Transaction in Own Shares

JPMorgan Fleming Overseas IT PLC
07 May 2004


                          STOCK EXCHANGE ANNOUNCEMENT


                 JPMORGAN FLEMING OVERSEAS INVESTMENT TRUST PLC


                 REPURCHASE OF ORDINARY SHARES FOR CANCELLATION


JPMorgan Fleming Overseas Investment Trust plc announces that on Friday 7th May
2004 in the market it purchased for cancellation the following:

600,000 ordinary shares at 386.25 pence per share representing a total of 0.85%
of the ordinary shares in issue.

The number of shares repurchased under the current authority now totals 770,000.

The remaining shares in issue, following the above repurchases, is 70,162,065.


7th May 2004


For further information, please contact:

Philip Jones
For and on behalf of
J.P. Morgan Fleming Asset Management (UK) Limited - Secretary
020 7742 6000

Tom Harris
Dresdner Kleinwort Wasserstein - Stockbrokers to the Company
020 7475 6685

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