Edgar Filing: TEMPLETON EMERGING MARKETS FUND

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-4985
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TEMPLETON EMERGING MARKETS FUND
--------------------------------------
(Exact name of registrant as specified in charter)

500 EAST BROWARD BLVD., FORT LAUDERDALE, FL 33394-3091
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(Address of principal executive offices) (Zip code)

MURRAY L. SIMPSON, ONE FRANKLIN PARKWAY, SAN MATEO, CA 94403-1906
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(Name and address of agent for service)

Registrant's telephone number, including area code: (954) 527-7500
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Date of fiscal year end: 8/31
----

Date of reporting period: 8/31/03
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ITEM 1. REPORTS TO STOCKHOLDERS

AUGUST 31, 2003

[GRAPHIC OMITTED]

ANNUAL REPORT AND SHAREHOLDER INFORMATION INTERNATIONAL

TEMPLETON
EMERGING MARKETS FUND

[BACKGROUND GRAPHIC OMITTED]

[FRANKLIN TEMPLETON LOGO OMITTED]

Franklin Templeton Investments

GAIN FROM OUR PERSPECTIVE

Franklin Templeton's distinct multi-manager structure combines the
specialized expertise of three world-class investment management
groups--Franklin, Templeton and Mutual Series.

Each of our portfolio management groups operates autonomously, relying on its
own research and staying true to the unique investment disciplines that underlie
its success.

FRANKLIN. Founded in 1947, Franklin is a leader in tax-free investing and a
driving force in fixed income investing around the globe. They also bring
expertise in growth- and value-style U.S. equity investing.

TEMPLETON. Founded in 1940, Templeton pioneered international investing and, in
1954, launched what has become the industry's oldest global fund. Today, with
research offices in over 25 countries, they offer investors the broadest global
reach in the industry.

MUTUAL SERIES. Established in 1949, Mutual Series is dedicated to a unique style
of value investing, searching aggressively for opportunity among undervalued
stocks, arbitrage situations and distressed companies.

Because our management groups work independently and adhere to distinctly
different investment approaches, Franklin, Templeton and Mutual Series funds
typically have a low overlap of securities. That's why our funds can be used to
build truly diversified portfolios covering every major asset class.

At Franklin Templeton Investments, we seek to consistently provide investors
with exceptional risk-adjusted returns over the long term, as well as the
reliable account services that have helped us become one of the most trusted
names in financial services.

SPECIALIZED EXPERTISE

TRUE DIVERSIFICATION

RELIABILITY YOU CAN TRUST

MUTUAL FUNDS | RETIREMENT PLANS | 529 COLLEGE SAVINGS PLANS | SEPARATE ACCOUNTS

[Building Art omitted]

Not part of the annual report

Contents

Important Notice to Shareholders ......... 1

ANNUAL REPORT

Templeton Emerging Markets Fund .......... 2

Performance Summary ...................... 6

Financial Highlights &
Statement of Investments ................. 7

Financial Statements ..................... 14

Notes to Financial Statements ............ 17

Independent Auditors' Report ............. 21

Tax Designation .......................... 22

Annual Meeting of Shareholders ........... 23

Dividend Reinvestment and Cash
Purchase Plan ............................ 24

Board Members and Officers ............... 26

Proxy Voting Policies and Procedures ..... 32

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Annual Report

Templeton Emerging Markets Fund

YOUR FUND'S GOAL AND PRIMARY INVESTMENTS: Templeton Emerging Markets Fund seeks
long-term capital appreciation by investing, under normal market conditions, at
least 80% of its net assets in emerging country equity securities.

[GRAPHIC OMITTED]
[Bar Chart omitted]

GEOGRAPHIC DISTRIBUTION
8/31/03

Asia 52.2%
Europe 18.0%
Latin America 14.8%
Middle East & Africa 13.5%
Australia 0.5%
Short-Term Investments
& Other Net Assets 1.0%

We are pleased to bring you Templeton Emerging Market Fund's annual report for
the fiscal year ended August 31, 2003.

PERFORMANCE OVERVIEW

For the 12 months under review, Templeton Emerging Markets Fund delivered
cumulative total returns of +50.83% based on market price and +25.88% based on
net asset value, as shown in the Performance Summary on page 6. The Morgan
Stanley Capital International (MSCI) Emerging Markets Free Index posted a 29.27%
cumulative total return for the same period.1

ECONOMIC AND MARKET OVERVIEW

During the first half of the Fund's fiscal year, most markets experienced losses
as concerns over the attacks in Afghanistan and high oil prices rattled investor
confidence. As military action spread to Iraq, investors stayed on the
sidelines. However, a quicker-than-expected resolution to the Iraq conflict
helped allay some market concerns and emerging markets rebounded by period-end.
The emerging markets asset class outperformed U.S., European and Japanese
markets during the reporting period.

Asian markets did not benefit from the end of the Iraq war as the region
struggled with a severe acute respiratory syndrome (SARS) outbreak. Travel to
the region, particularly to Hong Kong, China and Taiwan, was negatively
impacted. South- east Asian nations such as Thailand, Singapore and Indonesia
were also affected. Thus, travel-related industries suffered as passenger travel
declined and hotel occupancy rates fell. Market reaction to the outbreak seemed
disproportionate to its

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

THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND COMPLETE LEGAL
TITLES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF
INVESTMENTS (SOI). THE SOI BEGINS ON PAGE 8.

2 | Annual Report

economic impact, with panic-selling exerting pressure on Asian markets. However,
as health authorities brought the virus' spread under control, bargain investors
returned in search of oversold stocks, allowing regional markets to rebound and
end the period with an increase.

Eastern European markets rose as prospective candidates successfully passed
referendums for accession into the European Union (EU) next year. Domestic
matters dominated Latin American news. Brazilian President Lula's popularity
contributed to a new wave of investor confidence and Brazil's market ended the
period with gains. However, political tensions in Venezuela and lack of reform
in Argentina hurt their markets.

INVESTMENT STRATEGY

Our investment strategy employs a "bottom-up," value-oriented, long-term
approach. We focus on the market price of a company's securities relative to our
evaluation of the company's long-term earnings, asset value and cash flow
potential. As we look for investments, we focus on specific companies and
undertake in-depth research to construct an action list from which we make our
buy decisions. Before we make a purchase, we generally look at the company's
potential for earnings and growth over a five-year horizon. During our analysis,
we also consider the company's position in its sector, the economic framework
and political environment.

MANAGER'S DISCUSSION

During the year under review, we repositioned the Fund's Asian exposure by
making selective purchases in Taiwan and Singapore, and reducing holdings in
Thailand and Indonesia. We made key investments in Taiwanese technology
companies as signs of a recovering global technology sector appeared. Examples
included Sunplus Technology, Taiwan's third-largest fabless (a business model
concentrating on design and marketing while outsourcing production) consumer and
multimedia integrated circuit company; and D-Link, the largest networking
manufacturer outside the U.S. In Singapore, we increased our exposure to
Singapore Airlines as the company's stock fell primarily due to the SARS
outbreak. We also initiated a position in DBS Group Holdings, one of southeast
Asia's largest and one of the world's top 100 banking groups.

In Latin America, we eliminated the Fund's exposure to Peru as we sold Credicorp
due to its higher valuation relative to regional peers. We increased our
Petroleo Brasileiro (Petrobras) holdings because of its proven reserves and
strong production

TOP 10 COUNTRIES
Based on Equity Investments
8/31/03

-------------------------------------------------
% OF TOTAL
NET ASSETS
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South Africa 13.3%
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South Korea 13.2%
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Taiwan 11.2%
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Brazil 7.6%
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Singapore 6.8%
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Hong Kong 6.6%
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Mexico 6.3%
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China 5.4%
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Turkey 4.7%
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India 3.6%
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TOP 10 EQUITY HOLDINGS
8/31/03

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COMPANY % OF TOTAL
SECTOR/INDUSTRY, COUNTRY NET ASSETS
-------------------------------------------------
Anglo American PLC 4.3%
METALS & MINING, SOUTH AFRICA
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SABMiller PLC 2.5%
BEVERAGES, SOUTH AFRICA
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Hyundai Motor Co. Ltd. 2.4%
AUTOMOBILES, SOUTH KOREA
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Lukoil Holdings, ADR 2.1%
OIL & GAS, RUSSIA
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Petroleo Brasileiro SA, ADR, pfd. 2.0%
OIL & GAS, BRAZIL
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Kimberly Clark de Mexico SA de CV, A 2.0%
Household Products, Mexico
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Telefonos de Mexico SA de CV (Telmex),
L, ADR 1.7%
DIVERSIFIED TELECOMMUNICATION SERVICES,
MEXICO
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Banco Bradesco SA, ADR, pfd. 1.7%
COMMERCIAL BANKS, BRAZIL
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Tupras-Turkiye Petrol Rafineleri AS 1.7%
OIL & GAS, TURKEY
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Polski Koncern Naftowy Orlen SA 1.6%
OIL & GAS, POLAND
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Annual Report | 3

growth rates, increasing the Fund's Brazilian weighting. With the accession of
10 central and eastern European countries into the EU formally approved for next
year, we searched for attractive stocks that could benefit from this
integration. Thus, the Fund increased several holdings in Hungary, Croatia and
Greece. Elsewhere in Europe, we realized gains on selective holdings in Turkey
and Russia following these markets' positive performances during the period.

The Fund's country weightings influenced performance. Our overweighted positions
in China and Turkey relative to the MSCI Emerging Markets Free Index benefited
the Fund. The Fund's underweighted position in Malaysia also contributed to Fund
performance. However, our overweighted positions in Hong Kong and underweighted
positions in Israel and Russia negatively impacted the Fund. Anticipating the
potential for a recovery, we bought several Hong Kong stocks when share prices
fell due to SARS. We remained cautious about Israel due to continued instability
in the Middle East region, and we found few potential Russian investments
because of poor liquidity and expensive valuations.

By industry, the Fund's holdings in financials, industrials and energy sectors
yielded the greatest contribution relative to the MSCI Emerging Markets Free
Index during the period. Financial companies that performed well included
Brazil's Banco Bradesco and Turkey's Akbank. We continued to favor these banks
due to their appealing valuations. In the industrials sector, India's Grasim
(sold by period-end) and South Africa's Barloworld generated positive
performance. Among India's top three cement manufacturers, Grasim benefited from
solid market share. Barloworld's attractiveness stemmed from its successful
internationalization drive and strong cash flow. Brazil's Petrobras and Turkey's
Tupras-Turkiye Petrol Rafineleri led performance in energy. Tupras enjoys
dominant market share in Turkey's energy sector. Conversely, the health care,
materials and utilities sectors underperformed.

