FRANKLIN FEDERAL MONEY FUND
N-30D, 1997-09-10
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CONTENTS

Shareholder Letter            1

Performance Summary           4

Statement of Investments      5

Financial Statements          6

Notes to Financial
Statements                    7


SHAREHOLDER LETTER

Your Fund's  Objective:  The Franklin Federal Money Fund seeks to provide a high
level of current income,  consistent with liquidity and preservation of capital.
The  fund  invests  all of its  assets  in the  shares  of The  U.S.  Government
Securities Money Market Portfolio (the Portfolio), which has the same investment
objective.  At present, it is the Portfolio's policy to limit its investments to
U.S.   Treasury   bills,   notes  and  bonds,   and  to  repurchase   agreements
collateralized  by such  securities.1 The fund attempts to maintain a stable net
asset value of $1.00 per share.2


Dear Shareholder:

We are pleased to bring you the Franklin  Federal Money Fund's annual report for
the period ended June 30, 1997.

Strong  economic  growth  coupled with low inflation  characterized  most of the
period.  In the first half of the year under review,  the nation's low inflation
and  strong,  but  tempered  growth,  combined  to  produce  a  stable  economic
environment in which the Federal Reserve Board (the Fed) saw no need to make any
significant adjustments to monetary policy and left short-term interest rates at
5.25%.


1. U.S. government  securities owned by the Portfolio,  or held under repurchase
agreement,  but not shares of the fund, are  guaranteed by the U.S.  government,
its agencies or  instrumentalities  as to the timely  payment of  principal  and
interest.

2. Please remember,  an investment in the fund is neither insured nor guaranteed
by the U.S.  government or by any other entity or institution,  and there can be
no  assurance  that the fund will be able to maintain a net asset value of $1.00
per share.


However,  in the second half of the fund's fiscal year, while inflation remained
mild,  economic  growth  accelerated  considerably,  and the  unemployment  rate
dropped below 4.80%, its lowest level in over twenty years.3 In spite of the low
inflation,  the Fed responded to the threat of higher prices represented by this
increasing  growth  and high  level of  employment.  In  March,  the Fed  raised
short-term  interest rates 25 basis points,  from 5.25% to 5.50%. As a result of
this action,  most  short-term  rates rose slightly for the period.  The rise in
interest rates caused the fund's  seven-day  effective  yield to increase,  from
4.60% on June 30, 1996, to 5.21% at the end of the period.

Looking  forward,  we believe the economy is in the later  stages of the current
business cycle.  Higher private  consumption,  capital  spending,  and improving
foreign  economies should propel future growth.  However,  such growth,  coupled
with a tight labor market, could result in higher inflation  expectations.  As a
result,  the Fed would likely raise  interest  rates again.  The  short-weighted
maturity and high quality of the securities in the Franklin Federal Money Fund's
portfolio  should allow the fund to adjust  quickly in an  environment of rising
short-term rates.

This discussion reflects the strategies we employed for the fund during the year
under  review and  includes  our  opinions as of the close of the period.  Since
economic  and  market  conditions  are  constantly  changing,   our  strategies,
evaluations,  conclusions and decisions  regarding portfolio holdings may change
as new circumstances  arise.  Although past performance of a specific investment
or sector cannot guarantee future performance, such information can be useful in
analyzing  securities we purchase or sell for the fund. The fund's  objective is
to provide shareholders with a high-quality, conservative investment; therefore,
we do  not  invest  in  leveraged  derivatives  or  other  potentially  volatile
securities that we believe involve undue risk.

As a Franklin  Federal  Money Fund  shareholder,  you  continue to benefit  from
convenient,  easy access to your money, and a high degree of credit safety.  You
can also enjoy a wide range of services,  including draft writing for amounts of
$100  or  more,   free   draft   books,   and   access  to   TeleFACTS(R),   our
around-the-clock, automated, customer service line.

Sincerely,



Charles B. Johnson
Chairman
Franklin Federal Money Fund


PERFORMANCE SUMMARY

Franklin Federal Money Fund
6/30/97

- --------------------------------------------------------------------------------
Seven-day annualized yield                                5.09%

Seven-day effective yield1                                5.21%


1. The seven-day effective yield assumes the compounding of daily dividends, and
reflects  fluctuations  in interest rates on portfolio  investments,  as well as
fund  expenses.  Yields  should be viewed in terms of the  current,  low rate of
inflation  - just as high  inflation  usually  results  in  higher  yields,  low
inflation often results in lower yields.

Franklin Advisers,  Inc., the fund's administrator and the manager of the fund's
underlying  portfolio,  has  agreed in  advance  to waive a portion of its fees,
which  reduces  expenses and  increases  yield to  shareholders.  Without  these
reductions,  the  fund's  yield  would  have been  lower.  The fee waiver may be
discontinued at any time upon notice to the fund's Board of Directors.


Past performance is not predictive of future results.



<TABLE>
<CAPTION>
FRANKLIN FEDERAL MONEY FUND
- ------------------------------------------------------------------------------------------------------------------------------------
Statement of Investments in Securities and Net Assets, June 30, 1997

                                                                                                 VALUE
  SHARES                                                                                          (NOTE1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>           <C>                                                                            <C>
              Mutual Funds  100.5%
121,880,951   The U.S. Government Securities Money Market Portfolio (Note 1)                 $121,880,951
                                                                                            -------------

                        Total Investments (Cost $121,880,951)  100.5%                         121,880,951
                        Liabilities in Excess of Other Assets  (0.5%)                            (590,109)
                                                                                            -------------
                        Net Assets  100.0%                                                   $121,290,842
                                                                                            =============



At June 30, 1997,  there was no  unrealized  appreciation  or  depreciation  for
financial statement or income tax purposes.



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



FRANKLIN FEDERAL MONEY FUND
Financial Statements

Statement of Assets and Liabilities
June 30, 1997

Assets:
 Investments in securities,
  at value and cost                                        $121,880,951
 Cash                                                             3,060
                                                         --------------
      Total assets                                          121,884,011
                                                         ==============
Liabilities:
 Payables:
  Distributions to shareholders                                  33,733
  Administration fees                                            42,849
  Capital shares repurchased                                     23,478
  Shareholder servicing costs                                    13,700
 Other payables to shareholders                                 466,367
 Accrued expenses and other liabilities                          13,042
                                                         --------------
      Total liabilities                                         593,169
                                                         ==============
Net assets (equivalent to $1.00 per
 share based on 121,290,842 shares
 of capital stock outstanding)                             $121,290,842
                                                         ==============
Statement of Operations
for the year ended June 30, 1997

Investment income:
 Dividends                                 $6,766,973

Expenses:
 Administration fees (Note 4)            $551,374
 Shareholder servicing costs (Note 4)     169,311
 Reports to shareholders                  112,246
 Registration fees                         51,419
 Directors' fees and expenses              10,232
 Professional fees                          2,030
 Other                                      3,460
                                   --------------
      Total expenses                          900,072
                                       --------------
Net investment income                      $5,866,901
                                       ==============




Statements of Changes in Net Assets
for the years ended June 30, 1997 and 1996

                                      1997                       1996
                                    -----------------------------------
Increase (decrease)
 in net assets:
Operations:
 Net investment income            $   5,866,901            $ 5,946,887
Distributions to shareholders
 from undistributed net
 investment income                   (5,866,901)            (5,946,887)
Decrease in net assets
 from capital share
 transactions (Note 2)               (6,367,834)           (11,627,384)
                                    -----------------------------------
      Net decrease in
 net assets                          (6,367,834)           (11,627,384)
Net assets (there is no
 undistributed net investment
income at beginning or
end of year)
  Beginning of year                 127,658,676            139,286,060
                                    -----------------------------------
  End of year                      $121,290,842           $127,658,676
                                    ===================================



   The accompanying notes are an integral part of these financial statements.



FRANKLIN FEDERAL MONEY FUND
Notes to Financial Statements


1. SIGNIFICANT ACCOUNTING POLICIES

Franklin  Federal  Money  Fund (the Fund) is a  no-load,  open-end,  diversified
management  investment  company (mutual fund),  registered  under the Investment
Company Act of 1940, as amended. The investment  objectives of the Fund are high
current income consistent with capital preservation and liquidity.

The  Fund  invests  substantially  all of its  assets  in  The  U.S.  Government
Securities Money Market Portfolio (the Portfolio), which is a no-load, open-end,
diversified  management investment company having the same investment objectives
as the Fund. The financial statements of the Portfolio, including its Statements
of  Investments  in Securities  and Net Assets,  are included  elsewhere in this
report and should be read in conjunction with the Fund's financial statements.

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

a. Security Valuation:

The Fund holds Portfolio shares that are valued at its proportionate interest in
the net asset value of the Portfolio. As of June 30, 1997, the Fund owned 47.13%
of the Portfolio.

b. Income Taxes:

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

c. Security Transactions:

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

d. Investment Income, Expenses and Distributions:

Net investment  income  includes  income,  calculated on an accrual  basis,  and
estimated expenses which are accrued daily. The total available for distribution
is computed  daily and includes  the net  investment  income,  plus or minus any
gains or losses on security transactions and any changes in unrealized portfolio
appreciation or depreciation.  Distributions  are normally declared each day the
New York Stock Exchange is open for business,  equal to the total  available for
distributions  (as defined above),  and are payable to shareholders of record as
of the close of business the preceding day. Such distributions are automatically
reinvested daily in additional shares of the Fund at net asset value.

e. Accounting Estimates:

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


2. CAPITAL STOCK

At June 30, 1997, there were 5,000,000,000  shares of no par value capital stock
authorized.  Transactions  in the Fund's shares at $1.00 per share for the years
ended June 30, 1997 and 1996 were as follows:

                                        1997               1996
                                   -------------------------------
Shares sold                      $269,360,701        $ 257,198,735
Shares issued in reinvestment
 of distributions                   5,829,955            5,923,724
Shares redeemed                  (281,558,490)        (274,749,843)
                                   -------------------------------
Net decrease                    $  (6,367,834)      $  (11,627,384)
                                   ===============================


3. PURCHASES AND SALES OF SECURITIES

Purchases  and sales of securities  for the year ended June 30, 1997  aggregated
$134,311,576 and $145,976,707, respectively.


4. TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

a. Administration Agreement:

Under  the  terms  of  an  administration  agreement,  Franklin  Advisers,  Inc.
(Advisers)  provides  administrative,   statistical,  and  other  services,  and
receives  fees  computed  monthly on the average daily net assets of the Fund as
follows:

Annualized Fee Rate        Net Assets
- --------------------------------------------------------------------------------
    0.455%                 First $100 million
    0.330%                 Over $100 million, up to and including $250 million
    0.280%                 Over $250 million

b. Shareholder Services Agreement:

Under the terms of a  shareholder  services  agreement  with  Franklin/Templeton
Investor  Services,  Inc.  (Investor  Services),  the Fund  pays  costs on a per
shareholder account basis.  Shareholder servicing costs incurred by the Fund for
the year ended June 30, 1997  aggregated  $169,311 of which $168,929 was paid to
Investor Services.

c. Other Affiliated Parties and Transactions:

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


<TABLE>
<CAPTION>
5. FINANCIAL HIGHLIGHTS

Selected data for a share of capital stock  outstanding  throughout  the periods
are as follows:

                                                                 Year Ended                     Year Ended
                                                                   June 30,                     November 30,
                                                         ------------------------------------------------------------
                                                           1997      1996      1995***         1994       1993
                                                         ------------------------------------------------------------
Per Share Operating Performance:
<S>                                                       <C>        <C>       <C>            <C>        <C>  
Net asset value at beginning of period                    $1.00      $1.00     $1.00          $1.00      $1.00
Net investment income                                      0.045      0.047     0.029          0.031      0.022
Distributions from net investment income                  (0.045)    (0.047)   (0.029)        (0.031)    (0.022)
                                                         ------------------------------------------------------------
Net asset value at end of period                          $1.00      $1.00     $1.00          $1.00      $1.00
                                                         ============================================================

=====================================================================================================================
Total Return**                                             4.62%      4.80%     2.92%          3.15%      2.22%
=====================================================================================================================

Ratios/Supplemental Data
Net assets at end of period (in 000's)                   $121,291  $127,659   $139,286       $168,530   $120,933
Ratio of expenses to average net assets1,2                 0.85%      0.84%     0.87%*         0.98%      0.90%
Ratio of expenses to average
 net assets (before fee waiver)1,2                         0.86%      0.86%     0.88%*         0.99%        --
Ratio of net investment income to average net assets       4.54%      4.71%     4.93%*         3.15%      2.20%

*Annualized
**Total  return  measures the change in value of an investment  over the periods
indicated.  It is not  annualized.  It assumes  reinvestment  of  dividends  and
capital gains at net asset value.
***For the seven months ended June 30, 1995.
1Effective with fiscal year 1994, the expense ratio includes the Fund's share of
Portfolio's allocated expenses.
2During the periods indicated,  Advisers agreed in advance to waive a portion of
the  Portfolio's  management  fees  and a  portion  of its  administration  fees
incurred by the Fund for 1994, 1995 and 1996.
</TABLE>



FRANKLIN FEDERAL MONEY FUND

Report of Independent Accountants


To the Shareholders and Board of Directors
of Franklin Federal Money Fund:

We have  audited the  accompanying  statement of assets and  liabilities  of the
Franklin  Federal  Money  Fund,   including  the  statement  of  investments  in
securities  and net assets,  as of June 30, 1997,  and the related  statement of
operations for the year then ended,  the statements of changes in net assets for
each of the two years in the period then ended, and the financial highlights for
each  of  the  periods  presented.  These  financial  statements  and  financial
highlights are the responsibility of the Fund's  management.  Our responsibility
is to express an opinion on these financial  statements and financial highlights
based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures included confirmation of securities owned as of June
30, 1997, by correspondence with the custodian. An audit also includes assessing
the accounting principles used and significant estimates made by management,  as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for

our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of the
Franklin  Federal Money Fund as of June 30, 1997,  the results of its operations
for the year then ended, the changes in its net assets for each of the two years
in the  period  then  ended,  and  the  financial  highlights  for  the  periods
presented, in conformity with generally accepted accounting principles.


COOPERS & LYBRAND L.L.P.


San Francisco, California
August 4, 1997



<TABLE>
<CAPTION>
THE MONEY MARKET PORTFOLIOS
Statement of Investments in Securities and Net Assets, June 30, 1997



   FACE                                                                                          VALUE
  AMOUNT      The Money Market Portfolio                                                         (NOTE1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>           <C>                                                                          <C>
             aShort Term Investments  99.7%
              Bankers' Acceptances  0.7%
$12,000,000   Toronto Dominion Bank, New York Branch, 5.56%, 09/25/97 (Cost $11,840,613)   $    11,840,613
                                                                                                ----------
              Certificates of Deposit  35.2%
25,000,000    ABN-AMRO Bank NV, Chicago Branch, 5.69%, 07/16/97                                 25,000,000
50,000,000    Australia & NZ Banking Group, New York Branch, 5.66% - 5.71%, 08/08/97-10/23/97   50,000,260
25,000,000    Bank of Montreal, Chicago Branch, 5.71%, 07/30/97                                 25,000,099
75,000,000    Bank of Nova Scotia, Portland Branch, 5.64% - 5.70%, 07/25/97 - 09/18/97          75,000,000
25,000,000    Bayerische Vereinsbank, New York Branch, 5.65%, 10/21/97                          25,000,000
25,000,000    Commerzbank, AG, New York Branch, 5.68%, 07/10/97                                 24,999,871
75,000,000    Credit Agricole, New York Branch, 5.66% - 5.70%, 07/24/97 - 09/16/97              75,000,000
25,000,000    Den Danske Bank, New York Branch, 5.70%, 08/29/97                                 25,000,203
50,000,000    Deutsche Bank, AG, New York Branch, 5.44% - 5.70%, 07/17/97 - 09/15/97            50,000,366
25,000,000    Landesbank Hessen Thueringen, New York Branch, 6.09%, 09/11/97                    25,024,054
75,000,000    Societe Generale, New York Branch, 5.64% - 5.70%, 07/15/97 - 09/26/97             75,000,000
25,000,000    Svenska Handelsbanken, New York Branch, 5.69%, 07/11/97                           25,000,068
75,000,000    Swiss Bank Corp., New York Branch, 5.43% - 5.67%, 08/26/97 - 09/19/97             75,000,000
50,000,000    Westdeutsch Landesbank, New York Branch, 5.68% - 5.72%, 08/19/97 - 09/08/97       50,000,000
                                                                                                ----------
                    Total Certificates of Deposit (Cost $625,024,921)                          625,024,921
                                                                                                ----------
              Commercial Paper  44.4%
52,600,000    Abbey National North America, 5.28% - 5.60%, 07/01/97 - 08/21/97                  52,392,250
20,000,000    American Express Credit Corp., 5.54%, 08/13/97 - 08/14/97                         19,866,117
25,000,000    ANZ (DE), Inc., 5.60%, 07/08/97                                                   24,972,777
40,000,000    Associates Corp. of North America, 5.58% - 5.61%, 07/09/97 - 07/29/97             39,887,933
25,000,000    B.B.V. Finance, Inc., 5.63%, 08/18/97                                             24,812,333
25,000,000    BIL North America, Inc., 5.64%, 08/12/97                                          24,835,500
25,000,000    Canadian Imperial Holdings, Inc., 5.275%, 08/25/97                                24,798,524
25,000,000    CIESCO, L.P., 5.60%, 07/10/97                                                     24,965,000
30,000,000    Commonwealth Bank of Australia, 5.62%, 07/18/97                                   29,920,384
50,000,000    Den Danske Corp., Inc., 5.58% - 5.60%, 07/07/97 - 10/01/97                        49,620,166
65,000,000    General Electric Capital Corp., 5.56% - 5.63%, 08/04/97 - 10/10/97                64,394,888
65,000,000    Generale Bank, Inc., 5.62% - 5.64%, 07/15/97 - 07/31/97                           64,768,058
55,000,000    Goldman Sachs Group, L.P., 5.56% - 5.57%, 09/04/97 - 09/23/97                     54,371,636
25,000,000    Halifax Building Society, 5.27%, 08/21/97                                         24,813,355
75,000,000    Merrill Lynch & Co., Inc., 5.57% - 5.65%, 07/28/97 - 09/22/97                     74,256,302
75,000,000    Morgan Stanley Group, Inc., 5.60% - 5.61%, 08/20/97 - 08/27/97                    74,381,270
25,000,000    National Australian Funding (DE), Inc., 5.62%, 07/21/97                           24,921,945
15,000,000    National Rural Utilities Cooperative Finance Corp., 5.64%, 08/01/97               14,927,150
24,000,000    Royal Bank of Canada, 5.295%, 07/14/97                                            23,954,110
50,000,000    Svenska Handelsbanken, Inc., 5.58% - 5.59%, 07/02/97 - 09/12/97                   49,712,744
                                                                                                ----------
                   Total Commercial Paper (Cost $786,572,442)                                  786,572,442
                                                                                                ----------
                   Total Investments before Repurchase Agreements (Cost $1,423,437,976)      1,423,437,976
                                                                                                ----------
             bReceivables from Repurchase Agreements  19.4%
$10,499,000   CIBC Wood Gundy Securities Corp., 5.95%, 07/01/97 (Maturity Value $10,333,708)
               Collateral: U.S. Treasury Notes, 5.375%, 11/30/97                             $  10,332,000
50,000,000    CIBC Wood Gundy Securities Corp., 5.95%, 07/01/97 (Maturity Value $49,676,209)
               Collateral: U.S. Treasury Notes, 5.125%, 02/28/98                                49,668,000
82,426,000    J. P. Morgan Securities, Inc., 5.95%, 07/01/97 (Maturity Value $82,378,613)
               Collateral: U.S. Treasury Bills, 07/17/97 - 10/16/97
                           U.S. Treasury Bonds, 11.75%, 02/15/01
                           U.S. Treasury Notes, 5.125% - 8.875%, 07/31/97 - 05/31/02            82,365,000
86,480,000    Morgan Stanley & Co., Inc., 5.75%, 07/01/97 (Maturity Value $82,378,156)
               Collateral: U.S. Treasury Bills, 12/11/97                                        82,365,000
61,354,000    SBC Warburg, Inc., 5.92%, 07/01/97 (Maturity Value $60,009,867)
               Collateral: U.S. Treasury Notes, 5.625%, 11/30/98                                60,000,000
35,000,000    UBS Securities, L.L.C., 5.90%, 07/01/97 (Maturity Value $34,232,609)
               Collateral: U.S. Treasury Notes, 5.75%,12/31/98                                  34,227,000
24,426,000    UBS Securities, L.L.C., 5.90%, 07/01/97 (Maturity Value $25,777,224)
               Collateral: U.S. Treasury Notes, 7.75%, 02/15/01                                 25,773,000
                                                                                                ----------
              Total Receivables from Repurchase Agreements (Cost $344,730,000)                 344,730,000
                                                                                                ----------
              Total Investments (Cost $1,768,167,976)  99.7%                                 1,768,167,976
              Other Assets and Liabilities, Net  0.3%                                            5,378,013
                                                                                                ----------
              Net Assets  100.0%                                                            $1,773,545,989
                                                                                                ==========

At June 30, 1997,  there was no  unrealized  appreciation  or  depreciation  for
financial statement or income tax purposes.



PORTFOLIO ABBREVIATIONS:
L.L.C.  -Limited Liability Corp.
L.P.  - Limited Partnership






aCertain  short-term  securities are traded on a discount basis; the rates shown
are  the  discount  rates  at the  time  of  purchase  by the  Portfolio.  Other
securities  bear  interest  at the rates  shown,  payable at fixed dates or upon
maturity.

bFace amount for repurchase agreements is for the underlying collateral.



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



<TABLE>
<CAPTION>
THE MONEY MARKET PORTFOLIOS
Statement of Investments in Securities and Net Assets, June 30, 1997



   FACE                                                                                            VALUE
  AMOUNT    The U.S. Government Securities Money Market Portfolio                                 (NOTE1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>           <C>                                                                            <C>
             aShort Term Investments  100.1%
              Government Securities7.7%
$20,000,000   U.S. Treasury Bills, 5.43%, 08/21/97 (Cost $19,853,658)                        $ 19,853,658
             bReceivables from Repurchase Agreements  92.4%
10,745,000    Aubrey G. Lanston & Co., Inc., 5.85%, 07/01/97 (Maturity Value $10,601,723)
               Collateral: U.S. Treasury Notes, 5.00%, 01/31/99                                10,600,000
10,840,000    B.A. Securities, Inc., 6.00%, 07/01/97 (Maturity Value $10,601,767)
               Collateral: U.S. Treasury Bills, 07/10/97                                       10,600,000
10,674,000    Barclays de Zoete Wedd Securities, Inc., 5.85%, 07/01/97 (Maturity Value $10,601,723)
               Collateral: U.S. Treasury Notes, 6.375%, 05/15/99                               10,600,000
10,545,000    Bear, Stearns & Co., Inc., 5.60%, 07/01/97 (Maturity Value $10,601,648)
               Collateral: U.S. Treasury Notes, 6.50%, 08/15/97                                10,600,000
10,720,000    Chase Securities, Inc., 5.85%, 07/01/97 (Maturity Value $10,601,723)
               Collateral: U.S. Treasury Notes, 5.625%, 10/31/97                               10,600,000
10,824,000    CIBC Wood Gundy Securities Corp., 5.95%, 07/01/97 (Maturity Value $10,601,752)
               Collateral: U.S. Treasury Notes, 5.25%, 12/31/97                                10,600,000
10,680,000    Citicorp Securities, Inc., 5.95%, 07/01/97 (Maturity Value $10,601,752)
               Collateral: U.S. Treasury Notes, 5.875%, 03/31/99                               10,600,000
26,277,000    J.P. Morgan Securities, Inc., 5.85%, 07/01/97 (Maturity Value $26,184,254)
               Collateral: U.S. Treasury Bills, 07/03/97
                           U.S. Treasury Notes, 6.25% - 8.00%, 03/31/99 - 08/15/99             26,180,000
35,175,000    J.P. Morgan Securities, Inc., 5.95%, 07/01/97 (Maturity Value $35,005,784)
               Collateral: U.S. Treasury Bills, 08/14/97 - 03/05/98
                           U.S. Treasury Bonds, 13.125%, 05/15/01
                           U.S. Treasury Notes, 5.125% - 9.25%, 07/15/97 - 02/28/02            35,000,000
10,600,000    Merrill Lynch Government Securities, Inc., 5.50%, 07/01/97 (Maturity Value $10,601,619)
               Collateral: U.S. Treasury Notes, 6.00%, 08/31/97                                10,600,000
27,130,000    Morgan Stanley & Co., Inc., 5.75%, 07/01/97 (Maturity Value $26,184,182)
               Collateral: U.S. Treasury Bills, 09/11/97                                       26,180,000
36,030,000    Morgan Stanley & Co., Inc., 5.75%, 07/01/97 (Maturity Value $35,005,590)
               Collateral: U.S. Treasury Bills, 07/31/97                                       35,000,000
10,308,000    Sanwa Securities (USA) Co., L.P., 5.85%, 07/01/97 (Maturity Value $10,601,723)
               Collateral: U.S. Treasury Notes, 8.875%, 11/15/98                               10,600,000
10,840,000    SBC Warburg, Inc., 5.92%, 07/01/97 (Maturity Value $10,601,743)
               Collateral: U.S. Treasury Notes, 4.75%, 09/30/98                                10,600,000
10,666,000    UBS Securities, L.L.C., 5.90%, 07/01/97 (Maturity Value $10,601,737)
               Collateral: U.S. Treasury Notes, 5.50%, 09/30/97                                10,600,000
                                                                                               ----------
                    Total Receivables from Repurchase Agreements (Cost $238,960,000)          238,960,000
                                                                                               ----------
                         Total Investments (Cost $258,813,658)  100.1%                        258,813,658
                         Liabilities in Excess of Other Assets  (0.1)%                           (184,481)
                                                                                               ----------
                         Net Assets  100.0%                                                  $258,629,177
                                                                                               ==========



At June 30, 1997,  there was no  unrealized  appreciation  or  depreciation  for
financial statement or income tax purposes.



PORTFOLIO ABBREVIATIONS:
L.L.C.  -Limited Liability Corp.
L.P.  - Limited Partnership






aCertain  short-term  securities are traded on a discount basis; the rates shown
are  the  discount  rates  at the  time  of  purchase  by the  Portfolio.  Other
securities  bear  interest  at the rates  shown,  payable at fixed dates or upon
maturity.
bFace amount for repurchase agreements is for the underlying collateral.



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



THE MONEY MARKET PORTFOLIOS
Financial Statements

Statement of Assets and Liabilities
June 30, 1997

                                                          The U.S.
                                                         Government
                                   The Money          Securities Money
                                Market Portfolio      Market Portfolio
                                 --------------        --------------
Assets:
 Investment in securities,
 at value and cost               $1,423,437,976          $ 19,853,658
 Receivables from 
 repurchase agreements,
 at value and cost                  344,730,000           238,960,000
 Cash                                        --                 9,280
 Interest receivable                  6,047,149                38,720
                                 --------------        --------------
Total assets                      1,774,215,125           258,861,658
                                 --------------        --------------
Liabilities: 
 Payables: 
Capital shares repurchased              284,775               184,384
Management fees                         220,381                39,100
 Bank overdraft                         109,834                    --
 Accrued expenses and
 other liabilities                       54,146                 8,997
                                 --------------        --------------
Total liabilities                       669,136               232,481
                                 --------------        --------------
Net assets, at value             $1,773,545,989          $258,629,177
                                 ==============        ==============
Shares outstanding                1,773,545,989           258,629,177
                                 ==============        ==============
Net asset value per share                 $1.00                 $1.00
                                 ==============        ==============



Statement of Operations
the year ended June 30, 1997

                                                          The U.S.
                                                         Government
                                   The Money          Securities Money
                                Market Portfolio      Market Portfolio
                                 --------------        --------------

Investment income:
 Interest                           $93,270,589           $14,434,535
                                 --------------        --------------
Expenses:
 Management fees (Note 5)             2,547,891               404,358
 Reports to shareholders                 36,839                 6,282
 Professional fees                       29,374                 8,090
 Custodian fees                          21,365                 9,193
 Trustees' fees and expenses              7,532                 1,150
 Other                                   21,914                12,533
 Management fees waived        
  by manager (Note 5)                 (118,382)              (39,849)
                                 --------------        --------------
Total expenses                        2,546,533               401,757
                                 --------------        --------------
 Net investment
 income                              90,724,056            14,032,778
                                 --------------        --------------
Net realized gain (loss)
 on investments                           (931)                 3,978
                                 --------------        --------------
Net increase in net assets
 resulting from operations          $90,723,125           $14,036,756
                                 ==============        ==============



   The accompanying notes are an integral part of these financial statements.



<TABLE>
<CAPTION>
THE MONEY MARKET PORTFOLIOS
Financial Statements (continued)

Statements of Changes in Net Assets
for the years ended June 30, 1997 and 1996


                                                                                     The U.S. Government Securities
                                                 The Money Market Portfolio              Money Market Portfolio
                                                    1997              1996                1997            1996
                                               --------------------------------------------------------------------
Increase (decrease) in net assets:
Operations:
 <S>                                             <C>              <C>                <C>             <C>         
 Net investment income                           $ 90,724,056     $ 79,011,040       $ 14,032,778    $ 17,554,934
 Net realized gain (loss) from
  security transactions                                  (931)              --              3,978             683
                                               --------------------------------------------------------------------
 Net increase in net assets
  resulting from operations                        90,723,125       79,011,040         14,036,756      17,555,617
Distributions to shareholders from
 net investment income                            (90,723,125)a    (79,011,040)       (14,036,756)b   (17,555,617)c
Increase (decrease) in net assets from
 capital share transactions (Note 2)              223,460,742      244,510,834        (27,071,927)   (188,953,282)
                                               --------------------------------------------------------------------
Net increase (decrease) in net assets             223,460,742      244,510,834        (27,071,927)   (188,953,282)
Net assets (there is no undistributed
 net investment income at beginning
 or end of year):
Beginning of year                               1,550,085,247    1,305,574,413        285,701,104     474,654,386
                                               ====================================================================
End of year                                    $1,773,545,989   $1,550,085,247       $258,629,177    $285,701,104


aDistributions were decreased by a net realized loss from security  transactions
of $931.
bDistributions were increased by a net realized gain from security  transactions
of $3,978.
cDistributions were increased by a net realized gain from security  transactions
of $683.



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



THE MONEY MARKET PORTFOLIOS
Notes to Financial Statements


1. SIGNIFICANT ACCOUNTING POLICIES

The Money Market Portfolios (Money Market) is a no load,  open-end,  diversified
management  investment  company (mutual fund),  registered  under the Investment
Company  Act of 1940,  as  amended.  The Money  Market has two  portfolios  (the
Portfolios)  consisting of The Money Market  Portfolio  and The U.S.  Government
Securities Money Market Portfolio.  The Portfolios' investment objective is high
current  income.  Each of the Portfolios  issues a separate series of shares and
maintains a totally separate and distinct  investment  portfolio.  The shares of
the Money  Market are  issued in private  placements  and are thus  exempt  from
registration under the Securities Act of 1933.

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

a. Security Valuation:

Portfolio  securities are valued at amortized cost,  which  approximates  value.
Each of the Portfolios  must maintain a dollar weighted  average  maturity of 90
days or less and only purchase  instruments  having remaining  maturities of 397
days or less.  If the  Portfolio has a remaining  weighted  average  maturity of
greater than 90 days,  the  Portfolio  will be stated at value based on recorded
closing sales on a national securities exchange or, in the absence of a recorded
sale, within the range of the most recent quoted bid and asked prices. The Board
has  established  procedures  designed to  stabilize,  to the extent  reasonably
possible,  each Portfolio's price per share as computed for the purpose of sales
and redemptions at $1.00.

b. Income Taxes:

The Portfolios intend to continue to qualify for the tax treatment applicable to
regulated  investment  companies under the Internal Revenue Code and to make the
requisite  distributions to shareholders which will be sufficient to relieve the
Portfolios from income and excise taxes. Each Portfolio is treated as a separate
entity in the determination of compliance with the Internal Revenue Code.

c. Security Transactions:

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

d. Investment Income, Expenses and Distributions:

Net investment  income  includes  income,  calculated on an accrual  basis,  and
estimated expenses which are accrued daily. The total available for distribution
is computed  daily and includes  the net  investment  income,  plus or minus any
gains or losses on security transactions and any changes in unrealized portfolio
appreciation or depreciation.  Distributions  are normally declared each day the
New York Stock Exchange is open for business,  equal to the total  available for
distribution (as defined above), and are payable to shareholders of record as of
the close of business that day.

e. Accounting Estimates:

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

f. Expense Allocation:

Common expenses  incurred by the Money Market are allocated among the Portfolios
based on the ratio of net assets of each  Portfolio  to the combined net assets.
In all other  respects,  expenses are charged to each Portfolio as incurred on a
specific identification basis.

g. Repurchase Agreements:

The Portfolios may enter into repurchase  agreements with government  securities
dealers  recognized  by the Federal  Reserve  Board  and/or  member banks of the
Federal Reserve System. A repurchase agreement is accounted for as a loan by the
Portfolio  to  the  seller,   collateralized   by  underlying  U.S.   government
securities,  which are delivered to the Portfolio's custodian. The market value,
including accrued interest,  of the initial  collateralization is required to be
at least 102% of the dollar amount invested by the Portfolios, with the value of
the  underlying  securities  marked to market  daily to maintain  coverage of at
least 100%. At June 30, 1997, all outstanding  repurchase agreements held by the
Portfolios had been entered into on that date.


<TABLE>
<CAPTION>
2. TRUST SHARES

At June 30,  1997,  there was an  unlimited  number of $0.01 par value shares of
beneficial interest  authorized.  Transactions in each of the Portfolios' shares
at $1.00 per share for the years ended June 30, 1997 and 1996 were as follows:

                                                                          The U.S.
                                                                          Government
                                                    The Money           Securities Money
                                                  Market Portfolio      Market Portfolio
                                                  --------------------------------------
1997
<S>                                               <C>                   <C>             
Shares sold                                       $ 4,134,527,818       $    937,979,469
Shares issued in reinvestment
 of distributions                                      90,722,912             14,037,460
Shares redeemed                                    (4,001,789,988)          (979,088,856)
                                                  --------------------------------------
Net increase (decrease)                             $ 223,460,742         $  (27,071,927)
                                                  ======================================
1996
Shares sold                                       $ 2,507,821,633         $  824,267,024
Shares issued in reinvestment
 of distributions                                      79,019,113             17,555,181
Shares redeemed                                    (2,342,329,912)        (1,030,775,487)
                                                  --------------------------------------
Net increase (decrease)                             $ 244,510,834        $  (188,953,282)
                                                  ======================================
</TABLE>


3. DISTRIBUTIONS AND CAPITAL LOSS CARRYOVERS

At June 30, 1997, for tax purposes,  the Money Market Portfolio had capital loss
carryovers as follows:

     Capital loss carryovers expiring in: 2002      $3,560
                                                    ------
                                                    $3,560
                                                    ======

From November 1, 1996 through June 30, 1997, The Money Market Portfolio incurred
$1,161 of net realized  capital  losses.  As permitted by tax  regulations,  the
Portfolio intends to elect to defer these losses and treat them as having arisen
in the year ended June 30, 1998.

For tax purposes,  the aggregate cost of securities is the same as for financial
reporting purposes at June 30, 1997.


4. PURCHASES AND SALES OF SECURITIES

Purchases and sales/maturities of securities (including  repurchase  agreements)
for the year ended June 30, 1997, were as follows:

                                                     The U.S.
                                                     Government
                           The Money             Securities Money
                        Market Portfolio          Market Portfolio
                        ------------------------------------------
Purchases               $80,755,607,940           $60,181,996,328
Sales                   $80,533,562,518           $60,208,670,575


5. TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

a. Management Agreement:

Under the terms of a management agreement,  Franklin Advisers,  Inc. (Advisers),
provides investment advice, administrative services, office space and facilities
to each Portfolio, and receives fees computed monthly based on the average daily
net assets of each  Portfolio.  The  Portfolios  pay fees equal to an annualized
rate of  15/100 of 1% of their  average  daily net  assets.  Advisers  agreed in
advance to waive a portion of its management fees for the Portfolios as noted in
the Statements of Operations for the year ended June 30, 1997.

b. Other Affiliates and Related Party Transactions:

<TABLE>
<CAPTION>
At June 30,  1997,  the shares of The Money Market  Portfolio  were owned by the
following funds:

                                                                                               Percentage of
                                                                                Shares      Outstanding Shares
                                                                            ----------------------------------
<S>                                                                         <C>                  <C>   
Franklin Money Fund                                                         1,502,261,263        84.70%
Institutional Fiduciary Trust - Money Market Portfolio                        185,105,166        10.44%
Institutional Fiduciary Trust - Franklin Cash Reserves Fund                    76,597,681         4.32%
Franklin Templeton Money Fund Trust - Franklin Templeton Money Fund II          9,581,879         0.54%
</TABLE>


b. Other Affiliates and Related Party Transactions: (cont.)

<TABLE>
<CAPTION>
At June 30,  1997,  the shares of The U.S.  Government  Securities  Money Market
Portfolio were owned by the following funds:

                                                                                               Percentage of
                                                                                Shares      Outstanding Shares
                                                                              --------------------------------
Institutional Fiduciary Trust - Franklin U.S. Government
<S>                                                                           <C>                <C>   
Securities Money Market Portfolio                                             136,748,226        52.87%
Franklin Federal Money Fund                                                   121,880,951        47.13%
</TABLE>

Certain  officers  and  trustees  of the  Portfolios  are also  officers  and/or
directors of Advisers (a wholly-owned subsidiary of Franklin Resources),  and of
the Franklin Money Fund, Institutional Fiduciary Trust, Franklin Templeton Money
Fund Trust and Franklin Federal Money Fund.


<TABLE>
<CAPTION>
6. FINANCIAL HIGHLIGHTS

Selected  data for a share of beneficial  interest  outstanding  throughout  the
period by Portfolio are as follows:

                    Per Share Operating Performance                          Ratios/Supplemental Data
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                Ratio of Net
            Net Asset                  Distributions                             Net Assets     Ratio of         Investment
 Year        Value at        Net         From Net     Net Asset                   at End        Expenses           Income
 Ended      Beginning     Investment    Investment     Value at        Total     of Period     to Average        to Average
June 30,    of Period       Income       Income      End of Period    Return+    (in 000's)    Net Assets++      Net Assets
- ------------------------------------------------------------------------------------------------------------------------------------
The Money Market Portfolio
<S>          <C>            <C>         <C>             <C>            <C>       <C>              <C>              <C>    
1993*        $1.00          $0.027      $(0.027)        $1.00          2.92%**   $ 222,358        0.15%**          3.18%**
1994          1.00           0.033       (0.033)         1.00          3.33        219,189        0.15             3.25
1995          1.00           0.053       (0.053)         1.00          5.46      1,305,574        0.15             5.42
1996          1.00           0.055       (0.055)         1.00          5.66      1,550,085        0.15             5.50
1997          1.00           0.056       (0.056)         1.00          5.47      1,773,546        0.15             5.34

The U.S. Government Securities Money Market Portfolio
1993*         1.00           0.021       (0.021)         1.00          2.27**      310,319        0.15**           3.05**
1994          1.00           0.032       (0.032)         1.00          3.25        218,548        0.15             3.20
1995          1.00           0.052       (0.052)         1.00          5.32        474,654        0.15             5.25
1996          1.00           0.054       (0.054)         1.00          5.55        285,701        0.15             5.45
1997          1.00           0.052       (0.052)         1.00          5.34        258,629        0.15             5.20

*July 28, 1992 (effective date) to June 30, 1993.                                                         
**Annualized
+Total  return  measures the change in value of an  investment  over the periods
indicated.  It is not annualized  (except as noted). It assumes  reinvestment of
dividends and capital gains at net asset value.
++During the periods indicated, Advisers agreed in advance to waive a portion of
its  management  fees of the  Portfolios.  Had such action not been  taken,  the
ratios of expenses to average net assets would have been as follows:
</TABLE>

                                            Ratio of
                                            Expenses
                                           to Average
                                           Net Assets
                                           ----------
The Money Market Portfolio
1993*                                        0.17%**
1994                                         0.17
1995                                         0.16
1996                                         0.16
1997                                         0.16


                                                            Ratio of
                                                            Expenses
                                                           to Average
                                                           Net Assets
                                                           ----------
The U.S. Government Securities Money Market Portfolio
1993*                                                         0.18%**
1994                                                          0.17
1995                                                          0.16
1996                                                          0.17
1997                                                          0.16


THE MONEY MARKET PORTFOLIOS

Report of Independent Accountants

To the Shareholders and Board of Trustees
of The Money Market Portfolios:

We have audited the accompanying statements of assets and liabilities of the two
portfolios  comprising the Money Market  Portfolios  including each  Portfolio's
statement of investments in securities and net assets,  as of June 30, 1997, and
the related  statements of operations for the year then ended, the statements of
changes in net assets for each of the two years in the period  then  ended,  and
the financial  highlights  for each of the periods  presented.  These  financial
statements and financial  highlights are the  responsibility  of the Portfolios'
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and financial highlights based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures included confirmation of securities owned as of June
30, 1997, by correspondence with the custodian. An audit also includes assessing
the accounting principles used and significant estimates made by management,  as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial position of each
of the Portfolios  comprising  the Money Market  Portfolios as of June 30, 1997,
the results of their  operations  for the year then ended,  the changes in their
net  assets  for each of the two  years in the  period  then  ended,  and  their
financial  highlights  for each of the periods  presented,  in  conformity  with
generally accepted accounting principles.


COOPERS & LYBRAND L.L.P.


San Francisco, California
August 4, 1997




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