FRANKLIN REAL ESTATE SECURITIES TRUST
N-30D, 1999-01-11
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SEMI
ANNUAL
REPORT

FRANKLIN REAL ESTATE SECURITIES FUND

                                OCTOBER 31, 1998

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


(PICTURE OMITTED)

Matt Avery
Portfolio Manager
Franklin Real Estate
Securities Fund

CONTENTS

Shareholder Letter .....     1

Performance Summaries
 Class I ...............     5
 Class II ..............     7
 Advisor Class .........     9

Financial Highlights &
Statement of Investments    11

Financial Statements ...    17

Notes to
Financial Statements ...    20

You will find a complete  listing of the fund's  portfolio  holdings,  including
dollar value and number of shares or principal  amount,  beginning on page 14 of
this report.

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.

SHAREHOLDER LETTER

Your Fund's Goal:  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).

This  semiannual  report of Franklin Real Estate  Securities Fund covers the six
months ended  October 31, 1998.  Although the real estate  industry  experienced
strong  operating  fundamentals  and low  interest  rates  during  this  period,
investors'  concerns  about  the U.S.  economy  and a  slowdown  in  acquisition
activity  resulting from an inability to access capital  markets  contributed to
weak REIT stock prices.

Within this  environment,  the fund's Class I shares posted a -13.65%  six-month
cumulative  total  return,  as shown in the  Performance  Summary on page 5. The
fund's benchmark,  the unmanaged Wilshire Real Estate Securities Index, posted a
- -14.45% total return for the same period.1

1.  Source:  Standard & Poor's(R)  Micropal.  Index is  unmanaged  and  includes
reinvested  dividends.  One cannot invest  directly in an index.  

Throughout  the reporting  period,  we continued to focus on property  types and
geographic regions with strong supply and demand fundamentals,  while attempting
to identify  management teams capable of adding value through intensive property
management  and capital  markets  experience.  In following  this  strategy,  we
maintained the majority of the fund's  investments in the  diversified  property
type,  hotel,  apartment,  office,  and  industrial  property  sectors  where we
anticipate the strongest cash flow growth and attractive stock valuations.

On October  31, the  diversified  property  type sector  represented  the fund's
largest weighting,  20.2% of total net assets.  Companies in this segment of the
market  have  real  estate  portfolios  diversified  by both  property  type and
location.  During the  latter  part of the  period,  we took  advantage  of this
segment's weak prices and added to our holdings of Security Capital Group,  Inc.
and  Glenborough  Realty Trust,  Inc. At the close of the period,  both of these
well-managed companies were among our top 10 holdings.

The hotel sector,  16.3% of total net assets,  was our  second-largest  property
type. During the six months under review, we increased our positions in Starwood
Lodging Trust,  MeriStar  Hospitality  Corp.,  and Host Marriott Corp.  Although
prices of these stocks had  weakened,  partly due to changes in their  corporate
structures,  in our opinion, these companies retained excellent growth prospects
under nearly any  structure  and offered  compelling  valuations  at the time of
purchase.

GRAPHIC MATERIAL 1 OMITTED - SEE APPENDIX AT END OF DOCUMENT

At the end of the period,  the apartment sector  represented 15.7% of the fund's
total net assets.  Core holdings included Archstone  Communities  Trust,  Equity
Residential Properties Trust, Camden Properties Trust, and Post Properties, Inc.
Despite our belief that apartment stocks  represented a combination of favorable
supply/demand fundamentals, strong valuations and stable cash flows, we sold our
Summit Properties, Inc. holdings. In our opinion, this multifamily REIT, located
in the Southeast, may be vulnerable to new development in many of its markets.

Lower  interest rates and record levels of home buying across the country during
the past six months  contributed  to strong  relative  performance  for the home
building  and  residential  communities  sectors.  Taking  advantage of the high
valuations  of such stocks,  we sold our positions in Cavalier  Homes,  Inc. and
Clayton Homes, Inc.

Looking forward,  we are optimistic about the long-term  prospects for REITs. In
our opinion,  strong sector  fundamentals and stable cash flows from real estate
leases  could  provide the  industry  with  excellent  earnings  relative to the
overall market during the rest of 1998 and throughout 1999.  Additionally,  as a
result of lower stock  prices,  REITs have been  trading at the most  attractive
valuations  seen in the last  several  years.  We believe  that this sector will
continue to grow in capitalization and diversity, and we will maintain our focus
on top-quality  real estate  companies  which can create  significant  cash flow
growth and shareholder value.

