TEMPLETON VIETNAM OPPORTUNITIES FUND INC
N-30D, 2000-06-06
Previous: FLEET CREDIT CARD MASTER TRUST II, S-3, EX-8.1, 2000-06-06
Next: INTERLOGIX INC, SC 13D/A, 2000-06-06






Annual Report
March 31, 2000

TEMPLETON VIETNAM
AND SOUTHEAST ASIA FUND, INC.

[Franklin Templeton Logo]


PAGE



Thank you for investing with Franklin  Templeton.  We encourage our investors to
maintain a long-term perspective,  and remember that all securities markets move
both up and down, as do fund share prices.  We appreciate  your past support and
look forward to serving your investment needs in the years to come.

[PHOTO OF MARK MOBIUS APPEARS HERE]

MARK MOBIUS
PRESIDENT
TEMPLETON VIETNAM AND
SOUTHEAST ASIA FUND, INC.

Mark Mobius has been living in emerging market countries since earning his Ph.D.
in Economics and Political  Science at Massachusetts  Institute of Technology in
1964.  During his  extensive  travels,  he has acquired a thorough  knowledge of
business practices and customs unique to developing nations.


PAGE



SHAREHOLDER LETTER

-------------------------------------------------------------------------------
YOUR FUND'S GOAL: TEMPLETON VIETNAM AND SOUTHEAST ASIA FUND SEEKS LONG-TERM
CAPITAL APPRECIATION. UNDER NORMAL MARKET CONDITIONS, THE FUND INVESTS PRIMARILY
IN THE EQUITY AND DEBT SECURITIES OF REGION COUNTRY ISSUERS. REGION COUNTRIES
CURRENTLY INCLUDE VIETNAM, CHINA, HONG KONG, INDIA, INDONESIA, MALAYSIA,
MYANMAR, THE PHILIPPINES, SINGAPORE, SOUTH KOREA, TAIWAN, AND THAILAND.
-------------------------------------------------------------------------------

Dear Shareholder:

We are pleased to bring you this  annual  report for the  Templeton  Vietnam and
Southeast  Asia Fund,  which covers the 12 months  ended March 31, 2000.  During
this time,  many  Southeast  Asian  nations  instituted  political  and economic
reforms in efforts to address the region's past financial turmoil.  As a result,
many of them enjoyed significant  economic recovery and improving equity markets
during the period under review.  Contributing to this rise in securities  prices
was China's  agreement  with the U.S.  concerning  membership in the World Trade
Organization, Hong Kong's decision to build a cyberport, and the announcement by
Disney(R)






All  portfolio  holdings  mentioned  in the report are listed by their  complete
legal titles in the Fund's Statement of Investments  (SOI),  which is a complete
listing of the Fund's portfolio  holdings,  including dollar value and number of
shares or principal amount. The SOI begins on page 9.

<TABLE>
<CAPTION>
CONTENTS

<S>                         <C>
Shareholder Letter            1

Performance Summary           6

Important Notice
to Shareholders               7

Financial Highlights &
Statement of Investments      8

Financial Statements         13

Notes to Financial
Statements                   16

Independent Auditors'
Report                       20

</TABLE>

[FUND CATEGORY PYRAMID GRAPH]
Global
Growth
Growth & Income
Income
Tax-Free Incom


PAGE



[GEOGRAPHIC DISTRIBUTION BAR CHART]


GEOGRAPHIC DISTRIBUTION
Based on Total Net Assets
3/31/00


Thailand                 18.9%
Hong Kong                16.1%
Indonesia                14.7%
Vietnam*                 12.4%
South Korea               9.3%
China                     9.2%
Singapore                 7.7%
Philippines               3.0%
United States             1.6%
Taiwan                    1.5%
Malaysia                  1.0%
India                     0.1%
Other Net Assets          4.5%


* These are direct investments made through companies domiciled in Hong Kong and
Singapore.

Corp.  of plans to build a theme park  there.  In  Indonesia,  the  election  of
moderate  Muslim  cleric  Abdurrahman  Wahid as president  was also viewed as an
encouraging   development.   At  the  same  time,  Singapore  made  progress  by
forecasting  a budget  surplus  of U.S.  $1.7  billion.  Furthermore,  Singapore
continued its efforts to establish itself as the premier  financial  exchange in
Asia outside Japan,  by modifying its listing rules in hopes of attracting  more
initial public offerings.

For much of the reporting  period,  Thailand's  economy had been recovering more
slowly than the economies of many other Asian  countries.  However,  late in the
period,  Thailand's  economy seemed poised to start catching up. While there has
been concern about  political  turmoil and the pace of reform,  economic  growth
began to exceed expectations, inflation was low, and growing imports indicated a
robust level of domestic  consumption.  In addition,  the Thai government passed
legislation opening up the economy to more foreign economic participation. These
developments  culminated in the International  Monetary Fund's announcement that
the  country  will not need to renew  its U.S.  $17  billion  loan  package,  as
scheduled  in June 2000.  Not all  countries  in the region  progressed  in this
manner.  South Korea encountered  challenges to its political reform process and
Vietnam's lack of a stock  exchange and an  exchangeable  currency  limited that
country's  economic  development.  Although Vietnam plans to hold talks with the
World Trade Organization in June concerning membership in that organization,  it
will most likely be a number of years before this takes place.

Within this environment,  the Fund produced a +17.12% cumulative total return in
market-price  terms for the 12 months  ended  March  31,  2000,  as shown in the
Performance Summary

2


PAGE



on page 6. Based on change in net asset value, the Fund's cumulative total
return for the same period was +34.10%.

At the end of the  reporting  period,  93.9% of the Fund's total net assets were
invested in equities,  with 6.1% in short-term investments and other assets. The
chart  to the  left  illustrates  the  Fund's  geographic  exposure.  Among  the
holdings,  12.4% were direct  investments  in Vietnam,  held  through  companies
domiciled in Hong Kong and Singapore.

During the 12 months under review, we sold our positions in China's Shanghai and
Shenzhen B share markets to take  advantage of what we believed were bargains in
that country's telecommunications sector. In early May, we began acquiring stock
in China  Telecom  (Hong Kong)  because we  believed  it offered an  inexpensive
exposure to the vast and relatively closed Chinese mobile communications market.
By the end of the reporting period, it had become the Fund's largest holding. We
also  added to the  Fund's  position  in  Citic  Pacific,  the Hong  Kong-listed
subsidiary  of China's  state-owned  China  International  Trust and  Investment
Corporation.   Citic  Pacific  invests  in   infrastructure   (aviation,   civil
engineering, power generation and telecommunications) as well as real estate.

In  Taiwan,   the  combination  of  natural   disasters  and  political  tension
temporarily   depressed  some  stock  prices  to  valuations  we  believed  were
attractive.  We therefore  increased  our exposure to that country by purchasing
shares in computer maker Compal  Electronics,  chip maker Via Technologies  Inc.
and uninterruptible power supply component manufacturer Phoenixtec Power Co.
Ltd.

We also purchased additional shares of Telekomunikasi, one of Indonesia's
domestic phone operators. The rise in value of

  TOP 10 INDUSTRIES
  3/31/00

                              % OF TOTAL
  INDUSTRY                    NET ASSETS
  --------                    ----------

  Telecommunications               19.9%
  Multi-Industry                   13.8%
  Real Estate                       7.9%
  Banking                           7.1%
  Leisure & Tourism                 6.3%
  Electrical & Electronics          5.4%
  Building Materials &
  Components                        5.3%
  Food & Household Products         4.6%
  Metals & Mining                   4.2%
  Beverages & Tobacco               4.0%
                                                                           3


PAGE



  TOP 10 EQUITY HOLDINGS*
  3/31/00


  COMPANY,                            % OF TOTAL
  INDUSTRY, COUNTRY                   NET ASSETS
  -----------------                   ----------
  China Telecom HK Ltd.
  Telecommunications, China             8.1%

  Mayfair Hanoi, Ltd.

