SCUDDER INTERNATIONAL FUND INC
N-30D, 1999-06-01
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                          BARRETT INTERNATIONAL SHARES

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




                                  ANNUAL REPORT

                                 MARCH 31, 1999

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

   BARRETT INTERNATIONAL SHARES ARE A CLASS OF THE SCUDDER INTERNATIONAL FUND

<PAGE>

<TABLE>

<S>                                 <C>
Board of Directors

DANIEL PIERCE                       Chairman of the Board and Director
PAUL BANCROFT III                   Director; Venture Capitalist and Consultant
SHERYLE J. BOLTON                   Director; Chief Executive Officer, Scientific Learning Corporation
WILLIAM T. BURGIN                   Director; General Partner, Bessemer Venture Partners
KEITH R. FOX                        Director; President, Exeter Capital Management Corporation
WILLIAM H. LUERS                    Director; Chairman and President of the U.N. Association of the U.S.A.
KATHRYN L. QUIRK                    Director; Vice President and Assistant Secretary
JOAN SPERO                          Director; President, Doris Duke Charitable Foundation

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

Honorary Director

THOMAS J. DEVINE                    Honorary Director; Consultant
WILLIAM H. GLEYSTEEN, JR.           Honorary Director; Consultant; Guest Scholar, Brookings Institute
WILSON NOLEN                        Honorary Director; Consultant
ROBERT G. STONE, JR.                Honorary Director; Chairman Emeritus and Director, Kirby Corporation

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

Officers

NICHOLAS BRATT*                     President
ELIZABETH J. ALLAN*                 Vice President
IRENE T. CHENG*                     Vice President
JOYCE E. CORNELL*                   Vice President
SUSAN E. DAHL*                      Vice President
PHILIP S. FORTUNA*                  Vice President
CAROL L. FRANKLIN*                  Vice President
EDMUND B. GAMES, JR.*               Vice President
THERESA GUSMAN*                     Vice President
THOMAS W. JOSEPH*                   Vice President
ANN M. McCREARY*                    Vice President
SHERIDAN REILLY*                    Vice President
SHAHRAM TAJBAKHSH*                  Vice President
JOHN R. HEBBLE*                     Treasurer
RICHARD W. DESMOND*                 Assistant Secretary
CAROLINE PEARSON*                   Assistant Secretary
                                                 *Scudder Kemper Investments, Inc.
</TABLE>

                                       2
<PAGE>

Dear Shareholders:

         We are pleased to provide you with the March 31, 1999 annual report for
the Barrett  International  Shares,  a class of shares of Scudder  International
Fund (the "Fund").

         Significant  changes  have  taken  place in the  international  markets
during the past twelve  months.  In Europe,  the launch of the new  currency has
been just one of several  catalysts  fueling  positive  changes in the corporate
culture.  In Asia, the economic crisis has forced many corporations to begin the
long overdue  process of  restructuring,  and has prompted  some of the region's
governments to initiate meaningful reforms. And throughout the entire world, the
forces of deflation  and  intensifying  competition  have  compelled a myriad of
companies to re-examine the way they do business. Although the process of change
has often been a source of significant market volatility,  it has also presented
astute  investors  with the  opportunity  to build  positions in stocks that are
likely to benefit from the ongoing evolution of the global business environment.

         During this  challenging  period,  the Fund's  management  team used an
approach  that balanced  individual  stock  selection  and top-down  country and
industry analysis to withstand  significant  market  volatility.  By focusing on
stocks poised to benefit from the ongoing process of restructuring in Europe, as
well as companies in Japan that are just  beginning to recognize the  importance
of shareholder  value,  the Fund was able to beat its benchmark and  demonstrate
resilience  when the markets were falling.  For more  information  on the Fund's
investment strategy,  please turn to the Portfolio Management Discussion on page
5.

         Thank you for your  investment  in the  Barrett  International  Shares.
Should you have any  questions  regarding  your  investment,  please  call us at
1-800-854-8525.

         Sincerely,

         /s/Daniel Pierce

         Daniel Pierce
         President


                                       3
<PAGE>

Portfolio Summary

March 31, 1999

- ------------------------------
Geographical

(Excludes 4% Cash Equivalents)
- ------------------------------

A graph in the form of a pie chart  appears  here,  illustrating  the exact data
points in the table below.

      Europe                         69%
      Japan                          21%
      Pacific Basin                   8%
      Canada                          1%
      Latin America                   1%
   --------------------------------------
                                    100%
   --------------------------------------

Fund  management  increased the  portfolio's  weighting in Japan and the Pacific
Basin while reducing its holdings in Europe.


- -------------------------------
 Sectors

 (Excludes 4% Cash Equivalents)
- -------------------------------

A graph in the form of a pie chart  appears  here,  illustrating  the exact data
points in the table below.

      Manufacturing                  18%
      Financial                      18%
      Technology                     10%
      Communications                 10%
      Energy                          7%
      Service Industries              7%
      Consumer Staples                6%
      Health                          5%
      Media                           5%
      Other                          14%
   --------------------------------------
                                    100%
   --------------------------------------

Sector   weightings   are  largely  the  result  of   decisions  we  make  on  a
stock-by-stock basis.


- -----------------------------
  Ten Largest Equity Holdings

 (18% of Portfolio)
- -----------------------------

    1. Telecom Italia SpA
       Telecommunication services

    2. Nokia AB
       Manufacturer of telecommunication systems and
       equipment

    3. Reuters Group plc
       International news and information organization

    4. Hoechst AG
       Chemical producer

    5. Mannesmann AG
       Manufacturer of diversified industrial
       products

    6. Elf Aquitaine SA
       Petroleum company

    7. SmithKline Beecham plc
       Manufacturer of ethical drugs and healthcare
       products

    8. Rio Tinto plc
       Mining company

    9. Pearson plc
       Diversified media and entertainment holding
       company

   10. Shell Transport & Trading plc
       Petroleum company

The  Fund's  top  holdings  reflect  the  opportunities  available  in  European
companies that are restructuring and cutting costs.

For more complete details about the Fund's investment  portfolio,  see page 9. A
quarterly Fund Summary and Portfolio Holdings are available upon request.

                                       4
<PAGE>

                         Portfolio Management Discussion

In the following  interview,  Portfolio Manager Irene Cheng discusses the Fund's
strategy and the market environment  during the twelve-month  period ended March
31, 1999.

Q: The  past  twelve  months  have  been an  extremely  interesting  time in the
overseas  markets.  In your  view,  what  have  been the key  drivers  of market
performance in this period?

A: The investment  landscape has changed considerably in recent months. Once the
emerging  markets  crises  dissipated,  European  stocks  rebounded  sharply  as
investors  refocused  their  attention  on the  potential  benefits  of the  new
currency,  the  euro.  Anticipation  of a new wave of merger  and  restructuring
activity,  increased economic  integration,  and greater efficiency  combined to
fuel  expectations  for stronger growth in the region.  By early 1999,  however,
equity valuations fully reflected these developments.

As a result, the markets were vulnerable when new concerns arose in mid-January.
Investors  became  nervous  when the outlook for economic  growth and  corporate
profits  deteriorated,  which  in  turn  led to  weakness  in the  euro.  Growth
estimates were revised  downward,  with most  countries'  GDP forecasts  falling
under 2.0%. At the same time,  the German market came under pressure due in part
to the policies of the country's  left-wing finance minister,  Oskar Lafontaine.
While  the  markets  rallied  following  his  resignation,  the  combination  of
political and economic  difficulties led to negative  investor  sentiment in the
first quarter.

Q: How did these developments affect your weighting in European stocks?

