UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-CSRS

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number 811-05878

Franklin Value Investors Trust

(Exact name of registrant as specified in charter)

One Franklin Parkway, San Mateo, CA  94403-1906

(Address of principal executive offices) (Zip code)

Craig S. Tyle, One Franklin Parkway, San Mateo, CA  94403-1906

(Name and address of agent for service)

Registrant's telephone number, including area Code: 650 312-2000

Date of fiscal year end: 10/31

Date of reporting period: 4/30/21

Item 1. Reports to Stockholders.

a.)

The following is a copy of the report transmitted to shareholders pursuant to Rule30e-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30e-1.)

b.)

Include a copy of each notice transmitted to stockholders in reliance on Rule 30e-3 under the Act (17 CFR 270.30e-3) that contains disclosures specified by paragraph (c)(3) of that rule.

Not Applicable

.

Semiannual

Report

and

Shareholder

Letter

Franklin

Value

Investors

Trust

April

30,

2021

Sign

up

for

electronic

delivery

at

franklintempleton.com/edelivery

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Value

Fund

Franklin

Small

Cap

Value

Fund

Not

FDIC

Insured

May

Lose

Value

No

Bank

Guarantee

franklintempleton.com

Not

part

of

the

semiannual

report

1

Shareholder

Letter

Dear

Franklin

Fund

Shareholder:

Prior

to

the

start

of

the

six-month

reporting

period

ended

April

30,

2021,

equity

markets

experienced

increased

volatility

as

novel

coronavirus

(COVID-19)

cases

were

once

again

on

the

rise

and

varying

parts

of

the

globe

renewed

restrictive

measures

meant

to

slow

the

spread

of

the

virus.

However,

the

tide

began

to

turn

on

the

pandemic

as

scientists

announced

viable

vaccine

candidates

in

November

2020.

In

December

2020,

vaccines

were

approved

for

emergency

use.

An

additional

stimulus

package

was

also

passed,

delivering

financial

assistance

to

many

people

in

need.

Ten-year

U.S.

Treasury

rates

rose

as

investors

began

to

anticipate

a

possible

economic

recovery.

Change

had

arrived.

Changes

were

present

in

the

equity

markets,

too.

Sectors

of

the

market

that

had

rallied

since

the

spring

of

2020

began

to

lag.

Companies

that

had

benefited

from

consumer

behavior

shifts

during

the

lockdown,

such

as

online

payment

processors,

online

retailers

and

remote

worker

infrastructure

providers,

were

no

longer

wildly

in

favor.

Instead,

companies

that

stood

to

benefit

from

economic

reopening,

such

as

hotels,

casinos,

restaurants

and

other

leisure

companies,

got

a

boost.

Generally

speaking,

this

led

to

a

notable

rotation

out

of

growth

stocks

and

into

value-oriented

companies.

Smaller

capitalization

companies,

which

tend

to

be

more

sensitive

to

the

economic

cycle,

also

outperformed

their

larger

capitalization

counterparts

for

much

of

the

six

months

under

review.

The

new

Biden

administration,

and

its

focus

on

overhauling

America’s

infrastructure,

also

supported

a

rally

in

building

products

companies

and

other

potential

beneficiaries

of

the

country’s

structural

overhaul.

The

U.S.

government

proposed

an

additional

stimulus

bill

and

a

$2.3

trillion

infrastructure

plan

in

March

2021.

Economic

data

improved

during

the

reporting

period.

Job

growth

was

a

positive

beacon.

The

U.S.

Treasury

yield

curve

steepened

from

December

2020

until

late

March

2021.

Consumer

spending,

which

accounts

for

about

70%

of

U.S.

gross

domestic

product,

strengthened

as

well.

During

the

last

several

months

of

the

period,

the

U.S.

Federal

Reserve

repeatedly

signaled

it

could

keep

monetary

policy

accommodative

for

years

to

fight

the

pandemic’s

long-term

damage,

including

introducing

a

more

flexible

mandate

around

its

annual

inflation

target.

This

means

that

supportive

policies

could

continue.

Change

certainly

seems

to

be

upon

us,

but

not

all

progress

is

a

steady

march

forward,

in

our

opinion.

As

concerns

about

mounting

inflation

and

fluctuating

interest

rates

influence

investor

behavior,

pockets

of

volatility

may

crop

up.

The

equity

rally

could

also

be

affected

by

global

vaccine

distribution

and

ongoing

complications

surrounding

COVID-19.

However,

market

volatility

can

often

present

what

we

consider

opportunities.

We

remain

focused

on

identifying

opportunities

to

acquire

stocks

at

attractive

valuations

based

upon

our

assessment

of

fair

value.

Our

process

of

finding

underappreciated

and

misunderstood

companies

with

identifiable

catalysts

to

unlock

shareholder

value

may

provide

meaningful

upside

potential,

and

a

degree

of

downside

protection

during

turbulent

periods.

On

the

following

pages,

the

portfolio

management

team

of

each

Fund

reviews

investment

decisions

made

during

this

period.

Please

remember

all

securities

markets

fluctuate,

as

do

mutual

fund

share

prices.

We

thank

you

for

investing

with

Franklin

Templeton,

welcome

your

questions

and

comments,

and

look

forward

to

continuing

to

serve

your

investment

needs

in

the

years

ahead.

Sincerely,

Christian

Correa,

CFA

President

and

Chief

Investment

Officer

Franklin

Value

Investors

Trust

This

letter

reflects

our

analysis

and

opinions

as

of

April

30,

2021,

unless

otherwise

indicated.

The

information

is

not

a

complete

analysis

of

every

aspect

of

any

market,

country,

industry,

security

or

fund.

Statements

of

fact

are

from

sources

considered

reliable.

CFA

®

is

a

trademark

owned

by

CFA

Institute

franklintempleton.com

Semiannual

Report

2

Contents

Semiannual

Report

Economic

and

Market

Overview

3

Franklin

MicroCap

Value

Fund

4

Franklin

Mutual

U.S.

Value

Fund

10

Franklin

Small

Cap

Value

Fund

15

Financial

Highlights

and

Statements

of

Investments

20

Financial

Statements

44

Notes

to

Financial

Statements

49

Shareholder

Information

64

Visit

franklintempleton.com

for

fund

updates,

to

access

your

account,

or

to

find

helpful

financial

planning

tools.

3

franklintempleton.com

Semiannual

Report

SEMIANNUAL

REPORT

Economic

and

Market

Overview

U.S.

equities,

as

measured

by

the

Standard

&

Poor’s

®

500

Index

(S&P

500

®

),

posted

a

+28.85%

total

return

during

the

six

months

ended

April

30,

2021.

1

Stocks

continued

to

recover

from

the

shock

of

the

novel

coronavirus

(COVID-19)

pandemic

amid

a

rebound

in

economic

activity

as

many

investors

anticipated

a

continued

return

to

normalcy.

Two

additional

fiscal

stimulus

measures,

which

included

direct

payments

to

many

individuals

and

programs

designed

to

help

small

businesses

keep

employees

on

the

payroll,

passed

in

December

2020

and

March

2021,

further

supporting

stock

prices.

In

November

2020,

news

that

several

vaccines

showed

high

efficacy

rates

bolstered

investor

confidence.

Additionally,

the

implementation

of

mass

vaccination

programs

in

early

2021,

a

significant

decline

in

the

U.S.

infection

rate

and

continued

economic

reopening

led

U.S.

equities

to

reach

all-time

price

highs

in

April

2021.

The

U.S.

economic

recovery

accelerated

in

2021’s

first

quarter

after

moderating

in

2020’s

last

quarter.

Toward

period-end,

the

total

economic

output

nearly

reached

pre-pandemic

levels,

as

a

notable

increase

in

consumer

spending

bolstered

growth.

The

unemployment

rate

declined

from

6.9%

in

October

2020

to

6.1%

in

April

2021,

as

jobless

claims

fell

and

employment

openings

rose.

2

In

an

effort

to

support

the

economy,

the

U.S.

Federal

Reserve

(Fed)

kept

the

federal

funds

target

rate

at

a

record-low

range

of

0.00%–0.25%.

The

Fed

also

continued

quantitative

easing

measures

aimed

at

ensuring

credit

flows

to

borrowers

and

supporting

credit

markets

with

open-

ended

bond

purchasing.

Furthermore,

the

Fed

reiterated

that

interest

rates

would

likely

remain

low,

even

if

inflation

moderately

exceeded

its

2%

target.

The

combination

of

stimulus

payments,

increasing

asset

prices

and

generally

rising

savings

during

lockdowns

led

to

the

strengthening

of

overall

household

balance

sheets.

The

higher

overall

household

wealth

and

pent-up

consumer

demand

led

to

stronger

consumer

spending

in

2021’s

first

quarter

that,

along

with

the

shortages

of

some

materials

and

supplies,

drove

many

investors’

inflation

expectations

to

increase

significantly

near

period-end.

The

foregoing

information

reflects

our

analysis

and

opinions

as

of

April

30,

2021.

The

information

is

not

a

complete

analysis

of

every

aspect

of

any

market,

country,

industry,

security

or

fund.

Statements

of

fact

are

from

sources

considered

reliable.

1.

Source:

Morningstar.

2.

Source:

Bureau

of

Labor

Statistics

See

www.franklintempletondatasources.com

for

additional

data

provider

information

4

franklintempleton.com

Semiannual

Report

Franklin

MicroCap

Value

Fund

This

semiannual

report

for

Franklin

MicroCap

Value

Fund

covers

the

period

ended

April

30,

2021.

Your

Fund’s

Goal

and

Main

Investments

The

Fund

seeks

high

total

return,

of

which

capital

appreciation

and

income

are

components.

Under

normal

market

conditions,

the

Fund

invests

at

least

80%

of

its

net

assets

in

securities

of

microcap

companies

with

market

capitalizations

under

$500

million

at

the

time

of

purchase

that

we

believe

are

undervalued

in

the

marketplace

and

have

the

potential

for

capital

appreciation.

The

Fund

may

invest

up

to

20%

of

its

net

assets

in

equity

securities

of

companies

with

market

capitalizations

greater

than

$500

million

at

the

time

of

purchase,

consistent

with

its

goal.

The

Fund

invests

predominantly

in

common

stocks.

Performance

Overview

The

Fund’s

Class

A

shares

posted

a

+56.13%

cumulative

total

return

for

the

six

months

under

review.

In

comparison,

the

Russell

2000

®

Value

Index,

which

measures

performance

of

those

Russell

2000

®

Index

companies

with

relatively

lower

price-to-book

ratios

and

lower

forecasted

growth

rates,

posted

a

+59.17%

total

return

for

the

same

period.

1

You

can

find

more

of

the

Fund’s

performance

data

in

the

Performance

Summary

beginning

on

page

7

.

Performance

data

represent

past

performance,

which

does

not

guarantee

future

results.

Investment

return

and

principal

value

will

fluctuate,

and

you

may

have

a

gain

or

loss

when

you

sell

your

shares.

Current

performance

may

differ

from

figures

shown.

For

most

recent

month-end

performance,

go

to

franklintempleton.com

or

call

(800)

342-5236

.

Investment

Strategy

Our

strategy

is

to

buy

shares

of

companies

that

we

believe

are

undervalued

at

the

time

of

purchase

and

have

the

potential

for

capital

appreciation.

This

includes,

among

other

things,

those

that

may

be

considered

out

of

favor

due

to

actual

or

perceived

cyclical

or

secular

challenges,

or

are

experiencing

temporary

setbacks,

diminished

expectations,

mismanagement

or

undermanagement,

or

are

financially

stressed.

This

strategy

is

not

aimed

at

short-term

trading

gains,

nor

do

we

consider

the

composition

of

any

index.

Rather,

we

try

to

identify

individual

companies

that

meet

our

investment

criteria

and

we

assume

at

purchase

that

we

will

hold

the

positions

for

several

years.

The

Fund

may

invest

up

to

25%

of

its

total

assets

in

foreign

securities.

Manager’s

Discussion

For

the

six-month

period,

the

consumer

discretionary,

utilities

and

materials

sectors

were

major

contributors

to

relative

performance.

Within

consumer

discretionary,

stock

selection

and

an

overweighted

position

in

the

sector

bolstered

returns.

Within

utilities,

an

underweighted

position

in

the

sector

helped

results,

and

stock

selection

was

moderately

additive.

Stock

selection

provided

the

main

benefit

within

the

materials

sector.

Stock

selection

in

the

industrials,

energy

and

information

technology

sectors

detracted

from

relative

performance.

Within

the

energy

sector,

an

underweighted

position

also

hurt

Fund

performance.

Contributors

to

absolute

Fund

performance

during

the

period

included

Shyft

Group,

Genesco

and

First

Internet

Bancorp.

Shyft

Group

and

First

Internet

Bancorp

are

listed

among

the

Fund’s

largest

positions

in

the

Top

10

Holdings

table

on

page

5.

Portfolio

Composition

4/30/21

%

of

Total

Net

Assets

Banks

18.7%

Machinery

7.1%

Specialty

Retail

5.9%

Thrifts

&

Mortgage

Finance

5.6%

Hotels,

Restaurants

&

Leisure

5.4%

Textiles,

Apparel

&

Luxury

Goods

5.3%

Equity

Real

Estate

Investment

Trusts

(REITs)

4.3%

Construction

&

Engineering

4.1%

Health

Care

Equipment

&

Supplies

3.2%

Professional

Services

2.9%

Electrical

Equipment

2.7%

Semiconductors

&

Semiconductor

Equipment

2.6%

Metals

&

Mining

2.3%

Electronic

Equipment,

Instruments

&

Components

2.3%

Other

24.5%

Short-Term

Investments

&

Other

Net

Assets

3.1%

1.

Source:

Morningstar.

Frank

Russell

Company

is

the

source

and

owner

of

the

trademarks,

service

marks

and

copyrights

related

to

the

Russell

Indexes.

Russell

®

is

a

trademark

of

Frank

Russell

Company.

The

index

is

unmanaged

and

includes

reinvestment

of

any

income

or

distributions.

It

does

not

reflect

any

fees,

expenses

or

sales

charges.

One

cannot

invest

directly

in

an

index,

and

an

index

is

not

representative

of

the

Fund’s

portfolio.

See

www.franklintempletondatasources.com

for

additional

data

provider

information.

The

dollar

value,

number

of

shares

or

principal

amount,

and

names

of

all

portfolio

holdings

are

listed

in

the

Fund’s

Statement

of

Investments

(SOI).

The

SOI

begins

on

page

23

.

Franklin

MicroCap

Value

Fund

5

franklintempleton.com

Semiannual

Report

We

believe

Shyft

Group,

a

specialty

manufacturer

of

commercial

delivery

vehicles,

is

a

long-term

beneficiary

of

the

growth

in

e-commerce,

and

that

the

pandemic

has

accelerated

adoption

of

online

purchasing

by

consumers

and

businesses

alike.

As

a

result,

the

company’s

backlog

of

orders

continues

to

grow.

Furthermore,

management

is

making

prudent

investments

in

the

areas

of

electric

vehicles

and

refrigerated

vehicles

to

expand

the

company’s

portfolio

of

products

and

services.

Debt

on

the

balance

sheet

from

prior

acquisitions

has

declined

significantly

as

a

result

of

healthy

cash

flow

generated

from

operations

and

puts

the

company

in

what

we

consider

a

strong

position

to

weather

any

industry

volatility

or

pursue

further

acquisitions.

Shares

of

Genesco

appreciated

throughout

the

six-month

period.

The

footwear

retailer

operates

Journey’s

and

Johnston

&

Murphy

stores.

The

business

faired

relatively

well

throughout

the

pandemic

due

to

healthy

sales

trends

in

its

teen

and

family

footwear

lines

of

business,

offered

primarily

through

its

Journey’s

stores.

However,

its

dress

footwear

line

of

business,

operated

primarily

through

Johnston

&

Murphy,

provided

a

challenge

since

people

were

not

going

into

the

office.

As

part

of

economic

reopening,

people

are

starting

to

go

back

into

the

office,

and

we

believe

this

could

drive

a

recovery

for

the

Johnston

&

Murphy

line

of

business.

First

Internet

Bancorp

is

an

online

bank

headquartered

in

Indiana.

It

was

a

major

contributor

to

absolute

results

during

the

period.

Prior

to

the

start

of

the

six-month

period,

the

stock

came

under

pressure

due

to

concerns

about

potential

credit

losses

attributable

to

novel

coronavirus

shutdowns,

particularly

with

its

concentration

in

single

tenant

lease

financing,

which

includes

restaurant

chains

Red

Lobster

and

Bob

Evans.

However,

the

anticipated

credit

issues

were

not

realized,

and

the

stock

price

recovered

throughout

the

period.

In

addition,

the

bank

has

been

able

to

protect

and

improve

margins

by

significantly

reducing

its

cost

of

funds,

the

interest

rate

it

pays

on

the

funds

it

uses

in

its

business,

which

is

a

positive

side

effect

of

the

U.S.

Federal

Reserve’s

low

interest

rate

regime.

We

believe

the

bank’s

fundamental

operations

could

continue

to

improve

throughout

2021.

Holdings

that

detracted

from

absolute

Fund

performance

during

the

period

included

Graham,

Daktronics

and

Trecora

Resources.

Graham,

an

industrial

manufacturer

of

specialized

vacuum

and

heat

transfer

equipment,

has

reported

good

results

exhibiting

management’s

strategy

to

diversify

the

business

away

from

significant

energy

exposure

and

more

toward

defense.

Despite

this,

the

stock

has

reacted

poorly

during

the

reporting

period.

Currently,

over

70%

of

the

firm’s

order

backlog

relates

to

the

defense

industry

(mostly

long

duration

navy

contracts)

and

gives

management

good

visibility

into

near-term

business

trends

as

opposed

to

the

highly

cyclical

energy

end

markets.

Daktronics

is

a

supplier

of

large-scale

display

solutions,

such

as

scoreboards,

for

stadiums,

convention

centers

and

other

outdoor

venues

such

as

Times

Square.

The

business

was

severely

hit

by

the

pandemic

due

to

its

reliance

on

large

public

gatherings

for

its

revenue.

Despite

the

prospect

of

economic

reopening,

the

stock’s

recovery

has

thus

far

been

muted,

but

we

believe

a

gradual

improvement

as

more

people

get

vaccinated

and

restrictions

are

eased

at

large

public

venues.

In

the

meantime,

the

company

carries

no

debt

and

is

in

strong

financial

shape,

which

gives

us

comfort

the

company

can

weather

near-term

volatility.

Trecora

Resources

detracted

from

absolute

results

during

the

period.

The

Texas-based

company

is

a

supplier

of

specialty

chemicals

that

are

used

in

plastics,

packaging,

foams

and

solvents,

whose

clients

span

a

broad

range

of

end

markets.

Since

the

pandemic-induced

equity

downturn,

the

stock

has

displayed

a

slow,

gradual

recovery.

Management

has

cited

continued

weakness

in

the

energy

end

markets

as

a

cause

of

the

muted

progress,

as

rising

oil

prices

have

not

yet

translated

into

increased

oil

sands

drilling

activity.

In

addition,

the

recent

extreme

Texas

freeze

in

February

2021

caused

the

company’s

operations

to

shut

down,

resulting

in

lost

sales

and

profits

for

the

most

recent

quarter.

Despite

these

recent

challenges,

we

continue

to

believe

we

could

see

gradual

recovery

throughout

2021.

Top

10

Holdings

4/30/21

Company

Industry

,

Country

%

of

Total

Net

Assets

a

a

Rocky

Brands,

Inc.

2.2%

Textiles,

Apparel

&

Luxury

Goods,

United

States

First

Internet

Bancorp

2.2%

Banks,

United

States

Shyft

Group,

Inc.

(The)

2.1%

Machinery,

United

States

Investar

Holding

Corp.

2.0%

Banks,

United

States

Premier

Financial

Corp.

1.8%

Thrifts

&

Mortgage

Finance,

United

States

Indus

Realty

Trust,

Inc.

1.8%

Equity

Real

Estate

Investment

Trusts

(REITs),

United

States

Century

Casinos,

Inc.

1.8%

Hotels,

Restaurants

&

Leisure,

United

States

Northeast

Bank

1.8%

Banks,

United

States

Chuy's

Holdings,

Inc.

1.8%

Hotels,

Restaurants

&

Leisure,

United

States

Peapack

-Gladstone

Financial

Corp.

1.8%

Banks,

United

States

Franklin

MicroCap

Value

Fund

6

franklintempleton.com

Semiannual

Report

Thank

you

for

your

participation

in

Franklin

MicroCap

Value

Fund.

We

look

forward

to

continuing

to

serve

your

investment

needs.

Oliver

Wong,

CFA

Portfolio

Manager

The

foregoing

information

reflects

our

analysis,

opinions

and

portfolio

holdings

as

of

April

30,

2021,

the

end

of

the

reporting

period.

The

way

we

implement

our

main

investment

strategies

and

the

resulting

portfolio

holdings

may

change

depending

on

factors

such

as

market

and

economic

conditions.

These

opinions

may

not

be

relied

upon

as

investment

advice

or

an

offer

for

a

particular

security.

The

information

is

not

a

complete

analysis

of

every

aspect

of

any

market,

country,

industry,

security

or

the

Fund.

Statements

of

fact

are

from

sources

considered

reliable,

but

the

investment

manager

makes

no

representation

or

warranty

as

to

their

completeness

or

accuracy.

Although

historical

performance

is

no

guarantee

of

future

results,

these

insights

may

help

you

understand

our

investment

management

philosophy.

Performance

Summary

as

of

April

30,

2021

Franklin

MicroCap

Value

Fund

7

franklintempleton.com

Semiannual

Report

The

performance

table

does

not

reflect

any

taxes

that

a

shareholder

would

pay

on

Fund

dividends,

capital

gain

distributions,

if

any,

or

any

realized

gains

on

the

sale

of

Fund

shares.

Total

return

reflects

reinvestment

of

the

Fund’s

dividends

and

capital

gain

distributions,

if

any,

and

any

unrealized

gains

or

losses.

Your

dividend

income

will

vary

depending

on

dividends

or

interest

paid

by

securities

in

the

Fund’s

portfolio,

adjusted

for

operating

expenses

of

each

class.

Capital

gain

distributions

are

net

profits

realized

from

the

sale

of

portfolio

securities.

Performance

as

of

4/30/21

1

Cumulative

total

return

excludes

sales

charges.

Average

annual

total

return

includes

maximum

sales

charges.

Sales

charges

will

vary

depending

on

the

size

of

the

investment

and

the

class

of

share

purchased.

The

maximum

is

5.50%

and

the

minimum

is

0%.

Class

A

:

5.50%

maximum

initial

sales

charge;

Advisor

Class:

no

sales

charges.

For

other

share

classes,

visit

franklintempleton.com.

Performance

data

represent

past

performance,

which

does

not

guarantee

future

results.

Investment

return

and

principal

value

will

fluctuate,

and

you

may

have

a

gain

or

loss

when

you

sell

your

shares.

Current

performance

may

differ

from

figures

shown.

For

most

recent

month-end

performance,

go

to

franklintempleton.com

or

call

(800)

342-5236

.

Share

Class

Cumulative

Total

Return

2

Average

Annual

Total

Return

3

–

A

4

6-Month

+56.13%

+47.52%

1-Year

+76.75%

+67.02%

5-Year

+64.80%

+9.27%

10-Year

+136.68%

+8.38%

Advisor

6-Month

+56.33%

+56.33%

1-Year

+77.09%

+77.09%

5-Year

+66.81%

+10.78%

10-Year

+142.44%

+9.26%

See

page

8

for

Performance

Summary

footnotes.

Franklin

MicroCap

Value

Fund

Performance

Summary

8

franklintempleton.com

Semiannual

Report

Each

class

of

shares

is

available

to

certain

eligible

investors

and

has

different

annual

fees

and

expenses,

as

described

in

the

prospectus.

All

investments

involve

risks,

including

possible

loss

of

principal.

The

Fund’s

ability

to

invest

in

smaller

company

securities

that

may

have

limited

liquidity

involves

additional

risks,

such

as

relatively

small

revenues,

limited

product

lines

and

small

market

share.

