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

                                   FORM N-CSRS

  CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-08271
                                   ---------

                          FRANKLIN FLOATING RATE TRUST
                          ----------------------------
              (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: 07/31
                         -----

Date of reporting period: 1/31/05
                          -------

      ITEM 1. REPORTS TO STOCKHOLDERS.


                                                                JANUARY 31, 2005
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
SEMIANNUAL REPORT AND SHAREHOLDER LETTER                        |       INCOME
--------------------------------------------------------------------------------

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

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

                                   [LOGO](R)
                            FRANKLIN(R) TEMPLETON(R)
                                  INVESTMENTS

                    FRANKLIN  o  Templeton  o  Mutual Series




                                 FRANKLIN TEMPLETON INVESTMENTS

                                 GAIN FROM OUR PERSPECTIVE

                                 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 research offices in over 25
                                 countries, they offer investors the broadest
                                 global reach in the industry.

                                 MUTUAL SERIES. Founded in 1949, Mutual Series
                                 is dedicated to a unique style of value
                                 investing, searching aggressively for
                                 opportunity among undervalued stocks, arbitrage
                                 situations and distressed companies.

TRUE DIVERSIFICATION             Because our management groups work
                                 independently and adhere to distinctly
                                 different investment approaches, Franklin,
                                 Templeton and Mutual Series funds typically
                                 have a low overlap of securities. That's why
                                 our funds can be used to build truly
                                 diversified portfolios 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 account services that have
                                 helped us become one of the most trusted names
                                 in financial services.

--------------------------------------------------------------------------------
 MUTUAL FUNDS | RETIREMENT PLANS | 529 COLLEGE SAVINGS PLANS | SEPARATE ACCOUNTS
--------------------------------------------------------------------------------

                               [GRAPHIC OMITTED]

Not part of the semiannual report



CONTENTS

SHAREHOLDER LETTER ........................................................    1

SEMIANNUAL REPORT

Franklin Floating Rate Trust ..............................................    3

Performance Summary .......................................................    8

Your Fund's Expenses ......................................................   10

Financial Highlights and Statement of Investments .........................   12

Financial Statements ......................................................   29

Notes to Financial Statements .............................................   32

Shareholder Information ...................................................   43

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



SEMIANNUAL REPORT

FRANKLIN FLOATING RATE TRUST

YOUR FUND'S GOAL AND MAIN  INVESTMENTS:  Franklin  Floating  Rate Trust seeks to
provide as high a level of  current  income  and  preservation  of capital as is
consistent  with  investment  primarily in senior  secured  corporate  loans and
corporate debt securities with floating interest rates.

--------------------------------------------------------------------------------
PERFORMANCE  DATA QUOTED  REPRESENT PAST  PERFORMANCE,  WHICH DOES NOT GUARANTEE
FUTURE RESULTS.  INVESTMENT  RETURN AND PRINCIPAL VALUE WILL FLUCTUATE,  AND YOU
MAY HAVE A GAIN OR LOSS  WHEN YOU SELL  YOUR  SHARES.  CURRENT  PERFORMANCE  MAY
DIFFER FROM FIGURES SHOWN. PLEASE VISIT FRANKLINTEMPLETON.COM OR CALL
1-800/342-5236 FOR MOST RECENT MONTH-END PERFORMANCE.
--------------------------------------------------------------------------------

PORTFOLIO BREAKDOWN
Based on Total Net Assets as of 1/31/05

Senior Floating Rate Interests                                             89.8%
Corporate Bonds                                                             1.5%
Equities                                                                    0.7%
Asset-Backed Securities                                                     0.4%
Short-Term Investments & Other Net Assets                                   7.6%

We are pleased to bring you Franklin Floating Rate Trust's semiannual report for
the period ended January 31, 2005.

PERFORMANCE OVERVIEW

Franklin Floating Rate Trust posted a +2.08% cumulative total return for the six
months ended January 31, 2004, as shown in the Performance  Summary beginning on
page 8. The share price,  as measured by net asset value (NAV),  rose from $8.98
per share on July 31,  2004,  to $9.00 at  period-end.  The Fund  made  dividend
distributions totaling $0.165184 per share.(1) You can find the Fund's long-term
performance data in the Performance Summary.

ECONOMIC AND MARKET OVERVIEW

During the six months ended  January 31, 2005,  the  domestic  economy  expanded
steadily across most  industries,  sectors and regions.  Gross domestic  product
(GDP)  rose at  annualized  rates of 4.0% and 3.8%  during  the third and fourth
quarters of 2004.  Major  contributors  to GDP during  fourth  quarter 2004 were
personal  spending,   capital  equipment  spending,   inventory  investment  and
government  spending.  However,  the trade deficit dragged on economic growth as
the real deficit widened to an annualized $631.9 billion in fourth quarter 2004,
from $583.2 billion in the third quarter.(2)

(1) Assumes shares were purchased and held for the entire accrual period.  Since
dividends  accrue daily,  your actual  distributions  will vary depending on the
date you purchased your shares and any account activity.  All Fund distributions
will vary depending upon current market  conditions,  and past distributions are
not indicative of future trends.

(2) Source: Bureau of Economic Analysis.

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 13.


                                                           Semiannual Report | 3



--------------------------------------------------------------------------------
WHAT ARE SYNDICATED BANK LOANS?
--------------------------------------------------------------------------------
Syndicated bank loans are typically  floating rate loans to corporate  borrowers
made by a group,  or syndicate,  of banks and other lenders.  A group of lenders
provides  capital  to  companies  for  varied  purposes,   such  as  merger  and
acquisition  activity,  leveraged  buyouts or refinancings.  Borrowing rates are
generally pegged to an index, such as LIBOR, the London InterBank Offered Rate.
--------------------------------------------------------------------------------

The labor market  firmed and  unemployment  dropped from 5.5% to 5.2% during the
reporting   period.(3)  An  improving   business  and   employment   environment
contributed to increased consumer confidence.  However,  consumers still held an
uncertain outlook for future income and business conditions.

The core  inflation  rate rose to 2.3% for the 12 months ended January 31, 2005.
Including volatile food and energy costs, the inflation rate was 3.0%. Aiming to
keep inflation  tame,  the Federal  Reserve Board (Fed) raised the federal funds
target rate from 1.25% to 2.25%, the highest level in more than three years. The
Fed said it will  respond to changes in economic  prospects as needed to fulfill
its obligation to maintain price stability.

Despite  a  generally  robust  economy  and  improving  corporate  fundamentals,
investors had to digest a wide range of information during the six-month period,
including  rising  inflation,  the dollar's  value,  a contentious  presidential
election and ongoing concerns about terrorism,  war and  reconstruction in Iraq.
Disappointing  earnings from a number of blue chip  companies  applied  downward
pressure,  but initial public  offering (IPO) activity was strong,  and investor
sentiment  improved later in the period  despite the mixed  signals.  After U.S.
elections concluded, the markets enjoyed a strong rally. The blue chip stocks of
the Dow Jones Industrial Average gained 4.57% for the period under review, while
the broader  Standard & Poor's 500 Composite Index (S&P 500) rose 8.15%, and the
technology-heavy NASDAQ Composite Index increased 9.60%.(4)

Similar to the rise in the federal  funds  target  rate during the period  under
review,  the three-month  London  InterBank  Offered Rate (LIBOR) also increased
from 1.69% to 2.75%.  In this rising  interest rate  environment,  the bank loan
market remained strong,  buoyed by solid demand and adequate supply,  leading to
robust new issue volume.  Fueled by vigorous  merger and  acquisition  activity,
many leveraged buyout transactions (LBOs) occurred,  where equity sponsor groups
borrowed large amounts of capital looking to take over companies.

Demand exceeded supply in the marketplace,  which favored  issuers,  and allowed
them ready access to capital. An expanding  institutional  investor base as well
as  renewed  appetite  from  traditional  banks  boosted  demand.  Issuers  also
benefited from tightening loan spreads,  with many issuers able to reprice their
loans at

(3) Source: Bureau of Labor Statistics.

(4) Source:  Standard & Poor's  Micropal.  The Dow Jones  Industrial  Average is
price  weighted  based on the  average  market  price of 30 blue chip  stocks of
companies  that are  generally  industry  leaders.  The S&P 500  consists of 500
stocks chosen for market size, liquidity and industry group representation. Each
stock's weight in the index is proportionate to its market value. The S&P 500 is
one of the most widely used  benchmarks of U.S. equity  performance.  The NASDAQ
Composite Index measures all domestic and international  common stocks listed on
The NASDAQ Stock  Market.  The index is market value  weighted and includes over
3,000 companies.


4 | Semiannual Report



lower interest rates.  During the period,  companies incurred additional debt to
finance future growth, acquisition opportunities and capital expenditures. Other
issuers were able to take out loans to pay  dividends to their equity  sponsors,
and some were able to raise financing in the form of riskier  second-lien loans,
where their loans are  subordinated  to other  lenders who have a first claim on
assets.

Supported by an improving  economy,  default  rates  remained low by  historical
measures during the reporting  period.  Investors  seemed to take comfort in the
low default  rate  environment  and the  favorable  outlook for  corporate  loan
fundamentals. They also seemed to find comfort in the likelihood that short-term
interest  rates would  continue to rise in 2005,  and that  corporate  loans may
allow them a way to minimize interest-rate risk by shortening duration.

INVESTMENT STRATEGY

We rely on independent and proprietary  credit analysis to select corporate loan
and corporate debt securities  that meet our rigorous  investment  criteria.  We
seek to invest in companies with the ability to generate  substantial  free cash
flow,  that are in industries  with strong  barriers to entry,  and that possess
significant asset coverage and collateral for our debt. We also prefer companies
with  dominant  market  shares,   strong  management  teams  and  stable  growth
prospects, according to our analysis.

MANAGER'S DISCUSSION

Although loan spreads tightened during the six-month period, short-term interest
rates increased,  which helped to improve the Fund's yield during the period. In
addition,  many of our loans also appreciated in price,  which also improved the
Fund's share price.

The Fund remained selective in its loan selection  process,  focusing on sectors
and companies  that fit our  investment  strategy.  Our  investments in Novelis,
Constellation  Brands,  Texas  Genco and  Venetian  Casino  Resorts all fit this
strategy.  During the period, these loans performed well,  generating income and
even appreciating in price, following our purchase of these credits.

We  invested  in  Novelis  because  it is the  world's  leading  aluminum-rolled
products producer.  It is one of the largest producers in Europe, South America,
the  Asia-Pacific  region and North America.  With operations on four continents
comprising operating facilities in 12 countries,  Novelis is the only company of
its size and scope focused solely on aluminum-rolled products markets.

TOP 10 SECTORS/INDUSTRIES
1/31/05

--------------------------------------------------------------------------------
                                                                      % OF TOTAL
                                                                      NET ASSETS
--------------------------------------------------------------------------------
Cable & Satellite Television                                                8.6%
--------------------------------------------------------------------------------
Movies & Entertainment                                                      5.8%
--------------------------------------------------------------------------------
Auto Parts: Original Equipment
Manufacturer                                                                4.6%
--------------------------------------------------------------------------------
Electric Utilities                                                          4.1%
--------------------------------------------------------------------------------
Broadcasting                                                                3.7%
--------------------------------------------------------------------------------
Publishing: Books & Magazines                                               2.4%
--------------------------------------------------------------------------------
Medical & Nursing Services                                                  2.3%
--------------------------------------------------------------------------------
Wireless Communications                                                     2.3%
--------------------------------------------------------------------------------
Miscellaneous Commercial Services                                           2.2%
--------------------------------------------------------------------------------
Aerospace & Defense                                                         2.1%
--------------------------------------------------------------------------------

                                                           Semiannual Report | 5



TOP 10 HOLDINGS
1/31/05

-------------------------------------------------------------------------------
COMPANY                                                              % OF TOTAL
SECTOR/INDUSTRY                                                      NET ASSETS
-------------------------------------------------------------------------------
Adelphia                                                                   1.9%
  CABLE & SATELLITE TELEVISION
-------------------------------------------------------------------------------
Tenneco Automotive Inc.                                                    1.2%
  AUTO PARTS: ORIGINAL EQUIPMENT
  MANUFACTURER
-------------------------------------------------------------------------------
Regal Cinemas Inc.                                                         1.0%
  MOVIES & ENTERTAINMENT
-------------------------------------------------------------------------------
Allied Waste North America Inc.                                            1.0%
  ENVIRONMENTAL SERVICES
-------------------------------------------------------------------------------
NTL Investment Holdings                                                    1.0%
  CABLE & SATELLITE TELEVISION
-------------------------------------------------------------------------------
Novelis                                                                    1.0%
  ALUMINUM
-------------------------------------------------------------------------------
Constellation Brands Inc.                                                  0.9%
  BEVERAGES: ALCOHOLIC
-------------------------------------------------------------------------------
Solo Cup Co.                                                               0.9%
  OTHER CONSUMER SPECIALTIES
-------------------------------------------------------------------------------
Valor Telecom                                                              0.9%
  SPECIALTY TELECOMMUNICATIONS
-------------------------------------------------------------------------------
UPC Distribution Holdings B.V.                                             0.9%
  CABLE & SATELLITE TELEVISION
-------------------------------------------------------------------------------

Another  market  leader we invested in was  Constellation  Brands,  which helped
finance the company's  acquisition of Robert Mondavi.  Constellation Brands is a
leading  international  producer and marketer of beverage  alcohol brands with a
broad  portfolio  across  wine,  spirits  and  imported  beer.  The  acquisition
broadened the company's  product  portfolio and improved its market position and
international reach.

The Fund also invested in Texas Genco,  one of the country's  largest  wholesale
power producers. We liked Texas Genco's credit profile, particularly with regard
to its asset coverage,  since its primary power plants are pledged to lenders as
collateral.  The company has a significant  portion of its power  contracted out
over the next four years, with the potential for strong, lower-risk cash flows.

Lastly,  we invested in Venetian Casino Resorts,  which owns the Venetian Casino
located on the Las Vegas strip. The Venetian is directly  connected to the Sands
Expo and Convention Center, and is located near the Las Vegas Convention Center.
Trade shows continue to play an increasingly prominent role in driving occupancy
at Las Vegas hotels,  and the Venetian is equipped to cater to this demand.  Not
only has the company shown strong revenue growth and improved credit statistics,
lenders also have strong asset  coverage,  with the Venetian's  casino and hotel
pledged to lenders as collateral.

However,  not all sectors and  companies  were immune to pressure.  During third
quarter 2004, some automotive suppliers faced a number of challenges,  including
steel price inflation,  lower  automobile  production and the ending of original
equipment  manufacturer  (OEM)  accelerated-payment  programs.  As a result,  in
October 2004, the Fund decided to sell its small position in Tower Automotive, a
producer of auto body  structures,  frames and other metal  stamped  components,
since  the  company  seemed  more  vulnerable  to the  sector's  challenges.  In
anticipation of potential future  volatility from the credit,  the Fund sold the
position near its original purchase price.

The Fund remained committed to a longer-term  strategy of avoiding lower quality
credits with higher default risk, even at the expense of near-term  performance.
We continued to focus on a conservative  investment strategy that may lessen the
Fund's share price volatility over a credit cycle.


6 | Semiannual Report



Thank you for your continued  participation in Franklin  Floating Rate Trust. We
look forward to serving your future investment needs.


                /s/ Richard S. Hsu
[PHOTO]
                Richard S. Hsu, CFA


                /s/ Madeline Lam
[PHOTO]
                Madeline Lam

                Portfolio Managers
                Franklin Floating Rate Trust

THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS
AS OF JANUARY 31, 2005,  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 ADVISER 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.

DIVIDEND DISTRIBUTIONS*
8/1/04-1/31/05

--------------------------------------------------------------------------------
MONTH                                                         DIVIDEND PER SHARE
--------------------------------------------------------------------------------
August                                                              2.6474 cents
--------------------------------------------------------------------------------
September                                                           2.2670 cents
--------------------------------------------------------------------------------
October                                                             2.6601 cents
--------------------------------------------------------------------------------
November                                                            3.2534 cents
--------------------------------------------------------------------------------
December                                                            2.8982 cents
--------------------------------------------------------------------------------
January                                                             2.7923 cents
--------------------------------------------------------------------------------
TOTAL                                                              16.5184 CENTS
--------------------------------------------------------------------------------

* Assumes shares were purchased and held for the entire  accrual  period.  Since
dividends  accrue daily,  your actual  distributions  will vary depending on the
date you purchased your shares and any account activity.  All Fund distributions
will vary depending upon current market  conditions,  and past distributions are
not indicative of future trends.


