FRANKLIN TAX ADVANTAGED INTERNATIONAL BOND FUND
N-30D, 1996-09-10
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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                        4

 Franklin Tax-Advantaged U.S.
 Government Securities Fund                     9

 Franklin Tax-Advantaged High
 Yield Securities Fund                         12

Statement of Investments                       16

Financial Statements                           27

Notes to Financial Statements                  30


August 15, 1996

Dear Shareholder:

We're pleased to bring you the Franklin Partners Funds(R) semi-annual report for
the fiscal period ended June 30, 1996.

A Difficult Market

Moderate  U.S.  economic  growth  and rising  interest  rates  contributed  to a
troublesome  U.S.  bond  market.  As  you  may  recall,  investment-grade  bonds
performed  well  throughout  1995,  thanks in part to a declining  interest rate
environment. Unfortunately, that trend stopped in the first quarter of 1996.

A strong  employment  report,  released March 8, 1996,  caught many investors by
surprise.  Fearing a rekindling of inflation, bonds sold off -- raising interest
rates -- and nervous investors threw the Dow Jones Industrial  Average(R) into a
short-lived tailspin,  tumbling 171.24 points (-3.04%) in a single day. By March
30, 1996, U.S. gross domestic product (GDP), a measure of the nation's  economic
output,  advanced at an annual 2.2% growth  rate,  contrasting  sharply with the
0.5% annualized growth rate in the last quarter of 1995.


For most bond markets, the nation's economic expansion brought growing pains. As
interest rates rose, bond prices fell.  Yields on 30-year Treasury bonds climbed
approximately 100 basis points over the six-month period to close June 30, 1996,
near 7%. Municipal and high-yield bonds generally fared a bit better. Currently,
GDP is  estimated  at an  annualized  3.5% to 4% growth  rate for the year,  and
markets are looking to the Federal Reserve Board for a possible rate increase to
cool the accelerating economy.

Dealing With Ups and Downs

Since such volatility is a normal part of investing,  I would like to remind you
of  several  ways to deal with the ups and downs of  financial  markets.  First,
develop a long-term investment plan based on sound financial goals. Stay focused
on the plan and periodically consult with your investment representative to make
sure you are invested in funds that match your goals.  If you concentrate on the
long  term,  you  need  not  unduly  concern  yourself  with  short-term  market
volatility.

Next,  consider  using an investment  technique  called  Dollar Cost  Averaging.
Investing a fixed dollar amount at regular intervals, regardless of the market's
direction,  automatically  buys more  shares  when  prices are low and less when
prices are high.  The net result:  you reduce your  average  cost per share.  Of
course,  no  investment  technique  can  assure a profit or  completely  protect
against loss, but Dollar Cost  Averaging  provides a way to minimize the effects
of market volatility and helps make the most of your investment dollars.*


Finally,  diversify your investments.  Mutual funds are an easy way to diversify
your assets through a single,  professionally managed vehicle. On the pages that
follow,  you will find detailed  discussions of the three funds included in this
report. While each fund has a distinct investment  objective,  keep in mind that
Franklin   Templeton  provides  careful   investment   selection,   broad  asset
diversification and constant, professional investment supervision.

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

Sincerely,



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



*Be sure to consider your financial  ability to continue share purchases through
periods  of  low  price  levels  or  changing  economic  conditions.   For  more
information on Dollar Cost Averaging, contact your investment representative, or
call Franklin Templeton at 1-800/DIAL BEN (1-800/342-5236).

Special Update

As you may know, after 1997 non-U.S. investors in the Franklin Partners Funds(R)
will become subject to U.S.  withholding  taxes.  The Managing  General Partners
believe that this is not  consistent  with the purpose of these  Funds,  and are
expected to recommend that Partners  approve  actions which would allow non-U.S.
Partners to continue to receive income free from U.S.  taxation.  U.S. investors
would  have the  opportunity  to  transfer  holdings  to other  U.S.  registered
Franklin  Templeton  funds,  while  non-U.S.  Partners would be advised of other
options which may  accommodate  the tax and investment  goals of those Partners.
We'll apprise you of progress as we move ahead.


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.

Recently,  global  fixed-income  markets  offered  a welcome  respite  from this
period's twin threats of a rising U.S.  dollar and rising global interest rates.
The Franklin  Tax-Advantaged  International  Bond Fund  generated a +2.11% total
return  for the  six-month  period  ended June 30,  1996,  as  discussed  in the
Performance  Summary on page 7. In contrast,  the J.P. Morgan Global  Government
Bond Index generated a total re-turn of -0.90% over the same period.

Dollar-Block Countries

Approximately 33% of portfolio assets are invested in the dollar-block countries
of Canada,  Australia  and New Zealand.  Increased  U.S.  economic  activity and
rising  interest  rates  negatively  impacted  these  assets  during much of the
reporting period.  In May,  however,  those markets rebounded and, by the end of
the reporting period, generated net positive returns for the year.

European Markets

About 44% of our net assets  are in  interme-  diate  bonds  invested  in Italy,
Spain,  Sweden,  Denmark and the United Kingdom.  Year to date, three of the top
five  performing  developed  market bond  performers (in U.S.  dollar terms) are
Italy, Spain and Sweden.

Spain  experienced  a brief bond  sell-off  follow-ing  its  elections in March,
during which we took  advantage  of lower bond prices to increase our  holdings.
The  Spanish  market  recovered  quickly,  reaching  new highs in the equity and
fixed-income markets. As a result, bond prices rebounded, aiding the performance
of our Spanish positions.


GRAPHIC MATERIAL 1 OMITTED - SEE APPENDIX AT END OF DOCUMENT


In Sweden, the re-election of the Social Democratic Party renewed hopes that the
government  would  continue  its  policy  of  disciplined   fiscal   management,
attempting  to  keep  the  country's  economy  strong.  This  restored  investor
confidence and bond markets rallied in response.

Looking Forward

U.S.  economic growth, a rebound in core European  economies and the strength of
the U.S.  dollar are all key factors  that will  influence  global  fixed-income
markets  during  the  balance  of the year.  Although  sustained  global  growth
probably  won't occur,  it's likely the U.S.  economy  will  rebound  mildly and
maintain  this growth  through the  summer.  This may help move the U.S.  dollar
higher.  In  Europe,  most  economies  have  moved  through  the trough in their
business cycles. We believe that any renewed growth there will be slow to arrive
and sluggish.  One  significant  factor  affecting  this growth is the degree of
constraint  placed  on  domestic  European  policies  relative  to the  European
Monetary Union.

Given this global outlook,  Franklin  Tax-Advantaged  International Bond Fund is
positioned  conservatively with respect to both currency and interest rate risk,
and we remain optimistic about our performance over the balance of the year.


Performance Summary

The Franklin Tax-Advantaged  International Bond Fund reported a cumulative total
return of +2.11% for the six-month period,  and +11.11% for the one-year period,
ended  June 30,  1996.  Of course,  we  maintain a  long-term  perspective  when
managing the fund,  and encourage  shareholders  to view their  investments in a
similar manner. As shown in the table on page 8, the fund delivered a cumulative
total return of +78.45% since its inception on June 9, 1990.

The fund's share price, as measured by net asset value,  decreased  $0.17,  from
$11.96 on December 31, 1995,  to $11.79 on June 30,  1996.  Over this  reporting
period,  shareholders received income distributions totaling 41.5 cents ($0.415)
per  share.  Based  on the  fund's  maximum  offering  price  of  $12.31  and an
annualization  of its  distributions  for the 30 days ended June 30,  1996,  the
fund's  distribution  rate was 8.58%.  Dividends  will vary  depending on income
earned by the fund, and past performance is not predictive of future results.

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


<TABLE>
<CAPTION>

Franklin Tax-Advantaged International Bond Fund

Periods ended June 30, 1996
                                                                                                      Since
                                                                                                    Inception
                                                                            One-Year    Five-Year   (6/9/90)
- ---------------------------------------------------------------------------------------------------------------------------

<S>                                                                            <C>        <C>        <C>    
Cumulative Total Return1                                                       11.11%     65.98%     78.45%
Average Annual Total Return2                                                    6.36%      9.71%      9.23%
Distribution Rate3                                                  8.58%
30-Day Standardized Yield4                                          6.23%
- ---------------------------------------------------------------------------------------------------------------------------

</TABLE>

1.  Cumulative  total return shows the change in value of an investment over the
periods  shown and does 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 periods  shown and includes the current  maximum  4.25%
initial sales charge. See Note below.

3.  Distribution rate is based on an annualization of the distribution paid over
the 30 days ended June 30,  1996,  and the maximum  offering  price of $12.31 on
that date.

4. Yield,  calculated as required by the SEC, is based on earnings of the fund's
portfolio during the 30 days ended June 30, 1996.

Note:  Prior to July 1, 1994,  fund shares were offered at a lower initial sales
charge,  with dividend  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  affects  subsequent  performance.  All total return  calculations  assume
reinvestment  of dividends  at net asset value,  and 12b-1 fees from the date of
the plan's implementation. Investment return and principal value will fluctuate,
so your shares,  when  redeemed,  may be worth more or less than their  original
cost. Past performance is not predictive of future results.

