PRICE T ROWE INTERNATIONAL FUNDS INC
N-30D, 1999-06-02
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- --------------------------------------------------------------------------------
                                  T. Rowe Price
- --------------------------------------------------------------------------------
                                  Annual Report
                               Latin America Fund
- --------------------------------------------------------------------------------
                                 April 30, 1999
- --------------------------------------------------------------------------------
REPORT HIGHLIGHTS
================================================================================
LATIN AMERICA FUND
*    Latin American  markets posted strong gains for the past six months despite
     a steep interim decline and widespread recession.
*    Brazil's January  devaluation and programs  addressing  fiscal and monetary
     concerns revived investor confidence in the region.
*    The fund provided  double-digit returns for the six-month period but lagged
     its  benchmarks  due in part to our focus on growth  stocks,  which trailed
     cyclicals.
*    At almost  38% of net  assets on April 30,  Mexico  replaced  Brazil as the
     fund's largest exposure.
*    We expect continued market volatility; upside potential is considerable but
     disappointing economic progress could trigger declines.

================================================================================
Fellow Shareholders
================================================================================

     Latin American markets and your fund posted strong gains for the six months
ended April 30 despite  volatility that was  extraordinary  even by the region's
standards.  Last fall, stocks rebounded from the sharp summer declines triggered
by Russia's  financial crisis,  but the rebound was interrupted in December when
Brazil failed to enact expected  fiscal reforms and had to devalue its currency.
However,  subsequent  actions by the Brazilian  government and the International
Monetary Fund revived investor confidence and sparked a vigorous rally.

================================================================================

    Performance Comparison
    ----------------------
    Periods Ended 4/30/99         6 Months        12 Months
    ---------------------         --------        ---------
    Latin America Fund             21.64%           -20.81%

    MSCI EMF Latin
    America Index                  28.33            -14.42

    Lipper Latin America
    Funds Average                  25.52            -21.78

================================================================================
<PAGE>

     With a return of almost 22% for the past six months, your fund participated
in the resurgence of Latin American  stocks but lagged its MSCI benchmark  index
and peer group average.  The difference in results  reflected our  precautionary
selling of some Brazilian  stocks in January when government debt default seemed
a real  possibility.  Thus, we missed out on some of the rally. In addition,  we
typically  limit our  exposure  to  stocks  of  cyclical  and  highly  leveraged
companies,  which were among the best performers.  For the 12-month period,  the
fund also  trailed  the  benchmark  index but  suffered  slightly  less than the
average peer fund.

================================================================================
MARKET AND PORTFOLIO REVIEW
================================================================================

     The contrast  between 6- and 12-month  returns in the major Latin  American
markets speaks to the dramatic  price swings during the past year.  Twelve-month
results reflected the steep losses of last August and September, which were only
partially offset by subsequent gains. Only Argentina managed a positive 12-month
return,  and Mexican stocks were basically  flat. The strong  six-month  results
mask large  losses in  December  and  January  that were  erased by the  "relief
rally," as investors--relieved that  repercussions  from  Brazil's  devaluation
appeared contained and not too severe--poured back into the markets.

================================================================================
    Market Performance
    ------------------
    (In U.S. Dollar Terms)
    ----------------------
    Periods Ended 4/30/99         6 Months        12 Months
    ---------------------         --------        ---------
    Argentina                       27.92%          2.57%
    Brazil (Free)                   14.40         -30.96
    Chile                           31.24          -4.82
    Mexico                          44.03          -0.41
    Peru                            20.17         -27.76
    Venezuela                       52.34         -15.21
- --------------------------------------------------------------------------------
    Source: FAME Information Services, Inc.; using MSCI indices.
================================================================================

     In BRAZIL, President Cardoso emerged from the October elections with a more
or less unchanged power base from which to tackle the financial contagion raging
across emerging  markets  worldwide and  threatening to engulf Brazil.  In early
November,  a  new  Fiscal  Stability  Program  was  announced  consisting  of  a
shorter-term  Three-Year  Action Plan of spending  cuts and tax  increases and a
longer-term  Working  Agenda to tackle root causes of structural  problems.  The
latter  included  administrative  reform to establish  public payroll limits and
define criteria for laying off public servants, social security reform to reduce
the country's  yawning  pension  funding  deficit,  and labor reform to increase
labor force  flexibility.  At the same time,  the government  announced  primary
(i.e.,  before interest payments) budget surplus targets of 2.6% of GDP for 1999
moving  to  3.0%  by  2001.  Cardoso's  challenge  was  to  persuade  the  often
recalcitrant  Congress to pass these unpopular  measures quickly to dampen fears
that Brazil could not put its fiscal house in order.  When the Congress passed a
couple of  important  social  security  votes,  the IMF  approved a $41  billion
financial  package.  Interest rates fell, and investors  hoped that maybe,  just
maybe, Brazil was tackling its longstanding fiscal problems.
<PAGE>

