TEMPLETON VIETNAM OPPORTUNITIES FUND INC, DEF 14A, 1998-10-20

TEMPLETON VIETNAM OPPORTUNITIES FUND INC
DEF 14A, 1998-10-20

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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:
[ ] 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 ss. 240.14a-11(c) or ss. 240.14a-12

TEMPLETON VIETNAM AND SOUTHEAST ASIA FUND, INC.
------------------------------------------------
(Name of Registrant as Specified in its Charter)

NOT APPLICABLE
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Name of Person(s) Filing Proxy Statement, 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 14(a)-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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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):

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4) Proposed maximum aggregate value of transaction:

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5) Total Fee Paid:

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[ ] 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:

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2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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<PAGE>

[GRAPHIC OMITTED]

TEMPLETON VIETNAM AND SOUTHEAST ASIA FUND, INC.

IMPORTANT SHAREHOLDER INFORMATION

These materials are for the annual meeting of shareholders scheduled for
Tuesday, December 15, 1998 at 10:00 a.m. (EST). They discuss the proposals to
be voted on at the meeting, and contain your proxy statement and proxy card. A
proxy card is, in essence, a ballot. When you vote your proxy, it tells us how
you wish to vote on important issues relating to your fund. If you complete and
sign the proxy, we'll vote it exactly as you tell us. If you simply sign the
proxy, we'll vote it in accordance with the Directors' recommendations on page
2 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/.

TELEPHONE AND INTERNET VOTING

FOR YOUR CONVENIENCE, YOU MAY BE ABLE TO VOTE BY TELEPHONE OR THROUGH THE
INTERNET, 24 HOURS A DAY. IF YOUR ACCOUNT IS ELIGIBLE, A CONTROL NUMBER AND
SEPARATE INSTRUCTIONS ARE ENCLOSED.

<PAGE>

[GRAPHIC OMITTED]

TEMPLETON VIETNAM AND SOUTHEAST ASIA FUND, INC.

NOTICE OF 1998 ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting ("Meeting") of shareholders of Templeton Vietnam and
Southeast Asia Fund, Inc. (the "Fund") will be held at 500 East Broward
Boulevard, 12th Floor,
Ft. Lauderdale, Florida 33394-3091 on Tuesday, December 15, 1998 at 10:00 a.m.
(EST).

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

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

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

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

By order of the Board of Directors,

Barbara J. Green
SECRETARY

October 22, 1998

SHAREHOLDERS WHO HAVE SEVERAL ACCOUNTS WITH THE FUND MAY RECEIVE A PROXY FOR
EACH REGISTERED ACCOUNT. PLEASE SIGN AND PROMPTLY RETURN EACH PROXY CARD IN THE
SELF-ADDRESSED ENVELOPE REGARDLESS OF THE NUMBER OF SHARES YOU OWN.

<PAGE>

TEMPLETON VIETNAM AND SOUTHEAST ASIA FUND, INC.

PROXY STATEMENT

/diamond/ INFORMATION ABOUT VOTING:

WHO IS ELIGIBLE TO VOTE?

Shareholders of record at the close of business on October 8, 1998 are
entitled to be present and to vote at the Meeting or any adjourned Meeting.
Each share of record is entitled to one vote on each matter presented at
the Meeting. The Notice of Meeting, the proxy card, and the proxy statement
were mailed to shareholders of record on or about October 22, 1998.

ON WHAT ISSUES AM I BEING ASKED TO VOTE?

You are being asked to vote on three proposals:

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

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

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

1
<PAGE>

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

The Directors unanimously recommend that you vote:

1. FOR the election of nominees;

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

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

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. If you are eligible to vote by telephone or
through the internet, a control number and separate instructions are
enclosed.

Proxy cards that are properly signed, dated and received at or prior to the
Meeting will be voted as specified. If you specify a vote for any of the
Proposals 1 through 3, your proxy will be voted as you indicated. If you
simply sign and date the proxy card, but don't specify a vote for any of
the Proposals 1 through 3, your shares will be voted IN FAVOR of the
nominees for Director (Proposal 1), IN FAVOR of ratifying the selection of
McGladrey & Pullen, LLP as independent auditors (Proposal 2), and/or IN
ACCORDANCE with the discretion of the persons named in the proxy card as to
any other matters that legally may come before the Meeting (Proposal 3).