                                                           Semiannual Report | 7



PERFORMANCE SUMMARY AS OF 1/31/05

Your  dividend  income will vary  depending  on  dividends  or interest  paid by
securities in the Fund's  portfolio,  adjusted for operating  expenses.  Capital
gain  distributions  are  net  profits  realized  from  the  sale  of  portfolio
securities.  The  performance  table  does not  reflect  any  taxes  due on Fund
dividends, capital gain distributions, if any, or any realized gains on the sale
of Fund shares.  Total return reflects  reinvestment of the Fund's dividends and
capital gain distributions, if any, and any unrealized gains or losses.

PRICE AND DISTRIBUTION INFORMATION
--------------------------------------------------------------------------------
                                                  CHANGE     1/31/05     7/31/04
--------------------------------------------------------------------------------
Net Asset Value (NAV)                             +$0.02       $9.00       $8.98
--------------------------------------------------------------------------------
DISTRIBUTIONS (8/1/04-1/31/05)
--------------------------------------------------------------------------------
Dividend Income                    $0.165184
--------------------------------------------------------------------------------

PERFORMANCE(1)

SHARES  REPURCHASED  WITHIN 12  MONTHS OF  INVESTMENT  ARE  SUBJECT  TO 1% EARLY
WITHDRAWAL CHARGE. CUMULATIVE TOTAL RETURN EXCLUDES THE EARLY WITHDRAWAL CHARGE.
AVERAGE ANNUAL TOTAL RETURNS AND VALUE OF $10,000  INVESTMENT  INCLUDE THE EARLY
WITHDRAWAL CHARGE.



                                       6-MONTH           1-YEAR      5-YEAR       INCEPTION (10/10/97)
------------------------------------------------------------------------------------------------------
                                                                                
Cumulative Total Return(2)              +2.08%           +5.38%     +21.80%                    +42.14%
------------------------------------------------------------------------------------------------------
Average Annual Total Return(3)          +1.08%           +4.38%      +4.02%                     +4.93%
------------------------------------------------------------------------------------------------------
Value of $10,000 Investment(4)         $10,108          $10,438     $12,180                    $14,214
------------------------------------------------------------------------------------------------------
Avg. Ann. Total Return (12/31/04)(5)                     +5.15%      +4.11%                     +4.93%
------------------------------------------------------------------------------------------------------
   Distribution Rate(6)                          3.67%
------------------------------------------------------------------------------------------------------
   30-Day Yield(7)                               3.38%
------------------------------------------------------------------------------------------------------


PERFORMANCE  DATA QUOTED  REPRESENT PAST  PERFORMANCE,  WHICH DOES NOT GUARANTEE
FUTURE RESULTS.  INVESTMENT  RETURN AND PRINCIPAL VALUE WILL FLUCTUATE,  AND YOU
MAY HAVE A GAIN OR LOSS  WHEN YOU SELL  YOUR  SHARES.  CURRENT  PERFORMANCE  MAY
DIFFER FROM FIGURES SHOWN.

FOR  MOST  RECENT  MONTH-END   PERFORMANCE,   SEE  "FUNDS  AND  PERFORMANCE"  AT
FRANKLINTEMPLETON.COM OR CALL 1-800/342-5236.


8 | Semiannual Report



PERFORMANCE SUMMARY (CONTINUED)

ENDNOTES

FRANKLIN  FLOATING RATE TRUST IS A  NON-DIVERSIFIED  FUND, WHICH MEANS IT CAN BE
MORE  SUSCEPTIBLE TO ADVERSE  ECONOMIC,  POLITICAL AND REGULATORY  CHANGES.  THE
LOANS IN WHICH  THE  FUND  INVESTS  TEND TO BE  RATED  BELOW  INVESTMENT  GRADE.
INVESTING  IN  HIGHER-YIELDING,  LOWER-RATED  LOANS  INVOLVES  GREATER  RISK  OF
DEFAULT,  WHICH  COULD  RESULT  IN  LOSS  OF  PRINCIPAL  -- A RISK  THAT  MAY BE
HEIGHTENED IN A SLOWING ECONOMY. BECAUSE THE TIME REQUIRED TO TRADE OR LIQUIDATE
LOANS COULD BE LONGER THAN FOR MOST  SECURITIES,  THE SECONDARY MARKET FOR THESE
TYPES OF LOANS IS CONSIDERED ILLIQUID.  THE FUND IS STRUCTURED AS A CONTINUOUSLY
OFFERED,  CLOSED-END FUND AND DOES NOT OFFER DAILY  REDEMPTIONS.  THE FUND HAS A
FUNDAMENTAL  POLICY  TO  PROVIDE  INVESTORS  ACCESS  TO THEIR  MONEY  BY  MAKING
QUARTERLY TENDER OFFERS FOR 5%-25% OF THE FUND'S OUTSTANDING SHARES. HOWEVER, IN
UNUSUAL  CIRCUMSTANCES,  THE FUND MAY SUSPEND OR POSTPONE A TENDER OFFER SUBJECT
TO APPROVAL BY THE FUND'S BOARD OF TRUSTEES. THE FUND'S PROSPECTUS ALSO INCLUDES
A DESCRIPTION OF THE MAIN INVESTMENT RISKS.

1. Past expense  reductions  by the Fund's  manager  increased  the Fund's total
returns.  If the manager had not taken this  action,  the Fund's  total  returns
would have been lower.

2. Cumulative total return  represents the change in value of an investment over
the periods indicated and does not include the early withdrawal charge.

3. Average annual total return  represents the average annual change in value of
an  investment  over the periods  indicated  and includes  the early  withdrawal
charge. Six-month return has not been annualized.

4. These figures represent the value of a hypothetical $10,000 investment in the
Fund over the periods indicated and include the early withdrawal charge.

5. In accordance  with SEC rules, we provide  standardized  average annual total
return information through the latest calendar quarter.

6. The  distribution  rate is based on an  annualization  of the 2.7923 cent per
share January dividend and the $9.00 NAV on 1/31/05.

7. Yield is based on the earnings of the Fund's  portfolio for the 30 days ended
1/31/05.


                                                           Semiannual Report | 9



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) for each share class listed in the table below  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)  for each class in 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 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.


10 | Semiannual Report



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 for each  class  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 7/31/04       VALUE 1/31/05    PERIOD* 7/31/04-1/31/05
-----------------------------------------------------------------------------------------------------------------
                                                                                          
Actual                                                  $1,000              $1,021                 $6.83
-----------------------------------------------------------------------------------------------------------------
Hypothetical (5% return before expenses)                $1,000              $1,018                 $6.82
-----------------------------------------------------------------------------------------------------------------


* Expenses are equal to the annualized expense ratio of 1.34%, multiplied by the
average  account  value over the  period,  multiplied  by 184/365 to reflect the
one-half year period.


                                                          Semiannual Report | 11


FRANKLIN FLOATING RATE TRUST

FINANCIAL HIGHLIGHTS



                                        ----------------------------------------------------------------------------------------
                                        SIX MONTHS ENDED
                                        JANUARY 31, 2005                              YEAR ENDED JULY 31,
                                           (UNAUDITED)           2004         2003           2002              2001         2000
                                        ----------------------------------------------------------------------------------------
                                                                                                    
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout
 the period)

Net asset value, beginning of period .     $     8.98      $     8.42   $     8.30     $     9.24        $     9.85   $     9.98
                                        ----------------------------------------------------------------------------------------
Income from investment operations:
 Net investment income ...............            142            .266         .330           .568(c)           .875         .839
 Net realized and unrealized gains
  (losses) ...........................            043            .572         .179          (.927)(c)         (.606)       (.130)
                                        ----------------------------------------------------------------------------------------
Total from investment operations .....            185            .838         .509          (.359)             .269         .709
                                        ----------------------------------------------------------------------------------------
Less distributions from net investment
 income ..............................          (.165)          (.278)       (.389)         (.581)            (.879)       (.839)
                                        ----------------------------------------------------------------------------------------
Net asset value, end of period .......     $     9.00      $     8.98   $     8.42     $     8.30        $     9.24   $     9.85
                                        ========================================================================================

Total return (a) .....................           2.08%           9.95%        6.36%         (3.95)%            2.80%        7.39%

RATIOS/SUPPLEMENTAL DATA

Net assets, end of period (000's) ....     $1,301,620      $1,257,676   $1,160,979     $1,779,930        $2,832,188   $2,541,497

Ratios to average net assets:

 Expenses ............................           1.34%(b)        1.36%        1.35%          1.32%             1.36%        1.35%

 Net investment income ...............           3.14%(b)        3.02%        4.26%          6.58%(c)          9.07%        8.51%

Portfolio turnover rate ..............          34.93%          86.50%       55.96%         62.21%            84.15%       66.27%


(a)   Total return does not reflect the contingent deferred sales charge, and is
      not annualized for periods less than one year.

(b)   Annualized.

(c)   Effective  August 1, 2001,  the Fund adopted the  provisions  of the AICPA
      Audit and Accounting  Guide for Investment  Companies and began amortizing
      all premium and discount on  fixed-income  securities,  as  required.  The
      effect of this change was as follows:

Net investment income per share ...................................     $(.008)

Net realized and unrealized gains (losses) per share ..............       .008

Ratio of net investment income to average net assets ..............        .07%

Per share data and ratios for prior periods have not been restated to reflect
this change in accounting policy.


12 | See notes to financial statements. | Semiannual Report



FRANKLIN FLOATING RATE TRUST

STATEMENT OF INVESTMENTS, JANUARY 31, 2005 (UNAUDITED)



-------------------------------------------------------------------------------------------------------------------------------
                                                                                COUNTRY         PRINCIPAL AMOUNT       VALUE
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                           
    BONDS 1.5%
    BROADCASTING 1.0%
    Paxson Communications Corp., senior secured note, 144A, FRN, 5.41%,
     1/15/10 ..............................................................   United States          $10,450,000    $10,606,750
    Comcorp Holdings Inc., PIK, 12.50%, 6/04/10 ...........................   United States            2,858,912      2,129,889
                                                                                                                    -----------
                                                                                                                     12,736,639
                                                                                                                    -----------
    FINANCIAL CONGLOMERATES .1%
    Finova Group Inc., 7.50%, 11/15/09 ....................................   United States            4,077,620      1,896,094
                                                                                                                    -----------
    STEEL .4%
    Ispat Inland ULC, senior secured note, FRN, 9.31%, 4/01/10 ............   United States            5,000,000      5,512,500
                                                                                                                    -----------
   TOTAL BONDS (COST $20,773,160) .........................................                                          20,145,233
                                                                                                                    -----------
(a) SENIOR FLOATING RATE INTERESTS 89.8%
    ADVERTISING/MARKETING SERVICES .3%
    Adams Outdoor Advertising Inc.,
      Second Lien Term Loan, 6.17%, 4/05/12 ...............................   United States            1,000,000      1,018,750
      Term Loan, 4.92%, 10/05/11 ..........................................   United States            2,985,000      3,027,909
                                                                                                                    -----------
                                                                                                                      4,046,659
                                                                                                                    -----------
    AEROSPACE & DEFENSE 2.1%
    Anteon International Corp., Term Loan B, 4.31%, 12/19/10 ..............   United States            2,970,056      3,009,968
    CACI International Inc., Term Loan B, 3.95%, 4/23/11 ..................   United States              992,500      1,005,526
    DRS Technologies Inc., Term Loan B, 3.74 - 4.39%, 11/04/10 ............   United States            1,508,898      1,524,460
    ILC Industries Inc.,
      First Lien Term Loan, 5.40%, 8/04/10 ................................   United States              990,000      1,007,345
      Second Lien Term Loan, 8.15%, 2/05/11 ...............................   United States              500,000        505,850
    K&F Acquisition Inc., Term Loan B, 4.95 - 6.75%, 11/18/12 .............   United States              975,000        991,860
    Standard Aero Holdings Inc., Term Loan B, 4.969 - 5.05%, 8/24/12 ..       United States            1,227,692      1,247,259
    Titan Corp., Term Loan B, 5.37 - 7.25%, 6/30/09 .......................   United States           10,229,793     10,376,846
    TransDigm Inc., Term Loan B, 4.67%, 7/22/10 ...........................   United States              990,019      1,004,560
    United Defense Industries Inc., Term Loan B, 4.56 - 4.58%, 8/13/09        United States              761,483        771,319
    Vought Aircraft Industries Inc.,
      L/C Term Loan, 5.02%, 12/22/10 ......................................   United States            1,000,000      1,016,250
      Term Loan B, 5.08%, 12/22/11 ........................................   United States            5,000,000      5,081,250
                                                                                                                    -----------
                                                                                                                     27,542,493
                                                                                                                    -----------
    AIRLINES .2%
    Northwest Airlines Inc., Term Loan B, 9.10%, 11/23/10 .................   United States            2,500,000      2,557,500
                                                                                                                    -----------
    ALUMINUM 1.0%
    Novelis Corp., U.S. Term Loan, 4.125%, 12/30/11 .......................   United States            7,805,769      7,876,240
    Novelis Inc., CAD Term Loan, 4.125%, 12/30/11 .........................      Canada                4,494,231      4,536,054
                                                                                                                    -----------
                                                                                                                     12,412,294
                                                                                                                    -----------
    APPAREL/FOOTWEAR .2%
    St. John Knits Inc., Term Loan B, 6.063%, 7/31/07 .....................   United States            2,019,426      2,040,882
                                                                                                                    -----------



                                                          Semiannual Report | 13



FRANKLIN FLOATING RATE TRUST

STATEMENT OF INVESTMENTS, JANUARY 31, 2005 (UNAUDITED) (CONTINUED)



-----------------------------------------------------------------------------------------------------------------------------
                                                                            COUNTRY           PRINCIPAL AMOUNT       VALUE
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                         
(a) SENIOR FLOATING RATE INTERESTS (CONT.)
    AUTO PARTS: ORIGINAL EQUIPMENT MANUFACTURER 4.6%
    Accuride Corp., Term Loan B, 4.875%, 1/31/12 ....................     United States          $ 1,500,000      $ 1,515,525
    Cooper Standard Automotive Inc.,
      Term Loan B, 4.75%, 12/23/11 ..................................     United States            2,012,500        2,034,301
      Term Loan C, 4.75%, 12/23/11 ..................................     United States            3,237,500        3,272,572
    Dayco Products LLC, Term Loan B, 5.12 - 5.77%, 6/18/11 ..........     United States            5,273,500        5,359,194
    Exide Technologies,
      USD EURO Borrower, 5.875 - 6.125%, 5/04/10 ....................     United States            1,000,000          975,000
      USD US Borrower, 5.875 - 6.125%, 5/04/10 ......................     United States            1,000,000          975,000
    GenCorp Inc.,
      L/C Term Loan, 5.58%, 11/30/10 ................................     United States            1,275,000        1,294,922
      Term Loan B, 5.58%, 11/30/10 ..................................     United States              425,000          432,703
    Grand Vehicle Works, Term Loan B, 5.56 - 5.58%, 7/23/10 .........     United States            1,243,750        1,218,875
    Hayes Lemmerz, Term Loan, 5.92 - 6.69%, 6/03/09 .................     United States            8,545,000        8,685,394
    Hilite International Inc., Term Loan B, 6.72 - 6.986%, 3/31/09 ..     United States              782,697          785,374
    Key Plastics LLC and Key Safety, Inc. 
      First Lien Term Loan, 4.78 - 5.09%, 7/31/10 ...................     United States            2,402,841        2,444,891
      Term Loan C, 8.15 - 8.33%, 7/31/11 ............................     United States            2,000,000        2,015,000
    Metaldyne Corp., Term Loan D, 7.06%, 12/31/09 ...................     United States            1,301,148        1,303,858
    Plastech Engineered Products Inc., First Lien Term Loan, 5.31%,
     3/11/10 ........................................................     United States            1,453,448        1,463,441
    Progressive Moulded Products, Term Loan B, 4.844 - 5.23%, 8/13/11         Canada                 997,500        1,000,617
    Tenneco Automotive Inc.,
      L/C Term Loan, 5.40%, 12/12/10 ................................     United States            4,655,172        4,746,335
      Term Loan B, 5.35%, 12/12/10 ..................................     United States           10,241,379       10,441,936
    TRW Automotive Inc.,
      Term Loan B, 4.375%, 10/31/10 .................................     United States            7,500,000        7,523,438
      Term Loan E, 3.875%, 10/31/10 .................................     United States            2,000,000        2,009,376
                                                                                                                  -----------
                                                                                                                   59,497,752
                                                                                                                  -----------
    AUTOMOTIVE AFTERMARKET .4%
    Affinia Group Inc., Term Loan B, 5.44%, 11/30/11 ................     United States            4,000,000        4,068,000
    United Components Inc., Term Loan C, 4.78%, 6/30/10 .............     United States              773,333          784,114
                                                                                                                  -----------
                                                                                                                    4,852,114
                                                                                                                  -----------
    BEVERAGES: ALCOHOLIC 1.0%
    Constellation Brands Inc., Term Loan B, 6.00%, 12/22/11 .........     United States           12,000,000       12,165,000
    Southern Wine & Spirits of America Inc., Term Loan B, 4.81%,
     7/02/08 ........................................................     United States              987,388        1,002,425
                                                                                                                  -----------
                                                                                                                   13,167,425
                                                                                                                  -----------
    BEVERAGES: NON-ALCOHOLIC .4%
    Dr. Pepper Bottling Co. of Texas, Term Loan, 4.47 - 4.754%,
     12/18/10 .......................................................     United States            3,138,134        3,191,482
    Sunny Delight Beverages Co., First Lien Term Loan, 6.59 - 6.79%,
     8/23/10 ........................................................     United States            2,000,000        1,954,860
                                                                                                                  -----------
                                                                                                                    5,146,342
                                                                                                                  -----------



