FRANKLIN VALUE INVESTORS TRUST
N-30D, 1995-12-28
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                                                         LETTER TO SHAREHOLDERS

Table of Contents
                                             Page

Letter to Shareholders                          1

Performance Summary                             5

Statement of Investments                        7

Financial Statements                           13

Notes to Financial Statements                  15

Report of Independent Auditors                 20



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


Fund Objective:

Seeks high total return as well as capital  appreciation by investing  primarily
in securities that we believe are undervalued in the marketplace.  The fund will
also seek income when deemed consistent with its objective.


                                                           December 15, 1995

Dear Shareholder:

We are  pleased to bring you the annual  report of the  Franklin  Balance  Sheet
Investment Fund for the period ended October 31, 1995.

The Franklin Balance Sheet Investment Fund has earned an impressive  performance
record. In fact, the fund provided a one-year total return of +19.32% on October
31, 1995, and -- since 1993 -- has  outperformed  its  benchmark,  the unmanaged
Russell 1000 Value Index, as indicated by the index  comparison chart on page 6.
The fund has  grown  dramatically  over the past few  years.  Investor  interest
remains  strong,  which is gratifying,  but also  problematic.  The managers are
concerned  that if the rate of  additional  investment  dollars were to continue
indefinitely  at the 1993-95  rate,  it would  compromise  our ability to invest
effectively  within our discipline.  In order to fulfill our  responsibility  to
existing  shareholders,  we have asked the Board of Trustees to act to limit new
fund sales should the fund's total net assets  reach $500  million.  In October,
the Board voted to accept the managers'  recommendation.  Accordingly,  when the
fund reaches $500 million,  no new shareholder  accounts will be accepted (apart
from  retirement  accounts).  Existing  shareholders  will  be  able  to  add to
positions,  both through  additional  investments and reinvestment of dividends.
The Board, of course,  may vote to re-open the fund to new  shareholders  should
circumstances  warrant. You will receive further notification and explanation of
this decision with your December 1995 statement.

The Franklin  Balance Sheet  Investment  Fund employs a  disciplined  investment
approach in its search for high total return,  generally  purchasing  securities
that are selling well below the company's tangible book value (book value can be
defined as a company's  assets  minus its  intangible  liabilities).  We seek to
identify securities that offer the potential for capital appreciation,  focusing
on  stocks  and  closed-end  funds  that  we  consider  undervalued,   with  the
expectation  that their  intrinsic  value will  ultimately  be recognized by the
market.

Over the reporting  period,  a slow growth economic climate and strong corporate
earnings brought a powerful upward surge in security prices. Growth, as measured
by Gross  Domestic  Product  (GDP),  rebounded  from its second  quarter low and
finished  the  third  quarter  of 1995 at an  annualized  rate  of  4.2%.*  This
environment proved beneficial for the fund.

As  at  the  end  of  last  year,   insurance   remained   our  largest   group.
Property/casualty  and  life/  specialty  stocks  represented  13.4%  and  8.6%,
respectively,  of total  net  assets at the end of the  period.  Two of our five
largest positions come from the latter group.  American National  Insurance Co.,
our second  largest  position,  trades at a 31% discount to tangible book value,
yields 4.4%, is very strong  financially,  and has raised its dividends 22 years
running.  Home Beneficial,  discussed in our semi-annual  report dated April 30,
1995 (31 years of dividend increases), is our fourth-largest position.


*Source: U.S. Commerce Department, September 1995.


On October 31, 1994,  the market price of Culbro -- currently  our third largest
position -- was at $155/8, a 20% discount to a highly understated  tangible book
value.  How  understated  was illustrated in May, when a foreign tobacco company
offered to buy half of  Culbro's  cigar  division  for $22.81 per Culbro  share.
Although  the deal was later  abandoned,  the stock kept  rising,  and ended the
reporting period at $451/8, roughly triple our original cost.

The natural  resources segment remained around 7% of total net assets throughout
the year.  Included  in this  sector are our first and fifth  largest  portfolio
positions,   Total  Petroleum  (2.45%)  and  Crown  Central  Petroleum  (1.90%),
respectively.  Both  are  regional  refineries  with  their  own  chains  of gas
station/convenience  stores. Crown Central has been selling at an incredible 46%
discount to its tangible book value, while Total sells at a discount of 19%.


   Franklin Balance Sheet Investment Fund
   Top Fund Holdings on October 31, 1995
   As a percentage of total net assets

                                                % of Total
   Top 5 Stock Holdings                         Net Assets

   Total Petroleum (North America), Ltd            2.45%

   American National Insurance Co.                 2.32%

   Culbro Corp.                                    2.09%

   Home Beneficial Corp.                           2.06%

   Crown Central Petroleum, Class B                1.90%


For a complete list of portfolio holdings, please see
page 7 of this report.


Also  in  this   sector  is   National   Convenience   Stores   (1.2%),   a  gas
station/convenience store chain in Texas, which traded at a 35% discount to book
value in October 1994. Over the next two months,  it fell another 18%,  allowing
us to more than  double our  position  at better  prices.  The company is now in
buyout negotiations, the stock above three times our cost.

Retailing was also a strong  performer.  At 11.4% of total net assets,  it's our
second largest sector and we found new  opportunities as the consumer  continued
to disappoint Wall Street. Last year, Fabri-Centers and Younkers were two of our
larger holdings. Younkers recently agreed to merge with another department store
chain, leaving your fund with a 35% gain.  Fabri-Centers gave us a 78% gain when
we sold our position this summer after holding it for two years.  Meanwhile,  we
remain shareowners of K-mart and have recently added shares. Stay tuned.

