TEMPLETON EMERGING MARKETS FUND INC, DEF 14A, 2000-01-28

TEMPLETON EMERGING MARKETS FUND INC
DEF 14A, 2000-01-28

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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>

[FRANKLIN TEMPLETON LOGO]

TEMPLETON EMERGING MARKETS FUND, INC.

IMPORTANT SHAREHOLDER INFORMATION

These materials are for the Annual Meeting of Shareholders scheduled for
Tuesday, March 7, 2000 at 2:00 p.m. Eastern 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 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>

[FRANKLIN TEMPLETON LOGO]

TEMPLETON EMERGING MARKETS FUND, INC.

NOTICE OF 2000 ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting ("Meeting") of shareholders of Templeton Emerging Markets
Fund, Inc. (the "Fund") will be held at the Fund's offices, 500 East Broward
Boulevard, 12th Floor, Ft. Lauderdale, Florida 33394-3091 on Tuesday, March 7,
2000 at 2:00 p.m. Eastern time.

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

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

2. The ratification or rejection of the selection of PricewaterhouseCoopers LLP
as independent auditors of the Fund for the fiscal year ending August 31,
2000;

3. The amendment of the Fund's fundamental investment restriction regarding
diversification of its investments; and

4. 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 28, 2000

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 Friday, January 14, 2000
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
28, 2000.

ON WHAT ISSUES AM I BEING ASKED TO VOTE?

You are being asked to vote on four proposals:

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

2. The ratification or rejection of the selection of PricewaterhouseCoopers
LLP as independent auditors of the Fund for the fiscal year ending August
31, 2000;

3. The amendment of the Fund's fundamental investment restriction regarding
diversification of its investments; and

4. 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 the four nominees;

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

3. FOR the amendment of the Fund's fundamental investment restriction
regarding diversification of its investments; and

4. FOR the proxyholders to have discretion to vote on any other business
that may properly come before the Meeting.

1
<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 4, 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 4, your shares will be voted IN FAVOR of the
nominees for Director (Proposal 1), IN FAVOR of ratifying the selection of
PricewaterhouseCoopers LLP as independent auditors (Proposal 2), IN FAVOR
of the amendment of the Fund's fundamental investment restriction regarding
diversification of its investments (Proposal 3), 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 4).

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 at
or prior to the Meeting, or attending the Meeting and voting in person.

/diamon/ 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, all of whom are independent
directors. The Committee is responsible for the selection and nomination
for appointment 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 submitted 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.

2
<PAGE>

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. John Wm. Galbraith, Betty P. Krahmer,
Gordon S. Macklin and Fred R. Millsaps have been nominated for three-year
terms, set to expire at the 2003 Annual Meeting of Shareholders. These
terms continue, however, until successors are duly elected and qualified.
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 available 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 Directors.

3
<PAGE>

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

JOHN Wm. GALBRAITH President, Galbraith Properties, 198,399*** 3,047,720
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 18 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 78.

BETTY P. KRAHMER Director or trustee of various 1,000** 152,881
DIRECTOR SINCE 1990 civic associations; director or
trustee, as the case may be, of 19
of the investment companies in
the Franklin Templeton Group of
Funds; and FORMERLY, Economic
Analyst, U.S. government.
Age 70.
</TABLE>

4
<PAGE>

<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED IN THE
FUND SHARES FRANKLIN
BENEFICIALLY OWNED TEMPLETON
AND % OF TOTAL GROUP OF FUNDS
PRINCIPAL OCCUPATION OUTSTANDING (INCLUDING THE
NAME AND OFFICES DURING PAST FIVE SHARES AS OF FUND) AS OF
WITH THE FUND YEARS AND AGE DECEMBER 31, 1999 DECEMBER 31, 1999
- ---------------------- ------------------------------------ -------------------- ------------------
<S> <C> <C> <C>
GORDON S. MACKLIN Director, Martek Biosciences 2,000** 443,627
DIRECTOR SINCE 1993 Corporation, MCI WorldCom,
Inc. (information 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 47 of the
investment companies in the
Franklin Templeton Group of
Funds; and FORMERLY, Chairman,
White River Corporation
(financial services) and
Hambrecht & Quist Group
(investment banking), and
President, National Association
of Securities Dealers, Inc.
Age 71.

