FRANKLIN CUSTODIAN FUNDS INC
N-30D, 1997-12-11
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Annual
Report
                                                            September 30, 1997

Franklin Custodian Funds, Inc.

    Franklin Growth Fund
    Franklin Utilities Fund
    Franklin Income Fund
    Franklin DynaTech Fund
    Franklin U.S. Government Securities Fund


CONTENTS

Shareholder's Letter                               1

Fund Reports
 Franklin Growth Fund                              3
 Franklin Utilities Fund                          12
 Franklin Income Fund                             22
 Franklin DynaTech Fund                           34
 Franklin U.S. Government Securities Fund         40

Financial Highlights and
Statement of Investments                          50

Financial Statements                              80

Notes to
Financial Statements                              85

Report of Independent
Accountants                                       91

Tax Designation                                   92


SHAREHOLDER'S LETTER

Dear Shareholder:

It's a pleasure to bring you the Franklin  Custodian  Funds,  Inc. annual report
for the period ended September 30, 1997.

UP, UP AND AWAY?

The big news over the  12-month  reporting  period  has been the  large  flow of
capital into the U.S. equity markets. The Dow Jones(R) Industrial Average gained
roughly 2100 points over the one-year period,  and pushed through the 8000-point
mark for the  first  time in July.  Strong  economic  growth  (second  and third
quarter GDP posted  annualized rates of 3.3% and 3.5%,  respectively),  combined
with the stock market's  meteoric  rise,  prompted some degree of caution on the
part of the Federal  Reserve Board (the Fed). The chief topic on Wall Street was
whether the Federal Open Market Committee would increase the federal funds rate.

To no one's  surprise,  the Fed nudged  the rate  higher in March  1997,  citing
heightened  inflation  risk as the reason for the  quarter-point  increase  from
5.25% to 5.50%. Although the market experienced a roughly 10% correction,  stock
prices  rebounded  sharply.  Despite  such  a  recovery,   recent  reports  show
relatively few signs of  inflationary  pressure.  In fact,  some economists have
dubbed the current,  benign U.S.  economic  environment  as being a  "Goldilocks
Economy," as it is neither  "too hot"  (growing  fast enough to generate  higher
prices and  inflation)  nor "too cold" (slowing down at a rate that threatens to
throw us into recession);  rather,  the economy -- at this time -- appears to be
"just right."

THE TALE OF THE TORTOISE AND THE HARE

We can't  promise  this  positive  economic  environment  will  continue.  It is
important  to remember,  then,  that  markets  correct -- in our opinion,  it is
desirable  for  them  to do so.  Consequently,  investor  concern  about  market
volatility and its long-term  direction  prompts us to comment on the importance
of having your own  long-term  investment  strategy.  And when you consider your
investment strategy, are you a tortoise or a hare?

"Much like the tortoise,  successful  investors  historically have achieved good
results through setting goals, diversifying their assets, and having patience."

We all know that familiar story: the tortoise won the race because he had a plan
and stuck to it, not allowing the hare's fast start to distract  him.  Much like
the  tortoise,  successful  investors  historically  have  achieved good results
through setting goals,  diversifying  their assets,  and having patience.  Smart
investors  think like the tortoise.  They know mutual fund  investments are long
term, so daily market fluctuations and short-term volatility have minimal impact
on their overall  investment goals. They understand that patience and discipline
are keys to  successful  investing.  Remember,  it's time -- not  timing -- that
makes the difference.

We  encourage  you to speak  with  your  investment  representative  about  your
financial  goals. To help reduce concern about  volatility,  stay focused on the
long  term  and  diversify  your  investments.  Mutual  funds  offer a level  of
diversification that is almost impossible for individual investors to achieve on
their own.

Regardless  of  the  market's  direction,   Franklin   Templeton's   disciplined
investment  strategy  remains  the  same:  all of  our  portfolio  managers  are
dedicated  to providing  shareholders  like you with  careful  selection,  broad
diversification and constant professional supervision.  As always, we appreciate
your support,  welcome your questions and comments,  and look forward to serving
your investment needs in the years ahead.

Sincerely,



Charles B. Johnson
President
Franklin Custodian Funds, Inc.


FRANKLIN GROWTH FUND

Your Fund's  Objective:  Seeks capital  appreciation  by investing  primarily in
common   stocks  or   convertible   securities   believed  to  offer   favorable
possibilities for capital appreciation.

The economy was quite  positive  during the 12 months ended  September 30, 1997.
GDP grew at an  annualized  rate of 3.5% during the third  quarter of 1997,  and
could  likely rise 2.5% to 3% by the end of the calendar  year. A good  business
climate combined with stock buy-backs,  corporate re-structuring,  and continued
corporate cost-consciousness  contributed to market strength. In addition, there
was a very  favorable  supply-demand  balance for common  stocks:  As the market
continued  to rise,  there  was an  increasing  reluctance  to sell and pay huge
capital  gains  taxes.  Although  the  stock  market  experienced  record  highs
throughout  the year,  this meteoric rise prompted us to remain  cautious in our
investment  selections.  Short-term  investments  rose  from  18.8% of total net
assets on September 30, 1996, to 32.5% at the end of the fiscal year.  And while
this  didn't  necessarily  harm the fund -- the fund's  Class I shares  posted a
return  of  +20.84%,  as shown  in the  Performance  Summary  on page 5 -- total
returns  on  short-term  investments  were just over 5%, and much lower than the
returns of rapidly rising stocks.

On September 30, 1997,  the fund owned stocks of 92 companies in a diverse group
of industries, including transportation, health care, entertainment,  aerospace,
communications,  and energy and energy services.  Broad diversification can help
soften the effects of market volatility because strong performance in one sector
may offset weak performance in another.

Market  volatility  over the year did  affect  the  value of some of the  fund's
holdings.  For example,  the stock of Cisco  Systems,  Inc., a bellwether of the
networking  sector,  dropped to a low for the  reporting  period of $46 on April
25th, reached a high of $81 on August 5th, and then declined to $73 at the close
of the period. This represented a fall of almost 40% from its high, and a bounce
of over  58%  from its  low.  And  while  Cisco  isn't  quite  living  up to our
expectations  at this time, it does have a dominant  worldwide  market share and
strong fundamentals. As such, we feel the stock has potential.


Franklin Growth Fund
Top 10 Holdings
9/30/97

Company                                % of Total
INDUSTRY                               Net Assets
- --------------------------------------------------
Schering-Plough Corp.
PHARMACEUTICALS                         2.94%

Pfizer, Inc.
PHARMACEUTICALS                         2.44%

Minnesota Manufacturing
& Mining, Co.
DIVERSIFIED MANUFACTURERS               2.18%

AMR Corp.
TRANSPORTATION                          2.17%

Computer Sciences Corp.
DATA SERVICES                           2.02%

IBM Corp.
COMPUTER HARDWARE                       1.88%

UAL Corp.
TRANSPORTATION                          1.88%

Bristol Meyers Squibb
PHARMACEUTICALS                         1.68%

Raytheon Co.
AEROSPACE & DEFENSE                     1.66%

Hewlett-Packard Co.
COMPUTER HARDWARE                       1.59%


For a complete list of portfolio holdings, please see page 53 of this report.


Over the year under review, many individual companies performed well, and we saw
four  newcomers  to our top ten list:  Hewlett-Packard,  IBM,  UAL,  and Bristol
Meyers  Squibb.  While  we  couldn't  really  point to any one  sector  as being
exceptionally  strong, the pharmaceutical  sector's  performance is particularly
noteworthy.  Pharmaceutical  stocks continued to post gains during the reporting
period, moving higher on strengthening industry fundamentals.  As a result, this
sector   remained  one  of  the  fund's   largest  on  September  30,  1997,  at
approximately  11.2%  of  total  net  assets.  Schering-Plough  Corp.'s  healthy
earnings  helped it remain the number  one  portfolio  holding at the end of the
period  (2.94%).  And Pfizer rose to the #2 position on the top ten (from the #4
spot a year ago) on the back of increased corporate earnings growth.

Please note that this  discussion  reflects the  strategies  we employed for the
fund over the  one-year  reporting  period,  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 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 believe  that,  although  corporate  earnings will vary by
industry sector,  the economy should grow moderately and inflation should remain
under  control.  It is our job to adjust to all types of economic  environments,
and we are confident  that our  value-oriented  long-term  approach to investing
should position the fund to perform well in the future.


PERFORMANCE SUMMARY


CLASS I

Franklin Growth Fund - Class I reported a cumulative total return of +20.84% for
the one-year period ended September 30, 1997.  Cumulative  total return measures
the  change  in  value  of  an   investment,   assuming   reinvestment   of  all
distributions,  and does not  include  the sales  charge.  We always  maintain a
long-term  perspective when managing the fund, and we encourage our shareholders
to view their  investments in a similar manner. As you can see from the table on
page 6, the fund's Class I shares  delivered a  cumulative  total return of more
than 235.43% for the 10-year period ended September 30, 1997.

The fund's share price, as measured by net asset value,  increased  $4.27,  from
$22.82 on September  30,  1996,  to $27.09 on  September  30,  1997.  During the
reporting period, shareholders received distributions of 22.7 cents ($0.227) per
share in dividend income and 20.2 cents ($0.202) per share in long-term  capital
gains.  Distributions  will vary  depending on income earned by the fund and any
profits   realized  from  the  sale  of  securities  in  the   portfolio.   Past
distributions are not indicative of future trends.

The graph on page 6 compares the  performance  of the fund's Class I shares over
the past 10 years,  with the  performance of the unmanaged  Standard & Poor's(R)
500  Stock  Index  (S&P  500(R)).  The  S&P  500 is a broad  market  index  that
represents stocks from a variety of industries.

Keep  in  mind  that  an  unmanaged   market  index  has  inherent   performance
differentials  in comparison with any fund. An index doesn't pay management fees
to cover salaries of security analysts or portfolio managers, or pay commissions
or market  spreads to buy and sell  stocks.  Unlike an index,  mutual  funds are
never 100% invested because they need to have cash on hand to redeem shares.  In
addition,  the performance shown for the fund includes the maximum initial sales
charge,  all fund  expenses  and account  fees.  If operating  expenses  such as
Franklin Growth Fund's had been applied to the index, its performance would have
been lower.  Please  remember that an index is simply a measure of  performance,
and one cannot invest in it directly.




GRAPHIC MATERIAL 1 OMITTED - SEE APPENDIX AT END OF DOCUMENT




<TABLE>
<CAPTION>
Franklin Growth Fund -- Class I
Periods ended 9/30/97

                                                                                 Since
                                                                                Inception
                                   1-Year         5-Year         10-Year        (3/31/48)
- ------------------------------------------------------------------------------------------
<S>                    <C>         <C>            <C>            <C>            <C>       
Cumulative Total Return1           20.84%         116.18%        235.43%        19,878.00%

Average Annual Total Return2       15.38%          15.59%         12.35%            11.19%

Value of $10,000 Investment3       $11,538        $20,638        $32,032        $1,909,176

                             9/30/93      9/30/94      9/30/95      9/30/96      9/30/97

Total Return4                 5.92%        7.71%        31.11%      19.70%        20.84%
</TABLE>


1.  Cumulative  total returns  measure the change in value of an investment over
the periods indicated and do not include the sales charge.

2. Average annual total returns  represent the average annual change in value of
an investment over the periods  indicated and include the current,  maximum 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 specified periods and include the sales charge.

4. One-year  total returns  represent the change in value of an investment  over
the periods ended on the specified dates and do not include the 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  would  differ.  Effective May 1, 1994,  the fund  eliminated  the sales
charge on reinvested  dividends and implemented a Rule 12b-1 plan, which affects
subsequent  performance.

All total return calculations assume reinvestment of dividends and capital gains
at net asset value.  Your  investment  return and principal value will fluctuate
with  market  conditions,  and you may have a gain or loss  when  you sell  your
shares.


CLASS II

Franklin  Growth Fund - Class II reported a  cumulative  total return of +19.91%
for the  one-year  period ended  September  30,  1997.  Cumulative  total return
measures  the change in value of an  investment,  assuming  reinvestment  of all
distributions,  and does  not  include  sales  charges.  We  always  maintain  a
long-term  perspective when managing the fund, and we encourage our shareholders
to view their  investments in a similar manner. As you can see from the table on
page 8, as of  September  30,  1997,  the  fund's  Class II shares  delivered  a
cumulative total return of more than 63.32% since the shares became available on
May 1, 1995.

The fund's share price, as measured by net asset value,  increased  $4.10,  from
$22.60 on September  30,  1996,  to $26.70 on  September  30,  1997.  During the
reporting period,  shareholders received  distributions of 15.32 cents ($0.1532)
per share in  dividend  income and 20.2 cents  ($0.202)  per share in  long-term
capital  gains.  Distributions  will vary depending on income earned by the fund
and any profits  realized  from the sale of securities  in the  portfolio.  Past
distributions are not indicative of future trends.

The graph on page 8 compares the performance of the fund's Class II shares since
inception,  with the performance of the unmanaged Standard & Poor's(R) 500 Stock
Index (S&P 500(R)). The S&P 500 is a broad market index representing stocks from
a variety of industries.

Keep  in  mind  that  an  unmanaged   market  index  has  inherent   performance
differentials  in comparison with any fund. An index doesn't pay management fees
to cover salaries of security analysts or portfolio managers, or pay commissions
or market  spreads to buy and sell  stocks.  Unlike an index,  mutual  funds are
never 100% invested because they need to have cash on hand to redeem shares.  In
addition,  the performance shown for the fund includes the maximum initial sales
charge,  all fund  expenses  and account  fees.  If operating  expenses  such as
Franklin Growth Fund's had been applied to the index, its performance would have
been lower.  Please  remember that an index is simply a measure of  performance,
and one cannot invest in it directly.




GRAPHIC MATERIAL 2 OMITTED - SEE APPENDIX AT END OF DOCUMENT




Franklin Growth Fund -- Class II
Periods ended 9/30/97

                                                                 Since
                                                               Inception
                                                  1-Year       (5/1/95)
- ------------------------------------------------------------------------     
Cumulative Total Return1                          19.91%        63.32%
                                                              
Average Annual Total Return2                      12.77%        21.99%
                                                              
Value of $10,000 Investment3                      $11,761       $16,169
                                                           

1.  Cumulative  total returns  measure the change in value of an investment over
the periods indicated and do not include sales charges.

2. Average annual total returns  represent the average annual change in value of
an  investment  over the periods  indicated  and include the 1.0% initial  sales
charge and 1.0% contingent deferred sales charge,  applicable to shares redeemed
within 18 months of investment.

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

All total return calculations assume reinvestment of dividends and capital gains
at net asset value.  Your  investment  return and principal value will fluctuate
with  market  conditions,  and you may have a gain or loss  when  you sell  your
shares.


ADVISOR CLASS

Franklin  Growth Fund - Advisor  Class  reported a  cumulative  total  return of
+16.74% for the period from  January 2, 1997  (commencement  of sales),  through
September 30, 1997.  Cumulative  total return measures the change in value of an
investment, assuming reinvestment of all distributions.

The fund's share  price,  as measured by net asset value,  increased  $3.89,  to
$27.13 on September 30, 1997,  from $23.24 at inception on January 2, 1997,  the
day Advisor Class shares became available.

The graph on page 10 compares the performance of the fund's Advisor Class shares
over the past 10  years,  with  the  performance  of the  unmanaged  Standard  &
Poor's(R) 500 Stock Index (S&P 500(R)). The S&P 500 is a broad market index that
represents stocks from a variety of industries.

Keep  in  mind  that  an  unmanaged   market  index  has  inherent   performance
differentials  in comparison with any fund. An index doesn't pay management fees
to cover salaries of security analysts or portfolio managers, or pay commissions
or market  spreads to buy and sell  stocks.  Unlike an index,  mutual  funds are
never 100% invested because they need to have cash on hand to redeem shares.  In
addition,  the performance shown for the fund includes the maximum initial sales
charge,  all fund  expenses  and account  fees.  If operating  expenses  such as
Franklin Growth Fund's had been applied to the index, its performance would have
been lower.  Please  remember that an index is simply a measure of  performance,
and one cannot invest in it directly.




GRAPHIC MATERIAL 3 OMITTED - SEE APPENDIX AT END OF DOCUMENT




<TABLE>
<CAPTION>
Franklin Growth Fund -- Advisor Class
Periods ended 9/30/97

                                                                                  Since
                                                                                Inception
                                                                               of the Fund
                                   1-Year         5-Year         10-Year        (3/31/48)
- -------------------------------------------------------------------------------------------
<S>                    <C>         <C>            <C>            <C>            <C>       
Cumulative Total Return1           20.91%         116.50%        235.90%        19,907.54%

Average Annual Total Return1       20.91%          16.71%         12.88%            11.30%

Value of $10,000 Investment2       $12,091        $21,650        $33,592        $2,000,754

                               9/30/93      9/30/94      9/30/95      9/30/96      9/30/97

Total Return3                   5.92%        7.71%       31.11%        19.70%       20.91%
</TABLE>


Effective  January 2, 1997,  the fund began  offering  Advisor  Class  shares to
certain eligible investors as described in its prospectus. This share class does
not have sales charges nor Rule 12b-1 plans.  Performance  quotations  have been
calculated as follows: (a) For periods prior to January 2, 1997, figures reflect
the  fund's  Class I  performance,  excluding  the effect of the Class I maximum
initial  sales charge,  but including the effect of Class I expenses,  including
Rule 12b-1 fees;  and (b) for periods  after  January 1, 1997,  figures  reflect
actual Advisor Class performance including the deduction of all charges and fees
applicable only to that class.  Since January 2, 1997  (commencement  of sales),
the cumulative total return of Advisor Class shares was 16.74%.

1.  Cumulative  total return  measures the change in value of an investment over
the periods indicated. Average annual total return represents the average annual
change in value of an investment over the indicated periods.

2. These figures  represent the value of an hypothetical  $10,000  investment in
fund over the specified dates.

3. One-year total return  represents  the change in value of an investment  over
the periods ended on the specified dates.

All total return calculations assume reinvestment of dividends and capital gains
at net asset value.  Your  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.




GRAPHIC MATERIAL 4 OMITTED - SEE APPENDIX AT END OF DOCUMENT




FRANKLIN UTILITIES FUND

Your Fund's Objective: Seeks both capital appreciation and current income from a
portfolio of public utility industry securities.

Electric  utility stock prices lagged the broader stock market over the 12-month
reporting period, impacting the fund's performance. Interest rates, a key driver
of electric utility stock  performance,  experienced  volatility  throughout the
year under review,  with the 30-year U.S. Treasury bond's yield bouncing between
a low of  5.95%  and a high of  7.15%.  This  type of  volatility  created  some
uncertainty  regarding  electric  utility  stock prices and, as a result,  their
prices remained  relatively flat.  Nevertheless,  the Franklin  Utilities Fund's
Class I shares  turned in a  one-year  total  return of  +13.72% as shown in the
Performance Summary on page 14.

Although  electric  utility stock prices did not perform as  impressively as the
rest of the  market,  they still  offered  attractive  current  income and lower
volatility  than many  other  investments.  For this  reason,  these  securities
comprised  87% of the fund's  holdings on  September  30,  1997.  We continue to
emphasize the attractive long-term investment  characteristics and the currently
low,  relative  valuations of the stocks,  believing that these combined factors
make  electric  utility  stocks an  appealing  segment of a stock market that is
otherwise experiencing record-high valuation levels.

Deregulation is a complicated  issue facing the U.S.  electric utility industry.
Several   significant   developments   in  the  past  year  have   offered  some
clarification:  California  announced a final  restructuring  plan,  and several
other key  states  are close to  completing  plans  designed  to guide  electric
utilities  into  a  competitive  environment.   Increased  concern  over  future
competition  has had a strong impact on the price  performance  of some electric
utilities  in the last few years,  and  resolution  of such issues  should allow
these  securities'  market  valuations to  appreciate  in accordance  with their
future growth prospects.

As with deregulation in any industry, regulatory changes will create winners and
losers  within  the  electric  utility   industry.   On  a  positive  note,  the
restructuring  plans  presented in most states  allow for an orderly  transition
that should assure the financial  health of the companies  involved,  and should
help companies prepare for a more competitive  market.  Additionally,  the trend
toward deregulation has encouraged industry consolidation in the form of mergers
and  acquisitions,  and we believe we are only at the  beginning  of this phase.
Chances   are,   there   will   be  not   only  a   continuation   of   electric
company-to-electric  company merger activity,  but also a convergence of gas and
electric utility  companies.  We feel that strong investment  selections in this
area will depend on identifying  those companies with strong  management  teams,
attractive service territories, and efficient, low-cost operations.

Although the Franklin  Utilities Fund is invested primarily in domestic electric
utility  stocks,  the stocks and bonds of  telephone  and  natural  gas  utility
companies  comprised  approximately  10% of  the  fund's  total  net  assets  on
September 30, 1997. In addition, over the past year, we have built a convertible
securities  position of approximately 5.3% of total net assets.  These positions
serve to diversify the portfolio to some degree and allow us to  participate  in
the  growth  of other  industry  segments.  Also,  they  offer  many of the same
characteristics  that we look for when  purchasing  the  securities  of electric
utility companies, including consistent,  predictable earnings growth and steady
demand fundamentals.

Please note that this  discussion  reflects the  strategies  we employed for the
fund over the  one-year  reporting  period,  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 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.

In spite of the  potential  for  regulatory  change in the  industry,  utilities
continue to provide services that are an essential part of everyday life, and we
believe  they will  continue  to play an  important  role in a  well-diversified
investment portfolio.  As always, we remain committed to our long-term objective
of income and capital growth.


Franklin Utilities Fund
Top 10 Holdings
9/30/97

                            % of Total
Company                     Net Assets
- ---------------------------------------
FPL Group                     4.1%

Duke Power Co.                3.9%

Southern Co.                  3.9%

Pacific Gas & Electric        3.9%

New Century Energies          3.7%

TECO Energy, Inc.             3.6%

Florida Progress Corp.        3.6%

CINergy Corp.                 3.5%

Dominion Resources            3.4%

ENOVA Corp.                   3.2%


For a complete list of portfolio holdings, please see page 65 of this report.


PERFORMANCE SUMMARY

CLASS I

Franklin  Utilities Fund - Class I reported a cumulative total return of +13.72%
for the  one-year  period ended  September  30,  1997.  Cumulative  total return
measures  the change in value of an  investment,  assuming  reinvestment  of all
distributions,  and does not  include  the sales  charge.  We always  maintain a
long-term  perspective when managing the fund, and we encourage our shareholders
to view their  investments in a similar manner. As you can see from the table on
page 15, the fund's Class I shares  delivered a cumulative  total return of more
than 158.89% for the 10-year period ended September 30, 1997.

The fund's share price,  as measured by net asset value,  increased  31.0 cents,
from $9.73 on September 30, 1996,  to $10.04 on September  30, 1997.  During the
reporting period, shareholders received distributions of 52.4 cents ($0.524) per
share in dividend income and 42.7 cents ($0.427) per share in long-term  capital
gains.  Distributions  will vary  depending on income earned by the fund and any
profits   realized  from  the  sale  of  securities  in  the   portfolio.   Past
distributions are not indicative of future trends.

Based on the maximum  offering  price of $10.49 on September  30,  1997,  and an
annualization of the most recent  quarterly  dividend of 13.1 cents ($0.131) per
share, the fund's distribution rate was 5.00%.

The graph on page 15 compares the  performance of the fund's Class I shares over
the past 10 years,  with the  performance of the unmanaged  Standard & Poor's(R)
500 Stock Index (S&P 500(R)).

Keep  in  mind  that  an  unmanaged   market  index  has  inherent   performance
differentials  in comparison with any fund. An index doesn't pay management fees
to cover salaries of security analysts or portfolio managers, or pay commissions
or market  spreads to buy and sell  stocks.  Unlike an index,  mutual  funds are
never 100% invested because they need to have cash on hand to redeem shares.  In
addition,  the performance shown for the fund includes the maximum initial sales
charge,  all fund  expenses  and account  fees.  If operating  expenses  such as
Franklin  Utilities Fund's had been applied to the index, its performance  would
have  been  lower.  Please  remember  that an  index  is  simply  a  measure  of
performance, and one cannot invest in it directly.




GRAPHIC MATERIAL 5 OMITTED - SEE APPENDIX AT END OF DOCUMENT




Franklin Utilities Fund -- Class I
Periods ended 9/30/97

                                                                   Since
                                                                 Inception
                                   1-Year     5-Year   10-Year   (9/30/48)
- --------------------------------------------------------------------------
Cumulative Total Return1           13.72%     45.14%   158.89%   11,676.39%

Average Annual Total Return2        8.91%      6.80%     9.51%       10.12%

Value of $10,000 Investment3       $10,891    $13,894  $24,797   $1,125,530

Distribution Rate4              5.00%

30-Day Standardized Yield5      4.73%

                          9/30/93    9/30/94   9/30/95    9/30/96   9/30/97

Total Return6              18.08%    -17.85%    24.19%     5.94%     13.72%


1.  Cumulative  total returns  measure the change in value of an investment over
the periods indicated and do not include the sales charge.

2. Average annual total returns  represent the average annual change in value of
an investment over the specified periods and reflect the current,  maximum 4.25%
initial sales charge. See Note below.

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

4.  Distribution  rate is based on an annualization of the current 13.1 cent per
share quarterly  dividend and the maximum  offering price of $10.49 on September
30, 1997.

5. Yield,  calculated  as  required by the SEC, is based on the  earnings of the
fund's portfolio for the 30 days ended September 30, 1997.

6.  Total  returns  represent  the  change  in value of an  investment  over the
one-year  periods  ended on the  specified  dates and do not  include  the 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  would  differ.  Effective May 1, 1994,  the fund  eliminated  the sales
charge on reinvested  dividends and implemented a Rule 12b-1 plan, which affects
subsequent performance.

All total return calculations assume reinvestment of dividends and capital gains
at net asset value.  Your  investment  return and principal value will fluctuate
with  market  conditions,  and you may have a gain or loss  when  you sell  your
shares.


CLASS II

Franklin Utilities Fund - Class II reported a cumulative total return of +13.06%
for the  one-year  period ended  September  30,  1997.  Cumulative  total return
measures  the change in value of an  investment,  assuming  reinvestment  of all
distributions,  and does not include  the sales  charges.  We always  maintain a
long-term  perspective when managing the fund, and we encourage our shareholders
to view their  investments in a similar manner. As you can see from the table on
page 17, for the period ended  September  30,  1997,  the fund's Class II shares
delivered a cumulative total return of more than 34.66%, since the shares became
available on May 1, 1995.

The fund's share price,  as measured by net asset value,  increased  30.0 cents,
from $9.72 on September 30, 1996,  to $10.02 on September  30, 1997.  During the
reporting period,  shareholders received  distributions of 47.63 cents ($0.4763)
per share in  dividend  income and 42.7 cents  ($0.427)  per share in  long-term
capital  gains.  Distributions  will vary depending on income earned by the fund
and any profits  realized  from the sale of securities  in the  portfolio.  Past
distributions are not indicative of future trends.

Based on the  maximum  offering  price of $10.12 on  September  30,  1997 and an
annualization  of a quarterly  dividend of 12.67 cents ($0.1267) per share,  the
fund's distribution rate was 5.00%.

The graph on page 17  compares  the  performance  of the fund's  Class II shares
since inception,  with the performance or the unmanaged Standard & Poor's(R) 500
Stock Index (S&P 500(R)).

Keep  in  mind  that  an  unmanaged   market  index  has  inherent   performance
differentials  in comparison with any fund. An index doesn't pay management fees
to cover salaries of security analysts or portfolio managers, or pay commissions
or market spreads to buy and sell stocks. And, unlike an index, mutual funds are
never 100% invested because they need to have cash on hand to redeem shares.  In
addition,  the performance shown for the fund includes the maximum initial sales
charge,  all fund  expenses  and account  fees.  If operating  expenses  such as
Franklin  Utilities Fund's had been applied to either index,  their  performance
would  have been  lower.  Please  remember  that an index is simply a measure of
performance, and one cannot invest in it directly.




GRAPHIC MATERIAL 6 OMITTED - SEE APPENDIX AT END OF DOCUMENT




Franklin Utilities Fund -- Class II
Periods ended 9/30/97

                                                             Since
                                                           Inception
                                                  1-Year    (5/1/95)
- ---------------------------------------------------------------------
Cumulative Total Return1                          13.06%     34.66%

Average Annual Total Return2                      10.92%     12.63%

Value of $10,000 Investment3                      $11,092    $13,331

Distribution Rate4                          5.00%

30-Day Standardized Yield5                  4.36%

1.  Cumulative  total returns  measure the change in value of an investment over
the periods indicated and do not include sales charges.

2. Average annual total returns  represent the average annual change in value of
an  investment  over the  specified  periods and reflect the 1.0% initial  sales
charge and the 1.0%  contingent  deferred  sales  charge,  applicable  to shares
redeemed within 18 months of investment.

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

4.  Distribution rate is based on an annualization of the current 12.67 cent per
share quarterly dividend and the offering price of $10.12 on September 30, 1997.

5. Yield,  calculated  as  required by the SEC, is based on the  earnings of the
fund's portfolio for the 30 days ended September 30, 1997.

All total return calculations assume reinvestment of dividends and capital gains
at net asset value.  Your  investment  return and principal value will fluctuate
with  market  conditions,  and you may have a gain or loss  when  you sell  your
shares.


ADVISOR CLASS

Franklin  Utilities Fund - Advisor Class  reported a cumulative  total return of
+9.61% for the period  from  January 2, 1997  (commencement  of sales),  through
September 30, 1997.  Cumulative  total return measures the change in value of an
investment, assuming reinvestment of all distributions.

The fund's share price,  as measured by net asset value,  increased  49.0 cents,
from $9.55 on  January 2, 1997,  to $10.04 on  September  30,  1997.  During the
reporting period,  Advisor Class  shareholders  received  distributions of 40.27
cents ($0.4027) per share in dividend income.  Distributions will vary depending
on  income  earned  by the  fund  and any  profits  realized  from  the  sale of
securities in the  portfolio.  Past  distributions  are not indicative of future
trends.

Based on the fund's net asset value price of $10.04 on September 30, 1997 and an
annualization  of September's  dividend of 13.44 cents ($0.1344) per share,  the
fund's distribution rate was 5.35%.

The graph on page 20 compares the performance of the fund's Advisor Class I over
the past 10 years,  with the  performance of the unmanaged  Standard & Poor's(R)
500 Stock Index (S&P 500(R)).

Keep  in  mind  that  an  unmanaged   market  index  has  inherent   performance
differentials  in comparison with any fund. An index doesn't pay management fees
to cover salaries of security analysts or portfolio managers, or pay commissions
or market  spreads to buy and sell  stocks.  Unlike an index,  mutual  funds are
never 100% invested because they need to have cash on hand to redeem shares.  In
addition,  the performance shown for the fund includes the maximum initial sales
charge,  all fund  expenses  and account  fees.  If operating  expenses  such as
Franklin  Utilities Fund's had been applied to the index, its performance  would
have  been  lower.  Please  remember  that an  index  is  simply  a  measure  of
performance, and one cannot invest in it directly.




