REPORT OF INDEPENDENT AUDITORS
To the Shareholders and Board of Trustees of Franklin
Tax-Exempt Money Fund
In planning and performing our audit of the financial statements of
Franklin Tax-Exempt Money Fund for the year ended July 31,
2000, we considered its internal control, including controls over
safeguarding securities, in order to determine our auditing
procedures for the purpose of expressing our opinion on the
financial statements and to comply with the requirements of Form
N-SAR, not to provide assurance on internal control.
The management of the Franklin Tax-Exempt Money Fund is
responsible for establishing and maintaining internal control. In
fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and related
costs of controls. Generally, controls that are relevant to an
audit pertain to the entity's objective of preparing financial
statements for external purposes that are fairly presented in
conformity with generally accepted accounting principles. Those
controls include the safeguarding of assets against unauthorized
acquisition, use, or disposition.
Because of inherent limitations in internal control, errors or
irregularities may occur and may not be detected. Also, projection
of any evaluation of internal control to future periods is subject
to the risk that it may become inadequate because of changes in
conditions or that the effectiveness of the design and operation
may deteriorate.
Our consideration of internal control would not necessarily disclose
all matters in internal control that might be material weaknesses
under standards established by the American Institute of Certified
Public Accountants. A material weakness is a condition in which the
design or operation of any specific internal control component does
not reduce to a relatively low level the risk that errors or
irregularities in amounts that would be material in relation to the
financial statements being audited may occur and not be detected
within a timely period by employees in the normal course of performing
their assigned functions. However, we noted no matters involving
internal control, including controls over safeguarding securities,
that we consider to be material weaknesses as defined above, as
of July 31, 2000.
This report is intended solely for the information and use of
management and the Securities and Exchange Commission.
S\PricewaterhouseCoopers LLP
San Francisco, California
September 6, 2000