FRED R. MILLSAPS Manager of personal investments 0 261,803
DIRECTOR SINCE 1990 (1978-present); director of
various business and nonprofit
organizations; director or trustee,
as the case may be, of 20 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 70.
</TABLE>

5
<PAGE>

HARRIS J. ASHTON Director, RBC Holdings, Inc. 500** 1,509,048
DIRECTOR SINCE 1992 (bank holding company) and
Bar-S Foods (meat packing
company); director or trustee, as
the case may be, of 47 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 (until 1998). Age 67.

NICHOLAS F. BRADY* Chairman, Templeton Emerging 1,000** 57,649
DIRECTOR SINCE 1993 Markets Investment Trust PLC,
Templeton Latin America
Investment Trust PLC, Darby
Overseas Investments, Ltd. and
Darby Emerging Markets
Investments LDC (investment
firms) (1994-present); Director,
Templeton Global Strategy
Funds, Amerada Hess
Corporation (exploration and
refining of oil and gas), C2, Inc.
(operating and investment
business), and H.J. Heinz
Company (processed foods and
allied products); director or
trustee, as the case may be, of 19
of the investment companies in
the Franklin Templeton Group of
Funds; and FORMERLY, Secretary of
the United States Department of
the Treasury (1988-1993),
Chairman of the Board, Dillon,
Read & Co., Inc. (investment
banking) (until 1988), and United
States Senator, New Jersey (April
1982 - December 1982). Age 69.
</TABLE>

6
<PAGE>

S. JOSEPH FORTUNATO Member of the law firm of 100** 583,059
DIRECTOR SINCE 1992 Pitney, Hardin, Kipp & Szuch;
and director or trustee, as the
case may be, of 49 of the
investment companies in the
Franklin Templeton Group of
Funds. Age 67.
</TABLE>

7
<PAGE>

<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED IN THE
FUND SHARES FRANKLIN
BENEFICIALLY OWNED TEMPLETON
AND % OF TOTAL GROUP OF FUNDS
PRINCIPAL OCCUPATION OUTSTANDING (INCLUDING THE
NAME AND OFFICES DURING PAST FIVE SHARES AS OF FUND) AS OF
WITH THE FUND YEARS AND AGE DECEMBER 31, 1999 DECEMBER 31, 1999
- --------------------- ------------------------------------ -------------------- ------------------
<S> <C> <C> <C>
EDITH E. HOLIDAY Director, Amerada Hess 100** 7,775
DIRECTOR SINCE 1996 Corporation (exploration and
refining of oil and gas) (1993-
present), Hercules Incorporated
(chemicals, fibers and resins)
(1993-present), Beverly
Enterprises, Inc. (health care)
(1995-present), H.J. Heinz
Company (processed foods and
allied products) (1994-present);
and RTI International Metals,
Inc. (manufacture and
distribution of titanium) (July
1999-present); director or trustee,
as the case may be, of 24 of the
investment companies in the
Franklin Templeton Group of
Funds; and FORMERLY, 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 47.
</TABLE>

8
<PAGE>

CONSTANTINE D. Physician, Lyford Cay Hospital 0 91,220
TSERETOPOULOS (1987-present); director of
DIRECTOR SINCE 1999 various nonprofit organizations;
director or trustee, as the case
may be, of 11 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 45.

