FRANKLIN MANAGED TRUST
N-30D, 1995-11-29
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MESSAGE FROM THE PRESIDENT


Table of Contents                                  Page
                                                       
Message from the President                            1

Fund Reports
  Franklin Corporate Qualified
  Dividend Fund                                       3

  Franklin Rising Dividends Fund                      9

  Franklin Investment Grade
  Income Fund                                        15

Statement of Investments                             20

Financial Statements                                 27

Notes to Financial Statements                        31

Report of Independent Auditors                       37


To reduce the volume of mail shareholders  receive and to reduce expenses,  only
one  copy of most  Fund  reports,  such as the  Fund's  annual  and  semi-annual
reports,  may be mailed  to a  household.  Additional  copies  may be  obtained,
without charge, by calling Fund Information at 1-800/DIAL BEN  (1-800/342-5236).
November 15, 1995


Dear Shareholder:

It's a pleasure to bring you the ninth  annual  report of the  Franklin  Managed
Trust for the period ended September 30, 1995.

Overall,  the Trust's  fiscal year was one of  contrasts.  During the first five
months of the Trust's reporting period,  the Federal Reserve Board continued its
aggressive campaign to control inflation,  raising the federal funds target rate
twice, to 6.00% from 4.75%.

By March 1995,  the  effects of these  tightenings  were  realized.  U.S.  Gross
Domestic  Product  (GDP)  fell  from an  annualized  rate of 5.1% in the  fourth
quarter of 1994 to just 2.7% and 1.1% in the first and second  quarters of 1995,
respectively.* This led many to believe that the Fed had been overzealous in its
bid to increase  interest rates,  and prompted fears that another  recession was
nearing. In response to this slowed economic growth, the Fed lowered the federal
funds target rate on July 6, 1995, to 5.75% from 6.00%.  Since then, the economy
appears to have stabilized, although further rate cuts could be forthcoming.


*U.S. Commerce Department.

While this stable economic  environment  proved beneficial to the performance of
the  funds in the  Trust,  no one can  predict  what lies  ahead for  investors.
There's no guarantee  that the markets will  continue to rise over the months to
come. As you know,  markets  experience both ups and downs,  and volatility is a
normal part of investing.

Market  fluctuations are why we have always encouraged our shareholders to focus
on their long-term  investment  goals. If you leave your money invested over the
long term,  you can usually  ignore  short-term  volatility  that will accompany
stock and bond markets.

The following pages contain specific  information about each fund's performance,
including  the effects of market  conditions  and  management  strategies on the
funds.  While each fund has a distinct  investment  objective,  the  fundamental
principles  remain  the  same:  careful  selection  and  constant   professional
investment supervision.

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


Sincerely,



William J. Lippman
President
Franklin Managed Trust



FRANKLIN CORPORATE QUALIFIED DIVIDEND FUND

Fund Objective:

The  Franklin  Corporate  Qualified  Dividend  Fund is  designed  to serve as an
income-producing vehicle for the cash reserves of taxable corporations. The fund
seeks to generate high after-tax income for corporations by investing  primarily
in the equity  securities of domestic  corporations  whose dividends qualify for
the 70%  corporate  dividends-received  deduction.

The fund's share  price,  as measured by net asset  value,  fluctuated  narrowly
throughout the fiscal year,  ending almost  unchanged at $23.76 on September 30,
1995,  up slightly  from $23.69 at the start of the fiscal  year.  We invested a
large  portion of the fund's  assets in variable rate  preferred  stocks,  which
promptly reset their dividend rates in response to the generally higher-yielding
interest rate  environments.  This  strategy  enabled us to increase the monthly
dividend to 8.7 cents from 8.3 cents per share, effective with the December 1994
distribution.  We again  adjusted the  dividend to 10 cents per share,  starting
with the February 1995 distribution.


   Franklin Corporate Qualified Dividend Fund
   Portfolio Breakdown
   As a percentage of total net assets

   Sector                          9/30/94   9/30/95

   Auction Rate
   Preferred Stocks                 31.6%     37.5%

   Fixed-Rate
   Preferred Stocks                 24.3%     26.2%

   Adjustable Rate
   Preferred Stocks                 18.5%     16.1%

   Cash & Equivalents               25.6%     20.2%


The table above indicates that the portfolio composition remained somewhat
similar throughout the fiscal year. The fixed-rate preferred stocks, all of
which have limited terms (ranging from a few months to a few years) until
redemption, have a price-sensitivity to interest rates approximating that of
short- to intermediate-term bonds.

Adjustable-rate  preferred  stocks are even less  price-sensitive  to changes in
interest  rates as they reset their  dividends  quarterly  (according to a yield
spread  fixed at the time of their  offerings)  relative to the highest of three
U.S.  Treasury  benchmarks:  the  three-month  Treasury  bill rate,  the 10-year
Constant  Maturity Rate, and the 20-year  Constant  Maturity Rate.  Auction-rate
preferred  stocks and cash  equivalents  exhibit the lowest  price  sensitivity.
Auction-rate  preferred stocks normally reset their rates every 49 days pursuant
to Dutch auction.  Dutch auction  preferreds are typically  priced at par plus a
factor   equivalent  to  the  amount  of  dividends   "earned"  since  the  last
distribution. Investors have the right to redeem their securities at par on each
auction date.


Franklin Corporate Qualified Dividend Fund
Top 10 Stock Holdings on September 30, 1995
As a percentage of total net assets


   Company                                 % of total
   Industry                                net assets

   Louisiana Power & Light                    5.53%
   Utilities

   Transamerica                               5.42%
   Financial

   Ford Holdings, Inc.                        5.03%
   Financial

   Bankers Trust                              4.99%
   Commercial Banks

   Rhone-Poulenc Rorer                        4.69%
   Pharmaceuticals

   Northern Trust                             4.68%
   Insurance

   G.E. Capital Corp.                         4.68%
   Industrial

   Sunamerica Corp.                           4.37%
   Insurance

   Household Finance Co.                      3.72%
   Financial

   Rochester Gas & Electric                   3.71%
   Utilities


For a complete list of portfolio holdings, please see page 20 of this report.



We seek to control various sources of potential  risk,  including  interest rate
risk and  credit  risk,  through  careful  selection  of  securities  and active
management of the fund.  National ratings services such as Standard & Poor's and
Moody's, and our own in-house evaluations,  provide your portfolio managers with
a guide to each security issuer's credit quality.

The chart to the right  illustrates  the  qualitative  breakdown  of the  fund's
investments.  As described in your fund's prospectus,  these ratings,  while not
guaranteeing  the fund's  market value or  signifying  approval of the shares by
national ratings agencies,  reflect the credit quality of the securities and are
subject to change.



GRAPHIC MATERIAL 1 OMMITTED - SEE APPENDIX AT END OF DOCUMENT


Looking forward,  we will continue to emphasize  investment  quality issuers and
frequent dividend resets as means of minimizing price  fluctuations.  We believe
this conservative approach should position the fund well for the future.


*The ratings reflect Standard & Poor's  assessment of the overall credit quality
of the fund's  portfolio,  based  primarily on the fund's stated  objectives and
policies.  Non-rated bonds were judged to be of comparable credit quality by the
fund's managers.



Performance Summary

Your fund provided a one-year  cumulative  total return of +5.26% for the period
ended September 30, 1995.  Cumulative  total return reflects the change in value
of an investment over the periods indicated,  assuming reinvestment of dividends
and capital  gains,  if any. It does not include the maximum 1.5% initial  sales
charge. Past performance is not predictive of future results.

During the  reporting  period,  the fund's  price per share,  as measured by net
asset value,  increased 7 cents to $23.76 on September 30, 1995,  from $23.69 on
September 30, 1994. The fund paid income distributions  totaling $1.14 per share
over the same period.  We are pleased to report that due to the fund's increased
income, we were able to raise your monthly  distribution  twice during the year:
to 8.7 cents  ($0.087)  from 8.3 cents  ($0.083) per share,  effective  with the
December 1994  distribution,  and to 10 cents ($0.10) per share,  effective with
the February 1995 distribution. Dividends will vary based on portfolio earnings,
and past distributions are not necessarily indicative of future trends.

The fund's distribution rate was 4.98%, based on an annualization of the current
monthly  dividend of 10 cents per share and the maximum offering price of $24.12
on September 30, 1995.  Based on the 1995 maximum federal  corporate tax rate of
35%, the taxable  equivalent  distribution  rate was 6.86%.  These  calculations
assume  that  100% of  your  fund's  dividends  qualify  for  the 70%  corporate
dividends-received deduction.

The charts on the  following  page  compare  the  Franklin  Corporate  Qualified
Dividend Fund's  performance  since inception with the unmanaged  Payden & Rygel
90-day  T-Bill  Index.  As you can  see,  the  fund's  pre-tax  performance  has
surpassed that of the index, despite the inherent performance  differentials the
index enjoys. More significantly,  on an after-tax basis, the fund's performance
surpasses the T-Bill Index by an even wider margin.*  Unlike the fund, the index
does not have a cash component, management fees, or a sales charge. In addition,
most of the securities in the Franklin  Corporate  Qualified Dividend Fund reset
their dividends on either a 49-day or 90-day cycle.



GRAPHIC MATERIAL 2 OMMITTED - SEE APPENDIX AT END OF DOCUMENT


**This performance graph assumes an initial $100,000 investment and includes the
maximum 1.5% initial sales  charge,  all fund expenses and account fees. It also
assumes that your  dividends and capital  gains,  if any, are  reinvested at net
asset value. The Payden & Rygel 90-Day T-Bill Index includes price  appreciation
or depreciation and  distributions  as a percentage of the original  investment.
Past performance is not predictive of future results.



GRAPHIC MATERIAL 2 OMMITTED - SEE APPENDIX AT END OF DOCUMENT


+After-tax returns assume the maximum 34% corporate tax rate for the period from
January 1987 through  December 1992, and the maximum 35% corporate tax rate from
January  1993.  In addition,  the fund's  calculations  assume an 80%  dividends
received  deduction  rate from  January 1987 through  December  1987,  and a 70%
dividends  received  deduction  rate from January 1988.  The  performance  graph
assumes an initial  $100,000  investment  and includes  the fund's  maximum 1.5%
initial sales  charge,  all fund expenses and account fees. It also assumes that
your dividends and capital gains, if any, are reinvested at net asset value. The
Payden & Rygel 90-Day T-Bill Index includes price  appreciation  or depreciation
and distributions as a percentage of the original  investment.  Past performance
is not predictive of future results.

*The value of Treasuries, if held to maturity, is fixed; principal is guaranteed
and  interest  is  fixed.  Investment  return  and share  price of the  Franklin
Corporate Qualified Dividend Fund fluctuate with market conditions.


<TABLE>
<CAPTION>

Franklin Corporate Qualified Dividend Fund
Periods ended September 30, 1995


                                                                                          Since
                                                                                        Inception
                                                                   1-Year    5-Year    (01/14/87)
            <S>                                                     <C>      <C>         <C>   
            NAV Cumulative Total Return1                            5.26%    62.72%      70.62%
            POP Cumulative Total Return1                            3.68%    60.25%      68.07%
            NAV Average Annual Total Return2                        5.26%    10.23%       6.32%
            POP Average Annual Total Return2                        3.68%     9.89%       6.14%

            Distribution Rate3                                            4.98%
            Taxable Equivalent Distribution Rate4                         6.86%
            30-Day Standardized Yield5                                    4.82%
            Taxable Equivalent Yield4                                     6.64%
</TABLE>

1. Net asset value (NAV) cumulative total returns show the change in value of an
investment over the periods  indicated and do not include the maximum 1.5% sales
charge stated in the prospectus.  Public offering price (POP)  cumulative  total
returns show the change in value of an investment over the periods indicated and
include the current maximum 1.5% sales charge. See note below.