Banks and thrifts are only 6.2% of your fund now,  down from 13.3% last year and
20.2% in October  1993.  For  several  years,  the  performance  of this  sector
benefited the fund, but the well has -- at least temporarily -- run dry. This is
the first year when no bank is among our largest  positions.  Union  Bank,  last
year's  fourth-largest  position,  gave the fund a total  return  of 54% in nine
months when we sold it at a 44% premium to book value.

Overall,  our focus on  companies  and  closed-end  funds  selling  below  their
intrinsic  value worked well for us during the reporting  period.  We believe it
should continue to do so over the long term. The previously  mentioned companies
and their relative investment  performance should not be construed as indicative
of future performance.

We value your support of the Franklin  Balance  Sheet  Investment  Fund and look
forward to serving your investment needs in the months and years ahead.

Sincerely,


William J. Lippman
President
Franklin Balance Sheet Investment Fund



Performance Summary

The Franklin Balance Sheet Investment Fund provided a cumulative total return of
+19.32% for the one-year period ended October 31, 1995.  Cumulative total return
measures  the  change  in  value  of an  investment,  assuming  reinvestment  of
dividends  and capital  gains,  if any.  This  calculation  does not include the
initial sales charge.

Your fund's share price,  as measured by net asset value,  increased  during the
reporting period to $26.34 on October 31, 1995, from $22.68 on October 31, 1994.
Over the one-year reporting period, shareholders received distributions totaling
61.6 cents ($0.616) per share,  including 26 cents ($0.26) per share in dividend
income, a special year-end income distribution of one cent ($0.01) per share, 11
cents ($0.11) per share in long-term  capital gains, and 23.6 cents ($0.236) per
share in short-term  capital gains.  Distributions will vary depending on income
earned by the fund and any profits  realized  from the sale of securities in the
portfolio. Past performance is not predictive of future results.


Franklin Balance Sheet Investment Fund
Periods ended October 31, 1995

                                                     Since
                                                   Inception
                       1-Year         5-Year       (04/02/90)

Cumulative
Total Return1          19.32%         180.98%       118.15%

Average Annual
Total Return2          17.51%          22.59%        14.67%

1.  Cumulative  total returns  measure the change in value of an investment over
the specified  periods and do not reflect the maximum 1.5% initial sales charge.
See note below.

2. Average annual total returns  represent the average annual change in value of
an investment  over the  specified  periods and include the maximum 1.5% initial
sales charge. See note below.

Note: All total return calculations assume reinvestment of dividends and capital
gains at net asset value.  Investment  return and principal value will fluctuate
with  market  conditions  and you may have a gain or loss  when  you  sell  your
shares. Past performance is not predictive of future results.

Past  expense  reductions  by the fund's  manager  increased  the  fund's  total
returns.


As  reflected  in the graph to the  right,  we are  pleased  to report  that the
Franklin  Balance  Sheet  Investment  Fund  has  consistently  outperformed  the
unmanaged Russell 1000 Value Index since 1993. The Russell 1000 Value Index is a
total return  index  comprised of the 1,000  largest U.S.  companies,  ranked by
market capitalization.  Of course, an index and a fund have inherent performance
differences. Unmanaged market indices don't pay commissions or market spreads to
buy and sell securities. Further, they don't pay management fees. And, unlike an
index,  mutual funds are never 100% invested because of the need to have cash on
hand to redeem  shares.  In  addition,  the fund's  results  include the maximum
initial sales charge,  all fund expenses and account fees.  Please remember that
an  index is  simply a  measure  of  performance  and one  cannot  invest  in it
directly.



GRAPHIC MATERIAL 1 OMMITTED - SEE APPENDIX AT END OF DOCUMENT


*This  performance  graph assumes an initial $10,000  investment in the fund and
includes the maximum 1.5% initial  sales  charge,  all fund expenses and account
fees.  It also assumes that  dividends and capital  gains were  reinvested.  The
Russell  1000 Value  Index  includes  price  appreciation  or  depreciation  and
distributions  as part  of the  original  investment.  Past  performance  cannot
guarantee future results.

<TABLE>
<CAPTION>
FRANKLIN VALUE INVESTORS TRUST

Statement of Investments in Securities and Net Assets, October 31, 1995


                                                                                                        Value
   Shares         Franklin Balance Sheet Investment Fund                                              (Note 1)
                  Common Stocks  83.5%
                  Closed-End Funds  7.4%

     <S>          <C>                                                                                <C>        
     160,000    a Central European Equity Fund .................................................     $ 2,560,000
     150,000      Charles Allmon Trust, Inc. ...................................................       1,387,500
     160,000    a Convertible Holdings, Inc. ...................................................       1,860,000
      70,000    a Counsellors Tandem Securities Fund, Inc. .....................................       1,128,750
     200,000      Emerging Markets Infrastructure Fund, Inc. ...................................       1,900,000
     100,000      Gemini II, Inc., Capital Shares ..............................................       2,450,000
      90,000    a Global Health Sciences Fund ..................................................       1,327,500
     130,000    a H & Q Healthcare Investors ...................................................       2,356,250
     135,000      Irish Investment Fund, Inc. ..................................................       1,518,750
     130,000      Morgan Grenfell Smallcap Fund, Inc. ..........................................       1,511,250
      60,000      Petroleum & Resources Corp. ..................................................       1,627,500
     110,000      Quest for Value Capital Shares Inc. ..........................................       3,410,000
      52,500      Royce Value Trust ............................................................         675,938
     230,000    a Scudder New Europe Fund, Inc. ................................................       2,357,500
      22,400      Southeastern Thrift & Bank Fund, Inc. ........................................         593,600
      90,000      The Inefficient Market Fund, Inc. ............................................         945,000
      40,000      The Swiss Helvetia Fund ......................................................         840,000
       4,000    a Worldwide Value Fund, Inc. ...................................................          62,500
                                                                                                      -----------
                        Total Closed-End Funds (Cost $25,474,399) ..............................      28,512,038
                                                                                                      -----------

