FRANKLIN TAX ADVANTAGED INTERNATIONAL BOND FUND
N-30D, 1996-02-27
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MESSAGE FROM THE
MANAGING GENERAL PARTNER


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                       8

Franklin Tax-Advantaged
High Yield Securities Fund                           12

Statement of Investments                             17

Financial Statements                                 27

Notes to Financial Statements                        30

Report of Independent Auditors                       36


To reduce the volume of mail shareholders  receive and to reduce expenses,  only
one  copy of most  Fund  reports,  such as the  Fund's  annual  and  semi-annual
reports,  may be mailed  to a  household.  Additional  reports  may be  obtained
without charge by calling Fund Information at 1-800/DIAL BEN (1-800/342-5236).



                                                              February 15, 1996

Dear Shareholder:

It's a pleasure to bring you the annual report of the Franklin Partners Funds(R)
for the fiscal year ended December 31, 1995.

Declining  interest  rates,  low  inflation  and moderate  growth in most of the
world's major economies characterized the year under review. This was especially
true in the U.S.,  where economic  growth slowed  following a series of interest
rate  increases in 1994 and early 1995.  Inflation  remained  mild and corporate
earnings  were strong,  which  contributed  to impressive  performance  for most
financial assets.

Extremely  slow  growth in the  second  fiscal  quarter of 1995 --  followed  by
moderate  growth in the third  quarter -- prompted the U.S.  Federal  Reserve to
ease monetary policy in July and again in December. Bond markets anticipated the
move,  as  interest  rates  had  decreased  steadily  since  the  start of 1995.
Following the July shift in policy stance, long-term bond yields, as measured by
the 30-year  U.S.  Treasury  bond,  jumped  slightly to 6.86%,  then resumed the
downward course they had followed since November 1994. On December 31, 1995, the
yield on the 30-year U.S. Treasury was 5.96%.*

While this stable economic  environment  proved beneficial to the performance of
the Franklin  Partners  Funds, no one can predict what lies ahead for investors.
There's no guarantee  that the markets  will  continue to perform as well in the
months to come. Of course,  market  volatility is a normal part of investing and
is the reason why we have always  encouraged our  shareholders to focus on their
long-term  investment  goals.  If you can remain invested for the long term, you
may be able to overlook some of the short-term volatility that accompanies stock
and bond markets. As you know, certain U.S. tax laws may, in the future,  affect
the tax  advantages  that the fund is  intended to offer to its  investors.  The
managing  General  Partners  continue to evaluate this situation and alternative
means for responding to it.

The following pages contain specific  information about each fund's performance.
While each fund has distinct investment  objectives,  the fundamental principles
remain  the  same:  careful  selection  and  constant  professional   investment
supervision.

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

Sincerely,



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


*Source: Micropal, January 17, 1996.                                         


FRANKLIN TAX-ADVANTAGED INTERNATIONAL BOND FUND

Your Fund's 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.

Investors  enjoyed  excellent  performance  from global bond markets  during the
fiscal  year ended  December  31,  1995.  Bond  prices  rose  steadily  due to a
combination of slow economic growth, low inflation,  falling interest rates, and
the  increased  attention  world  governments  placed  on  fiscal  and  monetary
responsibilities.  In addition,  most foreign currencies  appreciated versus the
U.S. dollar,  further increasing the value of foreign  fixed-income  securities.
This was certainly a welcome  relief after a very  difficult  1994 when interest
rates rose dramatically and bond prices fell in many global markets.

This rebound occurred partly because of the excessive  investor pessimism priced
into  financial  markets  in 1994.  At the  beginning  of 1995,  many  investors
harbored fears of overheating global economies and increasing  inflation,  which
caused fixed-income  securities markets to suffer. In March and April,  however,
investors  began to realize that  interest  rates around the world were too high
for the pace of  economic  growth,  and by  December,  nearly all of the world's
major  central  banks had eased their  monetary  policies  by lowering  interest
rates.



GRAPHIC MATERIAL 1 OMITTED - SEE APPENDIX AT END OF DOCUMENT


The depreciating  U.S. dollar was one key element that separated 1995's best and
worst  performing  bond  markets.  Those  outside  the U.S.  offered the highest
returns, especially European markets such as Sweden, Denmark, Spain, Germany and
France.  One exception was the United Kingdom,  whose currency versus the dollar
remained  essentially  unchanged  for the year.  Japan's  bond market  performed
poorly,  as  the  yen  depreciated   significantly  in  July  and  August  after
appreciating  in the beginning of 1995. The  performance of bond markets closely
tied to the U.S. market, like Australia's and New Zealand's, also lagged because
their  currencies did not appreciate  against the dollar as strongly as European
currencies.

During the fiscal year, we increased our European exposure,  from 54.5% to 61.3%
of total net assets,  by adding  significantly  to our German holdings and, to a
lesser extent,  our Italian  holdings.  This large exposure  enabled the fund to
benefit from continued  strength in a number of European  fixed-income  markets.
Seeking  further  diversification  for the fund,  we  initiated a 1.4%  Japanese
position. However, we continue to be very conservative in our exposure to Japan,
where  interest  rates are very low and,  in our  opinion,  unlikely  to decline
further.  By the  end of  the  period,  we  were  also  beginning  to  focus  on
higher-yielding markets, such as Italy, Spain, Australia and Canada.


  Franklin Tax-Advantaged
  International Bond Fund
  Change in Country Allocation
  Based on Total Net Assets

  Country          12/31/94   12/31/95

  Australia          16.2%      10.8%

  Canada             11.7%      10.6%

  Denmark            11.0%      10.9%

  France              7.2%       7.0%

  Germany             2.5%      11.2%

  Italy               8.2%       9.2%

  Japan               0.0%       1.4%

  New Zealand        10.3%       8.9%

  Spain               5.7%       5.3%

  Sweden              7.6%       7.4%

  United Kingdom     12.3%      10.3%

  United States       7.3%     7.0%


For a complete list of portfolio holdings, please see page 17 of this report.


This discussion reflects the strategies we employed for the fund during the past
fiscal year,  and  includes  our  opinions as of the close of the period.  Since
economic and market conditions are constantly changing, our strategies,  and our
evaluations,  conclusions and decisions regarding portfolio holdings, may change
in light of new  circumstances  as they arise.  Although past  performance  of a
specific  investment  or  sector  cannot  guarantee  future  performance,   such
information  can be useful in analyzing  securities  we purchase or sell for the
fund.

Looking forward,  we believe that global interest rates should continue to trend
downward,  which would be  beneficial  to financial  markets.  The U.S.  Federal
Reserve Board may ease monetary policy further if inflation remains subdued, and
European economic  conditions should be characterized by a similar mix of modest
growth  and low  inflation,  with the added  benefit  of fiscal  reform  that is
occurring in a broad range of markets. We will continue to build and improve our
ability  to  serve  investors  while  maintaining  the  traditional  values  and
principles that have served our clients well.

There are,  of course,  special  risks  involved  with  international  investing
related  to  market,  currency,  economic,  political,  and  other  factors,  as
discussed in the fund's prospectus. Also, as always, we will purchase only those
bonds  issued  by,  or  backed  by  the  full  faith  and  credit  of,   foreign
governments.*


*The fund's shares are not  guaranteed by any government and will fluctuate with
market conditions.


Performance Summary

The Franklin  Tax-Advantaged  International Bond Fund's share price, as measured
by net asset value,  increased  to $11.96 on December  31, 1995,  from $10.78 on
December 31, 1994.

The fund  continued to meet its  investment  objective of providing high current
income to  shareholders.  For the one-year  period under review,  your fund paid
monthly income distributions totaling 93.8 cents ($0.938) per share. On December
31, 1995, your fund's  distribution rate was 6.79%, based on an annualization of
the fund's  distributions  during the previous 30 days and the maximum  offering
price of $12.49 on the same date.  Dividends  will vary based on the earnings of
the  fund's  portfolio,  and past  distributions  are not  predictive  of future
trends.

The Franklin  Tax-Advantaged  International Bond Fund provided a total return of
+20.41% for the one-year  period ended December 31, 1995.  Total return measures
the change in value of an  investment,  assuming  reinvestment  of dividends and
capital gains.  This calculation does not include the initial sales charge,  and
past performance is not indicative of future results.



GRAPHIC MATERIAL 2 OMITTED - SEE APPENDIX AT END OF DOCUMENT


The  graph  above  compares  the  performance  of  the  Franklin  Tax-Advantaged
International  Bond Fund, since inception,  with the unmanaged  Salomon Brothers
Non-U.S.  World Government Bond Index. Of course,  unmanaged market indices have
inherent performance  differentials in comparison to any fund. For example, they
do not pay management  fees to cover salaries of security  analysts or portfolio
managers,  or pay commissions or market spreads to buy and sell  securities.  In
addition,  mutual funds are never 100% invested because of the need to have cash
on hand to redeem shares,  and the  performance  shown for the fund includes the
maximum  initial sales charge,  all fund expenses and account fees. If operating
expenses such as the  Tax-Advantaged  International Bond Fund's had been applied
to this index, its performance  would have been lower. The index also contains a
large  weighting of Japanese  bonds,  whereas the fund's  portfolio  maintains a
broad  diversification.  Please  remember  that an index is simply a measure  of
performance, and one cannot invest directly in an index. Past performance is not
predictive of future results.


Franklin Tax-Advantaged
International Bond Fund
Periods ended December 31, 1995
                                                  Since
                                                Inception
                          1-Year     5-Year     (6/09/90)
Cumulative
Total Return1             20.41%     50.96%      74.77%
Average Annual
Total Return2             15.27%      7.65%       9.69%
Distribution Rate3                          6.79%
30-Day Standardized Yield4                  6.33%

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

3. Based on an  annualization of the  distributions  paid over the 30 days ended
December 31, 1995, and the maximum offering price of $12.49 on the same date.

4. Yield,  calculated  as  required by the SEC, is based on the  earnings of the
fund's portfolio for the 30 days ended December 31, 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  figures  assume
reinvestment  of  dividends  and capital  gains at net asset  value.  Investment
return and principal value will fluctuate with market conditions, currencies and
the  economic   and   political   climates   where   investments   are  made.  A
non-diversified  fund involves increased  susceptibility to such factors,  which
are described in the fund's prospectus. Your shares, when redeemed, may be worth
more or less than their initial cost. Past  performance  cannot guarantee future
results.

The fund's  manager  has agreed in advance to waive a portion of its  management
fees, which reduces  operating  expenses and increases yield,  distribution rate
and total return to shareholders.  If the manager had not taken this action, the
fund's  distribution  rate and total  return would have been lower and yield for
the period  would have been  5.97%.  The fee waiver may be  discontinued  at any
time, upon notice to the fund's Managing General Partners.


FRANKLIN TAX-ADVANTAGED U.S. GOVERNMENT SECURITIES FUND

Your Fund's Objective:

Seeks  to  provide  current  income  through   investments  in  U.S.  government
obligations, primarily Government National Mortgage Association securities.

The  calendar  year  1995  proved  to be a banner  year  for  U.S.  fixed-income
investors.  Declining interest rates, low inflation and moderate economic growth
characterized  most of the year under review.  By March 1995,  the U.S.  Federal
Reserve Board's previous interest rate increases realized their goal. U.S. Gross
Domestic  Product  (GDP)  fell  from an  annualized  rate of 5.1% in the  fourth
quarter of 1994 to just 1.3% in the second  quarter of 1995.*  This  resulted in
what  is  commonly  referred  to as a  "soft  landing"  -- an  ideal  investment
environment characterized by modest growth and low inflation. However, extremely
slow growth in the second fiscal  quarter  prompted the Fed to lower its federal
funds rate in July 1995 and again in December 1995.