GRAPHIC MATERIAL 2 OMITTED - SEE APPENDIX AT END OF DOCUMENT


TOP 10 HOLDINGS
10/31/98

COMPANY                            % OF TOTAL
INDUSTRY                           NET ASSETS

Archstone
Communities Trust                       3.48%
Apartments

Security Capital Group, Inc.            3.46%
Diversified Property Type

MeriStar Hospitality Corp.              3.28%
Hotels

Starwood Lodging Trust                  3.28%
Hotels

Equity Residential
Properties Trust                        3.06%
Apartments

Host Marriott Corp.                     2.83%
Hotels

Glenborough Realty
Trust, Inc.                             2.71%
Diversified Property Type

Public Storage, Inc.                    2.69%
Storage

Simon Property Group, Inc.              2.68%
Regional Malls 

Kimco Realty Corp.                      2.57%
Retail - Community Centers


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

We appreciate  your  participation  in Franklin Real Estate  Securities Fund and
welcome your comments or suggestions.

Sincerely,

/s/ Matt Avery
Matt Avery
Portfolio Manager
Franklin Real Estate Securities Fund

/s/ Doug Barton
Doug Barton
Portfolio Manager
Franklin Real Estate Securities Fund

PERFORMANCE SUMMARY

Class I

Franklin Real Estate Securities Fund - Class I posted a -13.65% cumulative total
return for the six-month period ended October 31, 1998.  Cumulative total return
measures  the change in value of an  investment,  assuming  reinvestment  of all
distributions, and does not include the initial sales charge. We always maintain
a long-term perspective when managing the fund, and we encourage shareholders to
view their  investments  in a similar  manner.  As you can see from the table on
page 6, the fund's Class I shares  delivered a +73.27%  cumulative  total return
since inception on January 3, 1994.

The fund's share price, as measured by net asset value,  decreased  $2.41,  from
$17.66 on April 30, 1998,  to $15.25 on October 31, 1998.  During the  reporting
period,   shareholders  received  no  distributions.   Distributions  will  vary
depending on income earned by the fund and any profits realized from the sale of
securities  in the  portfolio,  as well as the  level  of the  fund's  operating
expenses.

Performance

Class I
Periods ended 10/31/98

                                                       SINCE
                                                     INCEPTION
                                     1-YEAR   3-YEAR  (1/3/94)
- ---------------------------------------------------------------
Cumulative Total Return1            -12.48%  +43.44%  +73.27%

Average Annual Total Return2        -17.53%  +10.57%  +10.70%

Value of $10,000 Investment3         $8,247  $13,516  $16,331

                                    10/31/96 10/31/97 10/31/98
- ---------------------------------------------------------------
One-Year Total Return4              +26.37%  +29.68%  -12.48%

1. Cumulative total return  represents the change in value of an investment over
the periods  indicated and does not include the sales charge.  
2. Average annual total return  represents the average annual change in value of
an  investment  over the periods  indicated and has been restated to reflect the
current,  maximum  5.75% initial  sales  charge.  Prior to August 3, 1998,  fund
shares were offered at a lower initial sales charge;  thus, actual total returns
would have been higher.
3. These figures represent the value of a hypothetical $10,000 investment in the
fund over the periods  indicated  and have been restated to reflect the current,
maximum 5.75% initial  sales charge.  Prior to August 3, 1998,  fund shares were
offered at a lower initial sales charge;  thus,  actual total returns would have
been  higher.  

4. One-year total return  represents  the change in value of an investment  over
the  indicated  periods  ended on the  specified  dates and does not include the
initial sales charge. All calculations  assume  reinvestment of distributions at
net asset value.  Since markets can go down as well as up, investment return and
principal value will fluctuate with market  conditions,  and you may have a gain
or loss when you sell your shares.

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,  total  returns  would have been lower.  The
waiver  may be  discontinued  at any time  upon  notice to the  fund's  board of
trustees.

Class II

Franklin  Real  Estate  Securities  Fund - Class II posted a -13.91%  cumulative
total return for the six-month  period ended October 31, 1998.  Cumulative total
return measures the change in value of an investment,  assuming  reinvestment of
all  distributions  and does not include  sales  charges.  We always  maintain a
long-term  perspective when managing the fund, and we encourage  shareholders to
view their  investments  in a similar  manner.  As you can see from the table on
page 8, the fund's Class II shares  delivered a +55.15%  cumulative total return
since inception on May 1, 1995.

The fund's share price, as measured by net asset value,  decreased  $2.42,  from
$17.40 on April 30, 1998,  to $14.98 on October 31, 1998.  During the  reporting
period,   shareholders  received  no  distributions.   Distributions  will  vary
depending on income earned by the fund and any profits realized from the sale of
securities  in the  portfolio,  as well as the  level  of the  fund's  operating
expenses.

