FRANKLIN NEW YORK TAX FREE TRUST
N-30D, 1997-03-10
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Celebrating 50 Years

This year marks 50 years of business for Franklin  Templeton.  Over these years,
we have  experienced  profound  changes in technology,  regulations and customer
expectations within the mutual fund industry.  As one of the largest mutual fund
families, we're proud to be an innovative industry leader, providing people like
you with an opportunity to invest in companies and governments around the globe.
We thank you for your past support and look  forward to serving your  investment
needs in the years ahead.


Table of Contents
                                              Page

Message from the Chairman                       2

Fund Reports

Franklin New York Tax-Exempt
Money Fund                                      3

Franklin New York Insured
Tax-Free Income Fund                            5

Franklin New York Intermediate-Term
Tax-Free Income Fund                           13

Statement of Investments                       18

Financial Statements                           29

Notes to Financial Statements                  32

Report of Independent Auditors                 39


MESSAGE FROM THE CHAIRMAN
================================================================================
                                                              February 14, 1997

Dear Shareholder:

It's a pleasure to bring you the Franklin New York Tax-Free Trust's annual
report for the period ended December 31, 1996.

The 12 months covered by this report were a reminder of how volatile the economy
can be. Over the year,  interest rates, as measured by the 30-year U.S. Treasury
bond yield,  bounced between 5.96% and 7.13% before closing the period at 6.65%.
Some of this  movement can be  attributed  to  speculation  on the  direction of
short-term  interest  rates.  Indeed,  newspaper  headlines  during  the  period
declared the economy was  overheating one day and stalling the next -- the final
consensus  suggesting a slow-growth trend with few, if any,  inflationary fears.
We expect that the funds in the Franklin New York Tax-Free  Trust should perform
well in this relatively slow growth environment.

While market  volatility  can be  unsettling,  it is important to remember  that
financial  markets  have  always  been  -- and  always  will  be --  subject  to
fluctuation.  No one  can  predict  the  future  performance  of the  securities
markets,  but history has shown that, over the long term,  stocks and bonds have
delivered  impressive  results  when  left to  compound.  For  this  reason,  we
encourage  you  to  periodically   review  your  investment  program  with  your
investment representative, and focus on your continuing long-term goals.

As  a  Franklin  Templeton  fund  shareholder,   you  receive  the  benefits  of
professional  management  and dedicated  service.  Should you have any questions
concerning  the funds in the Franklin New York  Tax-Free  Trust,  we welcome the
opportunity to answer them.

We appreciate your support, welcome new shareholders and look forward to serving
your investment needs in the years ahead.

Sincerely,



Charles B. Johnson
Chairman
Franklin New York Tax-Free Trust


FRANKLIN NEW YORK TAX-EXEMPT MONEY FUND
================================================================================

Your Fund's Objective:

Seeks to provide shareholders with a high level of current income exempt from
regular federal, New York state and New York City personal income taxes, along
with preservation of capital and liquidity, by investing primarily in a
portfolio of short-term municipal debt securities issued in New York. The fund
is managed to maintain a $1.00 share price.*

Although  interest rates were somewhat  volatile in the beginning of 1996,  they
began to stabilize later in the year.  Short-term interest rates, as measured by
the yield on the one-year U.S. Treasury bill, fluctuated between 4.90% and 5.91%
between January and December 31, 1996.

During the  reporting  period,  we  maintained  our neutral  position  regarding
average  maturity  as we did not expect the  Federal  Reserve  Board to raise or
lower  short-term  rates. On December 31, 1996, the fund's average  maturity was
relatively short at 34 days, down slightly from 37 days on December 31, 1995. By
keeping the maturity short, we had the ability to invest in securities  offering
higher rates as they became available, thereby increasing the fund's yield.




GRAPHIC MATERIAL 1 OMITTED - SEE APPENDIX AT END OF DOCUMENT




On December 31, 1996, the fund's seven-day  effective  yield,  which assumes the
compounding of daily dividends,  was 3.34% and the fund's  seven-day  annualized
yield was 3.29%.  This  tax-free  rate is  generally  higher than the  after-tax
return on a  comparable  taxable  investment.  For  example,  an investor in the
maximum combined  federal,  New York state and New York City personal income tax
bracket of 46.6% would need to earn 6.16% from a taxable investment to match the
fund's tax-free yield. Likewise, an investor in the maximum combined federal and
New York state  personal  income tax  bracket of 43.9%  would need to earn 5.86%
from a taxable investment to match the fund's tax-free yield.


*An  investment  in the  fund is  neither  insured  nor  guaranteed  by the U.S.
government.  There is no  assurance  that the  $1.00  per  share  price  will be
maintained.


Liquidity and quality of investments drive our management  approach.  In keeping
with this, we purchased only the highest quality  securities  available to money
market  portfolios  during the reporting  period. We will continue to manage the
fund with an emphasis on high quality securities and liquidity, as we anticipate
continued slow economic growth and subdued inflation.


Franklin New York Tax-Exempt Money Fund

Periods ended December 31, 1996


- --------------------------------------------------------------------------------
Seven-Day Effective Yield1                  3.34%
Seven-Day Annualized Yield                  3.29%
Taxable Equivalent Yield2                   6.16%
- --------------------------------------------------------------------------------

1. The seven-day effective yield assumes the compounding of daily dividends.

2. Taxable equivalent yield assumes the 1996 maximum combined federal,  New York
state and New York City  personal  income  tax  bracket  of 46.6%,  based on the
federal income tax rate of 39.6%.

Annualized and effective  yields are for the seven days ended December 31, 1996.
Yields reflect fluctuations in interest rates on portfolio investments,  as well
as fund expenses.  Yields should be viewed in terms of the current,  low rate of
inflation  -- just as high  inflation  usually  results  in higher  yields,  low
inflation often results in lower yields.  Past  performance is not predictive of
future results.

The fund's manager agreed in advance to waive a portion of the management  fees,
which reduces  operating  expenses and increases yield to shareholders.  Without
these  reductions,  the fund's  annualized  and effective  yields for the period
would  have  been  3.04%  and  3.08%,  respectively.   The  fee  waiver  may  be
discontinued at any time upon notice to the fund's Board of Trustees.


FRANKLIN NEW YORK INSURED TAX-FREE INCOME FUND
================================================================================

Your Fund's Objective:

Seeks to provide  shareholders  with a high level of current  income exempt from
regular  federal,  New York state and New York City personal  income taxes,  and
preservation of capital, consistent with prudent investment management. The fund
invests primarily in a portfolio of insured New York municipal securities.*

Over the reporting  period,  interest rates continued to react to changes in the
strength of the  economy.  Whether such changes were real or imagined is another
matter. Nevertheless,  the trend seems to indicate slow to modest growth and, as
such,  interest rates should remain at or near current levels.  It would be very
difficult at this time to make a convincing  argument for the Federal Reserve to
either raise or lower the federal funds rate.

New York's economy  continued to be "good," but many question whether it is good
enough to allay some of the persistent  budgetary  problems.  In the past,  some
one-time  fixes have been used to solve these  problems;  just how many of these
fixes are still  available  and how much  longer  needed  reform  can be delayed
remains to be seen.


   Franklin New York Insured
   Tax-Free Income Fund
   Portfolio Breakdown on December 31, 1996
   Based on Total Long-Term Investments

                                        % of Total
                                         Long-Term
   Sector                               Investments
- --------------------------------------------------------------------------------

   Utilities                               34.8%

   Transportation                          17.1%

   Education                               16.3%

   Hospitals                               10.9%

   General Obligations                      7.2%

   Health Care                              4.4%

   Pre-Refunded                             3.5%

   Other Revenue                            3.2%

   Industrial                               1.5%

   Certificates of Participation            1.1%


For a complete list of portfolio holdings, please see page 18 of this report.


*For investors subject to the federal  alternative  minimum tax, a small portion
of this income may be subject to such tax. Distributions of capital gains and of
ordinary income from accrued market discount, if any, are generally taxable.


During the 12 months under review,  we sold over 20 holdings that were initially
purchased  during the fund's early years to meet  diversification  requirements.
These items, which ranged from $50,000 to $150,000,  were reinvested in holdings
of $1 million or more,  or by adding to existing  holdings that are more typical
of a portfolio whose total net assets  approximate  $260 million.  While capital
gains were realized,  currently there are no taxable  distributions as the gains
were offset by the portfolio's accumulated loss reserves.

Even  though  over half of the debt  brought to market  during the past year has
been   insured,   there  is  a   remarkable   lack  of  breadth  in   selection.
Diversification and balance in the portfolio's  holdings are ongoing objectives.
Many of the recent offerings are by issuers already represented in the portfolio
and, while not constraining,  the ability to update the portfolio takes a little
longer.


Performance Summary
Class I

The Franklin New York Insured Tax-Free Income Fund's share price, as measured by
net asset value,  declined 12 cents from $11.41 on December 31, 1995,  to $11.29
on December 31, 1996.

At the end of this reporting  period,  the fund's  distribution  rate was 4.99%,
based on an  annualization of the current monthly dividend of 4.9 cents ($0.049)
per share and the maximum  offering  price of $11.79 on December 31, 1996.  This
tax-free  rate is  generally  higher than the  after-tax  return on a comparable
taxable investment.  An investor in the maximum combined federal, New York state
and New York City personal  income tax bracket of 46.6% would need to earn 9.34%
from a  taxable  investment  to match the  fund's  tax-free  distribution  rate.
Likewise,  an  investor  in the  maximum  combined  federal  and New York  state
personal  income tax  bracket  of 43.9%  would need to earn 8.90% from a taxable
investment to match the fund's tax-free distribution rate.

As illustrated by the chart on the following page,  your fund's  performance has
exceeded  that of the Consumer  Price Index (CPI) since its  inception on May 1,
1991, keeping your purchasing power well ahead of inflation -- a primary goal of
any  investment.  Although the fund has slightly  underperformed  the  unmanaged
Lehman  Brothers  Municipal  Bond Index,  such  unmanaged  market  indices  have
inherent  performance  differentials  over any fund.  They do not pay management
fees to cover  salaries of  securities  analysts or portfolio  managers,  or pay
commissions  or market  spreads  to buy and sell  securities.  Unlike  unmanaged
indices,  mutual funds are never fully invested because of the need to have cash
on hand to  redeem  shares.  In  addition,  the  performance  shown for the fund
includes the maximum  initial sales charge,  all fund expenses and account fees.
If the fund's costs had been applied to the index, the index's performance would
have  been  lower.  Additionally,  the  index  includes  over  25,000  municipal
securities  from  across the  country,  while your fund  consists  primarily  of
insured New York  municipal  bonds.  Please  remember  that an index is simply a
measure of performance and cannot be invested in directly.


   Franklin New York Insured
   Tax-Free Income Fund
   Class I
   Dividend Distributions 1/01/96 - 12/31/96+

                                         Dividend
   Month                                 per Share
   -----------------------------------------------

   January                               4.9 cents

   February                              4.9 cents

   March                                 4.9 cents

   April                                 4.9 cents

   May                                   4.9 cents

   June                                  4.9 cents

   July                                  4.9 cents

   August                                4.9 cents

   September                             4.9 cents

   October                               4.9 cents

   November                              4.9 cents

   December                              4.9 cents

   Total                                58.8 cents


+Assumes  shares were  purchased and held for the entire accrual  period.  Since
dividends accrue daily, your actual distributions will vary depending on the day
you  purchased  your shares and any account  activity  during the month.  Income
distributions and total return calculations include all accrued income earned by
the fund during the reporting period.




GRAPHIC MATERIAL 2 OMITTED - SEE APPENDIX AT END OF DOCUMENT




GRAPHIC MATERIAL 3 OMITTED - SEE APPENDIX AT END OF DOCUMENT



<TABLE>
<CAPTION>
Franklin New York Insured Tax-Free Income Fund - Class I
Periods ended December 31, 1996
                                                                                          Since
                                                                                        Inception
                                                                     1-Year    5-Year    (5/1/91)
- --------------------------------------------------------------------------------------------------

            <S>                                            <C>       <C>       <C>       <C>   
            Cumulative Total Return1                                 4.30%     41.85%    51.55%
            Average Annual Total Return2                            -0.17%      6.32%     6.79%

            Distribution Rate3                             4.99%
            Taxable Equivalent Distribution Rate4          9.34%
            30-Day Standardized Yield5                     4.50%
            Taxable Equivalent Yield4                      8.43%
- --------------------------------------------------------------------------------------------------
</TABLE>


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

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

3. Based on an  annualization of the current 4.9 cent per share dividend and the
maximum offering price of $11.79 on December 31, 1996.

