Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Franklin Fund Allocator Series
and Shareholders of Franklin NextStep Conservative Fund,
Franklin NextStep Moderate Fund,
Franklin NextStep Growth Fund,
Franklin Payout 2020 Fund,
Franklin Payout 2021 Fund and
Franklin Payout 2022 Fund

In planning and performing our audits of the financial statements
 of Franklin NextStep Conservative Fund,
Franklin NextStep Moderate Fund,
Franklin NextStep Growth Fund,
Franklin Payout 2020 Fund,
Franklin Payout 2021 Fund and
Franklin Payout 2022 Fund (the "Funds")
as of and for the year ended May 31, 2020, in accordance with
 the standards of the
 Public Company Accounting Oversight Board (United States) (PCAOB),
 we considered the Funds' 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-CEN, but not for the purpose of expressing
 an opinion on the effectiveness of the Funds' internal control
over financial reporting.  Accordingly, we do not express an
opinion on the effectiveness of the Funds' internal control
over financial reporting.

The management of the Funds 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 company'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 company'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 company; (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
company are being made only in accordance with authorizations of
 management and directors of the company; and (3) provide
 reasonable assurance regarding prevention or timely detection
 of unauthorized acquisition, use or disposition of a company'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 company's annual or interim financial
 statements will not be prevented or detected on a timely basis.

Our consideration of the Funds' 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 PCAOB. However, we noted no deficiencies in the Funds'
internal control over financial reporting and its operation,
including controls over safeguarding securities, that we consider
 to be a material weakness as defined above as of May 31, 2020.

This report is intended solely for the information and use of
 the Board of Trustees of Franklin Fund Allocator Series 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
July 17, 2020