Edgar Filing: TEMPLETON EMERGING MARKETS FUND INC

Annual
Report

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AUGUST 31, 2002

TEMPLETON EMERGING
MARKETS FUND, INC.

[LOGO OMITTED]
FRANKLIN[R] TEMPLETON[R]
INVESTMENTS

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MARK MOBIUS
PRESIDENT
TEMPLETON EMERGING
MARKETS 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.

CONTENTS

Shareholder Letter ......... 1

Performance Summary ........ 8

Important Notice
to Shareholders ............ 9

Financial Highlights &
Statement of Investments ... 10

Financial Statements ....... 17

Notes to
Financial Statements ....... 20

Independent
Auditors' Report ........... 23

Tax Designation ............ 24

Board Members
and Officers ............... 30

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FUND CATEGORY
Global
Growth
Growth & Income
Income
Tax-Free Income

SHAREHOLDER LETTER

--------------------------------------------------------------------------------
YOUR FUND'S GOAL: TEMPLETON EMERGING MARKETS FUND SEEKS LONG-TERM CAPITAL
APPRECIATION BY INVESTING, UNDER NORMAL MARKET CONDITIONS, AT LEAST 80% OF ITS
NET ASSETS IN EMERGING COUNTRY EQUITY SECURITIES.
--------------------------------------------------------------------------------

Dear Shareholder:

This annual report for Templeton Emerging Markets Fund covers the fiscal year
ended August 31, 2002. During the year under review, Asian economies such as
South Korea and China continued to record higher growth rates than most other
countries, which appeared to attract investors. China's commitment toward
liberalizing its economy contributed to a 22% jump in foreign direct investment
versus a year earlier, to US$29.5 billion in the first seven months of 2002.(1)
We believe China's accession into the World Trade Organization (WTO) and its
robust economy should continue to attract investment. As more and more developed
market companies strived to cut costs, Taiwanese companies benefited from the
outsourcing trend as well as from developments in China where an increasing
number of Taiwanese companies moved their production bases. Faster-than-expected
economic growth and other favorable macroeconomic indicators helped make South
Korea an attractive investment location. South Korea's central bank also
increased its gross

1. Source: South China Morning Post.

The dollar value, number of shares or principal amount, and complete legal
titles of all portfolio holdings are listed in the Fund's Statement of
Investments (SOI). The SOI begins on page 11.

domestic product growth forecast to an annualized 6.5%, mainly due to an
expected increase in exports and investment.(1) Expressing confidence in South
Korea's recovery and economic policies, Moody's Investors Service raised the
country's sovereign rating two notches to A3.(2)

Latin American countries struggled during the past 12 months. In Argentina, debt
defaults, record-high unemployment and a devalued currency contributed to the
country's fourth consecutive year of recession. A change of government and
support from the International Monetary Fund (IMF) in the form of payment delays
began to bear some fruit. A study undertaken by the Bank of the Province of
Buenos Aires reported that banks actually experienced net deposits of US$58.3
million in the three-week period between July 14 and August 6, after months of
withdrawals. Elsewhere in the region, contagion from Argentina, political
uncertainty as a result of upcoming presidential elections in October 2002 and a
currency devaluation led to significant volatility in Brazil's financial
markets. While investor sentiment toward Latin America as a region was negative
during the period, economic growth improved to some extent and inflation was
relatively low.

Aimed at improving minority shareholder rights protection, Mexico revealed a new
takeover code. The new rules are expected to give all shareholders equal rights
compared with the past when rules worked in favor of majority shareholders.
Further boosting investor confidence, international ratings agency Standard &
Poor's upgraded the country's sovereign debt to investment grade. We believe
that over the long term, Mexico's proximity to the U.S. and the North American
Free Trade Agreement could enable it to benefit from any U.S.

2. Source: AFX News Limited.

GEOGRAPHIC DISTRIBUTION
BASED ON TOTAL NET ASSETS
8/31/02

[PIE CHART OMITTED]

ASIA 56.1%
MID-EAST/AFRICA 16.9%
EUROPE 11.5%
LATIN AMERICA 11.3%
SHORT-TERM INVESTMENTS &
OTHER NET ASSETS 4.2%

economic recovery, and in our opinion Mexico's strengthening economy could
continue to attract investors wishing to maintain exposure to the emerging
markets asset class.

Elsewhere, we believe continued support in the form of additional loans from the
IMF and the World Bank could allow Turkey to work toward the implementation of
key reforms. In our opinion, Turkey's increasing global importance could provide
it with the much-needed support to pull itself out of an economic crisis. As a
result of resignations from Turkey's ruling government, coalition leaders agreed
to hold early elections in November 2002. We believe the election of a new
government could help reduce some of the political uncertainty that plagued the
country in the recent past.

In South Africa, the government's inquiry into the rapid devaluation of the rand
in the last quarter of 2001 concluded with no significant explanations. Higher
commodity prices and some weakness in the U.S. dollar allowed the currency to
rebound from its low earlier this year. According to recent purchasing parity
studies, the rand was still significantly undervalued. After a 12-month delay,
South Africa invited foreign investors to bid for 51% of a second fixed-line
telephone license. Moreover, the government sold its 20% stake in MCell for
US$475 million. These acts continued to signal the nation's commitment to
privatization.

Within this environment, the Morgan Stanley Capital International (MSCI)
Emerging Markets Free Index returned 2.47% in U.S. dollar terms for the year
ended August 31, 2002.(3) During the same time, Templeton Emerging Markets Fund
posted a -2.82% cumulative total return in market-price

3. Source: Standard & Poor's Micropal. The unmanaged MSCI Emerging Markets Free
Index is market capitalization-weighted and measures the total returns of equity
securities available to foreign (non-local) investors in emerging markets
globally. One cannot invest directly in an index, nor is an index representative
of the Fund's portfolio.

TOP 10 COUNTRIES
Based on Equity Investments
8/31/02

% OF TOTAL
NET ASSETS
-----------------------------
South Africa 15.8%
South Korea 15.3%
Hong Kong 7.7%
Mexico 5.9%
Taiwan 5.0%
China 4.9%
Brazil 4.7%
Turkey 4.7%
Indonesia 4.5%
Thailand 4.3%

terms and +0.29% return in net asset value terms, as shown in the Performance
Summary on page 8. We attribute the Fund's performance largely to our
fundamental investment approach, focusing on companies and not on top-down
analyses of economies or sectors.

During the 12-month reporting period, we increased our exposure to Asia,
particularly South Korea and Taiwan. In South Korea, we increased the Fund's
exposure to the telecommunications and utilities sectors by purchasing shares in
SK Telecom because we considered the company's valuations attractive, and added
KT Corp. due, in part, to its near monopoly position and strong cash flows. We
also increased our holdings in Korea Electric Power Corp. as we believe
privatization plans could unlock value and create investor interest. We also
made two new purchases in the South Korean banking and finance sectors,
including Kookmin Credit Card and Cho Hung Bank, due largely to their appealing
valuations and strong market positions. In Taiwan, we increased our positions in
existing holdings such as Yageo Corp. and Ritek Corp. due largely to their
strong market positions and future growth potential. We also saw value in
Taiwan's banking and finance sectors and added International Commercial Bank of
China and Sinopac Holdings to the portfolio.

The Fund's exposure to India also increased during the period. Key purchases
included ITC Ltd. and Satyam Computers Ltd. We favor ITC largely due to its
near-monopoly position and strong brand names. In our view, Satyam's
attractiveness stems from its healthy relationships with large multinational
organizations, as well as its competitive advantage and favorable software
industry regulations. We increased our holdings in China Red Chip (Hong
Kong-registered firms with significant exposure to China) companies, as we
believe that many of these companies are well-positioned to benefit from China's
accession

into the WTO, strong domestic growth, low-cost manufacturing ability and cheap
resources.

Our exit from markets such as Estonia, Finland, Slovak Republic, Colombia and
Chile allowed us to increase our exposure to Asia. As of period-end, 56.1% of
the Fund's total net assets were in Asia compared with 35.2% a year earlier. The
Fund's exposure to Mexico fell as we locked in profits from the strong market
performance of Cemex, the world's third-largest cement company. We also took
profits on selective shares in Thailand. In addition, we reduced our exposure to
the Czech Republic through the sale of CEZ due to an anticipated deterioration
of margins that might result from the country's liberalization of the
electricity market. Exposure to Poland also fell with the sale of
Telekomunikacja Polska due, in part, to our concerns over debt financing.

During the year under review, we increased our investment in selective holdings
in South Africa. These investments included Anglo American, due to its dominant
market position, sound balance sheet and positive cash flows, and Old Mutual
because of its international exposure and our assessment of its excellent
management team and solid track record. Following market corrections resulting
from political instability and currency devaluation, we were able to invest in
Brazil at what we considered attractive valuations.

As of August 31, 2002, our top three sectors were banks, diversified financials
and integrated oil and gas. With regard to the top 10 holdings, South Korea's
Korea Electric Power Corp., Turkey's Akbank, Thailand's Siam Cement, Hong Kong's
Citic Pacific and Russia's Lukoil replaced Mexico's Cemex and Telmex, South
Africa's Remgro and Barloworld, Hong Kong's Cheung Kong Holdings and Brazil's
Banco Bradesco.