CAN I REVOKE MY PROXY?

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

2
<PAGE>

/diamond/ THE PROPOSALS:

PROPOSAL 1: ELECTION OF DIRECTORS

HOW ARE NOMINEES SELECTED?

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

WHO ARE THE NOMINEES AND DIRECTORS?

The Board is divided into three classes, each class having a term of three
years. Each year the term of office of one class expires. This year, the
terms of five Directors are expiring. Harmon E. Burns, 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 2001 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 (and
the Templeton Group of Funds (the "Franklin Templeton Group of Funds").

Certain nominees and 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.

3
<PAGE>

Each nominee is currently eligible and has consented to serve if elected.
If any of the nominees should become unavailable, the persons named in the
proxy card will vote in their discretion for another person or other
persons who may be nominated as Directors.

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

HARMON E. BURNS* Executive Vice President and 0 5,719,973
DIRECTOR SINCE 1994 AND Director, Franklin Resources, Inc.,
VICE PRESIDENT SINCE 1996 Franklin Templeton Distributors,
Inc. and Franklin Templeton
Services, Inc.; Executive Vice
President, Franklin Advisers, Inc.;
Director, Franklin/Templeton
Investor Services, Inc.; and officer
and/or director or trustee, as the
case may be, of most of the other
subsidiaries of Franklin Resources,
Inc. and of 53 of the investment
companies in the Franklin
Templeton Group of Funds.
Age 53.
</TABLE>

4
<PAGE>

JOHN Wm. GALBRAITH President, Galbraith Properties, 1,047(**) 1,603,044
DIRECTOR SINCE 1995 Inc. (personal investment
company); Director Emeritus, Gulf
West Banks, Inc. (bank holding
company) (1995-present); director
or trustee, as the case may be, of
20 of the investment companies in
the Franklin Templeton Group of
Funds; and FORMERLY, Director,
Mercantile Bank (1991-1995), Vice
Chairman, Templeton, Galbraith &
Hansberger Ltd. (1986-1992), and
Chairman, Templeton Funds
Management, Inc. (1974-1991).
Age 77.

BETTY P. KRAHMER Director or trustee of various civic 500(**) 105,043
DIRECTOR SINCE 1994 associations; director or trustee, as
the case may be, of 21 of the
investment companies in the
Franklin Templeton Group of
Funds; and FORMERLY, Economic
Analyst, U.S. government. Age 69.

GORDON S. MACKLIN Director, Fund American 2,000(**) 458,864
DIRECTOR SINCE 1994 Enterprises Holdings, Inc., MCI
WorldCom, MedImmune, Inc.
(biotechnology), Spacehab, Inc.
(aerospace services) and Real 3D
(software); director or trustee, as
the case may be, of 49 of the
investment companies in the
Franklin Templeton Group of
Funds; and FORMERLY, Chairman,
White River Corporation (financial
services); Hambrecht and Quist
Group (investment banking), and
President, National Association of
Securities Dealers, Inc. Age 70.
</TABLE>

5
<PAGE>

FRED R. MILLSAPS Manager of personal investments 0 700,551
DIRECTOR SINCE 1994 (1978-present); director of various
business and nonprofit
organizations; director or trustee,
as the case may be, of 22 of the
investment companies in the
Franklin Templeton Group of
Funds; and FORMERLY, Chairman
and Chief Executive Officer,
Landmark Banking Corporation
(1969-1978), Financial Vice
President, Florida Power and Light
(1965-1969), and Vice President,
Federal Reserve Bank of Atlanta
(1958-1965). Age 69.

