TEMPLETON VIETNAM OPPORTUNITIES FUND INC, PRE 14A, 1998-02-06

TEMPLETON VIETNAM OPPORTUNITIES FUND INC
PRE 14A, 1998-02-06

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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the registrant X
Filed by a party other than the registrant
Check the appropriate box:
X Preliminary proxy statement
Definitive proxy statement
Definitive additional materials
Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

Templeton Vietnam Opportunities Fund, Inc.
(Name of Registrant as Specified in Its Charter)

Templeton Vietnam Opportunities Fund, Inc.
(Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):

X No fee required
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

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

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

(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:

(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 identifying 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>

PRELIMINARY PROXY MATERIALS

TEMPLETON VIETNAM OPPORTUNITIES FUND, INC.
500 East Broward Boulevard
Ft. Lauderdale, Florida 33394-3091

February __, 1998

Dear Shareholder:

The enclosed proxy card asks for your vote on an important question concerning
the future of Templeton Vietnam Opportunities Fund, Inc. (the "Fund") that will
have a direct effect on your investment in the Fund. We urge you to review the
accompanying proxy statement, cast your vote and return the enclosed proxy card
in the envelope provided.

As you will see, in addition to electing directors and selecting auditors, you
are being asked to consider and vote on a proposal to change the investment
policies and name of the Fund. This proposal would allow the Fund to invest in
securities of issuers in Southeast Asia as well as issuers in Vietnam and would
change the name of the Fund to "Templeton Vietnam and Southeast Asia Fund, Inc."
The Directors all recommend that you vote "FOR" this proposal.

It may be helpful to understand why we are recommending that you vote FOR the
proposal to change the name and investment policies of the Fund.

When the Fund was established in 1994, it was intended that at least 65% of its
total assets would be invested in the equity and debt securities of Vietnam
Companies (as defined in the prospectus). We recognized, however, that Vietnam
was in the preliminary stages of developing a securities market. As a result,
the Fund's prospectus provided that if at least 65% of the Fund's assets were
not invested in Vietnam Companies by October 1, 1997, management of the Fund
would call a shareholders meeting to vote either on a proposal to modify the
Fund's investment policies (and to change the name of the Fund) or on a proposal
to liquidate the Fund.

Due to the fact that a securities market in Vietnam is developing far more
slowly than we had hoped, we have not been able to invest 65% of the Fund's
assets in Vietnam Companies. To assist those investors who no longer wished to
remain shareholders of the Fund, the Board approved a tender offer by the Fund
to purchase up to approximately 50 percent of its outstanding shares (as of
December 19, 1997) for cash at a price equal to their net asset value ("Tender
Offer").

When the Board approved the Tender Offer, the Board also decided that, if the
shareholders tendered 50 percent or fewer shares as a result of the Tender
Offer, the Board would propose that the Fund's investment policies be amended to
allow the Fund to invest in other Southeast Asian countries and that the Fund's
name be changed to "Templeton Vietnam and Southeast Asia Fund, Inc." This
proposal would enable the Fund to invest in securities of Southeast Asia issuers
other than Vietnam while permitting the Fund to invest in Vietnam issuers to the
extent that investment opportunities arise in the future.

We believe that the proposal to change the name and investment policies of the
Fund is the best approach for the Fund and all of its shareholders and urge you
to vote "FOR" the proposal.

We appreciate your participation and prompt response in this matter and thank
you for your continued support.

J. MARK MOBIUS
President

<PAGE>
PRELIMINARY PROXY STATEMENT

TEMPLETON VIETNAM OPPORTUNITIES FUND, INC.

IMPORTANT SHAREHOLDER INFORMATION

This document announces the date, time and location of the annual shareholders
meeting, identifies the proposals to be voted on at the meeting, and contains
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' recommendation on pages 3 and 4 of the proxy statement.

We urge you to spend a few minutes with the proxy statement, reviewing the
proposals at hand. Then, fill out your proxy card and return it to us. When
shareholders return their proxies promptly, the Fund may be able to save money
by not having to conduct additional mailings. We want to know how you would like
to vote and welcome your comments. Please take a few minutes with these
materials and return your proxy to us. If you have any questions, call the Fund
Information Department at 1-800/DIAL BEN.

<PAGE>

TEMPLETON VIETNAM OPPORTUNITIES FUND, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting ("Meeting") of shareholders of Templeton Vietnam
Opportunities Fund, Inc. (the "Fund") will be held at 500 East Broward
Boulevard, 12th Floor, Ft. Lauderdale, Florida 33394-3091 on March 31, 1998 at
10:00 A.M. (EST).

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

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

2. The approval or rejection of (i) an amendment to the Fund's investment
policies to enable the Fund to invest more broadly in other countries
located in Southeast Asia, while continuing to focus its investment
program on Vietnam, and (ii) a corresponding amendment to the Fund's
Articles of Incorporation to change the Fund's name to "Templeton
Vietnam and Southeast Asia Fund, Inc.";

3. The ratification or rejection of the selection of McGladrey & Pullen,
LLP as independent auditors of the Fund for the fiscal year ending
March 31, 1998; and

4. The transaction of any other business as may properly come before the
Meeting.

By order of the Board of Directors,

J. Mark Mobius
President

February ___, 1998

- --------------------------------------------------------------------------------
Many shareholders hold shares in more than one Templeton Fund and may receive
proxy materials 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 VIETNAM OPPORTUNITIES FUND, INC.

PROXY STATEMENT

INFORMATION ABOUT VOTING:

Who is eligible to vote?

Shareholders of record at the close of business on February 12, 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 all matters presented at the Meeting.
The Notice of Meeting, the proxy card, and the proxy statement were mailed to
shareholders of record on or about February __, 1998.

