SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.)

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[ ] Confidential, for Use of the Commission Only (as permitted by Rule
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Franklin Universal Trust
(Name of Registrant as Specified In Its Charter)

Franklin Universal Trust
(Name of Person(s) Filing Proxy Statement)

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[X] No fee required

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(1) Title of each class of securities to which transaction applies:

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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
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was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

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4) Date Filed:

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Franklin(R)Templeton(R)

FRANKLIN UNIVERSAL TRUST

IMPORTANT SHAREHOLDER INFORMATION

These materials are for the annual shareholders' meeting scheduled for Tuesday,
May 8, 2001 at 2:00 p.m. Pacific time. They discuss the proposals to be voted on
at the meeting, and contain your proxy statement and proxy card. A proxy card
is, in essence, a ballot. When you vote your proxy, it tells us how you wish to
vote on important issues relating to your fund. If you complete and sign the
proxy, we'll vote it exactly as you tell us. If you simply sign the proxy, we'll
vote it in accordance with the Trustees' recommendations on page 1 of the proxy
statement.

WE URGE YOU TO SPEND A FEW MINUTES REVIEWING THE PROPOSALS IN THE PROXY
STATEMENT. THEN, FILL OUT THE PROXY CARD AND RETURN IT TO US SO THAT WE KNOW HOW
YOU WOULD LIKE TO VOTE. WHEN SHAREHOLDERS RETURN THEIR PROXIES PROMPTLY, THE
FUND MAY BE ABLE TO SAVE MONEY BY NOT HAVING TO CONDUCT ADDITIONAL MAILINGS.

WE WELCOME YOUR COMMENTS. IF YOU HAVE ANY QUESTIONS, CALL 1-800-331-1710.

TELEPHONE AND INTERNET VOTING

FOR YOUR CONVENIENCE, YOU MAY BE ABLE TO VOTE BY TELEPHONE OR THROUGH THE
INTERNET, 24 HOURS A DAY. IF YOUR ACCOUNT IS ELIGIBLE, A CONTROL NUMBER AND
SEPARATE INSTRUCTIONS ARE ENCLOSED.

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Franklin(R)Templeton(R)

FRANKLIN UNIVERSAL TRUST
NOTICE OF 2001 ANNUAL SHAREHOLDERS' MEETING

The Annual Shareholders' Meeting ("Meeting") of Franklin Universal Trust (the
"Fund") will be held at the Fund's offices, 777 Mariners Island Blvd., San
Mateo, California, 94404 on Tuesday, May 8, 2001 at 2:00 p.m. Pacific time.

During the Meeting, shareholders of the Fund will vote on three proposals:

1. The election of a Board of Trustees of the Fund;

2. The ratification or rejection of the selection of
PricewaterhouseCoopers LLP as independent auditors for
the Fund for the fiscal year ending August 31, 2001;

3. The transaction of any other business that may properly
come before the Meeting or any adjournment thereof.

The Board of Trustees has fixed March 29, 2001 as the record date for the
determination of shareholders entitled to vote at the Meeting.

By Order of the Board of Trustees,

Murray L. Simpson
SECRETARY

San Mateo, California
Dated: April 10, 2001

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PLEASE SIGN AND PROMPTLY RETURN YOUR PROXY CARD IN THE SELF-ADDRESSED ENVELOPE
REGARDLESS OF THE NUMBER OF SHARES YOU OWN.
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FRANKLIN UNIVERSAL TRUST

PROXY STATEMENT

INFORMATION ABOUT VOTING:

WHO IS ELIGIBLE TO VOTE?

Shareholders of record at the close of business on March 29, 2001 are entitled
to be present and to vote at the Meeting or any adjourned meeting. Each share of
record is entitled to one vote on each matter presented at the Meeting. The
Notice of Meeting, the proxy card, and the proxy statement were mailed to
shareholders of record on or about April 10, 2001.

ON WHAT ISSUES AM I BEING ASKED TO VOTE?

You are being asked to vote on three proposals:

1. The election of nine nominees to the position of Trustee;

2. The ratification or rejection of the selection of
PricewaterhouseCoopers LLP as independent auditors of the
Fund for the fiscal year ending August 31, 2001; and

3. The transaction of any other business that may properly come
before the Meeting or any adjournment thereof.

HOW DO THE FUND'S TRUSTEES RECOMMEND THAT I VOTE?

The Trustees unanimously recommend that you vote:

1. FOR the election of the nine nominees to the position of
trustee;

2. FOR the ratification of the selection of
PricewaterhouseCoopers LLP as independent auditors of the
Fund; and

3. FOR the proxyholders to have discretion to vote on any other business as
may properly come before the Meeting or any adjournment thereof.

HOW DO I ENSURE THAT MY VOTE IS ACCURATELY RECORDED?

You may attend the Meeting and vote in person or you may complete and return the
enclosed proxy card. If you are eligible to vote by telephone or through the
Internet, a control number and separate instructions are enclosed.

Proxy cards that are properly signed, dated and received at or prior to the
Meeting will be voted as specified. If you specify a vote for any of the
Proposals 1 through 3, your proxy will be voted as you indicated. If you simply
sign and date the proxy card, but don't specify a vote for any of the Proposals
1 through 3, your shares will be voted IN FAVOR of the nominees for Trustee
(Proposal 1), IN FAVOR of ratifying the selection of PricewaterhouseCoopers LLP
as independent auditors (Proposal 2), and/or IN ACCORDANCE with the discretion
of the persons named in the proxy card as to any other matters that may properly
come before the Meeting (Proposal 3).