4.  Taxable  equivalent  distribution  rate and yield  assume  the 1996  maximum
combined  federal,  New York state and New York City personal income tax bracket
of 46.6%, based on the federal income tax rate of 39.6%.

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

Note:  Prior to July 1, 1994,  fund shares were offered at a lower initial sales
charge,  with dividends  reinvested at the offering  price.  Thus,  actual total
returns for  purchasers  of shares  during that period would have been  somewhat
different than noted above. Effective May 1, 1994, the fund eliminated the sales
charge on reinvested dividends and implemented a plan of distribution under Rule
12b-1,  which  affects  subsequent  performance.  All total return  calculations
assume reinvestment of dividends and capital gains at net asset value, and 12b-1
fees from the date of the plan's implementation. Investment return and principal
value will fluctuate with market conditions and you may have a gain or loss when
you sell your shares.

Past performance is not predictive of future results. Past expense reductions by
the fund's manager increased the fund's total return.


Performance Summary

Class II

The Franklin New York Insured Tax-Free Income Fund's share price, as measured by
net asset value, declined 9 cents from $11.46 on December 31, 1995, to $11.37 on
December 31, 1996.

At the end of this reporting  period,  the fund's  distribution  rate was 4.52%,
based on the current monthly  dividend of 4.32 cents ($0.0432) per share and the
offering  price of $11.48 on December 31, 1996.  This tax-free rate is generally
higher than the after-tax return on a comparable taxable investment. An investor
in the  maximum  combined  federal,  New York  state and New York City  personal
income tax bracket of 46.6%  would need to earn 8.46% from a taxable  investment
to match the fund's tax-free  distribution  rate.  Likewise,  an investor in the
maximum combined federal and New York state personal income tax bracket of 43.9%
would need to earn 8.06% from a taxable  investment to match the fund's tax-free
distribution rate.

As  illustrated  by the chart on page 11, your fund's  performance  has exceeded
that of the  Consumer  Price  Index (CPI)  since its  inception  on May 1, 1995,
keeping your  purchasing  power well ahead of inflation -- a primary goal of any
investment.


   Franklin New York Insured
   Tax-Free Income Fund
   Class II
   Dividend Distributions 1/01/96 - 12/31/96+

                                         Dividend
   Month                                 per Share
   ------------------------------------------------

   January                              4.30 cents

   February                             4.35 cents

   March                                4.35 cents

   April                                4.36 cents

   May                                  4.36 cents

   June                                 4.36 cents

   July                                 4.13 cents

   August                               4.13 cents

   September                            4.13 cents

   October                              4.32 cents

   November                             4.32 cents

   December                             4.42 cents++

   Total                               51.53 cents


+Assumes  shares were  purchased and held for the entire accrual  period.  Since
dividends accrue daily, your actual distributions will vary depending on the day
you  purchased  your shares and any account  activity  during the month.  Income
distributions and total return calculations include all accrued income earned by
the fund during the reporting period.

++The December dividend includes both a regular dividend of 4.32 cents ($0.0432)
per  share  and  an  adjustment  of  +.10  cents  to  reconcile  the  12b-1  fee
differential between Class I and Class II shares.


Although the fund has slightly  underperformed  the  unmanaged  Lehman  Brothers
Municipal Bond Index,  such unmanaged  market indices have inherent  performance
differentials  over any fund.  They do not pay management fees to cover salaries
of  securities  analysts or portfolio  managers,  or pay  commissions  or market
spreads to buy and sell securities.  Unlike unmanaged indices,  mutual funds are
never fully invested  because of the need to have cash on hand to redeem shares.
In addition,  the  performance  shown for the fund includes the maximum  initial
sales  charge,  all fund expenses and account fees. If the fund's costs had been
applied  to  the  index,  the  index's   performance   would  have  been  lower.
Additionally,  the index includes securities from across the country, while your
fund consists  primarily of insured New York municipal  bonds.  Please  remember
that an index is simply a measure  of  performance  and  cannot be  invested  in
directly.




GRAPHIC MATERIAL 4 OMITTED - SEE APPENDIX AT END OF DOCUMENT




GRAPHIC MATERIAL 5 OMITTED - SEE APPENDIX AT END OF DOCUMENT



<TABLE>
<CAPTION>
Franklin New York Insured Tax-Free Income Fund - Class II
Periods ended December 31, 1996

                                                                                          Since
                                                                                        Inception
                                                                               1-Year   (5/1/95)
- --------------------------------------------------------------------------------------------------

            <S>                                                      <C>        <C>      <C>   
            Cumulative Total Return1                                            3.87%    13.03%
            Average Annual Total Return2                                        1.81%     6.96%
            Distribution Rate3                                       4.52%

            Taxable Equivalent Distribution Rate4                    8.46%
            30-Day Standardized Yield5                               4.08%
            Taxable Equivalent Yield4                                7.64%
- --------------------------------------------------------------------------------------------------
</TABLE>


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

2. Average annual total return measures the average annual change in value of an
investment over the periods indicated. It includes the 1.0% initial sales charge
and the 1.0%  Contingent  Deferred  Sales Charge  (CDSC),  applicable  to shares
redeemed within the first 18 months of investment. See Note below.

3. Based on an annualization of the current 4.32 cent per share dividend and the
offering price of $11.48 on December 31, 1996.

4.  Taxable  equivalent  distribution  rate and yield  assume  the 1996  maximum
combined  federal,  New York state and New York City personal income tax bracket
of 46.6%, based on the federal income tax rate of 39.6%.

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

Note: All total return calculations assume reinvestment of dividends and capital
gains at net asset value.  Investment  return and principal value will fluctuate
with  market  conditions  and you may have a gain or loss  when  you  sell  your
shares. Past performance is not predictive of future results.

Past expense reductions by the fund's manager increased the fund's total return.



FRANKLIN NEW YORK INTERMEDIATE-TERM TAX-FREE INCOME FUND

Your Fund's Objective:

Seeks to provide  shareholders  with a high level of current  income exempt from
regular federal,  New York state and New York City personal income taxes,  along
with  preservation of capital.  The fund invests primarily in a portfolio of New
York municipal  securities with an average weighted  maturity (the time in which
debt must be repaid) between three and ten years.*

During the first half of the fund's fiscal year, the New York  municipal  market
experienced what we consider to be normal volatility.  Our strategy at that time
was to take  advantage  of  market  swings to  improve  the  fund's  performance
potential.  We purchased BBB-rated  securities during that time to help maintain
the fund's income during market swings.

These moves  continued into early  September  when the municipal  market began a
rally that continued  through November.  Within this environment,  we did little
else than fine-tune the portfolio, concentrating on AAA-rated securities (we had
been able to  purchase  some of these  securities  during a brief  market dip in
July),  and with good reason.  By the end of November,  new and secondary issues
were trading at yield levels lower than those in the fund's portfolio.  A modest
market softening through December brought yields up slightly.




GRAPHIC MATERIAL 6 OMITTED - SEE APPENDIX AT END OF DOCUMENT




*For investors subject to the federal  alternative  minimum tax, a small portion
of these  dividends may be subject to such tax.  Distributions  of capital gains
and of ordinary  income from accrued  market  discount,  if any,  are  generally
taxable.

We continue to  maintain  our  conservative  management  approach by  purchasing
"essential  service" bonds.  Unlike other general  obligation  bonds,  essential
service   bonds  are  backed  by  revenue   from   hospitals,   utilities,   and
transportation projects, and tend to generate a more reliable income stream.

Regardless  of market  direction,  however,  we feel the fund is  positioned  to
perform  well  relative to the New York  municipal  market.  As always,  we will
purchase securities based on their credit quality and yield potential.


   Franklin New York Intermediate-Term
   Tax-Free Income Fund
   Portfolio Breakdown on December 31, 1996
   Based on Total Long-Term Investments

                                        % of Total
                                         Long-Term
   Sector                               Investments
   -------------------------------------------------

   General Obligations                     26.7%

   Hospitals                               16.3%

   Certificates of Participation           13.3%

   Other Revenue                           10.4%

   Transportation                           9.2%

   Education                                9.1%

   Housing                                  7.1%

   Utilities                                7.0%

   Industrial                               0.9%


For a complete list of portfolio holdings, please see page 27 of this report.


Performance Summary

The Franklin New York  Intermediate-Term  Tax-Free Income Fund's share price, as
measured by net asset value, declined 12 cents from $10.40 on December 31, 1995,
to $10.28 on December 31, 1996.

At the end of this reporting  period,  the fund's  distribution  rate was 5.25%,
based on an  annualization of the current monthly dividend of 4.6 cents ($0.046)
per share and the maximum  offering  price of $10.52 on December 31, 1996.  This
tax-free  rate is  generally  higher than the  after-tax  return on a comparable
taxable investment.  An investor in the maximum combined federal, New York state
and New York City personal  income tax bracket of 46.6% would need to earn 9.83%
from a  taxable  investment  to match the  fund's  tax-free  distribution  rate.
Likewise,  an  investor  in the  maximum  combined  federal  and New York  state
personal  income tax  bracket  of 43.9%  would need to earn 9.36% from a taxable
investment to match the fund's tax-free distribution rate.

As  illustrated  by the chart on page 16, your fund's  performance  has exceeded
that of the Consumer Price Index (CPI), keeping your purchasing power well ahead
of inflation -- a primary goal of any  investment.  Your fund's  performance has
generally  followed  the same  trends as the broad,  unmanaged  Lehman  Brothers
10-Year  Municipal Bond Index.  Of course,  such  unmanaged  market indices have
inherent  performance  differentials  over any fund.  They do not pay management
fees to cover  salaries of  securities  analysts or portfolio  managers,  or pay
commissions  or market  spreads  to buy and sell  securities.  Unlike  unmanaged
indices,  mutual funds are never fully invested because of the need to have cash
on hand to redeem  shares.  In  addition,  the  perform-ance  shown for the fund
includes the maximum  initial sales charge,  all fund expenses and account fees.
If the fund's costs had been applied to the index, the index's performance would
have  been  lower.  Please  remember  that an  index  is  simply  a  measure  of
performance and cannot be invested in directly.


   Franklin New York Intermediate-Term
   Tax-Free Income Fund
   Dividend Distributions 1/01/96 - 12/31/96+

                                         Dividend
   Month                                 per Share
   ------------------------------------------------

   January                               4.6 cents

   February                              4.6 cents

   March                                 4.6 cents

   April                                 4.6 cents

   May                                   4.6 cents

   June                                  4.6 cents

   July                                  4.6 cents

   August                                4.6 cents

   September                             4.6 cents

   October                               4.6 cents

   November                              4.6 cents

   December                              4.6 cents

   Total                                55.2 cents


+Assumes  shares were  purchased and held for the entire accrual  period.  Since
dividends accrue daily, your actual distributions will vary depending on the day
you  purchased  your shares and any account  activity  during the month.  Income
distributions and total return calculations include all accrued income earned by
the fund during the reporting period.




GRAPHIC MATERIAL 7 OMITTED - SEE APPENDIX AT END OF DOCUMENT




GRAPHIC MATERIAL 8 OMITTED - SEE APPENDIX AT END OF DOCUMENT




<TABLE>
<CAPTION>
Franklin New York Intermediate-Term Tax-Free Income Fund
Periods ended December 31, 1996

                                                                                          Since
                                                                                        Inception
                                                                     1-Year    3-Year   (9/23/92)
- --------------------------------------------------------------------------------------------------
            <S>                                            <C>       <C>       <C>       <C>
            Cumulative Total Return1                                 4.38%     12.98%    27.10%
            Average Annual Total Return2                             2.02%      3.35%     5.21%

            Distribution Rate3                             5.25%
            Taxable Equivalent Distribution Rate4          9.83%
            30-Day Standardized Yield5                     4.79%
            Taxable Equivalent Yield4                      8.97%
- --------------------------------------------------------------------------------------------------
</TABLE>


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

2. Average annual total return  represents the average annual change in value of
an investment over the periods  indicated and includes the maximum 2.25% initial
sales charge. See Note below.