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;

3. The ratification or rejection of the selection of McGladrey & Pullen,
LLP as independent auditors of the Fund for the fiscal year ending
March 31, 1998; 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 nominees;

2. FOR (i) the amendment to the Fund's investment policies to enable the
Fund to invest more broadly in other countries located in Southeast
Asia, while continuing to focus its investment program on Vietnam, and
(ii) the corresponding amendment to the Fund's Articles of
Incorporation to change the Fund's name to "Templeton Vietnam and
Southeast Asia Fund, Inc.";

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

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

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
attached proxy card. Proxy cards that are 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 do not specify a vote for any of Proposals 1
through 4, your shares will be voted IN FAVOR of the nominees for Director
(Proposal 1); IN FAVOR of (i) the amendment to the Fund's investment policies to
enable the Fund to invest more broadly in other countries located in Southeast
Asia, while continuing to focus its investment program on Vietnam, and (ii) the
corresponding amendment to the Fund's Articles of Incorporation to change the
Fund's name to "Templeton Vietnam and Southeast Asia Fund, Inc." (Proposal 2);
IN FAVOR of ratifying the selection of McGladrey & Pullen, LLP as independent
auditors (Proposal 3); 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 4).

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.

THE PROPOSALS:

PROPOSAL 1: ELECTION OF DIRECTORS

How are nominees selected?

The Board of Directors of the Fund (the "Board") has established 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. Harris J. Ashton, Nicholas F. Brady, S. Joseph
Fortunato and Edith E. Holiday have been nominated for terms set to expire at
the 2000 annual meeting of shareholders. These terms continue, however, until
successors are duly elected and qualified. In addition, all of the nominees are
currently members of the Board and all of the current Directors are also
directors or trustees of other investment companies in the Franklin Group of
Funds(R) and the Templeton Group of Funds (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 percent and 15
percent 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. 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.

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 other persons who may
be nominated as Directors.

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

Nominees to serve until 2000 Annual Meeting of Shareholders:
<S> <C> <C> <C>
HARRIS J. ASHTON Director of RBC Holdings Inc. (a bank 500(**) 304,319
Director since 1994 holding company) and Bar-S Foods (a
meat packing company); formerly,
chairman of the board, president and
chief executive officer of General
Host Corporation (nursery and craft
centers); and director or trustee of
52 of the investment companies in the
Franklin Templeton Group of Funds.
Age 65.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
Fund Shares Shares Beneficially Owned
Beneficially in the Franklin Templeton
Owned and % of Group of Funds (including
Total the Fund) as of November
Outstanding on 18, 1997
January 30,
Name and Offices with the Principal Occupation During Past Five 1998
Fund Years and Age
<S> <C> <C> <C>
NICHOLAS F. BRADY* Chairman of Templeton Emerging 0 23,314
Director since 1994 Markets Investment Trust PLC;
chairman of Templeton Latin America
Investment Trust PLC; chairman of
Darby Overseas Investments, Ltd. and
Darby Emerging Markets
Investments LDC (investment
firms) (1994-present); chairman
and director of Templeton
Central and Eastern European
Investment Company; director of
Templeton Global Strategy Funds;
director of Amerada Hess
Corporation, Christiana
Companies, and H.J. Heinz
Company; formerly, Secretary of
the United States Department of
the Treasury (1988-1993) and
chairman of the board of Dillon,
Read & Co., Inc. (investment
banking) prior to 1988; and
director or trustee of 23 of the
investment companies in the
Franklin Templeton Group of
Funds. Age 67.

S. JOSEPH FORTUNATO Member of the law firm of Pitney, 100(**) 389,377
Director since 1994 Hardin, Kipp & Szuch; formerly,
director of General Host Corporation
(nursery and craft centers); and
director or trustee of 54 of the
investment companies in the Franklin
Templeton Group of Funds. Age 65.
</TABLE>

Fund Shares Shares Beneficially Owned
Beneficially in the Franklin Templeton
Owned and % of Group of Funds (including
Total the Fund) as of November
Outstanding on 18, 1997
January 30,
Name and Offices with the Principal Occupation During Past Five 1998
Fund Years and Age
<S> <C> <C>
EDITH E. Director (1993-present) of Amerada 0 1,542
HOLIDAY Hess Corporation and Hercules
Director since 1996 Incorporated; director of Beverly
Enterprises, Inc. (1995-present) and
H.J. Heinz Company (1994-present);
formerly chairman (1995-1997) and
trustee (1993-1997) of National Child
Research Center; 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); and director
or trustee of 24 of the investment
companies in the Franklin Templeton
Group of Funds. Age 46.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
Current Directors serving until 1999 Annual Meeting of Shareholders:
<S> <C> <C> <C>

MARTIN L. FLANAGAN* Senior vice president and chief 0 2,803
Director and Vice financial officer of Franklin
President since 1994 Resources, Inc.; director and
executive vice president of Templeton
Worldwide, Inc.; director, executive
vice president and chief operating
officer of Templeton Investment
Counsel, Inc.; senior vice president
and treasurer of Franklin Advisers,
Inc.; treasurer of Franklin Advisory
Services, Inc.; treasurer and chief
financial officer of Franklin
Investment Advisory Services, Inc.;
president of Franklin Templeton
Services, Inc.; senior vice president
of Franklin/Templeton Investor
Services, Inc.; and officer and/or
director or trustee, as the case may
be, of 56 of the investment companies
in the Franklin Templeton Group of
Funds. Age 37.

ANDREW H. HINES, JR. Consultant for Triangle Consulting 0 33,992
Director since 1994 Group; executive-in-residence of
Eckerd College (1991-present);
formerly, chairman of the board and
chief executive officer of Florida
Progress Corporation (1982-1990)
and director of its various
subsidiaries; and director or
trustee of 24 of the investment
companies in the Franklin
Templeton Group of Funds. Age 75.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
Fund Shares Shares Beneficially Owned
Beneficially in the Franklin Templeton
Owned and % of Group of Funds (including
Total the Fund) as of November
Outstanding on 18, 1997
January 30,
Name and Offices with the Principal Occupation During Past Five 1998
Fund Years and Age
<S> <C> <C> <C>
CHARLES B. JOHNSON* President, chief executive officer 1,000(**) 2,391,567
Chairman of the Board and director of Franklin Resources,
since 1995 and Vice Inc.; chairman of the board and
President since 1994 director of Franklin Advisers, Inc.,
Franklin Investment Advisory
Services, Inc., Franklin Advisory
Services, Inc. and Franklin Templeton
Distributors, Inc.; director of
Franklin/Templeton Investor Services,
Inc. and Franklin Templeton Services,
Inc.; formerly, director of General
Host Corporation (nursery and craft
centers); and officer and/or director
or trustee, as the case may be, of
most of the other subsidiaries of
Franklin Resources, Inc. and 53 of
the investment companies in the
Franklin Templeton Group of Funds.
Age 65.
</TABLE>
<TABLE>
<CAPTION>
Current Directors serving until 1998 Annual Meeting of Shareholders:
<S> <C> <C> <C>

