CERTFICATE OF AMENDMENT

                                       OF

                       AGREEMENT AND DECLARATION OF TRUST

                                       OF

                           FRANKLIN HIGH INCOME TRUST


                  The undersigned certify that:

                  1. They constitute a majority of the Board of Trustees of the
Franklin High Income Trust, a Delaware business trust (the "Trust").

                  2. They hereby adopt the following amendment to the Agreement
and Declaration of Trust of the Trust (the "Declaration of Trust"):

                  The references to the principal place of business on the cover
                  and signature pages of the Declaration of Trust are hereby
                  deleted in their entirety.

                  3. This amendment is made pursuant to Article VIII, Section 4
of the Declaration of Trust, which empowers the Trustees to restate and/or amend
such Declaration of Trust at any time by an instrument in writing signed by a
majority of the then Trustees.

                  IN WITNESS WHEREOF, the Trustees named below do hereby set
their hands as of the 19th day of July, 2001.


/s/HARRIS J. ASHTON                                /s/HARMON E. BURNS
Frank H. Abbott, III, Trustee                      Harmon E. Burns, Trustee

/s/ROBERT F. CARLSON                               /s/JOSEPH FORTUNATO
Robert F. Carlson, Trustee                         S. Joseph Fortunato, Trustee

/s/RUPERT H. JOHNSON, JR.                          /s/FRANK W. T. LAHAYE
Rupert H. Johnson, Jr., Trustee                    Frank W. T. LaHaye, Trustee