FRANKLIN PRINCIPAL MATURITY TRUST
N-30D, 1998-08-05
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SEMI-ANNUAL
REPORT

MAY 31, 1998

FRANKLIN PRINCIPAL MATURITY TRUST

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

Charles B. Johnson
President
Franklin Principal Maturity Trust


Contents

Shareholder Letter  .............................      1
Manager's Discussion  ...........................      3
Performance Summary  ............................      5
Financial Highlights &
Statement of Investments  .......................      7
Financial Statements  ...........................     12
Notes to
Financial Statements  ...........................     15

Shareholder Letter

Dear Shareholder:

It is a pleasure to bring you Franklin  Principal  Maturity Trust's  semi-annual
report for the period ended May 31, 1998.

Interest rate stability  characterized the Trust's reporting period. The Federal
Reserve Board met in late March, and again in May, and left its overnight target
rate  unchanged at 5.50%.  This rate has only changed once since  January  1996.
Investors  and traders  waited for evidence  that either the economy  would slow
down because of Asian  problems and push rates lower;  or that  inflation  would
increase,  based on current economic  strength,  and push rates higher.  Neither
event occurred. The yield on the 30-year U.S. Treasury bond varied between 6.14%
and 5.70% during the six-month reporting period. The Consumer Price Index (CPI),
a widely used  measure of  inflation,  continued  to trend  downward.  The CPI's
annualized  increase for April 1998 was 2.24%, a surprisingly  favorable showing
considering the U.S. economy is in its seventh consecutive year of expansion.

The U.S. economy remained strong as measured by 1998's first quarter, annualized
Gross Domestic Product gain of 4.8%.  Investors also reacted  favorably to first
quarter  corporate  earnings and pushed stock  prices  generally  higher in May.
Although  overall  corporate  earnings  increases  were  lower  than  in  recent
quarters, they generally exceeded expectations.

On April 6, the Dow Jones(R) Industrial Average (the Dow) broke 9000, closing at
its highest point in history.* The Dow stood at 8899.95 on May 31, 1998, up from
its  November 30 level of 7823.13.  Along the way, it  fluctuated  considerably,
dropping  222.20 points on January 9, rising to a high of 9211.84 on May 13, and
suffering a 150.71 point decline on May 26. Although small changes in percentage
terms, these examples of short-term  volatility prompt us to remind investors of
the importance of investing for the long term.  Patience and discipline continue
to be keys to successful investing.

We encourage  you to consult an  investment  representative  when  planning your
financial future. He or she can address concerns about volatility,  and help you
stay focused on the long term, while diversifying your investments. Mutual funds
offer a level of  diversification  that is almost  impossible for individuals to
achieve on their own.

As always,  we appreciate your support,  welcome your questions and look forward
to serving your investment needs in the years to come.

Sincerely,
Charles B. Johnson
President
Franklin Principal Maturity Trust

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

Manager's Discussion



Your Trust's Objective: 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 Trust will achieve this goal.

We are pleased to report that your fund  generated a cumulative  total return of
+12.02%,  based on its  change in market  price on the New York  Stock  Exchange
during the six-month period ended May 31, 1998.

With the Trust's  primary  objective -- a net asset value of $10.00 per share by
May 2001 -- attained last fall, we moved to reduce the Trust's  investment  risk
profile  while  seeking to maintain a high level of monthly  income.  During the
past six months,  we raised cash  levels,  from less than 4% to 27% of total net
assets, by selling corporate bonds and stocks that we felt were fully valued. In
addition, the Trust no longer uses leverage to enhance its portfolio. During the
reporting period, the fund made dividend payments totaling $0.3419 per share.

Two of our equity positions that showed robust  performance were cement producer
Lone Star Industries and department store operator Proffitt's. Lone Star thrived
thanks to strong  demand in the  booming  building  sector and a tight  domestic
cement  supply.  Cement  price  increases  and  improvements  in its  production
capacity  helped Lone Star beat first  quarter 1998 earnings  expectations  by a
substantial  margin.  The market also rewarded  Proffitt's  success in improving
gross margins and lowering expenses,  which helped the company to achieve strong
first quarter  results.  The department store operator also reaped benefits from
several successful  acquisitions.  The Trust took advantage of these two stocks'
recent strength, selling a portion at a profit.

