U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-8A AMENDMENT NO. 1 TO NOTIFICATION OF REGISTRATION FILED PURSUANT TO SECTION 8(a) OF THE INVESTMENT COMPANY ACT OF 1940 The undersigned investment company hereby notifies the U.S. Securities and Exchange Commission that it is amending and adopting as its own the notification of registration of Templeton Emerging Markets Income Fund, Inc., a Maryland corporation, under and pursuant to the provisions of Section 8(a) of the Investment Company Act of 1940, as amended, and in connection with such amendment of notification of registration submits the following information: Name of registrant: TEMPLETON EMERGING MARKETS INCOME FUND Address of Principal Business Office: 500 East Broward Boulevard, Suite 2100 Fort Lauderdale, Florida 33394-3091 Telephone Number (including area code): (954) 527-7500 Name and address of agent for Lori A. Weber, Assistant Secretary service of process: Templeton Emerging Markets Income Fund 500 East Broward Boulevard, Suite 2100 Fort Lauderdale, Florida 33394-3091 Copies to: Barbara J. Green, Vice President and Secretary Templeton Emerging Markets Income Fund 500 East Broward Boulevard, Suite 2100 Fort Lauderdale, Florida 33394-3091 Bruce G. Leto, Esq., Stradley, Ronon, Stevens & Young, LLP 2600 One Commerce Square, Philadelphia, PA 19103-7098 Check appropriate Box: Registrant is filing a Registration Statement pursuant to Section 8(b) of the Investment Company Act of 1940, as amended, concurrently with the filing of Form N-8A: YES [] NO [X] Item 1. Exact name of registrant. Templeton Emerging Markets Income Fund. Item 2. Name of state under the laws of which registrant was organized or created and the date of such organization or creation. Registrant was organized under the laws of the State of Delaware on December 2, 2003. Item 3. Form of organization of registrant (for example, corporation, partnership, trust, joint stock company, association, fund). The registrant was formed as a Delaware statutory trust under the laws of the State of Delaware. Item 4. Classification of registrant (face-amount certificate company, unit investment trust, or management company). Registrant is classified as a management company. Item 5. If registrant is a management company: (a) State whether registrant is a "closed-end" company or an "open-end" company; (b) State whether registrant is registering as a "diversified" company or a "non-diversified" company (read Instruction 4(i) carefully before replying). The registrant is a closed-end, non-diversified company. Item 6. Name and address of each investment adviser of registrant. The investment adviser of registrant is Franklin Advisers, Inc., a California corporation with offices located at One Franklin Parkway, San Mateo, California 94403-1906. Item 7. If the registrant is an investment company having a board of directors, state the name and address of each officer and director of the registrant. (The registrant has a board of trustees who perform similar functions to those of a board of directors of a corporation.) HARRIS J. ASHTON Trustee 500 East Broward Blvd. Suite 2100 Fort Lauderdale, FL 33394-3091 FRANK J. CROTHERS Trustee 500 East Broward Blvd. Suite 2100 Fort Lauderdale, FL 33394-3091 S. JOSEPH FORTUNATO Trustee 500 East Broward Blvd. Suite 2100 Fort Lauderdale, FL 33394-3091 EDITH E. HOLIDAY Trustee 500 East Broward Blvd. Suite 2100 Fort Lauderdale, FL 33394-3091 GORDON S. MACKLIN Trustee 500 East Broward Blvd. Suite 2100 Fort Lauderdale, FL 33394-3091 FRED R. MILLSAPS Trustee 500 East Broward Blvd. Suite 2100 Fort Lauderdale, FL 33394-3091 FRANK A. OLSON Trustee 500 East Broward Blvd. Suite 2100 Fort Lauderdale, FL 33394-3091 CONSTANTINE D. TSERETOPOULOS Trustee 500 East Broward Blvd. Suite 2100 Fort Lauderdale, FL 33394-3091 NICHOLAS F. BRADY Trustee 500 East Broward Blvd. Suite 2100 Fort Lauderdale, FL 33394-3091 HARMON E. BURNS Trustee and Vice President One Franklin Parkway San Mateo, CA 94403-1906 CHARLES B. JOHNSON Trustee, Chairman of the Board and Vice President One Franklin Parkway San Mateo, CA 94403-1906 CHRISTOPHER J. MOLUMPHY President and Chief Executive Officer- Investment Management One Franklin Parkway San Mateo, CA 94403-1906 JIMMY D. GAMBILL Senior Vice President and Chief Executive Officer-Finance and Administration 500 East Broward Blvd. Suite 2100 Fort Lauderdale, FL 33394-3091 RUPERT H. JOHNSON, JR. Vice President One Franklin Parkway San Mateo, CA 94403-1906 MARTIN L. FLANAGAN Vice President One Franklin Parkway San Mateo, CA 94403-1906 JEFFREY A. EVERETT Vice President P.O. Box N-7759 Lyford Cay, Nassau, Bahamas JOHN R. KAY Vice President 500 East Broward Blvd. Suite 2100 Fort Lauderdale, FL 33394-3091 MURRAY L. SIMPSON Vice President and Assistant Secretary One Franklin Parkway San Mateo, CA 94403-1906 BARBARA J. GREEN Vice President and Secretary One Franklin Parkway San Mateo, CA 94403-1906 DAVID P. GOSS Vice President and Assistant Secretary One Franklin Parkway San Mateo, CA 94403-1906 MICHAEL O. MAGDOL Vice President - AML Compliance 600 Fifth Avenue Rockefeller Center New York, NY 10048-0772 DIOMEDES LOO-TAM Treasurer One Franklin Parkway San Mateo, CA 94403-1906 RICHARD L. KUERSTEINER Assistant Vice President One Franklin Parkway San Mateo, CA 94403-1906 ROBERT C. ROSSELOT Assistant Secretary 500 East Broward Blvd. Suite 2100 Fort Lauderdale, FL 33394-3091 LORI A. WEBER Assistant Secretary 500 East Broward Blvd. Suite 2100 Fort Lauderdale, FL 33394-3091 KAREN P. DEBELLIS Assistant Treasurer 100 Fountain Parkway St. Petersburg, FL 33716-1205 KENNETH A. LEWIS Assistant Treasurer One Franklin Parkway San Mateo, CA 94403-1906 GALEN G. VETTER Chief Financial Officer 500 East Broward Blvd. Suite 2100 Fort Lauderdale, FL 33394-3091 Item 8. If registrant is an unincorporated investment company not having a board of directors: (a) State the name and address of each sponsor of registrant; (b) State the name and address of each officer and director of each sponsor of registrant; (c) State the name and address of each trustee and each custodian of registrant. Not Applicable. Item 9. (a) State whether registrant is currently issuing and offering its securities directly to the public (yes or no). No, the registrant is not currently issuing and offering its securities directly to the public. (b) If registrant is currently issuing and offering its securities to the public through an underwriter, state the name and address of such underwriter. Not Applicable. (c) If the answer to 9(a) is "no" and the answer to 9(b) is "not applicable," state whether registrant presently proposes to make a public offering of its securities (yes or no). No, the registrant presently does not propose to make a public offering of its securities. (d) State whether registrant has any securities currently issued and outstanding (yes or no). No. (e) If the answer to Item 9(d) is "yes," state as of a date not to exceed ten days prior to the filing of this notification of registration the number of beneficial owners of registrant's outstanding securities (other than short-term paper) and the name of any company owning 10 percent or more of registrant's outstanding voting securities. Not Applicable. Item 10. State the current value of registrant's total assets. The current value of registrant's total assets is $0. Item 11. State whether registrant has applied or intends to apply for a license to operate as a small business investment company under the Small Business Investment Act of 1958 (yes or no). No, the registrant has not applied and does not intend to apply for a license to operate as a small business investment company under such act. Item 12. Attach as an exhibit a copy of the registrant's last regular periodic report to its securityholders, if any. Not Applicable. SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, as amended, the registrant has caused this amendment of notification of registration to be duly signed on its behalf in the City of San Mateo and the State of California on the 28th day of May, 2004. Templeton Emerging Markets Income Fund BY:/s/DAVID P. GOSS ------------------------------- Name: David P. Goss Title: Vice President and Assistant Secretary Attest:/s/LORI A. WEBER ---------------------------- Name: Lori A. Weber Title: Assistant Secretary IC No. 811-07866