FRANKLIN TAX ADVANTAGED INTERNATIONAL BOND FUND
N-30D, 1997-03-10
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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                         3

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

Franklin Tax-Advantaged
High Yield Securities Fund                     14

Glossary                                       20

Statement of Investments                       21

Financial Statements                           33

Notes to Financial Statements                  36

Report of Independent Auditors                 42



                                                              February 17, 1997

Dear Shareholder:

It is a  pleasure  to bring  you the  annual  report  of the  Franklin  Partners
Funds(R) for the period ended December 31, 1996.

It has been  nearly a year  since  the U.S.  Federal  Reserve  Board  (the  Fed)
adjusted  short-term  interest rates.  At the end of 1995, the U.S.  economy was
growing  at a  meager  annual  rate of only  .3% -- near a  recessionary  level.
Employment  reports in February and March showed signs of improvement  following
the Fed's rate reduction in late January -- the Fed's only adjustment in 1996.

Surprisingly  strong growth in the second  quarter  brought some fears of higher
inflation; but investors' fears eased off in the third quarter, pushing interest
rates -- and yields on most debt  instruments -- lower. In fact,  interest rates
continued to drop until reports revealed that activity in some key sectors (such
as  manufacturing)  picked  up  during  the  fourth  quarter.  At the end of the
reporting period, the 30-year Treasury's yield was 6.60%.*


*Micropal.


Looking  forward,  we expect  moderate U.S.  economic  growth and continued mild
inflation.  However,  several  factors  may  impact  the  bond  market  in 1997,
including  ongoing  reforms  of  entitlement  programs  and their  effect on the
federal  budget.  Additionally,  if stronger  economic growth in Europe and Asia
causes rising  interest  rates in these  regions,  investors may move their debt
investment from the U.S. to foreign markets. Such a movement of assets may force
U.S. interest rates to rise.

The following pages contain  specific  information  regarding the performance of
your investment and the other Franklin  Partners  Funds(R) over the fiscal year.
You will also  find we have  added a  glossary  at the back of the  report  that
contains definitions of certain investment terms for your reference.  As always,
we appreciate your continued support and welcome your comments.

Sincerely,



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


Special Update

As you may  know,  due to a change in U.S.  tax laws  which  occurred  after the
Franklin Partners Funds(R) were first offered to investors, after 1997, non-U.S.
investors in Partners Funds will become subject to U.S.  withholding  taxes. The
Managing  General  Partners believe that this is not consistent with the purpose
of the Funds,  and have  determined 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 will have the opportunity to exchange their investments
into other  U.S.-registered  Franklin Templeton Funds,  while non-U.S.  Partners
will 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.*

We are pleased to report that the  Franklin  Tax-Advantaged  International  Bond
Fund  generated a cumulative  total  return of +11.41% for the  12-month  period
ended December 31, 1996, as discussed in the Performance Summary on page 6.

During the period, we slightly  increased the fund's exposure to the dollar-bloc
countries of Australia,  Canada and New Zealand. We implemented this strategy in
the belief that U.S. interest rates would remain relatively stable compared with
those in other parts of the world, which would allow for more stable bond prices
in the dollar-bloc  countries.  Since U.S.  interest rates did remain relatively
stable,  this strategy was  successful  and  benefited  the fund's  performance.
Additionally,  because the dollar rose relative to other  currencies  during the
period,  the fund's heavy emphasis on  dollar-denominated  securities  increased
returns.

We also  reallocated our European  assets,  shifting  investments away from core
markets, including Germany and France, to higher-yielding markets such as Italy,
Spain and Sweden.  This was in accordance with our belief that improved domestic
policies  adopted in the  higher-yielding  markets would  generate the strongest
returns.   This  strategy   also  proved   successful,   ultimately   benefiting
shareholders.

The major  asset-allocation  changes over the fiscal year  reflected  the fund's
investment strategies.


*The risks of  investing  in a global  fund,  such as currency  fluctuation  and
increased   vulnerability   to  adverse   economic,   political  or   regulatory
developments, are described in the fund's prospectus.




GRAPHIC MATERIAL 1 OMITTED - SEE APPENDIX AT END OF DOCUMENT




For a complete list of portfolio holdings, please see page 21 of this report.


At the beginning of the period,  exposure to the German and French bond markets,
totaling  11.2% and 7.0% of total net assets,  was reduced by December 31, 1996,
to 10.6% and  1.8%,  respectively.  Allocations  in  Italy,  Spain  and  Sweden,
totaling 9.2%,  5.3% and 7.4% at the beginning of the period,  were increased to
10.8%,  7.6%,  and 7.6%,  respectively.  In addition,  Australian  holdings were
increased,  from 10.8% to 11.8%,  while an 8.9% holding in New Zealand  remained
relatively constant, ending the year at 8.3%.

Looking Forward

We feel that U.S.  inflation  should not pose a major  threat to interest  rates
during the next year,  while the  continuing  deflationary  trends in Europe and
Japan should help lower the overall level of interest rates globally.

However,  we do anticipate  continued  volatility  in bond and currency  markets
around the world.

We believe a diversified,  global bond portfolio can be an attractive vehicle to
help  soften  such  volatility,  and  we  search  for  attractive  total  return
opportunities wherever they may appear. In particular,  we see opportunities for
improved   returns  in  slower-growth   European   economies  and  in  selective
emerging-market countries.

This  discussion  reflects our strategies for the fund and includes our opinions
at the close of the reporting  period.  Since economic and market conditions are
constantly  changing,  our  strategies,  evaluations,  conclusions and decisions
regarding  the  portfolio  holdings  discussed  in this report may change as new
circumstances  arise.  Although  past  performance  of a specific  investment or
sector cannot guarantee future performance, such information can help illustrate
how we analyze the securities we purchase for the fund.

Performance Summary

The Franklin  Tax-Advantaged  International Bond Fund's share price, as measured
by net asset value,  increased  48.0 cents  during the  reporting  period,  from
$11.96 on December 31, 1995, to $12.44 on December 31, 1996.  During the period,
the fund paid distributions totaling 82.75 cents ($0.8275) per share.

At the end of the reporting  period,  your fund's  distribution  rate was 6.20%,
based on an  annualization  of the fund's  distributions  during the previous 30
days  and  the  maximum   offering   price  of  $12.99  on  December  31,  1996.
Distributions will vary based on the earnings of the fund's portfolio,  and past
distributions are not predictive of future trends.

The fund posted a cumulative  total  return of +11.41% for the  12-month  period
ended  December  31,  1996.  Total  return  measures  the  change in value of an
investment, assuming reinvestment of all distributions, and does not include the
initial sales charge. Past performance is not predictive of future results.


   Franklin Tax-Advantaged
   International Bond Fund
   Dividend Distributions (1/1/96-12/31/96)

                                         Dividend
   Month                                 per Share
- --------------------------------------------------------------------------------
   January                               6.30 cents
   February                              6.55 cents
   March                                 6.49 cents
   April                                 7.16 cents
   May                                   6.83 cents
   June                                  8.31 cents
   July                                  6.42 cents
   August                                6.62 cents
   September                             6.73 cents
   October                               7.38 cents
   November                              6.86 cents
   December                              7.10 cents
   Total                                82.75 cents


The graph to the right  compares  the  performance  of the fund's  shares  since
inception  with that of the Salomon  Brothers  Non-U.S.  World  Government  Bond
Index.  Although the fund's shares underperformed the index, an unmanaged market
index  has  inherent  performance  differentials  in  comparison  with any fund.
Indices do not pay  management  fees to cover  salaries of security  analysts or
portfolio  managers,  nor do they pay  commissions  or market spreads to buy and
sell bonds.  Unlike unmanaged  indices,  mutual funds can never be 100% invested
since  they  need  to keep  some  cash on hand  to  redeem  shares.  The  fund's
performance  figures also include the maximum  initial  sales  charge,  all fund
expenses and account  fees.  If operating  expenses  such as the fund's had been
applied to the index,  the index's  performance  would have been  lower.  Please
remember,  an index is simply a measure of  performance,  and one cannot  invest
directly in an index.




GRAPHIC MATERIAL 2 OMITTED - SEE APPENDIX AT END OF DOCUMENT




Franklin Tax-Advantaged International Bond Fund

Periods Ended December 31, 1996

                                                                       Since
                                                                     Inception
                                                 1-Year    5-Year    (6/9/90)
- --------------------------------------------------------------------------------

        Cumulative Total Return1                11.41%     52.53%    94.69%
        Average Annual Total Return2             6.68%      7.88%     9.95%

        Distribution Rate3             6.20%
        30-Day Standardized Yield4     5.20%
- --------------------------------------------------------------------------------

1.  Cumulative  total returns  measure the change in value of an investment over
the periods indicated and do not include the sales charge. See Note below.

2. Average annual total returns  represent the average annual change in value of
an investment over the specified periods and reflect the current,  maximum 4.25%
initial sales charge. See Note below.

3. Distribution rate is based on an annualization of the distributions paid over
the 30 days ended December 31, 1996, and the maximum offering price of $12.99 on
the same date.

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

Note:  Prior to July 1, 1994,  fund shares were offered at a lower initial sales
charge with  dividends  reinvested  at the offering  price.  Thus,  actual total
returns for  purchasers  of shares  during that period would have been  somewhat
different  than noted above.  Effective  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 and capital gains, if any, at net
asset  value,  and 12b-1 fees from the date of the plan's  implementation.  Your
investment return and principal value will fluctuate with market conditions, and
you may have a gain or loss when you sell your shares.  Past  performance is not
predictive of future results.

The fund's  manager  has agreed in advance to waive a portion of its  management
fees, which reduces  operating  expenses and increases yield,  distribution rate
and  total  returns.  If the  manager  had not taken  this  action,  the  fund's
distribution  rate and total  return  would have been  lower,  and yield for the
period  would have been 5.09%.  The fee waiver may be  discontinued  at any time
upon notice to the fund's Managing General Partners.


FRANKLIN TAX-ADVANTAGED U.S. GOVERNMENT SECURITIES FUND

Your Fund's Objective:

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

The  Franklin   Tax-Advantaged  U.S.  Government  Securities  Fund  generated  a
cumulative  total  return of +4.22% for the 12-month  period ended  December 31,
1996, as discussed in the Performance Summary on page 11.

During the reporting period, the agency mortgage pass-through market experienced
lower  prepayment  risk because  interest rates rose during much of the year and
mortgage refinancing slowed. Interest rate movements in 1996 were generally less
volatile  than during 1994 and 1995,  leading to more  predictable  estimates of
average  life of  GNMA  securities.  Although  the  higher  yields  of  mortgage
pass-through  securities improved their performance relative to other government
bonds,  rising  interest  rates  during  part of the period  limited  the fund's
returns.

Portfolio Update

Over the past 12 months,  the fund's manager employed a consistent,  disciplined
and conservative  approach to investing in the U.S.  government bond market. The
fund  also  continued  to  experience  low  portfolio  turnover,  which  reduced
transaction costs and ultimately benefited shareholders.

During the 12-month period, the fund made additional purchases of current coupon
GNMA  securities,  which slightly reduced the portfolio's  "barbelled"  position
among coupon sectors.  In addition,  we sought to enhance the fund's performance
by selecting those mortgage pools with the financial attributes that appeared to
be most  attractive  for the fund.  Our  increased  ability  to select  specific
securities  resulted from the agency  pass-through  market's  increased division
into sectors based on attributes of the underlying loans.

For example, within the universe of mortgage-backed  securities,  mortgage pools
have  varying  degrees of interest  rates and dates of issuance,  and  therefore
exhibit divergent  prepayment  patterns.  The emergence of these more pronounced
sectors helped us to anticipate certain prepayment  patterns and to purchase the
securities we believed were most appropriate.

Looking  forward,  we  anticipate  that the trend  toward  lower  interest  rate
volatility will help the fund provide  competitive  returns with superior credit
quality.

This  discussion  reflects our strategies for the fund and includes our opinions
at the close of the reporting  period.  Since economic and market conditions are
constantly  changing,  our  strategies,  evaluations,  conclusions and decisions
regarding  the  portfolio  holdings  discussed  in this report may change as new
circumstances  arise.  Although  past  performance  of a specific  investment or
sector cannot guarantee future performance, such information can help illustrate
how we analyze the securities we purchase for the fund.

Performance Summary

The Franklin  Tax-Advantaged U.S.  Government  Securities Fund's share price, as
measured by net asset value,  decreased 28.0 cents during the reporting  period,
from $10.80 on December  31, 1995,  to $10.52 on December  31, 1996.  During the
reporting period, the fund paid distributions totaling 70.85 cents ($0.7085) per
share.

