<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>3
<FILENAME>auditor.txt
<DESCRIPTION>AUDITORS OPINION
<TEXT>

                                                                1






     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, 2006, 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 control activities for safeguarding securities, as a
basis for designing our auditing procedures for the purpose of
expressing our opinion on the financial statements and to comply
with the requirements of Form N-SAR, but not for the purpose of
expressing an opinion on the effectiveness of the Fund's internal
control over financial reporting. Accordingly, we express no such
opinion.

The management of the Fund is responsible for establishing and
maintaining effective 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 was for the limited purpose described in the first
paragraph and would not necessarily disclose all deficiencies in
internal control over financial reporting that might be significant
deficiencies or material weaknesses under standards established by
the Public Company Accounting Oversight Board (United States).
However, we noted no deficiencies in the Fund's internal control
over financial reporting and its operation, including controls for
safeguarding securities, that we consider to be material weaknesses
as defined above as of August 31, 2006.

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, California
October 18, 2006
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