TDF Schedule TO
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------

                                   SCHEDULE TO
                                 (Rule 14d-100)

            TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                           Templeton Dragon Fund, Inc.
 --------------------------------------------------------------------------------
                       (Name of Subject Company (Issuer))

                      Templeton Dragon Fund, Inc. (Issuer)
 --------------------------------------------------------------------------------
 (Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person))


                                  Common Stock
 --------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    88018T101
 --------------------------------------------------------------------------------
                      (CUSIP Number of Class of Securities)

                             Barbara J. Green, Esq.
                           Templeton Dragon Fund, Inc.
                            Broward Financial Centre
                        500 E. Broward Blvd., Suite 2100
                          Ft. Lauderdale, FL 33394-3091
                               Tel (954) 527-7500
 --------------------------------------------------------------------------------
                 (Name, Address and Telephone Numbers of Person
  Authorized to Receive Notices and Communications on Behalf of Filing Persons)


                                    COPY TO:

                               Bruce G. Leto, Esq.
                      Stradley, Ronon, Stevens & Young, LLP
                            2600 One Commerce Square
                           Philadelphia, PA 19103-7098
                               Tel (215) 564-8000

                            CALCULATION OF FILING FEE
---------------------------------------------------------------------------------
          Transaction Valuation*                  Amount of Filing Fee*

              not applicable                          not applicable
---------------------------------------------------------------------------------

*    As the filing  contains  only  preliminary  communications  made before the
     commencement of the tender offer, no filing fee is required.

[_]  Check the box if any part of the fee is offset as provided by Rule  0-11(a)
     (2) and identify the filing with which the  offsetting  fee was  previously
     paid. Identify the previous filing by registration statement number, or the
     Form or Schedule and the date of its filing.

Amount Previously Paid:   Not applicable          Filing Party:  Not applicable

Form or Registration No.:  Not applicable         Date Filed:  Not applicable

[X]  Check the box if the filing relates  solely to  preliminary  communications
     made before the commencement of a tender offer.

     Check the  appropriate  boxes below to designate any  transactions to which
     the statement relates:

      [_]         third-party tender offer subject to Rule 14d-1.

      [X]         issuer tender offer subject to Rule 13e-4.

      [_]         going-private transaction subject to Rule 13e-3.

      [_]         amendment to Schedule 13D under Rule 13d-2.

     Check the  following box if the filing is a final  amendment  reporting the
     results of the tender offer:                                            [_]






                                 TEMPLETON VIETNAM AND SOUTHEAST ASIA FUND, INC.

                                 TEMPLETON DEVELOPING MARKETS TRUST

                                 TEMPLETON DRAGON FUND, INC.

                                 Broward Financial Centre
                                 500 E. Broward Blvd.
                                 Suite 2100
FRANKLIN(R)TEMPLETON(R)          Ft. Lauderdale, FL 33394-3091
 INVESTMENTS                     Tel  954-527-7500
---------------------------------------------------------------------- ---------


FOR IMMEDIATE RELEASE:

For  more  information,   please  contact  Franklin  Templeton   Investments  at
1-800-342-5236. Members of the media should contact Franklin Templeton Corporate
Communications at 650-312-3395.

    TEMPLETON VIETNAM AND SOUTHEAST ASIA FUND, INC. AND TEMPLETON DEVELOPING
                 MARKETS TRUST ANNOUNCE PROPOSED REORGANIZATION

               TEMPLETON VIETNAM AND SOUTHEAST ASIA FUND, INC. AND
                           TEMPLETON DRAGON FUND, INC.
                   ANNOUNCE THAT THEIR PROPOSED REORGANIZATION
                                WILL NOT PROCEED

Ft.  Lauderdale,  Florida,  March 19, 2002.  The Board of Directors of Templeton
Vietnam  and  Southeast  Asia  Fund,  Inc.  ("Vietnam  Fund")  (NYSE:TVF)  today
announced  that it  approved  a proposal  providing  for the  reorganization  of
Vietnam  Fund into  Templeton  Developing  Markets  Trust  ("Developing  Markets
Trust"),  a registered  open-end  management  investment  company.  The proposed
reorganization  involves Developing Markets Trust's acquisition of substantially
all of the  assets of Vietnam  Fund in  exchange  for  Advisor  Class  shares of
Developing  Markets  Trust,  and the  distribution  of Advisor  Class  shares of
Developing  Markets  Trust  to  shareholders  of  Vietnam  Fund as a part of the
liquidation and dissolution of Vietnam Fund. This transaction, which is expected
to be tax-free,  is subject to the approval of the shareholders of Vietnam Fund.
If approved,  shares will be exchanged  based on the respective net asset values
of Vietnam Fund and Advisor Class shares of Developing Markets Trust.