HARMON E. BURNS* Executive vice president, secretary 0 959,843
Director since 1994 and and director of Franklin Resources,
Vice President since 1996 Inc.; executive vice president and
director of Franklin Templeton
Distributors, Inc. and Franklin
Templeton Services, Inc.; executive
vice president of Franklin Advisers,
Inc.; director of 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 56 of the investment
companies in the Franklin Templeton
Group of Funds. Age 52.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
Fund Shares Shares Beneficially Owned
Beneficially in the Franklin Templeton
Owned and % of Group of Funds (including
Total the Fund) as of November
Outstanding on 18, 1997
January 30,
Name and Offices with the Principal Occupation During Past Five 1998
Fund Years and Age
<S> <C> <C> <C>
JOHN Wm. GALBRAITH President of Galbraith Properties, 1,000(**) 1,191,853
Director since 1995 Inc. (personal investment company);
director of Gulf West Banks, Inc.
(bank holding company)
(1995-present); formerly, director of
Mercantile Bank (1991-1995), vice
chairman of Templeton, Galbraith &
Hansberger Ltd. (1986-1992) and
chairman of Templeton Funds
Management, Inc. (1974-1991); and
director or trustee of 22 of the
investment companies in the Franklin
Templeton Group of Funds. Age 76.
BETTY P. KRAHMER Director or trustee of various civic 500(**) 97,228
Director since 1994 associations; formerly, economic
analyst, U.S. government; and
director or trustee of 23 of the
investment companies in the Franklin
Templeton Group of Funds. Age 68.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
Fund Shares Shares Beneficially Owned
Beneficially in the Franklin Templeton
Owned and % of Group of Funds (including
Total the Fund) as of November
Outstanding on 18, 1997
January 30,
Name and Offices with the Principal Occupation During Past Five 1998
Fund Years and Age
<S> <C> <C> <C>
GORDON S. MACKLIN Chairman of White River Corporation 2,000(**) 229,733
Director since 1994 (financial services); director of
Fund American Enterprises Holdings,
Inc., MCI Communications Corporation,
CCC Information Services Group, Inc.
(information services), MedImmune,
Inc. (biotechnology), Shoppers
Express (home shopping) and Spacehab,
Inc. (aerospace services ); formerly,
chairman of Hambrecht and Quist
Group, director of H&Q Healthcare
Investors and president of the
National Association of Securities
Dealers, Inc.; and director or
trustee of 51 of the investment
companies in the Franklin Templeton
Group of Funds. Age 69.

FRED R. MILLSAPS Manager of personal investments 0 248,325
Director since 1994 (1978-present); director of various
business and nonprofit
organizations; formerly,
chairman and chief executive
officer of Landmark Banking
Corporation (1969-1978), inancial
vice president of Florida
Power and Light (1965-1969);
vice president of the Federal
Reserve Bank of Atlanta (1958-1965);
and director or trustee of 24 of the
investment companies in the Franklin
Templeton Group of Funds. Age 68.
<FN>
- -----------------------------------------------------------------------
*Messrs. Brady, Burns, Flanagan, and 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. Messrs. Burns and Flanagan are interested persons due to their
employment affiliation with Resources, whereas 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, LP ("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, LP. The remaining nominees and Directors of the Fund are not interested
persons (the "Independent Directors"). **Less than 1%.
</FN>
</TABLE>

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
upcoming 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 its Investment Manager and various other service providers. The Fund
pays all directors not employed by the Franklin Templeton Group of Funds an
annual retainer and/or fees for attendance at Board and committee meetings and
they are reimbursed by the Fund for any expenses incurred in attending Board
meetings. This compensation is based on the level of assets in the Fund and at
present the Fund pays these Directors an annual retainer of $1,000 and a fee of
$100 per meeting of the Board and its portion of a flat fee of $2,000 for each
committee meeting attended. Members of the Nominating and Compensation Committee
are not compensated for any committee meeting that is held in conjunction with a
Board meeting.

During the fiscal year ended March 31, 1997, there were four scheduled and one
special meeting of the Board. During the same period there were two meetings of
the Fund's Nominating and Compensation Committee and one meeting of the Fund's
Audit Committee. Each of the Directors then in office attended at least 75
percent of the total number of meetings of the Board. There was 100 percent
attendance at all committee meetings during the fiscal year.

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 Templeton
Asset Management Ltd, the Fund's investment manager ("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:

<PAGE>
<TABLE>
<CAPTION>
Number of Boards within the Total Compensation from
Aggregate 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 $1,500 52 $344,642
Nicholas F. Brady 1,500 23 119,675
S. Joseph Fortunato 1,500 54 361,562
John Wm. Galbraith 1,595 22 117,675
Andrew H. Hines, Jr. 1,695 24 144,175
Edith E. Holiday**** 700 24 72,875
Betty P. Krahmer 1,500 23 119,675
Gordon S. Macklin 1,500 51 331,292
Fred R. Millsaps 1,695 24 144,175
<FN>
*For the fiscal year ended March 31, 1997.
**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 57 registered investment companies, with approximately 170 U.S. based
funds or series.
***For the calendar year ended December 31, 1997.
****Edith E. Holiday was appointed to the Board on December 3, 1996.

</FN>
</TABLE>

The table above indicates the total fees paid to Directors by the Fund AND by
other funds in the Franklin Templeton Group of Funds. Each of 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. They may receive fees for their services
from other funds, as well.

