FRANKLIN EQUITY FUND
N-30D, 1996-09-10
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Your Fund's Objective:

The Franklin Equity Fund seeks capital  appreciation  and  secondarily,  current
income, by investing  primarily in common stocks or securities  convertible into
common stocks.

                                                                August 15, 1996

Dear Shareholder,

We are pleased to bring you the 63rd annual report for the Franklin Equity Fund,
which covers the fiscal year ended June 30, 1996.  This reporting  period can be
viewed as two distinct periods with differing economic  characteristics.  During
the second half of 1995,  U.S. gross  domestic  product (GDP) grew at a sluggish
annual  rate of only 2.0%.  However,  in the first half of 1996,  GDP rose at an
unexpectedly  higher rate of about 3.0%.  Within  this  environment,  the fund's
Class I shares  provided a one-year  total  return of  +22.16%,  as shown in the
Performance Summary on page 6.

Based on  expectations  that economic growth will slow during the second half of
1996,  we  increased  our exposure to  companies  that we think should  generate
growth  in a weak  economy  and  decreased  our  exposure  to more  economically
sensitive companies.  Examples of "stable growth" companies in which we invested
during the fiscal year are Pepsico,  Callaway Golf,  Estee Lauder,  and Sterling
Software.  These companies produce relatively  inexpensive  products that should
continue to sell well even in a slow growth environment.

Telecommunications  is another  sector which we believe will continue to perform
well.  The   deregulation  of  this  industry  should  encourage  new  forms  of
communications,  computing,  and entertainment.  Local telephone,  long distance
telephone, and cable television companies will compete to provide these consumer
services.  Accordingly,  we have  maintained or added  selective  investments in
computing and  communications  infrastructure  companies  such as Cisco Systems,
Glenayre  Technologies,  Newbridge Networks, and Tellabs. These companies should
also  profit  from  the  recent  rapid  growth  of the  internet  and  wide-area
networking.


GRAPHIC MATERIAL 1 OMITTED - SEE APPENDIX AT END OF DOCUMENT


We also  increased our holdings in the  financial  sector.  When interest  rates
increased  during the first half of 1996,  stocks of several  financial  service
companies   suffered   setbacks.   Believing   that  this   created   investment
opportunities,  we increased  our overall  weighting in this sector from 9.1% on
June 30,  1995 to 11.2% on June 30,  1996.  American  International  Group,  the
world's fourth largest property and casualty  company,  is a good example of one
of these purchases. On June 30, 1996, its price/earnings ratio was below that of
the overall market (as measured by the Standard & Poor's 500 Stock Index(R)) and
we believe  that its earnings  growth over the next few years should  exceed the
average earnings growth rate of the market.

Despite its high volatility,  we still favor the semiconductor  group as an area
of investment for the long term. In our opinion,  worldwide  semiconductor sales
may  quadruple  over the next ten  years,  which  should  result  in  tremendous
earnings growth for the best-positioned,  well-managed companies in this sector.
During the year under  review,  we focused on companies  which have  proprietary
products,  adding  Linear  Technology  and  Maxim  Integrated  Products  to  the
portfolio,  while reducing our exposure to commodity-oriented  companies,  which
recently experienced extreme pricing pressure on their products.


  Franklin Equity Fund
  Top 10 Holdings on 6/30/96
  As a Percentage of Total Net Assets

  Company,                              % of Total
  Industry                              Net Assets

   1.  Intel Corp.                        3.17%
       Semiconductors

   2.  Oracle Corp.                       1.99%
       Technology Services

   3.  Cisco Systems, Inc.                1.91%
       Electronic Technology

   4.  Philip Morris Cos., Inc.           1.82%
       Consumer Non-Durables

   5.  YPF - Sociedad Anonima, ADR        1.82%
       Energy/Minerals

   6.  Nike, Inc.                         1.80%
       Consumer Non-Durables

   7.  Newbridge Networks Corp.           1.77%
       Electronic Technology

   8.  Xerox Corp.                        1.73%
       Producer Manufacturing

   9.  FelCor Suite Hotels, Inc.          1.65%
       Finance

  10.  News Corp., pfd., ADR              1.63%
       Consumer Services


For a detailed listing of portfolio holdings, see page 10 of this report.

Throughout the reporting  period,  we remained  positive about the prospects for
worldwide  growth  in the  energy  sector.  The  companies  we own  appear to be
attractively  valued with good  prospects  for price  appreciation  from current
levels. For example,  based on their closing price at the end of the period, two
of our holdings,  Ultramar and Mobil,  were yielding high dividends  relative to
the average dividend of the market.  This "relative  dividend yield" methodology
has often proven to be a good measure of value for such companies.

In 1994, we purchased shares in several electric utilities companies after their
stock prices had declined  sharply.  During 1995, prices of many of these shares
rose, and in some cases, more than doubled or tripled the normal  performance of
utility stocks.  Concluding that some of these stocks had become overvalued,  we
reduced our exposure to them.  Over the past year,  the  percentage of our total
net assets  invested in these stocks  declined  from 10.6% on June 30, 1995,  to
7.8% on June 30, 1996.

Looking forward, our overall long-term outlook for the U.S. stock market remains
bullish for a variety of reasons.  First,  net inflows into equity  mutual funds
during the first half of 1996 exceeded the amount invested in any previous year,
and in our opinion, the demographics of the aging "baby-boom"  generation should
continue to motivate  retirement  investing.  Second,  major world economies are
generally in either a recovery or growth phase,  benefiting  many  multinational
firms that sell products or services abroad.  And third, many domestic firms are
improving  profitability  and  proving to be highly  productive  on a  worldwide
basis.

We believe the Franklin  Equity  Fund's  strategy of balancing  growth and value
investing is a critical factor for achieving  success in the equity markets.  In
our opinion,  this  integrated  approach to security  selection  should  provide
shareholders with exposure to U.S. and foreign equity markets, and produce above
average returns over the long term, despite any short-term market fluctuations.

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

As always,  we thank you for your  participation in the Franklin Equity Fund and
welcome any comments or suggestions you may have.

