PRICE T ROWE INTERNATIONAL FUNDS INC
N-30D, 1999-12-09
Previous: PRICE T ROWE INTERNATIONAL FUNDS INC, N-30D, 1999-12-09
Next: FORUM FUNDS, N-30D, 1999-12-09



<PAGE>

Annual Report

JAPAN FUND

- ----------------
OCTOBER 31, 1999
- ----------------


[LOGO OF T. ROWE PRICE]


T. Rowe Price
<PAGE>

REPORT HIGHLIGHTS
- --------------------------------------------------------------------------------

Japan Fund

 .    Japan's economy showed signs of turning the corner during 1999, and
     corporate earnings improved sharply.

 .    The fund benefited from a strong market rally, posting outstanding 6- and
     12-month gains of 44.28% and 102.68%.

 .    Mergers, acquisitions, and restructurings among Japan's largest companies
     helped propel performance.

 .    Modest exposure to rapidly growing medium and small technology and services
     companies helped the fund surpass its benchmark.

 .    Although the market may slow for the remainder of 1999, we are optimistic
     about 2000.

UPDATES AVAILABLE

For updates on the fund following the end of every calendar quarter, please see
our Web site at www.troweprice.com.
<PAGE>

FELLOW SHAREHOLDERS

Japanese stock markets continued to rally during the six-month period and
finished the year ended October 31, 1999, with very strong gains. Japan's
economy showed signs of having bottomed and begun a recovery, while extensive
change in the corporate sector--especially restructuring in the financial
industry--attracted domestic and foreign investors and rewarded them with steady
profits.

The rally was also fed by the communications sector, which saw a high level of
merger and acquisition activity. Japanese telecommunications companies struck
compelling deals not only with each other but also with international
communications giants such as AT&T, Cable & Wireless, and British Telecom.
Still, the real stars of the Japanese markets were again growth-oriented medium
and smaller-sized companies, which rode an investor frenzy for undiscovered
growth stories. The yen rallied to a three-year high in October, which further
contributed to the strong positive performance of the fund.

Your fund advanced 44.28% for the six months, significantly greater than the TSE
First Section Index (which represents large Japanese stocks) but less than the
surging TSE Second Section Index. Your fund also performed marginally better
than the Lipper average of similar funds. Overweighted positions in the services
and electrical sectors contributed strongly to performance. Holdings in the bank
sector also enjoyed a strong rebound following a series of positive merger
announcements in the late summer, although our general underweighting in this
area somewhat restrained relative performance. Our modest holdings in medium and
smaller growth stocks, which included a basket of Internet-related companies,
provided an additional performance boost. Over the 12-month period, your fund
significantly outperformed the larger TSE First Section Index and the Lipper
average while lagging the TSE Second Section Index.

- ----------------------
PERFORMANCE COMPARISON
- -------------------------------------------------------------------------------

Periods Ended 10/31/99                         6 Months               12 Months
- -------------------------------------------------------------------------------
Japan Fund                                       44.28%                 102.68%
 ...............................................................................
TSE First Section Index                          33.77                   68.62
 ...............................................................................
TSE Second Section Index                         62.59                  163.05
 ...............................................................................
Lipper Japanese Funds Average                    43.37                   95.57
 ...............................................................................

1
<PAGE>

- --------------------------------------------
THE SECTOR FACTOR IN INTERNATIONAL INVESTING
- --------------------------------------------------------------------------------

Computer chips made in Ireland. Hollywood animation--from India. Internet
venture capitalists from Japan. Companies today have growth opportunities, labor
pools, competitive threats, acquisition targets, and potential suitors all over
the world.

International investing is no longer just a matter of having local expertise in
global markets. Today's investor needs to be aware of global industry trends in
addition to local realities. For the past 20 years, T. Rowe Price and its
international investing arm, Rowe Price-Fleming International, have participated
in the evolution of this new global marketplace and have evolved with it. Rowe
Price-Flemings international sector team works in concert with our regional
portfolio managers, looking at cross-border trends that can create opportunities
and risks in industries such as technology, pharmaceuticals, and financial
services.

Nowhere is this global sector imperative more evident than in
telecommunications. Telecom firms need global scale to compete, and their
fortunes are no longer exclusively tied to local or even regional factors. Hence
Deutsche Telekoms unsuccessful bid for Telecom Italia, and the bid by Germany's
Mannesmann for U.K. wireless phone company Orange.

The chart below shows that global sector factors are growing increasingly
important to the direction of stock prices. In the case of Telecom Italia, the
chart shows that the correlation of its stock price to the global telecom sector
(blue bar) rose significantly in 1997-98. (Data from the two years is averaged
together.) The gray bar shows that during this period the stocks correlation to
the Italian market declined. The examples of ING Groep and Societe Generale show
that while their stock prices became modestly more correlated to their local
markets, they became even more correlated to other global financial concerns.

"We have sharpened our understanding of global trends that drive stock prices in
the longer term, because we've got to be totally on top of the competitive
forces affecting returns at different companies," said John Ford, chief
investment officer at Rowe Price-Fleming. "For example, what is the relative
attractiveness of a Denso in Japan compared with another auto components company
such as Valeo in France? We've got to be aware of cross-border valuations and
industry trends."

Of course, local factors still dominate the outlook for some companies. The task
for the informed international investor is to appreciate both the global and the
local influences. Rowe Price-Fleming International, with its experienced team of
investment professionals worldwide, is as well positioned as ever to find the
best investment opportunities for you.

INFLUENCE OF GLOBALIZATION ON STOCKS
- --------------------------------------------------------------------------------
(Average Changes in Correlation 1997-1998)

[CHART]

                                      Industry Effect      Country Effect
                                      ---------------      --------------
Daimler Chrysler (Germany)                  0.08               -0.16
Societe Generale (France)                   0.28                 0.1
ING Groep (Netherlands)                      0.3                 0.1
Telecom Italia (Italy)                      0.28               -0.02

2
<PAGE>

While we are certainly enthusiastic about the fund's excellent results over the
past year, we feel it prudent to point out that gains of this magnitude are
unlikely to be sustained. Investor interest in Japan's changing corporate
landscape, sometimes dubbed the "new economy," has caused some stocks to become
overvalued. The effect has created a two-speed market where traditional stocks
languish but huge premiums are placed on firms with high growth potential, still
a rare commodity in Japan. While we are optimistic about the market's future
(see the Outlook section), some market volatility would not be unexpected.

