<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>audit.txt
<DESCRIPTION>ACCT LETTER
<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, 2008,
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 over
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 do not express an
opinion on the effectiveness of the Fund's internal control over
financial reporting.

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. A fund's internal control over
financial reporting includes
those policies and procedures that (1) pertain to the maintenance
of records that, in
reasonable detail, accurately and fairly reflect the transactions
and dispositions of the
assets of the company; (2) provide reasonable assurance that
transactions are recorded
as necessary to permit preparation of financial statements in
accordance with generally
accepted accounting principles, and that receipts and
expenditures of the company are
being made only in accordance with authorizations of management
and trustees of the
fund; and (3)  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 deficiency in internal control over financial reporting 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 material weakness is a deficiency, or a combination of
deficiencies, in internal
control over financial reporting, such that there is a reasonable
possibility that a material
misstatement of the Fund's annual or interim financial statements
will not be prevented or
 detected on a timely basis.

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 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, 2008.

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.




October 27, 2008


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</DOCUMENT>
