FRANKLIN TAX ADVANTAGED INTERNATIONAL BOND FUND
N-30D, 1995-08-28
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MESSAGE FROM THE
MANAGING GENERAL PARTNER  
  

Fellow Shareholders:

It's a pleasure to bring you the semi-annual report of the Franklin Partners
Funds(R) for the period ended June 30, 1995.

Calendar year 1994 was one of the worst for fixed-income securities in over 20
years. The 20-year U.S. Treasury bond recorded its poorest performance since
1967.1 Following this disappointing year, 1995 to date has been a welcome
change. Stock and bond markets enjoyed strong performance through the first six
months of the year. In February, the Dow Jones Industrial Average(R) broke the
4,000 mark for the first time, and finished the period above 4,500. The bond
market, as measured by the Lehman Brothers Aggregate Bond Index, rose 7.69% to
$104.02 from $96.57 on December 31, 1994.

As you know, markets experience both ups and downs, which is a normal part of
investing. That's why we've always encouraged our shareholders to focus on their
long-term investment goals. History has shown that, over the long term, stocks
and bonds have delivered impressive results.2 By concentrating on long-term
investment goals, you need not be unduly concerned with short-term market
fluctuations.

Furthermore, many financial experts agree that a technique known as "dollar cost
averaging" may be one of the best ways to take advantage of market downturns and
rallies. With dollar cost averaging, you invest a fixed dollar amount at regular
intervals, regardless of the market's direction. Using this method, you
automatically purchase more shares when prices are low, and fewer shares when
prices are high, which can significantly reduce your average cost per share. Of
course, no investment technique can assure a profit or protect against loss. But
dollar cost averaging can provide you with a simple investment strategy that can
minimize the effects of market volatility and help you make the most of your
investment dollars.3 For more information on dollar cost averaging, please see
your investment representative. Or, call Franklin Templeton Fund Information,
toll free, at 1-800/DIAL BEN.

You can also help minimize the effects of market  fluctuations  by  diversifying
your investments.  Mutual funds offer a level of  diversification  that would be
almost impossible for individual investors to achieve on their own.

In subsequent sections of this report, specific discussions on each fund are
enclosed. As always, we welcome your questions, appreciate your trust and
support, and look forward to serving you in the years to come.

Sincerely,






Rupert H. Johnson, Jr.
Executive Vice President and
Managing General Partner






2. Past performance cannot guarantee future results.
3. When using this strategy, you should consider your financial ability to
continue purchases through periods of low price levels or changing economic
conditions.

  
  
Table of Contents
                                                       Page
Message from the Managing
General Partner                                          1

Fund Reports

Franklin Tax-Advantaged
International Bond Fund                                  3

Franklin Tax-Advantaged U.S.
Government Securities Fund                               6

Franklin Tax-Advantaged
High Yield Securities Fund                               8

Statement of Investments                                11

Financial Statements                                    21

Notes to Financial Statements                           24  

  

1. Source: Ibbotson Associates. Based on one-year total
returns of long-term government bonds from January 1926
to December 1994.
  
                                                                         
FRANKLIN TAX-ADVANTAGED INTERNATIONAL BOND FUND  
  
Fund Objective
Seeks to provide current income through investments in debt securities of
non-U.S. issuers and foreign currency denominated debt securities of U.S.
issuers. 

For most of the six-month period under review, long-term interest rates
declined in the United States and in foreign industrialized nations.
This decline followed moves by the central banks of Germany and Japan aimed at
lowering each country's interest rates and a shift in the Federal Reserve
Board's monetary policy to a more neutral stance.

In February 1995, Federal Reserve Chairman Alan Greenspan pointed to the slowing
growth rate of the U.S. Gross Domestic Product (GDP) as a reason to keep
monetary policy steady for the time being. GDP reports for the first quarter of
1995 confirmed the Fed's view that the economy had responded to the tightening
moves made over the last year. Growth in the first quarter of 1995 slowed to an
annualized rate of 2.7%, down from 5.1% in the fourth quarter of 1994.* However,
this recent data raised concerns that growth might be slowing too quickly,
prompting the Fed to lower the federal funds rate one-quarter of one percentage
point on July 6, 1995.

The downward growth trend in the U.S. is mirrored in the performance of other
nations. For example, the strong Deutschemark is exerting pressure on the German
economy while alleviating pressure on wholesale prices. The Bundesbank also
eased monetary policy, amid expectations that the rate of growth will slow next
year. The situation is similar in Japan, where earlier estimates of growth,
around 2.5% for 1995, were revised downward to 1.8%.**


GRAPHIC MATERIAL 1 OMMITTED - SEE APPENDIX AT END OF DOCUMENT


Although the rate of growth is slowing globally, the world economy is still
expanding. The question, then, is this: how is continued expansion affecting
consumer prices? The answer seems to be that pressure on price levels is only
moderate; for the most part, inflation has been subdued. For this reason, signs
of slower economic growth in the U.S. in the last two months of the reporting
period resulted in surging prices in global bond markets.

Rising bond prices benefited the Franklin Tax- Advantaged International Bond
Fund. For the six month period ending June 30, 1995, your fund reported a
cumulative total return of +10.65%. At the end of the fund's previous fiscal
year, following a period of market volatility, it had reported a cumulative
total return of only +2.06% on December 31, 1994. Total return measures the
change in value of an investment over the periods indicated, assuming the
reinvestment of dividends, and does not include the fund's maximum sales charge.

One of the fund's Australian positions, worth approximately 4% of the fund's
portfolio, matured. With the proceeds from this holding, we were able to gain
exposure to the Japanese market. We purchased a yen-dominated Eurobond issued by
the International Bank of Reconstruction and Development, bringing our total
holdings in Japan to 2.1% of total net assets from zero on December 31, 1994.

With global interest rates on a downward trend, world economic growth occurring
at a moderate pace, and inflation remaining subdued, we believe that future
prospects for the fund are positive. Of course, we will maintain a conservative
investment policy as we seek to provide non-U.S. investors with high current
income while minimizing risk.

Please remember,  however,  that  international  investing is subject to certain
risks, including currency  fluctuations,  as discussed in the fund's prospectus.
Also, as always,  we will purchase only those bonds issued or backed by the full
faith and credit of foreign governments.

Performance Summary

The fund's share price, as measured by net asset value, increased to $11.42 on
June 30, 1995, from $10.78 on December 31, 1994. Over the reporting period,
shareholders received income distributions totaling 48.8 cents ($0.488) per
share. Based on the fund's maximum offering price of $11.93 on June 30, 1995,
and an annualization of its distributions for the 30 days ended on that date,
the fund's distribution rate was 7.87%. Dividends will vary depending on income
earned by the fund, and past performance is not predictive of future results.

The Franklin Tax-Advantaged International Bond Fund reported a total return of
+10.65% for the six-month period, and a total return of +14.87% for the one-year
period, ended June 30, 1995. Of course, we have always maintained a long-term
perspective when managing the fund, and we encourage shareholders to view their
investments in a similar manner. As you can see from the table to the right, the
fund has delivered a total return of over 60% since its inception on June 9,
1990.

As always, it is important to remember that there are special risks involved
with foreign investing. Fund share prices and returns will fluctuate with market
conditions, currencies and the economic and political climates where investments
are made; however, such fluctuation can provide long-term investors with
opportunities to purchase securities at prices which may be depressed due to
investor pessimism surrounding political and economic uncertainty.

Franklin Tax-Advantaged International Bond Fund
Periods ended June 30, 1995
                                                     Since
                                                   Inception
                           One-Year    Five-Year    (6/9/90)

Cumulative
Total Return1                14.87%      58.09%      60.60%
Average Annual
Total Return2                 9.97%       8.65%       8.87%
Distribution Rate3                  7.87%
30-Day Standardized Yield4          7.81%

1. Cumulative total return shows the change in value of an investment over the
specified periods and does not reflect the current maximum 4.25% initial sales
charge. See note below. 

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

3. Distribution rate is based on an annualization of the distributions paid over
the 30 days ended June 30, 1995 and the maximum offering price of $11.93 on that
date.

4. Yield,  calculated as required by the SEC, is based on earnings of the fund's
portfolio during the 30 days ended June 30, 1995. Note:

Prior to July 1, 1994, fund shares were offered at a lower initial sales charge,
with dividends  reinvested at the offering price. Thus, actual total returns for
purchasers  of shares  during that period would have been  different  than noted
above.  Effective  July 1,  1994,  the  fund  eliminated  the  sales  charge  on
reinvested  dividends and implemented a plan of  distribution  under Rule 12b-1,
which will affect  future  performance.  All total  return  calculations  assume
reinvestment  of dividends at net asset value.  Investment  return and principal
value will fluctuate,  so that your shares, when redeemed,  may be worth more or
less than their  original  cost.  Past  performance  is not predictive of future
results.

The fund's  manager  has agreed in advance to waive a portion of its  management
fees, which reduces operating  expenses and increases  distribution  rate, yield
and  total  return  to  shareholders.   Without  these  reductions,  the  fund's
distribution  rate and total  return  would have been  lower,  and yield for the
period would have been 7.07%.  The fee waiver may be  discontinued  at any time,
upon notice to the fund's managing general partners.

