DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
3/6/06
1. NAME OF REPORTING PERSON
Bulldog Investors, Phillip Goldstein and Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________
7. SOLE VOTING POWER
NA
8. SHARED VOTING POWER
NA
9. SOLE DISPOSITIVE POWER
NA
_________________________________________________________
10. SHARED DISPOSITIVE POWER
NA
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,664,100
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
13. PERCENT OF CLASS REPRESENTED BY ROW 11
5.95%
14. TYPE OF REPORTING PERSON
IA
________________________________________________________________
1. NAME OF REPORTING PERSON
Phillip Goldstein
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________
7. SOLE VOTING POWER
378,600
8. SHARED VOTING POWER
43,900
9. SOLE DISPOSITIVE POWER
893,800
_________________________________________________________
10. SHARED DISPOSITIVE POWER
770,300
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,664,100
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
13. PERCENT OF CLASS REPRESENTED BY ROW 11
5.95%
14. TYPE OF REPORTING PERSON
IA
________________________________________________________________
1. NAME OF REPORTING PERSON
Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________
7. SOLE VOTING POWER
770,300
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
_________________________________________________________
10. SHARED DISPOSITIVE POWER
770,300
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
770,300
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
13. PERCENT OF CLASS REPRESENTED BY ROW 11
2.75%
14. TYPE OF REPORTING PERSON
IA
________________________________________________________________
Item 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of Common Stock of
Franklin Universal Trust ("FT").The principal executive
offices of FT are located at One Franklin Parkway, San Mateo, CA
94403.
Item 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of Bulldog Investors, Phillip
Goldstein, 60 Heritage Drive, Pleasantville, NY 10570 a principal
of Bulldog Investors and Andrew Dakos, Park 80 W,Plaza Two,
Saddle Brook, NJ 07663, also a principal of Bulldog Investors.
Mr.Goldstein and Mr. Dakos are self-employed investment advisors.
During the past 5 years none of the above has been convicted in a
criminal proceeding, nor been party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a
result of which they were or are subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to,federal or state securities laws
or finding any violation with respect to such laws.
Each of the above are United States citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS
Shares of FT have been accumulated on behalf of managed
accounts. All funds that have been utilized to purchase such
shares are from such accounts or from margin loans from broker
dealers where these accounts are held.
ITEM 4. PURPOSE OF TRANSACTION
On January 19, 2006, the Fund announced that the Board of
Directors authorized management to implement an open-market share
repurchase program pursuant to which the Fund may purchase, from
time to time, up to 10% of the Fund's common stock "to address
the Fund's discount to net asset value." The filing persons
commend the board for acting to address the Fund's discount and
may communicate their views about the share repurchase program to
the board.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As per the proxy statement filed on 01/10/2006 there were
27,924,294 shares of FT outstanding as of 12/16/05. The
percentage set forth in item 5 was derived using such number.
Bulldog Investors, Phillip Goldstein and Andrew Dakos
beneficially own an aggregate of 1,664,100 shares of FT or 5.95%
of the outstanding shares.
Power to dispose of securities resides solely with Mr.
Goldstein for 893,800 shares. Power to vote securities
resides solely with Mr. Goldstein for 378,600 shares and jointly
for 43,900 shares. Power to dispose of securities resides jointly
with Mr. Dakos and Mr. Goldstein for 770,300 shares. Power to
vote securities resides solely with Mr. Dakos for 770,300 shares.
c) During the past 60 days the following shares of FT were
purchased (there were no sales):
3/15/2006 1200 6.1
3/14/2006 12000 6.1
3/14/2006 5000 6.1
3/13/2006 45300 6.06
3/13/2006 14800 6.06
3/13/2006 5000 6.06
3/13/2006 5000 6.05
3/10/2006 40000 6.06
3/9/2006 19500 6.06
3/9/2006 5000 6.07
3/9/2006 2600 6.06
3/8/2006 59900 6.03
3/8/2006 1300 6.03
3/7/2006 5000 6.08
3/7/2006 5000 6.07
3/7/2006 5000 6.07
3/6/2006 40000 6.2
3/3/2006 15000 6.25
3/3/2006 5000 6.25
3/3/2006 1200 6.22
3/2/2006 5000 6.24
3/2/2006 4000 6.25
3/1/2006 5000 6.25
2/27/2006 300 6.25
2/9/2006 5000 6.17
2/8/2006 5500 6.14
2/8/2006 4100 6.15
2/7/2006 3300 6.16
1/27/2006 5000 6.28
d) Beneficiaries of managed accounts are
entitled to receive any dividends or sales proceeds.
e) NA
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1. Joint Filing Agreement
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: 3/16/06
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
By: /s/ Andrew Dakos
Name: Andrew Dakos
Exhibit 1
Joint Filing Agreement
In accordance with Rule 13d-1 (k) (1) under the Securities
Exchange Act of 1934, as amended, the persons named below agree
to the joint filing on behalf of each of them of the Schedule
13D (and all further amendments filed by them) with respect to
the shares of FT.
Dated: 3/16/06
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
By: /s/ Andrew Dakos
Name: Andrew Dakos