14 | Semiannual Report



FRANKLIN FLOATING RATE TRUST

STATEMENT OF INVESTMENTS, JANUARY 31, 2005 (UNAUDITED) (CONTINUED)



--------------------------------------------------------------------------------------------------------------------------
                                                                                COUNTRY     PRINCIPAL AMOUNT      VALUE
--------------------------------------------------------------------------------------------------------------------------
                                                                                                      
    (a) SENIOR FLOATING RATE INTERESTS (CONT.)
        BROADCASTING 2.7%
        Alliance Atlantis Communications Inc., Term Loan B, 4.294%,
         12/17/11 ......................................................     United States     $ 3,100,000     $ 3,138,750
        Cumulus Media Inc.,
           Term Loan E, 4.25%, 3/28/10 .................................     United States       1,393,000       1,415,636
           Term Loan F, 4.063%, 3/28/10 ................................     United States       3,740,625       3,757,768
        Emmis Operating Co., Term Loan B, 4.17%, 11/10/11 ..............     United States       8,250,000       8,346,822
        Entravision Communications Corp.,
           Multi-Draw Term Loan, 4.31%, 2/24/12 ........................     United States       1,500,000       1,516,563
           Term Loan B, 4.31%, 2/24/12 .................................     United States       5,000,000       5,055,210
        Gray Television Inc., Term Loan C, 4.30 - 4.31%, 12/31/10 ......     United States       1,750,000       1,769,477
        Mission Broadcasting Inc., Term Loan D, 4.31%, 12/31/10 ........     United States       3,494,626       3,509,915
        NEP Supershooters LP, First Lien Term Loan, 6.56%, 2/03/11 .....     United States       1,496,250       1,520,564
        Nexstar Finance LLC, Term Loan D, 4.31%, 12/31/10 ..............     United States       1,908,249       1,923,754
        Sinclair Broadcasting,
           Term Loan A, 4.33%, 6/30/09 .................................     United States       1,500,000       1,507,032
           Term Loan C, 4.33%, 12/31/09 ................................     United States       1,500,000       1,514,063
                                                                                                               -----------
                                                                                                                34,975,554
                                                                                                               -----------
        BUILDING PRODUCTS 1.6%
        Atrium Cos. Inc., Term Loan, 5.20 - 5.30%, 12/15/11 ............     United States       1,000,000       1,013,333
        Building Materials Holding Corp., Term Loan B, 5.313%, 8/13/10 .     United States         985,000         992,387
        Headwaters Inc., Term Loan B, 5.75 - 5.92%, 4/30/11 ............     United States       4,609,375       4,675,635
        Masonite International Corp.,
           Term Loan C, 5.188 - 5.375%, 8/31/08 ........................     United States       2,825,971       2,832,595
           Term Loan C2, 4.688 - 4.875%, 8/31/08 .......................     United States         992,491         992,442
        NCI Building Systems Inc., Term Loan B, 4.39%, 6/07/10 .........     United States       3,855,963       3,908,982
        Norcraft Cos. LP, Term Loan, 5.58%, 10/21/09 ...................     United States         611,111         615,016
        Nortek Inc., Term Loan, 4.62 - 6.75%, 8/25/11 ..................     United States       3,990,000       4,060,655
        Ply Gem Industries Inc., Incremental Term Loan, 4.59%, 2/12/11 .     United States       1,000,000       1,012,500
                                                                                                               -----------
                                                                                                                20,103,545
                                                                                                               -----------
        CABLE/SATELLITE TELEVISION 8.6%
        Bresnan Broadband Holdings LLC,
           Term Loan A, 5.74 - 6.48%, 3/31/10 ..........................     United States       1,250,000       1,265,235
           Term Loan B, 5.94 - 6.14%, 9/30/10 ..........................     United States       1,000,000       1,015,781
(b),(h) Century Cable (Adelphia),
           Discretionary Term Loan, 7.25%, 12/31/09 ....................     United States       3,000,000       2,981,562
           Term Loan, 7.25%, 6/30/09 ...................................     United States       1,000,000         994,375
        Charter Communications Operating LLC, Term Loan B, 5.89 - 5.98%,
         4/27/11 .......................................................     United States       9,452,500       9,435,618
        DirecTV Holdings LLC, Term Loan, 4.45 - 4.48%, 3/06/10 .........     United States       9,085,102       9,209,841
        Grapeclose Ltd. (Inmarsat),
           Term Loan B, 5.502%, 10/10/10 ...............................     United Kingdom      5,271,912       5,300,154
           Term Loan C, 6.002%, 10/10/11 ...............................     United Kingdom      5,284,303       5,331,296
        Insight Midwest Holdings LLC,
           Additional Term Loan, 5.438%, 12/31/09 ......................     United States       3,960,000       4,026,825
           Term Loan B, 5.438%, 12/31/09 ...............................     United States       2,970,000       3,020,119



                                                          Semiannual Report | 15



FRANKLIN FLOATING RATE TRUST

STATEMENT OF INVESTMENTS, JANUARY 31, 2005 (UNAUDITED) (CONTINUED)



--------------------------------------------------------------------------------------------------------------------------------
                                                                                    COUNTRY       PRINCIPAL AMOUNT      VALUE
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                           
    (a) SENIOR FLOATING RATE INTERESTS (CONT.)
        CABLE/SATELLITE TELEVISION (CONT.)
    (i) Intelsat (Bermuda) Ltd., Senior Term Loan Facility, 4.375%, 7/31/12 ..       Bermuda         $   857,143    $    872,143
        Mediacom Broadband Inc., Term Loan B1, 4.89 - 5.29%, 9/12/10 .........     United States       2,985,000       3,025,486
        Mediacom LLC Group, Term Loan B, 4.47 - 5.16%, 4/01/13 ...............     United States       5,000,000       5,022,320
        New Skies Satellites B.V., Term Loan, 5.25 - 5.438%, 5/02/11 .........     Netherlands         7,000,000       7,075,831
        NTL Investment Holdings, Term Loan B, 5.204%, 5/13/12 ................    United Kingdom      12,500,000      12,625,000
(b),(h) Olympus Cable Holdings (Adelphia), Term Loan B, 7.25%, 9/30/10 .......     United States       2,000,000       1,988,906
        Panamsat Corp., Term Loan B, 5.25%, 8/01/11 ..........................     United States       5,954,819       6,007,781
        Stratos Global Corp., Term Loan B, 4.81%, 11/30/10 ...................     United States       1,000,000       1,011,250
(b),(h) UCA-HHC (Adelphia), Term Loan, 6.50%, 3/31/08 ........................     United States      20,935,000      20,662,845
        UPC Distribution Holdings B.V., Term Loan C2, 8.09%, 3/31/09 .........      Netherlands       11,385,000      11,477,503
                                                                                                                    ------------
                                                                                                                     112,349,871
                                                                                                                    ------------
        CASINOS/GAMING 1.8%
        Alliance Gaming Corp., Term Loan B, 5.65%, 8/22/09 ...................     United States       1,809,326       1,805,635
        Ameristar Casinos Inc.,
           Term Loan B, 4.625%, 12/06/06 .....................................     United States       1,000,000       1,015,417
           Term Loan B1, 4.625%, 12/20/06 ....................................     United States       2,655,911       2,696,857
        Boyd Gaming Corp., Term Loan B, 3.92 - 4.53%, 6/30/11 ................     United States       1,990,000       2,017,985
        Global Cash Access LLC, Term Loan, 5.33%, 3/10/10 ....................     United States         935,577         951,365
        Greektown Casinos LLC, Term Loan D, 5.69 - 6.078%, 12/31/05 ..........     United States       4,323,358       4,366,591
    (c) Herbst Gaming Inc., Term Loan B, 4.89%, 1/04/11 ......................     United States       1,500,000       1,523,907
        Isle of Capri, Term Loan B, 4.45 - 4.659%, 4/25/08 ...................     United States         822,500         826,304
        Isle of Capri Black Hawk LLC, Term Loan C, 5.16 - 5.61%, 12/31/07 ....     United States         984,938         986,494
        Marina District Finance Co. Inc., Term Loan B, 3.93%, 10/14/11 .......     United States       5,133,333       5,185,735
        Penn National Gaming Inc., Term Loan D, 5.06 - 5.08%, 3/03/09 ........     United States       1,633,409       1,642,295
                                                                                                                    ------------
                                                                                                                      23,018,585
                                                                                                                    ------------
        CATALOG/SPECIALTY DISTRIBUTION .1%
        Affinity Group Inc.,
           Term Loan B1, 5.474 - 5.53%, 6/17/09 ..............................     United States         229,694         232,278
           Term Loan B2, 5.474%, 6/17/09 .....................................     United States         574,235         580,695
        Oriental Trading Co. Inc., Term Loan B, 5.375%, 7/29/10 ..............     United States         914,732         919,687
                                                                                                                    ------------
                                                                                                                       1,732,660
                                                                                                                    ------------
        CHEMICALS: MAJOR DIVERSIFIED 1.8%
        BCP Crystal US Holdings Corp., Term Loan B, 5.06 - 5.126%,
         4/06/11 .............................................................     United States       6,819,375       6,947,239
        Huntsman International LLC, Term Loan B, 5.00%, 12/31/10 .............     United States       7,655,847       7,776,426
        Huntsman LLC, Term Loan B, 6.05%, 3/31/10 ............................     United States       1,200,000       1,221,300
        Invista Canada Co., Term Loan B2, 5.313%, 4/29/11 ....................         Canada          2,428,706       2,452,653
        Invista SARL, Term Loan B1, 5.313%, 4/29/11 ..........................       Luxembourg        5,383,059       5,483,991
                                                                                                                    ------------
                                                                                                                      23,881,609
                                                                                                                    ------------
        CHEMICALS: SPECIALTY 1.4%
        Brenntag, Term Loan B2, 4.73%, 2/27/12 ...............................     United States       1,500,000       1,514,850
        Ineos Group Ltd., Term Loan C, 5.67%, 6/30/09 ........................     United States       2,154,834       2,175,641
        Nalco Co., Term Loan B, 4.52 - 4.92%, 11/04/10 .......................     United States       8,659,533       8,790,023



16 | Semiannual Report



FRANKLIN FLOATING RATE TRUST

STATEMENT OF INVESTMENTS, JANUARY 31, 2005 (UNAUDITED) (CONTINUED)



---------------------------------------------------------------------------------------------------------------------------
                                                                              COUNTRY     PRINCIPAL AMOUNT        VALUE
---------------------------------------------------------------------------------------------------------------------------
                                                                                                               
(a) SENIOR FLOATING RATE INTERESTS (CONT.)
    CHEMICALS: SPECIALTY (CONT.)
    Rockwood Specialties Group Inc., Term Loan D, 4.95%, 7/30/11 .....     United States     $ 5,300,000       $  5,365,778
    Westlake Chemical Corp., Term Loan B, 4.45 - 4.65%, 7/31/10 ......     United States         335,000            339,332
                                                                                                               ------------
                                                                                                                 18,185,624
                                                                                                               ------------
    COAL .3%
    CONSOL Energy Inc., Tranche B Credit-Linked Deposits L/C Facility,
     4.78%, 6/08/10 ..................................................     United States       1,000,000          1,013,900
    Foundation Coal, Term Loan B, 4.56 - 4.78%, 7/30/11 ..............     United States       2,170,745          2,204,120
    International Coal Group LLC, Term Loan B, 5.36%, 11/09/10 .......     United States         997,500          1,013,709
                                                                                                               ------------
                                                                                                                  4,231,729
                                                                                                               ------------
    COMMERCIAL PRINTING/FORMS .1%
    American Reprographics, Term Loan B, 7.25%, 6/17/09 ..............     United States         948,000            959,850
                                                                                                               ------------
    CONSTRUCTION MATERIALS .2%
    St. Marys Cement Inc., Term Loan B, 4.56%, 12/04/09 ..............        Canada           2,970,000          3,005,269
                                                                                                               ------------
    CONSUMER SUNDRIES .6%
    Central Garden & Pet Co., Term Loan, 4.328%, 5/14/09 .............     United States       1,970,000          1,984,775
    Del Laboratories Inc., Term Loan B, 6.50%, 7/15/11 ...............     United States       1,250,000          1,267,187
    NBTY Inc., Term Loan C, 4.375%, 7/22/09 ..........................     United States         663,885            671,546
    United Industries Corp.,
      Second Lien Term Loan, 8.75%, 10/31/11 .........................     United States       1,144,250          1,147,111
      Term Loan B, 6.75%, 4/30/11 ....................................     United States       2,980,771          2,988,223
                                                                                                               ------------
                                                                                                                  8,058,842
                                                                                                               ------------
    CONTAINERS/PACKAGING 1.4%
    ACI Operations Property Ltd., Term Loan A, 4.95%, 4/01/07 ........       Australia           684,735            697,180
    Berry Plastics Corp., Term Loan C, 4.22%, 7/22/10 ................     United States       1,414,706          1,436,517
    Graham Packaging Co.,
      First Lien Term Loan, 5.00 - 5.125%, 10/07/11 ..................     United States       8,000,000          8,119,288
      Second Lien Term Loan, 6.813%, 4/07/12 .........................     United States       1,000,000          1,028,375
    Graphic Packaging International Corp., Term Loan C, 5.06 - 5.44%,
     8/08/10 .........................................................     United States       3,650,194          3,720,752
    Greif Brothers Corp., Term Loan B, 4.23%, 8/15/09 ................     United States         195,434            197,713
    Kerr Group Inc., Term Loan B, 6.06 - 7.75%, 8/11/10 ..............     United States       1,717,487          1,737,668
    Owens-Brockway Glass Container Inc., Term Loan B, 5.23%, 4/01/08 .     United States       1,619,836          1,649,195
                                                                                                               ------------
                                                                                                                 18,586,688
                                                                                                               ------------
    DATA PROCESSING SERVICES .3%
    InfoUSA Inc.,
      Term Loan A, 5.06%, 3/25/09 ....................................     United States         875,000            885,106
      Term Loan B, 7.00%, 3/30/09 ....................................     United States       2,610,000          2,640,146
                                                                                                               ------------
                                                                                                                  3,525,252
                                                                                                               ------------



