PRICE T ROWE INTERNATIONAL FUNDS INC
N-30D, 2000-12-08
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<PAGE>

                                  T. Rowe Price
--------------------------------------------------------------------------------
                                  Annual Report
                                   Japan Fund
--------------------------------------------------------------------------------
                                October 31, 2000
================================================================================
REPORT HIGHLIGHTS
-----------------
JAPAN FUND
----------
*    Japan's markets  suffered a significant  setback as investors  fretted over
     corporate earnings and government policies.
*    Reflecting  market  weakness,  the fund posted a 20.12%  six-month  decline
     after the superb gains of 1999.
*    Despite  the  poor  market,  we  were  encouraged  by  better-than-expected
     earnings in several industries and continued corporate restructuring.
*    Technology, media, and telecommunications stocks remain at the heart of the
     portfolio.

================================================================================
UPDATES AVAILABLE
-----------------
     For  updates  on T. Rowe Price  funds  following  the end of each  calendar
quarter, please see our Web site at www.troweprice.com.

FELLOW SHAREHOLDERS
-------------------
     After the exceptional  gains of 1999,  Japan's market retrenched in the six
months ended  October 31, 2000.  While  attempts at  corporate  reform  remained
positive,  the  "medicine"  that  will,  over  time,  improve  the health of the
business sector -- bankruptcies of weak  businesses,  rising  unemployment,  and
heavy stock  selling by banks looking to reduce their  crossholdings  -- weighed
the local  indices  down.  International  factors,  such as  weakness  in global
technology demand and selling by foreign investors, also depressed stock prices.

     Your fund was not spared the damage,  falling more than 20% for the period.
Weakness was broadly based, and only a few cyclical and defensive  sectors rose.
Banks, pharmaceuticals,  and consumer goods declined moderately, but telecom and
technology stocks fell more sharply.  Fortunately,  strong gains by your fund at
the end of 1999 and early in 2000 helped trim losses for the full year to 14.61%
--  disappointing,  certainly,  but better  than our  benchmark  indices and our
Lipper peer group.


<PAGE>

MARKET REVIEW
-------------

PERFORMANCE COMPARISON
----------------------
Periods Ended 10/31/00           6 Months       12 Months
----------------------           --------       ---------
Japan Fund                        -20.12%        -14.61%
TSE First Section Index           -17.16         -15.66
TSE Second Section Index          -18.80         -17.15
Lipper Japanese Funds Average     -20.04         -16.10


     Japan  continues  to  exhibit  significant   complexity  in  the  economic,
corporate,  and  political  spheres,  which  has  proven  daunting  not  just to
international investors, but also to Japan's consumers and shareholders. Yet the
process of reform,  which helped to drive the market's  triple-digit  advance in
1999,  remains in place and is visibly  benefiting  the  economy  and  corporate
earnings in some sectors.

     For example, Japan is no longer technically in recession, since the economy
grew in the first and second quarters of 2000. Annualized second-quarter GDP was
higher  than  anticipated,  and  industrial  production  was  solid in the third
quarter.  However,  strength  was  limited to major  manufacturers.  The Bank of
Japan's quarterly Tankan Survey in September  confirmed that business confidence
among large manufacturing firms was better than expected, in contrast to that of
nonmanufacturi ng and smaller firms. Capital expenditure was also heavily skewed
toward large  manufacturers.  Nonetheless,  perceiving  the economy to be stable
enough to withstand a slight  interest rate  increase,  The Bank of Japan raised
rates from near 0% to 0.25% in August.

     Corporate earnings expectations for the current fiscal year were repeatedly
revised upward  throughout the summer and were a major source of  encouragement.
This was especially true among  technology  companies,  with NEC,  Toshiba,  and
Kyocera,  among others,  raising their  forecasts.  While retail  figures remain
weak, demand for digital consumer products such as cameras (Canon),  DVD players
(MEI),  and camcorders and game consoles  (Sony) are buoyant and seem poised for
further strong growth into 2001.

Corporate Reforms Continue
--------------------------
     The fiscal year 1999 earnings  results  released this past spring confirmed
that corporate Japan, at least at the top echelon, has been generally successful
in cutting costs and moving forward in restructuring  efforts.  For example, the
issuance of stock options for senior employees grew rapidly.  Of the 200 largest
public  firms by market  capitalization,  60 now  offer  stock  option  schemes,
compared with 29 in 1998 and only 14 in 1997. Many previously conservative firms
have introduced stock options as part of wholesale  restructuring plans, notably
Kyocera, Hitachi, and Shiseido.


<PAGE>

*******************************

there are clear signs that
corporate restructuring
and merger and acquisition
activity are shifting . . .
to more meaningful and
longer-lasting corporate
reengineering efforts.

*******************************

     Our  review of recent  annual  reports  confirmed  to us that  Japan's  top
corporations have embraced critical accounting  changes,  such as more efficient
tax accounting and tighter pension funding. Taken together,  these changes are a
material  step  toward  improving   corporate   transparency  and  narrowing  an
accounting credibility gap between Japan and the U.S. In addition, sales of bank
cross-shareholdings  accelerated.  The Tokyo banks have used these sales to help
cover the costs of increased  information  technology investment and a new round
of bad debt  provisions.  Total stock sales  during the current  fiscal year are
estimated to reach between three and four trillion yen.

     Finally, there are clear signs that corporate  restructuring and merger and
acquisition  activity  are  shifting  away from mere  cost-cutting  or defensive
exercises to more meaningful and longer-lasting corporate reengineering efforts.
Companies  have absorbed  affiliates and acquired  competitors  more overtly and
with a clearer purpose than ever before. Sony has absorbed affiliates  including
Sony Music  Entertainment,  Sony  Chemicals,  and Sony  Precision  while  making
strategic acquisitions of Tokyu Cable Television and Fujitsu Hitachi Plasma.

Investors Remain Unsettled
--------------------------
     Despite these  improvements,  the economy and markets  still  suffered from
weak consumer  sentiment.  Japanese families have been reluctant to loosen their
purse strings,  as corporate  restructurings  and rising  bankruptcies have kept
unemployment above historic levels. Consumers have also become suspicious of the
national  pension  and  health  plans'  ability to meet the  growing  demands of
Japan's sizable over-55 population.

     The  continuing  fragility  of  economic  recovery  led the  government  to
announce  an economic  stimulus  package of 11  trillion  yen ($105  billion) in
October.  However,  the package only attracted  criticism from the international
investment  community  because  Japan's  debt is already 130% of GDP, and fiscal
spending  is only a  short-term  fix  that  postpones  painful,  but  essential,
structural  changes.  Ultimately,  ratings  agency Moody's  downgraded  Japanese
government debt.

     Investor sentiment became correspondingly  fragile, weighed down further by
concerns over the yen, rising U.S.  interest  rates,  an increasingly  unpopular
coalition  government,  and  weakness  among  international  technology  stocks.
Consequently,  foreign  investors  were net  sellers of $20  billion in Japanese
equities in the past six months.
<PAGE>

The Government Loses Footing
----------------------------
     In the political arena, local opinion of the Liberal Democratic Party (LDP)
coalition led by Prime Minister Yoshio Mori has gone from bad to worse. In Lower
House elections in June, the LDP coalition lost its  parliamentary  majority and
only  barely  won  an  effective  majority  and  control  of  key  parliamentary
committees.  Yet the  government  persists  in  unpopular  efforts  to bail  out
debt-riddled  companies,  particularly  in the  construction  industries.  These
negotiations  smacked  of  old-style  political   expediency,   given  that  the
construction  industry is both a major  employer and a key pillar of support for
the LDP.

     Furthermore,  the  coalition  has  been  plagued  by  scandals  this  year,
resulting in the resignation of former Prime Minister Noboru Takeshita and, more
recently, the chief cabinet secretary, Hidenao Nakagawa. Polls show that popular
support for Mori has fallen below 15%.  Though the LDP leadership does not admit
it publicly,  the underlying political machine appears to be accelerating toward
a change of leadership.

Update on New Markets
---------------------
     Japan continues to develop its small and mid-cap technology markets. Nasdaq
Japan, a joint venture between the U.S. Nasdaq and Softbank,  started trading in
June and has experienced early success. Although the pace of new listings may be
somewhat tempered in the current environment, the CEO confidently predicted that
120  companies  will be trading in this market by next summer,  including  those
expected to move from existing markets such as Jasdaq. The scope of Nasdaq Japan
is potentially vast, with the possibility of truly global trading.

     So far,  listings on the TSE's Mothers market created in December 1999 have
performed much worse, due to investor wariness toward new Japanese companies and
low trading liquidity.  In many cases, the companies in this market are still in
their infancy and lack profits and  liquidity.  The absence of stricter  listing
requirements (unlike Nasdaq Japan) has invited abuse, as confirmed by the recent
arrest of the former president of Liquid Audio Japan.

PORTFOLIO STRATEGY
------------------
     Given the  overvaluation  of the Japanese equity market at the beginning of
this  year,  and  particularly  the  technology,  media,  and  telecommunication
sectors,  our  portfolio  strategy  was  conservative.  We  rigorously  reviewed
holdings in an effort to reduce our risk  against the  market.  As a result,  we
trimmed the portfolio  from 75 stocks at the end of April to 66.

     We continued to seek stocks with  sustainable  earnings growth prospects at
reasonable valuations. We added KANEKA, a resins and synthetic fibers specialist
that has longer-term growth potential in the intermediary drug business. We also
added to our holdings in YAKULT HONSHA,  a dairy products maker, and established
a position in BANYU PHARMACEUTICAL,  the Merck-affiliated pharmaceutical company
in Japan.


<PAGE>

        ****************************************************************

     Industry  Diversification  pie chart here.  Capital Equipment 28%, Consumer
Goods 26%,  Services 16%,  Financial  20%,  Materials 4%, Other and Reserves 6%.
Based on net assets as of 10/31/00.

        ****************************************************************

     We  remained   light  in   construction   stocks.   The  recent  flurry  of
announcements  and rumors of debt  forgiveness  for  construction  firms did not
change the industry's fundamental  unattractiveness.  Significant  overcapacity,
continued  ownership  of  unprofitable  golf  courses,  hotels,  and real estate
developments,  and  over-reliance  on  public-sector  contracts were  structural
impediments  to  sustainable  growth.  Aggregate  net  debt  for  the  24  major
construction  firms at the end of the period stood at 6.2 trillion yen, creating
an average net debt/equity ratio of a scary 326%.

     BRIDGESTONE  was  hit  hard in  August  by U.S.  government  inquiries  and
subsequent  lawsuits alleging auto fatalities caused by faulty Firestone branded
tires (Firestone is Bridgestone's U.S.  subsidiary).  We sold out of our already
reduced  position in  Bridgestone  early in the scandal as we felt the  Japanese
media and the equity market underestimated the seriousness of the allegations.

     We trimmed exposure to  telecommunications,  media, and technology  stocks,
although we kept core holdings such as CANON, MURATA MANUFACTURING, and KYOCERA.
Hardware   component  makers  were  hurt  by  concerns  about  demand  for  PCs,
semiconductors,  and mobile-telecom  related parts. Suppliers including Kyocera,
Murata, TOSHIBA, and NEC announced better-than-expected results and raised their
forecasts,  but fears  about the  future  caused  their  stocks to fall over the
six-month  period.  We  established  a  position  in  Toshiba  during the recent
weakness.

     The electronics giants were relatively strong. Canon gained market share as
competitors  such as  Xerox  struggled  and was a  leader  for  the  past  year.
MATSUSHITA  ELECTRIC  INDUSTRIAL,  better known in the U.S. under the brand name
Panasonic,  performed strongly for the six months.  SONY, however,  disappointed
investors by  revealing  that the eagerly  awaited U.S.  launch of its new games
console,  PlayStation 2 (PS2), was halved due to component shortages.  Quarterly
results were correspondingly weak, and the stock suffered.

     We  kept  a  close  eye on  Japan's  government-controlled  telecom  NIPPON
TELEGRAPH  &  Telephone  and  mobile  subsidiary  NTT  DOCOMO,  though  we  were
underweighted in NTT. NTT experienced some regulatory pressure on its rates, and
continued  government  sales of its  shares  kept the stock  price down over the
period,  even  though  the  company  acquired  U.S.  Web-host  firm  Verio.  The
government's   stake  in  NTT  is  now  down  to  46%.   Subscriptions   to  the
Internet-compatible  "i-mode" service of N TT DoCoMo outstripped forecasts,  and
the firm  expanded  abroad,  buying  stakes  in Dutch  and U.K.  mobile  telecom
operators,  as well as  signing  a  strategic  alliance  with AOL and  acquiring
control of AOL's Japanese subsidiary.
<PAGE>

     Bankruptcies  by  companies  holding  large  loans  pushed bank stocks down
again.  We mostly  avoided the Tokyo  banks,  although we added  modestly to our
holdings  during recent  weakness.  As investors  continued to avoid telecom and
technology  stocks,  the banking sector recovered gently. We also maintained our
positions in brokerage  companies  NOMURA  SECURITIES and COSMO  SECURITIES even
though  prices  fell  because we  believe  that  brokerages  will  benefit  from
increased consumer interest in newly developed investment and retirement savings
products.

OUTLOOK
-------
     We anticipate the Japanese  economy will grow modestly over the next six to
12 months.  The  government  projects GDP growth for this fiscal year of 2.0% to
2.5%, but we think the Economic Planning Agency's more cautious estimate of 1.5%
is more  appropriate.  We are  bullish  on the  outlook  for  corporate  capital
expenditures,  but we  expect  personal  consumption  to remain  lackluster  and
government  spending to be constrained by increased fiscal  restraint.  The fund
reflects  these  assumptions,  as we are  cautious  in our  exposure to cyclical
sectors such as retail, housing, building materials,  steel, forestry and paper,
and construction.

     We remain  positive on electronics  stocks  because the current  technology
cycle seems far from over.  Among new  technologies,  Bluetooth is  particularly
interesting.  It allows  electronic  devices to communicate with each other over
short distances using short-wave radio frequencies. The primary applications for
Bluetooth will be cellular handsets, wireless headsets, PCs, notebooks, laptops,
and PDAs. Over 1,900  companies have now signed up to use and market  Bluetooth.
Japanese  beneficiaries of Bluetooth held in our portfolios  include Toshiba,  a
founding  member  of  the  Bluetooth  consortium,   and  Sony,  TDK,  MATSUSHITA
COMMUNICATION INDUSTRIAL, SHARP, and FUJITSU.

     Market  volatility  may continue as  investors'  preferences  shift between
established but slower-growth  companies and those with more exciting,  but less
certain,  prospects.  Uncertainty in the  technology  sector and high oil prices
could aggravate stock market nervousness.

     However, valuations reflect these uncertainties,  and once markets complete
their  adjustments,  we look for performance to improve.  We anticipate that the
best companies will emphasize  fundamentals  and maintain a renewed  respect for
sustainable  earnings  and  strong  management.  As  always,  we will  focus  on
identifying, researching, and tracking such companies.

Respectfully submitted,

/s/

John R. Ford
President, T. Rowe Price International Funds, Inc.

November 24, 2000
================================================================================

<PAGE>

T. Rowe Price Japan Fund
------------------------
PORTFOLIO HIGHLIGHTS
--------------------
TWENTY-FIVE LARGEST HOLDINGS
----------------------------
                                                                  Percent of
                                                                  Net Assets
                                                                    10/31/00
-----------------------------------------------------------------------------
NTT DoCoMo                                                              3.9%
-----------------------------------------------------------------------------
Sony                                                                    3.2
-----------------------------------------------------------------------------
Canon                                                                   3.2
-----------------------------------------------------------------------------
Yakult Honsha                                                           3.2
-----------------------------------------------------------------------------
Kyocera                                                                 2.8
-----------------------------------------------------------------------------
Sanyo Electric                                                          2.7
-----------------------------------------------------------------------------
Nomura Securities                                                       2.7
-----------------------------------------------------------------------------
Sanwa Bank                                                              2.4
-----------------------------------------------------------------------------
Rohm                                                                    2.3
-----------------------------------------------------------------------------
Murata Manufacturing                                                    2.2
-----------------------------------------------------------------------------
Matsushita Electric Industrial                                          2.1
-----------------------------------------------------------------------------
Matsushita Communication Industrial                                     2.1
-----------------------------------------------------------------------------
Koyo Seiko                                                              2.1
-----------------------------------------------------------------------------
Honda Motor                                                             2.0
-----------------------------------------------------------------------------
Mitsui Fudosan                                                          2.0
-----------------------------------------------------------------------------
Tokyo Electron                                                          2.0
-----------------------------------------------------------------------------
Nippon Telegraph & Telephone                                            1.9
-----------------------------------------------------------------------------
Aiful                                                                   1.7
-----------------------------------------------------------------------------
Toys "R" Us-Japan                                                       1.7
-----------------------------------------------------------------------------
Daiwa Securities                                                        1.6
-----------------------------------------------------------------------------

<PAGE>

Toyo Information                                                        1.6
-----------------------------------------------------------------------------
Toshiba                                                                 1.6
-----------------------------------------------------------------------------
Kaneka                                                                  1.6
-----------------------------------------------------------------------------
Fanuc                                                                   1.6
-----------------------------------------------------------------------------
Goldcrest                                                               1.6
-----------------------------------------------------------------------------
Total                                                                  55.8%

Note: Table excludes reserves.
================================================================================
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.

                  TSE First      Lipper Japanese
                Section Index     Funds Average          Japan Fund
                -------------     -------------          ----------
12/30/91            10000             10000                 10000
10/31/92             7560              7886                  8580
10/31/93            10944             10974                 11580
10/31/94            11901             12338                 12652
10/31/95            10049             10533                 11024
10/31/96             9925             10428                 10589
10/31/97             7731              8512                  9357
10/31/98             6471              7304                  7889
10/31/99            10911             13020                 15990
10/31/00             9202             11107                 13653


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 10/31/00        1 Year   3 Years   5 Years   Inception       Date
----------------------        ------   -------   -------   ---------       ----
Japan Fund                   -14.61%    13.42%     4.37%       3.59%   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.

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

<PAGE>

T. Rowe Price Japan Fund
------------------------
For a share outstanding throughout each period

FINANCIAL HIGHLIGHTS
--------------------
                              Year
                             Ended
                          10/31/00  10/31/99    10/31/98   10/31/97   10/31/96
NET ASSET VALUE
Beginning of period      $  13.62   $   6.72   $   7.97   $   9.02   $   9.39
------------------------------------------------------------------------------
Investment activities
 Net investment
     income(loss)           (0.06)     (0.02)     (0.03)     (0.03)     (0.05)
 Net realized and
 unrealized gain (loss)     (1.92)      6.92      (1.22)     (1.02)     (0.32)
------------------------------------------------------------------------------
 Total from
 investment activities      (1.98)      6.90      (1.25)     (1.05)     (0.37)
------------------------------------------------------------------------------
Distributions
  Net realized gain         (0.05)         -          -          -          -
------------------------------------------------------------------------------
NET ASSET VALUE
End of period            $  11.59   $  13.62   $   6.72   $   7.97   $   9.02

Ratios/Supplemental Data
Total return**            (14.61)%   102.68%    (15.68)%   (11.64)%   (3.94)%
------------------------------------------------------------------------------
Ratio of total expenses
to average net assets        1.09%      1.14%      1.32%      1.24%      1.32%
------------------------------------------------------------------------------
Ratio of net investment
income (loss) to average
net assets                 (0.38)%   (0.27)%    (0.37)%    (0.39)%    (0.48)%
------------------------------------------------------------------------------
Portfolio turnover rate     59.5%      58.8%      66.9%      32.3%      29.8%
------------------------------------------------------------------------------
Net assets,end of period
(in thousands)           $ 309,686  $ 513,739  $ 150,949  $ 170,830  $ 167,118
------------------------------------------------------------------------------

**   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.

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

<PAGE>

T. Rowe Price Japan Fund
------------------------                                      October 31, 2000
PORTFOLIO OF INVESTMENTS
------------------------                                          In thousands
                                                           Shares        Value
                                                           ------        -----
JAPAN  93.8%

Common Stocks  93.8%
Capital Equipment  27.5%
Canon                                                      247,000   $    9,802
--------------------------------------------------------------------------------
Fanuc                                                       54,700        4,913
--------------------------------------------------------------------------------
Fujitsu                                                    210,000        3,741
--------------------------------------------------------------------------------
Funai Electric *                                            15,000        1,133
--------------------------------------------------------------------------------
Hirose Electric                                             28,800        3,326
--------------------------------------------------------------------------------
Hitachi                                                     18,000          193
--------------------------------------------------------------------------------
Koyo Seiko                                                 922,000        6,523
--------------------------------------------------------------------------------
Kyocera                                                     66,800        8,693
--------------------------------------------------------------------------------
Matsushita Communication Industrial                         50,000        6,553
--------------------------------------------------------------------------------
Murata Manufacturing                                        56,000        6,703
--------------------------------------------------------------------------------
NEC                                                        223,000        4,251
--------------------------------------------------------------------------------
Nidec                                                       32,900        2,017
--------------------------------------------------------------------------------
Nissho Electronics                                         144,000        3,035
--------------------------------------------------------------------------------
Rohm                                                        28,600        7,210
--------------------------------------------------------------------------------
Sanden                                                     390,000        1,880
--------------------------------------------------------------------------------
Shimadzu                                                   586,000        2,078
--------------------------------------------------------------------------------
TDK                                                         19,500        1,966
--------------------------------------------------------------------------------
Tokyo Electron                                              78,000        6,105
--------------------------------------------------------------------------------
Toshiba                                                    700,000        5,004
--------------------------------------------------------------------------------
Total Capital Equipment                                                  85,126
--------------------------------------------------------------------------------


<PAGE>

Consumer Goods  25.8%
Banyu Pharmaceutical                                       159,000        3,410
--------------------------------------------------------------------------------
e-LUX *                                                    518,000        1,614
--------------------------------------------------------------------------------
Honda Motor                                                178,000        6,150
--------------------------------------------------------------------------------
Kao                                                        106,000        3,177
--------------------------------------------------------------------------------
Matsushita Electric Industrial                             229,000        6,653
--------------------------------------------------------------------------------
Santen Pharmaceutical                                      194,000        3,831
--------------------------------------------------------------------------------
Sanyo Electric                                           1,117,000        8,497
--------------------------------------------------------------------------------
Sharp                                                      289,000   $    3,682
--------------------------------------------------------------------------------
Shiseido                                                   287,000        3,709
--------------------------------------------------------------------------------
Sony                                                       123,200        9,846
--------------------------------------------------------------------------------
Sumitomo Rubber Industries                                 724,000        3,450
--------------------------------------------------------------------------------
Takeda Chemical Industries                                  44,000        2,899
--------------------------------------------------------------------------------
Toys "R" Us-Japan *                                         38,000        5,189
--------------------------------------------------------------------------------
Yakult Honsha                                              857,000        9,770
--------------------------------------------------------------------------------
Yamaha Motor                                               529,000        4,116
--------------------------------------------------------------------------------
Yamanouchi Pharmaceutical                                   85,000        3,848
--------------------------------------------------------------------------------
Total Consumer Goods                                                     79,841
--------------------------------------------------------------------------------

Financial  20.5%
Aiful                                                       65,900        5,194
--------------------------------------------------------------------------------
Cosmo Securities *                                       3,022,000        4,653
--------------------------------------------------------------------------------
Daiwa Securities                                           459,000        5,086
--------------------------------------------------------------------------------
Goldcrest                                                   52,100        4,885
--------------------------------------------------------------------------------
Mitsui Fudosan                                             505,000        6,118
--------------------------------------------------------------------------------
Mizuho Holdings *                                              617        4,744
--------------------------------------------------------------------------------
Nomura Securities                                          397,000        8,423
--------------------------------------------------------------------------------
Sakura Bank *                                              338,000        2,463
--------------------------------------------------------------------------------
Sanwa Bank                                                 842,000        7,485
--------------------------------------------------------------------------------

<PAGE>

Shohkoh Fund                                                14,230        1,168
--------------------------------------------------------------------------------
Sumitomo Bank                                              396,000        4,809
--------------------------------------------------------------------------------
Suruga Bank                                                342,000        4,695
--------------------------------------------------------------------------------
Takefuji                                                    36,700        3,632
--------------------------------------------------------------------------------
Total Financial                                                          63,355
--------------------------------------------------------------------------------

Materials  3.7%
Kaneka                                                     507,000        4,925
--------------------------------------------------------------------------------
Pacific Metals *                                         1,623,000        2,142
--------------------------------------------------------------------------------
Shin-Etsu Chemical                                         110,000        4,517
--------------------------------------------------------------------------------
Total Materials                                                          11,584
--------------------------------------------------------------------------------

Services  16.3%
Fuji Television Network                                        329        3,618
--------------------------------------------------------------------------------
Internet Initiative ADR (USD) *                            107,979        2,720
--------------------------------------------------------------------------------
Ito-Yokado                                                  76,000        3,434
--------------------------------------------------------------------------------
Japan Business Computer                                     77,000   $    1,581
--------------------------------------------------------------------------------
Mitsubishi                                                 332,000        2,738
--------------------------------------------------------------------------------
Nippon Telegraph & Telephone                                   650        5,915
--------------------------------------------------------------------------------
NTT DoCoMo                                                     484       11,932
--------------------------------------------------------------------------------
Secom                                                       47,000        3,351
--------------------------------------------------------------------------------
Softbank                                                    50,400        3,025
--------------------------------------------------------------------------------
Sumisho Electronic                                          22,000          268
--------------------------------------------------------------------------------
Sumitomo                                                   318,000        2,798

<PAGE>

--------------------------------------------------------------------------------
Sunkus & Associates                                         67,300        2,005
--------------------------------------------------------------------------------
Tomen Electronics                                           23,500        1,055
--------------------------------------------------------------------------------
Toyo Information                                            74,000        5,019
--------------------------------------------------------------------------------
Trend Micro *                                               11,000        1,038
--------------------------------------------------------------------------------
Total Services                                                           50,497
--------------------------------------------------------------------------------
Total Japan (Cost $262,073)                                             290,403
--------------------------------------------------------------------------------

Short-Term Investments  6.8%
Money Market Funds  6.8%
Reserve Investment Fund, 6.68% #                        21,079,489       21,079
--------------------------------------------------------------------------------
Total Short-Term Investments (Cost $21,079)                              21,079

Total Investments in Securities
100.6% of Net Assets (Cost $283,152)                                 $  311,482

Other Assets Less Liabilities                                            (1,796)

NET ASSETS                                                           $  309,686

    #  Seven-day yield
    *  Non-income producing
  ADR  American depository receipt
  USD  U.S. dollar

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

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

<PAGE>

T. Rowe Price Japan Fund
------------------------                                       October 31, 2000

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

ASSETS
------
Investments in securities, at value (cost $283,152)                $    311,482
Securities lending collateral                                            43,168
Other assets                                                             17,693

Total assets                                                            372,343

LIABILITIES
-----------
Obligation to return securities lending collateral                       43,168
Other liabilities                                                        19,489

Total liabilities                                                        62,657

NET ASSETS                                                         $    309,686

Net Assets Consist of:

Accumulated net realized gain/loss - net of distributions          $     30,520
Net unrealized gain (loss)                                               28,304
Paid-in-capital applicable to 26,724,339 shares of
$0.01 par value capital stock outstanding;
2,000,000,000 shares of the Corporation authorized                      250,862

NET ASSETS                                                         $    309,686

NET ASSET VALUE PER SHARE                                          $      11.59

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

================================================================================
T. Rowe Price Japan Fund
------------------------
STATEMENT OF OPERATIONS
-----------------------                                            In thousands

                                                                           Year
                                                                          Ended
                                                                       10/31/00
                                                                       --------
Investment Income (Loss)
Income
  Dividend (net of foreign taxes of $310)                           $     1,758
  Interest                                                                1,172
  Securities lending                                                        285
--------------------------------------------------------------------------------
  Total income                                                            3,215
--------------------------------------------------------------------------------

<PAGE>

Expenses
  Investment management                                                   3,735
  Shareholder servicing                                                     789
  Custody and accounting                                                    261
  Prospectus and shareholder reports                                         85
  Registration                                                               43
  Legal and audit                                                            27
  Directors                                                                   7
  Miscellaneous                                                               6
--------------------------------------------------------------------------------
  Total expenses                                                          4,953
  Expenses paid indirectly                                                   (3)
--------------------------------------------------------------------------------
  Net expenses                                                            4,950
--------------------------------------------------------------------------------
Net investment income (loss)                                             (1,735)
--------------------------------------------------------------------------------
Realized and Unrealized Gain (Loss)
Net realized gain (loss)
  Securities                                                             68,772
  Futures                                                                     2
  Foreign currency transactions                                             892
--------------------------------------------------------------------------------
  Net realized gain (loss)                                               69,666
--------------------------------------------------------------------------------
Change in net unrealized gain or loss
  Securities                                                           (112,093)
  Other assets and liabilities
  denominated in foreign currencies                                         (31)
--------------------------------------------------------------------------------
  Change in net unrealized gain or loss                                (112,124)
--------------------------------------------------------------------------------
Net realized and unrealized gain (loss)                                 (42,458)
--------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET
ASSETS FROM OPERATIONS                                              $   (44,193)

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

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

<PAGE>

T. Rowe Price Japan Fund
------------------------
STATEMENT OF CHANGES IN NET ASSETS
----------------------------------                                 In thousands
                                                          Year
                                                         Ended
                                                      10/31/00        10/31/99
                                                      --------        --------
Increase (Decrease) in Net Assets
Operations
  Net investment income (loss)                      $   (1,735)    $     (762)
  Net realized gain (loss)                              69,666         43,843
  Change in net unrealized gain or loss               (112,124)       161,407
------------------------------------------------------------------------------
  Increase (decrease) in net assets from operations    (44,193)       204,488
------------------------------------------------------------------------------
Distributions to shareholders
  Net realized gain                                     (1,876)             -
------------------------------------------------------------------------------
Capital share transactions *
  Shares sold                                          439,185        439,514
  Distributions reinvested                               1,822              -
  Shares redeemed                                     (598,991)      (281,212)
------------------------------------------------------------------------------
  Increase (decrease) in net assets from capital
  share transactions                                  (157,984)       158,302
------------------------------------------------------------------------------
Net Assets
Increase (decrease) during period                     (204,053)       362,790
Beginning of period                                    513,739        150,949
------------------------------------------------------------------------------
End of period                                       $  309,686     $  513,739
==============================================================================

*Share information
  Shares sold                                           31,432         42,892
  Distributions reinvested                                 125              -
  Shares redeemed                                      (42,545)       (27,654)
------------------------------------------------------------------------------
  Increase (decrease) in shares outstanding            (10,988)        15,238

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

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

<PAGE>

T. Rowe Price Japan Fund
------------------------                                        October 31, 2000

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 fund seeks long-term growth of capital through  investments in common stocks
of companies located, or with primary operations, in Japan.

     The  accompanying  financial  statements  were prepared in accordance  with
generally  accepted  accounting  principles,  which require the use of estimates
made by fund management.

     VALUATION  Equity  securities  are valued at the last quoted sales price at
the time the  valuations  are made. A security  that 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.

     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   denominated  in  foreign
currencies  are  translated  into U.S.  dollar values each day at the prevailing
exchange  rate,  using the mean of the bid and offer  prices of such  currencies
against U.S.  dollars quoted by a major bank.  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 net  investment  income  and  realized  gains
determined in accordance with generally accepted accounting principles. Expenses
paid indirectly  reflect credits earned on daily uninvested cash balances at the
custodian and are 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.

     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, 2000,  the value of
loaned securities was $41,007,000; aggregate collateral consisted of $43,168,000
in the securities lending collateral pool.

     OTHER  Purchases and sales of portfolio  securities,  other than short-term
securities, aggregated $257,925,000 and $401,947,000, respectively, for the year
ended October 31, 2000.

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. In 2000, the fund utilized all of its $3,384,000 of capital loss
carryforwards for federal income tax purposes.

     In order for the fund's capital accounts and  distributions to shareholders
to  reflect  the  tax   character  of  certain   transactions,   the   following
reclassifications  were  made  during  the year  ended  October  31,  2000.  The
reclassifications  relate  primarily to a tax practice  that treats a portion of
the proceeds from each redemption of capital shares as a distribution of taxable
net investment  income and/or  realized  capital gain. The results of operations
and net assets were not affected by the increases/(decreases) to these accounts.


Undistributed net investment income                         $     1,735,000
Undistributed net realized gain                                 (32,404,000)
Paid-in-capital                                                  30,669,000


     At  October  31,  2000,  the cost of  investments  for  federal  income tax
purposes  was  substantially  the same as for  financial  reporting  and totaled
$283,152,000. Net unrealized gain aggregated $28,330,000 at period-end, of which
$55,103,000  related to appreciated  investments  and $26,773,000 to depreciated
investments.


<PAGE>

NOTE 4 - FOREIGN TAXES
----------------------

     The fund is subject to foreign income taxes imposed by certain countries in
which it invests. Foreign income taxes are accrued by the fund as a reduction of
dividend and interest income.

NOTE 5 - RELATED PARTY TRANSACTIONS
-----------------------------------

     The fund is managed by T. Rowe Price  International,  Inc. (the manager), a
wholly owned subsidiary of T. Rowe Price  Associates,  Inc. (Price  Associates).
The investment  management  agreement  between the fund and the manager provides
for an annual  investment  management  fee,  of which  $232,000  was  payable at
October 31, 2000. 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, 2000, 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
related  party  agreements  totaling  approximately  $690,000 for the year ended
October 31, 2000, of which $60,000 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,  Price Associates,  and, in the case of T. Rowe Price Spectrum
International,  T. Rowe Price  International.  Spectrum  International Fund held
approximately  1.7% of the  outstanding  shares of the Japan Fund at October 31,
2000.  For the year then  ended,  the fund was  allocated  $19,000  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 Price Associates.  The Reserve Funds are offered
as cash  management  options only to mutual funds and other accounts  managed by
Price  Associates or T. Rowe Price  International,  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,  2000,  totaled
$1,168,000 and are reflected as interest income in the accompanying Statement of
Operations.
<PAGE>

     During the year ended October 31, 2000, the fund, in the ordinary course of
business,  placed security purchase and sale orders aggregating $70,694,000 with
certain  affiliates  of the manager  and paid  commissions  of $104,000  related
thereto.

================================================================================
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, 2000, 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 accounting principles generally accepted in
       the United States of America.  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
       auditing  standards  generally  accepted in the United States of America,
       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, 2000 by correspondence with the custodian,
       provide a reasonable basis for our opinion.


       PricewaterhouseCoopers LLP

       Baltimore, Maryland
       November 17, 2000

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

<PAGE>

T. Rowe Price Japan Fund
------------------------
ANNUAL MEETING RESULTS
----------------------
     The T. Rowe Price Japan Fund held an annual meeting on October 25, 2000, to
approve a new investment management agreement,  elect directors to the fund, and
ratify the Board of Directors'  selection of  PricewaterhouseCoopers  LLP as the
fund's independent accountants.

     The results of voting were as follows (by number of shares):

FOR APPROVAL OF A NEW INVESTMENT MANAGEMENT AGREEMENT:

      Affirmative:  17,488,360.604
      Against:         413,019.864
      Abstain:         322,501.381
      Total:        18,223,881.849

FOR NOMINEES TO THE BOARD OF DIRECTORS OF THE JAPAN FUND:

  M. DAVID TESTA
      Affirmative:  17,721,521.031
      Withhold:        502,360.818
      Total:        18,223,881.849

  MARTIN G. WADE
      Affirmative:  17,718,278.455
      Withhold:        505,603.394
      Total:        18,223,881.849

  ANTHONY W. DEERING
      Affirmative:  17,734,805.074
      Withhold:        489,076.775
      Total:        18,223,881.849

  DONALD W. DICK, JR.
      Affirmative:  17,740,428.231
      Withhold:        483,453.618
      Total:        18,223,881.849

  PAUL M. WYTHES
      Affirmative:  17,717,693.424
      Withhold:        506,188.425
      Total:        18,223,881.849

TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS
LLP AS INDEPENDENT ACCOUNTANTS:

      Affirmative:  17,746,355.871
      Against:         239,940.410
      Abstain:         237,585.568
      Total:        18,223,881.849

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

<PAGE>

T. Rowe Price Japan Fund
------------------------
    TAX INFORMATION (UNAUDITED) FOR THE TAX YEAR ENDED 10/31/00
    -----------------------------------------------------------
     We are providing this information as required by the Internal Revenue Code.
The amounts  shown may differ  from those  elsewhere  in this report  because of
differences between tax and financial reporting requirements.

     The fund's distributions to shareholders included:

        *    $ 4,305,000 from short-term capital gains,
        *    $28,243,000 from long-term capital gains, subject to the
             20% rate gains category.

     The fund will pass through foreign source income of $1,846,000 and
     foreign taxes paid of $194,000.

================================================================================
T. Rowe Price Shareholder Services
----------------------------------
     INVESTMENT SERVICES AND INFORMATION
     -----------------------------------
          KNOWLEDGEABLE  SERVICE  REPRESENTATIVES
          -------------  -------  ---------------
               BY PHONE 1-800-225-5132 Available Monday through Friday from
               8 a.m. to 10 p.m. ET and weekends from 8:30a.m. to 5 p.m. ET.

               IN PERSON  Available in T. Rowe Price Investor Centers.

          ACCOUNT SERVICES
          ----------------
               CHECKING Available on most fixed-income funds ($500 minimum).

               AUTOMATIC INVESTING From your bank account or paycheck.

               AUTOMATIC WITHDRAWAL Scheduled, automatic redemptions.

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

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

          BROKERAGE SERVICES*
          -------------------
               INDIVIDUAL  INVESTMENTS Stocks, bonds, options,  precious
               metals, and other securities at a savings over full-service
               commission rates. **


<PAGE>

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

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

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

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

               INSIGHTS Educational reports on investment strategies and
               financial markets.

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

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

               **   Based  on a July  2000  survey  for  representative-assisted
                    stock trades.  Services vary by firm,  and  commissions  may
                    vary depending on size of order.

================================================================================
T. Rowe Price Mutual Funds
--------------------------
STOCK FUNDS
-----------
DOMESTIC
Blue Chip Growth
Capital Appreciation
Capital Opportunity
Developing Technologies
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*

<PAGE>

Real Estate
Science & Technology
Small-Cap Stock
Small-Cap  Value
Spectrum  Growth
Tax-Efficient  Growth
Total Equity Market Index
Value

INTERNATIONAL/GLOBAL
Emerging Europe & Mediterranean
Emerging Markets Stock
European Stock
Global  Stock
Global   Technology
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
Spectrum  Income
Summit GNMA
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 Tax-Free Bond


<PAGE>

INTERNATIONAL/GLOBAL
Emerging Markets 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,   which  contains  complete  information,
including fees and expenses. Read it carefully before investing.

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

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

<PAGE>

T. Rowe Price Advisory Services and Retirement Resources
--------------------------------------------------------
ADVISORY SERVICES, RETIREMENT RESOURCES
--------------------------------------------------------------------------------
          T.  Rowe  Price  is your  full-service  retirement
          specialist.  We  have  developed  unique  advisory
          services that can help you meet the most difficult
          retirement   challenges.   Our   broad   array  of
          retirement plans is suitable for individuals,  the
          self-employed, small businesses, corporations, and
          nonprofit    organizations.    We   also   provide
          recordkeeping,   communications,   and  investment
          management    services,    and   our   educational
          materials, self-help planning guides, and software
          tools are recognized as among the industry's best.
          For information or to request literature,  call us
          at  1-800-638-5660,  or  visit  our  Web  site  at
          WWW.TROWEPRICE.COM.

--------------------------------------------------------------------------------
ADVISORY SERVICES

          T. ROWE PRICE  RETIREMENT  INCOME MANAGER SM helps
          retirees or those  within two years of  retirement
          determine   how  much  income  they  can  take  in
          retirement. The program uses extensive statistical
          analysis  and  the  input  of  financial  planning
          professionals  to suggest an income plan that best
          meets your objectives.

          T. ROWE PRICE ROLLOVER  INVESTMENT  SERVICE offers
          asset allocation  advice to those planning a major
          change in their qualified  retirement  plans, such
          as a 401(k)  rollover from a previous  employer or
          an IRA transfer.

RETIREMENT RESOURCES AT T. ROWE PRICE
--------------------------------------------------------------------------------
  Traditional, Roth, and Rollover IRAs
  SEP-IRA and SIMPLE IRA
  Profit Sharing
  Money Purchase Pension
  "Paired" Plans (Money Purchase
  Pension and Profit Sharing Plans)
  401(k) and 403(b)
  457 Deferred Compensation

PLANNING AND INFORMATIONAL GUIDES

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


<PAGE>

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 Annuity Analyzer [TM]
    CD-ROM or diskette, free. To
    order, please call 1-800-469-5304.

T. ROWE PRICE IMMEDIATE VARIABLE ANNUITY (INCOME ACCOUNT)

INVESTMENT KITS

          We  will  be   happy   to  send  you  one  of  our
          easy-to-follow  investment kits when you are ready
          to invest in any T. Rowe Price retirement vehicle,
          including IRAs,  qualified  plans,  small-business
          plans, or our no-load variable annuities.

================================================================================
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.


<PAGE>

INSIGHTS REPORTS
--------------------------------------------------------------------------------
GENERAL INFORMATION
  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.

INSIGHTS REPORTS

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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 commission  savings
     over full-service brokerages on a number of transactions.*

               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 $19.95 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,  intraday 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 July  2000  survey  for
                        representative-assisted       stock
                        trades.  Services vary by firm, and
                        commissions  may vary  depending on
                        size of order.

               **       $19.95  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.
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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

FOR THE HEARING IMPAIRED, CALL:
1-800-367-0763

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 - new address
105 East Lombard Street
Owings Mills
Three Financial  Center
4515  Painters  Mill Road

BOSTON  AREA
386  Washington  Street
Wellesley
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COLORADO SPRINGS
2260 Briargate Parkway

LOS ANGELES AREA
Warner Center
21800 Oxnard Street, Suite 270
Woodland Hills

SAN FRANCISCO AREA
1990 North California Boulevard
Suite 100
Walnut Creek

TAMPA
4200 West Cypress Street
10th Floor

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

T. Rowe Price Investment Services, Inc., Distributor.          F62-050  10/31/00


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