FRANKLIN REAL ESTATE SECURITIES TRUST
N-30D, 1996-07-03
Previous: PRIME RETAIL INC, POS AM, 1996-07-03
Next: GUESS INC ET AL/CA/, S-1/A, 1996-07-03





Your Fund's Objective:

The  Franklin  Real Estate  Securities  Fund seeks to maximize  total  return by
investing in  securities  of companies  in the real estate  industry,  primarily
equity real estate investment trusts (REITs).

Equity real estate  investment trusts (REITs) are real estate companies that own
and manage income-producing properties such as apartments or hotels. The income,
primarily rent from these properties, is generally passed on to investors in the
form of dividends. These companies provide experienced property management teams
and generally concentrate on a specific geographic region and property type.


                                                                  June 17, 1996


Dear Shareholder:

We are pleased to bring you the third annual  report of the Franklin Real Estate
Securities Fund, which covers the fiscal year ended April 30, 1996.

The U.S. real estate market continued to improve during the reporting period. In
general,  limited new property  development and strong demand for space resulted
in rising occupancy levels and rental rates.  However,  real estate fundamentals
typically  vary  according to property type or geographic  region.  For example,
over the past year,  the retail  sector  experienced a period of weak demand and
overbuilding,  while hotel  properties  enjoyed  stronger demand and limited new
development.  Although  demand for real estate  remained weak in the  Northeast,
strong job growth  caused  demand to rise in the West.  We are pleased to report
that,  within this  environment,  the fund's Class I shares delivered a one-year
total return of +24.25%, as discussed in the Performance Summary on page 6. This
surpassed the fund's  benchmark,  the unmanaged  Wilshire Real Estate Securities
Index, which posted a total return of +19.39% for the same period.

This strong  performance  was primarily  the result of our long-term  investment
strategy,  which focuses on property  types and  geographic  regions with strong
supply and demand  fundamentals.  Within each property sector,  we target stocks
with  strong  growth  prospects  and  attractive  valuations.  As a  result,  we
concentrated the majority of the fund's  investments during the reporting period
in the apartment,  hotel,  industrial and self-storage  property types, where we
anticipated the most favorable supply and demand characteristics.


GRAPHIC MATERIAL 1 OMITTED - SEE APPENDIX AT END OF DOCUMENT



GRAPHIC MATERIAL 2 OMITTED - SEE APPENDIX AT END OF DOCUMENT


Although  apartments  remain the fund's  largest  property  type  weighting,  we
reduced our  exposure to this  sector over the course of the fiscal  year,  from
30.2% to 22.2% of total net assets.  The  positions  we sold were  beginning  to
experience slower growth due to rapidly rising property operating  expenses,  or
weakness in specific regional markets caused by increased levels of new property
development  or  declining  job  and  population  growth.  We  continue  to hold
positions of high-quality apartment operators with strong cash flow growth, such
as Equity  Residential  Properties  Trust and Security  Capital  Pacific  Trust.
Recognizing that certain  California  apartment  markets seemed to be poised for
recovery,  we increased  our  holdings of Bay  Apartment  Communities,  Inc. and
Irvine Apartment Communities, Inc., two California-based equity REITs.

In the  hotel  sector,  growing  demand  for  rooms  continued  to  outpace  new
construction   during  the  year,  driving  room  and  occupancy  rates  higher.
Anticipating  that this trend should continue,  we increased the fund's exposure
to the hotel  sector,  from 14.2% of total net assets on April 30, 1995 to 17.3%
on April 30,  1996.  Several new hotel  positions  added to the  portfolio  were
Starwood Lodging Trust, Red Lion Hotels, Inc. and Patriot American  Hospitality,
Inc. Our core holdings in this property type include FelCor Suite Hotels,  Inc.,
Winston Hotels, Inc. and Host Marriott Corporation.

Three other positions were added to the fund's portfolio during the fiscal year.
First, we purchased  shares of Security  Capital US Realty,  a company that owns
strategic  equity  positions  in both private and public U.S.- based real estate
companies.  We also  initiated  positions  in Southern  Energy  Homes,  Inc. and
Belmont Homes, Inc., two manufactured-home builders located in the Southeast. We
see an opportunity  to  participate in the continued  growth of this industry as
home buyers shift to more affordable alternatives such as manufactured homes.

Our  exposure to the retail  sector  remained  limited  because we believe  this
industry faces significant obstacles,  including lower profit margins, increased
competition and slow sales growth.  Within this sector, we continued to focus on
the leading owners and operators of regional malls, shopping centers and factory
outlets that, in our opinion,  are  well-positioned  to benefit in the future by
acquiring retail properties from distressed sellers.

Looking forward,  we will remain focused on identifying those property types and
geographic areas  exhibiting the most favorable supply and demand  fundamentals.
Within each sector, we will continue to emphasize attractively valued securities
of well-managed  companies  generating  strong cash flow and dividend growth. In
our opinion,  the real estate  industry should continue to benefit from lim-ited
new development and steady demand for space from both new and existing  tenants,
and we therefore  believe that the securities held in the fund's portfolio offer
attractive total return potential.