The fund's  manager  agreed in advance to waive a portion of its  manager  fees,
which reduces  operating  expenses and increases  distribution  rate,  yield and
total return to shareholders.  Without these reductions, the fund's distribution
rate and total return would have been lower, and yield for the period would have
been 6.20%.  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   investment  in  U.S.   government
obligations, primarily Government National Mortgage Association securities.

The Franklin  Tax-Advantaged U.S. Government  Securities Fund generated a -0.98%
cumulative  total return for the six months ended June 30, 1996, as discussed in
the Performance Summary on page 11. During this reporting period, a growing U.S.
economy  and rising  interest  rates  negatively  impacted  the U.S.  government
securities market in which your fund invests.

A surprisingly  strong  employment  report,  released in March 1996,  marked the
start of a gradual rise in interest rates,  which  continued  through June 1996.
This was the first  sustained rate increase in nearly two years.  Yields on most
Treasury  securities rose  approximately  100 basis points between January 1 and
June 30, 1996. It was only six months ago that the Federal Reserve Board lowered
rates in an effort to stimulate  economic  growth.  Now, the governing board may
try to cool off an  over-heated  economy by raising  rates  sometime in the near
term.

Currently,  forward-looking  economists  are  divided  into two camps -- "slower
growth" and "faster growth." Talk of a balanced budget package has been replaced
by  political  campaigning  in this  presidential  election  year.  As you know,
elections are known events with unknown outcomes. It's difficult to say how much
of an impact this will have on market values. As the political positioning heats
up, however,  the potential exists for increased volatility as candidates try to
"please  everyone." We believe,  nevertheless,  that  interest  rates at current
levels   adequately   discount   election   rhetoric  and  reasonable   economic
uncertainty.

When investing in a Government National Mortgage Association (GNMA or "Ginnie
Mae") fund, it's important to maintain a long-term outlook. Like most
fixed-income vehicles, the share price of a Ginnie Mae fund will fluctuate with
interest rate movements. Ginnie Mae values are also affected by the higher level
of mortgage prepayments that often occurs in periods of declining interest
rates. Although the fund may invest in other mortgage passthroughs, Ginnie Maes
remain the fund's primary income-generating investment. They generally provide
the price stability of an intermediate-term bond, and often more income than a
30-year bond. The fund is not managed as an aggressive trading vehicle, but as
an income fund, investing only in those issues boasting high credit quality,
moderate volatility and solid income.


Performance Summary

The  Franklin   Tax-Advantaged  U.S.  Government   Securities  Fund  reported  a
cumulative total return of -0.98% for the six-month  period,  and a total return
of +4.64% for the one-year period,  ended June 30, 1996. We maintain a long-term
perspective  when managing the fund,  and encourage  shareholders  to view their
investments in a similar manner. As shown in the table, the fund has delivered a
cumulative total return of +116.13% since its inception on May 4, 1987.

The fund's share price, as measured by net asset value,  decreased  $0.46,  from
$10.80 on December 31,  1995,  to $10.34 on June 30,  1996.  Over the  reporting
period,  shareholders received income distributions totaling 35.4 cents ($0.354)
per  share.  Based  on the  fund's  maximum  offering  price  of  $10.80  and an
annualization  of its  distributions  for the 30 days ended June 30,  1996,  the
fund's  distribution  rate was 6.60%.  Dividends  will vary  depending on income
earned by the fund, and past performance is not predictive of future results.

Franklin Tax-Advantaged
U.S. Government Securities Fund
Periods ended June 30, 1996

                                           Since
                                         Inception
                   One-Year   Five-Year  (5/4/87)
- --------------------------------------------------------------------------------

Cumulative
Total Return1       4.64%     43.13%     116.13%
Average Annual
Total Return2       0.18%      6.50%       8.26%

Distribution Rate3                  6.60%
30-Day Standardized Yield4          6.44%
- --------------------------------------------------------------------------------

1.  Cumulative  total return shows the change in value of an investment over the
periods  shown and does 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 periods  shown and includes the current  maximum  4.25%
initial sales charge. See Note below.

3.  Distribution rate is based on an annualization of the distribution paid over
the 30 days ended June 30,  1996,  and the maximum  offering  price of $10.80 on
that date.

4. Yield,  calculated as required by the SEC, is based on earnings of the fund's
portfolio during the 30 days ended June 30, 1996.

Note:  Prior to July 1, 1994,  fund shares were offered at a lower initial sales
charge,  with dividend  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 subsequent  performance.  All total return calculations assume
reinvestment of dividend at net asset value, and 12b-1 fees from the date of the
plan's implementation.  Investment return and principal value will fluctuate, so
that shares, when redeemed,  may be worth more or less than their original cost.
Past performance is not predictive 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.

Market Activity

Over the past six  months,  the fund  generated  a  cumulative  total  return of
+2.31%,  as  discussed  in the  Performance  Summary  on page 15.  With signs of
stronger  economic growth and fears of inflation,  long-term U.S.  Treasury bond
interest  rates rose from 6.2% on January  1,  1996,  to 7.0% by June 30,  1996.
Despite these rate increases, which generally cause declines in bond values, the
high yield bond market performed very well.

The solid  performance  of this sector can be attributed to the hybrid nature of
these high yield instruments. They possess both debt and equity characteristics.
While the "debt" component can be negatively  impacted by rising interest rates,
this is often offset by the "equity"  component of the security,  which gains on
expectations  of economic  growth.  It's this growth that helps  strengthen  the
overall financial condition of high-yield bond issuers.

Portfolio Changes

Industry  positioning and individual  company selection played significant roles
in our  performance  over the period.  We increased the fund's exposure to media
and broadcasting bonds,  seeking to take advantage of new opportunities  arising
from the  Telecommunications  Bill of 1996. The bill generally  deregulated  the
telecommunications  industry,  resulting in improved  growth  prospects for many
corporations.

In  May,   Bally's  Casino  agreed  to  be  purchased  by  Hilton   Hotels,   an
investment-grade company. In general, a merger like this has a beneficial impact
on the price of the company being  purchased,  as its financial  operations  are
usually improved by the acquiring company.

The fund  continued to increase its overall  credit  quality  rating during this
reporting period.  Improved ratings came as a result of two actions: first, some
of our current holdings received upgraded ratings and, second, we purchased new,
higher-rated securities,  which helped raise our overall credit worthiness.  The
portfolio's  average  maturity  decreased  from 9 years to 8.5 years  during the
six-month reporting period.

GRAPHIC MATERIAL 2 OMITTED - SEE APPENDIX AT END OF DOCUMENT

We are pleased that Franklin's  Tax-Advantaged  High Yield Securities Fund fared
well during the reporting  period,  but we cannot guarantee that this trend will
continue.  Investing  in this fund may  entail a greater  degree of credit  risk
relative to investing in a fund of higher-rated,  lower-yielding securities. The
fund  should not be  considered  a complete  investment  program,  and should be
carefully  evaluated for its appropriateness in light of your overall investment
needs and goals. Those on fixed incomes,  including retired individuals,  should
consider  the  increased  risk of  loss of  principal  that is  present  with an
investment  in higher  risk  securities  such as those  contained  in the fund's
portfolio.

In the months ahead,  moderate  economic  growth and low  inflation  should help
improve corporate earnings and benefit high yield bonds.

This  discussion  reflects the  strategies  we employed for the fund during this
fiscal period, and includes our opinions as of June 30, 1996. Since economic and
market conditions are constantly changing, our strategies,  and our evaluations,
conclusions  and  decisions  regarding  portfolio  holdings  may  change  as new
circumstances  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.

Performance Summary

The Franklin  Tax-Advantaged  High Yield Securities Fund reported a total return
of +2.31%  for the  six-month  period,  and a total  return  of  +7.08%  for the
one-year  period,  ended June 30,  1996.  Of  course,  we  maintain a  long-term
perspective  when managing the fund, and encourage  shareholders  to do the same
with regard to their own investment in the fund. As shown in the table, the fund
delivered a cumulative  total return of +136.16%  since its  inception on May 4,
1987.

The fund's share price, as measured by net asset value,  decreased  $0.17,  from
$8.71 on  December  31,  1995,  to $8.54 on June 30,  1996.  Over the  reporting
period,  shareholders received income distributions totaling 37.0 cents ($0.370)
per  share.  Based  on  the  fund's  maximum  offering  price  of  $8.92  and an
annualization  of its  distributions  for the 30 days ended June 30,  1996,  the
fund's  distribution  rate was 8.89%.  Dividends  will vary  depending on income
earned by the fund, and past performance is not predictive of future results.


Franklin Tax-Advantaged
High Yield Securities Fund
Periods ended June 30, 1996

                                           Since
                                         Inception
                   One-Year   Five-Year  (5/4/87)
- --------------------------------------------------------------------------------
Cumulative
Total Return1       7.08%     90.43%     136.16%
Average Annual
Total Return2       2.49%     12.78%       9.31%

Distribution Rate3                  8.89%
30-Day Standardized Yield4          8.51%
- --------------------------------------------------------------------------------

1.  Cumulative  total return shows the change in value of an investment over the
periods  shown and does 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 periods  shown and includes the current  maximum  4.25%
initial sales charge. See Note below.

3.  Distribution rate is based on an annualization of the distribution paid over
the 30 days ended June 30, 1996, and the maximum offering price of $8.92 on that
date.

4. Yield,  calculated as required by the SEC, is based on earnings of the fund's
portfolio during the 30 days ended June 30, 1996.