It is important to note that investing in foreign securities involves special
risks, such as adverse economic, social and political developments in the
countries where the Fund invests, as well as market and currency volatility.
Emerging markets securities involve heightened risks related to the same factors
in addition to those associated with their relatively small size and lesser
liquidity. Investing in any emerging market means accepting a certain amount of
volatility and, in some cases, the consequences of severe market corrections.

4 | Annual Report

Thank you for your continued participation in Templeton Emerging Markets Fund.
We look forward to serving your future investment needs.

[Photo Omitted]

/s/ Mark Mobius

Mark Mobius
President and Chief Executive Officer -
Investment Management
Templeton Emerging Markets Fund

THIS DISCUSSION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF
AUGUST 31, 2003, THE END OF THE REPORTING PERIOD. OUR STRATEGIES AND THE FUND'S
PORTFOLIO COMPOSITION WILL CHANGE DEPENDING ON MARKET AND ECONOMIC CONDITIONS.
THESE OPINIONS MAY NOT BE RELIED UPON AS INVESTMENT ADVICE OR AN OFFER FOR A
PARTICULAR SECURITY. THE INFORMATION IS NOT A COMPLETE ANALYSIS OF EVERY ASPECT
OF ANY MARKET, COUNTRY, INDUSTRY, SECURITY OR THE FUND. STATEMENTS OF FACT ARE
FROM SOURCES CONSIDERED RELIABLE, BUT THE INVESTMENT MANAGER MAKES NO
REPRESENTATION OR WARRANTY AS TO THEIR COMPLETENESS OR ACCURACY. ALTHOUGH
HISTORICAL PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, THESE INSIGHTS MAY
HELP YOU UNDERSTAND OUR INVESTMENT MANAGEMENT PHILOSOPHY.

Annual Report | 5

Performance Summary as of 8/31/03

Your dividend income will vary depending on dividends or interest paid by
securities in the Fund's portfolio, adjusted for operating expenses. Capital
gain distributions are net profits realized from the sale of portfolio
securities. Total return reflects the Fund's dividend income, capital gain
distributions, if any, and any unrealized gains or losses. All total returns
include reinvested distributions according to the terms specified in the Fund's
dividend reinvestment and cash purchase plan and do not reflect any sales
charges paid at inception or brokerage commissions paid on secondary market
purchases. The performance table does not reflect the deduction of taxes that a
shareholder would pay on Fund distributions or the sale of Fund shares.

PRICE AND DISTRIBUTION INFORMATION

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CHANGE 8/31/03 8/31/02
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Net Asset Value (NAV) +$2.06 $10.82 $8.76
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Market Price (NYSE) +$3.84 $11.84 $8.00
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DISTRIBUTIONS (9/1/02-8/31/03)
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Dividend Income $0.1499
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PERFORMANCE

--------------------------------------------------------------------------------
1-YEAR 5-YEAR 10-YEAR
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Cumulative Total Return1
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Based on change in NAV +25.88% +59.98% +66.84%
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Based on change in market price +50.83% +106.73% +45.65%
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Average Annual Total Return1
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Based on change in NAV +25.88% +9.85% +5.25%
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Based on change in market price +50.83% +15.64% +3.83%
--------------------------------------------------------------------------------

ONGOING MARKET VOLATILITY CAN SIGNIFICANTLY AFFECT SHORT-TERM PERFORMANCE; MORE
RECENT RETURNS MAY DIFFER FROM THOSE SHOWN. INVESTMENT RETURN AND PRINCIPAL
VALUE WILL FLUCTUATE WITH MARKET CONDITIONS. SPECIAL RISKS ARE ASSOCIATED WITH
FOREIGN INVESTING, INCLUDING CURRENCY VOLATILITY, ECONOMIC INSTABILITY AND
SOCIAL AND POLITICAL DEVELOPMENTS OF COUNTRIES WHERE THE FUND INVESTS. EMERGING
MARKETS INVOLVE HEIGHTENED RISKS RELATED TO THE SAME FACTORS, IN ADDITION TO
THOSE ASSOCIATED WITH THEIR RELATIVELY SMALL SIZE AND LESSER LIQUIDITY. YOU MAY
HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES.

FOR MORE CURRENT PERFORMANCE, PLEASE CALL FRANKLIN TEMPLETON INVESTMENTS AT
1-800/342-5236.

ENDNOTES

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

6 | Past performance does not guarantee future results. | Annual Report

Templeton Emerging Markets Fund

FINANCIAL HIGHLIGHTS

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YEAR ENDED AUGUST 31,
2003 2002 2001 2000 1999
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PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)

Net asset value, beginning of year ........................... $8.76 $8.86 $11.44 $11.60 $10.85
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Income from investment operations:
Net investment income a ..................................... .18 .15 .12 .13 .13
Net realized and unrealized gains (losses) .................. 2.03 (.14) (2.60) (.16) 5.17
------------------------------------------------------------

Total from investment operations ............................. 2.21 .01 (2.48) (.03) 5.30
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Less distributions from:
Net investment income ....................................... (.15) (.11) (.10) (.10) (.29)
Net realized gains .......................................... -- -- -- (.03) (4.26)
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Total distributions .......................................... (.15) (.11) (.10) (.13) (4.55)
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Net asset value, end of year ................................. $10.82 $8.76 $8.86 $11.44 $11.60
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Market value, end of year b .................................. $11.840 $8.000 $8.350 $9.313 $12.250
============================================================
Total return (based on market value per share) ............... 50.83% (2.82)% (9.17)% (23.10)% 99.91%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's) .............................. $191,076 $154,640 $156,378 $201,965 $204,804
Ratios to average net assets:
Expenses .................................................... 1.84% 1.64% 1.67% 1.68% 1.63%
Net investment income ....................................... 1.94% 1.67% 1.28% 1.09% 1.18%
Portfolio turnover rate ...................................... 48.69% 65.13% 63.64% 81.66% 45.00%

aBased on average weighted shares outstanding.
bBased on the last sale on the New York Stock Exchange.

Annual Report | See notes to financial statements. | 7

Templeton Emerging Markets Fund

STATEMENT OF INVESTMENTS, AUGUST 31, 2003

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INDUSTRY SHARES VALUE
---------------------------------------------------------------------------------------------------------------------------
COMMON STOCKS 94.0%
ARGENTINA .9%

a Molinos Rio de la Plata SA, B ............... Food Products 160,152 $ 241,452
a Quilmes Industrial SA, ADR, B ............... Beverages 26,435 325,150
Tenaris SA .................................. Energy Equipment & Services 4,000 10,282
Tenaris SA, ADR ............................. Energy Equipment & Services 47,449 1,197,138
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1,774,022
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AUSTRALIA .5%
BHP Billiton PLC ............................ Metals & Mining 145,500 964,707
------------

AUSTRIA 2.7%
a Bank Austria Credititanstalt ................ Capital Markets 44,500 1,355,769
OMV AG ...................................... Oil & Gas 26,708 3,137,823
Wienerberger AG ............................. Building Products 33,484 637,822
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5,131,414
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BRAZIL 2.7%
Centrais Eletricas Brasileiras SA
(Non Taxable) .............................. Electric Utilities 5,300,000 39,378
Centrais Eletricas Brasileiras SA (Taxable) . Electric Utilities 74,218,000 551,434
Embraer-Empresa Brasileira de Aeronautica SA,
ADR ........................................ Aerospace & Defense 93,769 1,911,950
Souza Cruz SA ............................... Tobacco 156,400 1,243,911
Ultrapar Participacoes SA, ADR .............. Gas Utilities 12,800 120,320
Unibanco Uniao de Bancos Brasileiros SA,
GDR ........................................ Commercial Banks 63,952 1,231,076
------------
5,098,069
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CHINA 5.4%
Beijing Enterprises Holdings Ltd. ........... Industrial Conglomerates 576,000 572,355
China Merchants Holdings (International) Co.
Ltd. ....................................... Industrial Conglomerates 1,023,000 1,141,134
China Mobile (Hong Kong) Ltd. ............... Wireless Telecommunication Services 555,500 1,428,039
China Petroleum & Chemical Corp., H ......... Oil & Gas 6,290,000 1,915,384
a China Resources Cement ...................... Industrial Conglomerates 166,200 51,675
China Telecom Corp. Ltd. .................... Diversified Telecommunication Services 2,318,000 638,989
People's Food Holdings Ltd. ................. Food & Staples Retailing 383,000 216,310
PetroChina Co. Ltd., H ...................... Oil & Gas 5,114,000 1,786,771
Qingling Motors Co. Ltd., H ................. Automobiles 162,000 26,587
Shandong Intl Power Development Co. Ltd. .... Electric Utilities 886,000 258,438
Shanghai Industrial Holdings Ltd. ........... Industrial Conglomerates 558,000 930,078
TCL International Holdings Inc. ............. Household Durables 2,824,000 823,735
Travelsky Technology Ltd., H ................ IT Services 643,000 552,367
Yanzhou Coal Mining Co. Ltd., H ............. Metals & Mining 20,000 11,924
------------
10,353,786
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CROATIA .9%
Pliva D D, GDR, Reg S ....................... Pharmaceuticals 116,800 1,737,984
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CZECH REPUBLIC .4%
CEZ AS ...................................... Electric Utilities 175,500 801,455
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8 | Annual Report

Templeton Emerging Markets Fund

STATEMENT OF INVESTMENTS, AUGUST 31, 2003 (CONTINUED)

