REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and Board of Trustees 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, 2000, we considered its internal control,
including controls over 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 generally accepted
accounting principles. Those controls include the
safeguarding of assets against unauthorized
acquisition, use, or disposition.
Because of inherent limitations in internal control,
errors or irregularities may occur and may not be
detected. Also, projection of any evaluation of
internal control to future periods is subject to the
risk that it may become inadequate because of changes
in conditions or that the effectiveness of the 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 any
specific internal control component does not reduce
to a relatively low level the risk that errors or
irregularities 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, including controls over
safeguarding securities, that we consider to be
material weaknesses as defined above as of
May 31, 2000.
This report is intended solely for the information and
use of management and the Securities and Exchange
Commission.
S\PricewaterhouseCoopers LLP
San Francisco, California
July 7, 2000