Performance

Class II
Periods ended 10/31/98

                                                             SINCE
                                                           INCEPTION
                                           1-YEAR   3-YEAR  (5/1/95)
- ----------------------------------------------------------------------
Cumulative Total Return1                   -13.11%  +40.19%  +55.15%

Average Annual Total Return2               -14.82%  +11.54%  +13.03%

Value of $10,000 Investment3               $8,518   $13,877  $15,356

1. Cumulative total return  represents the change in value of an investment over
the indicated  periods and does not include  sales  charges.  
2. Average annual total return  represents the average annual change in value of
an  investment  over the  indicated  periods and includes the 1.0% initial sales
charge and the 1.0%  contingent  deferred  sales  charge,  applicable  to shares
redeemed within 18 months of purchase.
3. These figures represent the value of a hypothetical $10,000 investment in the
fund over the indicated periods and include sales charges.
All calculations  assume reinvestment of distributions at net asset value. Since
markets can go down as well as up,  investment  return and principal  value will
fluctuate with market conditions,  and you may have a gain or loss when you sell
your shares.  

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,  total  returns  would have been lower.  The
waiver  may be  discontinued  at any time  upon  notice to the  fund's  board of
trustees.

Advisor Class

Franklin Real Estate Securities Fund - Advisor Class posted a -13.56% cumulative
total return for the six-month  period ended October 31, 1998.  Cumulative total
return measures the change in value of an investment,  assuming  reinvestment of
all distributions.  We always maintain a long-term perspective when managing the
fund,  and we  encourage  shareholders  to view their  investments  in a similar
manner.  As you can see from the  table on page 10,  the  fund's  Advisor  Class
shares delivered a +74.13% cumulative total return since inception on January 3,
1994.

The fund's share price, as measured by net asset value,  decreased  $2.40,  from
$17.70 on April 30, 1998,  to $15.30 on October 31, 1998.  During the  reporting
period,   shareholders  received  no  distributions.   Distributions  will  vary
depending on income earned by the fund and any profits realized from the sale of
securities  in the  portfolio,  as well as the  level  of the  fund's  operating
expenses.

Performance
Advisor Class

Periods ended 10/31/98

                                                          SINCE
                                                        INCEPTION
                                       1-YEAR*  3-YEAR*  (1/3/94)*
- -------------------------------------------------------------------
Cumulative Total Return1               -12.24%  +44.15%  +74.13%

Average Annual Total Return1           -12.24%  +12.96%  +12.18%

Value of $10,000 Investment2            $8,776  $14,415  $17,413

                                       10/31/96 10/31/97  10/31/98
- -------------------------------------------------------------------
One-Year Total Return*,3               +26.37%  +29.97%  -12.24%

*On January 2, 1997,  the fund began  selling  Advisor  Class  shares to certain
eligible  investors as described  in the  prospectus.  This share class does not
have sales  charges  or a Rule  12b-1  plan.  Performance  quotations  have been
calculated as follows: (a) For periods prior to January 2, 1997, figures reflect
the  Fund's  Class I  performance,  excluding  the  effect  of the Class I sales
charge,  but  including  the effect of Class I expenses,  containing  Rule 12b-1
fees; and (b) for periods after January 1, 1997,  figures reflect actual Advisor
Class performance,  including the deduction of all fees and expenses  applicable
only to  that  class.  Since  January  2,  1997  (commencement  of  sales),  the
cumulative  total return of Advisor Class shares was 3.31%. 

1. Cumulative total return  represents the change in value of an investment over
the periods indicated. Average annual total return represents the average annual
change in value of an investment over the periods indicated.
2. These figures represent the value of a hypothetical $10,000 investment in the
fund over the periods indicated.
3. One-year total return  represents  the change in value of an investment  over
the periods ended on the specified dates.
All calculations  assume reinvestment of distributions at net asset value. Since
markets can go down as well as up,  investment  return and principal  value will
fluctuate with market conditions,  and you may have a gain or loss when you sell
your shares.  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,  total  returns  would have been lower.  The
waiver  may be  discontinued  at any time  upon  notice to the  fund's  board of
trustees.

FRANKLIN REAL ESTATE SECURITIES TRUST
FRANKLIN REAL ESTATE SECURITIES FUND
Financial Highlights

<TABLE>
<CAPTION>


                                                                                  Class I
                                                     -------------------------------------------------------------
                                                     Six Months Ended
                                                     October 31, 1998               Year Ended April 30,
                                                                       -------------------------------------------
                                                        (unaudited)      1998   19975   1996     1995     19942
                                                     -------------------------------------------------------------
<S>                                                      <C>           <C>    <C>     <C>      <C>      <C>   
Per share operating performance
(for a share outstanding throughout the period)
Net asset value, beginning of period ................    $17.66        $15.44 $12.64  $10.58   $10.92.  $10.00
                                                     -------------------------------------------------------------
Income from investment operations:
 Net investment income ..............................        .37           .63    .49     .43      .39      .06
 Net realized and unrealized gains (losses)..........      (2.78)         2.14   2.77    2.10     (.45)     .86

                                                     -------------------------------------------------------------
Total from investment operations.....................      (2.41)         2.77   3.26    2.53     (.06)     .92

                                                     -------------------------------------------------------------
Less distributions from:
 Net investment income ..............................       -             (.48)  (.36)   (.47)    (.28)      -
 Net realized gains .................................       -             (.07)  (.10)     -        -        -

