PRICE T ROWE INTERNATIONAL FUNDS INC
N-30D, 1998-12-03
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- --------------------------------------------------------------------------------
                                  T. Rowe Price
- --------------------------------------------------------------------------------
                                  Annual Report
                               Latin America Fund
- --------------------------------------------------------------------------------
                                October 31, 1998
- --------------------------------------------------------------------------------

REPORT HIGHLIGHTS
================================================================================

Latin America Fund

*    After  initially  resisting  the bear  market  tide that  swamped  emerging
     markets,  Latin American  stocks were pummeled  during the six months ended
     October 31.

*    Brazil and Mexico fended off attacks on their  currencies,  but at the cost
     of slower growth or recession.

*    The  fund's  returns  for the 6- and  12-month  periods  were  -34.90%  and
     -23.93%, respectively, better than those of the average Latin America fund.

*    About 86% of the fund's  holdings  are in Brazil,  Mexico,  and  Argentina,
     where we focused on companies with good growth prospects.

*    Although  regional growth is not likely to rebound for at least six months,
     favorable developments in Brazil could revive investor confidence.
<PAGE>

FELLOW SHAREHOLDERS

     Having survived a major  speculative  attack in October of last year, Latin
American  markets  were  subsequently   engulfed  by  another  emerging  markets
financial  crisis.  Stock  prices  were weak in May and June,  but the  steepest
sell-off occurred in August.  Despite some rebounds in the closing weeks of your
fund's fiscal year, the fund posted sharply  negative returns for the six and 12
months ended October 31.

================================================================================
Performance Comparison
- --------------------------------------------------------------------------------
Periods Ended 10/31/98                         6 Months          12 Months
Latin America Fund                              -34.90%            -23.93%

MSCI EMF Latin America Index                    -33.31             -28.00

Lipper Latin America
Funds Average                                   -37.72             -32.34
================================================================================

     The strong returns we showed in our  semiannual  report dated April 30 were
overwhelmed by the emerging markets collapse.  As you can see in the table, your
fund  held up better  than the  average  Latin  America  fund for both  periods.
Results  exceeded the  benchmark  MSCI Index for the 12-month  period due to our
overweighting  in  Argentina,  which  suffered  less  in the  downturn,  and our
underweighting in Chile,  which had one of the steepest overall losses among the
region's major  markets.  In addition,  performance  was aided by the relatively
favorable returns of some of our large holdings.  For the six-month period,  the
fund's  slightly  lower  return  versus  the  index   primarily   reflected  our
overweighting in Brazilian stocks, which plunged over 39%.

MARKET AND PORTFOLIO REVIEW

     The latest crisis was triggered by a Russian debt default in August,  which
unleashed  another wave of panic selling in emerging  markets  around the world.
BRAZIL suffered huge outflows of foreign  reserves in both August and September.
Yield spreads  between Brady bonds  (foreign debt often backed by U.S.  Treasury
securities) and U.S. Treasuries soared, and Latin American authorities forced up
interest  rates to defend  currencies.  Falling  commodity  prices  put  further
pressure  on  regional   trade   balances  and  increased   external   financing
requirements.  At one point, access to international capital markets was more or
less cut off for the region's governments and corporations.


<PAGE>

================================================================================
PREPARING FOR THE YEAR 2000
- --------------------------------------------------------------------------------

     The Year 2000 draws closer every day, and it holds special  meaning  beyond
the arrival of a new  millennium.  The issue for investors is that many computer
programs  throughout  the world use two digits  instead of four to identify  the
year and may assume the next century starts with 1900. If these programs are not
modified,  they will not be able to correctly handle the century change when the
year  changes  from "99" to "00" on January 1, 2000,  and they will no longer be
able to perform necessary  functions.  The Year 2000 issue affects all companies
and organizations.

     T. Rowe Price has been taking steps to assure that its computer systems and
processes  are  capable  of  functioning  in the Year 2000.  Detailed  plans for
remediation efforts have been developed and are currently being executed.

OUR PLAN OF ACTION

     We began to address these issues  several  years ago by requiring  that all
new  systems  process  and  store  four-digit  years.  We plan to  complete  all
reprogramming  efforts for the major  application  systems,  including  business
applications  required to service our  customers and  processing  infrastructure
necessary to ensure the integrity of customer data and investments,  by December
31, 1998, leaving a full 12 months for system testing.  Because we exchange data
electronically  with  customers and vendors,  we are working with them to assess
the  adequacy  of  their  own  compliance  efforts.  Our goal is to  ensure  the
continuation  of the same level of service to all our mutual  fund  shareholders
and clients after December 31, 1999.

     We are asking all vendors and companies we do business with for a Year 2000
compliance status, with the expectation that some organizations will not be able
to modify  their  interface  files prior to December  31,  1999.  Our goal is to
identify any noncompliant files so that we can implement alternative  solutions.
In addition,  we are  scheduling  tests for critical  vendors and companies that
claim Year 2000  compliance to ensure that  time-related  data and  calculations
function properly as we move into the next century.

SMOOTH TRANSITION PLANNED 

     We believe our programs and  initiatives  will provide a smooth  transition
into the next  millennium.  We are assessing all systems  providing  products or
services to our retail mutual fund shareholders,  retirement plan sponsors,  and
participants,  and we are taking  steps to modify them where  necessary  for the
Year 2000.  Our plan  provides time to develop  solutions  for all  noncompliant
systems and data files from customers or vendors.
<PAGE>

     The Securities Industry Association (SIA) is coordinating Year 2000 testing
to assure that securities  markets,  clearing  corporations,  depositories,  and
third  party  service  providers  can  send,  receive,  and  process  files  and
transactions  accurately.  In late July 1998,  the SIA  completed a beta test of
Year 2000 readiness. The test was considered successful in terms of transactions
completed  and will  serve as the basis for the  SIA's  industry-wide  approach.
During  October  1998,  T.  Rowe  Price  completed  its beta  test of Year  2000
readiness with the SIA and is ready for the industry-wide test that is scheduled
for March and April 1999.

     For a more  detailed  discussion  of our  Year  2000  effort,  as  well  as
continuing   updates   on   our   progress,    please   check   our   Web   site
(WWW.TROWEPRICE.COM).
================================================================================

     By the middle of September, a vicious circle of higher interest rates, loss
of confidence,  and  increasing  outflows  leading to yet higher  interest rates
threatened to spiral into a major market rout. At this juncture,  some stability
returned to the markets on news of potential  International  Monetary Fund (IMF)
assistance to Brazil.