CAN I REVOKE MY PROXY?

You may revoke your proxy at any time before it is voted by forwarding a written
revocation or a later-dated proxy to the Fund that is received by the Fund at or
prior to the Meeting, or attending the Meeting and voting in person.

THE PROPOSALS:

PROPOSAL 1: ELECTION OF TRUSTEES

WHO ARE THE NOMINEES?

Frank H. Abbott, III, Harris J. Ashton, Robert F. Carlson, S.
Joseph Fortunato, Edward B. Jamieson, Charles B. Johnson, Rupert
H. Johnson, Jr., Frank W.T. LaHaye, and Gordon S. Macklin have
been nominated to be Trustees of the Fund, to hold office until
the next Annual Shareholders' Meeting, and until their successors
are duly elected and qualified to serve. All of the nominees are
currently members of the Board of Trustees (the "Board"). In
addition, all of the current nominees are also directors and/or
trustees of other U.S. registered mutual funds of Franklin
Templeton Investments (collectively "Franklin Templeton funds.")

Certain Trustees of the Fund hold director and/or officer
positions with Franklin Resources, Inc. ("Resources") and its
affiliates. Resources is a publicly owned holding company, the
principal shareholders of which are Charles B. Johnson and Rupert
H. Johnson, Jr., who own approximately 19% and 16%, respectively,
of its outstanding shares. Resources is primarily engaged,
through its various subsidiaries, in providing investment
management, share distribution, transfer agent and administrative
services to a family of investment companies. Resources is a New
York Stock Exchange, Inc. ("NYSE") listed holding company (NYSE:
BEN). Charles B. Johnson, the Chairman of the Board of the Fund,
and Rupert H. Johnson, Jr., a Vice President of the Fund, are
brothers.

Each nominee is currently eligible and has consented to serve if elected. If any
of the nominees should become unavailable, the persons named in the proxy card
will vote in their discretion for another person or persons who may be nominated
as Trustees.

Listed below, for each nominee, is a brief description of recent professional
experience, ownership of shares of the Fund and shares of all Franklin Templeton
funds.

SHARES
BENEFICIALLY
FUND SHARES OWNED OF
BENEFICIALLY FRANKLIN
OWNED AND % TEMPLETON
OF TOTAL FUNDS
OUTSTANDING (INCLUDING
PRINCIPAL OCCUPATION SHARES ON THE FUND) AS
NAME AND OFFICES WITH DURING PAST FIVE YEARS DECEMBER OF DECEMBER
THE FUND AND AGE 31, 2000 31, 2000
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Frank H. Abbott, III President and Director, None 766,519
TRUSTEE SINCE 1988 Abbott Corporation (an
investment company);
director or trustee, as
the case may be, of 28
Franklin Templeton
funds; and FORMERLY,
Director, MotherLode
Gold Mines Consolidated
(gold mining) (until 1996)
and Vacu-Dry Co. (food
processing) (until 1996).
Age 80.

HARRIS J. ASHTON Director, RBC Holdings, 1,352** 1,266,095
Trustee since 1988 Inc. (bank holding
company)and Bar-S Foods
(meat packing company);
director or trustee, as
the case may be, of 48
Franklin Templeton funds;
and FORMERLY, President,
Chief Executive Officer
and Chairman of the Board,
General Host Corporation
(nursery and craft centers)
(until 1998). Age 68.

ROBERT F. CARLSON Vice President and past None 133,177
TRUSTEE SINCE 2000 President, Board of
Administration,
California Public
Employees Retirement
Systems (CALPERS);
director or trustee, as
the case may be, of 11
Franklin Templeton
funds; and FORMERLY,
member and Chairman of
the Board, Sutter
Community Hospitals,
member, Corporate Board,
Blue Shield of
California, and Chief
Counsel, California
Department of
Transportation. Age 73.

*EDWARD B. JAMIESON Executive Vice President None 321,546
PRESIDENT AND TRUSTEE and Portfolio Manager,
SINCE 1993 Franklin Advisers, Inc.;
officer of other
subsidiaries of Franklin
Resources, Inc.; and
officer and trustee of
five Franklin Templeton
funds. Age 52.

*CHARLES B. JOHNSON Chairman of the Board, 1,000** 4,129,897
CHAIRMAN OF THE BOARD Chief Executive Officer,
SINCE 1993 AND TRUSTEE Member - Office of the
SINCE 1988 Chairman and Director,
Franklin Resources,
Inc.; Vice President,
Franklin Templeton
Distributors, Inc.; and
officer and/or director
or trustee, as the case
may be, of most of the
other subsidiaries of
Franklin Resources, Inc.
and of 48 Franklin
Templeton funds. Age 68.

SHARES
BENEFICIALLY
FUND SHARES OWNED OF
BENEFICIALLY FRANKLIN
OWNED AND % TEMPLETON
OF TOTAL FUNDS
OUTSTANDING (INCLUDING
PRINCIPAL OCCUPATION SHARES ON THE FUND) AS
NAME AND OFFICES WITH DURING PAST FIVE YEARS DECEMBER OF DECEMBER
THE FUND AND AGE 31, 2000 31, 2000
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*RUPERT h. JOHNSON, JR. Vice Chairman, Member - 1,000** 14,953,667
SENIOR VICE PRESIDENT Office of the Chairman
AND TRUSTEE SINCE 1988 and Director, Franklin
Resources, Inc.; Vice
President and Director,
Franklin Templeton
Distributors, Inc.;
Director, Franklin
Advisers, Inc. and
Franklin Investment
Advisory Services, Inc.;
Senior Vice President,
Franklin Advisory
Services, LLC; and
officer and/or director
or trustee, as the case
may be, of most of the
other subsidiaries of
Franklin Resources, Inc.
and of 51 Franklin
Templeton funds. Age 60.