It  is   currently   anticipated   that,   during  the  six  months   after  the
reorganization, former Vietnam Fund shareholders who redeem Advisor Class shares
of  Developing  Markets  Trust  received  in  the  reorganization,  will  pay  a
redemption  fee of up to 2%.  This  redemption  fee  will be paid to  Developing
Markets  Trust to help  defray  the  transaction  costs  associated  with such a
redemption.  To help preserve the tax-free status of the proposed reorganization
with  Developing  Markets Trust,  the previously  announced  discontinuation  of
Vietnam Fund's open-market share repurchase program remains in effect.

The Boards of Directors of Vietnam Fund and Templeton Dragon Fund, Inc. ("Dragon
Fund")  (NYSE:   TDF)  also  today  announced  that  the  previously   announced
reorganization  of Vietnam Fund into Dragon Fund,  also a closed-end  fund, will
not proceed.  Dragon Fund's Board of Directors  also  announced  that the tender
offers that it  previously  approved  will  proceed,  but that it will  consider
whether to make any  modifications to the terms and timing of the tender offers,
including increasing the amount of the first tender offer or combining the first
and second tender offers.  Dragon Fund's Board of Directors previously announced
the approval of a tender offer for up to 10% of Dragon Fund's outstanding shares
to be made at not less than 90% of net asset  value  during an initial  12-month
period, to be followed by one or more subsequent tender offers aggregating up to
10% of  outstanding  Dragon Fund shares  during the following  12-month  period.
Dragon  Fund's Board of  Directors  also may  consider  recommending  additional
tender offers in subsequent time periods,  depending upon market  conditions and
regulatory and tax considerations. The commencement of the first tender offer is
no longer  dependent upon the shareholder  vote of Dragon Fund  shareholders and
Vietnam Fund  shareholders  because the previously  announced  reorganization of
Vietnam Fund into Dragon Fund will not proceed.  In any event,  the first tender
offer for Dragon Fund shares will commence no later than 90 days following April
30, 2002.  The  previously  announced  discontinuation  of Dragon Fund's managed
distribution policy remains in effect.

Vietnam Fund's Board of Directors plans to submit the proposed reorganization of
Vietnam Fund into Developing  Markets Trust to Vietnam Fund's  shareholders at a
special  meeting,  currently  expected  to take place by late Summer  2002.  Any
solicitation  of proxies  by Vietnam  Fund in  connection  with its  shareholder
meeting  will be made only  pursuant to  separate  proxy  materials  filed under
federal  securities  laws.  It is  anticipated  that  these  materials  will  be
available in Summer 2002.  There can be no assurances  that the  shareholders of
Vietnam Fund will vote in favor of the proposed reorganization.

Vietnam Fund is designed for investors seeking  long-term capital  appreciation.
Under normal market conditions, Vietnam Fund invests primarily in the equity and
debt securities of "Region Country" issuers.  Region Countries currently include
Vietnam, China, Hong Kong, India, Indonesia, Malaysia, Myanmar, the Philippines,
Singapore,  South Korea,  Taiwan and Thailand.  Vietnam Fund currently has total
assets of approximately  $41 million.  Developing  Markets Trust is designed for
investors   seeking  long-term   capital   appreciation.   Under  normal  market
conditions, Developing Markets Trust invests its assets mainly in a portfolio of
equity  securities  of developing  market  companies.  Developing  Markets Trust
currently  has total  assets  of  approximately  $1.5  billion.  Dragon  Fund is
designed for investors seeking long-term capital  appreciation and, under normal
market  conditions,  invests  at least  45% of its total  assets  in the  equity
securities of "China companies." In addition,  under normal  conditions,  Dragon
Fund will invest at least 65% of its total assets in "China  companies,"  "Japan
companies"  and  "Asia-Pacific  companies"  combined.  Dragon Fund currently has
total assets of approximately $439 million.

Templeton  Asset  Management  Ltd.,  the  investment  adviser for Vietnam  Fund,
Developing Markets Trust and Dragon Fund, is an indirect wholly owned subsidiary
of Franklin  Resources,  Inc.  (NYSE:  BEN),  a global  investment  organization
operating as Franklin(R)Templeton(R)Investments. Franklin(R)Templeton(R)
Investments   provides  global  and  domestic  investment management services
through its Franklin, Templeton, Mutual Series and Fiduciary Trust  subsidiaries.
The San  Mateo,  CA-based  company  has  over 50  years of investment  experience
and over $266 billion in assets under  management  as of February 28, 2002. For
more information, please call 1-800-DIAL BEN(R).

In connection  with the proposed  reorganization  transaction,  Vietnam Fund and
Developing  Markets  Trust  intend  to file  relevant  materials  with  the U.S.
Securities and Exchange Commission ("SEC"), including a Form N-14 combined proxy
statement for Vietnam Fund and  registration  statement for  Developing  Markets
Trust that contains a  prospectus.  Because those  documents  contain  important
information,  Vietnam Fund shareholders are urged to read them, if and when they
become  available.  When filed with the SEC,  they will be available for free at
the SEC's website, www.sec.gov. Vietnam Fund shareholders can also obtain copies
of these documents and other transaction-related  documents, when available, for
free by calling Vietnam Fund at 1-800-342-5236.

Vietnam Fund,  its directors and executive  officers and certain other  persons,
may be deemed to be participants in Vietnam Fund's  solicitation of proxies from
its shareholders in connection with the proposed transaction.  Information about
the directors is set forth in the proxy statement for Vietnam Fund's 2001 Annual
Meeting of Shareholders. Participants in Vietnam Fund's solicitation may also be
deemed to include  the  following  executive  officers  or other  persons  whose
interests  in  Vietnam  Fund may not be  described  in the proxy  statement  for
Vietnam Fund's 2001 annual meeting: Mark Mobius (President);  Charles B. Johnson
(Vice President); Rupert H. Johnson, Jr. (Vice President); Harmon E. Burns (Vice
President);  Charles E.  Johnson  (Vice  President);  Martin L.  Flanagan  (Vice
President);  Jeffrey A. Everett (Vice President);  John R. Kay (Vice President);
Murray L. Simpson (Vice President and Asst.  Secretary);  Barbara J. Green (Vice
President and Secretary);  David P. Goss (Vice  President and Asst.  Secretary);
Bruce S. Rosenberg  (Treasurer);  and Holly Gibson Brady  (Director of Corporate
Communications - Franklin Resources, Inc.).

Developing  Markets Trust, its trustees and executive officers and certain other
persons,  may  be  deemed  to be  participants  in  Developing  Markets  Trust's
solicitation  of proxies,  if any, from its  shareholders in connection with the
proposed  transaction.  Information  about  the  trustees  is set  forth  in the
statement of additional  information  for Developing  Markets Trust dated May 1,
2001,  as  supplemented  January 1, 2002.  Participants  in  Developing  Markets
Trust's  solicitation  may also be deemed to  include  the  following  executive
officers or other persons whose interests in Developing Markets Trust may not be
described in the  statement of additional  information  for  Developing  Markets
Trust,  dated  May 1,  2001,  as  supplemented  January  1,  2002:  Mark  Mobius
(President);  Charles B. Johnson (Vice President);  Rupert H. Johnson, Jr. (Vice
President);  Harmon  E.  Burns  (Vice  President);   Charles  E.  Johnson  (Vice
President);  Martin L.  Flanagan  (Vice  President);  Jeffrey A.  Everett  (Vice
President); John R. Kay (Vice President);  Murray L. Simpson (Vice President and
Asst. Secretary); Barbara J. Green (Vice President and Secretary); David P. Goss
(Vice President and Asst. Secretary);  Bruce S. Rosenberg (Treasurer); and Holly
Gibson Brady (Director of Corporate Communications - Franklin Resources, Inc.).

As of the  date  of  this  communication,  none  of the  foregoing  participants
individually beneficially owns in excess of 1% of Vietnam Fund's common stock or
1% of  the  total  number  of  outstanding  shares  of  beneficial  interest  of
Developing  Markets Trust.  As of December 3, 2001, the officers and trustees of
Developing Markets Trust, as a group, owned of record and beneficially less than
14.40% of the  outstanding  Advisor  Class  shares and less than 1% of the other
classes of  Developing  Markets  Trust.  To the  knowledge  of Vietnam  Fund and
Developing  Markets Trust,  respectively,  none of their  respective  directors,
trustees,  or  executive  officers  has any  interest,  direct or  indirect,  by
security  holdings or  otherwise in Vietnam Fund or  Developing  Markets  Trust,
respectively, except as set forth in the proxy statement relating to the Vietnam
Fund's  2001  Annual  Meeting  of  Shareholders,  the  statement  of  additional
information  for Developing  Markets Trust,  dated May 1, 2001, as  supplemented
January 1, 2002, or as otherwise disclosed above.

Shareholders may obtain  additional  information  regarding the interests of the
participants  by  reading  the proxy  statement  of  Vietnam  Fund and the proxy
statement and  prospectus  of  Developing  Markets Trust if and when they become
available.

This communication  shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities  in any  jurisdiction
in  which  such  offer,   solicitation  or  sale  would  be  unlawful  prior  to
registration   or   qualification   under  the  securities   laws  of  any  such
jurisdiction.  No  offering  of  securities  shall be made  except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

Dragon Fund  shareholders are advised to read the tender offer statement when it
is  available  as it  will  contain  important  information.  The  tender  offer
statement,  when it is available,  and other documents filed by Dragon Fund with
the SEC,  including  Dragon Fund's most recent annual report,  will be available
for free at the  SEC's  web site  (www.sec.gov)  or by  calling  Dragon  Fund at
1-800-342-5236.


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