FRANKLIN MANAGED TRUST
N-30D, 1998-06-02
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SEMI
ANNUAL
REPORT

March 31, 1998
Franklin Managed Trust


   Franklin Rising Dividends Fund
   Franklin Investment Grade Income Fund
   Franklin Corporate Qualified Dividend Fund

Thank you for investing with Franklin  Templeton.  We encourage our investors to
maintain  a  long-term  perspective,  and to expect  that mixed in with the good
years can be some bad years.  It's  important  to remember  that all  securities
markets move both up and down,  as do mutual fund share  prices.  We  appreciate
your past support and look forward to serving your investment needs in the years
ahead.


SHAREHOLDER LETTER

CONTENTS

Shareholder Letter............................................       1
Fund Reports..................................................       4
 Franklin Rising
Dividends Fund................................................       4
 Franklin Investment Grade
Income Fund...................................................      13
 Franklin Corporate
Qualified Dividend Fund.......................................      19
Financial Highlights &
Statement of Investments......................................      24
Financial Statements..........................................      36
Notes to
Financial Statements..........................................      40

Dear Shareholder:

We are pleased to bring you the Franklin  Managed Trust  semi-annual  report for
the period ended March 31, 1998.

The future foretold?
In our Franklin Managed Trust annual report of September 30, 1997, we wrote, "It
is  important  to  remember  E that  markets  correct -- in our  opinion,  it is
desirable  for them to do so." I assure you that when we wrote these  words,  we
had no idea the market  was about to prove us  accurate  in quite so  dramatic a
fashion.  Less than a month later, on October 27, the Dow Jones(R)  Industrial
Average (the Dow) dropped  7.18%,  causing the New York Stock  Exchange to close
early.*

Although  such a steep  descent may alarm some  investors,  it is  important  to
remember that periods of volatility offer  opportunities to purchase  companies'
stocks suddenly selling at more attractive  valuations.  This viewpoint probably
influenced many bargain-hunting  investors following the October 27 fall. On the
very next day, the Dow not only rose 4.7%, but continued to rise to new heights.
By the end of the period under  review,  it stood at 8799.81,  compared with its
close at 7945.26 on September 30.*


*Source:Bloomberg.  The Dow Jones Industrial Average is a price-weighted average
of 30 actively traded blue chip stocks.

The Asian flu: a global epidemic
The Dow's  precipitous drop on October 27, in large part,  resulted from concern
over the  growing  financial  crises  in  Asia.  Following  Thailand's  currency
devaluation  during  the  summer,  many  Asian  markets  plummeted,  igniting  a
worldwide  decline in securities  markets.  Although  estimates for Asian market
recovery  are still  matter of debate,  it is clear  that these  crises had some
positive aspects.

First,  the Asian  economies'  problems  are  generally  perceived to have had a
dampening effect on the U.S.  economy,  acting as a light foot on the brake that
might  otherwise  have been applied by the Federal  Reserve  Board's  raising of
interest rates. Second, while the Asian crises may negatively affect profits for
firms  that  export to the area,  the same  economic  conditions  could  benefit
businesses  that import from the region.  Third,  the  uncertainty  in the Asian
equity markets has resulted in a "flight to quality," making  financial  markets
in the U.S., whose economy has grown moderately  without  generating  inflation,
more attractive to investors worldwide.

"Will the market drop again in the near future? Or will it soar to new heights?
We cannot answer those questions, and neither can anyone else."

A wake-up call
Market volatility such as that experienced during the six months under review is
like the proverbial  "wake-up call," rousing  investors from dreams of endlessly
rising  markets.  The  fact is that  markets  always  have  -- and  always  will
- -fluctuate.  Will the market drop again in the near  future?  Or will it soar to
new heights? We cannot answer those questions, and neither can anyone else.

Smart  investors  view their funds as  long-term  investments  and realize  that
market  fluctuations  and short-term  volatility  have minimal impact upon their
long-term  financial  goals.  They  understand  that  patience,  discipline  and
diversification  are keys to successful  investing and that mutual funds offer a
level of diversification  that is almost impossible for individual  investors to
achieve on their own.

Regardless  of  the  market's  direction,   Franklin   Templeton's   disciplined
investment  strategy  remains the same:  to provide  shareholders  with  careful
selection,  broad  diversification  and constant  professional  supervision.  We
encourage you to speak with your investment  representative about your financial
goals, diversify your investments, and remember that it is time -- not timing --
that makes the difference.

As always, we appreciate your support,  welcome your comments,  and look forward
to serving your future investment needs.

Sincerely,

William J. Lippman
President
Franklin Managed Trust



FRANKLIN RISING DIVIDENDS FUND


Your Fund's  Objective:  Franklin Rising Dividends Fund seeks long-term  capital
appreciation.  Preservation of capital is also an important  consideration.  The
fund invests in the equity  securities of companies that have paid  consistently
rising dividends over the past ten years.

We are pleased to report that Franklin Rising  Dividends Fund performed  soundly
during the six-month  reporting period ended March 31, 1998. As discussed in the
Performance  Summary on page 9, the Class I shares'  six-month  cumulative total
return was +12.80%.

Our investment  strategy is based on our belief that companies with consistently
rising  dividends  should,  over time, also realize  appreciation in their stock
prices. Highlighted in the table on page 7 are several criteria we use to select
portfolio  securities.  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 other investors.

During the period under review,  the U.S. stock market benefited from an economy
characterized  by solid growth,  low inflation  and falling  long-term  interest
rates.  Financial  services stocks performed  particularly well in this positive
atmosphere.  This trend aided two of the portfolio's  largest holdings,  Mercury
General  Corp.  and National  Commerce  Bancorp,  which also had  distinguishing
attributes  that  contributed  to their  strong  performance  during the period.
Automobile  insurer  Mercury  General  conducts  the majority of its business in
California. It has been able to offer drivers attractively priced auto insurance
through the combination of low cost structure, a strong distribution network and
very effective claims handling capabilities.  As a result, Mercury gained market
share while generating strong earnings growth.

National  Commerce,  a  Tennessee-based  regional  bank,  has become a leader in
supermarket branch banking. Several years ago, the company determined that to be
competitive, it needed a very low cost structure, and had to offer its customers
top-quality  services.  To achieve this, National Commerce decided it would take
itself to its  customers,  rather than wait for its customers to come to it. And
where could the bank make itself easily  accessible to its  customers?  At their
local  supermarkets,  of course. This bank's branches are now almost exclusively
located in high traffic  supermarket  stores  -thereby  eliminating the need for
costly, stand-alone facilities. Like Mercury General, National Commerce has been
able to gain market share and grow earnings as well.


"Our investment strategy is based on our belief that companies with consistently
rising  dividends  should,  over time, also realize  appreciation in their stock
prices."

The retail  sector  also  performed  favorably  for the  portfolio.  Our largest
holding in this sector was Family Dollar Stores,  Inc., a leading participant in
the  growing  "convenience   discounter"  retailing  segment.   Earnings  growth
accelerated  as a result of the  company's  everyday  low-pricing  strategy,  in
addition  to  its  store  remodeling  and  expansion  program.   Offering  basic
merchandise  at an  attractive  price from a  convenient  location  proved to be
especially popular with low- and middle-income consumers.

Despite the strong equity market during the period,  several of the  portfolio's
stocks suffered  sagging prices.  These included Cohu,  Inc.,  Dimon,  Inc., and
Millipore  Corp. The stock price of Cohu, a manufacturer of  semiconductor  test
handling  equipment,  fell as a result of weak sales  reported by  semiconductor
manufacturers.  Dimon, a tobacco leaf processor,  experienced shipment delays or
cancellations   to  some  cigarette   manufacturers   in  Asia.  Slow  sales  of
microelectronics  filtration equipment, and the dollar's strength versus foreign
currencies, hurt Millipore's earnings.

GRAPHIC MATERIAL 1 OMITTED - SEE APPENDIX AT END OF DOCUMENT

During the period,  we added  positions to the portfolio  including  Pall Corp.,
Diebold,  Inc., Bemis Co., Inc., and ReliaStar  Financial Corp. Pall makes fluid
filtration devices for a variety of industries  including health care.  Diebold,
which makes  card-based  transaction  systems,  has an exceptional  record of 44
years of annual dividend increases.  Bemis is a leading manufacturer of flexible
packaging  for food  industry  use.  ReliaStar,  a provider  of a broad range of
insurance related investment products, has increased its dividend for 26 years.

We eliminated  several  positions from the portfolio  including Gap, Inc.,  UST,
Inc.,  Monsanto Co., and  Bristol-Myers  Squibb Co. Gap became less attractively
valued  than  other  alternative  investments,  and we sold  it.  UST is  facing
increasing  competition in its smokeless tobacco product lines, and as a result,
became a candidate for a dividend cut. Monsanto,  although continuing to perform
well operationally,  decided to cut its dividend significantly and reinvest more
cash into its businesses. In recent years, Bristol-Myers has slowed its dividend
growth enough so that it no longer fits the portfolio's investment criteria.

During the past six months, the following companies made notable  year-over-year
dividend increases:  Alberto-Culver Co. (+20%),  Avery Dennison Corp.  (+23.5%),
Baldor Electric Co. (+21.2%),  Cohu, Inc. (+33.3%),  First Union Corp. (+27.6%),
Mercury  General  Corp.  (+20.7%),  Nucor Corp.  (+20%),  and State Street Corp.
(+20%).

As shown on the table to the left, our ten largest  positions on March 31, 1998,
comprised  27.41% of the fund's total net assets.  It is interesting to note how
these ten companies  would,  in the aggregate,  respond to the fund's  screening
criteria based on a simple average of statistical measures. On average, these 10
companies  have raised  their  dividends 17 years in a row and by 366.48% in the
last ten years.  Their most recent dividend  increases  averaged  17.75%,  for a
yield of 1.52% on  March  31,  1998,  and a  dividend  payout  ratio of  29.10%.
Long-term debt averaged 15.31% of capitalization, and the average price/earnings
ratio was 20.07%,  versus 22.88% for that of the unmanaged Standard & Poor's 500
Stock  Index on the same  date.  It is our  opinion  that  these  companies  are
representative of the portfolio's  fundamentally high quality. The table on page
7 compares Franklin Rising Dividends Fund to Standard &Poor's 500 Stock Index by
a variety  of  standard  measures.  We also  believe  that,  over the long term,
companies that increase cash payments to shareholders,  year after year, will be
superior builders of wealth.

