UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM N-CSR

  CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-02605
                                   ---------

                               FRANKLIN MONEY FUND
                               -------------------
              (Exact name of registrant as specified in charter)

                ONE FRANKLIN PARKWAY, SAN MATEO, CA 94403-1906
                -----------------------------------------------
              (Address of principal executive offices) (Zip code)

         CRAIG S. TYLE, ONE FRANKLIN PARKWAY, SAN MATEO, CA 94403-1906
         -------------------------------------------------------------
                    (Name and address of agent for service)

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

Date of fiscal year end: 6/30
                         ----

Date of reporting period: 6/30/07
                          -------

      ITEM 1. REPORTS TO STOCKHOLDERS.


                                [GRAPHIC OMITTED]

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                                                    JUNE 30, 2007
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
    ANNUAL REPORT AND SHAREHOLDER LETTER                 INCOME
- --------------------------------------------------------------------------------

                                                    WANT TO RECEIVE
                                                    THIS DOCUMENT
                                                    FASTER VIA EMAIL?
                   FRANKLIN MONEY FUND

                                                    Eligible shareholders can
                                                    sign up for eDelivery at
                                                    franklintempleton.com.
                                                    See inside for details.
- --------------------------------------------------------------------------------

                                    [LOGO](R)
                               FRANKLIN TEMPLETON
                                   INVESTMENTS

                        FRANKLIN o Templeton o Mutual Series



                               Franklin Templeton Investments

                               GAIN FROM OUR PERSPECTIVE(R)

                               Franklin Templeton's distinct multi-manager
                               structure combines the specialized expertise of
                               three world-class investment management groups--
                               Franklin, Templeton and Mutual Series.

SPECIALIZED EXPERTISE          Each of our portfolio management groups operates
                               autonomously, relying on its own research and
                               staying true to the unique investment disciplines
                               that underlie its success.

                               FRANKLIN. Founded in 1947, Franklin is a
                               recognized leader in fixed income investing and
                               also brings expertise in growth- and value-style
                               U.S. equity investing.

                               TEMPLETON. Founded in 1940, Templeton pioneered
                               international investing and, in 1954, launched
                               what has become the industry's oldest global
                               fund. Today, with offices in over 25 countries,
                               Templeton offers investors a truly global
                               perspective.

                               MUTUAL SERIES. Founded in 1949, Mutual Series is
                               dedicated to a unique style of value investing,
                               searching aggressively for opportunity among what
                               it believes are undervalued stocks, as well as
                               arbitrage situations and distressed securities.

TRUE DIVERSIFICATION           Because our management groups work independently
                               and adhere to different investment approaches,
                               Franklin, Templeton and Mutual Series funds
                               typically have distinct portfolios. That's why
                               our funds can be used to build truly diversified
                               allocation plans covering every major asset
                               class.

RELIABILITY YOU CAN TRUST      At Franklin Templeton Investments, we seek to
                               consistently provide investors with exceptional
                               risk-adjusted returns over the long term, as well
                               as the reliable, accurate and personal service
                               that has helped us become one of the most trusted
                               names in financial services.

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MUTUAL FUNDS | RETIREMENT PLANS | 529 COLLEGE SAVINGS PLANS | SEPARATE ACCOUNTS
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                                [GRAPHIC OMITTED]


Not part of the annual report



Contents


ANNUAL REPORT

Franklin Money Fund .......................................................    3

Performance Summary .......................................................    4

Your Fund's Expenses ......................................................    5

Financial Highlights and Statement of Investments .........................    7

Financial Statements ......................................................    9

Notes to Financial Statements .............................................   12

Report of Independent Registered Public Accounting Firm ...................   17

Tax Designation ...........................................................   18

Meeting of Shareholders ...................................................   19

Board Members and Officers ................................................   23

The Money Market Portfolios ...............................................   28

Shareholder Information ...................................................   50

- --------------------------------------------------------------------------------





Annual Report

Franklin Money Fund

YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Money Fund seeks to provide as
high a level of current income as is 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 goal and policies. The
Portfolio, in turn, mainly invests in high-quality, short-term U.S. dollar
denominated money market securities of domestic and foreign issuers. The Fund
attempts to maintain a stable $1.00 share price.

- --------------------------------------------------------------------------------
PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE
RESULTS. INVESTMENT RETURN WILL FLUCTUATE. CURRENT PERFORMANCE MAY DIFFER FROM
FIGURES SHOWN. PLEASE VISIT FRANKLINTEMPLETON.COM OR CALL 1-800/342-5236 FOR
MOST RECENT MONTH-END PERFORMANCE.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
AN INVESTMENT IN THE FUND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY OR INSTITUTION. ALTHOUGH
THE FUND SEEKS TO PRESERVE THE VALUE OF YOUR INVESTMENT AT $1.00 PER SHARE, IT
IS POSSIBLE TO LOSE MONEY BY INVESTING IN THE FUND.
- --------------------------------------------------------------------------------

We are pleased to bring you Franklin Money Fund's annual report for the fiscal
year ended June 30, 2007.

PERFORMANCE OVERVIEW

Short-term interest rates were relatively stable during the year under review.
In this environment, the Fund's seven-day effective yield rose from 4.62% on
June 30, 2006, to 4.73% on June 30, 2007.

ECONOMIC AND MARKET OVERVIEW

The U.S. economy was resilient over the 12 months ended June 30, 2007. Although
growth slowed in the first quarter of 2007 as a weakening housing market and
moderating profit growth dampened economic expansion, a tight labor market and
higher personal incomes helped support the consumer. Despite ongoing housing
market weakness, growth rebounded in the second quarter supported by federal
defense spending, accelerating exports and declining imports, greater business
inventory investment and increased spending for nonresidential structures.

Oil prices continued to be volatile though inflation remained relatively
subdued. However, headline, or overall, inflation and core inflation, which
excludes food and energy costs, experienced some upward pressure. In June 2007,
the headline Consumer Price Index (CPI) reported a 12-month rise of 2.7%, while
core CPI increased 2.2%. 1

1. Source: Bureau of Labor Statistics.

THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL
PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE
SOI BEGINS ON PAGE 8.


                                                               Annual Report | 3



PORTFOLIO BREAKDOWN
6/30/07

- --------------------------------------------------------------------------------
                                                                   % OF TOTAL
                                                                  INVESTMENTS
- --------------------------------------------------------------------------------
Certificates of Deposit                                                  55.8%
- --------------------------------------------------------------------------------
Commercial Paper                                                         42.7%
- --------------------------------------------------------------------------------
Repurchase Agreements                                                     1.4%
- --------------------------------------------------------------------------------
U.S. Government & Agency Securities                                       0.1%
- --------------------------------------------------------------------------------
Foreign Government & Agency Securities                                    0.0%*
- --------------------------------------------------------------------------------

*Rounds to less than 0.1% of total investments.

PERFORMANCE SUMMARY
SYMBOL: FMFXX
6/30/07

- --------------------------------------------------------------------------------
Seven-day effective yield 1                                              4.73%
- --------------------------------------------------------------------------------
Seven-day annualized yield                                               4.62%
- --------------------------------------------------------------------------------
Total annual operating expenses 2                                        0.67%
- --------------------------------------------------------------------------------

1. The seven-day effective yield assumes compounding of daily dividends.

2. Figures are as stated in the Fund's prospectus current as of the date of this
report.

Annualized and effective yields are for the seven-day period ended 6/30/07. The
Fund's average weighted maturity was 35 days. Yield reflects Fund expenses and
fluctuations in interest rates on Portfolio investments.

PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE
RESULTS. INVESTMENT RETURN WILL FLUCTUATE. CURRENT PERFORMANCE MAY DIFFER FROM
FIGURES SHOWN. PLEASE VISIT FRANKLINTEMPLETON.COM OR CALL 1-800/342-5236 FOR
MOST RECENT MONTH-END PERFORMANCE.

The Federal Reserve Board (Fed) kept the federal funds target rate at 5.25%
during the reporting period. In terms of an overall bias, the Fed continued to
diligently assess economic data saying that growth remained relatively stable
"despite the ongoing adjustment in the housing sector." At period-end, the
financial markets expected the Fed to remain on hold with its target rate
through year-end.

The 10-year Treasury note yield was range bound during the 12-month period,
beginning at 5.15% and ending the period at 5.03%. The intermediate portion of
the yield curve often reflects market expectations of the future direction of
inflation. A relatively moderate inflation environment, combined with modest
growth and profitability projections, contributed to this overall trend in
interest rates.

INVESTMENT STRATEGY

Consistent with our strategy, we invest, through the Portfolio, mainly in
high-quality, short-term U.S. dollar denominated money market securities of
domestic and foreign issuers, including bank obligations, commercial paper,
repurchase agreements and U.S. government securities. We maintain a
dollar-weighted average portfolio maturity of 90 days or less. We seek to
provide shareholders with a high-quality, conservative investment vehicle; thus,
we do not invest the Fund's cash in derivatives or other relatively volatile
securities that we believe involve undue risk.

MANAGER'S DISCUSSION

We continued to invest the Portfolio's assets in high-quality money market
securities. For example, on June 30, 2007, 100% of the securities purchased for
the Portfolio carried short-term credit ratings of A-1 or P-1, or higher, by
independent credit rating agency Standard & Poor's or Moody's Investors
Service. 2

We appreciate your support, welcome new shareholders and look forward to serving
your investment needs in the years ahead.

2. These do not indicate ratings of the Fund.

THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS
AS OF JUNE 30, 2007, THE END OF THE REPORTING PERIOD. THE WAY WE IMPLEMENT OUR
MAIN INVESTMENT STRATEGIES AND THE RESULTING PORTFOLIO HOLDINGS MAY CHANGE
DEPENDING ON FACTORS SUCH AS MARKET AND ECONOMIC CONDITIONS. THESE OPINIONS MAY
NOT BE RELIED UPON AS INVESTMENT ADVICE OR AN OFFER FOR A PARTICULAR SECURITY.
THE INFORMATION IS NOT A COMPLETE ANALYSIS OF EVERY ASPECT OF ANY MARKET,
COUNTRY, INDUSTRY, SECURITY OR THE FUND. STATEMENTS OF FACT ARE FROM SOURCES
CONSIDERED RELIABLE, BUT THE INVESTMENT MANAGER MAKES NO REPRESENTATION OR
WARRANTY AS TO THEIR COMPLETENESS OR ACCURACY. ALTHOUGH HISTORICAL PERFORMANCE
IS NO GUARANTEE OF FUTURE RESULTS, THESE INSIGHTS MAY HELP YOU UNDERSTAND OUR
INVESTMENT MANAGEMENT PHILOSOPHY.


4 | Annual Report



Your Fund's Expenses

As a Fund shareholder, you can incur two types of costs:

o     Transaction costs, including sales charges (loads) on Fund purchases and
      redemption fees; and

o     Ongoing Fund costs, including management fees, distribution and service
      (12b-1) fees, and other Fund expenses. All mutual funds have ongoing
      costs, sometimes referred to as operating expenses.

The following table shows ongoing costs of investing in the Fund and can help
you understand these costs and compare them with those of other mutual funds.
The table assumes a $1,000 investment held for the six months indicated.

ACTUAL FUND EXPENSES

The first line (Actual) of the table provides actual account values and
expenses. The "Ending Account Value" is derived from the Fund's actual return,
which includes the effect of Fund expenses.

You can estimate the expenses you paid during the period by following these
steps. OF COURSE, YOUR ACCOUNT VALUE AND EXPENSES WILL DIFFER FROM THOSE IN THIS
ILLUSTRATION:

1.    Divide your account value by $1,000.

      IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6.

2.    Multiply the result by the number under the heading "Expenses Paid During
      Period."

      IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50.

In this illustration, the estimated expenses paid this period are $64.50.

HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS

Information in the second line (Hypothetical) of the table can help you compare
ongoing costs of investing in the Fund with those of other mutual funds. This
information may not be used to estimate the Fund's actual ending account balance
or expenses you paid during the period. The hypothetical "Ending Account Value"
is based on the actual expense ratio for each class and an assumed 5% annual
rate of return before expenses, which does not represent the Fund's actual
return. The figure under the heading "Expenses Paid During Period" shows the
hypothetical expenses your account would have incurred under this scenario. You
can compare this figure with the 5% hypothetical examples that appear in
shareholder reports of other funds.


                                                               Annual Report | 5



Your Fund's Expenses (CONTINUED)

PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING
COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES OR
REDEMPTION FEES. Therefore, the second line of the table is useful in comparing
ongoing costs only, and will not help you compare total costs of owning
different funds. In addition, if transaction costs were included, your total
costs would have been higher. Please refer to the Fund prospectus for additional
information on operating expenses.



- -------------------------------------------------------------------------------------------------------
                                           BEGINNING ACCOUNT   ENDING ACCOUNT    EXPENSES PAID DURING
                                              VALUE 1/1/07      VALUE 6/30/07   PERIOD* 1/1/07-6/30/07
- -------------------------------------------------------------------------------------------------------
                                                                               
Actual                                           $1,000           $1,023.20             $3.56
- -------------------------------------------------------------------------------------------------------
Hypothetical (5% return before expenses)         $1,000           $1,021.27             $3.56
- -------------------------------------------------------------------------------------------------------


*Expenses are equal to the annualized expense ratio of 0.71%, which includes the
expenses incurred by the Portfolio, multiplied by the average account value over
the period, multiplied by 181/365 to reflect the one-half year period.


6 | Annual Report



Franklin Money Fund

FINANCIAL HIGHLIGHTS



                                                                   ---------------------------------------------------------------
                                                                                           YEAR ENDED JUNE 30,
                                                                         2007         2006         2005         2004         2003
                                                                   ---------------------------------------------------------------
                                                                                                        
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)
Net asset value, beginning of year ............................    $     1.00   $     1.00   $     1.00   $     1.00   $     1.00
                                                                   ---------------------------------------------------------------
Income from investment operations - net investment
   income .....................................................         0.046        0.036        0.015        0.004        0.010

Less distributions from net investment income .................        (0.046)      (0.036)      (0.015)      (0.004)      (0.010)
                                                                   ---------------------------------------------------------------

Net asset value, end of year ..................................    $     1.00   $     1.00   $     1.00   $     1.00   $     1.00
                                                                   ===============================================================

Total return a ................................................          4.72%        3.62%        1.55%        0.44%        0.93%

RATIOS TO AVERAGE NET ASSETS

Expenses before waiver and payments by affiliates b ...........          0.68%        0.67%        0.66%        0.66%        0.62%

Expenses net of waiver and payments by affiliates b ...........          0.68%        0.67%        0.66%        0.65%        0.62%

Net investment income .........................................          4.64%        3.59%        1.53%        0.44%        0.93%

SUPPLEMENTAL DATA

Net assets, end of year (000's) ...............................    $1,959,218   $1,688,245   $1,446,027   $1,615,830   $1,956,924


a Total return does not reflect sales commissions or contingent deferred sales
charges, if applicable.

b The expense ratio includes the Fund's share of the Portfolio's allocated
expenses.


                                                               Annual Report |
  The accompanying notes are an integral part of these financial statements. | 7



Franklin Money Fund

STATEMENT OF INVESTMENTS, JUNE 30, 2007



- ----------------------------------------------------------------------------------------------------------------
                                                                                    SHARES            VALUE
- ----------------------------------------------------------------------------------------------------------------
                                                                                           
  MUTUAL FUND (COST $1,969,796,829) 100.5%
a The Money Market Portfolio, 5.20% .........................................    1,969,796,829   $1,969,796,829
  OTHER ASSETS, LESS LIABILITIES (0.5)% .....................................                       (10,578,977)
                                                                                                 ---------------
  NET ASSETS 100.0% .........................................................                    $1,959,217,852
                                                                                                 ===============


a The rate shown is the annualized seven-day yield at period end.


8 | The accompanying notes are an integral part of these financial statements.
  | Annual Report



Franklin Money Fund

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
June 30, 2007


                                                                                     
Assets:
   Investments in Portfolio, at value and cost ......................................   $1,969,796,829
   Receivables from capital shares sold .............................................       10,873,508
                                                                                        --------------
         Total assets ...............................................................    1,980,670,337
                                                                                        --------------

Liabilities:
   Payables:
      Capital shares redeemed .......................................................       18,811,655
      Affiliates ....................................................................          629,370
      Distributions to shareholders .................................................          685,652
   Accrued expenses and other liabilities ...........................................        1,325,808
                                                                                        --------------
         Total liabilities ..........................................................       21,452,485
                                                                                        --------------
            Net assets, at value ....................................................   $1,959,217,852
                                                                                        --------------
   Net assets consist of paid-in capital ............................................   $1,959,217,852
                                                                                        ==============
Shares outstanding ..................................................................    1,959,300,157
                                                                                        ==============
Net asset value per share a .........................................................   $         1.00
                                                                                        ==============


a Redemption price is equal to net asset value less contingent deferred sales
charges, if applicable.


