<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>internalcontrol.txt
<DESCRIPTION>ACCOUNTANT'S REPORT
<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, 2009,
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 on 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 fund;
(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 over safeguarding securities,
that we consider to be material weaknesses as defined above as of
August 31, 2009.

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 20, 2009


</TEXT>
</DOCUMENT>