*Source: U.S. Commerce Department 

**Source:IMF World Economic Outlook, October 1994 and May 1995     
             
   Franklin Tax-Advantaged
   International Bond Fund
   Change in Geographic Distribution
   As a percentage of Total Net Assets

   Country                       12/31/94             6/30/95

   Australia                        16.2%               12.1%

   Canada                           11.7%               12.5%

   Denmark                          11.0%               12.6%

   France                            7.2%                8.1%

   Germany                           2.5%                2.8%

   Italy                             8.2%                7.9%

   Japan                             0.0%                2.1%

   New Zealand                      10.3%               11.0%

   Spain                             5.7%                6.1%

   Sweden                            7.5%                7.5%

   United Kingdom                   12.3%               12.3%

   United States                     7.3%              5.0%  

  

For a complete list of portfolio holdings, please see page 11 of this report.  
   The fund's shares are not guaranteed by any government and will fluctuate
with market conditions.     
                                                                         
                                                                         
   
  
                                                                         
                                                                         
FRANKLIN TAX-ADVANTAGED U.S. GOVERNMENT SECURITIES FUND  
  
Fund Objective
Seeks to provide current income through investment in U.S. government
obligations, primarily Government National Mortgage Association securities.

Based on the U.S.  economy's  performance  in the first half of 1995, it appears
that the Federal  Reserve Board  successfully  engineered its much  sought-after
"soft  landing"--  higher  interest  rates  helped  slow  the  economy  and curb
inflation  without  sending the economy  back into  recession.  According to the
first quarter U.S.  Gross  Domestic  Product  (GDP) report,  growth slowed to an
annualized  rate of 2.7%, from 5.1% in the fourth quarter of 1994.* As a result,
the Federal  Reserve began easing monetary  policy.  In fact, as this report was
being  written,  the Fed lowered the federal funds rate (the rate at which banks
charge each other for overnight loans) to 5.75% on July 6, 1995, from 6.00%.

The economic  environment of moderate growth and falling interest rates, coupled
with  signs  of low  inflation,  is very  positive  for  financial  assets,  and
securities markets have responded accordingly.  Specifically, over the six-month
reporting  period,  U.S.  Treasury bond prices rose,  pushing yields down. As of
June 30, 1995, the yield on 30-year U.S.  Treasuries dropped to 6.63% from 7.89%
on December 30, 1994.**

Amid falling interest rates, mortgage rates also declined, which should
stimulate the housing sector, and could lead to increased economic activity
later in the year. Should this occur, subsequent Federal Reserve action would
likely lead to a decline in interest rate volatility, which would be beneficial
to callable securities, such as U.S. agency mortgage passthroughs
(mortgage-backed certificates in which income is passed directly to the
investor).

Government  National  Mortgage  Association  (GNMA) securities remain the fund's
primary income-generating investment. The fund may also invest in other mortgage
passthroughs,  such as Federal National Mortgage  Association  (FNMA) securities
and Federal Home Loan Mortgage  Corporation  (FHLMC)  securities.  The fund will
continue its policy of avoiding derivative securities.  Further, the fund is not
managed as an aggressive trading vehicle but as an income fund, which we feel is
an appropriate way of investing in U.S. agency mortgage passthroughs.

As we approach the elections in 1996, the political environment will influence
financial markets. Also, several congressional legislators are considering
reducing the role of the Federal Housing Administration (FHA). Potentially, that
could reduce the future supply of GNMA securities, and such scarcity would thus
enhance their value relative to other securities.

Performance Summary

The  Franklin  Tax-Advantaged  U. S.  Govern- ment  Securities  Fund  reported a
six-month total return of +12.02% and a one-year total return of +13.16% for the
period ended June 30,  1995.  Of course,  we have always  maintained a long-term
perspective when managing the fund, and we encourage  shareholders to view their
investments in a similar manner. As you can see from the table to the right, the
fund has delivered a cumulative total return of over 106% since its inception on
May 4, 1987.

The fund's share price, as measured by net asset value,  increased from $9.76 on
December 31, 1994, to $10.56 on June 30, 1995. During the sixth-month  period,
shareholders received distributions of 35.7 cents ($0.357) per share in dividend
income.  Based on the fund's maximum  offering price of $11.03 on June 30, 1995,
and an  annualization of its  distributions  for the 30 days ended on that date,
the fund's  distribution  rate was 6.51%.  Of course,  past  performance  is not
indicative of future results, and dividends will vary depending on income earned
by the fund.

Franklin Tax-Advantaged
U.S. Government Securities Fund
Periods ended June 30, 1995
                                                     Since
                                                   Inception
                           One-Year    Five-Year    (5/4/87)

Cumulative
Total Return1               13.16%      52.41%      106.53%
Average Annual
Total Return2                 8.40%      7.84%        8.72%
Distribution Rate3                  6.51%
30-Day Standardized Yield4          6.43%

1. Cumulative total return shows the change in value of an investment over the
specified periods and does not reflect the current maximum 4.25% initial sales
charge. See note below. 

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

3. Distribution rate is based on an annualization of the distributions paid over
the 30 days ended June 30,  1995,  and the maximum  offering  price of $11.03 on
that date.

4. Yield,  calculated as required by the SEC, is based on earnings of the fund's
portfolio during the 30 days ended June 30, 1995.

Note:  Prior to July 1, 1994,  fund shares were offered at a lower initial sales
charge,  with dividends  reinvested at the offering  price.  Thus,  actual total
returns for  purchasers of shares  during that period would have been  different
than noted above.  Effective July 1, 1994, the fund  eliminated the sales charge
on reinvested dividends and implemented a plan of distribution under Rule 12b-1,
which will affect  future  performance.  All total  return  calculations  assume
reinvestment  of dividends at net asset value.  Investment  return and principal
value will fluctuate,  so that your shares, when redeemed,  may be worth more or
less than their  original  cost.  Past  performance  is not predictive of future
results.

*Source: U.S. Commerce Department 
**Source:Micropal     
                                                                         
FRANKLIN TAX-ADVANTAGED HIGH YIELD SECURITIES FUND  
  
Fund Objective

Seeks  to  provide  high  current  income  from a  portfolio  of high  yielding,
lower-rated corporate bonds issued by U.S. and non-U.S. corporations.

During the six months under review, the economy demonstrated signs of low
inflation and slow growth. Since the start of the reporting period, interest
rates have declined; in fact, the yield on the 30-year U.S. Treasury bond
decreased to 6.63% on June 30, 1995, down from 7.89% on December 31, 1994.* On
July 6, 1995, in response to slowing growth, the Federal Reserve Board moved to
ease monetary policy by lowering short-term interest rates to 5.75% from 6.00%.

Lower interest rates, as well as strong corporate earnings, were positive
factors for the high yield market. Despite a relatively heavy volume of new
issues within this sector, demand remained brisk, causing prices of high yield
securities to rise.

Thanks to both the positive performance of the high yield market and a carefully
engineered re-direction of the fund's portfolio, we are pleased to announce that
the fund outperformed many of its competitors.  In fact, the fund's total return
of +16.22%  earned it a #1 ranking out of 106 high yield funds for the  one-year
period ended June 30, 1995, as measured by Lipper Analytical  Services,  Inc., a
nationally  recognized mutual fund research  organization.**  The average return
for funds in this category was +8.71%.

The steps we took to achieve this ranking  included  careful issue selection and
strategic changes in industry weightings.  We purchased additional securities in
defensive  industries  that is,  industries  which tend to perform  well  during
periods of economic  uncertainty.  For  example,  we increased  the  portfolio's
weighting in the health care  services  industry to 12.3% of total net assets on
June 30, 1995,  from 9.0% at the  beginning  of the  reporting  period.  We also
reduced  our   exposure   to  more   cyclical   industries,   such  as  wireless
communications.  Our weighting in that industry was 3.1% of the fund's portfolio
at the end of the  reporting  period,  down  from  5.8% on  December  31,  1994.
Finally, the fund increased its exposure to the gaming industry, to 9.3% on June
30,  1995,  from 8.0% on  December  31,  1994.  We felt the  gaming  sector  was
undervalued,  and we were  pleased to see it  outperform  the overall high yield
market.

The  overall  credit  quality  of  the  fund's  portfolio  also  improved.  This
improvement occurred as a result of both stronger ratings of securities held and
purchases of higher rated securities. For example, as rated by Moody's Investors
Service,  the amount of B1-rated securities increased to 20.1% by June 30, 1995,
from  16.1% at the  beginning  of the  year.  Second,  the  amount  of  B2-rated
securities  decreased  to  24.8% of the fund on June  30,  1995,  from  32.3% on
December 31, 1994.

If recent economic trends continue, then moderate growth with subdued inflation
could continue in the months ahead. Such a trend would prove positive for
financial markets overall, and for the high yield market in particular. With
these market conditions, the portfolio's improved credit quality, and a heavy
weighting in defensive industries, we feel the fund is well-positioned for the
future.

Performance Summary

The Franklin Tax-Advantaged High Yield Securities Fund reported a six-month
total return of +14.13% and a one-year total return of +16.22% for period ended
June 30, 1995. Of course, we have always maintained a long-term perspective when
managing the fund, and we encourage shareholders to view their investments in a
similar manner. As you can see from the table to the right, the fund has
delivered a cumulative total return of over 120% since its inception on May 4,
1987.

