FLAG INVESTORS INTERNATIONAL FUND INC
N-30D, 1997-06-23
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                                     [LOGO]
                                 FLAG INVESTORS

                                      FLAG
                                   INVESTORS
                                 INTERNATIONAL
                                      FUND


                               SEMI-ANNUAL REPORT
                                 APRIL 30, 1997

<PAGE>

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

o The  Fund  outperformed  the  Morgan  Stanley  Capital  International  Europe,
  Australia and Far East (EAFE) Index for the 6 months and 12 months ended April
  30, 1997.

o The Fund's  performance was a  result of an  underexposure to  Japanese stocks
  (about  25%  of  assets) and a high exposure  to the strong  European  markets
  (about 60% of assets).



<PAGE>

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

Dear Shareholders:

     Over the past 6 months,  stock market performance across countries differed
significantly.  Among the 20 countries in the EAFE Index, 5 markets  experienced
negative  returns,  while 15 produced  positive  returns.  Europe  produced  the
highest return (11.8%) of any specific region, while the Pacific region declined
10.4%. After a prolonged period of very poor performance (-15.5%) in the first 3
months of the Fund's fiscal year, the Japanese equity market rose 2.6%, adjusted
for currency losses,  in the past 3 months.  The entire  capitalization-weighted
EAFE Index generated a 1.5% total return for the 6-month period.

     The Fund  produced a 6.7% total  return  during the 6-month  period,  which
exceeded  the EAFE  Index by  approximately  5.2%.  The  primary  reason for the
favorable  comparison was country  selection.  The Fund was  underexposed to the
Japanese  market but had higher  exposure than the index to the strong  European
markets.  Stock selection was also helpful,  especially in Japan,  where many of
the Fund's holdings reacted favorably to earnings gains resulting from the yen's
weakness.

     In the past 12  months,  the EAFE Index  produced a 0.9%  decline in value,
while the Fund generated a 6.0% gain. The Fund's favorable  performance over the
past year was also a result of an underweighted  exposure to the Japanese equity
market and effective stock selection.

     We are  excited  about the  investment  outlook for  international  stocks.
Economic  growth is expected to continue into 1998 in virtually  every region of
the developed world, while inflation should remain dormant. At the same time, an
increasing  number of foreign  companies  are  adopting  American  profitability
benchmarks,  which  have  successfully  improved  profit  margins  in the United
States.  Over time,  foreign managers should be able to improve their companies'
margins  as  well.  Investors,  however,  have  yet  to act  on  this  potential
improvement.  On several important valuation measures,  the U.S. stock market is
more expensive than  international  equities.  The  combination of sales growth,
margin  improvement,  interest rate stability and attractive relative valuations
should create a favorable market environment for investors. The Fund's portfolio
has approximately  60% of its assets in Europe,  25% in Japan and the balance in
select Pacific and Mexican stocks.  We believe this  diversified  portfolio will
position us well for the future.

Sincerely,




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

May 19, 1997

                                                                               1


<PAGE>



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

 1.  Deutsche Bank AG                                                     3.9%
     Largest bank in Germany, providing banking and related
     financial services worldwide.

 2.  Lend Lease Corp., Ltd.                                               3.8%
     One of the leading financial services groups in Australia with
     businesses of property services and construction.

 3.  ABN-AMRO Holding N.V.                                                3.1%
     Netherlands' largest bank and one of the ten largest
     banks in Europe.

 4.  Elf Aquitaine SA                                                     3.1%
     International integrated oil and gas company in France.

 5.  Dragados & Construcciones SA                                         3.0%
     Civil engineering and construction company in Spain.

 6.  Oy Nokia AB--Series A ADR                                            2.9%
     An international telecommunications company that manufac-
     tures mobile phones, networks and systems for cellular and
     fixed networks around the world.

 7.  Honda Motor Co.                                                      2.8%
     Developer, manufacturer and distributor of motorcycles, auto-
     mobiles and other power products. The company's manufac-
     turing facilities are located around the world, and their prod-
     ucts are distributed to consumers in about 150 countries.

