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 RUSSIA 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:

[GRAPHIC OMITTED]

TEMPLETON RUSSIA AND EAST EUROPEAN FUND, INC.*

IMPORTANT SHAREHOLDER INFORMATION

These materials are for the Annual Meeting of Shareholders scheduled for August
27, 2002 at 11:00 a.m. Eastern time. The enclosed materials discuss the
proposal (the "Proposal") to be voted on at the meeting, and contain the Notice
of Meeting, 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 Templeton Russia and East European Fund, Inc. (the "Fund").
If you specify a vote for the Proposal, your proxy will be voted as you
indicate. If you simply sign and date the proxy card, but do not specify a vote
for the Proposal, your proxy will be voted FOR the Proposal.

WE URGE YOU TO SPEND A FEW MINUTES REVIEWING THE PROPOSAL IN THE PROXY
STATEMENT. THEN, PLEASE FILL OUT THE PROXY CARD AND RETURN IT TO US SO THAT WE
KNOW HOW YOU WOULD LIKE TO VOTE. WHEN SHAREHOLDERS RETURN THEIR PROXIES
PROMPTLY, THE FUND MAY BE ABLE TO SAVE MONEY BY NOT HAVING TO CONDUCT
ADDITIONAL MAILINGS.

WE WELCOME YOUR COMMENTS. IF YOU HAVE ANY QUESTIONS, CALL FUND INFORMATION AT
1-800/DIAL BEN (REGISTERED TRADEMARK) (1-800-342-5236).

*Known as "Templeton Russia Fund, Inc." until July 31, 2002.

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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.
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[GRAPHIC OMITTED]

TEMPLETON RUSSIA AND EAST EUROPEAN FUND, INC.*

NOTICE OF 2002 ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting of Shareholders (the "Meeting") of Templeton Russia and East
European Fund, Inc.* (the "Fund") will be held at the Fund's offices, 500 East
Broward Boulevard, 12th Floor, Fort Lauderdale, Florida 33394-3091 on August
27, 2002 at 11:00 a.m. Eastern time.

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

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

By Order of the Board of Directors,

Barbara J. Green,
Secretary

July 1, 2002

* Known as "Templeton Russia Fund, Inc." until July 31, 2002.

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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 RUSSIA AND EAST EUROPEAN FUND, INC.*

PROXY STATEMENT

- - INFORMATION ABOUT VOTING

WHO IS ELIGIBLE TO VOTE?

Shareholders of record at the close of business on June 14, 2002 are
entitled to be present and to vote at the Meeting or any adjourned Meeting.
Each share of record is entitled to one vote on each matter presented at
the Meeting. The Notice of Meeting, the proxy card, and the proxy statement
were first mailed to shareholders of record on or about July 1, 2002.

ON WHAT ISSUE AM I BEING ASKED TO VOTE?

You are being asked to vote on the election of four Nominees to the
position of Director (the "Proposal").

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

The Directors unanimously recommend that you vote FOR the election of the
four 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 do not 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.

- ----------
* Known as "Templeton Russia Fund, Inc." until July 31, 2002.

- - THE PROPOSAL: ELECTION OF DIRECTORS

HOW ARE NOMINEES SELECTED?

The Board of Directors of the Fund (the "Board" or the "Directors") has a
Nominating and Compensation Committee (the "Committee") consisting of
Andrew H. Hines, Jr. (Chairman), Frank J. Crothers, Edith E. Holiday and
Gordon S. Macklin, none of whom is an "interested person" as defined by the
Investment Company Act of 1940, as amended (the "1940 Act"). Directors who
are not interested persons of the Fund are referred to as the "Independent
Directors." The Committee is responsible for the selection and nomination
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 has a term of three
years. Each year the term of office of one class expires. This year, the
terms of four Directors expire. Harris J. Ashton, Nicholas F. Brady, S.
Joseph Fortunato 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. Among these Directors, only Nicholas F. Brady is deemed to be an
"interested person" for purposes of the 1940 Act. Directors who are
"interested persons" are referred to as the "Interested Directors." 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 (Registered Trademark) funds and/or Templeton (Registered
Trademark) 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 17.6%
and 14.5%, 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, Chairman of the Board, Director and Vice
President of the Fund, and Rupert H. Johnson, Jr., Vice President of the
Fund. There are no other family relationships among any of the Directors or
nominees for Director.

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.

Listed below, for each nominee and Director, are their name, age and address,
as well as their position and length of service with the Fund, principal
occupation during the past five years, the number of portfolios in the Franklin
Templeton fund complex that they oversee, and any other directorships held by
the Director.

NOMINEES FOR INDEPENDENT DIRECTOR TO SERVE UNTIL 2005 ANNUAL MEETING OF
SHAREHOLDERS

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

HARRIS J. ASHTON (69) Director Since 1994 133 Director, RBC Holdings,
500 East Broward Blvd. Inc. (bank holding
Suite 2100 company) and Bar-S Foods
Fort Lauderdale, FL 33394-3091 (meat packing company).

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Director of various companies; and FORMERLY, President, Chief Executive Officer
and Chairman of the Board, General Host Corporation (nursery and craft centers)
(until 1998).
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S. JOSEPH FORTUNATO (69) Director Since 1994 134 None
500 East Broward Blvd.
Suite 2100
Fort Lauderdale, FL 33394-3091

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Member of the law firm of Pitney, Hardin, Kipp & Szuch.
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CONSTANTINE D. TSERETOPOULOS (48) Director Since 1997 18 None
500 East Broward Blvd.
Suite 2100
Fort 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).
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NOMINEE FOR INTEREST DIRECTOR TO SERVE UNTIL 2005 ANNUAL MEETING OF
SHAREHOLDERS

**NICHOLAS F. BRADY (72) Director Since 1994 63 Director, Amerada Hess
500 East Broward Blvd. Corporation (exploration
Suite 2100 and refining of oil and
Fort Lauderdale, FL 33394-3091 gas); C2, Inc. (operating
and 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).
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INDEPENDENT DIRECTORS SERVING UNTIL 2004 ANNUAL MEETING OF SHAREHOLDERS:

ANDREW H. HINES, JR. (79) Director Since 1994 28 None
500 East Broward Blvd.
Suite 2100
Fort 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.
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EDITH E. HOLIDAY (50) Director Since 1996 82 Director, Amerada Hess
500 East Broward Blvd. Corporation (exploration
Suite 2100 and refining of oil and
Fort Lauderdale, FL 33394-3091 gas); Hercules
Incorporated (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);
Digex Incorporated (web
hosting provider); 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).
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INTERESTED DIRECTORS SERVING UNTIL 2004 ANNUAL MEETING OF SHAREHOLDERS:

**MARTIN L. FLANAGAN (41) Director Since 1994 6 None
One Franklin Parkway and Vice
San Mateo, CA 94403-1906 President

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 52 of the
investment companies in Franklin Templeton Investments.
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**CHARLES B. JOHNSON (69) Chairman Chairman of the 133 None
One Franklin Parkway of the Board and Director
San Mateo, CA 94403-1906 Board, since 1995 and
Director Vice President
and Vice since 1994
President

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; and officer
and/or director or trustee, as the case may be, of some of the other
subsidiaries of Franklin Resources, Inc.; and officer of 48 of the investment
companies in Franklin Templeton Investments.
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INDEPENDENT DIRECTORS SERVING UNTIL 2003 ANNUAL MEETING OF SHAREHOLDERS:

FRANK J. CROTHERS (57) Director Since 1998 17 None
500 East Broward Blvd.
Suite 2100
Fort 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.; and Director and
President, Provo Power Company Ltd.; and director of various other business and
nonprofit organizations.
- ---------------------------------------------------------------------------------------------------------------
BETTY P. KRAHMER (72) Director Since 1994 22 None
500 East Broward Blvd.
Suite 2100
Fort 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 1994 133 Director, White Mountains
500 East Broward Blvd. Insurance Group, Ltd.
Suite 2100 (holding company);
Fort Lauderdale, FL 33394-3091 Martek Biosciences
Corporation; 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 1994 28 None
500 East Broward Blvd.
Suite 2100
Fort 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).
- --------------------------------------------------------------------------------------------------------------------

INTERESTED DIRECTORS SERVING UNTIL 2003 ANNUAL MEETING OF SHAREHOLDERS:

**HARMON E.BURNS (57) Director Director since 33 None
One Franklin Parkway and Vice 1994 and Vice
San Mateo, CA 94403-1906 President President since
1996

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Vice Chairman, Member - Office of the Chairman and Director, Franklin Resources,
Inc.; Vice President, 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
some of the other subsidiaries of Franklin Resources, Inc.; and officer of 51 of
the investment companies in Franklin Templeton Investments.
- ----------------------------------------------------------------------------------------------------------------

* We base the number of portfolios on each separate series of the
registered investment companies comprising the Franklin Templeton
Investments fund complex. These portfolios have a common investment
adviser or affiliated investment advisers, and may also share a common
underwriter.

** Nicholas F. Brady, Harmon E. Burns, Martin L. Flanagan, and Charles B.
Johnson, are "interested persons" of the Fund as defined by the 1940 Act.
The 1940 Act limits the percentage of interested persons that can comprise
a fund's board of directors. Mr. Johnson is considered an interested person
of the Fund due to his position as an officer and director and major
shareholder of Resources, which is the parent company of the Fund's
Investment Manager, and his position with the Fund. Mr. Burns' status as an
interested person results from his position as an officer and director of
Resources, which is the parent company of the Fund's Investment Manager,
and his position with the Fund. Mr. Flanagan's status as an interested
person results from his position as an officer of Resources, which is the
parent company of the Fund's Investment Manager, 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. 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 Puivate 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 Resources. The remaining nominees and Directors of
the Fund are Independent Directors.

The following tables provide the equity securities of Fund and of funds in
Franklin Templeton Investments beneficially owned by the Directors as of March
31, 2002.

INDEPENDENT DIRECTORS

AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES IN
ALL FUNDS OVERSEEN BY THE
DIRECTOR IN THE FRANKLIN
DOLLAR RANGE OF EQUITY TEMPLETON INVESTMENTS
NAME OF DIRECTOR SECURITIES IN THE FUND FUND COMPLEX
- -----------------------------------------------------------------------------------------------

Harris J. Ashton $10,000 - $50,000 Over $100,000
Frank J. Crothers None Over $100,000
S. Joseph Fortunato $10,000 - $50,000 Over $100,000
Andrew H. Hines, Jr. None Over $100,000
Edith E. Holiday $1 - $10,000 Over $100,000
Betty P. Krahmer $10,001 - $50,000 Over $100,000
Gordon S. Macklin $50,001 - $100,000 Over $100,000
Fred R. Millsaps None Over $100,000
Constantine D. Tseretopoulos None Over $100,000

INTERESTED DIRECTORS

Nicholas F. Brady $10,000 - $50,000 Over $100,000
Harmone E. Burns None Over $100,000
Martin L. Flanagan None Over $100,000
Charles B. Johnson Over $100,000 Over $100,000

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 Templeton Asset Management Ltd., 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 $100 per Board meeting attended. Directors
serving on the Audit Committee of the Fund and other funds 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 March 31, 2002, there were six meetings of the
Board, three meetings of the Audit Committee, and three 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 by the Investment Manager and its
affiliates from the funds in Franklin Templeton Investments. 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.

NUMBER OF BOARDS IN
TOTAL COMPENSATION FRANKLIN TEMPLETON
AGGREGATE FROM FRANKLIN INVESTMENTS FUND
COMPENSATION TEMPLETON INVESTMENTS COMPLEX ON WHICH
NAME OF DIRECTOR FROM THE FUND* FUND COMPLEX** DIRECTOR SERVICES ***
- ----------------------------------------------------------------------------------------------------

Harris J. Ashton $2,500 $353,221 48
Nicholas F. Brady 2,500 134,500 18
Frank J. Crothers 2,516 92,000 14
S. Joseph Fortunato 2,500 352,380 49
Andrew H. Hines, Jr. 2,512 201,500 19
Edith E. Holiday 2,500 254,670 28
Betty P. Krahmer 2,500 134,500 18
Gordon S. Macklin 2,500 353,221 48
Fred R. Millsaps 2,512 201,500 19
Constantine D. 2,522 94,500 15
Tseretopoulos

- -------------------------
* Compensation received for the fiscal year ended March 31, 2002.
** For the calendar year ended December 31, 2001.
*** We base the number of boards on number of registered investment companies in
Franklin Templeton Investments fund complex. 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
155 U.S. based funds or series.

The table above indicates the total fees paid to Directors by the Fund
individually, and by all of the funds in Franklin Templeton Investments. These
Directors also serve as directors or trustees of other funds in companies that
are part of ranklin empleton Investments, many of which hold meetings at
different dates and times. The Directors and the Fund's management believe that
having the same individuals erving on the boards of many of the funds in
Franklin Templeton Investments 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 funds in Franklin Templeton Investments, 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 the 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 the 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.

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 are their name, age and
address, as well as their position and length of service with the Fund, and
principal occupation during the past five years.

NAME, AGE AND ADDRESS POSITION LENGTH OF TIME SERVED
- -------------------------------------------------------------------------------
CHARLES B.JOHNSON Chairman of the Chairman of the Board
Board, Director and and Director since 1995
Vice President and Vice President
since 1994

Please refer to the table "Interested Directors serving until 2004 Annual
Meeting of Shareholders" for additional information about Mr. Charles B.
Johnson.
- -------------------------------------------------------------------------------
MARK MOBIUS (65) President Since 1994
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).
- ------------------------------------------------------------------- -----------

NAME, AGE AND ADDRESS POSITION LENGTH OF TIME SERVED
- -------------------------------------------------------------------------------
RUPERT H. JOHNSON, JR. (61) Vice President Since 1996
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 51 of the investment companies in Franklin
Templeton Investments.
- -------------------------------------------------------------------------------
HARMON E. BURNS Director and Director since 1994
Vice President and Vice President
since 1996

Please refer to the table "Interested Directors serving until 2003 Annual
Meeting of Shareholders" for additional information about Mr. Harmon E. Burns.
- -------------------------------------------------------------------------------
CHARLES E. JOHNSON (45) Vice President Since 1996
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.;
officer and/or director of some of the other subsidiaries of Franklin Resources,
Inc.; and officer of 34 of the investment companies in Franklin Templeton
Investments.
- -------------------------------------------------------------------------------
JEFFREY A. EVERETT (38) Vice President Since 2001
P.O. Box N-7759
Lyford Cay, Nassau
Bahamas

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
President and Director, Templeton Global Advisors Limited; officer of 18 of the
investment companies in Franklin Templeton Investments; and formerly, Investment
Officer, First Pennsylvania Investment Research (until 1989).
- -------------------------------------------------------------------------------

NAME, AGE AND ADDRESS POSITION LENGTH OF TIME SERVED
- -------------------------------------------------------------------------------
MARTIN L. FLANAGAN Director and Director and Vice
Vice President President since 1994

Please refer to the table "Interested Directors serving until 2004 Annual
Meeting of Shareholders" for additional information about Mr. Martin L.
Flanagan.
- -------------------------------------------------------------------------------
JOHN R. KAY (61) Vice President Since 1994
500 East Broward Blvd.
Suite 2100
Fort 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 subsidaries of Franklin
Resources, Inc. and of 23 of the investment companies in Franklin Templeton
Investments; and FORMERLY, Vice President and Controller, Keystone Group, Inc.
- -------------------------------------------------------------------------------
MURRAY L. SIMPSON (64) Vice President and Since 2000
One Franklin Parkway Assistant Secretary
San Mateo, CA
94403-1906

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 53 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).
- -------------------------------------------------------------------------------
BARBARA J. GREEN (54) Vice President and Vice President since
One Franklin Parkway Secretary 2000 and Secretary
San Mateo, CA since 1996
94403-1906

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:

Vice President and Deputy General Counsel, Franklin Resources, Inc.; and Senior
Vice President, Templeton Worldwide, Inc.; officer of 53 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).
- -------------------------------------------------------------------------------

NAME, AGE AND ADDRESS POSITION LENGTH OF TIME SERVED
- -------------------------------------------------------------------------------
DAVID P. GOSS (55) Vice President and Since 2000
One Franklin Parkway Assistant Secretary
San Mateo, CA
94403-1906

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 53 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).
- -------------------------------------------------------------------------------
MICHAEL O. MAGDOL (65) Vice President Since May 2002
600 5th Avenue AML Compliance
Rockefeller Center
New York, NY 10048-0772

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Vice Chairman, Chief Financial Officer and Director, Fiduciary Trust Company
International; and officer of 40 of the investment companies in Franklin
Templeton Investments.
- -------------------------------------------------------------------------------
BRUCE S. ROSENBERG (40) Treasurer Since 2000
500 East Broward Blvd.
Suite 2100
Fort Lauderdale, FL
33394-3091

PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Vice President, Franklin Templeton Services, LLC; and officer of some of the
subsidaries of Franklin Resources, Inc. and of 19 of the investment companies in
Franklin Templeton Investments.
- -------------------------------------------------------------------------------

- - INFORMATION ABOUT THE FUND

THE FUND'S NAME. At a Special Meeting of Shareholders convened on March 28,
2002 and adjourned and reconvened on April 15, 2002, shareholders approved
a change in the Fund's name from "Templeton Russia Fund, Inc." to
"Templeton Russia and East European Fund, Inc.," consistent with certain
changes in the Fund's investment policies that were also approved by
shareholders. The change in the Fund's name and the corresponding changes
in the Fund's investment policies will become effective on July 31, 2002.

THE INVESTMENT MANAGER. The Investment Manager of the Fund is Templeton
Asset Management Ltd., a Singapore company, with an office at 7 Temasek
Blvd., Suntec Tower One, #38-03, Singapore 03987. Pursuant to an investment
management agreement, the Investment Manager manages the investment and
reinvestment of Fund assets. The Investment Manager is an indirect, 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 an indirect, wholly owned
subsidiary of Resources. Pursuant to an administration agreement, FT
Services performs certain administrative functions for the Fund. In
addition, FT Services and the Fund have entered into a sub-administration
agreement with Princeton Administrators, L.P. ("Princeton"), pursuant to
which Princeton, subject to FT Services' supervision, is responsible for
various administrative functions for the Fund. Princeton is an affiliate of
Merrill Lynch, Pierce, Fenner & Smith, Inc., an initial underwriter of the
Fund's shares, and Princeton's address is P.O. Box 9011, Princeton, New
Jersey 08543-9011.

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 JPMorgan Chase Bank, MetroTech
Center, Brooklyn, New York 11245.

OTHER MATTERS. The Fund's last audited financial statements and annual
report, dated March 31, 2002 are available free of charge. To obtain a
copy, please call 1-800/DIAL BEN (Registered Trademark) (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 June 14, 2002, the Fund had 5,368,786 shares outstanding and total
net assets of $121,718,449. The Fund's shares are listed on the NYSE
(Symbol: TRF). 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 June 14, 2002, 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 June
14, 2002, 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 March
31, 2002 were $79,000.

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 March 31, 2002 to the Fund
or entities affiliated with the Fund that provide services to the Fund.

ALL OTHER FEES. PwC did not render any non-audit services, including fees
for tax-related services, to the Fund or entities affiliated with the Fund
that provide services to the Fund for the fiscal year ended March 31, 2002.

AUDIT COMMITTEE REPORT. The Board has adopted and approved a formal written
charter for the Audit Committee, which sets forth the Audit Committee's
responsibilities. The charter was filed with the proxy statement for the
Fund's 2001 Annual Meeting of Shareholders.

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 its 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 that the audited financial statements be included in the
Fund's Annual Report to Shareholders for the fiscal year ended March 31,
2002 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

- - FURTHER INFORMATION ABOUT VOTING AND THE 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 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 will all be 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 present at the Meeting, but will not be treated as
votes cast. Abstentions and broker non-votes, therefore, will have no
effect on the Proposal.

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 Articles of
Incorporation 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 the 2003 Annual Meeting of
Shareholders will be held in August 2003. A shareholder who wishes to
submit a proposal for consideration for inclusion in the Fund's proxy
statement for the 2003 Annual Meeting of Shareholders must send such
written proposal to the Fund's offices, at 500 East Broward Boulevard, Fort
Lauderdale, Florida 33394-3091, Attention: Secretary, no later than March
3, 2003 in order to be included in the Fund's proxy statement and proxy
card relating to that meeting and presented at the meeting.

A shareholder of the Fund who has not submitted a written proposal for
inclusion in the Fund's proxy statement by March 3, 2003, as described
above, may nonetheless present a proposal at the Fund's 2003 Annual Meeting
of Shareholders if such shareholder notifies the Fund, at the Fund's
offices, of such proposal by May 17, 2003. If a shareholder fails to give
notice by this date, then the persons designated as proxy holders for
proxies solicited by the Board of Directors for the 2003 Annual Meeting of
Shareholders may exercise discretionary voting power with respect to any
such proposal. A shareholder proposal may be presented at the 2003 Annual
Meeting of Shareholders only if such proposal concerns a matter that may be
properly brought before the meeting under applicable federal proxy rules
and state law.

Submission of a proposal by a shareholder does not guarantee that the
proposal will be included in the Fund's proxy statement or presented at the
Meeting.

By Order of the Board of Directors,

Barbara J. Green,
Secretary
July 1, 2002

TLTRF PROXY 07/02

TEMPLETON RUSSIA AND EAST EUROPEAN FUND, INC.*
ANNUAL MEETING OF SHAREHOLDERS - AUGUST 27, 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 Russia and East European Fund, Inc. (the "Fund") that the
undersigned is entitled to vote at the Fund's Annual Meeting of Shareholders
(the "Meeting") to be held at 500 East Broward Blvd., 12th Floor, Fort
Lauderdale, Florida 33394 at 11:00 a.m., Eastern time, on the 27th day of August
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 DIRECTOR). 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.

*Known as "Templeton Russia Fund, Inc.," until July 31, 2002.

(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 1 - Election of Directors.

FOR all nominees WITHHOLD Nominees: 01 HARRIS J. ASHTON, 02 NICHOLAS F. BRADY,
listed (except as AUTHORITY 03 S. JOSEPH FORTUNATO AND 04 CONSTANTINE D.
marked to the right) to vote for all TSERETOPOULOS
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