FRANK W.T. LAHAYE Chairman, Peregrine 2,378** 1,250,278
TRUSTEE SINCE 1988 Venture Management
Company (venture
capital); Director, The
California Center for
Land Recycling
(redevelopment); director
or trustee, as the case
may be, of 28 Franklin
Templeton funds; and
FORMERLY, General
Partner, Miller & LaHaye
and Peregrine Associates,
the general partners of
Peregrine Venture funds.
Age 72.

SHARES
BENEFICIALLY
FUND SHARES OWNED OF
BENEFICIALLY FRANKLIN
OWNED AND % TEMPLETON
OF TOTAL FUNDS
OUTSTANDING (INCLUDING
PRINCIPAL OCCUPATION SHARES ON THE FUND) AS
NAME AND OFFICES WITH DURING PAST FIVE YEARS DECEMBER OF DECEMBER
THE FUND AND AGE 31, 2000 31, 2000
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GORDON S. MACKLIN Director, Martek 3,000** 398,672
TRUSTEE SINCE 1993 Biosciences Corporation,
WorldCom, Inc.
(communications
services), MedImmune,
Inc. (biotechnology),
Overstock.com (internet
services), White
Mountains Insurance
Group, Ltd. (holding
company) and Spacehab,
Inc. (aerospace
services); director or
trustee, as the case may
be, of 48 Franklin
Templeton funds; and
FORMERLY, Chairman, White
River Corporation
(financial services)
(until 1998) and Hambrecht
& Quist Group (investment
banking) (until 1992),
and President, National
Association of Securities
Dealers, Inc. (until 1987).
Age 72.

*Edward B. Jamieson, Charles B. Johnson and Rupert H. Johnson,
Jr. are "interested persons" as defined in the Investment Company
Act of 1940, as amended, (the "1940 Act"). The 1940 Act limits
the percentage of interested persons that can comprise a fund's
board of trustees. Mr. Edward B. Jamieson is an interested person
due to his employment affiliation with Resources. Mr. Charles B.
Johnson and Mr. Rupert H. Johnson, Jr. are interested persons due
to their ownership interest in Resources, their employment
affiliation with Resources and their positions with the Fund. The
remaining Trustees of the Fund are not interested persons of the
Fund (the "Independent Trustees").
**Less than 1% of the outstanding shares of the Fund.

HOW OFTEN DO THE TRUSTEES MEET AND WHAT ARE THEY PAID?

The role of the Trustees is to provide general oversight of the Fund's business,
and to ensure that the Fund is operated for the benefit of shareholders. The
Trustees anticipate meeting at least 11 times during the current fiscal year to
review the operations of the Fund and the Fund's investment performance. The
Trustees also oversee the services furnished to the Fund by Franklin Advisers,
Inc., the Fund's investment manager (the "Investment Manager"), and various
other service providers. The Fund pays the Independent Trustees $225 per month
plus $120 per meeting attended. Board members who serve on the Audit Committee
of the Fund and other Franklin Templeton funds receive a flat fee of $2,000 per
committee meeting attended, a portion of which is allocated to the Fund. Members
of a committee are not compensated for any committee meeting held on the day of
a Board meeting.

During the fiscal year ended August 31, 2000, there were 11 meetings of the
Board and two meetings of the Audit Committee. Each of the Trustees attended at
least 75% of the total number of meetings of the Board. There was 100%
attendance at the meeting of the Audit Committee.

Certain Trustees and Officers of the Fund are shareholders of Resources and may
be deemed to receive indirect remuneration due to their participation in the
management fees and other fees received from the Franklin Templeton funds by the
Investment Manager and its affiliates. The Investment Manager or its affiliates
pay the salaries and expenses of the Officers. No pension or retirement benefits
are accrued as part of Fund expenses.

NUMBER OF
BOARDS WITHIN
TOTAL FEES THE FRANKLIN
AGGREGATE RECEIVED FROM TEMPLETON FUNDS
COMPENSATION THE FRANKLIN ON WHICH
FROM THE TEMPLETON TRUSTEE
NAME OF TRUSTEE FUND* FUNDS** SERVES***
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Frank H. Abbott, III $2,969 $156,953 28
Harris J. Ashton 3,201 359,404 48
Robert F. Carlson**** 795 90,815 11
S. Joseph Fortunato 2,982 359,629 49
Frank W.T. LaHaye 3,089 165,529 28
Gordon S. Macklin 3,201 359,504 48

*For the fiscal year ended August 31, 2000.
**For the calendar year ended December 31, 2000.
***We base the number of boards on the number of registered
Franklin Templeton funds. This number does not include the total number of
series or funds within each investment company for which the Board members are
responsible. The Franklin Templeton funds currently includes 52 registered
investment companies, with approximately 156 U.S. based funds or series.
****Robert F. Carlson was appointed to the Board on May 16, 2000.