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

 9.  Scottish Power PLC                                                   2.5%
     An integrated electric utility that generates, transmits and sup-
     plies electricity throughout Scotland and parts of England.

10.  Telecom Italia SpA                                                   2.3%
     Provider of telecommunications services in Italy through the
     company's nationwide fixed network facilities.

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

2


<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.  The Securities
and Exchange 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 SEC  calculation  includes  the impact of the
currently effective 4.50% maximum sales charge for the Fund's Class A Shares.

Average Annual Total Return

  Periods Ended 3/31/97     1 Year       5 Years     10 Years  Since Inception*
- --------------------------------------------------------------------------------
  Class A Shares             5.10%        8.56%        5.02%         6.60%
 ................................................................................
 *11/18/86.

     The Fund's 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. Past performance is not an indicator of future results.

                                                                               3


<PAGE>


FLAG INVESTORS INTERNATIONAL FUND
- --------------------------------------------------------------------------------
Statement of Net Assets                                           April 30, 1997
(Unaudited)
  No. of                                                    Value     Percent of
  Shares                     Security                     (Note 1)    Net Assets
- --------------------------------------------------------------------------------
 COMMON STOCK -- 96.4%

AUSTRALIA -- 3.8%
   26,634        Lend Lease Corp., Ltd.                    $ 509,807      3.8%
                                                           ---------     ----
CANADA -- 1.2%
    3,000        Magna International Inc.                    156,375      1.2
                                                           ---------     ----
FINLAND -- 2.9%
    6,000        Oy Nokia AB - Series A ADR                  387,750      2.9
                                                           ---------     ----
FRANCE -- 6.8%
    4,258        Elf Aquitaine SA*                           413,632      3.1
    4,356        Lafarge SA                                  286,188      2.1
    9,680        Lagardere Groupe,
                   Warrants Expiring 6/30/97*                 10,301      0.1
    4,000        Technip ADR                                 211,432      1.5
                                                           ---------     ----
                                                             921,553      6.8
GERMANY -- 6.8%
   10,000        Deutsche Bank AG                            528,752      3.9
    3,600        Deutsche Telekom AG                          78,140      0.6
    6,000        Veba AG                                     311,871      2.3
                                                           ---------     ----
                                                             918,763      6.8
HONG KONG -- 1.9%
  125,000        Hong Kong Land Holdings, Ltd.               260,000      1.9
                                                           ---------     ----
ITALY -- 5.6%
    9,631        Assicurazioni Generali*                     161,437      1.2
   21,300        Benetton Group SpA                          277,279      2.1
  120,000        Telecom Italia SpA                          316,288      2.3
                                                           ---------     ----
                                                             755,004      5.6
JAPAN -- 25.0%
    6,600        Acom Co., Ltd.                              269,367      2.0
    5,000        Amway Japan Ltd.                            152,458      1.1
    2,000        Aoyama Trading Co., Ltd.                     56,413      0.4
   10,000        Canon, Inc.                                 237,157      1.8
   10,000        Daiwa House Industry Co., Ltd.              111,882      0.8
       50        East Japan Railway Co.                      216,278      1.6
   25,000        Hitachi Ltd.                                226,521      1.7
   12,000        Honda Motor Co.                             372,518      2.8

4


<PAGE>


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

  No. of                                                    Value     Percent of
  Shares                     Security                     (Note 1)    Net Assets
- --------------------------------------------------------------------------------