GRAPHIC MATERIAL 1 OMITTED - SEE APPENDIX AT END OF DOCUMENT

You will find a complete listing of the Trust's  portfolio  holdings,  including
dollar  value and number of shares or principal  amount,  beginning on page x of
this report.

Unfortunately, not every position can be as positive. One disappointment was the
American  Rice bond  holding,  which went into  default  during the period under
review.

Looking  ahead,  we intend to focus on  maintaining  the Trust's  portfolio,  in
preparation  for its  eventual  liquidation  or  transfer  at or near $10.00 per
share.  With this in mind,  we will move  toward  more  conservative  and liquid
positions.

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

Performance Summary

Dividend Distributions
12/1/97 - 5/31/98

                                      Dividend
Month                                 per share
December                            5.0 cents*
January                             4.5 cents
February                            4.5 cents
March                               4.5 cents
April                               4.5 cents
May                                 11.19 cents**
Total                               34.19 cents

*Includes an additional 0.5 cents to meet excise tax requirements.
**Includes an additional 6.69 cents to meet sub-chapter M requirements.

The share  price of  Franklin  Principal  Maturity  Trust on the New York  Stock
Exchange (NYSE) increased 75 cents,  from $9.125 on November 30, 1997, to $9.875
on May 31, 1998. The Trust's net asset value per share  decreased one cent, from
$10.23, to $10.22 for the same period.

During the reporting period, the Trust made income distributions  totaling 34.19
cents ($0.3419) per share.  Distributions will vary based on the Trust's income,
and past distributions are not indicative of future trends.

Based on an  annualization  of May's regular monthly  per-share  dividend of 4.5
cents ($0.045) and the NYSE closing price of $9.875 on May 31, 1998, the Trust's
distribution rate was 5.47%.

Franklin Principal Maturity Trust reported a +12.02% cumulative total return for
the six-month period ended May 31, 1998. 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
3.37%.  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 on page 6 shows,  the  Trust  reported  a
cumulative  total  return  of  139.72%,  based on net  asset  value,  since  its
inception on January 19, 1989.

Periods ended 5/31/98
                                                            Since
                                                            Inception
                                        1-Year   5-Year     (1/19/89)
- ---------------------------------------------------------------------
Cumulative Total Return1
 Based on change in net asset value     18.85%  70.58%      139.72%
 Based on change in market price        20.39%  79.36%      111.46%
Average Annual Total Return1
 Based on change in net asset value     18.85%  11.27%      9.88%
 Based on change in market price        20.39%  12.39%      8.41%
Distribution Rate2                      5.47%

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 May's regular 4.5 cent per
share monthly  dividend and the New York Stock Exchange  closing price of $9.875
on May 31, 1998.