This easing of monetary policy, combined with low reported inflation, prompted a
bond market rally,  sharply reversing the negative  environment of 1994. Another
factor  supporting the bond market was the move in Washington  toward a balanced
federal budget and long-term  reduction of the federal deficit.  While the final
outcome  of this  legislative  action  seems  likely to occur in 1996,  the 1995
market  anticipated  the potential for lower real interest  rates,  pushing bond
prices higher and bond yields even lower. By December 31, 1995, the 30-year U.S.
Treasury bond yield had declined to 5.96% after starting the year at 7.71%.**

Your fund holds a portfolio of government and agency mortgage  securities,  with
holdings  of  Government   National   Mortgage   Association   (GNMA)   mortgage
passthroughs  as the fund's  largest  position.  During the year,  we engaged in
several transactions to take advantage of opportunities in agency securities. At
the  beginning of the year,  the fund's  portfolio was heavily  positioned  with
lower coupon  mortgage  passthroughs  (almost 64% of the fund's total net assets
were  represented by securities with coupons  ranging from 6.0% to 7.5%),  which
were more  sensitive  to  interest-rate  movements.  As rates fell,  many of the
securities in the portfolio appreciated strongly and caused increased prepayment
risk for higher rate  mortgages.  As a result,  price  premiums for older,  more
seasoned  mortgage  passthroughs  increased,  helping to boost these securities'
overall value and, in turn, your fund's income and price per share.


*Source: U.S. Commerce Department
**Source: Micropal, January 17, 1996


This discussion reflects the strategies we employed for the fund during the past
fiscal year,  and  includes  our  opinions as of the close of the period.  Since
economic and market conditions are constantly  changing,  our strategies and our
evaluations,  conclusions and decisions  regarding portfolio holdings may change
in light of new  circumstances  as they arise.  Although past  performance  of a
specific  investment  or  sector  cannot  guarantee  future  performance,   such
information  can be useful in analyzing  securities  we purchase or sell for the
fund.

Looking ahead,  we expect the fund's  mortgage  passthrough  holdings to benefit
from  decreased  interest-rate  volatility as the economy seems likely to settle
into a slow growth pattern.  As always,  we will continue our policy of avoiding
derivative  securities,  as we do not manage the fund as an  aggressive  trading
vehicle but as an income  fund.  We feel our approach is an  appropriate  way of
investing in U.S. agency mortgage passthroughs.


Performance Summary

The Franklin  Tax-Advantaged U.S.  Government  Securities Fund's share price, as
measured by net asset value,  increased during the reporting period to $10.80 on
December 31, 1995, from $9.76 on December 31, 1994.

The fund continued to meet its investment  objective of providing current income
to shareholders. For the one-year period ended December 31, 1995, your fund paid
monthly income distributions  totaling 70.6 cents ($0.706) per share. At the end
of  the  reporting  period,  the  distribution  rate  was  6.18%,  based  on  an
annualization  of the fund's  distributions  for the 30 days ended  December 31,
1995, and the maximum offering price of $11.28 on the same date.  Dividends will
vary depending on the earnings of the fund's portfolio,  and past  distributions
are not predictive of future trends.

The Franklin  Tax-Advantaged  U.S.  Government  Securities Fund reported a total
return of +18.38% for the one-year period ended December 31, 1995.  Total return
measures  the  change  in  value  of an  investment,  assuming  reinvestment  of
dividends and capital gains, and does not include the initial sales charge.



GRAPHIC MATERIAL 3 OMITTED - SEE APPENDIX AT END OF DOCUMENT


The graph above  illustrates  that,  since  inception,  your fund has  generally
followed  the  performance  of  the  unmanaged   Lehman  Brothers   Intermediate
Government  Bond Index.  Since 1987,  your fund has outpaced the Consumer  Price
Index (CPI),  keeping your purchasing power well ahead of inflation -- a primary
goal for any  investment.  Of course,  unmanaged  market  indices have  inherent
performance  differentials  in comparison to any fund. They don't pay management
fees to cover  salaries  of  security  analysts or  portfolio  managers,  or pay
commissions or market spreads to buy and sell securities.  And, unlike unmanaged
indices,  mutual funds are never 100% invested  because of the need to have cash
on hand to redeem shares. In addition, the performance for the fund includes the
maximum  initial sales charge,  all fund expenses and account fees. If operating
expenses such as the Franklin  Tax-Advantaged U.S. Government  Securities Fund's
had been applied to the index,  the index's  performance  would have been lower.
Please  remember that an index is simply a measure of performance  and cannot be
invested in directly. Past performance is not predictive of future results.


Franklin Tax-Advantaged
U.S. Government Securities Fund
Periods ended December 31, 1995

                                                   Since
                                                 Inception
                           1-Year     5-Year     (05/04/87)
Cumulative
Total Return1              18.38%     51.25%      118.27%
Average Annual
Total Return2              13.39%      7.70%        8.88%

Distribution Rate3                           6.18%
30-Day Standardized Yield4                   6.29%

1.  Cumulative  total returns  measure the change in value of an investment over
the periods indicated and do not include 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. Based on an  annualization of the  distributions  paid over the 30 days ended
December 31, 1995, and the maximum offering price of $11.28 on the same date.

4. Yield,  calculated  as  required by the SEC, is based on the  earnings of the
fund's portfolio for the 30 days ended December 31, 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  somewhat
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  and  capital  gains,  if any.
Investment  return and principal value will fluctuate with market conditions and
you may have a gain or loss when you sell your shares.  Past  performance is not
indicative of future results.


FRANKLIN TAX-ADVANTAGED HIGH YIELD SECURITIES FUND

Your Fund's 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.

Over the past 12 months, the fund performed well as declining long-term interest
rates, moderate to slow economic growth, and strong corporate earnings proved to
be positive  factors for the high yield bond  market.  Additionally,  demand for
high yield securities  remained brisk,  despite a relatively heavy volume of new
issues  within  the  sector,  which  caused the  prices of these  securities  to
increase, further benefiting your fund.

During the  reporting  period,  the fund  increased  its  exposure to  defensive
industries  such as health care  (12.6% of total net  assets,  up from 9.0%) and
decreased  exposure to more  cyclical  industries  such as chemicals  (4.6% from
8.0%) and  automotive  (0.7% from  4.0%).  This move was in response to the slow
economic  growth  environment  of 1995.  Industries  such as health care provide
basic necessities to the population and, therefore, tend to perform well even in
a slow growth environment.

In  addition to these  industry  shifts,  the fund  benefited  from  mergers and
acquisitions  that occurred during the year -- especially within the health care
industry.  Abbey Healthcare  merged with Homedco to form Apria  Healthcare,  and
American Medical Holdings merged with National Medical Enterprises to form Tenet
Healthcare. Acquisitions outside this industry included Dr. Pepper/7Up (acquired
by Cadbury Schweppes),  SHL Systemhouse (purchased by MCI), and Truck Components
Inc.  (acquired by Johnstown).  Such mergers and  acquisitions  were  beneficial
because,  in most cases, the acquiring company's debt was rated investment grade
(for example,  Cadbury Scweppes and MCI). Typically, the outstanding debt of the
target company will be tendered for a high premium.

Another  beneficial trend that occurred within the portfolio during the year was
the  infusion of equity  into  companies  through an initial  offering of public
stock (IPO).  Several  companies  held in the fund's  portfolio  announced  IPOs
during the year: Sola, Bell & Howell, and American Standard.

During the last six months of the  reporting  period,  we  increased  the fund's
overall  credit  quality  by  reducing  its  exposure  to  lower-rated  bonds --
specifically, bonds rated B2 by Moody's. On December 31, 1995, 23% of the fund's
bonds were rated B2,  compared with 32% at the start of the fiscal year. We also
increased  our  exposure  to  B1-rated  bonds  to  21%  from  16%.  The  ratings
improvement occurred due to ratings upgrades of securities we currently hold, as
well as recent purchases of higher rated securities.


  Franklin Tax-Advantaged
  High Yield Securities Fund
  Top 10 Holdings on 12/31/95
  Based on Total Net Assets


  Company                                   % of Total
  Industry                                  Net Assets

  Tenet Healthcare Corp.                      2.77%
  Healthcare Services

  Abbey Healthcare Group, Inc                 2.66%
  Healthcare Services

  Comcast Corp.                               2.30%
  Cable Television

  Cablevision Systems Corp.                   2.29%
  Cable Television

  Six Flags Theme Parks                       1.96%
  Gaming/Leisure

  IVAC Corp.                                  1.93%
  Healthcare Services

  John Q. Hammons Hotels L.P.                 1.89%
  Lodging

  Telewest PLC                                1.88%
  Cable Television

  American Standard                           1.88%
  Industrial

  Regency Health Services Inc.                1.87%
  Healthcare Services


For a complete list of portfolio holdings, please see page 22 of this report.


This discussion reflects the strategies we employed for the fund during the past
fiscal year and  includes  our  opinions  as of the close of the  period.  Since
economic and market conditions are constantly  changing,  our strategies and our
evaluations,  conclusions, and decisions regarding portfolio holdings may change
in light of new  circumstances  as they arise.  Although past  performance  of a
specific  investment  or  sector  cannot  guarantee  future  performance,   such
information  can be useful in analyzing  securities  we purchase or sell for the
fund.

If recent economic trends persist,  moderate growth and subdued  inflation could
continue in the months  ahead which  should be 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 strong  weighting in
defensive industries, we feel the fund is well-positioned for the future. Please
remember,  however,  that high yields reflect the higher credit risk  associated
with certain lower-rated  securities in the fund's portfolio and, in some cases,
the lower market prices for these instruments.


Performance Summary

The  Franklin  Tax-Advantaged  High Yield  Securities  Fund's  share  price,  as
measured by net asset value,  increased  during the reporting period to $8.71 on
December 31, 1995, from $7.99 on December 31, 1994.

The fund  continued to meet its  investment  objective of providing high current
income to shareholders.  During the fiscal period, your fund paid monthly income
distributions  totaling 78.4 cents ($0.784) per share. The distribution rate was
7.59%, based on an annualization of your fund's distributions during the 30 days
ended  December 31, 1995,  and the maximum  offering  price of $9.10 on the same
date. Dividends will vary depending on the earnings of the fund's portfolio, and
past distributions are not predictive of future trends.

Your fund  reported a total  return of +19.46%  for the  one-year  period  ended
December 31, 1995.  Total return  measures the change in value of an investment,
assuming  reinvestment of dividends and capital gains,  and does not include the
initial sales charge.

The graph on page 16 compares the  performance  of the  Franklin  Tax-Advantaged
High Yield Securities Fund to the unmanaged Salomon Brothers Combined  Corporate
Index and the CS First  Boston High Yield  Index.  Of course,  unmanaged  market
indices have inherent performance  differentials in comparison to any fund. They
don't pay management  fees to cover  salaries of security  analysts or portfolio
managers, or pay commissions or market spreads to buy and sell securities.  And,
unlike  unmanaged  indices,  mutual funds are never 100% invested because of the
need to have cash on hand to redeem shares. In addition, the performance for the
fund includes the maximum  initial  sales charge,  all fund expenses and account
fees.  If  operating  expenses  such as the  fund's  had been  applied  to these
indices,  their performance would have been lower. Please remember that an index
is simply a measure of  performance  and cannot be  invested in  directly.  Past
performance is not predictive of future results.



GRAPHIC MATERIAL 4 OMITTED - SEE APPENDIX AT END OF DOCUMENT



  Franklin Tax-Advantaged
  High Yield Securities Fund
  Periods ended December 31, 1995

                                                     Since
                                                   Inception
                             1-Year     5-Year     (05/04/87)
  Cumulative
  Total Return1              19.46%     140.63%     130.84%

  Average Annual 
  Total Return2              14.44%      18.17%       9.59%

  Distribution Rate3                            7.59%
  30-Day Standardized Yield4                    8.14%

1.  Cumulative  total returns  measure the change in value of an investment over
the periods indicated and do not include 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. Based on an  annualization of the  distributions  paid over the 30 days ended
December 31, 1995, and the maximum offering price of $9.10 on the same date.