GRAPHIC MATERIAL 7 OMITTED - SEE APPENDIX AT END OF DOCUMENT




Franklin Utilities Fund -- Advisor Class
Periods ended 9/30/97

                                                                        Since
                                                                      Inception
                                                                     of the Fund
                                   1-Year    5-Year     10-Year       (9/30/48)
- --------------------------------------------------------------------------------
Cumulative Total Return1           13.83%    45.29%      159.15%      11,688.14%

Average Annual Total Return1       13.83%     7.76%        9.99%          10.22%

Value of $10,000 Investment2       $11,383   $14,529     $25,915      $1,178,814

Distribution Rate3              5.35%

30-Day Standardized Yield4      5.05%

                                9/30/93    9/30/94   9/30/95    9/30/96  9/30/97

Total Return5                    18.08%    -17.85%    24.19%     5.94%    13.83%


Effective  January 2, 1997,  the fund began  offering  Advisor  Class  shares to
certain eligible investors as described in its prospectus. This share class does
not have sales charges nor Rule 12b-1 plans.  Performance  quotations  have been
calculated as follows: (a) For periods prior to January 2, 1997, figures reflect
the  fund's  Class I  performance,  excluding  the effect of the Class I maximum
initial  sales charge,  but including the effect of Class I expenses,  including
Rule 12b-1 fees;  and (b) for periods  after  January 1, 1997,  figures  reflect
actual Advisor Class performance including the deduction of all charges and fees
applicable only to that class.  Since January 2, 1997  (commencement  of sales),
the cumulative total return of Advisor Class shares was 9.61%.

1.  Cumulative  total returns  measure the change in value of an investment over
the periods indicated and do not include the sales charge.  Average annual total
returns  represent the average annual change in value of an investment  over the
specified periods.

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

3.  Distribution rate is based on an annualization of the current 13.44 cent per
share quarterly dividend and the fund's price of $10.04 on September 30, 1997.

4. Yield,  calculated  as  required by the SEC, is based on the  earnings of the
fund's portfolio for the 30 days ended September 30, 1997.

5.  Total  returns  represent  the  change  in value of an  investment  over the
one-year  periods  ended on the  specified  dates and do not  include  the sales
charge.

All total return calculations assume reinvestment of dividends and capital gains
at net asset value.  Your  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 INCOME FUND

Your Fund's Objective:  Seeks to maximize income while maintaining prospects for
capital appreciation through a diversified portfolio of securities.

The U.S. stock market appreciated during the year under review, driven by steady
economic  growth  and low  inflation.  The  bond  market,  however,  experienced
volatility  during the period due to  concerns  over the  possibility  of higher
inflation.  Many of the fund's sectors performed well over its fiscal year, with
energy,  real estate,  and foreign  bonds  leading the way. In fact,  the fund's
Class I shares posted a one-year cumulative total return of +17.31%, as shown in
the performance summary on page 25.

Overall sector weightings in the portfolio did not change  significantly  during
the  reporting  period.  However,  we did  increase  the fund's  stock  holdings
slightly,  to 40.2% of total net assets on September 30, 1997, from 37.1% a year
earlier.  As of September 30, 1997, 53.0% of the fund's net assets were invested
in bonds, 40.2% in stocks, and 6.8% in cash and equivalents.

The fund's bond holdings  consisted of  corporate,  foreign,  and U.S.  Treasury
bonds.  Corporate  bonds,  which continue to represent our largest  fixed-income
weighting  (29.2% of total net assets),  performed  well over the period despite
interest rate volatility.  Although corporate bond valuations were at relatively
high levels during the past twelve months,  we were able to find some attractive
investments in new and existing  positions.  We initiated several corporate bond
positions  during the  period,  including  Del Monte (Food &  Beverage),  Paging
Network   (Telecommunications),   Tjiwi  Kimia  International  (Paper  &  Forest
Products),  and ICN Pharmaceuticals  (Pharmaceuticals).  In addition, we sold or
tendered  several  bond  positions at levels that we believed  represented  full
value.

The fund's foreign bond positions performed exceptionally well during the period
due to positive  economic and political  developments and the overall decline in
U.S.   interest   rates.   Over  the   year,   we   consolidated   our   foreign
dollar-denominated  Brady bond  positions by swapping out of our  Ecuadorian and
Mexican  Brady bonds for Brazilian  Brady bonds which,  along with our Argentina
Brady bonds, appeared to offer greater total return potential.  We also sold the
fund's  Canadian  bond  position in May due to  valuation  concerns and currency
risk.

Over the year,  we added to our  Treasury  holdings  amid  weakness in March and
August,  as we believed  subdued  inflation and prospects for a balanced  budget
would allow interest  rates to fall. As a result,  U.S.  Treasuries  represented
11.4% of total net assets on September 30, 1997, up from 7.4% last year.

Most of the fund's  equity  sectors  performed  well  during the period with the
energy and pharmaceutical stocks experiencing the greatest appreciation. We took
advantage of weak energy prices in February by initiating  convertible positions
in Nuevo  Energy and Swift  Energy as we believe the  long-term  outlook for the
energy sector remains positive. Following significant appreciation,  we sold the
fund's remaining  pharmaceutical holdings, as we believed appreciation potential
for these  stocks  was  limited  at  current  valuations.  These  pharmaceutical
positions were initiated as a contrarian  investment  when the sector was out of
favor due to health care reform discussions in 1993 and 1994.

Utility stocks turned in a steady  performance over the past twelve months -- in
line with the fund's overall return. We initiated positions in MidAmerica Energy
and  Northern  States  Power -- both are  mid-western  electric  and natural gas
utilities.  On September 30, 1997,  utility stocks comprised 21.2% of the fund's
portfolio,  up from 19.9% on September  30, 1996.  We increased our weighting in
these securities because we believe many of the stocks are undervalued and offer
attractive,  high current income. In addition,  many utility companies have made
significant progress in adapting to industry  deregulation through cost cutting,
consolidation,   and   diversifying   into  related   business  lines  that  are
unregulated.


Franklin Income Fund
Portfolio Breakdown
9/30/97

                                 % of Total
Sector                           Net Assets
- -------------------------------------------
Corporate Bonds                    29.2%

Utilities Stocks                   21.2%

U.S. Treasury
Bonds & Notes                      11.4%

Foreign Bonds                       8.9%

Energy/Energy Services              6.9%

Metals                              2.8%

REITs                               2.2%

Consumer Products                   1.9%

Telecommunications Stocks           1.7%

Cable & Media Stocks                0.9%

Other Stocks                        2.6%

Other Bonds                         3.5%

Cash & Equivalents                  6.8%


For a complete list of portfolio holdings, please see page 70 of this report.


Looking at other sectors, we purchased several new convertible  positions in the
real estate  sector,  including  Host  Marriott  (Lodging),Vornado  Realty Trust
(REIT),  and Macerich (REIT).  These securities  provide  attractive  income and
downside  protection while offering equity upside potential  related to positive
fundamental  trends  in the  industry.  We took  advantage  of  strength  in the
technology  sector by  recognizing  significant  gains on our  Altera and Xilinx
holdings, which we purchased last year during the technology sell-off.  Finally,
we sold several stock positions that no longer fit our valuation criteria.

Please note that this  discussion  reflects the  strategies  we employed for the
fund over the  one-year  reporting  period,  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 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.

With the stock market near all-time highs,  we remain  selective and continually
search for attractive investments for our shareholders.  We are comfortable with
the  portfolio's  6.8% cash  position,  and feel  that it will  allow us to take
advantage of investment  opportunities as they arise. Of course,  we continue to
follow our  value-oriented  approach,  searching  for  income and growth  from a
diversified mix of stocks, bonds, and cash.


PERFORMANCE SUMMARY

CLASS I

Franklin Income Fund - Class I reported a cumulative total return of +17.31% for
the one-year period ended September 30, 1997.  Cumulative  total return measures
the  change  in  value  of  an   investment,   assuming   reinvestment   of  all
distributions,  and does not  include  the sales  charge.  We always  maintain a
long-term  perspective when managing the fund, and we encourage our shareholders
to view their  investments in a similar manner. As you can see from the table on
page 27, the fund's Class I shares  delivered a cumulative  total return of more
than 205.21% for the 10-year period ended September 30, 1997.

The fund's share price,  as measured by net asset value,  increased  19.0 cents,
from $2.30 on September  30, 1996,  to $2.49 on September  30, 1997.  During the
reporting period,  shareholders received distributions of 18.0 cents ($0.18) per
share in dividend  income and 1.0 cents ($0.010) per share in long-term  capital
gains.  Distributions  will vary  depending on income earned by the fund and any
profits   realized  from  the  sale  of  securities  in  the   portfolio.   Past
distributions are not indicative of future trends.

Based on the maximum  offering  price of $2.60 on  September  30,  1997,  and an
annualization  of  September's  dividend of 1.5 cents  ($0.015)  per share,  the
fund's distribution rate was 6.92%.

The graph on page 26 compares the  performance of the fund's Class I shares with
the  performance  of two unmanaged  indices,  the Standard & Poor's(R) 500 Stock
Index (S&P 500(R)) and the Lehman Brothers  Government/Corporate  Bond Index. It
also compares the fund's  performance  with the average  performance of 22 other
income  funds,  as measured  by Lipper  Analytical  Services,  Inc. As the graph
illustrates, the fund's performance has closely followed that of the indices.




GRAPHIC MATERIAL 8 OMITTED - SEE APPENDIX AT END OF DOCUMENT




Keep  in  mind  that  an  unmanaged   market  index  has  inherent   performance
differentials  in comparison with any fund. An index doesn't pay management fees
to cover salaries of security analysts or portfolio managers, or pay commissions
or market  spreads to buy and sell  stocks.  Unlike an index,  mutual  funds are
never 100% invested because they need to have cash on hand to redeem shares.  In
addition,  the performance shown for the fund includes the maximum initial sales
charge,  all fund  expenses  and account  fees.  If operating  expenses  such as
Franklin Income Fund's had been applied to the index, its performance would have
been lower.  Please  remember that an index is simply a measure of  performance,
and one cannot invest in it directly.


Franklin Income Fund -- Class I
Periods ended 9/30/97

                                                                   Since
                                                                  Inception
                                   1-Year    5-Year     10-Year   (8/31/48)
- ----------------------------------------------------------------------------
Cumulative Total Return1           17.31%    72.00%     205.21%   20,761.68%

Average Annual Total Return2       12.43%    10.49%      11.31%       11.40%

Value of $10,000 Investment3       $11,243   $16,468    $29,206   $1,999,246

Distribution Rate4              6.92%

30-Day Standardized Yield5      6.45%

                          9/30/93    9/30/94    9/30/95    9/30/96    9/30/97

Total Return6              19.13%     -1.35%     14.00%     9.43%      17.31%


1.  Cumulative  total returns  measure the change in value of an investment over
the periods indicated and do not include the sales charge.

2. Average annual total returns  represent the average annual change in value of
an investment over the specified periods and reflect the current,  maximum 4.25%
initial sales charge. See Note below.

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

4.  Distribution  rate is based on an  annualization of the current 1.5 cent per
share monthly  dividend and the maximum offering price of $2.60 on September 30,
1997.

5. Yield,  calculated  as  required by the SEC, is based on the  earnings of the
fund's  portfolio for the 30 days ended  September 30, 1997. High yields reflect
the higher credit risks  associated with certain  lower-rated  securities in the
fund's  portfolio  and,  in some  cases,  the  lower  market  prices  for  these
instruments.

6.  Total  returns  represent  the  change  in value of an  investment  over the
one-year  periods  ended on the  specified  dates and do not  include  the 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  would  differ.  Effective May 1, 1994,  the fund  eliminated  the sales
charge on reinvested  dividends and implemented a Rule 12b-1 plan, which affects
subsequent performance.

All total return calculations assume reinvestment of dividends and capital gains
at net asset value.  Your  investment  return and principal value will fluctuate
with  market  conditions,  and you may have a gain or loss  when  you sell  your
shares.


CLASS II

Franklin  Income Fund - Class II reported a  cumulative  total return of +16.72%
for the  one-year  period ended  September  30,  1997.  Cumulative  total return
measures  the change in value of an  investment,  assuming  reinvestment  of all
distributions,  and does not include  the sales  charges.  We always  maintain a
long-term  perspective when managing the fund, and we encourage our shareholders
to view their  investments in a similar manner. As you can see from the table on
page 29, the fund's Class II shares  delivered a cumulative total return of more
than 38.13% since the shares became available on May 1, 1995.

The fund's share price,  as measured by net asset value,  increased  19.0 cents,
from $2.30 on September  30, 1996,  to $2.49 on September  30, 1997.  During the
reporting period,  Class II shareholders  received  distributions of 16.82 cents
($0.1682)  per share in  dividend  income  and 1.0 cents  ($0.010)  per share in
long-term capital gains.  Distributions  will vary depending on income earned by
the fund and any profits  realized from the sale of securities in the portfolio.
Past distributions are not indicative of future trends.

Based on the offering price of $2.52 on September 30, 1997, and an annualization
of  September's  dividend  of  1.40  cents  ($0.0140)  per  share,  plus a 12b-1
differential adjustment of .05 cents ($0.0005), the fund's distribution rate was
6.69%.

The graph on page 29  compares  the  performance  of the fund's  Class II shares
since inception,  with the performance of two unmanaged indices,  the Standard &
Poor's(R)   500   Stock   Index   (S&P   500(R))   and   the   Lehman   Brothers
Government/Corporate  Bond Index. It also compares the fund's  performance  with
the  average  performance  of 22 other  income  funds,  as  measured  by  Lipper
Analytical Services,  Inc. As the graph illustrates,  the fund's performance has
closely followed that of the indices.

Keep  in  mind  that  an  unmanaged   market  index  has  inherent   performance
differentials  in comparison with any fund. An index doesn't pay management fees
to cover salaries of security analysts or portfolio managers, or pay commissions
or market  spreads to buy and sell  stocks.  Unlike an index,  mutual  funds are
never 100% invested because they need to have cash on hand to redeem shares.  In
addition,  the performance shown for the fund includes the maximum initial sales
charge,  all fund  expenses  and account  fees.  If operating  expenses  such as
Franklin Income Fund's had been applied to the index,  their  performance  would
have  been  lower.  Please  remember  that an  index  is  simply  a  measure  of
performance, and one cannot invest in it directly.




GRAPHIC MATERIAL 9 OMITTED - SEE APPENDIX AT END OF DOCUMENT




Franklin Income Fund -- Class II
Periods ended 9/30/97

                                                                Since
                                                              Inception
                                              1-Year          (5/1/95)
- ------------------------------------------------------------------------
Cumulative Total Return1                      16.72%           38.13%
                                                             
Average Annual Total Return2                  14.73%           13.86%
                                                             
Value of $10,000 Investment3                  $11,473          $13,686
                                                             
Distribution Rate4                  6.69%                          

30-Day Standardized Yield5          6.16%


1.  Cumulative  total returns  measure the change in value of an investment over
the periods indicated and do not include sales charges.

2. Average annual total returns  represent the average annual change in value of
an  investment  over the  specified  periods and reflect the 1.0% initial  sales
charge and the 1.0%  contingent  deferred  sales  charge,  applicable  to shares
redeemed within 18 months of investment.

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

4.  Distribution  rate is based on an annualization of the current 1.45 cent per
share monthly dividend, which includes a 12b-1 differential adjustment,  and the
offering price of $2.52 on September 30, 1997.

5. Yield,  calculated  as  required by the SEC, is based on the  earnings of the
fund's  portfolio for the 30 days ended  September 30, 1997. High yields reflect
the higher credit risks  associated with certain  lower-rated  securities in the
fund's  portfolio  and,  in some  cases,  the  lower  market  prices  for  these
instruments.

All total return calculations assume reinvestment of dividends and capital gains
at net asset value.  Your  investment  return and principal value will fluctuate
with  market  conditions,  and you may have a gain or loss  when  you sell  your
shares.


ADVISOR CLASS

Franklin  Income Fund - Advisor  Class  reported a  cumulative  total  return of
+12.31% for the period from  January 2, 1997  (commencement  of sales),  through
September 30, 1997.  Cumulative  total return measures the change in value of an
investment, assuming reinvestment of all distributions.

The fund's share price,  as measured by net asset value,  increased  14.0 cents,
from $2.34 on  January  2, 1997,  to $2.48 on  September  30,  1997.  During the
reporting period,  Advisor Class  shareholders  received  distributions of 13.74
cents ($0.1374) per share in dividend income.  Distributions will vary depending
on  income  earned  by the  fund  and any  profits  realized  from  the  sale of
securities in the  portfolio.  Past  distributions  are not indicative of future
trends.

Based on the fund's net asset value price of $2.48 on September  30, 1997 and an
annualization  of September's  dividend of 1.53 cents  ($0.0153) per share,  the
fund's distribution rate was 7.40%.

The graph on page 32 compares the performance of the fund's Advisor Class shares
with the  performance  of two  unmanaged  indices,  the Standard & Poor's(R) 500
Stock  Index (S&P  500(R))  and the Lehman  Brothers  Government/Corporate  Bond
Index. It also compares the fund's  performance with the average  performance of
22 other income funds, as measured by Lipper  Analytical  Services,  Inc. As the
graph  illustrates,  the fund's  performance  has closely  followed  that of the
indices.

Keep  in  mind  that  an  unmanaged   market  index  has  inherent   performance
differentials  in comparison with any fund. An index doesn't pay management fees
to cover salaries of security analysts or portfolio managers, or pay commissions
or market  spreads to buy and sell  stocks.  Unlike an index,  mutual  funds are
never 100% invested because they need to have cash on hand to redeem shares.  In
addition,  the performance shown for the fund includes the maximum initial sales
charge,  all fund  expenses  and account  fees.  If operating  expenses  such as
Franklin Income Fund's had been applied to the index, its performance would have
been lower.  Please  remember that an index is simply a measure of  performance,
and one cannot invest in it directly.




GRAPHIC MATERIAL 10 OMITTED - SEE APPENDIX AT END OF DOCUMENT




Franklin Income Fund -- Advisor Class
Periods ended 9/30/97

                                                                   Since
                                                                 Inception
                                                                of the Fund
- -----------------------------------------------------------------------------
                                   1-Year    5-Year    10-Year   (8/31/48)

Cumulative Total Return1           16.99%    71.51%    204.36%   20,703.29%

Average Annual Total Return1       16.99%    11.39%     11.77%       11.49%

Value of $10,000 Investment2       $11,699   $17,151   $30,436   $2,080,329

Distribution Rate3             7.40%

30-Day Standardized Yield4     6.88%

                        9/30/93    9/30/94    9/30/95    9/30/96    9/30/97

Total Return5            19.13%     -1.35%     14.00%     9.43%      16.99%

Effective  January 2, 1997,  the fund began  offering  Advisor  Class  shares to
certain eligible investors as described in its prospectus. This share class does
not have sales charges nor Rule 12b-1 plans.  Performance  quotations  have been
calculated as follows: (a) For periods prior to January 2, 1997, figures reflect
the  fund's  Class I  performance,  excluding  the effect of the Class I maximum
initial  sales charge,  but including the effect of Class I expenses,  including
Rule 12b-1 fees;  and (b) for periods  after  January 1, 1997,  figures  reflect
actual Advisor Class performance including the deduction of all charges and fees
applicable only to that class.  Since January 2, 1997  (commencement  of sales),
the cumulative total return of Advisor Class shares was 12.31%.

1.  Cumulative  total returns  measure the change in value of an investment over
the periods indicated and do not include the sales charge.  Average annual total
returns  represent the average annual change in value of an investment  over the
specified periods.

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

3.  Distribution  rate is based on an annualization of the current 1.53 cent per
share monthly dividend and the fund's price of $2.48 on September 30, 1997.

4. Yield,  calculated  as  required by the SEC, is based on the  earnings of the
fund's portfolio for the 30 days ended September 30, 1997.

5.  Total  returns  represent  the  change  in value of an  investment  over the
one-year  periods  ended on the  specified  dates and do not  include  the sales
charge.

All total return calculations assume reinvestment of dividends and capital gains
at net asset value.  Your  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 DYNATECH FUND

Your Fund's  Objective:  Seeks capital  appreciation  by investing  primarily in
companies emphasizing technological development .


Franklin DynaTech Fund
Portfolio Breakdown
9/30/97

                           % of Total
Sector                     Net Assets
- ---------------------------------------
Semiconductor

Manufacturers                 14.1%

Computer Hardware              9.0%

Computer Software              7.8%

Telecommunications             6.3%

Pharmaceuticals                4.0%

Networking                     3.9%

Medical Services               3.4%

Retail                         2.7%

Precision Instruments/
Test Equipment                 2.1%

Environmental Services         2.1%

Business Services              1.7%

Other                          4.9%

Short-Term Obligations
& Other Net Assets            38.0%


For a complete list of portfolio holdings, please see page 59 of this report.


During the 12-month  reporting  period,  the economy  showed healthy growth with
relatively little inflationary pressure -- creating an excellent environment for
owning stocks.  Particularly,  large capitalization (large cap) stocks seemed to
be the favored  group with  investors.  Within this  environment,  the  Franklin
DynaTech Fund's Class I shares provided a cumulative total return of +35.63% for
the one-year  period ended  September 30, 1997, as discussed in the  performance
summary  on page 36.  Over  this  same  period of time,  the  Hambrecht  & Quist
Technology Index produced a return of 49.10%.

Some of our large cap  holdings  contributed  to the fund's total return for the
year, including Compaq Computer,  Intel,  Microsoft,  and Warner-Lambert.  Other
holdings that factored into the positive total return were Lucent  Technologies,
Newbridge Networks, Schlumberger,  Linear Technology, and Xilinx. We purchased a
few of these  companies  during our previous  fiscal year (ended  September  30,
1996),  when the market corrected;  however,  a majority of these companies have
been in the portfolio for a number of years -- supporting  the benefit of a "buy
and hold" strategy.

Our strategy  involves  constantly  searching the vast spectrum of companies for
the next  "diamond  in the  rough."  We look for  companies  that  have,  in our
opinion,  compelling valuations,  a potential for leadership positioning,  and a
niche or unique product  offering.  We also search for opportunities in exciting
growth areas such as semiconductors,  computer software and hardware, networking
and  data  services.  When any of these  requirements  cannot  be met and we are
unable to invest,  the  portfolio's  cash position may increase,  allowing us to
have the resources  available to take  advantage of  opportunities  when they do
arise.

Over the one-year period,  we found  opportunities  in selective  companies with
unique  market  positions.  For  example,  we  purchased  shares in U.S.  Filter
Corporation,  a  company  whose  product  and  services  are  employed  in water
filtration and purification  processes.  It is an industry leader in the growing
trend  worldwide for better water quality,  ranging from industrial to municipal
water treatment systems.  Another unique company we purchased,  AES Corporation,
operates unregulated power generation plants,  fueled mainly by coal and natural
gas. AES should benefit from the increased demand for electricity, especially in
emerging market countries where they are the leading independent power producer.

In the technology  sector,  we purchased shares of Parametric  Technology.  This
company has a global leadership  position in software products that automate the
design  -- often  called  mechanical  computer-aided  design  (MCAD)  -- for the
engineering and manufacturing industries.  Currently,  Parametric has no debt on
its balance sheet and is expected to grow more than 30% in revenues and earnings
into the year 2000.

Based on declining  fundamentals  and/or  excessive  valuations,  we also sold a
number of holdings over the period.  We sold  Broderbund  Software and Forrester
Research  due  to  rich  valuations  compared  with  other  companies  in  their
industries.  Another of our holdings we sold was Electronic Data Systems because
it experienced  deteriorating  fundamentals  in its  outsourcing  business which
negatively impacted the profit margins on certain contracts.

Please note that this  discussion  reflects the  strategies  we employed for the
fund over the  one-year  reporting  period,  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 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 remain cautiously  optimistic due to excessive valuations we
believe the market is  currently  exhibiting.  As market  opportunities  present
themselves,  we are committed to our  investment  criteria of seeking  companies
that exemplify strong  leadership  potential,  technological  developments,  and
productivity enhancements.


Franklin DynaTech Fund
Top 10 Holdings
9/30/97

Company                    % of Total
INDUSTRY                   Net Assets
- ------------------------------------------
Intel Corp.
SEMICONDUCTOR/
MANUFACTURER                  13.5%

Microsoft Corp.
COMPUTER SOFTWARE              6.2%

Motorola, Inc.
TELECOMMUNICATIONS             5.3%

Compaq Computer Corp.
COMPUTER HARDWARE              4.9%

Hewlett-Packard Co.
COMPUTER HARDWARE              3.6%

Cisco Systems Inc.
NETWORKING                     2.3%

Warner-Lambert Co.
PHARMACEUTICALS                2.1%

Toys   Us, Inc.
RETAIL                         2.0%

Thermo Electron Corp.
PRECISION INSTRUMENTS/
TEST EQUIPMENT                 1.8%

Waste Management, Inc.
ENVIRONMENTAL SERVICES         1.5%

 
For a complete list of portfolio holdings, please see page 59 of this report.


PERFORMANCE SUMMARY

CLASS I

Franklin  DynaTech Fund - Class I reported a cumulative  total return of +35.63%
for the  one-year  period ended  September  30,  1997.  Cumulative  total return
measures  the change in value of an  investment,  assuming  reinvestment  of all
distributions,  and does not  include  the sales  charge.  We always  maintain a
long-term  perspective when managing the fund, and we encourage our shareholders
to view their  investments in a similar manner. As you can see from the table on
page 37, the fund's Class I shares  delivered a cumulative  total return of more
than 256.62% for the 10-year period ended September 30, 1997.

The fund's share price, as measured by net asset value,  increased  $4.45,  from
$14.03 on September  30,  1996,  to $18.48 on  September  30,  1997.  During the
reporting period,  shareholders received distributions of 5.5 cents ($0.055) per
share in dividend  income and 39.9 cents ($0.399) per share in capital gains, of
which .33 cents ($0.0033) represented short-term gains and 39.57 cents ($0.3957)
represented long-term gains.  Distributions will vary depending on income earned
by the  fund  and any  profits  realized  from  the  sale of  securities  in the
portfolio. Past distributions are not indicative of future trends.

The graph on page 37 compares the  performance of the fund's Class I shares over
the past 10 years,  with the  performance  of the Standard & Poor's(R) 500 Stock
Index (S&P 500(R)) and the Hambrecht & Quist Technology Index.  Please note, the
S&P 500 is a broad  market  index  that  represents  stocks  from a  variety  of
industries,  not just the technology  sector.  The Hambrecht & Quist  Technology
Index is composed of approximately 200 communications, health care, and computer
hardware and software stocks, and more closely represents the securities held by
the fund.

Keep  in  mind  that  an  unmanaged   market  index  has  inherent   performance
differentials  in comparison with any fund. An index doesn't pay management fees
to cover salaries of security analysts or portfolio managers, or pay commissions
or market  spreads to buy and sell  stocks.  Unlike an index,  mutual  funds are
never 100% invested because they need to have cash on hand to redeem shares.  In
addition,  the performance shown for the fund includes the maximum initial sales
charge,  all fund  expenses  and account  fees.  If operating  expenses  such as
Franklin  DynaTech  Fund's had been applied to either index,  their  performance
would  have been  lower.  Please  remember  that an index is simply a measure of
performance, and one cannot invest in it directly.




GRAPHIC MATERIAL 11 OMITTED - SEE APPENDIX AT END OF DOCUMENT




Franklin DynaTech Fund -- Class I
Periods ended 9/30/97

                                                                    Since
                                                                   Inception
                                   1-Year    5-Year     10-Year    (1/1/68)
- --------------------------------------------------------------------------------
Cumulative Total Return1           35.63%    138.12%    256.62%    1504.83%

Average Annual Total Return2       29.53%     17.87%     13.04%       9.61%

Value of $10,000 Investment3       $12,953    $22,750   $34,074    $153,066

                            9/30/93   9/30/94   9/30/95   9/30/96   9/30/97

Total Return4                14.41%    2.94%     32.10%    12.84%    35.63%


1.  Cumulative  total returns  measure the change in value of an investment over
the periods indicated and do not include the sales charge.

2. Average annual total returns  represent the average annual change in value of
an investment over the periods  indicated and include the current,  maximum 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 specified periods and include the sales charge.

4. One-year  total returns  represent the change in value of an investment  over
the one-year  periods ended on the specified  dates and do not include the 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  would  differ.  Effective May 1, 1994,  the fund  eliminated  the sales
charge on reinvested  dividends and implemented a Rule 12b-1 plan, which affects
subsequent performance.

All total return calculations assume reinvestment of dividends and capital gains
at net asset value.  Your  investment  return and principal value will fluctuate
with  market  conditions,  and you may have a gain or loss  when  you sell  your
shares.


CLASS II

Franklin  DynaTech Fund - Class II reported a cumulative total return of +34.32%
for the  one-year  period ended  September  30,  1997.  Cumulative  total return
measures  the change in value of an  investment,  assuming  reinvestment  of all
distributions,  and does  not  include  sales  charges.  We  always  maintain  a
long-term  perspective when managing the fund, and we encourage our shareholders
to view their  investments in a similar manner. As you can see from the table on
page 39, the fund's Class II shares  delivered a cumulative total return of more
than 37.86% since the shares became available on September 16, 1996.

The fund's share price, as measured by net asset value,  increased  $4.27,  from
$14.03 on September  30,  1996,  to $18.30 on  September  30,  1997.  During the
reporting period,  shareholders  received  distributions of 5.63 cents ($0.0563)
per share in dividend income and 39.9 cents ($0.399) per share in capital gains,
of which .33  cents  ($0.0033)  represented  short-term  gains  and 39.57  cents
($0.3957)  represented  long-term  gains.  Distributions  will vary depending on
income  earned by the fund and any profits  realized from the sale of securities
in the portfolio. Past distributions are not indicative of future trends.

The graph on page 39 compares the performance of the fund's Class II shares over
the period since  inception,with the performance of the Standard & Poor's(R) 500
Stock Index (S&P 500(R)) and the Hambrecht & Quist Technology Index. Please note
the S&P 500 is a broad  market  index that  represents  stocks from a variety of
industries,  not just the technology  sector.  The Hambrecht & Quist  Technology
Index is composed of approximately 200 communications, health care, and computer
hardware and software stocks, and more closely represents the securities held by
the fund.

Keep  in  mind  that  an  unmanaged   market  index  has  inherent   performance
differentials  in comparison with any fund. An index doesn't pay management fees
to cover salaries of security analysts or portfolio managers, or pay commissions
or market  spreads to buy and sell  stocks.  Unlike an index,  mutual  funds are
never 100% invested because they need to have cash on hand to redeem shares.  In
addition,  the performance shown for the fund includes the maximum initial sales
charge,  all fund  expenses  and account  fees.  If operating  expenses  such as
Franklin  DynaTech  Fund's had been applied to either index,  their  performance
would  have been  lower.  Please  remember  that an index is simply a measure of
performance, and one cannot invest in it directly.




GRAPHIC MATERIAL 12 OMITTED - SEE APPENDIX AT END OF DOCUMENT




Franklin DynaTech Fund -- Class II
Periods ended 9/30/97

                                                               Since
                                                             Inception
                                                  1-Year     (9/16/96)
- ------------------------------------------------------------------------
Cumulative Total Return1                          34.32%       37.86%

Average Annual Total Return2                      32.01%       33.99%

Value of $10,000 Investment3                      $13,201      $13,547


1.  Cumulative  total returns  measure the change in value of an investment over
the periods indicated and do not include sales charges.

2. Average annual total returns  represent the average annual change in value of
an  investment  over the periods  indicated  and include the 1.0% initial  sales
charge and 1.0% contingent deferred sales charge,  applicableeto shares redeemed
within 18 months of investment.

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

All total return calculations assume reinvestment of dividends and capital gains
at net asset value.  Your  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 U.S. GOVERNMENT SECURITIES FUND

Your Fund's  Objective:  Seeks high  current  income  from a  portfolio  of U.S.
government securities.

During the 12-month  reporting  period,  economic  conditions  in the U.S.  were
extremely favorable for investors. Economic growth in the fourth quarter of 1996
began on a slow note,  but by the end of the year and into the first  quarter of
1997, it increased.  Interest rates -- which had declined  between the third and
fourth quarters of 1996 -- reversed course and nudged higher.  Investors  feared
that tight labor markets,  combined with strong  growth,  would continue to push
wages higher.  This increase  could  eventually be passed on to consumers in the
form of higher prices.

