Transaction in Own Shares

JPMorgan Fleming Overseas IT PLC
04 February 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 Monday 2nd
February 2004 in the market it purchased for cancellation the following:



80,000 ordinary shares at 391 pence per share representing a total of 0.11% of
the ordinary shares in issue.



The number of shares repurchased under the current authority now totals 80,000.



The remaining shares in issue, following the above repurchases, is 70,852,065.







4th February 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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