CERTIFICATE OF SECRETARY
I, David P. Goss, certify that I am Assistant Secretary of FRANKLIN GROWTH AND
INCOME FUND (the "Fund").
As Assistant Secretary of the Trust, I further certify that the following
resolution was adopted by a majority of the Directors of the Fund present at a
meeting held at 777 Mariners Island Boulevard, San Mateo, California 94404, on
April 18, 2000.
RESOLVED, that a Power of Attorney, substantially in the form of the
Power of Attorney presented to this Board, appointing Harmon E. Burns,
Deborah R. Gatzek, Mark H. Plafker, Karen L. Skidmore, Leiann Nuzum,
Murray L. Simpson, Barbara J. Green and David P. Goss as
attorneys-in-fact for the purpose of filing documents with the
Securities and Exchange Commission, be executed by each Trustee and
designated officer.
I declare under penalty of perjury that the matters set forth in this
certificate are true and correct of my own knowledge.
Dated: April 18, 2000 David P. Goss
Assistant Secretary