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 with Fund Principal Occupation During Past Five Years and Age
- -------------------------- ---------------------------------------------------
<S> <C>
CHARLES B. JOHNSON See Proposal 1, "Election of Directors."
Chairman of the Board since 1995
and Vice President since 1994

J. MARK MOBIUS Portfolio manager of various Templeton advisory affiliates;
President since 1994 managing director of Templeton Asset Management Ltd.;
formerly, president of International Investment Trust
Company Limited (Investment Manager of Taiwan R.O.C. Fund)
(1986-1987); director of Vickers da Costa, Hong Kong
(1983-1986); and officer of 8 of the investment companies in
the Franklin Templeton Group of Funds. Age 61.

RUPERT H. JOHNSON, JR. Executive vice president and director of Franklin Resources,
Vice President since 1996 Inc. and Franklin Templeton Distributors, Inc.; president
and director of Franklin Advisers, Inc.; senior vice
president and director of Franklin Advisory Services, Inc.
and Franklin Investment Advisory Services, Inc.; director of
Franklin/Templeton Investor Services, Inc.; and officer
and/or director or trustee, as the case may be, of most
other subsidiaries of Franklin Resources, Inc. and 56 of the
investment companies in the Franklin Templeton Group of
Funds. Age 57.

HARMON E. BURNS See Proposal 1, "Election of Directors."
Vice President since 1996

</TABLE>

Name and Offices with Fund Principal Occupation During Past Five Years and Age
<S> <C>

CHARLES E. JOHNSON Senior vice president and director of Franklin Resources,
Vice President since 1996 Inc.; senior vice president of Franklin Templeton
Distributors, Inc.; president and director of Templeton
Worldwide, Inc.; president, chief executive officer, chief
investment officer and director of Franklin Institutional
Services Corporation; chairman and director of Templeton
Investment Counsel, Inc.; vice president of 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 37 of the
investment companies in the Franklin Templeton Group of
Funds. Age 41.

DEBORAH R. GATZEK Senior vice president and general counsel of Franklin
Vice president since 1996 Resources, Inc.; senior vice president of Franklin Templeton
Services, Inc. and Franklin Templeton Distributors, Inc.;
vice president of Franklin Advisers, Inc. and Franklin
Advisory Services, Inc.; vice president, chief legal officer
and chief operating officer of Franklin Investment Advisory
Services, Inc.; and officer of 56 of the investment
companies in the Franklin Templeton Group of Funds. Age 49.

MARK G. HOLOWESKO President and chief investment officer of Templeton Global
Vice president since 1994 Advisors Limited; executive vice president and director of
Templeton Worldwide, Inc.; formerly, investment
administrator with RoyWest Trust Corporation (Bahamas)
Limited (1984-1985); and officer of 23 of the investment
companies in the Franklin Templeton Group of Funds. Age 37.

MARTIN L. FLANAGAN
Vice president since 1994 See Proposal 1, "Election of Directors."

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
Name and Offices with Fund Principal Occupation During Past Five Years and Age
<S> <C>
SAMUEL J. FORESTER, JR. Vice president of 10 of the investment companies in the
Vice president since 1994 Franklin Templeton Group of Funds; formerly, president of
the Templeton Global Bond Managers, a division of Templeton
Investment Counsel, Inc.; founder and partner of Forester,
Hairston Investment Management (1989-1990), managing
director (Mid-East Region) of Merrill Lynch, Pierce, Fenner
& Smith Inc. (1987-1988) and advisor for Saudi Arabian
Monetary Agency (1982-1987). Age 49.

JOHN R. KAY Vice president and treasurer of Templeton Worldwide, Inc.;
Vice president since 1994 assistant vice president of Franklin Templeton Distributors,
Inc.; formerly, vice president and controller of the
Keystone Group, Inc.; and officer of 27 of the investment
companies in the Franklin Templeton Group of Funds. Age 57.

ELIZABETH M. KNOBLOCK General counsel, secretary and senior vice president of
Vice President-Compliance since 1996 Templeton Investment Counsel, Inc.; senior vice
president of Templeton Global Investors, Inc.;
formerly, vice president and associate general counsel
of Kidder Peabody & Co. Inc. (1989-1990), assistant
general counsel of Gruntal & Co., Inc. (1988), vice
president and associate general counsel of Shearson
Lehman Hutton Inc. (1988), vice president and assistant
general counsel of E.F. Hutton & Co. Inc. (1986-1988),
and special counsel of the Division of Investment
Management of the U.S. Securities and Exchange
Commission (1984-1986); and officer of 23 of the
investment companies in the Franklin Templeton Group of
funds. Age 42.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Name and Offices with Fund Principal Occupation During Past Five Years and Age
<S> <C> <C> <C> <C> <C> <C>
BARBARA J. GREEN Senior vice president of Templeton Worldwide, Inc.; senior
Secretary since 1996 vice president of Templeton Global Investors, Inc.;
formerly, deputy director of the Division of Investment
Management, executive assistant and senior advisor to the
chairman, counsellor 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); and
secretary of 23 of the investment companies in the Franklin
Templeton Group of Funds. Age 50.

JAMES R. BAIO Certified public accountant; treasurer of Franklin Mutual
Treasurer since 1994 Advisers, Inc.; senior vice president of Templeton
Worldwide, Inc., Templeton Global Investors, Inc. and
Templeton Funds Trust Company; formerly, senior tax manager
with Ernst & Young (certified public accountants)
(1977-1989); and treasurer of 24 of the investment companies
in the Franklin Templeton Group of Funds. Age 43.
</TABLE>
<PAGE>

PROPOSAL 2. APPROVAL OF (i) AN AMENDMENT TO THE FUND'S INVESTMENT POLICIES TO
ENABLE THE FUND TO INVEST MORE BROADLY IN OTHER COUNTRIES LOCATED IN SOUTHEAST
ASIA, WHILE CONTINUING TO FOCUS ITS INVESTMENT PROGRAM ON VIETNAM, AND (ii) A
CORRESPONDING AMENDMENT TO THE FUND'S ARTICLES OF INCORPORATION TO CHANGE THE
FUND'S NAME TO "TEMPLETON VIETNAM AND SOUTHEAST ASIA FUND, INC."