MARKET REVIEW

GDP data for the first quarter of 1999 was stronger than anticipated, suggesting
to many observers that the Japanese economy had finally turned a corner. That
news, combined with positive corporate change and explosive earnings growth
among selected medium and smaller companies, created a very positive market
environment. The major Japanese market indices reached their highest levels
since the summer of 1997, while the TSE Second Section and OTC (over-the-
counter) indices touched highs not seen since 1992.

Merger and acquisition (M&A) activity was a prominent theme in the past six
months. Corporate actions of this type are not unusual in the Japanese market,
but their character has changed for the better. We saw far fewer of the
traditional-style mergers, whereby a financially viable and profitable company
graciously absorbs a weaker, otherwise bankrupt competitor, not so much for
financial reasons as to save face for the weaker company's management and,
ultimately, the government.

Data for the first nine months of 1999 show that both in volume and value terms,
M&As increased significantly over 1998. Already in 1999, 826 transactions have
been completed, worth in aggregate around five trillion yen ($47 billion). This
compares with 929 deals, valued at approximately 3.4 trillion yen, for all of
1998. While foreign buyers account for two trillion yen of the year-to-date
total, domestic firms have executed over 50% of deals. Unlike in previous years,
M&A activity is distributed across all major business sectors, including autos,
auto parts, services, chemicals, manufacturing, banks, and insurance.

Two recent merger announcements in the financial arena seized media interest. In
August, Dai-Ichi Kangyo Bank (DKB), Fuji Bank, and the Industrial Bank of Japan
(IBJ) announced plans for a three-way merger.

3
<PAGE>

CORPORATE ACTIONS... ARE NOT UNUSUAL IN THE JAPANESE MARKET, BUT THEIR CHARACTER
HAS CHANGED FOR THE BETTER.

This was the first-ever merger in Japan between a commercial bank and a long-
term credit bank, and it will result in a single megabank with 141 trillion yen
($1.35 trillion) in assets. The combined entity's annual information technology
(IT) investment budget alone stands at 150 billion yen, underscoring the
increasingly pivotal role played by IT in providing the competitive edge for
financial corporations. In October, Sumitomo Bank and Sakura Bank also announced
plans to merge. This will create another megabank with total assets of 99
trillion yen ($950 billion). Of particular significance, this merger is between
the main banks of rival keiretsu groups--the Sumitomo and Mitsui groups.
Keiretsu are large, conglomerated business networks; historically they have been
fiercely competitive, and open cooperation between groups is virtually
unprecedented. This move may signal realignment among the Fuyo, DKB, Sumitomo,
and Mitsui groups.

Also of significance during the period was the apparent momentum toward
significant corporate reform. In October, for example, Nissan announced long-
awaited restructuring plans that proved far more radical than previous auto
company reform efforts. The core elements of the plan include closing five
plants in Japan and dismissing 21,000 employees worldwide, an expected return to
profitability for the consolidated accounts by March 2001, an operating profit
margin of 4.5%, and the halving of total debt by March 2003. These events were
unthinkable two years ago and show that Japanese corporate restructuring is
starting to take on a shape and character more in line with Western business
practices.

The "new economy" companies, perceived to be the new growth areas, such as
mobile telephony, home PCs, and the Internet, remained in the limelight and were
market leaders. The trend particularly affected the small- and mid-cap areas of
the market, which have seen a significant expansion in attractive growth
opportunities. Companies directly involved with the Internet, such as
telecommunications and electronics companies with software, hardware, or
services capabilities, outperformed significantly. But the trend toward all
things "Internet" has affected companies in various industries. For example,
convenience chain store operator Seven-Eleven, a subsidiary of Ito-Yokado,
announced a tie-up with the giant among Japanese Internet companies, Softbank,
to provide a variety of Internet-related services through its

4
<PAGE>

6,600-plus store network. Also, Tokio Marine & Fire Insurance recently announced
a joint venture with Charles Schwab (of the U.S.) to set up an Internet-based
brokerage operation.

Movement in the yen had a heavy impact on the equity markets. The currency's
continued appreciation, to a new 1999 high of 103.7 yen to the dollar on
September 23, aroused fears of a yen/dollar foreign exchange rate below 100. At
that level, the export industries would likely suffer, and wholesale earnings
disappointments might grip the economy. Disagreement between the Bank of Japan
and the Ministry of Finance over monetary policy and the yen topped investors'
concerns in early fall. Consequently, stocks were sold across the board, and the
Nikkei 225 Index fell below 17,000. Supportive statements from the G7 and the
Bank of Japan Governor, Masaru Hayami, led the yen marginally lower and the TSE
higher, but with the currency hovering near 105 yen to the dollar, the exchange
rate remains a source of anxiety.

In the political arena, Prime Minister Keizo Obuchi easily won reelection as
Liberal Democratic Party (LDP) leader in September, winning 68% of the 514 votes
cast by the party's ministers and 1.43 million votes from the rank and file
members. However, his closest rival, ex-LDP Secretary-General Koichi Kato,
gained a better-than-forecast 113 votes and is now widely seen as the heir
apparent to the LDP throne. While Obuchi's victory was an endorsement for his
policy of coalition, tensions are rising between the LDP's partners--the Liberal
party and the New Komeito--over the vexing issue of political reform.

PORTFOLIO STRATEGY

Communications and service stocks drove fund gains during the past six months,
while strong rallies in selected medium and smaller company stocks also boosted
performance. We maintained a modest overweight position in communications stocks
relative to the overall market although we took some profits in top holding NTT
Mobile Communications Network (also known as NTT DoCoMo) in a rally that saw the
stock rise 32% in October alone. Service sector stocks, notably some medium and
smaller companies, such as electronic security specialist Secom and Internet
investment firm Softbank, significantly outperformed the market. The services
sector in Japan is very underdeveloped relative to the size of both the economy
and the stock market. We are watching earnings fundamentals closely, but
maintain an overweight position in this area.

