FRANKLIN UNIVERSAL TRUST
N-30D, 1996-05-10
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                                                              MESSAGE
                                                              FROM THE PRESIDENT


Trust's Objective

The Franklin  Universal  Trust seeks to provide high current  income  consistent
with preservation of capital.


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


                                                                 April 15, 1996

Dear Shareholder:

It's a pleasure to bring you the semi-annual  report for the Franklin  Universal
Trust covering the six-month period ended February 29, 1996.

During this period,  equity and bond markets exhibited  continued  strength.  By
year-end, in fact, the Dow Jones Industrial Average(R) had broken the 5000-point
mark for the first time in history.  For the 12 months ended  February 29, 1996,
the Dow  Jones  recorded  a total  return  of  +40.13%,  and its  average  price
increased to 5485.62 on February 29, 1996,  from 4011.05 on February 28,  1995.*
Fixed-income  markets  followed suit,  with the unmanaged  Lehman  Brothers High
Yield  Corporate Bond Index gaining  +14.32% over the same period.  This index's
average price rose to 94.98 on February 29, 1996, from 89.20 one year earlier.

A number of  positive  economic  factors  influenced  this  strong  performance.
Inflation remained subdued at a mere 2.5%, unemployment was low at 5.4% in 1995,
and annualized  Gross  Domestic  Product slowed to 2.7% in the fourth quarter of
1995, down from 5.8% in the third quarter.  A slow economy  prompted the Federal
Reserve Board to lower  short-term  interest rates twice in 1995,  from 6.00% to
5.50%, and further, to 5.25%, in February of this year.


*Source: Wilshire Associates

As described in more depth in the Performance Summary on page 5, we are proud to
report that the Franklin  Universal Trust recorded a six-month  cumulative total
return of  +9.43%,  based on its  change in market  price on the New York  Stock
Exchange.  For the 12 months ended  February 29, 1996,  the Trust's total return
was  +19.69%.  This  performance  can be  largely  attributed  to its  strategic
investments  in  utility  stocks  (28.5% of total  net  assets)  and high  yield
corporate  bonds  (65.97%)  --  two  investment   sectors  that  performed  well
throughout the 12-month period.

Declining  interest  rates usually  result in higher  utility stock prices,  and
during the reporting  period,  they helped  sustain the rally that began in late
1994. In fact,  the Standard & Poor's  Utility Index  recorded a total return of
+28.06% for the 12 months ended February 29, 1996, and the Index's average price
rose to 195.58 on February 29,  1996,  from 160.09 one year  earlier.  Moreover,
greater competition within the industry has resulted in increased  earnings,  as
utility  companies  have  focused  their  attention  on  becoming  the  low-cost
providers  of power.  Competitive  pressures  have also  forced  some  utilities
companies to consolidate, furthering efforts to lower operating costs.

In managing the Trust's  utility stock  holdings,  which  comprised eight of the
Trust's top 10 holdings as of February 29, 1996, we continued to keep a watchful
eye on the industry's regulatory environment. We tended to focus specifically on
those  utilities  we  believed  were in the best  position  to handle  increased
competition.   Such  companies  tend  to  have  low  production  costs,   strong
entrepreneurial  management  teams,  and service  territories  located in growth
regions of the country.  We anticipate  these utility  companies  should produce
higher  total  returns  than their peers as they capture a larger part of a more
competitive marketplace.

Positive  trends in the high yield  corporate bond market also had a significant
impact on the Trust's  performance.  The  portfolio's  corporate  bond  holdings
represented 24 industries at the close of the reporting period, several of which
recorded strong returns.

For example,  the Trust's high yield bond holdings in the cable  television  and
media/broadcasting  sector (11.3% of total net assets)  continued to rally after
Congress  passed  the  Telecommunications  Act of 1996  in  February.  The  bill
proposes to increase competition and integration in the communications and media
markets. Management's selection of potential merger candidates had a significant
impact on the Trust and helped  improve its price per share.  Mergers often lead
to increased value for the purchased  company's bonds; as an example,  the value
of  the  Trust's   Continental   Cable  bonds   appreciated   sharply  following
announcement of the company's scheduled merger with U.S. West.


Franklin Universal Trust
Top 10 Company Holdings
As a percentage of total net assets
February 29, 1996

Company                             % of total
Industry                            net assets

Thermadyne Industries                    3.38%
Industrial (bond and stock)

Scana Corp.                              3.23%
Utility (stock)

Texas Utilities                          3.07%
Utility (stock)

DPL Inc.                                 2.70%
Utility (stock)

Southern Company                         2.63%
Utility (stock)

Wisconsin Energy                         2.52%
Utility (stock)

Cablevision Systems                      2.40%
Cable Television (bond and stock)

CINergy                                  2.33%
Utility (stock)

American Electric Power                  2.26%
Utility (stock)

Dominion Resources                       2.25%
Utility (stock)

  
For a complete list of the Trust's portfolio, please see page 9 of this report.


Health  care  securities  (5.6% of total net  assets)  also  experienced  strong
performance during the reporting period, as ongoing  consolidation  continued to
drive  this  sector  in  general.  Two  of the  Trust's  major  holdings,  OrNda
Healthcorp  (1.7% of total net assets) and Tenet  Healthcare  (1.5% of total net
assets),  performed  well,  and we anticipate  they should provide the fund with
solid upside potential through the remainder of the year.

This  discussion  reflects the  strategies  we employed for the Trust during the
past six months,  and includes our opinions for that period.  Since economic and
market conditions are constantly changing, our strategies,  and our evaluations,
conclusions  and  decisions  regarding  portfolio  holdings  will  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 for the Trust.  As you may know,  high yields
reflect the higher credit risks associated with certain  lower-rated  securities
in the Trust's  portfolio and, in some cases,  the lower market prices for these
securities.

Looking forward,  we anticipate low levels of inflation,  low interest rates and
slow to moderate  economic growth for the rest of 1996.  Although interest rates
rose temporarily following a  stronger-than-expected  employment report released
in March,  rates and bond yields may remain low in  response  to other  economic
indicators. As a result, we maintain a positive outlook for high yield corporate
bonds and utility stocks.

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

Sincerely,



Charles B. Johnson
President
Franklin Universal Trust


Performance Summary

The Franklin  Universal  Trust's  closing  price on the New York Stock  Exchange
(NYSE) rose to $9.250 per share on February 29,  1996,  from $8.875 per share on
August 31,  1995.  The  Trust's  net asset  value price per share (as opposed to
market price)  increased to $9.82 on February 29, 1996, from $9.36 on August 31,
1995. During the reporting period,  shareholders  received income  distributions
totaling 44.4 cents ($0.444) per share. Based on an annualization of the current
monthly  dividend of 6.7 cents  ($0.067) per share and the NYSE closing price of
$9.250 on February 29, 1996, the Trust's distribution rate was 8.69%.  Dividends
will  vary  based  on the  Trust's  earnings,  and  past  distributions  are not
indicative of future trends.