Note:  Prior to July 1, 1994,  fund shares were offered at a lower initial sales
charge,  with dividend  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 subsequent  performance.  All total return calculations assume
reinvestment of dividend at net asset value, and 12b-1 fees from the date of the
plan's implementation.  Investment return and principal value will fluctuate, so
that your shares,  when redeemed,  may be worth more or less than their original
cost. Past performance is not predictive of future results.

FRANKLIN PARTNERS FUNDS
=======================

Statement of Investments in Securities and Net Assets, June 30, 1996 (unaudited)
<TABLE>
<CAPTION>

                 Face                                                                                   Value
 Country*       Amount          Franklin Tax-Advantaged International Bond Fund                       (Note 1)
- ---------------------------------------------------------------------------------------------------------------------------
                                Foreign Notes, Bills, Bonds & Government Securities  91.3%
<S>              <C>                                                                                  <C>   

                                Australia  11.9%
    AU             820,000      EIB Global Bond, 10.25%, 10/01/01 ...............................     $  701,513
    AU           1,000,000      EuroFima, 9.875%, 01/17/07 ......................................        826,031
    AU             600,000      New South Wales Treasury Corp., 7.00%, 04/01/04 .................        420,576
    AU             425,000      Queensland Treasury Corp., notes, 12.00%, 07/15/99 ..............        366,779
    AU           1,660,000      Queensland Treasury Corp., notes, 8.00%, 05/14/03 ...............      1,242,531
                                                                                                      ----------
                                                                                                       3,557,430
                                                                                                      ----------
                                Canada  12.8%
    CA             400,000      Government of Canada, 8.50%, 04/01/02 ...........................        311,386
    CA             945,000      Government of Canada, 10.25%, 02/01/04 ..........................        802,791
    CA             550,000      Government of Canada, 8.75%, 12/01/05 ...........................        433,635
    CA             420,000      Hydro-Quebec, Eurobonds, 11.25%, 10/10/00 .......................        353,431
    CA             150,000      Ontario-Hydro, Eurobonds, 9.00%, 06/24/02 .......................        118,857
    CA           1,500,000      Province of British Columbia, 9.00%, 01/09/02 ...................      1,188,519
    CA             830,000      Province of Ontario, 7.50%, 01/19/06 ............................        596,275
                                                                                                      ----------
                                                                                                       3,804,894
                                                                                                     -----------
                                Denmark  9.4%
    DK           3,750,000      Government of Denmark, 9.00%, 11/15/00 ..........................        707,366
    DK           1,393,000      Nykredit, 9.00%, 10/01/12 .......................................        253,964
    DK           5,811,000      Nykredit, 6.00%, 10/01/26 .......................................        802,013
    DK           7,536,000      Real Kredit Danmark, 6.00%, 10/01/26 ............................      1,042,664
                                                                                                     -----------
                                                                                                       2,806,007
                                                                                                      ----------
                                France  1.9%
    FR           4,250,000      French OAT, Strip, 0.00%, 10/25/15 ..............................        199,648
    FR             510,000      French OAT, Strip, 0.00%, 10/25/16 ..............................         21,799
    FR           1,500,000      Government of France, OAT, 8.50%, 12/26/12 ......................        336,463
                                                                                                      ----------
                                                                                                         557,910
                                                                                                      ----------
                                Germany  11.6%
    DD           1,380,000      Deutscheland Republic, 8.50%, 08/21/00 ..........................      1,010,527
    DD           1,070,000      Deutscheland Republic, 8.25%, 09/20/01 ..........................        782,750
    DD           1,450,000      German Unity Fund, 8.75%, 08/20/01 ..............................      1,085,056
    DD             850,000      West Japan Railway Co., 8.70%, 06/25/97 .........................        584,520
                                                                                                     -----------
                                                                                                       3,462,853
                                                                                                     -----------

                                Italy  11.4%
    IT       1,050,000,000      Buoni Poliennali del Tesoro, 10.50%, 07/15/00 ...................        727,991
    IT         900,000,000      Buoni Poliennali del Tesoro, 10.50%, 09/01/05 ...................        633,452
    IT       2,000,000,000      Certificati di Credito del Tesoro, 12.00%, 01/20/98 .............      1,371,895
    IT       1,000,000,000      Certificati di Credito del Tesoro, 11.60%, 01/01/00 .............        665,709
                                                                                                      ----------
                                                                                                       3,399,047
                                                                                                      ----------
                                Japan  1.2%
    JP          34,000,000      International Bank of Reconstruction and Development, 6.75%,
                                 03/15/20 .......................................................     $  363,048
                                                                                                      ----------
                                New Zealand  8.4%
    NZ           2,275,000      New Zealand Government, 8.00%, 07/15/98 .........................      1,530,153
    NZ           1,500,000      New Zealand Government, 8.00%, 04/15/04 .........................        984,836
                                                                                                      ----------
                                                                                                       2,514,989
                                                                                                     -----------
                                Spain  4.9%
    ES          73,000,000      Government of Spain, 11.60%, 01/15/97 ...........................        582,266
    ES         100,000,000      Government of Spain, 10.90%, 08/30/03 ...........................        873,794
                                                                                                      ----------
                                                                                                       1,456,060
                                                                                                      ----------
                                Sweden  8.2%
    SE           5,100,000      Staten Bostadiffinansier, 12.50%, 01/23/97 ......................        797,198
    SE           1,800,000      Staten Bostadiffinansier, 11.00%, 01/21/99 ......................        297,372
    SE           1,700,000      Government of Sweden, 10.25%, 05/05/03 ..........................        288,316
    SE           8,000,000      Government of Sweden, 6.00%, 02/09/05 ...........................      1,051,322
                                                                                                      ----------
                                                                                                       2,434,208
                                                                                                      ----------
                                United Kingdom  9.6%
    GB             300,000      Abbey National Treasury Service, 10.50%, 04/22/97 ...............        481,620
    GB             460,000      Export-Import Bank of Japan, 10.75%, 05/15/01 ...................        798,760
    GB             270,000      Government of Italy, Eurobonds, 10.50%, 04/28/14 ................        471,458
    GB             715,000      United Kingdom Treasury, Conversion, 7.00%, 08/06/97 ............      1,123,577
                                                                                                      ----------
                                                                                                       2,875,415
                                                                                                      ----------
                                      Total Long Term Investments (Cost $26,697,739).............     27,231,861
                                                                                                      ----------
                            d,e Receivables from Repurchase Agreements  4.3%
    US           1,266,121      Joint Repurchase Agreement, 5.439%, 07/01/96
                                 (Maturity Value $1,272,045) (Cost $1,271,468)
                                 Chase Securities, Inc., (Maturity Value $182,812)
                                  Collateral: U.S. Treasury Notes, 5.375%, 11/30/97
                                  Daiwa Securities America, Inc., (Maturity Value $182,812)
                                   Collateral: U.S. Treasury Notes, 5.25% - 8.875%, 12/31/97 - 08/31/00
                                 Donaldson, Lufkin & Jenrette Securities Corp.,
                                  (Maturity Value $175,173)
                                  Collateral: U.S. Treasury Bills, 05/29/97
                                              U.S. Treasury Notes, 5.125% - 6.75%, 07/31/97 - 07/31/00
                                 Fuji Securities, Inc., (Maturity Value $182,812)
                                  Collateral: U.S. Treasury Notes, 5.50% - 8.875%, 07/31/97 - 02/15/99


                                 Lehman Brothers, Inc., (Maturity Value $182,812)
                                  Collateral: U.S. Treasury Notes, 5.625% - 11.75%, 09/30/99 - 02/15/01
                                 SBC Warburg, Inc., (Maturity Value $182,812)
                                  Collateral: U.S. Treasury Notes, 5.75%, 09/30/97
                                 UBS Securities, L.L.C., (Maturity Value $182,812)
                                  Collateral: U.S. Treasury Notes, 6.50% - 8.875%, 11/15/98 - 11/30/99
                                                                                                       1,271,468
                                                                                                      ----------
                                          Total Investments (Cost $27,969,207)  95.6% ...........     28,503,329
                                          Other Assets and Liabilities, Net  4.4% ...............      1,324,045
                                                                                                      ----------
                                          Net Assets  100.0% ....................................    $29,827,374
                                                                                                    ============

                       At June 30, 1996, the net unrealized appreciation based on the cost of
                        investments for income tax purposes of $27,969,207 was as follows:
                         Aggregate gross unrealized appreciation for all investments in which
                     there was an excess of value over tax cost .................................   $  1,369,712
                                  Aggregate gross unrealized depreciation for all investments in which
                         there was an excess of tax cost over value .............................       (835,590)
                                                                                                    -------------
                                   Net unrealized appreciation ...................................     $  534,122
                                                                                                    =============
</TABLE>

PORTFOLIO ABBREVIATION:
OAT -   Obligations Assumable by the Treasurer

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


*Securities  traded in currency of country indicated and valued in U.S. dollars.
dFace amount for repurchase  agreements is for the underlying  collateral. 
eSee note 1(h) regarding joint repurchase agreement.