Franklin Rising Dividends Fund vs.
Standard & Poor's 500(R) Stock Index*
Common Stock Analysis
Quarter Ended 3/31/98
                                      Franklin Rising
                                      Dividends Fund    S&P 500(R)
==================================================================
Gross Income Yield                         1.65%          1.39%
Price/Book Value                           3.9x           6.1x
Median Market Capitalization           $2.8 billion   $7.6 billion
Average Market Capitalization          $15.9 billion$ 17.3 billion
Price/Earnings Ratio                        19x            28x
BETA                                       0.74           1.00


Glossary of Terms:
Gross Income Yield: Rate of dividend return for a stock,  calculated by dividing
the annual  dividend by the stock price.  

Price/Book Value: Ratio of a stock's price to its book value per share. Book
value is the total net asset value of a company's securities (total assets minus
total liabilities). Dividing book value by the number of common shares
outstanding gives the book value per share. A stock that has a low ratio of
price to book value may be underpriced, and thus, a good value.

Market Capitalization: The value of a company, determined by multiplying the
market price of one share by the number of its issued and outstanding shares.

Price/Earnings Ratio (P/E): The price of a stock divided by the company's
earnings per share. For instance, a stock selling for $40 a share, and the
company earned $2 per share last year, has a trailing P/E of 20. Companies with
P/Es greater than 20 tend to be young and fast growing, while low P/E stocks
tend to be in mature industries or of established blue chip companies. P/E is
often used to demonstrate how expensive a stock is (i.e., how much investors are
willing to pay for a company's earnings).

BETA: A measure of a stock's relative volatility, in this case relative to the
S&P 500, which has a beta of 1.0. Thus, a beta below this number indicates a
stock or fund should be less volatile than the S&P 500, while a beta higher than
1.0 indicates greater volatility than the S&P 500. A fund beta of 0.74 indicates
the fund should be about 25% less volatile than the S&P 500.

Please  remember,  this  discussion  reflects our views,  opinions and portfolio
holdings as of March 31, 1998, the end of the reporting period.  However, market
and economic conditions are changing constantly, which can be expected to affect
our  strategies  and  the  fund's  portfolio   composition.   Although  historic
performance  is no  guarantee  of future  results,  these  insights may help you
understand our investment and management philosophy.

PERFORMANCE SUMMARY

Class I

Franklin  Rising  Dividends Fund - Class I produced a +12.80%  cumulative  total
return for the six-month  period ended March 31, 1998.  Cumulative  total return
measures  the  change  in  value  of an  investment,  assuming  reinvestment  of
dividends and capital gains,  if any, and does not include the sales charge.  We
have always  maintained a long-term  perspective  when managing the fund, and we
encourage shareholders to view their investments in a similar manner. As you can
see from the table on page 10, the fund's  Class I shares  delivered  a +307.88%
cumulative total return since inception on January 14, 1987.

The fund's share price, as measured by net asset value,  decreased  $0.17,  from
$26.93 on September 30, 1997, to $26.76 on March 31, 1998.  During the reporting
period,  shareholders received per-share  distributions of 5.9 cents ($0.059) in
dividend income,  35.29 cents ($0.3529) in short-term capital gains, and $2.8451
in long-term capital gains.  Distributions  will vary depending on income earned
by the  fund  and any  profits  realized  from  the  sale of  securities  in the
portfolio,  as  well  as  the  level  of the  fund's  operating  expenses.  Past
distributions are not indicative of future trends.

Franklin Rising Dividends Fund - Class I

Periods ended 3/31/98
                                                                     Since
                                                                   Inception
                               1-Year      5-Year    10-Year       (1/14/87)
============================================================================
Cumulative Total Return1       44.02%      118.72%   310.21%        307.88%
Average Annual Total Return2   37.52%       15.87%    14.63%         12.90%
Value of $10,000 Investment3  $13,752      $20,883   $39,158        $38,957

1. Cumulative total return  represents the change in value of an investment over
the periods indicated and does not include the sales charge.
2. Average annual total return  represents the average annual change in value of
an investment over the periods indicated and includes the current,  maximum 4.5%
initial sales charge.  See Note below. 
3. These figures represent the value of a hypothetical $10,000 investment in the
fund over the periods indicated and include the sales charge. Note: Prior to
July 1, 1994, Class I shares were offered at a lower initial sales charge with
dividends reinvested at net asset value; thus actual total returns would differ.
All calculations assume reinvestment of dividends and capital gains at net asset
value. Since markets can go down as well as up, investment return and principal
value will fluctuate with market conditions, and you may have a gain or loss
when you sell your shares.


*Source: Standard and Poor's Micropal. The S&P 500 Stock Index is unmanaged, and
one cannot invest in it directly.

Class II

Franklin Rising  Dividends Fund - Class II produced a +12.54%  cumulative  total
return for the six-month  period ended March 31, 1998.  Cumulative  total return
measures  the  change  in  value  of an  investment,  assuming  reinvestment  of
dividends and capital gains, if any, and does not include sales charges. We have
always  maintained  a  long-term  perspective  when  managing  the fund,  and we
encourage shareholders to view their investments in a similar manner. As you can
see from the table on page 12, the fund's  Class II shares  delivered a +113.33%
cumulative total return since the shares became available on May 1, 1995.

The fund's share price, as measured by net asset value,  decreased  $0.18,  from
$26.85 on September 30, 1997, to $26.67 on March 31, 1998.  During the reporting
period,  shareholders  received no dividend  income,  but  received  35.29 cents
($0.3529) in short-term  capital gains, and $2.8451 in long-term  capital gains.
Distributions  will vary  depending on income earned by the fund and any profits
realized from the sale of securities in the  portfolio,  as well as the level of
the fund's operating  expenses.  Past distributions are not indicative of future
trends.


"...over the long term,  companies that increase cash payments to  shareholders,
year after year, will be superior builders of wealth."

Franklin Rising Dividends Fund - Class II
Periods ended 3/31/98
                                                         Since
                                                       Inception
                                              1-Year   (5/1/95)
================================================================
Cumulative Total Return1                      43.30%    113.33%
Average Annual Total Return2                  40.89%     29.22%
Value of $10,000 Investment3                 $14,089    $21,114

1. Cumulative total return  represents the change in value of an investment over
the periods  indicated and does not include  sales  charges.  
2. Average annual total return represents the average annual change in value of
an investment over the periods indicated and includes the 1.0% initial sales
charge and the 1.0% contingent deferred sales charge applicable to shares
redeemed within 18 months of investment.
3. These figures represent the value of a hypothetical $10,000 investment in the
fund over the periods indicated and include sales charges. All calculations
assume reinvestment of dividends and capital gains at net asset value. Since
markets can go down as well as up, 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


Your Fund's  Objective:  Franklin  Investment  Grade Income Fund seeks a maximum
level of income  consistent with prudent exposure to risk. The fund pursues this
objective by investing in  investment-grade  debt  securities  having  primarily
intermediate maturities. The fund also seeks to offer a higher total return than
a money market fund,  generally with less risk to principal than a fund composed
of either  long-term  securities or securities  that are below  investment-grade
quality.1

During the reporting period,  the fund emphasized  investment in debt securities
with  intermediate  maturities,  attempting  to minimize  fluctuations  in share
value.  This strategy  proved  effective,  as the fund's Class I share price, as
measured by net asset value,  remained  relatively  stable,  increasing 1.0 cent
($0.01) from $9.08 at the beginning of the period, to $9.09 on March 31, 1998.

Through a careful  selection of securities we seek to control risk, in the forms
of interest rate and credit risk, with special  attention to the risk posed by a
security's  maturity.  All of the portfolio's  investments are call-protected to
maturity,  or for at least 20 years.  Further,  at the close of the period,  the
weighted  average  credit  quality of the  portfolio's  securities was in the AA
range, as measured by Standard & Poor's  Corporation,  a national  credit-rating
agency.  The AA rating is given only to high-grade debt obligations that offer a
strong degree of protection as to principal and interest.

GRAPHIC MATERIAL 2 OMITTED - SEE APPENDIX AT END OF DOCUMENT

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


 Q: What is a "put" bond, and why do we purchase them?
 A: A put bond is one that can be redeemed  before  maturity  and still  receive
 full face value (par).  Thus, if interest  rates rise, we can redeem a put bond
 early, at par on the optional retirement date, and reinvest the proceeds at the
 new, higher interest rate.  Conversely,  if interest rates decline, we can keep
 the higher yielding bond, or sell it at a favorable price. We believe that this
 put bond  strategy  should help us produce a higher  total  return than a money
 fund,  without subjecting the portfolio's share price to the kind of volatility
 associated with longer-term bonds or lower-quality investments. Thus, put bonds
 are an integral part of our disciplined investment strategy.

On March 31, 1998,  the  portfolio  had 47.3% of total net assets in  government
bonds,  2.0% in straight,  short- and  intermediate-term  bonds,  34.0% in "put"
bonds  and  16.7%  in cash  and  equivalents  (includes  net  other  assets  and
liabilities).  On the same date, the fund's weighted  average maturity was about
2.04 years,  using the  optional  put dates as  effective  maturities,  and 9.18
years, using the stated maturities.

We will maintain our fiscally responsible investment posture. It is our belief
that this strategy can enable us to produce solid total returns without
subjecting the portfolio's share price to significant price volatility.

Please  remember,  this  discussion  reflects our views,  opinions and portfolio
holdings as of March 31, 1998, the end of the reporting period.  However, market
and economic conditions are changing constantly, which can be expected to affect
our  strategies  and  the  fund's  portfolio   composition.   Although  historic
performance  is no  guarantee  of future  results,  these  insights may help you
understand our investment and management philosophy.

PERFORMANCE SUMMARY

Class I

Franklin  Investment Grade Income Fund - Class I share price, as measured by net
asset value,  increased 1.0 cent  ($0.01),  from $9.08 on September 30, 1997, to
$9.09 on March 31, 1998. The fund also paid income  distributions  totaling 23.5
cents  ($0.235)  per share over the same  period.  Dividends  will vary based on
portfolio earnings, and past distributions are not indicative of future trends.

The fund's  distribution  rate was 4.17%,  based on an  annualization of March's
monthly  dividend of 3.3 cents ($0.033) per share and the maximum offering price
of $9.49 on March 31, 1998.