  Real Estate, Vietnam                  7.1%

  Citic Pacific Ltd.

  Multi-Industry, Hong Kong             6.3%

  Indotel Ltd.

  Leisure & Tourism, Vietnam            5.3%

  Siam Cement Public
  Co. Ltd.
  Building Materials &

  Components, Thailand                  4.6%

  PT Telekomunikasi
  Indonesia (Persero), B

  Telecommunications, Indonesia         4.1%

  Samsung Electronics Co. Ltd.
  Electrical & Electronics,

  South Korea                           4.1%

  Korea Electric Power Corp.
  Utilities Electrical & Gas,

  South Korea                           3.9%

  Natsteel Ltd.

  Metals & Mining, Singapore            3.5%

  PT Gudang Garamm
  Beverages & Tobacco,

  Indonesia                             3.2%


* Does  not  include  investments  in  fixed-income  securities  and  short-term
investments and other assets.

China Telecom's stock, along with  Telekomunikasi's  advance into the Fund's top
10 holdings,  helped make  telecommunications  the Fund's largest sector. At the
end of the  12-month  period,  telecommunications  composed  19.9% of total  net
assets,  followed by  multi-industry  (13.8%),  real  estate  (7.9%) and banking
(7.1%).

On the sell side, we reduced the Fund's  holdings of Thai banks Bangkok Bank and
Siam  Commercial  Bank because of the relatively  slow pace of banking  reforms,
which delayed the sector's return to profitability.

Looking  forward,  we believe  Southeast  Asia is taking  positive  steps toward
economic  recovery.  The  conclusion  of Taiwanese  presidential  elections  may
encourage the development of talks between Taiwan and China, and reduce regional
political  uncertainties.  We  are  optimistic  about  the  region's  investment
possibilities,  and intend to focus on those  companies and countries  that have
been the most proactive in reform. We anticipate that the potential for improved
corporate  governance  and economic  efficiency  could  benefit  stock prices of
companies in these countries over the long term.

Of  course,   investing  in  Vietnam  and  Southeast   Asia   involves   special
considerations  including risks relating to direct  investments,  as well as the
risks  associated  with  investing in an emerging  market.  These risks  include
adverse economic, social and political developments, the absence of an organized
stock exchange in Vietnam,  reduced liquidity of emerging  markets,  and greater
currency volatility. For example, Taiwan's equity market

4


PAGE



has increased 1,576% in the last 15 years, but has suffered six declines of more
than 20% during that time.(1) Investing in any emerging market means accepting a
certain amount of market  volatility  and, in some cases,  the  consequences  of
severe market  corrections.  While short-term  volatility can be  disconcerting,
declines in excess of 50% are not unusual in emerging markets. Investment in the
Fund should be considered speculative.

Because  the Fund  invests a  significant  amount of its assets in  Vietnam  and
Southeast  Asia, it may be subject to greater risks and may  experience  greater
volatility than a fund that is more broadly diversified geographically.

Thank you for  investing  in  Templeton  Vietnam  and  Southeast  Asia Fund.  We
appreciate your support,  welcome your comments, and look forward to serving you
in the future.

Sincerely,

\s\MARK MOBIUS

Mark Mobius
President
Vietnam and Southeast Asia Fund, Inc.

-------------------------------------------------------------------------------
This discussion reflects our views,  opinions and portfolio holdings as of March
31, 2000, the end of the reporting  period.  The  information  provided is not a
complete  analysis of every  aspect of any  country,  industry,  security or the
Fund. Our strategies and the Fund's portfolio  composition will change depending
on  market  and  economic  conditions.  Although  historical  performance  is no
guarantee  of  future  results,  these  insights  may  help you  understand  our
investment and management philosophy.
-------------------------------------------------------------------------------

(1) Source:  Taiwan Weighted Index.  Based on quarterly  percentage price change
over 15 years ended March 31, 2000.  Return is measured in U.S. dollars and does
not include reinvested dividends. One cannot invest directly in an index, nor is
an index representative of the Fund's portfolio.

                                                                               5


PAGE



1. Cumulative total return  represents the change in value of an investment over
the periods indicated.

2. Average  annual total return  represents  the average  annual change in value
over the periods indicated.

-------------------------------------------------------------------------------
Effective  August 1, 1998,  the Fund's  Investment  Manager agreed to reduce its
fees to 1.35% of the Fund's  average  weekly net assets.  This fee waiver may be
terminated  at any time  upon  notice to the  Fund's  Board of  Directors.  From
October 1, 1994,  through  September 30, 1995,  additional fee waivers increased
the Fund's total  returns.  Without these  reductions,  the Fund's total returns
would have been lower.

Since markets can go down as well as up,  investment  return and principal value
will fluctuate with market conditions,  currency  volatility,  and the economic,
social and  political  climates of countries  where the Fund  invests.  Emerging
markets  involve  heightened  risks related to the same factors,  in addition to
those associated with their relatively small size and lesser liquidity. Also, as
a non-diversified  investment company, the Fund may invest in a relatively small
number of issuers  and,  as a result,  be  subject to greater  risk of loss with
respect to its  portfolio  securities.  In addition,  the Fund's  direct  equity
investments  may involve a heightened  degree of business and financial risk, as
well as risks posed by the  illiquidity of these  investments due to the absence
of a  public  trading  market.  You may have a gain or loss  when you sell  your
shares.
-------------------------------------------------------------------------------

ONE-YEAR PERFORMANCE SUMMARY
AS OF 3/31/00

DISTRIBUTIONS  WILL VARY  BASED ON  EARNINGS  OF THE  FUND'S  PORTFOLIO  AND ANY
PROFITS  REALIZED FROM THE SALE OF THE  PORTFOLIO'S  SECURITIES,  AS WELL AS THE
LEVEL OF THE FUND'S OPERATING EXPENSES. PAST DISTRIBUTIONS ARE NOT INDICATIVE OF
FUTURE TRENDS. ALL TOTAL RETURNS INCLUDE REINVESTED  DISTRIBUTIONS  ACCORDING TO
THE TERMS SPECIFIED IN THE FUND'S DIVIDEND  REINVESTMENT  AND CASH PURCHASE PLAN
AND DO NOT REFLECT ANY SALES CHARGES PAID AT INCEPTION OR BROKERAGE  COMMISSIONS
PAID ON SECONDARY MARKET PURCHASES.

PERFORMANCE
<TABLE>

<S>                      <C>
One-Year Total Return    +34.10% (Based on change in Net Asset Value)
                         +17.12% (Based on change in Market Price)

</TABLE>

<TABLE>

<S>                      <C>       <C>          <C>     <C>
Net Asset Value (NAV)    $11.64    (3/31/00)    $8.68   (3/31/99)
Change in NAV            +$2.96
Market Price (NYSE)      $8.1250   (3/31/00)    $6.9375 (3/31/99)
Change in Market Price   +$1.1875
</TABLE>

ADDITIONAL PERFORMANCE
<TABLE>
<CAPTION>

                                   INCEPTION
                                     1-YEAR    5-YEAR     (9/8/94)
                                     ------    ------     --------
<S>                                  <C>       <C>        <C>
Cumulative Total Return (1)
   Based on change in
   net asset value                   +34.10%    -3.40%     -9.91%
   Based on change in
   market price                      +17.12%   -19.85%    -40.95%
Average Annual Total Return (2)
   Based on change in
   net asset value                   +34.10%    -0.69%     -1.86%
   Based on change in
   market price                      +17.12%    -4.33%     -9.07%
</TABLE>

Past performance is not predictive of future results.