5
<PAGE>

A significant number of mid-size and small companies saw impressive gains. Many
star performers were considered new economy stocks, such as Yahoo Japan, the
Japanese subsidiary of Yahoo! in the U.S., Fujitsu, an information services and
computer network systems company, call center operator Bellsystem24, and
Internet Initiative Japan, which provides comprehensive Internet-related
services. However, there were also several companies that have successfully
developed competitive business models and viable, profitable growth strategies
in nontechnology sectors. Some of these were represented in your fund such as
Round One, a bowling center operator, Sanix, a pest control services company,
and Watami Food Service, a pub-eatery chain operator in the Tokyo metropolitan
area.

- ------------------------
INDUSTRY DIVERSIFICATION
- --------------------------------------------------------------------------------

                                    [CHART]

Capital Equipment             30%
Consumer Goods                25%
Services                      21%
Financial                     14%
Other and Reserves             7%
Energy                         2%
Materials                      1%

Based on net assets as of 10/31/99.

The key planks of our portfolio strategy remained unchanged. We remain
overweighted in technology manufacturers, Internet-related and IT software
stocks (classified as services), and telecommunications. We are also
overweighted in securities brokers and miscellaneous finance and trading
companies. While we maintain a market weighting in auto-related stocks, we have
gone light on consumption and asset stocks, as we expect consumer confidence and
the operating environment to remain difficult. We also underweighted the
utilities sector, and we hold no rail and air transport stocks because of their
high debt ratios (400% and above) and lackluster sales outlook.

A scandal over heavy-handed debt collection techniques by Nichiei and Shohkoh
Fund hit these small business lenders hard: the companies closed October down
34% and 20%, respectively. Public concern continued to grow, with the Financial
Supervisory Agency (FSA) forming a commission of investigation and the Diet's
Upper House Finance Committee summoning the presidents of both companies to
answer questions. We hold Shohkoh Fund, and while we are monitoring

6
<PAGE>

matters closely, we are keeping a stake in it. The company's business models and
medium-term growth prospects remain impressive. In addition, likely government
restrictions will raise the cost of funds but should not prevent future earnings
growth, and valuations are now extremely cheap, as the stock is trading at only
14.5X current-year earnings.

RISK IN THE JAPANESE FINANCIAL SYSTEM IS DECLINING ... HOWEVER, WE REMAIN
SKEPTICAL FOR THE IMMEDIATE FUTURE.

The fund enjoyed notable contributions from our modest financial holdings. In
the wake of the period's major bank mergers, including the deals among DKB-Fuji
Bank-IBJ, Sumitomo and Sakura Banks, and Asahi and Tokai Banks, industry
executives apparently reassured investors that risk in the Japanese financial
system is declining and progress is being made toward addressing structural
problems. However, we remain skeptical for the immediate future. The mergers
will take two to five years or more to implement fully and will necessitate
further bad debt write-offs and asset restructuring. Nonperforming loans remain
high, and the profit outlook appears difficult for the upcoming fiscal year:
quantifiable efficiency targets have yet to be comprehensively introduced in any
of these seven banks, and we think that they will have an uphill struggle to
raise core loan profitability. If these banks fail to attain their internal
profitability targets for fiscal year 1999-2000, a fresh wave of capital will be
needed to ensure compliance with international reserve requirements. For the
time being, we are not investing in these banks and are maintaining an
underweight position in the financial sector as a whole.

OUTLOOK

Especially in recent months, the stock rally has been driven by renewed optimism
about corporate earnings prospects. This optimism seems largely justified since
a preliminary survey shows that first-half 1999 results have been consistently
above forecasts. We remain positive on the outlook for earnings, notwithstanding
the potentially negative effects of a stronger yen, as it is clear that
corporate restructuring and cost-cutting efforts are producing positive results.

However, given the pace of market gains, particularly among technology stocks, a
breather seems likely. We expect the remainder of the fourth quarter to be
choppy while investors digest their concerns over

7
<PAGE>

yen movements and U.S. interest rate changes. Y2K is also on investors' minds
and could cause some volatility. Risk will, however, be on a stock by stock
basis, and we expect problems to be contained.

We are optimistic about the potential for gains in 2000. Growth is likely to
continue unabated in Japan's telecom, Internet, IT software, and services
sectors, and corporate restructuring themes should persist as Japan finally
embarks on the long journey that the U.S. and U.K. began in the early 1980s. We
anticipate that changes in corporate Japan will continue to be evolutionary
rather than revolutionary. However, recent months have shown us that evolution
is starting to move at "net" speed.

Respectfully submitted,

/s/ Martin G. Wade

Martin G. Wade
President

November 24, 1999

8
<PAGE>

T. ROWE PRICE JAPAN FUND
- --------------------------------------------------------------------------------


- --------------------
PORTFOLIO HIGHLIGHTS
- --------------------------------------------------------------------------------
TWENTY-FIVE LARGEST HOLDINGS
                                                                     Percent of
                                                                     Net Assets
                                                                       10/31/99
- --------------------------------------------------------------------------------
NTT Mobile Communications Network                                           4.4%
 ................................................................................
Matsushita Communication Industrial                                         3.8
 ................................................................................
Softbank                                                                    3.2
 ................................................................................
Sony                                                                        3.0
 ................................................................................
Nippon Telegraph & Telephone                                                3.0
- --------------------------------------------------------------------------------
Bridgestone                                                                 2.7
 ................................................................................
Kyocera                                                                     2.7
 ................................................................................
Fujitsu                                                                     2.6
 ................................................................................
Rohm                                                                        2.4
 ................................................................................
Sanwa Bank                                                                  2.2
- --------------------------------------------------------------------------------
Mazda Motor                                                                 2.2
 ................................................................................
Murata Manufacturing                                                        2.0
 ................................................................................
Sumitomo                                                                    1.9
 ................................................................................
Sankyo                                                                      1.9
 ................................................................................
Nomura Securities                                                           1.8
- --------------------------------------------------------------------------------
NEC                                                                         1.8
 ................................................................................
Takeda Chemical                                                             1.8
 ................................................................................
Secom (includes new shares)                                                 1.7
 ................................................................................
Honda Motor                                                                 1.7
 ................................................................................
Tokyo Electronics                                                           1.7
- --------------------------------------------------------------------------------
Hitachi                                                                     1.7
 ................................................................................
Suruga Bank                                                                 1.7
 ................................................................................
TDK                                                                         1.7
 ................................................................................
Tokyo Electric Power                                                        1.6
 ................................................................................
Kao                                                                         1.6
- --------------------------------------------------------------------------------
Total                                                                      56.8%

