FRANKLIN 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 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 Money  Market  Portfolio  (the
Portfolio),  which has the same investment  objective.  The Portfolio,  in turn,
invests in various money market instruments such as U.S.  government  securities
and other U.S.  dollar-denominated  securities.  The fund attempts to maintain a
stable net asset value of $1.00 per share.1


Dear Shareholder:

We are pleased to bring you the  Franklin  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. 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  level
dropped below 4.80%, its lowest level in over twenty years.2 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  increased
short-term  interest  rates 25 basis points,  from 5.25% to 5.50%.  As a result,
most  short-term  rates also rose slightly for the period.  The rise in interest
rates caused the fund's  seven-day  effective  yield to increase,  from 4.76% on
June 30, 1996, to 5.04% 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  Money  Fund's
portfolio  should allow the fund to adjust  quickly in an  environment of rising
short-term rates.


2. Source: U.S. Bureau of Labor Statistics.


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 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 Money Fund


PERFORMANCE SUMMARY

Franklin Money Fund
6/30/97

- ---------------------------------------------
Seven-day annualized yield              4.92%

Seven-day effective yield1              5.04%


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 MONEY FUND
- ------------------------------------------------------------------------------------------------------------------------------------
Statement of Investments in Securities and Net Assets, June 30, 1997

                                                                                                                   VALUE
   SHARES                                                                                                         (NOTE1)
- ------------------------------------------------------------------------------------------------------------------------------------
                Mutual Funds  100.3%
<S>             <C>                                                                                          <C>
1,502,261,263   The Money Market Portfolio (Note 1)                                                          $1,502,261,263
                                                                                                              -------------
                          Total Investments (Cost $1,502,261,263)  100.3%                                     1,502,261,263
                          Liabilities in Excess of Other Assets  (0.3)%                                          (4,023,369)
                                                                                                              -------------
                          Net Assets  100.0%                                                                 $1,498,237,894
                                                                                                              =============



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 MONEY FUND
Financial Statements


Statement of Assets and Liabilities
June 30, 1997


Assets:
 Investments in securities, at value and cost                     $1,502,261,263
 Receivables for capital shares sold                                  19,961,177
                                                                    ------------
Total assets                                                       1,522,222,440
                                                                    ------------
Liabilities:
 Payables:
  Capital shares repurchased                                          14,036,734
  Administration fees                                                    345,703
  Shareholder servicing costs                                            195,392
  Distributions to shareholders                                           19,337
 Other payables to shareholders                                        9,126,300
 Accrued expenses and other liabilities                                  261,080
                                                                    ------------
Total liabilities                                                     23,984,546
                                                                    ------------
Net assets (equivalent to $1.00 per share
 based on 1,498,237,894 shares of capital
 stock outstanding)                                               $1,498,237,894
                                                                    ============

<TABLE>
<CAPTION>
Statement of Operations
for the year ended June 30, 1997


Investment income:
 <S>                                                                  <C>                          <C>
 Dividends                                                                                         $71,435,416
Expenses:
 Administration fees (Note 5)                                         $3,977,302
 Shareholder servicing costs (Note 5)                                  2,168,617
 Reports to shareholders                                               1,307,265
 Registration and filing fees                                            166,627
 Directors' fees and expenses                                             77,004
 Professional fees                                                        24,157
 Other                                                                    26,508
                                                                    ------------
Total expenses                                                                                       7,747,480
                                                                                                  ------------
 Net investment income                                                                             $63,687,936
                                                                                                  ============
</TABLE>


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

                                                            1997                  1996
                                                         ----------------------------------
Increase (decrease)
 in net assets:
Operations:
 <S>                                                     <C>                  <C>         
 Net investment income                                   $ 63,687,936         $ 53,719,001
Distributions to share-
 holders from net
 investment income                                        (63,687,936)         (53,719,001)
Increase in net assets
 from capital share
 transactions
 (Note 2)                                                 325,599,270          153,672,341
                                                         ----------------------------------
Net increase in
 net assets                                               325,599,270          153,672,341
Net assets (there is no
 undistributed net invest-
 ment income at beginning
 or end of year):
  Beginning of year                                     1,172,638,624        1,018,966,283
                                                         ----------------------------------
  End of year                                          $1,498,237,894       $1,172,638,624
                                                         ==================================



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



FRANKLIN MONEY FUND
Notes to Financial Statements


1. SIGNIFICANT ACCOUNTING POLICIES

Franklin 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 Fund's investment objective is high current income.

The Fund invests  substantially  all of its assets in The Money Market Portfolio
(the Portfolio), which is a no-load, open-end, diversified management investment
company  having  the  same  investment  objective  as the  Fund.  The  financial
statements  of  the  Portfolio,   including  the  Statement  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. At June 30, 1997, the Fund owned 84.70% 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
distribution (as defined above), and are payable to shareholders of record as of
the close of business the preceding 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.


2. CAPITAL STOCK

At June 30,  1997,  there were  5,000,000,000  shares of $.10 par value  capital
stock  authorized.  Transactions in the Fund's shares at $1.00 per share were as
follows:

                                                     Year Ended June 30,
                                            -----------------------------------
                                                  1997                1996
                                            -----------------------------------
Shares sold                                 $4,254,731,056       $2,415,077,056
Shares issued in connection
 with merger (Note 6)                          111,973,848                   --
Shares issued in reinvestment
 of distributions                               63,447,512           53,666,653
Shares redeemed                             (4,104,553,146)      (2,315,071,368)
                                            -----------------------------------
Net increase                                 $ 325,599,270        $ 153,672,341
                                            ===================================


3.  DISTRIBUTIONS AND CAPITAL LOSS CARRYOVERS

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

Capital loss carryovers expiring in:    2001           $  763
                                        2002            4,038
                                                        -----
                                                       $4,801
                                                        =====

4. PURCHASES AND SALES OF SECURITIES

Purchases  and sales of securities  for the year ended June 30, 1997  aggregated
$1,939,224,597 and $1,610,734,681, respectively.


5. TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

a. Administration Agreement:

Under  the  terms  of  an  administration  agreement,  Franklin  Advisers,  Inc.
(Advisers), provides various administrative, statistical and other services, and
receives fees computed monthly based 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 aggregate $2,168,617,  of which $2,105,955 was paid
to Investor Services.


5. TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES (cont.)

c. Other Affiliates and Related Party Transactions:

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


6. ACQUISITION OF TEMPLETON MONEY FUND

On January 1, 1997, the Fund acquired all the net assets of Templeton Money Fund
(the  Templeton  Money)  pursuant  to a plan of  reorganization  approved by the
shareholders of the Templeton Money on December 31, 1996.

The acquisition was accomplished by a tax-free exchange of the Fund's shares for
all  the  net  assets  of the  Templeton  Money,  which  is  accounted  for as a
pooling-of-interest without restatement for financial reporting purposes.


<TABLE>
<CAPTION>
7. FINANCIAL HIGHLIGHTS

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

                                                                            Year Ended June 30,             Year Ended 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                                                .048          .049         .030            .032           .023
Distributions from net investment income                            (.048)        (.049)       (.030)          (.032)         (.023)
                                                                 -------------------------------------------------------------------
Net asset value at end of period                                   $1.00         $1.00        $1.00           $1.00          $1.00
                                                                 -------------------------------------------------------------------
Total Return*                                                       4.88%         4.99%        3.07%           3.28%          2.36%

Ratios/Supplemental Data
Net assets at end of period (in 000's)                           $1,498,238    $1,172,639    $1,018,966     $1,124,223   $1,040,026
Ratio of expenses to average net assets++                            .73%**        .75%**       .80%+**         .91%**         .80%
Ratio of expenses to average net assets (before fee waiver)++        .74%**        .76%**       .82%+**         .93%**          --
Ratio of net investment income to average net assets                4.78%         4.86%        5.19%+          3.23%          2.32%

*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.
+Annualized
++Effective  with fiscal year 1994,  the expense ratio includes the Fund's share
of the Portfolio's allocated expenses.
+++For the seven months ended June 30, 1995.
**During the periods indicated, Advisers agreed in advance to waive a portion of
its  management   fees  incurred  by  the  Portfolio,   and  a  portion  of  its
administration fees incurred by the Fund for 1994 and 1995.
</TABLE>



FRANKLIN MONEY FUND

Report of Independent Auditors


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

We have  audited the  accompanying  statement of assets and  liabilities  of the
Franklin  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  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 its  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



<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 Securities  7.7%
$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
for 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.


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
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)
                                       ======================================


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
                                                                          -----------------------------------
<S>                                                                       <C>                     <C>
Institutional Fiduciary Trust - Franklin U.S. Government
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.
</TABLE>

6. FINANCIAL HIGHLIGHTS (cont.)

++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:

                                                  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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