FRANKLIN STRATEGIC MORTGAGE PORTFOLIO
N-30D, 1996-11-27
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MESSAGE FROM THE CHAIRMAN
===============================================================================
                                                                              
                                                            November 15, 1996
Dear Shareholder:

It's a pleasure to bring you the Franklin Strategic Mortgage  Portfolio's annual
report for the period ended September 30, 1996.

During the first three months of the reporting period,  economic growth remained
slow.  Gross  Domestic  Product  (GDP) in the fourth  quarter of 1995 grew at an
annualized rate of only .3% amidst some  speculation that the economy would slip
into a recession. This concern may have contributed to the 30-year U.S. Treasury
bond's yield dipping below 6% at the end of 1995.

The story in 1996 was somewhat different: rising employment and strong personal
income growth helped consumer spending rebound midway through the first quarter
of 1996. GDP growth,

calculated at an annualized rate of 2.2% in March 1996, increased to more than
4% by June -- raising inflationary concerns. This worry caused bond prices to
drop and long-term interest rates to rise throughout 1996.

As the third quarter of 1996 ended, the unemployment  rate remained low, leading
many bond  investors to speculate  that  economic  growth could  accelerate  and
eventually lead to increased  inflation.  The Fed had lowered the target federal
funds rate in December  1995 and January  1996 in the wake of slow  growth.  Fed
Chairman  Alan  Greenspan  noted  later this year that  increasing  inflationary
pressures  could lead to an  increase  in the  federal  funds  rate but,  to the
surprise of many analysts,  took no action at the Open Market Committee  Meeting
on September 24, 1996.

Relatively stable inflation rates, however, have managed to keep interest rates
from climbing as high as they did in 1994. Consumer credit problems in the U.S.
and lower-than-expected economic growth from the U.S.'s major trading partners
- -- among these, Germany, Japan and Mexico -- also kept interest rates in a
stable range during the second and third quarters of 1996.

We expect that your fund should perform well as the U.S. economy maintains its
current, relatively slow-growth course. While the economy appears to be stable
at the moment, market uncertainties persist.

We encourage you to maintain a long-term perspective. Periodically consult with
your investment representative to ensure your investments match these goals.
This long-term orientation will help minimize undue concern caused by short-term
market volatility.

As a Franklin Templeton fund shareholder, you receive the benefits of
professional management and dedicated service. We welcome the opportunity to
answer any questions concerning your fund.

We appreciate your support, welcome new shareholders and look forward to serving
your investment needs in the years ahead.

Sincerely,

Charles B. Johnson
Chairman
Franklin Strategic Mortgage Portfolio

===============================================================================
MANAGER'S DISCUSSION 
================================================================================

Your Fund's Objective:
Seeks to obtain a high level of total return  relative to the performance of the
general  mortgage  securities  market by  investing  primarily in a portfolio of
mortgage  securities  created  from  pools of  mortgages  which  are  issued  or
guaranteed by the U.S. government, its agencies or instrumentalities.*

*U.S.  government  securities  owned  by  the  fund  or  held  under  repurchase
agreement,  but not shares of the fund, are guaranteed by the U.S. government as
to the timely payment of principal and interest.  Yields and share price are not
guaranteed and will fluctuate with market conditions.  

U.S. mortgage securities performed well, in terms of total return, in comparison
to other federal government bonds. With long-term interest rates on the rise for
eight of the reporting period's twelve months, fewer people refinanced their
home mortgages, which reduced the prepayment risk for mortgage securities. This
reduction attracted investors to the mortgage security market.

As you know, we employ a consistent, disciplined and conservative approach to
investing in the mortgage passthrough market. Over the reporting period, this
market became increasingly divided into subsets based on the seasoning of the
underlying mortgage pools. These pools, characterized by varying degrees of risk
exposure to interest rate movement and housing cycles, exhibit different
prepayment patterns. The emergence of these subsets provided us with increased
opportunities to add quality securities to the fund.

Our  investment  approach,  which  utilizes  low  portfolio  turnover,   reduces
unnecessary   transaction  costs.  During  the  12-month  period,  we  purchased
securities in several coupon and maturity ranges, including those in the 15- and
30-year  maturity range.  Interest rate exposure  increased over the year due to
lower prepayments experienced by mortgage passthrough securities.