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

The 1940 Act requires every registered investment company such as the Fund to
adopt investment policies with regard to its portfolio investments. Some of
these policies are considered "fundamental" because they can be changed only
after receiving shareholder approval. In this Proposal, you are being asked to
vote on a proposed change to one of the Fund's fundamental policies.

The Board has authorized, subject to shareholder approval, an amendment to the
Fund's investment policies that would expand the Fund's ability to invest in
other Southeast Asian countries in addition to Vietnam. The purpose of this
amendment is to provide the Fund with greater investment flexibility so that it
may take advantage of a broader range of investment opportunities available in
Southeast Asian markets, while permitting the Fund to continue to focus its
investment program on Vietnam. As part of this proposal, the Board also
recommends that shareholders approve amending the Fund's Articles of
Incorporation to change the Fund's name to "Templeton Vietnam and Southeast Asia
Fund, Inc."

Background

The Fund's prospectus dated September 15, 1994 ("Prospectus") stated that the
Fund's investment policies would be to invest in equity securities of "Vietnam
Companies." A "Vietnam Company" is a company (i) organized under the laws of, or
with a principal office in, Vietnam, (ii) for which the principal equity
securities trading market is in Vietnam, or (iii) that derives at least 50
percent of its revenues or profits from goods produced or sold, investments
made, or services performed in Vietnam or that has at least 50 percent of its
assets situated in Vietnam.

At the time of the Fund's initial public offering, there existed an extremely
limited number of Vietnam Companies available to the Fund for investment.
Accordingly, during the Fund's initial period of operations, the Fund also was
permitted to invest in the securities of both (i) Vietnam Companies and (ii)
companies that were not Vietnam Companies but that the Fund's Investment Manager
believed would experience growth in revenue or income from participation in the
economy of Vietnam ("Vietnam-Related Companies"). As noted in the Prospectus, if
the Fund did not have at least 65 percent of the value of its total assets
invested in the equity and debt securities of Vietnam Companies by October 1,
1997, the management of the Fund is required to call a shareholders meeting to
vote either on a proposal to modify the Fund's investment policies (and to
change the name of the Fund) or on a proposal to liquidate the Fund's assets and
distribute the proceeds, less liabilities, to shareholders.

The securities markets in Vietnam did not develop to the point where the Fund
was able to achieve this 65 percent target by October 1, 1997, and the Fund's
shares generally have traded on the New York Stock Exchange at a discount from
their net asset value ("NAV"). Accordingly, to assist those investors who no
longer wished to remain shareholders of the Fund, the Fund recently offered to
purchase up to 4,029,302 shares (approximately 50 percent of its outstanding
shares as of December 19, 1997) of its common stock for cash at a price equal to
their NAV determined at the end of regular trading on the New York Stock
Exchange on January 20, 1998 ("Tender Offer"). At the time that the Board
approved the Tender Offer, the Board also decided that, if the Fund purchased
4,029,302 or fewer shares as a result of the Tender Offer, the Board would
propose that the Fund's investment policies be amended to allow the Fund, on
behalf of the remaining shareholders, to invest in other Southeast Asian
countries as well as Vietnam. In that case, the Board also decided that the
Fund's name would need to be changed to "Templeton Vietnam and Southeast Asia
Fund, Inc."

The Tender Offer expired at 12:00 midnight eastern standard time on January 20,
1998 and resulted in the Fund purchasing approximately 3,377,430 shares of its
common stock (approximately 42 percent of the Fund's outstanding shares), at a
net asset value of $7.77 per share. Accordingly, the Fund's Board is now
submitting for shareholder approval the changes to the Fund's investment
policies and name described below.

What are the proposed changes?

The Board recommends that shareholders APPROVE: (i) an amendment to the Fund's
investment policies (the proposed text of which is attached as Exhibit A)
allowing the Fund to invest in other Southeast Asia countries, while continuing
to focus on Vietnam, and (ii) a corresponding amendment to the Fund's Articles
of Incorporation to change the Fund's name to "Templeton Vietnam and Southeast
Asia Fund, Inc."

Under the proposed investment policies, the Fund would invest, under normal
market conditions, at least 65 percent of its assets in equity and debt
securities of companies (i) that are organized under the laws of, or have a
principal office in, Vietnam or other Southeast Asian countries (the "Region
Countries"); (ii) for which the principal equity securities trading market is in
a Region Country; or (iii) that derive at least 50 percent of their revenues or
profits from goods produced or sold, investments made, or services performed in
a Region Country, or have at least 50 percent of their assets invested in a
Region Country (collectively, "Region Country Issuers"). For purposes of these
investment policies, Region Countries include Vietnam, China, Hong Kong, India,
Indonesia, Malaysia, Myanmar, the Philippines, Singapore, South Korea, Taiwan,
and Thailand, as well as any other countries in the same geographic region that
the Board may approve in the future.

Under the proposed investment policies, the Fund will focus on equity and debt
securities of Vietnam Issuers to the extent attractive investments become
available. The proposed investment policies define the term "Vietnam Issuer" as
a company (i) that is organized under the laws of, or has a principal office in,
Vietnam; (ii) for which the principal equity trading market is in Vietnam; or
(iii) that derives at least 50 percent of its revenues or profits from goods
produced or sold, investments made, or services performed in Vietnam or has at
least 50 percent of its assets invested in Vietnam. This definition is identical
to the definition of "Vietnam Companies" contained in the Fund's current
investment policies. Although the Fund may eventually have a significant portion
of its assets invested in Vietnam Issuers, there is no guarantee that the Fund
will be able to achieve this goal.

To the extent that there are insufficient attractive investments in Vietnam
Issuers available, the Fund's assets will be invested in equity and debt
securities of other Region Country Issuers. The amount invested in any one
Region Country at any time will depend on market conditions and the Investment
Manager's assessment of available investments. The Fund will not have a limit on
the percentage of its assets that can be invested in any one Region Country.

Why does the Board recommend that shareholders approve this Proposal?