DIRECTORS SERVING UNTIL 2000 ANNUAL MEETING OF SHAREHOLDERS:

HARRIS J. ASHTON Director, RBC Holdings, Inc. 500(**) 861,572
DIRECTOR SINCE 1994 (bank holding company) and Bar-S
Foods (meat packing company);
director or trustee, as the case may
be, of 49 of the investment
companies in the Franklin
Templeton Group of Funds; and
FORMERLY, President, Chief
Executive Officer and Chairman of
the Board, General Host
Corporation (nursery and craft
centers). Age 66.
</TABLE>

6
<PAGE>

<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED IN THE
FRANKLIN
FUND SHARES TEMPLETON
OWNED BENEFICIALLY GROUP OF FUNDS
PRINCIPAL OCCUPATION AND % OF TOTAL (INCLUDING THE
NAME AND OFFICES DURING PAST FIVE OUTSTANDING ON FUND) AS OF
WITH THE FUND YEARS AND AGE OCTOBER 1, 1998 JUNE 16, 1998
- ----------------------- ----------------------------------- -------------------- ---------------
<S> <C> <C> <C>
NICHOLAS F. BRADY* Chairman, Templeton Emerging 1,000(**) 37,305
DIRECTOR SINCE 1994 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
natural gas), Christiana
Companies, Inc. (operating and
investment companies), and H.J.
Heinz Company (processed foods
and allied products); director or
trustee, as the case may be, of 21
of the investment companies in the
Franklin Templeton Group of
Funds; and FORMERLY, Secretary of
the United States Department of
the Treasury (1988-1993) and
Chairman of the Board, Dillon,
Read & Co., Inc. (investment
banking) prior to 1988. Age 68.

S. JOSEPH FORTUNATO Member of the law firm of Pitney, 100(**) 359,946
DIRECTOR SINCE 1994 Hardin, Kipp & Szuch; director or
trustee, as the case may be, of 51
of the investment companies in the
Franklin Templeton Group of
Funds; and FORMERLY, Director,
General Host Corporation
(nursery and craft centers).
Age 66.
</TABLE>

7
<PAGE>

EDITH E. HOLIDAY Director, Amerada Hess 100(**) 2,431
DIRECTOR SINCE 1996 Corporation (exploration and
refining of natural gas), Hercules
Incorporated (chemicals, fibers and
resins) (1993-present), Beverly
Enterprises, Inc. (health care)
(1995-present) and H.J. Heinz
Company (processed foods and
allied products) (1994-present);
director or trustee, as the case may
be, of 25 of the investment
companies in the Franklin
Templeton Group of Funds; and
FORMERLY, Chairman (1995-1997)
and Trustee (1993-1997), National
Child Research Center, Assistant
to the President of the United
States and Secretary of the
Cabinet (1990-1993), General
Counsel to the United States
Treasury Department (1989-1990),
and Counselor to the Secretary
and Assistant Secretary for Public
Affairs and Public Liaison-United
States Treasury Department
( 1988-1989).
Age 46.
</TABLE>

8
<PAGE>

DIRECTORS SERVING UNTIL 1999 ANNUAL MEETING OF SHAREHOLDERS:

MARTIN L. FLANAGAN* Senior Vice President and Chief 0 2,803
DIRECTOR AND VICE PRESIDENT Financial Officer, Franklin
SINCE 1994 Resources, Inc.; Executive Vice
President and Director, Templeton
Worldwide, Inc.; Executive Vice
President, Chief Operating Officer
and Director, Templeton
Investment Counsel, Inc.;
Executive Vice President and
Chief Financial Officer, Franklin
Advisers, Inc.; Chief Financial
Officer, Franklin Advisory
Services, Inc. and Franklin
Investment Advisory Services, Inc.;
President and Director, Franklin
Templeton Services, Inc.; Senior
Vice President and Chief Financial
Officer, Franklin/Templeton
Investor Services, Inc.; officer
and/or director of some of the
other subsidiaries of Franklin
Resources, Inc.; and officer and/or
director or trustee, as the case may
be, of 53 of the investment
companies in the Franklin
Templeton Group of Funds.
Age 38.
</TABLE>

9
<PAGE>

ANDREW H. HINES, JR. Consultant for the Triangle 0 36,725
DIRECTOR SINCE 1994 Consulting Group; Executive-in-
Residence of Eckerd College
(1991-present); director or trustee,
as the case may be, of 22 of the
investment companies in the
Franklin Templeton Group of
Funds; and FORMERLY, Chairman
and 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 75.
</TABLE>