At the end of this reporting  period,  your fund's  distribution rate was 6.23%,
based on an  annualization  of the fund's  distributions  during the previous 30
days  and  the  maximum   offering   price  of  $10.99  on  December  31,  1996.
Distributions will vary based on the earnings of the fund's portfolio,  and past
distributions are not predictive of future trends.

The fund posted a  cumulative  total  return of +4.22% for the  12-month  period
ended  December  31,  1996.  Total  return  measures  the  change in value of an
investment, assuming reinvestment of all distributions, and does not include the
sales charge. Past performance is not predictive of future results.


   Franklin Tax-Advantaged
   U.S. Government Securities Fund
   Dividend Distributions (1/1/96-12/31/96)

                                         Dividend
   Month                                 per Share
- --------------------------------------------------------------------------------
   January                               6.30 cents
   February                              5.97 cents
   March                                 5.53 cents
   April                                 6.22 cents
   May                                   5.89 cents
   June                                  5.47 cents
   July                                  6.25 cents
   August                                5.71 cents
   September                             6.05 cents
   October                               5.86 cents
   November                              5.59 cents
   December                              6.01 cents
   Total                                70.85 cents


The graph to the right  compares  the  performance  of the fund's  shares  since
inception with that of the Lehman Brothers  Intermediate  Government Bond Index.
As you can see, the fund's shares have  outperformed  this benchmark  index.  Of
course,  an unmanaged  market index has inherent  performance  differentials  in
comparison  with any fund.  Indices do not pay management fees to cover salaries
of security  analysts or  portfolio  managers,  nor do they pay  commissions  or
market spreads to buy and sell bonds. Unlike unmanaged indices, mutual funds can
never be 100%  invested  since  they  need to keep  some  cash on hand to redeem
shares.  The fund's  performance  figures also include the maximum initial sales
charge,  all fund expenses and account  fees. If operating  expenses such as the
fund's had been applied to the index,  the index's  performance  would have been
lower.  Please  remember,  an index is simply a measure of performance,  and one
cannot invest directly in an index.




GRAPHIC MATERIAL 3 OMITTED - SEE APPENDIX AT END OF DOCUMENT




Franklin Tax-Advantaged U.S. Government Securities Fund

Periods ended December 31, 1996

                                                                       Since
                                                                     Inception
                                                 1-Year    5-Year    (5/4/87)
- --------------------------------------------------------------------------------

     Cumulative Total Return1                    4.22%     37.45%    127.47%
     Average Annual Total Return2             -.22%         5.65%      8.39%

     Distribution Rate3                 6.23%
     30-Day Standardized Yield4         6.24%
- --------------------------------------------------------------------------------

1.  Cumulative  total returns  measure the change in value of an investment over
the periods indicated and do not include the sales charge. See Note below.

2. Average annual total returns  represent the average annual change in value of
an investment over the specified periods and reflect the current,  maximum 4.25%
initial sales charge. See Note below.

3. Distribution rate is based on an annualization of the distributions paid over
the 30 days ended December 31, 1996, and the maximum offering price of $10.99 on
the same date.

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

Note:  Prior to July 1, 1994,  fund shares were offered at a lower initial sales
charge with  dividends  reinvested  at the offering  price.  Thus,  actual total
returns for  purchasers  of shares  during that period would have been  somewhat
different  than noted above.  Effective  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 and capital gains, if any, at net
asset  value,  and 12b-1 fees from the date of the plan's  implementation.  Your
investment return and principal value will fluctuate with market conditions, and
you may have a gain or loss when you sell your shares.  Past  performance is not
predictive of future results.


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.

Fund Overview

We are pleased to report that the Franklin  Tax-Advantaged High Yield Securities
Fund performed very well in meeting its investment objective.  Moderate economic
growth,  low inflation and declining  interest  rates  contributed to the fund's
strong  performance  relative to other  fixed-income  investments for the fiscal
year ended December 31, 1996. The high-yield  market  outperformed U.S. Treasury
securities of similar  maturities,  and improving  corporate  profits and strong
demand for high-yield securities helped the fund provide a one-year total return
of +12.55%, as discussed in the Performance Summary on page 17.

Portfolio Update

During the reporting period, the fund made several industry-allocation  changes.
We decreased our investments in transportation  and forest/paper  products after
profit-taking in certain of these companies.  We also pared back our investments
in  food  retailing  due to  changing  competitive  dynamics,  and  reduced  our
investments  in health care  because of the  uncertain  legislative  outlook for
1997.

We increased our exposure to telecommunications  and wireless  communications in
light  of  the  more   favorable   competitive   outlook   resulting   from  the
Telecommunications Act of 1996. Essentially,  this law allows regional telephone
companies to offer long-distance and cable services,  TV networks to own more TV
and  radio  stations,  and  cable  companies  to set  their  own  prices.  These
industries  performed  well  during  the year  due to  economies  of  scale  and
increased  market   penetration.   Some  of  the  fund's  bonds  that  exhibited
exceptional  performance  during the reporting period included those from Sprint
Spectrum, IntelCom Group, and Teleport Communications.

Other  companies whose  securities  helped the fund's  performance  included IMC
Global,  REPAP Wisconsin,  MFS  Communications and Bally's Grand. IMC Global, an
international  fertilizer company,  was upgraded to  investment-grade  status by
Moody's and  Standard & Poor's(R)  (two  national  credit-rating  agencies) as a
result of improving fundamentals.  REPAP, MFS and Bally's benefited from mergers
with larger, well-capitalized companies.

With an eye toward the future,  we improved  the average  credit  quality of the
portfolio  during  the year,  from B3 to B2, as rated by  Moody's.  We made this
strategic move toward higher quality issues,  recognizing  that the U.S. economy
is in its sixth year of expansion,  and thus may be unable to sustain the strong
growth in corporate profits experienced over the last few years. We also believe
that acquiring  higher-quality  issues is a prudent investment  strategy for the
long term. Looking forward,  we anticipate an environment of moderate growth and
low inflation, which should be favorable for the high-yield bond market.




GRAPHIC MATERIAL 4 OMITTED - SEE APPENDIX AT END OF DOCUMENT




This  discussion  reflects our strategies for the fund and includes our opinions
at the close of the reporting  period.  Since economic and market conditions are
constantly  changing,  our  strategies,  evaluations,  conclusions and decisions
regarding  the  portfolio  holdings  discussed  in this report may change as new
circumstances  arise.  Although  past  performance  of a specific  investment or
sector cannot guarantee future performance, such information can help illustrate
how we analyze the securities we purchase for the fund.


   Franklin Tax-Advantaged
   High Yield Securities Fund
   Top 10 Holdings on December 31, 1996
   Based on Total Net Assets


   Company                                % of Total
   Industry                               Net Assets
- --------------------------------------------------------------------------------
   MFS Communications Co., Inc.              2.09%
   Telecommunications

   Sprint Spectrum L.P.                      1.92%
   Wireless Communications

   IMC Global, Inc.                          1.78%
   Chemicals

   Cablevision Systems Corp.                 1.77%
   Cable Television

   Paging Network, Inc.                      1.72%
   Wireless Communications

   Arcadian Partners L.P.                    1.66%
   Chemicals

   Four M Corp.                              1.50%
   Forest and Paper Products

   Sygnet Wireless, Inc.                     1.49%
   Wireless Communications

   Tenet Healthcare Corp.                    1.33%
   Health Care Services

   Abbey Healthcare Group, Inc.              1.25%
   Health Care Services


For a complete list of portfolio holdings, please see page 26 of this report.


Performance Summary

The  Franklin  Tax-Advantaged  High Yield  Securities  Fund's  share  price,  as
measured by net asset value,  increased 27.0 cents during the reporting  period,
from $8.71 on December  31,  1995,  to $8.98 on December  31,  1996.  During the
reporting  period,  the  fund  also  paid  distributions  totaling  76.74  cents
($0.7674) per share.

At the end of the reporting  period,  your fund's  distribution  rate was 8.61%,
based on an  annualization  of the fund's  distributions  during the previous 30
days and the maximum offering price of $9.38 on December 31, 1996. Distributions
will vary based on the earnings of the fund's portfolio,  and past distributions
are not predictive of future trends.

The fund posted a cumulative  total  return of +12.55% for the  12-month  period
ended  December  31,  1996.  Total  return  measures  the  change in value of an
investment, assuming reinvestment of all distributions, and does not include the
sales charge. Past performance is not predictive of future results.

The graph to the right  compares  the  performance  of the fund's  shares  since
inception with that of CS First Boston High Yield Index and the Salomon Brothers
Combined  Corporate  Index. We believe that the CS First Boston High Yield Index
of approximately  1,500 high-yield  corporate  securities rated BBB and lower by
Standard  &  Poor's(R)  bond  rating  service   provides  the  more  appropriate
comparison  given the fund's  current  portfolio.  For this reason,  the Salomon
Brothers Combined Corporate Index will be removed in the 1997 annual report.


   Franklin Tax-Advantaged
   High Yield Securities Fund
   Dividend Distributions (1/1/96-12/31/96)

                                         Dividend
   Month                                 per Share
   -----------------------------------------------------------------------------
   January                               6.73 cents
   February                              5.80 cents
   March                                 5.56 cents
   April                                 6.49 cents
   May                                   6.31 cents
   June                                  6.08 cents
   July                                  6.71 cents
   August                                6.09 cents
   September                             6.44 cents
   October                               6.89 cents
   November                              6.59 cents
   December                              7.05 cents
   Total                                76.74 cents


Although  the  fund's  shares  have  slightly  underperformed  the  indices,  an
unmanaged market index has inherent performance differentials in comparison with
any fund.  Indices do not pay  management  fees to cover  salaries  of  security
analysts or portfolio managers, nor do they pay commissions or market spreads to
buy and sell bonds.  Unlike  unmanaged  indices,  mutual funds can never be 100%
invested  because  they need to keep some  cash on hand to  redeem  shares.  The
fund's  performance  figures also include the maximum initial sales charge,  all
fund  expenses and account  fees.  If operating  expenses such as the fund's had
been applied to the index, the index's performance would have been lower. Please
remember,  an index is simply a measure of  performance,  and one cannot  invest
directly in an index.




GRAPHIC MATERIAL 5 OMITTED - SEE APPENDIX AT END OF DOCUMENT




Franklin Tax-Advantaged High Yield Securities Fund

Periods ended December 31, 1996

                                                                      Since
                                                                    Inception
                                                 1-Year    5-Year   (5/4/87)
- --------------------------------------------------------------------------------

    Cumulative Total Return1                    12.55%     80.56%    59.80%
    Average Annual Total Return2                 7.72%     11.58%     9.90%

    Distribution Rate3                  8.61%
    30-Day Standardized Yield4          8.39%
- --------------------------------------------------------------------------------

1.  Cumulative  total returns  measure the change in value of an investment over
the periods indicated and do not include the sales charge. See Note below.

2. Average annual total returns  represent the average annual change in value of
an investment over the specified periods and reflect the current,  maximum 4.25%
initial sales charge. See Note below.

3. Distribution rate is based on an annualization of the distributions paid over
the 30 days ended December 31, 1996, and the maximum  offering price of $9.38 on
the same date.

4. Yield,  calculated  as  required by the SEC, is based on the  earnings of the
fund's  portfolio for the 30 days ended  December 31, 1996.  High yields reflect
the higher credit risk  associated  with certain  lower-rated  securities in the
fund's portfolio and, in some cases, the market prices for these instruments.

Note:  Prior to July 1, 1994,  fund shares were offered at a lower initial sales
charge with  dividends  reinvested  at the offering  price.  Thus,  actual total
returns for  purchasers  of shares  during that period would have been  somewhat
different  than noted above.  Effective  July 1, 1994,  the fund  eliminated the
sales charge on  reinvested  dividends and  implemented  a plan of  distribution
under  Rule  12b-1,  which  affects  subsequent  performance.  All total  return
calculations  assume reinvestment of dividends and capital gains, if any, at net
asset  value,  and 12b-1 fees from the date of the plan's  implementation.  Your
investment return and principal value will fluctuate with market conditions, and
you may have a gain or loss when you sell your shares.  Past  performance is not
predictive of future results.


Glossary

Terms:

Average Life: Average length of time before the principal (face value) of a debt
issue is scheduled to be repaid.

Barbell  Strategy:  Holding  a  portfolio  of bonds  whose  interest  rates  are
distributed like the shape of a barbell,  with most of the portfolio invested in
higher-coupon and lower-coupon bonds.

Coupon:  Interest rate on a debt security that the issuer promises to pay to the
holder until maturity,  expressed as an annual percentage of face value (usually
per $1,000). For example, a $1,000 bond with a 10% coupon will pay $100 per year
in interest.

