FRANKLIN EQUITY FUND
N-30D, 1997-09-10
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CONTENTS

Shareholder Letter....................   1
Performance Summary
 Class I..............................   5
 Class II.............................   8
 Advisor Class........................  10
Statement of Investments..............  11
Financial Statements..................  15
Notes to
Financial Statements..................  19
Report of
Independent Auditors..................  25


SHAREHOLDER LETTER

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.


Dear Shareholder:

We are  pleased to bring you the annual  report for the  Franklin  Equity  Fund,
which covers the fiscal year ended June 30, 1997.  During the year under review,
the U.S.  economic  environment  was nearly  ideal for equity  investors.  Gross
domestic  product grew at a rate of approximately  3.5%, and inflation  remained
under  control,  with the  Consumer  Price  Index  increasing  only 2.3% for the
12-month period ended June 30, 1997.  Unemployment fell,  reaching a 23-year low
of 4.8% in May,  1997,  while  consumer  confidence  reached a 28-year high.1 In
response,  major U.S.  stock market  averages rose to record  levels,  despite a
price  correction  of nearly 10% between  mid-March and  mid-April.  Within this
environment,  the fund's  Class I shares  provided a  12-month  total  return of
+29.75%, as discussed in the Performance Summary on page 5. This figure compared
very favorably with the +23.96%  average total return of all funds in the Lipper
Growth Fund category.2


1. Source: Bloomberg.
2. Lipper  Analytical  Services  Inc.,  is a nationally  recognized  mutual fund
investment research company.


GRAPHIC MATERIAL 1 OMITTED - SEE APPENDIX AT END OF DOCUMENT

As usual, we combined  fundamental  research with quantitative  models (formulas
that  compare  financial  data of  many  companies)  in  attempting  to  provide
investors  with  solid  growth  over  time.  We used  our  proprietary  Earnings
Valuation model and other measures to discover attractive investment candidates,
then evaluated these companies based on several fundamental  factors,  including
quality of earnings,  strength of  management,  market  position,  and potential
growth. Ultimately, we chose stocks that we believed had strong growth potential
and were available at reasonable valuations.  As of June 30, 1997, the fund held
securities  of  88  companies  in 17  diverse  industries,  including  software,
financials, energy, health care, electronic technology and consumer products.

Throughout  the  reporting  period,   the  U.S.  equity  market  was  marked  by
significant  volatility.  For  example,  the  stock of  Cisco  Systems  Inc.,  a
bellwether of the  data-networking  sector and one of the fund's core  holdings,
reached a high for the reporting period of $75 on January 21st, dropped to a low
of $46 on April 25th, and then climbed back to $67 at the close of the reporting
period. This represented a fall of almost 40% from

its high,  and a bounce  of over 40% from its low.  While  volatility  like this
caused  consternation  among  some  investors,  we  attempted  to  use  it as an
opportunity to buy good companies at bargain prices.

During the period, we bought shares in BankBoston Corp.,  which is headquartered
in Boston, and operates throughout the U.S. and in 23 other countries, and First
Bank System Inc., a major regional bank with offices in 11 Midwestern states. We
also made initial  purchases of stock in  Electronic  Arts Inc.,  which  markets
entertainment   software;   Enron  Corp.,  an  international   natural  gas  and
electricity company;  Owens-Illinois Inc., a manufacturer of packaging supplies;
and Uniphase Corp., an  optoelectronics  company that develops laser systems and
fiber-optic telecommunication equipment.

One of our most successful  holdings this year was AES Corp. New power plants in
the U.S.,  Argentina,  Brazil,  China, and India greatly increased the company's
earnings  and,  by  the  end  of the  reporting  period,  its  stock  price  had
appreciated  more than 250% since our first  purchase in 1994.  Although we held
this stock for over a year before making much profit,  we wish all of our stocks
worked out so well.

Looking  forward,  we expect  the stock  market  to  remain  volatile.  Although
corporate earnings may not maintain their  double-digit  growth of recent years,
we  are  still  bullish  for  several  reasons.  First,  the  aging  "baby-boom"
generation will probably continue  investing for its retirement  years.  Second,
major world  economies  are  generally  in either a growth or a recovery  phase,
which tends to benefit U.S.  multinational  firms  selling  products or services
abroad.  And  third,  we live in an  increasingly  global  economy in which many
domestic  firms have proved to be highly  productive on a worldwide  basis.  For
example,  U.S.  technology  companies  such as Intel,  Cisco,  and  Oracle,  all
long-term  holdings of the fund, have a dominant worldwide market share in their
respective fields.

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
look forward to serving your  investment  needs in the years to come. We welcome
any comments or suggestions you may have.

Sincerely,


Charles B. Johnson
Chairman
Franklin Equity Fund


Top 10 Holdings on 6/30/97
As a Percentage of Total Net Assets

Company                                % of Total
INDUSTRY                               Net Assets
- ---------------------------------------------------

Intel Corp.                                2.4%
SEMICONDUCTORS &
SEMICONDUCTOR EQUIPMENT
Air Express
International Corp.                        1.9%
TRANSPORTATION
AES Corp.                                  1.8%
INDUSTRIAL SERVICES
Electronic Arts Inc.                       1.8%
SOFTWARE/TECHNOLOGY SERVICES
Novartis AG                                1.7%
HEALTH TECHNOLOGY
Philip Morris Cos. Inc.                    1.6%
CONSUMER NON-DURABLES
American International
Group Inc.                                 1.6%
FINANCE
Mentor Corp.                               1.5%
HEALTH TECHNOLOGY
Oracle Corp.                               1.5%
SOFTWARE/TECHNOLOGY SERVICES
Tellabs Inc.                               1.5%
ELECTRONIC TECHNOLOGY

For a detailed listing of portfolio holdings, see page 11 of this report.