10
<PAGE>

CHARLES B. JOHNSON* President, Chief Executive Officer 1,000(**) 1,474,371
CHAIRMAN SINCE 1995 AND and Director, Franklin Resources,
VICE PRESIDENT SINCE 1994 Inc.; Chairman of the Board and
Director, Franklin Advisers, Inc.,
Franklin Advisory Services, Inc.,
Franklin Investment Advisory
Services, Inc. and Franklin
Templeton Distributors, Inc.;
Director, Franklin/Templeton
Investor Services, Inc. and
Franklin Templeton Services, Inc.;
officer and/or director or trustee,
as the case may be, of most of the
other subsidiaries of Franklin
Resources, Inc. and of 50 of the
investment companies in the
Franklin Templeton Group of
Funds; and FORMERLY, Director,
General Host Corporation
(nursery and craft centers).
Age 65.
<FN>
------------------------
* Nicholas F. Brady, Harmon E. Burns, Martin L. Flanagan, 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.
Messrs. Burns and Flanagan are interested persons due to their employment
affiliations with Resources. Mr. Brady's status as an interested person
results from his business affiliations with Resources and Templeton Global
Advisors Limited. Mr. Brady and Resources are both limited partners of
Darby Overseas Partners, L.P. ("Darby Overseas"). Mr. Brady is Chairman and
shareholder of Darby Emerging Markets Investments LDC, which is the
corporate general partner of Darby Overseas. In addition, Darby Overseas
and Templeton Global Advisors Limited are limited partners of Darby
Emerging Markets Fund, L.P. The remaining nominees and Directors of the
Fund are not interested persons of the Fund (the "Independent Directors").
** Less than 1%.
</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 current fiscal year to review the operations of the

11
<PAGE>

Fund and the Fund's investment performance. The Directors also oversee the
services furnished to the Fund by Templeton Asset Management Ltd., the
Fund's investment manager (the "Investment Manager"), and various other
service providers. The Fund pays the Independent Directors and Mr. Brady a
fee of $100 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
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, 1998, there were four meetings of
the Board, one meeting of the Audit Committee, and two meetings of the
Nominating and Compensation Committee. Each of the Directors then in office
attended at least 75% of the total number of meetings of the Board. Each of
the Directors who served on the Audit Committee attended at least 75% of
the total number of meetings of the Audit Committee. There was 100%
attendance at the meetings of the Nominating and Compensation Committee.

Certain Directors and Officers of the Fund are shareholders of Resources
and may receive indirect remuneration due to their participation in
management fees and other fees received from the Franklin Templeton Group
of Funds by the Investment Manager and its affiliates. The Investment
Manager or its affiliates pay the salaries and expenses of the Officers. No
pension or retirement benefits are accrued as part of Fund expenses.

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

<TABLE>
<CAPTION>
AGGREGATE NUMBER OF BOARDS WITHIN THE TOTAL COMPENSATION FROM
COMPENSATION FRANKLIN TEMPLETON GROUP OF THE FRANKLIN TEMPLETON
NAME OF DIRECTOR FROM THE FUND* FUNDS ON WHICH DIRECTOR SERVES** GROUP OF FUNDS***
- ------------------------- ---------------- ---------------------------------- ------------------------
<S> <C> <C> <C>
Harris J. Ashton $1,075 49 $344,642
Nicholas F. Brady 1,075 21 119,675
S. Joseph Fortunato 1,075 51 361,562
John Wm. Galbraith 1,223 20 117,675
Andrew H. Hines, Jr. 1,223 22 144,175
Edith E. Holiday 1,075 25 72,875
Betty P. Krahmer 1,075 21 119,675
Gordon S. Macklin 1,075 49 337,292
Fred R. Millsaps 1,223 22 144,175
<FN>
- ------------------------
* Compensation received for the fiscal year ended March 31, 1998, which was
prior to the adoption of the current fee compensation referred to above.
** We base the number of boards on the number of registered investment
companies in the Franklin Templeton Group of Funds. This number does not
include the total number of series or funds within each investment company
for which the Board members are responsible. The Franklin Templeton Group
of Funds currently includes 54 registered investment companies, with
approximately 170 U.S. based funds or series.
*** For the calendar year ended December 31, 1997.
</FN>
</TABLE>

12
<PAGE>

The table above indicates the total fees paid to Directors by all of the
funds in the Franklin Templeton Group of Funds and by the Fund
individually. 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.

