UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                   FORM N-CSR

Investment Company Act file number 811-642

                        SCUDDER INTERNATIONAL FUND, INC.
                        --------------------------------
               (Exact Name of Registrant as Specified in Charter)

                      345 Park Avenue, New York, NY 10154
                 ----------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

        Registrant's Telephone Number, including Area Code: (212) 454-7190
                                                            --------------

                                  Paul Schubert
                                 345 Park Avenue
                               New York, NY 10154
                     ---------------------------------------
                     (Name and Address of Agent for Service)

Date of fiscal year end:        10/31

Date of reporting period:       10/31/05



ITEM 1.  REPORT TO STOCKHOLDERS

Scudder Pacific Opportunities Fund
	Annual Report to Shareholders
	October 31, 2005

Contents

Click Here Performance Summary

Click Here Information About Your Fund's Expenses

Click Here Portfolio Management Review

Click Here Portfolio Summary

Click Here Investment Portfolio

Click Here Financial Statements

Click Here Financial Highlights

Click Here Notes to Financial Statements

Click Here Report of Independent Registered Public Accounting Firm

Click Here Tax Information

Click Here Investment Management Agreement Approval

Click Here Directors and Officers

Click Here Account Management Resources

This report must be preceded or accompanied by a prospectus. To obtain a prospectus for any of our funds, refer to the Account Management Resources information provided in the back of this booklet. We advise you to consider the fund's objectives, risks, charges and expenses carefully before investing. The prospectus contains this and other important information about the fund. Please read the prospectus carefully before you invest.

Investments in mutual funds involve risk. Some funds have more risk than others. Investments in securities of foreign issuers present greater risks, including currency fluctuations and changes in political/economic conditions. Foreign security markets generally exhibit greater price volatility and are less liquid than the US market. Additionally, this fund focuses its investments in certain geographical regions, thereby increasing its vulnerability to developments in that region and potentially subjecting the fund's shares to greater price volatility. Please read this fund's prospectus for specific details regarding its investments and risk profile.

Scudder Investments is part of Deutsche Asset Management, which is the marketing name in the US for the asset management activities of Deutsche Bank AG, Deutsche Investment Management Americas Inc., Deutsche Asset Management Inc., Deutsche Bank Trust Company Americas and Scudder Trust Company.

Fund shares are not FDIC-insured and are not deposits or other obligations of, or guaranteed by, any bank. Fund shares involve investment risk, including possible loss of principal.

Performance Summary October 31, 2005

Classes A, B and C

All performance shown is historical, assumes reinvestment of all dividend and capital gain distributions, and does not guarantee future results. Investment return and principal value fluctuate with changing market conditions so that, when redeemed, shares may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. Please visit scudder.com for the Fund's most recent month-end performance.

The maximum sales charge for Class A shares is 5.75%. For Class B shares, the maximum contingent deferred sales charge (CDSC) is 4% within the first year after purchase, declining to 0% after six years. Class C shares have no adjustment for front-end sales charges but redemptions within one year of purchase may be subject to a CDSC of 1%. Unadjusted returns do not reflect sales charges and would have been lower if they had.

To discourage short-term trading, effective February 1, 2005, shareholders redeeming shares held less than 30 days will have a lower total return due to the effect of the 2% short-term redemption fee.

Returns and rankings during all periods shown for Class B shares and the 3-year, 5-year and 10-year periods shown for Class A and C shares reflect a fee waiver and/or expense reimbursement. Without this waiver/reimbursement returns and rankings would have been lower.

Performance figures do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Returns and rankings may differ by share class.

Returns shown for Class A, B and C shares for the periods prior to their inception on May 29, 2001 are derived from the historical performance of Class S shares of the Scudder Pacific Opportunities Fund during such periods and have been adjusted to reflect the higher gross total annual operating expenses of each specific class. Any difference in expenses will affect performance. Class S shares are no longer available to new investors except under certain circumstances. (Please refer to the Fund's Statement of Additional Information.)

Average Annual Total Returns (Unadjusted for Sales Charge) as of 10/31/05
Scudder Pacific Opportunities Fund	1-Year	3-Year	5-Year	10-Year
Class A	18.63%	21.42%	7.16%	-.65%
Class B	17.88%	20.48%	6.32%	-1.44%
Class C	17.68%	20.43%	6.32%	-1.42%
MSCI All Country Asia Free (excluding Japan) Index+	21.25%	22.74%	9.61%	.89%

Sources: Lipper Inc. and Deutsche Investment Management Americas Inc.

Net Asset Value and Distribution Information
	Class A	Class B	Class C
Net Asset Value: 10/31/05	$ 14.05	$ 13.78	$ 13.78
10/31/04	$ 11.95	$ 11.69	$ 11.71
Distribution Information: Twelve Months: Income Dividends as of 10/31/05	$ .12	$ —	$ —

Class A Lipper Rankings — Pacific Ex Japan Funds Category as of 10/31/05
Period	Rank		Number of Funds Tracked	Percentile Ranking
1-Year	41	of	51	79
3-Year	31	of	48	64

Source: Lipper Inc. Rankings are historical and do not guarantee future results. Rankings are based on total return unadjusted for sales charges with distributions reinvested. If sales charges had been included, rankings might have been less favorable. Rankings are for Class A shares; other share classes may vary.

Growth of an Assumed $10,000 Investment (Adjusted for Maximum Sales Charge)

[] Scudder Pacific Opportunities Fund — Class A

[] MSCI All Country Asia Free (excluding Japan) Index⁺

Yearly periods ended October 31

The Fund's growth of an assumed $10,000 investment is adjusted for the maximum sales charge of 5.75%. This results in a net initial investment of $9,425.

Comparative Results (Adjusted for Maximum Sales Charge) as of 10/31/05
Scudder Pacific Opportunities Fund		1-Year	3-Year	5-Year	10-Year
Class A	Growth of $10,000	$11,181	$16,870	$13,317	$8,828
	Average annual total return	11.81%	19.04%	5.90%	-1.24%
Class B	Growth of $10,000	$11,488	$17,287	$13,485	$8,652
	Average annual total return	14.88%	20.02%	6.16%	-1.44%
Class C	Growth of $10,000	$11,768	$17,465	$13,587	$8,664
	Average annual total return	17.68%	20.43%	6.32%	-1.42%
MSCI All Country Asia Free (excluding Japan) Index+	Growth of $10,000	$12,125	$18,489	$15,818	$10,922
	Average annual total return	21.25%	22.74%	9.61%	.89%

The growth of $10,000 is cumulative.

⁺ The Morgan Stanley Capital International (MSCI) All Country Asia Free (excluding Japan) Index is an unmanaged capitalization-weighted measure of stock markets in the Pacific Region, excluding Japan. The Index is calculated using local market prices and converts to US dollars using the London close foreign exchange rates. Index returns, unlike Fund returns, do not reflect any fees or expenses. It is not possible to invest directly into an index.

Class AARP and Class S

Class AARP has been created especially for members of AARP. Class S shares are no longer available to new investors except under certain circumstances. (Please refer to the Fund's Statement of Additional Information.)

All performance shown is historical, assumes reinvestment of all dividend and capital gain distributions, and does not guarantee future results. Investment return and principal value fluctuate with changing market conditions so that, when redeemed, shares may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. Please visit aarp.scudder.com (Class AARP) or myScudder.com (Class S) for the Fund's most recent month-end performance.

For the period from November 1, 2004 to January 31, 2005, shareholders redeeming Class AARP and S shares held less than one year had a lower total return due to the effect of the 2% redemption fee. To discourage short-term trading, effective February 1, 2005, shareholders redeeming shares held less than 30 days will have a lower total return due to the effect of the 2% short-term redemption fee.

Returns and rankings during all periods shown for Class AARP shares and the 3-year, 5-year and 10-year periods shown for Class S shares reflect a fee waiver and/or expense reimbursement. Without this waiver/reimbursement, returns and rankings would have been lower.

Performance figures do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Returns and rankings may differ by share class.

Returns shown for Class AARP shares for the periods prior to its inception on October 2, 2000 are derived from the historical performance of Class S shares of the Scudder Pacific Opportunities Fund during such periods and have assumed the same expense structure during such periods. Any difference in expenses will affect performance.

Average Annual Total Returns as of 10/31/05
Scudder Pacific Opportunities Fund	1-Year	3-Year	5-Year	10-Year
Class S	18.87%	21.70%	7.45%	-.38%
Class AARP	18.69%	21.67%	7.44%	-.39%
MSCI All Country Asia Free (excluding Japan) Index+	21.25%	22.74%	9.61%	.89%

Sources: Lipper Inc. and Deutsche Investment Management Americas Inc.

Net Asset Value and Distribution Information
	Class AARP	Class S
Net Asset Value: 10/31/05	$ 14.17	$ 14.18
10/31/04	$ 12.04	$ 12.03
Distribution Information: Twelve Months: Income Dividends as of 10/31/05	$ .12	$ .12

Class S Lipper Rankings — Pacific Ex Japan Funds Category as of 10/31/05
Period	Rank		Number of Funds Tracked	Percentile Ranking
1-Year	37	of	51	72
3-Year	27	of	48	56
5-Year	31	of	41	74
10-Year	17	of	18	90

Source: Lipper Inc. Rankings are historical and do not guarantee future results. Rankings are based on total return with distributions reinvested. Rankings are for Class S shares; other share classes may vary.

Growth of an Assumed $10,000 Investment

[] Scudder Pacific Opportunities Fund — Class S

[] MSCI All Country Asia Free (excluding Japan) Index⁺

Yearly periods ended October 31

Comparative Results as of 10/31/05
Scudder Pacific Opportunities Fund		1-Year	3-Year	5-Year	10-Year
Class S	Growth of $10,000	$11,887	$18,025	$14,324	$9,626
	Average annual total return	18.87%	21.70%	7.45%	-.38%
Class AARP	Growth of $10,000	$11,869	$18,013	$14,314	$9,619
	Average annual total return	18.69%	21.67%	7.44%	-.39%
MSCI All Country Asia Free (excluding Japan) Index+	Growth of $10,000	$12,125	$18,489	$15,818	$10,922
	Average annual total return	21.25%	22.74%	9.61%	.89%

The growth of $10,000 is cumulative.

⁺ The Morgan Stanley Capital International (MSCI) All Country Asia Free (excluding Japan) Index is an unmanaged capitalization-weighted measure of stock markets in the Pacific Region, excluding Japan. The Index is calculated using closing local market prices and converts to US dollars using the London close foreign exchange rates. Index returns, unlike Fund returns, do not reflect any fees or expenses. It is not possible to invest directly into an index.

Information About Your Fund's Expenses

As an investor of the Fund, you incur two types of costs: ongoing expenses and transaction costs. Ongoing expenses include management fees, distribution and service (12b-1) fees and other Fund expenses. Examples of transaction costs include sales charges (loads), redemption fees and account maintenance fees, which are not shown in this section. The following tables are intended to help you understand your ongoing expenses (in dollars) of investing in the Fund and to help you compare these expenses with the ongoing expenses of investing in other mutual funds. In the most recent six-month period, the Fund limited these expenses for Class B and Class AARP; had it not done so, expenses would have been higher. The tables are based on an investment of $1,000 made at the beginning of the six-month period ended October 31, 2005.

The tables illustrate your Fund's expenses in two ways:

Actual Fund Return. This helps you estimate the actual dollar amount of ongoing expenses (but not transaction costs) paid on a $1,000 investment in the Fund using the Fund's actual return during the period. To estimate the expenses you paid over the period, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the "Expenses Paid per $1,000" line under the share class you hold.

Hypothetical 5% Fund Return. This helps you to compare your Fund's ongoing expenses (but not transaction costs) with those of other mutual funds using the Fund's actual expense ratio and a hypothetical rate of return of 5% per year before expenses. Examples using a 5% hypothetical fund return may be found in the shareholder reports of other mutual funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period.

Please note that the expenses shown in these tables are meant to highlight your ongoing expenses only and do not reflect any transaction costs. The "Expenses Paid per $1,000" line of the tables is useful in comparing ongoing expenses only and will not help you determine the relative total expense of owning different funds. If these transaction costs had been included, your costs would have been higher.

Expenses and Value of a $1,000 Investment for the six months ended October 31, 2005
Actual Fund Return	Class A	Class B	Class C	Class AARP	Class S
Beginning Account Value 5/1/05	$ 1,000.00	$ 1,000.00	$ 1,000.00	$ 1,000.00	$ 1,000.00
Ending Account Value 10/31/05	$ 1,075.80	$ 1,070.70	$ 1,070.70	$ 1,075.90	$ 1,076.70
Expenses Paid per $1,000*	$ 9.78	$ 14.20	$ 14.14	$ 9.05	$ 8.64
Hypothetical 5% Fund Return	Class A	Class B	Class C	Class AARP	Class S
Beginning Account Value 5/1/05	$ 1,000.00	$ 1,000.00	$ 1,000.00	$ 1,000.00	$ 1,000.00
Ending Account Value 10/31/05	$ 1,015.78	$ 1,011.49	$ 1,011.54	$ 1,016.48	$ 1,016.89
Expenses Paid per $1,000*	$ 9.50	$ 13.79	$ 13.74	$ 8.79	$ 8.39

* Expenses are equal to the Fund's annualized expense ratio for each share class, multiplied by the average account value over the period, multiplied by the number of days in the most recent six-month period, then divided by 365.

Annualized Expense Ratios	Class A	Class B	Class C	Class AARP	Class S
Scudder Pacific Opportunities Fund	1.87%	2.72%	2.71%	1.73%	1.65%

For more information, please refer to the Fund's prospectuses.

Portfolio Management Review

Scudder Pacific Opportunities Fund: A Team Approach to Investing

Deutsche Investment Management Americas Inc. ("DeIM" or the "Advisor"), which is part of Deutsche Asset Management, is the investment advisor for Scudder Pacific Opportunities Fund. DeIM and its predecessors have more than 80 years of experience managing mutual funds and DeIM provides a full range of investment advisory services to institutional and retail clients. DeIM is also responsible for selecting brokers and dealers and for negotiating brokerage commissions and dealer charges.

Deutsche Asset Management is a global asset management organization that offers a wide range of investing expertise and resources. This well-resourced global investment platform brings together a wide variety of experience and investment insight across industries, regions, asset classes and investing styles.

DeIM is an indirect, wholly owned subsidiary of Deutsche Bank AG. Deutsche Bank AG is a major global banking institution that is engaged in a wide range of financial services, including investment management, mutual funds, retail, private and commercial banking, investment banking and insurance.

Portfolio Management Team

Ernie Tam

Vice President of Deutsche Asset Management and Lead Portfolio Manager of the fund.

Joined Deutsche Asset Management in 2003 and the fund in 2004.

Previous experience includes seven years at Baring Asset Management focusing on Pacific emerging markets and Anglo-Chinese corporate finance.

BS, University of Missouri; MBA, Loyola University.

Lilian Pang

Director of Deutsche Asset Management and Portfolio Manager of the fund.

Joined Deutsche Asset Management in 1997 and the fund in 2004.

Previous experience includes responsibility for Chinese equities, including Hong Kong and Taiwan; and four years of experience as an investment analyst for private equities in northeast Asia for Government of Singapore Investment Corporation.

BA, University of Singapore; MBA, University of Edinburgh.

In the following interview, Lead Portfolio Manager Ernie Tam and Portfolio Manager Lilian Pang discuss Scudder Pacific Opportunities Fund's strategy and the market environment during the 12-month period ended October 31, 2005.

Q:  How did the Asian markets perform during the fund's fiscal year?

A:Stocks in the Pacific Rim provided outstanding returns during the reporting period, as the combination of strong economic growth, low valuations relative to other global markets, and investors' continued appetite for risk attracted significant cash inflows from both foreign and domestic investors. For the year, the MSCI All-Country Asia Free ex-Japan Index, the fund's benchmark, delivered a return of 21.25%. In comparison, the MSCI World Index returned 13.27% for the same period.¹

¹ The Morgan Stanley Capital International (MSCI) All Country Asia Free (excluding Japan) Index is an unmanaged capitalization-weighted measure of stock markets in the Pacific Region, excluding Japan. The MSCI World Index is an unmanaged, capitalization-weighted measure of global stock markets, including the United States, Canada, Europe, Australia and the Far East.

MSCI indices are calculated using local market prices and convert to US dollars using the London close foreign exchange rates. Index returns, unlike Fund returns, do not reflect any fees or expenses. It is not possible to invest directly into an index.

The biggest winner in the Asian markets was South Korea, where low interest rates sparked enthusiasm for stocks among local investors. In the third quarter, for instance, inflows averaged $500 million a month, bringing the year-to-date total through September 30, 2005, to 42% above last year's level. Part of the reason for this increase is the increasing popularity of defined contribution retirement plans, some of which have an automatic installment feature through which money is taken out of investors' paychecks and invested in the market. Another factor has been the growing investor confidence in the economy, given that exports remain strong and the consumer sector, after a difficult period brought on by high levels of credit card debt, is beginning to recover. The combination of these two factors helped lead to strong outperformance for Korea's market.

India, whose stock market has been re-rated higher by the investment community over the past two years, also outperformed. Economic growth remained robust, leading to increased gains in wealth for the middle class. In addition, investors grew more comfortable with the market due to increasingly shareholder-friendly management policies. Singapore, meanwhile, benefited from rising property prices and the continued improvement in corporate management practices.

Stocks in the Greater China region of China, Hong Kong and Taiwan lagged the regional average. In China, the economy remained strong despite the government's austerity measures, with third-quarter gross domestic product growth delivering a year-over-year gain of 9.4%. However, investors were concerned that consumer spending will not rise quickly enough to offset the slowdown in industrial investment that is expected to occur in 2006, and this concern caused enthusiasm for the country's stock market to wane. Growth was also strong in Hong Kong, which helped spark a recovery in property prices. Nevertheless, market participants have been worried about the outlook for economic growth given that the Hong Kong dollar is pegged to the US dollar, meaning that Hong Kong needs to raise interest rates in tandem with the United States. In Taiwan, the reason for underperformance was the market's dependence on the performance of technology stocks, which lagged during the past year. Additionally, unsteady growth trends and rising consumer debt weighed on market sentiment.

Markets in the TIP countries — Thailand, Indonesia and the Philippines — also underperformed. In Thailand, rising interest rates fueled concerns that economic growth trends would weaken. Further, violence in the southern part of China near the Thai border raised investors' perception of political risk. Indonesia, meanwhile, fell behind in the second half of the reporting period. The government appears keen to remove fuel subsidies, meaning that rising prices for oil and gas could take a toll on domestic consumption. Additionally, rising worries about the threat of terrorism have weighed on market sentiment. Political risk also took a toll in the Philippines, where a vote-rigging scandal raised the possibility that President Gloria Macapagal Arroyo would be removed from office. Nevertheless, the market regained its footing when it became evident that President Arroyo would in fact stay in office.

Q:  How did the fund perform in comparison with its benchmark and peer group?

A:The total return of the fund's Class A shares for the 12 months ended October 31, 2005, was 18.63%. (Returns are unadjusted for sales charges. If sales charges had been included, returns would have been lower. Past performance is no guarantee of future results. Please see pages 3 through 8 for complete performance information.)The fund underperformed both the 21.25% return of its benchmark, the MSCI All-Country Asia Free ex-Japan Index, and the 25.23% average return of the 51 funds in its Lipper peer group, Pacific ex-Japan Funds.²

² The Lipper Pacific ex-Japan Funds category comprises funds that concentrate their investments in equity securities with primary trading markets or operations concentrated in the Pacific region (including Asian countries) and that specifically do not invest in Japan. It is not possible to invest into a Lipper category.

The primary reason for underperformance was that the portfolio was more defensively positioned, with a tilt toward higher-quality stocks. Given the strong market environment and the outperformance of lower-quality stocks, its positioning detracted from relative performance in the short term. Nevertheless, we are confident that our conviction in high-quality companies with strong cash-flow generation ability will pay off in the long term.

Q:  What specific factors helped and hurt performance?

A:The most significant source of underperformance was the fund's holdings in Hong Kong property stocks, which declined on concerns of rising interest rates. Key detractors included Sun Hung Kai Properties Ltd. and Dah Sing Banking Group Ltd. In addition, our position in LITE-on IT Corp. of Taiwan detracted from returns. We expected that the company, which makes DVD players and recorders, would benefit from the strong sales in the consumer electronics area. However, its profit margins were squeezed by rising competition. We continue to hold the stock in the portfolio on the basis of what we see as its inexpensive valuation.³ Notably, half of the company's market capitalization is the cash on its balance sheet. Stock selection in Korea also detracted, mainly our consumer-related holdings such as Kook Soon Dang Brewery Co. Ltd. and Amorepacific Corp. We remain positive on these two holdings due to what we believe are their attractive valuations and dominant market positions in the consumer space.

³ "Valuation" refers to the price investors pay for a given security. An asset can be undervalued, meaning that it trades for less than its true worth, or overvalued, which means that it trades at a more expensive price than its underlying worth.

On the positive side, we added value through our position in Capitaland Ltd., a Singapore-based property developer that benefited from an improved regulatory environment and the country's strengthening property market. Two stocks in Korea also contributed to performance: Korea Tobacco and Ginseng (KT &G Corp.), which we purchased for its high dividend yield and restructuring potential, and Daewoo Engineering and Construction Co., Ltd., which we expect will benefit from a long-term improvement in Korea's property market and the cash generated from the sale of noncore assets. In Taiwan, two technology stocks stood out: MediaTek Inc., a well-managed company that is benefiting from the growth in consumer electronics, and Hon Hai Precision Industry Co., Ltd., a hardware manufacturer that is gaining share as US manufacturers outsource more of their production overseas. And in China, we benefited from holding two strong-performing energy stocks: PetroChina Co. Ltd. and CNOOC Ltd. Recently, we have been reducing the exposure to these two stocks in order to lock in profits.

Q:  What are some notable elements of the fund's positioning?

A:We remain positive on Korea and are maintaining an overweight there.⁴ We are less enthusiastic on the Greater China region, as we are uncertain about the path of China's economic growth in the coming year. As a result, we are maintaining underweights in the areas most sensitive to China's economy: energy and basic materials. We do, however, favor companies that are positioned to benefit from what we see as being one of the key themes in Asia — the rise of the middle class and the concurrent growth in the savings rate and personal wealth. The fund is therefore overweight in consumer staples stocks — to capitalize on rising spending — and in financials, particularly those located in Hong Kong, Taiwan and Korea. We believe banks will benefit from growth in savings deposits as well as the introduction of new, innovative financial products.

⁴ "Overweight" refers to a portfolio weighting greater than that of the benchmark; an "underweight" is a weighting less than that of the benchmark.

In the Southeast Asian markets, we believe the key theme will be the rise in living standards. While this trend will be subject to cyclical changes, of course, we believe the longer-term path of consumer spending power will be upward. We therefore have invested in retail companies such as PT Matahari Putra Prima Tbk, a department store and supermarket chain in Indonesia. We are also looking to take advantage of opportunities in the technology sector. While the industry remains cyclical and is therefore vulnerable to any economic weakness that may occur in 2006, we believe certain stocks have fallen to valuation levels that warrant interest. As a result, we have been adding to Taiwan Semiconductor Manufacturing Co. Ltd. and Asustek Computer, Inc., on the basis of their attractive valuations and competitive market positions.

Q:  What is your broad view of the investment backdrop in Asia?

A:We remain positive on the long-term outlook for the region's markets, but we are cautious in the short term following two years of strong gains. The reason for our muted near-term view is twofold. First, interest rates are trending higher worldwide. If global economic momentum slows as a result, we would expect this to have an impact on Asia. Second, market valuations reflect a great deal of optimism and a relatively low level of expected risk, meaning that stocks may be vulnerable to unanticipated negative developments. While there is still value in select areas of the regional market, we believe that the higher level of valuations may keep the markets from delivering substantial additional upside.

In the long term, however, we believe the fundamental trends that are unfolding in the Asian economies represent important structural changes that have only begun to play out. The Chinese growth story, the expansion of the middle class and the rise of Asian companies onto the global stage all represent important multiyear trends that are still only in the early stages. In addition, exports remain strong, and countries in the region sport robust — and improving — balance sheets. A potential wild card is Japan, which appears to be emerging from its decade-long economic doldrums. If the Japanese recovery proves to be for real this time, we would expect to see a new source of demand for the products and services of companies around Asia. With this as backdrop, we remain optimistic on the long-term outlook for the Asian stock markets.

The views expressed in this report reflect those of the portfolio managers only through the end of the period of the report as stated on the cover. The managers' views are subject to change at any time based on market and other conditions and should not be construed as a recommendation.

Portfolio Summary October 31, 2005

Geographical (Excludes Cash Equivalents)	10/31/05	10/31/04
Korea	29%	26%
Hong Kong	21%	25%
Taiwan	20%	16%
Singapore	9%	11%
India	7%	6%
China	5%	5%
Malaysia	5%	5%
Thailand	2%	3%
Indonesia	1%	2%
Philippines	1%	1%
	100%	100%

Sector Diversification (As a % of Common Stocks)	10/31/05	10/31/04
Financials	31%	29%
Information Technology	23%	17%
Telecommunication Services	10%	9%
Industrials	8%	13%
Consumer Discretionary	7%	5%
Consumer Staples	7%	2%
Utilities	5%	6%
Materials	4%	8%
Energy	4%	9%
Other	1%	2%
	100%	100%

Geographical and sector diversification are subject to change.

Ten Largest Equity Holdings at October 31, 2005 (31.8% of Net Assets)
1. Samsung Electronics Co., Ltd. Manufacturer of electronic parts	Korea	7.7%
2. Kookmin Bank Provider of commercial banking services	Korea	3.2%
3. China Mobile (Hong Kong) Ltd. Provider of cellular telecommunication services	Hong Kong	3.2%
4. Taiwan Semiconductor Manufacturing Co., Ltd. Manufacturer of integrated circuits and other semiconductor devices	Taiwan	3.1%
5. Hon Hai Precision Industry Co., Ltd. Manufacturer of electronic products	Taiwan	2.6%
6. Hyundai Motor Co., Ltd. Sells and exports cars, trucks and commercial vehicles	Korea	2.6%
7. BOC Hong Kong (Holdings) Ltd. Provider of financial products and services to retail corporate customers	Hong Kong	2.5%
8. MediaTek, Inc. Manufacturer of compact disc CD-ROM and DVD-ROM chip sets	Taiwan	2.4%
9. China Life Insurance Co., Ltd. Offers a wide range of insurance products and services	China	2.3%
10. POSCO Manufacturer of steel	Korea	2.2%

Portfolio holdings are subject to change.

For more complete details about the fund's investment portfolio, see page 20. A quarterly Fact Sheet is available upon request. Information concerning portfolio holdings of the Fund as of month end will be posted to scudder.com on the 15th day of the following month. Please see the Account Management Resources section for contact information.

Following the Fund's fiscal first and third quarter-end, a complete portfolio holdings listing is filed with the SEC on Form N-Q. The form will be available on the SEC's Web site at www.sec.gov, and it also may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the SEC's Public Reference Room may be obtained by calling (800) SEC-0330.

Investment Portfolio as of October 31, 2005

	Shares	Value ($)
Common Stocks 96.3%
China 5.0%
China Life Insurance Co., Ltd. "H"*	3,419,000	2,521,929
Guangshen Railway Co., Ltd. "H"	2,575,000	744,413
PetroChina Co., Ltd. "H"	1,534,000	1,173,848
Sinopec Zhenhai Refining & Chemical Co., Ltd. "H"	850,000	994,354
(Cost $5,079,918)		5,434,544
Hong Kong 20.5%
BOC Hong Kong (Holdings) Ltd.	1,455,000	2,716,825
Cheung Kong Holdings Ltd.	199,000	2,077,521
China Mengniu Dairy Co., Ltd.	1,358,000	1,079,033
China Mobile (Hong Kong) Ltd.	779,000	3,485,713
CLP Holdings Ltd.	404,000	2,316,702
CNOOC Ltd.	1,420,000	922,156
Dah Sing Banking Group Ltd.	516,000	846,488
Hang Seng Bank Ltd.	124,700	1,617,748
Henderson Investment Ltd.	699,000	975,569
Hong Kong Exchanges & Clearing Ltd.	394,000	1,322,628
Hongkong Land Holdings Ltd.	391,000	1,122,170
Hutchison Whampoa Ltd.	191,200	1,814,761
Shangri-La Asia Ltd.	580,000	813,882
Sun Hung Kai Properties Ltd. (REIT)	146,000	1,385,845
(Cost $22,135,101)		22,497,041
India 6.8%
Bata India Ltd.*	168,561	565,675
Gujarat Ambuja Cements Ltd.	476,775	728,092
Hindustan Lever Ltd.*	273,000	977,215
Infosys Technologies Ltd.	20,950	1,176,803
ITC Ltd.	150,000	401,265
National Thermal Power Corp., Ltd.	477,600	1,032,329
Ranbaxy Laboratories Ltd.	75,430	589,114
Reliance Industries Ltd.	45,611	774,904
State Bank of India	27,944	576,896
Suzlon Energy Ltd.*	1,976	31,512
Tata Consultancy Services Ltd.	18,076	563,369
(Cost $5,917,944)		7,417,174
Indonesia 1.1%
PT Astra International Tbk	515,000	473,733
PT Matahari Putra Prima Tbk	8,298,000	705,714
(Cost $1,259,500)		1,179,447
Korea 27.7%
Amorepacific Corp.	4,100	1,221,817
Daewoo Engineering & Construction Co., Ltd.	226,900	2,280,385
Hyundai Motor Co., Ltd.	38,400	2,832,615
Kook Soon Dang Brewery Co., Ltd.	60,459	899,355
Kookmin Bank	60,800	3,488,472
Korea Exchange Bank*	118,140	1,310,439
KT Corp.	26,250	1,055,859
KT&G Corp.	35,700	1,461,751
POSCO	12,170	2,480,775
Samsung Electronics Co., Ltd.	15,975	8,517,317
Samsung Fire & Marine Insurance Co., Ltd.	22,300	2,126,273
Samsung SDI Co., Ltd.	11,450	1,133,614
Shinsegae Co., Ltd.	4,400	1,580,189
(Cost $22,876,960)		30,388,861
Malaysia 4.9%
Digi.com Bhd.*	972,000	1,780,206
IOI Corp. Bhd.	495,000	1,716,317
Malayan Banking Bhd.	318,000	976,098
Tenaga Nasional Bhd.	358,000	946,865
(Cost $4,797,116)		5,419,486
Philippines 0.4%
Manila Water Co. (Cost $480,445)	4,054,000	473,344
Singapore 8.9%
Capitaland Ltd.	884,000	1,664,399
City Developments Ltd.	250,000	1,301,574
DBS Group Holdings Ltd.	158,000	1,429,749
MobileOne Ltd.	1,415,000	1,673,198
Oversea-Chinese Banking Corp., Ltd.	292,600	1,090,142
Singapore Exchange Ltd.	881,000	1,408,199
Singapore Press Holdings Ltd.	454,000	1,203,254
(Cost $8,914,334)		9,770,515
Taiwan 19.5%
Asustek Computer, Inc.	254,000	668,573
AU Optronics Corp.	963,730	1,225,262
Bank of Kaohsiung	1,188,000	639,389
Cathay Financial Holding Co., Ltd.	1,022,000	1,799,591
Chungwha Telecom Co., Ltd.	1,224,000	2,074,898
Far East Textile Ltd.	223,595	130,599
Formosa Chemicals & Fibre Corp.	696,000	1,115,705
High Tech Computer Corp.	93,000	1,002,363
Hon Hai Precision Industry Co., Ltd.	658,870	2,858,787
Kinsus Interconnect Technology Corp.	530,050	1,139,727
LITE-ON IT Corp.	559,600	583,979
MediaTek, Inc.	298,800	2,591,520
SinoPac Financial Holdings Co., Ltd.	1,978,000	779,891
Taiwan Semiconductor Manufacturing Co., Ltd.	2,169,865	3,393,871
United Microelectronics Corp.	1,330,000	717,115
Wan Hai Lines Ltd.	1,180,010	702,611
(Cost $23,215,895)		21,423,881
Thailand 1.5%
Airports of Thailand PCL (Foreign Registered)	583,000	721,959
PTT PCL (Foreign Registered)	111,800	603,139
The Siam Cement PCL (Foreign Registered)	59,000	332,608
(Cost $1,467,605)		1,657,706
Total Common Stocks (Cost $96,144,818)		105,661,999
Cash Equivalents 3.5%
United States
Scudder Cash Management QP Trust, 3.83% (a) (Cost $3,886,763)	3,886,763	3,886,763

	% of Net Assets	Value ($)
Total Investment Portfolio (Cost $100,031,581)+	99.8	109,548,762
Other Assets and Liabilities, Net	0.2	208,229
Net Assets	100.0	109,756,991

* Non-income producing security.

⁺ The cost for federal income tax purposes was $100,121,554. At October 31, 2005, net unrealized appreciation for all securities based on tax cost was $9,427,208. This consisted of aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost of $14,615,593 and aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value of $5,188,385.

(a) Scudder Cash Management QP Trust is managed by Deutsche Investment Management Americas Inc. The rate shown is the annualized seven-day yield at period end.

REIT: Real Estate Investment Trust.

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

Financial Statements

Statement of Assets and Liabilities as of October 31, 2005
Assets
Investments: Investments in securities, at value (cost $96,144,818)	$ 105,661,999
Investment in Scudder Cash Management QP Trust (cost $3,886,763)	3,886,763
Total investments in securities, at value (cost $100,031,581)	109,548,762
Foreign currency, at value (cost $1,410,183)	1,407,792
Dividends receivable	2,013
Interest receivable	11,341
Receivable for Fund shares sold	153,662
Foreign taxes recoverable	55,910
Other assets	17,967
Total assets	111,197,447
Liabilities
Payable for Fund shares redeemed	62,113
Payable for investments purchased	1,059,894
Deferred foreign taxes payable	27,785
Accrued management fee	76,383
Other accrued expenses and payables	214,281
Total liabilities	1,440,456
Net assets, at value	$ 109,756,991
Net Assets
Net assets consist of: Undistributed net investment income	1,067,034
Net unrealized appreciation (depreciation) on: Investments (net of deferred foreign taxes of $27,785)	9,489,396
Foreign currency related transactions	(2,251)
Accumulated net realized gain (loss)	(16,698,758)
Paid-in capital	115,901,570
Net assets, at value	$ 109,756,991

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

Statement of Assets and Liabilities as of October 31, 2005 (continued)
Net Asset Value
Class A Net Asset Value and redemption price(a) per share ($14,412,907 ÷ 1,026,091 shares of capital stock outstanding, $.01 par value, 50,000,000 shares authorized)	$ 14.05
Maximum offering price per share (100 ÷ 94.25 of $14.05)	$ 14.91
Class B Net Asset Value, offering and redemption price(a) (subject to contingent deferred sales charge) per share ($3,684,704 ÷ 267,409 shares of capital stock outstanding, $.01 par value, 50,000,000 shares authorized)	$ 13.78
Class C Net Asset Value, offering and redemption price(a) (subject to contingent deferred sales charge) per share ($3,071,840 ÷ 222,975 shares of capital stock outstanding, $.01 par value, 20,000,000 shares authorized)	$ 13.78
Class AARP Net Asset Value, offering and redemption price(a) per share ($1,962,481 ÷ 138,481 shares of capital stock outstanding, $.01 par value, 100,000,000 shares authorized)	$ 14.17
Class S Net Asset Value, offering and redemption price(a) per share ($86,625,059 ÷ 6,109,702 shares of capital stock outstanding, $.01 par value, 100,000,000 shares authorized)	$ 14.18

(a) Redemption price per share for shares held less than 30 days is equal to net asset value less a 2% redemption fee.

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

Statement of Operations for the year ended October 31, 2005
Investment Income
Income: Dividends (net of foreign taxes withheld of $518,872)	$ 3,511,488
Interest	926
Interest — Scudder Cash Management QP Trust	72,967
Total Income	3,585,381
Expenses: Management fee	943,667
Services to shareholders	448,555
Custodian and accounting fees	267,725
Distribution service fees	98,663
Auditing	85,066
Legal	14,192
Reports to shareholders	39,124
Registration fees	21,564
Other	3,149
Total expenses before expense reductions	1,921,705
Expense reductions	(9,768)
Total expenses after expense reductions	1,911,937
Net investment income (loss)	1,673,444
Realized and Unrealized Gain (Loss) on Investment Transactions
Net realized gain (loss) from: Investments (net of foreign taxes of $59,313)	17,138,145
Foreign currency related transactions	(89,608)
	17,048,537
Net unrealized appreciation (depreciation) during the period on: Investments (net of deferred foreign tax credit of $88,629)	(61,205)
Foreign currency related transactions	(12,141)
	(73,346)
Net gain (loss) on investment transactions	16,975,191
Net increase (decrease) in net assets resulting from operations	$ 18,648,635

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

Statement of Changes in Net Assets
Increase (Decrease) in Net Assets	Years Ended October 31,
	2005	2004
Operations: Net investment income (loss)	$ 1,673,444	$ 937,851
Net realized gain (loss) on investment transactions	17,048,537	16,003,422
Net unrealized appreciation (depreciation) on investment transactions during the period	(73,346)	(7,281,395)
Net increase (decrease) in net assets resulting from operations	18,648,635	9,659,878
Distributions to shareholders from: Net investment income: Class A	(124,444)	(123,320)
Class AARP	(11,129)	(3,661)
Class S	(804,555)	(703,831)
Fund share transactions: Proceeds from shares sold	21,687,565	37,431,234
Reinvestment of distributions	895,861	739,280
Cost of shares redeemed	(33,432,011)	(48,567,195)
Redemption fees	5,968	56,787
Net increase (decrease) in net assets from Fund share transactions	(10,842,617)	(10,339,894)
Increase (decrease) in net assets	6,865,890	(1,510,828)
Net assets at beginning of period	102,891,101	104,401,929
Net assets at end of period (including undistributed net investment income of $1,067,034 and $526,115, respectively)	$ 109,756,991	$ 102,891,101

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

Financial Highlights

Class A
Years Ended October 31,	2005	2004	2003	2002	2001a
Selected Per Share Data
Net asset value, beginning of period	$ 11.95	$ 10.90	$ 7.97	$ 7.37	$ 9.37
Income (loss) from investment operations: Net investment income (loss)b	.19	.07	.08	(.03)	(.01)
Net realized and unrealized gain (loss) on investment transactions	2.03	1.04	2.85	.62	(2.00)
Total from investment operations	2.22	1.11	2.93	.59	(2.01)
Less distributions from: Net investment income	(.12)	(.07)	—	—	—
Redemption fees	.00***	.01	.00***	.01	.01
Net asset value, end of period	$ 14.05	$ 11.95	$ 10.90	$ 7.97	$ 7.37
Total Return (%)c	18.63	10.32d	36.76	8.14	(21.34)**
Ratios to Average Net Assets and Supplemental Data
Net assets, end of period ($ millions)	14	14	18	7	6
Ratio of expenses before expense reductions (%)	1.83	1.89	1.76	1.79	1.80*
Ratio of expenses after expense reductions (%)	1.83	1.88	1.76	1.79	1.80*
Ratio of net investment income (loss) (%)	1.40	.76	.94	(.33)	(.09)*
Portfolio turnover rate (%)	100	80	109	77	212
a For the period from May 29, 2001 (commencement of operations of Class A shares) to October 31, 2001. b Based on average shares outstanding during the period. c Total return does not reflect the effect of any sales charges. d Total return would have been lower had certain expenses not been reduced. * Annualized ** Not annualized *** Amount is less than $.005.

Class B
Years Ended October 31,	2005	2004	2003	2002	2001a
Selected Per Share Data
Net asset value, beginning of period	$ 11.69	$ 10.69	$ 7.88	$ 7.35	$ 9.37
Income (loss) from investment operations: Net investment income (loss)b	.08	(.00)***	.01	(.10)	(.03)
Net realized and unrealized gain (loss) on investment transactions	2.01	.99	2.80	.62	(2.00)
Total from investment operations	2.09	.99	2.81	.52	(2.03)
Redemption fees	.00***	.01	.00***	.01	.01
Net asset value, end of period	$ 13.78	$ 11.69	$ 10.69	$ 7.88	$ 7.35
Total Return (%)c	17.88d	9.35d	35.66	7.21	(21.56)**
Ratios to Average Net Assets and Supplemental Data
Net assets, end of period ($ millions)	4	4	4	4	4
Ratio of expenses before expense reductions (%)	2.88	2.83	2.59	2.59	2.61*
Ratio of expenses after expense reductions (%)	2.74	2.67	2.59	2.59	2.61*
Ratio of net investment income (loss) (%)	.49	(.04)	.11	(1.13)	(.90)*
Portfolio turnover rate (%)	100	80	109	77	212
a For the period from May 29, 2001 (commencement of operations of Class B shares) to October 31, 2001. b Based on average shares outstanding during the period. c Total return does not reflect the effect of any sales charges. d Total return would have been lower had certain expenses not been reduced. * Annualized ** Not annualized *** Amount is less than $.005.

Class C
Years Ended October 31,	2005	2004	2003	2002	2001a
Selected Per Share Data
Net asset value, beginning of period	$ 11.71	$ 10.70	$ 7.89	$ 7.35	$ 9.37
Income (loss) from investment operations: Net investment income (loss)b	.08	.00***	.02	(.10)	(.03)
Net realized and unrealized gain (loss) on investment transactions	1.99	1.00	2.79	.63	(2.00)
Total from investment operations	2.07	1.00	2.81	.53	(2.03)
Redemption fees	.00***	.01	.00***	.01	.01
Net asset value, end of period	$ 13.78	$ 11.71	$ 10.70	$ 7.89	$ 7.35
Total Return (%)c	17.68	9.44d	35.61	7.35	(21.56)**
Ratios to Average Net Assets and Supplemental Data
Net assets, end of period ($ millions)	3	2	2	1	1
Ratio of expenses before expense reductions (%)	2.69	2.79	2.55	2.56	2.57*
Ratio of expenses after expense reductions (%)	2.69	2.67	2.55	2.56	2.57*
Ratio of net investment income (loss) (%)	.54	.04	.15	(1.10)	(.86)*
Portfolio turnover rate (%)	100	80	109	77	212
a For the period from May 29, 2001 (commencement of operations of Class C shares) to October 31, 2001. b Based on average shares outstanding during the period. c Total return does not reflect the effect of any sales charges. d Total return would have been lower had certain expenses not been reduced. * Annualized ** Not annualized *** Amount is less than $.005.

Class AARP
Years Ended October 31,	2005	2004	2003	2002	2001
Selected Per Share Data
Net asset value, beginning of period	$ 12.04	$ 10.98	$ 8.01	$ 7.38	$ 10.08
Income (loss) from investment operations: Net investment income (loss)a	.20	.12	.10	(.01)	.01
Net realized and unrealized gain (loss) on investment transactions	2.05	1.03	2.87	.63	(2.73)
Total from investment operations	2.25	1.15	2.97	.62	(2.72)
Less distributions from: Net investment income	(.12)	(.10)	—	—	—
Redemption fees	.00*	.01	.00*	.01	.02
Net asset value, end of period	$ 14.17	$ 12.04	$ 10.98	$ 8.01	$ 7.38
Total Return (%)	18.69b	10.71b	37.08	8.54	(26.79)
Ratios to Average Net Assets and Supplemental Data
Net assets, end of period ($ millions)	2	1	.388	.167	.064
Ratio of expenses before expense reductions (%)	1.84	1.70	1.51	1.51	1.67
Ratio of expenses after expense reductions (%)	1.75	1.69	1.51	1.51	1.67
Ratio of net investment income (loss) (%)	1.48	.95	1.19	(.05)	.19
Portfolio turnover rate (%)	100	80	109	77	212
a Based on average shares outstanding during the period. b Total return would have been lower had certain expenses not been reduced. * Amount is less than $.005.

Class S
Years Ended October 31,	2005	2004	2003	2002	2001
Selected Per Share Data
Net asset value, beginning of period	$ 12.03	$ 10.98	$ 8.01	$ 7.38	$ 10.09
Income (loss) from investment operations: Net investment income (loss)a	.22	.12	.10	(.01)	.01
Net realized and unrealized gain (loss) on investment transactions	2.05	1.02	2.87	.63	(2.74)
Total from investment operations	2.27	1.14	2.97	.62	(2.73)
Less distributions from: Net investment income	(.12)	(.10)	—	—	—
Redemption fees	.00*	.01	.00*	.01	.02
Net asset value, end of period	$ 14.18	$ 12.03	$ 10.98	$ 8.01	$ 7.38
Total Return (%)	18.87	10.62b	37.08	8.54	(26.86)
Ratios to Average Net Assets and Supplemental Data
Net assets, end of period ($ millions)	87	82	80	66	65
Ratio of expenses before expense reductions (%)	1.63	1.71	1.51	1.51	1.67
Ratio of expenses after expense reductions (%)	1.63	1.65	1.51	1.51	1.67
Ratio of net investment income (loss) (%)	1.60	.99	1.19	(.05)	.19
Portfolio turnover rate (%)	100	80	109	77	212
a Based on average shares outstanding during the period. b Total return would have been lower had certain expenses not been reduced. * Amount is less than $.005.

Notes to Financial Statements

A. Significant Accounting Policies

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

The Fund offers multiple classes of shares which provide investors with different purchase options. Class A shares are offered to investors subject to an initial sales charge. Class B shares are offered without an initial sales charge but are subject to higher ongoing expenses than Class A shares and a contingent deferred sales charge payable upon certain redemptions. Class B shares automatically convert to Class A shares six years after issuance. Class C shares are offered to investors without an initial sales charge but are subject to higher ongoing expenses than Class A shares and a contingent deferred sales charge payable upon certain redemptions within one year of purchase. Class C shares do not convert into another class. Shares of Class AARP are designed for members of AARP. Class AARP and S shares are not subject to initial or contingent deferred sales charges. Class S shares are no longer available to new investors except under certain circumstances. (Please refer to the Fund's Statement of Additional Information.)

Investment income, realized and unrealized gains and losses, and certain fund-level expenses and expense reductions, if any, are borne pro rata on the basis of relative net assets by the holders of all classes of shares, except that each class bears certain expenses unique to that class such as distribution service fees, services to shareholders and certain other class-specific expenses. Differences in class-level expenses may result in payment of different per share dividends by class. All shares of the Fund have equal rights with respect to voting subject to class-specific arrangements.

The Fund's financial statements are prepared in accordance with accounting principles generally accepted in the United States of America which require the use of management estimates. Actual results could differ from those estimates. The policies described below are followed consistently by the Fund in the preparation of its financial statements.

Security Valuation. Investments are stated at value determined as of the close of regular trading on the New York Stock Exchange on each day the exchange is open for trading. Equity securities are valued at the most recent sale price or official closing price reported on the exchange (US or foreign) or over-the-counter market on which the security is traded most extensively. Securities for which no sales are reported are valued at the calculated mean between the most recent bid and asked quotations on the relevant market or, if a mean cannot be determined, at the most recent bid quotation.

Money market instruments purchased with an original or remaining maturity of sixty days or less, maturing at par, are valued at amortized cost. Investments in open-end investment companies and Scudder Cash Management QP Trust are valued at their net asset value each business day.

Securities and other assets for which market quotations are not readily available or for which the above valuation procedures are deemed not to reflect fair value are valued in a manner that is intended to reflect their fair value as determined in accordance with procedures approved by the Directors. The Fund may use a fair valuation model to value international equity securities in order to adjust for events which may occur between the close of the foreign exchanges and the close of the New York Stock Exchange.

Foreign Currency Translations. The books and records of the Fund are maintained in US dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into US dollars at the prevailing exchange rates at period end. Purchases and sales of investment securities, income and expenses are translated into US dollars at the prevailing exchange rates on the respective dates of the transactions.

Net realized and unrealized gains and losses on foreign currency transactions represent net gains and losses between trade and settlement dates on securities transactions, the disposition of forward foreign currency exchange contracts and foreign currencies, and the difference between the amount of net investment income accrued and the US dollar amount actually received. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed but is included with net realized and unrealized gains and losses on investment securities.

Forward Foreign Currency Exchange Contracts. A forward foreign currency exchange contract ("forward currency contract") is a commitment to purchase or sell a foreign currency at the settlement date at a negotiated rate. The Fund may enter into forward currency contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign currency denominated portfolio holdings and to facilitate transactions in foreign currency denominated securities.

Forward currency contracts are valued at the prevailing forward exchange rate of the underlying currencies and unrealized gain (loss) is recorded daily. Sales and purchases of forward currency 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 a forward currency contract to buy and a forward currency 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 currency contracts from the potential inability of counterparties to meet the terms of their contracts. Additionally, when utilizing forward currency 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, as amended, which are applicable to regulated investment companies, and to distribute all of its taxable income to its shareholders. Accordingly, the Fund paid no federal income taxes and no federal income tax provision was required.

At October 31, 2005, the Fund had a net tax basis capital loss carryforward of approximately $16,609,000 which may be applied against any realized net taxable capital gains of each succeeding year until fully utilized or until October 31, 2008 ($2,173,000) and October 31, 2009 ($14,436,000), the respective expiration dates, whichever occurs first, of which $2,173,000 may be subject to certain limitations under Sections 382-384 of the Internal Revenue Code. During the year ended October 31, 2005, the Fund utilized approximately $16,980,000 of a prior year capital loss carryforward.

Additionally, based on the Fund's understanding of the tax rules and rates related to income, gains and transactions for the foreign jurisdictions in which it invests, the Fund will provide for foreign taxes, and where appropriate, deferred foreign taxes.

Distribution of Income and Gains. Net investment income of the Fund, if any, is declared and distributed to shareholders annually. 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 at least annually.

The timing and characterization of certain income and capital gains distributions are determined annually in accordance with federal tax regulations which may differ from accounting principles generally accepted in the United States of America. These differences primarily relate to investments in foreign denominated investments, investments in passive foreign investment companies, recognition of certain foreign currency gains (losses) as ordinary income (loss) and certain securities sold at a loss. 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.

At October 31, 2005, the Fund's components of distributable earnings (accumulated losses) on a tax-basis were as follows:

Undistributed ordinary income*	$ 1,067,034
Capital loss carryforwards	$ 16,609,000
Net unrealized appreciation (depreciation) on investments	$ 9,427,208

In addition, the tax character of distributions paid to shareholders by the Fund is summarized as follows:

	Years Ended October 31,
	2005	2004
Distributions from ordinary income*	$ 940,128	$ 830,812

* For tax purposes short-term capital gains distributions are considered ordinary income distributions.

Redemption Fees. For the period November 1, 2004 to January 31, 2005, the redemption or exchange of shares held by Class AARP and S shareholders for less than one year were assessed a fee of 2% of the total amount redeemed or exchanged. Effective February 1, 2005, the Fund imposes a redemption fee of 2% of the total redemption amount on all Fund shares redeemed or exchanged within 30 days of buying them, either by purchase or exchange. This fee is assessed and retained by the Fund for the benefit of the remaining shareholders. The redemption fee is accounted for as an addition to paid-in capital.

Expenses. Expenses of the Corporation arising in connection with a specific Fund are allocated to that Fund. Other Corporation expenses which cannot be directly attributed to a Fund are apportioned among the Funds in the Corporation.

Contingencies. In the normal course of business, the Fund may enter into contracts with service providers that contain general indemnification clauses. The Fund's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet been made. However, based on experience, the Fund expects the risk of loss to be remote.

Other. Investment transactions are accounted for on a trade date plus one basis for daily net asset value calculations. However, for financial reporting purposes, investment security transactions are reported on trade date. Interest income is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date net of foreign withholding taxes. Certain dividends from foreign securities may be recorded subsequent to the ex-dividend date as soon as the Fund is informed of such dividends. Realized gains and losses from investment transactions are recorded on an identified cost basis.

B. Purchases and Sales of Securities

During the year ended October 31, 2005, purchases and sales of investment securities (excluding short-term investments) aggregated $107,031,069 and $116,107,939, respectively.

C. Related Parties

Management Agreement. Under the Management Agreement with Deutsche Investment Management Americas Inc. ("DeIM" or the "Advisor"), an indirect, wholly owned subsidiary of Deutsche Bank AG, the Advisor directs the investments of the Fund in accordance with its investment objectives, policies and restrictions. The Advisor 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 Advisor provides certain administrative services in accordance with the Management Agreement. The management fee payable under the Management Agreement is equal to an annual rate of 0.85% of the first $250,000,000 of the Fund's average daily net assets, 0.82% of the next $750,000,000 of such net assets, 0.80% of the next $1,500,000,000 of such net assets, 0.78% of the next $2,500,000,000 of such net assets, 0.75% of the next $2,500,000,000 of such net assets, 0.74% of the next $2,500,000,000 of such net assets, 0.73% of the next $2,500,000,000 of such net assets and 0.72% of such net assets in excess of $12,500,000,000, computed and accrued daily and payable monthly. Accordingly, for the year ended October 31, 2005, the fee pursuant to the Management Agreement was equivalent to an annual effective rate of 0.85% of the Fund's average daily net assets.

Under the Management Agreement, the Advisor has entered into an Investment Advisory, Management and Administration Agreement with Deutsche Asset Management (Asia) Limited ("DeAM Asia"). The Advisor compensates DeAM Asia out of the management fee it receives from the Fund.

Effective October 1, 2003 through February 28, 2006, the Advisor has contractually agreed to waive all or a portion of its management fee and reimburse or pay certain operating expenses of the Fund to the extent necessary to maintain the operating expenses of each class at 1.75% of average daily net assets for Class A, B, C, AARP and S shares (excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest, Rule 12b-1 distribution and/or service fees, director and director counsel fees and organizational and offering expenses).

Service Provider Fees. Scudder Investments Service Company ("SISC"), an affiliate of the Advisor, is the transfer, shareholder service and dividend-paying agent for Class A, B and C shares of the Fund. Scudder Service Corporation ("SSC"), a subsidiary of the Advisor, is the transfer, shareholder service and dividend paying agent for Class AARP and S shares of the Fund. Pursuant to a sub-transfer agency agreement among SISC, SSC and DST Systems, Inc. ("DST"), SISC and SSC have delegated certain transfer agent and dividend paying agent functions to DST. SISC and SSC compensate DST out of the shareholder servicing fee they receive from the Fund. For the year ended October 31, 2005, the amounts charged to the Fund by SISC and SSC were as follows:

Services to Shareholders	Total Aggregated	Waived	Unpaid at October 31, 2005
Class A	$ 43,564	$ —	$ 7,143
Class B	22,139	5,482	3,417
Class C	10,106	—	1,408
Class AARP	8,414	1,432	695
Class S	283,560	—	47,156
	$ 367,783	$ 6,914	$ 59,819

Scudder Fund Accounting Corporation ("SFAC"), an affiliate of the Advisor, is responsible for computing the daily net asset value per share and maintaining the portfolio and general accounting records of the Fund. SFAC has retained State Street Bank and Trust Company to provide certain administrative, fund accounting and record-keeping services to the Fund. For the year ended October 31, 2005, the amount charged to the Fund by SFAC for accounting services aggregated $87,592, of which $5,471 is unpaid at October 31, 2005.

Distribution Service Agreement. Under the Distribution Service Agreement, in accordance with Rule 12b-1 under the 1940 Act, Scudder Distributors, Inc. ("SDI"), a subsidiary of the Advisor, receives a fee ("Distribution Fee") of 0.75% of average daily net assets of Class B and C shares. Pursuant to the agreement, SDI enters into related selling group agreements with various firms at various rates for sales of Class B and C shares. For the year ended October 31, 2005, the Distribution Fee was as follows:

Distribution Fee	Total Aggregated	Unpaid at October 31, 2005
Class B	$ 29,460	$ 2,506
Class C	19,792	1,889
	$ 49,252	$ 4,395

In addition, SDI provides information and administrative services ("Service Fee") to Class A, B and C shareholders at an annual rate of up to 0.25% of average daily net assets for each such class. SDI in turn has various agreements with financial services firms that provide these services and pays these fees based upon the assets of shareholder accounts the firms service. For the year ended October 31, 2005, the Service Fee was as follows:

Service Fee	Total Aggregated	Unpaid at October 31, 2005	Annual Effective Rate
Class A	$ 33,482	$ 3,215	.23%
Class B	9,460	730	.24%
Class C	6,469	826	.25%
	$ 49,411	$ 4,771

Underwriting Agreement and Contingent Deferred Sales Charge. SDI is the principal underwriter for the Fund. Underwriting commissions paid in connection with the distribution of Class A shares for the year ended October 31, 2005 aggregated $5,237.