To no one's  surprise,  the Federal  Reserve  Board (the Fed) bumped the federal
funds rate to 5.50% from 5.25% at its Open  Market  Committee  Meeting in March,
citing heightened  inflation risk as the reason for the quarter-point  increase.
Through  this  pre-emptive  strike,  the Fed hoped to slow  economic  growth and
inflationary pressures.  Second quarter growth did decline relative to the first
quarter's; however, early indications are that the economy is regaining momentum
on the back of strong consumer spending during the third quarter of 1997.

The most remarkable aspect of the current economic  expansion is that inflation,
despite the strong growth,  has not accelerated.  This,  combined with a rapidly
declining U.S. budget deficit,  allowed interest rates to shift lower during the
past twelve months.  In addition,  interest rate volatility  declined during the
period as well.  These phenomena led to strong  performance  from the Government
National Mortgage  Association (GNMA)  pass-through  sector,  which offers yield
spread and income advantages over U.S. Treasury securities.

The chart to the right  illustrates the fund's  volatility  risk/return  profile
relative  to 10- and  30-year  U.S.  Treasuries  and  one-year  certificates  of
deposit.  Using volatility as a measure of risk, the fund's risk-adjusted return
performed better than that of 10-year Treasuries.

Over the 12 months  under  review,  we continued  our strategy of investing  the
fund's assets in high credit quality, GNMA mortgage pass-through securities. Our
disciplined  approach of remaining  fully invested,  while reducing  transaction
costs,  has  allowed   shareholders  to  participate  in  the  favorable  market
conditions  of the past year.  Throughout  the fiscal  period,  we have invested
portfolio  cashflows  across a variety  of GNMA  programs  and  coupons  to help
diversify the fund's exposure to GNMA market risks. In addition, the portfolio's
large  exposure  to seasoned  GNMA  pass-through  bonds  works to  insulate  the
portfolio  from  increased  prepayment  risks that  generally  result from lower
market interest rates.




GRAPHIC MATERIAL 13 OMITTED - SEE APPENDIX AT END OF DOCUMENT




Please note that this  discussion  reflects the  strategies  we employed for the
fund over the  one-year  reporting  period,  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 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.

For the remainder of 1997, we anticipate that  interest-rate  volatility  should
remain relatively subdued,  which will continue to benefit mortgage pass-through
securities.  However,  overall  yield levels may move to the higher end of their
recent  trading range if consumer  activity and economic  growth  continue their
rebound in the second half of 1997.




GRAPHIC MATERIAL 14 OMITTED - SEE APPENDIX AT END OF DOCUMENT




PERFORMANCE SUMMARY

CLASS I

Franklin U.S.  Government  Securities Fund - Class I reported a cumulative total
return of +10.08% for the one-year period ended  September 30, 1997.  Cumulative
total  return   measures  the  change  in  value  of  an  investment,   assuming
reinvestment  of all  distributions,  and does not include the sales charge.  We
always maintain a long-term perspective when managing the fund, and we encourage
our shareholders to view their  investments in a similar manner.  As you can see
from the table on page 44,  the fund's  Class I shares  delivered  a  cumulative
total return of more than 134.13%,  for the 10-year  period ended  September 30,
1997.

The fund's share price,  as measured by net asset value,  increased  17.0 cents,
from $6.72 on September  30, 1996,  to $6.89 on September  30, 1997.  During the
reporting period, shareholders received distributions of 48.2 cents ($0.482) per
share in dividend income.  Distributions will vary depending on income earned by
the fund and any profits  realized from the sale of securities in the portfolio.
Past distributions are not indicative of future trends.

Based on the  maximum  offering  price of $7.20  on  September  30,  1997 and an
annualization  of  September's  dividend of 3.9 cents  ($0.039)  per share,  the
fund's  distribution  rate was 6.50%. A comparable  rate based on the redemption
value (or net asset value price) on the same day was 6.79%.

The graph on page 44 compares the  performance of the fund's Class I shares over
the past 10 years with the  Consumer  Price Index (CPI) and the Lehman  Brothers
Intermediate U.S.  Government Bond Index. As the graph  illustrates,  the fund's
performance has closely followed that of the Lehman Brother's index.

Keep  in  mind  that  an  unmanaged   market  index  has  inherent   performance
differentials  in comparison with any fund. An index doesn't pay management fees
to cover salaries of security analysts or portfolio managers, or pay commissions
or market  spreads to buy and sell  stocks.  Unlike an index,  mutual  funds are
never 100% invested because they need to have cash on hand to redeem shares.  In
addition,  the performance shown for the fund includes the maximum initial sales
charge,  all fund  expenses  and account  fees.  If operating  expenses  such as
Franklin U.S.  Government  Securities  Fund's had been applied to the index, its
performance  would have been lower.  Please  remember  that an index is simply a
measure of performance, and one cannot invest in it directly.




GRAPHIC MATERIAL 15 OMITTED - SEE APPENDIX AT END OF DOCUMENT




Franklin U.S. Government Securities Fund -- Class I
Periods ended 9/30/97

                                                                  Since
                                                                 Inception
                                    1-Year   5-Year    10-Year   (2/1/77)
- ----------------------------------------------------------------------------
Cumulative Total Return1            10.08%   37.28%    134.13%   640.01%

Average Annual Total Return2         5.38%    5.63%      8.42%     7.43%

Distribution Rate3               6.50%

30-Day Standardized Yield4       6.36%


1.  Cumulative  total returns  measure the change in value of an investment over
the periods indicated and do not include the sales charge.

2. Average annual total returns  represent the average annual change in value of
an investment over the specified periods and reflect the current,  maximum 4.25%
initial sales charge. See Note below.

3.  Distribution  rate is based on an  annualization of the current 3.9 cent per
share monthly  dividend and the maximum offering price of $7.20 on September 30,
1997.

4. Yield,  calculated  as  required by the SEC, is based on the  earnings of the
fund's portfolio for the 30 days ended September 30, 1997.

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  would  differ.  Effective May 1, 1994,  the fund  eliminated  the sales
charge on reinvested  dividends and implemented a Rule 12b-1 plan, which affects
subsequent performance.

All total return calculations assume reinvestment of dividends and capital gains
at net asset value.  Your  investment  return and principal value will fluctuate
with  market  conditions,  and you may have a gain or loss  when  you sell  your
shares.


CLASS II

Franklin U.S. Government  Securities Fund - Class II reported a cumulative total
return of +9.48% for the one-year  period ended  September 30, 1997.  Cumulative
total  return   measures  the  change  in  value  of  an  investment,   assuming
reinvestment of all  distributions,  and does not include the sales charges.  We
always maintain a long-term perspective when managing the fund, and we encourage
our shareholders to view their  investments in a similar manner.  As you can see
from the table on page 46, as of September 30, 1997,  the fund's Class II shares
delivered a cumulative  total return of 20.92% since the shares became available
on May 1, 1995.

The fund's share price,  as measured by net asset value,  increased  17.0 cents,
from $6.70 on September  30, 1996,  to $6.87 on September  30, 1997.  During the
reporting period,  shareholders received  distributions of 44.33 cents ($0.4433)
per share in dividend income. Distributions will vary depending on income earned
by the  fund  and any  profits  realized  from  the  sale of  securities  in the
portfolio. Past distributions are not indicative of future trends.

Based on the offering price of $6.94 on September 30, 1997 and an  annualization
of  September's  dividend  of  3.57  cents  ($0.0357)  per  share,  plus a 12b-1
differential adjustment of .09 cents ($0.0009), the fund's distribution rate was
6.19%.

The graph on page 46 compares the performance of the fund's Class II shares with
the Lehman  Brothers  Intermediate  U.S.  Government  Bond  Index.  As the graph
illustrates,  the fund's  performance  has closely  followed  that of the Lehman
Brothers Index.

Keep  in  mind  that  an  unmanaged   market  index  has  inherent   performance
differentials  in comparison with any fund. An index doesn't pay management fees
to cover salaries of security analysts or portfolio managers, or pay commissions
or market  spreads to buy and sell  stocks.  Unlike an index,  mutual  funds are
never 100% invested because they need to have cash on hand to redeem shares.  In
addition,  the performance shown for the fund includes the maximum initial sales
charge,  all fund  expenses  and account  fees.  If operating  expenses  such as
Franklin U.S.  Government  Securities  Fund's had been applied to the index, its
performance  would have been lower.  Please  remember  that an index is simply a
measure of performance, and one cannot invest in it directly.




GRAPHIC MATERIAL 16 OMITTED - SEE APPENDIX AT END OF DOCUMENT




Franklin U.S. Government Securities Fund -- Class II
Periods ended 9/30/97

                                                             Since
                                                            Inception
                                                  1-Year    (5/1/95)
- ------------------------------------------------------------------------
Cumulative Total Return1                           9.48%     20.92%

Average Annual Total Return2                       7.36%      7.71%

Distribution Rate3                  6.19%

30-Day Standardized Yield4          6.04%


1.  Cumulative  total returns  measure the change in value of an investment over
the periods indicated and do not include sales charges.

2. Average annual total returns  represent the average annual change in value of
an  investment  over the  specified  periods and reflect the 1.0% initial  sales
charge and the 1.0%  contingent  deferred  sales  charge,  applicable  to shares
redeemed within 18 months of investment.

3.  Distribution  rate is based on an annualization of the current 3.66 cent per
share monthly dividend, which includes a 12b-1 differential adjustment,  and the
offering price of $6.94 on September 30, 1997.

4. Yield,  calculated  as  required by the SEC, is based on the  earnings of the
fund's portfolio for the 30 days ended September 30, 1997.

All total return calculations assume reinvestment of dividends and capital gains
at net asset value.  Your  investment  return and principal value will fluctuate
with  market  conditions,  and you may have a gain or loss  when  you sell  your
shares.


ADVISOR CLASS

Franklin U.S.  Government  Securities Fund - Advisor Class reported a cumulative
total  return of +7.68% for the period  from  January 2, 1997  (commencement  of
sales),  through September 30, 1997. Cumulative total return measures the change
in value of an investment, assuming reinvestment of all distributions.

The fund's share price,  as measured by net asset value,  increased  14.0 cents,
from $6.76 on  January  2, 1997,  to $6.90 on  September  30,  1997.  During the
reporting period,  Advisor Class  shareholders  received  distributions of 36.31
cents ($0.3631) per share in dividend income.  Distributions will vary depending
on  income  earned  by the  fund  and any  profits  realized  from  the  sale of
securities in the  portfolio.  Past  distributions  are not indicative of future
trends.

Based on the fund's net asset value price of $6.90 on September  30, 1997 and an
annualization  of September's  dividend of 3.95 cents  ($0.0395) per share,  the
fund's distribution rate was 6.87%.

The graph on page 48 compares the performance of the fund's Advisor Class shares
over the past 10 years  with the  Consumer  Price  Index  (CPI)  and the  Lehman
Brothers Intermediate U.S. Government Bond Index. As the graph illustrates,  the
fund's performance has closely followed that of the Lehman Brother's index.

Keep  in  mind  that  an  unmanaged   market  index  has  inherent   performance
differentials  in comparison with any fund. An index doesn't pay management fees
to cover salaries of security analysts or portfolio managers, or pay commissions
or market  spreads to buy and sell  stocks.  Unlike an index,  mutual  funds are
never 100% invested because they need to have cash on hand to redeem shares.  In
addition,  the performance shown for the fund includes the maximum initial sales
charge,  all fund  expenses  and account  fees.  If operating  expenses  such as
Franklin U.S.  Government  Securities  Fund's had been applied to the index, its
performance  would have been lower.  Please  remember  that an index is simply a
measure of performance, and one cannot invest in it directly.




GRAPHIC MATERIAL 17 OMITTED - SEE APPENDIX AT END OF DOCUMENT




Franklin U.S. Government Securities Fund -- Advisor Class
Periods ended 9/30/97

                                                                       Since
                                                                     Inception
                                                                    of the Fund
- --------------------------------------------------------------------------------
                                        1-Year    5-Year    10-Year   (2/1/77)

Cumulative Total Return1                10.30%    37.55%    134.60%    641.50%

Average Annual Total Return1            10.30%     6.58%      8.90%      7.60%

Distribution Rate2                 6.87%

30-Day Standardized Yield3         6.75%


Effective  January 2, 1997,  the fund began  offering  Advisor  Class  shares to
certain eligible investors as described in its prospectus. This share class does
not have sales charges nor Rule 12b-1 plans.  Performance  quotations  have been
calculated as follows: (a) For periods prior to January 2, 1997, figures reflect
the  fund's  Class I  performance,  excluding  the effect of the Class I maximum
initial  sales charge,  but including the effect of Class I expenses,  including
Rule 12b-1 fees;  and (b) for periods  after  January 1, 1997,  figures  reflect
actual Advisor Class performance including the deduction of all charges and fees
applicable only to that class.  Since January 2, 1997  (commencement  of sales),
the cumulative total return of Advisor Class shares was 7.68%.

1.  Cumulative  total returns  measure the change in value of an investment over
the periods indicated and do not include the sales charge.  Average annual total
returns  represent the average annual change in value of an investment  over the
specified periods.

2.  Distribution  rate is based on an annualization of the current 3.95 cent per
share monthly dividend and the fund's price of $6.90 on September 30, 1997.

3. Yield,  calculated  as  required by the SEC, is based on the  earnings of the
fund's portfolio for the 30 days ended September 30, 1997.

All total return calculations assume reinvestment of dividends and capital gains
at net asset value.  Your  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.


<TABLE>
<CAPTION>
FRANKLIN CUSTODIAN FUNDS, INC.
Financial Highlights

Franklin Growth Fund

                                                                     Class I
                                             ------------------------------------------------------
                                                           Year Ended September 30,
                                             ------------------------------------------------------
                                                  1997       1996       1995      1994       1993
                                             ------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S>                                              <C>        <C>        <C>       <C>        <C>   
Net asset value, beginning of year               $22.82     $19.38     $14.96    $14.25     $13.70
                                             ------------------------------------------------------
Income from investment operations:
 Net investment income                              .36        .22        .17       .19        .23
 Net realized and unrealized gains                 4.34       3.53       4.43       .90        .58
                                             ------------------------------------------------------
Total from investment operations                   4.70       3.75       4.60      1.09        .81
                                             ------------------------------------------------------
Less distributions:
 Dividends from net investment income              (.23)      (.16)      (.14)     (.30)      (.19)
 Distributions from net realized gains             (.20)      (.15)      (.04)     (.08)      (.07)
                                             ------------------------------------------------------
Total distributions                                (.43)      (.31)      (.18)     (.38)      (.26)
                                             ------------------------------------------------------
Net asset value, end of year                     $27.09     $22.82     $19.38    $14.96     $14.25
                                             ======================================================
Total return*                                     20.84%     19.60%     31.11%     7.63%      5.87%

RATIOS/SUPPLEMENTAL DATA

Net assets, end of year (000's)                $1,435,561  $1,020,486  $712,866  $516,620  $560,824
Ratio to average net assets:
 Expenses                                           .89%       .87%       .90%      .77%       .64%
 Net investment income                             1.60%      1.16%      1.08%     1.23%      1.64%
Portfolio turnover rate                            1.77%      2.03%      1.39%     6.52%      1.70%
Average commission rate paid**                     $.0568     $.0543       --        --         --
</TABLE>


*Total  return does not reflect sales  commissions  or the  contingent  deferred
sales charge,  and is not annualized.  Prior to May 1, 1994,  dividends from net
investment income were reinvested at the offering price.
**Relates to purchases  and sales of equity  securities.  Prior to September 30,
1996 disclosure of average commission rate was not required. 

<TABLE>
<CAPTION>

                                                                   Class II
                                                         ---------------------------------
                                                              Year Ended September 30,
                                                         ---------------------------------
                                                            1997       1996      1995****
                                                         ---------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S>                                                         <C>        <C>       <C>   
Net asset value, beginning of year                          $22.60     $19.33    $16.88
                                                         ---------------------------------
Income from investment operations:
 Net investment income                                         .20        .12       .02
 Net realized and unrealized gains                            4.25       3.46      2.43
                                                         ---------------------------------
Total from investment operations                              4.45       3.58      2.45
                                                         ---------------------------------
Less distributions:
 Dividends from net investment income                         (.15)      (.16)       --
 Distributions from net realized gains                        (.20)      (.15)       --
                                                         ---------------------------------
Total distributions                                           (.35)      (.31)       --
                                                         ---------------------------------
Net asset value, end of year                                $26.70     $22.60    $19.33
                                                         =================================

Total return*                                                19.91%     18.73%    14.72%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's)                             $117,218   $43,417   $4,161
Ratio to average net assets:
 Expenses                                                     1.66%      1.63%     1.79%**
 Net investment income                                         .85%       .40%      .37%**
Portfolio turnover rate                                       1.77%      2.03%     1.39%
Average commission rate paid***                               $.0568     $.0543      --
</TABLE>


*Total  return does not reflect sales  commissions  or the  contingent  deferred
sales charge, and is not annualized.
**Annualized
***Relates to purchases and sales of equity  securities.  Prior to September 30,
1996 disclosure of average commission rate was not required.
****For the period May 1, 1995 (effective date) to September 30, 1995.


                                                           Advisor Class
                                                           -------------
                                                              1997****
                                                           -------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the period)
Net asset value, beginning of period                          $23.24
                                                           -------------
Income from investment operations:
 Net investment income                                           .25
 Net realized and unrealized gains                              3.64
                                                           -------------
Total from investment operations                                3.89
                                                           -------------
Net asset value, end of period                                $27.13
                                                           =============
Total return*                                                  16.74%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's)                             $25,823
Ratio to average net assets:
 Expenses                                                        .66%**
 Net investment income                                          1.93%**
Portfolio turnover rate                                         1.77%
Average commission rate paid***                                 $.0568


*Total return is not annualized.
**Annualized
***Relates to purchases and sales of equity securities.
****For the period January 2, 1997 (effective date) to September 30, 1997.



                       See notes to financial statements.



<TABLE>
<CAPTION>
FRANKLIN CUSTODIAN FUNDS, INC.

Statement of Investments, September 30, 1997

                                                                                               SHARES/
     Growth Fund                                                                               WARRANTS           VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
     Common Stocks & Warrants  67.5%
     Aerospace & Defense  6.0%
     <S>                                                                                        <C>            <C>         
     Boeing Co.                                                                                 404,200        $ 22,003,638
     Lockheed Martin Corp.                                                                      162,600          17,337,225
     Raytheon Co.                                                                               442,000          26,133,250
     Rockwell International Corp.                                                                50,000           3,146,875
     Thiokol Corp.                                                                              120,000          10,320,000
     United Technologies Corp.                                                                  200,000          16,200,000 
                                                                                                              -------------
                                                                                                                 95,140,988
                                                                                                              -------------
     Auto Parts  .3%                                                                 
     Genuine Parts Co.                                                                          135,000           4,159,688
                                                                                                              -------------
     Biotechnology  1.4%                                                             
    aAmgen, Inc.                                                                                200,000           9,587,500
    aGenentech, Inc.                                                                            200,000          11,625,000
    aImmunex Corp.                                                                               20,000           1,345,000
    aTherapeutic Discovery Corp.                                                                  8,000              97,500
                                                                                                              -------------
                                                                                                                 22,655,000
                                                                                                              -------------
     Business Services  3.5%                                                        
     Avery Dennison Corp.                                                                       220,000           8,800,000
    aChoicePoint, Inc.                                                                           40,000           1,495,000
     Cognizant Corp.                                                                            244,000           9,943,000
     Dun & Bradstreet Corp.                                                                     244,000           6,923,500
     Equifax, Inc.                                                                              400,000          12,575,000
     Kelly Services, Inc., Class A                                                              250,000           8,375,000
a,e,gProgramming & Systems, Inc.                                                                345,300               6,906
     Wallace Computer Services, Inc.                                                            200,000           7,375,000
                                                                                                              -------------
                                                                                                                 55,493,406
                                                                                                              -------------
     Chemicals  3.7%                                                              
     Air Products & Chemicals, Inc.                                                             200,000          16,587,500
     Eastman Chemical Co.                                                                        25,000           1,550,000
     International Flavors and Fragrances, Inc.                                                 300,000          14,700,000
     Mallinckrodt Group, Inc.                                                                   116,000           4,176,000
     NCH Corp.                                                                                  200,000          14,200,000
     Sigma-Aldrich Corp.                                                                        200,000           6,587,500
                                                                                                              -------------
                                                                                                                 57,801,000
                                                                                                              -------------
     Communications & Entertainment  2.4%                                           
    aACNielsen Corp.                                                                             81,333           1,951,992
     American Greetings Corp., Class A                                                          300,000          11,062,500
     Disney (Walt) Co.                                                                          304,932          24,585,143
    aIntervisual Books, Inc.                                                                    100,000             168,750
    aKing World Productions, Inc.                                                                10,000             432,500
                                                                                                              -------------
                                                                                                                 38,200,885
                                                                                                              -------------
     Computer Hardware  3.5%                                                        
     Hewlett-Packard Co.                                                                        360,000          25,042,500
     International Business Machines Corp.                                                      280,000          29,662,500
                                                                                                              -------------
                                                                                                                 54,705,000
                                                                                                              -------------
     Computer Software  .2%                                                         
    aMicrosoft Corp.                                                                             20,000           2,646,250
                                                                                                              -------------
     Data Services  3.3%                                                            
     Automatic Data Processing, Inc.                                                            400,000          20,000,000
    aComputer Sciences Corp.                                                                    450,000          31,837,500
                                                                                                              -------------
                                                                                                                 51,837,500
                                                                                                              -------------
     Diversified Manufacturers  2.8%                                                
     Deltic Timber Corp.                                                                         11,428           $ 373,553
     Minnesota Mining & Manufacturing Co.                                                       372,000          34,410,000
     National Service Industries, Inc.                                                          100,000           4,393,750
     Teleflex, Inc.                                                                             139,200           4,819,800
                                                                                                              -------------
                                                                                                                 43,997,103
                                                                                                              -------------
     Electronics & Electrical Equipment  3.3%                                       
     AMP, Inc.                                                                                  400,000          21,425,000
     Emerson Electric Co.                                                                        80,000           4,610,000
    aImation Corp.                                                                               37,200             992,775
     Molex, Inc.                                                                                 93,750           4,160,156
     Molex, Inc., Class A                                                                        93,750           3,820,313
     Raychem Corp.                                                                              200,000          16,900,000
                                                                                                              -------------
                                                                                                                 51,908,244
                                                                                                              -------------
     Energy/Energy Services  3.8%                                                   
     Atlantic Richfield Co.                                                                     180,000          15,378,750
     Coastal Co.                                                                                300,000          18,375,000
     Murphy Oil Corp.                                                                            40,000           2,285,000
     Royal Dutch Petroleum Co., New York Shares                                                 280,000          15,540,000
     Schlumberger, Ltd.                                                                          60,000           5,051,250
     Union Pacific Resources Group, Inc.                                                        101,633           2,661,514
                                                                                                              -------------
                                                                                                                 59,291,514
                                                                                                              -------------
     Environmental Services  4.7%                                                   
     Betzdearborn, Inc.                                                                         200,000          13,675,000
     Browning-Ferris Industries, Inc.                                                           165,000           6,280,313
    aIonics, Inc.                                                                               230,000          10,191,875
     Millipore Corp.                                                                            400,000          19,650,000
    aOsmonics, Inc.                                                                             256,500           4,216,219
     Pall Corp.                                                                                 382,000           8,236,875
     Waste Management, Inc.                                                                     210,000           7,336,875
     Wheelabrator Technology, Inc.                                                              270,000           4,320,000
                                                                                                              -------------
                                                                                                                 73,907,157
                                                                                                              -------------
     Food/Confectionery  .9%                                                        
     Hershey Foods Corp.                                                                        258,200          14,588,300
                                                                                                              -------------
     Health Care - Diversified  5.1%                                                
     Abbott Laboratories                                                                        200,000          12,787,500
     Allegiance Corp                                                                             50,000           1,550,000
     Allergan, Inc.                                                                             200,000           7,237,500
    aAlza Corp., Class A                                                                        100,000           2,900,000
    aAlza Corp., warrants                                                                         8,000               1,500
     Baxter International, Inc.                                                                 250,000          13,062,500
     Johnson & Johnson, Inc.                                                                    400,000          23,050,000
    aMedPartners, Inc.                                                                           75,625           1,621,211
     Nature's Sunshine Products, Inc.                                                            33,000             779,625
    aPerrigo Co.                                                                                200,000           3,150,000
    aRespironics, Inc.                                                                           98,000           2,695,000
     U.S. Surgical Corp.                                                                        400,000          11,675,000
                                                                                                              -------------
                                                                                                                 80,509,836
                                                                                                              -------------
     Imaging/Photography  .9%                                                       
     Eastman Kodak Co.                                                                          200,000          12,987,500
     Polaroid Corp.                                                                              38,000           1,945,125
                                                                                                              -------------
                                                                                                                 14,932,625
                                                                                                              -------------
                                                                                    
     Media & Broadcasting  1.8%                                                     
    aHSN, Inc.                                                                                  100,000         $ 4,062,500
     Time Warner, Inc.                                                                          450,000          24,384,375
                                                                                                              -------------
                                                                                                                 28,446,875
                                                                                                              -------------
     Networking  1.6%                                                               
    aCabletron Systems, Inc.                                                                    500,000          16,000,000
    aCisco Systems, Inc.                                                                        135,000           9,863,437
                                                                                                              -------------
                                                                                                                 25,863,437
                                                                                                              -------------
     Pharmaceuticals  11.2%                                                         
     American Home Products Corp.                                                               300,000          21,900,000
     Bristol-Myers Squibb Co.                                                                   320,000          26,480,000
     Lilly (Eli) & Co.                                                                          200,000          24,087,500
     Merck & Co., Inc.                                                                          200,000          19,987,500
     Pfizer, Inc.                                                                               640,000          38,440,000
     Schering-Plough Corp.                                                                      900,000          46,350,000
                                                                                                              -------------
                                                                                                                177,245,000
                                                                                                              -------------
     Real Estate - Diversified                                                      
  a,bFRM Nexus                                                                                  115,100                 115
                                                                                                              -------------
     Retail  .5%                                                                    
     Tiffany & Co.                                                                              123,900           5,265,750
     Weis Markets, Inc.                                                                          58,218           2,037,630
                                                                                                              -------------
                                                                                                                  7,303,380
                                                                                                              -------------
     Toy Manufacturing  .6%                                                         
     Mattel, Inc.                                                                               300,000           9,937,500
                                                                                                              -------------
     Transportation  6.0%                                                           
    aAMR Corp.                                                                                  310,000          34,313,124
     Delta Air Lines, Inc.                                                                      250,000          23,546,874
    aUAL Corp.                                                                                  350,000          29,618,750
     Union Pacific Corp.                                                                        120,000           7,515,000
                                                                                                              -------------
                                                                                                                 94,993,748
                                                                                                              -------------
     Total Long Term Investments (Cost $433,324,038)                                                          1,065,564,551
                                                                                                              -------------
                                                                                    
    fRepurchase Agreements  32.5%                                                     
     Joint Repurchase Agreement, 6.010%, 10/01/97
      (Maturity Value $513,654,651)(Cost $513,568,914)                                     $513,568,914       $ 513,568,914
                                                                                                              -------------
     Collateralized by U.S. Treasury Bills & Notes
      Aubrey G. Lanston & Co., Inc., (Maturity Value $39,075,895)
      BA Securities, Inc., (Maturity Value $39,075,895)
      Barclays de Zoete Wedd Securities, Inc., (Maturity Value $44,743,911)
      Bear, Stearns & Co., Inc., (Maturity Value $39,075,895)
      CIBC Wood Gundy Securities Corp., (Maturity Value $39,075,895)
      Donaldson, Lufkin & Jenrette Securities Corp., (Maturity Value $39,075,895)
      Dresdner Kleinwort Benson North America, L.L.C., (Maturity Value $39,075,895)
      Fuji Securities, Inc., (Maturity Value $39,075,895)
      Lehman Brothers, Inc., (Maturity Value $39,075,895)
      Sanwa Securities (USA) Co., L.P., (Maturity Value $39,075,895)
      SBC Warburg, Inc., (Maturity Value $39,075,895)
      The Nikko Securities Co. International, Inc., (Maturity Value $39,075,895)
      UBS Securities, L.L.C., (Maturity Value $39,075,895)
     Total Investments (Cost $946,892,952)  100.0%                                                            1,579,133,465
     Other Assets, less Liabilities                                                                                (531,953)
                                                                                                              -------------
     Net Assets  100.0%                                                                                      $1,578,601,512
                                                                                                              =============






aNon-income producing.
bSee Note 6 regarding restricted securities.
eThe Investment Company Act of 1940 defines  "affiliated  companies" as investments in portfolio companies in which the Fund owns 5%
or more of the outstanding voting securities. Investments in "affiliated companies" at 9/30/97 were $6,906.
fSee Note 1(f) regarding joint repurchase agreement.
gTrading suspended.



                                                 See notes to financial statements.
</TABLE>



<TABLE>
<CAPTION>
Financial Highlights

Franklin DynaTech Fund


                                                                                        Class I
                                                            -----------------------------------------------------------------
                                                                               Year Ended September 30,
                                                            -----------------------------------------------------------------
                                                              1997          1996          1995          1994          1993
                                                            -----------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S>                                                           <C>           <C>           <C>           <C>           <C>  
Net asset value, beginning of year                            $14.03        $12.78        $9.85         $10.29        $9.21
Income from investment operations:
 Net investment income                                           .10           .06          .12            .07          .10
 Net realized and unrealized gains                              4.81          1.54         2.99            .21         1.21
Total from investment operations                                4.91          1.60         3.11            .28         1.31
Less distributions:
 Dividends from net investment income                           (.06)         (.12)        (.05)          (.12)        (.12)
 Distributions from net realized gains                          (.40)         (.23)        (.13)          (.60)        (.11)
Total distributions                                             (.46)         (.35)        (.18)          (.72)        (.23)
Net asset value, end of year                                  $18.48        $14.03       $12.78          $9.85       $10.29

Total return*                                                  35.63%        12.84%       32.10%          2.89%       14.36%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's)                               $188,102      $104,508     $92,987        $67,413      $71,469
Ratio to average net assets:
 Expenses                                                       1.04%         1.05%        1.01%          1.00%         .81%
 Net investment income                                           .75%          .43%        1.11%           .69%        1.03%
Portfolio turnover rate                                         5.59%        11.94%        9.83%          9.73%       26.56%
Average commission rate paid**                                  $.0536        $.0551         --             --           --


*Total return does not reflect sales  commissions or the contingent  deferred sales charge,  and is not annualized.  Prior to May 1,
1994, dividends from net investment income were reinvested at the offering price.
**Relates to purchases and sales of equity  securities.  Prior to September 30, 1996  disclosure of average  commission rate was not
required.

</TABLE>


                                                          Class II
                                             --------------------------------
                                                  Year Ended September 30,
                                             --------------------------------
                                                   1997          1996****
                                             --------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
Net asset value, beginning of year                 $14.03        $13.57
                                             --------------------------------
Income from investment operations:
 Net investment income                                .07            --
 Net realized and unrealized gains                   4.66           .46
                                             --------------------------------
Total from investment operations                     4.73           .46
                                             --------------------------------
Less distributions:
 Dividends from net investment income                (.06)           --
 Distributions from net realized gains               (.40)           --
                                             --------------------------------
Total distributions                                  (.46)           --
                                             --------------------------------
Net asset value, end of year                       $18.30        $14.03
                                             ================================
Total return*                                       34.32%         3.39%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's)                    $3,386        $   --
Ratio to average net assets:
 Expenses                                            1.82%         1.85%**
 Net investment income                                .25%         (.14%)**
Portfolio turnover rate                              5.59%        11.94%
Average commission rate paid***                      $.0536        $.0551


*Total  return does not reflect sales  commissions  or the  contingent  deferred
sales charge, and is not annualized.
**Annualized
***Relates to purchases and sales of equity securities.
****For the period September 16, 1996 (effective date) to September 30, 1996.



