TEMPLETON EMERGING MARKETS FUND INC, DEF 14A, 1999-01-07

TEMPLETON EMERGING MARKETS FUND INC
DEF 14A, 1999-01-07

Previous: AMERICAN AADVANTAGE FUNDS, 497, 1999-01-07

Next: PROFESSIONALLY MANAGED PORTFOLIOS, N-30D, 1999-01-07

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ______________)

Filed by the Registrant /X/
Filed by a party other than the Registrant / /

Check the appropriate box:
/ / Preliminary proxy statement
/ / Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12

TEMPLETON EMERGING MARKETS FUND, INC.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)

------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

/X/ No fee required.

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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

(2) Aggregate number of securities to which transactions applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
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:

(2) Form, Schedule or Registration Statement No.:

(3) Filing party:

(4) Date filed:

PAGE

[GRAPHIC OMITTED]

TEMPLETON EMERGING MARKETS FUND, INC.

IMPORTANT SHAREHOLDER INFORMATION

These materials are for the annual meeting of shareholders scheduled for
Tuesday, February 16, 1999 at 10:00 a.m. (EST). 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 Directors' 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 FUND INFORMATION AT
1-800/DIAL BEN/registered trademark/ (1-800/342-5236).

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.

<PAGE>

[GRAPHIC OMITTED]

TEMPLETON EMERGING MARKETS FUND, INC.

NOTICE OF 1999 ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting ("Meeting") of shareholders of Templeton Emerging Markets
Fund, Inc. (the "Fund") will be held at 500 East Broward Boulevard, 12th Floor,
Ft. Lauderdale, Florida 33394-3091 on Tuesday, February 16, 1999 at 10:00 a.m.
(EST).

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

1. The election of Directors of the Fund to hold office for the terms specified;

2. The ratification or rejection of the selection of McGladrey & Pullen, LLP as
independent auditors of the Fund for the fiscal year ending August 31,
1999; and

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

By order of the Board of Directors,

Barbara J. Green,
SECRETARY

January 11, 1999

MANY SHAREHOLDERS HOLD SHARES IN MORE THAN ONE TEMPLETON FUND AND WILL RECEIVE
PROXY MATERIAL FOR EACH FUND OWNED. PLEASE SIGN AND PROMPTLY RETURN EACH PROXY
CARD IN THE SELF-ADDRESSED ENVELOPE REGARDLESS OF THE NUMBER OF SHARES YOU OWN.

<PAGE>

TEMPLETON EMERGING MARKETS FUND, INC.

PROXY STATEMENT

/diamond/ INFORMATION ABOUT VOTING:

WHO IS ELIGIBLE TO VOTE?

Shareholders of record at the close of business on December 18, 1998 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 January 11, 1999.

ON WHAT ISSUES AM I BEING ASKED TO VOTE?

You are being asked to vote on three proposals:

1. The election of six nominees to the position of Director;

2. The ratification or rejection of the selection of McGladrey & Pullen,
LLP as independent auditors of the Fund for the fiscal year ending
August 31, 1999; and

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

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

The Directors unanimously recommend that you vote:

1. FOR the election of nominees;

2. FOR the ratification of the selection of McGladrey & Pullen, LLP as
independent auditors of the Fund; and

3. FOR the proxyholders to vote, in their discretion, on any other business
that may properly come before the Meeting.

<PAGE>

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 Director (Proposal 1), IN FAVOR of ratifying the selection of
McGladrey & Pullen, 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 legally may come before the Meeting (Proposal 3).

CAN I REVOKE MY PROXY?

You may revoke your proxy at any time before it is voted by (1) delivering
a written revocation to the Secretary of the Fund, (2) forwarding to the
Fund a later-dated proxy card that is received by the Fund at or prior to
the Meeting, or (3) attending the Meeting and voting in person.

/diamond/ THE PROPOSALS:

PROPOSAL 1: ELECTION OF DIRECTORS

HOW ARE NOMINEES SELECTED?