                                                               Annual Report |
  The accompanying notes are an integral part of these financial statements. | 9



Franklin Money Fund

FINANCIAL STATEMENTS (CONTINUED)

STATEMENT OF OPERATIONS
for the year ended June 30, 2007


                                                                                     
Investment income:
   Dividends from Portfolio .........................................................   $   95,201,504
                                                                                        --------------
Expenses:
   Administrative fees (Note 3a) ....................................................        5,399,235
   Transfer agent fees (Note 3c) ....................................................        3,825,015
   Reports to shareholders ..........................................................          214,782
   Registration and filing fees .....................................................          127,908
   Professional fees ................................................................           56,968
   Directors' fees and expenses .....................................................           71,850
   Other ............................................................................           78,014
                                                                                        --------------
         Total expenses .............................................................        9,773,772
                                                                                        --------------
            Net investment income ...................................................       85,427,732
                                                                                        --------------
Net increase (decrease) in net assets resulting from operations .....................   $   85,427,732
                                                                                        ==============



10 | The accompanying notes are an integral part of these financial statements.
   | Annual Report



Franklin Money Fund

FINANCIAL STATEMENTS (CONTINUED)

STATEMENTS OF CHANGES IN NET ASSETS



                                                                                                    -------------------------------
                                                                                                          YEAR ENDED JUNE 30,
                                                                                                         2007              2006
                                                                                                    --------------------------------
                                                                                                               
Increase (decrease) in net assets:
   Operations:
      Net investment income .....................................................................   $   85,427,732   $   54,897,605
      Distributions to shareholders from net investment income ..................................      (85,453,313)     (54,954,329)
      Capital share transactions (Note 2) .......................................................      270,998,749      242,274,791
                                                                                                    --------------------------------
            Net increase (decrease) in net assets ...............................................      270,973,168      242,218,067

Net assets (there is no undistributed net investment income at beginning or end of year):
      Beginning of year .........................................................................    1,688,244,684    1,446,026,617
                                                                                                    ================================
      End of year ...............................................................................   $1,959,217,852   $1,688,244,684
                                                                                                    ================================



                                                              Annual Report |
 The accompanying notes are an integral part of these financial statements. | 11



Franklin Money Fund

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Franklin Money Fund (the Fund) is registered under the Investment Company Act of
1940, as amended, (the 1940 Act) as a diversified, open-end investment company.

The Fund invests substantially all of its assets in The Money Market Portfolio
(the Portfolio), which is registered under the 1940 Act as a diversified,
open-end investment company. The accounting policies of the Portfolio, including
the Portfolio's security valuation policies, will directly affect the recorded
value of the Fund's investment in the Portfolio. The financial statements of the
Portfolio, including the Statement of Investments, are included elsewhere in
this report and should be read in conjunction with the Fund's financial
statements.

The following summarizes the Fund's significant accounting policies.

A. SECURITY VALUATION

The Fund holds Portfolio shares that are valued at its proportionate interest in
the closing net asset value of the Portfolio. As of June 30, 2007, the Fund owns
29.94% of the Portfolio.

B. INCOME TAXES

No provision has been made for U.S. income taxes because it is the Fund's policy
to qualify as a regulated investment company under the Internal Revenue Code and
to distribute to shareholders substantially all of its taxable income and net
realized gains.

C. SECURITY TRANSACTIONS, INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS

Security transactions are accounted for on trade date. Realized gains and losses
on security transactions are determined on a specific identification basis.
Income and estimated expenses are accrued daily. Dividends from net investment
income received from the Portfolio are normally declared daily. Such
distributions are reinvested in additional shares of the Fund. Distributions to
shareholders are determined according to income tax regulations (tax basis).
Distributable earnings determined on a tax basis may differ from earnings
recorded in accordance with accounting principles generally accepted in the
United States of America. These differences may be permanent or temporary.
Permanent differences are reclassified among capital accounts to reflect their
tax character. These reclassifications have no impact on net assets or the
results of operations. Temporary differences are not reclassified, as they may
reverse in subsequent periods.

D. ACCOUNTING ESTIMATES

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


12 | Annual Report



Franklin Money Fund

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

E. GUARANTEES AND INDEMNIFICATIONS

Under the Fund's organizational documents, its officers and directors are
indemnified by the Fund against certain liabilities arising out of the
performance of their duties to the Fund. Additionally, in the normal course of
business, the Fund enters into contracts with service providers that contain
general indemnification clauses. The Fund's maximum exposure under these
arrangements is unknown as this would involve future claims that may be made
against the Fund that have not yet occurred. Currently, the Fund expects the
risk of loss to be remote.

2. CAPITAL STOCK

At June 30, 2007, there were 5 billion shares authorized ($0.01 par value).
Transactions in the Fund's shares at $1.00 per share were as follows:

                                              ----------------------------------
                                                      YEAR ENDED JUNE 30,
                                                    2007              2006
                                              ----------------------------------
Shares sold  ..............................   $ 1,989,869,927   $ 1,825,036,838
Shares issued in reinvestment of
distributions .............................        84,894,434        54,779,534
Shares issued on merger (Note 5) ..........        83,564,029                --
Shares redeemed  ..........................    (1,887,329,641)   (1,637,541,581)
                                              ----------------------------------
Net increase (decrease) ...................   $   270,998,749   $   242,274,791
                                              ==================================

3. TRANSACTIONS WITH AFFILIATES

Franklin Resources, Inc. is the holding company for various subsidiaries that
together are referred to as Franklin Templeton Investments. Certain officers and
directors of the Fund are also officers and/or trustees of the Portfolio and of
the following subsidiaries:

- --------------------------------------------------------------------------------
SUBSIDIARY                                                AFFILIATION
- --------------------------------------------------------------------------------
Franklin Advisers, Inc. (Advisers)                        Administrative manager
Franklin Templeton Distributors, Inc. (Distributors)      Principal underwriter
Franklin Templeton Investor Services, LLC (Investor
Services)                                                 Transfer agent

A. ADMINISTRATIVE FEES

The Fund pays an administrative fee to Advisers based on the average daily net
assets of the Fund as follows:

- --------------------------------------------------------------------------------
ANNUALIZED FEE RATE      NET ASSETS
- --------------------------------------------------------------------------------
      0.455%             Up to and including $100 million
      0.330%             Over $100 million, up to and including $250 million
      0.280%             In excess of $250 million


                                                              Annual Report | 13



Franklin Money Fund

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

3. TRANSACTIONS WITH AFFILIATES (CONTINUED)

B. SALES CHARGES/UNDERWRITING AGREEMENTS

Distributors has advised the Fund of the following commission transactions
related to the sales and redemptions of the Fund's shares for the year:

Contingent deferred sales charges retained ..........................   $115,536

C. TRANSFER AGENT FEES

For the year ended June 30, 2007, the Fund paid transfer agent fees of
$3,825,015, of which $1,962,662 was retained by Investor Services.


4. INCOME TAXES

The tax character of distributions paid during the years ended June 30, 2007 and
2006, was as follows:

                                                       -------------------------
                                                           2007         2006
                                                       -------------------------

Distributions paid from ordinary income ............   $85,453,313   $54,954,329
                                                       =========================

At June 30, 2007, the cost of investments and undistributed ordinary income for
income tax purposes were as follows:

Cost of investments ...........................................   $1,969,796,829
                                                                  ==============

Undistributed ordinary income .................................   $      685,652
                                                                  ==============

Net investment income differs for financial statement and tax purposes primarily
due to differing treatment of merger expenses.

5. MERGER

On August 31, 2006, the Fund acquired the net assets of the Franklin Federal
Money Fund pursuant to an agreement of merger. The merger was accomplished by a
taxable exchange, and accounted for as a purchase.

The selected financial information and shares outstanding immediately before and
after the acquisition were as follows:

- --------------------------------------------------------------------------------
FUND NAME                                              SHARES AT $1.00 PER SHARE
- --------------------------------------------------------------------------------
Franklin Federal Money Fund .........................       $   83,564,029
Franklin Money Fund .................................       $1,720,884,199
Franklin Money Fund - post merger ...................       $1,804,448,228


14 | Annual Report



Franklin Money Fund

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

6. REGULATORY AND LITIGATION MATTERS

As part of various investigations by a number of federal, state, and foreign
regulators and governmental entities, including the Securities and Exchange
Commission ("SEC"), relating to certain practices in the mutual fund industry,
including late trading, market timing and marketing support payments to
securities dealers who sell fund shares ("marketing support"), Franklin
Resources, Inc. and certain of its subsidiaries (collectively, the "Company"),
entered into settlements with certain of those regulators and governmental
entities. Specifically, the Company entered into settlements with the SEC, among
others, concerning market timing and marketing support.

On June 23, 2006, the SEC approved the proposed plan of distribution for the
marketing support settlement, and disbursement of the settlement monies to the
designated funds, in accordance with the terms and conditions of that settlement
and plan, was completed in September 2006. The Fund did not participate in that
settlement.

On June 6, 2007, the SEC posted for public comment the proposed plan of
distribution for the market timing settlement. Following the public comment
period, and once the SEC approves the final plan of distribution, disbursements
of settlement monies will be made promptly to individuals who were shareholders
of the designated funds during the relevant period, in accordance with the terms
and conditions of the settlement and plan.

In addition, the Company, as well as most of the mutual funds within Franklin
Templeton Investments and certain current or former officers, Company directors,
fund directors, and employees, have been named in private lawsuits (styled as
shareholder class actions, or as derivative actions on behalf of either the
named funds or Franklin Resources, Inc.). The lawsuits relate to the industry
practices referenced above, as well as to allegedly excessive commissions and
advisory and distribution fees.

The Company and fund management believe that the claims made in each of the
private lawsuits referenced above are without merit and intend to defend against
them vigorously. The Company cannot predict with certainty the eventual outcome
of these lawsuits, nor whether they will have a material negative impact on the
Company. If it is determined that the Company bears responsibility for any
unlawful or inappropriate conduct that caused losses to the Fund, it is
committed to making the Fund or its shareholders whole, as appropriate.

7. NEW ACCOUNTING PRONOUNCEMENTS

In July 2006, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - an
Interpretation of FASB Statement No. 109" ("FIN 48"), which clarifies the
accounting for uncertainty in tax positions taken or expected to be taken in a
tax return. FIN 48 provides guidance on the measurement, recognition,


                                                              Annual Report | 15



Franklin Money Fund

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

7. NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)

classification and disclosure of tax positions, along with accounting for the
related interest and penalties. FIN 48 is effective for fiscal years beginning
after December 15, 2006, and is to be applied to all open tax years as of the
date of effectiveness. On December 22, 2006, the Securities and Exchange
Commission extended the implementation date to no later than the last net asset
value calculation in the first semi-annual reporting period in 2007. The Fund
believes the adoption of FIN 48 will have no material impact on its financial
statements.

In September 2006, FASB issued FASB Statement No. 157, "Fair Value Measurement"
("SFAS 157"), which defines fair value, establishes a framework for measuring
fair value, and expands disclosures about fair value measurements. SFAS 157 is
effective for fiscal years beginning after November 15, 2007, and interim
periods within those fiscal years. The Fund believes the adoption of SFAS 157
will have no material impact on its financial statements.


16 | Annual Report



Franklin Money Fund

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF FRANKLIN MONEY FUND

In our opinion, the accompanying statement of assets and liabilities, including
the statement of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Franklin Money Fund (the "Fund") at
June 30, 2007, 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 each of the five years in the period then ended, in
conformity with accounting principles generally accepted in the United States of
America. These financial statements and financial highlights (hereafter referred
to as "financial statements") are the responsibility of the Fund's management.
Our responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these financial statements in
accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

San Francisco, California
August 17, 2007


                                                              Annual Report | 17



Franklin Money Fund

TAX DESIGNATION (UNAUDITED)

Under  Section  871(k)(1)(C)  of the  Internal  Revenue  Code  (Code),  the Fund
designates the maximum amount allowable but no less than $85,453,313 as interest
related dividends for purposes of the tax imposed under section  871(a)(1)(A) of
the Code for the fiscal year ended June 30, 2007.


18 | Annual Report



Franklin Money Fund

MEETING OF SHAREHOLDERS, MARCH 21, 2007 AND RECONVENED ON APRIL 11, 2007
AND MAY 4, 2007 (UNAUDITED)

A Special Meeting of Shareholders of the Franklin Money Fund (the "Fund") was
held at the Fund's offices, One Franklin Parkway, San Mateo, California on March
21, 2007 and reconvened on April 11, 2007 and May 4, 2007. The purpose of the
meeting was to elect Directors of the Fund and to vote on the following
Proposals and Sub-Proposals: to amend the By-Laws to provide that the authorized
number of directors shall not be less than five (5) nor more than ten (10); to
approve an Agreement of Merger that provides for the reorganization of the Fund
into a Delaware statutory trust; to approve amendments to certain of the Fund's
fundamental investment restrictions (including eight (8) Sub-Proposals); and to
approve the elimination of certain of the Fund's fundamental investment
restrictions. At the meeting, the following persons were elected by the
shareholders to serve as Independent Directors of the Fund: Harris J. Ashton,
Robert F. Carlson, Sam Ginn, Edith E. Holiday, Frank W. T. LaHaye, Frank A.
Olson, Larry D. Thompson and John B. Wilson. Charles B. Johnson and Gregory E.
Johnson were elected by the shareholders by the shareholders to serve as
Interested Directors. Shareholders also approved the amendment to the By-Laws to
provide that the authorized number of directors shall not be less than five (5)
nor more than ten (10), the Agreement of Merger providing for the reorganization
of the Fund into a Delaware statutory trust, amendments to certain of the Fund's
fundamental investment restrictions (including eight (8) Sub-Proposals), and the
elimination of certain of the Fund's fundamental investment restrictions. In
addition, shareholders of the Fund were requested to provide voting instructions
to the Fund, as a "feeder fund," on how the Fund should vote its shares in The
Money Market Portfolios, as the "master portfolio," at a Special Meeting of
Shareholders of the Money Market Portfolios held on March 21, 2007. The results
of such Special Meeting of Shareholders are reported starting on page 41 of this
report.

Proposal 1. To amend the By-Laws to provide that the authorized number of
directors shall not be less than five (5) nor more than ten (10):

- --------------------------------------------------------------------------------
                                                              % OF        % OF
                                                           OUTSTANDING   VOTED
                                         SHARES VOTED        SHARES      SHARES
- --------------------------------------------------------------------------------
For ...............................   1,029,717,961.425      55.548%     92.409%
Against ...........................      35,055,109.416       1.891%      3.146%
Abstain ...........................      49,533,441.817       2.672%      4.445%
- --------------------------------------------------------------------------------
TOTAL .............................   1,114,306,512.658      60.111%    100.000%


                                                              Annual Report | 19



Franklin Money Fund

MEETING OF SHAREHOLDERS, MARCH 21, 2007 AND RECONVENED ON APRIL 11, 2007 AND MAY
4, 2007 (UNAUDITED) (CONTINUED)

Proposal 2.  To elect a Board of Directors:



- -----------------------------------------------------------------------------------------------------------------
                                                      % OF        % OF                         % OF        % OF
                                                   OUTSTANDING    VOTED                     OUTSTANDING    VOTED
NAME                                  FOR            SHARES      SHARES       WITHHELD        SHARES      SHARES
- -----------------------------------------------------------------------------------------------------------------
                                                                                         
Harris J. Ashton ...........   1,064,518,203.973     57.425%     95.532%   49,788,308.685      2.686%      4.468%
Robert F. Carlson ..........   1,064,143,387.389     57.405%     95.498%   50,163,125.269      2.706%      4.502%
Sam Ginn ...................   1,065,557,435.256     57.481%     95.625%   48,749,077.402      2.630%      4.375%
Edith E. Holiday ...........   1,064,929,197.062     57.447%     95.569%   49,377,315.596      2.664%      4.431%
Frank W. T. LaHaye .........   1,064,697,403.956     57.435%     95.548%   49,609,108.702      2.676%      4.452%
Frank A. Olson .............   1,063,732,866.557     57.383%     95.461%   50,573,646.101      2.728%      4.539%
Larry D. Thompson ..........   1,064,715,165.463     57.436%     95.550%   49,591,347.195      2.675%      4.450%
John B. Wilson .............   1,065,954,304.055     57.503%     95.661%   48,352,208.603      2.608%      4.339%
Charles B. Johnson .........   1,063,433,400.155     57.367%     95.435%   50,873,112.503      2.744%      4.565%
Gregory E. Johnson .........   1,063,568,112.618     57.374%     95.447%   50,738,400.040      2.737%      4.553%