A. Broader Range of Investment Opportunities

The securities markets in Vietnam have not yet developed to the point where the
Fund is able to invest a large portion of its assets in securities of Vietnam
Issuers and, to date, the Fund's only investments in Vietnam Issuers have been
through privately issued direct investments. Nevertheless, the Investment
Manager believes that, when the securities markets in Vietnam develop more
fully, attractive investment opportunities are likely to exist. Accordingly,
this proposal would enable the Fund to invest in securities of Region Country
Issuers other than Vietnam, while permitting the Fund to invest in Vietnam
Issuers to the extent that investment opportunities arise in the future. Of
course, there is no guarantee that securities markets will develop in Vietnam in
the foreseeable future, or that attractive investment opportunities in Vietnam
Issuers will become available.

In recommending this proposal, the Board has taken into consideration several
factors. The proposed change to the Fund's investment policies will provide the
Investment Manager with the flexibility and discretion to invest the Fund's
assets in those Region Country Issuers that provide the most attractive
opportunities for long-term capital appreciation. This will enable the Fund to
invest more broadly in other Southeast Asian countries. At the same time, the
proposed policies will permit the Fund to focus its investments on Vietnam
Issuers if and when attractive investment opportunities arise.

The Board believes that providing the Investment Manager with the flexibility to
invest in Region Country Issuers, while continuing to permit the Fund to invest
significantly in Vietnam Issuers, is in the best interests of the Fund and its
shareholders. Despite the lack of development of the securities markets in
Vietnam, the Fund should remain in a position to take advantage of any future
positive economic developments that may occur in Vietnam.

There is considerable uncertainty as to how the Vietnamese economy will perform
in the future. In recent months, many Asian stock markets have declined in value
due to severe currency, financial and economic crises in Hong Kong, Thailand,
and other Southeast Asian countries. In this adverse market environment, the
values of many of the Fund's investments in both Vietnam and Vietnam-Related
Companies also have declined. In addition, the current economic crisis in
Southeast Asia has put pressure on Vietnam's economy and the competitiveness of
its exports. Vietnam's currency has not weakened considerably, making its
exports less competitive compared to its Southeast Asian neighbors, some of
which have had currency devaluations of 30 percent or more against the U.S.
dollar. In addition, values in the real estate market in Vietnam have fallen,
causing declines in the values of the direct investments held by the Fund.

Coupled with these problems, a recent slowdown in foreign investment in Vietnam
and the lack of governmental initiatives to further privatize the economy are
additional causes for concern in the future. The International Monetary Fund
("IMF") has warned Vietnam that it must institute urgent financial reforms to
avoid a financial crisis similar to those that have occurred elsewhere in Asia.

For these reasons, the proposed investment policies, which will allow the
Investment Manager to invest throughout Southeast Asia, are more desirable than
the current policies that require the Fund to invest 65 percent of its assets in
Vietnam Companies or Vietnam-Related Companies. Even though certain Region
Countries are experiencing significant currency and economic problems, under
these new policies the Investment Manager would have a broader range of
investment markets from which to select suitable portfolio investments for the
Fund. Given the currency and economic problems currently affecting certain of
the Region Countries, however, the Fund should continue to be considered a
highly speculative investment even if this Proposal is approved. (See "What are
the risks of investing in Southeast Asia" below.)

B. Feasibility of Operations

From the time it commenced operations, the Fund had substantially less than 65
percent of its assets invested in Vietnam Companies. In fact, as of January 31,
1998, the Fund had only approximately 20.49 percent of its assets invested in
Vietnam Companies. Besides cash and short-term instruments, the Fund's remaining
investments are in securities of Vietnam-Related Companies from Thailand,
Singapore, Indonesia, and Hong Kong. Management does not think that it is
feasible for the Fund to continue as an investment entity that has investment
policies of investing primarily in Vietnam Companies. Accordingly, if
shareholders do not approve the proposal to change the Fund's investment
policies and name in the manner described above, the Board may consider calling
a special meeting of shareholders to vote on a proposal to liquidate the Fund's
assets or to take other appropriate action. The Board believes that amending the
Fund's investment policies and name is in the best interests of the Fund and its
shareholders. Further, the Board has been advised by management that the Fund
continues to have a sufficient asset base to operate as a viable investment
entity, even after the Tender Offer, which resulted in the Fund purchasing
approximately 42 percent of its outstanding shares of common stock. Indeed, the
Board believes that the results of the Tender Offer indicate that remaining
shareholders have sufficient interest in having the Fund continue its investment
operations with the proposed change to the investment policies.

What are the risks of investing in Southeast Asia?

The risks of investing in the Southeast Asian region are similar in many
respects to the risks of investing in Vietnam. The markets in which the Fund
would invest are volatile and the Fund's investments would be subject to the
risk of currency fluctuation and local political, economic and social crises. As
mentioned above, recent currency and economic crises in several Asian countries
have had a severe impact on many Asian stock markets. According to IMF reports,
the recent currency crisis started in Thailand, where certain macroeconomic
imbalances and a weakened domestic economy caused the value of the Thai baht to
decline rapidly. Thailand's currency crisis has been followed by a weakening of
the currency and economic stability of other Southeast Asian countries,
including the Philippines, Indonesia, Malaysia, and Hong Kong. Similarly, the
economic and currency problems of South Korea have had an adverse impact on
other economies in the region. For instance, the recent depreciation of the
South Korean won and the related downturn of the South Korean economy has been
followed by a sharp decline in the Hong Kong Stock Exchange and a significant
rise in interest rates there. In addition, shares have dropped in value in
Indonesia due to concerns that South Korean banks, struggling with an increase
on bad debt, may reduce investments in that country.

In response to these and other developments, the South Korean Government has
announced a package of stabilization measures for the country's economy and has
asked the United States and Japan for assistance. South Korea, the Philippines,
Thailand and Indonesia have also requested assistance from the IMF to stabilize
their exchange rates and to render emergency assistance.