      The accompanying notes are an integral part of these financial statements.
                                                            
                                                            
<TABLE>
<CAPTION>
                                                            
FRANKLIN PARTNERS FUNDS
================================================================================

Statement of Investments in Securities and Net Assets, June 30, 1996 (unaudited)


    Face                                                                                                Value
   Amount         Franklin Tax-Advantaged U.S. Government Securities Fund                             (Note 1)
- ---------------------------------------------------------------------------------------------------------------------------
                  Government National Mortgage Association (GNMA)  97.2%

<C>               <S>                                                                                <C>        
$  9,350,293      GNMA I, SF, 6.00%, 10/15/23 - 11/15/23 .......................................     $ 8,461,964
  62,319,757      GNMA I, SF, 6.50%, 05/15/23 - 03/15/24 .......................................      58,054,323
   7,110,422      GNMA II, 6.50%, 09/20/23 .....................................................       6,588,196
  16,405,126      GNMA I, PL, 7.00%, 05/15/13 - 06/15/28 .......................................      15,671,898
  51,262,021      GNMA I, SF, 7.00%, 03/15/22 - 07/15/25 .......................................      49,227,187
  25,831,184      GNMA II, 7.00%, 11/20/16 - 03/20/26 ..........................................      24,676,662
  34,072,716      GNMA I, SF, 7.50%, 01/15/17 - 04/15/23 .......................................      33,614,632
  56,397,862      GNMA II, 7.50%, 09/20/16 - 12/20/25 ..........................................      55,357,605
   1,156,449      GNMA I, PL, 8.00%, 03/15/32 ..................................................       1,156,442
  50,254,363      GNMA I, SF, 8.00%, 11/15/15 - 09/15/24 .......................................      50,756,616
  10,063,044      GNMA II, 8.00%, 11/20/16 - 08/20/22 ..........................................      10,113,298
   7,137,328      GNMA I, PL, 8.25%, 07/15/31 ..................................................       7,206,417
  14,770,769      GNMA I, SF, 8.50%, 06/15/16 - 05/15/22 .......................................      15,204,610
   4,955,436      GNMA II, 8.50%, 11/20/21 - 03/20/22 ..........................................       5,069,999
   3,866,158      GNMA I, SF, 9.00%, 05/15/16 - 11/15/21 .......................................       4,049,793
   2,840,547      GNMA I, SF, 9.50%, 01/15/17 - 10/15/21 .......................................       3,038,496
     530,405      GNMA II, 9.50%, 04/20/25 .....................................................         563,388
   5,181,035      GNMA I, SF, 10.00%, 10/15/11 - 08/15/21 ......................................       5,650,556
     733,902      GNMA II, 10.00%, 10/20/16 - 11/20/20 .........................................         793,072
     149,459      GNMA, GPM, 10.25%, 02/15/16 - 09/15/20 .......................................         161,651
     852,837      GNMA I, SF, 10.50%, 02/15/16 - 07/15/19 ......................................         941,324
   1,444,122      GNMA II, 10.50%, 07/20/17 - 02/20/19 .........................................       1,579,506
     203,108      GNMA I, SF, 11.00%, 10/15/13 - 09/15/14 ......................................         227,544
   1,067,400      GNMA II, 11.00%, 07/20/17 - 05/20/19 .........................................       1,185,147
      97,079      GNMA I, SF, 11.50%, 08/15/16 - 12/15/17 ......................................         110,488
     396,280      GNMA II, 11.50%, 08/20/16 - 03/20/19 .........................................         447,053
     146,912      GNMA I, SF, 12.00%, 06/15/15 .................................................         169,224
                                                                                                    -------------
                        Total Long Term Investments (Cost $372,904,379) ........................     360,077,091
                                                                                                    -------------
              d,e Receivables from Repurchase Agreements  2.2%
   8,150,829      Joint Repurchase Agreement, 5.439%, 07/01/96, (Maturity Value $8,192,154)
                   (Cost $8,188,442)
                   Chase Securities, Inc., (Maturity Value $1,177,335)
                    Collateral: U.S. Treasury Notes, 5.375%, 11/30/97
                   Daiwa Securities America, Inc., (Maturity Value $1,177,335)
                    Collateral: U.S. Treasury Notes, 5.25% - 8.875%, 12/31/97 - 08/31/00
                   Donaldson, Lufkin & Jenrette Securities Corp., (Maturity Value $1,128,144)
                    Collateral: U.S. Treasury Bills, 05/29/97
                                U.S. Treasury Notes, 5.125% - 6.75%, 03/31/97 - 07/31/00
                   Fuji Securities, Inc., (Maturity Value $1,177,335)
                    Collateral: U.S. Treasury Notes, 5.50% - 8.875%, 07/31/97 - 02/15/99
                   Lehman Brothers Securities, Inc., (Maturity Value $1,177,335)
                    Collateral: U.S. Treasury Notes, 5.625% - 11.75%, 09/30/99 - 02/15/01
                   SBC Warburg, Inc., (Maturity Value $1,177,335)
                    Collateral: U.S. Treasury Notes, 5.75%, 09/30/97
                   UBS Securities, L.L.C. (Maturity Value $1,177,335)
                    Collateral: U.S. Treasury Notes, 6.50% - 8.875%, 11/15/98 - 11/30/99 .......   $   8,188,442
                                                                                                    -------------
                            Total Investments (Cost $381,092,821)  99.4%........................     368,265,533
                            Other Assets and Liabilities, Net  .6%..............................       2,105,996
                                                                                                    -------------
                            Net Assets  100.0%..................................................    $370,371,529
                                                                                                    =============


                At June 30, 1996, the net unrealized depreciation based on the cost of investments 
                 for income tax purposes of $381,113,452 was as follows:
                    Aggregate gross unrealized appreciation for all investments in which there was an
                 excess of value over tax cost .................................................     $ 1,777,551
                    Aggregate gross unrealized depreciation for all investments in which there was an
                    excess of tax cost over value ..............................................     (14,625,470)
                                                                                                    -------------
                    Net unrealized depreciation.................................................   $ (12,847,919)
                                                                                                    =============
</TABLE>

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

dFace amount for repurchase agreements is for the underlying collateral.
eSee Note 1(h) regarding joint repurchase agreement

      The accompanying notes are an integral part of these financial statements.
                                                            
                                                            
<TABLE>
<CAPTION>
                                                            
FRANKLIN PARTNERS FUNDS
================================================================================

Statement of Investments in Securities and Net Assets, June 30, 1996 (unaudited)