                                                     -------------------------------------------------------------
Total distributions .................................       -             (.55)  (.46)   (.47)    (.28)      -

                                                     -------------------------------------------------------------
Net asset value, end of period.......................     $15.25        $17.66 $15.44  $12.64   $10.58   $10.92
                                                     =============================================================

Total return+ .......................................     (13.65%)       17.96% 25.97%  24.25%    (.48%    9.20%

Ratios/supplemental data
Net assets, end of period (000s)....................     $295,072     $330,030 $153,520 $33,634  $16,694   $5,634
Ratios to average net assets:
 Expenses ...........................................       1.10%1        1.00%   .98%    .67%     .25%     .25%1
 Expenses excluding waiver and payments by affiliate.       1.10%1        1.03%  1.09%   1.24%    1.40%    2.91%1
 Net investment income ..............................       4.68%1        3.50%  3.88%   4.38%    4.86%    3.19%1
Portfolio turnover rate .............................       4.45%         6.10%  6.80%  14.40%    3.74%      -

</TABLE>
+Total  return does not reflect sales  commissions  or the  contingent  deferred
sales charges,  and is not annualized.  Prior to May 1, 1994, dividends from net
investment income were reinvested at the offering price.
1Annualized.
2For the period January 3, 1994 (effective date) to April 30, 1994.
5For the period ending April 30, 1997,  per share  amounts have been  calculated
using the daily average shares outstanding.

<TABLE>
<CAPTION>
                                                                                Class II
                                                          ---------------------------------------------
                                                          Six Months Ended
                                                          October 31, 1998        Year Ended April 30,
                                                                             --------------------------
                                                             (unaudited)      1998     19975     19963
                                                          ---------------------------------------------
<S>                                                            <C>           <C>      <C>       <C>   
Per share operating performance
(for a share outstanding throughout the period)
Net asset value, beginning of period ...............           $17.40        $15.26   $12.56    $10.58
                                                          ---------------------------------------------
Income from investment operations:
 Net investment income .............................              .32           .45      .43       .44
 Net realized and unrealized gains (losses).........            (2.74)         2.15     2.68      2.00
                                                          ---------------------------------------------
Total from investment operations ...................            (2.42)         2.60     3.11      2.44

                                                          ---------------------------------------------
Less distributions from:
 Net investment income .............................               -           (.39)    (.31)     (.46)
 Net realized gains ................................               -           (.07)    (.10)       -

                                                          ---------------------------------------------
Total distributions ................................               -           (.46)    (.41)     (.46)

                                                          ---------------------------------------------
Net asset value, end of period .....................           $14.98        $17.40   $15.26    $12.56

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

Total return+ ......................................           (13.91%)       17.07%   24.94%    23.21%

Ratios/supplemental data
Net assets, end of period (000s) ..................          $118,194      $137,048  $58,540    $6,282
Ratios to average net assets:
 Expenses ..........................................             1.85%1        1.75%    1.75%     1.41%
 Expenses excluding waiver and payments by affiliate             1.85%1        1.78%    1.86%     1.98%
 Net investment income .............................             3.93%1        2.77%    2.92%     3.65%
Portfolio turnover rate ............................             4.45%         6.10%    6.80%    14.40%
</TABLE>

+Total  return does not reflect sales  commissions  or the  contingent  deferred
sales charges, and is not annualized.
1Annualized.
3For the period May 1, 1995 (effective date) to April 30, 1996.
5For the period ending April 30, 1997,  per share  amounts have been  calculated
using the daily average shares outstanding.

<TABLE>
<CAPTION>


                                                    Advisor Class
                                                   -----------------------------------------
                                                   Six Months Ended
                                                   October 31, 1998   Year Ended April 30,
                                                                      ----------------------
                                                      (unaudited)      1998       19974,5
                                                   -----------------------------------------
<S>                                                     <C>           <C>         <C>   
Per share operating performance
(for a share outstanding throughout the period)
Net asset value, beginning of period............        $17.70        $15.45      $15.30
                                                   -----------------------------------------
Income from investment operations:
 Net investment income .........................           .59           .52         .18
 Net realized and unrealized gains (losses).....         (2.99)         2.31        (.03)
                                                   -----------------------------------------
Total from investment operations ...............         (2.40)         2.83         .15
                                                   -----------------------------------------
Less distributions from:
 Net investment income .........................            -           (.51)         -
 Net realized gains ............................            -           (.07)         -
                                                   -----------------------------------------
Total distributions ............................            -           (.58)         -
                                                   -----------------------------------------
Net asset value, end of period .................        $15.30        $17.70      $15.45
                                                   =========================================

Total return+ ..................................        (13.56%)       18.35%        .98%

