FLAG INVESTORS INTERNATIONAL FUND INC
N-30D, 1996-12-19
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                             [Flag Investors Logo]

                                      FLAG
                          INVESTORS INTERNATIONAL FUND

                                 ANNUAL REPORT
                                OCTOBER 31, 1996


<PAGE>

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

(bullet) The  Fund  outperformed  the  Morgan  Stanley  Capital  International
Europe, Australia,  Far East (EAFE) Index for the year ended  October 31,  1996,
mainly because of its relatively small commitment to Japanese stocks.

(bullet) Sixteen  of the 20 stock  markets in the EAFE Index  generated
positive  U.S. dollar-based returns over the past year.

(bullet) The economic outlook for international  stocks remains favorable as
economists anticipate an acceleration in Europe's economic activity and Japan
continues its earnings recovery.


<PAGE>

LETTER TO SHAREHOLDERS
- --------------------------------------------------------------------------------

Dear Shareholders:

     The  international  stock markets have  performed well over the past twelve
months.  During the  period,  moderate  GDPgrowth  and low  inflation  pressures
contributed to positive U.S. dollar-based returns for 16 of the 20 international
stock markets in the EAFE Index. The economic backdrop,  in turn,  facilitated a
global  decline in  interest  rates  while  permitting  an  earnings  expansion.
European  returns  were  generally  strong,  but Asian  performance  was weaker,
primarily  due to the 11%  decline in the  Japanese  yen.  Because  Japan is the
dominant  component of the EAFE Index,  accounting  for nearly 40% of its value,
the -0.8% dollar-based return on Japanese equities limited the index's return to
10.5%.

Average Annual Total Return*

                     Periods Ended 10/31/96
- --------------------------------------------------------------------------------
                     One Year                        12.1%
- --------------------------------------------------------------------------------
                     Five Years                       7.5%
- --------------------------------------------------------------------------------
                     Since Inception (11/18/86)       6.7%

     Over the same  period,  the Fund  generated  a 12.1% total  return,  net of
expenses  (see chart,  left).  The Fund  outperformed  the index  because of its
relatively small weighting of 27% in Japanese stocks during the period.

     The outlook for  international  stocks remains  favorable.  In the European
region, economists anticipate an acceleration in economic activity, which should
facilitate an ongoing earnings  expansion.  At the same time, many  corporations
there are  restructuring  their operations to improve  profitability and enhance
shareholder  returns.  Approximately  60% of the  Fund's  assets  are  currently
invested in select European  countries with modest  valuations and good dividend
yields.

     In  Japan,  where  25%  of  the  Fund's  assets  are  currently   invested,
corporations have only just emerged from a four-year profits recession. Although
the financial sector of the Japanese economy remains fragile, many manufacturing
companies still enjoy dominant  market shares on a global basis.  Many companies
recently reported earnings that were ahead of expectations for the first half of
Japan's fiscal year (the six months ended September 30).


- ------------
*These  figures  assume  the   reinvestment   of  dividends  and  capital  gains
distributions  and exclude the impact of any sales  charge.  If the sales charge
were 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 4.

                                                                               1

<PAGE>

LETTER TO SHAREHOLDERS (CONCLUDED)
- --------------------------------------------------------------------------------

     The Japanese stocks in the portfolio are attractively valued companies with
solid  earnings.  While the yen's  weakness  against the dollar offset  security
gains last year,  many  strategists  believe the yen has stabilized  against the
dollar and will not penalize future returns.  We believe this mix of investments
will permit the Fund's  continued  outperformance  against the EAFE Index in the
coming year.

     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

November 14, 1996

2

<PAGE>

TEN LARGEST HOLDINGS
- --------------------------------------------------------------------------------
                                                                Percent of
Company                                                         Net Assets
- --------------------------------------------------------------------------------

 1.  IHC Caland NV Holdings                                         4.3%
     Dutch engineering company serving the oil, dredging
     and mining industries.

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

 3.  Lend Lease Corp., Ltd.                                         3.5%
     One of the leading financial services groups in Australia
     with businesses of property services and construction.

 4.  ABN-AMRO Holding N.V.                                          2.7%
     Netherlands' largest bank and one of the ten largest
     banks in Europe.

 5.  Elf Aquitaine SA                                               2.6%
     International integrated oil and gas company in France.

