<DOCUMENT>
<TYPE>EX-99.77C VOTES
<SEQUENCE>2
<FILENAME>legal.txt
<DESCRIPTION>LEGALATTACHMENT
<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 2005 ANNUAL SHAREHOLDERS' MEETING

                        February 16, 2005





The Annual Shareholders' Meeting of Franklin Universal Trust (the
"Fund")  was held on February 16, 2005 at 2:00 p.m. Pacific  Time
at  the  offices  of the Fund, One Franklin Parkway,  San  Mateo,
California, 94403.

David  Goss, Vice President and Assistant Secretary of the  Fund,
acting  as  Chairman presided at the Meeting  and  Jason  Venner,
Associate   Corporate  Counsel  for  Franklin  Resources,   Inc.,
conducted the meeting.

The  reading of the "Notice of 2005 Annual Shareholders' Meeting"
dated January 25, 2005, was waived. Mr. Venner indicated that the
Notice of the Meeting and the accompanying Proxy Statement  would
be entered into the Minutes of the Meeting.

Mr.  Goss  appointed  Joyce L. Sanns to  serve  as  Inspector  of
Election and Ms. Sanns accepted the appointment.

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 16, 2004, 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.  Venner then called for voting on the matter set forth in the
Proxy Statement. Ms. Sanns then reported that the proposal passed
and the voting was as follows:

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


                                     % of
                        Shares    Outstandin
       Trustees          For          g
                                    Shares
  Harris J. Ashton    24,708,022   88.482%
  Robert F. Carlson   .463         88.423%
  S. Joseph           24,691,411   88.482%
  Fortunato           .094         88.530%
  Edith E. Holiday    24,708,023   88.521%
  Edward B. Jamieson  .700         88.491%
  Charles B. Johnson  24,721,269   88.553%
  Rupert H. Johnson,  .489         88.432%
  Jr.                 24,718,808   88.405%
  Frank W.T. LaHaye   .673
  Gordon S. Macklin   24,710,430
                      .204
                      24,727,855
                      .765
                      24,694,064
                      .402
                      24,686,551
                      .493


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



Dated:  February 16, 2005

/s/ David P. Goss_____

David P. Goss
Vice President and Assistant Secretary

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