                  Banks & Thrifts  6.2%
      33,600      Affiliated Community Bancorp .................................................         554,400
      22,500      Ameriana Bancorp, Inc. .......................................................         405,000
     188,500      Bay View Capital Corp. .......................................................       4,995,250
     100,000      Bell Bancorp, Inc. ...........................................................       2,925,000
     139,400      California State Bank ........................................................       1,951,600
      57,000    a Calumet Bancorp, Inc. ........................................................       1,574,625
      20,000      Downey Financial Corp. .......................................................         407,500
         142      Farmers & Merchants Bank of Long Beach .......................................         263,410
     144,500      Fidelity Bancorp, Inc. .......................................................       2,131,375
   1,100,000    a Fidelity Federal Bank, Series A ..............................................       2,200,000
      24,000    a First Financial Bancorp, Inc. ................................................         375,000
      30,275      First Shenango Bancorp, Inc. .................................................         654,697
      41,791      Home Interstate Bancorp ......................................................         511,940
      10,000      MSB Bancorp, Inc. ............................................................         185,000
      36,300      People's Savings Financial Corp. .............................................         698,775
      59,000      Progressive Bank, Inc. .......................................................       1,637,250
       5,400    b Scottdale Savings & Trust/PA .................................................       1,296,000
      46,000      Westco Bancorp, Inc. .........................................................       1,230,500
                                                                                                      -----------
                                                                                                       23,997,322
                                                                                                      -----------
                  Food & Tobacco  4.7%
     179,300    a Culbro Corp. .................................................................     $ 8,090,913
      67,600      Genesee Corp., Class B .......................................................        3,033,550
     360,000      Nash-Finch Co. ...............................................................       6,435,000
      98,000    a Orange-Co., Inc. .............................................................         710,500
       5,400      Super Food Services, Inc. ....................................................          72,225
                                                                                                      -----------
                                                                                                      18,342,188
                                                                                                      -----------
                  Insurance - Life & Specialty  8.6%
     158,000      American National Insurance Co. ..............................................       9,006,000
     330,000      Home Beneficial Corp., Series B ..............................................       8,002,500
       5,000    a National Western Life Insurance Co., Class A .................................         275,625
     579,500      Presidential Life Corp. ......................................................       5,505,250
       5,962      Transport Holdings, Inc. - Class A ...........................................         234,009
     240,000      USLIFE Corp. .................................................................       6,840,000
     155,800      Washington National Corp. ....................................................       3,544,450
                                                                                                      -----------
                                                                                                      33,407,834
                                                                                                      -----------
                  Insurance - Property & Casualty  13.4%
     150,000      ACE, Ltd. ....................................................................       5,100,000
     295,000  a,b ACMAT Corp., Class A .........................................................       3,466,250
      97,300      Allmerica Financial Corp. ....................................................       2,444,663
      90,000      American Indemnity Financial Corp. ...........................................         900,000
      50,000      Amwest Insurance Group, Inc. .................................................         762,500
     125,000      Argonaut Group, Inc. .........................................................       3,687,500
     225,000      Capital Guaranty Corp. .......................................................       4,978,125
     120,000      Capital RE Corp. .............................................................       3,390,000
      50,200      Enhance Financial Services Group, Inc. .......................................       1,022,825
     214,800      Lawyers Title Corp. ..........................................................       3,517,350
     254,500    b Merchants Group, Inc. ........................................................       4,581,000
     146,000      Meridian Insurance Group, Inc. ...............................................       2,007,500
      63,100    a PICOM Insurance Company ......................................................       1,135,800
      94,700    a Prudential Reinsurance Holdings, Inc. ........................................       1,929,513
     303,000      Stewart Information Services Corp. ...........................................       6,249,375
     312,000  a,b Transnational RE Corp., Class A ..............................................       6,981,000
                                                                                                      -----------
                                                                                                      52,153,401
                                                                                                      -----------
                  Manufacturing  9.6%
      18,300      Allen Organ Co., Class B .....................................................         816,638
     128,800    a Ameriwood Industries International Corp. .....................................         644,000
      93,000    a Baldwin Piano & Organ Co. ....................................................       1,197,375
      88,800      Binks Manufacturing Co. ......................................................       2,186,700

