FRANKLIN CUSTODIAN FUNDS INC
N-30D, 1998-06-02
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Semi
Annual
Report

                                                                 March 31, 1998

Franklin Custodian Funds, Inc.

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


Technology Update:
Franklin Templeton Combats
the Year 2000 Problem
By Charles B. Johnson,
President of Franklin Resources, Inc.

As we near the 21st century,  Franklin  Templeton is taking  important  steps to
tackle the computer glitch dubbed the Year 2000 Problem,  Y2K, or the Millennium
Bug. The problem originated from the software  designers' attempt to save memory
by recording years in a two-digit  format -- "98" instead of "1998," for example
- -- but  didn't  take  into  account  that the year 2000 or "00,"  could  also be
interpreted  as 1900.  Uncorrected,  this problem could prevent  computers  from
accurately processing date-sensitive data after 1999.

Franklin  Templeton's  Information  Services & Technology division established a
Year 2000 Project  Team that has already  begun  making the  necessary  software
changes to help ensure that our computer  systems,  which  service the funds and
their shareholders, will be Year-2000 Compliant. As changes reach completion, we
will conduct  comprehensive  tests to verify their  effectiveness.  We will also
require all of our major  software or data  services  suppliers  to be Year-2000
Compliant.

In addition,  with an estimated 80% of businesses  facing the Year 2000 Problem,
mutual  fund  portfolio  managers  must be aware of the  impact it could have on
companies in their portfolios.  That's why Franklin Templeton portfolio managers
consistently  keep this issue in mind while  selecting  investments and managing
their portfolios.


GRAPHIC PICTURE OMITTED

Charles B. Johnson
President
Franklin Custodian Funds, Inc.


SHAREHOLDER LETTER

CONTENTS

Shareholder Letter                 1

Fund Reports

 Franklin Growth Fund              3

 Franklin DynaTech Fund            9

 Franklin Utilities Fund          14

 Franklin Income Fund             23

 Franklin U.S. Government
 Securities Fund                  32

Financial Highlights &
Statement of Investments          38

Financial Statements              64

Notes to
Financial Statements              70


Dear Shareholder:

We are  pleased to bring you the  Franklin  Custodian  Funds,  Inc.  semi-annual
report for the period ended March 31, 1998.

The future foretold?

In our Franklin  Custodian  Funds,  Inc. annual report of September 30, 1997, we
wrote, "It is important to remember E that markets correct -- in our opinion, it
is desirable for them to do so." I assure you that when we wrote these words, we
had no idea the market  was about to prove us  accurate  in quite so  dramatic a
fashion.  Less than a month later,  on October 27, the  Dow-Jones(R)  Industrial
Average (the Dow)  plummeted  7.18% causing the New York Exchange to close early
for the first time.*

Although  such a steep  descent may alarm some  investors,  it is  important  to
remember that periods of volatility offer  opportunities to purchase  companies'
stocks suddenly selling at more attractive  valuations.  This viewpoint probably
influenced many bargain-hunting  investors following the October 27 fall. On the
very  next  day,  the Dow not only  rose  4.71%,  but  continued  to rise to new
heights.  By the end of the period under review,  it stood at 8799.91,  compared
with its September 30 closing of 7945.26.*

The Asian flu: a global epidemic

The Dow's  precipitous drop on October 27, in large part,  resulted from concern
over growing financial crises in Asia. Following Thailand's currency devaluation
during the summer, many Asian markets plummeted, igniting a worldwide decline in
securities  markets.  Although  estimates  for Asian  market  recovery are still
matter of debate, it is clear that these crises had some positive aspects.


*Source:  Standard & Poor's(R)  Micropal.  The Dow Jones Industrial Average is a
price-weighted average of 30 actively traded blue chip stocks.


"Smart  investors  view their funds as  long-term  investments  and realize that
market  fluctuations  and short-term  volatility  have minimal impact upon their
long-term financial goals."

First,  the Asian  economies'  problems  are  generally  perceived to have had a
dampening effect on the U.S. economy, acting as a "light foot on the brake" that
might  otherwise  have been applied by the Federal  Reserve  Board's  raising of
interest rates. Second, while the Asian crises may negatively affect profits for
firms  that  export to the area,  the same  economic  conditions  could  benefit
businesses  that import from the region.  Third,  the  uncertainty  in the Asian
equity markets has resulted in a "flight to quality" making financial markets in
the U.S., whose economy has grown moderately without generating inflation,  more
attractive to investors worldwide.

A wake-up call

Market volatility such as that experienced during the six months under review is
like the proverbial  "wake-up call," rousing  investors from dreams of endlessly
rising  markets.  The fact is that  markets  always  have -- and always  will --
fluctuate. Will the market drop again in the near future? Or will it soar to new
heights? We cannot answer those questions, and neither can anyone else.

Smart  investors  view their funds as  long-term  investments  and realize  that
market  fluctuations  and short-term  volatility  have minimal impact upon their
long-term  financial  goals.  They  understand  that  patience,  discipline  and
diversification  are keys to successful  investing and that 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:  to provide  shareholders  with  careful
portfolio   selection,   broad   diversification   and   constant   professional
supervision. We encourage you to speak with your investment representative about
your financial goals,  diversify your investments,  and remember that it is time
- -- not timing -- that makes the difference.

As always, we appreciate your support,  welcome your comments,  and look forward
to serving your future investment needs.

Sincerely,



Charles B. Johnson
President
Franklin Custodian Funds, Inc.


FRANKLIN GROWTH FUND

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

During  the six  months  under  review,  the U.S.  stock  market  showed  strong
performance.  Fueled by moderate  economic growth,  healthy  corporate  profits,
relatively  low interest  rates,  and  virtually  non-existent  inflation,  many
domestic stock indices climbed to record highs.  However,  it was not all smooth
sailing. Global financial markets experienced severe volatility,  and many stock
prices  dropped  precipitously  as shock  waves from the Asian  currency  crises
spread around the world. When it became clear that the  international  community
was willing to involve itself in solving the Asian crises,  the U.S.  market not
only steadied, it continued its rise to new heights. By the end of the reporting
period, the Dow Jones Industrial average (the Dow) was 11.70% higher than it had
been on September  30, 1997.* Within this  environment,  Franklin  Growth Fund -
Class I  shares  posted  a  +10.34%  six-month  total  return  as  shown  in the
Performance Summary on page 5.

We realize that the fund  underperformed  the Dow on a short-term basis, but our
aim is to provide  solid  growth  over time,  not to achieve  wealth  overnight.
Knowing that stock prices do not move only in one  direction,  we were concerned
about the high  valuations of many stocks and kept the fund  relatively  liquid.
With 67% of total net assets  invested in common  stocks,  and 33% in short-term
maturities as of March 31, we believe we can  participate in any market advance,
albeit a bit more  slowly  than other  funds that are almost  fully  invested in
equities. Our sizeable cash position should enable us to make advantageous stock
purchases when bargains present themselves in the future.

During the reporting period,  the fund benefited from the performance of most of
its pharmaceutical and health care holdings.  Many of these stocks were aided by
highly  publicized  innovations  in the field,  and from the fact that investors
generally perceive this sector as relatively immune to cyclical  influences.  As
you can see in the  chart,  four of our  top 10  holdings  were in this  sector.
Schering-Plough  Corp., our largest holding, is a high-quality  company engaging
in the discovery, development, manufacturing and marketing of pharmaceutical and
health care  products  worldwide.  We believe that the  company's  stability and
geographic  diversity make it well positioned to benefit from changes within the
health care industry.


*Source: Standard & Poor's Micropal.


You will find a complete  listing of the fund's  portfolio  holdings,  including
dollar value and number of shares or principal  amount,  beginning on page 40 of
this report.

Franklin Growth Fund
Portfolio Breakdown
3/31/98

                                     % of Total
Sector                               Net Assets
- -----------------------------------------------
Pharmaceuticals                        13.45%

Transportation                          6.12%

Aerospace & Defense                     5.30%

Health Care - Diversified               5.00%

Data Services                           4.15%

Environmental Services                  3.75%

Business Services                       3.63%

Chemicals                               3.42%

Energy/Energy Services                  3.16%

Computer Hardware                       3.01%

Communications &
Entertainment                           2.67%

Electronics & Electrical
Equipment                               2.51%

Diversified Manufacturers               2.48%

Media & Broadcasting                    2.04%

Other Industries                        5.95%

Cash & Equivalents                     33.36%




Franklin Growth Fund
Top 10 Holdings
3/31/98

Company                             % of Total
Industry                            Net Assets
- ----------------------------------------------
Schering-Plough Corp.
PHARMACEUTICALS                       3.97%

Pfizer Inc.
PHARMACEUTICALS                       3.45%

Computer Sciences Corp.
DATA SERVICES                         2.67%

AMR Corp./DE
TRANSPORTATION                        2.40%

Minnesota Mining & Mfg Co.
DIVERSIFIED MANUFACTURING             1.83%

Bristol Myers Squibb Co.
PHARMACEUTICALS                       1.80%

UAL Corp.
TRANSPORTATION                        1.76%

Time Warner Inc.
MEDIA & BROADCASTING                  1.75%

Delta Air Lines, Inc.
TRANSPORTATION                        1.60%

Johnson & Johnson, Inc.
HEALTH CARE                           1.58%


The  fund's  holdings  did not  change  dramatically  over the course of the six
months under review -- a reflection of our "buy and hold"  investment  strategy.
As you know,  we purchase  stocks in what we believe to be quality  companies at
bargain  prices and hold them for the long term. We did,  however,  increase our
holdings of  International  Flavors and Fragrances  Inc.,  Ionics,  Inc.,  Cisco
Systems,  Inc. and Pall Corp. and initiated a position in Compaq  Computer Corp.
These  companies were coming out of slow business  periods,  and in our opinion,
their stocks were available at relatively reasonable prices.

Looking  forward,  we will maintain our focus on  high-quality  growth stocks of
well-managed  companies that dominate their respective  industries,  and that we
believe will retain their value regardless of general economic conditions. It is
our job to adjust to all economic environments,  and we are confident that given
the recent  stock  prices and the  conservative  allocation  of our assets,  our
value-oriented investment approach should position the fund to perform favorably
over the long term.

Please  remember,  this  discussion  reflects our views,  opinions and portfolio
holdings as of March 31, 1998, the end of the reporting period.  However, market
and economic conditions are changing constantly, which can be expected to affect
our  strategies  and  the  fund's  portfolio   composition.   Although  historic
performance  is no  guarantee  of future  results,  these  insights may help you
understand our investment and management philosophy.

We appreciate  your  support,  welcome your comments and look forward to serving
you in the future.

Sincerely,



V. Jerry Palmieri
Portfolio Manager
Franklin Growth Fund


PERFORMANCE SUMMARY

Class I

Franklin  Growth Fund - Class I produced a +10.34%  cumulative  total return for
the six-month period ended March 31, 1998.  Cumulative total return measures the
change in value of an investment, assuming reinvestment of dividends and capital
gains, if any, and does not include the sales charge.  We have always maintained
a long-term perspective when managing the fund, and we encourage 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 +290.03%  cumulative total return
for the 10-year period ended March 31, 1998.

The fund's share price, as measured by net asset value,  increased  $2.05,  from
$27.09 on  September  30,  1997,  to $29.14 on March 31,  1998.  In  addition to
distributing 46.60 cents ($0.4660) per share in dividend income, the fund made a
long-term  capital gain  distribution  of 20.23 cents ($0.2023) and a short-term
capital gain  distribution of 3.27 cents ($0.0327) during the six-month  period.
Distributions  will vary  depending on income earned by the fund and any profits
realized from the sale of securities in the  portfolio,  as well as the level of
the fund's operating  expenses.  Past distributions are not indicative of future
trends.

Franklin Growth Fund - Class I
Periods ended 3/31/98

                                                                      Since
                                                                    Inception
                                  1-YEAR     5-YEAR      10-YEAR    (3/31/48)
- --------------------------------------------------------------------------------
Cumulative Total Return1           27.36%    129.22%     290.03%     21,944.26%

Average Annual Total Return2       21.61%     16.96%      14.05%         11.29%

Value of $10,000 Investment3      $12,161    $21,890     $37,230     $2,106,636

                       3/31/94     3/31/95     3/31/96     3/31/97     3/31/98
- --------------------------------------------------------------------------------
One-Year Total Return4  1.06%       20.43%      33.44%      10.81%      27.36%

1.  Cumulative  total return  measures the change in value of an investment over
the periods indicated and does not include the sales charge.

2. Average annual total return  represents the average annual change in value of
an investment over the periods indicated and includes 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 periods indicated and include the sales charge.

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

Note:  Prior to July 1, 1994,  Class I 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 calculations assume reinvestment of dividends and capital gains at net asset
value.  Since markets can go down as well as up, 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 produced a +9.91%  cumulative  total return for
the six-month period ended March 31, 1998.  Cumulative total return measures the
change in value of an investment, assuming reinvestment of dividends and capital
gains, if any, and does not include sales charges.  We have always  maintained a
long-term  perspective when managing the fund, and we encourage  shareholders to
view their investments in a similar manner. As you can see from the table below,
the fund's Class II shares delivered a +79.50% cumulative total return since the
shares became available on May 1, 1995.

The fund's share price,  as measured by net asset value,  increased $2.07 cents,
from $26.70 on September  30, 1997,  to $28.77 on March 31, 1998. In addition to
distributing 30.31 cents ($0.3031) per share in dividend income, the fund made a
long-term  capital gain  distribution  of 20.23 cents ($0.2023) and a short-term
capital gain  distribution of 3.27 cents ($0.0327) during the six-month  period.
Distributions  will vary  depending on income earned by the fund and any profits
realized from the sale of securities in the  portfolio,  as well as the level of
the fund's operating  expenses.  Past distributions are not indicative of future
trends.

Franklin Growth Fund - Class II
Periods ended 3/31/98

                                               Since
                                             Inception
                                 1-YEAR       (5/1/95)
- ---------------------------------------------------------
Cumulative Total Return1         26.38%       79.50%

Average Annual Total Return2     24.15%       21.80%

Value of $10,000 Investment3     $12,415     $17,771

1. Cumulative total return  represents the change in value of an investment over
the periods indicated and does not include sales charges.

2. Average annual total return  represents the average annual change in value of
an  investment  over the periods  indicated  and includes 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.

All calculations assume reinvestment of dividends and capital gains at net asset
value.  Since markets can go down as well as up, 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 produced a +10.48%  cumulative total return
for the six-month period ended March 31, 1998.  Cumulative total return measures
the change in value of an  investment,  assuming  reinvestment  of dividends and
capital gains, if any.

The fund's share price, as measured by net asset value,  increased  $2.03,  from
$27.13 on  September  30,  1997,  to $29.16 on March 31,  1998.  In  addition to
distributing 52.30 cents ($0.5230) in dividend income, the fund made a long-term
capital gain distribution of 20.23 cents ($0.2023) and a short-term capital gain
distribution  of 3.27 cents  ($0.0327)  during the six-month  reporting  period.
Distributions  will vary  depending on income earned by the fund and any profits
realized from the sale of securities in the  portfolio,  as well as the level of
the fund's operating  expenses.  Past distributions are not indicative of future
trends.

Franklin Growth Fund - Advisor Class
Periods ended 3/31/98

                                                                   Since
                                                                 Inception
                                  1-YEAR*   5-YEAR*   10-YEAR*   (3/31/48)*
- --------------------------------------------------------------------------------
Cumulative Total Return1           27.60%   129.85%    291.10%   22,004.76%

Average Annual Total Return1       27.60%    18.11%     14.61%       11.40%

Value of $10,000 Investment2      $12,760   $22,985    $39,110   $2,210,476

                            3/31/94   3/31/95   3/31/96   3/31/97   3/31/98
- --------------------------------------------------------------------------------
One-Year Total Return*,3     1.06%     20.43%    33.44%    10.91%    27.60%

*On January 2, 1997,  the fund began  selling  Advisor  Class  shares to certain
eligible  investors as described  in the  prospectus.  This share class does not
have sales  charges  or a Rule  12b-1  plan.  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 sales
charge,  but including the effect of the 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 fees and expenses  applicable
only to  that  class.  Since  January  2,  1997  (commencement  of  sales),  the
cumulative total return of Advisor Class shares was 28.98%. This was a period of
generally rising securities prices.

1. Cumulative total return  represents 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 periods indicated.

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

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

All calculations assume reinvestment of dividends and capital gains at net asset
value.  Since markets can go down as well as up, investment return and principal
value will  fluctuate with market  conditions.  You may have a gain or loss when
you sell your shares.


FRANKLIN DYNATECH FUND

- --------------------------------------------------------------------------------
Your Fund's  Objective:  Franklin  DynaTech Fund seeks capital  appreciation  by
investing primarily in companies emphasizing technological development.
- --------------------------------------------------------------------------------

During the six months under review, U.S.  unemployment fell,  inflation remained
benign,  and the domestic economy  maintained modest expansion.  However,  Asian
currency crises created economic havoc in many countries throughout that region,
and global stock markets  experienced  severe  volatility.  In the U.S., the Dow
Jones  Industrial  Average (the Dow) dropped 7.18% on October 27, 1997.  The Dow
was  11.70%  higher at the close of the  reporting  period  than it had been six
months earlier despite this correction. Technology-related issues, an area where
the fund focuses,  underperformed  the broader  markets,  mainly because of this
sector's higher than average sensitivity to Asian market conditions. Within this
environment,  the fund's Class I shares provided a +2.37% six-month total return
as  shown in the  Performance  Summary  on page  11.  The  Hambrecht  and  Quist
Technology Index posted a 2.10% six-month total return.*

The fund's  performance  during the reporting period benefited from appreciation
in many of its  telecommunications  investments  and from its health care sector
holdings,  including  pharmaceuticals  and  health  care  technology  positions.
However,  near-term  weakness in semiconductors  and computer hardware partially
offset those gains.

Although  the  October  correction  was  disturbing  to  some,  we  saw it as an
opportunity  to purchase  stocks of  companies  in a variety of industry  groups
suddenly  selling at more  attractive  valuations.  Seeking to take advantage of
this, we  established a new position in Worldcom Inc., one of the U.S.'s fastest
growing telecommunications  services providers. In our opinion, Worldcom Inc. is
in an advantageous position to leverage the burgeoning opportunities in data and
Internet traffic when its pending acquisition of MCI Corp. is complete.  We also
purchased  Tellabs Inc. -- a manufacturer of high-speed voice and data transport
equipment.  We believe  that the rapidly  changing  telecommunications  industry
offers investors the potential for strong capital appreciation, and as the chart
on the previous page shows, it represented  6.64% of the fund's total net assets
on March 31, 1998.


*Source:  Standard & Poor's Micropal.  The Hambrecht & Quist Technology Index is
composed  of  the  publicly  traded  stocks  of  approximately   275  technology
companies.  Total  return  includes  reinvested  dividends.  One  cannot  invest
directly in an index.


You will find a complete  listing of the fund's  portfolio  holdings,  including
dollar value and number of shares or principal  amount,  beginning on page 45 of
this report.

Franklin DynaTech Fund
Portfolio Breakdown
3/31/98

                                 % of Total
Sector                           Net Assets
- -------------------------------------------
Semiconductors                    11.19%

Computer Software                  9.83%

Telecommunications                 6.64%

Computer Hardware                  5.55%

Pharmaceuticals                    4.91%

Networking                         3.71%

Retail                             2.41%

Precision Instruments              1.93%

Medical Services                   1.79%

Data Services                      0.98%

Other                              9.16%

Cash Equivalents                  41.90%




Franklin DynaTech Fund
Top 10 Holdings
3/31/98

                                % of Total
Company                         Net Assets
- ------------------------------------------
Intel Corp.                       10.28%

Microsoft Corp.                    7.57%

Motorola Inc.                      3.99%

Hewlett-Packard Co.                2.98%

Cisco Systems Inc.                 2.89%

Warner-Lambert Co.                 2.40%

Compaq Computer Corp.              2.19%

Thermo Electron Corp.              1.60%

Schering-Plough Corp.              1.54%

Toys R Us Inc.                     1.53%


Looking forward, we believe that uncertainties regarding the impact of the Asian
financial  crises are still cause for concern.  However,  it is also our opinion
that the crises should not derail the underlying  strength of the U.S.  economy.
Some economists are, in fact,  estimating that the impact to U.S. Gross Domestic
Product could be only 0.5%. We are  optimistic  that the Asian crises' impact on
technology shares will diminish,  and that, in the long term,  companies driving
technological  development and  productivity  increases  should provide superior
returns  to  investors.  Such  companies  have  been one of the  leading  forces
allowing  the U.S.  economy to grow at solid rates,  and we remain  committed to
seeking attractive investment opportunities in them for the fund's shareholders.

Please  remember,  this  discussion  reflects our views,  opinions and portfolio
holdings as of March 31, 1998, the end of the reporting period.  However, market
and economic conditions are changing constantly, which can be expected to affect
our  strategies  and  the  fund's  portfolio   composition.   Although  historic
performance  is no  guarantee  of future  results,  these  insights may help you
understand our investment and management philosophy.

We appreciate  your  support,  welcome your comments and look forward to serving
you in the future.