GRAPHIC MATERIAL 1 OMITTED - SEE APPENDIX AT END OF DOCUMENT

We have always employed a consistent,  disciplined  approach to investing in the
mortgage passthrough market and will continue to do so.

================================================================================
What is a "passthrough" security?

A mortgage  security is an interest in a pool of mortgage  loans.  Most mortgage
securities are passthrough  securities,  which means that they provide investors
with monthly  payments  consisting of a prorated share of both regular  interest
and principal  payments -- as well as  unscheduled  early  prepayments -- on the
underlying  mortgage pool.  The primary  issuers or guarantors of these mortgage
securities are the Government  National  Mortgage  Association  (GNMA),  Federal
National Mortgage Association (FNMA), and Federal Home Loan Mortgage Corporation
(FHLMC). Securities issued by these agencies are generally considered to be high
quality investments having minimal credit risks.
================================================================================

Performance Summary

The Franklin Strategic Mortgage Portfolio's share price, as measured by net
asset value, declined 17 cents from $9.91 on September 30, 1995, to $9.74 on
September 30, 1996.

At the end of this reporting  period,  the fund's  distribution  rate was 6.97%,
based on an annualization  of the current  dividend of 5.8267 cents  ($0.058267)
per share and the  maximum  offering  price of $10.17  on  September  30,  1996.
Dividends  will vary based on the  earnings  of the fund's  portfolio,  and past
distributions are not indicative of future trends.

Franklin Strategic Mortgage Portfolio
Dividend Distributions 10/1/95 - 9/30/96+

                                        Dividend
   Month                                per Share

   October                             6.2195 cents
   November                            5.8870 cents
   December                            5.6022 cents
   January                             6.3953 cents
   February                            5.9646 cents
   March                               5.6086 cents
   April                               6.4699 cents
   May                                 5.9725 cents
   June                                5.2872 cents
   July                                6.5323 cents
   August                              5.6954 cents
   September                           6.0176 cents
   Total                              71.6521 cents

 
+Assumes  shares were  purchased and held for the entire accrual  period.  Since
dividends accrue daily, your actual distributions will vary depending on the day
you  purchased  your shares and any account  activity  during the month.  Income
distributions and total return calculations include all accrued income earned by
the fund during the reporting period.

The chart on page 6 illustrates that since its inception in 1993, the Franklin
Strategic Mortgage Portfolio underperformed the unmanaged Salomon Brothers
Mortgage Index. Comparing a mutual fund with an index, however, is neveran
apples-to-apples comparison. Unmanaged indices don't pay management fees to
cover salaries of securities analysts or portfolio managers, or pay commissions
or market spreads to buy and sell securities. Also, unlike indices, mutual funds
are never fully invested because they must have cash on hand to redeem shares.
In addition, the performance shown for the fund includes the maximum initial
sales charge, all fund expenses and account fees. If the fund's costs had been
applied to the index, the index's performance would have been lower. Please
remember that an index is simply a measure of performance and cannot be invested
in directly. Past performance is not predictive of future results.

GRAPHIC MATERIAL 2 OMITTED - SEE APPENDIX AT END OF DOCUMENT

Franklin Strategic Mortgage Portfolio

Periods ended September 30, 1996

                                                                     Since
                                                                   Inception
                                                1-Year    3-Year    (2/1/93)
- --------------------------------------------------------------------------------

Cumulative Total Return1                         5.69%    17.78%     25.00%

Average Annual Total Return2                     1.19%     4.10%      5.04%

Distribution Rate3                       6.97%

30-Day Standardized Yield4               6.96%
- --------------------------------------------------------------------------------
1. Cumulative total return measures the change in value of an investment over
the periods indicated and does not include
sales charges. See Note below.

2. Average annual total return measures the average annual change in value of an
investment over the periods indicated and includes the 4.25% initial sales
charge. See Note below.

3. Distribution rate is based on the annualization of the current 5.8267 cent
per share monthly dividend and the maximum offering price of $10.17 on September
30, 1996. 

4. Yield, calculated as required by the SEC, is based on the earnings
of the fund's portfolio for the 30 days ended September 30, 1996. 

Note: Prior to July 1, 1994, fund shares were offered at a higher initial sales
charge. Thus, actual total returns for purchasers of shares during that period
would have been somewhat different than noted above. Your 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.