Table excludes reserves.

9
<PAGE>

T. ROWE PRICE JAPAN 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 benchmarks, which may include a
broad-based market index and a peer group average or index. Market indexes do
not include expenses, which are deducted from fund returns as well as mutual
fund averages and indexes.

JAPAN FUND
- --------------------------------------------------------------------------------

[GRAPH]

            TSE First Section Index  Lipper Japan Funds Average  Japan Fund
            -----------------------  --------------------------  ----------
12/30/91               10,000                   10,000            10,000
  10/92                 7,560                    7,886             8,580
  10/93                10,944                   10,974            11,580
  10/94                11,901                   12,338            12,652
  10/95                10,049                   10,533            11,024
  10/96                 9,925                   10,428            10,589
  10/97                 7,731                    8,512             9,357
  10/98                 6,471                    7,304             7,889
  10/99                10,911                   13,020            15,990


- ------------------------------------
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 10/31/99  1 Year   3 Years   5 Years   Inception        Date
- --------------------------------------------------------------------------------
Japan Fund              102.68%   14.72%    4.79%      6.17%      12/30/91
 ................................................................................

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

10
<PAGE>

T. ROWE PRICE JAPAN FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS                          For a share outstanding throughout each period
- ----------------------------------------------------------------------------------------------

                                          Year
                                         Ended
                                      10/31/99    10/31/98   10/31/97    10/31/96   10/31/95
<S>                                <C>         <C>         <C>        <C>         <C>
NET ASSET VALUE
Beginning of period                  $    6.72   $    7.97   $   9.02   $    9.39   $  11.64
                                    ..........................................................
Investment activities
  Net investment income                  (0.02)      (0.03)     (0.03)      (0.05)     (0.04)
  Net realized and
  unrealized gain (loss)                  6.92       (1.22)     (1.02)      (0.32)     (1.40)
                                    ..........................................................
  Total from
  investment activities                   6.90       (1.25)     (1.05)      (0.37)     (1.44)
                                    ..........................................................
Distributions
  Net realized gain                         --          --         --          --      (0.81)
                                    ..........................................................
NET ASSET VALUE
End of period                        $   13.62   $    6.72   $   7.97   $    9.02   $   9.39
                                    ----------------------------------------------------------

Ratios/Supplemental Data

Total return*                           102.68%     (15.68)%   (11.64)%     (3.94)%   (12.87)%
 ..............................................................................................
Ratio of total expenses to
average net assets                        1.14%       1.32%      1.24%       1.32%      1.50%
 ..............................................................................................
Ratio of net investment
income to average
net assets                               (0.27)%     (0.37)%    (0.39)%     (0.48)%    (0.48)%
 ..............................................................................................
Portfolio turnover rate                   58.8%       66.9%      32.3%       29.8%      62.4%
 ..............................................................................................
Net assets, end of period
(in thousands)                      $  513,739   $ 150,949  $ 170,830   $ 167,118  $ 181,383
 ..............................................................................................
</TABLE>

* 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.

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

11
<PAGE>

T. ROWE PRICE JAPAN FUND
- --------------------------------------------------------------------------------
                                                                October 31, 1999

- ------------------------
PORTFOLIO OF INVESTMENTS                                   Shares          Value
- --------------------------------------------------------------------------------
                                                                    In thousands

JAPAN 93.0%

COMMON STOCKS     93.0%

Capital Equipment 30.1%

Canon                                                     295,000   $      8,346
 ................................................................................
Daiwa House                                               293,000          2,681
 ................................................................................
Fujitsu                                                   446,000         13,431
 ................................................................................
Hitachi                                                   790,000          8,539
 ................................................................................
Komori                                                    251,000          5,452
 ................................................................................
Koyo Seiko                                                389,000          4,156
 ................................................................................
Kyocera                                                   146,600         14,060
 ................................................................................
Matsushita Communication Industrial                       116,000         19,491
 ................................................................................
Mitsubishi Heavy Industries                               439,000          1,722
 ................................................................................
Mitsumi Electric                                           93,000          2,488
 ................................................................................
Murata Manufacturing                                       79,000         10,152
 ................................................................................
NEC                                                       465,000          9,410
 ................................................................................
Nemic-Lambda K.K.                                          69,100          3,314
 ................................................................................
Nidec                                                      21,000          4,078
 ................................................................................
Nissho Electronics                                        134,000          3,855
 ................................................................................
Rohm                                                       56,000         12,567
 ................................................................................
Sanden                                                    950,000          7,289
 ................................................................................
Sumitomo Electric Industries                              479,000          6,436
 ................................................................................
TDK                                                        87,000          8,519
 ................................................................................
Tokyo Electronics                                         103,000          8,555
 ................................................................................
Total Capital Equipment                                                  154,541
                                                                    ............