Historically,

these

stocks

have

exhibited

greater

price

volatility

than

larger-company

stocks,

especially

over

the

short

term.

In

addition,

the

Fund

may

invest

up

to

25%

of

its

total

assets

in

foreign

securities,

which

involve

special

risks,

including

currency

fluctuations

and

economic

and

political

uncertainty.

Value

securities

may

not

increase

in

price

as

anticipated

or

may

decline

further

in

value.

Events

such

as

the

spread

of

deadly

diseases,

disasters,

and

financial,

political

or

social

disruptions,

may

heighten

risks

and

adversely

affect

performance.

The

Fund’s

prospectus

also

includes

a

description

of

the

main

investment

risks.

1.

The

Fund

has

a

fee

waiver

associated

with

any

investment

it

makes

in

a

Franklin

Templeton

money

fund

and/or

other

Franklin

Templeton

fund,

contractually

guaranteed

through

2/28/22.

Fund

investment

results

reflect

the

fee

waiver;

without

this

waiver,

the

results

would

have

been

lower.

2.

Cumulative

total

return

represents

the

change

in

value

of

an

investment

over

the

periods

indicated.

3.

Average

annual

total

return

represents

the

average

annual

change

in

value

of

an

investment

over

the

periods

indicated.

Return

for

less

than

one

year,

if

any,

has

not

been

annualized.

4.

Prior

to

9/10/18,

these

shares

were

offered

at

a

higher

initial

sales

charge

of

5.75%,

thus

actual

returns

(with

sales

charges)

would

have

differed.

Average

annual

total

returns

(with

sales

charges)

have

been

restated

to

reflect

the

current

maximum

initial

sales

charge

of

5.50%.

5.

Figures

are

as

stated

in

the

Fund’s

current

prospectus

and

may

differ

from

the

expense

ratios

disclosed

in

the

Your

Fund’s

Expenses

and

Financial

Highlights

sections

in

this

report.

In

periods

of

market

volatility,

assets

may

decline

significantly,

causing

total

annual

Fund

operating

expenses

to

become

higher

than

the

figures

shown.

See

www.franklintempletondatasources.com

for

additional

data

provider

information.

Distributions

(11/1/20–4/30/21)

Share

Class

Net

Investment

Income

Long-Term

Capital

Gain

Total

A

$0.1069

$1.3383

$1.4452

R6

$0.1997

$1.3383

$1.5380

Advisor

$0.1773

$1.3383

$1.5156

Total

Annual

Operating

Expenses

5

Share

Class

With

Fee

Waiver

Without

Fee

Waiver

A

1.28%

1.29%

Advisor

1.03%

1.04%

Your

Fund’s

Expenses

Franklin

MicroCap

Value

Fund

9

franklintempleton.com

Semiannual

Report

As

a

Fund

shareholder,

you

can

incur

two

types

of

costs:

(1)

transaction

costs,

including

sales

charges

(loads)

on

Fund

purchases

and

redemptions;

and

(2)

ongoing

Fund

costs,

including

management

fees,

distribution

and

service

(12b-1)

fees,

and

other

Fund

expenses.

All

mutual

funds

have

ongoing

costs,

sometimes

referred

to

as

operating

expenses.

The

table

below

shows

ongoing

costs

of

investing

in

the

Fund

and

can

help

you

understand

these

costs

and

compare

them

with

those

of

other

mutual

funds.

The

table

assumes

a

$1,000

investment

held

for

the

six

months

indicated.

Actual

Fund

Expenses

The

table

below

provides

information

about

actual

account

values

and

actual

expenses

in

the

columns

under

the

heading

“Actual.”

In

these

columns

the

Fund’s

actual

return,

which

includes

the

effect

of

Fund

expenses,

is

used

to

calculate

the

“Ending

Account

Value”

for

each

class

of

shares.

You

can

estimate

the

expenses

you

paid

during

the

period

by

following

these

steps

(

of

course,

your

account

value

and

expenses

will

differ

from

those

in

this

illustration

):

Divide

your

account

value

by

$1,000

(

if

your

account

had

an

$8,600

value,

then

$8,600

÷

$1,000

=

8.6

).

Then

multiply

the

result

by

the

number

in

the

row

for

your

class

of

shares

under

the

headings

“Actual”

and

“Expenses

Paid

During

Period”

(

if

Actual

Expenses

Paid

During

Period

were

$7.50,

then

8.6

x

$7.50

=

$64.50

).

In

this

illustration,

the

actual

expenses

paid

this

period

are

$64.50.

Hypothetical

Example

for

Comparison

with

Other

Funds

Under

the

heading

“Hypothetical”

in

the

table,

information

is

provided

about

hypothetical

account

values

and

hypothetical

expenses

based

on

the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

the

Fund’s

actual

return.

This

information

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period,

but

it

can

help

you

compare

ongoing

costs

of

investing

in

the

Fund

with

those

of

other

funds.

To

do

so,

compare

this

5%

hypothetical

example

for

the

class

of

shares

you

hold

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

other

funds.

Please

note

that

expenses

shown

in

the

table

are

meant

to

highlight

ongoing

costs

and

do

not

reflect

any

transactional

costs.

Therefore,

information

under

the

heading

“Hypothetical”

is

useful

in

comparing

ongoing

costs

only,

and

will

not

help

you

compare

total

costs

of

owning

different

funds.

In

addition,

if

transactional

costs

were

included,

your

total

costs

would

have

been

higher.

1.

Expenses

are

equal

to

the

annualized

expense

ratio

for

the

six-month

period

as

indicated

above—in

the

far

right

column—multiplied

by

the

simple

average

account

value

over

the

period

indicated,

and

then

multiplied

by

181/365

to

reflect

the

one-half

year

period.

2.

Reflects

expenses

after

fee

waivers

and

expense

reimbursements.

Does

not

include

acquired

fund

fees

and

expenses.

Actual

(actual

return

after

expenses)

Hypothetical

(5%

annual

return

before

expenses)

Share

Class

Beginning

Account

Value

11/1/20

Ending

Account

Value

4/30/21

Expenses

Paid

During

Period

11/1/20–4/30/21

1,2

Ending

Account

Value

4/30/21

Expenses

Paid

During

Period

11/1/20–4/30/21

1,2

a

Net

Annualized

Expense

Ratio

2

A

$1,000

$1,561.30

$7.58

$1,018.87

$5.98

1.19%

R6

$1,000

$1,563.70

$5.55

$1,020.46

$4.38

0.87%

Advisor

$1,000

$1,563.30

$6.00

$1,020.11

$4.73

0.94%

10

franklintempleton.com

Semiannual

Report

Franklin

Mutual

U.S.

Value

Fund

This

semiannual

report

for

Franklin

Mutual

U.S.

Value

Fund

covers

the

period

ended

April

30,

2021.

Your

Fund’s

Goal

and

Main

Investments

The

Fund

seeks

high

total

return,

of

which

capital

appreciation

and

income

are

components.

Under

normal

market

conditions,

the

Fund

invests

in

equity

securities

of

mid-

and

large-cap

U.S.

companies

with

the

remaining

portion

in

smaller

companies

that

we

believe

are

available

at

market

prices

less

than

their

intrinsic

value.

The

Fund

is

not

limited

to

pre-set

maximums

or

minimums

governing

the

size

of

the

companies

in

which

it

may

invest.

The

Fund

invests

predominantly

in

equity

securities

(including

securities

convertible

into,

or

that

we

expect

to

be

exchanged

for,

common

or

preferred

stock).

The

Fund

currently

does

not

expect

to

invest

more

than

10%

of

its

net

assets

in

non-U.S.

securities.

The

income

the

Fund

receives

from

investments

in

dividend

paying

stocks,

preferred

stocks

and

convertible

securities

varies

depending

upon

current

market

and

economic

conditions.

Performance

Overview

The

Fund’s

Class

A

shares

posted

a

+44.71%

cumulative

total

return

for

the

six

months

under

review.

In

comparison,

the

Russell

3000

®

Value

Index,

which

measures

performance

of

those

Russell

3000

®

Index

companies

with

relatively

lower

price-to-book

ratios

and

lower

forecasted

growth

rates,

posted

a

+37.64%

total

return

for

the

same

period.

1

You

can

find

more

of

the

Fund’s

performance

data

in

the

Performance

Summary

beginning

on

page

12

.

Performance

data

represent

past

performance,

which

does

not

guarantee

future

results.

Investment

return

and

principal

value

will

fluctuate,

and

you

may

have

a

gain

or

loss

when

you

sell

your

shares.

Current

performance

may

differ

from

figures

shown.

For

most

recent

month-end

performance,

go

to

franklintempleton.com

or

call

(800)

342-5236

.

Investment

Strategy

We

employ

a

research

driven,

fundamental

value

strategy

for

the

Fund

that

focuses

on

the

market

price

of

a

company’s

securities

relative

to

our

own

evaluation

of

the

company’s

asset

value,

including

an

analysis

of

cash

flow

potential,

balance

sheet

strength,

long-term

earnings,

and

multiples

of

earnings

and

book

value.

The

types

of

companies

the

Fund

may

invest

in

include

those

that

may

be

considered

out

of

favor

due

to

actual

or

perceived

cyclical

or

secular

challenges,

or

are

experiencing

temporary

setbacks,

diminished

expectations,

mismanagement

or

undermanagement,

or

are

financially

stressed.

Manager’s

Discussion

For

the

six-month

period,

the

consumer

discretionary,

financials

and

real

estate

sectors

were

major

contributors

to

relative

performance.

Within

consumer

discretionary

and

real

estate,

stock

selection

boosted

Fund

results.

Within

financials,

stock

selection

in

the

sector

benefited

results,

as

did

an

overweighted

position

and

stock

selection

in

the

consumer

finance

industry

as

well

as

a

large

overweighting

in

banks.

Stock

selection

in

the

health

care,

energy

and

materials

sectors

detracted

from

relative

performance.

The

Fund’s

cash

position

was

also

a

major

drag

on

performance.

Holdings

that

contributed

to

absolute

Fund

performance

during

the

period

included

Brixmor

Property

Group,

Bank

of

America

and

Capital

One

Financial.

Brixmor

Property

Group

and

Bank

of

America

are

listed

among

the

Fund’s

largest

positions

in

the

Top

10

Holdings

table

on

page

11.

Portfolio

Composition

4/30/21

%

of

Total

Net

Assets

Banks

11.3%

Pharmaceuticals

9.3%

Software

5.9%

Food

Products

5.4%

Insurance

5.3%

Media

4.7%

Health

Care

Providers

&

Services

4.6%

Equity

Real

Estate

Investment

Trusts

(REITs)

4.4%

Electric

Utilities

4.4%

Building

Products

2.8%

Consumer

Finance

2.5%

Diversified

Financial

Services

2.5%

Oil,

Gas

&

Consumable

Fuels

2.4%

Industrial

Conglomerates

2.3%

Other

28.6%

Short-Term

Investments

&

Other

Net

Assets

3.6%

1.

Source:

Morningstar.

The

index

is

unmanaged

and

includes

reinvestment

of

any

income

or

distributions.

It

does

not

reflect

any

fees,

expenses

or

sales

charges.

One

cannot

invest

directly

in

an

index,

and

an

index

is

not

representative

of

the

Fund’s

portfolio.

See

www.franklintempletondatasources.com

for

additional

data

provider

information.

The

dollar

value,

number

of

shares

or

principal

amount,

and

names

of

all

portfolio

holdings

are

listed

in

the

Fund’s

Statement

of

Investments

(SOI).

The

SOI

begins

on

page

32

.

Franklin

Mutual

U.S.

Value

Fund

11

franklintempleton.com

Semiannual

Report

Shopping

center

real

estate

investment

trust

Brixmor

Property

Group

was

among

the

leading

contributors

to

portfolio

results

during

the

six-month

period.

The

price

began

to

rise

steadily

in

early

November

2020,

when

a

rotation

into

stocks

that

stood

to

benefit

from

economic

reopening

occurred.

The

stock

appreciated

throughout

the

remainder

of

the

period

as

collections

and

leasing

activity

improved

and

with

the

pandemic

highlighting

the

relevance

of

grocery

anchored

open-air

shopping

centers.

Shares

of

Bank

of

America

appreciated

throughout

the

six-month

period.

The

company

benefited

from

a

rotation

into

cyclical,

value-oriented

stocks

near

the

beginning

of

the

period.

The

stock

price

was

further

helped

by

positive

financial

results,

which

were

reported

in

January

and

April

of

2021.

The

business

continues

to

perform

well

and

we

expect

it

to

continue

to

benefit

from

additional

economic

reopening

and

rising

interest

rates.

Consumer

finance

company

Capital

One

Financial

was

a

leading

contributor

to

Fund

returns

during

the

six-month

period.

The

stock

rose

steadily,

bolstered

by

its

fourth-

quarter

2020

earnings

announcement

in

late

January

2021,

when

the

company

soundly

beat

earnings

expectations

due

to

increased

fee

and

net

interest

income.

The

stock

continued

its

upward

trend

throughout

February

and

March

of

2021.

At

the

end

of

April

2021,

Capital

One

announced

first-quarter

2021

earnings,

which

exceeded

consensus

expectations.

We

believe

ongoing

investor

expectations

for

an

economic

recovery

are

beneficial

for

a

consumer

lending-

focused

business

such

as

Capital

One

Financial.

No

individual

holdings

materially

detracted

from

absolute

performance

during

the

six-month

period.

Thank

you

for

your

participation

in

Franklin

Mutual

U.S.

Value

Fund.

We

look

forward

to

continuing

to

serve

your

investment

needs.

Grace

Hoefig

Lead

Portfolio

Manager

Srini

Vijay,

CFA

Portfolio

Manager

The

foregoing

information

reflects

our

analysis,

opinions

and

portfolio

holdings

as

of

April

30,

2021,

the

end

of

the

reporting

period.

The

way

we

implement

our

main

investment

strategies

and

the

resulting

portfolio

holdings

may

change

depending

on

factors

such

as

market

and

economic

conditions.

These

opinions

may

not

be

relied

upon

as

investment

advice

or

an

offer

for

a

particular

security.

The

information

is

not

a

complete

analysis

of

every

aspect

of

any

market,

country,

industry,

security

or

the

Fund.

Statements

of

fact

are

from

sources

considered

reliable,

but

the

investment

manager

makes

no

representation

or

warranty

as

to

their

completeness

or

accuracy.

Although

historical

performance

is

no

guarantee

of

future

results,

these

insights

may

help

you

understand

our

investment

management

philosophy.

Top

10

Holdings

4/30/21

Company

Industry

,

Country

%

of

Total

Net

Assets

a

a

Bank

of

America

Corp.

4.1%

Banks,

United

States

Kraft

Heinz

Co.

(The)

3.6%

Food

Products,

United

States

Merck

&

Co.,

Inc.

3.3%

Pharmaceuticals,

United

States

Comcast

Corp.

3.2%

Media,

United

States

JPMorgan

Chase

&

Co.

3.1%

Banks,

United

States

Novartis

AG

3.0%

Pharmaceuticals,

Switzerland

Everest

Re

Group

Ltd.

3.0%

Insurance,

United

States

Johnson

Controls

International

plc

2.8%

Building

Products,

United

States

Oracle

Corp.

2.8%

Software,

United

States

Brixmor

Property

Group,

Inc.

2.6%

Equity

Real

Estate

Investment

Trusts

(REITs),

United

States

Performance

Summary

as

of

April

30,

2021

Franklin

Mutual

U.S.

Value

Fund

12

franklintempleton.com

Semiannual

Report

The

performance

table

does

not

reflect

any

taxes

that

a

shareholder

would

pay

on

Fund

dividends,

capital

gain

distributions,

if

any,

or

any

realized

gains

on

the

sale

of

Fund

shares.

Total

return

reflects

reinvestment

of

the

Fund’s

dividends

and

capital

gain

distributions,

if

any,

and

any

unrealized

gains

or

losses.

Your

dividend

income

will

vary

depending

on

dividends

or

interest

paid

by

securities

in

the

Fund’s

portfolio,

adjusted

for

operating

expenses

of

each

class.

Capital

gain

distributions

are

net

profits

realized

from

the

sale

of

portfolio

securities.

Performance

as

of

4/30/21

1

Cumulative

total

return

excludes

sales

charges.

Average

annual

total

return

includes

maximum

sales

charges.

Sales

charges

will

vary

depending

on

the

size

of

the

investment

and

the

class

of

share

purchased.

The

maximum

is

5.50%

and

the

minimum

is

0%.

Class

A

:

5.50%

maximum

initial

sales

charge;

Advisor

Class:

no

sales

charges.

For

other

share

classes,

visit

franklintempleton.com.

Performance

data

represent

past

performance,

which

does

not

guarantee

future

results.

Investment

return

and

principal

value

will

fluctuate,

and

you

may

have

a

gain

or

loss

when

you

sell

your

shares.

Current

performance

may

differ

from

figures

shown.

For

most

recent

month-end

performance,

go

to

franklintempleton.com

or

call

(800)

342-5236

.

Share

Class

Cumulative

Total

Return

2

Average

Annual

Total

Return

3

–

A

4

6-Month

+44.71%

+36.74%

1-Year

+60.61%

+51.75%

5-Year

+68.68%

+9.78%

10-Year

+119.15%

+7.55%

Advisor

6-Month

+44.90%

+44.90%

1-Year

+61.00%

+61.00%

5-Year

+70.84%

+11.31%

10-Year

+124.67%

+8.43%

See

page

13

for

Performance

Summary

footnotes.

Franklin

Mutual

U.S.

Value

Fund

Performance

Summary

13

franklintempleton.com

Semiannual

Report

Each

class

of

shares

is

available

to

certain

eligible

investors

and

has

different

annual

fees

and

expenses,

as

described

in

the

prospectus.

All

investments

involve

risks,

including

possible

loss

of

principal.

Value

securities

may

not

increase

in

price

as

anticipated

or

may

decline

further

in

value.

While

smaller

and

midsize

companies

may

offer

substantial

opportunities

for

capital

growth,

they

also

involve

heightened

risks

and

should

be

considered

speculative.

Historically,

smaller-

and

midsize-company

securities

have

been

more

volatile

in

price

than

larger-company

securities,

especially

over

the

short

term.

The

Fund

may

invest

in

foreign

securities,

which

may

involve

special

risks,

including

currency

fluctuations

and

economic

and

political

uncertainty.

Events

such

as

the

spread

of

deadly

diseases,

disasters,

and

financial,

political

or

social

disruptions,

may

heighten

risks

and

adversely

affect

performance.

The

Fund’s

prospectus

also

includes

a

description

of

the

main

investment

risks.

1.

The

Fund

has

a

fee

waiver

associated

with

any

investment

it

makes

in

a

Franklin

Templeton

money

fund

and/or

other

Franklin

Templeton

fund,

contractually

guaranteed

through

2/28/22.

Fund

investment

results

reflect

the

fee

waiver;

without

this

waiver,

the

results

would

have

been

lower.

2.

Cumulative

total

return

represents

the

change

in

value

of

an

investment

over

the

periods

indicated.

3.

Average

annual

total

return

represents

the

average

annual

change

in

value

of

an

investment

over

the

periods

indicated.

Return

for

less

than

one

year,

if

any,

has

not

been

annualized.

4.

Prior

to

9/10/18,

these

shares

were

offered

at

a

higher

initial

sales

charge

of

5.75%,

thus

actual

returns

(with

sales

charges)

would

have

differed.

Average

annual

total

returns

(with

sales

charges)

have

been

restated

to

reflect

the

current

maximum

initial

sales

charge

of

5.50%.

5.

Figures

are

as

stated

in

the

Fund’s

current

prospectus

and

may

differ

from

the

expense

ratios

disclosed

in

the

Your

Fund’s

Expenses

and

Financial

Highlights

sections

in

this

report.

In

periods

of

market

volatility,

assets

may

decline

significantly,

causing

total

annual

Fund

operating

expenses

to

become

higher

than

the

figures

shown.

See

www.franklintempletondatasources.com

for

additional

data

provider

information.

Distributions

(11/1/20–4/30/21)

Share

Class

Net

Investment

Income

A

$1.1865

C

$0.9325

R

$1.1054

R6

$1.3023

Advisor

$1.2618

Total

Annual

Operating

Expenses

5

Share

Class

With

Fee

Waiver

Without

Fee

Waiver

A

0.96%

0.98%

Advisor

0.71%

0.73%

Your

Fund’s

Expenses

Franklin

Mutual

U.S.

Value

Fund

14

franklintempleton.com

Semiannual

Report

As

a

Fund

shareholder,

you

can

incur

two

types

of

costs:

(1)

transaction

costs,

including

sales

charges

(loads)

on

Fund

purchases

and

redemptions;

and

(2)

ongoing

Fund

costs,

including

management

fees,

distribution

and

service

(12b-1)

fees,

and

other

Fund

expenses.

All

mutual

funds

have

ongoing

costs,

sometimes

referred

to

as

operating

expenses.

The

table

below

shows

ongoing

costs

of

investing

in

the

Fund

and

can

help

you

understand

these

costs

and

compare

them

with

those

of

other

mutual

funds.

The

table

assumes

a

$1,000

investment

held

for

the

six

months

indicated.

Actual

Fund

Expenses

The

table

below

provides

information

about

actual

account

values

and

actual

expenses

in

the

columns

under

the

heading

“Actual.”

In

these

columns

the

Fund’s

actual

return,

which

includes

the

effect

of

Fund

expenses,

is

used

to

calculate

the

“Ending

Account

Value”

for

each

class

of

shares.

You

can

estimate

the

expenses

you

paid

during

the

period

by

following

these

steps

(

of

course,

your

account

value

and

expenses

will

differ

from

those

in

this

illustration

):

Divide

your

account

value

by

$1,000

(

if

your

account

had

an

$8,600

value,

then

$8,600

÷

$1,000

=

8.6).

Then

multiply

the

result

by

the

number

in

the

row

for

your

class

of

shares

under

the

headings

“Actual”

and

“Expenses

Paid

During

Period”

(

if

Actual

Expenses

Paid

During

Period

were

$7.50,

then

8.6

x

$7.50

=

$64.

50

).

In

this

illustration,

the

actual

expenses

paid

this

period

are

$64.50.

Hypothetical

Example

for

Comparison

with

Other

Funds

Under

the

heading

“Hypothetical”

in

the

table,

information

is

provided

about

hypothetical

account

values

and

hypothetical

expenses

based

on

the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

the

Fund’s

actual

return.

This

information

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period,

but

it

can

help

you

compare

ongoing

costs

of

investing

in

the

Fund

with

those

of

other

funds.

To

do

so,

compare

this

5%

hypothetical

example

for

the

class

of

shares

you

hold

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

other

funds.

Please

note

that

expenses

shown

in

the

table

are

meant

to

highlight

ongoing

costs

and

do

not

reflect

any

transactional

costs.

Therefore,

information

under

the

heading

“Hypothetical”

is

useful

in

comparing

ongoing

costs

only,

and

will

not

help

you

compare

total

costs

of

owning

different

funds.

In

addition,

if

transactional

costs

were

included,

your

total

costs

would

have

been

higher.

1.

Expenses

are

equal

to

the

annualized

expense

ratio

for

the

six-month

period

as

indicated

above—in

the

far

right

column—multiplied

by

the

simple

average

account

value

over

the

period

indicated,

and

then

multiplied

by

181/365

to

reflect

the

one-half

year

period.

2.

Reflects

expenses

after

fee

waivers

and

expense

reimbursements.

Does

not

include

acquired

fund

fees

and

expenses.

Actual

(actual

return

after

expenses)

Hypothetical

(5%

annual

return

before

expenses)

Share

Class

Beginning

Account

Value

11/1/20

Ending

Account

Value

4/30/21

Expenses

Paid

During

Period

11/1/20–4/30/21

1,2

Ending

Account

Value

4/30/21

Expenses

Paid

During

Period

11/1/20–4/30/21

1,2

a

Net

Annualized

Expense

Ratio

2

A

$1,000

$1,447.10

$5.44

$1,020.35

$4.49

0.90%

C

$1,000

$1,442.00

$9.96

$1,016.64

$8.22

1.65%

R

$1,000

$1,445.50

$6.93

$1,019.12

$5.73

1.15%

R6

$1,000

$1,449.70

$3.39

$1,022.03

$2.79

0.56%

Advisor

$1,000

$1,449.00

$3.93

$1,021.59

$3.24

0.65%

15

franklintempleton.com

Semiannual

Report

Franklin

Small

Cap

Value

Fund

This

semiannual

report

for

Franklin

Small

Cap

Value

Fund

covers

the

period

ended

April

30,

2021.