Franklin Principal Maturity Trust
Financial Highlights

<TABLE>
<CAPTION>


                                                    Six Months Ended
                                                       May 31, 1998                       Year ended November 30
                                                                       ----------------------------------------------
                                                       (unaudited)     1997       1996       1995       1994     1993
- ----------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>         <C>        <C>        <C>        <C>       <C>  
Per share operating performance
(for a share outstanding throughout the period)
Net asset value, beginning of period ................     $10.23      $9.56      $8.54      $7.70      $9.62     $8.09
                                                        --------------------------------------------------------------
Income from investment operations:
 Net investment income ..............................       0.29       0.57       0.56       0.52       0.54      0.52
 Net realized and
 unrealized gains (losses) ..........................       0.04       0.65       1.00       0.91      (1.77)     1.57
                                                        --------------------------------------------------------------
Total from investment operations ....................       0.33       1.22       1.56       1.43      (1.23)     2.09
                                                        --------------------------------------------------------------
Less distributions from:
 Net investment income ..............................      (0.29)     (0.55)     (0.53)     (0.59)     (0.59)    (0.52)
 In excess of net investment income .................      (0.05)     --         (0.01)     --         --        (0.04)
 Net realized gains .................................      --         --         --         --         (0.10)    --
                                                        --------------------------------------------------------------
Total distributions .................................      (0.34)     (0.55)     (0.54)     (0.59)     (0.69)    (0.56)
                                                        --------------------------------------------------------------
Net asset value, end of period ......................     $10.22     $10.23      $9.56      $8.54      $7.70     $9.62
                                                        ==============================================================
Market value, end of period  ........................      $9.875     $9.125     $8.250     $7.500     $7.125    $8.500
                                                        ==============================================================
Total return
 [based on market value per share]* .................      12.02%     17.62%     17.69%     14.21%     (8.50%)   21.17%
Ratios/supplemental data
Net assets, end of period (000's) ...................     $209,095   $209,231   $195,623   $174,805   $157,508  $196,895
Ratios to average net assets:
 Expenses ...........................................       0.59%***   3.03%      3.06%      3.32%      2.60%     2.98%
 Net investment income ..............................       5.61%***   5.98%      6.20%      6.33%      5.86%     5.74%
Portfolio turnover rate .............................       2.86%     15.79%     27.37%     30.57%     45.19%    70.91%
Average commission rate paid** ......................      $0.0561    $0.0600    $0.0564    --         --        --
Total senior securities
 outstanding at end of period
 (000 omited) ......................................       --         --        $84,102    $70,727     $75,146   $83,920
Asset coverage per
 $1,000 of senior securities ........................      --         --         $3,326      $3,472     $3,096    $3,346

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

*Total return is not annualized.
**Relates to  purchases  and sales of equity  securities.  Prior to November 30,
1996 disclosure of average commission rate was not required.
***Annualized.

Franklin Principal Maturity Trust
Statement of Investments, May 31, 1998 (unaudited)

                                                                                SHARES/
                                                                                WARRANTS            VALUE
- ------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>            <C>           
     Long Term Investments 73.5%
     Common Stocks & Warrants 20.9%
     Aerospace/Defense 7.4%

    aLadish Co., Inc. .............................................            357,333        $    5,270,662
    aLadish Co., Inc., warrants ...................................                149            10,109,601
    aSabreliner Corp., warrants ...................................              5,000                25,000
                                                                                               -------------
                                                                                                  15,405,263
                                                                                               -------------
     Chemicals
    aLanesborough Corp. ...........................................              4,942                    49
                                                                                               -------------
     Commercial Services 1.7%
    aEmcor Group, Inc. ............................................            177,991             3,548,696
                                                                                               -------------
     Electronics
    aAmpex Group, Inc. ............................................             27,620                62,145
                                                                                               -------------
     Food, Beverage & Tobacco .1%
     Brooke Group Ltd. ............................................             29,385               293,850
                                                                                               -------------
     Forest/Paper Products .2%
    aWTD Industries, Inc. .........................................            357,221               424,200
                                                                                               -------------
     Industrial 5.8%
     Lone Star Industries, Inc. ...................................            160,075            12,035,639
                                                                                               -------------
     Retail 4.9%
     Proffitt's Inc. ..............................................            260,392            10,220,386
                                                                                               -------------
     Utilities .8%
    aEl Paso Electric Co. .........................................            168,677             1,602,432
                                                                                               -------------
     Wireless/Telecommunications .1%
    aInternational Wireless Communication, warrants ...............             13,500                60,750
     Loral Orion Network System, warrants .........................              5,500                66,188
                                                                                               -------------
                                                                                                     126,938
                                                                                               -------------
     Total Common Stocks & Warrants (Cost $11,079,339) ............                               43,719,598
                                                                                               -------------
     Preferred Stocks 2.3%
     Cable Television 2.0%
    aCSC Holdings Inc., Series M, 11.125% pfd., PIK ...............             36,008             4,167,926
                                                                                               -------------
     Telecommunications .3%
     Nortel, Inversora, SA, pfd., Series B ........................             20,000               540,000
                                                                                               -------------
     Total Preferred Stocks (Cost $3,150,782) .....................                                4,707,926
                                                                                               -------------