                  Manufacturing (cont.)
     153,300      Capco Automotive Products Corp. ..............................................     $ 1,168,913
      45,000  a,b Cochrane Furniture, Inc. .....................................................         551,250
     200,000      Douglas & Lomason Co. ........................................................       2,200,000
     450,000  a,b Duplex Products...............................................................       3,375,000
      15,000      Espey Manufacturing & Electronics Corp. ......................................         206,250
     137,750      Green (A.P.) Industries, Inc. ................................................       2,720,563
      90,000      Hardinge, Inc. ...............................................................       2,205,000
     210,100      Insteel Industries, Inc. .....................................................       1,418,175
     100,000    a Marietta Corp. ...............................................................         825,000
     703,000  a,b Matrix Service Co. ...........................................................       2,812,000
       5,000      Medex, Inc. ..................................................................          55,000
     240,900    b Monarch Machine Tool Co. .....................................................       2,800,463
      77,000    a Oroamerica, Inc. .............................................................         317,625
     350,000      Oshkosh Truck Corp., Class B .................................................       4,987,500
      18,800      Pitt-Des Moines, Inc. ........................................................         690,900
     192,000    b Pulaski Furniture Corp. ......................................................       3,216,000
     445,000      Windmere Corp. ...............................................................       2,781,250
                                                                                                      -----------
                                                                                                      37,175,602
                                                                                                      -----------
                  Miscellaneous  4.5%
     600,500      Aviall, Inc. .................................................................       5,029,188
     536,600    a Aztar Corp. ..................................................................       4,359,875
     200,500      Ecology and Environment, Inc., Series A ......................................       1,578,938
      26,500      First Albany Companies, Inc. .................................................         241,813
     145,000      Hughes Supply, Inc. ..........................................................       3,498,125
      56,200      Lehman Brothers Holdings, Inc. ...............................................       1,222,350
      10,000      Noland Co. ...................................................................         185,000
      83,000    a Price Enterprises, Inc. ......................................................       1,224,250
                                                                                                      -----------
                                                                                                      17,339,539
                                                                                                      -----------
                  Natural Resources  7.6%
      57,500    a Cliffs Drilling Co. ..........................................................         776,250
     500,000  a,b Crown Central Petroleum, Class B .............................................       7,375,000
     200,000    a Devcon International Corp. ...................................................       1,550,000
     104,500    b ENEX Resources Corp. .........................................................         901,313
     303,000      Giant Industries, Inc. .......................................................       2,916,375
     600,000    a Pool Energy Services Co. .....................................................       5,550,000
      15,000      Rochester & Pittsburg Coal Co. ...............................................         472,500
     939,500      Total Petroleum (North America), Ltd. ........................................       9,512,428
      31,000    a Tucker Drilling Co., Inc. ....................................................         248,000
                                                                                                      -----------
                                                                                                      29,301,866
                                                                                                      -----------
                  Retail  11.4%
      32,300    a Advanced Marketing Services, Inc. ............................................      $  266,475
     227,200    a Buttrey Food and Drug Stores Co. .............................................       1,675,600
      51,000      Deb Shops, Inc. ..............................................................         184,875
     201,100    a Evans, Inc. ..................................................................         251,375
     463,300      Fred's, Inc. .................................................................       3,706,400
   1,040,000      Hechinger Co., Class A .......................................................       4,550,000
     297,200    b Jacobson Stores, Inc. ........................................................       2,749,100
     410,000      Kmart Corp. ..................................................................       3,331,250
     325,000  a,b Luria (L.) & Son, Inc. .......................................................       1,706,250
     190,000    a National Convenience Stores, Inc. ............................................       4,655,000
     475,000      Shopko Stores, Inc. ..........................................................       5,106,250
     240,200      Strawbridge & Clothier, Class A ..............................................       4,563,800
     346,000    a Syms Corp. ...................................................................       2,465,250
     300,000      Wolohan Lumber Co. ...........................................................       2,850,000
     275,000    a Younkers, Inc. ...............................................................       6,015,625
                                                                                                      -----------
                                                                                                      44,077,250
                                                                                                      -----------
                  Technology  3.7%
      60,000    a Aydin Corp. ..................................................................         982,500
     210,000    a Cray Research, Inc. ..........................................................       4,357,500
     122,500      Cubic Corp. ..................................................................       2,786,875
       3,100    a Dynamics Research Corp. ......................................................          17,825
     280,000    a ESCO Electronics Corp. .......................................................       2,240,000
      61,000    a Harris Computer Systems Corp. ................................................         861,625
     197,000    a Inacom Corp. .................................................................       1,970,000
     100,000      TransTechnology Corp. ........................................................       1,337,500
                                                                                                      -----------
                                                                                                      14,553,825
                                                                                                      -----------
                  Textile & Apparel  3.4%
     587,500  a,b Chic by H.I.S., Inc. .........................................................       3,231,250
     750,000      Delta Woodside Industries., Inc. .............................................       4,875,000
     500,000      Dixie Yarns, Inc. ............................................................       2,437,500
     100,000      Garan, Inc. ..................................................................       1,837,500
      89,000    a Sun Sportswear, Inc. .........................................................         311,500
      39,400      Thomaston Mills, Inc., Class A ...............................................         477,725
                                                                                                      -----------
                                                                                                      13,170,475
                                                                                                      -----------
                  Transportation  0.6%
       8,600      International Shipholding Corp. ..............................................         205,325
      53,100      Petroleum Helicopters, Inc. - Voting .........................................         574,144
     150,000      Petroleum Helicopters, Inc. - Non-Voting .....................................       1,593,750
                                                                                                      -----------
                                                                                                       2,373,219
                                                                                                      -----------
                  Utilities  2.4%
     100,000      Central Maine Power Co. ......................................................     $ 1,387,500
     120,000      Pennsylvania Enterprises, Inc. ...............................................       4,170,000
     153,300    a Southern Union Co. ...........................................................       3,123,488
      31,300      TNP Enterprises, Inc. ........................................................         567,313
                                                                                                      -----------
                                                                                                       9,248,301
                                                                                                      -----------
                        Total Common Stocks (Cost $299,927,442) ................................     323,652,860
                                                                                                      -----------
</TABLE>

<TABLE>
<CAPTION>
    Face
   Amount
                  Short Term Investments
                  Commercial Paper  5.6%