Proposal 3. To approve an Agreement of Merger that provides for the
reorganization of the Fund into a Delaware statutory trust:

- --------------------------------------------------------------------------------
                                                             % OF         % OF
                                                          OUTSTANDING    VOTED
                                         SHARES VOTED        SHARES      SHARES
- --------------------------------------------------------------------------------
For ...............................     939,993,116.653     50.708%      84.357%
Against ...........................      47,625,395.646      2.569%       4.274%
Abstain ...........................      79,492,002.359      4.288%       7.134%
Broker Non-Votes ..................      47,195,998.000      2.546%       4.235%
- --------------------------------------------------------------------------------
TOTAL .............................   1,114,306,512.658     60.111%     100.000%

Proposal 4. To approve amendments to certain fundamental investment restrictions
(includes eight (8) Sub-Proposals):

(a) To amend the Fund's fundamental investment restriction regarding borrowing:

- --------------------------------------------------------------------------------
                                                             % OF         % OF
                                                          OUTSTANDING    VOTED
                                         SHARES VOTED        SHARES      SHARES
- --------------------------------------------------------------------------------
For ...............................     805,752,728.322     43.467%      81.657%
Against ...........................      58,621,294.959      3.162%       5.941%
Abstain ...........................      70,550,667.622      3.806%       7.149%
Broker Non-Votes ..................      51,839,122.000      2.796%       5.253%
- --------------------------------------------------------------------------------
TOTAL .............................     986,763,812.903     53.231%     100.000%


20 | Annual Report



Franklin Money Fund

MEETING OF SHAREHOLDERS, MARCH 21, 2007 AND RECONVENED ON APRIL 11, 2007 AND MAY
4, 2007 (UNAUDITED) (CONTINUED)

Proposal 4. To approve amendments to certain fundamental investment restrictions
(includes eight (8) Sub-Proposals): (CONTINUED)

(b) To amend the Fund's fundamental investment restriction regarding
underwriting:

- --------------------------------------------------------------------------------
                                                             % OF         % OF
                                                          OUTSTANDING    VOTED
                                         SHARES VOTED        SHARES      SHARES
- --------------------------------------------------------------------------------
For ...............................     815,086,496.335     43.971%      82.602%
Against ...........................      49,144,168.450      2.651%       4.980%
Abstain ...........................      70,694,026.118      3.813%       7.165%
Broker Non-Votes ..................      51,839,122.000      2.796%       5.253%
- --------------------------------------------------------------------------------
TOTAL .............................     986,763,812.903     53.231%     100.000%

(c) To amend the Fund's fundamental investment restriction regarding lending:

- --------------------------------------------------------------------------------
                                                             % OF          % OF
                                                          OUTSTANDING    VOTED
                                         SHARES VOTED        SHARES      SHARES
- --------------------------------------------------------------------------------
For ...............................     809,813,527.226     43.686%      82.068%
Against ...........................      55,798,417.190      3.010%       5.654%
Abstain ...........................      69,312,746.487      3.739%       7.025%
Broker Non-Votes ..................      51,839,122.000      2.796%       5.253%
- --------------------------------------------------------------------------------
TOTAL .............................     986,763,812.903     53.231%     100.000%

(d) To amend the Fund's fundamental investment restriction regarding investments
in real estate:

- --------------------------------------------------------------------------------
                                                             % OF          % OF
                                                          OUTSTANDING    VOTED
                                         SHARES VOTED        SHARES      SHARES
- --------------------------------------------------------------------------------
For ...............................     817,742,215.394     44.114%      82.872%
Against ...........................      51,267,794.432      2.765%       5.196%
Abstain ...........................      65,914,681.077      3.556%       6.679%
Broker Non-Votes ..................      51,839,122.000      2.796%       5.253%
- --------------------------------------------------------------------------------
TOTAL .............................     986,763,812.903     53.231%     100.000%

(e) To amend the Fund's fundamental investment restriction regarding investments
in commodities:

- --------------------------------------------------------------------------------
                                                             % OF          % OF
                                                          OUTSTANDING    VOTED
                                         SHARES VOTED        SHARES      SHARES
- --------------------------------------------------------------------------------
For ...............................     809,044,685.211     43.645%      81.990%
Against ...........................      57,660,347.887      3.110%       5.843%
Abstain ...........................      68,219,657.805      3.680%       6.914%
Broker Non-Votes ..................      51,839,122.000      2.796%       5.253%
- --------------------------------------------------------------------------------
TOTAL .............................     986,763,812.903     53.231%     100.000%


                                                              Annual Report | 21



Franklin Money Fund

MEETING OF SHAREHOLDERS, MARCH 21, 2007 AND RECONVENED ON APRIL 11, 2007 AND MAY
4, 2007 (UNAUDITED) (CONTINUED)

Proposal 4. To approve amendments to certain fundamental investment restrictions
(includes eight (8) Sub-Proposals): (CONTINUED)

(f) To amend the Fund's fundamental investment restriction regarding issuing
senior securities:

- --------------------------------------------------------------------------------
                                                             % OF          % OF
                                                          OUTSTANDING    VOTED
                                         SHARES VOTED        SHARES      SHARES
- --------------------------------------------------------------------------------
For ...............................     820,857,378.519     44.282%      83.187%
Against ...........................      47,490,794.862      2.562%       4.813%
Abstain ...........................      66,576,517.522      3.591%       6.747%
Broker Non-Votes ..................      51,839,122.000      2.796%       5.253%
- --------------------------------------------------------------------------------
TOTAL .............................     986,763,812.903     53.231%     100.000%

(g) To amend the Fund's fundamental investment restriction regarding industry
concentration:

- --------------------------------------------------------------------------------
                                                             % OF          % OF
                                                          OUTSTANDING    VOTED
                                         SHARES VOTED        SHARES      SHARES
- --------------------------------------------------------------------------------
For ...............................     819,368,414.724     44.202%      83.036%
Against ...........................      48,928,910.886      2.639%       4.958%
Abstain ...........................      66,627,365.293      3.594%       6.753%
Broker Non-Votes ..................      51,839,122.000      2.796%       5.253%
- --------------------------------------------------------------------------------
TOTAL .............................     986,763,812.903     53.231%     100.000%

(h) To amend the Fund's fundamental investment restriction regarding
diversification of investments:

- --------------------------------------------------------------------------------
                                                             % OF          % OF
                                                          OUTSTANDING    VOTED
                                         SHARES VOTED        SHARES      SHARES
- --------------------------------------------------------------------------------
For ...............................     832,330,032.972     44.901%      84.350%
Against ...........................      37,092,188.324      2.001%       3.759%
Abstain ...........................      65,502,469.607      3.533%       6.638%
Broker Non-Votes ..................      51,839,122.000      2.796%       5.253%
- --------------------------------------------------------------------------------
TOTAL .............................     986,763,812.903     53.231%     100.000%

Proposal 5. To approve the elimination of certain of the Fund's fundamental
investment restrictions:

- --------------------------------------------------------------------------------
                                                             % OF          % OF
                                                          OUTSTANDING    VOTED
                                         SHARES VOTED        SHARES      SHARES
- --------------------------------------------------------------------------------
For ...............................     800,256,737.834     43.171%      81.100%
Against ...........................      61,001,606.944      3.290%       6.182%
Abstain ...........................      73,666,346.125      3.974%       7.465%
Broker Non-Votes ..................      51,839,122.000      2.796%       5.253%
- --------------------------------------------------------------------------------
TOTAL .............................     986,763,812.903     53.231%     100.000%


22 | Annual Report



Franklin Money Fund

BOARD MEMBERS AND OFFICERS

The name, year of birth and address of the officers and board members, as well
as their affiliations, positions held with the Fund, principal occupations
during the past five years and number of portfolios overseen in the Franklin
Templeton Investments fund complex are shown below. Generally, each board member
serves until that person's successor is elected and qualified.

INDEPENDENT BOARD MEMBERS



- -----------------------------------------------------------------------------------------------------------------------------------
                                                                       NUMBER OF PORTFOLIOS IN
NAME, YEAR OF BIRTH                               LENGTH OF            FUND COMPLEX OVERSEEN
AND ADDRESS                      POSITION         TIME SERVED          BY BOARD MEMBER*          OTHER DIRECTORSHIPS HELD
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                     
HARRIS J. ASHTON (1932)          Director         Since 1982           140                       Director, Bar-S Foods (meat
One Franklin Parkway                                                                             packing company).
San Mateo, CA 94403-1906

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:

Director of various companies; and FORMERLY, Director, RBC Holdings, Inc. (bank holding company) (until 2002); and President, Chief
Executive Officer and Chairman of the Board, General Host Corporation (nursery and craft centers) (until 1998).
- -----------------------------------------------------------------------------------------------------------------------------------
ROBERT F. CARLSON (1928)         Director         Since 1998           121                       None
One Franklin Parkway
San Mateo, CA 94403-1906

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:

Vice President, senior member and past President, Board of Administration, California Public Employees Retirement Systems
(CALPERS); and FORMERLY, member and Chairman of the Board, Sutter Community Hospitals; member, Corporate Board, Blue Shield of
California; and Chief Counsel, California Department of Transportation.
- -----------------------------------------------------------------------------------------------------------------------------------
SAM GINN (1937)                  Director         Since May 2007       121                       Director, Chevron Corporation
One Franklin Parkway                                                                             (global energy company) and ICO
San Mateo, CA 94403-1906                                                                         Global Communications (Holdings)
                                                                                                 Limited (satellite company).

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:

Private investor; and FORMERLY, Chairman of the Board, Vodafone AirTouch, PLC; Chairman of the Board and Chief Executive Officer,
AirTouch Communications (1993-1998) and Pacific Telesis Groups (1988-1994).
- -----------------------------------------------------------------------------------------------------------------------------------
EDITH E. HOLIDAY (1952)          Director         Since 2005           140                       Director, Hess Corporation
One Franklin Parkway                                                                             (formerly, Amerada Hess
San Mateo, CA 94403-1906                                                                         Corporation) (exploration and
                                                                                                 refining of oil and gas), H.J.
                                                                                                 Heinz Company (processed foods and
                                                                                                 allied products), RTI
                                                                                                 International Metals, Inc.
                                                                                                 (manufacture and distribution of
                                                                                                 titanium), Canadian National
                                                                                                 Railway (railroad), and White
                                                                                                 Mountains Insurance Group, Ltd.
                                                                                                 (holding company).

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:

Director or Trustee of various companies and trusts; and FORMERLY, Assistant to the President of the United States and Secretary of
the Cabinet (1990-1993); General Counsel to the United States Treasury Department (1989-1990); and Counselor to the Secretary and
Assistant Secretary for Public Affairs and Public Liaison-United States Treasury Department (1988-1989).
- -----------------------------------------------------------------------------------------------------------------------------------



                                                              Annual Report | 23





- -----------------------------------------------------------------------------------------------------------------------------------
                                                                       NUMBER OF PORTFOLIOS IN
NAME, YEAR OF BIRTH                               LENGTH OF            FUND COMPLEX OVERSEEN
AND ADDRESS                      POSITION         TIME SERVED          BY BOARD MEMBER*          OTHER DIRECTORSHIPS HELD
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                     
FRANK W.T. LAHAYE (1929)         Director         Since 1975           121                       Director, Center for Creative Land
One Franklin Parkway                                                                             Recycling (redevelopment).
San Mateo, CA 94403-1906

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:

General Partner, Las Olas L.P. (Asset Management); and FORMERLY, Chairman, Peregrine Venture Management Company (venture capital).
- -----------------------------------------------------------------------------------------------------------------------------------
FRANK A. OLSON (1932)            Director         Since May 2007       140                       Director, Hess Corporation
One Franklin Parkway San                                                                         (formerly, Amerada Hess
Mateo, CA 94403-1906                                                                             Corporation) (exploration and
                                                                                                 refining of oil and gas) and
                                                                                                 Sentient Jet (private jet
                                                                                                 service); and FORMERLY, Director,
                                                                                                 Becton Dickinson and Company
                                                                                                 (medical technology), Cooper
                                                                                                 Industries, Inc. (electrical
                                                                                                 products and tools and hardware),
                                                                                                 Health Net, Inc. (formerly,
                                                                                                 Foundation Health) (integrated
                                                                                                 managed care), The Hertz
                                                                                                 Corporation (car rental), Pacific
                                                                                                 Southwest Airlines, The RCA
                                                                                                 Corporation, Unicom (formerly,
                                                                                                 Commonwealth Edison), UAL
                                                                                                 Corporation (airlines) and White
                                                                                                 Mountains Insurance Group, Ltd.
                                                                                                 (holding company).

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:

Chairman Emeritus, The Hertz Corporation (since 2000) (Chairman of the Board (1980-2000) and Chief Executive Officer (1977-1999));
and FORMERLY, Chairman of the Board, President and Chief Executive Officer, UAL Corporation.
- -----------------------------------------------------------------------------------------------------------------------------------
LARRY D. THOMPSON (1945)         Director         Since May 2007       140                       None
One Franklin Parkway
San Mateo, CA 94403-1906

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:

Senior Vice President - Government Affairs, General Counsel and Secretary, PepsiCo, Inc. (consumer products); and FORMERLY,
Director, Delta Airlines (aviation) (2003-2005) and Providian Financial Corp. (1997-2001); Senior Fellow of The Brookings
Institution (2003-2004); Visiting Professor, University of Georgia School of Law (2004); and Deputy Attorney General, U.S.
Department of Justice (2001-2003).
- -----------------------------------------------------------------------------------------------------------------------------------
JOHN B. WILSON (1959)            Director         Since May 2007       121                       None
One Franklin Parkway
San Mateo, CA 94403-1906

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:

President and Founder, Hyannis Port Capital, Inc. (real estate and private equity investing); serves on private and non-profit
boards; and FORMERLY, Chief Operating Officer and Executive Vice President, Gap, Inc. (retail) (1996-2000); Chief Financial Officer
and Executive Vice President - Finance and Strategy, Staples, Inc. (office supplies) (1992-1996); Executive Vice President -
Corporate Planning, Northwest Airlines, Inc. (airlines) (1990-1992); and Vice President and Partner, Bain & Company (1986-1990).
- -----------------------------------------------------------------------------------------------------------------------------------



24 | Annual Report



INTERESTED BOARD MEMBERS AND OFFICERS



- -----------------------------------------------------------------------------------------------------------------------------------
                                                                       NUMBER OF PORTFOLIOS IN
NAME, YEAR OF BIRTH                               LENGTH OF            FUND COMPLEX OVERSEEN
AND ADDRESS                      POSITION         TIME SERVED          BY BOARD MEMBER*          OTHER DIRECTORSHIPS HELD
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                     
**CHARLES B. JOHNSON (1933)      Director and     Director since       140                       None
One Franklin Parkway             Chairman of      1975 and
San Mateo, CA 94403-1906         the Board        Chairman of the
                                                  Board since 1993

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:

Chairman of the Board, Member - Office of the Chairman and Director, Franklin Resources, Inc.; Director, Templeton Worldwide, Inc.;
and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 42
of the investment companies in Franklin Templeton Investments.
- -----------------------------------------------------------------------------------------------------------------------------------
**GREGORY E. JOHNSON (1961)      Director         Since May 2007       91                        None
One Franklin Parkway
San Mateo, CA 94403-1906

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:

Director, President and Chief Executive Officer, Franklin Resources, Inc.; President, Templeton Worldwide, Inc.; Director,
Templeton Asset Management Ltd.; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of
Franklin Resources, Inc. and of 33 of the investment companies in Franklin Templeton Investments.
- -----------------------------------------------------------------------------------------------------------------------------------
JAMES M. DAVIS (1952)            Chief            Chief Compliance     Not Applicable            Not Applicable
One Franklin Parkway             Compliance       Officer since 2004
San Mateo, CA 94403-1906         Officer and      and Vice
                                 Vice President   President - AML
                                 - AML            Compliance since
                                 Compliance       2006

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:

Director, Global Compliance, Franklin Resources, Inc.; officer of some of the other subsidiaries of Franklin Resources, Inc. and of
46 of the investment companies in Franklin Templeton Investments; and FORMERLY, Director of Compliance, Franklin Resources, Inc.
(1994-2001).
- -----------------------------------------------------------------------------------------------------------------------------------
LAURA FERGERSON (1962)           Treasurer        Since 2004           Not Applicable            Not Applicable
One Franklin Parkway
San Mateo, CA 94403-1906

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:

Vice President, Franklin Templeton Services, LLC; officer of 30 of the investment companies in Franklin Templeton Investments; and
FORMERLY, Director and member of Audit and Valuation Committees, Runkel Funds, Inc. (2003-2004); Assistant Treasurer of most of the
investment companies in Franklin Templeton Investments (1997-2003); and Vice President, Franklin Templeton Services, LLC
(1997-2003).
- -----------------------------------------------------------------------------------------------------------------------------------