Sincerely,



Rupert Johnson



Lisa Costa

Portfolio Management Team
Franklin DynaTech Fund


PERFORMANCE SUMMARY

Class I

Franklin  DynaTech Fund - Class I produced a +2.37%  cumulative total return for
the six-month period ended March 31, 1998.  Cumulative total return measures the
change in value of an investment, assuming reinvestment of dividends and capital
gains, if any, and does not include the sales charge.  We have always maintained
a long-term perspective when managing the fund, and we encourage shareholders to
view their  investments  in a similar  manner.  As you can see from the table on
page 12, the fund's Class I shares delivered a +332.97%  cumulative total return
for the 10-year period ended March 31, 1998.

The fund's share price, as measured by net asset value, decreased 76 cents, from
$18.48 on  September  30,  1997,  to $17.72 on March 31,  1998.  In  addition to
distributing  17 cents  ($0.170) in dividend  income,  the fund made a long-term
capital gain  distribution  of 97 cents ($0.97)  during the six-month  reporting
period.  Distributions  will vary depending on income earned by the fund and any
profits  realized from the sale of securities in the  portfolio,  as well as the
level of the fund's operating expenses. Past distributions are not indicative of
future trends.

Franklin DynaTech Fund - Class I
Periods ended 3/31/98

                                                                   Since
                                                                 Inception
                               1-YEAR     5-YEAR      10-YEAR    (3/31/48)
- --------------------------------------------------------------------------------
Cumulative Total Return1       25.87%     123.25%     332.97%    1,542.88%

Average Annual Total Return2   20.19%      16.35%      15.26%        9.52%

Value of $10,000 Investment3  $12,019     $21,326     $41,379     $156,695

                           3/31/94   3/31/95   3/31/96   3/31/97   3/31/98
- --------------------------------------------------------------------------------
One-Year Total Return4       4.36%    12.18%    20.90%    25.31%    25.87%

1.  Cumulative  total return  measures the change in value of an investment over
the periods indicated and does not include the sales charge.

2. Average annual total return  represents the average annual change in value of
an investment over the periods indicated and includes 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 periods indicated and include the sales charge.

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

Note:  Prior to July 1, 1994,  Class I 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 calculations assume reinvestment of dividends and capital gains at net asset
value.  Since markets can go down as well as up, 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 produced a +1.80% cumulative total return for
the six-month period ended March 31, 1998.  Cumulative total return measures the
change in value of an investment, assuming reinvestment of dividends and capital
gains, if any, and does not include sales charges.  We have always  maintained a
long-term  perspective when managing the fund, and we encourage  shareholders to
view their investments in a similar manner. As you can see from the table below,
the fund's Class II shares delivered a +40.34% cumulative total return since the
shares became available on September 16, 1996.

The fund's share price, as measured by net asset value, decreased 81 cents, from
$18.30 on  September  30,  1997,  to $17.49 on March 31,  1998.  In  addition to
distributing 11.82 cents ($0.1182) in dividend income, the fund made a long-term
capital gain  distribution  of 97 cents ($0.97)  during the six-month  reporting
period.  Distributions  will vary depending on income earned by the fund and any
profits  realized from the sale of securities in the  portfolio,  as well as the
level of the fund's operating expenses. Past distributions are not indicative of
future trends.

Franklin DynaTech Fund - Class II
Periods ended 3/31/98

                                                 Since
                                               Inception
                                    1-YEAR     (9/16/96)
- ---------------------------------------------------------
Cumulative Total Return1            24.44%      40.34%

Average Annual Total Return2        22.22%      23.86%

Value of $10,000 Investment3        $12,222     $13,892


1. Cumulative total return  represents the change in value of an investment over
the periods indicated and does not include sales charges.

2. Average annual total return  represents the average annual change in value of
an  investment  over the periods  indicated  and includes 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.

All calculations assume reinvestment of dividends and capital gains at net asset
value.  Since markets can go down as well as up, investment return and principal
value will  fluctuate  with market  conditions,  and you may have a gain or loss
when you sell your shares.




GRAPHIC MATERIAL 1 OMITTED - SEE APPENDIX AT END OF DOCUMENT




FRANKLIN UTILITIES FUND

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

Over the  six-month  reporting  period,  Franklin  Utilities  Fund posted strong
results with Class I shares up 19.35%.  Both economic and industry  issues drove
this superior  performance.  In light of the markets'  overall  volatility,  the
Asian  currency   crises  and  the  recent   discussions   concerning   economic
deflationary  pressures,  investors  once again  looked at  utility  stocks as a
defensive investment.

Investors  began to revalue  the  electric  utility  industry  as they took into
account the industry's improved regulatory clarity and strong financial profile.
We  believe  that  after  several  years  of  electric   utility   restructuring
discussions,  investors  came  to  view  the new  competitive  electric  utility
generation  market as one in which electric  companies  generally  should remain
healthy and, in many cases, thrive.

The balance  sheets of many of these  companies look stronger now than they have
over the past decade.  As a group,  the electric  utility  industry  became free
cash-flow  positive  in the  third  quarter  of 1995.  At the end of  1996,  the
electric utilities' dividend payout ratio of 71% was at its lowest level in over
10 years.1 This reflects  many  utilities'  ability to maintain  high  dividends
while increasing cash on hand. Also, constructive  legislation in several states
now allows such companies to potentially  recover a substantial portion of their
stranded costs.  This clarifying  legislation  which bodes well for the industry
should improve these companies' current and ongoing financial positions.


1. Source: Edison Electric Institute.


You will find a complete  listing of the fund's  portfolio  holdings,  including
dollar value and number of shares or principal  amount,  beginning on page 50 of
this report.


What are stranded costs?

Under  traditional  regulation,  utility  companies  were  required to build and
maintain  generation  plants,  transmission  and  distribution  lines  and other
equipment. The regulators set rates that companies could charge customers to pay
for these  costs,  spread  over as much as 30  years.  When  retail  competition
begins,  customers  may choose a  different  electricity  supplier,  and will no
longer pay for the  facilities  that were  built to serve  them;  thus  creating
"stranded costs" for their former electricity suppliers.2

In the transition to a competitive environment,  many electric utility companies
issued rate refunding bonds and sold or increased  depreciation of a substantial
portion of their  generation  plants.  These measures should further enhance the
industry's  cash-flow position.  What these companies do with the new-found free
cash  flow may  seriously  impact  future  earnings  growth.  We  believe  that,
generally,  utilities  are likely to use the proceeds to reduce  debt,  buy back
common  shares  and  pursue   additional  global   diversification   efforts  in
energy-related industries.

All of the above should enhance the industry's  long-term  earnings growth rate.
This growth comes from energy outsourcing,  asset redeployment and other service
offerings  such  as   telecommunications,   home   security,   heating  and  air
conditioning.  Some of the companies in the fund's portfolio that we believe are
benefiting from these trends include PG&E Corp.,  Duke Energy Corp.,  FPL Group,
Inc., New Century Energies, Inc., CINergy Corp. and CMS Energy Trust.


2. Source: Ibid. 3/98.


Franklin Utilities Fund
Top 10 Holdings
3/31/98

                                 % of Total
Company                          Net Assets
- -------------------------------------------
PG & E Corp.                       4.51%

Southern Co.                       4.14%

Duke Energy Corp.                  4.07%

Florida Progress Corp.             4.06%

New Century Energies, Inc.         4.02%

FPL Group, Inc.                    3.90%

Teco Energy, Inc.                  3.74%

Dominion Resources, Inc.           3.56%

CINergy Corp.                      3.48%

SCANA Corp.                        3.38%


On a valuation basis, we believe the electric industry looks like a bargain.  As
of March 31,  1998,  many  electric  companies  had  long-term  earnings  growth
estimates of 6%-10%,  an average price to earnings ratio (P/E) of 14.5 and yield
of 4%.  This  compared  favorably  with the S&P  500(R),  whose  consensus  1998
earnings  growth  estimates  declined  to 6.8%,  with an average P/E of 22 and a
yield of 1.5%.3

Please  remember,  this  discussion  reflects our views,  opinions and portfolio
holdings as of March 31, 1998, the end of the reporting period.  However, market
and economic conditions are changing constantly, which can be expected to affect
our  strategies  and  the  fund's  portfolio   composition.   Although  historic
performance  is no  guarantee  of future  results,  these  insights may help you
understand our investment and management philosophy.

We appreciate  your  support,  welcome your comments and look forward to serving
you in the future.

Sincerely,



Sally Edwards Haff
Portfolio Manager
Franklin Utilities Fund


3. Source: Baseline; Bloomberg, Factset.


PERFORMANCE SUMMARY

Class I

Franklin Utilities Fund - Class I produced a +19.35% cumulative total return for
the six-month period ended March 31, 1998.  Cumulative total return measures the
change in value of an investment, assuming reinvestment of dividends and capital
gains, if any, and does not include the sales charge.  We have always maintained
a long-term perspective when managing the fund, and we encourage shareholders to
view their  investments  in a similar  manner.  As you can see from the table on
page 18, the fund's Class I shares delivered a +213.06%  cumulative total return
for the 10-year period ended March 31, 1998.

The fund's share price, as measured by net asset value,  increased  $1.37,  from
$10.04 on  September  30,  1997,  to $11.41 on March 31,  1998.  In  addition to
distributing 26.20 cents ($0.2620) in dividend income, the fund made a long-term
capital  gain  distribution  of  26.24  cents  ($0.2624)  during  the  six-month
reporting period. Distributions will vary depending on income earned by the fund
and any profits  realized from the sale of securities in the portfolio,  as well
as the  level of the  fund's  operating  expenses.  Past  distributions  are not
indicative of future trends.

Based  on the  maximum  offering  price of  $11.92  on March  31,  1998,  and an
annualization of the most recent quarterly dividend of 13.10 cents ($0.1310) per
share, the fund's distribution rate was 4.40%.

Franklin Utilities Fund - Class I
Periods ended 3/31/98

                                                                   Since
                                                                  Inception
                                1-YEAR     5-YEAR      10-YEAR    (9/30/48)
- --------------------------------------------------------------------------------
Cumulative Total Return1         31.55%    57.34%      213.06%    13,955.41%

Average Annual Total Return2     25.90%     8.54%       11.60%        10.41%

Value of $10,000 Investment3    $12,590   $15,062      $29,957    $1,343,348


Distribution Rate4            4.40%

30-Day Standardized Yield5    4.25%

                              3/31/94   3/31/95   3/31/96   3/31/97   3/31/98
- --------------------------------------------------------------------------------
One-Year Total Return6         -7.16%    2.25%     24.02%    1.59%     31.55%


1.  Cumulative  total return  measures the change in value of an investment over
the periods indicated and does not include the sales charge.

2. Average annual total return  represents the average annual change in value of
an investment over the periods indicated and includes 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 most recent 13.10 cent
per share quarterly  dividend and the maximum  offering price of $11.92 on March
31, 1998.

5. Yield,  calculated  as  required by the SEC, is based on the  earnings of the
fund's portfolio for the 30 days ended March 31, 1998.

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

Note:  Prior to July 1, 1994,  Class I 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 calculations assume reinvestment of dividends and capital gains at net asset
value.  Since markets can go down as well as up, 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 produced a +19.09%  cumulative  total return
for the six-month period ended March 31, 1998.  Cumulative total return measures
the change in value of an  investment,  assuming  reinvestment  of dividends and
capital  gains,  if any,  and does not  include  sales  charges.  We have always
maintained a long-term  perspective  when  managing  the fund,  and we encourage
shareholders to view their  investments in a similar manner. As you can see from
the table on page 20, the fund's Class II shares delivered a +60.37%  cumulative
total return since the shares became available on May 1, 1995.

The fund's share price, as measured by net asset value,  increased  $1.38,  from
$10.02 on  September  30,  1997,  to $11.40 on March 31,  1998.  In  addition to
distributing 22.54 cents ($0.2254) in dividend income, the fund made a long-term
capital  gain  distribution  of  26.24  cents  ($0.2624)  during  the  six-month
reporting period. Distributions will vary depending on income earned by the fund
and any profits  realized from the sale of securities in the portfolio,  as well
as the  level of the  fund's  operating  expenses.  Past  distributions  are not
indicative of future trends.

Based  on the  maximum  offering  price of  $11.52  on March  31,  1998,  and an
annualization of the most recent quarterly dividend of 11.63 cents ($0.1163) per
share, the fund's distribution rate was 4.04%.

Franklin Utilities Fund - Class II
Periods Ended 3/31/98

                                                Since
                                              Inception
                                 1-YEAR       (5/1/95)
- --------------------------------------------------------------------------------
Cumulative Total Return1          30.93%        60.37%

Average Annual Total Return2      28.69%        17.18%

Value of $10,000 Investment3      $12,869      $15,876

Distribution Rate4             4.04%

30-Day Standardized Yield5     3.88%

1. Cumulative total return  represents the change in value of an investment over
the periods indicated and does not include sales charges.

2. Average annual total return  represents the average annual change in value of
an  investment  over the periods  indicated  and includes 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 most recent 11.63 cent
per share quarterly  dividend and the maximum  offering price of $11.52 on March
31, 1998.

5. Yield,  calculated  as  required by the SEC, is based on the  earnings of the
fund's portfolio for the 30 days ended March 31, 1998.

All calculations assume reinvestment of dividends and capital gains at net asset
value.  Since markets can go down as well as up, 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  produced a +19.43%  cumulative  total
return for the six-month  period ended March 31, 1998.  Cumulative  total return
measures  the  change  in  value  of an  investment,  assuming  reinvestment  of
dividends and capital gains, if any.

The fund's share price, as measured by net asset value,  increased  $1.37,  from
$10.04 on  September  30,  1997,  to $11.41 on March 31,  1998.  In  addition to
distributing 26.90 cents ($0.2690) in dividend income, the fund made a long-term
capital  gain  distribution  of  26.24  cents  ($0.2624)  during  the  six-month
reporting period. Distributions will vary depending on income earned by the fund
and any profits  realized from the sale of securities in the portfolio,  as well
as the  level of the  fund's  operating  expenses.  Past  distributions  are not
indicative of future trends.

Based on the fund's net asset  value price of $11.41 on March 31,  1998,  and an
annualization of the most recent quarterly dividend of 13.47 cents ($0.1347) per
share, the fund's distribution rate was 4.72%.

Franklin Utilities Fund - Advisor Class
Periods ended 3/31/98

                                                                     Since
                                                                    Inception
                                  1-YEAR*     5-YEAR*    10-YEAR*   (9/30/48)*
- --------------------------------------------------------------------------------
Cumulative Total Return1           31.73%      57.60%      213.58%   13,978.98%

Average Annual Total Return1       31.73%       9.52%       12.11%       10.51%

Value of $10,000 Investment2      $13,173      $15,760     $31,358    $1,407,898

Distribution Rate3             4.72%

30-Day Standardized Yield4     4.55%

                              3/31/94   3/31/95   3/31/96   3/31/97   3/31/98
- --------------------------------------------------------------------------------
One-Year Total Return*,5       -7.16%    2.25%     24.02%    1.62%     31.73%

*On January 2, 1997,  the fund began  selling  Advisor  Class  shares to certain
eligible  investors as described  in the  prospectus.  This share class does not
have sales  charges  or a Rule  12b-1  plan.  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 sales
charge,  but including the effect of the 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 fees and expenses  applicable
only to  that  class.  Since  January  2,  1997  (commencement  of  sales),  the
cumulative total return of Advisor Class shares was 30.91%. This was a period of
generally rising securities prices.

1. Cumulative total return  represents 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 periods indicated.

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

3.  Distribution rate is based on an annualization of the most recent 13.47 cent
per share  quarterly  dividend  and the net asset value price of $11.41 on March
31, 1998.

4. Yield,  calculated  as  required by the SEC, is based on the  earnings of the
fund's portfolio for the 30 days ended March 31, 1998.

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

All calculations assume reinvestment of dividends and capital gains at net asset
value.  Since markets can go down as well as up, investment return and principal
value will  fluctuate with market  conditions.  You may have a gain or loss when
you sell your shares.


FRANKLIN INCOME FUND

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

The U.S.  stock market  continued  its steady  climb  upward after  experiencing
volatility  during the first half of the reporting  period.  This volatility was
due in part to concerns of slowing  economic growth resulting from the potential
influence of Asia's economic turmoil. Conversely, the bond market benefited from
these same concerns, in addition to reports of low inflation and a possible U.S.
government budget surplus.  Within this  environment,  the fund's Class I shares
posted a +8.22%  six-month  cumulative  total return as shown in the Performance
Summary on page 26.

Although presented with several investment opportunities, as well as the ability
to take profits in securities that no longer fit our valuation criteria,  we did
not  significantly  change the portfolio sector  weightings during the reporting
period.  Compared  with our last report on September  30, 1997,  the fund's bond
weighting  decreased  from 53% to 51.5% of total net  assets.  The fund's  stock
weighting  increased  from  40.2% to 42.2%  due in part to  appreciation  of our
utility stock holdings. The fund's cash position declined from 5.2% to 5.1%.

The fund's bond holdings  consisted of  corporate,  foreign,  and U.S.  Treasury
bonds.  Corporate bonds,  representing our largest fixed-income weighting (28.3%
of total net assets),  performed  positively over the period despite volatility.
We remained  selective with respect to our investment in corporate bonds, due to
relatively  high  valuations  in that  sector.  However,  we  were  able to find
attractive  investments,  including  new positions in Venetian  Casino/LV  Sands
(Gaming),  Denbury  Management Inc.  (Energy),  and Nextel  Communications  Inc.
(Telecommunications).  In  addition,  companies  seeking to retire  debt  either
called or tendered several of the fund's bonds at premium prices.


You will find a complete  listing of the fund's  portfolio  holdings,  including
dollar value and number of shares or principal  amount,  beginning on page 54 of
this report.


What are Brady bonds?

Brady  bonds are public  issue,  U.S.  dollar  denominated  bonds of  developing
countries, mainly in Latin America, that were exchanged, in a restructuring, for
commercial  bank loans in default.  The  securities are  collateralized  by U.S.
Treasury zero-coupon bonds to ensure principal.*

Foreign  bond  positions  turned in a strong  performance,  rebounding  from the
effect of Asia's economic  turmoil.  Seeking to take advantage of weakness early
in the  period,  we  added  to our  dollar-denominated  Brazilian  Brady  bonds,
reflecting  our belief that Brazil's  economic  progress  would not be adversely
affected by events in the Far East.

We added to the fund's Treasury  holdings during the period, as we believed that
Treasury  bonds  represented  an  attractive  investment,  due  to  the  current
environment  of subdued  inflation  and prospects  for a balanced  budget.  As a
result,  U.S.  Treasury bonds represented 12.9% of total net assets on March 31,
1998, up from 11.4% six months earlier.

The fund's equity sectors delivered mixed performance.  Utility stocks performed
well due, in part, to attractive valuations and lower interest rates. We believe
utility stocks continue to offer attractive yields relative to the broader stock
market,  as well as improved  opportunities  for growth from  companies that are
successfully adapting to a deregulated  environment.  The fund's gold and energy
stock sectors  experienced  declines during the period for varied reasons.  Gold
bullion  suffered a steep decline in price amid  uncertainty  related to central
bank  reserve  selling.  We added to several  foreign  gold stock  positions  at
attractive prices,  including Free State Consolidated Gold Mines Ltd., Anglogold
Ltd.,  and  Western  Deep  Level  Ltd.  Weakness  in energy  stocks,  related to
declining  oil prices,  also  offered what we believe are  attractive  long-term
values.  Consequently,  we established new positions in Energy Ventures Inc. and
Lomak Financing Trust convertible preferred stocks.


*Source:  Dictionary  of Finance  and  Investment  Terms.  Barron's  Educational
Series, Inc., 1995.


Looking at other sectors,  we purchased a new real estate convertible  position,
Glenborough Realty Trust Inc. (REIT), that offers exposure to a diversified real
estate company with  attractive  dividend yield. We also initiated a convertible
position in Asian Pulp & Paper Co. Ltd.  (Paper),  as we believed the  company's
position as a global  low-cost  producer with access to rapidly  growing markets
would produce strong total  returns.  Finally,  we sold several stock  positions
that no longer fit our valuation criteria.

As we look toward the second half of the fund's fiscal year, we remain selective
with respect to new investments amid historically high valuations for stocks and
corporate   bonds.   However,   we  will  maintain  our  search  for  investment
opportunities  across markets.  As always,  we remain committed to following our
value-oriented approach,  searching for income and growth from a diversified mix
of stocks, bonds and cash.

Please  remember,  this  discussion  reflects our views,  opinions and portfolio
holdings as of March 31, 1998, the end of the reporting period.  However, market
and economic conditions are changing constantly, which can be expected to affect
our  strategies  and  the  fund's  portfolio   composition.   Although  historic
performance  is no  guarantee  of future  results,  these  insights may help you
understand our investment and management philosophy.

We appreciate  your  support,  welcome your comments and look forward to serving
you in the future.

Sincerely,



Charles B. Johnson



Matt Avery

Portfolio Management Team
Franklin Income Fund



Franklin Income Fund
Portfolio Breakdown
3/31/98

                                % of Total
Sector                          Net Assets
- ------------------------------------------
Corporate Bonds                   26.44%

Utility                           23.50%

U.S. Treasury Bonds
& Notes                           12.92%

Foreign Bonds                     12.12%

Energy/Energy Services             7.17%

Real Estate                        2.57%

Metals                             2.19%

Telecommunication                  1.98%

Consumer Products                  1.77%

Cable & Media                      0.96%

Other                              2.07%

Cash                               6.31%


PERFORMANCE SUMMARY

Class I

Franklin Income Fund - Class I produced a +8.22% cumulative total return for the
six-month  period ended March 31,  1998.  Cumulative  total return  measures the
change in value of an investment, assuming reinvestment of dividends and capital
gains, if any, and does not include the sales charge.  We have always maintained
a long-term perspective when managing the fund, and we encourage 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 +219.23%  cumulative total return
for the 10-year period ended March 31, 1998.