TOP 10 EQUITY HOLDINGS
8/31/02

COMPANY
SECTOR/INDUSTRY, % OF TOTAL
COUNTRY NET ASSETS
----------------------------------
SABMiller PLC 2.9%
BEVERAGES, SOUTH AFRICA

PT Telekomunikasi
Indonesia TBK, B 2.5%
DIVERSIFIED TELECOMMUNICATION
SERVICES, INDONESIA

Kimberly Clark de
Mexico SA de CV, A 2.0%
HOUSEHOLD PRODUCTS, MEXICO

Anglo American PLC 2.0%
METALS & MINING,
SOUTH AFRICA

Korea Electric Power Corp. 1.9%
ELECTRIC UTILITIES, SOUTH KOREA

Samsung Electronics Co. Ltd. 1.9%
SEMICONDUCTOR EQUIPMENT &
PRODUCTS, SOUTH KOREA

Akbank 1.8%
BANKS, TURKEY

Siam Cement Public Co.
Ltd., ord. & fgn. 1.8%
CONSTRUCTION MATERIALS,
THAILAND

Citic Pacific Ltd. 1.7%
INDUSTRIAL CONGLOMERATES,
HONG KONG

Lukoil Holdings, ADR 1.6%
OIL & GAS, RUSSIA

Despite the recent volatility, we are still optimistic about the potential of
emerging markets over the long term because they have been driven down to very
low price-to-earnings and price-to-book ratios relative to the U.S. markets. It
appears that value investors may have begun to realize this. Recent allegations
of accounting irregularities demonstrated that developed markets are not
necessarily safer than emerging markets. As a result, investors seem to have
begun reevaluating their portfolios and developing more open minds toward
investing in emerging markets. Over the long term, we expect emerging markets to
improve economic performances if they continue to reform and liberalize their
economies.

It is important to note that investing in foreign securities involves special
risks, such as adverse economic, social and political developments in the
countries where the Fund invests, as well as market and currency volatility.
Emerging markets securities involve heightened risks related to the same
factors, in addition to those associated with their relatively small size and
lesser liquidity. Investing in any emerging market means accepting a certain
amount of volatility and, in some cases, the consequences of severe market
corrections. For example, the MSCI Hong Kong Index has increased 337% in the
past 15 years, but has suffered seven quarterly declines of more than 15% each
during that time.(4) While short-term volatility can be disconcerting, declines
in excess of 50% are not unusual in emerging markets.

4. Source: Standard & Poor's Micropal. Based on quarterly percentage total
return change over 15 years ended 6/30/02. Market return is measured in U.S.
dollars and includes reinvested dividends. The MSCI Hong Kong Index is market
capitalization-weighted and measures the total returns of equity securities in
Hong Kong.

Thank you for your continued participation in Templeton Emerging Markets Fund.
We welcome your comments and suggestions.

Sincerely,

/s/MARK MOBIUS

Mark Mobius
President
Templeton Emerging Markets Fund, Inc.

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This discussion reflects our views, opinions and portfolio holdings as of August
31, 2002, 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.
--------------------------------------------------------------------------------

PERFORMANCE SUMMARY AS OF 8/31/02

DISTRIBUTIONS AND RETURNS 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. 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. THE
PERFORMANCE TABLE DOES NOT REFLECT THE DEDUCTION OF TAXES THAT A
SHAREHOLDER WOULD PAY ON FUND DISTRIBUTIONS OR THE SALE OF FUND SHARES.

PRICE AND DISTRIBUTION INFORMATION
CHANGE 8/31/02 8/31/01
----------------------------------------------------------------------
Net Asset Value (NAV) -$0.10 $8.76 $8.86
Market Price (NYSE) -$0.35 $8.00 $8.35
DISTRIBUTIONS (9/1/01-8/31/02)
Dividend Income $0.1073

PERFORMANCE
1-YEAR 5-YEAR 10-YEAR
----------------------------------------------------------------------
Cumulative Total Return(1)
Based on change in net asset value +0.29% -22.81% +78.84%

Based on change in market price -2.82% -36.99% +39.50%

Average Annual Total Return(1)
Based on change in net asset value +0.29% -5.05% +5.99%

Based on change in market price -2.82% -8.83% +3.39%

1. Total return calculations represent the cumulative and average annual changes
in value of an investment over the periods indicated.

--------------------------------------------------------------------------------
Ongoing stock market volatility can dramatically change the Fund's short-term
performance; current results may differ. 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. You may have a gain or loss when you
sell your shares.
--------------------------------------------------------------------------------

For updated performance figures, please call Franklin Templeton Investments at
1-800/342-5236.

Past performance does not guarantee future results.

IMPORTANT NOTICE TO SHAREHOLDERS

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CHANGE TO NON-FUNDAMENTAL INVESTMENT POLICY. In May 2002, the Fund's Board of
Directors approved the elimination of the Fund's non-fundamental operating
policy limiting the Fund's investment in Russian securities to no more than 5%
of the Fund's total assets. The Board's recent action provides the Fund's
investment manager with the ability to take advantage of additional attractive
investment opportunities in Russia. The Fund's goal of seeking long-term capital
appreciation by investing primarily in emerging country equity securities, as
well as its other investment policies, restrictions and diversification
requirements, remains the same.

NAMES RULE. The U.S. Securities and Exchange Commission adopted new Rule 35d-1
under the Investment Company Act of 1940, as amended (the "Names Rule"),
requiring a fund with a name suggesting a focus in a particular type of
investment, in a particular industry, or in a particular geographic region, to
invest, under normal circumstances, at least 80% of its net assets, plus the
amount of any borrowings for investment purposes, in the type of investment,
industry or geographic region suggested by its name.

Consistent with the Names Rule, the Fund's Board of Directors adopted a
non-fundamental investment policy to invest, under normal circumstances, at
least 80% of the Fund's net assets in "emerging country equity securities." In
accordance with the Names Rule, the Fund has also adopted a non-fundamental
policy to provide shareholders with 60 days' advance notice of any change to the
foregoing 80% investment policy. The Fund's current non-fundamental investment
policy is to invest at least 75% of its total assets in "emerging country equity
securities."

SHARE REPURCHASE PROGRAM. On November 28, 2000, the Board of Directors of the
Fund authorized management to implement an open-market share repurchase program
pursuant to which the Fund may purchase, from time to time, shares of the Fund's
common stock in open-market transactions, at the discretion of management. This
authorization remains in effect.
--------------------------------------------------------------------------------

TEMPLETON EMERGING MARKETS FUND, INC.
Financial Highlights

YEAR ENDED AUGUST 31,
--------------------------------------------------
2002 2001 2000 1999 1998
--------------------------------------------------
PER SHARE OPERATING PERFORMANCE+
(for a share outstanding throughout the year)

Net asset value, beginning of year ..................... $8.86 $11.44 $11.60 $10.85 $20.67
--------------------------------------------------
Income from investment operations:
Net investment income ................................. .15 .12 .13 .13 .26
Net realized and unrealized gains (losses) ............ (.14) (2.60) (.16) 5.17 (7.64)
--------------------------------------------------
Total from investment operations ....................... .01 (2.48) (.03) 5.30 (7.38)
--------------------------------------------------
Less distributions from:
Net investment income ................................. (.11) (.10) (.10) (.29) (.26)
Net realized gains .................................... -- -- (.03) (4.26) (2.18)
--------------------------------------------------
Total distributions .................................... (.11) (.10) (.13) (4.55) (2.44)
--------------------------------------------------
Net asset value, end of year ........................... $8.76 $8.86 $11.44 $11.60 $10.85
==================================================
Market value, end of year(a) ........................... $8.0000 $8.3500 $9.3125 $12.2500 $9.1875
==================================================
Total return (based on market value per share) ......... (2.82)% (9.17)% (23.10)% 99.91% (54.35)%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's) ........................ $154,640 $156,378 $201,965 $204,804 $182,352
Ratios to average net assets:
Expenses .............................................. 1.64% 1.67% 1.68% 1.63% 1.70%
Net investment income ................................. 1.67% 1.28% 1.09% 1.18% 1.58%
Portfolio turnover rate ................................ 65.13% 63.64% 81.66% 45.00% 40.51%

+ Based on average weighted shares outstanding effective year ended August 31,
1999.

a Based on the last sale on the New York Stock Exchange.

See notes to financial statements.

TEMPLETON EMERGING MARKETS FUND, INC.
STATEMENT OF INVESTMENTS, AUGUST 31, 2002

INDUSTRY SHARES VALUE
---------------------------------------------------------------------------------------------------------------------
COMMON STOCKS 92.2%
*ARGENTINA .6%

Molinos Rio de la Plata SA, B ................. Food Products 170,259 $ 286,505
Quilmes Industrial SA, B, ADR ................. Beverages 78,635 574,035
----------
860,540
----------
AUSTRIA 2.7%
BBAG Oesterreichische Brau-Beteiligungs AG .... Beverages 7,577 391,601
Erste Bank der Oester Sparkassen AG ........... Banks 8,612 577,016
Mayr-Melnhof Karton AG ........................ Containers & Packaging 6,360 396,066
OMV AG ........................................ Oil & Gas 26,708 2,383,520
Wienerberger AG ............................... Building Products 33,484 503,731
----------
4,251,934
----------
BRAZIL 1.7%
Centrais Eletricas Brasileiras SA (Electrobras) Electric Utilities 85,318,000 627,090
Cia Vale do Rio Doce, ADR ..................... Metals & Mining 21,049 538,854
Embraer-Empresa Brasileira de Aeronautica SA .. Aerospace & Defense 25,800 103,744
Embraer-Empresa Brasileira de Aeronautica
SA, ADR ...................................... Aerospace & Defense 40,787 712,957
Souza Cruz SA ................................. Tobacco 115,400 562,927
Unibanco Uniao de Bancos Brasileiros SA, GDR .. Banks 11,100 141,303
----------
2,686,875
----------
CHINA 4.9%
China Everbright Ltd. ......................... Diversified Financials 728,000 277,668
*China Mobile (Hong Kong) Ltd. ................. Wireless Telecommunication Services 401,500 1,109,279
China Petroleum & Chemical Corp., H ........... Oil & Gas 11,200,000 1,694,370
China Resources Enterprise Ltd. ............... Distributors 1,436,000 1,629,318
China Shipping Development Co. Ltd., H ........ Marine 968,000 196,083
*China Unicom Ltd. ............................. Wireless Telecommunication Services 1,216,000 896,416
Guangshen Railway Co. Ltd., H ................. Road & Rail 2,614,000 482,588
PetroChina Co. Ltd., H ........................ Oil & Gas 3,922,000 799,490
Qingling Motors Co. Ltd., H ................... Automobiles 1,158,000 123,224
TCL International Holdings Inc. ............... Household Durables 680,000 183,078
Travelsky Technology Ltd., H .................. IT Consulting & Services 319,000 191,197
----------
7,582,711
----------
CROATIA .6%
Pliva D D, GDR, Reg S ......................... Pharmaceuticals 71,900 918,882
----------
CZECH REPUBLIC .2%
Philip Morris CR AS ........................... Tobacco 580 212,681
*Unipetrol ..................................... Chemicals 70,000 71,239
----------
283,920
----------
EGYPT .6%
*Al Ahram Beverages Co., GDR ................... Beverages 34,147 256,102
Commercial International Bank Ltd. ............ Banks 100,474 600,133
----------
856,235
----------

TEMPLETON EMERGING MARKETS FUND, INC.
STATEMENT OF INVESTMENTS, AUGUST 31, 2002 (CONT.)