A: We  elected to take  profits on a  stock-by-stock  basis in  companies  whose
valuations  had  begun to look  less  attractive.  For  instance,  we pared  our
position  in German  utilities,  which  faced  uncertainty  regarding  taxes and
regulation. In addition,  trimmed our position in telecom stocks, which began to
appear  fully  valued   following  a  strong   run-up  in  1998.   As  bottom-up
stockpickers,  one of our  areas  of focus  was  consolidation  activity,  which
continues to provide opportunities despite a sluggish economy.  General Electric
Co. plc, a defense company and a holding in the portfolio, announced the sale of
its Marconi  division to British  Aerospace.  In the leisure goods arena,  LVMH,
another  portfolio  holding,  acquired a position in Gucci and later bid for the
entire  company.  Telecom  Italia,  one of our  telecommunications  stocks,  has
received  offers from  Olivetti

                                       5
<PAGE>

and Deutsche Telekom.  We expect to see further merger and acquisition  activity
as the year progresses.

Q: After  performing  poorly for most of the reporting  period,  Japanese stocks
came to life in the first quarter of 1999. To what do you attribute  this change
of direction?

A:  Investors  are  beginning  to realize  that Japan has finally  begun to take
meaningful steps toward resolving its financial  crisis.  We are seeing positive
indications  that both the public and private  sectors have made a commitment to
change. The government implemented a reform package designed to help the banking
system, and has attached important  conditions for the banks to meet in order to
receive  public funds.  For  instance,  they are  requiring  improved  levels of
profitability,  aggressive  restructuring,  and  full bad  debt  disclosure.  In
addition,  the authorities  have lowered interest rates to an effective level of
0%, and provided a massive fiscal  stimulus  package.  Over time, we expect that
these  initiatives  will  lead to a  positive  investment  backdrop  in Japan by
helping to alleviate the country's credit crunch.

Stocks have also benefited from private sector reforms;  most notably, the shift
from a business model that focused on lifetime employment to one that emphasizes
profitability.  Although  we  will  need  to see  more  evidence  before  we are
convinced  that these changes will be permanent,  we believe that the transition
has already created  numerous  opportunities  to invest in individual  companies
that are poised to turn around.  If Japanese firms are able to unlock value on a
scale similar to that of their  counterparts  in the U.S. and Europe in the past
ten years, the impact on profits could be substantial.

Q:  Have you  increased  the  Fund's  weighting  in Japan in  response  to these
changes?

A: Yes. We only had 9% of assets in Japan as of September  30, but by the end of
the first quarter of 1999 we had  increased  the Fund's  weighting to 21%. As of
March 31,  one-third of this position was invested in  industrial  restructuring
candidates that have  demonstrated a growing emphasis on  profitability,  and an
additional  one-third was held in financial  stocks.  The final one-third was in
domestic growth and global technology stocks.

Q: How did the Fund perform in this environment?

A: For the twelve-month  period ended March 31, 1999, the Barrett  International
Shares of Scudder  International Fund returned 6.60% versus 5.17% for the Fund's
unmanaged  benchmark,

                                       6
<PAGE>

the MSCI EAFE + Canada Index. We attribute the Fund's outperformance to superior
individual  stock  selection,  particularly  in  Europe.  Our  position  in  the
telecommunications  sector,  where we began adding aggressively in the first and
second quarters of last year,  made a significant  contribution to Fund returns.
In addition,  our  defensive  portfolio  positioning  in the second half of 1998
helped to provide a cushion during the correction of August and September.

Q:  Please review your investment process.

A: We combine three analytical  disciplines to select the optimal combination of
stocks for the portfolio.  First,  we utilize pure bottom-up  stock selection --
what we like to call "tire  kicking"  -- to  evaluate  companies  based on their
financial statements,  valuations, and market positions. Second, we use top-down
country analysis to alert us when changes in the  macroeconomic  environment may
have important  implications  for our  individual  holdings.  Finally,  we use a
thematic approach to uncover industries that may benefit from secular changes in
the business environment.  The combination of these disciplines tells us what to
buy, and when to do so. For instance, we used fundamental analysis to select the
stocks that we felt to be the best buy  candidates in the Japanese  market,  but
did not begin to increase our positions until our top-down  discipline  revealed
that Japan was beginning to look increasingly attractive relative to Europe.

Q: What are some individual holdings that illustrate your investment style?

A: In response to the changes  taking place in Japan,  we purchased  shares in a
number of Japanese banks,  including Bank of Tokyo Mitsubishi ("BOTM") and Sanwa
Bank.   We  believe  that  these   companies  are  likely  to  emerge  from  the
restructuring of the financial sector with significant  competitive  advantages.
BOTM, which is the largest bank in the world by asset size,  already possesses a
strong balance sheet, and is therefore  opting out of the  government's  capital
injection  plan. In an effort to improve  profitability,  management at BOTM has
embarked on a strategy that includes selling its downtown Tokyo headquarters and
reducing the size of its balance sheet. Sanwa, meanwhile, has the highest branch
penetration  and  efficiency  ratios  of any  Japanese  bank.  In a  deregulated
financial services  environment,  we expect both of these companies to be strong
competitors.

In Europe,  we  benefited  from our  holding in Reuters,  the British  financial
services  provider  that we bought  last year when it was very much out of favor
with  investors.  Believing that the company was  attractively  valued given its
strong  franchise  and  favorable  earnings  prospects,  we

                                       7
<PAGE>

established a large  position that has performed  well. We also bought shares of
Telecom Italia,  which was undervalued because of regulatory concerns and a long
history  of poor  management.  We feel  that the stock  has  significant  growth
potential because of its favorable product mix and cost-cutting initiatives. Due
in part to the takeover  speculation,  the stock has risen  strongly in the past
year.

Q: What is your outlook for the foreign markets?

A:  The  remainder  of the  year is sure to  present  a host of  challenges  and
opportunities  for investors.  Although  economic activity is slowing in Europe,
individual  companies are  restructuring  and becoming more  competitive.  While
Japan continues to suffer from past excesses, it is evident that steps are being
taken to set things  right.  On a global  basis,  advances  in  technology  have
contributed  to  deflation,  but have helped  many  companies  work  smarter and
faster.  As winners and losers emerge from this  environment,  astute  investors
will  recognize  the impact of these  changes,  and  benefit  from  them.  Going
forward,  we will  continue to build and  maintain a portfolio  that  strives to
capture these investment opportunities in a balanced and prudent fashion.

A Team Approach to Investing

Irene Cheng, Lead Portfolio  Manager,  joined the Adviser in 1993. Ms. Cheng has
over 16 years of industry  experience  and focuses on portfolio  management  and
equity strategy for the Adviser's international equity accounts.

Nicholas Bratt,  Portfolio Manager,  directs the Adviser's overall global equity
investment strategies. Mr. Bratt joined the Adviser and the team in 1976.

Carol L. Franklin,  Portfolio  Manager,  joined the Fund's portfolio  management
team in 1986 and has over 21 years of experience in finance and  investing.  She
joined the Adviser in 1981.