4. Yield,  calculated  as  required by the SEC, is based on the  earnings of the
fund's  portfolio for the 30 days ended  December 31, 1995.  High yields reflect
the higher credit risk  associated  with certain  lower rated  securities in the
fund's  portfolio  and,  in some  cases,  the  lower  market  prices  for  these
instruments.

Note:  Prior to July 1, 1994,  fund shares were offered at a lower initial sales
charge,  with dividends  reinvested at the offering  price.  Thus,  actual total
returns for  purchasers  of shares  during that period would have been  somewhat
different  than noted above.  Effective  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  and  capital  gains,  if any.
Investment  return and principal value will fluctuate with market conditions and
you may have a gain or loss when you sell your shares.  Past  performance is not
indicative of future results.

<TABLE>
<CAPTION>
FRANKLIN PARTNERS FUNDS

Statement of Investments in Securities and Net Assets, December 31, 1995


                 Face                                                                                   Value
 Country*       Amount          Franklin Tax-Advantaged International Bond Fund                       (Note 1)
 --------------------------------------------------------------------------------------------------------------
    <S>            <C>          <C>                                                                    <C>
                                Foreign Notes, Bills, Bonds & Government Securities  93.0%
                                Australia  10.8%
    AU             820,000      EIB Global Bond, 10.25%, 10/01/01................................      $ 674,222
    AU           1,000,000      EuroFima, 9.875%, 01/17/07.......................................        810,144
    AU             425,000      Queensland Treasury Corp., notes, 12.00%, 07/15/99...............        359,085
    AU           1,660,000      Queensland Treasury Corp., notes, 8.00%, 05/14/03................      1,218,498
                                                                                                     ------------
                                                                                                       3,061,949
                                                                                                     ------------
                                Canada  10.6%
    CA             400,000      Government of Canada, 8.50%, 04/01/02............................        318,529
    CA             945,000      Government of Canada, 10.25%, 02/01/04...........................        829,086
    CA             420,000      Hydro-Quebec, Eurobonds, 11.25%, 10/10/00........................        360,375
    CA             250,000      Ontario-Hydro, Eurobonds, 10.875%, 01/08/96......................        183,185
    CA             150,000      Ontario-Hydro, Eurobonds, 9.00%, 06/24/02........................        121,217
    CA           1,500,000      Province of British Columbia, 9.00%, 01/09/02....................      1,207,779
                                                                                                     ------------
                                                                                                       3,020,171
                                                                                                     ------------
                                Denmark  10.9%
    DK           3,750,000      Government of Denmark, 9.00%, 11/15/00...........................        750,769
    DK           1,677,000      Nykredit, 9.00%, 10/01/12........................................        312,808
    DK           5,853,000      Nykredit, 6.00%, 10/01/26........................................        878,456
    DK           7,614,000      Real Kredit Danmark, 6.00%, 10/01/26.............................      1,141,387
                                                                                                     ------------
                                                                                                       3,083,420
                                                                                                     ------------
                                France  7.0%
    FR           4,250,000      Credit National, 9.25%, 10/02/01.................................        975,333
    FR           2,000,000      Electricite de France, 8.30%, 02/09/99...........................        438,227
    FR           4,250,000   h  French OAT, Strip, 0.00%, 10/25/15...............................        197,807
    FR             510,000   h  French OAT, Strip, 0.00%, 10/25/16...............................         21,731
    FR           1,500,000      Government of France, OAT, 8.50%, 12/26/12.......................        350,020
                                                                                                     ------------
                                                                                                       1,983,118
                                                                                                     ------------
                                Germany  11.2%
    DD           1,380,000      Deutscheland Republic, 8.50%, 08/21/00...........................      1,099,150
    DD           1,070,000      Deutscheland Republic, 8.25%, 09/20/01...........................        851,419
    DD             750,000      German Unity Fund, 8.75%, 8/20/01................................        609,236
    DD             850,000      West Japan Railway Co., 8.70%, 06/25/97..........................        630,958
                                                                                                     ------------
                                                                                                       3,190,763
                                                                                                     ------------
                                Italy  9.2%
    IT       1,050,000,000      Buoni Poliennali del Tesoro, 10.50%, 07/15/00....................        666,394
    IT       2,000,000,000      Certificati di Credito del Tesoro, 12.00%, 01/20/98..............      1,299,418
    IT       1,000,000,000      Certificati di Credito del Tesoro, 11.90%, 01/01/00..............        638,753
                                                                                                     ------------
                                                                                                       2,604,565
                                                                                                     ------------
                                Japan  1.4%
    JP          34,000,000      International Bank of Reconstruction and Development,
                                 6.75%, 03/15/20.................................................      $ 397,739
                                                                                                     ------------
                                New Zealand  8.9%
    NZ           2,275,000      New Zealand Government, 8.00%, 07/15/98..........................      1,494,938
    NZ           1,500,000      New Zealand Government, 8.00%, 04/15/04..........................      1,025,673
                                                                                                     ------------
                                                                                                       2,520,611
                                                                                                     ------------
                                Spain  5.3%
    ES          73,000,000      Government of Spain, 11.60%, 01/15/97............................        616,257
    ES         100,000,000      Government of Spain, 10.90%, 08/30/03............................        875,103
                                                                                                     ------------
                                                                                                       1,491,360
                                                                                                     ------------
                                Sweden  7.4%
    SE           5,100,000      Staten Bostadiffinansier, 12.50%, 01/23/97.......................        799,080
    SE           1,800,000      Staten Bostadiffinansier, 11.00%, 01/21/99.......................        289,335
    SE           8,000,000      Government of Sweden, 6.00%, 02/09/05............................      1,022,514
                                                                                                     ------------
                                                                                                       2,110,929
                                                                                                     ------------
                                United Kingdom  10.3%
    GB             300,000      Abbey National Treasury Service, 10.50%, 04/22/97................        488,959
    GB             460,000      Export-Import Bank of Japan, 10.75%, 05/15/01....................        818,852
    GB             270,000      Government of Italy, Eurobonds, 10.50%, 04/28/14.................        479,582
    GB             715,000      United Kingdom Treasury, Conversion, 7.00%, 08/06/97.............      1,124,266
                                                                                                     ------------
                                                                                                       2,911,659
                                                                                                     ------------
                                       Total Long Term Investments (Cost $25,341,754)............     26,376,284
                                                                                                     ------------
                            e,f Receivable from Repurchase Agreement  3.7%
    US           1,005,476      Joint Repurchase Agreement, 5.745%, 01/02/96 (Maturity
                                 Value $1,046,558) (Cost $1,046,391)
                                 Bear Stearns & Co., Inc. (Maturity Value $159,300)
                                  Collateral: U.S. Treasury Notes, 5.75% - 8.875%, 02/29/96 - 08/31/00
                                 Daiwa Securities America, Inc. (Maturity Value $90,758)
                                  Collateral: U.S. Treasury Bills, 08/22/96
                                              U.S. Treasury Notes, 5.125% - 6.25%, 08/31/96 - 06/30/98
                                 Donaldson, Lufkin & Jenrette Securities Corp.
                                  (Maturity Value $159,300)
                                   Collateral: U.S. Treasury Notes, 5.125% - 8.75%, 03/31/97 - 11/30/99
                                 Fuji Government Securities (Maturity Value $159,300)
                                   Collateral: U.S. Treasury Notes, 7.50%, 12/31/96 - 10/31/99
                                 Lehman Brothers, Inc. (Maturity Value $159,300)
                                   Collateral: U.S. Treasury Notes, 5.75% - 8.75%, 09/30/97 - 09/30/00
                                 SBC Capital Markets, Inc. (Maturity Value $159,300)
                                   Collateral: U.S. Treasury Notes, 7.50%, 10/31/99
                                 UBS Securities, Inc. (Maturity Value $159,300)
                                   Collateral: U.S. Treasury Notes, 6.75%-7.75%, 04/30/97-01/31/00   $ 1,046,391
                                                                                                     ------------
                                            Total Investments (Cost $26,388,145)  96.7%..........     27,422,675
                                            Other Assets and Liabilities, Net  3.3%..............        929,733
                                                                                                     ------------
                                            Net Assets  100.0%...................................    $28,352,408
                                                                                                     ============
                                At December 31, 1995, the net unrealized appreciation based
                                 on the cost of investments for income tax purposes of $26,388,145
                                 was as follows:
                                  Aggregate gross unrealized appreciation for all investments in which
                                   there was an excess of value over tax cost....................    $ 1,673,696
                                  Aggregate gross unrealized depreciation for all investments in which
                                   there was an excess of tax cost over value....................       (639,166)
                                                                                                     ------------
                                  Net unrealized appreciation....................................    $ 1,034,530
                                                                                                     ============


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.
eFace amount for repurchase agreement is for the underlying collateral.
fSee Note 1(h) regarding joint repurchase agreement.
hZero coupon bonds. Accretion rate may vary.

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


<TABLE>
<CAPTION>
FRANKLIN PARTNERS FUNDS

Statement of Investments in Securities and Net Assets, December 31, 1995


    Face                                                                                                Value
   Amount         Franklin Tax-Advantaged U.S. Government Securities Fund                             (Note 1)
 --------------------------------------------------------------------------------------------------------------
<S>               <C>                                                                                <C>
                  Government National Mortgage Association (GNMA)  97.2%
$  9,525,648      GNMA I, SF, 6.00%, 10/15/23 - 11/15/23........................................     $ 9,257,739
  64,261,243      GNMA I, SF, 6.50%, 05/15/23 - 03/15/24........................................      63,819,446
   7,293,440      GNMA II, 6.50%, 09/20/23......................................................       7,188,597
  16,536,993      GNMA I, PL, 7.00%, 05/15/13 - 06/15/28........................................      16,666,196
  53,707,869      GNMA I, SF, 7.00%, 03/15/22 - 07/15/25........................................      54,396,026
  20,670,502      GNMA II, 7.00%, 11/20/16 - 11/20/23...........................................      20,793,243
  35,967,482      GNMA I, SF, 7.50%, 01/15/17 - 04/15/23........................................      37,024,026
  59,601,587      GNMA II, 7.50%, 09/20/16 - 12/20/25...........................................      60,979,874
   1,159,051      GNMA I, PL, 8.00%, 03/15/32...................................................       1,196,721
  54,895,627      GNMA I, SF, 8.00%, 11/15/15 - 09/15/24........................................      57,228,691
  10,962,774      GNMA II, 8.00%, 11/20/16 - 08/20/22...........................................      11,346,471
   7,153,307      GNMA I, PL, 8.25%, 07/15/31...................................................       7,414,853
  16,492,634      GNMA I, SF, 8.50%, 06/15/16 - 05/15/22........................................      17,327,573
   5,622,506      GNMA II, 8.50%, 11/20/21 - 03/20/22...........................................       5,857,949
   4,291,767      GNMA I, SF, 9.00%, 05/15/16 - 11/15/21........................................       4,550,616
   3,260,953      GNMA I, SF, 9.50%, 01/15/17 -10/15/21.........................................       3,502,468
     840,000    i GNMA II, 9.50%, 04/20/25......................................................         887,513
      44,888      GNMA, GPM, 9.75%, 08/15/16....................................................          48,163
   5,898,876      GNMA I, SF, 10.00%, 10/15/11 - 08/15/21.......................................       6,485,077
     804,925      GNMA II, 10.00%, 10/20/16 - 11/20/20..........................................         868,313
     150,373      GNMA, GPM, 10.25%, 02/15/16 - 09/15/20........................................         163,860
     948,988      GNMA I, SF, 10.50%, 02/15/16 - 07/15/19.......................................       1,054,563
   1,698,143      GNMA II, 10.50%, 07/20/17 - 02/20/19..........................................       1,849,914
     233,868      GNMA I, SF, 11.00%, 10/15/13 - 09/15/14.......................................         264,271
   1,239,574      GNMA II, 11.00%, 07/20/17 - 05/20/19..........................................       1,372,053
     150,393      GNMA I, SF, 11.50%, 08/15/16 - 12/15/17.......................................         171,824
     454,403      GNMA II, 11.50%, 08/20/16 - 03/20/19..........................................         508,221
     169,756      GNMA I, SF, 12.00%, 06/15/15..................................................         195,910
                                                                                                     ------------
                  Total Long Term Investments (Cost $388,653,319)...............................     392,420,171
                                                                                                     ------------
              e,f Receivable from Repurchase Agreement  2.8%
  10,768,625      Joint Repurchase Agreement, 5.745%, 01/02/96 (Maturity Value $11,209,931)
                   (Cost $11,208,143)
                    Bear Stearns & Co., Inc. (Maturity Value $1,706,301)
                     Collateral: U.S. Treasury Notes, 5.75% - 8.875%, 02/29/96 - 08/31/00
                    Daiwa Securities America, Inc. (Maturity Value $972,125)
                     Collateral: U.S. Treasury Bills, 08/22/96
                                 U.S. Treasury Notes, 5.125% - 6.25%, 08/31/96 - 06/30/98
                    Donaldson, Lufkin & Jenrette Securities Corp. (Maturity Value $1,706,301)
                     Collateral: U.S. Treasury Notes, 5.125% - 8.75%, 03/31/97 - 11/30/99
                    Fuji Government Securities (Maturity Value $1,706,301)
                     Collateral: U.S. Treasury Notes, 7.50%, 12/31/96 - 10/31/99
                    Lehman Brothers, Inc. (Maturity Value $1,706,301)
                     Collateral: U.S. Treasury Notes, 5.75% - 8.75%, 09/30/97 - 09/30/00
                    SBC Capital Markets, Inc. (Maturity Value $1,706,301)
                     Collateral: U.S. Treasury Notes, 7.50%, 10/31/99
                    UBS Securities, Inc. (Maturity Value $1,706,301)
                     Collateral: U.S. Treasury Notes, 6.75% - 7.75%, 04/30/97 - 01/31/00........    $ 11,208,143
                                                                                                     ------------
                               Total Investments (Cost $399,861,462)  100%......................     403,628,314
                               Liabilities in Excess of Other Assets, Net.......................         (63,493)
                                                                                                     ------------
                               Net Assets  100.0%...............................................    $403,564,821
                                                                                                     ============