The fund's share price, as measured by net asset value,  increased 8 cents, from
$2.49 on  September  30,  1997,  to $2.57 on March  31,  1998.  In  addition  to
distributing  9 cents  ($0.0900) in dividend  income,  the fund made a long-term
capital gain distribution of 2.8 cents ($0.0280) during the six-month  reporting
period.  Distributions  will  vary  based on  income  earned by the fund and any
profits  realized from the sale of securities in the  portfolio,  as well as the
level of the fund's operating expenses. Past distributions are not predictive of
future trends.

Based on an  annualization  of March's monthly  per-share  dividend of 1.5 cents
($0.015) and the maximum  offering price of $2.68 on March 31, 1998, your fund's
distribution rate was 6.72%.

Franklin Income Fund - Class I
Periods ended 3/31/98

                                                              Since
                                                             Inception
                               1-YEAR    5-YEAR   10-YEAR    (8/31/48)
- --------------------------------------------------------------------------------
Cumulative Total Return1       20.62%     70.57%   219.23%   22,476.33%

Average Annual Total Return2   15.64%     10.34%    11.80%       11.45%

Value of $10,000 Investment3   $11,564   $16,358   $30,510   $2,163,567

Distribution Rate4           6.72%

30-Day Standardized Yield5   6.02%

                             3/31/94   3/31/95   3/31/96   3/31/97   3/31/98
- --------------------------------------------------------------------------------
One-Year Total Return6        6.72%     2.78%     17.23%    9.97%     20.62%

1.  Cumulative  total return  measures the change in value of an investment over
the periods indicated and does not include the sales charge.

2. Average annual total return  represents the average annual change in value of
an investment over the periods indicated and includes 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 March's 1.5 cent per share
monthly dividend and the maximum offering price of $2.68 on March 31, 1998.

5. Yield,  calculated  as  required by the SEC, is based on the  earnings of the
fund's portfolio for the 30 days ended March 31, 1998.

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

Note:  Prior to July 1, 1994,  Class I 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 calculations assume reinvestment of dividends and capital gains at net asset
value.  Since markets can go down as well as up, 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 produced a +7.93%  cumulative  total return for
the six-month period ended March 31, 1998.  Cumulative total return measures the
change in value of an investment, assuming reinvestment of dividends and capital
gains, if any, and does not include the sales charge.  We have always maintained
a long-term perspective when managing the fund, and we encourage 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 +49.08%  cumulative total return
since the shares became available on May 1, 1995.

The fund's share price, as measured by net asset value,  increased 8 cents, from
$2.49 on  September  30,  1997,  to $2.57 on March  31,  1998.  In  addition  to
distributing 8.34 cents ($0.0834) in dividend income,  the fund made a long-term
capital gain distribution of 2.8 cents ($0.0280) during the six-month  reporting
period.  Distributions  will  vary  based on  income  earned by the fund and any
profits  realized from the sale of securities in the  portfolio,  as well as the
level of the fund's operating expenses. Past distributions are not predictive of
future trends.

Based on an  annualization of March's monthly  per-share  dividend of 1.39 cents
($0.0139) and the maximum offering price of $2.60 on March 31, 1998, your fund's
distribution rate was 6.42%.

Franklin Income Fund - Class II
Periods ended 3/31/98

                                                   Since
                                                 Inception
                                      1-YEAR     (5/1/95)
- --------------------------------------------------------------
Cumulative Total Return1               19.49%     49.08%

Average Annual Total Return2           17.48%     14.32%

Value of $10,000 Investment3           $11,748    $14,772

Distribution Rate4            6.42%

30-Day Standardized Yield5    5.74%

1. Cumulative total return  represents the change in value of an investment over
the periods indicated and does not include sales charges.

2. Average annual total return  represents the average annual change in value of
an  investment  over the periods  indicated  and includes 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 March's 1.39 cent per share
monthly dividend and the maximum offering price of $2.60 on March 31, 1998.

5. Yield,  calculated  as  required by the SEC, is based on the  earnings of the
fund's portfolio for the 30 days ended March 31, 1998.

All calculations assume reinvestment of dividends and capital gains at net asset
value.  Since markets can go down as well as up, 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 produced a +8.33%  cumulative  total return
for the six-month period ended March 31, 1998.  Cumulative total return measures
the change in value of an  investment,  assuming  reinvestment  of dividends and
capital  gains,  if any, and does not include the sales  charge.  We have always
maintained a long-term  perspective  when  managing  the fund,  and we encourage
shareholders to view their investments in a similar manner.

The fund's share price, as measured by net asset value,  increased 8 cents, from
$2.48 on  September  30,  1997,  to $2.56 on March  31,  1998.  In  addition  to
distributing 9.19 cents ($0.0919) in dividend income,  the fund made a long-term
capital gain distribution of 2.8 cents ($0.0280) during the six-month  reporting
period.  Distributions  will  vary  based on  income  earned by the fund and any
profits  realized from the sale of securities in the  portfolio,  as well as the
level of the fund's operating expenses. Past distributions are not predictive of
future trends.

Based on an  annualization of March's monthly  per-share  dividend of 1.53 cents
($0.0153)  and the net  asset  value of $2.56 on March  31,  1998,  your  fund's
distribution rate was 7.17%.

Franklin Income Fund - Advisor Class
Periods ended 3/31/98

                                                               Since
                                                             Inception
                                 1-YEAR*  5-YEAR*  10-YEAR*  (8/31/48)*
- --------------------------------------------------------------------------------
Cumulative Total Return1          20.37%   70.27%  218.66%   22,436.30%

Average Annual Total Return1      20.37%   11.23%   12.29%       11.55%

Value of $10,000 Investment2     $12,037  $17,027  $31,866   $2,253,630

Distribution Rate3            7.17%

30-Day Standardized Yield4    6.45%

                           3/31/94   3/31/95   3/31/96   3/31/97   3/31/98
- --------------------------------------------------------------------------------
One-Year Total Return*,5     6.72%     2.78%    17.23%    10.01%    20.37%

*On January 2, 1997,  the fund began  selling  Advisor  Class  shares to certain
eligible  investors as described  in the  prospectus.  This share class does not
have sales  charges  or a Rule  12b-1  plan.  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 sales
charge,  but including the effect of the 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 fees and expenses  applicable
only to  that  class.  Since  January  2,  1997  (commencement  of  sales),  the
cumulative total return of Advisor Class shares was 21.66%. This was a period of
generally rising securities prices.

1. Cumulative total return  represents 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 a hypothetical $10,000 investment in the
fund over the periods indicated.

3. Distribution rate is based on an annualization of March's 1.53 cent per share
monthly dividend and the share price of $2.56 on March 31, 1998.

4. Yield,  calculated  as  required by the SEC, is based on the  earnings of the
fund's portfolio for the 30 days ended March 31, 1998.

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

All calculations assume reinvestment of dividends and capital gains at net asset
value.  Since markets can go down as well as up, investment return and principal
value will  fluctuate with market  conditions.  You may have a gain or loss when
you sell your shares.


FRANKLIN U.S. GOVERNMENT SECURITIES FUND

- --------------------------------------------------------------------------------
Your Fund's  Objective:  Franklin  U.S.  Government  Securities  Fund seeks high
current income from a portfolio of U.S. government securities.
- --------------------------------------------------------------------------------

The U.S.  economy  maintained its healthy  expansion during the six months under
review. Fueled by consumer spending, robust corporate profits and strong housing
markets,  U.S. Gross Domestic  Product (GDP) grew at an annualized  rate of 3.7%
during the fourth quarter of 1997.* Gains in productivity  allowed businesses to
absorb  rising  labor  costs  without  raising  prices  significantly,   despite
tightening  labor markets.  Lower commodity prices also helped to keep inflation
in check.  Consequently,  30-year U.S.  Treasury  interest rates declined half a
percent,  and the yield spread narrowed  between the short- and long-term bonds.
The Federal  Reserve  Board did not change  monetary  policy or  interest  rates
during the period.

Although  inflation's  failure  to  ignite  was a key  factor in  allowing  U.S.
interest rates to move lower, it was not the only factor.  Asian currency crises
caused disruptions there, and as the crises spread from country to country,  the
U.S.  dollar gained  strongly  versus  currencies  throughout  the Asian region.
Investors  opted for a flight to quality,  resulting in a higher demand for safe
haven U.S. Treasury securities,  which pushed their rates higher,  compared with
overall interest rates.


*Source: Standard & Poor's Micropal.


You will find a complete  listing of the fund's  portfolio  holdings,  including
dollar value and number of shares or principal  amount,  beginning on page 62 of
this report.


Favorable  news  surrounding  the federal  budget  deficit  contributed to lower
interest rates during the period.  The booming U.S.  economy produced strong tax
receipts,  reducing the need for the  government to issue U.S.  Treasury  bonds.
This  resulted  in a lower  supply  of  bonds  in the  marketplace  and  falling
long-term interest rates.




GRAPHIC MATERIAL 2 OMITTED - SEE APPENDIX AT END OF DOCUMENT




GRAPHIC MATERIAL 3 OMITTED - SEE APPENDIX AT END OF DOCUMENT




In response to the  declining  interest-rate  environment  during the  reporting
period, we added lower coupon Government  National Mortgage  Association  (GNMA)
mortgage pass-through securities to the portfolio. Lower-coupon issues have less
prepayment  risk  than  higher  coupon  securities,  yet  still  provide  income
advantages  versus other government  issues.  Given the uncertainty  surrounding
global  economies,  we expect  that U.S.  interest  rates may remain  relatively
stable, and, if so, this should benefit holders of GNMA mortgage passthroughs.

Please  remember,  this  discussion  reflects our views,  opinions and portfolio
holdings as of March 31, 1998, the end of the reporting period.  However, market
and economic conditions are changing constantly, which can be expected to affect
our  strategies  and  the  fund's  portfolio   composition.   Although  historic
performance  is no  guarantee  of future  results,  these  insights may help you
understand our investment and management philosophy.

We appreciate  your  support,  welcome your comments and look forward to serving
you in the future.

Sincerely,



Jack Lemein



Roger A. Bayston



T. Anthony Coffey

Portfolio Management Team
Franklin U.S. Government Securities Fund


PERFORMANCE SUMMARY

Class I

Franklin U.S.  Government  Securities Fund - Class I share price, as measured by
net asset value, increased 1 cent, from $6.89 on September 30, 1997, to $6.90 on
March 31, 1998.  During the six-month  reporting period,  shareholders  received
income  distributions  totaling 23.40 cents  ($0.2340) per share.  Distributions
will vary based on the earnings of the fund's portfolio,  and past distributions
are not predictive of future trends.

Based on an  annualization  of March's monthly  per-share  dividend of 3.9 cents
($0.039) and the maximum  offering price of $7.21 on March 31, 1998, your fund's
distribution rate was 6.49%.

Franklin U.S. Government Securities Fund - Class I
Periods ended 3/31/98

                                                          Since
                                                        Inception
                              1-Year   5-Year  10-Year  (5/31/70)
- --------------------------------------------------------------------------------
Cumulative Total Return1      10.31%   36.94%  123.33%    666.64%

Average Annual Total Return2   5.58%    5.57%   7.89%      7.43%

Distribution Rate3           6.49%

30-Day Standardized Yield4   6.10%

1.  Cumulative  total return  measures the change in value of an investment over
the periods indicated and does not include the sales charge.

2. Average annual total return  represents the average annual change in value of
an investment over the periods indicated and includes the current, maximum 4.25%
initial sales charge. See Note below.

3.  Distribution rate is based on an annualization of March's 3.9 cent per share
monthly dividend and the maximum offering price of $7.21 on March 31, 1998.

4. Yield,  calculated  as  required by the SEC, is based on the  earnings of the
fund's portfolio for the 30 days ended March 31, 1998.

Note:  Prior to July 1, 1994,  Class I 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 calculations assume reinvestment of dividends and capital gains at net asset
value.  Since markets can go down as well as up, 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 share price, as measured by
net asset value, increased 1 cent, from $6.87 on September 30, 1997, to $6.88 on
March 31, 1998.  During the six-month  reporting period,  shareholders  received
income  distributions  totaling 21.48 cents  ($0.2148) per share.  Distributions
will vary based on the earnings of the fund's portfolio,  and past distributions
are not predictive of future trends.

Based on an  annualization of March's monthly  per-share  dividend of 3.58 cents
($0.0358) and the maximum offering price of $6.95 on March 31, 1998, your fund's
distribution rate was 6.18%.

Franklin U.S. Government Securities Fund - Class II
Periods ended 3/31/98

                                                        Since
                                                      Inception
                                         1-YEAR       (5/1/95)
- --------------------------------------------------------------------------------
Cumulative Total Return1                  9.71%         24.94%

Average Annual Total Return2              7.58%          7.55%

Distribution Rate3                6.18%

30-Day Standardized Yield4        5.76%

1. Cumulative total return  represents the change in value of an investment over
the periods indicated and does not include sales charges.

2. Average annual total return  represents the average annual change in value of
an  investment  over the periods  indicated  and includes 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 March's 3.58 cent per share
monthly dividend and the maximum offering price of $6.95 on March 31, 1998.

4. Yield,  calculated  as  required by the SEC, is based on the  earnings of the
fund's portfolio for the 30 days ended March 31, 1998.

All calculations assume reinvestment of dividends and capital gains at net asset
value.  Since markets can go down as well as up, 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  share  price,  as
measured by net asset value, increased 1 cent, from $6.90 on September 30, 1997,
to $6.91 on March 31, 1998. During the six-month reporting period,  shareholders
received income distributions totaling 23.75 cents per share. Distributions will
vary based on the earnings of the fund's portfolio,  and past  distributions are
not predictive of future trends.

Based on an  annualization of March's monthly  per-share  dividend of 3.95 cents
($0.0395)  and the net  asset  value of $6.91 on March  31,  1998,  your  fund's
distribution rate was 6.86%.

Franklin U.S. Government Securities Fund - Advisor Class
Periods ended 3/31/98

                                                               Since
                                                             Inception
                                1-YEAR*  5-YEAR*  10-YEAR*  (5/31/70)*
- --------------------------------------------------------------------------------
Cumulative Total Return1         10.56%   37.28%   123.89%   668.56%

Average Annual Total Return1     10.56%    6.54%     8.39%     7.60%

Distribution Rate2            6.86%

30-Day Standardized Yield3    6.47%

*On January 2, 1997,  the fund began  selling  Advisor  Class  shares to certain
eligible  investors as described  in the  prospectus.  This share class does not
have sales  charges  or a Rule  12b-1  plan.  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 sales
charge,  but including the effect of the 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 fees and expenses  applicable
only to  that  class.  Since  January  2,  1997  (commencement  of  sales),  the
cumulative total return of Advisor Class shares was 11.61%.

1. Cumulative total return  represents 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 periods indicated.

2. Distribution rate is based on an annualization of March's 3.95 cent per share
monthly dividend and the net asset value price of $6.91 on March 31, 1998.

3. Yield,  calculated  as  required by the SEC, is based on the  earnings of the
fund's portfolio for the 30 days ended March 31, 1998.

All calculations assume reinvestment of dividends and capital gains at net asset
value.  Since markets can go down as well as up, investment return and principal
value will  fluctuate with market  conditions.  You may have a gain or loss when
you sell your shares.


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

Franklin Growth Fund

                                                        Six Months Ended
                                                         March 31, 1998             YEAR ENDED SEPTEMBER 30,
                                                                            -------------------------------------------------
CLASS I                                                    (UNAUDITED)      1997     1996       1995****  1994     1993
- -----------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the period)
<S>                                                          <C>          <C>        <C>        <C>       <C>      <C>   
Net asset value, beginning of period                         $27.09       $22.82     $19.38     $14.96    $14.25   $13.70
                                                           ------------------------------------------------------------------
Income from investment operations:
 Net investment income                                          .24          .36        .22        .17       .19      .23
 Net realized and unrealized gains                             2.52         4.34       3.53       4.43       .90      .58
                                                           ------------------------------------------------------------------
Total from investment operations                               2.76         4.70       3.75       4.60      1.09      .81
                                                           ------------------------------------------------------------------
Less distributions from:
 Net investment income                                         (.47)        (.23)      (.16)      (.14)     (.30)    (.19)
 Net realized gains                                            (.24)        (.20)      (.15)      (.04)     (.08)    (.07)
                                                           ------------------------------------------------------------------
Total distributions                                            (.71)        (.43)      (.31)      (.18)     (.38)    (.26)
                                                           ------------------------------------------------------------------
Net asset value, end of period                               $29.14       $27.09     $22.82     $19.38    $14.96   $14.25
                                                           ==================================================================

Total return*                                                 10.34%       20.84%     19.60%     31.11%     7.63%    5.87%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's)                          $1,649,832   $1,435,561 $1,020,486   $712,866  $516,620 $560,824
Ratios to average net assets:
 Expenses                                                       .87%**       .89%       .87%       .90%      .77%     .64%
 Net investment income                                         1.79%**      1.60%      1.16%      1.08%     1.23%    1.64%
Portfolio turnover rate                                         .21%        1.77%      2.03%      1.39%     6.52%    1.70%
Average commission rate paid ***                               $.0544       $.0568     $.0543       --        --       --
</TABLE>



<TABLE>
<CAPTION>
CLASS II
- --------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the period)
<S>                                                          <C>          <C>          <C>        <C>   
Net asset value, beginning of period                         $26.70       $22.60       $19.33     $16.88
                                                            --------------------------------------------
Income from investment operations:
 Net investment income                                          .15          .20          .12        .02
 Net realized and unrealized gains                             2.46         4.25         3.46       2.43
                                                            --------------------------------------------
Total from investment operations                               2.61         4.45         3.58       2.45
                                                            --------------------------------------------
Less distributions from:
 Net investment income                                         (.30)        (.15)        (.16)        --
 Net realized gains                                            (.24)        (.20)        (.15)        --
                                                            --------------------------------------------
Total distributions                                            (.54)        (.35)        (.31)        --
                                                            --------------------------------------------
Net asset value, end of period                               $28.77       $26.70       $22.60     $19.33
                                                            ============================================

Total return*                                                  9.91%       19.91%       18.73%     14.72%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's)                            $162,267     $117,218     $43,417     $4,161
Ratios to average net assets:
 Expenses                                                      1.64%**      1.66%        1.63%      1.79%**
 Net investment income                                         1.03%**       .85%         .40%       .37%**
Portfolio turnover rate                                         .21%        1.77%        2.03%      1.39%
Average commission rate paid ***                               $.0544       $.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.
**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 for Class
II.



