<DOCUMENT>
<TYPE>EX-99.2K
<SEQUENCE>8
<FILENAME>ftlditfundadm.txt
<TEXT>

                   FUND ADMINISTRATION AGREEMENT


           AGREEMENT dated as of --------------- between  FRANKLIN
TEMPLETON  LIMITED  DURATION  INCOME  TRUST,  a Delaware  statutory
trust (the  "Trust"),  and FRANKLIN  TEMPLETON  SERVICES,  LLC (the
"Administrator").

           In consideration of the mutual  agreements  herein made,
the parties hereby agree as follows:

      (1)  The  Administrator  agrees,  during  the  life  of  this
Agreement, to provide the following services to the Trust:

           (a)  providing   office   space,    telephone,    office
equipment and supplies for the Trust;

           (b)  providing  trading desk  facilities  for the Trust,
unless  these  facilities  are  provided by the Trust's  investment
adviser;

           (c)  authorizing  expenditures  and approving  bills for
payment on behalf of the Trust;

           (d)  supervising  preparation  of  periodic  reports  to
Shareholders,  notices of dividends,  capital  gains  distributions
and tax  credits;  and  attending  to  routine  correspondence  and
other  communications  with individual  Shareholders  when asked to
do so by the Trust's  shareholder  servicing  agent or other agents
of the Trust;

           (e)  coordinating  the  daily  pricing  of  the  Trust's
investment   portfolio,   including   collecting   quotations  from
pricing  services  engaged by the Trust;  providing fund accounting
services,   including  preparing  and  supervising  publication  of
daily net asset value  quotations,  periodic  earnings  reports and
other financial data;

           (f)  monitoring    relationships    with   organizations
serving the Trust,  including  custodians,  transfer agents, public
accounting  firms,  law  firms,  printers  and  other  third  party
service providers;

           (g)  supervising    compliance   by   the   Trust   with
recordkeeping  requirements  under  the  federal  securities  laws,
including  the  Investment  Company  Act of 1940 (the "1940  Act"),
and the rules and regulations  thereunder,  supervising  compliance
with   recordkeeping   requirements   imposed   by  state  laws  or
regulations,  and  maintaining  books  and  records  for the  Trust
(other  than  those   maintained  by  the  custodian  and  transfer
agent);

           (h)  preparing  and filing of tax reports  including the
Trust's income tax returns,  and monitoring the Trust's  compliance
with  subchapter  M  of  the  Internal   Revenue  Code,  and  other
applicable tax laws and regulations;

           (i)  monitoring the Trust's  compliance  with:  1940 Act
and other  federal  securities  laws,  and  rules  and  regulations
thereunder;  state and foreign laws and  regulations  applicable to
the  operation  of  investment  companies;  the Trust's  investment
objectives,  policies and restrictions;  and the Code of Ethics and
other  policies  adopted  by  the  Trust's  Board  of  Trustees  or
("Board") or by the Adviser and applicable to the Trust;

           (j)  providing   executive,   clerical  and  secretarial
personnel needed to carry out the above responsibilities; and

           (k)  preparing  regulatory  reports,  including  without
limitation  NSARs,  proxy statements and U.S. and foreign ownership
reports.

Nothing  in this  Agreement  shall  obligate  the  Trust to pay any
compensation  to  the  officers  of  the  Trust.  Nothing  in  this
Agreement  shall  obligate  the   Administrator   to  pay  for  the
services  of  third   parties,   including   attorneys,   auditors,
printers,  pricing  services  or others,  engaged  directly  by the
Trust to perform services on behalf of the Trust.

      (2)  The  Trust  agrees  to  pay  to  the   Administrator  as
compensation  for such  services  a monthly  fee equal on an annual
basis to 0.20% of the average daily net assets of the Trust.

From  time to time,  the  Administrator  may waive all or a portion
of its  fees  provided  for  hereunder  and  such  waiver  shall be
treated  as a  reduction  in the  purchase  price of its  services.
The  Administrator  shall be  contractually  bound hereunder by the
terms  of  any  publicly  announced  waiver  of  its  fee,  or  any
limitation of each  affected  Trust's  expenses,  as if such waiver
or limitation were fully set forth herein.

      (3)  This  Agreement  shall  remain in full  force and effect
through for one year after its execution and  thereafter  from year
to year to the  extent  continuance  is  approved  annually  by the
Board of the Trust.

      (4)  This  Agreement  may be  terminated  by the Trust at any
time  on  sixty  (60)  days'  written  notice  without  payment  of
penalty,  provided  that such  termination  by the  Trust  shall be
directed  or  approved  by the vote of a  majority  of the Board of
the  Trust in office  at the time or by the vote of a  majority  of
the outstanding  voting  securities of the Trust (as defined by the
1940 Act); and shall  automatically  and  immediately  terminate in
the event of its assignment (as defined by the 1940 Act).

      (5)  In the  absence  of  willful  misfeasance,  bad faith or
gross negligence on the part of the  Administrator,  or of reckless
disregard   of  its   duties   and   obligations   hereunder,   the
Administrator  shall not be  subject  to  liability  for any act or
omission in the course of, or connected  with,  rendering  services
hereunder.

           IN WITNESS WHEREOF,  the parties hereto have caused this
Agreement to be duly executed by their duly authorized officers.


FRANKLIN TEMPLETON LIMITED
DURATION INCOME TRUST


By:   ------------------------
      Murray L. Simpson
      Vice President & Secretary


FRANKLIN TEMPLETON SERVICES, LLC


By:   -------------------------
      Leslie M. Kratter
      Senior Vice President &
      Secretary

</TEXT>
</DOCUMENT>