Ratios/supplemental data
Net assets, end of period (000s) ..............         $5,633        $8,929       $625
Ratios to average net assets:
 Expenses ......................................           .85%1         .75%        .75%1
 Expenses excluding waiver and payments by affiliate       .85%1         .78%        .86%1
 Net investment income .........................          4.93%1        3.97%       3.44%1
Portfolio turnover rate ........................          4.45%         6.10%       6.80%
</TABLE>

FRANKLIN REAL ESTATE SECURITIES TRUST
FRANKLIN REAL ESTATE SECURITIES FUND
Statement of Investments, October 31, 1998 (unaudited)



                                                           SHARES       VALUE
 Common Stocks 93.9%                                                           

 Equity REIT - Apartments 15.7%
 Amli Residential Properties Trust ..................     145,000 $ 3,262,500
 Archstone Communities Trust ........................     725,000  14,590,625
 Avalonbay Communities, Inc. ........................     110,000   3,533,750
 Camden Property Trust ..............................     340,074   9,139,489
 Equity Residential Properties Trust ................     305,000  12,810,000
 Gables Residential Trust ...........................     160,000   4,210,000
 Irvine Apartment Communities, Inc. .................     190,000   4,987,500
 Post Properties, Inc. ..............................     240,000   9,285,000
 Smith, Charles E. Residential Realty, Inc. .........     125,000   3,828,125
                                                                   -----------
                                                                   65,646,989
                                                                   -----------
Equity REIT - Diversified Property Type 15.3%
 Crescent Real Estate Equities, Co. .................     400,000  10,025,000
 Colonial Properties Trust ..........................     283,300   7,790,750
 Duke Realty Investment, Inc. .......................     410,000   9,788,750
 Glenborough Realty Trust, Inc. .....................     530,000  11,361,875
 Liberty Property Trust .............................     380,000   8,740,000
 Spieker Properties, Inc. ...........................     260,000   8,970,000
 Vornado Realty Trust ...............................     221,000   7,444,938
                                                                   -----------
                                                                   64,121,313
                                                                   -----------
 Equity REIT - Health Care 3.5%
 Health Care Property Investors, Inc. ...............     114,300   3,843,338
 Nationwide Health Properties, Inc. .................     180,000   4,151,250
 Omega Healthcare Investors, Inc. ...................     225,000   6,975,000
                                                                   -----------
                                                                   14,969,588
                                                                   -----------
 Equity REIT - Hotels 12.1%
 FelCor Lodging Trust, Inc. .........................     425,000  10,014,063
 Innkeepers USA Trust ...............................     410,000   4,715,000
 MeriStar Hospitality Corp. .........................     743,700  13,758,450
 Patriot American Hospitality, Inc. .................     575,000   5,103,125
 Starwood Lodging Trust .............................     485,000  13,731,563
 Winston Hotels, Inc. ...............................     370,000   3,168,119
                                                                   -----------
                                                                   50,490,320
                                                                   -----------
 Equity REIT - Industrial 5.3%
 Cabot Industrial Trust .............................     245,000   4,900,000
 Meridian Industrial Trust, Inc. ....................     330,000   7,260,000
 ProLogis Trust .....................................     455,000   9,924,688
                                                                   -----------
                                                                   22,084,688
                                                                   -----------
 Equity REIT - Office 11.3%
 Alexandria Real Estate Equities, Inc. ..............     351,900   9,391,331
 Arden Realty Group, Inc. ...........................     425,000   9,190,625
 Equity Office Properties Trust .....................     340,000   8,160,000
 Highwoods Properties, Inc. .........................     300,000   8,381,250

 Equity REIT - Office (cont.)
 Mack-Cali Realty Corp. .............................     275,000 $ 8,146,875
SL Green Realty Corp. ...............................     223,000   4,223,063
                                                                   -----------
                                                                   47,493,144
                                                                   -----------
 Equity REIT - Residential Communities 2.7%
 Manufactured Home Communities, Inc. ................     170,000   4,239,375
 Sun Communities, Inc. ..............................     220,000   7,356,250
                                                                   -----------
                                                                   11,595,625
                                                                   -----------