The fund's share price, as measured by net asset value, increased to $8.69 on
June 30, 1995, from $7.99 on December 31, 1994. During the sixth-month period,
shareholders received distributions totaling 40.7 cents ($0.407) per share in
dividend income. Based on the fund's maximum offering price of $9.08 on June 30,
1995, and an annualization of its distributions for the 30 days ended on that
date, the fund's distribution rate was 8.66%. Of course, past performance is not
indicative of future results, and dividends will vary depending on income earned
by the fund.

As always, it is important to remember that there are special risks involved
with foreign investing. Fund share prices and returns will fluctuate with market
conditions, currencies and the economic and political climates where investments
are made; however, such fluctuations can provide long-term investors with
opportunities to purchase securities at prices which may be depressed due to
investor pessimism surrounding political and economic uncertainty.



Franklin Tax-Advantaged
High Yield Securities Fund
Periods ended June 30, 1995
                                                     Since
                                                   Inception
                           One-Year    Five-Year    (5/4/87)

Cumulative
Total Return1                16.22%      98.34%     120.53%
Average Annual
Total Return2                11.22%      13.69%       9.59%
Distribution Rate3                  8.66%
30-Day Standardized Yield4          8.74%

1. Cumulative total return shows the change in value of an investment over the
specified periods and does not reflect the current maximum 4.25% initial sales
charge. See note below. 

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

3. Distribution rate is based on an annualization of the distributions paid over
the 30 days ended June 30, 1995, and the maximum offering price of $9.08 on that
date.

4. Yield,  calculated as required by the SEC, is based on earnings of the fund's
portfolio during the 30 days ended June 30, 1995.

Note:  Prior to July 1, 1994,  fund shares were offered at a lower initial sales
charge,  with dividends  reinvested at the offering  price.  Thus,  actual total
returns for  purchasers of shares  during that period would have been  different
than noted above.  Effective July 1, 1994, the fund  eliminated the sales charge
on reinvested dividends and implemented a plan of distribution under Rule 12b-1,
which will affect  future  performance.  All total  return  calculations  assume
reinvestment  of dividends at net asset value.  Investment  return and principal
value will fluctuate,  so that your shares, when redeemed,  may be worth more or
less than their  original  cost.  Past  performance  is not predictive of future
results.  Past expense  reductions  by the fund's  manager  increased the fund's
total returns.

*Source: Micropal
**Source: Lipper Analytical Services, Inc. The fund was ranked #7 out of 60
funds for the five-year period, ended June 30, 1995, as measured by Lipper
Analytical Services, Inc. Lipper rankings do not include sales charges; past
expense reductions by the fund's manager increased the fund's total return.
Rankings may have been different if these factors had been considered. Past
performance is not predictive of future results.     
                                                                         
   Franklin Tax-Advantaged
   High Yield Securities Fund
   Top Ten Holdings on June 30, 1995
   As a percentage of total net assets


   Company                                       % of total
   Industry                                      net assets

   Columbia/HCA Healthcare                             3.30%
   Health Care services

   Pathmark Stores, Inc.                               2.98%
   Food Retailing

   Abbey Healthcare Group, Inc.                        2.56%
   Healthcare Services

   IMC Fertilizer Group, Inc.                          2.39%
   Chemicals

   Fort Howard Corp.                                   2.37%
   Forest & Paper Products

   Aztar Corp.                                         2.24%
   Gaming & Leisure

   Specialty Foods Corp.                               2.21%
   Food Retailing

   Truck Components, Inc.                              2.19%
   Automotive

   Dr. Pepper Bottling Holdings, S.F.                  2.09%
   Food & Beverages

   New World Group, Inc., S.F.                         2.06%
   Media & Broadcasting  

For a complete list of portfolio holdings, please see
page 16 of this report.  
  
   Franklin Partners Fund

FRANKLIN PARTNERS FUNDS

Statement of Investments in Securities and Net Assets, June 30, 1995 (unaudited)

<TABLE>
<CAPTION>


                 Face                                                                                   Value
 Country*       Amount          Franklin Tax-Advantaged International Bond Fund                       (Note 1)
                                Foreign Notes, Bills, Bonds & Government Securities  94.2%.......                
    <S>          <C>            <C>                                                                   <C>       
                                Australia  12.1%

    AU             820,000      EIB Global Bond, 10.25%, 10/01/01 ...............................     $  633,085
    AU           1,000,000      Eurofima, 9.875%, 01/17/07 ......................................        744,069
    AU             425,000      Queensland Treasury Corp., notes, 12.00%, 07/15/99 ..............        338,403
    AU           1,660,000      Queensland Treasury Corp., notes, 8.00%, 05/14/03 ...............      1,099,784
                                                                                                    -------------
                                                                                                       2,815,341
                                                                                                    -------------
                                Canada  11.7%
    CA             400,000      Government of Canada, 8.50%, 04/01/02 ...........................        302,821
    CA             945,000      Government of Canada, 10.25%, 02/01/04 ..........................        787,953
    CA             420,000      Hydro-Quebec, Eurobonds, 11.25%, 10/10/00 .......................        347,312
    CA             150,000      Ontario-Hydro, Eurobonds, 9.00%, 06/24/02 .......................        114,435
    CA           1,500,000      Province of British Columbia, 9.00%, 01/09/02 ...................      1,152,557
                                                                                                    -------------
                                                                                                       2,705,078
                                                                                                    -------------
                                Denmark  12.6%
    DK           3,750,000      Government of Denmark, 9.00%, 11/15/00 ..........................        720,895
    DK           1,716,000      Nykredit, 9.00%, 10/01/12 .......................................        320,409
    DK           5,893,000      Nykredit, 6.00%, 10/01/26 .......................................        818,154
    DK           7,671,000      Real Kredit Denmark, 6.00%, 10/01/26 ............................      1,065,002
                                                                                                    -------------
                                                                                                       2,924,460
                                                                                                    -------------
                                France  8.1%
    FR           4,250,000      Credit National, 9.25%, 10/02/01 ................................        947,791
    FR           2,000,000      Electricite de France, 8.30%, 02/09/99 ..........................        427,271
    FR           4,250,000  c   French OAT, Bond, 0.00%, 10/25/15 ...............................        167,153
    FR             510,000  c   French OAT, Strip, 0.00%, 10/25/16 ..............................         18,303
    FR           1,500,000      Government of France, OAT, 8.50%, 12/26/12 ......................        324,226
                                                                                                    -------------
                                                                                                       1,884,744
                                                                                                    -------------
                                Germany  2.8%
    DD             850,000      West Japan Railway Co., 8.70%, 06/25/97 .........................        652,404
                                                                                                    -------------
                                Italy  7.9%
    IT       2,000,000,000      Certificati di Credito del Tesoro, 12.00%, 01/20/98 .............      1,227,807
    IT       1,000,000,000      Certificati di Credito del Tesoro, 12.25%, 01/01/00 .............        613,476
                                                                                                   -------------
                                                                                                       1,841,283
                                                                                                    -------------
                                Japan  2.1%
    JP          34,000,000      International Bank of Reconstruction and Development, 6.75%,
                                  03/15/20                                                               484,726
                                                                                                    -------------

                                New Zealand  11.0%
    NZ           2,275,000      New Zealand Government, 8.00%, 07/15/98 .........................    $ 1,524,515
    NZ           1,500,000      New Zealand Government, 8.00%, 04/15/04 .........................      1,033,825
                                                                                                    -------------
                                                                                                       2,558,340
                                                                                                    -------------
                                Spain  6.1%
    ES          73,000,000      Government of Spain, 11.60%, 01/15/97 ...........................        608,409
    ES         100,000,000      Government of Spain, 10.90%, 08/30/03 ...........................        798,349
                                                                                                    -------------
                                                                                                       1,406,758
                                                                                                    -------------
                                Sweden  7.5%
    SE           8,000,000      Government of Sweden, 6.00%, 02/09/05 ...........................        782,119
    SE           5,100,000      Staten Bostadiffinansier, 12.50%, 01/23/97 ......................        719,997
    SE           1,800,000      Staten Bostadiffinansier, 11.00%, 01/21/99 ......................        248,129
                                                                                                    -------------
                                                                                                       1,750,245
                                                                                                    -------------
                                United Kingdom  12.3%
    GB             300,000      Abbey National Treasury Service, 10.50%, 04/22/97 ...............        495,186
    GB             460,000      Export-Import Bank of Japan, 10.75%, 05/15/01 ...................        794,941
    GB             270,000      Government of Italy, Eurobonds, 10.50%, 04/28/14 ................        449,156
    GB             715,000      United Kingdom Treasury, Conversion, 7.00%, 08/06/97 ............      1,122,996
                                                                                                    -------------
                                                                                                       2,862,279
                                                                                                    -------------
                                      Total Foreign Notes, Bills, Bonds & Government Securities
                                       (Cost $22,003,680)                                             21,885,658
                                                                                                    -------------
                                Short Term Investments  2.2%
                                Canada  .8%
    CA             250,000      Ontario-Hydro, Eurobonds, 10.875%, 01/08/96 (Cost $216,240)......        185,805
                                                                                                    -------------
                                       Total Investments before Repurchase Agreements
                                       (Cost $22,219,920)                                             22,071,463
                                                                                                    -------------
                          d,e   Receivables from Repurchase Agreements  1.4%
    US             341,683      Joint Repurchase Agreement, 6.22%, 07/03/95 (Maturity Value $333,298)
                                 (Cost $333,125)
                                 Collateral: U.S. Treasury Bills, 10/19/95 - 06/27/96
                                   U.S. Treasury Notes, 3.875% - 8.625%, 09/30/95 - 02/15/00. ...        333,125
                                                                                                    -------------
                                          Total Investments (Cost $22,553,045)  96.4% ...........     22,404,588
                                                                                                    -------------
                                          Other Assets and Liabilities, Net  3.6% ...............        827,773
                                                                                                    -------------
                                          Net Assets  100.0% ....................................    $23,232,361
                                                                                                    =============