Consumer Goods 25.0%

Ajinomoto                                                 483,000          5,415
 ................................................................................
Asahi Breweries                                           387,000          5,504
 ................................................................................
Asahi Softdrinks                                           89,500          1,262
 ................................................................................
Bridgestone                                               512,000         14,093
 ................................................................................
Honda Motor                                               206,000          8,693
 ................................................................................
Kao                                                       274,000          8,356
 ................................................................................
Koha                                                       15,000            921
 ................................................................................
Kuraray                                                   509,000          6,834
 ................................................................................
Matsushita Electric Industrial                            187,000          3,937
 ................................................................................
Mazda Motor                                             2,043,000         11,109
 ................................................................................
Sankyo                                                    334,000          9,514
 ................................................................................

12
<PAGE>

T. ROWE PRICE JAPAN FUND
- --------------------------------------------------------------------------------


                                                        Shares             Value
- --------------------------------------------------------------------------------
                                                                    In thousands

Santen Pharmaceutical                                  104,000      $      2,349
 ................................................................................
Sharp                                                  108,000             1,719
 ................................................................................
Sony                                                    99,900            15,579
 ................................................................................
Sony Chemicals                                          27,800             2,466
 ................................................................................
Takeda Chemical                                        157,000             9,019
 ................................................................................
Terumo                                                 180,000             5,472
 ................................................................................
Watami Food Service                                     14,000               973
 ................................................................................
YAKULT HONSHA                                          388,000             3,967
 ................................................................................
Yamaha Motor                                           512,000             4,164
 ................................................................................
Yamanouchi Pharmaceutical                              156,000             7,077
 ................................................................................
Total Consumer Goods                                                     128,423
                                                                    ............

Energy 1.6%

Tokyo Electric Power                                   381,300             8,520
 ................................................................................
Total Energy                                                               8,520
                                                                    ............

Financial 13.9%

Aeon Credit Service                                     33,900             4,942
 ................................................................................
Aiful                                                   23,400             3,636
 ................................................................................
Cosmo Securities                                     2,994,000             8,327
 ................................................................................
Goldcrest                                                9,000             1,230
 ................................................................................
Mitsui Fudosan                                         631,000             4,714
 ................................................................................
Nomura Securities                                      573,000             9,457
 ................................................................................
Sanwa Bank                                             754,000            11,216
 ................................................................................
Shohkoh Fund                                             5,100             3,121
 ................................................................................
Sumitomo Bank                                          615,000             9,897
 ................................................................................
Suruga Bank                                            581,000             8,525
 ................................................................................
Tokio Marine & Fire Insurance                          474,000             6,205
 ................................................................................
Total Financial                                                           71,270
                                                                    ............

Materials 0.6%

Sekisui Chemical                                       602,000             2,962
 ................................................................................
Total Materials                                                            2,962
                                                                    ............

Services 21.5%

Bellsystem24                                             2,300             2,206
 ................................................................................
Fuji Soft ABC                                           12,100             1,108
 ................................................................................
Internet Initiative Japan (USD)                         92,804             4,988
 ................................................................................

13
<PAGE>

T. ROWE PRICE JAPAN FUND
- ---------------------------------------------------------------------------


                                                   Shares           Value
 ...........................................................................
                                                             In thousands

Ito-Yokado                                         76,000   $       6,079
 ...........................................................................
Japan Business                                     81,600           2,043
 ...........................................................................
Marui                                             305,000           5,762
 ...........................................................................
Megachips                                          20,000           1,496
 ...........................................................................
Mitsubishi                                        414,000           2,978
 ...........................................................................
Nippon Telegraph & Telephone                        1,009          15,483
 ...........................................................................
NTT Mobile Communications Network                     842          22,368
 ...........................................................................
Secom                                              42,000           4,471
 ...........................................................................
Secom, New                                         40,000           4,289
 ...........................................................................
Seiyu                                             496,000           2,069
 ...........................................................................
Softbank                                           39,900          16,569
 ...........................................................................
Sumisho Electronic                                126,000           4,822
 ...........................................................................
Sumitomo                                          788,000           5,759
 ...........................................................................
Toppan Printing                                   227,000           2,784
 ...........................................................................
Toyo Information                                   56,000           2,830
 ...........................................................................
Uny                                               199,000           2,577
 ...........................................................................
Total Services                                                    110,681
                                                             ..............

Miscellaneous 0.3%

Combi                                              74,000           1,348
 ...........................................................................
Total Miscellaneous                                                 1,348
                                                             ..............
Total Common Stocks                                               477,745
                                                             ..............
Total Japan (Cost $337,322)                                       477,745
                                                             ..............

SHORT-TERM INVESTMENTS 6.3%

Money Market Funds 6.3%

Reserve Investment Fund, 5.51% #               32,611,746          32,612
 ...........................................................................
Total Short-Term Investments (Cost $32,612)                        32,612
                                                             ..............

14
<PAGE>

T. ROWE PRICE JAPAN FUND
- --------------------------------------------------------------------------------


                                                                           Value
- --------------------------------------------------------------------------------
                                                                    In thousands

Total Investments in Securities
99.3% of Net Assets (Cost $369,934)                                 $  510,357

Other Assets Less Liabilities                                            3,382
                                                                    ............
NET ASSETS                                                          $  513,739
                                                                    ------------
#   Seven-day yield
USD U.S. dollar


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

15
<PAGE>

T. ROWE PRICE JAPAN FUND
- --------------------------------------------------------------------------------
                                                                October 31, 1999

- -----------------------------------
STATEMENT OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------
In thousands

Assets

Investments in securities, at value (cost $369,934)            $       510,357
Securities lending collateral                                           56,267
Other assets                                                            14,229
                                                               .................
Total assets                                                           580,853
                                                               .................
Liabilities

Obligation to return securities lending collateral                      56,267
Other liabilities                                                       10,847
                                                               .................
Total liabilities                                                       67,114
                                                               .................

NET ASSETS                                                     $       513,739
                                                               -----------------
Net Assets Consist of:

Accumulated net realized gain/loss - net of distributions               (4,866)

Net unrealized gain (loss)                                             140,428

Paid-in-capital applicable to 37,712,376 shares of
$0.01 par value capital stock outstanding;
2,000,000,000 shares of the Corporation authorized                     378,177
                                                               .................

