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FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF

REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-04985

Templeton Emerging Markets Fund

(Exact name of registrant as specified in charter)

300 S.E. 2^nd Street, Fort Lauderdale, FL 33301-1923

(Address of principal executive offices) (Zip code)

Craig S. Tyle, One Franklin Parkway, San Mateo, CA 94403-1906

(Name and address of agent for service)

Registrant's telephone number, including area code: (954) 527-7500

Date of fiscal year end: 8/31

Date of reporting period: _05/31/11_

Item 1. Schedule of Investments.

Quarterly Statement of Investments | See Notes to Statement of Investments.

^†Rounds to less than 0.1% of net assets.
^aNon-income producing.
^bAt May 31, 2011, pursuant to the Fund's policies and the requirements of applicable securities law, the Fund may be restricted from trading these securities for a limited or
extended period of time due to ownership limits and/or potential possession of material non-public information.
^cThe Institutional Fiduciary Trust Money Market Portfolio is managed by an affiliate of the Fund's investment manager.

ABBREVIATIONS
Selected Portfolio

ADR - American Depository Receipt

Templeton Emerging Markets Fund
Notes to Statement of Investments (unaudited)

1. ORGANIZATION

Templeton Emerging Markets Fund (Fund) is registered under the Investment Company Act of 1940, as
amended, as a closed-end investment company.

2. FINANCIAL INSTRUMENT VALUATION

The Fund's investments in securities and other financial investments are carried at fair value daily. Fair
value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants on the measurement date. Under procedures approved by the
Fund’s Board of Trustees, the Fund may utilize independent pricing services, quotations from securities
and financial instrument dealers, and other market sources to determine fair value.

Equity securities listed on an 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. Foreign equity securities are valued
as of the close of trading on the foreign stock exchange on which the security is primarily traded, or the
NYSE, whichever is earlier. The value is then converted into its U.S. dollar equivalent at the foreign
exchange rate in effect at the close of the NYSE on the day that the value of the security is determined.
Over-the-counter securities 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. Certain equity securities are valued based upon fundamental characteristics or
relationships to similar securities. Investments in open-end mutual funds are valued at the closing net asset
value.

The Fund has procedures to determine the fair value of securities and other financial instruments for which
market prices are not readily available or which may not be reliably priced. Under these procedures, the
Fund primarily employs a market-based approach which may use related or comparable assets or liabilities,
recent transactions, market multiples, book values, and other relevant information for the investment to
determine the fair value of the investment. The Fund may also use an income-based valuation approach in
which the anticipated future cash flows of the investment are discounted to calculate fair value. Discounts
may also be applied due to the nature or duration of any restrictions on the disposition of the investments.
Due to the inherent uncertainty of valuations of such investments, the fair values may differ significantly
from the values that would have been used had an active market existed.

Trading in securities on foreign securities stock exchanges and over-the-counter markets may be completed
before the daily close of business on the NYSE. Occasionally, events occur between the time at which
trading in a foreign security is completed and the close of the NYSE that might call into question the
reliability of the value of a portfolio security held by the Fund. As a result, differences may arise between
the value of the Fund’s portfolio securities as determined at the foreign market close and the latest
indications of value at the close of the NYSE. In order to minimize the potential for these differences, the
investment manager monitors price movements following the close of trading in foreign stock markets
through a series of country specific market proxies (such as baskets of American Depository Receipts,
futures contracts and exchange traded funds). These price movements are measured against established
trigger thresholds for each specific market proxy to assist in determining if an event has occurred that may
call into question the reliability of the values of the foreign securities 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.

Item 2. 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 Quarterly Schedule of Portfolio Holdings on Form N-Q, 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 Quarterly Schedule of Portfolio Holdings on Form N-Q.

Item 3. Exhibits.

(a) Certification pursuant to Section 30a-2 under the Investment Company Act of 1940 of Laura F. Fergerson, Chief Executive Officer - Finance and Administration, and Mark H. Otani, Chief Financial Officer and Chief Accounting 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.