                                                              Annual Report | 25





- -----------------------------------------------------------------------------------------------------------------------------------
                                                                       NUMBER OF PORTFOLIOS IN
NAME, YEAR OF BIRTH                               LENGTH OF            FUND COMPLEX OVERSEEN
AND ADDRESS                      POSITION         TIME SERVED          BY BOARD MEMBER*          OTHER DIRECTORSHIPS HELD
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                     
JIMMY D. GAMBILL (1947)          Senior Vice      Since 2002           Not Applicable            Not Applicable
500 East Broward Blvd.           President and
Suite 2100                       Chief
Fort Lauderdale, FL 33394-3091   Executive
                                 Officer -
                                 Finance and
                                 Administration

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:

President, Franklin Templeton Services, LLC; Senior Vice President, Templeton Worldwide, Inc.; and officer of some of the other
subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments.
- -----------------------------------------------------------------------------------------------------------------------------------
DAVID P. GOSS (1947)             Vice President   Since 2000           Not Applicable            Not Applicable
One Franklin Parkway
San Mateo, CA 94403-1906

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:

Senior Associate General Counsel, Franklin Templeton Investments; officer and director of one of the subsidiaries of Franklin
Resources, Inc.; and officer of 46 of the investment companies in Franklin Templeton Investments.
- -----------------------------------------------------------------------------------------------------------------------------------
RUPERT H. JOHNSON, JR. (1940)    President and    President since      Not Applicable            Not Applicable
One Franklin Parkway             Chief            1993 and Chief
San Mateo, CA 94403-1906         Executive        Executive
                                 Officer          Officer -
                                 - Investment     Investment
                                 Management       Management
                                                  since 2002

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:

Vice Chairman, Member - Office of the Chairman and Director, Franklin Resources, Inc.; Director, Franklin Advisers, Inc. and
Templeton Worldwide, Inc.; Senior Vice President, Franklin Advisory Services, LLC; and officer and/or director or trustee, as the
case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 44 of the investment companies in Franklin
Templeton Investments.
- -----------------------------------------------------------------------------------------------------------------------------------
KAREN L. SKIDMORE (1952)         Vice President   Since 2006           Not Applicable            Not Applicable
One Franklin Parkway             and Secretary
San Mateo, CA 94403-1906

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:

Senior Associate General Counsel, Franklin Templeton Investments; and officer of 30 of the investment companies in Franklin
Templeton Investments.
- -----------------------------------------------------------------------------------------------------------------------------------



26 | Annual Report





- -----------------------------------------------------------------------------------------------------------------------------------
                                                                       NUMBER OF PORTFOLIOS IN
NAME, YEAR OF BIRTH                               LENGTH OF            FUND COMPLEX OVERSEEN
AND ADDRESS                      POSITION         TIME SERVED          BY BOARD MEMBER*          OTHER DIRECTORSHIPS HELD
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                     
CRAIG S. TYLE (1960)             Vice President   Since 2005           Not Applicable            Not Applicable
One Franklin Parkway
San Mateo, CA 94403-1906

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:

General Counsel and Executive Vice President, Franklin Resources, Inc.; officer of some of the other subsidiaries of Franklin
Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments; and FORMERLY, Partner, Shearman &
Sterling, LLP (2004-2005); and General Counsel, Investment Company Institute (ICI) (1997-2004).
- -----------------------------------------------------------------------------------------------------------------------------------
GALEN G. VETTER (1951)           Chief            Since 2004           Not Applicable            Not Applicable
500 East Broward Blvd.           Financial
Suite 2100                       Officer and
Fort Lauderdale, FL 33394-3091   Chief
                                 Accounting
                                 Officer

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:

Senior Vice President, Franklin Templeton Services, LLC; officer of 46 of the investment companies in Franklin Templeton
Investments; and FORMERLY, Managing Director, RSM McGladrey, Inc. (1999-2004); and Partner, McGladrey & Pullen, LLP (1979-1987 and
1991-2004).
- -----------------------------------------------------------------------------------------------------------------------------------


* We base the number of portfolios on each separate series of the U.S.
registered investment companies within the Franklin Templeton Investments fund
complex. These portfolios have a common investment manager or affiliated
investment managers.

** Charles B. Johnson is considered to be an interested person of the Fund under
the federal securities laws due to his position as officer and director and
major shareholder of Franklin Resources, Inc. (Resources), which is the parent
company of the Fund's investment manager and distributor. Gregory E. Johnson is
considered to be an interested person of the Fund under the federal securities
laws due to his position as an officer and director of Resources.

Note 1: Charles B. Johnson and Rupert H. Johnson, Jr. are brothers and the
father and uncle, respectively, of Gregory E. Johnson.

Note 2: Officer information is current as of the date of this report. It is
possible that after this date, information about officers may change.

Note 3: Prior to June 30, 2007, S. Joseph Fortunato, Rupert H. Johnson, Jr. and
Gordon S. Macklin ceased to be directors of the Fund.

THE SARBANES-OXLEY ACT OF 2002 AND RULES ADOPTED BY THE SECURITIES AND EXCHANGE
COMMISSION REQUIRE THE FUND TO DISCLOSE WHETHER THE FUND'S AUDIT COMMITTEE
INCLUDES AT LEAST ONE MEMBER WHO IS AN AUDIT COMMITTEE FINANCIAL EXPERT WITHIN
THE MEANING OF SUCH ACT AND RULES. THE FUND'S BOARD OF DIRECTORS HAS DETERMINED
THAT THERE IS AT LEAST ONE SUCH FINANCIAL EXPERT ON THE AUDIT COMMITTEE AND HAS
DESIGNATED JOHN B. WILSON AS ITS AUDIT COMMITTEE FINANCIAL EXPERT. THE BOARD
BELIEVES THAT MR. WILSON QUALIFIES AS SUCH AN EXPERT IN VIEW OF HIS EXTENSIVE
BUSINESS BACKGROUND AND EXPERIENCE, INCLUDING SERVICE AS CHIEF FINANCIAL OFFICER
OF STAPLES, INC. FROM 1992 TO 1996. MR. WILSON HAS BEEN A MEMBER AND CHAIRMAN OF
THE FUND'S AUDIT COMMITTEE SINCE 2006. AS A RESULT OF SUCH BACKGROUND AND
EXPERIENCE, THE BOARD OF DIRECTORS BELIEVES THAT MR. WILSON HAS ACQUIRED AN
UNDERSTANDING OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND FINANCIAL
STATEMENTS, THE GENERAL APPLICATION OF SUCH PRINCIPLES IN CONNECTION WITH THE
ACCOUNTING ESTIMATES, ACCRUALS AND RESERVES, AND ANALYZING AND EVALUATING
FINANCIAL STATEMENTS THAT PRESENT A BREADTH AND LEVEL OF COMPLEXITY OF
ACCOUNTING ISSUES GENERALLY COMPARABLE TO THOSE OF THE FUND, AS WELL AS AN
UNDERSTANDING OF INTERNAL CONTROLS AND PROCEDURES FOR FINANCIAL REPORTING AND AN
UNDERSTANDING OF AUDIT COMMITTEE FUNCTIONS. MR. WILSON IS AN INDEPENDENT
DIRECTOR AS THAT TERM IS DEFINED UNDER THE RELEVANT SECURITIES AND EXCHANGE
COMMISSION RULES AND RELEASES.

THE STATEMENT OF ADDITIONAL INFORMATION (SAI) INCLUDES ADDITIONAL INFORMATION
ABOUT THE BOARD MEMBERS AND IS AVAILABLE, WITHOUT CHARGE, UPON REQUEST.
SHAREHOLDERS MAY CALL 1-800/DIAL BEN (1-800/342-5236) TO REQUEST THE SAI.


                                                              Annual Report | 27



The Money Market Portfolios

FINANCIAL HIGHLIGHTS

THE MONEY MARKET PORTFOLIO



                                                          ------------------------------------------------------------------------
                                                                                     YEAR ENDED JUNE 30,
                                                                 2007           2006           2005           2004           2003
                                                          ------------------------------------------------------------------------
                                                                                                       
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)

Net asset value, beginning of year ....................   $      1.00    $      1.00    $      1.00    $      1.00    $      1.00
                                                          ------------------------------------------------------------------------
Income from investment operations:

   Net investment income ..............................         0.052          0.041          0.020          0.009          0.014

   Net realized gains (losses) ........................            -- a           --             --             --             --
                                                          ------------------------------------------------------------------------

Less distributions from net investment income .........        (0.052)        (0.041)        (0.020)        (0.009)        (0.014)
                                                          ------------------------------------------------------------------------

Net asset value, end of year ..........................   $      1.00    $      1.00    $      1.00    $      1.00    $      1.00
                                                          ========================================================================

Total return ..........................................          5.28%          4.15%          2.06%          0.94%          1.41%

RATIOS TO AVERAGE NET ASSETS

Expenses before waiver and payments by affiliates and
   expense reduction ..................................          0.15%          0.16%          0.16%          0.16%          0.15%

Expenses net of waiver and payments by affiliates and
   expense reduction ..................................          0.15% b        0.16% b        0.16% b        0.15% b        0.15%

Net investment income .................................          5.17%          4.09%          2.04%          0.93%          1.39%

SUPPLEMENTAL DATA

Net assets, end of year (000's) .......................   $ 6,580,101    $ 4,993,739    $ 5,676,479    $ 5,505,394    $ 5,331,200


a Amount rounds to less than $0.01 per share.

b Benefit of expense reduction rounds to less than 0.01%.


28 | The accompanying notes are an integral part of these financial statements.
   | Annual Report



The Money Market Portfolios

STATEMENT OF INVESTMENTS, JUNE 30, 2007



- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                      PRINCIPAL
  THE MONEY MARKET PORTFOLIO                                                                           AMOUNT a          VALUE
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                              
  INVESTMENTS 99.6%
  CERTIFICATES OF DEPOSIT 55.6%
  Abbey National Treasury Service PLC, Stamford Branch, 5.29%, 7/23/07 ..........................   $ 200,000,000   $   200,000,000
  ABN Amro Bank NV, Chicago Branch, 5.265%, 7/06/07 .............................................     200,000,000       200,000,138
  Australia and New Zealand Banking Group Ltd., New York Branch, 5.295%, 7/13/07 ................     200,000,000       200,000,329
  Bank of Ireland, New York Branch, 5.27%, 7/16/07 ..............................................     200,000,000       200,000,000
  Bank of Montreal, Chicago Branch, 5.30%, 9/28/07 ..............................................     200,000,000       200,000,000
  Bank of Nova Scotia, Portland Branch, 5.30%, 7/18/07 ..........................................     200,000,000       200,000,000
  Banque Nationale de Paris, San Francisco Branch, 5.295%, 8/09/07 ..............................     200,000,000       200,000,000
  Barclays Bank PLC, New York Branch, 5.350% - 5.358%, 11/14/07 - 1/23/08 .......................     200,000,000       200,004,084
  Calyon North America Inc., New York Branch, 5.30%, 9/07/07 ....................................     200,000,000       200,000,000
  Citibank NA, New York Branch, 5.315%, 9/12/07 .................................................     208,000,000       208,002,081
  Lloyds Bank PLC, New York Branch, 5.28%, 8/10/07 ..............................................     225,000,000       225,000,000
  Rabobank Nederland NV, New York Branch, 5.265%, 7/17/07 .......................................     200,000,000       200,000,441
  Royal Bank of Canada, New York Branch, 5.30%, 8/21/07 .........................................     200,000,000       200,001,404
  Royal Bank of Scotland, New York Branch, 5.29%, 7/19/07 .......................................     200,000,000       200,000,000
  Societe Generale, New York Branch, 5.295%, 7/09/07 ............................................     200,000,000       200,000,000
  Svenska Handelsbanken, New York Branch, 5.29%, 8/03/07 ........................................     200,000,000       200,000,000
  Toronto Dominion Bank, New York Branch, 5.275%, 7/11/07 .......................................     225,000,000       225,000,311
  Westpac Banking Corp., New York Branch, 5.315%, 9/24/07 .......................................     200,000,000       200,005,532
                                                                                                                    ---------------
  TOTAL CERTIFICATES OF DEPOSIT (COST $3,658,014,320) ...........................................                     3,658,014,320
                                                                                                                    ---------------
b COMMERCIAL PAPER 42.5%
  Abbott Laboratories, 7/09/07 - 7/16/07 ........................................................     212,505,000       212,174,578
  BP Capital Markets PLC, 7/02/07 ...............................................................     160,000,000       159,976,311
  Commonwealth Bank of Australia, 9/10/07 .......................................................     230,000,000       227,625,346
  Concentrate Manufacturing Co., 7/11/07 ........................................................      50,000,000        49,927,639
  Danske Corp., 7/26/07 .........................................................................     200,000,000       199,270,833
  Depfa Bank PLC, 7/12/07 .......................................................................     200,000,000       199,680,389
  General Electric Capital Corp., 7/30/07 .......................................................     237,300,000       236,296,419
  Internationale Nederlanden U.S., 7/10/07 ......................................................     225,000,000       224,704,969
  Nestle Capital Corp., 7/20/07 .................................................................     200,000,000       199,450,583
  Pepsico Inc., 7/03/07 .........................................................................      50,000,000        49,985,250
  Procter & Gamble Co., 7/24/07 .................................................................      55,000,000        54,815,872
  Procter & Gamble International Funding, 7/05/07 ...............................................     185,000,000       184,892,700
  Ticonderoga Funding LLC, 9/05/07 ..............................................................     212,852,000       210,803,299
  Total Fina ELF Capital, 7/02/07 ...............................................................      50,000,000        49,992,556
  Toyota Motor Credit Corp., 7/25/07 ............................................................     225,000,000       224,214,000
  UBS AG Finance Delaware Inc, 7/02/07 ..........................................................     253,900,000       253,862,268
  Westpac Banking Corp., 9/06/07 ................................................................      60,000,000        59,415,425
                                                                                                                    ---------------
  TOTAL COMMERCIAL PAPER (COST $2,797,088,437) ..................................................                     2,797,088,437
                                                                                                                    ---------------
  U.S. GOVERNMENT AND AGENCY SECURITIES (COST $3,189,574) 0.1%
b FHLB, 7/02/07 .................................................................................       3,190,000         3,189,574
                                                                                                                    ---------------
  FOREIGN GOVERNMENT AND AGENCY SECURITIES (COST $999,864) 0.0% c
b International Bank for Reconstruction and Development, 7/02/07 (Supranational d) ..............       1,000,000           999,864
                                                                                                                    ---------------
  TOTAL INVESTMENTS BEFORE REPURCHASE AGREEMENTS (COST $6,459,292,195) ..........................                     6,459,292,195
                                                                                                                    ---------------



                                                              Annual Report | 29



The Money Market Portfolios

STATEMENT OF INVESTMENTS, JUNE 30, 2007 (CONTINUED)



- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                      PRINCIPAL
  THE MONEY MARKET PORTFOLIO                                                                           AMOUNT a          VALUE
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                              
e REPURCHASE AGREEMENTS 1.4%
  Deutsche Morgan Grenfell, 4.40%, 7/02/07 (Maturity Value $15,745,771)
    Collateralized by U.S. Treasury Note, 2.00% - 4.50%, 1/15/10 - 4/15/12 ......................   $  15,740,000   $    15,740,000
  Morgan Stanley & Co. Inc., 4.15%, 7/02/07 (Maturity Value $78,767,231)
    Collateralized by U.S. Treasury Notes, 2.00% - 3.50%, 1/15/11 - 4/15/12 .....................      78,740,000        78,740,000
                                                                                                                    ---------------
  TOTAL REPURCHASE AGREEMENTS (COST $94,480,000) ................................................                        94,480,000
                                                                                                                    ---------------
  TOTAL INVESTMENTS (COST $6,553,772,195) 99.6% .................................................                     6,553,772,195
  OTHER ASSETS, LESS LIABILITIES 0.4% ...........................................................                        26,329,117
                                                                                                                    ---------------
  NET ASSETS 100.0% .............................................................................                   $ 6,580,101,312
                                                                                                                    ===============


SELECTED PORTFOLIO ABBREVIATIONS

FHLB - Federal Home Loan Bank

a The principal amount is stated in U.S. dollars unless otherwise indicated.

b The security is traded on a discount basis with no stated coupon rate.

c Rounds to less than 0.1% of net assets.

d A supranational organization is an entity formed by two or more central
governments through international treaties.

e See Note 1(b) regarding repurchase agreements.