Sincerely,



Charles B. Johnson
Chairman


Performance Summary

Class I

The Franklin  Equity Fund Class I shares  reported a cumulative  total return of
+22.16% for the one-year  period ended June 30, 1996.  Total return measures the
change in value of an  investment,  does not include the maximum  initial  sales
charge, and assumes reinvestment of dividends and capital gains. As the chart to
the right  illustrates,  the Franklin  Equity Fund's Class I shares  delivered a
cumulative total return of +162.49% and an average annual total return of +9.62%
over the 10-year period ended June 30, 1996.

During  the  reporting  period,  Class  I  shareholders  received  distributions
totaling 6.2 cents ($0.062) per share in income  dividends,  22.7 cents ($0.227)
in short-term  capital  gains,  and 23.53 cents  ($0.2353) in long-term  capital
gains.  As measured by net asset  value,  the price of the fund's Class I shares
increased by $1.02,  from $7.24 on June 30, 1995 to $8.26 on June 30,  1996.  Of
course, past performance cannot guarantee future results, and distributions will
vary  depending on income  earned by the fund,  as well as any profits  realized
from the sale of securities in the portfolio.


Franklin Equity Fund
Class I
Periods ended 6/30/96

                         One-Year      Five-Year      Ten-Year
- --------------------------------------------------------------------------------
Cumulative
Total Return1             22.16%        75.43%         162.49%

Average Annual
Total Return2             16.68%        10.86%           9.62%

Value of $10,000
Investment3              $11,668       $16,746        $25,064
- --------------------------------------------------------------------------------

1.  Cumulative  total return  measures the change in value of an investment over
the  periods  indicated  and does not include the  maximum  4.5%  initial  sales
charge. See Note below.

2. Average annual total return  represents the average annual change in value of
an investment  over the periods  indicated and includes the 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  maximum  4.5%  initial  sales
charge. See Note below.

Note:  Prior to July 1, 1994,  Class I shares  were  offered at a lower  initial
sales charge,  with dividends  reinvested at the offering  price.  Thus,  actual
total  returns for  purchasers  of shares  during  that  period  would have been
different than noted above. Effective May 1, 1994, the fund eliminated the sales
charge on reinvested dividends and implemented a plan of distribution under Rule
12b-1,  which will affect future  performance.  All total return  figures assume
reinvestment  of  dividends  and capital  gains at net asset value and take into
account the effect of the 12b-1 plan from the date of its implementation.

Investment return and principal value will fluctuate with market conditions, and
you may have a gain or loss when you sell your shares.  Past  performance is not
predictive of future results.

The graph to the right  illustrates  that over the past ten years,  the Franklin
Equity Fund Class I shares  underperformed  the unmanaged  Standard & Poor's 500
Stock  Index (S&P  500(R)).  Comparing a mutual  fund with an  unmanaged  index,
however, is never an apples-to-apples  comparison.  Performance figures reported
by a general  market  index do not  include  various  fees,  sales  charges  and
operating  expenses included in the fund's  performance  figures.  If the fund's
costs had been  applied to the index,  the index's  performance  would have been
lower.  Please  remember  that  unlike  indices,  mutual  funds are never  fully
invested because they must have cash on hand to redeem shares. Also, an index is
simply a measure of performance and one cannot invest in an index directly. Past
performance is not predictive of future results.


GRAPHIC MATERIAL 2 OMITTED - SEE APPENDIX AT END OF DOCUMENT


Performance Summary

Class II

The Franklin Equity Fund Class II shares  reported a cumulative  total return of
+20.94% for the one-year  period ended June 30, 1996.  Total return measures the
change in value of an investment,  does not include sales  charges,  and assumes
reinvestment of dividends and capital gains.

During  the  reporting  period,  Class II  shareholders  received  distributions
totaling 2.0 cents ($0.02) per share in income dividends, 22.7 cents ($0.227) in
short-term  capital gains, and 23.53 cents ($0.2353) in long-term capital gains.
As  measured  by net  asset  value,  the  price of the  fund's  Class II  shares
increased by $0.99,  from $7.24 on June 30, 1995 to $8.23 on June 30,  1996.  Of
course, past performance cannot guarantee future results, and distributions will
vary  depending on income  earned by the fund,  as well as any profits  realized
from the sale of securities in the portfolio.


Franklin Equity Fund
Class II
Periods ended 6/30/96

                                          Since
                                        Inception
                          One-Year      (5/1/95)
- --------------------------------------------------------------------------------
Cumulative
Total Return1              20.94%        32.51%

Average Annual
Total Return2              18.79%        25.26%

Value of $10,000
Investment3               $11,879       $13,014
- --------------------------------------------------------------------------------

1.  Cumulative  total return  measures the change in value of an investment over
the periods  indicated  and does not include the 1.00%  initial sales charge and
1.00% contingent deferred sales charge (CDSC) for Class II shares, applicable to
shares redeemed within the first 18 months of investment. See Note below.

2. Average annual total return  represents the average annual change in value of
an investment  over the periods  indicated and includes the current maximum CDSC
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  maximum  CDSC  initial  sales
charge. See Note below.

Note:   Investment  return  and  principal  value  will  fluctuate  with  market
conditions,  and you may have a gain or loss  when you sell  your  shares.  Past
performance is not predictive of future results.

The graph to the right  illustrates  that since their  inception on May 1, 1995,
the Franklin Equity Fund Class II shares underperformed the unmanaged Standard &
Poor's 500 Stock Index (S&P  500(R)).  Comparing a mutual fund with an unmanaged
index,  however,  is never an apples-to-apples  comparison.  Performance figures
reported by a general  market index do not include  various fees,  sales charges
and operating expenses included in the fund's performance figures. If the fund's
costs had been  applied to the index,  the index's  performance  would have been
lower.  Please  remember  that  unlike  indices,  mutual  funds are never  fully
invested because they must have cash on hand to redeem shares.


GRAPHIC MATERIAL 3 OMITTED - SEE APPENDIX AT END OF DOCUMENT


Also,  an index is simply a measure of  performance  and one cannot invest in an
index directly. Past performance is not predictive of future results.



