SCHEDULE 14A INFORMATION
                  Proxy Statement Pursuant to Section 14(a)
                    of the Securities Exchange Act of 1934


Filed by the Registrant                                       [X]
Filed by a Party other than the Registrant                    [ ]
Check the appropriate box:

[ ]  Preliminary Proxy Statement
[X]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to (section)240-14a-11(c) or
(section)240-14a-12

                         Franklin Multi-Income Trust
               (Name of Registrant as Specified In its Charter)

                         Franklin Multi-Income Trust
                  (Name of Person(s) Filing Proxy Statement)


Payment of Filing Fee (Check the appropriate box):

[x]  $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
     14a-6(j)(2)
[ ]  $500 per each party to the controversy pursuant to Exchange Act
     Rule 14a-6(i)(3)
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11

            1)   Title of each class of securities to which
                 transaction applies:


            2)   Aggregate number of securities to which
                 transaction applies:


            3)   Per unit price or other underlying value of
                 transaction computed pursuant to Exchange Act
                 Rule 0-11:


            4)   Proposed maximum aggregate value of transaction:


1 Set forth the amount on which the filing fee is calculated and state how it
was determined.

[ ]  Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously.  Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

            1)   Amount Previously Paid:

            2)   Form, Schedule or Registration Statement No.:

            3)   Filing Party:

            4)   Date Filed:






                              IMPORTANT INFORMATION
                               FOR SHAREHOLDERS OF
                           FRANKLIN MULTI-INCOME TRUST

The attached materials include your proxy statement and proxy card. The proxy
card serves as a ballot, allowing you to express your views regarding certain
aspects of the Fund's operations. Please fill out and sign the proxy card, and
return it in the accompanying postage-prepaid envelope to the Fund, which will
assure that your votes are cast in accordance with your preferences.

When you review the attached proxy statement, you will discover that the Fund is
requesting your vote on just two matters--the election of three Trustees and the
confirmation of the Board of Trustees' appointment of the independent auditors
for the Fund--which are annually presented to the Fund's shareholders for their
consideration. By completing and signing the proxy card, and mailing it to the
Fund, you reduce the possibility that the Fund will need to conduct additional
or follow-up solicitations of shareholders. In the event that an insufficient
number of shareholders vote and return their proxies, such that it becomes
necessary for the Fund or the Fund's investment adviser to hire an outside firm
to contact shareholders, the additional costs of soliciting shareholders will be
an expense that the Fund will have to bear.

The Fund is eager to receive your votes on the proposed matters. Please take a
moment to review these materials and return your proxy to the Fund.






TABLE OF CONTENTS

            A Letter from the Chairman
            Notice of Annual Meeting of Shareholders
            The Proxy Statement..............................  1
            Proposal 1.......................................  2
            Proposal 2.......................................  8
            Other Information................................  9

The Proxy Card Follows Page 10






777 Mariners Island Blvd.
P.O. Box 7777
San Mateo, CA 94403-7777
415/312-3000

A Letter from the Chairman

Dear Fellow Shareholders:

My purpose in writing is to request that you consider two matters that relate to
your ownership of shares in the Franklin Multi-Income Trust. The Board of
Trustees of the Fund asks that you cast your proxies on two issues:

    1. Electing the Class I Trustees to oversee the management of the Fund; and

    2. Ratifying the appointment by the Trustees of Coopers & Lybrand L.L.P. as
    the independent auditors for the Fund for its current fiscal year.

You will recall that the Fund, in the context of holding its annual meeting each
year, presents the election of Trustees and the approval of the Fund's auditors
to a shareholder vote. As in past years, we urge you to confirm the Board's
recommendations by electing the proposed Trustees and ratifying the selection of
the auditors.

As you review the proxy statement for the 1996 Annual Meeting of Shareholders,
you will discover that it now includes explanatory notes (in italics) that are
designed to provide you with a simpler and more concise explanation of certain
issues. While much of the information that must be furnished in the proxy
statement is technical and required by the Fund's regulator, we hope that the
use of these explanations will be helpful to you.