30 | The accompanying notes are an integral part of these financial statements.
   | Annual Report



The Money Market Portfolios

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
June 30, 2007



                                                                                       ----------------
                                                                                             THE
                                                                                         MONEY MARKET
                                                                                          PORTFOLIO
                                                                                       ----------------
                                                                                    
Assets:
   Investments in securities, at amortized cost ....................................   $ 6,459,292,195
   Repurchase agreements, at value and cost ........................................        94,480,000
                                                                                       ----------------
         Total investments .........................................................   $ 6,553,772,195
   Cash ............................................................................             2,055
   Interest receivables ............................................................        27,233,686
                                                                                       ----------------
         Total assets ..............................................................     6,581,007,936
                                                                                       ----------------

Liabilities:
   Payables:
      Affiliates ...................................................................           825,283
      Distributions to shareholders ................................................             7,487
   Accrued expenses and other liabilities ..........................................            73,854
                                                                                       ----------------
         Total liabilities .........................................................           906,624
                                                                                       ----------------
            Net assets, at value ...................................................   $ 6,580,101,312
                                                                                       ----------------
Net assets consist of:
   Paid-in capital .................................................................   $ 6,580,120,781
   Accumulated net realized gain (loss) ............................................           (19,469)
                                                                                       ----------------
            Net assets, at value ...................................................   $ 6,580,101,312
                                                                                       ================
Shares outstanding .................................................................     6,580,120,781
                                                                                       ================
Net asset value per share ..........................................................   $          1.00
                                                                                       ================



                                                             Annual Report |
The accompanying notes are an integral part of these financial statements. | 31



The Money Market Portfolios

FINANCIAL STATEMENTS (CONTINUED)

STATEMENT OF OPERATIONS
for the year ended June 30, 2007



                                                                                       ---------------
                                                                                             THE
                                                                                         MONEY MARKET
                                                                                          PORTFOLIO
                                                                                       ---------------
                                                                                    
Investment income:
   Interest ........................................................................   $   327,592,261
                                                                                       ----------------
Expenses:
   Management fees (Note 3a) .......................................................         9,215,687
   Custodian fees (Note 4) .........................................................           122,464
   Reports to shareholders .........................................................             9,219
   Professional fees ...............................................................            76,937
   Other ...........................................................................            86,239
                                                                                       ----------------
      Total expenses ...............................................................         9,510,546
      Expense reductions (Note 4) ..................................................              (856)
                                                                                       ----------------
         Net expenses ..............................................................         9,509,690
                                                                                       ----------------
            Net investment income ..................................................       318,082,571
                                                                                       ----------------
Net realized gain (loss) from investments ..........................................           (19,469)
                                                                                       ----------------
Net increase (decrease) in net assets resulting from operations ....................   $   318,063,102
                                                                                       ================



32 | The accompanying notes are an integral part of these financial statements.
   | Annual Report



The Money Market Portfolios

FINANCIAL STATEMENTS (CONTINUED)

STATEMENTS OF CHANGES IN NET ASSETS



                                                                   ----------------------------------
                                                                       THE MONEY MARKET PORTFOLIO
                                                                   ----------------------------------
                                                                           YEAR ENDED JUNE 30,
                                                                         2007              2006
                                                                   ----------------------------------
                                                                               
Increase (decrease) in net assets:
  Operations:
    Net investment income ......................................   $   318,082,571   $   235,463,389
    Net realized gain (loss) from investments ..................           (19,469)               --
                                                                   ----------------------------------
      Net increase (decrease) in net assets resulting from
        operations .............................................       318,063,102       235,463,389
                                                                   ----------------------------------
  Distributions to shareholders from net investment income .....      (318,082,571)     (235,463,389)
  Capital share transactions (Note 2) ..........................     1,586,381,761      (682,740,398)
                                                                   ----------------------------------
      Net increase (decrease) in net assets ....................     1,586,362,292      (682,740,398)
Net assets (there is no undistributed net investment income at
  beginning or end of year):
  Beginning of year ............................................     4,993,739,020     5,676,479,418
                                                                   ==================================
  End of year ..................................................   $ 6,580,101,312   $ 4,993,739,020
                                                                   ==================================



                                                             Annual Report |
The accompanying notes are an integral part of these financial statements. | 33



The Money Market Portfolios

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

The Money Market Portfolios (the Trust) is registered under the Investment
Company Act of 1940, as amended, (the 1940 Act) as a diversified, open-end
investment company, consisting of one portfolio, The Money Market Portfolio (the
Portfolio). The shares of the Portfolio are issued in private placements and are
exempt from registration under the Securities Act of 1933.

The following summarizes the Portfolio's significant accounting policies.

A. SECURITY VALUATION

Securities are valued at amortized cost which approximates market value. This
method involves valuing an instrument at its cost and thereafter assuming a
constant amortization to maturity of any discount or premium. All security
valuation procedures are approved by the Trust's Board of Trustees.

B. REPURCHASE AGREEMENTS

The Portfolio may enter into repurchase agreements, which are accounted for as a
loan by the Portfolio to the seller, collateralized by 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 Portfolio, with the value of the underlying
securities marked to market daily to maintain coverage of at least 100%. All
repurchase agreements held by the Portfolio at year end had been entered into on
June 29, 2007. Repurchase agreements are valued at cost.

C. INCOME TAXES

No provision has been made for U.S. income taxes because it is the Portfolio's
policy to qualify as a regulated investment company under the Internal Revenue
Code and to distribute to shareholders substantially all of its taxable income
and net realized gains.

D. SECURITY TRANSACTIONS, INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS

Security transactions are accounted for on trade date. Realized gains and losses
on security transactions are determined on a specific identification basis.
Interest income and estimated expenses are accrued daily. Amortization of
premium and accretion of discount on debt securities are included in interest
income. Dividends from net investment income are normally declared daily. Such
distributions are reinvested in additional shares of the Portfolio.
Distributions to shareholders are determined according to income tax regulations
(tax basis). Distributable earnings determined on a tax basis may differ from
earnings recorded in accordance with accounting principles generally accepted in
the United States of America. These differences may be permanent or temporary.
Permanent differences are reclassified among capital accounts to reflect their
tax character. These reclassifications have no impact on net assets or the
results of operations. Temporary differences are not reclassified, as they may
reverse in subsequent periods.


34 | Annual Report



The Money Market Portfolios

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

E. ACCOUNTING ESTIMATES

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

F. GUARANTEES AND INDEMNIFICATIONS

Under the Trust's organizational documents, its officers and trustees are
indemnified by the Trust against certain liabilities arising out of the
performance of their duties to the Trust. Additionally, in the normal course of
business, the Trust enters into contracts with service providers that contain
general indemnification clauses. The Trust's maximum exposure under these
arrangements is unknown as this would involve future claims that may be made
against the Trust that have not yet occurred. Currently, the Trust expects the
risk of loss to be remote.

2. SHARES OF BENEFICIAL INTEREST

At June 30, 2007, there were an unlimited number of shares authorized (no par
value). Transactions in the Portfolio's shares at $1.00 per share were as
follows:



                                                                    -----------------------------------
                                                                            YEAR ENDED JUNE 30,
                                                                          2007               2006
                                                                    -----------------------------------
                                                                                
Shares sold .....................................................   $ 9,565,818,487   $  5,987,924,802
Shares issued on merger (Note 6) ................................        84,125,474                 --
Shares issued in reinvestment of distributions ..................       318,075,338        235,470,437
Shares redeemed                                                      (8,381,637,538)    (6,906,135,637)
                                                                    -----------------------------------
Net increase (decrease) .........................................   $ 1,586,381,761   $   (682,740,398)
                                                                    ===================================


3. TRANSACTIONS WITH AFFILIATES

Franklin Resources, Inc. is the holding company for various subsidiaries that
together are referred to as Franklin Templeton Investments. Certain officers and
trustees of the Trust are also officers and/or directors or trustees of the
Franklin Money Fund, the Institutional Fiduciary Trust, and the Franklin
Templeton Money Fund Trust, and of the following subsidiaries:

- --------------------------------------------------------------------------------
SUBSIDIARY                                                    AFFILIATION
- --------------------------------------------------------------------------------
Franklin Advisers, Inc. (Advisers)                            Investment manager
Franklin Templeton Investor Services, LLC                     Transfer agent
(Investor Services)

A. MANAGEMENT FEES

The Portfolio pays an investment management fee to Advisers of 0.15% per year of
the average daily net assets of the Portfolio.


                                                              Annual Report | 35



The Money Market Portfolios

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

3. TRANSACTIONS WITH AFFILIATES (CONTINUED)

B. TRANSFER AGENT FEES

Investor Services, under terms of an agreement, performs shareholder servicing
for the Portfolio and is not paid by the Portfolio for the services.

C. OTHER AFFILIATED TRANSACTIONS

At June 30, 2007, the shares of the Portfolio were owned by the following funds:



                                                                         ----------------------------------
                                                                                            PERCENTAGE OF
                                                                             SHARES      OUTSTANDING SHARES
                                                                         ----------------------------------
                                                                                         
Institutional Fiduciary Trust - Money Market Portfolio ...............   4,348,737,230         66.09%
Franklin Money Fund ..................................................   1,969,796,829         29.94%
Institutional Fiduciary Trust - Franklin Cash Reserves Fund ..........     141,690,361          2.15%
Franklin Templeton Money Fund Trust - Franklin Templeton Money Fund ..     119,896,361          1.82%


4. EXPENSE OFFSET ARRANGEMENT

The Portfolio has entered into an arrangement with its custodian whereby credits
realized as a result of uninvested cash balances are used to reduce a portion of
the Portfolio's custodian expenses. During the year ended June 30, 2007, the
custodian fees were reduced as noted in the Statement of Operations.

5. INCOME TAXES

For tax purposes, realized capital losses occurring subsequent to October 31,
may be deferred and treated as occurring on the first day of the following
fiscal year. At June 30, 2007, the Portfolio deferred realized capital losses of
$19,469.

The tax character of distributions paid during the years ended June 30, 2007 and
2006, was as follows:

                                                    ---------------------------
                                                        2007           2006
                                                    ---------------------------
Distributions paid from ordinary income .........   $318,082,571   $235,463,389
                                                    ===========================

At June 30, 2007, the cost of investments and undistributed ordinary income for
income tax purposes were as follows:

Cost of investments ..........................................   $6,553,772,195
                                                                 ==============

Undistributed ordinary income ................................   $        7,487
                                                                 ==============


36 | Annual Report



The Money Market Portfolios

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

6. MERGER

On August 31, 2006, the Franklin Money Fund acquired all of the assets, subject
to liabilities, of the Franklin Federal Money Fund pursuant to an agreement of
merger. The merger was accomplished by a taxable exchange and accounted for as a
purchase, and resulted in the Franklin Money Fund owning shares of the U.S.
Government Securities Money Market Portfolio. The Franklin Money Fund then used
the shares of the U.S. Government Securities Money Market Portfolio to purchase
in-kind additional shares of the Portfolio. The U.S. Government Securities Money
Market Portfolio then liquidated and transferred its portfolio securities to the
Portfolio.

The selected financial information and shares outstanding immediately before and
after the acquisition were as follows:

- -------------------------------------------------------------------------------
FUND NAME                                             SHARES AT $1.00 PER SHARE
- -------------------------------------------------------------------------------
The U.S. Government Money Market Portfolio ........            84,125,474
The Money Market Portfolio ........................         5,604,232,120
The Money Market Portfolio - post merger ..........         5,688,357,594

7. REGULATORY AND LITIGATION MATTERS

As part of various investigations by a number of federal, state, and foreign
regulators and governmental entities, including the Securities and Exchange
Commission ("SEC"), relating to certain practices in the mutual fund industry,
including late trading, market timing and marketing support payments to
securities dealers who sell fund shares ("marketing support"), Franklin
Resources, Inc. and certain of its subsidiaries (collectively, the "Company"),
entered into settlements with certain of those regulators and governmental
entities. Specifically, the Company entered into settlements with the SEC, among
others, concerning market timing and marketing support.

On June 23, 2006, the SEC approved the proposed plan of distribution for the
marketing support settlement, and disbursement of the settlement monies to the
designated funds, in accordance with the terms and conditions of that settlement
and plan, was completed in September 2006. The Trust did not participate in that
settlement.

On June 6, 2007, the SEC posted for public comment the proposed plan of
distribution for the market timing settlement. Following the public comment
period, and once the SEC approves the final plan of distribution, disbursements
of settlement monies will be made promptly to individuals who were shareholders
of the designated funds during the relevant period, in accordance with the terms
and conditions of the settlement and plan.


                                                              Annual Report | 37



The Money Market Portfolios

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

7. REGULATORY AND LITIGATION MATTERS (CONTINUED)

In addition, the Company, as well as most of the mutual funds within Franklin
Templeton Investments and certain current or former officers, Company directors,
fund directors, and employees, have been named in private lawsuits (styled as
shareholder class actions, or as derivative actions on behalf of either the
named funds or Franklin Resources, Inc.). The lawsuits relate to the industry
practices referenced above, as well as to allegedly excessive commissions and
advisory and distribution fees.

The Company and fund management believe that the claims made in each of the
private lawsuits referenced above are without merit and intend to defend against
them vigorously. The Company cannot predict with certainty the eventual outcome
of these lawsuits, nor whether they will have a material negative impact on the
Company. If it is determined that the Company bears responsibility for any
unlawful or inappropriate conduct that caused losses to the Trust, it is
committed to making the Trust or its shareholders whole, as appropriate.

8. NEW ACCOUNTING PRONOUNCEMENTS

In July 2006, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - an
Interpretation of FASB Statement No. 109" ("FIN 48"), which clarifies the
accounting for uncertainty in tax positions taken or expected to be taken in a
tax return. FIN 48 provides guidance on the measurement, recognition,
classification and disclosure of tax positions, along with accounting for the
related interest and penalties. FIN 48 is effective for fiscal years beginning
after December 15, 2006, and is to be applied to all open tax years as of the
date of effectiveness. On December 22, 2006, the Securities and Exchange
Commission extended the implementation date to no later than the last net asset
value calculation in the first semi-annual reporting period in 2007. The Trust
believes the adoption of FIN 48 will have no material impact on its financial
statements.

In September 2006, FASB issued FASB Statement No. 157, "Fair Value Measurement"
("SFAS 157"), which defines fair value, establishes a framework for measuring
fair value, and expands disclosures about fair value measurements. SFAS 157 is
effective for fiscal years beginning after November 15, 2007, and interim
periods within those fiscal years. The Trust believes the adoption of SFAS 157
will have no material impact on its financial statements.


38 | Annual Report



The Money Market Portfolios

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE BOARD OF TRUSTEES AND SHAREHOLDERS OF THE MONEY MARKET PORTFOLIO:

In our opinion, the accompanying statement of assets and liabilities, including
the statement of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of The Money Market Portfolio,
(hereafter referred to as the "Fund") at June 30, 2007, 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 each of
the five years in the period then ended, in conformity with accounting
principles generally accepted in the United States of America. These financial
statements and financial highlights (hereafter referred to as "financial
statements") are the responsibility of the fund's management. Our responsibility
is to express an opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with the
standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities at June 30, 2007 by
correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

San Francisco, California
August 17, 2007


                                                              Annual Report | 39



The Money Market Portfolios

TAX DESIGNATION (UNAUDITED)

Under Section 871(k)(1)(C) of the Internal Revenue Code (Code), the Portfolio
designates the maximum amount allowable but no less than $318,082,571 as
interest related dividends for purposes of the tax imposed under Section
871(a)(1)(A) of the Code for the fiscal year ended June 30, 2007.


40 | Annual Report



The Money Market Portfolios

MEETING OF SHAREHOLDERS, MARCH 21, 2007 (UNAUDITED)

A Special Meeting of Shareholders of the Trust was held at the Trust's offices,
One Franklin Parkway, San Mateo, California on March 21, 2007. The purpose of
the meeting was to elect Trustees of the Trust and to vote on the following
Proposals and Sub-Proposals: to approve an Amended and Restated Agreement and
Declaration of Trust; to approve amendments to certain of the The Money Market
Portfolio's (the "Portfolio") fundamental investment restrictions (including
eight (8) Sub-Proposals); and to approve the elimination of certain of the
Portfolio's fundamental investment restrictions. At the meeting, the following
persons were elected by the shareholders to serve as Independent Trustees of the
Trust: Harris J. Ashton, Robert F. Carlson, Sam Ginn, Edith E. Holiday, Frank W.
T. LaHaye, Frank A. Olson, Larry D. Thompson and John B. Wilson. Charles B.
Johnson and Gregory E. Johnson were elected by the shareholders to serve as
Interested Trustees. Shareholders also approved the Amended and Restated
Agreement and Declaration of Trust, amendments to certain of the Portfolio's
fundamental investment restrictions (including eight (8) Sub-Proposals), and the
elimination of certain of the Portfolio's fundamental investment restrictions.
No other business was transacted at the meeting.