HARMON E. BURNS* Vice Chairman, Member - Office 0 731,593
DIRECTOR SINCE 1992 AND of the Chairman and Director,
VICE PRESIDENT SINCE 1996 Franklin Resources, Inc.;
Executive Vice President and
Director, Franklin Templeton
Distributors, Inc. and Franklin
Templeton Services, Inc.;
Executive Vice President,
Franklin Advisers, Inc.; Director,
Franklin Investment Advisory
Services, Inc. and 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
51 of the investment companies
in the Franklin Templeton Group
of Funds. Age 54.
</TABLE>

9
<PAGE>

<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED IN THE
FUND SHARES FRANKLIN
BENEFICIALLY OWNED TEMPLETON
AND % OF TOTAL GROUP OF FUNDS
PRINCIPAL OCCUPATION OUTSTANDING (INCLUDING THE
NAME AND OFFICES DURING PAST FIVE SHARES AS OF FUND) AS OF
WITH THE FUND YEARS AND AGE DECEMBER 31, 1999 DECEMBER 31, 1999
- --------------------------- ----------------------------------- -------------------- ------------------
<S> <C> <C> <C>
ANDREW H. HINES, JR. Consultant, Triangle Consulting 718** 49,727
DIRECTOR SINCE 1990 Group; Executive-in-Residence,
Eckerd College (1991-present);
director or trustee, as the case
may be, of 20 of the investment
companies in the Franklin
Templeton Group of Funds; and
FORMERLY, Chairman and Director,
Precise Power Corporation
(1990-1997), Director, Checkers
Drive-In Restaurant, Inc. (1994-
1997), and Chairman of the
Board and Chief Executive
Officer, Florida Progress
Corporation (holding company in
the energy area) (1982-1990) and
director of various of its
subsidiaries. Age 77.

CHARLES B. JOHNSON* Chairman of the Board, Chief 1,000** 22,129,667
CHAIRMAN SINCE 1995 AND Executive Officer, Member -
VICE PRESIDENT SINCE 1992 Office of the Chairman and
Director, Franklin Resources,
Inc.; Chairman of the Board and
Director, Franklin Advisers, Inc.
and Franklin Investment
Advisory Services, Inc.; Vice
President, 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 48 of the
investment companies in the
Franklin Templeton Group of
Funds. Age 67.
</TABLE>

10
<PAGE>

------------------------
* 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, his
employment affiliation with Resources and his position with the Fund. Mr.
Burns is an interested person due to his employment affiliation with
Resources and his position with the Fund. 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%.
*** 1.12% which includes 99,356 shares held in trust for family members.

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 currently 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 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, 1999, there were five meetings of
the Board, four meetings of the Audit Committee, and three meetings of the
Nominating and Compensation Committee. Each of the Directors 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.

11
<PAGE>

<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 $ 3,000 47 $363,165
Nicholas F. Brady 3,000 19 138,700
Frank J. Crothers 1,216 11 72,400
S. Joseph Fortunato 3,000 49 363,238
John Wm. Galbraith 3,035 18 144,200
Andrew H. Hines, Jr. 3,035 20 203,700
Edith E. Holiday 3,000 24 237,265
Betty P. Krahmer 3,000 19 138,700
Gordon S. Macklin 3,000 47 363,165
Fred R. Millsaps 3,033 20 201,700
Constantine D. Tseretopoulos 1,208 11 70,400
</TABLE>
------------------------
* Compensation received for the fiscal year ended August 31, 1999.
** 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 53 registered investment companies, with
approximately 155 U.S. based funds or series.
*** For the calendar year ended December 31, 1999.

The table above indicates the total fees paid to Directors by the Fund
individually and by 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
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 to
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.

12
<PAGE>

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, Templeton Asset Management Ltd.;
Executive Vice President and Director, Templeton Global
Advisors Limited; officer of eight 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 63.

RUPERT H. JOHNSON, JR. Vice Chairman, Member - Office of the Chairman and
VICE PRESIDENT SINCE 1996 Director, Franklin Resources, Inc.; Executive 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; 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 51 of the investment companies in the
Franklin Templeton Group of Funds. Age 59.

