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Fleming Overseas Inv (JMO)

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Wednesday 28 November, 2001

Fleming Overseas Inv

Director Shareholding

Fleming Overseas Inv Trust PLC
28 November 2001


SCHEDULE 11

NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS


1.   Name of company:

THE FLEMING OVERSEAS INVESTMENT TRUST PLC

2.   Name of director:

MR R MOULD

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):


HENDERSON NOMINEES LTD DESIGNATION ISA


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


N/A

6.   Please state the nature of the transaction. For PEP transactions
     please indicate whether general/single co PEP and if discretionary/
     non-discretionary:

REINVESTMENT OF DIVIDEND

7.    Number of shares/amount of stock acquired:

40

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:

      528p

13.   Date of transaction:

27th  NOVEMBER 2001

14.   Date company informed:

      28th  NOVEMBER  2001n

15.   Total holding following this notification:

5,094

    
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:







24.    Name of contact and telephone number for queries:



LINDA FIELD  0207-742-3426



25.    Date of notification:


28th  NOVEMBER 2001