                       See notes to financial statements.



<TABLE>
<CAPTION>
Statement of Investments, September 30, 1997


     DynaTech Fund                                                                               SHARES            VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
     Common Stocks  62.0%
     Biotechnology  .3%
     <S>                                                                                         <C>              <C>      
    aAmgen, Inc.                                                                                 10,000           $ 479,375
                                                                                                              -------------
     Business Services  1.7%
    aChoicePoint, Inc.                                                                            2,000              74,750
     Cognizant Corp.                                                                             10,000             407,500
     Equifax, Inc.                                                                               20,000             628,750
     First Data Corp.                                                                            50,000           1,878,125
    aSABRE Group Holdings, Inc.                                                                  11,800             422,588
                                                                                                              -------------
                                                                                                                  3,411,713
                                                                                                              -------------
     Chemicals  .8%
     Sigma-Aldrich Corp.                                                                         50,000           1,646,874
                                                                                                              -------------
     Computer Hardware  9.0%                                                                                
    aCompaq Computer Corp.                                                                      125,000           9,343,750
     Hewlett-Packard Co.                                                                        100,000           6,956,250
    aKomag, Inc.                                                                                 45,000             916,875
                                                                                                              -------------
                                                                                                                 17,216,875
                                                                                                              -------------
     Computer Software  7.8%
     Adobe Systems, Inc.                                                                         20,000           1,007,500
    aElectronic Arts, Inc.                                                                       10,000             386,250
    aIntuit, Inc.                                                                                25,000             800,000
    aMetaCreations Corp.                                                                         11,235             165,716
    aMicrosoft Corp.                                                                             90,000          11,908,125
    aNetscape Communications Corp.                                                                  200               7,200
    aParametric Technology Co.                                                                   10,000             441,250
    aScopus Technology, Inc.                                                                     11,250             178,594
                                                                                                              -------------
                                                                                                                 14,894,635
                                                                                                              -------------
     Data Services  .3%
    aComputer Sciences Corp.                                                                     10,000             707,500
                                                                                                              -------------
     Energy/Energy Services  1.8%
    aAES Corp.                                                                                   20,000             875,000
     Schlumberger, Ltd.                                                                          30,000           2,525,625
                                                                                                              -------------
                                                                                                                  3,400,625
                                                                                                              -------------
     Environmental Services  2.1%
     Browning-Ferris Industries, Inc.                                                            20,000             761,250
    aUS Filter Corp.                                                                             10,000             430,625
     Waste Management, Inc.                                                                      80,000           2,795,000
                                                                                                              -------------
                                                                                                                  3,986,875
                                                                                                              -------------
     Financial Services  .1%
     Associates First Capital Corp.                                                               3,600             224,100
                                                                                                              -------------
     Lodging  .1%
    aHost Marriott Corp.                                                                         10,000             227,500
                                                                                                              -------------
     Media & Broadcasting  1.1%
     Liberty Media Group, Class A                                                                37,312           1,117,028
     News Corp., Ltd., Sponsored ADR                                                             20,000             408,750
     Time Warner, Inc.                                                                           10,000             541,875
                                                                                                              -------------
                                                                                                                  2,067,653
                                                                                                              -------------
     Medical Services  3.4%
     Bard (C.R.), Inc.                                                                           20,000             678,750
     Columbia/HCA Healthcare Corp.                                                               22,500             646,875
     HBO & Co.                                                                                   30,000           1,132,500
     Medtronic, Inc.                                                                             20,000             940,000
     Mentor Corp.                                                                                 5,000             158,750
     Medical Services (cont.)
    aPacifiCare Health Systems, Inc., Class B                                                    15,000         $ 1,021,875
    aSt. Jude Medical, Inc.                                                                      10,000             350,625
     United Healthcare Corp.                                                                     30,000           1,500,000
                                                                                                              -------------
                                                                                                                  6,429,375
     Networking  3.9%                                                                                         -------------
    a3Com Corp.                                                                                  20,000           1,025,000
    aAscend Communications, Inc.                                                                  5,000             161,875
    aCisco Systems, Inc.                                                                         60,000           4,383,750
    aInternational Network Services                                                              35,000             717,500
    aNewbridge Networks Corp.                                                                    20,000           1,197,500
                                                                                                              -------------
                                                                                                                  7,485,625
                                                                                                              -------------
     Pharmaceuticals  4.0%                                                                                    
     Merck & Co., Inc.                                                                           15,000           1,499,063
     Schering-Plough Corp.                                                                       40,000           2,060,000
     Warner-Lambert Co.                                                                          30,000           4,048,125
                                                                                                              -------------
                                                                                                                  7,607,188
                                                                                                              -------------
     Precision Instruments/Test Equipment  2.1%                                                               
    aThermo Electron Corp.                                                                       84,375           3,375,000
    aWaters Corp.                                                                                13,800             609,788
                                                                                                              -------------
                                                                                                                  3,984,788
                                                                                                              -------------
     Retail  2.7%                                                                                        
     Estee Lauder Cos., Class A                                                                  20,000             925,000
    aFederated Department Stores, Inc.                                                           10,000             431,250
    aToys R Us, Inc.                                                                            108,000           3,834,000
                                                                                                              -------------
                                                                                                                  5,190,250
                                                                                                              -------------
     Semiconductor/Manufacturer  14.1%                                                                       
     Intel Corp.                                                                                280,000          25,847,500
     Linear Technology Corp.                                                                     10,000             687,500
    aXilinx, Inc.                                                                                10,000             506,250
                                                                                                              -------------
                                                                                                                 27,041,250
                                                                                                              -------------
     Specialty Pharmaceuticals  .1%                                                                          
    aNoven Pharmaceuticals, Inc.                                                                 23,000             161,000
                                                                                                              -------------
     Telecommunications  6.3%                                                                          
    aAirTouch Communications, Inc.                                                               20,000             708,750
     AT&T Corp.                                                                                  15,000             664,687
     Lucent Technologies, Inc.                                                                    8,102             659,300
     Motorola, Inc.                                                                             140,000          10,062,500
                                                                                                              -------------
                                                                                                                 12,095,237
                                                                                                              -------------
     Transportation  .3%
     Air Express International Corp.                                                             15,000             547,500
                                                                                                              -------------
     Total Long Term Investments (Cost $31,963,323)                                                             118,805,938
                                                                                                              -------------

    fRepurchase Agreements  37.6%
     Joint Repurchase Agreement, 6.010%, 10/01/97
      (Maturity Value $71,953,228)(Cost $71,941,218)                                        $71,941,218        $ 71,941,218
                                                                                                              -------------
     Collateralized by U.S. Treasury Bills & Notes
      Aubrey G. Lanston & Co., Inc., (Maturity Value $5,473,788)
      BA Securities, Inc., (Maturity Value $5,473,788)
      Barclays de Zoete Wedd Securities, Inc., (Maturity Value $6,267,772)
      Bear, Stearns & Co., Inc., (Maturity Value $5,473,788)
      CIBC Wood Gundy Securities Corp., (Maturity Value $5,473,788)
      Donaldson, Lufkin & Jenrette Securities Corp., (Maturity Value $5,473,788)
      Dresdner Kleinwort Benson North America, L.L.C., (Maturity Value $5,473,788)
      Fuji Securities, Inc., (Maturity Value $5,473,788)
      Lehman Brothers, Inc., (Maturity Value $5,473,788)
      Sanwa Securities (USA) Co., L.P., (Maturity Value $5,473,788)
      SBC Warburg, Inc., (Maturity Value $5,473,788)
      The Nikko Securities Co. International, Inc., (Maturity Value $5,473,788)
      UBS Securities, L.L.C., (Maturity Value $5,473,788)
     Total Investments (Cost $103,904,541)  99.6%                                                               190,747,156
     Other Assets, less Liabilities  .4%                                                                            740,189
                                                                                                              -------------
     Net Assets  100.0%                                                                                        $191,487,345
                                                                                                              =============






aNon-income producing.
fSee Note 1(f) regarding joint repurchase agreement.



                                                 See notes to financial statements.
</TABLE>



<TABLE>
<CAPTION>
Financial Highlights

Franklin Utilities Fund


                                                                                    Class I
                                                            ---------------------------------------------------------------
                                                                          Year Ended September 30,
                                                            ---------------------------------------------------------------
                                                              1997         1996         1995         1994          1993
                                                            ---------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S>                                                           <C>          <C>          <C>          <C>           <C>   
Net asset value, beginning of year                            $ 9.73       $9.75        $8.33        $10.78        $ 9.63
                                                            ---------------------------------------------------------------
Income from investment operations:
 Net investment income                                           .53         .54          .53           .55           .53
 Net realized and unrealized gains (losses)                      .73         .03         1.42         (2.44)         1.17
                                                            ---------------------------------------------------------------
Total from investment operations                                1.26         .57         1.95         (1.89)         1.70
                                                            ---------------------------------------------------------------
Less distributions:
 Dividends from net investment income                           (.52)       (.52)        (.52)         (.52)         (.55)
 Distributions from net realized gains                           (.43)      (.07)        (.01)         (.04)           --
                                                            ---------------------------------------------------------------
Total distributions                                             (.95)       (.59)        (.53)         (.56)         (.55)
                                                            ---------------------------------------------------------------
Net asset value, end of year                                  $10.04       $9.73        $9.75        $ 8.33        $10.78
                                                            ===============================================================
Total return*                                                  13.72%       5.94%       24.19%       (17.94%)       17.83%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's)                               $1,953,273   $2,400,561   $2,765,976   $2,572,508    $3,626,774
Ratio to average net assets:
 Expenses                                                        .75%        .71%         .73%          .64%          .55%
 Net investment income                                          5.26%       5.24%        5.88%         5.76%         5.30%
Portfolio turnover rate                                         7.24%      17.05%        5.55%         6.34%         7.81%
Average commission rate paid**                                  $.0505      $.0486         --            --            --


*Total return does not reflect sales  commissions or the contingent  deferred sales charge,  and is not annualized.  Prior to May 1,
1994, dividends from net investment income were reinvested at the offering price.
**Relates to purchases and sales of equity  securities.  Prior to September 30, 1996  disclosure of average  commission rate was not
required.
</TABLE>



<TABLE>
<CAPTION>
                                                                           Class II
                                                            -------------------------------------
                                                                    Year Ended September 30,
                                                            -------------------------------------
                                                                1997        1996        1995****
                                                            -------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S>                                                             <C>         <C>         <C>  
Net asset value, beginning of year                              $ 9.72      $9.75       $8.89
Income from investment operations:
 Net investment income                                             .45        .46         .23
 Net realized and unrealized gains                                 .76        .06         .88
Total from investment operations                                  1.21        .52        1.11
Less distributions:
 Dividends from net investment income                             (.48)      (.48)       (.25)
 Distributions from net realized gains                            (.43)      (.07)         --
Total distributions                                               (.91)      (.55)       (.25)
Net asset value, end of year                                    $10.02      $9.72       $9.75

Total return*                                                    13.06%      5.39%      13.01%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's)                                 $21,906     $19,655     $8,369
Ratio to average net assets:
 Expenses                                                         1.27%      1.23%       1.21%**
 Net investment income                                            4.78%      4.86%       5.15%**
Portfolio turnover rate                                           7.24%     17.05%       5.55%
Average commission rate paid***                                   $.0505     $.0486        --


*Total return does not reflect sales commissions or the contingent deferred sales charge, and is not annualized.
**Annualized
***Relates to purchases and sales of equity  securities.  Prior to September 30, 1996 disclosure of average  commission rate was not
required.
****For the period May 1, 1995 (effective date) to September 30, 1995.
</TABLE>



                                                           Advisor Class
                                                       ---------------------
                                                             1997****
                                                       ---------------------
PER SHARE OPERATING PERFORMANCE                           
(for a share outstanding throughout the period)           
Net asset value, beginning of period                           $ 9.55
                                                       ---------------------
Income from investment operations:                        
 Net investment income                                            .36
 Net realized and unrealized gains                                .53
                                                       ---------------------
Total from investment operations                                  .89
Less distributions:                                    ---------------------
 Dividends from net investment income                            (.40)
                                                       ---------------------
Net asset value, end of period                                 $10.04
                                                       =====================
Total return*                                                    9.61%
RATIOS/SUPPLEMENTAL DATA                                  
Net assets, end of period (000's)                              $8,719
Ratio to average net assets:                              
 Expenses                                                         .62%**
 Net investment income                                           5.33%**
Portfolio turnover rate                                          7.24%
Average commission rate paid***                                  $.0505
                                                          
*Total return is not annualized.                          
**Annualized                                          
***Relates to purchases and sales of equity securities.
****For the period January 2, 1997 (effective date) to September 30, 1997.



                       See notes to financial statements.



<TABLE>
<CAPTION>
Statement of Investments, September 30, 1997


     Utilities Fund                                                                            SHARES             VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
     Common Stocks  78.5%
     <S>                                                                                        <C>             <C>        
     AGL Resources, Inc.                                                                        350,000         $ 6,628,125
    aAirTouch Communications, Inc.                                                              203,200           7,200,900
     Allegheny Energy, Inc.                                                                   1,800,000          54,450,000
     American Electric Power Co., Inc.                                                        1,276,100          58,062,550
     AT&T Corp.                                                                                 150,000           6,646,875
     Central & South West Corp.                                                               2,178,100          48,326,594
     CINergy Corp.                                                                            2,059,800          68,874,563
     Delmarva Power & Light Co.                                                               2,359,800          44,541,225
     Dominion Resources, Inc.                                                                 1,783,950          67,567,106
     Duke Power Co.                                                                           1,585,000          78,358,438
     Edison International                                                                     1,120,800          28,300,200
     Enova Corp.                                                                              2,505,600          63,266,400
     Entergy Corp.                                                                            1,875,400          48,877,613
     Florida Progress Corp.                                                                   2,135,175          70,460,775
     FPL Group, Inc.                                                                          1,601,000          82,051,250
     GPU, Inc.                                                                                  937,000          33,614,875
     GTE Corp.                                                                                  800,000          36,300,000
     Hawaiian Electric Industries, Inc.                                                       1,188,480          44,493,720
     MidAmerican Energy Co.                                                                   2,059,800          35,531,550
     Montana Power Co.                                                                           28,000             745,500
     Nevada Power Co.                                                                           661,700          14,557,400
     New Century Energies, Inc.                                                               1,748,445          72,669,745
     New Jersey Resources Corp.                                                                 245,500           7,948,063
     NIPSCO Industries, Inc.                                                                  1,010,300          42,558,888
     Northern States Power Co.                                                                  342,100          17,019,475
     OGE Energy Corp.                                                                           444,300          20,965,406
     Pacific Enterprises                                                                        560,800          18,997,100
     PG&E Corp.                                                                               3,328,000          77,168,000
     PacifiCorp                                                                               1,695,900          37,945,763
     Pinnacle West Capital Corp.                                                                518,485          17,434,058
     Puget Sound Power & Light Co.                                                              900,000          23,962,500
     SBC Communications                                                                         182,100          11,176,388
     SCANA Corp.                                                                              2,398,500          60,112,406
     Sierra Pacific Resources                                                                   350,000          11,221,875
     SIGCORP, Inc.                                                                              787,665          20,085,458
     Southern Co.                                                                             3,463,500          78,145,219
     TECO Energy, Inc.                                                                        2,900,400          71,059,800
     Texas Utilities Co.                                                                      1,162,750          41,859,000
     Western Resources, Inc.                                                                    806,200          27,662,738
                                                                                                              -------------
     Total Common Stocks (Cost $1,375,936,243)                                                                1,556,847,541
                                                                                                              -------------
     Preferred Stocks  5.3%                                                                                    
     AES Trust I, Series A, 5.375%, 3/31/27, cvt. pfd.                                          400,000          27,300,000
    bCMS Energy Trust I, 7.75%, cvt. pfd.                                                       705,000          38,360,601
     MCN Financing III, 8.00%, 5/16/00, cvt. pfd.                                               108,400           5,860,375
     Nortel Inversora, SA, 10.00% cvt. pfd., MEDS                                               650,000          35,100,000
                                                                                                              -------------
     Total Preferred Stocks (Cost $87,231,042)                                                                  106,620,976
                                                                                                              -------------

                                                                                             PRINCIPAL 
                                                                                               AMOUNT 
                                                                                            -----------
     Corporate Bonds  13.6%
     <S>                                                                                    <C>                  <C>       
     Alabama Power Co., 8.75%, 12/01/21                                                     $ 9,900,000          10,314,482
     Alabama Power Co., 8.50%, 5/01/22                                                        4,950,000           5,259,073
     Arizona Public Service Co., 10.25%, 5/15/20                                             10,500,000          11,547,835
     Arizona Public Service Co., 9.00%, 12/15/21                                             14,500,000          15,950,173
     Cincinnati Gas & Electric Co., 8.50%, 9/01/22                                           10,000,000          10,639,850
     Commonwealth Edison Co., 8.875%, 10/01/21                                                2,000,000           2,115,166
     Commonwealth Edison Co., 8.50%, 7/15/22                                                  5,000,000           5,301,794
     Commonwealth Edison Co., 8.375%, 9/15/22                                                10,000,000          10,422,060
     Duquesne Light Co., 8.375%, 5/15/24                                                    $ 5,000,000         $ 5,277,689
     Enron Corp., 7.00%, 8/15/23                                                             19,000,000          18,350,313
     Gulf States Utilities Co., 9.72%, 7/01/98                                                1,185,000           1,206,192
     Illinois Power Co., 8.00%, 2/15/23                                                      10,000,000          10,240,749
     Itron, Inc., cvt., 144A, 6.75%, 3/31/04                                                 10,000,000          12,450,000
     Long Island Lighting Co., 9.75%, 5/01/21                                                10,000,000          10,337,849
     Louisiana Power & Light Co., 8.50%, 7/01/22                                             10,000,000          10,236,378
     Midland CoGeneration Venture, 10.33%, 7/23/02                                           11,831,875          13,223,836
     Niagara Mohawk Power Corp., 9.50%, 3/01/21                                               7,500,000           8,005,634
     Niagara Mohawk Power Corp., 8.75%, 4/01/22                                               5,000,000           5,299,400
     Northwest Pipeline Corp., 7.125%, 12/01/25                                               3,000,000           2,903,628
     Ohio Edison Co., 8.75%, 6/15/22                                                          8,000,000           8,441,111
     Pacific Bell, 7.75%, 9/15/32                                                            10,000,000          10,332,599
     Pacific Bell, 7.50%, 2/01/33                                                            10,000,000          10,115,659
     Panhandle Eastern Co., 7.20%, 8/15/24                                                   20,000,000          19,087,180
     Philadelphia Electric Co., 8.75%, 4/01/22                                               15,000,000          15,857,143
     Texas Utilities Co., 8.75%, 11/01/23                                                    10,000,000          11,055,769
     Texas Utilities Co., 8.50%, 8/01/24                                                     10,000,000          10,852,339
     US West Communications Group, 6.875%, 9/15/33                                           16,000,000          14,912,958
                                                                                                              -------------
     Total Corporate Bonds (Cost $255,913,519)                                                                  269,736,859
                                                                                                              -------------
     Total Long Term Investments (Cost $1,719,080,804)                                                        1,933,205,376
                                                                                                              -------------
    fRepurchase Agreements  1.1%
     Joint Repurchase Agreement, 6.010%, 10/01/97
     (Maturity Value $21,787,124) (Cost $21,783,487)                                         21,783,487          21,783,487
                                                                                                              -------------
     Collateralized by U.S. Treasury Bills & Notes
      Aubrey G. Lanston & Co., Inc., (Maturity Value $1,655,821)
      BA Securities, Inc., (Maturity Value $1,655,821)
      Barclays de Zoete Wedd Securities, Inc., (Maturity Value $1,917,272)
      Bear, Stearns & Co., Inc., (Maturity Value $1,655,821)
      CIBC Wood Gundy Securities Corp., (Maturity Value $1,655,821)
      Donaldson, Lufkin & Jenrette Securities Corp., (Maturity Value $1,655,821)
      Dresdner Kleinwort Benson North America, L.L.C., (Maturity Value $1,655,821)
      Fuji Securities, Inc., (Maturity Value $1,655,821)
      Lehman Brothers, Inc., (Maturity Value $1,655,821)
      Sanwa Securities (USA) Co., L.P., (Maturity Value $1,655,821)
      SBC Warburg, Inc., (Maturity Value $1,655,821)
      The Nikko Securities Co. International, Inc., (Maturity Value $1,655,821)
      UBS Securities, L.L.C., (Maturity Value $1,655,821)
     Total Investments (Cost $1,740,864,291)  98.5%                                                           1,954,988,863
     Other Assets, less Liabilities  1.5%                                                                        28,909,798
                                                                                                              -------------
     Net Assets  100.0%                                                                                      $1,983,898,661
                                                                                                              =============

PORTFOLIO ABBREVIATIONS:

MEDS - Mandatorially Exchangeable Debt Security






aNon-income producing.
bSee Note 6 regarding restricted securities.
fSee Note 1(f) regarding joint repurchase agreement.



                                                 See notes to financial statements.
</TABLE>



<TABLE>
<CAPTION>
Financial Highlights

Franklin Income Fund


                                                                                        Class I
                                                            ----------------------------------------------------------------
                                                                                 Year Ended September 30,
                                                            ----------------------------------------------------------------
                                                              1997          1996          1995          1994          1993
                                                            ----------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S>                                                           <C>           <C>           <C>           <C>           <C>  
Net asset value, beginning of year                            $2.30         $2.30         $2.22         $2.46         $2.25
                                                            ----------------------------------------------------------------
Income from investment operations:
 Net investment income                                          .18           .19           .18           .17           .18
 Net realized and unrealized gains (losses)                     .20           .02           .11          (.20)          .23
                                                            ----------------------------------------------------------------
Total from investment operations                                .38           .21           .29          (.03)          .41
                                                            ----------------------------------------------------------------
Less distributions:
 Dividends from net investment income                          (.18)         (.18)         (.18)         (.18)         (.19)
 Distributions from net realized gains                         (.01)         (.03)         (.03)         (.03)         (.01)
                                                            ----------------------------------------------------------------
Total distributions                                            (.19)         (.21)         (.21)         (.21)         (.20)
                                                            ----------------------------------------------------------------
Net asset value, end of year                                  $2.49         $2.30         $2.30         $2.22         $2.46
                                                            ================================================================
Total return*                                                 17.31%         9.43%        14.00%        (1.52%)       18.76%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's)                               $7,738,746    $6,780,153    $5,885,788    $4,891,505    $3,935,444
Ratio to average net assets:
 Expenses                                                       .72%          .70%          .71%          .64%          .54%
 Net investment income                                         7.45%         8.27%         8.26%         7.37%         7.84%
Portfolio turnover rate                                       16.15%        25.29%        58.64%        23.37%        25.41%
Average commission rate paid**                                 $.0498        $.0518          --            --            --


*Total return does not reflect sales  commissions or the contingent  deferred sales charge,  and is not annualized.  Prior to May 1,
1994, dividends from net investment income were reinvested at the offering price.
**Relates to purchases and sales of equity  securities.  Prior to September 30, 1996  disclosure of average  commission rate was not
required.
</TABLE>



<TABLE>
<CAPTION>
                                                                        Class II
                                                       ------------------------------------------
                                                                 Year Ended September 30,
                                                       ------------------------------------------
                                                           1997          1996          1995****
                                                       ------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S>                                                        <C>           <C>           <C>  
Net asset value, beginning of year                         $2.30         $2.30         $2.18
                                                       ------------------------------------------
Income from investment operations:
 Net investment income                                       .16           .17           .08
 Net realized and unrealized gains                           .21           .03           .11
                                                       ------------------------------------------
Total from investment operations                             .37           .20           .19
                                                       ------------------------------------------
Less distributions:                                                                   
 Dividends from net investment income                       (.17)         (.17)         (.07)
 Distributions from net realized gains                      (.01)         (.03)           --
                                                       ------------------------------------------
Total distributions                                         (.18)         (.20)         (.07)
                                                       ------------------------------------------
Net asset value, end of year                               $2.49         $2.30         $2.30
                                                       ==========================================
Total return*                                              16.72%         8.86%         8.96%
RATIOS/SUPPLEMENTAL DATA                                                              
Net assets, end of year (000's)                            $695,355      $343,314      $65,822
Ratio to average net assets:                                                          
 Expenses                                                   1.22%         1.21%         1.23%**
 Net investment income                                      6.96%         7.84%         7.89%**
Portfolio turnover rate                                    16.15%        25.29%        58.64%
Average commission rate paid***                             $.0498        $.0518          --


*Total return does not reflect sales commissions or the contingent deferred sales charge, and is not annualized.
**Annualized
***Relates to purchases and sales of equity  securities.  Prior to September 30, 1996 disclosure of average  commission rate was not
required.
****For the period May 1, 1995 (effective date) to September 30, 1995.
</TABLE>



<TABLE>
<CAPTION>
                                                                      Advisor Class
                                                                    ----------------
                                                                        1997****
                                                                    ----------------
PER SHARE OPERATING PERFORMANCE                             
(for a share outstanding throughout the period)             
<S>                                                                     <C>  
Net asset value, beginning of period                                    $2.34
                                                                    ----------------
Income from investment operations:                              
 Net investment income                                                    .14
 Net realized and unrealized gains                                        .14
                                                                    ----------------
Total from investment operations                                          .28
                                                                    ----------------
Less distributions:                                             
 Dividends from net investment income                                    (.14)
                                                                    ----------------
Net asset value, end of period                                          $2.48
                                                                    ================
                                                                
Total return*                                                           12.31%
Ratios/Supplemental Data                                        
Net assets, end of period (000's)                                       $13,318
Ratio to average net assets:                                    
 Expenses                                                                 .57%**
 Net investment income                                                   7.58%**
Portfolio turnover rate                                                 16.15%
Average commission rate paid***                                          $.0498

*Total return is not annualized.                            
**Annualized                                                
***Relates to purchases and sales of equity securities. 
****For the period January 2, 1997 (effective date) to September 30, 1997.



                                                 See notes to financial statements.
</TABLE>



<TABLE>
<CAPTION>
Statement of Investments, September 30, 1997


                                                                                              SHARES/
     Income Fund                                                                              WARRANTS          VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
a,b,fCommon Stocks  28.4%
     Apparel/Textiles  .2%
     <S>                                                                                      <C>             <C>          
a,b,eBibb Co.                                                                                 2,097,122       $  15,728,415
                                                                                                              -------------
     Automotive  .1%                                                                                     
     General Motors Corp. ............................................................          100,000           6,693,750
                                                                                                              -------------
     Computer/Technology  .2%                                                                                
 a,e Anacomp, Inc. ...................................................................        1,233,882          19,125,171
                                                                                                              -------------
     Consumer Products  1.8%                                                                                 
     Philip Morris Cos., Inc. ........................................................        3,300,000         137,156,250
     RJR Nabisco Holdings Corp. ......................................................          600,000          20,625,000
                                                                                                              -------------
     .................................................................................                          157,781,250
                                                                                                              -------------
     Energy/Energy Services  2.8%
     Athabasca Oil Sands Trust, (Canada)..............................................        2,700,000          52,759,182
     Atlantic Richfield Co. ..........................................................          300,000          25,631,250
     Canadian Oil Sands Trust, (Canada), 144A.........................................        2,300,000          46,607,563
     Energy Group, Plc., Sponsored ADR................................................          237,500           9,885,938
     Monterey Resources, Inc..........................................................          812,540          17,063,340
     Pioneer Natural Resources Co. ...................................................        1,200,015          50,250,628
    aSanta Fe Energy Resources, Inc...................................................        1,122,805          14,035,063
     Ultramar Diamond Shamrock Corp. .................................................          625,000          20,195,313
                                                                                                              -------------
       ...............................................................................                          236,428,277
                                                                                                              -------------
     Metals  1.0%                                                                                            
     Anglo American Platinum Corp., Ltd., ADR.........................................          943,691          16,350,862
     Driefontein Consolidated, Ltd., Sponsored ADR ...................................          700,000           5,162,500
     Free State Consolidated Gold Mines, Ltd., ADR ...................................        2,525,000          15,386,845
     Freeport-McMoRan Copper & Gold, Inc., Class A....................................          408,329          11,254,568
     Impala Platinum Holdings, Ltd., ADR .............................................        1,184,200          13,784,562
     Samancor, Ltd., ADR .............................................................          300,000           2,252,970
     St. Helena Gold Mines, Ltd., ADR ................................................          187,500             773,438
     Vaal Reefs Exploration & Mining Co., Ltd., ADR ..................................        1,500,000           8,062,500
     Western Deep Levels, Ltd., ADR ..................................................          350,000           8,968,750
                                                                                                              -------------
       ...............................................................................                           81,996,995
                                                                                                              -------------
     Real Estate Investment Trusts  .3%                                                                       
     Meditrust Corp. .................................................................          600,000          24,900,000
                                                                                                              -------------
     Telecommunications  .8%                                                                                  
     US West Communications Group ....................................................        1,700,000          65,450,000
                                                                                                              -------------
     Utilities  21.2%                                                                                         
     American Electric Power Co., Inc. ...............................................        2,200,000         100,100,000
     Central & South West Corp. ......................................................        3,800,000          84,312,500
     CINergy Corp. ...................................................................        2,400,000          80,250,000
     Delmarva Power & Light Co. ......................................................        2,800,000          52,850,000
     Dominion Resources, Inc. ........................................................        2,400,000          90,900,000
     Edison International ............................................................        3,100,000          78,275,000
     Enova Corp. .....................................................................        3,000,000          75,750,000
     Entergy Corp. ...................................................................        3,500,000          91,218,750
     Florida Progress Corp. ..........................................................        2,700,000          89,100,000
     FPL Group, Inc. .................................................................        1,400,000          71,750,000
     GPU, Inc.........................................................................        1,700,000          60,987,500
     Hawaiian Electric Industries, Inc. ..............................................          610,000          22,836,875
     Houston Industries, Inc. ........................................................        1,900,000          41,325,000
     Long Island Lighting Co. ........................................................        1,800,000          46,125,000
     MidAmerican Energy Holdings Co. .................................................        1,776,600          30,646,350
     Nevada Power Co. ................................................................          825,000          18,150,000
     New Century Energies, Inc........................................................        1,805,000          75,020,313
     New England Electric System .....................................................        1,900,000          74,575,000
     New York State Electric & Gas Corp. .............................................        1,000,000          26,875,000
     Utilities (cont.)
     Northern States Power Co. .......................................................          949,600        $ 47,242,600
     Ohio Edison Co. .................................................................        2,100,000          49,218,750
     PacifiCorp ......................................................................          525,000          11,746,875
     PECO Energy Co. .................................................................        3,000,000          70,312,500
     PG&E Corp. ......................................................................        3,200,000          74,200,000
     Potomac Electric Power Co. ......................................................        1,600,000          36,400,000
     Public Service Enterprise Group, Inc. ...........................................        2,350,000          60,512,500
     SCANA Corp. .....................................................................          800,000          20,050,000
     Southern Co. ....................................................................        2,700,000          60,918,750
     Texas Utilities Co. .............................................................        2,400,000          86,400,000
     Western Resources, Inc...........................................................        1,900,000          65,193,750
                                                                                                              -------------
      ...............................................................................                         1,793,243,013
                                                                                                              -------------
     Total Common Stocks (Cost $2,030,817,301) .......................................                        2,401,346,871
                                                                                                              -------------
     Preferred Stocks  11.6%                                                                                  
     Apparel/Textiles  .3%                                                                                    
     Fieldcrest Cannon, Inc., $3.00 cvt. pfd., Series A ..............................          400,000          23,600,000
                                                                                                              -------------
     Cable Systems  .4%                                                                                       
     Cablevision Systems Corp., 8.50% cvt. pfd., Series I.............................        1,300,000          38,025,000
                                                                                                              -------------
     Consumer Products  .1%                                                                                   
     Pantry Pride, Inc., $14.875 pfd., Series B ......................................           75,000           7,621,875
                                                                                                              -------------
     Energy/Energy Services  4.1%                                                                             
    bCMS Energy Trust I, 7.75% cvt. pfd...............................................        1,600,000          87,059,520
     Devon Financing Trust, $3.25 cvt. pfd., 144A.....................................          600,000          48,375,000
     Enron Corp., 6.25% cvt. pfd......................................................        2,150,000          48,240,625
     McDermott International, Inc., $2.875 cvt. pfd., Series C, 144A .................        1,100,000          61,325,000
     Nuevo Energy Co., 5.75% cvt. pfd., Series A......................................        1,200,000          61,500,000
     Occidental Petroleum Corp., $3.875 cvt. pfd., 144A...............................          490,000          28,787,500
     Patina Oil & Gas Corp., 7.125% cvt. pfd..........................................          158,100           5,118,488
     Snyder Oil Corp., $1.50 cvt. exch. pfd. .........................................          178,900           4,942,113
                                                                                                              -------------
      ................................................................................                          345,348,246
                                                                                                              -------------
     Lodging  .9%                                                                                            
     Host Marriott Corp., 6.75% cvt. pfd., 144A.......................................        1,100,000          74,800,000
                                                                                                              -------------
     Metals  1.8%                                                                                            
     Amax Gold, Inc., $3.75 cvt. pfd., Series B ......................................          650,000          35,100,000
     Armco, Inc., $3.625 cum. cvt. pfd., Series A ....................................          300,000          15,262,500
     Armco, Inc., $4.50 cvt. pfd., Class B ...........................................          114,200           5,781,375
     Battle Mountain Gold Co., $3.25 cvt. pfd. .......................................          295,000          14,879,063
     Coeur D'Alene Mines Corp., 7.00% cvt. pfd........................................          600,000          11,137,500
     Cyprus Minerals, $4.00 cvt. pfd., Series A ......................................          120,000           6,615,000
     Freeport-McMoRan, Inc., 4.375% cvt. exch. pfd., 144A ............................          450,000          29,250,000
     Freeport-McMoRan, Inc., 8.75% cvt. pfd. .........................................          400,000          12,200,000
     Hecla Mining Co., $3.50 cvt. pfd., Series B .....................................          375,000          18,234,375
                                                                                                              -------------
       ...............................................................................                          148,459,813
                                                                                                              -------------
     Media & Broadcasting  .5%                                                                                
     Time Warner, Inc., 10.25% pfd., Series M.........................................           34,800          39,715,500
                                                                                                              -------------
     Paper & Forest Products  .7%                                                                             
     Asia Pulp & Paper Co., Ltd., 12.00% pfd..........................................       60,000,000          61,200,000
                                                                                                              -------------
     Real Estate Investment Trusts  1.9%                                                                      
     FelCor Suite Hotels, Inc., $1.95 cvt. pfd., Series A ............................        1,800,000          58,500,000
     Security Capital Industrial Trust, 7.00% cvt. pfd................................          800,000          24,200,000
     Security Capital Pacific Trust, $1.75 cvt. pfd., Series A........................        1,040,000          33,085,000
     Vornado Realty Trust, 6.50%, cvt. pfd., Series A.................................          700,000          43,750,000
                                                                                                              -------------
       ...............................................................................                          159,535,000
                                                                                                              -------------
     Telecommunications  .9%                                                                                  
     Nortel Inversora, SA, 10.00% cvt. pfd............................................        1,200,000        $ 64,800,000
     Nortel Inversora, SA, ADR, cvt. pfd., Series B...................................          504,000          14,049,000
                                                                                                              -------------
       ...............................................................................                           78,849,000
                                                                                                              -------------
      Total Preferred Stocks (Cost $835,940,260) .....................................                          977,154,434
                                                                                                              -------------
     Partnership Units  .2%                                                                                   
     BP Prudhoe Bay Royalty Trust ....................................................          500,000           9,000,000
     Freeport-McMoRan Resource Partners, Ltd., depository units ......................          300,000           3,843,750
  a,bJewel Recovery, L.P. ............................................................           59,258              28,444
                                                                                                              -------------
     Total Partnership Units (Cost $18,730,667) ......................................                           12,872,194
                                                                                                              -------------
     Warrants                                                                                                
  a,bBoardwalk Casino, Inc............................................................        1,281,869           1,874,092
    aSecurity Capital Group ..........................................................          121,476             971,808
                                                                                                              -------------
     Total Warrants (Cost $2,643,855) ................................................                            2,845,900
                                                                                                              -------------
     Total Common Stocks, Preferred Stocks, Partnership Units, and Warrants (Cost $2,88   8,132,083)          3,394,219,399
                                                                                                              -------------