Credit  Quality:  An evaluation of the potential for a bond issuer to default on
interest or principal payments. Standard & Poor's(R), Moody's Investors Service,
and Fitch's Investors Service analyze the financial strength of a bond's issuer,
and assign  ratings  ranging from AAA  (unlikely to default) to D (in  default).
Bonds rated AAA to BBB are called "investment grade."

Current Coupon Bond:  Corporate,  federal or municipal bond with a coupon that's
within a half a percentage point of current market rates.

GNMA  Security:  GNMAs  are  guaranteed  by  the  Government  National  Mortgage
Association  as to the  timely  payment  of  principal  and  interest,  even  if
homeowners don't make mortgage payments on time.

Interest Rate Risk:  Risk that changes in interest rates will  adversely  affect
the value of  investments.  For  example,  an  investor  with large  holdings in
long-term bonds has considerable  interest rate risk, because the value of those
bonds will fall if interest rates rise.

Mortgaged-Backed  Security:  Security  backed  by  a  pool  of  mortgages.  Such
securities  are issued by the Federal  Home Loan  Mortgage  Corporation  and the
Federal  National  Mortgage  Association,  while  others are  guaranteed  by the
Government National Mortgage Association.  Most mortgaged-backed  securities are
pass-through  securities,  which  means  they  provide  investors  with  monthly
payments  consisting of a prorated share of both regular  interest and principal
payments  -- as well  as  unscheduled  early  prepayments  -- on the  underlying
mortgage pool.

Prepayment/Reinvestment  Risk:  Risk that  falling  interest  rates will  prompt
homeowners  to  refinance  their  mortgage  loans.  When  homeowners  refinance,
investors in mortgage pass-through securities receive a return of principal that
must be reinvested at a lower rate.

Indices:

CS First Boston High Yield Index: Unmanaged, trader-priced portfolio constructed
to mirror the public  high-yield  debt  market.  The Index has  several  modules
representing different sectors of the high-yield market,  including cash-paying,
zero-fix, defaulted and pay-in-kind modules.

Lehman Brothers  Intermediate  Government Bond Index:  Includes  fixed-rate debt
that is rated  investment  grade or higher by  Moody's,  Standard  & Poor's,  or
Fitch's.  Debt is  issued by the U.S.  government  and its  agencies,  and has a
maturity of one to 10 years.

Salomon Brothers Combined Corporate Index:  Includes all corporate issues, rated
from AAA to CCC, from the High-Yield Market Index and the corporate component of
the Salomon Brothers Broad Investment Grade Bond Index.

Salomon  Brothers  Non-U.S.  World  Government Bond Index:  Covers the available
market for domestic  government  bonds.  Contains an  all-inclusive  universe of
institutionally  traded bonds,  including all  fixed-rate  bonds with  remaining
maturities  of one year or longer and amounts  outstanding  of at least the U.S.
equivalent of $25 million.


<TABLE>
<CAPTION>
FRANKLIN PARTNERS FUNDS

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


                Face                                                                                    Value
 Country*      Amount         Franklin Tax-Advantaged International Bond Fund                         (Note 1)
- ----------------------------------------------------------------------------------------------------------------
    <S>           <C>         <C>                                                                      <C>
                              Foreign Notes, Bills, Bonds & Government Securities  92.6%
                              Australia  11.8%
    AU            820,000     EIB Global Bond, 10.25%, 10/01/01 .................................      $ 744,251
    AU          1,000,000     EuroFima, 9.875%, 01/17/07 ........................................        918,051
    AU            600,000     New South Wales Treasury Corp., 7.00%, 04/01/04....................        463,811
    AU            425,000     Queensland Treasury Corp., notes, 12.00%, 07/15/99 ................        380,409
    AU          1,660,000     Queensland Treasury Corp., notes, 8.00%, 05/14/03 .................      1,364,232
                                                                                                    ------------
                                                                                                       3,870,754
                                                                                                    ------------
                              Canada  12.3%
    CA            400,000     Government of Canada, 8.50%, 04/01/02 .............................        329,568
    CA            945,000     Government of Canada, 10.25%, 02/01/04 ............................        853,263
    CA            550,000     Government of Canada, 8.75%, 12/01/05..............................        466,971
    CA            420,000     Hydro-Quebec, Eurobonds, 11.25%, 10/10/00 .........................        368,706
    CA            150,000     Ontario-Hydro, Eurobonds, 9.00%, 06/24/02 .........................        125,713
    CA          1,500,000     Province of British Columbia, 9.00%, 01/09/02 .....................      1,249,692
    CA            830,000     Province of Ontario, 7.50%, 01/19/06...............................        645,370
                                                                                                    ------------
                                                                                                       4,039,283
                                                                                                    ------------
                              Denmark  11.1%
    DK          7,750,000     Government of Denmark, 9.00%, 11/15/00 ............................      1,499,597
    DK          1,176,000     Nykredit, 9.00%, 10/01/12 .........................................        216,269
    DK          5,780,000     Nykredit, 6.00%, 10/01/26 .........................................        850,953
    DK          7,473,000     Realkredit Danmark, 6.00%, 10/01/26 ...............................      1,104,644
                                                                                                    ------------
                                                                                                       3,671,463
                                                                                                    ------------
                              France  1.8%
    FR          4,250,000     French OAT, Strip, 0.00%, 10/25/15 ................................        226,901
    FR            510,000     French OAT, Strip, 0.00%, 10/25/16 ................................         24,869
    FR          1,500,000     Government of France, OAT, 8.50%, 12/26/12 ........................        352,565
                                                                                                    ------------
                                                                                                         604,335
                                                                                                    ------------
                              Germany  10.6%
    DD          1,380,000     Deutschland Republic, 8.50%, 08/21/00..............................      1,019,415
    DD          1,070,000     Deutschland Republic, 8.25%, 09/20/01..............................        796,258
    DD          1,450,000     German Unity Fund, 8.75%, 8/20/01..................................      1,096,760
    DD            850,000     West Japan Railway Co., 8.70%, 06/25/97 ...........................        564,365
                                                                                                    ------------
                                                                                                       3,476,798
                                                                                                    ------------
                              Italy  10.8%
    IT      1,050,000,000     Buoni Poliennali del Tesoro, 10.50%, 07/15/00......................        776,003
    IT        900,000,000     Buoni Poliennali del Tesoro, 10.50%, 09/01/05......................        709,433
                              Italy (cont.)
    IT      2,000,000,000     Certificati di Credito del Tesoro, 12.00%, 01/20/98 ...............    $ 1,390,237
    IT      1,000,000,000     Certificati di Credito del Tesoro, 9.60%, 01/01/00 ................        672,757
                                                                                                    ------------
                                                                                                       3,548,430
                                                                                                    ------------
                              Japan  1.0%
    JP         34,000,000     International Bank of Reconstruction and Development,
                               6.75%, 03/15/00...................................................        344,878
                                                                                                    ------------
                              New Zealand  8.3%
    NZ          2,275,000     New Zealand Government, 8.00%, 07/15/98 ...........................      1,630,342
    NZ          1,500,000     New Zealand Government, 8.00%, 04/15/04 ...........................      1,107,675
                                                                                                    ------------
                                                                                                       2,738,017
                                                                                                    ------------
                              Spain  7.6%
    ES         73,000,000     Government of Spain, 11.60%, 01/15/97 .............................        563,420
    ES        107,880,000     Government of Spain, 12.25%, 03/25/00..............................        985,026
    ES        100,000,000     Government of Spain, 10.90%, 08/30/03 .............................        947,814
                                                                                                    ------------
                                                                                                       2,496,260
                                                                                                    ------------
                              Sweden  7.6%
    SE          5,100,000     Staten Bostadiffinansier, 12.50%, 01/23/97 ........................        750,591
    SE          1,800,000     Staten Bostadiffinansier, 11.00%, 01/21/99 ........................        295,667
    SE          1,700,000     Government of Sweden, 10.25%, 05/05/03.............................        304,149
    SE          8,000,000     Government of Sweden, 6.00%, 02/09/05 .............................      1,136,799
                                                                                                    ------------
                                                                                                       2,487,206
                                                                                                    ------------
                              United Kingdom  9.7%
    GB            300,000     Abbey National Treasury Service, 10.50%, 04/22/97 .................        519,709
    GB            460,000     Export-Import Bank of Japan, 10.75%, 05/15/01 .....................        876,675
    GB            270,000     Government of Italy, Eurobonds, 10.50%, 04/28/14 ..................        561,691
    GB            715,000     United Kingdom Treasury, Conversion, 7.00%, 08/06/97 ..............      1,229,071
                                                                                                    ------------
                                                                                                       3,187,146
                                                                                                    ------------
                                     Total Long Term Investments (Cost $28,302,455)                   30,464,570
                                                                                                    ------------
                             dReceivables from Repurchase Agreements  4.0%
    US          1,303,741     Joint Repurchase Agreements, 6.59%, 01/02/97
                               (Maturity Value $1,327,393) (Cost $1,326,907)
                                Aubrey G. Lanston & Co., Inc., (Maturity Value $166,345)
                                 Collateral: U.S. Treasury Notes, 6.00% - 8.625%, 08/15/97 - 09/30/98
                                Bear, Stearns & Co., Inc., (Maturity Value $166,345)
                                 Collateral: U.S. Treasury Notes, 5.125% - 8.75%, 10/15/97 - 06/30/01
                              CIBC Wood Gundy Securities Corp., (Maturity Value $166,345)
                               Collateral: U.S. Treasury Notes, 5.75% - 6.25%, 07/31/98 - 12/31/98
                              Daiwa Securities America, Inc., (Maturity Value $166,345)
                               Collateral: U.S. Treasury Notes, 6.00% - 9.125%, 05/15/97 - 08/15/01
                              Donaldson, Lufkin & Jenrette Securities Corp. (Maturity Value $166,345)
                               Collateral: U.S. Treasury Notes, 6.00% - 8.875%, 11/15/97 - 11/15/01
                              SBC Warburg, Inc., (Maturity Value $162,978)
                               Collateral: U.S. Treasury Notes, 6.25% - 7.875%, 01/15/98 - 04/30/01
                              The Nikko Securities Co. International, Inc., (Maturity Value $166,345)
                               Collateral: U.S. Treasury Notes, 6.25% - 8.75%, 08/15/00 - 04/30/01
                              UBS Securities L.L.C., (Maturity Value $166,345)
                               Collateral: U.S. Treasury Notes, 6.25% - 8.50%, 06/30/98 - 05/31/01   $ 1,326,907
                                                                                                    ------------
                                        Total Investments (Cost $29,629,362)  96.6%                   31,791,477
                                        Other Assets and Liabilities, Net  3.4%                        1,103,102
                                                                                                    ------------
                                        Net Assets  100.0%                                           $32,894,579
                                                                                                    ============

                              At December 31, 1996, the net unrealized appreciation based on the cost
                               of investments for income tax purposes of $29,629,362 was as follows:
                                Aggregate gross unrealized appreciation for all investments in
                                 which there was an excess of value over tax cost..................  $ 2,799,936
                                Aggregate gross unrealized depreciation for all investments in
                                 which there was an excess of tax cost over value..................     (637,821)
                                                                                                    ------------
                                Net unrealized appreciation........................................  $ 2,162,115
                                                                                                    ============



PORTFOLIO ABBREVIATIONS:
OAT    -  Obligations Assumable by the Treasurer
L.L.C. -  Limited Liability Corp.


