SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.)

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
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)

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] No fee required

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 (set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary material.

[ ] 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:

FRANKLIN MULTI-INCOME TRUST
IMPORTANT SHAREHOLDER INFORMATION

We have enclosed important information about your Fund's annual shareholders'
meeting scheduled for Tuesday, September 10, 2002 at 2:00 p.m. Pacific time.
These materials discuss the Proposal to be voted on at the meeting, and contain
your proxy statement and proxy card. A proxy card is, in essence, a ballot. When
you vote your proxy, it tells us how you wish to vote on important issues
relating to your Fund. If you complete and sign the proxy, we'll vote it exactly
as you tell us. If you simply sign the proxy, your proxy will be voted in
accordance with the Trustees' recommendation on page 1 of the proxy statement.

WE URGE YOU TO SPEND A FEW MINUTES REVIEWING THE PROPOSAL IN THE PROXY
STATEMENT. THEN, PLEASE FILL OUT AND SIGN THE PROXY CARD AND RETURN IT TO US SO
THAT WE KNOW HOW YOU WOULD LIKE TO VOTE. WHEN SHAREHOLDERS RETURN THEIR PROXIES
PROMPTLY, THE FUND MAY BE ABLE TO SAVE MONEY BY NOT HAVING TO CONDUCT ADDITIONAL
MAILINGS.

WE WELCOME YOUR COMMENTS. IF YOU HAVE ANY QUESTIONS, CALL FUND INFORMATION AT
1-800/DIAL BEN(R) (1-800/342-5236).

TELEPHONE AND INTERNET VOTING

FOR YOUR CONVENIENCE, YOU MAY BE ABLE TO VOTE BY TELEPHONE OR THROUGH THE
INTERNET, 24 HOURS A DAY. IF YOUR ACCOUNT IS ELIGIBLE, A CONTROL NUMBER AND
SEPARATE INSTRUCTIONS ARE ENCLOSED.

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FRANKLIN MULTI-INCOME TRUST
NOTICE OF 2002 ANNUAL SHAREHOLDERS' MEETING

The Annual Shareholders' Meeting (the "Meeting") of Franklin Multi-Income Trust
(the "Fund") will be held at the Fund's offices, One Franklin Parkway, San
Mateo, California 94403, on Tuesday, September 10, 2002 at 2:00 p.m. Pacific
time.

During the Meeting, shareholders of the Fund will vote on the following
Proposal:

o The election of Frank H. Abbott, III, Harris J. Ashton, and
Gordon S. Macklin as Trustees of the Fund.

The Board of Trustees has fixed July 2, 2002, as the record date for the
determination of shareholders entitled to vote at the Meeting.

By Order of the Board of Trustees,
Murray L. Simpson
SECRETARY

San Mateo, California
Dated: July 31, 2002

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PLEASE SIGN AND PROMPTLY RETURN YOUR PROXY CARD IN THE SELF-ADDRESSED
ENVELOPE REGARDLESS OF THE NUMBER OF SHARES YOU OWN.
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FRANKLIN MULTI-INCOME TRUST

PROXY STATEMENT

INFORMATION ABOUT VOTING:

WHO IS ELIGIBLE TO VOTE?

Shareholders of record at the close of business on July 2, 2002 are entitled
to be present and to vote at the Meeting or any adjourned meeting. Each share
of record is entitled to one vote, and each fractional share is entitled to a
proportional fractional vote, on each matter presented at the Meeting. The
Notice of Meeting, the proxy card, and the proxy statement were mailed to
shareholders of record on or about July 31, 2002.

ON WHAT ISSUE AM I BEING ASKED TO VOTE?

You are being asked to vote on one Proposal:

o To elect three nominees to the position of Trustee.

HOW DO THE FUND'S TRUSTEES RECOMMEND THAT I VOTE?

The Trustees unanimously recommend that you vote FOR the election of the
three nominees as Trustees.

HOW DO I ENSURE THAT MY VOTE IS ACCURATELY RECORDED?

You may attend the Meeting and vote in person or you may complete and return
the enclosed proxy card. If you are eligible to vote by telephone or through
the Internet, a control number and separate instructions are enclosed.

Proxy cards that are properly signed, dated and received at or prior to the
Meeting will be voted as specified. If you specify a vote for the Proposal,
your proxy will be voted as you indicate. If you simply sign and date the
proxy card, but don't specify a vote for the Proposal, your shares will be
voted IN FAVOR of the nominees for Trustee.

MAY I REVOKE MY PROXY?

You may revoke your proxy at any time before it is voted by forwarding a
written revocation or a later-dated proxy to the Fund that is received by the
Fund at or prior to the Meeting, or by attending the Meeting and voting in
person.

THE PROPOSAL: ELECTION OF TRUSTEES

HOW ARE NOMINEES SELECTED?

The Board of Trustees of the Fund (the "Board" or the "Trustees") has a
Nominating Committee (the "Committee") consisting of Frank H. Abbott, III,
Harris J. Ashton, Robert F. Carlson, S. Joseph Fortunato, Frank W.T. LaHaye
and Gordon S. Macklin, Chairman, none of whom is an "interested person" as
defined by the Investment Company Act of 1940, as amended. Trustees who are
not interested persons of the Fund are referred to as "Independent Trustees."
The Committee is responsible for the selection and nomination of candidates
to serve as Trustee of the Fund. The Committee will review shareholders'
nominations to fill vacancies on the Board if these nominations are submitted
in writing and addressed to the Committee at the Fund's offices. However, the
Committee expects to be able to identify from its own resources an ample
number of qualified candidates.

