Exhibit 12 (a)(1)


CODE OF ETHICS FOR PRINCIPAL EXECUTIVES & SENIOR FINANCIAL OFFICERS
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PROCEDURES              Dated July 2004

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                            FRANKLIN TEMPLETON FUNDS

                   CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND

                            SENIOR FINANCIAL OFFICERS

I.  Covered Officers and Purpose of the Code

         This code of ethics (the "Code") applies to the Principal Executive
Officers, Principal Financial Officer and Principal Accounting Officer (the
"Covered Officers," each of whom is set forth in Exhibit A) of each investment
company advised by a Franklin Resources subsidiary and that is registered with
the United States Securities & Exchange Commission ("SEC") (collectively, "FT
Funds") for the purpose of promoting:

     o Honest and ethical conduct, including the ethical resolution of actual or
       apparent conflicts of  interest between personal and  professional
       relationships;

     o Full, fair, accurate, timely and understandable disclosure in reports and
       documents that a registrant files with, or submits to, the SEC and in
       other public communications made by or on behalf of the FT Funds;

     o Compliance with applicable laws and governmental rules and regulations;

     o The prompt internal reporting of violations of the Code to an appropriate
       person or persons identified in the Code; and

     o Accountability for adherence to the Code.

         Each Covered Officer will be expected to adhere to a high standard of
business ethics and must be sensitive to situations that may give rise to actual
as well as apparent conflicts of interest.

II.      Other Policies and Procedures

         This Code shall be the sole code of ethics adopted by the Funds for
purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms
applicable to registered investment companies thereunder.

         Franklin Resources, Inc. has separately adopted the CODE OF ETHICS AND
BUSINESS CONDUCT ("Business Conduct"), which is applicable to all officers,
directors and employees of Franklin Resources, Inc., including Covered Officers.
It summarizes the values, principles and business practices that guide the
employee's business conduct and also provides a set of basic principles to guide
officers, directors and employees regarding the minimum ethical requirements
expected of them. It supplements the values, principles and business conduct
identified in the Code and other existing employee policies.

         Additionally, the Franklin Templeton Funds have separately adopted the
CODE OF ETHICS AND POLICY STATEMENT ON INSIDER TRADING governing personal
securities trading and other related matters. The Code for Insider Trading
provides for separate requirements that apply to the Covered Officers and
others, and therefore is not part of this Code.

         Insofar as other policies or procedures of Franklin Resources, Inc.,
the Funds, the Funds' adviser, principal underwriter, or other service providers
govern or purport to govern the behavior or activities of the Covered Officers
who are subject to this Code, they are superceded by this Code to the extent
that they overlap or conflict with the provisions of this Code. Please review
these other documents or consult with the Legal Department if have questions
regarding the applicability of these policies to you.

III. Covered Officers Should Handle Ethically Actual and Apparent Conflicts of
Interest

         OVERVIEW. A "conflict of interest" occurs when a Covered Officer's
private interest interferes with the interests of, or his or her service to, the
FT Funds. For example, a conflict of interest would arise if a Covered Officer,
or a member of his family, receives improper personal benefits as a result of
apposition with the FT Funds.

         Certain conflicts of interest arise out of the relationships between
Covered Officers and the FT Funds and already are subject to conflict of
interest provisions in the Investment Company Act of 1940 ("Investment Company
Act") and the Investment Advisers Act of 1940 ("Investment Advisers Act"). For
example, Covered Officers may not individually engage in certain transactions
(such as the purchase or sale of securities or other property) with the FT Funds
because of their status as "affiliated persons" of the FT Funds. The FT Funds'
and the investment advisers' compliance programs and procedures are designed to
prevent, or identify and correct, violations of these provisions. This Code does
not, and is not intended to, repeat or replace these programs and procedures,
and such conflicts fall outside of the parameters of this Code.

         Although typically not presenting an opportunity for improper personal
benefit, conflicts arise from, or as a result of, the contractual relationship
between the FT Funds, the investment advisers and the fund administrator of
which the Covered Officers are also officers or employees. As a result, this
Code recognizes that the Covered Officers will, in the normal course of their
duties (whether formally for the FT Funds, for the adviser, the administrator,
or for all three), be involved in establishing policies and implementing
decisions that will have different effects on the adviser, administrator and the
FT Funds. The participation of the Covered Officers in such activities is
inherent in the contractual relationship between the FT Funds, the adviser, and
the administrator and is consistent with the performance by the Covered Officers
of their duties as officers of the FT Funds. Thus, if performed in conformity
with the provisions of the Investment Company Act and the Investment Advisers
Act, such activities will be deemed to have been handled ethically. In addition,
it is recognized by the FT Funds' Boards of Directors ("Boards") that the
Covered Officers may also be officers or employees of one or more other
investment companies covered by this or other codes.

