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 Section 240.14a-11(c) or Section 240.14a-12

TEMPLETON EMERGING MARKETS FUND, INC.
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(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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.

[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

[_] 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 transaction applies:

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

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

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[_] Fee paid previously with preliminary materials.

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

(1) Amount Previously Paid:

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

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(3) Filing Party:

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(4) Date Filed:

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Notes:

[LOGO OF FRANKLIN TEMPLETON]

TEMPLETON EMERGING MARKETS FUND, INC.
700 Central Avenue, St. Petersburg, Florida 33701-3628

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

FEBRUARY 20, 1996

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Templeton
Emerging Markets Fund, Inc. (the "Fund"), will be held at the Fund's offices,
700 Central Avenue, St. Petersburg, Florida 33701-3628 on Tuesday, February
20, 1996 at 10:00 A.M. (Eastern Standard Time) for the following purposes:

I. To elect five Directors of the Fund to hold office for the terms
specified and until their successors are elected and qualified.

II. To ratify or reject the selection of McGladrey & Pullen, LLP as
independent public accountants of the Fund for the fiscal year ending
August 31, 1996.

III. To transact such other business as may properly come before the Annual
Meeting.

Every Shareholder of record as of the close of business on January 4, 1996
will be entitled to vote.

By Order of the Board of Directors,

Thomas M. Mistele, Secretary

January 9, 1996

MANY SHAREHOLDERS HOLD SHARES IN MORE THAN ONE TEMPLETON FUND AND WILL HAVE
RECEIVED PROXY MATERIAL FOR EACH FUND OWNED. PLEASE SIGN AND PROMPTLY RETURN
EACH PROXY CARD IN THE SELF-ADDRESSED ENVELOPE THAT YOU RECEIVE REGARDLESS OF
THE NUMBER OF SHARES YOU OWN.

TEMPLETON EMERGING MARKETS FUND, INC.
700 Central Avenue, St. Petersburg, Florida 33701-3628

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

PROXY STATEMENT

SOLICITATION AND REVOCATION OF PROXIES

This Proxy Statement and Notice of Annual Meeting with accompanying form of
proxy are being mailed to Shareholders of Templeton Emerging Markets Fund,
Inc. (the "Fund") on or about January 9, 1995. THEY ARE BEING FURNISHED IN
CONNECTION WITH THE SOLICITATION OF PROXIES BY THE DIRECTORS OF THE FUND FOR
USE AT THE ANNUAL MEETING OF SHAREHOLDERS ON FEBRUARY 20, 1996, OR ANY
ADJOURNMENT THEREOF. The report for the fiscal year ended August 31, 1995,
including audited financial statements, will be provided without charge upon
request. Such requests should be addressed to Franklin Templeton Investor
Services, Inc., P.O. Box 33030, St. Petersburg, FL 33733-8030, or telephone 1-
800/DIAL BEN.

Shares represented by timely and properly executed proxies will be voted as
specified. Executed proxies that are unmarked will be voted in favor of the
nominees for Director and in favor of the proposals set forth in the attached
Notice of Annual Meeting. A proxy may be revoked at any time prior to its use.
In addition to revocation in any other manner permitted by law, a Shareholder
may revoke the proxy by an instrument in writing executed by the Shareholder
or his attorney authorized in writing or, if the Shareholder is a corporation,
under its corporate seal, by an officer or attorney thereof duly authorized,
and deposited either at the office of the Fund at any time up to and including
the last business day preceding the day of the Annual Meeting, or any
adjournment thereof, or with the chairman of such meeting on the day of the
Annual Meeting, or adjournment thereof.

The cost of soliciting proxies in the accompanying form, including the fees
of a proxy soliciting agent, will be borne by the Fund. In addition to
solicitation by mail, proxies may be solicited by Directors, officers and
regular employees and agents of the Fund without compensation therefor. The
Fund will reimburse brokerage firms and others for their expenses in
forwarding proxy material to the beneficial owners and soliciting them to
execute the proxies.

As of December 15, 1995, there were 16,424,395 Shares of the Fund
outstanding. Each Share of record as of the close of business on January 4,
1996 will be entitled to one vote on all matters presented at the Annual
Meeting.

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 Fund's knowledge, there are no other
entities holding beneficially or of record more than 5% of the Fund's
outstanding Shares.

As of December 15, 1995, the Fund had net assets of $238,989,447.

Shareholder proposals to be presented at the annual meeting in February,
1997 must be received at the Fund's office, 700 Central Avenue, St.
Petersburg, Florida 33701-3628, no later than September 1, 1996.

GENERAL INFORMATION

The Investment Manager of the Fund is Templeton Asset Management Ltd. - Hong
Kong Branch ("TAM" or the "Investment Manager"), a Singapore corporation with
offices at Two Exchange Square, Hong Kong. Pursuant to an Investment
Management Agreement dated October 30, 1992 and amended and restated as of
December 6, 1994, the Investment Manager manages the investment and
reinvestment of Fund resources. The Investment Manager is an indirect wholly-
owned subsidiary of Franklin Resources, Inc. ("Franklin"), a publicly owned
holding company, the principal shareholders of which are Charles B. Johnson
and Rupert H. Johnson, Jr., who own approximately 20.1% and 16%, respectively,
of Franklin's outstanding shares. Franklin is primarily engaged, through
various subsidiaries, in providing investment management, share distribution,
transfer agent and administrative services to a family of investment
companies.

Templeton Global Investors, Inc. ("TGII" or the "Business Manager"), Broward
Financial Centre, Suite 2100, Ft. Lauderdale, Florida 33394-3091, an indirect
wholly-owned subsidiary of Franklin, performs certain administrative functions
for the Fund pursuant to a Business Management Agreement.

The Fund's Shares are listed on the New York Stock Exchange (symbol EMF) and
on the Pacific Stock Exchange.

I. ELECTION OF DIRECTORS

The Board of Directors of the Fund is divided into three classes, each class
having a term of three years. Each year the term of office of one class will
expire. Harris J. Ashton, S. Joseph Fortunato and Nicholas F. Brady have been
nominated for three-year terms to expire at the 1999 Annual Meeting of
Shareholders, such terms to continue until their successors have been duly
elected and qualified. Charles B. Johnson has been nominated for a two-year
term to expire at the 1998 Annual Meeting of Shareholders and John Wm.
Galbraith has been nominated for a one-year term to expire at the 1997 Annual
Meeting of Shareholders, such terms to continue until their successors have
been duly elected and qualified.

The persons named in the accompanying form of proxy intend to vote at the
Annual Meeting (unless directed not to vote) in favor of the nominees named
below. All of the nominees and Directors are currently members of the Board of
Directors of the Fund. In addition, all nominees are also directors or
trustees of other investment companies in the Franklin Templeton Group.

All of the nominees listed below are available and have consented to serve
if elected. If any of the nominees should not be available, the persons named
in the proxy will vote in their discretion for another person or other persons
who may be nominated as Directors.

The following table provides information concerning each continuing Director
of the Fund and each nominee for election as a Director:

SHARES OWNED
BENEFICIALLY AND %
NAME, ADDRESS AND PRINCIPAL OCCUPATION DIRECTOR OF TOTAL OUTSTANDING
OFFICES WITH THE FUND DURING PAST FIVE YEARS AND AGE SINCE AS OF DECEMBER 15, 1995
--------------------- ------------------------------ -------- -----------------------

NOMINEES TO SERVE UNTIL
1999 ANNUAL MEETING
OF SHAREHOLDERS:

HARRIS J. ASHTON Chairman of the board, 1992 500(**)
Metro Center, president and chief
1 Station Place executive officer of
Stamford, Connecticut General Host
Director Corporation (nursery
and craft centers);
director of RBC
Holdings (U.S.A.) Inc.
(bank holding company)
and Bar-S Foods.
Age 63.

S. JOSEPH FORTUNATO Member of the law firm 1992 100(**)
200 Campus Drive of Pitney, Hardin, Kipp
Florham Park, New Jersey & Szuch; director of
Director General Host
Corporation (nursery
and craft centers).
Age 63.

NICHOLAS F. BRADY* Chairman, Templeton 1993 -0-
102 East Dover Street Emerging Markets
Easton, Maryland Investment Trust PLC;
Director chairman, Templeton
Latin American
Investment Trust PLC;
chairman of Darby
Overseas Investments,
Ltd. (an investment
firm), (1994-present);
director of the Amerada
Hess Corporation,
Capital Cities/ABC,
Inc., Christiana
Companies and the H.J.
Heinz Company;
Secretary of the United
States Department of
the Treasury (1988-
January 1993); chairman
of the board of Dillon,
Read & Co. Inc.
(investment banking)
prior thereto. Age 65.

DIRECTORS SERVING UNTIL
1998 ANNUAL MEETING
OF SHAREHOLDERS:

F. BRUCE CLARKE Retired; former credit 1987 245(**)
19 Vista View Blvd. adviser, National Bank
Thornhill, Ontario of Canada, Toronto.
Director Age 85.

ANDREW H. HINES, JR. Consultant, Triangle 1990 699(**)
150 2nd Avenue N. Consulting Group;
St. Petersburg, Florida chairman of the board
Director and chief executive
officer of Florida
Progress Corporation
(1982-February 1990)
and director of various
of its subsidiaries;
chairman and director
of Precise Power
Corporation; Executive-
In-Residence of Eckerd
College (1991-present);
director of Checkers
Drive-In Restaurants,
Inc. Age 72.

HARMON E. BURNS* Executive vice 1992 -0-
777 Mariners Island Blvd. president, secretary
San Mateo, California and director of
Director Franklin Resources,
Inc.; executive vice
president and director
of Franklin Templeton
Distributors, Inc.;
executive vice
president of Franklin
Advisors, Inc.;
officer and/or
director, as the case
may be, of other
subsidiaries of
Franklin Resources,
Inc. Age 50.

NOMINEE TO SERVE UNTIL
1998 ANNUAL MEETING
OF SHAREHOLDERS:

CHARLES B. JOHNSON* President and director 1995 -0-
777 Mariners Island Blvd. of Franklin Resources,
San Mateo, California Inc.; chairman of the
Chairman of the Board board and director of
and Vice President Franklin Advisers,
Inc. and Franklin
Templeton
Distributors, Inc.;
director of General
Host Corporation
(nursery and craft
centers) and Templeton
Global Investors,
Inc.; officer and/or
director, trustee or
managing general
partner, as the case
may be, of most other
subsidiaries of
Franklin Resources,
Inc. Age 63.

DIRECTORS SERVING UNTIL
1997 ANNUAL MEETING
OF SHAREHOLDERS:

FRED R. MILLSAPS Manager of personal 1990 1,150(**)
2665 NE 37th Drive investments (1978-
Ft. Lauderdale, Florida present); chairman and
Director chief executive
officer of Landmark
Banking Corporation
(1969-1978); financial
vice president of
Florida Power and
Light (1965-1969);
vice president of The
Federal Reserve Bank
of Atlanta (1958-
1965); director of
various other business
and nonprofit
organizations. Age 66.

BETTY P. KRAHMER Director or trustee of 1990 1,000(**)
2201 Kentmere Parkway various civic
Wilmington, Delaware associations; former
Director economic analyst, U.S.
Government. Age 66.

GORDON S. MACKLIN Chairman of White River 1993 2,000(0.01%)
2812 Burning Tree Road Corporation
Bethesda, Maryland (information
Director services); director of
Fund America
Enterprises Holdings,
Inc., Lockheed Martin
Corporation, MCI
Communications
Corporation, Fusion
Systems Corporation,
Infovest Corporation,
and Medimmune, Inc.;
formerly, chairman of
Hambrecht and Quist
Group, director of H&Q
Healthcare Investors
and president of the
National Association
of Securities Dealers,
Inc. Age 67.

NOMINEE TO SERVE UNTIL
1997 ANNUAL MEETING
OF SHAREHOLDERS:

JOHN Wm. GALBRAITH President of Galbraith 1995 64,426(0.39%)
360 Central Avenue Properties, Inc.
St. Petersburg, Florida (personal investment
Director company); director of
Gulfwest Banks, Inc.
(bank holding company)
(1995-present) and
Mercantile Bank (1991-
present); vice
chairman of Templeton,
Galbraith & Hansberger
Ltd. (1986-1992);
chairman of Templeton
Funds Management, Inc.
(1974-1991). Age 74.

- --------
* Messrs. Johnson, Burns and Brady are "interested persons" of the Fund as
that term is defined in the Investment Company Act of 1940. Mr. Brady and
Franklin Resources are both limited partners of Darby Overseas Partners,
L.P. ("Darby Overseas"). Mr. Brady established Darby Overseas in February,
1994, and is Chairman and a shareholder of 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. Mrs.
Krahmer and Messrs. Clarke, Hines, Galbraith, Ashton, Fortunato, Macklin
and Millsaps are not "interested persons" of the Fund.
** Less than 0.01%.

REMUNERATION OF DIRECTORS AND OFFICERS

Each fund in the Templeton Family of Funds pays its independent
directors/trustees and Mr. Brady an annual retainer and/or fees for attendance
at board and committee meetings, the

amount of which is based on the level of assets in the fund. Accordingly, the
Fund pays the Independent Directors and Mr. Brady an annual retainer of $2,500
and a fee of $200 per meeting of the Board and its committees attended.
Directors are reimbursed for any expenses incurred in attending meetings. The
direct aggregate and total remuneration (including reimbursements of such
expenses) paid to all Directors as a group for the fiscal year ended August
31, 1995, under the Director compensation arrangement then in effect was
$35,000. The Investment Manager and its affiliates pay the salaries and
expenses of the Fund's officers. No pension or retirement benefits are accrued
as part of Fund expenses.

The following table shows the total compensation paid to the independent
Directors and Mr. Brady by the Fund and by all investment companies in the
Franklin Templeton Group:

NUMBER OF FRANKLIN TOTAL COMPENSATION FROM
AGGREGATE COMPENSATION TEMPLETON FUND BOARDS ALL FUNDS IN FRANKLIN
NAME OF DIRECTOR FROM THE FUND* ON WHICH DIRECTOR SERVES TEMPLETON GROUP**
---------------- ---------------------- ------------------------ -----------------------

Harris J. Ashton........ $2,975 56 $327,925
Nicholas F. Brady....... 2,975 24 98,225
F. Bruce Clarke......... 3,475 20 83,350
S. Joseph Fortunato..... 2,975 58 344,745
John Wm. Galbraith...... 825 23 70,100
Andrew H. Hines, Jr..... 3,475 24 106,325
Betty P. Krahmer........ 2,975 24 93,475
Gordon S. Macklin....... 2,975 53 321,525
Fred R. Millsaps........ 3,475 24 104,325

- --------
* For the fiscal year ended August 31, 1995.
** For the calendar year ended December 31, 1995.

Certain officers of the Fund are shareholders of Franklin Resources, Inc.
and may be deemed to receive indirect remuneration by virtue of their
participation in the management fees and other fees received from the Franklin
Templeton Group by the Investment Manager and its affiliates.

There are no family relationships among any of the Directors or nominees for
Directors.

Under the securities laws of the United States, the Fund's Directors, its
officers, and any persons holding more than ten percent of the Fund's Shares,
as well as affiliated persons of the Investment Manager, are required to
report their ownership of the Fund's Shares and any changes in that ownership
to the Securities and Exchange Commission and the New York Stock Exchange.
Specific due dates for these reports have been established and the Fund is
required to report in this Proxy Statement any failure to file by these dates
during 1995. All of these filing requirements were satisfied except the
Initial Statement of Beneficial Ownership of Securities filed on behalf of the
Investment Manager and certain of its affiliates, which were inadvertently
filed late. In making these statements, the Fund has relied on the written
representations of the persons affected and copies of the reports that they
have filed with the Securities and Exchange Commission.

The Fund has a standing Audit Committee consisting of Messrs. Millsaps,
Clarke, Hines and Galbraith, all of whom are independent Directors of the
Fund. The Audit Committee reviews both the audit and nonaudit work of the
Fund's independent public accountants, submits a recommendation to the Board
of Directors as to the selection of independent public accountants, and
reviews generally the maintenance of the Fund's records and the safekeeping
arrangements of the Fund's custodian. The Board has established a Nominating
and Compensation Committee consisting of Messrs. Hines and Macklin. The
Nominating and Compensation Committee is responsible for the selection,
nomination for appointment and election of candidates to serve as independent
Directors of the Fund. The Nominating and Compensation Committee will review
Shareholders' nominations to fill vacancies on the Board, if such nominations
are in writing and addressed to the Committee at the Fund's headquarters.
However, the Committee expects to be able to identify from its own resources
an ample number of qualified candidates.

During the fiscal year ended August 31, 1995, there were four meetings of
the Board of Directors, one meeting of the Audit Committee and three meetings
of the Nominating and Compensation Committee. Each of the Directors then in
office attended at least 75% of the total number of meetings of the Board of
Directors throughout the period. There was 100% attendance at the meetings of
the Audit Committee and the Nominating and Compensation Committee.

As of December 15, 1995, the Directors and officers of the Fund as a group
owned 71,923 shares or less than 1% of the Fund's outstanding shares.

EXECUTIVE OFFICERS OF FUND

Officers of the Fund are appointed by the Directors and serve at the pleasure
of the Board. The executive officers are:

NAME, ADDRESS AND PRINCIPAL OCCUPATION
OFFICES WITH THE FUND DURING PAST FIVE YEARS AND AGE
--------------------- ------------------------------

CHARLES B. JOHNSON.......... As shown under Proposal 1, "Election of
777 Mariners Island Blvd. Directors"
San Mateo, CA
Chairman since 1995
and Vice president
since 1992

J. MARK MOBIUS.............. Managing director of TAM; portfolio
Two Exchange Square manager for various Templeton advisory
Hong Kong affiliates; president of International
President Investment Trust Company Limited
since 1987 (investment manager of Taiwan R.O.C.
fund) (1986-1987); director of Vickers da
Costa, Hong Kong (1983-1986).
Age 59.

MARK G. HOLOWESKO........... President and director of Templeton Global
Lyford Cay Advisors Limited; chief investment
Nassau, Bahamas officer of the global equity group for
Vice president Templeton Worldwide, Inc.; president or
since 1989 vice president of other Templeton Funds;
investment administrator with Roy West
Trust Corporation (Bahamas) Limited
(1984-1985). Age 35.

MARTIN L. FLANAGAN.......... Senior vice president, treasurer and chief
777 Mariners Island Blvd. financial officer of Franklin Resources,
San Mateo, CA Inc.; director and executive vice
Vice president president of Templeton Investment
since 1989 Counsel, Inc.; director, president, and
chief executive officer of TGII; director
or trustee and president or vice
president of various Templeton Funds;
accountant with Arthur Andersen & Company
(1982-1983); and a member of the
International Society of Financial
Analysts and the American Institute of
Certified Public Accountants. Age 35.

JOHN R. KAY................. Vice president of the Templeton Funds;
500 East Broward Blvd. vice president and treasurer of TGII and
Fort Lauderdale, FL Templeton Worldwide Inc.; assistant vice
Vice president president of Franklin Templeton
since 1994 Distributors, Inc.; formerly, vice
president and controller of the Keystone
Group, Inc. Age 55.

JAMES R. BAIO............... Treasurer of the Templeton Funds; senior
500 East Broward Blvd. vice president of Templeton Worldwide,
Fort Lauderdale, FL Inc., TGII and Templeton Funds Trust
Treasurer Company; senior tax manager of Ernst &
since 1994 Young (certified public accountants)
(1977-1989). Age 41.

NAME, ADDRESS AND PRINCIPAL OCCUPATION
OFFICES WITH THE FUND DURING PAST FIVE YEARS AND AGE
--------------------- ------------------------------

THOMAS M. MISTELE........... Senior vice president of TGII; vice
700 Central Avenue president of Franklin Templeton
St. Petersburg, FL Distributors, Inc.; secretary of the
Secretary Templeton Funds; attorney, Dechert
since 1989 Price & Rhoads (1985-1988) and
Freehill, Hollingdale & Page (1988);
judicial clerk, U.S. District Court
(Eastern District of Virginia) (1984-
1985). Age 42.

II. RATIFICATION OR REJECTION OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS

McGladrey & Pullen, LLP, 555 Fifth Avenue, New York, New York 10017, have
been the independent public accountants for the Fund since its inception in
February, 1987, and have examined the Fund's financial statements for the
fiscal year ended August 31, 1995, and in connection therewith have reported
on the financial statements of the Fund and reviewed certain filings of the
Fund with the Securities and Exchange Commission. At a meeting held on October
21, 1995, upon recommendation of the Audit Committee, the Board of Directors,
including a majority of those Directors who are not interested persons of the
Fund, selected McGladrey & Pullen, LLP as independent public accountants for
the Fund for the fiscal year ending August 31, 1996, subject to ratification
by the Shareholders at the Annual Meeting.

The Fund is advised that neither the firm of McGladrey & Pullen, LLP nor any
of its members have any material direct or indirect financial interest in the
Fund. Representatives of McGladrey & Pullen, LLP are not expected to be
present at the Annual Meeting, but have been given the opportunity to make a
statement if they so desire, and will be available should any matter arise
requiring their presence.

The Board of Directors recommends that the Shareholders vote in favor of
ratifying the selection of McGladrey & Pullen, LLP as independent public
accountants for the Fund for the fiscal year ending August 31, 1996.

III. OTHER BUSINESS

The Board of Directors knows of no other business to be presented at the
Annual Meeting. If any additional matters should be properly presented, the
enclosed proxy will be voted in accordance with the judgment of the persons
named in the proxy.

ADJOURNMENT

In the event that sufficient votes in favor of the proposals set forth in
the Notice of Annual Meeting and Proxy Statement are not received by the time
scheduled for the Annual Meeting, the persons named as proxies may move one or
more adjournments of the Annual Meeting to permit further solicitation of
proxies with respect to any such proposals. Any such adjournment will require
the affirmative vote of a majority of the Shares present at the Annual
Meeting. The persons named as proxies will vote in favor of such adjournment
those Shares which they are entitled to vote which voted in favor of such
proposals. They will vote against such adjournment those proxies required to
be voted against such proposals.

VOTES REQUIRED

The presence in person or by proxy of the holders of a majority of the
outstanding Shares is required to constitute a quorum at the Annual Meeting.
The election of Directors, as set forth in Proposal I, will require the
affirmative vote of the holders of a plurality of the Fund's Shares present at
the meeting. Ratification of the selection of the independent public
accountants, as set forth in Proposal II, will require the affirmative vote of
the holders of a majority of the Fund's Shares present at the meeting.

If the accompanying form of proxy is executed properly and returned, Shares
represented by it will be voted at the meeting in accordance with the
instructions on the proxy. However, if no instructions are specified, Shares
will be voted in favor of the Directors named in Proposal I and in favor of
Proposal II. For purposes of determining the presence of a quorum for
transacting business at the Meeting, abstentions and broker "non-votes" will
be treated as Shares that are present but have not been voted. For this
reason, abstentions and broker "non-votes" will have the effect of "no" votes
for purposes of obtaining approval of Proposal I and Proposal II.

YOU ARE URGED TO FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY.

By Order of the Board of Directors,

Thomas M. Mistele, Secretary

January 9, 1996

TEMPLETON EMERGING MARKETS FUND, INC.
ANNUAL MEETING OF SHAREHOLDERS, FEBRUARY 20, 1996
PLEASE VOTE PROMPTLY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints THOMAS M. MISTELE, JAMES R. BAIO and JOHN R.
KAY, and each of them, with full power of substitution, as proxies to vote for
and in the name, place, and stead of the undersigned at the Annual Meeting of
Shareholders of Templeton Emerging Markets Fund, Inc. (the "Fund"), to be held
at the Fund's offices, 700 Central Avenue, St. Petersburg, Florida 33701-3628 on
Tuesday, February 20, 1996 at 10:00 a.m. EDT, and any adjournment thereof,
according to the number of votes and as fully as if personally present.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER (OR NOT VOTED) AS
SPECIFIED. IF NO SPECIFICATION IS MADE, THE PROXY WILL BE VOTED FOR ALL
NOMINEES FOR DIRECTOR IN ITEM 1, AND IN FAVOR OF ITEM 2, AND WITHIN THE
DISCRETION OF THE PROXYHOLDERS AS TO ITEM 3.

- ---------------------------------------------------- ----------, 1996
SIGNATURE(S) DATE

PLEASE SIGN THIS PROXY AND SIGN EXACTLY AS YOUR NAME APPEARS HEREON. IF MORE
THAN ONE OWNER IS REGISTERED AS SUCH, ALL MUST SIGN. IF SIGNING AS ATTORNEY,
EXECUTOR, TRUSTEE OR ANY OTHER REPRESENTATIVE CAPACITY, OR AS A CORPORATE
OFFICER, PLEASE GIVE FULL TITLE.

(Continued on other side)

FOLD AND DETACH HERE

Please mark boxes ____ or X in blue or black ink.
---
I plan to
attend meeting

_______

The Board of Directors Recommends a vote FOR items 1 and 3.

Item 1-Election of Directors

FOR all nominees WITHHOLD Nominees: Harris J. Ashton, S. Joseph
listed (except as AUTHORITY Fortunato, Nicholas F. Brady, John Wm.
marked below) to vote for Galbraith and Charles B. Johnson.
all nominees
listed
-------- --------
To withhold authority to vote for any
individual nominee, write that
nominee's names on the line below.

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

Item 2-Ratification of the selection Item 3-In their discretion, the
of McGladrey & Pullen, LLP, as Proxyholders are authorized to
independent public accountants for vote on any such other matters
the Fund for the fiscal year ending which may legally come before the
August 31, 1996. Meeting and any adjournment
thereof.

FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN

___ ____ _______ ____ ____ ______

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