WHO ARE THE NOMINEES AND CURRENT MEMBERS OF THE BOARD OF TRUSTEES?

The Board of Trustees (the "Board") is divided into three classes, each class
having a term of three years. Each year the term of office of one class
expires. This year, the terms of three Trustees expire. Frank H. Abbott, III,
Harris J. Ashton, and Gordon S. Macklin have been nominated for three-year
terms, set to expire at the 2005 Annual Shareholders' Meeting. These terms
continue, however, until successors are duly elected and qualified to serve.
All of the nominees are currently members of the Board. In addition, all of
the current nominees and the Trustees are also directors and/or trustees of
other investment companies in Franklin Templeton Investments.

Certain Trustees of the Fund hold director and/or officer positions with
Franklin Resources, Inc. ("Resources") and its affiliates. Resources is a
publicly owned holding company, the principal shareholders of which are
Charles B. Johnson and Rupert H. Johnson, Jr., who own approximately 17.7%
and 14.6%, respectively, of its outstanding shares. Resources is primarily
engaged, through its various subsidiaries, in providing investment
management, share distribution, transfer agent and administrative services
to Franklin Templeton Investments. Resources is a New York Stock Exchange,
Inc. ("NYSE") listed holding company (NYSE: BEN). Charles B. Johnson,
Chairman of the Board and Trustee of the Fund, and Rupert H. Johnson, Jr.,
Senior Vice President and Trustee of the Fund, who are brothers, are the
father and uncle, respectively, of Charles E. Johnson, Vice President of
the Fund, and Gregory E. Johnson, Vice President of the Fund.

Each nominee is currently eligible and has consented to serve if elected. If
any of the nominees should become unavailable, the persons named in the proxy
card will vote in their discretion for another person or persons who may be
nominated as Trustees.

Listed below, for each nominee and Trustee, is a brief description of recent
professional experience, ownership of shares of the Fund and shares of all
funds in Franklin Templeton Investments.

NOMINEES FOR INDEPENDENT TRUSTEE TO SERVE UNTIL 2005 ANNUAL SHAREHOLDERS'
MEETING:

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NUMBER
OF
PORTFOLIOS
IN FUND
COMPLEX
LENGTH OVERSEEN OTHER
NAME, AGE OF TIME BY BOARD DIRECTORSHIPS
AND ADDRESS POSITION SERVED MEMBER* HELD
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FRANK H. Trustee Since 105 None
ABBOTT, III 1989
(81)
One Franklin
Parkway
San Mateo,
CA 94403-1906
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PRINCIPAL OCCUPATION DURING PAST 5 YEARS: President and Director, Abbott
Corporation (an investment company); and FORMERLY, Director, MotherLode Gold
Mines Consolidated (gold mining) (until 1996) and Vacu-Dry Co. (food processing)
(until 1996).
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HARRIS J. Trustee Since 133 Director, RBC
ASHTON (70) 1989 Holdings, Inc.
One Franklin (bank holding
Parkway company) and
San Mateo, Bar-S Foods
CA 94403-1906 (meat packing
company).
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PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director of various companies; and
FORMERLY, President, Chief Executive Officer and Chairman of the Board, General
Host Corporation (nursery and craft centers) (until 1998).
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GORDON S. Trustee Since 133 Director, White
MACKLIN (74) 1992 Mountains
One Franklin Insurance Group,
Parkway Ltd. (holding
San Mateo, company); Martek
CA 94403-1906 Biosciences
Corporation;
WorldCom, Inc.
(communications
services);
MedImmune, Inc.
(biotechnology);
Overstock.com
(Internet
services); and
Spacehab, Inc.
(aerospace
services).
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PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Deputy Chairman, White Mountains Insurance Group, Ltd. (holding company); and
FORMERLY, Chairman, White River Corporation (financial services) (until 1998)
and Hambrecht & Quist Group (investment banking) (until 1992); and President,
National Association of Securities Dealers, Inc. (until 1987).
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INDEPENDENT TRUSTEES SERVING UNTIL 2003 ANNUAL SHAREHOLDERS' MEETING:

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NUMBER
OF
PORTFOLIOS
IN FUND
COMPLEX
LENGTH OVERSEEN OTHER
NAME, AGE OF TIME BY BOARD DIRECTORSHIPS
AND ADDRESS POSITION SERVED MEMBER* HELD
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ROBERT F. Trustee Since 41 None
CARLSON (74) 2000
One Franklin
Parkway
San Mateo,
CA 94403-1906
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PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice President and past President,
Board of Administration, California Public Employees Retirement Systems
(CALPERS); and FORMERLY, member and Chairman of the Board, Sutter Community
Hospitals; member, Corporate Board, Blue Shield of California; and Chief
Counsel, California Department of Transportation.
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S. JOSEPH Trustee Since 134 None
FORTUNATO 1989
(70)
One Franklin
Parkway
San Mateo,
CA 94403-1906
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PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Member of the law firm of Pitney, Hardin, Kipp & Szuch.
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FRANK W.T. Trustee Since 105 Director, The
LAHAYE (73) 1989 California
One Franklin Center for Land
Parkway Recycling
San Mateo, (redevelopment).
CA 94403-1906
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PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
General Partner, Las Olas L.P. (Asset Management); and formerly, Chairman,
Peregrine Venture Management Company (venture capital).
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INTERESTED TRUSTEES SERVING UNTIL THE 2004 ANNUAL SHAREHOLDERS' MEETING:

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NUMBER
OF
PORTFOLIOS
IN FUND
COMPLEX
LENGTH OVERSEEN OTHER
NAME, AGE OF TIME BY BOARD DIRECTORSHIPS
AND ADDRESS POSITION SERVED MEMBER* HELD
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EDWARD B. Trustee and Since 8 None
JAMIESON (54) President 1993
One Franklin
Parkway
San Mateo,
CA 94403-1906
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PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Executive Vice President and Portfolio Manager, Franklin Advisers, Inc.; and
officer of other subsidiaries of Franklin Resources, Inc. and of 5 of the
investment companies in Franklin Templeton Investments.
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**CHARLES B. Trustee and Trustee 133 None
JOHNSON (69) Chairman of since
One Franklin the Board 1989
Parkway and
San Mateo, Chairman
CA 94403-1906 of the
Board
since
1993
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PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Chairman of the Board, Chief Executive Officer, Member - Office of the Chairman
and Director, Franklin Resources, Inc.; Vice President, Franklin Templeton
Distributors, Inc.; Director, Fiduciary Trust Company International; officer
and/or director or trustee, as the case may be, of some of the other
subsidiaries of Franklin Resources, Inc.; and officer of 48 of the investment
companies in Franklin Templeton Investments.
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**RUPERT H. Trustee and Trustee 117 None
JOHNSON, JR. Senior Vice since
(61) President 1989 and
One Franklin Senior
Parkway Vice
San Mateo, President
CA 94403-1906 since
1992
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PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Vice Chairman, Member - Office of the Chairman and Director, Franklin Resources,
Inc.; Vice President and Director, Franklin Templeton Distributors, Inc.;
Director, Franklin Advisers, Inc. and Franklin Investment Advisory Services,
Inc.; Senior Vice President, Franklin Advisory Services, LLC; officer and/or
director or trustee, as the case may be, of some of the other subsidiaries of
Franklin Resources, Inc.; and officer of 51 of the investment companies in
Franklin Templeton Investments.
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*We base the number of portfolios on each separate series of the registered
investment companies comprising the Franklin Templeton Investments fund complex.
These portfolios have a common investment adviser or affiliated investment
advisers.

**Charles B. Johnson and Rupert H. Johnson, Jr. are considered interested
persons of the Trust under the federal securities laws due to their positions
as officers and directors and major shareholders of Franklin Resources, Inc.,
which is the parent company of the Trust's adviser and distributor. Edward
B. Jamieson is considered an interested person of the Trust under the federal
securities laws due to his position as Executive Vice President of Franklin
Advisers, Inc., which is the Trust's adviser.

Board members historically have followed a policy of having substantial
investments in one or more of the funds in Franklin Templeton Investments, as is
consistent with their individual financial goals. In February 1998, this policy
was formalized through adoption of a requirement that each board member invest
one-third of fees received for serving as a director or trustee of a Templeton
fund in shares of one or more Templeton funds and one-third of fees received for
serving as a director or trustee of a Franklin fund in shares of one or more
Franklin funds until the value of such investments equals or exceeds five times
the annual fees paid such board member. Investments in the name of family
members or entities controlled by a board member constitute fund holdings of
such board member for purposes of this policy, and a three year phase-in period
applies to such investment requirements for newly elected board members. In
implementing such policy, a board member's fund holdings existing on February
27, 1998, were valued as of such date with subsequent investments valued at
cost.

The following tables provide the dollar range of the equity securities of
the Fund and of funds in Franklin Templeton Investments beneficially owned by
the Fund's Trustees as of June 30, 2002.

INDEPENDENT TRUSTEES

AGGREGATE DOLLAR RANGE OF
SECURITIES IN ALL FUNDS
DOLLAR RANGE OF OVERSEEN BY THE TRUSTEE
EQUITY SECURITIES IN THE FRANKLIN TEMPLETON
NAME OF TRUSTEE IN THE FUND INVESTMENTS FUND COMPLEX
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Frank H. Abbott, III None Over $100,000

Harris J. Ashton $1 - $10,000 Over $100,000

Robert F. Carlson None Over $100,000

S. Joseph Fortunato $1 - $10,000 Over $100,000

Frank W.T. LaHaye $1 - $10,000 Over $100,000

Gordon S. Macklin $10,001 - $50,000 Over $100,000

INTERESTED TRUSTEES

Edward B. Jamieson None Over $100,000

Charles B. Johnson $50,001 to $100,000 Over $100,000

Rupert H. Johnson $1 - $10,000 Over $100,000

HOW OFTEN DO THE TRUSTEES MEET AND WHAT ARE THEY PAID?

The role of the Trustees is to provide general oversight of the Fund's
business, and to ensure that the Fund is operated for the benefit of
shareholders. The Trustees anticipate meeting at least 11 times during the
current fiscal year to review the operations of the Fund and the Fund's
investment performance. The Trustees also oversee the services furnished to
the Fund by Franklin Advisers, Inc., the Fund's investment manager (the
"Investment Manager"), and various other service providers. The Fund pays the
Independent Trustees $60 per month plus $40 per meeting attended. Board
members who serve on the Audit Committee of the Fund and other funds in
Franklin Templeton Investments receive a flat fee of $2,000 per committee
meeting attended, a portion of which is allocated to the Fund. Members of a
committee are not separately compensated for any committee meeting held on
the day of a Board meeting. Fees payable by the Fund to certain Trustees are
subject to reduction resulting from fee caps adopted by the boards in
Franklin Templeton Investments limiting the total amount of fees payable to
trustees who serve on other boards within Franklin Templeton Investments.