The vote of each shareholder is important to the Fund. On behalf of the
Trustees, thank you in advance for the consideration that I am confident that
you will give to these issues as you read the proxy statement and execute your
proxy card.

                                        Sincerely,

                                        CHARLES B. JOHNSON
                                        Chairman






This page intentionally left blank.

The Notice, set forth below, constitutes the formal agenda for the Annual
Meeting of Shareholders.

The Notice specifies what issues will be considered by shareholders, and the
time and location of the Meeting.

All shareholders are cordially invited to attend the Meeting in person. If you
do not expect to attend the Meeting, please indicate your voting instructions on
the proxy card, which appears at the end of these materials, date and sign it,
and return it in the envelope provided, which is addressed for your convenience
and needs no postage if mailed in the United States. In order to avoid the
additional expense to the Fund of further solicitation, please mail in your
executed proxy promptly.

                           FRANKLIN MULTI-INCOME TRUST
                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                            TO BE HELD JULY 11, 1996

To the Shareholders of Franklin Multi-Income Trust:

Notice is hereby given that the Annual Meeting of Shareholders (the "Meeting")
of Franklin Multi-Income Trust (the "Fund") will be held at the offices of the
Fund, 777 Mariners Island Blvd., San Mateo, California, 94404 at 10:00 a.m.
Pacific time, on July 11, 1996, to consider the following matters:

     1. Electing three (3) Class I Trustees of the Fund. See page 2.

     2. Ratifying the selection of Coopers & Lybrand L.L.P., as independent
     auditors for the Fund for the current fiscal year. See page 8.

     3. To consider any other business as may properly come before the Meeting.
     See page 8.

As provided in the Fund's By-Laws, the Board of Trustees has fixed the close of
business on May 10, 1996, as the record date for the determination of
shareholders entitled to notice of and to vote at the Meeting. Only shareholders
who appear on the Fund's books on the record date ("shareholders of record")
will be entitled to vote at the Meeting or any adjournment thereof.

                                        By Order of the Board of Trustees,

                                        DEBORAH R. GATZEK
                                        Secretary

San Mateo, California
Dated: May 30, 1996






PLEASE RETURN YOUR PROXY CARD PROMPTLY
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN

This page intentionally left blank.

The proxy statement, which begins below and continues through page 10, is
designed to furnish shareholders with the information necessary to vote on the
matters listed in the Notice on the prior page. Certain of the information in
the proxy statement must be included because of requirements of the Securities
and Exchange Commission (the "SEC"). Some of this information may be technical.

                           FRANKLIN MULTI-INCOME TRUST
                                 PROXY STATEMENT
                         ANNUAL MEETING OF SHAREHOLDERS
                            To Be Held July 11, 1996
                   SOLICITATION, REVOCATION AND VOTING OF PROXIES

The enclosed proxy is solicited by and on behalf of the management of Franklin
Multi-Income Trust (the "Fund") in connection with the annual meeting of
shareholders to be held July 11, 1996 (the "Meeting"). You may revoke your
previously granted proxy at any time before it is exercised by delivering a
written notice to the Fund expressly revoking your proxy, by signing and
forwarding to the Fund a later-dated proxy, or by attending the Meeting and
casting your votes in person. The cost of soliciting these proxies will be borne
by the Fund. In addition to solicitations by mail, some of the officers and
employees of the Fund, the Fund's investment adviser, Franklin Advisers, Inc.,
and its affiliates, without extra remuneration, may conduct additional
solicitations by telephone, telegraph and personal interviews. An outside
professional soliciting firm may also be retained to aid in the solicitation of
proxies, the cost of which will be borne by the Fund. It is expected that this
proxy statement will be first mailed to shareholders on or about May 30, 1996.