The Trust reported a cumulative  total return of +9.43% for the six-month period
ended February 29, 1996.  Total return reflects the change in the Trust's market
price on the NYSE. Based on the change in net asset value,  total return for the
same period was +9.82%.  All total return  calculations  assume  reinvestment of
dividends according to the terms specified in the Trust's dividend  reinvestment
plan.

While the  Franklin  Universal  Trust  may  occasionally  experience  short-term
volatility,  we are  confident  that its  performance  should be  rewarding  for
long-term investors.  For example, the Trust reported a total return of +114.67%
in market-price terms for the five years ended February 29, 1996. The NYSE share
price  increased  to $9.250 on February  29,  1996,  from $6.125 on February 28,
1991.


Franklin Universal Trust
Cumulative Total Returns1
Periods ended February 29, 1996

                                                      Since
                               One-      Five-      Inception
                               Year      Year       (9/23/88)

Based on
market value                   19.69%    149.62%     114.67%

Based on net
asset value                    21.30%    152.83%     145.25%

Distribution Rate2                   8.69%

1.  Cumulative  total returns show the change in value of an investment over the
periods  indicated.  These figures assume  reinvestment of dividends and capital
gains  according  to the terms  specified in the Trust's  dividend  reinvestment
plan.

2.  Distribution  rate is based on an  annualization  of the Trust's current 6.7
cents  per  share  monthly  dividend  and its NYSE  closing  price of  $9.250 on
February 29, 1996.


  
DIVIDEND REINVESTMENT PLAN

The  Fund's  Dividend  Reinvestment  Plan (the  "Plan")  offers you a prompt and
simple way to reinvest income dividends and capital gain distributions in shares
of the Fund. PNC Bank, National  Association (the "Plan Agent"),  c/o PFPC Inc.,
P.O.  Box  8950,  Wilmington,  Delaware  19899,  acts  as  your  Plan  Agent  in
administering  the Plan. All  reinvestments  are in full and fractional  shares,
carried to two decimal places. The complete Terms and Conditions of the Dividend
Reinvestment  Plan are contained in the Fund's  prospectus,  dated September 23,
1988,  used in  connection  with its  initial  public  offering.  A copy of that
prospectus  may be  obtained  from the Fund at the  address on the cover of this
report.

You are automatically enrolled in the Plan unless you elect to receive dividends
or  distributions in cash. If you own shares in your own name, you should notify
the Plan Agent, in writing, if you wish to receive dividends or distributions in
cash.

If the Fund declares an income dividend or a capital gains distribution  payable
in either the Fund's shares or in cash,  you, as a participant in the Plan, will
automatically  receive an equivalent amount of shares of the Fund. If the market
price per share on the valuation  date equals or exceeds the net asset value per
share on that  date,  the Fund will issue new shares to you at the higher of the
net asset value or 95% of the market price on the valuation  date. The valuation
date is generally  the payment date or, if that date is not a trading day on the
New York Stock Exchange,  the next preceding trading day. If the net asset value
per share  exceeds  the  market  price per  share at such  time,  or if the Fund
declares a dividend or distribution  payable only in cash, you will be deemed to
have  elected to receive  shares of the Fund  valued at the market  price on the
valuation  date,  purchased on your behalf by the Plan Agent in the open market.
If, before the Plan Agent has completed its purchases,  the market price exceeds
the net asset value per share,  the average per share purchase price paid by the
Plan Agent may exceed the net asset  value per share of the Fund,  resulting  in
the  acquisition of fewer shares than if the dividend or  distribution  had been
paid in shares issued by the Fund.

There  is no  direct  charge  to  participants  for  reinvesting  dividends  and
distributions,  since the Plan Agent's fees are paid by the Fund. However,  when
shares are purchased in the open market,  each  participant  will pay a pro rata
portion of any brokerage commissions incurred.

The  automatic  reinvestment  of dividends  and  distributions  does not relieve
shareholders  of liability for any taxes which may be payable on such  dividends
or distributions.  Generally,  income and capital gains resulting from dividends
and  distributions  received  in the form of  shares  of the  Fund are  realized
notwithstanding the fact that cash is not received by shareholders.

You will receive an annual account statement from the Plan Agent,  showing total
dividends and distributions,  date of investment,  shares acquired and price per
share, and total shares of record held by you and by the Plan Agent for you. You
are entitled to vote all shares of record, including shares purchased for you by
the Plan  Agent,  and,  if you vote by proxy,  your proxy will  include all such
shares.

As long as you  participate  in the Plan, the Plan Agent will hold the shares it
has acquired for you in safekeeping,  in non-certificated form. This convenience
provides added  protection  against loss,  theft or  inadvertent  destruction of
certificates.

You may withdraw from the Plan at any time,  without  penalty,  by notifying the
Plan Agent in writing at the address  above.  If you withdraw from the Plan, you
will receive a certificate  issued in your name for all full shares and the Plan
Agent will convert any  fractional  shares you hold at the time of withdrawal to
cash at the then current market price and send you a check for the proceeds.

If you hold shares in your own name, please address all notices, correspondence,
questions,  or other communications  regarding the Plan to the Plan Agent at the
address  noted above.  If shares are not held in your name,  you should  contact
your brokerage firm, bank, or other nominee for more information.


<TABLE>
<CAPTION>
FRANKLIN UNIVERSAL TRUST

Annual Meeting of Shareholders
February 15, 1996

1. Regarding the election of trustees who constitute the current Board of
Trustees

                                                            % of                                         Broker
                                      For           (%)     Voted   Against  (%)     Abstain      (%)   Non-Vote
- -----------------------------------------------------------------------------------------------------------------
<S>                             <C>               <C>      <C>         <C>    <C>  <C>           <C>        <C>
Frank H. Abbot                  22,200,312.118    82.900   97.850     -0-    -0-   487,621.990   2.150     -0-
Harris J. Ashton                22,386,115.745    83.590   98.670     -0-    -0-   301,818.363   1.330     -0-
S. Joseph Fortunato             22,384,676.838    83.590   98.660     -0-    -0-   303,257.270   1.340     -0-
David W. Garbellano             22,203,131.391    82.910   97.860     -0-    -0-   484,802.717   2.140     -0-
Edward B. Jamieson              22,344,342.735    83.440   98.490     -0-    -0-   343,591.373   1.510     -0-
Charles B. Johnson              22,398,703.673    83.640   98.730     -0-    -0-   289,230.435   1.270     -0-
Rupert H. Johnson, Jr.          22,398,198.467    83.640   98.720     -0-    -0-   289,735.641   1.280     -0-
Frank W. T. LaHaye              22,389,547.120    83.610   98.680     -0-    -0-   298,386.988   1.320     -0-
Gordon S. Macklin               22,247,229.729    83.080   98.060     -0-    -0-   440,704.379   1.940     -0-

2. Regarding the ratification of the selection of Coopers & Lybrand L.L.P.,
Certified Public Accountants, as the independent auditors for the Fund for the
fiscal year ending August 31, 1996