Franklin Principal Maturity Trust
Statement of Investments, May 31, 1998 (unaudited) (cont.)
                                                                             PRINCIPAL
                                                                              AMOUNT*                VALUE
- ------------------------------------------------------------------------------------------------------------
  Bank Debt 2.4%
     Wheeling Pittsburg Corp., Term Loan, 9.0625%,
 floating rate, 11/15/06 (Cost 4,975,000) .........................       $  5,000,000        $    5,000,000
                                                                                              --------------
     Corporate Bonds 11.8%
     Aerospace/Defense .5%
     Sabreliner Corp., senior notes, 12.50%, 4/15/03 ..............          1,000,000             1,055,000
                                                                                              --------------
     Automotive .4%
  a,cHarvard Industries, Inc., senior notes, 12.00%, 7/15/04 ......          2,000,000               855,000
                                                                                              --------------
     Chemicals 2.2%
     Huntsman Corp., senior sub. floating rate notes,
 144A, 9.0937%, 7/01/07 ...........................................          1,500,000             1,509,375
  a,cLanesborough Corp., senior notes, 10.00%, 4/15/00 ............          7,700,000             3,003,000
                                                                                              --------------
                                                                                                   4,512,375
                                                                                              --------------
     Consumer Products 4.4%
     Liggett Group, senior notes, Series C, 19.75%, 2/01/99 .......          2,000,000             1,660,000
     Liggett Group, senior secured notes,
 Series C, 19.75%, 2/01/99 ........................................             74,000                61,420
     Liggett Group, S.F., senior notes, 11.50%, 2/01/99 ...........          3,750,000             2,850,000
     Remington Products Co., L.L.C., Series B,
 senior sub. notes, 11.00%, 5/15/06 ...............................          5,000,000             4,662,500
                                                                                              --------------
                                                                                                   9,233,920
                                                                                              --------------
     Food & Beverage 1.8%
  a,cAmerican Rice, Inc., mortgage,
 secured notes, 13.00%, 7/31/02 ...................................          5,000,000             3,825,000
                                                                                              --------------
     Food Retailing .1%
a,c  Almacs, Inc., senior sub. notes,
 PIK, 11.50%, 11/19/04 ............................................          2,528,000               202,240
                                                                                              --------------
     Gaming & Leisure 2.4%
  a,cHarrah's Jazz Co.,
 first mortgage, 14.25%, 11/15/01 .................................         15,000,000             5,100,000
                                                                                              --------------
     Total Corporate Bonds (Cost $34,787,439) .....................                               24,783,535
                                                                                              --------------
     Foreign Government Bonds .3%
     ESCOM, E168, utility deb. (South Africa),
 11.00%, 6/01/08 (Cost $1,044,805) ................................       4,350,000ZAR               702,614
                                                                                              --------------
     Zero Coupon Bonds 35.8%
     FICO Strips, 3/07/01 .........................................         10,850,000             9,261,658
     FICO Strips, 4/06/01 .........................................         12,520,000            10,634,676
     FICO Strips, 5/02/01 .........................................          5,211,000             4,407,047
     FICO Strips, 5/11/01 .........................................          1,116,000               942,407
     FICO Strips, 5/30/01 .........................................          5,253,000             4,422,527
     FNMA Strips, 2/01/01 .........................................          7,348,000             6,318,347
     GTC Trust Certificates-Israel, Series 1D, 5/15/01 ............          8,100,000             6,863,073
     GTC Trust Certificates-Israel, Series 2F, 5/15/01 ............         27,226,000            23,068,399
     International Wireless Communication,
 senior disc. notes, 8/15/01 ......................................         13,500,000             4,590,000
     Orion Network Systems, Inc., units, zero
 coupon to 1/15/02, 12.50%, thereafter, 1/15/07 ...................          5,500,000             4,276,249
                                                                                              --------------
     Total Zero Coupon Bonds (Cost $77,456,771) ...................                               74,784,383
                                                                                              --------------
     Total Long Term Investments (Cost $132,494,136) ..............                              153,698,056
                                                                                              --------------