This  discussion  reflects  the  strategies  we employed for the fund during the
fiscal year,  and  includes  our  opinions as of the close of the period.  Since
economic and market conditions are constantly  changing,  our strategies and our
evaluations,  conclusions and decisions  regarding portfolio holdings may change
as new circumstances  arise.  Although past performance of a specific investment
or sector cannot guarantee future performance, such information can be useful in
analyzing securities we purchase or sell for the fund.

Of course,  there are special risks involved with investing in a non-diversified
fund concentrating in real estate  securities,  such as declines in the value of
real estate and  increased  susceptibility  to adverse  economic  or  regulatory
developments. These risks are discussed in the fund's prospectus.

We appreciate your participation in the Franklin Real Estate Securities Fund and
welcome any comments or suggestions you may have.

Sincerely,



Charles B. Johnson
Chairman of the Board
Franklin Real Estate Securities Fund


Performance Summary
Class I

The Franklin Real Estate  Securities Fund Class I shares provided a total return
of +24.25% for the one-year  period ended April 30, 1996.  Total return measures
the change in value of an  investment,  assuming  reinvestment  of dividends and
capital gains distributions, and does not include the initial sales charge.

As measured by net asset value, the price of the fund's Class I shares increased
$2.06 per  share,  from  $10.58 on April 30,  1995 to $12.64 on April 30,  1996.
During the reporting period, Class I shareholders  received 47 cents ($0.47) per
share in dividend income. Of course,  past performance does not guarantee future
results, and dividends will vary depending on income earned by the fund.

The graph on page 7 compares the  performance of the fund's Class I shares since
inception, with the performance of the Standard & Poor's 500 Stock Index(R) (S&P
500(R)) and the Wilshire Real Estate  Securities  Index. The S&P 500 is an index
of widely  held  common  stocks  covering a variety of  industries,  whereas the
Wilshire is an index of publicly traded real estate  securities,  including both
REITs and Real Estate  Operating  Companies.  Of course,  such unmanaged  market
indices have inherent  performance  differentials  in comparison  with any fund.
They don't include  management  fees to cover  salaries of security  analysts or
portfolio managers,  or take into account commissions or market spreads involved
with buying and selling stocks. And, unlike indices, mutual funds are never 100%
invested because of the need to 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 operating  expenses such as the Franklin
Real  Estate  Securities  Fund's  had  been  applied  to  these  indices,  their
performance  would have been lower.  Please  remember  that an index is simply a
measure  of  performance,  and one  cannot  invest  in an index  directly.  Past
performance is not predictive of future results.


GRAPHIC MATERIAL 3 OMITTED - SEE APPENDIX AT END OF DOCUMENT


Franklin Real Estate Securities Fund
Class I

Periods ended April 30, 1996

                                                              Since
                                                              Inception
                                          1-Year              (1/3/94)

Cumulative Total Return1                   24.25%             35.03%
Average Annual Total Return2               18.64%              11.56%
Value of $10,000
Investment3                               $11,864             $12,897


1.  Cumulative  total return  measures the change in value of an investment over
the  specified  periods  and does not include the  maximum  4.5%  initial  sales
charge.

2. Average annual total return measures the average annual change in value of an
investment  over the  specified  periods and  includes  the maximum 4.5% initial
sales charge.

3. These figures represent the value of a
hypothetical $10,000 investment in the fund over the specified periods and
include the maximum 4.5% initial sales charge.

All 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.

The fund's  manager  has agreed in advance to waive a portion of its  management
fees,   which  reduces   operating   expenses  and  increases  total  return  to
shareholders.  Without  this  waiver,  the fund's  total  return would have been
lower.  The waiver may be  discontinued  at any time,  upon notice to the fund's
Board of Trustees.


Performance Summary
Class II

The Franklin Real Estate Securities Fund Class II shares provided a total return
of +23.21% for the one-year  period ended April 30, 1996.  Total return measures
the change in value of an  investment,  assuming  reinvestment  of dividends and
capital gains distributions, and does not include sales charges.

As  measured  by net  asset  value,  the  price of the  fund's  Class II  shares
increased $1.97 per share,  from $10.59 at inception on May 1, 1995 to $12.56 on
April 30, 1996. During the reporting period, Class II shareholders received 45.5
cents ($0.455) per share in dividend  income.  Of course,  past performance does
not guarantee future results, and dividends will vary depending on income earned
by the fund.

The graph on page 9 compares  the  perform-ance  of the  fund's  Class II shares
since  inception,  with the  performance  of the  Standard  & Poor's  500  Stock
Index(R) (S&P 500(R)) and the Wilshire Real Estate Securities Index. The S&P 500
is an index of widely  held  common  stocks  covering a variety  of  industries,
whereas  the  Wilshire is an index of  publicly  traded real estate  securities,
including  both REITs and Real  Estate  Operating  Companies.  Of  course,  such
unmanaged market indices have inherent  performance  differentials in comparison
with any fund. They don't include  management fees to cover salaries of security
analysts or  portfolio  managers,  or take into  account  commissions  or market
spreads  involved with buying and selling stocks.  And,  unlike indices,  mutual
funds are never 100% invested because of the need to have cash on hand to redeem
shares. In addition,  the performance shown for the fund includes sales charges,
all fund expenses and account  fees. If operating  expenses such as the Franklin
Real  Estate  Securities  Fund's  had  been  applied  to  these  indices,  their
performance  would have been lower.  Please  remember  that an index is simply a
measure  of  performance,  and one  cannot  invest  in an index  directly.  Past
performance is not predictive of future results.