COMMON STOCKS (CONT.)
DENMARK .8%
Carlsberg AS, B ............................. Beverages 36,280 $ 1,448,314
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EGYPT .2%
Commercial International Bank Ltd. .......... Commercial Banks 74,688 467,559
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GREECE 1.1%
Coca-Cola Hellenic Bottling Co., SA ......... Beverages 49,794 950,144
Hellenic Telecommunications Organization SA
(OTE) ...................................... Diversified Telecommunication Services 95,590 1,101,957
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2,052,101
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HONG KONG 6.6%
Cheung Kong Holdings Ltd. ................... Real Estate 195,000 1,512,626
Cheung Kong Infrastructure Holdings Ltd. .... Construction Materials 288,000 596,357
China Resources Enterprise Ltd. ............. Distributors 1,664,000 1,610,801
China Travel International Investment Hong
Kong Ltd. .................................. Hotels Restaurants & Leisure 3,860,000 737,421
Citic Pacific Ltd. .......................... Industrial Conglomerates 1,204,000 2,469,949
Cofco International Ltd. .................... Food Products 774,000 327,489
Dairy Farm International Holdings Ltd. ...... Food & Staples Retailing 319,300 431,055
Giordano International Ltd. ................. Specialty Retail 1,380,000 575,048
Hang Lung Group Ltd. ........................ Real Estate 822,000 843,147
Henderson Investment Ltd. ................... Real Estate 1,380,000 1,442,043
Hengan International Group Co. Ltd. ......... Household Products 58,000 25,284
a Hopewell Highway Infrastructure Ltd, wts.,
8/05/2006 .................................. Transportation Infrastructure 14,300 1,375
Hopewell Holdings Ltd. ...................... Transportation Infrastructure 314,000 356,299
MTR Corp. Ltd. .............................. Road & Rail 677,998 851,915
Ngai Lik Industrial Holding Ltd. ............ Household Durables 646,000 223,634
a Tack Fat Group International Ltd. ........... Specialty Retail 2,516,000 287,106
Tingyi (Cayman Islands) Holding Corp. ....... Food Products 1,690,000 316,360
a VTech Holdings Ltd. ......................... Communications Equipment 15,000 18,848
------------
12,626,757
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HUNGARY 3.0%
Egis RT ..................................... Pharmaceuticals 21,079 758,141
Gedeon Richter Ltd. ......................... Pharmaceuticals 25,820 2,198,008
Matav RT .................................... Diversified Telecommunication Services 93,239 352,811
MOL Magyar Olaj-Es Gazipari RT .............. Oil & Gas 96,780 2,385,103
------------
5,694,063
------------

INDIA 3.6%
Container Corp. of India Ltd. ............... Road & Rail 41,862 376,247
Dr. Reddy's Laboratories Ltd. ............... Pharmaceuticals 2,400 60,346
Hero Honda Motors Ltd. ...................... Automobiles 140,800 892,440
ICICI Bank Ltd. ............................. Commercial Banks 71,830 281,271
ITC Ltd. .................................... Tobacco 65,701 1,193,052
Mahanagar Telephone Nigam Ltd. .............. Diversified Telecommunication Services 808,205 2,169,494
a Maruti Udyog Ltd. ........................... Automobiles 103,120 529,660

Annual Report | 9

Templeton Emerging Markets Fund

STATEMENT OF INVESTMENTS, AUGUST 31, 2003 (CONTINUED)

COMMON STOCKS (CONT.)
INDIA (CONT.)
Satyam Computers Services Ltd. .............. IT Services 234,300 $ 1,158,211
Videsh Sanchar Nigam Ltd. ................... Diversified Telecommunication Services 54,344 143,210
------------
6,803,931
------------

INDONESIA 2.4%
PT Gudang Garam TBK ......................... Tobacco 1,056,000 1,144,985
PT Indosat (Persero) TBK .................... Diversified Telecommunication Services 1,440,500 1,375,139
PT Telekomunikasi Indonesia TBK, B .......... Diversified Telecommunication Services 3,954,530 2,132,230
------------
4,652,354
------------

MALAYSIA .2%
Tanjong PLC ................................. Hotels Restaurants & Leisure 25,000 65,460
YTL Power International Bhd. ................ Electric Utilities 254,700 218,506
------------
283,966
------------

MEXICO 6.3%
Cemex SA .................................... Construction Materials 361,060 1,793,355
Fomento Economico Mexicano SA de CV Femsa,
ADR ........................................ Beverages 29,220 1,081,140
a Grupo Bimbo SA de CV, A ..................... Food Products 13,300 19,987
Grupo Carso SA de CV ........................ Industrial Conglomerates 354,000 1,058,823
Grupo Continental SA ........................ Beverages 3,000 4,299
Grupo Televisa SA de CV, ADR ................ Media 26,200 982,500
Kimberly Clark de Mexico SA de CV, A ........ Household Products 1,627,200 3,760,863
Telefonos de Mexico SA de CV (Telmex), L,
ADR ........................................ Diversified Telecommunication Services 109,122 3,307,488
------------
12,008,455
------------

PHILIPPINES 1.1%
San Miguel Corp., B ......................... Beverages 1,766,090 2,024,080
------------

POLAND 2.0%
a BRE Bank SA ................................. Commercial Banks 2,700 76,773
Polski Koncern Naftowy Orlen SA ............. Oil & Gas 506,532 3,148,259
Telekomunikacja Polska SA ................... Diversified Telecommunication Services 141,900 594,516
------------
3,819,548
------------

RUSSIA 2.3%
Lukoil Holdings, ADR ........................ Oil & Gas 51,299 4,011,582
a Sun Interbrew Ltd., B, GDR, Reg S ........... Beverages 49,600 235,600
Yuzhnaya Telecommunication Co. .............. Diversified Telecommunication Services 2,532,500 225,392
------------
4,472,574
------------

SINGAPORE 6.8%
City Developments Ltd. ...................... Real Estate 320,000 931,029
Comfortdelgro Corp. Ltd. .................... Road & Rail 1,338,000 622,095
DBS Group Holdings Ltd. ..................... Commercial Banks 189,000 1,358,549
Fraser & Neave Ltd. ......................... Beverages 512,630 2,851,356
Keppel Corp. Ltd. ........................... Industrial Conglomerates 937,000 2,806,349
MobileOne (Asia) Ltd. ....................... Wireless Telecommunication Services 346,000 272,394

10 | Annual Report

Templeton Emerging Markets Fund

STATEMENT OF INVESTMENTS, AUGUST 31, 2003 (CONTINUED)

COMMON STOCKS (CONT.)
SINGAPORE (CONT.)
Singapore Airlines Ltd. ..................... Airlines 444,000 $ 2,836,899
Singapore Press Holdings Ltd. ............... Media 12,000 128,016
Singapore Telecommunications Ltd. ........... Diversified Telecommunication Services 1,232,000 1,194,820
------------
13,001,507
------------

SOUTH AFRICA 13.3%
Anglo American PLC .......................... Metals & Mining 434,503 8,153,600
Barloworld Ltd. ............................. Industrial Conglomerates 348,344 2,808,613
Imperial Holdings Ltd. ...................... Air Freight & Logistics 160,333 1,285,070
Investec Ltd. ............................... Capital Markets 4,886 61,325
Investec PLC ................................ Commercial Banks 12,183 153,243
Nampak Ltd. ................................. Containers & Packaging 146,300 260,865
Old Mutual PLC .............................. Insurance 1,425,960 2,165,296
Remgro Ltd. ................................. Industrial Conglomerates 364,700 3,035,021
Reunert Ltd. ................................ Electronic Equipment & Instruments 98,000 237,312
SABMiller PLC ............................... Beverages 648,548 4,853,050
Sasol Ltd. .................................. Oil & Gas 179,300 2,079,195
Tongaat-Hulett Group Ltd. ................... Food Products 65,970 319,500
------------
25,412,090
------------

SOUTH KOREA 13.2%
CJ Corp. .................................... Food Products 33,500 1,478,464
Hite Brewery Co., Ltd. ...................... Beverages 15,710 892,000
Hotel Shilla Co. ............................ Hotels Restaurants & Leisure 34,910 158,217
Hyundai Development Co. ..................... Construction & Engineering 190,590 1,514,044
Hyundai Motor Co. Ltd. ...................... Automobiles 136,200 4,531,330
Kangwon Land Inc. ........................... Hotels Restaurants & Leisure 26,641 2,991,389
Kookmin Bank ................................ Commercial Banks 2,480 90,402
Korea Electric Power Corp. .................. Electric Utilities 158,622 2,598,264
Korea Gas Corp. ............................. Gas Utilities 67,430 1,505,121
KT Corp. .................................... Diversified Telecommunication Services 34,650 1,318,950
LG Household & Health Care Ltd. ............. Household Products 37,570 926,296
POSCO ....................................... Metals & Mining 18,840 2,222,584
Samsung Corp. ............................... Trading Companies & Distributors 51,440 371,093
Samsung Fine Chemicals ...................... Chemicals 109,500 1,547,358
Samsung Heavy Industries Co. Ltd. ........... Machinery 369,240 1,607,640
SK Corp. .................................... Oil & Gas 84,090 1,191,855
SK Telecom Co. Ltd. ......................... Wireless Telecommunication Services 1,250 213,240
------------
25,158,247
------------

SWITZERLAND .1%
a Compagnie Financiere Richemont AG, Dep.
shs. ....................................... Textiles Apparel & Luxury Goods 50,000 95,839
------------

TAIWAN 11.2%
Advantech Co. Ltd. .......................... Computers & Peripherals 329,052 534,644
Asustek Computer Inc. ....................... Computers & Peripherals 920,250 2,478,570

Annual Report | 11

Templeton Emerging Markets Fund

STATEMENT OF INVESTMENTS, AUGUST 31, 2003 (CONTINUED)

COMMON STOCKS (CONT.)
TAIWAN (CONT.)
Avision Inc. ................................ Computers & Peripherals 318,573 $ 258,343
a Benq Corp. .................................. Computers & Peripherals 345,000 510,056
Chinatrust Financial Holding Co. Ltd. ....... Commercial Banks 1,030,540 838,720
a D-Link Corp. ................................ Communications Equipment 1,791,000 1,919,041
Delta Electronics Inc. ...................... Electronic Equipment & Instruments 1,342,552 1,768,688
Elan Microelectronics Corp. ................. Software 1,286,000 1,178,400
Elite Semiconductor Memory Technology Inc. .. Electrical Equipment 125,440 330,511
International Bank of Taipei ................ Commercial Banks 166,150 77,827
Kinpo Electronics Inc. ...................... Office Electronics 597,300 367,214
a Lite-on Technology .......................... Computers & Peripherals 1,480,000 1,676,796
Mega Financial Holding Co. Ltd. ............. Commercial Banks 1,956,661 950,892
Phoenixtec Power Co. Ltd. ................... Electrical Equipment 741,990 868,892
a President Chain Store Corp. ................. Food & Staples Retailing 44,000 58,095
Sinopac Holdings ............................ Commercial Banks 3,640,302 1,444,057
Sunplus Technology Co. Ltd. ................. Semiconductors & Semiconductor Equipment 1,800,300 2,872,427
Taiwan Cellular Corp. ....................... Wireless Telecommunication Services 2,441,372 1,751,087
a Tatung Co. Ltd .............................. Electrical Equipment 348,000 97,804
Tsann Kuen Enterprise Co. Ltd. .............. Household Durables 304,000 433,421
UNI-President Enterprises Corp. ............. Food Products 1,192,350 408,411
Yuanta Core Pacific Securities Co. .......... Diversified Financial Services 1,133,000 641,876
------------
21,465,772
------------