 6.  Tomkins PLC                                                    2.6%
     U.K.-based conglomerate involved in the manufacture of
     fluid controls, industrial products, food,
     garden and leisure products.

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

 8.  Veba AG                                                        2.5%
     An electrical energy service provider in Germany that
     also operates chemical, oil and telecommunications
     subsidiaries.

 9.  MIRROR GROUP NEWSPAPERS PLC                                    2.5%
     A large publisher in the U.K. with various newpapers
     in England and Scotland.

10.  Compagnie Generale des Eaux                                    2.3%
     French conglomerate involved in water purification and
     distribution, energy, waste management, construction,
     communications and health care.

                                                                               3

<PAGE>

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.  To further
assist in this evaluation, the Securities and Exchange Commission (SEC) requires
that  we  include,  on an  annual  basis,  a line  graph  comparing  the  Fund's
performance to that of an appropriate  market index. This graph must measure the
growth  of a  $10,000  hypothetical  investment  from the  Fund's  inception  on
November 18, 1986 through the most recent  fiscal  year-end and must reflect the
impact of the Fund's total  expenses and its currently  effective  4.50% maximum
sales charge.

     While the following chart is required by SEC rules, such comparisons are of
limited  utility  since the index shown is not  adjusted  for sales  charges and
ongoing management,  distribution and operating expenses applicable to the Fund.
An investor who wished to replicate the total return of the index would have had
to own the  securities  that it represents.  Acquiring  these  securities  would
require a  considerable  amount of money and would incur  expenses  that are not
reflected in the index results.

     The SEC also requires that we report the Fund's total returns, 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  SEC
calculation includes the impact of the currently effective maximum sales charge.
These total returns  correspond to those experienced by individual  shareholders
only if their shares were purchased on the first day of each time period and the
maximum sales charge was paid.  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.

4

<PAGE>

FLAG INVESTORS INTERNATIONAL FUND
- --------------------------------------------------------------------------------
Change in Value of a $10,000 Investment*
November 18, 1986-October 31, 1996

                  [Graph appears here--see plot points below]


    Flag Investors International Fund  $18,234
    Morgan Stanley Capital International Europe, Australia, Far East (EAFE)
      Index  $23,025
                                                  Morgan Stanley Capital
                                Flag Investors     International Europe,
                                International       Australia, Far East
                                    Fund                (EAFE) Index
                 10/88             11,997                  15,799
                 10/89             14,066                  17,085
                 10/90             13,133                  14,895
                 10/91             12,719                  15,930
                 10/92             10,964                  13,824
                 10/93             15,706                  19,003
                 10/94             17,927                  20,920
                 10/95             16,261                  20,843
                 10/96             18,234                  23,025


Average Annual Total Return*

  Periods Ended 9/30/96               1 Year     5 Years    Since Inception
- --------------------------------------------------------------------------------
  Flag Investors International Fund    5.01%      6.20%          6.28%
 ................................................................................


  *These  figures  assume  the  reinvestment  of  dividends  and  capital  gains
  distributions. The Morgan Stanley Capital International Europe, Australia, Far
  East  (EAFE)  Index is an  unmanaged  index  that is widely  recognized  as an
  indicator of general international equity performance. Past performance is not
  an indicator of future results.

                                                                               5

<PAGE>

FLAG INVESTORS INTERNATIONAL FUND
- --------------------------------------------------------------------------------
Statement of Net Assets                                         October 31, 1996

<TABLE>
<CAPTION>
  No. of                                                         Value       Percent of
  Shares                     Security                          (Note 1)      Net Assets
- -----------------------------------------------------------------------------------------

=========================================================================================
<S> <C>
COMMON STOCK -- 98.8%

AUSTRALIA -- 4.0%
   41,163        Burns, Philp & Co. Ltd.                      $ 65,145               0.5%
   26,634        Lend Lease Corp., Ltd.                        450,805               3.5
                                                              --------              ----
                                                               515,950               4.0

CANADA -- 1.9%
       70        Bank of Nova Scotia                             2,220               --
    5,000        Magna International, Inc. - Class A           250,625               1.9
                                                              --------              ----
                                                               252,845               1.9

FINLAND -- 2.2%
    6,000        Nokia AB - Series A ADR                       278,250               2.2
                                                              --------              ----

