<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>internalcontrol.txt
<DESCRIPTION>ACCOUNTANT'S REPORT ON INTERNAL CONTROL
<TEXT>
PricewaterhouseCoopers LLP
Three Embarcadero Center
San Francisco, CA 94111-4004
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, 2011,
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 Funds' 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
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 fund 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, 2011.

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

October 19, 2011
San Francisco, California
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