2. NAV average annual total returns represent the average annual change in value
of an investment over the specified  periods and do not include the maximum 1.5%
sales  charge.  POP average  annual total returns  represent the average  annual
change in value of an  investment  over the  specified  periods  and reflect the
current maximum 1.5% sales charge stated in the prospectus. See note below.

3. Based on an  annualization  of the fund's  current 10 cents per share monthly
dividend and the maximum offering price of $24.12 on September 30, 1995.

4. Taxable  equivalent  distribution  rate and yield  assume  the 1995  maximum
federal corporate tax rate of 35%.

5. Yield,  calculated  as  required by the SEC, is based on the  earnings of the
fund's portfolio for the 30 days ended September 30, 1995.

Note: All total return calculations assume reinvestment of dividends and capital
gains, if any, at net asset value.  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 RISING DIVIDENDS FUND

Fund Objective:

The  Franklin  Rising  Dividends  Fund  seeks  long-term  capital   appreciation
primarily  through  investment in the equity  securities of companies  that have
paid consistently rising dividends over the past 10 years.

The  above  investment  strategy  is based on our  belief  that  companies  with
consistently rising dividends should, over time, realize increases in the prices
of their shares. We select portfolio securities based on several criteria. To be
eligible  for  purchase,  stocks  must pass  certain  investment  "screens,"  or
screening  procedures,  requiring consistent and substantial dividend increases,
strong  balance  sheets  and  relatively  low  price/earnings  ratios.  We  seek
fundamentally  sound  companies  that meet our  standards and attempt to acquire
them at attractive prices, often when they are out of favor with investors.


   Franklin Rising Dividends Fund vs.
   Standard & Poor's 500 Stock Index(R)
   Common Stock Analysis
   Quarter ended September 30, 1995

                                  Rising        S&P 500
                                 Dividends       Stock
                                   Fund          Index

   Income Yield                     3.2%          2.3%

   Price/Book Value                 3.4x          3.7x

   Average Market
   Capitalization              $5.9 billion   $8.7 billion

   Price/Earnings                  13.0          15.5

   Debt/Total Capital              23.9%         38.2%

   BETA                             0.85          1.00


We have  recently  completed a study  comparing  the portfolio of the Standard &
Poor's  500  Stock  Index(R)  with  that of your  fund on the  basis of  several
fundamental investment characteristics.

We reviewed  measures such as current yield,  relative price,  debt ratios,  and
other factors, and found that the fund's portfolio compared quite favorably with
the Standard & Poor's  Index.  The table on page 9  illustrates  that our fund's
portfolio  yielded  more  than  the  index,  sold at  lower  price/earnings  and
price/book  value  ratios,  and  carried  less  debt  to  total  capital.  These
comparisons  confirm our conviction that our investment approach tends to result
in the selection of high quality securities that are attractively  priced.  Over
time, we believe this will prove rewarding for our shareholders.

Over the past year, the fund's  performance  benefited from sizable gains in our
tobacco,  pharmaceutical,  insurance  and bank stocks.  Philip  Morris  showed a
one-year  gain of 37%,  while  Mercury  General and TrustCo Bank were up 33% and
22%, respectively.  In addition,  Merck & Co., Inc. delivered a gain of 58% over
the reporting  period.  It is  interesting to note that dividends for these four
companies also increased  significantly over the year: Philip Morris's dividends
were up 21%,  TrustCo's  increased  22%,  while Merck and Mercury  General  each
raised their dividends approximately 14%.

As illustrated in the table on the following page, the above-mentioned companies
are  included in our top 10  portfolio  holdings as of fiscal year end. In fact,
there are only  four new  entries  to the top 10 list  (Pfizer,  Inc.,  Monsanto
Corp.,  Family Dollar Stores, and Federal National Mortgage  Association),  each
having been held in last year's portfolio, though in smaller amounts.

During the year, we eliminated  our position in Norfolk  Southern as we believed
the price had exceeded our view of fair value. In addition,  concerns  regarding
litigation  liability prompted us to eliminate our Torchmark position.  Over the
same period, we established initial positions in several companies, and added to
a number of our  existing  holdings  such as  Allied  Group,  General  Electric,
Loctite and Diebold at what we considered attractive prices.


   Franklin Rising Dividends Fund
   Top 10 Stock Holdings on September 30, 1995
   As a percentage of total net assets

   Company                                     % of total
   Industry                                    net assets

   Philip Morris Co., Inc.                         3.41%
   Consumer Goods

   TrustCo Bank Corp., NY                          3.38%
   Banks

   Merck & Co., Inc.                               3.38%
   Pharmaceuticals

   Chubb Corp.                                     2.78%
   Insurance - Property/Casualty

   Pfizer, Inc.                                    2.73%
   Pharmaceuticals

   Federal National Mortgage Assoc.                2.69%
   Government Sponsored Corporations

   Mercury General Corp.                           2.60%
   Insurance - Property/Casualty

   Monsanto Co.                                    2.50%
   Industrial

   Family Dollar Stores                            2.49%
   Retail

   Dimon, Inc.2.49%
   Consumer Goods


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

Given the sharp  increase  in the  overall  market in the past year,  it becomes
increasingly  difficult  to find  bargain  stocks  that  meet our  criteria  and
standards. Fortunately, not all individual stocks react like the general market,
so we are still able to find  attractive  values for the fund. We plan to add to
many of our  newer  positions  should  market  action  enable us to buy at lower
prices.



Performance Summary

The fund's Class I share price, as measured by net asset value, increased to
$17.31 on September 30, 1995, from $14.67 on September 30, 1994. The fund's
Class II shares, as measured by net asset value, increased to $17.28 on
September 30, 1995, from $15.43 on its inception date of May 1, 1995.

For the one-year period ended September 30, 1995, Class I shareholders received
quarterly distributions totaling 29.8 cents ($0.298) per share, including 26
cents ($0.26) per share in dividend income and a special year-end distribution
of 3.8 cents ($0.038) per share, distributed in December 1994. For the
abbreviated five-month period ended September 30, 1995, Class II shareholders
received quarterly income distributions totaling 12.6 cents ($0.126) per share.
Dividends will vary based on the earnings of the fund's portfolio, and past
distributions are not necessarily predictive of future results.

Based on this dividend income and change in share price, the fund's Class I
shares posted a one-year cumulative total return of +20.32% for the period ended
September 30, 1995. Total return measures the change in value of an investment
over the periods indicated, assuming reinvestment of dividends and capital
gains. This calculation does not include the initial sales charge. Past
performance is not indicative of future results.

Since  inception,  the  performance  of the fund's Class I shares has  generally
followed  the  unmanaged  Wilshire  MidCap  Growth  Index and has  exceeded  the
Consumer Price Index (CPI). By  outperforming  the CPI, your investment  returns
have  exceeded  the rate of  inflation.  As you know,  the  index  has  inherent
performance differentials over any fund. The Wilshire MidCap Growth Index, which
somewhat  resembles  the holdings of the fund,  includes  companies  with market
capitalizations  (the market value of a company's issued and outstanding  stock)
ranging from $300 million to $1.3 billion,  while your fund's portfolio includes
companies with market capitalizations  ranging from $83 million to $107 billion.
In addition,  unmanaged  market indices do not pay commissions or market spreads
to buy and sell  securities.  Further,  they do not pay  management  fees.  And,
unlike the index,  mutual funds are never 100%  invested  because of the need to
have cash on hand to redeem shares. In addition,  the fund's results include the
maximum  initial  sales  charge,  all fund  expenses  and account  fees.  Please
remember that an index is simply a measure of performance and cannot be invested
in directly.



GRAPHIC MATERIAL 3 OMMITTED - SEE APPENDIX AT END OF DOCUMENT


*This performance  graph assumes an initial $10,000  investment and includes the
maximum 4.5% initial sales  charge,  all fund expenses and account fees. It also
assumes that your  dividends and capital  gains,  if any, are  reinvested at net
asset value.  The Wilshire  MidCap Growth Index includes price  appreciation  or
depreciation and distributions as a percentage of the original  investment.  Due
to their  recent  inception,  Class II shares are not  represented  in the above
illustration. Past performance is not predictive of future results.

<TABLE>
<CAPTION>

Franklin Rising Dividends Fund
Periods ended September 30, 1995

                                                                              Since       Since
                                                                            Inception   Inception
                                                     1-Year      5-Year    (01/14/87)  (05/01/95)

            <S>                                      <C>         <C>         <C>           <C>
            Cumulative Total Return1
             Class I Shares                          20.32%      91.45%      112.96%         --
             Class II Shares                            --          --           --        12.56%
            Average Annual Total Return2
             Class I Shares                          14.91%      12.82%        8.49%
</TABLE>

1.  Cumulative  total returns show the change in value of an investment over the
periods  indicated  and do not include the maximum 4.5% initial sales charge for
Class I shares, or the 1.00% initial sales charge and 1.00% Contingent  Deferred
Sales Charge (CDSC) for Class II shares,  applicable to shares  redeemed  within
the first 18 months of investment. See note below.

2. Average annual total return  represents the average annual change in value of
an investment over the specified periods,  and reflects the maximum 4.5% initial
sales charge. Since Class II shares have existed for less than one year, average
annual total returns are not provided. See note below.

Note:  Prior to July 1, 1994,  fund shares were offered at a lower initial sales
charge.  Thus,  actual total returns for purchasers of shares during that period
would have been somewhat different than noted above. Class II shares,  which the
fund began  offering on May 1, 1995, are subject to different fees and expenses,
which will affect their performance.  Please see the prospectus for more details
regarding Class I and Class II shares.

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



FRANKLIN INVESTMENT GRADE INCOME FUND

Fund Objective:

The Franklin  Investment  Grade Income Fund seeks to generate a maximum level of
high  current  income   consistent  with  investing  in  investment  grade  debt
securities  having  primarily  intermediate-term  maturities.  The Fund seeks to
offer a higher  total  return  than a money  market  fund,  generally  with less
potential risk to principal than a fund composed of either long-term  securities
or of securities that are below investment-grade quality.*

Early in the fund's fiscal year, intermediate- and long-term interest rates rose
in response to fear that the Federal Reserve Board was failing in its attempt to
control an overheating  economy.  After  November,  however,  yields declined in
response to several  factors:  1) the Fed regained  credibility  as an inflation
fighter  with two sizable  increases  in the federal  funds rate,  raising it to
6.00% from 4.75%;  2) the Mexican  currency  crisis  discouraged  investment  in
developing  countries and re-channeled  funds to safer havens like the U.S.; and
3) economic  statistics showed a slower growth rate with some unwanted inventory
accumulation and without excessive inflationary  pressures. By July, the Fed was
willing to signal  acceptance  of faster  economic  growth by reversing 25 basis
points of its earlier tightening, cutting the federal funds rate to 5.75%.

Because  of  the  fund's  emphasis  on  a  limited  maturity  structure,  higher
short-term  interest rates initially enabled us to increase the monthly dividend
distribution to 3.7 cents from 3.3 cents per share,  effective with the December
1994 distribution.  However, recent trends toward lower short-term rates made it
necessary to readjust the dividend to its previous  rate of 3.3 cents per share,
starting with the October 1995 distribution.


*Generally,  long-term  securities and lower quality  securities  provide higher
yields. A money fund seeks a stable $1.00 per share net asset value.

As always,  we seek to control  various  sources of  potential  risk,  including
interest-rate  risk and credit risk, through careful selection of securities and
active  management  of their  maturities.  The weighted  average  quality of the
portfolio's  securities  was in the AA range of credit  quality,  as measured by
Standard & Poor's  Corporation.  As  described in the fund's  prospectus,  these
ratings do not  guarantee  the fund's  market  value or signify  approval of the
shares by national  ratings  agencies;  they do reflect the quality of the bonds
and, of course,  are subject to change.  All investments are  call-protected for
life.