NET ASSETS                                                     $       513,739
                                                               -----------------

NET ASSET VALUE PER SHARE                                      $         13.62
                                                               -----------------
The accompanying notes are an integral part of these financial statements.

16
<PAGE>

T. ROWE PRICE JAPAN FUND
- --------------------------------------------------------------------------------


- -----------------------
STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
In thousands
                                                                         Year
                                                                        Ended
                                                                     10/31/99
Investment Income

Income
  Dividend (net of foreign taxes of $244)                         $     1,383
  Interest                                                                771
  Securities lending                                                      362
                                                                  .............
  Total income                                                          2,516
                                                                  .............
Expenses
  Investment management                                                 2,345
  Shareholder servicing                                                   579
  Custody and accounting                                                  189
  Registration                                                             77
  Prospectus and shareholder reports                                       59
  Legal and audit                                                          20
  Directors                                                                 6
  Miscellaneous                                                             4
                                                                  .............
  Total expenses                                                        3,279
  Expenses paid indirectly                                                 (1)
                                                                  .............
  Net expenses                                                          3,278
                                                                  .............
Net investment income                                                    (762)
                                                                  .............

Realized and Unrealized Gain (Loss)

Net realized gain (loss)
  Securities                                                           44,671
  Foreign currency transactions                                          (828)
                                                                  .............
  Net realized gain (loss)                                             43,843
                                                                  .............
Change in net unrealized gain or loss
  Securities                                                          161,450
  Other assets and liabilities
  denominated in foreign currencies                                       (43)
                                                                  .............
  Change in net unrealized gain or loss                               161,407
                                                                  .............
Net realized and unrealized gain (loss)                               205,250
                                                                  .............
INCREASE (DECREASE) IN NET
ASSETS FROM OPERATIONS                                            $   204,488
                                                                  -------------


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

17
<PAGE>

T. ROWE PRICE JAPAN FUND
- --------------------------------------------------------------------------------


- ----------------------------------
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
In thousands
                                                            Year
                                                           Ended
                                                        10/31/99      10/31/98

Increase (Decrease) in Net Assets

Operations
  Net investment income                              $      (762)  $      (563)
  Net realized gain (loss)                                43,843       (37,293)
  Change in net unrealized gain or loss                  161,407        10,822
                                                     ...........................
  Increase (decrease) in net assets from operations      204,488       (27,034)
                                                     ...........................
Capital share transactions *
  Shares sold                                            439,514       208,297
  Shares redeemed                                       (281,212)     (201,144)
                                                     ...........................
  Increase (decrease) in net assets from capital
  share transactions                                     158,302         7,153
                                                     ...........................
Net Assets

Increase (decrease) during period                        362,790       (19,881)
Beginning of period                                      150,949       170,830
                                                     ...........................
End of period                                        $   513,739   $   150,949
                                                     ---------------------------
*Share information
  Shares sold                                             42,892        30,265
  Shares redeemed                                        (27,654)      (29,231)
                                                     ...........................
Increase (decrease) in shares outstanding                 15,238         1,034

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

18
<PAGE>

T. ROWE PRICE JAPAN FUND
- --------------------------------------------------------------------------------
                                                                 October 31,1999

- -----------------------------
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 Japan Fund (the fund), a diversified,
open-end management investment company, is one of the portfolios established by
the corporation and commenced operations on December 30, 1991.

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.

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.

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

19
<PAGE>

T. ROWE PRICE JAPAN FUND
- --------------------------------------------------------------------------------


accepted accounting principles. Expenses paid indirectly reflect credits earned
on daily uninvested cash balances at the custodian, which are used to reduce the
fund's custody charges.


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.

Securities Lending The fund lends its securities to approved brokers to earn
additional income and receives cash and U.S. government 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, 1999, the value of loaned
securities was $53,796,000; aggregate collateral consisted of $56,267,000 in the
securities lending collateral pool.

Other Purchases and sales of portfolio securities, other than short-term
securities, aggregated $290,580,000 and $161,984,000, respectively, for the year
ended October 31, 1999.


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 utilized capital loss carryforwards of $44,493,000 in
1999. As of October 31, 1999, the fund had capital loss carryforwards for
federal income tax purposes of $3,441,000, all of which expires in 2006. The
fund intends to retain gains realized in future periods that may be offset by
available capital loss carryforwards.

In order for the fund's capital accounts and distributions to shareholders to
reflect the tax character of certain transactions, the following
reclassifications

20
<PAGE>

T. ROWE PRICE JAPAN FUND
- --------------------------------------------------------------------------------


were made during the year ended October 31, 1999. The results of operations
and net assets were not affected by the increases/(decreases) to these
accounts.
- --------------------------------------------------------------------------------

Undistributed net investment income                                 $   762,000
Undistributed net realized gain                                        (762,000)

At October 31, 1999, the cost of investments for federal income tax
purposes was substantially the same as for financial reporting and totaled
$369,934,000. Net unrealized gain aggregated $140,423,000 at period-end, of
which $150,261,000 related to appreciated investments and $9,838,000 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 $337,000 was payable at
October 31, 1999. The fee is computed daily and paid monthly, and consists of an
individual fund fee equal to 0.50% 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 0.295% for assets in excess of $120
billion. At October 31, 1999, and for the year 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. 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

21
<PAGE>

T. ROWE PRICE JAPAN FUND
- --------------------------------------------------------------------------------


related party agreements totaling approximately $551,000 for the year ended
October 31, 1999, of which $63,000 was payable at period-end.

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 1.0% of the outstanding shares of the Japan Fund at
October 31, 1999. For the year then ended, the fund was allocated $26,000 of
Spectrum expenses, $5,000 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 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, 1999, totaled $770,000
and are reflected as interest income in the accompanying Statement of
Operations.

During the year ended October 31, 1999, the fund, in the ordinary course of
business, placed security purchase and sale orders aggregating $37,739,000 with
certain affiliates of the manager and paid commissions of $60,000 related
thereto.

