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 811-07038
---------

THE MONEY MARKET PORTFOLIOS
---------------------------
(Exact name of registrant as specified in charter)

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

MURRAY L. SIMPSON, 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: 6/30/05
-------

ITEM 1. REPORTS TO STOCKHOLDERS.

THE MONEY MARKET PORTFOLIOS

FINANCIAL HIGHLIGHTS

THE MONEY MARKET PORTFOLIO

------------------------------------------------------------------------
YEAR ENDED JUNE 30,
2005 2004 2003 2002 2001
------------------------------------------------------------------------

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 ............................................... 0.020 0.009 0.014 0.026 0.059

Less distributions from net investment income ........... (0.020) (0.009) (0.014) (0.026) (0.059)
------------------------------------------------------------------------
Net asset value, end of year ............................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
========================================================================

Total return ............................................ 2.06% 0.94% 1.41% 2.63% 6.08%

RATIOS/SUPPLEMENTAL DATA

Net assets, end of year (000's) ........................ $ 5,676,479 $ 5,505,394 $ 5,331,200 $ 4,734,196 $ 4,490,919

Ratios to average net assets:

Expenses ............................................. 0.16% 0.16% 0.15% 0.16% 0.16

Expenses net of waiver and payments by affiliate ..... 0.16% 0.15% 0.15% 0.15% 0.15%

Net investment income ................................ 2.04% 0.93% 1.39% 2.56% 5.91%

Annual Report | See notes to financial statements. | 27

THE MONEY MARKET PORTFOLIOS

STATEMENT OF INVESTMENTS, JUNE 30, 2005

- ------------------------------------------------------------------------------------------------------------------------------------
THE MONEY MARKET PORTFOLIO PRINCIPAL AMOUNT VALUE
- ------------------------------------------------------------------------------------------------------------------------------------

CERTIFICATES OF DEPOSIT 40.5%
Abbey National North America, Stamford Branch, 3.06% - 3.29%, 7/11/05 - 8/24/05 ............... $ 150,000,000 $ 150,001,903
Bank of Montreal, Chicago Branch, 3.04% - 3.21%, 7/15/05 - 8/22/05 ............................ 150,000,000 150,000,718
Bank of Nova Scotia, Portland Branch, 3.15%, 8/05/05 - 8/08/05 ................................ 150,000,000 150,000,000
Banque Nationale de Paris, New York Branch, 2.255% - 3.265%, 8/16/05 - 8/24/05 ................ 150,000,000 149,999,154
Barclay's Bank PLC, New York Branch, 3.070% - 3.105%, 7/11/05 - 7/14/05 ....................... 150,000,000 150,000,239
Calyon North America Inc., New York Branch, 3.155%, 8/03/05 - 8/04/05 ......................... 150,000,000 150,000,000
Dexia Credit Local NY, New York Branch, 3.19%, 8/09/05 - 8/12/05 .............................. 150,000,000 150,001,699
HBOS Treasury Services, New York Branch, 3.16%, 8/08/05 ....................................... 50,000,000 50,000,262
Landesbank Hessen Thueringen Girozentrale, New York Branch, 3.01% - 3.08%, 7/08/05 - 7/14/05 .. 150,000,000 150,000,359
Lloyds Bank PLC, New York Branch, 3.17% - 3.29%, 8/08/05 - 8/26/05 ............................ 150,000,000 150,001,795
Rabobank Nederland N.V., New York Branch, 3.15%, 8/10/05 ...................................... 100,000,000 100,001,104
Royal Bank of Canada, New York Branch, 3.13%, 7/29/05 ......................................... 75,000,000 75,000,290
Royal Bank of Scotland, New York Branch, 3.115%, 7/25/05 ...................................... 100,000,000 100,000,662
Societe Generale North America, New York Branch, 3.04% - 3.10%, 7/01/05 - 7/19/05 ............. 150,000,000 150,000,000
Svenska Handelsbanken, New York Branch, 3.120% - 3.185%, 7/28/05 - 8/11/05 .................... 150,000,000 150,001,408
UBS Finance Delaware LLC, Stamford Branch, 3.110% - 3.235%, 7/22/05 - 8/17/05 ................. 125,000,000 125,001,084
Westdeutsche Landesbank, New York Branch, 3.05%, 7/11/05 ...................................... 50,000,000 50,000,000
Westpac Banking Corp., New York Branch, 3.245%, 7/26/05 ....................................... 150,000,000 150,000,519
---------------
TOTAL CERTIFICATES OF DEPOSIT (COST $2,300,011,196) ........................................... 2,300,011,196
---------------

