<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>3
<FILENAME>legal.txt
<DESCRIPTION>LEGAL ATTACHMENT
<TEXT>
NAME OF REGISTRANT

Franklin Universal Trust
File No. 811-05569

EXHIBIT ITEM No. 77Q1 (a): Exhibits


FRANKLIN UNIVERSAL TRUST
CERTIFICATE OF SECRETARY

I, Karen L. Skidmore, Vice President and Secretary of Franklin Universal
Trust ("Trust"), hereby certify that the following is the true and
correct amendment to the Bylaws of the Trust as approved by the Board
of Trustees of the Trust and effective on February 23, 2010:

ARTICLE XI
COMPLIANCE WITH FITCH RATING GUIDELINES

	Section 1.	OVERCOLLATERALIZATION TESTS.  For as long as
the Trust has outstanding 5.87% Senior Notes due August 28, 2013
( "Senior Notes") pursuant to the Note Purchase Agreement dated
August 20, 2008 (the "Agreement"), and the Senior Notes are rated by
Fitch, Inc. ("Fitch"), the Trust shall maintain asset coverage ratios
with respect to the Fitch Total Overcollateralization Test
("Fitch Total OC Test") and the Fitch Net Overcollateralization Test
("Fitch Net OC Test") consistent with maintaining a Fitch rating
of AAA, as described by Fitch in Closed-End Fund Debt and Preferred
Stock Rating Criteria dated August 17, 2009, as the same may be
amended from time to time and made publicly available by Fitch on its
website or such other location as Fitch may designate by reasonable
notice (collectively, the "Fitch OC Tests").  For purposes of the
Agreement, the Fitch OC Tests shall be deemed to be included in the
definition of "Basic Maintenance Test" as set forth therein.

IN WITNESS WHEREOF, the undersigned has caused this certificate to be
signed on this 23rd day of March, 2010.



/s/Karen L. Skidmore
Karen L. Skidmore
Vice President and Secretary
Franklin Universal Trust
</TEXT>
</DOCUMENT>
