FLAG INVESTORS INTERNATIONAL FUND INC
N-30D, 1996-06-14
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                  [Flag Investors logo]
                      Flag Investors
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                          Growth                           Flag
           Flag Investors Emerging Growth Fund             Investors
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                      Equity Income
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                         Balanced
            Flag Investors Value Builder Fund

                          Income
       Flag Investors Intermediate-Term Income Fund
  Flag Investors Total Return U.S. Treasury Fund Shares

                     Tax-Free Income
       Flag Investors Managed Municipal Fund Shares
           Flag Investors Maryland Intermediate
                   Tax-Free Income Fund

                      Current Income
         Flag Investors Cash Reserve Prime Shares


                       P.O. Box 515                        Semi-Annual Report
                Baltimore, Maryland 21203                  April 30, 1996
                       800-767-FLAG

                     Distributed by:
                    ALEX. BROWN & SONS
                       INCORPORATED


<PAGE>

                             [Flag Investors logo]
                                 FLAG INVESTORS
                               INTERNATIONAL FUND

Directors and Officers

Truman T. Semans            John W. Church, Jr.
Chairman                    President

James J. Cunnane            Andrew B. Williams
Director                    Executive Vice President

Richard T. Hale             Gary V. Fearnow
Director                    Vice President

John F. Kroeger             Edward J. Veilleux
Director                    Vice President

Louis E. Levy               Brian C. Nelson
Director                    Vice President and Secretary

Eugene J. McDonald          Joseph A. Finelli
Director                    Treasurer

Carl W. Vogt, Esq.          Laurie D. DePrine
Director                    Assistant Secretary

Harry Woolf
Director

Investment Objective
A mutual fund seeking long-term growth of capital  primarily through  investment
in a diversified  portfolio of marketable equity securities of issuers domiciled
outside of the United States.

Investment Advisor
Investment Company Capital Corp.
P.O. Box 515
Baltimore, MD 21203
(800) 553-8080

Custodian
PNC Bank, N.A.

Transfer Agent
Investment Company Capital Corp.

Legal Counsel
Morgan, Lewis & Bockius LLP

Independent Auditors
Deloitte & Touche LLP

Fund Highlights


                          Average Annual Total Return*
  Periods ended 4/30/96:

  Six Months                                12.9%
  One Year                                  16.6%
  Five Years                                 7.5%
  Since Inception (11/18/86)                 7.2%

*These  figures  assume  the   reinvestment   of  dividends  and  capital  gains
distributions  and exclude the impact of any sales  charge.  If the sales charge
was reflected,  the quoted  performance would be lower.  Since investment return
and principal  value will fluctuate,  an investor's  shares may be worth more or
less  than  their  original  cost  when  redeemed.  Past  performance  is not an
indicator  of  future   results.   Please  review  the  Additional   Performance
Information on page 3.


Portfolio Breakdown by Country
 Australia         3.6%
 Canada            1.7
 Finland           1.6
 France            7.9
 Germany           5.8
 Hong Kong         2.1
 Italy             5.3                              [Pie Chart Appears Here--
 Japan            28.3                                 Plot Points at Left]
 Malaysia          2.3
 Mexico            1.1
 Netherlands       6.7
 Norway            1.3
 Spain             7.1
 Switzerland       1.7
 Thailand          3.3
 United Kingdom   18.4
 United States     1.8

                                       1

<PAGE>

                             [Flag Investors logo]
                                 FLAG INVESTORS
                               INTERNATIONAL FUND

Dear Shareholders:

     International  stock markets have  performed well over the past six months.
Investors continue to react positively to the favorable combination of continued
earnings growth,  modest valuations and stable interest rates. Over this period,
the Asian markets recorded the best returns as Japanese stocks pulled the region
higher with an 18% gain in dollar terms. Europe benefited from the same factors,
and the region appreciated 8.5%.

