SC TO-I/A

As filed with the Securities and Exchange Commission on July 17, 2002.

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES
EXCHANGE ACT OF 1934
(Amendment No. 2)

TEMPLETON DRAGON FUND, INC.
(Name of Subject Company (issuer))

TEMPLETON DRAGON FUND, INC.
(Name of Filing Person (offeror))

COMMON STOCK, $0.01 PAR VALUE PER SHARE
(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
Fax: (954) 847-2288

(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)

With copies to:

John F. Della Grotta, Esq	Bruce G. Leto, Esq.
Paul, Hastings, Janofsky & Walker LLP	Stradley, Ronon, Stevens & Young, LLP
695 Town Center Drive, 17th Floor	2600 One Commerce Square
Costa Mesa, California 92626-1924	Philadelphia, PA 19103-7098
Tel: (714) 668-6200	Tel: (215) 564-8000
Fax: (714) 979-1921	Fax: (215) 564-8120

CALCULATION OF FILING FEE

TRANSACTION VALUATION	AMOUNT OF FILING FEE
$46,547,741 (a)	$4,283 (b)

(a)	Calculated as the aggregate maximum purchase price to be paid for 4,874,109 shares in the offer, based upon a price of $9.55 (90% of the net asset value per share of $10.61 on June 5, 2002).
(b)	Calculated at $92 per $1,000,000 of the Transaction Value.

x     Check 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:	$4,283
Form or Registration No.:	Schedule TO
Filing Party:	Templeton Dragon Fund, Inc.
Date Filed:	June 11, 2002

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

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

o     third party tender offer subject to Rule 14d-1
o     going-private transaction subject to Rule 13e-3
x    issuer tender offer subject to Rule 13e-4
o    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.x

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TABLE OF CONTENTS

	Item 12. Exhibits
SIGNATURE
EXHIBIT (a)(5)(ii)

     This Amendment No. 2 to the Issuer Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on June 11, 2002 by Templeton Dragon Fund, Inc., a Maryland corporation (the “Fund”), relating to an offer to purchase for cash up to 4,874,109 shares of its issued and outstanding common stock, par value $0.01 per share, amends such Issuer Tender Offer Statement on Schedule TO to add an additional exhibit in accordance with Rule 13e-4(c)(1) promulgated under the Securities Exchange Act of 1934, as amended.

Item 12. Exhibits

The following material is hereby filed as an additional exhibit to the Fund’s Schedule TO

Exhibit No.	Description
(a)(5)(ii)	Text of press release dated and issued on July 17, 2002.

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

TEMPLETON DRAGON FUND
By:	/s/  BARBARA J. GREEN
	Name: Barbara J. Green, Esq.      Title: Vice President and Secretary

Dated: July 17, 2002

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EXHIBIT(a)(5)(ii)          

TEMPLETON DRAGON FUND, INC.

Broward Financial Centre
500 E. Broward Blvd./Suite 2100
Fort Lauderdale, FL 33394-3091

FRANKLIN® TEMPLETON® INVESTMENTS   Tel 954-527-7500

July 17, 2002

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

TEMPLETON DRAGON FUND, INC. (“TDF”) ANNOUNCES
FINAL RESULTS OF TENDER OFFER

Fort Lauderdale, Florida, July 17, 2002. Templeton Dragon Fund, Inc. (NYSE: TDF) (the “Fund”), a closed-end management investment company, announced today the final results of the Fund’s tender offer to purchase up to 4,874,109 shares of its outstanding common stock, which expired on Wednesday, July 10, 2002 at 11:59 p.m., Eastern time.

A total of 4,364,925.9071 shares were properly tendered and not withdrawn by July 10, 2002, the expiration date for the tender offer and the final date for withdrawals. In accordance with the terms of the tender offer, the Fund has accepted for purchase all shares properly tendered by all tendering shareholders. The purchase price for tendered shares is $9.45 per share. Mellon Investor Services LLC, the depositary for this tender offer, has received the aggregate proceeds for all accepted shares and is currently in the process of distributing the funds to individual shareholders.

The Fund’s investment manager is Templeton Asset Management Ltd., an indirect wholly owned subsidiary of Franklin Resources, Inc. (NYSE: BEN), a global investment organization operating as Franklin Templeton Investments. Franklin Templeton 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 more than $270 billion in assets under management as of June 30, 2002. For more information, please call 1-800-DIAL BEN® (1-800-342-5236).

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EX-99.(A)(5)(II)

Exhibit (a)(5)(ii)