6


PAGE



IMPORTANT NOTICE TO SHAREHOLDERS

-------------------------------------------------------------------------------
INVESTMENT OF CASH BALANCES. The U.S. Securities and Exchange Commission granted
the Franklin Templeton Funds an order that allows the funds, including Templeton
Vietnam and  Southeast  Asia Fund, to invest their  uninvested  cash balances in
affiliated  Franklin  Templeton money market funds.  Among the conditions of the
SEC order are that the funds will not pay sales loads or  distribution  fees and
that there will be no layering of investment advisory fees, with regard to their
investments in the Franklin  Templeton money market funds.  Subject to these and
other conditions of the SEC order, the Fund may invest cash balances in Franklin
Templeton money market funds.  The Board of Directors of the Fund has approved a
change in the Fund's policy limiting investments in affiliated funds in order to
allow the Fund to do so.

ADOPTION OF DEFINITIONS OF "EMERGING  MARKET" AND "EMERGING MARKET COMPANY." The
Fund uses the following  definitions of "emerging  market" and "emerging  market
company" to reflect the dynamic nature of what constitutes an "emerging  market"
or an "emerging  market  company." The following  definitions  generally will be
used in managing the Fund's portfolio:

"Emerging market" countries are (i) countries that are generally  considered low
or middle  income  countries by the  International  Bank of  Reconstruction  and
Development  (commonly  known as the World Bank) and the  International  Finance
Corporation;  or (ii)  countries  that are  classified by the United  Nations or
otherwise regarded by their authorities as developing; or (iii) countries with a
stock  market  capitalization  of less  than 3% of the  Morgan  Stanley  Capital
International(R) World Index.

"Emerging market companies" are (i) companies whose principal securities trading
markets  are in  emerging  market  countries;  or (ii)  companies  that derive a
significant  share of their total revenue from either goods or services produced
or sales made in  emerging  market  countries;  or (iii)  companies  that have a
significant  portion  of their  assets in  emerging  market  countries;  or (iv)
companies  that are linked to currencies of emerging  market  countries;  or (v)
companies that are organized  under the laws of, or with  principal  offices in,
emerging market countries.

These  definitions  as used by the Fund's manager may differ from the definition
of the same terms as used in managing other Franklin  Templeton funds. The Board
of Directors may change these definitions without shareholder approval.
--------------------------------------------------------------------------------

                                                                               7


PAGE




TEMPLETON VIETNAM AND SOUTHEAST ASIA FUND, INC.

Financial Highlights

<TABLE>
<CAPTION>

                                                                                 YEAR ENDED MARCH 31,
                                                                -------------------------------------------------------
                                                                 2000+       1999        1998        1997        1996
                                                                -------------------------------------------------------
<S>                                                             <C>        <C>         <C>         <C>         <C>
PER SHARE OPERATING PERFORMANCE
(For a share outstanding throughout the year)

Net asset value, beginning of year..........................      $8.68       $9.07      $14.05      $13.91      $13.09
                                                                -------------------------------------------------------
Income from investment operations:

 Net investment income (loss)...............................       (.07)       (.08)        .09         .29         .36
 Net realized and unrealized gains (losses).................       3.03        (.31)      (4.86)        .21         .91
                                                                -------------------------------------------------------
Total from investment operations............................       2.96        (.39)      (4.77)        .50        1.27
                                                                -------------------------------------------------------
Tender offer expenses deducted from capital.................         --          --        (.04)         --          --
                                                                -------------------------------------------------------
Less distributions from:
 Net investment income......................................         --          --        (.13)       (.31)       (.38)
 Net realized gains.........................................         --          --        (.03)       (.05)       (.07)
 Tax return of capital......................................         --          --        (.01)         --          --
                                                                -------------------------------------------------------
Total distributions.........................................         --          --        (.17)       (.36)       (.45)
                                                                -------------------------------------------------------
Net asset value, end of year................................     $11.64       $8.68       $9.07      $14.05      $13.91
                                                                =======================================================
Total Return
 Based on market value per share............................     17.12%    (15.88)%    (25.14)%    (10.87)%      22.11%
 Based on net asset value per share.........................     34.10%     (4.30)%    (34.10)%       4.03%       9.80%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's).............................    $54,508     $40,615     $42,437    $113,214    $112,073
Ratios to average net assets:
 Expenses...................................................      2.15%       3.12%       2.23%       1.82%       1.47%
 Expenses, excluding waiver and payments by affiliate.......      2.30%       3.22%       2.23%       1.82%       1.47%
 Net investment income (loss)...............................     (.58)%     (1.06)%        .91%       2.04%       2.62%
Portfolio turnover rate.....................................     68.98%      20.56%      89.42%      20.16%       4.01%
</TABLE>

+Based on average weighted shares outstanding.


                       See Notes to Financial Statements.

 8


PAGE




TEMPLETON VIETNAM AND SOUTHEAST ASIA FUND, INC.
STATEMENT OF INVESTMENTS, MARCH 31, 2000

<TABLE>
<CAPTION>

                                                                    COUNTRY           SHARES               VALUE

-------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                 <C>                 <C>
COMMON STOCKS 80.3%
BANKING 5.9%

*Bangkok Bank Public Co. Ltd................................        Thailand            249,500         $   257,353
DBS Group Holdings Ltd......................................       Singapore              8,489             112,161
Hana Bank...................................................      South Korea             7,300              44,583
HSBC Holdings PLC...........................................       Hong Kong              1,200              14,024
Oversea Chinese Banking Corp. Ltd...........................       Singapore             84,550             523,958
Overseas Union Bank Ltd.....................................       Singapore             29,000             130,547
*Philippine National Bank...................................      Philippines           325,000             537,321
*Siam Commercial Bank, fgn., wts., 6/22/04..................        Thailand            396,666              96,518
*Thai Farmers Bank Public Co. Ltd. .........................        Thailand          1,298,700           1,176,421
*Thai Farmers Bank Public Co. Ltd., fgn. ...................        Thailand             75,532              83,403
United Overseas Bank Ltd....................................       Singapore             37,864             232,430
                                                                                                        -----------
                                                                                                          3,208,719

                                                                                                        -----------
BEVERAGES & TOBACCO 4.0%
Fraser and Neave Ltd........................................       Singapore            149,100             425,377
PT Gudang Garamm............................................       Indonesia            906,000           1,729,419
*Tsingtao Brewey Co. Ltd., H................................         China              168,000              34,090
                                                                                                        -----------
                                                                                                          2,188,886

                                                                                                        -----------
BUILDING MATERIALS & COMPONENTS 5.3%
*PT Indocement Tunggal Prakarsa.............................       Indonesia            677,000             250,410
PT Semen Gresik (Persero) TBK...............................       Indonesia            136,627             156,119
*Siam Cement Public Co. Ltd.................................        Thailand            141,149           1,963,617
*Siam Cement Public Co. Ltd., fgn. .........................        Thailand             21,651             526,816
                                                                                                        -----------
                                                                                                          2,896,962