                                                                                           Broker
    For                   (%)    % of Voted     Against     (%)       Abstain       (%)   Non-Vote
   ------------------------------------------------------------------------------------------------ 
    <S>                 <C>        <C>        <C>          <C>      <C>            <C>        <C>
    22,254,197.541      83.100     98.090     79,949.585   .350     353,786.982    1.560     -0-
</TABLE>
<TABLE>
<CAPTION>
FRANKLIN UNIVERSAL TRUST

Statement of Investments in Securities and Net Assets, February 29, 1996
(unaudited)

   Shares,
  Warrants                                                                                             Value
  & Rights                                                                                           (Note 2)
- ---------------------------------------------------------------------------------------------------------------
     <S>         <C>                                                                                 <C>
                 Common Stocks, Warrants & Rights  35.3%
                 Automotive  .6%
     60,800    a Harvard Industries, Inc., Class B..............................................     $ 1,535,200
                                                                                                     ------------
                 Containers & Packaging  .3%
     92,274    a Gaylord Container Corp., warrants..............................................         899,672
                                                                                                     ------------
                 Energy  .8%
      9,000    a McMoRan Oil & Gas Co. .........................................................          27,000
     14,935    a Santa Fe Energy Resources, Inc. ...............................................         138,149
     66,600      Ultramar Corp. ................................................................       1,906,425
                                                                                                     ------------
                                                                                                       2,071,574
                                                                                                     ------------
                 Financial
     15,180  a,b Westfed Holdings, Inc., Series B...............................................              --
                                                                                                     ------------
                 Health Care  .3%
      4,066    a Kendall International, Inc., Class A, warrants.................................         319,396
      4,348    a Kendall International, Inc., Class B, warrants.................................         319,808
      2,456    a Kendall International, Inc., rights............................................         192,926
                                                                                                     ------------
                 Home Building  .3%
     67,247    a NVR, Inc. .....................................................................         672,470
     35,607    a NVR, Inc., warrants............................................................          53,411
                                                                                                     ------------
                                                                                                         725,881
                                                                                                     ------------
                 Industrial  .1%
      7,254    a Thermadyne Industries, Inc. ...................................................         134,199
                                                                                                     ------------
                 Lodging
        752    a Host Marriott Corp. ...........................................................           9,776
        752      Marriott International, Inc. ..................................................          36,942
                                                                                                     ------------
                                                                                                          46,718
                                                                                                     ------------
                 Metals & Mining  2.9%
    228,000      Driefontein Consolidated Mines, Ltd., ADR......................................       3,477,000
     26,059      East Daggafontein Mines, Ltd., ADR.............................................          68,974
    131,350      Free State Consolidated Gold Mines, Ltd., ADR..................................       1,264,244
      4,500      Freeport-McMoRan Copper & Gold, Inc. ..........................................         144,000
     63,156      Freeport-McMoRan Copper & Gold Inc., Class B...................................       2,060,465
     15,000      Freeport-McMoRan, Inc. ........................................................         639,375
      4,000    a Gulf States Steel, warrants....................................................          40,000
                                                                                                     ------------
                                                                                                       7,694,058
                                                                                                     ------------
                 Technology/Information Systems
     84,885    a Memorex Telex N.V., ADR........................................................        $ 82,237
                                                                                                     ------------
                 Telecommunications  1.3%
     40,600      BellSouth Corp. ...............................................................       1,618,924
        130      Nippon Telegraph & Telephone Corp. ............................................         989,628
     15,300      SBC Communications, Inc. ......................................................         839,588
                                                                                                     ------------
                                                                                                       3,448,140
                                                                                                     ------------
                 Transportation  .2%
      2,723    a Continental Airlines, Inc., Class A............................................         123,896
      7,580    a Continental Airlines, Inc., Class B............................................         363,840
                                                                                                     ------------
                                                                                                         487,736
                                                                                                     ------------
                 Utilities  28.5%
    138,600      American Electric Power Co., Inc. .............................................       5,942,475
    205,600      CINergy Corp. .................................................................       6,142,300
     79,700      Delmarva Power & Light Co. ....................................................       1,763,362
    150,000      Dominion Resources, Inc. ......................................................       5,925,000
    298,000      DPL, Inc. .....................................................................       7,114,750
     80,000      Duke Power Co. ................................................................       3,910,000
     74,600      Edison International...........................................................       1,305,500
     35,300      New England Electric System....................................................       1,363,463
     23,500      New Jersey Resources Corp. ....................................................         684,438
    175,000      New York State Electric & Gas Corp. ...........................................       4,134,375
     26,400      Peco Energy Co. ...............................................................         745,800
     77,000      Pinnacle West Capital Corp. ...................................................       2,184,875
    100,000      Public Service Co. of Colorado.................................................       3,525,000
    309,200      Scana Corp. ...................................................................       8,503,000
    289,300      Southern Co. ..................................................................       6,907,038
    200,200      Texas Utilities Co. ...........................................................       8,083,075
    229,400      Wisconsin Energy Corp. ........................................................       6,623,925
                                                                                                     ------------
                                                                                                      74,858,376
                                                                                                     ------------
                 Total Common Stocks, Warrants & Rights (Cost $80,464,754)......................      92,815,921
                                                                                                     ------------
                 Partnership Units  .2%
                 Financial
          5    b PG Partners, L.P., Preference Units (Cost $237,612)............................         452,400
                                                                                                     ------------
                 Preferred Stocks  7.2%
                 Automotive  .6%
     60,409      Harvard Industries, Inc., 14.25% pfd., PIK.....................................     $ 1,638,594
                                                                                                     ------------
                 Cable Television  1.2%
     30,000    c Cablevision Systems Corp., 11.125% pfd., PIK, Series L.........................       3,093,750
                                                                                                     ------------
                 Consumer Goods  1.1%
    420,000      RJR Nabisco Holdings, $0.6012 cvt. pfd., Series C..............................       2,887,500
                                                                                                     ------------
                 Energy  .7%
     12,200      Ashland Oil, Inc., $3.125 cum. cvt. pfd. ......................................         754,875
     20,000    c Occidental Petroleum Corp., $3.875 cvt. exch. pfd. ............................       1,195,000
                                                                                                     ------------
                                                                                                       1,949,875
                                                                                                     ------------
                 Financial  2.4%
     40,000      First Nationwide Bank, 11.50% pfd. ............................................       4,540,000
     60,000      Security Capital Pacific, 1.75% cvt. pfd., Series A............................       1,605,000
     49,806    b Westfed Holdings, Inc., 15.50% cum. senior pfd., Series A......................             498
                                                                                                   -------------
                                                                                                       6,145,498
                                                                                                   -------------
                 Media and Broadcasting  1.0%
      2,191      PanAmSat Corp.,12.75%, pfd., PIK...............................................       2,585,380
                                                                                                   -------------
                 Restaurants  .2%
     40,000      Flagstar Cos., Inc., $2.25 cvt. pfd., Series A.................................         560,000
                                                                                                   -------------
                 Total Preferred Stocks (Cost $19,772,687)......................................      18,860,597
                                                                                                   -------------
    Face
   Amount
  --------
                 Non-Convertible Bonds  80.5%
                 Automotive  1.6%
$ 3,800,000      SPX Corp., senior sub. notes, 11.75%, 06/01/02.................................       4,047,000
                                                                                                   -------------
                 Cable Television  6.4%
  5,000,000    d Bell Cablemedia, Plc., senior disc. notes, zero coupon to 07/15/99, (original
                  accretion rate 11.95%), 11.95% thereafter, 07/15/04...........................       3,700,000
  3,000,000      Cablevision Systems Corp., senior sub. deb., 9.875%, 04/01/23..................       3,225,000
  1,000,000      Comcast Corp., senior sub. deb., 9.50%, 01/15/08...............................       1,055,000
  2,000,000      Continental Cablevision, Inc., senior sub. deb., 11.00%, 06/01/07..............       2,310,000
  1,400,000      Continental Cablevision, Inc., senior sub. deb., 9.00%, 09/01/08...............       1,575,000
  2,400,000    e Rogers Cablesystems, Inc., senior secured deb. (Canada), 9.65%, 01/15/14.......       1,583,263
  3,000,000      Tele-Communications, Inc., senior deb., 9.80%, 02/01/12........................       3,464,424
                                                                                                   -------------
                                                                                                      16,912,687
                                                                                                   -------------
                 Cellular Telephones  3.6%
$ 6,000,000    d Comcast Cellular Corp., senior sub. deb., Series B, (original accretion rate 11.37%),
                  0.00%, 03/05/00 ..............................................................      $4,560,000
  3,000,000    d Nextel Communications, senior disc. notes, (original accretion rate 9.75%),