FRANCE -- 8.4%
    2,549        Compagnie Generale des Eaux                   303,991               2.3
    4,258        Elf Aquitaine SA                              339,756               2.6
    4,356        Lafarge SA                                    260,851               2.0
                 Lagardere Groupe,
    9,680          Warrants Expiring 6/30/97*                   13,037               0.1
    4,000        Technip ADR                                   174,973               1.4
                                                              --------              ----
                                                             1,092,608               8.4

GERMANY -- 6.1%
   10,000        Deutsche Bank AG                              463,500               3.6
    6,000        Veba AG                                       319,528               2.5
                                                              --------              ----
                                                               783,028               6.1

HONG KONG -- 2.2%
  125,000        Hong Kong Land Holdings, Ltd.                 278,750               2.2
                                                              --------              ----

ITALY -- 5.4%
    9,631        Assicurazioni Generali                        185,846               1.4
   21,300        Benetton Group SpA                            251,661               1.9
  120,000        Telecom Italia SpA                            267,123               2.1
- -----------------------------------------------------------------------------------------
                                                               704,630               5.4

</TABLE>

6


<PAGE>

FLAG INVESTORS INTERNATIONAL FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
  No. of                                                         Value       Percent of
  Shares                     Security                          (Note 1)      Net Assets
- -----------------------------------------------------------------------------------------

=========================================================================================
<S> <C>
COMMON STOCK -- continued

JAPAN -- 25.4%
    6,600        Acom Co., Ltd.                              $ 253,111               2.0%
    5,000        Amway Japan Ltd.                              199,210               1.5
    2,000        Aoyama Trading Co., Ltd.                       51,075               0.4
   10,000        Canon, Inc.                                   191,312               1.5
   10,000        Daiwa House Industry Co., Ltd.                138,657               1.1
       50        East Japan Railway Co.                        229,487               1.8
   25,000        Hitachi Ltd.                                  221,588               1.7
   12,000        Honda Motor Co.                               286,441               2.2
   20,000        Kao Corp.                                     235,191               1.8
    1,500        Kyocera Corp.  ADR                            197,063               1.5
    2,000        Nintendo Corp. Ltd.                           127,775               1.0
   20,000        Nishimatsu Construction Co.                   184,291               1.4
    4,000        Rohm Co.                                      236,946               1.8
   11,000        Sankyo Co., Ltd.                              272,225               2.1
    7,000        Sharp Corp.                                   106,275               0.8
   20,000        Toda Construction Co.                         158,140               1.2
   10,000        Yamanouchi Pharmaceutical Co.                 202,720               1.6
                                                             ---------              ----
                                                             3,291,507              25.4

MALAYSIA -- 2.2%
   94,666        Malaysian International
                   Shipping Corp. Berhad                       282,949               2.2
                                                             ---------              ----

MEXICO -- 1.0%
   33,750        Cemex. S.A. de C.V. - Series "B"              123,228               1.0
                                                             ---------              ----

NETHERLANDS -- 7.0%
    6,114        ABN-AMRO Holding N.V.                         344,678               2.7
   10,000        IHC Caland NV Holdings                        556,699               4.3
                                                             ---------              ----
                                                               901,377               7.0

NEW ZEALAND -- 0.6%
    5,000        Tranz Rail Holdings  ADR*                      81,875               0.6
 .........................................................................................

NORWAY -- 1.3%
    4,300        Kvaerner AS                                   162,099               1.3
                                                             ---------              ----

</TABLE>
                                                                               7


<PAGE>

FLAG INVESTORS INTERNATIONAL FUND
- --------------------------------------------------------------------------------
Statement of Net Assets (concluded)

<TABLE>
<CAPTION>
  No. of                                                         Value       Percent of
  Shares                     Security                          (Note 1)      Net Assets
- -----------------------------------------------------------------------------------------

=========================================================================================
<S> <C>
COMMON STOCK -- concluded

SPAIN -- 7.4%
   10,000        Banco Central Hispano Americano SA          $ 233,086               1.8%
   25,000        Dragados & Construcciones SA                  334,376               2.6
    6,000        Repsol SA                                     195,463               1.5
   10,000        Vallehermoso SA                               197,106               1.5
                                                             ---------              ----
                                                               960,031               7.4

