FRANKLIN TEMPLETON GROUP
                            777 Mariners Island Boulevard
                             San Mateo, California 94404

September 25, 1996

Filed Via EDGAR (CIK #0000703112)
Securities and Exchange Commission
Filing Desk
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:      FRANKLIN NEW YORK TAX-FREE INCOME FUND, INC. ("Fund")
         File Nos. 2-77880 & 811-3479

Ladies and Gentelemen:

On behalf of the above-referenced Registrant and pursuant to Rule 477 under the
Securities Act of 1933, as amended we desire to withdraw and request the
Commission's consent to the withdrawal of, Post-Effective Amendment No. 16 to
the Registrant's Registration Statement on Form N-1A (the "Amendment"). The
Amendment was filed with the Commission on August 2, 1996 pursuant to Rule
485(a) and Rule 414 under the Securities Act of 1933, as amended, and absent the
withdrawal, will become effective on October 1, 1996.

The filing was made in anticipation of the reorganization of the Franklin New
York Tax-Free Income Fund, Inc., a New York corporation, whereby the Fund was
expected to merge into the Franklin New York Tax-Free Income Fund, a Delaware
business trust. Shareholders were expected to approve the reorganization at a
meeting expressly called for that purpose scheduled for September 18, 1996, but
the meeting was adjourned to a later date.

Sincerely yours,

FRANKLIN NEW YORK TAX-FREE INCOME FUND, INC.


/s/Larry L. Greene
Senior Corporate Councel

LLG:ms

cc:      Brian Lorenz, Esq.