CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration
Statement on Form N-14 of Franklin Growth Fund (the "Rcgistration Statement")
of our report dated November 19, 2008, relating to the financial statements and
financial highlights of Franklin Growth Fund which appear in the September
30, 2008 Annual Report to Shareholders of Franklin Custodian Funds, which is
also incorporatcd by rcfcrence in such Registration Statement. We also consent
to the references to us under item 4. "Representations and Warranties by
Acquiring Trust on behalf of Acquiring Fund" and under item 5. "Representations
and Warranties by Target Fund" in Exhibit A to the Registration Statement. We
also consent to the reference to us under the heading "Financial Highlights" in
the Prospectus of Franklin Growth Fund dated February 1, 2009, which also
appears in the Registration Statement.

Wc hereby consent to the incorporation by reference in this Registration
Statement of our report dated August 19, 2008, relating to the financial
statements and financial highlights of Franklin Capital Growth Fund which
appears in the June 30, 2008 Annual Report to Shareholders of Franklin Capital
Growth Fund, which is also incorporatcd by rcfcrcncc in such Rcgistration
Statement.


/s/ PricewaterhouseCoopers LLP
San Francisco, California
February 5, 2009