                                                          Semiannual Report | 17



FRANKLIN FLOATING RATE TRUST

STATEMENT OF INVESTMENTS, JANUARY 31, 2005 (UNAUDITED) (CONTINUED)



---------------------------------------------------------------------------------------------------------------------------
                                                                             COUNTRY      PRINCIPAL AMOUNT        VALUE
---------------------------------------------------------------------------------------------------------------------------
                                                                                                      
(a) SENIOR FLOATING RATE INTERESTS (CONT.)
    DRUG STORE CHAINS 1.2%
    The Jean Coutu Group (PJC) Inc., Term Loan B, 4.875 - 5.00%,
     7/28/11 .........................................................        Canada         $ 9,476,250       $  9,627,283
    Rite Aid Corp., Term Loan, 4.17 - 4.31%, 8/23/09 .................     United States       5,985,000          6,035,501
                                                                                                               ------------
                                                                                                                 15,662,784
                                                                                                               ------------
    ELECTRIC UTILITIES 4.1%
    AES Corp., Term Loan B, 4.25 - 4.44%, 4/30/08 ....................     United States       1,857,143          1,889,257
    Calpine Corp., Second Lien Term Loan, 8.41%, 7/15/07 .............     United States       6,835,227          6,108,984
    Calpine Generating Co., First Priority Term Loan, 6.14%, 3/22/09 .     United States       2,500,000          2,562,812
    Cogentrix Delaware Holdings Inc., Term Loan, 4.828%, 2/19/09 .....     United States       3,970,000          4,013,511
    Coleto Creek WLE LP,
      Term Loan B, 4.828%, 7/31/11 ...................................     United States       1,741,250          1,773,172
      Term Loan C, 6.23%, 7/31/12 ....................................     United States       1,000,000          1,021,667
    Dynegy Holdings Inc., Term Loan B, 6.39%, 5/27/10 ................     United States       4,975,000          5,068,281
    Midwest Generation LLC, Term Loan, 5.47 - 5.814%, 4/27/11 ........     United States       1,803,675          1,831,857
(c) NRG Energy Inc.,
      Credit Linked Deposit, 4.325%, 12/24/11 ........................     United States       3,150,000          3,170,475
      Term Loan B, 4.515%, 12/24/11 ..................................     United States       4,050,000          4,076,325
    Pike Electric Inc.,
      Term Loan B, 4.688%, 7/02/12 ...................................     United States       2,860,000          2,910,945
      Term Loan C, 4.75%, 12/10/12 ...................................     United States       1,900,000          1,929,688
    Quanta Services Inc., Term Loan B, 2.51 - 5.51%, 12/15/08 ........     United States       2,970,000          3,012,694
    Reliant Energy Inc., Term Loan B, 4.895 - 5.068%, 4/30/10 ........     United States       6,000,000          6,047,676
    Texas Genco LLC, First Lien Term Loan, 4.48%, 12/14/11 ...........     United States       7,253,846          7,353,587
    TNP Enterprises Inc., Term Loan, 7.568%, 12/31/06 ................     United States         985,000          1,004,700
                                                                                                               ------------
                                                                                                                 53,775,631
                                                                                                               ------------
    ELECTRICAL PRODUCTS .1%
    Enersys Capital Inc., Term Loan D, 3.921 - 4.54%, 3/17/11 ........     United States       1,442,750          1,456,485
                                                                                                               ------------
    ELECTRONIC COMPONENTS .2%
    Seagate Technology HDD Holdings, Term Loan B, 4.563%, 5/13/07 ....     Cayman Islands      2,089,328          2,125,565
    Seagate Technology (US) Holdings, Term Loan B, 4.563%, 5/13/07 ...     United States         835,673            850,166
                                                                                                               ------------
                                                                                                                  2,975,731
                                                                                                               ------------
    ELECTRONICS/APPLIANCES .4%
    Directed Electronics Inc., Term Loan, 6.65 - 8.50%, 6/15/10 ......     United States       2,672,612          2,698,504
    Juno Lighting Inc., First Lien Term Loan, 4.89 - 7.00%, 10/21/10 .     United States       2,198,295          2,230,281
                                                                                                               ------------
                                                                                                                  4,928,785
                                                                                                               ------------
    ENGINEERING & CONSTRUCTION 1.0%
    URS Corp., Term Loan B, 4.46%, 8/22/08 ...........................     United States       2,802,259          2,818,899
    Washington Group International Inc., Synthetic Term Loan, 2.478%,
     10/01/07 ........................................................     United States       9,700,000          9,715,617
                                                                                                               ------------
                                                                                                                 12,534,516
                                                                                                               ------------



18 | Semiannual Report



FRANKLIN FLOATING RATE TRUST

STATEMENT OF INVESTMENTS, JANUARY 31, 2005 (UNAUDITED) (CONTINUED)



---------------------------------------------------------------------------------------------------------------------------
                                                                              COUNTRY     PRINCIPAL AMOUNT        VALUE
---------------------------------------------------------------------------------------------------------------------------
                                                                                                      
(a) SENIOR FLOATING RATE INTERESTS (CONT.)
    ENVIRONMENTAL SERVICES 1.7%
    Allied Waste North America Inc.,
      L/C Term Loan, 5.15%, 1/15/10 ..................................     United States     $ 2,121,428       $  2,151,593
      Term Loan B, 4.95 - 5.24%, 1/15/10 .............................     United States      10,037,169         10,197,583
      Term Loan C, 5.24 - 5.27%, 1/15/10 .............................     United States         981,531            997,277
    Duratek Inc., Term Loan B, 6.125 - 6.75%, 12/16/09 ...............     United States       1,478,261          1,480,571
(c) Envirocare of Utah LLC, Term Loan B, 5.794%, 1/07/12 .............     United States       3,500,000          3,548,125
    Envirosolutions Inc.,
    (i)Delay Draw, 7.06%, 3/01/09 ....................................     United States         698,182            698,182
       Term Loan B, 7.06%, 3/01/09 ...................................     United States       2,135,454          2,130,116
    IESI Corp., Term Loan B, 4.504 - 4.68%, 1/07/12 ..................     United States         900,000            914,625
                                                                                                               ------------
                                                                                                                 22,118,072
                                                                                                               ------------
    FINANCE/RENTAL/LEASING .5%
    United Rentals (North America) Inc.,
      L/C Term Loan, 2.169%, 2/11/11 .................................     United States       1,053,334          1,069,463
      Term Loan B, 4.81%, 2/11/11 ....................................     United States       5,293,333          5,375,216
                                                                                                               ------------
                                                                                                                  6,444,679
                                                                                                               ------------
    FOOD DISTRIBUTORS .2%
    OSI Group LLC,
      Dutch Term Loan, 4.81%, 9/02/11 ................................     Netherlands           748,125            759,191
      German Term Loan, 4.81%, 9/02/11 ...............................       Germany             598,500            607,353
      U.S. Term Loan, 4.81%, 9/02/11 .................................     United States       1,346,625          1,366,545
                                                                                                               ------------
                                                                                                                  2,733,089
                                                                                                               ------------
    FOOD: MAJOR DIVERSIFIED 1.8%
    Birds Eye Foods Inc. (Agrilink Foods), Term Loan B, 5.31%, 8/08/08     United States       7,432,119          7,526,804
    Del Monte Corp., Term Loan B, 4.96%, 12/20/10 ....................     United States         634,374            638,339
    Dole Food Co. Inc., Term Loan D, 4.50 - 6.50%, 9/28/08 ...........     United States       1,315,856          1,337,595
    Luiginos Inc., Term Loan, 5.438 - 5.625%, 4/02/11 ................     United States       4,183,393          4,193,851
    Pinnacle Foods Holding Corp., Term Loan B, 5.81 - 6.37%, 11/25/10      United States       9,925,000          9,880,139
                                                                                                               ------------
                                                                                                                 23,576,728
                                                                                                               ------------
    FOOD: MEAT/FISH/DAIRY .4%
    American Seafoods, Term Loan B, 5.81%, 4/15/09 ...................     United States       1,267,645          1,286,264
    Land O'Lakes Inc., Term Loan B, 5.71%, 10/11/08 ..................     United States         695,661            705,895
    Michael Foods Inc., Term Loan B, 4.63 - 5.09%, 11/21/10 ..........     United States       1,838,586          1,870,761
    Pierre Foods Inc., Term Loan B, 4.48%, 6/30/10 ...................     United States         910,000            920,238
                                                                                                               ------------
                                                                                                                  4,783,158
                                                                                                               ------------
    FOOD: SPECIALTY/CANDY 1.1%
    Doane Pet Care Co., Term Loan, 6.37 - 6.56%, 11/05/09 ............     United States         997,500          1,014,956
    Herbalife International Inc., Term Loan B, 4.87 - 5.16%, 12/20/10      United States       1,000,000          1,017,188
    Leiner Health Products Inc., Term Loan B, 5.56%, 6/09/11 .........     United States       1,990,000          2,019,850
    Meow Mix Co.,
      First Lien Term Loan, 6.81 - 7.02%, 8/21/09 ....................     United States       3,740,585          3,734,742
      Second Lien Term Loan, 9.85%, 8/21/09 ..........................     United States       1,000,000            955,000



                                                          Semiannual Report | 19



FRANKLIN FLOATING RATE TRUST

STATEMENT OF INVESTMENTS, JANUARY 31, 2005 (UNAUDITED) (CONTINUED)



---------------------------------------------------------------------------------------------------------------------------
                                                                              COUNTRY     PRINCIPAL AMOUNT        VALUE
---------------------------------------------------------------------------------------------------------------------------
                                                                                                      
(a) SENIOR FLOATING RATE INTERESTS (CONT.)
    FOOD: SPECIALTY/CANDY (CONT.)
    Nellson Neutraceuticals Inc.,
      First Lien Term Loan, 9.25%, 10/04/09 ..........................     United States     $ 2,266,913       $  2,215,907
      Second Lien Term Loan, 11.75%, 4/04/10 .........................     United States       1,000,000            872,500
    Otis Spunkmeyer Inc., Term Loan B, 6.375%, 6/24/11 ...............     United States       1,856,667          1,878,817
    Reddy Ice Group Inc., Term Loan, 5.078%, 8/15/09 .................     United States         987,500          1,000,256
                                                                                                               ------------
                                                                                                                 14,709,216
                                                                                                               ------------
    FOREST PRODUCTS .1%
    Roseburg Forest Products (RLC Industries), Term Loan B, 4.078%,
     2/24/10 .........................................................     United States       1,954,464          1,960,572
                                                                                                               ------------
    HOME FURNISHINGS 1.2%
    Knoll Inc., Term Loan, 5.40%, 10/01/11 ...........................     United States       3,689,412          3,732,025
    National Bedding Co., Term Loan B, 4.98 - 6.75%, 12/20/10 ........     United States       6,381,590          6,475,322
    Sealy Mattress Co., Term Loan C, 4.45 - 4.65%, 4/02/12 ...........     United States       1,877,717          1,905,883
    Simmons Holdings Inc., Term Loan C, 4.75 - 6.75%, 12/19/11 .......     United States       3,427,407          3,477,389
                                                                                                               ------------
                                                                                                                 15,590,619
                                                                                                               ------------
    HOME IMPROVEMENT CHAINS .2%
    Harbor Freight Tools USA Inc., Term Loan B, 4.69 - 4.91%, 7/15/10      United States       1,995,000          2,002,232
                                                                                                               ------------
    HOMEBUILDING .8%
    Associated Materials Inc., Term Loan B, 5.00 - 5.17%, 12/30/11 ...     United States       1,000,000          1,016,350
    Builders FirstSource Inc., Term Loan, 5.58%, 3/17/10 .............     United States       1,657,475          1,658,801
    CONTECH Construction Products Inc., Term Loan B, 4.94%, 10/31/11 .     United States       1,000,000          1,016,875
    Goodman Global Holdings Inc., Term Loan B, 4.81%, 12/15/11 .......     United States       1,000,000          1,016,250
    LandSource Communities Development LLC, Term Loan B, 5.063%,
     3/31/10 .........................................................     United States       6,000,000          6,095,628
                                                                                                               ------------
                                                                                                                 10,803,905
                                                                                                               ------------
    HOSPITAL/NURSING MANAGEMENT 2.1%
    Ardent Health Services LLC, Term Loan B, 4.80%, 8/12/11 ..........     United States       4,488,750          4,526,626
    Beverly Enterprises Inc., Term Loan B, 4.73 - 5.42%, 10/22/08 ....     United States       1,975,000          1,998,463
    Community Health Systems Inc., Term Loan B, 4.15%, 8/19/11 .......     United States       1,995,000          2,013,081
    Iasis Healthcare LLC, Term Loan B, 4.81%, 6/22/11 ................     United States       9,203,750          9,347,558
    MedCath Corp., Term Loan B, 5.11 - 6.50%, 6/30/11 ................     United States       2,487,500          2,513,930
    National Mentor Inc., Term Loan B, 5.47 - 7.50%, 11/01/11 ........     United States       1,197,000          1,219,070
    Triad Hospitals Inc., Term Loan B, 4.83%, 9/30/08 ................     United States         737,622            750,120
    Vanguard Health Holding Co. II LLC, Term Loan B, 5.79%, 9/23/11 ..     United States       4,738,125          4,828,448
                                                                                                               ------------
                                                                                                                 27,197,296
                                                                                                               ------------
    HOTEL/RESORTS/CRUISELINES .8%
    Venetian Casino Resorts LLC, Term Loan B, 4.90%, 8/01/11 .........     United States       8,377,273          8,525,618
    Wyndham International Inc., Term Loan B, 7.188%, 6/30/06 .........     United States       1,776,863          1,787,599
                                                                                                               ------------
                                                                                                                 10,313,217
                                                                                                               ------------
    HOUSEHOLD/PERSONAL CARE .7%
    Jarden Corp., Term Loan B, 6.25%, 1/25/12 ........................     United States       2,200,000          2,222,785
    Prestige Brands Inc., Term Loan B, 5.294%, 6/24/11 ...............     United States       3,473,750          3,510,659



20 | Semiannual Report



FRANKLIN FLOATING RATE TRUST

STATEMENT OF INVESTMENTS, JANUARY 31, 2005 (UNAUDITED) (CONTINUED)



---------------------------------------------------------------------------------------------------------------------------
                                                                              COUNTRY     PRINCIPAL AMOUNT        VALUE
---------------------------------------------------------------------------------------------------------------------------
                                                                                                      