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 1994

J. MARK MOBIUS Portfolio Manager of various Templeton advisory affiliates;
PRESIDENT SINCE 1994 Managing Director of Templeton Asset Management Ltd.;
officer of 8 of the investment companies in the Franklin
Templeton Group of Funds; and FORMERLY, President,
International Investment Trust Company Limited (investment
manager of Taiwan R.O.C. Fund) (1986-1987) and Director,
Vickers da Costa, Hong Kong (1983-1986). Age 62.

RUPERT H. JOHNSON, JR. Executive Vice President and Director, Franklin Resources,
VICE PRESIDENT SINCE 1996 Inc. and Franklin Templeton Distributors, Inc.; President and
Director, Franklin Advisers, Inc.; Senior Vice President and
Director, Franklin Advisory Services, Inc. and Franklin
Investment Advisory Services, Inc.; Director, Franklin/
Templeton Investor Services, Inc.; and officer and/or director
or trustee, as the case may be, of most of the other
subsidiaries of Franklin Resources, Inc. and of 53 of the
investment companies in the Franklin Templeton Group of
Funds. Age 58.

HARMON E. BURNS See Proposal 1, "Election of Directors."
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 Senior Vice President and Director, Franklin Resources, Inc.;
VICE PRESIDENT SINCE 1996 Senior Vice President, Franklin Templeton Distributors, Inc.;
President and Director, Templeton Worldwide, Inc.; Chairman
and Director, Templeton Investment Counsel, Inc.; Vice
President, Franklin Advisers, Inc.; officer and/or director of
some of the other subsidiaries of Franklin Resources, Inc.;
and officer and/or director or trustee, as the case may be, of
34 of the investment companies in the Franklin Templeton
Group of Funds. Age 42.

DEBORAH R. GATZEK Senior Vice President and General Counsel, Franklin
VICE PRESIDENT SINCE 1996 Resources, Inc.; Senior Vice President, Franklin Templeton
Services, Inc. and Franklin Templeton Distributors, Inc.;
Executive Vice President, Franklin Advisers, Inc.; Vice
President, Franklin Advisory Services, Inc.; Vice President,
Chief Legal Officer and Chief Operating Officer, Franklin
Investment Advisory Services, Inc.; and officer of 53 of the
investment companies in the Franklin Templeton Group of
Funds. Age 49.

MARK G. HOLOWESKO President and Chief Investment Officer, Templeton Global
VICE PRESIDENT SINCE 1994 Advisors Limited; Executive Vice President and Director,
Templeton Worldwide, Inc.; officer of 21 of the investment
companies in the Franklin Templeton Group of Funds; and
FORMERLY, Investment Administrator, RoyWest Trust
Corporation (Bahamas) Limited (1984-1985). Age 38.

MARTIN L. FLANAGAN See Proposal 1, "Election of Directors."
VICE PRESIDENT AND DIRECTOR
SINCE 1994

SAMUEL J. FORESTER, JR. Managing Director, Templeton Worldwide, Inc.; Vice
VICE PRESIDENT SINCE 1994 President of 10 of the investment companies in the Franklin
Templeton Group of Funds; Director, Closed Joint-Stock
Company Templeton and Templeton Trust Services Pvt. Ltd.;
and FORMERLY, President, Templeton Global Bond Managers, a
division of Templeton Investment Counsel, Inc., Forester,
Hairston Investment Management, Inc. (1988-1990),
Managing Director (Mid-East Region), Merrill Lynch, Pierce,
Fenner & Smith Inc. (1987-1988), Advisor for Saudi Arabian
Monetary Agency (1982-1987). Age 50.
</TABLE>

14
<PAGE>

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

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

BARBARA J. GREEN Senior Vice President, Templeton Worldwide, Inc. and
SECRETARY SINCE 1996 Templeton Global Investors, Inc.; officer of 21 of the
investment companies in the Franklin Templeton Group of
Funds; and FORMERLY, Deputy Director of the Division of
Investment Management, Executive Assistant and Senior
Advisor to the Chairman, Counselor to the Chairman, Special
Counsel and Attorney Fellow, U.S. Securities and Exchange
Commission (1986-1995), Attorney, Rogers & Wells, and
Judicial Clerk, U.S. District Court (District of Massachusetts).
Age 50.