During the fiscal year ended March 31, 2002, there were 10 meetings of the
Board, three meetings of the Audit Committee, and one meeting of the
Nominating Committee. Each of the Trustees attended at least 75% of the total
number of meetings of the Board. There was 100% attendance at two of the
meetings of the Audit Committee and a quorum was present at the third meeting
of the Audit Committee. There was 100% attendance at the meeting of the
Nominating Committee.

Certain Trustees and Officers of the Fund are shareholders of Resources and
may be deemed to receive indirect remuneration due to their participation in
the management fees and other fees received from Franklin Templeton
Investments by the Investment Manager and its affiliates. The Investment
Manager or its affiliates pay the salaries and expenses of the Officers. No
pension or retirement benefits are accrued as part of Fund expenses.

NUMBER OF BOARDS
TOTAL FEES WITHIN FRANKLIN
AGGREGATE RECEIVED FROM TEMPLETON
COMPENSATION FRANKLIN INVESTMENTS ON
FROM THE TEMPLETON WHICH EACH TRUSTEE
NAME OF TRUSTEE FUND* INVESTMENTS** SERVES***
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Frank H. Abbott, III $2,992 $163,675 28
Harris J. Ashton 940 353,221 48
Robert F. Carlson 3,160 93,240 12
S. Joseph Fortunato 880 352,380 49
Frank W.T. LaHaye 2,992 154,197 28
Gordon S. Macklin 940 353,221 48

*For the fiscal year ended March 31, 2002.
**For the calendar year ended December 31, 2001.
***We base the number of boards on the number of registered investment
companies in Franklin Templeton Investments. This number does not include the
total number of series or funds within each investment company for which the
Board members are responsible.

The table above indicates the total fees paid to Independent Trustees by the
Fund individually and then by all of the funds in Franklin Templeton
Investments. These Trustees also serve as directors or trustees of other
investment companies in Franklin Templeton Investments, many of which hold
meetings at different dates and times. The Trustees and the Fund's management
believe that having the same individuals serving on the boards of many of the
funds in Franklin Templeton Investments enhances the ability of each fund to
obtain, at a relatively modest cost to each separate fund, the services of
high caliber, experienced and knowledgeable Independent Trustees who can more
effectively oversee the management of the funds.

WHO ARE THE EXECUTIVE OFFICERS OF THE FUND?

Officers of the Fund are appointed by the Trustees and serve at the pleasure
of the Board. Listed below, for each Executive Officer, is a brief
description of recent professional experience.