Proposal 1. The Election of Trustees:



- -------------------------------------------------------------------------------------------------------------
                                                    % OF        % OF                         % OF       % OF
                                                OUTSTANDING    VOTED                     OUTSTANDING   VOTED
NAME                               FOR             SHARES      SHARES      WITHHELD         SHARES     SHARES
- -------------------------------------------------------------------------------------------------------------
                                                                                     
Harris J. Ashton ........   6,229,613,950.845     98.712%     98.712%   81,263,001.235      1.288%     1.288%
Robert F. Carlson .......   6,230,568,430.480     98.727%     98.727%   80,308,521.600      1.273%     1.273%
Sam Ginn ................   6,230,957,765.187     98.734%     98.734%   79,919,186.893      1.266%     1.266%
Edith E. Holiday ........   6,225,962,056.369     98.654%     98.654%   84,914,895.711      1.346%     1.346%
Frank W. T. LaHaye ......   6,229,083,816.695     98.704%     98.704%   81,793,135.385      1.296%     1.296%
Frank A. Olson ..........   6,228,661,874.055     98.697%     98.697%   82,215,078.025      1.303%     1.303%
Larry D. Thompson .......   6,231,407,583.479     98.741%     98.741%   79,469,368.601      1.259%     1.259%
John B. Wilson ..........   6,231,090,304.307     98.736%     98.736%   79,786,647.773      1.264%     1.264%
Charles B. Johnson ......   6,228,174,432.323     98.690%     98.690%   82,702,519.757      1.310%     1.310%
Gregory E. Johnson ......   6,227,539,152.596     98.679%     98.679%   83,337,799.484      1.321%     1.321%


Proposal 2. To approve an Amended and Restated Agreement and Declaration of
Trust:

- --------------------------------------------------------------------------------
                                                              % OF        % OF
                                                          OUTSTANDING    VOTED
                                         SHARES VOTED        SHARES      SHARES
- --------------------------------------------------------------------------------
For ...............................   6,050,548,885.059      95.875%     95.875%
Against ...........................      66,283,937.597       1.050%      1.050%
Abstain ...........................     194,044,129.424       3.075%      3.075%
- --------------------------------------------------------------------------------
TOTAL .............................   6,310,876,952.080     100.000%    100.000%


                                                              Annual Report | 41



The Money Market Portfolios

MEETING OF SHAREHOLDERS, MARCH 21, 2007 (UNAUDITED) (CONTINUED)

Proposal 3. To approve amendments to certain of the Portfolio's fundamental
investment restrictions (includes eight (8) Sub-Proposals):

(a) To amend the Portfolio's fundamental investment restriction regarding
borrowing:

- --------------------------------------------------------------------------------
                                                              % OF        % OF
                                                          OUTSTANDING    VOTED
                                         SHARES VOTED        SHARES      SHARES
- --------------------------------------------------------------------------------
For ...............................   5,990,645,650.377      94.926%     94.926%
Against ...........................     117,366,789.015       1.859%      1.859%
Abstain ...........................     202,864,512.688       3.215%      3.215%
- --------------------------------------------------------------------------------
TOTAL .............................   6,310,876,952.080     100.000%    100.000%

(b) To amend the Portfolio's fundamental investment restriction regarding
underwriting:

- --------------------------------------------------------------------------------
                                                              % OF        % OF
                                                          OUTSTANDING    VOTED
                                         SHARES VOTED        SHARES      SHARES
- --------------------------------------------------------------------------------
For ...............................   6,010,767,680.589      95.245%     95.245%
Against ...........................      89,681,772.594       1.421%      1.421%
Abstain ...........................     210,427,498.897       3.334%      3.334%
- --------------------------------------------------------------------------------
TOTAL .............................   6,310,876,952.080     100.000%    100.000%

(c) To amend the Portfolio's fundamental investment restriction regarding
lending:

- --------------------------------------------------------------------------------
                                                              % OF        % OF
                                                          OUTSTANDING    VOTED
                                         SHARES VOTED        SHARES      SHARES
- --------------------------------------------------------------------------------
For ...............................   5,996,528,568.759      95.019%     95.019%
Against ...........................     108,708,215.269       1.722%      1.722%
Abstain ...........................     205,640,168.052       3.259%      3.259%
- --------------------------------------------------------------------------------
TOTAL .............................   6,310,876,952.080     100.000%    100.000%

(d) To amend the Portfolio's fundamental investment restriction regarding
investments in real estate:

- --------------------------------------------------------------------------------
                                                              % OF        % OF
                                                          OUTSTANDING    VOTED
                                         SHARES VOTED        SHARES      SHARES
- --------------------------------------------------------------------------------
For ...............................   6,013,453,560.762      95.287%     95.287%
Against ...........................      94,165,597.722       1.492%      1.492%
Abstain ...........................     203,257,793.596       3.221%      3.221%
- --------------------------------------------------------------------------------
TOTAL .............................   6,310,876,952.080     100.000%    100.000%


42 | Annual Report



The Money Market Portfolios

MEETING OF SHAREHOLDERS, MARCH 21, 2007 (UNAUDITED) (CONTINUED)

Proposal 3. To approve amendments to certain of the Portfolio's fundamental
investment restrictions (includes eight (8) Sub-Proposals): (CONTINUED)

(e) To amend the Portfolio's fundamental investment restriction regarding
investments in commodities:

- --------------------------------------------------------------------------------
                                                              % OF        % OF
                                                          OUTSTANDING    VOTED
                                         SHARES VOTED        SHARES      SHARES
- --------------------------------------------------------------------------------
For ...............................   5,989,629,806.646      94.910%     94.910%
Against ...........................     113,225,787.226       1.794%      1.794%
Abstain ...........................     208,021,358.208       3.296%      3.296%
- --------------------------------------------------------------------------------
TOTAL .............................   6,310,876,952.080     100.000%    100.000%

(f) To amend the Portfolio's fundamental investment restriction regarding
issuing senior securities:

- --------------------------------------------------------------------------------
                                                              % OF        % OF
                                                          OUTSTANDING    VOTED
                                         SHARES VOTED        SHARES      SHARES
- --------------------------------------------------------------------------------
For ...............................   6,018,688,206.293      95.370%     95.370%
Against ...........................      85,551,934.374       1.356%      1.356%
Abstain ...........................     206,636,811.413       3.274%      3.274%
- --------------------------------------------------------------------------------
TOTAL .............................   6,310,876,952.080     100.000%    100.000%

(g) To amend the Portfolio's fundamental investment restriction regarding
industry concentration:

- --------------------------------------------------------------------------------
                                                              % OF        % OF
                                                          OUTSTANDING    VOTED
                                         SHARES VOTED        SHARES      SHARES
- --------------------------------------------------------------------------------
For ...............................   6,006,389,771.740      95.175%     95.175%
Against ...........................      97,919,389.623       1.552%      1.552%
Abstain ...........................     206,567,790.717       3.273%      3.273%
- --------------------------------------------------------------------------------
TOTAL .............................   6,310,876,952.080     100.000%    100.000%

(h) To amend the Portfolio's fundamental investment restriction regarding
diversification of investments:

- --------------------------------------------------------------------------------
                                                              % OF        % OF
                                                          OUTSTANDING    VOTED
                                         SHARES VOTED        SHARES      SHARES
- --------------------------------------------------------------------------------
For ...............................   6,057,211,986.926      95.981%     95.981%
Against ...........................      63,714,622.852       1.009%      1.009%
Abstain ...........................     189,950,342.302       3.010%      3.010%
- --------------------------------------------------------------------------------
TOTAL .............................   6,310,876,952.080     100.000%    100.000%


                                                              Annual Report | 43



The Money Market Portfolios

MEETING OF SHAREHOLDERS, MARCH 21, 2007 (UNAUDITED) (CONTINUED)

Proposal 4. To approve the elimination of certain of the Portfolio's fundamental
investment restrictions:

- --------------------------------------------------------------------------------
                                                              % OF        % OF
                                                          OUTSTANDING    VOTED
                                         SHARES VOTED        SHARES      SHARES
- --------------------------------------------------------------------------------
For ...............................   5,963,138,544.620      94.490%     94.490%
Against ...........................     121,261,175.330       1.921%      1.921%
Abstain ...........................     226,477,232.130       3.589%      3.589%
- --------------------------------------------------------------------------------
TOTAL .............................   6,310,876,952.080     100.000%    100.000%


44 | Annual Report



The Money Market Portfolios

BOARD MEMBERS AND OFFICERS

The name, year of birth and address of the officers and board members, as well
as their affiliations, positions held with the Trust, principal occupations
during the past five years and number of portfolios overseen in the Franklin
Templeton Investments fund complex are shown below. Generally, each board member
serves until that person's successor is elected and qualified.

INDEPENDENT BOARD MEMBERS



- ------------------------------------------------------------------------------------------------------------------------
                                                             NUMBER OF PORTFOLIOS IN
NAME, YEAR OF BIRTH                          LENGTH OF       FUND COMPLEX OVERSEEN
AND ADDRESS                  POSITION        TIME SERVED     BY BOARD MEMBER*          OTHER DIRECTORSHIPS HELD
- ------------------------------------------------------------------------------------------------------------------------
                                                                           
HARRIS J. ASHTON (1932)      Trustee         Since 1992      140                       Director, Bar-S Foods (meat
One Franklin Parkway                                                                   packing company).
San Mateo, CA 94403-1906

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:

Director of various companies; and FORMERLY, Director, RBC Holdings, Inc. (bank holding company) (until 2002); and
President, Chief Executive Officer and Chairman of the Board, General Host Corporation (nursery and craft centers)
(until 1998).
- ------------------------------------------------------------------------------------------------------------------------
ROBERT F. CARLSON (1928)     Trustee         Since 1998      121                       None
One Franklin Parkway
San Mateo, CA 94403-1906

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:

Vice President, senior member and past President, Board of Administration, California Public Employees Retirement
Systems (CALPERS); and FORMERLY, member and Chairman of the Board, Sutter Community Hospitals; member, Corporate Board,
Blue Shield of California; and Chief Counsel, California Department of Transportation.
- ------------------------------------------------------------------------------------------------------------------------
SAM GINN (1937)              Trustee         Since March     121                       Director, Chevron Corporation
One Franklin Parkway                         2007                                      (global energy company) and ICO
San Mateo, CA 94403-1906                                                               Global Communications (Holdings)
                                                                                       Limited (satellite company).

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:

Private investor; and FORMERLY, Chairman of the Board, Vodafone AirTouch, PLC; Chairman of the Board and Chief Executive
Officer, AirTouch Communications (1993-1998) and Pacific Telesis Groups (1988-1994).
- ------------------------------------------------------------------------------------------------------------------------
EDITH E. HOLIDAY (1952)      Trustee         Since 2005      140                       Director, Hess Corporation
One Franklin Parkway                                                                   (formerly, Amerada Hess
San Mateo, CA 94403-1906                                                               Corporation) (exploration and
                                                                                       refining of oil and gas), H.J.
                                                                                       Heinz Company (processed foods
                                                                                       and allied products), RTI
                                                                                       International Metals, Inc.
                                                                                       (manufacture and distribution
                                                                                       of titanium), Canadian National
                                                                                       Railway (railroad), and White
                                                                                       Mountains Insurance Group, Ltd.
                                                                                       (holding company).

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:

Director or Trustee of various companies and trusts; and FORMERLY, Assistant to the President of the United States and
Secretary of the Cabinet (1990-1993); General Counsel to the United States Treasury Department (1989-1990); and
Counselor to the Secretary and Assistant Secretary for Public Affairs and Public Liaison-United States Treasury
Department (1988-1989).
- ------------------------------------------------------------------------------------------------------------------------



                                                              Annual Report | 45





- ------------------------------------------------------------------------------------------------------------------------
                                                             NUMBER OF PORTFOLIOS IN
NAME, YEAR OF BIRTH                          LENGTH OF       FUND COMPLEX OVERSEEN
AND ADDRESS                  POSITION        TIME SERVED     BY BOARD MEMBER*          OTHER DIRECTORSHIPS HELD
- ------------------------------------------------------------------------------------------------------------------------
                                                                           
FRANK W.T. LAHAYE (1929)     Trustee         Since 1992      121                       Director, Center for Creative
One Franklin Parkway                                                                   Land Recycling (redevelopment).
San Mateo, CA 94403-1906

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:

General Partner, Las Olas L.P. (Asset Management); and FORMERLY, Chairman, Peregrine Venture Management Company (venture
capital).
- ------------------------------------------------------------------------------------------------------------------------
FRANK A. OLSON (1932)        Trustee    Since March 2007     140                       Director, Hess Corporation
One Franklin Parkway San                                                               (formerly, Amerada Hess
Mateo, CA 94403-1906                                                                   Corporation) (exploration and
                                                                                       refining of oil and gas) and
                                                                                       Sentient Jet (private jet
                                                                                       service); and FORMERLY, Director,
                                                                                       Becton Dickinson and Company
                                                                                       (medical technology), Cooper
                                                                                       Industries, Inc. (electrical
                                                                                       products and tools and hardware),
                                                                                       Health Net, Inc. (formerly,
                                                                                       Foundation Health) (integrated
                                                                                       managed care), The Hertz
                                                                                       Corporation (car rental), Pacific
                                                                                       Southwest Airlines, The RCA
                                                                                       Corporation, Unicom (formerly,
                                                                                       Commonwealth Edison), UAL
                                                                                       Corporation (airlines) and White
                                                                                       Mountains Insurance Group, Ltd.
                                                                                       (holding company).

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:

Chairman Emeritus, The Hertz Corporation (since 2000) (Chairman of the Board (1980-2000) and Chief Executive Officer
(1977-1999)); and FORMERLY, Chairman of the Board, President and Chief Executive Officer, UAL Corporation.
- ------------------------------------------------------------------------------------------------------------------------
LARRY D. THOMPSON (1945)     Trustee         Since March     140                       None
One Franklin Parkway                         2007
San Mateo, CA 94403-1906

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:

Senior Vice President - Government Affairs, General Counsel and Secretary, PepsiCo, Inc. (consumer products); and
FORMERLY, Director, Delta Airlines (aviation) (2003-2005) and Providian Financial Corp. (1997-2001); Senior Fellow of
The Brookings Institution (2003-2004); Visiting Professor, University of Georgia School of Law (2004); and Deputy
Attorney General, U.S. Department of Justice (2001-2003).
- ------------------------------------------------------------------------------------------------------------------------
JOHN B. WILSON (1959)        Trustee         Since March     121                       None
One Franklin Parkway                         2007
San Mateo, CA 94403-1906

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:

President and Founder, Hyannis Port Capital, Inc. (real estate and private equity investing); serves on private and
non-profit boards; and FORMERLY, Chief Operating Officer and Executive Vice President, Gap, Inc. (retail) (1996-2000);
Chief Financial Officer and Executive Vice President - Finance and Strategy, Staples, Inc. (office supplies)
(1992-1996); Executive Vice President - Corporate Planning, Northwest Airlines, Inc. (airlines) (1990-1992); and Vice
President and Partner, Bain & Company (1986-1990).
- ------------------------------------------------------------------------------------------------------------------------



46 | Annual Report



INTERESTED BOARD MEMBERS AND OFFICERS



- ------------------------------------------------------------------------------------------------------------------------
                                                             NUMBER OF PORTFOLIOS IN
NAME, YEAR OF BIRTH                          LENGTH OF       FUND COMPLEX OVERSEEN
AND ADDRESS                  POSITION        TIME SERVED     BY BOARD MEMBER*          OTHER DIRECTORSHIPS HELD
- ------------------------------------------------------------------------------------------------------------------------
                                                                           
**CHARLES B. JOHNSON (1933)  Trustee and     Trustee since   140                       None
One Franklin Parkway         Chairman of     1992 and
San Mateo, CA 94403-1906     the Board       Chairman of
                                             the Board
                                             since 1993

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:

Chairman of the Board, Member - Office of the Chairman and Director, Franklin Resources, Inc.; Director, Templeton
Worldwide, Inc.; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of
Franklin Resources, Inc. and of 42 of the investment companies in Franklin Templeton Investments.
- ------------------------------------------------------------------------------------------------------------------------
**GREGORY E. JOHNSON (1961)  Trustee         Since March     91                        None
One Franklin Parkway                         2007
San Mateo, CA 94403-1906

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:

Director, President and Chief Executive Officer, Franklin Resources, Inc.; President, Templeton Worldwide, Inc.;
Director, Templeton Asset Management Ltd.; and officer and/or director or trustee, as the case may be, of some of the
other subsidiaries of Franklin Resources, Inc. and of 33 of the investment companies in Franklin Templeton Investments.
- ------------------------------------------------------------------------------------------------------------------------
JAMES M. DAVIS (1952)        Chief           Chief           Not Applicable            Not Applicable
One Franklin Parkway         Compliance      Compliance
San Mateo, CA 94403-1906     Officer and     Officer since
                             Vice President  2004 and Vice
                             - AML           President -
                             Compliance      AML Compliance
                                             since 2006