By focusing its investments in Southeast Asia, the Fund would be particularly
subject to political, social, or economic conditions experienced in that region.
Many of the Region Countries are so-called "developing" or "emerging" economies
and markets. The risks of investing in foreign markets generally are greater for
investments in emerging markets. Additional risks of investment in emerging
markets include: (i) a lower level of social, political, and economic stability;
(ii) the smaller size and lower volume of trading in the securities markets in
such countries, which may result in a lack of liquidity and in greater price
volatility; (iii) certain foreign national policies that may restrict the Fund's
investment opportunities, including restrictions on investments in issuers or
industries deemed sensitive to national interests, or expropriation or
confiscation of assets or property, which could result in the Fund's loss of its
entire investment in that market; (iv) less developed legal structures governing
private or foreign investment or allowing for judicial redress for injury to
private property; (v) higher rates of inflation; (vi) differences in, or lack
of, auditing and financial reporting standards which may result in
unavailability of material information about certain issuers; (vii) the fact
that statistical information regarding the economy of certain countries may be
inaccurate or not comparable to statistical information regarding the U.S. or
other economies; (viii) less extensive regulation of securities markets; and
(ix) risks regarding the maintenance of Fund portfolio securities and cash with
foreign subcustodians and depositories.

Despite these risks, Fund management and the Board believe that Southeast Asia
has the potential to offer attractive long-term investment opportunities. In
this connection, the Fund already invests a considerable percentage of its
assets in securities of Vietnam-Related Companies that are located or traded in
certain Southeast Asian countries, such as Thailand and Singapore. Although the
Fund currently is subject to many of the risks inherent in investing in
Southeast Asia, and developments in Southeast Asia have resulted in a drop in
the Fund's NAV and market price per share, management and the Board believe that
amending the Fund's investment policies would permit more extensive investment
throughout Southeast Asia and is in the best long-term interests of
shareholders.

THE DIRECTORS BELIEVE THAT AMENDING THE FUND'S INVESTMENT POLICIES AND NAME TO
ENABLE THE FUND TO INVEST MORE BROADLY IN OTHER COUNTRIES LOCATED IN SOUTHEAST
ASIA IS IN THE FUND'S BEST LONG-TERM INTERESTS, AND UNANIMOUSLY RECOMMEND A VOTE
FOR THIS PROPOSAL.

PROPOSAL 3. 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 of directors 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 have been the auditors of the Fund since its inception in 1994, and
have examined and reported on the fiscal year-end financial statements, dated
March 31, 1997, and certain related Securities and Exchange Commission ("SEC")
filings. Neither the firm of McGladrey & Pullen, LLP nor any of its members have
any material direct or indirect financial interest in the Fund.

Representatives of McGladrey & Pullen, LLP are not expected to be present at the
annual 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 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.

INFORMATION ABOUT THE FUND

The Fund's last audited financial statements and annual report, dated March 31,
1997, and Semi-Annual Report, dated September 30, 1997, are available free of
charge. To obtain a copy of each report, please call 1-800/DIAL BEN or forward a
written request to Franklin Templeton Investor Services, Inc., P. O. Box 33030,
St. Petersburg, Florida 33733-8030.

As of February 12, 1998 the Fund had [__________] shares outstanding and assets
of [$_____________]. The Fund's shares are listed on the New York Stock Exchange
(NYSE: TVF). 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 percent of the total shares outstanding. To the knowledge of the Fund's
management, as of January 30, 1998, there were no other entities holding
beneficially or of record more than 5 percent of the Fund's outstanding shares.

In addition, to the knowledge of the Fund's management, as of January 30, 1998,
no nominee or Director of the Fund owned 1 percent or more of the outstanding
shares of the Fund, and the Officers and Directors of the Fund owned, as a
group, less than 1 percent of the outstanding shares of the Fund.

Section 16(a) Beneficial Ownership Reporting Compliance. U.S. securities laws
require that the Fund's shareholders owning more than 10 percent of outstanding
shares, Directors and Officers, 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 March 31, 1997. To the best of the Fund's
knowledge, all of these filing requirements were met. In making this disclosure,
the Fund relied upon the written representations of the persons affected and
copies of their relevant filings.

Pending Litigation. A lawsuit, James C. Roumell v. Templeton Vietnam
Opportunities Fund, Inc., Templeton Investment Management, Ltd., Templeton
Worldwide, Inc., Franklin Resources, Inc. and Mark Mobius, Civ. Action No.
98-6059, was filed on or about January 21, 1998 in U.S. District Court for the
Southern District of Florida alleging various violations of the 1940 Act and
related common law with respect to recent investments by the Fund and the Fund's
recently completed tender offer. Management strongly believes that the claims
made in this action are without merit and intends vigorously to defend against
this action.

The Investment Manager. The Investment Manager of the Fund is Templeton Asset
Management Ltd. ("TAML"), a Singapore company with an office at 7 Temasek
Boulevard, #38-03, Suntec Tower One, Singapore. Pursuant to an investment
management agreement, TAML manages the investment and reinvestment of the Fund's
assets. TAML 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 Blvd., San Mateo,
California 94403-7777, 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., 120 Broadway,
New York, NY 10271, pursuant to a service agreement.

The Custodian. The custodian for the Fund is The Chase Manhattan Bank, 1 Chase
Manhattan Plaza, New York, NY 10081, pursuant to a custody agreement.

The Shareholder Servicing Agent. The shareholder servicing agent for the Fund is
PaineWebber Inc. ("PaineWebber") 1285 Avenue of the Americas, 12th Floor, New
York, NY 10019, an affiliate of the initial underwriter of the Fund's shares.
Pursuant to a shareholder servicing agreement, PaineWebber provides certain
services to the Fund including statistical information and analysis, ongoing
efforts to publicize the Fund's shares and making information available to
investors.

FURTHER INFORMATION ABOUT VOTING AND THE SHAREHOLDERS 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. As the date of the Meeting approaches, you may receive a call
from the professional proxy solicitation firm of Shareholders Communications
Corporation asking you to vote. If professional proxy solicitors are retained,
it is expected that soliciting fees and expenses would be approximately $35,000.
The Fund does not reimburse Directors, Officers, and regular employees and
agents of the Investment Manager involved in the solicitation of proxies.

