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<TYPE>EX-99.77E LEGAL
<SEQUENCE>4
<FILENAME>legal.txt
<DESCRIPTION>LEGAL ATTACHMENT
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                                1
NAME OF REGISTRANT:
Franklin Templeton Limited Duration Income Trust
File No. 811-21357

Exhibit Item No. 77e: Legal Proceedings

  REGULATORY MATTERS

  Massachusetts Administrative Proceeding
  On February 4, 2004, the Securities Division of the Office of
  the Secretary of the Commonwealth of Massachusetts filed an
  administrative complaint against Franklin Resources, Inc. and
  certain of its subsidiaries (the "Company") claiming
  violations of the Massachusetts Uniform Securities Act
  ("Massachusetts Act") with respect to an alleged arrangement
  to permit market timing (the "Mass. Proceeding"). On February
  14, 2004, the Company filed an answer denying all violations
  of the Massachusetts Act.

  Governmental Investigations
  As part of ongoing investigations by the U.S. Securities and
  Exchange Commission (SEC), the U.S. Attorney for the Northern
  District of California, the New York Attorney General, the
  California Attorney General, the U.S. Attorney for the
  District of Massachusetts, the Florida Department of Financial
  Services and the Commissioner of Securities, the West Virginia
  Attorney General and the Vermont Department of Banking,
  Insurance, Securities, and Health Care Administration,
  relating to certain practices in the mutual fund industry,
  including late trading, market timing and  payments to
  securities dealers who sell fund shares, the Company and its
  subsidiaries, as well as certain current or former executives
  and employees of the Company, have received requests for
  information and/or subpoenas to testify or produce documents.
  The Company and its current employees are providing documents
  and information in response to these requests and subpoenas.
  In addition, the Company has responded to requests for similar
  kinds of information from regulatory authorities in some of
  the foreign countries where the Company conducts its global
  asset management business.

  The staff of the SEC has informed the Company that it intends
  to recommend that the SEC authorize a civil injunctive action
  against the Fund's investment manager. The SEC's investigation
  is focused on the activities that are the subject of the Mass.
  Proceeding described above and other instances of alleged
  market timing by a limited number of third parties that ended
  in 2000. The Company currently believes that the charges the
  SEC staff is contemplating are unwarranted. There are
  discussions underway with the SEC staff in an effort to
  resolve the issues raised in their investigation.

  In  response to requests for information and subpoenas from the
  SEC  and  the  California  Attorney General,  the  Company  has
  provided  documents and testimony has been  taken  relating  to
  payments  to  security dealers who sell fund shares.  Effective
  November  28,  2003, the Company determined not to  direct  any
  further  brokerage commissions where the allocation  is  based,
  not  only  on  best  execution, but also on the  sale  of  Fund
  shares.

  Other Legal Proceedings
  The Fund, in addition to other entities within Franklin
  Templeton Investments, including the Company and certain of
  its subsidiaries, other funds, and current and former
  officers, employees, and directors have been named in multiple
  lawsuits in different federal courts in Nevada, California,
  Illinois, New York, New Jersey, and Florida, alleging
  violations of various federal securities laws and seeking,
  among other things, monetary damages and costs. Specifically,
  the lawsuits claim breach of duty with respect to alleged
  arrangements to permit market timing and/or late trading
  activity, or breach of duty with respect to the valuation of
  the portfolio securities of certain funds managed by Company
  subsidiaries, resulting in alleged market timing activity. The
  majority of these lawsuits duplicate, in whole or in part, the
  allegations asserted in the Mass. Proceeding detailed above.
  The lawsuits are styled as class actions or derivative
  actions.

  In addition, the Company and its subsidiaries, as well as
  certain current and former officers, employees, and directors
  have been named in multiple lawsuits alleging violations of
  various securities laws and pendent state law claims relating
  to the disclosure of directed brokerage payments and payment
  of allegedly excessive commissions and advisory fees. These
  lawsuits are styled as class actions and derivative actions.

  Management strongly believes that the claims made in each of
  these lawsuits are without merit and intends to vigorously
  defend against them.

  The Company cannot predict with certainty the eventual outcome
  of the foregoing Mass. Proceeding, other governmental
  investigations or class actions or other lawsuits. The impact,
  if any, of these matters on the Fund is uncertain at this
  time. If the Company determines that it bears responsibility
  for any unlawful or inappropriate conduct that caused losses
  to the Fund, it is committed to making the Fund or its
  shareholders whole, as appropriate.



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