(a) SENIOR FLOATING RATE INTERESTS (CONT.)
    HOUSEHOLD/PERSONAL CARE (CONT.)
    Rayovac Corp., Term Loan C, 4.78 - 8.00%, 9/30/09 ................     United States     $ 2,032,775       $  2,040,682
    Springs Industries Inc., Term Loan B, 5.313%, 12/07/10 ...........     United States       2,000,000          2,025,626
                                                                                                               ------------
                                                                                                                  9,799,752
                                                                                                               ------------
    INDUSTRIAL CONGLOMERATES .9%
    Invensys (BTR Dunlop),
      Bonding Facility, 5.439%, 3/05/09 ..............................     United States       1,945,920          1,965,379
      Term Loan B, 6.091%, 9/05/09 ...................................     United States       1,235,723          1,257,348
    SPX Corp., Term Loan B, 4.625%, 9/30/09 ..........................     United States       2,318,194          2,334,132
    TriMas Corp., Term Loan B, 6.188%, 12/06/09 ......................     United States       5,712,841          5,794,072
                                                                                                               ------------
                                                                                                                 11,350,931
                                                                                                               ------------
    INDUSTRIAL MACHINERY 1.9%
    Colfax Corp., Term Loan B, 4.813%, 11/30/11 ......................     United States       2,500,000          2,529,168
    Dresser Inc., Unsecured Term Loan, 5.84%, 3/01/10 ................     United States       1,500,000          1,518,750
    Dresser-Rand Group Inc., Term Loan B, 4.56%, 10/26/11 ............     United States       2,197,140          2,232,019
    Flowserve Corp., Term Loan C, 5.15 - 5.438%, 6/30/09 .............     United States         653,831            666,091
    Gleason Corporation, Term Loan, 5.13 - 5.299%, 7/20/11 ...........     United States       4,000,000          4,069,880
    Itron Inc., Term Loan B, 4.75 - 6.50%, 11/24/10 ..................     United States       1,622,432          1,640,008
    Mueller Group, Term Loan, 5.15%, 4/14/11 .........................     United States       6,047,707          6,119,523
    Rexnord Corp., Term Loan, 5.23 - 7.00%, 11/25/09 .................     United States       1,700,000          1,733,286
    Sensus Metering Systems Inc., Term Loan, 4.421 - 5.403%, 12/17/10      United States       3,920,000          3,945,315
                                                                                                               ------------
                                                                                                                 24,454,040
                                                                                                               ------------
    INDUSTRIAL SPECIALTIES .6%
    Ionics Inc., Term Loan B, 5.31%, 2/01/11 .........................     United States       5,223,870          5,241,830
    Polypore Inc., Term Loan B, 4.828%, 11/13/11 .....................     United States       2,238,750          2,272,331
                                                                                                               ------------
                                                                                                                  7,514,161
                                                                                                               ------------
    INFORMATION TECHNOLOGY SERVICES 1.3%
    Relizon Co.,
      Incremental Term Loan, 5.33%, 2/20/11 ..........................     United States         337,172            338,226
      Term Loan B, 5.33 - 5.54%, 2/20/11 .............................     United States       3,088,765          3,098,418
    Transfirst Holdings, Term Loan B, 6.563%, 3/31/10 ................     United States       4,975,000          5,009,203
    Worldspan LP, Term Loan, 6.188 - 8.00%, 6/30/07 ..................     United States         919,805            927,853
    Xerox Corp., Term Loan, 4.33%, 9/30/08 ...........................     United States       7,500,000          7,580,273
                                                                                                               ------------
                                                                                                                 16,953,973
                                                                                                               ------------
    INSURANCE BROKERS/SERVICES .3%
    Alliant Resources Group Inc., Term Loan B, 5.67 - 6.06%, 8/31/11 .     United States       3,731,250          3,784,887
                                                                                                               ------------
    INVESTMENT BANKS/BROKERS .2%
    Refco Group Ltd. LLC, Term Loan B, 5.27%, 8/05/11 ................     United States       2,050,000          2,074,856
                                                                                                               ------------
    LIFE/HEALTH INSURANCE .8%
    Conseco Inc., Term Loan, 6.078%, 6/22/10 .........................     United States       9,600,000          9,804,000
                                                                                                               ------------



                                                          Semiannual Report | 21



FRANKLIN FLOATING RATE TRUST

STATEMENT OF INVESTMENTS, JANUARY 31, 2005 (UNAUDITED) (CONTINUED)



---------------------------------------------------------------------------------------------------------------------------
                                                                              COUNTRY     PRINCIPAL AMOUNT        VALUE
---------------------------------------------------------------------------------------------------------------------------
                                                                                                      
(a) SENIOR FLOATING RATE INTERESTS (CONT.)
    MAJOR PHARMACEUTICALS .6%
    Warner Chilcott Holdings Co.,
      Term Loan B, 5.23%, 1/18/12 ....................................      Puerto Rico      $ 4,640,238       $  4,680,260
      Term Loan C, 5.23%, 1/18/12 ....................................     United States       1,869,789          1,885,916
      Term Loan D, 5.23%, 1/18/12 ....................................        Bermuda            863,790            871,240
                                                                                                               ------------
                                                                                                                  7,437,416
                                                                                                               ------------
    MAJOR TELECOMMUNICATIONS .8%
    Alaska Communications Systems Holdings Inc, Term Loan, 6.50%,
     2/01/12 .........................................................     United States       4,650,000          4,684,875
    Consolidated Communications Inc., Term Loan B, 4.83 - 5.06%,
     10/14/11 ........................................................     United States       2,483,333          2,525,239
(d) E.Spire Communications, Term Loan C, 9.50%, 8/01/06 ..............     United States      16,877,867                 --
    Qwest Corp., Term Loan A, 7.39%, 6/30/07 .........................     United States       3,000,000          3,132,588
(d) Winstar Communications Inc., DIP, 7.75%, 2/20/49 .................     United States       3,926,973                393
                                                                                                               ------------
                                                                                                                 10,343,095
                                                                                                               ------------
    MANAGED HEALTH CARE .9%
    Multiplan Inc., Term Loan, 5.31%, 3/04/09 ........................     United States       2,222,222          2,255,489
    Pacificare Health Systems Inc., Term Loan B, 4.063 - 4.25%,
     12/13/10 ........................................................     United States       9,400,000          9,443,080
                                                                                                               ------------
                                                                                                                 11,698,569
                                                                                                               ------------
    MARINE SHIPPING .2%
    Horizon Lines LLC, Term Loan, 5.39%, 7/07/11 .....................     United States       2,288,500          2,317,106
    US Shipping Partners LP, Term Loan, 4.56%, 4/25/09 ...............     United States         478,966            484,355
                                                                                                               ------------
                                                                                                                  2,801,461
                                                                                                               ------------
    MEDIA CONGLOMERATES .3%
    Canwest Media Inc., Term Loan E, 4.70%, 5/15/09 ..................        Canada           3,330,237          3,367,502
                                                                                                               ------------
    MEDICAL DISTRIBUTORS .5%
    VWR International Inc., Term Loan B, 5.17%, 4/07/11 ..............     United States       6,407,334          6,524,268
                                                                                                               ------------
    MEDICAL SPECIALTIES .6%
    Conmed Corp., Term Loan C, 4.75 - 5.01%, 12/15/09 ................     United States         493,501            499,156
    Cooper Companies Inc., Term Loan B, 4.188%, 11/19/11 .............     United States       2,000,000          2,028,750
    Fisher Scientific International Inc., Term Loan B, 4.08%, 6/30/11      United States       1,990,000          2,007,413
    Kinetic Concepts Inc., Term Loan B2, 4.31%, 8/11/10 ..............     United States       1,971,639          1,988,069
    PerkinElmer Inc., Term Loan B, 4.474%, 12/26/08 ..................     United States         886,667            897,750
                                                                                                               ------------
                                                                                                                  7,421,138
                                                                                                               ------------
    MEDICAL/NURSING SERVICES 2.3%
    Alliance Imaging Inc., Term Loan C1, 4.75 - 5.00%, 12/29/11 ......     United States       2,242,491          2,264,216
    Davita Inc., Term Loan B, 4.17 - 4.775%, 6/30/10 .................     United States       9,508,731          9,544,389
    Insight Health Services, Delay Draw, 6.56%, 10/17/08 .............     United States       7,200,000          7,222,500
    MedQuest Inc., Term Loan B, 6.31%, 7/31/09 .......................     United States         985,000            999,159



22 | Semiannual Report



FRANKLIN FLOATING RATE TRUST

STATEMENT OF INVESTMENTS, JANUARY 31, 2005 (UNAUDITED) (CONTINUED)



---------------------------------------------------------------------------------------------------------------------------
                                                                              COUNTRY     PRINCIPAL AMOUNT        VALUE
---------------------------------------------------------------------------------------------------------------------------
                                                                                                      
(a) SENIOR FLOATING RATE INTERESTS (CONT.)
    MEDICAL/NURSING SERVICES (CONT.)
    Sheridan Healthcare, Term Loan B, 5.79 - 5.89%, 11/09/10 .........     United States     $ 1,500,000       $  1,549,050
    Team Health Inc., Term Loan B, 5.81%, 3/23/11 ....................     United States       4,723,794          4,738,556
    US Oncology Inc., Term Loan B, 4.875 - 5.51%, 8/20/11 ............     United States       3,980,000          4,035,971
                                                                                                               ------------
                                                                                                                 30,353,841
                                                                                                               ------------
    MISCELLANEOUS COMMERCIAL SERVICES 2.2%
    Buhrmann US Inc., Term Loan C1, 4.94%, 12/23/10 ..................     United States       5,247,132          5,309,626
    CCC Information Services Group Inc., Term Loan B, 5.559%, 8/15/10      United States       3,619,239          3,664,479
    Corrections Corp. (Prison Realty), Term Loan D, 4.53 - 4.95%,
     3/31/08 .........................................................     United States       3,634,550          3,695,883
    DS Waters Enterprises LP, Term Loan, 6.67 - 7.266%, 11/07/09 .....     United States       3,864,615          3,626,702
    Global Imaging Systems Inc., Term Loan B, 4.28 - 4.71%, 5/15/10 ..     United States         987,537            999,882
    JohnsonDiversey Inc., Term Loan B, 4.43 - 4.64%, 5/03/08 .........     United States       4,103,244          4,176,976
    Language Lines Inc., Term Loan B, 6.77%, 6/11/11 .................     United States       3,407,895          3,451,209
    Mitchell International Inc., Term Loan B, 5.55%, 8/15/11 .........     United States       1,890,253          1,916,836
    US Investigations Services Inc., Term Loan C, 6.01%, 12/31/08 ....     United States       2,296,886          2,325,597
                                                                                                               ------------
                                                                                                                 29,167,190
                                                                                                               ------------
    MISCELLANEOUS MANUFACTURING .1%
    Day International Group Inc., Term Loan D, 6.06 - 6.08%, 1/01/10 .     United States       1,203,809          1,207,541
    Norcross Safety Products, Term Loan, 4.92%, 3/20/09 ..............     United States         751,731            762,302
                                                                                                               ------------
                                                                                                                  1,969,843
                                                                                                               ------------
    MOVIES/ENTERTAINMENT 5.8%
    24 Hour Fitness Inc., Term Loan, 6.063 - 6.25%, 7/01/09 ..........     United States       3,321,823          3,352,250
    Brooklyn Basketball LLC (New Jersey), Term Loan B, 6.063%, 8/16/08     United States       2,000,000          2,000,000
    Carmike Cinemas Inc., Term Loan, 5.828%, 2/02/09 .................     United States       1,584,000          1,639,440
    CH Operating LLC, Term Loan B, 7.063%, 6/21/07 ...................     United States       2,801,724          2,794,720
    Cinemark USA Inc., Term Loan, 4.21 - 4.35%, 3/31/11 ..............     United States         992,500          1,014,017
    Cinram International, Term Loan D, 5.40%, 9/30/09 ................        Canada           7,040,305          7,156,913
    Hollywood Entertainment Corp., Term Loan, 6.08%, 3/31/08 .........     United States       1,875,000          1,885,547
    Loews Cineplex Entertainment Corp., Term Loan B, 4.44 - 4.814%,
     7/30/11 .........................................................     United States       1,995,000          2,024,458
    Metro-Goldwyn-Mayer Studio Inc., Term Loan B, 5.06%, 4/30/11 .....     United States       8,478,750          8,501,007
    Mets II LLC, Term Loan, 5.77%, 8/23/05 ...........................     United States       3,000,000          3,010,890
    New Jersey Devils LLC, Term Loan, 6.27%, 9/30/06 .................     United States       1,900,000          1,907,790
    Rainbow National Services LLC, Term Loan B, 5.19%, 3/31/12 .......     United States       8,500,000          8,632,813
    Regal Cinemas Inc., Term Loan B, 4.56%, 11/10/10 .................     United States      13,472,884         13,646,913
    Shinn Acquisition LLC (Hornets), Term Loan, 9.50%, 6/30/07 .......     United States       2,250,000          2,255,130
    Six Flags Theme Parks, Term Loan B, 4.90%, 6/30/09 ...............     United States       1,801,831          1,833,363
    Warner Music, Term Loan B, 4.97 - 5.38%, 2/28/11 .................     United States      11,150,275         11,302,432
    Yankee Holdings, Term Loan, 4.486 - 4.90%, 6/25/07 ...............     United States         785,714            799,464
    Yankee Nets, Term Loan, 4.24 - 5.03%, 6/25/07 ....................     United States       1,714,286          1,744,286
                                                                                                               ------------
                                                                                                                 75,501,433
                                                                                                               ------------



                                                          Semiannual Report | 23



FRANKLIN FLOATING RATE TRUST

STATEMENT OF INVESTMENTS, JANUARY 31, 2005 (UNAUDITED) (CONTINUED)



---------------------------------------------------------------------------------------------------------------------------
                                                                              COUNTRY     PRINCIPAL AMOUNT        VALUE
---------------------------------------------------------------------------------------------------------------------------
                                                                                                      
(a) SENIOR FLOATING RATE INTERESTS (CONT.)
    OIL & GAS PIPELINES .3%
    El Paso Corp.,
      L/C Term Loan, 2.30%, 11/22/09 .................................     United States     $ 1,687,500       $  1,703,715
      Term Loan B, 5.188%, 11/22/09 ..................................     United States       2,801,250          2,833,347
                                                                                                               ------------
                                                                                                                  4,537,062
                                                                                                               ------------
    OIL & GAS PRODUCTION .4%
    Williams Production RMT Co., Term Loan C, 4.99%, 5/30/08 .........     United States       4,925,250          4,982,974
                                                                                                               ------------
    OIL REFINING/MARKETING .8%
    Getty Petroleum Marketing, Term Loan B, 5.80%, 5/19/10 ...........     United States       1,933,333          1,970,792
    Lyondell-Citgo Refining LP, Term Loan, 4.38 - 4.591%, 5/21/07 ....     United States         995,000          1,006,194
    Magellan Midstream Holdings LP, Term Loan B, 5.09%, 12/10/11 .....     United States       2,241,114          2,271,929
    Tesoro Petroleum Corp.,
      L/C Term Loan, 2.48%, 4/30/07 ..................................     United States       2,000,000          2,008,340
      Term Loan, 7.99%, 4/15/08 ......................................     United States         482,500            496,975
(c) Universal Compression Inc., Term Loan B, 4.34%, 1/14/12 ..........     United States       3,000,000          3,042,189
                                                                                                               ------------
                                                                                                                 10,796,419
                                                                                                               ------------
    OTHER CONSUMER SERVICES .6%
    Alderwoods Group Inc., Term Loan B1, 3.94 - 4.54%, 8/19/10 .......     United States       1,201,830          1,212,947
    Coinstar Inc., Term Loan, 4.84%, 7/01/11 .........................     United States       1,662,822          1,691,921
    Knowledge Learning Corp., Term Loan B, 5.05%, 1/07/12 ............     United States       2,700,000          2,725,312
    Weight Watchers,
      Additional Term Loan B, 4.16%, 3/31/10 .........................     United States         990,000          1,002,685
      Term Loan B, 4.25%, 3/31/10 ....................................     United States         997,500          1,009,138
                                                                                                               ------------
                                                                                                                  7,642,003
                                                                                                               ------------
    OTHER CONSUMER SPECIALTIES 1.8%
(c) Alliance Laundry Systems LLC, Term Loan B, 4.84%, 1/15/12 ........     United States       2,400,000          2,431,001
    American Safety Razor Co., Term Loan, 5.64 - 5.98%, 4/22/11 ......     United States       1,409,779          1,416,828
    Home Interiors & Gifts Inc., Term Loan, 7.17%, 4/02/11 ...........     United States       2,418,155          2,344,401
    Jostens Intermediate Holding Corp., Term Loan B, 4.809%, 10/01/11      United States       4,200,000          4,247,624
    Sola International Inc., Term Loan, 5.08%, 12/05/09 ..............     United States         962,500            964,483
    Solo Cup Co., Term Loan B, 4.66 - 5.06%, 2/27/11 .................     United States      11,929,900         12,157,319
                                                                                                               ------------
                                                                                                                 23,561,656
                                                                                                               ------------
    OTHER METALS/MINERALS .1%
(c) Murray Energy Corp., First Lien Term Loan, 5.938%, 1/31/10 .......     United States       1,800,000          1,831,500
                                                                                                               ------------
    OTHER TRANSPORTATION .9%
    Laidlaw International Inc., Term Loan B, 6.33%, 6/17/09 ..........     United States       9,168,800          9,282,952
    Sirva Woldwide Inc., Term Loan B, 4.58%, 12/01/10 ................     United States       2,200,000          2,178,000
                                                                                                               ------------
                                                                                                                 11,460,952
                                                                                                               ------------
    PERSONNEL SERVICES .1%
    Allied Security Holdings LLC, Term Loan, 6.81%, 6/30/10 ..........     United States       1,177,143          1,193,246
                                                                                                               ------------