LENGTH
NAME, AGE OF TIME
AND ADDRESS POSITION SERVED
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**CHARLES B. Trustee and Trustee
JOHNSON Chairman of since
the Board 1989 and
Chairman
of the
Board
since
1993
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Please refer to the table "Interested Trustees serving until the 2004 Annual
Shareholders' Meeting" for additional information about Mr. Charles B. Johnson.
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EDWARD B. Trustee and Since
JAMIESON President 1993
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Please refer to the table "Interested Trustees serving until the 2004 Annual
Shareholders' Meeting" for additional information about Mr. Edward B. Jamieson.
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RUPERT H. Trustee and Trustee
JOHNSON, JR. Senior Vice since
President 1989
and
Senior
Vice
President
since
1992
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Please refer to the table "Interested Trustees serving until the 2004 Annual
Shareholders' Meeting" for additional information about Mr. Rupert H. Johnson,
Jr.
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HARMON E. Vice Since
BURNS (57) President 1989
One Franklin
Parkway
San Mateo,
CA 94403-1906
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PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Vice Chairman, Member - Office of the Chairman and Director, Franklin Resources,
Inc.; Vice President and Director, Franklin Templeton Distributors, Inc.;
Executive Vice President, Franklin Advisers, Inc.; Director, Franklin Investment
Advisory Services, Inc.; and officer and/or director or trustee, as the case may
be, of some of the other subsidiaries of Franklin Resources, Inc. and of 51 of
the investment companies in Franklin Templeton Investments.
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MARTIN L. Vice Since
FLANAGAN (42) President 1995
One Franklin and Chief
Parkway Financial
San Mateo, Officer
CA 94403-1906
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PRINCIPAL OCCUPATION DURING PAST 5 YEARS: President, Member - Office of the
President, Chief Financial Officer and Chief Operating Officer, Franklin
Resources, Inc.; Senior Vice President and Chief Financial Officer, Franklin
Mutual Advisers, LLC; Executive Vice President, Chief Financial Officer and
Director, Templeton Worldwide, Inc.; Executive Vice President and Chief
Operating Officer, Templeton Investment Counsel, LLC; Executive Vice President
and Director, Franklin Advisers, Inc.; Executive Vice President, Franklin
Investment Advisory Services, Inc. and Franklin Templeton Investor Services,
LLC; Chief Financial Officer, Franklin Advisory Services, LLC; Chairman,
Franklin Templeton Services, LLC; and officer and/or director of some of the
other subsidiaries of Franklin Resources, Inc. and of 52 of the investment
companies in Franklin Templeton Investments.
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EDWARD V. Vice Since
MCVEY (65) President 1989
26335 Carmel
Rancho Blvd.
Carmel, CA
93923
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PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Senior Vice President, Franklin Templeton Distributors, Inc.; Executive Vice
President, Templeton/Franklin Investment Services, Inc.; and officer of 29 of
the investment companies in Franklin Templeton Investments.
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CHARLES E. Vice Since
JOHNSON (46) President 1989
One Franklin
Parkway
San Mateo,
CA 94403-1906
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PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
President, Member - Office of the President and Director, Franklin Resources,
Inc.; Senior Vice President, Franklin Templeton Distributors, Inc.; President
and Director, Templeton Worldwide, Inc. and Franklin Advisers, Inc.; Chairman
of the Board, President and Director, Franklin Investment Advisory Services,
Inc.; and officer and/or director of some of the other subsidiaries of Franklin
Resources, Inc. and of 34 of the investment companies in Franklin Templeton
Investments.
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GREGORY E. Vice Since
JOHNSON (41) President 1989
One Franklin
Parkway
San Mateo,
CA 94403-1906
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PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
President, Member - Office of the President, Franklin Resources, Inc.; Chairman
of the Board and Director, Franklin Templeton Distributors, Inc.; President,
Franklin Agency, Inc.; Vice President, Franklin Advisers, Inc.; Director,
Fiduciary Trust Company International; officer and/or director of some of the
other subsidiaries of Franklin Resources, Inc.; and officer of two of the
investment companies in Franklin Templeton Investments.
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MURRAY L. Vice Since
SIMPSON (65) President 2000
One Franklin and
Parkway Secretary
San Mateo,
CA 94403-1906
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PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Executive Vice President and General Counsel, Franklin Resources, Inc.; officer
and/or director of some of the subsidiaries of Franklin Resources, Inc.; officer
of 53 of the investment companies in Franklin Templeton Investments; and
FORMERLY, Chief Executive Officer and Managing Director, Templeton Franklin
Investment Services (Asia) Limited (until 2000); and Director, Templeton Asset
Management Ltd. (until 1999).
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- -------------------------------------------------------------------------------
BARBARA J. Vice Since
GREEN (54) President 2000
One Franklin
Parkway
San Mateo,
CA 94403-1906
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PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Vice President and Deputy General Counsel, Franklin Resources, Inc.; and Senior
Vice President, Templeton Worldwide, Inc. and officer of one of the other
subsidiaries of Franklin Resources, Inc., and of 53 of the investment companies
in Franklin Templeton Investments; and FORMERLY, Deputy Director, Division of
Investment Management, Executive Assistant and Senior Advisor to the Chairman,
Counselor to the Chairman, Special Counsel and Attorney Fellow, U.S. Securities
and Exchange Commission (1986-1995); Attorney, Rogers & Wells (until 1986); and
Judicial Clerk, U.S. District Court (District of Massachusetts) (until 1979).
- -------------------------------------------------------------------------------
DAVID P. Vice Since
GOSS (55) President 2000
One Franklin
Parkway
San Mateo,
CA 94403-1906
- -------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Associate General Counsel, Franklin Resources, Inc.; President, Chief Executive
Officer and Director, Property Resources, Inc. and Franklin Properties, Inc.;
officer and/or director of some of the other subsidiaries of Franklin Resources,
Inc.; officer of 53 of the investment companies in Franklin Templeton
Investments; and FORMERLY, President, Chief Executive Officer and Director,
Property Resources Equity Trust (until 1999) and Franklin Select Realty Trust
(until 2000).
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- -------------------------------------------------------------------------------
KIMBERLEY Treasurer Since
MONASTERIO and 2000
(38) Principal
One Franklin Accounting
Parkway Officer
San Mateo,
CA 94403-1906
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PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Senior Vice President, Franklin Templeton Services, LLC; and officer of 34 of
the investment companies in Franklin Templeton Investments.
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INFORMATION ABOUT THE FUND

THE INVESTMENT MANAGER. The Investment Manager is Franklin Advisers, Inc.
("Advisers"), whose principal address is One Franklin Parkway, San Mateo,
California 94403. Advisers is a wholly owned subsidiary of Resources.

THE FUND ADMINISTRATOR. The administrator of the Fund is Franklin Templeton
Services, Inc. ("FT Services"), whose principal address is also One Franklin
Parkway, San Mateo, CA 94403. Under an agreement with Advisers, FT Services
performs certain administrative functions, such as portfolio recordkeeping,
for the Fund. FT Services is a wholly owned subsidiary of Resources.

THE TRANSFER AGENT. The transfer agent, registrar and dividend disbursement
agent for the Fund is PFPC, Inc., P.O. Box 8030, Boston, MA 02266-8030.

THE CUSTODIAN. Bank of New York, Mutual Funds Division, 90 Washington Street,
New York, NY 10286, acts as custodian of the Fund's securities and other
assets.

REPORTS TO SHAREHOLDERS AND FINANCIAL STATEMENTS. The Fund's last audited
financial statements and annual report, dated March 31, 2002, are available
free of charge. To obtain a copy, please call 1-800/DIAL BEN(R) or forward a
written request to Franklin/Templeton Investor Services, Inc., P.O. Box
997151, Sacramento, CA 95899-9983.

PRINCIPAL SHAREHOLDERS. As of July 2, 2002, the Fund had 5,857,600.000 shares
outstanding and total net assets of $41,234,994.60. The Fund's shares are
listed on the NYSE (symbol: FMI). From time to time, the number of shares
held in "street name" accounts of various securities dealers for the benefit
of their clients may exceed 5% of the total shares outstanding. To the
knowledge of the Fund's management, as of July 2, 2002, there were no other
entities holding beneficially or of record more than 5% of the Fund's
outstanding shares.

In addition, to the knowledge of the Fund's management, as of July 2, 2002,
no Trustee of the Fund owned 1% or more of the outstanding shares of the
Fund, and the Officers and Trustees of the Fund owned, as a group, less than
1% of the outstanding shares of the Fund.