GRAPHIC MATERIAL 4 OMITTED - SEE APPENDIX AT END OF DOCUMENT


Franklin Real Estate Securities Fund
Class II

Period ended April 30, 1996

                                                     1-Year

Cumulative Total Return1                             23.21%
Average Annual Total Return2                         20.95%
Value of $10,000 Investment3                         $12,095

1.  Cumulative  total return  measures the change in value of an investment over
the  specified  period and does not include the 1.0% initial sales charge or the
1.0%  contingent  deferred  sales charge (CDSC),  applicable to shares  redeemed
within the first 18 months of investment.

2. Average  annual total  return  measures the change in value of an  investment
over the  specified  period and includes  the 1.0% initial  sales charge and the
1.0%  CDSC,  applicable  to  shares  redeemed  within  the  first 18  months  of
investment.

3. This figure represents the value of a hypothetical  $10,000 investment in the
fund over the specified period and includes all sales charges.

All 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.

The fund's  manager  has agreed in advance to waive a portion of its  management
fees,  which  reduces   operat-ing   expenses  and  increases  total  return  to
shareholders. Without this waiver the fund's total return would have been lower.
The waiver may be  discontinued  at any time, upon notice to the fund's Board of
Trustees.

<TABLE>
<CAPTION>
FRANKLIN REAL ESTATE SECURITIES TRUST

Franklin Real Estate Securities Fund

Statement of Investments in Securities and Net Assets, April 30, 1996
                                                                                                         Value
  Shares                                                                                               (Note 1)
- -------------------------------------------------------------------------------------------------------------------
     <S>        <C>                                                                                   <C>
                Common Stocks  88.5%
                Equity REIT - Apartments  22.1%
     25,000     Amli Residential Properties Trust ...............................................     $  496,875
     40,000     Bay Apartment Communities, Inc. .................................................      1,005,000
     27,000     Camden Property Trust ...........................................................        641,250
     42,000     Equity Residential Properties Trust .............................................      1,354,500
     32,400     Evans Withycombe Residential, Inc. ..............................................        700,650
     25,000     Gables Residential Trust ........................................................        590,625
     34,000     Irvine Apartment Communities, Inc. ..............................................        680,000
     38,000     Oasis Residential, Inc. .........................................................        855,000
     24,000     Post Properties, Inc. ...........................................................        807,000
     40,000     Security Capital Pacific Trust ..................................................        835,000
     43,000     South West Property Trust .......................................................        585,875
     15,000     Summit Properties, Inc. .........................................................        286,875
                                                                                                       ----------
                                                                                                       8,838,650
                                                                                                       ----------
                Equity REIT - Health Care  4.5%
     14,000     Health Care Property Investors, Inc. ............................................        441,000
     25,000     Nationwide Health Properties, Inc. ..............................................        496,875
     31,000     Omega Healthcare Investors, Inc. ................................................        868,000
                                                                                                       ----------
                                                                                                       1,805,875
                                                                                                       ----------
                Equity REIT - Hotels  12.3%
     77,000     Equity Inns, Inc. ...............................................................        914,375
     46,500     FelCor Suite Hotels, Inc. .......................................................      1,354,313
     27,000     Patriot American Hospitality, Inc. ..............................................        752,625
     26,000     Starwood Lodging Trust ..........................................................        861,250
     88,000     Winston Hotels, Inc. ............................................................      1,034,000
                                                                                                       ----------
                                                                                                       4,916,563
                                                                                                       ----------
                Equity REIT - Industrial  8.6%
     23,000     CenterPoint Properties Corp. ....................................................        554,875
     20,000     Duke Realty Investment, Inc. ....................................................        592,500
     32,000     Liberty Property Trust ..........................................................        660,000
     31,500     Security Capital Industrial Trust ...............................................        543,375
     18,000     Spieker Properties, Inc. ........................................................        468,000
     25,000     Weeks Corp. .....................................................................        609,375
                                                                                                       ----------
                                                                                                       3,428,125
                                                                                                       ----------
                Equity REIT - Mixed Property Type  1.4%
     23,500     Colonial Properties Trust .......................................................        564,000
                                                                                                       ----------
                Equity REIT - Office  3.9%
     20,000     Beacon Properties Corp. .........................................................     $  512,500
     15,000     Crescent Real Estate Equities, Inc. .............................................        508,125
     18,100     Highwoods Properties, Inc. ......................................................        547,525
                                                                                                       ----------
                                                                                                       1,568,150
                                                                                                       ----------
                Equity REIT - Residential Communities  3.9%
     27,000     Manufactured Home Communities, Inc. .............................................        509,625
     20,000     ROC Communities, Inc. ...........................................................        472,500
     22,000     Sun Communities, Inc. ...........................................................        574,750
                                                                                                       ----------
                                                                                                       1,556,875
                                                                                                       ----------
                Equity REIT - Retail - Community Shopping Centers  2.9%
     12,500     Developers Diversified Realty Corp. .............................................        364,060
     12,000     Kimco Realty Corp. ..............................................................        312,000
     13,000     Vornado Realty Trust ............................................................        490,750
                                                                                                       ----------
                                                                                                       1,166,810
                                                                                                       ----------
                Equity REIT - Retail - Outlet Centers  2.0%
     14,000     Chelsea GCA Realty, Inc. ........................................................        399,000
     16,500     Tanger Factory Outlet Centers, Inc. .............................................        404,250
                                                                                                       ----------
                                                                                                         803,250
                                                                                                       ----------
                Equity REIT - Retail - Regional Malls  4.7%
     27,800     DeBartolo Realty Corp. ..........................................................        430,900
     22,500     The Macerich Company ............................................................        435,938
     28,000     The Mills Corp. .................................................................        493,500
     22,000     Simon Property Group, Inc. ......................................................        506,000
                                                                                                       ----------
                                                                                                       1,866,338
                                                                                                       ----------
                Equity REIT - Storage  7.4%
     46,000     Public Storage, Inc. ............................................................        943,000
     62,000     Storage Trust Realty ............................................................      1,356,250
     20,000     Storage USA, Inc. ...............................................................        662,500
                                                                                                       ----------
                                                                                                       2,961,750
                                                                                                       ----------
                Home Builders  7.1%
     14,000    aBeazer Homes USA, Inc. ..........................................................        224,000
     40,000     Belmont Homes, Inc. .............................................................        905,000
      7,000     Centex Corp. ....................................................................        189,000
     19,000     Kaufman & Broad Homes Corp. .....................................................        268,375
      6,000     Lennar Corp. ....................................................................        150,000
     17,500  a,dVR, Inc. ........................................................................        177,188
     33,000    aSouthern Energy Homes, Inc. .....................................................     $  581,625
     13,000    aU.S. Home Corp. .................................................................        323,375
                                                                                                       ----------
                                                                                                       2,818,563
                                                                                                       ----------
                Hotels  5.0%
     85,500    aHost Marriott Corp. .............................................................      1,143,563
     38,000    aRed Lion Hotels, Inc. ...........................................................        836,000
                                                                                                       ----------
                                                                                                       1,979,563
                                                                                                       ----------
                Mixed Property Type  2.6%
    100,000    aSecurity Capital US Realty ......................................................      1,016,000
                                                                                                       ----------
                Total Common Stocks (Cost $31,662,621) ..........................................     35,290,512
                                                                                                       ----------
                Convertible Preferred Stocks .1%
        500    bCatellus Development Corp., $3.625 cvt. pfd., Series B (Cost $24,875) ...........         26,000
                                                                                                       ----------
  1,684,800         Total Common Stocks and Convertible Preferred Stocks (Cost $31,687,496)......     35,316,512
                                                                                                       ----------

