<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>4
<FILENAME>audit.txt
<DESCRIPTION>OPINION LETTER
<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 Franklin Universal Trust (the "Fund") as of and for the year
ended August 31, 2005, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), we
considered the Fund's internal control over financial reporting,
including controls 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 the
Fund's internal control over financial reporting as of August 31,
2005.

The management of the Fund is responsible for establishing and
maintaining internal control over financial reporting. In
fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and
related costs of controls. A fund's internal control over
financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. Such
internal control over financial reporting includes policies and
procedures that provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use or
disposition of a fund's assets that could have a material effect
on the financial statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.

A control deficiency exists when the design or operation of a
control does not allow management or employees, in the normal
course of performing their assigned functions, to prevent or
detect misstatements on a timely basis. A significant deficiency
is a control deficiency, or combination of control deficiencies,
that adversely affects the fund's ability to initiate, authorize,
record, process or report external financial data reliably in
accordance with generally accepted accounting principles such
that there is more than a remote likelihood that a misstatement
of the fund's annual or interim financial statements that is more
than inconsequential will not be prevented or detected. A
material weakness is a control deficiency, or combination of
control deficiencies, that results in more than a remote
likelihood that a material misstatement of the annual or interim
financial statements will not be prevented or detected.
Our consideration of the Fund's internal control over financial
reporting would not necessarily disclose all deficiencies in
internal control over financial reporting that might be material
weaknesses under standards established by the Public Company
Accounting Oversight Board (United States). However, during our
audit of the financial statements of the Fund as of and for the
year ended August 31, 2005, we noted no deficiencies in the
Fund's internal control over financial reporting, including
controls for safeguarding securities, that we consider to be a
material weakness as defined above as of August 31, 2005.

This report is intended solely for the information and use of
management and the Board of Trustees of Franklin Universal Trust
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, CA
October 10, 2005

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</DOCUMENT>
