REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and Board of Directors of
Franklin Universal Trust
In planning and performing our audit of the financial
statements of Franklin Universal Trust for the year ended
August 31, 2000, we considered its internal control,
including controls over safeguarding securities, in order to
determine our auditing procedures for the purpose of
expressing our opinion on the financial statements and to
comply with the requirements of Form N-SAR, not to provide
assurance on internal control.
The management of Franklin Universal Trust is responsible
for establishing and maintaining internal control. In
fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and
related costs of controls. Generally, controls that are
relevant to an audit pertain to the entity's objective of
preparing financial statements for external purposes that
are fairly presented in conformity with generally accepted
accounting principles. Those controls include the
safeguarding of assets against unauthorized acquisition,
use, or disposition.
Because of inherent limitations in internal control, errors
or irregularities may occur and not be detected. Also,
projection of any evaluation of internal control to future
periods is subject to the risk that it may become inadequate
because of changes in conditions or that the effectiveness
of the design and operation may deteriorate.
Our consideration of internal control would not necessarily
disclose all matters in internal control that might be
material weaknesses under standards established by the
American Institute of Certified Public Accountants. A
material weakness is a condition in which the design or
operation of any specific internal control component does
not reduce to a relatively low level the risk that errors or
irregularities in amounts that would be material in relation
to the financial statements being audited may occur and not
be detected within a timely period by employees in the
normal course of performing their assigned functions.
However, we noted no matters involving internal control,
including controls over safeguarding securities that we
consider to be material weaknesses as defined above as of
August 31, 2000.
This report is intended solely for the information and use
of management and the Securities and Exchange Commission.
PRICEWATERHOUSECOOPERS LLP
San Francisco, California
October 4, 2000