The table above indicates the total fees paid to Trustees by the Fund
individually and all of the Franklin Templeton funds. These Trustees also serve
as directors or trustees of other Franklin Templeton funds, many of which hold
meetings at different dates and times. The Trustees and the Fund's management
believe that having the same individuals serving on the boards of many of the
Franklin Templeton funds enhances the ability of each fund to obtain, at a
relatively modest cost to each separate fund, the services of high caliber,
experienced and knowledgeable Independent Trustees who can more effectively
oversee the management of the funds.

Board members historically have followed a policy of having substantial
investments in one or more Franklin Templeton funds, as is consistent with their
individual financial goals. In February 1998, this policy was formalized through
adoption of a requirement that each board member invest one-third of fees
received for serving as a director or trustee of a Templeton fund in shares of
one or more Templeton funds and one-third of fees received for serving as a
director or trustee of a Franklin fund in shares of one or more Franklin funds
until the value of such investments equals or exceeds five times the annual fees
paid such board member. Investments in the name of family members or entities
controlled by a board member constitute fund holdings of such board member for
purposes of this policy, and a three year phase-in period applies to such
investment requirements for newly elected board members. In implementing such
policy, a board member's fund holdings existing on February 27, 1998, are valued
as of such date with subsequent investments valued at cost.

WHO ARE THE EXECUTIVE OFFICERS OF THE FUND?

OFFICERS OF THE FUND ARE APPOINTED BY THE TRUSTEES AND SERVE AT THE PLEASURE OF
THE BOARD. LISTED BELOW, FOR EACH EXECUTIVE OFFICER, IS A BRIEF DESCRIPTION OF
RECENT PROFESSIONAL EXPERIENCE:

PRINCIPAL OCCUPATION DURING PAST
NAME AND OFFICES WITH THE FUND FIVE YEARS AND AGE
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HARMON E. BURNS Vice Chairman, Member - Office of
VICE PRESIDENT SINCE 1988 the Chairman and Director, Franklin
Resources, Inc.; Vice President and
Director, Franklin Templeton
Distributors, Inc.; Executive Vice
President, Franklin Advisers, Inc.;
Director, Franklin Investment
Advisory Services, Inc.; and
officer and/or director or trustee,
as the case may be, of most of the
other subsidiaries of Franklin
Resources, Inc. and of 51 Franklin
Templeton funds.
Age 56.

Martin L. Flanagan President, Member - Office of the
VICE PRESIDENT AND CHIEF President, Chief Financial Officer
FINANCIAL OFFICER SINCE 1995 and Chief Operating Officer,
Franklin Resources, Inc.; Executive Vice
President, Franklin/Templeton Investor
Services, LLC; President and Chief Financial
Officer, Franklin Mutual Advisers, LLC;
Executive Vice President, Chief Financial
Officer and Director, Templeton Worldwide,
Inc.; Executive Vice President and Chief
Operating Officer, Templeton Investment
Counsel, LLC; Executive Vice President,
Franklin Advisers, Inc. and Franklin Investment
Advisory Services, Inc.; Chief Financial
Officer, Franklin Advisory Services, LLC;
officer and/or director of some of the other
subsidiaries of Franklin Resources, Inc.; and
officer and/or director or trustee, as the case
may be, of 51 Franklin Templeton funds. Age 40.

PRINCIPAL OCCUPATION DURING PAST
NAME AND OFFICES WITH THE FUND FIVE YEARS AND AGE
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David Goss Associate General Counsel, Franklin
VICE PRESIDENT SINCE 2000 Templeton Investments; President,
Chief Executive Officer and
Director, Franklin Select Realty
Trust, Property Resources, Inc.,
Property Resources Equity Trust,
Franklin Real Estate Management,
Inc. and Franklin Properties, Inc.;
officer and director of some of the
other subsidiaries of Franklin
Resources, Inc.; officer of 52
Franklin Templeton funds; and
FORMERLY, President, Chief
Executive Officer and Director,
Franklin Real Estate Income Fund
and Franklin Advantage Real Estate
Income Fund (until 1996). Age 53.

Barbara J. Green Vice President and Deputy General
VICE PRESIDENT SINCE 2000 Counsel, Franklin Resources, Inc.;
Senior Vice President, Templeton
Worldwide, Inc.; officer of 52
Franklin Templeton funds; and
FORMERLY, Deputy Director, Division
of Investment Management, Executive
Assistant and Senior Advisor to the
Chairman, Counselor to the
Chairman, Special Counsel and
Attorney Fellow, U.S. Securities
and Exchange Commission
(1986-1995), Attorney, Rogers &
Wells (until 1986), and Judicial
Clerk, U.S. District Court
(District of Massachusetts) (until
1979). Age 53.

Edward B. Jamieson See Proposal 1, "Election of Trustees"
PRESIDENT AND TRUSTEE SINCE 1993

Charles B. Johnson See Proposal 1, "Election of Trustees"
CHAIRMAN OF THE BOARD SINCE
1993 AND TRUSTEE SINCE 1988

Rupert H. Johnson, Jr. See Proposal 1, "Election of Trustees"
SENIOR VICE PRESIDENT AND
TRUSTEE SINCE 1988

Edward V. McVey Senior Vice President, Franklin
VICE PRESIDENT SINCE 1988 Templeton Distributors, Inc.;
officer of one of the other
subsidiaries of Franklin Resources,
Inc. and of 29 Franklin Templeton
funds. Age 63.

PRINCIPAL OCCUPATION DURING PAST
NAME AND OFFICES WITH THE FUND FIVE YEARS AND AGE
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Kimberley Monasterio Senior Vice President, Franklin
TREASURER AND PRINCIPAL Templeton Services, LLC; and
ACCOUNTING OFFICER SINCE 1999 officer of 33 Franklin Templeton
funds. Age 37.