 <S>              <C>                                                                                 <C>
 $11,000,000      American Express Credit Corp., 5.48%, 03/18/96 ...............................      10,758,000
  11,000,000      Societe Generale, 5.50%, 03/22/1996 ..........................................      10,751,290
                                                                                                      -----------
                        Total Commercial Paper (Cost $21,530,288) ..............................      21,509,290
                                                                                                      -----------
                        Total Investments before Repurchase Agreements (Cost $321,457,730) .....     345,162,150
                                                                                                      -----------
              c,d Receivables from Repurchase Agreements  11.3%
  43,266,761      Joint Repurchase Agreement, 5.887%, 11/01/95 (Cost $43,957,662)...............      43,957,662
                   Daiwa Securities America, Inc., (Maturity Value $9,672,267)
                    Collateral: U.S. Treasury Bills, 4/25/96
                                U.S. Treasury Notes, 6.25% , 09/30/00
                   Donaldson, Lufkin & Jenrette, (Maturity Value $11,430,861)
                    Collateral: U.S. Treasury Notes, 5.125% - 8.25%, 07/31/96 - 03/31/00
                   Swiss Bank Corp., (Maturity Value $11,430,861)
                    Collateral: U.S. Treasury Notes, 6.875%, 03/31/00
                   UBS Securities, Inc., (Maturity Value $11,430,861)
                    Collateral: U.S. Treasury Notes, 5.125% - 8.5%, 11/15/95 - 01/31/00               -----------
                            Total Investments (Cost $365,415,392)  100.4% ......................     389,119,812
                            Liabilities in Excess of Other Assets, Net  (.4)% ..................      (1,580,280)
                                                                                                      -----------
                            Net Assets  100.0% .................................................    $387,539,532
                                                                                                      ===========

                  At October 31, 1995, the net unrealized  appreciation based on the cost of
                   investments for income tax purposes of $365,415,392 was as follows:
                    Aggregate  gross  unrealized appreciation for all investments in which there
                     was an excess of value over tax cost ......................................    $ 43,107,122
                    Aggregate gross unrealized depreciation for all investments in which there
                     was an excess of tax cost over value ......................................     (19,402,702)
                                                                                                      -----------
                    Net unrealized appreciation ................................................   $  23,704,420
                                                                                                      ===========






aNon-income producing.
bSee Note 7 regarding holdings of 5% voting securities.
cFace amount for repurchase agreements is for the underlying collateral.
dSee Note 1(f) regarding Joint Repurchase Agreement.

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



FRANKLIN VALUE INVESTORS TRUST

Franklin Balance Sheet Investment Fund

Financial Statements



Statement of Assets and Liabilities
October 31, 1995

Assets:
 Investments in securities, at value
 (identified cost $321,457,730)           $345,162,150
 Receivables from repurchase agreements,
 at value and cost                          43,957,662
 Cash                                          913,139
 Receivables:
  Dividends                                    229,661
  Investment securities sold                   553,833
  Capital shares sold                        1,417,732
                                           ------------
      Total assets                         392,234,177
                                           ------------
Liabilities:
 Payables:
  Investment securities purchased            3,926,508
  Capital shares repurchased                   154,331
  Management fees                              163,668
  Distribution fees                            406,637
  Shareholder servicing costs                   24,200
 Accrued expenses and other liabilities         19,301
                                           ------------
      Total liabilities                      4,694,645
                                           ------------
Net assets, at value                      $387,539,532
                                           ============
Net assets consist of:
 Undistributed net investment income        $  440,664
 Unrealized appreciation on investments     23,704,420
 Accumulated net realized gain              17,015,080
 Capital shares                                147,131
 Additional paid-in capital                346,232,237
                                           ------------
Net assets, at value                      $387,539,532
                                           ============
Computation of net asset value and
 offering price per share:
  Net asset value*
 ($387,539,532 O 14,713,128
shares outstanding)                             $26.34
                                           ============
  Maximum offering price
 (100/98.5 of $26.34)                           $26.74
                                           ============

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


Statement of Operations
for the year ended October 31, 1995

Investment income:
 Dividends                     $4,061,720
 Interest                       1,945,976
                               -----------
      Total income                         $ 6,007,696
Expenses:
 Management fees (Note 6)       1,325,910
 Distribution fees (Note 6)     1,068,865
 Shareholder servicing costs
  (Note 6)                        152,805
 Registration fees                109,280
 Reports to shareholders          106,534
 Professional fees                 25,573
 Custodian fees                    20,142
 Trustees' fees and expenses       13,293
 Amortization of organization
  costs                             6,796
 Other                             12,212
                               -----------
      Total expenses                         2,841,410
                                             ---------
       Net investment income                 3,166,286
                                             ---------
Realized and unrealized gain
 from investments:
  Realized gain from security
   transactions:
    From transactions in written
 options which expired
 (Note 5)                         224,393
From other security
 transactions                  16,790,687
                               ----------
       Net realized gain                    17,015,080
  Net unrealized appreciation
 on investments                             20,720,103
                                           -----------
       Net realized and unrealized
 gain from investments                      37,735,183
                                           -----------
Net increase in net assets resulting
 from operations                           $40,901,469
                                           ===========




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

<TABLE>
<CAPTION>
FRANKLIN  VALUE  INVESTORS  TRUST  Franklin  Balance Sheet  Investment  Fund

Financial Statements (cont.)

Statements of Changes in Net Assets
for the years ended October 31, 1995 and 1994

                                                                                       1995             1994
                                                                                    ----------       ----------
<S>                                                                                 <C>              <C>
Increase in net assets:
 Operations:
  Net investment income.........................................................    $ 3,166,286      $  697,086
  Net realized gain from investments............................................     17,015,080       2,224,227
  Net unrealized appreciation on investments....................................     20,720,103         384,302
                                                                                    ----------       ----------
      Net increase in net assets resulting from operations......................     40,901,469       3,305,615
 Distributions to shareholders from:
  Undistributed net investment income...........................................     (2,726,560)       (718,426)
  Net realized gain on investments..............................................     (2,224,227)     (1,042,553)
 Increase in net assets from capital share transactions (Note 4 )...............    217,333,993     110,393,038
                                                                                    ----------       ----------
      Net increase in net assets................................................    253,284,675     111,937,674
Net assets:
 Beginning of year..............................................................    134,254,857      22,317,183
                                                                                    ----------       ----------
 End of year (including undistributed net investment
 income of $440,664 at 10/31/95 and $938 at 10/31/94)...........................   $387,539,532    $134,254,857
                                                                                    ==========       ==========



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



FRANKLIN VALUE INVESTORS TRUST

Franklin Balance Sheet Investment Fund

Notes to Financial Statements


1. SIGNIFICANT ACCOUNTING POLICIES

Franklin  Value  Investors  Trust (the  Trust) is an  open-end,  non-diversified
management  investment  company (mutual fund),  registered  under the Investment
Company Act of 1940, as amended.  On September  21, 1995,  the Board of Trustees
approved a name change for the Trust,  formerly  known as the  Franklin  Balance
Sheet Investment Fund. At October 31, 1995, the Trust consisted of one Fund, the
Balance Sheet Investment Fund (the Fund).

On September 21, 1995, the Board of Trustees approved the addition of a new fund
to the series. A registration  statement relating to the new fund has been filed
with the Securities and Exchange Commission,  but had not become effective as of
October 31, 1995.

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

a. Securities Valuations:

Portfolio  securities listed on a securities  exchange or on the NASDAQ National
Market System for which market  quotations  are readily  available are valued at
the last  quoted  sale price of the day or, if there is no such  reported  sale,
within  the  range  of the  most  recent  quoted  bid and  asked  prices.  Other
securities  for which  market  quotations  are readily  available  are valued at
current  market  values,  obtained from pricing  services,  which are based on a
variety of factors,  including  recent  trades,  institutional  size  trading in
similar  types of  securities  (considering  yield,  risk and  maturity)  and/or
developments  related to specific  securities.  Portfolio  securities  which are
traded both in the  over-the-counter  market and on a  securities  exchange  are
valued according to the broadest and most representative market as determined by
the Manager. Other securities for which market quotations are not available,  if
any,  are  valued in  accordance  with  procedures  established  by the Board of
Trustees.

Open  option  contracts  are valued at their last  sales  price on the  relevant
exchange  prior to the time when assets are valued.  Lacking any sales that day,
options are valued at the mean between the current closing bid and asked prices.

b. Income Taxes:

The Trust  intends to continue to qualify for the tax  treatment  applicable  to
regulated  investment  companies under the Internal Revenue Code and to make the
requisite  distributions to its shareholders which will be sufficient to relieve
it from income and excise taxes. Therefore, no income tax provision is required.

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 for both financial statement
and income tax purposes.

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.


1. SIGNIFICANT ACCOUNTING POLICIES (cont.)

e. Option Transactions:

The Fund may write  covered  call  options in which the  premiums  received  are
recorded as a liability  which is marked to market to reflect the current  value
of the options written.  A covered call option gives the holder the right to buy
the underlying security which the Fund owns at any time during the option period
at a predetermined  exercise price. The risk in writing a covered call option is
that the Fund gives up the  opportunity  to  participate  in any increase in the
price of the underlying  security beyond the exercise price.  Proceeds from call
options exercised are increased by the amount of premiums received. If an option
expires or is cancelled in a closing  transaction,  the Fund will realize a gain
or loss depending on whether the cost of the closing transaction is less than or
greater than the premium originally received.

f. Repurchase Agreements:

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

In a repurchase agreement,  the Fund purchases a U.S. government security from a
dealer or bank subject to an  agreement  to resell it at a mutually  agreed upon
price and date. Such a transaction is accounted for as a loan by the Fund to the
seller,  collateralized by the underlying security. The transaction requires the
initial   collateralization  of  the  seller's  obligation  by  U.S.  government
securities with market value,  including accrued  interest,  of at least 102% of
the  dollar  amount  invested  by the  Fund,  with the  value of the  underlying
security  marked to market  daily to maintain  coverage  of at least  100%.  The
collateral  is  delivered to the Fund's  custodian  and held until resold to the
dealer or bank. At October 31, 1995, the outstanding joint repurchase  agreement
held by the Fund had been entered into on that date.


2. ORGANIZATION COSTS

The organization  costs of the Fund have been fully amortized on a straight line
basis  over a period of five years  from  April 2, 1990 (the  effective  date of
registration under the Securities Act of 1933).


3. DISTRIBUTIONS AND CAPITAL LOSS CARRYOVERS

At October 31, 1995,  for tax purposes,  the Fund had  accumulated  net realized
gains of $17,015,080.

For tax purposes,  the aggregate cost of securities and unrealized  appreciation
of the Fund are the same as for  financial  statement  purposes  at October  31,
1995.

<TABLE>
<CAPTION>
4. TRUST SHARES

At October 31, 1995,  there was an unlimited  number of $.01 par value shares of
beneficial interest  authorized.  Transactions in the Fund's shares for the year
ended October 31, 1995 and 1994 were as follows:

                                                                 Year Ended October 31,
                                                          1995                         1994
                                                  --------------------         ---------------------
                                                 Shares        Amount         Shares         Amount
                                                --------     ----------      --------      ----------
           <S>                                 <C>          <C>             <C>           <C>
           Shares sold......................   6,640,006    $165,283,384    3,102,569     $ 69,215,528
           Shares issued in reinvestment of
            distributions...................     180,557       4,192,576       65,077        1,429,626
           Shares redeemed..................    (775,560)    (19,041,654)    (257,614)      (5,750,140)
           Changes from exercise of
            exchange privilege:
             Shares sold....................   3,629,054      88,601,302    2,330,986       52,017,896
             Shares redeemed................    (881,566)    (21,701,615)    (291,775)      (6,519,872)
                                                --------     ----------      --------      ----------
           Net increase.....................   8,792,491    $217,333,993    4,949,243     $110,393,038
                                                ========     ==========      ========      ==========
</TABLE>

<TABLE>
<CAPTION>
5. PURCHASES AND SALES OF SECURITIES

Purchases and sales of securities  (excluding  purchases and sales of short-term
securities)  for the year ended  October 31, 1995  aggregated  $224,871,428  and
$60,656,555, respectively.

Transactions  in written  options  for the year ended  October  31, 1995 were as
follows:

                                                                                          Call
                                                                                 ----------------------
                                                                                              Number of
                                                                                 Amount of     Shares
                                                                                 Premiums     Optioned
                                                                                 ---------    ---------
           <S>                                                                    <C>           <C>
           Options outstanding at October 31, 1994............................    $224,393      20,000
           Options sold.......................................................     219,129      60,000
           Options expired....................................................    (224,393)    (20,000)
           Options exercised..................................................    (219,129)    (60,000)
           Options outstanding at October 31, 1995............................    $    --           --
                                                                                 ==========   ==========


Premiums  received on expired  written call options  resulted in a net realized gain of $224,393 for the year ended October
31, 1995.
</TABLE>



6. TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

Franklin  Advisers,  Inc.,  ("Manager"  or  "Advisers")  under  the  terms  of a
management  agreement,  provides  investment  advice,  administrative  services,
office space and facilities to the Fund, and receives fees computed daily on the
net  assets of the Fund at an  annualized  rate of 5/8 of 1% of the  first  $100
million of net assets of the Fund; 1/2 of 1% of the net assets in excess of $100
million up to $250 million, 45/100 of 1% of net assets in excess of $250 million
up to $10  billion,  44/100 of 1% of net  assets in excess of $10  billion up to
$12.5  billion,  42/100 of 1% of net assets in excess of $12.5 billion up to $15
billion and 40/100 of 1% of net assets in excess of $15 billion.  Fees  incurred
by the Fund aggregated $1,325,910 for the year ended October 31, 1995. The terms
of the management  agreement provide that annual aggregate  expenses of the Fund
be limited to the extent  necessary to comply with the  limitations set forth in
the laws, regulations and administrative  interpretations of the states in which
the funds shares are registered. For the year ended October 31, 1995, the Fund's
expenses did not exceed these limitations.

Pursuant to a shareholder  service  agreement with  Franklin/Templeton  Investor
Services,  Inc.,  ("Investor Services") the Fund pays costs on a per shareholder
account  basis.  Such  costs  incurred  for the  year  ended  October  31,  1995
aggregated $152,805 of which $135,740 was paid to Investor Services.

Under the terms of a Distribution  Plan pursuant to Rule 12b-1 of the Investment
Company Act of 1940,  Franklin  Balance  Sheet  Investment  Fund will  reimburse
Franklin/Templeton  Distributors, Inc. ("Distributors") in an amount up to 0.50%
per annum of the Fund's  average daily net assets for the costs  incurred in the
promotion,  offering  and  marketing  of the Fund's  shares.  Costs  incurred by
Franklin Balance Sheet Investment Fund under the agreement aggregated $1,068,865
for the year ended October 31, 1995.

In its capacity as underwriter  for the capital stock of the Fund,  Distributors
received  commissions  on sales of the Fund's  capital  stock.  Commissions  are
deducted from the gross proceeds  received from the sale of the capital stock of
the Fund and as such are not  expenses of the Fund.  Distributors  may also make
payments  out of its own  resources,  to dealers  for  certain  sales of capital
stock.

Commissions  received  by  Distributors  for the year  ended  October  31,  1995
amounted to $1,968,071, all of which was paid to other dealers.

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


7. HOLDINGS OF 5% VOTING SECURITIES OF PORTFOLIO COMPANIES

Investments of 5% or more of an issuer's  outstanding  voting securities 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 October 31,
1995, which amounted to $45,041,876.


<TABLE>
<CAPTION>
8. FINANCIAL HIGHLIGHTS

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

                                                                                  Year Ended October 31
                                                               -------------------------------------------------
PER SHARE OPERATING PERFORMANCE                                  1995       1994      1993      1992      1991
                                                                -------    -------   -------   -------   -------
<S>                                                             <C>        <C>       <C>       <C>       <C>   
Net asset value at beginning of year........................    $22.68     $22.97    $17.37    $15.54    $11.48
                                                                -------    -------   -------   -------   -------
Net investment income.......................................       .30        .23       .39       .53       .52
Net realized and unrealized gain on securities..............      3.98        .51      6.26      1.83      4.10
                                                                -------    -------   -------   -------   -------
Total from investment operations............................      4.28        .74      6.65      2.36      4.62
                                                                -------    -------   -------   -------   -------
Less distributions:
 From net investment income.................................      (.27)      (.26)     (.43)     (.53)     (.56)
 From capital gains.........................................      (.35)      (.77)     (.62)       --        --
                                                                -------    -------   -------   -------   -------
Total distributions.........................................      (.62)     (1.03)    (1.05)     (.53)     (.56)
                                                                -------    -------   -------   -------   -------
Net asset value at end of year..............................    $26.34     $22.68    $22.97    $17.37    $15.54
                                                                =======    =======   =======   =======   =======
TOTAL RETURN*...............................................     19.32%      3.42%    37.78%    15.51%    40.96%
RATIOS/SUPPLEMENTAL DATA
Net assets at end of year (in 000's)........................    $387,540   $134,255  $22,317    $5,149   $3,572
Ratio of expenses to average net assets.....................      1.17%      1.19%       --        --        --
Ratio of expenses to average net assets
 (before fee waiver and expense reduction) (Note 6).........      1.17%      1.34%     1.85%     2.60%     3.16%
Ratio of net investment income to average net assets........      1.30%       .99%     1.89%     3.16%     3.79%
Portfolio turnover rate.....................................     28.63%     24.96%    31.36%    30.86%    31.94%

*Total  return  measures the change in value of an  investment  over the periods
indicated. It is not annualized. It does not include the maximum front-end sales
charge and assumes  reinvestment  of dividends and capital gains, if any, at net
asset value.
+ During the  periods  indicated,  Advisers  agreed in advance to waive all or a
portion of its management fees and pay all or a portion of the other expenses of
the Fund.
</TABLE>




Under IRC  854(b)(2) of the Internal  Revenue Code,  the Fund hereby  designates
99.62% of its  ordinary  income  dividends  paid  during the  fiscal  year ended
October 31, 1995, as income qualifying for the dividends received deduction.



FRANKLIN VALUE INVESTORS TRUST

Franklin Balance Sheet Investment Fund

Report of Independent Auditors

To the Shareholders and Board of Trustees of Franklin Value Investors Trust:

We have audited the accompanying statement of assets and liabilities of the fund
comprising the Franklin Value Investors Trust, including the Fund's statement of
investments  in  securities  and net  assets,  as of October 31,  1995,  and the
related  statement of  operations  for the year then ended,  the  statements  of
changes in net assets for each of the two years in the period  then  ended,  and
the  financial  highlights  for each of the five years in the period then ended.
These financial  statements and financial  highlights are the  responsibility of
the Trust's  management.  Our  responsibility  is to express an opinion on these
financial statements and financial highlights based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
October 31, 1995 by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of the
fund  comprising the Franklin Value  Investors Trust as of October 31, 1995, the
results of its operations for the year then ended, the changes in its net assets
for each of the two years in the period then ended, and the financial highlights
for each of the five years in the period then ended in conformity with generally
accepted accounting principles.

                                                 COOPERS & LYBRAND L.L.P.

San Francisco, California
December 8, 1995



Franklin Balance Sheet Investment Fund

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

GRAPHIC MATERIAL (1)

The following line graph hypothetically compares the performance of the 
Franklin Balance Sheet Fund to that of the Russell 1000 Value and the 
Consumer Price Index, based on a $10,000 investment from 4/2/90 to 10/31/95.

Period Ending     Balance Sheet     Russell 1000    CPI
4/2/90             $9,849            $10,000         $10,000
4/30/90            $9,547            $9,610          $10,016
5/31/90            $9,947            $10,408         $10,039
6/30/90            $9,856            $10,171         $10,093
7/31/90            $9,685            $10,083         $10,132
8/31/90            $8,792            $9,197          $10,225
9/30/90            $7,940            $8,751          $10,311
10/31/90           $7,647            $8,632          $10,373
11/30/90           $8,099            $9,230          $10,395
12/31/90           $8,325            $9,464          $10,395
1/31/91            $8,902            $9,890          $10,458
2/28/91            $9,764            $10,548         $10,473
3/31/91            $10,050           $10,704         $10,489
4/30/91            $10,325           $10,783         $10,505
5/31/91            $10,626           $11,185         $10,536
6/30/91            $10,468           $10,714         $10,567
7/31/91            $10,571           $11,162         $10,583
8/31/91            $10,633           $11,365         $10,613
9/30/91            $10,647           $11,281         $10,660
10/31/91           $10,779           $11,469         $10,676
11/30/91           $10,709           $10,880         $10,707
12/31/91           $11,246           $11,792         $10,715
1/31/92            $11,564           $11,811         $10,731
2/29/92            $11,966           $12,100         $10,769
3/31/92            $12,022           $11,925         $10,824
4/30/92            $11,930           $12,439         $10,839
5/31/92            $12,065           $12,501         $10,855
6/30/92            $12,015           $12,423         $10,894
7/31/92            $12,764           $12,903         $10,917
8/31/92            $12,379           $12,508         $10,947
9/30/92            $12,221           $12,681         $10,978
10/31/92           $12,451           $12,692         $11,016
11/30/92           $13,003           $13,108         $11,032
12/31/92           $13,724           $13,420         $11,024
1/31/93            $14,031           $13,810         $11,078
2/28/93            $14,121           $14,296         $11,117
3/31/93            $14,593           $14,717         $11,156
4/30/93            $14,555           $14,529         $11,187
5/31/93            $14,969           $14,821         $11,202
6/30/93            $15,150           $15,147         $11,218
7/31/93            $15,626           $15,317         $11,218
8/31/93            $16,865           $15,870         $11,250
9/30/93            $16,888           $15,895         $11,273
10/31/93           $17,411           $15,884         $11,319
11/30/93           $17,100           $15,557         $11,327
12/31/93           $17,233           $15,852         $11,327
1/31/94            $17,722           $16,452         $11,358
2/28/94            $17,517           $15,889         $11,397
3/31/94            $16,940           $15,298         $11,435
4/30/94            $17,153           $15,592         $11,451
5/31/94            $17,343           $15,771         $11,459
6/30/94            $17,390           $15,394         $11,498
7/31/94            $17,802           $15,873         $11,529
8/31/94            $18,301           $16,328         $11,575
9/30/94            $18,285           $15,786         $11,607
10/31/94           $18,007           $16,006         $11,615
11/30/94           $17,411           $15,359         $11,630
12/31/94           $17,490           $15,536         $11,630
1/31/95            $18,016           $16,014         $11,676
2/28/95            $18,817           $16,647         $11,723
3/31/95            $19,214           $17,011         $11,762
4/30/95            $19,846           $17,549         $11,801
5/31/95            $20,260           $18,288         $11,824
6/30/95            $20,731           $18,536         $11,848
7/31/95            $21,227           $19,181         $11,848
8/31/95            $21,789           $19,452         $11,879
9/30/95            $22,032           $20,156         $11,902
10/31/95           $21,485           $19,956         $11,942





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