3

NAME OF REGISTRANT:
Franklin Investors Securities Trust
File No. 811-4986


EXHIBIT ITEM No. 77C:  Submission of matters to a vote of
security holders.



               FRANKLIN INVESTORS SECURITIES TRUST
                          On behalf of
        FRANKLIN CONVERTIBLE SECURITIES FUND ("the Fund")

          MINUTES OF THE SPECIAL SHAREHOLDERS' MEETING

                         October 3, 2002


The   Special   Shareholders'  Meeting  of  Franklin  Convertible
Securities Fund (the "Fund") was held on October 3, 2002 at 10:00
a.m. at the offices of the Fund, One Franklin Parkway, San Mateo,
California 94403-1906.

Bruce Bohan presided at the Meeting and acted as Secretary.   Mr.
Bohan appointed Joyce L. Sanns to serve as Inspector of Election.

The  reading  of  the  "Notice of Special Shareholders'  Meeting"
dated  August 5, 2002 was waived.  Mr. Bohan indicated  that  the
Notice of the Meeting and the accompanying Proxy Statement  would
be entered into the Minutes of the Meeting.

An  alphabetical list of shareholders entitled  to  vote  at  the
Meeting   and  the  proxies  that  had  been  executed   by   the
shareholders  were  then presented.  The  Inspector  of  Election
reported  that  on  the record date, July 15,  2002,  there  were
15,643,494.627 shares of Franklin Convertible Securities  Fund  -
Class   A   and  4,997,824.704  shares  of  Franklin  Convertible
Securities  Fund  - Class C issued, outstanding and  entitled  to
vote  at  the  Meeting, and that a majority of  such  shares  was
represented  by  proxy at the Meeting and there  was  the  quorum
needed to transact the business of the Meeting.

The  Chairman then called for voting on the matters set forth  in
the  Proxy  Statement.   Ms. Sanns, then  reported  that  on  the
questions, all proposals passed, and the voting was as follows:



1.   Regarding the proposal to approve amendments to certain of
     the Fund's fundamental investment restrictions (includes six
     (6) Sub-Proposals):

     (a)  To amend the Fund's fundamental investment restriction
          regarding borrowing;


   Shares     Shares
     For      Against
  8,479,688  761,742.7
    .151        32

     (b)  To amend the Fund's fundamental investment restriction
          regarding underwriting;


   Shares     Shares
     For      Against
  8,597,410  625,158.3
    .885        89

     (c)  To amend the Fund's fundamental investment restriction
          regarding lending;


   Shares     Shares
     For      Against
  8,467,796  761,855.2
    .438        09

     (d)  To amend the Fund's fundamental investment restriction
          regarding investments in real estate and commodities;


   Shares     Shares
     For      Against
  8,494,521  710,479.4
    .872        10

     (e)  To amend the Fund's fundamental investment restriction
          regarding issuing senior securities; and


   Shares     Shares
     For      Against
  8,545,032  676,742.0
    .143        68

     (f)  To amend the Fund's fundamental investment restriction
          regarding diversification of investments.


   Shares     Shares
     For      Against
  8,687,236  543,488.1
    .581        84


2.   Regarding the proposal to approve the elimination of certain
     of the Fund's fundamental investment restrictions:


   Shares     Shares
     For      Against
  8,539,976  690,744.4
    .250        88

There being no further business to come before the Meeting,  upon
motion   duly  made,  seconded  and  carried,  the  Meeting   was
adjourned.



Dated:                        October 8, 2002
/s/Bruce Bohan___________________
                              Bruce Bohan

Acting Secretary