<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<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, 2002, 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, 2002.

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, 2002


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</DOCUMENT>
