<DOCUMENT>
<TYPE>EX-99.77C VOTES
<SEQUENCE>6
<FILENAME>legal.txt
<DESCRIPTION>LEGAL ATTACHMENT
<TEXT>
2

NAME OF REGISTRANT:
Franklin Universal Trust
File No. 811-5569


EXHIBIT ITEM No. 77C:  Submission of matters to a vote of
security holders.





                    FRANKLIN UNIVERSAL TRUST
        MINUTES OF THE 2003 ANNUAL SHAREHOLDERS' MEETING

                        February 24, 2003




The Annual Shareholders' Meeting of Franklin Universal Trust (the
"Fund")  was held on February 24, 2003 at 2:00 p.m. Pacific  Time
at  the  offices  of the Fund, One Franklin Parkway,  San  Mateo,
California, 94403.

Steven Gray presided at the Meeting and acted as Secretary.   Mr.
Gray appointed Joyce L. Sanns to serve as Inspector of Election.

The  reading of the "Notice of 2003 Annual Shareholders' Meeting"
dated  January 10, 2003, was waived. Mr. Gray indicated that  the
Notice of the Meeting and the accompanying Proxy Statement  would
be entered into the Minutes of the Meeting.

An  alphabetical list of shareholders entitled  to  vote  at  the
Meeting  and  the  proxies  which  had  been  executed   by   the
shareholders  were  then presented.  The  Inspector  of  Election
reported  that on the record date, December 13, 2002, there  were
27,764,831.291  shares  of  the  Fund  issued,  outstanding   and
entitled  to  vote  at the Meeting, and that a majority  of  such
shares was represented by proxy at the Meeting and there was  the
quorum needed to transact the business of the Meeting.

Mr.  Gray then called for voting on the matters set forth in  the
Proxy Statement. Ms. Sanns then reported that the proposal passed
and the voting was as follows:
1.

Regarding the election of a Board of Trustees of the Fund:




                              Shares
         Trustees               For        Withheld Or
                                             Abstain
  Frank H. Abbott         22,475,085.107   593,638.735
  Harris J. Ashton        22,532,108.141   536,615.701
  Robert F. Carlson       22,488,140.030   580,583.812
  S. Joseph Fortunato     22,537,837.141   530,886.701
  Edward B. Jamieson      22,488,512.030   580,211.812
  Charles B. Johnson      22,524,578.141   544,145.701
  Rupert H. Johnson, Jr.  22,539,282.141   529,441.701
  Frank W.T. LaHaye       22,534,589.141   534,134.701
  Gordon S. Macklin       22,535,403.141   533,320.701



There being no further business to come before the meeting, upon
motion duly made, seconded and carried, the Meeting was
adjourned.



     Dated:  February 24, 2003


     /s/Steven Gray__________________
     Steven Gray
     Acting Secretary



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</DOCUMENT>