                                                                                              PRINCIPAL
                                                                                               AMOUNT*
                                                                                            ------------
     Corporate Bonds  29.2%
     Apparel/Textiles  1.6%
     <S>                                                                                   <C>                   <C>       
     Consoltex Group, Inc., senior sub. notes, Series B, 11.00%, 10/01/03 ................ $ 50,000,000          52,500,000
     Hartmarx Corp., senior sub. notes, 10.875%, 1/15/02 .................................   35,000,000          35,875,000
     Polysindo International Finance Co., secured notes, 11.375%, 6/15/06 ................   13,000,000          14,137,500
     Westpoint Stevens, Inc., senior sub. deb., 9.375%, 12/15/05 .........................   25,000,000          26,500,000
     The William Carter Co., senior sub. notes, Series A, 10.375%, 12/01/06 ..............    6,000,000           6,300,000
                                                                                                              -------------
                                                                                                                135,312,500
                                                                                                              -------------
     Automotive  1.0%  
     Collins & Aikman Corp., senior sub. notes., 11.50%, 4/15/06 .........................   35,000,000          40,206,250
     Exide Corp., cvt. sub. notes, 144A, 2.90%, 12/15/05 .................................   30,000,000          18,937,500
     Exide Corp., senior notes, 10.75%, 12/15/02 .........................................    4,000,000           4,250,000
    cHarvard Industries, Inc., senior notes, 11.125%, 8/01/05 ...........................    50,000,000          19,750,000
                                                                                                              -------------
                                                                                                                 83,143,750
                                                                                                              -------------
     Biotechnology  .2% 
     Centocor, Inc., Eurobonds, cvt. sub. deb., 6.75%, 10/16/01 ..........................   16,500,000          16,665,000
                                                                                                              -------------
     Building Products  .4% 
     American Standard, Inc., S.F., senior sub. deb., 9.25%, 12/01/16 ....................    5,000,000           5,250,000
     Inter-City Products Corp., senior notes, 9.75%, 3/01/00 .............................   30,000,000          30,900,000
                                                                                                              -------------
                                                                                                                 36,150,000
                                                                                                              -------------
     Cable Systems  1.3%
     Cablevision Systems Corp., senior sub. deb., 9.875%, 4/01/23 ........................   40,000,000          43,200,000
     Continental Cablevision, Inc., senior sub. deb., 9.50%, 8/01/13 .....................   30,000,000          35,183,519
     Helicon Group, L.P. Corp., senior notes, Series B, 11.00%, 11/01/03 .................   35,000,000          37,012,500
                                                                                                              -------------
                                                                                                                115,396,019
                                                                                                              -------------
     Chemicals  .7%
     Applied Extrusion Technology, senior notes, Series B, 11.50%, 4/01/02 ...............   29,000,000          30,885,000
     Uniroyal Chemical Co., senior notes, 10.50%, 5/01/02 ................................    8,900,000           9,745,500
     Uniroyal Chemical Co., senior sub. notes, 11.00%, 5/01/03 ...........................   20,000,000          21,600,000
                                                                                                              -------------
                                                                                                                 62,230,500
                                                                                                              -------------
     Computer/Technology  1.2%
     Acclaim Entertainment, Inc., cvt. sub. notes, 10.00%, 3/01/02 .......................   29,000,000          32,770,000
     Anacomp, Inc., senior sub. notes, Series B, 10.875%, 4/01/04 ........................   60,000,000          63,300,000
     Maxtor Corp., cvt. sub. deb., 5.75%, 3/01/12 ........................................   11,750,000           8,166,250
                                                                                                              -------------
                                                                                                                104,236,250
                                                                                                              -------------
     Consumer Products  1.9%
     E&S Holdings Corp., senior sub. notes, Series B, 10.375%, 10/01/06 .................. $ 20,000,000        $ 19,550,000
     Mafco, Inc., senior sub. deb., 11.875%, 11/15/02 ....................................   18,000,000          19,260,000
     Playtex Family Products Corp., senior sub. notes, 9.00%, 12/15/03 ...................   38,500,000          39,270,000
     Revlon Consumer Products Corp., senior sub. notes, Series B, 10.50%, 2/15/03 ........   30,000,000          31,950,000
     RJR Nabisco, Inc., notes, 9.25%, 8/15/13 ............................................   35,000,000          38,097,390
     Sealy Corp., senior sub. notes, 10.25%, 5/01/03 .....................................    8,650,000           9,125,750
                                                                                                              -------------
                                                                                                                157,253,140
                                                                                                              -------------
     Containers & Packaging  1.0%
     Calmar, Inc., senior sub notes, Series B, 11.50%, 8/15/05 ...........................   30,000,000          32,100,000
     Packaging Resources, Inc., senior notes, 11.625%, 5/01/03 ...........................   28,000,000          29,190,000
     Printpack, Inc., senior sub. notes, Series B, 10.625%, 8/15/06 ......................   15,000,000          16,275,000
     U.S. Can Corp., company guaranteed, Series B, 10.125%, 10/15/06 .....................    6,000,000           6,405,000
                                                                                                              -------------
                                                                                                                 83,970,000
                                                                                                              -------------
     Electrical Equipment  .1%
     Trans-Lux Corp., cvt. sub. notes, 7.50%, 12/01/06 ...................................    8,000,000           9,600,000
                                                                                                              -------------
     Energy/Energy Services  2.6%
     Bellwether Exploration Co., senior sub. notes, 10.875%, 4/01/07 .....................   12,000,000          12,975,000
     Energy Ventures, senior notes, 10.25%, 3/15/04 ......................................   10,000,000          10,850,000
     Falcon Drilling, senior sub. notes, 12.50%, 3/15/05 .................................   15,000,000          17,306,250
     Gerrity Oil & Gas Corp., senior sub. notes, 11.75%, 7/15/04 .........................   40,000,000          43,800,000
     Global Marine, Inc., senior secured notes, 12.75%, 12/15/99 .........................   19,000,000          19,570,000
     Mesa Operating Co., company guaranteed, unsecured senior sub. notes, 10.625%, 7/01/06    5,000,000           5,781,250
     Oryx Energy Co., cvt. sub. deb., 7.50%, 5/15/14 .....................................   45,000,000          45,393,750
     Plains Resources, Inc., senior sub. notes, 10.25%, 3/15/06 ..........................    8,000,000           8,640,000
     Swift Energy Co., cvt. sub. notes, 6.25%,11/15/06 ...................................   50,000,000          54,375,000
                                                                                                              -------------
                                                                                                                218,691,250
                                                                                                              -------------
     Entertainment  .2%
     AMF Group, Inc., Series B, 10.875%, 3/15/06 .........................................   12,000,000          13,350,000
                                                                                                              -------------
     Financial Services  .1%
     First Nationwide Holdings, Inc., senior sub. notes, 10.625%, 10/01/03 ...............   10,000,000          11,075,000
                                                                                                              -------------
     Food & Beverages  2.9%
     Chock Full O'Nuts Corp., S.F., cvt. sub. deb., 8.00%, 9/15/06 .......................    3,902,000           4,360,485
     Curtice-Burns Foods, Inc., senior sub. notes, 12.25%, 2/01/05 .......................   45,000,000          50,175,000
     Del Monte Corp., senior sub. notes, Series B, 12.25%, 4/15/07 .......................   46,000,000          50,140,000
     Doane Products Co., senior notes, 10.625%, 3/01/06 ..................................   21,000,000          22,575,000
     Dr. Pepper Bottling Co. of Texas, senior sub. notes, 10.25%, 2/15/00 ................    6,600,000           6,963,000
     International Home Foods, company guaranteed, senior sub. notes, 10.375%, 11/01/06 ..   30,000,000          33,300,000
     PMI Acquisition Corp., senior sub. notes, 10.25%, 9/01/03 ...........................   32,500,000          34,531,250
     Specialty Foods Corp., senior sub. notes, Series B, 11.25%, 8/15/03 .................   25,000,000          22,875,000
     Specialty Foods Corp., senior unsecured notes, Series B, 10.25%, 8/15/01 ............   20,000,000          19,800,000
                                                                                                              -------------
                                                                                                                244,719,735
                                                                                                              -------------
     Food Chains  1.8%
     Americold Corp., senior sub. notes, 12.875%, 5/01/08 ................................   18,000,000          20,700,000
     Americold Corp., senior sub. notes, Series B, 11.50%, 3/01/05 .......................   33,000,000          35,805,000
     Bruno's, Inc., senior sub. notes, 10.50%, 8/01/05 ...................................   60,000,000          36,000,000
     Grand Union Capital Corp., senior notes, 12.00%, 9/01/04 ............................   33,000,000          15,345,000
     Ralphs Grocery Co., senior sub notes, 11.00%, 6/15/05 ...............................   40,000,000          44,000,000
                                                                                                              -------------
                                                                                                                151,850,000
                                                                                                              -------------
     Gaming & Leisure  1.4%
     Aztar Corp., senior sub. notes, 11.00%, 10/01/02 ....................................   60,000,000          62,100,000
     Eldorado Resorts, L.L.C., senior sub. notes, 10.50%, 8/15/06 ........................    8,000,000           8,800,000
     Harveys Casino Resorts, senior sub. notes, 10.625%, 6/01/06 .........................   11,000,000          12,100,000
     Rio Hotel & Casino, Inc., senior sub. notes, 10.625%, 7/15/05 .......................   35,000,000          38,237,500
                                                                                                              -------------
                                                                                                                121,237,500
                                                                                                              -------------
     Health Care  .6%
     Dade International, Inc., senior sub. notes, 11.125%, 5/01/06 ....................... $ 22,000,000        $ 24,777,500
     Medical Care International, Inc., cvt. sub. deb., 144A, 6.75%, 10/01/06 .............   15,000,000          14,100,000
     Sola Group, Ltd., senior sub. notes, 6.00% coupon to 12/15/98, 9.625% thereafter,
      12/15/03 ...........................................................................   10,000,000           9,900,000
                                                                                                              -------------
                                                                                                                 48,777,500
                                                                                                              -------------
     Industrial Products  1.4%
     Nortek, Inc., senior sub. notes, 9.875%, 3/01/04 ....................................   18,500,000          19,124,375
     RBX Corp., senior sub. notes, Series B, 11.25%, 10/15/05 ............................   60,000,000          53,100,000
     RHI Holdings, Inc., senior sub. deb., 11.875%, 3/01/99 ..............................   21,849,000          21,794,378
     Thermadyne Industries, Inc., senior sub. notes, 10.25%, 5/01/02 .....................    7,393,000           7,725,685
     Thermadyne Industries, Inc., sub. notes, 10.75%, 11/01/03 ...........................   14,500,000          15,587,500
                                                                                                              -------------
                                                                                                                117,331,938
                                                                                                              -------------
     Media & Broadcasting  .2%
     Benedek Broadcasting, senior notes, 11.875%, 3/01/05 ................................   12,250,000          13,811,875
                                                                                                              -------------
     Metals  2.2%
     Armco Steel, Inc., senior notes, 11.375%, 10/15/99 ..................................    7,000,000           7,210,000
     Armco Steel, Inc., senior notes, 9.375%, 11/01/00 ...................................    5,000,000           5,175,000
     Ashanti Capital, Ltd., cvt. notes, 5.50%, 3/15/03 ...................................   48,000,000          39,360,000
     Coeur D' Alene Mines Corp., cvt. senior sub. deb., 6.00%, 6/10/02 ...................      900,000             774,000
     Coeur D' Alene Mines Corp., cvt. sub. deb., 6.375%, 1/31/04 .........................   20,000,000          18,750,000
     FMC Corp., Eurobonds, cvt. senior sub. deb., 6.75%, 1/16/05 .........................   13,020,000          12,694,500
     Jorgensen, Earle M. Co., senior notes, 10.75%, 3/01/00 ..............................   50,000,000          51,250,000
     Republic Engineered Steel Co., first mortgage, 9.875%, 12/15/01 .....................   50,000,000          48,625,000
     UCAR Global Enterprises, senior sub. notes, Series B, 12.00%, 1/15/05 ...............    4,805,000           5,483,706
                                                                                                              -------------
                                                                                                                189,322,206
                                                                                                              -------------
     Paper & Forest Products  1.7%
     Four M Corp., senior notes, Series B, 12.00%, 6/01/06 ...............................   30,000,000          32,325,000
     Riverwood International, senior sub. notes, 10.875%, 4/01/08 ........................   60,000,000          60,225,000
     Tjiwi Kimia International, company guaranteed, senior unsecured notes, 144A, 10.00%, 
      8/01/04 ............................................................................   50,000,000          49,437,500
                                                                                                              -------------
                                                                                                                141,987,500
                                                                                                              -------------
     Pharmaceuticals  .5%
     ICN Pharmaceuticals, Inc., senior notes, 144A, 9.25%, 8/15/05 .......................   37,000,000          39,035,000
                                                                                                              -------------
     Pollution Control  .2%
     Air & Water Technology Corp., cvt. sub. deb., 8.00%, 5/15/15 ........................   21,000,000          16,721,250
                                                                                                              -------------
     Publishing  .2%
     Bell & Howell Co., senior sub. notes, Series B, 10.75%, 10/01/02 ....................   12,500,000          13,125,000
                                                                                                              -------------
     Real Estate Development  .1%
     Rouse Co., cvt. sub. deb., 5.75%, 7/23/02 ...........................................   10,000,000          11,100,000
                                                                                                              -------------
     Real Estate Investment Trusts .6%
     Macerich Co., cvt. sub. notes, 144A, 7.25%, 12/15/02 ................................   50,000,000          49,562,500
                                                                                                              -------------
     Retail  .1%
     Drug Emporium, Inc., cvt. sub. deb., 7.75%, 10/01/14 ................................    9,000,000           7,875,000
                                                                                                              -------------
     Telecommunications  .6%
     CommNet Cellular, Inc., sub. notes, 11.25%, 7/01/05 .................................   25,000,000          28,875,000
     Paging Network, senior sub. notes, 10.125%, 8/01/07 .................................   25,000,000          26,187,500
                                                                                                              -------------
                                                                                                                 55,062,500
                                                                                                              -------------
     Utilities  2.4%
     ESCOM, E168, utility deb., 11.00%, 6/01/08 ..........................................  975,837,500 ZAR     172,700,519
     Midland CoGeneration Venture, deb. notes, Series C-91, 10.33%, 7/23/02 ..............    6,278,954           7,017,642
     Midland CoGeneration Venture, S.F., sub. deb., Series C, 10.33%, 7/23/02 ............   12,169,929          13,601,660
     Texas-New Mexico Power Co., secured deb., 10.75%, 9/15/03 ...........................    6,000,000           6,535,104
                                                                                                              -------------
                                                                                                                199,854,925
                                                                                                              -------------
     Total Corporate Bonds (Cost $2,426,897,205) .........................................                    2,468,447,838
                                                                                                              -------------
     U.S. Government Securities  11.4%....................................................
     U.S. Treasury Bonds, 6.25% - 7.125%, 2/15/23 - 8/15/23 .............................. $831,000,000       $ 834,087,562
     U.S. Treasury Notes, 6.00% - 6.375%, 12/31/97 - 8/15/02 .............................  128,000,000         129,758,233
                                                                                                              -------------
     Total U.S. Government Securities (Cost $928,239,501) ................................                      963,845,795
                                                                                                              -------------
     Foreign Government Securities  8.9%
     Republic of Argentina, FRN, 5.50%, 3/31/23 ..........................................  520,000,000         393,120,000
     Republic of Brazil, 5.25%, 4/15/24 ..................................................  200,000,000         147,750,000
     Republic of Brazil, FRN deb., 6.875%, 4/15/06 .......................................   64,350,000          60,328,126
     Republic of Brazil, FRN, Series A, 6.8125%, 1/01/01 .................................   47,296,250          46,894,233
     Republic of South Africa, 12.00%, 2/28/05 ...........................................  515,000,000 ZAR     100,789,938
                                                                                                              -------------
     Total Foreign Government Securities (Cost $617,371,329) .............................                      748,882,297
                                                                                                              -------------
    hZero Coupon/Step-up Bonds  3.5%
     AMF Group, Inc., senior disc. notes, Series B, zero coupon to 3/15/01 (original accretion rate 12.25%), 12.25% thereafter,
      3/15/06.............................................................................   38,000,000          28,880,000
     Bell & Howell Co., senior deb., zero coupon to 3/01/00 (original accretion rate 11.50%), 11.50%, thereafter, 3/01/05
                                                                                             65,000,000          54,925,000
     Dr Pepper Bottling Holdings Co., S.F., senior sub. disc. notes, zero coupon to 2/15/98 (original accretion rate 11.625%),
      11.625% thereafter, 2/15/03 .........................................................  11,000,000          11,165,000
     Food 4 Less, Inc., senior disc. deb., zero coupon to 6/15/00, (original accretion rate 13.625%), 13.625% thereafter,
      7/15/05..............................................................................  50,000,000          40,750,000
     Marcus Cable Co., senior disc. notes, zero coupon to 6/15/00, (original accretion rate 14.25%), 14.25% thereafter, 12/15/05
                                                                                             75,000,000          62,812,500
     Mesa Operating Co., company guaranteed, unsecured senior sub. notes, zero coupon to 7/01/01, (original accretion rate
      11.625%), 11.625% thereafter, 7/01/06................................................  15,000,000          12,000,000
     Revlon Worldwide Corp., senior disc. notes, Series B, (original accretion rate 10.75%), 0.00%, 3/15/01
                                                                                             50,000,000          36,375,000
     Revlon Worldwide Corp., senior secured disc. notes, Series B (original accretion rate 12.00%), 0.00%, 3/15/98
                                                                                             40,000,000          38,999,640
     Uniroyal Chemical Co. Investors, discount notes, zero coupon to 5/01/98, (original accretion rate 12.00%),
      12.00% thereafter, 5/01/05 ..........................................................  12,000,000          11,520,000
                                                                                                              -------------
     Total Zero Coupon/Step-up Bonds (Cost $268,792,356)                                                        297,427,140
                                                                                                              -------------
     Total Long Term Investments (Cost $7,129,432,474)                                                        7,872,822,469
                                                                                                              -------------
    fRepurchase Agreements  5.2%
     Joint Repurchase Agreement, 6.010%, 10/01/97, (Maturity Value $435,757,846)
     (Cost $435,685,111) .................................................................. 435,685,111         435,685,111
                                                                                                              -------------
     Collateralized by U.S. Treasury Bills & Notes
      Aubrey G. Lanston & Co., Inc., (Maturity Value $33,117,596)
      BA Securities, Inc., (Maturity Value $33,117,596)
      Barclays de Zoete Wedd Securities, Inc., (Maturity Value $38,346,694)
      Bear, Stearns & Co., Inc., (Maturity Value $33,117,596)
      CIBC Wood Gundy Securities Corp., (Maturity Value $33,117,596)
      Donaldson, Lufkin & Jenrette Securities Corp., (Maturity Value $33,117,596)
      Dresdner Kleinwort Benson North America, L.L.C., (Maturity Value $33,117,596)
      Fuji Securities, Inc., (Maturity Value $33,117,596)
      Lehman Brothers, Inc., (Maturity Value $33,117,596)
      Sanwa Securities (USA) Co., L.P., (Maturity Value $33,117,596)
      SBC Warburg, Inc., (Maturity Value $33,117,596)
      The Nikko Securities Co. International, Inc., (Maturity Value $33,117,596)
      UBS Securities, L.L.C., (Maturity Value $33,117,596)
     Total Investments (Cost $7,565,117,585)  98.4%                                                           8,308,507,580
     Other Assets, less Liabilities  1.6%                                                                       138,911,657
                                                                                                              -------------
     Net Assets  100.0%                                                                                      $8,447,419,237
                                                                                                              =============






CURRENCY ABBREVIATIONS:  ZAR - South African Rand
*Securities traded in U.S. dollars unless otherwise indicated.
aNon-income producing.
bSee Note 6 regarding restricted securities.
cSee Note 7 regarding defaulted securities.
eThe Investment Company Act of 1940 defines  "affiliated  companies" as investments in portfolio companies in which the Fund owns 5%
or more of the outstanding voting securities. Investments in "affiliated companies" at 9/30/97 were $34,853,586.
fSee Note 1(f) regarding joint repurchase agreement.
hZero coupon/step-up bonds. The current effective yield may vary. The original accretion rate will remain constant.



                                                 See notes to financial statements.
</TABLE>



<TABLE>
<CAPTION>
Financial Highlights

Franklin U.S. Government Securities Fund


                                                                                         Class I
                                                            ----------------------------------------------------------------
                                                                                 Year Ended September 30,
                                                            ----------------------------------------------------------------
                                                              1997          1996          1995          1994          1993
                                                            ----------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S>                                                           <C>           <C>           <C>           <C>           <C>  
Net asset value, beginning of year                            $6.72         $6.87         $6.51         $7.20         $7.26
                                                            ----------------------------------------------------------------
Income from investment operations:
 Net investment income                                          .48           .49           .50           .50           .56
 Net realized and unrealized gains (losses)                     .17          (.15)          .35          (.68)         (.06)
                                                            ----------------------------------------------------------------
Total from investment operations                                .65           .34           .85          (.18)          .50
                                                            ----------------------------------------------------------------
Less distributions:
 Dividends from net investment income                          (.48)         (.49)         (.49)         (.51)         (.56)
                                                            ----------------------------------------------------------------
Net asset value, end of year                                  $6.89         $6.72         $6.87         $6.51         $7.20
                                                            ================================================================

Total return*                                                 10.08%         5.15%        13.56%        (2.75%)        6.86%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's)                               $9,350,751    $10,129,483   $11,101,605   $11,668,747   $14,268,516
Ratio to average net assets:
 Expenses                                                       .64%          .61%          .61%          .55%          .52%
 Net investment income                                         7.01%         7.18%         7.50%         7.37%         7.71%
Portfolio turnover rate**                                      1.74%         8.01%         5.48%        18.28%        43.10%


*Total return does not reflect sales  commissions or the contingent  deferred sales charge,  and is not annualized.  Prior to May 1,
1994, dividends from net investment income were reinvested at the offering price.
**Maturity  of U.S.  government  issues and the  reinvestment  of the proceeds  thereof are  considered  as  purchases  and sales of
securities in computing the portfolio turnover rate.
</TABLE>



<TABLE>
<CAPTION>
                                                                       Class II
                                                            -------------------------------
                                                                Year Ended September 30,
                                                            -------------------------------
                                                            1997        1996        1995***
                                                            -------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
<S>                                                         <C>         <C>         <C>  
Net asset value, beginning of year                          $6.70       $6.85       $6.67
                                                            -------------------------------
Income from investment operations:
 Net investment income                                        .44         .45         .21
 Net realized and unrealized gains (losses)                   .17        (.15)        .16
                                                            -------------------------------
Total from investment operations                              .61         .30         .37
                                                            -------------------------------
Less distributions:
 Dividends from net investment income                        (.44)       (.45)       (.19)
                                                            -------------------------------
Net asset value, end of year                                $6.87       $6.70       $6.85
                                                            ===============================
Total return*                                                9.48%       4.55%       5.66%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's)                             $120,818    $57,657    $11,695
Ratio to average net assets:
 Expenses                                                    1.20%       1.17%       1.18%**
 Net investment income                                       6.44%       6.80%       6.48%**
Portfolio turnover rate****                                  1.74%       8.01%       5.48%

*Total return does not reflect sales commissions or the contingent deferred sales charge, and is not annualized.
**Annualized
***For the period May 1, 1995 (effective date) to September 30, 1995.
****Maturity  of U.S.  government  issues and the  reinvestment  of the proceeds  thereof are  considered  as purchases and sales of
securities in computing the portfolio turnover rate.
</TABLE>



                                                                Advisor Class
                                                            --------------------
                                                                   1997***
                                                            --------------------
Per Share Operating Performance
(for a share outstanding throughout the period)
Net asset value, beginning of period                               $6.76
                                                            --------------------
Income from investment operations:
 Net investment income                                               .38
 Net realized and unrealized gains                                   .12
                                                            --------------------
Total from investment operations                                     .50
                                                            --------------------
Less distributions:
 Dividends from net investment income                               (.36)
                                                            --------------------
Net asset value, end of period                                     $6.90
                                                            ====================
Total return*                                                       7.68%
Ratios/Supplemental Data
Net assets, end of period (000's)                                  $14,469
Ratio to average net assets:
 Expenses                                                            .56%**
 Net investment income                                              7.01%**
Portfolio turnover rate****                                         1.74%

*Total return is not annualized.
**Annualized
***For the period January 2, 1997 (effective date) to September 30, 1997.
****Maturity  of U.S.  government  issues and the  reinvestment  of the proceeds
thereof are  considered  as purchases  and sales of  securities in computing the
portfolio turnover rate.



                       See notes to financial statements.



