EX-99.77C VOTES

NAME OF REGISTRANT:
TEMPLETON DRAGON FUND, INC.
FILE NO. 811-08394

EXHIBIT ITEM NO. 77(C) MATTER SUBMITTED TO A VOTE OF SECURITY HOLDERS


The Annual  Meeting of  Shareholders  of the  Templeton  Dragon Fund,  Inc. (the
"Fund") was held at the Fund's offices,  500 E. Broward Blvd.,  Fort Lauderdale,
Florida,  on May 19, 2006.  The purpose of the meeting was to elect five (5)
Directors of the Fund.  At  the  meeting  on May  19, 2006,  the following
persons were elected by the shareholders to serve as Directors of the Fund:
Gordon S. Macklin, David W. Niemiec, Frank A. Olson, Larry D. Thompson and
Robert E. Wade.*  No other business was transacted at the meetings.

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

Proposal:  The election of five (5) Directors:



                                                % OF          % OF                          % OF        % OF
                                            OUTSTANDING      VOTED                      OUTSTANDING    VOTED
  TERM EXPIRING 2009:             FOR         SHARES        SHARES        WITHHELD        SHARES      SHARES
- --------------------------------------------------------------------------------------------------------------
                                                                                     
  Gordon S. Macklin............ 28,430,969     75.27%        97.77%        648,348          1.72%      2.23%
  David W. Niemiec............. 28,446,424     75.31%        97.82%        632,893          1.68%      2.18%
  Frank A. Olson............... 28,316,776     74.97%        97.38%        762,541          2.02%      2.62%
  Robert E. Wade............... 28,540,967     75.56%        98.15%        538,350          1.43%      1.85%

  TERM EXPIRING 2007:
- -----------------------
  Larry D. Thompson............ 28,425,782     75.26%        97.75%        653,535          1.73%      2.25%



* HARRIS J. ASHTON, FRANK J. CROTHERS, S. JOSEPH FORTUNATO, EDITH E. HOLIDAY
  AND CONSTANTINE D. TSERETOPOULOS CURRENTLY SERVES AS INDEPENDENT DIRECTORS
  AND CHARLES J. JOHNSON CURRENTLY SERVES AS INTERESTED DIRECTOR. THEIR TERMS
  OF OFFICE CONTINUED AFTER THE ANNUAL MEETING OF SHAREHOLDERS.

EX-99.77E LEGAL

NAME OF REGISTRANT:
Templeton Dragon Fund, Inc.
File No. 811-08394

EXHIBIT ITEM No. 77(e): Legal Proceedings

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 separate plans for distribution of
the respective settlement monies. The CAGO approved the distribution plan
pertaining to the distribution of the monies owned under the CAGO settlement
agreement, and in March 2005, the disbursement of monies to the relevant funds
in accordance with the terms and conditions of that settlement was completed.
The Fund did not participate in the CAGO Settlement.

On June 23, 2006, the SEC approved the IDC's proposed plan of distribution
arising from the December 13, 2004 SEC Order. The relevant funds recorded the
settlement as other income and disbursement of the settlement monies to the
designated funds in accordance with the terns and conditions of the SEC's order
and the plan will be completed in August, 2006. The Fund did not participate in
the December 13, 2004 SEC Order.

The IDC has also completed a proposed Plan of Distribution under the August 2,
2004 SEC Order resolving the SEC's market timing investigation and has submitted
that plan to the SEC staff, where it is under review. The SEC has announced the
following expected schedule with respect to the market timing Plan of
Distribution: "The SEC anticipates that Notice of the Plan will be published on
or after September 15, 2006. After publication and comment, the proposed
Distribution Plan will be submitted to the SEC for approval. When the SEC
approves the proposed Distribution Plan, with modification as appropriate,
distributions will begin pursuant to that Plan. The SEC anticipates the
distribution will begin in the fall of 2006."

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.