SWITZERLAND -- 1.9%
    1,260        Schweizerischer Bankverein
                   (Swiss Bank Corp.), Registered Shares       241,964               1.9
                                                             ---------              ----

THAILAND -- 0.7%
   10,000        Siam Commercial Bank Ltd. `F'                  90,952               0.7
- -----------------------------------------------------------------------------------------
UNITED KINGDOM -- 21.1%
   25,000        B.A.T. Industries PLC                         173,982               1.3
   16,149        The Boots Co. PLC                             163,852               1.3
   45,000        BTR PLC                                       188,413               1.4
   25,000        Dalgety PLC                                   126,625               1.0
   10,000        De La Rue PLC*                                 95,853               0.7
   20,000        Grand Metropolitan PLC                        150,730               1.2
   70,000        Iceland Group PLC                              97,885               0.8
   84,000        Mirror Group Newspapers PLC                   317,558               2.5
   25,000        National Power PLC                            165,445               1.3
   22,967        Safeway PLC                                   136,120               1.0
   55,100        Scottish Power PLC                            281,769               2.2
   40,000        Smith (WH) Group PLC                          298,859               2.3
   25,000        Tate & Lyle PLC                               193,900               1.5
   80,000        Tomkins PLC                                   335,606               2.6
                                                             ---------              ----
                                                             2,726,597              21.1
                                                             ---------              ----
Total Common Stock
           (Cost $10,861,064)                               12,768,640              98.8
                                                            ----------              ----
</TABLE>

8


<PAGE>

Flag Investors International Fund

<TABLE>
<CAPTION>
  No. of
  Shares/                                                        Value       Percent of
 Par (000)                   Security                          (Note 1)      Net Assets
- -----------------------------------------------------------------------------------------

=========================================================================================
<S> <C>
PREFERRED STOCK -- 0.1%

HONG KONG -- 0.1%
       16        Dairy Farm International
                   Holdings Ltd., Cvt.
                   (Cost $16,000)                            $  10,800               0.1%
                                                            ----------              ----
=========================================================================================
 REPURCHASE AGREEMENT -- 1.4%
     $187        Goldman Sachs & Co., 5.45%
                   Dated 10/31/96, to be repurchased
                   on 11/1/96, collateralized by U.S.
                   Treasury Notes with a market value
                   of $190,920.
                   (Cost $187,000)                             187,000               1.4
                                                           -----------             -----
Total Investment in Securities
         (Cost $11,064,064) **                              12,966,440             100.3

Liabilities in Excess of Other Assets, Net                     (36,184)             (0.3)
                                                           -----------             -----
Net Assets                                                 $12,930,256             100.0%
                                                           ===========             =====
Net Asset Value and Redemption Price Per Share
         ($12,930,256 / 910,571 shares outstanding)             $14.20
                                                                ======
Maximum Offering Price Per Share
         ($14.20 / .955)                                        $14.87
                                                                ======

- ------------
 * Non-income producing security.
** Also aggregate cost for federal tax purposes.

                       See Notes to Financial Statements.

                                                                               9

<PAGE>

FLAG INVESTORS INTERNATIONAL FUND
- --------------------------------------------------------------------------------
Statement of Operations

                                                          For the Year Ended
                                                              October 31,
                                                                 1996
Investment Income (Note 1):
   Dividends                                                 $  496,529
   Interest                                                      26,100
   Other income                                                   7,770
     Less:Foreign taxes withheld                                (82,170)
                                                             ----------
            Total income                                        448,229
                                                             ----------

Expenses:
   Investment advisory fee (Note 2)                              98,672
   Legal                                                         35,086
   Distribution fee (Note 2)                                     32,891
   Printing and postage                                          29,036
   Accounting fee (Note 2)                                       27,527
   Registration fees                                             27,453
   Audit                                                         20,877
   Transfer agent fees (Note 2)                                  17,048
   Custodian fee                                                  9,796
   Miscellaneous                                                  4,435
   Directors' fees                                                  346
                                                             ----------
            Total expenses                                      303,167
   Less:Fees waived and expenses reimbursed (Note 2)           (105,738)
                                                             ----------
            Net expenses                                        197,429
                                                             ----------
   Net investment income                                        250,800
                                                             ----------

Net realized and unrealized gain/(loss) on investments:
   Net realized gain from security transactions                 601,748
   Net realized foreign exchange loss                           (30,525)
   Change in unrealized appreciation or depreciation
     of investments                                             656,848
   Change in unrealized appreciation or depreciation
     on translation of assets and liabilities,
     excluding investments, denominated in
     foreign currencies                                          (3,773)
                                                             ----------
            Net gain on investments                           1,224,298
                                                             ----------
Net increase in net assets resulting from operations         $1,475,098
                                                             ==========

                       See Notes to Financial Statements.

