Director Shareholding

Fleming Overseas Inv Trust PLC
04 September 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:

    R A BARFIELD

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 A DIRECTOR

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

    JPM FLEMING INVESTMENT TRUST PENSION

5.  Please state whether notification relates to a person(s) connected
with the Director named in 2 above and identify the connected person(s):

    NOTIFICATION IN RESPECT OF A DIRECTOR

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 SHARES IN PENSION SCHEME

7.  Number of shares/amount of stock acquired:

    289

8.  Percentage of issued class:

    0.00%

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:

    479.85p

13. Date of transaction:

    22ND FEBRUARY 2002

14. Date company informed:
    
    4TH SEPTEMBER 2002

15. Total holding following this notification:

    1,253

16. Total percentage holding of issued class following this notification:

    0.00%

If the company has granted options to a director, please complete boxes 17 to 22
inclusive:

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 and 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:

    NOTIFICATION RECEIVED FROM PLAN MANAGER 4TH SEPTEMBER 2002

24. Name of contact and telephone number for queries:
         
    LINDA FIELD 0207-742-3426

25. Date of notification:

    4TH SEPTEMBER 2002




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