POWER OF ATTORNEY
The undersigned officers and trustees of FRANKLIN GROWTH AND INCOME FUND
(the "Registrant") hereby appoint MARK H. PLAFKER, HARMON E. BURNS, DEBORAH R.
GATZEK, KAREN L. SKIDMORE, LEIANN NUZUM, Murray L. Simpson, Barbara J. Green and
David P. Goss (with full power to each of them to act alone) his
attorney-in-fact and agent, in all capacities, to execute, deliver and file in
the names of the undersigned, any and all instruments that said attorneys and
agents may deem necessary or advisable to enable the Registrant to comply with
or register any security issued by the Registrant under the Securities Act of
1933, as amended, and/or the Investment Company Act of 1940, as amended, and the
rules, regulations and interpretations thereunder, including but not limited to,
any registration statement, including any and all pre- and post-effective
amendments thereto, any other document to be filed with the U.S. Securities and
Exchange Commission and any and all documents required to be filed with respect
thereto with any other regulatory authority. Each of the undersigned grants to
each of said attorneys, full authority to do every act necessary to be done in
order to effectuate the same as fully, to all intents and purposes, as he could
do if personally present, thereby ratifying all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be executed in one or more counterparts, each
of which shall be deemed to be an original, and all of which shall be deemed to
be a single document.
The undersigned officers and trustees hereby execute this Power of
Attorney as of the 18th day of April, 2000.
/S/CHARLES E. JOHNSON /S/FRANK H. ABBOTT, III
Charles E. Johnson Frank H. Abbott, III,
Principal Executive Officer and Trustee Trustee
/S/HARRIS J. ASHTON /S/S. JOSEPH FORTUNATO
Harris J. Ashton, S. Joseph Fortunato,
Trustee Trustee
/S/CHARLES B. JOHNSON /S/RUPERT H. JOHNSON, JR.
Charles B. Johnson, Rupert H. Johnson, Jr.
Trustee Trustee
/S/ FRANK W. T. LAHAYE /S/GORDON S, MACKLIN
Frank W.T. LaHaye, Gordon S. Macklin,
Trustee Trustee
/S/ R. MARTIN WISKEMANN /S/MARTIN L. FLANAGAN
R. Martin Wiskemann Martin L. Flanagan,
Trustee Principal Financial Officer
/S/ KIMBERLEY H. MONASTERIO
Kimberley H. Monasterio,
Principal Accounting Officer