                                At June 30, 1995, the net unrealized depreciation based on the cost of
                                 investments for income tax purposes of $22,553,045 was as follows:
                                  Aggregate gross unrealized appreciation for all investments in which
                                 there was an excess of value over tax cost .....................     $  946,830
                                  Aggregate gross unrealized depreciation for all investments in which
                                  there was an excess of tax cost over value ....... ............     (1,095,287)
                                                                                                    -------------
                                  Net unrealized depreciation ...................................     $ (148,457)
                                                                                                    =============
</TABLE>


PORTFOLIO ABBREVIATION:
OAT   -  Obligations Assumable by the Treasurer

COUNTRY LEGEND: 
AU - Australia 
CA - Canada 
DD - Germany 
DK - Denmark 
ES - Spain
FR - France 
GB - United Kingdom 
IT - Italy 
JP - Japan 
NZ - New Zealand 
SE - Sweden
US - United States of America

*Securities traded in currency of country indicated.
cZero coupon bonds. Accretion rate may vary.
dFace amount for repurchase agreements is for the underlying collateral.
eSee Note 1(h) regarding Joint Repurchase Agreement.

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



FRANKLIN PARTNERS FUNDS

Statement of Investments in Securities and Net Assets, June 30, 1995 (unaudited)
<TABLE>
<CAPTION>


    Face                                                                                                Value
   Amount         Franklin Tax-Advantaged U.S. Government Securities Fund                             (Note 1)

                  Government National Mortgage Association (GNMA)  96.5%

 <S>              <C>                                                                                <C>        
 $ 9,772,443      GNMA I, SF, 6.00%, 10/15/23 - 11/15/23 .......................................     $ 9,146,401
  66,034,762      GNMA I, SF, 6.50%, 05/15/23 - 03/15/24 .......................................      63,475,914
   7,719,674      GNMA II, 6.50%, 09/20/23 .....................................................       7,362,639
  21,366,142      GNMA I, PL, 7.00%, 03/15/13 - 06/15/28 .......................................      20,558,245
  55,874,194  g   GNMA I, SF, 7.00%, 03/15/22 - 07/20/25 .......................................      55,018,646
  21,557,660      GNMA II, 7.00%, 11/20/16 - 11/20/23 ..........................................      21,092,833
  48,561,028      GNMA I, SF, 7.50%, 01/15/17 - 04/15/23 .......................................      48,849,381
  57,251,137      GNMA II, 7.50%, 09/20/16 - 09/20/23 ..........................................      57,269,054
   1,161,548      GNMA I, PL, 8.00%, 03/15/32 ..................................................       1,163,358
  73,965,528      GNMA I, SF, 8.00%, 11/15/15 - 05/15/24 .......................................      75,744,984
  11,646,625      GNMA II, 8.00%, 11/20/16 - 08/20/22 ..........................................      11,883,143
   7,168,622      GNMA I, PL, 8.25%, 07/15/31 ..................................................       7,233,548
  17,667,802      GNMA I, SF, 8.50%, 06/15/16 - 05/15/22 .......................................      18,357,869
   6,197,624      GNMA II, 8.50%, 11/20/21 - 03/20/22 ..........................................       6,400,955
   4,580,319      GNMA I, SF, 9.00%, 05/15/16 - 11/15/21 .......................................       4,815,037
   3,607,683      GNMA I, SF, 9.50%, 01/15/17 -10/15/21 ........................................       3,825,273
     173,969      GNMA, GPM , 9.75%, 08/15/16 ..................................................         185,250
   2,480,886      GNMA I, SF, 10.00%, 01/15/16 - 06/15/19 ......................................       2,702,616
     939,061      GNMA II, 10.00%, 10/20/16 - 11/20/20 .........................................       1,010,078
     271,439      GNMA, GPM , 10.25%, 02/15/16 - 09/15/20 ......................................         294,088
   1,096,790      GNMA I, SF, 10.50%, 02/15/16 - 07/15/19 ......................................       1,209,212
   1,955,555      GNMA II, 10.50%, 07/20/17 - 02/20/19 .........................................       2,124,222
     236,686      GNMA I, SF, 11.00%, 10/15/13 - 09/15/14 ......................................         263,018
   1,411,534      GNMA II, 11.00%, 07/20/17 - 05/20/19 .........................................       1,543,865
     151,679      GNMA I, SF, 11.50%, 08/15/16 - 12/15/17 ......................................         170,876
     502,100      GNMA II, 11.50%, 08/20/16 - 03/20/19 .........................................         555,606
     180,951      GNMA I, SF, 12.00%, 06/15/15 .................................................         205,944
                                                                                                    -------------
                        Total Government National Mortgage Association (Cost $427,976,053) .....     422,462,055
                                                                                                    -------------
            d,e   Receivables from Repurchase Agreements  3.7%
  16,852,731      Joint Repurchase Agreement, 6.20%, 07/03/95 (Maturity Value $16,467,926)
                  (Cost $16,459,394)
                  Collateral: U.S. Treasury Bills, 10/19/95 - 06/27/96
                              U.S. Treasury Notes, 3.875% - 8.625%, 09/30/95 - 02/15/00 . ......      16,459,394
                                                                                                    -------------
                            Total Investments (Cost $444,435,447)  100.2% ......................     438,921,449
                            Liabilities in Excess of Other Assets, Net  (.2 %) .................      (1,020,316)
                                                                                                    -------------
                            Net Assets  100.0% .................................................    $437,901,133
                                                                                                    =============


                 At June 30, 1995, the net unrealized depreciation based on the
                 cost of investments for income tax purposes of $444,476,693 was as follows:
                  Aggregate gross unrealized appreciation for all investments in which there was an
                  excess of value over tax cost ................................................     $ 3,520,983
                    Aggregate gross unrealized depreciation for all investments in which there was an
                    excess of tax cost over value...............................................      (9,076,227)
                                                                                                    -------------
                    Net unrealized depreciation ................................................   $  (5,555,244)
                                                                                                    =============

</TABLE>

PORTFOLIO ABBREVIATIONS:
GPM    - Graduated Payment Mortgage
PL     - Project Loan
SF     - Single Family

dFace amount for repurchase agreements is for the underlying collateral.
eSee Note 1(h) regarding Joint Repurchase Agreement.
gSee Note 1(e) regarding securities purchased on a when-issued or delayed 
delivery basis.

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



FRANKLIN PARTNERS FUNDS

Statement of Investments in Securities and Net Assets, June 30, 1995 (unaudited)
<TABLE>
<CAPTION>


    Face                                                                                                Value
   Amount       Franklin Tax-Advantaged High Yield Securities Fund                                    (Note 1)
                Bonds  92.5%