INDUSTRY SHARES VALUE
---------------------------------------------------------------------------------------------------------------------
COMMON STOCKS (CONT.)
GREECE 1.0%

Coca-Cola Hellenic Bottling Company SA ........ Beverages 59,300 $ 960,729
Hellenic Telecommunications Organization SA ... Diversified Telecommunication Services 41,340 587,050
------------
1,547,779
------------
HONG KONG 7.7%
Beijing Enterprises Holdings Ltd. ............. Industrial Conglomerates 576,000 583,388
Cheung Kong Holdings Ltd. ..................... Real Estate 195,000 1,393,759
Cheung Kong Infrastructure Holdings Ltd. ...... Construction Materials 288,000 502,157
China Merchants Holdings International Co. Ltd. Industrial Conglomerates 1,867,000 1,316,483
China Travel International Investment Hong
Kong Ltd. .................................... Hotels Restaurants & Leisure 2,006,000 339,479
Citic Pacific Ltd. ............................ Industrial Conglomerates 1,131,000 2,588,266
Cosco Pacific Ltd. ............................ Transportation Infrastructure 2,406,000 1,650,280
Dairy Farm International Holdings Ltd. ........ Food & Drug Retailing 81,600 69,360
Giordano International Ltd. ................... Specialty Retail 936,000 414,003
Hang Lung Group Ltd. .......................... Real Estate 796,000 719,466
Henderson Investment Ltd. ..................... Real Estate 663,000 561,004
Hutchison Whampoa Ltd. ........................ Industrial Conglomerates 39,000 263,752
MTR Corp. Ltd. ................................ Road & Rail 648,010 818,325
Shanghai Industrial Holdings Ltd. ............. Industrial Conglomerates 456,000 724,928
*Smartone Telecommunications Holdings Ltd. ..... Wireless Telecommunication Services 32,000 33,026
------------
11,977,676
------------
HUNGARY 2.4%
Egis RT ....................................... Pharmaceuticals 4,279 215,770
Gedeon Richter Ltd. ........................... Pharmaceuticals 21,230 1,144,020
Matav RT ...................................... Diversified Telecommunication Services 231,639 769,426
MOL Magyar Olaj-Es Gazipari RT ................ Oil & Gas 77,030 1,640,018
------------
3,769,234
------------
INDIA 3.7%
Bharat Heavy Electricals Ltd. ................. Electrical Equipment 187,218 684,445
Grasim Industries Ltd. ........................ Industrial Conglomerates 178,903 1,159,529
Hindalco Industries Inc. ...................... Metals & Mining 7,449 91,295
Hughes Software Systems Ltd. .................. IT Consulting & Services 21,840 77,411
ITC Ltd. ...................................... Tobacco 87,551 1,263,502
Mahanagar Telephone Nigam Ltd. ................ Diversified Telecommunication Services 231,400 624,212
*Reliance Industries Ltd. ...................... Chemicals 82,700 435,595
Satyam Computers Services Ltd. ................ IT Consulting & Services 267,432 1,326,953
------------
5,662,942
------------
INDONESIA 4.5%
PT Gudang Garam TBK ........................... Tobacco 748,500 714,266
PT Indofoods Sukses Makmur TBK ................ Food Products 9,352,750 976,995
PT Indosat (Persero) TBK ...................... Diversified Telecommunication Services 1,440,500 1,488,490
PT Telekomunikasi Indonesia TBK, B ............ Diversified Telecommunication Services 9,315,460 3,813,500
------------
6,993,251
------------

TEMPLETON EMERGING MARKETS FUND, INC.
STATEMENT OF INVESTMENTS, AUGUST 31, 2002 (CONT.)

INDUSTRY SHARES VALUE
---------------------------------------------------------------------------------------------------------------------
COMMON STOCKS (CONT.)
*ISRAEL .5%

Check Point Software Technologies Ltd. ........ Internet Software & Services 48,300 $ 809,073
------------
MALAYSIA 1.1%
Genting Bhd. .................................. Hotels Restaurants & Leisure 304,093 1,136,347
Petronas Dagangan Bhd. ........................ Oil & Gas 13,000 19,158
SIME Darby Bhd. ............................... Industrial Conglomerates 390,000 523,421
------------
1,678,926
------------
MEXICO 5.9%
Cemex SA ...................................... Construction Materials 292,508 1,394,865
Fomento Economico Mexicano SA de CV Femsa ..... Beverages 28,820 1,085,649
*Grupo Carso SA de CV .......................... Industrial Conglomerates 413,000 1,143,282
Kimberly Clark de Mexico SA de CV, A .......... Household Products 1,305,200 3,138,388
Telefonos de Mexico SA de CV (Telmex), L, ADR . Diversified Telecommunication Services 51,052 1,512,671
Tubos de Acero de Mexico SA, ADR .............. Energy Equipment & Services 89,140 803,151
------------
9,078,006
------------
PERU .2%
Credicorp Ltd. ................................ Banks 34,500 241,500
------------
PHILIPPINES 1.1%
San Miguel Corp., B ........................... Beverages 1,766,090 1,771,370
------------
POLAND 1.5%
Polski Koncern Naftowy Orlen SA ............... Oil & Gas 551,850 2,288,976
------------
RUSSIA 3.0%
GUM Trade House ............................... Multiline Retail 27,000 37,395
Lukoil Holdings, ADR .......................... Oil & Gas 38,649 2,442,617
Mosenergo, ADR ................................ Electric Utilities 90,160 225,400
Rostelecom, ADR ............................... Diversified Telecommunication Services 5,975 39,076
Sberbank RF ................................... Banks 1,000 152,000
*Tatneft ....................................... Oil & Gas 840,050 564,514
Unified Energy Systems ........................ Electric Utilities 13,286,200 1,179,814
------------
4,640,816
------------
SINGAPORE 3.7%
Cycle & Carriage Ltd. ......................... Distributors 138,870 341,253
Fraser & Neave Ltd. ........................... Beverages 512,630 2,255,765
Keppel Corp. Ltd. ............................. Diversified Financials 937,000 2,366,797
Singapore Airlines Ltd. ....................... Airlines 67,000 444,152
Singapore Telecommunications Ltd. ............. Diversified Telecommunication Services 400,000 336,029
------------
5,743,996
------------
SOUTH AFRICA 15.8%
ABSA Group Ltd. ............................... Banks 26,400 69,067
Anglo American PLC ............................ Metals & Mining 245,700 3,108,795
Barloworld Ltd. ............................... Industrial Conglomerates 366,044 2,037,157
Bidvest Group Ltd. ............................ Industrial Conglomerates 7,600 32,536

TEMPLETON EMERGING MARKETS FUND, INC.
STATEMENT OF INVESTMENTS, AUGUST 31, 2002 (CONT.)

INDUSTRY SHARES VALUE
---------------------------------------------------------------------------------------------------------------------
COMMON STOCKS (CONT.)
SOUTH AFRICA (CONT.)