 COMMON STOCK -- continued

JAPAN -- concluded
   20,000        Kao Corp.                                 $ 233,218      1.7%
    1,500        Kyocera Corp.  ADR                          180,750      1.3
    2,000        Nintendo Corp. Ltd.                         146,234      1.1
   26,000        Nishimatsu Construction Co.                 146,470      1.1
    4,000        Rohm Co.                                    310,117      2.3
   11,000        Sankyo Co., Ltd.                            294,674      2.2
    7,000        Sharp Corp.                                  91,002      0.7
   20,000        Toda Construction Co.                       107,154      0.8
   10,000        Yamanouchi Pharmaceutical Co.               213,520      1.6
                                                          ----------     ----
                                                           3,365,733     25.0
MALAYSIA -- 1.6%
   94,666        Malaysian International
                   Shipping Corp. Berhad `F'                 213,152      1.6
                                                          ----------     ----
MEXICO -- 0.9%
   33,750        Cemex. S.A. de C.V. - Series `B'*           124,921      0.9
                                                          ----------     ----
NETHERLANDS -- 4.9%
    6,114        ABN-AMRO Holding N.V.                       420,951      3.1
    5,000        IHC Caland NV Holdings                      247,326      1.8
                                                          ----------     ----
                                                             668,277      4.9

NEW ZEALAND -- 0.7%
    5,000        Tranz Rail Holdings  ADR                     88,750      0.7
                                                          ----------     ----
NORWAY -- 1.6%
    4,300        Kvaerner AS                                 214,108      1.6
                                                          ----------     ----
SINGAPORE -- 0.6%
   10,000        Singapore Airlines Ltd. `F'                  88,489      0.6
                                                          ----------     ----
SPAIN -- 7.1%
   10,000        Banco Central Hispano Americano SA          305,024      2.2
   25,000        Dragados & Construcciones SA                404,414      3.0
    6,000        Repsol SA                                   252,108      1.9
                                                          ----------     ----
                                                             961,546      7.1

                                                                               5


<PAGE>


FLAG INVESTORS INTERNATIONAL FUND
- --------------------------------------------------------------------------------
Statement of Net Assets (concluded)
(Unaudited)
  No. of                                                    Value     Percent of
  Shares                     Security                     (Note 1)    Net Assets
- --------------------------------------------------------------------------------

 COMMON STOCK -- concluded

SWITZERLAND -- 2.0%
    1,260        Schweizerischer Bankverein
                   (Swiss Bank Corp.),
                   Registered Shares                     $   275,906       2.0%
                                                         -----------      ----
THAILAND -- 0.4%
   10,000        Siam Commercial Bank Ltd. `F'                58,598       0.4
                                                         -----------      ----
UNITED KINGDOM -- 22.6%
   25,000        B.A.T. Industries PLC                       211,656       1.6
   16,149        The Boots Co. PLC                           181,596       1.3
   45,000        BTR PLC                                     184,641       1.4
   25,000        Dalgety PLC                                 127,563       0.9
   14,000        De La Rue PLC                               125,694       0.9
   20,000        Grand Metropolitan PLC                      167,700       1.2
   70,000        Iceland Group PLC                           103,513       0.8
   84,000        Mirror Group Newspapers PLC                 285,968       2.1
   25,000        National Power PLC                          216,734       1.6
   10,000        RTZ Corp. PLC                               159,006       1.2
   22,967        Safeway PLC                                 127,079       0.9
   55,100        Scottish Power PLC                          333,975       2.5
   40,000        Smith (WH) Group PLC - Class A              297,700       2.2
   25,000        Tate & Lyle PLC                             186,672       1.4
   80,000        Tomkins PLC                                 346,450       2.6
                                                         -----------      ----
                                                           3,055,947      22.6
Total Common Stock
           (Cost $10,686,304)                             13,024,679      96.4
                                                         -----------      ----

6


<PAGE>



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

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

PREFERRED STOCK -- 0.1%

HONG KONG -- 0.1%
       16        Dairy Farm International
                   Holdings Ltd., Cvt.
                   (Cost $16,000)                        $    12,279      0.1%
                                                         -----------    -----
 REPURCHASE AGREEMENT -- 2.9%
     $389        Goldman Sachs & Co., 5.25%
                   Dated 4/30/97, to be repurchased
                   on 5/1/97, collateralized by U.S.
                   Treasury Notes with a market value
                   of $397,557.
                   (Cost $389,000)                           389,000      2.9
                                                         -----------    -----
Total Investment in Securities
         (Cost $11,091,304)**                             13,425,958     99.4