<TABLE>
<CAPTION>
Statement of Investments, September 30, 1997


                                                                                             PRINCIPAL
     U.S. Government Securities Fund                                                           AMOUNT             VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
     Government National Mortgage Association (GNMA)  96.2%
     <S>                                                                                   <C>                 <C>         
     GNMA I, SF, 6.00%, 9/15/23 - 11/15/23                                                 $ 22,074,854        $ 21,183,910
     GNMA I, SF, 6.50%, 3/15/03 - 3/15/24                                                 1,092,073,836       1,072,839,335
     GNMA PL, 6.50%, 5/15/24                                                                 31,543,580          30,492,861
     GNMA II, 6.50%, 6/20/24 - 5/20/26                                                       68,369,075          66,678,681
     GNMA PL, 6.75%, 1/15/34                                                                 36,165,053          35,556,754
     GNMA I, SF, 6.75%, 3/15/26 - 5/15/26                                                     3,638,886           3,591,689
     GNMA II, 7.00%, 3/20/24 - 1/20/27                                                      361,599,298         360,721,829
     GNMA PL, 7.00%, 9/15/35                                                                  8,972,828           8,952,818
     GNMA I, SF, 7.00%, 4/15/16 - 12/15/26                                                1,947,488,993       1,957,194,527
     GNMA SF, 7.25%, 10/15/25 - 1/15/26                                                       8,453,141           8,507,038
     GNMA PL, 7.375%, 4/15/29                                                                35,197,401          35,420,199
     GNMA PL, 7.425%, 7/15/29                                                                21,060,952          21,350,540
     GNMA I, SF, 7.50%, 6/15/05 - 9/15/27                                                 1,427,246,695       1,460,906,630
     GNMA II, 7.50%, 10/20/22 - 2/20/27                                                     399,840,629         406,046,213
     GNMA PL, 7.75%, 10/15/12                                                                 5,563,384           5,891,011
     GNMA I, SF, 8.00%, 10/15/07 - 5/15/26                                                1,212,728,959       1,264,106,310
     GNMA II, 8.00%, 8/20/16 - 10/20/26                                                      92,723,709          95,960,711
     GNMA PL, 8.00%, 4/15/22 - 5/15/32                                                       47,421,733          49,079,673
     GNMA I, GPM, 8.25%, 3/15/17 - 11/15/17                                                   7,257,348           7,619,997
     GNMA PL, 8.25%, 12/15/20 - 2/15/28                                                      24,501,491          25,169,614
     GNMA I, SF, 8.50%, 5/15/16 - 11/15/24                                                  288,787,583         305,521,461
     GNMA II, 8.50%, 4/20/16 - 6/20/25                                                       55,583,113          58,723,875
     GNMA I, GPM, 8.75%, 3/20/17 - 7/20/17                                                    1,203,395           1,282,302
     GNMA I, SF, 9.00%, 10/15/04 - 7/15/23                                                  349,371,808         378,212,840
     GNMA II, 9.00%, 11/17/20 - 11/20/21                                                     18,816,641          20,254,966
     GNMA I, GPM, 9.25%, 5/15/16 - 1/15/17                                                    5,447,035           5,869,291
     GNMA I, SF, 9.50%, 5/15/09 - 2/15/23                                                   189,286,077         206,041,045
     GNMA II, 9.50%, 9/20/15 - 4/20/25                                                       18,847,438          20,364,468
     GNMA I, GPM, 10.00%, 11/15/09 - 11/15/13                                                 6,122,668           6,698,217
     GNMA I, SF, 10.00%, 4/15/12 - 4/15/25                                                  228,602,882         251,232,858
     GNMA II, 10.00%, 8/20/15 - 3/20/21                                                      27,896,102          30,358,976
     GNMA I, GPM, 10.25%, 2/15/16 - 2/15/21                                                   2,963,121           3,249,058
     GNMA I, SF, 10.50%, 8/15/00 - 10/15/21                                                 162,633,641         180,806,169
     GNMA II, 10.50%, 10/20/13 - 3/20/21                                                     43,751,757          47,971,676
     GNMA I, GPM, 11.00%, 12/15/09 - 3/15/11                                                 10,995,013          12,265,801
     GNMA I, SF, 11.00%, 1/15/01 - 5/15/21                                                  136,944,687         154,094,584
     GNMA II, 11.00%, 1/20/15 - 1/20/21                                                      12,677,536          13,982,908
     GNMA I, GPM, 11.25%, 6/15/13 - 1/15/16                                                   5,340,480           6,056,499
     GNMA I, GPM, 11.50%, 3/15/10 - 6/15/13                                                   2,035,766           2,319,575
     GNMA I, SF, 11.50%, 2/15/13 - 12/15/17                                                  28,933,813          33,230,430
     GNMA II, GPM, 11.50%, 7/20/13 - 1/20/14                                                    200,135             227,145
     GNMA II, 11.50%, 10/20/13 - 4/20/18                                                      2,001,752           2,289,805
     GNMA I, GPM, 11.75%, 7/15/13 - 12/15/15                                                  1,100,108           1,259,028
     GNMA I, GPM,  12.00%, 10/15/10 - 3/15/13                                                   573,880             659,811
     GNMA I, SF, 12.00%, 5/15/11 - 8/15/19                                                  135,158,860         156,901,538
     GNMA II, 12.00%, 9/20/13 - 2/20/16                                                       6,336,343           7,331,195
     GNMA I, GPM, 12.50%, 4/15/10 - 10/15/12                                                  1,020,236           1,180,410
     GNMA I, SF, 12.50%, 1/15/10 - 8/15/18                                                  117,995,423         137,948,490
     GNMA II, 12.50%, 9/20/13 - 11/20/15                                                      5,327,791           6,259,020
     GNMA I, GPM, 12.75%, 11/15/13 - 6/15/15                                                     61,085              71,515
     GNMA I, SF, 13.00%, 7/15/10 - 1/15/16                                                  110,563,204         130,897,073
     GNMA II, 13.00%, 11/20/13 - 9/20/15                                                      3,371,681           4,019,709
                                                                                                              -------------
     Total Long Term Investments (Cost $8,945,001,786)                                                        9,124,852,078
                                                                                                              -------------
    dShort Term Investments  3.5%
     U.S. Treasury Bills, 5.20% - 5.385%, 10/16/97 - 12/18/97 (Cost $330,270,612)                               330,355,770
                                                                                                              -------------
     Total Investments (Cost $9,275,272,398)  99.7%                                                           9,455,207,848
     Other Assets, less Liabilities  .3%                                                                         30,830,707
                                                                                                              -------------
     Net Assets  100.0%                                                                                      $9,486,038,555
                                                                                                              =============


dSecurities  are traded on a discount  basis;  the rates shown are the  discount
rates at the time of purchase by the Fund.



                       See notes to financial statements.
</TABLE>



<TABLE>
<CAPTION>
Financial Statements

Statements of Assets and Liabilities
September 30, 1997


                                                                                                           U.S. Government
                                               Growth Fund   DynaTech Fund  Utilities Fund   Income Fund   Securities Fund
                                             -------------------------------------------------------------------------------
Assets
Investments in securities:
 <S>                                           <C>            <C>            <C>             <C>             <C>           
 Cost                                          $ 433,324,038  $ 31,963,323   $1,719,080,804  $7,129,432,474  $9,275,272,398
                                             ===============================================================================
 Value                                         1,065,564,551   118,805,938    1,933,205,376   7,872,822,469   9,455,207,848
Repurchase agreements, at value and cost         513,568,914    71,941,218       21,783,487     435,685,111              --
Cash                                                 520,401       268,120               --         953,208          25,678
Receivables:
 Investment securities sold                               --       474,321       25,659,026      28,780,521              --
 Capital shares sold                               1,863,355       510,771          293,257      10,775,726       6,063,947
 Dividends and interest                              911,926        69,010       11,098,550     116,430,808      58,123,502
Other assets                                          44,235            --               --              --              --
                                             -------------------------------------------------------------------------------
      Total assets                             1,582,473,382   192,069,378    1,992,039,696   8,465,447,843   9,519,420,975
                                             -------------------------------------------------------------------------------
Liabilities
Payables:
 Investment securities purchased                     780,632            --           39,690         879,535              --
 Capital shares redeemed                             519,698       119,888        2,911,972       3,101,173      10,723,287
 To affiliates                                     1,557,135       187,480        1,474,481       6,403,110       5,902,063
 To shareholders                                     976,951       150,552        3,646,246       7,303,888      16,476,455
Other liabilities                                     37,454       124,113           68,646         340,900         280,615
                                             -------------------------------------------------------------------------------
      Total liabilites                             3,871,870       582,033        8,141,035      18,028,606      33,382,420
                                             -------------------------------------------------------------------------------
       Net assets, at value                   $1,578,601,512  $191,487,345   $1,983,898,661  $8,447,419,237  $9,486,038,555
                                             ===============================================================================
Net assets consist of:
 Undistributed net investment income            $ 19,890,444   $ 1,031,642      $ 8,991,193    $ 69,436,365     $ 7,036,041
 Net unrealized appreciation                     632,240,513    86,842,615      214,124,572     743,299,655     179,935,450
 Accumulated net realized gain (loss)             14,022,601     6,947,409       49,733,605      92,009,348    (391,695,649)
 Capital shares                                  912,447,954    96,665,679    1,711,049,291   7,542,673,869   9,690,762,713
                                             -------------------------------------------------------------------------------
      Net assets, at value                    $1,578,601,512  $191,487,345   $1,983,898,661  $8,447,419,237  $9,486,038,555
                                             ===============================================================================
</TABLE>



<TABLE>
<CAPTION>
                                                                                                              U.S. Government
                                                 Growth Fund   DynaTech Fund  Utilities Fund    Income Fund   Securities Fund
                                             ---------------------------------------------------------------------------------
Class I:
 <S>                                          <C>              <C>            <C>              <C>              <C>           
 Net assets, at value                         $1,435,560,588   $188,101,718   $1,953,272,944   $7,738,746,176   $9,350,751,451
                                             ---------------------------------------------------------------------------------
 Shares outstanding                               52,996,093     10,177,494      194,534,988    3,106,620,788    1,357,281,977
                                             ---------------------------------------------------------------------------------
 Net asset value per share*                           $27.09         $18.48           $10.04            $2.49            $6.89
                                             ---------------------------------------------------------------------------------
 Maximum offering price per share (NAV / 95.50%,
 NAV / 95.50%, NAV / 95.75%, NAV / 95.75%,
 NAV / 95.75%, respectively)                          $28.37         $19.35           $10.49            $2.60            $7.20
                                             ---------------------------------------------------------------------------------
Class II:
 Net assets, at value                          $ 117,217,991    $ 3,385,627     $ 21,906,391    $ 695,354,981    $ 120,817,740
                                             ---------------------------------------------------------------------------------
 Shares outstanding                                4,391,009        184,978        2,185,554      278,951,410       17,586,866
                                             ---------------------------------------------------------------------------------
 Net asset value per share*                           $26.70         $18.30           $10.02            $2.49            $6.87
                                             ---------------------------------------------------------------------------------
 Maximum offering price per share (NAV / 99%)                        $26.97           $18.48           $10.12            $2.52
                                             ---------------------------------------------------------------------------------
$6.94
Advisor Class:
 Net assets, at value                           $ 25,822,933             --      $ 8,719,326     $ 13,318,080     $ 14,469,364
                                             ---------------------------------------------------------------------------------
 Shares outstanding                                  951,931             --          868,767        5,366,210        2,097,990
                                             ---------------------------------------------------------------------------------
 Net asset value and maximum 
  offering price per share                            $27.13             --           $10.04            $2.48            $6.90
                                             ---------------------------------------------------------------------------------


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

</TABLE>


<TABLE>
<CAPTION>
Statements of Operations
for the year ended September 30, 1997



                                                                                                           U.S. Government
                                                 Growth Fund   DynaTech Fund  Utilities Fund  Income Fund  Securities Fund
                                             ---------------------------------------------------------------------------------
Investment income:
 <S>                                            <C>              <C>         <C>           <C>                     <C>
 Dividends                                      $ 12,800,457     $ 455,107   $108,058,105  $ 178,110,067           $--
 Interest                                         20,234,726     2,060,661     23,367,984    454,852,746   753,095,315
                                             ---------------------------------------------------------------------------------
      Total investment income                     33,035,183     2,515,768    131,426,089    632,962,813   753,095,315
                                             ---------------------------------------------------------------------------------
Expenses:
 Management fees (Note 5)                          6,295,304       840,480      9,987,693     35,364,027    44,411,776
 Distribution fees (Note 5)
  Class I                                          2,834,842       302,229      2,770,430     10,521,856     8,581,200
  Class II                                           882,927        11,669        141,957      3,355,689       560,866
 Transfer agent fees (Note 5)                      1,870,864       223,924      2,747,071      6,044,086     6,601,725
 Custodian fees                                       13,393         1,340         22,117        553,545        98,364
 Reports to shareholders                             408,393        57,076        683,112      1,528,428     2,398,393
 Registration and filing fees                        136,852        29,358        103,228        329,335       117,909
 Professional fees (Note 5)                           22,800         2,514         35,878        157,555       187,992
 Directors' fees and expenses                          7,662         1,446         12,502         40,882        49,872
 Other                                                30,906         2,496         55,779        157,753       227,010
                                             ---------------------------------------------------------------------------------
      Total expenses                              12,503,943     1,472,532     16,559,767     58,053,156    63,235,107
                                             ---------------------------------------------------------------------------------
       Net investment income                      20,531,240     1,043,236    114,866,322    574,909,657   689,860,208
                                             ---------------------------------------------------------------------------------
Realized and unrealized gains (losses):
 Net realized gain (loss) from:
  Investments                                     14,065,272     6,949,626     49,829,022    134,145,372   (29,505,613)
  Foreign currency transactions                           --            --             --       (228,340)           --
                                             ---------------------------------------------------------------------------------
 Net realized gain (loss)                         14,065,272     6,949,626     49,829,022    133,917,032   (29,505,613)
 Net unrealized appreciation on:
  Investments                                    215,960,743    33,474,575    112,850,805    523,936,056   285,289,807
  Translation of assets and liabilities denominated in
 foreign currencies                                       --            --             --         78,920            --
                                             ---------------------------------------------------------------------------------
 Net unrealized appreciation                     215,960,743    33,474,575    112,850,805    524,014,976   285,289,807
                                             ---------------------------------------------------------------------------------
Net realized and unrealized gains                230,026,015    40,424,201    162,679,827    657,932,008   255,784,194
                                             ---------------------------------------------------------------------------------
Net increase in net assets resulting
 from operations                                $250,557,255   $41,467,437   $277,546,149 $1,232,841,665  $945,644,402
                                             =================================================================================
</TABLE>



<TABLE>
<CAPTION>
Statements of Changes in Net Assets
for the years ended September 30, 1997 and 1996


                                        Growth Fund                    DynaTech Fund                  Utilities Fund
                              ----------------------------------------------------------------------------------------------
                                    1997           1996              1997          1996              1997          1996
                              ----------------------------------------------------------------------------------------------
Increase (decrease) in
 net assets:
  Operations:
   Net investment
 <S>                            <C>            <C>               <C>              <C>           <C>            <C>          
 income                         $ 20,531,240   $ 10,213,551      $ 1,043,236      $ 413,044     $ 114,866,322  $ 141,159,184
   Net realized gain from
 investments                      14,065,272     13,376,673        6,949,626      3,012,745        49,829,022    101,323,796
   Net unrealized appre-
 ciation (depreciation)
 on investments                  215,960,743    131,354,444       33,474,575      8,557,033       112,850,805    (76,822,756)
                              ----------------------------------------------------------------------------------------------
      Net increase in net
 assets resulting
 from operations                 250,557,255    154,944,668       41,467,437     11,982,822       277,546,149    165,660,224
Distributions to shareholders
 from:
  Net investment income:
   Class I                       (10,432,896)    (6,279,423)        (415,339)      (854,965)     (113,914,994)  (138,119,821)
   Class II                         (420,404)       (57,905)            (177)            --        (1,067,340)      (747,247)
   Advisor Class                          --             --               --             --          (277,630)            --
  Net realized gains:
   Class I                        (9,283,568)    (5,915,536)      (3,013,708)    (1,652,070)     (100,515,956)   (19,902,855)
   Class II                         (554,318)       (56,415)          (1,254)            --          (903,261)       (78,972)
Capital share transactions
 (Note 2):
  Class I                        202,804,236    167,861,410       45,863,685      2,045,538      (507,188,024)  (372,680,729)
  Class II                        58,785,996     36,380,327        3,078,539            199         1,602,454     11,740,921
  Advisor Class                   23,241,991             --               --             --         8,401,319             --
                              ----------------------------------------------------------------------------------------------
      Net increase
 (decrease) in
 net assets                      514,698,292    346,877,126       86,979,183     11,521,524      (436,317,283)  (354,128,479)
Net assets:
 Beginning of year             1,063,903,220    717,026,094      104,508,162     92,986,638     2,420,215,944  2,774,344,423
                              ----------------------------------------------------------------------------------------------
 End of year                  $1,578,601,512 $1,063,903,220     $191,487,345   $104,508,162    $1,983,898,661 $2,420,215,944
                              ----------------------------------------------------------------------------------------------
Ending undistributed net
 investment income included
 in net assets                  $ 19,890,444   $ 10,212,504      $ 1,031,642      $ 403,922       $ 8,991,193    $ 9,384,835
                              ==============================================================================================
</TABLE>



<TABLE>
<CAPTION>
                                                                             Income Fund           U.S. Government Securities Fund
                                                                 -------------------------------------------------------------------
                                                                         1997          1996              1997          1996
                                                                 -------------------------------------------------------------------
Increase (decrease) in net assets:
 Operations:
  <S>                                                              <C>            <C>              <C>            <C>          
  Net investment income                                            $ 574,909,657  $ 521,625,487    $ 689,860,208  $ 767,312,081
  Net realized gain (loss) from investments and foreign currency
   transactions                                                      133,917,032     54,450,898      (29,505,613)   (50,886,927)
  Net unrealized appreciation (depreciation) on investments and
   translation of assets and liabilities denominated in foreign
   currencies                                                        524,014,976     12,739,334      285,289,807   (183,394,082)
                                                                 -------------------------------------------------------------------
      Net increase in net assets resulting from operations         1,232,841,665    588,815,719      945,644,402    533,031,072
Distributions to shareholders from:
 Net investment income:
  Class I                                                           (545,342,618)  (496,461,082)    (694,284,790)  (772,347,077)
  Class II                                                           (35,350,218)   (14,090,940)      (5,467,178)    (2,259,432)
  Advisor Class                                                         (498,714)            --         (363,656)            --
 Net realized gains:
  Class I                                                            (29,741,890)   (70,836,803)              --             --
  Class II                                                            (1,712,633)    (1,197,351)              --             --
Capital share transactions (Note 2):
 Class I                                                             382,416,473    888,950,957   (1,021,750,769)  (731,361,799)
 Class II                                                            308,632,125    276,676,397       60,845,500     46,777,619
 Advisor Class                                                        12,707,793             --       14,274,791             --
                                                                 -------------------------------------------------------------------
      Net increase (decrease) in net assets                        1,323,951,983  1,171,856,897     (701,101,700)  (926,159,617)
Net assets:
 Beginning of year                                                 7,123,467,254  5,951,610,357   10,187,140,255 11,113,299,872
                                                                 -------------------------------------------------------------------
 End of year                                                      $8,447,419,237 $7,123,467,254  $ 9,486,038,555 $10,187,140,255
                                                                 -------------------------------------------------------------------
Ending undistributed net investment income included
 in net assets                                                      $ 69,436,365   $ 34,315,598      $ 7,036,041    $ 17,291,457
                                                                 ===================================================================
</TABLE>



                       See notes to financial statements.



Notes to Financial Statements


1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Franklin  Custodian Funds, Inc. (the Company) is registered under the Investment
Company Act of 1940 as an open-end,  diversified investment company,  consisting
of five series (the Funds). The Funds and their investment policies are:

Capital Growth    Growth and Income   Current Income
- -------------------------------------------------------------------------
Growth Fund       Utilities Fund      U.S. Government Securities Fund
DynaTech Fund     Income Fund

The following summarizes the Funds' significant accounting policies.

a. Security Valuation:

Securities  listed or traded on a  recognized  national  exchange  or NASDAQ are
valued at the latest  reported  sales  price.  Over-the-counter  securities  and
listed  securities  for which no sale is reported are valued within the range of
the latest quoted bid and asked prices. Restricted securities and securities for
which market  quotations  are not readily  available are valued at fair value as
determined by management in accordance with procedures  established by the Board
of Directors.

b. Income Taxes:

No  provision  has been made for income taxes  because each Fund's  policy is to
qualify as a regulated  investment  company under the Internal  Revenue Code and
distribute all of its taxable income.

c. Security Transactions, Investment Income, Expenses and Distributions:

Security transactions are accounted for on trade date. Realized gains and losses
on security  transactions  are  determined on a specific  identification  basis.
Interest  income and  estimated  expenses are accrued  daily.  Bond  discount is
amortized  on  an  income  tax  basis.  Dividend  income  and  distributions  to
shareholders are recorded on the ex-dividend date.

Common  expenses  incurred by the Company are allocated among the Funds based on
the ratio of net assets of each Fund to the combined net assets.  Other expenses
are charged to each Fund on a specific identification basis.

Realized and unrealized gains and losses and net investment  income,  other than
class specific expenses,  are allocated daily to each class of shares based upon
the relative proportion of net assets of each class.

d. Accounting Estimates:

The preparation of 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 expense during the reporting
period. Actual results could differ from those estimates.

e. Foreign Currency Translation:

Portfolio  securities  and other assets and  liabilities  denominated in foreign
currencies are translated  into U.S.  dollars based on the exchange rate of such
currencies against U.S. dollars on the date of valuation. Purchases and sales of
securities  and income items  denominated  in foreign  currencies are translated
into U.S. dollars at the exchange rate in effect on the transaction date.

The Funds do not  separately  report the  effect of changes in foreign  exchange
rates  from  changes in market  prices on  securities  held.  Such  changes  are
included in net realized and unrealized gains or losses from investments.

Realized   foreign  exchange  gains  or  losses  arise  from  sales  of  foreign
currencies,  currency gains or losses realized  between the trade and settlement
dates on  securities  transactions,  and the  difference  between  the  recorded
amounts of dividends,  interest,  and foreign  withholding  taxes,  and the U.S.
dollar  equivalent  of the amounts  actually  received or paid.  Net  unrealized
foreign  exchange gains and losses arise from changes in foreign  exchange rates
on foreign currency denominated assets and liabilities other than investments in
securities held at the end of the reporting period.


1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (cont.)

f. Repurchase Agreement:

The Funds,  except the U.S.  Government  Securities Fund, may enter into a joint
repurchase  agreement  whereby their uninvested cash balance is deposited into a
joint cash  account to be used to invest in one or more  repurchase  agreements.
The value and face amount of the joint repurchase agreement are allocated to the
Funds based on their pro-rata interest.  A repurchase agreement is accounted for
as a loan by the Fund to the  seller,  collateralized  by  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 Funds, with the value of the underlying securities marked
to market daily to maintain  coverage of at least 100%.  At September  30, 1997,
all outstanding repurchase agreements held by the Funds had been entered into on
that date.


2. CAPITAL STOCK

Effective  September 16, 1996,  the Dynatech Fund offered two classes of shares:
Class I and Class II.  Outstanding  shares  before that date were  designated as
Class I shares.  Effective January 2, 1997, the Funds, except the Dynatech Fund,
offered  Advisor Class shares to qualified  investors.  The shares have the same
rights except for their initial sales load,  distribution fees, voting rights on
matters affecting a single class and the exchange privilege of each class.

At  September  30,  1997,  there were 19 billion  shares  authorized  ($0.01 par
value), allocated to the Funds as follows:


<TABLE>
<CAPTION>
                                                                                                          U.S. Government
                                            Growth Fund    DynaTech Fund   Utilities Fund   Income Fund   Securities Fund
                                        ---------------------------------------------------------------------------------
<S>                                         <C>             <C>              <C>           <C>              <C>          
Class I                                     250,000,000     250,000,000      400,000,000   4,600,000,000    2,500,000,000
Class II                                    250,000,000     250,000,000      400,000,000   3,600,000,000    2,500,000,000
Advisor Class                             1,000,000,000              --    1,000,000,000   1,000,000,000    1,000,000,000
</TABLE>

Transactions in the Funds' shares were as follows:

<TABLE>
<CAPTION>
                                                                    Growth Fund                      DynaTech Fund
                                                            ------------------------------------------------------------
                                                               Shares        Amount              Shares        Amount
                                                            ------------------------------------------------------------
Class I Shares
1997
 <S>                                                        <C>          <C>                   <C>         <C>         
 Shares sold                                                19,647,652   $ 486,355,148         7,207,685   $118,420,191
 Shares issued in reinvestment of distributions                742,458      17,759,635           199,095      3,046,165
 Shares redeemed                                           (12,109,484)   (301,310,547)       (4,675,913)   (75,602,671)
                                                            ------------------------------------------------------------
 Net increase                                                8,280,626   $ 202,804,236         2,730,867   $ 45,863,685
                                                            ------------------------------------------------------------
1996
 Shares sold                                                14,573,392   $ 309,789,082         3,079,877   $ 39,604,883
 Shares issued in reinvestment of distributions                540,805      10,967,608           177,727      2,205,599
 Shares redeemed                                            (7,187,477)   (152,895,280)       (3,085,060)   (39,764,944)
                                                            ------------------------------------------------------------
 Net increase                                                7,926,720   $ 167,861,410           172,544    $ 2,045,538
                                                            ------------------------------------------------------------
Class II Shares
1997
 Shares sold                                                 3,570,458    $ 86,687,120           275,202    $ 4,648,946
 Shares issued in reinvestment of distributions                 38,528         914,269                94          1,430
 Shares redeemed                                            (1,139,059)    (28,815,393)          (90,332)    (1,571,837)
                                                            ------------------------------------------------------------
 Net increase                                                2,469,927    $ 58,785,996           184,964    $ 3,078,539
                                                            ------------------------------------------------------------
1996+
 Shares sold                                                 1,925,516    $ 41,102,731                14          $ 199
 Shares issued in reinvestment of distributions                  4,957         100,242                --             --
 Shares redeemed                                              (224,665)     (4,822,646)               --             --
                                                            ------------------------------------------------------------
 Net increase                                                1,705,808    $ 36,380,327                14          $ 199
                                                            ------------------------------------------------------------
</TABLE>


2. CAPITAL STOCK (cont.)


<TABLE>
<CAPTION>
                                                                     Growth Fund
                                                            ----------------------------
                                                               Shares         Amount
                                                            ----------------------------
Advisor Class Shares
1997++
 <S>                                                         <C>          <C>         
 Shares sold                                                 1,309,960    $ 32,540,802
 Shares issued in reinvestment of distributions                     --              --
 Shares redeemed                                              (358,029)     (9,298,811)
                                                            ----------------------------
 Net increase                                                  951,931    $ 23,241,991
                                                            ============================


                                 Utilities Fund                     Income Fund             U.S. Government Securities Fund
                         ----------------------------------------------------------------------------------------------------------
                             Shares        Amount              Shares       Amount              Shares        Amount
Class I Shares
1997
 <S>                      <C>          <C>                  <C>          <C>                  <C>            <C>          
 Shares sold              12,100,694   $ 117,393,777        538,060,045  $ 1,275,083,285      78,194,660     $ 530,758,896
 Shares issued in
reinvestment of
distributions             17,222,762     165,255,047        145,251,547      342,526,929       47,930,052      324,058,840
 Shares redeemed         (81,440,706)   (789,836,848)      (520,661,763)  (1,235,193,741)    (276,583,345)  (1,876,568,505)
                         ----------------------------------------------------------------------------------------------------------
 Net increase
(decrease)               (52,117,250)  $(507,188,024)       162,649,829   $  382,416,473     (150,458,633) $(1,021,750,769)
                         ==========================================================================================================
1996
 Shares sold              21,426,300   $ 215,939,345        642,104,925   $1,473,287,913       85,184,579    $ 579,402,859
 Shares issued in
reinvestment of
distributions             11,952,242     118,303,240        150,894,313      344,863,416       51,937,467      352,406,036
 Shares redeemed         (70,389,767)   (706,923,314)      (405,681,073)    (929,200,372)    (245,065,339)  (1,663,170,694)
                         ----------------------------------------------------------------------------------------------------------
 Net increase
(decrease)               (37,011,225)  $(372,680,729)       387,318,165    $ 888,950,957     (107,943,293)  $ (731,361,799)
                         ==========================================================================================================
Class II Shares:
1997
 Shares sold                 853,797     $ 8,267,730        151,188,247    $ 359,348,533       11,765,224     $ 79,728,970
 Shares issued in
reinvestment of
distributions                164,131       1,574,635          9,605,212       22,720,777          527,102        3,558,535
 Shares redeemed            (854,260)     (8,239,911)       (30,837,863)     (73,437,185)      (3,311,245)     (22,442,005)
                         ----------------------------------------------------------------------------------------------------------
 Net increase                163,668    $  1,602,454        129,955,596    $ 308,632,125        8,981,081     $ 60,845,500
                         ==========================================================================================================
1996
 Shares sold               1,459,417   $  14,693,105        126,159,539    $ 289,827,410        7,668,930     $ 51,954,655
 Shares issued in
reinvestment of
distributions                 67,296         663,744          4,108,044        9,379,710          212,412        1,428,321
 Shares redeemed            (363,584)     (3,615,929)        (9,852,944)     (22,530,723)        (982,730)      (6,605,357)
                         ----------------------------------------------------------------------------------------------------------
 Net increase              1,163,129   $  11,740,920        120,414,639    $ 276,676,397        6,898,612     $ 46,777,619
                         ==========================================================================================================
Advisor Class Shares
1997++
 Shares sold               1,303,704    $ 12,598,164        $ 5,630,896     $ 13,341,229        2,433,391     $ 16,553,387
 Shares issued in
reinvestment of
distributions                 23,787         228,226            198,471          470,649           40,139          272,353
 Shares redeemed            (458,724)     (4,425,071)          (463,157)      (1,104,085)        (375,540)      (2,550,949)
                         ----------------------------------------------------------------------------------------------------------
 Net increase                868,767     $ 8,401,319          5,366,210     $ 12,707,793        2,097,990     $ 14,274,791
                         ==========================================================================================================
</TABLE>


+For the period September 16, 1996 to September 30, 1996 for the DynaTech Fund.
++For the period  January 2, 1997 to September 30, 1997 for the Advisor Class of
shares.


3. INCOME TAXES

At September 30, 1997, the U.S. Government Securities Fund had tax basis capital
losses which may be carried over to offset  future  capital  gains.  Such losses
expire as follows:


                                                   U.S. Government
                                                   Securities Fund
                                                 -------------------
Capital loss carryovers expiring in: 1998            $ 74,910,973
1999                                                   67,082,683
2002                                                  111,364,839
2003                                                    3,698,366
2004                                                   57,539,178
2005                                                   50,163,272
                                                  ------------------
                                                     $364,759,311
                                                  ==================


At September 30, 1997, the U.S. Government  Securities Fund has deferred capital
losses  occurring  subsequent  to  October  31,  1996  of  $26,936,338.  For tax
purposes, such losses will be reflected in the year ending September 30, 1998.

At September  30, 1997,  the net  unrealized  appreciation  based on the cost of
investments for income tax purposes were as follows:


<TABLE>
<CAPTION>
                                                                                                             U.S. Government
                                              Growth Fund   DynaTech Fund   Utilities Fund   Income Fund     Securities Fund
                                             ---------------------------------------------------------------------------------------
<S>                                           <C>           <C>             <C>             <C>              <C>           
Investments at cost                           $946,892,952  $103,904,541    $1,740,866,691  $7,565,117,585   $9,275,272,398
                                             =======================================================================================
Unrealized appreciation                        636,362,182    87,927,057       276,918,447     952,185,112      228,149,762
Unrealized depreciation                         (4,121,669)   (1,084,442)      (62,796,275)   (208,795,117)     (48,214,312)
                                             ---------------------------------------------------------------------------------------
Net unrealized appreciation                   $632,240,513  $ 86,842,615     $ 214,122,172   $ 743,389,995    $ 179,935,450
                                             =======================================================================================
</TABLE>


On September 30, 1997, the U.S.  Government  Securities Fund had expired capital
loss carryovers of $92,974,800, which were reclassified to paid-in capital.

Net realized  capital  gains  (losses)  differ for  financial  statement and tax
purposes primarily due to differing treatment of wash sales and foreign currency
transactions.


4. INVESTMENT TRANSACTIONS

Purchases and sales of securities (excluding short-term securities) for the year
ended September 30, 1997 were as follows:

<TABLE>
<CAPTION>
                                                                                     U.S. Government
                     Growth Fund    DynaTech Fund   Utilities Fund   Income Fund     Securities Fund
                    --------------------------------------------------------------------------------
<S>                 <C>             <C>             <C>              <C>               <C>          
Purchases           $16,813,002     $ 5,686,527     $154,865,918     $1,818,477,788    $ 166,498,741
Sales               $41,064,242     $14,415,668     $708,395,259     $1,163,969,287   $1,223,668,692
</TABLE>


5. TRANSACTIONS WITH AFFILIATES

Certain  officers and directors of the Funds are also officers and/or  directors
of Franklin Advisers,  Inc. (Advisers),  Franklin/Templeton  Distributors,  Inc.
(Distributors),   Franklin   Templeton   Services,   Inc.  (FT   Services)   and
Franklin/Templeton  Investor  Services,  Inc.  (Investor  Services),  the Funds'
investment manager,  principal underwriter,  administrative manager and transfer
agent, respectively.