    Face                                                                                                Value
   Amount         Franklin Tax-Advantaged High Yield Securities Fund                                  (Note 1)
- ---------------------------------------------------------------------------------------------------------------------------
                  Corporate Bonds  91.0%
                  Automotive  1.4%
<C>               <S>                                                                                <C>        
$  2,000,000      Collins & Aikman Products, senior sub. notes, 11.50%, 04/15/06 ...............     $ 2,040,000
   1,100,000      SPX Corp., senior sub. notes, 11.75%, 06/01/02 ...............................       1,171,500
                                                                                                    -------------
                                                                                                       3,211,500
                                                                                                    -------------
                  Cable Television  7.2%
   3,500,000      Cablevision Systems Corp., senior sub. notes, 9.25%, 11/01/05 ................       3,246,250
     960,000      Cablevision Systems Corp., senior sub. deb., 10.50%, 05/15/16 ................         936,000
   2,000,000      Comcast Corp., senior sub., 9.125%, 10/15/06 .................................       1,900,000
   1,500,000      Comcast Corp., senior sub. deb., 9.50%, 01/15/08 .............................       1,447,500
   1,900,000      Continental Cablevision, Inc., senior sub. deb., 9.00%, 09/01/08 .............       2,071,860
   1,000,000      Diamond Cable Communication Co., senior disc. notes, zero coupon to 12/15/00,
                   (original accretion rate 11.75%), 11.75% thereafter, 12/15/05 ...............         593,750
   1,200,000     fRogers Cablesystems, Inc., senior secured deb. (Canada), 9.65%, 01/15/14 .....         767,464
     800,000      Rogers Communications, Inc., deb., 10.875%, 04/15/04 .........................         816,000
     200,000   a,bScott Cable Communications, Inc., S.F., sub. deb., 12.25%, 04/15/01 ..........         121,000
   5,000,000      Telewest PLC, deb., zero coupon to 10/01/00, (original accretion rate 11.00%),
                   11.00% thereafter, 10/01/07 .................................................       2,975,000
   1,500,000      Time Warner, Inc., senior notes, 9.125%, 01/15/13 ............................       1,545,000
                                                                                                    -------------
                                                                                                      16,419,824
                                                                                                    -------------
                  Chemicals  3.6%
   1,250,000      Applied Extrusion Technology, senior unsecured notes, 11.50%, 04/01/02 .......       1,268,750
   2,000,000      Arcadian Partners L.P., senior notes, Series B, 10.75%, 05/01/05 .............       2,172,500
   2,500,000      Harris Chemical North America, Inc., senior sub. notes, 10.75%, 10/15/03 .....       2,443,750
   2,225,000      IMC Fertilizer Group, Inc., senior notes, Series B, 10.75%, 06/15/03 .........       2,386,313
                                                                                                    -------------
                                                                                                       8,271,313
                                                                                                    -------------
                  Consumer Goods  5.5%
   1,250,000      Calmar, Inc., senior sub. notes, 11.50%, 08/15/05 ............................       1,225,000
   4,000,000     cEkco Group, Inc., senior notes, 9.25%, 04/01/06 ..............................       3,840,000
   1,300,000      Herff Jones, Inc., senior sub. notes, 11.00%, 08/15/05 .......................       1,358,500
   2,250,000      Hines Horticulture, Inc., senior sub. notes, Series B, 11.75%, 10/15/05 ......       2,340,000
   2,000,000      Playtex Family Products Corp., senior sub. notes, 9.00%, 12/15/03 ............       1,880,000
   2,000,000      Revlon Consumers Products Corp., senior sub. notes, Series B, 10.50%, 02/15/03       2,015,000
                                                                                                    -------------
                                                                                                      12,658,500
                                                                                                    -------------
                  Containers & Packaging  .7%
   1,500,000      Container Corp. of America, guaranteed, senior notes, 11.25%, 05/01/04 .......       1,552,500
                                                                                                    -------------
                  Energy & Natural Resources  1.3%
     975,000      Gulf Canada Resources, Ltd., sub. deb., 9.625%, 07/01/05 .....................       1,001,013
     700,000     gMesa Operating Co., company guarantee, 10.625%, 07/01/06 .....................         714,875
   1,400,000      Nuevo Energy Co., senior sub. notes, 9.50%, 04/15/06 .........................       1,375,500
                                                                                                    -------------
                                                                                                       3,091,388
                                                                                                    -------------
                  Financial  .9%
$    750,000      American Reinsurance Corp., senior sub. notes, 10.875%, 09/15/04 .............      $  819,581
   1,300,000     cHomeside, Inc., senior notes, 11.25%, 05/15/03 ...............................       1,339,000
                                                                                                    -------------
                                                                                                       2,158,581
                                                                                                    -------------
                       Food & Beverages  5.4%
     950,000   a,bBeatrice Foods, Inc., senior sub. notes, 12.00%, 12/01/01 ....................         299,250
   1,500,000      Coca Cola Bottling Group Southwest, Inc., senior sub. notes, 9.00%, 11/15/03 .       1,462,500
   1,800,000      Curtice-Burns Foods, Inc., senior sub. notes, 12.25%, 02/01/05 ...............       1,755,000
     280,000      Doane Products Co., senior notes, 10.625%, 03/01/06 ..........................         281,400
   2,065,000      Dr. Pepper Bottling Texas, senior notes, 10.25%, 02/15/00 ....................       2,152,763
   1,300,000      Dr. Pepper Bottling Holdings, senior notes, zero coupon to 02/15/98, (original
                   accretion rate 11.625%), 11.625% thereafter, 02/15/03 .......................       1,085,500
   1,800,000      PMI Acquisition Corp., guaranteed senior sub. notes, 10.25%, 09/01/03 ........       1,773,000
   2,250,000      Specialty Foods Corp., senior notes, Series B, 10.25%, 08/15/01 ..............       2,112,188
   1,500,000      Texas Bottling Group, Inc., senior sub. notes, 9.00%, 11/15/03 ...............       1,462,500
                                                                                                    -------------
                                                                                                      12,384,101
                                                                                                    -------------
                  Food Retailing  5.9%
   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 ...........       2,125,000
   2,000,000      Grand Union Co., senior notes, 12.00%, 09/01/04 ..............................       1,877,500
   2,000,000      Pathmark Stores, Inc., senior sub. notes, 9.625%, 05/01/03 ...................       1,887,500
   1,000,000      Pathmark Stores, Inc., S.F., sub. notes, 11.625%, 06/15/02 ...................       1,000,000
   1,000,000      Penn Traffic Co., senior notes, 8.625%, 12/15/03 .............................         832,500
   1,000,000      Ralphs Grocery Co., senior notes, 10.45%, 06/15/04 ...........................         962,500
   1,000,000      Ralphs Grocery Co., senior sub. notes, 11.00%, 06/15/05 ......................         925,000
   2,460,000      Smiths Food & Drug, senior sub. notes, 11.25%, 05/15/07 ......................       2,503,050
                                                                                                    -------------
                                                                                                      13,502,550
                                                                                                    -------------

                  Forest & Paper Products  6.4%
   2,000,000      APP International Finance, company guarantee, 11.75%, 10/01/05 ...............       2,050,000
   1,000,000      Fort Howard Corp., senior sub. notes, 9.00%, 02/01/06 ........................         967,500
   1,500,000      Fort Howard Corp., sub. notes, 10.00%, 03/15/03 ..............................       1,507,500
     800,000     cFour M Corp., senior notes, 12.00%, 06/01/06 .................................         818,000
   3,000,000      Rapp International Finance Co., company guarantee, 13.25%, 12/15/05 ..........       3,225,000
   1,500,000      REPAP Wisconsin, Inc., senior notes, 9.875%, 05/01/06 ........................       1,338,750
   2,450,000      Riverwood International, company guarantee, 10.25%, 04/01/06 .................       2,443,875
     500,000      S.D. Warren Co., senior sub. notes, 12.00%, 12/15/04 .........................         532,500
   2,000,000      Tembec Finance Corp., senior notes, 9.875%, 09/30/05 .........................       1,870,000
                                                                                                    -------------
                                                                                                      14,753,125
                                                                                                    -------------
                  Gaming & Leisure  10.0%
$    850,000     cAMF Group, Inc., senior sub. notes, 10.875%, 03/15/06 ........................      $  847,875
   1,400,000     cAMF Group, Inc., senior disc. notes, zero coupon to 03/15/01, (original accretion
                   rate 12.25%), 12.25% thereafter, 03/15/06 ...................................         759,500
   2,000,000      Aztar Corp., senior sub. notes, 11.00%, 10/01/02 .............................       2,085,000
   1,000,000      Aztar Corp., senior sub. notes, 13.75%, 10/01/04 .............................       1,152,500
   2,000,000      Bally's Grand, first mortgage, Series B, 10.375%, 12/15/03 ...................       2,202,500
   1,000,000     cCobb Theatres/Financial Corp., senior notes, 10.625%, 03/01/03 ...............       1,027,500
   1,000,000      Grand Casinos, Inc., first mortgage, 10.125%, 12/01/03 .......................       1,027,500
     560,000      Harvey Casinos Resorts, senior sub. notes, 10.625%, 06/01/06 .................         562,800
   2,000,000      Players International, Inc., senior notes, 10.875%, 04/15/05 .................       2,035,000
   2,500,000      Rio Hotel & Casino, Inc., senior sub. notes, 10.625%, 07/15/05 ...............       2,612,500
   2,000,000      Showboat, Inc., senior sub. notes, 13.00%, 08/01/09 ..........................       2,310,000
   4,000,000      Six Flags Theme Parks, senior sub. notes, zero coupon to 06/15/98, (original
                   accretion rate 12.25%), 12.25% thereafter, 06/15/05 .........................       3,410,000
   2,950,000      Station Casinos, Inc., senior sub. notes, 10.125%, 03/15/06 ..................       2,898,375
                                                                                                    -------------
                                                                                                      22,931,050
                                                                                                    -------------
                  Health Care Services  11.2%
   4,000,000      Abbey Healthcare Group, Inc., senior sub. notes, 9.50%, 11/01/02 .............       4,120,000
   1,750,000      Integrated Health Services, Inc., senior sub. notes, 9.625%, 05/31/02 ........       1,741,250
   3,000,000      IVAC Corp., senior notes, 9.25%, 12/01/02 ....................................       3,000,000
   3,500,000     cMariner Health Group, senior sub. notes, 9.50%, 04/01/06 .....................       3,386,250
   1,000,000      OrNda Healthcorp, Inc., S.F., senior sub. deb., 12.25%, 05/15/02 .............       1,086,250
   3,000,000      Regency Health Services, Inc., senior sub. notes, 9.875%, 10/15/02 ...........       2,887,500
   1,500,000      Sola Group, Ltd., senior sub. notes, 6.00%, 12/15/03 .........................       1,372,500
     250,000      Tenet Healthcare Corp., senior notes, 9.625%, 09/01/02 .......................         265,625
   3,000,000      Tenet Healthcare Corp., senior notes, 8.625%, 12/01/03 .......................       3,045,000
     900,000      Tenet Healthcare Corp., senior sub. notes, 10.125%, 03/01/05 .................         954,000
   3,950,000      Unilab Corp., senior notes, 11.00%, 04/01/06 .................................       3,732,750
                                                                                                    -------------
                                                                                                     25,591,125
                                                                                                    -------------
                  Industrial  4.2%
   2,800,000      AAF-McQuay, Inc., senior notes, 8.875%, 02/15/03 .............................       2,646,000
   3,500,000      American Standard, Inc., senior sub. deb., zero coupon to 06/01/98, (original
                   accretion rate 10.50%), 10.50% thereafter, 06/01/05 .........................       3,045,000
     750,000      Day International Group, senior sub. notes, 11.125%, 06/01/05 ................         768,750
   1,000,000      Easco Corp., senior notes, Series B, 10.00%, 03/15/01 ........................       1,010,000
   2,300,000      Nortek, Inc., senior sub. notes, 9.875%, 03/01/04 ............................       2,196,500
                                                                                                    -------------
                                                                                                       9,666,250
                                                                                                    -------------

