2

NAME OF REGISTRANT
Franklin Multi-Income Trust
File No. 811-05873


EXHIBIT ITEM No. 77C: Submission of matters to vote of security
holders.




                   FRANKLIN MULTI-INCOME TRUST

           MINUTES OF THE ANNUAL SHAREHOLDERS' MEETING

                        September 8, 2004



The  Annual Shareholders' Meeting of Franklin Multi-Income  Trust
(the  "Fund") was held on September 8, 2004 at 2:00 p.m.  at  the
offices  of the Fund, One Franklin Parkway, San Mateo, California
94403.

Steven Gray presided at the Meeting as Acting Chairman and Acting
Secretary.   Mr.  Gray  appointed Joyce  L.  Sanns  to  serve  as
Inspector of Election.

The  reading of the "Notice of 2004 Annual Shareholders' Meeting"
dated  August  6, 2004 was waived.  Mr. Gray indicated  that  the
Notice of the Meeting and the accompanying Proxy Statement  would
be entered into the Minutes of the Meeting.

An  alphabetical list of shareholders entitled  to  vote  at  the
Meeting  and  the  proxies  which  had  been  executed   by   the
shareholders  were  then presented.  The  Inspector  of  Election
reported  that  on  the record date, July  8,  2004,  there  were
5,857,600 shares of the Fund issued, outstanding and entitled  to
vote  at  the  Meeting, and that a majority of such  shares  were
represented  by  proxy at the Meeting, and there was  the  quorum
needed to transact the business of the Meeting.

The  Acting  Chairman then called for voting on  the  matter  set
forth in the Proxy Statement.  Ms. Sanns, then reported that  the
proposal passed and the voting was as follows:




1.   Regarding the proposal to elect nominees for Trustees:

                                % of
                  Shares     Outstandin
    Trustees        For          g
                               Shares
  Edward B.    4,983,495.00   85.007%
  Jamieson     6              85.009%
  Charles B.   4,979,498.00   85.035%
  Johnson      6
  Rupert H.    4,980,991.00
  Johnson,     6
  Jr.





There being no further business to come before the Meeting, upon
motion duly made, seconded and carried, the Meeting was
adjourned.



Dated:  September 8, 2004
/s/ Steven Gray____
    Steven Gray

Acting Secretary