*Datatec Ltd. .................................. IT Consulting & Services 111,300 $ 74,119
Firstrand Ltd. ................................ Banks 646,000 397,624
Imperial Holdings Ltd. ........................ Specialty Retail 158,833 759,298
Investec Ltd. ................................. Diversified Financials 9,637 108,183
*Investec PLC .................................. Diversified Financials 12,183 136,764
*Johnnic Holdings Ltd. ......................... Wireless Telecommunication Services 64,202 208,886
Liberty Group Ltd. ............................ Insurance 147,759 749,232
Nampak Ltd. ................................... Containers & Packaging 359,100 447,530
Nedcor Ltd. ................................... Banks 24,600 245,263
Old Mutual PLC ................................ Insurance 1,559,010 1,989,610
Remgro Ltd. ................................... Industrial Conglomerates 338,000 2,245,723
Reunert Ltd. .................................. Electronic Equipment & Instruments 222,500 400,062
SABMiller PLC ................................. Beverages 648,548 4,473,170
Sanlam Ltd. ................................... Insurance 1,968,900 1,539,681
Sasol Ltd. .................................... Oil & Gas 219,500 2,422,299
Shoprite Holdings Ltd. ........................ Food & Drug Retailing 95,000 60,462
Standard Bank Group Ltd. ...................... Banks 227,850 618,857
Tiger Brands Ltd. ............................. Food Products 258,014 1,688,757
Tongaat-Hulett Group Ltd. ..................... Food Products 77,781 361,101
*Venfin Ltd. ................................... Wireless Telecommunication Services 105,447 174,550
Woolworths Holdings Ltd. ...................... Multiline Retail 129,500 51,743
------------
24,400,469
------------
SOUTH KOREA 15.3%
Cheil Jedang Corp. ............................ Food Products 26,220 1,210,708
*Cho Hung Bank Co. Ltd. ........................ Banks 303,700 1,430,128
Daelim Industrial Co. ......................... Construction & Engineering 69,980 887,886
Dongkuk Steel Mill Co. Ltd. ................... Metals & Mining 43,570 177,622
Hanjin Heavy Industries Co. Ltd. .............. Machinery 62,040 154,848
Hankook Tire Co. Ltd. ......................... Auto Components 240,110 483,436
Hankuk Electric Glass Co. Ltd. ................ Electronic Equipment & Instruments 5,640 304,066
*Hyundai Development Co. ....................... Construction & Engineering 77,180 517,551
Hyundai Motor Co. Ltd. ........................ Automobiles 43,010 1,216,640
Jungsoft Co. Ltd. ............................. Computers & Peripherals 10,394 92,097
Kangwon Land Inc. ............................. Hotels Restaurants & Leisure 15,339 1,863,217
Kookmin Credit Card Co. Ltd. .................. Diversified Financials 21,182 719,020
Korea Electric Power Corp. .................... Electric Utilities 168,392 2,949,084
Korea Gas Corp. ............................... Gas Utilities 35,450 597,248
KT Corp. ...................................... Diversified Telecommunication Services 29,000 1,319,772
*KT Freetel .................................... Wireless Telecommunication Services 17,771 510,087
*LG Card Co. Ltd. .............................. Diversified Financials 6,600 295,420
*LG Chem Investment Ltd. ....................... Industrial Conglomerates 125,685 920,195
LG Household & Health Care Ltd. ............... Household Products 9,950 339,407
*LG Life Sciences Ltd. ......................... Pharmaceuticals 13,965 334,616
Nong Shim Co. Ltd. ............................ Food Products 2,550 165,057
POSCO ......................................... Metals & Mining 2,700 242,606
Samsung Electronics Co. Ltd. .................. Semiconductor Equipment & Products 10,589 2,916,061

TEMPLETON EMERGING MARKETS FUND, INC.
STATEMENT OF INVESTMENTS, AUGUST 31, 2002 (CONT.)

INDUSTRY SHARES VALUE
---------------------------------------------------------------------------------------------------------------------
COMMON STOCKS (CONT.)
SOUTH KOREA (CONT.)

Samsung Fine Chemicals ........................ Chemicals 55,790 $ 805,322
*Samsung Heavy Industries Co. Ltd. ............. Machinery 369,240 1,420,804
*Samsung Securities Co. Ltd. ................... Diversified Financials 14,930 437,236
SK Corp. ...................................... Oil & Gas 20,400 280,045
SK Telecom Co. Ltd. ........................... Wireless Telecommunication Services 5,426 1,067,639
------------
23,657,818
------------
TAIWAN 5.0%
Asustek Computer Inc. ......................... Computers & Peripherals 204,000 491,459
Avision Inc. .................................. Computers & Peripherals 315,000 273,193
China Airlines ................................ Airlines 587,290 199,793
China Motor Co. Ltd. .......................... Automobiles 22,625 29,070
China Steel Corp. ............................. Metals & Mining 306,000 142,076
*Chinatrust Financial Holding Co. .............. Banks 29,000 22,611
Chunghwa Telcom Co. Ltd. ...................... Diversified Telecommunication Services 29,000 37,261
CMC Magnetics Corp. ........................... Computers & Peripherals 1,294,800 535,010
*Compeq Manufacturing Co. Ltd. ................. Computers & Peripherals 37,200 33,566
Delta Electronics Inc. ........................ Electronic Equipment & Instruments 330,050 456,837
Elan Microelectronics Corp. ................... Software 125,707 106,454
Giant Manufacturing Co. ....................... Leisure Equipment & Products 255,420 302,819
International Commercial Bank of China ........ Banks 1,360,680 762,887
Phoenixtec Power Co. Ltd. ..................... Electrical Equipment 598,000 415,605
*Procomp Informatics Co. Ltd. .................. Machinery 781,250 588,590
Ritek Corp. ................................... Computers & Peripherals 664,250 316,171
*Sinopac Holdings Co. .......................... Banks 2,458,302 1,076,786
Taiwan Cellular Corp. ......................... Communications Equipment 295,000 327,347
UNI-President Enterprises Corp. ............... Food Products 2,006,350 638,610
*Yageo Corp. ................................... Electronic Equipment & Instruments 1,824,120 644,528
Yuanta Core Pacific Securities Co. ............ Diversified Financials 601,000 315,885
------------
7,716,558
------------
THAILAND 3.8%
*Bangkok Bank Public Co. Ltd., fgn. ............ Banks 353,431 527,759
Electricity Generating Public Co. Ltd., fgn. .. Electric Utilities 92,100 81,316
Hana Microelectronics Co. Ltd., fgn. .......... Electronic Equipment & Instruments 69,200 125,147
PTT Exploration & Production Public Co.
Ltd., fgn. ................................... Oil & Gas 397,800 1,150,310
*Shin Corporation Public Co. Ltd., fgn. ........ Wireless Telecommunication Services 3,232,300 796,775
Siam Cement Public Co. Ltd. ................... Construction Materials 25,615 551,278
Siam Cement Public Co. Ltd., fgn. ............. Construction Materials 90,865 2,226,936
*Thai Farmers Bank Public Co. Ltd., fgn. ....... Banks 517,300 355,575
------------
5,815,096
------------
TURKEY 4.7%
*Akbank ........................................ Banks 987,998,755 2,845,338
*Arcelik AS, Br. ............................... Household Durables 173,389,600 1,088,998
*Enka Insaat ve Sanayi AS ...................... Industrial Conglomerates 3,202,983 180,560

TEMPLETON EMERGING MARKETS FUND, INC.
STATEMENT OF INVESTMENTS, AUGUST 31, 2002 (CONT.)

INDUSTRY SHARES VALUE
--------------------------------------------------------------------------------------------------------------------
COMMON STOCKS (CONT.)
TURKEY (CONT.)

*KOC Holding AS ...................................... Diversified Financials 118,862,664 $ 1,183,529
Tupras-Turkiye Petrol Rafineleri AS ................. Oil & Gas 332,281,470 1,527,029
*Vestel Electronik Sanayi ve Ticaret AS .............. Household Durables 104,320,000 191,765
*Yapi ve Kredi Bankasi AS ............................ Banks 402,000,000 301,745
------------
7,318,964
------------
TOTAL COMMON STOCKS (COST $150,095,515) ............. 142,553,547
------------
PREFERRED STOCKS 3.6%
Banco Bradesco SA, pfd. ............................. Banks 503,720,001 1,693,456
Cia de Bebidas Das Americas (Ambev), pfd. ........... Beverages 905,000 127,070
Cia Vale do Rio Doce, A, pfd. ....................... Metals & Mining 44,550 1,013,168
Companhia Paranaense de Energia-Copel, B, pfd. ...... Electric Utilities 100,356,000 356,902
Duratex SA, pfd. .................................... Building Products 6,606,910 88,847
Petroleo Brasileiro SA, pfd. ........................ Oil & Gas 95,000 1,377,719
*Siam Commercial Bank, 5.25%, fgn., cvt. pfd. ........ Banks 1,407,300 883,941
------------
TOTAL PREFERRED STOCKS (COST $7,902,580) ............ 5,541,103
------------
aSHORT TERM INVESTMENTS (COST $6,493,993) 4.2%
Franklin Institutional Fiduciary Trust Money
Market Portfolio ................................... 6,493,993 6,493,993
------------
TOTAL INVESTMENTS (COST $164,492,088) 100.0% ........ 154,588,643
OTHER ASSETS, LESS LIABILITIES ...................... 51,739
------------
TOTAL NET ASSETS 100.0% ............................. $154,640,382
============

* Non-income producing.
a The Franklin Institutional Fiduciary Trust Money Market Portfolio is
managed by Franklin Advisers Inc., an affiliate of Franklin Resources Inc.

See notes to financial statements.

TEMPLETON EMERGING MARKETS FUND, INC.
Financial Statements

STATEMENT OF ASSETS AND LIABILITIES
AUGUST 31, 2002

Assets:

Investments in securities, at value (cost $164,492,088) ................................ $154,588,643
Foreign currency, at value (cost $ 487,443) ............................................ 469,004
Receivables:
Investment securities sold ............................................................ 952,770
Dividends and interest ................................................................ 447,127
-------------
Total assets ...................................................................... 156,457,544
-------------
Liabilities:
Payables:
Investment securities purchased ....................................................... 1,313,689
To affiliates ......................................................................... 181,410
Funds advanced by custodian ............................................................ 150,842
Accrued expenses ....................................................................... 171,221
-------------
Total liabilities ................................................................. 1,817,162
-------------
Net assets, at value .................................................................... $154,640,382
=============
Net assets consist of:
Undistributed net investment income .................................................... $ 2,105,527
Net unrealized depreciation ............................................................ (9,983,283)
Accumulated net realized loss .......................................................... (42,275,673)
Capital shares ......................................................................... 204,793,811
-------------
Net assets, at value .................................................................... $154,640,382
=============

Net asset value per share ($154,640,382 / 17,656,437 shares outstanding) ................ $8.76
=============

See notes to financial statements.