The

Fund

closed

to

new

investors

on

May

27,

2021.

Existing

investors

who

had

an

open

and

funded

account

on

May

27,

2021,

can

continue

to

invest

through

exchanges

and

additional

purchases.

Your

Fund’s

Goals

and

Main

Investments

The

Fund

seeks

long-term

total

return.

The

Fund

generally

invests

in

equity

securities

that

the

Fund’s

investment

manager

believes

are

undervalued

at

the

time

of

purchase

and

have

the

potential

for

capital

appreciation.

Under

normal

market

conditions,

the

Fund

invests

at

least

80%

of

its

net

assets

in

investments

of

small-capitalization

(small-cap)

companies.

We

define

small-cap

companies

as

those

with

market

capitalizations

not

exceeding

either:

the

highest

market

capitalization

in

the

Russell

2000

®

Index;

1

or

the

12-month

average

of

the

highest

market

capitalization

in

the

Russell

2000

®

Index,

whichever

is

greater,

at

the

time

of

purchase.

The

Fund

invests

predominantly

in

common

stocks.

Performance

Overview

The

Fund’s

Class

A

shares

posted

a

+52.06%

cumulative

total

return

for

the

six

months

under

review.

In

comparison,

the

Russell

2000

®

Value

Index,

which

measures

performance

of

those

Russell

2000

®

Index

companies

with

relatively

lower

price-to-book

ratios

and

lower

forecasted

growth

rates,

posted

a

+59.17%

total

return

for

the

same

period.

2

You

can

find

more

of

the

Fund’s

performance

data

in

the

Performance

Summary

beginning

on

page

17

.

Performance

data

represent

past

performance,

which

does

not

guarantee

future

results.

Investment

return

and

principal

value

will

fluctuate,

and

you

may

have

a

gain

or

loss

when

you

sell

your

shares.

Current

performance

may

differ

from

figures

shown.

For

most

recent

month-end

performance,

go

to

franklintempleton.com

or

call

(800)

342-5236

.

Investment

Strategy

Our

strategy

is

to

invest

in

small-cap

companies

that

we

believe

are

undervalued

at

the

time

of

purchase

and

have

the

potential

for

capital

appreciation.

A

stock

is

undervalued

when

it

trades

at

less

than

the

price

at

which

we

believe

it

would

trade

if

the

market

reflected

all

factors

relating

to

the

company’s

worth.

Following

this

strategy,

the

Fund

invests

in

companies

that

we

believe

have,

for

example:

stock

prices

that

are

low

relative

to

current,

or

historical

or

future

earnings,

book

value,

cash

flow

or

sales;

recent

sharp

price

declines

but

the

potential

for

good

long-term

earnings

prospects;

and

valuable

intangibles

not

reflected

in

the

stock

price.

The

Fund

also

may

invest

in

equity

real

estate

investment

trusts

(REITs).

The

Fund

may

invest

up

to

25%

of

its

total

assets

in

foreign

securities.

Manager’s

Discussion

For

the

six-month

period,

the

health

care,

real

estate

and

utilities

sectors

were

major

contributors

to

relative

performance.

Within

all

three

sectors,

relative

underweighted

positions

versus

the

benchmark

aided

relative

performance.

Stock

selection

within

the

health

care

sector

also

helped

relative

returns.

Stock

selection

in

the

consumer

discretionary,

materials

and

industrials

sectors

detracted

from

relative

performance.

Portfolio

Composition

4/30/21

%

of

Total

Net

Assets

Machinery

16.7%

Banks

11.6%

Insurance

10.1%

Chemicals

9.4%

Hotels,

Restaurants

&

Leisure

6.5%

Construction

&

Engineering

4.3%

Building

Products

4.2%

Oil,

Gas

&

Consumable

Fuels

3.4%

Specialty

Retail

3.4%

Health

Care

Equipment

&

Supplies

3.4%

Software

2.8%

Electronic

Equipment,

Instruments

&

Components

2.5%

Leisure

Products

2.4%

Food

Products

2.3%

Other

16.4%

Short-Term

Investments

&

Other

Net

Assets

0.6%

1.

The

Russell

2000

Index

is

market

capitalization

weighted

and

measures

performance

of

the

approximately

2,000

smallest

companies

in

the

Russell

3000

Index,

which

represent

a

small

amount

of

the

total

market

capitalization

of

the

Russell

3000

Index.

2.

Source:

Morningstar.

The

index

is

unmanaged

and

includes

reinvestment

of

any

income

or

distributions.

It

does

not

reflect

any

fees,

expenses

or

sales

charges.

One

cannot

invest

directly

in

an

index,

and

an

index

is

not

representative

of

the

Fund’s

portfolio.

See

www.franklintempletondatasources.com

for

additional

data

provider

information.

The

dollar

value,

number

of

shares

or

principal

amount,

and

names

of

all

portfolio

holdings

are

listed

in

the

Fund’s

Statement

of

Investments

(SOI).

The

SOI

begins

on

page

40

.

Franklin

Small

Cap

Value

Fund

16

franklintempleton.com

Semiannual

Report

Holdings

that

contributed

to

absolute

Fund

performance

during

the

period

included

First

Horizon,

Crescent

Point

Energy

and

Avient.

All

these

holdings

are

listed

among

the

Fund's

largest

positions

in

the

Top

10

Holdings

table

on

this

page.

Shares

of

First

Horizon,

a

regional

bank

with

a

southeastern

U.S.

footprint,

rose

during

the

period

as

economic

indicators

improved

and

the

yield

curve

steepened,

resulting

in

an

improved

profitability

outlook

for

the

commercial

banking

industry.

With

improving

economic

activity

levels,

First

Horizon’s

asset

quality

results

improved,

resulting

in

a

lower

credit

loss

outlook.

Additionally,

First

Horizon

is

positioned

to

be

a

net

beneficiary

of

higher

interest

rates,

which

could

drive

higher

spread-based

income.

Crescent

Point

Energy,

a

Canada-based

exploration

and

production

company,

was

a

major

contributor

to

returns

during

the

period.

The

stock

rose

along

with

the

price

of

oil

due

to

an

anticipated

increase

in

oil

demand

as

the

global

economy

emerged

from

novel

coronavirus

lockdowns

and

Organization

of

the

Petroleum

Exporting

Countries

supply

reductions.

In

addition,

the

market

reacted

favorably

to

an

announcement

in

February

2021

that

Crescent

Point

was

acquiring

certain

Canadian

assets

from

Royal

Dutch

Shell

(not

a

Fund

holding)

for

approximately

$900

million.

Shares

of

Avient,

a

higher

value-add

chemicals

company,

rose

due

to

stronger

than

expected

earnings

results

driven

by

sequential

improvement

in

demand

across

all

regions

and

end

markets

including

health

care,

consumer

discretionary

and

autos.

The

company

also

completed

the

acquisition

of

Clariant’s

Masterbatch

business

on

July

1,

2020,

which

further

improved

Avient’s

exposure

to

specialty

applications

and

its

business

mix,

now

deriving

approximately

60%

of

its

revenues

from

consumer,

packaging

and

health

care

end

markets.

Additionally,

management

guided

for

higher

cost

synergies

from

the

transaction

compared

to

initial

estimates

and

remains

committed

to

returning

cash

to

shareholders

and

deleveraging

its

balance

sheet.

No

individual

holdings

materially

detracted

from

absolute

performance

during

the

six-month

period.

Thank

you

for

your

participation

in

Franklin

Small

Cap

Value

Fund.

We

look

forward

to

continuing

to

serve

your

investment

needs.

Steven

B.

Raineri

Lead

Portfolio

Manager

Nicholas

Karzon,

CFA

Christopher

Meeker,

CFA

Portfolio

Management

Team

The

foregoing

information

reflects

our

analysis,

opinions

and

portfolio

holdings

as

of

April

30,

2021,

the

end

of

the

reporting

period.

The

way

we

implement

our

main

investment

strategies

and

the

resulting

portfolio

holdings

may

change

depending

on

factors

such

as

market

and

economic

conditions.

These

opinions

may

not

be

relied

upon

as

investment

advice

or

an

offer

for

a

particular

security.

The

information

is

not

a

complete

analysis

of

every

aspect

of

any

market,

country,

industry,

security

or

the

Fund.

Statements

of

fact

are

from

sources

considered

reliable,

but

the

investment

manager

makes

no

representation

or

warranty

as

to

their

completeness

or

accuracy.

Although

historical

performance

is

no

guarantee

of

future

results,

these

insights

may

help

you

understand

our

investment

management

philosophy.

Top

10

Holdings

4/30/21

Company

Industry

,

Country

%

of

Total

Net

Assets

a

a

Hanover

Insurance

Group,

Inc.

(The)

2.9%

Insurance,

United

States

Timken

Co.

(The)

2.8%

Machinery,

United

States

Old

Republic

International

Corp.

2.7%

Insurance,

United

States

Greenbrier

Cos.,

Inc.

(The)

2.7%

Machinery,

United

States

Avient

Corp.

2.5%

Chemicals,

United

States

First

Horizon

Corp.

2.4%

Banks,

United

States

Minerals

Technologies,

Inc.

2.2%

Chemicals,

United

States

Ashland

Global

Holdings,

Inc.

2.2%

Chemicals,

United

States

Crescent

Point

Energy

Corp.

2.2%

Oil,

Gas

&

Consumable

Fuels,

Canada

Brunswick

Corp.

2.1%

Leisure

Products,

United

States

Performance

Summary

as

of

April

30,

2021

Franklin

Small

Cap

Value

Fund

17

franklintempleton.com

Semiannual

Report

The

performance

table

does

not

reflect

any

taxes

that

a

shareholder

would

pay

on

Fund

dividends,

capital

gain

distributions,

if

any,

or

any

realized

gains

on

the

sale

of

Fund

shares.

Total

return

reflects

reinvestment

of

the

Fund’s

dividends

and

capital

gain

distributions,

if

any,

and

any

unrealized

gains

or

losses.

Your

dividend

income

will

vary

depending

on

dividends

or

interest

paid

by

securities

in

the

Fund’s

portfolio,

adjusted

for

operating

expenses

of

each

class.

Capital

gain

distributions

are

net

profits

realized

from

the

sale

of

portfolio

securities.

Performance

as

of

4/30/21

1

Cumulative

total

return

excludes

sales

charges.

Average

annual

total

return

includes

maximum

sales

charges.

Sales

charges

will

vary

depending

on

the

size

of

the

investment

and

the

class

of

share

purchased.

The

maximum

is

5.50%

and

the

minimum

is

0%.

Class

A

:

5.50%

maximum

initial

sales

charge;

Advisor

Class:

no

sales

charges.

For

other

share

classes,

visit

franklintempleton.com.

Performance

data

represent

past

performance,

which

does

not

guarantee

future

results.

Investment

return

and

principal

value

will

fluctuate,

and

you

may

have

a

gain

or

loss

when

you

sell

your

shares.

Current

performance

may

differ

from

figures

shown.

For

most

recent

month-end

performance,

go

to

franklintempleton.com

or

call

(800)

342-5236

.

Share

Class

Cumulative

Total

Return

2

Average

Annual

Total

Return

3

–

A

4

6-Month

+52.06%

+43.68%

1-Year

+74.74%

+65.12%

5-Year

+93.50%

+12.83%

10-Year

+169.70%

+9.81%

Advisor

6-Month

+52.26%

+52.26%

1-Year

+75.16%

+75.16%

5-Year

+95.93%

+14.40%

10-Year

+177.13%

+10.73%

See

page

18

for

Performance

Summary

footnotes.

Franklin

Small

Cap

Value

Fund

Performance

Summary

18

franklintempleton.com

Semiannual

Report

5

Each

class

of

shares

is

available

to

certain

eligible

investors

and

has

different

annual

fees

and

expenses,

as

described

in

the

prospectus.

All

investments

involve

risks,

including

possible

loss

of

principal.

The

Fund’s

investments

in

smaller

company

stocks

carry

special

risks

as

such

stocks

have

historically

exhibited

greater

price

volatility

than

larger-company

stocks,

particularly

over

the

short

term.

Value

securities

may

not

increase

in

price

as

anticipat-

ed

or

may

decline

further

in

value.

Additionally,

smaller

companies

often

have

relatively

small

revenues,

limited

product

lines

and

small

market

share.

In

addition,

the

Fund

may

invest

up

to

25%

of

its

total

assets

in

foreign

securities,

which

involve

special

risks,

including

currency

fluctuations

and

economic

and

political

uncertainty.

REITS

may

be

affected

by

any

change

in

the

value

of

the

properties

owned

and

other

factors,

and

their

prices

tend

to

go

up

and

down.

Events

such

as

the

spread

of

deadly

diseases,

disasters,

and

financial,

political

or

social

disruptions,

may

heighten

risks

and

adversely

affect

performance.

The

Fund’s

prospectus

also

includes

a

description

of

the

main

investment

risks.

1.

The

Fund

has

a

fee

waiver

associated

with

any

investment

it

makes

in

a

Franklin

Templeton

money

fund

and/or

other

Franklin

Templeton

fund,

contractually

guaranteed

through

2/28/22.

Fund

investment

results

reflect

the

fee

waiver;

without

this

waiver,

the

results

would

have

been

lower.

2.

Cumulative

total

return

represents

the

change

in

value

of

an

investment

over

the

periods

indicated.

3.

Average

annual

total

return

represents

the

average

annual

change

in

value

of

an

investment

over

the

periods

indicated.

Return

for

less

than

one

year,

if

any,

has

not

been

annualized.

4.

Prior

to

9/10/18,

these

shares

were

offered

at

a

higher

initial

sales

charge

of

5.75%,

thus

actual

returns

(with

sales

charges)

would

have

differed.

Average

annual

total

returns

(with

sales

charges)

have

been

restated

to

reflect

the

current

maximum

initial

sales

charge

of

5.50%.

5.

Figures

are

as

stated

in

the

Fund’s

current

prospectus

and

may

differ

from

the

expense

ratios

disclosed

in

the

Your

Fund’s

Expenses

and

Financial

Highlights

sections

in

this

report.

In

periods

of

market

volatility,

assets

may

decline

significantly,

causing

total

annual

Fund

operating

expenses

to

become

higher

than

the

figures

shown.

See

www.franklintempletondatasources.com

for

additional

data

provider

information.

Distributions

(11/1/20–4/30/21)

Share

Class

Net

Investment

Income

Short-Term

Capital

Gain

Long-Term

Capital

Gain

Total

A

$0.3539

$0.6479

$0.1058

$1.1076

C

$0.0886

$0.6479

$0.1058

$0.8423

R

$0.2443

$0.6479

$0.1058

$0.9980

R6

$0.5514

$0.6479

$0.1058

$1.3051

Advisor

$0.4896

$0.6479

$0.1058

$1.2433

Total

Annual

Operating

Expenses

5

Share

Class

With

Fee

Waiver

Without

Fee

Waiver

A

1.08%

1.09%

Advisor

0.83%

0.84%

Your

Fund’s

Expenses

Franklin

Small

Cap

Value

Fund

19

franklintempleton.com

Semiannual

Report

As

a

Fund

shareholder,

you

can

incur

two

types

of

costs:

(1)

transaction

costs,

including

sales

charges

(loads)

on

Fund

purchases

and

redemptions;

and

(2)

ongoing

Fund

costs,

including

management

fees,

distribution

and

service

(12b-1)

fees,

and

other

Fund

expenses.

All

mutual

funds

have

ongoing

costs,

sometimes

referred

to

as

operating

expenses.

The

table

below

shows

ongoing

costs

of

investing

in

the

Fund

and

can

help

you

understand

these

costs

and

compare

them

with

those

of

other

mutual

funds.

The

table

assumes

a

$1,000

investment

held

for

the

six

months

indicated.

Actual

Fund

Expenses

The

table

below

provides

information

about

actual

account

values

and

actual

expenses

in

the

columns

under

the

heading

“Actual.”

In

these

columns

the

Fund’s

actual

return,

which

includes

the

effect

of

Fund

expenses,

is

used

to

calculate

the

“Ending

Account

Value”

for

each

class

of

shares.

You

can

estimate

the

expenses

you

paid

during

the

period

by

following

these

steps

(

of

course,

your

account

value

and

expenses

will

differ

from

those

in

this

illustration

):

Divide

your

account

value

by

$1,000

(

if

your

account

had

an

$8,600

value,

then

$8,600

÷

$1,000

=

8.6

).

Then

multiply

the

result

by

the

number

in

the

row

for

your

class

of

shares

under

the

headings

“Actual”

and

“Expenses

Paid

During

Period”

(

if

Actual

Expenses

Paid

During

Period

were

$7.50,

then

8.6

x

$7.50

=

$64.50

).

In

this

illustration,

the

actual

expenses

paid

this

period

are

$64.50.

Hypothetical

Example

for

Comparison

with

Other

Funds

Under

the

heading

“Hypothetical”

in

the

table,

information

is

provided

about

hypothetical

account

values

and

hypothetical

expenses

based

on

the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

the

Fund’s

actual

return.

This

information

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period,

but

it

can

help

you

compare

ongoing

costs

of

investing

in

the

Fund

with

those

of

other

funds.

To

do

so,

compare

this

5%

hypothetical

example

for

the

class

of

shares

you

hold

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

other

funds.

Please

note

that

expenses

shown

in

the

table

are

meant

to

highlight

ongoing

costs

and

do

not

reflect

any

transactional

costs.

Therefore,

information

under

the

heading

“Hypothetical”

is

useful

in

comparing

ongoing

costs

only,

and

will

not

help

you

compare

total

costs

of

owning

different

funds.

In

addition,

if

transactional

costs

were

included,

your

total

costs

would

have

been

higher.

1.

Expenses

are

equal

to

the

annualized

expense

ratio

for

the

six-month

period

as

indicated

above—in

the

far

right

column—multiplied

by

the

simple

average

account

value

over

the

period

indicated,

and

then

multiplied

by

181/365

to

reflect

the

one-half

year

period.

2.

Reflects

expenses

after

fee

waivers

and

expense

reimbursements.

Does

not

include

acquired

fund

fees

and

expenses.

Actual

(actual

return

after

expenses)

Hypothetical

(5%

annual

return

before

expenses)

Share

Class

Beginning

Account

Value

11/1/20

Ending

Account

Value

4/30/21

Expenses

Paid

During

Period

11/1/20–4/30/21

1,2

Ending

Account

Value

4/30/21

Expenses

Paid

During

Period

11/1/20–4/30/21

1,2

a

Net

Annualized

Expense

Ratio

2

A

$1,000

$1,520.60

$6.09

$1,019.97

$4.88

0.97%

C

$1,000

$1,515.50

$10.73

$1,016.27

$8.60

1.72%

R

$1,000

$1,518.90

$7.62

$1,018.74

$6.11

1.22%

R6

$1,000

$1,523.80

$3.74

$1,021.83

$2.99

0.60%

Advisor

$1,000

$1,522.60

$4.52

$1,021.21

$3.62

0.72%

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

MicroCap

Value

Fund

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

20

a

Six

Months

Ended

April

30,

2021

(unaudited)

Year

Ended

October

31,

2020

2019

2018

2017

2016

Class

A

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$21.77

$29.32

$31.06

$36.43

$31.33

$32.90

Income

from

investment

operations

a

:

Net

investment

income

(loss)

b

........

0.11

0.11

0.06

(0.04)

0.01

0.11

c

Net

realized

and

unrealized

gains

(losses)

11.77

(2.89)

(0.03)

(2.70)

8.20

2.22

Total

from

investment

operations

........

11.88

(2.78)

0.03

(2.74)

8.21

2.33

Less

distributions

from:

Net

investment

income

..............

(0.11)

(0.06)

—

(—)

d

(0.11)

—

Net

realized

gains

.................

(1.34)

(4.71)

(1.77)

(2.63)

(3.00)

(3.90)

Total

distributions

...................

(1.45)

(4.77)

(1.77)

(2.63)

(3.11)

(3.90)

Net

asset

value,

end

of

period

..........

$32.20

$21.77

$29.32

$31.06

$36.43

$31.33

Total

return

e

.......................

56.13%

(12.10)%

0.58%

(8.11)%

26.98%

8.25%

Ratios

to

average

net

assets

f

Expenses

before

waiver

and

payments

by

affiliates

..........................

1.20%

1.28%

1.22%

1.17%

1.16%

1.19%

Expenses

net

of

waiver

and

payments

by

affiliates

..........................

1.19%

1.27%

g

1.21%

g

1.16%

g

1.15%

g

1.18%

g

Net

investment

income

(loss)

..........

0.77%

0.50%

0.23%

(0.11)%

0.03%

0.36%

c

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$155,083

$94,015

$145,897

$184,613

$238,337

$232,964

Portfolio

turnover

rate

................

11.40%

31.04%

7.04%

4.08%

8.82%

11.72%

a

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchases

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.07

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.13%.

d

Amount

rounds

to

less

than

$0.01

per

share.

e

Total

return

does

not

reflect

sales

commissions

or

contingent

deferred

sales

charges,

if

applicable,

and

is

not

annualized

for

periods

less

than

one

year.

f

Ratios

are

annualized

for

periods

less

than

one

year.

g

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

MicroCap

Value

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

21

a

Six

Months

Ended

April

30,

2021

(unaudited)

Year

Ended

October

31,

2020

2019

2018

2017

2016

Class

R6

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$22.17

$29.80

$31.43

$36.85

$31.66

$33.09

Income

from

investment

operations

a

:

Net

investment

income

b

.............

0.16

0.20

0.16

0.08

0.12

0.22

c

Net

realized

and

unrealized

gains

(losses)

11.97

(2.94)

(0.02)

(2.74)

8.30

2.25

Total

from

investment

operations

........

12.13

(2.74)

0.14

(2.66)

8.42

2.47

Less

distributions

from:

Net

investment

income

..............

(0.20)

(0.18)

—

(0.13)

(0.23)

—

Net

realized

gains

.................

(1.34)

(4.71)

(1.77)

(2.63)

(3.00)

(3.90)

Total

distributions

...................

(1.54)

(4.89)

(1.77)

(2.76)

(3.23)

(3.90)

Net

asset

value,

end

of

period

..........

$32.76

$22.17

$29.80

$31.43

$36.85

$31.66

Total

return

d

.......................

56.37%

(11.80)%

0.97%

(7.83)%

27.46%

8.67%

Ratios

to

average

net

assets

e

Expenses

before

waiver

and

payments

by

affiliates

..........................

0.91%

0.95%

0.89%

0.85%

0.80%

0.81%

Expenses

net

of

waiver

and

payments

by

affiliates

..........................

0.87%

0.91%

f

0.86%

f

0.82%

f

0.79%

f

0.80%

f

Net

investment

income

...............

1.09%

0.86%

0.58%

0.23%

0.39%

0.74%

c

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$20,958

$12,299

$19,266

$21,070

$27,107

$18,288

Portfolio

turnover

rate

................

11.40%

31.04%

7.04%

4.08%

8.82%

11.72%

a

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchases

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.07

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.51%.

d

Total

return

is

not

annualized

for

periods

less

than

one

year.

e

Ratios

are

annualized

for

periods

less

than

one

year.

f

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

MicroCap

Value

Fund

(continued)

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

22

a

Six

Months

Ended

April

30,

2021

(unaudited)

Year

Ended

October

31,

2020

2019

2018

2017

2016

Advisor

Class

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$22.01

$29.62

$31.28

$36.67

$31.52

$33.00

Income

from

investment

operations

a

:

Net

investment

income

b

.............

0.14

0.17

0.15

0.05

0.09

0.18

c

Net

realized

and

unrealized

gains

(losses)

11.90

(2.94)

(0.04)

(2.72)

8.25

2.24

Total

from

investment

operations

........

12.04

(2.77)

0.11

(2.67)

8.34

2.42

Less

distributions

from:

Net

investment

income

..............

(0.18)

(0.13)

—

(0.09)

(0.19)

—

Net

realized

gains

.................

(1.34)

(4.71)

(1.77)

(2.63)

(3.00)

(3.90)

Total

distributions

...................

(1.52)

(4.84)

(1.77)

(2.72)

(3.19)

(3.90)

Net

asset

value,

end

of

period

..........

$32.53

$22.01

$29.62

$31.28

$36.67

$31.52

Total

return

d

.......................

56.33%

(11.95)%

0.87%

(7.90)%

27.29%

8.53%

Ratios

to

average

net

assets

e

Expenses

before

waiver

and

payments

by

affiliates

..........................

0.95%

1.03%

0.97%

0.92%

0.92%

0.95%

Expenses

net

of

waiver

and

payments

by

affiliates

..........................

0.94%

1.02%

f

0.96%

f

0.91%

f

0.91%

f

0.94%

f

Net

investment

income

...............

0.97%

0.73%

0.48%

0.14%

0.27%

0.60%

c

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$44,036

$22,429

$29,687

$53,329

$76,228

$63,410

Portfolio

turnover

rate

................

11.40%

31.04%

7.04%

4.08%

8.82%

11.72%

a

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchases

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.07

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.37%.

d

Total

return

is

not

annualized

for

periods

less

than

one

year.

e

Ratios

are

annualized

for

periods

less

than

one

year.

f

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

Franklin

Value

Investors

Trust

Statement

of

Investments

(unaudited),

April

30,

2021

Franklin

MicroCap

Value

Fund

franklintempleton.com

Semiannual

Report

23

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

96.9%

Aerospace

&

Defense

1.4%

a

Ducommun,

Inc.

......................................

United

States

38,600

$

2,274,698

Magellan

Aerospace

Corp.

..............................

Canada

86,900

749,351

3,024,049

Banks

18.7%

American

National

Bankshares

,

Inc.

.......................

United

States

72,823

2,478,167

Arrow

Financial

Corp.

..................................

United

States

95,946

3,391,691

Bar

Harbor

Bankshares

.................................

United

States

121,700

3,487,922

First

Business

Financial

Services,

Inc.

......................

United

States

94,100

2,489,886

First

Financial

Corp.

...................................

United

States

31,900

1,411,256

First

Internet

Bancorp

..................................

United

States

141,700

4,867,395

a

First

Western

Financial,

Inc.

.............................

United

States

68,506

1,758,549

Investar

Holding

Corp.

.................................

United

States

194,681

4,304,397

Northeast

Bank

.......................................

United

States

141,735

3,992,675

Northrim

BanCorp

,

Inc.

.................................

United

States

60,400

2,576,060

Orrstown

Financial

Services,

Inc.

.........................

United

States

82,125

1,947,184

Peapack

-Gladstone

Financial

Corp.

.......................

United

States

120,885

3,868,320

Peoples

Financial

Services

Corp.

.........................

United

States

70,451

3,004,735

WesBanco

,

Inc.

.......................................

United

States

42,357

1,537,135

41,115,372

Biotechnology

0.9%

a

Anika

Therapeutics,

Inc.

................................

United

States

47,392

1,904,210

Building

Products

1.4%

a

Gibraltar

Industries,

Inc.

................................

United

States

34,596

3,177,989

Chemicals

1.2%

a

Trecora

Resources

....................................

United

States

344,180

2,612,326

Commercial

Services

&

Supplies

1.0%

a

Heritage-Crystal

Clean,

Inc.

.............................

United

States

76,900

2,208,568

Communications

Equipment

1.7%

a

Digi

International,

Inc.

..................................

United

States

113,801

2,033,624

a

PCTEL,

Inc.

.........................................

United

States

95,818

640,064

a

Sierra

Wireless,

Inc.

...................................

Canada

78,100

1,183,215

3,856,903

Construction

&

Engineering

4.1%

a

Ameresco

,

Inc.,

A

.....................................

United

States

69,000

3,642,510

a

Northwest

Pipe

Co.

....................................

United

States

65,700

2,185,839

a

Sterling

Construction

Co.,

Inc.

............................

United

States

153,251

3,195,283

9,023,632

Construction

Materials

0.6%

United

States

Lime

&

Minerals,

Inc.

........................

United

States

9,000

1,243,620

Containers

&

Packaging

0.6%

a

UFP

Technologies,

Inc.

.................................

United

States

27,200

1,361,632

Diversified

Telecommunication

Services

2.3%

ATN

International,

Inc.

..................................

United

States

29,000

1,321,820

a

ORBCOMM,

Inc.

......................................

United

States

317,500

3,638,550

4,960,370

Electrical

Equipment

2.7%

LSI

Industries,

Inc.

....................................

United

States

335,118

2,754,670

Preformed

Line

Products

Co.

............................

United

States

32,700

2,164,740

Franklin

Value

Investors

Trust

Statement

of

Investments

(unaudited)

Franklin

MicroCap

Value

Fund

(continued)

franklintempleton.com

Semiannual

Report

24

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Electrical

Equipment

(continued)

a

Ultralife

Corp.

........................................

United

States

119,601

$

944,848

5,864,258

Electronic

Equipment,

Instruments

&

Components

2.3%

a

Daktronics,

Inc.

.......................................

United

States

262,973

1,622,543

a

Key

Tronic

Corp.

......................................

United

States

129,687

902,622

a

Kimball

Electronics,

Inc.

................................

United

States

108,100

2,487,381

5,012,546

Energy

Equipment

&

Services

0.8%

a

Geospace

Technologies

Corp.

............................

United

States

148,673

1,118,021

a

Natural

Gas

Services

Group,

Inc.

.........................

United

States

71,710

645,390

1,763,411

Equity

Real

Estate

Investment

Trusts

(REITs)

4.3%

Alpine

Income

Property

Trust,

Inc.

.........................

United

States

144,500

2,631,345

CTO

Realty

Growth,

Inc.

................................

United

States

52,839

2,800,467

Indus

Realty

Trust,

Inc.

.................................

United

States

64,378

4,023,625

9,455,437

Food

&

Staples

Retailing

0.7%

Village

Super

Market,

Inc.,

A

.............................

United

States

65,300

1,592,014

Food

Products

0.7%

a

Seneca

Foods

Corp.,

A

.................................

United

States

35,715

1,645,033

Health

Care

Equipment

&

Supplies

3.2%

a

IntriCon

Corp.

........................................

United

States

108,800

2,516,544

a

Invacare

Corp.

.......................................

United

States

255,062

2,303,210

a

Surgalign

Holdings,

Inc.

................................

United

States

241,200

436,572

Utah

Medical

Products,

Inc.

..............................

United

States

21,078

1,839,266

7,095,592

Health

Care

Technology

2.0%

a

CareCloud

,

Inc.

.......................................

United

States

299,617

2,354,990

Computer

Programs

and

Systems,

Inc.

.....................

United

States

65,700

1,972,314

4,327,304

Hotels,

Restaurants

&

Leisure

5.4%

a

Century

Casinos,

Inc.

..................................

United

States

304,662

4,006,305

a

Chuy's

Holdings,

Inc.

..................................

United

States

81,100

3,962,546

a

Ruth's

Hospitality

Group,

Inc.

............................

United

States

147,000

3,838,170

11,807,021

Household

Durables

2.1%

Hooker

Furniture

Corp.

.................................

United

States

70,000

2,625,700

a

Purple

Innovation,

Inc.

.................................

United

States

61,900

2,109,552

4,735,252

Independent

Power

and

Renewable

Electricity

Producers

1.0%

Polaris

Infrastructure,

Inc.

...............................

Canada

131,400

2,130,406

Interactive

Media

&

Services

0.5%

a

DHI

Group,

Inc.

.......................................

United

States

341,252

996,456

IT

Services

1.1%

Hackett

Group,

Inc.

(The)

...............................

United

States

152,200

2,531,086

Franklin

Value

Investors

Trust

Statement

of

Investments

(unaudited)

Franklin

MicroCap

Value

Fund

(continued)

franklintempleton.com

Semiannual

Report

25

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Machinery

7.1%

Alamo

Group,

Inc.

.....................................

United

States

18,100

$

2,846,225

Graham

Corp.

........................................

United

States

155,498

2,131,878

Hurco

Cos.,

Inc.

......................................

United

States

95,500

3,280,425

Miller

Industries,

Inc.

...................................

United

States

65,300

2,809,206

Shyft

Group,

Inc.

(The)

.................................

United

States

129,100

4,572,722

15,640,456

Metals

&

Mining

2.3%

Olympic

Steel,

Inc.

....................................

United

States

98,100

2,849,805

Schnitzer

Steel

Industries,

Inc.,

A

.........................

United

States

47,200

2,228,312

5,078,117

Mortgage

Real

Estate

Investment

Trusts

(REITs)

1.6%

Arbor

Realty

Trust,

Inc.

.................................

United

States

200,513

3,545,070

Oil,

Gas

&

Consumable

Fuels

0.8%

Adams

Resources

&

Energy,

Inc.

.........................

United

States

15,000

397,500

a

Ardmore

Shipping

Corp.

................................

Ireland

364,400

1,428,448

1,825,948

Paper

&

Forest

Products

1.4%

Mercer

International,

Inc.

................................

Germany

192,300

3,171,027

Professional

Services

2.9%

a

GP

Strategies

Corp.

...................................

United

States

190,256

2,996,532

Resources

Connection,

Inc.

.............................

United

States

233,100

3,289,041

6,285,573

Semiconductors

&

Semiconductor

Equipment

2.6%

a

AXT,

Inc.

............................................

United

States

254,300

2,507,398

NVE

Corp.

..........................................

United

States

5,400

413,262

a

Photronics

,

Inc.

.......................................

United

States

220,700

2,802,890

5,723,550

Specialty

Retail

5.9%

a

Children's

Place,

Inc.

(The)

..............................

United

States

30,300

2,374,005

a

Genesco,

Inc.

........................................

United

States

66,500

3,325,000

Haverty

Furniture

Cos.,

Inc.

..............................

United

States

51,100

2,374,617

a

Hibbett

Sports,

Inc.

....................................

United

States

39,500

3,138,275

Shoe

Carnival,

Inc.

....................................

United

States

31,200

1,870,440

13,082,337

Textiles,

Apparel

&

Luxury

Goods

5.3%

a

Delta

Apparel,

Inc.

.....................................

United

States

94,000

3,196,940

Rocky

Brands,

Inc.

....................................

United

States

92,620

4,876,443

a

Vera

Bradley,

Inc.

.....................................

United

States

321,100

3,564,210

11,637,593

Thrifts

&

Mortgage

Finance

5.6%

Premier

Financial

Corp.

.................................

United

States

127,500

4,027,725

Southern

Missouri

Bancorp,

Inc.

..........................

United

States

80,900

3,388,901

Territorial

Bancorp,

Inc.

.................................

United

States

75,939

1,909,866

WSFS

Financial

Corp.

..................................

United

States

59,200

3,024,528

12,351,020

Franklin

Value

Investors

Trust

Statement

of

Investments

(unaudited)

Franklin

MicroCap

Value

Fund

(continued)

franklintempleton.com

Semiannual

Report

26

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Water

Utilities

0.7%

Consolidated

Water

Co.

Ltd.

.............................

United

States

131,234

$

1,544,624

Total

Common

Stocks

(Cost

$115,301,935)

.....................................

213,329,802

Short

Term

Investments

3.4%

a

a

Country

Shares

a

Value

a

Money

Market

Funds

3.4%

b,c

Institutional

Fiduciary

Trust

-

Money

Market

Portfolio,

0.01%

.....

United

States

7,536,682

7,536,682

Total

Money

Market

Funds

(Cost

$7,536,682)

...................................

7,536,682

Total

Short

Term

Investments

(Cost

$7,536,682

)

.................................

7,536,682

a

Total

Investments

(Cost

$122,838,617)

100.3%

..................................

$220,866,484

Other

Assets,

less

Liabilities

(0.3)%

...........................................

(788,992)

Net

Assets

100.0%

...........................................................

$220,077,492

a

Non-income

producing.

b

See

Note

3(f)

regarding

investments

in

affiliated

management

investment

companies.

c

The

rate

shown

is

the

annualized

seven-day

effective

yield

at

period

end.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

Mutual

U.S.

Value

Fund

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

27

a

Six

Months

Ended

April

30,

2021

(unaudited)

Year

Ended

October

31,

2020

2019

2018

2017

2016

Class

A

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$27.59

$34.61

$37.93

$41.08

$35.40

$40.06

Income

from

investment

operations

a

:

Net

investment

income

b

.............

0.23

1.14

c

0.52

0.45

0.38

d

0.22

Net

realized

and

unrealized

gains

(losses)

11.85

(5.47)

1.13

(0.43)

7.79

1.17

Total

from

investment

operations

........

12.08

(4.33)

1.65

0.02

8.17

1.39

Less

distributions

from:

Net

investment

income

..............

(1.19)

(0.54)

(0.46)

(0.46)

(0.18)

(0.28)

Net

realized

gains

.................

—

(2.15)

(4.51)

(2.71)

(2.31)

(5.77)

Total

distributions

...................

(1.19)

(2.69)

(4.97)

(3.17)

(2.49)

(6.05)

Net

asset

value,

end

of

period

..........

$38.48

$27.59

$34.61

$37.93

$41.08

$35.40

Total

return

e

.......................

44.71%

(13.94)%

6.22%

(0.15)%

23.63%

4.44%

Ratios

to

average

net

assets

f

Expenses

before

waiver

and

payments

by

affiliates

..........................

0.90%

0.95%

0.93%

0.91%

0.92%

0.94%

Expenses

net

of

waiver

and

payments

by

affiliates

g

..........................

0.90%

h

0.93%

0.89%

0.86%

0.87%

0.91%

Net

investment

income

...............

1.37%

3.94%

c

1.55%

1.13%

0.97%

d

0.62%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$744,464

$538,538

$735,919

$772,976

$841,367

$795,663

Portfolio

turnover

rate

................

22.51%

57.78%

44.31%

29.85%

24.68%

30.25%

a

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchases

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.69

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.55%.

d

Net

investment

income

per

share

includes

approximately

$0.09

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.73%.

e

Total

return

does

not

reflect

sales

commissions

or

contingent

deferred

sales

charges,

if

applicable,

and

is

not

annualized

for

periods

less

than

one

year.

f

Ratios

are

annualized

for

periods

less

than

one

year.

g

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

h

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

Mutual

U.S.

Value

Fund

(continued)

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

28

a

Six

Months

Ended

April

30,

2021

(unaudited)

Year

Ended

October

31,

2020

2019

2018

2017

2016

Class

C

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$26.21

$32.97

$36.13

$39.27

$34.01

$38.70

Income

from

investment

operations

a

:

Net

investment

income

(loss)

b

........

0.10

0.93

c

0.26

0.15

0.08

d

(0.04)

Net

realized

and

unrealized

gains

(losses)

11.28

(5.28)

1.09

(0.41)

7.49

1.12

Total

from

investment

operations

........

11.38

(4.35)

1.35

(0.26)

7.57

1.08

Less

distributions

from:

Net

investment

income

..............

(0.93)

(0.26)

—

(0.17)

—

—

Net

realized

gains

.................

—

(2.15)

(4.51)

(2.71)

(2.31)

(5.77)

Total

distributions

...................

(0.93)

(2.41)

(4.51)

(2.88)

(2.31)

(5.77)

Net

asset

value,

end

of

period

..........

$36.66

$26.21

$32.97

$36.13

$39.27

$34.01

Total

return

e

.......................

44.20%

(14.57)%

5.41%

(0.91)%

22.73%

3.65%

Ratios

to

average

net

assets

f

Expenses

before

waiver

and

payments

by

affiliates

..........................

1.65%

1.70%

1.68%

1.66%

1.67%

1.69%

Expenses

net

of

waiver

and

payments

by

affiliates

g

..........................

1.65%

h

1.68%

1.64%

1.61%

1.62%

1.66%

Net

investment

income

(loss)

..........

0.63%

3.36%

c

0.80%

0.38%

0.22%

d

(0.13)%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$22,435

$15,881

$27,443

$33,854

$65,586

$61,567

Portfolio

turnover

rate

................

22.51%

57.78%

44.31%

29.85%

24.68%

30.25%

a

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchases

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.66

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.97%.

d

Net

investment

income

per

share

includes

approximately

$0.09

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

(0.02)%.

e

Total

return

does

not

reflect

sales

commissions

or

contingent

deferred

sales

charges,

if

applicable,

and

is

not

annualized

for

periods

less

than

one

year.

f

Ratios

are

annualized

for

periods

less

than

one

year.

g

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

h

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

Mutual

U.S.

Value

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

29

a

Six

Months

Ended

April

30,

2021

(unaudited)

Year

Ended

October

31,

2020

2019

2018

2017

2016

Class

R

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$27.67

$34.70

$37.99

$41.10

$35.42

$40.06

Income

from

investment

operations

a

:

Net

investment

income

b

.............

0.19

1.11

c

0.44

0.35

0.29

d

0.13

Net

realized

and

unrealized

gains

(losses)

11.90

(5.55)

1.14

(0.42)

7.80

1.17

Total

from

investment

operations

........

12.09

(4.44)

1.58

(0.07)

8.09

1.30

Less

distributions

from:

Net

investment

income

..............

(1.11)

(0.44)

(0.36)

(0.33)

(0.10)

(0.17)

Net

realized

gains

.................

—

(2.15)

(4.51)

(2.71)

(2.31)

(5.77)

Total

distributions

...................

(1.11)

(2.59)

(4.87)

(3.04)

(2.41)

(5.94)

Net

asset

value,

end

of

period

..........

$38.65

$27.67

$34.70

$37.99

$41.10

$35.42

Total

return

e

.......................

44.55%

(14.16)%

5.94%

(0.39)%

23.33%

4.17%

Ratios

to

average

net

assets

f

Expenses

before

waiver

and

payments

by

affiliates

..........................

1.15%

1.20%

1.18%

1.16%

1.17%

1.19%

Expenses

net

of

waiver

and

payments

by

affiliates

g

..........................

1.15%

h

1.18%

1.14%

1.11%

1.12%

1.16%

Net

investment

income

...............

1.13%

3.80%

c

1.30%

0.88%

0.72%

d

0.37%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$6,315

$4,465

$6,764

$7,280

$7,884

$8,486

Portfolio

turnover

rate

................

22.51%

57.78%

44.31%

29.85%

24.68%

30.25%

a

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchases

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.70

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.41%.

d

Net

investment

income

per

share

includes

approximately

$0.09

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.48%.

e

Total

return

is

not

annualized

for

periods

less

than

one

year.

f

Ratios

are

annualized

for

periods

less

than

one

year.

g

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

h

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

Mutual

U.S.

Value

Fund

(continued)

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

30

In

a

Six

Months

Ended

April

30,

2021

(unaudited)

Year

Ended

October

31,

2020

2019

2018

2017

2016

Class

R6

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$28.73

$35.93

$39.20

$42.38

$36.40

$41.10

Income

from

investment

operations

a

:

Net

investment

income

b

.............

0.30

1.27

c

0.67

0.61

0.75

d

0.35

Net

realized

and

unrealized

gains

(losses)

12.33

(5.65)

1.18

(0.45)

7.83

1.20

Total

from

investment

operations

........

12.63

(4.38)

1.85

0.16

8.58

1.55

Less

distributions

from:

Net

investment

income

..............

(1.30)

(0.67)

(0.61)

(0.63)

(0.29)

(0.48)

Net

realized

gains

.................

—

(2.15)

(4.51)

(2.71)

(2.31)

(5.77)

Total

distributions

...................

(1.30)

(2.82)

(5.12)

(3.34)

(2.60)

(6.25)

Net

asset

value,

end

of

period

..........

$40.06

$28.73

$35.93

$39.20

$42.38

$36.40

Total

return

e

.......................

44.97%

(13.61)%

6.61%

0.19%

24.10%

4.86%

Ratios

to

average

net

assets

f

Expenses

before

waiver

and

payments

by

affiliates

..........................

0.61%

0.61%

0.59%

0.57%

0.57%

0.53%

Expenses

net

of

waiver

and

payments

by

affiliates

g

..........................

0.56%

0.55%

0.52%

0.50%

0.47%

0.50%

Net

investment

income

...............

1.72%

4.24%

c

1.92%

1.49%

1.37%

d

1.03%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$37,579

$27,952

$36,398

$36,580

$34,673

$157

Portfolio

turnover

rate

................

22.51%

57.78%

44.31%

29.85%

24.68%

30.25%

a

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchases

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.72

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.85%.

d

Net

investment

income

per

share

includes

approximately

$0.09

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.13%.

e

Total

return

is

not

annualized

for

periods

less

than

one

year.

f

Ratios

are

annualized

for

periods

less

than

one

year.

g

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

Mutual

U.S.

Value

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

31

a

Six

Months

Ended

April

30,

2021

(unaudited)

Year

Ended

October

31,

2020

2019

2018

2017

2016

Advisor

Class

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$28.80

$36.01

$39.26

$42.39

$36.45

$41.08

Income

from

investment

operations

a

:

Net

investment

income

b

.............

0.29

1.28

c

0.63

0.57

0.49

d

0.31

Net

realized

and

unrealized

gains

(losses)

12.36

(5.72)

1.19

(0.46)

8.04

1.20

Total

from

investment

operations

........

12.65

(4.44)

1.82

0.11

8.53

1.51

Less

distributions

from:

Net

investment

income

..............

(1.26)

(0.62)

(0.56)

(0.53)

(0.28)

(0.37)

Net

realized

gains

.................

—

(2.15)

(4.51)

(2.71)

(2.31)

(5.77)

Total

distributions

...................

(1.26)

(2.77)

(5.07)

(3.24)

(2.59)

(6.14)

Net

asset

value,

end

of

period

..........

$40.19

$28.80

$36.01

$39.26

$42.39

$36.45

Total

return

e

.......................

44.90%

(13.71)%

6.48%

0.07%

23.98%

4.69%

Ratios

to

average

net

assets

f

Expenses

before

waiver

and

payments

by

affiliates

..........................

0.65%

0.70%

0.68%

0.66%

0.67%

0.69%

Expenses

net

of

waiver

and

payments

by

affiliates

g

..........................

0.65%

h

0.68%

0.64%

0.61%

0.62%

0.66%

Net

investment

income

...............

1.63%

4.22%

c

1.80%

1.38%

1.22%

d

0.87%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$52,217

$34,029

$47,427

$48,616

$57,402

$75,573

Portfolio

turnover

rate

................

22.51%

57.78%

44.31%

29.85%

24.68%

30.25%

a

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchases

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.72

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.83%.

d

Net

investment

income

per

share

includes

approximately

$0.09

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.98%.

e

Total

return

is

not

annualized

for

periods

less

than

one

year.

f

Ratios

are

annualized

for

periods

less

than

one

year.

g

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

h

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

Franklin

Value

Investors

Trust

Statement

of

Investments

(unaudited),

April

30,

2021

Franklin

Mutual

U.S.

Value

Fund

franklintempleton.com

Semiannual

Report

32

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

95.8%

Aerospace

&

Defense

2.2%

Huntington

Ingalls

Industries,

Inc.

.........................

United

States

88,000

$

18,684,160

Automobiles

1.8%

a

General

Motors

Co.

....................................

United

States

266,700

15,260,574

Banks

11.3%

Bank

of

America

Corp.

.................................

United

States

875,500

35,484,015

Citizens

Financial

Group,

Inc.

............................

United

States

299,300

13,851,604

JPMorgan

Chase

&

Co.

.................................

United

States

174,000

26,762,940

PNC

Financial

Services

Group,

Inc.

(The)

...................

United

States

116,400

21,760,980

97,859,539

Building

Products

2.8%

Johnson

Controls

International

plc

.........................

United

States

393,600

24,537,024

Chemicals

1.8%

Ashland

Global

Holdings,

Inc.

............................

United

States

183,604

15,828,501

Commercial

Services

&

Supplies

1.1%

Tetra

Tech,

Inc.

.......................................

United

States

73,200

9,342,516

Consumer

Finance

2.5%

Capital

One

Financial

Corp.

.............................

United

States

143,600

21,407,888

Diversified

Financial

Services

2.5%

Voya

Financial,

Inc.

....................................

United

States

313,600

21,268,352

Electric

Utilities

4.4%

Entergy

Corp.

........................................

United

States

125,900

13,759,611

Evergy

,

Inc.

..........................................

United

States

199,900

12,787,603

Pinnacle

West

Capital

Corp.

.............................

United

States

135,100

11,436,215

37,983,429

Electrical

Equipment

1.0%

Regal

Beloit

Corp.

.....................................

United

States

63,140

9,119,310

Electronic

Equipment,

Instruments

&

Components

1.0%

Corning,

Inc.

.........................................

United

States

193,700

8,563,477

Energy

Equipment

&

Services

1.4%

Schlumberger

NV

.....................................

United

States

456,300

12,342,915

Entertainment

1.5%

a

Walt

Disney

Co.

(The)

..................................

United

States

71,900

13,374,838

Equity

Real

Estate

Investment

Trusts

(REITs)

4.4%

Brixmor

Property

Group,

Inc.

.............................

United

States

1,020,800

22,804,672

Vornado

Realty

Trust

...................................

United

States

339,400

15,527,550

38,332,222

Food

Products

5.4%

Archer-Daniels-Midland

Co.

.............................

United

States

239,600

15,125,948

Kraft

Heinz

Co.

(The)

..................................

United

States

756,200

31,223,498

46,349,446

Health

Care

Equipment

&

Supplies

1.6%

Medtronic

plc

........................................

United

States

104,800

13,720,416

Health

Care

Providers

&

Services

4.6%

Anthem,

Inc.

.........................................

United

States

58,900

22,346,071

CVS

Health

Corp.

.....................................

United

States

227,300

17,365,720

39,711,791

Franklin

Value

Investors

Trust

Statement

of

Investments

(unaudited)

Franklin

Mutual

U.S.

Value

Fund

(continued)

franklintempleton.com

Semiannual

Report

33

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Household

Durables

2.2%

DR

Horton,

Inc.

.......................................

United

States

190,733

$

18,747,147

Independent

Power

and

Renewable

Electricity

Producers

1.3%

AES

Corp.

(The)

......................................

United

States

392,100

10,908,222

Industrial

Conglomerates

2.3%

General

Electric

Co.

...................................

United

States

1,526,700

20,030,304

Insurance

5.3%

Everest

Re

Group

Ltd.

.................................

United

States

92,335

25,572,178

Hartford

Financial

Services

Group,

Inc.

(The)

................

United

States

303,384

20,011,209

45,583,387

IT

Services

1.5%

Cognizant

Technology

Solutions

Corp.,

A

....................

United

States

160,200

12,880,080

Machinery

2.1%

Oshkosh

Corp.

.......................................

United

States

145,800

18,141,894

Media

4.7%

a

Charter

Communications,

Inc.,

A

..........................

United

States

20,400

13,738,380

Comcast

Corp.,

A

.....................................

United

States

486,180

27,299,007

41,037,387

Metals

&

Mining

0.9%

Reliance

Steel

&

Aluminum

Co.

...........................

United

States

50,490

8,094,052

Oil,

Gas

&

Consumable

Fuels

2.4%

Chevron

Corp.

.......................................

United

States

119,700

12,337,479

Kinder

Morgan,

Inc.

....................................

United

States

488,700

8,332,335

20,669,814

Pharmaceuticals

9.3%

GlaxoSmithKline

plc

...................................

United

Kingdom

855,800

15,815,556

Merck

&

Co.,

Inc.

.....................................

United

States

376,600

28,056,700

Novartis

AG,

ADR

.....................................

Switzerland

305,300

26,023,772

Perrigo

Co.

plc

.......................................

United

States

249,600

10,390,848

80,286,876

Software

5.3%

NortonLifeLock

,

Inc.

...................................

United

States

993,600

21,471,696

Oracle

Corp.

.........................................

United

States

317,600

24,070,904

45,542,600

Specialty

Retail

1.3%

Dick's

Sporting

Goods,

Inc.

..............................

United

States

134,000

11,065,720

Technology

Hardware,

Storage

&

Peripherals

1.9%

a

Western

Digital

Corp.

..................................

United

States

232,532

16,423,735

Textiles,

Apparel

&

Luxury

Goods

1.8%

a

Tapestry,

Inc.

........................................

United

States

323,100

15,460,335

Wireless

Telecommunication

Services

2.2%

a

T-Mobile

US,

Inc.

.....................................

United

States

141,300

18,669,969

Total

Common

Stocks

(Cost

$584,863,290)

.....................................

827,227,920

Franklin

Value

Investors

Trust

Statement

of

Investments

(unaudited)

Franklin

Mutual

U.S.

Value

Fund

(continued)

franklintempleton.com

Semiannual

Report

34

a

a

Country

Principal

Amount

*

a

Value

a

a

a

a

a

Corporate

Bonds

0.6%

Software

0.6%

b

Veritas

US,

Inc.

/

Veritas

Bermuda

Ltd.

,

Senior

Note

,

144A,

10.5

%

,

2/01/24

...........................................

United

States

4,661,000

$

4,795,004

Total

Corporate

Bonds

(Cost

$4,240,402)

.......................................

4,795,004

Total

Long

Term

Investments

(Cost

$589,103,692)

...............................

832,022,924

a

Short

Term

Investments

3.5%

a

a

Country

Shares

a

Value

a

Money

Market

Funds

3.5%

c,d

Institutional

Fiduciary

Trust

-

Money

Market

Portfolio,

0.01%

.....

United

States

30,233,457

30,233,457

Total

Money

Market

Funds

(Cost

$30,233,457)

..................................

30,233,457

Total

Short

Term

Investments

(Cost

$30,233,457

)

................................

30,233,457

a

Total

Investments

(Cost

$619,337,149)

99.9%

...................................

$862,256,381

Other

Assets,

less

Liabilities

0.1%

.............................................

754,301

Net

Assets

100.0%

...........................................................

$863,010,682

See

Abbreviations

on

page

63

.

*

The

principal

amount

is

stated

in

U.S.

dollars

unless

otherwise

indicated.

a

Non-income

producing.

b

Security

was

purchased

pursuant

to

Rule

144A

or

Regulation

S

under

the

Securities

Act

of

1933.

144A

securities

may

be

sold

in

transactions

exempt

from

registration

only

to

qualified

institutional

buyers

or

in

a

public

offering

registered

under

the

Securities

Act

of

1933.

Regulation

S

securities

cannot

be

sold

in

the

United

States

without

either

an

effective

registration

statement

filed

pursuant

to

the

Securities

Act

of

1933,

or

pursuant

to

an

exemption

from

registration.

At

April

30,

2021,

the

value

of

this

security

was

$4,795,004,

representing

0.6%

of

net

assets.

c

See

Note

3(f)

regarding

investments

in

affiliated

management

investment

companies.

d

The

rate

shown

is

the

annualized

seven-day

effective

yield

at

period

end.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

Small

Cap

Value

Fund

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

35

a

Six

Months

Ended

April

30,

2021

(unaudited)

Year

Ended

October

31,

2020

2019

2018

2017

2016

Class

A

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$41.84

$49.48

$52.59

$59.07

$51.45

$51.72

Income

from

investment

operations

a

:

Net

investment

income

b

.............

0.29

c

0.45

0.51

d

0.39

e

0.31

f

0.20

Net

realized

and

unrealized

gains

(losses)

21.22

(5.01)

4.00

(1.95)

10.04

4.74

Total

from

investment

operations

........

21.51

(4.56)

4.51

(1.56)

10.35

4.94

Less

distributions

from:

Net

investment

income

..............

(0.35)

(0.58)

(0.44)

(0.42)

(0.12)

(0.29)

Net

realized

gains

.................

(0.75)

(2.50)

(7.18)

(4.50)

(2.61)

(4.92)

Total

distributions

...................

(1.10)

(3.08)

(7.62)

(4.92)

(2.73)

(5.21)

Net

asset

value,

end

of

period

..........

$62.25

$41.84

$49.48

$52.59

$59.07

$51.45

Total

return

g

.......................

52.06%

(10.04)%

11.35%

(3.04)%

20.53%

11.15%

Ratios

to

average

net

assets

h

Expenses

before

waiver

and

payments

by

affiliates

..........................

0.97%

1.08%

1.06%

1.05%

1.05%

1.11%

Expenses

net

of

waiver

and

payments

by

affiliates

..........................

0.97%

i

1.07%

j

1.05%

j

1.03%

j

1.03%

j

1.09%

j

Net

investment

income

...............

1.08%

c

1.08%

1.10%

d

0.69%

e

0.58%

f

0.40%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$1,672,535

$1,123,039

$1,334,235

$1,366,866

$1,364,629

$1,125,268

Portfolio

turnover

rate

................

23.35%

67.46%

57.84%

53.26%

33.38%

41.89%

a

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchases

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.08

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.80%.

d

Net

investment

income

per

share

includes

approximately

$0.14

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.80%.

e

Net

investment

income

per

share

includes

approximately

$0.09

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.52%.

f

Net

investment

income

per

share

includes

approximately

$0.16

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.29%.

g

Total

return

does

not

reflect

sales

commissions

or

contingent

deferred

sales

charges,

if

applicable,

and

is

not

annualized

for

periods

less

than

one

year.

h

Ratios

are

annualized

for

periods

less

than

one

year.

i

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

j

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

Small

Cap

Value

Fund

(continued)

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

36

a

Six

Months

Ended

April

30,

2021

(unaudited)

Year

Ended

October

31,

2020

2019

2018

2017

2016

Class

C

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$35.87

$42.84

$46.45

$52.75

$46.42

$47.22

Income

from

investment

operations

a

:

Net

investment

income

(loss)

b

........

0.07

c

0.12

0.15

d

(0.02)

e

(0.09)

f

(0.14)

Net

realized

and

unrealized

gains

(losses)

18.21

(4.33)

3.42

(1.72)

9.03

4.26

Total

from

investment

operations

........

18.28

(4.21)

3.57

(1.74)

8.94

4.12

Less

distributions

from:

Net

investment

income

..............

(0.09)

(0.26)

—

(0.06)

—

—

Net

realized

gains

.................

(0.75)

(2.50)

(7.18)

(4.50)

(2.61)

(4.92)

Total

distributions

...................

(0.84)

(2.76)

(7.18)

(4.56)

(2.61)

(4.92)

Net

asset

value,

end

of

period

..........

$53.31

$35.87

$42.84

$46.45

$52.75

$46.42

Total

return

g

.......................

51.55%

(10.73)%

10.52%

(3.77)%

19.62%

10.35%

Ratios

to

average

net

assets

h

Expenses

before

waiver

and

payments

by

affiliates

..........................

1.72%

1.83%

1.81%

1.80%

1.80%

1.86%

Expenses

net

of

waiver

and

payments

by

affiliates

..........................

1.72%

i

1.82%

j

1.80%

j

1.78%

j

1.78%

j

1.84%

j

Net

investment

income

(loss)

..........

0.32%

c

0.34%

0.35%

d

(0.06)%

e

(0.17)%

f

(0.35)%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$128,292

$77,586

$111,639

$138,188

$225,228

$219,150

Portfolio

turnover

rate

................

23.35%

67.46%

57.84%

53.26%

33.38%

41.89%

a

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchases

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.08

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.00%.

d

Net

investment

income

per

share

includes

approximately

$0.14

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.05%.

e

Net

investment

income

per

share

includes

approximately

$0.09

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

(0.23)%.

f

Net

investment

income

per

share

includes

approximately

$0.16

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

(0.46)%.

g

Total

return

does

not

reflect

sales

commissions

or

contingent

deferred

sales

charges,

if

applicable,

and

is

not

annualized

for

periods

less

than

one

year.

h

Ratios

are

annualized

for

periods

less

than

one

year.

i

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

j

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

Small

Cap

Value

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

37

a

Six

Months

Ended

April

30,

2021

(unaudited)

Year

Ended

October

31,

2020

2019

2018

2017

2016

Class

R

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$41.31

$48.88

$51.98

$58.37

$50.87

$51.18

Income

from

investment

operations

a

:

Net

investment

income

b

.............

0.22

c

0.35

0.40

d

0.25

e

0.18

f

0.08

Net

realized

and

unrealized

gains

(losses)

20.97

(4.97)

3.94

(1.93)

9.93

4.69

Total

from

investment

operations

........

21.19

(4.62)

4.34

(1.68)

10.11

4.77

Less

distributions

from:

Net

investment

income

..............

(0.24)

(0.45)

(0.26)

(0.21)

—

(0.16)

Net

realized

gains

.................

(0.75)

(2.50)

(7.18)

(4.50)

(2.61)

(4.92)

Total

distributions

...................

(0.99)

(2.95)

(7.44)

(4.71)

(2.61)

(5.08)

Net

asset

value,

end

of

period

..........

$61.51

$41.31

$48.88

$51.98

$58.37

$50.87

Total

return

g

.......................

51.89%

(10.27)%

11.06%

(3.28)%

20.23%

10.90%

Ratios

to

average

net

assets

h

Expenses

before

waiver

and

payments

by

affiliates

..........................

1.22%

1.33%

1.31%

1.30%

1.30%

1.36%

Expenses

net

of

waiver

and

payments

by

affiliates

..........................

1.22%

i

1.32%

j

1.30%

j

1.28%

j

1.28%

j

1.34%

j

Net

investment

income

...............

0.83%

c

0.84%

0.85%

d

0.44%

e

0.33%

f

0.15%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$164,547

$106,201

$143,634

$158,678

$209,627

$212,194

Portfolio

turnover

rate

................

23.35%

67.46%

57.84%

53.26%

33.38%

41.89%

a

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchases

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.08

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.55%.

d

Net

investment

income

per

share

includes

approximately

$0.14

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.55%.

e

Net

investment

income

per

share

includes

approximately

$0.09

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.27%.

f

Net

investment

income

per

share

includes

approximately

$0.16

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.04%.

g

Total

return

is

not

annualized

for

periods

less

than

one

year.

h

Ratios

are

annualized

for

periods

less

than

one

year.

i

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

j

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

Small

Cap

Value

Fund

(continued)

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

38

a

Six

Months

Ended

April

30,

2021

(unaudited)

Year

Ended

October

31,

2020

2019

2018

2017

2016

Class

R6

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$44.37

$52.29

$55.17

$61.71

$53.60

$53.75

Income

from

investment

operations

a

:

Net

investment

income

b

.............

0.40

c

0.65

0.75

d

0.66

e

0.58

f

0.43

Net

realized

and

unrealized

gains

(losses)

22.51

(5.27)

4.23

(2.05)

10.49

4.93

Total

from

investment

operations

........

22.91

(4.62)

4.98

(1.39)

11.07

5.36

Less

distributions

from:

Net

investment

income

..............

(0.55)

(0.80)

(0.68)

(0.65)

(0.35)

(0.59)

Net

realized

gains

.................

(0.75)

(2.50)

(7.18)

(4.50)

(2.61)

(4.92)

Total

distributions

...................

(1.30)

(3.30)

(7.86)

(5.15)

(2.96)

(5.51)

Net

asset

value,

end

of

period

..........

$65.98

$44.37

$52.29

$55.17

$61.71

$53.60

Total

return

g

.......................

52.38%

(9.65)%

11.82%

(2.63)%

21.07%

11.69%

Ratios

to

average

net

assets

h

Expenses

before

waiver

and

payments

by

affiliates

..........................

0.63%

0.68%

0.66%

0.66%

0.60%

0.64%

Expenses

net

of

waiver

and

payments

by

affiliates

..........................

0.60%

0.64%

i

0.61%

i

0.60%

i

0.58%

i

0.62%

i

Net

investment

income

...............

1.36%

c

1.47%

1.54%

d

1.12%

e

1.03%

f

0.87%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$1,201,306

$510,946

$362,397

$270,426

$221,246

$100,101

Portfolio

turnover

rate

................

23.35%

67.46%

57.84%

53.26%

33.38%

41.89%

a

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchases

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.08

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.10%.

d

Net

investment

income

per

share

includes

approximately

$0.14

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.24%.

e

Net

investment

income

per

share

includes

approximately

$0.09

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.95%.

f

Net

investment

income

per

share

includes

approximately

$0.16

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.74%.

g

Total

return

is

not

annualized

for

periods

less

than

one

year.

h

Ratios

are

annualized

for

periods

less

than

one

year.

i

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

Small

Cap

Value

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

39

a

Six

Months

Ended

April

30,

2021

(unaudited)

Year

Ended

October

31,

2020

2019

2018

2017

2016

Advisor

Class

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$44.44

$52.36

$55.19

$61.66

$53.58

$53.67

Income

from

investment

operations

a

:

Net

investment

income

b

.............

0.36

c

0.58

0.67

d

0.56

e

0.48

f

0.32

Net

realized

and

unrealized

gains

(losses)

22.56

(5.29)

4.24

(2.06)

10.48

4.94

Total

from

investment

operations

........

22.92

(4.71)

4.91

(1.50)

10.96

5.26

Less

distributions

from:

Net

investment

income

..............

(0.49)

(0.71)

(0.56)

(0.47)

(0.27)

(0.43)

Net

realized

gains

.................

(0.75)

(2.50)

(7.18)

(4.50)

(2.61)

(4.92)

Total

distributions

...................

(1.24)

(3.21)

(7.74)

(4.97)

(2.88)

(5.35)

Net

asset

value,

end

of

period

..........

$66.12

$44.44

$52.36

$55.19

$61.66

$53.58

Total

return

g

.......................

52.26%

(9.81)%

11.61%

(2.81)%

20.84%

11.43%

Ratios

to

average

net

assets

h

Expenses

before

waiver

and

payments

by

affiliates

..........................

0.72%

0.83%

0.81%

0.80%

0.80%

0.86%

Expenses

net

of

waiver

and

payments

by

affiliates

..........................

0.72%

i

0.82%

j

0.80%

j

0.78%

j

0.78%

j

0.84%

j

Net

investment

income

...............

1.25%

c

1.30%

1.35%

d

0.94%

e

0.83%

f

0.65%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$1,493,371

$646,240

$522,329

$544,792

$583,364

$893,324

Portfolio

turnover

rate

................

23.35%

67.46%

57.84%

53.26%

33.38%

41.89%

a

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchases

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.08

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.99

%.

d

Net

investment

income

per

share

includes

approximately

$0.14

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.05%.

e

Net

investment

income

per

share

includes

approximately

$0.09

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.77%.

f

Net

investment

income

per

share

includes

approximately

$0.16

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.54%.

g

Total

return

is

not

annualized

for

periods

less

than

one

year.

h

Ratios

are

annualized

for

periods

less

than

one

year.

i

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

j

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

Franklin

Value

Investors

Trust

Statement

of

Investments

(unaudited),

April

30,

2021

Franklin

Small

Cap

Value

Fund

franklintempleton.com

Semiannual

Report

40

I

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

99.4%

Aerospace

&

Defense

1.7%

a

Meggitt

plc

..........................................

United

Kingdom

12,408,045

$

79,821,510

Auto

Components

0.5%

LCI

Industries

........................................

United

States

147,714

21,640,101

Automobiles

1.3%

Thor

Industries,

Inc.

...................................

United

States

426,796

60,430,046

Banks

11.6%

Atlantic

Union

Bankshares

Corp.

..........................

United

States

1,153,814

44,617,987

Bryn

Mawr

Bank

Corp.

.................................

United

States

988,052

45,410,870

Camden

National

Corp.

.................................

United

States

43,507

2,076,154

Columbia

Banking

System,

Inc.

...........................

United

States

1,876,459

81,682,260

First

Horizon

Corp.

....................................

United

States

6,185,140

113,126,211

b

First

of

Long

Island

Corp.

(The)

...........................

United

States

1,230,606

26,199,602

German

American

Bancorp,

Inc.

..........................

United

States

571,608

24,767,775

Glacier

Bancorp,

Inc.

...................................

United

States

177,314

10,452,660

Lakeland

Financial

Corp.

................................

United

States

468,119

30,535,402

Peoples

Bancorp,

Inc.

..................................

United

States

540,026

18,053,069

South

State

Corp.

.....................................

United

States

849,775

71,653,028

TriCo

Bancshares

.....................................

United

States

908,962

42,066,761

Washington

Trust

Bancorp,

Inc.

...........................

United

States

616,609

31,477,890

542,119,669

Building

Products

4.2%

Apogee

Enterprises,

Inc.

................................

United

States

1,270,909

44,647,033

Insteel

Industries,

Inc.

..................................

United

States

896,697

34,191,057

a

Masonite

International

Corp.

.............................

United

States

210,755

26,616,249

UFP

Industries,

Inc.

....................................

United

States

1,072,129

90,101,721

195,556,060

Chemicals

9.4%

Ashland

Global

Holdings,

Inc.

............................

United

States

1,179,105

101,650,642

Avient

Corp.

.........................................

United

States

2,301,924

116,868,681

Cabot

Corp.

.........................................

United

States

1,242,497

68,188,235

a

Elementis

plc

........................................

United

Kingdom

22,200,006

45,868,000

Minerals

Technologies,

Inc.

..............................

United

States

1,334,891

104,308,383

436,883,941

Communications

Equipment

1.5%

a

NetScout

Systems,

Inc.

.................................

United

States

2,619,500

68,617,803

Construction

&

Engineering

4.3%

b

Argan

,

Inc.

..........................................

United

States

1,055,946

52,955,692

a,b

Great

Lakes

Dredge

&

Dock

Corp.

........................

United

States

3,258,569

51,159,533

a

WillScot

Mobile

Mini

Holdings

Corp.

.......................

United

States

3,246,647

95,029,358

199,144,583

Construction

Materials

2.0%

a

Summit

Materials,

Inc.,

A

................................

United

States

3,220,185

92,709,126

Electric

Utilities

0.6%

IDACORP,

Inc.

.......................................

United

States

266,517

27,312,662

Electrical

Equipment

0.8%

Regal

Beloit

Corp.

.....................................

United

States

269,125

38,869,724

Electronic

Equipment,

Instruments

&

Components

2.5%

Benchmark

Electronics,

Inc.

.............................

United

States

1,434,469

43,062,760

Franklin

Value

Investors

Trust

Statement

of

Investments

(unaudited)

Franklin

Small

Cap

Value

Fund

(continued)

franklintempleton.com

Semiannual

Report

41

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Electronic

Equipment,

Instruments

&

Components

(continued)

a

Knowles

Corp.

.......................................

United

States

3,409,237

$

71,253,053

114,315,813

Energy

Equipment

&

Services

0.4%

Hunting

plc

..........................................

United

Kingdom

4,338,235

14,739,179

a

Natural

Gas

Services

Group,

Inc.

.........................

United

States

531,000

4,779,000

19,518,179

Equity

Real

Estate

Investment

Trusts

(REITs)

0.7%

Healthcare

Realty

Trust,

Inc.

.............................

United

States

368,473

11,850,092

Highwoods

Properties,

Inc.

..............................

United

States

182,699

8,183,088

a

Sunstone

Hotel

Investors,

Inc.

............................

United

States

883,723

11,629,795

Weingarten

Realty

Investors

.............................

United

States

24,600

795,564

32,458,539

Food

&

Staples

Retailing

0.2%

a

BJ's

Wholesale

Club

Holdings,

Inc.

........................

United

States

158,416

7,076,443

Food

Products

2.3%

Glanbia

plc

..........................................

Ireland

5,781,481

85,055,654

Maple

Leaf

Foods,

Inc.

.................................

Canada

892,706

20,602,863

105,658,517

Gas

Utilities

0.1%

Spire,

Inc.

...........................................

United

States

76,415

5,757,106

Health

Care

Equipment

&

Supplies

3.4%

a

Envista

Holdings

Corp.

.................................

United

States

1,699,590

73,558,255

a

Integer

Holdings

Corp.

.................................

United

States

899,289

84,425,252

157,983,507

Hotels,

Restaurants

&

Leisure

6.5%

a

Dalata

Hotel

Group

plc

.................................

Ireland

8,334,436

45,192,420

a,b

Denny's

Corp.

........................................

United

States

4,870,077

92,239,258

a

Hilton

Grand

Vacations,

Inc.

.............................

United

States

1,903,823

84,834,353

Jack

in

the

Box,

Inc.

...................................

United

States

620,293

74,838,350

Wyndham

Hotels

&

Resorts,

Inc.

..........................

United

States

108,272

7,915,766

305,020,147

Household

Durables

0.1%

a

M/I

Homes,

Inc.

.......................................

United

States

72,295

5,040,407

Insurance

10.1%

CNO

Financial

Group,

Inc.

..............................

United

States

3,384,264

86,400,260

Hanover

Insurance

Group,

Inc.

(The)

.......................

United

States

975,394

134,906,744

Horace

Mann

Educators

Corp.

...........................

United

States

2,031,284

81,454,488

Old

Republic

International

Corp.

..........................

United

States

5,145,938

126,692,994

Selective

Insurance

Group,

Inc.

...........................

United

States

541,473

41,227,754

470,682,240

Leisure

Products

2.4%

BRP,

Inc.

............................................

United

States

156,483

14,374,668

Brunswick

Corp.

......................................

United

States

917,232

98,263,064

112,637,732

Machinery

16.7%

Astec

Industries,

Inc.

...................................

United

States

442,217

33,170,697

Columbus

McKinnon

Corp.

..............................

United

States

1,009,895

49,999,901

b

Greenbrier

Cos.,

Inc.

(The)

..............................

United

States

2,621,006

123,816,323

Hillenbrand,

Inc.

......................................

United

States

1,930,472

94,766,871

Franklin

Value

Investors

Trust

Statement

of

Investments

(unaudited)

Franklin

Small

Cap

Value

Fund

(continued)

franklintempleton.com

Semiannual

Report

42

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Machinery

(continued)

a

Meritor,

Inc.

..........................................

United

States

1,001,932

$

27,082,222

Mueller

Industries,

Inc.

.................................

United

States

536,425

24,069,390

Mueller

Water

Products,

Inc.,

A

...........................

United

States

6,457,122

92,724,272

Oshkosh

Corp.

.......................................

United

States

700,529

87,166,823

a

REV

Group,

Inc.

......................................

United

States

1,173,645

21,407,285

Rexnord

Corp.

.......................................

United

States

1,790,783

89,413,795

Timken

Co.

(The)

.....................................

United

States

1,582,886

132,756,649

776,374,228

Metals

&

Mining

0.6%

Kaiser

Aluminum

Corp.

.................................

United

States

234,622

28,264,912

Multi-Utilities

1.1%

Black

Hills

Corp.

......................................

United

States

768,413

53,005,129

Oil,

Gas

&

Consumable

Fuels

3.4%

Crescent

Point

Energy

Corp.

.............................

Canada

25,405,710

100,238,107

a

Green

Plains,

Inc.

.....................................

United

States

2,011,946

59,955,991

160,194,098

Paper

&

Forest

Products

0.3%

Glatfelter

Corp.

.......................................

United

States

1,039,542

15,302,058

Professional

Services

1.2%

a,c

Intertrust

NV,

144A,

Reg

S

..............................

Netherlands

368,008

6,814,057

Kforce

,

Inc.

..........................................

United

States

506,710

28,396,028

Stantec

,

Inc.

.........................................

Canada

483,858

22,652,860

57,862,945

Software

2.8%

a

ACI

Worldwide,

Inc.

....................................

United

States

2,312,287

87,358,203

Software

AG

.........................................

Germany

1,022,138

44,275,827

131,634,030

Specialty

Retail

3.4%

a

Boot

Barn

Holdings,

Inc.

................................

United

States

252,154

17,786,943

a

Dufry

AG

............................................

Switzerland

1,062,997

69,958,293

Group

1

Automotive,

Inc.

................................

United

States

435,215

71,444,895

159,190,131

Textiles,

Apparel

&

Luxury

Goods

1.4%

a

Carter's,

Inc.

.........................................

United

States

361,986

39,380,457

Wolverine

World

Wide,

Inc.

..............................

United

States

653,669

27,271,071

66,651,528

Thrifts

&

Mortgage

Finance

0.3%

TrustCo

Bank

Corp.

...................................

United

States

1,639,400

11,992,211

Trading

Companies

&

Distributors

1.6%

McGrath

RentCorp

....................................

United

States

907,654

74,409,475

Total

Common

Stocks

(Cost

$3,461,009,181)

....................................

4,634,134,600

Franklin

Value

Investors

Trust

Statement

of

Investments

(unaudited)

Franklin

Small

Cap

Value

Fund

(continued)

franklintempleton.com

Semiannual

Report

43

Short

Term

Investments

0.9%

a

a

Country

Shares

a

Value

a

Money

Market

Funds

0.9%

d,e

Institutional

Fiduciary

Trust

-

Money

Market

Portfolio,

0.01%

.....

United

States

40,340,226

$

40,340,226

Total

Money

Market

Funds

(Cost

$40,340,226)

..................................

40,340,226

Total

Short

Term

Investments

(Cost

$40,340,226

)

................................

40,340,226

a

Total

Investments

(Cost

$3,501,349,407)

100.3%

................................

$4,674,474,826

Other

Assets,

less

Liabilities

(0.3)%

...........................................

(14,423,201)

Net

Assets

100.0%

...........................................................

$4,660,051,625

a

Non-income

producing.

b

See

Note

8

regarding

holdings

of

5%

voting

securities.

c

Security

was

purchased

pursuant

to

Rule

144A

or

Regulation

S

under

the

Securities

Act

of

1933.

144A

securities

may

be

sold

in

transactions

exempt

from

registration

only

to

qualified

institutional

buyers

or

in

a

public

offering

registered

under

the

Securities

Act

of

1933.

Regulation

S

securities

cannot

be

sold

in

the

United

States

without

either

an

effective

registration

statement

filed

pursuant

to

the

Securities

Act

of

1933,

or

pursuant

to

an

exemption

from

registration.

At

April

30,

2021,

the

value

of

this

security

was

$6,814,057,

representing

0.1%

of

net

assets.

d

See

Note

3(f)

regarding

investments

in

affiliated

management

investment

companies.

e

The

rate

shown

is

the

annualized

seven-day

effective

yield

at

period

end.

Franklin

Value

Investors

Trust

Financial

Statements

Statements

of

Assets

and

Liabilities

April

30,

2021

(unaudited)

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

44

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Value

Fund

Franklin

Small

Cap

Value

Fund

Assets:

Investments

in

securities:

Cost

-

Unaffiliated

issuers

.................................

$115,301,935

$589,103,692

$3,180,376,547

Cost

-

Non-controlled

affiliates

(Note

3

f

and

8

)

..................

7,536,682

30,233,457

320,972,860

Value

-

Unaffiliated

issuers

................................

$213,329,802

$832,022,924

$4,287,764,192

Value

-

Non-controlled

affiliates

(Note

3

f

and

8

)

.................

7,536,682

30,233,457

386,710,634

Cash

..................................................

3,306

—

—

Receivables:

Investment

securities

sold

.................................

—

—

9,171,423

Capital

shares

sold

......................................

176,991

3,380,783

17,193,411

Dividends

and

interest

...................................

41,504

945,156

3,120,079

Total

assets

........................................

221,088,285

866,582,320

4,703,959,739

Liabilities:

Payables:

Investment

securities

purchased

............................

582,434

1,294,094

36,731,418

Capital

shares

redeemed

.................................

208,062

1,579,488

4,120,762

Management

fees

.......................................

132,933

331,596

1,993,611

Distribution

fees

........................................

31,323

169,742

505,821

Transfer

agent

fees

......................................

22,372

122,861

551,431

Accrued

expenses

and

other

liabilities

.........................

33,669

73,857

5,071

Total

liabilities

.......................................

1,010,793

3,571,638

43,908,114

Net

assets,

at

value

...............................

$220,077,492

$863,010,682

$4,660,051,625

Net

assets

consist

of:

Paid-in

capital

...........................................

$112,610,708

$604,193,667

$3,282,952,815

Total

distributable

earnings

(losses)

...........................

107,466,784

258,817,015

1,377,098,810

Net

assets,

at

value

...............................

$220,077,492

$863,010,682

$4,660,051,625

Franklin

Value

Investors

Trust

Financial

Statements

Statements

of

Assets

and

Liabilities

(continued)

April

30,

2021

(unaudited)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

45

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Value

Fund

Franklin

Small

Cap

Value

Fund

Class

A:

Net

assets,

at

value

.....................................

$155,082,798

$744,464,412

$1,672,534,862

Shares

outstanding

......................................

4,816,721

19,348,167

26,869,379

Net

asset

value

per

share

a

................................

$32.20

$38.48

$62.25

Maximum

offering

price

per

share

(net

asset

value

per

share

÷

94.50%)

..............................................

$34.07

$40.72

$65.87

Class

C:

Net

assets,

at

value

.....................................

$—

$22,435,234

$128,292,190

Shares

outstanding

......................................

—

612,027

2,406,351

Net

asset

value

and

maximum

offering

price

per

share

a

...........

$—

$36.66

$53.31

Class

R:

Net

assets,

at

value

.....................................

$—

$6,314,785

$164,547,159

Shares

outstanding

......................................

—

163,363

2,675,277

Net

asset

value

and

maximum

offering

price

per

share

...........

$—

$38.65

$61.51

Class

R6:

Net

assets,

at

value

.....................................

$20,958,252

$37,579,357

$1,201,306,055

Shares

outstanding

......................................

639,794

938,051

18,205,747

Net

asset

value

and

maximum

offering

price

per

share

...........

$32.76

$40.06

$65.98

Advisor

Class:

Net

assets,

at

value

.....................................

$44,036,442

$52,216,894

$1,493,371,359

Shares

outstanding

......................................

1,353,579

1,299,292

22,586,488

Net

asset

value

and

maximum

offering

price

per

share

...........

$32.53

$40.19

$66.12

a

Redemption

price

is

equal

to

net

asset

value

less

contingent

deferred

sales

charges,

if

applicable.

Franklin

Value

Investors

Trust

Financial

Statements

Statements

of

Operations

for

the

six

months

ended

April

30,

2021

(unaudited)

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

46

7

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Value

Fund

Franklin

Small

Cap

Value

Fund

Investment

income:

Dividends:

(net

of

foreign

taxes

of

$3,043,

$116,606

and

$23,355,

respectively)

Unaffiliated

issuers

......................................

$1,730,342

$8,205,089

$32,352,326

Non-controlled

affiliates

(Note

3

f

and

8

)

.......................

171

497

3,231,956

Interest:

Unaffiliated

issuers

......................................

—

320,930

49,677

Total

investment

income

.................................

1,730,513

8,526,516

35,633,959

Expenses:

Management

fees

(Note

3

a

)

.................................

661,540

1,809,302

9,767,513

Distribution

fees:

(Note

3c

)

    Class

A

..............................................

157,993

810,485

1,751,834

    Class

C

..............................................

—

95,266

527,302

    Class

R

..............................................

—

13,474

341,861

Transfer

agent

fees:

(Note

3e

)

    Class

A

..............................................

64,492

388,723

1,097,323

    Class

C

..............................................

—

11,418

82,545

    Class

R

..............................................

—

3,250

107,485

    Class

R6

.............................................

5,259

12,810

238,301

    Advisor

Class

..........................................

16,713

25,790

832,347

Custodian

fees

(Note

4

)

....................................

413

1,809

8,832

Reports

to

shareholders

....................................

10,966

49,811

107,237

Registration

and

filing

fees

..................................

27,360

49,190

83,393

Professional

fees

.........................................

38,726

44,637

56,033

Trustees'

fees

and

expenses

................................

5,872

26,651

79,997

Other

..................................................

4,266

8,984

23,654

Total

expenses

.......................................

993,600

3,351,600

15,105,657

Expense

reductions

(Note

4

)

.............................

—

(5)

—

Expenses

waived/paid

by

affiliates

(Note

3

f

and

3

g

)

............

(4,940)

(17,649)

(142,908)

Net

expenses

.......................................

988,660

3,333,946

14,962,749

Net

investment

income

..............................

741,853

5,192,570

20,671,210

Realized

and

unrealized

gains

(losses):

Net

realized

gain

(loss)

from:

Investments:

Unaffiliated

issuers

....................................

8,989,921

64,267,188

187,564,481

Non-controlled

affiliates

(Note

3

f

and

8

)

.....................

—

—

16,523,526

Foreign

currency

transactions

..............................

(498)

3,085

(4,101)

Net

realized

gain

(loss)

................................

8,989,423

64,270,273

204,083,906

Net

change

in

unrealized

appreciation

(depreciation)

on:

Investments:

Unaffiliated

issuers

....................................

61,559,775

199,284,164

1,064,034,069

Non-controlled

affiliates

(Note

3

f

and

8

)

.....................

—

—

73,036,007

Translation

of

other

assets

and

liabilities

denominated

in

foreign

currencies

...........................................

7

—

31,586

Net

change

in

unrealized

appreciation

(depreciation)

..........

61,559,782

199,284,164

1,137,101,662

Net

realized

and

unrealized

gain

(loss)

..........................

70,549,205

263,554,437

1,341,185,568

Net

increase

(decrease)

in

net

assets

resulting

from

operations

........

$71,291,058

$268,747,007

$1,361,856,778

Franklin

Value

Investors

Trust

Financial

Statements

Statements

of

Changes

in

Net

Assets

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

47

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Value

Fund

Six

Months

Ended

April

30,

2021

(unaudited)

Year

Ended

October

31,

2020

Six

Months

Ended

April

30,

2021

(unaudited)

Year

Ended

October

31,

2020

Increase

(decrease)

in

net

assets:

Operations:

Net

investment

income

............

$741,853

$826,718

$5,192,570

$27,754,071

Net

realized

gain

(loss)

............

8,989,423

8,450,976

64,270,273

(51,050,450)

Net

change

in

unrealized

appreciation

(depreciation)

.................

61,559,782

(31,579,004)

199,284,164

(91,259,740)

Net

increase

(decrease)

in

net

assets

resulting

from

operations

.

71,291,058

(22,301,310)

268,747,007

(114,556,119)

Distributions

to

shareholders:

Class

A

........................

(6,083,694)

(22,379,215)

(22,744,402)

(55,980,118)

Class

C

........................

—

—

(552,317)

(1,950,834)

Class

R

........................

—

—

(173,376)

(484,796)

Class

R6

.......................

(884,169)

(3,108,432)

(1,236,499)

(2,794,097)

Advisor

Class

...................

(1,530,859)

(4,396,451)

(1,479,012)

(3,607,514)

Total

distributions

to

shareholders

.....

(8,498,722)

(29,884,098)

(26,185,606)

(64,817,359)

Capital

share

transactions:

(Note

2

)

Class

A

........................

15,729,855

(12,239,692)

(3,962,998)

(42,590,380)

Class

C

........................

—

—

319,432

(5,609,273)

Class

R

........................

—

—

90,577

(990,297)

Class

R6

.......................

2,432,177

(1,373,665)

(1,245,622)

(1,026,422)

Advisor

Class

...................

10,380,370

(308,576)

4,382,441

(3,496,139)

Total

capital

share

transactions

.......

28,542,402

(13,921,933)

(416,170)

(53,712,511)

Net

increase

(decrease)

in

net

assets

.....................

91,334,738

(66,107,341)

242,145,231

(233,085,989)

Net

assets:

Beginning

of

period

................

128,742,754

194,850,095

620,865,451

853,951,440

End

of

period

.....................

$220,077,492

$128,742,754

$863,010,682

$620,865,451

Franklin

Value

Investors

Trust

Financial

Statements

Statements

of

Changes

in

Net

Assets

(continued)

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

48

Franklin

Small

Cap

Value

Fund

Six

Months

Ended

April

30,

2021

(unaudited)

Year

Ended

October

31,

2020

Increase

(decrease)

in

net

assets:

Operations:

Net

investment

income

.................................................

$20,671,210

$26,297,458

Net

realized

gain

(loss)

.................................................

204,083,906

47,855,032

Net

change

in

unrealized

appreciation

(depreciation)

...........................

1,137,101,662

(292,809,144)

Net

increase

(decrease)

in

net

assets

resulting

from

operations

................

1,361,856,778

(218,656,654)

Distributions

to

shareholders:

Class

A

.............................................................

(27,860,859)

(82,154,393)

Class

C

.............................................................

(1,853,782)

(7,034,679)

Class

R

.............................................................

(2,516,577)

(8,475,708)

Class

R6

............................................................

(16,086,898)

(23,812,714)

Advisor

Class

........................................................

(20,153,588)

(32,065,484)

Total

distributions

to

shareholders

..........................................

(68,471,704)

(153,542,978)

Capital

share

transactions:

(Note

2

)

Class

A

.............................................................

18,035,992

1,190,848

Class

C

.............................................................

11,675,056

(14,696,868)

Class

R

.............................................................

6,648,443

(14,716,760)

Class

R6

............................................................

397,464,205

194,123,939

Advisor

Class

........................................................

468,829,960

196,078,056

Total

capital

share

transactions

............................................

902,653,656

361,979,215

Net

increase

(decrease)

in

net

assets

...................................

2,196,038,730

(10,220,417)

Net

assets:

Beginning

of

period

.....................................................

2,464,012,895

2,474,233,312

End

of

period

..........................................................

$4,660,051,625

$2,464,012,895

Franklin

Value

Investors

Trust

49

franklintempleton.com

Semiannual

Report

Notes

to

Financial

Statements

(unaudited)

1.

Organization

and

Significant

Accounting

Policies

Franklin

Value

Investors

Trust (Trust)

is

registered

under

the

Investment

Company

Act

of

1940

(1940

Act)

as

an

open-end

management

investment

company,

consisting

of

three

separate

funds

(Funds)

and

applies

the

specialized

accounting

and

reporting

guidance

in

U.S.

Generally

Accepted

Accounting

Principles

(U.S.

GAAP).

The

classes

of

shares

offered

within

each

of

the

Funds

are

indicated

below.

Class

C

shares

automatically

convert

to

Class

A

shares

after

they

have

been

held

for

10

years.

Each

class

of

shares

may

differ

by

its

initial

sales

load,

contingent

deferred

sales

charges,

voting

rights

on

matters

affecting

a

single

class,

its

exchange

privilege

and

fees

due

to

differing

arrangements

for

distribution

and

transfer

agent

fees. 

Class

A,

Class

R6

&

Advisor

Class

Franklin

MicroCap

Value

Fund

Class

A,

Class

C,

Class

R

,

Class

R6

&

Advisor

Class

Franklin

Mutual

U.S.

Value

Fund

Franklin

Small

Cap

Value

Fund

a

a

Effective

May

27,

2021,

the

Franklin

Small

Cap

Value

Fund

was

closed

to

new

investors

with

limited

exceptions.

The

following

summarizes

the Funds'

significant

accounting

policies

. 

a.

Financial

Instrument

Valuation 

The Funds'

investments

in

financial

instruments

are

carried

at

fair

value

daily.

Fair

value

is

the

price

that

would

be

received

to

sell

an

asset

or

paid

to

transfer

a

liability

in

an

orderly

transaction

between

market

participants

on

the

measurement

date.

The Funds calculate the

net

asset

value

(NAV)

per

share

each

business

day

as

of

4

p.m.

Eastern

time

or

the

regularly

scheduled

close

of

the

New

York

Stock

Exchange

(NYSE)

whichever

is

earlier.

Under

compliance

policies

and

procedures

approved

by

the

Trust's

Board

of

Trustees

(the

Board),

the

Funds' administrator

has

responsibility

for

oversight

of

valuation,

including

leading

the

cross-functional

Valuation

Committee

(VC).

The

Funds

may

utilize

independent

pricing

services,

quotations

from

securities

and

financial

instrument

dealers,

and

other

market

sources

to

determine

fair

value. 

Equity

securities

listed

on

an

exchange

or

on

the

NASDAQ

National

Market

System

are

valued

at

the

last

quoted

sale

price

or

the

official

closing

price of

the

day,

respectively.

Foreign

equity

securities

are

valued

as

of

the

close

of

trading

on

the

foreign

stock

exchange

on

which

the

security

is

primarily

traded,

or

as

of

4

p.m.

Eastern

time.

The

value

is

then

converted

into

its

U.S.

dollar

equivalent

at

the

foreign

exchange

rate

in

effect

at

4

p.m.

Eastern

time

on

the

day

that

the

value

of

the

security

is

determined.

Over-the-counter

(OTC)

securities

are

valued

within

the

range

of

the

most

recent

quoted

bid

and

ask

prices.

Securities

that

trade

in

multiple

markets

or

on

multiple

exchanges

are

valued

according

to

the

broadest

and

most

representative

market.

Certain

equity

securities

are

valued

based

upon

fundamental

characteristics

or

relationships

to

similar

securities. 

Debt

securities

generally

trade

in

the

OTC

market rather

than

on

a

securities

exchange.

The

Funds'

pricing

services

use

multiple

valuation

techniques

to

determine

fair

value.

In

instances

where

sufficient

market

activity

exists,

the

pricing

services

may

utilize

a

market-based

approach

through

which

quotes

from

market

makers

are

used

to

determine

fair

value.

In

instances

where

sufficient

market

activity

may

not

exist

or

is

limited,

the

pricing

services

also

utilize

proprietary

valuation

models

which

may

consider

market

characteristics

such

as

benchmark

yield

curves,

credit

spreads,

estimated

default

rates,

anticipated

market

interest

rate

volatility,

coupon

rates,

anticipated

timing

of

principal

repayments,

underlying

collateral,

and

other

unique

security

features

in

order

to

estimate

the

relevant

cash

flows,

which

are

then

discounted

to

calculate

the

fair

value.

Investments

in open-end mutual

funds

are

valued

at

the

closing

NAV.

The

Funds

have

procedures

to

determine

the

fair

value

of

financial

instruments

for

which

market

prices

are

not

reliable

or

readily

available.

Under

these

procedures,

the

Funds

primarily

employ

a

market-based

approach

which

may

use

related

or

comparable

assets

or

liabilities,

recent

transactions,

market

multiples,

book

values,

and

other

relevant

information

for

the

investment

to

determine

the

fair

value

of

the

investment.

An

income-based

valuation

approach

may

also

be

used

in

which

the

anticipated

future

cash

flows

of

the

investment

are

discounted

to

calculate

fair

value.

Discounts

may

also

be

applied

due

to

the

nature

or

duration

of

any

restrictions

on

the

disposition

of

the

investments.

Due

to

the

inherent

uncertainty

of

valuations

of

such

investments,

the

fair

values

may

differ

significantly

from

the

values

that

would

have

been

used

had

an

active

market

existed.

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

(unaudited)

50

franklintempleton.com

Semiannual

Report

Trading

in

securities

on

foreign

securities

stock

exchanges

and

OTC

markets

may

be

completed

before

4

p.m.

Eastern

time.

In

addition,

trading

in

certain

foreign

markets

may

not

take

place

on

every

Funds'

business

day.

Events

can occur

between

the

time

at

which

trading

in

a

foreign

security

is

completed

and

4

p.m.

Eastern

time

that

might

call

into

question

the

reliability

of

the

value

of

a

portfolio

security

held

by

the

Fund.

As

a

result,

differences

may

arise

between

the

value

of

the

Funds'

portfolio

securities

as

determined

at

the

foreign

market

close

and

the

latest

indications

of

value

at

4

p.m.

Eastern

time.

In

order

to

minimize

the

potential

for

these

differences,

an

independent

pricing

service

may

be

used

to

adjust

the

value

of

the

Funds'

portfolio

securities

to

the

latest

indications

of

fair

value

at

4

p.m.

Eastern

time.

At

April

30,

2021,

certain

securities

may

have

been

fair

valued

using

these

procedures,

in

which

case

the

securities

were

categorized

as

Level

2

inputs

within

the

fair

value

hierarchy

(referred

to

as

“market

level

fair

value”).

See

the

Fair

Value

Measurements

note

for

more

information.

When

the

last

day

of

the

reporting

period

is

a

non-business

day,

certain

foreign

markets

may

be

open

on

those

days

that

the

Funds'

NAV

is

not

calculated,

which

could

result

in

differences

between

the

value

of

the

Funds'

portfolio

securities

on

the

last

business

day

and

the

last

calendar

day

of

the

reporting

period.

Any

security

valuation

changes

due

to

an

open

foreign

market

are

adjusted

and

reflected

by

the

Funds

for

financial

reporting

purposes.

b.

Foreign

Currency

Translation 

Portfolio

securities

and

other

assets

and

liabilities

denominated

in

foreign

currencies

are

translated

into

U.S.

dollars

based

on

the

exchange

rate

of

such

currencies

against

U.S.

dollars

on

the

date

of

valuation.

The

Funds

may

enter

into

foreign

currency

exchange

contracts

to

facilitate

transactions

denominated

in

a

foreign

currency.

Purchases

and

sales

of

securities,

income

and

expense

items

denominated

in

foreign

currencies

are

translated

into

U.S.

dollars

at

the

exchange

rate

in

effect

on

the

transaction

date.

Portfolio

securities

and

assets

and

liabilities

denominated

in

foreign

currencies

contain

risks

that

those

currencies

will

decline

in

value

relative

to

the

U.S.

dollar.

Occasionally,

events

may

impact

the

availability

or

reliability

of

foreign

exchange

rates

used

to

convert

the

U.S.

dollar

equivalent

value.

If

such

an

event

occurs,

the

foreign

exchange

rate

will

be

valued

at

fair

value

using

procedures

established

and

approved

by

the

Board.

The

Funds

do

not

separately

report

the

effect

of

changes

in

foreign

exchange

rates

from

changes

in

market

prices

on

securities

held.

Such

changes

are

included

in

net

realized

and

unrealized

gain

or

loss

from

investments

in

the

Statements

of

Operations.

Realized

foreign

exchange

gains

or

losses

arise

from

sales

of

foreign

currencies,

currency

gains

or

losses

realized

between

the

trade

and

settlement

dates

on

securities

transactions

and

the

difference

between

the

recorded

amounts

of

dividends,

interest,

and

foreign

withholding

taxes

and

the

U.S.

dollar

equivalent

of

the

amounts

actually

received

or

paid.

Net

unrealized

foreign

exchange

gains

and

losses

arise

from

changes

in

foreign

exchange

rates

on

foreign

denominated

assets

and

liabilities

other

than

investments

in

securities

held

at

the

end

of

the

reporting

period.

c.

Income

and

Deferred

Taxes

It

is each

Fund's

policy

to

qualify

as

a

regulated

investment

company

under

the

Internal

Revenue

Code. Each

Fund

intends

to

distribute

to

shareholders

substantially

all

of

its

taxable

income

and

net

realized

gains

to

relieve

it

from

federal

income

and

excise

taxes.

As

a

result,

no

provision

for

U.S.

federal

income

taxes

is

required.

The

Funds

may

be

subject

to

foreign

taxation

related

to

income

received,

capital

gains

on

the

sale

of

securities

and

certain

foreign

currency

transactions

in

the

foreign

jurisdictions

in

which

the

Funds

invest.

Foreign

taxes,

if

any,

are

recorded

based

on

the

tax

regulations

and

rates

that

exist

in

the

foreign

markets

in

which

the

Funds

invest.

When

a

capital

gain

tax

is

determined

to

apply,

certain

or

all

Funds

record

an

estimated

deferred

tax

liability

in

an

amount

that

would

be

payable

if

the

securities

were

disposed

of

on

the

valuation

date.

As

a

result

of

several

court

cases,

in

certain

countries

across

the

European

Union,

certain

or

all

Funds

filed

additional

tax

reclaims

for

previously

withheld

taxes

on

dividends

earned

in

those

countries

(EU

reclaims). Income

recognized,

if

any,

for

EU

reclaims

is

reflected

as

other

income

in

the

Statements of

Operations

and

any

related

receivable,

if

any,

is

reflected

as

European

Union

tax

reclaims

in

the

Statements

of

Assets

and

Liabilities.

When

uncertainty

1.

Organization

and

Significant

Accounting

Policies

(continued)

a.

Financial

Instrument

Valuation 

(continued)

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

(unaudited)

51

franklintempleton.com

Semiannual

Report

exists

as

to

the

ultimate

resolution

of

these

proceedings,

the

likelihood

of

receipt

of

these

EU

reclaims,

and

the

potential

timing

of

payment,

no

amounts

are

reflected

in

the

financial

statements.

For

U.S.

income

tax

purposes,

EU

reclaims

received

by

the

Funds,

if

any,

reduce

the

amount

of

foreign

taxes

Fund

shareholders

can

use

as

tax

deductions

or

credits

on

their

income

tax

returns.

Each

Fund

may

recognize

an

income

tax

liability

related

to

its

uncertain

tax

positions

under

U.S.

GAAP

when

the

uncertain

tax

position

has

a

less

than

50%

probability

that

it

will

be

sustained

upon

examination

by

the

tax

authorities

based

on

its

technical

merits.

As

of

April

30,

2021, each

Fund

has

determined

that

no

tax

liability

is

required

in

its

financial

statements

related

to

uncertain

tax

positions

for

any

open

tax

years

(or

expected

to

be

taken

in

future

tax

years).

Open

tax

years

are

those

that

remain

subject

to

examination

and

are

based

on

the

statute

of

limitations

in

each

jurisdiction

in

which

the

Fund

invests. 

d.

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.

Amortization

of

premium

and

accretion

of

discount

on

debt

securities

are

included

in

interest

income.

Dividend

income

is

recorded

on

the

ex-dividend

date

except

for

certain

dividends

from

securities

where

the

dividend

rate

is

not

available.

In

such

cases,

the

dividend

is

recorded

as

soon

as

the

information

is

received

by

the

Funds.

Distributions

to shareholders

are

recorded

on

the

ex-dividend

date.

Distributable

earnings

are

determined

according

to

income

tax

regulations

(tax

basis)

and

may

differ

from

earnings

recorded

in

accordance

with

U.S.

GAAP.

These

differences

may

be

permanent

or

temporary.

Permanent

differences

are

reclassified

among

capital

accounts

to

reflect

their

tax

character.

These

reclassifications

have

no

impact

on

net

assets

or

the

results

of

operations.

Temporary

differences

are

not

reclassified,

as

they

may

reverse

in

subsequent

periods.

Common

expenses

incurred

by

the

Trust

are

allocated

among

the

Funds

based

on

the

ratio

of

net

assets

of

each

Fund

to

the

combined

net

assets

of

the

Trust

or

based

on

the

ratio

of

number

of

shareholders

of

each

Fund

to

the

combined

number

of

shareholders

of

the

Trust.

Fund

specific

expenses

are

charged

directly

to

the

Fund

that

incurred

the

expense.

Realized

and

unrealized

gains

and

losses

and

net

investment

income,

excluding

class

specific

expenses,

are

allocated

daily

to

each

class

of

shares

based

upon

the

relative

proportion

of

net

assets

of

each

class.

Differences

in

per

share

distributions

by

class

are

generally

due

to

differences

in

class

specific

expenses.

e.

Accounting

Estimates

The

preparation

of

financial

statements

in

accordance

with

U.S.

GAAP

requires

management

to

make

estimates

and

assumptions

that

affect

the

reported

amounts

of

assets

and

liabilities

at

the

date

of

the

financial

statements

and

the

amounts

of

income

and

expenses

during

the

reporting

period.

Actual

results

could

differ

from

those

estimates.

f.

Guarantees

and

Indemnifications

Under

the

Trust's

organizational

documents,

its

officers

and

trustees

are

indemnified

by

the

Trust

against

certain

liabilities

arising

out

of

the

performance

of

their

duties

to

the

Trust.

Additionally,

in

the

normal

course

of

business,

the

Trust,

on

behalf

of

the

Funds,

enters

into

contracts

with

service

providers

that

contain

general

indemnification

clauses.

The

Trust's

maximum

exposure

under

these

arrangements

is

unknown

as

this

would

involve

future

claims

that

may

be

made

against

the

Trust

that

have

not

yet

occurred.

Currently,

the

Trust

expects

the

risk

of

loss

to

be

remote.

1.

Organization

and

Significant

Accounting

Policies

(continued)

c.

Income

and

Deferred

Taxes

(continued)

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

(unaudited)

52

franklintempleton.com

Semiannual

Report

2.

Shares

of

Beneficial

Interest

At

April

30,

2021,

there

were

an

unlimited

number

of

shares

authorized

(without

par

value).

Transactions

in

the

Funds'

shares

were

as

follows:

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Value

Fund

Shares

Amount

Shares

Amount

Class

A

Class

A

Shares:

Six

Months

ended

April

30,

2021

Shares

sold

a

...................................

766,328

$23,479,720

2,119,479

$74,642,585

Shares

issued

in

reinvestment

of

distributions

..........

226,581

5,893,373

660,772

20,853,982

Shares

redeemed

...............................

(494,898)

(13,643,238)

(2,953,807)

(99,459,565)

Net

increase

(decrease)

..........................

498,011

$15,729,855

(173,556)

$(3,962,998)

Year

ended

October

31,

2020

Shares

sold

a

...................................

428,347

$9,501,219

2,819,939

$79,041,978

Shares

issued

in

reinvestment

of

distributions

..........

830,982

21,572,312

1,561,575

52,656,311

Shares

redeemed

...............................

(1,916,035)

(43,313,223)

(6,123,604)

(174,288,669)

Net

increase

(decrease)

..........................

(656,706)

$(12,239,692)

(1,742,090)

$(42,590,380)

Class

C

Class

C

Shares:

Six

Months

ended

April

30,

2021

Shares

sold

...................................

—

$—

121,115

$4,117,291

Shares

issued

in

reinvestment

of

distributions

..........

—

—

18,229

549,596

Shares

redeemed

a

..............................

—

—

(133,232)

(4,347,455)

Net

increase

(decrease)

..........................

—

$—

6,112

$319,432

Year

ended

October

31,

2020

Shares

sold

...................................

—

$—

96,058

$2,582,107

Shares

issued

in

reinvestment

of

distributions

..........

—

—

59,874

1,930,328

Shares

redeemed

a

..............................

—

—

(382,275)

(10,121,708)

Net

increase

(decrease)

..........................

—

$—

(226,343)

$(5,609,273)

Class

R

Class

R

Shares:

Six

Months

ended

April

30,

2021

Shares

sold

...................................

—

$—

9,630

$338,505

Shares

issued

in

reinvestment

of

distributions

..........

—

—

5,464

173,376

Shares

redeemed

...............................

—

—

(13,092)

(421,304)

Net

increase

(decrease)

..........................

—

$—

2,002

$90,577

Year

ended

October

31,

2020

Shares

sold

...................................

—

$—

22,465

$639,551

Shares

issued

in

reinvestment

of

distributions

..........

—

—

14,301

484,796

Shares

redeemed

...............................

—

—

(70,324)

(2,114,644)

Net

increase

(decrease)

..........................

—

$—

(33,558)

$(990,297)

Class

R6

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

(unaudited)

53

franklintempleton.com

Semiannual

Report

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Value

Fund

Shares

Amount

Shares

Amount

Class

R6

Shares:

Six

Months

ended

April

30,

2021

Shares

sold

...................................

213,311

$6,235,319

110,531

$3,969,306

Shares

issued

in

reinvestment

of

distributions

..........

4,822

127,434

37,469

1,229,343

Shares

redeemed

...............................

(133,143)

(3,930,576)

(182,815)

(6,444,271)

Net

increase

(decrease)

..........................

84,990

$2,432,177

(34,815)

$(1,245,622)

Year

ended

October

31,

2020

Shares

sold

...................................

283,278

$6,707,316

249,050

$7,046,896

Shares

issued

in

reinvestment

of

distributions

..........

14,928

393,344

79,333

2,776,662

Shares

redeemed

...............................

(390,000)

(8,474,325)

(368,427)

(10,849,980)

Net

increase

(decrease)

..........................

(91,794)

$(1,373,665)

(40,044)

$(1,026,422)

Advisor

Class

Advisor

Class

Shares:

Six

Months

ended

April

30,

2021

Shares

sold

...................................

401,622

$12,345,214

247,831

$9,173,160

Shares

issued

in

reinvestment

of

distributions

..........

56,507

1,483,316

44,043

1,450,354

Shares

redeemed

...............................

(123,376)

(3,448,160)

(174,229)

(6,241,073)

Net

increase

(decrease)

..........................

334,753

$10,380,370

117,645

$4,382,441

Year

ended

October

31,

2020

Shares

sold

...................................

386,269

$8,110,912

322,101

$9,451,208

Shares

issued

in

reinvestment

of

distributions

..........

148,499

3,890,674

99,129

3,481,418

Shares

redeemed

...............................

(518,374)

(12,310,162)

(556,465)

(16,428,765)

Net

increase

(decrease)

..........................

16,394

$(308,576)

(135,235)

$(3,496,139)

Franklin

Small

Cap

Value

Fund

Shares

Amount

Class

A

Class

A

Shares:

Six

Months

ended

April

30,

2021

Shares

sold

a

...................................

4,561,548

$253,798,955

Shares

issued

in

reinvestment

of

distributions

..........

511,694

25,702,388

Shares

redeemed

...............................

(5,047,965)

(261,465,351)

Net

increase

(decrease)

..........................

25,277

$18,035,992

Year

ended

October

31,

2020

Shares

sold

a

...................................

6,402,049

$258,927,519

Shares

issued

in

reinvestment

of

distributions

..........

1,479,423

71,322,933

Shares

redeemed

...............................

(8,004,098)

(329,059,604)

Net

increase

(decrease)

..........................

(122,626)

$1,190,848

Class

C

2.

Shares

of

Beneficial

Interest

(continued)

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

(unaudited)

54

franklintempleton.com

Semiannual

Report

Franklin

Small

Cap

Value

Fund

Shares

Amount

Class

C

Shares:

Six

Months

ended

April

30,

2021

Shares

sold

...................................

570,670

$27,166,433

Shares

issued

in

reinvestment

of

distributions

..........

41,812

1,803,779

Shares

redeemed

a

..............................

(368,872)

(17,295,156)

Net

increase

(decrease)

..........................

243,610

$11,675,056

Year

ended

October

31,

2020

Shares

sold

...................................

494,796

$17,484,715

Shares

issued

in

reinvestment

of

distributions

..........

161,132

6,706,295

Shares

redeemed

a

..............................

(1,099,019)

(38,887,878)

Net

increase

(decrease)

..........................

(443,091)

$(14,696,868)

Class

R

Class

R

Shares:

Six

Months

ended

April

30,

2021

Shares

sold

...................................

533,294

$29,830,652

Shares

issued

in

reinvestment

of

distributions

..........

50,187

2,493,272

Shares

redeemed

...............................

(479,083)

(25,675,481)

Net

increase

(decrease)

..........................

104,398

$6,648,443

Year

ended

October

31,

2020

Shares

sold

...................................

620,441

$24,909,293

Shares

issued

in

reinvestment

of

distributions

..........

174,103

8,306,474

Shares

redeemed

...............................

(1,162,316)

(47,932,527)

Net

increase

(decrease)

..........................

(367,772)

$(14,716,760)

Class

R6

Class

R6

Shares:

Six

Months

ended

April

30,

2021

Shares

sold

...................................

9,095,026

$538,335,376

Shares

issued

in

reinvestment

of

distributions

..........

263,119

13,990,044

Shares

redeemed

...............................

(2,667,107)

(154,861,215)

Net

increase

(decrease)

..........................

6,691,038

$397,464,205

Year

ended

October

31,

2020

Shares

sold

...................................

7,493,033

$317,962,776

Shares

issued

in

reinvestment

of

distributions

..........

404,768

20,618,886

Shares

redeemed

...............................

(3,313,426)

(144,457,723)

Net

increase

(decrease)

..........................

4,584,375

$194,123,939

Advisor

Class

2.

Shares

of

Beneficial

Interest

(continued)

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

(unaudited)

55

franklintempleton.com

Semiannual

Report

3.

Transactions

with

Affiliates

Franklin

Resources,

Inc.

is

the

holding

company

for

various

subsidiaries

that

together

are

referred

to

as

Franklin

Templeton.

Certain

officers

and

trustees

of

the

Trust

are

also

officers

and/or

directors

of

the

following

subsidiaries:

a.

Management

Fees

Franklin

MicroCap

Value

Fund pays

an

investment

management

fee

to Franklin

Mutual of

0.75%

per

year

of

the

average

daily

net

assets

of

the

Fund. 

Franklin

Mutual

U.S.

Value

Fund

pays

an

investment

management

fee

to

Franklin

Mutual

based

on

the

average

daily

net

assets

of

the

Fund

as

follows:

Franklin

Small

Cap

Value

Fund

Shares

Amount

Advisor

Class

Shares:

Six

Months

ended

April

30,

2021

Shares

sold

...................................

10,324,861

$603,993,304

Shares

issued

in

reinvestment

of

distributions

..........

308,116

16,422,595

Shares

redeemed

...............................

(2,589,080)

(151,585,939)

Net

increase

(decrease)

..........................

8,043,897

$468,829,960

Year

ended

October

31,

2020

Shares

sold

...................................

8,573,228

$364,499,694

Shares

issued

in

reinvestment

of

distributions

..........

492,792

25,181,684

Shares

redeemed

...............................

(4,498,423)

(193,603,322)

Net

increase

(decrease)

..........................

4,567,597

$196,078,056

a

May

include

a

portion

of

Class

C

shares

that

were

automatically

converted

to

Class

A.

Subsidiary

Affiliation

Franklin

Mutual

Advisers,

LLC

(Franklin

Mutual)

Investment

manager

Franklin

Templeton

Services,

LLC

(FT

Services)

Administrative

manager

Franklin

Templeton

Distributors,

Inc.

(Distributors)

Principal

underwriter

Franklin

Templeton

Investor

Services,

LLC

(Investor

Services)

Transfer

agent

Annualized

Fee

Rate

Net

Assets

0.625%

Up

to

and

including

$100

million

0.500%

Over

$100

million,

up

to

and

including

$250

million

0.450%

Over

$250

million,

up

to

and

including

$7.5

billion

0.440%

Over

$7.5

billion,

up

to

and

including

$10

billion

0.430%

Over

$10

billion,

up

to

and

including

$12.5

billion

0.420%

Over

$12.5

billion,

up

to

and

including

$15

billion

0.400%

In

excess

of

$15

billion

2.

Shares

of

Beneficial

Interest

(continued)

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

(unaudited)

56

franklintempleton.com

Semiannual

Report

Franklin

Small

Cap

Value

Fund

pays

an

investment

management

fee

to

Franklin

Mutual

based

on

the

average

daily

net

assets

of

the

Fund

as

follows:

For

the

period

ended

April

30,

2021,

each

Fund's

annualized

gross

effective

investment

management

fee

rate

based

on

average

daily

net

assets

was

as

follows:

b.

Administrative

Fees

Under

an

agreement

with

Franklin

Mutual,

FT

Services

provides

administrative

services

to

the

Funds.

The

fee

is

paid

by

Franklin

Mutual

based

on

each

of

the

Funds'

average

daily

net

assets,

and

is

not

an

additional

expense

of

the

Funds.

c.

Distribution

Fees

The

Board

has

adopted

distribution

plans

for

each

share

class,

with

the

exception

of

Class

R6

and

Advisor

Class

shares,

pursuant

to

Rule

12b-1

under

the

1940

Act.

Under

the

Funds’

Class

A

reimbursement

distribution

plans,

the

Funds

reimburse

Distributors

for

costs

incurred

in

connection

with

the

servicing,

sale

and

distribution

of each

Fund's

shares

up

to

the

maximum

annual

plan

rate.

Under

the

Class

A

reimbursement

distribution

plans,

costs

exceeding

the

maximum

for

the

current

plan

year

cannot

be

reimbursed

in

subsequent

periods.

In

addition,

under

the

Funds’

Class

C

and

R

compensation

distribution

plans,

the

Funds

pay

Distributors

for

costs

incurred

in

connection

with

the

servicing,

sale

and

distribution

of

each

Fund's

shares

up

to

the

maximum

annual

plan

rate

for

each

class.

The

plan

year,

for

purposes

of

monitoring

compliance

with

the

maximum

annual

plan

rates,

is

February

1

through

January

31

for

each

Fund.

The

maximum

annual

plan

rates,

based

on

the

average

daily

net

assets,

for

each

class,

are

as

follows:

For

Franklin

Small

Cap

Value

Fund,

the

Board

has

set

the

current

rate

at

0.25%

per

year

for

Class

A

shares

until

further

notice

and

approval

by

the

Board.

Annualized

Fee

Rate

Net

Assets

0.750%

Up

to

and

including

$500

million

0.625%

Over

$500

million,

up

to

and

including

$1

billion

0.500%

Over

$1

billion,

up

to

and

including

$5

billion

0.490%

In

excess

of

$5

billion

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Value

Fund

Franklin

Small

Cap

Value

Fund

Gross

effective

investment

management

fee

rate

........

0.750%

0.482%

0.550%

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Value

Fund

Franklin

Small

Cap

Value

Fund

Reimbursement

Plans:

Class

A

...............................

0.25%

0.25%

0.35%

Compensation

Plans:

Class

C

...............................

—

1.00%

1.00%

Class

R

...............................

—

0.50%

0.50%

3.

Transactions

with

Affiliates

(continued)

a.

Management

Fees

(continued)

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

(unaudited)

57

franklintempleton.com

Semiannual

Report

d.

Sales

Charges/Underwriting

Agreements

Front-end

sales

charges

and

contingent

deferred

sales

charges

(CDSC)

do

not

represent

expenses

of

the

Funds.

These

charges

are

deducted

from

the

proceeds

of

sales

of

fund

shares

prior

to

investment

or

from

redemption

proceeds

prior

to

remittance,

as

applicable.

Distributors

has

advised

the

Funds

of

the

following

commission

transactions

related

to

the

sales

and

redemptions

of

the

Funds'

shares

for

the

period:

e.

Transfer

Agent

Fees

Each

class

of

shares

pays

transfer

agent

fees

to

Investor

Services

for

its

performance

of

shareholder

servicing

obligations.

The

fees

are

based

on

an

annualized

asset

based

fee

of

0.02%

plus

a

transaction

based

fee.

In

addition,

each

class

reimburses

Investor

Services

for

out

of

pocket

expenses

incurred

and,

except

for

Class

R6,

reimburses

shareholder

servicing

fees

paid

to

third

parties.

These

fees

are

allocated

daily

based

upon

their

relative

proportion

of

such

classes'

aggregate

net

assets.

Class

R6

pays

Investor

Services

transfer

agent

fees

specific

to

that

class.

For

the

period

ended

April

30,

2021,

the

Funds

paid

transfer

agent

fees

as

noted

in

the

Statements

of

Operations

of

which

the

following

amounts

were

retained

by

Investor

Services:

f.

Investments

in

Affiliated

Management

Investment

Companies

Certain

or

all

Funds

invest

in

one

or

more

affiliated

management

investment

companies.

As

defined

in

the

1940

Act,

an

investment

is

deemed

to

be

a

“Controlled

Affiliate”

of

a

fund

when

a

fund

owns,

either

directly

or

indirectly,

25%

or

more

of

the

affiliated

fund’s

outstanding

shares

or

has

the

power

to

exercise

control

over

management

or

policies

of

such

fund.

The

Funds

do

not

invest

for

purposes

of

exercising

a

controlling

influence

over

the

management

or

policies.

Management

fees

paid

by

the

Funds

are

waived

on

assets

invested

in

the

affiliated

management

investment

companies,

as

noted

in

the

Statements

of

Operations,

in

an

amount

not

to

exceed

the

management

and

administrative

fees

paid

directly

or

indirectly

by

each

affiliate.

During

the

period

ended

April

30,

2021,

investments

in

affiliated

management

investment

companies

were

as

follows:

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Value

Fund

Franklin

Small

Cap

Value

Fund

Sales

charges

retained

net

of

commissions

paid

to

unaffiliated

brokers/dealers

..................

$16,379

$29,868

$116,320

CDSC

retained

...........................

$27

$1,145

$7,693

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Value

Fund

Franklin

Small

Cap

Value

Fund

Transfer

agent

fees

........................