AUDIT COMMITTEE

The Board has a standing Audit Committee consisting of Messrs. LaHaye
(Chairman), Abbott and Carlson, all of whom are Independent Trustees and also
are considered to be "independent" as that term is defined by the NYSE's
listing standards. The Audit Committee reviews the maintenance of the Fund's
records and the safekeeping arrangements of the Fund's custodian, reviews
both the audit and non-audit work of the Fund's independent auditors, and
submits a recommendation to the Board as to the selection of independent
auditors.

SELECTION OF INDEPENDENT AUDITORS. Upon the recommendation of the Audit
Committee, the Board selected the firm of PricewaterhouseCoopers LLP ("PwC")
as independent auditors of the Fund for the current fiscal year.
Representatives of PwC are not expected to be present at the Meeting, but
will have the opportunity to make a statement if they wish, and will be
available should any matter arise requiring their presence.

AUDIT FEES. The aggregate fees paid to PwC in connection with the annual
audit of the Fund's financial statements for the fiscal year ended March 31,
2002 were $30,775.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. PwC did not
render any services with respect to financial information systems design and
implementation during the calendar year ended December 3l, 2002 to the Fund
or entities affiliated with the Fund that provide services to the Fund.

ALL OTHER FEES. There were no aggregate fees billed for all other non-audit
services, including fees for tax-related services, rendered by PwC to the
Fund or entities affiliated with the Fund that provide services to the Fund
for the fiscal year ended March 31, 2002.

AUDIT COMMITTEE REPORT. The Fund's Board of Trustees has adopted and approved
a formal written charter for the Audit Committee, which sets forth the Audit
Committee's responsibilities. A copy of the charter is attached as "Appendix
A" to this proxy statement.

As required by the charter, the Audit Committee reviewed the Fund's audited
financial statements and met with management, as well as with PwC, the Fund's
independent auditors, to discuss the financial statements.

The Audit Committee received the written disclosures and the letter from PwC
required by Independence Standards Board No. 1. The Audit Committee also
received the report of PwC regarding the results of their audit. In
connection with their review of the financial statements and the auditors'
report, the members of the Audit Committee discussed with a representative of
PWC, the independence of PwC, as well as the following: the auditors'
responsibilities in accordance with generally accepted auditing standards;
the auditors' responsibilities for information prepared by management that
accompanies the Fund's audited financial statements and any procedures
performed and the results; the initial selection of, and whether there were
any changes in, significant accounting policies or their application;
management's judgments and accounting estimates; whether there were any
significant audit adjustments; whether there were any disagreements with
management; whether there was any consultation with other accountants;
whether there were any major issues discussed with management prior to the
auditors' retention; whether the auditors encountered any difficulties in
dealing with management in performing the audit; and the auditors' judgments
about the quality of the company's accounting principles.

Based on its discussions with management and the Fund's auditors, the Audit
Committee did not become aware of any material misstatements or omissions in
the financial statements.

Accordingly, the Audit Committee recommended to the Board of Trustees that
the audited financial statements be included in the Fund's Annual Report to
Shareholders for the fiscal year ended March 31, 2002 for filing with the
U.S. Securities and Exchange Commission.

AUDIT COMMITTEE
Frank W.T. LaHaye (Chairman)
Frank H. Abbott, III
Robert F. Carlson

FURTHER INFORMATION ABOUT VOTING AND THE MEETING

SOLICITATION OF PROXIES. Your vote is being solicited by the Board. The cost
of soliciting these proxies will be borne by the Fund. The Fund reimburses
brokerage firms and others for their expenses in forwarding proxy material to
the beneficial owners and soliciting them to execute their proxies. The Fund
expects that the solicitation will be primarily by mail, but also may include
telephone, telecopy or oral solicitations. The Fund does not reimburse
Trustees and Officers of the Fund, or regular employees and agents of the
Investment Manager involved in the solicitation of proxies. The Fund intends
to pay all costs associated with the solicitation and the Meeting.

VOTING BY BROKER-DEALERS. The Fund expects that, before the Meeting,
broker-dealer firms holding shares of the Fund in "street name" for their
customers will request voting instructions from their customers and
beneficial owners. If these instructions are not received by the date
specified in the broker-dealer firms' proxy solicitation materials, the Fund
understands that NYSE Rules permit the broker-dealers to vote on the Proposal
to be considered at the Meeting on behalf of their customers and beneficial
owners. Certain broker-dealers may exercise discretion over shares held in
their name for which no instructions are received by voting those shares in
the same proportion as they vote shares for which they received instructions.

QUORUM. Forty percent of the shares entitled to vote - present in person or
represented by proxy - constitutes a quorum at the Meeting. The shares over
which broker-dealers have discretionary voting power, the shares that
represent "broker non-votes" (i.e., shares held by brokers or nominees as to
which (i) instructions have not been received from the beneficial owners or
persons entitled to vote and (ii) the broker or nominee does not have
discretionary voting power on a particular matter), and the shares whose
proxies reflect an abstention on any item are all counted as shares present
and entitled to vote for purposes of determining whether the required quorum
of shares exists.

REQUIRED VOTE. Provided that a quorum is present, the Proposal to elect
Trustees requires that the three nominees receiving the greatest number of
votes be elected. 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 voting will not be able to elect any
Trustees.

Abstentions and broker non-votes will be treated as votes present at the
meeting, but will not be treated as votes cast. Abstentions and broker
non-votes, therefore, will not be counted for purposes of obtaining approval
of the Proposal.