Other Assets in Excess of Liabilities, Net                    86,497      0.6
                                                         -----------    -----
Net Assets                                               $13,512,455    100.0%
                                                         ===========    =====
Net Asset Value and Redemption Price Per Share
         ($13,512,455 / 909,197 shares outstanding)           $14.86
                                                              ======
Maximum Offering Price Per Share
         ($14.86 / .955)                                      $15.56
                                                              ======
- -------
** Non-income producing security.
** Also, aggregate cost for federal tax purposes.


                       See Notes to Financial Statements.

                                                                               7


<PAGE>



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

                                                                    For the Six
                                                                    Months Ended
                                                                      April 30,
- --------------------------------------------------------------------------------
                                                                       1997(1)
Investment Income (Note 1):
   Dividends                                                           $116,782
   Interest                                                               7,946
     Less: Foreign taxes withheld                                       (14,120)
                                                                       --------
            Total income                                                110,608
                                                                       --------
Expenses:
   Investment advisory fee (Note 2)                                      49,701
   Distribution fee (Note 2)                                             16,567
   Legal                                                                 16,209
   Audit                                                                 14,132
   Accounting fees (Note 2)                                              13,731
   Printing and postage                                                  11,481
   Transfer agent fees (Note 2)                                           8,431
   Custodian fees                                                         7,698
   Registration fees                                                      5,778
   Miscellaneous                                                          2,823
   Pricing fee                                                            1,470
   Directors' fees                                                          748
                                                                       --------
            Total expenses                                              148,769
   Less: Fees waived (Note 2)                                           (48,815)
                                                                       --------
            Net expenses                                                 99,954
                                                                       --------
   Net investment income                                                 10,654
                                                                       --------
Net realized and unrealized gain/(loss) on investments:
   Net realized gain from security transactions                         450,505
   Net realized foreign exchange loss                                   (16,847)
   Change in unrealized appreciation or depreciation
     of investments                                                     432,278
   Change in unrealized appreciation or depreciation on translation
     of assets and liabilities, excluding investments, denominated in
     foreign currencies                                                  (3,646)
                                                                       --------
            Net gain on investments                                     862,290
                                                                       --------
Net increase in net assets resulting from operations                   $872,944
                                                                       ========


- -------
(1) Unaudited.


                       See Notes to Financial Statements.

8


<PAGE>



FLAG INVESTORS INTERNATIONAL FUND
- --------------------------------------------------------------------------------
Statement of Changes in Net Assets
                                                      For the Six   For the Year
                                                     Months Ended       Ended
                                                      April 30,      October 31,
- --------------------------------------------------------------------------------
                                                        1997(1)         1996
Increase/(Decrease) in Net Assets:
Operations:
   Net investment income                             $    10,654   $   250,800
   Net realized gain from security transactions and
     foreign exchange transactions                       433,658       571,223
   Change in unrealized appreciation or depreciation
     of investments                                      432,278       656,848
   Change in unrealized appreciation or depreciation
     on translation of other assets and liabilities
     denominated in foreign currencies                    (3,646)       (3,773)
                                                     -----------   -----------
   Net increase in net assets resulting
     from operations                                     872,944     1,475,098
                                                     -----------   -----------
Dividends to Shareholders from:
   Net investment income                                (260,229)      (28,072)
                                                     -----------   -----------
Capital Share Transactions (Note 3):
   Proceeds from sale of 69,202 and
     107,997 shares, respectively                      1,015,231     1,494,406
   Value of 5,155 and 1,596 shares issued in
     reinvestment of dividends, respectively             223,079        22,601
   Cost of 85,731 and 182,530 shares
     repurchased, respectively                        (1,268,826)   (2,516,921)
                                                     -----------   -----------
   Total decrease in net assets derived
     from capital share transactions                     (30,516)     (999,914)
                                                     -----------   -----------
   Total increase in net assets                          582,199       447,112

Net Assets:
   Beginning of period                                12,930,256    12,483,144
                                                     -----------   -----------
   End of period                                     $13,512,455   $12,930,256
                                                     ===========   ===========

- -------
(1) Unaudited.