                   At December 31, 1995, the net unrealized appreciation based on the cost of
                    investments for income tax purposes of $399,885,254 was as follows:
                     Aggregate gross unrealized appreciation for all investments in which there was
                      an excess of value over tax cost..........................................     $ 5,824,238
                     Aggregate gross unrealized depreciation for all investments in which there was
                      an excess of tax cost over value..........................................      (2,081,178)
                                                                                                     ------------
                     Net unrealized appreciation................................................     $ 3,743,060
                                                                                                     ============


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



eFace amount for repurchase agreement is for the underlying collateral.
fSee Note 1(h) regarding joint repurchase agreement.
iSee 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.
</TABLE>


<TABLE>
<CAPTION>
FRANKLIN PARTNERS FUNDS

Statement of Investments in Securities and Net Assets, December 31, 1995


    Face                                                                                                Value
   Amount       Franklin Tax-Advantaged High Yield Securities Fund                                    (Note 1)
- ---------------------------------------------------------------------------------------------------------------
<S>             <C>                                                                                  <C>
                Corporate Bonds  89.2%
                Automotive  0.7%
$ 1,100,000     SPX Corp., senior sub. notes, 11.75%, 06/01/02 .................................     $ 1,182,500
                                                                                                     ------------
                Cable Television  10.2%
  3,500,000     Cablevision System Corp., senior sub. notes, 9.25%, 11/01/05 ...................       3,666,250
  2,000,000     Comcast Corp., senior sub., 9.125%, 10/15/06 ...................................       2,090,000
  1,500,000     Comcast Corp., senior sub. deb., 9.50%, 01/15/08 ...............................       1,590,000
  1,900,000     Continental Cablevision, Inc., senior sub. deb., 9.00%, 09/01/08 ...............       1,995,000
  1,000,000   d Diamond Cable Communication Co., senior disc. notes, zero coupon to 12/15/00,
                 (original accretion rate 11.75%), 11.75% thereafter, 12/15/05..................         590,000
  1,200,000   g Rogers Cablesystems, Inc., senior secured deb. (Canada), 9.65%, 01/15/14 .......         770,245
    800,000     Rogers Communications, Inc., deb., 10.875%, 04/15/04 ...........................         835,000
    200,000 a,c Scott Cable Communications, Inc., S.F., sub. deb., 12.25%, 04/15/01 ............         132,000
  5,000,000   d Telewest PLC, deb., zero coupon to 10/01/00, (original accretion rate 11.00%),
                 11.00% thereafter, 10/01/07....................................................       3,012,500
  1,500,000     Time Warner, Inc., senior notes, 9.125%, 01/15/13 ..............................       1,676,250
                                                                                                     ------------
                                                                                                      16,357,245
                                                                                                     ------------
                Chemicals  4.6%
  1,250,000     Applied Extrusion Technology, senior notes, 11.50%, 04/01/02 ...................       1,348,438
  2,000,000     Arcadian Partners L.P., senior notes, Class B, 10.75%, 05/01/05 ................       2,210,000
  1,500,000     Harris Chemical North America, Inc., senior sub. notes, 10.75%, 10/15/03 .......       1,357,500
  2,225,000     IMC Fertilizer Group, Inc., senior notes, 10.75%, 06/15/03 .....................       2,458,625
                                                                                                     ------------
                                                                                                       7,374,563
                                                                                                     ------------
                Consumer Goods  4.7%
  1,300,000     Herff Jones, Inc., senior sub notes, 11.00%, 08/15/05 ..........................       1,391,000
  2,250,000   b Hines Horticulture, Inc., senior sub notes, 11.75%, 10/15/05 ...................       2,345,625
  2,000,000     Playtex Family Products Corp., senior sub. notes, 9.00%, 12/15/03 ..............       1,770,000
  2,000,000     Revlon Consumers Products Corp., senior sub. notes, 10.50%, 02/15/03 ...........       2,060,000
                                                                                                     ------------
                                                                                                       7,566,625
                                                                                                     ------------
                Financial  .5%
    750,000     American Reinsurance Corp., senior sub. notes, 10.875%, 09/15/04 ...............         841,172
                                                                                                     ------------
                Food & Beverages  7.1%
    950,000 a,c Beatrice Foods Inc., senior sub notes, 12.00%, 12/01/01 ........................         289,750
  1,500,000     Coca Cola Bottling Group Southwest, Inc., senior sub. notes, 9.00%, 11/15/03 ...       1,518,750
  1,800,000     Curtice-Burns Foods Inc., senior sub. notes, 12.25%, 02/01/05 ..................       1,845,000
  2,065,000   d 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..................       2,188,900
  1,800,000     PMI Acquisition Corp., senior sub. notes, 10.25%, 09/01/03 .....................       1,849,500
  2,250,000     Specialty Foods Corp., senior notes, 10.25%, 08/15/01 ..........................       2,126,250
  1,500,000     Texas Bottling Group, Inc., senior sub. notes, 9.00%, 11/15/03 .................       1,507,500
                                                                                                     ------------
                                                                                                      11,325,650
                                                                                                     ------------
                Food Retailing  6.9%
$ 1,400,000     Brunos, Inc., senior sub. notes, 10.50%, 08/01/05 ..............................     $ 1,389,500
  2,000,000     Dominick's Finer Foods, Inc., senior sub. notes, 10.875%, 05/01/05 .............       2,115,000
  2,000,000     Grand Union Co., senior notes, 12.00%, 09/01/04 ................................       1,740,000
  2,000,000     Pathmark Stores, Inc., senior sub. notes, 9.625%, 05/01/03 .....................       1,935,000
  1,000,000     Pathmark Stores, Inc., S.F., sub. notes, 11.625%, 06/15/02 .....................       1,010,000
  1,000,000     Penn Traffic Co., senior notes, 8.625%, 12/15/03 ...............................         891,250
  1,000,000     Ralphs Grocery Co., senior notes, 10.45%, 06/15/04 .............................       1,017,500
  1,000,000     Ralphs Grocery Co., senior sub. notes, 11.00%, 06/15/05 ........................         980,000
                                                                                                     ------------
                                                                                                      11,078,250
                                                                                                     ------------
                Forest & Paper Products  6.6%
  1,500,000     Container Corp. of America, guaranteed, senior notes, 11.25%, 05/01/04 .........       1,537,500
  1,000,000     Fort Howard Corp., senior sub. notes, 9.00%, 02/01/06 ..........................         987,500
  1,500,000     Fort Howard Corp., sub. notes, 10.00%, 03/15/03 ................................       1,560,000
  1,500,000     REPAP Wisconsin, Inc., senior notes, 9.875%, 05/01/06 ..........................       1,432,500
    500,000     S.D. Warren Co., senior sub. notes, 12.00%, 12/15/04 ...........................         552,500
  3,000,000     Rapp International Finance Co., company guarantee, 13.25%, 12/15/05 ............       2,955,000
  1,500,000     Tembec Finance Corp., senior notes, 9.875%, 09/30/05 ...........................       1,481,250
                                                                                                     ------------
                                                                                                      10,506,250
                                                                                                     ------------
                Gaming & Leisure  8.7%
  1,000,000     Aztar Corp., senior sub. notes, 13.75%, 10/01/04 ...............................       1,112,500
  2,000,000     Bally's Grand, first mortgage, Series B, 10.375%, 12/15/03 .....................       2,040,000
    500,000 a,c Harrah's Jazz Co., first mortgage, 14.25%, 11/15/01 ............................         142,500
  1,600,000     Grand Casinos, Inc., first mortgage, 10.125%, 12/01/03 .........................       1,680,000
  1,000,000     Players International, Inc., senior notes, 10.875%, 04/15/05 ...................         943,750
  2,500,000     Rio Hotel & Casino, Inc., senior sub. notes, 10.625%, 07/15/05 .................       2,575,000
  2,000,000     Showboat, Inc., senior sub. notes, 13.00%, 08/01/09 ............................       2,260,000
  4,000,000   d Six Flags Theme Parks, senior sub. notes, zero coupon to 06/15/98, (original accretion
                 rate 12.25%), 12.25% thereafter, 06/15/05 .....................................       3,140,000
                                                                                                     ------------
                                                                                                      13,893,750
                                                                                                     ------------
                Health Care Services  12.6%
  4,000,000     Abbey Healthcare Group, Inc., senior sub. notes, 9.50%, 11/01/02 ...............       4,260,000
  1,000,000     Dade International, Inc., senior sub. notes, 13.00%, 02/01/05 ..................       1,120,000
  1,750,000     Integrated Health Services, Inc., senior sub. notes, 9.625%, 05/31/02 ..........       1,778,438
  3,000,000     IVAC Corp., senior notes, 9.25%, 12/01/02 ......................................       3,090,000
  1,000,000     OrNda Healthcorp., S.F., senior sub deb., 12.25%, 05/15/02 .....................       1,100,000
  3,000,000     Regency Health Services, Inc., senior sub. notes, 9.875%, 10/15/02 .............       2,992,500
  1,500,000     Sola Group, Ltd., senior sub. notes, 6.00%, 12/15/03 ...........................       1,436,250
                Health Care Services (cont.)
$   250,000     Tenet Healthcare Corp., senior notes, 9.625%, 09/01/02 .........................       $ 277,500
  3,000,000     Tenet Healthcare Corp., senior notes, 8.625%, 12/01/03 .........................       3,150,000
    900,000     Tenet Healthcare Corp., senior sub notes, 10.125%, 03/01/05 ....................       1,001,250
                                                                                                     ------------
                                                                                                      20,205,938
                                                                                                     ------------
                Industrial  4.2%
  3,500,000   d American Standard, Inc., senior sub. deb., zero coupon to 06/01/98, (original
                 accretion rate 10.50%), 10.50% thereafter, 06/01/05............................       3,010,000
  1,250,000     Calmar Inc., senior sub. notes, 11.50%, 08/15/05 ...............................       1,273,438
    750,000     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
    800,000     Nortek, Inc., senior sub. notes, 9.875%, 03/01/04 ..............................         748,000
                                                                                                     ------------
                                                                                                       6,788,938
                                                                                                     ------------
                Lodging  5.0%
  2,000,000     HMH Properties, Inc., senior notes, 9.50%, 05/15/05 ............................       2,052,500
  3,000,000   b John Q. Hammons Hotels L.P., first mortgage, 9.75%, 10/01/05 ...................       3,022,500
  3,000,000     Red Roof Inns, Inc., senior notes, 9.625%, 12/15/03 ............................       2,947,500
                                                                                                     ------------
                                                                                                       8,022,500
                                                                                                     ------------
                Media & Broadcasting  6.7%
  1,500,000     Act III Broadcasting, senior sub. notes, 10.25%, 12/15/05 ......................       1,530,000
  1,000,000     American Media Operation, senior sub. notes, 11.625%, 11/15/04 .................       1,010,000
  2,700,000     Granite Broadcasting Corp., senior sub. notes, 10.375%, 05/15/05 ...............       2,794,500
  1,500,000     K-III Communications Corp., S.F., senior notes, 10.25%, 06/01/04 ...............       1,612,500
    500,000     News America Holdings, Inc., senior notes, 9.125%, 10/15/99 ....................         551,274
  2,000,000     SCI Television, Inc., senior notes, 11.00%, 06/30/05 ...........................       2,110,000
  1,100,000     Sinclair Broadcast Group, Inc., senior sub. notes, 10.00%, 09/30/05 ............       1,119,250
                                                                                                     ------------
                                                                                                      10,727,524
                                                                                                     ------------
                Metals & Mining  0.9%
  1,500,000     Algoma Steel, Inc., first mortgage, 12.375%, 07/15/05 ..........................       1,361,250
                                                                                                     ------------
                Restaurants  0.7%
  1,500,000     Flagstar Corp., S.F., senior sub. deb., 11.25%, 11/01/04 .......................       1,072,500
                                                                                                     ------------
                Retail  1.0%
  1,500,000     Eckerd Jack Corp., senior sub. notes, 9.25%, 02/15/04 ..........................       1,595,625
                                                                                                     ------------
                Technology & Information Services  2.6%
  2,000,000     ADT Operations, guaranteed senior sub. notes, 9.25%, 08/01/03 ..................       2,152,500
  1,500,000     Bell & Howell Co., senior notes, 9.25%, 07/15/00 ...............................       1,545,000
    400,000     Bell & Howell Co., senior sub. notes, 10.75%, 10/01/02 .........................         426,000
                                                                                                     ------------
                                                                                                       4,123,500
                                                                                                     ------------
                Textiles & Apparel  0.9%
$ 1,030,000 a,c Forstmann Textile & Co., Inc., S.F.., senior sub. notes, 14.75%, 04/15/99 ......       $ 437,750
  1,000,000     Westpoint Stevens, Inc., senior sub. deb., 9.375%, 12/15/05 ....................         992,500
                                                                                                     ------------
                                                                                                       1,430,250
                                                                                                     ------------
                Transportation  2.4%
  1,500,000     Gearbulk Holding, Ltd., senior notes, 11.25%, 12/01/04 .........................       1,608,750
  2,000,000     Southern Pacific Transportation Co., senior notes, 9.375%, 08/15/05 ............       2,185,000
                                                                                                     ------------
                                                                                                       3,793,750
                                                                                                     ------------
                Utilities  0.7%
  1,000,000     Midland Funding II, S.F., senior lease obligation, Series B, 13.25%, 07/23/06 ..       1,105,236
                                                                                                     ------------
                Wireless Communication  1.5%
  2,500,000   d Dial Call Communications, units, senior disc. notes, zero coupon to 04/15/99,
                 (original accretion rate 12.25%), 12.25% thereafter, 04/15/04..................       1,437,500
  1,000,000     Roger Cantel Mobile Communications, Inc., senior sub. notes, 10.75%, 11/01/01...       1,058,750
                                                                                                     ------------
                                                                                                       2,496,250
                                                                                                     ------------
                       Total Corporate Bonds (Cost $141,234,231)................................     142,849,266
                                                                                                     ------------
   Shares/
  Warrants
                Common Stocks  0.9%
     50,817   a Kash N' Karry Food Stores, Inc. (Cost $1,462,392)...............................       1,333,943
                                                                                                     ------------
                Warrants  0.0%
      2,500   a Dial Page, Inc. ................................................................              25
        300   a Foodmaker, Inc. ................................................................           4,451
                                                                                                     ------------
                    Total Warrants (Cost $1,828)                                                           4,476
                                                                                                     ------------
                    Total Long Term Investments (Cost $142,698,451).............................     144,187,685

