SCHEDULE 14A INFORMATION
                PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                         (Amendment No. ______________)


Filed by the Registrant    /X/
Filed by a party other than the Registrant   / /

Check the appropriate box:
/ /  Preliminary proxy statement
/ /  Confidential, for use of the Commission only (as permitted by
     Rule 14a-6(e)(2))
/X/  Definitive proxy statement
/ /  Definitive additional materials
/ /  Soliciting material pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12


                        TEMPLETON GLOBAL INCOME FUND, INC.
                ------------------------------------------------
                (Name of Registrant as Specified in Its Charter)


    ------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

/X/  No fee required.

/ /  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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

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

(3)  Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):

(4)  Proposed maximum aggregate value of transaction:

(5)  Total fee paid:

/ /  Fee paid previously with preliminary materials.
/ /  Check box if any part of the fee is offset as provided by Exchange Act
     Rule 0-11(a)(2) and identify the filing for which the offsetting fee
     was paid previously.  Identify the previous filing by registration
     statement number, or the Form or Schedule and the date of its filing.

(1)  Amount previously paid:

(2)  Form, Schedule or Registration Statement No.:

(3)  Filing party:

(4)  Date filed:




[LOGO]
FRANKLIN TEMPLETON
INVESTMENTS

                      TEMPLETON GLOBAL INCOME FUND, INC.

                       IMPORTANT SHAREHOLDER INFORMATION

These materials are for the Annual Meeting of shareholders scheduled for
Monday, March 4, 2002 at 10:00 a.m. Eastern time. They discuss the proposal to
be voted on at the meeting, and contain your proxy statement and proxy card. A
proxy card is, in essence, a ballot. When you vote your proxy, it tells us how
you wish to vote on important issues relating to your Fund. If you complete and
sign the proxy, we'll vote it exactly as you tell us. If you simply sign the
proxy card, we'll vote it in accordance with the Directors' recommendations on
page 1 of the proxy statement.

We urge you to spend a few minutes reviewing the proposal in the proxy
statement. Then, fill out the proxy card and return it to us so that we know
how you would like to vote. When shareholders return their proxies promptly,
the Fund may be able to save money by not having to conduct additional mailings.

We welcome your comments. If you have any questions, call Fund Information at
1-800/DIAL BEN(R) (1-800-342-5236).



                         TELEPHONE AND INTERNET VOTING

  For your convenience, you may be able to vote by telephone or through the
  internet, 24 hours a day. If your account is eligible, a control number and
  separate instructions are enclosed.



[LOGO]
FRANKLIN TEMPLETON
INVESTMENTS

                      TEMPLETON GLOBAL INCOME FUND, INC.

                 NOTICE OF 2002 ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting ("Meeting") of shareholders of Templeton Global Income Fund,
Inc. (the "Fund") will be held at the Fund's offices, 500 East Broward
Boulevard, 12th Floor, Ft. Lauderdale, Florida 33394-3091 on Monday, March 4,
2002 at 10:00 a.m. Eastern time.

During the Meeting, shareholders of the Fund will vote on the following
Proposal:

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

                                        By Order of the Board of Directors,

                                        Barbara J. Green
                                        Secretary

January 28, 2002


  Many shareholders hold shares in more than one Templeton fund and will
  receive proxy material for each fund owned. Please sign and promptly return
  each proxy card in the self-addressed envelope regardless of the number of
  shares you own.



                      TEMPLETON GLOBAL INCOME FUND, INC.

                                PROXY STATEMENT

 . INFORMATION ABOUT VOTING

Who is eligible to vote?

Shareholders of record at the close of business on Friday, December 7, 2001 are
entitled to be present and to vote at the Meeting or any adjourned Meeting.
Each share of record is entitled to one vote on each matter presented at the
Meeting. The Notice of Meeting, proxy card, and proxy statement were mailed to
shareholders of record on or about January 28, 2002.

On what issue am I being asked to vote?

You are being asked to vote on the election of three nominees to the position
of Director.

How do the Fund's Directors recommend that I vote?

The Directors unanimously recommend that you vote FOR the election of the three
nominees.

How do I ensure that my vote is accurately recorded?

You may attend the Meeting and vote in person or you may complete and return
the enclosed proxy card. If you are eligible to vote by telephone or through
the internet, a control number and separate instructions are enclosed.

Proxy cards that are properly signed, dated and received at or prior to the
Meeting will be voted as specified. If you specify a vote for the Proposal,
your proxy will be voted as you indicated. If you simply sign and date the
proxy card, but don't specify a vote for the Proposal, your shares will be
voted IN FAVOR of the nominees for Director.

