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
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(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)

CRAIG S. TYLE, 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
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Date of reporting period: 2/28/06
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ITEM 1. REPORTS TO STOCKHOLDERS

[GRAPHIC OMITTED]

FEBRUARY 28, 2006
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SEMIANNUAL REPORT | INTERNATIONAL
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TEMPLETON
EMERGING MARKETS FUND

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[LOGO](R)
FRANKLIN TEMPLETON
INVESTMENTS

Franklin o TEMPLETON o Mutual Series

Franklin Templeton Investments

GAIN FROM OUR PERSPECTIVE(R)

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 offices in over 25 countries,
Templeton offers investors a truly global
perspective.

MUTUAL SERIES. Founded in 1949, Mutual Series is
dedicated to a unique style of value investing,
searching aggressively for opportunity among what
it believes are undervalued stocks, as well as
arbitrage situations and distressed securities.

TRUE DIVERSIFICATION Because our management groups work independently
and adhere to different investment approaches,
Franklin, Templeton and Mutual Series funds
typically have distinct portfolios. That's why our
funds can be used to build truly diversified
allocation plans 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, accurate and personal service
that has helped us become one of the most trusted
names in financial services.

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MUTUAL FUNDS | RETIREMENT PLANS | 529 COLLEGE SAVINGS PLANS | SEPARATE ACCOUNTS
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[GRAPHIC OMITTED]

Not part of the semiannual report

Contents

SEMIANNUAL REPORT

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

Performance Summary ....................................................... 7

Important Notice to Shareholders .......................................... 8

Financial Highlights and Statement of Investments ......................... 9

Financial Statements ...................................................... 16

Notes to Financial Statements ............................................. 19

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

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

Shareholder Information ................................................... 28

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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.

Dear Shareholder:

This semiannual report for Templeton Emerging Markets Fund covers the period
ended February 28, 2006.

PERFORMANCE OVERVIEW

Templeton Emerging Markets Fund delivered cumulative total returns of +28.97%
based on market price and +26.69% based on net asset value for the six months
under review. The Morgan Stanley Capital International (MSCI) Emerging Markets
(EM) Index posted a +30.23% 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 7. For example, for the
10-year period ended February 28, 2006, the Fund delivered cumulative total
returns of +136.41% based on market price and +181.95% based on net asset value,
compared with the MSCI EM Index's

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 Fund's 10-year average annual
total returns were +8.99% based on market price and +10.92% based on net asset
value. The MSCI EM Index's average annual total return for the same period was
+7.55%. 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.

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 10.

Semiannual Report | 1

GEOGRAPHIC BREAKDOWN
Based on Total Net Assets as of 2/28/06

[THE FOLLOWING TABLE WAS REPRESENTED BY A BAR GRAPH IN THE PRINTED MATERIAL.]

Asia 57.2%
Europe 18.2%
Latin America 13.5%
Middle East & Africa 9.4%
North America 0.3%
Short-Term Investments & Other Net Assets 1.4%

+107.07% 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

Emerging markets continued an upward trend and generally outperformed global
developed markets during the six months under review. Ample global liquidity and
a supportive economic environment appeared to boost investor confidence. Latin
American markets were among the strongest performers for the period as the
region's risk profile continued to improve. In Eastern Europe, most markets
recorded positive returns as many companies benefited from greater integration
with Western Europe. Asian markets lagged their emerging markets counterparts as
rising U.S. interest rates and concerns about avian flu virus led many investors
to adopt a more cautious stance toward investing in the region. High commodity
prices, solid economic growth and market stability in South Africa helped that
country's market perform well. In Turkey, European Union accession talks, robust
gross domestic product growth and support from the International Monetary Fund
(IMF) provided investors with reasons to remain confident, and Turkey's equity
market ended the period up +53.72%, as measured by the MSCI Turkey Index. 2

Most Asian economies, particularly in China and India, recorded robust economic
growth. Reflecting China's rapid economic developments, Chinese equity prices
experienced significant appreciation during the period. In Taiwan, the
conclusion of local elections and attractive valuations drew increased investor
interest late in the period and contributed to an equity market rebound. South
Korean stocks were among the region's strongest performers as equity markets
there had greater domestic mutual fund inflows and attractive valuations.

Market sentiment in Latin America was positive amid an improved risk profile,
subdued inflation that led to lower interest rates, and continuing economic
recovery. Improving financial conditions in Brazil and Argentina, which both
repaid debt to the IMF ahead of schedule in December 2005, further encouraged
investment in the region.

2. Source: Standard & Poor's Micropal. The MSCI Turkey Index is market
capitalization weighted and measures total returns of equity securities in
Turkey.

2 | Semiannual Report

In Eastern Europe, Hungary's market declined largely due to uncertainty
surrounding general elections in April and the country's continued high fiscal
deficit. Other countries, such as the Czech Republic and Poland, experienced
economic growth, but their equity markets underperformed those of most other
emerging markets following strong appreciation over the past several years.
Russia's market was the strongest regional performer as high commodity prices,
especially for oil, which is a major Russian export, enhanced the country's
fiscal position. This situation allowed Russia to settle US$15 billion of its
loan with the Paris Club, an organization of international creditors that
provides debt relief to countries in need, ahead of scheduled maturity.

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

During the period under review, from a geographic perspective, the Fund's
performance relative to the MSCI EM Index benefited from stock selection in
Taiwan and Brazil. An underweighted position in Israel and no exposure to Chile
further helped relative performance as both markets underperformed the index
during the period. In Taiwan, an overweighted position in Uni-President
Enterprises and an underweighted position in United Microelectronics provided
the greatest positive effect on relative performance. Notable Brazilian holdings
that outperformed the overall index and in which the Fund had relatively
overweighted positions included Banco Bradesco, Souza Cruz and Centrais
Electricas Brasileiras. Conversely, exposure to Singapore, which is not
represented in the MSCI EM Index, hurt relative performance as that market
underperformed the index. We reduced the Fund's Singapore weighting during the
period. Stock selection in Mexico also had an adverse effect on relative
performance. We maintained a relatively underweighted position in Mexico, which
outperformed the overall index, mainly due to valuations there that were more
expensive than in Brazil, where we continued to find stocks trading at what we
believed were attractive valuations.

TOP 10 COUNTRIES
Based on Equity Investments as of 2/28/06

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% OF TOTAL
NET ASSETS
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South Korea 18.1%
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Taiwan 13.5%
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China 12.0%
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Brazil 9.7%
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South Africa 9.4%
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Russia 5.5%
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Turkey 4.0%
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Mexico 3.5%
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Thailand 3.2%
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India 2.8%
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Semiannual Report | 3

TOP 10 EQUITY HOLDINGS
2/28/06

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COMPANY % OF TOTAL
SECTOR/INDUSTRY, COUNTRY NET ASSETS
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Samsung Electronics Co. Ltd. 4.0%
SEMICONDUCTORS & SEMICONDUCTOR
EQUIPMENT, SOUTH KOREA
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Banco Bradesco SA, ADR, pfd. 2.7%
COMMERCIAL BANKS, BRAZIL
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PetroChina Co. Ltd., H,
common & restricted 2.4%
OIL, GAS & CONSUMABLE FUELS, CHINA
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Remgro Ltd. 2.3%
DIVERSIFIED FINANCIAL SERVICES,
SOUTH AFRICA
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Anglo American PLC 2.0%
METALS & MINING, SOUTH AFRICA
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China Mobile (Hong Kong) Ltd. 2.0%
WIRELESS TELECOMMUNICATION SERVICES,
CHINA
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LUKOIL, ADR 1.9%
OIL, GAS & CONSUMABLE FUELS, RUSSIA
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Petroleo Brasileiro SA, ADR, pfd. 1.9%
OIL, GAS & CONSUMABLE FUELS, BRAZIL
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Old Mutual PLC 1.6%
INSURANCE, SOUTH AFRICA
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Nedbank Group Ltd., common & restricted 1.5%
COMMERCIAL BANKS, SOUTH AFRICA
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At the sector level, stock selection in the banks; food, beverage and tobacco;
and materials sectors benefited performance during the period. 3 The largest
individual contributors from each of these sectors were Brazil's Banco Bradesco,
South Korea's CJ Corp., and Uni-President, respectively. Stock selection and an
underweighted position in the technology hardware and equipment sector also
helped relative performance. 4 Sectors that detracted most from relative
performance were telecommunication services and energy, where stock selection
hindered the Fund relative to the MSCI EM Index. 5 For example, having no
holdings in America Movil and being overweighted in Taiwan Mobile hurt relative
performance. Taiwan Mobile is a central mobile services provider in Taiwan and
had what we believed were inexpensive valuations and an attractive dividend
yield. The Fund increased its energy sector exposure during the period as we
believe high oil prices could lead to greater earnings for companies in this
sector. The Fund's only holding in the real estate sector, Cheung Kong,
underperformed the overall index and thus had a negative effect on relative
performance. We held Cheung Kong, a major conglomerate in Hong Kong with a
strong real estate market position, which we believe is well positioned to
benefit from Hong Kong's improving economic environment and a recovery in
property prices.

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, 2006, the U.S. dollar declined in value relative to many
non-U.S. and emerging market currencies. As a result, the Fund's performance was
positively affected by the portfolio's predominant investment in securities with
non-U.S. currency exposure. However, one cannot expect the same result in future
periods.

3. The banks sector comprises commercial banks and thrifts and mortgage finance
in the SOI. The food, beverage and tobacco sector comprises beverages, food
products and tobacco in the SOI. The materials sector comprifses chemicals,
construction materials, containers and packaging, metals and mining, and paper
and forest products in the SOI.

4. The technology hardware and equipment sector comprises communications
equipment, computers and peripherals, electronic equipment and instruments,
office electronics, and semiconductor equipment and products in the SOI.

5. The telecommunication services sector comprises diversified telecommunication
services and wireless telecommunication services in the SOI. The energy sector
comprises energy equipment and services; and oil, gas and consumable fuels in
the SOI.

4 | Semiannual Report

During the six months under review, we increased the Fund's holdings in China H
shares (Hong Kong-listed Chinese companies) and Indonesia. Key purchases
included adding to our holdings in PetroChina, a dominant oil and gas company,
and initiating a position in China Construction Bank, one of the largest
commercial banks in China. In Indonesia, we established a position in Astra
International, a leading automobile manufacturer. Elsewhere in Asia, we invested
in stocks that we believed were well positioned to benefit from high commodity
prices. For example, we bought shares in Hong Kong's CNOOC, the largest offshore
oil and natural gas exploration and production company in China; South Korea's
POSCO, one of the world's largest steel producers; and Oil & Natural Gas Corp.,
a dominant company in India's oil and gas industry. Another significant
investment was the Fund's participation in the initial public offering of Lotte
Shopping, a major South Korean department store. Within the region, we sold
selected shares in Singapore and South Korea as sales price targets for some
holdings were met. Largely as a result, the Fund's exposure to industrial
conglomerates and construction companies declined during the period.

As a result of strong market performance in Latin America, we took profits in
selected stocks in Brazil and Mexico. For example, we sold our position in
Localiza, a major car rental company in Brazil, whose rapid price appreciation
during the period led to what we considered expensive valuations. Energy and
metals and mining stocks remained attractive to us as companies benefited from
high commodity prices. Investments in these sectors included shares of Brazilian
holdings Companhia Vale do Rio Doce, which is among the world's largest iron ore
producers, and Braskem, Latin America's biggest petrochemical company.

In Europe, we attempted to position the portfolio to benefit from regional
developments. Additions to the Fund during the period included stocks from
Russia, Finland and Hungary, while we sold an emerging market stock listed in
Belgium, as well as holdings in Poland. Significant purchases included shares of
Unified Energy Systems, a major electric utility in Russia, Surgutneftegaz, one
of Russia's key integrated oil and gas companies, OTP Bank, Hungary's largest
bank, and Nokian Renkaat, a leading tire manufacturer based in Finland.

Semiannual Report | 5

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, 2006, 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.

6 | Semiannual Report

Performance Summary As Of 2/28/06

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 that a
shareholder would pay on Fund dividends, capital gain distributions, if any, or
realized gains on the sale of Fund shares.

PRICE AND DISTRIBUTION INFORMATION

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SYMBOL: EMF CHANGE 2/28/06 8/31/05
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Net Asset Value (NAV) +$2.52 $20.50 $17.98
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Market Price (NYSE) +$2.93 $21.24 $18.31
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DISTRIBUTIONS (9/1/05-2/28/06)
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Dividend Income $0.3883
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Long-Term Capital Gain $1.6082
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TOTAL $1.9965
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PERFORMANCE

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6-MONTH 1-YEAR 5-YEAR 10-YEAR
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Cumulative Total Return 1
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Based on change in NAV +26.69% +31.75% +152.69% +181.95%
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Based on change in market price +28.97% +25.88% +190.36% +136.41%
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Average Annual Total Return 1
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Based on change in NAV +26.69% +31.75% +20.37% +10.92%
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Based on change in market price +28.97% +25.88% +23.77% +8.99%
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PERFORMANCE DATA 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.

ENDNOTES

SPECIAL RISKS ARE ASSOCIATED WITH FOREIGN INVESTING, INCLUDING CURRENCY
VOLATILITY, ECONOMIC INSTABILITY 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.

Semiannual Report | 7

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.

8 | Semiannual Report

Templeton Emerging Markets Fund

FINANCIAL HIGHLIGHTS

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SIX MONTHS ENDED
FEBRUARY 28, 2006 YEAR ENDED AUGUST 31,
(UNAUDITED) 2005 2004 2003 2002 2001
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PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the period)

Net asset value, beginning of period ........... $ 17.98 $ 13.40 $ 10.82 $ 8.76 $ 8.86 $ 11.44
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Income from investment operations:

Net investment income a ....................... 0.03 0.32 0.22 0.18 0.15 0.12

Net realized and unrealized gains (losses) .... 4.49 4.51 2.59 2.03 (0.14) (2.60)
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Total from investment operations ............... 4.52 4.83 2.81 2.21 0.01 (2.48)
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Less distributions from:

Net investment income ......................... (0.39) (0.25) (0.23) (0.15) (0.11) (0.10)

Net realized gains ............................ (1.61) -- -- -- -- --
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Total distributions ............................ (2.00) (0.25) (0.23) (0.15) (0.11) (0.10)
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Net asset value, end of period ................. $ 20.50 $ 17.98 $ 13.40 $ 10.82 $ 8.76 $ 8.86
============================================================================
Market value, end of period b .................. $ 21.24 $ 18.31 $ 14.24 $ 11.84 $ 8.00 $ 8.35
============================================================================
Total return (based on market value per share) c 28.97% 30.66% 22.62% 50.83% (2.82)% (9.17)%

RATIOS/SUPPLEMENTAL DATA

Net assets, end of period (000's) .............. $365,523 $318,240 $236,848 $191,076 $154,640 $156,378

Ratios to average net assets:

Expenses ...................................... 1.56% d,e 1.57% e 1.63% e 1.84% 1.64% 1.67%

Net investment income ......................... 0.35% d 2.00% 1.70% 1.94% 1.67% 1.28%

Portfolio turnover rate ........................ 16.69% 36.04% 67.63% 48.69% 65.13% 63.64%

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.

e Benefit of expense reduction is less than 0.01%.

Semiannual Report | See notes to financial statements. | 9

Templeton Emerging Markets Fund

STATEMENT OF INVESTMENTS, FEBRUARY 28, 2006 (UNAUDITED)

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INDUSTRY SHARES/RIGHTS VALUE
-----------------------------------------------------------------------------------------------------------------------------

COMMON STOCKS AND RIGHTS 91.1%
AUSTRIA 0.5%
Wienerberger AG ............................... Building Products 35,150 $ 1,629,786
-----------
BRAZIL 2.5%
Centrais Eletricas Brasileiras SA ............. Electric Utilities 67,922,000 1,439,044
Centrais Eletricas Brasileiras SA (Non-Taxable) Electric Utilities 91,072,000 1,929,517
Companhia de Bebidas das Americas (AmBev) ..... Beverages 2,510,000 921,969
Embraer-Empresa Bras de Aeronautica SA ........ Aerospace & Defense 122,426 1,190,533
Souza Cruz SA ................................. Tobacco 229,973 3,793,715
-----------
9,274,778
-----------
CHINA 12.0%
Aluminum Corp. of China Ltd., H ............... Metals & Mining 4,146,000 4,248,635
Anhui Conch Cement Co. Ltd., H ................ Construction Materials 1,178,000 1,693,063
a China Construction Bank, H .................... Commercial Banks 200,000 93,453
a,b China Construction Bank, H, 144A .............. Commercial Banks 7,541,000 3,523,627
China International Marine Containers
(Group) Co. Ltd., B .......................... Machinery 344,500 341,039
China Mobile (Hong Kong) Ltd. ................. Wireless Telecommunication Services 1,467,500 7,169,194
China Resources Enterprise Ltd. ............... Distributors 884,000 1,948,504
a China Shenhua Energy Co. Ltd., H .............. Oil, Gas & Consumable Fuels 990,000 1,505,810
China Travel International Investment
Hong Kong Ltd. ............................... Hotels, Restaurants & Leisure 2,400,000 649,656
Chongqing Changan Automobile Co. Ltd., B ...... Automobiles 722,800 372,676
Citic Pacific Ltd. ............................ Industrial Conglomerates 452,192 1,352,272
CNOOC Ltd. .................................... Oil, Gas & Consumable Fuels 6,214,000 5,246,450
Datang International Power
Generation Co. Ltd., H ....................... Independent Power Producers & Energy Traders 72,000 51,973
Denway Motors Ltd. ............................ Automobiles 5,484,730 2,191,644
GOME Electrical Appliances Holdings Ltd. ...... Specialty Retail 130,000 123,164
Huadian Power International Corp. Ltd., H ..... Independent Power Producers & Energy Traders 3,032,000 820,732
Huaneng Power International Inc., H ........... Independent Power Producers & Energy Traders 864,000 579,122
PetroChina Co. Ltd., H ........................ Oil, Gas & Consumable Fuels 7,176,000 7,029,898
b PetroChina Co. Ltd., H, 144A .................. Oil, Gas & Consumable Fuels 1,856,000 1,818,212
Shanghai Industrial Holdings Ltd. ............. Industrial Conglomerates 973,000 2,094,510
TCL Multimedia Technology Holdings Ltd. ....... Household Durables 992,508 145,845
Travelsky Technology Ltd., H .................. IT Services 1,183,000 1,151,290
-----------
44,150,769
-----------
CROATIA 0.8%
c Pliva d.d., GDR, Reg S ........................ Pharmaceuticals 194,200 2,745,988
-----------
CZECH REPUBLIC 0.1%
Philip Morris CR AS ........................... Tobacco 344 260,584
-----------
FINLAND 0.4%
Nokian Renkaat OYJ ............................ Auto Components 85,680 1,363,729
-----------

10 | Semiannual Report

Templeton Emerging Markets Fund

STATEMENT OF INVESTMENTS, FEBRUARY 28, 2006 (UNAUDITED) (CONTINUED)

----------------------------------------------------------------------------------------------------------------------------
INDUSTRY SHARES/RIGHTS VALUE
----------------------------------------------------------------------------------------------------------------------------

COMMON STOCKS AND RIGHTS (CONTINUED)
HONG KONG 1.7%
Cheung Kong (Holdings) Ltd. .................... Real Estate 298,000 $ 3,145,960
Cheung Kong Infrastructure Holdings Ltd. ....... Electric Utilities 254,000 800,508
Dairy Farm International Holdings Ltd. ......... Food & Staples Retailing 214,000 753,280
MTR Corp. Ltd. ................................. Road & Rail 655,513 1,491,348
-----------
6,191,096
-----------
HUNGARY 2.6%
BorsodChem Rt. ................................. Chemicals 47,907 566,039
Gedeon Richter Ltd. ............................ Pharmaceuticals 11,894 2,429,918
Magyar Telekom Ltd. ............................ Diversified Telecommunication Services 584,774 2,683,902
MOL Magyar Olaj-es Gazipari Rt. ................ Oil, Gas & Consumable Fuels 24,695 2,557,441
OTP Bank ....................................... Commercial Banks 34,629 1,296,906
-----------
9,534,206
-----------
INDIA 2.8%
Bharat Petroleum Corp. Ltd. .................... Oil, Gas & Consumable Fuels 1,213 11,918
Gail India Ltd. ................................ Gas Utilities 295,286 1,820,069
b Himatsingka Seide Ltd., GDR, 144A .............. Textiles, Apparel & Luxury Goods 194,000 611,467
Hindalco Industries Inc. ....................... Metals & Mining 45,200 156,503
Hindustan Lever Ltd. ........................... Household Products 273,008 1,491,909
Hindustan Petroleum Corp. Ltd. ................. Oil, Gas & Consumable Fuels 433,140 3,169,186
Indian Oil Corp. Ltd. .......................... Oil, Gas & Consumable Fuels 7,300 91,573
Oil & Natural Gas Corp. Ltd. ................... Oil, Gas & Consumable Fuels 61,300 1,573,240
Reliance Industries Ltd. ....................... Oil, Gas & Consumable Fuels 1,520 24,332
Tata Tea Ltd. .................................. Food Products 65,380 1,372,648
-----------
10,322,845
-----------
INDONESIA 0.5%
PT Astra International Tbk ..................... Automobiles 1,137,000 1,213,460
PT Bank Danamon Indonesia Tbk .................. Commercial Banks 1,049,500 488,605
-----------
1,702,065
-----------
ISRAEL 0.0%D
a Check Point Software Technologies Ltd. ......... Software 5,600 119,056
-----------
MALAYSIA 2.2%
Kuala Lumpur Kepong Bhd. ....................... Food Products 224,600 562,256
Maxis Communications Bhd. ...................... Wireless Telecommunication Services 1,124,500 2,633,418
Resorts World Bhd. ............................. Hotels, Restaurants & Leisure 640,500 2,241,319
Sime Darby Bhd. ................................ Industrial Conglomerates 885,400 1,477,653
Tanjong PLC .................................... Hotels, Restaurants & Leisure 149,800 572,587
YTL Power International Bhd. ................... Water Utilities 893,884 536,571
-----------
8,023,804
-----------
MEXICO 3.5%
Fomento Economico Mexicano SA de CV (Femsa),
ADR ........................................... Beverages 40,189 3,496,041
Grupo Bimbo SA de CV, A ........................ Food Products 176,271 624,427

Semiannual Report | 11

Templeton Emerging Markets Fund

STATEMENT OF INVESTMENTS, FEBRUARY 28, 2006 (UNAUDITED) (CONTINUED)

---------------------------------------------------------------------------------------------------------------------------
INDUSTRY SHARES/RIGHTS VALUE
---------------------------------------------------------------------------------------------------------------------------

COMMON STOCKS AND RIGHTS (CONTINUED)
MEXICO (CONTINUED)
a Grupo Televisa SA ........................... Media 86,224 $ 342,573
Kimberly Clark de Mexico SA de CV, A ........ Household Products 1,572,800 5,406,333
Telefonos de Mexico SA de CV (Telmex), L, ADR Diversified Telecommunication Services 133,674 2,992,961
Wal-Mart de Mexico SA de CV, V .............. Food & Staples Retailing 32,000 91,472
-----------
12,953,807
-----------
PANAMA 0.3%
Banco Latinoamericano de Exportaciones SA, E Commercial Banks 56,000 1,013,040
-----------
PHILIPPINES 0.8%
San Miguel Corp., B ......................... Beverages 1,862,699 2,990,406
-----------
POLAND 1.5%
Polski Koncern Naftowy Orlen SA ............. Oil, Gas & Consumable Fuels 132,725 2,446,178
Telekomunikacja Polska SA ................... Diversified Telecommunication Services 424,829 2,971,300
-----------
5,417,478
-----------
PORTUGAL 0.2%
a Jeronimo Martins SGPS SA .................... Food & Staples Retailing 46,119 750,550
-----------
RUSSIA 5.2%
LUKOIL, ADR ................................. Oil, Gas & Consumable Fuels 87,806 7,046,432
Mining and Metallurgical Co. Norilsk Nickel . Metals & Mining 44,639 3,986,263
Mobile Telesystems, ADR ..................... Wireless Telecommunication Services 77,300 2,788,211
b Novolipetsk Steel, 144A ..................... Metals & Mining 598,500 1,202,985
Unified Energy Systems ...................... Electric Utilities 3,508,000 2,441,568
a,e ZAO Polyus Gold Co. ......................... Metals & Mining 44,639 1,623,520
-----------
19,088,979
-----------
SINGAPORE 2.4%
ComfortDelGro Corp. Ltd. .................... Road & Rail 1,505,000 1,530,509
DBS Group Holdings Ltd. ..................... Commercial Banks 49,000 495,285
Fraser and Neave Ltd. ....................... Industrial Conglomerates 328,367 3,865,522
Keppel Corp. Ltd. ........................... Industrial Conglomerates 141,000 1,216,641
Singapore Telecommunications Ltd. ........... Diversified Telecommunication Services 1,127,142 1,813,153
-----------
8,921,110
-----------
SOUTH AFRICA 9.4%
Anglo American PLC .......................... Metals & Mining 195,110 7,214,470
Edgars Consolidated Stores Ltd. ............. Specialty Retail 176,850 966,564
a Imperial Holdings Ltd. ...................... Air Freight & Logistics 84,630 2,125,520
JD Group Ltd. ............................... Specialty Retail 17,400 259,358
MTN Group Ltd. .............................. Wireless Telecommunication Services 7,100 69,027
Nampak Ltd. ................................. Containers & Packaging 161,464 431,687
Nedbank Group Ltd. .......................... Commercial Banks 254,224 4,922,590
b Nedbank Group Ltd., 144A .................... Commercial Banks 26,486 512,854
Old Mutual PLC .............................. Insurance 1,807,460 5,953,058
Remgro Ltd. ................................. Diversified Financial Services 395,949 8,311,625
SABMiller PLC ............................... Beverages 62,888 1,235,036

12 | Semiannual Report

Templeton Emerging Markets Fund

STATEMENT OF INVESTMENTS, FEBRUARY 28, 2006 (UNAUDITED) (CONTINUED)

COMMON STOCKS AND RIGHTS (CONTINUED)
SOUTH AFRICA (CONTINUED)
Sappi Ltd. .................................... Paper & Forest Products 152,574 $ 1,930,816
Sasol ......................................... Oil, Gas & Consumable Fuels 1,900 64,960
a Steinhoff International Holdings Ltd. ......... Household Durables 90,000 295,309
-----------
34,292,874
-----------
SOUTH KOREA 18.1%
CJ Corp. ...................................... Food Products 23,540 2,981,895
Daewoo Shipbuilding & Marine
Engineering Co. Ltd. ......................... Machinery 148,640 4,033,639
Hana Financial Group Inc. ..................... Commercial Banks 112,352 4,801,879
Hite Brewery Co. Ltd. ......................... Beverages 12,299 1,785,952
Hyundai Development Co. ....................... Construction & Engineering 90,130 4,112,007
Kangwon Land Inc. ............................. Hotels, Restaurants & Leisure 215,068 4,296,930
Korea Gas Corp. ............................... Gas Utilities 35,380 1,114,962
a LG Card Co. Ltd. .............................. Consumer Finance 70,310 3,533,602
LG Chem Ltd. .................................. Chemicals 37,030 1,874,382
LG Corp. ...................................... Industrial Conglomerates 82,000 2,879,712
LG Electronics Inc. ........................... Household Durables 28,540 2,366,086
LG Petrochemical Co. Ltd. ..................... Chemicals 42,920 981,281
a LG Philips LCD Co. Ltd. ....................... Electronic Equipment & Instruments 13,330 604,037
a,b Lotte Shopping Co. Ltd., GDR, 144A ............ Multiline Retail 163,000 3,444,190
POSCO ......................................... Metals & Mining 8,650 2,048,919
Samsung Electronics Co. Ltd. .................. Semiconductors & Semiconductor Equipment 20,486 14,494,214
Samsung Fine Chemicals Co. Ltd. ............... Chemicals 67,300 2,193,661
Shinhan Financial Group Co. Ltd. .............. Commercial Banks 46,340 1,825,443
SK Corp. ...................................... Oil, Gas & Consumable Fuels 49,100 3,033,986
SK Telecom Co. Ltd. ........................... Wireless Telecommunication Services 17,080 3,561,998
-----------
65,968,775
-----------
SWEDEN 0.8%
Oriflame Cosmetics SA, SDR .................... Personal Products 93,598 3,045,770
-----------
TAIWAN 13.5%
Acer Inc. ..................................... Computers & Peripherals 513,361 1,139,027
AU Optronics Corp. ............................ Electronic Equipment & Instruments 423,000 692,171
BenQ Corp. .................................... Computers & Peripherals 856,000 845,435
China Motor Co. Ltd. .......................... Automobiles 297,000 334,978
Chinatrust Financial Holding Co. Ltd. ......... Commercial Banks 1,322,336 1,112,457
Chunghwa Telecom Co. Ltd. ..................... Diversified Telecommunication Services 1,416,000 2,587,596
D-Link Corp. .................................. Communications Equipment 2,019,946 2,315,588
Delta Electronics Inc. ........................ Electronic Equipment & Instruments 509,179 1,220,756
Lite-On Technology Corp. ...................... Computers & Peripherals 2,662,098 3,584,423
MediaTek Inc. ................................. Semiconductors & Semiconductor Equipment 344,900 3,565,860
Mega Financial Holding Co. Ltd. ............... Commercial Banks 7,049,661 5,365,915
Premier Image Technology Corp. ................ Leisure Equipment & Products 1,443,160 1,814,484
President Chain Store Corp. ................... Food & Staples Retailing 929,188 2,027,288
Realtek Semiconductor Corp. ................... Semiconductors & Semiconductor Equipment 2,183,200 2,415,275
a Ritek Corp. ................................... Computers & Peripherals 13,000 4,146
Siliconware Precision Industries Co. .......... Semiconductors & Semiconductor Equipment 1,005,561 1,298,378

Semiannual Report | 13

Templeton Emerging Markets Fund

STATEMENT OF INVESTMENTS, FEBRUARY 28, 2006 (UNAUDITED) (CONTINUED)

------------------------------------------------------------------------------------------------------------------------------
INDUSTRY SHARES/RIGHTS VALUE
------------------------------------------------------------------------------------------------------------------------------

COMMON STOCKS AND RIGHTS (CONTINUED)
TAIWAN (CONTINUED)
Sunplus Technology Co. Ltd. .................... Semiconductors & Semiconductor Equipment 1,807,614 $ 2,191,942
Synnex Technology International Corp. .......... Electronic Equipment & Instruments 1,088,320 1,349,898
Taiwan Mobile Co. Ltd. ......................... Wireless Telecommunication Services 5,208,372 4,815,062
Taiwan Semiconductor Manufacturing Co. Ltd. .... Semiconductors & Semiconductor Equipment 2,415,044 4,532,324
Uni-President Enterprises Corp. ................ Food Products 6,614,350 3,770,835
United Microelectronics Corp. .................. Semiconductors & Semiconductor Equipment 527,000 310,998
a Yageo Corp. ................................... Electronic Equipment & Instruments 375,000 143,873
Yang Ming Marine Transport Corp. ............... Marine 186,000 114,350
Yuanta Core Pacific Securities Co. ............. Capital Markets 2,793,113 1,635,388
------------
49,188,447
------------
THAILAND 3.2%
Aromatics (Thailand) Public Co. Ltd., fgn. ..... Chemicals 78,400 57,532
Bangkok Bank Public Co. Ltd., fgn. ............. Commercial Banks 452,000 1,467,758
BEC World Public Co. Ltd., fgn. ................ Media 1,106,900 370,759
Kasikornbank Public Co. Ltd., fgn. ............. Commercial Banks 1,756,600 3,099,090
Land and Houses Public Co. Ltd., fgn ........... Household Durables 2,920,032 705,556
Siam Cement Public Co. Ltd., fgn. .............. Construction Materials 311,820 2,120,791
Siam Commercial Bank Public Co. Ltd., fgn. ..... Commercial Banks 918,100 1,537,600
Siam Makro Public Co. Ltd., fgn. ............... Food & Staples Retailing 51,500 97,970
Thai Airways International Public Co. Ltd., fgn. Airlines 163,800 177,998
a TMB Bank Public Co. Ltd., fgn. ................. Commercial Banks 16,171,500 1,959,931
a True Corp. Public Co. Ltd., rts., 3/28/08 ...... Diversified Telecommunication Services 246,818 --
------------
11,594,985
------------
TURKEY 4.0%
Arcelik AS, Br. ................................ Household Durables 417,921 3,912,046
KOC Holding AS ................................. Industrial Conglomerates 373,850 2,276,104
Migros Turk TAS ................................ Food & Staples Retailing 224,485 2,972,632
Tupras-Turkiye Petrol Rafineleri AS ............ Oil, Gas & Consumable Fuels 174,686 3,356,790
Turkiye Is Bankasi (Isbank), C ................. Commercial Banks 221,726 2,109,266
------------
14,626,838
------------
UNITED KINGDOM 1.8%
HSBC Holdings PLC .............................. Commercial Banks 216,165 3,722,587
Provident Financial PLC ........................ Consumer Finance 283,570 2,994,665
------------
6,717,252
------------
UNITED STATES 0.3%
Avon Products Inc. ............................. Personal Products 33,000 952,050
a Taro Pharmaceutical Industries Ltd. ............ Pharmaceuticals 10,137 167,565
------------
1,119,615
------------
TOTAL COMMON STOCKS AND RIGHTS
(COST $213,458,646) ........................... 333,008,632
------------

14 | Semiannual Report

Templeton Emerging Markets Fund

STATEMENT OF INVESTMENTS, FEBRUARY 28, 2006 (UNAUDITED) (CONTINUED)

----------------------------------------------------------------------------------------------------------------------------
INDUSTRY SHARES VALUE
----------------------------------------------------------------------------------------------------------------------------

PREFERRED STOCKS 7.5%
BRAZIL 7.2%
Banco Bradesco SA, ADR, pfd. ................... Commercial Banks 234,474 $ 9,721,292
Braskem SA, pfd., A ............................ Chemicals 26,807 230,261
Companhia Vale do Rio Doce, ADR, pfd., A ....... Metals & Mining 115,600 4,704,921
Petroleo Brasileiro SA, ADR, pfd. .............. Oil, Gas & Consumable Fuels 84,780 6,779,856
Suzano Bahia Sul Papel e Celulose SA, pfd., A .. Paper & Forest Products 118,196 804,857
Unibanco - Uniao de Bancos Brasileiros SA,
GDR, pfd. .................................... Commercial Banks 26,800 2,357,060
Usinas Siderurgicas de Minas Gerais SA, pfd., A Metals & Mining 40,458 1,333,676
Votorantim Celulose e Papel SA, ADR, pfd. ...... Paper & Forest Products 14,800 218,448
------------
26,150,371
------------
RUSSIA 0.3%
Surgutneftegaz, pfd. ........................... Oil, Gas & Consumable Fuels 1,080,000 1,247,400
------------
TOTAL PREFERRED STOCKS (COST $10,352,146) ...... 27,397,771
------------
SHORT TERM INVESTMENTS (COST $5,622,561) 1.5%
UNITED STATES 1.5%
f Franklin Institutional Fiduciary Trust
Money Market Portfolio ....................... 5,622,561 5,622,561
------------
TOTAL INVESTMENTS
(COST $229,433,353) 100.1% ................... 366,028,964
OTHER ASSETS, LESS LIABILITIES (0.1)% .......... (506,207)
------------
NET ASSETS 100.0% .............................. $365,522,757
============

SELECTED PORTFOLIO ABBREVIATIONS

ADR - American Depository Receipt

GDR - Global Depository Receipt

SDR - Swedish Depository Receipt

a Non-income producing.

b Security was purchased pursuant to Rule 144A under the Securities Act of 1933
and may be sold in transactions exempt from registration only to qualified
institutional buyers or in a public offering registered under the Securities Act
of 1933. These securities have been deemed liquid under guidelines approved by
the Fund's Board of Trustees. At February 28, 2006, the aggregate value of these
securities was $11,113,335, representing 3.04% of net assets.

c Security was purchased pursuant to Regulation S under the Securities Act of
1933, which exempts from registration securities offered and sold outside of the
United States. Such a security cannot be sold in the United States without
either an effective registration statement filed pursuant to the Securities Act
of 1933, or pursuant to an exemption from registration. These securities have
been deemed liquid under guidelines approved by the Fund's Board of Trustees. At
February 28, 2006, the value of this security was $2,745,988, representing 0.75%
of net assets.

d Rounds to less than 0.1% of net assets.

e See Note 9 regarding restricted and illiquid securities.

f See Note 7 regarding investments in Franklin Institutional Fiduciary Trust
Money Market Portfolio.

Semiannual Report | See notes to financial statements. | 15

Templeton Emerging Markets Fund

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
February 28, 2006 (unaudited)

Assets:
Investments in securities:
Cost - Unaffiliated issuers .............................. $ 223,810,792
Cost - Sweep Money Fund (Note 7) ......................... 5,622,561
-------------
Total cost of investments ................................ $ 229,433,353
=============
Value - Unaffiliated issuers ............................. $ 360,406,403
Value - Sweep Money Fund (Note 7) ........................ 5,622,561
-------------
Total value of investments ............................... 366,028,964
Cash ...................................................... 9,712
Foreign currency, at value (cost $417,024) ................ 424,596
Receivables:
Investment securities sold ............................... 1,158,509
Dividends ................................................ 1,158,056
Foreign tax .............................................. 250,272
-------------
Total assets ....................................... 369,030,109
-------------
Liabilities:
Payables:
Investment securities purchased .......................... 2,955,636
Affiliates ............................................... 393,426
Accrued expenses and other liabilities .................... 158,290
-------------
Total liabilities .................................. 3,507,352
-------------
Net assets, at value ............................ $ 365,522,757
=============
Net assets consist of:
Paid-in capital ........................................... $ 207,724,754
Distributions in excess of net investment income .......... (4,122,704)
Net unrealized appreciation (depreciation) ................ 136,642,755
Accumulated net realized gain (loss) ...................... 25,277,952
-------------
Net assets, at value ............................ $ 365,522,757
=============
Shares outstanding ......................................... 17,829,304
=============
Net asset value per share .................................. $20.50
=============

16 | See notes to financial statements. | Semiannual Report

Templeton Emerging Markets Fund

FINANCIAL STATEMENTS (CONTINUED)

STATEMENT OF OPERATIONS
for the six months ended February 28, 2006 (unaudited)

Investment income:
Dividends (net of foreign taxes of $312,379)
Unaffiliated issuers ............................................................ $ 3,053,337
Sweep Money Fund (Note 7) ....................................................... 127,589
Interest (net of foreign taxes of $69) ........................................... 350
------------
Total investment income ................................................... 3,181,276
------------
Expenses:
Management fees (Note 3a) ........................................................ 2,068,068
Administrative fees (Note 3b) .................................................... 249,616
Transfer agent fees .............................................................. 5,182
Custodian fees (Note 4) .......................................................... 204,071
Reports to shareholders .......................................................... 21,934
Registration and filing fees ..................................................... 1,546
Professional fees ................................................................ 28,531
Trustees' fees and expenses ...................................................... 21,109
Other ............................................................................ 2,426
------------
Total expenses ............................................................ 2,602,483
Expense reductions (Note 4) ............................................... (296)
------------
Net expenses ........................................................... 2,602,187
------------
Net investment income ............................................... 579,089
------------
Realized and unrealized gains (losses):
Net realized gain (loss) from:
Investments (includes net credit for refund of foreign taxes withheld of $13,487) 29,959,506
Foreign currency transactions ................................................... (185,461)
------------
Net realized gain (loss) ............................................... 29,774,045
------------
Net change in unrealized appreciation (depreciation) on:
Investments ..................................................................... 49,814,130
Translation of assets and liabilities denominated in foreign currencies ......... 57,754
Change in deferred taxes on unrealized appreciation .............................. 14,028
------------
Net change in unrealized appreciation (depreciation) ................... 49,885,912
------------
Net realized and unrealized gain (loss) ........................................... 79,659,957
------------
Net increase (decrease) in net assets resulting from operations ................... $ 80,239,046
============

Semiannual Report | See notes to financial statements. | 17

Templeton Emerging Markets Fund

FINANCIAL STATEMENTS (CONTINUED)

STATEMENTS OF CHANGES IN NET ASSETS

----------------------------------
SIX MONTHS ENDED
FEBRUARY 28, 2006 YEAR ENDED
(UNAUDITED) AUGUST 31, 2005
----------------------------------

Increase (decrease) in net assets:
Operations:
Net investment income .............................................................. $ 579,089 $ 5,699,526
Net realized gain (loss) from investments and foreign currency transactions ........ 29,774,045 30,281,676
Net change in unrealized appreciation (depreciation) on investments, translation of
assets and liabilities denominated in foreign currencies and deferred taxes ...... 49,885,912 49,504,071
------------------------------
Net increase (decrease) in net assets resulting from operations .............. 80,239,046 85,485,273
------------------------------
Distributions to shareholders from:
Net investment income .............................................................. (6,873,879) (4,335,961)
Net realized gains ................................................................. (28,486,651) --
------------------------------
Total distributions to shareholders ................................................. (35,360,530) (4,335,961)
------------------------------
Capital share transactions: (Note 2) ................................................ 2,403,830 242,988
------------------------------
Net increase (decrease) in net assets ........................................ 47,282,346 81,392,300
Net assets:
Beginning of period ................................................................. 318,240,411 236,848,111
------------------------------
End of period ....................................................................... $ 365,522,757 $ 318,240,411
==============================
Undistributed net investment income (distributions in excess of net investment income)
included in net assets:
End of period ....................................................................... $ (4,122,704) $ 2,172,086
==============================

18 | 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 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. 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 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.

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. 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. Due to the inherent uncertainty of
valuations of such securities, the fair values may differ significantly from the
values that would have been used had a ready market for such investments
existed. 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 | 19

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, which may be in
excess of the amount reflected in the Statement of Assets and Liabilities.

D. INCOME AND DEFERRED TAXES

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

The Fund is subject to a tax imposed on net realized gains on 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.

Foreign securities held by the Fund may be subject to foreign taxation. Foreign
taxes, if any, are recorded based on the tax regulations and rates that exist in
the foreign markets in which the Fund invests.

20 | Semiannual Report

Templeton Emerging Markets Fund

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 is
recorded on the ex-dividend date except that certain dividends from foreign
securities are recognized as soon as the Fund is notified of the ex-dividend
date. Distributions to shareholders are recorded on the ex-dividend date and are
determined according to income tax regulations (tax basis). Distributable
earnings determined on a tax basis may differ from earnings recorded in
accordance with accounting principles generally accepted in the United States.
These differences may be permanent or temporary.Permanent differences are
reclassified among capital accounts to reflect their tax character. These
reclassifications have no impact on net assets or the results of operations.
Temporary differences are not reclassified, as they may reverse in subsequent
periods.

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 expenses 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 liabilities 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 Fund's Board of Trustees 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. During the period ended February 28, 2006,
there were no shares repurchased.

At February 28, 2006, there were an unlimited number of shares authorized
(without par value). During the period ended February 28, 2006, 132,985 shares
were issued for $2,403,830 from reinvested distributions. During the year ended
August 31, 2005, 15,994 shares were issued for $242,988 from reinvested
distributions.

Semiannual Report | 21

Templeton Emerging Markets Fund

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

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

A. MANAGEMENT FEES

The Fund pays an investment management fee to TAML based on the average daily
net assets of the Fund 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% In excess of $20 billion

B. ADMINISTRATIVE FEES

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

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, 2006, the
custodian fees were reduced as noted in the Statement of Operations.

5. INCOME TAXES

For tax purposes, realized currency losses occurring subsequent to October 31
may be deferred and treated as occurring on the first day of the following
fiscal year. At August 31, 2005, the Fund deferred realized currency losses of
$147,996.

22 | Semiannual Report

Templeton Emerging Markets Fund

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

5. INCOME TAXES (CONTINUED)

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

Net realized gains (losses) 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 tax
refunds.

At February 28, 2006, the cost of investments and net unrealized appreciation
(depreciation) for income tax purposes were as follows:

Cost of investments ................................. $ 233,984,456
=============

Unrealized appreciation ............................. $ 133,217,717
Unrealized depreciation ............................. (1,173,209)
-------------
Net unrealized appreciation (depreciation) .......... $ 132,044,508
=============

6. INVESTMENT TRANSACTIONS

Purchases and sales of investments (excluding short term securities) for the
period ended February 28, 2006, aggregated $55,357,123 and $71,763,858,
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 and administrative fees paid by the Sweep
Money Fund.

8. CONCENTRATION OF RISK

Investing in foreign securities may include certain risks and considerations not
typically associated with investing in U.S. securities, such as fluctuating
currency values and changing local and regional economic, political and social
conditions, which may result in greater market volatility. In addition, certain
foreign securities may not be as liquid as U.S. securities.

Semiannual Report | 23

Templeton Emerging Markets Fund

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

9. RESTRICTED AND ILLIQUID SECURITIES

At February 28, 2006, investments in securities included issues that are
restricted and illiquid. Restricted securities are often purchased in private
placement transactions, and cannot be sold without prior registration under the
Securities Act of 1933, unless the sale is pursuant to an exemption under the
1933 Act.

A security may be considered illiquid if it lacks a readily available market or
if its valuation has not changed for a certain period of time. At February 28,
2006, the Fund held investments in restricted and illiquid securities, valued in
accordance with procedures approved by the Fund's Board of Trustees as
reflecting fair value, as follows:

-----------------------------------------------------------------------------------------------
ACQUISITION
SHARES ISSUER DATE COST VALUE
-----------------------------------------------------------------------------------------------

44,639 ZAO Polyus Gold Co. .................. 1/02/06 $-- $ 1,623,520
-----------
TOTAL RESTRICTED AND ILLIQUID SECURITIES (0.44% of Net Assets) .. $ 1,623,520
===========

10. REGULATORY MATTERS

As part of various investigations by a number of federal, state, and foreign
regulators and governmental entities, 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 (collectively, the "Company"), entered into
settlements with certain of those regulators.

Specifically, the Company entered into settlements with the Securities and
Exchange Commission ("SEC") concerning market timing (the "August 2, 2004 SEC
Order") and marketing support payments to securities dealers who sell fund
shares (the "December 13, 2004 SEC Order") and with the California Attorney
General's Office ("CAGO") concerning marketing support payments to securities
dealers who sell fund shares (the "CAGO Settlement"). Under the terms of the
settlements with the SEC and the CAGO, the Company retained an Independent
Distribution Consultant ("IDC") to develop a plan for distribution of the
respective settlement monies. The CAGO approved the distribution plan under the
CAGO Settlement and, in accordance with the terms and conditions of that
settlement, the monies were disbursed to the relevant funds. The Fund did not
participate in the CAGO settlement. The SEC has not yet approved the
distribution plan pertaining to the December 13, 2004 SEC Order. When approved,
disbursements of settlement monies will be made promptly to the relevant funds,
in accordance with the terms and conditions of that order. The IDC has also
prepared and submitted to the SEC for its approval a plan of distribution under
the August 2, 2004 SEC Order that resolved the SEC's market timing
investigation.

24 | Semiannual Report

Templeton Emerging Markets Fund

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

10. REGULATORY MATTERS (CONTINUED)

In addition, the Company, as well as most of the mutual funds within Franklin
Templeton Investments and certain current or former officers, directors, and/or
employees, have been named in private lawsuits (styled as shareholder class
actions, or as derivative actions on behalf of either the named funds or
Franklin Resources, Inc.) relating to the industry practices referenced above,
as well as to allegedly excessive advisory fees, commissions, and/or 12b-1 fees.
The lawsuits were filed in different courts throughout the country. Many of
those suits are now pending in a multi-district litigation in the United States
District Court for the District of Maryland.

The Company and fund management strongly believe that the claims made in each of
the private lawsuits referenced above are without merit and intend to defend
against them vigorously. The Company cannot predict with certainty the eventual
outcome of these lawsuits, nor whether they will have a material negative impact
on the Company. If it is determined that the Company 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.

Semiannual Report | 25

Templeton Emerging Markets Fund

ANNUAL MEETING OF SHAREHOLDERS, FEBRUARY 24, 2006

The Annual Meeting of Shareholders of the Fund was held at the Fund's offices,
500 E. Broward Blvd., Fort Lauderdale, Florida, on February 24, 2006. 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: Gordon S. Macklin, David W. Niemiec and Larry D. Thompson.* 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
SHARES SHARES
% OF PRESENT % OF PRESENT
OUTSTANDING AND OUTSTANDING AND
TERM EXPIRING 2009 FOR SHARES VOTING WITHHELD SHARES VOTING
------------------------------------------------------------------------------------------------------

Gordon S. Macklin ..... 15,093,816 84.73% 98.32% 258,823 1.45% 1.68%
David W. Niemiec ...... 14,148,927 85.04% 98.68% 203,172 1.14% 1.32%
Larry D. Thompson ..... 15,134,240 84.96% 98.58% 217,859 1.22% 1.42%

* Harris J. Ashton, Harmon E. Burns, Frank J. Crothers, S. Joseph Fortunato,
Edith E. Holiday, Charles B. Johnson, 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
480 Washington Boulevard
Jersey City, NJ 07310
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." 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 U.S. Securities and Exchange Commission to provide certain certifications
with respect to the Fund's Form N-CSR and Form N-CSRS (which include the Fund's
annual and semiannual reports to shareholders) that are filed semiannually with
the Commission. The Fund has filed such certifications with its Form N-CSR for
the year ended August 31, 2005. Additionally, the Fund expects to file, on or
about April 30, 2006, such certifications with its Form N-CSRS for the six
months ended February 28, 2006.

Semiannual Report | 29

This page intentionally left blank.

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 MidCap Value Fund
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
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
Templeton Income Fund

TAX-FREE INCOME 5

NATIONAL FUNDS

Double Tax-Free Income Fund
Federal Tax-Free Income Fund
High Yield Tax-Free Income Fund
Insured Tax-Free Income Fund 6

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 7
Colorado
Connecticut
Florida 7
Georgia
Kentucky
Louisiana
Maryland
Massachusetts 6
Michigan 6
Minnesota 6
Missouri
New Jersey
New York 7
North Carolina
Ohio 7
Oregon
Pennsylvania
Tennessee
Virginia

INSURANCE FUNDS

Franklin Templeton Variable Insurance Products Trust 8

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. For investors subject to the alternative minimum tax, a small portion of fund
dividends may be taxable. Distributions of capital gains are generally taxable.

6. Portfolio of insured municipal securities.

7. 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).

8. The funds of the Franklin Templeton Variable Insurance Products Trust are
generally available only through insurance company variable contracts.

09/05
Not part of the semiannual report

[LOGO](R) 100 Fountain Parkway
FRANKLIN TEMPLETON P.O. Box 33030
INVESTMENTS 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: 201/680-6578
www.melloninvestor.com/isd

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 S2006 04/06

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 12(a)(1), 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 David W. Niemiec 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: Frank J. Crothers, David W. Niemiec, 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.

The board of trustees of the Fund has delegated the authority to vote proxies
related to the portfolio securities held by the Fund to the Fund's manager
Templeton Asset Management Limited 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. In addition,
the manager subscribes to Glass, Lewis & Co., LLC (Glass Lewis), an unaffiliated
third party analytical research firm, to receive analyses and vote
recommendations on the shareholder meetings of publicly held U.S. companies.
Although ISS' and/or Glass Lewis' analyses are thoroughly reviewed and
considered in making a final voting decision, the manager does not consider
recommendations from ISS, Glass Lewis 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/trustees 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 trustees, ISS, Glass Lewis 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 DIRECTORS. 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.

RATIFICATION OF AUDITORS OF PORTFOLIO COMPANIES. In light of several high
profile accounting scandals, the manager will closely scrutinize the role and
performance of auditors. On a case-by-case basis, the manager will examine
proposals relating to non-audit relationships and non-audit fees. The manager
will also consider, on a case-by-case basis, proposals to rotate auditors, and
will vote against the ratification of auditors when there is clear and
compelling evidence of accounting irregularities or negligence.

MANAGEMENT AND 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 and/or the Glass Lewis
evaluation of the 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 it aligns 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 proxy 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 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 available online at franklintempleton.com and posted
on the SEC website at WWW.SEC.GOV and reflect the twelve-month period beginning
July 1, 2004, and ending June 30, 2005.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. N/A

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANIES AND AFFILIATED PURCHASES. N/A

ITEM 10. 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 11. 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 12. EXHIBITS

(a)(1) Code of Ethics

(a)(2) 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)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 24, 2006

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 24, 2006

By /s/GALEN G. VETTER
Chief Financial Officer
Date April 24, 2006