REPORT OF INDEPENDENT AUDITORS
To the Shareholders and Board of Trustees of Franklin
Value Investors Trust.
In planning and performing our audit of the financial statements of
Franklin Value Investors Trust for the year ended October 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 the Franklin Value Investors 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 may 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 October 31, 2000.
This report is intended solely for the information and use of
management and the Securities and Exchange Commission.
S\PricewaterhouseCoopers LLP
San Francisco, California
December 11, 2000
