<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>internalcontrol.txt
<DESCRIPTION>ACCOUNTANTS 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, 2012, 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 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, 2012.
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, 2012
San Francisco, California
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