(a)COMMERCIAL PAPER 51.9%
ANZ (Delaware) Inc., 7/21/05 - 8/09/05 ........................................................ 175,000,000 174,545,417
Commonwealth Bank of Australia, 7/18/05 - 8/22/05 ............................................. 150,000,000 149,693,253
Danske Corp., 8/11/05 - 8/19/05 ............................................................... 175,000,000 174,266,393
Depfa Bank PLC, 7/06/05 - 7/07/05 ............................................................. 50,000,000 49,976,625
General Electric Capital Corp., 8/25/05 - 8/26/05 ............................................. 150,000,000 149,250,750
Gillette Co., 7/01/05 ......................................................................... 250,000,000 250,000,000
Goldman Sachs Group Inc., 7/18/05 - 7/20/05 ................................................... 150,000,000 149,759,999
HBOS Treasury Services, 8/15/05 - 8/16/05 ..................................................... 100,000,000 99,601,243
ING U.S. Funding Corp., 7/07/05 - 8/23/05 ..................................................... 150,000,000 149,606,708
Merrill Lynch & Co. Inc., 7/01/05 - 7/08/05 ................................................... 225,000,000 224,918,751
National Australia Funding Inc., 8/01/05 - 8/02/05 ............................................ 150,000,000 149,583,938
Nestle Capital Corp., 7/05/05 - 7/06/05 ....................................................... 175,000,000 174,935,729
Pepsico Inc., 8/23/05 ......................................................................... 50,000,000 49,765,917
Procter & Gamble Co., 7/25/05 - 7/27/05 ....................................................... 100,000,000 99,779,861
Royal Bank of Scotland PLC, 8/15/05 ........................................................... 50,000,000 49,802,500
Shell Finance UK PLC, 7/18/05 - 7/20/05 ....................................................... 50,000,000 49,923,750
Siemens Capital Corp., 8/12/05 ................................................................ 100,000,000 99,627,833
Toronto Dominion Holding USA, 7/18/05 - 7/22/05 ............................................... 150,000,000 149,758,145
Total Capital SA, 8/17/05 - 8/22/05 ........................................................... 150,000,000 149,343,913
Toyota Motor Credit Corp., 8/29/05 - 8/30/05 .................................................. 150,000,000 149,184,167
UBS AG Finance Delaware Inc, 7/01/05 .......................................................... 100,000,000 100,000,000
Wal-Mart Stores Inc., 7/13/05 - 8/30/05 ....................................................... 150,000,000 149,629,500
---------------
TOTAL COMMERCIAL PAPER (COST $2,942,954,392) .................................................. 2,942,954,392
---------------

28 | Annual Report

THE MONEY MARKET PORTFOLIOS

STATEMENT OF INVESTMENTS, JUNE 30, 2005 (CONTINUED)

(a)U.S. GOVERNMENT AND AGENCY SECURITIES 0.5%
Federal Home Loan Bank, 7/01/05 ............................................................... $ 12,915,000 $ 12,915,000
Federal Home Loan Mortgage Corp., 7/01/05 ..................................................... 3,390,000 3,390,000
Federal National Mortgage Association, 7/01/05 ................................................ 9,090,000 9,090,000
---------------
TOTAL U.S. GOVERNMENT AND AGENCY SECURITIES (COST $25,395,000) ................................ 25,395,000
---------------

BANK NOTES (COST $150,003,105) 2.6%
Bank of America NA, 3.12%, 7/26/05 - 7/27/05 .................................................. 150,000,000 150,003,105
---------------
TOTAL INVESTMENTS BEFORE REPURCHASE AGREEMENTS (COST $5,418,363,693) .......................... 5,418,363,693
---------------
(b)REPURCHASE AGREEMENTS 4.4%
Deutsche Bank Securities Inc., 2.94%, 7/01/05 (Maturity Value $85,006,942)
Collateralized by a U.S. Treasury Bills, 11/17/05 ........................................... 85,000,000 85,000,000
Morgan Stanley & Co. Inc., 2.87%, 7/01/05 (Maturity Value $134,720,739)
Collateralized by U.S. Treasury Notes, 3.875% - 4.00%, 3/15/10 - 5/15/10;
and U.S. Treasury Bonds, 10.75%, 8/15/05 .................................................... 134,710,000 134,710,000
UBS Securities LLC, 3.05%, 7/01/05 (Maturity Value $30,002,542)
Collateralized by U.S. Government Agency Securities, 2.875%, 9/15/05 ........................ 30,000,000 30,000,000
---------------
TOTAL REPURCHASE AGREEMENTS (COST $249,710,000) ............................................... 249,710,000
---------------
TOTAL INVESTMENTS (COST $5,668,073,693) 99.9% ................................................. 5,668,073,693
OTHER ASSETS, LESS LIABILITIES 0.1% ........................................................... 8,405,725
---------------
NET ASSETS 100.0% ............................................................................. $5,676,479,418
===============

(a) A portion or all of the security is traded on a discount basis with no
stated coupon rate.

(b) See Note 1(b) regarding repurchase agreements.

Annual Report | See notes to financial statements. | 29

THE MONEY MARKET PORTFOLIOS

FINANCIAL HIGHLIGHTS

THE U.S. GOVERNMENT SECURITIES MONEY MARKET PORTFOLIO

--------------------------------------------------------
YEAR ENDED JUNE 30,
2005 2004 2003 2002 2001
--------------------------------------------------------

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 ...... 0.020 0.009 0.013 0.024 0.056

Less distributions from net investment income .................. (0.020) (0.009) (0.013) (0.024) (0.056)
--------------------------------------------------------
Net asset value, end of year ................................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
========================================================

Total return ................................................... 1.99% 0.87% 1.34% 2.43% 5.75%

RATIOS/SUPPLEMENTAL DATA

Net assets, end of year (000's) ................................ $110,761 $ 117,815 $201,758 $226,676 $186,718

Ratios to average net assets:

Expenses .................................................... 0.17% 0.16% 0.16% 0.16% 0.16%

Expenses net of waiver and payments by affiliate ............ 0.15% 0.15% 0.15% 0.15% 0.15%

Net investment income ....................................... 1.97% 0.87% 1.34% 2.33% 5.63%

30 | See notes to financial statements. | Annual Report

THE MONEY MARKET PORTFOLIOS

STATEMENT OF INVESTMENTS, JUNE 30, 2005

- --------------------------------------------------------------------------------------------------------------------
THE U.S. GOVERNMENT SECURITIES MONEY MARKET PORTFOLIO PRINCIPAL AMOUNT VALUE
- --------------------------------------------------------------------------------------------------------------------

(a)U.S. GOVERNMENT SECURITIES 20.2%
U.S. Treasury Bill, 7/15/05 .................................................. $ 5,000,000 $ 4,993,904
U.S. Treasury Bill, 7/28/05 .................................................. 2,500,000 2,495,078
U.S. Treasury Bill, 8/11/05 .................................................. 2,500,000 2,491,786
U.S. Treasury Bill, 8/18/05 .................................................. 2,500,000 2,490,783
U.S. Treasury Bill, 8/25/05 .................................................. 2,500,000 2,488,710
U.S. Treasury Bill, 10/06/05 ................................................. 2,500,000 2,479,556
U.S. Treasury Bill, 11/17/05 ................................................. 2,500,000 2,469,449
U.S. Treasury Bill, 12/22/05 ................................................. 2,500,000 2,461,152
-------------
TOTAL U.S. GOVERNMENT SECURITIES (COST $22,370,418) .......................... 22,370,418
-------------

(b)REPURCHASE AGREEMENTS 88.8%

ABN AMRO Bank, N.V., New York Branch, 2.67%, 7/01/05 (Maturity Value $10,000,742)
Collateralized by U.S. Treasury Notes, 2.00%, 5/15/06 ........................ 10,000,000 10,000,000
Banc of America Securities LLC, 2.70%, 7/01/05 (Maturity Value $5,000,375)
Collateralized by U.S. Treasury Notes, 4.00%, 4/15/10 ........................ 5,000,000 5,000,000
Barclays Capital Inc., 2.85%, 7/01/05 (Maturity Value $5,000,396)
Collateralized by a U.S. Treasury Bills, 7/07/05 ............................. 5,000,000 5,000,000
Deutsche Bank Securities Inc., 2.94%, 7/01/05 (Maturity Value $19,161,565)
Collateralized by a U.S. Treasury Notes, 0.00 - 6.625%, 10/6/05 - 5/15/07 .... 19,160,000 19,160,000
Goldman, Sachs & Co., 2.70%, 7/01/05 (Maturity Value $10,000,750)
Collateralized by U.S. Treasury Notes, 6.50%, 2/15/10 ........................ 10,000,000 10,000,000
Greenwich Capital Markets Inc., 2.85%, 7/01/05 (Maturity Value $15,001,188)
Collateralized by U.S. Treasury Notes, 2.50%, 10/31/06 ....................... 15,000,000 15,000,000
Morgan Stanley & Co., 2.87%, 7/01/05 (Maturity Value $19,166,528)
Collateralized by U.S. Treasury Notes, 10.75%, 8/15/05 ....................... 19,165,000 19,165,000
UBS Securities LLC, 2.85%, 7/01/05 (Maturity Value $15,001,188)
Collateralized by U.S. Treasury Notes, 3.375%, 10/15/09 ...................... 15,000,000 15,000,000
-------------
TOTAL REPURCHASE AGREEMENTS (COST $98,325,000) ................................ 98,325,000
-------------
TOTAL INVESTMENTS (COST $120,695,418) 109.0% .................................. 120,695,418
OTHER ASSETS, LESS LIABILITIES (9.0)% ......................................... (9,934,020)
-------------
NET ASSETS 100.0% ............................................................. $110,761,398
=============

(a) A portion or all of the security is traded on a discount basis with no
stated coupon rate.

(b) See Note 1(b) regarding repurchase agreements.

Annual Report | See notes to financial statements. | 31

THE MONEY MARKET PORTFOLIOS

FINANCIAL STATEMENTS

STATEMENTS OF ASSETS AND LIABILITIES
June 30, 2005

----------------------------------
THE U.S.
GOVERNMENT
THE SECURITIES
MONEY MARKET MONEY MARKET
PORTFOLIO PORTFOLIO
----------------------------------

Assets:
Investments in securities, at amortized cost ................. $ 5,418,363,693 $ 22,370,418
Repurchase agreements, at value and cost ..................... 249,710,000 98,325,000
----------------------------------
Total investments ...................................... 5,668,073,693 120,695,418
Cash ......................................................... 3,914 1,355
Interest receivable .......................................... 9,161,968 7,730
----------------------------------
Total assets ........................................... 5,677,239,575 120,704,503
----------------------------------
Liabilities:
Payables:
Investments securities purchased .......................... -- 9,924,505
Affiliates ................................................ 704,700 7,925
Distributions to shareholders ............................. 7,233 62
Other liabilities ............................................ 48,224 10,613
----------------------------------
Total liabilities ...................................... 760,157 9,943,105
----------------------------------
Net assets, at value ............................................ $ 5,676,479,418 $ 110,761,398
==================================
Shares outstanding .............................................. 5,676,479,418 110,761,398
==================================
Net asset value per share ....................................... $ 1.00 $ 1.00
==================================