<TABLE>
<CAPTION>
FRANKLIN EQUITY FUND

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

                                                                                                        Value
   Shares                                                                                             (Note 1)
- -----------------------------------------------------------------------------------------------------------------
     <S>        <C>                                                                                  <C>
                Common Stocks  89.7%
                Commercial Services  1.5%
     120,000    Omnicom Group, Inc..............................................................     $ 5,580,000
                                                                                                      -----------
                Consumer Durables  3.8%
     150,000    Callaway Golf Co. ..............................................................       4,987,500
     150,000    Lennar Corp. ...................................................................       3,750,000
     187,500    Mattel, Inc. ...................................................................       5,367,188
                                                                                                      -----------
                                                                                                      14,104,688
                                                                                                      -----------
                Consumer Non-Durables  9.6%
     100,000    Estee Lauder Cos., Class A......................................................       4,225,000
      65,000    Gillette Co. ...................................................................       4,054,375
      65,000    Nike, Inc., Class B.............................................................       6,678,750
     120,000    Pepsico, Inc. ..................................................................       4,245,000
      65,000    Philip Morris Cos., Inc. .......................................................       6,760,000
      60,000    Proctor & Gamble Co. ...........................................................       5,437,500
     125,000    Sara Lee Corp. .................................................................       4,046,875
                                                                                                      -----------
                                                                                                      35,447,500
                                                                                                      -----------
                Consumer Services  4.8%
      85,000  a CUC International, Inc. ........................................................       3,017,500
     137,812    Gaylord Entertainment Co. ......................................................       3,893,203
     254,900  a Host Marriott Services Corp. ...................................................       1,848,025
     212,700  a Red Lion Hotels, Inc. ..........................................................       4,466,700
     150,000    TCA Cable TV, Inc. .............................................................       4,537,500
                                                                                                      -----------
                                                                                                      17,762,928
                                                                                                      -----------
                Electronic Technology  16.2%
      50,000  a 3Com Corp. .....................................................................       2,287,500
      50,000  a Bay Networks, Inc. .............................................................       1,287,500
      75,000  a Cabletron Systems, Inc. ........................................................       5,146,875
     125,000  a Cisco Systems, Inc. ............................................................       7,078,125
      75,000  a Cognex Corp. ...................................................................       1,209,375
     150,000    ECI Telecommunications, Ltd.  ..................................................       3,487,500
      75,000    Ericsson, (L.M.) Telephone Co., ADR.............................................       1,612,500
     100,000  a Glenayre Technologies, Inc.  ...................................................       5,000,000
     100,000  a Komag, Inc. ....................................................................       2,637,500
      50,000    Lockheed Martin Corp. ..........................................................       4,200,000
      35,000    Motorola, Inc. .................................................................       2,200,625
     100,000  a Newbridge Networks Corp. .......................................................       6,550,000
      50,000    Nokia Corp., ADR ...............................................................       1,850,000
      40,000    Raytheon Co. ...................................................................       2,065,000
     225,000  a Silicon Graphics, Inc. .........................................................       5,400,000
                Electronic Technology (cont.)
     225,000  a Tekelec.........................................................................     $ 2,953,125
      75,000  a Tellabs, Inc.  .................................................................       5,015,625
                                                                                                      -----------
                                                                                                      59,981,250
                                                                                                      -----------
                Energy/Minerals  8.1%
     175,000  a Barrett Resources Corp. ........................................................       5,206,250
     190,300    Enron Oil & Gas Co. ............................................................       5,304,613
      35,000    Mobil Corp. ....................................................................       3,924,375
     150,000    Repsol, S.A., ADR...............................................................       5,212,500
     125,000    Ultramar Corp. .................................................................       3,625,000
     300,000    YPF, Sociedad Anonima, ADR......................................................       6,750,000
                                                                                                      -----------
                                                                                                      30,022,738
                                                                                                      -----------
                Finance  11.2%
      60,000    American International Group, Inc. .............................................       5,917,500
     100,000  a Associates First Capital Corp. .................................................       3,762,500
      65,000    Citicorp........................................................................       5,370,625
     200,000    FelCor Suite Hotels, Inc. ......................................................       6,100,000
      75,000    First USA, Inc.  ...............................................................       4,125,000
     130,000    Leucadia National Corp. ........................................................       3,185,000
      70,000    PMI Group, Inc.  ...............................................................       2,975,000
     125,000  a Risk Capital Holdings, Inc. ....................................................       2,453,125
     127,900    Travelers/Aetna Property Casualty Corp., Class A................................       3,629,163
      90,000    Travelers Group, Inc. ..........................................................       4,106,250
                                                                                                      -----------
                                                                                                      41,624,163
                                                                                                      -----------
                Health Services  3.6%
      80,000    HBO & Co. ......................................................................       5,420,000
      75,000  a Oxford Health Plans, Inc. ......................................................       3,084,375
      75,000  a PacifiCare Health Systems, Inc., Class B........................................       5,081,250
                                                                                                      -----------
                                                                                                      13,585,625
                                                                                                      -----------
                Health Technology  2.0%
      70,000    American Home Products Corp. ...................................................       4,208,750
      35,000    Bristol-Myers Squibb Co. .......................................................       3,150,000
                                                                                                      -----------
                                                                                                       7,358,750
                                                                                                      -----------
                Industrial Services  1.5%
     200,000  a AES Corp. ......................................................................       5,650,000
                                                                                                      -----------
                Non-Energy Minerals  .3%
     148,000  a Asia Pacific Resources International Holdings, Ltd. ............................       1,110,000
                                                                                                      -----------
                Process Industries  1.4%
     175,000    Pittston Brink's Group .........................................................     $ 5,096,875
                                                                                                      -----------
                Producer Manufacturing  2.8%
      80,000    Roper Industries, Inc. .........................................................       3,900,000
     120,000    Xerox Corp. ....................................................................       6,420,000
                                                                                                      -----------
                                                                                                      10,320,000
                                                                                                      -----------
                Retail Trade  1.1%
     125,000  a Borders Group, Inc. ............................................................       4,031,250
                                                                                                      -----------
                Semiconductors  7.8%
      60,000  a Applied Materials, Inc. ........................................................       1,830,000
     300,000  a Exar Corp. .....................................................................       3,900,000
     160,000    Intel Corp. ....................................................................      11,750,000
      75,000    Linear Technology Corp. ........................................................       2,250,000
      25,000  a Maxim Integrated Products, Inc. ................................................         682,813
     100,000  a SGS-Thomson Microelectronics, Inc., ADR.........................................       3,587,500
     150,000  a Xilinx, Inc. ...................................................................       4,762,500
                                                                                                      -----------
                                                                                                      28,762,813
                                                                                                      -----------
                Technology Services  4.0%
     100,000    Adobe Systems, Inc. ............................................................       3,587,500
     187,500  a Oracle Corp. ...................................................................       7,394,531
      50,000  a Sterling Software, Inc. ........................................................       3,850,000
                                                                                                      -----------
                                                                                                      14,832,031
                                                                                                      -----------
                Transportation  2.2%
     200,000    Pittston Burlington Group.......................................................       4,325,000
     135,000    Southwest Airlines Co. .........................................................       3,931,875
                                                                                                      -----------
                                                                                                       8,256,875
                                                                                                      -----------
                Utilities  7.8%
     125,000  a AirTouch Communications, Inc. ..................................................       3,531,250
      50,000    AT&T Corp. .....................................................................       3,100,000
     125,000    GTE Corp. ......................................................................       5,593,750
     200,000    Pacificorp .....................................................................       4,450,000
     200,000    Pacific Gas & Electric Co. .....................................................       4,650,000
     150,000    Teco Energy, Inc. ..............................................................       3,787,500
      75,000    Williams Cos., Inc. ............................................................       3,712,500
                                                                                                      -----------
                                                                                                      28,825,000
                                                                                                      -----------
                      Total Common Stocks (Cost $250,283,216)...................................     332,352,486
                                                                                                      -----------
                Preferred Stock  1.6%...........................................................                 
     300,000    News Corp., pfd., ADR (Cost $5,315,125).........................................     $ 6,037,500
                                                                                                      -----------

