Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Franklin Value Investors Trust and
Shareholders of Franklin MicroCap Value Fund, Franklin Mutual
U.S. Mid Cap Value Fund, and Franklin Small Cap Value Fund:
In planning and performing our audits of the financial statements
of Franklin Value Investors Trust (the "Trust") (comprising
Franklin MicroCap Value Fund, Franklin Mutual U.S. Mid Cap
Value Fund, and Franklin Small Cap Value Fund (collectively, the
"Funds") as of and for the year ended October 31, 2023, in
accordance with the standards of the Public Company Accounting
Oversight Board (United States) (PCAOB), we considered the
Trust's 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 Trust's internal control over financial
reporting. Accordingly, we express no such opinion.

The management of the Trust 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 U.S. 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 U.S. 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 Trust's annual or interim financial statements
will not be prevented or detected on a timely basis.

Our consideration of the Trust's 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 that might be material weaknesses under standards
established by the PCAOB. However, we noted no deficiencies in
the Trust's 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 October
31, 2023.

This report is intended solely for the information and use of
management and the Board of Trustees of Franklin Value
Investors Trust 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/ ERNST & YOUNG LLP


Boston, Massachusetts
December 15, 2023