Franklin Principal Maturity Trust
Statement of Investments, May 31, 1998 (unaudited) (cont.)
                                                                           PRINCIPAL
                                                                             AMOUNT*                VALUE
- ------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>                 <C>          
  b  Repurchase Agreement 27.2%
     Joint Repurchase Agreement,
     5.521%, 6/01/98 (Maturity Value $56,799,498)
     (Cost $56,773,378) ................................................   $56,773,378         $  56,773,378
      BancAmerica Robertson Stephens (Maturity Value $2,462,256)
      Barclays Capital Group, Inc. (Maturity Value $5,692,446)
      Bear Stearns Securities Corp. (Maturity Value $3,105,228)
      BT Alex Brown, Inc. (Maturity Value $5,692,446)
      Chase Securities, Inc. (Maturity Value $5,692,446)
      Donaldson, Lufkin & Jenrette Securities Corp.
      (Maturity Value $5,692,446)
      Dresdner Kleinwort Benson, North America, L.L.C.
      (Maturity Value $5,692,446)
      Greenwich Capital Markets, Inc. (Maturity Value $5,692,446)
      Paribas Corp. (Maturity Value $5,692,446)
      SBC Warburg Dillon Read, Inc. (Maturity Value $5,692,446)
      UBS Securities, L.L.C. (Maturity Value $5,692,446)
       Collateralized by U.S. Treasury Bills & Notes
                                                                                               -------------
     Total Investments (Cost $189,267,514) 100.7%                                                210,471,434
     Other Assets, less Liabilities (.7%)                                                        (1,376,248)
                                                                                               -------------
     Net Assets 100.0%                                                                          $209,095,186
                                                                                               =============
     CURRENCY ABBREVIATIONS:
     ZAR - South African Rand

*Securities traded in U.S. dollars unless otherwise stated.
aNon-income producing.
bSee Note 1 regarding joint repurchase agreement.
cSee Note 6 regarding defaulted securities.

Franklin Principal Maturity Trust
Financial Statements
Statement of Assets and Liabilities
May 31, 1998 (unaudited)

Assets
 Investments in securities, at value (cost $132,494,136) ...      153,698,056
 Repurchase agreements, at value and cost ..................       56,773,378
 Receivables from dividends and interest ...................          984,696
 Other assets ..............................................           28,004
                                                                 ------------
     Total assets ..........................................      211,484,134
                                                                 ------------
Liabilities
 Payables to affiliates ....................................           79,433
 Distributions to shareholders .............................        2,289,765
 Other liabilities .........................................           19,750
                                                                 ------------
     Total liabilities .....................................        2,388,948
                                                                 ------------
      Net assets, at value .................................     $209,095,186
                                                                 ============
Net assets consist of:
 Distributions in excess of net investment income ..........   $     (800,730)
 Net unrealized appreciation ...............................       21,202,195
 Accumulated net realized gain .............................        2,118,956
 Capital shares ............................................      186,574,765
                                                                 ------------
      Net assets, at value .................................     $209,095,186
                                                                 ============
 Net asset value per share
($209,095,186 / 20,462,600 shares outstanding) .............           $10.22
                                                                 ============
Investment income:
 Dividends .................................................      $   425,772
 Interest ..................................................        6,059,948
                                                                 ------------
     Total investment income ...............................        6,485,720
                                                                 ------------
Expenses:
 Management fees (Note 3) ..................................          470,015
 Transfer agent fees .......................................           39,816
 Custodian fees ............................................            1,979
 Reports to shareholders ...................................           29,017
 Professional fees .........................................           29,980
 Trustees' fees and expenses ...............................            6,410
 Exchange listing expenses .................................           32,340
 Other .....................................................           11,977
                                                                 ------------
     Total expenses ........................................          621,534
                                                                 ------------
      Net investment income ................................        5,864,186
                                                                 ------------
Realized and unrealized gains (losses):
 Net realized gain (loss) from:
  Investments ..............................................       12,922,259
  Foreign currency transactions ............................           (2,190)
                                                                 ------------
      Net realized gain ....................................       12,920,069
 Net unrealized appreciation (depreciation) on:
  Investments ..............................................      (12,026,908)
  Translation of assets and liabilities
 denominated in foreign currencies .........................              424
                                                                 ------------
      Net unrealized depreciation ..........................      (12,026,484)
                                                                 ------------
Net realized and unrealized gain ...........................          893,585
                                                                 ------------
Net increase in net assets resulting from operations .......      $ 6,757,771
                                                                 ------------