The fund's manager has agreed to waive a portion of management fees, which
reduces operating expenses and increases distribution rate, yield and total
return to shareholders. If the manager had not taken this action, the fund's
distribution rate and total return would have been lower, and yield for the
period would have been 5.72%. The fee waiver may be discontinued at any time
upon notice to the fund's Board of Directors.

================================================================================

FRANKLIN STRATEGIC MORTGAGE PORTFOLIO

Statement of Investments in Securities and Net Assets, September 30, 1996

   Face                                                          Value
  Amount                                                        (Note 1)
 -------------------------------------------------------------------------
               Mortgage-Backed Securities 96.3%
               Federal Home Loan Mortgage Corp. (FHLMC)  31.9%
$  86,405      9.00%, 06/01/01 ...........................      $ 90,105
  206,177      6.50%, 11/01/01 ...........................       202,892
  120,678      6.50%, 03/01/09 ...........................       117,096
   82,109      7.00%, 06/01/09 ...........................        81,315
   56,073      8.00%, 01/01/10 ...........................        57,352
   75,949      7.50%, 04/01/10 ...........................        76,519
  133,736      6.00%, 07/01/10 ...........................       126,966
   73,568      6.50%, 04/01/11 ...........................        71,384
  100,319      7.00%, 07/01/11 ...........................        99,348
  104,528      9.50%, 12/01/22 ...........................       111,714
  129,103      7.00%, 06/01/24 ...........................       124,988
  129,632      7.50%, 07/01/24 ...........................       128,457
  124,841      8.00%, 07/01/24 ...........................       126,285
  158,787      8.50%, 12/01/24 ...........................       163,353
   45,896      8.00%, 06/01/25 ...........................        46,427
   74,205      7.00%, 09/01/25 ...........................        71,840
   59,366      7.00%, 10/01/25 ...........................        57,474
   47,251      7.50%, 10/01/25 ...........................        46,824
   70,336      7.50%, 01/01/26 ...........................        69,699
   89,045      8.00%, 01/01/26 ...........................        90,076
   60,541      7.00%, 03/01/26 ...........................        58,611
  120,549      7.00%, 03/01/26 ...........................       116,707
   50,369      7.50%, 05/01/26 ...........................        49,913
                                                               ---------
       Total Federal Home Loan Mortgage Corp.(Cost $2,173,880) 2,185,345
                                                               ---------
             Federal National Mortgage Assocation (FNMA)  38.3%
  194,249      6.00%, 03/01/01 ............................      189,356
  125,729      6.50%, 09/01/08 ............................      121,918
   90,490      7.00%, 07/01/09 ............................       89,529
   76,911      7.50%, 07/01/09 ............................       77,464
   50,499      6.50%, 04/01/11 ............................       48,969
   53,576      6.00%, 05/01/11 ............................       50,831
   50,498      6.00%, 06/01/11 ............................       47,911
  35,000a      7.00%, 10/01/11 ............................       34,606
   26,960      6.00%, 12/01/23 ............................       24,618
  468,972      6.50%, 06/01/24 ............................      440,981
  397,016      7.00%, 06/01/24 ............................      383,742
   89,765      8.50%, 07/01/24 ............................       92,234
  151,890      9.00%, 01/01/25 ............................      153,457
   26,470      9.00%, 01/01/25 ............................       26,744
$ 166,589      9.00%, 01/01/25 ............................      174,190
  218,460      7.50%, 08/01/25 ............................      216,208
 100,000a      7.50%, 09/01/25 ............................       98,906
   49,546      7.50%, 11/01/25 ............................       49,036
   60,545      7.00%, 01/01/26 ............................       58,521
   50,180      7.50%, 03/01/26 ............................       49,663
   75,119      7.00%, 06/01/26 ............................       72,607
   30,178      8.00%, 06/01/26 ............................       30,489
  90,000a      8.00%, 10/01/26 ............................       90,872
                                                               ----------
               Total Federal National 
               Mortgage Assocation (Cost $2,567,788).......    2,622,852
                                                               ----------
