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

                                   FORM 24F-2
                        Annual Notice of Securities Sold
                             Pursuant to Rule 24f-2

Read  instructions at end of Form before  preparing
Form. Please print or type.


1.      Name and address of issuer:

         Matthews International Funds
         655 Montgomery Street, Suite 1438
         San Francisco, CA 94111


2.      The name of each  series or class of  securities  for which this Form is
        filed  (If the  Form is  being  filed  for all  series  and  classes  of
        securities  of the  issuer,  check  the box but do not  list  series  or
        classes: |X|


3.      Investment Company Act File Number:  811-8510


        Securities Act File Number:  33-78960


4(a). Last day of fiscal year for which this Form is filed: August 31, 1998



     4(b).  [ ] Check box if this Form is being filed late  (i.e.,  more than 90
calendar days after the end of the issuer's fiscal year).  (See Instruction A.2)
Note: If the Form is being filed late, interest must be paid on the registration
fee  due.

     4(c).  [ ] Check box if this is the last time the issuer will be filing
this Form.


5. Calculation of registration fee:

 (i)      Aggregate sale price of securities sold during the fiscal
          year pursuant to section 24(f):                          $299,487,063
                                                                    -----------

 (ii)     Aggregate price of securities redeemed or
          repurchased during the fiscal year:                      $190,131,112

         (iii)    Aggregate price of securities  redeemed or repurchased  during
                  any prior  fiscal year ending no earlier than October 11, 1995
                  that were not previously used to reduce registration fees
                  payable to the Commission:                         $      N/A

         (iv)     Total available redemption credits (add items
                  5(ii) and 5(iii):                                -$190,131,112

         (v)      Net sales - if Item 5(i) is greater than item 5(iv)
                  [subtract Item 5(iv) from Item 5(i)]:             $109,355,951
                                                                    -----------

         (vi)     Redemption credits available for use in future years - if item
                  5(i) is less than Item 5(iv)
                  [subtract Item 5(iv) from Item 5(i)]:              $       (0)
                                                                     ----------

         (vii)    Multiplier for determining registration fee (See
                  Instruction C.9):                                 x    .000278

         (viii)   Registration fee due [multiply Item 5(v) by Item
                  5(vii)] (enter "0" if no fee is due):              = 30,400.95
                                                                     ----------


6.       Prepaid Shares

         If the response to item 5(i) was  determined  by deducting an amount of
         securities  that  were  registered  under  the  Securities  Act of 1933
         pursuant to rule 24e-2 as in effect before  [effective date of recision
         of rule 24e-2],  then report the amount of securities (number of shares
         or other  units)  deducted  here: 0 . If there is a number of shares or
         other  units that were  registered  pursuant  to rule  24e-2  remaining
         unsold at the end of the fiscal  year for which this form is filed that
         are available for use by the issuer in future fiscal years,  then state
         that number here: 0 .

7.       Interest due - if this Form is being filed more than 90 days after the
         end of the issuer's fiscal year (see instruction D):  +$  N/A
                                                              

8.       Total of the amount of the registration fee due plus any interest due
         [line 5(viii) plus line 7]:                                 =$30,400.95

9.       Date the  registration  fee and any  interest  payment  was sent to the
         Commission's lockbox depository:

                  Method of Delivery:

                           |X|      Wire Transfer
                           [ ]      Mail or other means




                                   SIGNATURES

     This report has been signed below by the following persons on behalf of the
issuer  and in the  capacities  and on the date  indicated.  By  (Signature  and
Title)*

                                    /s/G. Paul Matthews
                                    G. Paul Matthews
                                    President

Date     November 5  ,1998
*Please print the name and title of the signing officer below the signature.