ADJOURNMENT. In the event that a quorum is not present at the Meeting, the
Meeting may be adjourned to permit further solicitation of proxies. In the
event that a quorum is present, but sufficient votes have not been received
to elect three trustees, the persons named as proxies may propose one or more
adjournments of the Meeting to permit the further solicitation of proxies for
a period or periods of not more than 60 days in the aggregate. The persons
named as proxies will vote in their discretion on questions of adjournment
those shares for which proxies have been received that grant discretionary
authority to vote on matters that may properly come before the Meeting.

SHAREHOLDER PROPOSALS. The Fund anticipates that its next annual meeting will
be held in September, 2003. Shareholder proposals to be presented at the next
annual meeting must be received at the Fund's offices, One Franklin Parkway,
San Mateo, California 94403, Attention: Secretary no later than April 2,
2003, in order to be included in the Fund's proxy statement and proxy card
relating to that meeting and presented at that meeting. Submission of a
proposal by a shareholder does not guarantee that the proposal will be
included in the proxy statement. A shareholder who wishes to make a proposal
at the 2003 Annual Shareholders' Meeting without including the proposal in
the Fund's proxy statement should notify the Fund at the Fund's offices, of
such proposal by June 16, 2003. If a shareholder fails to give notice by this
date, then the persons named as proxies in the proxies solicited by the Board
for the 2003 Annual Shareholders' Meeting may exercise discretionary voting
power with respect to any such proposal.

No business other than the matters described above is expected to come before
the Meeting, but should any other matter requiring a vote of shareholders
arise, including any question as to an adjournment or postponement of the
Meeting, the persons named on the enclosed proxy card will vote on such
matters in accordance with the views of management.

By order of the Board of Trustees,
Murray L. Simpson
SECRETARY
Dated: July 31, 2002
San Mateo, California

APPENDIX A

AUDIT COMMITTEE CHARTER
FOR FRANKLIN UNIVERSAL TRUST AND
FRANKLIN MULTI-INCOME TRUST

1. The Audit Committee for Franklin Multi-Income Trust and Franklin Universal
Trust (the "Funds") shall be composed entirely of independent directors and
shall consist of not less than three such directors. Independent Directors
shall mean non-interested directors/trustees as defined in the Investment
Company Act of 1940 (the "Act") and who meet the requirements of
Independence provided in Section 303 of Section 3 of the NYSE Listed
Company Manual, as set forth in greater detail in Exhibit A hereto. Audit
Committee members for each Fund shall be selected by a majority of the
Independent Directors of such Fund.

It shall be a premise of this Charter that the outside auditor for the
Fund is ultimately accountable to the Board of Trustees and the audit
committee of the Fund.

2. The purposes of the Audit Committee are:

(a) to assure that outside auditors have been engaged to review such
annual and interim financial statements of the Fund as may from time
to time be required to be reviewed by outside auditors by rule of the
SEC or of the NYSE;

(b) to oversee the Funds' accounting and financial reporting policies and
practices, its internal controls and, as appropriate, the internal
controls of certain service providers;

(d) to act as a liaison between the Funds' independent auditors and the
full Board of Directors; and

(e) to consider such other matters as may be appropriate in carrying out
the above responsibilities and other matters that may be assigned it
by the Board.

The function of the Audit Committee is oversight; it is management's
responsibility to maintain appropriate systems for accounting and internal
control, and the auditor's responsibility to plan and carry out a proper
audit. It is also recognized that the Boards of the Funds normally meet on a
monthly basis and that actions, including those required of independent
directors under the Act, which impact on the integrity of the Funds financial
and other operations, may be effected at such Board meetings rather than at
meetings of the Audit Committee.

3. To carry out its purposes, the Audit Committee shall have the following
duties and powers;

(a) to recommend to the Board of Trustees, the selection, retention or
termination of auditors (or to nominate the outside auditor to be
proposed for shareholder approval in any proxy statement) and, in
connection therewith,

(b) to evaluate the independence of the auditors, by assuring receipt and
review on a periodic basis, of a formal written statement from the
outside auditor, delineating all relationships between the auditor and
the Fund and its management; by actively engaging in a dialogue with
the outside auditor with respect to any disclosed relationships or
services that may impact the objectivity and independence of the
outside auditor. If necessary, by recommending that the Board of
Trustees take appropriate action in response to the outside auditors'
report to satisfy itself of the outside auditor's independence,

(c) to meet with the Funds' independent auditors, including private
meetings, as necessary (i) to review the arrangements for and scope of
the annual audit and any special audits; (ii) to discuss any matters
of concern relating to the Funds' financial statements, including any
adjustments to such statements recommended by the auditors, or other
results of said audit(s); (iii) to consider the auditors' comments
with respect to the Funds' financial policies, procedures and internal
accounting controls and management's responses thereto; and (iv) to
review the form of opinion the auditors propose to render to the Board
and shareholders;

(d) to consider the effect upon the Funds of any changes in accounting
principles or practices proposed by management or the auditors;

(e) to review the fee arrangements of the independent auditors as
negotiated by management;

(f) to investigate improprieties or suspected improprieties in fund
operations; and

(g) to report its activities to the full Board and make such
recommendations with respect to the above and other matters as the
Committee may deem necessary or appropriate.

4. The Committee shall have unrestricted access to the Funds' independent
accountants as well as the Funds' treasurer and other financial and
executive officers of the Funds and management.

5. The Committee shall meet as frequently as circumstances require with at
least one meeting being held with the Funds' independent auditors absent
the presence of management.