                                                                                                     ------------
    Face
   Amount
  --------
            e,f Receivable from Repurchase Agreement  5.2%
$ 8,038,124     Joint Repurchase Agreement, 5.745%, 01/02/96 (Maturity Value $8,368,454)
                 (Cost $8,367,118)
                 Bear Sterns & Co., Inc. (Maturity Value $1,273,790)
                  Collateral: U.S. Treasury Notes, 5.75% - 8.875%, 02/29/96 - 08/31/00
                 Daiwa Securities America, Inc. (Maturity Value $725,714)
                  Collateral: U.S. Treasury Bills, 8/22/96
                              U.S. Treasury Notes, 5.125% - 6.25%, 08/31/96 - 06/30/98
                 Donaldson, Lufkin & Jenrette Securities Corp. (Maturity Value $1,273,790)
                  Collateral: U.S. Treasury Notes, 5.125% - 8.75%, 03/31/97 - 11/30/99
                 Fuji Government Securities (Maturity Value $1,273,790)
                  Collateral: U.S. Treasury Notes, 7.50%, 12/31/96 - 10/31/99
                 Lehman Brothers, Inc. (Maturity Value $1,273,790)
                  Collateral: U.S. Treasury Notes, 5.75% - 8.75%, 09/30/97 - 09/30/00
                 SBC Capital Markets, Inc. (Maturity Value $1,273,790)
                  Collateral: U.S. Treasury Notes, 7.50%, 10/31/99
                 UBS Securities, Inc. (Maturity Value $1,273,790)
                  Collateral: U.S. Treasury Notes, 6.75% - 7.75%, 04/30/97 - 01/31/00 ..........     $ 8,367,118
                                                                                                     ------------
                            Total Investments (Cost $151,065,569)  95.3%........................     152,554,803
                            Other Assets and Liabilities, Net  4.7%.............................       7,525,261
                                                                                                     ------------
                            Net Assets  100.0%..................................................    $160,080,064
                                                                                                     ============


                At December 31, 1995, the net unrealized appreciation based on the cost of
                 investments for income tax purposes of $151,065,569 was as follows:
                  Aggregate gross unrealized appreciation for all investments for which there was
                   an excess of value over tax cost.............................................     $ 5,125,547
                  Aggregate gross unrealized depreciation for all investments for which there was
                   an excess of tax cost over value.............................................      (3,636,313)
                                                                                                     ------------
                  Net unrealized appreciation...................................................     $ 1,489,234
                                                                                                     ============


PORTFOLIO ABBREVIATION:
S.F. - Sinking Fund



aNon-Income producing.
bSee Note 5 regarding Rule 144A securities.
cSee Note 6 regarding defaulted securities.
dZero coupon/step-up bonds. The current effective yield may vary. The original accretion rate will remain constant.
eFace amount for repurchase agreement is for the underlying collateral.
fSee Note 1(h) regarding joint repurchase agreement.
gFace amount is stated in foreign currency and value is stated in U.S. dollars.

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


<TABLE>
<CAPTION>
FRANKLIN PARTNERS FUNDS

Financial Statements

Statements of Assets and Liabilities
December 31, 1995

                                                                    Franklin          Franklin          Franklin
                                                                 Tax-Advantaged    Tax-Advantaged    Tax-Advantaged
                                                                  International    U.S. Government     High Yield
                                                                    Bond Fund      Securities Fund   Securities Fund
                                                                   -----------       -----------       ----------
<S>                                                                 <C>             <C>              <C>
Assets:
 Investments in securities:
  At identified cost...........................................     $25,341,754     $388,653,319     $142,698,451
                                                                    ===========      ===========      ===========
  At value.....................................................      26,376,284      392,420,171      144,187,685
 Receivable from repurchase agreement, at value and cost.......       1,046,391       11,208,143        8,367,118
 Cash..........................................................              --               --        4,829,321
 Foreign currencies (Cost $497,978)............................         496,646               --               --
 Receivables:
  Interest.....................................................       1,004,441        2,228,895        2,824,244
  From affiliates..............................................          21,521               --               --
                                                                    -----------      -----------      -----------
       Total assets............................................      28,945,283      405,857,209      160,208,368
                                                                    -----------      -----------      -----------
Liabilities:
 Payables:
  Investment securities purchased:
   Regular delivery............................................         496,645               --               --
   When-issued or delayed delivery (Note 1)....................              --          889,461               --
  Distributions to partners....................................              --          521,017           10,692
  Management fees..............................................          10,234          171,866           76,768
  Distribution fees............................................           4,120           53,996           27,810
  Partners' servicing costs....................................             968            6,552            2,160
 Bank overdraft................................................          78,677          610,804               --
 Accrued expenses and other payables...........................           2,231           38,692           10,874
                                                                    -----------      -----------      -----------
       Total liabilities.......................................         592,875        2,292,388          128,304
                                                                    -----------      -----------      -----------
 Net assets, at value..........................................     $28,352,408     $403,564,821     $160,080,064
                                                                    ===========      ===========      ===========
 Net assets consist of:
  Net unrealized appreciation on investments and translation
   of assets and liabilities denominated in foreign currencies.      $1,044,595       $3,766,852       $1,488,940
  Undistributed net realized gain (loss) from investments
   and foreign currency transactions...........................         648,919      (10,858,732)      (3,133,305)
  Partners' capital............................................      26,658,894      410,656,701      161,724,429
                                                                    -----------      -----------      -----------
 Net assets, at value..........................................     $28,352,408     $403,564,821     $160,080,064
                                                                    ===========      ===========      ===========
  Shares outstanding...........................................       2,370,404       37,384,174       18,377,717
                                                                    ===========      ===========      ===========
  Net asset value per share*...................................          $11.96           $10.80            $8.71
                                                                    ===========      ===========      ===========
  Maximum offering price per share (100/95.75 of net asset
   value per share)............................................          $12.49           $11.28            $9.10
                                                                    ===========      ===========      ===========


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

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


<TABLE>
<CAPTION>
FRANKLIN PARTNERS FUNDS

Financial Statements (cont.)