PERFORMANCE SUMMARY


Class I

The Franklin Equity Fund - Class I reported a cumulative total return of +29.75%
for the one-year  period ended June 30, 1997.  Cumulative  total return measures
the change in value of an  investment,  assuming  reinvestment  of dividends and
capital gains  distributions,  and does not include the sales charge.  We always
maintain 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 chart on page 7, the fund  delivered a cumulative  total return of more than
+184%,  and an average  annual total return of more than +10%,  over the 10-year
period ended June 30, 1997.

The fund's share price, as measured by net asset value,  increased  $1.90,  from
$8.26 on June 30, 1996, to $10.16 on June 30, 1997. During the reporting period,
shareholders received  distributions  totaling 6.07 cents ($0.0607) per share in
income  dividends,  7.27 cents ($0.0727) in short-term  capital gains, and 35.83
cents ($0.3583) 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 fund's portfolio, as well as the level of the fund's operating expenses.

The graph on page 6 compares the Franklin  Equity Fund - Class I performance  to
that of the Standard & Poor's(R)  500 Stock Index (S&P 500(R)) over the past ten
years. Of course,  an unmanaged index has an inherent  performance  differential
over any fund. It does not pay  management  fees to cover salaries of securities
analysts or portfolio managers,  or pay commissions or market spreads to buy and
sell securities.  Unlike indices,  mutual funds are never fully invested because
of the  need  to  have  cash  on hand  to  redeem  shares  or pay  for  upcoming
investments.  In addition,  the fund's performance  includes the maximum initial
sales  charge,  all fund expenses and account fees. If the fund's costs had been
applied to the index,  its  performance  would have been lower.  Please remember
that an index is simply a measure  of  performance  and  cannot be  invested  in
directly.

GRAPHIC MATERIAL 2 OMITTED - SEE APPENDIX AT END OF DOCUMENT

Class I
Periods ended 6/30/97

                                   One-Year  Five-Year Ten-Year
- ------------------------------------------------------------------     
Cumulative Total Return1            29.75%    120.04%   184.46%

Average Annual Total Return2        23.90%     16.00%    10.52%

Value of $10,000 Investment3        $12,390   $21,001   $27,180

                    6/30/93  6/30/94  6/30/95  6/30/96   6/30/97
- ------------------------------------------------------------------
One-Year Total Return 49.53%   2.28%   23.78%   22.16%    29.75%

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 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.
4. One-year total return  represents  the change in value of an investment  over
the one-year periods ended on the specified dates and does not 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 the offering  price.  Thus,  actual
total returns would differ. Effective May 1, 1994, the fund eliminated the sales
charge on reinvested dividends and implemented a plan of distribution under Rule
12b-l, which affects subsequent performance.
All total return figures assume  reinvestment  of dividends and capital gains at
net asset value.  Investment  return and  principal  value will  fluctuate  with
market conditions, and you may have a gain or loss when you sell your shares.

Past performance is not predictive of future results.


Class II

The  Franklin  Equity  Fund - Class II  reported a  cumulative  total  return of
+28.93% for the one-year  period ended June 30,  1997.  Cumulative  total return
measures  the  change  in  value  of an  investment,  assuming  reinvestment  of
dividends and capital gains  distributions,  and does not include sales charges.
We always  maintain 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 chart on page 9, the fund  delivered a  cumulative  total return of
more than +70%,  and an average  annual  total  return of more than +27%,  since
inception on May 1, 1995.

The fund's share price, as measured by net asset value,  increased  $1.89,  from
$8.23 on June 30, 1996, to $10.12 on June 30, 1997. During the reporting period,
shareholders received  distributions totaling 7.27 cents ($0.0727) in short-term
capital  gains,   and  35.83  cents   ($0.3583)  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 fund's  portfolio,  as well as the
level of the fund's operating expenses.

The graph on page 9 compares the Franklin  Equity Fund - Class II performance to
that of the Standard & Poor's(R) 500 Stock Index  (S&P500(R))  over the past two
years.  Of  course,  such  an  unmanaged  index  has  an  inherent   performance
differential over any fund. It does not pay management fees to cover salaries of
securities analysts or portfolio managers,  or pay commissions or market spreads
to buy and sell  securities.  Unlike  indices,  mutual  funds  are  never  fully
invested  because  of the need to have cash on hand to redeem  shares or pay for
upcoming investments.  In addition,  the performance shown for the fund includes
the sales  charges,  all fund expenses and account fees. If the fund's costs had
been  applied to the  index,  its  performance  would  have been  lower.  Please
remember that an index is simply a measure of performance and cannot be invested
in directly.


GRAPHIC MATERIAL 3 OMITTED - SEE APPENDIX AT END OF DOCUMENT

Class II
Periods ended 6/30/97
                                                         Since
                                                       Inception
                                            One-Year   (5/1/95)
- ------------------------------------------------------------------          
Cumulative Total Return1                     28.93%     70.85%

Average Annual Total Return2                 26.69%     27.44%

Value of $10,000 Investment3                 $12,669    $16,907

                                               6/30/96   6/30/97
- ------------------------------------------------------------------
One-Year Total Return4                         20.94%    28.93%

1.  Cumulative  total return  measures 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 1.00% initial sales
charge and 1.00% contingent  deferred sales charge applicable to shares redeemed
within the first 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.
4. One-year total return  represents  the change in value of an investment  over
the one-year  periods  ended on the  specified  dates and does not include sales
charges.  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.

Advisor Class

Franklin  Equity Fund - Advisor  Class  reported an  aggregate  total  return of
+18.47% for the six-month  period from inception on January 1, 1997 through June
30, 1997.  Aggregate total return measures the change in value of an investment,
assuming reinvestment of dividends and capital gains.

The fund's share price, as measured by net asset value,  increased  $1.55,  from
$8.62 on January 2, 1997 (day of commencement  of sales),  to $10.17 on June 30,
1997. During this same period,  shareholders received regular dividend income of
4.09 cents  ($0.0409)  per share.  Distributions  will vary  depending on income
earned by the fund and any profits  realized  from the sale of securities in the
fund's portfolio, as well as the level of the fund's operating expenses.