For the  six-month  period  ended March 31,  1998,  your fund  produced a +2.74%
cumulative total return. Cumulative total return reflects the change in value of
an investment, assuming reinvestment of dividends and capital gains, if any, and
does not include the sales charge.

GRAPHIC MATERIAL 3 OMITTED - SEE APPENDIX AT END OF DOCUMENT

Franklin Investment Grade Income Fund - Class I

Periods ended 3/31/98
                                                                    Since
                                                                  Inception
                                1-Year     5-Year     10-Year     (1/14/87)
===========================================================================
Cumulative Total Return1          6.31%     26.71%     95.95%       92.77%
Average Annual Total Return2      1.77%      3.93%      6.49%        5.62%

Distribution Rate3                          4.17%
30-Day Standardized Yield4                  4.37%

1. Cumulative total return  represents the change in value of an investment over
the periods  indicated and does not include the sales charge.  
2. Average annual total return represents the average annual change in value of
an investment over the periods indicated and includes the current, maximum 4.25%
initial sales charge. See Note below.
3. Distribution rate is based on an annualization of March's 3.3 cent per share
monthly dividend and the maximum offering price of $9.49 on March 31, 1998.
4. Yield, calculated as required by the SEC, is based on the earnings of the
fund's portfolio for the 30 days ended March 31, 1998.
Note: Prior to July 1, 1994, Class I shares were offered at a lower initial
sales charge with dividends reinvested at net asset value; thus actual total
returns would differ.
All calculations assume reinvestment of dividends and capital gains at net asset
value. Since markets can go down as well as up, investment return and principal
value will fluctuate with market conditions, and you may have a gain or loss
when you sell your shares.


Advisor Class

Franklin  Investment  Grade Income Fund - Advisor Class share price, as measured
by net asset value,  increased  2.0 cents,  from $9.07 on September 30, 1997, to
$9.09 on March 31, 1998. The fund also paid income distributions  totaling 24.85
cents  ($0.2485)  per share over the same period.  Dividends  will vary based on
portfolio earnings, and past distributions are not indicative of future trends.

The fund's  distribution  rate was 4.61%,  based on an  annualization of March's
monthly dividend of 3.49 cents ($0.0349) per share and the net asset value price
of $9.09 on March 31, 1998.

For the  six-month  period  ended March 31,  1998,  your fund  produced a +3.00%
cumulative total return. Cumulative total return reflects the change in value of
an investment, assuming reinvestment of dividends and capital gains, if any.

GRAPHIC MATERIAL 4 OMITTED - SEE APPENDIX AT END OF DOCUMENT

Franklin Investment Grade Income Fund - Advisor Class

Periods ended 3/31/98
                                                                    Since
                                                                 Inception*
                               1-Year*   5-Year*     10-Year*     (1/14/87)
===========================================================================
Cumulative Total Return1         6.67%    27.10%       96.56%       93.37%
Average Annual Total Return1     6.67%     4.91%        6.99%        6.06%

Distribution Rate2                              4.61%
30-Day Standardized Yield*,3                    4.82%

*On January 2, 1997,  the fund began  selling  Advisor  Class  shares to certain
eligible  investors as described  in the  prospectus.  This share class does not
have sales  charges  or a Rule  12b-1  plan.  Performance  quotations  have been
calculated as follows: (a) For periods prior to January 2, 1997, figures reflect
the  fund's  Class I  performance,  excluding  the  effect  of the Class I sales
charge,  but including the effect of the Class I expenses,  including Rule 12b-1
fees; and (b) for periods after January 1, 1997 (commencement of sales), figures
reflect actual Advisor Class performance including the deduction of all fees and
expenses  applicable only to that class.  This was a period of generally  rising
securities  prices. 
1. Cumulative total return represents the change in value of an investment over
the periods indicated. Average annual total return represents the average annual
change in value of an investment over the periods indicated.
2. Distribution rate is based on an annualization of March's 3.49 cent per share
monthly  dividend and the net asset value price of $9.09 on March 31,  1998.  
3. Yield, calculated as required by the SEC, is based on the earnings of the
fund's portfolio for the 30 days ended March 31, 1998.
All calculations assume reinvestment of dividends and capital gains at net asset
value. Since markets can go down as well as up, investment return and principal
value will fluctuate with market conditions. You may have a gain or loss when
you sell your shares.


FRANKLIN CORPORATE
QUALIFIED DIVIDEND FUND


Your Fund's Objective: Franklin Corporate Qualified Dividend Fund is designed to
serve  as  an  income-producing   vehicle  for  the  cash  reserves  of  taxable
corporations.  The fund's  objective is to generate high,  after-tax  income for
corporations  consistent  with  investment in  investment-quality  securities of
domestic   corporations   whose   dividends   qualify  for  the  70%   corporate
dividends-received deduction.

We are pleased to report that Franklin Corporate Qualified Dividend Fund met its
investment  objective  during the reporting  period.  The fund's share price, as
measured  by net  asset  value,  fluctuated  within a narrow  range and ended at
$24.07 on March 31,  1998,  up from $24.03 on  September  30,  1997.  During the
period,  the fund also paid monthly  tax-advantaged  income,  which totaled 50.7
cents ($0.507) per share.

The chart on page 20 profiles the fund's investments at the close of the period.
As the illustration shows,  auction-rate preferred stocks and cash & equivalents
comprised about 53.5% of the fund's total net assets. With the exception of cash
&  equivalents,  auction-rate  preferred  stocks  tend  to  exhibit  the  lowest
price-sensitivity  to interest  rates,  because they normally  reset their rates
every 49 days,  based on the results of a Dutch auction.  The process  generally
allows  investors  to  receive  par  value  for  their  securities  at  periodic
intervals, as other investors bid to set a new dividend rate.

GRAPHIC MATERIAL 5 OMITTED - SEE APPENDIX AT END OF DOCUMENT

Adjustable-rate  preferred  stocks  offer  somewhat  less price  stability  than
auction-rate  preferreds.  Adjustables reset their dividend rates  approximately
every 90 days  (according to a yield spread fixed at the time of original  sale)
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.  Thus,  adjustables  tend to  maintain  their  prices  even when
interest rates swing radically, but they are not protected from losses resulting
from a decline in credit quality.

Fixed-rate preferred stocks have the least price stability.  However, all of our
fixed rate  preferreds  had limited terms until  redemption,  ranging from a few
months to a few years.  This factor lowers their  sensitivity to interest rates,
similar to that of short- to intermediate-term  bonds.We seek to control various
sources of potential  risk,  including  interest  rate and credit risk,  through
careful  selection of securities  and active  management  of the fund.  National
rating  services,  such as Standard and Poor's and  Moody's,  as well as our own
in-house  evaluations,  provide portfolio managers with a guide to each issuer's
credit quality.  The chart to the right illustrates the quality breakdown of the
fund's investments at the close of the period.

Please  remember,  this  discussion  reflects our views,  opinions and portfolio
holdings as of March 31, 1998, the end of the reporting period.  However, market
and economic conditions are changing constantly, which can be expected to affect
our  strategies  and  the  fund's  portfolio   composition.   Although  historic
performance  is no  guarantee  of future  results,  these  insights may help you
understand our investment and management philosophy.

GRAPHIC MATERIAL 6 OMITTED - SEE APPENDIX AT END OF DOCUMENT
GRAPHIC MATERIAL 7 OMITTED - SEE APPENDIX AT END OF DOCUMENT

PERFORMANCE SUMMARY

Franklin  Corporate  Qualified  Dividend  Fund's share price, as measured by net
asset value,  increased 4 cents  ($0.04),  from $24.03 on September 30, 1997, to
$24.07 on March 31, 1998. The fund also paid income distributions  totaling 50.7
cents  ($0.507)  per share over the same  period.  Dividends  will vary based on
portfolio earnings, and past distributions are not indicative of future trends.

The fund's  distribution  rate was 4.03%,  based on an  annualization of March's
monthly  dividend of 8.2 cents ($0.082) per share and the maximum offering price
of $24.44 on March 31, 1998.  Based on the 1998 maximum  federal  corporate  tax
rate of 35%, the taxable equivalent  distribution rate was 5.55%,  assuming that
100% of your fund's dividends  qualify for the 70% corporate  dividends-received
deduction.

For the  six-month  period  ended March 31,  1998,  your fund  produced a +2.31%
cumulative total return. Cumulative total return reflects the change in value of
an investment, assuming reinvestment of dividends and capital gains, if any, and
does not include the sales charge.

We have always maintained a long-term perspective and encourage our shareholders
to do the same.  While the fund may experience  volatility from time to time, we
believe its performance  should be  satisfactory  over the long term. As you can
see from the table on page 23, the  fund's  Class I shares  delivered  a +93.61%
cumulative total return since inception on January 14, 1987.

Franklin Corporate Qualified Dividend Fund
Periods ended 3/31/98
                                                                       Since
                                                                     Inception
                                    1-Year      5-Year     10-Year   (1/14/87)
==============================================================================
NAV Cumulative Total Return1          5.08%      25.14%     106.78%    93.61%
POP Cumulative Total Return1          3.52%      23.24%     103.65%    90.71%
NAV Average Annual Total Return2      5.08%       4.59%       7.54%     6.07%
POP Average Annual Total Return2      3.52%       4.27%       7.37%     5.93%

Distribution Rate3                            4.03%
Taxable Equivalent Distribution Rate4         5.55%
30-Day Standardized Yield5                    3.92%
Taxable Equivalent Yield4                     5.40%

1. Net asset value (NAV) cumulative total return shows the change in value of an
investment  over the periods  indicated  and does not include the sales  charge.
Public  offering  price (POP) return  includes the sales charge.  
2. NAV average annual total return represents the average annual change in value
of an investment over the periods indicated and does not include the sales
charge. POP return reflects the maximum 1.5% initial sales charge.
3. Distribution rate is based on an annualization of March's 8.2 cent per share
monthly dividend and the maximum offering price of $24.44 on March 31, 1998.
4. Taxable equivalent distribution rate and yield assume the 1998 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 March 31, 1998.
Note: All total return calculations assume reinvestment of dividends and capital
gains at net asset value. Since markets can go down as well as up, 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 MANAGED TRUST
Financial Highlights