Statements of Operations
for the year ended December 31, 1995

                                                                    Franklin          Franklin          Franklin
                                                                 Tax-Advantaged    Tax-Advantaged    Tax-Advantaged
                                                                  International    U.S. Government     High Yield
                                                                    Bond Fund      Securities Fund   Securities Fund
                                                                   -----------       -----------       ----------
<S>                                                                 <C>              <C>               <C>
Investment income:
 Interest (Note 1)............................................      $1,987,190       $32,078,189       $10,603,694
                                                                   -----------       -----------       -----------
Expenses:
 Management fees (Note 4).....................................         151,345         2,173,657           678,079
 Distribution fees (Note 4)...................................          21,777           310,266           114,863
 Partners' servicing costs (Note 4)...........................          11,515            83,534            23,540
 Custodian fees...............................................          22,317            38,409             9,595
 Registration fees............................................          12,932            14,199            19,906
 Professional fees............................................           9,439            33,208            23,578
 Reports to partners..........................................           5,782            45,805            12,486
 Managing partners' fees and expenses.........................              --             6,135             6,031
 Other........................................................           4,446            46,357             7,437
 Expenses waived by manager (Note 4)..........................        (141,111)               --                --
                                                                   -----------       -----------       -----------
      Total expenses..........................................          98,442         2,751,570           895,515
                                                                   -----------       -----------       -----------
        Net investment income.................................       1,888,748        29,326,619         9,708,179
                                                                   -----------       -----------       -----------
Realized and unrealized gain (loss) from investments
 and foreign currency:
  Net realized gain (loss) from:
   Investments................................................          40,172        (2,853,964)          589,474
   Foreign currency transactions..............................          45,401                --              (765)
  Net unrealized appreciation on: 
   Investments................................................       2,485,612        46,981,743         7,378,235
   Translation of assets and liabilities denominated
    in foreign currencies.....................................           3,561                --               666
                                                                   -----------       -----------       -----------
Net realized and unrealized gain from investments and
 foreign currency transactions................................       2,574,746        44,127,779         7,967,610
                                                                   -----------       -----------       -----------
Net increase in net assets resulting from operations..........      $4,463,494       $73,454,398       $17,675,789
                                                                   ===========       ===========       ===========


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


<TABLE>
<CAPTION>
FRANKLIN PARTNERS FUNDS

Financial Statements (cont.)

Statements of Changes in Net Assets
for the years ended December 31, 1995 and 1994


                               Franklin Tax-Advantaged       Franklin Tax-Advantaged         Franklin Tax-Advantaged
                               International Bond Fund    U.S. Government Securities Fund   High Yield Securities Fund
                               -----------------------        -----------------------        -----------------------
                                1995            1994          1995             1994            1995           1994
                              ---------      ---------      ---------       ---------        ---------     ---------
<S>                           <C>            <C>            <C>             <C>              <C>           <C>
Increase (decrease) in
 net assets:
  Operations:
 Net investment income....    $ 1,888,748    $ 1,719,247    $ 29,326,619    $ 36,487,364     $ 9,708,179   $ 7,159,755
 Net realized gain (loss)
  from investments and
  foreign currency
  transactions............         85,573        (79,743)     (2,853,964)     (6,576,310)        588,709       410,528
 Net unrealized appre-
  ciation (depreciation)
  on investments and
  translation of assets
  and liabilities denomi-
  nated in foreign
  currencies..............      2,489,173     (1,184,700)     46,981,743     (54,248,227)      7,378,901    (9,329,425)
                                ---------      ---------      ----------      ----------      ----------     ---------
    Net increase
     (decrease) in net
     assets resulting
     from operations......      4,463,494        454,804      73,454,398     (24,337,173)     17,675,789    (1,759,142)
Distributions to partners
 from undistributed net
 investment income........     (1,970,655)    (1,626,579)    (29,326,619)    (36,487,364)     (9,853,364)   (7,005,950)
Increase (decrease)
 in net assets from
 partnership's capital
 shares transactions
 (Note 2).................      3,134,327      4,291,465     (96,984,064)    (56,761,159)     71,106,906    20,370,511
                                ---------      ---------      ----------      ----------      ----------     ---------
     Net increase
      (decrease) in
      net assets..........      5,627,166      3,119,690     (52,856,285)   (117,585,696)     78,929,331    11,605,419
Net assets:
 Beginning of year........     22,725,242     19,605,552     456,421,106     574,006,802      81,150,733    69,545,314
                                ---------      ---------      ----------      ----------      ----------     ---------
 End of year..............    $28,352,408    $22,725,242    $403,564,821    $456,421,106    $160,080,064   $81,150,733
                                =========      =========      ==========      ==========      ==========     =========
Undistributed net invest-
 ment income included
 in net assets:
   Beginning of year......            $--      $ 52,452             $--              $--       $ 145,950           $--
                                =========     =========      ==========       ==========      ==========     =========
   End of year............            $--           $--             $--              $--             $--     $ 145,950
                                ---------     ---------      ----------       ----------      ----------     ---------
                                ---------     ---------      ----------       ----------      ----------     ---------

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



FRANKLIN PARTNERS FUNDS

Notes to Financial Statements


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 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. Security Valuations:

Portfolio  securities listed on a securities exchange or on the NASDAQ for which
market quotations are readily available are valued at the last sale price or, if
there is no sale price, within the range of the most recent quoted bid and asked
prices.  Other  securities  are valued based on a variety of factors,  including
yield, risk,  maturity,  trade activity and recent  developments  related to the
securities.  The Funds may  utilize a  pricing  service,  bank or  broker/dealer
experienced  in such  matters to perform  any of the  pricing  functions,  under
procedures  approved by the  Managing  General  Partners.  Securities  for which
market  quotations  are not available are valued in accordance  with  procedures
established by the Managing General Partners.

The value of a foreign  security is determined as of the earlier of the close of
trading on the foreign exchange on which it is traded or the close of trading on
the New York Stock  Exchange.  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  asked  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 Fund's net asset  value,  unless  material.  If events  which  materially
affect the value of these  foreign  securities  occur during such period,  these
securities  will be valued in  accordance  with  procedures  established  by the
Managing General Partners.

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

b. Income Taxes:

No  provision  for income  taxes has been made as all income  and  expenses  are
allocated to the partners for inclusion in their individual income tax returns.

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.

d. Investment Income, Expenses and Distributions:

Interest  income and  estimated  expenses are accrued  daily.  Bond discount and
premium are amortized as required by the Internal  Revenue Code. 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.

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.


1. SIGNIFICANT ACCOUNTING POLICIES (cont.)

d. Investment Income, Expenses and Distributions (cont.)

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  holding  the
securities,  they may sell the  securities  before the  settlement  date.  These
securities  are  identified  on the  accompanying  Statement of  Investments  in
Securities  and Net  Assets.  The  Funds  have set aside  sufficient  investment
securities as collateral for these purchase commitments.

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 the  currencies  against U.S.  dollars on the
valuation  date.  Purchases  and sales of  securities,  income and  expenses are
translated at the rate of exchange quoted on the day that the  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.

Realized  foreign  exchange  gains or losses arise from sales and  maturities of
short-term  securities,  sales of foreign  currencies,  gains or losses realized
between  the trade  date and  settlement  dates on  security  transactions,  the
difference   between  the  amounts  of  dividends  and  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  or
depreciation  on  translation of assets and  liabilities  denominated in foreign
currencies arises from changes in the value of assets and liabilities other than
investments  in securities at the end of the reporting  period,  resulting  from
changes in exchange rates.

h. Repurchase Agreement:

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  agreement  are  allocated to the
Funds based on their pro-rata interest.  A repurchase agreement is accounted for
as a  loan  by the  Fund  to  the  seller,  collateralized  by  underlying  U.S.
government securities,  which are delivered to the Fund's custodian.  The market
value, including accrued interest, of the initial  collateralization is required
to be at least 102% of the dollar amount  invested by the Funds,  with the value
of the underlying  securities  marked to market daily to maintain coverage of at
least 100%. At December 31, 1995, all outstanding  repurchase agreements held by
the Funds had been entered into on December 29, 1995.

<TABLE>
<CAPTION>
2. SHARES OF PARTNERSHIP INTEREST

Transactions in each of the Fund's shares for the years ended December 31, 1995 and 1994 were as follows:

                                     Franklin Tax-Advantaged        Franklin Tax-Advantaged           Franklin Tax-Advantaged
                                     International Bond Fund     U.S. Government Securities Fund     High Yield Securities Fund
                                     -----------------------         -----------------------          -----------------------
                                     Shares           Amount         Shares           Amount          Shares           Amount
                                     ------           ------         ------           ------          ------           ------
<S>                                  <C>           <C>              <C>          <C>               <C>             <C>
1995
 Shares sold......................   557,692       $6,480,608       3,205,874    $ 33,350,176      10,027,425      $86,570,022
 Shares issued in reinvestment
  of distributions................   138,785        1,586,635       1,594,639      16,617,604         729,778        6,243,333
 Shares redeemed..................  (410,941)      (4,676,761)    (13,329,334)   (138,191,463)     (3,054,821)     (26,213,781)
 Changes from exercise of
  exchange privilege:
   Shares sold....................    57,269          663,732         155,431       1,628,707         618,054        5,327,591
   Shares redeemed................   (80,634)        (919,887)     (1,002,222)    (10,389,088)        (96,688)        (820,259)
                                     -------        ---------       ---------     -----------        --------       ----------
 Net increase (decrease) .........   262,171       $3,134,327      (9,375,612)  $ (96,984,064)      8,223,748      $71,106,906
                                     =======        =========       =========     ===========        ========       ==========
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
                                     =======        =========       =========     ===========        ========       ==========
</TABLE>

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

Aggregate  purchases and sales of securities  (excluding  purchases and sales of short-term  securities) for the year ended
December 31, 1995, were as follows:

                                    Franklin Tax-Advantaged        Franklin Tax-Advantaged           Franklin Tax-Advantaged
                                    International Bond Fund     U.S. Government Securities Fund     High Yield Securities Fund
                                    -----------------------        -----------------------           -----------------------
<S>                                        <C>                          <C>                            <C>        
Purchases..........................        $3,958,764                   $14,352,544                    $76,801,839
                                         ===============           ====================              =================
Sales..............................        $1,113,024                   $91,497,002                    $18,693,782
                                         ===============           ====================              =================

For tax purposes,  the aggregate cost of securities is lower (and unrealized  appreciation  is higher) than for financial  reporting
purposes for the year ended December 31, 1995 by $23,792 in the Government Fund.
</TABLE>


4. TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

Under the terms of a management agreement,  Franklin Advisers,  Inc., (Advisers)
provides investment advice, administrative services, office space and facilities
to each Fund, and receives fees computed  monthly on the net assets of each Fund
at 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
Advisers 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
management  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 year ended December 31, 1995, Advisers agreed in
advance to waive  $141,111 of its  management  fees for the  International  Bond
Fund.

Pursuant to a  partners'  service  agreement  with  Franklin/Templeton  Investor
Services,  Inc.,  (Investor  Services),  the Funds  pay  costs on a per  partner
account  basis.  Such costs  incurred  for the year  ended  December  31,  1995,
aggregated  $11,515,  $83,534 and $23,540 for the  International  Bond Fund, the
Government Fund, and the High Yield Fund, respectively.

Under the terms of a Distribution  Plan pursuant to Rule 12b-1 of the Investment
Company Act of 1940, the Funds reimburse Franklin  Templeton/Distributors,  Inc.
(Distributors),  in an amount up to a maximum  of 0.15% per annum of the  Fund's
average  daily net assets for costs  incurred  in the  promotion,  offering  and
marketing of the Funds' shares. The plan does not permit nor require payments of
excess costs after plan  termination.  Fees incurred by the  International  Bond
Fund,  Government  Fund and High  Yield  Fund  under the  agreements  aggregated
$446,906 for the year ended December 31, 1995.

In its  capacity  as  underwriter  for the  shares  of the  Funds,  Distributors
received commissions on sales of such shares of the International Bond Fund, the
Government  Fund and the High Yield Fund for the year ended  December  31, 1995,
totaling  $102,938,  $632,871  and  $550,638,  respectively,  of which  $97,175,
$592,119 and $528,351  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.  Distributors may also
make payments, out of its own resources, to dealers for certain sales.

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


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 December  31, 1995,  the High Yield Fund
held 144A securities with a value aggregating  $5,368,125,  representing 3.3% of
the  Fund's  net  assets.  See the  accompanying  Statement  of  Investments  in
Securities and Net Assets for specific information of such securities.