                  Lodging 3.8%
$  2,950,000      HMH Properties, Inc., senior notes, 9.50%, 05/15/05 ..........................     $ 2,817,250
   3,000,000      John Q. Hammons Hotels L.P., first mortgage, 9.75%, 10/01/05 .................       2,906,250
   3,000,000      Red Roof Inns, senior notes, 9.625%, 12/15/03 ................................       2,872,500
                                                                                                    -------------
                                                                                                       8,596,000
                                                                                                    -------------
                  Media & Broadcasting  9.0%
   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 .............       2,625,750
   3,000,000      Heritage Media Corp., senior sub. notes, 8.75%, 02/15/06 .....................       2,805,000
   2,500,000      Hollinger International Publishing, company guarantee, 9.25%, 02/01/06 .......       2,290,625
   1,500,000     cK-III Communications Corp., senior notes, 8.50%, 02/01/06 ....................       1,376,250
   1,500,000      K-III Communications Corp., S.F., senior notes, 10.25%, 06/01/04 .............       1,522,500
     500,000      News America Holdings, Inc., senior notes, 9.125%, 10/15/99 ..................         532,845
   2,000,000      SCI Television, Inc., senior notes, 11.00%, 06/30/05 .........................       2,090,000
   3,800,000     cSFX Broadcasting, senior sub. notes, 10.75%, 05/15/06 ........................       3,752,500
   1,100,000      Sinclair Broadcast Group, Inc., senior sub. notes, 10.00%, 09/30/05 ..........       1,072,500
   1,500,000      Sullivan Broadcasting, senior sub. notes, 10.25%, 12/15/05 ...................       1,436,250
                                                                                                    -------------
                                                                                                      20,514,220
                                                                                                    -------------
                  Metals & Mining  1.1%
   1,500,000      Algoma Steel, Inc., first mortgage, 12.375%, 07/15/05 ........................       1,470,000
   1,100,000      Republic Engineered Steel, first mortgage, 9.875%, 12/15/01 ..................       1,031,250
                                                                                                    -------------
                                                                                                       2,501,250
                                                                                                    -------------
                  Retail  .7%
   1,500,000      Eckerd Jack Corp., senior sub. notes, 9.25%, 02/15/04 ........................       1,531,875
                                                                                                    -------------
                  Technology & Information Services  2.1%
   2,000,000      ADT Operations, guaranteed senior sub. notes, 9.25%, 08/01/03 ................       2,070,000
   1,500,000      Bell & Howell Co., senior notes, 9.25%, 07/15/00 .............................       1,481,250
     400,000      Bell & Howell Co., senior sub. notes, 10.75%, 10/01/02 .......................         428,000
     900,000      Exide Electronics Group, senior sub. notes, 11.50%, 03/15/06 .................         900,000
                                                                                                    -------------
                                                                                                       4,879,250
                                                                                                    -------------
                  Textiles & Apparel  1.9%
   3,000,000     cClark-Schwebel, Inc., senior notes, 10.50%, 04/15/06 .........................       3,105,000
   1,030,000   a,bForstmann Textile & Co., Inc., S.F., senior sub. notes, 14.75%, 04/15/99 .....         293,550
   1,000,000      Westpoint Stevens, Inc., senior sub. deb., 9.375%, 12/15/05 ..................         975,000
                                                                                                    -------------
                                                                                                      4,373,550
                                                                                                    -------------

            Transportation 1.6%
$  1,500,000      Gearbulk Holding, Ltd., senior notes, 11.25%, 12/01/04 .......................     $ 1,582,500
   2,000,000      Southern Pacific Transportation Co., senior notes, 9.375%, 08/15/05 ..........       2,090,000
                                                                                                    -------------
                                                                                                       3,672,500
                                                                                                    -------------
                  Utilities  1.6%
   2,500,000      El Paso Electric Co., first mortgage, Series D, 8.90%, 02/01/06 ..............       2,481,250
   1,000,000      Midland Funding II, S.F., senior lease obligation, Series B, 13.25%, 07/23/06        1,117,500
                                                                                                    -------------
                                                                                                       3,598,750
                                                                                                    -------------
                  Wireless Communication  5.5%
   4,170,000      Arch Communications Group, senior disc. notes, zero coupon to 03/15/01,
                   (original accretion rate 10.875%), 10.875% thereafter, 03/15/08 .............       2,168,400
   2,500,000      Dial Call Communications, units, senior disc. notes, zero coupon to 04/15/99,
                   (original accretion rate 12.25%), 12.25% thereafter, 04/15/04 ...............       1,600,000
   5,000,000      Intelcom Group (USA), Inc., senior disc. notes, zero coupon to 05/01/01,
                   (original accretion rate 12.50%), 12.50% thereafter, 05/01/06 ...............       2,725,000
   5,000,000      MFS Communication Co., Inc., senior disc. notes, zero coupon to 01/15/01,
                   (original accretion rate 8.875%), 8.875% thereafter, 01/15/06 ...............       3,037,500
   5,000,000      Teleport Communications, senior disc. notes, zero coupon to 07/01/01,
                   (original accretion rate 11.125%), 11.125% thereafter, 07/01/07 .............       2,937,500
                                                                                                    -------------
                                                                                                      12,468,400
                                                                                                    -------------
                        Total Corporate Bonds (Cost $210,494,405) ..............................     208,327,602
                                                                                                    -------------
   Shares/
  Warrants
- ----------
                  Common Stock  .6%
      50,817     aKash N' Karry Food Stores, Inc. (Cost $1,462,392).............................       1,321,242
                                                                                                    -------------
                  Preferred Stock  .9%
       2,044     cTime Warner, Inc., Series K, PIK, 10.25%, 07/01/16 (Cost $2,043,897)..........       2,003,674
                                                                                                    -------------
                  Warrants  0%
         900   a,cExide Electronics Group ......................................................          18,000
         300     aFoodmaker, Inc. ..............................................................           6,926
       2,500     aNextel Communications, Inc. ..................................................              25
                                                                                                    -------------
                        Total Warrants (Cost $38,843) ..........................................          24,951
                                                                                                    -------------
                        Total Long Term Investments (Cost $214,039,537) ........................     211,677,469
                                                                                                    -------------
  
$ 11,522,534   d,eJoint Repurchase Agreement, 5.439%, 07/01/96, (Maturity Value $11,581,182)
                   (Cost $11,575,935)
                   Chase Securities, Inc., (Maturity Value $1,664,388)
                    Collateral: U.S. Treasury Notes, 5.375%, 11/30/97
                   Daiwa Securities America, Inc., (Maturity Value $1,664,388)
                    Collateral: U.S. Treasury Notes, 5.25% - 8.875%, 12/31/97 - 08/31/00
                   Donaldson, Lufkin & Jenrette Securities Corp., (Maturity Value $1,594,854)
                    Collateral: U.S. Treasury Bills, 05/29/97
                    Collateral: U.S. Treasury Notes, 5.125% - 6.75%, 07/31/97 - 07/31/00
                   Fuji Securities, Inc., (Maturity Value $1,664,388)
                    Collateral: U.S. Treasury Notes, 5.50% - 8.875%, 07/31/97 - 02/15/99
                   Lehman Brothers, Inc., (Maturity Value $1,664,388)
                    Collateral: U.S. Treasury Notes, 5.625% - 11.75%, 09/30/99 - 02/15/01
                   SBC Warburg, Inc., (Maturity Value $1,664,388)
                    Collateral: U.S. Treasury Notes, 5.75%, 09/30/97
                   UBS Securities, L.L.C., (Maturity Value $1,664,388)
                    Collateral: U.S. Treasury Notes, 6.50% - 8.875%, 11/15/98 - 11/30/99 .......   $  11,575,935
                                                                                                    -------------
                            Total Investments (Cost $225,615,472)  97.6%........................     223,253,404
                            Other Assets and Liabilities, Net  2.4%.............................       5,510,410
                                                                                                    -------------
                            Net Assets  100.0%..................................................    $228,763,814
                                                                                                    =============

                  At June 30, 1996, the net unrealized depreciation based on the
                  cost of investments for income tax purposes of $225,615,472 was as follows:
                    Aggregate gross unrealized appreciation for all investments for which there was an
                     excess of value over tax cost ............................................   $   4,044,035
                    Aggregate gross unrealized depreciation for all investments for which there was an
                     excess of tax cost over value ............................................      (6,406,103)
                                                                                                    -------------
                   Net unrealized depreciation ................................................   $  (2,362,068)
                                                                                                    =============
</TABLE>

PORTFOLIO ABBREVIATION:
L.P. - Limited Partnership
PIK  - Payment-in-Kind
S.F.   - Sinking Fund

*Securities traded in currency of country indicated and valued in U.S. dollars.
aNon-Income producing.

bSee Note 5 regarding defaulted securities.

cPurchased in a private placement transaction; resale may only be to qualified
insititutional buyers.

dFace amount for repurchase agreements is for the underlying collateral.

eSee Note 1(h) regarding joint repurchase agreement.

fFace amount is stated in foreign currency and value is stated in U.S. dollars.

gSee Note 1(i) regarding securities purchased on a when-issued basis.

