<DOCUMENT>
<TYPE>EX-99.J OTHER OPININ
<SEQUENCE>3
<FILENAME>auditorltr.txt
<DESCRIPTION>AUDITORS OPINION
<TEXT>

Report of Independent Registered Public
Accounting Firm


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

In planning and performing our audit of the
financial statements of the Fund comprising the
Franklin Universal Trust (the "Fund"), for the
year ended August 31, 2004, we considered its
internal control, including control activities
for 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 Fund 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 generally accepted accounting principles.
Those controls include the safeguarding of assets
against unauthorized acquisition, use or
disposition.

Because of inherent limitations in internal
control, errors or fraud may occur and 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 Public Company
Accounting Oversight Board (United States). A
material weakness, for purposes of this report,
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 for safeguarding
securities, that we consider to be material
weaknesses as defined above as of August 31,
2004.

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 LLP
San Francisco, California
October 8, 2004


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</DOCUMENT>