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



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



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



<TABLE>
<CAPTION>
FRANKLIN PARTNERS FUNDS
================================================================================

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


    Face                                                                                                Value
   Amount         Franklin Tax-Advantaged U.S. Government Securities Fund                             (Note 1)
- -----------------------------------------------------------------------------------------------------------------
<S>               <C>                                                                                <C>
                  Government National Mortgage Association (GNMA)  98.5%
$  9,103,545      GNMA I, SF, 6.00%, 10/15/23 - 11/15/23 .......................................     $ 8,460,619
  59,573,605      GNMA I, SF, 6.50%, 05/15/23 - 03/15/24 .......................................      56,911,484
   6,964,342      GNMA II, 6.50%, 09/20/23 .....................................................       6,609,599
  16,268,407      GNMA I, PL, 7.00%, 05/15/13 - 06/15/28 .......................................      15,856,623
  49,229,738      GNMA I, SF, 7.00%, 03/15/22 - 07/15/25 .......................................      48,229,799
  20,162,338      GNMA II, 7.00%, 11/20/16 - 08/20/25...........................................      19,626,793
  32,051,570      GNMA I, SF, 7.50%, 01/15/17 - 04/15/23 .......................................      32,111,701
  53,649,783      GNMA II, 7.50%, 09/20/16 - 12/20/25 ..........................................      53,415,073
  42,185,491      GNMA I, SF, 8.00%, 11/15/15 - 09/15/24 .......................................      43,081,992
   9,357,066      GNMA II, 8.00%, 11/20/16 - 08/20/22 ..........................................       9,485,735
  13,913,730      GNMA I, SF, 8.50%, 06/15/16 - 05/15/22 .......................................      14,426,848
   4,577,180      GNMA II, 8.50%, 11/20/21 - 03/20/22 ..........................................       4,711,636
   3,516,083      GNMA I, SF, 9.00%, 05/15/16 - 11/15/21 .......................................       3,709,486
   2,511,440      GNMA I, SF, 9.50%, 01/15/17 - 10/15/21 .......................................       2,716,289
     445,599      GNMA II, 9.50%, 04/20/25 .....................................................         477,488
   4,769,905      GNMA I, SF, 10.00%, 10/15/11 - 08/15/21 ......................................       5,236,458
     673,712      GNMA II, 10.00%, 10/20/16 - 11/20/20 .........................................         732,871
     133,256      GNMA, GPM, 10.25%, 02/15/16 - 09/15/20 .......................................         144,833
     747,054      GNMA I, SF, 10.50%, 02/15/16 - 07/15/19 ......................................         827,135
   1,273,874      GNMA II, 10.50%, 07/20/17 - 02/20/19 .........................................       1,397,678
     182,935      GNMA I, SF, 11.00%, 10/15/13 - 09/15/14 ......................................         204,545
     936,685      GNMA II, 11.00%, 07/20/17 - 05/20/19 .........................................       1,036,792
      79,298      GNMA I, SF, 11.50%, 08/15/16..................................................          90,103
     324,697      GNMA II, 11.50%, 08/20/16 - 03/20/19 .........................................         365,285
     133,816      GNMA I, SF, 12.00%, 06/15/15 .................................................         153,882
                                                                                                    ------------
                         Total Long Term Investments (Cost $336,537,790)                             330,020,747
                                                                                                    ------------
                 dReceivables from Repurchase Agreements  1.8%
   6,082,556      Joint Repurchase Agreements, 6.59%, 01/02/97, (Maturity Value $6,189,349)
                   (Cost $6,187,084)
                    Aubrey G. Lanston & Co., Inc., (Maturity Value $775,629)
                     Collateral: U.S. Treasury Notes, 6.00% - 8.625%, 08/15/97 - 09/30/98
                    Bear, Stearns & Co., Inc., (Maturity Value $775,629)
                     Collateral: U.S. Treasury Notes, 5.125% - 8.75%, 10/15/97 - 06/30/01
                    CIBC Wood Gundy Securities Corp., (Maturity Value $775,629)
                     Collateral: U.S. Treasury Notes, 5.75% - 6.25%, 07/31/98 - 12/31/98
                    Daiwa Securities America, Inc., (Maturity Value $775,629)
                     Collateral: U.S. Treasury Notes, 6.00% - 9.125%, 05/15/97 - 08/15/01
                    Donaldson, Lufkin & Jenrette Securities Corp., (Maturity Value $775,629)
                     Collateral: U.S. Treasury Notes, 6.00% - 8.875%, 11/15/97 - 11/15/01
                    SBC Warburg, Inc., (Maturity Value $759,946)
                     Collateral: U.S. Treasury Notes, 6.25% - 7.875%, 01/15/98 - 04/30/01
                    The Nikko Securities Co. International, Inc., (Maturity Value $775,629)
                     Collateral: U.S. Treasury Notes, 6.25% - 8.75%, 08/15/00 - 04/30/01
                    UBS Securities, L.L.C., (Maturity Value $775,629)
                     Collateral: U.S. Treasury Notes, 6.25% - 8.50%, 06/30/98 - 05/31/01 .......     $ 6,187,084
                                                                                                    ------------
                              Total Investments (Cost $342,724,874)  100.3%                          336,207,831
                              Liabilities in Excess of Other Assets  (0.3)%                           (1,125,775)
                                                                                                    ------------
                              Net Assets  100.0%                                                    $335,082,056
                                                                                                    ============



                    At December 31, 1996, the net unrealized depreciation based on the cost of
                     investments for income tax purposes of $342,744,458 was as follows:
                      Aggregate gross unrealized appreciation for all investments in which there
                       was an excess of value over tax cost.....................................     $ 2,306,860
                      Aggregate gross unrealized depreciation for all investments in which there
                       was an excess of tax cost over value.....................................      (8,843,487)
                                                                                                    ------------
                      Net unrealized depreciation...............................................    $ (6,536,627)
                                                                                                    ============



PORTFOLIO ABBREVIATIONS:
GPM    - Graduated Payment Mortgage
L.L.C. - Limited Liability Corp.
PL     - Project Loan
SF     - Single Family