                                                                                   1998                1997
                                                                             ---------------------------------
<S>                                                                          <C>                 <C>          
Increase (decrease) in net assets:
 Operations:
  Net investment income                                                      $    5,864,186      $  11,640,733
  Net realized gain (loss) from investments
and foreign currency transactions                                                12,920,069         (5,334,961)
  Net unrealized appreciation (depreciation)
 on investments and translation of
 assets and liabilities denominated in foreign currencies                       (12,026,484)        18,455,091
                                                                             ---------------------------------
     Net increase in net assets resulting from operations                         6,757,771         24,760,863
 Distributions to shareholders from:
  Net investment income                                                          (6,093,122)       (11,152,121)
  In excess of net investment income                                               (800,730)                --
                                                                             ---------------------------------
     Net increase (decrease) in net assets                                         (136,081)        13,608,742
Net assets:
 Beginning of period                                                            209,231,267        195,622,525
                                                                             ---------------------------------
 End of period                                                                 $209,095,186       $209,231,267
                                                                             =================================
Undistributed net investment income  (accumulated  distribution 
 in excess of net investment income) included in net assets:
  End of period                                                              $     (800,730)   $       228,936
                                                                             =================================

</TABLE>

Franklin Principal Maturity Trust
Notes to Financial Statements (unaudited)

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Franklin  Principal Maturity Trust (the Fund) is registered under the Investment
Company Act of 1940 as a closed-end,  diversified,  investment company. The Fund
seeks to provide  investors with high current income.  The following  summarizes
the Fund's significant accounting policies.

a. Security Valuation

Securities  listed or traded on a  recognized  national  exchange  or NASDAQ are
valued at the latest  reported  sales  price.  Over-the-counter  securities  and
listed  securities  for which no sale is reported are valued within the range of
the latest quoted bid and asked prices. Restricted securities and securities for
which market  quotations  are not readily  available are valued at fair value as
determined by management in accordance with procedures  established by the Board
of Trustees.

b. Foreign Currency Translation

Portfolio  securities  and other assets and  liabilities  denominated in foreign
currencies are translated  into U.S.  dollars based on the exchange rate of such
currencies against U.S. dollars on the date of valuation. Purchases and sales of
securities  and income items  denominated  in foreign  currencies are translated
into U.S. dollars at the exchange rate in effect on the transaction date.

The Fund does not  separately  report the effect of changes in foreign  exchange
rates  from  changes in market  prices on  securities  held.  Such  changes  are
included in net realized and unrealized gain or loss from investments.

Realized   foreign  exchange  gains  or  losses  arise  from  sales  of  foreign
currencies,  currency gains or losses realized  between the trade and settlement
dates on securities transactions and the difference between the recorded amounts
of  dividends,  interest,  and foreign  withholding  taxes and the U.S.  dollars
equivalent of the amounts  actually  received or paid.  Net  unrealized  foreign
exchange  gains and losses  arise from  changes  in  foreign  exchange  rates on
foreign  denominated assets and liabilities other than investments in securities
held at the end of the reporting period.