THAILAND 1.6%
Banpu Public Co. Ltd., fgn. ................. Metals & Mining 15,000 20,626
Delta Electronics (Thailand) Public Co.
Ltd., fgn. ................................. Electronic Equipment & Instruments 184,000 139,937
Hana Microelectronics Co. Ltd., fgn. ........ Electronic Equipment & Instruments 142,700 338,952
National Finance Public Co. Ltd., fgn. ...... Consumer Finance 829,200 296,647
PTT Exploration & Production Public Co. Ltd.,
fgn. ....................................... Oil & Gas 526,100 2,022,969
PTT Public Co. Ltd., fgn. ................... Oil & Gas 160,200 284,609
a Telecomasia Corp. Public Co. Ltd., Diversified Telecommunication Services
purch. rts. ................................ 246,818 --
a Tisco Finance, fgn. ......................... Consumer Finance 20,000 14,845
------------
3,118,585
------------

TURKEY 4.7%
Akbank ...................................... Commercial Banks 814,994,852 2,529,157
Arcelik AS, Br. ............................. Household Durables 664,654,650 2,299,679
Migros Turk T.A.S. .......................... Food & Staples Retailing 90,830,000 978,444
Tupras-Turkiye Petrol Rafineleri AS ......... Oil & Gas 398,551,470 3,241,296
------------
9,048,576
------------
TOTAL COMMON STOCKS (COST $152,938,963)...... 179,515,755
------------

12 | Annual Report

Templeton Emerging Markets Fund

STATEMENT OF INVESTMENTS, AUGUST 31, 2003 (CONTINUED)

PREFERRED STOCKS 5.0%
BRAZIL 5.0%
Banco Bradesco SA, ADR, pfd. ................ Commercial Banks 151,017 $ 3,242,335
Cia Vale do Rio Doce, A, ADR, pfd. .......... Metals & Mining 66,477 2,268,860
Duratex SA, pfd. ............................ Building Products 5,206,910 110,785
Metalurgica Gerdau SA, pfd. ................. Metals & Mining 2,500 37,521
Petroleo Brasileiro SA, ADR, pfd. ........... Oil & Gas 187,064 3,816,106
------------
TOTAL PREFERRED STOCKS (COST $8,522,573)..... 9,475,607
------------

SHORT TERM INVESTMENTS (COST $1,008,805) .5%
b Franklin Institutional Fiduciary Trust Money
Market Portfolio ........................... 1,008,805 1,008,805
------------
TOTAL INVESTMENTS (COST $162,470,341) 99.5%.. 190,000,167
OTHER ASSETS, LESS LIABILITIES .5%........... 1,075,615
------------
NET ASSETS 100.0%............................ $191,075,782
============

aNon-income producing.
bSee Note 6 regarding investments in the Franklin Institutional Fiduciary Trust
Money Market Portfolio.

Annual Report | See notes to financial statements. | 13

Templeton Emerging Markets Fund

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
August 31, 2003

Assets:

Investments in securities:
Cost.......................................................................... $162,470,341
------------
Value......................................................................... 190,000,167
Cash........................................................................... 623,079
Foreign currency, at value (cost $284,501)..................................... 283,911
Receivables:
Investment securities sold.................................................... 248,182
Dividends and interest........................................................ 949,609
------------
Total assets.............................................................. 192,104,948
------------
Liabilities:
Payables:
Investment securities purchased............................................... 194,396
Affiliates.................................................................... 220,998
Deferred tax liability (Note 1f)............................................... 466,749
Other liabilities ............................................................. 147,023
------------
Total liabilities......................................................... 1,029,166
------------
Net assets, at value............................................................ $191,075,782
------------
Net assets consist of:
Undistributed net investment income............................................ $ 2,171,570
Net unrealized appreciation (depreciation)..................................... 27,055,365
Accumulated net realized gain (loss)........................................... (42,944,964)
Capital shares................................................................. 204,793,811
------------
Net assets, at value............................................................ $191,075,782
------------
Net asset value per share ($191,075,782 / 17,656,437 shares outstanding)........ $10.82
------------

14 | See notes to financial statements. | Annual Report

Templeton Emerging Markets Fund

FINANCIAL STATEMENTS (CONTINUED)

STATEMENT OF OPERATIONS
for the year ended August 31, 2003

Investment income:
(net of foreign taxes of $627,452)
Dividends ..................................................................... $ 6,013,223
Interest ...................................................................... 2,171
-----------
Total investment income .................................................. 6,015,394
Expenses:
Management fees (Note 3) ...................................................... 1,975,332
Administrative fees (Note 3) .................................................. 238,964
Transfer agent fees ........................................................... 192,200
Custodian fees ................................................................ 168,500
Reports to shareholders ....................................................... 24,400
Registration and filing fees .................................................. 39,600
Professional fees ............................................................. 249,100
Directors' fees and expenses .................................................. 34,400
Other ......................................................................... 9,300
-----------
Total expenses ........................................................... 2,931,796
-----------
Net investment income ............................................... 3,083,598
-----------
Realized and unrealized gains (losses):
Net realized gain (loss) from:
Investments (net of foreign taxes of $407,519) ............................... (724,599)
Foreign currency transactions ................................................ (315,547)
-----------
Net realized gain (loss) ................................................. (1,040,146)
Net unrealized appreciation (depreciation) on:
Investments .................................................................. 37,433,271
Deferred taxes (Note 1f) ..................................................... (466,749)
Translation of assets and liabilities denominated in foreign currencies ...... 72,126
-----------
Net unrealized appreciation (depreciation) ............................... 37,038,648
-----------
Net realized and unrealized gain (loss) ........................................ 35,998,502
-----------
Net increase (decrease) in net assets resulting from operations ................ $39,082,100
-----------

Annual Report | See notes to financial statements. | 15

Templeton Emerging Markets Fund

FINANCIAL STATEMENTS (CONTINUED)

STATEMENTS OF CHANGES IN NET ASSETS
for the years ended August 31, 2003 and 2002

------------------------------
2003 2002
------------------------------

Increase (decrease) in net assets:
Operations:
Net investment income ............................................................... $ 3,083,598 $ 2,665,289
Net realized gain (loss) from investments and foreign currency transactions ......... (1,040,146) (9,790,317)
Net unrealized appreciation (depreciation) on investments, deferred taxes, and
translation of assets and liabilities denominated in foreign currencies ........... 37,038,648 7,282,087
------------------------------
Net increase (decrease) in net assets resulting from operations ................. 39,082,100 157,059
Distributions to shareholders from net investment income .............................. (2,646,700) (1,894,536)
------------------------------
Net increase (decrease) in net assets ........................................... 36,435,400 (1,737,477)
Net assets:
Beginning of year .................................................................... 154,640,382 156,377,859
------------------------------
End of year $191,075,782 $154,640,382
==============================
Undistributed net investment income included in net assets:
End of year .......................................................................... $ 2,171,570 $ 2,105,527
==============================

16 | See notes to financial statements. | Annual Report

Templeton Emerging Markets Fund

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Templeton Emerging Markets Fund (the Fund, formerly Templeton Emerging Markets
Fund, Inc.) is registered under the Investment Company Act of 1940 as a
closed-end, diversified investment company. Effective November 1, 2002, the Fund
was reorganized from a Maryland corporation into a Delaware statutory trust. The
reorganization had no effect on shares of the Fund or its investment portfolio.
The Fund seeks long-term capital appreciation by investing mainly in emerging
country equity securities. The following summarizes the Fund's significant
accounting policies.

A. SECURITY VALUATION

Securities listed or traded on a recognized national exchange or NASDAQ are
valued at the last reported sales price. Over-the-counter securities and listed
securities for which no sale is reported are valued within the range of the
latest quoted bid and asked prices. Securities for which market quotations are
not readily available are valued at fair value as determined by management in
accordance with procedures established by the Board of Trustees.

B. FOREIGN CURRENCY TRANSLATION

Portfolio securities and other assets and liabilities denominated in foreign
currencies are translated into U.S. dollars based on the exchange rate of such
currencies against U.S. dollars on the date of valuation. Purchases and sales of
securities and income items denominated in foreign currencies are translated
into U.S. dollars at the exchange rate in effect on the transaction date.

The Fund does not separately report the effect of changes in foreign exchange
rates from changes in market prices on securities held. Such changes are
included in net realized and unrealized gain or loss from investments.

Realized foreign exchange gains or losses arise from sales of foreign
currencies, currency gains or losses realized between the trade and settlement
dates on securities transactions, and the difference between the recorded
amounts of dividends, interest, and foreign withholding taxes and the U.S.
dollar equivalent of the amounts actually received or paid. Net unrealized
foreign exchange gains and losses arise from changes in foreign exchange rates
on foreign denominated assets and liabilities other than investments in
securities held at the end of the reporting period.

C. FOREIGN CURRENCY CONTRACTS

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

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

Annual Report | 17

Templeton Emerging Markets Fund

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

D. INCOME TAXES

No provision has been made for income taxes because the Fund's policy is to
qualify as a regulated investment company under the Internal Revenue Code and to
distribute substantially all of its taxable income.

E. SECURITY TRANSACTIONS, INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS

Security transactions are accounted for on trade date. Realized gains and losses
on security transactions are determined on a specific identification basis.
Certain income from foreign securities is recorded as soon as information is
available to the Fund. Interest income and estimated expenses are accrued daily.
Dividend income and distributions to shareholders are recorded on the
ex-dividend date.

F. DEFERRED TAXES

Deferred taxes are recorded for estimated tax liabilities inherent in each
Fund's portfolio securities which may arise from subsequent sales of those
securities and corresponding asset repatriations from countries that impose such
taxes.