6. CREDIT RISK AND DEFAULTED SECURITIES

Although the High Yield Fund has a diversified portfolio, 99.4% 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.  At December 31, 1995, the
Fund  held  4  defaulted   securities  with  a  value  aggregating   $1,002,000,
representing  0.63% of the Fund's net  assets.  For  information  as to specific
securities,  see the accompanying Statement of Investments in Securities and Net
Assets.

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, German and British securities.

     The  High  Yield  Fund  has  investments  in  excess  of 10%  in the  Cable
     Television and Health Care Services Industries.


7. OTHER CONSIDERATIONS

Advisers,  as the High Yield  Fund's  Manager,  may serve as a member of various
bondholders' committees, representing bondholders' interest in certain corporate
restructuring  negotiations.  Currently,  Advisers  serves  on the  bondholders'
committees for Beatrice Foods, Scott Cable and Forstman Textile.  As a result of
this involvement in these  committees,  Advisers may be in possession of certain
material  non-public  information.  The  Advisers has not, nor does it intend to
sell any of its holdings in these  securities  while in  possession  of material
non-public information in contravention of the Federal Securities laws.


<TABLE>
<CAPTION>
8. FINANCIAL HIGHLIGHTS

Selected data for each share outstanding throughout the period by Fund are as follows:

                  Per Share Operating Performance                                  Ratios/Supplemental Data
               -------------------------------------                            ------------------------------
                                                                                                               Ratio of Net
         Net Asset             Net Realized              Dividends   Net Asset          Net Assets  Ratio of    Investment
Period    Value at    Net      & Unrealized   Total From   From Net    Value              at End    Expenses      Income   Portfolio
 Ended   Beginning Investment   Gain (Loss)   Investment  Investment  at End    Total   of Period  to Average   to Average  Turnover
Dec. 31  of Period   Income    on Securities  Operations    Income   of Period  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>   
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       .938        1.180         2.118       (.938)     11.96   20.41     28,352       .41         7.85       4.90
Franklin Tax-Advantaged U.S. Government Securities Fund
<S>        <C>         <C>          <C>          <C>         <C>        <C>     <C>      <C>           <C>         <C>       <C>  
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       .706        1.040         1.746       (.706)     10.80   18.38    403,565       .64         6.82       3.50
Franklin Tax-Advantaged High Yield Securities Fund
<S>         <C>        <C>         <C>           <C>         <C>         <C>    <C>       <C>          <C>        <C>        <C>  
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       .770         .734         1.504       (.784)      8.71   19.46    160,080       .82         8.87      18.47

+Total return measures the change in value of an investment over the periods  indicated.  It is not annualized.  It does not include
the maximum  front-end sales charge or any applicable  deferred  contingent  sales charge and assumes  reinvestment of dividends 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,  Advisers 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, 1991, 1992, 1993, 1994 and 1995, respectively, would have been .89%, .92%, .97%, 1.06% and 1.00%.
</TABLE>



FRANKLIN PARTNERS FUNDS

Report of Independent Auditors


To the Limited Partners and Managing General Partners of

Franklin   Tax-Advantaged   International   Bond  Fund  (A  California   Limited
Partnership),
Franklin  Tax-Advantaged U.S.  Government  Securities Fund (A California Limited
Partnership), and
Franklin  Tax-Advantaged  High  Yield  Securities  Fund  (A  California  Limited
Partnership):

We have audited the  accompanying  statements of assets and  liabilities  of the
three funds  comprising  the  Franklin  Partners  Funds,  including  each Fund's
statements of investments in securities and net assets, as of December 31, 1995,
and each related statement of operations for the year then ended,  statements of
changes in net assets for each of the two years in the period  then  ended,  and
the  financial  highlights  for each of the five years in the period then ended.
These financial  statements and financial  highlights are the  responsibility of
the  Funds'  management.  Our  responsibility  is to express an opinion on these
financial statements and financial highlights based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
December 31, 1995, by  correspondence  with the custodian and brokers.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of the
three funds comprising the Franklin  Partners Funds as of December 31, 1995, the
results of their  operations  for the year then ended,  the changes in their net
assets for each of the two years in the period  then  ended,  and the  financial
highlights  for each of the five years in the period then ended,  in  conformity
with generally accepted accounting principles.

                                                        COOPERS & LYBRAND L.L.P.

San Francisco, California
January 31, 1996




Franklin Partners Fund

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


GRAPHIC MATERIAL (1)

This chart shows in pie chart format the Franklin Tax- davantaged International
Bond Fund's geographic distribution based on total net assets.

<TABLE>
<CAPTION>
Geographic Distribution on 12/31/95
<S>                                                <C>
Europe                                             61.3%
Australia/New Zealand                              19.7%
North America                                      10.0%
Asia                                                1.4%
Short-Term Obligations & Other Net Assets           7.6%
</TABLE>


GRAPHIC MATERIAL (2)

The following line graph hypothetically compares the performance of the Franklin
Tax-Advantaged  International Bond Fund to that of the Salomon Brothers Non-U.S.
World  Government  Bond  Index,  based on a $10,000  investment  from  6/9/90 to
12/31/95.

<TABLE>
<CAPTION>
Period Ending         T-Ad Int'l Bond Fund  Sal Bros
<S>                            <C>                          <C>
6/9/90                         $9,575                       $10,000
6/30/90                        $9,727                       $10,153
7/31/90                        $10,293                      $10,652.528
8/31/90                        $10,465                      $10,641.875
9/30/90                        $10,525                      $10,767.449
10/31/90                       $10,912                      $11,539.475
11/30/90                       $11,048                      $11,680.257
12/31/90                       $11,085                      $11,732.818
1/31/91                        $11,309                      $12,185.705
2/28/91                        $11,246                      $12,149.148
3/31/91                        $10,494                      $11,234.317
4/30/91                        $10,574                      $11,446.645
5/31/91                        $10,545                      $11,379.11
6/30/91                        $10,294                      $11,151.528
7/31/91                        $10,677                      $11,489.419
8/31/91                        $10,860                      $11,680.144
9/30/91                        $11,431                      $12,342.408
10/31/91                       $11,498                      $12,501.625
11/30/91                       $11,724                      $12,760.409
12/31/91                       $12,221                      $13,635.773
1/31/92                        $11,930                      $13,369.875
2/29/92                        $11,913                      $13,172.001
3/31/92                        $11,901                      $12,977.055
4/30/92                        $12,004                      $13,069.192
5/31/92                        $12,355                      $13,642.93
6/30/92                        $12,753                      $14,195.469
7/31/92                        $12,988                      $14,504.93
8/31/92                        $13,187                      $15,146.048
9/30/92                        $12,954                      $15,242.982
10/31/92                       $12,447                      $14,692.711
11/30/92                       $12,032                      $14,315.108
12/31/92                       $12,092                      $14,285.046
1/31/93                        $12,212                      $14,480.751
2/28/93                        $12,293                      $14,768.918
3/31/93                        $12,652                      $15,135.188
4/30/93                        $12,927                      $15,589.243
5/31/93                        $13,101                      $15,872.967
6/30/93                        $12,868                      $15,576.143
7/31/93                        $12,820                      $15,587.046
8/31/93                        $13,175                      $16,141.945
9/30/93                        $13,286                      $16,414.744
10/31/93                       $13,444                      $16,339.236
11/30/93                       $13,231                      $16,264.076
12/31/93                       $13,599                      $16,444.607
1/31/94                        $13,940                      $16,515.319
2/28/94                        $13,695                      $16,561.562
3/31/94                        $13,544                      $16,763.613
4/30/94                        $13,527                      $16,872.576
5/31/94                        $13,461                      $16,644.796
6/30/94                        $13,387                      $17,047.6
7/31/94                        $13,467                      $17,091.924
8/31/94                        $13,477                      $16,992.791
9/30/94                        $13,584                      $17,329.248
10/31/94                       $13,937                      $17,776.343
11/30/94                       $13,817                      $17,419.038
12/31/94                       $13,898                      $17,427.748
1/31/95                        $13,989                      $17,807.673
2/28/95                        $14,290                      $18,311.63
3/31/95                        $14,630                      $19,943.196
4/30/95                        $14,943                      $20,369.981
5/31/95                        $15,341                      $20,814.046
6/30/95                        $15,377                      $20,918.116
7/31/95                        $15,730                      $21,028.982
8/31/95                        $15,565                      $19,826.125
9/30/95                        $16,030                      $20,410.995
10/31/95                       $16,417                      $20,476.311
11/30/95                       $16,473                      $20,654.454
12/31/95                       $16,734                      $20,834
</TABLE>


GRAPHIC MATERIAL (3)

The following line graph hypothetically compares the performance of the Franklin
Tax-Advantaged  US  Government  Securities  Fund to that of the Lehman  Brothers
Intermediate  Government Bond Index and the Consumer Price Index (CPI), based on
a $10,000 investment from 5/4/87 to 12/31/95.