The Board of Directors of the Fund (the "Board") has a Nominating and
Compensation Committee (the "Committee") consisting of Andrew H. Hines,
Jr., Edith E. Holiday and Gordon S. Macklin. The Committee is responsible
for the selection, nomination for appointment and election of candidates to
serve as Directors of the Fund. The Committee will review shareholders'
nominations to fill vacancies on the Board, if these nominations are in
writing and addressed to the Committee at the Fund's offices. However, the
Committee expects to be able to identify from its own resources an ample
number of qualified candidates.

WHO ARE THE NOMINEES AND DIRECTORS?

The Board is divided into three classes, each class having a term of three
years. Each year the term of office of one class expires. This year, the
terms of four Directors are expiring.

<PAGE>

Harris J. Ashton, Nicholas F. Brady, S. Joseph Fortunato and Edith E.
Holiday have been nominated for three-year terms, set to expire at the 2002
Annual Meeting of Shareholders. In addition, Frank J. Crothers has been
nominated for a three-year term, set to expire at the 2002 Annual Meeting
of Shareholders and Constantine D. Tseretopoulos has been nominated for a
two-year term, set to expire at the 2001 Annual Meeting of Shareholders.
These terms continue, however, until successors are duly elected and
qualified. With the exception of Messrs. Crothers and Tseretopoulos, all of
the nominees are currently members of the Board. In addition, all of the
current nominees and Directors are also directors or trustees of other
investment companies in the Franklin Group of Funds/registered trademark/
and/or the Templeton Group of Funds (collectively, the "Franklin Templeton
Group of Funds").

Certain Directors 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 15%, respectively, of its outstanding shares. Resources is primarily
engaged, through 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 E. Johnson, a vice
president of the Fund, is the son and nephew, respectively, of brothers
Charles B. Johnson, the chairman of the Board and a vice president of the
Fund, and Rupert H. Johnson, Jr., a vice president of the Fund. There are
no family relationships among any of the Directors or nominees for
Director.

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 other
persons who may be nominated as Directors.

<PAGE>

Listed below, for each nominee and current Director, is a brief description
of recent professional experience.

HARRIS J. ASHTON Director, RBC Holdings, Inc. 500** 1,105,180
DIRECTOR SINCE 1992 (bank holding company) and Bar-S
Foods (meat packing company);
director or trustee, as the case may
be, of 49 of the investment
companies in the Franklin
Templeton Group of Funds; and
FORMERLY, President, Chief
Executive Officer and Chairman of
the Board, General Host
Corporation (nursery and craft
centers). Age 66.
</TABLE>

<PAGE>

FRANK J. CROTHERS Chairman, Atlantic Equipment & 0 118,461
Power Ltd.; Vice Chairman,
Caribbean Utilities Co., Ltd.;
President, Provo Power
Corporation; director of various
other business and non-profit
organizations; and director or
trustee, as the case may be, of 7 of
the investment companies in the
Franklin Templeton Group of
Funds. Age 54.
</TABLE>

<PAGE>

EDITH E. HOLIDAY Director, Amerada Hess 100** 4,978
DIRECTOR SINCE 1996 Corporation (exploration and
refining of natural gas) and
Hercules Incorporated (chemicals,
fibers and resins) (1993-present),
Beverly Enterprises, Inc. (health
care) (1995-present) and H.J.
Heinz Company (processed foods
and allied products) (1994-
present); director or trustee, as the
case may be, of 25 of the
investment companies in the
Franklin Templeton Group of
Funds; and FORMERLY, Chairman
(1995-1997) and Trustee (1993-
1997), National Child Research
Center, Assistant to the President
of the United States and Secretary
of the Cabinet (1990-1993),
General Counsel to the United
States Treasury Department
(1989-1990), and Counselor to the
Secretary and Assistant Secretary
for Public Affairs and Public
Liaison -- United States Treasury
Department (1988-1989). Age 46.
</TABLE>

<PAGE>

CONSTANTINE D. Physician, Lyford Cay Hospital 0 81,989
TSERETOPOULOS (1987-present); director of various
nonprofit organizations; director or
trustee, as the case may be, of 7 of
the investment companies in the
Franklin Templeton Group of
Funds; and FORMERLY, Cardiology
Fellow, University of Maryland
(1985-1987) and Internal Medicine
Intern, Greater Baltimore Medical
Center (1982-1985). Age 44.

DIRECTORS SERVING UNTIL 2001 ANNUAL MEETING OF SHAREHOLDERS:

HARMON E. BURNS* Executive Vice President and 0 891,622
DIRECTOR SINCE 1992 Director, Franklin Resources, Inc.,
AND VICE PRESIDENT Franklin Templeton Distributors,
SINCE 1996 Inc. and Franklin Templeton
Services, Inc.; Executive Vice
President, Franklin Advisers, Inc.;
Director, Franklin/Templeton
Investor 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 53 of the investment
companies in the Franklin
Templeton Group of Funds.
Age 53.

</TABLE>

<PAGE>

CHARLES B. JOHNSON* President, Chief Executive Officer 1,000** 1,795,726
CHAIRMAN SINCE 1995 and Director, Franklin Resources,
AND VICE PRESIDENT SINCE Inc.; Chairman of the Board and
1992 Director, Franklin Advisers, Inc.,
Franklin Advisory Services, Inc.,
Franklin Investment Advisory
Services, Inc. and Franklin
Templeton Distributors, Inc.;
Director, Franklin/Templeton
Investor Services, Inc. and
Franklin Templeton Services, Inc.;
officer and/or director or trustee,
as the case may be, of most of the
other subsidiaries of Franklin
Resources, Inc. and of 50 of the
investment companies in the
Franklin Templeton Group of
Funds. Age 65.
</TABLE>

<PAGE>

JOHN Wm. GALBRAITH President, Galbraith Properties, 92,905** 1,838,341
DIRECTOR SINCE 1995 Inc. (personal investment
company); Director Emeritus, Gulf
West Banks, Inc. (bank holding
company) (1995-present); director
or trustee, as the case may be, of
20 of the investment companies in
the Franklin Templeton Group of
Funds; and FORMERLY, Director,
Mercantile Bank (1991-1995), Vice
Chairman, Templeton, Galbraith &
Hansberger Ltd. (1986-1992), and
Chairman, Templeton Funds
Management, Inc. (1974-1991).
Age 77.

BETTY P. KRAHMER Director or trustee of various civic 1,000 ** 136,268
DIRECTOR SINCE 1990 associations; director or trustee, as
the case may be, of 21 of the
investment companies in the
Franklin Templeton Group of
Funds; and FORMERLY, Economic
Analyst, U.S. government. Age 69.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED IN THE
FRANKLIN
FUND SHARES TEMPLETON
OWNED BENEFICIALLY GROUP OF FUNDS
PRINCIPAL OCCUPATION AND % OF TOTAL (INCLUDING THE
NAME AND OFFICES DURING PAST FIVE OUTSTANDING ON FUND) AS OF
WITH THE FUND YEARS AND AGE NOVEMBER 12, 1998 NOVEMBER 12, 1998
- ------------------------ ------------------------------------ -------------------- ------------------
<S> <C> <C> <C>
FRED R. MILLSAPS Manager of personal investments 0 420,628
DIRECTOR SINCE 1990 (1978-present); director of various
business and nonprofit
organizations; director or trustee,
as the case may be, of 22 of the
investment companies in the
Franklin Templeton Group of
Funds; and FORMERLY, Chairman
and Chief Executive Officer,
Landmark Banking Corporation
(1969-1978), Financial Vice
President, Florida Power and Light
(1965-1969), and Vice President,
Federal Reserve Bank of Atlanta
(1958-1965). Age 69.
</TABLE>
------------------------
* Nicholas F. Brady, Harmon E. Burns and Charles B. Johnson are "interested
persons" as defined by 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 directors. Mr. Johnson is an interested
person due to his ownership interest in Resources, and Mr. Burns is an
interested person due to his employment affiliation with Resources. Mr.
Brady's status as an interested person results from his business
affiliations with Resources and Templeton Global Advisors Limited. Mr. Brady
and Resources are both limited partners of Darby Overseas Partners, L.P.
("Darby Overseas"). Mr. Brady is Chairman and shareholder of Darby Emerging
Markets Investments LDC, which is the corporate general partner of Darby
Overseas. In addition, Darby Overseas and Templeton Global Advisors Limited
are limited partners of Darby Emerging Markets Fund, L.P. The remaining
nominees and Directors of the Fund are not interested persons of the Fund
(the "Independent Directors").