$49,104

$221,091

$1,208,295

    aa

Value

at

Beginning

of

Period

Purchases

Sales

Realized

Gain

(Loss)

Net

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

End

of

Period

Number

of

Shares

Held

at

End

of

Period

Investment

Income

a      

a  

a  

a  

a  

a  

a  

a  

Franklin

MicroCap

Value

Fund

Non-Controlled

Affiliates

Dividends

Institutional

Fiduciary

Trust

-

Money

Market

Portfolio,

0.01%

.......

$2,721,839

$26,614,509

$(21,799,666)

$—

$—

$7,536,682

7,536,682

$171

Total

Affiliated

Securities

....

$2,721,839

$26,614,509

$(21,799,666)

$—

$—

$7,536,682

$171

3.

Transactions

with

Affiliates

(continued)

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

(unaudited)

58

franklintempleton.com

Semiannual

Report

g.

Waiver

and

Expense

Reimbursements

Investor

Services

has

contractually

agreed

in

advance

to

waive

or

limit

its

fees

so

that

the

Class

R6

transfer

agent

fees

do

not

exceed

0.03%

based

on

the

average

net

assets

of

the

class

until

February

28,

2022.

4.

Expense

Offset

Arrangement

The

Funds

have entered

into

an

arrangement

with

their

custodian

whereby

credits

realized

as

a

result

of

uninvested

cash

balances

are

used

to

reduce

a

portion

of

the

Funds'

custodian

expenses.

During

the period

ended

April

30,

2021, the

custodian

fees

were

reduced

as

noted

in

the

Statements

of

Operations.

5.

Income

Taxes

For

tax

purposes,

capital

losses

may

be

carried

over

to

offset

future

capital

gains. 

At

October

31,

2020,

the

capital

loss

carryforwards

were

as

follows:

    aa

Value

at

Beginning

of

Period

Purchases

Sales

Realized

Gain

(Loss)

Net

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

End

of

Period

Number

of

Shares

Held

at

End

of

Period

Investment

Income

Franklin

Mutual

U.S.

Value

Fund

Non-Controlled

Affiliates

Dividends

Institutional

Fiduciary

Trust

-

Money

Market

Portfolio,

0.01%

.......

$21,438,515

$97,531,862

$(88,736,920)

$—

$—

$30,233,457

30,233,457

$497

Total

Affiliated

Securities

....

$21,438,515

$97,531,862

$(88,736,920)

$—

$—

$30,233,457

$497

Franklin

Small

Cap

Value

Fund

Non-Controlled

Affiliates

Dividends

Institutional

Fiduciary

Trust

-

Money

Market

Portfolio,

0.01%

.......

$67,492,583

$491,011,064

$(518,163,421)

$—

$—

$40,340,226

40,340,226

$1,162

Total

Affiliated

Securities

....

$67,492,583

$491,011,064

$(518,163,421)

$—

$—

$40,340,226

$1,162

Franklin

Mutual

U.S.

Value

Fund

1

1

Capital

loss

carryforwards

not

subject

to

expiration:

Short

term

.............................

$

33,039,100

Long

term

.............................

18,056,763

Total

capital

loss

carryforwards

............

$51,095,863

3.

Transactions

with

Affiliates

(continued)

f.

Investments

in

Affiliated

Management

Investment

Companies

(continued)

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

(unaudited)

59

franklintempleton.com

Semiannual

Report

At

April

30,

2021,

the

cost

of

investments

and

net

unrealized

appreciation

(depreciation)

for

income

tax

purposes

were

as

follows:

Differences

between

income

and/or

capital

gains

as

determined

on

a

book

basis

and

a

tax

basis

are

primarily

due

to

differing

treatments

of

defaulted

securities

and

wash

sales.

6.

Investment

Transactions

Purchases

and

sales

of

investments

(excluding

short

term

securities)

for

the

period

ended

April

30,

2021,

were

as

follows:

7.

Novel

Coronavirus

Pandemic 

The

global

outbreak

of

the

novel

coronavirus

disease,

known

as

COVID-19, has

caused

adverse

effects

on

many

companies,

sectors,

nations,

regions

and

the

markets

in

general, and

may

continue for

an unpredictable duration.

The

effects

of

this

pandemic

may

materially

impact

the

value

and

performance

of

the

Funds, their ability

to

buy

and

sell

fund

investments

at

appropriate

valuations

and their ability

to

achieve their investment

objectives.

8.

Holdings

of

5%

Voting

Securities

of

Portfolio

Companies

The

1940

Act

defines

"affiliated

companies"

to

include

investments

in

portfolio

companies

in

which

a

fund

owns

5%

or

more

of

the

outstanding

voting

securities.

Additionally,

as

defined

in

the

1940

Act,

an

investment

is

deemed

to

be

a

“Controlled

Affiliate”

of

a

fund

when

a

fund

owns,

either

directly

or

indirectly,

25%

or

more

of

the

affiliated

companies’

outstanding

shares

or

has

the

power

to

exercise

control

over

management

or

policies

of

such

company.

During

the

period

ended

April

30,

2021,

investments

in

“affiliated

companies”

were

as

follows:

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Value

Fund

Franklin

Small

Cap

Value

Fund

a

a

a

a

Cost

of

investments

.......................

$123,130,259

$620,571,243

$3,513,354,924

Unrealized

appreciation

.....................

$103,181,155

$254,097,205

$1,194,586,610

Unrealized

depreciation

.....................

(5,444,930)

(12,412,067)

(33,466,708)

Net

unrealized

appreciation

(depreciation)

.......

$97,736,225

$241,685,138

$1,161,119,902

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Value

Fund

Franklin

Small

Cap

Value

Fund

Purchases

..............................

$35,784,559

$161,398,161

$1,707,363,678

Sales

..................................

$19,177,990

$190,992,948

$802,256,317

5.

Income

Taxes

(continued)

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

(unaudited)

60

franklintempleton.com

Semiannual

Report

9.

Credit

Facility

The

Funds,

together

with

other

U.S.

registered

and

foreign

investment

funds

(collectively,

Borrowers),

managed

by

Franklin

Templeton,

are

borrowers

in

a

joint

syndicated

senior

unsecured

credit

facility

totaling

$2.675

billion

(Global

Credit

Facility)

which

matures

on

February

4,

2022.

This

Global

Credit

Facility

provides

a

source

of

funds

to

the

Borrowers

for

temporary

and

emergency

purposes,

including

the

ability

to

meet

future

unanticipated

or

unusually

large

redemption

requests. 

Under

the

terms

of

the

Global

Credit

Facility,

the

Funds

shall,

in

addition

to

interest

charged

on

any

borrowings

made

by

the

Funds

and

other

costs

incurred

by

the

Funds,

pay

their

share

of

fees

and

expenses

incurred

in

connection

with

the

implementation

and

maintenance

of

the

Global

Credit

Facility,

based

upon

their

relative

share

of

the

aggregate

net

assets

of

all

of

the

Borrowers,

including

an

annual

commitment

fee

of

0.15%

based

upon

the

unused

portion

of

the

Global

Credit

Facility.

These

fees

are

reflected

in

other

expenses

in

the

Statements

of

Operations.

During

the

period ended

April

30,

2021,

the

Funds

did

not

use

the

Global

Credit

Facility.

10.

Fair

Value

Measurements

The Funds

follow

a

fair

value

hierarchy

that

distinguishes

between

market

data

obtained

from

independent

sources

(observable

inputs)

and

the Funds'

own

market

assumptions

(unobservable

inputs).

These

inputs

are

used

in

determining

the

value

of

the Funds' financial

instruments

and

are

summarized

in

the

following

fair

value

hierarchy:

Level

1

–

quoted

prices

in

active

markets

for

identical

financial

instruments

Level

2

–

other

significant

observable

inputs

(including

quoted

prices

for

similar

financial

instruments,

interest

rates,

prepayment

speed,

credit

risk,

etc.)

Level

3

–

significant

unobservable

inputs

(including

the Funds'

own

assumptions

in

determining

the

fair

value

of

financial

instruments)

Value

at

Beginning

of

Period

Purchases

Sales

Realized

Gain

(Loss)

Net

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

End

of

Period

Number

of

Shares

Held

at

End

of

Period

Investment

Income

Franklin

Small

Cap

Value

Fund

Non-Controlled

Affiliates

Dividends

Argan

,

Inc

..........

$

11,594,697

$

39,231,398

$

—

$

—

$

2,129,597

$

52,955,692

1,055,946

$

886,834

Denny's

Corp

.......

10,968,662

51,641,103

—

—

29,629,493

92,239,258

4,870,077

—

First

of

Long

Island

Corp.

(The)

...........

18,988,250

—

—

—

7,211,352

26,199,602

1,230,606

467,630

Great

Lakes

Dredge

&

Dock

Corp

........

—

47,758,940

—

—

3,400,593

51,159,533

3,258,569

—

Greenbrier

Cos.,

Inc.

(The)

48,148,697

39,717,255

(2,840,823)

(330,077)

39,121,271

123,816,323

2,621,006

1,721,765

Wabash

National

Corp

.

39,682,215

—

(48,079,519)

16,853,603

(8,456,299)

—

a

—

154,565

Total

Affiliated

Securities

(Value

is

7.4%

of

Net

Assets)

..........

$129,382,521

$178,348,696

$(50,920,342)

$16,523,526

$73,036,007

$346,370,408

$3,230,794

a

As

of

April

30,

2021,

no

longer

held

by

the

fund.

8.

Holdings

of

5%

Voting

Securities

of

Portfolio

Companies

(continued)

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

(unaudited)

61

franklintempleton.com

Semiannual

Report

The

input

levels

are

not

necessarily

an

indication

of

the

risk

or

liquidity

associated

with

financial

instruments

at

that

level.

A

summary

of

inputs

used

as

of

April

30,

2021,

in

valuing

the

Funds'

assets

carried

at

fair

value,

is

as

follows:

Level

1

Level

2

Level

3

Total

Franklin

MicroCap

Value

Fund

Assets:

Investments

in

Securities:

a

Common

Stocks

........................

$

213,329,802

$

—

$

—

$

213,329,802

Short

Term

Investments

...................

7,536,682

—

—

7,536,682

Total

Investments

in

Securities

...........

$220,866,484

$—

$—

$220,866,484

Franklin

Mutual

U.S.

Value

Fund

Assets:

Investments

in

Securities:

Common

Stocks

:

Aerospace

&

Defense

...................

18,684,160

—

—

18,684,160

Automobiles

..........................

15,260,574

—

—

15,260,574

Banks

...............................

97,859,539

—

—

97,859,539

Building

Products

......................

24,537,024

—

—

24,537,024

Chemicals

...........................

15,828,501

—

—

15,828,501

Commercial

Services

&

Supplies

...........

9,342,516

—

—

9,342,516

Consumer

Finance

.....................

21,407,888

—

—

21,407,888

Diversified

Financial

Services

.............

21,268,352

—

—

21,268,352

Electric

Utilities

........................

37,983,429

—

—

37,983,429

Electrical

Equipment

....................

9,119,310

—

—

9,119,310

Electronic

Equipment,

Instruments

&

Components

........................

8,563,477

—

—

8,563,477

Energy

Equipment

&

Services

.............

12,342,915

—

—

12,342,915

Entertainment

.........................

13,374,838

—

—

13,374,838

Equity

Real

Estate

Investment

Trusts

(REITs)

.

38,332,222

—

—

38,332,222

Food

Products

........................

46,349,446

—

—

46,349,446

Health

Care

Equipment

&

Supplies

.........

13,720,416

—

—

13,720,416

Health

Care

Providers

&

Services

..........

39,711,791

—

—

39,711,791

Household

Durables

....................

18,747,147

—

—

18,747,147

Independent

Power

and

Renewable

Electricity

Producers

..........................

10,908,222

—

—

10,908,222

Industrial

Conglomerates

................

20,030,304

—

—

20,030,304

Insurance

............................

45,583,387

—

—

45,583,387

IT

Services

...........................

12,880,080

—

—

12,880,080

Machinery

............................

18,141,894

—

—

18,141,894

Media

...............................

41,037,387

—

—

41,037,387

Metals

&

Mining

.......................

8,094,052

—

—

8,094,052

Oil,

Gas

&

Consumable

Fuels

.............

20,669,814

—

—

20,669,814

Pharmaceuticals

.......................

64,471,320

15,815,556

—

80,286,876

Software

.............................

45,542,600

—

—

45,542,600

Specialty

Retail

........................

11,065,720

—

—

11,065,720

Technology

Hardware,

Storage

&

Peripherals

.

16,423,735

—

—

16,423,735

Textiles,

Apparel

&

Luxury

Goods

..........

15,460,335

—

—

15,460,335

Wireless

Telecommunication

Services

.......

18,669,969

—

—

18,669,969

Corporate

Bonds

........................

—

4,795,004

—

4,795,004

Short

Term

Investments

...................

30,233,457

—

—

30,233,457

Total

Investments

in

Securities

...........

$841,645,821

$20,610,560

b

$—

$862,256,381

Franklin

Small

Cap

Value

Fund

Assets:

Investments

in

Securities:

Common

Stocks

:

Aerospace

&

Defense

...................

—

79,821,510

—

79,821,510

10.

Fair

Value

Measurements

(continued)

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

(unaudited)

62

franklintempleton.com

Semiannual

Report

11.

New

Accounting

Pronouncements

In

March

2020,

the

Financial

Accounting

Standards

Board

issued

Accounting

Standards

Update

(ASU)

No.

2020-04,

Reference

Rate

Reform

(Topic

848)

–

Facilitation

of

the

Effects

of

Reference

Rate

Reform

on

Financial

Reporting.

The

amendments

in

the

ASU

provides

optional

temporary

financial

reporting

relief

from

the

effect

of

certain

types

of

contract

modifications

due

to

the

planned

discontinuation

of

the

London

Interbank

Offered

Rate

and

other

interbank-offered

based

reference

rates

as

of

the

end

of

2021.

The

ASU

is

effective

for

certain

reference

rate-related

contract

modifications

that

occur

during

the

period

March

12,

2020

through

December

31,

2022. Management

has

reviewed

the

requirements

and

believes

the

adoption

of

this

ASU

will

not

have

a

material

impact

on

the

financial

statements.

Level

1

Level

2

Level

3

Total

Franklin

Small

Cap

Value

Fund

(continued)

Assets:

(continued)

Investments

in

Securities:

Common

Stocks:

Auto

Components

......................

$

21,640,101

$

—

$

—

$

21,640,101

Automobiles

..........................

60,430,046

—

—

60,430,046

Banks

...............................

542,119,669

—

—

542,119,669

Building

Products

......................

195,556,060

—

—

195,556,060

Chemicals

...........................

436,883,941

—

—

436,883,941

Communications

Equipment

..............

68,617,803

—

—

68,617,803

Construction

&

Engineering

...............

199,144,583

—

—

199,144,583

Construction

Materials

..................

92,709,126

—

—

92,709,126

Electric

Utilities

........................

27,312,662

—

—

27,312,662

Electrical

Equipment

....................

38,869,724

—

—

38,869,724

Electronic

Equipment,

Instruments

&

Components

........................

114,315,813

—

—

114,315,813

Energy

Equipment

&

Services

.............

19,518,179

—

—

19,518,179

Equity

Real

Estate

Investment

Trusts

(REITs)

.

32,458,539

—

—

32,458,539

Food

&

Staples

Retailing

.................

7,076,443

—

—

7,076,443

Food

Products

........................

20,602,863

85,055,654

—

105,658,517

Gas

Utilities

..........................

5,757,106

—

—

5,757,106

Health

Care

Equipment

&

Supplies

.........

157,983,507

—

—

157,983,507

Hotels,

Restaurants

&

Leisure

.............

305,020,147

—

—

305,020,147

Household

Durables

....................

5,040,407

—

—

5,040,407

Insurance

............................

470,682,240

—

—

470,682,240

Leisure

Products

.......................

112,637,732

—

—

112,637,732

Machinery

............................

776,374,228

—

—

776,374,228

Metals

&

Mining

.......................

28,264,912

—

—

28,264,912

Multi-Utilities

..........................

53,005,129

—

—

53,005,129

Oil,

Gas

&

Consumable

Fuels

.............

160,194,098

—

—

160,194,098

Paper

&

Forest

Products

.................

15,302,058

—

—

15,302,058

Professional

Services

...................

51,048,888

6,814,057

—

57,862,945

Software

.............................

87,358,203

44,275,827

—

131,634,030

Specialty

Retail

........................

89,231,838

69,958,293

—

159,190,131

Textiles,

Apparel

&

Luxury

Goods

..........

66,651,528

—

—

66,651,528

Thrifts

&

Mortgage

Finance

...............

11,992,211

—

—

11,992,211

Trading

Companies

&

Distributors

..........

74,409,475

—

—

74,409,475

Short

Term

Investments

...................

40,340,226

—

—

40,340,226

Total

Investments

in

Securities

...........

$4,388,549,485

$285,925,341

c

$—

$4,674,474,826

a

For

detailed

categories,

see

the

accompanying

Statement

of

Investments.

b

Includes

foreign

securities

valued

at

$15,815,556,

which

were

categorized

as

Level

2

as

a

result

of

the

application

of

market

level

fair

value

procedures.

See

the

Financial

Instrument

Valuation

note

for

more

information.

c

Includes

foreign

securities

valued

at

$285,925,341,

which

were

categorized

as

Level

2

as

a

result

of

the

application

of

market

level

fair

value

procedures.

See

the

Financial

Instrument

Valuation

note

for

more

information.

10.

Fair

Value

Measurements

(continued)

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

(unaudited)

63

franklintempleton.com

Semiannual

Report

12.

Subsequent

Events

The

Funds

have

evaluated

subsequent

events

through

the

issuance

of

the

financial

statements

and

determined

that

no

events

have

occurred

that

require

disclosure

other

than

those

already

disclosed

in

the

financial

statements.

Abbreviations

Selected

Portfolio

ADR

American

Depositary

Receipt

Franklin

Value

Investors

Trust

Shareholder

Information

64

franklintempleton.com

Semiannual

Report

Proxy

Voting

Policies

and

Procedures

The

Trust’s

investment

manager

has

established

Proxy

Voting

Policies

and

Procedures

(Policies)

that

the

Trust

uses

to

determine

how

to

vote

proxies

relating

to

portfolio

securities.

Shareholders

may

view

the

Trust’s

complete

Policies

online

at

franklintempleton.com.

Alternatively,

shareholders

may

request

copies

of

the

Policies

free

of

charge

by

calling

the

Proxy

Group

collect

at

(954)

527-

7678

or

by

sending

a

written

request

to:

Franklin

Templeton

Companies,

LLC,

300

S.E.

2nd

Street,

Fort

Lauderdale,

FL

33301,

Attention:

Proxy

Group.

Copies

of

the

Trust’s

proxy

voting

records

are

also

made

available

online

at

franklintempleton.com

and

posted

on

the

U.S.

Securities

and

Exchange

Commission’s

website

at

sec.gov

and

reflect

the

most

recent

12-month

period

ended

June

30.

Quarterly

Statement

of

Investments

The

Trust

files

a

complete

statement

of

investments

with

the

U.S.

Securities

and

Exchange

Commission

for

the

first

and

third

quarters

for

each

fiscal

year

as

an

exhibit

to

its

report

on

Form

N-PORT.

Shareholders

may

view

the

filed

Form

N-PORT

by

visiting

the

Commission’s

website

at

sec.

gov.

The

filed

form

may

also

be

viewed

and

copied

at

the

Commission’s

Public

Reference

Room

in

Washington,

DC.

Information

regarding

the

operations

of

the

Public

Reference

Room

may

be

obtained

by

calling

(800)

SEC-0330.

Householding

of

Reports

and

Prospectuses

You

will

receive,

or

receive

notice

of

the

availability

of,

each

Fund’s

financial

reports

every

six

months.

In

addition,

you

will

receive

an

annual

updated

summary

prospectus

(detail

prospectus

available

upon

request).

To

reduce

Fund

expenses,

we

try

to

identify

related

shareholders

in

a

household

and

send

only

one

copy

of

the

financial

reports

(to

the

extent

received

by

mail)

and

summary

prospectus.

This

process,

called

“householding,”

will

continue

indefinitely

unless

you

instruct

us

otherwise.

If

you

prefer

not

to

have

these

documents

householded,

please

call

us

at

(800)

632-2301.

At

any

time

you

may

view

current

prospectuses/

summary

prospectuses

and

financial

reports

on

our

website.

If

you

choose,

you

may

receive

these

documents

through

electronic

delivery.

FVIT

S

06/21

©

2021

Franklin

Templeton

Investments.

All

rights

reserved.

Authorized

for

distribution

only

when

accompanied

or

preceded

by

a

summary

prospectus

and/or

prospectus.

Investors

should

carefully

consider

a

fund’s

investment

goals,

risks,

charges

and

expenses

before

investing.

A

prospectus

contains

this

and

other

information;

please

read

it

carefully

before

investing.

To

help

ensure

we

provide

you

with

quality

service,

all

calls

to

and

from

our

service

areas

are

monitored

and/or

recorded.

Semiannual

Report

and

Shareholder

Letter

Franklin

Value

Investors

Trust

Investment

Manager

Distributor

Shareholder

Services

Franklin

Mutual

Advisers,

LLC

Franklin

Templeton

Distributors,

Inc.

(800)

DIAL

BEN

®

/

342-5236

franklintempleton.com

(800)

632-2301

Item 2. Code of Ethics.

(a) The Registrant has adopted a code of ethics that applies to its principal executive officers and principal financial and accounting officer. 

(c) N/A

(d) N/A

(f) Pursuant to Item 13(a)(1), the Registrant is attaching as an exhibit a copy of its code of ethics that applies to its principal executive officers and principal financial and accounting officer.

Item 3. Audit Committee Financial Expert.

(a)(1) The Registrant has an audit committee financial expert serving on its audit committee.

(2) The audit committee financial experts are Edward I. Altman, David W. Niemiec and Ann Torre Bates and they are "independent" as defined under the relevant Securities and Exchange Commission Rules and Releases.

Item 4.

Principal Accountant Fees and Services.       N/A

Item 5. Audit Committee of Listed Registrants.        N/A

Item 6. Schedule of Investments.                      N/A

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

    N/A

Item 8. Portfolio Managers of Closed-End Management Investment Companies.                                     N/A

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and

Affiliated Purchasers. N/A

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant's Board of Trustees that would require disclosure herein.

Item 11. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures.

The Registrant maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the Registrant’s filings under the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940 is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission. Such information is accumulated and communicated to the Registrant’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Registrant’s management, including the principal executive officer and the principal financial officer, recognizes that any set of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Within 90 days prior to the filing date of this Shareholder Report on Form N-CSR, the Registrant had carried out an evaluation, under the supervision and with the participation of the Registrant’s management, including the Registrant’s principal executive officer and the Registrant’s principal financial officer, of the effectiveness of the design and operation of the Registrant’s disclosure controls and procedures. Based on such evaluation, the Registrant’s principal executive officer and principal financial officer concluded that the Registrant’s disclosure controls and procedures are effective.

(b) Changes in Internal Controls.

There have been no changes in the Registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect the internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Company.            N/A

Item 13. Exhibits.

(a)(1) Code of Ethics

codeofethics

(a)(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Matthew T. Hinkle, Chief Executive Officer - Finance and Administration, and Robert G. Kubilis, Chief Financial Officer and Chief Accounting Officer

section302

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Matthew T. Hinkle, Chief Executive Officer - Finance and Administration, and Robert G. Kubilis, Chief Financial Officer and Chief Accounting Officer

section906

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FRANKLIN

VALUE INVESTORS TRUST

By

S\Matthew T. Hinkle

______________

Matthew T. Hinkle

Chief Executive Officer – Finance and Administration

Date June 25, 2021

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By

S\Matthew T. Hinkle

______________

Matthew T. Hinkle

Chief Executive Officer – Finance and Administration

Date June 25, 2021

By S\Robert G. Kubilis_____________

     Robert G. Kubilis

     Chief Financial Officer and Chief Accounting Officer

Date June 25, 2021