<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>Internalcontrol.txt
<DESCRIPTION>ACCOUNTANTS REPORT ON INTERNAL CONTROL
<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, 2014,
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 the 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 Funds' 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, 2014.

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
San Francisco, CA
October 17, 2014


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</DOCUMENT>