                                                                                                        -----------
CONSTRUCTION & HOUSING .4%
*Italian-Thai Development Public Co. Ltd., fgn. ............        Thailand            200,700             145,973
*YTL Corp. Bhd. ............................................        Malaysia             30,000              56,842
                                                                                                        -----------
                                                                                                            202,815

                                                                                                        -----------
DATA PROCESSING & REPRODUCTION .7%
Compal Electronics Inc......................................         Taiwan              36,000             149,655
*Korea Data Systems.........................................      South Korea            17,960             196,622
Legend Holdings Ltd.........................................       Hong Kong             16,000              24,966
                                                                                                        -----------
                                                                                                            371,243

                                                                                                        -----------
ELECTRICAL & ELECTRONICS 5.4%
Creative Technology Ltd.....................................       Singapore              4,600             146,028
*Phoenixtec Power Co. Ltd...................................         Taiwan               4,000               9,201
Samsung Electronics Co. Ltd.................................      South Korea             7,367           2,232,929
Samsung SDI Co. Ltd.........................................      South Korea             4,410             163,592
*Shin Corporations Public Company Ltd., fgn. ...............        Thailand             28,800             210,230
*Sunplus Technology Company Ltd.............................         Taiwan              26,000             165,757
                                                                                                        -----------
                                                                                                          2,927,737

                                                                                                        -----------
</TABLE>

                                                                               9


PAGE



TEMPLETON VIETNAM AND SOUTHEAST ASIA FUND, INC.
STATEMENT OF INVESTMENTS, MARCH 31, 2000 (CONT.)

<TABLE>
<CAPTION>

                                                                    COUNTRY           SHARES               VALUE

-------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                 <C>                 <C>
COMMON STOCKS (CONT.)

ELECTRONIC COMPONENTS & INSTRUMENTS 1.3%
*Advantech Co. Ltd..........................................         Taiwan              27,000         $   236,017
*China Aerospace International Holdings Ltd.................       Hong Kong            443,000             140,811
*Great Wall Technology Co. Ltd..............................         China               70,000              70,571
*Opto Technology Corp.......................................         Taiwan              19,000              35,902
*Via Technologies Inc.......................................         Taiwan              16,000             239,238
                                                                                                        -----------
                                                                                                            722,539

                                                                                                        -----------
ENERGY SOURCES .5%
*Electricity Generating Public Co. Ltd., fgn. ..............        Thailand             91,000             107,101
*Gas Authority Of India Ltd., GDR...........................         India                5,700              43,035
*PTT Exploration & Production Public Co. Ltd., fgn. ........        Thailand              3,200              16,504
SK Corp.....................................................      South Korea             3,650              84,212
                                                                                                        -----------
                                                                                                            250,852

                                                                                                        -----------
FINANCIAL SERVICES
*China Everbright Ltd.......................................         China               10,000               8,091
                                                                                                        -----------
FOOD & HOUSEHOLD PRODUCTS 4.6%
Charoen Pokphand Foods Public Co. Ltd., fgn. ...............        Thailand            362,054           1,378,889
*PT Indofoods Sukses Makmurr................................       Indonesia            449,000             341,050
Saha Pathanapibul Public Co. Ltd., fgn. ....................        Thailand             19,700              24,228
San Miguel Corp., B.........................................      Philippines           631,480             744,634
*Serm Suk Public Co. Ltd....................................        Thailand             14,500              41,801
                                                                                                        -----------
                                                                                                          2,530,602

                                                                                                        -----------
FOREST PRODUCTS & PAPER 2.0%
*Asia Pulp & Paper Co. Ltd., ADR............................       Indonesia             62,480             460,790
*PT Indah Kiat Pulp & Paper Corp............................       Indonesia            927,000             306,143
*PT Tjiwi Kimia.............................................       Indonesia          1,441,000             342,642
                                                                                                        -----------
                                                                                                          1,109,575

                                                                                                        -----------
LEISURE & TOURISM 1.0%
*Dusit Thani Public Company Ltd., fgn. .....................        Thailand            529,000             321,793
Genting Bhd. ...............................................        Malaysia             10,000              41,579
*Hong Kong & Shanghai Hotels Ltd. ..........................       Hong Kong             25,500              13,018
*Hotel Shilla Co............................................      South Korea             7,500              45,126
Resorts World Bhd. .........................................        Malaysia             36,500             121,026
Shangri-La Asia Ltd. .......................................       Hong Kong              6,000               6,742
                                                                                                        -----------
                                                                                                            549,284

                                                                                                        -----------
MACHINERY & ENGINEERING .4%
*Samsung Heavy Industries Co. Ltd...........................      South Korea            59,900             218,409
                                                                                                        -----------
</TABLE>

 10


PAGE



TEMPLETON VIETNAM AND SOUTHEAST ASIA FUND, INC.
STATEMENT OF INVESTMENTS, MARCH 31, 2000 (CONT.)

<TABLE>
<CAPTION>

                                                                    COUNTRY           SHARES               VALUE

-------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                 <C>                 <C>
COMMON STOCKS (CONT.)

MERCHANDISING 1.5%
Dairy Farm International Holdings Ltd. .....................       Hong Kong            573,000         $   366,720
Siam Makro Public Company Ltd., fgn. .......................        Thailand            377,000             482,592
                                                                                                        -----------
                                                                                                            849,312

                                                                                                        -----------
METALS & MINING 4.2%
Natsteel Ltd. ..............................................       Singapore            806,000           1,884,829
PT Timah TBK................................................       Indonesia            950,000             389,036
                                                                                                        -----------
                                                                                                          2,273,865

                                                                                                        -----------
MISC MATERIALS & COMMODITIES .4%
*Golden Agri-Resources Ltd..................................       Singapore            306,000              66,191
Golden Hope Plantations Bhd. ...............................        Malaysia            101,000              94,621
IOI Corp. Bhd. .............................................        Malaysia             56,000              40,674
                                                                                                        -----------
                                                                                                            201,486

                                                                                                        -----------
MULTI-INDUSTRY 13.8%
Cheung Kong Holdings Ltd....................................       Hong Kong             54,000             807,937
China Everbright Technology Ltd.............................       Hong Kong             64,000               8,384
China Resources Enterprises Ltd.............................         China              363,000             498,825
*China Travel International Investment Hong Kong Ltd........       Hong Kong              8,000               1,736
Citic Pacific Ltd...........................................       Hong Kong            566,000           3,430,964
Hutchison Whampoa Ltd.......................................       Hong Kong             87,000           1,569,832
Jardine Matheson Holdings Ltd...............................       Hong Kong            200,657             778,549
Jardine Strategic Holdings Ltd..............................       Hong Kong             76,500             156,060
Saha Union Public Co. Ltd., fgn. ...........................        Thailand            200,300              59,597
Sembcorp Industries Ltd. ...................................       Singapore             84,000              85,449
SIME Darby Bhd. ............................................        Malaysia             94,000             122,695
                                                                                                        -----------
                                                                                                          7,520,028

                                                                                                        -----------
REAL ESTATE .8%
*China Overseas Land & Investment Ltd.......................       Hong Kong            237,000              26,785
*Filinvest Development Corp. ...............................      Philippines           225,000               9,081
First Capital Corp. Ltd. ...................................       Singapore              6,000               5,121
Hang Lung Development Co. Ltd. .............................       Hong Kong             12,000               9,863
Henderson China Holdings Limited............................       Hong Kong             21,500              10,216
Hong Kong Land Holdings Ltd. ...............................       Hong Kong            119,000             165,410
*Land and House Public Co. Ltd., fgn. ......................        Thailand            340,800             196,043
MCL Land Ltd................................................       Singapore             12,000               7,366
                                                                                                        -----------
                                                                                                            429,885

                                                                                                        -----------
RECREATION & OTHER CONSUMER GOODS 2.7%
*PT Matahari Putra Prima TBK................................       Indonesia         11,075,500           1,499,655
                                                                                                        -----------
TELECOMMUNICATIONS 19.9%
Asia Satellite Telecommunications Hldgs. Ltd................       Hong Kong             94,000             368,201
BEC World Public Co Ltd., fgn...............................        Thailand              4,760              34,998
</TABLE>

                                                                              11


PAGE



TEMPLETON VIETNAM AND SOUTHEAST ASIA FUND, INC.
STATEMENT OF INVESTMENTS, MARCH 31, 2000 (CONT.)

