Holding in Company

Fleming Overseas Inv Trust PLC
15 September 2000

                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

     FLEMING OVERSEAS INVESTMENT TRUST PLC

2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

     ROBERT FLEMING HOLDINGS LTD      12,375,316

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

     IN RESPECT OF SHAREHOLDER IN 2 ABOVE

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

     FLEMING INVESTMENT MGT LTD        1,640,322
     FLEMING PRIVATE ASSET MGT LTD       333,494
     SAVE & PROSPER GROUP LTD         10,401,500 

5)   Number of shares/amount of stock acquired.

     NOT STATED

6)   ( N/A %) of issued Class

7)   Number of shares/amount of stock disposed

     NOT STATED

8)   ( N/A %) of issued Class

9)   Class of security

     ORDINARY SHARES OF 25P  

10)  Date of transaction

     NOT STATED

11)  Date company informed

     15-SEP-00

12)  Total holding following this notification

     12,375,316
               
              
13)  Total percentage holding of issued class following this notification

     13.01%

14)  Any additional information



15)  Name of contact and telephone number for queries

     JONATHAN LATTER 020 7880 3408

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

     Date of Notification ... 15-SEP-00 ...