24 | Semiannual Report



FRANKLIN FLOATING RATE TRUST

STATEMENT OF INVESTMENTS, JANUARY 31, 2005 (UNAUDITED) (CONTINUED)



---------------------------------------------------------------------------------------------------------------------------
                                                                              COUNTRY     PRINCIPAL AMOUNT        VALUE
---------------------------------------------------------------------------------------------------------------------------
                                                                                                      
(a) SENIOR FLOATING RATE INTERESTS (CONT.)
    PUBLISHING: BOOKS/MAGAZINES 2.4%
    American Media Inc., Term Loan C, 5.313%, 4/01/07 ................     United States     $   894,004       $    908,811
    Dex Media West LLC, Term Loan B, 4.15 - 4.66%, 3/09/10 ...........     United States       8,176,267          8,288,690
    F&W Publications Inc., Term Loan B, 5.96%, 12/31/09 ..............     United States       1,808,655          1,830,133
    Primedia Inc., Term Loan B, 5.375%, 6/30/09 ......................     United States       4,906,204          4,860,208
    Readers Digest Association, Term Loan B, 4.55%, 5/20/08 ..........     United States       1,067,541          1,083,054
    R.H. Donnelley Inc.,
      Term Loan A3, 4.13 - 4.31%, 3/30/11 ............................     United States         939,451            946,284
      Term Loan D, 4.19 - 4.36%, 6/30/11 .............................     United States       7,465,117          7,549,876
    Transwestern Publishing Co.,
      Additional Term Loan, 4.563%, 2/24/11 ..........................     United States       2,760,000          2,798,814
      Term Loan B, 3.938 - 6.25%, 2/25/11 ............................     United States         896,000            908,600
    Weekly Reader, Second Lien Term Loan, 6.761%, 1/01/10 ............     United States       2,500,000          2,493,750
                                                                                                               ------------
                                                                                                                 31,668,220
                                                                                                               ------------
    PUBLISHING: NEWSPAPERS 1.5%
    Advertising Directory Solutions Inc., Term Loan B, 4.48%, 11/05/11        Canada          10,750,000         10,857,500
    Freedom Communications, Term Loan B, 4.39 - 4.40%, 5/17/09 .......     United States       2,500,000          2,539,375
    Herald Media, Term Loan B, 5.03%, 7/30/11 ........................     United States       2,111,881          2,144,879
    Journal Register Co., Term Loan B, 3.42 - 4.23%, 8/13/12 .........     United States       3,000,000          3,019,689
    MediaNews Group Inc., Term Loan C, 4.08%, 12/30/10 ...............     United States         922,636            928,394
                                                                                                               ------------
                                                                                                                 19,489,837
                                                                                                               ------------
    PULP & PAPER 2.0%
    Appleton Papers Inc., Term Loan B, 4.33 - 4.79%, 6/01/10 .........     United States         895,500            906,134
    Boise Cascade LLC, Term Loan B, 4.844%, 10/01/11 .................     United States       4,424,658          4,488,032
    Boise Land and Timber Corp., Term Loan C, 4.844%, 10/01/10 .......     United States       4,075,342          4,085,066
    Intertape Polymer Group Inc., Term Loan B, 4.69 - 4.96%, 8/01/11 .     United States       3,790,500          3,840,251
    Koch Cellulose LLC,
      L/C Term Loan, 4.39%, 5/03/11 ..................................     United States         643,132            651,774
      Term Loan B, 4.80%, 5/03/11 ....................................     United States       2,556,821          2,591,179
    MDCP Acquisitions I (Jefferson Smurfit),
      Term Loan B, 5.355%, 9/16/10 ...................................     Irish Republic      1,000,000          1,003,880
      Term Loan C, 5.855%, 9/16/11 ...................................     Irish Republic      1,000,000          1,004,490
    Smurfit-Stone Container Canada Inc., Term Loan C, 4.438%,
     10/28/11 ........................................................         Canada          1,610,594          1,636,162
    Smurfit-Stone Container Enterprises,
      L/C Term Loan, 2.40%, 10/28/10 .................................     United States         654,975            665,618
      Term Loan B, 4.438 - 4.688%, 10/28/11 ..........................     United States       5,234,431          5,317,528
                                                                                                               ------------
                                                                                                                 26,190,114
                                                                                                               ------------
    RAILROADS .3%
    Kansas City Southern Railway Co., Term Loan B1, 4.15 - 4.328%,
     3/31/08 .........................................................     United States       1,717,000          1,741,467
    RailAmerica Inc.,
      CAD Term Loan, 4.375%, 9/29/11 .................................         Canada            161,019            163,938
      U.S. Term Loan, 4.375%, 9/29/11 ................................     United States       1,362,137          1,386,825
                                                                                                               ------------
                                                                                                                  3,292,230
                                                                                                               ------------



                                                          Semiannual Report | 25



FRANKLIN FLOATING RATE TRUST

STATEMENT OF INVESTMENTS, JANUARY 31, 2005 (UNAUDITED) (CONTINUED)



---------------------------------------------------------------------------------------------------------------------------
                                                                              COUNTRY     PRINCIPAL AMOUNT        VALUE
---------------------------------------------------------------------------------------------------------------------------
                                                                                                      
(a) SENIOR FLOATING RATE INTERESTS (CONT.)
    REAL ESTATE DEVELOPMENT 1.0%
    CNL Hotel & Resorts, Term Loan B, 4.90%, 12/30/06 ................     United States     $ 5,200,000       $  5,284,500
    General Growth Properties Inc., Term Loan B, 4.64%, 11/12/09 .....     United States       3,500,000          3,528,073
(c) LNR Property Corp., Term Loan B, 5.59%, 12/31/07 .................     United States       3,600,000          3,621,377
                                                                                                               ------------
                                                                                                                 12,433,950
                                                                                                               ------------
    REAL ESTATE INVESTMENT TRUSTS .6%
    Crescent Real Estate Funding XII,
      Term Loan, 4.64%, 1/12/06 ......................................     United States       2,904,593          2,932,732
      Term Loan B, 4.64%, 3/05/06 ....................................     United States         854,770            863,051
    Newkirk Master LP, Term Loan, 6.974 - 7.08%, 11/24/06 ............     United States       3,943,700          3,984,372
                                                                                                               ------------
                                                                                                                  7,780,155
                                                                                                               ------------
    RECREATIONAL PRODUCTS 1.0%
    Amscan Holdings Inc., Term Loan B, 5.29 - 5.62%, 4/30/12 .........     United States         995,000          1,001,219
    BRP Holdings LP, 4.97%, 12/18/10 .................................     United States       3,820,714          3,881,609
    PlayPower Inc., Term Loan, 7.06%, 2/07/10 ........................     United States         850,000            857,140
    Pure Fishing Inc., Term Loan B, 5.50 - 5.85%, 9/30/11 ............     United States       1,488,750          1,513,701
    True Temper Sports Inc., Term Loan, 5.22 - 5.661%, 3/15/11 .......     United States       5,875,909          5,774,197
                                                                                                               ------------
                                                                                                                 13,027,866
                                                                                                               ------------
    RESTAURANTS .5%
    CKE Restaurants Inc., Term Loan, 4.938%, 4/30/09 .................     United States         602,829            611,872
    Denny's Inc., Term Loan B, 5.59 - 6.01%, 9/27/09 .................     United States       1,000,000          1,023,438
    Dominos Inc., Term Loan, 4.313%, 6/25/10 .........................     United States       2,387,768          2,417,066
    Jack In The Box Inc., Term Loan B, 3.92 - 4.69%, 12/19/10 ........     United States       2,970,000          3,011,767
                                                                                                               ------------
                                                                                                                  7,064,143
                                                                                                               ------------
    SEMICONDUCTORS .5%
    Fairchild Semiconductor Corp., Term Loan, 4.438 - 4.688%,
     12/31/10 ........................................................     United States       4,127,844          4,174,282
    ON Semiconductor Corp., Term Loan G, 5.563%, 12/15/11 ............     United States       2,500,000          2,515,625
                                                                                                               ------------
                                                                                                                  6,689,907
                                                                                                               ------------
    SERVICES TO THE HEALTH INDUSTRY .4%
    Accredo Health Inc., Term Loan B, 4.23%, 8/02/11 .................     United States       3,980,000          4,013,583
    Quintiles Transnational Corp., Term Loan B, 6.81 - 6.83%, 9/25/09      United States       1,678,750          1,708,128
                                                                                                               ------------
                                                                                                                  5,721,711
                                                                                                               ------------
    SPECIALTY STORES .2%
    Pantry Inc., Term Loan, 4.83%, 3/12/11 ...........................     United States       2,428,344          2,461,481
                                                                                                               ------------
    SPECIALTY TELECOMMUNICATIONS 1.9%
    D&E Communications Inc., Term Loan B, 4.38 - 6.25%, 12/31/11 .....     United States       2,326,314          2,344,489
    GCI Holdings Inc., Term Loan, 4.809%, 10/31/07 ...................     United States       2,384,777          2,409,937
    Iowa Telecommunications Services Inc., Term Loan B, 4.46 - 4.61%,
     11/30/11 ........................................................     United States       6,750,000          6,825,937



26 | Semiannual Report



FRANKLIN FLOATING RATE TRUST

STATEMENT OF INVESTMENTS, JANUARY 31, 2005 (UNAUDITED) (CONTINUED)



---------------------------------------------------------------------------------------------------------------------------
                                                                              COUNTRY     PRINCIPAL AMOUNT        VALUE
---------------------------------------------------------------------------------------------------------------------------
                                                                                                      
 (a) SENIOR FLOATING RATE INTERESTS (CONT.)
     SPECIALTY TELECOMMUNICATIONS (CONT.)
 (d) Pacific Crossing Ltd., Term Loan B, 6.50%, 7/28/06 ..............     United States     $21,138,343      $   1,532,530
     Valor Telecom, First Lien Term Loan, 5.98 - 6.078%, 10/30/11 ....     United States      11,471,250         11,534,583
                                                                                                              -------------
                                                                                                                 24,647,476
                                                                                                              -------------
     STEEL .4%
     Copperweld Holding Co., Term Loan, 6.918%, 12/17/11 .............     United States       4,652,015          4,663,645
                                                                                                              -------------
     TOBACCO .1%
     Commonwealth Brands Inc., Term Loan, 5.875%, 8/28/07 ............     United States       1,706,343          1,729,805
                                                                                                              -------------
     WHOLESALE DISTRIBUTORS .3%
     Interline Brands, Term Loan B, 4.81%, 12/31/10 ..................     United States       2,250,000          2,267,167
     National Waterworks Inc., Term Loan C, 5.06%, 11/22/09 ..........     United States         857,143            870,000
     Nebraska Book Co., Term Loan C, 4.67%, 3/04/11 ..................     United States         992,500          1,002,197
                                                                                                              -------------
                                                                                                                  4,139,364
                                                                                                              -------------
     WIRELESS COMMUNICATIONS 1.7%
     AAT Communications Corp., Term Loan B, 5.25 - 5.26%, 12/31/11 ...     United States       3,000,000          3,041,250
     Nextel Partners Inc., Term Loan C, 4.938%, 5/31/11 ..............     United States       6,500,000          6,595,758
     SBA Communications Corp., Term Loan, 4.81 - 5.52%, 10/31/08 .....     United States       9,454,994          9,590,909
     SpectraSite Communications Inc., Term Loan B, 4.03% 5/30/12 .....     United States       1,750,000          1,764,949
     Triton PCS Inc., Term Loan B, 5.75%, 12/31/09 ...................     United States       1,000,000          1,014,688
                                                                                                              -------------
                                                                                                                 22,007,554
                                                                                                              -------------
    TOTAL SENIOR FLOATING RATE INTERESTS (COST $1,196,611,609) .......                                        1,168,780,879
                                                                                                              -------------
     ASSET-BACKED SECURITIES .4%
 (e) Ares IV, 1A, D2, 144A, 7.919%, 12/22/12 .........................     Cayman Islands      1,400,000          1,204,000
 (e) Centurion CDO II Ltd., 1A, D2, 144A, 7.68%, 11/12/12 ............     Cayman Islands      2,500,000          2,379,000
 (e) Clydesdale CLO Ltd., 2001-1A, D1, 144A, 8.133%, 3/22/13 .........     Cayman Islands      2,000,000          1,976,200
                                                                                                              -------------
    TOTAL ASSET-BACKED SECURITIES (COST $5,780,000) ..................                                            5,559,200
                                                                                                              -------------



                                                                                           ---------------
                                                                                           SHARES/WARRANTS
                                                                                           ---------------
                                                                                                               
    COMMON STOCKS AND WARRANTS .7%
    AUTO PARTS: ORIGINAL EQUIPMENT MANUFACTURER .0%
(f) Exide Technologies., wts., 3/18/06 ...............................     United States          74,278                 --
                                                                                                              -------------
    COMMERCIAL PRINTING/FORMS .0%
(f) Vertis Holdings Inc., wts., 6/30/11 ..............................     United States          39,812                 --
                                                                                                              -------------
    SPECIALTY TELECOMMUNICATIONS .1%
(f) IDT Corp. ........................................................     United States          53,428            782,186
                                                                                                              -------------
    STEEL .0%
(f) Copperweld Holding Co., A ........................................     United States             242                 --
(f) Copperweld Holding Co., B ........................................     United States           1,741                 --
                                                                                                              -------------
                                                                                                                         --
                                                                                                              -------------



                                                          Semiannual Report | 27



FRANKLIN FLOATING RATE TRUST

STATEMENT OF INVESTMENTS, JANUARY 31, 2005 (UNAUDITED) (CONTINUED)



------------------------------------------------------------------------------------------------------------------------------
                                                                             COUNTRY       SHARES/WARRANTS          VALUE
------------------------------------------------------------------------------------------------------------------------------
                                                                                                      
    COMMON STOCKS AND WARRANTS (CONT.)
    WIRELESS COMMUNICATIONS .6%
(f) Leap Wireless International Inc. .................................     United States          38,068       $     1,037,353
(f) USA Mobility Inc. ................................................     United States         178,746             6,354,420
(f) Teligent Inc. ....................................................     United States             115               690,000
                                                                                                               ---------------
                                                                                                                     8,081,773
                                                                                                               ---------------
    TOTAL COMMON STOCKS AND WARRANTS (COST $6,220,372) ...............                                               8,863,959
                                                                                                               ---------------
    TOTAL LONG TERM INVESTMENTS (COST $1,229,385,141) ................                                           1,203,349,271
                                                                                                               ---------------
    SHORT TERM INVESTMENT (COST $124,520,703) 9.6%
(g) Franklin Institutional Fiduciary Trust Money Market Portfolio ....                       124,520,703           124,520,703
                                                                                                               ---------------
    TOTAL INVESTMENTS (COST $1,353,905,844) 102.0% ...................                                           1,327,869,974
    OTHER ASSETS, LESS LIABILITIES (2.0)% ............................                                             (26,249,892)
                                                                                                               ---------------
    NET ASSETS 100.0% ................................................                                         $ 1,301,620,082
                                                                                                               ===============


(a)   See Note 1(c) regarding senior floating rate interests.

(b)   See Note 13 regarding other considerations.

(c)   See Note 1(b) regarding  securities  purchased on a when-issued or delayed
      delivery basis.

(d)   Defaulted securities. See Note 10.

(e)   See Note 11 regarding restricted securities.

(f)   Non-income producing.

(g)   See Note 9 regarding investments in Franklin Institutional Fiduciary Trust
      Money Market Portfolio.

(h)   See Note 14 regarding fund litigation.

(i)   See Note 12 regarding unfunded loan commitments.

