Holding in Company

Fleming Overseas Inv Trust PLC
20 November 2001

                                 SCHEDULE 10

                  NOTIFICATION OF MAJOR INTERESTS IN SHARES


1)   Name of company

THE FLEMING OVERSEAS INVESTMENT TRUST plc

2)   Name of shareholder having a major interest

FLEMING MANAGED GROWTH PLC


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 MANAGED GROWTH PLC



 5)   Number of shares/amount of stock acquired

NOT STATED

6)   Percentage of issued class


NOT STATED

7)   Number of shares/amount of stock disposed

NOT STATED

8)   Percentage of issued class

NOT STATED

9)   Class of security

ORDINARY 25p SHARES


10)  Date of transaction

NOT STATED

11)  Date company informed

20th NOVEMBER  2001

12)  Total holding following this notification

3,900,000

13)  Total percentage holding of issued class following this notification

5.23 %



14)  Any additional information


15)  Name of contact and telephone number for queries

LINDA FIELD, 020 7742 3426

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

HELEN WALKER 0207-742-3453



17) Date of notification



20th NOVEMBER  2001