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



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



<TABLE>
<CAPTION>
FRANKLIN PARTNERS FUNDS

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


    Face                                                                                                Value
   Amount         Franklin Tax-Advantaged High Yield Securities Fund                                  (Note 1)
- -----------------------------------------------------------------------------------------------------------------
<S>               <C>                                                                                <C>
                  Corporate Bonds  88.8%
                  Automotive  2.3%
$  2,500,000      Aetna Industries, Inc., senior notes, 11.875%, 10/01/06.......................     $ 2,693,750
   3,000,000      Collins & Aikman Products, senior sub. notes, 11.50%, 04/15/06................       3,281,250
   1,100,000      SPX Corp., senior sub. notes, 11.75%, 06/01/02 ...............................       1,232,000
     500,000     cSafelite Glass Corp., senior sub. notes, 9.875%, 12/15/06.....................         515,000
                                                                                                    ------------
                                                                                                       7,722,000
                                                                                                    ------------
                  Cable Television  7.9%
     960,000      Cablevision Systems Corp., senior sub. deb., 10.50%, 05/15/16 ................         998,400
   1,500,000      Cablevision Systems Corp., senior sub. deb., 9.875%, 04/01/23.................       1,470,000
   3,500,000      Cablevision Systems Corp., senior sub. notes, 9.25%, 11/01/05 ................       3,473,750
   3,000,000      Century Communications, senior notes, 9.50%, 03/01/05.........................       3,075,000
   2,000,000      Comcast Corp., senior sub., 9.125%, 10/15/06 .................................       2,055,000
   1,500,000      Comcast Corp., senior sub. deb., 9.50%, 01/15/08 .............................       1,560,000
   1,900,000      Continental Cablevision, Inc., senior sub. deb., 9.00%, 09/01/08 .............       2,146,789
   4,600,000      Diamond Cable Communications, Plc., senior disc. notes, zero coupon to 12/15/00,
                   (original accretion rate 11.75%), 11.75% thereafter, 12/15/05 ...............       3,294,750
   1,200,000     eRogers Cablesystems, Inc., senior secured deb. (Canada), 9.65%, 01/15/14 .....         858,673
     800,000      Rogers Communications, Inc., senior deb., 10.875%, 04/15/04 ..................         846,000
     200,000   a,bScott Cable Communications, Inc., S.F., sub. deb., 12.25%, 04/15/01 ..........         141,000
   5,000,000      Telewest, Plc., senior disc. deb., zero coupon to 10/01/00, (original accretion
                   rate 11.00%), 11.00% thereafter, 10/01/07 ...................................       3,500,000
   1,500,000      Time Warner, Inc., deb., 9.125%, 01/15/13 ....................................       1,635,000
   3,000,000      Wireless One, Inc., units, senior disc. notes, zero coupon to 08/01/01, (original
                   accretion rate 13.50%), 13.50% thereafter, 08/01/06..........................       1,470,000
                                                                                                    ------------
                                                                                                      26,524,362
                                                                                                    ------------
                  Chemicals  5.4%
   1,250,000      Applied Extrusion Technology, senior notes, Series B, 11.50%, 04/01/02........       1,321,875
   5,000,000      Arcadian Partners L.P., senior notes, Series B, 10.75%, 05/01/05 .............       5,575,000
   2,500,000      Harris Chemical of North America, senior sub. notes, 10.75%, 10/15/03 ........       2,600,000
   3,000,000      IMC Global, Inc., senior deb., 9.45%, 12/15/11................................       3,552,147
   2,225,000      IMC Global, Inc., senior notes, Series B, 10.75%, 06/15/03 ...................       2,443,722
   3,000,000      UCC Investors, discount notes, zero coupon to 05/01/98, (original accretion
                   rate 12.00%), 12.00% thereafter, 05/01/05....................................       2,610,000
                                                                                                    ------------
                                                                                                      18,102,744
                                                                                                    ------------
                  Consumer Goods  4.1%
   1,250,000      Calmar, Inc., senior sub. notes, 11.50%, 08/15/05 ............................       1,296,875
     400,000     cE&S Holdings Corp., senior sub. notes, 10.375%, 10/01/06 .....................         420,000
   4,000,000      Ekco Group, Inc., senior notes, 9.25%, 04/01/06 ..............................       3,970,000
   1,300,000      Herff Jones, Inc., senior sub notes, 11.00%, 08/15/05 ........................       1,397,500
   2,250,000      Hines Horticulture, Inc., senior sub notes, 11.75%, 10/15/05 .................       2,407,500
                  Consumer Goods (cont.)
$  2,000,000      Playtex Family Products Corp., senior sub. notes, 9.00%, 12/15/03 ............     $ 2,005,000
   2,000,000      Revlon Consumers Products Corp., senior sub. notes, Series B, 10.50%, 02/15/03       2,105,000
                                                                                                    ------------
                                                                                                      13,601,875
                                                                                                    ------------
                  Containers & Packaging  2.4%
   1,500,000      Container Corp. of America, guaranteed senior notes, Series A, 11.25%, 05/01/04      1,631,250
   2,000,000     cPlastic Containers, Inc., senior notes, 10.00%, 12/15/06......................       2,060,000
   3,750,000     cRadnor Holdings, senior notes, 10.00%, 12/01/03...............................       3,825,000
     600,000     cU.S. Can Corp., senior sub. notes, 10.125%, 10/15/06..........................         630,000
                                                                                                    ------------
                                                                                                       8,146,250
                                                                                                    ------------
                  Energy & Natural Resources  4.3%
   2,800,000     cAbraxas Petroleum Corp., senior notes, 11.50%, 11/01/04.......................       3,010,000
   3,000,000      Empire Gas Corp., senior secured notes, 7.00% coupon to 07/15/99, 12.875%
                   thereafter, 07/15/04 ........................................................       2,550,000
   1,200,000      Forcenergy, Inc., senior sub. notes, 9.50%, 11/01/06..........................       1,251,000
   2,975,000      Gulf Canada Resources, Ltd., sub. deb., 9.625%, 07/01/05 .....................       3,235,313
     700,000      Mesa Operating Co., company guarantee, 10.625%, 07/01/06 .....................         761,250
   3,500,000      Nuevo Energy Co., senior sub. notes, 9.50%, 04/15/06 .........................       3,692,500
                                                                                                    ------------
                                                                                                      14,500,063
                                                                                                    ------------
                  Financial  1.9%
     750,000      American Reinsurance Corp., senior sub. deb., 10.875%, 09/15/04 ..............         808,038
   3,750,000     cFirst Nationwide Escrow Corp., senior sub. notes, 10.625%, 10/01/03 ..........       4,068,750
   1,300,000      Homeside, Inc., senior notes, 11.25%, 05/15/03 ...............................       1,454,375
                                                                                                    ------------
                                                                                                       6,331,163
                                                                                                    ------------
                  Food & Beverages  4.7%
   1,500,000      Coca Cola Bottling Group Southwest, Inc., senior sub. notes, 9.00%, 11/15/03 .       1,530,000
   1,800,000      Curtice-Burns Foods, Inc., senior sub. notes, 12.25%, 02/01/05 ...............       1,872,000
     600,000     cDelta Beverage Group, senior notes, 9.75%, 12/15/03...........................         615,750
   2,830,000      Doane Products Co., senior notes, 10.625%, 03/01/06 ..........................       2,999,800
   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 .......................       1,222,000
   2,065,000      Dr. Pepper Bottling of Texas, senior notes, 10.25%, 02/15/00..................       2,152,763
   2,000,000     cInternational Home Foods, senior sub. notes, 10.375%, 11/01/06 ...............       2,085,000
   1,800,000      PMI Acquisition Corp., guaranteed senior sub. notes, 10.25%, 09/01/03 ........       1,867,500
   1,500,000      Texas Bottling Group, Inc., senior sub. notes, 9.00%, 11/15/03 ...............       1,522,500
                                                                                                    ------------
                                                                                                      15,867,313
                                                                                                    ------------
                  Food Retailing  3.6%
   2,000,000      Dominick's Finer Foods, senior sub. notes, 10.875%, 05/01/05 .................       2,230,000
   2,000,000      Grand Union Co., senior notes, 12.00%, 09/01/04 ..............................       2,130,000
                  Food Retailing (cont.)
$  2,000,000      Pathmark Stores, Inc., senior sub. notes, 9.625%, 05/01/03 ...................     $ 1,925,000
   1,000,000      Pathmark Stores, Inc., S.F., sub. notes, 11.625%, 06/15/02 ...................       1,025,000
   1,000,000      Penn Traffic Co., senior notes, 8.625%, 12/15/03 .............................         827,500
   1,000,000      Ralphs Grocery Co., senior notes, 10.45%, 06/15/04 ...........................       1,067,500
   2,460,000      Smiths Food & Drug, senior sub. notes, 11.25%, 05/15/07 ......................       2,730,600
                                                                                                    ------------
                                                                                                      11,935,600
                                                                                                    ------------
                  Forest & Paper Products  5.0%
   2,000,000      APP International Finance, company guarantee, 11.75%, 10/01/05 ...............       2,142,500
   4,800,000      Four M Corp., senior notes, 12.00%, 06/01/06 .................................       5,040,000
   3,000,000      Rapp International Finance Co., company guarantee, 13.25%, 12/15/05...........       3,315,000
   1,500,000      REPAP Wisconsin, Inc., senior notes, 9.875%, 05/01/06 ........................       1,518,750
   2,450,000      Riverwood International, company guarantee, 10.25%, 04/01/06 .................       2,425,500
     500,000      S.D. Warren Co., senior sub. notes, Series B, 12.00%, 12/15/04 ...............         542,500
   2,000,000      Tembec Finance Corp., senior notes, 9.875%, 09/30/05 .........................       1,895,000
                                                                                                    ------------
                                                                                                      16,879,250
                                                                                                    ------------
                  Gaming & Leisure  5.5%
   1,400,000      AMF Group, Inc., senior disc. notes, zero coupon to 03/15/01, (original accretion
                   rate 12.25%), 12.25% thereafter, 03/15/06 ...................................         924,000
   2,000,000      Aztar Corp., senior sub. notes, 11.00%, 10/01/02 .............................       1,940,000
   1,000,000      Aztar Corp., senior sub. notes, 13.75%, 10/01/04 .............................       1,070,000
     500,000     cEldorado Resorts L.L.C., senior sub. notes, 10.50%, 08/15/06..................         530,000
     560,000      Harvey Casinos Resorts, senior sub. notes, 10.625%, 06/01/06 .................         590,800
   2,000,000      Players International, Inc., senior notes, 10.875%, 04/15/05 .................       1,997,500
   2,500,000      Rio Hotel & Casino, Inc., senior sub. notes, 10.625%, 07/15/05 ...............       2,637,500
   2,000,000      Showboat, Inc., senior sub. notes, 13.00%, 08/01/09 ..........................       2,210,000
   4,000,000      Six Flags Theme Parks, senior sub. notes, Series A, zero coupon to 06/15/98,
                   (original accretion rate 12.25%), 12.25% thereafter, 06/15/05 ...............       3,750,000
   2,950,000      Station Casinos, Inc., senior sub. notes, 10.125%, 03/15/06 ..................       2,972,125
                                                                                                    ------------
                                                                                                      18,621,925
                                                                                                    ------------
                  Health Care Services  6.9%
   4,000,000      Abbey Healthcare Group, Inc., senior sub. notes, 9.50%, 11/01/02 .............       4,200,000
   1,750,000      Integrated Health Services, Inc., senior sub. notes, Series A, 9.625%, 05/31/02      1,811,250
   3,500,000      Mariner Health Group, senior sub. notes, 9.50%, 04/01/06 .....................       3,447,500
   3,000,000      Maxxim Medical, Inc., company guarantee, 10.50%, 08/01/06.....................       3,135,000
   1,000,000      OrNda Healthcorp., Inc., S.F., senior sub. deb., 12.25%, 05/15/02 ............       1,067,500
   3,000,000      Regency Health Services, Inc., senior sub. notes, 9.875%, 10/15/02 ...........       3,037,500
                  Health Care Services (cont.)
$  1,500,000      Sola Group, Ltd., senior sub. notes, 6.00% coupon to 12/15/98, 9.625%
                   thereafter, 12/15/03 ........................................................     $ 1,447,500
     250,000      Tenet Healthcare Corp., senior notes, 9.625%, 09/01/02 .......................         275,000
   3,000,000      Tenet Healthcare Corp., senior notes, 8.625%, 12/01/03 .......................       3,187,500
     900,000      Tenet Healthcare Corp., senior sub. notes, 10.125%, 03/01/05 .................         999,000
   1,000,000      Unilab Corp., senior notes, 11.00%, 04/01/06 .................................         685,000
                                                                                                    ------------
                                                                                                      23,292,750
                                                                                                    ------------
                  Industrial  5.4%
   2,800,000      AAF-McQuay, Inc., senior notes, 8.875%, 02/15/03 .............................       2,814,000
   2,000,000     cAllied Waste North America, senior sub. notes, 10.25%, 12/01/06...............       2,115,750
   3,500,000      American Standard, Inc., S.F., senior sub. deb., zero coupon to 06/01/98, (original
                   accretion rate 10.50%), 10.50% thereafter, 06/01/05 .........................       3,298,750
     750,000      Day International Group, senior sub. notes, 11.125%, 06/01/05 ................         791,250
   3,000,000      Easco Corp., senior notes, Series B, 10.00%, 03/15/01 ........................       3,045,000
   2,400,000      Goss Graphic Systems, Inc., senior sub. notes, 12.00%, 10/15/06...............       2,484,000
   1,200,000     cIntertek Finance, Plc., senior sub. notes, 10.25%, 11/01/06...................       1,254,000
   2,300,000      Nortek, Inc., senior sub. notes, 9.875%, 03/01/04 ............................       2,328,750
                                                                                                    ------------
                                                                                                      18,131,500
                                                                                                    ------------
                  Lodging  2.7%
   2,950,000      HMH Properties, Inc., senior notes, 9.50%, 05/15/05 ..........................       3,093,813
   3,000,000      John Q. Hammons Hotels L.P., first mortgage, 9.75%, 10/01/05 .................       3,060,000
   3,000,000      Red Roof Inns, senior notes, 9.625%, 12/15/03 ................................       3,045,000
                                                                                                    ------------
                                                                                                       9,198,813
                                                                                                    ------------
                  Media & Broadcasting  6.3%
   1,000,000      American Media Operation, senior sub. notes, 11.625%, 11/15/04 ...............       1,065,000
   1,000,000      Cobb Theatres/Financial Corp., senior notes, 10.625%, 03/01/03 ...............       1,057,500
   2,700,000      Granite Broadcasting Corp., senior sub. notes, 10.375%, 05/15/05 .............       2,787,750
   2,500,000      Hollinger International Publishing, company guarantee, 9.25%, 02/01/06 .......       2,481,250
   1,000,000      Jacor Communications Co., company guarantee, 9.75%, 12/15/06..................       1,026,250
   1,500,000      K-III Communications Corp., senior notes, 10.25%, 06/01/04 ...................       1,578,750
   1,500,000      K-III Communications Corp., senior notes, 8.50%, 02/01/06 ....................       1,481,250
   1,000,000      cPetersen Publishing, senior sub. notes, 11.125%, 11/15/06....................       1,045,000
   2,000,000      SCI Television, Inc., S.F., senior notes, 11.00%, 06/30/05 ...................       2,150,000
   3,800,000      SFX Broadcasting, senior sub. notes, Series B, 10.75%, 05/15/06 ..............       4,009,000
   1,100,000      Sinclair Broadcast Group, senior sub. notes, 10.00%, 09/30/05 ................       1,126,125
   1,500,000      Sullivan Broadcasting, senior sub. notes, 10.25%, 12/15/05 ...................       1,511,250
                                                                                                    ------------
                                                                                                      21,319,125
                                                                                                    ------------
                  Metals & Mining  0.8%
$  1,500,000      Algoma Steel, Inc., first mortgage, 12.375%, 07/15/05 ........................     $ 1,620,000
   1,100,000      Republic Engineered Steel, first mortgage, 9.875%, 12/15/01 ..................       1,036,750
                                                                                                    ------------
                                                                                                       2,656,750
                                                                                                    ------------
                  Retail  0.5%
   1,500,000      Eckerd Jack Corp., senior sub. notes, 9.25%, 02/15/04 ........................       1,616,250
                                                                                                    ------------
                  Technology & Information Services  2.0%
   2,000,000      ADT Operations, guaranteed senior sub. notes, 9.25%, 08/01/03 ................       2,142,500
   1,500,000      Bell & Howell Co., senior notes, 9.25%, 07/15/00 .............................       1,526,250
     400,000      Bell & Howell Co., senior sub. notes, 10.75%, 10/01/02 .......................         425,000
   1,200,000     cCelestica International, senior sub. notes, 10.50%, 12/31/06..................       1,260,000
   1,400,000      Exide Electronics Group, senior sub. notes, 11.50%, 03/15/06 .................       1,491,000
                                                                                                    ------------
                                                                                                       6,844,750
                                                                                                    ------------
                  Telecommunications  4.1%
   5,000,000      Intelcom Group, Inc., senior disc. notes, zero coupon to 05/01/01, (original
                   accretion rate 12.50%), 12.50% thereafter, 05/01/06..........................       3,278,650
   9,500,000      MFS Communications Co., Inc., senior disc. notes, zero coupon to 01/15/01,
                   (original accretion rate 8.875%), 8.875% thereafter, 01/15/06................       7,041,875
   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........................       3,450,000
                                                                                                    ------------
                                                                                                      13,770,525
                                                                                                    ------------
                  Textiles & Apparel  1.1%
   3,000,000      Clark-Schwebel, Inc., senior notes, Series B, 10.50%, 04/15/06 ...............       3,180,000
   1,030,000   a,bForstmann Textile, S.F., senior sub. notes, 14.75%, 04/15/99 .................         520,150
                                                                                                    ------------
                                                                                                       3,700,150
                                                                                                    ------------
                  Transportation  0.5%
   1,500,000      Gearbulk Holding, Ltd., senior notes, 11.25%, 12/01/04 .......................       1,642,500
                                                                                                    ------------
                  Utilities  1.6%
   1,500,000      AES China Generating Co., senior notes, 10.125%, 12/15/06.....................       1,530,000
   2,500,000      El Paso Electric Co., first mortgage, Series D, 8.90%, 02/01/06 ..............       2,650,000
   1,000,000      Midland Funding II, S.F., senior lease obligation, Series B, 13.25%, 07/23/06        1,185,000
                                                                                                    ------------
                                                                                                       5,365,000
                                                                                                    ------------
                  Wireless Communication  9.8%
   6,670,000      Arch Communications Group, senior disc. notes, zero coupon to 03/15/01,
                   (original accretion rate 10.875%), 10.875% thereafter, 03/15/08..............       3,843,588
   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 ...............       1,793,750
                  Wireless Communication (cont.)
$  5,000,000      International Wireless Communications, senior disc. notes, 0.00%, 08/15/01....     $ 2,750,000
   5,700,000      Millicom International Cellular, SA, senior disc. notes, zero coupon to 06/01/01,
                   (original accretion rate 13.50%), 13.50% thereafter, 06/01/06................       3,534,000
   2,300,000      Paging Network, Inc., senior sub. notes, 10.125%, 08/01/07....................       2,366,125
   3,350,000      Paging Network, Inc., senior sub. notes, 10.00%, 10/15/08.....................       3,408,625
   3,600,000      Rogers Cantel, Inc., senior deb., 9.75%, 06/01/16.............................       3,807,000
   9,550,000      Sprint Spectrum L.P., senior disc. notes, zero coupon to 08/15/01, (original
                   accretion rate 12.50%), 12.50% thereafter, 08/15/06..........................       6,470,125
   4,850,000      Synget Wireless, Inc., senior notes, 11.50%, 10/01/06.........................       4,995,500
                                                                                                    ------------
                                                                                                      32,968,713
                                                                                                    ------------
                         Total Corporate Bonds (Cost $286,603,636) .............................     298,739,371
                                                                                                    ------------
      Shares/
      Warrants
     ----------
                  Preferred Stock  1.3%
       2,000      Fresenius Medical Care, 9.00%.................................................       2,035,000
       2,150     cTime Warner, Inc., Series M, PIK, 10.25% .....................................       2,344,302
                                                                                                    ------------
                  Total Preferred Stock (Cost $4,150,894) ......................................       4,379,302
                                                                                                    ------------
                  Warrants
       4,140     aEmpire Gas Corp. .............................................................          12,420
         900   a,cExide Electronics Group.......................................................          27,000
         300     aFoodmaker, Inc. ..............................................................           7,151
       5,000     aInternational Wireless Communications ........................................              45
       2,500     aNextel Communications ........................................................              25
                                                                                                    ------------
                         Total Warrants (Cost $51,309) .........................................          46,641
                                                                                                    ------------
                         Total Long Term Investments (Cost $290,805,839) .......................     303,165,314
                                                                                                    ------------