Advisor Class
Period ended 6/30/97
                                      Since
                                    Inception
                                     (1/1/97)
- --------------------------------------------------
Aggregate Total Return1               18.47%

Value of $10,000 Investment2          $11,847

1. Aggregate  total return  represents the change in value of an investment over
the period indicated.  Since Advisor Class shares have existed for less than one
year, average annual total returns are not provided.
2. This figure represents the value of a hypothetical  $10,000 investment in the
Fund over the period indicated.
All calculations  assume that all dividends and capital gains distributions were
reinvested when paid.  Investment return and principal value will fluctuate with
market conditions, so that your shares, when redeemed, may be worth more or less
than their initial cost.

Past performance is not predictive of future results.

FRANKLIN EQUITY FUND
Statement of Investments in Securities and Net Assets, June 30, 1997

<TABLE>
<CAPTION>

                                                                                                  VALUE
  SHARES                                                                                         (NOTE1)
- -------------------------------------------------------------------------------------------------------------
                Common Stocks 88.5%
                Commercial Services  0.6%
<S>                                                                                            <C>        
   50,000       Omnicom Group, Inc.                                                            $ 3,081,250
                                                                                               ------------
                Consumer Durables  1.4%
  200,000       Mattel, Inc.                                                                     6,775,000
                                                                                               ------------
                Consumer Non-Durables  7.5%
   65,000       Gillette Co.                                                                     6,158,750
  100,000       Nike, Inc., Class B                                                              5,837,500
  150,000       Pepsico, Inc.                                                                    5,634,375
  170,000       Philip Morris Cos., Inc.                                                         7,543,750
   40,000       Proctor & Gamble Co.                                                             5,650,000
  125,000       Sara Lee Corp.                                                                   5,203,125
                                                                                               ------------
                                                                                                36,027,500
                                                                                               ------------
                Consumer Services  2.3%
  175,000  a    CUC International, Inc.                                                          4,517,188
  150,000  a    CapStar Hotel Co.                                                                4,800,000
   50,000       TCA Cable TV, Inc.                                                               1,881,250
                                                                                               ------------
                                                                                                11,198,438
                                                                                               ------------
                Electronic Technology  11.3%
  122,500  a    3Com Corp.                                                                       5,512,500
   75,000  a    Ascend Communications, Inc.                                                      2,953,125
   50,000  a    Cabletron Systems, Inc.                                                          1,415,625
  100,000  a    Cisco Systems, Inc.                                                              6,712,500
  173,000  a    Komag, Inc.                                                                      2,832,875
   47,305       Lockheed Martin Corp.                                                            4,899,024
   16,204       Lucent Technologies, Inc.                                                        1,167,701
   10,000       Motorola, Inc.                                                                     760,000
  150,000  a    Newbridge Networks Corp.                                                         6,525,000
   75,000       Nokia Corp., ADR                                                                 5,531,250
  100,000  a    Tekelec                                                                          3,537,500
  125,000  a    Tellabs, Inc.                                                                    6,984,375
   90,000  a    Uniphase Corp.                                                                   5,242,500
                                                                                               ------------
                                                                                                54,073,975
                                                                                               ------------
                Energy/Minerals  7.4%
  225,000  a    Barrett Resources Corp.                                                          6,735,938
  125,000       Enron Oil & Gas Co.                                                              2,265,625
   90,000       Mobil Corp.                                                                      6,288,750
  150,000       Repsol, SA, ADR                                                                  6,365,625
  210,000       Ultramar Diamond Shamrock Corp.                                                  6,851,250
  225,000       YPF, SA, ADR                                                                     6,918,750
                                                                                               ------------
                                                                                                35,425,938
                                                                                               ------------
                Finance  9.3%
   50,000       American International Group, Inc.                                               7,468,750
  115,000       Associates First Capital Corp.                                                   6,382,500
   50,000       BankBoston Corp.                                                                 3,603,125
                Finance (cont.)
   45,000       Citicorp                                                                       $ 5,425,313
   70,000       First Bank System, Inc.                                                          5,976,250
   37,900  a    Hartford Life, Inc., Class A                                                     1,421,250
  245,000  a    HomeSide, Inc.                                                                   5,359,375
  175,000  a    Risk Capital Holdings, Inc.                                                      3,675,000
   86,666       Travelers Group, Inc.                                                            5,465,375
                                                                                               ------------
                                                                                                44,776,938
                                                                                               ------------
                Health Services  3.3%
   80,000       HBO & Co.                                                                        5,510,000
   75,000  a    Oxford Health Plans, Inc.                                                        5,381,250
   75,000  a    PacifiCare Health Systems, Inc., Class B                                         4,790,625
                                                                                               ------------
                                                                                                15,681,875
                                                                                               ------------
                Health Technology  8.0%
  100,000  a    Amgen, Inc.                                                                      5,812,500
  100,000       Baxter International, Inc.                                                       5,225,000
   70,000       Bristol-Myers Squibb Co.                                                         5,670,000
  250,000       Mentor Corp.                                                                     7,406,250
    5,000  d    Novartis, AG (Switzerland)                                                       7,983,567
      700  d    Roche Holdings, AG (Switzerland)                                                 6,328,997
                                                                                               ------------
                                                                                                38,426,314
                                                                                               ------------
                Industrial Services  3.2%
  125,000  a    AES Corp.                                                                        8,843,750
   90,000  a    Allied Waste Industries, Inc.                                                    1,563,750
   78,400  a    Santa Fe International Corp.                                                     2,665,600
   60,000  a    United Waste Systems, Inc.                                                       2,460,000
                                                                                               ------------
                                                                                                15,533,100
                                                                                               ------------
                Non-Energy Minerals  1.1%
  117,400       Carpenter Technology Corp.                                                       5,371,050
                                                                                               ------------
                Process Industries  3.2%
    3,500  a,d  Ciba Specialty Chemicals, AG, (Switzerland)                                        323,519
  216,900  a    Owens-Illinois, Inc.                                                             6,723,900
  125,000       Pittston Brink's Group                                                           3,750,000
  100,000  a    UCAR International, Inc.                                                         4,575,000
                                                                                               ------------
                                                                                                15,372,419
                                                                                               ------------
                Producer Manufacturing  4.2%
  150,000  a    Atchison Casting Corp.                                                           2,493,750
  200,000  a    General Cable Corp.                                                              5,125,000
  262,500       Mark IV Industries, Inc.                                                         6,300,000
  100,000       Roper Industries, Inc.                                                           5,187,500
   29,300  a    U.S. Filter Corp.                                                                  798,425
                                                                                               ------------
                                                                                                19,904,675
                                                                                               ------------