         Other conflicts of interest are covered by the Code, even if such
conflicts of interest are not subject to provisions in the Investment Company
Act and the Investment Advisers Act. The following list provides examples of
conflicts of interest under the Code, but Covered Officers should keep in mind
that these examples are not exhaustive. The overarching principle is that the
personal interest of a Covered Officer should not be placed improperly before
the interest of the FT Funds.

Each Covered Officer must:

     o Not use his or her personal influence  or  personal  relationships
       improperly to influence investment decisions orfinancial reporting by
       the FT Funds whereby the Covered Officer would benefit personally to the
       detriment of the FT Funds;

     o Not cause the FT Funds to take action, or fail to take  action, for the
       individual personal benefit of the Covered Officer rather than the
       benefit the FT Funds;

     o Not retaliate against any other Covered Officer or any employee of the FT
       Funds or their affiliated persons for reports of potential  violations
       that are made in good faith;

     o Report  at  least   annually  the  following  affiliations  or other
       relationships:/ 1

          o all directorships for public companies and all companies that are
            required to file reports with the SEC;

          o any direct or indirect  business relationship  with any independent
            directors of the FT Funds;

          o any direct or indirect  business relationship with any independent
            public  accounting  firm (which are not related to the routine
            issues related to the firm's service as the Covered Persons
            accountant); and

          o any direct or indirect interest in any transaction with any FT Fund
            that will benefit the officer (not including benefits derived from
            the advisory, sub-advisory, distribution or service agreements with
            affiliates of Franklin Resources).

         These reports will be reviewed by the Legal Department for compliance
with the Code.

         There are some conflict of interest situations that should always be
approved in writing by Franklin Resources General Counsel or Deputy General
Counsel, if material. Examples of these include/2:

     o Service as a director on the board of any public or private Company;

     o The  receipt  of any gifts in excess  of $100 from any  person,  from any
       corporation or association

     o The receipt of any entertainment from any Company with which the FT Funds
       has current or prospective  business dealings unless such entertainment
       is business related, reasonable in cost, appropriate as to time and
       place, and not so frequent as to raise any question of  impropriety.
       Notwithstanding the foregoing, the Covered Officers must obtain prior
       approval from the Franklin Resources General Counsel for any
       entertainment  with a value in excess of $1000.

     o Any ownership  interest in, or any consulting or employment relationship
       with, any of the FT Fund's service providers, other than an investment
       adviser, principal underwriter, administrator or any affiliated person
       thereof;

     o A direct or  indirect  financial  interest  in  commissions,  transaction
       charges or spreads paid by the FT Funds for   effecting   portfolio
       transactions or for selling or redeeming shares  other than an interest
       arising from the Covered Officer's employment, such as compensation  or
       equity ownership.

         Franklin Resources General Counsel or Deputy General Counsel will
provide a report to the FT Funds Audit Committee of any approvals granted at the
next regularly scheduled meeting.

IV. Disclosure and Compliance

     o Each Covered  Officer  should  familiarize  himself  with the  disclosure
       requirements generally applicable to the FT Funds;

     o Each Covered Officer should not knowingly misrepresent, or cause others
       to  misrepresent, facts about the FT Funds to others, whether within or
       outside the FT Funds, including to the FT Funds' directors and auditors,
       and to governmental regulators and self-regulatory organizations;

     o Each Covered Officer should, to the extent appropriate within his or her
       area of responsibility, consult with other officers and employees of the
       FT Funds, the FT Fund's adviser and the administrator with the goal of
       promoting full, fair, accurate, timely and understandable disclosure in
       the reports and documents the FT Funds file with, or submit to, the SEC
       and in other public communications made by the FT Funds; and

     o It is the  responsibility  of each Covered Officer to promote compliance
       with the standards and restrictions imposed by applicable laws, rules and
       regulations.

V. Reporting and Accountability

Each Covered Officer must:

     o Upon becoming a covered officer affirm in writing to the Board that he or
       she has received, read, and understands the Code (see Exhibit B);

     o Annually  thereafter  affirm to the Board that he has  complied  with the
       requirements of the Code; and

     o Notify  Franklin  Resources'  General  Counsel or Deputy General Counsel
       promptly if he or she knows of any violation of this Code. Failure to do
       so is itself is a violation of this Code.