The Fund is requesting your vote on two matters at the July 11th Annual Meeting.
The Board of Trustees (the "Board") recommends that shareholders vote:

     (1) For the election as Trustees of the three nominees, and

     (2) For the ratification of the selection of Coopers & Lybrand L.L.P. as
     independent auditors

The proxyholders will vote all proxies received. It is the present intention
that, absent contrary instruc-tions, the enclosed proxy will be voted: for the
election as Trustees of the nominees named hereinafter, but the proxyholders
reserve full discretion to cast votes for other persons in the event such
nominees are unable to serve; for the ratification of the selection of Coopers &
Lybrand L.L.P., Certified Public Accountants, as independent auditors for the
Fund for the fiscal year ending March 31, 1997; and in the discretion of the
proxyholders upon such other business not now known or determined as may legally
come before the Meeting. Under relevant state law and the Fund's trust
documents, abstentions and broker non-votes will be included for purposes of
determining whether a quorum is present at the Meeting, but will be treated as
votes not cast and, therefore, will not be counted for purposes of determining
whether matters to be voted upon at the Meeting have been approved.






                              VOTING OF SECURITIES

Only shareholders of record on the Fund's books at the close of business on May
10, 1996, are entitled to vote at the Meeting or any adjournment thereof. On
that date, the Fund had 5,857,600 shares of beneficial interest ("Shares")
outstanding, each Share being entitled to one vote.

From time to time, the number of Shares of the Fund held in the "street name"
accounts of various secu-rities dealers for the benefit of their clients may
exceed 5% of the total Shares outstanding. To the Fund's knowledge, no other
person beneficially or of record owns more than 5% of the Fund's outstanding
Shares.

                        PROPOSAL 1: ELECTION OF TRUSTEES

The role of trustees is to provide general oversight of the Fund's business, and
to guarantee that the Fund is operated for the benefit of shareholders. The
trustees meet monthly, and review the Fund's investment performance. The
trustees also oversee the services furnished to the Fund by its investment
adviser and various other service providers.

Each of the three nominees is presently serving as a trustee of the Fund, and
was previously elected by the shareholders in 1993. Messrs. Abbott and Ashton
have served as trustees since the Fund's commencement of operations in 1989, and
Mr. Macklin has served on the Board since 1992.

In order to be elected to serve another three-year term, the trustees must
receive the vote of a majority of the Fund's Shares, represented in person or by
proxy.

The Board is divided into three classes, with each class standing for election
every third year. The following persons have been nominated to be Class I
trustees of the Fund, to hold office for a three-year term ending in 1999, and
until their successors are elected and shall qualify to serve: Frank H. Abbott,
III, Harris J. Ashton and Gordon S. Macklin. Information on these nominees, as
well as the other trustees of the Fund who are not currently standing for
election, is provided below. All of the nominees have consented to serve as
trustees if elected. However, if any nominee is not available for election at
the time of the Meeting, the proxyholders may vote for any other person in their
discretion or may refrain from electing or voting to elect anyone to fill the
position. The favorable vote of the holders of a plurality of the Shares
represented at the Meeting, in person or by proxy, is required to elect the
trustees.

                                                                Shares
                                                            Beneficially
  Name, Age, Address, and Five-Year                           Held as of
  Business Experience                    Term of Office     April 30, 1996
- --------------------------------------------------------------------------
  Frank H. Abbott, III                      8/96-7/99             400
  Age 75
  1045 Sansome St.
  San Francisco, CA 94111
  Trustee since 1989

 President and Director, Abbott Corporation (an investment company); and
 director, trustee or managing general partner, as the case may be, of 31 of the
 investment companies in the Franklin Group of Funds.






  Harris J. Ashton                          8/96-7/99     500
  Age 63
  General Host Corporation
  Metro Center, 1 Station Place
  Stamford, CT 06904-2045
  Trustee since 1989

 President, Chief Executive Officer and Chairman of the Board, General Host
 Corporation (nursery and craft centers); Director, RBC Holdings, Inc. (a bank
 holding company) and Bar-S Foods; and director, trustee or managing general
 partner, as the case may be, of 56 of the investment companies in the Franklin
 Templeton Group of Funds.