   Face
  Amount
- ----------
                cReceivables from Repurchase Agreements  11.2%
 $4,449,469      Joint Repurchase Agreement, 5.326%, 5/01/96 (Maturity Value $4,465,603)
                  (Cost $4,464,942)
                   Bear Stearns and Co., Inc., (Maturity Value $894,801)
                    Collateral: U.S. Treasury Notes, 5.625% - 8.75%, 04/30/97 - 10/31/00
                  B. T. Securities Corp., (Maturity Value $894,801)
                    Collateral: U.S. Treasury Notes, 6.125% - 7.25%, 11/30/96 - 05/15/98
                  Donaldson, Lufkin & Jenrette, (Maturity Value $894,801)
                    Collateral: U.S. Treasury Notes, 5.625% - 8.875%, 02/28/97 - 11/15/99
                  Fuji Securities, Inc., (Maturity Value $894,801)
                    Collateral : U.S. Treasury Bills, 09/26/96 - 01/09/97
                                 U.S. Treasury Notes, 6.25% - 9.125%, 05/15/99 - 08/31/00
                  SBC Capital Markets, Inc., (Maturity Value $886,399)
                    Collateral: U.S. Treasury Notes, 6.875% - 8.25%, 07/15/98 - 07/31/99 ........      4,464,942
                                                                                                       ----------
                          Total Investments (Cost $36,152,438)  99.7% ...........................     39,781,454
                          Other Assets and Liabiilities, Net  0.3% ..............................        134,881
                                                                                                       ----------
                          Net Assets  100.0% ....................................................    $39,916,335
                                                                                                       ==========



                At April 30, 1996, the net unrealized appreciation based on the
                 cost of investments for income tax purposes of $36,152,438 was as follows:
                  Aggregate gross unrealized appreciation for all investments in
                   which there was an excess of value over tax cost .............................   $  3,741,643
                  Aggregate gross unrealized depreciation for all investments in
                   which there was an excess of tax cost over value..............................       (112,627)
                                                                                                       ----------
                  Net unrealized appreciation ...................................................   $  3,629,016
                                                                                                       ==========


PORTFOLIO ABBREVIATION:
REIT   - Real Estate Investment Trust




aNon-income producing.

bPurchased in a private placement  transaction;  resale may only be to qualified
institutional buyers.

cFace amount for  repurchase  agreements is for the underlying  collateral.  See
Note 1(f) regarding Joint Repurchase Agreement.

dSee Note 7 regarding restricted securities.

