<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>3
<FILENAME>internalcontrol.txt
<DESCRIPTION>ACCOUNTANT'S REPORT ON INTERNAL CONTROL
<TEXT>
PricewaterhouseCoopers LLP
Three Embarcadero Center
San Francisco CA 94111
Telephone (415) 498 5000
Facsimile  (415) 498 7100






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.



/s/PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP
October 20, 2009


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