EX-99.77I NEW SECUR

NAME OF REGISTRANT:
Franklin High Income Trust
File No. 811-1608

EXHIBIT ITEM No. 77I(b): Terms of new or amended securities



                     CLASS R DISTRIBUTION PLAN

I.   Investment Company:      FRANKLIN HIGH INCOME TRUST
II.  Fund:                    AGE HIGH INCOME FUND - CLASS R

III. Maximum Per Annum Rule 12b-1 Fees for Class R Shares
     (as a percentage of average daily net assets of the class):
     0.50%

             Preamble to Class R Distribution Plan

      The following Distribution Plan (the "Plan") has been adopted
pursuant to Rule 12b-1 under the Investment Company Act of 1940, as
amended   (the  "Act")  by  the  Investment  Company  named   above
("Investment Company") for the Class R shares (the "Class") of  the
Fund  named above ("Fund"), which Plan shall take effect as of  the
date shares of the Class are first offered (the "Effective Date  of
the  Plan").  The Plan has been approved by a majority of the Board
of  Directors or Trustees of the Investment Company (the  "Board"),
including  a  majority of the Board members who are not  interested
persons  of  the  Investment Company and who  have  no  direct,  or
indirect financial interest in the operation of the Plan (the "non-
interested Board members"), cast in person at a meeting called  for
the purpose of voting on such Plan.

      In  reviewing the Plan, the Board considered the schedule and
nature  of  payments and terms of the Management Agreement  between
the Investment Company and Franklin Advisers, Inc. ("Advisers") and
the  terms  of  the Underwriting Agreement between  the  Investment
Company and Franklin/Templeton Distributors, Inc. ("Distributors").
The  Board  concluded that the compensation of Advisers, under  the
Management  Agreement, and of Distributors, under the  Underwriting
Agreement,  was fair and not excessive.  The approval of  the  Plan
included  a  determination that in the exercise of their reasonable
business judgment and in light of their fiduciary duties, there  is
a reasonable likelihood that the Plan will benefit the Fund and its
shareholders.

                       Distribution Plan

      1.    The Fund shall pay to Distributors as compensation  for
its  services or for payment by Distributors to dealers or  others,
or  the  Fund shall pay directly to others, a quarterly fee not  to
exceed the above-stated maximum fee per annum of the Class' average
daily  net  assets represented by shares of the Class,  as  may  be
determined by the Investment Company's Board from time to time,  as
distribution  and/or  service  fees pursuant  to  distribution  and
servicing agreements which have been approved from time to time  by
the Board, including the non-interested Board members.

      2.    (a)   The  monies  paid  to  Distributors  pursuant  to
Paragraph  1 above may be treated as compensation for Distributors'
distribution-related  services including compensation  for  amounts
advanced  to securities dealers or their firms or others (including
retirement plan recordkeepers) selling shares of the Class who have
executed an agreement with the Investment Company, Distributors  or
its affiliates, which form of agreement has been approved from time
to  time  by the Board, including the non-interested Board members,
with   respect   to  the  sale  of  Class  shares.   In   addition,
Distributors may use such monies paid to it pursuant to Paragraph 1
above to assist in the distribution and promotion of shares of  the
Class.   Such payments made to Distributors under the Plan  may  be
used  for,  among  other things, the printing of  prospectuses  and
reports  used  for  sales  purposes,  expenses  of  preparing   and
distributing sales literature and related expenses, advertisements,
and  other  distribution-related expenses,  including  a  pro-rated
portion  of  Distributors' overhead expenses  attributable  to  the
distribution   of   Class  shares,  as  well  as   for   additional
distribution  fees  paid to securities dealers or  their  firms  or
others  (including retirement plan recordkeepers) who have executed
agreements  with  the  Investment  Company,  Distributors  or   its
affiliates, or for certain promotional distribution charges paid to
broker-dealer  firms  or  others, or for participation  in  certain
distribution channels.

           (b)   The monies paid to Distributors or others pursuant
to  paragraph 1 above may also be used to pay Distributors, dealers
or  others  (including  retirement plan recordkeepers)  for,  among
other   things,   furnishing  personal  services  and   maintaining
shareholder  or beneficial owner accounts, which services  include,
among  other  things,  assisting in  establishing  and  maintaining
customer   accounts  and  records;  assisting  with  purchase   and
redemption requests; arranging for bank wires; monitoring  dividend
payments  from the Fund on behalf of customers; forwarding  certain
shareholder  communications from the Fund to  customers;  receiving
and   answering  correspondence;  and  aiding  in  maintaining  the
investment of their respective customers in the Class.  Any amounts
paid  under  this  paragraph  2(b) shall  be  paid  pursuant  to  a
servicing  or  other  agreement, which form of agreement  has  been
approved from time to time by the Board.

      3.   In addition to the payments which the Fund is authorized
to  make pursuant to paragraphs 1 and 2 hereof, to the extent  that
the  Fund, Advisers, Distributors or other parties on behalf of the
Fund, Advisers or Distributors make payments that are deemed to  be
payments  by  the Fund for the financing of any activity  primarily
intended  to result in the sale of Class shares issued by the  Fund
within  the context of Rule 12b-1 under the Act, then such payments
shall be deemed to have been made pursuant to the Plan.

      In  no  event  shall  the  aggregate  payments  specified  in
paragraphs  1  and  2, plus any other payments deemed  to  be  made
pursuant  to  the  Plan  under this paragraph,  exceed  the  amount
permitted to be paid pursuant to Rule 2830(d) of the Conduct  Rules
of the National Association of Securities Dealers, Inc.

      4.   Distributors shall furnish to the Board, for its review,
on a quarterly basis, a written report of the monies paid to it and
to  others  under the Plan, and shall furnish the Board  with  such
other information as the Board may reasonably request in connection
with  the payments made under the Plan in order to enable the Board
to  make  an informed determination of whether the Plan  should  be
continued.

      5.    The Plan shall continue in effect for a period of  more
than  one  year  only so long as such continuance  is  specifically
approved  at  least  annually  by the  Board,  including  the  non-
interested  Board members, cast in person at a meeting  called  for
the purpose of voting on the Plan.  In determining whether there is
a  reasonable  likelihood that the continuation of  the  Plan  will
benefit  the Fund and its shareholders, the Board may, but  is  not
obligated  to, consider that Distributors has incurred  substantial
costs  and has entered into an arrangement with a third party which
third   party   has  agreed  to  purchase  from  Distributors   the
entitlement  of Distributors to receive the payments  described  in
Paragraph  1(a) above, which purchase will generate the  cash  flow
needed to pay for the distribution activities for the Class.

     6.    The  Plan, and any agreements entered into  pursuant  to
this  Plan,  may be terminated with respect to the  shares  of  the
Class  at any time, without penalty, by vote of a majority  of  the
outstanding  voting  securities of such  Class  or  by  vote  of  a
majority  of  the  non-interested Board members of  the  Investment
Company,  on  not  more than sixty (60) days' written  notice,  and
shall  terminate  automatically  in  the  event  of  any  act  that
constitutes  an assignment of the Management Agreement between  the
Fund  and the Adviser.  Upon termination of this Plan with  respect
to  the Class, the obligation of the Fund to make payments pursuant
to  this  Plan with respect to such Class shall terminate, and  the
Fund  shall not be required to make payments hereunder beyond  such
termination  date with respect to expenses incurred  in  connection
with Class shares sold prior to such termination date.

      7.    The  Plan, and any agreements entered into pursuant  to
this Plan, may not be amended to increase materially the amount  to
be  spent  for distribution pursuant to Paragraph 1 hereof  without
approval by a majority of the outstanding voting securities of  the
Class of the Fund.

      8.    All  material amendments to the Plan, or any agreements
entered  into pursuant to this Plan, shall be approved by the  non-
interested Board members cast in person at a meeting called for the
purpose of voting on any such amendment.

      9.    So  long  as the Plan is in effect, the  selection  and
nomination  of  the Fund's non-interested Board  members  shall  be
committed to the discretion of such non-interested Board members.

      This  Plan  and the terms and provisions thereof  are  hereby
accepted  and  agreed to by the Investment Company and Distributors
as evidenced by their execution hereof.


Dated:     January 1, 2002



Franklin High Income Trust


By:/s/Murray L. Simpson
     Murray L. Simpson
     Vice President & Secretary



Franklin/Templeton Distributors, Inc.


By:/s/Charles E. Johnson
     Charles E. Johnson
     Senior Vice President

EX-99.C6 OTHER OPIN

Report of Independent Accountants

To the Board of Trustees and Shareholders of Franklin High Income
Trust:

In planning and performing our audit of the financial statements of
Franklin High Income Trust for the year ended May 31, 2002, 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 Franklin High Income 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 accounting principles generally accepted in the
United States of America.  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 American Institute of Certified
Public Accountants.  A material weakness 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 May 31, 2002.

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.



09-Jul-02
San Francisco, California