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

13
<PAGE>

<TABLE>
<CAPTION>
NAME AND OFFICES PRINCIPAL OCCUPATION
WITH THE FUND DURING PAST FIVE YEARS AND AGE
- ----------------------------- ----------------------------------------------------------------
<S> <C>
CHARLES E. JOHNSON President, Member - Office of the President and Director,
VICE PRESIDENT SINCE 1996 Franklin Resources, Inc.; Senior Vice President, Franklin
Templeton Distributors, Inc.; President and Director,
Templeton Worldwide, Inc.; Chairman and Director,
Templeton Investment Counsel, Inc.; President, Franklin
Advisers, Inc. and Franklin Investment Advisory 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 32 of the investment
companies in the Franklin Templeton Group of Funds.
Age 43.

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
19 of the investment companies in the Franklin Templeton
Group of Funds; and FORMERLY, Investment Administrator,
RoyWest Trust Corporation (Bahamas) Limited (1984-1985).
Age 39.

MARTIN L. FLANAGAN President, Member - Office of the President, Franklin
VICE PRESIDENT SINCE 1989 Resources, Inc.; President and Director, Franklin Templeton
Services, Inc.; Executive Vice President, Chief Financial
Officer 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.;
officer and/or director of a number of other subsidiaries of
Franklin Resources, Inc.; and officer and/or director or
trustee, as the case may be, of 51 of the investment
companies in the Franklin Templeton Group of Funds.
Age 39.

JOHN R. KAY Vice President, Templeton Worldwide, Inc.; Assistant Vice
VICE PRESIDENT SINCE 1994 President, Franklin Templeton Distributors, Inc.; officer of 24
of the investment companies in the Franklin Templeton
Group of Funds; and FORMERLY, Vice President and Controller,
Keystone Group, Inc. Age 59.
</TABLE>

14
<PAGE>

<TABLE>
<CAPTION>
NAME AND OFFICES PRINCIPAL OCCUPATION
WITH THE FUND DURING PAST FIVE YEARS AND AGE
- ------------------------- ----------------------------------------------------------------
<S> <C>
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 23 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,
Division of Investment Management, U.S. Securities and
Exchange Commission (1984-1986). Age 44.

BARBARA J. GREEN Vice President and Deputy General Counsel, Franklin
SECRETARY SINCE 1996 Resources, Inc.; Senior Vice President, Templeton Worldwide,
Inc. and Templeton Global Investors, Inc.; officer of 46 of the
investment companies in the Franklin Templeton Group of
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, and Judicial Clerk,
U.S. District Court (District of Massachusetts). Age 52.

JAMES R. BAIO Certified Public Accountant; Senior Vice President,
TREASURER SINCE 1994 Templeton Worldwide, Inc., Templeton Global Investors, Inc.
and Templeton Funds Trust Company; officer of 20 of the
investment companies in the Franklin Templeton Group of
Funds; and FORMERLY, Senior Tax Manager, Ernst & Young
(certified public accountants) (1977-1989). Age 45.
</TABLE>

15
<PAGE>

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?

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, 1999, 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.

McGladrey & Pullen, LLP resigned as auditors of the Fund on August 13,
1999. McGladrey & Pullen, LLP served as the Fund's auditors from the Fund's
inception through the fiscal year ended August 31, 1998. There have not
been any disputes or disagreements with McGladrey & Pullen, LLP on any
matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedures. H&R Block, a public company,
acquired certain assets of McGladrey & Pullen, LLP on August 2, 1999.
Following the acquisition by a public company, McGladrey & Pullen, LLP
elected to not continue servicing clients in the mutual fund business. As a
result, the partners and professional staff who were previously responsible
for auditing the Fund's financial statements became associated with
PricewaterhouseCoopers LLP.

Neither the firms of PricewaterhouseCoopers LLP and McGladrey & Pullen, LLP
nor any of their members have any material direct or indirect financial
interest in the Fund.