  Gordon S. Macklin                         8/96-7/99            1,800
  Age 68
  8212 Burning Tree Road
  Bethesda, MD 20817
  Trustee since 1992

 Chairman, White River Corporation (information services); Director, Fund
 American Enterprises Holdings, Inc., MCI Communications Corporation, MedImmune,
 Inc. (biotechnology), InfoVest Corporation (information services), Fusion
 Systems Corporation (industrial technology), and Source One Mortgage Services
 Corporation (information services); and director, trustee or managing general
 partner, as the case may be, of 53 of the investment companies in the Franklin
 Templeton Group of Funds; and formerly held the following positions: Chairman,
 Hambrecht and Quist Group; Director, H&Q Healthcare Investors; and President,
 National Association of Securities Dealers, Inc.

The following persons constitute the remaining trustees. Trustees who are
"interested persons" of the Fund, as defined in the Investment Company Act of
1940, as amended, are designated by an asterisk(*).

                                                                Shares
                                                             Beneficially
  Name, Age, Address, and Five-Year                           Held as of
  Business Experience                    Term of Office     April 30, 1996
- --------------------------------------------------------------------------

  S. Joseph Fortunato                       9/94-9/97             100
  Age 63
  Park Avenue at Morris County
  P.O. Box 1945
  Morristown, NJ 07962-1945
  Trustee since 1989

 Member of the law firm of Pitney, Hardin, Kipp & Szuch; Director of General
 Host Corporation; and director, trustee or managing general partner, as the
 case may be, of 58 of the investment companies in the Franklin Templeton Group
 of Funds.

  David W. Garbellano                       9/94-9/97             100
  Age 81
  111 New Montgomery St., #402
  San Francisco, CA 94105
  Trustee since 1989

 Private Investor; Assistant Secretary/Treasurer and Director, Berkeley Science
 Corporation (a venture capital company); and director, trustee or managing
 general partner, as the case may be, of 30 of the investment companies in the
 Franklin Group of Funds.

* Edward B. Jamieson                        8/95-7/98            None
  Age 47
  777 Mariners Island Blvd.
  San Mateo, CA 94404
  President and Trustee since 1993

 Senior Vice President and Portfolio Manager, Franklin Advisers, Inc.; and
 officer and/or director or trustee of five of the investment companies in the
 Franklin Group of Funds.

* Charles B. Johnson                        8/95-7/98          3,703.587
  Age 63
  777 Mariners Island Blvd.
  San Mateo, CA 94404
  Chairman of the Board since 1993 and Trustee since 1989

 President and Director, Franklin Resources, Inc.; Chairman
 of the Board and Director, Franklin Advisers, Inc. and
 Franklin Templeton Distributors, Inc.; Director,
 Franklin/Templeton Investor Services, Inc. and General Host
 Corporation; and officer and/or director, trustee or
 managing general partner, as the case may be, of most other
 subsidiaries of Franklin Resources, Inc. and of 57 of the
 investment companies in the Franklin Templeton Group of
 Funds.

* Rupert H. Johnson, Jr.                    8/95-7/98            1,000
  Age 55
  777 Mariners Island Blvd.
  San Mateo, CA 94404
  Senior Vice President since 1992 and Trustee since 1989

 Executive Vice President and Director, Franklin Resources, Inc. and Franklin
 Templeton Distributors, Inc.; President and Director, Franklin Advisers, Inc.;
 Director, Franklin/Templeton Investor Services, Inc.; and officer and/or
 director, trustee or managing general partner, as the case may be, of most
 other subsidiaries of Franklin Resources, Inc. and of 61 of the investment
 companies in the Franklin Templeton Group of Funds.

