EX-99.77Q1 OTHR EXHB

3

Name of Registrant:
Franklin California Tax- Free Trust
File No. 811-04356

EXHIBIT ITEM No. 77Q(d): Copies of any material amendments
to the registrant's charter or by-laws



                Amendment Dated July 13, 2006
                      to the By-Laws of
             Franklin California Tax-Free Trust
                        (the "Trust")

WHEREAS, ARTICLE IX, SECTION 2 OF THE BY-LAWS PROVIDES THAT
THE BY-LAWS MAY BE AMENDED BY THE BOARD OF TRUSTEES; AND

WHEREAS, by resolution dated July 13, 2006, at a meeting of
the Board of Trustees, the Board of Trustees unanimously
authorized the By-Laws to be amended as set forth below.

NOW, THEREFORE, the By-Laws are hereby amended as follows:

1.   The first sentence of Article II, Section 3 is replaced
in its entirety as follows:

     All notices of meetings of shareholders shall be
     sent or otherwise given in accordance with Section
     4 of this Article II not less than ten (10) days
     nor more than one hundred twenty (120) days before
     the date of the meeting.

2.   The first two paragraphs on Article II, Section 4 are
     replaced in their entirety as follows:

     Notice of any meeting of shareholders shall be
     given either personally or by United States mail,
     courier, cablegram, telegram, facsimile or
     electronic mail, or other form of communication
     permitted by then current law, charges prepaid,
     addressed to the shareholder or to the group of
     shareholders at the same address as may be
     permitted pursuant to applicable laws, or as
     shareholders may otherwise consent, at the address
     of that shareholder appearing on the books of the
     Trust or its transfer or other duly authorized
     agent or provided in writing by the shareholder to
     the Trust for the purpose of notice.  Any such
     consent shall be revocable by the applicable
     shareholder by written notice to the Trust.
     Notice shall be deemed to be given when delivered
     personally, deposited in the United States mail or
     with a courier, or sent by cablegram, telegram,
     facsimile or electronic mail.  If no address of a
     shareholder appears on the Trust's books or has
     been provided in writing by a shareholder, notice
     shall be deemed to have been duly given without a
     mailing, or substantial equivalent thereof, if
     such notice shall be available to the shareholder
     on written demand of the shareholder at the
     offices of the Trust.

     If any notice addressed to a shareholder at the
     address of that shareholder appearing on the books
     of the Trust or that has been provided in writing
     by that shareholder to the Trust for the purpose
     of notice, is returned to the Trust marked to
     indicate that the notice to the shareholder cannot
     be delivered at that address, all future notices
     or reports shall be deemed to have been duly given
     without further mailing, or substantial equivalent
     thereof, if such notices shall be available to the
     shareholder on written demand of the shareholder
     at the offices of the Trust.

3.   The first sentence of Article II, Section 9 is replaced
in its entirety as follows:

     For purposes of determining the shareholders
     entitled to notice of any meeting or to vote or
     entitled to give consent to action without a
     meeting, the Board of Trustees may fix in advance
     a record date which shall not be more than one
     hundred twenty (120) days nor less than ten (10)
     days before the date of any such meeting as
     provided in the Declaration of Trust.

4.   Article II, Section 10 is replaced in its entirety as
follows:

     PROXIES.  Every person entitled to vote for
     trustees or on any other matter that may properly
     come before the meeting shall have the right to
     do so either in person or by one or more agents
     authorized by a written proxy executed by the
     person and filed with the secretary of the Trust;
     provided, that an alternative to the execution of
     a written proxy may be permitted as described in
     the next paragraph of this Section 10. A proxy
     shall be deemed executed if the shareholder's
     name is placed on the proxy (whether by manual
     signature, typewriting, telegraphic or electronic
     transmission or otherwise) by the shareholder or
     the shareholder's attorney-in-fact. A valid proxy
     that does not state that it is irrevocable shall
     continue in full force and effect unless (i)
     revoked by the person executing it, or using one
     of the permitted alternatives to execution,
     described in the next paragraph, by a written
     notice delivered to the Trust prior to the
     exercise of the proxy or by the shareholder's
     attendance and vote in person at the meeting; or
     (ii) written notice of the death or incapacity of
     the maker of that proxy is received by the Trust
     before the vote pursuant to that proxy is
     counted;  provided, however, that no proxy shall
     be valid after the expiration of eleven (11)
     months from the date of the proxy unless
     otherwise expressly provided in the proxy. The
     revocability of a proxy that states on its face
     that it is irrevocable shall be governed by the
     provisions of the General Corporation Law of the
     State of Delaware.

