FRANKLIN LIFE VARIABLE ANNUITY FUND B
N-30D, 1997-09-08
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<PAGE>



                [Logo of The Franklin Life Insurance Company]



Dear Contract Owner:

We are pleased to provide this report for the six-month period ended June 30,
1997, which shows the status of and balances in your Franklin Life Variable
Annuity Fund B contract.

                                    FUND POSITION

                              June 30,       December 31,      June 30,
                                1997             1996            1996
                               --------       ------------      --------
VARIABLE PORTION:

Accumulation Unit Value        $100.21          $86.88          $80.05

Percentage Change From:

     June 30, 1996               +25.2%

     December 31, 1996           +15.3%

The accumulation unit value is based on the market price of the investments held
by the Fund.  A listing of the investments held at June 30, 1997 appears on page
3.

    FIXED PORTION:
    If your contract anniversary was in the first half of 1997, additional
    units in the fixed rate portion of your annuity arising from contributions
    credited during the contract year ending in 1997 were based on a 6.25%
    interest rate, less a contract expense charge. This rate is expected to
    apply to contracts with anniversaries in the second half of 1997, as well.
    Amounts selected for investment in the fixed rather than the variable
    portion of your annuity do not participate in the investment experience of
    the Fund.  Contract units resulting from interest added or contributions
    made prior to the contract year ending in 1997 continue to be credited with
    additional interest based on investment yields which reflect the years
    during which such units were purchased.  Crediting rates are not guaranteed
    for future years.

The U.S. economy closed out 1996 on a very positive note, with fourth quarter
Gross Domestic Product (GDP) up 3.8%.  The growth continued into 1997, with
first quarter GDP up 5.9%.  GDP in the second quarter of 1997 is expected to
show growth of 2.0% to 2.5%, with growth in the last half of the year in the
area of 2.5% to 3.0%.  The unemployment rate dropped from 5.3% in December 1996
to 5.0% in June 1997, with the May unemployment rate reaching 4.8%.  The Federal
Reserve Board raised the Federal Funds Rate at its March 25, 1997 meeting by 25
basis points to 5.50% but left the short-term interest rate unchanged in its May
and July meetings.  The increase was the first change since it lowered rates in
January 1996 by 25 basis points.  The stock market declined in March and April,
losing all of its earlier year to date gains but rebounded in May and June to
record levels.  The Standard & Poor's 500 Index was up 19.5% in the first half
of the year.

Inflation as measured by the Gross Domestic Product deflator was up 1.9% in
1996, with the first quarter of 1997 up 1.5%.  The consumer price index
increased 3.3% in 1996, with the first quarter of 1997 up 1.4%.  The Producers
Price Index, a measure of inflation at the wholesale level, declined again in
June for the sixth month in a row.  The six months of decline is a record number
of declines for this index since the index was started in 1947.  Inflation isn't
a concern to the economy at the present time.  Corporate profits remain at a
good level, translating into increased earnings per share.  The strong flow of
new money going into equity mutual funds, along with the earnings and inflation
reports, continues to push the stock market into record territory.  The stock
market needs to pause in light of the current price/earnings multiple and the
high price/book value ratio.  While a market correction is possible, it isn't
expected to be a lengthy correction.

In today's fast-paced world, products, markets, client's needs, and individual
risk tolerance all change.  In this environment, you may want to take some extra
time and review how well this product continues to meet your retirement
investment objectives.  A Franklin Life representative would be happy to review
your financial situation with you and suggest the most appropriate mix of
products to provide financial security consistent with your risk tolerance.

                                       Cordially yours,


                                       Robert J. Gibbons
                                       President
                                       and Chief Executive Officer

                                          1
<PAGE>

                        FRANKLIN LIFE VARIABLE ANNUITY FUND B
                         STATEMENT OF ASSETS AND LIABILITIES
                                    JUNE 30, 1997
                                     (UNAUDITED)
<TABLE>
<CAPTION>

<S>                                                                   <C>
Assets
 Investments-at fair value (cost-$963,101)
   Common stocks                                                      $1,483,599
   Short-term notes                                                      233,664
                                                                     -----------
                                                                       1,717,263
 Cash on deposit                                                          73,537
 Dividends and interest receivable                                         4,207
                                                                     -----------
                             Total Assets                              1,795,007

 Liability - due to The Franklin Life Insurance Company                      482
                                                                     -----------

 Contract owners' equity
   Value of 17,907.278 accumulation units outstanding,
     equivalent to $100.21203344 per unit                             $1,794,525
                                                                     -----------
                                                                     -----------


</TABLE>


                               STATEMENT OF OPERATIONS
                            SIX MONTHS ENDED JUNE 30, 1997
                                     (UNAUDITED)