     Overall, the Morgan Stanley Capital  International Europe,  Australia,  Far
East (EAFE)  Index  produced a 13.2% total  return  during the six months  ended
April 30, 1996.  Your Fund  generated a 12.9%  return over the same period.  The
Fund's  slight  underperformance  versus  the  Index  was due  primarily  to the
relatively  low, 28% exposure to Japanese  stocks,  versus a 40% exposure in the
Index. Over the past year,  favorable security and country selection enabled the
Fund to outperform  the Index,  with a total return of 16.6% versus 11.4% in the
Index.

     Many attractive  investment  opportunities in  international  stocks remain
unexploited.  Due to their low valuations,  European markets, in general, should
perform well over the next eighteen months. Presently,  approximately 57% of the
Fund's net assets are invested in select European equities.

     After several years of recession,  the Japanese  economy finally appears to
be recovering in 1996. Many of these holdings are financially  strong  companies
that have reduced operating costs and are  well-positioned to participate in the
developing  earnings recovery there.  Japanese stocks currently represent 28% of
the Fund's net assets.

     The balance of the Fund's  investments are in the rapidly expanding Pacific
Rim economies or in Mexico,  which, like Japan, is in a recovery mode. We expect
this mix of  attractively  valued  assets to  produce  returns  superior  to the
EAFE Index.

     Thank you for your continued interest in the Fund.

Sincerely,


/s/ John W. Church, Jr.     /s/ Andrew B. Williams
John W. Church, Jr.         Andrew B. Williams
President                   Executive Vice President

May 22, 1996

                                       2

<PAGE>

                             [Flag Investors logo]
                                 FLAG INVESTORS
                               INTERNATIONAL FUND


Additional Performance Information

     The shareholder letter included in this report contains statistics designed
to help you evaluate the performance of your Fund's  management.  The Securities
andExchange  Commission  (SEC)requires that when we report such figures, we also
include the Fund's  total  return,  according  to a  standardized  formula,  for
various time periods  through the end of the most recent calendar  quarter.  The
SEC total return figures differ from those we reported  because the time periods
may be  different  and because  the  SECcalculation  includes  the impact of the
Fund's currently effective 4.50% maximum sales charge.

- --------------------------------------------------------------------------------
                AVERAGE ANNUAL TOTAL RETURN

                                        % Return With
  Periods ended 3/31/96:                Sales Charge
- --------------------------------------------------------------------------------
  One Year                                  9.60%
  Five Years                                5.97%
  Since Inception (11/18/86)                6.24%


     Any  performance  figures  shown are for the full period  indicated.  Since
investment  return and principal value will fluctuate,  an investor's shares may
be worth more or less than their original cost when redeemed.  Past  performance
is not an indicator of future results.

     This report is prepared for the general information of shareholders.  It is
authorized  for  distribution  to  prospective  investors  only when preceded or
accompanied by an effective prospectus.

     For more complete  information  regarding any of the Flag Investors  Funds,
including  charges  and  expenses,  obtain a  prospectus  from  your  investment
representative  or directly from the Fund at  1-800-767-FLAG.  Read it carefully
before you invest.


 Ten Largest Holdings
 (As of  April 30, 1996)

                                          Percent of
Company                                   Net Assets
- --------------------------------------------------------------------------------

 1. Mirror Group Newspapers PLC               4.5%
    Large publisher in the U.K. with various
    newspapers in England and Scotland.
- ---------------------------------------------------------------------------

 2. Deutsche Bank AG                          3.6
    Largest bank in Germany, providing
    banking and related financial services
    worldwide.
- ---------------------------------------------------------------------------

 3. Siam Commercial Bank Ltd.                 3.3
    One of the leading medium-sized banks
    in Thailand.

 4. Lend Lease Corp.                          3.0
    One of the leading financial services
    groups in Australia with businesses and
    property services and construction.

 5. IHC Caland NV Holdings                     2.9
    Dutch engineering company serving
    the oil, dredging and mining industries.

 6. Dragados & Construcciones SA               2.6
    Civil engineering and construction
    company in Spain.

 7. Tomkins PLC ADS                            2.5
    U.K.-based conglomerate involved in
    the manufacture of fluid controls,
    industrial products, food, garden and
    leisure products.

 8. Elf Aquitaine                             2.4
    International integrated oil and gas
    company in France.

 9. Algemene Bank Nederland                   2.3
    Amsterdam-Rotterdam
    Netherlands' largest bank and one of
    the ten largest banks in Europe.

10. Malaysian International Shipping          2.3
    Corp. Berhad `F'
    Operates a fleet of vessels and is
    involved in shipbuilding, warehousing,
    trucking and port operations.

                                       3

<PAGE>

                             [Flag Investors logo]
                                 FLAG INVESTORS
                               INTERNATIONAL FUND


Statement of Net Assets                                           April 30, 1996
(Unaudited)

<TABLE>
<CAPTION>
                                                 Percent                                                    Percent
No. of                                   Value   of Net    No. of                                  Value    of Net
Shares            Security             (Note A)  Assets    Shares             Security           (Note A)   Assets
- ---------------------------------------------------------------------------------------------------------------------------
<C>       <S>                          <C>          <C>       <C>    <S>                          <C>          <C>
          COMMON STOCK--98.1%

          AUSTRALIA--3.6%                                            JAPAN (continued)
   41,163 Burns Philip &Co.            $ 84,466      0.6%      2,000 Aoyama ADR                   $ 62,756      0.5%
   26,634 Lend Lease Corp.              406,229      3.0      10,000 Canon, Inc.                   198,379      1.5
                                        490,695      3.6         600 Chukyo Coca-Cola                6,924      --
                                                              10,000 Daiwa House Industry
          CANADA--1.7%                                                 Co. Ltd.                    159,275      1.2
                                                                  50 East Japan Railway Co.        266,571      2.0
       70 Bank of Nova Scotia*            1,586      --       25,000 Hitachi Ltd.                  269,432      2.0
    5,000 Magna International           231,875      1.7      12,000 Honda Motor Co.               273,534      2.0
                                        233,461      1.7      20,000 Kao Corp.                     267,048      2.0
                                                               1,500 Kyocera Corp. ADR             226,313      1.7
          FINLAND--1.6%                                       14,000 Matsushita Electric
    6,000 Nokia Corp.                   218,250      1.6               Industry Co.                247,020      1.8
                                                              20,000 Nishimatsu Construction
          FRANCE--7.9%                                                 Co.                         234,621      1.7
    4,258 Elf Aquitaine                 316,509      2.4       4,000 Rohm Company                  254,077      1.9
    2,549 Generale des Eaux             277,087      2.1      11,000 Sankyo Co.                    266,476      2.0
    4,356 Lafarge Coppee SA             278,885      2.1       7,000 Sharp Corp.                   121,507      0.9
    9,680 Lagardere Groupe,                                   20,000 Toda Construction Co.         217,453      1.6
          Warrants Expiring                                   10,000 Yamanouchi
          6/30/97*                        7,677      --                Pharmaceutical              236,528      1.8
    4,000 Technip ADR                   179,598      1.3                                         3,813,589     28.3
                                      1,059,756      7.9
                                                                     MALAYSIA--2.3%
          GERMANY--5.8%                                       94,666 Malaysian International
   10,000 Deutsche Bank AG              478,928      3.6             Shipping Corp.
    6,000 Veba AG                       296,570      2.2             Berhad `F'                    303,770      2.3
                                        775,498      5.8
                                                                     MEXICO--1.1%
          HONG KONG--2.0%                                     33,750 Cementos Astsk `B' SA         144,278      1.1
  125,000 Hong Kong Land Holdings       267,500      2.0
                                                                     NETHERLANDS--6.7%
          ITALY--5.3%                                          6,114 Algemene Bank Nederland
    8,756 Assicurazioni Generali        218,619      1.6             Amsterdam-Rotterdam           316,494      2.3
   21,300 Benetton Group SpA            256,010      1.9      10,100 Bols Wessanew                 197,461      1.5
  120,000 Telecom Italia                245,000      1.8      10,000 IHC Caland NV Holdings        392,763      2.9
                                        719,629      5.3                                           906,718      6.7

          JAPAN--28.3%                                               NORWAY--1.3%
    6,600 Acom Co., Ltd.                248,641      1.8       4,300 Kvaerner AS                   176,704      1.3
    5,000 Amway Japan Ltd.              257,034      1.9
</TABLE>

                                       4

<PAGE>

                             [Flag Investors logo]
                                 FLAG INVESTORS
                               INTERNATIONAL FUND


Statement of Net Assets (concluded)                               April 30, 1996
(Unaudited)

<TABLE>
<CAPTION>                                                  No. of
                                                 Percent   Shares/                                          Percent
No. of                                   Value   of Net      Par                                  Value     of Net
Shares            Security             (Note A)  Assets     (000)          Security              (Note A)   Assets
- ---------------------------------------------------------------------------------------------------------------------------
<C>       <S>                         <C>           <C>       <C>  <S>                         <C>          <C>
          COMMON STOCK (concluded)                                 PREFERRED STOCK--0.1%

          SPAIN--7.1%                                              HONG KONG
   10,000 Banco Central Hispano       $ 209,595      1.6%       16 Dairy Farm International
   25,000 Dragados &                                               Holdings Ltd., Cvt.
            Construcciones SA           344,082      2.6           (Cost $16,000)              $  13,360      0.1%
    6,000 Repsol SA                     220,134      1.6
   10,000 Vallehermoso SA               180,889      1.3           REPURCHASE AGREEMENT--1.7%
                                        954,700      7.1      $225 Goldman Sachs & Co., 5.20%
                                                                     Dated 4/30/96, to be
          SWITZERLAND--1.7%                                          repurchased on 5/1/96,
    1,260 Schweizerischer Bankverein                                 collateralized by U.S.
            (Swiss Bank Corp.),                                      Treasury Notes with a
            Registered Shares*          235,078      1.7             market value of
                                                                     $230,180.
          THAILAND--3.3%                                             (Cost $225,000)             225,000      1.7
   30,000 Siam Commercial Bank
          Ltd. `F'                      441,980      3.3           Total Investment
                                                                     In Securities
          UNITED KINGDOM--18.4%                                      (Cost $10,951,660)**     13,451,997     99.9

   22,967 Argyll Group PLC              115,024      0.9           Other Assets in Excess
   16,149 The Boots Co. PLC             154,447      1.1             of Liabilities, Net          10,075      0.1
   20,000 Grand Metropolitan PLC        131,843      1.0
   70,000 Iceland Group PLC             161,560      1.2           Net Assets                $13,462,072    100.0%
  174,000 Mirror Group
            Newspapers PLC*             603,702      4.5           Net Asset Value and
   25,000 National Power PLC            211,567      1.6             Redemption Price
   50,000 Scottish Power PLC            280,958      2.1             Per Share
   40,000 Smith (WH) Group PLC          298,683      2.2             ($13,462,072 / 940,061
   25,000 Tate & Lyle PLC               181,774      1.3             shares outstanding)          $14.32
   80,000 Tomkins PLC ADS               332,473      2.5
                                      2,472,031     18.4           Maximum Offering
          Total Common Stock                                         Price Per Share
            (Cost $10,710,660)       13,213,637     98.1             ($14.32 / .955)              $14.99
</TABLE>

 *Non-income producing security.
**Also aggregate cost for federal tax purposes.
See accompanying Notes to Financial Statements.


                                       5

<PAGE>

                             [Flag Investors logo]
                                 FLAG INVESTORS
                               INTERNATIONAL FUND

Statement of Operations                  For the Six Months Ended April 30, 1996
(Unaudited)

INVESTMENT INCOME (NOTE A):
     Dividends                                                       $  116,850
     Interest                                                             8,675
       Less:Foreign taxes withheld                                      (14,013)
         Total income                                                   111,512

EXPENSES:
     Investment advisory fee (Note B)                                    48,161
     Distribution fee (Note B)                                           16,054
     Audit                                                               14,211
     Accounting fees                                                     13,592
     Legal                                                               12,465
     Miscellaneous                                                       12,093
     Custodian fees                                                      10,471
     Printing and postage                                                 9,724
     Transfer agent fees (Note B)                                         8,478
     Registration fees                                                    3,989
     Directors' fees                                                      1,298
     Insurance                                                               48
       Total expenses                                                   150,584
     Less:Fees waived and expenses reimbursed (Note B)                  (61,945)
       Net expenses                                                      88,639
     Net investment income                                               22,873

NET REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS:
     Net realized gain from security transactions                       299,374
     Net realized foreign exchange loss                                 (13,759)
     Change in unrealized appreciation of investments                 1,254,809
     Change in unrealized depreciation on translation of assets
       and liabilities denominated in foreign currencies                 (3,942)
       Net gain on investments                                        1,536,482

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                 $1,559,355

- --------------------------------------------------------------------------------
See accompanying Notes to Financial Statements.

                                       6

<PAGE>

                             [Flag Investors logo]
                                 FLAG INVESTORS
                               INTERNATIONAL FUND

Statement of Changes in Net Assets
<TABLE>
<CAPTION>
                                                                For the Six
                                                               Months Ended        For the Year
                                                              April 30, 1996           Ended
                                                                (Unaudited)      October 31, 1995
- -----------------------------------------------------------------------------------------------------------
<S>                                                            <C>                 <C>
INCREASE/(DECREASE) IN NET ASSETS:
Operations:
     Net investment income                                     $     22,873        $     90,267
     Net realized gain from security transactions and
       foreign exchange transactions                                285,615             666,979
     Change in unrealized appreciation/(depreciation)
       of investments                                             1,254,809          (2,231,677)
     Change in unrealized appreciation/(depreciation)
       on translation of assets and liabilities
       denominated in foreign currencies                             (3,942)             41,662
     Net increase/(decrease) in net assets resulting
       from operations                                            1,559,355          (1,432,769)

CAPITAL SHARE TRANSACTIONS (NOTE C):
     Proceeds from sale of 60,799 and 99,262 shares,
       respectively                                                 826,088           1,243,444
     Cost of 104,246 and 224,000 shares repurchased,
       respectively                                              (1,406,515)         (2,814,795)
     Total decrease in net assets derived from capital
       share transactions                                          (580,427)         (1,571,351)
     Total increase/(decrease) in net assets                        978,928          (3,004,120)
NET ASSETS:
     Beginning of period                                         12,483,144          15,487,264
     End of period                                              $13,462,072         $12,483,144

- --------------------------------------------------------------------------------------------------
</TABLE>
See accompanying Notes to Financial Statements.

                                       7

<PAGE>

                             [Flag Investors logo]
                                 FLAG INVESTORS
                               INTERNATIONAL FUND

Financial Highlights
(For a share outstanding throughout each period)

<TABLE>
<CAPTION>
                                                For the Six
                                               Months Ended
                                              April 30, 1996             For the Year Ended October 31,
                                                (Unaudited)     1995       1994       1993        1992      1991
<S>                                                 <C>        <C>        <C>         <C>        <C>        <C>
Per Share Operating Performance:
  Net asset value at beginning of period            $ 12.69    $ 13.97    $ 13.05    $  9.11     $ 10.63    $ 11.80

Income from Investment Operations:
  Net investment income                                0.03       0.09       0.18       0.49        0.16       0.15
  Net realized and unrealized gain/(loss)
    on investments*                                    1.60      (1.37)      1.58       3.45       (1.62)     (0.55)
  Total from Investment Operations                     1.63      (1.28)      1.76       3.94       (1.46)     (0.40)

Less Distributions:
  Dividends from net investment income
    and short-term gains                                 --         --      (0.84)        --       (0.06)        --
  Distributions from net realized
    long-term gains                                      --         --         --         --          --      (0.77)
  Total distributions                                    --         --      (0.84)        --       (0.06)     (0.77)
  Net asset value at end of period                  $ 14.32    $ 12.69    $ 13.97    $ 13.05     $  9.11    $ 10.63

Total Return**                                        12.85%     (9.16)%    13.98%     43.25%     (13.80)%    (3.15)%

Ratios to Average Daily Net Assets:
  Expenses(1)                                          1.50%(3)   1.50%      1.50%      1.50%       1.50%      1.50%
  Net investment income(2)                             0.36%(3)   0.68%      0.75%      1.91%       0.73%      1.17%

Supplemental Data:
  Net assets at end of period (000)                 $13,462    $12,483    $15,487    $15,008     $19,780    $38,830
  Portfolio turnover rate                                13%        35%        43%        48%         63%        73%
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
  * Current period includes net realized currency loss. Prior year's realized
    currency gain/(loss) is included in net income.
 ** Total return excludes the effect of sales charge.
(1) Without the waiver of advisory fees and  reimbursement  of expenses  (Note
    B), the  ratio of  expenses  to  average  daily net  assets  would  have
    been 2.35% (annualized),  2.17%,  1.97%,  2.13%,  1.92%, and 1.90% for the
    six months ended April 30, 1996 and the years ended October 31, 1995, 1994,
    1993, 1992, and 1991, respectively.
(2) Without the waiver of advisory fees and  reimbursement  of expenses  (Note
    B), the ratio of net  investment  income to average daily net assets would
    have been (0.61)%  (annualized),  0.02%, 0.28%, 1.28%, 0.31%, and 0.77% for
    the six months ended April 30, 1996 and the years ended October 31, 1995,
    1994, 1993, 1992, and 1991, respectively.
(3) Annualized.
See accompanying Notes to Financial Statements.

                                       8

<PAGE>

                             [Flag Investors logo]
                                 FLAG INVESTORS
                               INTERNATIONAL FUND

Notes to Financial Statements

A. Significant  Accounting  Policies - Flag Investors  International  Fund, Inc.
   ("the Fund") was  organized as a  Massachusetts  business  trust on September
   3, 1986 and commenced  operations on November 18, 1986. The Fund was
   reorganized as a Maryland  corporation  on August 16, 1993.  The Fund is
   registered  under the Investment Company Act of 1940 as a diversified,
   open-end management investment company seeking long-term growth of capital
   primarily  through  investment in a diversified  portfolio of  marketable
   equity  securities  of issuers  domiciled outside of the United States.

   The  preparation  of  financial  statements  in  conformity  with  generally
   accepted  accounting  principles  requires  management to make estimates and
   assumptions  that affect the reported  amounts of assets and liabilities and
   disclosure of contingent assets and liabilities at the date of the financial
   statements  and the reported  amounts of revenues  and  expenses  during the
   reporting  period.   Actual  results  could  differ  from  those  estimates.
   Significant accounting policies are as follows:

   Security Valuation - Securities that are listed on a securities exchange are
   valued on the basis of their last  quoted  sale price (or, in the absence of
   recorded sales, at the last available bid price). If a security is listed on
   more than one exchange, the last quoted sale price on the exchange where the
   security is primarily  traded is used.  Securities or other assets for which
   market  quotations are not readily  available are valued at their fair value
   so  determined  in good faith by the  Investment  Advisor  under  procedures
   established and monitored by the Board of Directors.  Short-term obligations
   with maturities of 60 days or less are valued at amortized cost.

   Foreign  Currency  Transactions  - The  books  and  records  of the Fund are
   maintained in U.S. dollars.  Transactions  denominated in foreign currencies
   are  recorded in the Fund's  records at the rate  prevailing  when earned or
   incurred.  Asset and  liability  accounts  that are  denominated  in foreign
   currencies are adjusted to reflect the current  exchange  rate.  Transaction
   gains or losses  resulting  from  changes in the  exchange  rate  during the
   reporting period or upon settlement of the foreign currency transactions are
   reported in realized  and  unrealized  gain/(loss)  on  investments  for the
   current   period.   Prior  period   financial   statements   have  not  been
   reclassified.

   The Fund is authorized to enter into forward foreign exchange contracts as a
   hedge against either  specific  transactions  or portfolio  positions.  Such
   contracts are not reflected in the Fund's financial statements. However, the
   net  income  or loss  from  such  contracts  is  recorded  from the date the
   contract is entered into.  Premiums or discounts are amortized over the life
   of the contracts.