On September 30, 1995,  the fund's  investments  included 33% in government  and
government-related bonds, 22% in straight short- and intermediate-term corporate
bonds, 17% in "putable" corporate bonds, and 28% in cash and equivalents.



GRAPHIC MATERIAL 4 OMMITTED - SEE APPENDIX AT END OF DOCUMENT


A "putable"  bond is structured so that if interest  rates rise, the bond can be
redeemed at par value at an early  effective  maturity.  This feature allows the
proceeds to be reinvested  at the  then-higher  interest  rate.  Conversely,  if
interest rates decline by the security's optional retirement date, we can either
keep  the  higher  yielding  bond or sell it at a  favorable  price.  The use of
"putable"  bonds is an integral  part of our  conservative  investment  strategy
whenever we can purchase them on an attractive basis.  Early in the fiscal year,
we were able to increase the  percentage of "putables" to about 25% of total net
assets.  Toward the end of the fiscal year, we were able to realize  substantial
profits  on  some of our  "putables,"  and  reduced  them  to  about  16% of the
portfolio.  On September 30, 1995, the fund's weighted  average maturity was 1.5
years based on the optional  "put" dates as the  effective  maturities,  and 3.8
years based on the final stated maturities.

We will continue to pursue our conservative investment posture. It is our belief
that this  strategy  will enable us to possibly  produce  more total return than
that which is  available  from money  market  funds,  while not  subjecting  the
portfolio's  net  asset  value  price  to the  kind  of  volatility  potentially
associated with long-term bonds or lower-quality investments.


Performance Summary

Your fund's share  price,  as measured by net asset  value,  increased  over the
reporting  period to $9.04 on September  30, 1995,  from $8.82 on September  30,
1994.

During the one-year period,  your fund paid income  distributions  totaling 47.9
cents  ($0.479) per share,  including  43.6 cents  ($0.436) in monthly  dividend
income and a special  year-end  distribution  of 4.3 cents  ($0.043) in December
1994. We were able to raise the fund's  monthly  dividend to 3.7 cents  ($0.037)
from  3.3  cents   ($0.033)  per  share,   effective   with  the  December  1994
distribution;  however,  due  to  reduced  income  earned  by the  fund,  it was
necessary  to adjust  the  monthly  dividend  once again to 3.3 cents per share,
effective with the October 1995  distribution.  Dividends will vary based on the
earnings of the fund's portfolio,  and past  distributions are not indicative of
future trends.

Based on an annualization of the current monthly dividend of 3.3 cents per share
and the maximum  public  offering  price of $9.44 on September  30,  1995,  your
fund's distribution rate was 4.19%.

It is  helpful  to view your  investment  from a  long-term  perspective.  Since
inception,  the fund's  performance  has generally  followed the Lehman Brothers
Government/Corporate  Bond Index and has  exceeded  the increase in the Consumer
Price  Index  (CPI),  as shown in the chart to the right.  The broad,  unmanaged
Lehman Brothers Index differs from the Franklin  Investment Grade Income Fund in
several  ways.   First,  the  average   weighted   maturity  of  the  index  was
approximately  10 years on September  30, 1995,  compared to the fund's  average
effective  maturity of about two years.  Since longer maturities  provide higher
yields,  this places the index at an advantage over the fund. Second,  unmanaged
market  indices do not pay  commissions or market spreads to buy and sell bonds.
Further,  they do not  pay  management  fees to  cover  salaries  to  securities
analysts or portfolio  managers.  And, unlike the index,  mutual funds are never
100%  invested  because  of the need to have cash on hand to redeem  shares.  In
addition,  the performance shown for the fund includes the maximum initial sales
charge,  all fund  expenses and account fees.  Please  remember that an index is
simply a measure of performance and cannot be invested in directly.


GRAPHIC MATERIAL 5 OMMITTED - SEE APPENDIX AT END OF DOCUMENT

*This performance  graph assumes an initial $10,000  investment and includes the
maximum 4.25% initial sales charge,  all fund expenses and account fees. It also
assumes that your  dividends and capital  gains,  if any, are  reinvested at net
asset value. The Lehman Brothers  Government/Corporate Bond Index includes price
appreciation or depreciation  and  distributions as a percentage of the original
investment. Past performance is not predictive of future results.

<TABLE>
<CAPTION>

Franklin Investment Grade Income Fund
Periods ended September 30, 1995

                                                                                          Since
                                                                                        Inception
                                                                  1-Year     5-Year    (01/14/87)

            <S>                                           <C>      <C>       <C>         <C>   
            Cumulative Total Return1                               8.21%     48.85%      70.16%
            Average Annual Total Return2                           3.62%      7.34%       5.76%

            Distribution Rate3                            4.19%
            30-Day Standardized Yield4                    4.63%
</TABLE>

1.  Cumulative  total returns show the change in value of an investment over the
periods  indicated  and do not include the maximum  4.25%  initial  sales charge
stated in the prospectus. See note below.

2. Average annual total return  represents the average annual change in value of
an  investment  over the  specified  periods.  The figures have been restated to
reflect the maximum 4.25% initial sales charge. See note below.

3. Based on an  annualization  of the fund's current 3.3 cents per share monthly
dividend and the maximum offering price of $9.44 on September 30, 1995.

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

Note: All total return calculations assume reinvestment of dividends and capital
gains, if any, at net asset value.  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.


<TABLE>
<CAPTION>
FRANKLIN MANAGED TRUST

Statement of Investments in Securities and Net Assets, September 30, 1995


                                                                                                        Value
   Shares       Franklin Corporate Qualified Dividend Fund                                            (Note 1)
     <S>        <C>                                                                                    <C>
               aAdjustable Rate Preferred Stocks 16.1%
                Commercial Banks & Bank Holding Companies  3.5%
     22,400     Marine Midland Bank, Inc., 6.00% adj. rate pfd., Series A .......................      $ 991,200
                                                                                                      -----------
                   Electric Utilities  8.2%
     10,000     Arizona Public Service Co., 6.00% adj. rate pfd., Series Q ......................        805,000
     22,500     Niagara Mohawk Power Corp., 7.25% cum. adj. rate pfd., Series C .................        514,688
     46,700     Toledo Edison Co., 7.23% cum. adj. rate pfd., Series A ..........................        963,188
                                                                                                      -----------
                                                                                                       2,282,876
                                                                                                      -----------
                Insurance  4.4%
     12,000     SunAmerica Inc., 7.00% cum. adj. rate pfd., Series C ............................      1,215,000
                                                                                                      -----------
                      Total Adjustable Rate Preferred Stocks (Cost $4,941,400) ..................      4,489,076
                                                                                                      -----------
             b  Auction Rate Preferred Stocks  37.5%
           10c  CNA Financial Corp., 4.348%, Series F ...........................................      1,002,053
           13c  General Electric Capital Corp., 4.19%, Series F .................................      1,301,513
           1,000dMorgan (JP), Inc., 4.199%, Series C ............................................      1,005,132
           13c  Northern Trust Corp., 4.29%, Series C ...........................................      1,300,464
           13c  Rhone-Poulenc Rorer, 5.31%, Series 1 ............................................      1,302,109
           10c  Sara Lee Corp., 4.28%, Series D .................................................      1,004,399
           10c  Southern California Gas Co., 4.249%, Series A ...................................      1,001,888
           15c  Transamerica Co., 4.34%, Series A-1 .............................................      1,506,872
           10c  VEPC, 4.32%, Series 92-A ........................................................      1,001,440
                                                                                                      -----------
                      Total Auction Rate Preferred Stocks (Cost $10,399,999) ....................     10,425,870
                                                                                                      -----------
                Fixed Rate Preferred Stocks  26.2%
                Commercial Banks  5.0%
     28,000     Bankers Trust (New York), 7.375% flex rate pfd., Series J .......................      1,386,277
                                                                                                      -----------
                Financial  8.8%
           14c  Ford Holdings, Inc., 4.95% flex rate pfd., Series K .............................      1,397,529
     10,000     Household Finance Co., 7.25% pfd., Series 92-A ..................................      1,033,750
                                                                                                      -----------
                                                                                                       2,431,279
                                                                                                      -----------
                Industrial  3.2%
     28,913     McDermott, Inc., $2.60 cum. S.F., pfd., Series B ................................        892,689
                                                                                                      -----------
                Utilities  9.2%
     15,000     Louisiana Power & Light Co., 7.00% S.F., pfd. ...................................      1,535,625
     10,000     Rochester Gas & Electric Co., 7.45% S.F., pfd., Series S ........................      1,031,250
                                                                                                      -----------
                                                                                                       2,566,875
                                                                                                      -----------
                      Total Fixed Rate Preferred Stocks (Cost $7,368,185) .......................      7,277,120
                                                                                                      -----------
                      Total Adjustable, Auction and Fixed Rate Preferred Stocks
                       (Cost $22,709,584) .......................................................     22,192,066
                                                                                                      -----------
          eReceivables from Repurchase Agreements 19.0%
$ 2,931,552 fJoint Repurchase Agreement, 6.429%, 10/02/95
              Daiwa Securities America, Inc. (Maturity Value $1,410,320)
               Collateral: U.S. Treasury Bills, 03/28/96
              Swiss Bank Corp., (Maturity Value $1,467,884)
               Collateral: U.S. Treasury Notes, 6.125% - 6.75%, 05/15/97 - 08/31/00..............    $ 2,876,663
  1,200,000   Nikko Securities Co. International, Inc., 6.42%, 10/02/95 (Maturity Value $1,200,642)
               Collateral: U.S. Treasury Notes, 6.00%, 10/15/99 .................................      1,200,000
  1,194,000   UBS Securities, Inc., 6.30%, 10/02/95 (Maturity Value $1,200,630)
               Collateral: U.S. Treasury Notes, 5.125%, 03/31/96 ................................      1,200,000
                                                                                                      -----------
                      Total Receivables from Repurchase Agreements (Cost $5,276,663) ............      5,276,663
                                                                                                      -----------
                          Total Investments (Cost $27,986,247)  98.8% ...........................     27,468,729
                          Other Assets and Liabilities, Net  1.2% ...............................        324,304
                                                                                                      -----------
                          Net Assets  100.0% ....................................................    $27,793,033
                                                                                                      ===========


                At September 30, 1995, the net unrealized depreciation based on the cost of
                 investments for income tax purposes of $27,986,247 was as follows:
                  Aggregate gross unrealized appreciation for all investments in which there was an
                   excess of value over tax cost ................................................      $ 126,250
                  Aggregate gross unrealized depreciation for all investments in which there was an
                   excess of tax cost over value ................................................       (643,768)
                                                                                                      -----------
                  Net unrealized depreciation ...................................................     $ (517,518)
                                                                                                      ===========


PORTFOLIO ABBREVIATIONS:
S.F.  - Sinking Fund





aDividend  rates  adjust  quarterly  in  reference  to  various  U.S.   Treasury
benchmarks.
bDividend  rates adjust in response to periodic  auctions,  normally on a 49-day
cycle.
c1 share = $100,000 par value
d1 share = $1,000 par value
eFace amount for repurchase agreements is for the underlying collateral.
fSee Note 1(F) regarding Joint Repurchase Agreement.