                  0.00%, 08/15/04 ..............................................................       1,792,500
  3,000,000      Rogers Cantel Mobile Communications, Inc., senior sub. notes, 10.75%, 11/01/01.       3,172,500
                                                                                                   -------------
                                                                                                       9,525,000
                                                                                                   -------------
                 Chemicals  4.6%
  3,000,000      Arcadian Partners, S.F., senior sub. notes, Series B, 10.75%, 05/01/05.........       3,322,500
  4,000,000      Harris Chemical North America, Inc., senior secured disc. notes, 10.25%, 07/15/01     4,040,000
    500,000      IMC Global, Inc., senior deb., 9.45%, 12/15/11.................................         542,500
  1,000,000      IMC Global, Inc., senior notes, 9.25%, 10/01/00................................       1,065,000
  1,500,000      IMC Global, Inc., senior notes, Series B, 10.125%, 06/15/01....................       1,661,250
  1,350,000      IMC Global, Inc., senior notes, Series B, 10.75%, 06/15/03.....................       1,512,000
                                                                                                   -------------
                                                                                                      12,143,250 
                                                                                                   -------------
                 Consumer Goods  4.5%
  2,750,000    d Coleman Holdings, Inc., senior secured disc. notes, (original accretion rate
                  10.875%), 0.00%, 05/27/98.....................................................       2,261,874
  1,700,000      Playtex Family Products Corp., senior sub. notes, 9.00%, 12/15/03..............       1,589,500
  3,000,000      Revlon Consumer Products Corp., senior sub. notes, Series B, 10.50%, 02/15/03..       3,135,000
  1,500,000    d Revlon Worldwide Corp., senior secured disc. notes, Series B, (original accretion
                  rate 12.00%), 0.00%, 03/15/98.................................................       1,207,500
  1,500,000      RJR Nabisco, Inc., senior notes, 9.25%, 08/15/13...............................       1,490,625
  2,000,000      Sealy Corp., senior sub. notes, 9.50%, 05/01/03................................       2,020,000
                                                                                                   -------------
                                                                                                      11,704,499
                                                                                                   -------------
                 Containers & Packaging  2.7%
  1,000,000      Container Corp. of America, guaranteed senior notes, Series A, 11.25%, 05/01/04       1,040,000
  3,000,000      Container Corp. of America, senior notes, 9.75%, 04/01/03......................       2,977,500
  3,000,000      Owens-Illinois, Inc., senior sub. notes, 9.75%, 08/15/04.......................       3,138,750
                                                                                                   -------------
                                                                                                       7,156,250
                                                                                                   -------------
                 Energy  1.4%
  3,500,000      Gulf Canada Resources, Ltd., senior sub. deb., 9.25%, 01/15/04.................       3,683,750
                                                                                                   -------------
                 Food & Beverages  4.1%
  1,600,000    f Beatrice Foods, Inc., S.F., senior sub. notes, 12.00%, 12/01/01................         472,000
    600,000      Curtice-Burns Foods, Inc., senior sub. notes, 12.25%, 02/01/05.................         594,000
  5,714,000    c Del Monte Corp., sub. notes, PIK, 12.25%, 09/01/02 ............................       4,114,080
  1,000,000      Dominick's Finer Foods, senior sub. notes, 10.875%, 05/01/05...................       1,085,000
$   300,000      Dr Pepper Bottling Co. of Texas, senior sub. notes, 10.25%, 02/15/00...........       $ 316,500
  1,500,000      PMI Acquisition Corp., guaranteed senior sub. notes, 10.25%, 09/01/03..........       1,582,500
  1,000,000      Specialty Foods Corp., senior sub. notes, Series B, 11.25%, 08/15/03...........         835,000
  2,000,000      Specialty Foods Corp., senior unsecured notes, Series B, 10.25%, 08/15/01......       1,775,000
                                                                                                   -------------
                                                                                                      10,774,080              
                                                                                                   -------------
                 Food Retailing  6.9%
  4,000,000      Brunos, Inc., senior sub. notes, 10.50%, 08/01/05..............................       3,900,000
    850,000      Doane Products Co., senior notes, 10.625%, 03/01/06............................         850,000
  2,000,000      Grand Union Co., senior notes, 12.00%, 09/01/04................................       1,655,000
  1,100,000      P & C Food Markets, Inc., senior sub. notes, 11.50%, 10/15/01..................       1,119,250
  4,000,000      Pathmark Stores, Inc., senior sub. notes, 9.625%, 05/01/03.....................       3,890,000
  1,000,000      Penn Traffic Co., senior notes, 8.625%, 12/15/03...............................         932,500
  2,000,000      Penn Traffic Co., senior notes, 10.375%, 10/01/04..............................       1,997,500
  2,000,000      Pueblo Xtra International, senior notes, 9.50%, 08/01/03.......................       1,850,000
  1,000,000      Ralphs Grocery Co., senior sub. notes, 11.00%, 06/15/05........................         950,000
  1,000,000      Ralphs Grocery Co., sub. notes, 10.45%, 06/15/04...............................         995,000
                                                                                                   -------------
                                                                                                      18,139,250
                                                                                                   -------------
                 Forest & Paper Products  8.2%
  3,000,000      Fort Howard Corp., senior sub. notes, 9.00%, 02/01/06..........................       2,958,750
  1,817,495      Fort Howard Corp., sub. deb., 11.00%, 01/02/02.................................       1,940,175
  4,000,000      Rapp International Finance, company guaranteed secured notes, 13.25%, 12/15/05.       3,980,000
  1,000,000      REPAP New Brunswick, senior notes, 9.875%, 07/15/00............................       1,015,000
  2,000,000      REPAP New Brunswick, senior notes, 10.625%, 04/15/05...........................       1,950,000
  1,000,000      REPAP New Brunswick, senior notes, FRN, 8.859%, 07/15/00.......................       1,005,000
  1,500,000      REPAP Wisconsin, Inc., senior secured notes, 9.25%, 02/01/02...................       1,458,750
    500,000      REPAP Wisconsin, Inc., senior secured notes, 9.875%, 05/01/06..................         481,250
  2,200,000      S.D. Warren Co., senior sub notes, 12.00%, 12/15/04............................       2,365,000
  4,000,000      Tjiwi Kimia International, guaranteed senior notes, 13.25%, 08/01/01...........       4,420,000
                                                                                                   -------------
                                                                                                      21,573,925
                                                                                                   -------------
                 Gaming & Leisure  3.8%
  4,000,000      Aztar Corp., senior sub. notes, 13.75%, 10/01/04...............................       4,440,000
  1,000,000      Players International, Inc., senior notes, 10.875%, 04/15/05...................         972,500
  4,000,000      Showboat, Inc., senior sub. notes, 13.00%, 08/01/09............................       4,660,000
                                                                                                   -------------
                                                                                                      10,072,500
                                                                                                   -------------
                 Health Care  5.2%
  4,000,000      Abbey Healthcare Group, Inc., senior sub. notes, 9.50%, 11/01/02...............       4,270,000
    698,924      Amerisource Distribution Corp., senior deb., PIK, 11.25%, 07/15/05.............         772,311
$ 4,000,000      OrNda Healthcorp., guaranteed senior sub. notes, 11.375%, 08/15/04.............     $ 4,540,000
    600,000      Tenet Healthcare Corp., senior notes, 8.625%, 12/01/03.........................         633,000
    500,000      Tenet Healthcare Corp., senior sub. notes, 9.625%, 09/01/02....................         555,000
  2,500,000      Tenet Healthcare Corp., senior sub. notes, 10.125%, 03/01/05...................       2,781,250
                                                                                                   -------------
                                                                                                      13,551,561
                                                                                                   -------------
                 Industrial  6.8%
  3,400,000      AAF-McQuay, Inc., senior notes, 8.875%, 02/15/03...............................       3,408,500
  3,000,000      American Standard, Inc., S.F., deb., 9.25%, 12/01/16...........................       3,082,500
  1,000,000    d American Standard, Inc., S.F., senior sub. deb., zero coupon to 06/01/98, (original
                  acretion rate 10.50%), 10.50% thereafter, 06/01/05............................         876,250
  2,400,000      Inter-City Products Corp., senior secured notes, 9.75%, 03/01/00...............       1,860,000
  3,631,000      Thermadyne Industries, Inc., senior notes, 10.25%, 05/01/02....................       3,685,465
  5,035,000      Thermadyne Industries, Inc., sub. notes, 10.75%, 11/01/03......................       5,060,175
                                                                                                   -------------
                                                                                                      17,972,890
                 Lodging  2.3%
  4,000,000      John Q. Hammons Hotels, first mortgage, 8.875%, 02/15/04.......................       4,040,000
  2,000,000      Red Roof Inns, senior notes, 9.625%, 12/15/03..................................       2,020,000
                                                                                                   -------------
                                                                                                       6,060,000
                                                                                                   -------------
                 Media & Broadcasting  4.5%
  2,000,000      American Media Operation, senior sub. notes, 11.625%, 11/15/04.................       2,100,000
  1,000,000      American Radio Systems, senior sub. notes, 9.00%, 02/01/06.....................         992,500
  3,000,000      New World Communications Group, Inc., senior notes, 11.00%, 06/30/05...........       3,195,000
  4,000,000    d PanAmSat Capital Corp., L.P., senior sub. disc. notes, zero coupon to 08/01/98,
                  (original accretion rate 11.375%), 11.375% thereafter, 08/01/03...............       3,420,000
  2,000,000      Turner Broadcasting Systems, Inc., senior deb., 8.40%, 02/01/24................       2,030,000
                                                                                                   -------------
                                                                                                      11,737,500
                                                                                                   -------------
                 Metals & Mining  4.4%
  5,000,000    d Acme Metals, Inc., guaranteed senior secured disc. notes, zero coupon to 08/01/97,
                  (original accretion rate 13.50%), 13.50% thereafter, 08/01/04.................       4,400,000
  3,000,000      Envirosource, Inc., senior notes, 9.75%, 06/15/03..............................       2,760,000
  4,000,000      Gulf States Steel, units, 13.50%, 04/15/03.....................................       3,680,000
    615,000      UCAR Global Enterprises, senior sub. notes, 12.00%, 01/15/05...................         719,550
                                                                                                   -------------
                                                                                                      11,559,550
                                                                                                   -------------
                 Publishing-Newspaper  .4%
  1,000,000      Hollinger International Publishing, senior sub. notes, 9.25%, 02/01/06.........       1,005,000
                                                                                                   -------------
                 Restaurants  3.0%
$ 2,199,275    b Atherton Franchise Capital, L.P., 11.00%, 05/01/06.............................     $ 1,847,391
  2,000,000      Family Restaurants, Inc., senior notes, 9.75%, 02/01/02........................       1,240,000
  1,500,000      Flagstar Corp., senior notes, 10.875%, 12/01/02................................       1,357,500
  1,510,000      Flagstar Corp., S.F., senior sub. deb., 11.25%, 11/01/04.......................       1,026,800
  2,500,000      Foodmaker, Inc., S.F., senior sub. notes, 9.25%, 03/01/99......................       2,456,250
                                                                                                   -------------
                                                                                                       7,927,941
                                                                                                   -------------
                 Technology/Information Systems  .8%
  2,000,000      ADT Operations, Ltd., guaranteed senior sub. notes, 9.25%, 08/01/03............       2,140,000
                                                                                                   -------------
                