                Real Estate  1.4%
  175,000       FelCor Suite Hotels, Inc.                                                      $ 6,518,750
                                                                                               ------------
                Semiconductors & Semiconductor Equipment  5.1%
   60,000  a    Applied Materials, Inc.                                                          4,248,750
   80,000       Intel Corp.                                                                     11,345,000
   85,000       Linear Technology Corp.                                                          4,398,750
   85,000  a    Xilinx, Inc.                                                                     4,170,313
                                                                                               ------------
                                                                                                24,162,813
                                                                                               ------------
                Software/Technology Services  8.8%
  150,000       Adobe Systems, Inc.                                                              5,259,375
   75,000  a    Broderbund Software, Inc.                                                        1,851,563
  250,000  a    Electronic Arts, Inc                                                             8,406,250
  100,000       Electronic Data Systems Corp.                                                    4,100,000
  125,000       First Data Corp.                                                                 5,492,188
  140,000  a    Oracle Corp.                                                                     7,052,500
   30,000  d    SAP, AG (Germany)                                                                6,017,547
  119,200  a    Sterling Commerce, Inc.                                                          3,918,700
                                                                                               ------------
                                                                                                42,098,123
                                                                                               ------------
                Transportation  3.6%
  225,000       Air Express International Corp.                                                  8,943,750
  175,000       Pittston Burlington Group                                                        4,921,875
  135,000       Southwest Airlines Co.                                                           3,493,125
                                                                                               ------------
                                                                                                17,358,750
                                                                                               ------------
                Utilities  6.8%
  200,000  a    AirTouch Communications, Inc.                                                    5,475,000
  150,000       Enron Corp.                                                                      6,121,875
  125,000       GTE Corp.                                                                        5,484,375
  175,000       PG & E Corp.                                                                     4,243,750
  400,000  a    Paging Network, Inc.                                                             3,512,520
  100,000       TECO Energy, Inc.                                                                2,556,250
  112,500       Williams Cos., Inc.                                                              4,921,872
                                                                                               ------------
                                                                                                32,315,642
                                                                                               ------------
                      Total Common Stocks (Cost $290,988,134)                                  424,102,550
                                                                                               ------------
</TABLE>
<TABLE>
<CAPTION>

     FACE
   AMOUNT
                Convertible Bonds  1.9%
<S>                                                                                              <C>      
$1,550,000 c    Altera Corp., sub. notes,  5.75%, 06/15/02                                       3,262,750
2,000,000  c    Omnicom Group, Inc., sub. notes, 4.25%, 01/03/07                                 2,392,500
3,400,000       U.S. Filter Corp., sub. notes, 4.50%, 12/15/01                                   3,319,250
                                                                                               ------------
                      Total Convertible Bonds (Cost $7,084,313)                                  8,974,500
                                                                                               ------------
                      Total Long Term Investments (Cost $298,072,447)                          433,077,050
                                                                                               ------------

                bReceivables from Repurchase Agreements 10.9%
             
$52,320,687     Joint Repurchase Agreement, 5.884%, 07/01/97,
                 (Maturity Value $52,344,847) (Cost  $52,336,292) 
                Aubrey G. Lanston & Co., Inc., (Maturity Value $5,188,185)  
                 Collateral: U.S. Treasury  Notes,  6.00% - 8.25%, 04/15/98 - 08/15/99
                Barclays  de  Zoete  Wedd  Securities,  Inc.,  (Maturity  Value $5,188,185)
                 Collateral:  U.S. Treasury Notes,  5.25% - 7.125%, 12/31/97 - 02/28/01
                Chase  Securities,  Inc.,  (Maturity  Value $3,057,089)  
                 Collateral:  U.S. Treasury Notes, 5.875%, 01/31/99
                CIBC Wood Gundy Securities  Corp.,  (Maturity Value $5,188,185)
                 Collateral:  U.S. Treasury Notes,  5.375% - 6.875%,  11/30/97 - 07/31/99
                Daiwa  Securities  America,   Inc.,  (Maturity  Value $5,188,185)  
                 Collateral:  U.S. Treasury Notes,  5.875% - 7.75%, 03/31/99 -  08/31/01
                Donaldson,  Lufkin & Jenrette  Securities Corp.,  (Maturity Value $2,594,093)
                 Collateral:  U.S. Treasury Notes,  5.00% - 6.25%,  09/30/97  - 07/31/98
                Fuji  Securities, Inc.,  (Maturity Value  $5,188,185)
                 Collateral:  U.S. Treasury Notes,  4.75% - 7.125%,  02/28/98 - 03/31/01
                Sanwa  Securities (USA) Co., L.P., (Maturity Value $5,188,185)
                 Collateral:  U.S. Treasury  Notes,  6.50%  -  8.875%,  11/15/98  -  06/30/01
                SBC Warburg,  Inc.,  (Maturity Value $5,188,185)  
                 Collateral:  U.S. Treasury  Notes,  5.50%,  11/15/98  
                The  Nikko  Securities  Co. International,  Inc.,  (Maturity Value $5,188,185)  
                 Collateral:  U.S. Treasury Notes,  5.125% - 7.875%,  12/31/98 - 08/15/01 
                UBS Securities,  L.L.C.,  (Maturity Value  $5,188,185)  
                 Collateral:  U.S. Treasury Notes, 5.00% - 6.00%, 07/31/98 - 04/15/00          $ 52,336,292
                                                                                               ------------
                          Total Investments (Cost $350,408,739)  101.3%                        485,413,342
                          Liabilities in excess of Other Assets  (1.3%)                         (5,996,928)
                                                                                               ------------
                          Net Assets  100%                                                    $479,416,414
                                                                                               ============
                At June 30, 1997, the net unrealized  appreciation  based on the
                 cost of investments for income tax purposes of $350,698,610 was as follows:
                  Aggregate gross unrealized appreciation for all investments in which there
                 was an excess of value over tax cost                                         $138,514,533
                  Aggregate gross unrealized depreciation for all investments in which there
                 was an excess of tax cost over value                                           (3,799,801)
                                                                                               ------------
                  Net unrealized appreciation                                                 $134,714,732
                                                                                               ============
</TABLE>

PORTFOLIO ABBREVIATIONS:
L.L.C. - Limited Liability Corp.
L.P.   - Limited Partnership

aNon-income producing.
bFace amount for repurchase agreements is for the underlying collateral. See 
 note 1(g) regarding joint repurchase agreement.
cPurchased in a private placement transaction; resale may only be to qualified
 institutional buyers.
dSecurities are traded in foreign currency and value is stated in U.S. dollars.

   The accompanying notes are an integral part of these financial statements.



FRANKLIN EQUITY FUND
Financial Statements

Statement of Assets and Liabilities
June 30, 1997
<TABLE>
<CAPTION>


Assets:
<S>                                                                                           <C>         
 Investments in securities, at value (identified cost $298,072,447)                           $433,077,050
 Receivables from repurchase agreements, at value and cost                                      52,336,292
 Cash                                                                                              106,031
 Receivables:
  Dividends and interest                                                                           350,589
  Capital shares sold                                                                              320,681
                                                                                               ------------
      Total assets                                                                             486,190,643
                                                                                               ------------
Liabilities:
 Payables:
  Investment securities purchased                                                                5,696,008
  Capital shares repurchased                                                                        92,197
  Management fees                                                                                  200,530
  Distribution fees                                                                                157,776
  Shareholder servicing costs                                                                       55,000
 Other payables to shareholders                                                                    514,317
 Accrued expenses and other liabilities                                                             58,401
                                                                                               ------------
      Total liabilities                                                                          6,774,229
                                                                                               ------------
Net assets, at value                                                                          $479,416,414
                                                                                               ============
Net assets consist of:
 Net unrealized appreciation on investments                                                   $135,004,603
 Accumulated net realized gain from investments                                                 53,546,968
 Class I capital shares                                                                        276,515,301
 Class II capital shares                                                                         7,811,127
 Advisor Class capital shares                                                                    6,538,415
                                                                                               ------------
Net assets, at value                                                                          $479,416,414
                                                                                               ============
</TABLE>

<TABLE>
<CAPTION>

FRANKLIN EQUITY FUND
Financial Statements (continued)

Statement of Assets and Liabilities (cont.)
June 30, 1997

Class I shares:
<S>                                                                                           <C>         
 Net assets, at value                                                                         $462,972,364
                                                                                              =============
 Shares outstanding                                                                             45,553,767
                                                                                              =============
 Net asset value per share*                                                                         $10.16
                                                                                              ============= 
 Maximum offering price per share (100/95.5 of $10.16)                                              $10.64
                                                                                              ============= 
Class II shares:
 Net assets, at value                                                                          $ 9,554,454
                                                                                              ============= 
 Shares outstanding                                                                                944,444
                                                                                              =============  
 Net asset value per share*                                                                         $10.12
                                                                                              ============= 
 Maximum offering price per share (100/99 of $10.12)                                                $10.22
                                                                                              ============= 
Advisor Class shares:
 Net assets, at value                                                                          $ 6,889,596
                                                                                              ============= 
 Shares outstanding                                                                                677,536
                                                                                              ============= 
 Net asset value and offering price per share                                                       $10.17
                                                                                              ============= 
</TABLE>

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

   The accompanying notes are an integral part of these financial statements.


FRANKLIN EQUITY FUND
Financial Statements (continued)

Statement of Operations
for the year ended June 30, 1997
<TABLE>
<CAPTION>


Investment income:
<S>                                                                                           <C>        
 Dividends, net of foreign taxes and fees withheld of $120,456                                $ 4,462,213
 Interest                                                                                       1,790,506
                                                                                               -----------
      Total income                                                                              6,252,719
                                                                                               -----------
Expenses:
 Management fees (Note 5)                                                                       2,108,910
 Distribution fees - Class I (Note 5)                                                             756,243
 Distribution fees - Class II (Note 5)                                                             64,664
 Shareholder servicing costs (Note 5)                                                             537,115
 Reports to shareholders                                                                          171,834
 Registration and filing fees                                                                      64,396
 Professional fees                                                                                 38,261
 Directors' fees and expenses                                                                      22,666
 Custodian fees                                                                                    13,712
 Other                                                                                             14,971
                                                                                               ------------
      Total expenses                                                                            3,792,772
                                                                                               ------------
      Net investment income                                                                     2,459,947
                                                                                               ------------
Realized and unrealized gain (loss) from investments and foreign currencies:
 Net realized gain (loss) from:
  Investments                                                                                  53,856,828
  Foreign currency transactions                                                                   (24,333)
 Net unrealized appreciation from investments                                                  52,251,082
                                                                                               ------------
Net realized and unrealized gain from investments and foreign currencies                      106,083,577
                                                                                               ------------
Net increase in net assets resulting from operations                                         $108,543,524
                                                                                               ============
</TABLE>


   The accompanying notes are an integral part of these financial statements.



FRANKLIN EQUITY FUND
Financial Statements (continued)
<TABLE>
<CAPTION>

Statements of Changes in Net Assets
for the years ended June 30, 1997 and 1996


                                                                                               1997           1996
                                                                                  -----------------------------------------
Increase (decrease) in net assets:
Operations:

<S>                                                                                        <C>              <C>        
 Net investment income                                                                     $ 2,459,947      $ 2,489,958
 Net realized gain from investments and foreign currency transactions                       53,832,495       25,749,129
 Net unrealized appreciation on investments                                                 52,251,082       40,315,485
                                                                                  -----------------------------------------
      Net increase in net assets resulting from operations                                 108,543,524       68,554,572
Distributions to shareholders from:
 Undistributed net investment income:
  Class I                                                                                   (2,742,841)      (2,720,379)
  Class II                                                                                        (499)          (4,684)
  Advisor Class                                                                                (13,857)              --
 Net realized capital gains:
  Class I                                                                                  (19,328,932)     (19,945,149)
  Class II                                                                                    (302,817)        (103,886)
Increase in net assets from capital share transactions (Note 3)                             22,451,669        7,224,174
                                                                                  ----------------------------------------
      Net increase in net assets                                                           108,606,247       53,004,648
Net assets (there is no undistributed net investment income at beginning or end of the year):
 Beginning of year                                                                         370,810,167      317,805,519
                                                                                  ----------------------------------------
 End of year                                                                              $479,416,414     $370,810,167
                                                                                  ========================================

</TABLE>

   The accompanying notes are an integral part of these financial statements.



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 Fund seeks to provide capital growth.

The Fund offers three  classes of shares,  Class I, Class II and Advisor  Class.
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  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.  Portfolio  securities which are traded both in the over-the-counter
market and on a  securities  exchange  are valued  according to the broadest and
most representative  market as determined by the manager. 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
and securities restricted as to resale, are valued in accordance with procedures
established by the Board.

The value of a foreign  security is determined as of the earlier of the close of
trading on the foreign exchange on which it is traded or the close of trading on
the New York Stock  Exchange.  That value is then converted into its U.S. dollar
equivalent at the foreign exchange rate in effect at noon, New York time, on the
day the value of the foreign  security is determined.  If no sale is reported at
that  time,  the  mean  between  the  current  bid and  asked  prices  is  used.
Occasionally,  events which affect the values of foreign  securities and foreign
exchange  rates may occur between the times at which they are determined and the
close of the exchange and will,  therefore,  not be reflected in the computation
of the Fund's net asset  value,  unless  material.  If events  which  materially
affect the value of these  foreign  securities  occur during such period,  these
securities  will be valued in  accordance  with  procedures  established  by the
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.
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.

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

e. Accounting Estimates:

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

f. Foreign Currency Translation:

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

The Fund does not isolate  that portion of the results of  operations  resulting
from changes in foreign exchange rates on investments from fluctuations  arising
from changes in market prices of securities held. Such fluctuations are included
with the net realized and unrealized gain or loss from investments.

Realized  foreign  exchange  gains or losses arise from sales and  maturities of
short-term  securities,  sales of foreign  currencies,  gains or losses realized
between the trade and settlement dates on security transactions,  the difference
between the  amounts of  dividends,  interest,  and  foreign  withholding  taxes
recorded  on the Fund's  books and the U.S.  dollar  equivalent  of the  amounts
actually  received or paid.  Net  unrealized  appreciation  or  depreciation  on
translation of assets and liabilities  denominated in foreign  currencies  arise
from changes in the value of assets and  liabilities,  other than investments in
securities  at the  end of the  reporting  period,  resulting  from  changes  in
exchange rates.

g. Joint Repurchase Agreements:

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, 1997, all outstanding  repurchase  agreements held by the Fund
had been entered into on that date.


2. DISTRIBUTIONS

At June 30, 1997, for tax purposes,  the Fund had  accumulated  capital gains of
$53,836,840.

For tax  purposes,  the aggregate  cost of securities is higher (and  unrealized
appreciation is lower) than for financial reporting purposes at June 30, 1997 by
$289,871.


3. CAPITAL STOCK

At June 30, 1997, there were 2,000,000,000  Class I shares,  2,000,000,000 Class
II shares, and 1,000,000,000  Advisor Class shares of no par value capital stock
authorized.  Transactions in the Fund's shares for the years ended June 30, 1997
and 1996 were as follows:
<TABLE>
<CAPTION>

                                                               1997                          1996
                                                  --------------------------------------------------------
                                                       Shares       Amount           Shares       Amount
                                                  --------------------------------------------------------
Class I Shares:
<S>                                                 <C>         <C>               <C>         <C>        
Shares sold                                         12,390,036  $110,637,538      10,429,328  $80,970,898
Shares issued in reinvestment of distributions       2,264,152    20,354,201       2,810,022   20,880,395
Shares redeemed                                    (13,503,886) (118,967,300)    (12,654,395) (98,218,044)
                                                  ---------------------------------------------------------
      Net increase                                   1,150,302  $ 12,024,439         584,955  $ 3,633,249
                                                  =========================================================

Class II Shares:
Shares sold                                            709,987   $ 6,305,367         554,667  $ 4,314,434
Shares issued in reinvestment of distributions          30,191       268,397          12,982       95,849
Shares redeemed                                       (307,006)   (2,684,949)       (103,616)    (819,358)
                                                  ---------------------------------------------------------
      Net increase                                     433,172   $ 3,888,815         464,033  $ 3,590,925
                                                  =========================================================
</TABLE>

                                                               1997
                                                  ----------------------------
                                                       Shares       Amount
                                                  ----------------------------
Advisor Class*:
Shares sold                                            732,158   $ 7,035,865
Shares issued in reinvestment of distributions           1,393        13,857
Shares redeemed                                        (56,015)     (511,307)
                                                  ----------------------------
      Net increase                                     677,536   $ 6,538,415
                                                  ============================

*For the period  January 2, 1997  (effective  date of Advisor Class) to June 30,
1997.

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,  1997,  aggregated  $205,193,113  and
$219,779,517, 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 based on the net assets of the
Fund on the last day of the month as follows:

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

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

b. Shareholder Services Agreement:

Under the terms of a  shareholder  services  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, 1997, aggregated $537,115, of which $530,519 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 of the Fund, 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.  Fees  incurred by the Fund under the Plans
aggregated $820,907 for the year ended June 30, 1997.

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,  the amounts paid to other dealers and any
applicable  contingent deferred sales charges (CDSC) for the year ended June 30,
1997, were as follows:

Total commissions received, including CDSC   $706,061
Paid to other dealers                        $672,302
CDSC                                         $  3,842

d. Other Affiliates and Related Party Transactions:

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


6. FINANCIAL HIGHLIGHTS

Selected data for each share of capital stock outstanding throughout each period
are as follows:
<TABLE>
<CAPTION>

                                                                         Year Ended June 30,
                                                            ------------------------------------------------
Class I Shares:                                               1997     1996      1995      1994     1993
- ------------------------------------------------------------------------------------------------------------     
Per Share Operating Performance
<S>                                                          <C>      <C>       <C>       <C>      <C>  
Net asset value at beginning of period                       $8.26    $7.24     $6.53     $7.25    $7.12
                                                            ------------------------------------------------
Net investment income                                          .05      .06       .08       .10      .12
Net realized and unrealized gain on securities                2.342    1.484     1.329      .107     .557
                                                            ------------------------------------------------
Total from investment operations                              2.392    1.544     1.409      .207     .677
                                                            ------------------------------------------------
Less distributions:
 From net investment income                                   (.061)   (.062)    (.079)    (.103)   (.119)
 From capital gains                                           (.431)   (.462)    (.620)    (.824)   (.428)
                                                            ------------------------------------------------
Total distributions                                           (.492)   (.524)    (.699)    (.927)   (.547)
                                                            ------------------------------------------------
Net asset value at end of period                            $10.16    $8.26     $7.24     $6.53    $7.25
                                                            ================================================
Total Return**                                               29.75%   22.16%    23.78%     2.28%    9.53%
Ratio/Supplemental Data
Net assets at end of period (in 000's)                      $462,972 $366,602  $317,463  $279,880 $345,755
Ratio of expenses to average net assets                        .91%     .95%      .95%      .79%     .69%
Ratio of net income to average net assets                      .61%     .72%     1.21%     1.27%    1.67%
Portfolio turnover rate                                      53.67%   59.86%    86.20%    95.18%   51.12%
Average commission rate***                                     .0641    .0548     --        --       --
</TABLE>

<TABLE>
<CAPTION>

Class II Shares:                                              1997     1996      1995+
- ----------------------------------------------------------------------------------------
Per Share Operating Performance
<S>                                                          <C>      <C>       <C>  
Net asset value at beginning of period                       $8.23    $7.24     $6.65
                                                            ----------------------------
Net investment income                                         (.02)     .02       .01
Net realized and unrealized gain on securities                2.341    1.452      .615
                                                            ----------------------------
Total from investment operations                              2.321    1.472      .625
                                                            ----------------------------
Less distributions:
 From net investment income                                    --      (.020)    (.035)
 From capital gains                                           (.431)   (.462)     --
                                                            ----------------------------
Total distributions                                           (.431)   (.482)    (.035)
Net asset value at end of period                            $10.12    $8.23     $7.24
                                                            ============================
Total Return**                                               28.93%   20.94%     9.42%
Ratio/Supplemental Data
Net assets at end of period (in 000's)                       $9,554   $4,208     $342
Ratio of expenses to average net assets                       1.72%    1.77%     1.77%*
Ratio of net income to average net assets                     (.22%)   (.10%)     .74%*
Portfolio turnover rate                                      53.67%   59.86%    86.20%
Average commission rate***                                     .0641    .0548     --
</TABLE>

Advisor Class:                                               1997++
- ---------------------------------------------------------------------
Per Share Operating Performance
Net asset value at beginning of period                       $8.62
                                                            --------
Net investment income                                          .03
Net realized and unrealized gain on securities                1.561
                                                            --------
Total from investment operations                              1.591
                                                            --------
Less distributions:
From net investment income                                    (.041)
                                                            --------
Net asset value at end of period                            $10.17
                                                            ========
Total Return**                                               18.47%
Ratio/Supplemental Data
Net assets at end of period (in 000's)                       $6,890
Ratio of expenses to average net assets                        .72%*
Ratio of net income to average net assets                      .79%*
Portfolio turnover rate                                      53.67%
Average commission rate***                                     .0641

*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 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 (effective date) to June 30, 1995. ++For
the period January 2, 1997 (effective date) to June 30, 1997.

Under Section 854(b)(2) of the Internal Revenue Code, the Fund hereby designates
57.66% of its ordinary income dividends paid (including  short-term capital gain
distributions, if any) as income qualifying for the dividends received deduction
for the fiscal year ended June 30, 1997.




FRANKLIN EQUITY FUND
Report of Independent Accountants

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  including the statement of  investments in securities and
net assets, as of June 30, 1997, 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 included confirmation of securities owned as of June
30, 1997, by correspondence with the custodian. An audit also includes assessing
the accounting principles used and significant estimates made by management,  as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of the
Franklin  Equity Fund as of June 30, 1997, 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 its  financial  highlights  for  each  of the  periods
presented, in conformity with generally accepted accounting principles.

COOPERS & LYBRAND L.L.P.

San Francisco, California

August 4, 1997




Franklin Equity Fund Annual Report June 30, 1997.

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 format the portfolio breakdown of the fund's
securities on June 30, 1997, based on total net assets.

Portfolio Breakdown on June 30, 1997

Electronic Technology               11.3%
Finance                              9.3%
Software/Technology Services         8.8%
Health Technology                    8.0%
Consumer Non-Durables                7.5%
Energy/Minerals                      7.4%
Other Sectors                       38.1%
Cash & Equivalents                   9.6%

GRAPHIC MATERIAL (2)

The following line graph hypothetically compares the performance of the
Franklin Equity Fund Class I shares to that of the S&P 500 Stock Index, based
on a $10,000 investment from 7/1/87 to 6/30/97.

Period Ending           Fund              S&P 500

      DATE         FRANKLIN EQUITY    S&P 500 STOCK
                    FUND CLASS I         INDEX
          7/1/87       $9,555             $10,000
         7/31/87       $10,087            $10,507
         8/31/87       $10,508            $10,899
         9/30/87       $10,272            $10,660
        10/31/87        $7,476            $8,364
        11/30/87        $6,848            $7,675
        12/31/87        $7,576            $8,259
         1/31/88        $7,846            $8,607
         2/29/88        $8,770            $9,008
         3/31/88        $8,855            $8,729
         4/30/88        $8,927            $8,826
         5/31/88        $8,841            $8,902
         6/30/88        $9,511            $9,311
         7/31/88        $9,340            $9,275
         8/31/88        $8,893            $8,960
         9/30/88        $9,296            $9,342
        10/31/88        $9,512            $9,601
        11/30/88        $9,238            $9,464
        12/31/88        $9,497            $9,630
         1/31/89       $10,130            $10,335
         2/28/89        $9,939            $10,077
         3/31/89       $10,071            $10,312
         4/30/89       $10,498            $10,847
         5/31/89       $10,954            $11,287
         6/30/89       $10,616            $11,222
         7/31/89       $11,323            $12,236
         8/31/89       $11,855            $12,475
         9/30/89       $11,551            $12,424
        10/31/89       $10,806            $12,136
        11/30/89       $10,912            $12,384
        12/31/89       $11,121            $12,681
         1/31/90       $10,384            $11,830
         2/28/90       $10,588            $11,983
         3/31/90       $11,090            $12,300
         4/30/90       $10,651            $11,994
         5/31/90       $11,576            $13,163
         6/30/90       $11,377            $13,075
         7/31/90       $11,298            $13,033
         8/31/90        $9,885            $11,855
         9/30/90        $9,235            $11,278
        10/31/90        $8,790            $11,229
        11/30/90        $9,600            $11,955
        12/31/90       $10,124            $12,288
         1/31/91       $11,171            $12,824
         2/28/91       $11,895            $13,741
         3/31/91       $12,040            $14,073
         4/30/91       $11,976            $14,107
         5/31/91       $12,603            $14,715
         6/30/91       $11,941            $14,041
         7/31/91       $12,282            $14,695
         8/31/91       $12,525            $15,044
         9/30/91       $12,314            $14,792
        10/31/91       $12,168            $14,991
        11/30/91       $11,601            $14,387
        12/31/91       $12,830            $16,032
         1/31/92       $12,899            $15,734
         2/29/92       $13,140            $15,937
         3/31/92       $12,727            $15,626
         4/30/92       $12,658            $16,086
         5/31/92       $12,624            $16,165
         6/30/92       $12,352            $15,924
         7/31/92       $12,682            $16,575
         8/31/92       $12,474            $16,235
         9/30/92       $12,630            $16,425
        10/31/92       $12,613            $16,481
        11/30/92       $13,150            $17,041
        12/31/92       $13,291            $17,251
         1/31/93       $13,384            $17,396
         2/28/93       $13,161            $17,632
         3/31/93       $13,570            $18,005
         4/30/93       $13,180            $17,569
         5/31/93       $13,570            $18,038
         6/30/93       $13,539            $18,090
         7/31/93       $13,352            $18,018
         8/31/93       $13,968            $18,701
         9/30/93       $13,763            $18,557
        10/31/93       $14,211            $18,941
        11/30/93       $14,472            $18,761
        12/31/93       $14,424            $18,988
         1/31/94       $14,847            $19,634
         2/28/94       $14,889            $19,101
         3/31/94       $14,065            $18,269
         4/30/94       $14,213            $18,502
         5/31/94       $14,129            $18,806
         6/30/94       $13,853            $18,345
         7/31/94       $14,044            $18,947
         8/31/94       $14,616            $19,724
         9/30/94       $14,319            $19,242
        10/31/94       $14,553            $19,675
        11/30/94       $14,213            $18,959
        12/31/94       $14,225            $19,240
         1/31/95       $14,225            $19,738
         2/28/95       $14,743            $20,508
         3/31/95       $15,308            $21,113
         4/30/95       $15,662            $21,734
         5/31/95       $16,298            $22,603
         6/30/95       $17,147            $23,127
         7/31/95       $17,858            $23,895
         8/31/95       $17,976            $23,955
         9/30/95       $18,616            $24,966
        10/31/95       $18,190            $24,876
        11/30/95       $18,734            $25,968
        12/31/95       $18,910            $26,469
         1/31/96       $19,340            $27,369
         2/29/96       $19,669            $27,624
         3/31/96       $19,669            $27,889
         4/30/96       $20,680            $28,299
         5/31/96       $21,085            $29,029
         6/30/96       $20,948            $29,139
         7/31/96       $19,528            $27,851
         8/31/96       $20,390            $28,439
         9/30/96       $21,759            $30,040
        10/31/96       $21,962            $30,869
        11/30/96       $23,738            $33,203
        12/31/96       $23,253            $32,545
         1/31/97       $24,800            $34,580
         2/28/97       $24,000            $34,849
         3/31/97       $23,253            $33,417
         4/30/97       $24,480            $35,412
         5/31/97       $26,533            $37,569
         6/30/97       $27,180            $39,252


GRAPHIC MATERIAL (3)

The following line graph hypothetically compares the performance of the
Franklin Equity Fund Class II shares to that of the S&P 500 Stock Index,
based on a $10,000 investment from 5/1/95 to 6/30/97.

Period Ending           Fund              S&P 500

      DATE         FRANKLIN EQUITY    S&P 500 STOCK
                    FUND CLASS II        INDEX
                    -------------        -----
      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           $13,223         $13,357
      6/30/96           $13,113         $13,407
      7/31/96           $12,221         $12,815
      8/31/96           $12,747         $13,085
      9/30/96           $13,607         $13,822
      10/31/96          $13,719         $14,203
      11/30/96          $14,818         $15,277
      12/31/96          $14,501         $14,975
      1/31/97           $15,453         $15,911
      2/28/97           $14,969         $16,035
      3/31/97           $14,484         $15,376
      4/30/97           $15,236         $16,294
      5/31/97           $16,506         $17,286
      6/30/97           $16,907         $18,060











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