  Frank W. T. LaHaye                        9/94-9/97            none
  Age 67
  20833 Stevens Creek Blvd.
  Suite 102
  Cupertino, CA 95014
  Trustee since 1989

 General Partner, Peregrine Associates and Miller & LaHaye, which are General
 Partners of Peregrine Ventures and Peregrine Ventures II (venture capital
 firms); Chairman of the Board and Director, Quarterdeck Office Systems, Inc.;
 Director, FischerImaging Corporation; and director or trustee or managing
 general partner, as the case may be, of 26 of the investment companies in the
 Franklin Group of Fund.

The Trustees are paid a fixed fee from the Fund for serving on the Board.
Certain of the Trustees also serve as trustees of other investment companies in
the Franklin Group of Funds and the Templeton Groups of Funds. There is one
committee of the Board--the Audit Committee--which furnishes the Board with
recommendations regarding the selection of auditors.

Trustees not affiliated with the investment manager ("nonaffiliated Trustees")
are currently paid fees of $1,200 per year plus $50 per meeting attended and are
reimbursed for expenses incurred in connection with attending such meetings.

As indicated above, certain of the Fund's nonaffiliated Trustees also serve as
directors, trustees or managing general partners of other investment companies
in the Franklin Group of Funds and the Templeton Group of Funds (the "Franklin
Templeton Group of Funds") from which they may receive fees for their services.
The following table indicates the total fees paid to nonaffiliated Trustees by
the Fund and by other funds in the Franklin Templeton Group of Funds.



                                      Total Fees Received     Number of Boards in
                      Total Fees    from Franklin Templeton the Franklin Templeton
                       Received         Group of Funds         Group of Funds on
Name                  from Fund*     Including the Fund**    Which Each Serves***

                                                            
Frank H. Abbott, III....  $1,800           $162,420                  31
Harris J. Ashton........   1,800            327,925                  56
S. Joseph Fortunato.....   1,800            344,745                  58
David W. Garbellano.....   1,800            146,100                  30
Frank W.T. LaHaye.......   1,750            143,200                  26
Gordon S. Macklin.......   1,800            321,525                  53


*For the fiscal year ended March 31, 1996.

**For the calendar year ended December 31, 1995.

***The number of boards is based on the number of registered investment
companies in the Franklin Templeton Group of Funds and does not include the
total number of series or funds within each investment company for which the
trustees are responsible. The Franklin Templeton Group of Funds currently
includes 61 registered investment companies, consisting of more than 162 U.S.
based mutual funds or series.

Nonaffiliated trustees are reimbursed for expenses incurred in connection with
attending Board meetings, paid pro rata by each fund in the Franklin Templeton
Group of Funds for which they serve as director, trustee or managing general
partners. No officer or trustee received any other compensation directly from
the Fund. Certain officers or trustees who are shareholders of Franklin
Resources, Inc. may be deemed to receive indirect remuneration by virtue of
their participation in the management fees received by Franklin Advisers, Inc.

During the last fiscal year, there were twelve meetings of the Board of
Trustees. All of the trustees attended at least 75% of such meetings. Messrs.
Abbott, Garbellano and LaHaye compose the Audit Committee of the Board of
Trustees with the function of making recommendations to the full Board with
respect to the selection of auditors. The Audit Committee met twice during the
fiscal year ended March 31, 1996. The Fund currently does not have a standing
nominating or compensation committee of the Board of Trustees.

The executive officers of the Fund other than those listed above are:

Name, Age, Address, and Five-Year Business Experience

Harmon E. Burns
Age 51
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President since 1989

Executive Vice President, Secretary and Director, Franklin Resources, Inc.;
Executive Vice President and Director, Franklin Templeton Distributors, Inc.;
Executive Vice President, Franklin Advisers, Inc.; Director, Franklin/Templeton
Investor Services, Inc.; officer and/or director, as the case may be, of other
subsidiaries of Franklin Resources, Inc.; and officer and/or director or trustee
of 61 of the investment companies in the Franklin Templeton Group of Funds.