<TABLE>
<CAPTION>

                                                                    COUNTRY           SHARES               VALUE
-------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                 <C>                 <C>
COMMON STOCKS (CONT.)

TELECOMMUNICATIONS (CONT.)
Cable & Wireless HKT Ltd. ..................................       Hong Kong            307,200         $   804,839
*China Telecom HK Ltd. .....................................         China              502,000           4,400,116
*Jasmine International Public Co. Ltd., fgn. ...............        Thailand          1,172,000             751,679
Philippine Long Distance Telephone Co., ADR.................      Philippines            15,920             349,245
PT Indosat..................................................       Indonesia            158,500             270,099
PT Telekomunikasi Indonesia (Persero), B....................       Indonesia          4,607,680           2,236,886
Singapore Telecommunications Ltd. ..........................       Singapore              4,000               5,706
Smartone Telecommunications Holdings Ltd. ..................       Hong Kong             19,500              71,248
*Telecomasia Corp. Public Co. Ltd., fgn. ...................        Thailand            406,800             672,441
Telekom Malaysia Bhd. ......................................        Malaysia             17,000              69,790
*Total Access Communication Public Co. Ltd. ................        Thailand            161,800             517,760
*United Communications Industries, fgn. ....................        Thailand            271,500             296,201
                                                                                                        -----------
                                                                                                         10,849,209

                                                                                                        -----------
TRANSPORTATION 1.6%
Keppel Corp., Ltd. .........................................       Singapore            246,600             579,557
*Thai Airways International Public Co. Ltd., fgn. ..........        Thailand            232,500             270,563
                                                                                                        -----------
                                                                                                            850,120

                                                                                                        -----------
UTILITIES ELECTRICAL & GAS 3.9%
Korea Electric Power Corp. .................................      South Korea            73,910           2,106,460
                                                                                                        -----------
TOTAL COMMON STOCKS (COST $36,663,660)......................                                             43,765,734
                                                                                                        -----------
PREFERRED STOCKS (COST $926,215) 1.2%
*Siam Commercial Bank, 5.25%, cvt. pfd., fgn. ..............        Thailand            841,000             672,845
                                                                                                        -----------
DIRECT EQUITY INVESTMENTS 12.4%
REAL ESTATE 7.1%
(R)+*Mayfair Hanoi, Ltd., 30% equity interest owned through
  HEA Holdings Ltd., a wholly owned investment acquired
  10/31/96..................................................        Vietnam                               3,850,925

LEISURE & TOURISM 5.3%
(R)+*Indotel Ltd., acquired 11/22/96........................        Vietnam             900,000           2,909,997
                                                                                                        -----------
TOTAL DIRECT EQUITY INVESTMENTS (COST $14,702,155)..........                                              6,760,922
                                                                                                        -----------
<CAPTION>

                                                                                     PRINCIPAL
                                                                                     AMOUNT**
                                                                                    -----------
<S>                                                             <C>                 <C>                 <C>
SHORT TERM INVESTMENTS (COST $873,011) 1.6%
U.S. Treasury Bills, 5.32% to 5.92% with maturities to

  6/29/00...................................................     United States      $   881,000             873,358
                                                                                                        -----------
TOTAL INVESTMENTS (COST $53,165,041) 95.5%..................                                             52,072,859
OTHER ASSETS, LESS LIABILITIES 4.5%.........................                                              2,435,033
                                                                                                        -----------
TOTAL NET ASSETS 100.0%.....................................                                            $54,507,892
                                                                                                        -----------
</TABLE>

*Non-income producing.
**Securities denominated in U.S. dollars.

+See note 6 regarding Holdings of 5% Voting Securities.  (R)See note 7 regarding
restricted securities.

                       See Notes to Financial Statements.

 12


PAGE




TEMPLETON VIETNAM AND SOUTHEAST ASIA FUND, INC.
Financial Statements

STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 2000

<TABLE>

<S>                                                             <C>
Assets:
 Investments in securities, at value (cost $53,165,041).....    $ 52,072,859
 Cash.......................................................       2,838,960
 Receivables:
  Investment securities sold................................          91,638
  Dividends and interest....................................         267,614
                                                                ------------
      Total assets..........................................      55,271,071
                                                                ------------
Liabilities:
 Payables:
  Investment securities purchased...........................         468,621
  To affiliates.............................................          63,747
 Accrued expenses...........................................         230,811
                                                                ------------
      Total liabilities.....................................         763,179
                                                                ------------
Net assets, at value........................................    $ 54,507,892
                                                                ============
Net assets consist of:
 Net unrealized depreciation................................    $ (1,092,182)
 Accumulated net realized loss..............................     (29,714,434)
 Capital shares.............................................      85,314,508
                                                                ------------
Net assets, at value........................................    $ 54,507,892
                                                                ============
Net asset value per share ($54,507,892 / 4,681,173 shares
  outstanding)..............................................          $11.64
                                                                ============
</TABLE>

                       See Notes to Financial Statements.

                                                                              13


PAGE




TEMPLETON VIETNAM AND SOUTHEAST ASIA FUND, INC.
Financial Statements (continued)

STATEMENT OF OPERATIONS
FOR THE YEAR ENDED MARCH 31, 2000

<TABLE>

<S>                                                             <C>            <C>
Investment Income:
 (net of foreign taxes of $99,575)
 Dividends..................................................    $   781,915
 Interest...................................................         65,665
                                                                -----------
      Total investment income...............................                   $   847,580
                                                                               -----------
Expenses:
 Management fees (Note 3)...................................        810,784
 Administrative fees (Note 3)...............................        115,560
 Transfer agent fees........................................         29,400
 Custodian fees.............................................         57,400
 Reports to shareholders....................................         59,900
 Registration and filing fees...............................         13,100
 Professional fees..........................................        150,900
 Directors' fees and expenses...............................          4,700
 Other......................................................          1,394
                                                                -----------
      Total expenses........................................                     1,243,138
      Expenses waived/paid by affiliate (Note 3)............                       (82,210)
                                                                               -----------
         Net expenses.......................................                     1,160,928
                                                                               -----------
            Net investment loss.............................                      (313,348)
                                                                               -----------
Realized and unrealized gains (losses): Net realized loss from:
  Investments (net of foreign taxes $60,257)................     (2,217,884)
  Foreign currency transactions.............................        (79,763)
                                                                -----------
      Net realized loss.....................................                    (2,297,647)
      Net unrealized appreciation on investments............                    16,504,326
                                                                               -----------
Net realized and unrealized gain............................                    14,206,679
                                                                               -----------
Net increase in net assets resulting from operations........                   $13,893,331
                                                                               ===========
</TABLE>

                       See Notes to Financial Statements.