                 Textiles & Apparel1  .6%
  1,550,000    f Forstmann Textile & Co., Inc., S.F., senior sub. notes, 14.75%, 04/15/99.......         426,250
  2,567,000      JPS Textile Group, Inc., S.F., disc. notes, 10.85%, 06/01/99...................       1,681,385
  1,000,000      WestPoint Stevens, Inc., senior notes, 8.75%, 12/15/01.........................       1,017,500
  1,000,000      WestPoint Stevens, Inc., senior sub. deb., 9.375%, 12/15/05....................       1,005,000
                                                                                                   -------------
                                                                                                       4,130,135
                                                                                                   -------------
                 Transportation  1.8%
  1,000,000      Delta Airlines, Inc., S.F., pass-through equipment trust, 10.06%, 01/02/16.....       1,173,010
  3,000,000      Delta Airlines, Inc., S.F., pass-through equipment trust, 10.50%, 04/30/16.....       3,644,597
                                                                                                   -------------
                                                                                                       4,817,607
                                                                                                   -------------
                 Utilities  1.9%
  2,000,000      El Paso Electric Co., first mortgage, Series E, 9.40%, 05/01/11................       2,070,000
    830,748      Midland CoGeneration Venture, S.F., deb., Series C, 10.33%, 07/23/02...........         875,586
  2,000,000      Midland CoGeneration Venture, S.F., secured lease obligation, Series A,
                  11.75%, 07/23/05..............................................................       2,143,694
                                                                                                   -------------
                                                                                                       5,089,280
                                                                                                   -------------
                       Total Non-Convertible Bonds (Cost $207,821,511)..........................     211,723,655
                                                                                                   -------------
                 Convertible Bonds  1.7%
                 Electronics  .6%
  1,500,000    c Dovatron International, Inc., cvt. sub. notes, 6.00%, 10/15/02.................       1,601,250
                                                                                                   -------------
                 Financial  .3%
  1,000,000    c Peregrine Investment Finance, cvt. guaranteed, 4.50%, 12/01/00.................         862,500
                                                                                                   -------------
                 Health Care  .1%
    200,000      Sun Healthcare Group, Inc., cvt. sub. notes, 6.00%, 03/01/04...................         172,000
                                                                                                   -------------
                 Media & Broadcasting  .3%
  1,000,000    c All American Communications, Inc., cvt. sub. notes, 6.50%, 10/01/03............         885,000
                                                                                                   -------------
                 Technology/Information Systems  .4%
$   700,000    c Altera Corp., cvt. sub. notes, 5.75%, 06/15/02.................................     $ 1,001,000
                                                                                                   -------------
                         Total Convertible Bonds (Cost $4,318,916)..............................       4,521,750
                                                                                                   -------------
                         Total Bonds (Cost $212,140,427)........................................     216,245,405
                                                                                                   -------------
                 Foreign Government Agencies  .3%
  4,350,000    e ESCOM, E168, utility deb. (South Africa), 11.00%, 06/01/08 (Cost $1,026,906)...         888,872
                                                                                                   -------------
                         Total Investments before Repurchase Agreements (Cost $313,642,386).....     329,263,195
                                                                                                   -------------
               g Receivables from Repurchase Agreements2.6%
  6,892,321      Joint Repurchase Agreement, 5.418%, 03/01/96, (Maturity Value $6,858,967)
                 (Cost $6,857,935)
                  BA Securities, Inc., (Maturity Value $1,095,598)
                   Collateral: U.S. Treasury Notes, 5.625% - 8.50%, 11/15/96 - 07/31/00
                  BT Securities Corp., (Maturity Value $1,095,598)
                   Collateral: U.S. Treasury Notes, 5.00%, 02/15/99
                  Chase Securities, Inc., (Maturity Value $285,379)
                   Collateral: U.S. Treasury Notes, 6.875% - 7.75%, 10/31/96 - 11/30/99
                  Daiwa Securities America, Inc., (Maturity Value $1,095,598)
                   Collateral: U.S. Treasury Bills, 04/18/96 - 05/30/96
                  Donaldson, Lufkin & Jenrette Securities Corp., (Maturity Value $1,095,598)
                   Collateral: U.S. Treasury Bills, 05/02/96 - 09/19/96
                               U.S. Treasury Notes, 6.125% - 7.50%, 05/31/97 - 10/31/99
                  Fuji Securities, Inc., (Maturity Value $1,095,598)
                   Collateral: U.S. Treasury Notes, 5.875% - 7.75%, 12/31/96 - 11/30/99
                  SBC Capital Markets, Inc., (Maturity Value $1,095,598)
                   Collateral: U.S. Treasury Notes, 5.625% - 6.50%, 06/30/97 - 08/15/97.........       6,857,935
                                                                                                   -------------
                            Total Investments (Cost $320,500,321)127.8%.........................     336,121,130
                            Liabilities in Excess of Other Assets(27.8)%........................    (73,044,908)
                                                                                                   -------------
                            Net Assets  100.0%..................................................    $263,076,222
                                                                                                   =============
                 At February  29,1996 the net unrealized  appreciation  based on the cost of
                  investments for income tax purposes of $320,531,260 was as follows:
                    Aggregate gross unrealized appreciation for all investments in which there was
                     an excess of value over tax cost ..........................................    $ 35,802,893
                    Aggregate gross unrealized depreciation for all investments in which there was
                     an excess of tax cost over value...........................................    (20,213,023)
                                                                                                   -------------
                    Net unrealized appreciation.................................................... $ 15,589,870
                                                                                                   =============


PORTFOLIO ABBREVIATIONS:
FRN - Floating Rate Note
L.P.- Limited Partnership
PIK - Payment-in-Kind
S.F.- Sinking Fund






aNon-income producing.
bSee Note 8 regarding restricted securities.
cSee Note 9 regarding Rule 144A securities.
dZero coupon/step-up bonds. The current effective yield may vary. The original accretion rate will remain constant.
eFace amount is stated in foreign currency and value is stated in U.S. dollars.
fSee Note 10 regarding defaulted securities.
gFace amount for repurchase agreements is for the underlying collateral. See
Note 2(f) regarding joint repurchase agreement.

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



FRANKLIN UNIVERSAL TRUST

Financial Statements

Statement of Assets and Liabilities
February 29, 1996 (unaudited)

Assets:
 Investments in securities, at value
  (identified cost $313,642,386)          $329,263,195
 Receivables from repurchase agreements,
  at value and cost                          6,857,935
 Receivables:
  Dividends and interest                     5,263,146
 Unamortized note issuance costs (Note 3)      310,023
                                          ------------
                                                                       
     Total assets                          341,694,299
                                          ------------
Liabilities:
 Payables:
  Notes (Note 3)                            74,967,411
Accrued interest (Note 3)                    2,109,375
Investment securities purchased              1,253,555
Management fees                                213,854
 Accrued expenses and other liabilities         73,882
                                          ------------
Total liabilities                           78,618,077
                                          ------------
Net assets, at value                      $263,076,222
                                          ============
Net assets consist of:
 Undistributed net investment income      $  1,028,488
 Unrealized appreciation on investments
  and translation of assets and liabilities
  denominated in foreign currencies         15,619,209
 Net realized loss from  investments and
  foreign currency transactions              (442,614)
 Capital shares                                267,793
 Additional  paid-in  capital              246,603,346
                                          ------------
Net assets, at value                      $263,076,222
                                          ============
Net asset value per share
 ($263,076,222 / 26,779,333 shares
 of beneficial interest outstanding)             $9.82
                                          ============


Statement of Operations
for the six months ended February 29, 1996 (unaudited)

Investment income:
 Dividends, net of foreign taxes
  withheld of $657              $ 3,164,460
 Interest                        11,416,738
                                -----------
       Total income                        $14,581,198
Expenses:
 Management fees (Note 5)         1,252,267
 Shareholder servicing costs         58,428
 Reports to shareholders             35,617
 Professional fees                   22,773
 Custodian fees                      15,225
 Trustees' fees and expenses         10,950
 Amortization of notes
 issuance costs                      62,028
 Other                               37,851
                                -----------
 Operating expenses               1,495,139
 Interest expense (Note 3)        2,115,877
                                -----------
Total expenses                               3,611,016
                                           -----------
 Net investment income                      10,970,182
                                           -----------
Realized and unrealized gain
 from investments and
 foreign currency:
  Net realized gain (loss) from:
   Investments                               4,093,424
   Foreign currency transactions               (1,435)
Net unrealized appreciation
 (depreciation) on:
  Investments                                9,172,314
  Translation of assets and
   liabilities denominated in
   foreign currencies                          (1,759)
                                           -----------
Net realized and unrealized
 gain from investments and
 foreign currency                           13,262,544
                                           -----------
Net increase in net assets
 resulting from operations                 $24,232,726
                                           ===========






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

Financial Statements (cont.)

Statements of Changes in Net Assets for the six months ended February 29, 1996
(unaudited) and the year ended August 31, 1995

                            Six months        Year
                               ended          ended
                              2/29/96        8/31/95
                           -----------     -----------
Increase (decrease) 
 in net assets:
Operations:
 Net investment income     $ 10,970,182   $ 22,806,562
 Net realized gain from
  investments and foreign
  currency transactions       4,091,989      5,243,923
 Net unrealized appre-
  ciation on investments
  and translation of
  assets and liabilities
  denominated in
  foreign currencies          9,170,555     11,072,599
                             -----------   -----------
       Net increase
        in net assets
        resulting from
        operations           24,232,726     39,123,084
 Distributions to
  shareholders from
  undistributed net
  investment income        (11,890,024)   (21,691,260)
                           -----------     -----------
       Net increase
        in net assets        12,342,702     17,431,824
Net assets:
 Beginning of period        250,733,520    233,301,696
                            -----------    -----------
 End of period (including
  undistributed net
  investment income of
  $1,028,488 at 2/29/96
  and $1,948,330 at
  8/31/95)                 $263,076,222   $250,733,520
                           ============   ============


Statement of Cash Flows
for the six months ended February 29, 1996 (unaudited)

Interest and dividends received           $ 12,146,593
Operating expenses paid                     (1,448,763)
Interest expense paid                       (2,109,375)
                                          -------------
         Cash provided - operations          8,588,455
                                          -------------
Investment purchases                      (693,358,877)
Investment sales                           696,660,446
                                          -------------
         Cash provided - investments         3,301,569
                                          -------------
Distributions to shareholders              (11,890,024)
                                          -------------
         Cash used - financing activities  (11,890,024)
Net change in cash                                  --
Cash at beginning of period                         --
                                           ------------
Cash at end of period                       $       --
                                           ============






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

Notes to Financial Statements (unaudited)


NOTE 1 - ORGANIZATION

Franklin Universal Trust (the Fund) was organized as a Massachusetts business
trust on April 26, 1988, and is registered as a diversified, closed-end
management investment company under the Investment Company Act of 1940. The Fund
has two classes of securities: senior fixed-rate notes and shares of beneficial
interest (the Shares).


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

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 Trustees (the Board). Securities for which
market quotations are not available 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.

The fair values of securities restricted as to resale are determined following
procedures established by the Board.

b. 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.

c. Investment Income, Expenses and Distributions:

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

Net investment income differs for financial statement and tax purposes primarily
due to differing treatments of defaulted securities and foreign currency
transactions - see Note 10.

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

d. 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 shareholders which will be sufficient to relieve the
Fund from income and excise taxes.

e. 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


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (cont.)

e. Foreign Currency Translation: (cont.)

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
denominated 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 and 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.

f. 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 February 29, 1996, all outstanding repurchase agreements held by the
Fund, had been entered into on that date.


NOTE 3 - SENIOR FIXED-RATE NOTES

On August 30, 1993, the Fund issued $75 million aggregate principal amount of a
new class of five-year senior notes (the Notes) and received proceeds of
$74,522,250 after deduction of underwriting commissions and discounts. The Notes
are general unsecured obligations of the Fund and rank senior to all existing or
future unsecured indebtedness of the Fund. The Notes are senior to the Shares
and, in any liquidation of the Fund, the Notes must be paid in full before any
payments would be made with respect to the Shares.

The Notes carry a rating by Standard & Poor's Corporation of "AAA" and bear
interest, payable semi-annually, at the rate of 5.625% per annum, to maturity on
September 1, 1998. The market value of the Notes as of February 29, 1996, is
$74,557,500. Under the Investment Company Act of 1940, the Fund is required to
maintain asset coverage for the Notes of at least 300%. In addition, pursuant to
the agreement with respect to the Notes, the Fund is required to maintain on a
semi-monthly basis a specified discounted asset value for its portfolio that
equals or exceeds an amount determined under guidelines established by Standard
& Poor's Corporation. The Fund has met these requirements during the six months
ended February 29, 1996.

The costs of $620,282 incurred by the Fund in connection with the issuance of
the Notes are deferred and amortized on a straight-line basis over the term of
the notes.

The discount relating to the issuance of these Notes, which amounted to $65,250,
is being amortized to interest expense over a period of five years from August
30, 1993.


NOTE 4 - DISTRIBUTIONS AND CAPITAL LOSS CARRYOVERS

At August 31, 1995, for tax purposes, the Fund had a capital loss carryover of
$4,518,776 expiring in 2000. For tax purposes, the aggregate cost of securities
is higher (and unrealized appreciation is lower) than for financial reporting
purposes at February 29, 1996 by $30,939.


NOTE 5 - TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

Under the terms of an agreement, Franklin Advisers, Inc. (Advisers), provides
investment advice, administrative services, office space and facilities to the
Fund, and receives fees computed weekly and payable monthly at an annualized
rate of 0.75% of the Fund's average weekly net assets (total assets less
liabilities other than the principal amount of the Notes). Fees incurred by the
Fund pursuant to this agreement aggregated $1,252,267 for the six months ended
February 29, 1996. Certain officers and Trustees of the Fund are also officers
and/or directors of Advisers, a wholly owned subsidiary of Franklin Resources,
Inc.


NOTE 6 - TRUST SHARES

At February 29, 1996, there was an unlimited number of shares of $.01 par value
authorized. At February 29, 1996, no shares were issued pursuant to the Fund's
Dividend Reinvestment Plan; all reinvested dividends were satisfied with
previously issued shares purchased in the open market pursuant to such Plan.