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



<TABLE>
<CAPTION>
FRANKLIN MANAGED TRUST

Statement of Investments in Securities and Net Assets, September 30, 1995


                                                                                                        Value
   Shares        Franklin Rising Dividends Fund                                                       (Note 1)
     <S>         <C>                                                                                 <C>

                 Common Stocks 88.4%
                 Banks  15.4%
     155,700     Banc One Corp. ................................................................     $ 5,683,050
     133,500     CoreStates Financial Corp. ....................................................       4,889,438
     215,000     Mercantile Bankshares Corp. ...................................................       5,858,750
     197,000     National Commerce Bancorp. ....................................................       4,826,500
     133,100     State Street Boston Corp. .....................................................       5,324,000
     407,650     TrustCo Bank Corp., New York ..................................................       8,866,388
     161,100     Wilmington Trust Corp. ........................................................       4,752,450
                                                                                                      -----------
                                                                                                      40,200,576
                                                                                                      -----------
                 Consumer Goods  12.2%
      89,000     Alberto-Culver Co., Class A ...................................................       2,358,500
     435,000     Dimon, Inc. ...................................................................       6,525,000
     107,000     Philip Morris Cos., Inc. ......................................................       8,934,500
      65,000     Roto-Rooter, Inc. .............................................................       2,405,000
     368,800     Stride Rite Corp. .............................................................       4,195,100
     180,000     Universal Corp. ...............................................................       4,050,000
     125,000     UST, Inc. .....................................................................       3,578,125
                                                                                                      -----------
                                                                                                      32,046,225
                                                                                                      -----------
                 Drugs/Health Care  7.5%
      34,000     Bard (C.R.), Inc. .............................................................       1,037,000
      36,500     Bristol-Myers Squibb Co. ......................................................       2,659,938
     158,000     Merck & Co., Inc. .............................................................       8,848,000
     134,000     Pfizer, Inc. ..................................................................       7,152,250
                                                                                                      -----------
                                                                                                      19,697,188
                                                                                                      -----------
                 Energy  1.9%
      40,000     Royal Dutch Petroleum Co., New York Shares ....................................       4,910,000
                                                                                                      -----------
                 Financial Services  2.7%
      68,000     Federal National Mortgage Association .........................................       7,038,000
                                                                                                      -----------
                           Industrial  17.8%
      37,900     Avery Dennison Corp. ..........................................................       1,591,800
      14,000     Diebold, Inc. .................................................................         649,250
      68,700     General Electric Co. ..........................................................       4,379,625
     104,000     Genuine Parts Co. .............................................................       4,173,000
     303,200     Hanson, Plc., ADR .............................................................       4,927,000
      38,000     Kaydon Corp. ..................................................................       1,121,000
     117,000     Kimball International, Inc., Class B ..........................................       3,276,000
     102,000     Loctite Corp. .................................................................       4,934,250
      72,500     Masco Corp. ...................................................................       1,993,750
                 Industrial (cont.)
      65,000     Monsanto Co. ..................................................................     $ 6,548,750
     134,695     Myers Industries, Inc. ........................................................       2,054,099
     217,000     Newell Co. ....................................................................       5,370,750
      53,200     Rockwell International Corp. ..................................................       2,513,700
     102,000     Superior Industries International, Inc. .......................................       2,741,250
      38,100     Superior Surgical Manufacturing Co., Inc. .....................................         395,288
                                                                                                      -----------
                                                                                                      46,669,512
                                                                                                      -----------
                 Insurance - Life & Health  .6%
      25,000     Jefferson-Pilot Corp. .........................................................       1,606,250
                                                                                                      -----------
                 Insurance - Property Casualty  16.6%
     187,800     Allied Group, Inc. ............................................................       6,150,450
      31,800     American International Group, Inc. ............................................       2,703,000
      76,000     Chubb Corp. ...................................................................       7,296,000
     179,000     Mercury General Corp. .........................................................       6,824,375
      95,000     MMI Cos., Inc. ................................................................       2,303,750
     256,250     RLI Corp. .....................................................................       5,733,594
      71,000     SAFECO Corp. ..................................................................       4,659,375
     150,000     Selective Insurance Group, Inc. ...............................................       5,475,000
      39,900     St. Paul Cos., Inc. ...........................................................       2,329,163
                                                                                                      -----------
                                                                                                      43,474,707
                                                                                                      -----------
                 Printing/Publishing  1.7%
      28,300     Dun & Bradstreet Corp. ........................................................       1,637,863
      57,800     Reader's Digest Association, Inc., Class A ....................................       2,723,824
                                                                                                      -----------
                                                                                                       4,361,687
                                                                                                      -----------
                 Retail  9.9%
      33,000     Albertson's, Inc. .............................................................       1,126,124
      25,650     Arbor Drugs, Inc. .............................................................         480,937
      74,400     Bob Evans Farms, Inc. .........................................................       1,432,200
     343,500     Family Dollar Stores, Inc. ....................................................       6,526,500
     226,000     Rite Aid Corp. ................................................................       6,328,000
     220,000     The Limited, Inc. .............................................................       4,180,000
     212,000     Walgreen Co. ..................................................................       5,936,000
                                                                                                      -----------
                                                                                                      26,009,761
                                                                                                      -----------
                 Transportation  2.1%
     314,500     Arnold Industries, Inc. .......................................................       5,582,374
                                                                                                      -----------
                       Total Common Stocks (Cost $189,942,149) .................................     231,596,280
                                                                                                      -----------
         e,fReceivables from Repurchase Agreements 11.1%........................................                
$29,525,214 Joint Repurchase Agreement, 6.429%, 10/02/95 (Cost $28,971,844)
            Daiwa Securities America, Inc., (Maturity Value $14,203,809)
             Collateral: U.S. Treasury Bills, 03/28/96
            Swiss Bank Corp., (Maturity Value $14,783,556)
             Collateral: U.S. Treasury Notes, 6.125% - 6.75%, 05/15/97 - 08/31/00...............    $ 28,971,844
                                                                                                      -----------
                           Total Investments (Cost $218,913,993)  99.5% ........................     260,568,124
                           Other Assets and Liabilities, Net  .5% ..............................       1,409,134
                                                                                                      -----------
                           Net Assets  100.0% ..................................................    $261,977,258
                                                                                                      ===========

                 At September 30, 1995, the net unrealized appreciation based on the cost of
                  investments for income tax purposes of $218,913,993 was as follows:
                   Aggregate gross unrealized appreciation for all investments in which there was an
                    excess of value over tax cost ..............................................    $ 48,175,459
                   Aggregate gross unrealized depreciation for all investments in which there was an
                    excess of tax cost over value ..............................................      (6,521,328)
                                                                                                      -----------
                   Net unrealized appreciation .................................................    $ 41,654,131
                                                                                                      ===========


eFace amount for repurchase agreements is for the underlying collateral.
fSee Note 1(F) regarding Joint Repurchase Agreement.

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



<TABLE>
<CAPTION>
FRANKLIN MANAGED TRUST

Statement of Investments in Securities and Net Assets, September 30, 1995


    Face                                                                                                Value
   Amount      Franklin Investment Grade Income Fund                                                  (Note 1)
 <S>           <C>                                                                                   <C>

               U.S. Government Securities 23.4%
 $2,000,000    U.S. Treasury Notes, 5.625%, 06/30/97 ............................................    $ 1,993,750
  2,000,000    U.S. Treasury Notes, 5.875%, 07/31/97 ............................................      2,000,624
  2,000,000    U.S. Treasury Notes, 5.875%, 08/15/98 ............................................      1,999,374
  1,000,000    U.S. Treasury Notes, 5.875%, 03/31/99 ............................................        998,125
                                                                                                      -----------
                     Total U.S. Government Securities (Cost $6,986,408) .........................      6,991,873
                                                                                                      -----------
               Corporate Bonds  36.8%
               Consumer Goods  5.0%
  1,500,000    Heinz (H.J.) Co., notes, 5.50%, 09/15/97 .........................................      1,484,032
                                                                                                      -----------
               Electric Utilities  3.3%
  1,000,000    Southern California Edison Co., notes, 5.875%, 02/01/98 ..........................        989,099
                                                                                                      -----------
               Financial  18.6%
  1,300,000    Associates Corp. of North America, deb., (putable * 03/03/98), Series B, 7.95%,
                02/15/10 ........................................................................      1,433,021
  1,500,000    Ford Motor Credit Corp., global bond, 6.25%, 02/26/98 ............................      1,501,350
  1,500,000    GE Capital Corp., medium term notes (step up to 8.125% or putable * 04/01/98), 5.80%,
                04/01/08 ........................................................................      1,598,044
  1,000,000    Norwest Financial, Inc., senior notes, 6.23%, 09/01/98 ...........................      1,000,934
                                                                                                      -----------
                                                                                                       5,533,349
                                                                                                      -----------
               Industrial  3.5%
  1,000,000    WMX Technologies, Inc., notes (step up to 8.00% or putable * 04/30/97), 6.22%,
                04/30/04 ........................................................................      1,054,173
                                                                                                      -----------
               Semiconductor Manufacturers  3.0%
    750,000    Motorola, Inc., deb. (putable * 08/15/01), 8.40%, 08/15/31 .......................        888,308
                                                                                                      -----------
               Telephone Utilities  3.4%
  1,000,000    New England Telephone and Telegraph, notes, 6.25%, 12/15/97 ......................      1,000,479
                                                                                                      -----------
                     Total Corporate Bonds (Cost $10,476,377) ...................................     10,949,440
                                                                                                      -----------
                     Total Long Term Investments (Cost $17,462,785) .............................     17,941,313
                                                                                                      -----------
               Short Term Investments  11.7%
               Corporate Bonds  1.7%
    500,000    Northern Telecommunications, Ltd., notes, 8.25%, 06/13/96 (Cost $497,590) ........        507,209
                                                                                                      -----------
               U.S. Government Securities  10.0%
  3,000,000    U.S. Treasury Notes, 3.875%, 10/31/95 (Cost $2,999,572) ..........................      2,997,186
                                                                                                      -----------
                     Total Investments before Repurchase Agreements (Cost $20,959,947) ..........     21,445,708
                                                                                                      -----------

           eReceivables from Repurchase Agreements 27.0%
 $4,139,883fJoint Repurchase Agreement, 6.429%, 10/02/95
            Daiwa Securities America, Inc., (Maturity Value $1,991,526)
             Collateral: U.S. Treasury Bills, 03/28/96
            Swiss Bank Corp., (Maturity Value $2,072,813)
             Collateral: U.S. Treasury Notes, 6.125% - 6.75%, 05/15/97 - 08/31/00................    $ 4,062,163
  3,777,000 Nikko Securities Co. International, Inc., 6.42%, 10/02/95 (Maturity Value $4,002,140)
             Collateral: U.S. Treasury Notes, 7.50%, 10/31/99 ...................................      4,000,000
                                                                                                      -----------
                     Total Receivables from Repurchase Agreements (Cost $8,062,163) .............      8,062,163
                                                                                                      -----------
                         Total Investments (Cost $29,022,110)  98.9% ............................     29,507,871
                         Other Assets and Liabilities, Net  1.1% ................................        315,835
                                                                                                      -----------
                         Net Assets  100.0% .....................................................    $29,823,706
                                                                                                      ===========


               At September 30, 1995, the net unrealized appreciation based on the cost of
                investments for income tax purposes of $29,022,110 was as follows:
                 Aggregate gross unrealized appreciation for all investments in which there was an
                  excess of value over tax cost .................................................      $ 510,783
                 Aggregate gross unrealized depreciation for all investments in which there was an
                  excess of tax cost over value .................................................        (25,022)
                                                                                                      -----------
                 Net unrealized appreciation ....................................................      $ 485,761
                                                                                                      ===========



*Holder may choose either to redeem at par on put date or, if more advantageous, to hold to final stated maturity.
eFace amount for repurchase agreements is for the underlying collateral.
fSee Note 1(F) regarding Joint Repurchase Agreement.