- -----------------------------------------------------------
TAX INFORMATION (UNAUDITED) FOR THE TAX YEAR ENDED 10/31/99
- --------------------------------------------------------------------------------

We are providing this information as required by the Internal Revenue Service.
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 $1,023,000 and foreign taxes
paid of $145,000.
- --------------------------------------------------------------------------------

22
<PAGE>

T. ROWE PRICE JAPAN FUND
- --------------------------------------------------------------------------------


- ---------------------------------
REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
To the Board of Directors of T. Rowe Price International Funds, Inc. and
Shareholders of Japan 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 Japan Fund (one of the portfolios
comprising T. Rowe Price International Funds, Inc., hereafter referred to as the
"Fund") at October 31, 1999, 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, 1999 by correspondence with the custodian, provide a reasonable
basis for the opinion expressed above.


PricewaterhouseCoopers LLP
Baltimore, Maryland
November 17, 1999

23
<PAGE>

T. ROWE PRICE SHAREHOLDER SERVICES
- --------------------------------------------------------------------------------


INVESTMENT SERVICES AND INFORMATION

KNOWLEDGEABLE SERVICE REPRESENTATIVES

By Phone Shareholder service representatives are available from 8 a.m. to 10
p.m. ET Monday through Friday and from 8:30 a.m. to 5 p.m. ET on weekends. Call
1-800-225-5132 to speak directly with a representative who will be able to
assist you with your accounts.

In Person Visit one of our investor center locations to meet with a
representative who will be able to assist you with your accounts. You can also
drop off applications or obtain prospectuses and other literature at these
centers.

AUTOMATED 24-HOUR SERVICES

Tele*Access(R) Call 1-800-638-2587 to obtain information such as account
balance, date and amount of your last transaction, latest dividend payment, fund
prices, and yields. Additionally, you have the ability to request prospectuses,
statements, and account and tax forms; to reorder checks; and to initiate
purchase, redemption, and exchange orders for identically registered accounts.

Internet. T. Rowe Price Web site: www.troweprice.com All the information and
services available on Tele*Access are available on our Web site, including
transactions in your fund and brokerage accounts (with pre-authorized access).

ACCOUNT SERVICES

Checking Write checks for $500 or more on any money market and most bond fund
accounts (except the High Yield and Emerging Markets Bond Funds).

Automatic Investing Build your account over time by investing directly from your
bank account or paycheck with Automatic Asset Builder. Additionally, Automatic
Exchange enables you to set up systematic investments from one fund account into
another, such as from a money fund into a stock fund. A $50 minimum makes it
easy to get started.

24
<PAGE>

T. ROWE PRICE SHAREHOLDER SERVICES
- --------------------------------------------------------------------------------


Automatic Withdrawal If you need money from your fund account on a regular
basis, you can establish scheduled, automatic redemptions.

Dividend and Capital Gains Payment Options Reinvest all or some of your
distributions, or take them in cash. We give you maximum flexibility and
convenience.

BROKERAGE SERVICES*

Investments Available You can trade stocks, bonds, options, precious metals, and
other securities at a savings over full-service commission rates.**

To Open an Account Call a shareholder service representative for more
information.

INVESTMENT INFORMATION

Combined Statement A comprehensive overview of your T. Rowe Price accounts is
provided. The summary page gives you earnings by tax category, provides total
portfolio value, and lists your investments by type. Detail pages itemize
account transactions.

Shareholder Reports Portfolio managers review the performance of the funds in
plain language and discuss T. Rowe Price's economic outlook.

T. Rowe Price Report This is a quarterly newsletter with relevant articles on
market trends, personal financial planning, and T. Rowe Price's economic
perspective.

Performance Update This quarterly report reviews recent market developments and
provides comprehensive performance information for every T. Rowe Price fund.

Insights These are reports on mutual fund tax issues, investment strategies,
investment fundamentals, and financial markets.

Detailed Investment Guides Our Asset Mix Worksheet, College Planning Kit,
Diversifying Overseas: A Guide to International Investing, Retirees Financial
Guide, and Retirement Planning Kit (also available on disk or CD-ROM for PC use)
can help you determine and reach your investment goals.

 * T. Rowe Price Brokerage is a division of T. Rowe Price Investment Services,
   Inc., Member NASD/SIPC.
** Based on a September 1999 survey for representative-assisted stock trades.
   Services vary by firm, and commissions may vary depending on size of order.

25
<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
Tax-Efficient Growth
Total Equity Market Index
Value

International/Global

Emerging Markets Stock
European Stock
Global Stock
International Discovery
International Growth & Income
International Stock
Japan
Latin America
New Asia
Spectrum International

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

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

* Closed to new investors.

+ Investments in the funds are not insured or guaranteed by the FDIC or any
  other government agency. Although the funds seek to preserve the value of your
  investment at $1.00 per share, it is possible to lose money by investing in
  the funds.

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.

26
<PAGE>

T. ROWE PRICE RETIREMENT PLANS AND RESOURCES
- --------------------------------------------------------------------------------


RETIREMENT PLANS AND RESOURCES

We recognize that saving for retirement is the number one investment goal for
most Americans. We can help you meet your retirement needs, whether you are
starting an IRA or designing a retirement program for your employees. T. Rowe
Price offers an assortment of retirement plans for individuals, the
self-employed, small businesses, corporations, and nonprofit organizations. We
provide recordkeeping, communications, and investment management services, as
well as a variety of educational materials, self-help planning guides, and
software tools to help you choose and implement a retirement plan appropriate
for you. For information or to request literature, call us at 1-800-638-5660.

IRAs AND QUALIFIED PLANS
 ......................................

Traditional IRA
Roth IRA
Rollover IRA
SEP-IRA
SIMPLE IRA
Profit Sharing
Money Purchase Pension
"Paired" Plans (Money Purchase Pension and Profit Sharing Plans)
401(k)
403(b)
457 Deferred Compensation

RETIREMENT RESOURCES AT T. ROWE PRICE
 ......................................

Planning and Informational Guides
Minimum Required Distributions Guide
Retirement Planning Kit
Retirees Financial Guide
Tax Considerations for Investors

Investment Kits

The IRA Investing Kit
Roth IRA Conversion Kit
Rollover IRA Kit
The T. Rowe Price SIMPLE IRA Plan Kit
The T. Rowe Price SEP-IRA Plan
The Simplified Keogh Plan(R) From T. Rowe Price
The T. Rowe Price 401(k) Century Plan(R) (for small businesses)
Money Purchase Pension/Profit Sharing Plan Kit
Investing for Retirement in Your 403(b) Account
The T. Rowe Price No-Load Variable Annuity Information Kit

Insights Reports

The Challenge of Preparing for Retirement
Financial Planning After Retirement
The Roth IRA: A Review

Software Packages

T. Rowe Price Retirement Planning Analyzer(TM) CD-ROM or diskette
$19.95. To order, please call 1-800-541-5760. Also available
on the Internet for $9.95.

T. Rowe Price Variable Analyzer(TM) CD-ROM or diskette, free.
To order, please call 1-800-469-5304.

Many of these resources are also available for viewing or ordering on the
Internet at www.troweprice.com.

27
<PAGE>

T. ROWE PRICE INSIGHTS REPORTS
- --------------------------------------------------------------------------------


THE FUNDAMENTALS OF INVESTING

Whether you are unsure how to get started or are saving for a specific goal,
such as retirement or college, the T. Rowe Price Insights series can help you
make informed investment decisions. These reports, written in plain English
about fundamental investment topics, can be useful at every stage of your
investment journey. They cover a range of topics, from the basic, such as
getting started with mutual funds, to the more advanced, such as managing risk
through diversification or buying individual securities through a broker. To
request one or more Insights, call us at 1-800-638-5660.


INSIGHTS REPORTS
- --------------------------------------------------------------------------------

General Information

The ABCs of Y2K
The ABCs of Giving
Back to Basics: The ABCs of Investing
The Challenge of Preparing for Retirement
Financial Planning After Retirement
Getting Started: Investing With Mutual Funds
The Roth IRA: A Review
Tax Information for Mutual Fund Investors

Investment Strategies

Conservative Stock Investing
Dollar Cost Averaging
Equity Index Investing
Growth Stock Investing
Investing for Higher Yield
Managing Risk Through Diversification
The Power of Compounding
Value Investing

Types of Securities

The Basics of International Stock Investing
The Basics of Tax-Free Investing
The Fundamentals of Fixed Income Investing
Global Bond Investing
Investing in Common Stocks
Investing in Emerging Growth Stocks
Investing in Financial Services Stocks
Investing in Health Care Stocks
Investing in High-Yield Municipal Bonds
Investing in Money Market Securities
Investing in Mortgage-Backed Securities
Investing in Natural Resource Stocks
Investing in Science and Technology Stocks
Investing in Small-Company Stocks
Understanding Derivatives
Understanding High-Yield "Junk" Bonds

Brokerage Insights

Combining Individual Securities With Mutual Funds
Getting Started: An Introduction to Individual Securities
What You Should Know About Bonds
What You Should Know About Margin and Short-Selling
What You Should Know About Options
What You Should Know About Stocks


T. Rowe Price Insights are also available for reading or downloading on the
Internet at www.troweprice.com.

28
<PAGE>

T. ROWE PRICE BROKERAGE
- --------------------------------------------------------------------------------


BROKERAGE SERVICES
T. Rowe Price Brokerage is a division of T. Rowe Price Investment Services,
Inc., Member NASD/SIPC.


T. Rowe Price Brokerage provides high-quality services and financial tools you
can use to manage your investments effectively and conveniently. We also offer
significant commission savings over full-service brokerages on a wide range of
individual securities and other investments.*

Internet and Automated Services You can enter trades, access quotes, and review
account information 24 hours a day, seven days a week, by telephone or computer.
We offer a flat-rate commission of $24.95 on stock trades placed through our
Internet-Trader service.**

Research Services To help you make informed investment decisions, we offer
access to several sources of data. You can research your investments using our
Online Research & News Service, provided by Thomson Investors Network, which
includes company profiles, intra-day and 12-month interactive charting, and
analysts' ratings and earnings estimates. Using our Research On Call service,
you can request reports from Standard & Poor's, Vicker's, Lipper, and other
well-known research providers to be delivered by fax or by mail.

Dividend Reinvestment Service This service helps keep more of your money working
for you. Cash dividends (of $10 or greater) from your eligible securities will
be invested automatically in additional shares of the same company, free of
charge. Most stocks listed on national securities exchanges or Nasdaq are
eligible for this service.

*   Based on a September 1999 survey for representative-assisted stock trades.
    Services vary by firm, and commissions may vary depending on size of order.
**  $24.95 per trade for up to 1,000 shares plus an additional $.02 for each
    share over 1,000 shares. Visit our Web site for a complete commission
    schedule or call for rates on representative-assisted and other non-Internet
    trades.


29
<PAGE>

For fund and account information
or to conduct transactions,
24 hours, 7 days a week
By touch-tone telephone
Tele*Access 1-800-638-2587
By Account Access on the Internet
www.troweprice.com/access

For assistance
with your existing
fund account, call:
Shareholder Service Center
1-800-225-5132

To open a brokerage account
or obtain information, call:
1-800-638-5660

Internet address:
www.troweprice.com

Plan Account Lines for retirement
plan participants:
The appropriate 800 number appears
on your retirement account statement.

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 appropriate to the fund or funds
covered in this report.

Walk-In Investor Centers:
For directions, call 1-800-225-5132
or visit our Web site

Baltimore Area
Downtown
101 East Lombard Street
Owings Mills
Three Financial Center
4515 Painters Mill Road

Boston Area
386 Washington Street
Wellesley

Colorado Springs
4410 ArrowsWest Drive

Los Angeles Area
Warner Center
21800 Oxnard Street, Suite 270
Woodland Hills

Tampa
4200 West Cypress Street
10th Floor

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


[LOGO OF T. ROWE PRICE]

T. Rowe Price Investment Services, Inc., Distributor.          F62-050  10/31/99


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission