PRICE T ROWE INTERNATIONAL FUNDS INC, 485BPOS, 2000-02-18

PRICE T ROWE INTERNATIONAL FUNDS INC
485BPOS, 2000-02-18

Previous: OPTICARE HEALTH SYSTEMS INC, SC 13G, 2000-02-18

Next: KONINKLIJKE PHILIPS ELECTRONICS NV, 6-K, 2000-02-18

<PAGE>

Registration Nos. 002-65539/811-2958

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/

Post-Effective Amendment No. 76 /X/

AND/OR

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/

Amendment No. 60 /X/

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
---------------------------------------
Exact Name of Registrant as Specified in Charter

100 East Pratt Street, Baltimore, Maryland 21202
------------------------------------------------
Address of Principal Executive Offices

410-345-2000
------------
Registrant's Telephone Number, Including Area Code

Henry H. Hopkins
100 East Pratt Street, Baltimore, Maryland 21202
------------------------------------------------
Name and Address of Agent for Service

Approximate Date of Proposed Public Offering March 1, 2000
-------------

It is proposed that this filing will become effective (check
appropriate box):

/ / Immediately upon filing pursuant to paragraph (b)
/X/ On March 1, 2000, pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / On (date), pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / On (date) pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

/ / This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>

<PAGE>

PROSPECTUS
March 1, 2000
T. ROWE PRICE

International Funds--EquityPortfolios

A choice of global, international, and regional stock funds for investors
seeking long-term capital growth by diversifying beyond U.S. borders.
(T. ROWE PRICE RAM LOGO)
The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation
to the contrary is a criminal offense.
<PAGE>

T. Rowe Price International Funds, Inc.
T. Rowe Price International Stock Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
Prospectus

March 1, 2000

<TABLE>
<CAPTION>
<S> <C> <C> <C>
ABOUT THE FUNDS
1
Objective, Strategy, Risks, and Expenses 1

-----------------------------------------------
Other Information About the Funds 1
3
-----------------------------------------------

ABOUT YOUR ACCOUNT
2
Pricing Shares and Receiving 1
Sale Proceeds 5
-----------------------------------------------
Distributions and Taxes 1
7
-----------------------------------------------
Transaction Procedures and 2
Special Requirements 0
-----------------------------------------------

MORE ABOUT THE FUNDS
3
Organization and Management 2
3
-----------------------------------------------
Understanding Performance Information 2
6
-----------------------------------------------
Investment Policies and Practices 2
7
-----------------------------------------------
Financial Highlights 3
3
-----------------------------------------------

INVESTING WITH T. ROWE PRICE
4
Account Requirements 3
and Transaction Information 7
-----------------------------------------------
Opening a New Account 3
7
-----------------------------------------------
Purchasing Additional Shares 39

-----------------------------------------------
Exchanging and Redeeming 39

-----------------------------------------------
Rights Reserved by the Funds 4
1
-----------------------------------------------
Information About Your 4
Services 2
-----------------------------------------------
T. Rowe Price 4
Brokerage 4
-----------------------------------------------
Investment Information 4
5
-----------------------------------------------
</TABLE>

Rowe Price-Fleming International, Inc. ("Price-Fleming"), the investment
manager, was founded in 1979 as a joint venture between T. Rowe Price
Associates, Inc. and Robert Fleming Holdings, Ltd. As of December 31, 1999,
Price-Fleming managed $42.6 billion in foreign stocks and bonds through its
offices in Baltimore, London, Tokyo, Singapore, Hong Kong, Buenos Aires, and
Paris.
Mutual fund shares are not deposits or obligations of, or guaranteed by, any
depository institution. Shares are not insured by the FDIC, Federal Reserve, or
any other government agency, and are subject to investment risks, including
possible loss of the principal amount invested.
<PAGE>

ABOUT THE FUNDS

OBJECTIVE, STRATEGY, RISKS, AND EXPENSES
----------------------------------------------------------
To help you decide whether any of T. Rowe Price's international equity funds
are appropriate for you, this section reviews each fund's investment
objective, strategy, and potential risks.

What are each fund's objectives and principal investment strategies?

Worldwide funds:

International Stock Fund
Objective: The fund seeks long-term growth of capital through investments
primarily in the common stocks of established, non-U.S. companies.

Strategy: We expect to invest substantially all of the fund's assets outside
the U.S. and to diversify broadly among developed and emerging countries
throughout the world. Stock selection reflects a growth style. We may
purchase the stocks of companies of any size, but our focus will typically be
on large and, to a lesser extent, medium-sized companies.

Growth Investing
Selection of common stocks reflects a growth style. Price-Fleming employs
in-depth fundamental research in an effort to identify companies capable of
achieving and sustaining above-average, long-term earnings growth. We seek
to purchase such stocks at reasonable prices in relation to present or
anticipated earnings, cash flow, or book value, and valuation factors often
influence our allocations among large-, mid-, or small-cap shares.

While we invest with an awareness of the global economic backdrop and our
outlook for individual countries, bottom-up stock selection is the focus of
our decision-making. Country allocation is driven largely by stock
selection, though we may limit investments in markets that appear to have
poor overall prospects.

In selecting stocks, we generally favor companies with one or more of the
following characteristics:

. leading market position;

. attractive business niche;

. strong franchise or natural monopoly;

. technological leadership or proprietary advantages;

. seasoned management;

. earnings growth and cash flow sufficient to support growing dividends;
and

. healthy balance sheet with relatively low debt.
<PAGE>

T. ROWE PRICE
International Growth & Income Fund

Objective: The fund seeks long-term growth of capital and reasonable income
through investments primarily in the common stocks of well-established,
dividend-paying non-U.S. companies.

Strategy: We expect to invest substantially all of the fund's assets outside
the U.S. and to diversify broadly, primarily among the world's developed
countries. The fund will invest primarily (at least 65% of total assets) in
the stocks of dividend-paying large, well-established companies that have
favorable prospects for capital appreciation, as determined by Price-Fleming.
Investments in emerging markets will be modest and limited to more mature
developing countries.

In selecting common stocks, we combine proprietary quantitative analysis with
bottom-up research and a global, regional, and country outlook. Our investing
style reflects both a growth and a value orientation, although in general we
place less emphasis on above-average earnings growth and more on "value"
characteristics such as above-average dividend yields or below-average
price/earnings or price/book value ratios. Valuation factors often influence
our allocations among large-, mid-, or small-cap shares. Country allocation
is driven largely by stock selection, though we may limit investments in
markets that appear to have poor overall prospects.

Global Stock Fund
Objective: The fund seeks long-term growth of capital through investments
primarily in the common stocks of established companies throughout the world,
including the U.S.

Strategy: We will diversify broadly by investing in a variety of industries
in developed and, to a lesser extent, emerging markets. Normally, the fund
will invest in at least five countries, one of which will be the U.S. The
stock selection reflects a growth style. (See Growth Investing under
International Stock Fund.) While we can purchase stocks without regard to a
company's market capitalization (shares outstanding multiplied by share
price), investments will generally be in large and, to a lesser extent,
medium-sized companies. The percentage of assets invested in U.S. and foreign
stocks will vary over time according to the manager's outlook.

International Discovery Fund
Objective: The fund seeks long-term growth of capital through investments
primarily in the common stocks of rapidly growing, small to medium-sized
companies outside the U.S.

Strategy: We expect to invest substantially all of the fund's assets outside
the U.S. and to diversify broadly among developed and emerging countries
throughout the world. Stock selection reflects a growth style. (See Growth
Investing under International Stock Fund.) The fund will emphasize small to
medium-sized companies. Depending on conditions, the fund's portfolio should
be composed of at least 10 countries and 100 different companies.
<PAGE>

ABOUT THE FUNDS
Emerging Markets Stock Fund

Objective: The fund seeks long-term growth of capital through investments
primarily in the common stocks of companies located (or with primary
operations) in emerging markets.

Strategy: Normally, the fund expects to invest substantially all of its
assets across emerging markets in Latin America, Asia, Europe, Africa, and
the Middle East. Stock selection reflects a growth style. (See Growth
Investing under International Stock Fund.) An emerging market includes any
country defined as emerging or developing by the International Bank for
Reconstruction and Development (World Bank), the International Finance
Corporation, or the United Nations.

Countries in which the fund may invest are listed below and others will be
added as opportunities develop:

. Asia: China, Hong Kong, Indonesia, India, Korea, Malaysia, Pakistan,
Philippines, Singapore, Sri Lanka, Taiwan, Thailand, and Vietnam.

. Latin America: Argentina, Belize, Brazil, Chile, Colombia, Mexico, Panama,
Peru, and Venezuela.

. Europe: Croatia, Czech Republic, Estonia, Greece, Hungary, Latvia,
Lithuania, Poland, Romania, Russia, Slovakia, Slovenia, and Turkey.

. Africa and the Middle East: Botswana, Egypt, Israel, Jordan, Mauritius,
Morocco, Nigeria, South Africa, Tunisia, and Zimbabwe.

Regional or country funds:

European Stock Fund
Objective: The fund seeks long-term growth of capital through investments
primarily in the common stocks of European companies. Current income is a
secondary objective.

Strategy: Normally, at least five countries will be represented in the
portfolio. The fund expects to invest substantially all of its assets in the
countries listed below, as well as others as their markets develop:

. Primary Emphasis: Austria, Denmark, Finland, France, Germany, Ireland,
Italy, Luxembourg, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland,
and United Kingdom.

. Others: Belgium, Czech Republic, Greece, Hungary, Israel, Poland, and
Turkey.

Stock selection reflects a growth style. (See Growth Investing under
International Stock Fund.) We also seek to take advantage of opportunities
arising from such trends as privatization, the reduction of trade barriers,
progress toward economic and monetary union, and the potential growth of the
emerging economies of Eastern Europe.
<PAGE>

T. ROWE PRICE
Japan Fund

Objective: The fund seeks long-term growth of capital through investments in
common stocks of companies located (or with primary operations) in Japan.

Strategy: Normally, the fund expects to invest substantially all of its
assets across a wide range of Japanese industries and companies. Stock
selection reflects a growth style. (See Growth Investing under International
Stock Fund.)

Note: For special pricing and transaction information about the Japan Fund,
please see Pricing Shares and Receiving Sale Proceeds in Section 2.

Latin America Fund

Objective: The fund seeks long-term growth of capital through investments
primarily in the common stocks of companies located (or with primary
operations) in Latin America.

Strategy: Normally, we expect to invest substantially all of the fund's
assets in Latin American companies. At least four countries should be
represented at any time. Investments may be made in the countries below, as
well as others as their markets develop:

. Primary Emphasis: Mexico, Brazil, Chile, Argentina, Venezuela, and Peru.

. Others: Belize, Colombia, Ecuador, and Guatemala.

Stock selection reflects a growth style. (See Growth Investing under
International Stock Fund.) We may make substantial investments (at times more
than 25% of total assets) in the telephone companies of various Latin
American countries. These utilities play a critical role in a country's
economic development. The fund is registered as "nondiversified," meaning it
may invest a greater portion of assets in a single company and own more of
the company's voting securities than is permissible for a "diversified" fund.
In some markets, such as Brazil, the fund may purchase preferred stock
because of its liquidity advantage over common stock.

New Asia Fund

Objective: The fund seeks long-term growth of capital through investments in
companies located (or with primary operations) in Asia (excluding Japan).

Strategy: Normally, the fund expects to invest substantially all of its
assets in the countries listed below, as well as others as their markets
develop:

. Primary Emphasis: China, Hong Kong, Indonesia, India, Malaysia,
Philippines, Singapore, South Korea, Taiwan, and Thailand.

. Others: Pakistan and Vietnam.

Stock selection reflects a growth style. (See Growth Investing under
International Stock Fund.)
<PAGE>

ABOUT THE FUNDS

<TABLE>
Table 1 International Funds Comparison Guide
<CAPTION>
Expected risk
Geographic Company relative to
Fund focus emphasis one another
-----
<S> <C> <C> <C> <S>

International Stock Worldwide Large, Moderate
(excluding U.S.) well established
--------------------------------------------------------------
International Growth Worldwide Large, Moderate
& Income (excluding U.S.) well established
--------------------------------------------------------------
Global Stock Worldwide Large, Lower
(including U.S.) well established
--------------------------------------------------------------
International Worldwide Small to Higher
Discovery (excluding U.S.) medium-sized
--------------------------------------------------------------
Emerging Markets Worldwide All sizes Highest
Stock (excluding U.S.)
--------------------------------------------------------------
European Stock Europe All sizes Moderate
(including Eastern Europe)
--------------------------------------------------------------
Japan Japan All sizes Higher
--------------------------------------------------------------
Latin America Latin America All sizes Highest
--------------------------------------------------------------
New Asia Far East and Pacific Basin All sizes Highest
(excluding Japan)
-------------------------------------------------------------------------------------------
</TABLE>

Normally, each fund (other than Latin America) invests primarily (at least
65% of total assets) in common stocks. Normally, the Latin America Fund will
invest at least 65% of its total assets in equity securities, with a majority
in common stocks. To a lesser extent, the funds may also purchase other
securities, including futures and options, in keeping with each fund's
objectives.

Each fund may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into more promising opportunities.

What are the main risks of investing in the funds?

As with all stock funds, each fund's share price can fall because of weakness
in one or more of its primary equity markets, a particular industry, or
specific holdings. Stock markets can decline for many reasons, including
adverse political or economic developments, changes in investor psychology,
or heavy institutional selling. The prospects for an industry or company may
deteriorate because of a variety of factors, including disappointing earnings
or changes in the competitive environment. In addition, our assessment of
companies held in a fund may prove incorrect, resulting in losses or poor
performance even in rising markets.

The risk profile of the funds varies with the investment style they pursue,
their geographic focus, and whether they invest in developed markets,
emerging markets, or both. Even investments in countries with highly
developed economies are subject to significant risks. For example, Japanese
stocks were in a steep decline for much of the 1990s.

Funds that invest overseas generally carry more risk than funds that invest
strictly in U.S. assets. Some particular risks affecting these funds include
the following:
<PAGE>

T. ROWE PRICE

. Currency risk This refers to a decline in the value of a foreign currency
versus the U.S. dollar, which reduces the dollar value of securities
denominated in that currency. The overall impact on a fund's holdings can be
significant and long-lasting depending on the currencies represented in the
portfolio, how each one appreciates or depreciates in relation to the U.S.
dollar, and whether currency positions are hedged. Under normal conditions,
the funds do not engage in extensive foreign currency hedging programs.
Further, exchange rate movements are unpredictable and it is not possible to
effectively hedge the currency risks of many developing countries.

. Geographic risk (Japan and regional funds) Funds that are less diversified
across geographic regions, countries, industries, or individual companies are
generally riskier than more diversified funds. Thus, for example, investors
in the Japan Fund are fully exposed to that country's economic cycles, stock
market valuations, and currency exchange rates, which could increase its
risks compared with a more diversified fund. In addition, investors in Japan
should be aware of specific problems, including tax laws that discourage
consumer spending and dampen growth, deflation, a banking system burdened
with bad loans, and the government's unsatisfactory progress on effecting
credible solutions to these problems. And, there is additional risk with the
nondiversified Latin America Fund, because it can invest more of its assets
in a smaller number of companies and may invest significantly in telephone
companies. The economies and financial markets of certain regions - such as
Latin America and Asia -can be highly interdependent and may decline all at
the same time.

. Emerging market risk (Emerging Markets Stock, Latin America, New Asia; other
funds to a lesser degree, except Japan) Investments in emerging markets are
subject to abrupt and severe price declines. The economic and political
structures of developing nations, in most cases, do not compare favorably
with the U.S. or other developed countries in terms of wealth and stability,
and their financial markets often lack liquidity. These economies may rely
heavily on particular industries and be more vulnerable to the ebb and flow
of international trade, trade barriers, and other protectionist or
retaliatory measures. Some countries have legacies of hyperinflation and
currency devaluations, particularly Russia, many Latin American nations, and
more recently, several Asian countries. Investments in countries or regions
that have recently begun moving away from central planning and state-owned
industries toward free markets should be regarded as speculative. While some
countries have made progress in economic growth, liberalization, fiscal
discipline, and political and social stability, there is no assurance these
trends will continue. Some countries have histories of instability and
upheaval that could cause their governments to act in a detrimental or
hostile manner toward private enterprise or foreign investment. Significant
external risks currently affect some emerging countries.

Governments in many emerging market countries participate to a significant
degree in their economies and securities markets. The volatility of emerging
markets may be heightened by the actions of a few major investors. For
example, substantial increases or decreases in cash flows of mutual funds
investing in these
<PAGE>

ABOUT THE FUNDS
markets could significantly affect local stock prices and, therefore, fund
share prices. These factors make investing in such countries significantly
riskier than in other countries and any one of them could cause a fund's
share price to decline.

. Other risks of foreign investing Other risks result from the varying stages
of economic and political development, the differing regulatory environments,
trading days, and accounting standards, and higher transaction costs of
non-U.S. markets. Investments outside the United States could be subject to
actions such as capital or currency controls, nationalizing a company or
industry, expropriating assets, or imposing punitive taxes which would have
an adverse effect on the fund.

. While certain countries have made progress in economic growth,
liberalization, fiscal discipline, and political and social stability, there
is no assurance these trends will continue.

. Small and medium-sized company risk (International Discovery; others to a
lesser degree) To the extent each fund invests in small- and
mid-capitalization stocks, it is likely to be more volatile than a fund that
invests only in large companies. Small and medium-sized companies are
generally riskier because they may have limited product lines, capital, and
managerial resources. Their securities may trade less frequently and with
greater price swings.

. Futures/options risk To the extent each fund uses futures and options, it
is exposed to additional volatility and potential losses.

As with any mutual fund, there can be no guarantee the funds will achieve
their objectives.

. Each fund's share price may decline, so when you sell your shares, you may
lose money.

How can I tell which fund is most appropriate for me?

Consider your investment goals, your time horizon for achieving them, and
your tolerance for the inherent risk of common stock and international
investments. Your decision should take into account whether you have any
other foreign stock investments. If not, you may wish to invest in a widely
diversified fund to gain the broadest exposure to global opportunities. A
diversified emerging markets fund may be an appropriate part of your
portfolio if you are supplementing existing holdings primarily in developed
foreign markets. If you seek to supplement a diversified portfolio with a
concentrated investment, a regional or single-country fund may be
appropriate.

Each fund can be used in both regular and tax-deferred accounts, such as
IRAs.

. The fund or funds you select should not represent your complete investment
program or be used for short-term trading purposes.
<PAGE>

T. ROWE PRICE
How has each fund performed in the past?

The bar charts showing calendar year returns and the average annual total
return table indicate risk by illustrating how much returns can differ from
one year to the next and over time. Fund past performance is no guarantee of
future returns.

The funds can also experience short-term performance swings, as shown by the
best and worst calendar quarter returns during the years depicted in the
charts.

<TABLE>
<CAPTION>
Calendar Year Total Returns
Fund "90" "91" "92" "93" "94" "95" "96" "97" "98" "99"
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
International
Stock -8.89 15.87 -3.47 40.11 -0.76 11.39 15.99 2.70 16.14 34.60
International
Growth & Income -- -- -- -- -- -- -- -- -- 19.62
Global Stock -- -- -- -- -- -- 20.01 13.23 22.50 28.76
International
Discovery -12.84 11.69 -9.08 49.85 -7.63 -4.36 13.87 -5.67 6.12 155.03
Emerging
Markets Stock -- -- -- -- -- -- 11.82 1.23 -28.75 87.44
European Stock -- 7.31 -5.56 27.24 4.06 21.86 25.87 17.01 25.82 19.70
Japan -- -- -13.40 20.61 15.09 -3.12 -10.99 -22.08 9.16 112.71
Latin America -- -- -- -- -15.92 -18.70 23.35 31.88 -35.43 59.38
New Asia -- 19.32 11.24 78.76 -19.15 3.75 13.51 -37.13 -11.11 99.88
------------------------------------------------------------------------------------------------
</TABLE>

International Stock Fund Quarter ended Total return

Best quarter 12/31/9924.70%

Worst quarter 9/30/90 -18.70%

International Growth & Income Fund Quarter ended Total return

Best quarter 12/31/9911.81%

Worst quarter 3/31/99 1.18%

Global Stock Fund Quarter ended Total return

Best quarter 12/31/9821.36%

Worst quarter 9/30/98 -12.83%

International Discovery Fund Quarter ended Total return

Best quarter 12/31/9957.19%

Worst quarter 9/30/90 -21.98%

Emerging Markets Stock Fund Quarter ended Total return

Best quarter 12/31/9944.10%

Worst quarter 9/30/98 -25.20%

European Stock Fund Quarter ended Total return

Best quarter 12/31/9920.48%

Worst quarter 9/30/98 -14.01%

<PAGE>

ABOUT THE FUNDS
Japan Fund Quarter ended Total return

Best quarter 12/31/9825.17%

Worst quarter 12/31/97-20.55%

Latin America Fund Quarter ended Total return

Best quarter 12/31/9941.32%

Worst quarter 9/30/98 -29.13%

New Asia Fund Quarter ended Total return

Best quarter 12/31/9942.04%

Worst quarter 12/31/97-27.05%

<TABLE>
Table 2 Average Annual Total Returns
<CAPTION>
Periods ended December 31, 1999
Shorter of 10 years
1 year 5 years or since inception Inception date
------------------------
<S> <C> <C> <C> <S>
International Stock
Fund 34.60% 15.71% 11.38% 5/9/80
MSCI EAFE Index 27.30 13.15 7.33
Lipper International
Funds Average 40.80 15.05 10.22

International Growth
& Income Fund 19.62% -- 20.91% 12/21/98
MSCI EAFE Index 27.30 -- --

Global Stock Fund 28.76% -- 20.97% 12/29/95
MSCI World Index 25.34 -- 19.98
Lipper Global Funds
Average 35.97 -- 20.13

International
Discovery Fund 155.03% 22.69% 13.04% 12/30/88
MSCI EAFE Small-Cap
Index 17.67 -1.76 --
Salomon Smith Barney
Non-US Extended
Market Index 23.52 7.22 3.50

Emerging Markets
Stock Fund 87.44% -- 10.80% 3/31/95
MSCI Emerging Markets
Free Index 66.41 -- 4.98
Lipper Emerging
Markets Funds Average 70.77 -- 7.29

European Stock Fund 19.70% 22.00% 13.62% 2/28/90
MSCI Europe Index 16.23 22.54 15.06
Lipper European 24.42 20.88 11.76
Region Funds Average
-------------------------------------------------------------------------------
Japan Fund 112.71% 9.30% 8.17% 12/30/91
TSE First Section
Index (TOPIX) 74.61 1.49 2.57
TSE Second Section
Index 143.86 3.58 3.39
Lipper Japanese Funds
Average 120.51 9.48 3.74

Latin America Fund 59.38% 6.36% 2.36% 12/29/93
MSCI EMF Latin
America Index 58.89 7.65 6.45
Lipper Latin American
Funds Average 60.21 5.18 1.79

New Asia Fund 99.88% 5.64% 10.70% 9/28/90
MSCI All Country Far
East Free
Ex-Japan Index 62.11 0.78 12.57
Lipper Pacific
Ex-Japan Funds 73.21 3.06 8.68
Average
-------------------------------------------------------------------------------
</TABLE>

<PAGE>

T. ROWE PRICE
These figures include changes in principal value, reinvested dividends, and
capital gain distributions, if any.

What fees or expenses will I pay?

The funds are 100% no load. The International Discovery, Latin America, and
Emerging Markets Stock Funds impose a 2% redemption fee, payable to the
funds, on shares purchased and held less than one year. There are no other
fees or charges to buy or sell fund shares, reinvest dividends, or exchange
into other T. Rowe Price funds. There are no 12b-1 fees. Like all mutual
funds, each fund charges the following:

. A management fee The percent of fund assets paid to each fund's investment
manager. Each fund's fee comprises a group fee, 0.32% as of December 31,
1999, and an individual fund fee. The individual fund fees are as follows:
International Stock, Global Stock, and International Growth & Income Funds,
0.35%; European Stock, Japan, and New Asia Funds, 0.50%; International
Discovery, Latin America, and Emerging Markets Stock Funds, 0.75%.

. "Other" administrative expenses Primarily the servicing of shareholder
accounts, such as providing statements and reports, disbursing dividends, and
providing custodial services.

<TABLE>
Table 3 Fees and Expenses of the Funds
<CAPTION> Shareholder
fees (fees
paid directly
from your Annual fund operating expenses/b/
investment) (expenses that are deducted from fund assets)

Total annual Fee waiver/
Fund Redemption Management Other fund operating expense Net
fees/a/ fee expenses expenses reimbursement expenses -----
-----------------------------
<S> <C> <C> <C> <C> <C> <C> <S>

International Stock -- 0.67% 0.18% 0.85% -- 0.85%
------------------------------------------------------------------------------
International -- 0.67 2.77 3.44 2.19% 1.25
Growth & Income
-----------------------------------------------------------------------------------
Global Stock /c/ -- 0.67 0.73 1.40 0.20 1.20
------------------------------------------------------------------------------
International Discovery 2%/a/ 1.07 0.35 1.42 -- 1.42
------------------------------------------------------------------------------
Emerging Markets Stock /d/ 2%/a/ 1.07 0.69 1.76 0.01 1.75
------------------------------------------------------------------------------
European Stock -- 0.82 0.23 1.05 -- 1.05
------------------------------------------------------------------------------
Japan -- 0.82 0.32 1.14 -- 1.14
------------------------------------------------------------------------------
Latin America 2%/a/ 1.07 0.55 1.62 -- 1.62
------------------------------------------------------------------------------
New Asia -- 0.82 0.39 1.21 -- 1.21
----------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

ABOUT THE FUNDS
/a/
On shares purchased and held for less than one year (details under Contingent
Redemption Fees in Pricing Shares and Receiving Sale Proceeds).

/b/Price-Fleming is contractually obligated to waive its fees and bear any
expenses to the extent such fees or expenses would cause the funds' ratios of
expenses to average net assets to exceed the indicated percentage
limitations. Fees waived or expenses paid or assumed are subject to
reimbursement to Price-Fleming by each fund through the indicated
reimbursement date, but no reimbursement will be made if it would result in a
fund's expense ratio exceeding its specified limit. A summary of the funds'
expense limitations and the periods for which they are effective is set forth
below:
<TABLE>
<CAPTION>
<S> <S> <C> <S> <S>
Fund Limitation Period Expense Ratio Limitation Reimbursement Date

International 12/1/98-10/31/00 1.25% 10/31/02
Growth & Income
-----------------------------------------------------------------
Global Stock 11/1/99-10/31/01 1.20% 10/31/03
-----------------------------------------------------------------
Emerging Markets
Stock 11/1/99-10/31/01 1.75% 10/31/03
</TABLE>

/c/The Global Stock Fund previously operated under a 1.20% limitation that
expired October 31, 1999. The reimbursement period for this limitation
extends through October 31, 2001.

/d/The Emerging Markets Stock Fund operated under a 1.75% expense ratio
limitation that expired on October 31, 1998. Effective November 1, 1998,
Price-Fleming agreed to extend the expense limitation for a period of one
year through October 31, 1999. Fees waived or expenses assumed under these
agreements are subject to reimbursement to Price-Fleming by the fund whenever
the fund's expense ratio is below 1.75%. However, no reimbursement will be
made after October 31, 2000 (for the first agreement); or after October 31,
2001 (for the second agreement); or if it would result in the expense ratio
exceeding 1.75%.

Example. The following table gives you a rough idea of how expense ratios
may translate into dollars and helps you to compare the cost of investing in
these funds with that of other funds. Although your actual costs may be
higher or lower, the table shows how much you would pay if operating expenses
remain the same, the expense limitations currently in place are not renewed
(if applicable), you invest $10,000, you earn a 5% annual return, and you
hold the investment for the following periods:
<TABLE>
<CAPTION>
Fund 1 year 3 years 5 years 10 years
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <S>
International Stock $ 87 $271 $ 471 $1,049
------------------------------------
International Growth & Income 127 633 1,397 3,413
-----------------------------------------
Global Stock 122 403 727 1,644
------------------------------------
International Discovery 145 449 776 1,702
------------------------------------
Emerging Markets Stock 178 550 946 2,053
------------------------------------
European Stock 107 334 579 1,283
------------------------------------
Japan 116 362 628 1,386
------------------------------------
Latin America 165 511 881 1,922
------------------------------------
New Asia 123 384 665 1,466
-------------------------------------------------------------------------
</TABLE>

<PAGE>

T. ROWE PRICE
OTHER INFORMATION ABOUT THE FUNDS
----------------------------------------------------------

What are some of the potential rewards of investing overseas through the funds?

Investing abroad increases the opportunities available to you. Many foreign
countries may have greater potential for economic growth than the U.S.
Emerging market, regional, and single-country funds allow investors to seek
potentially superior growth in the areas they view as most promising, but
with commensurately higher risks. Foreign investments also provide effective
diversification for an all-U.S. portfolio, since historically their returns
have not moved in sync with U.S. stocks over long time periods. Investing a
portion of your overall portfolio in foreign stock funds can enhance your
diversification while providing the opportunity to boost long-term returns.

How does the portfolio manager try to reduce risk?

The principal tools we use to try to reduce risk are intensive research and
diversification. Currency hedging techniques may be used from time to time.

. Price-Fleming employs a team of experienced portfolio managers and analysts,
with offices in London, Tokyo, Singapore, Hong Kong, Buenos Aires, Paris, and
Baltimore. Portfolio managers keep close watch on individual investments as
well as on political and economic trends in each country and region. Holdings
are adjusted according to the manager's analysis and outlook.

. Diversification significantly reduces, but does not eliminate, risk. The
impact on each fund's share price from a drop in the price of a particular
stock is reduced substantially by investing in a portfolio with dozens of
different companies. Likewise, the impact of unfavorable developments in a
particular country is reduced when investments are spread among many
countries. Investors should pay close attention to how many countries a fund
typically expects to invest in, particularly in regard to our regional funds
and, of course, the single-country Japan Fund. However, the economies and
financial markets of countries in a certain region may be influenced heavily
by one another.

. Though the funds don't normally engage in extensive currency hedging, fund
managers can employ currency forwards and options to hedge the risk to the
portfolio when foreign exchange movements are expected to be unfavorable for
<PAGE>

ABOUT THE FUNDS
U.S. investors. In a general sense, these tools allow a manager to lock in a
specified exchange rate for a stated period of time. (For more details,
please see Foreign Currency Transactions under Investment Policies and
Practices.) If the manager's forecast proves to be wrong, such a hedge may
cause a loss. Also, it may be difficult or impractical to hedge currency risk
in many emerging countries.

What are the potential rewards of investing in small companies overseas?

In general, small companies are more dynamic and can adapt more quickly than
larger ones to changing economic and market conditions, which may help them
increase their earnings faster. In addition, the movement of small-company
shares is not perfectly correlated with the movements of large-cap stocks.
Since many U.S.-based international funds focus on large or medium-sized
foreign companies, adding a small-cap international fund could enhance the
diversification of a portfolio while providing the opportunity to boost
long-term returns.

Is there other information I can review before making a decision?

Investment Policies and Practices in Section 3 discusses various types of
portfolio securities the funds may purchase as well as types of management
practices the funds may use.

You should also review the information in Section 2 that discusses contingent
redemption fees for the International Discovery, Latin America, and Emerging
Markets Stock Funds.
<PAGE>

T. ROWE PRICE
PRICING SHARES AND RECEIVING SALE PROCEEDS
----------------------------------------------------------
Here are some procedures you should know when investing in a T. Rowe Price
fund.

How and when shares are priced

The share price (also called "net asset value" or NAV per share) for each
fund, except the Japan Fund, is calculated at the close of the New York Stock
Exchange, normally 4 p.m. ET, each day the New York Stock Exchange is open
for business. The share price for the Japan Fund is calculated at the close
of the New York Stock Exchange, normally 4 p.m. ET, each day the New York
Stock Exchange and the Tokyo Stock Exchange are both open for business. To
calculate the NAV, a fund's assets are valued and totaled, liabilities are
subtracted, and the balance, called net assets, is divided by the number of
shares outstanding. Current market values are used to price fund shares.

Each fund's portfolio securities usually are valued on the basis of the most
recent closing market prices at 4 p.m. ET when the funds calculate their
NAVs. Most of the securities in which the funds invest, however, are traded
in markets that close before that time. For securities primarily traded in
the Far East, for example, the most recent closing prices may be as much as
15 hours old at 4 p.m. Normally, developments that could affect the values of
portfolio securities that occur between the close of the foreign market and 4
p.m. ET will not be reflected in the funds' NAVs. However, if a fund
determines that such developments are so significant that they will, in its
judgment, clearly and materially affect the value of the fund's securities,
the fund may adjust the previous closing prices to reflect what it believes
to be the fair value of the securities as of 4:00 p.m. ET. The fund may fair
value securities in other situations, for example, when a particular foreign
market is closed but the fund is open.

. The various ways you can buy, sell, and exchange shares are explained at the
end of this prospectus and on the New Account Form. These procedures may
differ for institutional and employer-sponsored retirement accounts.

How your purchase, sale, or exchange price is determined

If we receive your request in correct form by 4 p.m. ET, your transaction
will be priced at that day's NAV. If we receive it after 4 p.m., it will be
priced at the next business day's NAV.

We cannot accept orders that request a particular day or price for your
transaction or any other special conditions.

ABOUT YOUR ACCOUNT
Consult your intermediary to determine when your orders will be priced. The
intermediary may charge a fee for its services.

Note: The time at which transactions and shares are priced and the time until
which orders are accepted may be changed in case of an emergency or if the
New York Stock Exchange closes at a time other than 4 p.m. ET.

Japan Fund: Pricing and Transactions
The fund will not process orders on any day when either the New York or Tokyo
Stock Exchange is closed. Orders received on such days will be priced on the
next day the fund computes its net asset value. As such, you may experience a
delay in purchasing or redeeming fund shares. Exchanges: If you wish to
exchange into the Japan Fund on a day the New York Stock Exchange is open but
the Tokyo Stock Exchange is closed, the exchange out of the other T. Rowe
Price fund will be processed on that day, but Japan Fund shares will not be
purchased until the day the Japan Fund reopens. If you wish to exchange out
of the Japan Fund on a day when the New York Stock Exchange is open but the
Tokyo Stock Exchange is closed, the exchange will be delayed until the Japan
Fund reopens.

The Tokyo Stock Exchange is scheduled to be closed on the following weekdays:
In 2000 - January 3; February 11; March 20; May 3, 4, 5; July 20; September
15; October 10; and November 3 and 23. In 2001 -January 1, 2, 3, and 8;
February 12; March 20; April 30; May 3 and 4; July 20; September 24; October
8; November 23; and December 24 and 31. If the Tokyo Stock Exchange closes on
dates not listed, the fund will not be priced on those dates.

How you can receive the proceeds from a sale

. When filling out the New Account Form, you may wish to give yourself the
widest range of options for receiving proceeds from a sale.

If your request is received by 4 p.m. ET in correct form, proceeds are
usually sent on the next business day. Proceeds can be sent to you by mail or
to your bank account by Automated Clearing House (ACH) transfer or bank wire.
Proceeds sent by ACH transfer should be credited the second day after the
sale. ACH is an automated method of initiating payments from, and receiving
payments in, your financial institution account. The ACH system is supported
by over 20,000 banks, savings banks, and credit unions. Proceeds sent by bank
wire should be credited to your account the next business day.

. Exception: Under certain circumstances and when deemed to be in a fund's
best interests, your proceeds may not be sent for up to seven calendar days
after we receive your redemption request.
<PAGE>

ABOUT THE FUNDS
. If for some reason we cannot accept your request to sell shares, we will
contact you.

Contingent Redemption Fee
(Latin America, International Discovery, and Emerging Markets Stock Funds)
These funds can experience substantial price fluctuations and are intended
for long-term investors. Short-term "market timers" who engage in frequent
purchases and redemptions can disrupt the funds' investment programs and
create additional transaction costs that are borne by all shareholders. For
these reasons, the funds assess a 2% fee on redemptions (including exchanges)
of fund shares held for less than one year.

Redemption fees are paid to each fund to help offset transaction costs and to
protect the funds' long-term shareholders. Each fund will use the "first-in,
first-out" (FIFO) method to determine the one-year holding period. Under this
method, the date of the redemption or exchange will be compared with the
earliest purchase date of shares held in the account. If this holding period
is less than one year, the fee will be charged.

The fee does not apply to any shares purchased through reinvested
distributions (dividends and capital gains), shares held in retirement plans,
such as 401(k), 403(b), 457, Keogh, profit sharing, SIMPLE IRA, SEP-IRA, and
money purchase pension accounts, or to shares redeemed through designated
systematic withdrawal plans. The fee does apply to shares held in other IRA
accounts and to shares purchased through automatic investment plans
(described under Shareholder Services). The fee may apply to shares in
retirement plans held in broker omnibus accounts.

In determining "one year," the funds will use the anniversary date of a
transaction. Thus, shares purchased on March 1, 2000, for example, will be
subject to the fee if they are redeemed on or prior to February 28, 2001. If
they are redeemed on or after March 1, 2001, they will not be subject to the
fee.

USEFUL INFORMATION ON DISTRIBUTIONS AND TAXES
----------------------------------------------------------
. All net investment income and realized capital gains are distributed to
shareholders.

Dividends and Other Distributions

Dividend and capital gain distributions are reinvested in additional fund
shares in your account unless you select another option on your New Account
Form. The advantage of reinvesting distributions arises from compounding;
that is, you receive income dividends and capital gain distributions on a
rising number of shares.
<PAGE>

ABOUT THE FUNDS

Distributions not reinvested are paid by check or transmitted to your bank
account via ACH. If the Post Office cannot deliver your check, or if your
check remains uncashed for six months, the fund reserves the right to
reinvest your distribution check in your account at the NAV on the day of the
reinvestment and to reinvest all subsequent distributions in shares of the
fund. No interest will accrue on amounts represented by uncashed distribution
or redemption checks.

Income dividends
. The funds declare and pay dividends (if any) annually.

. The dividends of each fund (other than Global Stock Fund) will not be
eligible for the 70% deduction for dividends received by corporations, if, as
expected, none of the fund's income consists of dividends paid by U.S.
corporations. The dividends of the Global Stock Fund will be eligible for the
70% deduction for dividends received by corporations only to the extent the
fund's income consists of dividends paid by U.S. corporations.

Capital gains
. A capital gain or loss is the difference between the purchase and sale price
of a security.

. If a fund has net capital gains for the year (after subtracting any capital
losses), they are usually declared and paid in December to shareholders of
record on a specified date that month.

Tax Information

. You will be sent timely information for your tax filing needs.

You need to be aware of the possible tax consequences when:

. You sell fund shares, including an exchange from one fund to another.

. The fund makes a distribution to your account.

Taxes on fund redemptions
When you sell shares in any fund, you may realize a gain or loss. An exchange
from one fund to another is still a sale for tax purposes.

In January, you will be sent Form 1099-B indicating the date and amount of
each sale you made in the fund during the prior year. This information will
also be reported to the IRS. For most new accounts or those opened by
exchange in 1984 or later, we will provide the gain or loss on the shares you
sold during the year, based on the "average cost," single category method.
This information is not reported to the IRS, and you do not have to use it.
You may calculate the cost basis using other methods acceptable to the IRS,
such as "specific identification."
<PAGE>

T. ROWE PRICE
To help you maintain accurate records, we send you a confirmation immediately
following each transaction you make (except for systematic purchases and
redemptions) and a year-end statement detailing all your transactions in each
fund account during the year.

Taxes on fund distributions
. The following summary does not apply to retirement accounts, such as IRAs,
which are not subject to current tax.

In January, you will be sent Form 1099-DIV indicating the tax status of any
dividend and capital gain distributions made to you. This information will
also be reported to the IRS. Distributions are generally taxable to you for
the year in which they were paid. You will be sent any additional information
you need to determine your taxes on fund distributions, such as the portion
of your dividends, if any, that may be exempt from state income taxes.

The tax treatment of a capital gain distribution is determined by how long
the fund held the portfolio securities, not how long you held shares in the
fund. Short-term (one year or less) capital gain distributions are taxable at
the same rate as ordinary income and long-term gains on securities held more
than 12 months are taxed at a maximum rate of 20%. However, if you realized a
loss on the sale or exchange of fund shares that you held six months or less,
your short-term loss will be reclassified to a long-term loss to the extent
of any long-term capital gain distribution received during the period you
held the shares.

Distributions resulting from the sale of certain foreign currencies and debt
securities, to the extent of foreign exchange gains, are taxed as ordinary
income or loss. If the fund pays nonrefundable taxes to foreign governments
during the year, the taxes will reduce the fund's dividends but will still be
included in your taxable income. However, you may be able to claim an
offsetting credit or deduction on your tax return for your portion of foreign
taxes paid by the fund.

. Distributions are taxable whether reinvested in additional shares or
received in cash.

Tax effect of buying shares before a capital gain distribution
If you buy shares shortly before or on the "record date" - the date that
establishes you as the person to receive the upcoming distribution - you will
receive a portion of the money you just invested in the form of a taxable
distribution. Therefore, you may wish to find out a fund's record date before
investing. Of course, a fund's share price may, at any time, reflect
undistributed capital gains or income and unrealized appreciation, which may
result in future taxable distributions.

Note: For information on the tax consequences of hedging, please see
Investment Policies and Practices.
<PAGE>

ABOUT THE FUNDS
TRANSACTION PROCEDURES AND SPECIAL REQUIREMENTS
----------------------------------------------------------
. Following these procedures helps assure timely and accurate transactions.

Purchase Conditions

Nonpayment
If you pay with a check or ACH transfer that does not clear or if your
payment is not timely received, your purchase will be canceled. You will be
responsible for any losses or expenses incurred by each fund or transfer
agent, and the fund can redeem shares you own in this or another identically
registered T. Rowe Price fund as reimbursement. Each fund and its agents have
the right to reject or cancel any purchase, exchange, or redemption due to
nonpayment.

U.S. dollars; type of check
All purchases must be paid for in U.S. dollars; checks must be drawn on U.S.
banks.

Sale (Redemption) Conditions

Holds on immediate redemptions: 10-day hold

If you sell shares that you just purchased and paid for by check or ACH
transfer, the funds will process your redemption but will generally delay
sending you the proceeds for up to 10 calendar days to allow the check or
transfer to clear. If your redemption request was sent by mail or mailgram,
proceeds will be mailed no later than the seventh calendar day following
receipt unless the check or ACH transfer has not cleared. (The 10-day hold
does not apply to purchases paid for by bank wire or automatic purchases
through your paycheck.)

Telephone, Tele*Access/(R)/, and personal computer transactions

Exchange and redemption services through telephone and Tele*Access are
established automatically when you sign the New Account Form unless you check
the boxes that state you do not want these services. Personal computer
transactions must be authorized separately. T. Rowe Price funds and their
agents use reasonable procedures designed to verify the identity of the
shareholder. If these procedures are followed, the funds and their agents are
not liable for any losses that may occur from acting on unauthorized
instructions. A confirmation is sent promptly after a transaction. Please
review it carefully and contact T. Rowe Price immediately about any
transaction you believe to be unauthorized. All telephone conversations are
recorded.

T. ROWE PRICE
$250,000, or your sale amounts to more than 1% of fund net assets, the fund
has the right to pay the difference between the redemption amount and the
lesser of the two previously mentioned figures with securities from the fund.

Excessive Trading

. T. Rowe Price may bar excessive traders from purchasing shares.

Frequent trades, involving either substantial fund assets or a substantial
portion of your account or accounts controlled by you, can disrupt management
of the fund and raise its expenses. To deter such activity, we have adopted
an excessive trading policy. If you violate our excessive trading policy, you
may be barred indefinitely and without further notice from further purchases
of T. Rowe Price funds.

. Trades placed directly with T. Rowe Price If you trade directly with T.
Rowe Price, you can make one purchase and sale involving the same fund within
any 120-day period. For example, if you are in fund A, you can move
substantial assets from fund A to fund B and, within the next 120 days, sell
your shares in fund B to return to fund A or move to fund C. If you exceed
this limit, you are in violation of our excessive trading policy.

Two types of transactions are exempt from this policy: 1) trades solely in
money market funds (exchanges between a money fund and a nonmoney fund are
not exempt); and 2) systematic purchases or redemptions (see Information
About Your Services).

. Trades placed through intermediaries If you purchase fund shares through an
intermediary including a broker, bank, investment adviser, or other third
party and hold them for less than 60 calendar days, you are in violation of
our excessive trading policy.

Keeping Your Account Open

Due to the relatively high cost to a fund of maintaining small accounts, we
ask you to maintain an account balance of at least $1,000. If your balance is
below $1,000 for three months or longer, we have the right to close your
account after giving you 60 days in which to increase your balance.

Small Account Fee

Because of the disproportionately high costs of servicing accounts with low
balances, a $10 fee, paid to T. Rowe Price Services, the funds' transfer
agent, will automatically be deducted from nonretirement accounts with
balances falling below a minimum level. The valuation of accounts and the
deduction are expected to take place during the last five business days of
September. The fee will be deducted from accounts with balances below $2,000,
except for UGMA/ UTMA accounts, for which the limit is $500. The fee will be
waived for any
<PAGE>

ABOUT THE FUNDS
investor whose T. Rowe Price mutual fund investments total $25,000 or more.
Accounts employing automatic investing (e.g., payroll deduction, automatic
purchase from a bank account, etc.) are also exempt from the charge. The fee
will not apply to IRAs and other retirement plan accounts. (A separate
custodial fee may apply to IRAs and other retirement plan accounts.)

Signature Guarantees

. A signature guarantee is designed to protect you and the T. Rowe Price funds
from fraud by verifying your signature.

You may need to have your signature guaranteed in certain situations, such
as:

. Written requests 1) to redeem over $100,000, or 2) to wire redemption
proceeds.

. Remitting redemption proceeds to any person, address, or bank account not on
record.

. Transferring redemption proceeds to a T. Rowe Price fund account with a
different registration (name or ownership) from yours.

. Establishing certain services after the account is opened.

You can obtain a signature guarantee from most banks, savings institutions,
broker-dealers, and other guarantors acceptable to T. Rowe Price. We cannot
accept guarantees from notaries public or organizations that do not provide
reimbursement in the case of fraud.
<PAGE>

T. ROWE PRICE
ORGANIZATION AND MANAGEMENT
----------------------------------------------------------

How are the funds organized?

T. Rowe Price International Funds, Inc. (the "corporation"), currently
consists of 12 series, each representing a separate class of shares and
having different objectives and investment policies. The 12 series and the
years in which each was established are as follows: International Stock Fund,
1980; International Bond Fund, 1986; International Discovery Fund, 1988;
European Stock Fund, New Asia Fund, Global Bond Fund, 1990; Japan Fund, 1991;
Latin America Fund, 1993; Emerging Markets Bond Fund, 1994; Emerging Markets
Stock Fund, Global Stock Fund, 1995, and International Growth & Income Fund,
1998. (The bond funds are described in a separate prospectus.)

What is meant by "shares"?

As with all mutual funds, investors purchase shares when they put money in a
fund. These shares are part of a fund's authorized capital stock, but share
certificates are not issued.

Each share and fractional share entitles the shareholder to:

. Receive a proportional interest in a fund's income and capital gain
distributions.

. Cast one vote per share on certain fund matters, including the election of
fund directors, changes in fundamental policies, or approval of changes in
the fund's management contract.

Do T. Rowe Price funds have annual shareholder meetings?

The funds are not required to hold annual meetings and, to avoid unnecessary
costs to fund shareholders, do not do so except when certain matters, such as
a change in fundamental policies, must be decided. In addition, shareholders
representing at least 10% of all eligible votes may call a special meeting,
if they wish, for the purpose of voting on the removal of any fund director
or trustee. If a meeting is held and you cannot attend, you can vote by
proxy. Before the meeting, the fund will send you proxy materials that
explain the issues to be decided and include instructions on voting by mail
or telephone, or on the Internet.

Who runs the funds?

General Oversight
The corporation is governed by a Board of Directors that meets regularly to
review the funds' investments, performance, expenses, and other business
affairs. The Board elects the corporation's officers. The policy of the
corporation is that the majority of Board members are independent of
Price-Fleming.
<PAGE>

MORE ABOUT THE FUNDS
. All decisions regarding the purchase and sale of fund investments are made
by Price-Fleming - specifically by each fund's Investment Advisory Group.

Investment Manager
Price-Fleming is responsible for selection and management of each fund's
portfolio investments. Price-Fleming's U.S. office is located at 100 East
Pratt Street, Baltimore, Maryland 21202. Price-Fleming also has offices in
London, Tokyo, Singapore, Hong Kong, Buenos Aires, and Paris. Price-Fleming
was incorporated in Maryland in 1979 as a joint venture between T. Rowe Price
and Robert Fleming Holdings Limited (Flemings).

T. Rowe Price, Flemings, and Jardine Fleming Group Limited (Jardine Fleming)
are owners of Price-Fleming. The common stock of Price-Fleming is 50% owned
by a wholly owned subsidiary of T. Rowe Price, 25% by a subsidiary of
Flemings, and 25% by a subsidiary of Jardine Fleming. Jardine Fleming is
owned by Flemings. T. Rowe Price has the right to elect a majority of the
Board of Directors of Price-Fleming, and Flemings has the right to elect the
remaining directors, one of whom will be nominated by Jardine Fleming.

. Flemings is a diversified investment organization which participates in a
global network of regional investment offices in New York, London, Zurich,
Geneva, Tokyo, Hong Kong, Manila, Kuala Lumpur, Seoul, Taipei, Bombay,
Jakarta, Singapore, Bangkok, and Johannesburg.

Portfolio Management
Each fund has an Investment Advisory Group that has day-to-day responsibility
for managing the portfolio and developing and executing each fund's
investment program. The members of each advisory group are listed below.

International Stock Fund John R. Ford, James B.M. Seddon, Mark C.J.
Bickford-Smith, and David J.L. Warren.

International Growth & Income Fund Richard T. Whitney, John R. Ford, James
B.M. Seddon, and Robert W. Smith.

Global Stock Fund John R. Ford, James B.M. Seddon, Mark C.J. Bickford-Smith,
Robert W. Smith, and David J.L. Warren.

International Discovery Fund John R. Ford, Frances Dydasco, Mark J.T.
Edwards, Ian J. Macdonald, and Justin Thomson.

Emerging Markets Stock Fund John R. Ford, Christopher D. Alderson, Frances
Dydasco, Mark J.T. Edwards, and Benedict R.F. Thomas.

European Stock Fund John R. Ford, Robert A. Revel-Chion, and James B.M.
Seddon.
<PAGE>

T. ROWE PRICE

Japan Fund John R. Ford, Ian J. Macdonald, and David J.L. Warren.

Latin America Fund John R. Ford, Benedict R.F. Thomas, and Gonzalo Pangaro.

New Asia Fund John R. Ford, Frances Dydasco, and Mark J.T. Edwards.

Christopher Alderson joined Price-Fleming in 1988 and has 14 years of
experience with the Fleming Group in research and portfolio management. Mark
Bickford-Smith joined Price-Fleming in 1995 and has 15 years of experience
with the Fleming Group in research and financial analysis. Mark Edwards
joined Price-Fleming in 1987 and has 18 years of experience in financial
analysis. John Ford joined Price-Fleming in 1982 and has 20 years of
experience with the Fleming Group in research and portfolio management. James
Seddon joined Price-Fleming in 1987 and has 13 years of experience in
portfolio management. Robert Smith joined Price-Fleming in 1996, has been
with T. Rowe Price since 1992, and has 13 years of experience in financial
analysis. Benedict Thomas joined Price-Fleming in 1988 and has 11 years of
portfolio management experience. David Warren joined Price-Fleming in 1983
and has 19 years of experience in equity research, fixed income research, and
portfolio management. Frances Dydasco joined Price-Fleming in 1996 and has 11
years of experience in research and financial analysis. Ian Macdonald joined
Price-Fleming in 1998 and has 15 years of experience in equity research and
portfolio management. Robert Revel-Chion joined Price-Fleming in 1998 and has
11 years of experience in investment management (four years of which were
within the Fleming Group). Justin Thomson joined Price-Fleming in 1998 and
has eight years of experience in portfolio management. Richard Whitney joined
Price-Fleming in 1998, has been with T. Rowe Price since 1985, and has 17
years of experience in equity research and portfolio management. Gonzalo
Pangaro joined Price-Fleming in 1998 and has nine years of experience in
financial analysis and portfolio management.

Portfolio Transactions

Decisions with respect to the purchase and sale of a fund's portfolio
securities on behalf of each fund are made by Price-Fleming. The
corporation's Board of Directors has authorized Price-Fleming to utilize
affiliates of Flemings and Jardine Fleming in the capacity of broker in
connection with the execution of a fund's portfolio transactions if
Price-Fleming believes that doing so would result in an economic advantage
(in the form of lower execution costs or otherwise) to the fund.

The Management Fee
This fee has two parts - an "individual fund fee," which reflects a fund's
particular characteristics, and a "group fee." The group fee, which is
designed to reflect the benefits of the shared resources of the T. Rowe Price
investment management complex, is calculated daily based on the combined net
assets of all T. Rowe Price funds (except the Spectrum Funds, and any
institutional, index, or private label
<PAGE>

ABOUT THE FUNDS
mutual funds). The group fee schedule (shown below) is graduated, declining
as the asset total rises, so shareholders benefit from the overall growth in
mutual fund assets.

<TABLE>
Group Fee Schedule
<CAPTION>
<S> <C>
0.334%/a/ First $50 billion

0.305% Next $30 billion

0.300% Next $40 billion

0.295% Thereafter
--------------------------------------
</TABLE>

/a/ Represents a blended group fee rate containing various break points.

Each fund's portion of the group fee is determined by the ratio of its daily
net assets to the daily net assets of all the T. Rowe Price funds described
previously. Based on combined T. Rowe Price funds' assets of over $106
billion at December 31, 1999, the group fee was 0.32%. The individual fund
fees are as follows: International Stock, Global Stock, and International
Growth & Income Funds, 0.35%; European Stock, Japan, and New Asia Funds,
0.50%; International Discovery, Latin America, and Emerging Markets Stock
Funds, 0.75%.

Research and Administration

Certain administrative support is provided by T. Rowe Price, which receives
from Price-Fleming a fee of 0.15% of the market value of all assets in equity
accounts, 0.15% of the market value of all assets in active fixed income
accounts, and 0.035% of the market value of all assets in passive fixed
income accounts under Price-Fleming's management. Price-Fleming has entered
into research agreements with Fleming Investment Management Limited (FIM) and
Jardine Fleming International Holdings Limited (JFIH). For services under the
research agreements, FIM and JFIH each receive a fee of 0.075% of the market
value of all assets in equity accounts under Price-Fleming's management. FIM
and JFIH each receive a fee of 0.075% of the market value of all assets in
active fixed income accounts and 0.0175% of such market value in passive
fixed income accounts under Price-Fleming's management. In addition to the
research provided under these agreements, Price-Fleming has access to the
publicly available research materials produced by FIM and JFIH. FIM is a
wholly owned subsidiary of Flemings. JFIH is a wholly owned subsidiary of
Jardine Fleming.

UNDERSTANDING PERFORMANCE INFORMATION
----------------------------------------------------------

This section should help you understand the terms used to describe fund
performance. You will come across them in shareholder reports you receive
from us; in our newsletter, The Price Report; in T. Rowe Price
advertisements; and in the media.
<PAGE>

T. ROWE PRICE
Total Return

This tells you how much an investment has changed in value over a given time
period. It reflects any net increase or decrease in the share price and
assumes that all dividends and capital gains (if any) paid during the period
were reinvested in additional shares. Therefore, total return numbers include
the effect of compounding.

Advertisements may include cumulative or average annual total return figures,
which may be compared with various indices, other performance measures, or
other mutual funds.

Cumulative Total Return

This is the actual return of an investment for a specified period. A
cumulative return does not indicate how much the value of the investment may
have fluctuated during the period. For example, an investment could have a
10-year positive cumulative return despite experiencing some negative years
during that time.

Average Annual Total Return

This is always hypothetical and should not be confused with actual
year-by-year results. It smooths out all the variations in annual performance
to tell you what constant year-by-year return would have produced the
investment's actual cumulative return. This gives you an idea of an
investment's annual contribution to your portfolio, provided you held it for
the entire period.

INVESTMENT POLICIES AND PRACTICES
----------------------------------------------------------

This section takes a detailed look at some of the types of fund portfolio
securities and the various kinds of investment practices that may be used in
day-to-day portfolio management. Fund investments are subject to further
restrictions and risks described in the Statement of Additional Information.

Shareholder approval is required to substantively change fund objectives and
certain investment restrictions noted in the following section as
"fundamental policies." The managers also follow certain "operating
policies," which can be changed without shareholder approval. However,
significant changes are discussed with shareholders in fund reports. Fund
investment restrictions and policies are adhered to at the time of
investment. A later change in circumstances will not require the sale of an
investment if it was proper at the time it was made.

ABOUT THE FUNDS
should not view them as an accurate gauge of the potential risk of such
investments. For example, in a given period, a 5% investment in hybrid
instruments could have significantly more of an impact on a fund's share
price than its weighting in the portfolio. The net effect of a particular
investment depends on its volatility and the size of its overall return in
relation to the performance of all other fund investments.

Changes in fund holdings, fund performance, and the contribution of various
investments are discussed in the shareholder reports sent to you.

. Fund managers have considerable leeway in choosing investment strategies and
selecting securities they believe will help achieve fund objectives.

Types of Portfolio Securities

In seeking to meet its investment objective, we may invest in any type of
security or instrument (including certain potentially high-risk derivatives
described in this section) whose investment characteristics are consistent
with the fund's investment program. The following pages describe various
types of fund portfolio securities and investment management practices.

Fundamental policy With the exception of Latin America Fund, a fund will not
purchase a security if, as a result, with respect to 75% of its total assets,
more than 5% of the fund's total assets would be invested in securities of a
single issuer or more than 10% of the outstanding voting securities of the
issuer would be held by the fund.

Nondiversified Status--Latin America Fund
The fund is registered as a nondiversified mutual fund. This means that the
fund may invest a greater portion of its assets in, and own a greater amount
of the voting securities of, a single company than a diversified fund, which
may subject the fund to greater risk with respect to its portfolio
securities. However, because the fund intends to qualify as a "regulated
investment company" under the Internal Revenue Code, it must invest so that,
at the end of each calendar quarter, with respect to 50% of its total assets,
not more than 5% of its assets are invested in the securities of a single
issuer.

Fund investments are primarily in common stocks (normally, at least 65% of
total assets) and, to a lesser degree, other types of securities as described
below.

Common and Preferred Stocks

T. ROWE PRICE
the greatest appreciation and depreciation potential of all corporate
securities. While most preferred stocks pay a dividend, preferred stock may
be purchased where the issuer has omitted, or is in danger of omitting,
payment of its dividend. Such investments would be made primarily for their
capital appreciation potential.

Convertible Securities and Warrants

Investments may be made in debt or preferred equity securities convertible
into, or exchangeable for, equity securities. Traditionally, convertible
securities have paid dividends or interest at rates higher than common stocks
but lower than nonconvertible securities. They generally participate in the
appreciation or depreciation of the underlying stock into which they are
convertible, but to a lesser degree. In recent years, convertibles have been
developed which combine higher or lower current income with options and other
features. Warrants are options to buy a stated number of shares of common
stock at a specified price anytime during the life of the warrants
(generally, two or more years).

Fixed Income Securities

The funds may invest in any type of investment-grade security. The Global
Stock Fund may also invest up to 5% of its total assets in
below-investment-grade bonds, commonly referred to as "junk" bonds. Such
securities would be purchased in companies that meet the investment criteria
for the fund. The price of a bond fluctuates with changes in interest rates,
rising when interest rates fall and falling when interest rates rise. Junk
bond prices can be more volatile and have a greater risk of default than
investment-grade bonds.

Hybrid Instruments

These instruments (a type of potentially high-risk derivative) can combine
the characteristics of securities, futures, and options. For example, the
principal amount, redemption, or conversion terms of a security could be
related to the market price of some commodity, currency, or securities index.
Such securities may bear interest or pay dividends at below market or even
relatively nominal rates. Under some conditions, the redemption value of such
an investment could be zero.

. Hybrids can have volatile prices and limited liquidity, and their use may
not be successful.

Operating policy Fund investments in hybrid instruments are limited to 10%
of total assets.

Private Placements
These securities are sold directly to a small number of investors, usually
institutions. Unlike public offerings, such securities are not registered
with the SEC. Although certain of these securities may be readily sold, for
example, under Rule
<PAGE>

ABOUT THE FUNDS
144A, others may be illiquid, and their sale may involve substantial delays
and additional costs.

Operating policy Fund investments in illiquid securities are limited to 15%
of net assets.

Types of Investment Management Practices

Reserve Position

A certain portion of fund assets will be held in money market reserves. Fund
reserve positions are expected to consist primarily of shares of one or more
T. Rowe Price internal money market funds. Short-term, high-quality U.S. and
foreign dollar-denominated money market securities, including repurchase
agreements, may also be held. For temporary, defensive purposes, there is no
limit on fund investments in money market reserves. The effect of taking such
a position is that the fund may not achieve its investment objective. The
reserve position provides flexibility in meeting redemptions, expenses, and
the timing of new investments and can serve as a short-term defense during
periods of unusual market volatility.

Borrowing Money and Transferring Assets

Fund borrowings may be made from banks and other T. Rowe Price funds as a
temporary measure for emergency purposes, to facilitate redemption requests,
or for other purposes consistent with fund policies as set forth in this
prospectus. Such borrowings may be collateralized with fund assets, subject
to restrictions.

Fundamental policy Borrowings may not exceed 33/1//\\/3/\\% of total fund
assets.

Operating policy Fund transfers of portfolio securities as collateral will
not be made except as necessary in connection with permissible borrowings or
investments, and then such transfers may not exceed 33/1//\\/3/\\% of the
fund's total assets. Fund purchases of additional securities will not be made
when borrowings exceed 5% of total assets.

Foreign Currency Transactions
The funds will normally conduct their foreign currency exchange transactions
either on a spot (i.e., cash) basis at the spot rate prevailing in the
foreign currency exchange market, or through entering into forward contracts
to purchase or sell foreign currencies. The funds will generally not enter
into a forward contract with a term greater than one year.

The funds will generally enter into forward foreign currency exchange
contracts only under two circumstances. First, when a fund enters into a
contract for the purchase or sale of a security denominated in a foreign
currency, it may desire to "lock in" the U.S. dollar price of the security.
Second, when Price-Fleming believes that the currency of a particular foreign
country may move substantially against another currency, it may enter into a
forward contract to sell or buy
<PAGE>

T. ROWE PRICE
the former foreign currency (or another currency that acts as a proxy for
that currency). The contract may approximate the value of some or all of the
fund's portfolio securities denominated in such foreign currency. Under
certain circumstances, a fund may commit a substantial portion or the entire
value of its portfolio to the consummation of these contracts. Price-Fleming
will consider the effect such a commitment to forward contracts would have on
the investment program of the fund and the flexibility of the fund to
purchase additional securities. Although forward contracts will be used
primarily to protect the fund from adverse currency movements, they also
involve the risk that anticipated currency movements will not be accurately
predicted, and a fund's total return could be adversely affected as a result.

There are some markets where it is not possible to engage in effective
foreign currency hedging. This is generally true, for example, for the
currencies of various emerging markets where the foreign exchange markets are
not sufficiently developed to permit hedging activity to take place.

Futures and Options

Futures (a type of potentially high-risk derivative) are often used to manage
or hedge risk because they enable the investor to buy or sell an asset in the
future at an agreed-upon price. Options (another type of potentially
high-risk derivative) give the investor the right (where the investor
purchases the option), or the obligation (where the investor writes (sells)
the option), to buy or sell an asset at a predetermined price in the future.
Futures and options contracts may be bought or sold for any number of
reasons, including: to manage fund exposure to changes in securities prices
and foreign currencies; as an efficient means of adjusting fund overall
exposure to certain markets; in an effort to enhance income; as a cash
management tool; and to protect the value of portfolio securities. Call and
put options may be purchased or sold on securities, financial indices, and
foreign currencies.

Futures contracts and options may not always be successful hedges; their
prices can be highly volatile; using them could lower fund total return; and
the potential loss from the use of futures can exceed a fund's initial
investment in such contracts.

Operating policies Futures: Initial margin deposits and premiums on options
used for nonhedging purposes will not exceed 5% of fund net asset value.
Options on securities: The total market value of securities against which
call or put options are written may not exceed 25% of its total assets. No
more than 5% of fund total assets will be committed to premiums when
purchasing call or put options.

Tax Consequences of Hedging
Under applicable tax law, the funds may be required to limit their gains from
hedging in foreign currency forwards, futures, and options. Although the
funds
<PAGE>

ABOUT THE FUNDS
are expected to comply with such limits, the extent to which these limits
apply is subject to tax regulations as yet unissued. Hedging may also result
in the application of the mark-to-market and straddle provisions of the
Internal Revenue Code. These provisions could result in an increase (or
decrease) in the amount of taxable dividends paid by the funds and could
affect whether dividends paid by the funds are classified as capital gains or
ordinary income.

Lending of Portfolio Securities

Fund securities may be lent to broker-dealers, other institutions, or other
persons to earn additional income. The principal risk is the potential
insolvency of the broker-dealer or other borrower. In this event, the fund
could experience delays in recovering its securities and possibly capital
losses.

Fundamental policy The value of loaned securities may not exceed
33/1//\\/3/\\% of total fund assets.

Portfolio Turnover
Turnover is an indication of frequency. The funds will not generally trade in
securities for short-term profits, but when circumstances warrant, securities
may be purchased and sold without regard to the length of time held. A high
turnover rate may increase transaction costs and result in higher capital
gain distributions by the funds. The funds' portfolio turnover rates for the
previous three fiscal periods are shown in Table 4.

<TABLE>
Table 4 Portfolio Turnover Rates
<CAPTION>
<S> <C> <C> <C> <S>
Fund 1999 1998 1997

International Stock 17.6% 12.2% 15.8%
------------------------------------
International Growth & Income 35.8/a/ -- --
------------------------------------
Global Stock 37.5 47.1 41.8
-----------------------------------------
International Discovery 98.2 34.2 72.7
------------------------------------
Emerging Markets Stock 59.0 54.5 84.3
------------------------------------
European Stock 15.7 26.8 17.5
------------------------------------
Japan 58.8 66.9 32.3
------------------------------------
Latin America 43.2 19.0 32.7
------------------------------------
New Asia 69.9 68.1 41.8
-------------------------------------------------------------------------
</TABLE>

/a/ Annualized.

European Stock, Japan, New Asia, Latin America, and Emerging Markets Stock
Funds

Location of Company
In determining the domicile or nationality of a company, the funds would
primarily consider the following factors: whether the company is organized
under the laws of a particular country; or, whether the company derives a
significant
<PAGE>

T. ROWE PRICE
proportion (at least 50%) of its revenues or profits from goods produced or
sold, investments made, or services performed in the country or has at least
50% of its assets situated in that country.

Each of these funds will invest at least 65% of its total assets in companies
located (as defined above) in the respective countries or regions indicated.

International Stock, International Discovery, International Growth & Income,
and Global Stock Funds

Each fund will invest at least 65% of its total assets in a manner which
reflects its international or global character, respectively. In the case of
the international funds, this requires that the funds invest in at least
three countries outside of the U.S. For the global fund, this means that the
fund must invest in at least three countries, one of which may include the
U.S.

FINANCIAL HIGHLIGHTS
----------------------------------------------------------
Table 5, which provides information about each fund's financial history, is
based on a single share outstanding throughout each fiscal year. Each fund's
section of the table is part of the fund's financial statements, which are
included in its annual report and are incorporated by reference into the
Statement of Additional Information (available upon request). The total
returns in the table represent the rate that an investor would have earned or
lost on an investment in each fund (assuming reinvestment of all dividends
and distributions). The financial statements in the annual report were
audited by the funds' independent accountants, PricewaterhouseCoopers LLP.

<TABLE>
Table 5 Financial Highlights
Footnotes
are on page 36.
<CAPTION>
Income From Investment Operations Less Distributions
Net gains or
Net asset losses on Dividends
Period value, Net securities Total from (from net Distributions
ended beginning investment (both realized investment investment (from capital Returns of Total
10/31 of period income and unrealized) operations income) gains) capital distributions
<S> <C> <C> <C> <C> <C> <C> <C> <C> <S>
International Stock
1995 $12.84 $ 0.18 $(0.19) $(0.01) $(0.12) $(0.62) -- (0.74)
------------------------------------------------------------------------------------------------------------------
1996 12.09 0.19 1.57 1.76 (0.18) (0.20) -- (0.38)
------------------------------------------------------------------------------------------------------------------
1997 13.47 0.19 0.86 1.05 (0.18) (0.20) -- (0.38)
------------------------------------------------------------------------------------------------------------------
1998 14.14 0.23 0.77 1.00 (0.20) (0.55) -- (0.75)
------------------------------------------------------------------------------------------------------------------
1999 14.39 0.17 2.71 2.88 (0.22) (0.35) -- (0.57)
International Growth & Income
1999/h/ $10.00 $ 0.16/g/ $ 0.84 $ 1.00 -- -- --
---------------------------------------------------------------------------------------------------------------------------------
Global Stock
1996/d/ $10.00 $ 0.05/e/ $ 1.30 $ 1.35 -- -- --
------------------------------------------------------------------------------------------------------------------
1997 11.35 0.06/e/ 1.84 1.90 $(0.06) $(0.18) -- $(0.24)
------------------------------------------------------------------------------------------------------------------
1998 13.01 0.09/e/ 1.52 1.61 (0.06) (0.53) -- (0.59)
-----------------------------------------------------------------------------------------------------------------------
1999 14.03 0.05/e/ 3.24 3.29 (0.10) (0.45) -- (0.55)
International Discovery
1995 $17.63 $ 0.10 $(2.38) $(2.28) $(0.06) $(0.87) -- (0.93)
------------------------------------------------------------------------------------------------------------------
1996 14.43 0.07 1.59 1.66 (0.10) (0.02) -- (0.12)
------------------------------------------------------------------------------------------------------------------
1997 15.97 0.02 0.25 0.27 (0.07) (0.06) -- (0.13)
------------------------------------------------------------------------------------------------------------------
1998 16.11 0.05 (0.92) (0.87) -- (0.25) -- (0.25)
------------------------------------------------------------------------------------------------------------------
1999 14.99 (0.03) 12.09 12.06 (0.01) (0.30) -- (0.31)
Emerging Markets Stock
1995/b/ $10.00 $ 0.02/c/ $ 0.44 $ 0.46 -- -- --
------------------------------------------------------------------------------------------------------------------
1996 10.48 0.02/c/ 1.08 1.10 $(0.01) -- -- (0.01)
------------------------------------------------------------------------------------------------------------------
1997 11.59 0.02/c/ (0.23) (0.21) (0.04) $(0.30) -- (0.34)
------------------------------------------------------------------------------------------------------------------
1998 11.08 0.05/c/ (3.06) (3.01) -- (0.15) -- (0.15)
------------------------------------------------------------------------------------------------------------------
1999 7.95 (0.01)/c/ 3.18 3.17 (0.04) -- -- (0.04)
European Stock
1995 $12.72 $ 0.20 $ 1.60 $ 1.80 $(0.12) $(0.05) -- (0.17)
------------------------------------------------------------------------------------------------------------------
1996 14.35 0.25 2.79 3.04 (0.21) (0.25) -- (0.46)
------------------------------------------------------------------------------------------------------------------
1997 16.93 0.25 3.12 3.37 (0.26) (0.20) -- (0.46)
------------------------------------------------------------------------------------------------------------------
1998 19.84 0.28 3.52 3.80 (0.25) (1.01) -- (1.26)
------------------------------------------------------------------------------------------------------------------
1999 22.38 0.23 2.14 2.37 (0.28) (2.18) -- (2.46)
Japan
1995 $11.64 $(0.04) $(1.40) $(1.44) -- $(0.81) -- (0.81)
------------------------------------------------------------------------------------------------------------------
1996 9.39 (0.05) (0.32) (0.37) -- -- -- --
------------------------------------------------------------------------------------------------------------------
1997 9.02 (0.03) (1.02) (1.05) -- -- -- --
------------------------------------------------------------------------------------------------------------------
1998 7.97 (0.03) (1.22) (1.25) -- -- -- --
------------------------------------------------------------------------------------------------------------------
1999 6.72 (0.02) 6.92 6.90 -- -- -- --
Latin America
1995 $10.32 $ 0.05 $(3.92) $(3.87) -- -- -- --
------------------------------------------------------------------------------------------------------------------
1996 6.49 0.10 1.60 1.70 $(0.06) -- --
------------------------------------------------------------------------------------------------------------------
1997 8.14 0.13 1.44 1.57 (0.11) $(0.03) -- (0.14)
------------------------------------------------------------------------------------------------------------------
1998 9.60 0.16 (2.45) (2.29) (0.12) -- -- (0.12)
------------------------------------------------------------------------------------------------------------------
1999 7.22 0.09 0.86 0.95 (0.14) -- -- (0.14)
---------------------------------------------------------------------------------------------------------------------------------
New Asia
1995 $10.07 $ 0.08 $(1.07) $(0.99) $(0.07) $(0.89) -- (0.96)
------------------------------------------------------------------------------------------------------------------
1996 8.12 0.06 0.55 0.61 (0.09) -- -- (0.09)
------------------------------------------------------------------------------------------------------------------
1997 8.64 0.09 (2.71) (2.62) (0.06) (0.01) -- (0.07)
------------------------------------------------------------------------------------------------------------------
1998 5.95 0.13 (1.07) (0.94) (0.08) -- -- (0.08)
------------------------------------------------------------------------------------------------------------------
1999 4.93 0.05 2.31 2.36 (0.09) -- -- (0.09)
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

ABOUT THE FUNDS
<PAGE>

T. ROWE PRICE

<TABLE>
Table 5 Financial Highlights

<CAPTION>
Net Asset Value Ratios/Supplemental Data
Redemption Ratio of Ratio of
Period fees added Net asset Net assets, expenses net investment
ended to paid-in- value, end end of period to average income to Portfolio
10/31 capital of period Total return/f/ (in thousands) net assets average net assets turnover rate
<S> <C> <C> <C> <C> <C> <C> <C> <S>
International Stock
1995 -- $12.09 0.38% $ 6,385,905 0.91% 1.56% 17.8%
----------------------------------------------------------------------------------------------------------------
1996 -- 13.47 14.87 8,775,736 0.88 1.58 11.6
----------------------------------------------------------------------------------------------------------------
1997 -- 14.14 7.90 10,005,170 0.85 1.33 15.8
----------------------------------------------------------------------------------------------------------------
1998 -- 14.39 7.48 9,537,129 0.85 1.50 12.2
----------------------------------------------------------------------------------------------------------------
1999 -- 16.70 20.67 10,615,338 0.85 1.05 17.6
International Growth & Income
1999 -- $11.00 10.00%/g/ $ 9,776 1.25%/ag/ 1.87%/ag/ 35.8%/a/
Global Stock
1996/d/ -- $11.35 13.50%/e/ $ 14,916 1.30%/ae/ 0.88%/ae/ 50.0%/a/
----------------------------------------------------------------------------------------------------------------
1997 -- 13.01 16.98/e/ 32,020 1.30/e/ 0.68/e/ 41.8
----------------------------------------------------------------------------------------------------------------
1998 -- 14.03 12.89/e/ 44,116 1.20/e/ 0.76/e/ 47.1
----------------------------------------------------------------------------------------------------------------
1999 -- 16.77 24.17/e/ 73,837 1.20/e/ 0.40/e/ 37.5
International Discovery
1995 $0.01 $14.43 (13.06)% $ 325,374 1.50% 0.55% 43.5%
----------------------------------------------------------------------------------------------------------------
1996 -- 15.97 11.60 325,639 1.45 0.40 52.0
----------------------------------------------------------------------------------------------------------------
1997 -- 16.11 1.69 254,430 1.41 0.13 72.7
----------------------------------------------------------------------------------------------------------------
1998 -- 14.99 (5.40) 189,001 1.47 0.25 34.2
----------------------------------------------------------------------------------------------------------------
1999 0.01 26.75 82.11 381,462 1.42 (0.17) 98.2
Emerging Markets Stock
1995/b/ $0.02 $10.48 4.80%/c/ $ 14,399 1.75%/ac/ 0.54%/ac/ 28.8%/a/
----------------------------------------------------------------------------------------------------------------
1996 0.02 11.59 10.69/c/ 67,896 1.75/c/ 0.44/c/ 41.7
----------------------------------------------------------------------------------------------------------------
1997 0.04 11.08 (1.60)/c/ 119,285 1.75/c/ 0.21/c/ 84.3
----------------------------------------------------------------------------------------------------------------
1998 0.03 7.95 (27.31)/c/ 69,752 1.75/c/ 0.46/c/ 54.5
----------------------------------------------------------------------------------------------------------------
1999 -- 11.08 40.08/c/ 108,418 1.75/c/ (0.14)/c/ 59.0
-------------------------------------------------------------------------------------------------------------------------------
European Stock
1995 -- $14.35 14.41% $ 490,573 1.20% 1.75% 17.2%
----------------------------------------------------------------------------------------------------------------
1996 -- 16.93 21.76 704,887 1.12 1.81 14.1
----------------------------------------------------------------------------------------------------------------
1997 -- 19.84 20.30 984,083 1.06 1.41 17.5
----------------------------------------------------------------------------------------------------------------
1998 -- 22.38 20.12 1,412,008 1.05 1.39 26.8
----------------------------------------------------------------------------------------------------------------
1999 -- 22.29 11.44 1,382,168 1.05 0.97 15.7
Japan
1995 -- $ 9.39 (12.87)% $ 181,383 1.50% (0.48)% 62.4%
----------------------------------------------------------------------------------------------------------------
1996 -- 9.02 (3.94) 167,118 1.32 (0.48) 29.8
----------------------------------------------------------------------------------------------------------------
1997 -- 7.97 (11.64) 170,830 1.24 (0.39) 32.3
----------------------------------------------------------------------------------------------------------------
1998 -- 6.72 (15.68) 150,949 1.32 (0.37) 66.9
----------------------------------------------------------------------------------------------------------------
1999 -- 13.62 102.68 513,739 1.14 (0.27) 58.8
Latin America
1995 $0.04 $ 6.49 (37.11)% $ 148,600 1.82% 0.76% 18.9%
----------------------------------------------------------------------------------------------------------------
1996 0.01 8.14 26.52 213,691 1.66 1.29 22.0
----------------------------------------------------------------------------------------------------------------
1997 0.03 9.60 19.94 398,066 1.47 1.30 32.7
----------------------------------------------------------------------------------------------------------------
1998 0.03 7.22 (23.93) 204,761 1.53 1.35 19.0
----------------------------------------------------------------------------------------------------------------
1999 -- 8.03 13.57 200,385 1.62 1.05 43.2
New Asia
1995 -- $ 8.12 (9.70)% $ 1,908,893 1.15% 0.97% 63.7%
----------------------------------------------------------------------------------------------------------------
1996 -- 8.64 7.58 2,041,396 1.11 0.66 42.0
----------------------------------------------------------------------------------------------------------------
1997 -- 5.95 (30.61) 876,787 1.10 0.76 41.8
----------------------------------------------------------------------------------------------------------------
1998 -- 4.93 (15.97) 632,836 1.29 2.33 68.1
----------------------------------------------------------------------------------------------------------------
1999 -- 7.20 48.73 995,829 1.21 0.87 69.9
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

ABOUT THE FUNDS

/a/ Annualized.

/b/For the period March 31, 1995 (commencement of operations) to October 31,
1995.

/c/
Excludes expenses in excess of a 1.75% voluntary expense limitation in effect
through October 31, 1999.

/d/
For the period December 29, 1995 (commencement of operations) to October 31,
1996.

/e/
Excludes expenses in excess of a 1.30% voluntary expense limitation in effect
through October 31, 1997, and a 1.20% voluntary expense limitation in effect
through October 31, 1999.

/f/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.

/g/
Excludes expenses in excess of a 1.25% voluntary expense limitation in effect
through October 31, 2000.

/h/
For the period December 21, 1998 (commencement of operations) to October 31,
1999.
<PAGE>

T. ROWE PRICE
ACCOUNT REQUIREMENTS AND TRANSACTION INFORMATION
----------------------------------------------------------
Tax Identification Number
We must have your correct Social Security or corporate tax identification number
on a signed New Account Form or W-9 Form. Otherwise, federal law requires the
funds to withhold a percentage (currently 31%) of your dividends, capital gain
distributions, and redemptions, and may subject you to an IRS fine. If this
information is not received within 60 days after your account is established,
your account may be redeemed, priced at the NAV on the date of redemption.

Always verify your transactions by carefully reviewing the confirmation we send
you. Please report any discrepancies to Shareholder Services promptly.

Employer-Sponsored Retirement Plans and Institutional Accounts T. Rowe Price
Trust Company 1-800-492-7670
Transaction procedures in the following sections may not apply to
employer-sponsored retirement plans and institutional accounts. For procedures
regarding employer-sponsored retirement plans, please call T. Rowe Price Trust
Company or consult your plan administrator. For institutional account
procedures, please call your designated account manager or service
representative.

OPENING A NEW ACCOUNT
----------------------------------------------------------
$2,500 minimum initial investment; $1,000 for retirement plans or gifts or
transfers to minors (UGMA/UTMA) accounts

Account Registration
If you own other T. Rowe Price funds, be sure to register any new account just
like your existing accounts so you can exchange among them easily. (The name and
account type would have to be identical.)

By Mail

Please make your check payable to T. Rowe Price Funds (otherwise it will be
returned) and send your check, together with the New Account Form, to the
appropriate address in the next paragraph. We do not accept third-party checks
to open new accounts, except for IRA Rollover checks that are properly endorsed.
In addition, the fund does not accept purchases made by credit card check.
<PAGE>

INVESTING WITH T. ROWE PRICE
Mail via United States Postal Service
T. Rowe Price Account Services P.O. Box 17300 Baltimore, MD 21297-1300

Mail via private carriers/overnight services
T. Rowe Price Account Services Mailcode 17300 4515 Painters Mill Road Owings
Mills, MD 21117-4903

By Wire
Call Investor Services for an account number and give the following wire
information to your bank:

Receiving Bank: PNC Bank, N.A. (Pittsburgh) Receiving Bank ABA#: 043000096
Beneficiary: T. Rowe Price [fund name] Beneficiary Account: 1004397951
Originator to Beneficiary Information (OBI): name of owner(s) and account
number

Complete a New Account Form and mail it to one of the appropriate addresses
listed previously.

Note: No services will be established and IRS penalty withholding may occur
until we receive a signed New Account Form. Also, retirement plan accounts and
IRAs cannot be opened by wire.

By Exchange
Call Shareholder Services or use Tele*Access or your personal computer (see
Automated Services under Information About Your Services). The new account will
have the same registration as the account from which you are exchanging.
Services for the new account may be carried over by telephone request if
preauthorized on the existing account. For limitations on exchanging, see
explanation of Excessive Trading under Transaction Procedures and Special
Requirements.

In Person
Drop off your New Account Form at any location listed on the back cover and
obtain a receipt.
<PAGE>

T. ROWE PRICE
PURCHASING ADDITIONAL SHARES
----------------------------------------------------------
$100 minimum purchase; $50 minimum for retirement plans, Automatic Asset
Builder, and gifts or transfers to minors (UGMA/UTMA) accounts.

By ACH Transfer
Use Tele*Access or your personal computer or call Investor Services if you have
established electronic transfers using the ACH network.

By Wire
Call Shareholder Services or use the wire address listed in Opening a New
Account.

By Mail
1. Make your check payable to T. Rowe Price Funds (otherwise it may be
returned).

2. Mail the check to us at the following address with either a fund
reinvestment slip or a note indicating the fund you want to buy and your fund
account number.

3. Remember to provide your account number and the fund name on the memo line
of your check.

Mail via United States Postal Service
T. Rowe Price Funds Account Services P.O. Box 17300 Baltimore, MD 21297-1300

/(For //mail via private carriers and overnight services//, see previous /
/section.)/

By Automatic Asset Builder
Fill out the Automatic Asset Builder section on the New Account or Shareholder
Services Form.

EXCHANGING AND REDEEMING SHARES
----------------------------------------------------------
Exchange Service
You can move money from one account to an existing identically registered
account or open a new identically registered account. Remember, exchanges are
purchases and sales for tax purposes. (Exchanges into a state tax-free fund are
limited to investors living in states where the fund is registered.)

Redemptions
Redemption proceeds can be mailed to your account address, sent by ACH transfer
to your bank, or wired to your bank (provided your bank information is already
<PAGE>

ABOUT THE FUNDS
on file). For charges, see Electronic Transfers - By Wire under Information
About Your Services.

Some of the T. Rowe Price funds may impose a redemption fee of 0.5% to 2% on
shares held for less than six months, one year, or two years, as specified in
the prospectus. The fee is paid to the fund.

By Phone
Call Shareholder Services

If you find our phones busy during unusually volatile markets, please consider
placing your order by your personal computer or Tele*Access (if you have
previously authorized these services), mailgram, or express mail. For exchange
policies, please see Transaction Procedures and Special Requirements - Excessive
Trading.

By Mail

For each account involved, provide the account name, number, fund name, and
exchange or redemption amount. For exchanges, be sure to specify any fund you
are exchanging out of and the fund or funds you are exchanging into. T. Rowe
Price requires the signatures of all owners exactly as registered, and possibly
a signature guarantee (see Transaction Procedures and Special Requirements -
Signature Guarantees). Please use the appropriate address below:

Mail via United States Postal Service
for nonretirement and IRA accounts
T. Rowe Price Account Services P.O. Box 17302 Baltimore, MD 21297-1302

Mail via private carriers/overnight services
T. Rowe Price Account Services Mailcode 17302 4515 Painters Mill Road Owings
Mills, MD 21117-4903

For employer-sponsored retirement accounts
via U.S. Postal Service:
T. Rowe Price Trust Company P.O. Box 17479 Baltimore, MD 21297-1479
<PAGE>

T. ROWE PRICE
via private carriers and overnight services:

T. Rowe Price Trust Company Mailcode 17479 4515 Painters Mill Road Owings Mills,
MD 21117-4903

Redemptions from employer-sponsored retirement accounts must be in writing;
please call T. Rowe Price Trust Company or your plan administrator for
instructions. IRA distributions may be requested in writing or by telephone;
please call Shareholder Services to obtain an IRA Distribution Form or an IRA
Shareholder Services Form to authorize the telephone redemption service.

RIGHTS RESERVED BY THE FUNDS
----------------------------------------------------------

Each fund and its agents reserve the following rights: (1) to waive or lower
investment minimums; (2) to accept initial purchases by telephone or mailgram;
(3) to refuse any purchase or exchange order; (4) to cancel or rescind any
purchase or exchange order (including, but not limited to, orders deemed to
result in excessive trading, market timing, fraud, or 5% ownership) upon notice
to the shareholder within five business days of the trade or if the written
confirmation has not been received by the shareholder, whichever is sooner; (5)
to freeze any account and suspend account services when notice has been received
of a dispute between the registered or beneficial account owners or there is
reason to believe a fraudulent transaction may occur; (6) to otherwise modify
the conditions of purchase and any services at any time; and (7) to act on
instructions believed to be genuine. These actions will be taken when, in the
sole discretion of management, they are deemed to be in the best interest of the
fund.

In an effort to protect each fund from the possible adverse effects of a
substantial redemption in a large account, as a matter of general policy, no
shareholder or group of shareholders controlled by the same person or group of
persons will knowingly be permitted to purchase in excess of 5% of the
outstanding shares of the fund, except upon approval of the fund's management.
<PAGE>

ABOUT THE FUNDS
INFORMATION ABOUT YOUR SERVICES
----------------------------------------------------------
Shareholder Services 1-800-225-5132 Investor Services 1-800-638-5660
Many services are available to you as a T. Rowe Price shareholder; some you
receive automatically, and others you must authorize or request on the New
Account Form. By signing up for services on the New Account Form rather than
later on, you avoid having to complete a separate form and obtain a signature
guarantee. This section discusses some of the services currently offered. Our
Services Guide, which we mail to all new shareholders, contains detailed
descriptions of these and other services.

Note: Corporate and other institutional accounts require an original or
certified resolution to establish services and to redeem by mail. For more
information, call Investor Services.

Retirement Plans
We offer a wide range of plans for individuals, institutions, and large and
small businesses: Traditional IRAs, Roth IRAs, SIMPLE IRAs, SEP-IRAs, Keoghs
(profit sharing, money purchase pension), 401(k)s, and 403(b)(7)s. For
information on IRAs, call Investor Services. For information on all other
retirement plans, including our no-load variable annuity, please call our Trust
Company at 1-800-492-7670.

Automated Services Tele*Access 1-800-638-2587 24 hours, 7 days
Tele*Access
24-hour service via a toll-free number enables you to (1) access information on
fund yields, prices, distributions, account balances, and your latest
transaction; (2) request checks, prospectuses, services forms, duplicate
statements, and tax forms; and (3) initiate purchase, redemption, and exchange
transactions in your accounts (see Electronic Transfers in this section).

Web Address www.troweprice.com
After authorizing this service, account transactions may also be conducted
through our Web site on the Internet. If you subscribe to America Online/(R)/,
you can access our Web site via keyword "T. Rowe Price" and conduct transactions
in your account.

Plan Account Line 1-800-401-3279
Plan Account Line
This 24-hour service is similar to Tele*Access but is designed specifically to
meet the needs of retirement plan investors.
<PAGE>

T. ROWE PRICE
Telephone and Walk-In Services
Buy, sell, or exchange shares by calling one of our service representatives or
by visiting one of our investor center locations whose addresses are listed on
the back cover.

Electronic Transfers
By ACH
With no charges to pay, you can initiate a purchase or redemption for as little
as $100 or as much as $100,000 between your bank account and fund account using
the ACH network. Enter instructions via Tele*Access or your personal computer,
or call Shareholder Services.

By Wire
Electronic transfers can be conducted via bank wire. There is currently a $5 fee
for wire redemptions under $5,000, and your bank may charge for incoming or
outgoing wire transfers regardless of size.

Checkwriting
(Not available for equity funds, or the High Yield or Emerging Markets Bond
Funds) You may write an unlimited number of free checks on any money market
fund, and most bond funds, with a minimum of $500 per check. Keep in mind,
however, that a check results in a redemption; a check written on a bond fund
will create a taxable event which you and we must report to the IRS.

Automatic Investing
($50 minimum) You can invest automatically in several different ways, including:

Automatic Asset Builder
You instruct us to move $50 or more from your bank account, or you can instruct
your employer to send all or a portion of your paycheck to the fund or funds you
designate.

Automatic Exchange
You can set up systematic investments from one fund account into another, such
as from a money fund into a stock fund.
<PAGE>

ABOUT THE FUNDS
T. ROWE PRICE BROKERAGE
----------------------------------------------------------

To Open an Account 1-800-638-5660 For Existing Brokerage Investors
1-800-225-7720
Investments available through our brokerage service include stocks, options,
bonds, and others at commission savings over full-service brokers*. We also
provide a wide range of services, including:

Automated Telephone and Computer Services
You can enter stock and option orders, access quotes, and review account
information around the clock by phone with Tele-Trader or via the Internet with
Internet-Trader. Any trades entered through Tele-Trader save you an additional
10% on commissions. For stock trades entered through Internet-Trader, you will
pay a commission of $24.95 for up to 1,000 shares plus $.02 for each share over
1,000. Option trades entered through Internet-Trader save you 10% over our
standard commission schedule. All trades are subject to a $35 minimum commission
except stock trades placed through Internet-Trader.

Investor Information
A variety of informative reports, such as our Brokerage Insights series and S&P
Market Month newsletter, as well as access to on-line research tools can help
you better evaluate economic trends and investment opportunities.

Dividend Reinvestment Service

If you elect to participate in this service, the cash dividends from the
eligible securities held in your account will automatically be reinvested in
additional shares of the same securities free of charge. Dividend payments must
be $10.00 or greater to qualify for reinvestment. Most securities listed on
national securities exchanges or on Nasdaq are eligible for this service.

/*Services //v//ary //b//y //f//irm./

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

T. ROWE PRICE
INVESTMENT INFORMATION
----------------------------------------------------------
To help shareholders monitor their current investments and make decisions that
accurately reflect their financial goals, T. Rowe Price offers a wide variety of
information in addition to account statements. Most of this information is also
available on our Web site at www.troweprice.com.

Shareholder Reports
Fund managers' reviews of their strategies and performance. If several members
of a household own the same fund, only one fund report is mailed to that
address. To receive additional copies, please call Shareholder Services or write
to us at P.O. Box 17630, Baltimore, Maryland 21297-1630.

The T. Rowe Price Report
A quarterly investment newsletter discussing markets and financial strategies.

Performance Update
A 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 T. Rowe
Price Guide to International Investing, Managing Your Retirement Distribution,
Personal Strategy Planner, Retirees Financial Guide, Retirement Planning Kit,
and Tax Considerations for Investors.
<PAGE>

ABOUT THE FUNDS
<PAGE>

T. ROWE PRICE
<PAGE>

ABOUT THE FUNDS
<PAGE>

To help you achieve your financial goals, T. Rowe Price offers a wide range of
stock, bond, and money market investments, as well as convenient services and
informative reports.

A fund Statement of Additional Information has been filed with the Securities
and Exchange Commission and is incorporated by reference into this prospectus.
Further information about fund investments, including a review of market
conditions and the manager's recent strategies and their impact on performance,
is available in the annual and semiannual shareholder reports. To obtain free
Fund reports and Statements of Additional Information are also available from
the Securities and Exchange Commission by calling 1-800-SEC-0330 or by writing
the SEC's Public Reference Section, Washington, D.C. 20549-6009 (you will be
charged a duplicating fee); by visiting the SEC's public reference room; or by
consulting the SEC's Web site at www.sec.gov.

900 17th Street, N.W. Farragut Square

For retirement plan investors: The appropriate 800 number appears on your
retirement account statement.

(LOGO)

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

C01-040 3/1/00

1940 Act File No. 811-2958

<PAGE>

PROSPECTUS
March 1, 2000
T. ROWE PRICE

International Stock Fund

A stock fund seeking long-term capital growth through investments in non-U.S.
companies.
(T. ROWE PRICE RAM LOGO)
The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation
to the contrary is a criminal offense.
<PAGE>

T. Rowe Price International Funds, Inc.
T. Rowe Price International Stock Fund
Prospectus

March 1, 2000

<TABLE>
<CAPTION>
<S> <C> <C> <C>
ABOUT THE FUND
1
Objective, Strategy, Risks, and Expenses 1

-----------------------------------------------
Other Information About the Fund 5

-----------------------------------------------

ABOUT YOUR ACCOUNT
2
Pricing Shares and Receiving 7
Sale Proceeds
-----------------------------------------------
Distributions and Taxes 8

-----------------------------------------------
Transaction Procedures and 11
Special Requirements
-----------------------------------------------

MORE ABOUT THE FUND
3
Organization and Management 14

-----------------------------------------------
Understanding Performance Information 17

-----------------------------------------------
Investment Policies and Practices 18

-----------------------------------------------
Financial Highlights 22

-----------------------------------------------

INVESTING WITH T. ROWE PRICE
4
Account Requirements 24
and Transaction Information
-----------------------------------------------
Opening a New Account 24

-----------------------------------------------
Purchasing Additional Shares 26

-----------------------------------------------
Exchanging and Redeeming 26

-----------------------------------------------
Rights Reserved by the Fund 28

-----------------------------------------------
Information About Your 29
Services
-----------------------------------------------
T. Rowe Price 31
Brokerage
-----------------------------------------------
Investment Information 32

-----------------------------------------------
</TABLE>

ABOUT THE FUND

OBJECTIVE, STRATEGY, RISKS, AND EXPENSES
----------------------------------------------------------
To help you decide whether this fund is appropriate for you, this section
reviews its major characteristics.

What is the fund's objective?

The fund seeks long-term growth of capital through investments primarily in
the common stocks of established, non-U.S. companies.

What is the fund's principal investment strategy?

We expect to invest substantially all of the fund's assets outside the U.S.
and to diversify broadly among developed and emerging countries throughout
the world. Stock selection reflects a growth style. We may purchase the
stocks of companies of any size, but our focus will typically be on large
and, to a lesser extent, medium-sized companies.

In selecting stocks, we generally favor companies with one or more of the
following characteristics:

. leading market position;

. attractive business niche;

. strong franchise or natural monopoly;

. technological leadership or proprietary advantages;

. seasoned management;

. earnings growth and cash flow sufficient to support growing dividends;
and

. healthy balance sheet with relatively low debt.
<PAGE>

T. ROWE PRICE

While the fund invests primarily in common stocks, to a lesser extent we may
also purchase other securities, including futures and options, in keeping
with the fund's objective.

The fund may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into more promising opportunities.

What are the main risks of investing in the fund?

As with all stock funds, this fund's share price can fall because of weakness
in one or more of its primary equity markets, a particular industry, or
specific holdings. Stock markets can decline for many reasons, including
adverse political or economic developments, changes in investor psychology,
or heavy institutional selling. The prospects for an industry or company may
deteriorate because of a variety of factors, including disappointing earnings
or changes in the competitive environment. In addition, our assessment of
companies held in the fund may prove incorrect, resulting in losses or poor
performance even in rising markets.

Even investments in countries with highly developed economies are subject to
significant risks. For example, Japanese stocks were in a steep decline for
much of the 1990s.

Funds that invest overseas generally carry more risk than funds that invest
strictly in U.S. assets. Some particular risks affecting this fund include
the following:

. Currency risk This refers to a decline in the value of a foreign currency
versus the U.S. dollar, which reduces the dollar value of securities
denominated in that currency. The overall impact on a fund's holdings can be
significant and long-lasting depending on the currencies represented in the
portfolio, how each one appreciates or depreciates in relation to the U.S.
dollar, and whether currency positions are hedged. Under normal conditions,
the fund does not engage in extensive foreign currency hedging programs.
Further, exchange rate movements are unpredictable and it is not possible to
effectively hedge the currency risks of many developing countries.

. Geographic risk The economies and financial markets of certain regions-such
as Latin America and Asia-can be highly interdependent and may decline all at
the same time.

. Emerging market risk To the extent the fund invests in emerging markets, it
is subject to greater risk than a fund investing only in developed markets.
The economic and political structures of developing nations, in most cases,
do not compare favorably with the U.S. or other developed countries in terms
of wealth and stability, and their financial markets often lack liquidity.
Fund performance will likely be negatively affected by portfolio exposure to
nations in the midst of hyperinflation, currency devaluation, trade
disagreements, sudden political upheaval, or interventionist government
policies. Significant buying or selling
<PAGE>

ABOUT THE FUND
actions by a few major investors may also heighten the volatility of emerging
markets. These factors make investing in such countries significantly riskier
than in other countries and any one of them could cause the fund's share
price to decline.

. While certain countries have made progress in economic growth,
liberalization, fiscal discipline, and political and social stability, there
is no assurance these trends will continue.

. Futures/options risk To the extent the fund uses futures and options, it is
exposed to additional volatility and potential losses.

As with any mutual fund, there can be no guarantee the fund will achieve its
objective.

. The fund's share price may decline, so when you sell your shares, you may
lose money.

How can I tell if the fund is appropriate for me?

Consider your investment goals, your time horizon for achieving them, and
your tolerance for the inherent risk of common stock and international
investments. If you want to diversify your domestic stock portfolio by adding
foreign investments, seek the long-term capital appreciation potential of
growth stocks, and are comfortable with the risks that accompany foreign
investments, the fund could be an appropriate part of your overall investment
strategy.

The fund can be used in both regular and tax-deferred accounts, such as IRAs.

. The fund should not represent your complete investment program or be used
for short-term trading purposes.

How has the fund performed in the past?

The bar chart showing calendar year returns and the average annual total
return table indicate risk by illustrating how much returns can differ from
one year to the next and over time. Fund past performance is no guarantee of
future returns.

The fund can also experience short-term performance swings, as shown by the
best and worst calendar quarter returns during the years depicted in the
chart.

<PAGE>

T. ROWE PRICE
<TABLE>
<CAPTION>
Calendar Year Total Returns
"90" "91" "92" "93" "94" "95" "96" "97" "98" "99"
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
-8.89 15.87 -3.47 40.11 -0.76 11.39 15.99 2.70 16.14 34.60
----------------------------------------------------------------------
</TABLE>

Quarter ended Total return

Best quarter 12/31/99 24.70%

Worst quarter 9/30/90 -18.70%

<TABLE>
Table 1 Average Annual Total Returns
<CAPTION>
Periods ended December 31, 1999
1 year 5 years 10 years/ /
--------------------------------------------------------------------------
<S> <C> <C> <C>
International Stock Fund 34.60% 15.71% 11.38%

MSCI EAFE Index 27.30 13.15 7.33
Lipper International Funds Average/ / 40.80 15.05 10.22
--------------------------------------------------------------------------
</TABLE>

These figures include changes in principal value, reinvested dividends, and
capital gain distributions, if any.

What fees or expenses will I pay?

The fund is 100% no load. There are no fees or charges to buy or sell fund
shares, reinvest dividends, or exchange into other T. Rowe Price funds. There
are no 12b-1 fees. Like all mutual funds, the fund charges the following:

. A management fee The percent of fund assets paid to the fund's investment
manager. The fund's fee comprises a group fee, 0.32% as of December 31, 1999,
and an individual fund fee of 0.35%.

. "Other" administrative expenses Primarily the servicing of shareholder
accounts, such as providing statements and reports, disbursing dividends, and
providing custodial services.
<PAGE>

ABOUT THE FUND
<TABLE>
Table 2 Fees and Expenses of the Fund
<CAPTION>
Annual fund operating expenses
(expenses that are deducted from fund assets)
-------------------------------------------------------------------------------------
<S> <C>
Management fee 0.67%/ // /
Other expenses 0.18%
Total annual fund operating 0.85%/ // /
expenses
-------------------------------------------------------------------------------------
</TABLE>

Example. The following table gives you a rough idea of how expense ratios
may translate into dollars and helps you to compare the cost of investing in
this fund with that of other funds. Although your actual costs may be higher
or lower, the table shows how much you would pay if operating expenses remain
the same, you invest $10,000, you earn a 5% annual return, and you hold the
investment for the following periods:
<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
----------------------------------------------------
<S> <C> <C> <C>
$87 $271 $471 $1,049
----------------------------------------------------
</TABLE>

OTHER INFORMATION ABOUT THE FUND
----------------------------------------------------------

What are some of the potential rewards of investing overseas through the fund?

Investing abroad increases the opportunities available to you. Many foreign
countries may have greater potential for economic growth than the U.S.
Foreign investments also provide effective diversification for an all-U.S.
portfolio, since historically their returns have not moved in sync with U.S.
stocks over long time periods. Investing a portion of your overall portfolio
in foreign stock funds can enhance your diversification while providing the
opportunity to boost long-term returns.

How does the portfolio manager try to reduce risk?

The principal tools we use to try to reduce risk are intensive research and
diversification. Currency hedging techniques may be used from time to time.

. Diversification significantly reduces, but does not eliminate, risk. The
impact on the fund's share price from a drop in the price of a particular
stock is reduced substantially by investing in a portfolio with dozens of
different companies. Likewise, the impact of unfavorable developments in a
particular country is reduced
<PAGE>

T. ROWE PRICE
when investments are spread among many countries. However, the economies and
financial markets of countries in a certain region may be influenced heavily
by one another.

. Though the fund doesn't normally engage in extensive currency hedging, fund
managers can employ currency forwards and options to hedge the risk to the
portfolio when foreign exchange movements are expected to be unfavorable for
U.S. investors. In a general sense, these tools allow a manager to lock in a
specified exchange rate for a stated period of time. (For more details,
please see Foreign Currency Transactions under Investment Policies and
Practices.) If the manager's forecast proves to be wrong, such a hedge may
cause a loss. Also, it may be difficult or impractical to hedge currency risk
in many emerging countries.

Is there other information I can review before making a decision?

Investment Policies and Practices in Section 3 discusses various types of
portfolio securities the fund may purchase as well as types of management
practices the fund may use.
<PAGE>

ABOUT YOUR ACCOUNT
PRICING SHARES AND RECEIVING SALE PROCEEDS
----------------------------------------------------------
Here are some procedures you should know when investing in a T. Rowe Price
fund.

How and when shares are priced

The share price (also called "net asset value" or NAV per share) for the fund
is calculated at the close of the New York Stock Exchange, normally 4 p.m.
ET, each day the New York Stock Exchange is open for business. To calculate
the NAV, the fund's assets are valued and totaled, liabilities are
subtracted, and the balance, called net assets, is divided by the number of
shares outstanding. Current market values are used to price fund shares.

The fund's portfolio securities usually are valued on the basis of the most
recent closing market prices at 4 p.m. ET when the fund calculates its NAV.
Most of the securities in which the fund invests, however, are traded in
markets that close before that time. For securities primarily traded in the
Far East, for example, the most recent closing prices may be as much as 15
hours old at 4 p.m. Normally, developments that could affect the values of
portfolio securities that occur between the close of the foreign market and 4
p.m. ET will not be reflected in the fund's NAV. However, if the fund
determines that such developments are so significant that they will, in its
judgment, clearly and materially affect the value of the fund's securities,
the fund may adjust the previous closing prices to reflect what it believes
to be the fair value of the securities as of 4:00 p.m. ET. The fund may fair
value securities in other situations, for example, when a particular foreign
market is closed but the fund is open.

How your purchase, sale, or exchange price is determined

If we receive your request in correct form by 4 p.m. ET, your transaction
will be priced at that day's NAV. If we receive it after 4 p.m., it will be
priced at the next business day's NAV.

We cannot accept orders that request a particular day or price for your
transaction or any other special conditions.

Fund shares may be purchased through various third-party intermediaries
including banks, brokers, and investment advisers. Where authorized by a
fund, orders will be priced at the NAV next computed after receipt by the
intermediary. Consult your intermediary to determine when your orders will be
priced. The intermediary may charge a fee for its services.
<PAGE>

T. ROWE PRICE
Note: The time at which transactions and shares are priced and the time until
which orders are accepted may be changed in case of an emergency or if the
New York Stock Exchange closes at a time other than 4 p.m. ET.

How you can receive the proceeds from a sale

. When filling out the New Account Form, you may wish to give yourself the
widest range of options for receiving proceeds from a sale.

. Exception: Under certain circumstances and when deemed to be in a fund's
best interests, your proceeds may not be sent for up to seven calendar days
after we receive your redemption request.

. If for some reason we cannot accept your request to sell shares, we will
contact you.

USEFUL INFORMATION ON DISTRIBUTIONS AND TAXES
----------------------------------------------------------
. All net investment income and realized capital gains are distributed to
shareholders.

Dividends and Other Distributions

ABOUT THE FUND
Income dividends
. The fund declares and pays dividends (if any) annually.

. The dividends of the fund will not be eligible for the 70% deduction for
dividends received by corporations, if, as expected, none of the fund's
income consists of dividends paid by U.S. corporations.

Capital gains
. A capital gain or loss is the difference between the purchase and sale price
of a security.

. If a fund has net capital gains for the year (after subtracting any capital
losses), they are usually declared and paid in December to shareholders of
record on a specified date that month.

Tax Information

. You will be sent timely information for your tax filing needs.

You need to be aware of the possible tax consequences when:

. You sell fund shares, including an exchange from one fund to another.

. The fund makes a distribution to your account.

Taxes on fund redemptions
When you sell shares in any fund, you may realize a gain or loss. An exchange
from one fund to another is still a sale for tax purposes.

To help you maintain accurate records, we send you a confirmation immediately
following each transaction you make (except for systematic purchases and
redemptions) and a year-end statement detailing all your transactions in each
fund account during the year.
<PAGE>

T. ROWE PRICE
Taxes on fund distributions
. The following summary does not apply to retirement accounts, such as IRAs,
which are not subject to current tax.

. Distributions are taxable whether reinvested in additional shares or
received in cash.

Note: For information on the tax consequences of hedging, please see
Investment Policies and Practices.

TRANSACTION PROCEDURES AND SPECIAL REQUIREMENTS
----------------------------------------------------------
. Following these procedures helps assure timely and accurate transactions.
<PAGE>

ABOUT THE FUND
Purchase Conditions

Nonpayment
If you pay with a check or ACH transfer that does not clear or if your
payment is not timely received, your purchase will be canceled. You will be
responsible for any losses or expenses incurred by the fund or transfer
agent, and the fund can redeem shares you own in this or another identically
registered T. Rowe Price fund as reimbursement. The fund and its agents have
the right to reject or cancel any purchase, exchange, or redemption due to
nonpayment.

U.S. dollars; type of check
All purchases must be paid for in U.S. dollars; checks must be drawn on U.S.
banks.

Sale (Redemption) Conditions

Holds on immediate redemptions: 10-day hold

If you sell shares that you just purchased and paid for by check or ACH
transfer, the fund will process your redemption but will generally delay
sending you the proceeds for up to 10 calendar days to allow the check or
transfer to clear. If your redemption request was sent by mail or mailgram,
proceeds will be mailed no later than the seventh calendar day following
receipt unless the check or ACH transfer has not cleared. (The 10-day hold
does not apply to purchases paid for by bank wire or automatic purchases
through your paycheck.)

Telephone, Tele*Access/(R)/, and personal computer transactions

Redemptions over $250,000
Large sales can adversely affect a portfolio manager's ability to implement a
fund's investment strategy by causing the premature sale of securities that
would otherwise be held. If, in any 90-day period, you redeem (sell) more
than $250,000, or your sale amounts to more than 1% of fund net assets, the
fund has the right to pay the difference between the redemption amount and
the lesser of the two previously mentioned figures with securities from the
fund.
<PAGE>

T. ROWE PRICE
Excessive Trading

. T. Rowe Price may bar excessive traders from purchasing shares.

Keeping Your Account Open

Small Account Fee

Because of the disproportionately high costs of servicing accounts with low
balances, a $10 fee, paid to T. Rowe Price Services, the fund's transfer
agent, will automatically be deducted from nonretirement accounts with
balances falling below a minimum level. The valuation of accounts and the
deduction are expected to take place during the last five business days of
September. The fee will be deducted from accounts with balances below $2,000,
except for UGMA/ UTMA accounts, for which the limit is $500. The fee will be
waived for any investor whose T. Rowe Price mutual fund investments total
$25,000 or more. Accounts employing automatic investing (e.g., payroll
deduction, automatic
<PAGE>

ABOUT THE FUND
purchase from a bank account, etc.) are also exempt from the charge. The fee
will not apply to IRAs and other retirement plan accounts. (A separate
custodial fee may apply to IRAs and other retirement plan accounts.)

Signature Guarantees

. A signature guarantee is designed to protect you and the T. Rowe Price funds
from fraud by verifying your signature.

You may need to have your signature guaranteed in certain situations, such
as:

. Written requests 1) to redeem over $100,000, or 2) to wire redemption
proceeds.

. Remitting redemption proceeds to any person, address, or bank account not on
record.

. Transferring redemption proceeds to a T. Rowe Price fund account with a
different registration (name or ownership) from yours.

. Establishing certain services after the account is opened.

MORE ABOUT THE FUND
ORGANIZATION AND MANAGEMENT
----------------------------------------------------------

How is the fund organized?

What is meant by "shares"?

As with all mutual funds, investors purchase shares when they put money in a
fund. These shares are part of a fund's authorized capital stock, but share
certificates are not issued.

Each share and fractional share entitles the shareholder to:

. Receive a proportional interest in a fund's income and capital gain
distributions.

. Cast one vote per share on certain fund matters, including the election of
fund directors, changes in fundamental policies, or approval of changes in
the fund's management contract.

Do T. Rowe Price funds have annual shareholder meetings?

ABOUT THE FUND
Who runs the fund?

General Oversight
The corporation is governed by a Board of Directors that meets regularly to
review the fund investments, performance, expenses, and other business
affairs. The Board elects the corporation's officers. The policy of the
corporation is that the majority of Board members are independent of
Price-Fleming.

. All decisions regarding the purchase and sale of fund investments are made
by Price-Fleming - specifically by the fund's Investment Advisory Group.

Investment Manager
Price-Fleming is responsible for selection and management of the fund's
portfolio investments. Price-Fleming's U.S. office is located at 100 East
Pratt Street, Baltimore, Maryland 21202. Price-Fleming also has offices in
London, Tokyo, Singapore, Hong Kong, Buenos Aires, and Paris. Price-Fleming
was incorporated in Maryland in 1979 as a joint venture between T. Rowe Price
and Robert Fleming Holdings Limited (Flemings).

Portfolio Management

The fund has an Investment Advisory Group that has day-to-day responsibility
for managing the portfolio and developing and executing the fund's investment
program. The members of the advisory group are: John R. Ford, James B.M.
Seddon, Mark C.J. Bickford-Smith, and David J.L. Warren.

John Ford joined Price-Fleming in 1982 and has 20 years of experience with
the Fleming Group in research and portfolio management. James Seddon joined
Price-Fleming in 1987 and has 13 years of portfolio management experience.
Mark Bickford-Smith joined Price-Fleming in 1995 and has 15 years of
experience in equity research and portfolio management. David Warren joined
Price-Fleming in 1983 and has 19 years of experience in equity research,
fixed income research, and portfolio management.
<PAGE>

T. ROWE PRICE
Portfolio Transactions

Decisions with respect to the purchase and sale of the fund's portfolio
securities on behalf of the fund are made by Price-Fleming. The corporation's
Board of Directors has authorized Price-Fleming to utilize affiliates of
Flemings and Jardine Fleming in the capacity of broker in connection with the
execution of a fund's portfolio transactions if Price-Fleming believes that
doing so would result in an economic advantage (in the form of lower
execution costs or otherwise) to the fund.

<TABLE>
Group Fee Schedule
<CAPTION>
<S> <C>
0.334%/a/ First $50 billion

0.305% Next $30 billion

0.300% Next $40 billion

0.295% Thereafter
--------------------------------------
</TABLE>

/a/ Represents a blended group fee rate containing various break points.

The fund's portion of the group fee is determined by the ratio of its daily
net assets to the daily net assets of all the T. Rowe Price funds described
previously. Based on combined T. Rowe Price funds' assets of over $106
billion at December 31, 1999, the group fee was 0.32%. The individual fund
fee is 0.35%.

Research and Administration

ABOUT THE FUND
under Price-Fleming's management. In addition to the research provided under
these agreements, Price-Fleming has access to the publicly available research
materials produced by FIM and JFIH. FIM is a wholly owned subsidiary of
Flemings. JFIH is a wholly owned subsidiary of Jardine Fleming.

UNDERSTANDING PERFORMANCE INFORMATION
----------------------------------------------------------

Total Return

Advertisements may include cumulative or average annual total return figures,
which may be compared with various indices, other performance measures, or
other mutual funds.

Cumulative Total Return

Average Annual Total Return

T. ROWE PRICE
INVESTMENT POLICIES AND PRACTICES
----------------------------------------------------------

Shareholder approval is required to substantively change fund objectives and
certain investment restrictions noted in the following section as
"fundamental policies." The managers follow certain "operating policies,"
which can be changed without shareholder approval. However, significant
changes are discussed with shareholders in fund reports. Fund investment
restrictions and policies are adhered to at the time of investment. A later
change in circumstances will not require the sale of an investment if it was
proper at the time it was made.

Fund holdings of certain kinds of investments cannot exceed maximum
percentages of total assets, which are set forth in this prospectus. For
instance, fund investments in hybrid instruments are limited to 10% of total
assets. While these restrictions provide a useful level of detail about fund
investments, investors should not view them as an accurate gauge of the
potential risk of such investments. For example, in a given period, a 5%
investment in hybrid instruments could have significantly more of an impact
on a fund's share price than its weighting in the portfolio. The net effect
of a particular investment depends on its volatility and the size of its
overall return in relation to the performance of all the fund's other
investments.

Changes in fund holdings, fund performance, and the contribution of various
investments are discussed in the shareholder reports sent to you.

. Fund managers have considerable leeway in choosing investment strategies and
selecting securities they believe will help achieve fund objectives.

Types of Portfolio Securities

Fundamental policy The fund will not purchase a security if, as a result,
with respect to 75% of its total assets, more than 5% of its total assets
would be invested in securities of a single issuer, or if more than 10% of
the voting securities of the issuer would be held by the fund.
<PAGE>

ABOUT THE FUND

Fund investments are primarily in common stocks (normally, at least 65% of
total assets) and, to a lesser degree, other types of securities as described
below.

Common and Preferred Stocks

Stocks represent shares of ownership in a company. Generally, preferred stock
has a specified dividend and ranks after bonds and before common stocks in
its claim on income for dividend payments and on assets should the company be
liquidated. After other claims are satisfied, common stockholders participate
in company profits on a pro-rata basis; profits may be paid out in dividends
or reinvested in the company to help it grow. Increases and decreases in
earnings are usually reflected in a company's stock price, so common stocks
generally have the greatest appreciation and depreciation potential of all
corporate securities. While most preferred stocks pay a dividend, preferred
stock may be purchased where the issuer has omitted, or is in danger of
omitting, payment of its dividend. Such investments would be made primarily
for their capital appreciation potential.

Convertible Securities and Warrants

Fixed Income Securities

From time to time, we may invest in investment-grade, fixed-income
securities. These securities would be purchased in companies that meet fund
investment criteria. The price of a bond fluctuates with changes in interest
rates, generally rising when interest rates fall and falling when interest
rates rise.

Hybrid Instruments

. Hybrids can have volatile prices and limited liquidity, and their use may
not be successful.
<PAGE>

T. ROWE PRICE

Operating policy Fund investments in hybrid instruments are limited to 10%
of total assets.

Operating policy Fund investments in illiquid securities are limited to 15%
of net assets.

Types of Investment Management Practices

Reserve Position

Borrowing Money and Transferring Assets

Fundamental policy Borrowings may not exceed 33/1//\\/3/\\% of total fund
assets.

Foreign Currency Transactions
The fund will normally conduct its foreign currency exchange transactions
either on a spot (i.e., cash) basis at the spot rate prevailing in the
foreign currency exchange market, or through entering into forward contracts
to purchase or sell foreign currencies. The fund will generally not enter
into a forward contract with a term greater than one year.
<PAGE>

ABOUT THE FUND

The fund will generally enter into forward foreign currency exchange
contracts only under two circumstances. First, when the fund enters into a
contract for the purchase or sale of a security denominated in a foreign
currency, it may desire to "lock in" the U.S. dollar price of the security.
Second, when Price-Fleming believes that the currency of a particular foreign
country may move substantially against another currency, it may enter into a
forward contract to sell or buy the former foreign currency (or another
currency that acts as a proxy for that currency). The contract may
approximate the value of some or all of the fund's portfolio securities
denominated in such foreign currency. Under certain circumstances, the fund
may commit a substantial portion or the entire value of its portfolio to the
consummation of these contracts. Price-Fleming will consider the effect such
a commitment to forward contracts would have on the investment program of the
fund and the flexibility of the fund to purchase additional securities.
Although forward contracts will be used primarily to protect the fund from
adverse currency movements, they also involve the risk that anticipated
currency movements will not be accurately predicted, and the fund's total
return could be adversely affected as a result.

Futures and Options

T. ROWE PRICE
put options are written may not exceed 25% of its total assets. No more than
5% of fund total assets will be committed to premiums when purchasing call or
put options.

Tax Consequences of Hedging
Under applicable tax law, the fund may be required to limit its gains from
hedging in foreign currency forwards, futures, and options. Although the fund
is expected to comply with such limits, the extent to which these limits
apply is subject to tax regulations as yet unissued. Hedging may also result
in the application of the mark-to-market and straddle provisions of the
Internal Revenue Code. These provisions could result in an increase (or
decrease) in the amount of taxable dividends paid by the fund and could
affect whether dividends paid by the fund are classified as capital gains or
ordinary income.

Lending of Portfolio Securities

Fundamental policy The value of loaned securities may not exceed
33/1//\\/3/\\% of total fund assets.

Portfolio Turnover

Turnover is an indication of frequency. The fund will not generally trade in
securities for short-term profits, but when circumstances warrant, securities
may be purchased and sold without regard to the length of time held. A high
turnover rate may increase transaction costs and result in higher capital
gain distributions by the fund. The fund's portfolio turnover rates for the
fiscal years ended October 31, 1999, 1998, and 1997 were 17.6%, 12.2%, and
15.8%, respectively.

FINANCIAL HIGHLIGHTS
----------------------------------------------------------
Table 3, which provides information about the fund's financial history, is
based on a single share outstanding throughout each fiscal year. The table is
part of the fund's financial statements, which are included in its annual
report and are incorporated by reference into the Statement of Additional
Information (available upon request). The total returns in the table
represent the rate that an investor would have earned or lost on an
investment in the fund (assuming reinvestment of all dividends and
distributions). The financial statements in the annual report were audited by
the fund's independent accountants, PricewaterhouseCoopers LLP.
<PAGE>

ABOUT THE FUND

<TABLE>
Table 3 Financial Highlights
<CAPTION>
Year ended October 31
1995 1996 1997 1998 1999
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>

Net asset value,
beginning of period $12.84 $12.09 $ 13.47 $14.14 $ 14.39
Income From Investment Operations
Net investment income 0.18 0.19 0.19 0.23 0.17
-----------------------------------------------
Net gains or losses on
securities (both
realized and (0.19) 1.57 0.86 0.77 2.71
unrealized)
-----------------------------------------------
Total from investment
operations (0.01) 1.76 1.05 1.00 2.88
Less Distributions
Dividends (from net (0.12) (0.18) (0.18) (0.20) (0.22)
investment income)
-----------------------------------------------
Distributions (from (0.62) (0.20) (0.20) (0.55) (0.35)
capital gains)
-----------------------------------------------
Returns of capital -- -- -- -- --
-----------------------------------------------
Total distributions (0.74) (0.38) (0.38) (0.75) (0.57)
-----------------------------------------------
Net asset value, end $12.09 $13.47 $ 14.14 $14.39 $ 16.70
of period
-----------------------------------------------
Total return/a/ 0.38% 14.87% 7.90% 7.48% 20.67%
Ratios/Supplemental Data
Net assets, end of $6,386 $8,776 $10,005 $9,537 $10,615
period (in millions)
-----------------------------------------------
Ratio of expenses to 0.91% 0.88% 0.85% 0.85% 0.85%
average net assets
-----------------------------------------------
Ratio of net income to 1.56% 1.58% 1.33% 1.50% 1.05%
average net assets
-----------------------------------------------
Portfolio turnover rate 17.8% 11.6% 15.8% 12.2% 17.6%
------------------------------------------------------------------------------
</TABLE>

/a/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.
<PAGE>

INVESTING WITH T. ROWE PRICE
ACCOUNT REQUIREMENTS AND TRANSACTION INFORMATION
----------------------------------------------------------
Tax Identification Number
We must have your correct Social Security or corporate tax identification number
on a signed New Account Form or W-9 Form. Otherwise, federal law requires the
funds to withhold a percentage (currently 31%) of your dividends, capital gain
distributions, and redemptions, and may subject you to an IRS fine. If this
information is not received within 60 days after your account is established,
your account may be redeemed, priced at the NAV on the date of redemption.

Always verify your transactions by carefully reviewing the confirmation we send
you. Please report any discrepancies to Shareholder Services promptly.

OPENING A NEW ACCOUNT
----------------------------------------------------------
$2,500 minimum initial investment; $1,000 for retirement plans or gifts or
transfers to minors (UGMA/UTMA) accounts

By Mail

ABOUT THE FUND
over checks that are properly endorsed. In addition, the fund does not accept
purchases made by credit card check.

Mail via United States Postal Service
T. Rowe Price Account Services P.O. Box 17300 Baltimore, MD 21297-1300