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



<TABLE>
<CAPTION>
FRANKLIN MANAGED TRUST

Financial Statements

Statements of Assets and Liabilities
September 30, 1995

                                                                      Franklin                                    Franklin
                                                                 Corporate Qualified     Franklin Rising      Investment Grade
                                                                    Dividend Fund        Dividends Fund          Income Fund
                                                                    ------------           ----------            -----------
<S>                                                                   <C>                <C>                    <C> 
Assets:
 Investments in securities:
  At identified cost............................................      $22,709,584        $189,942,149           $20,959,947
                                                                    ============           ==========           ===========
  At value......................................................      $22,192,066        $231,596,280           $21,445,708
 Receivables from repurchase agreements, at value and cost......        5,276,663          28,971,844             8,062,163
 Cash...........................................................           30,950              38,546                64,906
 Receivables:
  Dividends and interest........................................           66,671            938,406                290,805
  Investment securities sold....................................               --          1,579,659                     --
  Capital shares sold...........................................          494,998            230,743                     --
                                                                    ------------          ----------            -----------
      Total assets..............................................       28,061,348        263,355,478             29,863,582
                                                                    ------------          ----------            -----------
Liabilities:
 Payables:
  Investment securities purchased...............................               --            561,073                     --
  Capital shares repurchased....................................          230,082            372,714                     --
  Management fees...............................................           11,243            161,064                 12,568
  Distribution fees.............................................           10,054            194,909                 10,393
  Shareholder servicing costs...................................              437             25,100                  1,740
 Accrued expenses and other liabilities.........................           16,499             63,360                 15,175
                                                                    ------------          ----------            -----------
      Total liabilities.........................................          268,315          1,378,220                 39,876
                                                                    ------------          ----------            -----------
Net assets, at value............................................      $27,793,033       $261,977,258            $29,823,706
                                                                    ============          ==========            ===========
Net assets consist of:
 Undistributed net investment income............................        $ 284,215        $ 1,107,307              $ 140,167
 Unrealized appreciation (depreciation) on investments..........         (517,518)        41,654,131                485,761
 Accumulated net realized loss..................................       (8,415,261)        (3,319,654)            (1,430,260)
 Class I capital shares.........................................           11,699            150,703                 32,990
 Class II capital shares........................................               --                613                     --
 Additional paid-in capital.....................................       36,429,898        222,384,158             30,595,048
                                                                    ------------          ----------            -----------
Net assets, at value............................................      $27,793,033       $261,977,258            $29,823,706
                                                                    ============          ==========            ===========
Class I Shares:
 Net assets, at value...........................................      $27,793,033       $260,917,347            $29,823,706
                                                                    ============          ==========            ===========
 Shares outstanding.............................................        1,169,933         15,070,272              3,298,953
                                                                    ============          ==========            ===========
 Net asset value per share.......................................         $23.76*            $17.31*                  $9.04*
                                                                    ============          ==========            ===========
 Maximum offering price per share (100/98.5, 100/95.5, 100/95.75 of
 net asset value per share, respectively).......................          $24.12             $18.13                   $9.44
                                                                    ============          ==========            ===========
Class II Shares:
 Net assets, at value...........................................                        $ 1,059,911
                                                                                         ==========
 Shares outstanding.............................................                             61,326
                                                                                         ==========
 Net asset value per share.......................................                           $17.28*
                                                                                         ==========
 Maximum offering price per share (100/99 of net asset value per share)                     $17.45
                                                                                         ==========

*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 MANAGED TRUST  Financial Statements (cont.)

Statements of Operations
for the year ended September 30, 1995

                                                                                  Franklin          Franklin           Franklin
                                                                                  Corporate          Rising            Investment
                                                                                  Qualified         Dividends         Grade Income
                                                                                Dividend Fund         Fund                Fund
                                                                                  ---------        -----------         ----------
<S>                                                                              <C>               <C>                  <C>
Investment income:
 Dividends........................................................               $1,440,594        $ 7,090,181                $--
 Interest (Note 1)................................................                  272,095          1,698,547          1,741,614
                                                                                  ---------        -----------          ---------
      Total income................................................                1,712,689          8,788,728          1,741,614
                                                                                  ---------        -----------          ---------
Expenses:
 Management fees (Note 5).........................................                  141,798          1,866,215            144,062
 Distribution fees - Class I (Note 5).............................                   62,121          1,136,963             61,588
 Distribution fees - Class II (Note 5)............................                       --              1,508                 --
 Shareholder servicing costs (Note 5).............................                    3,792            224,176             13,845
 Reports to shareholders..........................................                    9,181            160,092             23,879
 Accounting fees (Note 5).........................................                   40,000             40,000             40,000
 Trustees' fees and expenses......................................                    3,385             29,253              3,475
 Professional fees................................................                   12,259             28,031              9,793
 Registration and filing fees.....................................                   12,423             27,942             10,521
 Custodian fees...................................................                    2,556             22,536              2,567
 Other............................................................                    2,301             14,087              3,657
                                                                                  ---------        -----------          ---------
      Total expenses..............................................                  289,816          3,550,803            313,387
                                                                                  ---------        -----------          ---------
      Net investment income.......................................                1,422,873          5,237,925          1,428,227
                                                                                  ---------        -----------          ---------
Realized and unrealized gain (loss) on investments:
 Net realized gain (loss).........................................                  (61,429)         7,405,862           (759,019)
 Net unrealized appreciation......................................                   84,597         33,317,370          1,601,549
                                                                                  ---------        -----------          ---------
      Net realized and unrealized gain on investments.............                   23,168         40,723,232            842,530
                                                                                  ---------        -----------          ---------
Net increase in net assets resulting from operations..............               $1,446,041        $45,961,157         $2,270,757
                                                                                  =========        ===========          =========

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



<TABLE>
<CAPTION>
FRANKLIN MANAGED TRUST  Financial Statements (cont.)

Statements of Changes in Net Assets
for the years ended September 30, 1995 and 1994

                                        Franklin Corporate                Franklin Rising             Franklin Investment Grade
                                     Qualified Dividend Fund             Dividends Fund                     Income Fund
                                      ----------------------          ----------------------           ----------------------
                                      1995           1994              1995           1994             1995           1994
                                    ---------    ------------        ---------    ------------       ---------    ------------
<S>                               <C>             <C>              <C>             <C>             <C>             <C>
Increase (decrease) in net assets:
  Operations:
   Net investment
 income..............             $ 1,422,873     $ 1,379,139      $ 5,237,925     $ 5,501,672     $ 1,428,227     $ 1,530,567
   Net realized gain
 (loss) from security
 transactions........                 (61,429)       (328,483)       7,405,862      (6,786,530)       (759,019)         44,247
   Net unrealized
 appreciation
 (depreciation) on
 investments.........                  84,597        (815,985)      33,317,370     (10,342,790)      1,601,549      (1,862,578)
                                    ---------    ------------        ---------    ------------       ---------    ------------
   Net increase
 (decrease) in net
 assets resulting
 from operations.....               1,446,041         234,671       45,961,157     (11,627,648)      2,270,757        (287,764)
  Distributions to
 shareholders from
 undistributed net
 investment income:
    Class I (Note 7).              (1,369,958)     (1,296,853)      (4,790,807)     (4,837,881)     (1,554,109)     (1,374,547)
    Class II (Note 7)                      --              --           (3,853)             --              --              --
  Decrease in net
 assets from capital
 share transactions
 (Note 2)............              (4,073,416)       (996,529)     (40,650,380)    (78,781,141)       (446,283)     (4,753,942)
                                    ---------    ------------        ---------    ------------       ---------    ------------
      Net increase
 (decrease) in
 net assets..........              (3,997,333)     (2,058,711)         516,117     (95,246,670)        270,365      (6,416,253)
 Net assets:
  Beginning of year..              31,790,366      33,849,077      261,461,141     356,707,811      29,553,341      35,969,594
                                    ---------    ------------        ---------    ------------       ---------    ------------
  End of year........             $27,793,033     $31,790,366     $261,977,258    $261,461,141     $29,823,706     $29,553,341
                                    =========    ============        =========    ============       =========    ============
 Undistributed net
 investment income
 included in net assets:
   Beginning of year.               $ 231,300       $ 149,014        $ 664,042           $ 251         266,049       $ 110,029
                                    =========    ============        =========    ============       =========    ============
   End of year.......               $ 284,215       $ 231,300      $ 1,107,307       $ 664,042         140,167       $ 266,049
                                    =========    ============        =========    ============       =========    ============


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




FRANKLIN MANAGED TRUST

Notes to Financial Statements


1. SIGNIFICANT ACCOUNTING POLICIES

Franklin  Managed  Trust  (the  Trust) is an  open-end,  diversified  management
investment company (mutual fund), registered under the Investment Company Act of
1940 as  amended.  The  Trust's  shares are  offered in three  different  Series
(hereinafter  Funds),  each of which  represents a separate  fund.  The Trust is
required  to account  for the  assets of each Fund  separately  and to  allocate
general  expenses  of the Trust to each Fund  based  upon the net assets of each
Fund.

The Franklin  Rising  Dividends  Fund offers two classes of shares,  Class I and
Class II.  Class I shares are sold with a higher  front-end  sales  charge  than
Class II shares.  Each class of shares may be subject to a  contingent  deferred
sales charge and has the same  rights,  except with respect to the effect of the
respective  sales charges,  the  distribution  fees borne by each class,  voting
rights on matters  affecting a single class and the  exchange  privilege of each
class.

The offering of Class II shares began May 1, 1995, at which time all  previously
outstanding  shares  became  Class I shares.  Realized and  unrealized  gains or
losses  and net  investment  income,  other than class  specific  expenses,  are
allocated  daily to each class of shares based upon the relative  proportion  of
net assets of each class.

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

A. Security Valuations:

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

The value of auction rate preferred  stock is determined  based upon  quotations
readily  available  in  the  marketplace.  If  there  are no  readily  available
quotations,  the  value  will be based  upon the  values  of  comparable  traded
securities. When market quotations are not readily available for securities held
by the Funds, or for comparable securities,  then such securities will be valued
at par value plus an accrual of the dividend to be received on the next dividend
payment date, as approved by the Board of Trustees.

B. Income Taxes:

The Trust  intends to continue to qualify for the tax  treatment  applicable  to
regulated  investment  companies under the Internal Revenue Code and to make the
requisite  distributions to its shareholders which will be sufficient to relieve
it from income and excise taxes. Therefore, no income tax provision is required.
Each Fund is treated as a separate  entity in the  determination  of  compliance
with the Internal Revenue Code.

C. Security Transactions:

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


1. SIGNIFICANT ACCOUNTING POLICIES (cont.)

D. Investment Income, Expenses and Distributions:

Dividend  income  and   distributions   to  shareholders  are  recorded  on  the
ex-dividend date. Interest income and estimated expenses are accrued daily. Bond
discount and premium,  if any, are amortized as required by the Internal Revenue
Code.

E. Expense Allocation:

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

F. Repurchase Agreements

The Trust may enter into a Joint  Repurchase  Agreement  whereby its  uninvested
cash balance is deposited  into a joint cash account to be used to invest in one
or more repurchase  agreements with government  securities dealers recognized by
the Federal Reserve Board and/or member banks of the Federal Reserve System. The
value and face amount of the Joint  Repurchase  Agreement  are  allocated to the
Trust based on its  pro-rata  interest.  In a  repurchase  agreement,  the Trust
purchases  a U.S.  government  security  from a  dealer  or bank  subject  to an
agreement  to resell  it at a  mutually  agreed  upon  price  and  date.  Such a
transaction   is  accounted   for  as  a  loan  by  the  Trust  to  the  seller,
collateralized by the underlying security.  The transaction requires the initial
collateralization of the seller's obligation by U.S. government  securities with
market value,  including accrued interest, of at least 102% of the dollar amount
invested  by the  Trust,  with the value of the  underlying  security  marked to
market daily to maintain  coverage of at least 100%. The collateral is delivered
to the  Trust's  custodian  and held  until  resold to the  dealer  or bank.  At
September 30, 1995, all  outstanding  joint  repurchase  agreements  held by the
Trust had been entered into on September 29, 1995.

<TABLE>
<CAPTION>
2. TRUST SHARES

At September 30, 1995, there was an unlimited number of $.01 par value shares of
beneficial  interest  authorized.  Transactions in each of the Funds' shares for
the years ended September 30, 1995 and 1994 were as follows:


                                            Franklin Corporate              Franklin Rising             Franklin Investment
                                          Qualified Dividend Fund           Dividends Fund               Grade Income Fund
                                             -----------------            ------------------            ------------------
Class I Shares                             Shares        Amount           Shares       Amount            Shares       Amount
                                           -------     ----------        --------   ----------         --------    ----------
<S>                                        <C>        <C>               <C>         <C>                 <C>       <C>
1995
 Shares sold .........................     517,711    $12,210,015       1,128,325   $17,560,571         475,519   $ 4,217,766
 Shares issued in reinvestment of
 distributions .......................      50,778      1,195,996         245,418     3,737,669         114,062     1,005,381
 Shares redeemed .....................    (700,481)   (16,533,103)     (3,138,298)  (47,889,077)       (808,785)   (7,148,964)
 Changes from exercise of exchange
 privilege:
   Shares sold .......................      33,527        790,845         789,099    12,040,922         541,786     4,797,377
   Shares redeemed ...................     (73,619)    (1,737,169)     (1,780,795)  (27,112,934)       (374,809)   (3,317,843)
                                           -------     ----------        --------    ----------        --------    ----------
Net decrease..........................    (172,084)  $ (4,073,416)     (2,756,251) $(41,662,849)        (52,227)   $ (446,283)
                                           =======     ==========        ========    ==========        ========    ==========
</TABLE>



<TABLE>
<CAPTION>
2. TRUST SHARES (cont.)
                                            Franklin Corporate              Franklin Rising             Franklin Investment
                                          Qualified Dividend Fund           Dividends Fund               Grade Income Fund
                                             -----------------            ------------------            ------------------
Class I Shares (cont.)                     Shares        Amount           Shares       Amount            Shares       Amount
                                           -------     ----------        --------   ----------         --------    ----------
<S>                                        <C>        <C>               <C>         <C>                 <C>      <C>
1994
 Shares sold .........................     642,504    $15,490,848       2,324,785   $34,973,066         573,667  $  5,191,694
 Shares issued in reinvestment of
 distributions .......................      46,825      1,128,951         234,159     3,491,298          92,093       831,361
 Shares redeemed .....................    (588,984)   (14,223,026)     (4,407,643)  (65,658,112)     (1,125,867)  (10,294,292)
 Changes from exercise of exchange
 privilege:
   Shares sold .......................      33,305        801,733       1,261,176    19,012,227         583,017     5,280,721
   Shares redeemed ...................    (174,643)    (4,195,035)     (4,707,327)  (70,599,620)       (635,548)   (5,763,426)
                                           -------     ----------        --------    ----------        --------    ----------
Net decrease..........................     (40,993)    $ (996,529)     (5,294,850) $(78,781,141)       (512,638) $ (4,753,942)
                                           =======     ==========        ========    ==========        ========    ==========
Class II Shares:
1995*
 Shares sold .........................                                     61,207   $ 1,010,493
 Shares issued in reinvestment of
 distributions .......................                                        119         1,976
                                                                         --------    ----------
Net increase..........................                                     61,326   $ 1,012,469
                                                                         ========    ==========
*For the period May 1, 1995 to September 30, 1995.
</TABLE>



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

At September 30, 1995, for tax purposes, the Funds had accumulated net capital
loss carryovers as follows:

                                                             Franklin Corporate        Franklin Rising      Franklin Investment
                                                           Qualified Dividend Fund     Dividends Fund       Grade Income Fund
                                                               ---------------           ----------           -------------
<S>                                                                 <C>                   <C>                    <C>   
Capital loss carryovers
 Expiring in:1996 .....................................             $5,376,536                  $--              $ 124,885
             1997......................................              1,251,202                   --                274,652
             1998 .....................................                794,958                   --                139,900
             1999 .....................................                226,936                   --                131,804
             2000 .....................................                375,717                   --                     --
             2002 .....................................                328,483            3,319,654                     --
             2003 .....................................                 61,429                   --                759,019
                                                               ---------------           ----------           ------------
                                                                    $8,415,261           $3,319,654             $1,430,260
                                                               ===============           ==========           ============


The Franklin Corporate Qualified Dividend Fund and the Franklin Investment Grade
Income  Fund  had  capital  loss   carryovers   of   $2,056,972   and  $178,611,
respectively,  that  expired on  September  30,  1995 and were  reclassified  to
paid-in-capital.

For tax purposes,  the aggregate cost of securities and unrealized  appreciation
(depreciation) of the Trust are the same as for financial  statement purposes at
September 30, 1995.
</TABLE>



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

Purchases and sales of securities (excluding purchases and sales of short-term
securities) for the year ended September 30, 1995, were as follows:

                                                           Franklin Corporate         Franklin Rising      Franklin Investment
                                                         Qualified Dividend Fund      Dividends Fund       Grade Income Fund
                                                             ---------------            ----------            ------------
<S>                                                               <C>                  <C>                     <C>
Purchases .............................................           $6,815,000           $32,171,788             $15,679,189
                                                             ===============            ==========            ============
Sales .................................................           $8,291,136           $74,080,592             $22,145,058
                                                             ===============            ==========            ============
</TABLE>




5. TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

Franklin  Advisers,  Inc., under the terms of a management  agreement,  provides
investment advice,  administrative services, office space and facilities to each
Fund, and receives fees computed monthly based on the net assets of the Franklin
Corporate  Qualified Dividend Fund and the Franklin Investment Grade Income Fund
at an annualized rate of 0.50% of the Funds' first $500 million in average daily
net assets, 0.45% on the next $500 million, and 0.40% on net assets in excess of
$1 billion;  and receives fees  computed  monthly based on the net assets of the
Franklin  Rising  Dividends  Fund at an  annualized  rate of 0.75% of the Fund's
first $500 million in average daily net assets, 0.625% on the next $500 million,
and 0.50% on net assets in excess of $1  billion.  Pursuant  to the terms of the
management agreement, each of the Funds also pays accounting fees of $40,000 per
year to  Franklin  Advisers,  Inc.  for the  provision  of  certain  accounting,
bookkeeping  and  recordkeeping  functions  for  the  Funds.  The  terms  of the
management  agreement  provide that  aggregate  annual  expenses of the Funds be
limited to the extent  necessary to comply with the limitations set forth in the
laws, regulations and administrative  interpretations of the states in which the
Funds' shares are registered.  For the year ended September 30, 1995, the Funds'
expenses did not exceed these limitations.

In its capacity as underwriter  for the shares of the Trust,  Franklin/Templeton
Distributors,  Inc. receives commissions on sales of the Trust's capital shares.
Commissions  are deducted from the gross proceeds  received from the sale of the
shares  of  the   Trust,   and  as  such  are  not   expenses   of  the   Funds.
Franklin/Templeton  Distributors,  Inc., may also make payments,  out of its own
resources,  to the  dealers  for  certain  sales of Class I and Class II shares.
Commissions received by Franklin/Templeton  Distributors,  Inc., and the amounts
paid to other dealers for the year ended September 30, 1995, were as follows:
<TABLE>
<CAPTION>

                                                                                   Franklin Rising
                                                    Franklin Corporate             Dividends Fund          Franklin Investment
                                                  Qualified Dividend Fund        Class I    Class II        Grade Income Fund
                                                      ---------------            -------    -------           ------------
<S>                                                          <C>                <C>         <C>                    <C>
Total commissions received......................             $112,146           $388,586    $10,211                $75,773
                                                      ===============            =======     ======           ============
Paid to other dealers...........................             $121,994           $346,372    $20,293                $78,374
                                                      ===============            =======     ======           ============
</TABLE>

Under the terms of a shareholder  servicing  agreement  with  Franklin/Templeton
Investor Services, Inc., the Funds pay costs on a per shareholder account basis.
Shareholder  servicing  costs incurred by the Funds for the year ended September
30, 1995,  aggregated $241,813, of which $201,444 was paid to Franklin/Templeton
Investor Services, Inc.

Under the terms of  Distribution  Plans pursuant to Rule 12b-1 of the Investment
Company  Act  of  1940,  the  Franklin  Rising  Dividends  Fund  will  reimburse
Franklin/Templeton Distributors, Inc., in an amount up to a maximum of 0.50% for
Class I's and 1.00% for Class II's  average  daily net  assets,  while  Franklin
Corporate Qualified Dividend Fund and Franklin Investment Grade Income Fund will
reimburse  up to a maximum  of 0.25% per annum of the Funds'  average  daily net
assets for costs incurred in the promotion, offering and marketing of the Funds'
shares.  Fees incurred by the Funds under the agreements  aggregated  $1,262,180
for the year ended September 30, 1995.


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

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


6. SUBSEQUENT EVENTS

On September 25, 1995 the Board of Trustees declared dividends from net
investment income as follows (amounts per share):

                                      Franklin Corporate     Franklin Investment
Record Date  Ex Date  Payment Date  Qualified Dividend Fund  Grade Income Fund
 --------    ------    ---------        ---------------         ------------
 09/29/95    10/02/95  10/13/95              .100                   .033

<TABLE>
<CAPTION>
7. FINANCIAL HIGHLIGHTS

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

                     Per Share Operating Performance                              Ratios/Supplemental Data
                  ------------------------------------                          ----------------------------
                                                                                                                Ratio of Net
          Net Asset           Net Realized             Distributions  Net Asset          Net Assets  Ratio of   Investment
 Year     Value at    Net     & Unrealized Total From   From Net       Value             at End of   Expenses   Income to  Portfolio
 Ended   Beginning Investment Gain (Loss)  Investment  Investment     at End   Total     Year       to Average   Average   Turnover
Sept. 30  of Year    Income  on Securities Operations    Income       of Year  Return** (in 000's)  Net Assets  Net Assets   Rate
- -----------------------------------------------------------------------------------------------------------------------------------
Franklin Corporate Qualified Dividend Fund:
<S>       <C>        <C>       <C>           <C>        <C>           <C>      <C>       <C>          <C>         <C>       <C>   
1991+     $19.03     $1.73     $ 2.540       $ 4.270    $(1.670)      $21.63   23.25%    $22,242      1.24%       8.09%        --%
1992+      21.63      1.37       2.144         3.514     (1.394)       23.75   16.57      29,444      1.10        5.97      29.01
1993++     23.75       .73        .777         1.507      (.787)       24.47    6.44      33,849      1.06*       4.09*     27.46
1994       24.47      1.02       (.844)         .176      (.956)       23.69     .72      31,790      1.00        4.19      32.17
1995       23.69      1.21          --         1.210     (1.140)       23.76    5.26      27,793      1.02        5.02      29.18

Franklin Rising Dividends Fund:
Class I Shares
1991+      11.21       .28       3.720         4.000      (.300)       14.91   35.95      71,380      1.53        2.16      16.83
1992+      14.91       .24       1.290         1.530      (.260)       16.18   10.38     197,804      1.46        1.67      12.73
1993++     16.18       .19       (.745)        (.555)     (.195)       15.43   (3.43)    356,708      1.40*       1.73*     11.48
1994       15.43       .28       (.800)        (.520)     (.240)       14.67   (3.38)    261,461      1.43        1.81      25.75
1995       14.67       .33       2.608         2.938      (.298)       17.31   20.32     260,917      1.43        2.10      14.60

Class II Shares
1995+++    15.47       .11       1.826         1.936      (.126)       17.28   12.56       1,060      1.90*       1.92*     14.60



7. FINANCIAL HIGHLIGHTS (cont.)

                     Per Share Operating Performance                              Ratios/Supplemental Data
                  ------------------------------------                          ----------------------------
                                                                                                                Ratio of Net
          Net Asset           Net Realized             Distributions  Net Asset          Net Assets  Ratio of   Investment
 Year     Value at    Net     & Unrealized Total From   From Net       Value             at End of   Expenses   Income to  Portfolio
 Ended   Beginning Investment Gain (Loss)  Investment  Investment     at End   Total     Year       to Average   Average   Turnover
Sept. 30  of Year    Income  on Securities Operations    Income       of Year  Return** (in 000's)  Net Assets  Net Assets   Rate
- -----------------------------------------------------------------------------------------------------------------------------------
Franklin Investment Grade Income Fund:
<S>        <C>        <C>       <C>           <C>        <C>           <C>     <C>       <C>          <C>         <C>       <C>   
1991+      $8.40      $.69      $ .635        $1.325     $(.695)       $9.03   16.57%    $21,773      1.26%       8.36%     28.31%
1992+       9.03       .62       (.086)         .534      (.634)        8.93    6.16      29,367      1.08        7.02      27.28
1993++      8.93       .38        .402          .782      (.402)        9.31    8.94      35,970      1.09*       5.61*     53.19
1994        9.31       .45       (.544)        (.094)     (.396)        8.82   (1.02)     29,553      1.05        4.91      10.57
1995        8.82       .44        .259          .699      (.479)        9.04    8.21      29,824      1.09        4.96      64.70

+For the year ended December 31.
++For the nine months ended September 30, 1993.
+++For the period May 1, 1995 to September 30,1995.
*Annualized.
**Total  return  measures the change in value of an investment  over the periods
indicated.  It is not annualized.  It does not include the maximum initial sales
charge or the deferred  contingent  sales  charge.The total return for the Funds
also assumes  reinvestment  of dividends and capital gains, if any, at net asset
value.




The  percentage  of income  dividends  paid by the Funds  during  the year ended
September 30, 1995 which qualified for the 70% dividends-received  deduction for
corporations were as follows:

         <S>                                                                                 <C>   
         Franklin Corporate Qualified Dividend Fund......................................    100.0%

         Franklin Rising Dividends Fund..................................................    100.0%

The above funds hereby  designate  these  amounts as income  qualifying  for the
corporate dividends-received deduction under IRC 854 (b)(2).

</TABLE>


FRANKLIN MANAGED TRUST

Report of Independent Certified Public Accountants


To the Shareholders and Board of Trustees
of Franklin Managed Trust:

We have audited the  accompanying  statements of assets and  liabilities  of the
three  funds  comprising  the  Franklin  Managed  Trust,  including  each Fund's
statement of investments in securities and net assets, as of September 30, 1995,
and the related  statement of operations for the year then ended, the statements
of changes in net assets for each of the two years in the period then ended, and
the  financial  highlights  for each of the five years in the period then ended.
These financial  statements and financial  highlights are the  responsibility of
the Trust's  management.  Our  responsibility  is to express an opinion on these
financial statements and financial highlights based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
September 30, 1995, by correspondence  with the custodian and brokers.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of the
three funds  comprising the Franklin Managed Trust as of September 30, 1995, the
results of each Fund's  operations for the year then ended, the changes in their
net assets for each of the two years in the period then ended, and the financial
highlights  for each of the five years in the period then ended,  in  conformity
with generally accepted accounting principles.

                              TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
October 27, 1995


Franklin Managed Trust

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

GRAPHIC MATERIAL (1)

This chart shows in pie chart format the fund's securities quality breakdown, as
a percentage of the fund's total net assets.

Quality Breakdown on 9/30/95

AAA                                       25.3%
AA                                        3.6%
A                                         50.4%
BBB                                       17.3%
BB                                        3.4%

GRAPHIC MATERIAL (2)

The following line graphs hypothetically compare the performance of the Franklin
Corporate Qualified Dividend Fund to that of the Payden & Rygel 90-Day T-Bill
Index, before and after taxes, based on a $100,000 investment from 2/1/87 to
9/30/95.


  Period        From     Pre-Tax   After-Tax    Pre-Tax P&R   After-Tax P&R
  Ending                                          90-Day         90-Day
              Initial     Total      Total     T-Bill Index   T-Bill Index
             Investment   Value      Value      Total Value    Total Value


     2/1/87       98,503   98,503       98,487       100,000         100,000
    2/28/87       98,425   98,425       98,425       100,440         100,290
    3/31/87       98,425   98,899       98,867       100,892         100,588
    4/30/87       94,880   95,797       95,735       101,386         100,914
    5/31/87       93,580   94,997       94,901       101,853         101,220
    6/30/87       94,840   96,888       96,748       102,331         101,534
    7/31/87       94,762   97,415       97,236       102,782         101,829
    8/31/87       94,368   97,620       97,399       103,296         102,165
    9/30/87       92,005   95,775       95,520       103,781         102,482
   10/31/87       87,436   91,725       91,433       104,611         103,023
   11/30/87       87,357   92,262       91,928       105,093         103,336
   12/31/87       85,742   91,171       90,802       105,492         103,595
    1/31/88       84,364   90,534       90,089       106,019         103,937
    2/29/88       86,176   93,134       92,609       106,507         104,252
    3/31/88       84,718   92,193       91,614       107,018         104,582
    4/30/88       85,506   93,704       93,052       107,489         104,886
    5/31/88       86,648   95,617       94,886       107,973         105,198
    6/30/88       84,128   93,472       92,703       108,534         105,559
    7/31/88       85,664   95,850       94,997       109,088         105,914
    8/31/88       84,915   95,674       94,761       109,688         106,298
    9/30/88       84,325   95,676       94,704       110,379         106,740
   10/31/88       84,206   96,216       95,176       111,063         107,177
   11/30/88       83,616   96,216       95,115       111,674         107,566
   12/31/88       83,143   96,350       95,187       112,389         108,021
    1/31/89       83,931   98,006       96,755       113,131         108,491
    2/28/89       84,049   98,837       97,513       113,821         108,928
    3/31/89       83,970   99,443       98,049       114,652         109,453
    4/30/89       83,537   99,630       98,173       115,615         110,060
    5/31/89       82,631   99,251       97,740       116,435         110,575
    6/30/89       82,946  100,339       98,750       117,414         111,188
    7/31/89       83,497  101,728      100,053       118,271         111,724
    8/31/89       84,876  104,139      102,359       119,063         112,218
    9/30/89       84,600  104,528      102,680       119,861         112,714
   10/31/89       83,458  103,803      101,912       120,724         113,250
   11/30/89       82,198  102,927      100,997       121,557         113,766
   12/31/89       81,331  102,538      100,559       122,371         114,269
    1/31/90       80,583  102,295      100,265       123,142         114,744
    2/28/90       80,032  102,307      100,220       123,893         115,206
    3/31/90       79,283  102,064       99,925       124,736         115,723
    4/30/90       78,771  102,127       99,929       125,559         116,227
    5/31/90       79,007  103,168      100,888       126,425         116,756
    6/30/90       78,968  103,846      101,493       127,260         117,265
    7/31/90       78,102  103,441      101,041       128,176         117,822
    8/31/90       77,944  103,982      101,511       129,035         118,343
    9/30/90       76,841  103,248      100,739       129,899         118,866
   10/31/90       74,793  101,228       98,716       130,718         119,361
   11/30/90       75,108  102,422       99,821       131,528         119,849
   12/31/90       74,951  103,619      100,879       132,462         120,411
    1/31/91       75,738  105,495      102,643       133,270         120,896
    2/28/91       77,196  108,319      105,329       133,963         121,310
    3/31/91       79,874  112,889      109,706       134,740         121,775
    4/30/91       81,922  116,595      113,243       135,441         122,193
    5/31/91       82,355  117,965      114,517       136,091         122,580
    6/30/91       82,434  118,832      115,304       136,730         122,960
    7/31/91       83,340  120,909      117,262       137,400         123,358
    8/31/91       84,009  122,653      118,895       138,115         123,781
    9/30/91       83,891  123,255      119,424       138,792         124,181
   10/31/91       84,679  125,197      121,249       139,472         124,583
   11/30/91       84,758  126,095      122,064       140,155         124,986
   12/31/91       85,191  127,711      123,559       140,800         125,365
    1/31/92       87,633  132,121      127,769       141,279         125,647
    2/29/92       90,547  137,274      132,692       141,702         125,895
    3/31/92       90,823  138,438      133,765       142,156         126,161
    4/30/92       91,887  140,814      136,008       142,725         126,494
    5/31/92       93,147  143,505      138,553       143,181         126,762
    6/30/92       93,068  144,140      139,114       143,654         127,038
    7/31/92       94,250  146,736      141,567       144,185         127,348
    8/31/92       94,565  147,991      142,726       144,589         127,583
    9/30/92       94,447  148,474      143,149       145,081         127,870
   10/31/92       94,210  148,773      143,392       145,356         128,030
   11/30/92       93,620  148,420      143,015       145,647         128,199
   12/31/92       93,541  148,877      143,417       146,113         128,470
    1/31/93       94,171  150,466      144,907       146,551         128,720
    2/28/93       94,604  151,748      146,098       146,874         128,904
    3/31/93       94,604  152,337      146,626       147,270         129,130
    4/30/93       95,825  154,902      149,050       147,624         129,332
    5/31/93       96,219  156,070      150,136       147,963         129,525
    6/30/93       96,140  156,474      150,489       148,348         129,744
    7/31/93       96,495  157,585      151,522       148,734         129,963
    8/31/93       96,495  158,121      152,001       149,135         130,192
    9/30/93       96,377  158,463      152,295       149,538         130,420
   10/31/93       96,140  158,611      152,402       149,882         130,615
   11/30/93       95,904  158,728      152,482       150,242         130,819
   12/31/93       95,628  158,780      152,500       150,677         131,065
    1/31/94       96,061  160,014      153,650       151,084         131,295
    2/28/94       95,943  160,330      153,920       151,326         131,432
    3/31/94       95,274  159,723      153,306       151,734         131,663
    4/30/94       94,644  159,179      152,753       152,083         131,859
    5/31/94       94,525  159,498      153,026       152,524         132,108
    6/30/94       94,132  159,351      152,854       153,058         132,409
    7/31/94       94,171  159,973      153,414       153,579         132,701
    8/31/94       93,816  159,925      153,334       154,070         132,977
    9/30/94       93,304  159,608      152,997       154,640         133,297
   10/31/94       93,029  159,697      153,047       155,181         133,600
   11/30/94       92,792  159,851      153,160       155,694         133,887
   12/31/94       92,202  159,421      152,714       156,456         134,313
    1/31/95       92,596  160,699      153,900       157,129         134,689
    2/28/95       92,714  161,591      154,710       157,868         135,100
    3/31/95       92,989  162,762      155,786       158,673         135,548
    4/30/95       93,186  163,800      156,735       159,434         135,971
    5/31/95       93,462  164,981      157,822       160,248         136,422
    6/30/95       93,423  165,608      158,379       161,065         136,874
    7/31/95       93,423  166,308      159,007       161,838         137,301
    8/31/95       93,226  166,660      159,300       162,631         137,738
    9/30/95       93,580  168,002      160,538       163,379         138,150



GRAPHIC MATERIAL (3)

The following line graph hypothetically compares the performance of the Franklin
Rising Dividends Fund to that of the Willshire Midcap Growth Index and the
Consumer Price Index, based on a $10,000 investment from 2/1/87 to 9/30/95, for
the Class I shares.

Period Ending  Franklin Rising
               Dividend Fund     Wilshire    CPI
                                 Midcap


2/1/87          $9,552            $10,000     $10,000
2/28/87         $9,628            $10,742     $10,036
3/31/87         $9,561            $10,746     $10,081
4/30/87         $9,341            $10,344     $10,136
5/31/87         $9,332            $10,465     $10,171
6/30/87         $9,619            $10,752     $10,207
7/31/87         $9,773            $11,076     $10,233
8/31/87         $10,140           $11,561     $10,287
9/30/87         $9,909            $11,171     $10,341
10/31/87        $8,568            $8,057      $10,368
11/30/87        $8,169            $7,580      $10,377
12/31/87        $8,461            $8,373      $10,377
1/31/88         $9,008            $8,615      $10,404
2/29/88         $9,420            $9,326      $10,431
3/31/88         $9,479            $9,395      $10,476
4/30/88         $9,558            $9,319      $10,531
5/31/88         $9,558            $9,168      $10,566
6/30/88         $9,944            $9,842      $10,612
7/31/88         $10,043           $9,611      $10,656
8/31/88         $9,914            $9,265      $10,701
9/30/88         $10,113           $9,613      $10,773
10/31/88        $10,272           $9,632      $10,808
11/30/88        $9,981            $9,353      $10,817
12/31/88        $10,051           $9,635      $10,835
1/31/89         $10,355           $10,114     $10,890
2/28/89         $10,376           $10,146     $10,934
3/31/89         $10,588           $10,341     $10,998
4/30/89         $10,853           $10,922     $11,069
5/31/89         $11,262           $11,398     $11,132
6/30/89         $11,364           $11,016     $11,159
7/31/89         $11,858           $11,827     $11,186
8/31/89         $11,982           $12,212     $11,204
9/30/89         $11,951           $12,225     $11,239
10/31/89        $11,824           $11,726     $11,293
11/30/89        $11,865           $11,684     $11,320
12/31/89        $12,021           $11,753     $11,339
1/31/90         $11,445           $10,671     $11,455
2/28/90         $11,592           $10,953     $11,509
3/31/90         $11,791           $11,456     $11,573
4/30/90         $11,475           $10,900     $11,591
5/31/90         $12,044           $12,064     $11,618
6/30/90         $12,150           $12,067     $11,680
7/31/90         $12,118           $11,597     $11,725
8/31/90         $11,055           $9,998      $11,833
9/30/90         $10,604           $9,134      $11,932
10/31/90        $10,465           $8,688      $12,004
11/30/90        $11,451           $9,660      $12,030
12/31/90        $12,053           $10,235     $12,030
1/31/91         $12,461           $11,202     $12,102
2/28/91         $13,590           $12,242     $12,120
3/31/91         $14,145           $13,020     $12,139
4/30/91         $14,264           $12,919     $12,157
5/31/91         $14,934           $13,636     $12,193
6/30/91         $14,582           $13,027     $12,229
7/31/91         $15,005           $13,734     $12,247
8/31/91         $15,331           $14,257     $12,283
9/30/91         $15,445           $14,273     $12,337
10/31/91        $15,598           $14,647     $12,355
11/30/91        $15,413           $14,035     $12,391
12/31/91        $16,385           $15,907     $12,400
1/31/92         $16,484           $16,383     $12,418
2/29/92         $16,462           $16,660     $12,463
3/31/92         $16,215           $15,995     $12,526
4/30/92         $16,380           $15,614     $12,544
5/31/92         $16,656           $15,419     $12,562
6/30/92         $16,384           $14,719     $12,607
7/31/92         $17,027           $15,526     $12,633
8/31/92         $16,828           $15,201     $12,669
9/30/92         $17,133           $15,467     $12,704
10/31/92        $17,334           $16,098     $12,749
11/30/92        $17,890           $17,331     $12,766
12/31/92        $18,085           $17,862     $12,757
1/31/93         $17,907           $18,265     $12,820
2/28/93         $17,638           $17,650     $12,865
3/31/93         $17,778           $18,192     $12,910
4/30/93         $17,149           $17,431     $12,946
5/31/93         $17,362           $18,425     $12,964
6/30/93         $17,166           $18,546     $12,982
7/31/93         $17,177           $18,381     $12,982
8/31/93         $17,459           $19,313     $13,019
9/30/93         $17,465           $19,798     $13,046
10/31/93        $17,714           $19,903     $13,099
11/30/93        $17,261           $19,592     $13,109
12/31/93        $17,454           $20,676     $13,109
1/31/94         $17,692           $21,406     $13,144
2/28/94         $17,045           $21,519     $13,189
3/31/94         $16,212           $20,239     $13,234
4/30/94         $16,235           $20,320     $13,252
5/31/94         $16,451           $20,009     $13,261
6/30/94         $16,416           $19,000     $13,306
7/31/94         $16,565           $19,464     $13,342
8/31/94         $17,276           $21,130     $13,396
9/30/94         $16,874           $20,963     $13,432
10/31/94        $16,805           $21,475     $13,441
11/30/94        $16,391           $20,523     $13,459
12/31/94        $16,551           $20,864     $13,459
1/31/95         $16,980           $20,868     $13,513
2/28/95         $17,489           $22,120     $13,567
3/31/95         $17,867           $22,937     $13,611
4/30/95         $17,995           $23,278     $13,656
5/31/95         $18,647           $23,660     $13,684
6/30/95         $18,851           $25,148     $13,711
7/31/95         $19,307           $27,261     $13,711
8/31/95         $19,610           $27,678     $13,747
9/30/95         $20,302           $28,450     $13,774

GRAPHIC MATERIAL (4)

This chart shows in pie chart format the fund's securities quality breakdown, as
a percentage of the fund's total net assets.

Quality Breakdown on 9/30/95
AAA                                       66.9%
AA                                        14.5%
A                                         18.6%

GRAPHIC MATERIAL (5)

The following line graph hypothetically compares the performance of the Franklin
Investment Grade Fund to that of the Lehman Brothers GovCorp Bond Index, and the
Consumer Price Index, based on a $10,000 investment from 2/1/87 to 9/30/95.

                            LB GOV CORP   CPI
Period       Hypothetical   Hypo.         Hypo. Investment
Ending       Investment     Investment


2/1/87       $10,000
2/1/87       $9,579          $  10,000     $   10,000
2/28/87      9,588           $  10,066     $   10,036
3/31/87      9,497           $  10,012     $   10,081
4/30/87      9,115           $   9,744     $   10,136
5/31/87      9,047           $   9,701     $   10,171
6/30/87      9,164           $   9,822     $   10,207
7/31/87      9,044           $   9,800     $   10,233
8/31/87      8,964           $   9,744     $   10,287
9/30/87      8,763           $   9,535     $   10,341
10/31/87     8,913           $   9,892     $   10,368
11/30/87     9,007           $   9,955     $   10,377
12/31/87     9,067           $  10,091     $   10,377
1/31/88      9,283           $  10,437     $   10,404
2/29/88      9,427           $  10,557     $   10,431
3/31/88      9,416           $  10,453     $   10,476
4/30/88      9,404           $  10,392     $   10,531
5/31/88      9,403           $  10,322     $   10,566
6/30/88      9,531           $  10,556     $   10,612
7/31/88      9,537           $  10,496     $   10,656
8/31/88      9,565           $  10,523     $   10,701
9/30/88      9,648           $  10,753     $   10,773
10/31/88     9,710           $  10,944     $   10,808
11/30/88     9,694           $  10,820     $   10,817
12/31/88     9,724           $  10,857     $   10,835
1/31/89      9,809           $  11,001     $   10,890
2/28/89      9,816           $  10,918     $   10,934
3/31/89      9,869           $  10,975     $   10,998
4/30/89      9,945           $  11,208     $   11,069
5/31/89      10,069          $  11,484     $   11,132
6/30/89      10,193          $  11,858     $   11,159
7/31/89      10,365          $  12,105     $   11,186
8/31/89      10,277          $  11,917     $   11,204
9/30/89      10,308          $  11,970     $   11,239
10/31/89     10,445          $  12,272     $   11,293
11/30/89     10,521          $  12,383     $   11,320
12/31/89     10,550          $  12,401     $   11,339
1/31/90      10,467          $  12,232     $   11,455
2/28/90      10,533          $  12,258     $   11,509
3/31/90      10,537          $  12,260     $   11,573
4/30/90      10,502          $  12,147     $   11,591
5/31/90      10,710          $  12,499     $   11,618
6/30/90      10,829          $  12,702     $   11,680
7/31/90      10,960          $  12,859     $   11,725
8/31/90      10,909          $  12,673     $   11,833
9/30/90      10,950          $  12,778     $   11,932
10/31/90     11,043          $  12,948     $   12,004
11/30/90     11,205          $  13,230     $   12,030
12/31/90     11,289          $  13,430     $   12,030
1/31/91      11,412          $  13,580     $   12,102
2/28/91      11,549          $  13,697     $   12,120
3/31/91      11,655          $  13,792     $   12,139
4/30/91      11,802          $  13,950     $   12,157
5/31/91      11,881          $  14,016     $   12,193
6/30/91      11,878          $  14,000     $   12,229
7/31/91      12,014          $  14,177     $   12,247
8/31/91      12,251          $  14,503     $   12,283
9/30/91      12,475          $  14,806     $   12,337
10/31/91     12,626          $  14,938     $   12,355
11/30/91     12,781          $  15,087     $   12,391
12/31/91     13,159          $  15,596     $   12,400
1/31/92      13,002          $  15,365     $   12,418
2/29/92      13,021          $  15,446     $   12,463
3/31/92      12,967          $  15,361     $   12,526
4/30/92      13,075          $  15,453     $   12,544
5/31/92      13,244          $  15,753     $   12,562
6/30/92      13,445          $  15,985     $   12,607
7/31/92      13,783          $  16,394     $   12,633
8/31/92      13,909          $  16,540     $   12,669
9/30/92      14,120          $  16,765     $   12,704
10/31/92     13,947          $  16,508     $   12,749
11/30/92     13,867          $  16,493     $   12,766
12/31/92     13,970          $  16,777     $   12,757
1/31/93      14,202          $  17,143     $   12,820
2/28/93      14,531          $  17,499     $   12,865
3/31/93      14,559          $  17,559     $   12,910
4/30/93      14,700          $  17,694     $   12,946
5/31/93      14,655          $  17,685     $   12,964
6/30/93      14,867          $  18,087     $   12,982
7/31/93      14,919          $  18,202     $   12,982
8/31/93      15,199          $  18,621     $   13,019
9/30/93      15,218          $  18,686     $   13,046
10/31/93     15,256          $  18,763     $   13,099
11/30/93     15,179          $  18,551     $   13,109
12/31/93     15,233          $  18,633     $   13,109
1/31/94      15,403          $  18,912     $   13,144
2/28/94      15,176          $  18,500     $   13,189
3/31/94      14,981          $  18,046     $   13,234
4/30/94      14,902          $  17,897     $   13,252
5/31/94      14,908          $  17,864     $   13,261
6/30/94      14,929          $  17,823     $   13,306
7/31/94      15,104          $  18,180     $   13,342
8/31/94      15,126          $  18,187     $   13,396
9/30/94      15,063          $  17,912     $   13,432
10/31/94     15,085          $  17,893     $   13,441
11/30/94     15,039          $  17,861     $   13,459
12/31/94     15,056          $  17,978     $   13,459
1/31/95      15,243          $  18,324     $   13,513
2/28/95      15,448          $  18,749     $   13,567
3/31/95      15,513          $  18,874     $   13,611
4/30/95      15,649          $  19,137     $   13,656
5/31/95      15,945          $  19,939     $   13,684
6/30/95      16,082          $  20,098     $   13,711
7/31/95      16,094          $  20,020     $   13,711
8/31/95      16,215          $  20,276     $   13,747
9/30/95      16,299          $  20,483     $   13,774
CUM. TR      62.99%         104.83%       37.74%



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