EX-99.77B ACCT LTTR

Report of Independent Registered
Public Accounting Firm


To the Board of Trustees and
Shareholders of
Franklin Multi-Income Trust:

In planning and performing our
audit of the financial statements
of Franklin Multi Income Trust
(the "Trust") for the year ended
March 31, 2005, we considered its
internal control, including
control activities for
safeguarding securities, in order
to determine our auditing
procedures for the purpose of
expressing our opinion on the
financial statements and to
comply with the requirements of
Form N-SAR, not to provide
assurance on internal control.

The management of the Trust is
responsible for establishing and
maintaining internal control.  In
fulfilling this responsibility,
estimates and judgments by
management are required to assess
the expected benefits and related
costs of controls. Generally,
controls that are relevant to an
audit pertain to the entity's
objective of preparing financial
statements for external purposes
that are fairly presented in
conformity with generally
accepted accounting principles.
Those controls include the
safeguarding of assets against
unauthorized acquisition, use or
disposition.

Because of inherent limitations
in internal control, errors or
fraud may occur and not be
detected.  Also, projection of
any evaluation of internal
control to future periods is
subject to the risk that controls
may become inadequate because of
changes in conditions or that the
effectiveness of their design and
operation may deteriorate.

Our consideration of internal
control would not necessarily
disclose all matters in internal
control that might be material
weaknesses under standards
established by the Public Company
Accounting Oversight Board
(United States).  A material
weakness, for purposes of this
report, is a condition in which
the design or operation of one or
more of the internal control
components does not reduce to a
relatively low level the risk
that misstatements caused by
error or fraud in amounts that
would be material in relation to
the financial statements being
audited may occur and not be
detected within a timely period
by employees in the normal course
of performing their assigned
functions.  However, we noted no
matters involving internal
control and its operation,
including controls for
safeguarding securities, that we
consider to be material
weaknesses as defined above as of
March 31, 2005.

This report is intended solely
for the information and use of
the Board of Trustees, management
and the Securities and Exchange
Commission and is not intended to
be and should not be used by
anyone other than these specified
parties.



PricewaterhouseCoopers, LLP

May 10, 2005

EX-99.77E LEGAL

REGULATORY MATTERS

Investigations and settlements

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, provided documents
and information in response to subpoenas and/or requests for
documents, information and/or testimony. Beginning in August 2004,
the Company entered into settlements with certain of the regulators
and a governmental entity investigating the mutual fund industry
practices noted above. The Company believes that settlement of each
of the matters is in the best interest of the Company and
shareholders of the Franklin, Templeton, and Mutual Series mutual
funds (the "funds").

Two of the settlement agreements, those with the SEC and the CAGO
concerning marketing support payments, provide that the distribution
of settlement monies are to be made to the relevant funds, not to
individual shareholders. 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 were disbursed to the
participating funds and are recorded as other income in the current
period.  The SEC has not yet approved the distribution plan
pertaining to the SEC settlement. When approved, disbursements of
settlement monies under the SEC's settlement will be made promptly
in accordance with the terms and conditions of that order.

Other Legal Proceedings

On April 12, 2005, the Attorney General of West Virginia filed a
complaint in the Circuit Court of Marshall County, West Virginia
against a number of companies engaged in the mutual fund industry,
including Franklin Resources, Inc. and its subsidiary, Franklin
Advisers, Inc., and certain other parties alleging violations of the
West Virginia Consumer Credit and Protection Act and seeking, among
other things, civil penalties and attorneys' fees and costs. To the
extent applicable to the Company, the complaint arises from activity
that occurred in 2001 and duplicates, in whole or in part, the
allegations asserted in the February 4, 2004 Massachusetts
Administrative Complaint concerning one instance of market timing
(the "Administrative Complaint") and the SEC's findings regarding
market timing in its August 2, 2004 Order (the "SEC Order"), both of
which matters were previously reported.

The Company and other funds, and certain current and former officers,
employees, and directors have been named in multiple lawsuits in
different courts 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 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
Administrative Complaint and the SEC's findings regarding market
timing in the SEC Order. 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 marketing support
payments and/or payment of allegedly excessive commissions and/or
advisory or 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 the Fund and other funds.

The Company and fund management strongly believe that the claims made
in each of the lawsuits described above are without merit and intends
to defend against them vigorously. The Company cannot predict with
certainty the eventual outcome of these 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 future financial results. If it is
determined that the Company 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.