SCHEDULE 14A INFORMATION
                    Proxy Statement Pursuant to Section 14(a)
                     of the Securities Exchange Act of 1934


Filed by the Registrant                                        [X]
Filed by a Party other than the Registrant                     [ ]
Check the appropriate box:

[ ]  Preliminary Proxy Statement
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[ ]  Soliciting Material Pursuant to (section)240-14a-11(c) or
     (section)240-14a-12

                      Franklin Property Resources Equity Trust 
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                (Name of Registrant as Specified In its Charter)

                      Fraklin Property Resources Equity Trust
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                   (Name of Person(s) Filing Proxy Statement)


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    Rule  14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11

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                       PROPERTY RESOURCES EQUITY TRUST
                        777 MARINERS ISLAND BOULEVARD
                             SAN MATEO, CA 94404
                                (415) 312-3000

                   NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                           TO BE HELD JUNE 5, 1997

Dear Shareholder:

Notice is hereby  given that the Annual  Meeting of  Shareholders  of Property
Resources  Equity  Trust will be held on June 5, 1997,  at 3:00 p.m.,  Pacific
time, at the Company's  principal  executive  offices  located at 1800 Gateway
Drive, San Mateo, California for the following purposes:

      1.    To elect a Board of Directors of the Company.

      2.    To ratify or reject the  selection  of  Coopers & Lybrand  L.L.P.,
            independent  accountants,  as the auditors for the Company for the
            fiscal year ending December 31, 1997.

      3.    To transact  such other  business as may properly  come before the
            meeting or any adjournments thereof.

Pursuant to the Company's  Bylaws,  the Board of Directors has fixed the close
of business on April 14,  1997,  as the record date for the  determination  of
shareholders  entitled  to  notice  of  and  to  vote  at  the  meeting.  Only
shareholders  of record at that time will be  entitled  to vote at the meeting
or any adjournment thereof.

You are  cordially  invited to attend the meeting in person.  Even if you plan
to attend the Annual  Meeting,  please  complete,  date,  sign, and return the
enclosed proxy promptly in the enclosed  self-addressed,  stamped envelope. If
you attend and wish to withdraw your proxy, you may vote personally.

Dated: April 22, 1997                    By Order of the Board of Directors,

                                          Richard S. Barone
                                          Secretary


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

                    PLEASE RETURN YOUR PROXY CARD PROMPTLY

==============================================================================
           YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN
==============================================================================

SHAREHOLDERS ARE CORDIALLY  INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. IF
YOU DO  NOT  EXPECT  TO  ATTEND  THE  MEETING,  PLEASE  INDICATE  YOUR  VOTING
INSTRUCTIONS  ON THE ENCLOSED  PROXY CARD,  DATE AND SIGN IT, AND RETURN IT IN
THE ENVELOPE  PROVIDED,  WHICH IS ADDRESSED FOR YOUR  CONVENIENCE AND NEEDS NO
POSTAGE  IF  MAILED IN THE  UNITED  STATES.  IN ORDER TO AVOID THE  ADDITIONAL
EXPENSE TO THE COMPANY OF FURTHER  SOLICITATION,  WE ASK YOUR  COOPERATION  IN
MAILING YOUR PROXY PROMPTLY.

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

                       PROPERTY RESOURCES EQUITY TRUST
==============================================================================

                               PROXY STATEMENT

                 ANNUAL MEETING OF SHAREHOLDERS JUNE 5, 1997

                SOLICITATION, REVOCATION AND VOTING OF PROXIES

This proxy  statement and the enclosed proxy are furnished in connection  with
the annual  meeting of  shareholders  (the  "Meeting")  of Property  Resources
Equity Trust (the "Company").  Shareholders of record at the close of business
on April 14, 1997,  are  entitled to notice of and to vote at the Meeting.  On
that date, there were 1,090,060 shares of Common Stock,  Series A outstanding,
and 1,000  shares of Common  Stock,  Series B  outstanding  (collectively  the
"Common  Stock").  Each share of Common  Stock is entitled to one vote,  and a
majority of the shares entitled to vote will constitute a quorum.

The  enclosed  proxy is being  solicited by the  Company's  Board of Directors
(the  "Directors").  You may  revoke  your  proxy  at any  time  before  it is
exercised by  delivering a written  notice to the Company  expressly  revoking
your proxy,  by signing and forwarding to the Company a later-dated  proxy, or
by attending the Meeting and casting your votes in person.

The cost of soliciting  proxies will be borne by the Company.  The Company may
request  brokerage  houses and other  institutions to forward the solicitation
material to persons  for whom they hold  shares of Common  Stock and to obtain
authorization  for the  execution  of  proxies.  The  Company  will  reimburse
brokerage  houses and other  institutions  for their  reasonable  expenses  in
forwarding  the Company's  proxy  material.  In addition to  solicitations  by
mail,  some  Directors and officers of the Company,  and employees of Property
Resources,  Inc.  (the  "Advisor"),  without extra  remuneration,  may conduct
additional solicitations by telephone, telegraph and personal interviews.

This proxy  statement  and the  enclosed  proxy are  scheduled to be mailed to
shareholders commencing on or about April 22, 1997.

The proxyholders will vote all proxies  received.  It is the present intention
that, absent contrary instructions,  the enclosed proxy will be voted: FOR the
election  as  Directors  of the  nominees  named  hereinafter,  but the  proxy
holders  reserve full  discretion to cast votes for other persons in the event
any such nominees are unable to serve;  FOR the  ratification of the selection
of Coopers & Lybrand as  auditors  for the  Company for the fiscal year ending
December 31, 1997; and in the discretion of the  proxyholders  upon such other
matters  not now  known or  determined  which may  properly  come  before  the
meeting.

                      PROPOSAL 1: ELECTION OF DIRECTORS

The  enclosed  proxy will be voted,  unless  authority  is  withheld,  for the
election of the nominees  named  herein as  Directors of the Company,  to hold
office  until  the  next  Annual  Meeting  of  Shareholders  and  until  their
successors  are elected and  qualified.  All of the nominees have consented to
serve as Directors.  However,  if any nominee is not available for election at
the time of the meeting,  the proxyholders may vote for any substitute  person
nominated by the Board of Directors,  in their  discretion.  The presence of a
majority  of the  shares  entitled  to vote,  in person  or by  proxy,  at the
meeting  constitutes a quorum.  A quorum is required to elect Directors and to
conduct  business  at  the  meeting.   In  the  election  of  Directors,   the
proxyholders  intend to distribute,  in such  proportions as they see fit, the
votes  represented  by each proxy among the three nominees named herein or any
such  substitute  person  nominated  by the Board,  and  authority to do so is
included in the proxy.

Under  the  corporation  law of the  State of  California,  a  shareholder  is
entitled to cumulate his votes in the election of  Directors.  This means that
a  shareholder  may give to any one  nominee  a number  of votes  equal to the
number of Directors to be elected,  multiplied by the number of votes to which
his shares are entitled;  or, a shareholder may distribute  such votes,  based
upon  the  same  principle,  among  as many  candidates  as he  chooses.  If a
majority of the shares of Common  Stock  entitled to vote are  represented  in
person or by proxy at the meeting,  the three nominees who receive the highest
number  of votes  will be the  Directors  for the next  year and  until  their
successors  are elected and  qualified.  A  shareholder  may use his proxy for
cumulative  voting  by  noting  the  number  of  shares  to be voted  for each
nominee.  Unless  otherwise  noted  on  the  proxy  card,  shares  of  persons
submitting  a proxy will be voted  equally  for each  nominee  (subject to the
proxyholders'  right to cumulate votes represented by each proxy as referenced
above).

THE BOARD OF  DIRECTORS  RECOMMENDS  A VOTE FOR THE  NOMINEES  NAMED  BELOW OR
THEIR SUBSTITUTES AS SET FORTH HEREIN.