Kenneth V. Domingues
Age 63
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President - Financial Reporting and Accounting Standards since January 1995

Senior Vice President, Franklin Resources, Inc., Franklin Advisers, Inc., and
Franklin Templeton Distributors, Inc.; officer and/or director, as the case may
be, of other subsidiaries of Franklin Resources, Inc.; and officer and/or
managing general partner, as the case may be, of 37 of the investment companies
in the Franklin Group of Funds.

Martin L. Flanagan
Age 35
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President and Chief Financial Officer since January 1995

Senior Vice President, Chief Financial Officer and Treasurer, Franklin
Resources, Inc.; Executive Vice President, Templeton Worldwide, Inc.; Senior
Vice President and Treasurer, Franklin Advisers, Inc. and Franklin Templeton
Distributors, Inc.; Senior Vice President, Franklin/Templeton Investor Services,
Inc.; officer of most other subsidiaries of Franklin Resources, Inc.; and
officer, director and/or trustee of 61 of the investment companies in the
Franklin Templeton Group of Funds.

Name, Age, Address, and Five-Year Business Experience
Deborah R. Gatzek
Age 47
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President since 1992 and Secretary since 1989

Senior Vice President and General Counsel, Franklin Resources, Inc.; Senior Vice
President, Franklin Templeton Distributors, Inc.; Vice President, Franklin
Advisers, Inc. and officer of 61 of the investment companies in the Franklin
Templeton Group of Funds.

Charles E. Johnson
Age 39
500 East Broward Blvd.
Fort Lauderdale, FL 33394-3091
Vice President since 1989

Senior Vice President and Director, Franklin Resources, Inc ; Senior Vice
President, Franklin Templeton Distributors, Inc.; President and Director,
Templeton Worldwide, Inc. and Franklin Institutional Services Corporation;
officer and/or director, as the case may be, of some of the subsidiaries of
Franklin Resources, Inc. and officer and/or director or trustee, as the case may
be, of 40 of the investment companies in the Franklin Templeton Group of Funds.

Gregory E. Johnson
Age 34
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President since 1989

President, Franklin Templeton Distributors, Inc.; Vice President, Franklin
Resources, Inc. and Franklin Advisers, Inc.; employee of Franklin Resources,
Inc. and its subsidiaries in administrative and portfolio management capacities
since 1986, and officer of one investment company in the Franklin Group of
Funds.

Diomedes Loo-Tam
Age 57
777 Mariners Island Blvd.
San Mateo, CA 94404
Treasurer and Principal Accounting Officer since January 1995

Employee of Franklin Advisers, Inc.; and officer of 37 of the investment
companies in the Franklin Group of Funds.

Edward V. McVey
Age 58
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President since 1989

Senior Vice President/National Sales Manager, Franklin Templeton Distributors,
Inc.; and officer of 32 of the investment companies in the Franklin Group of
Funds.






Name, Age, Address, and Five-Year Business Experience

R. Martin Wiskemann
Age 69
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President since 1989

Senior Vice President, Portfolio Manager and Director, Franklin Advisers, Inc.;
Senior Vice President, Franklin Management, Inc.; Vice President, Treasurer and
Director, ILA Financial Services, Inc. and Arizona Life Insurance Company of
America; and officer and/or director, as the case may be, of 21 of the
investment companies in the Franklin Group of Funds.

All officers serve at the pleasure of the Board.

On April 30, 1996, the Trustees and officers as a group beneficially owned less
than 1% of the Fund's outstanding Shares. Certain Trustees own shares in various
other funds in the Franklin Templeton Group of Funds. Charles E. Johnson and
Gregory E. Johnson are the sons and nephews, respectively, of Charles B. Johnson
and Rupert H. Johnson, Jr., who are brothers.

Shareholders are entitled to one vote per Share. All voting rights are
non-cumulative, which means that the holders of more than 50% of the Shares
voting for the election of Trustees can elect 100% of such Trustees if they
choose to do so, and in such event, the holders of the remaining Shares so
voting will not be able to elect any Trustees.

