<DOCUMENT>
<TYPE>EX-99.77C VOTES
<SEQUENCE>3
<FILENAME>lgl77c.txt
<DESCRIPTION>LEGAL 77C
<TEXT>
NAME OF REGISTRANT
Franklin Universal Trust
File No. 811-5569


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






                    FRANKLIN UNIVERSAL TRUST
        MINUTES OF THE 2004 ANNUAL SHAREHOLDERS' MEETING

                        February 24, 2004





The Annual Shareholders' Meeting of Franklin Universal Trust (the
"Fund")  was held on February 24, 2004 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 2004 Annual Shareholders' Meeting"
dated  January 16, 2004, 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 12, 2003, there  were
27,924,293.784  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:



                                  % of                %
                      Shares    Outstan               of
      Trustees          For       ding   Withheld  Outstan
                                 Shares     Or       ding
                                          Abstain   Shares
  Harris J. Ashton  24,184,212  86.606%  251,521.   0.901%
  Robert F.         .961        86.575%     002     0.933%
  Carlson           24,175,334  86.699%  260,399.   0.808%
  S. Joseph         .814        86.619%     149     0.889%
  Fortunato         24,210,089  86.650%  225,644.   0.858%
  Edith E. Holiday  .757        86.622%     206     0.885%
  Edward B.         24,187,618  86.652%  248,115.   0.855%
  Jamieson          .961        86.574%     002     0.933%
  Charles B.        24,196,282  86.560%  239,451.   0.948%
  Johnson           .709                    255
  Rupert H.         24,188,589           247,144.
  Johnson, Jr.      .814                    149
  Frank W.T.        24,196,960           238,773.
  LaHaye            .709                    255
  Gordon S.         24,175,151           260,582.
  Macklin           .814                    149
                    24,171,142           264,591.
                    .814                    149



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



Dated:  February 24, 2004
/s/ Steven Gray
Steven Gray

Acting Secretary



</TEXT>
</DOCUMENT>