3. Based on an  annualization  of the fund's  current 4.6 cent per share monthly
dividend and the maximum offering price of $10.52 on December 31, 1996.

4.  Taxable  equivalent  distribution  rate and yield  assume  the 1996  maximum
combined  federal,  New York state and New York City personal income tax bracket
of 46.6%, based on the federal income tax rate of 39.6%.

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

Note: All total return calculations assume reinvestment of dividends and capital
gains at net asset value.  Investment  return and principal value will fluctuate
with  market  conditions,  and you may have a gain or loss  when  you sell  your
shares. Past performance is not predictive of future results.

The fund's manager agreed in advance to waive a portion of management  expenses,
which reduces  operating  expenses and increases  yield,  distribution  rate and
total return to shareholders.  Without these reductions, the fund's distribution
rate would have been lower,  and yield for the period would have been 4.35%. The
fee waiver may be discontinued at any time upon notification to the fund's Board
of Trustees.


<TABLE>
<CAPTION>
FRANKLIN NEW YORK TAX-FREE TRUST
================================================================================
Statement of Investments in Securities and Net Assets, December 31, 1996

    Face                                                                                                Value
   Amount      Franklin New York Tax-Exempt Money Fund                                                (Note 1)
- -----------------------------------------------------------------------------------------------------------------
<S>             <C>                                                                                    <C>
                Investments  99.5%
$   200,000    aBabylon, Town of, IDA, IDR, General Microwave Corp. Facility, Series 1984,
                Weekly VRDN and Put, 4.15%, 10/01/99.............................................      $ 200,000
  1,000,000     Erie County RAN, Series A, 4.25%, 04/17/97.......................................      1,001,820
  1,500,000    aGreat Neck North, Water Authority System Revenue, Series A, FGIC Insured,
                Weekly VRDN and Put, 4.00%, 01/01/20 ............................................      1,500,000
    600,000    aNassau IDA, Research Facility Revenue, Cold Spring Harbor Laboratory Project,
                Daily VRDN and Put, 4.90%, 07/01/23 .............................................        600,000
               aNew York City GO,
    100,000     Series B, Sub-Series B-2, MBIA Insured, Daily VRDN and Put, 5.00%, 08/15/03 .....        100,000
    200,000     Series B, Sub-Series B-3, Daily VRDN and Put, 5.00%, 08/15/04....................        200,000
    800,000     Series B, Sub-Series B-10, Weekly VRDN and Put, 4.05%, 08/15/24..................        800,000
  1,000,000     Series D, Weekly VRDN and Put, 4.00%, 02/01/20...................................      1,000,000
    300,000     Sub-Series A-4, Daily VRDN and Put, 5.00%, 08/01/22..............................        300,000
    100,000     Sub-Series A-4, Daily VRDN and Put, 5.00%, 08/01/23..............................        100,000
    100,000     Sub-Series A-5, Daily VRDN and Put, 5.00%, 08/01/16..............................        100,000
    900,000     Sub-Series A-5, Subordinated Lien, Daily VRDN and Put, 5.00%, 08/01/15 ..........        900,000
    200,000     Sub-Series A-8, Daily VRDN and Put, 5.00%, 08/01/18..............................        200,000
               aNew York City HDC, Mortgage Revenue, Weekly VRDN and Put,
  1,400,000     Columbus Apartments, Series A, 3.95%, 03/15/25 ..................................      1,400,000
  1,235,000     Parkgate Tower No. 1, 3.00%, 12/01/07 ...........................................      1,235,000
  1,000,000    aNew York City IDA, IDR, Brooklyn Navy Yard, Cogeneration Project, Series A,
                Weekly VRDN and Put, 4.15%, 07/01/29.............................................      1,000,000
    500,000    aNew York City IDA, Various Civic Facilities, National Audobon Society, Daily VRDN
                and Put, 4.80%, 12/01/14 ........................................................        500,000
                New York City Municipal Water Finance Authority, Water and Sewer Systems Revenue,
                FGIC insured,
    100,000    aSeries A, Daily VRDN and Put, 4.70%, 06/15/25....................................        100,000
    400,000     Series B, 6.90%, 06/15/97........................................................        405,769
  3,100,000    aSeries C, Daily VRDN and Put, 5.00%, 06/15/22 ...................................      3,100,000
  1,200,000    aNew York City Tri-Cultural Resources Revenue, American Museum of Natural History,
                Series B, MBIA Insured, Weekly VRDN and Put 3.80%, 04/01/21......................      1,200,000
               aNew York Dormitory Authority Revenues,
    300,000     Cornell University, Series B, Daily VRDN and Put, 4.80%, 07/01/25 ...............        300,000
  2,200,000     Metropolitan Museum of Art, Series B, Weekly VRDN and Put, 4.00%, 07/01/23 ......      2,200,000
    400,000     New York Public Library, Series B, Weekly VRDN and Put, 4.00%, 07/01/22..........        400,000
  1,000,000     Oxford University Press, Inc., Daily VRDN and Put, 5.45%, 07/01/23 ..............      1,000,000
  2,000,000     Oxford University Press, Inc., Weekly VRDN and Put, 4.00%, 07/01/25 .............      2,000,000
                New York State Dormitory Authority, Sloan Kettering, TECP,
    500,000      3.60%, 01/08/97.................................................................        500,000
  1,900,000      3.50%, 01/22/97.................................................................      1,900,000
               aNew York State Energy Research and Development Authority, PCR,
$ 1,200,000     Central Hudson Gas & Electric Co. Project, Series A, Weekly VRDN and Put,
                 3.80%, 06/01/27 ................................................................    $ 1,200,000
    100,000     Niagara Mohawk Power Corp., Series A, DATES, Daily VRDN and Put,
                 4.70%, 07/01/15.................................................................        100,000
    500,000     Niagara Mohawk Power Corp., Series B, Daily VRDN and Put, 4.90%, 12/01/25........        500,000
  1,100,000     Refunding, Central Hudson Gas & Electric Co. Project, Series B, Weekly VRDN
                 and Put, 3.80%, 06/01/27........................................................      1,100,000
  1,000,000     Refunding, Orange and Rockland Project, Series A, FGIC Insured, Weekly VRDN
                 and Put, 3.80%, 10/01/14 .......................................................      1,000,000
  1,350,000     Refunding, Orange and Rockland Utilities, Series A, AMBAC Insured, Weekly VRDN
                 and Put, 3.80%, 08/01/15 .......................................................      1,350,000
  1,000,000     New York State Environmental Facility Corp., TECP, 3.55%, 01/10/97...............      1,000,000
  2,800,000     New York State GO, TECP, 3.45%, 03/05/97.........................................      2,800,000
  2,100,000    aNew York State HFA, Normandie Court I Project, Weekly VRDN and Put,
                 4.00%, 05/15/15 ................................................................      2,100,000
               aNew York State Local Government Assistance Corp., Weekly VRDN and Put,
    300,000     Series B, 4.00%, 04/01/23........................................................        300,000
    500,000     Series F, 4.00%, 04/01/25........................................................        500,000
    700,000     Series G, 3.85%, 04/01/25........................................................        700,000
  2,500,000    aNew York State Medical Care Facilities, Finance Agency Revenue, Pooled Equipment
                Loan Program II, Series A, Weekly VRDN and Put, 3.90%, 11/01/03..................      2,500,000
    870,000    aNiagara County IDA, IDR, Pyron Corp. Project, Weekly VRDN and Put, 4.15%, 11/01/04       870,000
                North Hempstead Solid Waste Management Authority Revenue, Refunding,
    300,000    aSeries A, Weekly VRDN and Put, 3.90%, 02/01/12...................................        300,000
  1,000,000     Series B, MBIA Insured, 3.70%, 02/01/97..........................................      1,000,000
    800,000    aOnondaga County IDA, IDR, FRN, Pass & Seymour, Inc., Series B, Monthly VRDN
                 and Weekly Put, 3.40%, 11/13/98 ................................................        800,000
  1,000,000    aPuerto Rico Commonwealth, Government Development Bank, Refunding,
                Weekly VRDN and Put, 3.75%, 12/01/15 ............................................      1,000,000
  3,000,000     Sayville Union Free School District TAN, 4.20%, 06/26/97.........................      3,005,612
    900,000    aSeneca County IDA, Civic Facility Revenue, New York Chiropractic College,
                Weekly VRDN and Put, 3.80%, 10/01/21 ............................................        900,000
  1,600,000    aSt. Lawrence IDA, Environmental Impact Revenue, Reynolds Metals Co. Project,
                Weekly VRDN and Put, 4.00%, 05/01/25 ............................................      1,600,000
  1,500,000    aSuffolk County GO, Water Authority, BAN, Weekly VRDN and Put, 3.90%, 02/08/01....      1,500,000
  1,000,000     Suffolk County TRAN, 4.50%, 09/11/97.............................................      1,003,661
    595,000    aSuffolk IDA, IDR, Refunding, Phototronics Corp. Facility, Daily VRDN and Weekly Put,
                 4.95%, 01/01/98 ................................................................        595,000
    400,000    aSyracuse IDA, Civic Facilities Revenue, Multi-Modal, Syracuse University Project,
                Daily VRDN and Put, 4.80%, 03/01/23 .............................................        400,000
$ 3,000,000     Three Villages Central School District, Brookhaven & Smithtown TAN, 4.50%, 06/30/97  $ 3,009,259
  1,020,000     Triborough Bridge and Tunnel Authority Revenues, Series K, 7.80%, 01/01/97.......      1,020,000
  2,500,000    aTriborough Bridge and Tunnel Authority, Special Obligation, FGIC Insured,
                Weekly VRDN and Put, 4.00%, 01/01/24 ............................................      2,500,000
                                                                                                     -----------
                         Total Investments (Cost $58,896,121)  99.5% ............................     58,896,121
                         Other Assets and Liabilities, Net  0.5% ................................        281,459
                                                                                                     -----------
                         Net Assets  100.0%......................................................    $59,177,580
                                                                                                     ===========


At December 31, 1996,  there was no unrealized  appreciation or depreciation for
financial statement or income tax purposes.


PORTFOLIO ABBREVIATIONS:
AMBAC    - American Municipal Bond Assurance Corp.
BAN      - Bond Anticipation Notes
DATES    - Demand Adjustable Tax-Exempt Securities
FGIC     - Financial Guaranty Insurance Co.
FRN      - Floating Rate Notes
GO       - General Obligation
HDC      - Housing Development Corp.
HFA      - Housing Finance Authority/Agency
IDA      - Industrial Development Authority/Agency
IDR      - Industrial Development Revenue
MBIA     - Municipal Bond Investors Assurance Corp.
PCR      - Pollution Control Revenue
RAN      - Revenue Anticipation Notes
TAN      - Tax Anticipation Notes
TECP     - Tax-Exempt Commercial Paper
TRAN     - Tax and Revenue Anticipation Notes






aVariable rate demand notes (VRDNs) are tax-exempt  obligations  which contain a
floating or variable interest rate adjustment formula and an unconditional right
of demand to receive payment of the principal balance plus accrued interest upon
short notice prior to specified dates. The interest rate may change on specified
dates in  relationship  with  changes  in a  designated  rate (such as the prime
interest rate or U.S. Treasury bills rate).