                Automotive  3.4%
 <S>            <C>                                                                                  <C> 
 $1,100,000     SPX Corp., senior sub. notes, 11.75%, 06/01/02 .................................     $ 1,160,500
  2,000,000     Truck Components, Inc., senior notes, 12.25%, 06/30/01 .........................       2,215,000
                                                                                                    -------------
                                                                                                       3,375,500
                                                                                                    -------------
                Building Products  .7%
    800,000     Nortek, Inc., senior sub. notes, 9.875%, 03/01/04 ..............................         724,000
                                                                                                    -------------
                Cable Television  7.5%
  1,500,000     Comcast Corp. , senior sub. deb., 9.50%, 01/15/08 ..............................       1,511,250
  1,900,000     Continental Cablevision, Inc., senior sub. deb., 9.00%, 09/01/08 ...............       1,930,875
  2,500,000c    Diamond Cable Communication Co., senior disc. notes, zero coupon to 09/30/99,
               (original accretion rate 13.25%), 13.25% thereafter, 09/30/04 . .................       1,656,250
  1,200,000f    Rogers Cablesystems, Inc., senior secured deb. (Canada), 9.65%, 01/15/14 .......         742,493
    200,000     Scott Cable Communications, Inc., S.F., sub. deb., 12.25%, 04/15/01 ............         151,000
  1,500,000     Time Warner, Inc., senior notes, 9.125%, 01/15/13 ..............................       1,545,000
                                                                                                    -------------
                                                                                                       7,536,868
                                                                                                    -------------
                Chemicals  5.1%
  1,250,000     Applied Extrusion Technology, senior notes, 11.50%, 04/01/02 ...................       1,318,750
  1,500,000     Harris Chemical North America, Inc., senior sub. notes, 10.75%, 10/15/03 .......       1,410,000
  2,225,000     IMC Fertilizer Group, Inc., senior notes, 10.75%, 06/15/03 .....................       2,414,125
                                                                                                    -------------
                                                                                                       5,142,875
                                                                                                    -------------
                Consumer Goods  1.9%
  1,000,000     Playtex Family Products Corp., senior sub. notes, 9.00%, 12/15/03 ..............         943,750
  1,000,000     Revlon Consumers Products Corp., senior sub. notes, 10.50%, 02/15/03 ...........         985,000
                                                                                                    -------------
                                                                                                       1,928,750
                                                                                                    -------------
                Financial  .8%
    750,000     American Reinsurance Corp., senior sub. notes, 10.875%, 09/15/04 ...............         830,757
                                                                                                    -------------
                Food & Beverages  11.3%
    950,000     Beatrice Foods, Inc., senior sub. notes, 12.00%, 12/01/01.......................         900,125
  1,500,000     Coca Cola Bottling Group Southwest, Inc., senior sub. notes, 9.00%, 11/15/03 ...       1,479,375
    300,000     Curtice-Burns Foods, Inc., senior sub. notes, 12.75%, 02/01/05  ................         320,250
  2,065,000c    Dr Pepper Bottling Holdings, S.F., senior disc. notes, zero coupon to 02/15/98,
                (original accretion rate 10.25%), 10.25% thereafter, 02/15/00 ..................       2,116,625
  1,129,000c    Dr Pepper/Seven-Up Cos., Inc., S.F., senior sub. disc. notes, zero coupon to 11/01/97,
                (original accretion rate 11.50%), 11.50% thereafter, 11/01/02 ..................       1,011,866
  1,800,000     PMI Acquisition Corp., senior sub. notes, 10.25%, 09/01/03  ....................       1,876,500
  2,250,000     Specialty Foods Corp., senior notes, 10.25%, 08/15/01 ..........................       2,233,125
  1,500,000     Texas Bottling Group, Inc., senior sub. notes, 9.00%, 11/15/03 .................       1,477,500
                                                                                                    -------------
                                                                                                      11,415,366
                                                                                                    -------------
                Food Retailing  5.9%
 $1,000,000     Pathmark Stores, Inc., S.F., sub. notes, 11.625%, 06/15/02 .....................     $ 1,055,000
  2,000,000     Pathmark Stores, Inc., senior sub. notes, 9.625%, 05/01/03 .....................       1,960,000
  1,000,000     Penn Traffic Co., senior notes, 8.625%, 12/15/03 ...............................         945,000
  1,000,000     Ralphs Grocery Co., senior notes, 10.450%, 06/15/04 ............................       1,005,000
  1,000,000     Ralphs Grocery Co., senior sub. notes, 11.00%, 06/15/05 ........................         975,000
                                                                                                    -------------
                                                                                                       5,940,000
                                                                                                    -------------
                Forest & Paper Products  5.9%
  1,500,000     Container Corp. of America, guaranteed senior notes, 11.25%, 05/01/04 ..........       1,580,625
  1,000,000     Fort Howard Corp., senior sub. notes, 9.00%, 02/01/06 ..........................         920,000
  1,500,000     Fort Howard Corp., sub. notes., 10.00%, 03/15/03 ...............................       1,483,125
  1,500,000     REPAP Wisconsin, Inc., senior notes, 9.875%, 05/01/06 ..........................       1,460,625
    500,000     S.D. Warren Co., senior sub. notes, 12.00%, 12/15/04 . .........................         540,000
                                                                                                    -------------
                                                                                                       5,984,375
                                                                                                    -------------
                Gaming & Leisure  9.3%
  2,000,000     Aztar Corp., senior sub. notes, 13.75%, 10/01/04 . .............................       2,265,000
  2,000,000     Bally's Grand, first mortgage, Series B, 10.375%, 12/15/03 . ...................       1,970,000
  1,500,000     Harrah's Jazz Co., first mortgage, 14.25%, 11/15/01 . ..........................       1,560,000
    500,000     MGM Grand Hotels Finance Corp., guaranteed first mortgage, 11.75%, 05/01/99 ....         543,750
  1,000,000b    Players International, Inc., senior notes, 10.875%, 04/15/05 ...................         987,500
  2,000,000     Showboat, Inc., senior sub. notes, 13.00%, 08/01/09 ............................       2,067,500
                                                                                                    -------------
                                                                                                       9,393,750
                                                                                                    -------------
                Health Care Services  12.3%
  2,500,000     Abbey Healthcare Group, Inc., senior sub. notes, 9.50%, 11/01/02 ...............       2,587,500
  1,000,000     Columbia/HCA Healthcare, Inc., 6.41%, 06/15/00 . ...............................       1,143,750
  2,000,000     Columbia/HCA Healthcare, Inc., 7.69%, 06/15/25 . ...............................       2,200,000
  1,000,000b    Dade International, Inc., senior sub. notes, 13.00%, 02/01/05 . ................       1,055,000
  1,750,000b    Integrated Health Services, Inc., senior sub. notes, 9.625%, 05/31/02 ..........       1,776,250
    250,000     National Medical Enterprises, senior notes, 9.625%, 09/01/02 ...................         260,625
    900,000     National Medical Enterprises, senior sub. notes, 10.125%, 03/01/05 .............         956,250
  1,000,000     OrNda Healthcorp., S.F., senior sub. deb., 12.25%, 05/15/02 ....................       1,105,000
  1,500,000     Sola Group, Ltd., senior sub. notes, 6.00%, 12/15/03 ...........................       1,372,500
                                                                                                    -------------
                                                                                                      12,456,875
                                                                                                    -------------
                Industrial  3.6%
 $2,500,000c    American Standard, Inc., senior sub. deb., zero coupon to 06/01/98, (original accretion
                 rate 11.50%), 11.50% thereafter, 06/01/05 .....................................     $ 1,900,000
    750,000b    Day International Group, senior sub. notes, 11.125%, 06/01/05 ..................         757,500
  1,000,000     Easco Corp., senior notes, Series B, 10.00%, 03/15/01 ..........................       1,000,000
                                                                                                    -------------
                                                                                                       3,657,500
                                                                                                    -------------
                Lodging  1.9%
  2,000,000b    HMH Properties, Inc., senior notes, 9.50%, 05/15/05 ............................       1,945,000
                                                                                                    -------------
                Media & Broadcasting  6.6%
  1,000,000     American Media Operation, senior sub. notes, 11.625%, 11/15/04 . ...............       1,070,000
  1,400,000b    Granite Broadcating Corp., senior sub. notes, 10.375%, 05/15/05 ................       1,399,132
  1,500,000     K-III Communications Corp., S.F., senior notes, 10.25%, 06/01/04 ...............       1,567,500
  2,000,000     New World Group, Inc., S.F., senior notes, 11.00%, 06/30/05 ....................       2,085,000
    500,000     News America Holdings, Inc., senior notes, 9.125%, 10/15/99 ....................         540,754
                                                                                                    -------------
                                                                                                       6,662,386
                                                                                                    -------------
                Restaurants  1.2%
  1,500,000     Flagstar Corp., S.F., senior sub. deb., 11.25%, 11/01/04 .......................       1,177,500
                                                                                                    -------------
                Retail  1.5%
  1,500,000     Eckerd Jack Corp., senior sub. notes, 9.25%, 02/15/04 ..........................       1,560,000
                                                                                                    -------------
                Technology & Information Services  3.9%
  2,000,000     ADT Operations, guaranteed senior sub. notes, 9.25%, 08/01/03 ..................       2,070,000
  1,500,000     Bell & Howell Co., senior notes, 9.25%, 07/15/00 ...............................       1,473,750
    400,000     Bell & Howell Co., senior sub. notes, 10.75%, 10/01/02 .........................         426,000
                                                                                                    -------------
                                                                                                       3,969,750
                                                                                                    -------------
                Textiles & Apparel  2.0%
  1,030,000     Forstmann & Co., Inc., S.F., senior sub. notes, 14.75%, 04/15/99 ...............       1,066,050
  1,000,000     Westpoint Stevens, Inc., senior sub. deb., 9.375%, 12/01/05 ....................         967,500
                                                                                                    -------------
                                                                                                       2,033,550
                                                                                                    -------------
                Transportation  3.6%
  1,500,000     Gearbulk Holding, Ltd., senior notes, 11.25%, 12/01/04 . .......................       1,597,500
  2,000,000     Southern Pacific Transportation Co., senior notes, 9.375%, 08/15/05 ............       2,065,000
                                                                                                    -------------
                                                                                                       3,662,500
                                                                                                    -------------
                Utilities  1.0%
  1,000,000     Midland Funding II, S.F., senior lease obligation, Series B, 13.25%, 07/23/06 ..       1,032,019
                                                                                                    -------------
                Wireless Communication  3.1%
 $2,500,000c    Dial Call Communications, units, senior disc. notes, zero coupon to 04/15/99,
                (original accretion rate 12.25%), 12.25% thereafter, 04/15/04 . ................     $ 1,275,000
  1,000,000     Roger Cantel Mobile Communications, Inc., S.F., senior sub. notes, 10.75%, 11/01/01    1,036,250
    800,000     Roger Cantel Mobile Communications, Inc., senior sub. notes, 10.875%, 04/15/04 .         824,000
                                                                                                    -------------
                                                                                                       3,135,250
                                                                                                    -------------
                      Total Bonds (Cost $91,767,224) ...........................................      93,564,571
                                                                                                    -------------
   Shares/
  Warrants
                Common Stocks  1.1%
     33,878a    Kash N' Karry Food Stores, Inc. (Cost $1,462,392) ..............................       1,143,383
                                                                                                    -------------
                Warrants
      2,500a    Dial Page, Inc. ................................................................           2,500
        300a    Foodmaker, Inc. ................................................................           4,113
                                                                                                    -------------
                      Total Warrants (Cost $1,828) .............................................           6,613
                                                                                                    -------------
                      Total Bonds, Common Stocks and Warrants (Cost $93,231,444) ...............      94,714,567
                                                                                                    -------------
    Face
   Amount
          d,e   Receivables from Repurchase Agreements  4.0%
 $4,125,502     Joint Repurchase Agreement, 6.22%, 07/03/95 (Maturity Value $4,031,412)
                (Cost $4,029,324)
                Collateral: U.S. Treasury Bills, 10/19/95 - 06/27/96
                            U.S. Treasury Notes, 3.875% - 8.625%, 09/30/95 - 02/15/00 ..........       4,029,324
                                                                                                    -------------
                          Total Investments (Cost $97,260,768)  97.6% ..........................      98,743,891
                                                                                                    -------------
                          Other Assets and Liabilities, Net  2.4% ..............................       2,442,821
                                                                                                    -------------
                          Net Assets  100.0% ...................................................    $101,186,712
                                                                                                    =============