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

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?

For the current fiscal year, the Board selected as auditors the firm of
McGladrey & Pullen, LLP, 555 Fifth Avenue, New York, New York 10017.
McGladrey & Pullen, LLP has been the auditors of the Fund since its
inception in 1994, and has examined and reported on the fiscal year-end
financial statements, dated March 31, 1998, and certain related Securities
and Exchange Commission filings. Neither the firm of McGladrey & Pullen,
LLP nor any of its members have any material direct or indirect financial
interest in the Fund.

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

PROPOSAL 3: OTHER BUSINESS

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

/diamond/ INFORMATION ABOUT THE FUND

THE INVESTMENT MANAGER. The Investment Manager of the Fund is Templeton
Asset Management Ltd. ("Asset Management"), a Singapore company with an
office at 7 Temasek Boulevard, #38-03, Suntec Tower One, Singapore.
Pursuant to an investment management agreement, Asset Management manages
the investment and reinvestment of Fund assets. Asset Management is an
indirect, wholly-owned subsidiary of Resources.

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

16
<PAGE>

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., 120 Broadway, New York, New York 10271.

THE CUSTODIAN. The custodian for the Fund is The Chase Manhattan Bank, 1
Chase Manhattan Plaza, New York, New York 10081.

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.

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

PENDING LITIGATION. Two lawsuits, 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, and MICHAEL J. WETTA (PLAINTIFF) V. TEMPLETON ASSET MANAGEMENT,
LTD., TEMPLETON WORLDWIDE, INC., FRANKLIN RESOURCES, INC., CHARLES B.
JOHNSON, MARTIN L. FLANAGAN, HARMON E. BURNS, HARRIS J. ASHTON, S. JOSEPH
FORTUNATO, GORDON S. MACKLIN, EDITH E. HOLIDAY, BETTY P. KRAHMER, FRED R.
MILLSAPS, ANDREW H. HINES, JR., JOHN WILLIAM GALBRAITH, NICHOLAS F. BRADY
AND J. MARK MOBIUS (DEFENDANTS), AND TEMPLETON VIETNAM OPPORTUNITIES FUND,
INC. (NOMINAL DEFENDANT), Civ. Action No. 98-6170, on or about January 21,
1998 and February 18, 1998, respectively, in the U.S. District Court for
the Southern District of Florida alleging various violations of the 1940
Act and related common law concerning the decision to conduct a tender
offer and investments made by the Fund preceding the Fund's tender offer,
which was completed in

17
<PAGE>

January 1998. The plaintiffs are requesting damages, equitable relief, and
other available remedies for themselves and for a class. A third lawsuit,
RICHARD WAKSMAN V. TEMPLETON ASSET MANAGEMENT, LTD., TEMPLETON WORLDWIDE,
INC., FRANKLIN RESOURCES, INC., CHARLES B. JOHNSON, MARTIN L. FLANAGAN,
HARMON E. BURNS, HARRIS J. ASHTON, S. JOSEPH FORTUNATO, GORDON S. MACKLIN,
EDITH E. HOLIDAY, BETTY P. KRAHMER, FRED R. MILLSAPS, ANDREW H. HINES, JR.,
JOHN WILLIAM GALBRAITH, NICHOLAS F. BRADY AND J. MARK MOBIUS (DEFENDANTS),
AND TEMPLETON VIETNAM OPPORTUNITIES FUND, INC. N/K/A TEMPLETON VIETNAM AND
SOUTHEAST ASIA FUND, INC. (NOMINAL DEFENDANT), Civ. No. 98-7059, was filed
by the same counsel as the first two cases in the same Court on or around
September 29, 1998, alleging violations of the 1940 Act arising from the
same events and seeking substantially the same relief as the first two
cases. Management and the Board strongly believe that the claims made in
these actions are without merit and intend vigorously to defend against
these actions.

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

As of October 8, 1998, the Fund had 4,681,172 shares outstanding and total
net assets of $30,032,886. The Fund's shares are listed on the NYSE
(symbol: 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% of the total shares outstanding. To the knowledge of
the Fund's management, as of October 1, 1998, there were no other entities
holding beneficially or of record more than 5% of the Fund's outstanding
shares.