                                       8
<PAGE>

Scudder International Fund/Barrett International Shares

Investment Portfolio

March 31, 1999

<TABLE>
<CAPTION>
                                                                                                Principal            Market
                                                                                               Amount ($)           Value ($)
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                          <C>                   <C>
Repurchase Agreements 0.8%
- --------------------------------------------------------------------------------------------------------------------------------
Repurchase Agreement with Donaldson, Lufkin & Jenrette dated 3/31/1999 at 4.9%,
  to be repurchased at $24,737,366 on 4/1/1999, collateralized by a $23,460,000                                    -------------
  U.S. Treasury Bond, 8.25%, 5/15/2005 (Cost $24,734,000) ......................              24,734,000            24,734,000
                                                                                                                   -------------
Commercial Paper 3.2%
- --------------------------------------------------------------------------------------------------------------------------------
United States

Ameritech Capital Funding Corp., 4.87%**, 5/6/1999 .............................              50,000,000            49,764,236

Quincy Capital Corp., 4.9%**, 4/12/1999 ........................................              50,000,000            49,925,139
- --------------------------------------------------------------------------------------------------------------------------------
Total Commercial Paper (Cost $99,689,375)                                                                           99,689,375
- --------------------------------------------------------------------------------------------------------------------------------
Convertible Bonds 0.1%
- --------------------------------------------------------------------------------------------------------------------------------
Philippines

International Container Terminal Services, Inc., 1.75%, 3/13/2004 (Putable 3/13/2002)                              -------------
  (Cost $3,114,799) ............................................................               2,753,000             2,340,050
                                                                                                                   -------------

                                                                                                 Shares
- -----------------------------------------------------------------------------------------------------------------------------
Common Stocks 95.9%
- -----------------------------------------------------------------------------------------------------------------------------
Argentina 0.5%

YPF S.A. "D" (ADR) (Petroleum company) .........................................                 515,200            16,261,000
                                                                                                                   -------------
Australia 1.6%

Broken Hill Proprietary Co. Ltd. (Petroleum, mineral and steel exploration and production)     2,822,575            24,074,638

WMC Ltd. (Mineral exploration and production) ..................................               4,802,500            15,288,437

Woodside Petroleum Ltd. (Oil and gas producer) .................................               1,814,600            10,979,101
                                                                                                                   -------------
                                                                                                                    50,342,176
                                                                                                                   -------------
Canada 1.3%

Canadian National Railway (Railroad operator) ..................................                 723,000            40,294,433
                                                                                                                   -------------
China 0.4%

Anhui Expressway Co., Ltd. "H" (Developer and manager of toll highways in Anhui province)     18,717,000             1,811,439

Jiangsu Expressway Co., Ltd. "H" (Developer and manager of toll highways in Jiangsu Province) 14,973,000             2,936,829

Shenzhen Expressway Co. "H" (Highway developer) ................................              15,964,000             3,110,606

Sichuan Expressway Co. "H" (Developer of toll roads, bridges and tunnels) ......              18,436,000             1,356,026

Zhejiang Expressway Co., Ltd. "H" (Road construction and management) ...........              16,126,000             2,746,799
                                                                                                                   -------------
                                                                                                                    11,961,699
                                                                                                                   -------------
Denmark 0.3%

Unidanmark A/S "A" (Registered) (Financial services company) ...................                 117,700             8,043,592
                                                                                                                   -------------

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

                                       9
<PAGE>

                                                                                                                     Market
                                                                                                 Shares             Value ($)
- --------------------------------------------------------------------------------------------------------------------------------
Finland 2.6%

Fortum Corp.* (Provider of a full range of energy related services) ............                 942,033             4,591,643

Nokia AB "A" (Manufacturer of telecommunication systems and equipment) .........                 465,300            74,978,390
                                                                                                                   -------------
                                                                                                                    79,570,033
                                                                                                                   -------------
France 14.5%

AXA S.A. (Provider of insurance, finance and real estate services) .............                 169,835            22,539,848

Accor S.A. (Provider of catering, hotel and travel services) ...................                 158,968            39,515,089

Air Liquide (Producer of industrial gases) .....................................                  75,212            11,217,385

Alstom* (Designer and manufacturer of infrastructure systems and components) ...                 299,275             8,894,644

Banque Nationale de Paris (Bank) ...............................................                 316,690            27,586,386

Christian Dior (Fashion house) .................................................                 184,105            23,657,718

Club Mediterranee SA (Operator of vacation resorts) ............................                  60,992             5,405,205

Compagnie Generale des Etablissements Michelin "B" (Tire manufacturer) .........                 275,140            12,355,211

Elf Aquitaine SA (Petroleum company) ...........................................                 408,588            55,550,972

Etablissements Economiques du Casino Guichard-Perrachon S.A. (Operator of
 supermarkets and convenience stores) ..........................................                 427,332            23,969,457

LVMH (Louis Vuitton Moet Hennessy) (Producer of wines, spirits and luxury products)               58,959            14,623,732

Lagardere S.C.A. (Holding company with interests in publishing, defense,
  audiovisual production and services, telecommunications and media) ...........               1,113,120            36,198,418

Pernod Ricard (Manufacturer of spirits, whiskey, wines, and fruit juices) ......                 146,244             9,301,435

Rhone-Poulenc S.A. "A" (Producer of medical, agricultural and consumer chemicals)                569,677            25,796,936

STMicroelectronics NV* (Designer, developer, manufacturer and marketer
   of semiconductor integrated circuits) .......................................                 263,417            26,177,065

Societe BIC SA (Manufacturer of office supplies) ...............................                 615,087            32,406,833

Suez Lyonnaise des Eaux (Provider of water supply and treatment services) ......                 114,458            21,202,271

Thomson CSF (Manufacturer of aerospace systems and industrial electronics products)              504,390            15,426,888

Total S.A. "B" (Producer of oil and natural gas) ...............................                  48,709             6,006,483

Union des Assurances Federales (Insurance group) ...............................                 136,948            16,428,734

Vivendi (Industrial services) ..................................................                  81,783            20,143,400
                                                                                                                   -------------
                                                                                                                   454,404,110
                                                                                                                   -------------
Germany 12.1%

Allianz AG (Multi-line insurance company) ......................................                  72,883            22,212,670

BASF AG (International chemical producer) ......................................                 788,252            28,879,535

Deutsche Telekom AG (Telecommunication services) ...............................                 910,954            37,165,401

Heidelberger Druckmaschinen AG (Manufacturer of commercial printing presses) ...                 119,282             6,381,247

Hoechst AG (Chemical producer) .................................................               1,375,481            59,685,050

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

                                       10
<PAGE>

                                                                                                                     Market
                                                                                                 Shares             Value ($)
- --------------------------------------------------------------------------------------------------------------------------------
Mannesmann AG (Manufacturer of diversified industrial products) ................                 463,014            59,197,625

Metro AG (Operator of building, clothing, department, electronic and food stores)                532,912            33,387,524

SAP AG (pfd.) (Manufacturer of computer software) ..............................                  65,964            21,244,605

Schering AG (Producer of pharmaceuticals and chemicals) ........................                 264,783            30,862,824

Siemens AG (Electrical engineering and electronics company) ....................                 402,572            26,931,443

VEBA AG (Electric utility, distributor of oil and chemicals) ...................                 569,000            29,947,919

VIAG AG (Provider of electrical power and natural gas services, aluminum
 products, chemicals, ceramics and glass) ......................................                  42,829            23,648,263
                                                                                                                   -------------
                                                                                                                   379,544,106
                                                                                                                   -------------
Hong Kong 2.8%

Cheung Kong Holdings Ltd. (Real estate company) ................................               3,225,000            24,553,197

Citic Pacific Ltd. (Diversified holding company) ...............................               8,983,000            18,894,496

Cosco Pacific Ltd. (Investment holding company) ................................               7,092,000             3,317,440

GZI Transport Ltd. (Developer and manager of toll highways in Guangdong Province)              4,524,000               712,211

Hong Kong & China Gas Co., Ltd. (Gas utility) ..................................                      18                    25

Kerry Properties, Ltd. (Real estate company) ...................................               7,066,155             5,653,289

New World Development Co., Ltd. (Property investment and development,
  construction and engineering, hotels and restaurants, telecommunications) ....               7,721,298            15,194,502

New World Infrastructure Ltd.* (Investment and operation of infrastructure projects)           6,600,000             8,601,845

Sun Hung Kai Properties Ltd. (Real estate developer and finance company) .......               1,410,000            10,507,452
                                                                                                                   -------------
                                                                                                                    87,434,457
                                                                                                                   -------------
Hungary 0.1%

The First Hungary Fund Ltd. "A"* (Investment company) ..........................                   3,619             3,257,100
                                                                                                                   -------------
Italy 8.3%

Arnoldo Mondadori Editore SpA (Book publisher) .................................                 763,000            11,420,884