    Face
   Amount
- ---------------------------------------------------------------------------------------------------------------------------
$ 25,963,428     dReceivables from Repurchase Agreements  7.9%
                  Joint Repurchase Agreements, 6.59%, 01/02/97 (Maturity Value $26,421,665)
                   (Cost $26,411,995)
                  Aubrey G. Lanston & Co., Inc., (Maturity Value $3,311,078)
                   Collateral: U.S. Treasury Notes, 6.00% - 8.625%, 08/15/97 - 09/30/98
                  Bear Stearns & Co., Inc., (Maturity Value $3,311,078)
                   Collateral: U.S. Treasury Notes, 5.125% - 8.75%, 10/15/97 - 06/30/01
                  CIBC Wood Gundy Securities Corp., (Maturity Value $3,311,078)
                   Collateral: U.S. Treasury Notes, 5.75% - 6.25%, 07/31/98 - 12/31/98
                  Daiwa Securities America, Inc., (Maturity Value $3,311,078)
                   Collateral: U.S. Treasury Notes, 6.00% - 9.125%, 05/15/97 - 08/15/01
                  Donaldson, Lufkin & Jenrette Securities Corp., (Maturity Value $3,311,078)
                   Collateral: U.S. Treasury Notes, 6.00% - 8.875%, 11/15/97 - 11/15/01
                  SBC Warburg, Inc., (Maturity Value $3,244,119)
                   Collateral: U.S. Treasury Notes, 6.25% - 7.875%, 01/15/98 - 04/30/01
                  The Nikko Securities Co. International, Inc., (Maturity Value $3,311,078)
                   Collateral: U.S. Treasury Notes, 6.25% - 8.75%, 08/15/00 - 04/30/01
                  UBS Securities L.L.C., (Maturity Value $3,311,078)
                   Collateral: U.S. Treasury Notes, 6.25% - 8.50%, 06/30/98 - 05/31/01..........    $ 26,411,995
                                                                                                    ------------
                            Total Investments (Cost $317,217,834)  98.0% .......................     329,577,309
                            Other Assets and Liabilities, Net  2.0% ............................       6,801,369
                                                                                                    ------------
                            Net Assets  100.0%..................................................    $336,378,678
                                                                                                    ============



                  At December 31, 1996, the net unrealized appreciation based on the cost of
                   investments for income tax purposes of $317,217,834 was as follows:
                  Aggregate gross unrealized appreciation for all investments for which there was
                   an excess of value over tax cost.............................................    $ 14,452,690
                  Aggregate gross unrealized depreciation for all investments for which there was
                   an excess of tax cost over value.............................................      (2,093,215)
                                                                                                    ------------
                  Net unrealized appreciation...................................................    $ 12,359,475
                                                                                                    ============



PORTFOLIO ABBREVIATIONS:
L.L.C  - Limited Liability Corp.
L.P.   - Limited Partnership
PIK    - Payment in Kind
S.F.   - Sinking Fund



aNon-income producing.
bSee Note 5 regarding defaulted securities.
cPurchased in a private placement  transaction;  resale may only be to qualified
institutional buyers.
dFace amount for repurchase agreement is for the underlying collateral. See Note
1(h) regarding  joint  repurchase  agreement. 
eFace amount is stated in foreign currency and value is stated in U.S. dollars.



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



<TABLE>
<CAPTION>
FRANKLIN PARTNERS FUNDS

Financial Statements

Statements of Assets and Liabilities
December 31, 1996

                                                                    Franklin         Franklin         Franklin
                                                                 Tax-Advantaged   Tax-Advantaged   Tax-Advantaged
                                                                  International   U.S. Government    High Yield
                                                                    Bond Fund     Securities Fund  Securities Fund
                                                                   -----------      -----------      ----------
Assets:
 Investments in securities:
<S>                                                                 <C>            <C>              <C>         
At identified cost............................................      $28,302,455    $336,537,790     $290,805,839
                                                                   ===========      ===========      ==========
At value......................................................       30,464,570     330,020,747      303,165,314
 Receivables from repurchase agreements, at value and cost....        1,326,907       6,187,084       26,411,995
 Cash.........................................................           33,408              --        1,563,798
 Receivables:
Dividends and interest........................................        1,125,129       2,046,419        5,510,567
                                                                   -----------      -----------      ----------
Total assets..................................................       32,950,014     338,254,250      336,651,674
                                                                   -----------      -----------      ----------
Liabilities:
 Payables:
Distributions to partners.....................................               --           8,163               --
Management fees...............................................           39,061         147,491          146,383
Distribution fees.............................................            6,419          52,208           74,560
Partners' servicing costs.....................................              987           5,663            2,816
 Bank Overdraft...............................................               --       2,899,791               --
 Accrued expenses and other liabilities.......................            8,968          58,878           49,237
                                                                   -----------      -----------      ----------
Total liabilities.............................................           55,435       3,172,194          272,996
                                                                   -----------      -----------      ----------
Net assets, at value..........................................      $32,894,579    $335,082,056     $336,378,678
                                                                   ===========      ===========      ==========
Net assets consist of:
 Net unrealized appreciation (depreciation) on investments
 and translation of assets and liabilities denominated
 in foreign currencies........................................      $ 2,166,510    $ (6,517,043)    $ 12,359,189
 Accumulated net realized gain (loss) from investments........          752,280     (11,425,368)      (4,495,739)
 Partners' capital............................................       29,975,789     353,024,467      328,515,228
                                                                   -----------      -----------      ----------
Net assets, at value..........................................      $32,894,579    $335,082,056     $336,378,678
                                                                   ===========      ===========      ==========
Shares outstanding............................................        2,643,813      31,865,592       37,444,492
                                                                   ===========      ===========      ==========
Net asset value per share*....................................        $12.44             $10.52            $8.98
                                                                   ===========      ===========      ==========
Maximum offering price per share
 (100/95.75 of net asset value per share).....................        $12.99             $10.99            $9.38
                                                                   ===========      ===========      ==========



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



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



<TABLE>
<CAPTION>
FRANKLIN PARTNERS FUNDS

Financial Statements (cont.)

Statements of Operations
for the year ended December 31, 1996

                                                                    Franklin         Franklin         Franklin
                                                                 Tax-Advantaged   Tax-Advantaged   Tax-Advantaged
                                                                  International   U.S. Government    High Yield
                                                                    Bond Fund     Securities Fund  Securities Fund
                                                                   -----------      -----------       ----------
Investment income:
 <S>                                                                       <C>              <C>        <C>      
 Dividends....................................................             $--              $--        $ 151,685
 Interest (Note 1)............................................       2,343,088       27,620,206       22,786,413
                                                                   -----------      -----------       ----------
Total income..................................................       2,343,088       27,620,206       22,938,098
                                                                   -----------      -----------       ----------
Expenses:
 Management fees (Note 4).....................................         191,900        1,910,739        1,340,712
 Distribution fees (Note 4)...................................          35,888          323,731          343,987
 Partners' servicing costs (Note 4)...........................          11,876           73,354           31,457
 Custodian fees...............................................          14,585            7,213            5,274
 Registration fees............................................          12,891           13,730           14,010
 Reports to partners..........................................           9,106           58,978           26,553
 Professional fees............................................           5,995           50,404           31,104
 Managing partners' fees and expenses.........................              --            6,148            6,084
 Other........................................................           3,567           48,617           73,301
 Management fees waived by manager (Note 4)...................         (55,690)              --               --
                                                                   -----------      -----------       ----------
Total expenses................................................         230,118        2,492,914        1,872,482
                                                                   -----------      -----------       ----------
Net investment income.........................................       2,112,970       25,127,292       21,065,616
                                                                   -----------      -----------       ----------

Realized and unrealized gain (loss) from investments
 and foreign currency:
  Net realized gain (loss) from:
   Investments................................................         131,865         (566,636)      (1,362,434)
   Foreign currency transactions..............................         (38,162)              --             (528)
  Net unrealized appreciation (depreciation) on:
   Investments................................................       1,127,585      (10,283,895)      10,870,241
   Translation of assets and liabilities denominated in
    foreign currencies........................................          (5,670)              --                8
                                                                   -----------      -----------       ----------
Net realized and unrealized gain (loss) from investments
 and foreign currency transactions............................       1,215,618      (10,850,531)       9,507,287
                                                                   -----------      -----------       ----------
Net increase in net assets resulting from operations..........      $3,328,588      $14,276,761      $30,572,903
                                                                   ===========      ===========       ==========



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



<TABLE>
<CAPTION>
FRANKLIN PARTNERS FUNDS

Financial Statements (cont.)

Statements of Changes in Net Assets
for the years ended December 31, 1996 and 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
                                     ----------     ----------    ----------             ----------    ----------        ----------
Increase (decrease) in 
 net assets:
  Operations:
   <S>                               <C>            <C>           <C>                  <C>             <C>              <C>        
   Net investment income........     $ 2,112,970    $ 1,888,748   $ 25,127,292         $ 29,326,619    $ 21,065,616     $ 9,708,179
   Net realized gain (loss) from
    investments and foreign
    currency transactions.......          93,703         85,573       (566,636)          (2,853,964)     (1,362,962)        588,709
   Net unrealized appreciation
    (depreciation) on invest-
    ments and translation of
    assets and liabilities
    denominated in foreign
    currencies..................       1,121,915      2,489,173    (10,283,895)          46,981,743      10,870,249       7,378,901
                                      ----------     ----------     ----------           ----------      ----------      ----------
     Net increase in net
      assets resulting from
      operations................       3,328,588      4,463,494     14,276,761           73,454,398      30,572,903      17,675,789
    Distributions to partners
     from undistributed net
     investment income..........      (2,103,312)    (1,970,655)   (25,127,292)         (29,326,619)    (21,065,088)     (9,853,364)
    Increase (decrease) in net
     assets from partnership's
     capital share transactions
     (Note 2)...................       3,316,895      3,134,327    (57,632,234)         (96,984,064)    166,790,799      71,106,906
                                      ----------     ----------     ----------           ----------      ----------      ----------
        Net increase (decrease)
         in net assets..........       4,542,171      5,627,166    (68,482,765)         (52,856,285)    176,298,614      78,929,331
Net assets:
 Beginning of year..............      28,352,408     22,725,242    403,564,821          456,421,106     160,080,064      81,150,733
                                      ----------     ----------     ----------           ----------      ----------      ----------
 End of year....................     $32,894,579    $28,352,408   $335,082,056         $403,564,821    $336,378,678    $160,080,064
                                      ==========     ==========     ==========           ==========      ==========      ==========
Undistributed net investment
 income included in net assets:
  Beginning of year.............             $--            $--            $--                  $--             $--       $ 145,950
                                      ==========     ==========     ==========           ==========      ==========      ==========
  End of year...................             $--            $--            $--                  $--             $--             $--
                                      ==========     ==========     ==========           ==========      ==========      ==========



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



FRANKLIN PARTNERS FUNDS

Notes to Financial Statements




1. SIGNIFICANT ACCOUNTING POLICIES

Franklin Partners Funds (the Funds) consist of three separate and distinct Funds
(each organized as a California Limited  Partnership):  Franklin  Tax-Advantaged
International Bond Fund (the International Bond Fund),  Franklin  Tax-Advantaged
U.S.   Government   Securities   Fund  (the  Government   Fund),   and  Franklin
Tax-Advantaged High Yield Securities Fund (the High Yield Fund). Each Fund is an
open-end,  diversified  management investment company (mutual fund),  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.

On January 14, 1997, the Managing General Partners of the Funds agreed to submit
for a vote of the partners a  recommendation  to liquidate the Funds.  Under the
plan proposed by the Managing General Partners,  non-U.S. partners will have the
option to receive the value of their shares in cash or in shares of  established
offshore funds which parallel the respective Funds. If approved, the liquidation
is expected to occur by the summer of 1997.

