FRANKLIN PRINCIPAL MATURITY TRUST
N-30D, 1997-07-31
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Manager's Discussion

Your Fund's Objective: The Franklin Principal Maturity Trust's primary objective
is to manage a portfolio of  securities  with the goal of  returning  $10.00 per
share to investors  on or shortly  before May 31, 2001,  while  providing  high,
monthly income. No assurances can be made that the fund will achieve this goal.


Dear Shareholder:

It's a pleasure to bring you the Franklin Principal Maturity Trust's semi-annual
report for the period ended May 31, 1997. 

The expanding U.S. economy showed few signs of inflationary  pressure during the
reporting period.  However, the Federal Reserve (the Fed) worried that continued
growth  might  create  new price or wage  increases.  In March,  the Fed  raised
short-term  interest  rates by 25 basis  points,  from  5.25% to 5.50%.  Despite
continued low inflation,  interest rates experienced a moderate increase for the
period,  in part because of the Fed's small rate hike.  Within this environment,
the fund generated a positive  cumulative  total return of +9.43%,  based on its
change in market price on the New York Stock Exchange for this reporting  period
ended May 31, 1997.

The fund's  portfolio  remained largely  unchanged during the six-month  period.
Anticipating  continued  economic  growth,  we maintained  several holdings that
could do well in the  nation's  expansionary  environment,  including  Lone Star
Cement;  Carson Pirie Scott & Co., a Midwest department store chain; and Rexene,
a chemical  company that produces  plastics used chiefly in consumer goods.  Two
positions  that  performed  exceptionally  well during the reporting  period are
homebuilder,  NV Ryan, and Boeing supplier,  Ladish.  During the period, NV Ryan
reached an attractive  selling price, and we liquidated our position for a gain.
As a supplier to Boeing Co., Ladish benefited  significantly from Boeing's heavy
back  log of  orders,  and at the  close of the  period,  we  remain  optimistic
regarding its future.

Although  the fund enjoyed  several  successes  over the period,  not all of our
holdings  performed as well as we had hoped. The fund realized a net loss on our
position in Harvard Industries. Its strong, past performance and the high yields
of its securities originally attracted us to the company. Unfortunately, Harvard
Industries  was  encumbered  by  unexpectedly  heavy  losses from an ill advised
takeover of another company, Doehler-Jarvis. Upon the take over, Harvard assumed
numerous  non-performing  contracts,  eventually  forcing  it  into  Chapter  11
bankruptcy.

With our fund  objective of returning  $10.00 per share drawing near, we plan to
become more conservative in our portfolio  selections.  In the future, we intend
to  focus  on more  defensive  investments,  to  facilitate  liquidation  of the
portfolio by May 2001. With this goal in mind, we are already working on raising
the credit quality standards for the high yield bonds we own.

This discussion  reflects the strategies we employed for the fund during the six
months  under  review,  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.

Sincerely,

Charles B. Johnson
President
Franklin Principal Maturity Trust

GRAPHIC MATERIAL 1 OMITTED - SEE APPENDIX AT END OF DOCUMENT

Dividend Distributions
12/1/96 - 5/31/97

                   Dividend
Month             per Share
- -----------------------------
December            4.5 cents

January             4.5 cents

February            4.5 cents

March               4.5 cents

April               4.5 cents

May                 4.5 cents
- -----------------------------
Total              27.0 cents


Past performance is not predictive of future results.


Performance  Summary

We are  pleased  to  report  that the  Franklin  Principal
Maturity  Trust's share price on the New York Stock Exchange (NYSE) increased 50
cents,  from $8.25 on November 30, 1996,  to $8.75 on May 31, 1997.  The Trust's
net asset value per share decreased 40 cents, from $9.57, to $9.17, for the same
period.

During the reporting period,  the Trust distributed income dividends totaling 27
cents  ($0.27)  per  share.  Dividends  will vary based on the  earnings  of the
portfolio, and past distributions are not predictive of future trends.

Based on an  annualization  of May's  monthly  dividend of 4.5 cents ($0.045 per
share)  and the  NYSE  closing  price  of $8.75  on May 31,  1997,  the  Trust's
distribution rate was 6.17%.