               Government National Mortgage
               Association (GNMA), SF,  26.1%
  131,870      9.00%, 12/15/16 ............................      138,464
   68,624      10.00%, 10/15/18 ...........................       74,972
  120,899      9.50%, 10/15/20 ............................      129,853
  199,744      8.00%, 02/15/23 ............................      201,992
  274,006      7.00%, 06/15/23 ............................      264,160
  158,126      7.50%, 06/15/23 ............................      156,397
  266,321      6.50%, 01/15/24 ............................      249,177
  129,826      8.50%, 07/15/24 ............................      133,721
   42,089      8.00%, 01/15/25 ............................       42,563
   49,073      7.50%, 09/15/25 ............................       48,537
   25,159      7.50%, 09/15/25 ............................       24,884
   35,000     a8.50%, 01/01/26 ............................       36,017
   50,331      7.00%, 01/15/26 ............................       48,523
   74,107      7.50%, 01/15/26 ............................       73,297
   25,228      7.00%, 03/15/26 ............................       24,321
   25,231      7.50%, 05/15/26 ............................       24,955
   39,901      8.00%, 06/15/26 ............................       40,350
   34,651      8.00%, 08/20/26 ............................       34,868
   40,000     a7.50%, 10/01/26 .............................      39,540
                                                              ----------
               Total Government National 
               Mortgage Association (Cost $1,805,154)........  1,786,591
                                                              -----------
               Total Mortgage-Backed Securities
               (Cost $6,546,822).............................  6,594,788
                                                              -----------
         bReceivables from Repurchase Agreement  7.5%               
$ 511,512 Joint Repurchase Agreement, 5.687%, 10/01/96 
          (Maturity Value $509,914)
           (Cost $509,834)
           Aubrey G. Lanston & Co., Inc., (Maturity Value $62,852)
            Collateral: U.S. Treasury Notes, 6.00%, 09/30/98
           Bear, Stearns & Co., Inc., (Maturity Value $62,852)
            Collateral: U.S. Treasury Bills, 02/27/97
                 U.S.Treasury Notes, 5.75% - 5.875%, 08/15/98 - 10/31/00
           Donaldson, Lufkin & Jenrette Securities Corp.,
            (Maturity Value $62,852)
            Collateral: U.S. Treasury Notes, 4.75% - 8.50%, 
            07/15/97 - 08/15/01
           Fuji Securities, Inc., (Maturity Value $62,852)
            Collateral: U.S. Treasury Notes, 5.75% - 6.75%, 
            05/31/97 - 04/30/00
           Lehman Brothers, Inc., (Maturity Value $69,950)
             Collateral: U.S. Treasury Notes, 5.125% - 8.00%,
             02/28/98 - 06/30/01
            SBC Warburg, Inc., (Maturity Value $62,852)
             Collateral: U.S. Treasury Notes, 6.00%, 05/31/98
            The Nikko Securities Co. International, Inc., 
             (Maturity Value $62,852)
             Collateral: U.S. Treasury Notes, 5.375% - 6.50%,
              11/30/97 - 05/31/01
            UBS Securities L.L.C., (Maturity Value $62,852)
             Collateral: U.S. Treasury Notes, 5.75% - 7.375%,
             07/31/97-11/15/97 .................................   $ 509,834
                                                                  -----------
                Total Investments (Cost $7,056,656)  103.8% ....   7,104,622
                Liabilities in Excess of Other Assets  (3.8)%...    (257,397)
                                                                  -----------
                Net Assets 100.0% ..............................  $6,847,225
                                                                  ===========
     At September 30, 1996, the net unrealized appreciation based
     on the cost ofinvestments for income tax purposes of $7,029,261
     was as follows: Aggregate gross unrealized appreciation for all
     investments in which there was an excess of value over tax 
     cost........................................................  $ 131,931
     Aggregate gross unrealized depreciation for all investments
     in which there was an excess of tax cost over value..........   (56,570)
                                                                    ---------
      Net unrealized appreciation................................... $ 75,361
                                                                    =========
PORTFOLIO ABBREVIATION:
SF  - Single Family

aSee Note 1(g) regarding securities purchased on a when-issued basis. 
bFace amount for repurchase agreements is for the underlying collateral. See
Note 1(f) regarding joint repurchase agreement.