10


<PAGE>

FLAG INVESTORS INTERNATIONAL FUND
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS


                                                 For the Year Ended October 31,
                                                      1996            1995
Increase/(Decrease) in Net Assets:
Operations:
   Net investment income                            $  250,800       $  90,267
   Net realized gain from security transactions
     and foreign exchange transactions                 571,223         666,979
   Change in unrealized appreciation or
     depreciation of investments                       656,848      (2,231,677)
   Change in unrealized appreciation or
     depreciation on translation of
     assets and liabilities denominated in
     foreign currencies                                 (3,773)         41,662
                                                   ------------    -----------
   Net increase/(decrease) in net assets
     resulting from operations                       1,475,098      (1,432,769)
                                                   ------------    -----------
Dividends to Shareholders from:
   Net investment income                               (28,072)             --
                                                   ------------    -----------
Capital Share Transactions (Note 3):
   Proceeds from sale of 107,997 and
     99,262 shares, respectively                     1,494,406       1,243,444
   Value of 1,596 shares issued in
     reinvestment of dividends                          22,601              --
   Cost of 182,530 and 224,000 shares
     repurchased, respectively                      (2,516,921)     (2,814,795)
                                                   ------------    -----------
   Total decrease in net assets derived
     from capital share transactions                  (999,914)     (1,571,351)
                                                   ------------    -----------
   Total increase/(decrease) in net assets             447,112      (3,004,120)

Net Assets:
   Beginning of year                                12,483,144      15,487,264
                                                   ------------    -----------
   End of year                                     $12,930,256     $12,483,144
                                                   ============    ===========
Undistributed net investment income                  $ 625,259       $ 103,321
                                                   ============    ===========

                       See Notes to Financial Statements.

                                                                              11

<PAGE>

FLAG INVESTORS INTERNATIONAL FUND
- --------------------------------------------------------------------------------
Financial Highlights
(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)(1)
- --------------------------------------------------------------------------------


</TABLE>
<TABLE>
<CAPTION>
                                                            For the Year Ended
                                                                October 31,              For the Year Ended October 31,
                                                                    1996         1995          1994          1993         1992
<S> <C>
Per Share Operating Performance:
   Net asset value at beginning of year                           $ 12.69      $ 13.97       $ 13.05       $  9.11     $  10.63
                                                                  -------      -------       -------       -------     --------
Income from Investment Operations:
   Net investment income                                             0.26         0.09          0.18          0.49         0.16
   Net realized and unrealized gain/(loss) on investments(2)         1.28        (1.37)         1.58          3.45        (1.62)
                                                                  -------      -------       -------       -------     --------
   Total from Investment Operations                               $  1.54      $ (1.28)      $  1.76       $  3.94     $  (1.46)
                                                                  -------      -------       -------       -------     --------
Less Distributions:
   Dividends from net investment income
     and short-term gains                                           (0.03)         --          (0.84)          --         (0.06)
                                                                  -------      -------       -------       -------     --------
   Net asset value at end of year                                 $ 14.20      $ 12.69       $ 13.97       $ 13.05       $ 9.11
                                                                  =======      =======       =======       =======     ========
Total Return(3)                                                     12.13%       (9.16)%       13.98%        43.25%      (13.80)%
Ratios to Average Daily Net Assets:
   Expenses(4)                                                       1.50%        1.50%         1.50%         1.50%        1.50%
   Net investment income(5)                                          1.91%        0.68%         0.75%         1.91%        0.73%
Supplemental Data:
   Net assets at end of the year (000)                            $12,930      $12,483       $15,487       $15,008      $19,780
   Portfolio turnover rate                                             13%          35%           43%           48%          63%
   Average commissions per share(6)                               $0.0201           --            --            --           --
</TABLE>