Assicurazioni Generali (Insurance company) .....................................                 320,600            12,854,727

Banca Commerciale Italiana SpA (Commercial bank) ...............................               3,046,000            25,018,940

Banca Nazionale del Lavoro* (Bank) .............................................               2,896,900            10,143,877

Class Editori SpA* (Publishing house) ..........................................                 871,900             7,745,758

Finmeccanica SpA* (Designer and developer of aeronautical equipment) ...........              22,814,000            23,028,928

Gruppo Editoriale L'Espresso (Publisher) .......................................                 587,000             6,597,765

Istituto Bancario San Paolo di Torino (Commercial bank) ........................                 640,900            10,424,427

Istituto Nazionale delle Assicurazione (Insurance company) .....................               7,529,400            22,784,726

La Rinascente SpA (Department store and supermarket chain) .....................                 976,100             7,627,075

Mediaset SpA (Broadcasting and television networks) ............................               1,803,400            16,976,011

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

                                       11
<PAGE>

                                                                                                                     Market
                                                                                                 Shares             Value ($)
- --------------------------------------------------------------------------------------------------------------------------------
Seat Pagine Gialle SpA (Publisher of telecommunication directories and provider
  of advertising services) .....................................................               5,704,900             6,689,647

Seat Pagine Gialle SpA di Risparmio ............................................              26,957,001            21,559,005

Telecom Italia SpA (Telecommunication services) ................................               6,702,000            71,272,984

Telecom Italia SpA di Risparmio ................................................                 636,300             3,782,248
                                                                                                                   -------------
                                                                                                                   257,927,002
                                                                                                                   -------------
Japan 20.1%

Asahi Glass Co., Ltd. (Manufacturer of glass products) .........................               2,185,000            15,866,757

Bank of Tokyo-Mitsubishi, Ltd. (Provider of financial services) ................               1,217,000            16,770,616

Canon Inc. (Producer of visual image and information equipment) ................                 460,000            11,380,562

Daiwa Securities Co., Ltd. (Provider of brokerage and other financial services)                7,274,000            39,001,858

Fuji Bank, Ltd. (Provider of commercial and institutional banking services) ....               2,576,000            15,247,623

Fujitsu Ltd. (Manufacturer of computers) .......................................               1,668,000            26,788,280

Hitachi Ltd. (Manufacturer of general electronics) .............................               2,098,000            15,536,148

Matsushita Electric Industrial Co., Ltd. (Manufacturer of consumer electronic products)        1,575,000            30,720,679

Mitsubishi Estate Co., Ltd. (Real estate company) ..............................               1,846,000            18,782,656

Mitsui Fudosan Co., Ltd. (Real estate company) .................................               1,553,000            13,991,818

Murata Manufacturing Co., Ltd. (Manufacturer of ceramic applied electronic components)           473,000            25,161,699

NEC Corp. (Manufacturer of telecommunication and computer equipment) ...........               2,512,000            30,225,450

Nichiei Co., Ltd. (Finance company for small and medium-sized firms) ...........                 134,010            12,005,793

Nikko Securities Co., Ltd. (Leading securities broker and dealer) ..............               8,261,000            38,364,857

Nintendo Co., Ltd. (Manufacturer of game equipment) ............................                 151,300            13,056,540

Nippon Telegraph & Telephone Corp. (Telecommunication services) ................                   3,232            31,656,844

NSK Ltd. (Manufacturer of bearings and motor vehicle machine parts) ............               3,247,000            15,079,372

NTT Mobile Communication Network, Inc. (Provider of various telecommunication
 services and equipment) .......................................................                     636            31,416,026

Sakura Bank, Ltd. (Bank) .......................................................               5,394,000            16,350,975

Sanwa Bank, Ltd. (Bank) ........................................................               1,409,000            15,288,060

Shin-Etsu Chemical Co., Ltd. (Producer and distributor of synthetic resins and chemicals)        635,000            16,675,251

Sony Corp. (Manufacturer of consumer electronic products) ......................                 293,300            27,041,908

Sumitomo Electric Industries, Ltd. (Manufacturer of electric wires and cables) .                 889,000            10,539,188

Sumitomo Trust & Banking Co., Ltd. (Trust bank) ................................               3,751,000            15,677,995

TDK Corp. (Manufacturer of magnetic tapes and floppy discs) ....................                 292,000            23,645,022

Teijin Ltd. (Manufacturer of polyester products) ...............................               3,881,000            15,664,257

Tokyo Electron Ltd. (Manufacturer of semiconductor production equipment) .......                 480,000            24,845,056

Toshiba Corp. (Manufacturer of electric machinery) .............................               5,559,000            37,973,748

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

                                       12
<PAGE>

                                                                                                                     Market
                                                                                                 Shares             Value ($)
- --------------------------------------------------------------------------------------------------------------------------------
Yamanouchi Pharmaceutical Co., Ltd. (Manufacturer of ethical drugs) ............                 710,000            22,481,635
                                                                                                                   -------------
                                                                                                                   627,236,673
                                                                                                                   -------------
Korea 0.4%

Samsung Electronics Co., Ltd. (Manufacturer of consumer and industrial
   electronic equipment) ......................................................                  182,900            14,160,962
                                                                                                                   -------------

Netherlands 4.6%

AEGON Insurance Group NV (Insurance company) ...................................                 248,470            22,704,555

Akzo-Nobel NV (Producer and marketer of healthcare products, coatings,
   chemicals and fibers) .......................................................                 499,500            18,516,335

Elsevier NV (International publisher of scientific, professional, business,
   and consumer information books) .............................................               1,685,000            25,130,690

Equant NV* (Provider of international data network services) ...................                 350,810            26,691,319

Heineken Holding NV "A" (Producer and distributor of beers, spirits,
   wines and soft drinks) ......................................................                 803,355            30,604,976

Koninklijke Ahold NV (International food retailer) .............................                 441,240            16,928,896

United Pan-Europe Communications NV* (Provider of television
   and telecommunication services) .............................................                 100,163             3,929,519
                                                                                                                   -------------
                                                                                                                   144,506,290
                                                                                                                   -------------
Philippines 0.0%

International Container Terminal Services, Inc.* (Containerized cargo handling firm)          10,537,050               707,002
                                                                                                                   -------------
Spain 0.6%

Argentaria Caja Postal y Banco Hipotecario de Espana, SA (Bank) ................                 821,176            19,755,445
                                                                                                                   -------------
Switzerland 4.7%

Nestle SA (Registered) (Food manufacturer) .....................................                  17,186            31,300,182

Novartis AG (Registered) (Pharmaceutical company) ..............................                  20,883            33,959,892

Roche Holdings AG (PC) (Producer of drugs and medicines) .......................                   1,712            20,929,662

Swisscom AG* (Operator of telecommunication networks and network application services)            97,256            38,073,736

UBS AG (Registered) (Provider of banking and asset management services) ........                  66,561            20,963,030
                                                                                                                   -------------
                                                                                                                   145,226,502
                                                                                                                   -------------
Taiwan 2.6%

Asustek Computer Inc.* (Manufacturer of computer mainboards, audio, video and network cards)     632,000             5,338,965

China Development Industrial Bank Inc.* (Venture capital firm and investment bank)             4,514,000             7,626,610

Compal Electronics Inc.* (Manufacturer and marketer of notebook computers and color monitors)  3,912,022            10,268,394

Far Eastern Textile Ltd. (Manufacturer of natural and synthetic textile products)             17,817,000            17,524,037

Hon Hai Precision Industry* (Manufacturer of electronic connectors, cable assemblies and
  memory chips)                                                                                1,861,000             9,938,060

Siliconware Precision Industries Co.* (Manufacturer of integrated circuit plates)              7,444,000            15,159,753