Financial Statements

Statement of Assets and Liabilities
September 30, 1996

Assets:
 Investments in securities, at value
 (identified cost $6,546,822)               $6,594,788
 Receivables from repurchase agreements,
 at value and cost                             509,834
 Receivables:
  Interest                                      40,610
  Investment securities sold                     1,673
 Unamortized organization cost (Note 2)          1,200
                                              ---------
      Total assets                           7,148,105
                                              ---------

Liabilities:
 Payables:
  Investment securities purchased
 on a when issued basis (Note 1)               298,883
  Dividends to shareholders                        797
 Accrued expenses and other liabilities          1,200
                                            -----------
      Total liabilities                        300,880

Net assets, at value                        $6,847,225
                                            ===========

Net assets consist of:
 Unrealized appreciation on investments         47,966
 Net realized loss                            (192,789)
 Capital shares                              6,992,048
                                            -----------
Net assets, at value                        $6,847,225
                                            ===========

Computation of net asset value and offering price per share:
  Net asset value ($6,847,225 / 702,885
 shares outstanding)                             9.74
                                             =========

  Maximum offering price
 (100/95.75 of $9.74)                           $10.17
                                             ==========


Statement of Operations
for the year ended September 30, 1996

Investment income:
 Interest (Note 1)                            $461,328
Expenses:
 Management fees, (Note 6)            25,479
 Shareholder servicing costs (Note 6)    471
 Registration fees                    17,000
 Amortization of organization
 costs (Note 2)                       14,438
 Professional fees                     9,964
 Reports to shareholders               2,016
 Custodian fees                          167
 Other                                   794
 Management fees waived
 by manager (Note 6)                 (25,479)
 Other expenses assumed
 by manager (Note 6)                 (44,850)
                                     --------
      Total expenses                                 --
                                               -------
       Net investment income                   461,328
                                               -------
Net unrealized depreciation
 on investments                               (107,488)
                                               --------
Net increase in net assets
 resulting from operations                    $353,840
                                              =========

Statements of Changes in Net Assets
for the years ended September 30, 1996 and 1995

                                                         1996          1995
                                                        ------        ------  
Increase (decrease) in net assets:
Operations:
 Net investment income................................ $ 461,328     $ 412,210
 Net realized loss from investments...................        --       (76,041)
 Net unrealized appreciation (depreciation) on 
  investments.........................................  (107,488)      355,238
                                                        ---------      -------
  Net Increase in net assets resulting from operations.  353,840       691,407
Distributions to shareholders from undistributed
 net investment income................................  (461,328)     (412,210)
Increase in net assets from capital share transactions
 (Note 4)                                                 974,807       477,399
                                                        ---------      -------
  Net increase in net assets..........................   867,319       756,596
Net assets (there was no undistributed net investment
 income at beginning or end of year):
  Beginning of year................................... 5,979,906     5,223,310
                                                       ---------     ---------  
  End of year.........................................$6,847,225    $5,979,906
                                                       =========     =========
                                                  
Notes to Financial Statements

1. SIGNIFICANT ACCOUNTING POLICIES

Franklin Strategic Mortgage Portfolio (the Fund) is an open-end, diversified
management investment company (mutual fund), registered under the Investment
Company Act of 1940 as amended. The Fund seeks to provide investors with a high
level of total return, relative to the performance of the general mortgage
securities market.

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

a. Security Valuation:

Portfolio securities listed on a securities exchange or on the NASDAQ for which
market quotations are readily available are valued at the last sale price or, if
there is no sale price, within the range of the most recent quoted bid and asked
prices. Other securities are valued based on a variety of factors, including
yield, risk, maturity, trade activity and recent developments related to the
securities. The Fund may utilize a pricing service, bank or broker/dealer
experienced in such matters to perform any of the pricing functions, under
procedures approved by the Board of Trustees (the Board). Securities for which
market quotations are not available are valued in accordance with procedures
established by the Board.

b. Income Taxes:

The Fund intends to continue to qualify for the tax treatment applicable to
regulated investment companies under the Internal Revenue Code and to make the
requisite distributions to its shareholders which will be sufficient to relieve
it from income and excise taxes.

c. Security Transactions:

Security transactions are accounted for on the date the securities are purchased
or sold (trade date). Realized gains and losses on security transactions are
determined on the basis of specific identification.

d. Investment Income, Expenses and Distributions:

Dividend  income  and   distributions   to  shareholders  are  recorded  on  the
ex-dividend date. Interest income and estimated expenses are accrued daily. Bond
discount is  amortized  as  required  by the  Internal  Revenue  Code.  The Fund
normally declares dividends from its net investment income daily and distributes
monthly.  Daily  allocations  of net  investment  income  commence  on  the  day
following receipt of an investor's  funds.  Dividends are normally declared each
day the New York Stock  Exchange is open for business and are equal to an amount
per day set from time to time by the Board,  and are payable to  shareholders of
record at the  beginning of business on the  ex-dividend  date.  Once each month
dividends are  reinvested  in additional  shares of the Fund, or paid in cash as
requested by the shareholders.

e. 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 expense  during
the reporting period. Actual results could differ from those estimates.

f. Repurchase Agreements:

The Fund may enter into a joint repurchase agreement whereby its uninvested cash
balance is  deposited  into a joint cash  account to be used to invest in one or
more repurchase  agreements with government securities dealers recognized by the
Federal  Reserve Board and/or member banks of the Federal  Reserve  System.  The
value and face amount of the joint  repurchase  agreement  are  allocated to the
Fund based on its pro-rata interest.  A repurchase agreement is accounted for as
a loan by the Fund to the seller,  collateralized by underlying U.S.  government
securities,  which are  delivered  to the Fund's  custodian.  The market  value,
including accrued interest,  of the initial  collateralization is required to be
at least 102% of the dollar  amount  invested  by the Fund with the value of the
underlying  securities  marked to market daily to maintain  coverage of at least
100%. At September 30, 1996, all outstanding  repurchase  agreements held by the
Fund had been entered into on that date .

g. Securities Purchased on a When-Issued or Delayed Delivery Basis:

The Fund may trade securities on a when-issued or delayed  delivery basis,  with
payment and delivery scheduled for a future date. These transactions are subject
to market  fluctuations  and are  subject to the risk that the value at delivery
may be more or less than the trade date purchase  price.  Although the Fund will
generally   purchase  these   securities  with  the  intention  of  holding  the
securities,  it may  sell the  securities  before  the  settlement  date.  These
securities  are  identified  on the  accompanying  Statement of  Investments  in
Securities  and Net  Assets.  The  Fund  has  set  aside  sufficient  investment
securities as collateral for these purchase commitments.

h. Mortgage Dollar Rolls:

The Fund  may  enter  into  mortgage  dollar  rolls  in  which  the  Fund  sells
mortgage-backed   securities   and   simultaneously   contracts  to   repurchase
substantially similar, but not identical, securities on a specified future date,
generally at a price lower than the price of the security sold. The counterparty
receives all principal and interest payments, including prepayments, made on the
mortgage-backed  security sold while it is the holder. Mortgage dollar rolls may
be renewed with a new sale and repurchase price fixed and a cash settlement made
without  physical  delivery of the  securities  subject to the contract,  at the
renewal date.  Mortgage  dollar rolls are  accounted  for as  non-collateralized
financing transactions.

2. UNAMORTIZED ORGANIZATION COSTS

The organization costs of the Fund are amortized on a straight-line basis over a
period of five years from February 1, 1993 (the effective  date of  registration
under the Securities Act of 1933).

3. DISTRIBUTIONS AND CAPITAL LOSS CARRYOVERS

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

                      Expiring in:.2002............ $109,092
                                   2004............   56,302
                                                    --------
                                                    $165,394
                                                    ========
For tax  purposes,  the aggregate  cost of  securities is lower (and  unrealized
appreciation  is higher or unrealized  depreciation is lower) than for financial
statement purposes at September 30, 1996 by $27,395.

From  November  1,  1994  through   September   30,  1995,   the  Fund  incurred
approximately  $56,474 of net  realized  capital  losses.  As  permitted  by tax
regulations,  the Fund deferred  these losses until October 1, 1995.  Therefore,
these losses are treated as having arisen in the fiscal year ended September 30,
1996.

