<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>4002_NSAR_edgar.txt
<DESCRIPTION>ACCOUNTANT'S 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, 2016, 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, 2016.
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, California
October 19, 2016
</TEXT>
</DOCUMENT>