32 | See notes to financial statements. | Annual Report

THE MONEY MARKET PORTFOLIOS

FINANCIAL STATEMENTS (CONTINUED)

STATEMENTS OF OPERATIONS
for the year ended June 30, 2005

-------------------------------
THE U.S.
GOVERNMENT
THE SECURITIES
MONEY MARKET MONEY MARKET
PORTFOLIO PORTFOLIO
-------------------------------

Investment income:
Interest .............................................................. $ 128,511,065 $ 2,410,476
-------------------------------
Expenses:
Management fees (Note 3a) ............................................. 8,798,240 170,696
Custodian fees (Note 4) ............................................... 119,166 2,196
Reports to shareholders ............................................... 6,242 2,587
Professional fees ..................................................... 56,499 14,348
Other ................................................................. 174,147 4,716
-------------------------------
Total expenses ..................................................... 9,154,294 194,543
Expense reductions (Note 4) ........................................ (18,760) (1,572)
Expenses waived/paid by affiliate (Note 3d) ........................ -- (22,238)
-------------------------------
Net expenses .................................................... 9,135,534 170,733
-------------------------------
Net investment income ........................................ 119,375,531 2,239,743
-------------------------------
Net realized gain (loss) from investments ................................ -- 190
-------------------------------
Net increase (decrease) in net assets resulting from operations .......... $ 119,375,531 $ 2,239,933
===============================

Annual Report | See notes to financial statements. | 33

THE MONEY MARKET PORTFOLIOS

FINANCIAL STATEMENTS (CONTINUED)

STATEMENTS OF CHANGES IN NET ASSETS

----------------------------------------------------------------------
THE U.S. GOVERNMENT SECURITIES
THE MONEY MARKET PORTFOLIO MONEY MARKET PORTFOLIO
----------------------------------------------------------------------
YEAR ENDED JUNE 30, YEAR ENDED JUNE 30,
2005 2004 2005 2004
----------------------------------------------------------------------

Increase (decrease) in net assets:
Operations:
Net investment income ............................... $ 119,375,531 $ 49,426,140 $ 2,239,743 $ 1,508,957
Net realized gain (loss) from investments ........... -- 3,825 190 5,742
----------------------------------------------------------------------
Net increase (decrease) in net assets resulting
from operations ................................. 119,375,531 49,429,965 2,239,933 1,514,699
Distributions to shareholders from net
investment income ................................... (119,375,531) (49,429,965)(a) (2,239,933)(b) (1,514,699)(c)
Capital share transactions (Note 2) .................... 171,085,254 174,194,451 (7,053,156) (83,943,475)
----------------------------------------------------------------------
Net increase (decrease) in net assets ............ 171,085,254 174,194,451 (7,053,156) (83,943,475)
Net assets (there is no undistributed net investment
income at beginning or end of year):
Beginning of year ................................... 5,505,394,164 5,331,199,713 117,814,554 201,758,029
----------------------------------------------------------------------
End of year ......................................... $ 5,676,479,418 $ 5,505,394,164 $ 110,761,398 $ 117,814,554
----------------------------------------------------------------------

(a) Distributions were increased by a net realized gain from investments of
$3,825.

(b) Distributions were increased by a net realized gain from investments of
$190.

34 | See notes to financial statements. | Annual Report

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 a diversified, open-end investment company, consisting of
two separate portfolios (the Portfolios). The shares of the Portfolios are
issued in private placements and are exempt from registration under the
Securities Act of 1933.

The following summarizes the Portfolios' 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 Portfolios' Board of Trustees.

B. REPURCHASE AGREEMENTS

The Portfolios may enter into repurchase agreements, which are accounted for as
a loan by the Portfolios to the seller, collateralized by securities which are
delivered to the Portfolios' custodian. The market value, including accrued
interest, of the initial collateralization is required to be at least 102% of
the dollar amount invested by the Portfolios, with the value of the underlying
securities marked to market daily to maintain coverage of at least 100%.
Repurchase agreements are valued at cost. At June 30, 2005, all repurchase
agreements held by the Portfolios had been entered into on that date.

C. INCOME TAXES

No provision has been made for U.S. income taxes because each Portfolio's policy
is to continue to qualify as a regulated investment company under Subchapter M
of the Internal Revenue Code and to distribute substantially all of its taxable
income. Portfolio distributions to shareholders are determined on an income tax
basis and may differ from net investment income and realized gains for financial
reporting purposes.

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. Discounts and premiums
on securities purchased are amortized over the lives of the respective
securities. Dividends from net investment income and capital gains or losses are
normally declared daily. Such distributions are reinvested in additional shares
of the Portfolios.

Common expenses incurred by the Trust are allocated among the Portfolios based
on the ratio of net assets of each Portfolio to the combined net assets of the
Trust. Portfolio specific expenses are charged directly to the portfolio that
incurred the expense.

Annual Report | 35

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. However, based on experience, the
Trust expects the risk of loss to be remote.

