Director Shareholding

Fleming Overseas Inv Trust PLC
3 April 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


MR G M T HOWE



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


AS 2) 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)


MR G M T HOWE



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


ACQUISITION VIA ISA



7. Number of shares / amount of stock acquired


1,336 SHARES



8. Percentage of issued class


0.002%



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


521p



13. Date of transaction


2 APRIL 2002



14. Date company informed


3 APRIL 2002



15. Total holding following this notification


1,843 SHARES



16. Total percentage holding of issued class following this notification


0.002%



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


LINDA FIELD  020 7742 3426



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






Date of Notification


3 APRIL 2002





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