    Face
   Amount
  --------
                Convertible Bonds  1.0%
$  3,625,000  c Altera Corp., sub. notes, 5.75%, 06/15/02 (Cost $3,699,313).....................       3,661,248
                                                                                                      -----------
                      Total Long Term Investments (Cost $259,297,654)...........................     342,051,234
                                                                                                      -----------
  20,395,845  b Receivables from Repurchase Agreements  5.5%
                Joint Repurchase Agreement, 5.439%, 07/1/96, (Maturity Value $20,499,234)
                 (Cost $20,489,946)
                  Chase Securities, Inc., (Maturity Value $2,946,045)
                   Collateral: U.S. Treasury Notes, 5.375%, 11/30/97
                  Daiwa Securities America, Inc., (Maturity Value $2,946,045)
                   Collateral: U.S. Treasury Notes, 5.25% - 8.875%, 12/31/97 - 08/31/00
                  Donaldson, Lufkin & Jenrette Securities Corp., (Maturity Value $2,822,964)
                   Collateral: U.S. Treasury Bills, 05/29/97
                               U.S. Treasury Notes, 5.125% - 6.75%, 07/31/97 - 07/31/00
                  Fuji Securities, Inc., (Maturity Value $2,946,045)
                   Collateral: U.S. Treasury Notes, 5.50% - 8.875%, 07/31/97 - 02/15/99
                  Lehman Brothers, Inc., (Maturity Value $2,946,045)
                   Collateral: U.S. Treasury Notes, 5.625% - 11.75%, 09/30/99 - 02/15/01
                  SBC Warburg, Inc., (Maturity Value $2,946,045)
                   Collateral: U.S. Treasury Notes, 5.75%, 09/30/97
                  UBS Securities, L.L.C., (Maturity Value $2,946,045)
                   Collateral: U.S. Treasury Notes, 6.50% - 8.875%, 11/15/98 - 11/30/99.........      20,489,946
                                                                                                      -----------
                             Total Investments (Cost $279,787,600)  97.8%.......................     362,541,180
                             Other Assets and Liabilities, Net  2.2%............................       8,268,987
                                                                                                      -----------
                             Net Assets  100%...................................................    $370,810,167
                                                                                                      ===========

                At June 30, 1996, the net unrealized  appreciation  based on the cost of investments
                 for income tax purposes of $279,847,166 was as follows:
                  Aggregate gross unrealized appreciation for all investments in which there was an
                   excess of value over tax cost................................................    $ 89,089,762
                  Aggregate gross unrealized depreciation for all investments in which there was an
                   excess of tax cost over value................................................      (6,395,748)
                                                                                                      -----------
                  Net unrealized appreciation...................................................    $ 82,694,014
                                                                                                      ===========


aNon-income producing.
bFace amount for repurchase agreements is for the underlying collateral. See note 1(f) regarding joint repurchase agreement.
cPurchased in a private placement transaction; resale may only be to qualified institutional buyers.