Taiwan Semiconductor Manufacturing Co.* (Manufacturer of integrated circuits
  and other semiconductor devices) .............................................               4,781,000            15,001,478
                                                                                                                   -------------
                                                                                                                    80,857,297
                                                                                                                   -------------

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

                                       13
<PAGE>

                                                                                                                     Market
                                                                                                 Shares             Value ($)
- --------------------------------------------------------------------------------------------------------------------------------
United Kingdom 18.4%

BOC Group plc (Producer of industrial gases) (b) ...............................               2,626,692            36,555,636

BP Amoco plc (Producer of oil and petrochemicals) (b) ..........................               2,007,452            33,933,587

Carlton Communications plc (Television post production products and services) ..               2,354,778            23,228,924

Enterprise Oil plc (Explorer and producer of oil and gas) ......................               1,550,619             8,918,625

General Electric Co., plc (Manufacturer of power, communications and defense
    equipment) (b) .............................................................               3,706,346            33,300,369

Glaxo Wellcome plc (Pharmaceutical company) ....................................                 888,148            29,782,404

Imperial Chemical Industries plc (International chemical producer) .............               1,640,102            14,696,088

LASMO plc (Explorer and producer of oil) (b) ...................................               5,150,872            10,478,261

Marks & Spencer, plc (Retailer of consumer goods and foods) (b) ................               2,226,587            14,657,534

Monument Oil and Gas plc (Explorer and producer of oil and gas) ................               7,559,921             5,187,333

Orange plc* (Operator of digital mobile telephone networks) ....................               2,842,834            39,747,270

Pearson plc (Diversified media and entertainment holding company) ..............               1,907,289            43,664,717

Reed International plc (Publisher of scientific, professional and business
    to business materials) .....................................................               2,706,485            24,076,599

Reuters Group plc (International news and information organization) (b) ........               4,387,671            64,321,745

Rio Tinto plc (Mining company) .................................................               3,301,080            45,568,012

Royal & Sun Alliance Insurance Group plc (Multi-line insurance holding company)                1,617,424            15,276,282

Select Appointments Holdings plc* (Provider of recruitment services) ...........               1,098,634            14,757,550

Shell Transport & Trading plc (Petroleum company) ..............................               6,001,208            40,378,688

SmithKline Beecham plc (Manufacturer of ethical drugs and healthcare products) .               3,386,115            48,901,250

Vodafone Group plc (Provider of telecommunication services) ....................               1,572,478            29,195,797
                                                                                                                   -------------
                                                                                                                   576,626,671
- --------------------------------------------------------------------------------------------------------------------------------
Total Common Stocks (Cost $2,413,194,091)                                                                        2,998,116,550
- --------------------------------------------------------------------------------------------------------------------------------

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

- --------------------------------------------------------------------------------------------------------------------------------
Total Investment Portfolio -- 100.0% (Cost $2,540,732,265) (a)                                                   3,124,879,975
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*    Non-income producing security.

**   Annualized yield at time of purchase; not a coupon rate (unaudited).

(a)  The cost for federal income tax purposes was $2,549,155,776. At March 31,
     1999, net unrealized appreciation for all securities based on tax cost was
     $575,724,199. This consisted of aggregate gross unrealized appreciation for
     all securities in which there was an excess of market value over tax cost
     of $676,829,254 and aggregate gross unrealized depreciation for all
     securities in which there was an excess of tax cost over market value of
     $101,105,055.

(b)  At March 31, 1999, these securities, in part or in whole, have been
     segregated to cover forward currency contracts.

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

                                       14
<PAGE>

Scudder International Fund/Barrett International Shares

Statement of Assets and Liabilities

March 31, 1999

<TABLE>
<CAPTION>

Assets
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                          <C>
                  Investments, at market (identified cost $2,540,732,265) ..........        $3,124,879,975
                  Cash                                                                               1,369
                  Foreign currency holdings, at market (identified cost $1,321,101)              1,320,639
                  Receivable for investments sold ..................................            28,403,052
                  Receivable for Fund shares sold ..................................             3,680,193
                  Dividends and interest receivable ................................             9,041,381
                  Foreign taxes recoverable ........................................             4,067,692
                  Other assets .....................................................                37,167
                                                                                             ----------------
                  Total assets .....................................................         3,171,431,468
Liabilities
- -----------------------------------------------------------------------------------------------------------------------------
                  Payable for investments purchased ................................            36,503,817
                  Payable for Fund shares redeemed .................................            18,235,157
                  Unrealized depreciation on forward currency exchange contracts ...               395,932
                  Accrued management fee ...........................................             2,051,746
                  Other payables and accrued expenses ..............................             1,471,257
                                                                                             ----------------
                  Total liabilities ................................................            58,657,909
                  -------------------------------------------------------------------------------------------
                  Net assets, at market value                                               $3,112,773,559
                  -------------------------------------------------------------------------------------------
Net Assets
- -----------------------------------------------------------------------------------------------------------------------------
                  Net assets consist of:
                  Undistributed net investment income ..............................             2,638,610
                  Unrealized appreciation (depreciation) on:
                     Investments ...................................................           584,147,710
                     Foreign currency related transactions .........................              (426,437)
                  Accumulated net realized gain (loss) .............................           206,243,900
                  Paid-in capital ..................................................         2,320,169,776
                  -------------------------------------------------------------------------------------------
                  Net assets, at market value                                               $3,112,773,559
                  -------------------------------------------------------------------------------------------
Net Asset Value
- -----------------------------------------------------------------------------------------------------------------------------
                  International Shares
                  Net asset value, offering and redemption price per share
                  ($3,089,668,777 / 61,709,689 shares of capital stock                       ----------------
                  outstanding, $.01 par value, 100,000,000 shares authorized) ......               $50.07
                                                                                             ----------------
                  Barrett International Shares
                  Net asset value, offering and redemption price per share
                 ($23,104,782 / 460,840 shares of capital stock outstanding,                 ----------------
                 $.01 par value, 100,000,000 shares authorized) ....................               $50.14
                                                                                             ----------------

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

                                       15
<PAGE>

Scudder International Fund/Barrett International Shares

Statement of Operations

For the year ended March 31, 1999

Investment Income
- -----------------------------------------------------------------------------------------------------------------------------
                  Income:
                  Dividends (net of foreign taxes withheld of $6,411,078) ..........         $  52,285,237
                  Interest .........................................................             9,490,808
                                                                                             ----------------
                                                                                                61,776,045
                                                                                              ----------------
                  Expenses:
                  Management fee ...................................................            23,819,941
                  Services to shareholders .........................................             7,389,758
                  Custodian and accounting fees ....................................             2,319,746
                  Directors' fees and expenses .....................................                63,387
                  Reports to shareholders ..........................................               430,297
                  Auditing .........................................................               159,558
                  Legal ............................................................                69,182
                  Registration fees ................................................                98,771
                  Other ............................................................               228,884
                                                                                             ----------------
                                                                                                 34,579,524
                  -------------------------------------------------------------------------------------------
                  Net investment income                                                          27,196,521
                  -------------------------------------------------------------------------------------------

Realized and unrealized gain (loss) on investment transactions
- -----------------------------------------------------------------------------------------------------------------------------
                  Net realized gain (loss) from:
                  Investments ......................................................           505,050,696
                  Foreign currency related transactions (including CPMF tax of $45,856)         (9,203,032)
                                                                                             ----------------
                                                                                               495,847,664
                                                                                             ----------------
                  Net unrealized appreciation (depreciation) during the period on:
                  Investments ......................................................          (310,921,292)
                  Foreign currency related transactions ............................              (242,949)
                                                                                             ----------------
                                                                                              (311,164,241)
                  -------------------------------------------------------------------------------------------
                  Net gain (loss) on investment transactions                                   184,683,423
                  -------------------------------------------------------------------------------------------