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


<TABLE>
<CAPTION>
FRANKLIN REAL ESTATE SECURITIES TRUST

Franklin Real Estate Securities Fund

Financial Statements

Statement of Assets and Liabilities
April 30, 1996

Assets:
 <S>                                                                                                 <C>  
 Investments in securities, at value (identified cost $31,687,496)................................   $35,316,512
 Receivables from repurchase agreements, at value and cost........................................     4,464,942
 Cash.............................................................................................       128,517
 Receivables:
  Capital shares sold.............................................................................       445,727
  Dividends and interest..........................................................................        54,536
 Unamortized organization costs (Note 2)..........................................................         7,259
                                                                                                       ----------
      Total assets................................................................................    40,417,493
                                                                                                       ----------
Liabilities:
 Payables:
  Investment securities purchased.................................................................       442,192
Capital shares repurchased........................................................................         5,006
  Distribution fees...............................................................................        31,313
  Management fees.................................................................................        18,393
  Shareholder servicing costs.....................................................................         3,427
 Accrued expenses and other liabilities...........................................................           827
                                                                                                       ----------
      Total liabilities...........................................................................       501,158
                                                                                                       ----------
Net assets, at value..............................................................................   $39,916,335
                                                                                                       ==========
Net assets consist of:
 Undistributed net investment income..............................................................     $ 373,600
 Net unrealized appreciation on investments.......................................................     3,629,016
 Undistributed net realized gain..................................................................       123,399
 Class I capital shares...........................................................................    29,807,636
 Class II capital shares..........................................................................     5,982,684
                                                                                                       ----------
Net assets, at value..............................................................................   $39,916,335
                                                                                                       ==========
Net asset value per share for Class I* ($33,634,236 / 2,660,576 shares outstanding)...............        $12.64
                                                                                                       ----------
Maximum offering price per share for Class I (100/95.5 of $12.64).................................        $13.24
                                                                                                       ==========
Net asset value per share for Class II* ($6,282,099 / 500,271 shares outstanding).................        $12.56
                                                                                                       ----------
Maximum offering price per share for Class II (100/99 of $12.56)..................................        $12.69
                                                                                                       ==========



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


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


<TABLE>
<CAPTION>
FRANKLIN REAL ESTATE SECURITIES TRUST

Franklin Real Estate Securities Fund

Financial Statements (cont.)

Statement of Operations
for the year ended April 30, 1996

Investment income:
 <S>                                                                                       <C>       
 Dividends..............................................................................   $1,207,948
 Interest (Note 1)......................................................................      156,805
                                                                                            ----------
      Total income......................................................................              $1,364,753
Expenses:
 Management fees (Note 6)...............................................................      169,354
 Distribution fees - Class I (Note 6)...................................................       56,275
 Distribution fees - Class II (Note 6)..................................................       23,122
 Registration fees......................................................................       33,137
 Reports to shareholders................................................................       26,619
 Shareholder servicing costs (Note 6)...................................................       27,535
 Professional fees......................................................................        9,550
 Amortization of organization costs (Note 2)............................................        2,722
 Custodian fees.........................................................................        2,333
 Other..................................................................................        3,405
 Management fees waived by manager (Note 6).............................................     (155,262)
                                                                                            ----------
      Total expenses....................................................................                 198,790
                                                                                                       ----------
       Net investment income............................................................               1,165,963
                                                                                                       ----------
Realized and unrealized gain on investments:
 Net realized gain......................................................................                 123,399
 Net unrealized appreciation............................................................               4,113,462
                                                                                                       ----------
Net realized and unrealized gain on investments.........................................               4,236,861
                                                                                                       ----------
Net increase in net assets resulting from operations....................................              $5,402,824
                                                                                                       ==========


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


<TABLE>
<CAPTION>
FRANKLIN REAL ESTATE SECURITIES TRUST

Franklin Real Estate Securities Fund

Financial Statements (cont.)

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

                                                                                      Year Ended               Year Ended
                                                                                        4/30/96                  4/30/95
                                                                                      ----------               ----------
 Increase (decrease) in net assets:
 Operations:
  <S>                                                                                 <C>                       <C>      
  Net investment income.........................................................      $ 1,165,963               $ 635,829
  Net realized gain from security transactions..................................          123,399                  24,873
  Net unrealized appreciation (depreciation) on investments.....................        4,113,462                (661,697)
                                                                                       ----------              ----------
      Net increase (decrease) in net assets resulting from operations...........        5,402,824                    (995)
 Distributions to shareholders from undistributed net investment income:
  Class I.......................................................................         (993,820)               (394,547)
  Class II......................................................................          (95,584)                     --
 Increase in net assets from capital share transactions (Note 3)................       18,908,641              11,455,576
                                                                                       ----------              ----------
      Net increase in net assets................................................       23,222,061              11,060,034
Net assets:
 Beginning of year..............................................................       16,694,274               5,634,240
                                                                                       ----------              ----------
 End of year (including undistributed net investment income of
  $348,727 - 1996 and $272,168 - 1995) .........................................      $39,916,335             $16,694,274
                                                                                       ==========              ==========


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



FRANKLIN REAL ESTATE SECURITIES TRUST

Franklin Real Estate Securities Fund

Notes to Financial Statements

1. SIGNIFICANT ACCOUNTING POLICIES

Franklin   Real   Estate   Securities   Trust  (the   Trust)  is  an   open-end,
non-diversified  management  investment company (mutual fund),  registered under
the Investment  Company Act of 1940 as amended.  The Trust currently consists of
one fund,  Franklin Real Estate  Securities  Fund (the Fund).  The Fund seeks to
provide  investors  with a high level of total return.  In connection  with this
objective,  the Fund will invest primarily in securities of companies  operating
in the real estate industry.