<TABLE>
<CAPTION>
Period Ending  T-Ad US Govt Sec Fund           Leh Bros          CPI
<S>                     <C>                    <C>               <C>
5/4/87                  $9,579                 $10,000           $10,000
5/31/87                 $9,714                 $9,980.83871      $10,030.48
6/30/87                 $9,879                 $10,098.61261     $10,065.59
7/31/87                 $9,977                 $10,120.82955     $10,091.76
8/31/87                 $9,969                 $10,094.5154      $10,145.25
9/30/87                 $9,748                 $9,968.333955     $10,198
10/31/87                $9,971                 $10,265.39031     $10,224.52
11/30/87                $10,154                $10,326.98265     $10,233.72
12/31/87                $10,239                $10,427.15438     $10,233.72
1/31/88                 $10,565                $10,685.74781     $10,260.33
2/29/88                 $10,648                $10,799.01674     $10,287
3/31/88                 $10,641                $10,753.66087     $10,331.24
4/30/88                 $10,645                $10,735.37964     $10,384.96
5/31/88                 $10,617                $10,683.84982     $10,420.27
6/30/88                 $10,842                $10,857.99657     $10,465.08
7/31/88                 $10,824                $10,825.42258     $10,509.03
8/31/88                 $10,824                $10,839.49563     $10,553.17
9/30/88                 $11,052                $11,027.01891     $10,623.87
10/31/88                $11,251                $11,179.19177     $10,658.93
11/30/88                $11,134                $11,083.05072     $10,667.46
12/31/88                $11,080                $11,094.13377     $10,685.59
1/31/89                 $11,226                $11,205.07511     $10,739.02
2/28/89                 $11,182                $11,155.77278     $10,783.05
3/31/89                 $11,183                $11,208.20491     $10,845.59
4/30/89                 $11,380                $11,434.61065     $10,916.09
5/31/89                 $11,671                $11,655.29863     $10,978.31
6/30/89                 $11,965                $11,952.50875     $11,004.66
7/31/89                 $12,118                $12,195.14467     $11,031.07
8/31/89                 $12,024                $12,030.51022     $11,048.72
9/30/89                 $12,083                $12,088.25667     $11,084.08
10/31/89                $12,324                $12,342.11006     $11,137.28
11/30/89                $12,456                $12,464.29695     $11,164.01
12/31/89                $12,540                $12,500.44341     $11,181.87
1/31/90                 $12,467                $12,422.94066     $11,297.05
2/28/90                 $12,562                $12,468.90554     $11,350.14
3/31/90                 $12,594                $12,483.86823     $11,412.57
4/30/90                 $12,520                $12,442.67146     $11,430.83
5/31/90                 $12,848                $12,708.94463     $11,457.12
6/30/90                 $12,980                $12,876.7027      $11,518.99
7/31/90                 $13,186                $13,056.97654     $11,562.76
8/31/90                 $13,144                $13,009.97143     $11,669.14
9/30/90                 $13,224                $13,125.76017     $11,767.16
10/31/90                $13,370                $13,308.20824     $11,837.76
11/30/90                $13,629                $13,509.16218     $11,863.8
12/31/90                $13,822                $13,695.58862     $11,863.8
1/31/91                 $14,018                $13,836.65318     $11,934.99
2/28/91                 $14,092                $13,921.05677     $11,952.89
3/31/91                 $14,184                $13,997.62258     $11,970.82
4/30/91                 $14,323                $14,141.79809     $11,988.77
5/31/91                 $14,434                $14,220.99216     $12,024.74
6/30/91                 $14,464                $14,232.36895     $12,059.61
7/31/91                 $14,700                $14,386.07854     $12,077.7
8/31/91                 $14,925                $14,659.41403     $12,112.73
9/30/91                 $15,174                $14,908.62407     $12,166.02
10/31/91                $15,376                $15,078.58238     $12,184.27
11/30/91                $15,443                $15,255.0018      $12,219.61
12/31/91                $15,852                $15,625.69834     $12,228.16
1/31/92                 $15,611                $15,475.69164     $12,246.5
2/29/92                 $15,767                $15,523.66628     $12,290.59
3/31/92                 $15,678                $15,461.57162     $12,353.27
4/30/92                 $15,808                $15,600.72576     $12,370.57
5/31/92                 $16,082                $15,833.17658     $12,387.89
6/30/92                 $16,309                $16,061.17432     $12,432.48
7/31/92                 $16,529                $16,369.54887     $12,458.59
8/31/92                 $16,735                $16,536.51826     $12,493.47
9/30/92                 $16,882                $16,764.72222     $12,528.46
10/31/92                $16,651                $16,563.54555     $12,572.31
11/30/92                $16,707                $16,495.63501     $12,589.91
12/31/92                $16,980                $16,708.4287      $12,581.09
1/31/93                 $17,310                $17,019.20548     $12,642.74
2/28/93                 $17,523                $17,269.3878      $12,686.99
3/31/93                 $17,599                $17,333.28453     $12,731.4
4/30/93                 $17,666                $17,468.48415     $12,767.04
5/31/93                 $17,771                $17,421.31925     $12,784.92
6/30/93                 $18,043                $17,673.92837     $12,802.82
7/31/93                 $18,172                $17,709.27623     $12,802.82
8/31/93                 $18,339                $17,973.14445     $12,838.66
9/30/93                 $18,307                $18,046.83434     $12,865.63
10/31/93                $18,416                $18,090.14674     $12,918.37
11/30/93                $18,221                $18,001.50502     $12,927.42
12/31/93                $18,420                $18,075.31119     $12,927.42
1/31/94                 $18,619                $18,254.25677     $12,962.32
2/28/94                 $18,363                $18,004.17346     $13,006.39
3/31/94                 $17,695                $17,741.31252     $13,050.61
4/30/94                 $17,535                $17,625.99399     $13,068.89
5/31/94                 $17,588                $17,638.33219     $13,078.03
6/30/94                 $17,482                $17,641.85985     $13,122.5
7/31/94                 $17,874                $17,872.96822     $13,157.93
8/31/94                 $17,896                $17,924.79983     $13,210.56
9/30/94                 $17,541                $17,776.02399     $13,246.23
10/31/94                $17,451                $17,779.57919     $13,255.5
11/30/94                $17,432                $17,701.34904     $13,272.73
12/31/94                $17,660                $17,759.7635      $13,272.73
1/31/95                 $18,078                $18,049.24764     $13,325.83
2/28/95                 $18,569                $18,397.59812     $13,379.13
3/31/95                 $18,640                $18,498.78491     $13,423.28
4/30/95                 $18,908                $18,713.37082     $13,467.58
5/31/95                 $19,673                $19,241.08787     $13,494.51
6/30/95                 $19,783                $19,364.23083     $13,521.5
7/31/95                 $19,744                $19,373.91295     $13,521.5
8/31/95                 $19,986                $19,532.77904     $13,556.66
9/30/95                 $20,169                $19,663.64866     $13,583.77
10/31/95                $20,398                $19,879.94879     $13,628.6
11/30/95                $20,646                $20,122.48417     $13,619.73
12/31/95                $20,907                $20,322           $13,637
</TABLE>

GRAPHIC MATERIAL (4)

The following line graph hypothetically compares the performance of the Franklin
Tax-Advantaged  High Yield  Securities  Fund to that of the CS First Boston High
Yield  Index and the  Salomon  Brothers  Combined  Corporate  Index,  based on a
$10,000 investment from 5/4/87 to 12/31/95.

<TABLE>
<CAPTION>
Period Ending      T-Ad Hi Yield            CS First Bost         Sal Bros
<S>                     <C>                 <C>                   <C>
5/4/87                  $9,579              $10,000               $10,000
5/31/87                 $9,579              $9,968.8              $9,968.8
6/30/87                 $9,512              $10,165.18536         $10,106.3694
7/31/87                 $9,515              $10,267.85373         $10,066.9546
8/31/87                 $9,553              $10,373.61263         $10,045.814
9/30/87                 $9,157              $10,119.45912         $9,743.43499
10/31/87                $8,810              $9,731.883832         $10,012.3538
11/30/87                $9,216              $10,108.50774         $10,140.5119
12/31/87                $9,350              $10,356.16618         $10,314.9287
1/31/88                 $9,686              $10,710.34706         $10,742.9983
2/29/88                 $9,948              $11,020.94712         $10,910.589
3/31/88                 $9,857              $10,946.00468         $10,794.9368
4/30/88                 $9,946              $11,023.72132         $10,729.0877
5/31/88                 $9,940              $11,078.83992         $10,710.8482
6/30/88                 $10,098             $11,313.71133         $11,001.1122
7/31/88                 $10,203             $11,442.68764         $10,957.1078
8/31/88                 $10,208             $11,409.50384         $10,998.7448
9/30/88                 $10,299             $11,513.33033         $11,261.6148
10/31/88                $10,423             $11,671.06296         $11,459.8192
11/30/88                $10,417             $11,696.73929         $11,348.659
12/31/88                $10,500             $11,770.42875         $11,370.2214
1/31/89                 $10,771             $12,007.01437         $11,554.419
2/28/89                 $10,823             $12,062.24664         $11,493.1806
3/31/89                 $10,765             $11,975.39846         $11,543.3073
4/30/89                 $10,884             $11,946.6575          $11,737.2758
5/31/89                 $11,023             $12,230.98795         $12,062.0097
6/30/89                 $11,224             $12,407.11418         $12,401.9994
7/31/89                 $11,248             $12,434.40983         $12,609.1128
8/31/89                 $11,367             $12,433.16639         $12,448.9771
9/30/89                 $11,233             $12,150.93351         $12,470.2267
10/31/89                $10,986             $11,847.16017         $12,673.4597
11/30/89                $10,912             $11,870.85449         $12,762.272
12/31/89                $10,987             $11,817.43565         $12,774.2589
1/31/90                 $10,647             $11,401.46191         $12,605.3521
2/28/90                 $10,298             $11,190.53487         $12,599.9035
3/31/90                 $10,442             $11,512.82227         $12,640.2232
4/30/90                 $10,174             $11,561.17613         $12,529.6165
5/31/90                 $10,402             $11,801.64859         $12,901.7563
6/30/90                 $10,651             $12,173.40052         $13,126.7838
7/31/90                 $10,968             $12,566.60136         $13,301.1392
8/31/90                 $10,358             $11,986.02437         $13,046.1444
9/30/90                 $9,543              $11,071.49071         $13,011.2733
10/31/90                $8,984              $10,793.5963          $13,007.4593
11/30/90                $9,130              $11,010.54758         $13,265.007
12/31/90                $9,188              $11,063.39821         $13,456.7876
1/31/91                 $8,998              $11,366.53532         $13,654.5614
2/28/91                 $9,925              $12,347.46732         $13,990.1774
3/31/91                 $10,805             $13,113.01029         $14,267.183
4/30/91                 $11,436             $13,657.20022         $14,535.7994
5/31/91                 $11,446             $13,725.48622         $14,642.0473
6/30/91                 $11,878             $14,085.09396         $14,700.8922
7/31/91                 $12,496             $14,561.17014         $14,936.2721
8/31/91                 $12,781             $14,826.18343         $15,258.8298
9/30/91                 $12,993             $15,162.7378          $15,552.5098
10/31/91                $13,502             $15,664.62442         $15,743.756
11/30/91                $13,603             $15,789.94142         $15,907.7592
12/31/91                $13,782             $15,905.20799         $16,364.3526
1/31/92                 $14,247             $16,552.54995         $16,291.8861
2/29/92                 $14,541             $16,954.77692         $16,479.3182
3/31/92                 $14,806             $17,207.40309         $16,449.8958
4/30/92                 $14,977             $17,221.16901         $16,559.4128
5/31/92                 $15,187             $17,455.37691         $16,890.6882
6/30/92                 $15,316             $17,628.18515         $17,159.8495
7/31/92                 $15,528             $17,899.6592          $17,557.598
8/31/92                 $15,759             $18,146.67449         $17,738.4918
9/30/92                 $15,877             $18,264.62788         $17,937.366
10/31/92                $15,738             $18,074.67575         $17,660.5767
11/30/92                $15,988             $18,345.79588         $17,704.7104
12/31/92                $16,189             $18,553.10338         $17,995.0677
1/31/93                 $16,537             $19,059.6031          $18,428.7494
2/28/93                 $16,805             $19,436.98324         $18,821.5692
3/31/93                 $17,156             $19,847.10359         $18,929.9896
4/30/93                 $17,251             $19,960.23208         $19,073.8238
5/31/93                 $17,394             $20,251.65147         $19,116.865
6/30/93                 $17,797             $20,618.20636         $19,560.3763
7/31/93                 $18,092             $20,832.6357          $19,705.1231
8/31/93                 $18,157             $21,009.71311         $20,126.8127
9/30/93                 $18,189             $21,129.46847         $20,205.3073
10/31/93                $18,619             $21,516.13774         $20,328.5597
11/30/93                $18,702             $21,787.24108         $20,151.7012
12/31/93                $18,967             $22,061.76032         $20,288.7328
1/31/94                 $19,271             $22,454.45965         $20,662.0454
2/28/94                 $19,120             $22,488.14134         $20283.93
3/31/94                 $18,296             $21,826.98999         $19,669.3269
4/30/94                 $18,081             $21,534.50832         $19,494.2699
5/31/94                 $18,074             $21,657.25502         $19,461.1297
6/30/94                 $18,176             $21,512.15141         $19,431.938
7/31/94                 $18,127             $21,613.25852         $19,818.6335
8/31/94                 $18,327             $21,768.87398         $19,868.1801
9/30/94                 $18,424             $21,855.94948         $19,582.0783
10/31/94                $18,485             $21,871.24864         $19,550.747
11/30/94                $18,313             $21,617.54216         $19,472.544
12/31/94                $18,509             $21,846.6881          $19,649.7442
1/31/95                 $18,816             $22,076.07833         $20,042.739
2/28/95                 $19,628             $22,619.14986         $20,605.94
3/31/95                 $19,843             $22,874.74625         $20,781.0905
4/30/95                 $20,391             $23,382.56562         $21,146.8377
5/31/95                 $20,871             $24,041.95397         $22,081.5279
6/30/95                 $21,124             $24,200.63086         $22,253.7638
7/31/95                 $21,355             $24,575.74064         $22,227.0593
8/31/95                 $21,329             $24,644.55272         $22,527.1246
9/30/95                 $21,549             $24,927.96507         $22,779.4284
10/31/95                $21,714             $25,204.66548         $23,064.1713
11/30/95                $21,746             $25,323.12741         $23,472.4071
12/31/95                $22,110             $25,6445              $23,841
</TABLE>





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