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

16
<PAGE>

PROPOSAL 3: AMENDMENT OF THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
REGARDING DIVERSIFICATION OF ITS INVESTMENTS

You are being asked to approve an amendment to the Fund's fundamental
investment restriction regarding the diversification of its investments.
The Fund is classified as "diversified" according to the Investment Company
Act of 1940, as amended ("1940 Act"). This classification requires the Fund
to have an investment policy prohibiting it, as to 75% of its total assets,
from investing more than 5% of the value of its total assets in the
securities of any one issuer, other than securities issued by the U.S.
government, its agencies or instrumentalities or securities of other
investment companies, and from investing in more than 10% of the
outstanding voting securities of such issuer.

WHAT IS THE FUND'S CURRENT INVESTMENT RESTRICTION?

Consistent with many investment companies, the Fund, while having claimed
diversified status since its inception, also has a fundamental investment
restriction summarizing the diversification policy required under the 1940
Act. The investment restriction, which appears in the Fund's Prospectus,
states that the Fund may not:

purchase any security (other than obligations of the U.S.
government, its agencies or instrumentalities) if, as a result, as
to 75% of the Fund's total assets: (i) more than 5% of the Fund's
total assets would then be invested in securities of any single
issuer; or (ii) the Fund would then own more than 10% of the voting
securities of any single issuer.

This investment restriction is more limiting than the diversification
policy required under the 1940 Act, as described above. Specifically, it
does not permit the Fund to invest in shares of other investment companies
without regard to such 5% and 10% limitations, as would otherwise be
permitted under the 1940 Act.

WHAT EFFECT WILL AMENDING THE INVESTMENT RESTRICTION HAVE ON THE FUND?

The proposed investment restriction is substantially similar to the current
investment restriction, except that the proposed restriction clarifies that
the Fund may invest in shares of investment companies without regard to
such 5% and 10% limitations. This proposed change would permit the Fund to
participate in the Cash Sweep, as discussed below.

17
<PAGE>

Several months ago, the Fund, along with other funds in the Franklin
Templeton Group of Funds, received an exemptive order from the U.S.
Securities and Exchange Commission (the "SEC") to permit the funds,
including the Fund, to invest their cash balances in one or more registered
money market funds in the Franklin Templeton Group of Funds (the "Cash
Sweep"). Under the exemptive order, the Fund may invest its cash balances,
in an amount up to 25% of its assets, in the Cash Sweep. The Fund's current
investment restriction, however, operates to restrict the Fund's use of the
Cash Sweep to the full extent permitted by the SEC's exemptive order.
Consequently, you are being asked to approve the proposed investment
restriction, which would permit the Fund to use the Cash Sweep to the full
extent permitted by the SEC's exemptive order.

Although the proposed change will allow the Fund to participate in the Cash
Sweep and will provide the Fund greater flexibility to respond to future
investment opportunities, it is not anticipated that the change will
materially affect the manner in which the Fund is managed or the level of
investment risk associated with investment in the Fund. This primarily is
because the Fund must restrict its investments in other investment
companies in accordance with other limitations set by the 1940 Act.

WHAT IS THE PROPOSED INVESTMENT RESTRICTION?

The Fund's Board has unanimously recommended that you vote to replace the
current investment restriction with the following investment restriction:

The Fund may not purchase the securities of any one issuer (other
than the U.S. government or any of its agencies or
instrumentalities or securities of other investment companies) if
immediately after such investment (a) more than 5% of the value of
the Fund's total assets would be invested in such issuer or (b)
more than 10% of the outstanding voting securities of such issuer
would be owned by the Fund, except that up to 25% of the value of
the Fund's total assets may be invested without regard to such 5%
and 10% limitations.

Like the current investment restriction, the proposed investment
restriction would be fundamental so that it could be changed only by a
shareholder vote.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THIS
PROPOSAL.