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


<TABLE>
<CAPTION>
FRANKLIN EQUITY FUND

Financial Statements

Statement of Assets and Liabilities
June 30, 1996 

Assets:
 <S>                                                                                                <C>
 Investments in securities, at value (identified cost $259,297,654).............................    $342,051,234
 Receivables from repurchase agreements, at value and cost......................................      20,489,946
 Cash...........................................................................................          41,264
 Receivables:
  Dividends and interest........................................................................         440,824
  Investment securities sold....................................................................       8,201,067
  Capital shares sold...........................................................................         235,502
                                                                                                      -----------
      Total assets..............................................................................     371,459,837
                                                                                                      -----------
Liabilities:
 Payables:
  Capital shares repurchased....................................................................         275,327
  Management fees...............................................................................         159,870
  Distribution fees.............................................................................         124,122
  Shareholder servicing costs...................................................................          37,798
 Accrued expenses and other liabilities.........................................................          52,553
                                                                                                      -----------
      Total liabilities.........................................................................         649,670
                                                                                                      -----------
 Net assets, at value...........................................................................    $370,810,167
                                                                                                      ===========
 Net assets consist of:
  Net unrealized appreciation on investments....................................................    $ 82,753,580
  Undistributed net realized gain...............................................................      19,641,524
  Class I capital shares........................................................................     264,492,798
  Class II capital shares.......................................................................       3,922,265
                                                                                                      -----------
 Net assets, at value...........................................................................    $370,810,167
                                                                                                      ===========
  Class I Shares:
   Net assets, at value.........................................................................    $366,602,587
                                                                                                      ===========
   Shares outstanding...........................................................................      44,403,465
                                                                                                      ===========
   Net asset value per share*...................................................................           $8.26
                                                                                                      ===========
   Maximum offering price per share (100/95.5 of $8.26).........................................           $8.65
                                                                                                      ===========
  Class II Shares:
   Net assets, at value.........................................................................     $ 4,207,580
                                                                                                      ===========
   Shares outstanding...........................................................................         511,272
                                                                                                      ===========
   Net asset value per share*...................................................................           $8.23
                                                                                                      ===========
   Maximum offering price per share (100/99 of $8.23)...........................................           $8.31
                                                                                                      ===========


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


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


<TABLE>
<CAPTION>
FRANKLIN EQUITY FUND  Financial Statements (cont.)

Statement of Operations
for the year ended June 30, 1996 

Investment income:
 <S>                                                                                                  <C>
 Dividends......................................................................................      $4,468,166
 Interest (Note 1)..............................................................................       1,356,862
                                                                                                      -----------
      Total income..............................................................................              $ 5,825,028
                                                                                                               -----------
Expenses:
 Management fees (Note 5).......................................................................       1,832,299
 Distribution fees - Class I (Note 5)...........................................................         667,512
 Distribution fees - Class II (Note 5)..........................................................          21,889
 Shareholder servicing costs (Note 5)...........................................................         434,125
 Reports to shareholders........................................................................         226,082
 Professional fees..............................................................................          46,967
 Registration fees..............................................................................          41,543
 Directors' fees and expenses...................................................................          24,082
 Custodian fees.................................................................................          20,389
 Other..........................................................................................          20,182
                                                                                                      -----------
      Total expenses............................................................................                3,335,070
                                                                                                               -----------
       Net investment income....................................................................                2,489,958
                                                                                                               -----------
Realized and unrealized gain from investments:
  Net realized gain.............................................................................               25,749,129
  Net unrealized appreciation...................................................................               40,315,485
                                                                                                               -----------
Net realized and unrealized gain on investments.................................................               66,064,614
                                                                                                               -----------
Net increase in net assets resulting from operations............................................              $68,554,572
                                                                                                               ===========


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


<TABLE>
<CAPTION>
FRANKLIN EQUITY FUND

Financial Statements (cont.)

Statements of Changes in Net Assets
for the years ended June 30, 1996 and 1995

                                                                                        1996            1995
                                                                                    ------------    ------------
Increase (decrease) in net assets:
 Operations:
  <S>                                                                               <C>              <C>        
  Net investment income.........................................................    $ 2,489,958      $ 3,481,376
  Net realized gain from security transactions..................................     25,749,129       14,019,016
  Net unrealized appreciation on investments....................................     40,315,485       44,784,881
                                                                                    ------------    ------------
      Net increase in net assets resulting from operations......................     68,554,572       62,285,273
Distributions to shareholders from undistributed net investment income:
 Class I........................................................................     (2,720,379)      (3,378,248)
 Class II.......................................................................         (4,684)            (594)
Distributions to shareholders from net realized capital gain:
 Class I........................................................................    (19,945,149)     (26,013,031)
 Class II.......................................................................       (103,886)              --
Increase in net assets from capital share transactions (Note 3).................      7,224,174        5,031,719
                                                                                    ------------    ------------
      Net increase in net assets................................................     53,004,648       37,925,119
Net assets:
 Beginning of year..............................................................    317,805,519      279,880,400
                                                                                    ------------    ------------
 End of year (including undistributed net investment income of $171,690 - 1995).   $370,810,167     $317,805,519
                                                                                    ============    ============


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



FRANKLIN EQUITY FUND

Notes to Financial Statements 


1. SIGNIFICANT ACCOUNTING POLICIES

Franklin  Equity  Fund  (the  Fund)  is  an  open-end,   diversified  management
investment company (mutual fund), registered under the Investment Company Act of
1940, as amended. The investment objective of the Fund is capital growth.

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

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

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

a. Security Valuation:

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

b. Income Taxes:

The Fund  intends to  continue to qualify for the tax  treatment  applicable  to
regulated  investment  companies under the Internal Revenue Code and to make the
requisite  distributions to its shareholders which will be sufficient to relieve
it from income and excise taxes.

c. Security Transactions:

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

d. Investment Income, Expenses and Distributions:

Dividend  income  and   distributions   to  shareholders  are  recorded  on  the
ex-dividend date.  Interest income and estimated expenses are accrued daily. Net
realized  capital  gains and  losses  differ  for  financial  statement  and tax
purposes primarily due to differing treatment of wash sale transactions.

e. Accounting Estimates:

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


1. SIGNIFICANT ACCOUNTING POLICIES (cont.)

f. Repurchase Agreement:

The Fund may enter into a joint repurchase agreement whereby its uninvested cash
balance is  deposited  into a joint cash  account to be used to invest in one or
more repurchase  agreements with government securities dealers recognized by the
Federal  Reserve Board and/or member banks of the Federal  Reserve  System.  The
value and face amount of the joint  repurchase  agreement  are  allocated to the
Fund based on its pro-rata interest.

A repurchase  agreement is accounted  for as a loan by the Fund,  to the seller,
collateralized by underlying U.S. government securities,  which are delivered to
the Fund's  custodian.  The market value,  including  accrued  interest,  of the
initial  collateralization  is required to be at least 102% of the dollar amount
invested  by the Fund,  with the value of the  underlying  securities  marked to
market  daily to  maintain  coverage  of at least 100%.  At June 30,  1996,  all
outstanding repurchase agreements held by the Fund had been entered into on June
28, 1996.