TEMPLETON EMERGING MARKETS FUND, INC.
Financial Statements (CONTINUED)

STATEMENT OF OPERATIONS
FOR THE YEAR ENDED AUGUST 31, 2002

Investment Income:
(net of foreign taxes of $486,720)

Dividends ................................................................... $ 5,261,150
Interest .................................................................... 16,749
-----------
Total investment income ................................................ $ 5,277,899
Expenses:
Management fees (Note 3) .................................................... 1,950,962
Administrative fees (Note 3) ................................................ 238,698
Transfer agent fees ......................................................... 93,000
Custodian fees .............................................................. 195,900
Reports to shareholders ..................................................... 13,500
Registration and filing fees ................................................ 34,050
Professional fees ........................................................... 36,300
Directors' fees and expenses ................................................ 43,000
Other ....................................................................... 7,200
-----------
Total expenses ......................................................... 2,612,610
------------
Net investment income ............................................. 2,665,289
------------
Realized and unrealized gains (losses):
Net realized loss from:
Investments ................................................................ (9,421,469)
Foreign currency transactions .............................................. (368,848)
-----------
Net realized loss ...................................................... (9,790,317)
Net unrealized appreciation (depreciation) on:
Investments ................................................................ 7,291,192
Translation of assets and liabilities denominated in foreign currencies .... (9,105)
-----------
Net unrealized appreciation ............................................ 7,282,087
------------
Net realized and unrealized loss ............................................. (2,508,230)
------------
Net increase in net assets resulting from operations ......................... $ 157,059
============

See notes to financial statements.

TEMPLETON EMERGING MARKETS FUND, INC.
Financial Statements (CONTINUED)

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED AUGUST 31, 2002 AND 2001

2002 2001
---------------------------
Increase (decrease) in net assets:

Operations:
Net investment income ..................................................... $ 2,665,289 $ 2,150,761
Net realized loss from investments and foreign currency transactions ...... (9,790,317) (28,591,908)
Net unrealized appreciation (depreciation) on investments and translation
of assets and liabilities denominated in foreign currencies .............. 7,282,087 (17,329,118)
---------------------------
Net increase (decrease) in net assets resulting from operations ....... 157,059 (43,770,265)

Distributions to shareholders from net investment income .................... (1,894,536) (1,816,847)
---------------------------
Net decrease in net assets ............................................ (1,737,477) (45,587,112)

Net assets:
Beginning of year .......................................................... 156,377,859 201,964,971
---------------------------
End of year ................................................................ $154,640,382 $156,377,859
===========================
Undistributed net investment income included in net assets:
End of year ................................................................ $ 2,105,527 $ 1,668,883
===========================

See notes to financial statements.

TEMPLETON EMERGING MARKETS FUND, INC.
Notes to Financial Statements

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Templeton Emerging Markets Fund, Inc. (the Fund) is registered under the
Investment Company Act of 1940 as a closed-end, diversified investment company.
The Fund seeks long-term capital appreciation by investing mainly in emerging
country equity securities. 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.

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 denominated assets and liabilities other than investments in
securities held at the end of the reporting period.

C. FOREIGN CURRENCY CONTRACTS

When the Fund purchases or sells foreign securities it may enter into foreign
exchange contracts to minimize foreign exchange risk from the trade date to the
settlement date of the transactions. A foreign exchange contract is an agreement
between two parties to exchange different currencies at an agreed upon exchange
rate on a specified date. Realized and unrealized gains and losses are included
in the Statement of Operations.

The risks of these contracts include movement in the values of the foreign
currencies relative to the U.S. dollar and the possible inability of the
counterparties to fulfill their obligations under the contracts.

D. 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.

TEMPLETON EMERGING MARKETS FUND, INC.
Notes to Financial Statements (CONTINUED)

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONT.)

E. 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.

F. ACCOUNTING ESTIMATES

The preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America 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 SHARES

On November 29, 2000, the Board of Directors of the Fund authorized management
to implement an open-market share repurchase program pursuant to which the Fund
may purchase, from time to time, shares of the Fund's common stock in
open-market transactions, at the discretion of management.

At August 31, 2002, there were 30 million shares authorized ($0.01 par value).
During the year ended August 31, 2002 and the year ended August 31, 2001, there
were no share transactions.

3. TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

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

The Fund pays an investment management fee to TAML of 1.25% per year of the
Fund's average daily net assets. Management fees were reduced on assets invested
in the Franklin Institutional Fiduciary Trust Money Market Portfolio (the Sweep
Money Fund) in an amount not to exceed the management fees paid by the Sweep
Money Fund. The Fund pays an administrative fee monthly to FT Services at an
annual rate of 0.15% per year of the Fund's average daily net assets.

TEMPLETON EMERGING MARKETS FUND, INC.
Notes to Financial Statements (CONTINUED)

4. INCOME TAXES

At August 31, 2002, the cost of investments, net unrealized depreciation, and
undistributed ordinary income for income tax purposes were as follows:

Cost of investments ....................... $166,240,842
-------------
Unrealized appreciation ................... 12,932,872
Unrealized depreciation ................... (24,585,071)
-------------
Net unrealized depreciation ............... $(11,652,199)
=============
Distributable earnings - ordinary income .. $ 2,645,717
=============

The tax character of distributions paid during the year ended August 31, 2002,
was the same for financial statements and tax purposes.

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

At August 31, 2002, the Fund had deferred capital and currency losses occurring
subsequent to October 31, 2001 of $6,700,971 and $325,833 respectively. For tax
purposes, such losses will be reflected in the year ending August 31, 2003.

At August 31, 2002, the Fund had tax basis capital losses which may be carried
over to offset future capital gains. Such losses expire as follows:

Capital loss carryovers expiring in:
2008 ............................. $ 1,056,614
2009 ............................. 2,373,131
2010 ............................. 30,608,800
-----------
$34,038,545
===========

5. INVESTMENT TRANSACTIONS

Purchases and sales of securities (excluding short-term securities) for the year
ended August 31, 2002 aggregated $121,314,541 and $94,805,744, respectively.

TEMPLETON EMERGING MARKETS FUND, INC.
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of
Templeton Emerging Markets 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 the Templeton Emerging Markets
Fund, Inc. (the "Fund") at August 31, 2002, the results of its operations for
the year then ended, the changes in its net assets for each of the two years in
the period then ended and the financial highlights for each of the four years in
the period then ended, in conformity with accounting principles generally
accepted in the United States of America. 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 audits. We conducted our
audits of these financial statements in accordance with auditing standards
generally accepted in the United States of America, 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 audits, which included confirmation of securities at August
31, 2002 by correspondence with the custodian and brokers, provide a reasonable
basis for our opinion. The financial highlights for the year ended August 31,
1998 were audited by other independent accountants whose report dated September
29, 1998 expressed an unqualified opinion on those financial statements.

PricewaterhouseCoopers LLP

San Francisco, California
September 25, 2002

TEMPLETON EMERGING MARKETS FUND, INC.
Tax Designation (unaudited)

At August 31, 2002, more than 50% of the Fund's total assets were invested in
securities of foreign issuers. In most instances, foreign taxes were withheld
from dividends paid to the fund on these investments. The Fund intends to make
an election under Section 853 of the Internal Revenue Code. This election will
allow shareholders to treat their proportionate share of foreign taxes paid by
the Fund as having been paid directly by them.

The following table provides a breakdown by country of foreign source income and
foreign taxes paid, as designated by the Fund to shareholders in November 2002.

FOREIGN TAX FOREIGN SOURCE
COUNTRY PAID PER SHARE INCOME PER SHARE
------------------------------------------------------------------------------------------------

Austria .................................................... $0.0014 $0.0051
Brazil ..................................................... 0.0049 0.0195
Chile ...................................................... 0.0001 0.0001
China ...................................................... 0.0000 0.0090
Colombia ................................................... 0.0000 0.0005
Croatia .................................................... 0.0000 0.0015
Czech Republic ............................................. 0.0007 0.0025
Egypt ...................................................... 0.0000 0.0029
Estonia .................................................... 0.0001 0.0004
Greece ..................................................... 0.0000 0.0009
Hong Kong .................................................. 0.0000 0.0118
Hungary .................................................... 0.0008 0.0016
India ...................................................... 0.0008 0.0064
Indonesia .................................................. 0.0038 0.0136
Malaysia ................................................... 0.0003 0.0006
Mexico ..................................................... 0.0007 0.0164
Peru ....................................................... 0.0000 0.0003
Philippines ................................................ 0.0006 0.0013
Poland ..................................................... 0.0001 0.0005
Russia ..................................................... 0.0008 0.0029
Singapore .................................................. 0.0038 0.0233
South Africa ............................................... 0.0005 0.0260
South Korea ................................................ 0.0013 0.0042
Slovak Republic ............................................ 0.0001 0.0002
Taiwan ..................................................... 0.0048 0.0084
Thailand ................................................... 0.0003 0.0033
Turkey ..................................................... 0.0000 0.0043
----------------------------------
TOTAL ...................................................... $0.0259 $0.1675
==================================

In January 2003, shareholders will receive Form 1099-DIV which will include
their share of taxes withheld and foreign source income distributed during the
calendar year 2002. Shareholders are advised to check with their tax advisors
for information on the treatment of these amounts on their individual income tax
returns.

TEMPLETON EMERGING MARKETS FUND, INC.
Annual Meeting of Shareholders, August 26, 2002

The Annual Meeting of Shareholders of the Fund was held at the Fund's offices,
500 E. Broward Blvd., Ft. Lauderdale, Florida, on August 26, 2002. The purpose
of the meeting was to elect five Directors of the Fund, to approve an Agreement
and Plan of Reorganization that provides for the reorganization of the Fund from
a Maryland corporation to a Delaware business trust, to approve amendments to
certain of the Fund's fundamental investment restrictions (including five
Sub-Proposals), and to approve the elimination of certain of the Fund's
fundamental investment restrictions. At the meeting, the following persons were
elected by the shareholders to serve as Directors of the Fund: Harris J. Ashton,
Nicholas F. Brady, Frank J. Crothers, S. Joseph Fortunato and Edith E. Holiday.*
In addition, Shareholders approved an Agreement and Plan of Reorganization that
provides for the reorganization of the Fund from a Maryland corporation to a
Delaware business trust, amendments to certain of the Fund's fundamental
investment restrictions (including five Sub-Proposals), and the elimination of
certain of the Fund's fundamental investment restrictions. No other business was
transacted at the meeting.