     With respect to any shareholders' meeting, the
     Board, or, in case the Board does not act, the
     president, any vice president or the secretary,
     may permit proxies by electronic transmission, or
     by telephonic, computerized, telecommunications or
     other reasonable alternative means to the
     execution of a written instrument authorizing the
     holder of the proxy to act.  A proxy with respect
     to shares held in the name of two or more persons
     shall be valid if executed, or a permitted
     alternative to execution is used, by any one of
     them unless, at or prior to the exercise of the
     proxy, the secretary of the Trust receives a
     specific written notice to the contrary from any
     one of them.  A proxy purporting to be by or on
     behalf of a shareholder shall be deemed valid
     unless challenged at or prior to its exercise and
     the burden of proving invalidity shall rest with
     the challenger.

5.   Article III, Section 2 is deleted in its entirety.


Adopted and approved as of July 13, 2006 pursuant to
authority delegated by the Board of Trustees.


/s/Karen L. Skidmore
[Signature]

 Karen L. Skidmore
[Name]

 Vice President and Secretary
[Title]

EX-99.77Q1 OTHR EXHB

2

Name of Registrant:
Franklin California Tax- Free Trust
File No. 811-04356

EXHIBIT ITEM No. 77Q(d): Copies of any material amendments to the
registrant's charter or by-laws





                    CERTIFICATE OF AMENDMENT
                               TO
               AGREEMENT AND DECLARATION OF TRUST
                               OF
               FRANKLIN CALIFORNIA TAX-FREE TRUST


The undersigned certify that:

1.   They constitute a majority of the Board of Trustees of
     Franklin California Tax-Free Trust (the "Trust").

2.   Pursuant to Article VIII, Section 8 of the Agreement and
     Declaration of Trust of the Trust ("Trust Agreement"), they
     hereby adopt the following amendment to Article V, Section 5
     of the Trust Agreement by amending the first sentence of
     Section 5 to read as follows:

     For the purpose of determining the Shareholders of any
     Series or class who are entitled to vote or act at any
     meeting or any adjournment thereof, the Trustees may
     from time to time fix a time, which shall be not more
     than one hundred twenty days (120) days before the date
     of any meeting of Shareholders, as the record date for
     determining the Shareholders of such Series or class
     having the right to notice of and to vote at such
     meeting and any adjournment thereof, and in such case
     only Shareholders of record on such record date shall
     have such right, notwithstanding any transfer of shares
     on the books of the Trust after the record date.

We declare under penalty of perjury that the matters set forth in
this certificate are true and correct of our own knowledge.

Dated:  September 12, 2006


/s/ Harris J. Ashton________     /s/Rupert H. Johnson Jr.______
  Harris J. Ashton                 Rupert H. Johnson, Jr.

/s/ Harmon E. Burns_____         /s/Frank W.T. LaHaye__________
  Harmon E. Burns                  Frank W.T. LaHaye

/s/S. Joseph Fortunato_____      /s/Gordon S. Macklin__________
  S. Joseph Fortunato              Gordon S. Macklin

/S/Charles B. Johnson__________
  Charles B. Johnson

EX-99.77E LEGAL

EXHIBIT A



REGULATORY MATTERS

As  part of various investigations by a number of federal, state, and
foreign   regulators   and  governmental  entities,   including   the
Securities  and  Exchange  Commission ("SEC"),  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  ("marketing  support"), Franklin  Resources,  Inc.  and
certain  of  its subsidiaries (collectively, the "Company"),  entered
into settlements with certain of those regulators. Specifically,  the
Company   entered  into  settlements  with  the  SEC,  among  others,
concerning market timing and marketing support.

On  June 23, 2006, the SEC approved the proposed plan of distribution
for  the  marketing  support  settlement,  and  disbursement  of  the
settlement  monies  to the designated funds, in accordance  with  the
terms  and  conditions of that settlement and plan, was completed  in
September 2006. The Trust did not participate in that Settlement.

  The  plan  of  distribution  for the market  timing  settlement  is
currently under review by the SEC staff. After publication of  notice
of  the  plan  and  a  30-day comment period, the  proposed  plan  of
distribution will be submitted to the SEC for approval. Following the
SEC's  approval  of the plan of distribution, with  modifications  as
appropriate,  distribution of the settlement  monies  will  begin  in
accordance with the terms and conditions of the settlement and plan.

In  addition, the Company, as well as most of the mutual funds within
Franklin   Templeton  Investments  and  certain  current  or   former
officers, Company directors, fund directors, and employees, have been
named in private lawsuits (styled as shareholder class actions, or as
derivative  actions on behalf of either the named funds  or  Franklin
Resources,  Inc.).  The  lawsuits relate to  the  industry  practices
referenced  above, as well as to allegedly excessive commissions  and
advisory and distribution fees.

The  Company and fund management believe that the claims made in each
of the private lawsuits referenced above are without merit and intend
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.  If  it  is
determined that the Company bears responsibility for any unlawful  or
inappropriate  conduct  that  caused losses  to  the  Trust,   it  is
committed  to  making  the  Trust  or  its  shareholders  whole,   as
appropriate.