         Franklin Resources' General Counsel and Deputy General Counsel are
responsible for applying this Code to specific situations in which questions are
presented under it and have the authority to interpret this Code in any
particular situation./3 However, the Independent Directors of the respective FT
Funds will consider any approvals or waivers/4 sought by any Chief Executive
Officers of the Funds.

         The FT Funds will follow these procedures in investigating and
enforcing this Code:

     o Franklin  Resources General Counsel or Deputy General Counsel will take
       all appropriate action to investigate any potential  violations reported
       to the Legal Department;

     o If,  after such  investigation,  the  General Counsel or Deputy General
       Counsel believes that no violation has occurred, The General Counsel is
       not required to take any further action;

     o Any matter that the General Counsel or Deputy General Counsel believes is
       a  violation  will  be  reported  to  the  Independent   Directors  of
       the appropriate FT Fund;

     o If the Independent Directors concur that a violation has
       occurred, it will inform and make a recommendation to the Board of the
       appropriate FT Fund or Funds, which will consider appropriate action,
       which may include review of, and appropriate modifications to,
       applicable policies and procedures; notification to appropriate
       personnel of the investment adviser or its board; or a recommendation
       to dismiss the Covered Officer;

     o The Independent  Directors will be responsible for granting  waivers, as
       appropriate; and

     o Any changes to or waivers of this Code will, to the extent required, are
       disclosed as provided by SEC rules./5

VI. Other Policies and Procedures

         This Code shall be the sole code of ethics adopted by the FT Funds for
purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms
applicable to registered investment companies thereunder. Insofar as other
policies or procedures of the FT Funds, the FT Funds' advisers, principal
underwriter, or other service providers govern or purport to govern the behavior
or activities of the Covered Officers who are subject to this Code, they are
superseded by this Code to the extent that they overlap or conflict with the
provisions of this Code. The FT Code of Ethics and Policy Statement On Insider
Trading, adopted by the FT Funds, FT investment advisers and FT Fund's principal
underwriter pursuant to Rule 17j-1 under the Investment Company Act, the Code of
Ethics and Business Conduct and more detailed policies and procedures set forth
in FT's Employee Handbook are separate requirements applying to the Covered
Officers and others, and are not part of this Code.

VII. Amendments

         Any amendments to this Code, other than amendments to Exhibit A, must
be approved or ratified by a majority vote of the FT Funds' Board including a
majority of independent directors.

VIII. Confidentiality

         All reports and records prepared or maintained pursuant to this Code
will be considered confidential and shall be maintained and protected
accordingly. Except as otherwise required by law or this Code, such matters
shall not be disclosed to anyone other than the FT Funds' Board and their
counsel.

IX. Internal Use

         The Code is intended solely for the internal use by the FT Funds and
does not constitute an admission, by or on behalf of any FT Funds, as to any
fact, circumstance, or legal conclusion.

X. Disclosure on Form N-CSR

         Item 2 of Form N-CSR requires a registered management investment
company to disclose annually whether, as of the end of the period covered by the
report, it has adopted a code of ethics that applies to the registrant's
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions, regardless of
whether these officers are employed by the registrant or a third party. If the
registrant has not adopted such a code of ethics, it must explain why it has not
done so.

         The registrant must also: (1) file with the SEC a copy of the code as
an exhibit to its annual report; (2) post the text of the code on its Internet
website and disclose, in its most recent report on Form N-CSR, its Internet
address and the fact that it has posted the code on its Internet website; or (3)
undertake in its most recent report on Form N-CSR to provide to any person
without charge, upon request, a copy of the code and explain the manner in which
such request may be made. Disclosure is also required of amendments to, or
waivers (including implicit waivers) from, a provision of the code in the
registrant's annual report on Form N-CSR or on its website. If the registrant
intends to satisfy the requirement to disclose amendments and waivers by posting
such information on its website, it will be required to disclose its Internet
address and this intention.

         The Legal Department shall be responsible for ensuring that:

     o a copy of the Code is filed  with the SEC as an exhibit to each Fund's
       annual report; and

     o any  amendments to, or waivers (including implicit waivers) from, a
       provision  of the Code is disclosed in the  registrant's annual report
       on Form N-CSR.