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

Proposal 1. The election of five (5) Directors:

% OF % OF % OF % OF
OUTSTANDING VOTED OUTSTANDING VOTED
TERM EXPIRING 2005: FOR SHARES SHARES WITHHELD SHARES SHARES
-----------------------------------------------------------------------------------------------------------

Harris J. Ashton ....... 11,282,342 63.90% 95.49% 533,170 3.02% 4.51%
Nicholas F. Brady ...... 11,293,274 63.96% 95.58% 522,238 2.96% 4.42%
Frank J. Crothers 11,275,422 63.86% 95.43% 540,090 3.06% 4.57%
S. Joseph Fortunato .... 11,269,220 63.83% 95.38% 546,292 3.09% 4.62%
Edith E. Holiday ....... 11,289,426 63.94% 95.55% 526,086 2.98% 4.45%

* ANDREW H. HINES, JR., BETTY P. KRAHMER, GORDON S. MACKLIN, FRED R. MILLSAPS
AND CONSTANTINE D. TSERETOPOULOS CURRENTLY SERVE AS INDEPENDENT DIRECTORS.
HARMON E. BURNS AND CHARLES B. JOHNSON CURRENTLY SERVE AS INTERESTED DIRECTORS.
THEIR TERMS OF OFFICE CONTINUED AFTER THE ANNUAL MEETING OF SHAREHOLDERS.

Proposal 2. The approval of an Agreement and Plan of Reorganization that
provides for the reorganization of the Fund from a Maryland corporation to a
Delaware business trust:

% OF % OF
OUTSTANDING VOTED
SHARES VOTED SHARES SHARES
------------------------------------------------------------------
For ................... 9,128,876 51.70% 93.94%
Against ............... 285,408 1.62% 2.94%
Abstain ............... 303,519 1.72% 3.12%
Broker Non-Votes ...... 2,097,709 11.88% --
------------------------------------------------------------------
TOTAL ................. 11,815,512 66.92% 100.00%

TEMPLETON EMERGING MARKETS FUND, INC.
Annual Meeting of Shareholders, August 26, 2002 (CONTINUED)

Proposal 3. The approval of amendments to certain of the Fund's fundamental
investment restrictions (includes five (5) Sub-Proposals):

Proposal 3a: To amend the Fund's fundamental investment restriction regarding
borrowing and issuing senior securities:

% OF % OF
OUTSTANDING VOTED
SHARES VOTED SHARES SHARES
--------------------------------------------------------------------
For ................... 8,447,118 47.84% 86.92%
Against ............... 997,215 5.65% 10.26%
Abstain ............... 273,469 1.55% 2.82%
Broker Non-Votes ...... 2,097,710 11.88% --
--------------------------------------------------------------------
TOTAL ................. 11,815,512 66.92% 100.00%

Proposal 3b: To amend the Fund's fundamental investment restriction regarding
industry concentration:

% OF % OF
OUTSTANDING VOTED
SHARES VOTED SHARES SHARES
--------------------------------------------------------------------
For ................... 8,683,774 49.18% 89.36%
Against ............... 748,773 4.24% 7.70%
Abstain ............... 285,253 1.62% 2.94%
Broker Non-Votes ...... 2,097,712 11.88% --
--------------------------------------------------------------------
TOTAL ................. 11,815,512 66.92% 100.00%

Proposal 3c: To amend the Fund's fundamental investment restriction regarding
investments in commodities:

% OF % OF
OUTSTANDING VOTED
SHARES VOTED SHARES SHARES
--------------------------------------------------------------------
For ................... 8,412,685 47.65% 86.57%
Against ............... 1,016,546 5.76% 10.46%
Abstain ............... 288,571 1.63% 2.97%
Broker Non-Votes ...... 2,097,710 11.88% --
--------------------------------------------------------------------
TOTAL ................. 11,815,512 66.92% 100.00%

Proposal 3d: To amend the Fund's fundamental investment restriction regarding
investments in real estate:

% OF % OF
OUTSTANDING VOTED
SHARES VOTED SHARES SHARES
--------------------------------------------------------------------
For ................... 8,741,547 49.51% 89.95%
Against ............... 697,424 3.95% 7.18%
Abstain ............... 278,833 1.58% 2.87%
Broker Non-Votes ...... 2,097,708 11.88% --
--------------------------------------------------------------------
TOTAL ................. 11,815,512 66.92% 100.00%

TEMPLETON EMERGING MARKETS FUND, INC.
Annual Meeting of Shareholders, August 26, 2002 (CONTINUED)

Proposal 3e: To amend the Fund's fundamental investment restriction regarding
lending:

% OF % OF
OUTSTANDING VOTED
SHARES VOTED SHARES SHARES
--------------------------------------------------------------------
For ................... 8,469,967 47.97% 87.16%
Against ............... 915,510 5.19% 9.42%
Abstain ............... 332,327 1.88% 3.42%
Broker Non-Votes ...... 2,097,708 11.88% --
--------------------------------------------------------------------
TOTAL ................. 11,815,512 66.92% 100.00%

Proposal 4: The approval of the elimination of certain of the Fund's fundamental
investment restrictions:

% OF % OF
OUTSTANDING VOTED
SHARES VOTED SHARES SHARES
--------------------------------------------------------------------
For ................... 8,545,821 48.40% 87.94%
Against ............... 855,909 4.85% 8.81%
Abstain ............... 316,073 1.79% 3.25%
Broker Non-Votes ...... 2,097,709 11.88% --
--------------------------------------------------------------------
TOTAL ................. 11,815,512 66.92% 100.00%

TEMPLETON EMERGING MARKETS FUND, INC.
Dividend Reinvestment and Cash Purchase Plan

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

Shareholders must affirmatively elect to participate in the Plan; Stock
dividends and capital gains distributions will be reinvested automatically;
Mellon Investor Services, P.O. Box 3338, South Hackensack, NJ 07606-1938, will
provide additional Plan information upon request.

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 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 Mellon
Securities Trust Company (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 Mellon Investor Services, P.O. Box 382009,
Pittsburgh, PA 15250-8009, Attn: Templeton Emerging Markets 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 Mellon 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.

TEMPLETON EMERGING MARKETS FUND, INC.

TRANSFER AGENT

Mellon Investor Services LLC
85 Challenger Road
Overpeck Centre
Ridgefield Park, NJ 07660
1-800-416-5585
www.melloninvestor.com

SHAREHOLDER INFORMATION

Shares of Templeton Emerging Markets Fund, Inc. are traded on the New York Stock
Exchange under the symbol "EMF." The Fund's shares are also listed and traded on
the Pacific Exchange. 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 distributions and shareholder accounts, call
1-800-416-5585. Registered shareholders can now access their Fund account
on-line with INVESTOR SERVICEDIRECTSM. For information go to Mellon Investor
Services' web site at https://www.melloninvestor.com and follow the
instructions.

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 Emerging Markets
Fund, Inc., 100 Fountain Parkway, P.O. Box 33030, St. Petersburg, FL 33733-8030.

BOARD MEMBERS AND OFFICERS

The name, age and address of the officers and board members, as well as their
affiliation, positions held with the Fund, principal occupations during the past
five years and number of U.S. registered portfolios overseen in the Franklin
Templeton Investments fund complex are shown below. Each board member will serve
until that person's successor is elected and qualified.

INDEPENDENT BOARD MEMBERS NUMBER OF
PORTFOLIOS IN FUND
LENGTH OF COMPLEX OVERSEEN
NAME, AGE AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD
-----------------------------------------------------------------------------------------------------------------------------------

HARRIS J. ASHTON (70) Director Since 1992 132 Director, Bar-S Foods (meat packing
500 East Broward Blvd. company).
Suite 2100
Ft. Lauderdale, FL 33394-3091

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Director of various companies; and FORMERLY, Director, RBC Holdings, Inc. (bank holding company) (until 2002); and President,
Chief Executive Officer and Chairman of the Board, General Host Corporation (nursery and craft centers) (until 1998).
-----------------------------------------------------------------------------------------------------------------------------------
FRANK J. CROTHERS (58) Director Since 1999 16 None
500 East Broward Blvd.
Suite 2100
Ft. Lauderdale, FL 33394-3091

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Chairman, Caribbean Electric Utility Services Corporation and Atlantic Equipment & Power Ltd.; Vice Chairman, Caribbean
Utilities Co. Ltd.; Director and President, Provo Power Company Ltd.; and director of various other business and
nonprofit organizations.
-----------------------------------------------------------------------------------------------------------------------------------
S. JOSEPH FORTUNATO (70) Director Since 1992 133 None
500 East Broward Blvd.
Suite 2100
Ft. Lauderdale, FL 33394-3091

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Member of the law firm of Pitney, Hardin, Kipp & Szuch.
-----------------------------------------------------------------------------------------------------------------------------------
ANDREW H. HINES, JR. (79) Director Since 1990 27 None
500 East Broward Blvd.
Suite 2100
Ft. Lauderdale, FL 33394-3091

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Consultant, Triangle Consulting Group; and Executive-in-Residence, Eckerd College (1991-present); 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.
-----------------------------------------------------------------------------------------------------------------------------------

NUMBER OF
PORTFOLIOS IN FUND
LENGTH OF COMPLEX OVERSEEN
NAME, AGE AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD
-----------------------------------------------------------------------------------------------------------------------------------

EDITH E. HOLIDAY (50) Director Since 1996 81 Director, Amerada Hess Corporation
500 East Broward Blvd. (exploration and refining of oil
Suite 2100 and gas); Hercules Incorporated
Ft. Lauderdale, FL 33394-3091 (chemicals, fibers and resins);
Beverly Enterprises, Inc. (health
care); H.J. Heinz Company
(processed foods and allied
products); RTI International
Metals, Inc. (manufacture and
distribution of titanium); and
Canadian National Railway
(railroad).

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Director of various companies; and FORMERLY, Assistant to the President of the United States and Secretary of the
Cabinet (1990-1993); General Counsel to the United States Treasury Department (1989-1990); and Counselor to the
Secretary and Assistant Secretary for Public Affairs and Public Liaison - United States Treasury Department (1988-1989).
-----------------------------------------------------------------------------------------------------------------------------------
BETTY P. KRAHMER (73) Director Since 1990 21 None
500 East Broward Blvd.
Suite 2100
Ft. Lauderdale, FL 33394-3091

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Director or trustee of various civic associations; and FORMERLY, Economic Analyst, U.S. government.
-----------------------------------------------------------------------------------------------------------------------------------
GORDON S. MACKLIN (74) Director Since 1993 132 Director, White Mountains Insurance
500 East Broward Blvd. Group, Ltd. (holding company);
Suite 2100 Martek Biosciences Corporation;
Ft. Lauderdale, FL 33394-3091 WorldCom, Inc. (communications
services); MedImmune, Inc.
(biotechnology); Overstock.com
(Internet services); and Spacehab,
Inc. (aerospace services).

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Deputy Chairman, White Mountains Insurance Group, Ltd. (holding company); and FORMERLY, Chairman, White River Corporation
(financial services) (until 1998) and Hambrecht & Quist Group (investment banking) (until 1992); and President, National
Association of Securities Dealers, Inc. (until 1987).
-----------------------------------------------------------------------------------------------------------------------------------
FRED R. MILLSAPS (73) Director Since 1990 27 None
500 East Broward Blvd.
Suite 2100
Ft. Lauderdale, FL 33394-3091

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Director of various business and nonprofit organizations; and manager of personal investments (1978-present); 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).
-----------------------------------------------------------------------------------------------------------------------------------
CONSTANTINE D. Director Since 1999 17 None
TSERETOPOULOS (48)
500 East Broward Blvd.
Suite 2100
Ft. Lauderdale, FL 33394-3091

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Physician, Lyford Cay Hospital (1987-present); and director of various nonprofit organizations; and FORMERLY, Cardiology
Fellow, University of Maryland (1985-1987) and Internal Medicine Resident, Greater Baltimore Medical Center (1982-1985).
-----------------------------------------------------------------------------------------------------------------------------------

INTERESTED BOARD MEMBERS AND OFFICERS NUMBER OF
PORTFOLIOS IN FUND
LENGTH OF COMPLEX OVERSEEN
NAME, AGE AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD
-----------------------------------------------------------------------------------------------------------------------------------

**NICHOLAS F. BRADY (72) Director Since 1993 62 Director, Amerada Hess Corporation
500 East Broward Blvd. (exploration and refining of oil
Suite 2100 and gas); C2, Inc. (operating and
Ft. Lauderdale, FL 33394-3091 investment business); and H.J.
Heinz Company (processed foods and
allied products).

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Chairman, Templeton Emerging Markets Investment Trust PLC, Darby Overseas Investments, Ltd. and Darby Emerging Markets Investments
LDC (investment firms) (1994-present); Director, Templeton Capital Advisors Ltd. and Franklin Templeton Investment Fund; and
formerly, Secretary of the United States Department of the Treasury (1988-1993); Chairman of the Board, Dillon, Read & Co., Inc.
(investment banking) (until 1988); and U.S. Senator, New Jersey (April 1982-December 1982).
-----------------------------------------------------------------------------------------------------------------------------------
**HARMON E. BURNS (57) Director and Director since 33 None
One Franklin Parkway Vice President 1992 and
San Mateo, CA 94403-1906 Vice President
since 1996

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Vice Chairman, Member - Office of the Chairman and Director, Franklin Resources, Inc.; Vice President and Director,
Franklin Templeton Distributors, Inc.; Executive Vice President, Franklin Advisers, Inc.; Director, Franklin Investment
Advisory Services, Inc.; officer and/or director or trustee, as the case may be, of some of the other subsidiaries of
Franklin Resources, Inc.; and officer of 50 of the investment companies in Franklin Templeton Investments.
-----------------------------------------------------------------------------------------------------------------------------------
**CHARLES B. JOHNSON (69) Director, Director and 132 None
One Franklin Parkway Chairman of Chairman of
San Mateo, CA 94403-1906 the Board and the Board since
Vice President 1995 and Vice
President since
1992

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Chairman of the Board, Chief Executive Officer, Member - Office of the Chairman and Director, Franklin Resources, Inc.;
Vice President, Franklin Templeton Distributors, Inc.; Director, Fiduciary Trust Company International; officer and/or
director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc.; and officer of
47 of the investment companies in Franklin Templeton Investments.
-----------------------------------------------------------------------------------------------------------------------------------
JEFFERY A. EVERETT (38) Vice President Since 2001 Not Applicable None
PO Box N-7759
Lyford Cay, Nassau, Bahamas

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
President and Director, Templeton Global Advisors Limited; officer of 17 of the investment companies in Franklin
Templeton Investments; and FORMERLY, Investment Officer, First Pennsylvania Investment Research (until 1989).
-----------------------------------------------------------------------------------------------------------------------------------
MARTIN L. FLANAGAN (42) Vice President Since 1989 Not Applicable None
One Franklin Parkway
San Mateo, CA 94403-1906

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
President, Member - Office of the President, Chief Financial Officer and Chief Operating Officer, Franklin Resources,
Inc.; Senior Vice President and Chief Financial Officer, Franklin Mutual Advisers, LLC; Executive Vice President, Chief
Financial Officer and Director, Templeton Worldwide, Inc.; Executive Vice President and Chief Operating Officer,
Templeton Investment Counsel, LLC; Executive Vice President and Director, Franklin Advisers, Inc.; Executive Vice
President, Franklin Investment Advisory Services, Inc. and Franklin Templeton Investor Services, LLC; Chief Financial
Officer, Franklin Advisory Services, LLC; Chairman, Franklin Templeton Services, LLC; and officer and/or director of
some of the other subsidiaries of Franklin Resources, Inc. and of 51 of the investment companies in Franklin Templeton
Investments.
-----------------------------------------------------------------------------------------------------------------------------------

DAVID P. GOSS (55) Vice President Since 2000 Not Applicable None
One Franklin Parkway and Assistant
San Mateo, CA 94403-1906 Secretary

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Associate General Counsel, Franklin Resources, Inc.; President, Chief Executive Officer and Director, Property
Resources, Inc. and Franklin Properties, Inc.; officer and/or director of some of the other subsidiaries of Franklin
Resources, Inc.; officer of 52 of the investment companies in Franklin Templeton Investments; and FORMERLY, President,
Chief Executive Officer and Director, Property Resources Equity Trust (until 1999) and Franklin Select Realty Trust
(until 2000).
-----------------------------------------------------------------------------------------------------------------------------------
BARBARA J. GREEN (54) Vice President Vice President Not Applicable None
One Franklin Parkway and Secretary since 2000
San Mateo, CA 94403-1906 and Secretary
since 1996

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Vice President and Deputy General Counsel, Franklin Resources, Inc.; and Senior Vice President, Templeton Worldwide,
Inc. and officer of one of the other subsidiaries of Franklin Resources, Inc., and of 52 of the investment companies in
Franklin Templeton Investments; and FORMERLY, Deputy Director, Division of Investment Management, Executive Assistant
and Senior Advisor to the Chairman, Counselor to the Chairman, Special Counsel and Attorney Fellow, Securities and
Exchange Commission (1986-1995); Attorney, Rogers & Wells (until 1986); and Judicial Clerk, U.S. District Court
(District of Massachusetts) (until 1979).
-----------------------------------------------------------------------------------------------------------------------------------
CHARLES E. JOHNSON (46) Vice President Since 1996 Not Applicable None
One Franklin Parkway
San Mateo, CA 94403-1906

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
President, Member - Office of the President and Director, Franklin Resources, Inc.; Senior Vice President, Franklin
Templeton Distributors, Inc.; President and Director, Templeton Worldwide, Inc. and Franklin Advisers, Inc.; Chairman of
the Board, President and Director, Franklin Investment Advisory Services, Inc.; and officer and/or director of some of
the other subsidiaries of Franklin Resources, Inc. and of 33 of the investment companies in Franklin Templeton
Investments.
-----------------------------------------------------------------------------------------------------------------------------------
RUPERT H. JOHNSON, JR. (62) Vice President Since 1996 Not Applicable None
One Franklin Parkway
San Mateo, CA 94403-1906

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Vice Chairman, Member - Office of the Chairman and Director, Franklin Resources, Inc.; Vice President and Director,
Franklin Templeton Distributors, Inc.; Director, Franklin Advisers, Inc. and Franklin Investment Advisory Services,
Inc.; Senior Vice President, Franklin Advisory Services, LLC; and officer and/or director or trustee, as the case may
be, of some of the other subsidiaries of Franklin Resources, Inc. and of 50 of the investment companies in Franklin
Templeton Investments.
-----------------------------------------------------------------------------------------------------------------------------------
JOHN R. KAY (62) Vice President Since 1994 Not Applicable None
500 East Broward Blvd.
Suite 2100
Ft. Lauderdale, FL 33394-3091

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Vice President, Templeton Worldwide, Inc.; Assistant Vice President, Franklin Templeton Distributors, Inc.; Senior Vice
President, Franklin Templeton Services, LLC; and officer of one of the other subsidiaries of Franklin Resources, Inc.
and of 22 of the investment companies in Franklin Templeton Investments; and FORMERLY, Vice President and Controller,
Keystone Group, Inc.
-----------------------------------------------------------------------------------------------------------------------------------

MICHAEL O. MAGDOL (65) Vice President Since Not Applicable Director, FTI Banque, Arch
600 5th Avenue - AML May 2002 Chemicals, Inc. and Lingnan
Rockefeller Center Compliance Foundation
New York, NY 10048-0772

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Vice Chairman, Chief Banking Officer and Director, Fiduciary Trust Company International; officer and/or director, as
the case may be of some of the other subsidiaries of Franklin Resources, Inc.; and officer of 40 of the investment
companies in Franklin Templeton Investments.
-----------------------------------------------------------------------------------------------------------------------------------
MARK MOBIUS (66) President Since 1987 Not Applicable None
Two Exchange Square,
39th Floor, Suite 3905-08
Hong Kong

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Portfolio Manager of various Templeton advisory affiliates; Managing Director, Templeton Asset Management Ltd.;
Executive Vice President and Director, Templeton Global Advisors Limited; officer of eight of the investment companies
in Franklin Templeton Investments; officer and/or director as the case may be of some of the subsidiaries of Franklin
Resources, Inc.; 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).
-----------------------------------------------------------------------------------------------------------------------------------
BRUCE S. ROSENBERG (40) Treasurer Since 2000 Not Applicable None
500 East Broward Blvd.
Suite 2100
Ft. Lauderdale, FL 33394-3091

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Vice President, Franklin Templeton Services, LLC; and officer of some of the subsidiaries of Franklin Resources, Inc.
and of 18 of the investment companies in Franklin Templeton Investments.
-----------------------------------------------------------------------------------------------------------------------------------
MURRAY L. SIMPSON (65) Vice President Since 2000 Not Applicable None
One Franklin Parkway and Assistant
San Mateo, CA 94403-1906 Secretary

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Executive Vice President and General Counsel, Franklin Resources, Inc.; officer and/or director of some of the
subsidiaries of Franklin Resources, Inc.; officer of 52 of the investment companies in Franklin Templeton Investments;
and FORMERLY, Chief Executive Officer and Managing Director, Templeton Franklin Investment Services (Asia) Limited
(until 2000); and Director, Templeton Asset Management Ltd. (until 1999).
-----------------------------------------------------------------------------------------------------------------------------------

*We base the number of portfolios on each separate series of the U.S. registered
investment companies comprising the Franklin Templeton Investments fund complex.
These portfolios have a common investment adviser or affiliated investment
advisers.

**Charles B. Johnson is considered an interested person of the Fund under the
federal securities laws due to his position as an officer and director and major
shareholder of Franklin Resources, Inc., which is the parent company of the
Fund's adviser. Harmon E. Burns is considered an interested person of the Fund
under the federal securities laws due to his position as officer and director of
Franklin Resources, Inc. Nicholas F. Brady is considered an interested person of
the Fund under the federal securities laws due to his business affiliations with
Franklin Resources, Inc. and Templeton Global Advisors Limited. Mr. Brady and
Franklin Resources, Inc. are both limited partners of Darby Overseas Partners,
L.P. (Darby Overseas). Mr. Brady is Chairman and shareholder of Darby Overseas
Investments, Ltd., 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. (DEMF). Mr. Brady serves as
Chairman of the corporate general partner of DEMF, and Darby Overseas and its
general partner own 100% of the stock of the general partner of DEMF. Resources
also is an investor in Darby Technology Ventures Group, LLC (DTV) in which Darby
Overseas is a significant investor and for which Darby Overseas has the right to
appoint a majority of the directors. Templeton Global Advisors Limited also is a
limited partner in Darby-BBVA Latin America Private Equity Fund, L.P. (DBVA), a
private equity fund in which Darby Overseas is a significant investor, and the
general partner of which Darby Overseas controls jointly with an unaffiliated
third party. Mr. Brady is also a director of Templeton Capital Advisors Ltd.
(TCAL), which serves as investment manager to certain unregistered funds. TCAL
and Templeton Global Advisors Limited are both indirect subsidiaries of Franklin
Resources, Inc.

Note: Charles B. Johnson and Rupert H. Johnson, Jr. are brothers and the father
and uncle, respectively, of Charles E. Johnson.

This page intentionally left blank.

LITERATURE REQUEST
For a brochure and prospectus, which contain more complete information,
including charges and expenses, call Franklin Templeton Investments at
1-800/DIAL BEN(R) (1-800/342-5236). Please read the prospectus carefully before
investing or sending money. 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.

FRANKLIN TEMPLETON INVESTMENTS

GLOBAL GROWTH
Franklin Global Aggressive
Growth Fund
Franklin Global Growth Fund
Franklin Global Health Care Fund
Mutual Discovery Fund
Templeton Developing Markets Trust
Templeton Foreign Fund
Templeton Foreign Smaller
Companies Fund
Templeton Global Opportunities Trust
Templeton Global Smaller
Companies Fund
Templeton Growth Fund
Templeton International
(Ex EM) Fund
Templeton Latin America Fund
Templeton Pacific Growth Fund
Templeton World Fund

GLOBAL GROWTH & INCOME
Franklin Global
Communications Fund
Mutual European Fund
Templeton Global Bond Fund

GLOBAL INCOME
Franklin Templeton Hard
Currency Fund

GROWTH
Franklin Aggressive Growth Fund
Franklin Biotechnology
Discovery Fund
Franklin Blue Chip Fund
Franklin Capital Growth Fund(1)
Franklin DynaTech Fund
Franklin Flex Cap Growth Fund(2)
Franklin Gold and Precious
Metals Fund
Franklin Growth Fund
Franklin Large Cap Growth Fund
Franklin Small-Mid Cap
Growth Fund
Franklin Technology Fund

GROWTH & INCOME
Franklin Convertible
Securities Fund
Franklin Equity Income Fund
Franklin Income Fund
Franklin Large Cap Value Fund
Franklin Natural Resources Fund
Franklin Real Estate
Securities Fund
Franklin Rising Dividends Fund
Franklin Small Cap Value Fund
Franklin Utilities Fund
Mutual Beacon Fund
Mutual Financial Services Fund
Mutual Qualified Fund
Mutual Shares Fund

FUND ALLOCATOR SERIES
Franklin Templeton Conservative Target Fund
Franklin Templeton Growth
Target Fund
Franklin Templeton Moderate
Target Fund

INCOME
Franklin Adjustable U.S. Government Securities Fund(3)
Franklin's AGE High Income Fund
Franklin Floating Rate Daily
Access Fund
Franklin Floating Rate Trust(4)
Franklin Short-Intermediate
U.S. Government Securities Fund(3)
Franklin Strategic Income Fund
Franklin Total Return Fund
Franklin U.S. Government
Securities Fund(3)
Franklin Federal Money Fund(3,5)
Franklin Money Fund(3,5)

TAX-FREE INCOME(6)
Double Tax-Free Income Fund
Federal Intermediate-Term Tax-Free Income Fund
Federal Tax-Free Income Fund
High Yield Tax-Free
Income Fund
Insured Tax-Free Income Fund(7)
Tax-Exempt Money Fund(3,5)

STATE-SPECIFIC
TAX-FREE INCOME(6)
Alabama
Arizona
California(8)
Colorado
Connecticut
Florida(8)
Georgia
Kentucky
Louisiana
Maryland
Massachusetts(7)
Michigan(7)
Minnesota(7)
Missouri
New Jersey
New York(8)
North Carolina
Ohio(7)
Oregon
Pennsylvania
Tennessee
Virginia

INSURANCE FUNDS
Franklin Templeton Variable Insurance Products Trust(9)

1. Formerly Franklin Growth and Income Fund. Effective 5/1/02, the fund's name
changed; investment goal and strategy remained the same.

2. Formerly Franklin California Growth Fund. Effective 9/1/02, the fund's name
changed and its investment criteria was modified to invest a majority of its net
assets in California companies, as opposed to at least 80% of net assets.

3. An investment in the fund is neither insured nor guaranteed by the U.S.
government or by any other entity or institution.

4. The fund is a continuously offered, closed-end fund. Shares may be purchased
daily; there is no daily redemption. However, each quarter, pending board
approval, the fund will authorize the repurchase of 5%-25% of the outstanding
number of shares. Investors may tender all or a portion of their shares during
the tender period.

5. No assurance exists that the fund's $1.00 per share price will be maintained.
It is possible to lose money by investing in the fund.

6. For investors subject to the alternative minimum tax, a small portion of
these dividends may be taxable. Distributions of capital gains are generally
taxable.

7. Portfolio of insured municipal securities.

8. These funds are available in two or more variations, including long-term
portfolios, portfolios of insured securities, a high-yield portfolio (CA) and
intermediate-term and money market portfolios (CA and NY).

9. The funds of the Franklin Templeton Variable Insurance Products Trust are
generally only available as investment options in variable annuity or variable
life insurance contracts.

09/02

[LOGO OMITTED]
FRANKLIN[R] TEMPLETON[R]
INVESTMENTS

100 Fountain Parkway
P.O. Box 33030
St. Petersburg, FL 33733-8030

ANNUAL REPORT
TEMPLETON EMERGING MARKETS FUND, INC.

AUDITORS
PricewaterhouseCoopers LLP
333 Market Street
San Francisco, CA 94105

TRANSFER AGENT
Mellon Investor Services LLC
85 Challenger Road
Overpeck Centre
Ridgefield Park, NJ 07660
1-800/416-5585
www.melloninvestor.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
this risk 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
identified by the presence of a regular beeping tone.

[LOGO OMITTED] Printed on recycled paper

TLEMF A2002 10/02