2. SHARES OF BENEFICIAL INTEREST

At June 30, 2005, there were an unlimited number of shares authorized ($0.01 par
value). Transactions in the Portfolio's shares at $1.00 per share were as
follows:

----------------------------------
THE U.S.
GOVERNMENT
THE SECURITIES
MONEY MARKET MONEY MARKET
PORTFOLIO PORTFOLIO
----------------------------------

Year ended June 30, 2005
Shares sold ................................................... $ 5,623,149,272 $ 52,184,664
Shares issued in reinvestment of distributions ................ 119,380,707 2,240,711
Shares redeemed ............................................... (5,571,444,725) (61,478,531)
----------------------------------
Net increase (decrease) ....................................... $ 171,085,254 $ (7,053,156)
==================================
Year ended June 30, 2004
Shares sold ................................................... $ 5,413,860,590 $ 145,540,988
Shares issued in reinvestment of distributions ................ 49,424,401 1,513,783
Shares redeemed ............................................... (5,289,090,540) (230,998,246)
----------------------------------
Net increase (decrease) ....................................... $ 174,194,451 $ (83,943,475)
==================================

36 | Annual Report

THE MONEY MARKET PORTFOLIOS

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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 Portfolios are also officers and/or directors of the Franklin
Money Fund, the Institutional Fiduciary Trust, the Franklin Templeton Money Fund
Trust and the Franklin Federal Money Fund, and of the following subsidiaries:

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

A. MANAGEMENT FEE

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

B. TRANSFER AGENT FEES

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

C. OTHER AFFILIATED TRANSACTIONS

At June 30, 2005, the shares of The Money Market Portfolio were owned by the
following funds:

----------------------------------
PERCENTAGE OF
SHARES OUTSTANDING SHARES
----------------------------------

Institutional Fiduciary Trust - Money Market Portfolio .............. 3,934,213,030 69.31%
Franklin Money Fund ................................................. 1,452,679,478 25.59%
Institutional Fiduciary Trust - Franklin Cash Reserves Fund ......... 191,755,157 3.38%
Franklin Templeton Money Fund Trust - Franklin Templeton
Money Fund ........................................................ 97,831,753 1.72%

At June 30, 2005, the shares of The U.S. Government Securities Money Market
Portfolio were owned by the following fund:

----------------------------------
PERCENTAGE OF
SHARES OUTSTANDING SHARES
----------------------------------

Franklin Federal Money Fund ......................................... 110,761,398 100.00%

D. VOLUNTARY WAIVER AND EXPENSE REIMBURSEMENTS

Advisers agreed in advance to voluntarily waive a portion of management fees for
The U.S. Government Securities Money Market Portfolio, as noted in the Statement
of Operations. Total expenses waived by Advisers are not subject to
reimbursement by the Portfolio subsequent to the Portfolio's fiscal year end.

Annual Report | 37

THE MONEY MARKET PORTFOLIOS

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

4. EXPENSE OFFSET ARRANGEMENT

The Portfolios have entered into an arrangement with their custodian whereby
credits realized as a result of uninvested cash balances are used to reduce a
portion of the Portfolios' custodian expenses. During the year ended June 30,
2005, the custodian fees were reduced as noted in the Statement of Operations.

5. INCOME TAXES

The tax character of distributions paid during the years ended June 30, 2005 and
2004, was as follows:

---------------------------------------------------------
THE U.S. GOVERNMENT
THE MONEY MARKET SECURITIES
PORTFOLIO MONEY MARKET PORTFOLIO
---------------------------------------------------------
2005 2004 2005 2004
---------------------------------------------------------

Distributions paid from -
ordinary income ................................. $ 119,375,531 $ 49,429,965 $ 2,239,933 $ 1,514,699
=========================================================

At June 30, 2005, the cost of investments and undistributed ordinary income for
income tax purposes were as follows:

-------------------------------
THE U.S.
GOVERNMENT
THE SECURITIES
MONEY MARKET MONEY MARKET
PORTFOLIO PORTFOLIO
-------------------------------

Cost of investments ......................................................... $ 5,668,073,693 $120,695,418
-------------------------------
Undistributed ordinary income ............................................... $ 7,233 $ 62
-------------------------------

6. REGULATORY MATTERS

INVESTIGATIONS AND SETTLEMENTS

As part of various investigations by a number of federal, state, and foreign
regulators and governmental entities, including the Securities and Exchange
Commission ("SEC"), the California Attorney General's Office ("CAGO"), and the
National Association of Securities Dealers, Inc. ("NASD"), 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, Franklin
Resources, Inc. and certain of its subsidiaries (as used in this section,
together, the "Company"), as well as certain current or former executives and
employees of the Company, provided documents and information in response to
subpoenas and/or requests for documents, information and/or testimony. Beginning
in August 2004, the Company entered into settlements with certain of the
regulators and a governmental entity investigating the mutual fund industry
practices

38 | Annual Report

THE MONEY MARKET PORTFOLIOS

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

6. REGULATORY MATTERS (CONTINUED)

INVESTIGATIONS AND SETTLEMENTS (CONTINUED)

noted above. The Company believes that settlement of each of the matters is in
the best interest of the Company and shareholders of the Franklin, Templeton,
and Mutual Series mutual funds (the "funds").