 14


PAGE




TEMPLETON VIETNAM AND SOUTHEAST ASIA FUND, INC.
Financial Statements (continued)

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED MARCH 31, 2000 AND 1999

<TABLE>
<CAPTION>

                                                                   2000              1999
                                                                -----------------------------
<S>                                                             <C>               <C>
Increase (decrease) in net assets:
 Operations:
  Net investment loss.......................................    $  (313,348)      $  (387,118)
  Net realized loss from investments and foreign currency
   transactions.............................................     (2,297,647)       (7,229,019)
  Net unrealized appreciation on investments................     16,504,326         5,793,552
                                                                -----------------------------
    Net increase (decrease) in net assets resulting from
      operations............................................     13,893,331        (1,822,585)

Net assets:
 Beginning of year..........................................     40,614,561        42,437,146
                                                                -----------------------------
 End of year................................................    $54,507,892       $40,614,561
                                                                =============================

Accumulated net investment loss included in net assets:
 End of year................................................    $        --       $        --
                                                                =============================
</TABLE>

                       See Notes to Financial Statements.

                                                                              15


PAGE




TEMPLETON VIETNAM AND SOUTHEAST ASIA FUND, INC.
Notes to Financial Statements

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Templeton  Vietnam and Southeast Asia Fund, Inc. (the Fund) is registered  under
the Investment Company Act of 1940 as a closed-end,  non-diversified  investment
company. The Fund formerly sought long-term capital appreciation by investing in
the  equity  and  debt  securities  of  Vietnam  companies  and  Vietnam-related
companies,  as  defined  in the  Fund's  prospectus.  On  April  23,  1998,  the
shareholders  voted to modify the Fund's investment  policies to require,  under
normal  market  conditions,  that at least 65% of the Fund's  total assets to be
invested in equity and debt  securities of Region Company  Issuers and to change
the name of the Fund to  Templeton  Vietnam and  Southeast  Asia Fund,  Inc. The
following summarizes the Fund's significant accounting policies.

a. SECURITY VALUATION:

Securities  listed or traded on a  recognized  national  exchange  or NASDAQ are
valued at the latest  reported  sales  price.  Over-the-counter  securities  and
listed  securities  for which no sale is reported are valued within the range of
the latest quoted bid and asked prices.  Securities for which market  quotations
are not readily  available  are valued at fair value as determined by management
in accordance with procedures established by the Board of Directors.

b. FOREIGN CURRENCY TRANSLATION:

Portfolio  securities  and other assets and  liabilities  denominated in foreign
currencies are translated  into U.S.  dollars based on the exchange rate of such
currencies against U.S. dollars on the date of valuation. Purchases and sales of
securities  and income items  denominated  in foreign  currencies are translated
into U.S.  dollars at the exchange rate in effect on the transaction  date. When
the Fund purchases or sells foreign  securities it will customarily enter into a
foreign exchange  contract to minimize foreign exchange risk from the trade date
to the settlement date of such transactions.

The Fund does not  separately  report the effect of changes in foreign  exchange
rates  from  changes in market  prices on  securities  held.  Such  changes  are
included in net realized and unrealized gain or loss from investments.

Realized   foreign  exchange  gains  or  losses  arise  from  sales  of  foreign
currencies,  currency gains or losses realized  between the trade and settlement
dates on  securities  transactions,  and the  difference  between  the  recorded
amounts of  dividends,  interest,  and  foreign  withholding  taxes and the U.S.
dollar  equivalent  of the amounts  actually  received or paid.  Net  unrealized
foreign  exchange gains and losses arise from changes in foreign  exchange rates
on foreign currency denominated assets and liabilities other than investments in
securities held at the end of the reporting period.

Certain  countries in which the Fund invests  have imposed  restrictions  on the
repatriation of their  currencies.  Other  countries have previously  instituted
currency  exchange  controls in the past during periods of serious  imbalance in
their balance of payments or upon the occurrence of other destabilizing  events.
Exchange  control  regulations  may  restrict  the  Fund's  ability  to  convert
investment income,  capital, or the proceeds of securities into U.S. dollars. As
of  March  31,  2000,  the Fund has  investments  with a value of  approximately
$500,000 in countries with  restrictions on the repatriation of their currencies
or formal exchange controls currently in place.

 16


PAGE



TEMPLETON VIETNAM AND SOUTHEAST ASIA FUND, INC.
Notes to Financial Statements (continued)

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONT.)
c. SECURITY TRANSACTIONS, INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS:

Security transactions are accounted for on trade date. Realized gains and losses
on security  transactions  are  determined on a specific  identification  basis.
Certain  income from foreign  securities is recorded as soon as  information  is
available to the Fund. Interest income and estimated expenses are accrued daily.
Dividend  income  and   distributions   to  shareholders  are  recorded  on  the
ex-dividend date.

d. ACCOUNTING ESTIMATES:

The preparation of financial  statements in accordance  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  at the date of the
financial  statements and the amounts of income and expense during the reporting
period. Actual results could differ from those estimates.

2. CAPITAL STOCK

At March 31, 2000, there were 100,000,000  shares  authorized ($0.01 par value).
During the years ended March 31,  2000 and March 31,  1999,  there were no share
transactions; all reinvested distributions were satisfied with previously issued
shares purchased in the open market.

3. TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

Certain  officers of the Fund are also directors or officers of Templeton  Asset
Management Ltd. (TAML) and Franklin Templeton Services, Inc. (FT Services),  the
Fund's investment manager and administrative manager, respectively.

The  Fund  pays an  investment  management  fee to TAML of 1.5%  per year of the
average weekly net assets of the Fund. From its investment  management fee, TAML
pays a shareholder  servicing agent fee to Paine Webber of 0.10% per year of the
average   weekly  net  assets  of  the  Fund.  The  Fund  pays  FT  Services  an
administrative fee of 0.15% per year of the Fund's average weekly net assets.

Effective August 1, 1998, TAML agreed to reduce its investment management fee to
an annual rate of 1.35% of the Fund's average weekly net assets, as reflected in
the Statement of Operations.  This fee waiver may be terminated at any time upon
notice to the Fund's Board of Directors.

Three  individuals  have  brought an action  against  the Fund,  its  investment
manager  and certain of the Fund's  officers,  directors  and other  affiliates,
seeking to recover damages in connection with the Fund's tender offer on January
20, 1998 and certain  investments of the Fund. The Fund, its investment  manager
and its  affiliates  strongly  believe that the claims made in these actions are
without merit and intend to vigorously defend against these actions.

                                                                              17


PAGE



TEMPLETON VIETNAM AND SOUTHEAST ASIA FUND, INC.
Notes to Financial Statements (continued)

4. INCOME TAXES

No  provision  has been made for income  taxes  because the Fund's  policy is to
qualify as a regulated investment company under the Internal Revenue Code and to
distribute all of its taxable income.