                         PROPOSAL 2: TO RATIFY OR REJECT
                      THE SELECTION OF INDEPENDENT AUDITORS

Coopers & Lybrand L.L.P. has served as the independent auditors for the Fund
since its inception in 1989. The Board recommends that you vote in favor of the
selection of Coopers & Lybrand L.L.P. as auditors for the Fund for the fiscal
year ending March 31, 1997.

The Board is requesting ratification of its designation of Coopers & Lybrand
L.L.P., Certified Public Accountants, as independent auditors to audit the books
and accounts of the Fund for the fiscal year ending March 31, 1997. The
selection of auditors was approved at a meeting of the Board on March 21, 1996,
and included the favorable vote of a majority of the Trustees who are not
interested persons of the Fund. A representative of Coopers & Lybrand L.L.P. is
not expected to be present at the Meeting. During the fiscal year ended March
31, 1996, the auditing services of Coopers & Lybrand L.L.P. consisted of the
rendering of an opinion on the financial statements of the Fund.

The favorable vote of a majority of the Shares represented at the Meeting, in
person or by proxy, is required to ratify the selection of auditors.

                            PROPOSAL 3: OTHER MATTERS

The Board of the Fund does not intend to bring any matters before the Meeting
other than Proposals 1 and 2 described above and is not aware of any other
matters to be brought before the Meeting or any adjournments thereof by others.
If any matters properly come before the Meeting, it is intended that the
accompanying proxy may be voted on such matters in accordance with the best
judgment of the persons named in said proxy.






In the event that sufficient votes in favor of the Proposals set forth in the
Notice of Annual Meeting of Shareholders are not received by the date of the
Meeting, the proxyholders may propose one or more adjournments of the Meeting
within a reasonable period of time to permit further solicitation of proxies,
even though a quorum is present. Any such adjournment will require the
affirmative vote of a majority of the votes cast on the questions, in person or
by proxy, at the session of the Meeting to be adjourned. The costs of any such
additional solicitation and of any adjourned session will be borne by the Fund.

                                OTHER INFORMATION

The information set out below, while not directly related to the proposals that
you are being asked to consider, is required by the SEC to be included in the
proxy statement. Because the Fund is a closed-end investment company, there are
certain reporting and filing requirements that may arise as described below.

The Manager

Franklin Advisers, Inc. ("Advisers"), 777 Mariners Island Blvd., San Mateo,
California 94404 serves as the Fund's investment manager. Advisers is a
wholly-owned subsidiary of Franklin Resources, Inc. ("Resources"), a publicly
owned holding company, the principal shareholders of which are Charles B.
Johnson and Rupert H. Johnson, Jr., who own approximately 20% and 16%,
respectively, of Resources' outstanding shares. Resources is engaged in various
aspects of the financial services industry through its various subsidiaries.
Advisers acts as investment manager or administrator to 36 U.S. registered
investment companies (119 separate series) with aggregate assets of over $81
billion.

Section 16 of the Securities Exchange Act of 1934, as amended, requires that
trustees or directors, certain officers, and persons who own more than ten
percent of a fund's Shares, as well as a fund's investment adviser and certain
affiliated persons of that investment adviser, file with the SEC and the New
York Stock Exchange reports of their ownership and changes in ownership of such
Shares on Forms 3, 4 and 5. Such filing persons are required by SEC regulations
to furnish to the fund copies of all Forms 3, 4 and 5 that they file.

Based upon a review of these filings and certain written representations from
such persons that no other reports were required to be filed, the Fund believes
that, except as noted, the requirements of Section 16 were met. The Fund notes
that, during the Fund's prior fiscal year, the following persons inadvertently
failed to file, in a timely manner in accordance with Section 16 of the
Securities Exchange Act of 1934, an initial Form 3, due upon becoming an
officer: Martin L. Flanagan, who became Vice President and Chief Financial
Officer of the Fund in January, 1995, and Diomedes Loo-Tam, who became Treasurer
and Principal Accounting Officer of the Fund in January, 1995. Neither Mr.
Flanagan nor Mr. Loo-Tam had any transactions in the Fund.