Franklin Corporate Qualified Dividend Fund
<TABLE>
<CAPTION>

                                                                                     Class I
                                                  --------------------------------------------------------------------
                                               Six Months Ended
                                                March 31, 1998                     Year Ended September 30,
                                                              --------------------------------------------------------
                                                  (unaudited)   1997          1996      1995          1994       19931
                                                  --------------------------------------------------------------------
<S>                                                 <C>        <C>           <C>       <C>           <C>        <C>   
Per share operating performance
(for a share outstanding throughout the period)
Net asset value, beginning of period .......        $24.03     $23.52        $23.76    $23.69        $24.47     $23.75
Income from investment operations:
 Net investment income .....................           .48       1.11          1.10      1.21          1.02        .73
 Net realized and unrealized gains (losses)            .07        .44          (.19)      --           (.84)       .78
                                                 ----------------------------------------------------------------------
Total from investment operations ...........           .55       1.55           .91      1.21           .18       1.51
                                                 ----------------------------------------------------------------------
Less distributions from net investment income         (.51)     (1.04)        (1.15)    (1.14)         (.96)      (.79)
                                                 ----------------------------------------------------------------------
Net asset value, end of period .............        $24.07     $24.03        $23.52    $23.76        $23.69     $24.47
                                                 ----------------------------------------------------------------------

Total return* ..............................          2.31%      6.71%         3.94%     5.26%          .72%      6.44%

Ratios/supplemental data
Net assets, end of period (000's) ..........        $24,454    $24,546      $27,791    $27,793      $31,790    $33,849
Ratio to average net assets:
 Expenses ..................................          1.19%**    1.03%         1.07%     1.02%         1.00%      1.06%**
 Net investment income .....................          3.96%**    4.56%         4.64%     5.02%         4.19%      4.09%**
Portfolio turnover rate ....................          9.00%     13.41%        24.88%    29.18%        32.17%     27.46%
Average commission rate paid*** ............            --      $.0600        $.0600       --            --         --
</TABLE>

*Total  return does not reflect sales  commissions  or the  contingent  deferred
sales charge,  and is not annualized.  Prior to May 1, 1994,  dividends from net
investment income were reinvested at offering price.
** Annualized.
*** Relates to purchases  and sales of equity  securities.  Prior to fiscal year
end 1996 disclosure of average commission rate was not required.
1For the nine months ended September 30, 1993.


See notes to financial statements.

FRANKLIN MANAGED TRUST
Statement of Investments, March 31, 1998 (unaudited)
<TABLE>
<CAPTION>


 Franklin Corporate Qualified Dividend Fund                                              SHARES          VALUE
<S>                                                                                     <C>           <C>      
a  Adjustable Rate Preferred Stocks 26.4%
   Commercial Banks/Bank Holding Companies 8.5%
   Chase Manhattan, 5.10% flex rate pfd., Series N ................................     36,000        $ 888,750
   Citicorp, 4.956% adj. rate pfd., Series 19 .....................................     48,200        1,192,950
                                                                                                  -------------
                                                                                                      2,081,700
                                                                                                  -------------
   Electric Utilities 8.7%
   Arizona Public Service Co., 6.00% adj. rate pfd., Series Q .....................     10,000          947,500
   Toledo Edison Co., 7.00% cum. adj. rate pfd., Series A .........................     46,700        1,174,799
                                                                                                  -------------
                                                                                                      2,122,299
                                                                                                  -------------
   Gas Transmission 4.8%
   Enserch Corp., 5.542% adj. rate pfd., Series A .................................     48,000        1,173,000
                                                                                                  -------------
   Government Sponsored Enterprise 4.4%                                                             
   Sallie-Mae, 5.00% adj. rate pfd., Series A .....................................     22,000        1,078,000
                                                                                                  -------------
   Total Adjustable Rate Preferred Stocks (Cost $6,300,572)                                           6,454,999
                                                                                                  -------------
b  Auction Rate Preferred Stocks 38.6%
c  Alabama Power Co., 3.95%, Series 1993 ..........................................          2          200,921
c  CNA Financial Corp., 4.015%, Series F  .........................................         12        1,206,558
c  Central Power and Light Corp., 4.089%, Series B ................................         12        1,206,679
c  General Electric Capital Corp., 4.10%, Series K ................................         12        1,206,490
c  International Lease Finance, 4.115%, Series B ..................................         11        1,101,886
d  Morgan (JP), Inc., 4.20%, Series C .............................................      1,100        1,103,316
c  Northern Trust Corp., 4.00%, Series C ..........................................         11        1,104,278
c  Republic NY Corp., 4.095%, Series A ............................................         11        1,101,877
c  Virginia Electric and Power Co., 4.05%, Series 92-A ............................         12        1,205,805
                                                                                                  -------------
   Total Auction Rate Preferred Stocks (Cost $9,400,000)                                              9,437,810
                                                                                                  -------------
   Fixed Rate Preferred Stocks 20.1%                                                              
                                                                                                  
   Financial Services 8.4%
   Donaldson, Lufkin & Jenrette Securities Corp., 5.94% adj. rate pfd., Series A ..     20,000        1,021,250
   Morgan Stanley & Co., Inc., 5.91% adj. rate pfd. ...............................     20,000        1,030,000
                                                                                                  -------------
                                                                                                      2,051,250
                                                                                                  -------------
   Pharmaceuticals 5.4%
c Smithkline Beecham Holding, 5.58%, Series A-1 ...................................         13        1,331,688
                                                                                                  -------------
   Utilities 6.3%
   Entergy Louisiana, Inc., 7.00% S.F., pfd. ......................................     15,000        1,531,875
                                                                                                  -------------
   Total Fixed Rate Preferred Stocks (Cost $4,966,050) ............................                   4,914,813
                                                                                                  -------------
   Total Long Term Investments (Cost $20,666,622) .................................                  20,807,622
                                                                                                  -------------

  eRepurchase Agreement 15.1%
   Joint Repurchase Agreement, 5.819%, 4/01/98, (Maturity Value $3,701,598)
   (Cost $3,701,000)............................................................... $3,701,000      $ 3,701,000
     BancAmerica Robertson Stephens, (Maturity Value $305,566)
     Barclays  Capital Group,  Inc.,  (Maturity Value $305,566) Bear,  Stearns &
     Co., Inc.,  (Maturity Value $166,672) BT Alex Brown, Inc.,  (Maturity Value
     $55,558) Chase Securities,  Inc., (Maturity Value $298,375) CIBC Wood Gundy
     Securities Corp.,  (Maturity Value $430,899)  Donaldson,  Lufkin & Jenrette
     Securities Corp., (Maturity Value $305,566)
     Dresdner Kleinwort Benson, North America, L.L.C., (Maturity Value $305,566)
     Greenwich Capital Markets, Inc., (Maturity Value $305,566) Morgan Stanley &
     Co.,  Inc.,  (Maturity  Value  $305,566)  Paribas  Corp.,  (Maturity  Value
     $305,566) SBC Warburg  Dillon Read,  Inc.,  (Maturity  Value  $305,566) UBS
     Securities, L.L.C., (Maturity Value $305,566)
      Collateralized by U.S. Treasury Bills and Notes..............................                 
                                                                                                  -------------
   Total Investments (Cost $24,367,622) 100.2% ....................................                  24,508,622
   Other Assets, less Liabilities (.2%) ...........................................                    (54,410)
                                                                                                  -------------
   Net Assets 100.0%...............................................................                 $24,454,212
                                                                                                    ===========

</TABLE>

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 
eSee Note 1(b) regarding joint repurchase agreement.


See notes to financial statements.


FRANKLIN MANAGED TRUST
Financial Highlights

<TABLE>
<CAPTION>


Franklin Rising Dividends Fund
                                                                      Class I
                                         -----------------------------------------------------------------
                                         Six Months Ended
                                          March 31, 1998                 Year Ended September 30,
                                                            ----------------------------------------------
                                            (unaudited)      1997       1996       1995     1994     19931
                                         -----------------------------------------------------------------
<S>                                          <C>           <C>        <C>      <C>       <C>        <C>   
Per share operating performance
(for a share outstanding throughout 
  the period)
Net asset value, beginning of period         $26.93        $20.03     $17.31   $14.67    $15.43     $16.18
                                         -----------------------------------------------------------------
Income from investment operations:
 Net investment income                          .06           .16        .28        .33      .28       .19
 Net realized and unrealized gains (losses)    3.03          8.23       2.78       2.61     (.80)     (.74)
                                         -----------------------------------------------------------------
Total from investment operations               3.09          8.39       3.06       2.94     (.52)     (.55)
                                         -----------------------------------------------------------------
Less distributions from:
 Net investment income                         (.06)         (.18)      (.34)      (.30)    (.24)     (.20)
 Net realized gains                           (3.20)        (1.31)        --         --       --        --
                                         -----------------------------------------------------------------
Total distributions                           (3.26)        (1.49)      (.34)      (.30)    (.24)     (.20)
                                         -----------------------------------------------------------------
Net asset value, end of period               $26.76        $26.93     $20.03     $17.31   $14.67    $15.43
                                         =================================================================
Total return*                                 12.80%        44.10%     17.83%     20.32%   (3.38%)   (3.43%)

Ratios/supplemental data
Net assets, end of period (000's)          $492,803      $394,873   $277,746   $260,917  $261,461  $356,708
Ratio to average net assets:
 Expenses                                   1.38%**       1.41%      1.40%      1.43%    1.43%     1.40%**
 Net investment income                       .46%**        .71%      1.49%      2.10%    1.81%     1.73%**
Portfolio turnover rate                    12.16%        39.47%     31.55%     14.60%   25.75%    11.48%
Average commission rate paid***             $.0536        $.0511     $.0508       --       --        --


</TABLE>



*Total  return does not reflect sales  commissions  or the  contingent  deferred
sales charge,  and is not annualized.  Prior to May 1, 1994,  dividends from net
investment income were reinvested at offering price.
**Annualized.
***Relates to purchases and sales of equity securities. Prior to fiscal year end
1996 disclosure of average commission rate was not required.
1For the nine months ended September 30, 1993.