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 Valuation:

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.  Portfolio  securities which are traded both in the over the counter
market and on a  securities  exchange  are valued  according to the broadest and
most representative  market as determined by the Managing General Partners.  The
Funds may utilize a pricing service,  bank or broker/dealer  experienced in such
matters to perform any of the pricing  functions,  under procedures  approved by
the Managing General  Partners.  Securities for which market  quotations are not
available are valued in accordance with  procedures  established by the Managing
General Partners.

The value of a foreign  security is determined as of the earlier of the close of
trading on the foreign exchange on which it is traded or the close of trading on
the New York Stock  Exchange.  That value is then converted into its U.S. dollar
equivalent at the foreign exchange rate in effect at noon, New York time, on the
day the value of the foreign  security is determined.  If no sale is reported at
that  time,  the  mean  between  the  current  bid and  asked  prices  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  the
ex-dividend  date.  Interest  income and estimated  expenses are accrued  daily.
Original issue discount is amortized as required by the Internal Revenue Code.


1. SIGNIFICANT ACCOUNTING POLICIES (cont.)

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

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

Net investment income differs for financial statement and tax purposes primarily
due to differing treatments of realized foreign currency transactions.

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

e. Accounting Estimates:

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

f. Expense Allocation:

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

g. Foreign Currency Translation:

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

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,  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 joint  repurchase  agreements  whereby their uninvested
cash  balances are  deposited  into a joint cash account to be used to invest in
one or more repurchase  agreements with government securities dealers recognized
by the Federal  Reserve Board and/or member banks of the Federal Reserve System.
The value and face amount of the joint  repurchase  agreements  are allocated to
the Funds based on their pro rata interest.  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 Funds' custodian.  The market
value, including accrued interest, of the initial  collateralization is required
to be at least 102% of the dollar amount  invested by the Funds,  with the value
of the underlying  securities  marked to market daily to maintain coverage of at
least 100%. At December 31, 1996, all outstanding  repurchase agreements held by
the Funds had been entered into on that date.


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

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

                                 Franklin Tax-Advantaged     Franklin Tax-Advantaged      Franklin Tax-Advantaged
                                 International Bond Fund U.S. Government Securities Fund High Yield Securities Fund
                                   ------------------        ---------------------         --------------------
                                 Shares        Amount        Shares        Amount         Shares        Amount
                                --------     ----------     ---------    -----------     ---------    -----------
1996
 <S>                           <C>         <C>             <C>         <C>             <C>          <C>         
 Shares sold.................  1,030,431   $12,354,985     4,627,383   $  48,667,839   27,487,907   $240,041,203
 Shares issued in reinvest-
 ment of distributions.......    131,440     1,578,666     1,432,703      14,985,152    1,386,114     12,098,606
 Shares redeemed.............   (888,462)  (10,616,756)  (11,578,668)   (121,285,225)  (9,807,246)   (85,349,010)
                               --------     ----------     ---------    -----------     ---------    -----------
Net increase (decrease)......    273,409   $ 3,316,895    (5,518,582)  $ (57,632,234)  19,066,775   $166,790,799
                               ========     ==========     =========    ===========     =========    ===========
1995
 Shares sold.................    614,961   $ 7,144,340     3,361,305    $ 34,978,883   10,645,479   $ 91,897,613
 Shares issued in reinvest-
 ment 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
                               ========     ==========     =========    ===========     =========    ===========
</TABLE>


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

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

                                      Franklin Tax-Advantaged     Franklin Tax-Advantaged        Franklin Tax-Advantaged
                                      International Bond Fund  U.S. Government Securities Fund  High Yield Securities Fund
                                         ----------------          --------------------             -----------------
<S>                                         <C>                        <C>                            <C>         
Purchases...........................        $4,612,008                 $ 5,917,146                    $182,236,665
Sales...............................        $1,658,539                 $57,467,487                    $ 35,853,551
</TABLE>


For tax  purposes,  the aggregate  cost of securities is higher (and  unrealized
depreciation  is higher) than for financial  reporting  purposes at December 31,
1996 by $19,584 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


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

a. Management Agreement: (cont.)

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

Under a subadvisory agreement, Templeton Investment Counsel, Inc. (TICI)
provides services to the International Bond Fund, and receives from Advisers,
fees computed on 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


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 year ended December
31, 1996 aggregated $116,687, 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 the Funds' 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 year ended December 31, 1996, were as follows:

<TABLE>
<CAPTION>

                                      Franklin Tax-Advantaged    Franklin Tax-Advantaged       Franklin Tax-Advantaged
                                      International Bond Fund U.S. Government Securities Fund High Yield Securities Fund
                                         ----------------         --------------------            -----------------
<S>                                           <C>                         <C>                         <C>     
Total commission received...........          $147,798                    $645,826                    $749,557
Paid to other dealers...............          $149,840                    $706,251                    $778,024
</TABLE>


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

5. CREDIT RISK AND DEFAULTED SECURITIES (cont.)

often  subordinated to other creditors of the issuer.  At December 31, 1996, the
Fund  held  two  defaulted   securities  with  a  value  aggregating   $661,150,
representing  .20% of the Fund's net  assets.  For  information  as to  specific
securities,  see the accompanying Statement of Investments in Securities and Net
Assets.

For  financial  reporting  purposes,  it is the Fund's  accounting  practice  to
discontinue accrual of income and provide an estimate for probable losses due to
unpaid  interest  income on  defaulted  bonds in the period in which the default
occurs.

There are certain  credit risks and foreign  currency  exchange risks due to the
manner in which  the  Funds are  invested,  which  may  subject  the Funds  more
significantly to economic changes  occurring in certain  industries,  sectors or
countries as follows:

The  International  Bond Fund has  investments in excess of 10% of its total net
assets in Australian, Canadian, Danish, German and Italian securities.


6. OTHER CONSIDERATIONS

As the Investment Advisor of the High Yield Fund, Advisers 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 Scott Cable and  Forstmann  Textile,  and  therefore 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  securities  while in  possession of
material non-public information in contravention of the Federal Securities laws.


<TABLE>
<CAPTION>
7. FINANCIAL HIGHLIGHTS

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


                  Per Share Operating Performance                                  Ratios/Supplemental Data
        ---------------------------------------------------              --------------------------------------------
                                  Net Realized                                                                 Ratio of Net
             Net Asset            & Unrealized            Dividends  Net Asset           Net Assets  Ratio of   Investment
  Year        Value at    Net        Gain      Total From  From Net   Value               at End     Expenses     Income   Portfolio
  Ended      Beginning Investment  (Loss) on   Investment Investment  at End     Total   of Period  to Average  to Average Turnover
December 31, of Period   Income   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>   
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
1996          11.96       .831        .477       1.308      (.828)     12.44    11.41      32,895     .75         6.92       5.81
Franklin Tax-Advantaged U.S. Government Securities Fund
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
1996          10.80       .709       (.280)       .429      (.709)     10.52     4.22     335,082     .67         6.76       1.64
Franklin Tax-Advantaged High Yield Securities Fund
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
1996           8.71       .767        .270       1.037      (.767)      8.98    12.55     336,379     .79         8.84      16.40
</TABLE>


7. FINANCIAL HIGHLIGHTS (cont.)

+Total  return  measures the change in value of an  investment  over the periods
indicated. It is not annualized. It does not include the maximum front-end sales
charge or the  contingent  deferred  sales  charge and assumes  reinvestment  of
dividends and capital gains at net asset value. Prior to May 1, 1994,  dividends
were reinvested at the maximum  offering  price,  and capital gains at net asset
value.  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.  The total  return may differ  from that
reported in the Manager's  Discussion due to  differences  between the net asset
values  quoted  and the net asset  values  calculated  for  financial  reporting
purposes.

*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 would have been as follows:

                                                     Ratio of expenses to
                                                      average net assets
- --------------------------------------------------------------------------------

       Franklin Tax-Advantaged International Bond Fund
       1992.........................................          .92%
       1993.........................................          .97
       1994.........................................         1.06
       1995.........................................         1.00
       1996.........................................          .94

                                           


FRANKLIN PARTNERS FUNDS

Report of Independent Accountants

To the Limited Partners and Managing General Partners of Franklin Tax-Advantaged
International   Bond  Fund  (A   California   Limited   Partnership),   Franklin
Tax-Advantaged   U.S.   Government   Securities   Fund  (A  California   Limited
Partnership),   and  Franklin  Tax-Advantaged  High  Yield  Securities  Fund  (A
California Limited Partnership):

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

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

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


COOPERS & LYBRAND L.L.P.



San Francisco, California

February 4, 1997








Franklin Partners Funds Annual Report December 31, 1996.

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

GRAPHIC MATERIAL (1)

This  chart  shows in bar  format  the  geographic  distribution  of the  fund's
securities  on December  31, 1996,  and  December  31, 1995,  based on total net
assets.

<TABLE>
<CAPTION>
Geographic Distribution on 12/31/96 versus 12/31/95
<S>                                 <C>       <C>
Canada                              12.3%     10.6%
Australia                           11.8%     10.8%
Denmark                             11.1%     10.9%
Italy                               10.8%      9.2%
Germany                             10.6%     11.2%
United Kingdom                       9.7%     10.3%
New Zealand                          8.3%      8.9%
Spain                                7.6%      5.3%
Sweden                               7.6%      7.4%
France                               1.8%      7.0%
Japan                                1.0%      1.4%
Short-Term Obligations &             7.4%      7.0%
   Other Net Assets
</TABLE>


GRAPHIC MATERIAL (2)

The following line graph  hypothetically  compares the performance of the fund's
shares with the Salomon Brothers Non-U.S.  World Government Bond Index, based on
a $10,000 investment from 6/9/90 to 12/31/96.

<TABLE>
<CAPTION>
Period Ending     Fund         Index
    <S>            <C>         <C>
    6/9/90         9575        $10,000
   6/30/90        9,727        $10,146
   7/31/90       10,293        $10,645
   8/31/90       10,465        $10,635
   9/30/90       10,525        $10,760
  10/31/90       10,912        $11,532
  11/30/90       11,048        $11,672
  12/31/90       11,085        $11,725
   1/31/91       11,309        $12,177
   2/28/91       11,246        $12,141
   3/31/91       10,494        $11,227
   4/30/91       10,574        $11,439
   5/31/91       10,545        $11,371
   6/30/91       10,294        $11,144
   7/31/91       10,677        $11,481
   8/31/91       10,860        $11,672
   9/30/91       11,431        $12,334
  10/31/91       11,498        $12,493
  11/30/91       11,724        $12,752
  12/31/91       12,221        $13,626
   1/31/92       11,930        $13,361
   2/29/92       11,913        $13,163
   3/31/92       11,901        $12,968
   4/30/92       12,004        $13,060
   5/31/92       12,355        $13,634
   6/30/92       12,753        $14,186
   7/31/92       12,988        $14,495
   8/31/92       13,187        $15,136
   9/30/92       12,954        $15,232
  10/31/92       12,447        $14,683
  11/30/92       12,032        $14,305
  12/31/92       12,092        $14,275
   1/31/93       12,212        $14,471
   2/28/93       12,293        $14,759
   3/31/93       12,652        $15,125
   4/30/93       12,927        $15,578
   5/31/93       13,101        $15,862
   6/30/93       12,868        $15,565
   7/31/93       12,820        $15,576
   8/31/93       13,175        $16,131
   9/30/93       13,286        $16,403
  10/31/93       13,444        $16,328
  11/30/93       13,231        $16,253
  12/31/93       13,599        $16,433
   1/31/94       13,940        $16,504
   2/28/94       13,695        $16,550
   3/31/94       13,544        $16,752
   4/30/94       13,527        $16,861
   5/31/94       13,461        $16,633
   6/30/94       13,387        $17,036
   7/31/94       13,467        $17,080
   8/31/94       13,477        $16,981
   9/30/94       13,584        $17,317
  10/31/94       13,937        $17,764
  11/30/94       13,817        $17,407
  12/31/94       13,898        $17,416
   1/31/95       13,989        $17,795
   2/28/95       14,290        $18,299
   3/31/95       14,630        $19,929
   4/30/95       14,943        $20,356
   5/31/95       15,341        $20,800
   6/30/95       15,377        $20,904
   7/31/95       15,730        $21,014
   8/31/95       15,565        $19,812
   9/30/95       16,030        $20,397
  10/31/95       16,417        $20,462
  11/30/95       16,473        $20,640
  12/31/95       16,734        $20,820
   1/31/96       16,640        $20,360
   2/29/96       16,662        $20,419
   3/31/96       16,754        $20,470
   4/30/96       16,784        $20,429
   5/31/96       16,911        $20,439
   6/30/96       17,086        $20,553
   7/31/96       17,411        $21,121
   8/31/96       17,683        $21,262
   9/30/96       17,898        $21,222
  10/31/96       18,390        $21,581
  11/30/96       18,684        $21,829
  12/31/96       18,641        $21,674
- ---------------------------------------
    Totals       86.41%        116.74%

</TABLE>


GRAPHIC MATERIAL (3)

The following line graph  hypothetically  compares the performance of the fund's
shares with the Lehman Brothers  Intermediate  Government Bond Index, based on a
$10,000 investment from 5/4/87 to 12/31/96.