     In our October 31 annual  report,  we said that if Congress  backtracked on
any key area of the  Fiscal  Stability  Program  the  market  reaction  would be
savage.  Within weeks,  that prediction came true. To the surprise and dismay of
financial  markets,  Congress voted against  measures to tax pensions of retired
state  workers and then failed to vote on a measure to increase  the tax rate on
state workers' income. The failure to pass the very fiscal measures on which the
IMF package was based,  together with an unexpected delay in the  implementation
of the new financial  transactions  tax, proved to be a knockout blow.  December
saw a massive outflow of reserves.

     The COUP DE GRACE came in early  January when the new governor of the State
of Minas Gerais tried to force a debt renegotiation by declaring a moratorium on
interest payments to the federal government.  The markets finally lost patience.
On January 13, facing an overwhelming wave of currency selling, the Central Bank
was  forced to stop  defending  the real.  Following  an  abortive  attempt at a
controlled mini-devaluation,  the real was cut loose to float freely: it dropped
over 30% versus the U.S. dollar in less than three weeks.

     Devaluation  was a major  loss of face for  Cardoso.  The real had been the
proud flagship of his economic reform and privatization  programs,  and currency
stability was a key weapon in the fight against inflation.  With 20% of domestic
debt  denominated  in U.S.  dollars and another 60% carrying  floating  interest
rates,  devaluation  blasted a huge hole in the fiscal program.  Once again, the
situation  threatened  to spiral out of control.  Since the average  maturity of
government  debt  was  about  six  months,   the  Central  Bank  was  constantly
refinancing  even at a time of  sharply  rising  interest  rates and  plummeting
confidence. Public sector net debt, which had been just 30% of GDP in 1996, rose
to 50% of GDP and beyond. The nominal fiscal deficit was potentially heading for
15% of GDP  by  year-end,  an  unsustainable  situation.  With  the  specter  of
government  default raising its ugly head as rumours spread,  Brazil reached the
edge of the precipice.

- ------------------------------
For  a  number   of   reasons,
however,  Brazil  did  not  go
over the precipice.
==============================


     For a number of  reasons,  however,  Brazil did not go over the  precipice.
First,  Arminio  Fraga, a savvy market player and former fund manager for George
Soros, was appointed  president of the Central Bank.  Second,  with a proverbial
gun to its head,  Congress  passed  the very same  social  security  laws it had
recently rejected, and also approved a financial transactions tax, the last step
in the Fiscal Adjustment package. Third, reflecting Brazil's recession,  imports
fell more than 19% in the first two  months of the  calendar  year and,  despite
continuing weak exports, the February trade balance went into surplus.  Finally,
another  agreement was reached with the IMF, this time with even tougher primary
surplus  targets  of 3.1% of GDP for 1999  rising to 3.3% by 2001.  The IMF also
made $8 billion  immediately  available for the Central Bank to help finance the
government  deficit  resulting from large Eurobond  maturities in coming months.
This  proved to be a crucial  turning  point in  stabilizing  the  currency  and
persuading   international   banks  to  roll  over  credit  lines  to  Brazilian
corporations.
<PAGE>

     A key  factor  behind  the swift  return  of  confidence  was the  relative
robustness of the Brazilian  banking  system.  Unlike in Asia,  the larger banks
have been  conservatively  managed,  and bad loan ratios tend to be very low and
adequately  covered by  loan-loss  provisions.  Moreover,  and again in striking
contrast to the Asian  situation,  the larger  banks were more than fully hedged
against devaluation and, therefore,  able to book substantial  one-time currency
gains. The corporate sector did have modest foreign currency debt exposure,  but
the initial impact proved manageable. As it turned out, by far the biggest loser
from devaluation was the government.

     The  inflation  response to  devaluation  was a major  unknown,  and it was
critical  to crush  inflationary  expectations  to  minimize  the  threat  of an
inflation-devaluation  spiral.  The recession  helped in this regard since there
was  little   pricing   power  in  most   sectors  of  the   economy.   Original
post-devaluation  inflation forecasts varied widely, with analysts talking about
a 30% annual rate compared  with just 3.8% in 1998. In the event,  inflation was
well  below  expectations,  and by May  inflationary  expectations  for 1999 had
fallen to under 10%. The politically  sensitive  annual minimum wage increase of
4.6%,  announced at the beginning of May, was also below  expectations--another
sign of the  government's  determination  to  crush  inflation  at the  earliest
opportunity.

- ------------------------------
By  the  end  of  April,   the
Brazil  MSCI Index was up over
60% in U.S.  dollars  from its
January lows.
==============================

     The  turnaround  from the January gloom was  remarkable.  With the currency
recovering,  interest  rates  falling,  and good  news on  inflation,  investors
practically fell over one another to get a piece of the action.  In March,  less
than three months after the devaluation,  Brazil's largest private bank was able
to issue a $200 million  Eurobond,  marking Brazil's return to the international
capital  markets and paving the way for a $2 billion  government  bond issue. By
April,   the  government  was   sufficiently   confident  to  proceed  with  the
privatization of Comgas, a large gas distrib-utor  based in Sao Paulo, which was
snapped up by a  consortium  led by British Gas for more than double the minimum
price.  By the end of  April,  the  Brazil  MSCI  index  was up over 60% in U.S.
dollars from its January lows.

     Within the portfolio we shifted some money out of Brazil, when debt default
seemed  possible,  and into the relatively  safe haven of Mexico.  By the end of
April,  the fund was  neutrally  weighted in Brazil  against the Morgan  Stanley
Latin  America  index  at 29% of net  assets.  We  added  to  positions  in CVRD
(Companhia  Vale do Rio Doce) the  mining  conglomerate,  which  benefited  from
devaluation, and cut exposure to banks, which hold 70% of outstanding government
debt, on default concerns.

     (Edgar  description:  Pie  Chart  here  showing  country  allocation  as of
4/30/99. Mexico 38%; Brazil 29%; Argentina 19%; Chile 6%; Other and reserves 4%;
Peru 2%; Venezuela 2%)
<PAGE>

     MEXICO   had  an   equally   remarkable   six   months.   In  an   initial,
all-too-familiar sign of financial contagion,  the peso spiked down and interest
rates up on the day of the Brazilian  devaluation.  Memories were fresh from the
1995 Tequila crisis,  when the peso  devaluation  triggered  financial  distress
across the entire region,  but this time the outcome was different.  The Mexican
markets quickly  decoupled from the Brazilian crisis on the downside and went on
to enjoy the euphoria associated with Brazilian recovery on the upside. Over the
six-month period ended April, the MSCI Mexico index was up 44% in U.S.  dollars,
the region's best performer.

     What were the reasons? First of all, the Mexican economy is by far the most
open in Latin America.  Exports compose around 30% of GDP, the large majority of
which are directed to the U.S.  Clearly  Mexico was a prime  beneficiary  of the
strong  U.S.  economy -- strong  exports  led  economic  growth  and made up for
lackluster  consumption.  Second,  despite low oil prices,  Mexico's 1998 fiscal
deficit was only 1.2% of GDP, a striking contrast to the Brazilian situation and
a reflection of the  disciplined  fiscal approach now adopted by the government.
This prudent policymaking  bolstered the view that Mexico would avoid the savage
economic and political  cycles that it has  consistently  suffered over the past
two  decades.  It now  seems  possible  that  presidential  elections  in  2000,
previously  regarded  as a key  investment  risk,  will  be  relatively  smooth.
Finally,  Mexico made substantial progress on resolving its banking crisis. Even
though loan growth remains negative and the banks are still unwilling to lend, a
number of political  hurdles were cleared,  and sharply  falling  interest rates
have aided the banks.

     The fund added Grupo Televisa,  the nation's largest broadcaster,  which is
successfully slashing costs and gaining market share, and cut positions in Grupo
Modelo, Mexico's largest brewer, where valuations are looking stretched.  Mexico
is now the fund's largest position, at 38% of net assets.

     The ARGENTINE  economy  slowed  sharply  following the Brazil  devaluation.
March  industrial  production  fell 11.5% from the previous  year's  level,  the
largest  contraction  since the  Tequila  crisis,  and  consumption  also slowed
substantially.  In many ways, this was surprising. Although 30% of exports go to
Brazil,  total exports make up only 8% of  Argentina's  GDP. Half of the banking
assets are controlled by foreigners,  and the banking system is now far stronger
than when  confidence was last tested in 1995. The government was able to access
international  markets shortly after the Brazil  devaluation,  and by the end of
February had secured half its financing needs for 1999.

     Argentina's problem appeared to be a sudden drop in investment,  reflecting
depressed  business and consumer  sentiment  and the  reluctance of the banks to
lend. First quarter  investment demand fell 12% from the previous year,  despite
falling interest rates.  Frustrated by the situation,  President Menem sought to
improve  credibility by publicly  discussing the possibility of dollarization of
the economy.  After a blaze of publicity in the  international  press, the issue
seems to have faded, and we are not at all convinced that dollarization would be
any  substitute  for the  structural  reforms  needed to improve  the  economy's
competitiveness and long-term growth profile.


<PAGE>

- ------------------------------
After a period of adjustment
 . . . we believe that Chile
will continue its long-term
superior growth path.
==============================

     At the end of April,  Repsol,  a Spanish  oil  company,  made a cash bid of
$44.78 per share for YPF SOCIEDAD  ANONIMA,  Argentina's  biggest energy company
and our third-largest  holding.  The stock rose about 60% in 1999 before the bid
was accepted in early May by YPF's highly regarded management. Argentina was the
fund's third largest exposure on April 30, at 19% of net assets.

     In CHILE,  the economy  experienced  its sharpest  slowdown in more than 10
years.  Consumption has been the greatest weakness: March retail sales were down
4.3% from a year earlier in real terms, the eighth consecutive month of negative
growth. Clearly the copper price, which by March was down over 45% from mid-1997
levels, was an important factor in Chile's deteriorating external accounts. Even
the weather has hurt,  with a severe drought  cutting  hydroelectricity  output,
resulting in a serious electricity  shortfall.  Chile has been the region's most
successful  economy since the mid-1980s,  based on its policies of  wide-ranging
privatization and deregulation,  low import tariff barriers,  disciplined fiscal
policy, and stringent banking sector supervision.  After a period of adjustment,
and based on our view that the copper price may have  bottomed,  we believe that
Chile will continue its long-term superior growth path.

================================================================================
    Industry Diversification
    ------------------------
                                  Percent of Net Assets
                                  10/31/98      4/30/99
                                  ---------------------
    Services                        41.3%        46.9%
    Energy                          24.3         20.6
    Consumer Goods                  16.9         15.8
    Materials                        4.7          6.5
    Finance                          8.3          6.2
    All Other                        0.2           --
    Reserves                         4.3          4.0
    Total                          100.0%       100.0%
================================================================================

     The fund  participated in the tender offer by Endesa de Espana for ENERSIS,
the  electricity  holding  com-pany,  and  bought  some  Banco  Santiago,  whose
valuations have come down to levels we find attractive. The smaller economies of
Peru and  Venezuela  have  not  avoided  the  region-wide  slowdown.  Peru is in
recession and is only now  beginning to recover from the damaging  effects of El
Nino in 1998.  Hurt by weak exports and falling  commodity  prices,  the current
account deficit deterio-rated further in 1998. Following a recent agreement with
the IMF, the  government  is trying to  stimulate  the economy  through  greater
public expenditure, and a recent pickup in exports may mark the turning point.
<PAGE>

     With oil composing  14% of GDP, 70% of exports,  and over 40% of government
revenues,  VENEZUELA was highly  exposed to plummeting  oil prices last year. By
the fourth quarter, GDP had declined by 8.2% from a year earlier, and the fiscal
deficit had rocketed to 7% of GDP.  Although  decelerating,  inflation in the 12
months  ended March was still 27.6%,  and the  currency is looking  increasingly
overvalued.  The new president, Hugo Chavez, has obtained wide-ranging powers to
change the  Constitution  and decree tax and other  legislation,  and we see the
region's  greatest  economic and political  risk here.  Our 2% position  remains
underweighted  versus the index.

SUMMARY AND OUTLOOK
- -------------------

     Brazil has pulled off what many thought was impossible -- a 30% devaluation
with low inflation in the aftermath,  together with a material fiscal adjustment
passed by Congress.  These are no small feats, and the spectacular  rally in the
markets is a reflection of this.

     Nevertheless,  Brazil still has to produce the fiscal goods and achieve the
primary surplus targets set by the IMF. Even though first quarter fiscal numbers
look  encouraging,  they include several one-time items. In the past, Brazil has
never ceased to disappoint on fiscal discipline,  and any disappointment on this
front could still send markets into reversal  later in the year.  The government
must now take advantage of positive  momentum to consolidate  and broaden reform
through  further   administrative,   social   security,   and  fiscal  stability
legislation.  Unfortunately, Cardoso's ability to push through further unpopular
fiscal measures is questionable.  His popularity has plunged since reelection in
October, and March unemployment of 19.9% in Sao Paulo is at record levels.

     Except  for  Mexico,  the  entire  region  is now in  recession,  and stock
valuations are already  factoring in recovery in the second half of the year. If
this fails to materialize,  there may be scope for earnings disappointments.  On
the other hand, if Brazilian  interest rates continue to fall,  possibly setting
the stage for higher  sustainable  regional economic growth,  the upside remains
considerable.  Either way, the sort of market  volatility  we have seen over the
past few months is unlikely to diminish.

     Our stock selection  process will continue to focus on large-cap  companies
with solid,  sustainable  growth rates; low debt;  experienced  managements that
seek attractive returns on capital; and reasonable stock valuations.  We believe
this strategy will enabl e the fund to perform well over time in the dynamic but
volatile Latin American environment.

Respectfully submitted,

/s/

Martin G. Wade
President
May 18, 1999

================================================================================

<PAGE>
T. Rowe Price Latin America Fund
- --------------------------------
Portfolio Highlights
TWENTY-FIVE LARGEST HOLDINGS
                                                                    Percent of
                                                                    Net Assets
                                                                       4/30/99
- -------------------------------------------------------------------------------
  Telebras, Brazil                                                        13.3%
- -------------------------------------------------------------------------------
  Telefonos de Mexico, Mexico                                             12.7
- -------------------------------------------------------------------------------
  YPFSociedad Anonima, Argentina                                           9.5
- -------------------------------------------------------------------------------
  Cemex, Mexico                                                            4.2
- -------------------------------------------------------------------------------
  Femsa, Mexico                                                            3.5
- -------------------------------------------------------------------------------
  Pao de Acucar, Brazil                                                    3.3
- -------------------------------------------------------------------------------
  Banco Itau, Brazil                                                       2.7
- -------------------------------------------------------------------------------
  Grupo Televisa, Mexico                                                   2.5
- -------------------------------------------------------------------------------
  Companhia Vale do Rio Doce, Brazil                                       2.5
- -------------------------------------------------------------------------------
  Telefonica de Argentina, Argentina                                       2.4
- -------------------------------------------------------------------------------
  Petrol Brasileiros, Brazil                                               2.4
- -------------------------------------------------------------------------------
  Grupo Modelo, Mexico                                                     2.3
- -------------------------------------------------------------------------------
  Telecom Argentina Stet, Argentina                                        2.2
- -------------------------------------------------------------------------------
  Kimberly-Clark de Mexico, Mexico                                         2.1
- -------------------------------------------------------------------------------
  Cia Energetica Minas Gerais, Brazil                                      2.1
- -------------------------------------------------------------------------------
  Chilectra, Chile                                                         2.1
- -------------------------------------------------------------------------------
  Compania Anonima Nacional Telefonos de Venezuela, Venezuela              2.0
- -------------------------------------------------------------------------------
  Coca-Cola Femsa, Mexico                                                  1.9
- -------------------------------------------------------------------------------
  Telefonica del Peru, Peru                                                1.6
- -------------------------------------------------------------------------------
  Grupo Elektra, Mexico                                                    1.5
- -------------------------------------------------------------------------------
  Grupo Industrial Maseca, Mexico                                          1.4
- -------------------------------------------------------------------------------
  TV Azteca, Mexico                                                        1.4
- -------------------------------------------------------------------------------
  Banco Frances del Rio de la Plata, Argentina                             1.4
- -------------------------------------------------------------------------------
  Panamerican Beverages, Mexico                                            1.3
- -------------------------------------------------------------------------------
  Perez Companc, Argentina                                                 1.3
- -------------------------------------------------------------------------------
  Total                                                                   83.6%
================================================================================

<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.

[SEC Chart for Latin America Fund placed 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 4/30/99      1 Year   3 Years   5 Years   Inception           Date
- ---------------------      ------   -------   -------   ---------      ---------
Latin America Fund       -20.81%      4.75%     0.75%      -1.73%      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.
================================================================================
T. Rowe Price Latin America Fund
Unaudited
For a share outstanding throughout each period
<TABLE>
<CAPTION>
<S>                      <C>  <C> <C>   <C>   <C>   <C>   <C>   <C>    <C>   <C>
                        6 Months     Year                             12/29/93
                           Ended    Ended                              Through
                         4/30/99  10/31/98 10/31/97 10/31/96 10/31/95  10/31/94
NET ASSET VALUE
Beginning of period       $  7.22  $  9.60  $  8.14  $  6.49  $ 10.32  $ 10.00
- --------------------------------------------------------------------------------
Investment activities
  Net investment income      0.09     0.16     0.13     0.10     0.05    (0.03)
  Net realized and
  unrealized gain (loss)     1.43    (2.45)    1.44     1.60    (3.92)    0.29
- --------------------------------------------------------------------------------
  Total from
  investment activities      1.52    (2.29)    1.57     1.70    (3.87)    0.26
- --------------------------------------------------------------------------------
Distributions
  Net investment income     (0.14)   (0.12)   (0.11)   (0.06)      -        -
  Net realized gain             -        -    (0.03)       -       -        -
- --------------------------------------------------------------------------------
  Total distributions       (0.14)   (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             $  8.60  $  7.22  $  9.60  $  8.14  $   6.49  $10.32
Ratios/Supplemental=Data
Total return*               21.64%  (23.93)%  19.94%   26.52%   (37.11)%  3.20%
- --------------------------------------------------------------------------------
Ratio of total expenses to
average net assets           1.68%+   1.53%    1.47%    1.66%     1.82%   1.99%+
- --------------------------------------------------------------------------------
Ratio of net investment
income to average
net assets                   2.36%+   1.35%    1.30%    1.29%     0.76% (0.35)%+
- --------------------------------------------------------------------------------
Portfolio turnover rate      36.1%+   19.0%    32.7%    22.0%     18.9%   12.2%+
- --------------------------------------------------------------------------------
Net assets, end of period
(in thousands)           $233,970 $204,761  $398,066 $213,691 $148,600 $198,435
- --------------------------------------------------------------------------------
</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 and payment of no redemption or account fees.
     +    Annualized

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

<PAGE>

================================================================================
T. Rowe Price Latin America Fund
- --------------------------------
Unaudited
April 30, 1999

PORTFOLIO OF INVESTMENTS
- ------------------------
                                                        Shares          Value
                                                            In thousands
ARGENTINA==19.3%
Common Stocks  19.3%
Banco Frances del Rio de la Plata ADR (USD)               123,268   $  3,174
- -----------------------------------------------------------------------------
Banco Rio de la Plata (Class B) ADR (USD)                 223,970      2,898
- -----------------------------------------------------------------------------
Perez Companc (Class B)                                   497,499      3,086
- -----------------------------------------------------------------------------
Telecom Argentina Stet (Class B) ADR (USD)                145,920      5,034
- -----------------------------------------------------------------------------
Telefonica de Argentina (Class B) ADR (USD)               150,997      5,643
- -----------------------------------------------------------------------------
Transportadora de Gas del Sur (Class B) ADS (USD)         320,910      3,069
- -----------------------------------------------------------------------------
YPF Sociedad Anonima (Class D) ADR (USD)                  530,258     22,271
- -----------------------------------------------------------------------------
Total Argentina (Cost $40,066)                                        45,175

BRAZIL==28.5%
Common Stocks  20.0%
Companhia Vale do Rio Doce ADR (USD)                      309,000      5,929
- -----------------------------------------------------------------------------
Electricidade de Rio de Janeiro                     7,824,093,000      2,120
- -----------------------------------------------------------------------------
Pao de Acucar GDR (USD)                                   446,017      7,777
- -----------------------------------------------------------------------------
Telebras ADR (USD)                                        340,396     31,040
- -----------------------------------------------------------------------------
                                                                      46,866
- -----------------------------------------------------------------------------
Preferred Stocks  8.5%
Banco Itau                                             11,837,000      6,271
- -----------------------------------------------------------------------------
Brahma                                                  6,107,482      2,890
- -----------------------------------------------------------------------------
Cia Energetica Minas Gerais                           208,008,141      4,947
- -----------------------------------------------------------------------------
Petrol Brasileiros                                     34,579,711      5,600
- -----------------------------------------------------------------------------
Telebras ADR (USD) *                                      330,270         26
- -----------------------------------------------------------------------------
Telecomunicacoes de Minas Gerais (Class B)              5,965,000        148
- -----------------------------------------------------------------------------
                                                                      19,882
- -----------------------------------------------------------------------------
Total Brazil (Cost $81,628)                                           66,748
<PAGE>

CHILE==6.4%==================================================================
Common Stocks  6.4%
Banco Santiago ADR (USD)                                   74,220      1,317
- -----------------------------------------------------------------------------
Chilectra ADR (144a) (USD)                                223,087      4,936
- -----------------------------------------------------------------------------
Compania Cervecerias Unidas ADS (USD)                      85,916      2,110
- -----------------------------------------------------------------------------
Compania de Telecomunicaciones de Chile
        (Class A) ADR (USD)                               101,010   $  2,670
- -----------------------------------------------------------------------------
Embotelladora Andina ADR (USD)                            151,802      2,742
- -----------------------------------------------------------------------------
Enersis ADS (USD)                                          57,929      1,112
- -----------------------------------------------------------------------------
Total Chile (Cost $16,295)                                            14,887
- -----------------------------------------------------------------------------
MEXICO==37.9%
Common Stocks  37.9%
Cemex (Class B)                                         1,346,746      6,253
- -----------------------------------------------------------------------------
Cemex ADR (Represents 2 Participating Certificates)
        (144a) (USD)                                      362,575      3,422
- -----------------------------------------------------------------------------
Cemex, Participating Certificates
     (Represents 1 Class A share)                          42,082        196
- -----------------------------------------------------------------------------
Cifra (Class V) ADR (USD) *                               129,293      2,529
- -----------------------------------------------------------------------------
Coca-Cola Femsa (Class L) ADR (USD)                       218,300      4,516
- -----------------------------------------------------------------------------
Femsa UBD (Class L)
     (Represents 1 Class B and 4 Series D shares) *     2,267,910      8,100
- -----------------------------------------------------------------------------
GPO Sanborn *                                             786,300      1,557
- -----------------------------------------------------------------------------
Gruma (Class B)                                           129,625        248
- -----------------------------------------------------------------------------
Grupo Elektra, Participating Certificates
        (Represents 1 Class L and 2 Class B shares)     5,034,390      3,541
- -----------------------------------------------------------------------------
Grupo Industrial Maseca (Class B)                       4,735,605      3,280
- -----------------------------------------------------------------------------
Grupo Modelo (Class C)                                  2,034,880      5,362
- -----------------------------------------------------------------------------
Grupo Televisa ADR (USD) *                                145,000      5,945
- -----------------------------------------------------------------------------
Kimberly-Clark de Mexico (Class A)                      1,279,941      4,987
- -----------------------------------------------------------------------------
Organizacion Soriana                                      601,000      2,706
- -----------------------------------------------------------------------------
Panamerican Beverages (Class A) (USD)                     139,978      3,106
- -----------------------------------------------------------------------------

<PAGE>

Telefonos de Mexico (Class L) ADR (USD)                   390,888     29,610
- -----------------------------------------------------------------------------
TV Azteca ADR (USD)                                       462,100      3,235
- -----------------------------------------------------------------------------
Total Mexico (Cost $80,170)                                           88,593

PERU==2.0%
Common Stocks  2.0%
Credicorp (USD)                                            75,790        767
- -----------------------------------------------------------------------------
Telefonica del Peru (Class B) ADR (USD)                   253,318      3,816
- -----------------------------------------------------------------------------
Total Peru (Cost $6,510)                                               4,583

VENEZUELA==2.0%
Common Stocks  2.0%
Compania Anonima Nacional Telefonos de Venezuela
        (Class D) ADR (USD)                               167,858   $  4,616
- -----------------------------------------------------------------------------
Total Venezuela (Cost $5,883)                                          4,616
SHORT-TERM=INVESTMENTS==5.3%
Money Market Funds  5.3%
Reserve Investment Fund, 5.01% #                       12,532,484     12,532
- -----------------------------------------------------------------------------
Total Short-Term Investments (Cost $12,532)                           12,532
- -----------------------------------------------------------------------------
=Total=Investments=in=Securities
 101.4% of Net Assets (Cost $243,084)                               $237,134

 Other Assets Less Liabilities                                        (3,164)

 NET ASSETS                                                         $233,970

================================================================================
     *  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 period-end amounts
        to 3.6% of net assets.
   ADR  American depository receipt
   ADS  American depository share
   GDR  Global depository receipt
   USD  U.S. dollar
- --------------------------------------------------------------------------------
  The accompanying notes are an integral part of these financial statements.
================================================================================

<PAGE>

T. Rowe Price Latin America Fund
- --------------------------------
Unaudited                                                        April 30, 1999

STATEMENT OF ASSETS AND LIABILITIES
- -----------------------------------
                                                                  In thousands
  Assets
  Investments in securities, at value (cost $243,084)               $ 237,134
  Securities lending collateral                                        17,000
  Other assets                                                          2,141
- ------------------------------------------------------------------------------
  Total assets                                                        256,275

==Liabilities
  Obligation to return securities lending collateral                   17,000
  Other liabilities                                                     5,305
- ------------------------------------------------------------------------------
  Total liabilities                                                    22,305

  NET ASSETS                                                        $ 233,970

  Net Assets Consist of:
  Accumulated net investment income - net of distributions          $   2,118
  Accumulated net realized gain/loss - net of distributions           (47,308)
  Net unrealized gain (loss)                                           (5,954)
  Paid-in-capital applicable to 27,193,004 shares of
  $0.01 par value capital stock outstanding;
  2,000,000,000 shares of the Corporation authorized                  285,114

  NET ASSETS                                                        $ 233,970

  NET ASSET VALUE PER SHARE                                         $    8.60

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

<PAGE>

T. Rowe Price Latin America Fund
- --------------------------------
Unaudited
STATEMENT OF OPERATIONS
In thousands
                                                                      6 Months
                                                                         Ended
                                                                       4/30/99
                                                                       -------
Investment Income
Income
   Dividend (net of foreign taxes of $ 372)                        $    3,530
   Interest                                                               249
   Total income                                                         3,779
Expenses
      Investment management                                             1,003
      Shareholder servicing                                               404
      Custody and accounting                                               92
      Prospectus and shareholder reports                                   52
      Legal and audit                                                       9
      Registration                                                          8
      Directors                                                             3
      Miscellaneous                                                         1
      Total expenses                                                    1,572
      Expenses paid indirectly                                             (1)
      Net expenses                                                      1,571
Net investment income                                                   2,208
Realized and Unrealized Gain (Loss)
Net realized gain (loss)
      Securities                                                      (31,769)
      Foreign currency transactions                                    (1,040)
      Net realized gain (loss)                                        (32,809)
Change in net unrealized gain or loss
      Securities                                                       69,503
      Other assets and liabilities
      denominated in foreign currencies                                    27
      Change in net unrealized gain or loss                            69,530

Net realized and unrealized gain (loss)                                36,721

INCREASE (DECREASE) IN NET
ASSETS FROM OPERATIONS                                             $   38,929

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

<PAGE>

T. Rowe Price Latin America Fund
- --------------------------------
Unaudited
Statement of Changes in Net Assets
In thousands
                                                        6 Months          Year
                                                          Ended          Ended
                                                        4/30/99       10/31/98
==Increase=(Decrease)=in=Net=Assets============================================
  Operations
   Net investment income                             $    2,208    $     4,447
   Net realized gain (loss)                             (32,809)        11,412
   Change in net unrealized gain or loss                 69,530        (80,072)
- -------------------------------------------------------------------------------
   Increase (decrease) in net assets from operations     38,929        (64,213)
- -------------------------------------------------------------------------------
  Distributions to shareholders
   Net investment income                                 (3,788)        (4,783)
- -------------------------------------------------------------------------------
  Capital share transactions *
   Shares sold                                           65,674         93,003
   Distributions reinvested                               3,608          4,554
   Shares redeemed                                      (75,305)      (222,813)
   Redemption fees received                                  91            947
   Increase (decrease) in net assets from capital
   share transactions                                    (5,932)      (124,309)
==Net=Assets===================================================================
  Increase (decrease) during period                      29,209       (193,305)
  Beginning of period                                   204,761        398,066
  End of period                                      $  233,970    $   204,761
- --------------------------------------------------------------------------------
*Share information
   Shares sold                                            9,029         10,587
   Distributions reinvested                                 546            434
   Shares redeemed                                      (10,736)       (24,125)
- -------------------------------------------------------------------------------
   Increase (decrease) in shares outstanding             (1,161)       (13,104)

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

<PAGE>
T. Rowe Price Latin America Fund
- --------------------------------
Unaudited
April 30, 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 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.

     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
accepted accounting principles.  Expenses paid indirectly reflect credits earned
on daily,  uninvested cash balances at the custodian,  used to reduce the fund's
custody charges.
<PAGE>
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 April 30, 1999, 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.  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 April 30,  1999,  the value of
loaned securities was $17,000,000; aggregate collateral consisted of $17,000,000
in the securities lending collateral pool.

     Other  Purchases and sales of portfolio  securities,  other than short-term
securities,  aggregated $33,490,000 and $42,685,000,  respectively,  for the six
months ended April 30, 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. As of October 31, 1998, the fund had capital loss  carryforwards
for federal  income tax purposes of  $14,499,000,  all of which expires in 2004.
The fund intends to retain gains  realized in future  periods that may be offset
by available capital loss carryforwards.

     At April 30, 1999, the cost of investments  for federal income tax purposes
was substantially the same as for financial reporting and totaled  $243,084,000.
Net unrealized  loss aggregated  $5,950,000 at period end, of which  $24,126,000
related to appreciated investments and $30,076,000 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 $184,000 was payable
at April 30, 1999. 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 April 30, 1999, and for the six months 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.
<PAGE>

     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  $389,000 for
the six months ended April 30, 1999, of which $92,000 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 0.7% of the outstanding shares of the fund at April 30, 1999.
For the six  months  then  ended,  the fund was  allocated  $4,000  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 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 six  months  ended  April 30,  1999,  totaled
$154,000 and are reflected as interest income in the  accompanying  Statement of
Operations.

     During the six months  ended  April 30,  1999,  the fund,  in the  ordinary
course  of  business,  placed  security  purchase  and sale  orders  aggregating
$15,999,000  with  certain  affiliates  of the manager and paid  commissions  of
$46,000 related thereto.
================================================================================
<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 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
appropriate to the fund or
funds covered in this report.

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

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

4410 ArrowsWest Drive
Colorado Springs, CO 80907

Warner Center Plaza 5
Mezzanine Level 21800 Oxnard
Street, Suite 270 Woodland
Hills, CA 91367
(OPENS MID-JUNE)

T. Rowe Price Investment Services, Inc., Distributor.          F97-051  4/30/99


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