                  -------------------------------------------------------------------------------------------
                  Net increase (decrease) in net assets resulting from operations            $ 211,879,944
                  -------------------------------------------------------------------------------------------
</TABLE>

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

                                       16
<PAGE>

Scudder International Fund/Barrett International Shares

Statements of Changes in Net Assets

<TABLE>
<CAPTION>

                                                                                 Years Ended March 31,
Increase (Decrease) in Net Assets                                                1999             1998
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>               <C>
                  Operations:
                  Net investment income ..................................  $ 27,196,521      $ 23,071,776
                  Net realized gain (loss) from investment transactions ..   495,847,664       283,592,889
                  Net unrealized appreciation (depreciation) on
                     investment transactions during the period ...........  (311,164,241)      229,773,170
                                                                           ----------------  ----------------
                  Net increase (decrease) in net assets resulting from
                  operations .............................................   211,879,944       536,437,835
                                                                           ----------------  ----------------
                  Distributions to shareholders from:
                  Net investment income -- International Shares ..........            --       (12,911,722)
                                                                           ----------------  ----------------
                  Net realized gains -- International Shares .............  (303,892,941)     (274,137,681)
                                                                           ----------------  ----------------
                  Net realized gains -- Barrett International Shares .....    (2,373,251)               --
                                                                           ----------------  ----------------
                  Fund share transactions:
                  Proceeds from shares sold .............................. 2,263,481,804     1,071,204,110
                  Net asset value of shares issued to shareholders in
                     reinvestment of distributions .......................    290,405,369       269,844,500
                  Cost of shares redeemed ................................ (2,231,646,711)   (1,288,548,383)
                                                                           ----------------  ----------------
                  Net increase (decrease) in net assets from Fund share
                  transactions ...........................................   322,240,462        52,500,227
                                                                           ----------------  ----------------
                  Increase (decrease) in net assets ......................   227,854,214       301,888,659
                  Net assets at beginning of period ...................... 2,884,919,345     2,583,030,686
                  Net assets at end of period (including undistributed
                     net investment income of $2,638,610 and               ----------------  ----------------
                     $6,551,066, respectively) ...........................$3,112,773,559    $2,884,919,345
                                                                           ----------------  ----------------
</TABLE>

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

                                       17
<PAGE>

Scudder International Fund/International Shares

Financial Highlights

The following table includes selected data for a share outstanding throughout
each period and other performance information derived from the financial
statements.

International Shares (b)

<TABLE>
<CAPTION>
                                                                                    Years Ended March 31,
                                                                     1999        1998       1997        1996        1995
- -----------------------------------------------------------------------------------------------------------------------------
                                                                   ----------------------------------------------------------
<S>                                                                <C>         <C>        <C>         <C>         <C>
Net asset value, beginning of period ...........................   $ 52.06     $ 48.07    $ 45.71     $ 39.72     $ 42.96
                                                                   ----------------------------------------------------------
Income from investment operations:
Net investment income ..........................................       .47(c)      .43        .30         .38         .21
Net realized and unrealized gain (loss) on investment transactions    3.10        9.16       4.53        7.19      (1.03)
                                                                   ----------------------------------------------------------
Total from investment operations ...............................      3.57        9.59       4.83        7.57       (.82)
                                                                   ----------------------------------------------------------
Less distributions:
From net investment income .....................................        --       (.25)     (1.28)       (.40)          --
From net realized gains on investment transactions .............     (5.56)     (5.35)     (1.19)      (1.18)      (2.42)
                                                                   ----------------------------------------------------------
Total distributions ............................................     (5.56)     (5.60)     (2.47)      (1.58)      (2.42)
                                                                   ----------------------------------------------------------

                                                                   ----------------------------------------------------------
Net asset value, end of period .................................   $ 50.07     $ 52.06    $ 48.07     $ 45.71     $ 39.72
                                                                   ----------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
Total Return (%) (a) ...........................................      7.18       21.57      10.74       19.25      (2.02)
Ratios and Supplemental Data
Net assets, end of period ($ millions) .........................     3,090       2,885      2,583       2,515       2,192
Ratio of operating expenses to average net assets (%) ..........      1.17        1.18       1.15        1.14        1.19
Ratio of net investment income to average net assets (%) .......       .92         .83        .64         .86         .48
Portfolio turnover rate (%) ....................................     79.9        55.7       35.8        45.2        46.3
</TABLE>

(a)      Based on monthly average shares outstanding during the period.
(b)      On April 3, 1998, existing shares of the Fund were designated as
         International Shares.
(c)      Net investment income per share includes non-recurring dividend income
         amounting to $.09 per share.

                                       18
<PAGE>

Scudder International Fund/International Shares

Financial Highlights

The following table includes  selected data for a share  outstanding  throughout
the  period  and  other  performance  information  derived  from  the  financial
statements.

Barrett International Shares

<TABLE>
<CAPTION>
                                                                                                             For the Period
                                                                                                              April 3, 1998
                                                                                                            (commencement of
                                                                                                             sale of Barrett
                                                                                                              International
                                                                                                            Shares) to March
                                                                                                                31, 1999
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                             <C>
                                                                                                           ------------------
Net asset value, beginning of period ..............................................................             $52.40
                                                                                                           ------------------
Income from investment operations:
Net investment income .............................................................................                .52(b)
Net realized and unrealized gain (loss) on investment transactions ................................               2.78
                                                                                                           ------------------
Total from investment operations ..................................................................               3.30
                                                                                                           ------------------
Less distributions from net realized gains on investment transactions .............................              (5.56)
                                                                                                           ------------------
Net asset value, end of period ....................................................................             $50.14
                                                                                                           ------------------
- -----------------------------------------------------------------------------------------------------------------------------
Total Return (%) (a) ..............................................................................               6.60**
Ratios and Supplemental Data
Net assets, end of period ($ millions) ............................................................                 23
Ratio of operating expenses to average daily net assets (%) .......................................               1.08*
Ratio of net investment income to average daily net assets (%) ....................................               1.02*
Portfolio turnover rate (%) .......................................................................              79.9
</TABLE>

(a)  Based on monthly average shares outstanding during the period.
(b)  Net investment  income per share  includes  non-recurring  dividend  income
     amounting to $.09 per share.
*    Annualized
**   Not annualized


                                       19
<PAGE>

Scudder International Fund/ Barrett International Shares
Notes to Financial Statements

                       A. Significant Accounting Policies

Scudder International Fund (the "Fund") is a diversified series of Scudder
International Fund, Inc. (the "Corporation"). The Corporation is organized as a
Maryland corporation and is registered under the Investment Company Act of 1940,
as amended, as an open-end, management investment company.

Effective April 3, 1998, under an "Agreement and Plan of Reorganization" (the
"Reorganization") the Fund offered an additional class of shares. As part of
this transaction, the Fund now comprises two share classes: International Shares
and Barrett International Shares. Existing shares of the International Fund were
redesignated as International Shares and existing shares of Institutional
International Equity Portfolio were redesignated as Barrett International
Shares. Under the Reorganization, the Fund acquired substantially all of the
assets and liabilities of Institutional International Equity Portfolio in the
tax-free reorganization to Scudder International Fund in exchange for 401,812
shares of common stock of the Barrett International Share Class (valued at
$21,054,972 unaudited). The net assets of Institutional International Equity
Portfolio transferred included unrealized appreciation of $4,790,940
(unaudited).

Investment income and realized and unrealized capital gains and losses, and
certain fund-level expenses, if any, are borne pro rata on the basis of relative
net assets by the holders of both classes of shares except that each class bears
expenses unique to that class. Each class of shares differs in its respective
shareholder services and certain other class-specific expenses and expense
reductions. All shares of the Fund have equal rights with respect to voting.

The Fund's financial statements are prepared in accordance with generally
accepted accounting principles which require the use of management estimates.
The policies described below are followed consistently by the Fund in the
preparation of its financial statements.