<TABLE>
<CAPTION>
Period Ending     Fund         Index 
     <S>          <C>          <C>
     5/4/87       $9,579       $10,000
    5/31/87       $9,714        $9,981
    6/30/87       $9,879       $10,099
    7/31/87       $9,977       $10,121
    8/31/87       $9,969       $10,095
    9/30/87       $9,748        $9,968
   10/31/87       $9,971       $10,265
   11/30/87      $10,154       $10,327
   12/31/87      $10,239       $10,427
    1/31/88      $10,565       $10,686
    2/29/88      $10,648       $10,799
    3/31/88      $10,641       $10,754
    4/30/88      $10,645       $10,735
    5/31/88      $10,617       $10,684
    6/30/88      $10,842       $10,858
    7/31/88      $10,824       $10,825
    8/31/88      $10,824       $10,839
    9/30/88      $11,052       $11,027
   10/31/88      $11,251       $11,179
   11/30/88      $11,134       $11,083
   12/31/88      $11,080       $11,094
    1/31/89      $11,226       $11,205
    2/28/89      $11,182       $11,156
    3/31/89      $11,183       $11,208
    4/30/89      $11,380       $11,435
    5/31/89      $11,671       $11,655
    6/30/89      $11,965       $11,953
    7/31/89      $12,118       $12,195
    8/31/89      $12,024       $12,031
    9/30/89      $12,083       $12,088
   10/31/89      $12,324       $12,342
   11/30/89      $12,456       $12,464
   12/31/89      $12,540       $12,500
    1/31/90      $12,467       $12,423
    2/28/90      $12,562       $12,469
    3/31/90      $12,594       $12,484
    4/30/90      $12,520       $12,443
    5/31/90      $12,848       $12,709
    6/30/90      $12,980       $12,877
    7/31/90      $13,186       $13,057
    8/31/90      $13,144       $13,010
    9/30/90      $13,224       $13,126
   10/31/90      $13,370       $13,308
   11/30/90      $13,629       $13,509
   12/31/90      $13,822       $13,696
    1/31/91      $14,018       $13,837
    2/28/91      $14,092       $13,921
    3/31/91      $14,184       $13,998
    4/30/91      $14,323       $14,142
    5/31/91      $14,434       $14,221
    6/30/91      $14,464       $14,232
    7/31/91      $14,700       $14,386
    8/31/91      $14,924       $14,659
    9/30/91      $15,174       $14,909
   10/31/91      $15,376       $15,079
   11/30/91      $15,443       $15,255
   12/31/91      $15,852       $15,626
    1/31/92      $15,611       $15,476
    2/29/92      $15,767       $15,524
    3/31/92      $15,678       $15,462
    4/30/92      $15,808       $15,601
    5/31/92      $16,082       $15,833
    6/30/92      $16,309       $16,061
    7/31/92      $16,529       $16,370
    8/31/92      $16,735       $16,537
    9/30/92      $16,882       $16,765
   10/31/92      $16,651       $16,564
   11/30/92      $16,707       $16,496
   12/31/92      $16,980       $16,708
    1/31/93      $17,310       $17,019
    2/28/93      $17,523       $17,269
    3/31/93      $17,599       $17,333
    4/30/93      $17,666       $17,468
    5/31/93      $17,771       $17,421
    6/30/93      $18,043       $17,674
    7/31/93      $18,172       $17,709
    8/31/93      $18,339       $17,973
    9/30/93      $18,307       $18,047
   10/31/93      $18,416       $18,090
   11/30/93      $18,221       $18,002
   12/31/93      $18,420       $18,075
    1/31/94      $18,619       $18,254
    2/28/94      $18,363       $18,004
    3/31/94      $17,695       $17,741
    4/30/94      $17,535       $17,626
    5/31/94      $17,588       $17,638
    6/30/94      $17,482       $17,642
    7/31/94      $17,874       $17,873
    8/31/94      $17,896       $17,925
    9/30/94      $17,541       $17,776
   10/31/94      $17,451       $17,780
   11/30/94      $17,432       $17,701
   12/31/94      $17,660       $17,760
    1/31/95      $18,078       $18,049
    2/28/95      $18,569       $18,398
    3/31/95      $18,640       $18,499
    4/30/95      $18,908       $18,713
    5/31/95      $19,673       $19,241
    6/30/95      $19,783       $19,364
    7/31/95      $19,744       $19,374
    8/31/95      $19,986       $19,533
    9/30/95      $20,169       $19,664
   10/31/95      $20,398       $19,880
   11/30/95      $20,646       $20,122
   12/31/95      $20,907       $20,322
    1/31/96      $21,029       $20,492
    2/29/96      $20,775       $20,275
    3/31/96      $20,629       $20,182
    4/30/96      $20,535       $20,123
    5/31/96      $20,433       $20,113
    6/30/96      $20,702       $20,318
    7/31/96      $20,767       $20,381
    8/31/96      $20,741       $20,404
    9/30/96      $21,127       $20,667
   10/31/96      $21,572       $21,006
   11/30/96      $21,953       $21,260
   12/31/96      $21,788       $21,145
- ---------------------------------------
      Total      117.88%       111.45%
</TABLE>


GRAPHIC MATERIAL(4)

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

<TABLE>
<CAPTION>
Quality Break down on December 31, 1996
<S>               <C>
Aa2               0.3%
Baa2              2.7%
Ba1               2.2%
Ba2               0.5%
Ba3              13.2%
B1               19.6%
B2               32.0%
B3               23.5%
Caa               3.8%
Ca                0.2%
NotRated          2.0%
</TABLE>


GRAPHICMATERIAL(5)

The following line graph  hypothetically  compares the performance of the fund's
shares  with the  Salomon  Brothers  Combined  Corporate  Index and the CS First
Boston High Yield Index, based on a $10,000 investment from 5/4/87 to 12/31/96.

<TABLE>
<CAPTION>
Period Ending     Fund       Index      Index
      <S>        <C>        <C>        <C>
      5/4/87     $9,579     $10,000    $10,000
     5/31/87     $9,579      $9,969     $9,969
     6/30/87     $9,512     $10,165    $10,106
     7/31/87     $9,515     $10,268    $10,067
     8/31/87     $9,553     $10,374    $10,046
     9/30/87     $9,157     $10,119     $9,743
    10/31/87     $8,810      $9,732    $10,012
    11/30/87     $9,216     $10,109    $10,141
    12/31/87     $9,350     $10,356    $10,315
     1/31/88     $9,686     $10,710    $10,743
     2/29/88     $9,948     $11,021    $10,911
     3/31/88     $9,857     $10,946    $10,795
     4/30/88     $9,946     $11,024    $10,729
     5/31/88     $9,940     $11,079    $10,711
     6/30/88    $10,098     $11,314    $11,001
     7/31/88    $10,203     $11,443    $10,957
     8/31/88    $10,208     $11,410    $10,999
     9/30/88    $10,299     $11,513    $11,262
    10/31/88    $10,423     $11,671    $11,460
    11/30/88    $10,417     $11,697    $11,349
    12/31/88    $10,500     $11,770    $11,370
     1/31/89    $10,771     $12,007    $11,554
     2/28/89    $10,823     $12,062    $11,493
     3/31/89    $10,765     $11,975    $11,543
     4/30/89    $10,884     $11,947    $11,737
     5/31/89    $11,023     $12,231    $12,062
     6/30/89    $11,224     $12,407    $12,402
     7/31/89    $11,248     $12,434    $12,609
     8/31/89    $11,367     $12,433    $12,449
     9/30/89    $11,233     $12,151    $12,470
    10/31/89    $10,986     $11,847    $12,673
    11/30/89    $10,912     $11,871    $12,762
    12/31/89    $10,987     $11,817    $12,774
     1/31/90    $10,647     $11,401    $12,605
     2/28/90    $10,298     $11,191    $12,600
     3/31/90    $10,442     $11,513    $12,640
     4/30/90    $10,174     $11,561    $12,530
     5/31/90    $10,402     $11,802    $12,902
     6/30/90    $10,651     $12,173    $13,127
     7/31/90    $10,968     $12,567    $13,301
     8/31/90    $10,358     $11,986    $13,046
     9/30/90     $9,543     $11,071    $13,011
    10/31/90     $8,984     $10,794    $13,007
    11/30/90     $9,130     $11,011    $13,265
    12/31/90     $9,188     $11,063    $13,457
     1/31/91     $8,998     $11,367    $13,655
     2/28/91     $9,925     $12,347    $13,990
     3/31/91    $10,805     $13,113    $14,267
     4/30/91    $11,436     $13,657    $14,536
     5/31/91    $11,446     $13,725    $14,642
     6/30/91    $11,878     $14,085    $14,701
     7/31/91    $12,496     $14,561    $14,936
     8/31/91    $12,781     $14,826    $15,259
     9/30/91    $12,993     $15,163    $15,553
    10/31/91    $13,502     $15,665    $15,744
    11/30/91    $13,603     $15,790    $15,908
    12/31/91    $13,782     $15,905    $16,364
     1/31/92    $14,247     $16,553    $16,292
     2/29/92    $14,541     $16,955    $16,479
     3/31/92    $14,806     $17,207    $16,450
     4/30/92    $14,977     $17,221    $16,559
     5/31/92    $15,187     $17,455    $16,891
     6/30/92    $15,316     $17,628    $17,160
     7/31/92    $15,528     $17,900    $17,558
     8/31/92    $15,759     $18,147    $17,738
     9/30/92    $15,877     $18,265    $17,937
    10/31/92    $15,738     $18,075    $17,661
    11/30/92    $15,988     $18,346    $17,705
    12/31/92    $16,189     $18,553    $17,995
     1/31/93    $16,537     $19,060    $18,429
     2/28/93    $16,805     $19,437    $18,822
     3/31/93    $17,156     $19,847    $18,930
     4/30/93    $17,251     $19,960    $19,074
     5/31/93    $17,394     $20,252    $19,117
     6/30/93    $17,797     $20,618    $19,560
     7/31/93    $18,092     $20,833    $19,705
     8/31/93    $18,157     $21,010    $20,127
     9/30/93    $18,189     $21,129    $20,205
    10/31/93    $18,619     $21,516    $20,329
    11/30/93    $18,702     $21,787    $20,152
    12/31/93    $18,967     $22,062    $20,289
     1/31/94    $19,271     $22,454    $20,662
     2/28/94    $19,120     $22,488    $20,284
     3/31/94    $18,296     $21,827    $19,669
     4/30/94    $18,081     $21,535    $19,494
     5/31/94    $18,074     $21,657    $19,461
     6/30/94    $18,175     $21,512    $19,432
     7/31/94    $18,127     $21,613    $19,819
     8/31/94    $18,327     $21,769    $19,868
     9/30/94    $18,424     $21,856    $19,582
    10/31/94    $18,485     $21,871    $19,551
    11/30/94    $18,313     $21,618    $19,473
    12/31/94    $18,509     $21,847    $19,650
     1/31/95    $18,816     $22,076    $20,043
     2/28/95    $19,628     $22,619    $20,606
     3/31/95    $19,843     $22,875    $20,781
     4/30/95    $20,391     $23,383    $21,147
     5/31/95    $20,871     $24,042    $22,082
     6/30/95    $21,124     $24,201    $22,254
     7/31/95    $21,355     $24,576    $22,227
     8/31/95    $21,329     $24,645    $22,527
     9/30/95    $21,549     $24,928    $22,779
    10/31/95    $21,714     $25,205    $23,064
    11/30/95    $21,746     $25,323    $23,472
    12/31/95    $22,110     $25,645    $23,843
     1/31/96    $22,459     $26,132    $24,039
     2/29/96    $22,607     $26,270    $23,618
     3/31/96    $22,441     $26,200    $23,427
     4/30/96    $22,506     $26,341    $23,232
     5/31/96    $22,618     $26,554    $23,251
     6/30/96    $22,620     $26,613    $23,549
     7/31/96    $22,825     $26,852    $23,619
     8/31/96    $23,201     $27,145    $23,622
     9/30/96    $23,804     $27,612    $24,115
    10/31/96    $23,964     $27,844    $24,684
    11/30/96    $24,526     $28,278    $25,178
    12/31/96    $24,885     $28,830    $24,969
- -----------------------------------------------
      Totals    148.85%     188.30%    149.69%
</TABLE>





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