2. DISTRIBUTIONS AND CAPITAL LOSS CARRYOVERS

At June 30, 1996, for tax purposes,  the Fund had accumulated net realized gains
of $19,703,038.

For tax  purposes,  the aggregate  cost of securities is higher (and  unrealized
appreciation is lower) than for financial reporting purposes at June 30, 1996 by
$59,566.

3.  CAPITAL STOCK

At June 30, 1996, there were 5,000,000,000  shares of no par value capital stock
authorized,  of which  2,000,000,000  shares each were designated as Class I and
Class II, respectively.  On June 18, 1996, the Board approved the designation of
the  remaining  1,000,000,000  shares  as  Class Z.  Class Z shares  are not yet
available for sale.


<TABLE>
<CAPTION>
                                                                        Year Ended June 30,
                                                       ------------------------------------------------------
                                                                 1996                           1995
                                                       ------------------------      ------------------------
                                                         Shares        Amount          Shares        Amount
                                                       ----------    ----------      ----------    ----------
Class I Shares:
<S>                                                    <C>          <C>              <C>          <C>         
Shares sold.......................................     10,429,328   $80,970,898      23,839,463   $156,890,862
Shares issued in reinvestment of distributions....      2,810,022    20,880,395       4,466,261     26,959,491
Shares redeemed...................................    (12,654,395)  (98,218,044)    (27,344,588)  (179,149,972)
                                                       ----------    ----------      ----------    ----------
Net increase......................................        584,955   $ 3,633,249         961,136    $ 4,700,381
                                                       ==========    ==========      ==========    ==========
Class II Shares:*
Shares sold.......................................        554,667   $ 4,314,434          48,089      $ 337,598
Shares issued in reinvestment of distributions....         12,982        95,849              86            594
Shares redeemed...................................       (103,616)     (819,358)           (936)        (6,854)
                                                       ----------    ----------      ----------    ----------
Net increase......................................        464,033   $ 3,590,925          47,239      $ 331,338
                                                       ==========    ==========      ==========    ==========


*For the year ended June 30, 1996 and the period May 1, 1995 (effective date) to June 30, 1995.
</TABLE>


4. PURCHASES AND SALES OF SECURITIES

Purchases and sales of securities  (excluding  purchases and sales of short-term
securities)  for the year  ended  June 30,  1996,  aggregated  $196,122,851  and
$219,663,470, respectively.

5. TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

a. Management Agreement:

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

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

The terms of the management  agreement provide that annual aggregate expenses of
the Fund be limited to the extent  necessary to comply with the  limitations set
forth in the laws, regulations and administrative  interpretations of the states
in which the Fund's shares are registered. For the year ended June 30, 1996, the
Fund's expenses did not exceed
these limitations.

b. Shareholder Services Agreement:

Under the  terms of a  shareholder  service  agreement  with  Franklin/Templeton
Investor  Services,  Inc.  (Investor  Services),  the Fund  pays  costs on a per
shareholder account basis.  Shareholder servicing costs incurred by the Fund for
the year ended June 30, 1996, aggregated $434,125, of which $419,876 was paid to
Investor Services.

c. Distribution Plans and Underwriting Agreement:

Under the terms of  distribution  plans pursuant to Rule 12b-1 of the Investment
Company  Act  of  1940  (the  Plans),  the  Fund  reimburses  Franklin/Templeton
Distributors,  Inc.  (Distributors),  in an amount up to a maximum  of 0.25% per
annum for Class I and  1.00%  per annum for Class II, of the  average  daily net
assets of such class for costs incurred in the promotion, offering and marketing
of the Fund's  shares.  The Plans do not permit nor  require  payments of excess
costs after termination.

In its capacity as underwriter for the shares of the Fund, Distributors receives
commissions on sales of the Fund's capital stock.  Commissions are deducted from
the gross proceeds  received from the sale of the capital stock of the Fund, and
as such are not expenses of the Fund.  Distributors may also make payments,  out
of its own  resources,  to  dealers  for  certain  sales of the  Fund's  shares.
Commissions  received by Distributors and the amounts paid to other dealers, and
any  applicable  contingent  deferred  sales charges for the year ended June 30,
1996, were as follows:

                                                            Class I     Class II
                                                            -------     --------
        Total commissions received......................    $587,143    $35,971
        Paid to other dealers...........................    $558,082    $54,718
        Contingent deferred sales charges...............          --    $   883


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

d. Other Affiliates and Related Party Transactions:

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

6. LOANS OF PORTFOLIO SECURITIES

During the year ended  June 30,  1996,  the Fund  loaned  securities  to certain
brokers for which it received cash collateral  against the loaned  securities in
an amount equal to at least 102% of the market  value of the loaned  securities.
The cash collateral  received is invested by the Fund in short-term  instruments
and any interest  income in excess of a  predetermined  rebate to the brokers is
kept by the Fund as interest  income.  Interest income from this source amounted
to $10,553 for the year ended June 30, 1996.

At June 30, 1996, there were no loaned securities in the Fund.