4. CAPITAL STOCK

At September 30, 1996,  there were an unlimited  number of $.01 par value shares
of beneficial  interest  authorized.  Transactions  in the Fund's shares for the
years ended September 30, 1996 and 1995 were as follows:

                                         1996                   1995
                                     ---------------       ----------------
                                     Shares     Amount     Shares      Amount
                                     ------     -------    ------     --------
Shares sold......................    55,521    $545,307     30,048     $295,846
Shares issued in reinvestment of 
 distributions...................    46,337     455,627     42,581      410,235
Shares redeemed..................    (2,685)    (26,127)   (23,228)    (228,682)
                                      ------     -------    ------     --------
Net increase.....................    99,173    $974,807     49,401     $477,399
                                     =======   ========     =======    =========

5. PURCHASES AND SALES OF SECURITIES

Purchases and sales of securities  (excluding  purchases and sales of short-term
securities and mortgage dollar roll  transactions)  for the year ended September
30, 1996 aggregated $1,878,727 and $1,076,079, respectively.

6. TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

a. Management Agreement:

Under the  terms of a  management  agreement,  Franklin  Institutional  Services
Corporation (FISCO), provides investment advice, administrative services, office
space and  facilities to the Fund,  and receives fees computed  monthly based on
the average daily net assets of the Fund as follows:

         Annualized Fee Rate       Average Daily Net Assets
         -------------------       -----------------------------------
               .400%               First $250 million
               .380%               over $250 million, up to and including
                                    $500 million
               .360%               over $500 million

The terms of the management  agreement provide that aggregate annual 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 Fund's  shares are  registered.  For the year ended  September  30,
1996,  the Fund's  expenses did not exceed  these  limitations.  However,  FISCO
agreed in advance to waive  management  fees and made payments of other expenses
as shown in the Statement of Operations.

b. Shareholder Services Agreement:

Under the  terms of a  shareholder  service  agreement  with  Franklin/Templeton
Investors  Services,  Inc.  (Investor  Services),  the Fund pays  costs on a per
shareholder account basis.  Shareholder servicing costs incurred by the Fund for
the year ended September 30, 1996 aggregated $471.

c. Underwriting Agreement:

In its capacity as  underwriter  for the shares of the Fund,  Franklin/Templeton
Distributors,  Inc.  (Distributors)  receives commissions on sales of the Fund's
shares of beneficial interest.  Commissions are deducted from the gross proceeds
received  from the sale of shares of the Fund,  and as such are not  expenses of
the Fund.  Distributors may also make payments, out of its own resources, to the
dealers  for  certain  sales  of the  Fund's  shares.  Commissions  received  by
Distributors and the amounts paid to other dealers for the years ended September
30, 1996 amounted to $8,061 and $7,505, respectively.

d. Other Affiliated Parties and Transactions:

Certain  officers and trustees of the Fund are also officers and/or directors of
FISCO,  Distributors,  and Investors Services, all wholly-owned  subsidiaries of
Franklin Resources, Inc. (Resources).

At September 30, 1996, Resources owned 91.30% of the Fund's outstanding shares.

7. FINANCIAL HIGHLIGHTS

Selected data for each share of beneficial interest outstanding  throughout each
period are as follows:

<TABLE>
<CAPTION>
                                                              Year ended September 30,
                                                     1996       1995        1994       1993***
                                                    -------    ------     --------    --------
Per Share Operating Performance:
<S>                                               <C>         <C>        <C>          <C>   
Net asset value at beginning of period..........  $ 9.91      $ 9.42     $10.24       $10.00
                                                    -------    ------     --------    --------
Net investment income...........................     .717        .714       .553         .365
Net realized and unrealized gain (loss) on 
 securities.....................................    (.170)       .490      (.711)        .240
                                                    -------    ------     --------    --------
Total from investment operations................     .547       1.204      (.158)        .605
                                                    -------    ------     --------    --------

Less distributions:
From net investment income......................    (.717)      (.714)     (.553)       (.365)
From realized capital gains.....................       --          --      (.109)          --
                                                    -------    ------     --------    --------
Total distributions.............................    (.717)      (.714)     (.662)       (.365)
                                                    -------    ------     --------    --------
Net asset value at end of period................  $ 9.74      $ 9.91     $ 9.42       $10.24
                                                    =======    ======     ========    ========
TotalReturn+....................................    5.69%      13.27%     (1.61)%       6.13%
Ratios/Supplemental Data:
Net assets at end of period (in 000's)..........    $6,847     $5,980     $5,223       $5,306
Ratio of operating expenses to average net 
 assets++........................................      --%         --%        --%          --%