NAME, AGE AND FIVE-YEAR BUSINESS EXPERIENCE                     DIRECTOR SINCE




DAVID P. GOSS (49)                                                      1987
Mr. Goss is Chief  Executive  Officer,  President  and Director of the Company
(1987 to date).  He is also Chief  Executive  Officer,  President and Director
of the Advisor,  Franklin  Properties,  Inc., Franklin Real Estate Income Fund
(1988 to date),  Franklin  Select Real  Estate  Income Fund (1989 to date) and
Franklin  Advantage  Real Estate  Income  Fund (1990 to date).  Mr. Goss has a
B.A.  degree from the University of California,  Berkeley,  and a J.D.  degree
from the New York University School of Law.

DAVID W. WALTERS (50)                                                   1986
Mr. Walters is an  Independent  Director of the Company (1986 to date) and has
been  a  practicing   attorney  since  1974,   specializing   in  real  estate
acquisitions,  finance,  securities  and  taxation.  From  1974 to  1976,  Mr.
Walters was with the California  State  Department of  Corporations  where, as
Corporations   Counsel,   he  was  responsible  for  the   administration   of
California's  Real Estate Securities  Qualification  Rules. From 1976 to 1978,
Mr.  Walters  was a member  of the Bank of  America's  legal  staff,  where he
specialized  in commercial  and consumer  lending  problems.  Since 1978,  Mr.
Walters has been in private  practice.  Mr.  Walters  graduated  from Stanford
University where he received a B.S. degree.  He also received a M.B.A.  degree
from  the  University  of  California  at  Berkeley,  a J.D.  degree  from the
University of San Francisco and a Masters  degree in Taxation from Golden Gate
University.

JAMES A. NILES (51)                                                     1985
Mr. Niles is an Independent  Director of the Company (1985 to date), and is an
independent  consultant.  Mr. Niles  attended the  University  of  California,
Davis,  where he received a B.S,  M.S. and Ph.D.  in  Agricultural  Economics.
Mr.  Niles was a faculty  member at the  University  of  Florida  from 1973 to
1978,  and an Associate  Professor at the  Institute  of  Agribusiness  at the
University  of Santa  Clara  from  1978 to  1986.  Mr.  Niles is the  owner of
Creekside Investment located in Los Gatos, California.

As of April 14, 1997,  none of the Directors  owned any shares of the Company,
beneficially or of record, nor to the Company's knowledge,  did any person own
more than 5% of the outstanding Common Stock.  Property  Resources,  Inc. owns
shares of Common Stock which  amount to less than 1% of the total  outstanding
shares of the Company.

The executive officers of the Company other than those listed above are:

RICHARD S. BARONE (46)
Mr.  Barone is Secretary of the Company (1988 to date).  He is also  Secretary
of the Advisor,  Franklin  Properties,  Inc., Franklin Real Estate Income Fund
(1988 to date),  Franklin  Select Real  Estate  Income Fund (1989 to date) and
Franklin  Advantage Real Estate Income Fund (1990 to date).  He is also Senior
Vice President - Legal of the Advisor and Franklin  Properties,  Inc. (1988 to
date) and  Corporate  Counsel  of  Franklin  Resources,  Inc.  (1988 to date).
Previously,  Mr.  Barone was employed by the Robert A. McNeil  Corporation  as
Corporate  Counsel  from 1982 until June,  1987,  during  which period he also
held the  positions  of Vice  President - Legal  (1984 to 1987) and  Secretary
(1986 to 1987).  Prior to 1982, he was in a private law practice in San Mateo,
California.  Mr.  Barone  received a B.A.  degree and a J.D.  degree  from the
University of San Francisco.  He is a member of the State Bar of California.

MARTIN L. FLANAGAN (36)
Mr.  Flanagan is Vice President - Finance and Chief  Financial  Officer of the
Company,  the Advisor  and  Franklin  Properties,  Inc. He is also Senior Vice
President,  Chief Financial Officer and Treasurer of Franklin Resources, Inc.;
Senior Vice President and Treasurer of Franklin/Templeton  Distributors, Inc.,
Franklin  Advisers,  Inc., and Franklin  Institutional  Services  Corporation;
Treasurer of Franklin  Management,  Inc., and Franklin  Trust Company;  Senior
Vice  President of  Franklin/Templeton  Investor  Services,  Inc. and Franklin
Agency,  Inc.;  a Director  of  Templeton/National  Bank of Greece  Management
(Luxembourg),   Templeton   Investment   Management   (Singapore),   Templeton
Investment   Management  (Hong  Kong),   Templeton  Funds  Investment  Annuity
Company,  Templeton  Funds Trust Company,  Templeton Funds  Management,  Inc.,
Templeton  Holding  Ltd.,   Templeton/Franklin   Investment  Services,   Inc.,
Templeton  Life  Assurance  Ltd.,  Templeton  Quantitative   Advisors,   Inc.,
Templeton Emerging Markets, Templeton Management (Luxembourg),  Templeton Unit
Trust Managers,  Ltd., and Templeton Investment Management,  Ltd. (Edinburgh);
Executive Vice President,  Chief Operating Officer and a Director of Templeton
Worldwide,  Inc. and Templeton  International,  Inc.; Executive Vice President
and a Director of T.G.H.  Holdings,  Ltd.;  Chairman of the Board of Templeton
Global  Strategic  Services,  Inc.;  General  Manager of  Templeton  Financial
Advisory  Services,  S.A.;  Managing  Director of Templeton Global  Investors,
Ltd.;  President and Chief Executive  Officer of Templeton  Global  Investors;
and  Executive  Vice  President  and a  Director  of  Templeton,  Galbraith  &
Hansberger,  Ltd. and Templeton  Investment  Counsel,  Inc. From 1982 to 1983,
he was an auditor  for Arthur  Andersen &  Company.  Mr.  Flanagan  received a
B.A.  degree from  Southern  Methodist  University  and is a Certified  Public
Accountant  and a Chartered  Financial  Analyst.  He is  currently a member of
the American  Institute of Certified Public  Accountants and the International
Society of Financial Analysts.

DAVID N. POPELKA (44)
David  Popelka is Vice  President - Asset  Management  of the Company and Vice
President  for the  Advisor,  Property  Resources,  Inc.  Prior to joining the
General  Partner,  Mr. Popelka was Vice  President - Portfolio  Management for
the Glenborough  Management Company in Redwood City,  California.  Mr. Popelka
is a graduate of Illinois  State  University  and received a Masters degree in
Business  Administration  from the University of Washington Graduate School of
Business.  He has  been a  guest  lecturer  on  real  estate  investments  and
finance  at Golden  Gate  University.  Mr.  Popelka  is a real  estate  broker
licensed by the State of California.

COMMITTEES AND MEETINGS OF DIRECTORS

The Directors met six times during 1996. The Audit  Committee,  which consists
of all of the  Independent  Directors  of the  Company,  met once during 1996.
All of the Directors standing for re-election attended all of the meetings.

Those  Directors  who are not  affiliated  with the  Advisor  receive  fees of
$2,000  per  year  plus  $400  per  each  regular  meeting  and  $300 per each
telephonic  meeting  attended.  For the fiscal year ended  December  31, 1996,
fees to all Directors,  and reimbursement of expenses related to attendance at
Board meetings totaled $8,600.

      PROPOSAL 2: RATIFICATION OR REJECTION OF THE SELECTION OF AUDITORS

The Board of Directors  recommends  ratification of its designation of Coopers
& Lybrand L.L.P. as independent  accountants to audit the financial statements
of the  Company  for the fiscal  year ending  December  31,  1997.  During the
fiscal year ended  December 31, 1996,  the audit services of Coopers & Lybrand
L.L.P.  consisted of the rendering of an opinion on the  financial  statements
of the Company.  Coopers & Lybrand L.L.P.  has no material  direct or indirect
beneficial  interest  in the  Company or the  Advisor,  and does not intend to
send a  representative  to be present  at the  meeting.  Unless  marked to the
contrary,  proxies  received  will  be  voted  FOR  the  ratification  of  the
appointment  of Coopers & Lybrand L.L.P.  as independent  accountants to audit
the financial  statements  of the Company for the fiscal year ending  December
31, 1997.

THE  BOARD  OF  DIRECTORS  RECOMMENDS  A  VOTE  FOR  THE  RATIFICATION  OF THE
APPOINTMENT  OF COOPERS & LYBRAND L.L.P.  AS INDEPENDENT  ACCOUNTANTS TO AUDIT
THE  FINANCIAL  STATEMENT  OF THE COMPANY FOR THE FISCAL YEAR ENDING  DECEMBER
31, 1997.


                                OTHER MATTERS

The Directors  know of no other matters to be brought  before the Meeting.  If
any other matters  properly  come before the Meeting,  the  proxyholders  will
vote the proxies in  accordance  with their best  judgment.  In the event that
sufficient  votes in favor of the  proposals set forth in the Notice of Annual
Meeting of  Shareholders  are not  received  by the date of the  Meeting,  the
proxyholders may propose one or more  adjournments of the Meeting for a period
or  periods  of not  more  than 45 days in the  aggregate  to  permit  further
solicitation  of  proxies,   even  though  a  quorum  is  present.   Any  such
adjournment  will require the affirmative vote of a majority of the votes cast
on the  question  in person or by proxy at the  session  of the  meeting to be
adjourned.  The  proxyholders  will  vote in favor of such  adjournment  those
proxies  which  they are  entitled  to vote in favor  of the  election  of the
nominees as Directors.  The costs of any such additional  solicitation  and of
any adjourned session will be borne by the Company.

The Company's  Annual Report to  Shareholders  for the year ended December 31,
1996, is enclosed herewith.

                              OTHER INFORMATION

The Company's Board of Directors (including all of its Independent  Directors)
have determined,  after review,  that the compensation paid to the Advisor and
to Continental  Property Management Co. in 1996, as well as the reimbursements
made by the  Company to the  Advisor for  certain  types of  compensation  and
payments are fair and reasonable to the Company.

ADVISOR

The Company  operates under an advisory  agreement with the Advisor,  Property
Resources,  Inc.  Under  the  terms  of  the  agreement,  which  is  renewable
annually,  the Advisor provides various services such as investment  advisory,
acquisition and administrative  services.  Under the agreement, the Advisor is
entitled to receive certain  compensation and payments for services  rendered,
which  includes  but is not limited to, a quarterly  annualized  advisory  fee
amounting to 5% of the total cash  distributions  to shareholders  (other than
distributions  attributable  to the sale or  refinancing  of a property ). For
the year  ended  December  31,  1996,  total  fees paid by the  Company to the
Advisor under the Advisory  Agreement  consisted of $21,000 in advisory  fees.
In  addition,  the  Company  reimbursed  the  Advisor  for  certain  costs and
expenses  incurred on behalf of the Company for the fiscal year ended December
31, 1996, in the amount of $23,000.

PROPERTY MANAGEMENT AGREEMENT

Pursuant  to  an  agreement  between  the  company  and  Continental  Property
Management  Co.  ("CPMC"),  CPMC is the  property  manager  for the  Company's
property.  During the year ended  December  31,  1996,  the Company  paid CPMC
property  management fees totaling  $35,000 and leasing  commissions  totaling
$31,000.

SHAREHOLDERS PROPOSALS

Any  Shareholders  intending to present any proposal for  consideration at the
Company's  next Annual  Meeting of  Shareholders  must, in addition to meeting
other  applicable  requirements,  mail such proposal to the Company so that it
is  received  at the  Company's  executive  offices  not less than 120 days in
advance of April 22, 1998.

                                    BY ORDER OF THE BOARD OF DIRECTORS


                                    Richard S. Barone
                                    Secretary



STOCKHOLDERS  ARE  REQUESTED TO FILL IN, DATE AND SIGN THE PROXY AND RETURN IT
PROMPTLY IN THE ENCLOSED POSTAGE PREPAID ENVELOPE.

WHEN SIGNING AS ATTORNEY, EXECUTOR,  ADMINISTRATOR,  TRUSTEE OR GUARDIAN, GIVE
YOUR FULL TITLE AS SUCH.  WHERE STOCK IS HELD  JOINTLY,  BOTH  SIGNATURES  ARE
REQUESTED.