Under an agreement with Advisers, FT Services provides  administrative  services
to the Funds. The fee is paid by Advisers based on average daily net assets, and
is not an additional expense of the Funds.



5. TRANSACTIONS WITH AFFILIATES (cont.)

The Funds pay an investment  management fee to Advisers based on the average net
assets of the Funds as follows:

       Annualized
        Fee Rate     Month End Net Assets
     ---------------------------------------------------------------------------
         0.625%      First $100 million
         0.500%      Over $100 million, up to and including $250 million
         0.450%      Over $250 million, up to and including $10 billion
         0.440%      Over $10 billion, up to and including $12.5 billion

Fees are further reduced on net assets over $12.5 billion.

The  Income,   Utilities  and  U.S.   Government   Securities   Funds  reimburse
Distributors  up to 0.15% and 0.65% per year of the average  daily net assets of
Class I and Class II,  respectively,  for costs incurred in marketing the Funds'
shares.  The Growth and DynaTech Funds  reimburse  Distributors  up to 0.25% and
1.00%  per  year of the  average  daily  net  assets  of Class I and  Class  II,
respectively, for costs incurred in marketing the Funds' shares.

Distributors  received (paid) net commissions on sales of the Funds shares,  and
received contingent deferred sales charges for the year as follows:

<TABLE>
<CAPTION>
                                                                                                            U.S. Government
                                           Growth Fund    DynaTech Fund    Utilities Fund    Income Fund    Securities Fund
                                        -----------------------------------------------------------------------------------
<S>                                        <C>              <C>              <C>             <C>              <C>       
Net commissions received (paid)            $(638,760)       $6,197           $ 3,400         $(2,163,815)     $(540,705)
Contingent deferred sales charges           $ 47,529        $1,344           $19,661           $ 293,033       $ 56,854
</TABLE>

During the year ended  September 30, 1997,  legal fees of $74,098 were paid to a
law firm in which an officer of the Company is a partner.


6. RESTRICTED SECURITIES


The Funds may purchase  securities  through a private  offering  that  generally
cannot be sold to the public without prior registration under the Securities Act
of 1933.  The  costs of  registering  such  securities  are paid by the  issuer.
Restricted securities held in the Funds at September 30, 1997 are as follows:

<TABLE>
<CAPTION>
     Shares/
     Warrants        Issuer                                                Acquisition Date     Cost              Value
     -------------------------------------------------------------------------------------------------------------------------
     Income Fund
     <S>                                                                        <C>         <C>                <C>         
     2,097,122      Bibb Co.                                                    9/27/96     $29,681,742        $ 15,728,415
     1,281,869      Boardwalk Casino, Inc., Warrants                            4/12/95       2,643,855           1,874,092
     1,600,000      CMS Energy Trust I, 7.75%, cvt. pfd.                        6/18/97      80,000,000          87,059,520
        59,258      Jewel Recovery, L.P.                                        7/30/93          42,074              28,444
                                                                                                              -------------
Total Restricted Securities Held in the Income Fund (1.24% of Net Assets)                                      $104,690,471
                                                                                                              =============
     Utilities Fund
       705,000      CMS Energy Trust I, 7.75%, cvt. pfd. (1.93% of Net Assets)  6/18/97      35,250,000        $ 38,360,601
                                                                                                              =============
     Growth Fund
       115,100      FRM Nexus (0.00% of Net Assets)                            8/1/89           421,013               $ 115
                                                                                                              =============
</TABLE>


7. CREDIT RISK AND DEFAULTED SECURITIES

The  Income  Fund has  37.2%  of its  portfolio  invested  in  lower  rated  and
comparable  quality  unrated  high  yield  securities,  which  tend  to be  more
sensitive to economic conditions than higher rated securities.  The risk of loss
due to default by the issuer may be  significantly  greater  for the  holders of
high yielding securities because such securities are generally unsecured and are
often  subordinated to other creditors of the issuer. At September 30, 1997, the
Income Fund held one defaulted security with a value of $19,750,000 representing
0.2% of the Fund's net assets.  For information as to specific  securities,  see
the accompanying Statement of Investments.


7. CREDIT RISK AND DEFAULTED SECURITIES (cont.)

For financial  reporting  purposes,  the Funds  discontinue  accruing  income on
defaulted bonds and provide estimates for losses on interest receivable.

The Utilities  Fund has  investments in excess of 10% of its total net assets in
the  Utilities   industry.   Such  concentration  may  subject  the  Funds  more
significantly to economic changes occurring within that industry.


8. OTHER CONSIDERATIONS

Advisers,  as the  Funds'  manager,  may  serve as a member  of  various  credit
committees,  representing  credit interests in certain  corporate  restructuring
negotiations. Currently, the manager serves on the credit committees for Harvard
Industries.  As a result of this  involvement,  Advisers may be in possession of
certain material non-public information.  The Funds' manager has not nor does it
intend to sell any of its holdings in these  securities  while in  possession of
this information.


Report of Independent Accountants
To the Shareholders and Board of Directors
of Franklin Custodian Funds:

We have audited the  accompanying  statements of assets and  liabilities  of the
five Funds comprising the Franklin  Custodian Funds, Inc.  including each Fund's
statement of investments,  as of September 30, 1997, and the related  statements
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 periods  presented.  These  financial  statements  and financial
highlights are the responsibility of the Funds'  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
September 30, 1997, 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
five Funds  comprising the Franklin  Custodian  Funds,  Inc. as of September 30,
1997, the results of their  operations  for the year then ended,  the changes in
their net assets for each of the two years in the period then  ended,  and their
financial  highlights for the periods  presented,  in conformity  with generally
accepted accounting principles.


COOPERS & LYBRAND L.L.P.


San Francisco, California
October 28, 1997



Tax Designation


Under Section 854(b)(2) of the Internal Revenue Code, the Funds hereby designate
the  ordinary  income  dividends as income  qualifying  the  dividends  received
deduction for the fiscal year ended September 30, 1997 as follows:

Growth Fund 100.00%         DynaTech Fund 100.00%   
Utilities Fund 91.13%       Income Fund 25.98%










Franklin Custodian Funds Annual Report September 30, 1997


APPENDIX

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


GRAPHIC MATERIAL (1)

The following line graph hypothetically compares the performance of the Franklin
Growth  Fund -  Class I  shares  to that of the  S&P  500,  based  on a  $10,000
investment from 10/1/87 to 9/30/97.

<TABLE>
<CAPTION>

  Period Ending         Fund                Index
      <S>              <C>                  <C>
      10/1/1987        $9,550               $10,000
     10/31/1987        $8,525                $7,846
     11/30/1987        $7,918                $7,199
     12/31/1987        $8,650                $7,747
      1/31/1988        $8,798                $8,074
      2/29/1988        $9,268                $8,450
      3/31/1988        $9,062                $8,189
      4/30/1988        $9,086                $8,280
      5/31/1988        $9,005                $8,351
      6/30/1988        $9,479                $8,734
      7/31/1988        $9,335                $8,701
      8/31/1988        $8,904                $8,405
      9/30/1988        $9,244                $8,763
     10/31/1988        $9,345                $9,007
     11/30/1988        $9,263                $8,878
     12/31/1988        $9,440                $9,033
      1/31/1989       $10,054                $9,695
      2/28/1989        $9,823                $9,453
      3/31/1989        $9,917                $9,673
      4/30/1989       $10,432               $10,175
      5/31/1989       $10,658               $10,588
      6/30/1989       $10,545               $10,527
      7/31/1989       $11,394               $11,478
      8/31/1989       $11,817               $11,703
      9/30/1989       $11,753               $11,655
     10/31/1989       $11,345               $11,384
     11/30/1989       $11,483               $11,617
     12/31/1989       $11,686               $11,895
      1/31/1990       $11,158               $11,097
      2/28/1990       $11,315               $11,240
      3/31/1990       $11,681               $11,538
      4/30/1990       $11,610               $11,251
      5/31/1990       $12,465               $12,348
      6/30/1990       $12,459               $12,265
      7/31/1990       $12,363               $12,226
      8/31/1990       $11,275               $11,121
      9/30/1990       $10,873               $10,579
     10/31/1990       $10,873               $10,534
     11/30/1990       $11,514               $11,214
     12/31/1990       $11,929               $11,527
      1/31/1991       $12,626               $12,030
      2/28/1991       $13,495               $12,890
      3/31/1991       $13,610               $13,202
      4/30/1991       $13,688               $13,233
      5/31/1991       $14,188               $13,804
      6/30/1991       $13,579               $13,171
      7/31/1991       $14,052               $13,785
      8/31/1991       $14,240               $14,112
      9/30/1991       $14,000               $13,876
     10/31/1991       $14,302               $14,062
     11/30/1991       $13,823               $13,496
     12/31/1991       $15,115               $15,039
      1/31/1992       $14,969               $14,760
      2/29/1992       $15,228               $14,950
      3/31/1992       $14,850               $14,659
      4/30/1992       $14,915               $15,090
      5/31/1992       $14,828               $15,163
      6/30/1992       $14,525               $14,938
      7/31/1992       $14,882               $15,548
      8/31/1992       $14,558               $15,230
      9/30/1992       $14,817               $15,408
     10/31/1992       $15,001               $15,460
     11/30/1992       $15,358               $15,986
     12/31/1992       $15,563               $16,183
      1/31/1993       $15,397               $16,319
      2/28/1993       $15,188               $16,540
      3/31/1993       $15,420               $16,889
      4/30/1993       $15,464               $16,481
      5/31/1993       $15,849               $16,921
      6/30/1993       $15,519               $16,970
      7/31/1993       $15,331               $16,902
      8/31/1993       $15,860               $17,543
      9/30/1993       $15,695               $17,407
     10/31/1993       $16,179               $17,768
     11/30/1993       $16,213               $17,599
     12/31/1993       $16,668               $17,812
      1/31/1994       $16,905               $18,418
      2/28/1994       $16,397               $17,918
      3/31/1994       $15,583               $17,137
      4/30/1994       $15,911               $17,357
      5/31/1994       $16,182               $17,641
      6/30/1994       $16,058               $17,209
      7/31/1994       $16,510               $17,773
      8/31/1994       $17,357               $18,502
      9/30/1994       $16,905               $18,051
     10/31/1994       $17,256               $18,457
     11/30/1994       $16,804               $17,785
     12/31/1994       $17,155               $18,048
      1/31/1995       $17,418               $18,516
      2/28/1995       $18,127               $19,238
      3/31/1995       $18,767               $19,805
      4/30/1995       $19,305               $20,388
      5/31/1995       $19,728               $21,203
      6/30/1995       $20,494               $21,695
      7/31/1995       $21,512               $22,415
      8/31/1995       $21,478               $22,471
      9/30/1995       $22,164               $23,420
     10/31/1995       $22,290               $23,335
     11/30/1995       $23,548               $24,360
     12/31/1995       $23,743               $24,830
      1/31/1996       $24,428               $25,674
      2/29/1996       $24,951               $25,913
      3/31/1996       $25,044               $26,162
      4/30/1996       $25,555               $26,546
      5/31/1996       $26,043               $27,231
      6/30/1996       $25,857               $27,335
      7/31/1996       $24,521               $26,126
      8/31/1996       $25,207               $26,678
      9/30/1996       $26,531               $28,180
     10/31/1996       $26,601               $28,957
     11/30/1996       $28,273               $31,146
     12/31/1996       $27,704               $30,530
      1/31/1997       $28,402               $32,438
      2/28/1997       $28,461               $32,691
      3/31/1997       $27,752               $31,347
      4/30/1997       $28,745               $33,219
      5/31/1997       $30,329               $35,242
      6/30/1997       $30,897               $36,821
      7/31/1997       $32,127               $39,752
      8/31/1997       $31,051               $37,525
      9/30/1997       $32,032               $39,582
</TABLE>

GRAPHIC MATERIAL (2)

The following line graph hypothetically compares the performance of the Franklin
Growth  Fund - Class  II  shares  to that of the S&P  500,  based  on a  $10,000
investment from 5/1/95 to 9/30/97.

<TABLE>
<CAPTION>
Period Ending            Fund              Index
        <S>             <C>                <C>
         5/1/1995       $9,900             $10,000
        5/31/1995      $10,135             $10,400
        6/30/1995      $10,517             $10,641
        7/31/1995      $11,040             $10,995
        8/31/1995      $11,011             $11,022
        9/30/1995      $11,357             $11,487
       10/31/1995      $11,410             $11,446
       11/30/1995      $12,051             $11,948
       12/31/1995      $12,142             $12,179
        1/31/1996      $12,482             $12,593
        2/29/1996      $12,744             $12,710
        3/31/1996      $12,786             $12,832
        4/30/1996      $13,037             $13,021
        5/31/1996      $13,281             $13,357
        6/30/1996      $13,180             $13,407
        7/31/1996      $12,488             $12,815
        8/31/1996      $12,828             $13,085
        9/30/1996      $13,496             $13,822
       10/31/1996      $13,526             $14,203
       11/30/1996      $14,367             $15,277
       12/31/1996      $14,068             $14,975
        1/31/1997      $14,407             $15,911
        2/28/1997      $14,431             $16,035
        3/31/1997      $14,061             $15,376
        4/30/1997      $14,558             $16,294
        5/31/1997      $15,351             $17,286
        6/30/1997      $15,624             $18,060
        7/31/1997      $16,242             $19,498
        8/31/1997      $15,678             $18,406
        9/30/1997      $16,169             $19,415
</TABLE>

GRAPHIC MATERIAL (3)

The following line graph hypothetically compares the performance of the Franklin
Growth Fund - Advisor  Class  shares to that of the S&P 500,  based on a $10,000
investment from 10/1/87 to 9/30/97.

<TABLE>
<CAPTION>

   Period Ending        Fund                Index
    <S>                 <C>                 <C>
    10/1/1987           $10,000             $10,000
    10/31/1987           $8,927              $7,846
    11/30/1987           $8,292              $7,199
    12/31/1987           $9,058              $7,747
     1/31/1988           $9,213              $8,074
     2/29/1988           $9,705              $8,450
     3/31/1988           $9,489              $8,189
     4/30/1988           $9,515              $8,280
     5/31/1988           $9,429              $8,351
     6/30/1988           $9,926              $8,734
     7/31/1988           $9,776              $8,701
     8/31/1988           $9,324              $8,405
     9/30/1988           $9,680              $8,763
    10/31/1988           $9,786              $9,007
    11/30/1988           $9,700              $8,878
    12/31/1988           $9,886              $9,033
     1/31/1989          $10,528              $9,695
     2/28/1989          $10,287              $9,453
     3/31/1989          $10,384              $9,673
     4/30/1989          $10,924             $10,175
     5/31/1989          $11,161             $10,588
     6/30/1989          $11,042             $10,527
     7/31/1989          $11,932             $11,478
     8/31/1989          $12,374             $11,703
     9/30/1989          $12,307             $11,655
    10/31/1989          $11,880             $11,384
    11/30/1989          $12,024             $11,617
    12/31/1989          $12,238             $11,895
     1/31/1990          $11,684             $11,097
     2/28/1990          $11,849             $11,240
     3/31/1990          $12,232             $11,538
     4/30/1990          $12,158             $11,251
     5/31/1990          $13,052             $12,348
     6/30/1990          $13,047             $12,265
     7/31/1990          $12,946             $12,226
     8/31/1990          $11,806             $11,121
     9/30/1990          $11,386             $10,579
    10/31/1990          $11,386             $10,534
    11/30/1990          $12,057             $11,214
    12/31/1990          $12,491             $11,527
     1/31/1991          $13,222             $12,030
     2/28/1991          $14,132             $12,890
     3/31/1991          $14,252             $13,202
     4/30/1991          $14,334             $13,233
     5/31/1991          $14,857             $13,804
     6/30/1991          $14,219             $13,171
     7/31/1991          $14,715             $13,785
     8/31/1991          $14,911             $14,112
     9/30/1991          $14,661             $13,876
    10/31/1991          $14,977             $14,062
    11/30/1991          $14,475             $13,496
    12/31/1991          $15,828             $15,039
     1/31/1992          $15,675             $14,760
     2/29/1992          $15,947             $14,950
     3/31/1992          $15,550             $14,659
     4/30/1992          $15,618             $15,090
     5/31/1992          $15,528             $15,163
     6/30/1992          $15,210             $14,938
     7/31/1992          $15,584             $15,548
     8/31/1992          $15,244             $15,230
     9/30/1992          $15,516             $15,408
    10/31/1992          $15,709             $15,460
    11/30/1992          $16,083             $15,986
    12/31/1992          $16,297             $16,183
     1/31/1993          $16,124             $16,319
     2/28/1993          $15,905             $16,540
     3/31/1993          $16,147             $16,889
     4/30/1993          $16,193             $16,481
     5/31/1993          $16,597             $16,921
     6/30/1993          $16,251             $16,970
     7/31/1993          $16,054             $16,902
     8/31/1993          $16,608             $17,543
     9/30/1993          $16,435             $17,407
    10/31/1993          $16,943             $17,768
    11/30/1993          $16,977             $17,599
    12/31/1993          $17,454             $17,812
     1/31/1994          $17,703             $18,418
     2/28/1994          $17,170             $17,918
     3/31/1994          $16,318             $17,137
     4/30/1994          $16,661             $17,357
     5/31/1994          $16,945             $17,641
     6/30/1994          $16,815             $17,209
     7/31/1994          $17,289             $17,773
     8/31/1994          $18,176             $18,502
     9/30/1994          $17,703             $18,051
    10/31/1994          $18,070             $18,457
    11/30/1994          $17,596             $17,785
    12/31/1994          $17,964             $18,048
     1/31/1995          $18,239             $18,516
     2/28/1995          $18,982             $19,238
     3/31/1995          $19,652             $19,805
     4/30/1995          $20,215             $20,388
     5/31/1995          $20,658             $21,203
     6/30/1995          $21,461             $21,695
     7/31/1995          $22,527             $22,415
     8/31/1995          $22,491             $22,471
     9/30/1995          $23,209             $23,420
    10/31/1995          $23,341             $23,335
    11/30/1995          $24,658             $24,360
    12/31/1995          $24,863             $24,830
     1/31/1996          $25,580             $25,674
     2/29/1996          $26,128             $25,913
     3/31/1996          $26,225             $26,162
     4/30/1996          $26,760             $26,546
     5/31/1996          $27,271             $27,231
     6/30/1996          $27,077             $27,335
     7/31/1996          $25,678             $26,126
     8/31/1996          $26,395             $26,678
     9/30/1996          $27,782             $28,180
    10/31/1996          $27,855             $28,957
    11/30/1996          $29,607             $31,146
    12/31/1996          $29,011             $30,530
     1/31/1997          $29,742             $32,438
     2/28/1997          $29,816             $32,691
     3/31/1997          $29,086             $31,347
     4/30/1997          $30,126             $33,219
     5/31/1997          $31,785             $35,242
     6/30/1997          $32,379             $36,821
     7/31/1997          $33,679             $39,752
     8/31/1997          $32,553             $37,525
     9/30/1997          $33,592             $39,582
</TABLE>

GRAPHIC MATERIAL (4)

This  chart  shows in pie  format  the  fund's  portfolio  breakdown  by type of
security as a percentage of the fund's total net assets.


<TABLE>
<CAPTION>

Portfolio Breakdown
<S>                                                       <C>
Utilities Stocks                                          78.5%
Utilities Bonds                                           13.6%
Convertible Securities                                     5.3%
Short-term Obligations & Other Net Assets    2.6%
</TABLE>

GRAPHIC MATERIAL (5)

The following line graph hypothetically compares the performance of the Franklin
Utilities  Fund - Class I  shares  to that of the S&P 500,  based  on a  $10,000
investment from 10/1/87 to 9/30/97.

<TABLE>
<CAPTION>
          Period Ending     Fund                Index
           <S>             <C>                  <C>
           10/1/1987        $9,578              $10,000
          10/31/1987        $9,318               $7,846
          11/30/1987        $9,057               $7,199
          12/31/1987        $9,104               $7,747
           1/31/1988       $10,041               $8,074
           2/29/1988        $9,775               $8,450
           3/31/1988        $9,454               $8,189
           4/30/1988        $9,415               $8,280
           5/31/1988        $9,750               $8,351
           6/30/1988        $9,919               $8,734
           7/31/1988        $9,827               $8,701
           8/31/1988        $9,775               $8,405
           9/30/1988        $9,995               $8,763
          10/31/1988       $10,169               $9,007
          11/30/1988       $10,062               $8,878
          12/31/1988       $10,163               $9,033
           1/31/1989       $10,314               $9,695
           2/28/1989       $10,122               $9,453
           3/31/1989       $10,129               $9,673
           4/30/1989       $10,394              $10,175
           5/31/1989       $10,895              $10,588
           6/30/1989       $11,167              $10,527
           7/31/1989       $11,876              $11,478
           8/31/1989       $11,649              $11,703
           9/30/1989       $11,700              $11,655
          10/31/1989       $11,844              $11,384
          11/30/1989       $12,191              $11,617
          12/31/1989       $12,789              $11,895
           1/31/1990       $12,186              $11,097
           2/28/1990       $12,259              $11,240
           3/31/1990       $12,162              $11,538
           4/30/1990       $11,608              $11,251
           5/31/1990       $12,192              $12,348
           6/30/1990       $12,289              $12,265
           7/31/1990       $12,396              $12,226
           8/31/1990       $11,679              $11,121
           9/30/1990       $11,624              $10,579
          10/31/1990       $12,432              $10,534
          11/30/1990       $12,665              $11,214
          12/31/1990       $12,838              $11,527
           1/31/1991       $12,711              $12,030
           2/28/1991       $13,186              $12,890
           3/31/1991       $13,375              $13,202
           4/30/1991       $13,487              $13,233
           5/31/1991       $13,439              $13,804
           6/30/1991       $13,335              $13,171
           7/31/1991       $13,827              $13,785
           8/31/1991       $14,188              $14,112
           9/30/1991       $14,706              $13,876
          10/31/1991       $14,889              $14,062
          11/30/1991       $15,207              $13,496
          12/31/1991       $15,942              $15,039
           1/31/1992       $15,298              $14,760
           2/29/1992       $15,264              $14,950
           3/31/1992       $15,195              $14,659
           4/30/1992       $15,574              $15,090
           5/31/1992       $15,970              $15,163
           6/30/1992       $16,177              $14,938
           7/31/1992       $17,034              $15,548
           8/31/1992       $16,982              $15,230
           9/30/1992       $17,084              $15,408
          10/31/1992       $16,907              $15,460
          11/30/1992       $16,925              $15,986
          12/31/1992       $17,390              $16,183
           1/31/1993       $17,714              $16,319
           2/28/1993       $18,668              $16,540
           3/31/1993       $18,810              $16,889
           4/30/1993       $18,810              $16,481
           5/31/1993       $18,792              $16,921
           6/30/1993       $19,249              $16,970
           7/31/1993       $19,656              $16,902
           8/31/1993       $20,248              $17,543
           9/30/1993       $20,174              $17,407
          10/31/1993       $20,061              $17,768
          11/30/1993       $19,144              $17,599
          12/31/1993       $19,394              $17,812
           1/31/1994       $19,013              $18,418
           2/28/1994       $18,081              $17,918
           3/31/1994       $17,464              $17,137
           4/30/1994       $17,715              $17,357
           5/31/1994       $16,731              $17,641
           6/30/1994       $16,182              $17,209
           7/31/1994       $16,906              $17,773
           8/31/1994       $17,004              $18,502
           9/30/1994       $16,573              $18,051
          10/31/1994       $16,871              $18,457
          11/30/1994       $17,070              $17,785
          12/31/1994       $17,127              $18,048
           1/31/1995       $18,138              $18,516
           2/28/1995       $18,118              $19,238
           3/31/1995       $17,856              $19,805
           4/30/1995       $18,246              $20,388
           5/31/1995       $19,293              $21,203
           6/30/1995       $19,296              $21,695
           7/31/1995       $19,233              $22,415
           8/31/1995       $19,525              $22,471
           9/30/1995       $20,582              $23,420
          10/31/1995       $21,004              $23,335
          11/30/1995       $21,342              $24,360
          12/31/1995       $22,381              $24,830
           1/31/1996       $22,747              $25,674
           2/29/1996       $22,166              $25,913
           3/31/1996       $22,145              $26,162
           4/30/1996       $21,403              $26,546
           5/31/1996       $21,643              $27,231
           6/30/1996       $22,796              $27,335
           7/31/1996       $21,536              $26,126
           8/31/1996       $21,846              $26,678
           9/30/1996       $21,805              $28,180
          10/31/1996       $22,522              $28,957
          11/30/1996       $22,836              $31,146
          12/31/1996       $22,835              $30,530
           1/31/1997       $22,954              $32,438
           2/28/1997       $23,144              $32,691
           3/31/1997       $22,497              $31,347
           4/30/1997       $22,329              $33,219
           5/31/1997       $23,026              $35,242
           6/30/1997       $23,784              $36,821
           7/31/1997       $24,345              $39,752
           8/31/1997       $23,809              $37,525
           9/30/1997       $24,797              $39,582
</TABLE>

GRAPHIC MATERIAL (6)

The following line graph hypothetically compares the performance of the Franklin
Utilities  Fund - Class II  shares  to that of the S&P 500,  based on a  $10,000
investment from 5/1/95 to 9/30/97.

<TABLE>
<CAPTION>

Period Ending         Fund                  Index
        <S>            <C>                  <C>
        5/1/1995        $9,899              $10,000
       5/31/1995       $10,492              $10,400
       6/30/1995       $10,500              $10,641
       7/31/1995       $10,454              $10,995
       8/31/1995       $10,613              $11,022
       9/30/1995       $11,188              $11,487
      10/31/1995       $11,406              $11,446
      11/30/1995       $11,578              $11,948
      12/31/1995       $12,150              $12,179
       1/31/1996       $12,325              $12,593
       2/29/1996       $12,021              $12,710
       3/31/1996       $12,005              $12,832
       4/30/1996       $11,603              $13,021
       5/31/1996       $11,721              $13,357
       6/30/1996       $12,331              $13,407
       7/31/1996       $11,648              $12,815
       8/31/1996       $11,816              $13,085
       9/30/1996       $11,791              $13,822
      10/31/1996       $12,167              $14,203
      11/30/1996       $12,337              $15,277
      12/31/1996       $12,333              $14,975
       1/31/1997       $12,397              $15,911
       2/28/1997       $12,487              $16,035
       3/31/1997       $12,125              $15,376
       4/30/1997       $12,034              $16,294
       5/31/1997       $12,398              $17,286
       6/30/1997       $12,804              $18,060
       7/31/1997       $13,106              $19,498
       8/31/1997       $12,804              $18,406
       9/30/1997       $13,331              $19,415
</TABLE>


GRAPHIC MATERIAL (7)

The following line graph hypothetically compares the performance of the Franklin
Utilities Fund - Advisor Class shares to that of the S&P 500, based on a $10,000
investment from 10/1/87 to 9/30/97.

<TABLE>
<CAPTION>
        Period Ending   Fund          Index
         <S>           <C>               <C>
         10/1/1987     $10,000           $10,000
        10/30/1987      $9,728            $7,846
        11/30/1987      $9,456            $7,199
        12/31/1987      $9,505            $7,747
         1/29/1988     $10,483            $8,074
         2/29/1988     $10,205            $8,450
         3/31/1988      $9,870            $8,189
         4/29/1988      $9,830            $8,280
         5/31/1988     $10,180            $8,351
         6/30/1988     $10,356            $8,734
         7/29/1988     $10,260            $8,701
         8/31/1988     $10,205            $8,405
         9/30/1988     $10,435            $8,763
        10/31/1988     $10,617            $9,007
        11/30/1988     $10,505            $8,878
        12/30/1988     $10,611            $9,033
         1/31/1989     $10,768            $9,695
         2/28/1989     $10,568            $9,453
         3/31/1989     $10,575            $9,673
         4/28/1989     $10,851           $10,175
         5/31/1989     $11,375           $10,588
         6/30/1989     $11,659           $10,527
         7/31/1989     $12,399           $11,478
         8/31/1989     $12,162           $11,703
         9/29/1989     $12,215           $11,655
        10/31/1989     $12,366           $11,384
        11/30/1989     $12,728           $11,617
        12/29/1989     $13,352           $11,895
         1/31/1990     $12,722           $11,097
         2/28/1990     $12,799           $11,240
         3/30/1990     $12,697           $11,538
         4/30/1990     $12,119           $11,251
         5/31/1990     $12,729           $12,348
         6/29/1990     $12,830           $12,265
         7/31/1990     $12,942           $12,226
         8/31/1990     $12,194           $11,121
         9/28/1990     $12,136           $10,579
        10/31/1990     $12,980           $10,534
        11/30/1990     $13,223           $11,214
        12/31/1990     $13,403           $11,527
         1/31/1991     $13,271           $12,030
         2/28/1991     $13,767           $12,890
         3/29/1991     $13,964           $13,202
         4/30/1991     $14,081           $13,233
         5/31/1991     $14,031           $13,804
         6/28/1991     $13,922           $13,171
         7/31/1991     $14,436           $13,785
         8/30/1991     $14,813           $14,112
         9/30/1991     $15,354           $13,876
        10/31/1991     $15,545           $14,062
        11/29/1991     $15,876           $13,496
        12/31/1991     $16,644           $15,039
         1/31/1992     $15,971           $14,760
         2/28/1992     $15,936           $14,950
         3/31/1992     $15,864           $14,659
         4/30/1992     $16,260           $15,090
         5/29/1992     $16,673           $15,163
         6/30/1992     $16,890           $14,938
         7/31/1992     $17,784           $15,548
         8/31/1992     $17,729           $15,230
         9/30/1992     $17,837           $15,408
        10/30/1992     $17,651           $15,460
        11/30/1992     $17,670           $15,986
        12/31/1992     $18,156           $16,183
         1/29/1993     $18,494           $16,319
         2/26/1993     $19,490           $16,540
         3/31/1993     $19,639           $16,889
         4/30/1993     $19,639           $16,481
         5/31/1993     $19,620           $16,921
         6/30/1993     $20,097           $16,970
         7/30/1993     $20,522           $16,902
         8/31/1993     $21,140           $17,543
         9/30/1993     $21,062           $17,407
        10/29/1993     $20,945           $17,768
        11/30/1993     $19,988           $17,599
        12/31/1993     $20,248           $17,812
         1/31/1994     $19,850           $18,418
         2/28/1994     $18,877           $17,918
         3/31/1994     $18,233           $17,137
         4/29/1994     $18,495           $17,357
         5/31/1994     $17,467           $17,641
         6/30/1994     $16,894           $17,209
         7/29/1994     $17,651           $17,773
         8/31/1994     $17,753           $18,502
         9/30/1994     $17,303           $18,051
        10/31/1994     $17,614           $18,457
        11/30/1994     $17,822           $17,785
        12/30/1994     $17,881           $18,048
         1/31/1995     $18,937           $18,516
         2/28/1995     $18,916           $19,238
         3/31/1995     $18,643           $19,805
         4/28/1995     $19,050           $20,388
         5/31/1995     $20,143           $21,203
         6/30/1995     $20,146           $21,695
         7/31/1995     $20,080           $22,415
         8/31/1995     $20,385           $22,471
         9/29/1995     $21,488           $23,420
        10/31/1995     $21,929           $23,335
        11/30/1995     $22,282           $24,360
        12/29/1995     $23,367           $24,830
         1/31/1996     $23,749           $25,674
         2/29/1996     $23,142           $25,913
         3/29/1996     $23,120           $26,162
         4/30/1996     $22,346           $26,546
         5/31/1996     $22,596           $27,231
         6/28/1996     $23,800           $27,335
         7/31/1996     $22,484           $26,126
         8/30/1996     $22,808           $26,678
         9/30/1996     $22,765           $28,180
        10/31/1996     $23,514           $28,957
        11/29/1996     $23,842           $31,146
        12/31/1996     $23,841           $30,530
         1/31/1997     $23,965           $32,438
         2/28/1997     $24,163           $32,691
         3/31/1997     $23,496           $31,347
         4/30/1997     $23,320           $33,219
         5/30/1997     $24,048           $35,242
         6/30/1997     $24,848           $36,821
         7/31/1997     $25,434           $39,752
         8/29/1997     $24,848           $37,525
         9/30/1997     $25,915           $39,582
</TABLE>

GRAPHIC MATERIAL (8)

The following line graph hypothetically compares the performance of the Franklin
Income  Fund  -  Class  I  shares  to  that  of the  S&P  500,  Lehman  Brothers
Intermediate  Government Bond Index,  and the Lipper Income Average,  based on a
$10,000 investment from 10/1/87 to 9/30/97.