<TABLE>
<CAPTION>
                                                               Six Months Ended
                                                                March 31, 1998        YEAR ENDED SEPTEMBER 30,
                                                                                      ------------------------
ADVISOR CLASS                                                     (UNAUDITED)                1997****
- --------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the period)
<S>                                                                 <C>                      <C>   
Net asset value, beginning of period                                $27.13                   $23.24
                                                                  --------------------------------------------
Income from investment operations:
 Net investment income                                                 .27                      .25
 Net realized and unrealized gains                                    2.52                     3.64
                                                                  --------------------------------------------
Total from investment operations                                      2.79                     3.89
                                                                  --------------------------------------------
Less distributions from:
 Net investment income                                                (.52)                      --
 Net realized gains                                                   (.24)                      --
Total distributions                                                   (.76)                      --
                                                                  --------------------------------------------
Net asset value, end of period                                      $29.16                   $27.13
                                                                  ============================================

Total return*                                                        10.48%                   16.74%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's)                                   $39,054                   $25,823
Ratios to average net assets:
 Expenses                                                              .64%**                   .66%**
 Net investment income                                                2.03%**                  1.93%**
Portfolio turnover rate                                                .21%                    1.77%
Average commission rate paid ***                                      $.0544                   $.0568
</TABLE>


*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, March 31, 1998 (unaudited)


                                                                                         SHARES/
   GROWTH FUND                                                                           WARRANTS               VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
a,e,gCommon Stocks & Warrants  66.6%
   <S>                                                                                    <C>              <C>
   Aerospace & Defense  5.3%
   Boeing Co.                                                                             404,200          $ 21,068,925
   Lockheed Martin Corp.                                                                  162,600            18,292,500
   Raytheon Co.                                                                           442,000            25,801,750
   Rockwell International Corp.                                                            50,000             2,868,750
   Thiokol Corp.                                                                          240,000            11,595,000
   United Technologies Corp.                                                              200,000            18,462,500
                                                                                                         --------------
                                                                                                             98,089,425
                                                                                                         --------------
   Auto Parts  .3%
   Genuine Parts Co.                                                                      135,000             5,146,875
   Meritor Automotive, Inc.                                                                16,666               442,691
                                                                                                         --------------
                                                                                                              5,589,566
                                                                                                         --------------
   Biotechnology  1.5%
   aAmgen, Inc.                                                                           200,000            12,175,000
   aGenentech, Inc.                                                                       200,000            14,087,500
   aImmunex Corp.                                                                          20,000             1,347,500
                                                                                                         --------------
                                                                                                             27,610,000
                                                                                                         --------------
   Business Services  3.6%
   Avery Dennison Corp.                                                                   220,000            11,742,500
   aChoicePoint, Inc.                                                                      40,000             2,177,500
   Cognizant Corp.                                                                        244,000            13,999,500
   Dun & Bradstreet Corp.                                                                 244,000             8,341,750
   Equifax, Inc.                                                                          400,000            14,600,000
   Kelly Services, Inc., Class A                                                          250,000             9,375,000
   a,e,gProgramming & Systems, Inc.                                                       345,300                 6,906
   Wallace Computer Services, Inc.                                                        200,000             6,925,000
                                                                                                         --------------
                                                                                                             67,168,156
                                                                                                         --------------
   Chemicals  3.4%
   Air Products & Chemicals, Inc.                                                         200,000            16,575,000
   Eastman Chemical Co.                                                                    25,000             1,685,938
   International Flavors and Fragrances, Inc.                                             400,000            18,850,000
   Mallinckrodt Group, Inc.                                                               116,000             4,582,000
   NCH Corp.                                                                              200,000            14,137,500
   Sigma-Aldrich Corp.                                                                    200,000             7,450,000
                                                                                                         --------------
                                                                                                             63,280,438
                                                                                                         --------------
   Communications & Entertainment  2.7%
   aACNielsen Corp.                                                                        81,333             2,150,241
   American Greetings Corp., Class A                                                      300,000            13,800,000
   Disney (Walt) Co.                                                                      304,932            32,551,491
   aIntervisual Books, Inc.                                                               100,000               287,500
   aKing World Productions, Inc.                                                           20,000               585,000
                                                                                                         --------------
                                                                                                             49,374,232
                                                                                                         --------------
   Computer Hardware  3.0%
   Compaq Computer Corp.                                                                  150,000             3,881,250
   Hewlett-Packard Co.                                                                    360,000            22,815,000
   International Business Machines Corp.                                                  280,000            29,085,000
                                                                                                         --------------
                                                                                                             55,781,250
                                                                                                         --------------
   Computer Software  .2%
   aMicrosoft Corp.                                                                        40,000             3,580,000
                                                                                                         --------------
   Data Services  4.1%
   Automatic Data Processing, Inc.                                                        400,000            27,225,000
   aComputer Sciences Corp.                                                               900,000            49,500,000
                                                                                                         --------------
                                                                                                             76,725,000
                                                                                                         --------------
   Diversified Manufacturers  2.5%
   Deltic Timber Corp.                                                                     11,428             $ 342,126
   Minnesota Mining & Manufacturing Co.                                                   372,000            33,921,750
   National Service Industries, Inc.                                                      100,000             5,881,250
   Teleflex, Inc.                                                                         139,200             5,846,400
                                                                                                         --------------
                                                                                                             45,991,526
                                                                                                         --------------
   Electronics & Electrical Equipment 2.5%
   AMP, Inc.                                                                              400,000            17,525,000
   Emerson Electric Co.                                                                    80,000             5,215,000
   aImation Corp.                                                                          37,200               688,200
   Molex, Inc.                                                                            117,187             3,222,643
   Molex, Inc., Class A                                                                   117,187             3,142,076
   Raychem Corp.                                                                          400,000            16,625,000
                                                                                                         --------------
                                                                                                             46,417,919
                                                                                                         --------------
   Energy/Energy Services 3.2%
   Atlantic Richfield Co.                                                                 180,000            14,152,500
   Coastal Co.                                                                            300,000            19,537,500
   Murphy Oil Corp.                                                                        40,000             2,005,000
   Royal Dutch Petroleum Co., New York Shares                                             280,000            15,907,500
   Schlumberger, Ltd.                                                                      60,000             4,545,000
   Union Pacific Resources Group, Inc.                                                    101,633             2,426,488
                                                                                                         --------------
                                                                                                             58,573,988
                                                                                                         --------------
   Environmental Services 3.7%
   Betzdearborn, Inc.                                                                     200,000            11,287,500
   Browning-Ferris Industries, Inc.                                                       165,000             5,383,125
   aIonics, Inc.                                                                          300,000            12,918,750
   Millipore Corp.                                                                        400,000            13,900,000
   aOsmonics, Inc.                                                                        256,500             4,248,281
   Pall Corp.                                                                             500,000            10,750,000
   Waste Management, Inc.                                                                 210,000             6,470,625
   Wheelabrator Technology, Inc.                                                          270,000             4,455,000
                                                                                                         --------------
                                                                                                             69,413,281
                                                                                                         --------------
   Food/Confectionery 1.0%
   Hershey Foods Corp.                                                                    258,200            18,493,575
                                                                                                         --------------
   Health Care - Diversified 5.0%
   Abbott Laboratories                                                                    200,000            15,062,500
   Allegiance Corp                                                                         50,000             1,978,125
   Allergan, Inc.                                                                         200,000             7,600,000
   aAllergan Specialty Therapeutics, Inc., Class A                                         10,000               121,250
   aAlza Corp., Class A                                                                   100,000             4,481,250
   aAlza Corp., warrants                                                                    8,000                 7,750
   Baxter International, Inc.                                                             250,000            13,781,250
   Johnson & Johnson, Inc.                                                                400,000            29,325,000
   aMedPartners, Inc.                                                                      75,625               775,156
   Nature's Sunshine Products, Inc.                                                        33,000               884,813
   aPerrigo Co.                                                                           200,000             2,450,000
   aRespironics, Inc.                                                                      98,000             2,835,875
   U.S. Surgical Corp.                                                                    400,000            13,200,000
                                                                                                         --------------
                                                                                                             92,502,969
                                                                                                         --------------
   Imaging/Photography 1.0%
   Eastman Kodak Co.                                                                      200,000            12,975,000
   Polaroid Corp.                                                                          38,000             1,672,000
                                                                                                         --------------
                                                                                                             14,647,000
                                                                                                         --------------
   Media & Broadcasting 2.0%
   Time Warner, Inc.                                                                      450,000          $ 32,400,000
   aUSA Networks, Inc.                                                                    200,000             5,450,000
                                                                                                         --------------
                                                                                                             37,850,000
                                                                                                         --------------
   Networking 1.2%
   aCabletron Systems, Inc.                                                               500,000             7,281,250
   aCisco Systems, Inc.                                                                   225,000            15,384,375
                                                                                                         --------------
                                                                                                             22,665,625
                                                                                                         --------------
   Pharmaceuticals 13.4%
   American Home Products Corp.                                                           300,000            28,612,500
   Bristol-Myers Squibb Co.                                                               320,000            33,380,000
   aCrescendo Pharmaceuticals                                                               5,000                63,125
   Lilly (Eli) & Co.                                                                      400,000            23,850,000
   Merck & Co., Inc.                                                                      200,000            25,675,000
   Pfizer, Inc.                                                                           640,000            63,800,000
   Schering-Plough Corp.                                                                  900,000            73,518,750
                                                                                                         --------------
                                                                                                            248,899,375
                                                                                                         --------------
   Real Estate - Diversified
   a, cFRM Nexus                                                                          115,100                   115
                                                                                                         --------------
   Retail .3 %
   Tiffany & Co.                                                                           78,900             3,841,443
   Weis Markets, Inc.                                                                      58,218             2,077,655
                                                                                                         --------------
                                                                                                              5,919,098
                                                                                                         --------------
   Toy Manufacturing .6%
   Mattel, Inc.                                                                           300,000            11,887,500
                                                                                                         --------------
   Transportation 6.1%
   aAMR Corp.                                                                             310,000            44,388,125
   Delta Air Lines, Inc.                                                                  250,000            29,562,500
   aUAL Corp.                                                                             350,000            32,528,125
   Union Pacific Corp.                                                                    120,000             6,742,500
                                                                                                         --------------
                                                                                                            113,221,250
                                                                                                         --------------
   Total Long Term Investments (Cost $447,819,030)                                                        1,233,681,288
                                                                                                         --------------
   Joint Repurchase Agreement, 5.819%, 4/01/98 (Maturity Value $617,557,349)
    (Cost $617,457,544)                                                              $617,457,544         $ 617,457,544
    BancAmerica Robertson Stephens (Maturity Value $50,979,359)
    Barclays Capital Group, Inc. (Maturity Value $50,979,359)
    Bear, Stearns & Co., Inc. (Maturity Value $27,808,608)
    BT Alex Brown, Inc. (Maturity Value $9,269,537)
    Chase Securities, Inc. (Maturity Value $49,781,298)
    CIBC Wood Gundy Securities Corp. (Maturity Value $71,883,675)
    Donaldson, Lufkin & Jenrette Securities Corp. (Maturity Value $50,979,359)
    Dresdner Kleinwort Benson, North America, L.L.C. (Maturity Value $50,979,359)
    Greenwich Capital Markets, Inc. (Maturity Value $50,979,359)
    Morgan Stanley Dean Witter & Co. (Maturity Value $50,979,359)
    Paribas Corp. (Maturity Value $50,979,359)
    SBC Warburg Dillon Read, Inc. (Maturity Value $50,979,359)
    UBS Securities, L.L.C. (Maturity Value $50,979,359)
     Collateralized by U.S. Treasury Bills & Notes
                                                                                                         --------------
   Total Investments (Cost $1,065,276,574)  100.0%                                                        1,851,138,832
   Other Assets, less Liabilities                                                                                13,484
                                                                                                         --------------
   Net Assets  100.0%                                                                                    $1,851,152,316
                                                                                                         ==============



aNon-income producing.
cSee Note 7 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 March 31, 1998 were
$6,906.
gTrading suspended
hSee Note 1(c) regarding joint repurchase agreement.



                       See notes to financial statements.
</TABLE>



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

Financial Highlights

Franklin DynaTech Fund

                                                        Six Months Ended
                                                         March 31, 1998              YEAR ENDED SEPTEMBER 30,
                                                                           ------------------------------------------------
CLASS I                                                    (UNAUDITED)     1997     1996****     1995     1994      1993
- ---------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the period)
<S>                                                          <C>          <C>        <C>         <C>      <C>       <C>  
Net asset value, beginning of period                         $18.48       $14.03     $12.78      $9.85    $10.29    $9.21
                                                            ---------------------------------------------------------------
Income from investment operations:
 Net investment income                                          .13          .10        .06        .12       .07      .10
 Net realized and unrealized gains                              .25         4.81       1.54       2.99       .21     1.21
                                                            ---------------------------------------------------------------
Total from investment operations                                .38         4.91       1.60       3.11       .28     1.31
                                                            ---------------------------------------------------------------
Less distributions from:
 Net investment income                                         (.17)        (.06)      (.12)      (.05)     (.12)    (.12)
 Net realized gains                                            (.97)        (.40)      (.23)      (.13)     (.60)    (.11)
                                                            ---------------------------------------------------------------
Total distributions                                           (1.14)        (.46)      (.35)      (.18)     (.72)    (.23)
                                                            ---------------------------------------------------------------
Net asset value, end of period                               $17.72       $18.48     $14.03     $12.78     $9.85   $10.29
                                                            ===============================================================

Total return*                                                  2.37%       35.63%     12.84%     32.10%     2.89%   14.36%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's)                            $205,036     $188,102   $104,508   $92,987  $67,413   $71,469
Ratios to average net assets:
 Expenses                                                      1.01%**      1.04%      1.05%      1.01%     1.00%     .81%
 Net investment income                                         1.55%**       .75%       .43%      1.11%      .69%    1.03%
Portfolio turnover rate                                        5.64%        5.59%     11.94%      9.83%     9.73%   26.56%
Average commission rate paid ***                               $.0590       $.0536     $.0551       --        --       --
</TABLE>



<TABLE>
<CAPTION>
CLASS II
- ---------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the period)
<S>                                                      <C>            <C>            <C>   
Net asset value, beginning of period                     $18.30         $14.03         $13.57
                                                       --------------------------------------
Income from investment operations:
 Net investment income                                      .09            .07             --
 Net realized and unrealized gains                          .19           4.66            .46
                                                       --------------------------------------
Total from investment operations                            .28           4.73            .46
                                                       --------------------------------------
Less distributions from:
 Net investment income                                     (.12)          (.06)            --
 Net realized gains                                        (.97)          (.40)            --
                                                       --------------------------------------
Total distributions                                       (1.09)          (.46)            --
                                                       --------------------------------------
Net asset value, end of period                           $17.49         $18.30         $14.03
                                                       ======================================

Total return*                                              1.80%         34.32%          3.39%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's)                        $7,649          $3,386           $--
Ratios to average net assets:
 Expenses                                                  1.80%**        1.82%          1.85%**
 Net investment income                                      .79%**         .25%          (.14%)**
Portfolio turnover rate                                    5.64%          5.59%         11.94%
Average commission rate paid ***                           $.0590         $.0536         $.0551
</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.
**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 September 16, 1996 (effective date) to September 30, 1996 for
Class II.



                       See notes to financial statements.



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

Statement of Investments, March 31, 1998 (unaudited)


 DYNATECH FUND                                                                             SHARES              VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
  aCommon Stocks  58.2%
   Biotechnology  .3%
   <S>                                                                                     <C>                <C>      
  aAmgen, Inc.                                                                             10,000             $ 608,750
                                                                                                         --------------
   Business Services  1.4%
   aChoicePoint, Inc.                                                                       2,000               108,875
   Cognizant Corp.                                                                         10,000               573,750
   Equifax, Inc.                                                                           20,000               730,000
   First Data Corp.                                                                        50,000             1,625,000
                                                                                                         --------------
                                                                                                              3,037,625
                                                                                                         --------------
   Chemicals  .9%
   Sigma-Aldrich Corp.                                                                     50,000             1,862,500
                                                                                                         --------------
   Computer Hardware  5.6%
   aCompaq Computer Corp.                                                                 180,000             4,657,500
   Hewlett-Packard Co.                                                                    100,000             6,337,500
   aKomag, Inc.                                                                            55,000               797,500
                                                                                                         --------------
                                                                                                             11,792,500
                                                                                                         --------------
   Computer Software 9.8%
   Adobe Systems, Inc.                                                                     20,000               903,750
   aElectronic Arts, Inc.                                                                  10,000               469,375
   aFundtech, Ltd.                                                                         27,600               496,800
   aI2 Technologies, Inc.                                                                  10,000               656,250
   aIntuit, Inc.                                                                           25,000             1,209,375
   aMicrosoft Corp.                                                                       180,000            16,110,000
   aParametric Technology Co.                                                              30,000               999,375
   aRealNetworks, Inc.                                                                      1,800                52,200
                                                                                                         --------------
                                                                                                             20,897,125
                                                                                                         --------------
   Consumer Services .2%
   aCendant Corp.                                                                          10,000               396,250
                                                                                                         --------------
   Data Services 1.0%
   aComputer Sciences Corp.                                                                20,000             1,100,000
   Symbol Technologies, Inc.                                                               20,000               983,750
                                                                                                         --------------
                                                                                                              2,083,750
                                                                                                         --------------
   Electronic Technology .4%
   aUniphase Corp.                                                                         20,000               841,250
                                                                                                         --------------
   Energy/Energy Services 1.6%
   aAES Corp.                                                                              20,000             1,048,750
   Schlumberger, Ltd.                                                                      30,000             2,272,500
                                                                                                         --------------
                                                                                                              3,321,250
                                                                                                         --------------
   Environmental Services .6%
   Browning-Ferris Industries, Inc.                                                        20,000               652,500
   aUS Filter Corp.                                                                        20,000               702,500
                                                                                                         --------------
                                                                                                              1,355,000
                                                                                                         --------------
   Financial Services .3%
   Associates First Capital Corp.                                                           3,600               284,400
   aE*Trade Group, Inc.                                                                    10,000               249,375
                                                                                                         --------------
                                                                                                                533,775
                                                                                                         --------------
   Health Technology 1.7%
   aBoston Scientific Corp.                                                                10,000               675,000
   HBO & Co.                                                                               30,000             1,811,250
   Medtronic, Inc.                                                                         20,000             1,037,500
   Mentor Corp.                                                                             5,000               138,125
                                                                                                         --------------
                                                                                                              3,661,875
                                                                                                         --------------
   Lodging .1%
   aHost Marriott Corp.                                                                    10,000               189,375
                                                                                                         --------------
   Media & Broadcasting 1.5%
   aLiberty Media Group, Class A                                                           55,968           $ 1,923,900
   News Corp., Ltd., Sponsored ADR (Australia)                                             20,000               538,750
   Time Warner, Inc.                                                                       10,000               720,000
                                                                                                         --------------
                                                                                                              3,182,650
                                                                                                         --------------
   Medical Services 1.8%
   Columbia/HCA Healthcare Corp.                                                           22,500               725,625
   aPacifiCare Health Systems, Inc., Class B                                               15,000             1,128,750
   United Healthcare Corp.                                                                 30,000             1,942,500
                                                                                                         --------------
                                                                                                              3,796,875
                                                                                                         --------------
   Networking 3.7%
   a3Com Corp.                                                                             20,000               718,750
   aCisco Systems, Inc.                                                                    90,000             6,153,750
   aInternational Network Services                                                         35,000             1,023,750
                                                                                                         --------------
                                                                                                              7,896,250
                                                                                                         --------------
   Pharmaceuticals 4.9%
   Merck & Co., Inc.                                                                       15,000             1,925,625
   aNoven Pharmaceuticals, Inc.                                                            20,400               133,875
   Schering-Plough Corp.                                                                   40,000             3,267,500
   Warner-Lambert Co.                                                                      30,000             5,109,375
                                                                                                         --------------
                                                                                                             10,436,375
                                                                                                         --------------
   Precision Instruments/Test Equipment 1.9%
   aThermo Electron Corp.                                                                  84,375             3,406,641
   aWaters Corp.                                                                           13,800               689,138
                                                                                                         --------------
                                                                                                              4,095,779
                                                                                                         --------------
   Retail 2.4%
   Estee Lauder Cos., Class A                                                              20,000             1,357,500
   aFederated Department Stores, Inc.                                                      10,000               518,125
   aToys R Us, Inc.                                                                       108,000             3,246,750
                                                                                                         --------------
                                                                                                              5,122,375
                                                                                                         --------------
   Semiconductor/Manufacturer 11.2%
   aApplied Materials, Inc.                                                                20,000               706,250
   aGenesis Microchip, Inc.                                                                12,500               175,781
   Intel Corp.                                                                            280,000            21,857,500
   Linear Technology Corp.                                                                 10,000               690,000
   aXilinx, Inc.                                                                           10,000               374,375
                                                                                                         --------------
                                                                                                             23,803,906
                                                                                                         --------------
   Telecommunications 6.6%
   aAirTouch Communications, Inc.                                                          20,000               978,750
   aAndrew Corp.                                                                           10,000               198,125
   AT&T Corp.                                                                              15,000               984,375
   Lucent Technologies, Inc.                                                                8,102             1,036,043
   Motorola, Inc.                                                                         140,000             8,487,500
   aReltec Corp.                                                                            1,100                38,980
   aTellabs, Inc.                                                                          10,000               671,250
   aWorldCom, Inc.                                                                         40,000             1,722,500
                                                                                                         --------------
                                                                                                             14,117,523
                                                                                                         --------------
   Transportation .3%
   Air Express International Corp.                                                         15,000               398,438
   C.H. Robinson Worldwide, Inc.                                                           10,000               260,000
                                                                                                         --------------
                                                                                                                658,438
                                                                                                         --------------
   Total Long Term Investments (Cost $36,147,841)                                                           123,691,196
                                                                                                         --------------
   Joint Repurchase Agreement, 5.819%, 4/01/98 (Maturity Value $89,129,434)
    (Cost $89,115,030)                                                                $89,115,030          $ 89,115,030
    BancAmerica Robertson Stephens (Maturity Value $7,357,635)
    Barclays Capital Group, Inc. (Maturity Value $7,357,635)
    Bear, Stearns & Co., Inc. (Maturity Value $4,013,497)
    BT Alex Brown, Inc. (Maturity Value $1,337,832)
    Chase Securities, Inc. (Maturity Value $7,184,724)
    CIBC Wood Gundy Securities Corp. (Maturity Value $10,374,666)
    Donaldson, Lufkin & Jenrette Securities Corp. (Maturity Value $7,357,635)
    Dresdner Kleinwort Benson, North America, L.L.C. (Maturity Value $7,357,635)
    Greenwich Capital Markets, Inc. (Maturity Value $7,357,635)
    Morgan Stanley Dean Witter & Co. (Maturity Value $7,357,635)
    Paribas Corp. (Maturity Value $7,357,635)
    SBC Warburg Dillon Read, Inc. (Maturity Value $7,357,635)
    UBS Securities, L.L.C. (Maturity Value $7,357,635)
     Collateralized by U.S. Treasury Bills & Notes
                                                                                                         --------------
   Total Investments (Cost $125,262,871)  100.1%                                                            212,806,226
   Other Assets, less Liabilities  (.1)%                                                                       (121,449)
                                                                                                         --------------
   Net Assets  100.0%                                                                                      $212,684,777
                                                                                                         ==============



aNon-income producing.
hSee Note 1(c) regarding joint repurchase agreement.



                       See notes to financial statements.
</TABLE>



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

Franklin Utilities Fund

                                                        Six Months Ended
                                                         March 31, 1998              YEAR ENDED SEPTEMBER 30,
                                                                           ------------------------------------------------
CLASS I                                                    (UNAUDITED)     1997       1996     1995****   1994      1993
- ---------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the period)
<S>                                                          <C>           <C>        <C>       <C>      <C>        <C>  
Net asset value, beginning of period                         $10.04        $9.73      $9.75     $8.33    $10.78     $9.63
                                                            ---------------------------------------------------------------
Income from investment operations:
 Net investment income                                          .26          .53        .54       .53       .55       .53
 Net realized and unrealized gains (losses)                    1.63          .73        .03      1.42     (2.44)     1.17
                                                            ---------------------------------------------------------------
Total from investment operations                               1.89         1.26        .57      1.95     (1.89)     1.70
                                                            ---------------------------------------------------------------
Less distributions from:
 Net investment income                                         (.26)        (.52)      (.52)     (.52)     (.52)     (.55)
 Net realized gains                                            (.26)        (.43)      (.07)     (.01)     (.04)       --
                                                            ---------------------------------------------------------------
Total distributions                                            (.52)        (.95)      (.59)     (.53)     (.56)     (.55)
                                                            ---------------------------------------------------------------
Net asset value, end of period                               $11.41       $10.04      $9.73     $9.75     $8.33    $10.78
                                                            ===============================================================

Total return*                                                 19.35%       13.72%      5.94%    24.19%   (17.94%)   17.83%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's)                         $2,145,928  $1,953,273  $2,400,561  $2,765,976  $2,572,508  $3,626,774
Ratios to average net assets:
 Expenses                                                       .77%**       .75%       .71%      .73%      .64%      .55%
 Net investment income                                         4.78%**      5.26%      5.24%     5.88%     5.76%     5.30%
Portfolio turnover rate                                        2.12%        7.24%     17.05%     5.55%     6.34%     7.81%
Average commission rate paid ***                               $.0502       $.0505     $.0486      --        --        --
</TABLE>



<TABLE>
<CAPTION>
CLASS II
- -----------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the period)
<S>                                                            <C>            <C>          <C>        <C>  
Net asset value, beginning of period                           $10.02         $9.72        $9.75      $8.89
                                                             ----------------------------------------------
Income from investment operations:
 Net investment income                                            .23           .45          .46        .23
 Net realized and unrealized gains                               1.64           .76          .06        .88
                                                             ----------------------------------------------
Total from investment operations                                 1.87          1.21          .52       1.11
                                                             ----------------------------------------------
Less distributions from:
 Net investment income                                           (.23)         (.48)        (.48)      (.25)
 Net realized gains                                              (.26)         (.43)        (.07)        --
                                                             ----------------------------------------------
Total distributions                                              (.49)         (.91)        (.55)      (.25)
                                                             ----------------------------------------------
Net asset value, end of period                                 $11.40        $10.02        $9.72      $9.75
                                                             ==============================================

Total return*                                                   19.09%        13.06%        5.39%     13.01%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's)                              $32,532      $21,906      $19,655     $8,369
Ratios to average net assets:
 Expenses                                                        1.29%**       1.27%        1.23%      1.21%**
 Net investment income                                           4.24%**       4.78%        4.86%      5.15%**
Portfolio turnover rate                                          2.12%         7.24%       17.05%      5.55%
Average commission rate paid ***                                 $.0502        $.0505       $.0486       --
</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.
**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 for Class
II.



<TABLE>
<CAPTION>
                                                               SIX MONTHS ENDED
                                                                MARCH 31, 1998   YEAR ENDED SEPTEMBER 30,
                                                                                 ------------------------
ADVISOR CLASS                                                     (UNAUDITED)            1997****
- ---------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the period)
<S>                                                                 <C>                   <C>  
Net asset value, beginning of period                                $10.04                $9.55
                                                                  -----------------------------
Income from investment operations:
 Net investment income                                                 .29                  .36
 Net realized and unrealized gains                                    1.61                  .53
                                                                  -----------------------------
Total from investment operations                                      1.90                  .89
                                                                  -----------------------------
Less distributions from:
 Net investment income                                                (.27)                (.40)
 Net realized gains                                                   (.26)                  --
                                                                  -----------------------------
Total distributions                                                   (.53)                (.40)
                                                                  -----------------------------
Net asset value, end of period                                      $11.41               $10.04
                                                                  =============================

Total return*                                                        19.43%                9.61%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's)                                   $14,578               $8,719
Ratios to average net assets:
 Expenses                                                              .64%**               .62%**
 Net investment income                                                4.98%**              5.33%**
Portfolio turnover rate                                               2.12%                7.24%
Average commission rate paid ***                                      $.0502               $.0505
</TABLE>

*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, March 31, 1998 (unaudited)

 UTILITIES FUND                                                                           SHARES               VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
  bCommon Stocks  80.3%
   <S>                                                                                    <C>               <C>        
   AGL Resources, Inc.                                                                    350,000           $ 7,525,000
   aAirTouch Communications, Inc.                                                         203,200             9,944,100
   Allegheny Energy, Inc.                                                               1,800,000            60,412,500
   American Electric Power Co., Inc.                                                    1,000,000            50,250,000
   Central & South West Corp.                                                           1,429,100            38,228,425
   CINergy Corp.                                                                        2,059,800            76,212,600
   Conectiv, Inc.                                                                       2,359,800            51,768,112
   Dominion Resources, Inc.                                                             1,858,950            78,075,900
   Duke Energy Corp.                                                                    1,500,000            89,343,750
   Edison International                                                                 1,120,800            32,923,500
   Enova Corp.                                                                          2,505,600            70,000,200
   Entergy Corp.                                                                        1,875,400            55,793,150
   Florida Progress Corp.                                                               2,135,175            89,010,108
   FPL Group, Inc.                                                                      1,330,000            85,452,500
   GPU, Inc.                                                                              937,000            41,462,250
   Hawaiian Electric Industries, Inc.                                                     988,480            41,021,920
   MidAmerican Energy Co.                                                               2,059,800            46,731,713
   Montana Power Co.                                                                       28,000             1,009,750
   Nevada Power Co.                                                                       661,700            17,700,475
   New Century Energies, Inc.                                                           1,748,445            88,077,917
   New Jersey Resources Corp.                                                             245,500             9,620,531
   NIPSCO Industries, Inc.                                                              2,020,600            56,576,800
   Northern States Power Co.                                                              397,200            23,434,800
   OGE Energy Corp.                                                                       444,300            25,713,863
   Pacific Enterprises                                                                  1,160,800            47,375,150
   PacifiCorp                                                                           1,695,900            41,761,538
   PG&E Corp.                                                                           3,000,000            99,000,000
   Pinnacle West Capital Corp.                                                            518,485            23,040,177
   Puget Sound Power & Light Co.                                                          900,000            25,368,750
   SBC Communications                                                                     264,200            11,525,725
   SCANA Corp.                                                                          2,398,500            74,203,594
   Sierra Pacific Resources                                                               350,000            13,146,875
   SIGCORP, Inc.                                                                          787,665            25,156,051
   Southern Co.                                                                         3,276,800            90,726,400
   TECO Energy, Inc.                                                                    2,900,400            81,936,300
   Texas Utilities Co.                                                                  1,162,750            45,710,609
   Western Resources, Inc.                                                                827,800            35,388,450
                                                                                                         --------------
   Total Common Stocks (Cost $1,298,654,048)                                                              1,760,629,483
                                                                                                         --------------
   Preferred Stocks  5.6%
   AES Trust I, Series A, 5.375%, 3/31/27 cvt. pfd.                                       400,000            31,950,000
  cCMS Energy Trust I, 7.75%, cvt. pfd.                                                   705,000            44,547,188
   MCN Financing III, 8.00%, 5/16/00, cvt. pfd.                                           108,400             6,233,000
   Nortel Inversora, SA, 10.00%, cvt. pfd., MEDS (Argentina)                              650,000            41,275,000
                                                                                                         --------------
   Total Preferred Stocks (Cost $87,231,042)                                                                124,005,188
                                                                                                         --------------

                                                                                      PRINCIPAL
                                                                                        AMOUNT
                                                                                      ---------
   Corporate Bonds  12.4%
   Alabama Power Co., 8.75%, 12/01/21                                                 $ 8,204,000             8,688,660
   Alabama Power Co., 8.50%, 5/01/22                                                    4,950,000             5,257,479
   Arizona Public Service Co., 10.25%, 5/15/20                                         10,500,000            11,687,897
   Arizona Public Service Co., 9.00%, 12/15/21                                         14,500,000            16,084,386
   Commonwealth Edison Co., 8.875%, 10/01/21                                            2,000,000             2,114,454
   Commonwealth Edison Co., 8.50%, 7/15/22                                              5,000,000             5,399,355
   Commonwealth Edison Co., 8.375%, 9/15/22                                            10,000,000            10,627,980
   Consolidated Edison Inc., 7.10%, 2/01/28                                            15,000,000            15,059,850
   Duquesne Light Co., 8.375%, 5/15/24                                                  5,000,000             5,276,075
   Enron Corp., 7.00%, 8/15/23                                                         19,000,000            18,736,736
   Gulf States Utilities Co., 9.72%, 7/01/98                                            1,185,000             1,192,455
   Illinois Power Co., 8.00%, 2/15/23                                                 $10,000,000          $ 10,391,730
   Itron, Inc., cvt., 144A, 6.75%, 3/31/04                                             10,000,000            10,600,000
   Long Island Lighting Co., 9.75%, 5/01/21                                            10,000,000            10,271,130
   Louisiana Power & Light Co., 8.50%, 7/01/22                                         10,000,000            10,395,700
   Midland CoGeneration Venture, 10.33%, 7/23/02                                       10,726,782            11,600,790
   Niagara Mohawk Power Corp., 9.50%, 3/01/21                                           7,500,000             7,973,557
   Niagara Mohawk Power Corp., 8.75%, 4/01/22                                           5,000,000             5,349,264
   Northwest Pipeline Corp., 7.125%, 12/01/25                                           3,000,000             3,063,723
   Ohio Edison Co., 8.75%, 6/15/22                                                      8,000,000             8,508,424
   Pacific Bell, 7.75%, 9/15/32                                                        10,000,000            10,483,450
   Pacific Bell, 7.50%, 2/01/33                                                        10,000,000            10,309,260
   Panhandle Eastern Co., 7.20%, 8/15/24                                               20,000,000            19,855,640
   Philadelphia Electric Co., 8.75%, 4/01/22                                           15,000,000            15,879,210
   Texas Utilities Co., 8.75%, 11/01/23                                                10,000,000            10,945,220
   Texas Utilities Co., 8.50%, 8/01/24                                                 10,000,000            10,637,480
   US West Communications Group, 6.875%, 9/15/33                                       16,000,000            15,470,720
                                                                                                         --------------
   Total Corporate Bonds (Cost $258,103,156)                                                                271,860,625
                                                                                                         --------------
   Total Long Term Investments (Cost $1,643,988,246)                                                      2,156,495,296
                                                                                                         --------------
  hRepurchase Agreement 1.3%
   Joint Repurchase Agreement, 5.819%, 4/01/98 (Maturity Value $27,591,637) 
    (Cost $27,587,178)                                                                 27,587,178            27,587,178
    BancAmerica Robertson Stephens (Maturity Value $2,277,690)
    Barclays Capital Group, Inc. (Maturity Value $2,277,690)
    Bear, Stearns & Co., Inc. (Maturity Value $1,242,450)
    BT Alex Brown, Inc. (Maturity Value $414,150)
    Chase Securities, Inc. (Maturity Value $2,224,161)
    CIBC Wood Gundy Securities Corp. (Maturity Value $3,211,666)
    Donaldson, Lufkin & Jenrette Securities Corp. (Maturity Value $2,277,690)
    Dresdner Kleinwort Benson, North America, L.L.C. (Maturity Value $2,277,690)
    Greenwich Capital Markets, Inc. (Maturity Value $2,277,690)
    Morgan Stanley Dean Witter & Co. (Maturity Value $2,277,690)
    Paribas Corp. (Maturity Value $2,277,690)
    SBC Warburg Dillon Read, Inc. (Maturity Value $2,277,690)
    UBS Securities, L.L.C. (Maturity Value $2,277,690)
     Collateralized by U.S. Treasury Bills & Notes
                                                                                                         --------------
   Total Investments (Cost $1,671,575,424) 99.6%                                                          2,184,082,474
   Other Assets, less Liabilities .4%                                                                         8,954,769
                                                                                                         --------------
   Net Assets 100.0%                                                                                     $2,193,037,243
                                                                                                         ==============

PORTFOLIO ABBREVIATIONS:
MEDS - Mandatorially Exchangeable Debt Security



aNon-income producing
cSee Note 7 regarding restricted securities.
hSee Note 1(c) regarding joint repurchase agreement.



                       See notes to financial statements.
</TABLE>



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

Franklin Income Fund

                                                  Six Months Ended
                                                   March 31, 1998                  YEAR ENDED SEPTEMBER 30,
                                                                       -------------------------------------------------
CLASS I                                              (UNAUDITED)       1997       1996     1995****     1994       1993
- ------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the period)
<S>                                                     <C>            <C>        <C>       <C>         <C>        <C>  
Net asset value, beginning of period                    $2.49          $2.30      $2.30     $2.22       $2.46      $2.25
                                                      ------------------------------------------------------------------
Income from investment operations:
 Net investment income                                    .09            .18        .19       .18         .17        .18
 Net realized and unrealized gains (losses)               .11            .20        .02       .11        (.20)       .23
                                                      ------------------------------------------------------------------
Total from investment operations                          .20            .38        .21       .29        (.03)       .41
                                                      ------------------------------------------------------------------
Less distributions from:
 Net investment income                                   (.09)          (.18)      (.18)     (.18)       (.18)      (.19)
 Net realized gains                                      (.03)          (.01)      (.03)     (.03)       (.03)      (.01)
                                                      ------------------------------------------------------------------
Total distributions                                      (.12)          (.19)      (.21)     (.21)       (.21)      (.20)
                                                      ------------------------------------------------------------------
Net asset value, end of period                          $2.57          $2.49      $2.30     $2.30       $2.22      $2.46
                                                      ==================================================================

Total return*                                            8.22%         17.31%      9.43%    14.00%      (1.52%)    18.76%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's)                     $8,316,907  $7,738,746  $6,780,153  $5,885,788  $4,891,505  $3,935,444
Ratios to average net assets:
 Expenses                                                 .71%**         .72%       .70%      .71%        .64%       .54%
 Net investment income                                   6.83%**        7.45%      8.27%     8.26%       7.37%      7.84%
Portfolio turnover rate                                  7.49%         16.15%     25.29%    58.64%      23.37%     25.41%
Average commission rate paid ***                         $.0516         $.0498     $.0518      --          --         --
</TABLE>



<TABLE>
<CAPTION>
CLASS II
- -----------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the period)
<S>                                                     <C>          <C>          <C>          <C>  
Net asset value, beginning of period                    $2.49        $2.30        $2.30        $2.18
                                                     ------------------------------------------------
Income from investment operations:
 Net investment income                                    .08          .16          .17          .08
 Net realized and unrealized gains                        .11          .21          .03          .11
                                                     ------------------------------------------------
Total from investment operations                          .19          .37          .20          .19
                                                     ------------------------------------------------
Less distributions from:
 Net investment income                                   (.08)        (.17)        (.17)        (.07)
 Net realized gains                                      (.03)        (.01)        (.03)          --
                                                     ------------------------------------------------
Total distributions                                      (.11)        (.18)        (.20)        (.07)
                                                     ------------------------------------------------
Net asset value, end of period                          $2.57        $2.49        $2.30        $2.30
                                                     ================================================

Total return*                                            7.93%       16.72%        8.86%        8.96%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's)                     $949,100      $695,355     $343,314     $65,822
Ratios to average net assets:
 Expenses                                                1.22%**      1.22%        1.21%        1.23%**
 Net investment income                                   6.36%**      6.96%        7.84%        7.89%**
Portfolio turnover rate                                  7.49%       16.15%       25.29%       58.64%
Average commission rate paid ***                         $.0516       $.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.
**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 for Class
II.
</TABLE>



<TABLE>
<CAPTION>
                                                              Six Months Ended
                                                               March 31, 1998     YEAR ENDED SEPTEMBER 30,
                                                                                  ------------------------
ADVISOR CLASS                                                    (UNAUDITED)              1997****
- ----------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the period)
<S>                                                                 <C>                   <C>  
Net asset value, beginning of period                                $2.48                 $2.34
                                                                 -----------------------------------------
Income from investment operations:
 Net investment income                                                .09                   .14
 Net realized and unrealized gains                                    .11                   .14
                                                                 -----------------------------------------
Total from investment operations                                      .20                   .28
                                                                 -----------------------------------------
Less distributions from:
 Net investment income                                               (.09)                 (.14)
 Net realized gains                                                  (.03)                   --
Total distributions                                                  (.12)                 (.14)
                                                                 -----------------------------------------
Net asset value, end of period                                      $2.56                 $2.48
                                                                 =========================================

Total return*                                                        8.33%                12.31%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's)                                  $15,452               $13,318
Ratios to average net assets:
 Expenses                                                             .56%**                .57%**
 Net investment income                                               7.04%**               7.58%**
Portfolio turnover rate                                              7.49%                16.15%
Average commission rate paid ***                                     $.0516                $.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>
FRANKLIN CUSTODIAN FUNDS, INC.

Statement of Investments, March 31, 1998 (unaudited)

                                                                                         SHARES/
 INCOME FUND                                                                             WARRANTS             VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
   a,c,eCommon Stocks  30.9%
   <S>                                                                                  <C>                <C>
   Apparel/Textiles  .2%
   a,c,eBibb Co.                                                                        2,097,122          $ 20,184,799
                                                                                                         --------------
   Automotive  .3%
   General Motors Corp.                                                                   450,000            30,346,875
                                                                                                         --------------
   Computer/Technology  .2%
   a,eAnacomp, Inc.                                                                       949,600            14,481,400
                                                                                                         --------------
   Consumer Products  1.7%
   Philip Morris Cos., Inc.                                                             3,300,000           137,568,750
   RJR Nabisco Holdings Corp.                                                             600,000            18,787,500
                                                                                                         --------------
                                                                                                            156,356,250
                                                                                                         --------------
   Energy/Energy Services  2.7%
   Athabasca Oil Sands Trust (Canada)                                                   2,700,000            37,970,678
   Atlantic Richfield Co.                                                                 450,000            35,381,250
   Canadian Oil Sands Trust Units (Canada)                                              2,400,000            37,801,920
   Energy Group, Plc., Sponsored ADR (United Kingdom)                                     237,500            13,374,219
   Occidental Petroleum Corp.                                                           1,076,449            31,553,411
   Pioneer Natural Resources Co.                                                        1,200,015            29,850,373
   aSanta Fe Energy Resources, Inc.                                                     1,122,805            12,350,855
   Snyder Oil Corp.                                                                       109,287             2,226,723
   Texaco, Inc.                                                                           500,000            30,125,000
   Ultramar Diamond Shamrock Corp.                                                        625,000            22,031,250
                                                                                                         --------------
                                                                                                            252,665,679
                                                                                                         --------------
   Metals/Mining  1.0%
   Anglo American Platinum Corp., Ltd., ADR (South Africa)                                943,691            14,513,968
   Anglogold, Ltd., ADR (South Africa)                                                  3,000,000            12,750,000
   DeBeers Consolidated Mines, Ltd., ADR (South Africa)                                   100,000             2,193,750
   Driefontein Consolidated, Ltd., Sponsored ADR (South Africa)                           700,000             4,462,500
   Free State Consolidated Gold Mines, Ltd., ADR (South Africa)                         3,525,000            16,303,125
   Freeport-McMoRan Copper & Gold, Inc., Class A                                          705,000            13,174,687
   Impala Platinum Holdings, Ltd., ADR (South Africa)                                   1,184,200            13,160,370
   Samancor, Ltd., ADR (South Africa)                                                     300,000             1,443,750
   St. Helena Gold Mines, Ltd., ADR (South Africa)                                        187,500               445,313
   Western Deep Levels, Ltd., ADR (South Africa)                                          700,000            14,962,500
                                                                                                         --------------
                                                                                                             93,409,963
                                                                                                         --------------
   Real Estate Investment Trusts  .3%
   Meditrust Corp.                                                                        720,960            22,259,640
                                                                                                         --------------
   Telecommunications  1.0%
   US West Communications Group                                                         1,700,000            93,075,000
                                                                                                         --------------
   Utilities  23.5%
   American Electric Power Co., Inc.                                                    2,200,000           110,550,000
   Central & South West Corp.                                                           3,800,000           101,650,000
   CINergy Corp.                                                                        2,400,000            88,800,000
   Conectiv, Inc.                                                                       2,800,000            61,425,000
   Dominion Resources, Inc.                                                             2,500,000           105,000,000
   Edison International                                                                 3,100,000            91,062,500
   Enova Corp.                                                                          3,000,000            83,812,500
   Entergy Corp.                                                                        3,700,000           110,075,000
   FirstEnergy Corp.                                                                    2,100,000            64,706,250
   Florida Progress Corp.                                                               2,722,800           113,506,725
   FPL Group, Inc.                                                                      1,400,000            89,950,000
   GPU, Inc.                                                                            1,700,000            75,225,000
   Hawaiian Electric Industries, Inc.                                                     610,000            25,315,000
   Houston Industries, Inc.                                                             1,900,000            54,625,000
   Long Island Lighting Co.                                                             1,800,000            56,700,000
   MidAmerican Energy Holdings Co.                                                      1,776,600            40,306,613
   Nevada Power Co.                                                                       825,000            22,068,750

   Utilities (cont.)
   New Century Energies, Inc.                                                           1,805,000          $ 90,926,875
   New England Electric System                                                          1,900,000            86,806,250
   New York State Electric & Gas Corp.                                                  1,000,000            39,875,000
   Northern States Power Co.                                                            1,010,000            59,590,000
   PacifiCorp                                                                             525,000            12,928,125
   PECO Energy Co.                                                                      3,000,000            66,375,000
   PG&E Corp.                                                                           3,200,000           105,600,000
   Potomac Electric Power Co.                                                           2,100,000            52,631,250
   Public Service Enterprise Group, Inc.                                                2,350,000            89,006,250
   SCANA Corp.                                                                            800,000            24,750,000
   Southern Co.                                                                         2,700,000            74,756,250
   Texas Utilities Co.                                                                  2,400,000            94,350,000
   Western Resources, Inc.                                                              2,075,000            88,706,250
                                                                                                         --------------
                                                                                                          2,181,079,588
                                                                                                         --------------
   Total Common Stocks (Cost $2,151,471,431)                                                              2,863,859,194
                                                                                                         --------------
   Preferred Stocks  11.2%
   Cable Systems  .5%
   CSC Holdings, Inc., 8.50% cvt. pfd., Series I                                          950,000            48,806,250
                                                                                                         --------------
   Consumer Products  .1%
   Pantry Pride, Inc., $14.875 pfd., Series B                                              75,000             7,528,125
                                                                                                         --------------
   Energy/Energy Services 4.4%
   Devon Financing Trust, $3.25 cvt. pfd., 144A                                           570,000            39,864,375
   Enron Corp., 6.25% cvt. pfd.                                                         2,150,000            47,568,750
   EVI Inc., 5.00% cvt. pfd., 144A                                                      1,200,000            54,000,000
   Lomak Financing Trust, 5.75% cvt. pfd., 144A                                           750,000            35,437,500
   McDermott International, Inc., $2.875 cvt. pfd., Series C, 144A                      1,100,000            65,518,750
   Nuevo Energy Co., 5.75% cvt. pfd., Series A                                          1,315,000            64,599,375
   Patina Oil & Gas Corp., 7.125% cvt. pfd.                                               158,100             4,535,494
                                                                                                         --------------
                                                                                                            311,524,244
                                                                                                         --------------
   Lodging  .7%
   Host Marriott Corp., 6.75% cvt. pfd., 144A                                           1,100,000            62,975,000
                                                                                                         --------------
   Media & Broadcasting  .4%
   Time Warner, Inc., 10.25% pfd., Series M                                                35,691            39,929,077
                                                                                                         --------------
   Metals/Mining  1.2%
   Amax Gold, Inc., $3.75 cvt. pfd., Series B                                             650,000            30,062,500
   Armco, Inc., $3.625 cum. cvt. pfd., Series A                                           300,000            15,225,000
   Armco, Inc., $4.50 cvt. pfd., Class B                                                  114,200             5,852,750
   Battle Mountain Gold Co., $3.25 cvt. pfd.                                              295,000            13,975,625
   Coeur D'Alene Mines Corp., 7.00% cvt. pfd.                                             600,000             9,150,000
   Cyprus Minerals, $4.00 cvt. pfd., Series A                                             200,000             9,700,000
   Freeport-McMoRan, Inc., 8.75% cvt. pfd., Series B                                      400,000             9,475,000
   Hecla Mining Co., $3.50 cvt. pfd., Series B                                            375,000            16,875,000
                                                                                                         --------------
                                                                                                            110,315,875
                                                                                                         --------------
   Paper & Forest Products  .6%
   Asia Pulp & Paper Co. Ltd., 12.00% pfd. (Indonesia)                                 60,000,000            50,550,000
                                                                                                         --------------
   Real Estate Investment Trusts  2.3%
   FelCor Suite Hotels, Inc., $1.95 cvt. pfd., Series A                                 1,800,000            52,200,000
   Glenborough Realty Trust, 7.75%, cvt. pfd., Series A                                 2,350,000            61,393,750
   Security Capital Industrial Trust, 7.00% cvt. pfd.                                     800,000            26,000,000
   Security Capital Pacific Trust, $1.75 cvt. pfd., Series A                            1,040,000            33,670,000
   Vornado Realty Trust, 6.50% cvt. pfd. Series A                                         700,000            43,487,500
                                                                                                         --------------
                                                                                                            216,751,250
                                                                                                         --------------
   Telecommunications  1.0%
   Nortel Inversora, SA, 10.00% cvt. pfd. MEDS (Argentina)                              1,200,000          $ 76,200,000
   Nortel Inversora, SA, ADR, variable cvt. pfd., Series B (Argentina)                    504,000            14,553,000
                                                                                                         --------------
                                                                                                             90,753,000
                                                                                                         --------------
   Utilities  1.0%
   cCMS Energy Trust I, 7.75% cvt. pfd.                                                 1,600,000           101,100,000
                                                                                                         --------------
   Total Preferred Stocks (Cost $914,113,699)                                                             1,040,232,821
                                                                                                         --------------
   Partnership Units  .1%
   BP Prudhoe Bay Royalty Trust (Cost $13,670,957)                                        500,000             7,343,750
                                                                                                         --------------
   Warrants
   a,cBoardwalk Casino, Inc.                                                            1,281,869             1,620,282
   aSecurity Capital Group                                                                121,485               402,419
                                                                                                         --------------
   Total Warrants (Cost $2,643,855)                                                                           2,022,701
                                                                                                         --------------
   Miscellaneous
   Miscellaneous (Cost $6,362,906)                                                        355,508             4,004,517
                                                                                                         --------------
   Total Common Stocks, Preferred Stocks, Partnership Units, Warrants and Miscellaneous
    (Cost $3,088,262,848)                                                                                 3,917,462,983
                                                                                                         --------------

                                                                                       PRINCIPAL
                                                                                        AMOUNT*
                                                                                       ---------
   Corporate Bonds  25.3%
   Apparel/Textiles  1.4%
   Consoltex Group, Inc., senior sub. notes, Series B, 11.00%, 10/01/03              $ 50,000,000            53,000,000
   Hartmarx Corp., senior sub. notes, 10.875%, 1/15/02                                 35,000,000            36,225,000
   Polysindo International Finance Co., secured notes, 11.375%, 6/15/06 (Indonesia)    13,000,000             8,352,500
   The William Carter Co., senior sub. notes, Series A, 10.375%, 12/01/06               6,000,000             6,450,000
   Westpoint Stevens, Inc., senior sub. deb., 9.375%, 12/15/05                         25,000,000            26,562,500
                                                                                                         --------------
                                                                                                            130,590,000
                                                                                                         --------------
   Automotive  .8%
   Collins & Aikman Corp., senior sub. notes., 11.50%, 4/15/06                         35,000,000            39,550,000
   Exide Corp., cvt. sub. notes, 144A, 2.90%, 12/15/05                                 30,000,000            18,450,000
   bHarvard Industries, Inc., senior notes, 11.125%, 8/01/05                           50,000,000            18,750,000
                                                                                                         --------------
                                                                                                             76,750,000
                                                                                                         --------------
   Biotechnology  .2%
   Centocor, Inc., Eurobonds, cvt. sub. deb., 6.75%, 10/16/01                          16,500,000            16,500,000
                                                                                                         --------------
   Building Products  .4%
   American Standard, Inc., S.F., senior sub. deb., 9.25%, 12/01/16                     4,272,000             4,442,880
   Inter-City Products Corp., senior notes, 9.75%, 3/01/00                             30,000,000            30,600,000
                                                                                                         --------------
                                                                                                             35,042,880
                                                                                                         --------------
   Cable Systems  1.3%
   Continental Cablevision, Inc., senior sub. deb., 9.50%, 8/01/13                     30,000,000            35,983,200
   CSC Holdings Inc., senior sub. deb., 9.875%, 4/01/23                                40,000,000            44,500,000
   Helicon Group, senior notes, Series B, 11.00%, 11/01/03                             35,000,000            37,887,500
                                                                                                         --------------
                                                                                                            118,370,700
                                                                                                         --------------
   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            21,200,000
                                                                                                         --------------
                                                                                                             61,830,500
                                                                                                         --------------
   Computer/Technology  1.1%
   Acclaim Entertainment, Inc., cvt. sub. notes, 10.00%, 3/01/02                     $ 25,000,000          $ 33,125,000
   Anacomp, Inc., senior sub. notes, Series B, 10.875%, 4/01/04                        60,000,000            63,600,000
   Maxtor Corp., cvt. sub. deb., 5.75%, 3/01/12                                         8,000,000             5,640,000
                                                                                                         --------------
                                                                                                            102,365,000
                                                                                                         --------------
   Consumer Products  1.4%
   E&S Holdings Corp., senior sub. notes, Series B, 10.375%, 10/01/06                  32,000,000            26,760,000
   Outsourcing Services Group, senior sub. notes, 144A, 10.875%, 3/01/06               22,000,000            22,550,000
   Playtex Family Products Corp., senior sub. notes, 9.00%, 12/15/03                   38,500,000            39,847,500
   RJR Nabisco, Inc., notes, 9.25%, 8/15/13                                            35,000,000            39,000,080
                                                                                                         --------------
                                                                                                            128,157,580
                                                                                                         --------------
   Containers & Packaging  1.0%
   Calmar Inc., senior sub. notes, Series B, 11.50%, 8/15/05                           30,000,000            31,950,000
   Packaging Resources, Inc., senior notes, 11.625%, 5/01/03                           38,000,000            37,430,000
   Printpack, Inc., senior sub. notes, Series B, 10.625%, 8/15/06                      15,000,000            16,387,500
   U.S. Can Corp., unsecured senior sub. notes, Series B, 10.125%, 10/15/06             6,000,000             6,450,000
                                                                                                         --------------
                                                                                                             92,217,500
                                                                                                         --------------
   Electrical Equipment  .2%
   Trans-Lux Corp., cvt. sub. notes, 7.50%, 12/01/06                                    8,000,000             9,160,000
   Trench Electric & Trench, Inc., senior sub. deb., 144A, 10.25%, 12/15/07 (Canada)   10,000,000            10,187,500
                                                                                                         --------------
                                                                                                             19,347,500
                                                                                                         --------------
   Energy/Energy Services  2.4%
   Bellwether Exploration Co., senior sub. notes, 10.875%, 4/01/07                     12,000,000            12,750,000
   Denbury Management, Inc., unsecured senior sub. notes, 9.00%, 3/01/08               41,000,000            40,948,750
   Falcon Drilling, senior sub. notes, Series B, 12.50%, 3/15/05                       15,000,000            17,175,000
   Gerrity Oil & Gas Corp., senior sub. notes, 11.75%, 7/15/04                         40,000,000            43,800,000
   Mesa Operating Co., unsecured senior sub. notes, 10.625%, 7/01/06                    5,000,000             5,875,000
   Oryx Energy Co., cvt. sub. deb., 7.50%, 5/15/14                                     45,000,000            45,112,500
   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            49,000,000
                                                                                                         --------------
                                                                                                            223,301,250
                                                                                                         --------------
   Entertainment  .2%
   AMF Bowling Worldwide, Inc., Series B, 10.875%, 3/15/06                             12,000,000            13,275,000
                                                                                                         --------------
   Financial Services  1.1%
   First Nationwide Holdings, Inc., senior sub. notes, 10.625%, 10/01/03               10,000,000            11,300,000
   Fuji JGB Investment, L.L.C., 144A, 9.87% to 6/30/08, variable rate thereafter,
    12/31/49                                                                           36,000,000            35,775,000
   IBJ Preferred Capital Co., L.L.C., 144A, 8.79% to 6/30/08, variable rate
    thereafter, 12/29/49                                                               30,000,000            28,950,000
   Tokai Preferred Capital Co., L.L.C., 144A, 9.98% to 6/30/08, variable rate 
    thereafter, 12/29/49                                                               27,000,000            27,388,125
                                                                                                         --------------
                                                                                                            103,413,125
                                                                                                         --------------
   Food & Beverages  2.2%
   Chock Full O'Nuts Corp., S.F., cvt. sub. deb., 8.00%, 9/15/06                        3,446,000             3,635,530
   Curtice-Burns Foods, Inc., senior sub. notes, 12.25%, 2/01/05                       45,000,000            49,725,000
   Del Monte Corp., senior sub. notes, Series B, 12.25%, 4/15/07                       46,000,000            52,325,000
   Doane Products Co., senior notes, 10.625%, 3/01/06                                  21,000,000            22,837,500
   International Home Foods, senior sub. notes, 10.375%, 11/01/06                      30,000,000            33,525,000
   Specialty Foods Corp., senior sub. notes, Series B, 11.25%, 8/15/03                 25,000,000            23,250,000
   Specialty Foods Corp., senior unsecured notes, Series B, 10.25%, 8/15/01            20,000,000            19,900,000
                                                                                                         --------------
                                                                                                            205,198,030
                                                                                                         --------------
   Food Chains  .1%
   bBruno's, Inc., senior sub. notes, 10.50%, 8/01/05                                  60,000,000            11,100,000
                                                                                                         --------------
   Gaming & Leisure 1.9%
   Aztar Corp., senior sub. notes, 11.00%, 10/01/02                                    60,000,000            62,250,000
   Eldorado Resorts, L.L.C., senior sub. notes, 10.50%, 8/15/06                         8,000,000             8,900,000
   Hard Rock Hotel, Inc., senior sub. notes, 144A, 9.25%, 4/01/05                       4,500,000             4,581,563
   Gaming & Leisure (cont.)
   Harveys Casino Resorts, senior sub. notes, 10.625%, 6/01/06                       $ 11,000,000          $ 12,320,000
   Rio Hotel & Casino, Inc., senior sub. notes, 10.625%, 7/15/05                       35,000,000            38,150,000
   Venetian Casino/LV Sands, mortgage notes, 144A, 12.25%, 11/15/04                    47,000,000            48,762,500
                                                                                                         --------------
                                                                                                            174,964,063
                                                                                                         --------------
   Health Care  .5%
   Continucare Corp., cvt. sub. notes, 144A, 8.00%,10/31/02                             9,500,000             9,262,500
   Dade International, Inc., senior sub. notes, 11.125%, 5/01/06                       22,000,000            24,530,000
   Medical Care International, Inc., cvt. sub. deb., 144A, 6.75%, 10/01/06             15,000,000            13,650,000
                                                                                                         --------------
                                                                                                             47,442,500
                                                                                                         --------------
   Industrial Products  1.0%
   Nortek, Inc., senior sub. notes, 9.875%, 3/01/04                                    18,500,000            19,263,125
   RBX Corp., senior sub. notes, Series B, 11.25%, 10/15/05                            60,000,000            53,700,000
   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            15,623,750
                                                                                                         --------------
                                                                                                             96,312,560
                                                                                                         --------------
   Media & Broadcasting  .1%
   Benedek Broadcasting, senior notes, 11.875%, 3/01/05                                12,250,000            13,873,125
                                                                                                         --------------
   Metals  1.9%
   Armco Steel, Inc., senior notes, 9.375%, 11/01/00                                    5,000,000             5,200,000
   Ashanti Capital, Ltd., cvt. notes, 5.50%, 3/15/03 (Ghana)                           50,000,000            38,000,000
   Coeur D' Alene Mines Corp., cvt. senior sub. deb., 6.00%, 6/10/02                      900,000               738,000
   Coeur D' Alene Mines Corp., cvt. sub. deb., 6.375%, 1/31/04                         20,000,000            17,900,000
   FMC Corp., Eurobonds, cvt. senior sub. deb., 6.75%, 1/16/05                         13,020,000            12,434,100
   Jorgensen, Earle M. Co., senior notes, 10.75%, 3/01/00                              50,000,000            51,687,500
   Republic Engineered Steel Co., first mortgage, 9.875%, 12/15/01                     50,000,000            50,812,500
                                                                                                         --------------
                                                                                                            176,772,100
                                                                                                         --------------
   Paper & Forest Products  1.5%
   Four M Corp., senior notes, Series B, 12.00%, 6/01/06                               30,000,000            31,800,000
   Riverwood International, senior sub. notes, 10.875%, 4/01/08                        60,000,000            60,600,000
   Tjiwa Kimia Finance Mauritius, senior unsecured notes, 10.00%, 8/01/04 (Indonesia)  60,000,000            49,350,000
                                                                                                         --------------
                                                                                                            141,750,000
                                                                                                         --------------
   Pharmaceuticals  .4%
   ICN Pharmaceuticals, Inc., senior notes, Series B, 9.25%, 8/15/05                   37,000,000            39,960,000
                                                                                                         --------------
   Pollution Control  .2%
   Air & Water Technology Corp., cvt. sub. deb., 8.00%, 5/15/15                        21,000,000            17,456,250
                                                                                                         --------------
   Real Estate Development .1%
   Rouse Co., cvt. sub. deb., 5.75%, 7/23/02                                            9,000,000            10,023,750
                                                                                                         --------------
   Real Estate Investment Trusts .6%
   Macerich Co., cvt. sub. notes, 144A, 7.25%, 12/15/02                                55,000,000            56,375,000
                                                                                                         --------------
   Retail .1%
   Drug Emporium, Inc., cvt. sub. deb., 7.75%, 10/01/14                                 9,000,000             7,852,500
                                                                                                         --------------
   Shipping Services  .1%
   First Wave Marine, Inc., senior notes, 11.00%, 02/01/08                              8,000,000             8,360,000
                                                                                                         --------------
   Telecommunications  .3%
   Paging Network, senior sub. notes, 10.125%, 8/01/07                                 25,000,000            26,375,000
                                                                                                         --------------
   Utilities  2.1%
   ESCOM, E168, utility deb., 11.00%, 6/01/08 (South Africa)                          975,837,500  ZAR      169,353,025
   Midland CoGeneration Venture, deb., Series C-91, 10.33%, 7/23/02                     5,692,503             6,156,322
   Midland Funding Corp I, deb., Series C-94, 10.33%, 7/23/02                          11,033,262            11,932,241
   Texas-New Mexico Power Co., secured deb., 10.75%, 9/15/03                            6,000,000             6,531,828
                                                                                                         --------------
                                                                                                            193,973,416
                                                                                                         --------------
   Total Corporate Bonds (Cost $2,363,549,642)                                                            2,348,949,329
                                                                                                         --------------
   U.S. Government Securities  12.9% 
   U.S. Treasury Bonds, 6.00% - 7.125%, 2/15/23 - 2/15/26                          $1,031,000,000        $1,086,208,156
   U.S. Treasury Notes, 6.375%, 8/15/02                                               110,000,000           112,956,360
                                                                                                         --------------
   Total U.S. Government Securities (Cost $1,107,377,580)                                                 1,199,164,516
                                                                                                         --------------
   Foreign Government Securities  10.3%
   Republic of Argentina PAR, step coupon, 5.50%, 3/31/23                             520,000,000           398,125,000
   Republic of Brazil - EI, floating rate deb., 6.875%, 4/15/06                       230,300,000           207,701,813
   Republic of Brazil - IDU, variable rate deb., Series A, 6.875%, 1/01/01             42,175,000            41,199,703
   Republic of Brazil PAR Z-L, variable rate collateralized deb., 5.25%, 4/15/24      280,000,000           211,050,000
   Republic of South Africa, 12.00%, 2/28/05                                          515,000,000  ZAR       97,767,216
                                                                                                         --------------
   Total Foreign Government Securities (Cost $808,689,332)                                                  955,843,732
                                                                                                         --------------
   Zero Coupon/Step-up Bonds  3.0%
   AMF Bowling Worldwide, Inc., senior disc. notes, Series B, zero coupon to 3/15/01, 
    12.25% thereafter, 3/15/06                                                         23,294,000            18,984,610
   APP Finance VI Mauritius, cvt. bond, 11/18/12 (Indonesia)                          150,000,000            39,187,500
   Marcus Cable Co., senior disc. notes, zero coupon to 6/15/00, 14.25% 
    thereafter, 12/15/05                                                               75,000,000            68,343,750
   Mesa Operating Co., unsecured senior sub. notes, zero coupon to 7/01/01, 11.625%
    thereafter, 7/01/06                                                                15,000,000            12,525,000
   Nextel Communications Inc., senior disc. notes, 144A, zero coupon to 2/15/03, 
    9.95% thereafter, 2/15/08                                                          86,500,000            55,143,750
   Nextel Communications Inc., senior disc. notes, 144A, zero coupon to 4/15/03,
    12.125 % thereafter, 4/15/08                                                       50,000,000            30,125,000
   Revlon Worldwide Corp., senior disc. notes, Series B, 3/15/01                       50,000,000            38,312,500
   Uniroyal Chemical Co. Investors, disc. notes, zero coupon to 5/1/98, 12.00%
    thereafter, 5/01/05                                                                12,000,000            11,970,000
                                                                                                         --------------
   Total Zero Coupon/Step-up Bonds (Cost $250,044,494)                                                      274,592,110
                                                                                                         --------------
   Total Long Term Investment (Cost $7,617,923,896)                                                       8,696,012,670
                                                                                                         --------------
 hRepurchase Agreements  5.1%
   Joint Repurchase Agreement, 5.819%, 4/01/98, (Maturity Value $476,480,395)
    (Cost $476,403,390)                                                               476,403,390           476,403,390
    BancAmerica Robertson Stephens (Maturity Value $39,333,457)
    Barclays Capital Group, Inc. (Maturity Value $39,333,457)
    Bear, Stearns & Co., Inc. (Maturity Value $21,455,911)
    BT Alex Brown, Inc. (Maturity Value $7,151,970)
    Chase Securities, Inc. (Maturity Value $38,409,084)
    CIBC Wood Gundy Securities Corp. (Maturity Value $55,462,317)
    Donaldson, Lufkin & Jenrette Securities Corp. (Maturity Value $39,333,457)
    Dresdner Kleinwort Benson, North America, L.L.C. (Maturity Value $39,333,457)
    Greenwich Capital Markets, Inc. (Maturity Value $39,333,457)
    Morgan Stanley Dean Witter & Co. (Maturity Value $39,333,457)
    Paribas Corp. (Maturity Value $39,333,457)
    SBC Warburg Dillon Read, Inc. (Maturity Value $39,333,457)
    UBS Securities, L.L.C. (Maturity Value $39,333,457)
     Collateralized by U.S. Treasury Bills & Notes
                                                                                                         --------------
   Total Investments (Cost $8,094,327,286)  98.8%                                                         9,172,416,060
   Other Assets, less Liabilities  1.2%                                                                     109,043,070
                                                                                                         --------------
   Net Assets  100.0%                                                                                    $9,281,459,130
                                                                                                         ==============

CURRENCY ABBREVIATIONS:
ZAR - South African Rand

PORTFOLIO ABBREVIATIONS:
MEDS - Mandatorially Exchangeable Debt Security



*Securities traded in U.S. dollars unless otherwise indicated.
aNon-income producing.
bSee Note 6 regarding defaulted securities.
cSee Note 7 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 March, 31 1998 were
$34,666,199.
hSee Note 1(c) regarding joint repurchase agreement.



                       See notes to financial statements.
</TABLE>



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

Financial Highlights

Franklin U.S. Government Securities Fund

                                                      Six Months Ended
                                                       March 31, 1998              YEAR ENDED SEPTEMBER 30,
                                                                       -------------------------------------------------
CLASS I                                                  (UNAUDITED)   1997       1996     1995****     1994       1993
- ------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the period)
<S>                                                         <C>        <C>        <C>       <C>         <C>        <C>  
Net asset value, beginning of period                        $6.89      $6.72      $6.87     $6.51       $7.20      $7.26
                                                          --------------------------------------------------------------
Income from investment operations:
 Net investment income                                        .23        .48        .49       .50         .50        .56
 Net realized and unrealized gains (losses)                   .01        .17       (.15)      .35        (.68)      (.06)
                                                          --------------------------------------------------------------
Total from investment operations                              .24        .65        .34       .85        (.18)       .50
                                                          --------------------------------------------------------------
Less distributions from net investment income                (.23)      (.48)      (.49)     (.49)       (.51)      (.56)
                                                          --------------------------------------------------------------
Net asset value, end of period                              $6.90      $6.89      $6.72     $6.87       $6.51      $7.20
                                                          ==============================================================

Total return*                                                3.60%     10.08%      5.15%    13.56%      (2.75%)     6.86%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's)                       $9,126,465 $9,350,751 $10,129,483 $11,101,605 $11,668,747 $14,268,516
Ratios to average net assets:
 Expenses                                                     .66%**     .64%       .61%      .61%        .55%       .52%
 Net investment income                                       6.74%**    7.01%      7.18%     7.50%       7.37%      7.71%
Portfolio turnover rate+                                     9.33%      1.74%      8.01%     5.48%      18.28%     43.10%
</TABLE>



<TABLE>
<CAPTION>
CLASS II
- ----------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the period)
<S>                                                         <C>          <C>          <C>          <C>  
Net asset value, beginning of period                        $6.87        $6.70        $6.85        $6.67
                                                          ------------------------------------------------
Income from investment operations:
 Net investment income                                        .21          .44          .45          .21
 Net realized and unrealized gains (losses)                   .01          .17         (.15)         .16
                                                          ------------------------------------------------
Total from investment operations                              .22          .61          .30          .37
                                                          ------------------------------------------------
Less distributions from net investment income                (.21)        (.44)        (.45)        (.19)
                                                          ------------------------------------------------
Net asset value, end of period                              $6.88        $6.87        $6.70        $6.85
                                                          ================================================

Total return*                                                3.32%        9.48%        4.55%        5.66%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's)                          $171,504      $120,818     $57,657      $11,695
Ratios to average net assets:
 Expenses                                                    1.20%**      1.20%        1.17%        1.18%**
 Net investment income                                       6.20%**      6.44%        6.80%        6.48%**
Portfolio turnover rate+                                     9.33%        1.74%        8.01%        5.48%

*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.
**Annualized
****For the period May 1, 1995 (effective  date) to September 30, 1995 for Class
II.
+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>
                                                               Six Months Ended
                                                                March 31, 1998      YEAR ENDED SEPTEMBER 30,
                                                                                    ------------------------
ADVISOR CLASS                                                     (UNAUDITED)               1997****
- ------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the period)
<S>                                                                  <C>                    <C>  
Net asset value, beginning of period                                 $6.90                  $6.76
                                                                  ------------------------------------------
Income from investment operations:
 Net investment income                                                 .24                    .38
 Net realized and unrealized gains                                     .01                    .12
                                                                  ------------------------------------------
Total from investment operations                                       .25                    .50
                                                                  ------------------------------------------
Less distributions from net investment income                         (.24)                  (.36)
                                                                  ------------------------------------------
Net asset value, end of period                                       $6.91                  $6.90
                                                                  ==========================================

Total return*                                                         3.65%                  7.68%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's)                                    $21,041                $14,469
Ratios to average net assets:
 Expenses                                                              .56%**                 .56%**
 Net investment income                                                6.84%**                7.01%**
Portfolio turnover rate+                                              9.33%                  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>



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

Statement of Investments, March 31, 1998 (unaudited)

                                                                                       PRINCIPAL
 U.S. GOVERNMENT SECURITIES FUND                                                        AMOUNT                 VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
  aGovernment National Mortgage Association (GNMA)  98.4%
   <S>                                                                               <C>                   <C>
  fGNMA I, SF, 6.00%, 9/15/23 - 4/01/28                                              $ 78,772,577          $ 76,546,867
  fGNMA I, SF, 6.50%, 3/15/03 - 4/01/28                                             1,429,580,344         1,420,582,530
   GNMA II, 6.50%, 6/20/24 - 2/20/28                                                  388,519,201           383,902,346
   GNMA I, SF, 6.75%, 3/15/26 - 5/15/26                                                 3,529,785             3,525,479
   GNMA PL, 6.75%, 1/15/34                                                             36,054,600            36,080,561
   GNMA I, SF, 7.00%, 4/15/16 - 12/15/26                                            1,837,124,493         1,862,691,999
   GNMA II, 7.00%, 3/20/24 - 10/20/27                                                 403,744,706           407,606,847
   GNMA PL, 7.00%, 9/15/35                                                              8,950,197             9,073,084
   GNMA I, SF, 7.25%, 10/15/25 - 1/15/26                                                8,323,990             8,444,132
   GNMA PL, 7.375%, 4/15/29                                                            35,061,471            35,611,235
   GNMA PL, 7.425%, 7/15/29                                                            20,982,143            21,021,003
   GNMA I, SF, 7.50%, 6/15/05 - 9/15/27                                             1,384,640,266         1,426,269,361
   GNMA II, 7.50%, 10/20/22 - 12/20/26                                                276,734,382           283,749,793
   GNMA PL, 7.75%, 10/15/12                                                             5,466,226             5,671,046
   GNMA I, SF, 8.00%, 10/15/07 - 5/15/26                                            1,094,935,555         1,143,239,013
   GNMA II, 8.00%, 8/20/16 - 10/20/26                                                  79,988,983            82,622,263
   GNMA PL, 8.00%, 7/15/23 - 5/15/32                                                   38,055,320            39,717,077
   GNMA I, GPM, 8.25%, 3/15/17 - 11/15/17                                               6,692,621             7,037,559
   GNMA PL, 8.25%, 2/15/28                                                             12,904,508            13,749,755
   GNMA I, SF, 8.50%, 5/15/16 - 11/15/24                                              252,756,542           267,994,186
   GNMA II, 8.50%, 4/20/16 - 6/20/25                                                   47,943,755            50,355,774
   GNMA II, GPM, 8.75%, 3/20/17 - 7/20/17                                               1,133,076             1,215,588
   GNMA I, SF, 9.00%, 10/15/04 - 7/15/23                                              304,388,972           330,001,141
   GNMA II, 9.00%, 5/20/16 - 11/20/21                                                  16,159,426            17,326,678
   GNMA I, GPM, 9.25%, 5/15/16 - 1/15/17                                                4,632,258             5,044,003
   GNMA I, SF, 9.50%, 5/15/09 - 2/15/23                                               166,165,884           181,829,729
   GNMA II, 9.50%, 9/20/15 - 4/20/25                                                   15,154,720            16,392,329
   GNMA I, GPM, 10.00%, 11/15/09 - 11/15/13                                             5,478,924             6,010,944
   GNMA I, SF, 10.00%, 4/15/12 - 4/15/25                                              197,164,920           217,678,839
   GNMA II, 10.00%, 8/20/13 - 3/20/21                                                  23,085,993            25,195,888
   GNMA I, GPM, 10.25%, 2/15/16 - 2/15/21                                               2,368,340             2,609,864
   GNMA I, SF, 10.50%, 4/15/98 - 10/15/21                                             141,646,357           157,701,561
   GNMA II, 10.50%, 9/20/13 - 3/20/21                                                  38,428,434            41,939,079
   GNMA I, GPM, 11.00%, 12/15/09 - 3/15/11                                              9,423,489            10,479,998
   GNMA I, SF, 11.00%, 1/15/01 - 5/15/21                                              118,553,671           133,177,176
   GNMA II, 11.00%, 7/20/13 - 1/20/21                                                  10,232,252            11,298,040
   GNMA I, GPM, 11.25%, 6/15/13 - 1/15/16                                               4,591,585             5,186,577
   GNMA I, GPM, 11.50%, 3/15/10 - 6/15/13                                               1,742,154             1,979,775
   GNMA I, SF, 11.50%, 2/15/13 - 12/15/17                                              25,226,962            28,903,379
   GNMA II, GPM, 11.50%, 7/20/13 - 1/20/14                                                134,015               151,808
   GNMA II, 11.50%, 8/20/13 - 4/20/18                                                   1,825,459             2,052,405
   GNMA I, GPM, 11.75%, 7/15/13 - 12/15/15                                                936,367             1,068,666
   GNMA I, GPM, 12.00%, 10/15/10 - 3/15/13                                                463,912               529,112
   GNMA I, SF, 12.00%, 5/15/11 - 8/15/19                                              116,101,060           133,715,719
   GNMA II, 12.00%, 9/20/13 - 2/20/16                                                   5,334,289             6,026,147
   GNMA I, GPM, 12.50%, 4/15/10 - 10/15/12                                                914,533             1,047,143
   GNMA I, SF, 12.50%, 1/15/10 - 8/15/18                                              103,610,115           120,002,368
   GNMA II, 12.50%, 9/20/13 - 11/20/15                                                  4,646,786             5,296,501
   GNMA I, GPM, 12.75%, 11/15/13 - 6/15/15                                                 58,207                67,536
   GNMA I, SF, 13.00%, 7/15/10 - 1/15/16                                               97,057,255           113,704,659
   GNMA II, 13.00%, 10/20/13 - 9/20/15                                                  3,029,391             3,497,340
                                                                                                         --------------
   Total Government National Mortgage Association (GNMA) (Cost $8,960,201,133)                            9,166,621,902
                                                                                                         --------------
   U.S. Government Securities 1.1%
   U.S. Treasury Bonds, 6.00%, 2/15/26 (Cost $96,343,750)                             100,000,000            99,843,800
                                                                                                         --------------
   Total Long Term Investments (Cost $9,056,544,883)                                                      9,266,465,702
                                                                                                         --------------
  dU.S. Treasury Bills, 4.985% - 5.39%, 4/02/98 - 5/14/98                                                  $ 91,532,443
   U.S. Treasury Notes, 5.875%, 4/30/98                                                                      30,018,780
                                                                                                         --------------
   Total Short Term Investments (Cost $121,572,077)                                                         121,551,223
                                                                                                         --------------
   Total Investments (Cost $9,178,116,960)  100.8%                                                        9,388,016,925
   Other Assets, less Liabilities  (.8)%                                                                    (69,006,478)
                                                                                                         --------------
   Net Assets  100.0%                                                                                    $9,319,010,447
                                                                                                         ==============

dSecurities  are traded on a discount  basis;  the rates shown are the  discount
rates at the time of purchase by the Fund.
fSufficient   collateral  has  been  segregated  for  securities   traded  on  a
when-issued or delayed delivery basis.



                       See notes to financial statements.
</TABLE>



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

Financial Statements

Statements of Assets and Liabilities
March 31, 1998 (unaudited)

                                                                                                            U.S. GOVERNMENT
                                                 GROWTH FUND    DYNATECH FUND  UTILITIES FUND  INCOME FUND  SECURITIES FUND
                                             ------------------------------------------------------------------------------
Assets:
 Investments in securities:
<S>                                              <C>            <C>           <C>            <C>            <C>           
Cost                                             $ 447,819,030  $ 36,147,841  $1,643,988,246 $7,617,923,896 $9,178,116,960
                                             ==============================================================================
Value                                            1,233,681,288   123,691,196   2,156,495,296  8,696,012,670  9,388,016,925
 Repurchase agreements, at value and cost          617,457,544    89,115,030      27,587,178    476,403,390             --
 Cash                                                  601,436            --              --        915,125         22,730
 Receivables:
Investment securities sold                                  --       154,682       4,089,888             --             --
Capital shares sold                                  2,348,227       614,696         960,180     20,756,999      8,874,851
Dividends and interest                                 912,514        60,539      10,338,883    121,594,902     58,421,100
                                             ------------------------------------------------------------------------------
Total assets                                     1,855,001,009   213,636,143   2,199,471,425  9,315,683,086  9,455,335,606
                                             ------------------------------------------------------------------------------
Liabilities:
 Payables:
Investment securities purchased                             --            --              --             --    107,404,299
Capital shares redeemed                                802,923       407,562       2,597,446     17,588,111     11,150,146
Affiliates                                           1,675,151       206,612       1,594,259      6,882,532      6,035,757
Shareholders                                         1,370,619       218,809       2,157,898      6,496,954     11,377,984
 Payable upon return of securities loaned (Note 8)          --            --              --      2,982,400             --
 Other liabilities                                          --       118,383          84,579        273,959        356,973
                                             ------------------------------------------------------------------------------
Total liabilities                                    3,848,693       951,366       6,434,182     34,223,956    136,325,159
                                             ------------------------------------------------------------------------------
 Net assets, at value                           $1,851,152,316  $212,684,777  $2,193,037,243 $9,281,459,130 $9,319,010,447
                                             ==============================================================================
Net assets consist of:
 Undistributed net investment income               $ 7,370,875     $ 733,301     $ 8,473,162   $ 58,776,130    $ 4,986,327
 Net unrealized appreciation                       785,862,258    87,543,355     512,507,050  1,077,910,823    209,899,965
 Accumulated net realized gain (loss)                1,533,601      (564,612)     19,433,435     38,169,671   (401,708,838)
 Capital shares                                  1,056,385,582   124,972,733   1,652,623,596  8,106,602,506  9,505,832,993
                                             ------------------------------------------------------------------------------
 Net assets, at value                           $1,851,152,316  $212,684,777  $2,193,037,243 $9,281,459,130 $9,319,010,447
                                             ==============================================================================



                                                                                                            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                           $1,649,831,671  $205,035,502  $2,145,927,816 $8,316,906,604 $9,126,464,843
                                             ==============================================================================
 Shares outstanding                                 56,618,524    11,573,511     188,116,146  3,242,113,375  1,322,087,035
                                             ==============================================================================
 Net asset value per share*                              $29.14        $17.72         $11.41           $2.57          $6.90
                                             ==============================================================================
 Maximum offering price per share (net asset value
 per share / 95.50%, 95.50%, 95.75%, 95.75%,
 and 95.75%, respectively)                               $30.51        $18.55         $11.92           $2.68          $7.21
                                             ==============================================================================
Class II:
 Net assets, at value                            $ 162,266,737   $ 7,649,275    $ 32,531,675  $ 949,100,291  $ 171,504,463
                                             ==============================================================================
 Shares outstanding                                  5,639,817       437,401       2,854,010    369,682,707     24,918,794
                                             ==============================================================================
 Net asset value per share*                              $28.77        $17.49         $11.40           $2.57          $6.88
                                             ==============================================================================
 Maximum offering price per share (net asset value
 per share / 99.00%)                                     $29.06        $17.67         $11.52           $2.60          $6.95
                                             ==============================================================================
Advisor Class:
 Net assets, at value                             $ 39,053,908            --    $ 14,577,752   $ 15,452,235   $ 21,041,141
                                             ==============================================================================
 Shares outstanding                                  1,339,488            --       1,278,003      6,041,255      3,045,278
                                             ==============================================================================
 Net asset value and maximum offering
  price per share                                        $29.16           --          $11.41           $2.56          $6.91
                                             ==============================================================================

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



                       See notes to financial statements.
</TABLE>



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

Financial Statements (continued)

Statements of Operations
for the six months ended March 31, 1998 (unaudited)

                                                                                                            U.S. GOVERNMENT
                                                 GROWTH FUND    DYNATECH FUND  UTILITIES FUND  INCOME FUND  SECURITIES FUND
                                             ------------------------------------------------------------------------------
Investment income:
 <S>                                               <C>             <C>          <C>            <C>                     <C>
 Dividends                                         $ 6,750,250     $ 205,017    $ 45,630,847   $ 96,089,000            $--
 Interest                                           15,748,434     2,281,679      12,424,920    233,454,480    348,485,528
                                             -----------------------------------------------------------------------------
Total investment income                             22,498,684     2,486,696      58,055,767    329,543,480    348,485,528
                                             -----------------------------------------------------------------------------
Expenses:
 Management fees (Note 3)                            3,970,053       553,381       4,891,986     19,965,641     21,328,002
 Distribution fees: (Note 3)
Class I                                              1,745,810       204,274       1,320,983      5,807,859      4,249,383
Class II                                               680,162        27,183          83,607      2,625,538        464,887
 Transfer agent fees (Note 3)                        1,129,271       150,554       1,343,725      3,121,661      3,583,976
 Custodian fees                                          8,842           864          10,177        289,258         48,623
 Reports to shareholders                               215,062        45,889         381,659        825,939      1,111,905
 Registration and filing fees                           70,194        14,890          51,923        168,982         59,057
 Professional fees (Note 3)                             14,451         2,315          20,185         94,437         79,557
 Directors' fees and expenses                            4,364           556           5,651         20,858         25,226
 Other                                                  16,342         1,397          32,774         84,303        109,090
                                             -----------------------------------------------------------------------------
Total expenses                                       7,854,551     1,001,303       8,142,670     33,004,476     31,059,706
                                             -----------------------------------------------------------------------------
 Net investment income                              14,644,133     1,485,393      49,913,097    296,539,004    317,425,822
                                             -----------------------------------------------------------------------------
Realized and unrealized gains (losses):
 Net realized gain (loss) from:
Investments                                          1,568,878     2,742,888      20,347,170     46,985,540    (10,013,189)
Foreign currency transactions                               --            --              --       (619,876)            --
                                             -----------------------------------------------------------------------------
Net realized gain (loss)                             1,568,878     2,742,888      20,347,170     46,365,664    (10,013,189)
 Net unrealized appreciation (depreciation) on:
Investments                                        153,621,745       700,740     298,382,478    334,698,779     29,964,515
Translation of assets and liabilities denominated
 in foreign currencies                                      --            --              --        (87,611)            --
                                             -----------------------------------------------------------------------------
Net unrealized appreciation                        153,621,745       700,740     298,382,478    334,611,168     29,964,515
                                             -----------------------------------------------------------------------------
 Net realized and unrealized gains                 155,190,623     3,443,628     318,729,648    380,976,832     19,951,326
                                             -----------------------------------------------------------------------------
 Net increase in net assets resulting
  from operations                                 $169,834,756    $4,929,021    $368,642,745   $677,515,836   $337,377,148
                                             =============================================================================



                       See notes to financial statements.
</TABLE>



<TABLE>
<CAPTION>
Statements of Changes in Net Assets

for the six months ended March 31, 1998 (unaudited)
and the year ended September 30, 1997

                                                                 GROWTH FUND                          DYNATECH FUND
                                                     --------------------------------------------------------------------------
                                                     SIX MONTHS ENDED      YEAR ENDED      SIX MONTHS ENDED      YEAR ENDED
                                                      MARCH 31, 1998   SEPTEMBER 30, 1997   MARCH 31, 1998   SEPTEMBER 30, 1997
                                                     --------------------------------------------------------------------------
Increase (decrease) in net assets:
 Operations:
<S>                                                   <C>               <C>                 <C>                <C>        
Net investment income                                 $ 14,644,133      $ 20,531,240        $ 1,485,393        $ 1,043,236
Net realized gain from investments                       1,568,878        14,065,272          2,742,888          6,949,626
Net unrealized appreciation on investments             153,621,745       215,960,743            700,740         33,474,575
                                                     --------------------------------------------------------------------------
Net increase in net assets resulting from operations   169,834,756       250,557,255          4,929,021         41,467,437
Distributions to shareholders from:
 Net investment income:
Class I                                                (25,163,817)      (10,432,896)        (1,752,802)          (415,339)
Class II                                                (1,439,959)         (420,404)           (30,932)              (177)
Advisor Class                                             (559,926)               --                 --                 --
 Net realized gains:
Class I                                                (12,689,832)       (9,283,568)       (10,001,069)        (3,013,708)
Class II                                                (1,116,454)         (554,318)          (253,840)            (1,254)
Advisor Class                                             (251,592)               --                 --                 --
                                                     --------------------------------------------------------------------------
Total distributions to shareholders                    (41,221,580)      (20,691,186)       (12,038,643)        (3,430,478)
Capital share transactions: (Note 2)
Class I                                                 99,268,956       202,804,236         24,043,658         45,863,685
Class II                                                34,006,868        58,785,996          4,263,396          3,078,539
Advisor Class                                           10,661,804        23,241,991                 --                 --
                                                     --------------------------------------------------------------------------
Total capital share transactions                       143,937,628       284,832,223         28,307,054         48,942,224

Net increase in net assets                             272,550,804       514,698,292         21,197,432         86,979,183
Net assets:
 Beginning of period                                 1,578,601,512     1,063,903,220        191,487,345        104,508,162
                                                     --------------------------------------------------------------------------
 End of period                                      $1,851,152,316    $1,578,601,512       $212,684,777       $191,487,345
                                                     ==========================================================================
Undistributed net investment income included in net assets
 End of period                                         $ 7,370,875      $ 19,890,444          $ 733,301        $ 1,031,642
                                                     ==========================================================================
</TABLE>



<TABLE>
<CAPTION>
                                                                UTILITIES FUND                          INCOME FUND
                                                     --------------------------------------------------------------------------
                                                     SIX MONTHS ENDED      YEAR ENDED      SIX MONTHS ENDED      YEAR ENDED
                                                      MARCH 31, 1998   SEPTEMBER 30, 1997   MARCH 31, 1998   SEPTEMBER 30, 1997
                                                     --------------------------------------------------------------------------
Increase (decrease) in net assets:
 Operations:
<S>                                                   <C>               <C>                  <C>               <C>          
Net investment income                                 $ 49,913,097      $ 114,866,322        $ 296,539,004     $ 574,909,657
Net realized gain from investments and
 foreign currency transactions                          20,347,170         49,829,022           46,365,664       133,917,032
Net unrealized appreciation on investments and
 translation of assets and liabilities denominated
 in foreign currencies                                 298,382,478        112,850,805          334,611,168       524,014,976
                                                     --------------------------------------------------------------------------
Net increase in net assets resulting from operations   368,642,745        277,546,149          677,515,836     1,232,841,665
Distributions to shareholders from:
 Net investment income:
Class I                                                (49,593,123)      (113,914,994)        (284,364,358)     (545,342,618)
Class II                                                  (557,666)        (1,067,340)         (26,130,962)      (35,350,218)
Advisor Class                                             (280,339)          (277,630)            (508,305)         (498,714)
 Net realized gains:
Class I                                                (49,823,439)      (100,515,956)         (87,788,867)      (29,741,890)
Class II                                                  (579,398)          (903,261)          (8,459,447)       (1,712,633)
Advisor Class                                             (244,503)                --             (152,641)               --
                                                     --------------------------------------------------------------------------
Total distributions to shareholders                   (101,078,468)      (216,679,181)        (407,404,580)     (612,646,073)
Capital share transactions: (Note 2)
  Class I                                              (70,045,064)      (507,188,024)         336,052,509       382,416,473
Class II                                                 7,237,358          1,602,454          226,184,879       308,632,125
Advisor Class                                            4,382,011          8,401,319            1,691,249        12,707,793
                                                     --------------------------------------------------------------------------
Total capital share transactions                       (58,425,695)      (497,184,251)         563,928,637       703,756,391
                                                     --------------------------------------------------------------------------

Net increase (decrease) in net assets                  209,138,582       (436,317,283)         834,039,893     1,323,951,983
Net assets:
 Beginning of period                                 1,983,898,661      2,420,215,944        8,447,419,237     7,123,467,254
                                                     --------------------------------------------------------------------------
 End of period                                      $2,193,037,243     $1,983,898,661       $9,281,459,130    $8,447,419,237
                                                     ==========================================================================
Undistributed net investment income included in net assets
 End of period                                         $ 8,473,162        $ 8,991,193         $ 58,776,130      $ 69,436,365
                                                     ==========================================================================
</TABLE>



<TABLE>
<CAPTION>
Statements of Changes in Net Assets (cont.)

for the six months ended March 31, 1998 (unaudited)
and the year ended September 30, 1997

                                                                          U.S. GOVERNMENT SECURITIES FUND
                                                                SIX MONTHS ENDED                     YEAR ENDED
                                                                MARCH 31, 1998                   SEPTEMBER 30, 1997
                                                                ---------------------------------------------------
Increase (decrease) in net assets:
 Operations:
<S>                                                             <C>                                <C>          
Net investment income                                           $ 317,425,822                      $ 689,860,208
Net realized loss from investments                                (10,013,189)                       (29,505,613)
Net unrealized appreciation on investment                          29,964,515                        285,289,807
                                                               ----------------------------------------------------
Net increase in net assets resulting from operations              337,377,148                        945,644,402
Distributions to shareholders from:
 Net investment income:
Class I                                                          (314,527,975)                      (694,284,790)
Class II                                                           (4,355,006)                        (5,467,178)
Advisor Class                                                        (592,555)                          (363,656)
                                                               ----------------------------------------------------
Total distributions to shareholders                              (319,475,536)                      (700,115,624)
Capital share transactions: (Note 2)
  Class I                                                        (241,938,049)                    (1,021,750,769)
Class II                                                           50,474,886                         60,845,500
Advisor Class                                                       6,533,443                         14,274,791
                                                               ----------------------------------------------------
Total capital share transactions                                 (184,929,720)                      (946,630,478)

Net decrease in net assets                                       (167,028,108)                      (701,101,700)
Net assets:
 Beginning of period                                            9,486,038,555                     10,187,140,255
                                                               ----------------------------------------------------
 End of period                                                 $9,319,010,447                    $ 9,486,038,555
                                                               ====================================================
Undistributed net investment income included in net assets
 End of period                                                    $ 4,986,327                        $ 7,036,041
                                                               ====================================================



                       See notes to financial statements.
</TABLE>



FRANKLIN CUSTODIAN FUNDS, INC.

Notes to Financial Statements (unaudited)


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 Incom     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. 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.

c. 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  agreements  are allocated to
the Funds based on their pro-rata interest.  A repurchase agreement is accounted
for as a loan by the Funds to the seller, collateralized by securities which are
delivered to the Funds' 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 March 31, 1998,  all
outstanding repurchase agreements had been entered into on that date.

d. 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.

e. 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.

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (cont.)

e. Security Transactions, Investment Income, Expenses and Distributions: (cont.)

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.

f. 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.


<TABLE>
<CAPTION>
2. CAPITAL STOCK

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 March 31, 1998,  there were 19 billion shares  authorized  ($0.01 par value),
allocated to the Funds as follows:

                                                                                                  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>

<TABLE>
<CAPTION>
Transactions in the Funds' shares were as follows:

                                     Growth Fund                    DynaTech Fund                 Utilities Fund
                               ----------------------------------------------------------------------------------------
                                Shares        Amount            Shares        Amount            Shares        Amount
                               ----------------------------------------------------------------------------------------
Class I Shares:
Six months ended March 31, 1998
 <S>                           <C>         <C>                 <C>         <C>                <C>          <C>         
 Shares sold                   8,102,520   $223,139,445        3,672,987   $ 63,277,973       11,347,188   $119,482,940
 Shares issued in reinvestment
  of distributions             1,274,133     34,618,158          600,720     10,128,126        7,338,506     77,311,364
 Shares redeemed              (5,754,222)  (158,488,647)      (2,877,690)   (49,362,441)     (25,104,536)  (266,839,368)
                               ----------------------------------------------------------------------------------------
 Net increase (decrease)       3,622,431   $ 99,268,956        1,396,017   $ 24,043,658       (6,418,842) $ (70,045,064)
                               ========================================================================================
Year ended September 30, 1997
 Shares sold                  19,647,652   $486,355,148        7,207,685   $118,420,191       12,100,694   $117,393,777
 Shares issued in reinvestment
 of distributions                742,458     17,759,635          199,095      3,046,165       17,222,762    165,255,047
 Shares redeemed             (12,109,484)  (301,310,547)      (4,675,913)   (75,602,671)     (81,440,706)  (789,836,848)
                               ----------------------------------------------------------------------------------------
 Net increase (decrease)       8,280,626   $202,804,236        2,730,867    $45,863,685      (52,117,250) $(507,188,024)
                               ========================================================================================
</TABLE>



<TABLE>
<CAPTION>
2. CAPITAL STOCK (cont.)



                                     Growth Fund                    DynaTech Fund                 Utilities Fund
                               ----------------------------------------------------------------------------------------
                                Shares           Amount          Shares          Amount         Shares        Amount
                               ----------------------------------------------------------------------------------------
Class II Shares:
Six months ended March 31, 1998
 <S>                             <C>          <C>                <C>           <C>              <C>        <C>        
 Shares sold                     1,658,466    $ 45,140,370       329,735       $ 5,591,779      847,136    $ 9,127,661
 Shares issued in reinvestment
  of distributions                  88,125       2,369,698        16,419           274,790       86,255        908,564
 Shares redeemed                  (497,783)    (13,503,200)      (93,731)       (1,603,173)    (264,935)    (2,798,867)
                               ----------------------------------------------------------------------------------------
 Net increase                    1,248,808    $ 34,006,868       252,423       $ 4,263,396      668,456    $ 7,237,358
                               ========================================================================================
Year ended September 30, 1997
 Shares sold                     3,570,458    $ 86,687,120       275,202       $ 4,648,946      853,797    $ 8,267,730
 Shares issued in reinvestment
  of distributions                  38,528         914,269            94             1,430      164,131      1,574,635
 Shares redeemed                (1,139,059)    (28,815,393)      (90,332)       (1,571,837)    (854,260)    (8,239,911)
                               ----------------------------------------------------------------------------------------
 Net increase                    2,469,927    $ 58,785,996       184,964       $ 3,078,539      163,668    $ 1,602,454
                               ========================================================================================

Advisor Class Shares:
Six months ended March 31, 1998
 Shares sold                       408,869    $ 11,270,200            --                --      884,002    $ 9,546,104
 Shares issued in reinvestment
  of distributions                  29,525         801,892            --                --       39,117        412,704
 Shares redeemed                   (50,837)     (1,410,288)           --                --     (513,883)    (5,576,797)
                               ----------------------------------------------------------------------------------------
 Net increase                      387,557    $ 10,661,804            --                --      409,236    $ 4,382,011
                               ========================================================================================
Year ended September 30, 1997
 Shares sold                     1,309,960    $ 32,540,802            --                --    1,303,704   $ 12,598,164
 Shares issued in reinvestment
  of distributions                      --              --            --                --       23,787        228,226
 Shares redeemed                  (358,029)     (9,298,811)           --                --     (458,724)    (4,425,071)
                               ----------------------------------------------------------------------------------------
 Net increase                      951,931    $ 23,241,991            --                --      868,767    $ 8,401,319
                               ========================================================================================
</TABLE>



<TABLE>
<CAPTION>
                                                  Income Fund               U.S. Government Securities Fund
                                        -------------------------------------------------------------------
                                            Shares           Amount            Shares            Amount
                                        -------------------------------------------------------------------
Class I Shares:
Six months ended March 31, 1998
 <S>                                      <C>             <C>                 <C>            <C>          
 Shares sold                              321,213,252     $ 800,227,333       61,254,213     $ 423,689,255
 Shares issued in reinvestment
  of distributions                         94,392,281       233,927,570       21,949,448       151,048,539
 Shares redeemed                         (280,112,946)     (698,102,394)    (118,398,603)     (816,675,843)
                                        -------------------------------------------------------------------
 Net increase (decrease)                  135,492,587     $ 336,052,509      (35,194,942)   $ (241,938,049)
                                        ===================================================================
Year ended September 30, 1997
 Shares sold                              538,060,045     1,275,083,285       78,194,660      $530,758,896
 Shares issued in reinvestment
  of distributions .                      145,251,547       342,526,929       47,930,052       324,058,840
 Shares redeemed                         (520,661,763)   (1,235,193,741)    (276,583,345)   (1,876,568,505)
                                        -------------------------------------------------------------------
 Net increase (decrease)                  162,649,829     $ 382,416,473     (150,458,633)  $(1,021,750,769)
                                        ===================================================================
</TABLE>



<TABLE>
<CAPTION>
2. CAPITAL STOCK (cont.)

                                          Income Fund              U.S. Government Securities Fund
                                   ---------------------------------------------------------------
                                    Shares          Amount             Shares           Amount
                                   ---------------------------------------------------------------
CLASS II SHARES:
Six months ended March 31, 1998
 <S>                             <C>              <C>                 <C>             <C>        
 Shares sold                     101,897,906      $254,234,749        10,324,260      $71,077,498
 Shares issued in reinvestment
  of distributions                 9,369,126        23,244,077           426,427        2,928,451
 Shares redeemed                 (20,535,735)      (51,293,947)       (3,418,759)     (23,531,063)
                                   ---------------------------------------------------------------
 Net increase                     90,731,297      $226,184,879         7,331,928      $50,474,886
                                   ===============================================================
Year ended September 30, 1997
 Shares sold                     151,188,247      $359,348,533        11,765,224      $79,728,970
 Shares issued in reinvestment
  of distributions                 9,605,212        22,720,777           527,102        3,558,535
 Shares redeemed                 (30,837,863)      (73,437,185)       (3,311,245)     (22,442,005)
                                   ---------------------------------------------------------------
 Net increase                    129,955,596      $308,632,125         8,981,081      $60,845,500
                                   ===============================================================
ADVISOR CLASS SHARES:
Six months ended March 31, 1998
 Shares sold                         865,105       $ 2,167,110         1,852,448      $12,800,541
 Shares issued in reinvestment
  of distributions                   245,458           606,590            67,313          463,665
 Shares redeemed                    (435,518)       (1,082,451)         (972,473)      (6,730,763)
                                   ---------------------------------------------------------------
 Net increase                        675,045       $ 1,691,249           947,288      $ 6,533,443
                                   ===============================================================
Year ended September 30, 1997
 Shares sold                       5,630,896      $ 13,341,229         2,433,391      $16,553,387
 Shares issued in reinvestment
  of distributions         .         198,471           470,649            40,139          272,353
 Shares redeemed                    (463,157)       (1,104,085)         (375,540)      (2,550,949)
                                   ---------------------------------------------------------------
 Net increase                      5,366,210      $ 12,707,793         2,097,990      $14,274,791
                                   ===============================================================

+For the period January 2, 1997  (effective  date) to September 30, 1997 for the
Advisor Class of shares.
</TABLE>

3. TRANSACTIONS WITH AFFILIATES

Certain  officers and  directors of the Funds are also  officers 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.

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
     ---------------------------------------------------------------------------
            .625%            First $100 million
            .500%            Over $100 million, up to and including $250 million
            .450%            Over $250 million, up to and including $10 billion
            .440%            Over $10 billion, up to and including $12.5 billion

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

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.

The  Income,   Utilities  and  U.S.   Government   Securities   Funds  reimburse
Distributors  up to .15% and .65% per year of their  average daily net assets of
Class I and Class II, respectively,  and the Growth and DynaTech Funds reimburse
Distributors  up to .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.


<TABLE>
<CAPTION>
3. TRANSACTIONS WITH AFFILIATES (cont.)

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

                                                                                                            U.S. Government
                                                   Growth Fund  DynaTech Fund  Utilities Fund  Income Fund  Securities Fund
                                                  -------------------------------------------------------------------------
<S>                                                <C>             <C>          <C>            <C>             <C>       
Net commissions paid                               $(445,798)      $(8,948)     $(169,005)     $(1,443,000)    $(836,586)
Contingent deferred sales charges                   $ 13,565         $ 134        $ 1,220         $ 45,991      $ 21,414
</TABLE>

During the period ended March 31, 1998, legal fees of $46,212 were paid to a law
firm in which a director of the Funds is a partner.


4. INCOME TAXES

At September 30, 1997, the U.S. Government Securities Fund had tax basis capital
losses of $364,759,311 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 had 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.

Net investment income differs for financial statement and tax purposes primarily
due to  differing  treatments  of  defaulted  securities  and  foreign  currency
transactions.

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

At  March  31,  1998,  the net  unrealized  appreciation  based  on the  cost of
investments for income tax purposes was 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                 $1,065,276,574     $125,262,871    $1,671,577,824     $8,094,327,286   $9,178,116,960
                                   ======================================================================================
Unrealized appreciation                788,924,957       88,366,942       522,795,435      1,340,296,904      230,518,185
Unrealized depreciation                 (3,062,699)        (823,587)      (10,290,785)      (262,208,130)     (20,618,220)
                                   --------------------------------------------------------------------------------------
Net unrealized appreciation          $ 785,862,258     $ 87,543,355     $ 512,504,650     $1,078,088,774    $ 209,899,965
                                   ======================================================================================
</TABLE>


<TABLE>
<CAPTION>
5. INVESTMENT TRANSACTIONS

Purchases  and sales of securities  (excluding  short-term  securities)  for the
period ended March 31, 1998 were as follows:

                                                                                                              U.S. Government
                                                 Growth Fund   DynaTech Fund  Utilities Fund    Income Fund   Securities Fund
                                                -----------------------------------------------------------------------------
<S>                                              <C>             <C>            <C>           <C>               <C>         
Purchases                                        $15,148,668     $7,836,650     $ 43,237,823  $1,040,812,825    $980,334,201
Sales                                            $ 2,375,054     $6,397,489     $138,677,860   $ 622,338,982    $859,328,482
</TABLE>

6. CREDIT RISK AND DEFAULTED SECURITIES

The  Income  Fund has  33.6%  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 March 31, 1998,  the
Income Fund held  defaulted  securities  with a value  aggregating  $29,850,000,
representing  .3% of the Fund's  net  assets.  For  information  as to  specific
securities, see the accompanying Statement of Investments.

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.  The Income Fund has investments in excess of 10% of its
total net assets in various foreign government agencies.  Such concentration may
subject the Funds more  significantly to economic changes  occurring within that
industry/sector.


<TABLE>
<CAPTION>
7. RESTRICTED SECURITIES

The  Funds,  except  for the  U.S.  Government  Securities  Fund,  may  purchase
securities  through a private  offering that  generally  cannot be resold 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
at March 31, 1998 are as follows:

 Shares/
 Warrants    Issuer                                                             Acquisition Date       Cost            Value
- ------------------------------------------------------------------------------------------------------------------------------------
Income Fund
<S>          <C>                                                                    <C>             <C>             <C>         
2,097,122    Bibb Co                                                                9/27/96         $29,681,742     $ 20,184,799
1,281,869    Boardwalk Casino, Inc., warrants                                       4/12/95           2,643,855        1,620,282
1,600,000    CMS Energy Trust I, 7.75% cvt. pfd.                                    6/18/97          80,000,000      101,100,000
                                                                                                                     -----------
Total Restricted Securities Held in the Income Fund (1.32% of Net Assets)                                           $122,905,081
                                                                                                                     ===========
Growth Fund
 115,100     FRM Nexus (0.00% of Net Assets)                                        8/01/89             421,013            $ 115
                                                                                                                     ===========
Utilities Fund
 705,000     CMS Energy Trust I, 7.75%, cvt. pfd. (2.03% of Net Assets)             6/18/97          35,250,000     $ 44,547,188
                                                                                                                     ===========
</TABLE>


8. LENDING OF PORTFOLIO SECURITIES

The Income Fund loans  securities to certain  brokers for which it receives cash
collateral  against the loaned securities in an amount equal to at least 102% of
the  market  value  of the  loaned  securities.  Net  interest  income  from the
investment  of the cash  collateral  received  was $155,263 for the period ended
March 31, 1998.  The value of the loaned  securities was $2,842,600 at March 31,
1998.


9. 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 committee 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 this security  while in possession of this
information.






Franklin Custodian Funds, Inc.
Semi-annual Report
March 31, 1998.


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


GRAPHIC MATERIAL (1)

This chart shows in pie format the portfolio breakdown of the Franklin Utilities
Fund based on total long-term investments as of 3/31/98.

Utilities Stocks                  80.3%
Utilities Bonds                   12.4%
Convertible Securities             5.6%
Short-Term Obligations
& Other Net Assets                 1.7%


GRAPHIC MATERIAL (2)

This point graph compares the average annual total return measured  against risk
from 4/93 to 3/98 for Franklin  U.S.  Government  Securities  Fund - Class I vs.
comparable investments.

Investment              return           risk

1-year CD                5.02             .29
Franklin U.S.
Govt. Secs. Fund         6.49            3.40
Merril Lynch
10-Year Treasury         6.21            6.65
Merril Lynch
30-year Treasury         7.91           10.21


GRAPHIC MATERIAL (3)

This  horizontal  bar chart  compares  the yield for  Franklin  U.S.  Government
Securities Fund - Class I vs. comparable investments on 3/31/98.

Investment                         Yield

Franklin U.S.
Govt. Secs. Fund                   6.1%
One year CD                        5.72%
Average Ginnie
Mae Fund                           5.65%
Average Money
Market Fund                        5.03%




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