Murray L. Simpson Executive Vice President and
VICE PRESIDENT & SECRETARY General Counsel, Franklin
SINCE 2000 Resources, Inc.; officer and/or
director of some of the
subsidiaries of Franklin Resources,
Inc.; officer of 52 Franklin
Templeton funds; and FORMERLY,
Chief Executive Officer and
Managing Director, Templeton
Franklin Investment Services (Asia)
Limited (until January 2000) and
Director, Templeton Asset
Management Ltd. (until 1999). Age
63.

R. Martin Wiskemann Executive Vice President, and
VICE PRESIDENT SINCE 1988 Director, Franklin Advisers, Inc.;
Senior Vice President, Franklin
Management, Inc.; and officer
and/or director or trustee, as the
case may be, of 14 Franklin
Templeton funds; and FORMERLY, Vice
President and Director, ILA
Financial Services, Inc. (until
1998). Age 74.

PROPOSAL 2: TO RATIFY OR REJECT THE SELECTION OF INDEPENDENT AUDITORS

HOW ARE INDEPENDENT AUDITORS SELECTED?

The Board has a standing Audit Committee consisting of Messrs. Abbott, Carlson
and LaHaye, all of whom are Independent Trustees and considered to be
"independent" as that term is defined by the NYSE's listing standards. Mr.
Carlson was appointed to the Audit Committee by the Board on May 16, 2000 when
the Board approved a recommendation from the Audit Committee to increase the
size of the Committee. The Audit Committee reviews the arrangements for and
scope of the audit conducted by the Fund's independent auditors, oversees the
Fund's accounting and financial policies, practices and internal controls, and
submits a recommendation to the full Board as to the selection of auditors.

WHICH INDEPENDENT AUDITORS DID THE BOARD SELECT?

Upon the recommendation of the Audit Committee, the Board selected the firm of
PricewaterhouseCoopers LLP, 333 Market Street, San Francisco, CA 94105, as
auditors of the Fund for the current fiscal year. PricewaterhouseCoopers LLP has
examined and reported on the fiscal year-end financial statements, dated August
31, 2000, and certain related U.S. Securities and Exchange Commission filings.
You are being asked to ratify the Board's selection of PricewaterhouseCoopers
LLP for the current fiscal year. Services to be performed by the auditors
include examining and reporting on the fiscal year-end financial statements of
the Fund and certain related filings with the U.S. Securities and Exchange
Commission.

Coopers & Lybrand L.L.P. served as the independent auditors for
the Fund since its inception in 1988 until 1998.
PricewaterhouseCoopers LLP is the successor entity to a 1998
combination of Coopers & Lybrand L.L.P. with Price Waterhouse
LLP. Neither the firm of PricewaterhouseCoopers LLP nor any of
its members have any material direct or indirect financial
interest in the Fund.

Representatives of PricewaterhouseCoopers LLP are not expected to be present at
the Meeting.

PROPOSAL 3: OTHER BUSINESS

The Trustees do not intend to bring any matters before the Meeting other than
Proposals 1 and 2 and are not aware of any other matters to be brought before
the Meeting by others. If any other matters do properly come before the Meeting,
the persons named in the enclosed proxy will use their best judgment in voting
on such matters.

INFORMATION ABOUT THE FUND

THE INVESTMENT MANAGER. The Investment Manager is Franklin
Advisers, Inc. ("Advisers"), whose principal address is 777
Mariners Island Blvd., San Mateo, California 94404. Advisers is a
wholly owned subsidiary of Resources, a publicly owned holding
company.

THE FUND ADMINISTRATOR. THE ADMINISTRATOR OF THE FUND IS Franklin Templeton
Services, LLC ("FT Services"), whose principal address is also 777 Mariners
Island Blvd., San Mateo, CA 94404. Under an agreement with Advisers, FT Services
performs certain administrative functions for the Fund. FT Services is a wholly
owned subsidia Resources.

THE TRANSFER AGENT. The transfer agent, registrar and dividend
disbursement agent for the Fund is PFPC, Inc., P.O. Box 8030,
Boston, MA 02266-8030.

THE CUSTODIAN. Bank of New York, Mutual Funds Division, 90 Washington Street,
New York, NY 10286, acts as custodian of the Fund's securities and other assets.

REPORTS TO SHAREHOLDERS AND FINANCIAL STATEMENTS. The Fund's last audited
financial statements and annual report, dated August 31, 2000, are available
free of charge. To obtain a copy, please call 1-800/DIAL BEN(R) or forward a
written request to Franklin/Templeton Investor Services, LLC, P.O. Box 997151,
Sacramento, CA 95899-9983.

PRINCIPAL SHAREHOLDERS. As of March 29, 2001, the Fund had 26,930,832 shares
outstanding and total net assets of $211,703,638. The Fund's shares are listed
on the NYSE (symbol: FT). From time to time, the number of shares held in
"street name" accounts of various securities dealers for the benefit of their
clients may exceed 5% of the total shares outstanding. To the knowledge of the
Fund's management, as of March 29, 2001, there were no other entities holding
beneficially or of record more than 5% of the Fund's outstanding shares.

In addition, to the knowledge of the Fund's management, as of March 29, 2001, no
Trustee of the Fund owned 1% or more of the outstanding shares of the Fund, and
the Officers and Trustees of the Fund owned, as a group, less than 1% of the
outstanding shares of the Fund.

