Director Shareholding

Fleming Overseas Inv Trust PLC
18 February 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

JOHN RENNOCKS

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 DIRECTOR AS ABOVE

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

JOHN RENNOCKS

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 ORDINARY SHARES

7)  Number of shares/amount of
    stock acquired

1,000 SHARES

8)  Percentage of issued class

0.0014%

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 EACH

12) Price per share

494.65p

13) Date of transaction

18th FEBRUARY 2002

14) Date company informed

18TH FEBRUARY 2002

15) Total holding following this notification

1,000 SHARES

16) Total percentage holding of issued class following this notification

0.0014%

If a director has been granted options by the company please complete the
following boxes

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, 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

FRASER EASTON 020 7742 3425

25) Name and signature of authorised company official responsible for
    making this notification

    Date of Notification...18TH FEBRUARY 2002.........

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