<TABLE>
<CAPTION>

<S>                                                    <C>             <C>

Investment income:
   Dividends                                           $  13,323
   Interest                                                4,930
                                                       ---------
                             Total income                              $  18,254

Expenses:
   Investment management services                          3,635
   Mortality and expense charges                           8,316
   Miscellaneous expense                                       1
                                                       ---------
                             Total expenses                               11,952
                                                                       ---------
                             Net investment income                         6,302
Realized and unrealized gain on
 investments:
   Net realized gain from investment transactions
    (excluding short-term investments):
             Proceeds from sales                        $111,555
             Cost of investments sold
              (identified cost method)                    91,991
                                                       ---------
                             Net realized gain                            19,564
   Net unrealized appreciation of investments:
       Beginning of period                              $537,316
       End of period                                     754,162
                                                       ---------

                             Net unrealized appreciation                 216,846
                                                                       ---------
                             Net gain on investments                     236,410
                                                                       ---------
                             Net increase in contract owners'
                                equity resulting from operations       $ 242,712
                                                                       ---------
                                                                       ---------


</TABLE>



                   STATEMENTS OF CHANGES IN CONTRACT OWNERS' EQUITY
                                     (UNAUDITED)

<TABLE>
<CAPTION>



                                                         Six months        Year
                                                           ended           ended
                                                       June 30, 1997  December 31, 1996
                                                     ------------------------------------
<S>                                                  <C>              <C>

  Net investment income:                                $  6,302       $  11,760
  Net realized gain from investment transactions          19,564          38,924
  Net unrealized appreciation of investments             216,846         219,574
                                                     ------------------------------------
     Net increase in contract owners'
        equity resulting from operations operations      242,712         270,258
  Net contract purchase payments                           5,496          10,053
  Reimbursement (payment) for contract guarantees          1,539            (139)
  Annuity payments                                             0               0
  Withdrawals                                            (75,292)       (197,732)
                                                     ------------------------------------
     Net increase in contract owners' equity             174,455          82,440
     Contract owners' equity at beginning of period    1,620,070       1,537,630
                                                     ------------------------------------
     Contract owners' equity at end of period         $1,794,525      $1,620,070
                                                     ------------------------------------
                                                     ------------------------------------


</TABLE>

                          SEE NOTES TO FINANCIAL STATEMENTS

                                          2
<PAGE>

                        FRANKLIN LIFE VARIABLE ANNUITY FUND B
                               PORTFOLIO OF INVESTMENTS
                                    JUNE 30, 1997
                                     (UNAUDITED)


NUMBER
  OF                                                                   FAIR
SHARES                                                                 VALUE
- ------                                                                 -----

              COMMON STOCKS (82.67%)
              AEROSPACE/AVIATION (4.65%)
      900        Boeing Company                                   $  47,756
      700        Raytheon Company                                    35,700
                                                                 ----------
                                                                     83,456
              BANKING (4.95%)
      700        Student Loan Marketing Association                  88,900
              BEVERAGES (1.26%)
      600        PepsiCo, Incorporated                               22,538
              BUSINESS SERVICES (1.87%)
      900        Equifax Inc.                                        33,469
              CHEMICALS (1.94%)
      400        Dow Chemical                                        34,750
              COMPUTER SERVICES (3.06%)
    1,300        Ceridian Corporation*                               54,925
              COSMETICS & HOUSEHOLD PRODUCTS (3.70%)
      700        Gillette Company                                    66,325

              DRUG & HEALTH CARE (20.33%)
    1,000        Eli Lilly and Company                              109,313
      675        Merck & Company, Inc.                               69,061
      300        Pfizer, Incorporated                                35,850
    1,800        Schering-Plough Corporation                         86,175
    1,200        Walgreen Company                                    64,350
                                                                 ----------
                                                                    364,749

              ELECTRONICS & INSTRUMENTATIONS (2.81%)
      900        Hewlett-Packard Company                             50,400
              FOOD - RETAIL (3.15%)
    1,550        Albertson's, Incorporated                           56,575
              FOOD - WHOLESALE  (1.42%)
      700        Sysco Corporation                                   25,550
              MACHINERY - INDUSTRIAL & CONSTRUCTION (1.23%)
      400        Fluor Corporation                                   22,075

              OFFICE EQUIPMENT & SERVICES (9.14%)
      300        Compaq Computers Corporation*                       29,850
      700        International Business Machines                
                 Corporation                                         63,175
      900        Xerox Corporation                                   70,987
                                                                 ----------
                                                                    164,012
              OILS & OIL RELATED PRODUCTS (7.37%)
      250        Amoco Corporation                                $  21,734
    1,150        British Petroleum Company, p.l.c.                   86,106
      600        Enron Corporation                                   24,488
                                                                 ----------
                                                                    132,328

              PACKAGING - CONTAINERS (1.78%)
      800        Avery-Dennison Corporation                          32,100

              PHOTOGRAPHY (1.07%)
      250        Eastman Kodak Company                               19,188

              RESTAURANTS/LODGING (4.50%)
    1,000        Marriott International, Inc.                        61,375
      400        McDonald's Corporation                              19,325
                                                                 ----------
                                                                     80,700
              TECHNOLOGY (5.86%)
      700        AMP, Incorporated                                   29,225
      675        Diebold, Incorporated                               26,325
      350        Intel Corporation                                   49,634
                                                                 ----------
                                                                    105,184


              UTILITIES - TELEPHONE (2.58%)
    1,000     BellSouth Corporation                                  46,375
                                                                 ----------
              TOTAL COMMON STOCKS
               (COST-$729,436)                                    1,483,599
                                                                 ----------

PRINCIPAL
 AMOUNT          SHORT-TERM NOTES (13.02%)
- ---------

 $150,000        United  States Treasury Bill
                   4.79%, due 7/3/97 (cost-$148,882)                148,882
 $ 85,000        United States Treasury Bill
                   4.40%, due 7/3/97 (cost-$84,782)
                                                                     84,782
                                                                 ----------
                                          TOTAL SHORT-TERM NOTES    233,664
                                                                 ----------
                                      TOTAL INVESTMENTS (95.69%)  1,717,263
                                                (COST -$963,100)

                                      CASH AND RECEIVABLES, LESS
                                               LIABILITY (4.31%)     77,262
                                                                 ----------
                                          TOTAL CONTRACT OWNERS'
                                                 EQUITY (100.0%) $1,794,525
                                                                 ----------
                                                                 ----------

*Non-income producing investment during the six-month period ending June 30,
1997.

                    SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
THIS REPORT HAS BEEN PREPARED FOR THE INFORMATION OF FRANKLIN LIFE VARIABLE
ANNUITY FUND B CONTRACT OWNERS.  IT IS NOT AUTHORIZED FOR DISTRIBUTION TO
PROSPECTIVE INVESTORS UNLESS PRECEDED OR ACCOMPANIED BY A CURRENT PROSPECTUS.


                                          3
<PAGE>

FRANKLIN LIFE VARIABLE ANNUITY FUND B
NOTES TO FINANCIAL STATEMENTS

NOTE A-SIGNIFICANT ACCOUNTING POLICIES

Franklin Life Variable Annuity Fund B (Fund) is a segregated investment account
of The Franklin Life Insurance Company (The Franklin) and is registered as an
open-end diversified management investment company under the Investment Company
Act of 1940, as amended.  The Fund no longer issues new contracts.  Significant
accounting policies of the Fund are as follows:

VALUATION OF INVESTMENTS:  Investments in common stocks listed on national stock
exchanges are valued at closing sales prices.  Unlisted common stocks are valued
at the most recent bid prices, as supplied by broker-dealers.  Short-term notes
are valued at cost, which approximates fair value.

INVESTMENT TRANSACTIONS AND RELATED INVESTMENT INCOME:  Investment transactions
are accounted for on the trade date.  Dividend income is recorded on the
ex-dividend date and interest income is recorded on the accrual basis.

FEDERAL INCOME TAXES:  Operations of the Fund will form a part of, and be taxed
with those of, The Franklin, which is taxed as a "life insurance company" under
the Internal Revenue Code.  Under current law, no federal income taxes are
payable with respect to the Fund.

NOTE B-INVESTMENTS

Exclusive of short-term investments, the cost of investments purchased and the
proceeds from investments sold during the six-month period ended June 30, 1997
aggregated $7,552 and $108,084, respectively.

NOTE C-EXPENSES

Amounts are paid to The Franklin for investment management services at the rate
of .0012% of the current value of the Fund per day (.438% on an annual basis)
and for mortality and expense risk assurances at the rate of .002745% of the
current value of the Fund per day (1.002% on an annual basis).

NOTE D-SALES AND ADMINISTRATIVE CHARGES

Sales and administrative charges aggregating $679 and $1,002 were deducted from
the proceeds of the sales of accumulation units and retained by Franklin
Financial Services Corporation and The Franklin for the six-month period ended
June 30, 1997 and the year ended December 31, 1996, respectively.  Franklin
Financial Services Corporation is a wholly-owned subsidiary of The Franklin and
principal underwriter for the Fund.

                   NOTE E-SUMMARY OF CHANGES IN ACCUMULATION UNITS

                                   Six months                  Year ended
                               ended June 30, 1997          December 31, 1996
                             --------------------------------------------------
                               UNITS       AMOUNT           UNITS      AMOUNT
                               -----       ------           -----      ------

Balance at
  beginning of
  period                    18,648     $1,620,070         21,059    $1,537,630

Purchases                       88          5,496            200        10,053

Net investment
   income                        -          6,302              -        11,760

Net realized gain
  from investment
  transactions                   -         19,564              -        38,924

Net unrealized
  appreciation
  of investments                 -        216,846              -       219,574

Withdrawals                   (829)       (75,292)        (2,611)     (197,732)

Reimbursement
  (payment) for
  contract
  guarantees                     -          1,539              -          (139)
                             --------------------------------------------------

Balance at end of
  period                    17,907     $1,794,525         18,648    $1,620,070
                             --------------------------------------------------
                             --------------------------------------------------

NOTE F-REMUNERATION OF MANAGEMENT

No person receives any remuneration from the Fund because The Franklin pays the
fees of members of the Board of Managers and officers and employees of the Fund
pursuant to expense assurances.  Certain members of the Board of Managers and
officers of the Fund are also directors, officers or employees of The Franklin
or Franklin Financial Services Corporation.  Amounts paid by the Fund to The
Franklin and to Franklin Financial Services Corporation are disclosed in this
report.


NOTE G-NET UNREALIZED APPRECIATION OF INVESTMENTS

Net unrealized appreciation of investments at June 30, 1997 and December 31,
1996 was as follows:

                                                        JUNE 30,  DECEMBER 31,
                                                         1997         1996
                                                         ----------------------
Gross unrealized appreciation                           $754,162      $539,392
Gross unrealized depreciation                                  -         2,076
                                                         ----------------------
       Net unrealized appreciation
                of investments                          $754,162      $537,316
                                                         ----------------------
                                                         ----------------------


                                          4
<PAGE>

                        FRANKLIN LIFE VARIABLE ANNUITY FUND B
                              SUPPLEMENTARY INFORMATION
                PER-UNIT INCOME AND CHANGES IN ACCUMULATION UNIT VALUE
                  (SELECTED DATA AND RATIOS FOR AN ACCUMULATION UNIT
                         OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>



                                              SIX MONTHS
                                                 ENDED
                                                JUNE 30,                YEAR ENDED DECEMBER 31,
                                                 1997*           1996           1995          1994          1993
                                               --------------------------------------------------------------------
<S>                                            <C>            <C>            <C>            <C>            <C>

Investment income                              $  1.007       $  1.777       $  2.043       $  1.569       $  1.305

Expenses                                           .659          1.169           .935           .850           .841
                                               --------------------------------------------------------------------

Net investment income                              .348           .608          1.108           .719           .464

Net realized and unrealized
  gain (loss) on investments                     12.989         13.251         14.278          (.943)         1.697
                                               --------------------------------------------------------------------
Net increase (decrease)
  in accumulation unit value                     13.337         13.859         15.386          (.224)         2.161

Accumulation unit value:
  Beginning of period                            86.875         73.016         57.630         57.854         55.693
                                               --------------------------------------------------------------------
  End of period                                $100.212        $86.875        $73.016        $57.630        $57.854
                                               --------------------------------------------------------------------
                                               --------------------------------------------------------------------
Ratio of expenses to average net assets            1.44%          1.44%          1.44%          1.44%          1.44%

Ratio of net investment
  income to average net assets                      .76%           .75%          1.71%          1.22%           .80%

Portfolio turnover rate                             .63%          3.35%         22.26%         82.18%         61.50%

Number of accumulation units
  outstanding at end of period                   17,907         18,648         21,059         23,165         26,542
- -------------------------------------------------------------------------------------------------------------------

*(Not annualized)



</TABLE>


                     MATTERS SUBMITTED TO VOTE OF CONTRACT OWNERS

An annual meeting of Contract Owners of the Fund was held on April 21, 1997.  At
the meeting, the individuals named below were elected as Members of the Board of
Managers of the Fund, and Ernst & Young LLP was ratified as the Fund's
independent auditors for the ensuing fiscal year.  The number of votes cast for,
against or withheld, as well as the number of abstentions and broker non-votes,
if applicable, as to each matter is set forth in the table below.

<TABLE>
<CAPTION>



               Matter                                           Votes:
           --------------                         -----------------------------------
                                                  For           Against       Abstain
                                                  ---           -------       -------
<S>                                               <C>           <C>           <C>    
Election of
Robert G. Spencer as
Member, Board of Managers                         9,027            123              0


Election of
Dr. Robert C. Spencer as
Member, Board of Managers                         9,027            123              0


Election of
James W. Voth as
Member, Board of Managers                         9,027            123              0

Election of Clifford L. Greenwalt as
Member, Board of Managers                         9,027            123              0


Ratification of Selection
of Ernst & Young LLP as
independent auditors                              9,040              0            110




</TABLE>
                                          5



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