The Fund offers two classes of shares,  Class I and Class II. Class I shares are
sold with a higher  front-end  sales charge than Class II shares.  Each class of
shares may be subject to a contingent  deferred  sales charge,  and has the same
rights,  except with respect to the effect of the respective sales charges,  the
distribution  fees borne by each  class,  voting  rights on matters  affecting a
single class and the exchange privilege of each class.

The offering of Class II shares began May 1, 1995, at which time all  previously
outstanding shares became Class I shares.

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.  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. The Fund may utilize a
pricing service,  bank or  broker/dealer  experienced in such matters to perform
any of the pricing functions, under procedures approved by the Board of Trustees
(the Board). Securities for which market quotations are not available are valued
in accordance with procedures established by the Board.

The fair values of securities  restricted as to resale are determined  following
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
the Fund 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.
Realized and unrealized  gains or losses and net investment  income,  other than
class specific expenses,  are allocated daily to each class of shares based upon
the relative proportion of net assets of each class.

A portion of the  distributions  received by the Fund from  investments  in Real
Estate  Investment  Trust (REIT)  securities may be  characterized  as tax basis
return of  capital  (ROC)  distributions,  which are not  recorded  as  dividend
income,  but  reduce the cost basis of the REIT  securities.  ROC  distributions
exceeding  the cost basis of the REIT  security  are  recognized  by the Fund as
capital gain.

e. Accounting Estimates:

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

f. 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 April 30,  1996,  all
outstanding repurchase agreements held by the Fund had been entered into on that
date.

g. Expense Allocation:

Common expenses  incurred by the Fund are allocated between the classes based on
the ratio of net assets of each class to the combined  net assets.  In all other
respects,  expenses  are  charged  to  each  class  as  incurred  on a  specific
identification basis.


2. UNAMORTIZED ORGANIZATION COSTS

The organization costs of the Fund are amortized on a straight-line basis over a
period of five years from January 3, 1994 (the  effective  date of  registration
under the Securities Act of 1933).  In the event that Franklin  Resources,  Inc.
(which was the sole  shareholder  prior to the effective  date) redeems its seed
money  shares  within  the  five-year   period,   the  pro-rata   share  of  the
then-unamortized   deferred   organization  costs  will  be  deducted  from  the
redemption  price paid to Franklin  Resources,  Inc.  New  investors  purchasing
shares  of the  Fund  subsequent  to  that  date  bear  such  costs  during  the
amortization  period only as such charges are accrued daily  against  investment
income.

<TABLE>
<CAPTION>
3. TRUST SHARES

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

                                                                      Year Ended               Year ended
                                                                    April 30, 1996           April 30, 1995
                                                                  ------------------       ------------------
Class I shares:                                                  Shares      Amount       Shares       Amount
                                                                --------   ----------    --------    ----------
<S>                                                            <C>        <C>           <C>         <C>        
Shares sold..................................................  1,592,210  $19,010,690   1,367,368   $14,679,168
Shares issued in reinvestment of distributions...............     70,974      833,948      28,085       288,993
Shares redeemed..............................................   (580,330)  (6,918,681)   (333,626)   (3,512,585)
                                                                --------   ----------    --------    ----------
Net increase.................................................  1,082,854  $12,925,957   1,061,827   $11,455,576
                                                                ========   ==========    ========    ==========

                                                                      Year Ended
                                                                    April 30, 1996
                                                                  -----------------
Class II shares*:                                                Shares      Amount
                                                                --------    ---------
<S>                                                              <C>       <C>       
Shares sold..................................................    498,647   $5,965,246
Shares issued in reinvestment of distributions...............      7,698       90,146
Shares redeemed..............................................     (6,084)     (72,708)
                                                                --------    ---------
Net increase.................................................    500,261   $5,982,684
                                                                ========    =========

* Effective date of Class II shares was May 1, 1995.
</TABLE>


4. DISTRIBUTIONS AND CAPITAL LOSS CARRYOVERS

At April 30, 1996 for tax purposes, the Trust had accumulated net realized gains
of $123,399.

For tax purposes,  the aggregate cost of securities and unrealized  appreciation
of the Trust are the same as for financial statement purposes at April 30, 1996.

5. PURCHASES AND SALES OF SECURITIES

Purchases and sales of securities  (excluding  purchases and sales of short-term
securities)  for the year  ended  April 30,  1996,  aggregated  $19,214,574  and
$3,519,107, respectively.