At  March  31,  2000,  the net  unrealized  depreciation  based  on the  cost of
investments for income tax purposes of $56,136,729 was as follows:

<TABLE>

<S>                                                           <C>
Unrealized appreciation.....................................  $ 11,451,281
Unrealized depreciation.....................................   (15,515,151)

                                                              ------------
Net unrealized depreciation.................................  $ (4,063,870)
                                                              ============
</TABLE>

At March 31,  2000 the Fund had tax basis  capital  losses  which may be carried
over to offset future capital gains. Such losses expire as follows:

<TABLE>

<S>                                                           <C>
Capital loss carryovers expiring in:
2006........................................................  $   501,487
2007........................................................   19,331,627
2008........................................................    5,602,511
                                                              -----------
                                                              $25,435,625

                                                              ===========
</TABLE>

Net realized  capital  gains  differ for  financial  statement  and tax purposes
primarily  due to  differing  tax  treatments  of wash  sales,  passive  foreign
investment companies,  and losses realized subsequent to October 31 on the sales
of securities and foreign currencies.

At March 31, 2000, the Fund has deferred  capital and currency losses  occurring
subsequent to October 31, 1999 of $1,307,121. For tax purposes, such losses will
be reflected in the year ending March 31, 2001.

5. INVESTMENT TRANSACTIONS

Purchases and sales of securities (excluding short-term securities) for the year
ended March 31, 2000 aggregated $35,835,113 and $38,559,085, respectively.

6. HOLDING OF 5% VOTING SECURITIES OF PORTFOLIO COMPANIES

The Investment Company Act of 1940 defines  "affiliated  persons" to include any
person,  such as the  Fund,  that  owns 5% or  more  of the  outstanding  voting
securities of another person.  As of March 31, 2000, the fund had investments in
"affiliated persons" valued at $6,760,922.

 18


PAGE



TEMPLETON VIETNAM AND SOUTHEAST ASIA FUND, INC.
Notes to Financial Statements (continued)

6. HOLDING OF 5% VOTING SECURITIES OF PORTFOLIO COMPANIES (CONT.)
<TABLE>
<CAPTION>

                                  NUMBER OF                                 NUMBER OF
                                 SHARES HELD       GROSS       GROSS       SHARES HELD         VALUE        DIVIDEND INCOME
       NAME OF ISSUER          MARCH 31, 1999    ADDITIONS   REDUCTIONS   MARCH 31, 2000   MARCH 31, 2000   4/01/99-3/31/00
---------------------------------------------------------------------------------------------------------------------------
<S>                            <C>               <C>         <C>          <C>              <C>              <C>
Mayfair Hanoi Ltd., 30%
 equity interest owned

 through HEA Holdings Ltd....           --             --          --             --         $3,850,925              --
Indotel Ltd..................      900,000             --          --        900,000          2,909,997              --
                                                                                           --------------------------------
TOTAL AFFILIATES.............                                                                $6,760,922        $     --
                                                                                           ================================

<CAPTION>

                                 REALIZED
                                  CAPITAL
       NAME OF ISSUER          GAIN/(LOSSES)
------------------------------------------------
<S>                            <C>
Mayfair Hanoi Ltd., 30%
 equity interest owned
 through HEA Holdings Ltd....          --
Indotel Ltd..................          --
                               -------------
TOTAL AFFILIATES.............    $     --
                               =============
</TABLE>

7. DIRECT INVESTMENTS IN VIETNAM VENTURES

The Fund may, to the extent consistent with its investment policies invest up to
65% of its total net  assets in direct  equity  investments.  These  investments
typically  take the  form of a  business  corporation  contract,  joint  venture
company  established in Vietnam or a wholly owned foreign company established in
Vietnam.  Since these securities are not publicly traded,  and may be restricted
as to resale,  they are less liquid than  securities  traded in active  markets.
Direct  investments  in Vietnam  ventures  include  certain  risks not typically
associated with investing in countries with developed  securities markets,  such
as  political,  economic,  and legal  uncertainties.  Readily  available  market
quotations  cannot be  obtained  for these  securities.  The fair value of these
securities  is  estimated by  Management  using  methods  approved by the Board.
However,  because of the inherent  uncertainty  of  valuation,  those  estimated
values may differ  significantly from the values that would have been used had a
ready market for the securities existed,  and the differences could be material.
The total  value of  direct  equity  investments  was  $6,760,922  (12.4% of net
assets) at March 31, 2000.

                                                                              19


PAGE




TEMPLETON VIETNAM AND SOUTHEAST ASIA FUND, INC.
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Shareholders of
Templeton Vietnam and Southeast Asia Fund, Inc.

In our opinion, the accompanying statement of assets and liabilities,  including
the statement of  investments,  and the related  statements of operations and of
changes  in net assets  and the  financial  highlights  present  fairly,  in all
material  respects,  the financial  position of Templeton  Vietnam and Southeast
Asia Fund,  Inc.  at March 31,  2000,  and the  results of its  operations,  the
changes in its net assets and the financial  highlights for the year then ended,
in  conformity  with  accounting  principles  generally  accepted  in the United
States. These financial statements and financial highlights  (hereafter referred
to as "financial  statements") are the  responsibility of the Fund's management;
our responsibility is to express an opinion on these financial  statements based
on our audit. We conducted our audit of these financial statements in accordance
with auditing  standards  generally  accepted in the United States which require
that we plan and perform the audit to obtain reasonable  assurance about whether
the financial  statements are free of material  misstatement.  An audit includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe that our audit, which included confirmation
of  securities  at March  31,  2000 by  correspondence  with the  custodian  and
brokers,  provides a  reasonable  basis for the  opinion  expressed  above.  The
financial  statements for the year ended March 31, 1999, including the financial
highlights  for each of the four years in the period then ended were  audited by
other  independent  accountants  whose report dated April 30, 1999  expressed an
unqualified opinion on those financial statements.

PricewaterhouseCoopers LLP

Ft. Lauderdale, Florida
April 28, 2000

 20


PAGE




TEMPLETON VIETNAM AND SOUTHEAST ASIA FUND, INC.
Annual Meeting of Shareholders, December 14, 1999

An Annual Meeting of  Shareholders  of the Fund was held at the Fund's  offices,
500 E. Broward Blvd., Ft. Lauderdale, Florida, on December 14, 1999. The purpose
of the meeting was to elect three Directors of the Fund; to ratify the selection
of PricewaterhouseCoopers LLP, as the Fund's independent auditors for the fiscal
year  ending  March  31,  2000;  and  in  their  discretion,  to  authorize  the
proxyholders  to vote upon such other  matters that may properly come before the
meeting or any adjournment of the meeting. At the meeting, the following persons
were elected by the  shareholders  to serve as Directors of the Fund:  Martin L.
Flanagan,  Andrew H. Hines, Jr. and Charles B. Johnson.*  Shareholders  ratified
the selection of PricewaterhouseCoopers  LLP, to serve as the Fund's independent
auditors  for the fiscal year  ending  March 31,  2000.  No other  business  was
transacted at the meeting.