                       See Notes to Financial Statements.


                                                                               9


<PAGE>


FLAG INVESTORS INTERNATIONAL FUND
- --------------------------------------------------------------------------------
Financial Highlights
(For a share outstanding throughout each period)(1)
                                                                    For the Six
                                                                   Months Ended
                                                                     April 30,
- --------------------------------------------------------------------------------
                                                                     1997(2)
Per Share Operating Performance:
   Net asset value at beginning of period                            $ 14.20
                                                                     -------
Income from Investment Operations:
   Net investment income                                                0.02
   Net realized and unrealized gain/(loss) on investments(3)            0.93
                                                                     -------
   Total from Investment Operations                                     0.95
Less Distributions:
   Distributions from net investment income
     and short-term gains                                              (0.29)
   Distributions from net realized long-term gains                        --
                                                                     -------
   Total distributions                                                 (0.29)
                                                                     -------
   Net asset value at end of period                                  $ 14.86
                                                                     =======

Total Return(4)                                                         6.71%
Ratios to Average Daily Net Assets:
   Expenses(5)                                                          1.50%(7)
   Net investment income(6)                                             0.16%(7)
Supplemental Data:
   Net assets at end of period (000)                                 $13,512
   Portfolio turnover rate                                                 6%(7)
   Average commissions per share(8)                                  $  0.05

- -------
(1) Computed based upon average shares outstanding.
(2) Unaudited.
(3) The six months ended April 30, 1997 and the years ended October 31, 1996,
    1995 and 1994 include net realized currency gain/(loss).  Realized currency
    gain/(loss) is included in net investment income for the years ended October
    31, 1993 and 1992.
(4) Total return excludes the effect of sales charge.
(5) Without the waiver of advisory fees (Note 2), the ratio of expenses to
    average daily net assets would have been 2.24% (annualized), 2.30%, 2.17%,
    1.97%, 2.13% and 1.92% for the six months ended April 30, 1997 and the years
    ended October 31, 1996, 1995, 1994, 1993 and 1992, respectively.
(6) Without the waiver of advisory fees (Note 2), the ratio of net investment
    income to average daily net assets would have been (0.58)% (annualized),
    1.10%, 0.02%, 0.28%, 1.28% and 0.31% for the six months ended April 30, 1997
    and the years ended October 31, 1996, 1995, 1994, 1993 and 1992,
    respectively.
(7) Annualized.
(8) Disclosure of average commissions per share is effective beginning in fiscal
    year 1996.


10



<PAGE>


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

<TABLE>
<CAPTION>
                                                                                      For the Year Ended October 31,
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                      1996          1995          1994          1993         1992
<S><C>
Per Share Operating Performance:
   Net asset value at beginning of period                           $ 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(3)           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:
   Distributions from net investment income
     and short-term gains                                             (0.03)           --        (0.84)           --         (0.06)
   Distributions from net realized long-term gains                       --            --           --            --            --
                                                                    -------       -------      -------        ------       -------
   Total distributions                                                (0.03)           --        (0.84)           --         (0.06)
                                                                    -------       -------      -------        ------       -------
   Net asset value at end of period                                 $ 14.20       $ 12.69      $ 13.97       $ 13.05       $  9.11
                                                                    =======       =======      =======       =======       =======

Total Return(4)                                                       12.13%        (9.16)%      13.98%        43.25%       (13.80)%
Ratios to Average Daily Net Assets:
   Expenses(5)                                                         1.50%         1.50%        1.50%         1.50%         1.50%
   Net investment income(6)                                            1.91%         0.68%        0.75%         1.91%         0.73%
Supplemental Data:
   Net assets at end of period (000)                                $12,930       $12,483      $15,487       $15,008       $19,780
   Portfolio turnover rate                                               13%           35%          43%           48%           63%
   Average commissions per share(8)                                 $  0.02            --           --            --            --
</TABLE>


                       See Notes to Financial Statements.


                                                                              11


<PAGE>

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

NOTE 1--Significant Accounting Policies

     Flag Investors  International Fund, Inc. (the "Fund"),  which was organized
as a  Massachusetts  business  trust  September  3,  1986 and  reorganized  as a
Maryland Corporation on August 16, 1993, commenced operations November 18, 1986.
The  Fund  is  registered  under  the  Investment  Company  Act  of  1940  as  a
diversified,  open-end Investment  Management Company.  Its objective is to seek
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 Fund consists of one share class, Class A Shares, which are subject to
a 4.50% maximum front-end sales charge and a 0.25% distribution fee.

     When preparing the Fund's financial statements,  management makes estimates
and assumptions to comply with generally accepted accounting  principles.  These
estimates affect 1) the assets and liabilities that we report at the date of the
financial statements;  2) the contingent assets and liabilities that we disclose
at the date of the financial  statements;  and 3) the revenues and expenses that
we report for the  period.  Our  estimates  could be  different  from the actual
results. The Fund's significant accounting policies are:

     A.  Security  Valuation--The  Fund  values  a  portfolio  security  that is
         primarily traded on a national exchange by using the last price
         reported for the day.  When the security is listed on more than one
         exchange,  the Fund uses the last price on the exchange where the
         security is primarily  traded. If there are no sales or the security is
         not traded on a listed exchange, the Fund values the security  at the
         last bid price in the  over-the-counter  market.  When a market
         quotation is unavailable,  the Investment  Advisor determines a fair
         value using procedures that the Board of Directors establishes and
         monitors. The Fund values short-term obligations with maturities of 60
         days or less at amortized cost.

     B.  Repurchase  Agreements--The  Fund may enter into  tri-party  repurchase
         agreements with  broker-dealers and domestic banks. A repurchase
         agreement is a short-term  investment  in which the Fund buys a debt
         security  that the broker agrees to  repurchase  at a set time and
         price.  The third  party,  which is the broker's  custodial bank,
         holds the collateral in a separate  account until the repurchase
         agreement matures. The agreement ensures that the collateral's market
         value, including any accrued interest, is sufficient if the broker
         defaults. The Fund's access to the collateral may be delayed or limited
         if the broker defaults and the  value  of the  collateral  declines  or
         if the  broker  enters  into an insolvency proceeding.

12


<PAGE>


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

NOTE 1--concluded

     C.  Foreign  Currency   Translation--The   Fund's  books  and  records  are
         maintained in U.S. dollars.  Transactions  denominated in foreign
         currencies are recorded in the Fund's  records at the  effective
         exchange  rate 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 that
         are a result of 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.

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

     D.  Federal Income Taxes--The Fund determines its  distributions  according
         to income  tax  regulations,  which  may be  different  from  generally
         accepted  accounting  principles.  As a result,  the Fund  occasionally
         makes  reclassifications  within its capital accounts to reflect income
         and  gains  that  are  available  for  distribution  under  income  tax
         regulations.

             The Fund is organized as a regulated investment company. As long as
         it  maintains  this  status  and   distributes   to  its   shareholders
         substantially all of its taxable net investment income and net realized
         capital gains, it will be exempt from most, if not all,  federal income
         and excise  taxes.  As a result,  the Fund has made no  provisions  for
         federal income taxes.

     E.  Security Transactions,  Investment Income, Distributions and Other--The
         Fund uses the trade date to account for security  transactions  and the
         specific  identification  method for financial reporting and income tax
         purposes  to  determine  the  cost of  investments  sold  or  redeemed.
         Interest  income is  recorded  on an  accrual  basis and  includes  the
         scientific  method  for  amortization  of  premiums  and  accretion  of
         discounts  when  appropriate.  Dividend  income  and  distributions  to
         shareholders are recorded on the ex-dividend date.