GLOSSARY OF TERMS

CDO - Collateralized Debt Obligation
CLO - Collateralized Loan Obligation
L/C - Line-of-Credit
FRN - Floating Rate Note
PIK - Payment-In-Kind


28 | See notes to financial statements. | Semiannual Report



FRANKLIN FLOATING RATE TRUST

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
January 31, 2005 (unaudited)

Assets:
 Investments in securities:
  Cost - Unaffiliated issuers
                                                                $ 1,229,385,141
  Cost - Sweep Money Fund (Note 9) ..........................       124,520,703
                                                                ---------------
  Total cost of investments .................................     1,353,905,844
                                                                ===============
  Value - Unaffiliated issuers ..............................     1,203,349,271
  Value - Sweep Money Fund (Note 9) .........................       124,520,703
                                                                ---------------
  Total value of investments ................................     1,327,869,974
                                                                ---------------
 Cash .......................................................         3,839,314
 Receivables:
  Investment securities sold ................................        11,181,783
  Capital shares sold .......................................           477,442
  Interest ..................................................         4,677,535
  Unrealized gain on unfunded loan commitments (Note 12) ....           107,985
 Other assets ...............................................            62,397
                                                                ---------------
        Total assets ........................................     1,348,216,430
                                                                ---------------
Liabilities:
 Payables:
  Investment securities purchased ...........................        42,987,483
  Affiliates ................................................         1,495,007
  Distributions to shareholders .............................         1,995,263
 Other liabilities ..........................................           118,595
                                                                ---------------
        Total liabilities ...................................        46,596,348
                                                                ---------------
          Net assets, at value ..............................   $ 1,301,620,082
                                                                ===============
Net assets consist of:
 Distributions in excess of net investment income ...........   $      (182,451)
 Net unrealized appreciation (depreciation) .................       (25,925,544)
 Accumulated net realized gain (loss) .......................      (347,095,777)
 Capital shares .............................................     1,674,823,854
                                                                ---------------
          Net assets, at value ..............................   $ 1,301,620,082
                                                                ===============
Net asset value and maximum offering price per share
 ($1,301,620,082 / 144,699,983 shares outstanding) (a) ......   $          9.00
                                                                ===============

(a)   Redemption  price is equal to net asset  value  less  contingent  deferred
      sales charges, if applicable, and redemption fees retained by the Fund.


                     Semiannual Report | See notes to financial statements. | 29



FRANKLIN FLOATING RATE TRUST

FINANCIAL STATEMENTS (CONTINUED)

STATEMENT OF OPERATIONS
for the six months ended January 31, 2005 (unaudited)


                                                                    
Investment income:
 Dividends - Sweep Money Fund (Note 9) .............................   $  1,339,999
 Interest ..........................................................     28,011,749
                                                                       ------------
        Total investment income ....................................     29,351,748
                                                                       ------------
Expenses:
 Management fees (Note 5) ..........................................      4,923,346
 Administrative fees (Note 5) ......................................        781,011
 Transfer agent fees (Note 5) ......................................      2,772,309
 Custodian fees (Note 6) ...........................................         12,142
 Reports to shareholders ...........................................         47,234
 Registration and filing fees ......................................         23,019
 Professional fees .................................................         81,283
 Trustees' fees and expenses .......................................          1,179
 Other .............................................................        131,014
                                                                       ------------
        Total expenses .............................................      8,772,537
        Expense reductions (Note 6) ................................        (13,429)
                                                                       ------------
          Net expenses .............................................      8,759,108
                                                                       ------------
           Net investment income ...................................     20,592,640
                                                                       ------------
Realized and unrealized gains (losses):
 Net realized gain (loss) from investments .........................    (22,188,881)
 Net change in unrealized appreciation (depreciation) on investments     27,645,375
                                                                       ------------
Net realized and unrealized gain (loss) ............................      5,456,494
                                                                       ------------
Net increase (decrease) in net assets resulting from operations ....   $ 26,049,134
                                                                       ============



30 | See notes to financial statements. | Semiannual Report



FRANKLIN FLOATING RATE TRUST

FINANCIAL STATEMENTS (CONTINUED)

STATEMENTS OF CHANGES IN NET ASSETS
for the six months ended January 31, 2005 (unaudited)
and the year ended July 31, 2004



                                                                                        -----------------------------------
                                                                                        SIX MONTHS ENDED       YEAR ENDED
                                                                                        JANUARY 31, 2005     JULY 31, 2004
                                                                                        -----------------------------------
                                                                                                      
Increase (decrease) in net assets:
 Operations:
  Net investment income ..............................................................   $    20,592,640    $    36,121,226
  Net realized gain (loss) from investments and foreign currency transactions ........       (22,188,881)       (27,919,702)
  Net change in unrealized appreciation (depreciation) on investments ................        27,645,375        105,394,762
                                                                                         -----------------------------------
        Net increase (decrease) in net assets resulting from operations ..............        26,049,134        113,596,286
 Distributions to shareholders from net investment income ............................       (23,884,705)       (37,883,644)
 Capital share transactions (Note 2) .................................................        41,779,969         20,983,674
                                                                                         -----------------------------------
        Net increase (decrease) in net assets ........................................        43,944,398         96,696,316
Net assets:
 Beginning of period .................................................................     1,257,675,684      1,160,979,368
                                                                                         -----------------------------------
 End of period .......................................................................   $ 1,301,620,082    $ 1,257,675,684
                                                                                         ===================================
Undistributed net investment income (distributions in excess of net investment income)
 included in net assets:
  End of period ......................................................................   $      (182,451)   $     3,109,614
                                                                                         ===================================



                     Semiannual Report | See notes to financial statements. | 31



FRANKLIN FLOATING RATE TRUST

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

The Franklin  Floating Rate Trust (the Fund) is registered  under the Investment
Company  Act of  1940 as a  non-diversified,  closed-end,  continuously  offered
investment company. The Fund seeks current income and preservation of capital.

On December 6, 2004,  the Fund's Board of Trustees  approved a plan to merge the
Fund's net assets into the Franklin  Floating  Rate Daily  Access Fund.  Pending
shareholder  approval, it is anticipated that the merger will take place on June
2, 2005.

The following summarizes the Fund's significant accounting policies.

A. SECURITY VALUATION

Securities  listed on a  securities  exchange or on the NASDAQ  National  Market
System are valued at the last quoted sale price or the official closing price of
the day,  respectively.  Over-the-counter  securities and listed  securities for
which there is no reported  sale are valued  within the range of the most recent
quoted  bid and ask  prices.  Securities  that trade in  multiple  markets or on
multiple exchanges are valued according to the broadest and most  representative
market. Investments in open-end mutual funds are valued at the closing net asset
value.

Corporate debt  securities and  asset-backed  securities  generally trade in the
over-the-counter  market  rather  than on a  securities  exchange.  The Fund may
utilize  independent  pricing  services,   quotations  from  bond  dealers,  and
information with respect to bond and note transactions, to assist in determining
a current  market value for each security.  The Fund's pricing  services may use
valuation  models or matrix pricing which considers  information with respect to
comparable  bond and note  transactions,  quotations  from bond  dealers,  or by
reference  to  other   securities   that  are  considered   comparable  in  such
characteristics  as rating,  interest rate and maturity  date,  option  adjusted
spread models,  prepayment projections,  interest rate spreads and yield curves,
to determine current value.

Senior  secured  corporate  loans  with  floating  or  variable  interest  rates
generally  trade in the  over-the-counter  market  rather  than on a  securities
exchange.  The Fund may utilize  independent  pricing services,  quotations from
loan dealers and other financial  institutions,  and information with respect to
bond and note transactions,  to assist in determining a current market value for
each security.  The Fund's pricing  services use independent  market  quotations
from loan  dealers  or  financial  institutions  and may  incorporate  valuation
methodologies that consider multiple bond characteristics such as dealer quotes,
issuer type, coupon, maturity,  weighted average maturity, interest rate spreads
and yield  curves,  cash flow and  credit  risk/quality  analysis  to  determine
current value.


32 | Semiannual Report



FRANKLIN FLOATING RATE TRUST

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

1.  ORGANIZATION  AND SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

A. SECURITY VALUATION (CONTINUED)

The Fund has procedures to determine the fair value of individual securities and
other assets for which market prices are not readily  available or which may not
be reliably  priced.  Some  methods for valuing  these  securities  may include:
fundamental  analysis,  matrix pricing,  discounts from market prices of similar
securities,  or discounts applied due to the nature and duration of restrictions
on the  disposition of the  securities.  Occasionally,  events occur between the
time at which  trading in a security is completed and the close of the NYSE that
might call into question the  availability  (including the  reliability)  of the
value of a portfolio  security held by the Fund.  If such an event  occurs,  the
securities may be valued using fair value procedures,  which may include the use
of independent pricing services.  All security valuation procedures are approved
by the Fund's Board of Trustees.

B. SECURITIES PURCHASED ON A WHEN-ISSUED OR DELAYED DELIVERY BASIS

The Fund may purchase  securities on a when-issued  or delayed  delivery  basis,
with payment and delivery  scheduled for a future date.  These  transactions are
subject  to market  fluctuations  and are  subject to the risk that the value at
delivery may be more or less than the trade date  purchase  price.  Although the
Fund will generally  purchase these securities with the intention of holding the
securities, it may sell the securities before the settlement date.

C. SENIOR FLOATING RATE INTERESTS

Senior  secured  corporate  loans pay  interest at rates which are  periodically
reset by  reference  to a base  lending  rate plus a spread.  These base lending
rates are  generally  the prime rate  offered by a designated  U.S.  bank or the
London  InterBank  Offered Rate (LIBOR).  Senior secured  corporate  loans often
require  prepayment of principal  from excess cash flows or at the discretion of
the borrower.  As a result,  actual maturity may be substantially  less than the
stated maturity.

Senior secured  corporate loans in which the Fund invests are generally  readily
marketable, but may be subject to some restrictions on resale.

D. INCOME TAXES

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


                                                          Semiannual Report | 33



FRANKLIN FLOATING RATE TRUST

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

1.  ORGANIZATION  AND SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

E. 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. Facility fees are recognized as income over the expected term of the
loan.  Dividends  from net  investment  income are normally  declared  daily and
distributed monthly to shareholders.

F. 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.

G. GUARANTEES AND INDEMNIFICATIONS

Under the  Fund's  organizational  documents,  its  officers  and  trustees  are
indemnified by the Fund against certain liability 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.  However, based on experience,  the Fund expects the
risk of loss to be remote.

2. SHARES OF BENEFICIAL INTEREST

At January 31, 2005, there were an unlimited  number of shares  authorized ($.01
par value). Transactions in the Fund's shares were as follows:



                                -------------------------------------------------------------
                                      SIX MONTHS ENDED                   YEAR ENDED
                                      JANUARY 31, 2005                  JULY 31, 2004
                                -------------------------------------------------------------
                                   SHARES          AMOUNT          SHARES           AMOUNT
                                -------------------------------------------------------------
                                                                   
Shares sold .................    16,490,988    $ 148,006,575     30,148,214    $ 266,060,960
Shares issued in reinvestment
 of distributions ...........     1,789,404       16,071,285      2,769,859       24,316,522
Shares redeemed .............   (13,624,371)    (122,297,891)   (30,679,970)    (269,393,808)
                                -------------------------------------------------------------
Net increase (decrease) .....     4,656,021    $  41,779,969      2,238,103    $  20,983,674
                                =============================================================



34 | Semiannual Report



FRANKLIN FLOATING RATE TRUST

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

3. TENDER SHARES

On a quarterly  basis,  the Fund may make tender offers,  the amount of which is
determined by the Board of Trustees,  for the  repurchase of at least 5% but not
more than 25% of the shares  outstanding.  The repurchase price is the net asset
value on the tender offer expiration date.

4. CREDIT FACILITY

The Fund  participates  in a $200  million  senior  unsecured  revolving  credit
facility to fund shareholder redemptions or meet unfunded loan commitments.  The
facility agreement ends on December 16, 2005. Interest is charged at the Federal
Funds Rate plus .50%.  Facility fees paid are amortized on a straight line basis
over the term of the commitment.  Annual  commitment fees of .09% are charged on
the unused portion of the facility and allocated among the  participating  funds
based on net assets.

During the period ended January 31, 2005, the Fund did not utilize the facility.

5. TRANSACTIONS WITH AFFILIATES

Certain  officers and trustees of the Fund are also officers and/or directors of
the following entities:


------------------------------------------------------------------------------------------
ENTITY                                                             AFFILIATION
------------------------------------------------------------------------------------------
                                                                
Franklin Advisers Inc. (Advisers)                                  Investment manager
Franklin Templeton Services LLC (FT Services)                      Administrative manager
Franklin Templeton Investor Services LLC (Investor Services)       Transfer agent
Franklin Templeton Distributors Inc. (Distributors)                Principal underwriter


A. MANAGEMENT FEES

The Fund pays an investment  management  fee to Advisers of .80% per year of the
average daily net assets of the Fund.

B. ADMINISTRATIVE FEES

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

--------------------------------------------------------------------------------
ANNUALIZED FEE RATE         NET ASSETS
--------------------------------------------------------------------------------
        .150%               First $200 million
        .135%               Over  $200 million, up to and including $700 million
        .100%               Over  $700 million, up to and including $1.2 billion
        .075%               In excess of $1.2 billion


                                                          Semiannual Report | 35



FRANKLIN FLOATING RATE TRUST

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

5. TRANSACTIONS WITH AFFILIATES (CONTINUED) 

C. UNDERWRITING AGREEMENTS

Distributors has advised the Fund that it has received contingent deferred sales
charges for the period of $67,560.

D. TRANSFER AGENT FEES

The Fund pays a transfer agent fee to Investor  Services of .40% per year of the
average  daily net  assets of the Fund  plus out of  pocket  expenses,  totaling
$2,633,204 for the period ended January 31, 2005.

6. EXPENSE OFFSET ARRANGEMENT

The Fund 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 Fund's  custodian  expenses.  During the period ended January 31, 2005,  the
custodian fees were reduced as noted in the Statement of Operations.

7. INCOME TAXES

At July 31,  2004,  the Fund had tax basis  capital  losses which may be carried
over to offset future capital gains. Such losses expire as follows:

Capital loss carryover expiring in:
 2009 ..........................................................   $  2,115,134
 2011 ..........................................................    199,627,510
 2012 ..........................................................    107,803,681
                                                                   ------------
                                                                   $309,546,325
                                                                   ============

At July 31, 2004, the Fund had deferred capital losses  occurring  subsequent to
October 31, 2003 of $15,040,779. For tax purposes, such losses will be reflected
in the year ending July 31, 2005.

Net investment  income (loss)  differs for financial  statement and tax purposes
primarily due to differing treatments of defaulted securities and bond premiums.

Net realized  gains  (losses)  differ for  financial  statement and tax purposes
primarily due to differing treatment of wash sales,  defaulted  securities,  and
bond premiums.

At January 31, 2005, the net unrealized appreciation (depreciation) based on the
cost of investments for income tax purposes were as follows:

Cost of investments .........................   $ 1,354,368,261
                                                ===============
Unrealized appreciation .....................   $    20,493,236
Unrealized depreciation .....................       (46,991,523)
                                                ---------------
Net unrealized appreciation (depreciation) ..   $   (26,498,287)
                                                ===============


36 | Semiannual Report



FRANKLIN FLOATING RATE TRUST

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

8. INVESTMENT TRANSACTIONS

Purchases and sales of investments  securities (excluding short-term securities)
for the period ended January 31, 2005 aggregated  $473,887,918 and $399,031,109,
respectively.

9. INVESTMENTS IN FRANKLIN INSTITUTIONAL FIDUCIARY TRUST MONEY MARKET PORTFOLIO

The Fund may invest in the Franklin  Institutional  Fiduciary Trust Money Market
Portfolio  (the Sweep Money Fund),  an open-end  investment  company  managed by
Advisers. Management fees paid by the Fund are reduced on assets invested in the
Sweep Money  Fund,  in an amount not to exceed the  management  fees paid by the
Sweep Money Fund.

10. CREDIT RISK AND DEFAULTED SECURITIES

The Fund has 88.24% of its  portfolio  invested  in below  investment  grade and
comparable  quality  unrated  high  yield  securities,  which  tend  to be  more
sensitive to economic conditions than higher rated securities.  The risk of loss
due to default by the issuer may be  significantly  greater  for the  holders of
high  yielding   securities   because  such  securities  may  be  unsecured  and
subordinated to other creditors of the issuer.