Two of the settlement agreements, those with the SEC and the CAGO concerning
marketing support payments, provide that the distribution of settlement monies
are to be made to the relevant funds, not to individual shareholders. The CAGO
has approved the distribution plan pertaining to the distribution of the monies
owed under the CAGO settlement agreement and, in accordance with the terms and
conditions of that settlement, the monies were disbursed to the participating
funds. The Trust did not participate in the CAGO settlement. The SEC has not yet
approved the distribution plan pertaining to the SEC settlement. When approved,
disbursements of settlement monies under the SEC's settlement will be made
promptly in accordance with the terms and conditions of that order.

OTHER LEGAL PROCEEDINGS

On April 12, 2005, the Attorney General of West Virginia filed a complaint in
the Circuit Court of Marshall County, West Virginia against a number of
companies engaged in the mutual fund industry, including Franklin Resources,
Inc. and its subsidiary, Franklin Advisers, Inc., and certain other parties
alleging violations of the West Virginia Consumer Credit and Protection Act and
seeking, among other things, civil penalties and attorneys' fees and costs.
Defendants have since removed the matter to the United States District Court for
the Northern District of West Virginia. To the extent applicable to the Company,
the complaint arises from activity that occurred in 2001 and duplicates, in
whole or in part, the allegations asserted in the February 4, 2004 Massachusetts
Administrative Complaint concerning one instance of market timing (the
"Administrative Complaint") and the SEC's findings regarding market timing in
its August 2, 2004 Order (the "SEC Order"), both of which matters were
previously reported.

The Company, in addition to certain Franklin, Templeton, and Mutual Series
mutual funds, and certain current and former officers, employees, and directors
have been named in multiple lawsuits in different courts alleging violations of
various federal securities and state laws and seeking, among other relief,
monetary damages, restitution, removal of fund trustees, directors, advisers,
administrators, and distributors, rescission of management contracts and 12b-1
plans, and/or attorneys' fees and costs. Specifically, the lawsuits claim breach
of duty with respect to alleged arrangements to permit market timing and/or late
trading activity, or breach of duty with respect to the valuation of the
portfolio securities of certain Templeton funds managed by Franklin Resources,
Inc. subsidiaries, allegedly resulting in market timing activity. The majority
of these lawsuits duplicate, in whole or in part, the allegations asserted in
the Administrative Complaint and the SEC's findings regarding market timing in
the SEC Order. The lawsuits are styled as class actions, or derivative actions
on behalf of either the named funds or Franklin Resources, Inc.

Annual Report | 39

THE MONEY MARKET PORTFOLIOS

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

6. REGULATORY MATTERS (CONTINUED)

OTHER LEGAL PROCEEDINGS (CONTINUED)

The Company, in addition to certain Franklin, Templeton, and Mutual Series
mutual funds, and certain current and former officers, employees, and directors
have been named in multiple lawsuits alleging violations of various securities
laws and pendent state law claims relating to the disclosure of marketing
support payments and/or payment of allegedly excessive commissions and/or
advisory or distribution fees, and seeking, among other relief, monetary
damages, restitution, rescission of advisory contracts, including recovery of
all fees paid pursuant to those contracts, an accounting of all monies paid to
the named advisers, declaratory relief, injunctive relief, and/or attorneys'
fees and costs. These lawsuits are styled as class actions or derivative actions
brought on behalf of the named funds.

The Company and fund management strongly believe that the claims made in each of
the lawsuits described above are without merit and intends 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. Public trust and confidence are critical to the Company's business and
any material loss of investor and/or client confidence could result in a
significant decline in assets under management by the Company, which would have
an adverse effect on future financial results. 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. The Company is committed to taking all
appropriate actions to protect the interests of its funds' shareholders.

40 | Annual Report

THE MONEY MARKET PORTFOLIOS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

In our opinion, the accompanying statements of assets and liabilities, including
the statements 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 and The
U.S. Government Securities Money Market Portfolio constituting The Money Market
Portfolios, (hereafter referred to as the "Funds") at June 30, 2005, the results
of each of their operations for the year then ended, the changes in each of
their 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 Funds' 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, 2005 by
correspondence with the custodian and brokers, provide a reasonable basis for
our opinion.

PricewaterhouseCoopers LLP

San Francisco, California
August 10, 2005

Annual Report | 41

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 Fund, principal occupations
during the past five years and number of portfolios overseen in the Franklin
Templeton Investments fund complex are shown below. Each board member will serve
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 142 Director, Bar-S Foods (meat packing
One Franklin Parkway 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 51 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.
- ------------------------------------------------------------------------------------------------------------------------------------
S. JOSEPH FORTUNATO (1932) Trustee Since 1992 143 None
One Franklin Parkway
San Mateo, CA 94403-1906
- ------------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Attorney; and FORMERLY, member of the law firm of Pitney, Hardin, Kipp & Szuch (until 2002) (Consultant (2003)).
- ------------------------------------------------------------------------------------------------------------------------------------
EDITH E. HOLIDAY (1952) Trustee Since June 135 Director, Amerada Hess Corporation
One Franklin Parkway 2005 (exploration and refining of oil and
San Mateo, CA 94403-1906 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).
- ------------------------------------------------------------------------------------------------------------------------------------
FRANK W.T. LAHAYE (1929) Trustee Since 1992 116 Director, The California Center for
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).
- ------------------------------------------------------------------------------------------------------------------------------------