Shareholder Proposals

The Fund anticipates that its next Annual Meeting will be held in July, 1997.
Any shareholder intending to present any proposal for consideration at the
Fund's next Annual Meeting must, in addition to meeting other applicable
requirements, mail such proposal to the Fund so that it is received at the
Fund's executive offices not less than 120 days in advance of May 30, 1997.


Reports to Shareholders and Financial Statements

The Annual Report to Shareholders of the Fund, including financial statements of
the Fund for the fiscal year ended March 31, 1996, is enclosed with this proxy
statement. Upon request, shareholders may obtain without charge a copy of the
Annual Report by writing the Fund at the address above or calling the Fund at
1-800/DIAL BEN.

                                        Respectfully Submitted,

                                        DEBORAH R. GATZEK
                                        Secretary

Dated: May 30, 1996
San Mateo, California

SHAREHOLDERS WHO ARE UNABLE TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO
FILL IN, DATE AND SIGN THE PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED PREPAID
ENVELOPE.

WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, GIVE
YOUR FULL TITLE AS SUCH. WHERE STOCK IS HELD JOINTLY, BOTH SIGNATURES ARE
REQUIRED.




PROXY
                         FRANKLIN MULTI-INCOME TRUST

                ANNUAL MEETING OF SHAREHOLDERS - JULY 11, 1996

    The  undersigned  hereby  revokes all previous  proxies for his shares and
appoints Harmon E. Burns, Rupert H. Johnson,  Jr., Deborah R. Gatzek and Larry
L. Greene,  and each of them,  proxies of the  undersigned  with full power of
substitution  to vote all shares of Franklin  Multi-Income  Trust (the "Fund")
which the  undersigned  is entitled to vote at the Fund's Annual Meeting to be
held at 777  Mariners  Island  Blvd.,  San  Mateo,  California  at 10:00  a.m.
Pacific  time  on the  11th  day of  July  1996,  including  any  adjournments
thereof, upon the matters set forth below.

    THIS PROXY IS  SOLICITED  ON BEHALF OF THE BOARD OF  TRUSTEES.  IT WILL BE
VOTED AS SPECIFIED.  IF NO SPECIFICATION IS MADE, THIS PROXY SHALL BE VOTED IN
FAVOR OF EACH LISTED  PROPOSAL  (INCLUDING  ALL  NOMINEES  FOR  TRUSTEES)  AND
WITHIN THE DISCRETION OF THE PROXYHOLDERS AS TO ITEM 3.


                  CONTINUED AND TO BE SIGNED ON REVERSE SIDE

                               SEE REVERSE SIDE

X  PLEASE MARK VOTES AS IN THIS EXAMPLE.

1. Election of Trustees for a three-year term
Nominees: Frank H. Abbott, III, Harris J. Ashton, Gordon S. Macklin

FOR                        WITHHOLD AUTHORITY
ALL NOMINEES               TO VOTE FOR ALL
LISTED ABOVE               NOMINEES LISTED ABOVE

- --------------------------------------
For all nominees except as noted above

    FOR    AGAINST  ABSTAIN

2.  Ratification  of the  selection  of  Coopers & Lybrand  L.L.P.,  Certified
Public  Accountants,  as the independent  auditors for the Fund for the fiscal
year ending March 31, 1997.

GRANT    WITHHOLD

3. To vote upon any other business which may legally come before the meeting.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT


PLEASE  SIGN AND  PROMPTLY  RETURN IN THE  ACCOMPANYING  ENVELOPE.  NO POSTAGE
REQUIRED IF MAILED IN THE U.S.

Note:  please sign exactly as your name  appears on the proxy.  If signing for
estates,  trusts or  corporations,  title or  capacity  should be  stated.  If
shares are held jointly, each holder must sign.

Signature:_____________________      Date:_______________________

Signature:_____________________      Date:_______________________