c. Joint Repurchase Agreement

The Fund may enter into a joint repurchase agreement whereby its uninvested cash
balance is  deposited  into a joint cash  account to be used to invest in one or
more repurchase  agreements.  The value and face amount of the joint  repurchase
agreement are allocated to the Fund base on its pro-rata interest.  A repurchase
agreement is accounted  for as a loan by the Fund to the seller,  collateralized
by  securities  which are delivered to the Fund's  custodian.  The market value,
including accrued interest,  of the initial  collateralization is required to be
at least  102% of 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, 1998, all  outstanding  repurchase  agreements had been entered
into on May 29, 1998.

d. Income Taxes

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

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (cont.)

e. Security Transactions, Investment Income, Expenses and Distributions

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

f. Accounting Estimates

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

2. SHARES OF BENEFICIAL INTEREST

At May 31, 1998, there were an unlimited number of shares  authorized ($0.01 par
value).  During the period ended May 31, 1998, there were no share transactions;
all  reinvested  distributions  were  satisfied  with  previously  issued shares
purchased in the open market.

3. TRANSACTIONS WITH AFFILIATES

Certain  officers  and  trustees of the Fund are also  officers or  directors of
Franklin Adviser,  Inc.  (Advisers),  and Franklin Templeton Services,  Inc. (FT
Services),   the  Fund's   investment   manager  and   administrative   manager,
respectively.

Under an agreement with Advisers, FT Services provides  administrative  services
to the Fund. The fee is paid by Advisers based on average daily net assets,  and
is not an additional expense to the Fund. The Fund pays an investment management
fee to Advisers of 0.45% per year of the average weekly net assets of the Fund.

4. INCOME TAXES

At November 30, 1997, the Fund had tax basis capital losses of $10,747,559 which
may be carried  over to offset  future  capital  gains.  Such  losses  expire as
follows:

Capital loss carryovers expiring in:         2002...........    $   121,933
                                             2003...........      3,346,388
                                             2005...........      7,279,238
                                                                -----------
                                                                $10,747,559
                                                                ===========

4. INCOME TAXES (cont.)

At  May  31,  1998,  the  net  unrealized  appreciation  based  on the  cost  of
investments for income tax purposes of $189,285,128 was as follows:

Unrealized appreciation .............................           $37,274,756
Unrealized depreciation .............................           (16,088,450)
                                                                -----------
Net unrealized appreciation .........................           $21,186,306
                                                                -----------

Net investment income differs for financial statement and tax purposes primarily
due to differing treatment of foreign currency transactions.

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

5. INVESTMENT TRANSACTIONS

Purchase  and sales of  securities  (excluding  short-term  securities)  for the
period ended May 31, 1998 aggregated $4,975,000 and $58,813,288, respectively.

6. CREDIT RISK AND DEFAULTED SECURITIES

The Fund has 18.48% of its  portfolio  invested  in lower  rated and  comparable
quality  unrated  high  yield  securities,  which 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
yielding  securities  because such  securities  are generally  unsecured and are
often  subordinated to other creditors of the issuer.  At May 31, 1998, the Fund
held defaulted  securities  with a value  aggregating  $12,783,000  representing
6.11% of the Fund's net assets. For information as to specific  securities,  see
the accompanying Statement of Investments.

For financial  reporting  purposes,  the Fund  discontinues  accruing  income on
defaulted bonds and provides an estimate for losses on interest receivable.

7. OTHER CONSIDERATIONS

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

8. SUBSEQUENT EVENTS

On June 5, 1998,  shareholders approved the merger of the Fund into the Franklin
Income Fund. The merger will be effective June 26,1998.




FRANKLIN PRINCIPAL MATURITY TRUST ANNUAL REPORT May 31, 1998


APPENDIX

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

GRAPHIC MATERIAL (1)

This chart shows in pie format the portfolio composition of Principal Maturity
Trust's investments based on total net assets as of 5/31/98.


Zero-Coupon Bonds ................................. 35.8%
Common Stocks ..................................... 20.9%
Corporate Bonds ................................... 14.2%
Preferred Stocks ..................................  2.3%
Foreign Government Bonds ..........................  0.3%
Cash and Equivalents............................... 26.5%



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