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



<TABLE>
<CAPTION>
FRANKLIN NEW YORK TAX-FREE TRUST

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

    Face                                                                                                Value
   Amount       Franklin New York Insured Tax-Free Income Fund                                        (Note 1)
- -----------------------------------------------------------------------------------------------------------------
<S>             <C>                                                                                  <C>
                Bonds  98.6%
$  1,000,000    Albany County GO, FGIC Insured, 5.85%, 06/01/12.................................     $ 1,032,030
                Albany Municipal Water Finance Authority, Water and Sewer System Revenue,
                 Refunding, Series A, FGIC Insured,
   2,505,000     5.95%, 12/01/12 ...............................................................       2,588,692
   8,990,000     5.50%, 12/01/22 ...............................................................       8,867,287
   2,585,000    Amsterdam HDC, Mortgage Revenue, Refunding, MBIA Insured, 6.25%, 01/01/25.......       2,618,450
     200,000    Brookhaven GO, Series B, MBIA Insured, 7.00%, 05/01/09 .........................         231,240
   1,000,000    Broome County COP, Public Safety Facilities, MBIA Insured, 5.25%, 04/01/22 .....         954,210
                Buffalo GO, AMBAC Insured,
     225,000     Series A & C, Pre-Refunded, 7.25%, 04/01/08 ...................................         248,753
     360,000     Series E, 6.70%, 12/01/17......................................................         396,688
     385,000     Series E, 6.70%, 12/01/18......................................................         424,235
     410,000     Series E, 6.70%, 12/01/19......................................................         456,006
                Buffalo Municipal Water Finance Authority, Water System Revenue,
   1,350,000     FGIC Insured, 6.10%, 07/01/26..................................................       1,404,270
   3,600,000     FSA Insured, 5.75%, 07/01/19...................................................       3,623,940
     100,000    Camden Central School District, AMBAC Insured, 7.10%, 06/15/07 .................         116,385
                Canandaigua City School District, AMBAC Insured,
     625,000     6.40%, 06/01/08 ...............................................................         691,138
     550,000     6.50%, 06/01/11................................................................         606,496
                Central Square School District, FGIC Insured,
     900,000     6.50%, 06/15/08................................................................       1,003,194
     900,000     6.50%, 06/15/09................................................................       1,000,917
   2,000,000    Clifton Park Water Authority, Water System Revenue, Series A, FGIC Insured,
                 Pre-Refunded, 6.375%, 10/01/26 ................................................       2,213,180
     495,000    Deposit Central School District GO, AMBAC Insured, 6.35%, 06/15/10..............         539,015
   1,000,000    Erie County GO, Series B, FGIC Insured, 5.625%, 06/15/20........................         995,440
     200,000    Erie County Water Authority Revenue, Refunding, Series B, AMBAC Insured,
                 ETM, 6.75%, 12/01/14 ..........................................................         216,308
     100,000    Evans-Brant Central School District, Series 1991, MBIA Insured, 6.85%, 06/15/08.         114,930
                Greece Central School District No.1, Series 1992, FGIC Insured,
     950,000     6.00%, 06/15/16 ...............................................................         998,089
     950,000     6.00%, 06/15/17 ...............................................................         993,501
     950,000     6.00%, 06/15/18 ...............................................................         994,612
   1,340,000    Hempstead Town IDA, Civic Facilities Revenue, Hofstra University Project,
                 MBIA Insured, 5.80%, 07/01/15..................................................       1,373,875
     280,000    Lockport GO, Series B, MBIA Insured, 6.15%, 03/15/19............................         291,530
     155,000    Mahopac Central School District, AMBAC Insured, 6.80%, 06/15/08 ................         178,058
     210,000    Middle Country Central School District, New York Centereach, AMBAC Insured,
                 6.90%, 12/15/06 ...............................................................         242,376
                Monroe County GO, Public Improvement, AMBAC Insured,
$    985,000     6.15%, 06/01/18 ...............................................................     $ 1,032,182
   1,730,000     6.15%, 06/01/19 ...............................................................       1,812,867
   2,000,000    Monroe County IDA Revenue, Civic Facilities, Nazareth College, MBIA Insured,
                 6.00%, 06/01/20 ...............................................................       2,060,700
   1,055,000    Mount Sinai Union Free School District, Refunding, AMBAC Insured, 6.20%, 02/15/13      1,148,536
   1,150,000    Nassau County IDA, Civic Facilities Revenue, Hofstra University Project, AMBAC
                 Insured, 6.75%, 08/01/11 ......................................................       1,254,535
                New Rochelle GO, Series C, MBIA Insured,
     195,000     6.25%, 03/15/21................................................................         205,134
     390,000     6.25%, 03/15/22................................................................         410,268
     530,000     6.25%, 03/15/23................................................................         557,544
     555,000     6.25%, 03/15/24................................................................         583,843
     100,000    New York City Educational Construction Fund Revenue, Series A, MBIA Insured,
                 Pre-Refunded, 7.125%, 04/01/13.................................................         108,816
                New York City Municipal Water Finance Authority, Water and Sewer System Revenue,
   1,000,000     Series A, FGIC Insured, 6.75%, 06/15/16........................................       1,079,400
  20,300,000     Series C, AMBAC Insured, 6.20%, 06/15/21.......................................      21,342,811
   3,830,000     Series C, AMBAC Insured, Pre-Refunded, 6.50%, 06/15/21 ........................       3,938,887
                New York City Trust, Cultural Resource Revenue,
   3,000,000     New York Botanical Garden, MBIA Insured, 5.75%, 07/01/16.......................       3,037,650
     250,000     Refunding, Museum of Modern Art, Series A, AMBAC Insured, Pre-Refunded,
                 6.625%, 01/01/11 ..............................................................         276,903
   2,805,000     Refunding, Museum of Modern Art, Series A, AMBAC Insured, Pre-Refunded,
                 6.625%, 01/01/19 ..............................................................       3,106,846
                New York State Dormitory Authority Revenues,
     140,000     Associated Children's, Inc., MBIA Insured, 7.60%, 07/01/18 ....................         148,603
   2,460,000     Brooklyn Law School, CGIC Insured, 6.40%, 07/01/11.............................       2,637,292
     275,000     City University System, Series C, FGIC Insured, Pre-Refunded, 7.00%, 07/01/14 .         304,013
     600,000     Colgate University, Series A, MBIA Insured, Pre-Refunded, 6.70%, 07/01/11 .....         665,490
   2,445,000     Comsewogue Public Library, MBIA Insured, 6.05%, 07/01/24.......................       2,531,333
     750,000     Founding Charitable Corp., MBIA Insured, 6.50%, 07/01/12 ......................         771,653
   1,000,000     Hamilton College, MBIA Insured, 6.50%, 07/01/21 ...............................       1,073,950
   1,000,000     Hartwick College, MBIA Insured, 6.25%, 07/01/12 ...............................       1,056,800
   2,780,000     Judicial Lease Facilities, Series B, Suffolk County, MBIA Insured, 7.00%, 04/15/16    3,055,554
   1,890,000     Leake and Watts Services, Inc., MBIA Insured, 6.00%, 07/01/23 .................       1,952,049
   1,500,000     Maimonides Medical Center, Series A, MBIA Insured, 5.75%, 08/01/24.............       1,506,015
   1,000,000     New York Public Library, Series A, MBIA Insured, 5.875%, 07/01/22..............       1,012,350
   1,000,000     New York University, FGIC Insured, 6.25%, 07/01/09 ............................       1,061,120
   1,195,000     Oceanside Library, AMBAC Insured, 6.00%, 07/01/25..............................       1,226,787
   1,500,000     Refunding, Ithaca College, MBIA Insured, 6.25%, 07/01/21 ......................       1,564,800
                New York State Dormitory Authority Revenues, (cont.)
$  1,000,000     Refunding, Marist College, MBIA Insured, 6.00%, 07/01/22.......................     $ 1,024,170
   2,500,000     Refunding, Sinai School of Medicine, MBIA Insured, 6.75%, 07/01/15 ............       2,710,750
   1,000,000     Refunding, Wildwood Programs, Inc., MBIA Insured, 5.875%, 07/01/15.............       1,019,650
   1,000,000     St. John's University, AMBAC Insured, 6.875%, 07/01/11 ........................       1,092,640
   5,000,000     St. John's University, MBIA Insured, 5.70%, 07/01/26...........................       5,008,250
   5,000,000     St. Vincent's Hospital and Medical Center, AMBAC Insured, 6.00%, 08/01/28......       5,149,600
   1,220,000     University of Rochester, MBIA Insured, 6.50%, 07/01/09 ........................       1,253,550
   2,355,000     University of Rochester, Strong Health Facilities, MBIA Insured, 5.90%, 07/01/17      2,404,667
                New York State Energy Research and Development Authority, Electric Facilities
                 Revenue, Consolidated Edison Co. of New York, Inc. Project,
   5,000,000     Refunding, Series A, AMBAC Insured, 6.10%, 08/15/20............................       5,176,550
   4,000,000     Refunding, Series B, MBIA Insured, 5.25%, 08/15/20 ............................       3,777,640
   4,950,000     Series A, MBIA Insured, 6.75%, 01/15/27 .......................................       5,297,144
     210,000     Series C, MBIA Insured, 7.25%, 11/01/24........................................         221,332
                New York State Energy Research and Development Authority, Gas Facilities Revenue,
                 Brooklyn Union Gas, MBIA Insured,
   3,050,000     Series II, 7.00%, 12/01/20 ....................................................       3,111,000
   2,240,000     Series A, 6.75%, 02/01/24 .....................................................       2,439,965
                New York State Energy Research and Development Authority, PCR,
   4,000,000     Electric and Gas Project, Series A, MBIA Insured, 6.15%, 07/01/26 .............       4,115,120
   1,500,000     Refunding, Niagara Mohawk Power Corp., Series A, FGIC Insured,
                  6.625%, 10/01/13 ..............................................................       1,629,225
   5,000,000     Refunding, Niagara Mohawk Power Corp., Series A, FGIC Insured,
                  7.20%, 07/01/29 ...............................................................       5,705,050
   1,150,000     Refunding, Rochester Gas and Electric Project, Series A, MBIA Insured,
                  6.35%, 05/15/32 ...............................................................       1,206,270
   1,000,000     Refunding, Rochester Gas and Electric Project, Series B, MBIA Insured,
                  6.50%, 05/15/32 ...............................................................       1,068,430
   2,000,000    bNew York State Environmental Facilities Corp., Special Obligation Revenue,
                 Refunding, Riverbank State Park, AMBAC Insured, 5.50%, 04/01/16................       1,978,760
                New York State Environmental Facilities Corp., Water Facilities Revenue, Refunding,
                 Spring Valley Water Co., Inc. Project, AMBAC Insured,
   2,000,000     Series A, 6.30%, 08/01/24 .....................................................       2,090,460
   3,000,000     Series B, 6.15%, 08/01/24......................................................       3,102,810
                New York State Medical Care Facilities, Finance Agency Revenue,
   6,735,000     Long-Term Health Care, Series A, CGIC Insured, 6.80%, 11/01/14 ................       7,256,963
   5,355,000     Long-Term Health Care, Series B, CGIC Insured, 6.45%, 11/01/14 ................       5,677,425
   4,245,000     Long-Term Health Care, Series C, CGIC Insured, 6.40%, 11/01/14 ................       4,487,941
   1,000,000     Our Lady of Victory Hospital, Series A, AMBAC Insured, 6.625%, 11/01/16 .......       1,082,710
   5,000,000     Presbyterian Hospital, Series A, MBIA Insured, 5.375%, 02/15/25................       4,766,600
                New York State Medical Care Facilities, Finance Agency Revenue, (cont.)
$  1,000,000    Refunding, Hospital and Nursing Home Mortgage, Series C, MBIA Insured,
                 6.25%, 08/15/12 ...............................................................     $ 1,049,840
   1,495,000    Refunding, St. Mary's Hospital Project, Series A, AMBAC Insured,
                 6.20%, 11/01/14 ...............................................................       1,584,356
     700,000     Sisters of Charity Hospital, Series A, AMBAC Insured, 6.60%, 11/01/10 .........         763,133
   1,500,000     Sisters of Charity Hospital, Series A, AMBAC Insured, 6.625%, 11/01/18 ........       1,624,065
                New York State Power Authority Revenue and General Purpose,
   2,000,000     Refunding, Series Z, FGIC Insured, 6.50%, 01/01/19 ............................       2,159,440
   3,000,000     Series AA, MBIA Insured, 6.25%, 01/01/23 ......................................       3,143,160
   3,255,000     Series Y, AMBAC Insured, 6.50%, 01/01/11 ......................................       3,469,505
                New York State Tollway Authority, General Revenue, FGIC Insured,
   2,295,000     Series A, 5.75%, 01/01/19......................................................       2,321,255
  13,975,000     Series C, 6.00%, 01/01/25......................................................      14,473,628
                Niagara County GO, Public Improvement, MBIA Insured,
     500,000     6.00%, 07/15/18................................................................         519,085
     510,000     6.00%, 07/15/19................................................................         529,467
     610,000     6.00%, 07/15/20................................................................         633,284
     645,000     6.00%, 07/15/21................................................................         669,620
   7,500,000    Niagara Falls Bridge Commission Toll Revenue, Refunding, Series B, FGIC Insured,
                 5.25%, 10/01/21 ...............................................................       7,140,450
                Niagara Falls Public Improvement, MBIA Insured,
   1,000,000     6.85%, 03/01/19 ...............................................................       1,125,350
     500,000     6.90%, 03/01/20 ...............................................................         562,550
     500,000     6.90%, 03/01/21 ...............................................................         562,550
   1,200,000    Niagara Falls Water Treatment Plant, MBIA Insured, 7.00%, 11/01/12 .............       1,315,848
                Niagara Frontier Transportation Authority, Airport Revenue, Greater Buffalo
                International Airport, AMBAC Insured,
   1,000,000     Series A, 6.25%, 04/01/24 .....................................................       1,044,070
   1,440,000     Series C, 6.00%, 04/01/24......................................................       1,495,670
                North Hempstead GO, Refunding, FGIC Insured,
     210,000     Series A, 6.40%, 02/01/11 .....................................................         231,815
   1,065,000     Series B, 6.40%, 04/01/15 .....................................................       1,175,664
   1,060,000     Series B, 6.40%, 04/01/16 .....................................................       1,166,912
     500,000    North Hempstead Solid Waste Management Revenue, Refunding, Series B,
                 MBIA Insured, 5.00%, 02/01/12..................................................         469,225
     100,000    Onondaga Central School District, MBIA Insured, 6.80%, 06/15/10 ................         114,079
                Port Authority of New York and New Jersey,
   1,000,000     Consolidated 71st Series, AMBAC Insured, 6.50%, 01/15/26 ......................       1,064,880
   1,600,000     Consolidated 71st Series, MBIA Insured, 6.50%, 01/15/26 .......................       1,703,808
   4,230,000     Consolidated 76th Series, AMBAC Insured, 6.50%, 11/01/26 ......................       4,516,752
$  2,000,000    Puerto Rico Commonwealth Electric Power Authority Revenue, Water Resources,
                 Series R, CGIC Insured, 6.25%, 07/01/17........................................     $ 2,098,280
     810,000    Rensselear County GO, AMBAC Insured, 6.70%, 02/15/11............................         924,218
     330,000    Schodack Central School District, AMBAC Insured, 6.875%, 12/15/10 ..............         380,051
     100,000    Schuylerville Central School District, MBIA Insured, 6.875%, 06/15/07 ..........         115,368
     100,000    South Glens Falls Central School District, Series A, MBIA Insured, 6.85%, 06/15/10       114,555
                Suffolk County GO, Public Improvement, FGIC Insured,
     500,000     Refunding, Series B, 6.20%, 05/01/11 ..........................................         527,270
     500,000     Refunding, Series B, 6.20%, 05/01/13 ..........................................         524,180
     365,000     Series 1989, Pre-Refunded, 6.50%, 07/15/13 ....................................         378,100
   1,000,000    Suffolk County Water Authority, Waterworks Revenue, Refunding, AMBAC Insured,
                 Pre-Refunded, 7.10%, 06/01/10..................................................       1,084,860
                Sullivan County GO, Public Improvement, MBIA Insured,
     520,000     5.20%, 03/15/15 ...............................................................         502,741
     510,000     5.20%, 03/15/16 ...............................................................         489,620
     500,000     5.20%, 03/15/17 ...............................................................         479,450
                Triborough Bridge and Tunnel Authority Revenue,
   1,435,000     General Purpose, Series P, FGIC Insured, 5.50%, 01/01/19.......................       1,413,403
   1,500,000     Series Q, AMBAC Insured, 6.00%, 01/01/13 ......................................       1,523,250
     740,000     Series S, Secured by U.S. Government Securities, Pre-Refunded, 7.00%, 01/01/21.         817,536
   1,900,000     Series T, AMBAC Insured, Pre-Refunded, 6.00%, 01/01/22 ........................       2,006,456
   1,100,000     Series T, MBIA Insured, Pre-Refunded, 7.00%, 01/01/20..........................       1,219,866
   4,475,000     Series X, AMBAC Insured, 6.50%, 01/01/19 ......................................       4,834,834
   2,750,000     Series X, MBIA Insured, 6.50%, 01/01/19 .......................................       2,971,127
     750,000    Utica IDA, Civic Facility Revenue, Munson-Williams Facility, Series A, MBIA Insured,
                 5.50%, 07/15/16................................................................         731,587
                                                                                                     -----------
                      Total Long Term Investments (Cost $249,000,115) ..........................     261,560,461
                                                                                                     -----------
               aShort Term Investments  0.4%
                New York City GO, Daily VRDN and Put,
     100,000     Series B, Sub-Series B-3, MBIA Insured, 5.00%, 08/15/04........................         100,000
     900,000     Sub-Series A-5, Subordinated Lien, 5.00%, 08/01/16.............................         900,000
     100,000     Sub-Series A-8, Subordinated Lien, 5.00%, 08/01/17.............................         100,000
                                                                                                     -----------
                   Total Short Term Investments (Cost $1,100,000)...............................       1,100,000
                                                                                                     -----------
                         Total Investments (Cost $250,100,115)  99.0% ..........................     262,660,461
                         Other Assets and Liabilities, Net  1.0% ...............................       2,544,570
                                                                                                     -----------
                Net Assets  100.0%..............................................................    $265,205,031
                                                                                                     ===========