 Equity REIT - Retail - Community Centers 6.7%
 Burnham Pacific Properties, Inc. ...................     382,500   5,020,313
 Developers Diversified Realty Corp. ................     280,000   5,285,000
 Kimco Realty Corp. .................................     270,000  10,749,375
cPacific Retail Trust ...............................     640,499   7,090,324
                                                                   -----------
                                                                   28,145,012
                                                                   -----------
 Equity REIT - Retail - Regional Malls 5.9%
 Simon Property Group, Inc. .........................     375,000  11,226,563
 The Macerich Co. ...................................     295,000   8,130,938
 The Mills Corp. ....................................     251,200   5,447,900
                                                                   -----------
                                                                   24,805,401
                                                                   -----------
 Equity REIT - Storage 6.1%
 Public Storage, Inc. ...............................     422,000  11,262,125
 Storage Trust Realty ...............................     440,000   9,872,500
 Storage USA, Inc. ..................................     140,000   4,261,250
                                                                   -----------
                                                                   25,395,875
                                                                   -----------
 Diversified Property Type 4.9%
aCrescent Operating, Inc. ...........................      16,000      79,000
aSecurity Capital Group, Inc. .......................     909,400  14,493,563
Security Capital US Realty ..........................     675,000   5,805,000
aVornado Operating Co. ..............................      11,050      69,063
                                                                   -----------
                                                                   20,446,626
                                                                   -----------
 Home Builders .2%
aSouthern Energy Homes, Inc. ........................     120,000     690,000
                                                                   -----------
 Hotels 4.2%
aCandlewood Hotel Co., Inc. .........................     385,000   1,540,000
aHost Marriott Corp. ................................    818,500   11,868,250
aMeriStar Hotels & Resorts, Inc. ....................     392,000     931,000
aPrime Hospitality Corp. ............................     350,000   3,193,750
                                                                   -----------
                                                                   17,533,000
                                                                   -----------
 Total Long Term Investments (Cost $432,081,924) ....             393,417,581
                                                                   -----------

bRepurchase Agreement 6.4%
 Joint Repurchase Agreement, 5.350%, 11/02/98, 
 (Maturity Value $26,698,748)(Cost $26,686,851)...... $26,686,851 $26,686,851
  Barclays Capital Group, Inc.
  Chase Securities, Inc.
  CIBC Wood Gundy Securities Corp.
  Deutsche Morgan Grenfell/C.J. Lawrence, Inc.
  Donaldson, Lufkin & Jenrette Securities Corp.
  Dresdner Kleinwort Benson, North America, L.L.C.
  Greenwich Capital Markets, Inc.
  NationsBanc Montgomery Securities, L.L.C.
  Paribas Corp.
  SBC Warburg Dillon Read, Inc.
    Collateralized by U.S. Treasury Bills and Notes
                                                                   -----------
 Total Investments (Cost $458,768,775) 100.3% .......             420,104,432
 Other Assets, less Liabilities (.3%) ...............              (1,205,278)
                                                                   -----------
 Net Assets 100.0% ..................................            $418,899,154
                                                                   ===========

PORTFOLIO ABBREVIATION:
L.L.C.  -  Limited Liability Corp.
REIT    -  Real Estate Investment Trust

aNon-income producing.
bInvestment is through participation in a joint account with other funds managed
by the investment  advisor.  At October 31, 1998, all repurchase  agreements had
been  entered  into on  October  30,  1998.  cSee  Note 6  regarding  restricted
securities.

FRANKLIN REAL ESTATE SECURITIES TRUST
FRANKLIN REAL ESTATE SECURITIES FUND
Financial Statements

Statement of Assets and Liabilities
October 31, 1998 (unaudited)

Assets:
 Investments in securities, at value (cost $458,768,775) ...      $420,104,432
 Receivables:
  Capital shares sold ......................................         1,220,324
  Dividends and interest ...................................           780,323
                                                                   ------------
      Total assets .........................................       422,105,079
                                                                   ------------
Liabilities:
 Payables:
  Capital shares redeemed ..................................         1,772,943
  Affiliates ...............................................         1,154,105
  Shareholders .............................................           227,816
 Other liabilities .........................................            51,061
                                                                   ------------
      Total liabilities ....................................         3,205,925
                                                                   ------------
       Net assets, at value ................................      $418,899,154
                                                                   ============
Net assets consist of:
 Undistributed net investment income .......................      $ 13,466,886
 Net unrealized depreciation ...............................       (38,664,343)
 Accumulated net realized gain .............................         6,175,862
 Capital shares ............................................       437,920,749
                                                                   ------------
      Net assets, at value .................................      $418,899,154
                                                                   ============
Class I:
 Net asset value per share ($295,072,141 / 19,354,183 
  shares outstanding)*......................................            $15.25
                                                                   ------------
 Maximum offering price per share ($15.25 / 94.25%) ........            $16.18
                                                                   ------------
Class II:
 Net asset value per share ($118,193,559 / 7,892,291
  shares outstanding)*......................................            $14.98
                                                                   ------------
 Maximum offering price per share ($14.98 / 99.00%) ........            $15.13
                                                                   ------------
Advisor Class:
Net asset value and maximum offering price per share 
 ($5,633,454 / 368,103 shares outstanding) .................            $15.30
                                                                   ------------

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

FRANKLIN REAL ESTATE SECURITIES TRUST
FRANKLIN REAL ESTATE SECURITIES FUND
Financial Statements (continued)

Statement of Operations
for the six months ended October 31, 1998 (unaudited)