<TABLE>
<CAPTION>

Franklin Rising Dividends Fund
                                                                                 Class II
                                                              ---------------------------------------------
                                                              Six Months Ended
                                                               March 31, 1998    Year Ended September 30,
                                                                                ---------------------------
                                                                 (unaudited)    1997      1996      19952
                                                              ---------------------------------------------
<S>                                                                    <C>        <C>       <C>      <C>   
Per share operating performance
(for a share outstanding throughout the period)
Net asset value, beginning of period                                   $26.85     $19.98    $17.28   $15.47
                                                              ---------------------------------------------
Income from investment operations:
 Net investment income                                                  --           .08       .21      .11
 Net realized and unrealized gains                                       3.02       8.17      2.74     1.83
                                                              ---------------------------------------------
Total from investment operations                                         3.02       8.25      2.95     1.94
                                                              ---------------------------------------------
Less distributions from:
 Net investment income                                                  --          (.07)     (.25)    (.13)
 Net realized gains                                                     (3.20)     (1.31)       --       --
                                                              ---------------------------------------------
Total distributions                                                     (3.20)     (1.38)     (.25)    (.13)
                                                              ---------------------------------------------
Net asset value, end of period                                         $26.67     $26.85    $19.98   $17.28
                                                              =============================================

Total return*                                                           12.54%     43.37%    17.16%   12.56%

Ratios/supplemental data
Net assets, end of period (000's)                                     $36,142    $14,526    $3,882   $1,060
Ratio to average net assets:
 Expenses                                                              1.92%**    1.95%     1.95%    1.90%**
 Net investment income                                                 (.02%)**    .17%      .94%    1.92%**
Portfolio turnover rate                                               12.16%     39.47%    31.55%   14.60%
Average commission rate paid***                                        $.0536     $.0511    $.0508     --


</TABLE>

*Total return does not reflect sales commissions or the contingent deferred
sales charge, and is not annualized.
**Annualized.
***Relates to purchases and sales of equity securities. Prior to fiscal year end
1996 disclosure of average commission rate was not required.
2For the period May 1, 1995 (effective date) to September 30, 1995.

See notes to financial statements.



FRANKLIN MANAGED TRUST
Statement of Investments, March 31, 1998 (unaudited)



<TABLE>
<CAPTION>


 Franklin Rising Dividends Fund                                                       SHARES       VALUE
=============================================================================================================== 
<S>                                                                                     <C>         <C>        
  Common Stocks 97.7%
   Banks/Thrifts 14.7%
   CoreStates Financial Corp.......................................................     57,500      $ 5,160,625
   First Union Corp................................................................    197,000       11,179,750
   Mercantile Bankshares Corp......................................................    150,950        5,462,503
   National Commerce Bancorp.......................................................    274,300       11,692,038
   State Street Corp...............................................................     98,200        6,683,738
   TrustCo. Bank Corp., New York...................................................    293,716        8,334,192
   U.S. Bancorp....................................................................     77,000        9,605,750
   Washington Mutual, Inc..........................................................    184,500       13,232,119
   Wilmington Trust Corp...........................................................     96,200        6,385,267
                                                                                                  -------------
                                                                                                     77,735,982
                                                                                                  -------------
   Consumer Goods/Services 17.3%
   Alberto-Culver Co., Class A.....................................................    472,100       12,717,194
   Bemis Co., Inc..................................................................    226,600       10,225,325
   Block Drug Co., Inc., Class A...................................................    108,659        4,563,678
   Dimon, Inc......................................................................    412,700        6,886,931
   Newell Co.......................................................................    187,200        9,067,500
   Nike, Inc., Class B.............................................................     68,500        3,031,125
   Pall Corp.......................................................................    806,500       17,339,750
   Philip Morris Cos., Inc.........................................................    163,700        6,824,244
   Sherwin-Williams Co.............................................................    320,000       11,360,000
   Stanhome, Inc...................................................................     23,900          643,806
   Universal Corp..................................................................    202,300        8,913,844
                                                                                                  -------------
                                                                                                     91,573,397
                                                                                                  -------------
   Drugs/Health Care 2.6%
   Becton, Dickinson & Co..........................................................    129,000        8,780,063
   Merck & Co., Inc................................................................     16,100        2,066,838
   West Co., Inc...................................................................     93,600        2,819,700
                                                                                                  -------------
                                                                                                     13,666,601
                                                                                                  -------------
   Electronics/Technology 8.6%
   Baldor Electric Co..............................................................    210,266        5,664,040
   Cohu, Inc.......................................................................    258,200        9,811,600
   Diebold, Inc....................................................................    224,000        9,856,000
   General Electric Co.............................................................     65,000        5,602,188
   Hewlett-Packard Co..............................................................     81,100        5,139,713
   Hubbell Inc., Class B...........................................................    119,300        6,009,738
   Rockwell International Corp.....................................................     62,300        3,574,463
                                                                                                  -------------
                                                                                                     45,657,742
                                                                                                  -------------
   Energy 1.0%
   Royal Dutch Petroleum Co. New York Shares, ADR (Netherlands)....................     93,700        5,323,331
                                                                                                  -------------
   Financial Services 1.7%
   Fannie Mae......................................................................    139,000        8,791,750
                                                                                                  -------------

   Industrial 19.3%
   Donaldson Co., Inc..............................................................     66,900      $ 1,722,675
   Dover Corp......................................................................    228,400        8,679,200
   Flowserve Corp..................................................................    156,200        5,096,025
   Graco, Inc......................................................................     98,400        2,982,750
   Hanna (M.A.) Co.................................................................    406,500        9,933,844
   Kaydon Corp.....................................................................    281,700       11,514,488
   Kimball International, Inc., Class B............................................    421,000        9,683,000
   Leggett & Platt, Inc............................................................    215,200       11,069,350
   Millipore Corp..................................................................    238,300        8,280,925
   Myers Industries, Inc...........................................................    292,280        6,101,345
   Nucor Corp......................................................................    183,400        9,983,838
   Superior Industries International, Inc..........................................    167,800        5,568,863
   Superior Surgical Manufacturing Co., Inc........................................    138,300        2,420,250
   Watts Industries, Inc., Class A.................................................    310,000        9,261,250
                                                                                                  -------------
                                                                                                    102,297,803
                                                                                                  -------------
   Insurance - Life .1%
   American Heritage Life Investment Corp..........................................     33,800          697,125
                                                                                                  -------------
   Insurance - Property/Casualty 12.8%
   Allied Group, Inc...............................................................    293,825        9,475,856
   American International Group, Inc...............................................     40,250        5,068,984
   Chubb Corp......................................................................    103,000        8,072,625
   Harleysville Group, Inc.........................................................     69,700        1,812,200
   Mercury General Corp............................................................    215,200       13,463,450
   MMI Cos., Inc...................................................................    395,400        9,514,313
   ReliaStar Financial Corp........................................................    157,800        7,268,663
   RLI Corp........................................................................    159,250        8,599,500
   St. Paul Cos., Inc..............................................................     47,200        4,206,700
                                                                                                  -------------
                                                                                                     67,482,291
                                                                                                  -------------
   Office/Business Supplies 8.5%
   Avery Dennison Corp.............................................................    188,600       10,066,525
   Brady (W.H.) Corp...............................................................    142,300        4,767,050
   Ennis Business Forms, Inc.......................................................    256,900        3,018,575
   Standard Register Co............................................................    247,700        8,406,319
   Wallace Computer Services, Inc..................................................    534,900       18,520,913
                                                                                                  -------------
                                                                                                     44,779,382
                                                                                                  -------------
   Retail 9.8%
   Family Dollar Stores, Inc.......................................................    625,600       23,772,800
   The Limited, Inc................................................................    280,200        8,038,238
   Rite Aid Corp...................................................................    273,800        9,377,650
   Schultz Sav-O Stores, Inc.......................................................     23,000          385,250
   Wal-Mart Stores, Inc............................................................    204,300       10,380,994
                                                                                                  -------------
                                                                                                     51,954,932
                                                                                                  -------------

   Transportation 1.3%
   Circle International Group, Inc.................................................    265,200      $ 7,027,800
                                                                                                  -------------
   Total Common Stocks (Cost $345,304,862).........................................                 516,988,136
                                                                                                  -------------
   Convertible Preferred Stock .2%
   American Heritage Life Investment Corp., 8.50% cvt. pfd. (Cost $625,000)........     12,500          765,625
                                                                                                  -------------
   Total Long Term Investments (Cost $345,929,862).................................                 517,753,761
                                                                                                  -------------

                                                                                       PRINCIPAL
                                                                                        AMOUNT
                                                                                     -----------
 e Repurchase Agreement 2.4%
   Joint Repurchase Agreement, 5.819%, 4/01/98, (Maturity Value $12,896,430)         $12,894,346     12,894,346
      (Cost $12,894,346)
    BancAmerica Robertson Stephens, (Maturity Value $1,064,600) Barclays Capital
    Group,  Inc.,  (Maturity  Value  $1,064,600)  Bear,  Stearns  &  Co.,  Inc.,
    (Maturity  Value  $580,726) BT Alex Brown,  Inc.,  (Maturity Value $193,575)
    Chase  Securities,   Inc.,  (Maturity  Value  $1,039,581)  CIBC  Wood  Gundy
    Securities Corp., (Maturity Value $1,501,148)  Donaldson,  Lufkin & Jenrette
    Securities  Corp.,  (Maturity Value $1,064,600)  Dresdner  Kleinwort Benson,
    North  America,   L.L.C.,  (Maturity  Value  $1,064,600)  Greenwich  Capital
    Markets,  Inc.,  (Maturity  Value  $1,064,600)  Morgan  Stanley & Co., Inc.,
    (Maturity Value $1,064,600)  Paribas Corp.,  (Maturity Value $1,064,600) SBC
    Warburg Dillon Read,  Inc.,  (Maturity  Value  $1,064,600)  UBS  Securities,
    L.L.C., (Maturity Value $1,064,600)
     Collateralized by U.S. Treasury Bills and Notes                                                
                                                                                                  -------------
   Total Investments (Cost $358,824,208) 100.3%....................................                 530,648,107
   Other Assets, less Liabilities (.3%)............................................                 (1,703,536)
                                                                                                  -------------
   Net Assets 100.0%...............................................................                $528,944,571
                                                                                                  =============

</TABLE>
eSee Note 1(b) regarding joint repurchase agreement.

See notes to financial statements.

FRANKLIN MANAGED TRUST
Financial Highlights

<TABLE>
<CAPTION>

Franklin Investment Grade Income Fund
                                                                     Class I
                                        ------------------------------------------------------------------
                                        Six Months Ended
                                         March 31, 1998                 Year Ended September 30,
                                                            ----------------------------------------------
                                           (unaudited)       1997       1996       1995     1994     19931
                                        ------------------------------------------------------------------
<S>                                           <C>           <C>        <C>      <C>       <C>        <C>  
Per share operating performance
(for a share outstanding throughout the period)
Net asset value, beginning of period          $9.08         $9.01      $9.04    $8.82     $9.31      $8.93
                                        ------------------------------------------------------------------
Income from investment operations:
 Net investment income                          .21           .41        .44      .44       .45        .38
 Net realized and unrealized gains              .04           .09       (.06)     .26      (.54)       .40
   (losses)
                                        ------------------------------------------------------------------
Total from investment operations                .25           .50        .38        .70     (.09)      .78
                                        ------------------------------------------------------------------
Less distributions from net                    (.24)         (.43)      (.41)      (.48)    (.40)     (.40)
   investment income
                                        ------------------------------------------------------------------
Net asset value, end of period                $9.09         $9.08      $9.01      $9.04    $8.82     $9.31
                                        ==================================================================
Total return*                                  2.74%         5.68%      4.25%      8.21%   (1.02%)    8.94%

Ratios/supplemental data
Net assets, end of period (000's)            $50,784     $43,568    $29,372     $29,824  $29,553   $35,970
Ratio to average net assets:
 Expenses                                      1.16%**       1.05%      1.06%      1.09%    1.05%     1.09%**
 Net investment income                         4.70%**       4.73%      4.81%      4.96%    4.91%     5.61%**
Portfolio turnover rate                       11.87%        41.32%     20.06%     64.70%   10.57%    53.19%

</TABLE>
*Total  return does not reflect sales  commissions  or the  contingent  deferred
sales charge,  and is not annualized.  Prior to May 1, 1994,  dividends from net
investment income were reinvested at offering price.
**Annualized.
1For the nine months ended September 30, 1993.

FRANKLIN MANAGED TRUST
Financial Highlights (continued)

Franklin Investment Grade Income Fund
<TABLE>
<CAPTION>

                                                                                       Advisor Class
                                                                         --------------------------------------
                                                                            Six Months Ended
March 31, 1998                                                                 Year Ended
                                                                              (unaudited)   September 30, 19973
                                                                         --------------------------------------
<S>                                                                                    <C>            <C>  
Per share operating performance
(for a share outstanding throughout the period)
Net asset value, beginning of period                                                   $9.07          $9.03
                                                                         --------------------------------------
Income from investment operations:
 Net investment income                                                                   .23            .28
 Net realized and unrealized gains                                                       .04            .07
                                                                         --------------------------------------
Total from investment operations                                                         .27            .35
                                                                         --------------------------------------
Less distributions from net investment income                                           (.25)          (.31)
                                                                         --------------------------------------
Net asset value, end of period                                                         $9.09          $9.07
                                                                         ======================================
Total return*                                                                           3.00%          3.98%

Ratios/supplemental data
Net assets, end of period (000's)                                                        $48            $39
Ratio to average net assets:
 Expenses                                                                                .85%**         .85%**
 Net investment income                                                                  4.98%**        4.84%**
Portfolio turnover rate                                                                11.87%         41.32%


</TABLE>
*Total return is not annualized.
**Annualized.
3For the period January 2, 1997 (effective date) to September 30, 1997.

See notes to financial statements.

FRANKLIN MANAGED TRUST
Statement of Investments, March 31, 1998 (unaudited)
<TABLE>
<CAPTION>



                                                                                      PRINCIPAL
   Franklin Investment Grade Income Fund                                               AMOUNT           VALUE
   <S>                                                                              <C>             <C>        
 e U.S. Government Securities and Agencies 51.3%
   Tennessee Valley Authority, bonds, (putable*
   7/15/01, callable 7/15/20), 6.235%, 7/15/45).................................... $2,000,000      $ 2,058,512
   U.S. Treasury Notes, 5.125%, 4/30/98 ...........................................  1,000,000        1,000,001
   U.S. Treasury Notes, 5.875%, 8/15/98 ...........................................  2,000,000        2,003,126
   U.S. Treasury Notes, 5.875%, 1/31/99 ...........................................  2,000,000        2,005,626
   U.S. Treasury Notes, 5.875%, 3/31/99 ...........................................  1,000,000        1,003,438
   U.S. Treasury Notes, 6.00%, 6/30/99 ............................................  2,000,000        2,010,626
   U.S. Treasury Notes, 5.875%, 7/31/99 ...........................................  2,000,000        2,007,502
   U.S. Treasury Notes, 5.875%, 8/31/99 ...........................................  3,000,000        3,011,253
   U.S. Treasury Notes, 5.75%, 9/30/99 ............................................  1,000,000        1,002,188
   U.S. Treasury Notes, 5.625%, 11/30/99 ..........................................  2,000,000        2,001,252
   U.S. Treasury Notes, 5.625%, 12/31/99 ..........................................  2,000,000        2,001,252
   U.S. Treasury Notes, 5.50%, 3/31/00 ............................................  2,000,000        1,997,502
   U.S. Treasury Notes, 6.00%, 8/15/00 ............................................  2,000,000        2,016,876
   U.S. Treasury Notes, 5.375%, 2/15/01 ...........................................  2,000,000        1,988,126
                                                                                                  -------------
   Total U.S. Government Securities and Agencies (Cost $26,028,851)................                  26,107,280
                                                                                                  -------------
   Corporate Bonds 32.0%
   Banking 4.8%
   Southtrust Bank Alabama, (putable* 2/06/01), 5.58%, 2/06/06.....................  2,500,000        2,456,768
                                                                                                  -------------
   Business Services 3.0%
   Xerox Corp., (putable* 5/05/98), 5.90%, 5/05/37 ................................  1,500,000        1,506,774
                                                                                                  -------------
   Consumer Goods 4.1%
   Coca-Cola Enterprises, deb., (putable* 10/15/03), 6.70%,10/15/36 ...............  2,000,000        2,078,366
                                                                                                  -------------
   Financial Services 5.0%
   Norwest Financial, Inc., senior notes, 6.23%, 9/01/98 ..........................  1,000,000        1,001,178
   Sears Roebuck Acceptance Corp.,
   (putable* 11/15/00), 6.13%, 11/15/05 ...........................................    775,000          783,552
   (putable* 8/13/01), 6.15%, 11/15/05 ............................................    725,000          736,196
                                                                                                  -------------
                                                                                                      2,520,926
                                                                                                  -------------
   Industrial 8.0%
   Bausch & Lomb, notes, (putable* 11/15/00), 6.56%, 8/12/26 ......................  2,000,000        2,070,136
   WMX Technologies, Inc., notes, (putable* 5/15/00), 6.65%, 5/15/05 ..............  2,000,000        2,018,598
                                                                                                  -------------
                                                                                                      4,088,734
                                                                                                  -------------
   Retail 3.1%
   Penney J.C. & Co., Inc., deb., (putable* 8/15/03), 6.90%, 8/15/26 ..............  1,500,000        1,568,004
                                                                                                  -------------
   Telephone Utilities 4.0%
   Bellsouth Telecommunications Corp., deb., (putable* 11/15/00), 5.85%, 11/15/45 .  2,000,000        2,014,972
                                                                                                  -------------
   Total Corporate Bonds (Cost $16,045,873)........................................                  16,234,544
                                                                                                  -------------
   Total Long Term Investments (Cost $42,074,724)..................................                  42,341,824
                                                                                                  -------------

 e Repurchase Agreement 15.2%
   Joint Repurchase Agreement, 5.819%, 4/01/98,
 (Maturity Value $7,748,470) (Cost $7,747,218) .................................... $7,747,218    $   7,747,218
    BancAmerica Robertson Stephens, (Maturity Value $639,634)
    Barclays Capital Group, Inc., (Maturity Value $639,635) Bear, Stearns & Co.,
    Inc.,  (Maturity  Value  $348,891)  BT Alex  Brown,  Inc.,  (Maturity  Value
    $116,297) Chase Securities,  Inc., (Maturity Value $624,580) CIBC Wood Gundy
    Securities  Corp.,  (Maturity Value $901,990)  Donaldson,  Lufkin & Jenrette
    Securities Corp., (Maturity Value $639,635)
    Dresdner Kleinwort Benson, North America, L.L.C., (Maturity Value $639,634)
    Greenwich Capital Markets, Inc., (Maturity Value $639,635)
    Morgan Stanley & Co., Inc. (Maturity Value $639,635)
    Paribas Corp., (Maturity Value $639,635)
    SBC Warburg Dillon Read, Inc., (Maturity Value $639,635)
    UBS Securities, L.L.C., (Maturity Value $639,634)
     Collateralized by U.S. Treasury Bills and Notes
                                                                                                  
                                                                                                   ------------
   Total Investments (Cost $49,821,942) 98.5%......................................                  50,089,042
   Other Assets, less Liabilities 1.5%.............................................                     742,656
                                                                                                   ------------
   Net Assets 100.0%...............................................................                 $50,831,698
                                                                                                   ------------
</TABLE>

*Holder may redeem at par on put date.
eSee Note 1(b) regarding joint repurchase agreement.