                At December 31, 1996, the net unrealized appreciation based on
                 the cost of investments for income tax purposes of $250,100,115
                 was as follows:
                Aggregate gross unrealized appreciation for all investments in which there was
                 an excess of value over tax cost...............................................     $13,155,579
                Aggregate gross unrealized depreciation for all investments in which there was
                 an excess of tax cost over value...............................................        (595,233)
                                                                                                     ----------- 
                Net unrealized appreciation.....................................................     $12,560,346
                                                                                                     ===========


PORTFOLIO ABBREVIATIONS:
AMBAC    - American Municipal Bond Assurance Corp.
CGIC     - Capital Guaranty Insurance Co.
COP      - Certificate of Participation
ETM      - Escrow to Maturity
FGIC     - Financial Guaranty Insurance Corp.
FSA      - Financial Security Assistance
GO       - General Obligation
HDC      - Housing Development Corp.
IDA      - Industrial Development Authority/Agency
MBIA     - Municipal Bond Investors Assurance Corp.
PCR      - Pollution Control Revenue






aVariable rate demand notes (VRDNs) are tax-exempt  obligations  which contain a
floating or variable interest rate adjustment formula and an unconditional right
of demand to receive payment of the principal balance plus accrued interest upon
short notice prior to specified dates. The interest rate may change on specified
dates in relationship  with changes in a designated rate (such as prime interest
rate or U.S. Treasury bills rate).

bSee Note 1(g) regarding securities purchased on a when-issued basis.


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



<TABLE>
<CAPTION>
FRANKLIN NEW YORK TAX-FREE TRUST

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

    Face                                                                                                Value
   Amount      Franklin New York Intermediate-Term Tax-Free Income Fund                               (Note 1)
- --------------------------------------------------------------------------------------------------------------------
<S>            <C>                                                                                     <C>
               Investments  97.2%
$   100,000    Cortland County IDA Revenue, Civic Facility Revenue, Cortland Memorial Hospital, Inc.
                Project, 6.15%, 07/01/02 ........................................................      $ 102,187
     65,000    Franklin County IDA, Lease Revenue, Correctional Facility Project, 6.375%, 11/01/02        68,321
    260,000    Guam Airport Authority Revenue, Refunding, Series A, 6.00%, 10/01/03 .............        269,724
  1,300,000    Guam Power Authority Revenue, Series A, 6.00%, 10/01/04...........................      1,346,163
               New York City GO,
  5,200,000     Refunding, Series A, 6.375%, 08/01/05............................................      5,468,008
  1,000,000     Refunding, Series B, 6.20%, 08/15/06 ............................................      1,042,530
  3,500,000     Series H, 7.00%, 02/01/06 .......................................................      3,749,935
               New York City IDA, Civic Facility Revenue,
    360,000     New York Blood Center, Inc. Project, ETM, 6.80%, 05/01/02........................        375,066
  1,875,000     USTA National Tennis Center Project, FSA Insured, 6.00%, 11/15/03................      2,024,344
  1,675,000     USTA National Tennis Center Project, FSA Insured, 6.10%, 11/15/04................      1,824,025
  4,010,000    New York State COP, Commissioner of General Services Department, 6.50%, 03/01/00..      4,208,134
               New York State Dormitory Authority Revenues,
    690,000     Department of Health, 6.25%, 07/01/04 ...........................................        731,372
    735,000     Department of Health, 6.30%, 07/01/05 ...........................................        781,092
    100,000     Refunding, City University, Series U, 6.25%, 07/01/02 ...........................        105,686
  1,720,000     Refunding, City University, Series U, 6.35%, 07/01/04 ...........................      1,835,859
  2,000,000     Refunding, Nyack Hospital, 6.00%, 07/01/06.......................................      2,036,140
    500,000     W.K. Nursing Home Corp., FHA Insured, 5.55%, 02/01/08............................        514,140
    300,000     W.K. Nursing Home Corp., FHA Insured, 5.55%, 08/01/08............................        308,766
  3,045,000    New York State HFA Revenue, Refunding, Health Facilities, Series A, 6.00%, 11/01/08     3,082,119
               New York State Medical Care Facilities, Finance Agency Revenue,
  1,500,000     Hospital and Nursing Home, FHA Insured, 5.70%, 02/15/05 .........................      1,588,665
    475,000     Refunding, Huntington Hospital Mortgage Project, Series A, 5.90%, 11/01/04 ......        489,635
  1,900,000    New York State Tollway Authority, General Revenue, Series A, 5.80%, 01/01/06 .....      1,982,992
  1,500,000    New York State Urban Development Corp. Revenue, Youth Facilities, 5.875%, 04/01/10      1,509,585
               Northern Mariana Islands Commonwealth Ports Authority, Seaport Revenue, Series A,
    410,000     5.85%, 10/01/03 .................................................................        411,312
    430,000     5.95%, 10/01/04 .................................................................        431,535
    460,000     6.05%, 10/01/05 .................................................................        461,803
    485,000     6.15%, 10/01/06 .................................................................        487,056
    125,000    Oneida-Herkimer Solid Waste Management, Solid Waste Authority Systems Revenue,
                Refunding, 6.65%, 04/01/05 ......................................................        131,698
  1,500,000    Puerto Rico Commonwealth Electric Power Authority Revenue, Water Resources,
                Series T, 6.00%, 07/01/04........................................................      1,593,660
  1,000,000    Puerto Rico Commonwealth GO, 6.00%, 07/01/05 .....................................      1,064,900
  2,000,000    Puerto Rico Industrial, Tourist, Educational, Medical and Environmental Control
                Facilities Financing Authority, Hospital Revenue, Mennonite General Hospital Project,
                Series A, 6.375%, 07/01/06.......................................................      2,052,160
               Puerto Rico Municipal Finance Agency, Series A,
$   300,000     5.875%, 07/01/06.................................................................      $ 310,917
    300,000     FSA Insured, 5.60%, 07/01/05.....................................................        315,924
               Suffolk County IDA, Civic Facilities Revenue, Dowling College Facilities,
    100,000     6.10%, 06/01/03..................................................................        101,632
    180,000     6.20%, 06/01/04..................................................................        182,757
    225,000     Refunding, 6.40%, 12/01/05.......................................................        229,721
    350,000    United Nations Development Corp. Revenue, Refunding, Series A, 5.70%, 07/01/02....        365,032
                                                                                                     -----------
                              Total Investments (Cost $41,482,086)  97.2%........................     43,584,595
                              Others Assets and Liabilities, Net  2.8% ..........................      1,237,436
                                                                                                     -----------
                              Net Assets  100.0%.................................................    $44,822,031
                                                                                                     ===========



               At December 31, 1996, the net unrealized appreciation based on
                the cost of investments for income tax purposes of $41,482,086 was as follows:
               Aggregate gross unrealized appreciation for all investments in which there was
                an excess of value over tax cost.................................................    $ 2,102,509
               Aggregate gross unrealized depreciation for all investments in which there was
                an excess of tax cost over value.................................................             --

                                                                                                     -----------
               Net unrealized appreciation.......................................................    $ 2,102,509
                                                                                                     ===========



PORTFOLIO ABBREVIATIONS:

COP  - Certificate of Participation
ETM  - Escrow to Maturity
FHA  - Federal Housing Authority/Agency
FSA  - Financial Security Assistance
GO   - General Obligation
HFA  - Housing Finance Authority/Agency
IDA  - Industrial Development Authority/Agency
USTA - United States Tennis Association