                                                                              13


<PAGE>


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

NOTE 2--Investment Advisory Fees, Transactions with Affiliates and Other Fees

     Investment  Company  Capital Corp.  ("ICC"),  a subsidiary  of Alex.  Brown
Financial Corp., is the Fund's investment advisor and The Glenmede Trust Company
("Glenmede")  is  the  Fund's  subadvisor.  As  compensation  for  its  advisory
services,  the Fund pays ICC an annual fee based on the Fund's average daily net
assets.  This fee is  calculated  daily and paid  monthly at the annual  rate of
0.75%. As compensation for its subadvisory  services,  the Fund pays Glenmede an
annual fee based on the Fund's average daily net assets.  This fee is calculated
daily and paid monthly at the annual rate of 0.55%.

     ICC has  agreed  to waive up to all of its  fees if  necessary  so that the
Fund's total  operating  expenses  are no more than 1.50% of the Fund's  average
daily net assets.  For the six months ended April 30,  1997,  ICC waived fees of
$48,815.

     As compensation  for its accounting  services,  the Fund pays ICC an annual
fee that is calculated  daily and paid monthly from the Fund's average daily net
assets.  The Fund paid ICC $13,731 for  accounting  services  for the six months
ended April 30, 1997.

     As compensation  for its transfer agent  services,  the Fund pays ICC a per
account fee that is calculated  and paid  monthly.  The Fund paid ICC $8,431 for
transfer agent services for the six months ended April 30, 1997.

     As compensation for providing  distribution  services,  the Fund pays Alex.
Brown & Sons  Incorporated  an  annual  fee that is  calculated  daily  and paid
monthly at an annual rate equal to 0.25% of the Fund's average daily net assets.
The Fund paid Alex. Brown $16,567 for  distribution  services for the six months
ended April 30, 1997.

     The Fund's complex  offers a retirement  plan for eligible  Directors.  The
actuarially  computed  pension  expense  allocated  to the Fund  for the  period
November 1, 1996 through April 30, 1997 was $210, and the accrued  liability was
$1,897.


NOTE 3--Capital Share Transactions

     The Fund is authorized to issue up to 10 million  shares of $.001 par value
capital stock.


14


<PAGE>

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

NOTE 4--Investment Transactions

     Excluding  short-term  and  U.S.  government   obligations,   purchases  of
investment  securities  aggregated  $391,802 and sales of investment  securities
aggregated $1,017,067 for the six months ended April 30, 1997.

     On  April  30,  1997,  aggregate  gross  unrealized  appreciation  for  all
securities in which there is an excess of value over tax cost was $2,954,935 and
aggregate gross unrealized  depreciation for all securities in which there is an
excess of tax cost over value was $620,281.


NOTE 5--Net Assets

     On April 30, 1997, net assets consisted of:

Paid-in capital                                                    $15,223,256
Undistributed net investment income                                    375,684
Accumulated net realized loss from security and
   foreign exchange transactions                                    (4,418,691)
Unrealized appreciation of investments                               2,334,654
Unrealized translation loss                                             (2,448)
                                                                   -----------
                                                                   $13,512,455
                                                                   ===========

NOTE 6--Merger Agreement

     On April 6,  1997,  Bankers  Trust New York  Corporation  and  Alex.  Brown
Incorporated announced that they had signed a definitive agreement to merge. The
merger,  which is expected to be  completed  by the fourth  quarter of 1997,  is
subject to  customary  closing  conditions,  including  certain  regulatory  and
shareholder approvals.

                                                                              15


<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 and Secretary

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

                                                 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.


16



<PAGE>



   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.


<PAGE>


                                     [LOGO]
                                 FLAG INVESTORS


                                     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 Short-Intermediate 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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