7. FINANCIAL HIGHLIGHTS

Selected data for each share of capital stock outstanding throughout each period
are as follows:


<TABLE>
<CAPTION>

Class I Shares:                                                             Year Ended June 30,
                                                           _____________________________________________________
                                                            1996       1995        1994        1993       1992
                                                           _______    _______     _______     _______    _______
Per Share Operating Performance
<S>                                                         <C>        <C>         <C>         <C>        <C>  
Net asset value at beginning of period.................     $7.24      $6.53       $7.25       $7.12      $7.36
                                                           _______    _______     _______     _______    _______
Net investment income..................................       .06        .08         .10         .12        .14
Net realized and unrealized gain on securities.........      1.484      1.329        .107        .557       .089
                                                           _______    _______     _______     _______    _______
Total from investment operations.......................      1.544      1.409        .207        .677       .229
                                                           _______    _______     _______     _______    _______
Less distributions:
 From net investment income............................      (.062)     (.079)      (.103)      (.119)     (.142)
 From capital gains....................................      (.462)     (.620)      (.824)      (.428)     (.327)
                                                           _______    _______     _______     _______    _______
Total distributions....................................      (.524)     (.699)      (.927)      (.547)     (.469)
                                                           _______    _______     _______     _______    _______
Net asset value at end of period.......................     $8.26      $7.24       $6.53       $7.25      $7.12
                                                           _______    _______     _______     _______    _______
                                                           _______    _______     _______     _______    _______
Total Return**.........................................     22.16%     23.78%       2.28%       9.53%      3.36%

Ratio/Supplemental Data
Net assets at end of period (in 000)...................    $366,602   $317,463   $279,880    $345,755   $364,826
Ratio of expenses to average net assets................       .95%       .95%        .79%        .69%       .70%
Ratio of net investment income to average net assets...       .72%      1.21%       1.27%       1.67%      1.86%
Portfolio turnover rate................................     59.86%     86.20%      95.18%      51.12%     49.19%
Average commission rate***.............................       .0548       --          --          --         --
</TABLE>


7. FINANCIAL HIGHLIGHTS (cont.)


Class II Shares:                                            1996       1995+
                                                           _______    _______
Per Share Operating Performance
Net asset value at beginning of period.................    $7.24       $6.65
                                                           _______    _______
Net investment income..................................      .02         .01
Net realized and unrealized gain on securities.........     1.452        .615
                                                           _______    _______
Total from investment operations.......................     1.472        .625
                                                           _______    _______
Less distributions:
 From net investment income............................     (.020)      (.035)
 From capital gains....................................     (.462)         --
                                                           _______    _______
Total distributions....................................     (.482)      (.035)
                                                           _______    _______
Net asset value at end of period.......................    $8.23       $7.24
                                                           _______    _______
                                                           _______    _______
Total Return**.........................................    20.94%       9.42%

Ratio/Supplemental Data
Net assets at end of period (in 000's).................   $4,208       $342*
Ratio of expenses to average net assets................     1.77%       1.77%*
Ratio of net investment income to average net assets...     (.10%)       .74%*
Portfolio turnover rate................................    59.86%      86.20%
Average commission rate***.............................      .0548        --

*Annualized
**Total  return  measures the change in value of an investment  over the periods
indicated. It is not annualized. It does not include the maximum front-end sales
charge  or  contingent  deferred  sales  charge,  and  assumes  reinvestment  of
dividends and capital gains at net asset value. Prior to May 1, 1994,  dividends
were reinvested at the maximum  offering  price,  and capital gains at net asset
value.  Effective  May 1,  1994,  with  the  implementation  of the  Rule  12b-1
distribution plan for Class I shares,  the sales charge on reinvested  dividends
was eliminated.
***Represents  the average broker  commission rate per share paid by the Fund in
connection  with the execution of the Fund's  portfolio  transactions  in equity
securities.
+For the period May 1, 1995 to June 30, 1995.

Under IRC  854(b)(2) of the Internal  Revenue Code,  the Fund hereby  designates
22.98%  of  ordinary  income  dividends   (including   short-term  capital  gain
distributions)  paid by the Fund as income qualifying for the dividends received
deduction for the year ended June 30, 1996.

The amount  reported  above is an  estimated  percentage  and should be used for
information  purposes only.  Information on the final  percentage that qualified
for this  deduction for calendar  year 1996 will be available  shortly after the
end of this calendar year.
 
FRANKLIN EQUITY FUND

Report of Independent Auditors

To the Shareholders and Board of Directors
of Franklin Equity Fund:

We have  audited the  accompanying  statement of assets and  liabilities  of the
Franklin  Equity Fund (the Fund),  including  the  statement of  investments  in
securities  and net assets,  as of June 30, 1996,  and the related  statement of
operations for the year then ended,  the statements of changes in net assets for
each of the two years in the period then ended, and the financial highlights for
each  of  the  periods  presented.  These  financial  statements  and  financial
highlights are the responsibility of the Fund's  management.  Our responsibility
is to express an opinion on these financial  statements and financial highlights
based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures include  confirmation of securities owned as of June
30, 1996,  by  correspondence  with the  custodian  and  brokers.  An audit also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of the
Fund as of June 30, 1996, the results of its operations for the year then ended,
the  changes  in its net  assets  for each of the two years in the  period  then
ended,  and the  financial  highlights  for each of the  periods  presented,  in
conformity with generally accepted accounting principles.

                            COOPERS & LYBRAND L.L.P.


San Francisco, California
August 6, 1996




 Franklin Equity Fund Annual Report Dated 6/30/96

APPENDIX

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

GRAPHIC MATERIAL (1)

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

<TABLE>
<CAPTION>

Portfolio Breakdown on 6/30/96
<S>                                                  <C>
Transportation                                       2.2%
Health Care                                          5.7%
Electronic Technology                               16.1%
Commercial & Industrial Services                     3.0%
Retail & Consumer                                   20.9%
Utilities                                            7.8%
Process Industries & Manufacturing                   4.2%
Technology Services                                  4.0%
Semiconductors                                       8.8%
Financials                                          11.2%
Minerals                                             8.4%
Short-Term Obligations & Other Net Assets            7.7%
</TABLE>

GRAPHIC MATERIAL (2)

The following line graph  hypothetically  compares the performance of the fund's
Class I Shares with the S&P 500 Stock Index,  based on a $10,000 investment from
7/1/86 to 6/30/96.

<TABLE>
<CAPTION>
           Period Ending         Fund                     Index
              <S>                <C>                      <C>
              7/1/86             $9,548                   $10,000
             7/31/86             $8,898                   $9,441
             8/31/86             $9,400                   $10,142
             9/30/86             $8,711                   $9,303
            10/31/86             $9,185                   $9,840
            11/30/86             $9,501                   $10,079
            12/31/86             $9,180                   $9,822
             1/31/87             $10,355                  $11,145
             2/28/87             $11,048                  $11,585
             3/31/87             $11,314                  $11,920
             4/30/87             $11,018                  $11,814
             5/31/87             $10,915                  $11,916
             6/30/87             $11,433                  $12,518
             7/31/87             $12,069                  $13,153
             8/31/87             $12,572                  $13,643
             9/30/87             $12,291                  $13,345
            10/31/87             $8,944                   $10,470
            11/30/87             $8,194                   $9,607
            12/31/87             $9,064                   $10,339
             1/31/88             $9,388                   $10,774
             2/29/88             $10,493                  $11,276
             3/31/88             $10,595                  $10,927
             4/30/88             $10,681                  $11,049
             5/31/88             $10,578                  $11,144
             6/30/88             $11,380                  $11,655
             7/31/88             $11,176                  $11,611
             8/31/88             $10,640                  $11,216
             9/30/88             $11,122                  $11,694
            10/31/88             $11,381                  $12,019
            11/30/88             $11,053                  $11,847
            12/31/88             $11,363                  $12,055
             1/31/89             $12,120                  $12,937
             2/28/89             $11,891                  $12,615
             3/31/89             $12,050                  $12,909
             4/30/89             $12,561                  $13,579
             5/31/89             $13,107                  $14,129
             6/30/89             $12,702                  $14,048
             7/31/89             $13,547                  $15,317
             8/31/89             $14,184                  $15,617
             9/30/89             $13,820                  $15,553
            10/31/89             $12,929                  $15,192
            11/30/89             $13,057                  $15,502
            12/31/89             $13,307                  $15,874
             1/31/90             $12,425                  $14,809
             2/28/90             $12,669                  $15,000
             3/31/90             $13,269                  $15,397
             4/30/90             $12,744                  $15,014
             5/31/90             $13,851                  $16,478
             6/30/90             $13,612                  $16,367
             7/31/90             $13,517                  $16,315
             8/31/90             $11,828                  $14,840
             9/30/90             $11,049                  $14,117
            10/31/90             $10,518                  $14,057
            11/30/90             $11,486                  $14,965
            12/31/90             $12,114                  $15,382
             1/31/91             $13,366                  $16,053
             2/28/91             $14,232                  $17,201
             3/31/91             $14,406                  $17,617
             4/30/91             $14,329                  $17,659
             5/31/91             $15,080                  $18,420
             6/30/91             $14,288                  $17,577
             7/31/91             $14,695                  $18,396
             8/31/91             $14,987                  $18,832
             9/30/91             $14,734                  $18,517
            10/31/91             $14,559                  $18,766
            11/30/91             $13,880                  $18,009
            12/31/91             $15,352                  $20,070
             1/31/92             $15,434                  $19,696
             2/29/92             $15,722                  $19,950
             3/31/92             $15,228                  $19,561
             4/30/92             $15,146                  $20,136
             5/31/92             $15,105                  $20,235
             6/30/92             $14,780                  $19,934
             7/31/92             $15,174                  $20,749
             8/31/92             $14,925                  $20,324
             9/30/92             $15,112                  $20,561
            10/31/92             $15,091                  $20,631
            11/30/92             $15,734                  $21,333
            12/31/92             $15,903                  $21,595
             1/31/93             $16,014                  $21,776
             2/28/93             $15,747                  $22,073
             3/31/93             $16,236                  $22,538
             4/30/93             $15,770                  $21,993
             5/31/93             $16,236                  $22,580
             6/30/93             $16,199                  $22,646
             7/31/93             $15,975                  $22,555
             8/31/93             $16,713                  $23,410
             9/30/93             $16,467                  $23,230
            10/31/93             $17,003                  $23,710
            11/30/93             $17,316                  $23,485
            12/31/93             $17,259                  $23,769
             1/31/94             $17,764                  $24,578
             2/28/94             $17,815                  $23,911
             3/31/94             $16,829                  $22,869
             4/30/94             $17,006                  $23,162
             5/31/94             $16,905                  $23,542
             6/30/94             $16,575                  $22,965
             7/31/94             $16,803                  $23,718
             8/31/94             $17,489                  $24,690
             9/30/94             $17,133                  $24,088
            10/31/94             $17,412                  $24,630
            11/30/94             $17,006                  $23,733
            12/31/94             $17,020                  $24,085
             1/31/95             $17,020                  $24,708
             2/28/95             $17,640                  $25,672
             3/31/95             $18,316                  $26,429
             4/30/95             $18,739                  $27,206
             5/31/95             $19,500                  $28,295
             6/30/95             $20,517                  $28,951
             7/31/95             $21,367                  $29,912
             8/31/95             $21,509                  $29,987
             9/30/95             $22,274                  $31,253
            10/31/95             $21,764                  $31,140
            11/30/95             $22,416                  $32,507
            12/31/95             $22,626                  $33,135
             1/31/96             $23,141                  $34,261
             2/29/96             $23,534                  $34,580
             3/31/96             $23,534                  $34,912
             4/30/96             $24,744                  $35,425
             5/31/96             $25,228                  $36,339
             6/30/96             $25,064                  $36,477
</TABLE>

GRAPHIC MATERIAL (3)

The following line graph  hypothetically  compares the performance of the fund's
Class II Shares with the S&P 500 Stock Index, based on a $10,000 investment from
5/1/95 to 6/30/96.

<TABLE>
<CAPTION>
         Period Ending          Fund                   Index
             <S>                <C>                    <C>
             5/1/95             $9,896                 $10,000
            5/31/95            $10,298                 $10,400
            6/30/95            $10,843                 $10,641
            7/31/95            $11,262                 $10,995
            8/31/95            $11,322                 $11,022
            9/30/95            $11,726                 $11,487
           10/31/95            $11,457                 $11,446
           11/30/95            $11,786                 $11,948
           12/31/95            $11,901                 $12,179
            1/31/96            $12,156                 $12,593
            2/29/96            $12,363                 $12,710
            3/31/96            $12,347                 $12,832
            4/30/96            $12,968                 $13,021
            5/31/96            $13,124                 $13,357
            6/30/96            $13,014                 $13,407
</TABLE>



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