     In the event that the foregoing disclosure is omitted or is determined
to be incorrect, the Legal Department shall promptly file such information with
the SEC as an amendment to Form N-CSR.

         In such an event, the Fund Chief Compliance Officer shall review the
Code and propose such changes to the Code as are necessary or appropriate to
prevent reoccurrences.









                                    EXHIBIT A
                Persons Covered by the Franklin Templeton Funds
                                 Code of Ethics
                                  August 2004

FRANKLIN GROUP OF FUNDS

Edward B. Jamieson,       President and Chief Executive Officer - Investment
                          Management
Charles B. Johnson,       President and Chief Executive Officer - Investment
                          Management
Gregory E. Johnson,       President and Chief Executive Officer - Investment
                          Management
Rupert H. Johnson, Jr.    President and Chief Executive Officer - Investment
                          Management
William J. Lippman,       President and Chief Executive Officer - Investment
                          Management
Christopher Molumphy      President and Chief Executive Officer - Investment
                          Management
Jimmy D. Gambill,         Senior Vice President and Chief Executive Officer -
                          Finance and Administration
Galen G. Vetter           Chief Financial Officer


FRANKLIN MUTUAL SERIES FUNDS

David Winters             Chairman of the Board, President, Chief Executive
                          Officer-Investment Management
Jimmy D. Gambill          Senior Vice President and Chief Executive Officer-
                          Finance and Administration
Galen G. Vetter           Chief Financial Officer


TEMPLETON GROUP OF FUNDS

Jeffrey A. Everett        President and Chief Executive Officer - Investment
                          Management
Martin L. Flanagan        President and Chief Executive Officer - Investment
                          Management
Mark Mobius               President and Chief Executive Officer - Investment
                          Management
Christopher J. Molumphy   President and Chief Executive Officer - Investment
                          Management
Gary P. Motyl             President and Chief Executive Officer - Investment
                          Management
Donald F. Reed            President and Chief Executive Officer - Investment
                          Management
Jimmy D. Gambill,         Senior Vice President and Chief Executive Officer -
                          Finance and Administration
Galen G. Vetter           Chief Financial Officer












                                    EXHIBIT B
                               ACKNOWLEDGMENT FORM

                                   JULY 2004

                    FRANKLIN TEMPLETON FUNDS CODE OF ETHICS
             FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS.


INSTRUCTIONS:
1. Complete all sections of this form.
2. Print the completed form, sign, and date.
3. Submit completed form to FT's General Counsel within 10 days of becoming a
   Covered Officer and by January 30th of each subsequent year.

INTER-OFFICE MAIL: Murray Simpson, General Counsel, Legal SM-920/2
TELEPHONE:         (650) 312-7331 Fax:  (650) 312-2221
E-MAIL:            Simpson, Murray (internal address);
                   mlsimpson@frk.com (external address)

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COVERED OFFICER'S
NAME:
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TITLE:
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DEPARTMENT:
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LOCATION:
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CERTIFICATION FOR
YEAR ENDING:
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TO: Franklin Resources General Counsel, Legal Department

I hereby acknowledge receipt of a copy of Franklin Templeton Fund's code of
ethics for Principal Executive Officers and Senior Financial Officers (the
"Code") that I have read and understand. I will comply fully with all provisions
of the Code to the extent they apply to me during the period of my employment. I
further understand and acknowledge that any violation of the Code may subject me
to disciplinary action, including termination of employment




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           Signature                           Date signed


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1 Reporting of these affiliations or other relationships shall be made by
completing the annual Directors and Officers Questionnaire and returning the
questionnaire to Franklin Resources Inc, General Counsel or Deputy General
Counsel.

2 Any activity or relationship that would present a conflict for a Covered
Officer may also present a conflict for the Covered Officer if a member of the
Covered Officer's immediate family engages in such an activity or has such a
relationship. The Cover Person should also obtain written approval by FT's
General Counsel in such situations.

3 Franklin Resources General Counsel and Deputy General Counsel are authorized
to consult, as appropriate, with members of the Audit Committee, counsel to the
FT Funds and counsel to the Independent Directors, and are encouraged to do so.

4 Item 2 of Form N-CSR defines "waiver" as "the approval by the registrant of a
material departure from a provision of the code of ethics" and "implicit
waiver," which must also be disclosed, as "the registrant's failure to take
action within a reasonable period of time regarding a material departure from a
provision of the code of ethics that has been made known to an executive
officer" of the registrant. See Part X. 5 See Part X.