The results of the voting at the Annual Meeting are as follows:

1. The election of three (3) Directors:

<TABLE>
<CAPTION>

                                                                                % OF                           % OF
                                                                             OUTSTANDING                    OUTSTANDING
TERM EXPIRING 2002:                                              FOR           SHARES         WITHHELD        SHARES
-----------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>            <C>              <C>           <C>
Martin L. Flanagan..........................................  2,607,666        55.71%         343,504          7.34%
Andrew H. Hines, Jr. .......................................  2,606,600        55.68%         344,570          7.36%
Charles B. Johnson..........................................  2,615,063        55.86%         336,107          7.18%
</TABLE>

2.  The  ratification  of  the  selection  of  PricewaterhouseCoopers   LLP,  as
independent auditors of the Fund for the fiscal year ending March 31, 2000:

<TABLE>
<CAPTION>

              % OF                    % OF                    % OF                      % OF
           OUTSTANDING             OUTSTANDING             OUTSTANDING    BROKER     OUTSTANDING
   FOR       SHARES      AGAINST     SHARES      ABSTAIN     SHARES      NON-VOTES     SHARES
------------------------------------------------------------------------------------------------
<S>        <C>           <C>       <C>           <C>       <C>           <C>         <C>
2,910,719    62.18%      20,152       0.43%      20,299       0.43%         --           --

</TABLE>

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

<TABLE>
<CAPTION>

                                                                                % OF           % OF
                                                               NO. OF        OUTSTANDING      SHARES
                                                               SHARES          SHARES          VOTED
                                                              ---------------------------------------
<S>                                                           <C>            <C>              <C>
For.........................................................  2,476,332        52.90%          83.91%
Against.....................................................    435,906         9.31%          14.77%
Abstain.....................................................     38,932         0.83%           1.32%
Broker Non-Votes............................................         --            --              --
                                                              ---------        ------         -------
TOTAL.......................................................  2,951,170        63.04%         100.00%
</TABLE>

*Harris J. Ashton, Nicholas F. Brady, Harmon E. Burns, S. Joseph Fortunato, John
Wm. Galbraith, Edith E. Holiday, Betty P. Krahmer, Gordon S. Macklin and Fred R.
Millsaps are Directors of the Fund who are currently serving and whose terms of
office continued after the Annual Meeting of Shareholders.

                                                                              21


PAGE




TEMPLETON VIETNAM AND SOUTHEAST ASIA FUND, INC.
Dividend Reinvestment and Cash Purchase Plan

The Fund offers a Dividend Reinvestment and Cash Purchase Plan (the "Plan") with
the following features:

If shares of the Fund are held in the  shareholder's  name, the shareholder will
automatically be a participant in the Plan unless he elects to withdraw.  If the
shares are registered in the name of a broker-dealer  or other nominee (i.e., in
"street name"),  the  broker-dealer  or nominee will elect to participate in the
Plan  on  the  shareholder's  behalf  unless  the  shareholder   instructs  them
otherwise,   or  unless  the  reinvestment   service  is  not  provided  by  the
broker-dealer or nominee.

Participants should contact ChaseMellon Shareholder Services, Investor Services,
P.O. Box 3338, South Hackensack, NJ 07606-1938, to receive the Plan brochure.

To receive  dividends or  distributions  in cash,  the  shareholder  must notify
Mellon  Securities  Trust  Company (the Plan Agent) at the address  above or the
institution  in whose  name the shares  are held.  The Plan  Agent must  receive
written  notice  within  10  business  days  before  the  record  date  for  the
distribution.

Whenever the Fund declares dividends in either cash or common stock of the Fund,
if the market  price is equal to or  exceeds  net asset  value at the  valuation
date, the  participant  will receive the dividends  entirely in stock at a price
equal to the net asset value,  but not less than 95% of the then current  market
price of the  Fund's  shares.  If the  market  price is lower than the net asset
value or if dividends  and/or  capital gains  distributions  are payable only in
cash,  the  participant  will  receive  shares  purchased  on the New York Stock
Exchange or otherwise on the open market.

A  participant  has the option of  submitting  additional  payments  to the Plan
Agent, in any amounts of at least $100, up to a maximum of $5,000 per month, for
the purchase of Fund shares for his or her account. These payments shall be made
by check or money  order  payable to "Mellon  Securities  Trust Co." and sent to
ChaseMellon   Shareholder   Services,   Investor  Services,   P.O.  Box  382009,
Pittsburgh, PA 15250-8009, Attn: Templeton Vietnam and Southeast Asia Fund, Inc.
The Plan Agent shall apply such payments (less a $5.00 service charge and less a
pro rata share of trading fees) to purchases of Fund shares on the open market.

The automatic  reinvestment  of dividends  and/or capital gains does not relieve
the  participant  of  any  income  tax  that  may be  payable  on  dividends  or
distributions.

The  participant  may  withdraw  from the Plan  without  penalty  at any time by
written  notice to the Plan  Agent  sent to  ChaseMellon  Shareholder  Services,
Investor  Services,  P.O.  Box  3338,  South  Hackensack,  NJ  07606-1938.  Upon
withdrawal,  the participant will receive,  without charge,  stock  certificates
issued in the participant's name for all full shares held by the Plan Agent; or,
if the participant wishes, the Plan Agent will sell the participant's shares and
send the proceeds, less a service charge of $5.00 and less trading fees.

Whenever shares are purchased on the New York Stock Exchange or otherwise on the
open  market,  each  participant  will pay a pro rata  portion of trading  fees.
Trading fees will be deducted from amounts to be invested.

 22


PAGE




TEMPLETON VIETNAM AND SOUTHEAST ASIA FUND, INC.

TRANSFER AGENT

ChaseMellon Shareholder Services, L.L.C.
85 Challenger Road
Overpeck Centre
Ridgefield Park, NJ 07660
1-800/416-5585
www.chasemellon.com

SHAREHOLDER INFORMATION

Shares of Templeton  Vietnam and Southeast  Asia Fund,  Inc. are traded daily on
the New York Stock  Exchange under the symbol "TVF."  Information  about the net
asset  value and the market  price is  published  each Monday in The Wall Street
Journal,  weekly in Barron's  and each  Saturday in The New York Times and other
newspapers.  Daily market  prices for the Fund's shares are published in the New
York Stock Exchange Composite Transactions section of newspapers.

For  current  information  about  dividends  and  shareholder   accounts,   call
1-800-416-5585.

The  daily  closing  net  asset  value as of the  previous  business  day may be
obtained when available by calling Franklin  Templeton Fund Information  after 7
a.m. pacific time any business day at 1-800-DIAL  BEN(R)  (1-800-342-5236).  The
Fund's net asset value and dividends are also listed on the NASDAQ Stock Market,
Inc.'s Mutual Fund Quotation Service ("NASDAQ MFQS").

Shareholders not receiving  copies of the Reports to Shareholders  because their
shares are  registered  in the name of a broker or a custodian  can request that
they be added to the Fund's  mailing  list,  by writing  Templeton  Vietnam  and
Southeast Asia Fund, Inc., 100 Fountain Parkway, P.O. Box 33030, St. Petersburg,
FL 33733-8030.

                                                                              23


PAGE



[Franklin Templeton Logo]

Templeton Vietnam and Southeast Asia Fund, Inc.
100 Fountain Parkway, P.O. Box 33030
St. Petersburg, FL 33733-8030

ANNUAL REPORT

TEMPLETON VIETNAM
AND SOUTHEAST ASIA FUND, INC.

AUDITORS
PricewaterhouseCoopers LLP
333 Market Street
San Francisco, California 94105

TRANSFER AGENT
ChaseMellon Shareholder Services, L.L.C.
85 Challenger Road
Overpeck Centre
Ridgefield Park, New Jersey 07660
1-800/416-5585
www.chasemellon.com

FUND INFORMATION
1-800/342-5236

Investors should be aware that the value of investments made for the Fund may go
down as well as up. Like any investment in  securities,  the value of the Fund's
portfolio will be subject to the risk of loss from market,  currency,  economic,
political,  and other factors. The Fund and its investors are not protected from
such losses by the Investment  Manager.  Therefore,  investors who cannot accept
the risk of such losses should not invest in shares of the Fund.

To ensure the highest quality of service, telephone calls to or from our service
departments  may  be  monitored,  recorded  and  accessed.  These  calls  can be
determined by the presence of a regular beeping tone.

TLTVF A00 05/00


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission