<DOCUMENT>
<TYPE>EX-99.J OTHER OPININ
<SEQUENCE>4
<FILENAME>opinion.txt
<DESCRIPTION>AUDITORS OPINION
<TEXT>
              REPORT OF INDEPENDENT ACCOUNTANTS


To the Shareholders and Board of Trustees of Franklin
Universal  Trust.

In planning and performing our audit of the financial
statements of Franklin Universal Trust for the year ended
August 31, 2001, we considered its internal control,
including control activities 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 Universal 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
accounting principles generally accepted in the United
States of America. 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 controls may become
inadequate because of changes in conditions or that the
effectiveness of their 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 one or more of the internal control components
does not reduce to a relatively low level the risk that
misstatements caused by error or fraud 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 and its operation, including controls over
safeguarding securities, that we consider to be material
weaknesses as defined above, as of August 31, 2001.

This report is intended solely for the information and use
of the Board of Trustees, management and the Securities and
Exchange Commission and is not intended to be and should not
be used by anyone other than these specified parties.



PricewaterhouseCoopers
San Francisco, California
October 3, 2001


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</DOCUMENT>