NOTE 7 - STATEMENT OF CASH FLOWS

The Fund's financial statements for the six months ended February 29, 1996
include a Statement of Cash Flows in compliance with SFAS 102. Cash provided
from operations differs from net investment income because of amortization of
bond discount, amortization of note issuance costs, commissions and discounts,
bonds paid-in-kind, stock dividends and year-end income and expense accrual
changes amounting to $2,381,727.


NOTE 8 - RESTRICTED SECURITIES

A restricted security is a security which has not been registered with the
Securities and Exchange Commission pursuant to the Securities Act of 1933 (1933
Act). The Fund may purchase restricted securities through a private offering
which cannot be sold without prior registration under the 1933 Act unless such
sale is pursuant to an exemption therefrom. Subsequent costs of registration of
such securities are borne by the issuer. A secondary market exists for certain
privately placed securities. The Fund values these restricted securities as
disclosed in Note 2. At February 29, 1996, the Fund held restricted securities
with a value aggregating $2,299,791, representing .87% of the Fund's net assets.
Such securities are:
<TABLE>
<CAPTION>
    Face                                                                    Acquisition
   Amount     Security                                                         Date         Cost         Value
  --------    --------------------------------------------                    -------     --------     --------
 <S>          <C>                                                            <C>         <C>          <C>  
 $2,199,275   Atherton Franchise Capital, L.P., 11.00%, 05/01/06.........    04/28/94    $2,199,275   $1,847,391

    Units
  --------
          5   PG Partners, L.P., Preference Units........................    03/31/93       237,612      452,400

</TABLE>


NOTE 9 - RULE 144A SECURITIES

Rule 144A of the 1933 Act provides a non-exclusive safe harbor exemption from
the registration requirements for specified resale of restricted securities to
qualified institutional investors. The Fund values these securities as disclosed
in Note 2. At February 29, 1996, the Fund held 144A securities with a value
aggregating $12,752,580, representing 4.85% of the Fund's net assets. See the
accompanying Statement of Investments in Securities and Net Assets for specific
information on such securities.

NOTE 10 - CREDIT RISK AND DEFAULTED SECURITIES

Although the Fund has a diversified portfolio, 65.97% of its portfolio is
invested in lower rated and comparable quality unrated high yield securities.
Investments in higher yield securities are accompanied by a greater degree of
credit risk and such lower quality securities tend to be more sensitive to
economic conditions than higher rated securities. The risk of loss due to
default by the issuer may be significantly greater for holders of high yielding
securities, because such securities are generally unsecured and are often
subordinated to other creditors of the issuer. At February 29, 1996, the Fund
held two defaulted securities issued by two companies with a value aggregating
$898,250 representing .34% of the Fund's net assets. These securities are
identified on the accompanying Statement of Investments in Securities and Net
Assets.

<TABLE>
<CAPTION>
NOTE 11 - FINANCIAL HIGHLIGHTS Selected data for a share of beneficial interest
outstanding throughout each period are as follows:
                                                                              Period Ended August 31,         
                                            Six Months Ended  ---------------------------------------------------                 
                                            February 29, 1996  1995       1994      1993       1992       1991
                                            ----------------- -------   -------    -------    -------    -------
<S>                                              <C>          <C>        <C>        <C>       <C>        <C>
Per Share Operating Performance:
Net asset value, beginning of period.....        $9.36        $8.71      $9.81      $8.94     $7.50      $7.01
                                              -----------     -------   -------    -------    -------    -------
 Net investment income...................         0.41         0.85      0.84        0.88      0.80       0.84
 Net realized and unrealized gain (loss)
  on securities...........................        0.49         0.61     (1.08)       0.74      1.465      0.654
                                              -----------     -------   -------    -------    -------    -------
Total from investment operations.........         0.90         1.46     (0.24)       1.62      2.265      1.494
                                              -----------     -------   -------    -------    -------    -------
Less distributions:
 From net investment income..............        (0.44)       (0.81)    (0.86)      (0.750)   (0.797)    (0.934)
 From return of capital..................           --           --        --          --     (0.028)    (0.070)
                                              -----------     -------   -------    -------    -------    -------
Total distributions......................        (0.44)       (0.81)    (0.86)      (0.750)   (0.825)    (1.004)
                                              -----------     -------   -------    -------    -------    -------
Net asset value, end of period...........        $9.82        $9.36     $8.71       $9.81     $8.94      $7.50
                                              ===========     =======   =======    =======    =======    =======
Market value per share, end of period1...        $9.25        $8.875    $8.125      $9.50     $8.50      $7.25
                                              ===========     =======   =======    =======    =======    =======
Total Investment Return:
 Based on market value per share2........         9.43%       20.42%    (5.60)%     21.16%    32.39%     26.47%
Ratio to Average Net Assets:
 Expenses................................         2.17%+       2.26%     2.30%       3.24%     3.36%      4.01%
 Net investment income...................         6.58%+       7.30%     7.04%       7.39%     7.28%      9.04%
Supplemental Data:
 Net assets at end of period (000's omitted)   $263,076     $250,734   $233,302   $262,793   $239,486   $200,891
 Portfolio turnover rate.................         8.83%       27.41%    36.76%      39.49%    30.44%     38.57%
 Average commission rate4 ...............         $.0545         --        --         --         --         --
 Total debt outstanding at end of period
  (000's omitted).........................     $ 74,967     $ 74,961   $ 74,948   $ 74,523   $ 71,475   $ 71,356
 Asset coverage per $1,000 of debt ......      $  3,509      $ 3,345    $ 3,113    $ 3,526    $ 3,351    $ 2,815
</TABLE>

<TABLE>
<CAPTION>
NOTE 11 - FINANCIAL HIGHLIGHTS (cont.)
(For Notes outstanding throughout the year)

                          Face Amount of    Average Monthly    Average Monthly   Average Amount of
                 Period  Notes Outstanding  Face Amount of     Number of Shares   Notes Per Share
                 Ended    End of Period    Notes Outstanding     Outstanding     During the Period
                 -----    -------------    -----------------   ---------------   -----------------
                 <S>      <C>                <C>                 <C>                  <C>  
                 1991     $71,600,000        $72,550,000         26,698,150           $2.72
                 1992     $71,600,000        $71,600,000         26,779,333           $2.67
                 1993     $75,000,000        $71,883,333         26,779,333           $2.68
                 1994     $75,000,000        $75,000,000         26,779,333           $2.80
                 1995     $75,000,000        $75,000,000         26,779,333           $2.80
                 19963    $75,000,000        $75,000,000         26,779,333           $2.80

</TABLE>





+Annualized.

1Based on last sale on the New York Stock Exchange.
2Total return measures the change in value of an investment over the periods
indicated. It is not annualized. It reflects the change in market value of the
capital shares, and assumes reinvestment of dividends and capital gains in
accordance with the dividend reinvestment plan as stated in the Prospectus.
3For the six months ended February 29, 1996.
4Represents the average broker commission rate per share paid by the Fund in
connection with the execution of the Fund's portfolio transaction in equity
securities.
                                                            





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