                At June 30, 1995, the net unrealized appreciation based on the
                 cost of investments for income tax purposes of $97,260,768 was as follows:
                  Aggregate gross unrealized appreciation for all investments in which there was an
                   excess of value over tax cost ...............................................     $ 3,437,403
                  Aggregate gross unrealized depreciation for all investments in which there was an
                   excess of tax cost over value ...............................................      (1,954,280)
                                                                                                    -------------
                  Net unrealized appreciation...................................................     $ 1,483,123
                                                                                                    =============

</TABLE>

PORTFOLIO ABBREVIATION:
S.F.  - Sinking Fund

aNon-income producing.
bSee Note 5 regarding Rule 144A securities.
cZero coupon/Step-up bonds. The current effective yield may vary. The 
  original accretion rate will remain constant.
dFace amount for repurchase agreements is for the underlying collateral.
eSee Note 1(h) regarding Joint Repurchase Agreement.
fFace amount stated in foreign currencies, value in U.S. dollars.

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




FRANKLIN PARTNERS FUNDS

Financial Statements

<TABLE>
<CAPTION>


Statements of Assets and Liabilities
June 30, 1995 (unaudited)

                                                                    Franklin         Franklin         Franklin
                                                                 Tax-Advantaged   Tax-Advantaged   Tax-Advantaged
                                                                  International   U.S. Government    High Yield
                                                                    Bond Fund     Securities Fund  Securities Fund
                                                                   -----------      -----------      ----------
Assets:
 Investments in securities:
  <S>                                                              <C>             <C>              <C>         
  At identified cost .........................................     $22,219,920     $427,976,053     $ 93,231,444
                                                                   ===========      ===========      ==========
  At value ...................................................      22,071,463      422,462,055       94,714,567
 Receivables from repurchase agreements, at value and cost ...         333,125       16,459,394        4,029,324
 Cash ........................................................              --               --          469,784
 Foreign currencies (Cost $59,795) ...........................          60,050               --               --
 Receivables:
  Interest ...................................................         768,151        2,626,437        2,038,565
 Prepaid Expenses ............................................          31,608               --            1,749
                                                                   -----------      -----------      ----------
      Total Assets ...........................................      23,264,397      441,547,886     $101,253,989
                                                                   -----------      -----------      ----------
Liabilities:
 Payables:
  Investment securities purchased:
   When-issued basis (Note 1).................................              --        1,990,514               --
  Distributions to partners ..................................          28,235           28,486              796
  Management fees ............................................              --          184,867           52,254
  Distribution fees ..........................................           2,666           60,269           12,243
  Partners' servicing costs ..................................           1,135            9,484            1,984
 Bank overdraft ..............................................              --        1,303,898               --
 Accrued expenses and other payables .........................              --           69,235               --
                                                                   -----------      -----------      ----------
      Total liabilities ......................................          32,036        3,646,753           67,277
                                                                   -----------      -----------      ----------
Net assets, at value .........................................     $23,232,361     $437,901,133     $101,186,712
                                                                   ===========      ===========      ==========
Net assets consist of:
 Unrealized appreciation (depreciation) on investments and trans-
 lation of assets and liabilities denominated in foreign currencies  (135,187)      (5,513,998)        1,483,510
 Net realized gain (loss) from investments and foreign currency
  transactions ...............................................         646,888      (10,643,161)      (3,659,223)
 Partners' capital ...........................................      22,720,660      454,058,292      103,362,425
                                                                   -----------      -----------      ----------
Net assets, at value .........................................     $23,232,361     $437,901,133     $101,186,712
                                                                   ===========      ===========      ==========
Shares outstanding ...........................................       2,033,618       41,485,934       11,649,443
                                                                   ===========      ===========      ==========
Net asset value per share*  ..................................          $11.42           $10.56            $8.69
                                                                   ===========      ===========      ==========
*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.



FRANKLIN PARTNERS FUNDS

Financial Statements (cont.)

Statements of Operations
for the six months ended June 30, 1995 (unaudited)

                                                                    Franklin         Franklin         Franklin
                                                                 Tax-Advantaged   Tax-Advantaged   Tax-Advantaged
                                                                  International   U.S. Government    High Yield
                                                                    Bond Fund     Securities Fund  Securities Fund
                                                                   -----------      -----------      ----------
Investment income:
 <S>                                                                <C>             <C>              <C>        
 Interest (Note 1)............................................      $  972,673      $17,169,880      $ 4,575,646
                                                                   -----------      -----------      ----------
Expenses:
 Management fees (Note 4).....................................              --        1,126,882          283,991
 Partners' servicing costs (Note 4)...........................           5,988           45,808           11,388
 Distribution fees (Note 4)...................................           9,322          157,083           38,890
 Custodian fees...............................................           9,989           28,475            3,703
 Reports to partners..........................................           4,571           62,546           13,836
 Registration fees............................................           3,685           18,264            9,366
 Professional fees............................................           1,851           30,714            3,603
 Managing partners' fees and expenses.........................              --            5,293            3,014
 Other........................................................           1,841            8,980            3,407
                                                                   -----------      -----------      ----------
      Total expenses..........................................          37,247        1,484,045          371,198
                                                                   -----------      -----------      ----------
       Net investment income..................................         935,426       15,685,835        4,204,448
                                                                   -----------      -----------      ----------
Realized and unrealized gain (loss) from investments and foreign currency:
 Net realized gain (loss) from:
  Investments.................................................          34,945       (2,638,393)          63,556
  Foreign currency transactions...............................          27,008               --           (1,542)
 Net unrealized appreciation on:
  Investments.................................................       1,302,624       37,700,893        7,372,124
  Translation of assets and liabilities in foreign currencies.           6,767               --            1,347
                                                                   -----------      -----------      ----------
Net realized and unrealized gain from investments and foreign
 currency transactions........................................       1,371,344       35,062,500        7,435,485
                                                                   -----------      -----------      ----------
Net increase in net assets resulting from operations..........      $2,306,770      $50,748,335      $11,639,933
                                                                   ===========      ===========      ==========


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



FRANKLIN PARTNERS FUNDS

Financial Statements (cont.)

Statements of Changes in Net Assets for the six months ended June 30, 1995
(unaudited) and the year ended December 31, 1994

                              Franklin Tax-Advantaged     Franklin Tax-Advantaged       Franklin Tax-Advantaged
                              International Bond Fund U.S. Government Securities Fund High Yield Securities Fund
                                -------------------        ---------------------         --------------------
                             Six Months       Year       Six Months        Year        Six Months       Year
                                Ended         Ended         Ended          Ended          Ended         Ended
                               6/30/95      12/31/94       6/30/95       12/31/94        6/30/95      12/31/94
                              ---------     ---------    ----------     ----------     ----------     ---------
Increase (decrease) in net
 assets:
  Operations:
   <S>                        <C>         <C>           <C>           <C>              <C>           <C>        
   Net investment income..    $ 935,426   $ 1,719,247   $ 15,685,835  $  36,487,364    $ 4,204,448   $ 7,159,755
   Net realized gain (loss)
 from investments and
 foreign currency
 transactions.............       61,953       (79,743)    (2,638,393)    (6,576,310)        62,014       410,528
   Net unrealized apprecia-
 tion (depreciation) on
 investments and trans-
 lation of assets and
 liabilities denominated
 in foreign currencies....    1,309,391    (1,184,700)    37,700,893    (54,248,227)     7,373,471    (9,329,425)
                              ---------     ---------    ----------     ----------     ----------     ---------
     Net increase
 (decrease) in net
 assets resulting
 from operations..........    2,306,770       454,804     50,748,335    (24,337,173)    11,639,933    (1,759,142)
  Distributions to partners:
   From undistributed net
 investment income........     (995,744)   (1,626,579)   (15,685,835)   (36,487,364)    (4,348,856)   (7,005,950)
  Increase (decrease) in net
   assets from partnership's
   capital shares transactions
   (Note 2)...............     (803,907)    4,291,465    (53,582,473)   (56,761,159)    12,744,902    20,370,511
                              ---------     ---------    ----------     ----------     ----------     ---------
     Net increase (decrease)
 in net assets............      507,119     3,119,690    (18,519,973)  (117,585,696)    20,035,979    11,605,419
Net assets:
 Beginning of period......   22,725,242    19,605,552    456,421,106    574,006,802     81,150,733    69,545,314
                              ---------     ---------    ----------     ----------     ----------     ---------
 End of period............  $23,232,361   $22,725,242  $ 437,901,133  $ 456,421,106   $101,186,712   $81,150,733
                              =========     =========    ==========     ==========     ==========     =========
Undistributed net investment 
income included in net assets:
  Beginning of period.....         $--    $   52,452           $ --           $ --     $  145,950          $ --
                              =========     =========    ==========     ==========     ==========     =========
  End of period...........         $--          $ --           $ --           $ --            $--    $  145,950
                              =========     =========    ==========     ==========     ==========     =========

</TABLE>

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



FRANKLIN PARTNERS FUNDS

Notes to Financial Statements (unaudited)




1. SIGNIFICANT ACCOUNTING POLICIES

Franklin Partners Funds (the "Funds") consist of three separate and distinct
Funds (each organized as a California Limited Partnership): Franklin
Tax-Advantaged International Bond Fund (the "International Bond Fund"), Franklin
Tax-Advantaged U.S. Government Securities Fund (the "Government Fund"), and
Franklin Tax-Advantaged High Yield Securities Fund (the "High Yield Fund"). Each
Fund is an open-end diversified management investment company (mutual fund).
Each Fund issues one class of shares in the form of partnership interests, and
purchasers of shares of any of the Funds become limited partners of such Fund.
Each Fund maintains a totally separate investment portfolio.

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

a. Securities Valuations:

Portfolio securities listed on a securities exchange or on the NASDAQ National
Market System for which market quotations are readily available are valued at
the last quoted sale price of the day or, if there is no such reported sale,
within the range of the most recent quoted bid and ask prices. Other securities
for which market quotations are readily available are valued at current market
values, obtained from pricing services, which are based on a variety of factors,
including recent trades, institutional size trading in similar types of
securities (considering yield, risk and maturity) and/or developments related to
specific securities. Portfolio securities which are traded both in the
over-the-counter market and on a securities exchange are valued according to the
broadest and most representative market as determined by the Manager. Other
securities for which market quotations are not available, if any, are valued in
accordance with procedures established by the Managing General Partners.

The value of a foreign security is determined as of the close of trading on the
foreign exchange on which it is traded or as of the close of trading on the New
York Stock Exchange, if that is earlier, and that value is then converted into
its U.S. dollar equivalent at the foreign exchange rate in effect at noon, New
York time, on the day the value of the foreign security is determined. If no
sale is reported at that time, the mean between the current bid and ask price is
used. Occasionally, events which affect the values of foreign securities and
foreign exchange rates may occur between the times at which they are determined
and the close of the exchange and will, therefore, not be reflected in the
computation of the Funds' net asset value. If events materially affect the value
of these foreign securities during such period, then these securities will be
valued at fair value as determined by management and approved in good faith by
the Managing General Partners.

The fair values of securities restricted as to resale, if any, are determined
following procedures established by the Managing General Partners.

b. Income Taxes:

No provision for income taxes has been made since all income and expenses are
allocated to the partners for inclusion in their income tax returns, if any.

c. Security Transactions:

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

1. SIGNIFICANT ACCOUNTING POLICIES (cont.)

d. Investment Income, Expenses and Distributions:

Net investment income includes income, calculated on an accrual basis,
amortization of discount and premium, if any, and expenses as incurred on an
accrual basis. A proportionate share of each Fund's net investment income is
allocated to the partners daily and distributed monthly. Daily allocations of
net investment income will commence on the first business day after receipt of a
partner's investment, or settlement of a partner's wire order trade. Bond
premium and discount are amortized as required by the Internal Revenue Code.

Net capital gains (or losses) realized by the Funds on transactions in their
respective portfolio securities will be allocated proportionately to each
partner and will not be distributed. Thus, they will be reflected in the value
of a partner's shares. Net investment income differs for financial statement and
tax purposes primarily due to differing treatments of realized foreign currency
transactions. 

e. Securities Purchased on a When-Issued 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 acquiring
such securities, they may sell such 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. 

f. Expense Allocation: 

Common expenses incurred by the Funds 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. Foreign Currency Translation: 

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

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

Reported net realized foreign exchange gains or losses arise from sales and
maturities of short-term securities, sales of foreign currencies, currency gains
or losses realized between the trade date and settlement date on securities
transactions, the difference between the amounts of dividends, interest, and
foreign withholding taxes recorded on the Funds' books, and the U.S. dollar
equivalent of the amounts actually received or paid. Net unrealized appreciation
(depreciation) on translation of assets and liabilities in foreign currency
arise from changes in the value of assets and liabilities other than investments
in securities at the semi-fiscal year end, resulting from changes in exchange
rates.

1. SIGNIFICANT ACCOUNTING POLICIES (cont.)

h. Repurchase Agreements:

The Funds may enter into a Joint Repurchase Agreement whereby its uninvested
cash balance is deposited into a joint cash account to be used to invest in one
or more repurchase agreements with government securities dealers recognized by
the Federal Reserve Board and/or member banks of the Federal Reserve System. The
value and face amount of the Joint Repurchase Agreements are allocated to the
Funds based on their pro-rata interest. 

In a repurchase agreement, the Funds purchase a U.S. government security from a
dealer or bank subject to an agreement to resell it at a mutually agreed upon
price and date. Such a transaction is accounted for as a loan by the Funds to
the seller, collateralized by the underlying security. The transaction requires
the initial collateralization of the seller's obligation by U.S. government
securities with market value, including accrued interest, of at least 102% of
the dollar amount invested by the Funds, with the value of the underlying
security marked to market daily to maintain coverage of at least 100%. The
collateral is delivered to the Funds' custodian and held until resold to the
dealer or bank. At June 30, 1995, all outstanding joint repurchase agreements
held by the Funds had been entered into on that date.

2. SHARES OF PARTNERSHIP INTEREST

At June 30, 1995, the Partners' capital for the International Bond Fund, the
Government Fund and the High Yield Fund aggregated $22,720,660, $454,058,292 and
$103,362,425, respectively. Transactions in each of the Fund's shares were as
follows:

<TABLE>
<CAPTION>

                                   Franklin Tax-Advantaged   Franklin Tax-Advantaged     Franklin Tax-Advantaged
                                   International Bond FundU.S. Government Securities FundHigh Yield Securities Fund
                                      -----------------       ---------------------        -------------------
                                     Shares     Amount        Shares        Amount        Shares       Amount
                                     -------   ---------     ---------    -----------    --------    ----------
Six months ended June 30, 1995
 <S>                                  <C>       <C>          <C>        <C>              <C>        <C>         
 Shares sold .....................    76,004    $ 849,114    1,629,516  $  16,631,611    1,958,961  $ 16,553,046
 Shares issued in reinvestment
 of distributions ................    72,223      806,564      853,210      8,738,646      342,606     2,886,597
 Shares redeemed .................  (206,887)  (2,290,907)  (7,235,557)   (73,643,579)    (993,345)   (8,302,524)
Changes from exercise
 of exchange privilege:
  Shares sold ....................    18,041      202,082       29,289        297,720      224,112     1,907,145
  Shares redeemed ................   (33,996)    (370,760)    (550,310)    (5,606,871)     (36,860)     (299,362)
                                     -------   ---------     ---------    -----------    --------    ----------
Net increase (decrease) ..........   (74,615)   $(803,907)  (5,273,852) $ (53,582,473)   1,495,474  $ 12,744,902
                                     =======   =========     =========    ===========    ========    ==========
Year ended December 31, 1994
 Shares sold .....................   681,584  $ 7,568,224    9,376,014  $  97,542,462    3,788,180  $ 31,774,475
 Shares issued in reinvestment
 of distributions ................   116,915    1,275,908    2,227,965     22,612,334      550,742     4,553,397
 Shares redeemed .................  (508,697)  (5,542,452) (16,916,846)  (171,346,081)  (2,120,443)  (17,531,363)
Changes from exercise
 of exchange privilege:
  Shares sold ....................   140,119    1,545,467      543,055      5,719,211      511,117     4,375,839
  Shares redeemed ................   (50,657)    (555,682)  (1,097,168)   (11,289,085)    (331,962)   (2,801,837)
                                     -------   ---------     ---------    -----------    --------    ----------
Net increase (decrease) ..........   379,264  $ 4,291,465   (5,866,980) $ (56,761,159)   2,397,634  $ 20,370,511
                                     =======   =========     =========    ===========    ========    ==========

3. PURCHASES AND SALES OF SECURITIES

Aggregate purchases and sales of securities (excluding purchases and sales of
short-term securities) for the six months ended June 30, 1995 were as follows:

                                    Franklin Tax-Advantaged   Franklin Tax-Advantaged    Franklin Tax-Advantaged
                                    International Bond FundU.S. Government Securities FundHigh Yield Securities Fund
                                        ---------------        --------------------         -----------------
<S>                                         <C>                     <C>                        <C>        
Purchases..........................         $784,958                $ 4,107,610                $15,754,178
                                        ===============        ====================         =================
Sales..............................       $1,088,193                $55,449,435                $ 6,107,500
                                        ===============        ====================         =================
</TABLE>

For tax purposes, the aggregate cost of securities is higher (and unrealized
depreciation is higher) than for financial reporting purposes for the six months
ended June 30, 1995 by $41,246 in the Government Fund.


4. TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

Franklin Advisers, Inc., under the terms of an agreement, provides investment
advice, administrative services, office space and facilities to each Fund, and
receives fees computed monthly on the net assets of each Fund on the last day of
the month at an annualized rate of 5/8 of 1% of the first $100 million of net
assets, 1/2 of 1% of net assets in excess of $100 million up to $250 million,
and 45/100 of 1% of net assets in excess of $250 million. Under a subadvisory
agreement effective June 28, 1994, Templeton Investment Counsel, Inc. (TICI or
the Subadvisor), an indirect subsidiary of Templeton Worldwide, Inc., which is a
direct, wholly-owned subsidiary of Franklin Resources, Inc. (Resources),
provides services to the International Bond Fund and receives from Franklin
Advisers, Inc. a monthly fee computed at an annual rate of .026 of 1% of the
value of the International Bond Fund's net assets up to and including $100
million; .021 of 1% of net assets in excess of $100 million up to and including
$250 million; and .019 of 1% of net assets in excess of $250 million. The terms
of the agreement provide that aggregate annual expenses of each Fund be limited
to the extent necessary to comply with the limitations set forth in the laws,
regulations and administrative interpretations of the states in which the Funds'
shares are registered. The Funds' expenses did not exceed these limitations;
however, for the six months ended June 30, 1995, Franklin Advisers, Inc., agreed
in advance to waive its management fees by $70,761 for the International Bond
Fund.

In its capacity as underwriter for the shares of the Funds, Franklin/Templeton
Distributors, Inc. received commissions on sales of such shares of the
International Bond Fund, the Government Fund and the High Yield Fund for the six
months ended June 30, 1995, totalling $31,519, $291,758 and $113,701,
respectively, of which $29,464, $307,322 and $108,512, respectively, were
subsequently paid to other dealers. Commissions are deducted from the gross
proceeds received from the sale of the Funds' shares, and as such are not
expenses of the Funds. Franklin/Templeton Distributors, Inc. may also make
payments, out of its own resources, to dealers for certain sales. 

Pursuant to a partners' service agreement with Franklin/Templeton Investor
Services, Inc., the Funds pay costs on a per partner account basis. Such costs
incurred for the six months ended June 30, 1995, aggregated $5,988, $45,808 and
$11,388 for the International Bond Fund, the Government Fund and the High Yield
Fund, respectively.

Under the terms of a distribution agreement pursuant to Rule 12b-1 of the
Investment Company Act of 1940, the Funds will reimburse Franklin/Templeton
Distributors, Inc. in an amount up to a maximum of 0.15% per annum of the Funds'
average daily net assets for costs incurred in the promotion, offering and
marketing of the Funds' shares. Fees incurred by the International Bond Fund,
Government Fund and High Yield Fund under the agreement aggregated $9,322,
$157,083 and $38,890, respectively, for the six months ended June 30, 1995.

Certain officers and Managing General Partners of the Funds are also officers
and/or directors of Franklin/Templeton Distributors, Inc., Franklin Advisers,
Inc., Templeton Worldwide, Inc., and Franklin/Templeton Investor Services, Inc.,
all wholly-owned subsidiaries of Franklin Resources, Inc.

5. RULE 144A SECURITIES

Rule 144A provides a non-exclusive safe harbor exemption from the registration
requirements of the Securities Act of 1933 for specified resales of restricted
securities to qualified institutional investors. The Funds value these
securities as disclosed in Note 1. At June 30, 1995, the High Yield Fund held
144A securities with a value aggregating $7,920,382, representing 7.8% of the
Fund's net assets. See the accompanying statement of investments in securities
and net assets for specific information on such securities.

6. CREDIT RISK

Although the High Yield Fund has a diversified portfolio, 85.9% of its Portfolio
is invested in lower rated and comparable quality unrated high yield securities.
Investments in higher yield securities are accompanied by a greater degree of
credit risk and such lower quality securities tend to be more sensitive to
economic conditions than higher rated securities. The risk of loss due to
default by the issuer may be significantly greater for the holders of high
yielding securities, because such securities are generally unsecured and are
often subordinated to other creditors of the issuer.

Although each of the Funds has a diversified investment portfolio, there are
certain credit risks and foreign currency exchange risks due to the manner in
which the Funds are invested, which may subject the Funds more significantly to
economic changes occurring in certain industries, sectors or countries as
follows:

      The International Bond Fund has investments in excess of 10% of its total
      net assets in Australian, Canadian, Danish, New Zealand and British
      Securities. 

      The High Yield Fund has investments in excess of 10% in the
      Food & Beverages and Health Care Services Industries.


7. FINANCIAL HIGHLIGHTS
Selected data for each share outstanding throughout each year by Fund are as
follows:

<TABLE>
<CAPTION>


                             Per Share Operating Performance                                            Ratios/Supplemental Data
---------------------------------------------------------------------------               ----------------------------------------
                                                                                                           Ratio of Net
        Net Asset            Net Realized               Dividends  Net Asset          Net Assets Ratio of   Investment
  Year  Value at    Net      & Unrealized   Total From  From Net     Value              at End   Expenses     Income     Portfolio
  Ended Beginning Investment Gains (Losses) Investment  Investment  at End    Total     of Year  to Average  to Average   Turnover
 Dec. 31 of Year   Income    on Securities  Operations   Income     of Year  Return++  (in 000's)Net Assets* Net Assets     Rate

Franklin Tax-Advantaged International Bond Fund
<S>     <C>        <C>        <C>            <C>         <C>        <C>      <C>        <C>         <C>         <C>         <C>   
1990    $11.20     $1.133     $ .819         $ 1.952     $(1.202)   $11.95   $15.46%    $ 4,236     .95%        9.75%       18.40%
1991     11.95      1.018       .112           1.130      (1.030)    12.05     9.86       5,060      --         9.05        60.77
1992     12.05      1.012     (1.110)          (.098)     (1.102)    10.85    (1.43)     12,662     .13         9.71        15.26
1993     10.85       .808       .505           1.313       (.823)    11.34    12.13      19,606     .25         7.31         6.80
1994     11.34       .794      (.560)           .234       (.794)    10.78     2.06      22,725     .29         7.69         6.46
1995**   10.78       .488       .640           1.128       (.488)    11.42    10.65      23,232     .33(double+)8.27(double+)3.62
Franklin Tax-Advantaged U.S. Government Securities Fund
1990     10.17       .922       .060            .982       (.922)    10.23     9.82      86,967     .60         9.16         9.36
1991     10.23       .865       .570           1.435       (.865)    10.80    14.31     127,637     .80         8.13        12.42
1992     10.80       .785      (.050)           .735       (.785)    10.75     6.80     312,645     .67         7.22        15.26
1993     10.75       .733       .160            .893       (.733)    10.91     8.19     574,007     .59         6.63        14.63
1994     10.91       .704     (1.150)          (.446)      (.704)     9.76    (4.26)    456,421     .61         6.92        10.20
1995**    9.76       .357       .800           1.157       (.357)    10.56    12.02     437,901     .66(double+)7.02(double+)0.96
Franklin Tax-Advantaged High Yield Securities Fund
1990      8.52      1.132     (2.430)         (1.298)     (1.132)     6.09   (16.89)     27,155     .55        15.51        13.29
1991      6.09       .982      1.890           2.872       (.982)     7.98    49.19      57,469     .87        12.96        38.35
1992      7.98       .922       .420           1.342       (.922)     8.40    16.96      39,131     .76        11.00        29.79
1993      8.40       .815       .570           1.385       (.815)     8.97    16.72      69,545     .76         9.17        32.27
1994      8.97       .770      (.990)          (.220)      (.760)     7.99    (2.58)     81,151     .81         9.36        18.39
1995**    7.99       .393       .714           1.107       (.407)     8.69    14.13     101,187     .83(double+)9.40(double+)7.15


+For the period June 9, 1990 (transfer of management) to December 31, 1990.

++Total return measures the change in value of an investment over the years
indicated. It is not annualized. It does not include the maximum initial sales
charge or the deferred contingent sales charge and assumes reinvestment of
dividend and capital gains, if any, at net asset value. Prior to May 1, 1994,
dividends were reinvested at the maximum offering price. 

*During the periods indicated,  Franklin  Advisers,  Inc., the portfolio manager
agreed  in  advance  to waive its  management  fees and made  payments  of other
expenses  incurred  by the  International  Bond Fund.  Had such  action not been
taken, the ratio of operating expenses to average net assets for the years ended
December 31, 1990,  1991,  1992,  1993, 1994 and the period ended June 30, 1995,
respectively, would have been 1.42%, .89%, .92%, .97%, 1.06% and .95%.(double+)

(double+)Annualized

**For the six months ended June 30, 1995.

</TABLE>

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



GRAPHIC MATERIAL (1)

This chart shows in pie chart format the fund's breakdown by region as a
percentage of net asset value.

<TABLE>
<CAPTION>
Regional Breakdown on 6/30/95
<S>                                                      <C>
Japan                                                     2.1%
United Kingdom                                           12.2%
Southern Europe                                          14.1%
Northern Europe                                          31.6%
North America                                            17.0%
Australia/New Zealand                                    23.0%
</TABLE>                                                                      


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