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:

Director, Global Compliance, Franklin Resources, Inc.; officer of some of the other subsidiaries of Franklin Resources,
Inc. and of 46 of the investment companies in Franklin Templeton Investments; and FORMERLY, Director of Compliance,
Franklin Resources, Inc. (1994-2001).
- ------------------------------------------------------------------------------------------------------------------------
LAURA FERGERSON (1962)       Treasurer       Since 2004      Not Applicable            Not Applicable
One Franklin Parkway
San Mateo, CA 94403-1906

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:

Vice President, Franklin Templeton Services, LLC; officer of 30 of the investment companies in Franklin Templeton
Investments; and FORMERLY, Director and member of Audit and Valuation Committees, Runkel Funds, Inc. (2003-2004);
Assistant Treasurer of most of the investment companies in Franklin Templeton Investments (1997-2003); and Vice
President, Franklin Templeton Services, LLC (1997-2003).
- ------------------------------------------------------------------------------------------------------------------------



                                                              Annual Report | 47





- ------------------------------------------------------------------------------------------------------------------------
                                                             NUMBER OF PORTFOLIOS IN
NAME, YEAR OF BIRTH                          LENGTH OF       FUND COMPLEX OVERSEEN
AND ADDRESS                  POSITION        TIME SERVED     BY BOARD MEMBER*          OTHER DIRECTORSHIPS HELD
- ------------------------------------------------------------------------------------------------------------------------
                                                                           
JIMMY D. GAMBILL (1947)      Senior Vice     Since 2002      Not Applicable            Not Applicable
500 East Broward Blvd.       President
Suite 2100                   and Chief
Fort Lauderdale, FL          Executive
33394-3091                   Officer -
                             Finance and
                             Administration

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:

President, Franklin Templeton Services, LLC; Senior Vice President, Templeton Worldwide, Inc.; and officer of some of
the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton
Investments.
- ------------------------------------------------------------------------------------------------------------------------
DAVID P. GOSS (1947)         Vice President  Since 2000      Not Applicable            Not Applicable
One Franklin Parkway
San Mateo, CA 94403-1906

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:

Senior Associate General Counsel, Franklin Templeton Investments; officer and director of one of the subsidiaries of
Franklin Resources, Inc.; and officer of 46 of the investment companies in Franklin Templeton Investments.
- ------------------------------------------------------------------------------------------------------------------------
RUPERT H. JOHNSON, JR.       President and   Since 2002      Not Applicable            Not Applicable
(1940) One Franklin Parkway  Chief
San Mateo, CA 94403-1906     Executive
                             Officer
                             - Investment
                             Management

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:

Vice Chairman, Member - Office of the Chairman and Director, Franklin Resources, Inc.; Director, Franklin Advisers, Inc.
and Templeton Worldwide, Inc.; Senior Vice President, Franklin Advisory Services, LLC; and officer and/or director or
trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 44 of the investment
companies in Franklin Templeton Investments.
- ------------------------------------------------------------------------------------------------------------------------
KAREN L. SKIDMORE (1952)     Vice President  Since 2006      Not Applicable            Not Applicable
One Franklin Parkway         and Secretary
San Mateo, CA 94403-1906

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:

Senior Associate General Counsel, Franklin Templeton Investments; and officer of 30 of the investment companies in
Franklin Templeton Investments.
- ------------------------------------------------------------------------------------------------------------------------



48 | Annual Report





- ------------------------------------------------------------------------------------------------------------------------
                                                             NUMBER OF PORTFOLIOS IN
NAME, YEAR OF BIRTH                          LENGTH OF       FUND COMPLEX OVERSEEN
AND ADDRESS                  POSITION        TIME SERVED     BY BOARD MEMBER*          OTHER DIRECTORSHIPS HELD
- ------------------------------------------------------------------------------------------------------------------------
                                                                           
CRAIG S. TYLE (1960)         Vice President  Since 2005      Not Applicable            Not Applicable
One Franklin Parkway
San Mateo, CA 94403-1906

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:

General Counsel and Executive Vice President, Franklin Resources, Inc.; officer of some of the other subsidiaries of
Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments; and FORMERLY, Partner,
Shearman & Sterling, LLP (2004-2005); and General Counsel, Investment Company Institute (ICI) (1997-2004).
- ------------------------------------------------------------------------------------------------------------------------
GALEN G. VETTER (1951)       Chief           Since 2004      Not Applicable            Not Applicable
500 East Broward Blvd.       Financial
Suite 2100                   Officer and
Fort Lauderdale, FL          Chief
33394-3091                   Accounting
                             Officer

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:

Senior Vice President, Franklin Templeton Services, LLC; officer of 46 of the investment companies in Franklin Templeton
Investments; and FORMERLY, Managing Director, RSM McGladrey, Inc. (1999-2004); and Partner, McGladrey & Pullen, LLP
(1979-1987 and 1991-2004).
- ------------------------------------------------------------------------------------------------------------------------


*We base the number of portfolios on each separate series of the U.S. registered
investment companies within the Franklin Templeton Investments fund complex.
These portfolios have a common investment manager or affiliated investment
managers.

**Charles B. Johnson is considered to be an interested person of the Trust under
the federal securities laws due to his position as officer and director and
major shareholder of Franklin Resources, Inc. (Resources), which is the parent
company of the Fund's investment manager and distributor. Gregory E. Johnson is
considered to be an interested person of the Trust under the federal securities
laws due to his position as an officer and director of Resources.

Note 1: Charles B. Johnson and Rupert H. Johnson, Jr. are brothers and the
father and uncle, respectively, of Gregory E. Johnson.

Note 2: Officer information is current as of the date of this report. It is
possible that after this date, information about officers may change.

Note 3: Prior to June 30, 2007, S. Joseph Fortunato, Rupert H. Johnson, Jr. and
Gordon S. Macklin ceased to be trustees of the Trust.

THE SARBANES-OXLEY ACT OF 2002 AND RULES ADOPTED BY THE SECURITIES AND EXCHANGE
COMMISSION REQUIRE THE FUND TO DISCLOSE WHETHER THE FUND'S AUDIT COMMITTEE
INCLUDES AT LEAST ONE MEMBER WHO IS AN AUDIT COMMITTEE FINANCIAL EXPERT WITHIN
THE MEANING OF SUCH ACT AND RULES. THE FUND'S BOARD OF TRUSTEES HAS DETERMINED
THAT THERE IS AT LEAST ONE SUCH FINANCIAL EXPERT ON THE AUDIT COMMITTEE AND HAS
DESIGNATED JOHN B. WILSON AS ITS AUDIT COMMITTEE FINANCIAL EXPERT. THE BOARD
BELIEVES THAT MR. WILSON QUALIFIES AS SUCH AN EXPERT IN VIEW OF HIS EXTENSIVE
BUSINESS BACKGROUND AND EXPERIENCE, INCLUDING SERVICE AS CHIEF FINANCIAL OFFICER
OF STAPLES, INC. FROM 1992 TO 1996. MR. WILSON HAS BEEN A MEMBER AND CHAIRMAN OF
THE FUND'S AUDIT COMMITTEE SINCE 2006. AS A RESULT OF SUCH BACKGROUND AND
EXPERIENCE, THE BOARD OF TRUSTEES BELIEVES THAT MR. WILSON HAS ACQUIRED AN
UNDERSTANDING OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND FINANCIAL
STATEMENTS, THE GENERAL APPLICATION OF SUCH PRINCIPLES IN CONNECTION WITH THE
ACCOUNTING ESTIMATES, ACCRUALS AND RESERVES, AND ANALYZING AND EVALUATING
FINANCIAL STATEMENTS THAT PRESENT A BREADTH AND LEVEL OF COMPLEXITY OF
ACCOUNTING ISSUES GENERALLY COMPARABLE TO THOSE OF THE FUND, AS WELL AS AN
UNDERSTANDING OF INTERNAL CONTROLS AND PROCEDURES FOR FINANCIAL REPORTING AND AN
UNDERSTANDING OF AUDIT COMMITTEE FUNCTIONS. MR. WILSON IS AN INDEPENDENT TRUSTEE
AS THAT TERM IS DEFINED UNDER THE RELEVANT SECURITIES AND EXCHANGE COMMISSION
RULES AND RELEASES.

THE STATEMENT OF ADDITIONAL INFORMATION (SAI) INCLUDES ADDITIONAL INFORMATION
ABOUT THE BOARD MEMBERS AND IS AVAILABLE, WITHOUT CHARGE, UPON REQUEST.
SHAREHOLDERS MAY CALL 1-800/DIAL BEN (1-800/342-5236) TO REQUEST THE SAI.


                                                              Annual Report | 49



Franklin Money Fund

SHAREHOLDER INFORMATION

BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT

At a meeting held February 27, 2007, the Board of Directors (Board), including a
majority of non-interested or independent Directors, approved renewal of the
investment management agreement for the Fund. In reaching this decision, the
Board took into account information furnished throughout the year at regular
Board meetings, as well as information prepared specifically in connection with
the annual renewal review process. Information furnished and discussed
throughout the year included investment performance reports and related
financial information for the Fund, as well as periodic reports on shareholder
services, legal, compliance, pricing, and other services provided by the
Investment Manager (Manager) and its affiliates. Information furnished
specifically in connection with the renewal process included a report for the
Fund prepared by Lipper, Inc. (Lipper), an independent organization, as well as
a Fund profitability analysis report prepared by management. The Lipper report
compared the Fund's investment performance and expenses with those of other
mutual funds deemed comparable to the Fund as selected by Lipper. The Fund
profitability analysis report discussed the profitability to Franklin Templeton
Investments from its overall U.S. fund operations, as well as on an individual
fund-by-fund basis. Included with such profitability analysis report was
information on a fund-by-fund basis listing portfolio managers and other
accounts they manage, as well as information on management fees charged by the
Manager and its affiliates including management's explanation of differences
where relevant and a three-year expense analysis with an explanation for any
increase in expense ratios. Additional material accompanying such report was a
memorandum prepared by management describing project initiatives and capital
investments relating to the services provided to the Fund by the Franklin
Templeton Investments organization, as well as a memorandum relating to
economies of scale and a comparative analysis concerning transfer agent fees
charged the Fund.

In considering such materials, the independent Directors received assistance and
advice from and met separately with independent counsel. In approving
continuance of the investment management agreement for the Fund, the Board,
including a majority of independent Directors, determined that the existing
management fee structure was fair and reasonable and that continuance of the
investment management agreement was in the best interests of the Fund and its
shareholders. While attention was given to all information furnished, the
following discusses some primary factors relevant to the Board's decision.

NATURE, EXTENT AND QUALITY OF SERVICES. The Board was satisfied with the nature
and quality of the overall services provided by the Manager and its affiliates
to the Fund and its shareholders. In addition to investment performance and
expenses discussed later, the Board's opinion was based, in part, upon periodic
reports furnished them showing that the investment policies and restrictions for
the Fund were consistently complied with as well as other reports periodically
furnished the Board covering matters such as the compliance of portfolio
managers and other management personnel with the code of ethics adopted
throughout the Franklin Templeton fund complex, the adherence to fair value
pricing procedures established by the Board, and the accuracy of net asset value
calculations. The Board also noted the extent of benefits provided Fund
shareholders from being part of the Franklin Templeton family of funds,
including the right to exchange


50 | Annual Report



Franklin Money Fund

SHAREHOLDER INFORMATION (CONTINUED)

BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED)

investments between the same class of funds without a sales charge, the ability
to reinvest Fund dividends into other funds and the right to combine holdings in
other funds to obtain a reduced sales charge. Favorable consideration was given
to management's continuous efforts and expenditures in establishing back-up
systems and recovery procedures to function in the event of a natural disaster,
it being noted that such systems and procedures had functioned smoothly during
the Florida hurricanes and blackouts experienced in recent years. Consideration
was also given to the experience of the Fund's portfolio management team, the
number of accounts managed and general method of compensation. In this latter
respect, the Board noted that a primary factor in management's determination of
a portfolio manager's bonus compensation was the relative investment performance
of the funds he or she managed and that a portion of such bonus was required to
be invested in a predesignated list of funds within such person's fund
management area so as to be aligned with the interests of Fund shareholders. The
Board also took into account the quality of transfer agent and shareholder
services provided Fund shareholders by an affiliate of the Manager, noting
continuing expenditures by management to increase and improve the scope of such
services, periodic favorable reports on such service conducted by third parties,
the high industry ranking given to the Franklin Templeton website, and the
firsthand experience of individual Board members who deal with the shareholder
services department in their capacities as shareholders in one or more of the
various Franklin Templeton funds.

INVESTMENT PERFORMANCE. The Board placed significant emphasis on the investment
performance of the Fund in view of its importance to shareholders. While
consideration was given to performance reports and discussions with portfolio
managers at Board meetings during the year, particular attention in assessing
such performance was given to the Lipper report furnished for the agreement
renewal. The Lipper report prepared for the Fund showed its investment
performance for the year ended December 31, 2006, as well as the previous 10
years ended that date in comparison to a performance universe consisting of the
Fund and all retail money market funds as selected by Lipper. The Lipper report
showed that the Fund's total return for the one-year period, as well as for the
previous three- and five-year periods on an annualized basis was in the
second-highest quintile of such universe and for the annualized 10-year period
was in the middle quintile of such universe. The Board was satisfied with such
performance.

COMPARATIVE EXPENSES. Consideration was given to a comparative analysis of the
management fees and total expense ratios of the Fund compared with those of a
group of other funds selected by Lipper as its appropriate Lipper expense group
under the Lipper report. Prior to making such comparison, the Board relied upon
a survey showing that the scope of management advisory services covered under
the Fund's investment management agreement was similar to those provided by fund
managers to other mutual fund groups that would be used as a basis of comparison
in the Lipper reports. In reviewing comparative costs, emphasis was given to the
Fund's contractual investment management fee in comparison with the contractual
investment management fee that would have been charged by other funds within its
Lipper expense group assuming they were the same size as the master money market
fund through which the Fund invests, as well as the actual total


                                                              Annual Report | 51



Franklin Money Fund

SHAREHOLDER INFORMATION (CONTINUED)

BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED)

expenses of the Fund in comparison with those of its Lipper expense group. The
Lipper contractual investment management fee analysis includes administrative
charges as being part of a management fee. The results of such comparisons
showed the Fund's contractual investment management fee rate as well as its
total expenses to be in the second most expensive quintile of its Lipper expense
group. In discussing the expense comparisons, management pointed out that this
Fund is not actively marketed and largely serves as an alternative and often
temporary investment vehicle for shareholders of the various
Franklin/Templeton/Mutual Series fund families and provides a number of courtesy
services to shareholders, including check writing and wiring privileges. The
Board also noted that the Lipper report stated that its methodology of selecting
expense groups based on the much larger size of the master fund through which
the Fund invests might result in an overstatement of Fund administrative fees
and non-management expenses relative to such group. Management also pointed out
that the Fund's contractual investment management fee rate was within nine basis
points of the median for its Lipper expense group. The Board found such
comparative expenses to be acceptable, noting these points.

MANAGEMENT PROFITABILITY. The Board also considered the level of profits
realized by the Manager and its affiliates in connection with the operation of
the Fund. In this respect, the Board reviewed the Fund profitability analysis
that addresses the overall profitability of Franklin Templeton's U.S. fund
business, as well as its profits in providing management and other services to
the Fund. Specific attention was given to the methodology followed in allocating
costs to the Fund, it being recognized that allocation methodologies are
inherently subjective and various allocation methodologies may each be
reasonable while producing different results. In this respect, the Board noted
that, while being continuously refined and reflecting changes in the Manager's
own cost accounting, the allocation methodology was consistent with that
followed in profitability report presentations for the Fund made in prior years
and that the Fund's independent registered public accounting firm had been
engaged by the Manager to perform certain procedures on a biennial basis,
specified and approved by the Manager and the Fund's Board solely for their
purposes and use in reference to the profitability analysis. In reviewing and
discussing such analysis, management discussed with the Board its belief that
costs incurred in establishing the infrastructure necessary for the type of
mutual fund operations conducted by the Manager and its affiliates may not be
fully reflected in the expenses allocated to the Fund in determining its
profitability, as well as the fact that the level of profits, to a certain
extent, reflected operational cost savings and efficiencies initiated by
management. The Board also took into account management's expenditures in
improving shareholder services provided the Fund, as well as the need to meet
additional regulatory and compliance requirements resulting from the
Sarbanes-Oxley Act and recent SEC requirements. In addition, the Board
considered a third-party study comparing the profitability of the Manager's
parent on an overall basis as compared to other publicly held managers broken
down to show profitability from management operations exclusive of distribution
expenses, as well as profitability including distribution expenses. Based upon
its consideration of all these factors, the Board determined that the level of
profits realized by the Manager and its affiliates from providing services to
the Fund was not excessive in view of the nature, quality and extent of services
provided.