** Less than 1% of the outstanding shares of the Fund.

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

The role of the Directors is to provide general oversight of the Fund's
business, and to ensure that the Fund is operated for the benefit of
shareholders. The Directors anticipate meeting at least five times during
the current fiscal year to review the operations of the Fund and the Fund's
investment performance. The Directors also oversee the services furnished
to the Fund by Templeton Asset Management Ltd. -- Hong Kong Branch, the
Fund's investment manager (the "Investment Manager"), and various other
service providers. The Fund pays the Independent Directors and Mr. Brady an
annual retainer of $2,000 and a fee of $200 per Board meeting attended.
Directors serving on the Audit

<PAGE>

Committee of the Fund and other investment companies in the Franklin
Templeton Group of Funds receive a flat fee of $2,000 per Audit 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, 1998, there were five meetings of
the Board, one meeting of the Audit Committee, and two meetings of the
Nominating and Compensation Committee. Each of the Directors then in office
attended at least 75% of the total number of meetings of the Board and the
total number of meetings held by all committees of the Board on which the
Director served. There was 100% attendance at the meetings of the Audit
Committee and the Nominating and Compensation Committee.

Certain Directors and Officers of the Fund are shareholders of Resources
and may receive indirect remuneration due to their participation in
management fees and other fees received from the Franklin Templeton Group
of 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.

The following table shows the compensation paid to Directors by the Fund
and by the Franklin Templeton Group of Funds:

<TABLE>
<CAPTION>
AGGREGATE NUMBER OF BOARDS WITHIN THE TOTAL COMPENSATION FROM
COMPENSATION FRANKLIN TEMPLETON GROUP OF THE FRANKLIN TEMPLETON
NAME OF DIRECTOR FROM THE FUND* FUNDS ON WHICH DIRECTOR SERVES** GROUP OF FUNDS***
- ------------------------- ---------------- ---------------------------------- ------------------------
<S> <C> <C> <C>
Harris J. Ashton $ 3,675 49 $361,157
Nicholas F. Brady 3,675 21 140,975
S. Joseph Fortunato 3,675 51 367,835
John Wm. Galbraith 3,491 20 134,425
Andrew H. Hines, Jr. 3,691 22 208,075
Edith E. Holiday 3,675 25 211,400
Betty P. Krahmer 3,675 21 141,075
Gordon S. Macklin 3,675 49 361,157
Fred R. Millsaps 3,691 22 210,075
</TABLE>
- ------------------------
* Compensation received for the fiscal year ended August 31, 1998. During the
period from September 1, 1997 through February 27, 1998, an annual retainer
of $2,500 and fees at the rate of $200 per Board meeting attended were in
effect.
** We base the number of boards on the number of registered investment
companies in the Franklin Templeton Group of 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 Group
of Funds currently includes 54 registered investment companies, with
approximately 168 U.S. based funds or series.
*** For the calendar year ended December 31, 1998.