AUDIT COMMITTEE REPORT

The Fund's Board of Trustees has adopted and approved a formal written charter
for the Audit Committee, which sets forth the Audit Committee's
responsibilities. A copy of the charter is attached as Exhibit "A" to this proxy
statement.

As required by the charter, the Audit Committee reviewed the Fund's audited
financial statements and met with management, as well as with
PricewaterhouseCoopers LLP, the Fund's independent auditors, to discuss the
financial statements.

The Audit Committee received the written disclosures and the letter from
PricewaterhouseCoopers LLP required by Independence Standards Board No. 1. The
Audit Committee also received the report of PricewaterhouseCoopers LLP regarding
the results of their audit. In connection with its review of the financial
statements and the auditors' report, the members of the Audit Committee
discussed with a representative of PricewaterhouseCoopers LLP, their
independence, as well as the following: the auditors' responsibilities in
accordance with generally accepted auditing standards; the auditors'
responsibilities for information prepared by management that accompanies the
Fund's audited financial statements and any procedures performed and the
results; the initial selection of, and whether there were any changes in,
significant accounting policies or their application; management's judgments and
accounting estimates; whether there were any significant audit adjustments;
whether there were any disagreements with management; whether there was any
consultation with other accountants; whether there were any major issues
discussed with management prior to the auditors' retention; whether the auditors
encountered any difficulties in dealing with management in performing the audit;
and the auditors' judgments about the quality of the company's accounting
principles.

Based on its discussions with management and the Fund's auditors, the Audit
Committee did not become aware of any material misstatements or omissions in the
financial statements. Accordingly, the Audit Committee recommended to the Board
of Trustees that the audited financial statements be included in the Fund's
Annual Report to Shareholders for the fiscal year ended August 31, 2000 for
filing with the SEC.

THE AUDIT COMMITTEE
Frank W.T. LaHaye (Chairman)
Frank H. Abbott, III
Robert F. Carlson (Appointed to the Committee on May 16, 2000)

FURTHER INFORMATION ABOUT VOTING AND THE MEETING

SOLICITATION OF PROXIES. Your vote is being solicited by the Board of Trustees
of the Fund. The cost of soliciting these proxies will be borne by the Fund. The
Fund reimburses brokerage firms and others for their expenses in forwarding
proxy material to the beneficial owners and soliciting them to execute proxies.
In addition the Fund may retain a professional proxy solicitation firm to assist
with any necessary solicitation of proxies. The Fund expects that the
solicitation will be primarily by mail, but also may include telephone, telecopy
or oral solicitations. The Fund does not reimburse Trustees and Officers of the
Fund, or regular employees and agents of the Investment Manager involved in the
solicitation of proxies. The Fund intends to pay all costs associated with the
solicitation and the Meeting.

VOTING BY BROKER-DEALERS. The Fund expects that, before the Meeting,
broker-dealer firms holding shares of the Fund in "street name" for their
customers will request voting instructions from their customers and beneficial
owners. If these instructions are not received by the date specified in the
broker-dealer firms' proxy solicitation materials, the Fund understands that
NYSE Rules permit the broker-dealers to vote on the items to be considered at
the Meeting on behalf of their customers and beneficial owners. Certain
broker-dealers may exercise discretion over shares held in their name for which
no instructions are received by voting those shares in the same proportion as
they vote shares for which they received instructions.

QUORUM. Forty percent of the shares entitled to vote - present in person or
represented by proxy - constitutes a quorum at the Meeting. The shares over
which broker-dealers have discretionary voting power, the shares that represent
"broker non-votes" (I.E., shares held by brokers or nominees as to which (i)
instructions have not been received from the beneficial owners or persons
entitled to vote and (ii) the broker or nominee does not have discretionary
voting power on a particular matter), and the shares whose proxies reflect an
abstention on any item are all counted as shares present and entitled to vote
for purposes of determining whether the required quorum of shares exists.

REQUIRED VOTE. Provided that a quorum is present, Proposal 1, the election of
Trustees, requires that the nine nominees receiving the greatest number of votes
be elected. All voting rights are non-cumulative, which means that the holders
of more than 50% of the shares voting for the election of trustees can elect
100% of such trustees if they choose to do so, and in such event, the holders of
the remaining shares voting will not be able to elect any Trustees. Proposal 2,
ratification of the selection of independent auditors, requires the affirmative
vote of a majority of the Fund's shares present and voting on the Proposal at
the Meeting. Proposal 3, the transaction of any other business, is expected to
require the affirmative vote of a majority of the Fund's shares present and
voting on the Proposal at the Meeting. Abstentions and broker non-votes will be
treated as votes not cast and, therefore, will not be counted for purposes of
obtaining approval of Proposals 1, 2, and 3.

ADJOURNMENT. In the event that a quorum is not present at the Meeting, the
Meeting will be adjourned to permit further solicitation of proxies. In the
event that a quorum is present, but sufficient votes have not been received to
approve one or more of the Proposals, the persons named as proxies may propose
one or more adjournments of the Meeting to permit the further solicitation of
proxies for a period or periods of not more than 60 days in the aggregate. The
persons named as proxies will vote in their discretion on questions of
adjournment those shares for which proxies have been received that grant
discretionary authority to vote on matters that may properly come before the
Meeting.

SHAREHOLDER PROPOSALS. The Fund anticipates that its next annual meeting will be
held in April 2002. Shareholder proposals to be presented at the next annual
meeting must be received at the Fund's offices, 777 Mariners Island Boulevard,
San Mateo, CA 94404, no later than December 11, 2001, in order to be included in
the Fund's proxy statement and proxy card relating to that meeting and presented
at that meeting. Submission of a proposal by a shareholder does not guarantee
that the proposal will be included in the proxy statement. A shareholder who
wishes to make a proposal at the 2001 annual shareholders' meeting without
including the proposal in the Fund's proxy statement must notify the Fund at the
Fund's offices, of such proposal by February 24, 2002. If a shareholder fails to
give notice by this date, then the persons named as proxies in the proxies
solicited by the Board for the 2002 annual shareholders' meeting may exercise
discretionary voting power with respect to any such proposal.

By order of the Board of Trustees,

Murray L. Simpson
SECRETARY

Dated: April 10, 2001
San Mateo, California

EXHIBIT A

AUDIT COMMITTEE CHARTER
FOR FRANKLIN UNIVERSAL TRUST AND FRANKLIN MULTI-INCOME TRUST

1. The Audit Committee for Franklin Multi-Income Trust and Franklin
Universal Trust (the "Funds") shall be composed entirely of
independent directors and shall consist of not less than three
such directors. Independent Directors shall mean non-interested
directors/trustees as defined in the Investment Company Act of
1940 (the "Act") and who meet the requirements of Independence
provided in Section 303 of Section 3 of the NYSE Listed Company
Manual, as set forth in greater detail in Exhibit A hereto.
Audit Committee members for each Fund shall be selected by a
majority of the Independent Directors of such Fund.

It shall be a premise of this Charter that the outside auditor for the
Fund is ultimately accountable to the Board of Trustees and the audit
committee of the Fund.

2. The purposes of the Audit Committee are:

(a) to assure that outside auditors have been engaged to review such annual
and interim financial statements of the Fund as may from time to time be
required to be reviewed by outside auditors by rule of the SEC or of the
NYSE;

(b) to oversee the Funds' accounting and financial reporting policies and
practices, its internal controls and, as appropriate, the internal
controls of certain service providers;

(d) to act as a liaison between the Funds' independent auditors and
the full Board of Directors; and

(e) to consider such other matters as may be appropriate in carrying out the
above responsibilities and other matters that may be assigned it by the
Board.

The function of the Audit Committee is oversight; it is management's
responsibility to maintain appropriate systems for accounting and internal
control, and the auditor's responsibility to plan and carry out a proper
audit. It is also recognized that the Boards of the Funds normally meet on
a monthly basis and that actions, including those required of independent
directors under the Act, which impact on the integrity of the Funds
financial and other operations, may be effected at such Board meetings
rather than at meetings of the Audit Committee.

3. To carry out its purposes, the Audit Committee shall have the
following duties and powers;

(a) to recommend to the Board of Trustees, the selection, retention or
termination of auditors (or to nominate the outside auditor to be
proposed for shareholder approval in any proxy statement) and, in
connection therewith,

(b) to evaluate the independence of the auditors, by assuring
receipt and review on a periodic basis, of a formal written
statement from the outside auditor, delineating all
relationships between the auditor and the Fund and its
management; by actively engaging in a dialogue with the outside
auditor with respect to any disclosed relationships or services
that may impact the objectivity and independence of the outside
auditor. If necessary, by recommending that the Board of
Trustees take appropriate action in response to the outside
auditors' report to satisfy itself of the outside auditor's
independence,

(c) to meet with the Funds' independent auditors, including private
meetings, as necessary (i) to review the arrangements for and
scope of the annual audit and any special audits; (ii) to
discuss any matters of concern relating to the Funds' financial
statements, including any adjustments to such statements
recommended by the auditors, or other results of said audit(s);
(iii) to consider the auditors' comments with respect to the
Funds' financial policies, procedures and internal accounting
controls and management's responses thereto; and (iv) to review
the form of opinion the auditors propose to render to the Board
and shareholders;

(d) to consider the effect upon the Funds of any changes in
accounting principles or practices proposed by management or
the auditors;

(e) to review the fee arrangements of the independent auditors as
negotiated by management;

(f) to investigate improprieties or suspected improprieties in fund
operations; and

(g) to report its activities to the full Board and make such recommendations
with respect to the above and other matters as the Committee may deem
necessary or appropriate.

4. The Committee shall have unrestricted access to the Funds' independent
accountants as well as the Funds' treasurer and other financial and
executive officers of the Funds and management.

5. The Committee shall meet as frequently as circumstances require with at
least one meeting being held with the Funds' independent auditors absent
the presence of management.

6. The Committee shall have the resources and authority appropriate to
discharge its responsibilities, including the authority to retain special
counsel and other experts or consultants at the expense of the appropriate
Funds.

7. The Committee shall review this Charter at least annually and recommend
any changes to the full Board of Directors.

EXHIBIT A TO THE AUDIT COMMITTEE CHARTER
REQUIREMENTS FOR AUDIT COMMITTEE MEMBERS

FINANCIAL LITERACY - Each member of the audit committee shall be financially
literate (or become so within a reasonable period time after appointment) as
determined by the Fund's Board of Trustees in its business judgment. At least
one member of the audit committee must have accounting or related financial
management expertise, as the Board of Trustees interprets such qualification in
its business judgment.

INDEPENDENCE. The following restrictions shall apply to every audit
committee member:

(A) Employees. A director who is an employee (including non-employee
executive officers) of the company or any of its affiliates may not serve
on the audit committee until three years following the termination of his
or her employment. In the event the employment relationship is with a
former parent or predecessor of the company, the director could serve on
the audit committee after three years following the termination of the
relationship between the company and the former parent or predecessor.

(B) Business Relationship. A director (i) who is a partner, controlling
shareholder, or executive officer of an organization that has a business
relationship with the company, or (ii) who has a direct business
relationship with the company (E.G., a consultant) may serve on the audit
committee only if the company's Board of Directors determines in its
business judgment that the relationship does not interfere with the
director's exercise of independent judgment. In making a determination
regarding the independence of a director pursuant to this paragraph, the
Board of Directors should consider, among other things, the materiality of
the relationship to the company, to the director, and, if applicable, to
the organization with which the director is affiliated.

"Business relationships" can include commercial, industrial, banking,
consulting, legal, accounting and other relationships. A director can have
this relationship directly with the company, or the director can be a
partner, officer or employee of an organization that has such a
relationship. The director may serve on the audit committee without the
above-referenced Board of Directors' determination after three years
following the termination of, as applicable, either (1) the relationship
between the organization with which the director is affiliated and the
company, (2) the relationship between the director and his or her
partnership status, shareholder interest or executive officer position, or
(3) the direct business relationship between the director and the company.

(C) Cross Compensation Committee Link. A director who is employed as an
executive of another corporation where any of the company's executives
serves on that corporation's compensation committee may not serve on the
audit committee.

(D) Immediate Family. A director who is an Immediate
Family member of an individual who is an executive officer of the company
or any of its affiliates cannot serve on the audit committee until three
years following the termination of such employment relationship

(E) Notwithstanding the requirements set forth above, one director who is
no longer an employee or who is an Immediate Family member of a former
executive officer of the company or its affiliates, but is not considered
independent pursuant to these provisions due to the three-year restriction
period, may be appointed, under exceptional and limited circumstances, to
the audit committee if the company's board of directors determines in its
business judgment that membership on the committee by the individual is
required by the best interests of the corporation and its shareholders,
and the company discloses, in the next annual proxy statement subsequent
to such determination, the nature of the relationship and the reasons for
that determination.

DEFINITIONS

(A) "Immediate Family" includes a person's spouse, parents, children, siblings,
mothers-in-law and fathers-in-law, sons and daughters-in-law, brothers and
sisters-in-law, and anyone (other than employees) who shares such person's home.

(B) "Affiliate" includes a subsidiary, sibling company, predecessor, parent
company, or former parent company.

(C) "Officer" shall have the meaning specified in Rule 16a-1(f) under the
Securities Exchange Act of 1934, or any successor rule.

PROXY

FRANKLIN UNIVERSAL TRUST

ANNUAL SHAREHOLDERS' MEETING - MAY 8, 2001

The undersigned hereby revokes all previous proxies for his or her
shares and appoints Harmon E. Burns, Rupert H. Johnson, Jr., Murray Simpson,
Barbara Green, and David Goss and each of them, proxies of the undersigned with
full power of substitution to vote all shares of Franklin Universal Trust (the
"Fund") which the undersigned is entitled to vote at the Fund's Annual Meeting
to be held at 777 Mariners Island Blvd., San Mateo, California at 2:00 p.m.
Pacific Time on the 8th day of May, 2001, including any adjournments thereof,
upon such business as may properly be brought before the meeting.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. IT WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY SHALL BE VOTED IN
FAVOR OF BOTH PROPOSALS (INCLUDING ALL NOMINEES FOR TRUSTEES). IF ANY OTHER
MATTERS PROPERLY COME BEFORE THE MEETING ABOUT WHICH THE PROXYHOLDERS WERE NOT
AWARE PRIOR TO THE TIME OF THE SOLICITATION, AUTHORIZATION IS GIVEN TO THE
PROXYHOLDERS IN ACCORDANCE WITH THE VIEWS OF MANAGEMENT THEREON. THE MANAGEMENT
IS NOT AWARE OF ANY SUCH MATTERS.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF PROPOSAL 2.

SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE

[ X ] PLEASE MARK
VOTE AS IN
THIS EXAMPLE

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF PROPOSAL 2.
1. Election of Trustees:

NOMINEES: (01) Frank H. Abbott, III, (02) Harris J. Ashton, (03) Robert F.
Carlson, (04) S. Joseph Fortunato, (05) Edward B. Jamieson, (06) Charles B.
Johnson, (07) Rupert H. Johnson, Jr., (08) Frank W. T. LaHaye, (09) Gordon S.
Macklin.

FOR [ ] WITHHOLD [ ] MARK HERE [ ] MARK HERE [ ]
ALL FROM ALL IF YOU PLAN FOR ADDRESS
NOMINEES NOMINEES TO ATTEND CHANGE AND
THE MEETING NOTE BELOW

[ ]-----------------------
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided

2. Ratification of the selection of PricewaterhouseCoopers LLP as the
independent auditors of the Fund for the fiscal year ending August 31, 2001.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]

3. To grant the proxyholders the authority to vote upon any other business that
may legally come before the meeting.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]

PLEASE SIGN AND PROMPTLY RETURN IN THE ACCOMPANYING ENVELOPE. NO POSTAGE IS
REQUIRED IF MAILED IN THE U.S.

NOTE: Please sign exactly as your name appears on this proxy. If signing for
estates, trusts, or corporations, title or capacity should be stated. If shares
are held jointly, each holder must sign.

Signature:-------------------- Date:----------- Signature:-------------------- Date:-----------