Investment income:
 Dividends .....................................     $11,940,256
 Interest ......................................       1,084,248
                                                    ------------
      Total investment income ..................                   $13,024,504
Expenses:
 Management fees (Note 3) ......................       1,148,484
 Distribution fees (Note 3)
  Class I ......................................         395,851
  Class II .....................................         644,291
 Transfer agent fees (Note 3) ..................         582,429
 Custodian fees ................................           1,908
 Reports to shareholders .......................          55,420
 Registration and filing fees ..................          89,666
 Professional fees .............................          11,685
 Directors' fees and expenses ..................           6,826
 Other .........................................           6,076
                                                    ------------
      Total expenses ...........................                     2,942,636
                                                                   ------------
       Net investment income ...................                    10,081,868
                                                                   ------------
Realized and unrealized gains (losses):
 Net realized gain from investments ............                       897,617
 Net unrealized depreciation on investments ....                   (79,778,801)
                                                                   ------------
Net realized and unrealized loss ...............                   (78,881,184)
                                                                   ------------
Net decrease in net assets resulting from operations              $(68,799,316)
                                                                   ============

FRANKLIN REAL ESTATE SECURITIES TRUST
FRANKLIN REAL ESTATE SECURITIES FUND
Financial Statements (continued)

Statement  of Changes in Net Assets for the six months  ended  October  31, 1998
(unaudited) and the year ended April 30, 1998

<TABLE>
<CAPTION>
                                                                      SIX MONTHS ENDED     YEAR ENDED
                                                                      OCTOBER 31,1998    APRIL 30, 1998
                                                                     -----------------------------------
<S>                                                                    <C>                <C>         
Increase (decrease) in net assets:
 Operations:
  Net investment income                                                $ 10,081,868       $ 12,086,241
  Net realized gain from investments                                        897,617          5,825,033
  Net unrealized appreciation (depreciation) on investments             (79,778,801)        25,890,441
                                                                      ----------------------------------
      Net increase (decrease) in net assets resulting from operations   (68,799,316)        43,801,715
 Distributions to shareholders from:
  Net investment income:
   Class I                                                                       --         (7,019,512)
   Class II                                                                      --         (2,230,303)
   Advisor Class                                                                 --           (131,663)
  Net realized gains:
   Class I                                                                       --         (1,735,325)
   Class II                                                                      --           (686,324)
   Advisor Class                                                                 --            (30,392)
                                                                      ----------------------------------
Total  distributions to shareholders 
                                                                                 --        (11,833,519)  
Capital share transactions (Note 2)
 Class I                                                                 12,170,161        153,188,550
 Class II                                                                 1,018,776         69,878,349
 Advisor Class                                                           (1,498,134)         8,287,762
                                                                      ----------------------------------
Total capital share transactions                                         11,690,803        231,354,661
      Net increase (decrease) in net assets                             (57,108,513)       263,322,857
Net assets:
 Beginning of period                                                    476,007,667        212,684,810
                                                                      ----------------------------------
 End of period                                                         $418,899,154       $476,007,667
                                                                      ----------------------------------
Undistributed net investment income included in net assets
 End of period                                                         $ 13,466,886        $ 3,385,018
                                                                      ==================================

</TABLE>
FRANKLIN REAL ESTATE SECURITIES TRUST
FRANKLIN REAL ESTATE SECURITIES FUND
Notes to Financial Statements

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Franklin Real Estate  Securities Fund (the Fund) is a separate,  non-diversified
series of  Franklin  Real  Estate  Securities  Trust  (the  Trust),  which is an
open-end investment company registered under the Investment Company of 1940. The
Fund seeks total return.

The following summarizes the Fund's significant accounting policies.

a. Security Valuation:

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

b. Income Taxes:

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

c. Security Transactions, Investment Income, Expenses and Distributions:

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

Distributions  received by the Fund from  securities  may be a return of capital
(ROC).  Such  distributions  reduce  the cost basis of the  securities,  and any
distributions in excess of the cost basis are recognized as capital gains.

Realized and unrealized gains and 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.

d. 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.

2. SHARES OF BENEFICIAL INTEREST

The Fund offers three  classes of shares:  Class I, Class II and Advisor  Class.
The  shares  have  the  same  rights   except  for  their  initial  sales  load,
distribution  fees,  voting  rights on matters  affecting a single class and the
exchange privilege of each class.

2. SHARES OF BENEFICIAL INTEREST (cont.)

At October 31, 1998, there were an unlimited  number of shares  authorized ($.01
par value). Transactions in the Fund's shares were as follows:

<TABLE>
<CAPTION>


                                                             Six Months Ended              Year Ended
                                                             OCTOBER 31, 1998            APRIL 30, 1998
                                                      ----------------------------------------------------------
                                                         SHARES           AMOUNT      SHARES         AMOUNT
                                                      ----------------------------------------------------------
<S>                                                    <C>             <C>           <C>           <C>         
Class I Shares
Shares sold.......................................     5,497,086       $90,167,883   13,583,071    $238,264,244
Shares issued in reinvestment of distributions....            --                --      443,3         7,781,587
Shares redeemed...................................    (4,834,318)      (77,997,722)  (5,277,774)    (92,857,281)
                                                      ----------------------------------------------------------
Net increase......................................       662,768       $12,170,161    8,748,692    $153,188,550
                                                      ==========================================================
Class II Shares
Shares sold.......................................     1,464,232       $23,591,404    4,882,257     $ 84,464,637
Shares issued in reinvestment of distributions....            --                --      147,303        2,554,233
Shares redeemed...................................    (1,446,032)      (22,572,628)    (990,554)     (17,140,521)
                                                      ----------------------------------------------------------
Net increase......................................        18,200       $ 1,018,776    4,039,006     $ 69,878,349
                                                      ==========================================================
Advisor Shares
Shares sold.......................................       249,834       $ 4,258,806      517,824      $ 9,252,101
Shares issued in reinvestment of distribution.....            --                --        9,090          159,714
Shares redeemed...................................      (386,270)       (5,756,940)     (62,790)      (1,124,053)
                                                      ----------------------------------------------------------
Net increase (decrease)...........................      (136,436)      $(1,498,134)     464,124      $ 8,287,762
                                                      ==========================================================

</TABLE>
3. TRANSACTIONS WITH AFFILIATES

Certain  officers and trustees of the Fund are also officers and/or directors of
Franklin  Advisers,  Inc.  (Advisers),  Franklin  Templeton  Services,  Inc. (FT
Services),    Franklin/Templeton    Distributors,    Inc.   (Distributors)   and
Franklin/Templeton  Investor  Services,  Inc.  (Investor  Services),  the Fund's
investment manager,  administrative manager,  principal underwriter and transfer
agent,  respectively.  The Fund pays an  investment  management  fee to Advisers
based on the average net assets of the Fund as follows:

   Annualized
    FEE RATE         AVERAGE  DAILY NET ASSETS 
  ----------------------------------------------------------------------
     .625%           First $100 million  
     .500%           Over $100 million, up to and including $250 million
     .450%           Over $250 million

Under an agreement with Advisers, FT Services provides  administrative  services
to the Fund. The fee is paid by Advisers based on average daily net assets,  and
is not an additional expense of the Fund.

3. TRANSACTIONS WITH AFFILIATES (cont.)

The Fund  reimburses  Distributors  up to .25% and 1.00% per year of the average
daily net assets of Class I and Class II,  respectively,  for costs  incurred in
marketing the Fund's shares.

Distributors  paid  net  commissions  on  sales  of Fund  shares,  and  received
contingent  deferred  sales  charges  for the period of  $300,259  and  $54,477,
respectively.

The Fund paid  transfer  agent fees of $582,429,  of which  $265,799 was paid to
Investor Services.

4. INCOME TAXES

At  October  31,  1998,  the net  unrealized  depreciation  based on the cost of
investments for income tax purposes of $458,768,775 was as follows:

     Unrealized appreciation....................   $ 9,204,206
     Unrealized depreciation....................   (47,868,549)
                                                  -------------
     Net unrealized depreciation................  $(38,664,343)
                                                  =============

5. INVESTMENT TRANSACTIONS

Purchases  and sales of securities  (excluding  short-term  securities)  for the
period  ended  October  31,  1998  aggregated   $56,359,985   and   $18,371,898,
respectively.

6. RESTRICTED SECURITIES

The Fund may  purchase  securities  through a private  offering  that  generally
cannot be sold to the public without prior registration under the Securities Act
of 1933. The costs of  registering  such  securities are paid by the issuer.  At
October 31, 1998, the Fund held the following  restricted security  representing
1.7% of the Fund's net assets:

SHARES   ISSUER                    ACQUISITION DATE    COST          VALUE
- --------------------------------------------------------------------------------
640,499  Pacific Retail Trust          8/30/96      $7,598,685    $7,090,324




Franklin Real Estate Securities Fund Semi-Annual Report October 31, 1998.

APPENDIX

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

GRAPHIC MATERIAL (1)

This chart shows in pie format the  geographic  allocation  distribution  of the
Franklin  Real Estate  Securities  Fund on October 31, 1998,  based on total net
assets.

U.S.Geographic Allocation on October 31, 1998
National                                       45.2%
Southwest                                      13.5%
Southwest                                      10.7%
Northeast                                       9.2%
Northwest                                       9.1%
Mideast                                         6.2%
Cash and Equivalents                            6.1%

GRAPHIC MATERIAL (2)

This chart shows in bar format the property type allocation of the Franklin Real
Estate Securities Fund on October 31, 1998, based on total net assets.

Property -Type Allocation on October 31, 1998
Diversified Property Type                       20.2%
Hotels                                          16.3%
Apartments                                      15.7%
Office                                          11.3%
Industrial                                       5.3%
Retail - Community Centers                       6.7%
Storage                                          6.1%
Retail - Regional Malls                          5.9%
Health Care                                      3.5%
Residential Communities                          2.7%
Home Builders                                    0.2%
Cash                                             6.1%


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