42 | Annual Report

GORDON S. MACKLIN (1928) Trustee Since 1992 142 Director, Martek Biosciences
One Franklin Parkway Corporation, MedImmune, Inc.
San Mateo, CA 94403-1906 (biotechnology), and Overstock.com
(Internet services); and FORMERLY,
Director, MCI Communication
Corporation (subsequently known as
MCI WorldCom, Inc. and WorldCom,
Inc.) (communications services)
(1988-2002), White Mountains
Insurance Group, Ltd. (holding
company) (1987-2004) and Spacehab,
Inc. (aerospace services)
(1994-2003).
- ------------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Director of various companies; and FORMERLY, Deputy Chairman, White Mountains Insurance Group, Ltd. (holding company) (2001-2004);
Chairman, White River Corporation (financial services) (1993-1998) and Hambrecht & Quist Group (investment banking) (1987-1992);
and President, National Association of Securities Dealers, Inc. (1970-1987).
- ------------------------------------------------------------------------------------------------------------------------------------

INTERESTED BOARD MEMBERS AND OFFICERS

**CHARLES B. JOHNSON (1933) Trustee and Trustee since 142 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.; Vice President, Franklin Templeton
Distributors, Inc.; Director, Fiduciary Trust Company International; 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.
- ------------------------------------------------------------------------------------------------------------------------------------
**RUPERT H. JOHNSON, JR. (1940) Trustee and Trustee since 126 None
One Franklin Parkway President and 1992 and
San Mateo, CA 94403-1906 Chief President and
Executive Chief 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.; Vice President and Director, Franklin
Templeton Distributors, Inc.; Director, Franklin Advisers, 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 47 of
the investment companies in Franklin Templeton Investments.
- ------------------------------------------------------------------------------------------------------------------------------------

Annual Report | 43

HARMON E. BURNS (1945) Vice President Since 1992 Not Applicable Not Applicable
One Franklin Parkway
San Mateo, CA 94403-1906
- ------------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Vice Chairman, Member - Office of the Chairman and Director, Franklin Resources, Inc.; Vice President and Director, Franklin
Templeton Distributors, Inc.; Executive Vice President, Franklin Advisers, 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 47 of the investment companies in Franklin
Templeton Investments.
- ------------------------------------------------------------------------------------------------------------------------------------
JAMES M. DAVIS (1952) Chief Since 2004 Not Applicable Not Applicable
One Franklin Parkway Compliance
San Mateo, CA 94403-1906 Officer
- ------------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Director, Global Compliance, Franklin Resources, Inc.; officer of 49 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:
Officer of 33 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).
- ------------------------------------------------------------------------------------------------------------------------------------
MARTIN L. FLANAGAN (1960) Vice President Since 1995 Not Applicable Not Applicable
One Franklin Parkway
San Mateo, CA 94403-1906
- ------------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Co-President and Chief Executive Officer, Franklin Resources, Inc.; Senior Vice President and Chief Financial Officer, Franklin
Mutual Advisers, LLC; Executive Vice President, Chief Financial Officer and Director, Templeton Worldwide, Inc.; Executive Vice
President and Chief Operating Officer, Templeton Investment Counsel, LLC; President and Director, Franklin Advisers, Inc.;
Executive Vice President, Franklin Templeton Investor Services, LLC; Chief Financial Officer, Franklin Advisory Services, LLC;
Chairman, Franklin Templeton 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 47 of the investment companies in Franklin Templeton Investments.
- ------------------------------------------------------------------------------------------------------------------------------------
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 49 of the investment
companies in Franklin Templeton Investments.
- ------------------------------------------------------------------------------------------------------------------------------------

44 | Annual Report

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 Resources, Inc.; officer and director of one of the subsidiaries of Franklin Resources,
Inc.; officer of 49 of the investment companies in Franklin Templeton Investments; and formerly, President, Chief Executive Officer
and Director, Property Resources Equity Trust (until 1999) and Franklin Select Realty Trust (until 2000).
- ------------------------------------------------------------------------------------------------------------------------------------
BARBARA J. GREEN (1947) Vice President Since 2000 Not Applicable Not Applicable
One Franklin Parkway
San Mateo, CA 94403-1906
- ------------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Vice President, Deputy General Counsel and Secretary, Franklin Resources, Inc.; Secretary and Senior Vice President, Templeton
Worldwide, Inc.; Secretary, Franklin Advisers, Inc., Franklin Advisory Services, LLC, Franklin Investment Advisory Services, LLC,
Franklin Mutual Advisers, LLC, Franklin Templeton Alternative Strategies, Inc., Franklin Templeton Investor Services, LLC, Franklin
Templeton Services, LLC, Franklin Templeton Distributors, Inc., Templeton Investment Counsel, LLC, and Templeton/Franklin
Investment Services, Inc.; and officer of some of the other subsidiaries of Franklin Resources, Inc. and of 49 of the investment
companies in Franklin Templeton Investments; and FORMERLY, Deputy Director, Division of Investment Management, Executive Assistant
and Senior Advisor to the Chairman, Counselor to the Chairman, Special Counsel and Attorney Fellow, U.S. Securities and Exchange
Commission (1986-1995); Attorney, Rogers & Wells (until 1986); and Judicial Clerk, U.S. District Court (District of Massachusetts)
(until 1979).
- ------------------------------------------------------------------------------------------------------------------------------------
MICHAEL O. MAGDOL (1937) Vice President Since 2002 Not Applicable Not Applicable
600 Fifth Avenue - AML
Rockefeller Center Compliance
New York, NY 10020-2302
- ------------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Vice Chairman, Chief Banking Officer and Director, Fiduciary Trust Company International; Director, FTI Banque, Arch Chemicals,
Inc. and Lingnan Foundation; and officer and/or director, as the case may be, of some of the other subsidiaries of Franklin
Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments.
- ------------------------------------------------------------------------------------------------------------------------------------
MURRAY L. SIMPSON (1937) Vice President Since 2000 Not Applicable Not Applicable
One Franklin Parkway and Secretary
San Mateo, CA 94403-1906
- ------------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Executive Vice President and General Counsel, Franklin Resources, Inc.; officer and/or director, as the case may be, of some of the
subsidiaries of Franklin Resources, Inc. and of 49 of the investment companies in Franklin Templeton Investments; and FORMERLY,
Chief Executive Officer and Managing Director, Templeton Franklin Investment Services (Asia) Limited (until 2000); and Director,
Templeton Asset Management Ltd. (until 1999).
- ------------------------------------------------------------------------------------------------------------------------------------