May I revoke my proxy?

You may revoke your proxy at any time before it is voted by forwarding a
written revocation or a later-dated proxy to the Fund that is received at or
prior to the Meeting, or by attending the Meeting and voting in person.

 . THE PROPOSAL: ELECTION OF DIRECTORS

How are nominees selected?

The Board of Directors of the Fund (the "Board") has a Nominating and
Compensation Committee (the "Committee") consisting of Andrew H. Hines, Jr.,
Edith E. Holiday and Gordon S. Macklin, all of

                                      1



whom are independent directors. The Committee is responsible for the selection
and nomination for appointment of candidates to serve as Directors of the Fund.
The Committee will review shareholders' nominations to fill vacancies on the
Board, if these nominations are submitted in writing and addressed to the
Committee at the Fund's offices. However, the Committee expects to be able to
identify from its own resources an ample number of qualified candidates.

Who are the nominees and Directors?

The Board is divided into three classes, each class having a term of three
years. Each year the term of office of one class expires. This year, the terms
of three Directors expire. Edith E. Holiday, Gordon S. Macklin and Constantine
D. Tseretopoulos have been nominated for three-year terms, set to expire at the
2005 Annual Meeting of shareholders. These terms continue, however, until
successors are duly elected and qualified. All of the nominees are currently
members of the Board. In addition, all of the current nominees and Directors
are also directors or trustees of other Franklin(R) funds and/or Templeton(R)
funds (collectively, the "Franklin Templeton funds").

Certain Directors of the Fund hold director and/or officer positions with
Franklin Resources, Inc. ("Resources") and its affiliates. Resources is a
publicly owned holding company, the principal shareholders of which are Charles
B. Johnson and Rupert H. Johnson, Jr., who own approximately 18% and 15%,
respectively, of its outstanding shares. Resources, a global investment
organization operating as Franklin Templeton Investments, is primarily engaged,
through various subsidiaries, in providing investment management, share
distribution, transfer agent and administrative services to a family of
investment companies. Resources is a New York Stock Exchange, Inc. ("NYSE")
listed holding company (NYSE: BEN). Charles E. Johnson, Vice President of the
Fund, is the son and nephew, respectively, of brothers Charles B. Johnson, the
Chairman of the Board and Vice President of the Fund, and Rupert H. Johnson,
Jr., Vice President of the Fund. There are no family relationships among any of
the Directors or nominees.

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

                                      2



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



                                                                                                 Shares Beneficially
                                                                               Fund Shares        Owned in Franklin
                                                                          Beneficially Owned and   Templeton funds
                                                                          % of Total Outstanding (including the Fund)
                       Name, Principal Occupation                              Shares as of             as of
                   During the Past Five Years and Age                       December 31, 2001     December 31, 2001
- ------------------------------------------------------------------------- ---------------------- --------------------
                                                                                           
Nominees to serve until 2005 Annual Meeting of shareholders:

Edith E. Holiday                                                                     100**              85,525
Director since 1996

Director, Amerada Hess Corporation (exploration and refining of oil
and gas) (1993-present), Hercules Incorporated (chemicals, fibers and
resins) (1993-present), Beverly Enterprises, Inc. (health care) (1995-
present), H.J. Heinz Company (processed foods and allied products)
(1994-present), RTI International Metals, Inc. (manufacture and
distribution of titanium) (1999-present), Digex Incorporated (web
hosting provider) (2001-present) and Canadian National Railway
(railroad) (2001-present); director or trustee, as the case may be, of 28
of the investment companies in Franklin Templeton Investments; and
formerly, Assistant to the President of the United States and Secretary
of the Cabinet (1990-1993), General Counsel to the United States
Treasury Department (1989-1990), and Counselor to the Secretary and
Assistant Secretary for Public Affairs and Public Liaison--United
States Treasury Department (1988-1989). Age 49.

Gordon S. Macklin                                                                 24,500**             510,861
Director since 1993

Deputy Chairman, White Mountains Insurance Group, Ltd. (holding
company); Director, Martek Biosciences Corporation, WorldCom, Inc.
(communications services), MedImmune, Inc. (biotechnology),
Overstock.com (Internet services), and Spacehab, Inc. (aerospace
services); director or trustee, as the case may be, of 48 of the
investment companies in Franklin Templeton Investments; 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). Age 73.