FRANKLIN MANAGED TRUST
Financial Statements

Statement of Assets and Liabilities
March 31, 1998 (unaudited)
<TABLE>
<CAPTION>



                                                                   Franklin       Franklin       Franklin
                                                              Corporate Qualified  Rising    Investment Grade
                                                                 Dividend Fund  Dividends Fund   Income Fund
                                                               ----------------------------------------------
<S>                                                              <C>           <C>            <C>        
Assets:
 Investments in securities:
  Cost                                                           $20,666,622   $345,929,862   $42,074,724
                                                                =========================================
  Value                                                           20,807,622    517,753,761    42,341,824
 Repurchase agreements, at value and cost                          3,701,000     12,894,346     7,747,218
 Cash                                                                 94,723        814,234            67
 Receivables:
  Capital shares sold                                                    674      1,107,061       360,951
  Dividends and interest                                              11,571        670,545       536,044
                                                                -----------------------------------------
Total assets                                                      24,615,590    533,239,947    50,986,104
                                                                -----------------------------------------
Liabilities:
 Payables:
  Investment securities purchased                                         --      3,131,343            --
  Capital shares redeemed                                            112,581        169,326        34,359
  Affiliates                                                          40,587        806,922        62,434
  Shareholders                                                         1,480        163,505        50,581
 Other liabilities                                                     6,730         24,280         7,032
                                                                -----------------------------------------
Total liabilities                                                    161,378      4,295,376       154,406
                                                                -----------------------------------------
 Net assets, at value                                            $24,454,212   $528,944,571   $50,831,698
                                                                =========================================
Net assets consist of:
 Undistributed net investment income                               $ 241,198       $ 18,675     $ 181,606
 Net unrealized appreciation                                         141,000    171,823,899       267,100
 Accumulated net realized gain (loss)                             (2,070,150)    13,497,246      (804,316)
 Capital shares                                                   26,142,164    343,604,751    51,187,308
                                                                -----------------------------------------
Net assets, at value                                             $24,454,212   $528,944,571   $50,831,698
                                                                =========================================


                                                                          Franklin          Franklin       Franklin
                                                                     Corporate Qualified     Rising     Investment Grade
                                                                        Dividend Fund     Dividends Fund   Income Fund
Class I:
<S>                                                                         <C>           <C>            <C>        
 Net assets, at value                                                       $24,454,212   $492,802,779   $50,784,051
                                                                            ========================================
 Shares outstanding                                                           1,016,013     18,413,376     5,587,697
                                                                            ========================================
 Net asset value per share*                                                      $24.07         $26.76         $9.09
                                                                            ========================================
 Maximum offering price per share (net asset value per share / 98.5%,
  95.5%, and 95.75%, respectively)                                               $24.44         $28.02         $9.49
                                                                            ========================================
 
Class II:
 Net assets, at value                                                                      $36,141,792
                                                                                           ===========
 Shares outstanding                                                                          1,355,233
                                                                                           ===========
 Net asset value per share*                                                                     $26.67
                                                                                           ===========
 Maximum offering price per share (net asset value per share / 99%)                             $26.94
                                                                                           ===========

Advisor Class:
 Net assets, at value                                                                                        $47,647
                                                                                                            ========
 Shares outstanding                                                                                            5,242
                                                                                                            ========
 Net asset value and maximum offering price per share                                                          $9.09
                                                                                                            ========


</TABLE>
*Redemption  price is equal to net asset  value less any  applicable  contingent
deferred sales charge.

See notes to financial statements.

FRANKLIN MANAGED TRUST
Financial Statements (continued)

Statement of Operations
for the six months ended March 31, 1998 (unaudited)

<TABLE>
<CAPTION>



                                                                   Franklin      Franklin       Franklin
                                                              Corporate Qualified Rising    Investment Grade
                                                                 Dividend FundDividends Fund   Income Fund
                                                               ---------------------------------------------
Investment income:
<S>                                                                 <C>         <C>                   <C>
 Dividends                                                          $511,005    $ 3,688,221           $--
 Interest                                                            102,531        453,510     1,396,151
                                                                 ----------------------------------------
Total investment income                                              613,536      4,141,731     1,396,151

Expenses:
 Management fees (Note 3)                                             59,602      1,674,892       119,342
 Distribution fees (Note 3)
  Class I                                                             34,995        968,061        74,882
  Class II                                                                --        109,577            --
 Transfer agent fees (Note 3)                                          3,590        254,182        23,270
 Reports to shareholders                                               2,788         59,263         7,128
 Accounting fees (Note 3)                                             20,000         20,000        20,000
 Registration and filing fees                                         12,196         27,827        22,262
 Professional fees                                                     6,824         14,805         6,117
 Trustees' fees and expenses                                           1,469         14,849         2,250
 Other                                                                   486          9,305         1,704
                                                                -----------------------------------------
Total expenses                                                       141,950      3,152,761       276,955
                                                                -----------------------------------------
 Net investment income                                               471,586        988,970     1,119,196
                                                                -----------------------------------------

Realized and unrealized gains (losses):
 Net realized gain (loss) from investments                          (101,500)    18,200,792         6,109
 Net unrealized appreciation on investments                          165,830     37,838,182       151,169
                                                                -----------------------------------------
Net realized and unrealized gain                                      64,330     56,038,974       157,278
                                                                -----------------------------------------
Net increase in net assets resulting from operations                $535,916    $57,027,944    $1,276,474
                                                                =========================================



</TABLE>

                                            See notes to financial statements.



FRANKLIN MANAGED TRUST
Financial Statements (continued)

Statements  of Changes in Net Assets  for the six months  ended  March 31,  1998
(unaudited) and the year ended September 30, 1997

<TABLE>
<CAPTION>


                           Franklin Corporate Qualified     Franklin Rising          Franklin Investment Grade
                                   Dividend Fund             Dividends Fund                Income Fund
                           --------------------------------------------------------------------------------------
                           Six Months Ended  Year Ended Six Months Ended Year Ended  Six Months Ended  Year Ended
                              March 31, 1998   1997      March 31, 1998    1997        March 31, 1998    1997
                           --------------------------------------------------------------------------------------


<S>                             <C>       <C>            <C>        <C>            <C>         <C>        
Increase (decrease) in 
  net assets:
 Operations:

  Net investment income         $ 471,586 $1,177,449     $ 988,970  $ 2,313,467    $ 1,119,196 $ 1,724,716
  Net realized gain (loss)
   from investments              (101,500)     5,034    18,200,792   49,210,010          6,109    344,319
  Net unrealized appreciation
   (depreciation) on investments  165,830    522,548    37,838,182   70,034,445        151,169    (78,808)
                                 -------------------------------------------------------------------------
Net increase in net
 assets resulting
 from operations                  535,916  1,705,031    57,027,944  121,557,922      1,276,474  1,990,227
Distributions to shareholders from:
 Net investment income:
  Class I                        (503,429)(1,127,403)     (970,295)  (2,490,290)    (1,206,352)(1,686,440)
  Class II                             --         --            --       (8,072)            --         --
  Advisor Class                        --         --            --           --         (1,219)    (1,534)
 Net realized gains:
  Class I                              --         --   (48,478,297) (18,098,843)            --         --
  Class II                             --         --    (2,104,631)    (288,240)            --         --
                                                                  
                                 -------------------------------------------------------------------------
Total distributions to           (503,429)(1,127,403)  (51,553,223) (20,885,445)    (1,207,571)(1,687,974)
                                                                 
  shareholders                                                               

Capital share transactions: (Note 2)
  Class I                        (123,778)(3,823,540)   93,507,159   18,867,160      7,146,823 13,893,814
  Class II                             --         --    20,563,263    8,231,696             --         --
  Advisor Class                        --         --            --           --          8,356     39,376
                                 -------------------------------------------------------------------------
Total capital share transactions (123,778)   (3,823,540) 114,070,422     27,098,856  7,155,179 13,933,190

Net increase (decrease)

 in net assets                    (91,291)(3,245,912)  119,545,143  127,771,333      7,224,082 14,235,443

Net assets:
 Beginning of period           24,545,503 27,791,415   409,399,428  281,628,095     43,607,616 29,372,173
                               ---------------------------------------------------------------------------
 End of period                $24,454,212 $24,545,503 $528,944,571 $409,399,428    $50,831,698 $43,607,616
                               ===========================================================================
Undistributed net investment
 income included in net assets
  End of period                 $ 241,198  $ 273,041      $ 18,675         $--       $ 181,606   $ 269,981
                               ===========================================================================
                                            See notes to financial statements.

</TABLE>

FRANKLIN MANAGED TRUST
Notes to Financial Statements


1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Franklin  Managed Trust (the Trust) is registered  under the Investment  Company
Act of 1940 as an open-end,  diversified investment company, consisting of three
series (the Funds). The Funds' investment objectives are:

        Fund                                          Objective
        ----------------------------------------------------------------
        Franklin Corporate Qualified Dividend Fund     Income
        Franklin Rising Dividends Fund                 Growth and Income
        Franklin Investment Grade Income Fund          Income

The following summarizes the Funds' significant accounting policies.

a. Security Valuation:

Securities  listed or traded on a  recognized  national  exchange  or NASDAQ are
valued at the latest  reported  sales  price.  Over-the-counter  securities  and
listed  securities  for which no sale is reported are valued within the range of
the latest quoted bid and asked prices.  Securities for which market  quotations
are not readily  available  are valued at fair value as determined by management
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 is based upon the values of comparable traded securities.
When market  quotations  are not readily  available for  securities  held by the
Fund, or for comparable  securities,  then such securities will be valued at par
value plus the next accrued dividend, as approved by the Board of Trustees.

b. Joint Repurchase Agreements:

The Funds may enter into a joint repurchase  agreement  whereby their uninvested
cash balance is deposited  into a joint cash account to be used to invest in one
or more repurchase agreements. The value and face amount of the joint repurchase
agreement  are  allocated  to the  Funds  based on their  pro-rata  interest.  A
repurchase  agreement  is  accounted  for as a loan by the  Fund to the  seller,
collateralized  by securities which are delivered to the Fund's  custodian.  The
market value,  including accrued interest,  of the initial  collateralization is
required to be at least 102% of the dollar  amount  invested by the Funds,  with
the  value of the  underlying  securities  marked to  market  daily to  maintain
coverage  of at least  100%.  At March  31,  1998,  all  outstanding  repurchase
agreements had been entered into on that date.

c. Income Taxes:

No  provision  has been made for income taxes  because each Fund's  policy is to
qualify as a regulated investment company under the Internal Revenue Code and to
distribute all of its taxable income.

d. Security Transactions, Investment Income, Expenses and Distributions:

Security transactions are accounted for on trade date. Realized gains and losses
on security  transactions  are  determined on a specific  identification  basis.
Interest  income and  estimated  expenses are accrued  daily.  Bond  discount is
amortized  on  an  income  tax  basis.  Dividend  income  and  distributions  to
shareholders are recorded on the ex-dividend date.

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.  Other expenses are
charged to each Fund on a specific identification basis.

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (cont.)

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

Realized and unrealized gains and 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.

e. Accounting Estimates:

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

2. CAPITAL STOCK

The Funds offer three  classes of shares:  Class I, Class II and Advisor  Class.
The  shares  have  the  same  rights   except  for  their  initial  sales  load,
distribution  fees,  voting  rights on matters  affecting a single class and the
exchange privilege of each class.