In addition, SDI receives any contingent deferred sales charge ("CDSC") from Class B share redemptions occurring within six years of purchase and Class C share redemptions occurring within one year of purchase. There is no such charge upon redemption of any share appreciation or reinvested dividends. The CDSC is based on declining rates ranging from 4% to 1% for Class B and 1% for Class C, of the value of the shares redeemed. For the year ended October 31, 2005, the CDSC for Class B and C shares aggregated $14,968 and $330, respectively. A deferred sales charge of up to 1% is assessed on certain redemptions of Class A.

Typesetting and Filing Service Fees. Under an agreement with DeIM, the Advisor is compensated for providing typesetting and regulatory filing services to the Fund. For the year ended October 31, 2005, the amount charged to the Fund by DeIM included in reports to shareholders aggregated $15,000, of which $5,040 is unpaid at October 31, 2005.

Directors' Fees and Expenses. The Fund pays each Director not affiliated with the Advisor retainer fees plus specified amounts for attended board and committee meetings.

Scudder Cash Management QP Trust. Pursuant to an Exemptive Order issued by the SEC, the Fund may invest in the Scudder Cash Management QP Trust (the "QP Trust") and other affiliated funds managed by the Advisor. The QP Trust seeks to provide as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity. The QP Trust does not pay the Advisor a management fee for the affiliated funds' investments in the QP Trust.

Other Related Parties. AARP through its affiliate, AARP Services, Inc., monitors and oversees the AARP Investment Program from Scudder Investments, but does not act as an investment advisor or recommend specific mutual funds. DeIM has agreed to pay a fee to AARP and/or its affiliates in return for the use of the AARP trademark and services relating to investments by AARP members in AARP Class shares of the Fund. This fee is calculated on a daily basis as a percentage of the combined net assets of the AARP classes of all funds managed by DeIM. The fee rates, which decrease as the aggregate net assets of the AARP Classes become larger, are as follows: 0.07% for the first $6 billion of net assets, 0.06% for the next $10 billion of such net assets and 0.05% of such net assets thereafter. These amounts are used for the general purposes of AARP and its members.

D. Expense Reductions

For the year ended October 31, 2005, the Advisor agreed to reimburse the Fund $2,854, which represents a portion of the fee savings expected to be realized by the Advisor related to the outsourcing by the Advisor of certain administrative services to an unaffiliated service provider.

E. Investing in Emerging Markets

Investments in securities of foreign issuers present greater risks than investments in domestic securities, including currency fluctuations and changes in political/economic conditions. Foreign security markets generally exhibit greater price volatility and are less liquid than the US market. Additionally, this Fund focuses its investments in certain geographic regions, thereby increasing its vulnerability to developments in a particular region and potentially subjecting the Fund's shares to greater price volatility. Please read this Fund's prospectus for specific details regarding its risk profile.

F. Line of Credit

The Fund and several other affiliated funds (the "Participants") share in a $1.1 billion revolving credit facility administered by J.P. Morgan Chase Bank 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, based upon net assets, among each of the Participants. Interest is calculated at the Federal Funds Rate plus 0.5 percent. The Fund may borrow up to a maximum of 25 percent of its net assets under the agreement.

G. Share Transactions

The following table summarizes share and dollar activity in the Fund:

	Year Ended October 31, 2005		Year Ended October 31, 2004
	Shares	Dollars	Shares	Dollars
Shares sold
Class A	636,631	$ 8,642,003	1,373,204	$ 16,218,289
Class B	97,171	1,302,243	358,420	4,164,866
Class C	234,973	3,129,420	287,344	3,287,466
Class AARP	77,379	1,075,446	89,758	1,076,824
Class S	549,957	7,538,453	1,079,998	12,683,789
		$ 21,687,565		$ 37,431,234
Shares issued to shareholders in reinvestment of distributions
Class A	9,169	$ 117,186	6,490	$ 71,780
Class AARP	814	10,479	314	3,491
Class S	59,689	768,196	59,693	664,009
		$ 895,861		$ 739,280
Shares redeemed
Class A	(794,196)	$ (10,611,919)	(1,895,386)	$ (21,893,491)
Class B	(154,915)	(2,056,363)	(412,440)	(4,764,653)
Class C	(192,882)	(2,564,193)	(260,922)	(2,966,840)
Class AARP	(28,614)	(396,855)	(36,553)	(428,541)
Class S	(1,303,650)	(17,802,681)	(1,610,825)	(18,513,670)
		$ (33,432,011)		$ (48,567,195)
Redemption fees		$ 5,968		$ 56,787
Net increase (decrease)
Class A	(148,396)	$ (1,852,425)	(515,692)	$ (5,603,422)
Class B	(57,744)	(754,119)	(54,020)	(599,785)
Class C	42,091	565,230	26,422	320,626
Class AARP	49,579	689,070	53,519	659,142
Class S	(694,004)	(9,490,373)	(471,134)	(5,116,455)
		$ (10,842,617)		$ (10,339,894)

H. Regulatory Matters and Litigation

Since at least July 2003, federal, state and industry regulators have been conducting ongoing inquiries and investigations ("inquiries") into the mutual fund industry, and have requested information from numerous mutual fund companies, including Scudder Investments. The funds' advisors have been cooperating in connection with these inquiries and are in discussions with these regulators concerning proposed settlements. Publicity about mutual fund practices arising from these industry-wide inquiries serves as the general basis of a number of private lawsuits against the Scudder funds. These lawsuits, which previously have been reported in the press, involve purported class action and derivative lawsuits, making various allegations and naming as defendants various persons, including certain Scudder funds, the funds' investment advisors and their affiliates, and certain individuals, including in some cases fund Trustees/Directors, officers, and other parties. Each Scudder fund's investment advisor has agreed to indemnify the applicable Scudder funds in connection with these lawsuits, or other lawsuits or regulatory actions that may be filed making allegations similar to these lawsuits regarding market timing, revenue sharing, fund valuation or other subjects arising from or related to the pending inquiries. It is not possible to determine with certainty what the outcome of these inquiries will be or what the effect, if any, would be on the funds or their advisors. Based on currently available information, however, the funds' investment advisors believe the likelihood that the pending lawsuits and any regulatory settlements will have a material adverse financial impact on a Scudder fund is remote and such actions are not likely to materially affect their ability to perform under their investment management agreements with the Scudder funds.

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Scudder International Fund, Inc. and the Shareholders of Scudder Pacific Opportunities 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 Pacific Opportunities Fund (the "Fund") at October 31, 2005, and 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 accounting principles generally accepted in the United States of America. 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards 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 October 31, 2005 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

Boston, Massachusetts PricewaterhouseCoopers LLP
December 27, 2005

Tax Information (Unaudited)

The Fund paid foreign taxes of $481,897 and earned $2,273,774 of foreign source income during the year ended October 31, 2005. Pursuant to Section 853 of the Internal Revenue Code, the Fund designates $0.06 per share as foreign taxes paid and $0.29 per share as income earned from foreign sources for the year ended October 31, 2005.

For federal income tax purposes, the Fund designates approximately $4,433,400, or the maximum amount allowable under tax law, as qualified dividend income.

Please consult a tax advisor 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.

Investment Management Agreement Approval

The Fund's Directors approved the continuation of the Fund's current investment management agreement with DeIM in September 2005.

In terms of the process the Directors followed prior to approving the contract, shareholders should know that:

At present time, all of your Fund's Directors — including the chair of the board — are independent of DeIM and its affiliates.

The Directors meet frequently to discuss fund matters. Each year, the Directors dedicate part or all of several meetings to contract review matters.

The Directors regularly meet privately with their independent counsel (and, as needed, other advisors) to discuss contract review and other matters.

DeIM and its predecessors (Deutsche Bank acquired Scudder in 2002) have managed the Fund since inception, and the Directors believe that a long-term relationship with a capable, conscientious advisor is in the best interest of shareholders. As you may know, DeIM is part of Deutsche Bank, a major global banking institution that is engaged in a wide range of financial services. The Directors believe that there are significant advantages to being part of a global asset management business that offers a wide range of investing expertise and resources, including hundreds of portfolio managers and analysts with research capabilities in many countries throughout the world.

Shareholders may focus primarily on fund performance and fees, but the Fund's Directors consider these and many other factors, including the quality and integrity of DeIM's personnel and such other issues as back-office operations, fund valuations, and compliance policies and procedures. The Directors note approvingly that DeIM has worked with them to implement new, forward-looking policies and procedures in many important areas, such as those involving brokerage commissions and so-called "soft dollars," even when not obligated to do so by law or regulation.

In determining to approve the continuation of the Fund's current investment management agreement, the Board considered factors that it believes relevant to the interests of Fund shareholders, including:

The investment management fee schedule for the Fund, including (i) comparative information provided by Lipper regarding investment management fee rates paid to other investment advisors by similar funds and (ii) fee rates paid to DeIM by similar funds and institutional accounts advised by DeIM. With respect to management fees paid to other investment advisors by similar funds, the Directors noted that the fee rates paid by the Fund (Class S shares) were higher than the median (3rd quartile) of the applicable Lipper universe as of December 31, 2004. The Board gave only limited consideration to fees paid by similar institutional accounts advised by DeIM, in light of the material differences in the scope of services provided to mutual funds as compared to those provided to institutional accounts. Taking into account the foregoing, the Board concluded that the fee schedule in effect for the Fund represents reasonable compensation in light of the nature, extent and quality of the investment services being provided to the Fund.

The extent to which economies of scale would be realized as the Fund grows. In this regard, the Board noted that the Fund's investment management fee schedule includes fee breakpoints. The Board concluded that the Fund's fee schedule represents an appropriate sharing between Fund shareholders and DeIM of such economies of scale as may exist in the management of the Fund at current asset levels.

The total operating expenses of the Fund, relative to the Fund's peer group as determined by Lipper. In this regard, the Board noted that the total expenses of the Fund (Class S shares) for the year ending December 31, 2004 were lower than the median (2nd quartile) of the applicable Lipper universe. The Board also considered that the various expense limitations agreed to by DeIM effectively limit the ability of the Fund to experience a material increase in total expenses prior to the Board's next annual review of the Fund's contractual arrangements, and also serve to ensure that the Fund's total operating expenses would be competitive relative to the applicable Lipper universe.

The investment performance of the Fund and DeIM, both absolute and relative to various benchmarks and industry peer groups. The Board noted that for the one-, three- and five-year periods ended June 30, 2005, the Fund's performance (Class S shares) was in the 4th quartile, 2nd quartile and 4th quartile, respectively, of the applicable Lipper universe. The Board observed that the Fund has underperformed its benchmark in each of the one-, three- and five-year periods ended June 30, 2005. The Board also noted the disappointing investment performance of the Fund in recent years and continued to discuss with senior management of DeIM the factors contributing to such underperformance and actions being taken to improve performance. The Board recognized that DeIM has made significant changes in its investment personnel and processes in recent years in an effort to improve long-term performance.

The nature, extent and quality of the advisory services provided by DeIM. The Board considered extensive information regarding DeIM, including DeIM's personnel (including particularly those personnel with responsibilities for providing services to the Fund), resources, policies and investment processes. The Board also considered the terms of the current investment management agreement, including the scope of services provided under the agreement. In this regard, the Board concluded that the quality and range of services provided by DeIM have benefited and should continue to benefit the Fund and its shareholders.

The costs of the services to, and profits realized by, DeIM and its affiliates from their relationships with the Fund. The Board reviewed information concerning the costs incurred and profits realized by DeIM during 2004 from providing investment management services to the Fund (and, separately, to the entire Scudder fund complex), and reviewed with DeIM the cost allocation methodology used to determine DeIM's profitability. In analyzing DeIM's costs and profits, the Board also reviewed the fees paid to and services provided by DeIM and its affiliates with respect to administrative services, fund accounting, shareholder servicing and distribution (including fees paid pursuant to 12b-1 plans). As part of this review, the Board considered information provided by an independent accounting firm engaged to review DeIM's cost allocation methodology and calculations. The Board concluded that the Fund's investment management fee schedule represented reasonable compensation in light of the costs incurred by DeIM and its affiliates in providing services to the Fund. The Board also reviewed information regarding the profitability of certain similar investment management firms. The Board noted that while information regarding the profitability of such firms is limited, Deutsche Asset Management's overall profitability with respect to the Scudder fund complex (after taking into account distribution and other services provided to the funds by DeIM and its affiliates) was lower than the overall profitability levels of most comparable firms for which such data was available.

The practices of DeIM regarding the selection and compensation of brokers and dealers executing portfolio transactions for the Fund, including DeIM's soft dollar practices. In this regard, the Board observed that DeIM had voluntarily terminated the practice of allocating brokerage commissions to acquire research services from third-party service providers. The Board indicated that it would continue to monitor the allocation of the Fund's brokerage to ensure that the principle of "best price and execution" remains paramount in the portfolio trading process.

DeIM's commitment to and record of compliance, including its written compliance policies and procedures. In this regard, the Board considered DeIM's commitment to indemnify the Fund against any costs and liabilities related to lawsuits or regulatory actions making allegations regarding market timing, revenue sharing, fund valuation or other subjects arising from or relating to pending regulatory inquiries. The Board also considered the significant attention and resources dedicated by DeIM to documenting and enhancing its compliance processes in recent years. The Board noted in particular (i) the experience and seniority of DeIM's chief compliance officer, who reports to the Board; (ii) the large number of compliance personnel who report to DeIM's chief compliance officer; and (iii) the substantial commitment of resources by Deutsche Asset Management to compliance matters.

Deutsche Bank's commitment to restructuring and growing its US mutual fund business. The Board considered recent and ongoing efforts by Deutsche Bank to restructure its US mutual fund business to improve efficiency and competitiveness and to reduce compliance and operational risk. The Board considered assurances received from Deutsche Bank that it would commit the resources necessary to maintain high quality services to the Fund and its shareholders while various organizational initiatives are being implemented. The Board also considered Deutsche Bank's strategic plans for investing in the growth of its US mutual fund business, the potential benefits to Fund shareholders and Deutsche Bank's management of the DWS fund group, one of Europe's most successful fund groups.

Based on all of the foregoing, the Board determined to continue the Fund's current investment management agreement, and concluded that the continuation of such agreement was in the best interests of the Fund's shareholders.

In reaching this conclusion the Board did not give particular weight to any single factor identified above. The Board considered these factors over the course of numerous meetings, many of which were in executive session with only the Independent Directors and their counsel present. It is possible that individual Directors may have weighed these factors differently in reaching their individual decisions to approve the continuation of the current agreement.

Directors and Officers

The following table presents certain information regarding the Directors and Officers of the fund as of October 31, 2005. Each individual's year of birth is set forth in parentheses after his or her name. Unless otherwise noted, (i) each individual has engaged in the principal occupation(s) noted in the table for at least the most recent five years, although not necessarily in the same capacity, and (ii) the address of each Director is c/o Dawn-Marie Driscoll, PO Box 100176, Cape Coral, FL 33904. Unless otherwise indicated, the address of each Officer is Two International Place, Boston, Massachusetts 02110. The term of office for each Director is until the next meeting of shareholders called for the purpose of electing Directors and until the election and qualification of a successor, or until such Director sooner dies, resigns, retires or is removed as provided in the governing documents of the fund. Because the fund does not hold an annual meeting of shareholders, each Director will hold office for an indeterminate period. The Directors of the fund may also serve in similar capacities with other funds in the fund complex.

Independent Directors
Name, Year of Birth, Position(s) Held with the Fund and Length of Time Served1	Principal Occupation(s) During Past 5 Years and Other Directorships Held	Number of Funds in Fund Complex Overseen
Dawn-Marie Driscoll (1946) Chairman, 2004-present Director, 1987-present	President, Driscoll Associates (consulting firm); Executive Fellow, Center for Business Ethics, Bentley College; formerly, Partner, Palmer & Dodge (1988-1990); Vice President of Corporate Affairs and General Counsel, Filene's (1978-1988). Directorships: Advisory Board, Center for Business Ethics, Bentley College; Board of Governors, Investment Company Institute; Member, Executive Committee of the Independent Directors Council of the Investment Company Institute, Southwest Florida Community Foundation (charitable organization)	41
Henry P. Becton, Jr. (1943) Director, 1990-present	President, WGBH Educational Foundation. Directorships: Becton Dickinson and Company (medical technology company); The A.H. Belo Company (media company); Concord Academy; Boston Museum of Science; Public Radio International. Former Directorships: American Public Television; New England Aquarium; Mass. Corporation for Educational Telecommunications; Committee for Economic Development; Public Broadcasting Service	41
Keith R. Fox (1954) Director, 1996-present	Managing General Partner, Exeter Capital Partners (private equity funds). Directorships: Progressive Holding Corporation (kitchen importer and distributor); Cloverleaf Transportation Inc. (trucking); Natural History, Inc. (magazine publisher); Box Top Media Inc. (advertising)	41
Kenneth C. Froewiss (1945) Director 2005-present	Clinical Professor of Finance, NYU Stern School of Business; Director, Scudder Global High Income Fund, Inc. (since 2001), Scudder Global Commodities Stock Fund, Inc. (since 2004), Scudder New Asia Fund, Inc. (since 1999), The Brazil Fund, Inc. (since 2000) and The Korea Fund, Inc. (since 2000); Member, Finance Committee, Association for Asian Studies (2002-present); Director, Mitsui Sumitomo Insurance Group (US) (2004-present); prior thereto, Managing Director, J.P. Morgan (investment banking firm) (until 1996)	46
Jean Gleason Stromberg (1943) Director, 1999-present	Retired. Formerly, Consultant (1997-2001); Director, US General Accounting Office (1996-1997); Partner, Fulbright & Jaworski, L.L.P. (law firm) (1978-1996). Directorships: The William and Flora Hewlett Foundation; Service Source, Inc.	41
Carl W. Vogt (1936) Director, 2002-present	Senior Partner, Fulbright & Jaworski, L.L.P. (law firm); formerly, President (interim) of Williams College (1999-2000); President, certain funds in the Deutsche Asset Management Family of Funds (formerly, Flag Investors Family of Funds) (registered investment companies) (1999-2000). Directorships: Yellow Corporation (trucking); American Science & Engineering (x-ray detection equipment); ISI Family of Funds (registered investment companies, 4 funds overseen); National Railroad Passenger Corporation (Amtrak); formerly, Chairman and Member, National Transportation Safety Board	41

Officers2
Name, Year of Birth, Position(s) Held with the Fund and Length of Time Served1	Principal Occupation(s) During Past 5 Years and Other Directorships Held
Vincent J. Esposito4 (1956) President, 2005-present	Managing Director5, Deutsche Asset Management (since 2003); President and Chief Executive Officer of The Central Europe and Russia Fund, Inc., The European Equity Fund, Inc., The New Germany Fund, Inc. (since 2003) (registered investment companies); Vice Chairman and Director of The Brazil Fund, Inc. (2004-present); formerly, Managing Director, Putnam Investments (1991-2002)
John Millette (1962) Vice President and Secretary, 1999-present	Director3, Deutsche Asset Management
Paul H. Schubert4 (1963) Chief Financial Officer, 2004-present Treasurer, since 2005	Managing Director3, Deutsche Asset Management (since July 2004); formerly, Executive Director, Head of Mutual Fund Services and Treasurer for UBS Family of Funds (1998-2004); Vice President and Director of Mutual Fund Finance at UBS Global Asset Management (1994-1998)
Patricia DeFilippis4 (1963) Assistant Secretary, 2005-present	Vice President3, Deutsche Asset Management (since June 2005); Counsel, New York Life Investment Management LLC (2003-2005); legal associate, Lord, Abbett & Co. LLC (1998-2003)
Daniel O. Hirsch5 (1954) Assistant Secretary, 2002-present	Consultant. Formerly, Managing Director, Deutsche Asset Management (2002-2005); Director, Deutsche Asset Management (1999-2002), Principal, BT Alex. Brown Incorporated (now Deutsche Bank Securities Inc.) (1998-1999); Assistant General Counsel, United States Securities and Exchange Commission (1993-1998); Director, Deutsche Global Funds Ltd. (2002-2004)
Elisa D. Metzger (1962) Assistant Secretary 2005-present	Director3, Deutsche Asset Management (since September 2005); Counsel, Morrison and Foerster LLP (1999-2005)
Caroline Pearson (1962) Assistant Secretary, 1997-present	Managing Director3, Deutsche Asset Management
Scott M. McHugh (1971) Assistant Treasurer, 2005-present	Director3, Deutsche Asset Management
Kathleen Sullivan D'Eramo (1957) Assistant Treasurer, 2003-present	Director3, Deutsche Asset Management
John Robbins4 (1966) Anti-Money Laundering Compliance Officer, 2005-present	Managing Director3, Deutsche Asset Management (since 2005); formerly, Chief Compliance Officer and Anti-Money Laundering Compliance Officer for GE Asset Management (1999-2005)
Philip Gallo4 (1962) Chief Compliance Officer, 2004-present	Managing Director3, Deutsche Asset Management (2003-present); formerly, Co-Head of Goldman Sachs Asset Management Legal (1994-2003)

¹ Length of time served represents the date that each Director was first elected to the common board of directors which oversees a number of investment companies, including the fund, managed by the Advisor. For the Officers of the fund, the length of time served represents the date that each officer was first elected to serve as an officer of any fund overseen by the aforementioned common board of directors.

² As a result of their respective positions held with the Advisor, these individuals are considered "interested persons" of the Advisor within the meaning of the 1940 Act. Interested persons receive no compensation from the funds.

³ Executive title, not a board directorship

⁴ Address: 345 Park Avenue, New York, New York 10154

⁵ Address: One South Street, Baltimore, Maryland 21202

The fund's Statement of Additional Information ("SAI") includes additional information about the Directors. The SAI is available, without charge, upon request. If you would like to request a copy of the SAI, you may do so by calling the following toll-free number: 1-800-SCUDDER.

Account Management Resources

For shareholders of Classes A, B and C

Automated Information Lines	ScudderACCESS (800) 972-3060 Personalized account information, information on other Scudder funds and services via touchtone telephone and for Classes A, B, and C only, the ability to exchange or redeem shares.
Web Site	scudder.com View your account transactions and balances, trade shares, monitor your asset allocation, and change your address, 24 hours a day. Obtain prospectuses and applications, blank forms, interactive worksheets, news about Scudder funds, subscription to fund updates by e-mail, retirement planning information, and more.
For More Information	(800) 621-1048 To speak with a Scudder service representative.
Written Correspondence	Scudder Investments PO Box 219356 Kansas City, MO 64121-9356
Proxy Voting	A description of the fund's policies and procedures for voting proxies for portfolio securities and information about how the fund voted proxies related to its portfolio securities during the 12-month period ended June 30 is available on our Web site — scudder.com (type "proxy voting" in the search field) — or on the SEC's Web site — www.sec.gov. To obtain a written copy of the fund's policies and procedures without charge, upon request, call us toll free at (800) 621-1048.
Principal Underwriter	If you have questions, comments or complaints, contact: Scudder Distributors, Inc. 222 South Riverside Plaza Chicago, IL 60606-5808 (800) 621-1148

	Class A	Class B	Class C
Nasdaq Symbol	SPAOX	SBPOX	SPCCX
CUSIP Number	811165-661	811165-653	811165-646
Fund Number	473	673	773

For shareholders of Class AARP and Class S

	AARP Investment Program Shareholders	Scudder Class S Shareholders
Automated Information Lines	Easy-Access Line (800) 631-4636	SAILTM (800) 343-2890
	Personalized account information, the ability to exchange or redeem shares, and information on other Scudder funds and services via touchtone telephone.
Web Sites	aarp.scudder.com	myScudder.com
	View your account transactions and balances, trade shares, monitor your asset allocation, and change your address, 24 hours a day. Obtain prospectuses and applications, blank forms, interactive worksheets, news about Scudder funds, subscription to fund updates by e-mail, retirement planning information, and more.
For More Information	(800) 253-2277 To speak with an AARP Investment Program service representative.	(800) SCUDDER To speak with a Scudder service representative.
Written Correspondence	AARP Investment Program from Scudder Investments PO Box 219735 Kansas City, MO 64121-9735	Scudder Investments PO Box 219669 Kansas City, MO 64121-9669
Proxy Voting	A description of the fund's policies and procedures for voting proxies for portfolio securities and information about how the fund voted proxies related to its portfolio securities during the 12-month period ended June 30 is available on our Web sites — aarp.scudder.com or myScudder.com (type "proxy voting" in the search field) — or on the SEC's Web site — www.sec.gov. To obtain a written copy of the fund's policies and procedures without charge, upon request, call your service representative.
Principal Underwriter	If you have questions, comments or complaints, contact: Scudder Distributors, Inc. 222 South Riverside Plaza Chicago, IL 60606-5808 (800) 621-1148
	Class AARP	Class S
Nasdaq Symbol	SPOPX	SCOPX
Fund Number	173	073

Notes

Notes

Notes

Notes

Notes

ITEM 2.         CODE OF ETHICS.

As of the end of the period, October 31, 2005, Scudder International Fund has
adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to
its Principal Executive Officer and Principal Financial Officer.

There have been no amendments to, or waivers from, a provision of the code of
ethics during the period covered by this report that would require disclosure
under Item 2.

A copy of the code of ethics is filed as an exhibit to this Form N-CSR.


ITEM 3.         AUDIT COMMITTEE FINANCIAL EXPERT.

The Funds' audit committee is comprised solely of trustees who are "independent"
(as such term has been defined by the Securities and Exchange Commission ("SEC")
in regulations implementing Section 407 of the Sarbanes-Oxley Act (the
"Regulations")). The Funds' Board of Trustees has determined that there are
several "audit committee financial experts" serving on the Funds' audit
committee. The Board has determined that Keith R. Fox, the chair of the Funds'
audit committee, qualifies as an "audit committee financial expert" (as such
term has been defined by the Regulations) based on its review of Mr. Fox's
pertinent experience and education. The SEC has stated that the designation or
identification of a person as an audit committee financial expert pursuant to
this Item 3 of Form N-CSR does not impose on such person any duties, obligations
or liability that are greater than the duties, obligations and liability imposed
on such person as a member of the audit committee and board of directors in the
absence of such designation or identification. In accordance with New York Stock
Exchange requirements, the Board believes that all members of the Funds' audit
committee are financially literate, as such qualification is interpreted by the
Board in its business judgment, and that at least one member of the audit
committee has accounting or related financial management expertise.

ITEM 4.         PRINCIPAL ACCOUNTANT FEES AND SERVICES.

                       SCUDDER PACIFIC OPPORTUNITIES FUND
                      FORM N-CSR DISCLOSURE RE: AUDIT FEES

The following  table shows the amount of fees that  PricewaterhouseCoopers,  LLP
("PWC"), the Fund's independent registered public accounting firm, billed to the
Fund during the Fund's last two fiscal years.  For engagements  with PWC entered
into on or after May 6, 2003, the Audit Committee  approved in advance all audit
services and non-audit services that PWC provided to the Fund.

The Audit Committee has delegated certain  pre-approval  responsibilities to its
Chairman (or, in his absence, any other member of the Audit Committee).

        Services that the Fund's Independent Registered Public Accounting
                            Firm Billed to the Fund

--------------------------------------------------------------------------------
  Fiscal            Audit           Audit-                              All
   Year             Fees           Related           Tax Fees        Other Fees
  Ended            Billed         Fees Billed        Billed           Billed
October 31        to Fund          to Fund           to Fund          to Fund
--------------------------------------------------------------------------------
2005              $77,500          $225                 $0               $0
--------------------------------------------------------------------------------
2004              $76,500          $185               $9,600             $0
--------------------------------------------------------------------------------

The above "Audit- Related Fees" were billed for agreed upon procedures performed
and the above "Tax Fees" were billed for professional  services rendered for tax
compliance and tax return preparation.

  Services that the Fund's Independent Registered Public Accounting Firm Billed
              to the Adviser and Affiliated Fund Service Providers

The  following  table  shows  the  amount  of  fees  billed  by PWC to  Deutsche
Investment Management Americas,  Inc. ("DeIM" or the "Adviser"),  and any entity
controlling,   controlled  by  or  under  common  control  with  DeIM  ("Control
Affiliate") that provides ongoing services to the Fund ("Affiliated Fund Service
Provider"),  for  engagements  directly  related  to the Fund's  operations  and
financial reporting, during the Fund's last two fiscal years.

--------------------------------------------------------------------------------
                                             Tax Fees
                     Audit-Related           Billed to             All Other
                      Fees Billed           Adviser and           Fees Billed
   Fiscal             to Adviser            Affiliated            to Adviser
    Year            and Affiliated             Fund             and Affiliated
    Ended            Fund Service             Service            Fund Service
 October 31           Providers              Providers             Providers
--------------------------------------------------------------------------------
2005                  $309,400              $197,605                 $0
--------------------------------------------------------------------------------
2004                  $453,907                 $0                    $0
--------------------------------------------------------------------------------

The  "Audit-Related  Fees"  were  billed for  services  in  connection  with the
assessment of internal controls,  agreed-upon  procedures and additional related
procedures and the above "Tax Fees" were billed in connection with  consultation
services and agreed-upon procedures.


                               Non-Audit Services

The  following  table shows the amount of fees that PWC billed during the Fund's
last two fiscal years for non-audit services. For engagements entered into on or
after May 6, 2003, the Audit Committee  pre-approved all non-audit services that
PWC  provided to the Adviser  and any  Affiliated  Fund  Service  Provider  that
related  directly to the Fund's  operations and financial  reporting.  The Audit
Committee  requested  and  received  information  from PWC about  any  non-audit
services that PWC rendered during the Fund's last fiscal year to the Adviser and
any Affiliated Fund Service Provider.  The Committee considered this information
in evaluating PWC's independence.

--------------------------------------------------------------------------------
                                  Total
                                Non-Audit
                              Fees billed to
                               Adviser and
                              Affiliated Fund          Total
                                Service              Non-Audit
                                Providers           Fees billed
                              (engagements           to Adviser
                                  related              and
                 Total        directly to the       Affiliated
               Non-Audit        operations         Fund Service
                 Fees         and financial         Providers
   Fiscal      Billed to        reporting           (all other      Total of
    Year         Fund          of the Fund)        engagements)     (A), (B)
    Ended
 October 31       (A)             (B)                  (C)           and (C)
--------------------------------------------------------------------------------
2005                $0          $197,605            $104,635          $302,240
--------------------------------------------------------------------------------
2004            $9,600           $0               $1,153,767        $1,163,367
--------------------------------------------------------------------------------

All other  engagement  fees were  billed for  services in  connection  with risk
management,  tax services and process  improvement/integration  initiatives  for
DeIM and other related  entities that provide  support for the operations of the
fund.

ITEM 5.         AUDIT COMMITTEE OF LISTED REGISTRANTS

                Not Applicable

ITEM 6.         SCHEDULE OF INVESTMENTS

                Not Applicable

ITEM 7.         DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR
                CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

                Not Applicable

ITEM 8.         PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

                Not applicable.

ITEM 9.         PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT
                INVESTMENT COMPANY AND AFFILIATED PURCHASERS

                Not Applicable.

ITEM 10.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Committee on Independent Trustees/Directors selects and nominates
Independent Trustees/Directors. Fund shareholders may also submit nominees that
will be considered by the committee when a Board vacancy occurs. Submissions
should be mailed to: c/o Dawn-Marie Driscoll, PO Box 100176, Cape Coral, FL
33910.

ITEM 11.        CONTROLS AND PROCEDURES.

(a) The Chief Executive and Financial Officers concluded that the Registrant's
Disclosure Controls and Procedures are effective based on the evaluation of the
Disclosure Controls and Procedures as of a date within 90 days of the filing
date of this report.

(b) There have been no changes in the registrant's internal control over
financial reporting that occurred during the registrant's last half-year (the
registrant's second fiscal half-year in the case of the annual report) that has
materially affected, or is reasonably likely to materially affect, the
registrant's internal controls over financial reporting.

ITEM 12.        EXHIBITS.

(a)(1)   Code of Ethics  pursuant to Item 2 of Form N-CSR is filed and  attached
         hereto as EX-99.CODE ETH.

(a)(2)   Certification  pursuant to Rule 30a-2(a) under the  Investment  Company
         Act of 1940 (17 CFR  270.30a-2(a))  is filed  and  attached  hereto  as
         Exhibit 99.CERT.

(b)      Certification  pursuant to Rule 30a-2(b) under the  Investment  Company
         Act of 1940 (17 CFR  270.30a-2(b))  is furnished and attached hereto as
         Exhibit 99.906CERT.




Form N-CSR Item F

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

Registrant:                         Scudder Pacific Opportunities Fund, a series
                                    of Scudder International Fund, Inc.


By:                                 /s/Vincent J. Esposito
                                    ---------------------------
                                    Vincent J. Esposito
                                    President

Date:                               January 3, 2006


Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

Registrant:                         Scudder Pacific Opportunities Fund, a series
                                    of Scudder International Fund, Inc.



By:                                 /s/Vincent J. Esposito
                                    ---------------------------
                                    Vincent J. Esposito
                                    President

Date:                               January 3, 2006



By:                                 /s/Paul Schubert
                                    ---------------------------
                                    Paul Schubert
                                    Chief Financial Officer and Treasurer

Date:                               January 3, 2006