Constantine D. Tseretopoulos                                                           0                80,215
Director since 1999

Physician, Lyford Cay Hospital (1987-present); director of various
nonprofit organizations; director or trustee, as the case may be, of 15
of the investment companies in Franklin Templeton Investments; and
formerly, Cardiology Fellow, University of Maryland (1985-1987)
and Internal Medicine Resident, Greater Baltimore Medical Center
(1982-1985). Age 47.


                                      3





                                                                                                  Shares Beneficially
                                                                                Fund Shares        Owned in Franklin
                                                                           Beneficially Owned and   Templeton funds
                                                                           % of Total Outstanding (including the Fund)
                        Name, Principal Occupation                              Shares as of             as of
                    During the Past Five Years and Age                       December 31, 2001     December 31, 2001
- -------------------------------------------------------------------------- ---------------------- --------------------
                                                                                            

Directors serving until 2004 Annual Meeting of shareholders:

Frank J. Crothers                                                                       0                  17,522
Director since 1999

Chairman, Caribbean Electric Utility Services Corporation and
Atlantic Equipment & Power Ltd.; Vice Chairman, Caribbean Utilities
Co., Ltd.; President, Provo Power Corporation; director of various
other business and non-profit organizations; and director or trustee, as
the case may be, of 14 of the investment companies in Franklin
Templeton Investments. Age 57.

Charles B. Johnson*                                                                 1,000**            20,298,667
Chairman since 1995 and Vice President since 1992

Chairman of the Board, Chief Executive Officer, Member--Office of
the Chairman and Director, Franklin Resources, Inc.; Vice President,
Franklin Templeton Distributors, Inc.; and officer and/or director or
trustee, as the case may be, of most of the other subsidiaries of
Franklin Resources, Inc. and of 48 of the investment companies in
Franklin Templeton Investments. Age 68.

Betty P. Krahmer                                                                   10,100***              150,192
Director since 1990

Director or trustee of various civic associations; director or trustee, as
the case may be, of 18 of the investment companies in Franklin
Templeton Investments; and formerly, Economic Analyst, U.S.
government. Age 72.

Fred R. Millsaps                                                                        0               1,156,659
Director since 1990

Manager of personal investments (1978-present); director of various
business and nonprofit organizations; director or trustee, as the case
may be, of 19 of the investment companies in Franklin Templeton
Investments; and formerly, Chairman and Chief Executive Officer,
Landmark Banking Corporation (1969-1978), Financial Vice
President, Florida Power and Light (1965-1969), and Vice President,
Federal Reserve Bank of Atlanta (1958-1965). Age 72.


                                      4





                                                                                               Shares Beneficially
                                                                             Fund Shares        Owned in Franklin
                                                                        Beneficially Owned and   Templeton funds
                                                                        % of Total Outstanding (including the Fund)
                      Name, Principal Occupation                             Shares as of             as of
                  During the Past Five Years and Age                      December 31, 2001     December 31, 2001
- ----------------------------------------------------------------------- ---------------------- --------------------
                                                                                         

Directors serving until 2003 Annual Meeting of shareholders:

Harris J. Ashton                                                                  500**              499,643
Director since 1992

Director, RBC Holdings, Inc. (bank holding company) and Bar-S
Foods (meat packing company); director or trustee, as the case may
be, of 48 of the investment companies in Franklin Templeton
Investments; and formerly, President, Chief Executive Officer and
Chairman of the Board, General Host Corporation (nursery and craft
centers) (until 1998). Age 69.

Nicholas F. Brady*                                                              1,000**               48,463
Director since 1993

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., Franklin Templeton Investment
Fund, Amerada Hess Corporation (exploration and refining of oil and
gas), C2, Inc. (operating and investment business), and H.J. Heinz
Company (processed foods and allied products); director or trustee, as
the case may be, of 18 of the investment companies in Franklin
Templeton Investments; 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). Age 71.

S. Joseph Fortunato                                                               100**              889,878
Director since 1992

Member of the law firm of Pitney, Hardin, Kipp & Szuch; and director
or trustee, as the case may be, of 49 of the investment companies in
Franklin Templeton Investments. Age 69.

Andrew H. Hines, Jr.                                                              267**               71,971
Director since 1990

Consultant, Triangle Consulting Group; Executive-in-Residence,
Eckerd College (1991-present); director or trustee, as the case may be,
of 19 of the investment companies in Franklin Templeton
Investments; 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 former director of various of its subsidiaries. Age 78.


                                      5



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

  *Nicholas F. Brady and Charles B. Johnson are "interested persons" as defined
   by the Investment Company Act of 1940, as amended (the "1940 Act"). The 1940
   Act limits the percentage of interested persons that can comprise a fund's
   board of directors. Mr. Johnson is an interested person due to his ownership
   interest in Resources, his employment affiliation with Resources and his
   position with the Fund. Mr. Brady's status as an interested person results
   from his business affiliations with Resources and Templeton Global Advisors
   Limited. Mr. Brady and Resources are both limited partners of Darby Overseas
   Partners, L.P. ("Darby Overseas"). Mr. Brady is Chairman and shareholder of
   Darby 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. 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 Resources. The remaining nominees and Directors of the Fund
   are not interested persons of the Fund (the "Independent Directors").
** Less than 1%.
***Less than 1% of the outstanding shares of the Fund. Includes 10,000 shares
   held in a qualified pension plan for spouse, Johannes R. Krahmer.

How often do the Directors meet and what are they paid?

The role of the Directors is to provide general oversight of the Fund's
business, and to ensure that the Fund is operated for the benefit of
shareholders. The Directors anticipate meeting at least five times during the
current fiscal year to review the operations of the Fund and the Fund's
investment performance. The Directors also oversee the services furnished to
the Fund by Franklin Advisers, Inc., the Fund's investment manager (the
"Investment Manager"), and various other service providers. The Fund currently
pays the Independent Directors and Mr. Brady an annual retainer of $2,000 and a
fee of $400 per Board meeting attended. Directors serving on the Audit
Committee of the Fund and other investment companies in Franklin Templeton
Investments receive a flat fee of $2,000 per Audit Committee meeting attended,
a portion of which is allocated to the Fund. Members of a committee are not
compensated for any committee meeting held on the day of a Board meeting.

During the fiscal year ended August 31, 2001, there were five meetings of the
Board, three meetings of the Audit Committee, and four meetings of the
Nominating and Compensation Committee. Each Director then in office attended at
least 75% of the total number of meetings of the Board and the total number of
meetings held by all committees of the Board on which the Director served.

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

                                      6





                                                    Number of Boards within
                                                      Franklin Templeton    Total Compensation from
                             Aggregate Compensation  Investments on which     Franklin Templeton
      Name of Director           from the Fund*        Director Serves**           funds***
- ---------------------------- ---------------------- ----------------------- -----------------------
                                                                   
Harris J. Ashton                     $4,000                   48                   $353,221
Nicholas F. Brady                     3,600                   18                    134,500
Frank J. Crothers                     4,063                   14                     92,000
S. Joseph Fortunato                   4,000                   49                    352,380
Andrew H. Hines, Jr.                  4,106                   19                    203,500
Edith E. Holiday                      4,000                   28                    254,670
Betty P. Krahmer                      4,000                   18                    134,500
Gordon S. Macklin                     4,000                   48                    353,221
Fred R. Millsaps                      4,098                   19                    201,500
Constantine D. Tseretopoulos          4,125                   15                     94,500

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

  *Compensation received for the fiscal year ended August 31, 2001.

 **We base the number of boards on the number of registered investment
   companies in Franklin Templeton Investments. This number does not include
   the total number of series or funds within each investment company for which
   the Board members are responsible. Franklin Templeton Investments currently
   includes 53 registered investment companies, with approximately 162 U.S.
   based funds or series.

***For the calendar year ended December 31, 2001.

The table above indicates the total fees paid to Directors by the Fund
individually and by all of the Franklin Templeton funds. These Directors also
serve as directors or trustees of other investment companies in Franklin
Templeton Investments, many of which hold meetings at different dates and
times. The Directors and the Fund's management believe that having the same
individuals serving on the boards of many of the Franklin Templeton funds
enhances the ability of each fund to obtain, at a relatively modest cost to
each separate fund, the services of high caliber, experienced and knowledgeable
Independent Directors who can more effectively oversee the management of the
funds.

Board members historically have followed a policy of having substantial
investments in one or more of the Franklin Templeton funds, as is consistent
with their individual financial goals. In February 1998, this policy was
formalized through adoption of a requirement that each board member invest
one-third of fees received for serving as a director or trustee of a Templeton
fund in shares of one or more Templeton funds and one-third of fees received
for serving as a director or trustee of a Franklin fund in shares of one or
more Franklin funds until the value of such investments equals or exceeds five
times the annual fees paid to such board member. Investments in the name of
family members or entities controlled by a board member constitute fund
holdings of such board member for purposes of this policy, and a three year
phase-in period applies to such investment requirements for newly elected board
members. In implementing such policy, a board member's fund holdings existing
on February 27, 1998, were valued as of such date with subsequent investments
valued at cost.

                                      7



Who are the Executive Officers of the Fund?

Officers of the Fund are appointed by the Directors and serve at the pleasure
of the Board. Listed below, for each Executive Officer, is a brief description
of recent professional experience:



    Name and Offices                             Principal Occupation
     with the Fund                        During the Past Five Years and Age
- ------------------------- ------------------------------------------------------------------
                       
Charles B. Johnson        See "Directors Serving until 2004 Annual Meeting of
Chairman since 1995 and   shareholders"
Vice President since 1992

Gregory E. McGowan        Executive Vice President and Director, Templeton Investment
President since 1996      Counsel, LLC; Executive Vice President--International
                          Development, Chief International General Counsel and
                          Director, Templeton Worldwide, Inc.; Executive Vice
                          President, General Counsel and Director, Templeton
                          International, Inc.; Executive Vice President and Secretary,
                          Templeton Global Advisors Limited; officer of certain off-shore
                          Templeton funds; officer of four of the investment companies in
                          Franklin Templeton Investments; director of one of the
                          subsidiaries of Franklin Resources, Inc.; and formerly, Senior
                          Attorney, U.S. Securities and Exchange Commission. Age 52.

Rupert H. Johnson, Jr.    Vice Chairman, Member--Office of the Chairman and
Vice President since 1996 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 most of
                          the other subsidiaries of Franklin Resources, Inc. and of 51 of
                          the investment companies in Franklin Templeton Investments.
                          Age 61.

Harmon E. Burns           Vice Chairman, Member--Office of the Chairman and
Vice President since 1996 Director, Franklin Resources, Inc.; Vice President and Director,
                          Franklin Templeton Distributors, Inc.; Executive Vice
                          President, Franklin Advisers, Inc.; Director, Franklin
                          Investment Advisory Services, Inc.; and officer and/or director
                          or trustee, as the case may be, of most of the other subsidiaries
                          of Franklin Resources, Inc. and of 51 of the investment
                          companies in Franklin Templeton Investments. Age 56.

Charles E. Johnson        President, Member--Office of the President and Director,
Vice President since 1996 Franklin Resources, Inc.; Senior Vice President, Franklin
                          Templeton Distributors, Inc.; President and Director, Templeton
                          Worldwide, Inc. and Franklin Advisers, Inc.; Chairman of the
                          Board, President and Director, Franklin Investment Advisory
                          Services, Inc.; officer and/or director of some of the other
                          subsidiaries of Franklin Resources, Inc.; and officer and/or
                          director or trustee, as the case may be, of 33 of the investment
                          companies in Franklin Templeton Investments. Age 45.


                                      8





       Name and Offices                               Principal Occupation
        with the Fund                          During the Past Five Years and Age
- ------------------------------ ------------------------------------------------------------------
                            

Jeffrey A. Everett             President and Director, Templeton Global Advisors Limited;
Vice President since 2001      officer of some of the other investment companies in Franklin
                               Templeton Investments; and formerly, Investment Officer,
                               First Pennsylvania Investment Research (until 1989). Age 37.

Martin L. Flanagan             President, Member--Office of the President, Chief Financial
Vice President since 1989      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; officer and/or director of some of the
                               other subsidiaries of Franklin Resources, Inc.; and officer and/
                               or director or trustee, as the case may be, of 51 of the
                               investment companies in Franklin Templeton Investments.
                               Age 41.

John R. Kay                    Vice President, Templeton Worldwide, Inc.; Assistant Vice
Vice President since 1994      President, Franklin Templeton Distributors, Inc.; Senior Vice
                               President, Franklin Templeton Services, LLC; officer of 23 of
                               the investment companies in Franklin Templeton Investments;
                               and formerly, Vice President and Controller, Keystone Group,
                               Inc. Age 61.

Murray L. Simpson              Executive Vice President and General Counsel, Franklin
Vice President and             Resources, Inc.; officer and/or director of some of the
Assistant Secretary since 2000 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). Age 64.

Barbara J. Green               Vice President and Deputy General Counsel, Franklin
Vice President since 2000 and  Resources, Inc.; Senior Vice President, Templeton Worldwide,
Secretary since 1996           Inc.; officer 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, U.S. Securities and
                               Exchange Commission (1986-1995), Attorney, Rogers & Wells
                               (until 1986), and Judicial Clerk, U.S. District Court (District of
                               Massachusetts) (until 1979). Age 54.


                                      9





       Name and Offices                              Principal Occupation
        with the Fund                         During the Past Five Years and Age
- ------------------------------ -----------------------------------------------------------------
                            

David P. Goss                  Associate General Counsel, Franklin Templeton Investments;
Vice President and             President, Chief Executive Officer and Director, Property
Assistant Secretary since 2000 Resources, Inc. and Franklin Properties, Inc.; officer and
                               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, Franklin Real Estate Income
                               Fund and Franklin Advantage Real Estate Income Fund (until
                               1996), Property Resources Equity Trust (until 1999) and
                               Franklin Select Realty Trust (until 2000). Age 54.

Bruce S. Rosenberg             Vice President, Franklin Templeton Services, LLC, and officer
Treasurer since 2000           of 19 of the investment companies in Franklin Templeton
                               Investments; and formerly, Senior Manager-Fund Accounting,
                               Templeton Global Investors, Inc. (1995-1996). Age 40.


 . INFORMATION ABOUT THE FUND

The Investment Manager.  The Investment Manager of the Fund is Franklin
Advisers, Inc., a California corporation with offices at One Franklin Parkway,
San Mateo, California 94403-1906. Pursuant to an investment management
agreement, the Investment Manager manages the investment and reinvestment of
Fund assets. The Investment Manager is a wholly owned subsidiary of Resources.

The Administrator.  The administrator of the Fund is Franklin Templeton
Services, LLC ("FT Services") with offices at One Franklin Parkway, San Mateo,
California 94403-1906. FT Services is a wholly owned subsidiary of Resources.
Pursuant to an administration agreement, FT Services performs certain
administrative functions for the Fund.

The Transfer Agent.  The transfer agent, registrar and dividend disbursement
agent for the Fund is Mellon Investor Services LLC, 85 Challenger Road,
Overpeck Centre, Ridgefield Park, New Jersey 07660.

The Custodian.  The custodian for the Fund is JP Morgan Chase Bank, MetroTech
Center, Brooklyn, New York 11245.

Other Matters.  The Fund's last audited financial statements and annual report,
dated August 31, 2001, are available free of charge. To obtain a copy, please
call 1-800/DIAL BEN(R) (1-800-342-5236) or forward a written request to
Franklin Templeton Investor Services, LLC, P.O. Box 33030, St. Petersburg,
Florida 33733-8030.

As of December 7, 2001, the Fund had 109,243,000 shares outstanding and total
net assets of $767,066,647. The Fund's shares are listed on the NYSE (Symbol:
GIM) and on the Pacific Exchange,

                                      10



Inc. From time to time, the number of shares held in "street name" accounts of
various securities dealers for the benefit of their clients may exceed 5% of
the total shares outstanding. To the knowledge of the Fund's management, as of
December 7, 2001, there were no other entities holding beneficially or of
record more than 5% of the Fund's outstanding shares.

In addition, to the knowledge of the Fund's management, as of December 7, 2001,
no nominee or Director of the Fund owned 1% or more of the outstanding shares
of the Fund, and the Directors and Officers of the Fund owned, as a group, less
than 1% of the outstanding shares of the Fund.

 . AUDIT COMMITTEE

The Board has a standing Audit Committee consisting of Messrs. Millsaps
(Chairman), Crothers, Hines and Tseretopoulos, all of whom are Independent
Directors and also are considered to be "independent" as that term is defined
by the NYSE's listing standards. The Audit Committee reviews the maintenance of
the Fund's records and the safekeeping arrangements of the Fund's custodian,
reviews both the audit and non-audit work of the Fund's independent auditors,
and submits a recommendation to the Board as to the selection of independent
auditors.

Selection of Independent Auditors.   Upon the recommendation of the Audit
Committee, the Board selected the firm of PricewaterhouseCoopers LLP ("PwC") as
independent auditors of the Fund for the current fiscal year. Representatives
of PwC are not expected to be present at the Meeting, but will have the
opportunity to make a statement if they wish, and will be available should any
matter arise requiring their presence.

Audit Fees.  The aggregate fees paid to PwC in connection with the annual audit
of the Fund's financial statements for the fiscal year ended August 31, 2001
were $37,095.

Financial Information Systems Design and Implementation Fees.  PwC did not
render any services with respect to financial information systems design and
implementation during the fiscal year ended August 31, 2001 either to the Fund,
the Fund's Investment Manager, or any entity controlling, controlled by, or
under common control with the Investment Manager that provides services to the
Fund.

All Other Fees.  The aggregate fees billed for all other non-audit services,
including fees for tax-related services, rendered by PwC to the Fund, the
Fund's Investment Manager, or any entity controlling, controlled by, or under
common control with the Investment Manager that provide services to the Fund
during the fiscal year ended August 31, 2001 were approximately $142,204. The
Audit Committee of the Fund has determined that provision of these non-audit
services is compatible with maintaining the independence of PwC.

                                      11



Audit Committee Report.  The Fund's Board of Directors has adopted and approved
a formal written charter for the Audit Committee, which sets forth the Audit
Committee's responsibilities. As required by the charter, the Audit Committee
reviewed the Fund's audited financial statements and met with management, as
well as with PwC, the Fund's independent auditors, to discuss the financial
statements.

The Audit Committee received the written disclosures and the letter from PwC
required by Independence Standards Board No. 1. The Audit Committee also
received the report of PwC regarding the results of their audit. In connection
with their review of the financial statements and the auditors' report, the
members of the Audit Committee discussed with a representative of PwC, their
independence, as well as the following: the auditors' responsibilities in
accordance with generally accepted auditing standards; the auditors'
responsibilities for information prepared by management that accompanies the
Fund's audited financial statements and any procedures performed and the
results; the initial selection of, and whether there were any changes in,
significant accounting policies or their application; management's judgments
and accounting estimates; whether there were any significant audit adjustments;
whether there were any disagreements with management; whether there was any
consultation with other accountants; whether there were any major issues
discussed with management prior to the auditors' retention; whether the
auditors encountered any difficulties in dealing with management in performing
the audit; and the auditors' judgments about the quality of the company's
accounting principles.

Based on its discussions with management and the Fund's auditors, the Audit
Committee did not become aware of any material misstatements or omissions in
the financial statements. Accordingly, the Audit Committee recommended to the
Board of Directors that the audited financial statements be included in the
Fund's Annual Report to shareholders for the fiscal year ended August 31, 2001
for filing with the U.S. Securities and Exchange Commission.

                                        AUDIT COMMITTEE

                                        Fred R. Millsaps (Chairman)
                                        Frank J. Crothers
                                        Andrew H. Hines, Jr.
                                        Constantine D. Tseretopoulos

                                      12



 . FURTHER INFORMATION ABOUT VOTING AND THE SHAREHOLDERS' MEETING

Solicitation of Proxies.  Your vote is being solicited by the Board of
Directors of the Fund. The cost of soliciting proxies, including the fees of a
proxy-soliciting agent, is borne by the Fund. The Fund reimburses brokerage
firms and others for their expenses in forwarding proxy material to the
beneficial owners and soliciting them to execute proxies. In addition, the Fund
may retain a professional proxy solicitation firm to assist with any necessary
solicitation of proxies. The Fund expects that the solicitation would be
primarily by mail, but also may include telephone, telecopy or oral
solicitations. If the Fund does not receive your proxy by a certain time you
may receive a telephone call from a proxy soliciting agent asking you to vote.
If professional proxy solicitors are retained, it is expected that soliciting
fees would be approximately $3,500, plus expenses. The Fund does not reimburse
Directors and Officers of the Fund, or regular employees and agents of the
Investment Manager involved in the solicitation of proxies. The Fund intends to
pay all costs associated with the solicitation and the Meeting.

Voting by Broker-Dealers.  The Fund expects that, before the Meeting,
broker-dealer firms holding shares of the Fund in "street name" for their
customers will request voting instructions from their customers and beneficial
owners. If these instructions are not received by the date specified in the
broker-dealer firms' proxy solicitation materials, the Fund understands that
NYSE Rules permit the broker-dealers to vote on the Proposal to be considered
at the Meeting on behalf of their customers and beneficial owners. Certain
broker-dealers may exercise discretion over shares held in their name for which
no instructions are received by voting these shares in the same proportion as
they vote shares for which they received instructions.

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

Methods of Tabulation.  The Proposal to elect Directors requires the
affirmative vote of the holders of a plurality of the Fund's shares present and
voting on the Proposal at the Meeting. Abstentions and broker non-votes will be
treated as votes not cast and, therefore, will not be counted for purposes of
obtaining approval of the Proposal.

Simultaneous Meetings.  The Meeting is to be held at the same time as the
annual meetings of shareholders of Templeton Emerging Markets Income Fund, Inc.
and Templeton China World Fund,

                                      13



Inc. It is anticipated that all meetings will be held simultaneously. If any
shareholder at the Meeting objects to the holding of a simultaneous meeting and
moves for an adjournment of the Meeting to a time promptly after the
simultaneous meeting, the persons designated as proxies will vote in favor of
such adjournment.

Adjournment.  In the event that a quorum is not present at the Meeting or, in
the event that a quorum is present but sufficient votes have not been received
to approve the Proposal, the Meeting may be adjourned to permit further
solicitation of proxies. The presiding officer of the Fund for the Meeting, the
secretary of the Meeting, or the persons designated as proxies may adjourn the
Meeting to permit further solicitation of proxies or for other reasons
consistent with Maryland law and the Fund's charter and by-laws. Unless
otherwise instructed by a shareholder granting a proxy, the persons designated
as
proxies may use their discretionary authority to vote as instructed by
management of the Fund on questions of adjournment.

Shareholder Proposals.  The Fund anticipates that its next annual meeting will
be held in February 2003. Shareholder proposals to be presented at the next
annual meeting must be received at the Fund's offices, 500 East Broward
Boulevard, Ft. Lauderdale, Florida 33394-3091, Attention: Secretary, no later
than September 30, 2002 in order to be included in the Fund's proxy statement
and proxy card relating to that meeting and presented at the meeting.
Submission of a proposal by a shareholder does not guarantee that the proposal
will be included in the proxy statement or presented at the meeting. A
shareholder who wishes to make a proposal at the 2003 Annual Meeting of
shareholders without including the proposal in the Fund's proxy statement
should notify the Fund, at the Fund's offices, of such proposal by December 14,
2002. If a shareholder fails to give notice by this date, then the persons
designated as proxy holders for proxies solicited by the Board for the 2003
Annual Meeting of shareholders may exercise discretionary voting power with
respect to any such proposal.

                                        By Order of the Board of Directors,

                                        Barbara J. Green
                                        Secretary

January 28, 2002


                                      14






                                                              TLGIM PROXY 01/02









                       TEMPLETON GLOBAL INCOME FUND, INC.
                ANNUAL MEETING OF SHAREHOLDERS - MARCH 4, 2002

The  undersigned  hereby  revokes all  previous  proxies for his/her  shares and
appoints  BARBARA J. GREEN,  BRUCE S.  ROSENBERG and LORI A. WEBER,  and each of
them,  proxies of the  undersigned  with full power of  substitution to vote all
shares of Templeton  Global Income Fund,  Inc. (the "Fund") that the undersigned
is entitled to vote at the Fund's Annual  Meeting (the  "Meeting") to be held at
500 East  Broward  Blvd.,  12th Floor,  Ft.  Lauderdale,  Florida at 10:00 a.m.,
Eastern  time,  on the 4th day of March 2002,  including  any  postponements  or
adjournments  thereof,  upon the matters set forth below,  and instructs them to
vote upon any matters that may properly be acted upon at the Meeting.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. IT WILL BE VOTED AS
SPECIFIED.  IF NO  SPECIFICATION  IS MADE,  THIS  PROXY  SHALL BE VOTED  FOR THE
PROPOSAL  (INCLUDING ALL NOMINEES FOR DIRECTORS).  IF ANY OTHER MATTERS PROPERLY
COME BEFORE THE  MEETING TO BE VOTED ON, THE PROXY HOLDERS WILL VOTE,  ACT AND
CONSENT ON THOSE MATTERS IN ACCORDANCE WITH THE VIEWS OF MANAGEMENT.

                 (CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)

                              FOLD AND DETACH HERE








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

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

Proposal - Election of Directors.


                                                  

     FOR all nominees               WITHHOLD          Nominees: 01 EDITH E. HOLIDAY, 02 GORDON S. MACKLIN
    listed (except as              AUTHORITY          AND 03 CONSTANTINE D. TSERETOPOULOS
   marked to the right)         to vote for all
                                nominees listed

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

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





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


SIGNATURE(S):                                             DATED         , 2002
             --------------------------------------------      ---------
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY. IF SIGNING FOR ESTATES,
TRUSTS OR CORPORATIONS, TITLE OR CAPACITY SHOULD BE STATED. IF SHARES ARE HELD
JOINTLY, EACH HOLDER SHOULD SIGN.

                              FOLD AND DETACH HERE