ADAMS EXPRESS CO
N-30B-2, 1996-11-08
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                             LETTER TO STOCKHOLDERS

We are pleased to submit the  financial  statements  of the Company for the nine
months ended  September  30, 1996,  a schedule of  investments  and a list of
principal changes in portfolio securities for the third quarter.

Net assets of the Company at September 30, 1996 were $23.81 per share as
compared  with $21.36 per share at December  31, 1995 on the 46,165,517 shares
outstanding on each date. The total return on net assets (with reinvestment  of
income  and  capital  gains  distributions)  for the period was 13.3%.  On March
1, 1996, a distribution  of $0.12 per share was paid consisting of $0.03 from
1995 short-term  capital gain,  $0.02 from 1995 investment  income and $0.07
from 1996  investment  income.  All are taxable in 1996.  Regular 1996
investment income dividends of $0.12 per share were paid to shareholders on June
1, 1996 and September 1, 1996.

Net investment  income for the nine months ended  September 30, 1996 amounted to
$17,772,006  compared  with  $16,566,136  for the same  period  in  1995.  These
earnings are equal to $0.38 and $0.37  respectively,  per share,  on the average
number of shares outstanding during each period.

Net capital gain realized on investments for the nine months ended September 30,
1996 amounted to $51,725,334, the equivalent of $1.12 per share.

The Company is an  internally  managed  equity fund whose  investment  policy is
essentially  based on the primary  objectives of  preservation  of capital,  the
attainment  of  reasonable   income  from  investments  and,  in  addition,   an
opportunity for capital appreciation.



By order of the Board of Directors,



/s/ Douglas G. Ober        /s/ Joseph M. Truta

Douglas G. Ober,           Joseph M. Truta,

Chairman and Chief         President
Executive Officer

October 18, 1996


<PAGE>

                       STATEMENT OF ASSETS AND LIABILITIES

                         September 30, 1996 (unaudited)

<TABLE>
<S> <C>
Assets
Investments* at value:
   Non-controlled affiliate, Petroleum & Resources
     Corporation (cost $22,153,015)                              $ 37,947,006
   Common stocks and convertible securities
     (cost $573,868,785)                                          928,227,127
   Short-term investments (cost $137,064,426)                     137,064,426   $1,103,238,559
- ------------------------------------------------------------------------------------------------

Cash                                                                                   143,047
Receivables:
   Investment securities sold                                                           43,274
   Dividends and interest                                                            2,108,296
Prepaid expenses and other assets                                                    3,300,468
- ------------------------------------------------------------------------------------------------

      Total Assets                                                               1,108,833,644

Liabilities
Investment securities purchased                                                      5,362,740
Open option contracts at value (proceeds $983,440)                                   1,804,615
Accrued expenses                                                                     2,316,213
- ------------------------------------------------------------------------------------------------

      Total Liabilities                                                              9,483,568

      Net Assets                                                                $1,099,350,076
================================================================================================

NET ASSETS
Common Stock at par value $1.00 per share, authorized 75,000,000
 shares; issued and outstanding 46,165,517 shares                                $  46,165,517
Additional capital surplus                                                         627,210,838
Undistributed net investment income                                                  4,384,352
Undistributed net realized gain on investments                                      52,258,211

Unrealized appreciation on investments                                             369,331,158
      Net Assets Applicable to Common Stock                                     $1,099,350,076
================================================================================================

      Net Asset Value Per Share of Common Stock                                         $23.81
</TABLE>

*See Schedule of Investments on pages 6 through 8.
The accompanying notes are an integral part of the financial statements.

2

<PAGE>

                            STATEMENT OF OPERATIONS

                Nine Months Ended September 30, 1996 (unaudited)

<TABLE>
<S> <C>
Investment Income
   Income:
      Dividends:
         From unaffiliated issuers                                                                 $ 12,873,153
         From non-controlled affiliate                                                                  687,342
      Interest                                                                                        7,332,914
- -----------------------------------------------------------------------------------------------------------------

         Total income                                                                                20,893,409

   Expenses:
      Investment research                                                                             1,232,876
      Administration and operations                                                                     635,234
      Directors' fees                                                                                   110,700
      Reports and stockholder communications                                                            195,810
      Transfer agent, registrar and custodian expenses                                                  301,962
      Auditing services                                                                                  43,462
      Legal services                                                                                    109,100
      Occupancy and other office expenses                                                               174,076
      Travel, telephone and postage                                                                     111,255
      Other                                                                                             206,928
- -----------------------------------------------------------------------------------------------------------------

         Total expenses                                                                               3,121,403

         Net Investment Income                                                                       17,772,006

Realized Gain and Change in Unrealized Appreciation on Investments
   Net realized gain on security transactions                                                        51,690,967
   Net realized gain distributed by regulated investment company (non-controlled affiliate)              34,367
   Change in unrealized appreciation on investments                                                  60,241,409
- -----------------------------------------------------------------------------------------------------------------

         Net Gain on Investments                                                                    111,966,743

Change in Net Assets Resulting from Operations                                                     $129,738,749
=================================================================================================================
</TABLE>


                       STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                                Nine Months         Year Ended
                                                                            Ended Sept. 30, 1996   Dec. 31, 1995
                                                                                (unaudited)
<S> <C>
From Operations:
   Net investment income                                                     $   17,772,006        $ 22,394,045
   Net realized gain on investments                                              51,725,334          50,917,119
   Change in unrealized appreciation on investments                              60,241,409         155,573,255
- ------------------------------------------------------------------------------------------------------------------

      Change in net assets resulting from operations                            129,738,749         228,884,419

Dividends to Stockholders from:
   Net investment income                                                        (15,234,621)        (23,082,795)
   Net realized gain from investment transactions                                (1,384,966)        (50,604,589)
- ------------------------------------------------------------------------------------------------------------------

      Decrease in net assets from distributions                                 (16,619,587)        (73,687,384)

From Capital Share Transactions:
   Value of common shares issued in payment of optional distributions              -0-               32,736,279
- ------------------------------------------------------------------------------------------------------------------

      Total increase in net assets                                              113,119,162         187,933,314
Net Assets:

   Beginning of period                                                          986,230,914         798,297,600
   End of period (including undistributed net investment
     income of $4,384,352 and $1,846,967, respectively)                      $1,099,350,076        $986,230,914
==================================================================================================================
</TABLE>

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

                                                                               3

<PAGE>

                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

1. Significant Accounting Policies

The Adams  Express  Company (the  Company) is  registered  under the  Investment
Company  Act  of  1940  as  a  diversified  investment  company.  The  Company's
investment  objectives  as  well  as the  nature  and  risk  of  its  investment
transactions are set forth in the Company's registration statement.

Security  Valuation -- Investments in securities  traded on a national  security
exchange  are valued at the last  reported  sale price on the day of  valuation.
Over-the-counter  and listed  securities for which a sale price is not available
are valued at the last quoted bid price.  Short-term  investments  are stated at
cost which, when combined with accrued interest receivable,  approximates value.
Options are valued at the last sale price or last quoted asked price.

Affiliated Companies -- Investments in companies 5% or more of whose outstanding
voting securities are held by the Company are defined as "Affiliated  Companies"
in Section 2(a)(3) of the Investment Company Act of 1940.

Security  Transactions  and  Investment  Income -- Investment  transactions  are
accounted for on the trade date. Gain or loss on sales of securities and options
is determined on the basis of identified cost. Dividend income and distributions
to shareholders  are recognized on the ex-dividend  date, and interest income is
recognized on the accrual basis.

2. Federal Income Taxes

The  Company's  policy  is to  distribute  all  of  its  taxable  income  to its
shareholders  in compliance with the  requirements of the Internal  Revenue Code
applicable to regulated investment companies.  Therefore,  no federal income tax
provision is required.  For federal income tax purposes,  the identified cost of
securities  including options,  at September 30, 1996 was $734,413,272,  and net
unrealized  appreciation  aggregated  $369,808,727,  of which the related  gross
unrealized  appreciation  and  depreciation  were  $380,619,945 and $10,811,218,
respectively.

Distributions are determined in accordance with income tax regulations which may
differ from generally  accepted  accounting  principles.  Accordingly,  periodic
reclassifications  are made  within the  Company's  capital  accounts to reflect
income and gains available for distribution under income tax regulations.

3. Investment Transactions

Purchases and sales of portfolio  securities,  other than options and short-term
investments,  during the nine months ended September 30, 1996 were  $157,179,639
and $174,704,591,  respectively.  Option transactions comprised an insignificant
portion of operations during the period ended September 30, 1996. All investment
decisions  are made by a committee,  and no one person is primarily  responsible
for making recommendations to that committee.

4. Capital Stock

The Company may  purchase  shares of its Common  Stock from time to time at such
prices and amounts as the Board of Directors  may deem  advisable.  No purchases
were made during the nine months ended September 30, 1996.

The Company has 10,000,000 unissued preferred shares without par value.