Ratio of operating expenses to average net 
 assets
 (excluding waiver and payments by Manager)
 (Note 6).......................................    1.11%       1.24%      1.28%        1.22%*
Ratio of net income to average net assets.......    7.26%       7.42%      5.65%        3.59%*
Portfolio turnover rate+++......................   17.64%      34.20%     86.38%**    104.33%**
</TABLE>

+Total  return  measures the change in value of an  investment  over the periods
indicated.  It is not annualized.  It does not include the maximum initial sales
charge and assumes  reinvestment  of dividends and capital gains, if any, at net
asset value.  
++During the year, FISCO agreed in advance to waive the management fees and made
payments of other expenses incurred by the Fund.
+++The portfolio turnover rate excludes mortgage dollar roll transactions.
*Annualized  
**The portfolio turnover rates for these periods have been restated to exclude
purchases and sales of mortgage dollar roll transactions.
***For the period February 1, 1993 (effective date) to September 30, 1993.


Franklin Strategic Mortgage Portfolio Annual Report 9/30/96.

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 fund's portfolio holdings on 9/30/96, as a
percentage of total net assets.


Investment Holdings on September 30, 1996

Federal National Mortgage           38.3%
   Association (FNMA)
Federal Home Loan Mortgage          31.9%
   Corporation (FHLMC)
Government National Mortgage        26.1%
   Association (GNMA)
Cash & Equivalents                   3.7%

GRAPHIC MATERIAL (2)

The following line graph hypothetically compares the performance of the fund's
shares with the Salomon Brothers Mortgage Index, based on a $10,000 investment
from 2/1/93 to 3/31/96.


Period Ending     Fund              Index

2/1/93            9579            $ 10,000
Feb-93            9,718           $ 10,092
Mar-93            9,780           $ 10,153
Apr-93            9,839           $ 10,222
May-93            9,859           $ 10,269
Jun-93            10,007          $ 10,368
Jul-93            10,014          $ 10,411
Aug-93            10,130          $ 10,453
Sep-93            10,166          $ 10,463
Oct-93            10,215          $ 10,497
Nov-93            10,133          $ 10,478
Dec-93            10,230          $ 10,557
Jan-94            10,349          $ 10,664
Feb-94            10,187          $ 10,598
Mar-94            9,984           $ 10,336
Apr-94            9,932           $ 10,271
May-94            9,959           $ 10,306
Jun-94            9,925           $ 10,280
Jul-94            10,109          $ 10,480
Aug-94            10,139          $ 10,502
Sep-94            10,002          $ 10,362
Oct-94            9,978           $ 10,358
Nov-94            9,952           $ 10,321
Dec-94            10,043          $ 10,407
Jan-95            10,248          $ 10,640
Feb-95            10,511          $ 10,911
Mar-95            10,546          $ 10,956
Apr-95            10,685          $ 11,103
May-95            11,033          $ 11,463
Jun-95            11,101          $ 11,523
Jul-95            11,116          $ 11,546
Aug-95            11,228          $ 11,653
Sep-95            11,329          $ 11,756
Oct-95            11,446          $ 11,864
Nov-95            11,571          $ 12,003
Dec-95            11,706          $ 12,152
Jan-96            11,803          $ 12,246
Feb-96            11,709          $ 12,149
Mar-96            11,658          $ 12,108
Apr-96            11,628          $ 12,052
May-96            11,591          $ 12,036
Jun-96            11,727          $ 12,190
Jul-96            11,782          $ 12,239
Aug-96            11,778          $ 12,242
Sep-96            11,974          $ 12,447
CUM. TR           19.74%         24.47%



Report of Independent Auditors

To the Shareholders and Board of Trustees
of Franklin Strategic Mortgage Portfolio:

We have audited the accompanying statement of assets and liabilities of Franklin
Strategic Mortgage  Portfolio,  including the Fund's statement of investments in
securities and net assets,  as of September 30, 1996, and the related  statement
of operations  for the year then ended,  the statements of changes in net assets
for each of the two years in the period then ended, and the financial highlights
for each of the periods  presented.  These  financial  statements  and financial
highlights are the responsibility of the Funds'  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
September 30, 1996, 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 as of September 30, 1996,  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 periods presented,  in
conformity with generally accepted accounting principles.

COOPERS & LYBRAND L.L.P.

San Francisco, California
November 4, 1996



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