<TABLE>
<CAPTION>
6. TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

a. Management Agreement:

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

                      Annualized Fee Rate    Average Daily Net Assets
                        --------------       ---------------------------------------------------
                             <C>             <C>         
                             0.625%          First $100 million
                             0.500%          Over $100 million, up to and including $250 million
                             0.450%          Over $250 million, up to and including $10 billion
</TABLE>

Fees are  further  reduced  on net  assets  over $10  billion.  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 April 30,  1996,  the Fund's
expenses did not exceed these limitations.  However,  Advisers agreed in advance
to waive  management fees and assume payment of other expenses,  as noted in the
statement of operations, in an effort to minimize the Fund's expenses.

b. Shareholder Services Agreement:

Under the terms of a  shareholder  services  agreement  with  Franklin/Templeton
Investor  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 April 30, 1996,  aggregated  $27,535 of which $23,998 was paid to
Investor Services.

c. Distribution Plans and Underwriting Agreement:

Under the terms of  distribution  plans pursuant to Rule 12b-1 of the Investment
Company  Act of 1940 (the  Plans),  the Fund will  reimburse  Franklin/Templeton
Distributors,  Inc.  (Distributors),  in an amount up to a maximum  of 0.25% per
annum for Class I and  0.65%  per annum for Class II, of the  average  daily net
assets of such class of the Fund, for costs incurred in the promotion,  offering
and marketing of the Fund's shares. The Plans do not permit nor require payments
of excess  costs after  termination.  Fees  incurred by the Fund under the Plans
aggregated $79,397 for the year ended April 30, 1996.

In its capacity as underwriter for the shares of the Fund, 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 the shares 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 the Fund's
shares.  Commissions  received by  Distributors  and the  amounts  paid to other
dealers  for the year ended April 30, 1996  amounted to $503,536  and  $452,674,
respectively.  Distributors  also  received  contingent  deferred  sales charges
(CDSC) relating to transactions in the Fund of $487.

d. Other Affiliates and Related Party Transactions:

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

At April 30, 1996, Franklin  Resources,  Inc. owned 7% of the Fund's outstanding
shares.


7. RESTRICTED SECURITIES

A  restricted  security  is a security  which has not been  registered  with the
Securities Exchange Commission pursuant to the Securities Act of 1933. The Funds
may purchase restricted securities through a private offering and they cannot be
sold without prior  registration  under the  Securities  Act of 1933 unless such
sale is pursuant to an exemption therefrom.  Subsequent costs of registration of
such securities are borne by the issuer.  A secondary  market exists for certain
privately  placed  securities.  The Fund values these  restricted  securities as
disclosed in Note 1. At April 30, 1996,  the Fund held the following  restricted
security:
<TABLE>
<CAPTION>

Shares    Security                                                  Acquisition Date     Cost        Value
- -----     -------------------------------------------------          ------------      --------    ---------
<C>       <C>                                                           <C>            <C>         <C>     
17,500    NVR, Inc.........................................             1/3/94         $125,418    $177,188
</TABLE>

<TABLE>
<CAPTION>
8. FINANCIAL HIGHLIGHTS

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

                                                                        Year ended    Year ended   January 3, 1994**
                                                                     April 30, 1996 April 30, 1995 to April 30, 1994
                                                                        ---------     ---------     ------------
Class I shares:
Per Share Operating Performance
<S>                                                                      <C>          <C>              <C>   
Net asset value at beginning of period.............................      $10.58       $10.92           $10.00
                                                                        ---------     ---------     ------------
Net investment income .............................................        0.432        0.390            0.060
Net realized & unrealized gain (loss) on securities................        2.098       (0.450)           0.860
                                                                        ---------     ---------     ------------
Total from investment operations ..................................        2.530       (0.060)           0.920
                                                                        ---------     ---------     ------------
Distributions from net investment income...........................       (0.470)      (0.280)              --
                                                                        ---------     ---------     ------------
Net asset value at end of period ..................................      $12.64       $10.58           $10.92
                                                                        =========     =========     ============
Total Return+......................................................       24.25%       (0.48%)           9.20%

                                                                        Year ended    Year ended   January 3, 1994**
                                                                     April 30, 1996 April 30, 1995 to April 30, 1994
                                                                        ---------     ---------     ------------
Ratios/Supplemental Data
<S>                                                                      <C>           <C>            <C>   
Net assets at end of period (in 000's).............................      $33,634       $16,694        $5,634
Ratio of expenses to average net assets++..........................        0.67%        0.25%           0.25%*
Ratio of expenses to average net assets (excluding
 waiver and payments by Manager) (Note 5)..........................        1.24%        1.40%           2.91%*
Ratio of net investment income to average net assets ..............        4.38%        4.86%           3.19%*
Portfolio turnover rate............................................       14.40%        3.74%             -- %
Average commission rate+++.........................................        0.0575       --                --

Class II shares:***
Per Share Operating Performance
Net asset value at beginning of period.............................      $10.58
                                                                        ---------
Net investment income..............................................        0.439
Net realized & unrealized gain (loss) on securities................        1.996
                                                                        ---------
Total from investment operations...................................        2.435
                                                                        ---------
Distributions from net investment income...........................       (0.455)
                                                                        ---------
Net asset value at end of period...................................      $12.56
                                                                        =========
Total Return+......................................................       23.21%

Ratios/Supplemental Data
Net assets at end of period (in 000's).............................       $6,282
Ratio of expenses to average net assets++..........................        1.41%
Ratio of expenses to average net assets (excluding
 waiver and payments by Manager) (Note 5)..........................        1.98%
Ratio of net investment income to average net assets ..............        3.65%
Portfolio turnover rate............................................       14.40%
Average commission rate+++.........................................        0.0575

+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,  Advisers  agreed in advance to waive the management fees and
made payments of other expenses.
*Annualized.
**Effective date of registration.
***Effective date of Class II shares was May 1, 1995.
+++Represents  the average broker  commission rate per share paid by the Fund in
connection  with the execution of the Fund's  portfolio  transactions  in equity
securities.
</TABLE>


The percentage of income dividends paid by the Fund during the fiscal year ended
April 30, 1996,  which  qualified for the 70% dividends  received  deduction for
corporations,  was 3.56%. The Fund hereby  designates these amounts as dividends
qualifying for the dividends  received  deductions  under Internal  Revenue Code
Section 854 (b)(2).