   Federal  Income Tax - No provision is made for federal income taxes as it is
   the Fund's  intention  to  continue  to qualify  as a  regulated  investment
   company and to make requisite distributions to the shareholders that will be
   sufficient to relieve it from all or  substantially  all federal  income and
   excise taxes.  The Fund's policy is to annually  distribute to  shareholders
   substantially  all of its taxable  net  investment  income and net  realized
   capital gains.

   Other - Security  transactions  are  accounted for on the trade date and the
   cost of  investments  sold or redeemed is  determined by use of the specific
   identification  method for both financial reporting and income tax purposes.
   Interest  income  is  recorded  on  an  accrual  basis  and  includes,  when
   applicable,   the  pro  rata  amortization  of  premiums  and  accretion  of
   discounts. Dividend income is recorded on the ex-dividend date.

                                       9

<PAGE>

                             [Flag Investors logo]
                                 FLAG INVESTORS
                               INTERNATIONAL FUND

Notes to Financial Statements (concluded)

B. Investment  Advisory  Fees,  Transactions  with  Affiliates and Other Fees -
   Investment Company Capital Corp.  ("ICC"), a subsidiary of Alex. Brown
   Financial Corp.,  serves as the Fund's  investment  advisor and The Glenmede
   Trust Company ("Glenmede") is the Fund's  subadvisor.  As compensation  for
   its services,  ICC receives from the Fund a fee,  calculated daily and paid
   monthly,  equal to .75% of the Fund's average daily net assets.

   As compensation for its subadvisory  services,  Glenmede receives a fee from
   ICC, calculated daily and paid monthly,  equal to .55% of the Fund's average
   daily net assets.

   ICC and Glenmede  have  voluntarily  agreed to waive a portion of their fees
   and reimburse  expenses so that the total operating  expenses of the Fund do
   not exceed 1.50% of the Fund's average daily net assets.  For the six months
   ended  April  30,  1996,   ICCand   Glenmede  waived  $12,843  and  $35,318,
   respectively.  For the six months  ended April 30,  1996,  ICC and  Glenmede
   reimbursed the Fund $3,676 and $10,108, respectively.

   As compensation for its accounting  services,  ICC receives from the Fund an
   annual fee,  calculated daily and paid monthly from the Fund's average daily
   net assets. ICC received $13,592 for accounting  services for the six months
   ended April 30, 1996.

   As compensation for its transfer agent services, ICCreceives from the Fund a
   per account  fee,  calculated  and paid  monthly.  ICC  received  $8,478 for
   transfer agent services for the six months ended April 30, 1996.

   As  compensation  for providing  distribution  services,  Alex.  Brown &Sons
   Incorporated  ("Alex.  Brown") receives from the Fund an annual fee, payable
   monthly at the annual rate of .25% of the Fund's  average  daily net assets.
   For the six months ended April 30, 1996, distribution fees were $16,054.

   The fund complex of which the Fund is a part has adopted a  retirement  plan
   for eligible Directors.  The actuarially  computed pension expense allocated
   to the Fund for the six months ended April 30, 1996 was $132.

C. Capital Share Transactions - The Fund is authorized to issue up to 10 million
   shares of capital  stock,  par value  $.001 per share,  all of which  shares
   are designated as common stock.

D. Investment Transactions - Purchases and sales of investment securities, other
   than short-term obligations,  aggregated $806,425 and $1,211,565,
   respectively, for the six months ended April 30, 1996.

   At April 30, 1996, aggregate gross unrealized appreciation for all securities
   in which there is an excess  of value  over tax cost was  $2,738,644  and
   aggregate  gross unrealized  depreciation  for all  securities in which there
   is an excess of tax cost over value was $238,307.

E. Net Assets - At April 30, 1996, net assets consisted of:

    Paid-in capital                       $15,972,559
    Undistributed net
      investment income                       126,104
    Accumulated net realized loss
      from security and foreign
      exchange transactions                (5,137,957)
    Unrealized appreciation of
      investments                           2,500,337
    Unrealized translation gain                 1,029
                                          $13,462,072


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