<TABLE>
<CAPTION>
Period Ending         Fund          Index                Index              Index
       <S>           <C>              <C>                <C>               <C>
      10/1/1987       $9,569            $10,000          $10,000           $10,000
     12/31/1987       $9,432            $7,747           $10,584            $9,371
      3/31/1988       $9,901            $8,188           $10,963            $9,875
      6/30/1988      $10,114            $8,733           $11,071           $10,125
      9/30/1988      $10,185            $8,763           $11,278           $10,284
     12/31/1988      $10,262            $9,034           $11,387           $10,406
      3/31/1989      $10,586            $9,674           $11,511           $10,753
      6/30/1989      $11,186           $10,528           $12,436           $11,345
      9/30/1989      $11,370           $11,656           $12,553           $11,798
     12/31/1989      $11,562           $11,896           $13,006           $11,958
      3/31/1990      $11,307           $11,538           $12,858           $11,767
      6/30/1990      $11,692           $12,264           $13,321           $12,123
      9/30/1990      $10,689           $10,579           $13,401           $11,465
     12/31/1990      $10,548           $11,526           $14,084           $11,975
      3/31/1991      $12,306           $13,201           $14,463           $13,013
      6/30/1991      $13,058           $13,171           $14,682           $13,244
      9/30/1991      $14,241           $13,876           $15,526           $14,156
     12/31/1991      $14,888           $15,038           $16,353           $14,936
      3/31/1992      $15,884           $14,658           $16,108           $15,092
      6/30/1992      $16,687           $14,936           $16,762           $15,539
      9/30/1992      $16,981           $15,407           $17,580           $16,089
     12/31/1992      $17,157           $16,182           $17,592           $16,401
      3/31/1993      $18,530           $16,889           $18,412           $17,241
      6/30/1993      $19,373           $16,972           $18,966           $17,627
      9/30/1993      $20,229           $17,410           $19,596           $18,198
     12/31/1993      $20,852           $17,813           $19,539           $18,388
      3/31/1994      $19,775           $17,138           $18,924           $17,823
      6/30/1994      $19,468           $17,210           $18,689           $17,745
      9/30/1994      $19,956           $18,052           $18,783           $18,107
     12/31/1994      $19,523           $18,048           $18,852           $17,859
      3/31/1995      $20,325           $19,806           $19,791           $18,853
      6/30/1995      $21,815           $21,698           $21,073           $19,986
      9/30/1995      $22,750           $23,423           $21,476           $20,928
     12/31/1995      $23,680           $24,833           $22,477           $21,868
      3/31/1996      $23,827           $26,166           $21,951           $22,287
      6/30/1996      $24,515           $27,341           $22,054           $22,693
      9/30/1996      $24,895           $28,186           $22,444           $23,138
     12/31/1996      $26,154           $30,537           $23,131           $24,230
      3/31/1997      $26,203           $31,355           $22,932           $24,218
      6/30/1997      $27,749           $36,830           $23,764           $26,121
      9/30/1997      $29,206           $39,582           $24,599           $27,694
</TABLE>

GRAPHIC MATERIAL (9)

The following line graph hypothetically compares the performance of the Franklin
Income  Fund -  Class  II  shares  to  that  of the  S&P  500,  Lehman  Brothers
Intermediate  Government Bond Index,  and the Lipper Income Average,  based on a
$10,000 investment from 5/1/95 to 9/30/97.

<TABLE>
<CAPTION>
Period Ending       Fund              Index            Index             Index
     <S>             <C>             <C>              <C>                <C>
      5/1/1995       $9,909          $10,000           $10,000           $10,000
     6/30/1995      $10,338          $10,641           $10,502           $10,403
     9/30/1995      $10,771          $11,487           $10,703           $10,893
    12/31/1995      $11,197          $12,178           $11,201           $11,382
     3/31/1996      $11,301          $12,832           $10,939           $11,601
     6/30/1996      $11,561          $13,409           $10,991           $11,812
     9/30/1996      $11,725          $13,823           $11,185           $12,043
    12/31/1996      $12,302          $14,976           $11,527           $12,612
     3/31/1997      $12,362          $15,377           $11,428           $12,605
     6/30/1997      $13,071          $18,062           $11,843           $13,596
     9/30/1997      $13,686          $19,415           $12,259           $14,415
</TABLE>

GRAPHIC MATERIAL (10)

The following line graph hypothetically compares the performance of the Franklin
Income  Fund -  Advisor  Class  shares to that of the S&P 500,  Lehman  Brothers
Intermediate  Government Bond Index,  and the Lipper Income Average,  based on a
$10,000 investment from 10/1/87 to 9/30/97.

<TABLE>
<CAPTION>
Period Ending         Fund                 Index              Index              Index
        <S>            <C>                <C>                  <C>               <C>

        10/1/1987      $10,000            $10,000              $10,000           $10,000
       12/31/1987       $9,856             $7,747              $10,584            $9,371
        3/31/1988      $10,347             $8,188              $10,963            $9,875
        6/30/1988      $10,570             $8,733              $11,071           $10,125
        9/30/1988      $10,644             $8,763              $11,278           $10,284
       12/31/1988      $10,724             $9,034              $11,387           $10,406
        3/31/1989      $11,063             $9,674              $11,511           $10,753
        6/30/1989      $11,690            $10,528              $12,436           $11,345
        9/30/1989      $11,882            $11,656              $12,553           $11,798
       12/31/1989      $12,083            $11,896              $13,006           $11,958
        3/31/1990      $11,817            $11,538              $12,858           $11,767
        6/30/1990      $12,219            $12,264              $13,321           $12,123
        9/30/1990      $11,171            $10,579              $13,401           $11,465
       12/31/1990      $11,023            $11,526              $14,084           $11,975
        3/31/1991      $12,860            $13,201              $14,463           $13,013
        6/30/1991      $13,646            $13,171              $14,682           $13,244
        9/30/1991      $14,882            $13,876              $15,526           $14,156
       12/31/1991      $15,559            $15,038              $16,353           $14,936
        3/31/1992      $16,600            $14,658              $16,108           $15,092
        6/30/1992      $17,438            $14,936              $16,762           $15,539
        9/30/1992      $17,745            $15,407              $17,580           $16,089
       12/31/1992      $17,930            $16,182              $17,592           $16,401
        3/31/1993      $19,365            $16,889              $18,412           $17,241
        6/30/1993      $20,246            $16,972              $18,966           $17,627
        9/30/1993      $21,141            $17,410              $19,596           $18,198
       12/31/1993      $21,791            $17,813              $19,539           $18,388
        3/31/1994      $20,666            $17,138              $18,924           $17,823
        6/30/1994      $20,345            $17,210              $18,689           $17,745
        9/30/1994      $20,855            $18,052              $18,783           $18,107
       12/31/1994      $20,402            $18,048              $18,852           $17,859
        3/31/1995      $21,241            $19,806              $19,791           $18,853
        6/30/1995      $22,798            $21,698              $21,073           $19,986
        9/30/1995      $23,774            $23,423              $21,476           $20,928
       12/31/1995      $24,746            $24,833              $22,477           $21,868
        3/31/1996      $24,901            $26,166              $21,951           $22,287
        6/30/1996      $25,619            $27,341              $22,054           $22,693
        9/30/1996      $26,017            $28,186              $22,444           $23,138
       12/31/1996      $27,332            $30,537              $23,131           $24,230
        3/31/1997      $27,392            $31,355              $22,932           $24,218
        6/30/1997      $29,022            $36,830              $23,764           $26,121
        9/30/1997      $30,436            $39,582              $24,599           $27,694
</TABLE>

GRAPHIC MATERIAL (11)

The following line graph hypothetically compares the performance of the Franklin
DynaTech  Fund - Class I shares to that of the S&P 500,  and the H&Q  Technology
Index, based on a $10,000 investment from 10/1/87 to 9/30/97.

<TABLE>
<CAPTION>
Period Ending         Fund                    Index                Index
         <S>             <C>                 <C>                    <C>

         10/1/1987        $9,548             $10,000               $10,000
        10/31/1987        $7,593              $7,846                $6,946
        11/30/1987        $6,966              $7,199                $6,222
        12/31/1987        $7,586              $7,747                $7,294
         1/31/1988        $7,712              $8,074                $7,013
         2/29/1988        $8,254              $8,450                $7,623
         3/31/1988        $8,051              $8,189                $7,191
         4/30/1988        $8,200              $8,280                $7,378
         5/31/1988        $8,132              $8,351                $7,190
         6/30/1988        $8,743              $8,734                $7,766
         7/31/1988        $8,349              $8,701                $7,230
         8/31/1988        $7,820              $8,405                $6,611
         9/30/1988        $7,983              $8,763                $6,863
        10/31/1988        $7,875              $9,007                $6,661
        11/30/1988        $7,610              $8,878                $6,392
        12/31/1988        $8,078              $9,033                $6,849
         1/31/1989        $8,683              $9,695                $7,339
         2/28/1989        $8,506              $9,453                $7,120
         3/31/1989        $8,540              $9,673                $6,873
         4/30/1989        $9,079             $10,175                $7,366
         5/31/1989        $9,686             $10,588                $7,841
         6/30/1989        $9,475             $10,527                $7,238
         7/31/1989       $10,103             $11,478                $7,543
         8/31/1989       $10,219             $11,703                $7,678
         9/30/1989       $10,410             $11,655                $7,588
        10/31/1989       $10,151             $11,384                $7,371
        11/30/1989       $10,335             $11,617                $7,338
        12/31/1989       $10,482             $11,895                $7,345
         1/31/1990       $10,167             $11,097                $6,987
         2/28/1990       $10,272             $11,240                $7,252
         3/31/1990       $10,714             $11,538                $7,576
         4/30/1990       $10,677             $11,251                $7,290
         5/31/1990       $11,949             $12,348                $8,340
         6/30/1990       $12,077             $12,265                $8,202
         7/31/1990       $11,800             $12,226                $7,504
         8/31/1990       $10,692             $11,121                $6,475
         9/30/1990       $10,137             $10,579                $5,779
        10/31/1990       $10,040             $10,534                $5,517
        11/30/1990       $10,549             $11,214                $6,049
        12/31/1990       $10,815             $11,527                $6,525
         1/31/1991       $11,903             $12,030                $7,543
         2/28/1991       $12,693             $12,890                $8,183
         3/31/1991       $12,770             $13,202                $8,525
         4/30/1991       $12,823             $13,233                $8,542
         5/31/1991       $13,521             $13,804                $8,884
         6/30/1991       $12,647             $13,171                $8,033
         7/31/1991       $13,283             $13,785                $8,444
         8/31/1991       $13,705             $14,112                $8,679
         9/30/1991       $13,314             $13,876                $8,274
        10/31/1991       $13,490             $14,062                $8,645
        11/30/1991       $13,222             $13,496                $8,329
        12/31/1991       $14,649             $15,039                $9,485
         1/31/1992       $14,991             $14,760               $10,226
         2/29/1992       $15,076             $14,950               $10,784
         3/31/1992       $14,486             $14,659               $10,024
         4/30/1992       $14,479             $15,090                $9,799
         5/31/1992       $14,378             $15,163                $9,724
         6/30/1992       $14,176             $14,938                $9,046
         7/31/1992       $14,579             $15,548                $9,517
         8/31/1992       $14,222             $15,230                $9,091
         9/30/1992       $14,300             $15,408                $9,498
        10/31/1992       $14,409             $15,460               $10,045
        11/30/1992       $14,874             $15,986               $10,757
        12/31/1992       $15,264             $16,183               $11,257
         1/31/1993       $15,487             $16,319               $12,195
         2/28/1993       $15,312             $16,540               $11,779
         3/31/1993       $15,614             $16,889               $11,961
         4/30/1993       $15,296             $16,481               $11,251
         5/31/1993       $16,059             $16,921               $12,425
         6/30/1993       $15,852             $16,970               $12,266
         7/31/1993       $15,534             $16,902               $11,562
         8/31/1993       $16,155             $17,543               $12,301
         9/30/1993       $16,361             $17,407               $12,526
        10/31/1993       $16,425             $17,768               $12,741
        11/30/1993       $16,186             $17,599               $12,928
        12/31/1993       $16,398             $17,812               $13,217
         1/31/1994       $16,808             $18,418               $14,033
         2/28/1994       $16,757             $17,918               $14,497
         3/31/1994       $16,295             $17,137               $13,704
         4/30/1994       $16,039             $17,357               $13,352
         5/31/1994       $16,261             $17,641               $13,391
         6/30/1994       $15,663             $17,209               $12,537
         7/31/1994       $16,158             $17,773               $13,005
         8/31/1994       $17,133             $18,502               $14,343
         9/30/1994       $16,842             $18,051               $14,296
        10/31/1994       $17,543             $18,457               $15,606
        11/30/1994       $17,219             $17,785               $15,472
        12/31/1994       $17,252             $18,048               $15,877
         1/31/1995       $17,409             $18,516               $15,645
         2/28/1995       $17,879             $19,238               $17,001
         3/31/1995       $18,279             $19,805               $17,779
         4/30/1995       $19,028             $20,388               $19,111
         5/31/1995       $19,585             $21,203               $19,795
         6/30/1995       $21,117             $21,695               $22,179
         7/31/1995       $22,075             $22,415               $24,204
         8/31/1995       $21,831             $22,471               $24,481
         9/30/1995       $22,249             $23,420               $25,065
        10/31/1995       $22,684             $23,335               $25,417
        11/30/1995       $22,371             $24,360               $25,105
        12/31/1995       $21,760             $24,830               $23,740
         1/31/1996       $21,778             $25,674               $24,091
         2/29/1996       $22,547             $25,913               $25,298
         3/31/1996       $22,100             $26,162               $24,197
         4/30/1996       $23,907             $26,546               $27,541
         5/31/1996       $24,766             $27,231               $27,956
         6/30/1996       $23,979             $27,335               $25,920
         7/31/1996       $22,547             $26,126               $23,256
         8/31/1996       $23,371             $26,678               $24,664
         9/30/1996       $25,106             $28,180               $27,515
        10/31/1996       $25,572             $28,957               $27,122
        11/30/1996       $28,023             $31,146               $30,319
        12/31/1996       $28,026             $30,530               $29,505
         1/31/1997       $30,108             $32,438               $32,665
         2/28/1997       $28,412             $32,691               $29,997
         3/31/1997       $27,694             $31,347               $28,124
         4/30/1997       $28,928             $33,219               $29,164
         5/31/1997       $30,550             $35,242               $33,554
         6/30/1997       $30,826             $36,821               $33,851
         7/31/1997       $33,830             $39,752               $39,296
         8/31/1997       $33,222             $37,525               $39,408
         9/30/1997       $34,074             $39,582               $41,024
</TABLE>


GRAPHIC MATERIAL (12)

The following line graph hypothetically compares the performance of the Franklin
DynaTech  Fund - Class II shares to that of the S&P 500, and the H&Q  Technology
Index, based on a $10,000 investment from 9/16/96 to 9/30/97.

<TABLE>
<CAPTION>
Period Ending         Fund                  Index           Index
      <S>              <C>                <C>                <C>
      9/16/1996        $9,899             $10,000            $10,000
      9/30/1996       $10,159             $10,263            $10,539
     10/31/1996       $10,333             $10,546            $10,388
     11/30/1996       $11,318             $11,344            $11,613
     12/31/1996       $11,312             $11,119            $11,301
      1/31/1997       $12,155             $11,814            $12,511
      2/28/1997       $11,461             $11,906            $11,490
      3/31/1997       $11,163             $11,417            $10,772
      4/30/1997       $11,648             $12,098            $11,171
      5/31/1997       $12,289             $12,835            $12,852
      6/30/1997       $12,386             $13,410            $12,966
      7/31/1997       $13,587             $14,478            $15,051
      8/31/1997       $13,326             $13,667            $15,094
      9/30/1997       $13,547             $14,416            $15,713
</TABLE>

GRAPHIC MATERIAL (13)

This point graph  demonstrates  the fund's  Class I shares  volatility  risk vs.
return in  comparison  with the  risk/return  factors of the 1-year CD,  Merrill
Lynch 10-Year Treasury,  and the Merrill Lynch 30-Year  Treasury,  from 10/92 to
9/97.

<TABLE>
<CAPTION>
Franklin U.S. Government Securities Fund vs. Comparable
    Investments
<S>            <C>             <C>
                   RISK         RETURN
              ---------------------------
ML10YR                6.84          6.12
ML30YR               10.30          7.77
CD 1 YR.              0.32          4.76
USG FUND              3.46          6.54
              ---------------------------
</TABLE>

GRAPHIC MATERIAL (14)

This bar chart  shows the  comparison  between  the fund's  yield of 6.36%,  the
average  ginnie mae fund yield of 5.94%,  a one-year CD yield of 5.83%,  and the
average money market fund yield of 5.02%.

GRAPHIC MATERIAL (15)

The following line graph hypothetically compares the performance of the Franklin
U.S. Government  Securities Fund - Class I shares to that of the Lehman Brothers
Intermediate  Government Bond Index and the Consumer Price Index (CPI), based on
a $10,000 investment from 10/1/87 to 9/30/97.

<TABLE>
<CAPTION>
     Period Ending           Fund          Index                   Index
        <S>                   <C>            <C>                    <C>
        10/1/1987             9582           10000                  10000
           Oct-87            9,789          10,298                 10,026
           Nov-87            9,928          10,360                 10,035
           Dec-87           10,026          10,460                 10,035
           Jan-88           10,340          10,720                 10,061
           Feb-88           10,424          10,833                 10,087
           Mar-88           10,406          10,788                 10,131
           Apr-88           10,403          10,769                 10,183
           May-88           10,386          10,718                 10,218
           Jun-88           10,608          10,892                 10,262
           Jul-88           10,574          10,860                 10,305
           Aug-88           10,571          10,874                 10,348
           Sep-88           10,752          11,062                 10,418
           Oct-88           10,935          11,215                 10,452
           Nov-88           10,838          11,118                 10,460
           Dec-88           10,772          11,129                 10,478
           Jan-89           10,913          11,241                 10,531
           Feb-89           10,893          11,191                 10,574
           Mar-89           10,890          11,244                 10,635
           Apr-89           11,082          11,471                 10,704
           May-89           11,343          11,692                 10,765
           Jun-89           11,621          11,990                 10,791
           Jul-89           11,769          12,234                 10,817
           Aug-89           11,715          12,069                 10,834
           Sep-89           11,762          12,127                 10,869
           Oct-89           11,947          12,381                 10,921
           Nov-89           12,083          12,504                 10,947
           Dec-89           12,184          12,540                 10,965
           Jan-90           12,127          12,462                 11,078
           Feb-90           12,195          12,509                 11,130
           Mar-90           12,228          12,524                 11,191
           Apr-90           12,206          12,482                 11,209
           May-90           12,494          12,749                 11,235
           Jun-90           12,633          12,918                 11,295
           Jul-90           12,866          13,098                 11,338
           Aug-90           12,840          13,051                 11,443
           Sep-90           12,927          13,167                 11,539
           Oct-90           13,071          13,350                 11,608
           Nov-90           13,312          13,552                 11,633
           Dec-90           13,497          13,739                 11,633
           Jan-91           13,683          13,881                 11,703
           Feb-91           13,753          13,965                 11,721
           Mar-91           13,864          14,042                 11,738
           Apr-91           13,991          14,187                 11,756
           May-91           14,120          14,266                 11,791
           Jun-91           14,189          14,278                 11,825
           Jul-91           14,401          14,432                 11,843
           Aug-91           14,573          14,706                 11,878
           Sep-91           14,788          14,956                 11,930
           Oct-91           14,984          15,126                 11,948
           Nov-91           15,071          15,303                 11,982
           Dec-91           15,348          15,675                 11,991
           Jan-92           15,243          15,525                 12,009
           Feb-92           15,353          15,573                 12,052
           Mar-92           15,312          15,511                 12,113
           Apr-92           15,423          15,650                 12,130
           May-92           15,657          15,883                 12,147
           Jun-92           15,849          16,112                 12,191
           Jul-92           15,997          16,422                 12,217
           Aug-92           16,214          16,589                 12,251
           Sep-92           16,342          16,818                 12,285
           Oct-92           16,222          16,616                 12,328
           Nov-92           16,283          16,548                 12,345
           Dec-92           16,483          16,762                 12,337
           Jan-93           16,706          17,073                 12,397
           Feb-93           16,885          17,324                 12,441
           Mar-93           16,972          17,388                 12,484
           Apr-93           17,059          17,524                 12,519
           May-93           17,146          17,477                 12,537
           Jun-93           17,330          17,730                 12,554
           Jul-93           17,419          17,766                 12,554
           Aug-93           17,508          18,030                 12,589
           Sep-93           17,518          18,104                 12,616
           Oct-93           17,552          18,148                 12,668
           Nov-93           17,489          18,059                 12,676
           Dec-93           17,623          18,133                 12,676
           Jan-94           17,782          18,312                 12,711
           Feb-94           17,617          18,061                 12,754
           Mar-94           17,122          17,798                 12,797
           Apr-94           17,007          17,682                 12,815
           May-94           17,017          17,694                 12,824
           Jun-94           16,940          17,698                 12,868
           Jul-94           17,250          17,930                 12,902
           Aug-94           17,302          17,982                 12,954
           Sep-94           17,066          17,832                 12,989
           Oct-94           17,014          17,836                 12,998
           Nov-94           16,988          17,758                 13,015
           Dec-94           17,148          17,816                 13,015
           Jan-95           17,497          18,107                 13,067
           Feb-95           17,930          18,456                 13,119
           Mar-95           18,011          18,558                 13,163
           Apr-95           18,257          18,773                 13,206
           May-95           18,866          19,302                 13,233
           Jun-95           18,979          19,426                 13,259
           Jul-95           19,009          19,435                 13,259
           Aug-95           19,209          19,595                 13,293
           Sep-95           19,381          19,726                 13,320
           Oct-95           19,582          19,943                 13,364
           Nov-95           19,784          20,186                 13,355
           Dec-95           20,017          20,386                 13,345
           Jan-96           20,135          20,557                 13,424
           Feb-96           19,963          20,340                 13,467
           Mar-96           19,878          20,246                 13,537
           Apr-96           19,793          20,187                 13,590
           May-96           19,736          20,177                 13,616
           Jun-96           19,977          20,383                 13,624
           Jul-96           20,040          20,446                 13,650
           Aug-96           20,042          20,469                 13,676
           Sep-96           20,379          20,733                 13,719
           Oct-96           20,748          21,073                 13,763
           Nov-96           21,058          21,328                 13,789
           Dec-96           20,937          21,213                 13,789
           Jan-97           21,065          21,293                 13,834
           Feb-97           21,130          21,327                 13,876
           Mar-97           21,070          21,206                 13,911
           Apr-97           21,389          21,445                 13,929
           May-97           21,576          21,613                 13,921
           Jun-97           21,829          21,798                 13,938
           Jul-97           22,244          22,200                 13,954
           Aug-97           22,176          22,115                 13,981
           Sep-97           22,434          22,356                 14,016

TOTAL RETURN               124.34%         123.56%                 40.16%
</TABLE>


GRAPHIC MATERIAL (16)

The following line graph hypothetically compares the performance of the Franklin
U.S. Government Securities Fund - Class II shares to that of the Lehman Brothers
Intermediate  Government Bond Index and the Consumer Price Index (CPI), based on
a $10,000 investment from 5/1/95 to 9/30/97.

<TABLE>
<CAPTION>
          Period Ending        Fund          Index               Index
       <S>                     <C>            <C>                 <C>
       5/1/1995                9896            10000              10,000
      5/31/1995              10,194           10,282              10,020
      6/30/1995              10,249           10,348              10,040
      7/31/1995              10,260           10,353              10,040
      8/31/1995              10,362           10,438              10,066
      9/30/1995              10,454           10,508              10,086
     10/31/1995              10,557           10,623              10,120
     11/30/1995              10,661           10,753              10,112
     12/31/1995              10,780           10,859              10,105
      1/31/1996              10,853           10,951              10,165
      2/29/1996              10,754           10,835              10,198
      3/31/1996              10,687           10,785              10,251
      4/30/1996              10,652           10,753              10,291
      5/31/1996              10,616           10,748              10,310
      6/30/1996              10,725           10,858              10,316
      7/31/1996              10,754           10,891              10,336
      8/31/1996              10,766           10,903              10,356
      9/30/1996              10,930           11,044              10,389
     10/31/1996              11,123           11,225              10,422
     11/30/1996              11,301           11,361              10,442
     12/31/1996              11,214           11,300              10,442
      1/31/1997              11,294           11,343              10,475
      2/28/1997              11,307           11,361              10,508
      3/31/1997              11,269           11,296              10,534
      4/30/1997              11,434           11,424              10,548
      5/31/1997              11,546           11,513              10,541
      6/30/1997              11,675           11,612              10,554
      7/31/1997              11,892           11,825              10,567
      8/31/1997              11,833           11,780              10,587
      9/30/1997              11,966           11,909              10,613
TOTAL RETURN                 19.66%           19.09%               6.13%
</TABLE>

GRAPHIC MATERIAL (17)

The following line graph hypothetically compares the performance of the Franklin
U.S.  Government  Securities  Fund - Advisor  Class shares to that of the Lehman
Brothers Intermediate  Government Bond Index and the Consumer Price Index (CPI),
based on a $10,000 investment from 10/1/87 to 9/30/97.

<TABLE>
<CAPTION>
     Period Ending          Fund             Index                Index
         <S>                <C>               <C>                  <C>
          Oct 1-87          10000             10000                10000
            Oct-87          10217            10,298               10,026
            Nov-87          10362            10,360               10,035
            Dec-87          10463            10,460               10,035
            Jan-88          10791            10,720               10,061
            Feb-88          10879            10,833               10,087
            Mar-88          10861            10,788               10,131
            Apr-88          10858            10,769               10,183
            May-88          10839            10,718               10,218
            Jun-88          11071            10,892               10,262
            Jul-88          11036            10,860               10,305
            Aug-88          11033            10,874               10,348
            Sep-88          11222            11,062               10,418
            Oct-88          11413            11,215               10,452
            Nov-88          11312            11,118               10,460
            Dec-88          11243            11,129               10,478
            Jan-89          11389            11,241               10,531
            Feb-89          11369            11,191               10,574
            Mar-89          11365            11,244               10,635
            Apr-89          11566            11,471               10,704
            May-89          11838            11,692               10,765
            Jun-89          12129            11,990               10,791
            Jul-89          12283            12,234               10,817
            Aug-89          12226            12,069               10,834
            Sep-89          12276            12,127               10,869
            Oct-89          12469            12,381               10,921
            Nov-89          12610            12,504               10,947
            Dec-89          12716            12,540               10,965
            Jan-90          12657            12,462               11,078
            Feb-90          12728            12,509               11,130
            Mar-90          12761            12,524               11,191
            Apr-90          12739            12,482               11,209
            May-90          13040            12,749               11,235
            Jun-90          13185            12,918               11,295
            Jul-90          13428            13,098               11,338
            Aug-90          13401            13,051               11,443
            Sep-90          13491            13,167               11,539
            Oct-90          13642            13,350               11,608
            Nov-90          13893            13,552               11,633
            Dec-90          14086            13,739               11,633
            Jan-91          14281            13,881               11,703
            Feb-91          14353            13,965               11,721
            Mar-91          14469            14,042               11,738
            Apr-91          14602            14,187               11,756
            May-91          14736            14,266               11,791
            Jun-91          14808            14,278               11,825
            Jul-91          15030            14,432               11,843
            Aug-91          15210            14,706               11,878
            Sep-91          15434            14,956               11,930
            Oct-91          15639            15,126               11,948
            Nov-91          15729            15,303               11,982
            Dec-91          16018            15,675               11,991
            Jan-92          15909            15,525               12,009
            Feb-92          16023            15,573               12,052
            Mar-92          15981            15,511               12,113
            Apr-92          16096            15,650               12,130
            May-92          16341            15,883               12,147
            Jun-92          16541            16,112               12,191
            Jul-92          16696            16,422               12,217
            Aug-92          16922            16,589               12,251
            Sep-92          17056            16,818               12,285
            Oct-92          16930            16,616               12,328
            Nov-92          16995            16,548               12,345
            Dec-92          17203            16,762               12,337
            Jan-93          17436            17,073               12,397
            Feb-93          17623            17,324               12,441
            Mar-93          17713            17,388               12,484
            Apr-93          17804            17,524               12,519
            May-93          17895            17,477               12,537
            Jun-93          18087            17,730               12,554
            Jul-93          18179            17,766               12,554
            Aug-93          18273            18,030               12,589
            Sep-93          18283            18,104               12,616
            Oct-93          18319            18,148               12,668
            Nov-93          18252            18,059               12,676
            Dec-93          18392            18,133               12,676
            Jan-94          18559            18,312               12,711
            Feb-94          18386            18,061               12,754
            Mar-94          17870            17,798               12,797
            Apr-94          17749            17,682               12,815
            May-94          17760            17,694               12,824
            Jun-94          17680            17,698               12,868
            Jul-94          18004            17,930               12,902
            Aug-94          18058            17,982               12,954
            Sep-94          17811            17,832               12,989
            Oct-94          17757            17,836               12,998
            Nov-94          17730            17,758               13,015
            Dec-94          17897            17,816               13,015
            Jan-95          18261            18,107               13,067
            Feb-95          18713            18,456               13,119
            Mar-95          18798            18,558               13,163
            Apr-95          19054            18,773               13,206
            May-95          19689            19,302               13,233
            Jun-95          19808            19,426               13,259
            Jul-95          19839            19,435               13,259
            Aug-95          20047            19,595               13,293
            Sep-95          20227            19,726               13,320
            Oct-95          20437            19,943               13,364
            Nov-95          20648            20,186               13,355
            Dec-95          20891            20,386               13,345
            Jan-96          21014            20,557               13,424
            Feb-96          20835            20,340               13,467
            Mar-96          20746            20,246               13,537
            Apr-96          20657            20,187               13,590
            May-96          20598            20,177               13,616
            Jun-96          20850            20,383               13,624
            Jul-96          20915            20,446               13,650
            Aug-96          20918            20,469               13,676
            Sep-96          21269            20,733               13,719
            Oct-96          21654            21,073               13,763
            Nov-96          21977            21,328               13,789
            Dec-96          21852            21,213               13,789
            Jan-97          22017            21,293               13,834
            Feb-97          22054            21,327               13,876
            Mar-97          21993            21,206               13,911
            Apr-97          22361            21,445               13,929
            May-97          22558            21,613               13,921
            Jun-97          22824            21,798               13,938
            Jul-97          23259            22,200               13,954
            Aug-97          23156            22,115               13,981
            Sep-97          23460            22,356               14,016
TOTAL RETURN              134.60%           123.56%               40.16%
</TABLE>






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