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



<TABLE>
<CAPTION>
FRANKLIN NEW YORK TAX-FREE TRUST

Financial Statements

Statements of Assets and Liabilities
December 31, 1996 

                                                          Franklin New York  Franklin New York   Franklin New York
                                                             Tax-Exempt     Insured Tax-Free    Intermediate-Term
                                                             Money Fund        Income Fund    Tax-Free Income Fund
                                                             ----------        ----------         ------------
Assets:
 Investments in securities:
<S>                                                           <C>              <C>                  <C>        
At identified cost.....................................       $58,896,121      $250,100,115         $41,482,086
                                                             ==========        ==========         ============
At value...............................................        58,896,121       262,660,461          43,584,595
Cash...................................................             4,192            72,813             355,736
Receivables:
 Interest..............................................           355,460         4,847,470             964,126
 Capital shares sold...................................            95,659           149,343              14,658
                                                             ----------        ----------         ------------
Total assets...........................................        59,351,432       267,730,087          44,919,115
                                                             ----------        ----------         ------------
Liabilities:
 Payables:
Investment securities purchased:
 When-issued basis (Note 1)............................                --         1,971,602                  --
Distributions to shareholders..........................             5,031           306,292              73,040
Capital shares repurchased.............................           140,328            55,237                  --
Distribution fees......................................                --            39,054               7,456
Shareholder servicing costs............................             5,948             5,020               1,073
Management fees........................................            15,261           120,241               5,067
 Accrued expenses and other liabilities................             7,284            27,610              10,448
                                                             ----------        ----------         ------------
Total liabilities......................................           173,852         2,525,056              97,084
                                                             ----------        ----------         ------------
Net assets, at value ..................................       $59,177,580      $265,205,031         $44,822,031
                                                             ==========        ==========         ============
Net assets consist of:
 Undistributed net investment income...................               $--         $ 221,551           $ 180,254
 Net unrealized appreciation on investments............                --        12,560,346           2,102,509
 Net realized loss.....................................                --        (2,946,167)         (3,059,236)
 Class I capital shares................................        59,177,580       251,296,948          45,598,504
 Class II capital shares...............................                --         4,072,353                  --
                                                             ----------        ----------         ------------
Net assets, at value ..................................       $59,177,580      $265,205,031         $44,822,031
                                                             ==========        ==========         ============
Class I Shares:
 Net assets, at value .................................       $59,177,580      $261,068,339         $44,822,031
                                                             ==========        ==========         ============
 Shares outstanding....................................        59,177,580        23,121,564           4,360,363
                                                             ==========        ==========         ============
 Net asset value per share*............................          $1.00            $11.29              $10.28
                                                             ==========        ==========         ============
 Maximum offering price per share (100/100, 100/95.75,
  100/97.75 of net asset value per share, respectively)          $1.00            $11.79              $10.52
                                                             ==========        ==========         ============
Class II Shares:
 Net assets, at value .................................                         $ 4,136,692
                                                                              ==========
 Shares outstanding....................................                             363,893
                                                                              ==========
 Net asset value per share *...........................                         $11.37
                                                                              ==========
 Maximum offering price per share (100/99 of net asset
  value per share).....................................                         $11.48
                                                                              ==========



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



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



<TABLE>
<CAPTION>
FRANKLIN NEW YORK TAX-FREE TRUST

Financial Statements (cont.)

Statements of Operations
for the year ended December 31, 1996

                                                          Franklin New York  Franklin New York   Franklin New York
                                                             Tax-Exempt      Insured Tax-Free    Intermediate-Term
                                                             Money Fund         Income Fund    Tax-Free Income Fund
                                                             ----------         ----------         ------------
Investment income:
 <S>                                                           <C>              <C>                   <C>       
 Interest..............................................        $2,072,302       $15,263,715           $2,600,906
                                                             ----------         ----------         ------------
Expenses:
 Management fees (Note 5)..............................           387,116         1,414,871              278,912
 Distribution fees - Class I (Note 5)..................                --           208,584               42,762
 Distribution fees - Class II (Note 5).................                --            17,409                   --
 Shareholder servicing costs (Note 5)..................            72,533            60,215               12,833
 Reports to shareholders...............................            53,238            47,033                8,498
 Registration and filing fees..........................            10,007             9,702               11,500
 Professional fees.....................................             5,504            25,539                4,607
 Custodian fees........................................             1,178             6,757                  884
 Trustees' fees and expenses...........................             1,217             5,085                  874
 Other.................................................             2,886            27,494                8,128
 Management fees waived by manager (Note 5)............         (161,249)          (131,819)            (202,779)
                                                             ----------         ----------         ------------
Total expenses.........................................           372,430         1,690,870              166,219
                                                             ----------         ----------         ------------
Net investment income..................................         1,699,872        13,572,845            2,434,687
                                                             ----------         ----------         ------------
Realized and unrealized gain (loss) on investments:
 Net realized gain (loss)..............................                --           879,382             (261,595)
 Net unrealized depreciation...........................                --        (3,487,660)            (297,789)
                                                             ----------         ----------         ------------
Net realized and unrealized loss on investments........                --        (2,608,278)            (559,384)
                                                             ----------         ----------         ------------
Net increase in net assets resulting from operations ..        $1,699,872       $10,964,567           $1,875,303
                                                             ==========         ==========         ============



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



<TABLE>
<CAPTION>
FRANKLIN NEW YORK TAX-FREE TRUST

Financial Statements (cont.)

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

                                                                                            Franklin New York
                                   Franklin New York       Franklin New York Insured        Intermediate-Term
                                 Tax-Exempt Money Fund       Tax-Free Income Fund         Tax-Free Income Fund
                                   -----------------          -------------------           -----------------
                                  1996          1995          1996           1995          1996         1995
                                --------      --------      ---------      ---------     --------     --------
Increase (decrease) in net assets:
 Operations:
<S>                           <C>          <C>           <C>            <C>            <C>           <C>        
Net investment income.......  $ 1,699,872  $ 1,884,587   $ 13,572,845   $ 13,066,230   $ 2,434,687   $ 2,162,631
Net realized gain (loss) from
 security transactions......           --           --        879,382     (1,681,960)     (261,595)       13,479
Net unrealized appreciation
 (depreciation) on
 investments................           --           --     (3,487,660)    29,401,034      (297,789)    2,971,907
                                --------      --------      ---------      ---------     --------     --------
Net increase in net
 assets resulting
 from operations............    1,699,872    1,884,587     10,964,567     40,785,304     1,875,303     5,148,017
 Distributions to shareholders
 from undistributed net
 investment income:
 Class I (Note 7)...........   (1,699,872)  (1,884,587)   (13,462,392)   (13,009,932)   (2,429,089)   (2,115,155)
 Class II (Note 7)..........           --           --       (122,614)        (9,004)           --            --
 Increase (decrease) in net
 assets from capital share
 transactions (Note 2)......   (1,901,098)  (3,756,270)    10,958,482      4,039,676     2,146,745     5,030,289
                                --------      --------      ---------      ---------     --------     --------
Net increase (decrease)
 in net assets..............   (1,901,098)  (3,756,270)     8,338,043     31,806,044     1,592,959     8,063,151
Net assets:
 Beginning of year..........   61,078,678   64,834,948    256,866,988    225,060,944    43,229,072    35,165,921
                                --------      --------      ---------      ---------     --------     --------
 End of year................  $59,177,580  $61,078,678   $265,205,031   $256,866,988   $44,822,031   $43,229,072
                                ========      ========      =========      =========     ========     ========
Undistributed net investment income included in net assets:
Beginning of year...........          $--          $--      $ 233,712      $ 186,418     $ 174,656     $ 127,180
                                ========      ========      =========      =========     ========     ========
End of year.................          $--          $--      $ 221,551      $ 233,712     $ 180,254     $ 174,656
                                ========      ========      =========      =========     ========     ========



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



FRANKLIN NEW YORK TAX-FREE TRUST

Notes to Financial Statements


1. SIGNIFICANT ACCOUNTING POLICIES

Franklin  New  York  Tax-Free  Trust  (the  Trust)  is  an  open-end  management
investment company (mutual fund), registered under the Investment Company Act of
1940, as amended.  The Trust  consists of three separate  non-diversified  funds
(the  Funds):  the  Franklin  New York  Tax-Exempt  Money Fund (the Money Fund),
Franklin New York Insured  Tax-Free Income Fund (the Insured Fund), and Franklin
New York Intermediate-Term  Tax-Free Income Fund (the  Intermediate-Term  Fund).
Each of the Funds issues a separate series of the Trust's shares and maintains a
totally  separate  investment  portfolio.  Each fund seeks to  provide  tax-free
income. The Money Fund also seeks liquidity in its investments.

The Insured  Fund offers two  classes of shares,  Class I and Class II.  Class I
shares are sold with a higher front-end sales charge than Class II shares.  Each
class of shares may be subject to a contingent deferred sales charge and has the
same rights,  except with respect to the effect of the respective sales charges,
the distribution fees borne by each class,  voting rights on matters affecting a
single class and the exchange  privilege of each class. The offering of Class II
shares began May 1, 1995, at which time all previously outstanding shares became
Class I shares.

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

a. Security Valuations:

Tax-free bonds generally trade in the  over-the-counter  market rather than on a
national securities exchange. In the absence of a sale or reported bid and asked
prices, information with respect to bond and note transactions,  quotations from
bond  dealers,  market  transactions  in  comparable  securities,   and  various
relationships  between  securities  are  used  to  determine  the  value  of the
security.  The  Trust  may  utilize a  pricing  service,  bank or  broker/dealer
experienced  in such  matters to perform  any of the  pricing  functions,  under
procedures  approved by the Board of Trustees (the Board).  Securities for which
market  quotations  are not available are valued in accordance  with  procedures
established by the Board.

The  securities  in  the  Money  Fund  are  valued  at  amortized  cost,   which
approximates  value.  The Money  Fund must  maintain a dollar  weighted  average
maturity  of 90 days or less  and only  purchase  instruments  having  remaining
maturities of 397 days or less. If the Fund's portfolio has a remaining weighted
average  maturity of greater than 90 days, the portfolio will be stated at value
based on recorded  closing  sales on a national  securities  exchange or, in the
absence of a recorded  sale,  within the range of the most recent quoted bid and
asked prices. The Board has established procedures designed to stabilize, to the
extent  reasonably  possible,  the Fund's  price per share as  computed  for the
purpose of sales and redemptions at $1.00.

b. Municipal Bonds or Notes with "Puts":

The Funds have purchased  municipal  bonds or notes with the right to resell the
bonds or notes to the  seller at an agreed  upon  price or yield on a  specified
date or within a specified  period  (which will be prior to the maturity date of
the bonds or notes).  Such a right to resell is  commonly  known as a "put".  In
determining the weighted average to maturity of the Fund's portfolio,  municipal
bonds and notes as to which the Fund holds a put will be deemed to mature on the
last day on which the put may be exercisable.

c. Income Taxes:

The Funds  intend to  continue to qualify for the tax  treatment  applicable  to
regulated  investment  companies under the Internal Revenue Code and to make the
requisite  distributions to shareholders which will be sufficient to relieve the
Funds from income and excise taxes. Each Fund is treated as a separate entity in
the determination of compliance with the Internal Revenue Code.


1. SIGNIFICANT ACCOUNTING POLICIES (cont.)

d. Security Transactions:

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

e. Investment Income, Expenses and Distributions:

For  the  Insured  Fund  and  the  Intermediate-Term   Fund,   distributions  to
shareholders are recorded on the ex-dividend date. Interest income and estimated
expenses are accrued daily. Original issue discount and premium are amortized as
required by the  Internal  Revenue  Code.  For the Insured  Fund,  realized  and
unrealized gains or 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.  The Funds  normally  declare  dividends
from their net investment income daily and distribute monthly. Daily allocations
of net  investment  income will  commence on the day following the receipt of an
investor's  funds.  Dividends are normally  declared each day the New York Stock
Exchange is open for  business  and are equal to an amount per day set from time
to time by the Board, and are payable to shareholders of record at the beginning
of business on the ex-dividend  date. Once each month,  dividends are reinvested
in  additional  shares  of the  Funds,  or  paid in  cash  as  requested  by the
shareholders.

