Edgar Filing: TEMPLETON EMERGING MARKETS FUND

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

FORM N-CSRS

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-04985
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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
-----------------------------------------------------------------
(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: 2/28/05
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ITEM 1. REPORTS TO STOCKHOLDERS

[GRAPHIC OMITTED]
FEBRUARY 28, 2005

SEMIANNUAL REPORT

INTERNATIONAL
[GRAPHIC OMITTED]
TEMPLETON
EMERGING MARKETS FUND

[LOGO OMITTED]
FRANKLIN[R] TEMPLETON[R]
INVESTMENTS

Franklin o TEMPLETON o Mutual Series

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.

SPECIALIZED EXPERTISE

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 recognized leader in fixed income
investing and also brings 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. Founded 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.

TRUE DIVERSIFICATION

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.

RELIABILITY YOU CAN TRUST

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.

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

[GRAPHIC OMITTED]
Not part of the semiannual report

Literature Request

LITERATURE REQUEST. TO RECEIVE A BROCHURE AND PROSPECTUS, PLEASE CALL US AT
1-800/DIAL BEN[R] (1-800/342-5236) OR VISIT FRANKLINTEMPLETON.COM. INVESTORS
SHOULD CAREFULLY CONSIDER A FUND'S INVESTMENT GOALS, RISKS, CHARGES AND EXPENSES
BEFORE INVESTING. THE PROSPECTUS CONTAINS THIS AND OTHER INFORMATION. PLEASE
CAREFULLY READ THE PROSPECTUS BEFORE INVESTING. To ensure the highest quality of
service, we may monitor, record and access telephone calls to or from our
service departments. These calls can be identified by the presence of a regular
beeping tone.

FRANKLIN TEMPLETON INVESTMENTS

INTERNATIONAL
Mutual European Fund
Templeton China World Fund
Templeton Developing Markets Trust
Templeton Foreign Fund
Templeton Foreign Smaller Companies Fund
Templeton International (Ex EM) Fund

GLOBAL
Mutual Discovery Fund
Templeton Global Long-Short Fund
Templeton Global Opportunities Trust
Templeton Global Smaller Companies Fund
Templeton Growth Fund
Templeton World Fund

GROWTH
Franklin Aggressive Growth Fund
Franklin Capital Growth Fund
Franklin Flex Cap Growth Fund
Franklin Small-Mid Cap Growth Fund
Franklin Small Cap Growth Fund II 1

VALUE
Franklin Balance Sheet
Investment Fund 2
Franklin Equity Income Fund
Franklin Large Cap Value Fund
Franklin MicroCap Value Fund 2
Franklin Small Cap Value Fund
Mutual Beacon Fund
Mutual Qualified Fund
Mutual Recovery Fund 3
Mutual Shares Fund

BLEND
Franklin Blue Chip Fund
Franklin Convertible Securities Fund
Franklin Growth Fund
Franklin Rising Dividends Fund
Franklin U.S. Long-Short Fund

SECTOR
Franklin Biotechnology Discovery Fund
Franklin DynaTech Fund
Franklin Global Communications Fund
Franklin Global Health Care Fund
Franklin Gold and Precious Metals Fund
Franklin Natural Resources Fund
Franklin Real Estate Securities Fund
Franklin Technology Fund
Franklin Utilities Fund
Mutual Financial Services Fund

ASSET ALLOCATION
Franklin Templeton Corefolio
Allocation Fund
Franklin Templeton Founding Funds Allocation Fund
Franklin Templeton Perspectives Allocation Fund

TARGET FUNDS
Franklin Templeton Conservative Target Fund
Franklin Templeton Growth Target Fund
Franklin Templeton Moderate Target Fund

INCOME
Franklin Adjustable U.S. Government
Securities Fund 4
Franklin's AGE High Income Fund
Franklin Floating Rate Daily Access Fund
Franklin Income Fund
Franklin Limited Maturity
U.S. Government Securities Fund 4,5
Franklin Low Duration Total Return Fund
Franklin Real Return Fund
Franklin Strategic Income Fund
Franklin Strategic Mortgage Portfolio
Franklin Templeton Hard Currency Fund
Franklin Total Return Fund
Franklin U.S. Government Securities Fund 4
Templeton Global Bond Fund

TAX-FREE INCOME 6
NATIONAL FUNDS
Double Tax-Free Income Fund
Federal Tax-Free Income Fund
High Yield Tax-Free Income Fund
Insured Tax-Free Income Fund 7

LIMITED-TERM FUNDS
California Limited-Term Tax-Free Income Fund
Federal Limited-Term Tax-Free Income Fund
New York Limited-Term Tax-Free Income Fund

INTERMEDIATE-TERM FUNDS
California Intermediate-Term
Tax-Free Income Fund
Federal Intermediate-Term
Tax-Free Income Fund
New York Intermediate-Term
Tax-Free Income Fund

STATE-SPECIFIC
Alabama
Arizona
California 8
Colorado
Connecticut
Florida 8
Georgia
Kentucky
Louisiana
Maryland
Massachusetts 7
Michigan 7
Minnesota 7
Missouri
New Jersey
New York 8
North Carolina
Ohio 7
Oregon
Pennsylvania
Tennessee
Virginia

INSURANCE FUNDS
Franklin Templeton Variable Insurance Products
Trust 9
1.The fund is closed to new investors. Existing shareholders can continue adding
to their accounts.
2.The fund is only open to existing shareholders and select retirement plans.
3.The fund is a continuously offered, closed-end fund. Shares may be purchased
daily; there is no daily redemption. However, each quarter, pending board
approval, the fund will authorize the repurchase of 5%-25% of the outstanding
number of shares. Investors may tender all or a portion of their shares during
the tender period.
4.An investment in the fund is neither insured nor guaranteed by the U.S.
government or by any other entity or institution.
5.Formerly Franklin Short-Intermediate U.S. Government Securities Fund.
Effective 9/1/04, the fund's name changed; its investment goal and strategy
remained the same.
6.For investors subject to the alternative minimum tax, a small portion of fund
dividends may be taxable. Distributions of capital gains are generally taxable.
7.Portfolio of insured municipal securities.
8.These funds are available in two or more variations, including long-term
portfolios, portfolios of insured securities, a high-yield portfolio (CA) and
limited-term, intermediate-term and money market portfolios (CA and NY).
9.The funds of the Franklin Templeton Variable Insurance Products Trust are
generally available only through insurance company variable contracts.

01/05 Not part of the semiannual report

[LOGO OMITTED]
FRANKLIN[R] TEMPLETON[R]
INVESTMENTS

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

SEMIANNUAL REPORT
TEMPLETON EMERGING
MARKETS FUND

INVESTMENT MANAGER
Templeton Asset Management Ltd.

TRANSFER AGENT
Mellon Investor Services LLC
P.O. Box 3315
South Hackensack, NJ 07606-1915
Toll free number: 1-800/416-5585
Hearing Impaired phone number: 1-800/231-5469
Foreign Shareholders phone number: 201/329-8660
www.melloninvestor.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 S2005 04/05

Contents

SEMIANNUAL REPORT

Templeton Emerging
Markets Fund ...................... 1

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

Important Notice to
Shareholders ...................... 7

Financial Highlights and
Statement of Investments .......... 8

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

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

Annual Meeting of
Shareholders ...................... 26

Dividend Reinvestment and
Cash Purchase Plan ................ 27

Shareholder Information ........... 29

Semiannual Report

Templeton Emerging Markets Fund

YOUR FUND'S GOAL AND MAIN 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.

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EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC AS FOLLOWS:

Geographic Distribution
Based on Total Net Assets as of 2/28/05

Asia ......................... 54.7%
Europe ....................... 20.4%
Latin America ................ 12.1%
Middle East & Africa ......... 9.3%
Short-Term Investments &
Other Net Assets ............. 3.5%
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Dear Shareholder:

This semiannual report for Templeton Emerging Markets Fund covers the period
ended February 28, 2005.

THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL
PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE
SOI BEGINS ON PAGE 9.

Semiannual Report | 1

PERFORMANCE OVERVIEW

For the six months ended February 28, 2005, Templeton Emerging Markets Fund
delivered cumulative total returns of +33.87% based on market price and +31.19%
based on net asset value. The Morgan Stanley Capital International (MSCI)
Emerging Markets (EM) Index posted a 35.36% cumulative total return for the same
period. 1 In line with our investment strategy, we are pleased with our
long-term results, which you will find in the Performance Summary on page 6. For
example, for the 10-year period ended February 28, 2005, the Fund delivered
cumulative total returns of +131.16% based on market price and +151.75% based on
net asset value, compared with the MSCI EM Index's 73.44% cumulative total
return for the same period. 1 Please note that index performance information is
provided for reference and that we do not attempt to track the index, but rather
undertake investments on the basis of fundamental research.

ECONOMIC AND MARKET OVERVIEW

Over the past six months, emerging markets recorded healthy stock market and
economic performances. A weakening U.S. dollar further boosted returns,
resulting in the MSCI EM Index's 35.36% U.S. dollar gain.

China's GDP grew 9.5% in 2004 on the strength of strong export growth and
consumer demand in the last quarter of the year. 2 In Asia, markets in the
greater China region did not perform as well as some of their regional
counterparts, as concerns over high commodity prices and the possibility of
China's economy overheating continued to affect sentiment.

In Latin America, most major economies registered strong growth and delivered
robust stock market performance. High oil prices were a boon for Mexico, a major
oil producer, while the Brazilian government's reforms and policies led to
greater investor confidence in the country.

Resulting from the European Union (EU) trade bloc's expansion, greater investor
interest in Eastern Europe materialized in higher investment inflows, which
boosted local stock markets. Turkey's market also recorded strong gains, as
investors reacted favorably to EU approval to begin formal accession talks in
October 2005.

1. Source: Standard & Poor's Micropal. The MSCI EM Index is a free
float-adjusted, market capitalization-weighted index designed to measure equity
market performance in global emerging markets. The index is unmanaged and
includes reinvested dividends. One cannot invest directly in an index, nor is an
index representative of the Fund's portfolio. Past performance does not
guarantee future results.
2. Source: National Bureau of Statistics of China.

2 | Semiannual Report

[SIDEBAR]
TOP 10 COUNTRIES
Based on Equity Investments as of 2/28/05

----------------------------------------
% OF TOTAL
NET ASSETS
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South Korea 17.5%
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Taiwan 13.0%
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South Africa 9.3%
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China 8.8%
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Brazil 8.5%
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Singapore 5.6%
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Poland 3.7%
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Hungary 3.7%
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Mexico 3.5%
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Turkey 3.4%
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[END SIDEBAR]

In South Africa, the government's macroeconomic policies, proactive black
empowerment efforts and improving economic fundamentals supported the economy.
The South African market benefited from a strengthening rand, which greatly
enhanced the U.S. dollar performance of that market.

On December 26, 2004, the largest earthquake in 40 years struck in the Indian
Ocean, just north of Sumatra. The earthquake created monster tidal waves, also
known as tsunamis, that devastated coastal areas of Indonesia, Sri Lanka,
Thailand, India and the Maldives. While the tsunamis took a terrible toll on the
people in the region, analysts estimated their impact on the region's stock
markets would not be significant.

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 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

The Fund's performance, relative to the MSCI EM Index, benefited from an
overweighted exposure to Poland and underweighted positions in Russia and
Malaysia. Our decision not to invest in YUKOS in Russia helped Fund performance
as YUKOS' stock price fell on concerns of the Russian government's treatment of
its assets. In Poland, the strongest contributors were Telekomunikacja Polska
and Polski Koncern Naftowy (PKN) Orlen. However, underweighted positions in
Brazil and South Africa hurt relative performance. While we continued to add
holdings in Brazil, a strengthening rand made South African investments
increasingly expensive.

With regard to sector weightings, the Fund was underweighted in the energy
sector relative to the index, but our holdings performed extremely well. 3 An
overweighted exposure to the industrials sector and an underweighted position

3. In the SOI, the energy sector comprises oil and gas.

Semiannual Report | 3

[SIDEBAR]
TOP 10 EQUITY HOLDINGS
2/28/05

------------------------------------------------------------
COMPANY % OF TOTAL
SECTOR/INDUSTRY, COUNTRY NET ASSETS
------------------------------------------------------------
Samsung Electronics Co. Ltd. 3.4%
SEMICONDUCTORS & SEMICONDUCTOR
EQUIPMENT, SOUTH KOREA
------------------------------------------------------------
Anglo American PLC 2.7%
METALS & MINING, SOUTH AFRICA
------------------------------------------------------------
China Mobile (Hong Kong) Ltd. 2.3%
WIRELESS TELECOMMUNICATION
SERVICES, CHINA
------------------------------------------------------------
MOL Magyar Olaj-Es Gazipari RT 2.3%
OIL & GAS, HUNGARY
------------------------------------------------------------
Banco Bradesco SA, ADR, pfd. 2.2%
COMMERCIAL BANKS, BRAZIL
------------------------------------------------------------
Remgro Ltd. 2.0%
DIVERSIFIED FINANCIAL SERVICES,
SOUTH AFRICA
------------------------------------------------------------
Telekomunikacja Polska SA 1.9%
DIVERSIFIED TELECOMMUNICATION
SERVICES, POLAND
------------------------------------------------------------
Kimberly Clark de Mexico SA de CV, A 1.9%
HOUSEHOLD PRODUCTS, MEXICO
------------------------------------------------------------
Inbev 1.8%
BEVERAGES, BELGIUM
------------------------------------------------------------
Samsung Heavy Industries Co. Ltd. 1.8%
MACHINERY, SOUTH KOREA
------------------------------------------------------------
[END SIDEBAR]

in pharmaceuticals also supported Fund performance. 4 Within the industrials
sector, Samsung Heavy Industries, Daewoo Shipbuilding & Marine Engineering and
Hyundai Development accounted for the greatest relative performance, while
overweighted positions in MOL Magyar Olaj-Es Gazipari and PKN Orlen led the
energy sector. The Fund's underweighted positions in the financials and
telecommunication services sectors had a negative effect on Fund performance
during the period. 5

It is important to recognize the effect of currency movements on the Fund's
performance. In general, if the value of the U.S. dollar increases compared with
a foreign currency, an investment traded in that foreign currency will decrease
in value because it will be worth fewer U.S. dollars. This can have a negative
effect on Fund performance. Conversely, when the U.S. dollar weakens in relation
to a foreign currency, an investment traded in that foreign currency will
increase in value, which can contribute to Fund performance. For the six months
ended February 28, 2005, the U.S. dollar declined in value relative to most
non-U.S. currencies. The Fund's performance was positively affected by the
portfolio's predominant investment in securities with non-U.S. currency exposure
due to the U.S. dollar's decrease in value during the period. However, one
cannot expect the same result in future periods.

In Asia, the Fund increased its exposure to Taiwanese and Thai stocks during the
six months under review. Key purchases included Taiwan Semiconductor
Manufacturing, a leading global integrated circuit producer; additional shares
of MediaTek, Taiwan's largest integrated circuit design company; and
Kasikornbank, one of Thailand's largest banks. The Fund also repositioned its
holdings in South Korea. We added to our positions in Samsung Electronics, one
of the world's largest electronics manufacturers with substantial interests in
semiconductors, digital media, mobile phones and consumer electronics; and
bought shares of Hana Bank, one of the country's largest banks by asset size.
Sales included KT and a portion of LG Electronics stocks.

The Fund invested in a number of West European-listed companies with significant
business exposure and growth opportunities in emerging markets. They included
Oriflame Cosmetics, a cosmetic company with sales operations in over 50
countries as well as market leadership in more than 30; and Provident Financial,
a consumer finance company with exposure to Central and Eastern European markets
as well as Latin America via operations in

4. In the SOI, the industrials sector comprises aerospace and defense, airlines,
construction and engineering, industrial conglomerates, machinery, road and
rail, and trading companies and distributors.
5. In the SOI, the financials sector comprises capital markets, commercial
banks, consumer finance, diversified financial services, insurance and real
estate, while the telecommunication services sector comprises diversified
telecommunication services and wireless telecommunication services.

4 | Semiannual Report

Mexico. Conversely, we sold shares of our diversified telecommunication services
holdings such as Greece's Hellenic Telecommunications Organization (OTE)
(partial sale) and Spain's Telefonica, thereby reducing the Fund's exposure to
that sector and eliminating exposure to Spain. We sold part of our positions in
South Africa's SABMiller, one of the world's largest brewers, and Sasol, an
integrated oil and gas company, as they met our price targets.

Substantial investments in Latin America included stocks of Brazilian companies
Petroleo Brasileiro, the national oil and gas company with activities in
exploration, production, refining, transportation and distribution of oil and
byproducts; and Centrais Eletricas Brasileiras, the government's electric sector
holding company with electricity generating and transmission responsibilities.
We also bought additional shares of Femsa, one of Mexico's largest beverage
companies. Key sales in the region included shares of Mexico's Telefonos de
Mexico (partial sale) and Brazil's Cia De Bebidas Das Americas (Ambev) as they
met price targets.

We thank you for your interest in Templeton Emerging Markets Fund and look
forward to serving your future investment needs.

Sincerely,

[photo omitted]
/s/Mark Mobius
--------------

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

THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS
AS OF FEBRUARY 28, 2005, THE END OF THE REPORTING PERIOD. THE WAY WE IMPLEMENT
OUR MAIN INVESTMENT STRATEGIES AND THE RESULTING PORTFOLIO HOLDINGS MAY CHANGE
DEPENDING ON FACTORS SUCH AS 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.

Semiannual Report | 5

Performance Summary as of 2/28/05

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 reinvestment of the Fund's dividends and
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 any taxes due on Fund
dividends, capital gains distributions, if any, or any realized gains on the
sale of Fund shares.

PRICE AND DISTRIBUTION INFORMATION

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CHANGE 2/28/05 8/31/04
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Net Asset Value (NAV) +$3.90 $17.30 $13.40
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Market Price (NYSE) +$4.52 $18.76 $14.24
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DISTRIBUTIONS (9/1/04-2/28/05)
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Dividend Income $0.2452
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PERFORMANCE

-------------------------------------------------------------------------------------------------------
6-MONTH 1-YEAR 5-YEAR 10-YEAR
-------------------------------------------------------------------------------------------------------
Cumulative Total Return 1
-------------------------------------------------------------------------------------------------------
Based on change in NAV +31.19% +26.57% +45.94% +151.75%
-------------------------------------------------------------------------------------------------------
Based on change in market price +33.87% +31.47% +78.92% +131.16%
-------------------------------------------------------------------------------------------------------
Average Annual Total Return 1
-------------------------------------------------------------------------------------------------------
Based on change in NAV +31.19% +26.57% +7.85% +9.67%
-------------------------------------------------------------------------------------------------------
Based on change in market price +33.87% +31.47% +12.34% +8.74%
-------------------------------------------------------------------------------------------------------

PERFORMANCE DATA QUOTED REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE
FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU
MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY
DIFFER FROM FIGURES SHOWN.

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

ENDNOTES

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.

1. Total return calculations represent the cumulative and average annual changes
in value of an investment over the periods indicated. Six-month return has not
been annualized.

6 | Semiannual Report

Important Notice to Shareholders

SHARE REPURCHASE PROGRAM

The Fund's Board previously authorized management to implement an open-market
share repurchase program pursuant to which the Fund may purchase Fund shares,
from time to time, in open-market transactions, at the discretion of management.
This authorization remains in effect.

Semiannual Report | 7

Templeton Emerging Markets Fund

FINANCIAL HIGHLIGHTS

--------------------------------------------------------------------------
SIX MONTHS ENDED
FEBRUARY 28, 2005 YEAR ENDED AUGUST 31,
(UNAUDITED) 2004 2003 2002 2001 2000
--------------------------------------------------------------------------

PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the period)
Net asset value, beginning of period ............... $13.40 $10.82 $8.76 $8.86 $11.44 $11.60
--------------------------------------------------------------------------
Income from investment operations:
Net investment income a ........................... .06 .22 .18 .15 .12 .13
Net realized and unrealized gains (losses) ........ 4.09 2.59 2.03 (.14) (2.60) (.16)
--------------------------------------------------------------------------
Total from investment operations ................... 4.15 2.81 2.21 .01 (2.48) (.03)
--------------------------------------------------------------------------
Less distributions from:
Net investment income ............................. (.25) (.23) (.15) (.11) (.10) (.10)
Net realized gains ................................ -- -- -- -- -- (.03)
--------------------------------------------------------------------------
Total distributions ................................ (.25) (.23) (.15) (.11) (.10) (.13)
--------------------------------------------------------------------------
Net asset value, end of period ..................... $17.30 $13.40 $10.82 $8.76 $8.86 $11.44
==========================================================================
Market value, end of period b ...................... $18.76 $14.24 $11.84 $8.00 $8.35 $9.313
==========================================================================

Total return (based on market value per share) c ... 33.87% 22.62% (950.83% (2.82)% (9.17)% (23.10)%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's) .................. $306,189 $236,848 $191,076 $154,640 $156,378 $201,965
Ratios to average net assets:
Expenses .......................................... 1.55% d 1.63% 1.84% 1.64% 1.67% 1.68%
Net investment income ............................. .79% d 1.70% 1.94% 1.67% 1.28% 1.09%
Portfolio turnover rate ............................ 14.57% 67.63% 48.69% 65.13% 63.64% 81.66%

a Based on average daily shares outstanding.
b Based on the last sale on the New York Stock Exchange.
c Total return is not annualized for periods less than one year.
d Annualized.

8 | See notes to financial statements. | Semiannual Report

Templeton Emerging Markets Fund

STATEMENT OF INVESTMENTS, FEBRUARY 28, 2005 (UNAUDITED)

COMMON STOCKS 90.4%
AUSTRIA 2.5%
Bank Austria Creditanstalt ................... Commercial Banks 56,161 $ 5,466,315
OMV AG ....................................... Oil & Gas 6,396 2,215,740
--------------
7,682,055
--------------
BELGIUM 1.8%
Inbev ........................................ Beverages 144,250 5,514,868
--------------
BRAZIL 2.4%
Centrais Eletricas Brasileiras SA ............ Electric Utilities 166,563,461 2,430,752
Embraer-Empresa Bras de Aeronautica SA ....... Aerospace & Defense 312,066 1,994,475
Souza Cruz SA ................................ Tobacco 165,086 2,218,572
Unibanco Uniao de Bancos
Brasileiros SA, GDR ......................... Commercial Banks 16,600 625,820
--------------
7,269,619
--------------
CHINA 8.8%
a Air China Ltd., 144A. ........................ Airlines 520,000 200,027
Aluminum Corp. of China Ltd., H .............. Metals & Mining 2,628,000 1,769,084
Anhui Conch Cement Co. Ltd., H ............... Construction Materials 1,102,000 1,215,189
Beijing Enterprises Holdings Ltd. ............ Industrial Conglomerates 294,162 431,873
China Mobile (Hong Kong) Ltd. ................ Wireless Telecommunication Services 2,187,500 7,138,381
China Resources Enterprise Ltd. .............. Distributors 1,974,000 2,809,532
China Travel International Investment
Hong Kong Ltd. .............................. Hotels Restaurants & Leisure 4,190,000 1,396,855
China Unicom Ltd. ............................ Wireless Telecommunication Services 412,000 367,152
a Chongqing Changan Automobile ................. Automobiles 125,000 71,163
CITIC Pacific Ltd. ........................... Industrial Conglomerates 757,192 2,199,065
Denway Motors Ltd. ........................... Automobiles 3,394,730 1,316,723
Huadian Power International Corp. Ltd., H .... Electric Utilities 2,902,000 883,741
Lenovo Group Ltd. ............................ Computers & Peripherals 3,352,000 956,308
PetroChina Co. Ltd., H ....................... Oil & Gas 4,358,000 2,752,056
Shanghai Industrial Holdings Ltd. ............ Industrial Conglomerates 895,000 2,014,021
TCL International Holdings Inc. .............. Household Durables 1,620,000 375,974
Travelsky Technology Ltd., H ................. IT Services 1,272,000 1,100,918
--------------
26,998,062
--------------
CROATIA .6%
Pliva D D, GDR, Reg S ........................ Pharmaceuticals 124,500 1,861,275
--------------
CZECH REPUBLIC .3%
Cesky Telecom AS ............................. Diversified Telecommunication Services 48,050 849,152
--------------
GREECE .9%
Coca-Cola Hellenic Bottling Co., SA .......... Beverages 2,400 65,280
Hellenic Telecommunications
Organization SA (OTE) ....................... Diversified Telecommunication Services 58,340 1,134,136
Titan Cement Co. ............................. Construction Materials 42,020 1,497,972
--------------
2,697,388
--------------
HONG KONG 2.9%
Cheung Kong Holdings Ltd. .................... Real Estate 458,000 4,360,395
Cheung Kong Infrastructure Holdings Ltd. ..... Electric Utilities 284,000 861,219
Dairy Farm International Holdings Ltd. ....... Food & Staples Retailing 231,100 612,415

Semiannual Report | 9

Templeton Emerging Markets Fund

STATEMENT OF INVESTMENTS, FEBRUARY 28, 2005 (UNAUDITED) (CONTINUED)

---------------------------------------------------------------------------------------------------------------------------
INDUSTRY SHARES/RIGHTS VALUE
---------------------------------------------------------------------------------------------------------------------------
COMMON STOCKS (CONT.)
HONG KONG (CONT.)
Guoco Group Ltd. ............................. Diversified Financial Services 77,506 $ 765,226
Henderson Investment Ltd. .................... Real Estate 826,000 1,223,280
MTR Corp. Ltd. ............................... Road & Rail 712,562 1,132,943
--------------
8,955,478
--------------
HUNGARY 3.7%
Gedeon Richter Ltd. .......................... Pharmaceuticals 13,349 2,045,739
Matav RT ..................................... Diversified Telecommunication Services 420,639 2,187,530
MOL Magyar Olaj-Es Gazipari RT ............... Oil & Gas 79,980 7,027,119
--------------
11,260,388
--------------
INDIA 3.2%
Gail India Ltd. .............................. Gas Utilities 331,410 1,830,407
Hindustan Lever Ltd. ......................... Household Products 827,600 2,731,165
Hindustan Petroleum Corp. Ltd. ............... Oil & Gas 359,623 2,894,868
Indian Petrochemicals Corp. Ltd. ............. Chemicals 10,500 43,218
Oil & Natural Gas Corp. Ltd. ................. Oil & Gas 6,600 128,831
Tata Motors Ltd. ............................. Automobiles 54,800 596,728
Tata Tea Ltd. ................................ Food Products 123,115 1,535,164
--------------
9,760,381
--------------
INDONESIA .1%
PT Bank Danamon .............................. Commercial Banks 490,000 252,550
PT Perusahaan Gas Negara, 144A ............... Gas Utilities 102,500 30,149
--------------
282,699
--------------
MALAYSIA 1.4%
Kuala Lumpur Kepong Bhd. ..................... Food Products 150,600 255,624
Resorts World Bhd. ........................... Hotels Restaurants & Leisure 790,600 2,101,332
SIME Darby Bhd. .............................. Industrial Conglomerates 548,000 865,263
Tanjong PLC .................................. Hotels Restaurants & Leisure 84,100 320,908
YTL Corp. Bhd. ............................... Electric Utilities 298,346 416,114
YTL Power International Bhd. ................. Water Utilities 1,003,184 480,472
--------------
4,439,713
--------------
MEXICO 3.5%
Fomento Economico Mexicano SA de CV
Femsa, ADR .................................. Beverages 56,850 3,434,877
Kimberly Clark de Mexico SA de CV, A ......... Household Products 1,765,200 5,859,856
Telefonos de Mexico SA de CV (Telmex), L,
ADR ......................................... Diversified Telecommunication Services 38,012 1,490,450
--------------
10,785,183
--------------
PANAMA .1%
Banco Latinoamericano de
Exportaciones SA, E ......................... Commercial Banks 18,300 404,247
--------------
PHILIPPINES .8%
San Miguel Corp., B .......................... Beverages 1,771,090 2,575,483
--------------

10 | Semiannual Report

Templeton Emerging Markets Fund

STATEMENT OF INVESTMENTS, FEBRUARY 28, 2005 (UNAUDITED) (CONTINUED)

---------------------------------------------------------------------------------------------------------------------------
INDUSTRY SHARES/RIGHTS VALUE
---------------------------------------------------------------------------------------------------------------------------
COMMON STOCKS (CONT.)
POLAND 3.7%
KGHM Polska Miedz SA ......................... Metals & Mining 9,000 $ 101,044
Polski Koncern Naftowy Orlen SA .............. Oil & Gas 336,542 5,324,126
Telekomunikacja Polska SA .................... Diversified Telecommunication Services 762,500 5,914,674
--------------
11,339,844
--------------
RUSSIA 1.4%
JSC Mining and Smelting Co. Norilsk Nickel ... Metals & Mining 23,484 1,526,460
b Lukoil Holdings, ADR ......................... Oil & Gas 20,499 2,865,760
--------------
4,392,220
--------------
SINGAPORE 5.6%
Comfortdelgro Corp. Ltd. ..................... Road & Rail 1,530,000 1,575,180
Fraser & Neave Ltd. .......................... Beverages 489,367 4,766,660
Keppel Corp. Ltd. ............................ Industrial Conglomerates 885,000 5,155,816
Singapore Press Holdings Ltd. ................ Media 456,250 1,282,597
Singapore Technologies Engineering Ltd. ...... Aerospace & Defense 676,000 983,515
Singapore Telecommunications Ltd. ............ Diversified Telecommunication Services 2,000,142 3,230,610
a Suntec Real Estate Investment Trust .......... Real Estate 47,000 37,377
--------------
17,031,755
--------------
SOUTH AFRICA 9.3%
Anglo American PLC ........................... Metals & Mining 330,177 8,246,632
Liberty Group Ltd. ........................... Insurance 25,388 284,147
Nedcor Ltd. .................................. Commercial Banks 165,510 2,273,472
Nedcor Ltd., 144A ............................ Commercial Banks 26,167 359,434
Old Mutual PLC ............................... Insurance 1,582,310 4,310,995
Remgro Ltd. .................................. Diversified Financial Services 402,039 6,252,636
SABMiller PLC ................................ Beverages 210,298 3,429,458
Sappi Ltd. ................................... Paper & Forest Products 123,000 1,657,877
Sasol Ltd. ................................... Oil & Gas 62,200 1,558,870
Spar Group Ltd. .............................. Distributors 3,750 16,190
--------------
28,389,711
--------------
SOUTH KOREA 17.5%
CJ Corp. ..................................... Food Products 41,910 2,958,107
Daewoo Shipbuilding &
Marine Engineering Co. Ltd. ................. Machinery 285,860 5,293,177
Hana Bank .................................... Commercial Banks 58,000 1,660,030
Hite Brewery Co. Ltd. ........................ Beverages 34,050 2,955,859
Hyundai Development Co. ...................... Construction & Engineering 157,510 2,798,958
Kangwon Land Inc. ............................ Hotels Restaurants & Leisure 241,368 3,099,699
Kia Motors Corp. ............................. Automobiles 91,550 1,294,186
Korea Gas Corp. .............................. Gas Utilities 43,680 1,374,104
LG Chem Ltd. ................................. Chemicals 67,500 3,158,288
a LG Corp. ..................................... Industrial Conglomerates 600 16,725
LG Electronics Inc. .......................... Household Durables 19,180 1,508,432
LG Household & Health Care Ltd. .............. Household Products 41,230 1,391,435
LG International Corp. ....................... Trading Companies & Distributors 94,560 1,011,966
LG Petrochemical Co. Ltd. .................... Chemicals 39,420 1,075,269

Semiannual Report | 11

Templeton Emerging Markets Fund

STATEMENT OF INVESTMENTS, FEBRUARY 28, 2005 (UNAUDITED) (CONTINUED)

---------------------------------------------------------------------------------------------------------------------------
INDUSTRY SHARES/RIGHTS VALUE
---------------------------------------------------------------------------------------------------------------------------
COMMON STOCKS (CONT.)
SOUTH KOREA (CONT.)
POSCO ........................................ Metals & Mining 13,340 $ 2,941,573
Samsung Electronics Co. Ltd. ................. Semiconductors & Semiconductor Equipment 20,130 10,560,986
Samsung Fine Chemicals Co. Ltd. .............. Chemicals 103,070 1,970,079
Samsung Heavy Industries Co. Ltd. ............ Machinery 681,820 5,498,001
SK Corp. ..................................... Oil & Gas 13,700 863,325
SK Telecom Co. Ltd. .......................... Wireless Telecommunication Services 11,250 2,027,128
--------------
53,457,327
--------------
SWEDEN .5%
a Oriflame Cosmetics, IDR ...................... Personal Products 67,630 1,502,669
--------------
TAIWAN 13.0%
Acer Inc. .................................... Computers & Peripherals 957,134 1,555,189
Chunghwa Telecom Co. Ltd. .................... Diversified Telecommunication Services 1,232,000 2,536,937
D-Link Corp. ................................. Communications Equipment 1,951,224 2,322,886
Delta Electronics Inc. ....................... Electronic Equipment & Instruments 1,643,229 2,881,466
Elan Microelectronics Corp. .................. Semiconductors & Semiconductor Equipment 1,315,927 821,396
Kinpo Electronics Inc. ....................... Office Electronics 728,680 320,028
Lite-on Technology Corp. ..................... Computers & Peripherals 2,119,900 2,298,604
MediaTek Inc. ................................ Semiconductors & Semiconductor Equipment 424,000 3,178,636
Mega Financial Holdings Co. Ltd. ............. Commercial Banks 4,335,661 2,929,501
Premier Image Technology Corp. ............... Leisure Equipment & Products 821,000 1,003,797
President Chain Store Corp. .................. Food & Staples Retailing 986,188 1,665,858
Siliconware Precision Industries Co. Ltd. .... Semiconductors & Semiconductor Equipment 1,460,000 1,362,291
Sunplus Technology Co. Ltd. .................. Semiconductors & Semiconductor Equipment 1,627,530 2,644,474
Synnex Technology International Corp. ........ Electronic Equipment & Instruments 299,200 447,645
Taiwan Cellular Corp. ........................ Wireless Telecommunication Services 4,773,372 5,145,044
Taiwan Semiconductor Manufacturing Co. ....... Semiconductors & Semiconductor Equipment 2,061,000 3,647,201
UNI-President Enterprises Corp. .............. Food Products 5,413,350 2,734,543
Yuanta Core Pacific Securities Co. ........... Capital Markets 2,739,475 2,203,567
--------------
39,699,063
--------------
THAILAND 1.4%
BEC World Public Co. Ltd., fgn. .............. Media 1,311,400 576,138
a Kasikornbank Public Co. Ltd., fgn. ........... Commercial Banks 957,200 1,639,555
Land and House Public Co. Ltd., fgn. ......... Real Estate 879,900 234,701
Siam Cement Public Co. Ltd., fgn. ............ Construction Materials 37,800 294,571
Thai Airways International
Public Co. Ltd., fgn. ........................ Airlines 54,000 69,548
a Thai Military Bank Public Co. Ltd., fgn. ..... Commercial Banks 11,571,500 1,342,645
a True Corp., Public Co. Ltd., rts., 3/28/08 ... Diversified Telecommunication Services 246,818 --
--------------
4,157,158
--------------
TURKEY 3.4%
a Arcelik AS, Br. .............................. Household Durables 455,548 3,071,307
Migros Turk TAS .............................. Food & Staples Retailing 333,485 2,729,223
Tupras-Turkiye Petrol Rafineleri AS .......... Oil & Gas 213,780 2,832,627
Turkiye Is Bankasi AS, C ..................... Commercial Banks 264,376 1,875,153
--------------
10,508,310
--------------
12 | Semiannual Report

Templeton Emerging Markets Fund

STATEMENT OF INVESTMENTS, FEBRUARY 28, 2005 (UNAUDITED) (CONTINUED)

PORTFOLIO ABBREVIATIONS:
ADR - American Depository Receipt
GDR - Global Depository Receipt

a Non-income producing.
b See Note 8 regarding other considerations.
c See Note 7 regarding investments in Franklin Institutional Fiduciary Trust
Money Market Portfolio.

Semiannual Report | See notes to financial statements. | 13

Templeton Emerging Markets Fund

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
February 28, 2005 (unaudited)

Assets:
Investments in securities:
Cost - Unaffiliated issuers .............................. $195,168,590
Cost - Sweep Money Fund (Note 7) ......................... 13,935,646
-------------
Total cost of investments ................................ $209,104,236
=============
Value - Unaffiliated issuers ............................. $295,575,693
Value - Sweep Money Fund (Note 7) ........................ 13,935,646
-------------
Total value of investments ............................... 309,511,339
Foreign currency, at value (cost $145,365) ................ 144,495
Receivables:
Investment securities sold ............................... 411,425
Dividends ................................................ 1,122,979
Foreign income tax receivable ............................ 218,811
-------------
Total assets ......................................... 311,409,049
-------------
Liabilities:
Payables:
Investment securities purchased .......................... 4,670,918
Affiliates ............................................... 310,261
Funds advanced by custodian ............................... 922
Deferred tax .............................................. 93,484
Other liabilities ......................................... 144,804
-------------
Total liabilities .................................... 5,220,389
-------------
Net assets, at value ............................... $306,188,660
=============
Net assets consist of:
Distributions in excess of net investment income .......... $(2,577,174)
Net unrealized appreciation (depreciation) ................ 100,355,561
Accumulated net realized gain (loss) ...................... 3,089,349
Capital shares ............................................ 205,320,924
-------------
Net assets, at value ............................... $306,188,660
=============
Shares outstanding ......................................... 17,696,319
=============
Net asset value per share .................................. $17.30
=============

14 | See notes to financial statements. | Semiannual Report

Templeton Emerging Markets Fund

FINANCIAL STATEMENTS (CONTINUED)

STATEMENT OF OPERATIONS
For the six months ended February 28, 2005 (unaudited)

Investment income:
Dividends (net of foreign taxes of $392,420)
Unaffiliated issuers ....................................................... $ 3,059,872
Sweep Money Fund (Note 7) .................................................. 45,699
Interest (net of foreign taxes of $26) ...................................... 106
-------------
Total investment income ................................................ 3,105,677
-------------
Expenses:
Management fees (Note 3) .................................................... 1,649,769
Administrative fees (Note 3) ................................................ 198,995
Transfer agent fees ......................................................... 17,400
Custodian fees (Note 4) ..................................................... 131,418
Reports to shareholders ..................................................... 12,100
Registration and filing fees ................................................ 14,600
Professional fees ........................................................... 8,700
Trustees' fees and expenses ................................................. 17,900
Other ....................................................................... 5,600
-------------
Total expenses ......................................................... 2,056,482
Expense reductions (Note 4) ............................................ (274)
-------------
Net expenses ......................................................... 2,056,208
-------------
Net investment income ............................................. 1,049,469
-------------
Realized and unrealized gains (losses):
Net realized gain (loss) from:
Investments (includes foreign tax refund of $218,811) ...................... 9,271,513
Foreign currency transactions .............................................. 9,751
-------------
Net realized gain (loss) ............................................... 9,281,264
-------------
Net change in unrealized appreciation
(depreciation) on:
Investments ................................................................ 63,149,533
Translation of assets and liabilities denominated in foreign currencies .... 46,740
Deferred taxes ............................................................. (93,484)
-------------
Net change in unrealized appreciation (depreciation) .................... 63,102,789
-------------
Net realized and unrealized gain (loss) ...................................... 72,384,053
-------------
Net increase (decrease) in net assets resulting from operations .............. $ 73,433,522
=============

Semiannual Report | See notes to financial statements. | 15

Templeton Emerging Markets Fund

FINANCIAL STATEMENTS (CONTINUED)

STATEMENTS OF CHANGES IN NET ASSETS for the six months ended February 28, 2005
(unaudited) and the year ended August 31, 2004

----------------------------------
SIX MONTHS ENDED YEAR ENDED
FEBRUARY 28, 2005 AUGUST 31, 2004
----------------------------------

Increase (decrease) in net assets:
Operations:
Net investment income ................................................................. $ 1,049,469 $ 3,843,382
Net realized gain (loss) from investments and foreign currency transactions ........... 9,281,264 35,542,390
Net change in unrealized appreciation (depreciation) on investments, translation of
assets and liabilities denominated in foreign currencies, and deferred taxes ......... 63,102,789 10,197,407
----------------------------------
Net increase (decrease) in net assets resulting from operations ................... 73,433,522 49,583,179
Distributions to shareholders from net investment income ............................... (4,335,961) (4,094,975)
Capital share transactions (Note 2) .................................................... 242,988 284,125
----------------------------------
Net increase (decrease) in net assets ............................................. 69,340,549 45,772,329
Net assets:
Beginning of period .................................................................... 236,848,111 191,075,782
----------------------------------
End of period .......................................................................... $306,188,660 $236,848,111
==================================
Distributions in excess of net investment income (undistributed net investment income)
included in net assets:
End of period .......................................................................... $ (2,577,174) $ 709,318
==================================

16 | See notes to financial statements. | Semiannual Report

Templeton Emerging Markets Fund

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Templeton Emerging Markets Fund (the Fund) is registered under the Investment
Company Act of 1940 as a diversified, closed-end investment company. The Fund
seeks long-term capital appreciation by investing, under normal market
conditions, at least 80% of its net assets in emerging country equity
securities. The following summarizes the Fund's significant accounting policies.

A. SECURITY VALUATION

Securities listed on a securities exchange or on the NASDAQ National Market
System are valued at the last quoted sale price or the official closing price of
the day, respectively. Over-the-counter securities and listed securities for
which there is no reported sale are valued within the range of the most recent
quoted bid and ask prices. Securities that trade in multiple markets or on
multiple exchanges are valued according to the broadest and most representative
market. Investments in open-end mutual funds are valued at the closing net asset
value.

Foreign securities are valued as of the close of trading on the foreign stock
exchange on which the security is primarily traded, or the NYSE, whichever is
earlier. The value is then converted into its U.S. dollar equivalent at the
foreign exchange rate in effect at the close of the NYSE on the day that the
value of the foreign security is determined. If no sale is reported at that
time, the foreign security will be valued within the range of the most recent
quoted bid and ask prices.

The Fund has procedures to determine the fair value of individual securities and
other assets for which market prices are not readily available or which may not
be reliably priced. Some methods for valuing these securities may include:
fundamental analysis, matrix pricing, discounts from market prices of similar
securities, or discounts applied due to the nature and duration of restrictions
on the disposition of the securities. Occasionally, events occur between the
time at which trading in a security is completed and the close of the NYSE that
might call into question the availability (including the reliability) of the
value of a portfolio security held by the Fund. If such an event occurs, the
securities may be valued using fair value procedures, which may include the use
of independent pricing services. All security valuation procedures are approved
by the Fund's 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, income and expense items denominated in foreign currencies are
translated into U.S. dollars at the exchange rate in effect on the transaction
date. Occasionally, events may impact the availability or reliability of foreign
exchange rates used to convert the U.S. dollar equivalent value. If such an
event occurs, the foreign exchange rate will be valued at fair value using
procedures established and approved by the Fund's Board of Trustees.

Semiannual Report | 17

Templeton Emerging Markets Fund

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

B. FOREIGN CURRENCY TRANSLATION (CONTINUED)

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 on the
Statement of Operations.

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 on these
contracts 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.

D. INCOME AND DEFERRED TAXES

No provision has been made for U.S. income taxes because the Fund's policy is to
qualify as a regulated investment company under Subchapter M of the Internal
Revenue Code and to distribute substantially all of its taxable income. Fund
distributions to shareholders are determined on an income tax basis and may
differ from net investment income and realized gains for financial reporting
purposes.

The Fund is subject to a tax imposed on net realized gains of securities of
certain foreign countries. The Fund records an estimated deferred tax liability
for net unrealized gains on these securities in an amount that would be payable
if the securities were disposed of on the valuation date.

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.
Interest income and estimated expenses are accrued daily. Dividend income and
distributions to shareholders are recorded on the ex-dividend date.

18 | Semiannual Report

Templeton Emerging Markets Fund

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

F. 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.

G. GUARANTEES AND INDEMNIFICATIONS

Under the Fund's organizational documents, its officers and trustees are
indemnified by the Fund against certain liability arising out of the performance
of their duties to the Fund. 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 Fund
that have not yet occurred. However, based on experience, the Fund expects the
risk of loss to be remote.

2. SHARES OF BENEFICIAL INTEREST

The Board of the Fund previously authorized an open-market share repurchase
program pursuant to which the Fund may purchase, from time to time, Fund shares
in open-market transactions, at the discretion of management. This authorization
remains in effect.

At February 28, 2005, there were an unlimited number of shares authorized
(without par value). During the period ended February 28, 2005, 15,994 shares
were issued for $242,988 from reinvested distributions. During the year ended
August 31, 2004, 23,888 shares were issued for $284,125 from reinvested
distributions.

3. TRANSACTIONS WITH AFFILIATES

Franklin Resources, Inc. is the holding company for various subsidiaries that
together are referred to as Franklin Templeton Investments. Certain officers and
trustees of the Fund are also officers and/or directors of the following
subsidiaries:

------------------------------------------------------------------------------
SUBSIDIARY AFFILIATION
------------------------------------------------------------------------------
Templeton Asset Management Ltd. (TAML) Investment manager
Franklin Templeton Services LLC (FT Services) Administrative manager

Semiannual Report | 19

Templeton Emerging Markets Fund

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

3. TRANSACTIONS WITH AFFILIATES (CONTINUED)

A. MANAGEMENT FEES

The Fund pays an investment management fee to TAML based on the Fund's average
daily net assets as follows:

------------------------------------------------------------------------------
ANNUALIZED FEE RATE NET ASSETS
------------------------------------------------------------------------------
1.250% Up to and including $1 billion
1.200% Over $1 billion, up to and including $5 billion
1.150% Over $5 billion, up to and including $10 billion
1.100% Over $10 billion, up to and including $15 billion
1.050% Over $15 billion, up to and including $20 billion
1.000% Over $20 billion

B. ADMINISTRATIVE FEES

The Fund pays an administrative fee to FT Services of 0.15% per year based on
the Fund's average daily net assets.

4. EXPENSE OFFSET ARRANGEMENT

The Fund has entered into an arrangement with its custodian whereby credits
realized as a result of uninvested cash balances are used to reduce a portion of
the Fund's custodian expenses. During the period ended February 28, 2005, the
custodian fees were reduced as noted in the Statement of Operations.

5. INCOME TAXES

At August 31, 2004, the Fund had tax basis capital losses of $5,657,930 which
may be carried over to offset future capital gains. Such losses expire in 2011.

At August 31, 2004, the Fund had deferred currency losses occuring subsequent to
October 31, 2003 of $113,002. For tax purposes, such losses will be reflected in
the year ending August 31, 2005.

Net investment income differs for financial statement and tax purposes primarily
due to differing treatments of foreign currency transactions and passive foreign
investment company shares.

Net realized gains differ for financial statement and tax purposes primarily due
to differing treatments of wash sales, foreign currency transactions, passive
foreign investment company shares, and foreign taxes on sales of securities.

20 | Semiannual Report

Templeton Emerging Markets Fund

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

5. INCOME TAXES (CONTINUED)

At February 28, 2005, the net unrealized appreciation (depreciation) based on
the cost of investments for income tax purposes were as follows:

Cost of investments ...................................... $212,409,721
=============
Unrealized appreciation .................................. $ 97,743,038
Unrealized depreciation .................................. (641,420)
-------------
Net unrealized appreciation (depreciation) ............... $ 97,101,618
=============

6. INVESTMENT TRANSACTIONS

Purchases and sales of investments (excluding short-term securities) for the
period ended February 28, 2005 aggregated $38,552,001 and $48,576,151,
respectively.

7. 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 investment manager). 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.

8. OTHER CONSIDERATIONS

TAML, as the Fund's Manager, may serve as a member on the board of directors of
certain companies in which the Fund invests and/or may represent the Fund in
certain corporate negotiations. At February 28, 2005, the Manager serves in one
or more of these capacities for Lukoil Holdings. As a result of this
involvement, the Manager may be in possession of certain material non-public
information which, pursuant to the Fund's policies and the requirements of the
federal securities laws, could prevent the Fund from trading in the securities
of such companies for limited or extended periods of time.

Semiannual Report | 21

Templeton Emerging Markets Fund

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

9. REGULATORY MATTERS

INVESTIGATIONS
As part of various investigations by a number of federal, state, and foreign
regulators and governmental entities, including the Securities and Exchange
Commission ("SEC"), the California Attorney General's Office ("CAGO"), and the
National Association of Securities Dealers, Inc. ("NASD"), relating to certain
practices in the mutual fund industry, including late trading, market timing and
marketing support payments to securities dealers who sell fund shares, Franklin
Resources, Inc. and certain of its subsidiaries (as used in this section,
together, the "Company"), as well as certain current or former executives and
employees of the Company, received subpoenas and/or requests for documents,
information and/or testimony. The Company and its current employees provided
documents and information in response to those requests and subpoenas.

SETTLEMENTS
Beginning in August 2004, the Company entered into settlements with certain
regulators investigating the mutual fund industry practices noted above. The
Company believes that settlement of each of the matters described in this
section is in the best interest of the Company and shareholders of the Franklin,
Templeton, and Mutual Series mutual funds (the "funds").

On August 2, 2004, Franklin Resources, Inc. announced that its subsidiary,
Franklin Advisers, Inc., reached an agreement with the SEC that resolved the
issues resulting from the SEC investigation into market timing activity. In
connection with that agreement, the SEC issued an "Order Instituting
Administrative and Cease-and-Desist Proceedings Pursuant to Sections 203(e) and
203(k) of the Investment Advisers Act of 1940 and Sections 9(b) and 9(f) of the
Investment Company Act of 1940, Making Findings and Imposing Remedial Sanctions
and a Cease-and-Desist Order" (the "Order"). The SEC's Order concerned the
activities of a limited number of third parties that ended in 2000 and those
that were the subject of the first Massachusetts administrative complaint
described below.

Under the terms of the SEC's Order, pursuant to which Franklin Advisers, Inc.
neither admitted nor denied any of the findings contained therein, Franklin
Advisers, Inc. agreed to pay $50 million, of which $20 million is a civil
penalty, to be distributed to shareholders of certain funds in accordance with a
plan to be developed by an independent distribution consultant. At this time, it
is unclear which funds or which shareholders of any particular fund will receive
distributions. The Order also required Franklin Advisers, Inc. to, among other
things, enhance and periodically review compliance policies and procedures.

On September 20, 2004, Franklin Resources, Inc. announced that two of its
subsidiaries, Franklin Advisers, Inc. and Franklin Templeton Alternative
Strategies, Inc. ("FTAS"), reached an agreement with the Securities Division of
the Office of the Secretary of the Commonwealth of Massachusetts (the "State of
Massachusetts") related to its administrative complaint filed on February 4,
2004, concerning one instance of market timing that was also a subject of the
August 2, 2004 settlement that Franklin Advisers, Inc. reached with the SEC, as
described above.

22 | Semiannual Report

Templeton Emerging Markets Fund

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

9. REGULATORY MATTERS (CONTINUED)

SETTLEMENTS (CONTINUED)
Under the terms of the settlement consent order issued by the State of
Massachusetts, Franklin Advisers, Inc. and FTAS consented to the entry of a
cease-and-desist order and agreed to pay a $5 million administrative fine to the
State of Massachusetts (the "Massachusetts Consent Order"). The Massachusetts
Consent Order included two different sections: "Statements of Fact" and
"Violations of Massachusetts Securities Laws." Franklin Advisers, Inc. and FTAS
admitted the facts in the Statements of Fact.

On October 25, 2004, the State of Massachusetts filed a second administrative
complaint, alleging that Franklin Resources, Inc.'s Form 8-K filing (in which it
described the Massachusetts Consent Order and stated that "Franklin did not
admit or deny engaging in any wrongdoing") failed to state that Franklin
Advisers, Inc. and FTAS admitted the Statements of Fact portion of the
Massachusetts Consent Order (the "Second Complaint"). Franklin Resources, Inc.
reached a second agreement with the State of Massachusetts on November 19, 2004,
resolving the Second Complaint. As a result of the November 19, 2004 settlement,
Franklin Resources, Inc. filed a new Form 8-K. The terms of the Massachusetts
Consent Order did not change and there was no monetary fine associated with this
second settlement.

On November 17, 2004, Franklin Resources, Inc. announced that Franklin Templeton
Distributors, Inc. ("FTDI") reached an agreement with the CAGO, resolving the
issues resulting from the CAGO's investigation concerning sales and marketing
support payments. Under the terms of the settlement, FTDI neither admitted nor
denied the allegations in the CAGO's complaint and agreed to pay $2 million to
the State of California as a civil penalty, $14 million to the funds, to be
allocated by an independent distribution consultant to be paid for by FTDI, and
$2 million to the CAGO for its investigative costs.

On December 13, 2004, Franklin Resources, Inc. announced that its subsidiaries
FTDI and Franklin Advisers, Inc. reached an agreement with the SEC, resolving
the issues resulting from the SEC's investigation concerning marketing support
payments to securities dealers who sell fund shares. In connection with that
agreement, the SEC issued an "Order Instituting Administrative and
Cease-and-Desist Proceedings, Making Findings, and Imposing Remedial Sanctions
Pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 1940,
Sections 9(b) and 9(f) of the Investment Company Act of 1940, and Section 15(b)
of the Securities Exchange Act of 1934" (the "Second Order").

Under the terms of the Second Order, in which FTDI and Franklin Advisers, Inc.
neither admitted nor denied the findings contained therein, they agreed to pay
the funds a penalty of $20 million and disgorgement of $1 (one dollar). FTDI and
Franklin Advisers, Inc. also agreed to implement certain measures and
undertakings relating to marketing support payments to broker-dealers for the
promotion or sale of fund shares, including making additional disclosures in the
funds' Prospectuses and Statements of Additional Information. The Second Order
further requires the appointment of an independent distribution consultant, at
the Company's expense, who shall develop a plan for the distribution of the
penalty and disgorgement to the funds.

Semiannual Report | 23

Templeton Emerging Markets Fund

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

9. REGULATORY MATTERS (CONTINUED)

SETTLEMENTS (CONTINUED)
The SEC's Second Order and the CAGO settlement agreement concerning marketing
support payments provide that the distribution of settlement monies are to be
made to the relevant funds, not to individual shareholders. The independent
distribution consultant has substantially completed preparation of these
distribution plans. The CAGO has approved the distribution plan pertaining to
the distribution of the monies owed under the CAGO settlement agreement and, in
accordance with the terms and conditions of that settlement, the monies were
disbursed to the participating funds. The Fund did not participate in the CAGO
settlement. The SEC has not yet approved the distribution plan pertaining to the
Second Order. When approved, disbursements of settlement monies under the SEC's
Second Order will be made promptly in accordance with the terms and conditions
of that order.

OTHER LEGAL PROCEEDINGS
The Company, and other funds, and certain current and former officers,
employees, and directors have been named in multiple lawsuits in different
federal courts in Nevada, California, Illinois, New York and Florida, alleging
violations of various federal securities laws and seeking, among other relief,
monetary damages, restitution, removal of fund trustees, directors, advisers,
administrators, and distributors, rescission of management contracts and 12b-1
Plans, and/or attorneys' fees and costs. Specifically, the lawsuits claim breach
of duty with respect to alleged arrangements to permit market timing and/or late
trading activity, or breach of duty with respect to the valuation of the
portfolio securities of certain Templeton funds managed by Franklin Resources,
Inc. subsidiaries, resulting in alleged market timing activity. The majority of
these lawsuits duplicate, in whole or in part, the allegations asserted in the
February 4, 2004 Massachusetts administrative complaint and the findings in the
SEC's August 2, 2004 Order, as described above. The lawsuits are styled as class
actions or derivative actions on behalf of either the named funds or Franklin
Resources, Inc.

In addition, the Company, as well as certain current and former officers,
employees, and directors, have been named in multiple lawsuits alleging
violations of various securities laws and pendent state law claims relating to
the disclosure of directed brokerage payments and/or payment of allegedly
excessive advisory, commission, and distribution fees, and seeking, among other
relief, monetary damages, restitution, rescission of advisory contracts,
including recovery of all fees paid pursuant to those contracts, an accounting
of all monies paid to the named advisers, declaratory relief, injunctive relief,
and/or attorneys' fees and costs. These lawsuits are styled as class actions or
derivative actions brought on behalf of certain funds.

24 | Semiannual Report

Templeton Emerging Markets Fund

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

9. REGULATORY MATTERS (CONTINUED)

OTHER LEGAL PROCEEDINGS (CONTINUED)
The Company and fund management strongly believe that the claims made in each of
the lawsuits identified above are without merit and intend to vigorously defend
against them. The Company cannot predict with certainty, however, the eventual
outcome of the remaining governmental investigations or private lawsuits, nor
whether they will have a material negative impact on the Company. Public trust
and confidence are critical to the Company's business and any material loss of
investor and/or client confidence could result in a significant decline in
assets under management by the Company, which would have an adverse effect on
the Company's future financial results. If the Company finds that it bears
responsibility for any unlawful or inappropriate conduct that caused losses to
the Fund, it is committed to making the Fund or its shareholders whole, as
appropriate. The Company is committed to taking all appropriate actions to
protect the interests of its funds' shareholders.

Semiannual Report | 25

Templeton Emerging Markets Fund

ANNUAL MEETING OF SHAREHOLDERS, FEBRUARY 25, 2005

The Annual Meeting of Shareholders of the Fund was held at the Fund's offices,
500 E. Broward Blvd., Fort Lauderdale, Florida, on February 25, 2005. The
purpose of the meeting was to elect four Trustees of the Fund. At the meeting,
the following persons were elected by the shareholders to serve as Trustees of
the Fund: Harris J. Ashton, Frank J. Crothers, S. Joseph Fortunato and Edith E.
Holiday.* No other business was transacted at the meeting.

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

The election of four (4) Trustees:

------------------------------------------------------------------------------------------------------------
% OF % OF
SHARES SHARES
% OF PRESENT % OF PRESENT
OUTSTANDING AND OUTSTANDING AND
TERM EXPIRING 2008 FOR SHARES VOTING WITHHELD SHARES VOTING
------------------------------------------------------------------------------------------------------------

Harris J. Ashton 14,285,941.8329 80.75% 97.95% 298,801.7521 1.69% 2.05%
Frank J. Crothers 14,447,401.8329 81.66% 99.06% 137,341.7521 0.78% 0.94%
S. Joseph Fortunato 14,284,438.8329 80.74% 97.94% 300,304.7521 1.70% 2.06%
Edith E. Holiday 14,299,253.8329 80.82% 98.04% 285,489.7521 1.61% 1.96%

* Harmon E. Burns, Charles B. Johnson, Gordon S. Macklin, Fred R. Millsaps,
Frank A. Olson 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.

26 | Semiannual Report

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; share
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 shares 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 shares 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 cash payments to Mellon
Bank, N.A. (the "Plan Administrator"), 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, Attention: Templeton Emerging Markets Fund. The Plan
Administrator 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.

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. The Plan Agent's fee
for a sale of shares through the Plan are $15.00 per transaction plus a $0.12
per share trading fee.

The participant may withdraw from the Plan without penalty at any time by
written notice to the Plan Administrator sent to Mellon Investor Services, P.O.
Box 3338, South Hackensack, NJ 07606-1938. Upon withdrawal, the participant will
receive, without charge, share certificates issued in the participant's name for
all full shares held by the Plan Administrator; or, if the participant wishes,
the Plan Administrator will sell the shares and send the proceeds to the
participant, less a service charge of $15.00 and less trading fees of $0.12 per
share.

Semiannual Report | 27

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 access their Fund account on-line
with Investor ServiceDirect[R]. For information go to Mellon Investor Services'
web site at https://vault.melloninvestor.com/isd 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 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.

28 | Semiannual Report

Templeton Emerging Markets Fund

SHAREHOLDER INFORMATION

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. Copies of the Fund's proxy voting records are also made available online
at franklintempleton.com and posted on the U.S. Securities and Exchange
Commission's website at sec.gov and reflect the most recent 12-month period
ended June 30.

QUARTERLY STATEMENT OF INVESTMENTS

The Fund files a complete statement of investments with the U.S. Securities and
Exchange Commission for the first and third quarters for each fiscal year on
Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission's
website at sec.gov. The filed form may also be viewed and copied at the
Commission's Public Reference Room in Washington, DC. Information regarding the
operations of the Public Reference Room may be obtained by calling
1-800/SEC-0330.

CERTIFICATIONS

The Fund's Chief Executive Officer - Finance and Administration is required by
the New York Stock Exchange's Listing Standards to file annually with the
Exchange a certification that he is not aware of any violation by the Fund of
the Exchange's Corporate Governance Standards applicable to the Fund. The Fund
has filed such certification.

In addition, the Fund's Chief Executive Officer - Finance and Administration and
Chief Financial Officer and Chief Accounting Officer are required by the rules
of the SEC to provide certain certifications with respect to the Fund's Form
N-CSR and Form N-CSRS (which includes the Fund's annual and semiannual reports
to shareholders) that are filed semiannually with the SEC. The Fund has filed
such certifications with its Form N-CSR for the year ended August 31, 2004.
Additionally, the Fund expects to file, on or before April 30, 2005, such
certifications with its Form N-CSRS for the six months ended February 28, 2005.

Semiannual Report | 29

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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 11(a), the registrant is attaching as an exhibit a copy of
its code of ethics that applies to its principal executive officers and
principal 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, they are "independent" as defined under the relevant Securities and
Exchange Commission Rules and Releases.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. N/A

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Members of the Audit Committee are: Fred R. Millsaps, Frank J. Crothers, Frank
A. Olson and Constantine D. Tseretopoulos.

ITEM 6. SCHEDULE OF INVESTMENTS. N/A

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

ITEM 8. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANIES AND AFFILIATED PURCHASES. N/A

ITEM 9. SUBMISSION OF MATTERS OF A VOTE OF SECURITY HOLDERS.

There have been no changes to the procedures by which shareholders may recommend
nominees to the Registrant's Board of Trustees that would require disclosure
herein.

ITEM 10. 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 11. EXHIBITS

(a) Code of Ethics

(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
Galen G. Vetter, 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
Galen G. Vetter, 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 April 25, 2005

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 April 25, 2005

By /s/GALEN G. VETTER
Chief Financial Officer
Date April 25, 2005