- --------------------------------------------------------------------------------
(1) Computed based upon average shares outstanding.
(2) The years ended October 31, 1996,  1995 and 1994 include net realized
    currency  loss.  Realized currency  gain/(loss) is included in net
    investment  income for the years ended October 31, 1993 and 1992.
(3) Total return excludes the effect of sales charge.
(4) Without the waiver of  advisory  fees (Note 2), the ratio of expenses to
    average daily net assets would have been 2.30%,  2.17%,  1.97%,  2.13% and
    1.92% for the years ended October 31, 1996, 1995, 1994, 1993 and 1992,
    respectively.
(5) Without the waiver of  advisory  fees (Note 2),  the ratio of net
    investment  income to average daily net assets would have been 1.10%,
    0.02%,  0.28%,  1.28% and 0.31% for the years ended October 31, 1996, 1995,
    1994, 1993 and 1992, respectively.
(6) Disclosure of average  commissions per share is effective  fiscal year
    beginning in 1996.

12                       See Notes to Financial Statements.                   13


<PAGE>

FLAG INVESTORS INTERNATIONAL FUND
- --------------------------------------------------------------------------------
Notes to Financial Statements

NOTE 1--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:

     A. Security  Valuation--Securities that are listed on a securities exchange
        are  valued on the basis of their  last  quoted  sale  price as
        provided  by an independent  pricing  service (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
        procedures  established  and  monitored  by the Board of  Directors.
        Short-term obligations with maturities of 60 days or less are valued at
        amortized cost.

     B. 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.

14


<PAGE>

FLAG INVESTORS INTERNATIONAL FUND
- --------------------------------------------------------------------------------

NOTE 1--concluded

        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.

     C. Federal Income Taxes -- 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 distribute annually to shareholders substantially all of its taxable
        net investment income and net realized capital gains.

     D. 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.


NOTE 2--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.

     ICC has voluntarily agreed to waive a portion of its fees and reimburse the
Fund for 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 year ended  October 31,
1996, ICC waived $98,672 and reimbursed expenses of $7,066, respectively.

     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.  Glenmede voluntarily agreed to waive all of its fees from the
beginning  of the fiscal year through  September  30,  1996,  which  amounted to
$66,211.

                                                                              15

<PAGE>

FLAG INVESTORS INTERNATIONAL FUND
- --------------------------------------------------------------------------------
Notes to Financial Statements (concluded)

NOTE 2--concluded

     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 earned $27,527 for  accounting  services for the year ended October
31, 1996.

     As compensation for its transfer agent services, ICC receives from the Fund
a per account fee, calculated and paid monthly.  ICC earned $17,048 for transfer
agent services for the year ended October 31, 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 year ended October 31, 1996, distribution fees were $32,891.

     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  period  January  1,  1996  through  October  31,  1996  was
approximately $471, and the accrued liability was approximately $1,808.

NOTE 3--Capital Share Transactions

     The Fund is authorized to issue up to 10 million  shares of capital  stock,
par value $0.001 per share, all of which shares are designated as common stock.

NOTE 4--Investment Transactions

     Purchases  and  sales  of  investment  securities,  other  than  short-term
obligations,  aggregated $1,660,869 and $2,217,979,  respectively,  for the year
ended October 31, 1996.

     At October  31,  1996,  aggregate  gross  unrealized  appreciation  for all
securities in which there is an excess of value over tax cost was $2,518,521 and
aggregate gross unrealized  depreciation for all securities in which there is an
excess of tax cost over value was $616,145.

16


<PAGE>

FLAG INVESTORS INTERNATIONAL FUND
- --------------------------------------------------------------------------------

NOTE 5--Federal Income Tax Information

     Generally accepted accounting principles require that certain components of
net assets be reclassified to reflect  permanent  differences  between financial
reporting and tax  purposes.  Accordingly,  current  year's  permanent  book/tax
differences of $299,300 have been  reclassified to undistributed  net investment
income  from  paid-in  capital.  These  reclassifications  have no effect on net
assets or net asset values per share.

     At  October  31,  1996,  there  was  a tax  capital  loss  carryforward  of
approximately  $4,386,000,  of which $1,447,000  expires in 1999,  $2,350,000 in
2000 and $589,000 in 2001. This  carryforward  will be used to offset future net
capital gains, if any.

NOTE 6--Net Assets

     At October 31, 1996, net assets consisted of:

Paid-in capital                                              $15,253,772
Undistributed net investment income                              625,259
Accumulated net realized loss from security and
   foreign exchange transactions                              (4,852,349)
Unrealized appreciation of investments                         1,902,376
Unrealized translation gain                                        1,198
                                                             -----------
                                                             $12,930,256
                                                             ===========

NOTE 7--Personal Income Tax Information for the Shareholder (Unaudited)

     The following  information  summarizes all per share  distributions paid by
the Fund during the taxable period ending October 31, 1996.

                          Foreign      Total        Foreign
  Record      Payable     Source     Ordinary     Taxes Paid       Long-Term
   Date        Date       Income      Income      or Withheld    Capital Gains
  ------      -------     -------    --------     -----------    -------------
  10/1/96     10/2/96     $0.0308     $0.0308      $0.116499         None

     All of the foreign taxes paid or withheld  represent  taxes incurred by the
Fund on dividends received by the Fund from foreign sources.  Foreign taxes paid
or withheld  should be included in taxable  income with an offsetting  deduction
from gross  income or as a credit for taxes  paid to  foreign  governments.  You
should consult your tax advisor  regarding the appropriate  treatment of foreign
taxes paid.

                                                                              17

<PAGE>

FLAG INVESTORS INTERNATIONAL FUND
- --------------------------------------------------------------------------------
Independent Auditors' Report
The Board of Directors and Shareholders
Flag Investors International Fund, Inc.:

     We  have  audited  the  statement  of  net  assets  of the  Flag  Investors
International  Fund, Inc. as of October 31, 1996, and the related  statements of
operations  for the year then  ended and  changes  in net assets for each of the
years in the two-year period then ended,  and the financial  highlights for each
of the years in the five-year period then ended. These financial  statements and
financial  highlights  are the  responsibility  of the  Fund's  management.  Our
responsibility  is to  express  an opinion  on these  financial  statements  and
financial highlights based on our audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about whether the financial  statements and the financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures included confirmation of securities owned at October
31,  1996 by  correspondence  with the  custodian  and  brokers.  An audit  also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

     In our opinion,  such financial statements and financial highlights present
fairly,  in all material  respects,  the  financial  position of Flag  Investors
InternationalFund,  Inc. as of October 31, 1996, the results of its  operations,
the changes in its net assets and the financial  highlights  for the  respective
stated periods in conformity with generally accepted accounting principles.


DELOITTE & TOUCHE LLP
Parsippany, New Jersey
November 22, 1996

18


<PAGE>

FLAG INVESTORS INTERNATIONAL FUND
- --------------------------------------------------------------------------------
Directors and Officers

                                TRUMAN T. SEMANS
                                    Chairman

              JAMES J. CUNNANE                      JOHN W. CHURCH, JR.
                  Director                               President

               RICHARD T. HALE                      ANDREW B. WILLIAMS
                  Director                       Executive Vice President

               JOHN F. KROEGER                        GARY V. FEARNOW
                  Director                            Vice President

                LOUIS E. LEVY                       EDWARD J. VEILLEUX
                  Director                            Vice President

             EUGENE J. MCDONALD                       SCOTT J. LIOTTA
                  Director                            Vice President

             CARL W. VOGT, ESQ.                      JOSEPH A. FINELLI
                  Director                               Treasurer

                 HARRY WOOLF                         EDWARD J. STOKEN
                  Director                               Secretary

                                                    LAURIE D. COLLIDGE
                                                    Assistant Secretary

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.

                                                                              19

<PAGE>

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<PAGE>

    This report is submitted 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.


<PAGE>

                             [Flag Investors Logo]

                                     Growth
                      Flag Investors Emerging Growth Fund
                      Flag Investors Equity Partners Fund
                       Flag Investors International Fund

                                 Equity Income
                   Flag Investors Real Estate Securities Fund
                      Flag Investors Telephone Income Fund

                                    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
                           Baltimore, Maryland 21203
                                  800-767-FLAG

                                Distributed by:
                               ALEX. BROWN & SONS
                                  INCORPORATED



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