $11,325      $12,080    $11,823     $10,501
 12/31/92      $11,713      $12,229    $12,026     $10,494
  1/31/93      $11,973      $12,331    $12,289     $10,545
  2/28/93      $12,103      $12,499    $12,544     $10,582
  3/31/93      $12,365      $12,763    $12,587     $10,619
  4/30/93      $12,474      $12,454    $12,684     $10,649
  5/31/93      $12,692      $12,786    $12,677     $10,664
  6/30/93      $12,878      $12,824    $12,965     $10,679
  7/31/93      $12,812      $12,772    $13,048     $10,679
  8/31/93      $13,229      $13,256    $13,348     $10,709
  9/30/93      $13,372      $13,154    $13,395     $10,731
 10/31/93      $13,615      $13,427    $13,450     $10,775
 11/30/93      $13,504      $13,299    $13,298     $10,783
 12/31/93      $13,881      $13,460    $13,356     $10,783
  1/31/94      $14,327      $13,918    $13,557     $10,812
  2/28/94      $14,216      $13,540    $13,261     $10,849
  3/31/94      $13,758      $12,950    $12,936     $10,886
  4/30/94      $13,803      $13,116    $12,829     $10,901
  5/31/94      $13,960      $13,331    $12,806     $10,909
  6/30/94      $13,791      $13,004    $12,776     $10,946
  7/31/94      $14,039      $13,431    $13,032     $10,975
  8/31/94      $14,423      $13,981    $13,037     $11,019
  9/30/94      $14,254      $13,640    $12,840     $11,049
 10/31/94      $14,322      $13,947    $12,826     $11,057
 11/30/94      $13,846      $13,440    $12,803     $11,071
 12/31/94      $13,947      $13,638    $12,888     $11,071
  1/31/95      $14,107      $13,992    $13,135     $11,115
  2/28/95      $14,587      $14,537    $13,440     $11,160
  3/31/95      $14,872      $14,966    $13,530     $11,197
  4/30/95      $14,941      $15,406    $13,718     $11,233
  5/31/95      $15,308      $16,022    $14,293     $11,256
  6/30/95      $15,572      $16,394    $14,407     $11,278
  7/31/95      $15,849      $16,939    $14,351     $11,278
  8/31/95      $15,942      $16,981    $14,535     $11,308
  9/30/95      $16,242      $17,697    $14,683     $11,330
 10/31/95      $16,195      $17,634    $14,899     $11,368
 11/30/95      $16,870      $18,408    $15,144     $11,360
 12/31/95      $16,987      $18,763    $15,367     $11,352
  1/31/96      $17,503      $19,401    $15,462     $11,419
  2/29/96      $17,667      $19,582    $15,135     $11,455
  3/31/96      $17,878      $19,769    $15,007     $11,515
  4/30/96      $18,208      $20,060    $14,904     $11,560
  5/31/96      $18,491      $20,578    $14,879     $11,582
  6/30/96      $18,573      $20,656    $15,078     $11,589
  7/31/96      $17,839      $19,743    $15,113     $11,611
  8/31/96      $18,289      $20,159    $15,076     $11,633
  9/30/96      $18,917      $21,294    $15,345     $11,670
 10/31/96      $19,179      $21,882    $15,702     $11,707
 11/30/96      $20,083      $23,536    $15,991     $11,730
 12/31/96      $19,945      $23,070    $15,814     $11,730
</TABLE>





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