52 | Annual Report



Franklin Money Fund

SHAREHOLDER INFORMATION (CONTINUED)

BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED)

ECONOMIES OF SCALE. The Board also considered whether economies of scale are
realized by the Manager as the Fund grows larger and the extent to which this is
reflected in the level of management fees charged. While recognizing that any
precise determination is inherently subjective, the Board noted that based upon
the Fund profitability analysis, it appears that as some funds get larger, at
some point economies of scale do result in the Manager realizing a larger profit
margin on management services provided such a fund. The Board also noted that
economies of scale are shared with a fund and its shareholders through
management fee breakpoints so that as a fund grows in size, its effective
management fee rate declines. Fees under the Fund's investment management
agreement consist of a flat 0.15% advisory fee component paid at the master fund
level and a separate administrative fee of 0.455% on the first $100 million of
Fund net assets; 0.33% on the next $150 million of Fund net assets; and 0.28% on
the Fund's net assets in excess of $250 million. The Fund's net assets were
approximately $1.8 billion at year end. In discussing this with the Board,
management expressed its view that the 0.15% advisory fee component was low and
anticipated economies of scale. Management further pointed out and the Board
acknowledged that the fact this Fund's assets size exceeded the last
administrative fee breakpoint does not mean there are no benefits from economies
of scale because the growth of assets being charged at the lowest 0.28% level
results in a lower overall administrative fee rate. While intending to
continuously review this issue, the Board believed it problematic in view of the
nature of this Fund and services provided that the Manager and its affiliates
realized any meaningful economies of scale in furnishing advisory and
administrative services to this Fund. The Board further noted the points raised
by management as indicating to the extent economies of scale may exist, that the
fee structure reflected some sharing of benefits with the Fund and its
shareholders.

PROXY VOTING POLICIES AND PROCEDURES

The Fund has established Proxy Voting Policies and Procedures (Policies) that
the Fund uses to determine how to vote proxies relating to portfolio securities.
Shareholders may view the Fund's complete Policies online at
franklintempleton.com. Alternatively, shareholders may request copies of the
Policies free of charge by calling the Proxy Group collect at 1-954/527-7678 or
by sending a written request to: Franklin Templeton Companies, LLC, 500 East
Broward Boulevard, Suite 1500, Fort Lauderdale, FL 33394, Attention: Proxy
Group. Copies of the Fund's proxy voting records are also made available online
at franklintempleton.com and posted on the U.S. Securities and Exchange
Commission's website at sec.gov and reflect the most recent 12-month period
ended June 30.

QUARTERLY STATEMENT OF INVESTMENTS

The Fund files a complete statement of investments with the U.S. Securities and
Exchange Commission for the first and third quarters for each fiscal year on
Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission's
website at sec.gov. The filed form may also be viewed and copied at the
Commission's Public Reference Room in Washington, DC. Information regarding the
operations of the Public Reference Room may be obtained by calling
1-800/SEC-0330.


                                                              Annual Report | 53



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Literature Request

LITERATURE REQUEST. TO RECEIVE A BROCHURE AND PROSPECTUS, PLEASE CALL US AT
1-800/DIAL BEN(R) (1-800/342-5236) OR VISIT FRANKLINTEMPLETON.COM. INVESTORS
SHOULD CAREFULLY CONSIDER A FUND'S INVESTMENT GOALS, RISKS, CHARGES AND EXPENSES
BEFORE INVESTING. THE PROSPECTUS CONTAINS THIS AND OTHER INFORMATION. PLEASE
CAREFULLY READ THE PROSPECTUS BEFORE INVESTING. To ensure the highest quality of
service, we may monitor, record and access telephone calls to or from our
service departments. These calls can be identified by the presence of a regular
beeping tone.

FRANKLIN TEMPLETON FUNDS

INTERNATIONAL

Mutual European Fund
Templeton BRIC Fund
Templeton China World Fund
Templeton Developing Markets Trust
Templeton Emerging Markets Small Cap Fund
Templeton Foreign Fund
Templeton Foreign Smaller Companies Fund 1

GLOBAL

Mutual Discovery Fund
Templeton Global Long-Short Fund
Templeton Global Opportunities Trust
Templeton Global Smaller Companies Fund 1
Templeton Growth Fund
Templeton World Fund

GROWTH

Franklin Aggressive Growth Fund
Franklin Capital Growth Fund
Franklin Flex Cap Growth Fund
Franklin Small Cap Growth Fund II 2
Franklin Small-Mid Cap Growth Fund

VALUE

Franklin Balance Sheet Investment Fund 1
Franklin Equity Income Fund
Franklin Large Cap Value Fund
Franklin MicroCap Value Fund 1
Franklin MidCap Value Fund
Franklin Small Cap Value Fund
Mutual Beacon Fund
Mutual Qualified Fund
Mutual Recovery Fund 3
Mutual Shares Fund

BLEND

Franklin Balanced Fund
Franklin Convertible Securities Fund
Franklin Growth Fund
Franklin Rising Dividends Fund

SECTOR

Franklin Biotechnology Discovery Fund
Franklin DynaTech Fund
Franklin Global Communications Fund
Franklin Global Health Care Fund
Franklin Global Real Estate Fund
Franklin Gold and Precious Metals Fund
Franklin Natural Resources Fund
Franklin Real Estate Securities Fund
Franklin Technology Fund
Franklin Utilities Fund
Mutual Financial Services Fund

ASSET ALLOCATION

Franklin Templeton Corefolio(R) Allocation Fund
Franklin Templeton Founding Funds Allocation Fund
Franklin Templeton Perspectives Allocation Fund
Franklin Templeton Conservative Target Fund
Franklin Templeton Growth Target Fund
Franklin Templeton Moderate Target Fund
Franklin Templeton 2015 Retirement Target Fund
Franklin Templeton 2025 Retirement Target Fund
Franklin Templeton 2035 Retirement Target Fund
Franklin Templeton 2045 Retirement Target Fund

INCOME

Franklin Adjustable U.S. Government Securities Fund 4
Franklin Floating Rate Daily Access Fund
Franklin High Income Fund 5
Franklin Income Fund
Franklin Limited Maturity U.S. Government Securities Fund 4
Franklin Low Duration Total Return Fund
Franklin Real Return Fund
Franklin Strategic Income Fund
Franklin Strategic Mortgage Portfolio
Franklin Templeton Hard Currency Fund
Franklin Total Return Fund
Franklin U.S. Government Securities Fund 4
Templeton Global Bond Fund
Templeton Income Fund

TAX-FREE INCOME 6

NATIONAL FUNDS

Double Tax-Free Income Fund
Federal Tax-Free Income Fund
High Yield Tax-Free Income Fund
Insured Tax-Free Income Fund 7

LIMITED-TERM FUNDS

California Limited-Term Tax-Free Income Fund
Federal Limited-Term Tax-Free Income Fund
New York Limited-Term Tax-Free Income Fund

INTERMEDIATE-TERM FUNDS

California Intermediate-Term Tax-Free Income Fund
Federal Intermediate-Term Tax-Free Income Fund
New York Intermediate-Term Tax-Free Income Fund

STATE-SPECIFIC

Alabama
Arizona
California 8
Colorado
Connecticut
Florida 8
Georgia
Kentucky
Louisiana
Maryland
Massachusetts 7
Michigan 7
Minnesota 7
Missouri
New Jersey
New York 8
North Carolina
Ohio 7
Oregon
Pennsylvania
Tennessee
Virginia

INSURANCE FUNDS

Franklin Templeton Variable Insurance Products Trust 9

1. The fund is open only to existing shareholders and select retirement plans.

2. The fund is closed to new investors. Existing shareholders can continue
adding to their accounts.

3. The fund is a continuously offered, closed-end fund. Shares may be purchased
daily; there is no daily redemption. However, each quarter, pending board
approval, the fund will authorize the repurchase of 5%-25% of the outstanding
number of shares. Investors may tender all or a portion of their shares during
the tender period.

4. An investment in the fund is neither insured nor guaranteed by the U.S.
government or by any other entity or institution.

5. Effective 10/1/06, Franklin's AGE High Income Fund changed its name to
Franklin High Income Fund. The fund's investment goal and strategy remained the
same.

6. For investors subject to the alternative minimum tax, a small portion of fund
dividends may be taxable. Distributions of capital gains are generally taxable.

7. The fund invests primarily in insured municipal securities.

8. These funds are available in two or more variations, including long-term
portfolios, portfolios of insured securities, a high-yield portfolio (CA) and
limited-term, intermediate-term and money market portfolios (CA and NY).

9. The funds of the Franklin Templeton Variable Insurance Products Trust are
generally available only through insurance company variable contracts.


05/07                                              Not part of the annual report



     [LOGO](R)
FRANKLIN TEMPLETON            One Franklin Parkway
   INVESTMENTS                San Mateo, CA 94403-1906

o       WANT TO RECEIVE THIS DOCUMENT FASTER VIA EMAIL?
        Eligible shareholders can sign up for eDelivery at
        franklintempleton.com. See inside for details.

ANNUAL REPORT AND SHAREHOLDER LETTER

FRANKLIN MONEY FUND

INVESTMENT MANAGER

Franklin Advisers, Inc.

DISTRIBUTOR

Franklin Templeton Distributors, Inc.
1-800/DIAL BEN(R)
franklintempleton.com

SHAREHOLDER SERVICES

1-800/632-2301

Authorized for distribution only when accompanied or preceded by a prospectus.
Investors should carefully consider a fund's investment goals, risks, charges
and expenses before investing. The prospectus contains this and other
information; please read it carefully before investing.

To ensure the highest quality of service, telephone calls to or from our service
departments may be monitored, recorded and accessed. These calls can be
identified by the presence of a regular beeping tone.

111 A2007 08/07

      ITEM 2. CODE OF ETHICS.

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

(c) N/A

(d) N/A

(f) Pursuant to Item 12(a)(1), the Registrant is attaching as an exhibit a copy
of its code of ethics that applies to its principal executive officers and
principal financial and accounting officer.

      ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

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

(2) The audit committee financial expert is John B. Wilson and he is
"independent" as defined under the relevant Securities and Exchange Commission
Rules and Releases.

      ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a)      Audit Fees
The aggregate fees paid to the principal accountant for professional services
rendered by the principal accountant for the audit of the registrant's annual
financial statements or for services that are normally provided by the
principal accountant in connection with statutory and regulatory filings or
engagements were $24,068 for the fiscal year ended June 30, 2007 and $29,706
for the fiscal year ended June 30, 2006.

(b)      Audit-Related Fees
There were no fees paid to the principal accountant for assurance and related
services rendered by the principal accountant to the registrant that are
reasonably related to the performance of the audit of the registrant's
financial statements and are not reported under paragraph (a) of Item 4.

There were no fees paid to the principal accountant for assurance and related
services rendered by the principal accountant to the registrant's investment
adviser and any entity controlling, controlled by or under common control
with the investment adviser that provides ongoing services to the registrant
that are reasonably related to the performance of the audit of their
financial statements.

(c)      Tax Fees
There were no fees paid to the principal accountant for professional services
rendered by the principal accountant to the registrant for tax compliance,
tax advice and tax planning.

The aggregate fees paid to the principal accountant for professional services
rendered by the principal accountant to the registrant's investment adviser
and any entity controlling, controlled by or under common control with the
investment adviser that provides ongoing services to the registrant for tax
compliance, tax advice and tax planning were $46,000 for the fiscal year
ended June 30, 2007 and $0 for the fiscal year ended June 30, 2006.  The
services for which these fees were paid included tax compliance and advice.

(d)      All Other Fees
The aggregate fees paid to the principal accountant for products and services
rendered by the principal accountant to the registrant not reported in
paragraphs (a)-(c) of Item 4 were $0 for the fiscal year ended June 30, 2007
and $856 for the fiscal year ended June 30, 2006.  The services for which
these fees were paid included review of materials provided to the fund Board
in connection with the investment management contract renewal process.

There were no fees paid to the principal accountant for products and services
rendered by the principal accountant to the registrant's investment adviser
and any entity controlling, controlled by or under common control with the
investment adviser that provides ongoing services to the registrant other
than the services reported in paragraphs (a)-(c) of Item 4.

(e) (1) The registrant's audit committee is directly responsible for
approving the services to be provided by the auditors, including:

      (i)  pre-approval of all audit and audit related services;

      (ii) pre-approval of all non-audit related services to be provided to
the Fund by the auditors;

      (iii)pre-approval of all non-audit related services to be provided to
the registrant by the auditors to the registrant's investment adviser or to
any entity that controls, is controlled by or is under common control with
the registrant's investment adviser and that provides ongoing services to the
registrant where the non-audit services relate directly to the operations or
financial reporting of the registrant; and

      (iv) establishment by the audit committee, if deemed necessary or
appropriate, as an alternative to committee pre-approval of services to be
provided by the auditors, as required by paragraphs (ii) and (iii) above, of
policies and procedures to permit such services to be pre-approved by other
means, such as through establishment of guidelines or by action of a
designated member or members of the committee; provided the policies and
procedures are detailed as to the particular service and the committee is
informed of each service and such policies and procedures do not include
delegation of audit committee responsibilities, as contemplated under the
Securities Exchange Act of 1934, to management; subject, in the case of (ii)
through (iv), to any waivers, exceptions or exemptions that may be available
under applicable law or rules.

(e) (2) None of the services provided to the registrant described in
paragraphs (b)-(d) of Item 4 were approved by the audit committee pursuant to
paragraph (c)(7)(i)(C) of Rule 2-01 of regulation S-X.

(f) No disclosures are required by this Item 4(f).

(g) The aggregate non-audit fees paid to the principal accountant for
services rendered by the principal accountant to the registrant and the
registrant's investment adviser and any entity controlling, controlled by or
under common control with the investment adviser that provides ongoing
services to the registrant were $46,000 for the fiscal year ended June 30,
2007 and $856 for the fiscal year ended June 30, 2006.

(h) The registrant's audit committee of the board has considered whether the
provision of non-audit services that were rendered to the registrant's
investment adviser (not including any sub-adviser whose role is primarily
portfolio management and is subcontracted with or overseen by another
investment adviser), and any entity controlling, controlled by, or under
common control with the investment adviser that provides ongoing services to
the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of
Rule 2-01 of Regulation S-X is compatible with maintaining the principal
accountant's independence.

      ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. N/A

      ITEM 6. SCHEDULE OF INVESTMENTS. N/A

      ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR
CLOSED-END MANAGEMENT INVESTMENT COMPANIES. N/A

      ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT
COMPANIES. N/A

      ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT
INVESTMENT COMPANY AND AFFILIATED PURCHASERS. N/A

      ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. There have
been no changes to the procedures by which shareholders may recommend nominees
to the Registrant's Board of Directors that would require disclosure herein.

      ITEM 11. CONTROLS AND PROCEDURES.
(A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. The Registrant maintains
disclosure controls and procedures that are designed to ensure that information
required to be disclosed in the Registrant's filings under the Securities
Exchange Act of 1934 and the Investment Company Act of 1940 is recorded,
processed, summarized and reported within the periods specified in the rules and
forms of the Securities and Exchange Commission. Such information is accumulated
and communicated to the Registrant's management, including its principal
executive officer and principal financial officer, as appropriate, to allow
timely decisions regarding required disclosure. The Registrant's management,
including the principal executive officer and the principal financial officer,
recognizes that any set of controls and procedures, no matter how well designed
and operated, can provide only reasonable assurance of achieving the desired
control objectives.

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

(B) CHANGES IN INTERNAL CONTROLS. There have been no significant changes in the
Registrant's internal controls or in other factors that could significantly
affect the internal controls subsequent to the date of their evaluation in
connection with the preparation of this Shareholder Report on Form N-CSR.

ITEM 12. EXHIBITS.

(a) (1) Code of Ethics

(a) (2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
of Jimmy D. Gambill, Chief Executive Officer - Finance and Administration, and
Galen G. Vetter, Chief Financial Officer

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of
Jimmy D. Gambill, Chief Executive Officer - Finance and Administration, and
Galen G. Vetter, Chief Financial Officer

                                   SIGNATURES

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

FRANKLIN MONEY FUND

By /S/JIMMY D. GAMBILL
   -------------------
      Jimmy D. Gambill
      Chief Executive Officer - Finance and Administration
Date    August 27, 2007

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


By /S/JIMMY D. GAMBILL
   -------------------
      Jimmy D. Gambill
      Chief Executive Officer - Finance and Administration
Date    August 27, 2007


By /S/GALEN G. VETTER
   ------------------
      Galen G. Vetter
      Chief Financial Officer
Date    August 27, 2007