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 and clients, will request voting instructions from their customers,
clients and beneficial shareholders. If these instructions are not received by
the date specified in the broker-dealer firms' proxy solicitation materials, the
Fund understands that New York Stock Exchange Rules permit the broker-dealers to
vote on certain of the items to be considered at the Meeting on behalf of their
customers, clients, and the beneficial shareholders. 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 at the Meeting. Proposal 2, approving an amendment to the Fund's
investment policies and a corresponding amendment to the Fund's Articles of
Incorporation to change its name, requires the affirmative vote of a majority of
the Fund's shares outstanding and entitled to vote. Proposal 3, ratification of
the selection of the independent auditors, requires the affirmative vote of a
majority of the Fund's shares present and voting at the Meeting. Proposal 4, the
transaction of any other business, 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 Proposals
1, 2, 3, and 4.

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 been received that grant discretionary authority to vote on other matters
that may properly come before the Meeting.

Shareholder Proposals. The Fund anticipates that its next annual meeting will be
held in _______________. 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, no later than _______________.

By order of the Board of Directors,

J. Mark Mobius
President

February ___, 1998

<PAGE>

EXHIBIT A

Proposed Investment Policies for
Templeton Vietnam and Southeast Asia Fund, Inc.

The Fund's investment objective is long-term capital appreciation. The Fund's
investment policies, under normal market conditions, are to invest at least 65
percent of its assets in equity and debt securities of companies (i) that are
organized under the laws of, or have a principal office in, Vietnam or other
Southeast Asian counties (the "Region Countries"); (ii) for which the principal
equity securities trading market is in a Region Country; or (iii) that derive at
least 50 percent of their revenues or profits from goods produced or sold,
investments made, or services performed in a Region Country, or have at least 50
percent of their assets invested in a Region Country (collectively, "Region
Country Issuers"). For purposes of these investment policies, Region Countries
include Vietnam, China, Hong Kong, India, Indonesia, South Korea, Malaysia,
Myanmar, the Philippines, Singapore, Taiwan, and Thailand, as well as any other
countries in the same geographic region that may be approved for investment by
the Board of Directors in the future.

The Fund invests in equity and debt securities of Region Country Issuers as
appropriate opportunities arise. In seeking to invest at least 65 percent of its
assets in Region Country Issuers, the Fund's focus is to invest in equity and
debt securities of Vietnam Issuers to the extent attractive investment
opportunities are available. A "Vietnam Issuer" is a company (i) that is
organized under the laws of, or has a principal office in, Vietnam; (ii) for
which the principal equity securities trading market is in Vietnam; or (iii)
that derives at least 50 percent of its revenues or profits from goods produced
or sold, investments made, or services performed in Vietnam or that has at least
50 percent of its assets invested in Vietnam. To the extent that the Investment
Manager is unable to find Vietnam Issuers that it considers attractive
investment opportunities for the Fund, the Fund's assets will be invested in
equity and debt securities of other Region Country Issuers. The amount invested
in any one Region Country at any time will depend on market conditions and the
Investment Manager's assessment of available investments. The Fund will not be
limited in the percentage of its assets that can be invested in any one Region
Country. It is anticipated, but there can be no assurance, that the Fund may
eventually have a significant portion of its assets invested in securities of
Vietnam Issuers.

<PAGE>

PRELIMINARY PROXY CARD

TEMPLETON VIETNAM OPPORTUNITIES FUND, INC.
ANNUAL MEETING OF SHAREHOLDERS, MARCH 31, 1998
PLEASE VOTE PROMPTLY
This Proxy is solicited on behalf of the Board of Directors

The undersigned hereby appoints BARBARA J. GREEN, JAMES R. BAIO and
JOHN R. KAY, and each of them, with full power of substitution, as proxies to
vote for and in the name, place and stead of the undersigned at the Annual
Meeting of Shareholders of the Templeton Vietnam Opportunities Fund, Inc. (the
"Fund") to be held at the Fund's offices, 500 East Broward Blvd., 12TH Floor,
Ft. Lauderdale, Florida 33394-3091, on Tuesday, March 31, 1998 at 10:00 A.M.,
EST, and at any adjournment thereof, according to the number of votes and as
fully as if personally present.

This Proxy when properly executed will be voted in the manner (or not
voted) as specified. If no specification is made, the Proxy will be voted FOR
all nominees for Director in Proposal 1, IN FAVOR of Proposals 2 and 3, and
within the discretion of the Proxyholders as to Proposal 4.

- ------------------------------------------------------ -------------
Signature(s) Date

Please date this Proxy and sign exactly as your name or names appear hereon. If
more than one owner is registered as such, all must sign. If signing as
attorney, executor, trustee or any other representative capacity, or as a
corporate officer, please give full title.

(Continued on other side)

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<PAGE>

The Board of Directors Recommends a vote FOR Proposals 1, 2, 3 and 4.

Proposal 1-Election of Directors.
Nominees: Harris J. Ashton, Nicholas F. Brady, S. Joseph Fortunato and Edith E.
Holiday

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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ELECTING ALL OF THE
NOMINEES.

FOR all nominees WITHHOLD
listed (except as AUTHORITY ___________________________________
marked to the right) to vote for all For all nominees except as listed
nominees listed above
above.
|_| |_|

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- ------------------------------------------------
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE FOR PROPOSAL 2.

Proposal 2 - The amendment to the Fund's investment policies to enable the Fund
to invest more broadly in other countries located in Southeast Asia, while
continuing to focus its investment program on Vietnam, and (ii) the
corresponding amendment to the Fund's Articles of Incorporation to change the
Fund's name to "Templeton Vietnam and Southeast Asia Fund, Inc."

FOR AGAINST ABSTAIN

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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE FOR PROPOSAL 3.

Proposal 3 - Ratification of the selection of McGladrey & Pullen, LLP as
independent auditor for the Fund for the fiscal year ending March 31, 1998.

FOR AGAINST ABSTAIN

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- -----------------------------------------------
THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE FOR PROPOSAL 4.

Proposal 4- In their discretion, the
Proxyholders are authorized to vote upon such other matter I
which may legally come before the Meeting or any PLAN
adjournments thereof. TO ATTEND
THE MEETING
FOR AGAINST ABSTAIN |_|

|_| |_| |_|

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(CONTINUED, AND TO BE SIGNED, ON OTHER SIDE)
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FOLD AND DETACH HERE