18
<PAGE>

PROPOSAL 4: 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. Because the Fund did not have notice of any such
matters before November 27, 1999, the persons named as proxies may exercise
their discretionary voting power with respect to any matter presented at
the Meeting.

/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 ADMINISTRATOR. The administrator of the Fund is Franklin Templeton
Services, Inc. ("FT Services") with offices at 777 Mariners Island
Boulevard, 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.

OTHER MATTERS. The Fund's last audited financial statements and annual
report, dated August 31, 1999, 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 January 14, 2000, the Fund had 17,656,437 shares outstanding and net
assets of $255,892,509. 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

19
<PAGE>

outstanding. To the knowledge of the Fund's management, as of January 14,
2000, 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 January 14,
2000, no nominee or Director of the Fund owned 1% or more of the
outstanding shares of the Fund (with the exception of Mr. Galbraith who
owned approximately 1.12%). The Directors and Officers of the Fund owned,
as a group, approximately 1.16% of the outstanding shares of the Fund.

/diamond/ FURTHER INFORMATION ABOUT VOTING AND THE SHAREHOLDERS' MEETING

SOLICITATION OF PROXIES. Your vote is being solicited by the Board of
Directors of the Fund. The cost of soliciting proxies, including the fees
of a proxy soliciting agent, is 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 has retained a professional proxy solicitation firm to
assist with the 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. It is expected that
soliciting fees and expenses will be approximately $27,753. 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
Fund understands that NYSE Rules permit the broker-dealers to vote on
certain of the proposals 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

20
<PAGE>

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, amendment of the Fund's fundamental investment
restriction regarding diversification of its investments, requires the
affirmative vote of the lesser of: (i) more than 50% of the outstanding
voting securities of the Fund; or (ii) 67% or more of the voting securities
of the Fund present at the Meeting, if the holders of more than 50% of the
outstanding voting securities are present or represented by proxy. Proposal
4, for the proxyholders to have discretion to vote on any other business
that may properly come before the Meeting, requires 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
each Proposal.

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 will vote in their discretion on questions of adjournment those
shares for which proxies have

21
<PAGE>

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 2001. Shareholder proposals to be presented at the
next annual meeting must be received at the Fund's offices, 500 East
Broward Boulevard, Ft. Lauderdale, Florida 33394-3091, Attn: Secretary, no
later than September 30, 2000 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 2001 Annual Meeting of Shareholders
without including the proposal in the Fund's proxy statement should notify
the Fund, at the Fund's offices, of such proposal by December 14, 2000. 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 2001 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 28, 2000

22
<PAGE>

TLEMF PROXY 1/00

<PAGE>

TEMPLETON EMERGING MARKETS FUND, INC.
ANNUAL MEETING OF SHAREHOLDERS - MARCH 7, 2000

The undersigned hereby revokes all previous proxies for his/her shares and
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 2:00 p.m.,
Eastern time, on the 7th day of March 2000, including any adjournments
thereof, upon matters set forth below.

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), 2, AND 3, AND WITHIN THE
DISCRETION OF THE PROXYHOLDERS AS TO ANY OTHER MATTER PURSUANT TO PROPOSAL 4.

(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 4.

<TABLE>
<S> <C> <C>
Proposal 1 - Election of Directors.

FOR all nominees WITHHOLD Nominees: JOHN WM. GALBRAITH, BETTY P. KRAHMER,
listed (except as AUTHORITY GORDON S. MACKLIN AND FRED R. MILLSAPS
marked to the right) to vote for all
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 PricewaterhouseCoopers LLP as
independent auditors for the Fund for the fiscal year ending August 31, 2000.

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

Proposal 3 - The amendment of the Fund's fundamental investment restriction
regarding diversification of its investments.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

Proposal 4 - In their discretion, the Proxyholders are authorized to vote upon
such other matters that may properly come before the Meeting or any adjournments
thereof.

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

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

SIGNATURE(S): DATED , 2000
--------------------------------------------- -------

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