For the Money Fund,  net investment  income  includes  income,  calculated on an
accrual  basis,  and  estimated  expenses  which are  accrued  daily.  The total
available for  distributions  is computed  daily and includes the net investment
income,  plus or minus  any gains or losses  on  security  transactions  and any
changes in unrealized portfolio appreciation or depreciation.  Distributions are
normally declared for each day the New York Stock Exchange is open for business,
equal to the total  available  for  distributions  (as defined  above),  and are
payable to shareholders of record as of the close of business the preceding day.
Such  distributions are  automatically  reinvested daily in additional shares of
the Fund at net asset value.

f. Expense Allocation:

Common expenses incurred by the Trust are allocated among the Funds based on the
ratio of net  assets  of each  Fund to the  combined  net  assets.  In all other
respects,  expenses  are  charged  to  each  Fund  as  incurred  on  a  specific
identification basis.

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

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

h. Insurance:

Each  long-term  municipal  security  in the  Insured  Fund is insured as to the
scheduled  payments of interest and principal by either a mutual fund  Portfolio
Insurance  Policy, a Secondary  Market  Insurance  Policy, a New Issue Insurance
Policy  or  collateral  guaranteed  by an  agency  of the U.S.  government.  The
providers  of  secondary  market  and new issue  insurance  are  rated  "AAA" by
Standard & Poor's.

Premiums  for a mutual fund  Portfolio  Insurance  Policy or a Secondary  Market
Insurance Policy are paid from the Insured Fund's assets.  Premiums for a mutual
fund  Portfolio  Insurance  Policy  (effective  only so  long as the  Fund is in
existence,  Financial  Guaranty  (the  insurer)  remains  in  business  and  the
municipal  security  insured under the policy  continues to be held by the Fund)
will reduce the current income of the portfolio by the amount thereof.  Premiums
paid by the Fund for a Secondary Market  Insurance Policy  (effective so long as
the security so insured is outstanding and the insurer remains in


1. SIGNIFICANT ACCOUNTING POLICIES (cont.)

h. Insurance: (cont.)

business) are added to the cost basis of the municipal  security insured and are
not considered an expense of the Fund. Premiums for a New Issue Insurance Policy
(effective  so long as the  security so insured is  outstanding  and the insurer
remains in business)  are paid in advance by the insured  security  issuer or by
another third party prior to acquisition of the security by the Fund and are not
considered an expense of the Fund.

i. 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. TRUST SHARES

At December  31, 1996,  there was an unlimited  number of no par value shares of
beneficial  interest  authorized.  Transactions in each of the Funds' shares for
the years ended December 31, 1996 and 1995 were as follows:

                                           Money Fund           Insured Fund            Intermediate-Term Fund
                                            ---------        ------------------           ------------------
                                             Amount         Shares        Amount        Shares         Amount
                                            ---------       -------      ---------      -------       ---------
Class I Shares:
1996
 <S>                                       <C>            <C>           <C>            <C>           <C>        
 Shares sold...........................    $52,382,787    3,298,042     $36,886,603    1,539,727     $15,773,201
 Shares issued in reinvestment
 of distributions......................      1,700,710      692,279       7,733,995      138,865       1,415,872
 Shares redeemed.......................    (55,984,595)  (3,323,568)    (37,060,385)  (1,473,947)    (15,042,328)
                                            ---------       -------      ---------      -------       ---------
      Net increase (decrease)..........    $(1,901,098)     666,753     $ 7,560,213      204,645     $ 2,146,745
                                            =========       =======      =========      =======       =========
1995
 Shares sold...........................    $51,047,828    2,666,848     $29,243,579    1,174,610     $11,892,800
 Shares issued in reinvestment
  of distributions.....................      1,884,485      660,709       7,245,577      126,128       1,274,728
 Shares redeemed.......................    (56,688,583)  (3,028,976)    (33,123,564)    (806,339)     (8,137,239)
                                            ---------       -------      ---------      -------       ---------
      Net increase (decrease)..........   $ (3,756,270)     298,581     $ 3,365,592      494,399     $ 5,030,289
                                            =========       =======      =========      =======       =========
</TABLE>



<TABLE>
<CAPTION>
2. TRUST SHARES (cont.)

                                                                Insured Fund
                                                             ------------------
                                                            Shares        Amount
                                                            -------      ---------
Class II Shares:
1996
 <S>                                                        <C>          <C>       
 Shares sold..........................................      366,427      $4,098,519
 Shares issued in reinvestment
 of distributions ....................................        8,021          90,093
 Shares redeemed......................................      (71,226)       (790,343)
                                                            -------      ---------
      Net increase....................................      303,222      $3,398,269
                                                            =======      =========
1995*
 Shares sold..........................................       60,638       $ 673,641
 Shares issued in reinvestment
 of distributions.....................................          394           4,433
 Shares redeemed......................................         (361)         (3,990)
                                                            -------      ---------
      Net increase....................................       60,671       $ 674,084
                                                            =======      =========


*For the period May 1, 1995 to December 31, 1995.
</TABLE>



<TABLE>
<CAPTION>
3. DISTRIBUTIONS AND CAPITAL LOSS CARRYOVERS

At December 31, 1996, for tax purposes, the Funds had capital loss carryovers as
follows:

                                                                                      Intermediate-
                                                                        Insured Fund    Term Fund
                                                                          --------       -------
Capital loss carryovers expiring in:

               <S>                                                        <C>            <C>      
               2001..................................................    $  --           $  94,629
               2002..................................................     1,264,207      2,703,012
               2003..................................................     1,681,960             --
               2004..................................................            --        261,595
                                                                          --------        -------
                                                                         $2,946,167     $3,059,236
                                                                          ========        =======
</TABLE>



For tax purposes,  the aggregate cost of securities and unrealized  appreciation
of the Funds are the same as for  financial  reporting  purposes at December 31,
1996.


<TABLE>
<CAPTION>
4. PURCHASES AND SALES OF SECURITIES

Aggregate  purchases and sales of securities  (excluding  purchases and sales of
short-term securities) for the year ended December 31, 1996 were as follows:

                                                                                      Intermediate-
                                                       Money Fund     Insured Fund      Term Fund
                                                         -------        --------        --------
               <S>                                          <C>       <C>              <C>
               Purchases............................        --        $50,094,027      $14,468,343
               Sales................................        --        $38,442,727      $10,656,074
</TABLE>



5. TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

a. Management Agreement:

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


      Annualized Fee Rate    Net Assets
      -------------          ----------------------------------
            0.625%           First $100 million
            0.50%            Over $100 million, up to and including $250 million
            0.45%            In excess of $250 million


Advisers  agreed in advance to waive a portion  of its  management  fees for the
Funds, aggregating $495,847 for the year ended December 31, 1996.

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

b. Shareholder Services Agreement:

Under the terms of a  shareholder  services  agreement  with  Franklin/Templeton
Investor  Services,  Inc.  (Investor  Services),  the  Funds  pay costs on a per
shareholder account basis. Shareholder servicing costs incurred by the Funds for
the year ended December 31, 1996 aggregated $145,581, of which $139,900 was paid
to Investor Services.

c. Distribution Plans and Underwriting Agreement:

Under the terms of  distribution  plans pursuant to Rule 12b-1 of the Investment
Company Act of 1940 (the Plans), the Insured Fund reimburses  Franklin/Templeton
Distributors,  Inc.  (Distributors)  in an amount  up to a maximum  of 0.10% per
annum for Class I and  0.65%  per annum for Class II, of the  average  daily net
assets of such  class of the Fund,  and the  Intermediate-Term  Fund  reimburses
Distributors  up to a maximum of 0.10% per annum of the Fund's average daily net
assets,  for costs  incurred in the  promotion,  offering  and  marketing of the
Funds'  shares.  The Plans do not permit nor require  payments  of excess  costs
after  termination.  Fees  incurred  by the Funds  under  the  Plans  aggregated
$268,755 for the year ended December 31, 1996.

In its  capacity  as  underwriter  for the  shares of the  Insured  Fund and the
Intermediate-Term Fund, Distributors receives commissions on sales of the Funds'
shares of beneficial interest.  Commissions are deducted from the gross proceeds
received from the sale of the shares of the Funds,  and as such are not expenses
the Funds. Distributors may also make payments, out of its own resources, to the
dealers  for  certain  sales  of the  Funds'  shares.  Commissions  received  by
Distributors,  the amounts paid to other dealers, and any applicable  contingent
deferred sales charges for the year ended December 31, 1996 were as follows:

                                                                   Intermediate-
                                                     Insured Fund    Term Fund
                                                       --------       -------
     Total commissions received....................     $875,662      $160,045
     Paid to other dealers.........................     $925,213      $155,451
     Contingent deferred sales charge..............      $ 1,590            --


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

d. Other Affiliates and Related Party Transaction:

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


6. CREDIT RISK

All of the Funds'  investments  are in the securities of issuers in the state of
New York and U.S.  territories and possessions.  Such  concentration may subject
the Funds more significantly to economic changes occurring within that state and
U.S. territories and possessions.


<TABLE>
<CAPTION>
7. FINANCIAL HIGHLIGHTS

Selected  data for a share of beneficial  interest  outstanding  throughout  the
period by Fund are as follows:


                  Per Share Operating Performance                                     Ratios/Supplemental Data
           --------------------------------------------                           --------------------------------
                                   Net                  Distri-                                 Ratio of    Ratio of Net
                                Realized &              butions    Net                          Expenses      Invest-
              Net               Unrealized    Total      From     Asset               Net      to Average      ment
             Asset       Net      Gain        From       Net      Value              Assets       Net         Income
 Year       Value at   Invest-   (Loss)      Invest-    Invest-   at End             at End      Assets     to Average   Portfolio
 Ended     Beginning    ment       on         ment       ment       of      Total   of Period     (See          Net      Turnover
Dec. 31,   of Period   Income   Securities  Operations  Income    Period   Return+  (in 000's)  Note 5)++     Assets       Rate
- ------------------------------------------------------------------------------------------------------------------------------------
Money Fund
<C>        <C>         <C>       <C>        <C>         <C>       <C>       <C>     <C>           <C>         <C>          <C> 
1992       $ 1.00      $.021     $  --      $ .021      $(.021)   $ 1.00    2.10%   $ 54,122      .65%        2.12%        --%
1993         1.00       .017        --        .017       (.017)     1.00    1.67      50,317      .63         1.68         --
1994         1.00       .021        --        .021       (.021)     1.00    2.11      64,835      .60         2.12         --
1995         1.00       .031        --        .031       (.031)     1.00    3.11      61,079      .60         3.06         --
1996         1.00       .028        --        .028       (.028)     1.00    2.79      59,178      .60         2.75         --

Insured Fund
Class I Shares:
1992        10.46       .620      .369        .989       (.649)    10.80    9.49     149,054      .33         5.80       3.39
1993        10.80       .600      .880       1.480       (.600)    11.68   13.79     263,647      .50         5.28       5.38
1994        11.68       .590    (1.525)      (.935)      (.585)    10.16   (8.19)    225,061      .56         5.48      25.66
1995        10.16       .590     1.248       1.838       (.588)    11.41   18.46     256,171      .65         5.38      22.99
1996        11.41       .590     (.121)       .469       (.589)    11.29    4.30     261,068      .65         5.25      15.09

Class II Shares:
19952,3     10.85       .357      .596        .953       (.343)    11.46    8.92         696     1.23*        4.74*     22.99
19963       11.46       .5274    (.101)       .426       (.516)    11.37    3.87       4,137     1.22         4.69      15.09

Intermediate-Term Fund
19921       10.00       .090      .135        .225       (.015)    10.21    2.25       3,459       --         4.41*     20.80
1993        10.21       .480      .536       1.016       (.546)    10.68   10.18      31,162       --         4.96      30.95
1994        10.68       .550    (1.104)      (.554)      (.526)     9.60   (5.42)     35,166      .05         5.57     188.38
1995         9.60       .550      .795       1.345       (.545)    10.40   14.31      43,229      .33         5.51      24.68
1996        10.40       .560     (.124)       .436       (.556)    10.28    4.38      44,822      .37         5.47      24.67
</TABLE>



7. FINANCIAL HIGHLIGHTS (cont.)

*Annualized

1For the period September 21, 1992 (effective date) to December 31, 1992.