================================================================================
MARKET PERFORMANCE
- --------------------------------------------------------------------------------
(In U.S. Dollar Terms)
Periods Ended 10/31/98                          6 Months         12 Months
- --------------------------------------------------------------------------------
Argentina                                        -19.82%            -8.82%
Brazil                                           -39.65            -29.63
Chile                                            -27.47            -37.74
Mexico                                           -30.85            -21.09
Peru                                             -39.88            -38.39
Venezuela                                        -44.34            -63.90
Source: FAME Information Services, Inc.; using MSCI indices.
================================================================================

     Brazil  remained our largest  commitment  in the fund at 39% of net assets;
its economic health is central to that of the region.  A glance at the Brazilian
government deficit gives an insight into damage caused by higher interest rates.
Because of increasing  financing  costs,  Brazilian  public sector debt has been
steadily rising,  from about 28% of GDP in 1995 to nearly 40%.  Although this is
still not high  compared  with many  European  economies,  in  conjunction  with
inflation-adjusted  interest rates of around 40% the damage is severe. Moreover,
the  government's  exposure to floating rate debt jumped to 60% of total debt by
August  from less than 20% in 1996,  dramatically  increasing  vulnerability  to
higher  interest  rates in the short term.  The message is clear:  real interest
rates at these levels are unsustainable.
<PAGE>

     Prior  to  elections  in  October,   President   Cardoso   provided  enough
information  about an  IMF-sponsored  package to keep the anxious markets at bay
while also  convincing the voting public that only he had sufficient  experience
and  skill  to  deal  with  the  financial  crisis.  At a time of  acute  market
uncertainty  and despite a rapidly slowing  economy,  rising  unemployment,  and
sky-high  interest  rates,  Cardoso  was  reelected.  Overall,  there  were only
marginal  changes to the political  landscape:  Cardoso's power base in Congress
and the Senate remained  basically intact,  although there was a slight shift to
the opposition in state elections.

     The long-awaited $23 billion Fiscal Stability Program was announced shortly
after the  elections.  Its key  assumption is an increase in the primary  budget
surplus (i.e., before interest payments) from 0% to 2.6% of GDP in 1999 and 3.0%
by 2001.  The package  consists of a  Three-Year  Action Plan and a  longer-term
Working  Agenda.  The  former is a series  of  spending  cuts and tax  increases
designed to cut the deficit  quickly,  while the latter  addresses key long-term
structural  reforms necessary to reduce the deficit on a sustainable  basis. The
reforms include cutting excessively  generous public pensions,  making the civil
service more flexible by defining criteria for laying off public employees,  and
simplifying the tax system.  Any fiscal package had to satisfy two requirements:
it had to be big and it had to be credible.  The  credibility  hurdle was raised
when  expenditure  cuts that  were  announced  back in  October  1997  failed to
materialize  before the elections.  This time,  markets will be skeptical  until
they see hard  evidence  that the  independent-minded  Congress  will pass tough
measures.  If  Congress  backtracks  on any  key  area of the  Fiscal  Stability
Program, the market reaction will be savage.

     Concurrent with the  announcement of the package was a clear assurance that
the current  exchange  rate policy - a 7% per year  sliding peg against the U.S.
dollar would remain unchanged.  Coming at a time of extreme market  nervousness,
any hint of a divergence  from this policy would have sent the foreign  exchange
markets into a tailspin.  Recently, the overvaluation of the real has been eased
by dollar  weakness  and low domestic  inflation.  Indeed,  if current  domestic
inflation trends were to continue, currency overvaluation would be eradicated in
an orderly manner within the next two or three years. We wholeheartedly  support
the government's determined efforts to avoid any talk of currency devaluation at
this stage.

     [Geographic  Diversification  pie chart showing:  Brazil, 39%; Mexico, 29%;
Argentina, 18%; Chile, 7%; Peru, 2%; Other and Reserves, 5%.]

     Multilateral   support  for  the  fiscal   package   will  be  critical  to
resurrecting  confidence.  The Group of Seven (G7) leading industrial  countries
has backed a  coordinated  approach to avoid the  financial  contagion  that has
devastated  emerging  markets over the past two years.  With banking exposure to
Latin America in excess of $60 billion,  the U.S. has strong vested interests in
the  region.  (This is quite  apart from  significant  regional  investments  by
companies  such as Ford  and GM.) The U.S.  Congress  has  paved  the way for an
expansion of the IMF's lendable  resources,  and in mid-November,  an assistance
package of approximately $40 billion was announced.
<PAGE>

     The weak link in the  overall  package  is, of  course,  its  impact on the
Brazilian  economy.  Even prior to the austerity  package,  the economy was very
weak, particularly in more cyclical areas such as consumer durables. October car
sales  fell to a  four-year  low.  Deflation  is now a  reality.  The Sao  Paulo
inflation  series that started in 1949 reached an all-time low for the 12 months
ending October: -0.2%. Deep recession is a real possibility as fiscal cuts start
to bite. Some analysts talk about a 5% economic contraction in the first quarter
of 1999,  and there is a palpable risk that fiscal  revenues could come in below
expectations,  jeopardizing the recovery  program.  In many ways the key test is
the  government's  will and  ability to stand by tough  fiscal cuts at a time of
recession and rising unemployment.

     Against this difficult economic backdrop,  we are positioning the portfolio
as defensively as possible.  TELEBRAS was privatized in July and will shortly be
split into 12 holding companies. New private sector management has the expertise
to unleash the company's huge long-term growth  potential.  Brazilian fixed line
penetration  is currently  only 10% (compared  with 20% in Argentina and Chile),
and we're looking for an explosion in cellular  demand,  even in a weak economy.
At the recent low, Telebras was valued at under three times operating cash flow,
and at the end of  October  it traded  at a 75%  discount  to the  privatization
price. PETROBRAS will remain a publicly controlled entity for the time being but
is well  positioned  to exploit the  country's  large oil  reserves.  We see oil
production  growing 15%  annually  for the next five years and expect to see the
formation of joint  ventures  between  international  companies and Petrobras to
help finance further exploration.

     The MEXICAN economy has held up surprisingly  well so far,  despite soaring
rates on three-month  government bills (35% in October), the weak peso (down 20%
year-to-date  against the U.S.  dollar),  and a fragile banking  sector.  August
industrial production,  retail sales, and construction activity all increased by
healthy amounts  year-over-year.  Indeed,  third quarter results came in quite a
bit better  than  expected.  It appears  that the Mexican  consumer  may be less
sensitive to interest rate hikes at this stage than anyone anticipated,  perhaps
because Congress is expected to approve further debt relief.

     Nevertheless,  we  look  for a  significant  slowdown  over  the  next  two
quarters.  The  banking  bailout has turned  into an ugly  political  brawl amid
allegations of widespread  corruption.  The banks remain mired in bad debts, and
loans to the private  sector are still  close to  post-peso-crisis  lows.  It is
tough to see the banks expanding  their loan  portfolios at this point.  Low oil
prices have forced the  government to keep fiscal  policy  extremely  tight;  we
expect a fiscal  deficit target of 1.8% of GDP in 1999.  Inflationary  pressures
are mounting, and against a backdrop of currency weakness and falling government
subsidies we see the CPI rising to around 17% this year. Finally,  the corporate
sector already has one nervous eye on presidential elections scheduled for 2000.
If recent  history is anything to go by,  economic  risks near the elections may
increase  sharply.  Some of the large  corporations  are already  talking  about
lowering their capital spending plans.
<PAGE>

     Once again,  we are  emphasizing  stocks with solid balance  sheets and low
cyclicality.  TELMEX has proven adept at dealing with long distance  competition
while at the same time  benefiting  from  rising  local  tariffs.  With a strong
balance sheet and significant  positive free cash flow, and supported by a share
repurchase  program,  Telmex  held  up  well  in  plunging  markets.  MODELO  is
continuing to enjoy phenomenal  success with its Corona brand of beer; its third
quarter export growth alone was over 50% year-on-year. With over $400 million of
cash on its  balance  sheet,  Modelo  has been an  obvious  beneficiary  of high
interest rates.

     ARGENTINA'S  Convertibility  Plan was rock solid  during the recent  market
meltdown.  Reserves held steady at  approximately  $26 billion while the banking
system's  total  deposits  actually  rose  during  the  August-September  market
declines.  The  government  has shown its  commitment  to fiscal  discipline  by
cutting 1998 budgeted expenditures by $1.3 billion to achieve the fiscal deficit
of 1% of GDP agreed upon with the IMF.  Moreover,  the government has skillfully
secured its  financing  needs until the first  quarter of 1999.  Sound  economic
policies  and the  government's  proactive  reaction  to the  crisis  have  been
rewarded by the capital markets - Argentina was the region's best performer over
the 12 months ended October 31. In the portfolio, we are favoring companies with
strong  financial  positions and relatively low  correlations  with the economy.
YPF, our biggest  holding in  Argentina  and the  country's  largest oil and gas
company,  will  benefit  from  the  interregional  connections  of  natural  gas
pipelines and will play an active role in the  deregulation  of Brazil's  energy
sector through its participation in joint ventures with Petrobras.

================================================================================
Industry Diversification
- --------------------------------------------------------------------------------
                                                  Percent of Net Assets
                                                10/31/97         10/31/98
- --------------------------------------------------------------------------------
Services                                           41.1%            41.3%
Energy                                             24.5             24.3
Consumer Goods                                     13.4             16.9
Finance                                             9.0              8.3
Materials                                           6.3              4.7
Multi-industry                                      2.4               --
All Other                                           0.3              0.2
Reserves                                            3.0              4.3
- --------------------------------------------------------------------------------
Total                                             100.0%           100.0%
================================================================================
<PAGE>

     A steep  drop in copper  prices to their  lowest  level this  decade  drove
CHILE'S June current account deficit to 7.7% of GDP. In response, the government
raised interest rates, eased restrictions on capital inflows,  and increased the
currency  trading band. On the political  front,  Spain's  attempts to extradite
Pinochet  have reopened  deep rifts within  Chilean  society that go to the very
heart of the nation's return to democracy.  We do not believe Chile's  democracy
is threatened, regardless of the outcome of this issue, but the situation clouds
an already murky environment and we expect continuing  uncertainty in the coming
months. We believe the contribution from CHILECTRA'S  investments in other Latin
American  countries and its relatively low sensitivity to a slowing economy will
allow this  electricity  distribution  company to post decent earnings growth in
spite of our  outlook  for  moderate  economic  activity  in  Chile.  We  remain
significantly underweighted in Chile.

     The fund's  combined  exposure to the smaller markets of PERU and VENEZUELA
remains  low (2.8%  versus the index  weighting  of 6.7%).  Quite apart from the
volatile external  environment,  the Peruvian economy has not yet recovered from
the aftereffects of El Nino: the important  fishing industry remains  depressed,
and the mining  sector,  already facing falling  commodity  prices,  was hurt by
heavy rains.

     The outlook in  Venezuela  is highly  uncertain.  The  leftist  Hugo Chavez
continues to lead the polls in the runup to the December presidential elections.
In  the  past,  he  has  touted  some  market-unfriendly   policies,   including
nationalization of recently privatized industries.  Investors are understandably
nervous.  The fall in oil prices has damaged the country's  fiscal balance,  and
the  economy  is mired  in  recession.  With  inflation  still  over 30% and the
currency strongly overvalued, devaluation seems the likely scenario.

     Finally,  we continue to have a zero  exposure to  COLOMBIA.  Twin  current
account and fiscal deficits together with a weak currency have prevented us from
reexamining this position for the time being.

OUTLOOK

     As is often  the  case,  the  upside  to the  financial  crisis  has been a
reinvigorated  appetite for structural reform. Only under current extreme market
distress  could  the  Brazilian  Congress  be forced to  support  the  unpopular
constitutional  changes  (represented by the Fiscal Stability Program) necessary
to rein in public  expenditure.  Two  crucial  social  security  votes have been
passed so far, which will help to reduce  unsustainably  generous  public sector
pensions. As a result, pressure on the currency has eased, at least for the time
being.
<PAGE>

     In an environment of high interest rates, an acute shortage of capital, and
low commodity prices, a regional economic slowdown seems inevitable. With Brazil
slipping into recession,  some analysts are now forecasting  zero growth for the
whole region in 1999.  Clearly,  growth will not be a stock market driver for at
least the next half year or so.

     A  regional  stock  market  recovery  will  require an  emphatic  return of
confidence following the IMF-backed Brazilian fiscal package, and this, in turn,
must lead to lower interest rates and renewed  access to  international  capital
markets.  If this comes  about,  investors  may once again focus on the region's
positive  attributes:  exciting  long-term growth  potential,  relatively robust
private-sector   banking  systems,  a  well-structured   privatization  process,
high-quality corporate management, and very cheap stock valuations.

Respectfully submitted,

/s/

Martin G. Wade
President
November 20, 1998

<PAGE>

T. Rowe Price Latin America Fund 
- --------------------------------------------------------------------------------

================================================================================
TWENTY-FIVE LARGEST HOLDINGS
- --------------------------------------------------------------------------------
                                                                      Percent of
                                                                      Net Assets
                                                                        10/31/98

Telebras, Brazil ....................................................      13.8%
Telefonos de Mexico (Telmex), Mexico ................................      10.1
YPF Sociedad Anonima, Argentina .....................................       7.5
Petrol Brasileiros (Petrobras), Brazil ..............................       3.9
Telefonica de Argentina, Argentina ..................................       3.2
- --------------------------------------------------------------------------------
Grupo Modelo, Mexico ................................................       3.1
Pao de Acucar, Brazil ...............................................       3.1
Femsa, Mexico .......................................................       3.0
Chilectra, Chile ....................................................       2.8
Banco Itau, Brazil ..................................................       2.8
- --------------------------------------------------------------------------------
Cemex, Mexico .......................................................       2.8
Perez Companc, Argentina ............................................       2.7
Cia Energetica Minas Gerais, Brazil .................................       2.5
Telecom Argentina Stet, Argentina ...................................       2.2
Companhia Vale do Rio Doce, Brazil ..................................       2.0
- --------------------------------------------------------------------------------
Eletrobras, Brazil ..................................................       2.0
Unibanco, Brazil ....................................................       1.9
Panamerican Beverages, Mexico .......................................       1.9
Grupo Industrial Maseca, Mexico .....................................       1.8
Coca-Cola Femsa, Mexico .............................................       1.8
- --------------------------------------------------------------------------------
Electricidade de Rio de Janeiro, Brazil .............................       1.7
Kimberly-Clark de Mexico, Mexico ....................................       1.7
Brahma, Brazil ......................................................       1.6
Compania Anonima Nacional Telefonos de Venezuela, Venezuela .........       1.3
Banco Frances del Rio, Argentina ....................................       1.3
- --------------------------------------------------------------------------------
Total ...............................................................      82.5%
================================================================================
<PAGE>

T. Rowe Price Latin America Fund 
- --------------------------------------------------------------------------------

================================================================================
Performance Comparison 
- --------------------------------------------------------------------------------
 
     This chart shows the value of a hypothetical $10,000 investment in the fund
over the past 10 fiscal  year  periods or since  inception  (for  funds  lacking
10-year  records).  The result is compared with a broad-based  average or index.
The index return does not reflect  expenses,  which have been  deducted from the
fund's return.

[Latin America Fund SEC graph ahown here]

================================================================================
Average Annual Compound Total Return 
- --------------------------------------------------------------------------------

     This table shows how the fund would have  performed each year if its actual
(or  cumulative)  returns  for the  periods  shown had been earned at a constant
rate.

================================================================================
                                                                Since  Inception
Periods Ended 10/31/98             1 Year      3 Years      Inception       Date
Latin America Fund                -23.93%        4.90%         -5.79%   12/29/93

     Investment  return and principal value represent past  performance and will
vary. Shares may be worth more or less at redemption than at original purchase.
================================================================================



<PAGE>

<TABLE>

T. Rowe Price Latin America Fund 
- ------------------------------------------------------------------------------------------------------------------------------------

                                           For a share outstanding throughout each period
====================================================================================================================================
Financial Highlights 
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>

                                                     Year                                                                12/29/93
                                                    Ended                                                                 Through
                                                 10/31/98          10/31/97          10/31/96          10/31/95          10/31/94
<S>                                                   <C>               <C>               <C>               <C>               <C>
NET ASSET VALUE
Beginning of period .....................     $      9.60       $      8.14       $      6.49       $     10.32       $     10.00
Investment activities
        Net investment income ...........            0.16              0.13              0.10              0.05             (0.03)
        Net realized and
        unrealized gain (loss) ..........           (2.45)             1.44              1.60             (3.92)             0.29
        Total from
        investment activities ...........           (2.29)             1.57              1.70             (3.87)             0.26
Distributions
        Net investment income ...........           (0.12)            (0.11)            (0.06)                -                 -
        Net realized gain ...............               -             (0.03)                -                 -                 -
        Total distributions .............           (0.12)            (0.14)            (0.06)                -                 -
        Redemption fees added
        to paid-in-capital ..............            0.03              0.03              0.01              0.04              0.06
NET ASSET VALUE
End of period ...........................     $      7.22       $      9.60       $      8.14       $      6.49       $     10.32
Ratios/Supplemental Data
Total return^ ...........................          (23.93)%           19.94%            26.52%           (37.11)%            3.20%
Ratio of expenses to
average net assets ......................            1.53%             1.47%             1.66%             1.82%             1.99%+
Ratio of net investment
income to average
net assets ..............................            1.35%             1.30%             1.29%             0.76%            (0.35)%+
Portfolio turnover rate .................            19.0%             32.7%             22.0%             18.9%             12.2%+
Net assets, end of period
(in thousands) ..........................     $   204,761       $   398,066       $   213,691       $   148,600       $   198,435
<FN>
^    Total return  reflects the rate that an investor  would have earned on an investment  in the fund during each period,  assuming
     reinvestment of all distributions and payment of no redemption or account fees.
+    Annualized.
</FN>
</TABLE>

The accompanying notes are an integral part of these financial statements.  

<PAGE>

T. Rowe Price Latin America Fund 
- --------------------------------------------------------------------------------
                                                                October 31, 1998

================================================================================
Portfolio of Investments 
                                                          Shares/Par      Value 
- --------------------------------------------------------------------------------
                                                                    In thousands

ARGENTINA  17.9%
Common Stocks  17.9%
Banco Frances del Rio ADR (USD) ........................     123,268   $   2,573
Banco Rio de la Plata (Class B) ADR (USD) ..............     223,970       2,016
Perez Companc (Class B) ................................   1,121,789       5,544
Telecom Argentina Stet (Class B) ADR (USD) .............     137,970       4,450
Telefonica de Argentina (Class B) ADR (USD) ............     201,117       6,649
YPF Sociedad Anonima (Class D) ADR (USD) ...............     533,538      15,439
Total Argentina (Cost $41,716) .........................                  36,671

BRAZIL  38.8%
Common Stocks  10.9%
Centrais Geradoras do Sul do Brasil * ..............     210,567,630         215
Companhia Vale do Rio Doce ADR (USD) ...............         273,000       4,163
Electricidade de Rio de Janeiro * ..................  10,846,893,000       3,546
Eletrobras .........................................     191,303,630       4,138
Pao de Acucar GDS (USD) ............................         394,957       6,369
Unibanco GDR (USD) .................................         224,900       3,936
                                                                          22,367

Preferred Stocks  27.9%
Banco Bradesco ........................................  398,031,509       2,269
Banco Itau ............................................   11,766,000       5,721
Banco Nacional * ......................................   53,568,000           0
Brahma ................................................    6,877,482       3,229
Cia Energetica Minas Gerais ...........................  264,393,141       5,142
Petrol Brasileiros ....................................   63,376,711       7,969
Telebras ADR (USD) * ..................................      373,451      28,359
Telecomunicacoes de Minas Gerais (Class B) ............    5,965,000         184
Telecomunicacoes de Sao Paulo Celular (Class B) * .....   48,094,367       2,379
Telecomunicacoes do Rio de Janeiro ....................    9,058,272         283
Telecomunicacoes do Rio de Janeiro Celular (Class B) *    52,567,272       1,630
                                                                          57,165
Total Brazil (Cost $126,312) ..........................                   79,532
<PAGE>

CHILE  6.9%
Common Stocks  6.9%
Chilectra ADR (144a) (USD) .................................   296,494     5,745
Compania Cervecerias Unidas ADS (USD) ......................   105,916   $ 1,906
Compania de Telecomunicaciones de Chile (Class A) ADR (USD)    101,010     2,216
Embotelladora Andina (Class A) ADR (USD) ...................   161,709     2,153
Enersis ADS (USD) ..........................................    95,818     2,000
Santa Isabel ADR (USD) .....................................     9,305        54
Total Chile (Cost $18,812) .................................              14,074

MEXICO  29.3%
Common Stocks  29.3%
Cemex (Class B)............................................... 1,273,746   3,541
Cemex, Participating Certificates (Represents 1 Class A share).   42,082     100
Cemex ADS (Represents 2 Participating Certificates)
          (144a) (USD).........................................  432,575   2,001
Cifra (Class V) ADR (USD) *....................................  129,293   1,753
Coca-Cola Femsa (Class L) ADR (USD)............................  218,300   3,602
Control Commercial Mexicana, Units
          (Each unit consists of 3
          Class B shares and 1 Class C share)..................  659,570     416
Femsa UBD
          (Represents 1 Class B, 2 Series D (Class B) and
          Series D (Class L) shares) *........................ 2,411,910   6,216
Gruma (Class B)...............................................   129,625     308
Grupo Elektra, Participating Certificates
          (Represents 1 Class L share and 2 Class B shares)... 4,480,390   1,981
Grupo Industrial Maseca (Class B)............................. 4,477,605   3,632
Grupo Modelo (Class C)........................................ 3,059,880   6,448
Kimberly-Clark de Mexico (Class A)............................ 1,209,941   3,507
Panamerican Beverages (Class A) (USD).........................   192,978   3,908
Telefonos de Mexico (Class L) ADR (USD).......................   390,888  20,644
TV Azteca ADR (USD)...........................................   232,100   2,031
Total Mexico (Cost $73,131)...................................            60,088

PERU  1.5%
Common Stocks  1.5%
Credicorp (USD) ........................................      75,790         511
Telefonica del Peru (Class B) ADR (USD) ................     196,208       2,551
Total Peru (Cost $5,628) ...............................                   3,062

VENEZUELA  1.3%
Common Stocks  1.3%
Compania Anonima Nacional Telefonos de Venezuela
                 (Class D) ADR (USD) ...................     167,858     $ 2,602
Total Venezuela (Cost $5,883) ..........................                   2,602
<PAGE>

SHORT-TERM INVESTMENTS  3.6%
Money Market Funds  3.6%
Reserve Investment Fund, 5.41%# ........................   7,369,590       7,370
Total Short-Term Investments (Cost $7,370) .............                   7,370

Total Investments in Securities
99.3% of Net Assets (Cost $278,852) ....................               $ 203,399

Other Assets Less Liabilities ..........................                   1,362

NET ASSETS .............................................               $ 204,761

*      Non-income producing
#      Seven-day yield
144a   Security was purchased  pursuant to Rule 144a under the Securities Act of
       1933 and may not be  resold  subject  to that rule  except  to  qualified
       institutional  buyers - total of such  securities at year-end  amounts to
       3.8% of net assets.
ADR    American depository receipt
ADS    American depository share
GDR    Global depository receipt
GDS    Global depository share
USD    U.S. dollar

The accompanying notes are an integral part of these financial statements.  



<PAGE>

T. Rowe Price Latin America Fund 
- --------------------------------------------------------------------------------
                                                                October 31, 1998

================================================================================
Statement of Assets and Liabilities 
- --------------------------------------------------------------------------------
In thousands 

Assets
Investments in securities, at value (cost $278,852) .............     $ 203,399
Securities lending collateral pool ..............................        42,000
Other assets ....................................................         2,379
Total assets ....................................................       247,778

Liabilities
Securities lending collateral ...................................        42,000
Other liabilities ...............................................         1,017
Total liabilities ...............................................        43,017

NET ASSETS ......................................................     $ 204,761

Net Assets Consist of:
Accumulated net investment income - net of distributions ........     $   3,698
Accumulated net realized gain/loss - net of distributions .......       (14,499)
Net unrealized gain (loss) ......................................       (75,484)
Paid-in-capital applicable to 28,354,120 shares of
$0.01 par value capital stock outstanding;
2,000,000,000 shares of the Corporation authorized ..............       291,046

NET ASSETS ......................................................     $ 204,761

NET ASSET VALUE PER SHARE .......................................     $    7.22

The accompanying notes are an integral part of these financial statements.  

<PAGE>

T. Rowe Price Latin America Fund 
- --------------------------------------------------------------------------------

================================================================================
Statement of Operations 
- --------------------------------------------------------------------------------
In thousands 

                                                                            Year
                                                                           Ended
                                                                        10/31/98
Investment Income
Income
        Dividend (net of foreign taxes of $ 691) ..............        $  8,818
        Interest ..............................................             652
        Total income ..........................................           9,470
Expenses
        Investment management .................................           3,530
        Shareholder servicing .................................           1,046
        Custody and accounting ................................             230
        Prospectus and shareholder reports ....................              94
        Registration ..........................................              76
        Legal and audit .......................................              23
        Directors .............................................               6
        Miscellaneous .........................................              18
        Total expenses ........................................           5,023
Net investment income .........................................           4,447

Realized and Unrealized Gain (Loss)
Net realized gain (loss)
        Securities ............................................          11,837
        Foreign currency transactions .........................            (425)
        Net realized gain (loss) ..............................          11,412
Change in net unrealized gain or loss
        Securities ............................................         (80,052)
        Other assets and liabilities
        denominated in foreign currencies .....................             (20)
        Change in net unrealized gain or loss .................         (80,072)
Net realized and unrealized gain (loss) .......................         (68,660)

INCREASE (DECREASE) IN NET
ASSETS FROM OPERATIONS ........................................        $(64,213)

The accompanying notes are an integral part of these financial statements.  

<PAGE>

<TABLE>

T. Rowe Price Latin America Fund 
- ------------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================
Statement of Changes in Net Assets 
- ------------------------------------------------------------------------------------------------------------------------------------
In thousands 
<CAPTION>
                                                                                                        Year
                                                                                                       Ended
                                                                                                    10/31/98               10/31/97
<S>                                                                                                      <C>                    <C>
Increase (Decrease) in Net Assets
Operations
        Net investment income ........................................................             $   4,447              $   4,843
        Net realized gain (loss) .....................................................                11,412                 19,195
        Change in net unrealized gain or loss ........................................               (80,072)                 3,795
        Increase (decrease) in net assets from operations ............................               (64,213)                27,833
Distributions to shareholders
        Net investment income ........................................................                (4,783)                (2,762)
        Net realized gain ............................................................                  --                     (753)
        Decrease in net assets from distributions ....................................                (4,783)                (3,515)
Capital share transactions *
        Shares sold ..................................................................                93,003                341,722
        Distributions reinvested .....................................................                 4,554                  3,342
        Shares redeemed ..............................................................              (222,813)              (186,039)
        Redemption fees received .....................................................                   947                  1,032
        Increase (decrease) in net assets from capital
        share transactions ...........................................................              (124,309)               160,057

Net Assets
Increase (decrease) during period ....................................................              (193,305)               184,375
Beginning of period ..................................................................               398,066                213,691

End of period ........................................................................             $ 204,761              $ 398,066

*Share information
        Shares sold ..................................................................                10,587                 32,418
        Distributions reinvested .....................................................                   434                    406
        Shares redeemed ..............................................................               (24,125)               (17,619)
        Increase (decrease) in shares outstanding ....................................               (13,104)                15,205
</TABLE>

The accompanying notes are an integral part of these financial statements.  

<PAGE>

T. Rowe Price Latin America Fund
- --------------------------------------------------------------------------------
                                                                October 31, 1998

================================================================================
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

     T. Rowe Price  International  Funds,  Inc. (the  corporation) is registered
under the  Investment  Company Act of 1940. The Latin America Fund (the fund), a
nondiversified, open-end management investment company, is one of the portfolios
established by the corporation and commenced operations on December 29, 1993.

     The  accompanying  financial  statements  are prepared in  accordance  with
generally  accepted  accounting  principles for the investment company industry;
these principles may require the use of estimates by fund management.

     VALUATION  Equity  securities  are valued at the last quoted sales price at
the time the  valuations  are made. A security which is listed or traded on more
than one exchange is valued at the  quotation on the exchange  determined  to be
the primary market for such security.

     Debt securities are generally traded in the over-the-counter market and are
valued at a price  deemed  best to reflect  fair value as quoted by dealers  who
make markets in these securities or by independent pricing service.

     Investments  in mutual  funds are valued at the closing net asset value per
share of the mutual fund on the day of valuation.

     For purposes of determining the fund's net asset value per share,  the U.S.
dollar  value of all  assets  and  liabilities  initially  expressed  in foreign
currencies  is  determined by using the mean of the bid and offer prices of such
currencies against U.S. dollars quoted by a major bank.

     Assets  and  liabilities  for  which  the above  valuation  procedures  are
inappropriate  or are deemed not to reflect  fair value are stated at fair value
as determined in good faith by or under the  supervision  of the officers of the
fund, as authorized by the Board of Directors.

     CURRENCY  TRANSLATION  Assets  and  liabilities  are  translated  into U.S.
dollars at the  prevailing  exchange  rate at the end of the  reporting  period.
Purchases and sales of securities  and income and expenses are  translated  into
U.S. dollars at the prevailing  exchange rate on the dates of such transactions.
The effect of  changes in foreign  exchange  rates on  realized  and  unrealized
security gains and losses is reflected as a component of such gains and losses.
<PAGE>

     OTHER Income and expenses  are  recorded on the accrual  basis.  Investment
transactions are accounted for on the trade date.  Realized gains and losses are
reported on the identified  cost basis.  Dividend  income and  distributions  to
shareholders  are  recorded  by the fund on the  ex-dividend  date.  Income  and
capital gain  distributions are determined in accordance with federal income tax
regulations  and may differ from those  determined in accordance  with generally
accepted accounting principles.

Note 2 - Investment Transactions

     Consistent with its investment objective, the fund engages in the following
practices  to manage  exposure  to  certain  risks or enhance  performance.  The
investment  objective,  policies,  program,  and  risk  factors  of the fund are
described  more fully in the  fund's  prospectus  and  Statement  of  Additional
Information.

     EMERGING  MARKETS  At  October  31,  1998,  the fund  held  investments  in
securities  of  companies  located  in  emerging  markets.  Future  economic  or
political  developments  could adversely affect the liquidity or value, or both,
of such securities.

     SECURITIES  LENDING The fund lends its  securities  to approved  brokers to
earn  additional  income  and  receives  cash and U.S.  Treasury  securities  as
collateral  against the loans.  Cash collateral  received is invested in a money
market pooled account by the fund's lending agent. Collateral is maintained over
the life of the loan in an  amount  not less  than  100% of the  value of loaned
securities.  Although  risk is  mitigated  by the  collateral,  the  fund  could
experience a delay in recovering its securities and a possible loss of income or
value if the borrower  fails to return them.  At October 31, 1998,  the value of
loaned securities was $42,000,000; aggregate collateral consisted of $42,000,000
in the securities lending collateral pool.

     OTHER  Purchases and sales of portfolio  securities,  other than short-term
securities, aggregated $60,045,000 and $181,691,000,  respectively, for the year
ended October 31, 1998.

Note 3 - Federal Income Taxes

     No provision for federal income taxes is required since the fund intends to
continue to qualify as a regulated  investment company and distribute all of its
taxable income.  The fund has unused  realized  capital loss  carryforwards  for
federal  income  tax  purposes  of  $14,499,000,  all of which  expires in 2004.
Capital loss  carryforwards  utilized in 1998 amounted to $11,837,000.  The fund
intends  to  retain  gains  realized  in  future  periods  that may be offset by
available capital loss carryforwards.
<PAGE>

     In order for the fund's capital accounts and  distributions to shareholders
to  reflect  the  tax   character  of  certain   transactions,   the   following
reclassifications  were made during the year ended October 31, 1998. The results
of operations and net assets were not affected by the  increases/(decreases)  to
these accounts.

- --------------------------------------------------------------------------------
Undistributed net investment income                                  $(414,000)
Undistributed net realized gain                                        424,000
Paid-in-capital                                                        (10,000)

     At  October  31,  1998,  the cost of  investments  for  federal  income tax
purposes  was  substantially  the same as for  financial  reporting  and totaled
$278,852,000. Net unrealized loss aggregated $75,453,000 at period end, of which
$2,108,000  related to appreciated  investments  and  $77,561,000 to depreciated
investments.

Note 4 - Related Party Transactions

     The  fund  is  managed  by  Rowe  Price-Fleming  International,  Inc.  (the
manager),  which is owned by T. Rowe Price Associates,  Inc. (Price Associates),
Robert Fleming  Holdings  Limited,  and Jardine Fleming Holdings Limited under a
joint venture agreement.

     The  investment  management  agreement  between  the fund  and the  manager
provides for an annual investment  management fee, of which $173,000 was payable
at October 31, 1998. The fee is computed daily and paid monthly, and consists of
an  individual  fund fee equal to 0.75% of average  daily net assets and a group
fee.  The group fee is based on the  combined  assets of  certain  mutual  funds
sponsored by the manager or Price  Associates  (the  group).  The group fee rate
ranges  from  0.48% for the first $1  billion  of assets to 0.30% for  assets in
excess of $80 billion.  At October 31, 1998,  and for the year ended then ended,
the effective annual group fee rate was 0.32%. The fund pays a pro-rata share of
the group fee based on the ratio of its net assets to those of the group.

     In addition, the fund has entered into agreements with Price Associates and
two wholly owned  subsidiaries of Price  Associates,  pursuant to which the fund
receives certain other services. Price Associates computes the daily share price
and maintains the financial  records of the fund. T. Rowe Price  Services,  Inc.
(TRPS) is the  fund's  transfer  and  dividend  disbursing  agent  and  provides
shareholder and  administrative  services to the fund. T. Rowe Price  Retirement
Plan Services,  Inc.,  provides  subaccounting  and  recordkeeping  services for
certain  retirement  accounts  invested in the fund. The fund incurred  expenses
pursuant to these related party agreements totaling  approximately  $948,000 for
the year ended October 31, 1998, of which $93,000 was payable at period-end.
<PAGE>

     Additionally,  the fund is one of  several T. Rowe  Price-sponsored  mutual
funds  (underlying  funds) in which the T. Rowe Price Spectrum Funds  (Spectrum)
may invest.  Spectrum does not invest in the underlying funds for the purpose of
exercising  management  or control.  Expenses  associated  with the operation of
Spectrum are borne by each underlying fund to the extent of estimated savings to
it and in proportion to the average daily value of its shares owned by Spectrum,
pursuant  to  special  servicing  agreements  between  and among  Spectrum,  the
underlying  funds,  T. Rowe Price,  and,  in the case of T. Rowe Price  Spectrum
International,  Rowe Price-Fleming  International.  Spectrum  International Fund
held  approximately  0.8% of the outstanding shares of the Latin America Fund at
October 31, 1998. For the year ended then ended,  the fund was allocated  $5,000
of Spectrum expenses, $2,000 of which was payable at period-end.

     The fund may invest in the Reserve  Investment Fund and Government  Reserve
Investment  Fund   (collectively,   the  Reserve  Funds),   open-end  management
investment  companies managed by T. Rowe Price Associates,  Inc. The Reserve and
Government  Reserve Funds are offered as cash management  options only to mutual
funds and other accounts managed by T. Rowe Price and its affiliates and are not
available to the public.  The Reserve Funds pay no investment  management  fees.
Distributions  from the Reserve Funds to the fund for the year ended October 31,
1998,  totaled $507,000 and are reflected as interest income in the accompanying
Statement of Operations.

     During the year ended October 31, 1998, the fund, in the ordinary course of
business,  placed security purchase and sale orders aggregating $94,862,000 with
certain  affiliates  of the manager  and paid  commissions  of $282,000  related
thereto.

<PAGE>

T. Rowe Price Latin America Fund
- --------------------------------------------------------------------------------

================================================================================
REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------

TO THE BOARD OF DIRECTORS OF T. ROWE PRICE INTERNATIONAL FUNDS, INC. AND
SHAREHOLDERS OF LATIN AMERICA FUND

     In our  opinion,  the  accompanying  statement  of assets and  liabilities,
including the portfolio of investments, and the related statements of operations
and of changes in net assets and the financial highlights present fairly, in all
material  respects,  the  financial  position of Latin  America Fund (one of the
portfolios  constituting  T. Rowe Price  International  Funds,  Inc.,  hereafter
referred  to as the  "Fund")  at  October  31,  1998,  and  the  results  of its
operations,  the changes in its net assets and the financial highlights for each
of  the  fiscal  periods  presented,   in  conformity  with  generally  accepted
accounting  principles.  These  financial  statements  and financial  highlights
(hereafter referred to as "financial  statements") are the responsibility of the
Fund's  management;  our  responsibility  is to  express  an  opinion  on  these
financial  statements  based on our  audits.  We  conducted  our audits of these
financial  statements in accordance with generally  accepted auditing  standards
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.  We believe that our audits,  which included
confirmation  of  securities  at October  31,  1998 by  correspondence  with the
custodian, provide a reasonable basis for the opinion expressed above.


PricewaterhouseCoopers LLP
Baltimore, Maryland
November 18, 1998

<PAGE>

T. Rowe Price Latin America Fund
- --------------------------------------------------------------------------------

================================================================================
TAX INFORMATION (UNAUDITED) FOR THE TAX YEAR ENDED 10/31/98
- --------------------------------------------------------------------------------

     We are providing this information as required by the Internal Revenue Code.
The amounts  shown may differ  from those  elsewhere  in this report  because of
differences between tax and financial reporting requirements.

     The fund will pass through  foreign source income of $4,609,000 and foreign
taxes paid of $691,000.
================================================================================

<PAGE>

T. Rowe Price Shareholder Services
- --------------------------------------------------------------------------------

INVESTMENT SERVICES AND INFORMATION

     KNOWLEDGEABLE SERVICE REPRESENTATIVES

     BY PHONE 1-800-225-5132 Available Monday through Friday from
     8 a.m. to 10 p.m. ET and weekends from 8:30 a.m. to 5 p.m. ET.

     IN PERSON Available in T. Rowe Price Investor Centers.

     Account Services
     
     CHECKING Available on most fixed income funds ($500 minimum).

     AUTOMATIC INVESTING From your bank account or paycheck.

     AUTOMATIC WITHDRAWAL Scheduled, automatic redemptions.

     DISTRIBUTION OPTIONS Reinvest all, some, or none of your
     distributions.

     AUTOMATED 24-HOUR SERVICES Including Tele*Access [Registration Mark] and 
     the T. Rowe Price Web site on the Internet. Address: www.troweprice.com

     DISCOUNT BROKERAGE*

     INDIVIDUAL INVESTMENTS Stocks, bonds, options, precious metals,
     and other securities at a savings over regular commission rates.

     INVESTMENT INFORMATION

     COMBINED STATEMENT Overview of all your accounts with T. Rowe Price.

     SHAREHOLDER REPORTS Fund managers' reviews of their strategies and results.

     T. ROWE PRICE REPORT Quarterly investment newsletter discussing
     markets and financial strategies.

     PERFORMANCE UPDATE Quarterly review of all T. Rowe Price fund results.

     INSIGHTS Educational reports on investment strategies and 
     financial markets.

     INVESTMENT GUIDES Asset Mix Worksheet, College Planning Kit, Diversifying 
     Overseas: A Guide to International Investing, Personal Strategy Planner, 
     Retirees Financial Guide, and Retirement Planning Kit.

*A division of T. Rowe Price Investment Services, Inc. Member NASD/SIPC.

<PAGE>

T. Rowe Price Mutual Funds
- --------------------------------------------------------------------------------

STOCK FUNDS
- --------------------------------------------------------------------------------
DOMESTIC
Blue Chip Growth
Capital Appreciation
Capital Opportunity
Diversified Small-Cap Growth
Dividend Growth
Equity Income
Equity Index 500*  
Extended  Equity  Market Index  
Financial  Services  
Growth & Income 
Growth Stock 
Health  Sciences 
Media &  Telecommunications  
Mid-Cap Growth
Mid-Cap Value 
New America  Growth 
New Era 
New  Horizons**  
Real Estate 
Science & Technology  
Small-Cap  Stock 
Small-Cap Value 
Spectrum Growth 
Total Equity Market Index 
Value  

INTERNATIONAL/GLOBAL  
Emerging  Markets Stock 
European Stock 
Global Stock 
International  Discovery  
International Stock 
Japan 
Latin America 
New Asia
Spectrum  International  
<PAGE>

BOND FUNDS 
- --------------------------------------------------------------------------------
DOMESTIC TAXABLE  
Corporate Income 
GNMA 
High Yield 
New Income  
Short-Term  Bond 
Short-Term  U.S.  Government  
Spectrum Income
Summit GNMA 
Summit  Limited-Term Bond 
U.S.  Treasury  Intermediate 
U.S. Treasury Long-Term  

DOMESTIC  TAX-FREE  
California  Tax-Free  Bond  
Florida  Intermediate Tax-Free***  
Georgia  Tax-Free Bond 
Maryland  Short-Term  Tax-Free Bond 
Maryland Tax-Free Bond 
New Jersey  Tax-Free Bond 
New York Tax-Free Bond 
Summit  Municipal Income  
Summit  Municipal  Intermediate  
Tax-Free  High  Yield  
Tax-Free  Income
Tax-Free  Intermediate  Bond+  
Tax-Free  Short-Intermediate  
Virginia  Short-Term Tax-Free Bond 
Virginia Tax-Free Bond

INTERNATIONAL/GLOBAL  
Emerging Markets Bond 
Global Bond++ 
International Bond 

MONEY MARKET FUNDS+++
- --------------------------------------------------------------------------------
TAXABLE 
Prime Reserve  
Summit Cash  Reserves 
U.S.  Treasury  Money

TAX-FREE  
California  Tax-Free  Money 
New York Tax-Free  Money 
Summit  Municipal Money Market  
Tax-Exempt  Money 
<PAGE>

BLENDED ASSET FUNDS 
- --------------------------------------------------------------------------------
Balanced  
Personal  Strategy Balanced  
Personal  Strategy  Growth  
Personal  Strategy  Income   
Tax-Efficient Balanced 

T. ROWE PRICE NO-LOAD VARIABLE ANNUITY 
- --------------------------------------------------------------------------------
Equity Income Portfolio
International Stock Portfolio
Limited-Term Bond Portfolio
Mid-Cap Growth Portfolio
New America Growth Portfolio
Personal Strategy Balanced Portfolio
Prime Reserve Portfolio

*      Formerly named Equity Index.
**     Closed to new investors.
***    Formerly named Florida Insured Intermediate Tax-Free.
+      Formerly named Tax-Free Insured Intermediate Bond.
++     Formerly named Global Government Bond.
+++    Neither the funds nor their share prices are insured or guaranteed by the
       U.S. government.

Please call for a prospectus. Read it carefully before investing.

     The T. Rowe Price No-Load  Variable  Annuity [#V6021] is issued by SECURITY
BENEFIT LIFE INSURANCE COMPANY.  In New York, it  [#FSB201(11-96)]  is issued by
FIRST SECURITY BENEFIT LIFE INSURANCE COMPANY of New York, White Plains,  NY. T.
Rowe Price  refers to the  underlying  portfolios'  investment  managers and the
distributors,  T. Rowe Price Investment Services,  Inc.; T. Rowe Price Insurance
Agency,  Inc.; and T. Rowe Price  Insurance  Agency of Texas,  Inc. The Security
Benefit Group of Companies and the T. Rowe Price  companies are not  affiliated.
The  variable  annuity may not be  available  in all states.  The  contract  has
limitations.  Call a  representative  for  costs  and  complete  details  of the
coverage.

<PAGE>

FOR YIELD, PRICE, LAST TRANSACTION, 
CURRENT BALANCE, OR TO CONDUCT 
TRANSACTIONS, 24 HOURS, 7 DAYS 
A WEEK, CALL TELE*ACCESS [REGISTRATION MARK]: 
1-800-638-2587 toll free 

FOR ASSISTANCE 
WITH YOUR EXISTING 
FUND ACCOUNT,  CALL:  
Shareholder Service Center  
1-800-225-5132 toll free 
410-625-6500  Baltimore area 

TO OPEN A DISCOUNT BROKERAGE 
ACCOUNT OR OBTAIN INFORMATION, 
CALL: 1-800-638-5660 toll free 

INTERNET ADDRESS:  
www.troweprice.com  

T. Rowe Price  Associates  
100 East  Pratt  Street
Baltimore,  Maryland  21202 

This report is authorized for  
distribution  only to shareholders  
and to others who have received 
a copy of the prospectus of the 
T.Rowe Price Latin America Fund.

INVESTOR CENTERS:
101 East Lombard St.
Baltimore, MD 21202

T. Rowe Price
Financial Center
10090 Red Run Blvd.
Owings Mills, MD 21117

Farragut Square
900 17th Street, N.W.
Washington, D.C. 20006

ARCO Tower
31st Floor
515 South Flower St.
Los Angeles, CA 90071

4200 West Cypress St.
10th Floor
Tampa, FL 33607

T. Rowe Price Investment Services, Inc., Distributor.          F97-050  10/31/98


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