The Franklin  Principal  Maturity  Trust  reported a cumulative  total return of
+9.43% for the six-month  period ended May 31, 1997.  Total return  reflects the
change in the Trust's share price on the NYSE.  Based on the change in net asset
value (as opposed to market  price),  the  six-month  total  return for the same
period was -1.16%.  All total returns assume the  reinvestment  of dividends and
capital gains at market price on the reinvestment date.

We urge you to view your investment in Franklin  Principal Maturity Trust with a
long-term perspective. As the table below shows, the Trust reported a cumulative
total return of 91.43%, based on net asset value, since its inception on January
19, 1989.

Periods ended May 31, 1997

                                                          Since
                                                       Inception
                                      1-Year  5-Year   (1/19/89)
- ----------------------------------------------------------------

Cumulative Total Return 1

 Based on change in net asset value   9.10%   53.68%    91.43%
 Based on change in market price     22.35%   56.31%    68.28%
Average Annual Total Return 1
 Based on change in net asset value   9.10%    8.97%     8.16%
 Based on change in market price     22.35%    9.34%     6.49%
Distribution Rate 2                   6.17%

1. Total return calculations represent the change in value of an investment over
the periods indicated and assume  reinvestment of all  distributions,  at market
price on the reinvestment date.

2.  Distribution rate is based on the annualization of the Trust's May 4.5 cents
per share  monthly  dividend and the New York Stock  Exchange  closing  price of
$8.75 on May 31, 1997.



Franklin Principal Maturity Trust
Statement of Investments in Securities and Net Assets, May 31, 1997 (unaudited)