Security Valuation. Portfolio securities which are traded on U.S. or foreign
stock exchanges are valued at the most recent sale price reported on the
exchange on which the security is traded most extensively. If no sale occurred,
the security is then valued at the calculated mean between the most recent bid
and asked quotations. If there are no such bid and asked quotations, the most
recent bid quotation is used. Securities quoted on the Nasdaq Stock Market, Inc.
("Nasdaq"), for which there have been sales, are valued at the most recent sale
price reported on Nasdaq. If there are no such sales, the value is the most
recent bid quotation. Securities which are not quoted on Nasdaq but are traded
in another over-the-counter market are valued at the most recent sale price on
such market. If no sale occurred, the security is then valued at the mean
between the most recent bid and asked quotations. If there are no such bid and
asked quotations the most recent bid quotation shall be used.

Portfolio debt securities purchased with original maturities greater than sixty
days are valued by pricing agents approved by the officers of the Fund, whose
quotations reflect broker/dealer-supplied valuations and electronic data
processing techniques. If the pricing agents are unable to provide such
quotations, the most recent bid quotation supplied by a bona fide market maker
shall be used. Money market instruments purchased with an original maturity of
sixty days or less are valued at amortized cost. All other securities are valued
at their fair value as determined in good faith by the Valuation Committee of
the Board of Directors.

Repurchase Agreements. The Fund may enter into repurchase agreements with
certain banks and broker/dealers whereby the Fund, through its custodian,
receives delivery of the underlying securities, the amount of which at the time
of purchase and

                                       20
<PAGE>

each subsequent business day is required to be maintained at such a level that
the market value is equal to at least the repurchase price.

Foreign Currency Translations. The books and records of the Fund are maintained
in U.S. dollars. Foreign currency transactions are translated into U.S. dollars
on the following basis:

(i)  market value of investment securities, other assets and other liabilities
     at the daily rates of exchange, and

(ii) purchases and sales of investment securities, dividend and interest income
     and certain expenses at the rates of exchange prevailing on the respective
     dates of such transactions.

The Fund does not isolate that portion of gains and losses on investments which
is due to changes in foreign exchange rates from that which is due to changes in
market prices of the investments. Such fluctuations are included with the net
realized and unrealized gains and losses from investments.

Net realized and unrealized gain (loss) from foreign currency related
transactions includes gains and losses between trade and settlement dates on
securities transactions, gains and losses arising from the sales of foreign
currency, and gains and losses between the ex and payment dates on dividends,
interest, and foreign withholding taxes.

Forward Foreign Currency Exchange Contracts. A forward foreign currency exchange
contract (forward contract) is a commitment to purchase or sell a foreign
currency at the settlement date at a negotiated rate. During the period, the
Fund utilized forward contracts as a hedge in connection with portfolio
purchases and sales of securities denominated in foreign currencies.

Forward contracts are valued at the prevailing forward exchange rate of the
underlying currencies and unrealized gain/loss is recorded daily. Forward
contracts having the same settlement date and broker are offset and any gain
(loss) is realized on the date of offset; otherwise, gain (loss) is realized on
settlement date. Realized and unrealized gains and losses which represent the
difference between the value of the forward contract to buy and the forward
contract to sell are included in net realized and unrealized gain (loss) from
foreign currency related transactions.

Certain risks may arise upon entering into forward contracts from the potential
inability of counterparties to meet the terms of their contracts. Additionally,
when utilizing forward contracts to hedge, the Fund gives up the opportunity to
profit from favorable exchange rate movements during the term of the contract.

Taxes. The Fund's policy is to comply with the requirements of the Internal
Revenue Code of 1986, as amended, which are applicable to regulated investment
companies and to distribute all of its taxable income to its shareholders. The
Fund paid no federal income taxes and no federal income tax provision was
required.

The Fund is subject to a .20% Contribuicao Provisoria sobre Movimentacoes
Financieras (CPMF) tax which is applied to foreign exchange transactions
representing capital inflows or outflows to the Brazilian market.

Distribution of Income and Gains. Distributions of net investment income are
made annually. During any particular year net realized gains from investment
transactions, in excess of available capital loss carryforwards, would be
taxable to the Fund if not distributed and, therefore, will be distributed to
shareholders annually. An additional distribution may be made to the extent
necessary to avoid the payment of a four percent federal excise tax. Earnings
and profits distributed to shareholders on

                                       21
<PAGE>

redemption of Fund shares ("tax equalization") may be utilized by the Fund, to
the extent permissible, as part of the Fund's dividends paid deduction on its
federal income tax return.

The timing and characterization of certain income and capital gains
distributions are determined annually in accordance with federal tax regulations
which may differ from generally accepted accounting principles. The differences
primarily relate to investments in forward contracts, passive foreign investment
companies, and foreign denominated investments. As a result, net investment
income (loss) and net realized gain (loss) on investment transactions for a
reporting period may differ significantly from distributions during such period.
Accordingly, the Fund may periodically make reclassifications among certain of
its capital accounts without impacting the net asset value of the Fund.

The Fund uses the identified cost method for determining realized gain or loss
on investments for both financial and federal income tax reporting purposes.

Other. Investment security transactions are accounted for on a trade date basis.
Dividend income and distributions to shareholders are recorded on the
ex-dividend date. Interest income is recorded on the accrual basis.

                             B. Share Transactions

The following table summarizes shares of capital stock and dollar activity in
the Fund:

<TABLE>
<CAPTION>
                                                                   Year ended                           Year ended
                                                                 March 31, 1999                       March 31, 1998
                                                       -----------------------------------  ------------------------------------
                                                           Shares            Dollars             Shares            Dollars
International Shares

<S>                                                        <C>           <C>                    <C>           <C>
Shares outstanding at beginning of period .......          55,412,474    $1,982,910,413         53,734,143    $1,921,042,575
                                                       ---------------   ----------------   ---------------   ----------------
Shares sold .....................................          44,060,365     2,235,959,213         21,147,508     1,071,204,110

Shares issued to shareholders in reinvestment ...           5,925,727       288,615,427          5,897,787       269,844,500
  of distributions
Shares redeemed .................................        (43,688,877)    (2,231,145,939)      (25,366,964)    (1,288,548,383)
                                                       ---------------   ----------------   ---------------   ----------------
Net increase (decrease) .........................           6,297,215       293,428,701          1,678,331        52,500,227
                                                       ---------------   ----------------   ---------------   ----------------
Shares outstanding at end of period .............          61,709,689    $2,276,339,114         55,412,474    $1,973,542,802
                                                       ---------------   ----------------   ---------------   ----------------

Barrett International Shares*

Shares outstanding at beginning of period .......                  --    $           --
                                                       ---------------   ----------------
Shares issued in tax-free reorganization .........            401,812        21,054,972
Shares sold ......................................             32,214         1,676,680
Shares issued to shareholders in reinvestment
  of distributions                                             36,722         1,789,941
Shares redeemed ..................................            (9,908)         (500,772)
                                                       ---------------   ----------------
Net increase (decrease) ..........................            460,840        24,020,821
                                                       ---------------   ----------------
Shares outstanding at end of period ..............            460,840    $   24,020,821
                                                       ---------------   ----------------
</TABLE>

*For the period April 3, 1998 (commencement of sale of Barrett International
Shares) to March 31, 1999.

                                       22
<PAGE>

                      C. Purchases and Sales of Securities

During the year ended March 31, 1999, purchases and sales of investment
securities (excluding short-term investments) aggregated $2,234,157,696 and
$2,228,313,830, respectively.

                               D. Related Parties

Under the Management Agreement (the "Agreement") with Scudder Kemper
Investments, Inc. ("Scudder Kemper" or the "Adviser"), the Adviser directs the
investments of the Fund in accordance with its investment objective, policies,
and restrictions. The Adviser determines the securities, instruments, and other
contracts relating to investments to be purchased, sold or entered into by the
Fund. In addition to portfolio management services, the Adviser provides certain
administrative services in accordance with the Agreement. The management fee
payable under the Agreement is equal to an annual rate of 0.90% of the first
$500,000,000 of average daily net assets, 0.85% of the next $500,000,000 of such
net assets, 0.80% of the next $1,000,000,000 of such net assets, 0.75% of the
next $1,000,000,000 of such net assets, and 0.70% of such net assets in excess
of $3,000,000,000, computed and accrued daily and payable monthly. For the year
ended March 31, 1999, the fees pursuant to this agreement amounted to
$23,819,941, of which $2,051,746 is unpaid at March 31, 1999. This was
equivalent to an annual effective rate of .81% of the Fund's average daily net
assets.

Effective September 7, 1998, Zurich Insurance Company ("Zurich"), majority owner
of the Adviser, entered into an agreement with B.A.T Industries plc ("B.A.T")
pursuant to which the financial services businesses of B.A.T were combined with
Zurich's businesses to form a new global insurance and financial services
company known as Zurich Financial Services. Upon consummation of the
transaction, the Fund's Management Agreement with Scudder Kemper was deemed to
have been assigned and, therefore, terminated. In December 1998, the Board of
Directors and the shareholders of the Fund approved a new investment management
agreement with Scudder Kemper, which is substantially identical to the former
Management Agreement, except for the dates of execution and termination.

Scudder Service Corporation ("SSC"), a subsidiary of the Adviser, is the
transfer, dividend paying and shareholder service agent for the classes of the
Fund. For the year ended March 31, 1999, the amount charged by SSC to the
International and Barrett International classes for services to shareholders is
$3,098,197 and $4,857, respectively, of which $254,188 is unpaid at March 31,
1999.

The International Shares of the Fund are one of several Scudder Funds (the
"Underlying Funds") in which the Scudder Pathway Series Portfolios (the
"Portfolios") invest. In accordance with the Special Servicing Agreement entered
into by the Adviser, the Portfolios, the Underlying Funds, SSC, SFAC, STC, and
Scudder Investor Services, Inc., expenses from the operation of the Portfolios
are borne by the Underlying Funds based on each Underlying Fund's proportionate
share of assets owned by the Portfolios. No Underlying Funds will be charged
expenses that exceed the estimated savings to each respective Underlying Fund.
These estimated savings result from the elimination of separate shareholder
accounts which either currently are or have potential to be invested in the
Underlying Funds. For the year ended March 31, 1999, the Special Servicing
Agreement expense charged to the International Shares of the Fund amounted to
$817,498.

                                       23
<PAGE>

Scudder Trust Company ("STC"), a subsidiary of the Adviser, provides
recordkeeping and other services in connection with certain retirement and
employee benefit plans invested in the International Shares of the Fund. For the
year ended March 31, 1999, the amount charged to the International Shares of the
Fund by STC aggregated $2,067,603, of which $368,765 is unpaid at March 31,
1999.

Scudder Fund Accounting Corporation ("SFAC"), a subsidiary of the Adviser, is
responsible for determining the daily net asset value per share and maintaining
the portfolio and general accounting records of the Fund. For the year ended
March 31, 1999, the amount charged to the Fund by SFAC aggregated $893,682, of
which $150,939 is unpaid at March 31, 1999.

The Fund pays each Director not affiliated with the Adviser an annual retainer
plus specified amounts for attended board and committee meetings. For the year
ended March 31, 1999, Directors' fees and expenses aggregated $63,387.

                                 E. Commitments

As of March 31, 1999, the Fund had entered into the following forward foreign
currency exchange contracts resulted in net unrealized depreciation of $395,932.

<TABLE>
<CAPTION>
                                                                                                 Net Unrealized
                                                                                                  Appreciation
                                                                               Settlement       (Depreciation)
              Contracts to Deliver               In Exchange For                  Date              (U.S.$)
     ----------------------------------   ---------------------------------   --------------   --------------------

<S>                    <C>                <C>                   <C>              <C>             <C>
     Japanese Yen      9,845,626,279      U.S. Dollars          84,511,814       9/7/99              (395,932)
                                                                                               ---------------
                                                                                                     (395,932)
                                                                                               ===============
</TABLE>

                                F. Line of Credit

The Fund and several affiliated Funds (the "Participants") share in a $850
million revolving credit facility for temporary or emergency purposes, including
the meeting of redemption requests that otherwise might require the untimely
disposition of securities. The Participants are charged an annual commitment fee
which is allocated pro rata among each of the Participants. Interest is
calculated based on the market rates at the time of the borrowing. The Fund may
borrow up to a maximum of 33 percent of its net assets under the agreement.

                                       24
<PAGE>

                        Report of Independent Accountants

To the Board of Directors of Scudder International Fund, Inc. and to the
Shareholders of Scudder International Fund:

In our opinion, the accompanying statement of assets and liabilities, including
the investment portfolio, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Scudder International Fund (the
"Fund") at March 31, 1999, the results of its operations, the changes in its net
assets, and the financial highlights for each of the periods indicated therein,
in conformity with generally accepted accounting principles. These financial
statements and financial highlights (hereafter referred to as "financial
statements") are the responsibility of the Fund's management; our responsibility
is to express an opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with generally
accepted auditing standards which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities at March 31, 1999 by
correspondence with the custodian and brokers, provide a reasonable basis for
the opinion expressed above.


Boston, Massachusetts                                 PricewaterhouseCoopers LLP
May 20, 1999

                                       25
<PAGE>

Tax Information (Unaudited)

The Fund paid distributions of $5.56 per share from net long-term capital gains
during its year ended March 31, 1999. Pursuant to Section 852 of the Internal
Revenue Code, the Fund designates $506,000,000 as capital gain dividends for its
fiscal year ended March 31, 1999.

The Fund paid foreign taxes of $6,500,000 and earned $19,000,000 of foreign
source income during the year ended March 31, 1999. Pursuant to section 853 of
the Internal Revenue Code, the Fund designates $0.105 per share as foreign taxes
paid and $0.306 per share as income earned from foreign sources for the year
ended March 31, 1999.

Please consult a tax adviser if you have questions about federal or state income
tax laws, or on how to prepare your tax returns. If you have specific questions
about your account, please call 1-800-SCUDDER.

                                       26
<PAGE>





<PAGE>

  BARRETT INTERNATIONAL SHARES
345 Park Avenue, New York, New York 10154
                 (800) 854-8525


    Investment Manager
    Scudder Kemper Investments, Inc.
    345 Park Avenue
    New York, New York 10154

    Distributor
    Scudder Investor Services, Inc.
    Two International Place
    Boston, Massachusetts 02110

                                                    BARRETT INTERNATIONAL
                                                           SHARES
    Custodian                                -----------------------------------
    Brown Brothers Harriman & Company
    40 Water Street
    Boston, MA 02109

    Fund Accounting Agent
    Scudder Fund Accounting Corporation
    Two International Place
    Boston, Massachusetts 02110

    Transfer Agent and
    Dividend Disbursing Agent
    Scudder Service Corporation
    P.O. Box 9242
    Boston, Massachusetts 02205

    Legal Counsel
    Dechert, Price & Rhoads
    10 Post Office Square South
    Boston, Massachusetts 02109

    Independent Accountants
    PricewaterhouseCoopers LLP
    160 Federal Street
    Boston, Massachusetts 02110                            ANNUAL REPORT
                                                          MARCH 31, 1999

                      -----------------            BARRETT INTERNATIONAL SHARES
                                                        ARE A CLASS OF THE
    This report is for the information of           SCUDDER INTERNATIONAL FUND
    the shareholders. Its use in connection
    with any offering of the Fund's shares
    is authorized only in case of a
    concurrent or prior delivery of the
    Fund's current prospectus.


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