The table above indicates the total fees paid to Directors by the Fund
individually and all of the funds in the Franklin Templeton Group of Funds.
These Directors also serve as directors or trustees of other investment
companies in the Franklin Templeton Group of Funds, many of which hold
meetings at different dates and times. The Directors and the

<PAGE>

Fund's management believe that having the same individuals serving on the
boards of many of the funds in the Franklin Templeton Group of 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 Directors 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 of the funds in the Franklin Templeton Group of
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 Directors and serve at the
pleasure of the Board. Listed below, for each Executive Officer, is a brief
description of recent professional experience:

<TABLE>
<CAPTION>
NAME AND OFFICES PRINCIPAL OCCUPATION
WITH THE FUND DURING PAST FIVE YEARS AND AGE
- ---------------------------- ------------------------------------------------------------
<S> <C>
CHARLES B. JOHNSON See Proposal 1, "Election of Directors."
CHAIRMAN SINCE 1995 AND
VICE PRESIDENT SINCE 1992

J. MARK MOBIUS Portfolio Manager of various Templeton advisory affiliates;
PRESIDENT SINCE 1987 Managing Director of Templeton Asset Management Ltd.;
officer of 8 of the investment companies in the Franklin
Templeton Group of Funds; and FORMERLY, President,
International Investment Trust Company Limited (investment
manager of Taiwan R.O.C. Fund) (1986-1987) and Director,
Vickers da Costa, Hong Kong (1983-1986). Age 62.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
NAME AND OFFICES PRINCIPAL OCCUPATION
WITH THE FUND DURING PAST FIVE YEARS AND AGE
- ------------------------------- ---------------------------------------------------------------
<S> <C>
RUPERT H. JOHNSON, JR. Executive Vice President and Director, Franklin Resources,
VICE PRESIDENT SINCE 1996 Inc. and Franklin Templeton Distributors, Inc.; President and
Director, Franklin Advisers, Inc.; Senior Vice President and
Director, Franklin Advisory Services, Inc. and Franklin
Investment Advisory Services, Inc.; Director, Franklin/
Templeton Investor 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 53 of the
investment companies in the Franklin Templeton Group of
Funds. Age 58.

HARMON E. BURNS See Proposal 1, "Election of Directors."
DIRECTOR SINCE 1992 AND VICE
PRESIDENT SINCE 1996

CHARLES E. JOHNSON Senior Vice President and Director, Franklin Resources, Inc.;
VICE PRESIDENT SINCE 1996 Senior Vice President, Franklin Templeton Distributors, Inc.;
President and Director, Templeton Worldwide, Inc.; Chairman
and Director, Templeton Investment Counsel, Inc.; Vice
President, Franklin Advisers, Inc.; 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
34 of the investment companies in the Franklin Templeton
Group of Funds. Age 42.

DEBORAH R. GATZEK Senior Vice President and General Counsel, Franklin
VICE PRESIDENT SINCE 1996 Resources, Inc.; Senior Vice President, Franklin Templeton
Services, Inc. and Franklin Templeton Distributors, Inc.;
Executive Vice President, Franklin Advisers, Inc.; Vice
President, Franklin Advisory Services, Inc.; Vice President,
Chief Legal Officer and Chief Operating Officer, Franklin
Investment Advisory Services, Inc.; and officer of 53 of the
investment companies in the Franklin Templeton Group of
Funds. Age 50.

MARK G. HOLOWESKO President, Templeton Global Advisors Limited; Chief
VICE PRESIDENT SINCE 1989 Investment Officer, Global Equity Group; Executive Vice
President and Director, Templeton Worldwide, Inc.; officer of
21 of the investment companies in the Franklin Templeton
Group of Funds; and FORMERLY, Investment Administrator,
RoyWest Trust Corporation (Bahamas) Limited (1984-1985).
Age 38.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
NAME AND OFFICES PRINCIPAL OCCUPATION
WITH THE FUND DURING PAST FIVE YEARS AND AGE
- ----------------------------- ----------------------------------------------------------------
<S> <C>
MARTIN L. FLANAGAN Senior Vice President and Chief Financial Officer, Franklin
VICE PRESIDENT SINCE 1989 Resources, Inc.; Executive Vice President and Director,
Templeton Worldwide, Inc.; Executive Vice President, Chief
Operating Officer and Director, Templeton Investment
Counsel, Inc.; Executive Vice President and Chief Financial
Officer, Franklin Advisers, Inc.; Chief Financial Officer,
Franklin Advisory Services, Inc. and Franklin Investment
Advisory Services, Inc.; President and Director, Franklin
Templeton Services, Inc.; Senior Vice President and Chief
Financial Officer, Franklin/Templeton Investor Services, Inc.;
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 53 of the investment
companies in the Franklin Templeton Group of Funds.
Age 38.

JOHN R. KAY Vice President and Treasurer, Templeton Worldwide, Inc.;
VICE PRESIDENT SINCE 1994 Assistant Vice President, Franklin Templeton Distributors,
Inc.; officer of 25 of the investment companies in the Franklin
Templeton Group of Funds; and FORMERLY, Vice President and
Controller, Keystone Group, Inc. Age 58.

ELIZABETH M. KNOBLOCK General Counsel, Secretary and Senior Vice President,
VICE PRESIDENT - Templeton Investment Counsel, Inc.; Senior Vice President,
COMPLIANCE SINCE 1996 Templeton Global Investors, Inc.; officer of 21 of the
investment companies in the Franklin Templeton Group of
Funds; and FORMERLY, Vice President and Associate General
Counsel, Kidder Peabody & Co. Inc. (1989-1990), Assistant
General Counsel, Gruntal & Co., Inc. (1988), Vice President
and Associate General Counsel, Shearson Lehman Hutton
Inc. (1988), Vice President and Assistant General Counsel,
E.F. Hutton & Co. Inc. (1986-1988), and Special Counsel of
the Division of Investment Management, U.S. Securities and
Exchange Commission (1984-1986). Age 43.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
NAME AND OFFICES PRINCIPAL OCCUPATION
WITH THE FUND DURING PAST FIVE YEARS AND AGE
- ------------------------ -----------------------------------------------------------------
<S> <C>
BARBARA J. GREEN Senior Vice President, Templeton Worldwide, Inc. and
SECRETARY SINCE 1996 Templeton Global Investors, Inc.; officer of 21 of the
investment companies in the Franklin Templeton Group of
Funds; and FORMERLY, Deputy Director of the 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, and
Judicial Clerk, U.S. District Court (District of Massachusetts).
Age 51.

JAMES R. BAIO Certified Public Accountant; Treasurer, Franklin Mutual
TREASURER SINCE 1994 Advisers, Inc.; Senior Vice President, Templeton Worldwide,
Inc., Templeton Global Investors, Inc. and Templeton Funds
Trust Company; officer of 22 of the investment companies in
the Franklin Templeton Group of Funds; and FORMERLY, Senior
Tax Manager, Ernst & Young (certified public accountants)
(1977-1989). Age 44.
</TABLE>

PROPOSAL 2: RATIFICATION OR REJECTION OF INDEPENDENT AUDITORS

HOW ARE INDEPENDENT AUDITORS SELECTED?

The Board has a standing Audit Committee consisting of Messrs. Galbraith,
Hines and Millsaps, all of whom are Independent Directors. The Audit
Committee reviews the maintenance of the Fund's records and the safekeeping
arrangements of the Fund's custodian, reviews both the audit and non-audit
work of the Fund's independent auditors, and submits a recommendation to
the Board as to the selection of independent auditors.

WHICH INDEPENDENT AUDITORS DID THE BOARD SELECT?

For the current fiscal year, the Board selected as auditors the firm of
McGladrey & Pullen, LLP, 555 Fifth Avenue, New York, New York 10017.
McGladrey & Pullen, LLP has been the auditors of the Fund since its
inception in 1987, and has examined and reported on the fiscal year-end
financial statements, dated August 31, 1998, and certain related U.S.
Securities and Exchange Commission filings. Neither the firm of McGladrey &
Pullen, LLP nor any of its members have any material direct or indirect
financial interest in the Fund.

<PAGE>

Representatives of McGladrey & Pullen, LLP are not expected to be present
at the Meeting, but have been given the opportunity to make a statement if
they wish, and will be available should any matter arise requiring their
presence.

PROPOSAL 3: OTHER BUSINESS

The Directors know of no other business to be presented at the Meeting.
However, if any additional matters should be properly presented, proxies
will be voted or not voted as specified. Proxies reflecting no
specification will be voted in accordance with the judgment of the persons
named in the proxy.

/diamond/ INFORMATION ABOUT THE FUND

THE INVESTMENT MANAGER. The Investment Manager of the Fund is Templeton
Asset Management Ltd. -- Hong Kong Branch, a Singapore company with a
branch office at Two Exchange Square, Hong Kong. Pursuant to an investment
management agreement, the Investment Manager manages the investment and
reinvestment of Fund assets. The Investment Manager is an indirect,
wholly-owned subsidiary of Resources.

THE FUND ADMINISTRATOR. The administrator of the Fund is Franklin Templeton
Services, Inc. ("FT Services") with offices at 777 Mariners Island Blvd.,
San Mateo, California 94403-7777. FT Services is an indirect, wholly-owned
subsidiary of Resources. Pursuant to an administration agreement, FT
Services performs certain administrative functions for the Fund.

THE TRANSFER AGENT. The transfer agent, registrar and dividend disbursement
agent for the Fund is ChaseMellon Shareholder Services, L.L.C., 85
Challenger Road, Overpeck Centre, Ridgefield Park, New Jersey 07660.

THE CUSTODIAN. The custodian for the Fund is The Chase Manhattan Bank,
MetroTech Center, Brooklyn, New York 11245.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. U.S. securities
laws require that the Fund's Directors, Officers and shareholders owning
more than 10% of outstanding shares, as well as affiliated persons of its
Investment Manager, report their ownership of the Fund's shares and any
changes in that ownership. Specific due dates for these reports have been
established, and the Fund is required to report in this proxy statement any
failure to file by these dates during the fiscal year ended August 31,
1998. To the best of the Fund's knowledge, all of these filing requirements
were met.

<PAGE>

OTHER MATTERS. The Fund's last audited financial statements and annual
report, dated August 31, 1998, are available free of charge. To obtain a
copy, please call 1-800/DIAL BEN/registered trademark/ or forward a written
request to Franklin/Templeton Investor Services, Inc., P.O. Box 33030, St.
Petersburg, Florida 33733-8030.

As of December 18, 1998, the Fund had 17,651,129 shares outstanding and
total net assets of $156,366,375. The Fund's shares are listed on the NYSE
(symbol: EMF) and on the Pacific Exchange. 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 November 12, 1998, 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 November 12,
1998, no nominee or Director of the Fund owned 1% or more of the
outstanding shares of the Fund, and the Officers and Directors of the Fund
owned, as a group, less than 1% of the outstanding shares of the Fund.

/diamond/ FURTHER INFORMATION ABOUT VOTING
AND THE MEETING

SOLICITATION OF PROXIES. The cost of soliciting proxies, including the fees
of a proxy soliciting agent, are 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 would be primarily by mail, but also may include
telephone, telecopy or oral solicitations. If the Fund does not receive
your proxy by a certain time you may receive a telephone call from
Shareholder Communications Corporation asking you to vote. If professional
proxy solicitors are retained, it is expected that soliciting fees would be
approximately $3,500, plus expenses. The Fund does not reimburse Directors
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

18
<PAGE>

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
these shares in the same proportion as they vote shares for which they
received instructions.

QUORUM. A majority 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.

METHODS OF TABULATION. Proposal 1, the election of Directors, requires the
affirmative vote of the holders of a plurality of the Fund's shares present
and voting on the Proposal at the Meeting. Proposal 2, ratification of the
selection of the 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.

SIMULTANEOUS MEETINGS. The Meeting is to be held at the same time as the
meetings of shareholders of Templeton Global Income Fund, Inc., Templeton
Global Governments Income Trust, Templeton China World Fund, Inc., and
Templeton Emerging Markets Income Fund, Inc. It is anticipated that all
meetings will be held simultaneously. If any shareholder at the Meeting
objects to the holding of a simultaneous meeting and moves for an
adjournment of the Meeting to a time promptly after the simultaneous
meeting, the persons named as proxies will vote in favor of such
adjournment.

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 further
solicitation of proxies with respect to those proposals. The persons named
as proxies

<PAGE>

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 February 2000. Shareholder proposals to be presented at the
next annual meeting must be received at the Fund's offices, 500 East
Broward Boulevard, 12th Floor, Ft. Lauderdale, Florida 33394-3091, no later
than September 14, 1999 in order to be included in the Fund's proxy
statement and proxy card relating to that meeting and presented at the
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 2000 annual meeting of shareholders
without including the proposal in the Fund's proxy statement must notify
the Fund, at the Fund's offices, of such proposal by November 28, 1999. 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 2000 annual meeting
of shareholders may exercise discretionary voting power with respect to any
such proposal.

By order of the Board of Directors,

Barbara J. Green,
SECRETARY

January 11, 1999

PAGE

TEMPLETON EMERGING MARKETS FUND, INC.
ANNUAL MEETING OF SHAREHOLDERS, FEBRUARY 16, 1999

The undersigned hereby appoints BARBARA J. GREEN, JAMES R. BAIO and
BRUCE S. ROSENBERG, and each of them, proxies of the undersigned with full power
of substitution to vote all shares of Templeton Emerging Markets Fund, Inc. (the
"Fund") that the undersigned is entitled to vote at the Fund's Annual Meeting to
be held at 500 East Broward Blvd., 12th Floor, Ft. Lauderdale, Florida at 10:00
a.m., EST, on the 16th day of February 1999, including any adjournment thereof,
upon matters set forth below and revokes all previous proxies for his shares.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. IT WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY SHALL BE VOTED FOR
PROPOSALS 1 (INCLUDING ALL NOMINEES FOR DIRECTORS) AND 2, AND WITHIN THE
DISCRETION OF THE PROXYHOLDERS AS TO ANY OTHER MATTER PURSUANT TO PROPOSAL 3.

(CONTINUED, AND TO BE SIGNED ON THE OTHER SIDE)

FOLD AND DETACH HERE

<PAGE>

Please mark your ballot as
indicated in this example [ ]

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 THROUGH 3.

Proposal 1 - Election of Directors.

FOR all nominees WITHHOLD Nominees: Harris J. Ashton, Nicholas F. Brady, Frank J.
listed (except as AUTHORITY Crothers, S. Joseph Fortunato, Edith E. Holiday and

marked to the right) to vote for all Constantine D. Tseretopoulos.
nominees listed

To withhold authority to
vote for any individual
nominee, write that
nominee's name on the line
below.

------------------------------------------------------------

</TABLE>

Proposal 2 - Ratification of the selection of McGladrey & Pullen, LLP as
independent auditors for the Fund for the fiscal year ending August 31, 1999.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

Proposal 3 - In their discretion, the Proxyholders are authorized to vote upon
such other matters that may legally come before the Meeting or any adjournments
thereof.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

I PLAN TO ATTEND THE MEETING. YES NO
[ ] [ ]

SIGNATURE(S): DATED , 1999
-------------------------------------------- -------

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 SHOULD SIGN.

FOLD AND DETACH HERE