<TABLE>
<CAPTION>


  SHARES/                                                                                               VALUE
 WARRANTS                                                                                             (NOTE 1)
 <S>            <C>                                                                                  <C>
                     Common Stocks & Warrants  26.4%
                     Aerospace/Defense  7.4%
  2,144,000     a,g  Ladish Co., Inc. ...........................................................    $ 4,824,000
        895     a,g  Ladish Co., Inc., warrants .................................................      9,176,979
      5,000     a    Sabreliner Corp., warrants .................................................         37,500
                                                                                                   -------------
                                                                                                      14,038,479
                                                                                                   -------------
                     Chemicals  3.8%
      4,942     a    Lanesborough Corp. .........................................................             49
    475,000          Rexene Corp. ...............................................................      7,065,625
                                                                                                   -------------
                                                                                                       7,065,674
                                                                                                   -------------
                     Commercial Services  1.8%
    227,991     a    Emcor Group, Inc. ..........................................................      3,284,507
                                                                                                   -------------
                     Electronics  0.1%
     27,620     a    Ampex Group, Inc. ..........................................................        177,804
                                                                                                   -------------
                     Forest/Paper Products  0.4%
    357,221     a    WTD Industries, Inc. .......................................................        781,421
                                                                                                   -------------
                     Industrial  6.3%
    286,075          Lone Star Industries, Inc. .................................................     11,371,481
    274,444     a,c,gTriangle Wire & Cable Corp. ................................................        411,666
                                                                                                   -------------
                                                                                                      11,783,147
                                                                                                   -------------
                     Real Estate
     65,393     a    XRC Corp. ..................................................................            654
                                                                                                   -------------
                     Retail  5.2%
    300,510     a    Carson Pirie Scott & Co. ...................................................      9,691,448
        456     a    Hills Stores Co. ...........................................................          2,166
                                                                                                   -------------
                                                                                                       9,693,614
                                                                                                   -------------
                     Technology/Information Systems  0.5%
     48,081     a    Wang Laboratories, Inc. ....................................................        985,661
                                                                                                   -------------
                     Utilities  0.9%
    248,077     a    El Paso Electric Co. .......................................................      1,767,549
                                                                                                   -------------
                     Wireless/Telecommunications
     13,500     a    International Wireless Communication, warrants .............................            135
                                                                                                   -------------
                           Total Common Stocks & Warrants (Cost $23,412,986) ....................     49,578,645
                                                                                                   -------------
                     Preferred Stocks  3.1%
                     Automotive  0.1%
    203,479     a    Harvard Industries, Inc., 14.25% pfd., PIK .................................        152,609
                                                                                                   -------------
                     Cable Television  2.9%
     56,590     a    Cablevision Systems Corp., Series M, 11.125% pfd., PIK .....................      5,390,198
                                                                                                   -------------
                     Financial Services  0.1%
     20,000          Nortel, Inversora, SA, pfd., Series B ......................................        270,000
                                                                                                   -------------
                           Total Preferred Stocks (Cost $10,004,331) ............................      5,812,807
                                                                                                   -------------
                     Convertible Preferred Stocks
     19,498     a    Hills Stores Co., cvt. pfd., Series A (Cost $392,397) ......................         96,271
                                                                                                   -------------
                     Bank Debt  2.0%.............................................................  
$ 4,550,000          Musicland Group, 7.1875% - 7.25%, revolving (Cost $3,578,734) ..............    $ 3,685,500
                                                                                                   -------------
                     Corporate Bonds  20.1%
                     Aerospace/Defense  1.6%
  3,000,000          Sabreliner Corp., senior notes, 12.50%, 04/15/03 ...........................      3,015,000
                                                                                                   -------------
                     Automotive  1.8%
  4,500,000     c    Exide Corp., senior sub. notes, 2.90%, 12/15/05 ............................      2,761,875
  2,000,000     a,d  Harvard Industries, Inc., senior notes, 12.00%, 07/15/04 ...................        690,000
                                                                                                   -------------
                                                                                                       3,451,875
                                                                                                   -------------
                     Chemicals  2.1%
  7,700,000          Lanesborough Corp., senior notes, 10.00%, 04/15/00 .........................      3,927,000
                                                                                                   -------------
                     Electronics  2.7%
  4,936,373     c    Merisel, Inc., senior notes, 11.50%, 01/31/98 ..............................      5,059,783
                                                                                                   -------------
                     Food & Beverages  2.7%
  5,000,000          American Rice, Inc., mortgage, secured notes, 13.00%, 07/31/02 .............      5,150,000
                                                                                                   -------------
                     Food Retailing  0.2%
  2,528,000          Almac, Inc., senior sub. notes, PIK, 11.50%, 11/18/04 ......................        176,960
  7,500,000     a,d  Victory Markets, Inc., notes, 12.50%, 03/15/00 .............................        225,000
                                                                                                   -------------
                                                                                                         401,960
                                                                                                   -------------
                     Gaming & Leisure  3.2%
 12,000,000     a,d  Harrah's Jazz Co., first mortgage, 14.25%, 11/15/01 ........................      5,700,000
                                                                                                   -------------
                     Oil/Gas   1.2%
  2,000,000          TransAmerican Refining Corp., first mortgage, Series 2, 16.50%
                      coupon to 08/15/98, 16.00% thereafter,  02/15/02 ..........................      2,230,000
                                                                                                   -------------
                     Retail  0.2%
  2,000,000     a,d  Rickel Home Centers, units, 13.50%, 12/15/01 ...............................        380,000
                                                                                                   -------------
                     Telecommunications  1.6%
  3,000,000     c    Comcast Cellular Corp., senior notes, 9.50%, 05/01/07 ......................      3,007,500
                                                                                                   -------------
                     Tobacco  2.8%
  2,000,000          Liggett Group, senior notes, Series C, 19.75%, 02/01/99 ....................      1,300,000
     74,000          Liggett Group, senior secured notes, Series C, 19.75%, 02/01/99 ............         48,100
  6,750,000          Liggett Group, S.F., senior secured notes, 11.50%, 02/01/99 ................      3,915,000
                                                                                                   -------------
                                                                                                       5,263,100
                                                                                                   -------------
                           Total Corporate Bonds (Cost $51,322,098) .............................     37,586,218
                                                                                                   -------------
                     Foreign Government Bonds  0.4%
  4,350,000     e    ESCOM, E168, utility deb. (South Africa), 11.00%, 06/01/08 (Cost $1,036,311)        761,433
                                                                                                   -------------
                     Zero Coupon Bonds  89.8%
 10,850,000          FICO Strips, 03/07/01 ......................................................      8,490,666
 12,520,000          FICO Strips, 04/06/01 ......................................................      9,743,426
  5,211,000          FICO Strips, 05/02/01 ......................................................      4,035,487
  1,116,000          FICO Strips, 05/11/01 ......................................................        862,801
  5,253,000          FICO Strips, 05/30/01 ......................................................      4,047,042
  7,348,000          FNMA Strips, 02/01/01 ......................................................      5,792,347

$ 8,100,000          GTC Trust Certificates-Israel, Series 1D, 05/15/01 .........................    $ 6,271,927
 27,226,000     f    GTC Trust Certificates-Israel, Series 2F, 05/15/01 .........................     21,081,418
 13,500,000          International Wireless Communication, senior disc. notes,
                      (original accretion rate 14.00%), 08/15/01 ................................      7,222,500
    500,000     a,d  McCrory Corp., deb., 07/15/94 ..............................................         12,188
  5,500,000          Orion Network Systems, Inc., units, zero coupon
                      to 01/15/02, (original accretion rate 12.50%), 12.50%
                      thereafter, 01/15/07 ......................................................      3,203,750
 40,000,000          REFCO Strips, 04/15/01 .....................................................     31,250,194
 85,249,000     f    U.S. Treasury Strips, 05/15/01 .............................................     66,388,165
                                                                                                   -------------
                           Total Zero Coupon Bonds (Cost $167,371,231) ..........................    168,401,911
                                                                                                   -------------
                           Total Long Term Investments (Cost $257,118,088) ......................    265,922,785
                                                                                                   -------------
                b    Receivables from Repurchase Agreements  3.4%
  6,352,754          Joint Repurchase Agreement, 5.518%, 06/02/97 (Maturity Value $6,364,154) (Cost $6,361,229)
                      B.A. Securities, Inc., (Maturity Value $507,302)
                      Collateral: U.S. Treasury Notes, 5.75% - 5.875%, 10/31/98 - 11/30/01
                      Barclays de Zoete Wedd Securities, Inc., (Maturity Value $450,525)
                      Collateral: U.S. Treasury Notes, 5.875% - 9.25%, 08/15/98 - 10/31/01
                      Bear, Stearns & Co., Inc., (Maturity Value $600,703)
                      Collateral: U.S. Treasury Notes, 5.625% - 6.875%, 06/30/98 - 03/31/02
                      CIBC Wood Gundy Securities Corp., ($600,703)
                      Collateral: U.S. Treasury Notes, 5.00% - 9.25%, 06/30/98 - 02/15/99
                      Daiwa Securities America, Inc., (Maturity Value $600,703)
                      Collateral: U.S. Treasury Notes, 5.50% - 6.75%, 07/31/98 - 08/31/01
                      Donaldson, Lufkin & Jenrette Securities Corp., ($600,703)
                      Collateral: U.S. Treasury Notes 5.625% - 7.75%, 01/31/98 - 01/31/00
                      Fuji Securities, Inc., (Maturity Value $600,703)
                      Collateral: U.S. Treasury Notes, 5.50% - 8.875%, 11/15/97 - 12/31/00
                      Sanwa Securities (USA) Co., L.P., (Maturity Value $600,703)
                      Collateral: U.S. Treasury Bills, 05/28/98
                     U.S. Treasury Notes 5.25% - 8.875%, 07/31/98 - 04/30/02
                      SBC Warburg, Inc., (Maturity Value $600,703)
                      Collateral: U.S. Treasury Notes 6.75%, 05/31/99
                      The Nikko Securities Co. International, Inc., (Maturity Value $600,703)
                      Collateral: U.S. Treasury Notes, 5.125% - 9.125%, 10/31/98 - 05/15/02
                      UBS Securities, L.L.C., (Maturity Value $600,703)
                      Collateral: U.S. Treasury Notes, 6.00% - 6.75%, 05/31/98 - 10/31/01 .......      6,361,229
                                                                                                   -------------
                               Total Investments (Cost $263,479,317)  145.2% ....................    272,284,014
                               Liabilities in Excess of Other Assets  (45.2)% ...................    (84,725,305)
                                                                                                   -------------
                               Net Assets  100.0% ...............................................   $187,558,709
                                                                                                   =============
                     At May 31, 1997, the net unrealized  appreciation  based on
                      the  cost  of  investments  for  income  tax  purposes  of
                      $263,532,871 was as follows:
                       Aggregate gross unrealized appreciation for all investments in which there
                     was an excess of value over tax cost .......................................   $ 32,550,387
                       Aggregate gross unrealized depreciation for all investments in which there
                      was an excess of tax cost over value ......................................    (23,799,244)
                                                                                                   -------------
                       Net unrealized appreciation ..............................................    $ 8,751,143
                                                                                                   =============

</TABLE>
PORTFOLIO ABREVIATIONS:
FICO  - Financing Corp.
FNMA  - Federal National Mortgage Association
GTC   - Government Trust Certificates
L.L.C.- Limited Liability Corp.
L.P.  - Limited Partnership
PIK   - Payment-in-Kind
REFCO - Resolution Funding Corp.
S.F.  - Sinking Fund



a  Non-income  producing.  
b Face amount for repurchase  agreements is for the underlying  collateral.  See
Note 1g regarding joint repurchase agreement.
c Purchased in a private placement transaction;  resale may only be to qualified
institutional buyers.
d See Note 7 regarding defaulted  securities.  
e Face amount is stated in foreign currency and value is stated in U.S. dollars.
f These securities are designated as collateral for reverse repurchase agreement
transactions.
g See Note 8 regarding holdings of 5% voting securities.

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

Financial Statements


<TABLE>
<CAPTION>

Statement of Assets and Liabilities
May 31, 1997 (unaudited)

<S>                                                                                                 <C>         
Assets:
 Investments in securities, at value (identified cost $257,118,088)                                 $265,922,785
 Receivables from repurchase agreements, at value and cost                                             6,361,229
 Interest and dividends receivable                                                                     1,397,489
                                                                                                   -------------
      Total assets                                                                                   273,681,503
                                                                                                   -------------
Liabilities
 Payables:
  Investment securities purchased                                                                         94,500
  Reverse repurchase agreements (Note 1)                                                              84,664,220
  Distributions to shareholders                                                                          920,817
  Accrued interest (Note 1)                                                                              333,954
  Management fees                                                                                         92,425
  Shareholder servicing costs                                                                             12,282
 Accrued expenses and other liabilities                                                                    4,596
                                                                                                   -------------
      Total liabilities                                                                               86,122,794
                                                                                                   -------------
Net assets, at value                                                                                $187,558,709
                                                                                                   =============
Net assets consist of:

 Undistributed net investment income                                                                   $ 239,443
 Net unrealized appreciation on investments
 and translation of assets and liabilities denominated
 in foreign currencies                                                                                 8,805,325
 Accumulated net realized loss from investments
 and foreign currency transactions                                                                    (8,060,824)
 Capital shares                                                                                      186,574,765
                                                                                                   -------------
Net assets, at value                                                                                $187,558,709
                                                                                                   =============
Net assets per share ($187,558,709 / 20,462,600
 shares of capital stock outstanding)                                                                      $9.17
                                                                                                   =============  

</TABLE>
<TABLE>
<CAPTION>
Statement of Operations
for the six months ended May 31, 1997 (unaudited)

<S>                                                                                   <C>             <C>

Investment income:
 Interest (Note 1)                                                                    $9,003,679
 Dividends                                                                                44,045
                                                                                   -------------
      Total income                                                                                    $9,047,724
Expenses:
 Management fees (Note 3)                                                                565,609
 Shareholder servicing costs                                                              41,004
 Professional fees                                                                        28,949
 Reports to shareholders                                                                  17,098
 Trustees' fees and expenses                                                               7,315
 Custodian fees                                                                            1,454
 Other                                                                                     7,238
                                                                                   -------------
      Operating expenses                                                                 668,667
 Interest expense (Note 1)                                                             2,355,916
                                                                                   -------------
      Total expenses                                                                                   3,024,583
                                                                                                   -------------
      Net investment income                                                                            6,023,141
                                                                                                   -------------
Realized and unrealized gain (loss) from investments and foreign currencies:
 Net realized loss from:
  Investments                                                                                        (2,592,342)
  Foreign currency transactions                                                                          (1,446)
 Net unrealized appreciation (depreciation) on:
  Investments                                                                                        (5,970,209)
  Translation of assets and liabilities of denominated in foreign currencies                              1,946
                                                                                                  -------------
Net realized and unrealized loss on investments and foreign currencies                               (8,562,051)
                                                                                                  -------------
Net decrease in net assets resulting from operations                                                $(2,538,910)
                                                                                                   =============

</TABLE>
<TABLE>
<CAPTION>

Statement  of  Changes  in Net  Assets  for the six  months  ended May 31,  1997
(unaudited) and the year ended November 30, 1996

                                                                                Six months     Year ended
                                                                                ended 5/31/97  11/30/96
<S>                                                                             <C>          <C>  
Increase (decrease) in net assets:
Operations:
 Net investment income                                                          $ 6,023,141  $ 11,486,497
 Net realized loss from investments and foreign
 currency transactions                                                           (2,593,788)   (1,744,583)
 Net unrealized appreciation (depreciation) on investments
 and translation of assets and liabilities
 denominated in foreign currencies                                               (5,968,263)   22,125,386
                                                                                -------------------------
      Net increase (decrease) in net assets resulting from operations            (2,538,910)   31,867,300
Distributions to shareholders:
 From undistributed net investment income                                        (5,524,906)  (10,791,012)
 In excess of net investment income                                                      --      (258,792)
                                                                                -------------------------
      Net increase (decrease) in net assets                                      (8,063,816)   20,817,496
Net assets:
 Beginning of period                                                            195,622,525   174,805,029
                                                                                -------------------------
 End of period (including undistributed net investment
 income of $239,443 at 5/31/97
 and accumulated distributions in excess of net investment
 income of $258,792 at 11/30/96)                                               $187,558,709  $195,622,525
                                                                                =========================
</TABLE>
<TABLE>
<CAPTION>
<S>                                                                                           <C>        
Statement of Cash Flows
for the six months ended May 31, 1997 (unaudited)
Interest and dividends received                                                               $ 2,167,759
Interest expense paid                                                                          (2,338,512)
Operating expenses paid                                                                          (706,980)
                                                                                            -------------
 Cash used - operations                                                                          (877,733)
                                                                                            -------------
Investment purchases                                                                         (915,961,370)
Investment sales                                                                              921,801,634
                                                                                            -------------
 Cash provided - investments                                                                    5,840,264
                                                                                            -------------
Net increase in reverse repurchase agreement transactions                                         562,375
Distributions to shareholders                                                                  (5,524,906)
                                                                                            -------------
 Cash used - financing activities                                                              (4,962,531)
                                                                                            -------------
Net increase in cash                                                                                   --
Cash at beginning of period                                                                            --
                                                                                            -------------
Cash at end of period                                                                                $ --
                                                                                            =============
</TABLE>


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


Notes to Financial Statements (unaudited)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

Franklin  Principal  Maturity Trust (the Fund) was organized as a  Massachusetts
business  trust on  November  22,  1988,  and is  registered  as a  diversified,
closed-end  management  investment  company under the Investment  Company Act of
1940. The Fund seeks to provide investors with high current income.

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

a. Security Valuation

Portfolio  securities listed on a securities exchange or on the NASDAQ for which
market quotations are readily available are valued at the last sale price or, if
there is no sale price, within the range of the most recent quoted bid and asked
prices.  Other  securities  are valued based on a variety of factors,  including
yield, risk,  maturity,  trade activity and recent  developments  related to the
securities.  The Fund may  utilize  a  pricing  service,  bank or  broker/dealer
experienced  in such  matters to perform  any of the  pricing  functions,  under
procedures  approved by the Board of Trustees (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 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.
Original issue discount is amortized as required by the Internal Revenue Code.

Net realized  capital  gains or losses  differ for  financial  statement and tax
purposes primarily due to differing  treatment of wash sale and foreign currency
transactions.  Net  investment  income  differs for financial  statement and tax
purposes  primarily  due to differing  treatments  of defaulted  securities  and
foreign currency transactions - see Note 8.


NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (cont.)

d. Investment Income, Expenses, and Distribution (cont.)

A portion of the distributions  received by the Fund may be characterized as tax
basis return of capital (ROC)  distributions  which are not recorded as dividend
income, but reduce the cost basis of the securities. ROC distributions exceeding
the cost basis of the securities are recognized by the Fund as capital gain.

e. Accounting Estimates

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

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 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 arises
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 dealer 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 May 31, 1997, all  outstanding  repurchase  agreements held by the Fund
had been entered into on May 30, 1997.


NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (cont.)

h. Reverse Repurchase Agreements

During the period ended May 31, 1997,  the Fund entered into reverse  repurchase
agreements with certain brokers. Under a reverse repurchase agreement,  the Fund
sells  securities and agrees to repurchase them at a mutually  agreed-upon  date
and price.  Such a  transaction  is  accounted  for as a borrowing  by the Fund,
collateralized  by securities as  identified  on the  accompanying  Statement of
Investment  in Securities  and Net Assets.  The  difference  between the selling
price and the repurchase price is accounted for as interest expense.  At May 31,
1997, the outstanding  reverse repurchase  agreement,  which was entered into on
May 7,  1997,  and  collateralized  by zero  coupon  bonds  issued  by the  U.S.
government or its agencies, will mature within 28 days and is as follows:

              Amount of   Weighted      Weighted       Cost of     Value of
Counterparty  Agreements Average Rate Average Maturity Collateral  Collateral
- ------------------------------------------------------------------------------
Bear Stearns $84,664,220    5.68%        28 days      $86,318,532  $87,469,583


NOTE 2 - DISTRIBUTIONS AND CAPITAL LOSS CARRYOVERS

At November 30, 1996, for tax purposes,  the Fund had capital loss carryovers as
follows:

Expiring in: 2002                           $ 121,933
2003                                        3,346,388
                                        =============
                                           $3,468,321
                                        =============

In addition,  from November 1, 1996 through November 30, 1996, the Fund incurred
approximately  $1,945,161 of net realized  capital  losses.  As permitted by tax
regulations,  the Fund  intends to elect to defer these losses and treat them as
having arisen in the year ended November 30, 1997.

For tax purposes,  the aggregated  cost of securities is higher (and  unrealized
appreciation is lower) than for financial  reporting purposes at May 31, 1997 by
$53,554.


NOTE 3 - 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  weekly  and  payable  monthly at an
annualized  rate of 0.60% of the Fund's  average  weekly net assets from June 1,
1993 through May 31, 1997.  After May 31, 1997,  the Fund will pay fees of 0.45%
of its average weekly net assets until May 31, 2001 (the anticipated termination
of the Fund).

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  based on the average  daily net assets.  It is
not a separate expense of the Fund.


NOTE 3 - TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES (cont.)

b. Other Affiliates and Related Party Transactions

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

NOTE 4 - TRUST SHARES

As a result of its initial  public  offering,  20,355,000  shares of  beneficial
interest were sold at a price of $10.00 per share.  The Fund  received  proceeds
from the sale of $189,301,500,  after underwriting  discounts of $.70 per share.
At May 31, 1997,  the Fund has an  unlimited  number of shares at $.01 par value
authorized.

NOTE 5 - PURCHASES AND SALES OF SECURITIES

Purchases and sales of securities  (excluding  purchases and sales of short-term
securities)  for the  period  ended  May 31,  1997  aggregated  $21,243,082  and
$26,886,434, respectively.

NOTE 6 - STATEMENT OF CASH FLOWS

The Fund's  financial  statements  for the period  ended May 31, 1997  include a
Statement of Cash Flows in compliance  with SFAS 102. Cash used from  operations
differs from net  investment  income because of  amortization  of bond discount,
commissions  and discounts,  bonds  paid-in-kind,  stock  dividends and year-end
income and expense accrual changes aggregating $6,900,874.

NOTE 7 - CREDIT RISK AND DEFAULTED SECURITIES

The Fund has 21.2% of its  portfolio  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 rated 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 the holders of high yield  securities,  because such  securities are
generally unsecured and are often subordinated to other creditors of the issuer.
At May  31,  1997,  the  Fund  held  five  defaulted  securities  with  a  value
aggregating  $7,007,188,  representing  3.74%  of the  Fund's  net  assets.  For
information  as to  specific  securities,  see  the  accompanying  Statement  of
Investments in Securities and Net Assets.

For  financial  reporting  purposes,  it is the Fund's  accounting  practice  to
discontinue accrual of income and provide an estimate for probable losses due to
unpaid interest income on defaulted bonds for the current reporting period.

NOTE 8 - HOLDINGS OF 5% VOTING SECURITIES OF PORTFOLIO COMPANIES

Investments  in  portfolio  companies,  5% or more of whose  outstanding  voting
securities are held by the Fund,  are defined in the  Investment  Company Act of
1940 as  affiliated  companies.  The Fund  had  investments  in such  affiliated
companies at May 31, 1997 with an aggregate  value in the amount of $14,412,645.
There were no  transactions  made in such  affiliated  issues for the six months
ended May 31, 1997.

NOTE 9 - OTHER CONSIDERATIONS

Advisers may serve as a member of various bondholders' committees,  representing
bondholders'   interests  in  certain  corporate   restructuring   negotiations.
Currently  the  manager  serves  on  the  bondholders'   committee  for  Harvard
Industries.  As a result of this involvement in this committee,  Advisers may be
in the possession of certain material non-public information.  Advisers has not,
nor does it intend to sell,  any of its  holdings in these  securities  while in
possession of material  non-public  information in  contravention of the Federal
Securities laws.

NOTE 10 - FINANCIAL HIGHLIGHTS

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

                                                                   Year ended November 30,
                                                  ------------------------------------------------------
                                                    1997*     1996     1995      1994      1993     1992
                                                  ------------------------------------------------------
<S>                                               <C>       <C>       <C>       <C>      <C>       <C>
Per Share Operating Performance:
Net asset value at beginning of period            $9.56     $8.54     $7.70     $9.62    $8.09     $8.06
                                                  ------------------------------------------------------
Net investment income                              0.30      0.56      0.52      0.54     0.52      0.46
Net realized and unrealized
 gain (loss) on securities                        (0.42)     1.00      0.91     (1.77)    1.57      0.21
                                                  ------------------------------------------------------
Total from investment operations                  (0.12)     1.56      1.43     (1.23)    2.09      0.67
                                                  ------------------------------------------------------
Less distributions from:
 Net investment income                            (0.27)    (0.53)    (0.59)    (0.59)   (0.52)    (0.46)
 Paid-in capital                                     --        --       --        --        --     (0.18)
 In excess of net investment income                  --     (0.01)      --        --     (0.04)      --
 Capital gains                                       --        --       --      (0.10)      --       --
                                                  ------------------------------------------------------
Total distributions                               (0.27)    (0.54)    (0.59)    (0.69)   (0.56)    (0.64)
                                                  ------------------------------------------------------
Net asset value at end of period                  $9.17     $9.56     $8.54     $7.70    $9.62     $8.09
                                                  ======================================================
Market value per share at end of period+          $8.750    $8.250    $7.500    $7.125   $8.500    $7.500
Total Return++                                     9.43%    17.69%    14.21%    (8.50)%  21.17%     4.88%
</TABLE>

NOTE 10 - FINANCIAL HIGHLIGHTS (cont.)
<TABLE>
<CAPTION>
                                                                   Year ended November 30,
                                                  ------------------------------------------------------
                                                    1997*     1996     1995      1994      1993     1992
                                                  ------------------------------------------------------
Ratios/Supplemental Data
<S>                                               <C>       <C>       <C>       <C>      <C>       <C>
Net assets at end of period (in 000's)            $187,559  $195,623 $174,805  $157,508  $196,895 $165,637
Ratio of expenses to average net assets           3.21%**    3.06%     3.32%     2.60%    2.98%     3.27%
Ratio of net investment income
 to average net assets                            6.45%**    6.20%     6.33%     5.86%    5.74%     5.51%
Portfolio turnover rate                           7.98%     27.37%    30.57%    45.19%   70.91%    61.69%
Average commission rate+++                        0.0600     0.0564     --        --        --       --
</TABLE>

*For the six months ended May 31, 1997.

**Annualized

+Based on the last sale on the New York Stock Exchange

++Total return measures the change in the market price 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.  

+++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.





Franklin Prinicpal Maturity Trust Semi-Annual Report May 31, 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 composition of the fund's securities on
May 31, 1997, based on total market value.

Portfolio Composition

Treasury/Agency Zero-CouponBonds                      58.1%
Common Stocks                                         18.3%
Corporate Bonds                                       14.2%
Corporate Zero-Coupon Bonds                            3.8%
Other                                                  5.6%




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