At March 31, 1998, there were an unlimited number of shares authorized ($.01 par
value). Transactions in each of the Fund's shares were as follows:

<TABLE>
<CAPTION>


                                   Franklin Corporate Qualified Franklin Rising        Franklin Investment
                                           Dividend Fund        Dividends Fund          Grade Income Fund
                                      -------------------------------------------------------------------
Class I                               Shares    Amount        Shares     Amount        Shares     Amount
- ---------------------------------------------------------------------------------------------------------
<S>                                  <C>     <C>             <C>       <C>            <C>      <C>        
Six months ended March 31, 1998
 Shares sold                         170,845  $ 4,102,850   3,682,158  $93,611,069   1,716,845  $15,588,152
 Shares issued in
 reinvestment of distributions        19,256      461,152   1,733,481   41,823,258     112,216    1,016,333
 Shares redeemed                    (195,363)  (4,687,780) (1,665,731) (41,927,168) (1,041,192)  (9,457,662)
                                    ----------------------------------------------------------------------
Net increase (decrease)               (5,262)  $ (123,778)  3,749,908  $93,507,159     787,869  $ 7,146,823
                                    ======================================================================
Year ended September 30, 1997
 Shares sold                         317,340   $7,553,837   2,748,993  $64,035,322   3,081,133  $27,806,195
 Shares issued in
 reinvestment of distributions        42,345    1,005,884     803,577   16,782,484     148,291    1,335,521
 Shares redeemed                    (520,179) (12,383,261) (2,754,192) (61,950,646) (1,688,767) (15,247,902)
                                    -----------------------------------------------------------------------
Net increase (decrease)             (160,494) $(3,823,540)    798,378  $18,867,160   1,540,657  $13,893,814
                                    =======================================================================

</TABLE>

2. CAPITAL STOCK (cont.)
                                                            Franklin Rising
                                                             Dividends Fund
                                                          --------------------
Class II                                                  Shares     Amount
- ------------------------------------------------------------------------------
Six months ended March 31, 1998
 Shares sold                                              829,132  $21,019,898
 Shares issued in reinvestment of distributions           76,635     1,842,425
 Shares redeemed                                          (91,504)  (2,299,060)
                                                          --------------------
Net increase                                              814,263  $20,563,263
                                                          ====================


Year ended September 30, 1997
 Shares sold                                              428,747  $10,143,144
 Shares issued in reinvestment of distributions           11,554       239,444
 Shares redeemed                                          (93,599)  (2,150,892)
                                                          --------------------
Net increase                                              346,70   $ 8,231,696
                                                          ====================
<TABLE>
<CAPTION>

                                                                                       Franklin Investment
                                                                                        Grade Income Fund
                                                                                       -------------------
Advisor Class                                                                          Shares     Amount
<S>                                                                                       <C>    <C>    
Six months ended March 31, 1998
 Shares sold                                                                              790    $ 7,263
 Shares issued in reinvestment of distributions                                           172      1,561
 Shares redeemed                                                                         (51)       (468)
                                                                                       ------------------
Net increase                                                                              911    $ 8,356
                                                                                       ==================

Period ended September 30, 1997*
 Shares sold                                                                           14,121   $127,787
 Shares issued in reinvestment of distributions                                           133      1,192
 Shares redeemed                                                                       (9,923)   (89,603)
                                                                                       ------------------
Net increase                                                                            4,331   $ 39,376
                                                                                       ==================

</TABLE>
*Effective date of Advisor Class shares was January 2, 1997.

3. TRANSACTIONS WITH AFFILIATES

Certain  officers and trustees of the Funds are also officers and/or trustees of
Franklin    Investment    Advisory   Services,    Inc.   (Advisory    Services),
Franklin/Templeton   Distributors,   Inc.  (Distributors),   Franklin  Templeton
Services,  Inc (FT Services) and Franklin/  Templeton  Investor  Services,  Inc.
(Investor  Services)  the  Fund's  investment  manager,  principal  underwriter,
administrative manager and transfer agent, respectively.

The Funds pay an investment  management  fee to Advisory  Services  based on the
average net assets of each Fund as follows:
<TABLE>
<CAPTION>



                                                     Franklin Corporate     Franklin Rising   Franklin Investment
                                                   Qualified Dividend Fund   Dividends Fund    Grade Income Fund
                                                   --------------------------------------------------------------
<S>                                                             <C>                <C>               <C> 
Average Daily Net Assets
First $500 million                                              .50%               .75%              .50%
Over $500 million, up to and including $1 billion               .45%               .625%             .45%
In excess of $1 billion                                         .40%               .50%              .40%


</TABLE>
3. TRANSACTIONS WITH AFFILIATES (cont.)

Each of the Funds also pays accounting fees to Advisory Services.

Under an agreement with Advisers, FTServices provides administrative services to
the Funds. The fee is paid by Advisers based on average daily net assets, and is
not an additional expense of the Funds.

The Franklin Rising Dividends Fund reimburses  Distributors up to .50% and 1.00%
per year of its average daily net assets of Class I and Class II,  respectively,
and the Franklin  Corporate  Qualified  Fund and the Franklin  Investment  Grade
Income Fund reimburses Distributors up to .25% per year of the average daily net
assets of Class I, for costs incurred in marketing the Fund's shares.

Distributors  paid net  commissions on sales of the Funds' shares,  and received
contingent  deferred  sales  charges  for the  period  ended  March 31,  1998 as
follows:

<TABLE>
<CAPTION>


                                                     Franklin Corporate   Franklin Rising Franklin Investment
                                                   Qualified Dividend Fund Dividend Fund   Grade Income Fund
<S>                                                       <C>               <C>                <C>    
Net commissions paid                                      $11,714           $165,666           $28,895
Contingent deferred sales charges                              --              $ 134                --

</TABLE>

The Funds paid transfer  agent fees of $281,042,  of which  $266,103 was paid to
Investor Services.


4. INCOME TAXES

At September 30, 1997, the Franklin  Corporate  Qualified  Dividend Fund and the
Franklin  Investment Grade Income Fund had tax basis capital losses which may be
carried over to offset future capital gains. Such losses expire as follows:

                                  Franklin       Franklin
                             Corporate QualifiedInvestment Grade
                                Dividend Fund   Income Fund
Capital loss carryovers expiring in:
         1998                       $ 794,958      $ 70,233
         1999                         226,936       117,414
         2000                         375,717            --
         2002                         328,483            --
         2003                          61,429       254,062
         2004                              --       368,716
         2005                         181,127            --
                              -----------------------------
                                   $1,968,650      $810,425
                              =============================

At  March  31,  1998,  the net  unrealized  appreciation  based  on the  cost of
investments for income tax purposes was as follows:

<TABLE>
<CAPTION>


                                                     Franklin Corporate   Franklin Rising Franklin Investment
                                                   Qualified Dividend Fund Dividend Fund   Grade Income Fund
                                                   ---------------------------------------------------------
<S>                                                    <C>               <C>                  <C>        
Investments at cost                                    $24,367,622       $358,975,306         $49,821,942
                                                   =========================================================
Unrealized appreciation                                  $ 251,255       $175,531,438           $ 317,038
Unrealized depreciation                                   (110,255)        (3,858,637)            (49,938)
                                                   ---------------------------------------------------------
Net unrealized appreciation                              $ 141,000       $171,672,801           $ 267,100
                                                   =========================================================

</TABLE>

5. INVESTMENT TRANSACTIONS

Purchases  and sales of securities  (excluding  short-term  securities)  for the
period ended March 31, 1998 were as follows:
<TABLE>
<CAPTION>


                                                     Franklin Corporate   Franklin Rising Franklin Investment
                                                   Qualified Dividend Fund Dividend Fund   Grade Income Fund
                                                   ----------------------------------------------------------
<S>                                                     <C>              <C>                  <C>        
Purchases                                               $4,173,880       $117,282,175         $13,235,484
Sales                                                   $1,800,000       $ 53,015,218         $ 4,500,000


</TABLE>

Franklin Managed Trust
Semi-annual Report
March 31, 1998.

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


GRAPHIC MATERIAL (1)

This chart shows the top 10 stock holdings of Franklin Rising Dividends Fund
by company and industry as a percentage of total net assets as of 3/31/98.

Company                            Percentage of Total Net Assets
Industry

Family Dollar Stores, Inc.                           4.50%
Retail

Wallace Computer Services, Inc.                      3.51%
Office/Business Supplies

Pall Corp.                                           3.28%
Consumer Goods/Services

Mercury General Corp.                                2.55%
Insurance-Property/Casualty

Washington Mutual, Inc.                              2.50%
Banks/Thrifts

Alberto Culver Co.                                   2.41%
Consumer Goods/Serives

National Commerce Bancorp                            2.21%
Banks/Thrifts

Kaydon Corporation                                   2.18%
Industrial

Sherwin-Williams Co.                                 2.15%
Consumer Goods/Services

First Union Corporation                              2.12%
Banks/Thrifts

GRAPHIC MATERIAL (2)

This chart shows in pie format the credit quality breakdown of the Franklin
Investment Grade Income Fund based on a percentage of total net assets as of
3/31/98.

AAA                     72.12%
AA                      1.96%
A                       17.90%
BBB                     8.02%

GRAPHIC MATERIAL (3)

This chart shows the dividend distributions for Franklin Investment Grade
Income Fund Class I from 10/1/97 to 3/31/98.

October                      3.3 cents
November                     3.3 cents
December                     7.0 cents
January                      3.3 cents
February                     3.3 cents
March                        3.3 cents
Total                       23.5 cents

GRAPHIC MATERIAL (4)

This chart shows the dividend distributions for Franklin Investment Grade
Income Fund Class II from 10/1/97 to 3/31/98.

October                      3.41 cents
November                     3.45 cents
December                     7.52 cents
January                      3.49 cents
February                     3.49 cents
March                        3.49 cents
Total                       24.85 cents

GRAPHIC MATERIAL (5)

This chart shows in line format the portfolio breakdown and sector price
stability of Franklin Corporate Qualified Dividend Fund based on total net
assets as of 3/31/98.  Price stability is listed lower to higher.

Fixed-Rate Preferred Stocks                       20.1%
Adjustable-Rate Preferred Stocks                  26.4%
Auction-Rate Preferred Stocks                     38.6%
Cash & Equivalents                                14.9%

GRAPHIC MATERIAL (6)

This chart shows in pie format the credit quality breakdown of the Franklin
Corporate Qualified Dividend Fund based on a percentage of total net assets
as of 3/31/98.

AAA                     19.88%
A                       58.85%
BBB                     16.49%
BB                       4.78%

GRAPHIC MATERIAL (7)

This chart shows the dividend distributions for Franklin Corporate Qualified
Dividend Fund from 10/1/97 to 3/31/98.

October                      8.5 cents
November                     8.5 cents
December                     8.5 cents
January                      8.5 cents
February                     8.5 cents
March                        8.2 cents
Total                       50.7 cents


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