2For the period May 1, 1995 (effective date) to December 31, 1995.

3Ratio has been calculated using daily average net assets during the period.

4Ratio has been  calculated  using daily average  outstanding  shares during the
period.

+Total return measures the change in value of an investment over the periods
indicated. It is not annualized. It does not include the maximum front-end sales
charge or the contingent deferred sales charge, and assumes reinvestment of
dividends and capital gains at net asset value. Prior to May 1, 1994, dividends
were reinvested at the maximum offering price, and capital gains, at net asset
value for the Insured Fund. Effective May 1, 1994, with the implementation of
the Rule 12b-1 distribution plan for Class I shares of the Insured Fund, the
sales charge on reinvested dividends was eliminated.

++During the periods indicated, Advisers agreed in advance to waive a portion of
its  management  fees and to make  payments  of other  expenses  incurred by the
Funds.  Had such  action not been  taken,  the ratio of  expenses to average net
assets would have been as follows:

                      Ratio of Expenses to
                       Average Net Assets
- --------------------------------------------------------------------------------
Money Fund:
  1992..............        .89%
  1993..............        .97
  1994..............        .93
  1995..............        .85
1996................        .86

                      Ratio of Expenses to
                       Average Net Assets
Insured Income Fund:
Class I:
  1992..............        .74%
  1993..............        .65
  1994..............        .71
  1995..............        .73
1996................        .70
Class II:
  19952,3...........       1.30*
19963...............       1.27


                      Ratio of Expenses to
                       Average Net Assets
Intermediate-Term
Income Fund:
19921...............       1.76%*
  1993..............        .73
  1994..............        .80
  1995..............        .83
1996................        .83



Each Fund hereby designates 100% of the  distributions  paid from net investment
income  for the  taxable  year  ended  December  31,  1996,  as  exempt-interest
dividends under Section 852(b)(5) of the Internal Revenue Code.
                                                            
FRANKLIN NEW YORK TAX-FREE TRUST

Report of Independent Auditors


To the Shareholders and Board of Trustees
of Franklin New York Tax-Free Trust:

We have audited the  accompanying  statements of assets and  liabilities  of the
three  funds  comprising  the  Franklin  New York  Tax-Free  Trust (the  Funds),
including each Fund's statement of investments in securities and net assets,  as
of December 31, 1996, and the related statements of operations for the year then
ended,  the statements of changes in net assets for each of the two years in the
period  then  ended,  and the  financial  highlights  for  each  of the  periods
presented.   These  financial   statements  and  financial  highlights  are  the
responsibility of the Trust's  management.  Our  responsibility is to express an
opinion on these  financial  statements  and financial  highlights  based on our
audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
December 31, 1996, by correspondence with the custodian.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial position of each
of the  three  funds  comprising  the  Franklin  New York  Tax-Free  Trust as of
December 31, 1996, the results of their  operations for the year then ended, the
changes in their net assets for each of the two years in the period  then ended,
and the financial  highlights  for the periods  presented,  in  conformity  with
generally accepted accounting principles.


COOPERS & LYBRAND L.L.P.


San Francisco, California
February 4, 1997



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








Franklin New York Tax-Free Trust Annual Report December 31, 1996.

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

GRAPHIC MATERIAL (1)

This chart  shows in bar  format the  comparison  between  the fund's  seven-day
annualized yield of 3.29%, the New York state taxable equivalent yield of 5.86%,
and the New York City taxable equivalent yield of 6.16%.


GRAPHIC MATERIAL (2)

This chart  shows in bar  format  the  comparison  between  the  fund's  Class I
distribution rate of 4.99%, the New York state taxable equivalent rate of 8.90%,
and the New York City taxable equivalent rate of 9.34%.


GRAPHIC MATERIAL (3)

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

<TABLE>
<CAPTION>
Period Ending               Fund     Index       Index
      <S>                   <C>      <C>         <C>
      5/1/91                9579     10,000      10,000
     5/31/91               9,588     10,089      10,030
     6/30/91               9,559     10,079      10,059
     7/31/91               9,722     10,202      10,074
     8/31/91               9,866     10,337      10,103
     9/30/91               9,976     10,471      10,148
    10/31/91              10,058     10,565      10,163
    11/30/91              10,043     10,595      10,193
    12/31/91              10,234     10,823      10,200
     1/31/92              10,307     10,847      10,215
     2/29/92              10,322     10,851      10,252
     3/31/92              10,347     10,855      10,304
     4/30/92              10,438     10,952      10,318
     5/31/92              10,590     11,081      10,333
     6/30/92              10,743     11,267      10,370
     7/31/92              11,149     11,605      10,392
     8/31/92              10,968     11,491      10,421
     9/30/92              10,981     11,566      10,450
    10/31/92              10,768     11,453      10,487
    11/30/92              11,058     11,658      10,501
    12/31/92              11,215     11,777      10,494
     1/31/93              11,362     11,913      10,545
     2/28/93              11,698     12,344      10,582
     3/31/93              11,700     12,214      10,619
     4/30/93              11,787     12,337      10,649
     5/31/93              11,828     12,406      10,664
     6/30/93              12,029     12,613      10,679
     7/31/93              12,060     12,630      10,679
     8/31/93              12,284     12,892      10,709
     9/30/93              12,531     13,039      10,731
    10/31/93              12,583     13,064      10,775
    11/30/93              12,496     12,949      10,783
    12/31/93              12,789     13,222      10,783
     1/31/94              12,920     13,373      10,812
     2/28/94              12,533     13,027      10,849
     3/31/94              11,912     12,496      10,886
     4/30/94              12,011     12,603      10,901
     5/31/94              12,155     12,712      10,909
     6/30/94              12,007     12,635      10,946
     7/31/94              12,254     12,866      10,975
     8/31/94              12,264     12,911      11,019
     9/30/94              12,036     12,721      11,049
    10/31/94              11,737     12,495      11,057
    11/30/94              11,382     12,269      11,071
    12/31/94              11,750     12,539      11,071
     1/31/95              12,189     12,897      11,115
     2/28/95              12,618     13,272      11,160
     3/31/95              12,769     13,425      11,197
     4/30/95              12,778     13,441      11,233
     5/31/95              13,178     13,870      11,256
     6/30/95              13,046     13,749      11,278
     7/31/95              13,105     13,880      11,278
     8/31/95              13,248     14,056      11,308
     9/30/95              13,318     14,145      11,330
    10/30/95              13,558     14,350      11,368
    11/30/95              13,775     14,588      11,360
    12/31/95              13,920     14,728      11,352
     1/31/96              14,017     14,840      11,419
     2/29/96              13,917     14,739      11,455
     3/31/96              13,744     14,550      11,515
     4/30/96              13,693     14,510      11,560
     5/31/96              13,704     14,504      11,582
     6/30/96              13,853     14,662      11,589
     7/31/96              13,952     14,795      11,611
     8/31/96              13,963     14,792      11,633
     9/30/96              14,176     15,000      11,670
    10/31/96              14,315     15,169      11,707
    11/30/96              14,582     15,447      11,730
    12/31/96              14,517     15,382      11,730
- --------------------------------------------------------

Totals                    45.17%     53.82%      17.30%
</TABLE>


GRAPHIC MATERIAL (4)

This chart  shows in bar  format  the  comparison  between  the fund's  Class II
distribution rate of 4.52%, the New York state taxable equivalent rate of 8.06%,
and the New York City taxable equivalent rate of 8.46%.


GRAPHIC MATERIAL (5)


The following line graph  hypothetically  compares the performance of the fund's
Class II shares with the Lehman Brothers Municipal Bond Index and the CPI, based
on a $10,000 investment from 5/1/95 to 12/31/96.

<TABLE>
<CAPTION>
Period Ending              Fund        Index       Index
          <S>               <C>        <C>         <C>
          5/1/95            $9,900     10,000      10,000
         5/31/95           $10,212     10,319      10,020
         6/30/95           $10,114     10,229      10,040
         7/31/95           $10,162     10,326      10,040
         8/31/95           $10,277     10,458      10,066
         9/30/95           $10,326     10,523      10,086
        10/30/95           $10,505     10,676      10,120
        11/30/95           $10,676     10,853      10,112
        12/31/95           $10,773     10,957      10,105
         1/31/96           $10,851     11,041      10,165
         2/29/96           $10,770     10,966      10,198
         3/31/96           $10,631     10,825      10,251
         4/30/96           $10,587     10,795      10,291
         5/31/96           $10,590     10,791      10,310
         6/30/96           $10,699     10,908      10,316
         7/31/96           $10,777     11,008      10,336
         8/31/96           $10,778     11,005      10,356
         9/30/96           $10,944     11,159      10,389
        10/31/96           $11,035     11,286      10,422
        11/30/96           $11,234     11,492      10,442
        12/31/96           $11,189     11,444      10,442
- ----------------------------------------------------------

Total                      11.89%     14.44%       4.42%
</TABLE>


GRAPHIC MATERIAL (6)

This chart shows in pie format the quality breakdown of the fund's securities on
December 31, 1996, based on total long-term investments.

<TABLE>
<CAPTION>
Quality Breakdown on December 31, 1996
<S>                                 <C>
AAA                                 15.1%
A                                    8.5%
BBB                                 76.4%
</TABLE>


GRAPHIC MATERIAL (7)

This chart shows in bar format the  comparison  between the fund's  distribution
rate of 5.25%, the New York state taxable  equivalent rate of 9.36%, and the New
York City taxable equivalent rate of 9.83%.



GRAPHIC MATERIAL (8)

The following line graph  hypothetically  compares the performance of the fund's
shares with the Lehman  Brothers  Municipal  Bond Index and the CPI,  based on a
$10,000 investment from 9/23/92 to 12/31/96.

<TABLE>
<CAPTION>
Period Ending                 Fund   Index       Index
         <S>                  <C>    <C>         <C>
         9/23/92              9775   10,000      10,000
         10/1/92             9,785   10,019      10,007
        10/31/92             9,765    9,917      10,042
        11/30/92             9,892   10,099      10,056
        12/31/92             9,980   10,216      10,049
         1/31/93            10,055   10,388      10,098
         2/28/93            10,316   10,769      10,133
         3/31/93            10,312   10,611      10,169
         4/30/93            10,378   10,712      10,197
         5/31/93            10,413   10,750      10,211
         6/30/93            10,489   10,962      10,226
         7/31/93            10,506   10,989      10,226
         8/31/93            10,683   11,216      10,254
         9/30/93            10,800   11,354      10,276
        10/31/93            10,845   11,373      10,318
        11/30/93            10,695   11,279      10,325
        12/31/93            10,997   11,520      10,325
         1/31/94            11,136   11,661      10,353
         2/28/94            10,901   11,342      10,388
         3/31/94            10,458   10,908      10,424
         4/30/94            10,556   11,028      10,438
         5/31/94            10,665   11,117      10,445
         6/30/94            10,648   11,069      10,481
         7/31/94            10,821   11,255      10,509
         8/31/94            10,857   11,299      10,551
         9/30/94            10,659   11,146      10,580
        10/31/94            10,427   10,983      10,587
        11/30/94            10,228   10,776      10,601
        12/31/94            10,415   10,970      10,601
         1/31/95            10,593   11,254      10,643
         2/28/95            10,881   11,572      10,686
         3/31/95            10,951   11,729      10,721
         4/30/95            10,968   11,743      10,757
         5/31/95            11,285   12,115      10,778
         6/30/95            11,214   12,040      10,800
         7/31/95            11,343   12,217      10,800
         8/31/95            11,507   12,383      10,828
         9/30/95            11,547   12,462      10,849
        10/30/95                     12,606      10,885

        11/30/95            11,844   12,774      10,878
          Dec-95            11,908   12,852      10,870
          Jan-96            11,984   12,982      10,934
          Feb-96            11,899   12,929      10,969
          Mar-96            11,802   12,769      11,026
          Apr-96            11,797   12,724      11,069
          May-96            11,769   12,688      11,090
          Jun-96            11,882   12,809      11,097
          Jul-96            11,995   12,932      11,118
          Aug-96            11,978   12,932      11,139
          Sep-96            12,139   13,065      11,175
          Oct-96            12,254   13,230      11,210
          Nov-96            12,453   13,497      11,232
          Dec-96            12,424   13,436      11,232
- --------------------------------------------------------

                            24.24%   34.36%      12.32%
</TABLE>






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