FRANKLIN REAL ESTATE SECURITIES TRUST

Franklin Real Estate Securities Fund

Report of Independent Auditors


To the Shareholders and Board of Trustees of the Franklin Real Estate Securities
Trust:

We have  audited the  accompanying  statement of assets and  liabilities  of the
Franklin Real Estate Securities Trust, including the statement of investments in
securities  and net assets,  as of April 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 indicated thereon.  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 April
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
Franklin Real Estate  Securities  Trust as of April 30, 1996, the results of its
operations  for the year then ended,  the changes in its net assets for the each
of the two years in the period then ended, and the financial highlights for each
of  the  periods  indicated  thereon,  in  conformity  with  generally  accepted
accounting principles.

                                                      COOPERS & LYBRAND  L.L.P.

San Francisco, California
June 3, 1996





FRANKLIN REAL ESTATE SECURITIES FUND

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 chart format the fund's U.S. geographic distribution on
April 30, 1996 as a percentage of the fund's total net assets.
<TABLE>
<CAPTION>
Franklin Real Estate Securities Fund
April 30, 1996
U.S. Geographic Allocation
<S>                                             <C>
Southeast                                       27.1%
National                                        25.4%
Southwest                                       13.0%
Northwest                                       10.4%
Midwest                                         6.7%
Northeast                                       5.9%
Cash                                            11.5%
</TABLE>


GRAPHIC MATERIAL (2)

This chart shows in pie chart format the property-type allocation on April 30,
1996 as a percentage of the fund's total net assets.
<TABLE>
<CAPTION>
Franklin Real Estate Securities Fund
April 30, 1996
Property-Type Allocation
<S>                                             <C>
Apartments                                      22.2%
Hotels                                          17.3%
Industrial                                      8.6%
Storage                                         7.4%
Home Builders                                   7.1%
Retail                                          9.6%
Health Care                                     4.5%
Office                                          3.9%
Manufactured Home Parks                         3.9%
Other                                           4.0%
Cash                                            11.5%
</TABLE>


GRAPHIC MATERIAL (3)

The following line graph hypothetically compares the performance of Franklin
Real Estate Securities Fund - Class I shares to that of the S&P 500 Stock Index
and the Wilshire Real Estate Securities Index, based on a $10,000 investment
from 1/3/94 to 4/30/96.
<TABLE>
<CAPTION>
Period Ending           Fund            Index             Index
<S>                     <C>             <C>               <C>
1/3/94                  9551            10000              10000
1/31/94                 9790            10340              10300
2/28/94                10334            10059.79           10721.27
3/31/94                10201             9621.179          10224.88
4/30/94                10430             9744.33           10339.39
5/31/94                10621             9904.137          10554.45
6/30/94                10392             9661.486          10346.53
7/31/94                10382             9978.383          10370.33
8/31/94                10401            10387.5            10363.07
9/30/94                10267            10134.04           10190.01
10/31/94                9943            10362.06            9817.051
11/30/94                9589             9984.879           9433.204
12/31/94               10468            10132.65           10164.28
1/31/95                10125            10395.09            9835.971
2/28/95                10302            10800.5            10143.84
3/31/95                10400            11119.11           10202.67
4/30/95                10380            11446.02           10129.21
5/31/95                10782            11903.86           10464.49
6/30/95                10969            12180.03           10646.57
7/31/95                11214            12584.4            10817.98
8/31/95                11459            12615.86           10949.96
9/30/95                11773            13148.25           11151.44
10/31/95               11538            13100.92           10805.75
11/30/95               11714            13676.05           10918.12
12/31/95               12356            13940              11551.38
1/31/96                12673            14413.96           11710.79
2/29/96                12836            14548.01           11942.66
3/31/96                12856            14687.67           12039.39
4/30/96                12897            14903.58           12093
</TABLE>


GRAPHIC MATERIAL (4)

The following line graph hypothetically compares the performance of Franklin
Real Estate Securities Fund - Class II shares to that of the S&P 500 Stock Index
and the Wilshire Real Estate Securities Index, based on a $10,000 investment
from 5/1/95 to 4/30/96.
<TABLE>
<CAPTION>
Period Ending      Fund              Index             Index
<S>                <C>               <C>               <C>
5/1/95             9897              10000              10000
5/31/95            10262             10400              10331
6/30/95            10439             10641.28           10510.76
7/31/95            10654             10994.57           10679.98
8/31/95            10888             11022.06           10810.28
9/30/95            11178             11487.19           11009.19
10/31/95           10953             11445.83           10667.9
11/30/95           11103             11948.31           10778.85
12/31/95           11709             12178.91           11404.02
1/31/96            11991             12592.99           11561.4
2/29/96            12146             12710.11           11790.31
3/31/96            12165             12832.12           11885.81
4/30/96            12095             13020.76           11939.3
</TABLE>




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission