SCHEDULE 14A
                                 (Rule 14a-101)
                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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
[ X]     Definitive proxy statement                 permitted  Rule 14a-6(e)(2)

[   ]    Definitive additional materials

[   ]    Soliciting material pursuant to 240.14a-11(c)  or 240.14a-12


                (Name of Registrant as Specified in Its Charter)

                           TEMPLETON RUSSIA FUND, INC.

                   (Name of Person(s) Filing Proxy Statement)

                           TEMPLETON RUSSIA FUND, INC.

Payment of filing fee (Check the appropriate box):

[ X ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(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
         O-11.

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


         (2)   Aggregate number of securities to which transaction 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 material.

[   ]    Check box if any part of the fee is offset as  provided  by  Exchange
         Act Rule 0-11(a)(2) and identifying 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 




                           TEMPLETON RUSSIA FUND, INC.

                        IMPORTANT SHAREHOLDER INFORMATION


This document announces the date, time and location of the annual  shareholders'
meeting,  identifies  the proposals to be voted on at the meeting,  and contains
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,  we'll vote it in accordance  with
the Directors' recommendations on page 1.

We urge you to  spend a few  minutes  with the  proxy  statement  reviewing  the
proposals  at hand.  Then,  fill out your proxy  card and return it to us.  When
shareholders don't return their proxies in sufficient  numbers, we have to incur
the expense of follow-up solicitations,  which can cost your fund money. We want
to know how you would like to vote and welcome your comments.  Please take a few
minutes  with  these  materials  and  return  your  proxy to us. If you have any
questions, call the Fund Information Department at 1-800/DIAL BEN.









                           TEMPLETON RUSSIA FUND, INC.

                  NOTICE OF 1996 ANNUAL MEETING OF SHAREHOLDERS


The Annual Meeting ("Meeting") of shareholders of Templeton Russia Fund, Inc. 
(the "Fund") will be held at 700 Central Avenue, St. Petersburg, Florida  
33701-3628 on Wednesday, July 24, 1996 at 10:00 A.M. (EDT).

During the Meeting, shareholders of the Fund will vote on three proposals:

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

2.       The ratification or rejection of the selection of McGladrey & Pullen,
         LLP as independent auditors of the Fund for the fiscal year ending 
         March 31, 1997; and

3.       The transaction of any other business as may properly come before the 
         Meeting.



                                     By order of the Board of Directors,


                                     Thomas M. Mistele, Secretary


June 12, 1996



- -----------------------------------------------------------------------------
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 FUND, INC.

                                 PROXY STATEMENT


         INFORMATION ABOUT VOTING:

         WHO IS ELIGIBLE TO VOTE?

         Shareholders  of record at the  close of  business  on June 5, 1996 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 all matters
         presented at the  Meeting.  The Notice of Meeting,  the proxy,  and the
         proxy  statement were mailed to shareholders of record on or about June
         12, 1996.

         ON WHAT ISSUES AM I BEING ASKED TO VOTE?

         You are being asked to vote on three proposals:

                   The election of eleven nominees to the position of Director;

                   The ratification or rejection of the selection of McGladrey &
                  Pullen, LLP as independent auditors of the Fund for the fiscal
                  year ending March 31, 1997; and

                   The  transaction of any other business that may properly come
before the Meeting.

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

         The Directors recommend that you vote:

               FOR the election of nominees;

               FOR the ratification of the selection of McGladrey & Pullen LLP
               as independent auditors for the Fund; and

               FOR the proxyholders to vote, in their  discretion,  on any other
              business that may properly come before the Meeting.

         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 attached proxy.  Proxies that are signed, dated and received
         by the close of  business  on  Tuesday,  July 23, 1996 will be voted as
         specified.  If you specify a vote for any of the proposals 1 through 3,
         your proxy will be voted as you indicated.  If you simply sign and date
         the proxy,  but don't specify a vote for any of the proposals 1 through
         3, your  shares  will be voted in favor of the  nominees  for  Director
         (proposal  1), in favor of  ratifying  the  selection  of  McGladrey  &
         Pullen, LLP as independent  auditors (proposal 2), and/or in accordance
         with the  discretion  of the persons named in the proxy as to any other
         matters (proposal 3).

         CAN I REVOKE MY PROXY?

         You may  revoke  your  proxy  at any  time  before  it is  voted by (1)
         delivering  a written  revocation  to the  Secretary  of the Fund,  (2)
         forwarding to the Fund a later-dated proxy that is received by the Fund
         on or before July 23, 1996,  or (3) attending the Meeting and voting in
         person.

         THE PROPOSALS:

                  1.  ELECTION OF DIRECTORS:

         HOW ARE NOMINEES SELECTED?

         The  Board  of  Directors  of the  Fund  (the  "Board")  established  a
         Nominating and Compensation  Committee (the "Committee")  consisting of
         Messrs.  Hines  and  Macklin.  The  Committee  is  responsible  for the
         selection,  nomination  for  appointment  and election 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 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 and each year the term of 
         office of one class expires.  Harris J. Ashton, Nicholas F. Brady and 
         S. Joseph Fortunato have been nominated for three-year terms, set to
         expire at the 1999 Annual Meeting of shareholders.  Harmon E. Burns, 
         Betty P. Krahmer, Gordon S. Macklin and Fred R. Millsaps have been 
         nominated for two-year terms, set to expire at the 1998 Annual Meeting 
         of shareholders.  Martin L. Flanagan, John Wm. Galbraith, Andrew H. 
         Hines, Jr., and Charles B. Johnson have been nominated for one-year
         terms, set to expire at the 1997 Annual Meeting of shareholders. These
         terms continue, however, until successors are duly elected and 
         qualified.  In addition, all of the nominees are currently members of
         the Board and are also directors or trustees of other investment
         companies in the Franklin Group of Funds(R) and the Templeton Group of
         Funds (the "Franklin Templeton Group of Funds").

         Certain nominees and 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  20% and  16%  respectively,  of
         Franklin's outstanding shares.  Resources is primarily engaged, through
         various  subsidiaries,   in  providing  investment  management,   share
         distribution, transfer agent and administrative services to a family of
         investment  companies.  There are no family  relationships among any of
         the nominees for Director.

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

         Listed below, for each nominee and Director,  is a brief description of
recent professional experience:










                                                                                                      SHARES OWNED
                                                                                                      BENEFICIALLY
                                           PRINCIPAL OCCUPATION                                      AND % OF TOTAL
NAME AND OFFICES WITH THE FUND               DURING PAST FIVE                                        OUTSTANDING ON
                                               YEARS AND AGE                   DIRECTOR SINCE         MAY 31, 1996
- -------------------------------    --------------------------------------    -------------------     ----------------
NOMINEES SERVING UNTIL 1999 ANNUAL MEETING OF SHAREHOLDERS:
                                                                                             
HARRIS J. ASHTON                   Chairman of the Board, president and               1994               1,000**
DIRECTOR                           chief executive officer of General Host
                                   Corporation (nursery and craft
                                   centers); and a director of RBC
                                   Holdings (U.S.A.) Inc. (a bank holding
                                   company) and Bar-S Foods. Age 63.

NICHOLAS F. BRADY*                 Chairman of Templeton Emerging Markets             1994                  0
DIRECTOR                           Investment Trust PLC; chairman of
                                   Templeton Latin America 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); and
                                   chairman of the board of Dillon, Read &
                                   Co. Inc. (investment banking) prior to
                                   1988.  Age 66.

S. JOSEPH FORTUNATO                Member of the law firm of Pitney,                  1994               1,000**
DIRECTOR                           Hardin, Kipp & Szuch; and a director of
                                   General Host Corporation. Age 63.

NOMINEES TO SERVE UNTIL 1998 ANNUAL MEETING OF SHAREHOLDERS:

MARTIN L. FLANAGAN*                Senior vice president, treasurer and               1994                  0
DIRECTOR AND VICE PRESIDENT        chief financial officer of Franklin
                                   Resources,  Inc.; director and executive vice
                                   president  of Templeton  Investment  Counsel,
                                   Inc.; director, president and chief executive
                                   officer of Templeton Global Investors,  Inc.;
                                   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 WM. GALBRAITH                 President of Galbraith Properties, Inc.            1995                  0
DIRECTOR                           (personal investment 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); and chairman of Templeton
                                   Funds Management, Inc. (1974-1991). Age
                                   74.

ANDREW H. HINES, JR.               Consultant for the Triangle Consulting             1994                  0
DIRECTOR                           Group; chairman of the board 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);  and a director  of  Checkers
                                   Drive-In Restaurants, Inc.
                                   Age 73.

CHARLES B. JOHNSON*                President, chief executive officer, and            1994              50,000**
CHAIRMAN OF THE BOARD AND VICE     director of Franklin Resources, Inc.;
PRESIDENT                          chairman of the board and director of
                                   Franklin   Advisers,    Inc.   and   Franklin
                                   Templeton  Distributors,  Inc.;  director  of
                                   Franklin   Administrative   Services,   Inc.,
                                   General  Host   Corporation,   and  Templeton
                                   Global  Investors,   Inc.;  and  officer  and
                                   director,   trustee   or   managing   general
                                   partner,  as the case may be,  of most  other
                                   subsidiaries of Franklin Resources,  Inc. Age
                                   63.

NOMINEES SERVING UNTIL 1997 ANNUAL MEETING OF SHAREHOLDERS:

HARMON E. BURNS                    Executive vice president, secretary and            1994                  0
DIRECTOR                           director of Franklin Resources, Inc.;
                                   executive  vice  president  and  director  of
                                   Franklin   Templeton   Distributors,    Inc.;
                                   executive    vice   president   of   Franklin
                                   Advisers,    Inc.;   Director   of   Franklin
                                   Templeton  Investor  Services,  Inc.; officer
                                   and/or director, as the case may be, of other
                                   subsidiaries of Franklin Resources,  Inc. Age
                                   51.

BETTY P. KRAHMER                   Director or trustee of various civic               1994                500**
DIRECTOR                           associations; formerly, economic
                                   analyst, U.S. Government. Age 66.

GORDON S. MACKLIN                  Chairman of White River Corporation                1994               2,500**
DIRECTOR                           (information services); director of
                                   Fund America Enterprises Holdings,  Inc., MCI
                                   Communications  Corporation,  Fusion  Systems
                                   Corporation,    Infovest   Corporation,   and
                                   Medimmune,   Inc.;   and  formerly  held  the
                                   following  positions:  chairman of  Hambrecht
                                   and Quist Group;  director of H&Q  Healthcare
                                   Investors;  and  president  of  the  National
                                   Association of Securities Dealers, Inc.
                                   Age 68.

FRED R. MILLSAPS                   Manager of personal investments                    1994                  0
DIRECTOR                           (1978-present); chairman and 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);  and a
                                   director  of  various   other   business  and
                                   nonprofit organizations. Age 67.




*   MESSRS. BRADY, BURNS, FLANAGAN, AND JOHNSON ARE "INTERESTED PERSONS" AS 
    DEFINED BY THE INVESTMENT COMPANY ACT OF 1940 (THE "1940 ACT").  THE 1940 
    ACT STIPULATES THAT INTERESTED PERSONS CAN COMPRISE NO MORE THAN 60% OF A
    FUND'S BOARD OF DIRECTORS.  MR. JOHNSON IS AN INTERESTED PERSON DUE TO HIS
    OWNERSHIP INTEREST IN RESOURCES. MESSRS. BURNS AND FLANAGAN ARE INTERESTED
    PERSONS DUE TO THEIR EMPLOYMENT AFFILIATIONS WITH RESOURCES.  MR. BRADY'S
    STATUS AS AN INTERESTED PERSON RESULTS FROM HIS BUSINESS AFFILIATIONS WITH
    RESOURCES AND TEMPLETON GLOBAL ADVISORS LTD.  MR. BRADY AND 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
    SHAREHOLDER OF  THE CORPORATE GENERAL PARTNER OF DARBY OVERSEAS.  IN 
    ADDITION, DARBY OVERSEAS AND TEMPLETON GLOBAL ADVISORS LTD. ARE LIMITED 
    PARTNERS OF DARBY EMERGING MARKETS FUND, L.P.  THE REMAINING NOMINEES AND 
    DIRECTORS OF THE FUND ARE NOT INTERESTED PERSONS (THE "INDEPENDENT 
    DIRECTORS").

**  LESS THAN 1%

         HOW OFTEN DO THE DIRECTORS MEET AND WHAT ARE THEY PAID?

         The Directors  generally meet quarterly to review the operations of the
         Fund and other funds within the Franklin Templeton Group of Funds. Each
         fund pays its  independent  directors and Mr. Brady an annual  retainer
         and/or  fees for  attendance  at board  and  committee  meetings.  This
         compensation is based on the level of assets in each fund. Accordingly,
         the Fund  pays  the  Independent  Directors  and Mr.  Brady  an  annual
         retainer  of $1,000 and a fee of $100 per  meeting of the Board and its
         committees  attended,  including the Audit Committee and the Nominating
         and Compensation Committee. Independent Directors are reimbursed by the
         Fund for any expenses incurred in attending Board meetings.

         During the fiscal year ended March 31, 1996,  there were five  meetings
         of  the  Board,   two  meetings  of  the  Nominating  and  Compensation
         Committee,  and  no  meetings  of  the  Audit  Committee.  Each  of the
         Directors  then in office  attended at least 75% of the total number of
         meetings of the Board throughout the year. There was 100% attendance at
         the meeting of the Nominating and Compensation Committee.

         For the fiscal year ended March 31, 1996, the Directors received direct
         aggregate  compensation,  which includes  reimbursed  expenses,  in the
         amount of  $10,676.  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 the
         Franklin  Templeton Group of Funds by Templeton Asset Management Ltd. -
         Hong Kong Branch and its affiliates.  Templeton Asset Management Ltd. -
         Hong Kong Branch or its affiliates pay the salaries and expenses of the
         Officers. No pension or retirement benefits are accrued as part of Fund
         expenses.

         The  following  table  shows  the  compensation   paid  to  Independent
         Directors and Mr. Brady by the Fund and by the Franklin Templeton Group
         of Funds:


                                                                    NUMBER OF BOARDS
                                             AGGREGATE            WITHIN THE FRANKLIN        TOTAL COMPENSATION FROM
                                         COMPENSATION FROM         TEMPLETON GROUP OF        THE FRANKLIN TEMPLETON
              NAME OF DIRECTOR               THE FUND*               FUNDS ON WHICH             GROUP OF FUNDS**
                                                                    DIRECTOR SERVES  
           -----------------------     ----------------------    -----------------------    --------------------------
                                                                                                           
            Harris J. Ashton                           $1,175               56                                $327,925
           F. Bruce Clarke                             1,175               20                                  83,350
           Andrew H. Hines, Jr.                        1,242               24                                 106,325
           Hasso-G Von
              Diergardt-Naglo                          1,175               20                                  77,350
           Betty P. Krahmer                            1,175               24                                  93,475
           Fred R. Millsaps                            1,175               24                                 104,325
           S. Joseph Fortunato                         1,175               58                                 344,745
           Gordon S. Macklin                           1,242               53                                 321,525
           John Wm.                                      975               23                                  70,100
           Galbraith
           Nicholas F. Brady                           1,075               25                                  98,225



         *   For the fiscal year ended March 31, 1996.
         ** For the calendar year ended December 31, 1995.

         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:




                                                                      PRINCIPAL OCCUPATION
               NAME AND OFFICES WITH FUND                        DURING PAST FIVE YEARS AND AGE
           -----------------------------------              ------------------------------------------
                                                         
           CHARLES B. JOHNSON                               See Proposal  1, "Election of
           CHAIRMAN AND VICE PRESIDENT SINCE                Directors".
           1995

           J. MARK MOBIUS                                   Portfolio manager of various Templeton
           PRESIDENT SINCE 1994                             advisory affiliates; managing director
                                                            of  Templeton  Asset
                                                            Management     Ltd.;
                                                            president         of
                                                            International
                                                            Investment     Trust
                                                            Company      Limited
                                                            (investment  manager
                                                            of   Taiwan   R.O.C.
                                                            Fund)   (1983-1986);
                                                            director  of Vickers
                                                            da Costa,  Hong Kong
                                                            (1980-1983). Age 59.

           RUPERT H. JOHNSON, JR.                           See Proposal 1, "Election of Directors".
           VICE PRESIDENT SINCE 1995

           HARMON E. BURNS                                  Executive vice president, secretary, and
           VICE PRESIDENT SINCE 1995                        director of Franklin Resources, Inc.;
                                                            executive       vice
                                                            president        and
                                                            director of Franklin
                                                            Templeton
                                                            Distributors,  Inc.;
                                                            executive       vice
                                                            president         of
                                                            Franklin   Advisers,
                                                            Inc.; and an officer
                                                            and/or director,  as
                                                            the case may be,  of
                                                            other   subsidiaries
                                                            of          Franklin
                                                            Resources,  Inc. and
                                                            of           various
                                                            investment companies
                                                            in   the    Franklin
                                                            Templeton Group. Age
                                                            51.

           CHARLES E. JOHNSON                               Senior vice president and director of
           VICE PRESIDENT SINCE 1995                        Franklin Resources, Inc.; senior vice
                                                            president of Franklin Templeton
                                                            Distributors, Inc.; president and chief
                                                            executive officer of Templeton
                                                            Worldwide, Inc.; president and director
                                                            of Franklin Institutional Services
                                                            Corporation; chairman of the board of
                                                            Templeton Investment Counsel, Inc.; vice
                                                            president and/or director, as the case
                                                            may be, for some of the subsidiaries of
                                                            Franklin Resources, Inc.; and an officer
                                                            and/or director, as the case may be, of
                                                            various investment companies in the
                                                            Franklin Templeton Group.  Age 39.

           DEBORAH R. GATZEK                                Senior vice president and general
           VICE PRESIDENT SINCE 1996                        counsel of Franklin Resources, Inc.;
                                                            senior vice president of Franklin
                                                            Templeton Distributors, Inc.; vice
                                                            president of Franklin Advisers, Inc. and
                                                            officer of various investment companies
                                                            in the Franklin Templeton Group of
                                                            Funds.  Age 47.

           MARK G. HOLOWESKO                                President and director of Templeton
           VICE PRESIDENT SINCE 1994                        Global Advisors Limited; chief
                                                            investment officer of global equity
                                                            research for Templeton Worldwide, Inc.;
                                                            president or vice president of the
                                                            Templeton Funds; formerly, investment
                                                            administrator with Roy West Trust
                                                            Corporation (Bahamas) Limited
                                                            (1984-1985).
                                                            Age 36.

           MARTIN L. FLANAGAN                               See Proposal  1, "Election of
           VICE PRESIDENT SINCE 1994                        Directors".

           SAMUEL J. FORESTER, JR.                          President of the Templeton Global Bond
           VICE PRESIDENT SINCE 1994                        Managers Division of Templeton
                                                            Investment Counsel, Inc.; president or
                                                            vice president of other Templeton Funds;
                                                            founder and partner of Forester,
                                                            Hairston Investment Management
                                                            (1989-1990); managing director (Mid-East
                                                            Region) of Merrill Lynch, Pierce, Fenner
                                                            & Smith Inc. (1987-1988); advisor for
                                                            Saudi Arabian Monetary Agency
                                                            (1982-1987).  Age 46.

           JOHN R. KAY                                      Vice president of the Templeton Funds;
           VICE PRESIDENT SINCE 1994                        vice president and treasurer of
                                                            Templeton Global Investors, Inc. and
                                                            Templeton Worldwide, Inc.; assistant
                                                            vice president of Franklin Templeton
                                                            Distributors, Inc.; formerly, vice
                                                            president and controller of the Keystone
                                                            Group, Inc. Age 55.

           THOMAS M. MISTELE                                Senior vice president of Templeton
           SECRETARY SINCE 1994                             Global Investors, Inc.; vice president
                                                            of Franklin Templeton Distributors,
                                                            Inc.; secretary of the Templeton Funds;
                                                            formerly, attorney, Dechert Price &
                                                            Rhoads (1985-1988) and Freehill,
                                                            Hollingdale & Page (1988); and judicial
                                                            clerk, U.S. District Court (Eastern
                                                            District of Virginia) (1984-1985). Age
                                                            42.

            JAMES R. BAIO                                   Certified public accountant; treasurer
           TREASURER SINCE 1994                             of the Templeton Funds; senior vice
                                                            president         of
                                                            Templeton Worldwide,
                                                            Inc.,      Templeton
                                                            Global    Investors,
                                                            Inc.,  and Templeton
                                                            Funds Trust Company;
                                                            formerly, senior tax
                                                            manager with Ernst &
                                                            Young     (certified
                                                            public  accountants)
                                                            (1977-1989). Age 41.



                  2.  RATIFICATION OR REJECTION OF INDEPENDENT AUDITORS:

         HOW IS AN INDEPENDENT AUDITOR SELECTED?

         The Board established a standing Audit Committee  consisting of Messrs.
         Clark,  Galbraith,  Hines  and  Millsaps,  all of whom are  Independent
         Directors. The Audit Committee reviews generally 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  auditor,  and submits a recommendation  to the Board as to
         the selection of an independent auditor.

         WHICH INDEPENDENT AUDITOR DID THE BOARD OF DIRECTORS SELECT?

         For the current fiscal year, the Board selected as auditors the firm of
         McGladrey & Pullen,  LLP, 555 Fifth Avenue,  New York,  New York 10017.
         McGladrey  & Pullen,  LLP has been the  auditor  of the Fund  since its
         inception in 1994, and has examined and reported on the fiscal year end
         financial  statements,  dated  March  31,  1996,  and  certain  related
         Securities  and  Exchange  Commission  filings.  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 Meeting,  but have been given the  opportunity to make a
         statement if they wish,  and will be available  should any matter arise
         requiring their presence.

                  3.  OTHER BUSINESS:

         The Directors know of no other business to be presented at the Meeting.
         However,  if any  additional  matters  should  be  properly  presented,
         proxies will be voted as specified. Proxies reflecting no specification
         will be voted in  accordance  with the judgment of the persons named in
         the proxy.

         INFORMATION ABOUT THE FUND

         The Fund's last audited financial  statements and annual report,  dated
         March 31, 1996, are available free of charge.  To obtain a copy, please
         call 1-800/DIAL BEN or forward a written request to Franklin  Templeton
         Investor  Services,  Inc.,  P.O.  Box 33030,  St.  Petersburg,  Florida
         33733-8030.

         As of May 31,  1996,  the Fund had  5,302,678  shares  outstanding  and
         assets of  $89,368,365.  The  Fund's  shares are listed on the New York
         Stock  Exchange  (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 May 31, 1996,  there
         are 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 May 31,
         1996,  no  nominees  or  directors  of the Fund owned 1% or more of the
         outstanding  shares of the Fund,  and the Officers and Directors of the
         Fund owned,  as a group,  owned 1.2% of the  outstanding  shares of the
         Fund.

         U.S. securities laws require that the Fund's Directors,  Officers,  and
         shareholders  owning more than 10% of  outstanding  shares,  as well as
         affiliated persons of its investment manager, report their ownership of
         the Fund's shares and any changes in that ownership.  During the fiscal
         year ended March 31, 1996, the filing dates for these reports were met.
         In  making   this   disclosure,   the  Fund  relied  upon  the  written
         representations  of the persons  affected and copies of their  relevant
         filings.

         THE INVESTMENT MANAGER. The investment manager of the Fund is Templeton
         Asset Management Ltd. - Hong Kong Branch  ("Templeton (Hong Kong)"),  a
         Singapore  company with a branch  office at Two Exchange  Square,  Hong
         Kong.  Pursuant  to an  investment  management  agreement  amended  and
         restated as of November 23,  1995,  Templeton  (Hong Kong)  manages the
         investment and reinvestment of Fund resources. Templeton (Hong Kong) is
         an indirect, wholly-owned subsidiary of Resources.

         THE BUSINESS  MANAGER.  The  business  manager of the Fund is Templeton
         Global Investors, Inc. ("TGII"),  Broward Financial Center, Suite 2100,
         Ft.  Lauderdale,   Florida   33394-3091,   an  indirect,   wholly-owned
         subsidiary of Resources.  Pursuant to a business  management  agreement
         dated June 15, 1995, TGII performs certain administrative functions for
         the  Fund.  In  addition,  the TGII and the Fund  have  entered  into a
         sub-administration  agreement  dated  June  15,  1995,  with  Princeton
         Administrators,   L.P.  ("Princeton"),   pursuant  to  which  Princeton
         performs,   subject  to  TGII's  supervision,   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 its address is P.O. Box 9011, Princeton, New Jersey 08543.

         FURTHER INFORMATION ABOUT VOTING AND THE
         SHAREHOLDER MEETING:

         SOLICITATION OF PROXIES. The cost of soliciting proxies,  including the
         fees of a proxy  soliciting  agent,  are  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.  The Fund, however,  does not reimburse  Directors,  Officers,
         regular employees and agents involved in the solicitation of proxies.

         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 and clients will request voting instructions from their
         customers and clients.  If these  instructions  are not received by the
         date  specified  in  the   broker-dealer   firms'  proxy   solicitation
         materials,  the  Fund  understands  that the New  York  Stock  Exchange
         permits the broker-dealers to vote on the items to be considered at the
         Meeting on behalf of their customers and clients. In addition,  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 broker-dealers  have declined to vote ("broker  non-votes")
         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.  Proposal 1, the election of Directors, requires
         the affirmative vote of the holders of a plurality of the Fund's shares
         present at the Meeting.  Proposal 2,  ratification  of the selection of
         the independent  auditors,  requires the affirmative vote of a majority
         of  the  Fund's  shares  present  at  the  Meeting.   Proposal  3,  the
         transaction  of  any  other  business,   is  expected  to  require  the
         affirmative  vote of a  majority  of the Fund's  shares  present at the
         Meeting.  Abstentions  and broker  "non-votes"  have the effect of "no"
         votes for purposes of obtaining approval of proposals 1, 2, and 3.

         ADJOURNMENT.  If a sufficient number of votes in favor of the proposals
         contained  in the Notice of Annual  Meeting and Proxy  Statement is not
         received by the time  scheduled  for the Meeting,  the persons named in
         the proxy may propose one or more adjournments of the Meeting to permit
         further solicitation of proxies with respect to any such proposals. Any
         proposed  adjournment  requires the  affirmative  vote of a majority of
         shares  present at the  Meeting.  Proxies  will be voted as  specified.
         Those proxies  reflecting no specification  will be voted in accordance
         with the judgment of the persons named in the proxy.

         SHAREHOLDER  PROPOSALS.  The Fund  anticipates  that  its  next  annual
         meeting  will  be  held  in  July  1997.  Shareholder  proposals  to be
         presented  at the next  annual  meeting  must be received at the Fund's
         offices,  700 Central Avenue, St. Petersburg,  Florida  33701-3628,  no
         later than February 28, 1997.





                                     By order of the Board of Directors,


                                     Thomas M. Mistele, Secretary
June 12, 1996







                           TEMPLETON RUSSIA FUND, INC.
                  ANNUAL MEETING OF SHAREHOLDERS, JULY 24, 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  Russia Fund, Inc. (the "Fund") to be held
at the Fund's offices,  700 Central Avenue, St. Petersburg,  Florida 33701-3628,
on Wednesday,  July 24, 1996 at 10:00 A.M., EDT, and at 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 PROPOSAL 1, AND IN FAVOR OF PROPOSAL 2, AND WITHIN
THE DISCRETION OF THE PROXYHOLDERS AS TO PROPOSAL 3.



                                                                        , 1996
- --------------------------------------------          -------------------------
        Signature(s)                                                   Date

PLEASE DATE THIS PROXY AND SIGN EXACTLY AS YOUR NAME OR NAMES APPEAR 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






THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 THROUGH 3.


Proposal 1 -      Election of Directors

FOR all nominees         WITHHOLD          Nominees: Harris J. Ashton, Nicholas 
listed (except as        AUTHORITY         F. Brady, Harmon E. Burns, Martin L. 
marked to the right)   to vote for all     Flanagan, S. Joseph Fortunato, John 
                        nominees listed.   Wm. Galbraith, Andrew H. Hines, Jr., 
                                           Charles B. Johnson, Betty P. 
                                           Krahmer, Gordon S. Macklin and 
                                           Fred R. Millsaps
                              


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

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


Proposal          2 - Ratification  of the selection of McGladrey & Pullen,  LLP
                  as independent  public accountants for the Fund for the fiscal
                  year ending March 31, 1997.

                 FOR               AGAINST             ABSTAIN

Proposal 3 - In their  discretion,  the Proxyholders are authorized to vote upon
such other matters which may legally come before the Meeting or any adjournments
thereof.


                  FOR               AGAINST             ABSTAIN




I PLAN TO ATTEND THE MEETING.




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