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


FRANKLIN PARTNERS FUNDS
================================================================================

Financial Statements

Statements of Assets and Liabilities
June 30, 1996 (unaudited)

                                                                    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 .........................................      $26,697,739    $372,904,379     $214,039,537
                                                                    ===========      ===========      ==========
  At value....................................................       27,231,861     360,077,091      211,677,469
 Receivables from repurchase agreements, at value and cost....        1,271,468       8,188,442       11,575,935
 Cash.........................................................          423,025         192,081        5,014,143
 Foreign currencies (Cost $55)................................               55              --               --
 Receivables:
  Dividends and interest......................................          956,333       2,125,967        4,272,930
 Prepaid expenses.............................................               --          32,027               --
                                                                    -----------      -----------      ----------
      Total assets............................................       29,882,742     370,615,608      232,540,477
                                                                    -----------      -----------      ----------
Liabilities:
 Payables:
  Investment securities purchased:
   Regular delivery...........................................               --              --        2,910,750
   When-issued basis (Note 1).................................               --              --          700,000
  Distributions to partners...................................               --          23,386            4,898
  Management fees.............................................           10,260         159,255           94,501
  Distribution fees...........................................            4,653          49,928           39,642
  Partners' servicing costs...................................            1,006           5,677              426
 Accrued expenses and other liabilities.......................           39,449           5,833           26,446
                                                                    -----------      -----------      ----------
      Total liabilities.......................................           55,368         244,079        3,776,663
                                                                    -----------      -----------      ----------
Net assets, at value..........................................      $29,827,374    $370,371,529     $228,763,814
                                                                    ===========      ===========      ==========
Net assets consist of:
 Net unrealized appreciation (depreciation) on
  investments and translation of assets and liabilities
  denominated in foreign currencies...........................       $  527,301   $ (12,827,288)   $  (2,362,006)
 Undistributed net realized gain (loss) from
  investments and foreign currency transactions...............          750,060     (11,189,041)      (3,952,124)
 Partners' capital............................................       28,550,013     394,387,858      235,077,944
                                                                    -----------      -----------      ----------
Net assets, at value..........................................      $29,827,374    $370,371,529     $228,763,814
                                                                    ===========      ===========      ==========
Shares outstanding............................................        2,528,898      35,812,492       26,795,604
                                                                    ===========      ===========      ==========
Net asset value per share*....................................          $11.79           $10.34          $8.54
                                                                    ===========      ===========      ==========
Maximum offering price per share
 (100/95.75 of net asset value per share).....................          $12.31           $10.80           $8.92
                                                                    ===========      ===========      ==========

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

The accompanying notes are an integral part of these financial statements.
                                                            
                                                            
                                                            
FRANKLIN PARTNERS FUNDS
================================================================================

Financial Statements (cont.)

Statements of Operations
for the six months ended June 30, 1996 (unaudited)

                                                                    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:
 Dividends.................................................... $            --            $  --         $ 43,897
 Interest (Note 1)............................................       1,148,434       14,272,116        9,342,417
                                                                   -----------      -----------      ----------
      Total income ...........................................       1,148,434       14,272,116        9,386,314
                                                                   -----------      -----------      ----------
Expenses:
 Management fees (Note 4).....................................          93,365          992,250          570,157
 Distribution fees (Note 4)...................................          16,168          162,583          131,368
 Partners' servicing costs (Note 4)...........................           6,265           26,629           12,790
 Custodian fees...............................................          16,352            7,717            2,805
 Registration fees............................................          10,750            6,040           11,097
 Professional fees............................................           7,361           16,572           10,052
 Reports to partners..........................................           4,190            5,748            8,881
 Managing partners' fees and expenses.........................              --            1,973            2,755
 Other........................................................          21,864           19,086           33,709
 Management fees waived by manager (Note 4)...................         (54,862)              --               --
                                                                   -----------      -----------      ----------
      Total expenses..........................................         121,453        1,238,598          783,614
                                                                   -----------      -----------      ----------
        Net investment income.................................       1,026,981       13,033,518        8,602,700
                                                                   -----------      -----------      ----------
Realized and unrealized gain (loss)
 from investments and foreign currency:
  Net realized gain (loss) from:
   Investments................................................         127,723         (330,309)        (818,393)
   Foreign currency transactions..............................          (9,783)              --             (426)
  Net unrealized appreciation (depreciation) on:
   Investments................................................        (500,408)     (16,594,140)      (3,851,302)
   Translation of assets and liabilities
    denominated in foreign currencies.........................         (13,551)              --              356
                                                                   -----------      -----------      ----------
Net realized and unrealized loss from investments
 and foreign currency transactions............................        (396,019)     (16,924,449)      (4,669,765)
                                                                   -----------      -----------      ----------
Net increase (decrease) in net assets resulting from operations     $  630,962     $ (3,890,931)     $ 3,932,935
                                                                   ===========      ===========      ==========



The accompanying notes are an integral part of these financial statements.
                                                            
                                                           
                                                            
FRANKLIN PARTNERS FUNDS
===========================================================================================================================

Financial Statements (cont.)

Statements of Changes in Net Assets for the six months ended June 30, 1996
(unaudited) and the year ended December 31, 1995 

                              Franklin Tax-Advantaged     Franklin Tax-Advantaged       Franklin Tax-Advantaged
                              International Bond Fund U.S. Government Securities Fund High Yield Securities Fund
                               --------------------       ----------------------         ---------------------
                                1996          1995          1996           1995           1996          1995
                             ----------    ----------    -----------    -----------    -----------   ----------
<S>                         <C>           <C>           <C>            <C>             <C>          <C>         
Increase (decrease) in net
 assets:
  Operations:
   Net investment income..  $ 1,026,981   $ 1,888,748   $ 13,033,518   $ 29,326,619    $ 8,602,700  $  9,708,179
   Net realized gain (loss)
    from investments and
    foreign currency
    transactions..........      117,940        85,573       (330,309)    (2,853,964)      (818,819)      588,709
   Net unrealized apprecia-
    tion (depreciation) on
    investments and trans-
    lation of assets and
    liabilities denominated
    in foreign currencies.     (513,959)    2,489,173    (16,594,140)    46,981,743     (3,850,946)    7,378,901
                             ----------    ----------    -----------    -----------    -----------   ----------
     Net increase
      (decrease) in net
      assets resulting
      from operations.....      630,962     4,463,494     (3,890,931)    73,454,398      3,932,935    17,675,789
  Distributions to partners
   from undistributed net
   investment income......   (1,047,115)   (1,970,655)   (13,033,518)   (29,326,619)    (8,602,700)   (9,853,364)
  Increase (decrease) in net
   assets from partnership's
   capital share transactions
   (Note 2)...............    1,891,119     3,134,327    (16,268,843)   (96,984,064)    73,353,515    71,106,906
                             ----------    ----------    -----------    -----------    -----------   ----------
     Net increase
      (decrease)
      in net assets.......    1,474,966     5,627,166    (33,193,292)   (52,856,285)    68,683,750    78,929,331
Net assets:
 Beginning of period......   28,352,408    22,725,242    403,564,821    456,421,106    160,080,064    81,150,733
                             ----------    ----------    -----------    -----------    -----------   ----------
 End of period............  $29,827,374   $28,352,408   $370,371,529   $403,564,821   $228,763,814  $160,080,064
                             ==========    ==========    ===========    ===========    ===========   ==========
Undistributed net invest-
 ment income included in
 net assets:
  Beginning of period.....          $--           $--            $--            $--            $--  $    145,950
                             ==========    ==========    ===========    ===========    ===========   ==========
  End of period...........          $--           $--            $--            $--            $--          $ --
                             ==========    ==========    ===========    ===========    ===========   ==========

</TABLE>


The accompanying notes are an integral part of these financial statements.
                                                            
                                                            
                                                            
FRANKLIN PARTNERS FUNDS
================================================================================

Notes to Financial Statements (unaudited)




1. SIGNIFICANT ACCOUNTING POLICIES

Franklin Partners Funds (the Funds) consist of three separate and distinct Funds
(each organized as a California Limited  Partnership):  Franklin  Tax-Advantaged
International Bond Fund (the International Bond Fund),  Franklin  Tax-Advantaged
U.S.   Government   Securities   Fund  (the  Government   Fund),   and  Franklin
Tax-Advantaged High Yield Securities Fund (the High Yield Fund). Each Fund is an
open-end  diversified  management  investment company (mutual fund),  registered
under the Investment Company Act of 1940, as amended. Each Fund issues one class
of shares in the form of partnership interests,  and purchasers of shares of any
of the Funds become limited partners of such Fund. Each Fund maintains a totally
separate investment portfolio.  The investment objective of the Funds is current
income.

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.  The 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.

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:

Dividend income and  distributions  to shareholders  are recorded on ex-dividend
date.  Interest income and estimated expenses are accrued daily.  Original issue
discount is amortized as required by the Internal Revenue Code.

Net capital  gains (or losses)  realized by the Funds on  transactions  in their
respective  portfolio  securities  will  be  allocated  proportionately  to each
partner and will not be  distributed.  Thus, they will be reflected in the value
of a partner's shares.

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.  Net
realized  capital  gains and  losses  differ  for  financial  statement  and tax
purposes primarily due to differing  treatment of wash sale and foreign currency
transactions.

e. Accounting Estimates:

The  preparation  of the  financial  statements  in  accordance  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect the reported  amounts of assets and  liabilities at the
date of the financial  statements  and the amounts of income and expense  during
the reporting period. Actual results could differ from those estimates.

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 such  transactions are
recorded.  Differences between income and expense amounts recorded and collected
or paid are recognized when reported by the custodian.

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 Agreements:

The Funds may enter into a joint  repurchase  agreement  whereby its  uninvested
cash balance is deposited  into a joint cash account to be used to invest in one
or more repurchase  agreements with government  securities dealers recognized by
the Federal Reserve Board and/or member banks of the Federal Reserve System. The
value and face amount of the joint  repurchase  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 June 30,  1996,  all
outstanding  repurchase  agreements  held by the Funds had been  entered into on
June 28, 1996.

1. SIGNIFICANT ACCOUNTING POLICIES (cont.)

i. 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.

2. SHARES OF PARTNERSHIP INTEREST

At June  30,  1996,  there  were  an  unlimited  number  of  shares  authorized.
Transactions in each of the Fund's shares for the six months ended June 30, 1996
and the year ended December 31, 1995 were as follows:

<TABLE>
<CAPTION>


                                   Franklin Tax-Advantaged   Franklin Tax-Advantaged     Franklin Tax-Advantaged
                                   International Bond FundU.S. Government Securities FundHigh Yield Securities Fund
                                      -----------------       ---------------------       --------------------
                                    Shares      Amount       Shares        Amount        Shares        Amount
                                    -------    ---------    ---------    -----------    ---------    -----------
<S>                                 <C>      <C>            <C>         <C>            <C>          <C>         
Six months ended June 30, 1996
 Shares sold ....................   604,538  $ 7,138,698    3,367,388   $  35,422,263  12,761,380   $110,874,728
 Shares issued in reinvestment
 of distributions ...............    66,755      786,100      739,111       7,745,513     591,752      5,120,561
 Shares redeemed ................  (512,799)  (6,033,679)  (5,678,181)    (59,436,619) (4,935,245)   (42,641,774)
                                    -------    ---------    ---------    -----------    ---------    -----------
Net increase (decrease) .........   158,494  $ 1,891,119   (1,571,682)  $ (16,268,843)  8,417,887  $  73,353,515
                                    =======    =========    =========    ===========    =========    ===========
Year ended December 31, 1995
 Shares sold ....................   614,961  $ 7,144,340    3,361,305   $  34,978,883  10,645,479  $  91,897,613
 Shares issued in reinvestment
 of distributions ...............   138,785    1,586,635    1,594,639      16,617,604     729,778      6,243,333
 Shares redeemed ................  (491,575)  (5,596,648) (14,331,556)   (148,580,551) (3,151,509)   (27,034,040)
                                    -------    ---------    ---------    -----------    ---------    -----------
Net increase (decrease) .........   262,171  $ 3,134,327   (9,375,612)  $ (96,984,064)  8,223,748  $  71,106,906
                                    =======    =========    =========    ===========    =========    ===========

3. PURCHASES AND SALES OF SECURITIES

Purchases and sales of securities (excluding purchases and sales of short-term
securities) for the period ended June 30, 1996 were as follows:

                                   Franklin Tax-Advantaged   Franklin Tax-Advantaged     Franklin Tax-Advantaged
                                   International Bond FundU.S. Government Securities FundHigh Yield Securities Fund
                                      -----------------       ---------------------       --------------------
<S>                                      <C>                      <C>                         <C>        
Purchases..........................      $2,889,187               $  5,917,146                $82,079,155
Sales..............................      $1,614,439                $21,335,777                $10,805,063

</TABLE>


3. PURCHASES AND SALES OF SECURITIES (cont.)

For tax  purposes,  the aggregate  cost of securities is higher (and  unrealized
depreciation is higher) than for financial  reporting  purposes at June 30, 1996
by $20,631 in the Government Fund.


4. TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

a. Management Agreement:

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

Annualized Fee Rate Month End Net Assets
- ------------------  -------------------------------------------------
      0.625%        First $100 million
      0.50%         Over $100 million up to and including $250 million
      0.45%         Over $250 million

Under a subadvisory agreement, Templeton Investment Counsel, Inc. (TICI)
provides services to the International Bond Fund, and receives from Advisers
fees computed monthly on the net assets at the last day of the month as follows:

International Bond Fund
  Annualized Fee Rate   Month End Net Assets
 ---------------------  -------------------------------------------------
        0.026%          First $100 million
        0.021%          Over $100 million up to and including $250 million
        0.019%          Over $250 million

The terms of the management agreement provide that annual aggregate 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 each Fund's shares are registered. For the six months ended June 30,
1996, the Funds' expenses did not exceed these limitations. However, Advisers
agreed in advance to waive management fees for the International Bond Fund as
noted in the Statement of Operations.

 b. Partner Services Agreement:

Under the terms of a partner services agreement with Franklin/Templeton Investor
Services, Inc. (Investor Services), the Funds pay costs on a per partner account
basis.  Partner  servicing  costs incurred by the Funds for the six months ended
June 30, 1996, aggregated $45,684, all of which was paid to Investor Services.

c. Distribution Plan and Underwriting Agreement:

Under the terms of  distribution  plans pursuant to Rule 12b-1 of the Investment
Company   Act   of   1940   (the   Plans),    the   Funds   reimburse   Franklin
Templeton/Distributors,  Inc. (Distributors), in an amount up to 0.15% per annum
of the Funds'  average  daily net assets for costs  incurred  in the  promotion,
offering  and  marketing  of each  Fund's  shares.  The Plans do not  permit nor
require payments of excess costs after termination

In its  capacity  as  underwriter  for the  shares  of the  Funds,  Distributors
receives  commissions  on sales of the Funds'  shares of  partnership  interest.
Commissions  are deducted from the gross proceeds  received from the sale of the
shares of the Funds, and as such are not expenses of the Funds. Distributors may
also make payments,  out of its own  resources,  to dealers for certain sales of
the Funds' shares.  Commissions received by Distributors and the amounts paid to
other dealers for the six months ended June 30, 1996, were as follows:
<TABLE>
<CAPTION>


                                                                    International U.S. Government    High Yield
                                                                       Bond Fund   Securities Fund Securities Fund
                                                                       ---------     -----------     ----------
<S>                                                                      <C>            <C>             <C>     
Total commission received.........................................       $87,063        $449,473        $485,221
Paid to other dealers.............................................       $81,639        $418,910        $466,856

</TABLE>

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

d. Other Affiliates and Related Party Transactions:

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, Inc.


5. CREDIT RISK AND DEFAULTED SECURITIES

The High  Yield  Fund's  portfolio  is  primarily  invested  in lower  rated and
comparable  quality  unrated high yield  securities.  Investments  in high yield
securities  are  accompanied  by a greater  degree of credit risk and such lower
rated  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 June 30, 1996, the Fund held three defaulted securities issued
by three companies with a value aggregating  $713,800,  representing .31% of the
Fund's  net  assets.  For  information  as  to  specific  securities,   see  the
accompanying Statement of Investments in Securities and Net Assets.

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, German an Italian Securities.

     The High Yield Fund has investments in excess of 10% in the Health Care
     Services Industry.


6. OTHER CONSIDERATIONS

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

 . FINANCIAL HIGHLIGHTS

Selected data for each share of partnership interest outstanding throughout each
period by Fund are as follows:

<TABLE>
<CAPTION>

                       Per Share Operating Performance                                             Ratios/Supplemental Data
- ---------------------------------------------------------------------------                ----------------------------------------
                                                                                                               Ratio of Net
         Net Asset             Net Realized              Dividends  Net Asset            Net Assets   Ratio of  Investment
  Year   Value at      Net     & Unrealized  Total From  From Net     Value                at End     Expenses    Income  Portfolio
  Ended  Beginning Investment  Gains (Loss)  Investment Investment   at End     Total     of Period  to Average to Average Turnover
June 30, of Period   Income    on Securities Operations   Income    of Period  Return+   (in 000's)  Net Assets*Net Assets   Rate
- -----------------------------------------------------------------------------------------------------------------------------------

Franklin Tax-Advantaged International Bond Fund
<C>        <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
19961       11.96      .480        (.235)        .245      (.415)     11.79     2.11         29,827    .822       6.932      5.78
Franklin Tax-Advantaged U.S. Government Securities Fund
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
19961       10.80      .354        (.456)       (.102)     (.354)     10.34     (.98)       370,372    .642       6.722      1.57
Franklin Tax-Advantaged High Yield Securities Fund
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
19961        8.71      .370        (.170)        .200      (.370)      8.54     2.31        228,764    .782       8.592      5.91
</TABLE>

1For the six months ended June 30, 1996.

2Annualized.

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

*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, 1995 and the period ended June 30, 1996,  respectively,  would have
been .89%, .92%, .97%, 1.06%, 1.00% and 1.19%2. #

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






Franklin Partners Funds Semi-Annual Report June 30, 1996.

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

GRAPHIC MATERIAL (1)
This chart shows in bar format the geographic distribution of the fund's
portfolio based on total net assets.

Geographic Distribution on 6/30/96

Canada                              12.8%
Australia                           11.9%
Germany                             11.6%
Italy                               11.4%
United Kingdom                       9.6%
Denmark                              9.4%
United States                        8.7%
New Zealand                          8.4%
Sweden                               8.2%
Spain                                4.9%
France                               1.9%
Japan                                1.2%

GRAPHIC MATERIAL (2)

This chart shows in pie format the bond quality breakdown of the fund's
securities based on total net assets.

Bond Quality Breakdown on 6/30/96

Baa2                           0.4%
Ba1                            0.7%
Ba2                            2.0%
Ba3                           16.1%
B1                            17.3%
B2                            29.0%
B3                            23.1%
Caa                            2.0%
Ca                             0.1%
Other                          2.5%



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