Annual Report | 45

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 49 of the investment companies in Franklin Templeton
Investments; and FORMERLY, Managing Director, RSM McGladrey, Inc.; and Partner, McGladrey & Pullen, LLP.
- ------------------------------------------------------------------------------------------------------------------------------------

*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 adviser or affiliated investment
advisers.

**Charles B. Johnson and Rupert H. Johnson, Jr. are considered to be interested
persons of the Trust under the federal securities laws due to their positions as
officers and directors and major shareholders of Franklin Resources, Inc., which
is the parent company of the Trust's adviser and distributor.
Note: Charles B. Johnson and Rupert H. Johnson, Jr. are brothers.

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 FRANK W.T. LAHAYE AS ITS AUDIT COMMITTEE FINANCIAL EXPERT. THE BOARD
BELIEVES THAT MR. LAHAYE QUALIFIES AS SUCH AN EXPERT IN VIEW OF HIS EXTENSIVE
BUSINESS BACKGROUND AND EXPERIENCE, INCLUDING SERVICE AS PRESIDENT AND DIRECTOR
OF MCCORMICK SELPH ASSOCIATES FROM 1954 THROUGH 1965; DIRECTOR AND CHAIRMAN OF
TELEDYNE CANADA LTD. FROM 1966 THROUGH 1971; DIRECTOR AND CHAIRMAN OF
QUARTERDECK CORPORATION FROM 1982 THROUGH 1998; AND SERVICES AS A DIRECTOR OF
VARIOUS OTHER PUBLIC COMPANIES INCLUDING U.S. TELEPHONE INC. (1981-1984), FISHER
IMAGING INC. (1991-1998) AND DIGITAL TRANSMISSIONS SYSTEMS (1995-1999). IN
ADDITION, MR. LAHAYE SERVED FROM 1981 TO 2000 AS A DIRECTOR AND CHAIRMAN OF
PEREGRINE VENTURE MANAGEMENT CO., A VENTURE CAPITAL FIRM, AND HAS BEEN A MEMBER
AND CHAIRMAN OF THE FUND'S AUDIT COMMITTEE SINCE ITS INCEPTION. AS A RESULT OF
SUCH BACKGROUND AND EXPERIENCE, THE BOARD OF DIRECTORS BELIEVES THAT MR. LAHAYE
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. LAHAYE 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.

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.

(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 Frank W. T. LaHaye 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 $4,669 for the fiscal year ended June 30, 2005 and $78,970 for the fiscal
year ended June 30, 2004.

(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.

The aggregate 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
were $0 for the fiscal year ended June 30, 2005 and $52,158 for the fiscal year
ended June 30, 2004. The services for which these fees were paid included
attestation services.

(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 $19,591 for the fiscal year ended
June 30, 2005 and $0 for the fiscal year ended June 30, 2004. The services for
which these fees were paid included tax compliance and advise.

(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, 2005 and
$2,567 for the fiscal year ended June 30, 2004. 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.

The aggregate 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 not reported
in paragraphs (a)-(c) of Item 4 were $4,500 for the fiscal year ended June 30,
2005 and $97,433 for the fiscal year ended June 30, 2004. 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 and the
review of the ICI transfer agent survey.

(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 $24,091 for the fiscal year ended June 30, 2005 and $152,158 for
the fiscal year ended June 30, 2004.

(h) The registrant's audit committee of the board of trustees 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 Trustees 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.

THE MONEY MARKET PORTFOLIOS

By JIMMY D. GAMBILL
----------------
/s/Jimmy D. Gambill
Chief Executive Officer - Finance and Administration
Date August 19, 2005

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 JIMMY D. GAMBILL
----------------
/s/Jimmy D. Gambill
Chief Executive Officer - Finance and Administration
Date August 19, 2005

By GALEN G. VETTER
---------------
/s/Galen G. Vetter
Chief Financial Officer
Date August 19, 2005