The Company has an employee incentive stock option and stock appreciation rights
plan which  provides for the issuance of options and stock  appreciation  rights
for the purchase of up to 2,050,000 shares of the Company's common stock at 100%
of the fair market value at date of grant.  There were 271,334 stock options and
stock  appreciation  rights  that  expired  unissued.  Options  are  exercisable
beginning  not less than one year  after the date of grant and  extend  over ten
years  from  the  date of  grant.  Stock  appreciation  rights  are  exercisable
beginning  not less than two years  after the date of grant and extend  over the
period during which the option is  exercisable.  The stock  appreciation  rights
allow the  optionees to surrender  their  rights to exercise  their  options and
receive cash or shares in an amount equal to the  difference  between the option
price and the fair market  value of the common  stock at the date of  surrender.
Under the plan, the exercise price of the options and related stock appreciation
rights is reduced by the per share  amount of capital  gain paid by the  Company
during  subsequent  years.  During the nine months ended  September 30, 1996, no
options or stock appreciation  rights were granted;  stock  appreciation  rights
relating to 50,722  stock  option  shares  were  exercised  at market  prices of
$18.500-$19.125  per share and the stock options  relating to these rights which
had exercise prices of $9.175-$16.455 per share were cancelled. At September 30,
1996,  there were  outstanding  exercisable  options to purchase  147,278 common
shares at $8.740-$16.425 per share and unexercisable options to purchase 319,250
common shares at $14.4550-$18.4075 per share. At September  30, 1996,  there
were 943,376  shares  available for future option grants.

5. Retirement Plans

The  Company   provides   retirement   benefits  for  its   employees   under  a
non-contributory  qualified defined benefit pension plan. The benefits are based
on years of service and  compensation  during the last 36 months of  employment.
The Company's current funding policy is to contribute  annually to the plan only
those amounts that can be deducted for federal income tax purposes.

The  actuarially  computed  net  pension  cost  credit for the six months  ended
September  30, 1996 was $326,634 and  consisted of service  expense of $131,337,
interest expense of $225,411,  expected return on plan assets of $529,038, and a
net amortization credit of $154,344.

In determining the actuarial present value of the projected benefit  obligation,
the interest rate used for the  weighted-average  discount rate and the expected
rate of annual  salary  increases  was 7.0% and the expected  long-term  rate of
return on plan assets was 8.0%.

On  January  1, 1996,  the  accumulated  benefit  obligation,  including  vested
benefits,  was $3,553,626.  The fair value of the plan assets was $8,912,506 and
the projected  benefit  obligation for service  rendered to date was $4,388,767.
This  resulted  in excess  plan assets of  $4,523,739  of which  $747,869 is the
remaining  portion of the  unrecognized  net asset  existing  at January 1, 1987
which is being  amortized over 15 years.  Prepaid pension cost included in other
assets at September 30, 1996 was $2,987,091.

4

<PAGE>

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

In addition, the Company has a nonqualified unfunded benefit plan which provides
employees with defined retirement benefits to supplement the qualified plan. The
Company does not provide postretirement medical benefits.

6. Expenses

Aggregate  remuneration  paid or accrued during the nine months ended  September
30, 1996 to officers and directors  amounted to $1,740,853 of which $110,700 was
paid as fees to directors who were not officers.

Research, accounting and other office services provided to and reimbursed by the
Company's non-controlled affiliate, Petroleum & Resources Corporation,  amounted
to $410,931 for the nine months ended September 30, 1996.

7. Portfolio Securities Loaned

The Company makes loans of securities to brokers, secured by cash deposits, U.S.
Government securities, or bank letters of credit, the value of which exceeds the
market  value of such loaned  securities.  At September  30, 1996,  the value of
security loans outstanding was $31,987,925.


                              FINANCIAL HIGHLIGHTS


<TABLE>
<CAPTION>

                                       Nine Months Ended
                                          (unaudited)                     Year Ended December 31
                                     Sept. 30,  Sept. 30,  ---------------------------------------------------
                                       1996       1995        1995       1994       1993      1992      1991
                                     ---------  ---------   --------   --------   --------  --------  --------
<S> <C>
Per Share Operating Performance
Net asset value, beginning of period  $21.36     $17.98      $17.98     $19.78     $20.48    $20.21    $16.82
- -----------------------------------------------------------------------------------------------------------------

Net investment income                   0.38       0.37        0.50       0.51       0.48      0.46      0.53
Net realized gains and change in
   unrealized appreciation and other
   changes                              2.43       3.64        4.54      (0.71)      1.18      1.43      4.49
- -----------------------------------------------------------------------------------------------------------------

Total from investment operations        2.81       4.01        5.04      (0.20)      1.66      1.89      5.02
Less distributions
Dividends from net investment
   income                              (0.33)     (0.33)      (0.52)     (0.50)     (0.45)    (0.46)    (0.54)
Distributions from net realized gains  (0.03)     (0.03)      (1.14)     (1.10)     (1.18)    (1.16)    (1.09)
Total distributions                    (0.36)     (0.36)      (1.66)     (1.60)     (1.63)    (1.62)    (1.63)
Dilution resulting from the rights
   offering                              --         --         --         --        (0.73)      --       --
Net asset value, end of period        $23.81     $21.63      $21.36     $17.98     $19.78    $20.48    $20.21
=================================================================================================================

Per share market price, end of period $20.125    $18.375     $18.50     $15.625    $17.875   $20.00    $19.00
Total Investment Return
Based on market price                  10.8%      20.1%       29.5%      (3.7)%     (2.7)%    14.1%     41.0%
Ratios/Supplemental Data
Net assets, end of period
   (in 000's)                       $1,099,350  $960,174    $986,231   $798,298   $840,610  $696,925  $661,896
Ratio of expenses to average
   net assets                           0.40%+     0.45%+      0.46%      0.33%      0.36%     0.49%     0.58%
Ratio of net investment income to
   average net assets                   2.29%+     2.53%+      2.51%      2.65%      2.33%     2.30%     2.74%
Portfolio turnover                     22.84%+    23.99%+     23.98%     19.23%     21.40%    17.97%    17.64%
Average brokerage commission rate      $0.07        --          --         --         --        --       --
Number of shares outstanding at
   end of period (in 000's)            46,166     44,390      46,166     44,390     42,498    34,027    32,747
=================================================================================================================
</TABLE>

+ Ratios presented on an annualized basis.

          This report, including the financial statements herein, is transmitted
          to the stockholders of The Adams Express Company for their
          information. It is not a prospectus, circular or representation
          intended for use in the purchase or sale of shares of the Company or
          of any securities mentioned in the report.

                                                                               5

<PAGE>

                             SCHEDULE OF INVESTMENTS

                         September 30, 1996 (unaudited)

                                        Prin. Amt.
                                        or Shares    Value(A)
Stocks And Convertible
   Securities -- 87.9%
 Basic Materials -- 3.2%
   Air Products & Chemicals, Inc.        160,000  $ 9,320,000
   Consolidated Papers, Inc.             100,000    5,212,500
   Inco Ltd. 7.75% Conv.
      Debs. due  2016                 $5,000,000    5,225,000
   Kimberly-Clark Corp.                  170,000   14,981,250
                                                  -----------
                                                   34,738,750
                                                  -----------
 Capital Goods  -- 10.3%
   Boeing Co.                             89,100    8,419,950
   Cemex, S.A. de C.V. 4.25%
      Conv. Sub. Debs. due 1997(B)    $4,000,000    3,830,000
   Cooper Industries, Inc. 7.05%
      Conv. Sub. Debs. due 2015       $4,540,000    4,959,950
   Deere & Co.                           270,000   11,340,000
   Dover Corp.                            34,200    1,633,050
   Emerson Electric Co.                   36,500    3,289,563
   General Electric Co.                  350,000   31,850,000
   The BFGoodrich Co.                    110,000    4,963,750
   Granite Construction Inc.             365,000    7,573,750+
   Minnesota Mining &
      Manufacturing Co.                  190,000   13,252,500
   Pall Corp.                            265,000    7,486,250
   Rockwell International Corp.          250,000   14,093,750
                                                  -----------
                                                  112,692,513
                                                  -----------
 Consumer -- 14.1%
   Consumer Distribution -- 1.7%
   Borders Group, Inc. (C)               195,000    7,263,750
   Dillard Department Stores, Inc.       200,000    6,450,000
   Home Depot, Inc.                       90,000    5,118,750
                                                  -----------
                                                   18,832,500
                                                  -----------
   Consumer Services  -- 3.6%
   Brinker International, Inc. (C)       345,000    5,865,000
   Cracker Barrel Old Country
      Store, Inc.                        350,000    7,918,750+
   McDonald's Corp.                      315,000   14,923,125
   Scandinavian Broadcasting
      System SA 7.25% Conv. Sub.
      Debs. due 2005                  $3,000,000    3,007,500+
   Time Warner Inc.                      150,000    5,775,000
   USWEST Media Group, Inc. (C)          150,000    2,531,250
                                                  -----------
                                                   40,020,625
                                                  -----------


                                        Prin. Amt.
                                        or Shares    Value(A)
   Consumer Staples -- 8.8%
   CPC International Inc.                127,500  $ 9,546,563
   Campbell Soup Co.                     190,000   14,820,000
   Coca-Cola Co.                         180,000    9,157,500
   Crown Cork &
      Seal Co., Inc.                     205,000    9,455,625
   Duracell International Inc.           265,000   16,972,429
   Houghton Mifflin Co.                  175,400    8,265,725
   International Flavors &
      Fragrances, Inc.                   100,000    4,362,500
   Interstate Bakeries Corp.              83,400    3,044,100
   PepsiCo, Inc.                         320,000    9,040,000
   Procter & Gamble Co.                  125,000   12,187,500
                                                  -----------
                                                   96,851,942
                                                  -----------
 Energy -- 9.0%
   British Petroleum plc ADR              80,000   10,000,000
   Enron Corp. 6.25%
      Exch. Notes due 1998               411,900    9,679,650
   MCN Corp.                             400,000   10,750,000
   Mobil Corp.                            60,000    6,945,000
   Petroleum & Resources
      Corporation (D)                  1,145,570   37,947,006
   Royal Dutch Petroleum Co.              45,000    7,025,625
   Schlumberger Ltd.                      54,200    4,579,900
   Texaco Inc.                            15,000    1,380,000
   Union Pacific Resources Group Inc.    165,000    4,620,000
   Unocal Capital Trust
     $3.125 Conv. Pfd.                   111,600    5,914,800+
                                                  -----------
                                                   98,841,981
                                                  -----------
 Financial -- 11.3%
   Banking -- 6.3%
   Associates First Capital Corp.
      Ser. A                              75,000    3,075,000
   Federal Home Loan Mortgage Corp.       90,000    8,786,250
   Investors Financial Services Corp.    160,000    4,120,000+
   Mellon Bank Corp.                     165,000    9,776,250
   National City Corp.                    80,000    3,370,000
   Norwest Corp.                         330,000   13,447,500
   Peoples Heritage Financial Group      237,000    5,539,875+
   Provident Bankshares Corp.            131,250    4,642,969+
   Wachovia Corp.                        210,000   10,395,000
   Wilmington Trust Corp.                185,000    6,613,750+
                                                  -----------
                                                   69,766,594
                                                  -----------

6

<PAGE>


                      SCHEDULE OF INVESTMENTS (CONTINUED)

                         September 30, 1996 (unaudited)


                                        Prin. Amt.
                                        or Shares    Value(A)
   Insurance -- 5.0%
   AMBAC Inc.                            199,800  $11,138,850
   American International Group, Inc.    180,000   18,135,000
   Lincoln National Corp.                140,000    6,142,500
   Reinsurance Group of America, Inc.    199,900    8,770,613
   Salomon Inc. 7.625% Exch. Notes
      due 1999 (B)                       375,000   10,500,000
                                                  -----------
                                                   54,686,963
 Health Care -- 9.4%
   Drugs -- 4.5%
   Elan Corp., plc ADR (C)               460,000   13,742,500
   Lilly (Eli) & Co.                     169,200   10,913,400
   Merck & Co., Inc.                     190,000   13,371,250
   SmithKline Beecham plc ADR            180,000   10,957,500
                                                  -----------
                                                   48,984,650
                                                  -----------
   Medical Supplies and Services -- 4.9%
   Abbott Laboratories                   290,000   14,282,500
   Allergan, Inc.                        151,300    5,768,313
   Beckman Instruments, Inc.             175,000    6,803,125
   Integrated Health Services, Inc.
      5.75% Conv. Sub. Debs. due 2001 $6,675,000    6,541,500
   Integrated Health Services, Inc.
      6% Conv. Sub. Debs. due 2003      $500,000      491,250
   Life Technologies, Inc.               307,500    6,918,750+
   MedPartners Inc. (C)                  363,000    8,258,250
   ONCOR, Inc. (C)                       900,000    4,669,200
   OPTION Care, Inc. (C)                  71,500      473,688+
                                                  -----------
                                                   54,206,576
                                                  -----------
 Technology -- 13.8%
   Communication Equipment  -- 3.6%
   Ericsson (L.M.) Telephone Co. 4.25%
      Conv. Sub. Debs. due 2000         $120,000      411,600+
   Ericsson (L.M.) Telephone Co. ADR     440,000   11,165,000+
   Motorola, Inc. LYONs due 2009        $650,000      625,625
   Motorola, Inc.                        160,000    8,240,000
   Nokia Corp. Pfd. ADR                  150,000    6,637,500
   Northern Telecom Ltd.                 215,000   12,416,250
                                                  -----------
                                                   39,495,975
                                                  -----------
   Computer Related -- 6.9%
   American Express Co. 6.25%
      DECS due 1996                      210,000   14,070,000
   Computer Sciences Corp.(C)            136,000   10,455,000
   DST Systems Inc. (C)                  175,000    5,600,000
   Electronic Data Systems Corp.         168,936   10,368,447
   Keane, Inc. (C)                       270,000   12,960,000
   QuickResponse Services, Inc. (C)      218,000    8,120,500+
   Sterling Software, Inc. (C)           195,000   14,893,125
                                                  -----------
                                                   76,467,072
                                                  -----------


                                        Prin. Amt.
                                        or Shares    Value(A)
   Electronics -- 3.3%
   Intel Corp.                            85,000  $ 8,112,230+
   Itron, Inc. (C)                       121,000    3,176,250+
   Solectron Corp. (C)                   240,000   11,760,000
   Verifone, Inc. (C)                    292,500   13,089,375
                                                  -----------
                                                   36,137,855
                                                  -----------
 Transportation -- 4.2%
   AMR Corp. (C)                          57,000    4,538,625
   Delta Air Lines, Inc.                 150,071   10,805,112
   Illinois Central Corp.                210,000    6,641,250
   Ryder System, Inc.                    500,000   14,812,500
   Union Pacific Corp.                   130,000    9,522,500
                                                  -----------
                                                   46,319,987
                                                  -----------
 Utilities -- 12.5%
   Electric And Gas Utilities-- 4.9%
   Black Hills Corp.                     300,600    7,778,025
   CINergy Corp.                         300,000    9,262,500
   DPL Inc.                              400,000    9,350,000
   Empresa Nacional de
      Electricidad, S.A. ADR             150,000    8,906,250
   LG&E Energy Corp.                     250,000    5,562,500
   TECO Energy, Inc.                     300,000    7,125,000
   Washington Gas Light Co.              257,000    5,654,000
                                                  -----------
                                                   53,638,275
                                                  -----------
   Telephone Utilities -- 7.6%
   AT&T Co.                              200,000   10,450,000
   AirTouch Communications (C)           200,000    5,525,000
   Ameritech Corp.                       155,000    8,156,875
   Bell Atlantic Corp.                   100,000    5,987,500
   BellSouth Corp.                       220,000    8,140,000
   First Chicago Corp. 5.50%
      DECS due 1997                      120,000    2,295,000
   GTE Corp.                             250,000    9,625,000
   LCI International, Inc. (C)           300,000    9,525,000
   MFS Communications Co. (C)            200,000    8,725,000+
   SBC Communications Inc.               200,000    9,625,000
   Tele Danmark A/S ADS                  260,000    6,142,500
                                                  -----------
                                                   84,196,875
                                                  -----------
 Other -- 0.1%
   Stocks under accumulation                          295,000
                                                  -----------
 Total Stocks and Convertible
   Securities
   (Cost $596,021,800)(E)                         966,174,133
                                                  -----------

                                                                               7

<PAGE>

                      SCHEDULE OF INVESTMENTS (CONTINUED)

                         September 30, 1996 (unaudited)


                                       Prin. Amt.     Value(A)
Short-Term Investments -- 12.5%
   Certificates of Deposit -- 5.6%
   Bank One, Akron, N.A.,
      5.23%, due 10/24/96             $10,000,000   $10,000,000
   Fifth Third Bank, Cincinnati,
      5.25%, due 10/10/96              10,000,000    10,000,000
   First Alabama Bank, Birmingham,
      5.23%, due 10/3/96                6,445,000     6,445,000
   Mercantile-Safe Deposit &
      Trust Co., 5.45%,
      due 10/3/96-10/10/96             10,000,000    10,000,000
   Northern Trust Co., Chicago,
      5.28%, due 10/31/96               5,180,000     5,180,000
   SouthTrust Bank of Alabama,
      5.24%, due 10/17/96               5,000,000     5,000,000
   U.S. National Bank of Oregon,
      5.30%, due 10/31/96               5,000,000     5,000,000
   Wachovia Bank of Georgia N.A.,
      5.28%, due 10/31/96              10,000,000    10,000,000
                                                    -----------
                                                     61,625,000
                                                    -----------
   Commercial Paper -- 6.9%
   Chevron Oil Finance Co.,
      5.30%, due 10/17/96               4,021,000     4,011,250
   Chevron UK Investment PLC,
      5.34%, due 10/24/96               5,900,000     5,879,279



                                        Prin. Amt.      Value(A)
   Coca-Cola Co.,
      5.29%, due 10/24/96             $10,000,000   $ 9,965,209
   Deere (John)Capital Corp.,
      5.25-5.30%,
      due 10/17/96-10/24/96             9,926,000     9,896,894
   Disney (Walt) Co.,
      5.25%, due 10/10/96               1,636,000     1,633,745
   Ford Motor Credit Corp.,
      5.33-5.34%, due 10/24/96          9,925,000     9,890,217
   General Electric Capital Corp.,
      5.25%, due 10/3/96               10,000,000     9,996,998
   Penney (J.C.) Funding Corp.,
      5.27%, due 10/3/96               10,000,000     9,996,986
   PepsiCo, Inc.,
      5.21-5.35%,
      due 10/2/96-10/3/96               8,155,000     8,152,574
   USAA Capital Corp.,
      5.33%, due 10/16/96               6,030,000     6,016,274
                                                 --------------
                                                     75,439,426
                                                 --------------
Total Short-Term Investments
   (Cost $137,064,426)                              137,064,426
                                                 --------------
Total Investments
   (Cost $733,086,226)                            1,103,238,559
   Cash, receivables and other
      assets, less liabilities                       (3,888,483)
                                                 --------------
Net Assets -- 100.0%                             $1,099,350,076
                                                 ==============

Notes:
(A) See note 1 to financial statements. Securities are listed on the New York
    Stock Exchange, the American Stock Exchange or the Toronto Stock Exchange
    except restricted securities and also those marked (+), which are traded
    "Over-the-Counter."
(B) Restricted securities (Cemex, S.A. de C.V. 4.25% Conv. Sub. Debs. due 1997,
    acquired 9/28/94, cost $4,053,999, Salomon Inc. 7.625% Exch. Notes due 1999,
    acquired 5/8/96, cost $10,017,100).
(C) Presently non-dividend paying.
(D) Non-controlled affiliate.
(E) The aggregate market value of stocks held in escrow at September 30, 1996
    covering open call contracts written was $15,577,500. In addition, the
    required aggregate market value of securities segregated by the custodian to
    collateralize open put option contracts written was $14,492,500.


                         HISTORICAL FINANCIAL STATISTICS

<TABLE>
<CAPTION>
                                                                        Net         Dividends   Distributions
                                                                       Asset          from           from
                                                       Common          Value     Net Investment  Net Realized
                                     Value of          Shares           per          Income          Gains
Dec. 31                             Net Assets       Outstanding       Share        per Share      per Share
<S> <C>
1986...........................   $ 468,344,507      24,004,882       $19.51          $.71           $3.74
1987...........................     427,225,965      26,833,998        15.92           .78            2.66
1988...........................     455,825,580      28,295,508        16.11           .50            1.32
1989...........................     550,091,129      29,982,939        18.35           .70            1.36
1990...........................     529,482,769      31,479,340        16.82           .66            1.06
1991...........................     661,895,779      32,747,497        20.21           .54            1.09
1992...........................     696,924,779      34,026,625        20.48           .46            1.16
1993...........................     840,610,252      42,497,665        19.78           .45            1.18
1994...........................     798,297,600      44,389,990        17.98           .50            1.10
1995...........................     986,230,914      46,165,517        21.36           .52            1.14
September 30, 1996 (unaudited)    1,099,350,076      46,165,517        23.81           .33             .03
</TABLE>

8

<PAGE>

                    PRINCIPAL CHANGES IN PORTFOLIO SECURITIES

          During the Three Months Ended September 30, 1996 (unaudited)

<TABLE>
<CAPTION>
                                                                Shares
                                          --------------------------------------------------
                                                                                  Held
                                           Additions        Reductions       Sept. 30, 1996
                                          -------------    ------------     ----------------
<S> <C>
Delta Air Lines, Inc.                        118,751(1)                           150,071
Dover Corp.                                   34,200                               34,200
Elan Corp.                                   230,000(2)                           460,000
Intel Corp.                                   35,000                               85,000
Interstate Bakeries Corp.                     83,400                               83,400
Investors Financial Services Corp.           110,000                              160,000(3)
Itron, Inc.                                  121,000                              121,000
Life Technologies, Inc.                      102,500(2)                           307,500
MFS Communications Co.                       200,000                              200,000
MedPartners Inc.                             363,000(4)                           363,000
Minnesota Mining & Manufacturing Co.          65,000                              190,000
Norwest Corp.                                 40,000                              330,000
Ryder Systems, Inc.                          100,000                              500,000
Salomon Inc. 7.625% Exch. Notes due 1999      35,000                              375,000
Solectron Corp.                              240,000                              240,000
Union Pacific Resources Group Inc.           165,000                              165,000
Unocal Capital Trust $3.125 Conv. Pfd.       111,600(5)                           111,600
AMP Inc.                                                        100,000             --
British Petroleum plc ADR                                        30,577           80,000
Consolidated Natural Gas Co.                                    115,800             --
Great Western Financial Corp.                                   425,000             --
Home Depot, Inc.                                                173,870            90,000
Houghton Mifflin Co.                                             42,500           175,400
International Flavors & Fragrances, Inc.                         90,000           100,000
Keane, Inc.                                                     130,000           270,000
Nabisco Holdings Corp.                                           50,000             --
Northern Telecom Ltd.                                            35,000           215,000
Royal Dutch Petroleum Co.                                        10,000           45,000
Sterling Software, Inc.                                          50,000           195,000
Texaco Inc.                                                      74,000           15,000
Wells Fargo &Co.                                                 20,000             --
Wisconsin Energy Corp.                                          129,000             --
- --------------------------------------------------------------------------------------------
</TABLE>

(1) Received .7605 shares for each share of Delta Air Lines, Inc. $3.50 Ser. C
    Conv. Pfd., and purchased additional 10,000 shares.
(2) By stock split.
(3) Includes shares previously listed under "Stocks under Accumulation" in the
    Schedule of Investments.
(4) Received 1.21 shares for each share of Caremark International Inc.
(5) Received 1.116 shares for each share of Unocal Corp. $3.50 Conv. Pfd.

                                                                               9

<PAGE>

                       DIVIDEND PAYMENT SCHEDULE AND THE
                      AUTOMATIC DIVIDEND REINVESTMENT PLAN

The Company  presently pays  dividends four times a year, as follows:  (a) Three
interim  investment  income dividends on or about March, June and September 1st.
(b) A  "year-end"  payment  consisting  of the  estimated  balance  of  the  net
investment  income for the year and the net realized capital gain earned through
October 31st,  payable in late December.  Stockholders may elect to receive this
payment in stock or cash. In connection with this payment,  all  stockholders of
record  are  sent a  dividend  announcement  notice  and  an  election  card  in
mid-November. The following options are available:

(1) Full shares of stock for the  combined  income  dividend  and  capital  gain
distribution to the extent possible.

(2) Full  shares  of stock  for the  capital  gain  distribution  to the  extent
possible.  Fractional shares and the income dividend are paid in cash. Without a
timely response, stockholders will be paid in accordance with this option.

(3) Both the income dividend and capital gain distribution in cash.

Stockholders  holding  shares in "street" or brokerage  accounts may make one of
the above elections by notifying their brokerage house representative.

Stockholders of record of Adams stock have two additional ways to increase their
investment in the Company.

The Bank of New York's Automatic  Dividend  Reinvestment  Plan provides that its
participants' four distributions are automatically invested in additional shares
of Adams common stock. New shares acquired are held on a book basis by the Bank.

Additionally,  after the  participants'  first dividend is reinvested,  they are
eligible to make cash payments in any amount from $25.00.

The Bank  provides  participants  with  reinvestment  confirmations  after  each
dividend or cash  payment.  The Bank's fee for this service is 10% of the amount
received up to a maximum of $2.50 for the  interim  dividend  payments  and cash
payments. There is no charge for the "year-end" distribution.

The Bank's plan also  provides  for the deposit of  certificate  shares into the
participant's "book share" account for a one-time charge of $5.00.

A brochure  and  enrollment  card may be  obtained  by calling the Bank at (800)
432-8224 or by writing to:

                              The Bank of New York
                              Dividend Reinvestment
                                 P.O. Box 11258
                              Church Street Station
                               New York, NY 10277

                                  Common Stock
                      Listed on the New York Stock Exchange
                         and the Pacific Stock Exchange
               Transfer Agent, Registrar & Custodian of Securities
                              The Bank of New York
                             101 Barclay Street, 11E
                               New York, NY 10007
           The Bank's Shareholder Relations Department: (800) 432-8224
               The Company Office Address: Seven St. Paul Street,
                        Suite 1140, Baltimore, MD 21202
         The Company Office Telephone: (410) 752-5900 or (800) 638-2479
                       Counsel: Chadbourne & Parke L.L.P.
                Independent Accountants: Coopers & Lybrand L.L.P.

10

<PAGE>


                            THE ADAMS EXPRESS COMPANY

Board of Directors

Enrique R. Arzac(3,4)              Augustine R. Marusi(1,3)
Leigh Carter(1,3)                  W. Perry Neff(1,4)
Allan Comrie(2,4)                  Douglas G. Ober(1)
Daniel E. Emerson(1,3)             Landon Peters(1,3)
Thomas H. Lenagh(2,4)              John J. Roberts
W.D. MacCallan(2,4)                Robert J.M. Wilson(1,2)


1. Member of Executive Committee
2. Member of Audit Committee
3. Member of Compensation Committee
4. Member of Retirement Committee

Officers

Douglas G. Ober                Chairman and
                                 Chief Executive Officer
Joseph M. Truta                President
Richard F. Koloski             Executive Vice President
Joan E. Sinclair               Vice President--Research
Richard B. Tumolo              Vice President--Research
Simeon F. Wooten, III          Vice President--Research
J. G. Whitney                  Vice President and Secretary
Maureen A. Jones               Treasurer
R. M. Carlsson                 Assistant Treasurer
Geraldine H. Stegner           Assistant Secretary


                  Stock Data

Price (9/30/96)                          $20.125
Net Asset Value (9/30/96)                $23.81
Discount:                                 15.5%

New York Stock Exchange and Pacific Stock Exchange ticker symbol: ADX
Newspaper stock listings are generally under the abbreviation: AdaEx


             Distributions in 1996

From Investment Income                    $0.33
From Net Realized Gains                    0.03
    Total                                 $0.36


          1996 Dividend Payment Dates

                March 1, 1996
                June 1, 1996
                September 1, 1996
                December 27, 1996*

            *Anticipated

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                              THIRD QUARTER REPORT

                               September 30, 1996



               [Adams Express Company Logo][Registration symbol]




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                  WITH SOLID INVESTMENTS[Registration symbol]






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