6. The Committee shall have the resources and authority appropriate to
discharge its responsibilities, including the authority to retain special
counsel and other experts or consultants at the expense of the appropriate
Funds.

7. The Committee shall review this Charter at least annually and recommend any
changes to the full Board of Directors.

EXHIBIT A
REQUIREMENTS FOR AUDIT COMMITTEE MEMBERS

FINANCIAL LITERACY - Each member of the audit committee shall be financially
literate (or become so within a reasonable period time after appointment) as
determined by the Fund's Board of Trustees in its business judgment. At least
one member of the audit committee must have accounting or related financial
management expertise, as the Board of Trustees interprets such qualification in
its business judgment.

INDEPENDENCE. The following restrictions shall apply to every audit committee
member:

(A) Employees. A director who is an employee (including non-employee
executive officers) of the company or any of its affiliates may not serve on
the audit committee until three years following the termination of his or her
employment. In the event the employment relationship is with a former parent
or predecessor of the company, the director could serve on the audit
committee after three years following the termination of the relationship
between the company and the former parent or predecessor.

(B) Business Relationship. A director (i) who is a partner, controlling
shareholder, or executive officer of an organization that has a business
relationship with the company, or (ii) who has a direct business relationship
with the company (e.g., a consultant) may serve on the audit committee only
if the company's Board of Directors determines in its business judgment that
the relationship does not interfere with the director's exercise of
independent judgment. In making a determination regarding the independence
of a director pursuant to this paragraph, the Board of Directors should
consider, among other things, the materiality of the relationship to the
company, to the director, and, if applicable, to the organization with which
the director is affiliated.

"Business relationships" can include commercial, industrial, banking,
consulting, legal, accounting and other relationships. A director can have
this relationship directly with the company, or the director can be a
partner, officer or employee of an organization that has such a relationship.
The director may serve on the audit committee without the above-referenced
Board of Directors' determination after three years following the termination
of, as applicable, either (1) the relationship between the organization with
which the director is affiliated and the company, (2) the relationship
between the director and his or her partnership status, shareholder interest
or executive officer position, or (3) the direct business relationship
between the director and the company.

(C) Cross Compensation Committee Link. A director who is employed as an
executive of another corporation where any of the company's executives serves
on that corporation's compensation committee may not serve on the audit
committee.

(D) Immediate Family. A director who is an Immediate Family member of an
individual who is an executive officer of the company or any of its affiliates
cannot serve on the audit committee until three years following the
termination of such employment relationship.

(E) Notwithstanding the requirements set forth above, one director who is no
longer an employee or who is an Immediate Family member of a former executive
officer of the company or its affiliates, but is not considered independent
pursuant to these provisions due to the three-year restriction period, may be
appointed, under exceptional and limited circumstances, to the audit committee
if the company's board of directors determines in its business judgment that
membership on the committee by the individual is required by the best
interests of the corporation and its shareholders, and the company
discloses, in the next annual proxy statement subsequent to such
determination, the nature of the relationship and the reasons for that
determination.

DEFINITIONS

(A) "Immediate Family" includes a person's spouse, parents, children, siblings,
mothers-in-law and fathers-in-law, sons and daughters-in-law, brothers and
sisters-in-law, and anyone (other than employees) who shares such person's home.

(B) "Affiliate" includes a subsidiary, sibling company, predecessor, parent
company, or former parent company.

(C) "Officer" shall have the meaning specified in Rule 16a-1(f) under the
Securities Exchange Act of 1934, or any successor rule.

MIT PROXY 07/02

FRANKLIN MULTI-INCOME TRUST
ANNUAL SHAREHOLDERS' MEETING - SEPTEMBER 10, 2002

The undersigned hereby revokes all previous proxies for his or her shares and
appoints Rupert H. Johnson, Jr., Harmon E. Burns, Murray L. Simpson, Barbara J.
Green and David P. Goss, and each of them, proxies of the undersigned with full
power of substitution to vote all shares of Franklin Multi-Income Trust, (the
"Company") that the undersigned is entitled to vote at the Franklin Multi-Income
Trust Annual Shareholders' Meeting to be held at One Franklin Parkway, San
Mateo, CA 94403-1907 at 2:00 p.m. Pacific time on September 10, 2002, including
any postponements or adjournments thereof, upon any matters that may properly be
acted upon at the Meeting.

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF FRANKLIN MULTI-INCOME
TRUST. IT WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY
SHALL VOTE FOR THE PROPOSAL . IF ANY OTHER MATTERS PROPERLY COME BEFORE THE
MEETING TO BE VOTED ON, THE PROXY HOLDERS WILL VOTE, ACT AND CONSENT ON THOSE
MATTERS IN ACCORDANCE WITH THE VIEWS OF MANAGEMENT. MANAGEMENT IS NOT AWARE OF
ANY SUCH MATTERS.

IMPORTANT: PLEASE SEND IN YOUR PROXY TODAY.

YOU ARE URGED TO DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY. THIS WILL SAVE
THE EXPENSE OF FOLLOW-UP LETTERS TO SHAREHOLDERS WHO HAVE NOT RESPONDED.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE
SEE REVERSE SEE REVERSE
SIDE SIDE

[X] Please mark votes as in this example.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSAL.

Proposal: Election of Trustees.

NOMINEES: (01) Frank H. Abbott, III, (02) Harris J. Ashton, (03) Gordon S. Macklin

FOR WITHHOLD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES

[ ]
--------------------------------------------------------------
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided above).

MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

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

Signature: _____________________ Date:__________ Signature:__________________ Date:__________