Director Shareholding

Fleming Overseas Inv Trust PLC
7 January 2002

SCHEDULE 11

NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS


1.        Name of company:



THE FLEMING OVERSEAS INVESTMENT TRUST PLC





2.       Name of director:



R A BARFIELD





3.       Please state whether notification indicates that it is in respect of
holding of the shareholder named in 2 above or in respect of a non-beneficial
interest or in the case of an individual holder if it is a holding of that
person's spouse or children under the age of 18 or in respect of a
non-beneficial interest:



NOTIFICATION IN RESPECT OF A DIRECTOR



4.       Name of the registered holder(s) and, if more than one holder, the
number of shares held by each of them (if notified):





JPM FLEMING INVESTMENT TRUST PENSION





5.        Please state whether notification relates to a person(s) connected
with the Director named in 2 above and identify the connected person(s):



N/A



6.       Please state the nature of the transaction. For PEP transactions
please indicate whether general/single co PEP and if discretionary/
non-discretionary:



PURCHASE OF SHARES IN PENSION SCHEME



7.        Number of shares/amount of stock acquired:



964



8.       Percentage of issued class:



0.00%



9.       Number of shares/amount of stock disposed:



N/A



10.     Percentage of issued class:



N/A



11.      Class of security:



ORDINARY  SHARES OF  25p



12.     Price per share:



       514p



13.     Date of transaction:



27TH  DECEMBER 2001



14.     Date company informed:





              2nd JANUARY 2002n



15.     Total holding following this notification:



964



16.     Total percentage holding of issued class following this notification:



0.00%


If the company has granted options to a director, please complete boxes 17 to
22 inclusive:



17.     Date of grant:



N/A



18.    Period during which or date on which exercisable:



N/A



19.     Total amount paid (if any) for grant of the option:



N/A



20.    Description of shares or debentures involved, class and number:



N/A



21.     Exercise price (if fixed at time of grant) or indication that price is
to be fixed at time of exercise:



N/A



22.    Total number of shares or debentures over which options held following
this notification:



N/A



23.    Any additional information:







24.    Name of contact and telephone number for queries:



JONATHAN LATTER  0207-742-3408



25.    Date of notification:


7th  JANUARY 2002