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

/diamond/ FURTHER INFORMATION ABOUT VOTING AND
THE 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

18
<PAGE>

be primarily by mail, but also may include telephone, telecopy or oral
solicitations. If the Fund does not receive your proxy by a certain time
you may receive a telephone call from Shareholder Communications
Corporation asking you to vote. If professional proxy solicitors are
retained, it is expected that soliciting fees and expenses would be
approximately $10,000. The Fund does not reimburse Directors and Officers
of the Fund, and 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.

If you wish to participate in the Meeting, but do not wish to give your
proxy by telephone, you may still submit the proxy card originally sent
with your proxy statement or attend in person. Any proxy given by you,
whether in writing, by telephone or through the internet, is revocable.

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 the
items to be considered at the Meeting on behalf of their customers and
beneficial owners. Certain broker-dealers may exercise discretion over
shares held in their name for which no instructions are received by voting
these shares in the same proportion as they vote shares for which they
received instructions.

QUORUM. A majority of the shares entitled to vote--present in person or
represented by proxy--constitutes a quorum at the Meeting. The shares over
which broker-dealers have discretionary voting power, the shares that
represent "broker non-votes" (i.e., shares held by brokers or nominees as
to which (i) instructions have not been received from the beneficial owners
or persons entitled to vote and (ii) the broker or nominee does not have
discretionary voting power on a particular matter), and the shares whose
proxies reflect an abstention on any item are all counted as shares present
and entitled to vote for purposes of determining whether the required
quorum of shares exists.

METHODS OF TABULATION. Proposal 1, the election of Directors, requires the
affirmative vote of the holders of a plurality of the Fund's shares present
and voting on the Proposal at the Meeting. Proposal 2, ratification of the
selection of the independent auditors, requires the affirmative vote of a
majority of the Fund's shares present and voting on the Proposal at the
Meeting. Proposal 3, the transaction of any other business, is expected to
require the affirmative vote of a majority of the Fund's shares present and
voting on the Proposal at the

19
<PAGE>

Meeting. Abstentions and broker non-votes will be treated as votes not cast
and, therefore, will not be counted for purposes of obtaining approval of
Proposals 1, 2, and 3.

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 matters that may properly come before the Meeting.

SHAREHOLDER PROPOSALS. The Fund anticipates that its next annual meeting
will be held in December, 1999. Shareholder proposals to be presented at
the next annual meeting must be received at the Fund's offices, 500 East
Broward Boulevard, 12th Floor, Ft. Lauderdale, Florida 33394-3091, no later
than June 24, 1999.

By order of the Board of Directors,

Barbara J. Green
SECRETARY

October 22, 1998

PAGE

TEMPLETON VIETNAM AND SOUTHEAST ASIA FUND, INC.
ANNUAL MEETING OF SHAREHOLDERS, DECEMBER 15, 1998

The undersigned hereby appoints BARBARA J. GREEN, JAMES R. BAIO and
BRUCE S. ROSENBERG, and each of them, proxies of the undersigned with full power
of substitution to vote all shares of Templeton Vietnam and Southeast Asia Fund,
Inc. (the "Fund") which the undersigned is entitled to vote at the Fund's Annual
Meeting to be held at 500 East Broward Blvd., 12th Floor, Ft. Lauderdale,
Florida at 10:00 a.m., EST, on the 15th day of December 1998, including any
adjournment thereof, upon matters set forth below and revokes all previous
proxies for his shares.

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

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

FOLD AND DETACH HERE

PAGE

Please mark your ballot as
indicated in this example [X]

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

Proposal 1 - Election of Directors.

<TABLE>

FOR all nominees WITHHOLD Nominees: Harmon E. Burns, John Wm. Galbraith, Betty P.
listed (except as AUTHORITY Krahmer, Gordon S. Macklin and Fred R. Millsaps.
marked to the right) to vote for all
nominees listed

[ ] [ ] To withhold authority to nominee, write that
nominee's name on the line below.

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

</TABLE>

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

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

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

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

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

Signature(s) Dated , 1998

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