The Fund held defaulted  securities and/or other securities for which the income
has  been  deemed  uncollectible.  At  January  31,  2005,  the  value  of these
securities was $1,532,923,  representing .12% of the Fund's net assets. The Fund
discontinues  accruing  income on  securities  for which  income has been deemed
uncollectible  and provides an estimate for losses on interest  receivable.  For
information  as to  specific  securities,  see  the  accompanying  Statement  of
Investments.

11. RESTRICTED SECURITIES

At  January  31,  2005,  investments  in  securities  included  issues  that are
restricted and illiquid.  Restricted  securities are often  purchased in private
placement transactions, are not registered under the Securities Act of 1933, may
have contractual  restrictions on resale,  and are valued under methods approved
by the Board of  Trustees  as  reflecting  fair  value.  A security  may also be
considered  illiquid if it lacks a readily  available market or if its valuation
has not changed for a certain period of time. At January 31, 2005, the Fund held
investments in restricted and illiquid securities as follows:



----------------------------------------------------------------------------------------------------------------
 PRINCIPAL                                                      ACQUISITION
   AMOUNT    ISSUER                                                DATE                COST             VALUE
----------------------------------------------------------------------------------------------------------------
                                                                                             
$1,400,000   Ares IV, 1A, D2, 144A, 7.919%, 12/22/12 .....       11/14/00          $ 1,400,000        $1,204,000
 2,500,000   Centurion CDO II Ltd., 1A, D2, 144A, 7.68%,
              11/12/12 ...................................       11/07/00            2,500,000         2,379,000
 2,000,000   Clydesdale CLO Ltd., 2001-1A, D1, 144A,
              8.133%, 3/22/13 ............................        5/23/01            1,880,000         1,976,200
                                                                                                      ----------
     TOTAL RESTRICTED SECURITIES (.43% OF NET ASSETS) .............................................   $5,559,200
                                                                                                      ==========



                                                          Semiannual Report | 37



FRANKLIN FLOATING RATE TRUST

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

12. UNFUNDED LOAN COMMITMENTS

The Fund may enter into certain credit agreements, all or a portion of which may
be  unfunded.  The Fund is  obligated  to fund  these  loan  commitments  at the
borrowers' discretion.

At January 31, 2005, unfunded commitments were as follows:

-------------------------------------------------------------------------
                                                               UNFUNDED
BORROWER                                                      COMMITMENT
-------------------------------------------------------------------------
BCP Crystal US Holdings Corp. (Celanese), Delay Draw ...      $  670,625
EnviroSolutions Inc., Delay Draw .......................         166,363
Intelsat (Bermuda) Ltd., Senior Term Loan Facility .....       1,142,857
Texas Genco LLC, Delay Draw ............................       2,996,154
US Shipping Partners LP, Delay Draw ....................         144,231
Vanguard Health Holding Co. II LLC, Delay Draw .........       1,500,000
Venetian Casino Resorts LLC, Delay Draw ................       1,322,727
Warner Chilcott Holdings Co., Delay Draw ...............       1,126,183
                                                              ----------
                                                              $9,069,140
                                                              ==========

Unfunded loan  commitments are marked to market daily and any unrealized gain or
loss is included in the  Statement of Assets and  Liabilities  and  Statement of
Operations.

13. OTHER CONSIDERATIONS

Advisers,  as the Fund's Manager,  may serve as a member of various bondholders'
steering committees,  on credit committees, or may represent the Fund in certain
corporate restructuring negotiations. At January 31, 2005, the Manager serves in
one or more of these capacities for Adelphia Communications Corp. As a result of
this  involvement,  the  Advisers  may  be in  possession  of  certain  material
non-public  information.  If the Fund's  Manager,  while in  possession  of such
information,  seeks to sell any of its  holdings  in  these  securities  it will
comply with all applicable federal securities laws.

14. FUND LITIGATION

On July 6, 2003, Adelphia Communications Corp. ("Adelphia") and related parties,
along with its Official  Committee of  Unsecured  Creditors,  filed an adversary
proceeding in the Adelphia  bankruptcy case in the U.S.  Bankruptcy Court (SDNY)
against more than 360 banks, financial services companies,  insurance companies,
investment banks,  mutual funds and other parties that had arranged for the sale
of, or  purchased  the bank debt of,  Adelphia  or its  related  parties.  Named
Defendants  included  Franklin  Advisers Inc.,  Franklin CLOs I - III,  Franklin
Floating  Rate Daily Access Fund,  Franklin  Floating  Rate Master  Series,  and
Franklin Floating Rate Trust.


38 | Semiannual Report



FRANKLIN FLOATING RATE TRUST

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

14. FUND LITIGATION (CONTINUED)

The Complaint alleges that the purchasers of this bank debt knew, or should have
known, that the loan proceeds would not benefit  Adelphia,  but instead would be
used to enrich Adelphia  insiders.  It seeks avoidance of the loans and recovery
of intentionally fraudulent transfers.

Discovery for this case has been stayed and pending  motions have not been ruled
upon. Thus, it is not possible to predict its outcome at this early stage of the
proceedings.  However,  management  of the Funds does not expect that the result
will have a material adverse effect on the financial condition of the Funds.

15. REGULATORY MATTERS

INVESTIGATIONS

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,  received  subpoenas  and/or  requests for  documents,
information  and/or testimony.  The Company and its current  employees  provided
documents and information in response to those requests and subpoenas.

SETTLEMENTS

Beginning in August 2004,  the Company  entered  into  settlements  with certain
regulators  investigating  the mutual fund industry  practices noted above.  The
Company  believes  that  settlement  of each of the  matters  described  in this
section is in the best interest of the Company and shareholders of the Franklin,
Templeton, and Mutual Series mutual funds (the "funds").

On August 2, 2004,  Franklin  Resources,  Inc.  announced  that its  subsidiary,
Franklin  Advisers,  Inc.,  reached an agreement  with the SEC that resolved the
issues  resulting from the SEC  investigation  into market timing  activity.  In
connection   with  that  agreement,   the  SEC  issued  an  "Order   Instituting
Administrative and Cease-and-Desist  Proceedings Pursuant to Sections 203(e) and
203(k) of the Investment  Advisers Act of 1940 and Sections 9(b) and 9(f) of the
Investment  Company Act of 1940, Making Findings and Imposing Remedial Sanctions
and a  Cease-and-Desist  Order" (the  "Order").  The SEC's Order  concerned  the
activities  of a limited  number of third  parties  that ended in 2000 and those
that  were the  subject  of the  first  Massachusetts  administrative  complaint
described below.


                                                          Semiannual Report | 39



FRANKLIN FLOATING RATE TRUST

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

15. REGULATORY MATTERS (CONTINUED)

SETTLEMENTS (CONTINUED)

Under the terms of the SEC's Order,  pursuant to which Franklin  Advisers,  Inc.
neither  admitted nor denied any of the  findings  contained  therein,  Franklin
Advisers,  Inc.  agreed  to pay $50  million,  of which $20  million  is a civil
penalty, to be distributed to shareholders of certain funds in accordance with a
plan to be developed by an independent distribution consultant. At this time, it
is unclear which funds or which shareholders of any particular fund will receive
distributions.  The Order also required Franklin Advisers,  Inc. to, among other
things, enhance and periodically review compliance policies and procedures.

On September  20,  2004,  Franklin  Resources,  Inc.  announced  that two of its
subsidiaries,   Franklin  Advisers,  Inc.  and  Franklin  Templeton  Alternative
Strategies,  Inc. ("FTAS"), reached an agreement with the Securities Division of
the Office of the Secretary of the Commonwealth of Massachusetts  (the "State of
Massachusetts")  related to its  administrative  complaint  filed on February 4,
2004,  concerning  one instance of market  timing that was also a subject of the
August 2, 2004 settlement that Franklin Advisers,  Inc. reached with the SEC, as
described above.

Under  the  terms  of the  settlement  consent  order  issued  by the  State  of
Massachusetts,  Franklin  Advisers,  Inc.  and FTAS  consented to the entry of a
cease-and-desist order and agreed to pay a $5 million administrative fine to the
State of Massachusetts (the  "Massachusetts  Consent Order").  The Massachusetts
Consent  Order  included  two  different  sections:  "Statements  of  Fact"  and
"Violations of Massachusetts  Securities Laws." Franklin Advisers, Inc. and FTAS
admitted the facts in the Statements of Fact.

On October 25, 2004, the State of  Massachusetts  filed a second  administrative
complaint, alleging that Franklin Resources, Inc.'s Form 8-K filing, in which it
described  the  Massachusetts  Consent  Order and stated that  "Franklin did not
admit  or deny  engaging  in any  wrongdoing",  failed  to state  that  Franklin
Advisers,  Inc.  and  FTAS  admitted  the  Statements  of  Fact  portion  of the
Massachusetts Consent Order (the "Second Complaint").  Franklin Resources,  Inc.
reached a second agreement with the State of Massachusetts on November 19, 2004,
resolving the Second Complaint. As a result of the November 19, 2004 settlement,
Franklin  Resources,  Inc. filed a new Form 8-K. The terms of the  Massachusetts
Consent Order did not change and there was no monetary fine associated with this
second settlement.

On November 17, 2004, Franklin Resources, Inc. announced that Franklin/Templeton
Distributors,  Inc.  ("FTDI") reached an agreement with the CAGO,  resolving the
issues  resulting from the CAGO's  investigation  concerning sales and marketing
support payments.  Under the terms of the settlement,  FTDI neither admitted nor
denied the  allegations in the CAGO's  complaint and agreed to pay $2 million to
the State of  California  as a civil  penalty,  $14 million to the funds,  to be
allocated by an independent  distribution consultant to be paid for by FTDI, and
$2 million to the CAGO for its investigative costs.


40 | Semiannual Report



FRANKLIN FLOATING RATE TRUST

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

15. REGULATORY MATTERS (CONTINUED)

SETTLEMENTS (CONTINUED)

On December 13, 2004, Franklin  Resources,  Inc. announced that its subsidiaries
FTDI and Franklin  Advisers,  Inc. reached an agreement with the SEC,  resolving
the issues resulting from the SEC's investigation  concerning  marketing support
payments to securities  dealers who sell fund shares.  In  connection  with that
agreement,   the  SEC   issued  an   "Order   Instituting   Administrative   and
Cease-and-Desist  Proceedings,  Making Findings, and Imposing Remedial Sanctions
Pursuant to Sections  203(e) and 203(k) of the Investment  Advisers Act of 1940,
Sections 9(b) and 9(f) of the Investment  Company Act of 1940, and Section 15(b)
of the Securities Exchange Act of 1934" (the "Second Order").

Under the terms of the Second Order, in which FTDI and Franklin  Advisers,  Inc.
neither admitted nor denied the findings contained  therein,  they agreed to pay
the funds a penalty of $20 million and disgorgement of $1 (one dollar). FTDI and
Franklin   Advisers,   Inc.  also  agreed  to  implement  certain  measures  and
undertakings  relating to marketing support payments to  broker-dealers  for the
promotion or sale of fund shares, including making additional disclosures in the
funds' Prospectuses and Statements of Additional  Information.  The Second Order
further requires the appointment of an independent distribution  consultant,  at
the  Company's  expense,  who shall develop a plan for the  distribution  of the
penalty and disgorgement to the funds.

The SEC's Second Order and the CAGO settlement  agreement  concerning  marketing
support payments  provide that the  distribution of settlement  monies are to be
made  to the  relevant  funds,  not to  individual  shareholders.  The  IDC  has
substantially  completed  preparation of these distribution  plans. 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 are expected to be disbursed promptly.
The SEC has not yet  approved the  distribution  plan  pertaining  to the Second
Order. When approved,  disbursements of settlement monies under the SEC's Second
Order will be made promptly in accordance  with the terms and conditions of that
order.

OTHER LEGAL PROCEEDINGS

The Fund,  in addition to the Company and other funds,  and certain  current and
former officers,  employees,  and directors have been named in multiple lawsuits
in  different  federal  courts in  Nevada,  California,  Illinois,  New York and
Florida,  alleging  violations of various  federal  securities 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


                                                          Semiannual Report | 41



FRANKLIN FLOATING RATE TRUST

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

15. REGULATORY MATTERS (CONTINUED)

OTHER LEGAL PROCEEDINGS (CONTINUED)

Franklin  Resources,  Inc.  subsidiaries,  resulting  in alleged  market  timing
activity.  The majority of these  lawsuits  duplicate,  in whole or in part, the
allegations  asserted  in the  February  4,  2004  Massachusetts  administrative
complaint  and the  findings  in the SEC's  August 2, 2004 Order,  as  described
above. The lawsuits are styled as class actions, or derivative actions on behalf
of either the named funds or Franklin Resources, Inc.

In  addition,  the  Company,  as well as 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 directed  brokerage  payments  and/or  payment of  allegedly
excessive advisory,  commission, and 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 certain funds.

The Company and fund management  strongly  believes that the claims made in each
of the lawsuits  identified  above are without  merit and intends to  vigorously
defend against them. The Company cannot  predict with  certainty,  however,  the
eventual  outcome  of  the  remaining  governmental  investigations  or  private
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 the Company's future financial  results.  If the Company finds that it
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.  The  Company is  committed  to taking all  appropriate
actions to protect the interests of its funds' shareholders.


42 | Semiannual Report



FRANKLIN FLOATING RATE TRUST

SHAREHOLDER INFORMATION

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  1-954/847-2268 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 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  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.


                                                          Semiannual Report | 43



                       This page intentionally left blank.



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 INVESTMENTS

INTERNATIONAL

Mutual European Fund
Templeton China World Fund
Templeton Developing Markets Trust
Templeton Foreign Fund
Templeton Foreign Smaller Companies Fund
Templeton International (Ex EM) Fund

GLOBAL

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

GROWTH

Franklin Aggressive Growth Fund
Franklin Capital Growth Fund
Franklin Flex Cap Growth Fund
Franklin Small-Mid Cap Growth Fund
Franklin Small Cap Growth Fund II(1)

VALUE

Franklin Balance Sheet Investment Fund (2)
Franklin Equity Income Fund
Franklin Large Cap Value Fund
Franklin MicroCap Value Fund (2)
Franklin Small Cap Value Fund
Mutual Beacon Fund
Mutual Qualified Fund
Mutual Recovery Fund (3)
Mutual Shares Fund

BLEND

Franklin Blue Chip Fund
Franklin Convertible Securities Fund
Franklin Growth Fund
Franklin Rising Dividends Fund
Franklin U.S. Long-Short Fund

SECTOR

Franklin Biotechnology Discovery Fund
Franklin DynaTech Fund
Franklin Global Communications Fund
Franklin Global Health Care 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 Allocation Fund
Franklin Templeton Founding Funds
Allocation Fund
Franklin Templeton Perspectives Allocation Fund

TARGET FUNDS

Franklin Templeton Conservative Target Fund
Franklin Templeton Growth Target Fund
Franklin Templeton Moderate Target Fund

INCOME

Franklin Adjustable U.S. Government Securities Fund (4)
Franklin's AGE High Income Fund
Franklin Floating Rate Daily Access Fund
Franklin Income Fund
Franklin Limited Maturity U.S. Government Securities Fund (4),(5)
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

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 closed to new investors.  Existing  shareholders  can continue
      adding to their accounts.

(2)   The fund is only  open to  existing  shareholders  and  select  retirement
      plans.

(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)   Formerly  Franklin  Short-Intermediate  U.S.  Government  Securities Fund.
      Effective  9/1/04,  the  fund's  name  changed;  its  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)   Portfolio of 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.


01/05                                          Not part of the semiannual report



       [LOGO](R)
FRANKLIN(R) TEMPLETON(R)              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.

SEMIANNUAL REPORT AND SHAREHOLDER LETTER

FRANKLIN FLOATING RATE TRUST

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.

020 S2005 03/05

      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 11(A), 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. N/A

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

      ITEM 9. 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 10. 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 11. EXHIBITS.

(A) Code of Ethics

(B) (1) 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) (2) 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 FLOATING RATE TRUST

By /s/Jimmy D. Gambill
      Chief Executive Officer - Finance and Administration
Date:    March 22, 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 /s/Jimmy D. Gambill
      Chief Executive Officer - Finance and Administration
Date:    March 22, 2005


By /s/Galen G. Vetter
      Chief Financial Officer
Date:    March 22, 2005