G. ACCOUNTING ESTIMATES

The preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the amounts of income
and expense during the reporting period. Actual results could differ from those
estimates.

H. GUARANTEES AND INDEMNIFICATIONS

Under the Fund's organizational documents, its officers and trustees are
indemnified against certain liability arising out of the performance of their
duties to the Funds. Additionally, in the normal course of business, the Fund
enters into contracts with service providers that contain general
indemnification clauses. The Fund's maximum exposure under these arrangements is
unknown as this would involve future claims that may be made against the Funds
that have not yet occurred. However, based on experience, the Fund expects the
risk of loss to be remote.

2. CAPITAL SHARES

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

At August 31, 2003, there were 30 million shares authorized ($0.01 par value).
During the year ended August 31, 2003 and the year ended August 31, 2002, there
were no share repurchase transactions.

18 | Annual Report

Templeton Emerging Markets Fund

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

3. TRANSACTIONS WITH AFFILIATES

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

The Fund pays an investment management fee to TAML of 1.25% per year of the
Fund's average daily net assets. The Fund pays an administrative fee monthly to
FT Services at an annual rate of 0.15% per year of the Fund's average daily net
assets.

4. INCOME TAXES

At August 31, 2003, the cost of investments, net unrealized appreciation
(depreciation), and undistributed ordinary income for income tax purposes were
as follows:

Cost of investments ..................................... $164,623,254
------------
Unrealized appreciation ................................. 33,840,466
Unrealized depreciation ................................. (8,463,553)
------------
Net unrealized appreciation (depreciation) .............. $ 25,376,913
============

Distributable earnings - ordinary income ................ $ 3,740,345
============

The tax character of distributions paid during the years ended August 31, 2003
and 2002, was as follows:

-------------------------
2003 2002
-------------------------
Distributions paid from:
Ordinary income ..................... $2,646,700 $1,894,536

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

Annual Report | 19

Templeton Emerging Markets Fund

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

4. INCOME TAXES (CONTINUED)

At August 31, 2003, the Fund had tax basis capital losses which may be carried
over to offset future capital gains. Such losses expire as follows:

Capital loss carryovers expiring in:
2008 .................................................. $ 1,056,614
2009 .................................................. 2,373,131
2010 .................................................. 30,608,800
2011 .................................................. 7,846,360
-----------
$41,884,905
===========

At August 31, 2003, the Fund had deferred currency losses occurring subsequent
to October 31, 2002 of $270,525. For tax purposes, such losses will be reflected
in the year ending August 31, 2004.

5. INVESTMENT TRANSACTIONS

Purchases and sales of securities (excluding short-term securities) for the year
ended August 31, 2003 aggregated $79,500,243 and $75,458,881, respectively.

6. INVESTMENTS IN FRANKLIN INSTITUTIONAL FIDUCIARY TRUST MONEY MARKET PORTFOLIO

The Fund may invest in the Franklin Institutional Fiduciary Trust Money Market
Portfolio (the Sweep Money Fund), an open-end investment company managed by
Franklin Advisers Inc. (an affiliate of the advisor). Management fees paid by
the Fund are reduced on assets invested in the Sweep Money Fund in an amount not
to exceed the management fees paid by the Sweep Money Fund. The Fund earned
$55,207 of dividend income from investment in the Sweep Money Fund for the year
ended August 31, 2003.

20 | Annual Report

Templeton Emerging Markets Fund

INDEPENDENT AUDITORS' REPORT

TO THE BOARD OF TRUSTEES AND SHAREHOLDERS OF TEMPLETON EMERGING MARKETS FUND

In our opinion, the accompanying statement of assets and liabilities, including
the statement of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of the Templeton Emerging Markets Fund
(the "Fund," formerly Templeton Emerging Markets Fund, Inc.) at August 31, 2003,
the results of its operations for the year then ended, the changes in its net
assets for each of the two years in the period then ended and the financial
highlights for each of the five years in the period then ended, in conformity
with accounting principles generally accepted in the United States of America.
These financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Fund's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with auditing standards generally accepted in the United States of America,
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits, which included
confirmation of securities at August 31, 2003 by correspondence with the
custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

San Francisco, California
October 3, 2003

Annual Report | 21

Templeton Emerging Markets Fund

TAX DESIGNATION (UNAUDITED)

Under Section 854(b)(2) of the Internal Revenue Code, the Fund hereby designates
up to a maximum of $3,020,329 as qualified dividends for purposes of the maximum
rate under Section 1(h)(11) of the Code for the fiscal year ended August 31,
2003. In January 2004 shareholders will receive Form 1099-DIV which will include
their share of qualified dividends distributed during the calendar year 2003.
Shareholders are advised to check with their tax advisors for information on the
treatment of these amounts on their individual income tax returns.

At August 31, 2003, more than 50% of the Fund's total assets were invested in
securities of foreign issuers. In most instances, foreign taxes were withheld
from dividends paid to the Fund on these investments. As shown in the table
below, the Fund hereby designates to shareholders the foreign source income and
foreign taxes paid, pursuant to Section 853 of the Internal Revenue Code. This
designation will allow shareholders of record on November 6, 2003, to treat
their proportionate share of foreign taxes paid by the Fund as having been paid
directly by them. The shareholder shall consider these amounts as foreign taxes
paid in the tax year in which they receive the Fund distribution.

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

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

Austria ........................ 0.0014 0.0053
Brazil ......................... 0.0047 0.0240
Chile .......................... 0.0002 0.0004
China .......................... 0.0000 0.0091
Croatia ........................ 0.0000 0.0008
Czech Republic ................. 0.0002 0.0010
Egypt .......................... 0.0000 0.0013
Greece ......................... 0.0000 0.0029
Hong Kong ...................... 0.0000 0.0273
Hungary ........................ 0.0006 0.0022
India .......................... 0.0126 0.0101
Indonesia ...................... 0.0033 0.0129
Israel ......................... 0.0000 0.0002
Luxembourg ..................... 0.0000 0.0015
Malaysia ....................... 0.0006 0.0013
Mexico ......................... 0.0000 0.0139
Philippines .................... 0.0006 0.0013
Poland ......................... 0.0002 0.0007
Portugal ....................... 0.0000 0.0001
Russia ......................... 0.0013 0.0053
Singapore ...................... 0.0029 0.0129
South Africa ................... 0.0015 0.0360
South Korea .................... 0.0089 0.0314
Taiwan ......................... 0.0067 0.0142
Thailand ....................... 0.0010 0.0061
Turkey ......................... 0.0000 0.0087
United Kingdom ................. 0.0000 0.0003
-------------------------------------
TOTAL .......................... $0.0467 $0.2312
=====================================

In January 2004, shareholders will receive Form 1099-DIV which will include
their share of taxes paid and foreign source income distributed during the
calendar year 2003. Shareholders are advised to check with their tax advisors
for information on the treatment of these amounts on their 2003 individual
income tax returns.

22 | Annual Report

Templeton Emerging Markets Fund

ANNUAL MEETING OF SHAREHOLDERS, FEBRUARY 28, 2003

The Annual Meeting of Shareholders of the Fund was held at the Fund's offices,
500 E. Broward Blvd., Fort Lauderdale, Florida, on February 28, 2003. The
purpose of the meeting was to elect three Trustees of the Fund. At the meeting,
the following persons were elected by the shareholders to serve as Trustees of
the Fund: Betty P. Krahmer, Gordon S. Macklin and Fred R. Millsaps.* No other
business was transacted at the meeting.

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

The election of three (3) Trustees:

--------------------------------------------------------------------------------------------------------
% OF % OF % OF % OF
OUTSTANDING VOTED OUTSTANDING VOTED
TERM EXPIRING 2006 FOR SHARES SHARES WITHHELD SHARES SHARES
--------------------------------------------------------------------------------------------------------

Betty P. Krahmer ........ 14,764,434 83.62% 96.87% 476,722 2.70% 3.13%
Gordon S. Macklin ....... 14,748,640 83.53% 96.77% 492,516 2.79% 3.23%
Fred R. Millsaps ........ 14,749,862 83.54% 96.78% 491,294 2.78% 3.22%

* Harris J. Ashton, Nicholas F. Brady, Harmon E. Burns, Frank J. Crothers, S.
Joseph Fortunato, Andrew H. Hines, Jr., Edith E. Holiday, Charles B. Johnson
and Constantine D. Tseretopoulos are Trustees of the Fund who are currently
serving and whose terms of office continued after the Annual Meeting of
Shareholders.

Annual Report | 23

Templeton Emerging Markets Fund

DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN

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

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

Whenever the Fund declares dividends in either cash or common stock of the Fund,
if the market price is equal to or exceeds net asset value at the valuation
date, the participant will receive the dividends entirely in stock at a price
equal to the net asset value, but not less than 95% of the then current market
price of the Fund's shares. If the market price is lower than net asset value or
if dividends and/or capital gains distributions are payable only in cash, the
participant will receive shares purchased on the New York Stock Exchange or
otherwise on the open market.

A participant has the option of submitting additional payments to Mellon Bank,
N.A. (the "Plan Agent"), in any amounts of at least $100, up to a maximum of
$5,000 per month, for the purchase of Fund shares for his or her account. These
payments shall be made by check or money order payable to "Mellon Bank, N.A."
and sent to Mellon Investor Services, P.O. Box 382009, Pittsburgh, PA
15250-8009, Attn: Templeton Emerging Markets Fund. The Plan Agent shall apply
such payments (less a $5.00 service charge and less a pro rata share of trading
fees) to purchases of Fund shares on the open market.

The automatic reinvestment of dividends and/or capital gains does not relieve
the participant of any income tax that may be payable on dividends or
distributions.

The participant may withdraw from the Plan without penalty at any time by
written notice to the Plan Agent sent to Mellon Investor Services, P.O. Box
3338, South Hackensack, NJ 07606-1938. Upon withdrawal, the participant will
receive, without charge, stock certificates issued in the participant's name for
all full shares held by the Plan Agent; or, if the participant wishes, the Plan
Agent will sell the participant's shares and send the proceeds, less a service
charge of $5.00 and less trading fees.

Whenever shares are purchased on the New York Stock Exchange or otherwise on the
open market, each participant will pay a pro rata portion of trading fees.
Trading fees will be deducted from amounts to be invested.

24 | Annual Report

Templeton Emerging Markets Fund

TRANSFER AGENT

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

SHAREHOLDER INFORMATION

Shares of Templeton Emerging Markets Fund are traded on the New York Stock
Exchange under the symbol "EMF." The Fund's shares are also listed and traded on
the Pacific Exchange. Information about the net asset value and the market price
is published each Monday in the Wall Street Journal, weekly in Barron's and each
Saturday in The New York Times and other newspapers. Daily market prices for the
Fund's shares are published in the New York Stock Exchange Composite
Transactions section of newspapers.

For current information about dividends and shareholder accounts, call
1-800/416-5585. Registered shareholders can now access their Fund account
on-line with Investor ServiceDirect(R). For information go to Mellon Investor
Services' web site at http://www.melloninvestor.com and follow the instructions.

The daily closing net asset value as of the previous business day may be
obtained when available by calling Franklin Templeton Fund Information after 7
a.m. pacific time any business day at 1-800/DIAL BEN(R) (1-800/342-5236). The
Fund's net asset value and dividends are also listed on the NASDAQ Stock Market,
Inc.'s Mutual Fund Quotation Service ("NASDAQ MFQS").

Shareholders not receiving copies of the Reports to Shareholders because their
shares are registered in the name of a broker or a custodian can request that
they be added to the Fund's mailing list, by writing Templeton Emerging Markets
Fund, 100 Fountain Parkway, P.O. Box 33030, St. Petersburg, FL 33733-8030.

Annual Report | 25

Board Members and Officers

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

INDEPENDENT BOARD MEMBERS

HARRIS J. ASHTON (71) Trustee Since 1992 142 Director, Bar-S Foods (meat packing
500 East Broward Blvd. company).
Suite 2100
Fort Lauderdale, FL 33394-3091
------------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Director of various companies; and FORMERLY, Director, RBC Holdings, Inc. (bank holding company) (until 2002); and President, Chief
Executive Officer and Chairman of the Board, General Host Corporation (nursery and craft centers) (until 1998).
------------------------------------------------------------------------------------------------------------------------------------
FRANK J. CROTHERS (59) Trustee Since 1999 17 None
500 East Broward Blvd.
Suite 2100
Fort Lauderdale, FL 33394-3091
------------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Chairman, Atlantic Equipment & Power Ltd.; Chairman, Ventures Resources Corporation (Vice Chairman 1996-2003); Vice Chairman,
Caribbean Utilities Co. Ltd.; Director and President, Provo Power Company Ltd.; Director, Caribbean Electric Utility Services
Corporation (Chairman until 2002); and director of various other business and nonprofit organizations.
------------------------------------------------------------------------------------------------------------------------------------
S. JOSEPH FORTUNATO (71) Trustee Since 1992 143 None
500 East Broward Blvd.
Suite 2100
Fort Lauderdale, FL 33394-3091
------------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Attorney; and FORMERLY, member of the law firm of Pitney, Hardin, Kipp & Szuch.
------------------------------------------------------------------------------------------------------------------------------------
ANDREW H. HINES, JR. (80) Trustee Since 1990 28 None
500 East Broward Blvd.
Suite 2100
Fort Lauderdale, FL 33394-3091
------------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Consultant, Triangle Consulting Group; and FORMERLY, Executive-in-Residence, Eckerd College (1991-2002); Chairman and Director,
Precise Power Corporation (1990-1997); Director, Checkers Drive-In Restaurants, 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.
------------------------------------------------------------------------------------------------------------------------------------

26 | Annual Report

EDITH E. HOLIDAY (51) Trustee Since 1996 92 Director, Amerada Hess Corporation
500 East Broward Blvd. (exploration and refining of oil and
Suite 2100 gas); Hercules Incorporated (chemicals,
Fort Lauderdale, FL 33394-3091 fibers and resins); Beverly Enterprises,
Inc. (health care); H.J. Heinz Company
(processed foods and allied products);
RTI International Metals, Inc.
(manufacture and distribution of
titanium); and Canadian National Railway
(railroad).
------------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Director or Trustee of various companies and trusts; and FORMERLY, Assistant to the President of the United States and Secretary of
the Cabinet (1990-1993); General Counsel to the United States Treasury Department (1989-1990); and Counselor to the Secretary and
Assistant Secretary for Public Affairs and Public Liaison-United States Treasury Department (1988-1989).
------------------------------------------------------------------------------------------------------------------------------------
BETTY P. KRAHMER (74) Trustee Since 1990 21 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 (75) Trustee Since 1993 142 Director, White Mountains Insurance
500 East Broward Blvd. Group, Ltd. (holding company); Martek
Suite 2100 Biosciences Corporation; MedImmune, Inc.
Fort Lauderdale, FL 33394-3091 (biotechnology); Overstock.com (Internet
services); and Spacehab, Inc. (aerospace
services); and FORMERLY, Director, MCI
Communication Corporation (subsequently
known as MCI WorldCom, Inc. and WorldCom,
Inc.) (communications services)
(1988-2002).
------------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Deputy Chairman, White Mountains Insurance Group, Ltd. (holding company); and FORMERLY, Chairman, White River Corporation
(financial services) (1993-1998) and Hambrecht & Quist Group (investment banking) (1987-1992); and President, National Association
of Securities Dealers, Inc. (1970-1987).
------------------------------------------------------------------------------------------------------------------------------------
FRED R. MILLSAPS (74) Trustee Since 1990 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; 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).
------------------------------------------------------------------------------------------------------------------------------------

Annual Report | 27

FRANK A. OLSON (71) Trustee Since May 2003 17 Director, Becton, Dickinson and Co.
500 East Broward Blvd. (medical technology); White Mountains
Suite 2100 Insurance Group Ltd. (holding company);
Fort Lauderdale, FL 33394-3091 and Amerada Hess Corporation (exploration
and refining of oil and gas).
------------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Chairman of the Board, The Hertz Corporation (car rental) (since 1980) (Chief Executive Officer 1977-1999); and FORMERLY, Chairman
of the Board, President and Chief Executive Officer, UAL Corporation (airlines).
------------------------------------------------------------------------------------------------------------------------------------
CONSTANTINE D. TSERETOPOULOS Trustee Since 1999 17 None
(49)
500 East Broward Blvd.
Suite 2100
Fort Lauderdale, FL 33394-3091
------------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Physician, Lyford Cay Hospital (1987-present); director of various nonprofit organizations; and FORMERLY, Cardiology Fellow,
University of Maryland (1985-1987) and Internal Medicine Resident, Greater Baltimore Medical Center (1982-1985).
------------------------------------------------------------------------------------------------------------------------------------

INTERESTED BOARD MEMBERS AND OFFICERS

------------------------------------------------------------------------------------------------------------------------------------
NUMBER OF PORTFOLIOS IN
LENGTH OF FUND COMPLEX OVERSEEN
NAME, AGE AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD
------------------------------------------------------------------------------------------------------------------------------------
**NICHOLAS F. BRADY (73) Trustee Since 1993 21 Director, Amerada Hess Corporation
500 East Broward Blvd. (exploration and refining of oil and
Suite 2100 gas); and C2, Inc. (operating and
Fort Lauderdale, FL 33394-3091 investment business); and FORMERLY,
Director, H.J. Heinz Company (processed
foods and allied products) (1987-1988;
1993-2003).
------------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Chairman, Templeton Emerging Markets Investment Trust PLC, Darby Overseas Investments, Ltd., Darby Emerging Markets Investments LDC
and Darby Technology Ventures Group, LLC (investment firms) (1994-present); Director, Templeton Capital Advisors Ltd. and Franklin
Templeton Investment Fund; and FORMERLY, Secretary of the United States Department of the Treasury (1988-1993); Chairman of the
Board, Dillon, Read & Co., Inc. (investment banking) (until 1988); and U.S. Senator, New Jersey (April 1982-December 1982).
------------------------------------------------------------------------------------------------------------------------------------
**HARMON E. BURNS (58) Trustee and Trustee since 38 None
One Franklin Parkway Vice President 1992 and Vice
San Mateo, CA 94403-1906 President since
1996
------------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Vice Chairman, Member - Office of the Chairman and Director, Franklin Resources, Inc.; Vice President and Director, Franklin
Templeton Distributors, Inc.; Executive Vice President, Franklin Advisers, Inc.; Director, Franklin Investment Advisory Services,
Inc.; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and
of 49 of the investment companies in Franklin Templeton Investments.
------------------------------------------------------------------------------------------------------------------------------------

28 | Annual Report

**CHARLES B. JOHNSON (70) Trustee, Trustee and 142 None
One Franklin Parkway Chairman of Chairman of the
San Mateo, CA 94403-1906 the Board and Board since 1995
Vice President and Vice
President since
1992
------------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Chairman of the Board, Chief Executive Officer, Member - Office of the Chairman and Director, Franklin Resources, Inc.; Vice
President, Franklin Templeton Distributors, Inc.; Director, Fiduciary Trust Company International; and officer and/or director or
trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in
Franklin Templeton Investments.
------------------------------------------------------------------------------------------------------------------------------------
JEFFERY A. EVERETT (39) Vice President Since 2001 Not Applicable None
PO Box N-7759
Lyford Cay,
Nassau, Bahamas
------------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
President and Director, Templeton Global Advisors Limited; officer of 15 of the investment companies in Franklin Templeton
Investments; and FORMERLY, Investment Officer, First Pennsylvania Investment Research (until 1989).
------------------------------------------------------------------------------------------------------------------------------------
MARTIN L. FLANAGAN (43) Vice President Since 1989 Not Applicable None
One Franklin Parkway
San Mateo, CA 94403-1906
------------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
President, 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; 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 or trustee, as the case may be, of some of
the other subsidiaries of Franklin Resources, Inc. and of 49 of the investment companies in Franklin Templeton Investments.
------------------------------------------------------------------------------------------------------------------------------------
JIMMY D. GAMBILL (56) Senior Vice Since 2002 Not Applicable None
500 East Broward Blvd. President and
Suite 2100 Chief
Fort Lauderdale, FL Executive
33394-3091 Officer -
Finance and
Administration
------------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
President, Franklin Templeton Services, LLC; Senior Vice President, Templeton Worldwide, Inc.; and officer of 51 of the investment
companies in Franklin Templeton Investments.
------------------------------------------------------------------------------------------------------------------------------------
DAVID P. GOSS (56) Vice President Since 2000 Not Applicable None
One Franklin Parkway
San Mateo, CA 94403-1906
------------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Associate General Counsel, Franklin Resources, Inc.; officer and director of one of the subsidiaries of Franklin Resources, Inc.;
officer of 51 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).
------------------------------------------------------------------------------------------------------------------------------------

Annual Report | 29

BARBARA J. GREEN (55) Vice President Vice President Not Applicable None
One Franklin Parkway and Secretary since 2000 and
San Mateo, CA 94403-1906 Secretary since
1996
------------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Vice President and Deputy General Counsel, Franklin Resources, Inc.; Secretary
and Senior Vice President, Templeton Worldwide, Inc.; Secretary, Franklin Mutual Advisers, LLC; and officer of some of the other
subsidiaries of Franklin Resources, Inc. and of 51 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).
------------------------------------------------------------------------------------------------------------------------------------
RUPERT H. JOHNSON, JR. (63) Vice President Since 1996 Not Applicable None
One Franklin Parkway
San Mateo, CA 94403-1906
------------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Vice Chairman, Member - Office of the Chairman and Director, Franklin Resources, Inc.; Vice President and Director, Franklin
Templeton Distributors, Inc.; Director, Franklin Advisers, Inc. and Franklin Investment Advisory Services, Inc.; Senior Vice
President, Franklin Advisory Services, LLC; and officer and/or director or trustee, as the case may be, of some of the other
subsidiaries of Franklin Resources, Inc. and of 49 of the investment companies in Franklin Templeton Investments.
------------------------------------------------------------------------------------------------------------------------------------
JOHN R. KAY (63) Vice President Since 1994 Not Applicable None
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 subsidiaries of Franklin Resources, Inc. and of 32 of the
investment companies in Franklin Templeton Investments; and FORMERLY, Vice President and Controller, Keystone Group, Inc.
------------------------------------------------------------------------------------------------------------------------------------
MICHAEL O. MAGDOL (66) Vice President Since 2002 Not Applicable Director, FTI Banque, Arch Chemicals,
600 Fifth Avenue - AML Inc. and Lingnan Foundation
Rockefeller Center Compliance
New York, NY 10048-0772
------------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Vice Chairman, Chief Banking Officer and Director, Fiduciary Trust Company International; and officer and/or director, as the case
may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 47 of the investment companies in Franklin Templeton
Investments.
------------------------------------------------------------------------------------------------------------------------------------
MARK MOBIUS (67) President and President since Not Applicable None
17th Floor, The Chater House Chief 1987 and Chief
8 Connaught Road Executive Executive
Central Officer - Officer -
Hong Kong Investment Investment
Management Management
since 2002
------------------------------------------------------------------------------------------------------------------------------------
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 six 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).
------------------------------------------------------------------------------------------------------------------------------------

30 | Annual Report

BRUCE S. ROSENBERG (41) Treasurer and Treasurer since Not Applicable None
500 East Broward Blvd. Chief Financial 2000 and Chief
Suite 2100 Officer Financial Officer
Fort Lauderdale, FL 33394-3091 since 2002
------------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Vice President, Franklin Templeton Services, LLC; and officer of some of the other subsidiaries of Franklin Resources, Inc. and of
41 of the investment companies in Franklin Templeton Investments.
------------------------------------------------------------------------------------------------------------------------------------
MURRAY L. SIMPSON (66) Vice President Since 2000 Not Applicable None
One Franklin Parkway
San Mateo, CA 94403-1906
------------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL OCCUPATION DURING PAST 5 YEARS:
Executive Vice President and General Counsel, Franklin Resources, Inc.; officer and/or director, as the case may be, of some of the
subsidiaries of Franklin Resources, Inc. and of 51 of the investment companies in Franklin Templeton Investments; and FORMERLY,
Chief Executive Officer and Managing Director, Templeton Franklin Investment Services (Asia) Limited (until 2000); and Director,
Templeton Asset Management Ltd. (until 1999).
------------------------------------------------------------------------------------------------------------------------------------

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

**Charles B. Johnson is considered an interested person of the Fund under the
federal securities laws due to his position as an officer and director and major
shareholder of Franklin Resources, Inc. (Resources), which is the parent company
of the Fund's adviser. Harmon E. Burns is considered an interested person of the
Fund under the federal securities laws due to his position as officer and
director of Resources. Nicholas F. Brady is considered an interested person of
the Fund under the federal securities laws due to his business affiliations with
Resources and Templeton Global Advisors Limited. On August 4, 2003, Resources
announced that it had signed a definitive agreement under which it will acquire
all of Darby Overseas Investments, Ltd. (Darby Investments) and the remaining
portion not currently owned by Resources of Darby Overseas Partners, L.P. (Darby
Partners). Mr. Brady will continue as Chairman of Darby Investments, which is
the corporate general partner of Darby Partners. In addition, Darby Partners and
Templeton Global Advisors Limited are limited partners of Darby Emerging Markets
Fund, L.P. (DEMF). Mr. Brady will also continue to serve as Chairman of the
corporate general partner of DEMF, and Darby Partners and Darby Investments 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 Partners is a
significant investor and for which Darby Partners has the right to appoint a
majority of the directors. Templeton Global Advisors Limited also is a limited
partner in Darby--BBVA Latin America Private Equity Fund, L.P. (DBVA), a private
equity fund in which Darby Partners is a significant investor, and the general
partner of which Darby Partners 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.

Note: Charles B. Johnson and Rupert H. Johnson, Jr. are brothers.

THE SARBANES-OXLEY ACT OF 2002 AND RULES ADOPTED BY THE SECURITIES AND EXCHANGE
COMMISSION REQUIRE THE FUND TO DISCLOSE WHETHER THE FUND'S AUDIT COMMITTEE
INCLUDES AT LEAST ONE MEMBER WHO IS AN AUDIT COMMITTEE FINANCIAL EXPERT WITHIN
THE MEANING OF SUCH ACT AND RULES. THE FUND'S BOARD OF TRUSTEES HAS DETERMINED
THAT THERE IS AT LEAST ONE SUCH FINANCIAL EXPERT ON THE AUDIT COMMITTEE AND HAS
DESIGNATED EACH OF FRED R. MILLSAPS AND FRANK A. OLSON AS AN AUDIT COMMITTEE
FINANCIAL EXPERT. THE BOARD BELIEVES THAT MESSRS. MILLSAPS AND OLSON QUALIFY AS
SUCH AN EXPERT IN VIEW OF THEIR EXTENSIVE BUSINESS BACKGROUND AND EXPERIENCE.
MR. MILLSAPS, WHO IS CURRENTLY A DIRECTOR OF VARIOUS BUSINESS AND NONPROFIT
ORGANIZATIONS, HAS SERVED AS A MEMBER AND CHAIRMAN OF THE FUND AUDIT COMMITTEE
SINCE 1991 AND WAS FORMERLY CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF LANDMARK
BANKING CORPORATION AND FINANCIAL VICE PRESIDENT OF FLORIDA POWER AND LIGHT. MR.
OLSON, WHO CURRENTLY SERVES AS CHAIRMAN OF THE BOARD OF THE HERTZ CORPORATION
AND WAS ITS CHIEF EXECUTIVE OFFICER FROM 1977 TO 1999, IS A DIRECTOR AND AUDIT
COMMITTEE MEMBER OF AMERADA HESS CORPORATION AND WHITE MOUNTAINS INSURANCE
GROUP, LTD. AND A FORMER PRESIDENT AND CHIEF EXECUTIVE OFFICER OF UNITED
AIRLINES. AS A RESULT OF SUCH BACKGROUND AND EXPERIENCE, THE BOARD OF TRUSTEES
BELIEVES THAT MR. MILLSAPS AND MR. OLSON HAVE EACH ACQUIRED AN UNDERSTANDING OF
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND FINANCIAL STATEMENTS, THE GENERAL
APPLICATION OF SUCH PRINCIPLES IN CONNECTION WITH THE ACCOUNTING ESTIMATES,
ACCRUALS AND RESERVES, AND ANALYZING AND EVALUATING FINANCIAL STATEMENTS THAT
PRESENT A BREADTH AND LEVEL OF COMPLEXITY OF ACCOUNTING ISSUES GENERALLY
COMPARABLE TO THOSE OF THE FUND, AS WELL AS AN UNDERSTANDING OF INTERNAL
CONTROLS AND PROCEDURES FOR FINANCIAL REPORTING AND AN UNDERSTANDING OF AUDIT
COMMITTEE FUNCTIONS. MESSRS. MILLSAPS AND OLSON ARE INDEPENDENT TRUSTEES AS THAT
TERM IS DEFINED UNDER THE APPLICABLE STOCK EXCHANGE RULES AND SECURITIES AND
EXCHANGE COMMISSION RULES AND RELEASES.

Annual Report | 31

Templeton Emerging Markets Fund

PROXY VOTING POLICIES AND PROCEDURES

The Fund has established Proxy Voting Policies and Procedures ("Policies") that
the Fund uses to determine how to vote proxies relating to portfolio securities.
Shareholders may view the Fund's complete Policies online at
franklintempleton.com. Alternatively, shareholders may request copies of the
Policies free of charge by calling the Proxy Group collect at 1-954/847-2268 or
by sending a written request to: Franklin Templeton Companies, LLC, 500 East
Broward Boulevard, Suite 1500, Fort Lauderdale, FL 33394, Attention: Proxy
Group.

32 | Annual Report

[Franklin Templeton logo omitted]

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

ANNUAL REPORT AND SHAREHOLDER INFORMATION
TEMPLETON EMERGING
MARKETS FUND

AUDITORS
PricewaterhouseCoopers LLP
333 Market Street
San Francisco, CA 94105

TRANSFER AGENT
Mellon Investor Services LLC
85 Challenger Road
Ridgefield Park, NJ 07660
1-800/416-5585
www.mellon.com

FUND INFORMATION
1-800/342-5236

Investors should be aware that the value of investments made for the Fund may go
down as well as up. Like any investment in securities, the value of the Fund's
portfolio will be subject to the risk of loss from market, currency, economic,
political and other factors. The Fund and its investors are not protected from
such losses by the Investment Manager. Therefore, investors who cannot accept
this risk should not invest in shares of the Fund.

To ensure the highest quality of service, telephone calls to or from our service
departments may be monitored, recorded and accessed. These calls can be
identified by the presence of a regular beeping tone.

TLEMF A2003 10/03

ITEM 2. CODE OF ETHICS.

(A) THE REGISTRANT HAS ADOPTED A CODE OF ETHICS THAT APPLIES TO ITS PRINCIPAL
EXECUTIVE OFFICERS AND PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER.

(D) N/A

(F) PURSUANT TO ITEM 10(A), THE REGISTRANT IS ATTACHING AS AN EXHIBIT A COPY OF
ITS CODE OF ETHICS THAT APPLIES TO ITS PRINCIPAL EXECUTIVE OFFICERS FINANCIAL
AND ACCOUNTING OFFICER.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

(A)(1) THE REGISTRANT HAS AN AUDIT COMMITTEE FINANCIAL EXPERT SERVING ON ITS
AUDIT COMMITTEE.

(2) THE AUDIT COMMITTEE FINANCIAL EXPERTS ARE FRED R. MILLSAPS AND FRANK A.
OLSON, WHO ARE "INDEPENDENT" AS DEFINED UNDER THE RELEVANT SECURITIES AND
EXCHANGE COMMISSION RULES AND RELEASES.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.

The board of trustees of the Trust has delegated the authority to vote proxies
related to the portfolio securities held by the Fund to the Fund's manager,
Templeton Asset Management, Ltd., in accordance with the Proxy Voting Policies
and Procedures (Policies) adopted by the manager.

The manager has delegated its administrative duties with respect to the voting
of proxies to the Proxy Group within Franklin Templeton Companies, LLC (Proxy
Group), an affiliate and wholly owned subsidiary of Franklin Resources, Inc. All
proxies received by the Proxy Group will be voted based upon the manager's
instructions and/or policies.

To assist it in analyzing proxies, the manager subscribes to Institutional
Shareholder Services (ISS), an unaffiliated third party corporate governance
research service that provides in-depth analyses of shareholder meeting agendas,
vote recommendations, recordkeeping and vote disclosure services. Although ISS'
analyses are thoroughly reviewed and considered in making a final voting
decision, the manager does not consider recommendations from ISS or any other
third party to be determinative of the manager's ultimate decision. The manager
votes proxies solely in the interests of the Fund and its shareholders. As a
matter of policy, the officers, directors and employees of the Fund, the manager
and the Proxy Group will not be influenced by outside sources whose interests
conflict with the interests of the Fund and its shareholders. All conflicts are
resolved in the interests of the manager's clients. In situations where the
manager perceives a material conflict of interest, the manager may: disclose the
conflict to the Fund's board of trustees; defer to the voting recommendation of
the Fund's board of trsutees, ISS or those of another independent third party
provider of proxy services; or take such other action in good faith (in
consultation with counsel) which would protect the interests of the Fund and its
shareholders.

The recommendation of management on any issue is a factor which the manager
considers in determining how proxies should be voted, but is not determinative
of the manager's ultimate decision. As a matter of practice, the votes with
respect to most issues are cast in accordance with the position of the company's
management. Each issue, however, is considered on its own merits, and the
manager will not support the position of the company's management in any
situation where it deems that the ratification of management's position would
adversely affect the investment merits of owning that company's shares.

MANAGER'S PROXY VOTING POLICIES AND PRINCIPLES The manager has adopted general
proxy voting guidelines, which are summarized below. These guidelines are not an
exhaustive list of all the issues that may arise and the manager cannot
anticipate all future situations. In all cases, each proxy will be considered
based on the relevant facts and circumstances.

BOARD OF DIRECTOR. The manager supports an independent board of directors, and
prefers that key committees such as audit, nominating, and compensation
committees be comprised of independent directors. The manager will generally
vote against management efforts to classify a board and will generally support
proposals to declassify the board of directors. The manager may withhold votes
from directors who have attended less than 75% of meetings without a valid
reason. While generally in favor of separating Chairman and CEO positions, the
manager will review this issue as well as proposals to restore or provide for
cumulative voting on a case-by-case basis taking into consideration factors such
as the company's corporate governance guidelines or provisions and performance.

MANAGEMENT & DIRECTOR COMPENSATION. A company's equity-based compensation plan
should be in alignment with its shareholders' long-term interests. The manager
evaluates plans on a case-by-case basis by considering several factors to
determine whether the plan is fair and reasonable, including the ISS
quantitative model utilized to assess such plans. The manager will generally
oppose plans that have the potential to be excessively dilutive, and will almost
always oppose plans that are structured to allow the repricing of underwater
options, or plans that have an automatic share replenishment "evergreen"
feature. The manager will generally support employee stock option plans in which
the purchase price is at least 85% of fair market value, and when potential
dilution is 10% or less.

Severance compensation arrangements will be reviewed on a case-by-case basis,
although the manager will generally oppose "golden parachutes" that are
considered to be excessive. The manager will normally support proposals that
require a percentage of directors' compensation to be in the form of common
stock, as they align their interests with those of shareholders. The manager
will review on a case-by-case basis any shareholder proposals to adopt policies
on expensing stock option plans.

ANTI-TAKEOVER MECHANISMS AND RELATED ISSUES. The manager generally opposes
anti-takeover measures since they tend to reduce shareholder rights. On
occasion, the manager may vote with management when the research analyst has
concluded that the proposal is not onerous and would not harm the Fund or its
shareholders' interests. The manager generally supports proposals that require
shareholder rights' plans ("poison pills") to be subject to a shareholder vote
and will closely evaluate such plans on a case-by-case basis to determine
whether or not they warrant support. The manager will generally vote against any
proposal to issue stock that has unequal or subordinate voting rights. The
manager generally opposes any supermajority voting requirements as well as the
payment of "greenmail." The manager generally supports "fair price" provisions
and confidential voting.

CHANGES TO CAPITAL STRUCTURE. The manager will review, on a case-by-case basis,
proposals by companies to increase authorized shares and the purpose for the
increase and proposals seeking preemptive rights. The manager will generally not
vote in favor of dual-class capital structures to increase the number of
authorized shares where that class of stock would have superior voting rights.
The manager will generally vote in favor of the issuance of preferred stock in
cases where the company specifies the voting, dividend, conversion and other
rights of such stock and the terms of the preferred stock issuance are deemed
reasonable.

MERGERS AND CORPORATE RESTRUCTURING. Mergers and acquisitions will be subject to
careful review by the research analyst to determine whether each will be
beneficial to shareholders. The manager will analyze various economic and
strategic factors in making the final decision on a merger or acquisition.
Corporate restructuring and reincorporation proposals are also subject to a
thorough examination on a case-by-case basis.

SOCIAL AND CORPORATE POLICY ISSUES. The manager will generally give management
discretion with regard to social, environmental and ethical issues, although the
manager may vote in favor of those that are believed to have significant
economic benefits or implications for the Fund and its shareholders.

GLOBAL CORPORATE GOVERNANCE. Many of the tenets discussed above are applied to
proxy voting decisions for international companies. However, the manager must be
more flexible in these instances and must be mindful of the varied market
practices of each region.

The manager will attempt to process every vote it receives for all domestic and
foreign proxies. However, there may be situations in which the manager cannot
process proxies, for example, where a meeting notice was received too late, or
sell orders preclude the ability to vote. The manager may abstain from voting
under certain circumstances or vote against items such as "Other Business" when
the manager is not given adequate information from the company.

Shareholders may view the complete Policies on-line at
www.franklintempleton.com. Alternatively, shareholders may request copies of the
Policies free of charge by calling the Proxy Group collect at 1-954/847-2268 or
by sending a written request to: Franklin Templeton Companies, LLC, 500 East
Broward Boulevard, Suite 1500, Fort Lauderdale, FL 33394, Attention: Proxy
Group. Copies of the Fund's proxy voting records will also be made available
on-line at www.franklintempleton.com and posted on the SEC website at
www.sec.gov no later than August 31, 2004 and will reflect the twelve-month
period beginning July 1, 2003, and ending June 30, 2004

ITEM 9. CONTROLS AND PROCEDURES.

(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. The Registrant maintains
disclosure controls and procedures that are designed to ensure that information
required to be disclosed in the Registrant's filings under the Securities
Exchange Act of 1934 and the Investment Company Act of 1940 is recorded,
processed, summarized and reported within the periods specified in the rules and
forms of the Securities and Exchange Commission. Such information is accumulated
and communicated to the Registrant's management, including its principal
executive officer and principal financial officer, as appropriate, to allow
timely decisions regarding required disclosure. The Registrant's management,
including the principal executive officer and the principal financial officer,
recognizes that any set of controls and procedures, no matter how well designed
and operated, can provide only reasonable assurance of achieving the desired
control objectives.

Within 90 days prior to the filing date of this Shareholder Report on Form
N-CSR, the Registrant had carried out an evaluation, under the supervision and
with the participation of the Registrant's management, including the
Registrant's principal executive officer and the Registrant's principal
financial officer, of the effectiveness of the design and operation of the
Registrant's disclosure controls and procedures. Based on such evaluation, the
Registrant's principal executive officer and principal financial officer
concluded that the Registrant's disclosure controls and procedures are
effective.

(B) CHANGES IN INTERNAL CONTROLS. There have been no significant changes in the
Registrant's internal controls or in other factors that could significantly
affect the internal controls subsequent to the date of their evaluation in
connection with the preparation of this Shareholder Report on Form N-CSR.

ITEM 10. EXHIBITS

(A) CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS.

(B)(1) CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
OF JIMMY D. GAMBILL, CHIEF EXECUTIVE OFFICER - FINANCE AND ADMINISTRATION, AND
BRUCE S. ROSENBERG, CHIEF FINANCIAL OFFICER

(B(2) CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
OF JIMMY D. GAMBILL, CHIEF EXECUTIVE OFFICER - FINANCE AND ADMINISTRATION, AND
BRUCE S. ROSENBERG, CHIEF FINANCIAL OFFICER

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

TEMPLETON EMERGING MARKETS FUND

By /s/JIMMY D. GAMBILL
Chief Executive Officer - Finance and Administration
Date October 31, 2003

Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

By /s/JIMMY D. GAMBILL
Chief Executive Officer - Finance and Administration
Date October 31, 2003

By /s/BRUCE S. ROSENBERG
Chief Financial Officer
Date October 31, 2003