COMPOSITE INCOME FUND INC
N-30D, 1996-08-13
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ECONOMIC AND
INTEREST RATE 
OUTLOOK 

FUNDS' INVESTMENT HIGHLIGHTS

FUNDS' PORTFOLIOS

FINANCIAL INFORMATION
     FINANCIAL STATEMENTS
     FINANCIAL HIGHLIGHTS
     NOTES TO FINANCIAL STATEMENTS

MORE ABOUT 
THE COMPOSITE 
GROUP
 
                               PRESIDENT'S MESSAGE

   Shorter  range,  bond  investors have  experienced  some dramatic  changes in
market direction. At the end of 1994 the fixed income markets had experienced an
unprecedented one-year decline. Was this to become longer-term market direction?
No way. Twelve months later, 1995 closed with significantly improved results. It
was an occasion of joy for traders and investors alike, from Wall Street to Main
Street. And then came 1996.
   In my message to shareholders in the December 31, 1995 Annual Report, you may
recall that my satisfaction  with 1995 results was tempered by a note of caution
about 1996 market direction. Unfortunately, this caution was well-founded as you
will discover in the pages ahead.
   Although long-term returns were quite positive, investment performance of the
three Composite Group bond funds was slightly  negative for the six-month period
ended June 30, 1996.  Class A share total returns at net asset value (before the
deduction of the maximum sales charge but including  reinvestment  of dividends)
were -2.40% from U.S.  Government  Securities Fund, -2.42% from Income Fund, and
- -1.77% from Tax-Exempt Bond Fund. For a more complete  discussion of performance
including  returns  to Class B  shareholders  and the  effect of  maximum  sales
charges, please refer to the Investment Highlights section of this report.
   While we take a long-term view toward investment  management,  we always have
to be sensitive to shorter-range  challenges.  We're entering just such a period
in the months ahead.  The  uncertainty of the economy and the likely increase in
interest rates if the Federal Reserve sees overheated growth is a concern.  When
coupled  with the  ongoing  debate  about  deficit  reduction  and the  market's
reaction to the outcome of the  presidential and  congressional  elections later
this  fall,  you can come  away  with some  sense of  what's  facing  investment
managers.
   Portfolio  management  -  never  an  easy  task -  requires  the  talents  of
experienced  people  working  with fund  investment  objectives  and the  market
conditions  handed them.  Although our bond fund  managers are  responsible  for
specific funds, they work as a team.  

[COMPOSITE GROUP BOND FUNDS INVESTMENT TEAM PHOTO (L TO R): AUDREY S. QUAYE, 
BRIAN L. PLACZEK, GARY J. POKRZYWINSKI.]

   With Fund  objectives  uppermost in mind, the managers  monitor  economic and
market  conditions,  immerse  themselves  in  relevant  research,  evaluate  all
portfolio holdings and, when circumstances  dictate, bring their recommendations
for  portfolio  additions  or deletions  to the group.  This shared  scrutiny on
securities selection is a process we have followed since the introduction of our
first  mutual fund in 1939 - one of the first 50 in the  nation.  We're proud of
the  work of our  team,  especially  in  periods  that  can be  most  charitably
described as difficult.
   We appreciate your business and continued faith in the long-term potential of
Composite Funds.

/s/ William G. Papesh
WILLIAM G. PAPESH
PRESIDENT

<PAGE>

                       ECONOMIC AND INTEREST RATE OUTLOOK
   INTEREST  RATES HAVE TAKEN FIXED income  investors for quite a roller coaster
ride.  After  declining  to nearly a 20-year  low of 5.80% in 1993,  yields from
30-year treasury bonds rose rapidly to 8.16% in 1994, then worked their way down
to 5.95% at the end of 1995. By June 30 of this year, the 30-year Treasury yield
has moved back up to 6.89%.
   At the end of 1995 the debate was  whether  the economy  could  produce  some
moderate  growth or whether it would  actually  slip into a recession.  Then the
government's  February  report that 624,000  non-farm  payroll jobs were created
during the month took the market by  surprise.  This has since been  followed by
several more indicators which document a healthy  economy:  record auto sales, a
high  level of home  sales,  and good  retail  sales.  The first  quarter  Gross
Domestic  Product  was  growing at an annual  rate of 2.3% and many  believe the
second quarter may approach 4%.
   Most  economists  do not believe the economy can long  support  such  growth.
There are  concerns  that  unemployment  is  already so low that  general  labor
shortages may develop and that factories,  already utilized at high levels,  may
not have enough  capacity to meet  demand.  It is feared that this  tightness in
factory capacity and labor markets will result in renewed inflation.
   On the bright side,  however,  the Federal  Reserve's  targets for growth and
inflation,  combined with the trend in interest rates,  demographics  and fiscal
policy,  give us reason to believe the markets are creating a buying opportunity
in the months ahead.
   First, the Federal Reserve, under the recently reconfirmed leadership of Alan
Greenspan,  has the will,  the means and the track record to slow an overheating
economy.  The Federal  Reserve has targeted an average growth rate of about 2.5%
and an inflation rate of no more than 3%. Long-term rates should approximate the
simple  addition of those two  numbers,  but one could add another 1% as a fudge
factor to get a fair value of 6.5% for long-term rates. If one has confidence in
the  Federal  Reserve,  then  a  30-year  Treasury  note  yielding  around  6.5%
constitutes a solid value.
   Second,  the trend of interest  rates has been  towards  both lower highs and
lower lows.  The 30-year  Treasury note was recently  below a 6% yield without a
recession.  Empirically,  this seems to indicate that should a recession  occur,
Treasury yields significantly below 6% may become a real possibility.
   Finally,  along with the steady hand of the Federal Reserve, a major force in
this  long-term  downward  trend  of  interest  rates  is the  aging of the baby
boomers.  Evolving  into  middle  age,  they are  forcing  Congress  to consider
enacting more conservative  fiscal measures.  With retirement  approaching,  the
baby boomers are pumping record levels of savings into the capital markets.  All
things equal,  reducing  federal  borrowing and increasing the supply of savings
should reduce the cost of capital and, therefore, interest rates.

<PAGE>
                              INVESTMENT HIGHLIGHTS
                     COMPOSITE U.S.GOVERNMENT SECURITIES,INC.

[CHART]
                    FUND PERFORMANCE
                  PERIODS ENDED 6/30/96
- ---------------------------------------------------------
                       SIX MONTHS

                                   CLASS A      CLASS B
                                   SHARES        SHARES
                                  ---------    ----------
TOTAL RETURN
(NOT ANNUALIZED)
 With sales charge                 -6.29%        -6.58%
 Without sales charge              -2.40%        -2.79%

PER SHARE
 Dividends                        $0.311        $0.269

NET ASSET VALUES
 Beginning                        $10.84        $10.84
 Ending                           $10.27        $10.27

30-DAY YIELD                       5.87%         5.27%
- ----------------------------------------------------------
                 AVERAGE ANNUAL TOTAL RETURNS

                                   WITH        WITHOUT
CLASS A                            SALES        SALES
SHARES                             CHARGE      CHARGE
- -----------                       ---------  ---------
ONE YEAR                           -0.59%      3.57%
FIVE YEARS                          6.12%      6.98%
TEN YEARS                           7.28%      7.72%

CLASS B
SHARES
- -----------
ONE YEAR                           -1.17%      2.74%
LIFE OF CLASS                       4.75%      5.58%
(SINCE 3/30/94)

- ----------------------------------------------------------
REFERENCE TO SALES CHARGES ABOVE IS BASED ON THE MAXIMUM 4% INITIAL SALES CHARGE
FOR CLASS A SHARES OR APPLICABLE CLASS B CONTINGENT DEFERRED SALES CHARGES OF 4%
FOR ONE YEAR AND 2% SINCE  MARCH 1994.  INFORMATION  PRESENTED  REPRESENTS  PAST
PERFORMANCE  WHICH  CANNOT  PREDICT  FUTURE  RESULTS.   INVESTMENT  RETURNS  AND
PRINCIPAL  VALUES OF FUND SHARES WILL  FLUCTUATE SO THAT AN  INVESTOR'S  SHARES,
WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST.

   AFTER SMOOTH  SAILING FOR ALL OF 1995,  the first half of 1996 was  difficult
for fixed income investors. Although longer-term performance continued positive,
the six-month period ended June 30, 1996 produced negative returns.  Indeed, the
significant 1 1/4% rise in long-term  interest rates produced  negative  returns
for any U.S. Treasury security with a maturity over 2 1/2 years.
   Notwithstanding the short-range returns, Composite U.S. Government Securities
benefited from its substantial  weighting in  mortgage-backed  securities  which
represented  70% of the  Fund's  portfolio.  When  interest  rates  were  lower,
homeowners had a much greater incentive to refinance.  As refinancing  occurred,
mortgage-backed  securities  were paid off earlier  than  expected  and security
holders likely  reinvested at lower rates. With interest rates moving higher the
prepayment  risk was  reduced and  mortgage-backed  securities  posted  positive
relative returns.
   The Fund's significant  position in mortgage-backed  securities demanded that
we develop a strategy to control the  prepayment  risk even though there is some
slight yield reduction. Experience shows that homeowners with low-rate mortgages
are much less likely to refinance  even in periods of much lower  interest rates
than  today.  Our  decision  then,  was to  position  over  40% of the  Fund  in
mortgage-backed  securities  that are well  protected  from  prepayments.  This,
combined with our  non-callable  U.S.  Treasury  obligation  (24%) and cash (6%)
positions, produces a favorable call structure for the Fund.
   The average  maturity of the Fund  remains in an  intermediate  range at 10.6
years.  This maturity  structure  allows the Fund to capture the majority of the
income or yield available in fixed income securities while being consistent with
the intermediate to long-term investment time horizon of shareholders.
   In  times  like  this it is  important  to keep in  mind  that  while  market
direction  can  negatively  impact  short-term  investment  returns,   long-term
performance  and security ought to be of principal  concern to  shareholders  of
this Fund. In our quest to meet the Fund's investment objectives, we continue to
avoid any excessively  volatile  securities and, although Fund shares themselves
are not guaranteed,  portfolio  investments are either direct  obligations of or
are guaranteed by the U.S. government, or collateralized by such securities.

<PAGE>
                             COMPOSITE INCOME FUND
                             INVESTMENT HIGHLIGHTS

[CHART]
               FUND PERFORMANCE
             PERIODS ENDED 6/30/96
- -----------------------------------------------------
                                   SIX MONTHS
     
                              CLASS A        CLASS B
                              SHARES         SHARES
                             ---------      ---------

TOTAL RETURN
(NOT ANNUALIZED)
 With sales charge            -6.29%         -6.68%
 Without sales charge         -2.42%         -2.90%

PER SHARE
Dividends                    $0.292         $0.256

NET ASSET VALUES
 Beginning                   $ 9.44         $ 9.46
 Ending                      $ 8.92         $ 8.93

30-DAY YIELD                  6.22%          5.67%
- -----------------------------------------------------
            AVERAGE ANNUAL TOTAL RETURNS

                    WITH         WITHOUT
CLASS A             SALES         SALES 
SHARES              CHARGE       CHARGE 
- -----------        --------     --------- 
ONE YEAR            0.22%         4.41%
FIVE YEARS          7.49%         8.37%
TEN YEARS           7.64%         8.07%

CLASS B
SHARES
- -----------
ONE YEAR           -0.36%         3.56%
LIFE OF CLASS       5.67%         6.50%
 (SINCE 3/30/94)
- --------------------------------------------------------
REFERENCE TO SALES CHARGES ABOVE IS BASED ON THE MAXIMUM 4% INITIAL SALES CHARGE
FOR CLASS A SHARES OR APPLICABLE CLASS B CONTINGENT DEFERRED SALES CHARGES OF 4%
FOR ONE YEAR AND 2% SINCE  MARCH 1994.  INFORMATION  PRESENTED  REPRESENTS  PAST
PERFORMANCE  WHICH  CANNOT  PREDICT  FUTURE  RESULTS.   INVESTMENT  RETURNS  AND
PRINCIPAL VALUES OF FUND SHARES WILL FLUCTUATE SO THAT AN INVESTOR'S
SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST.


   AS INDICATED EARLIER IN THIS REPORT,  interest rate movements in the past six
months produced  disappointing  short-term  results across the broad spectrum of
the bond markets. While we are pleased with the relative positive performance of
Composite  Income Fund over the  longer-term,  returns for the six-month  period
ended June 30, 1996 were slightly negative.
   At the start of the year the market was expecting weak economic  growth and a
consequent  reduction in interest rates by the Federal Reserve. But such was not
the case.  Long-term  interest rates increased 1 1/4% during the period and, now
with a change  in the  outlook  for the  economy,  there is the  possibility  of
further credit tightening by the Federal Reserve.
   Fortunately,  1995 produced  exceptionally  positive results for shareholders
and,  although  the latest  period  has been  difficult,  the Fund has  provided
attractive returns longer-term as the chart shows.
   Currently,  the average quality of the portfolio is A1/A+ as rated by Moody's
and  Standard & Poor's,  respectively.  Portfolio  composition  includes  37% in
high-quality  corporate bonds; 20% in below-investment grade securities as rated
by either  agency  (sometimes  called "junk  bonds") for the higher  yields they
provide; 20% in mortgage-backed  securities;  and 23% in U.S. Treasury notes and
cash equivalents.
   While the credit spread - the extra income received by owning corporate bonds
instead of Treasuries - has narrowed over the last few years,  we feel there are
sufficient  opportunities  offering  attractive  income. Our credit research and
relative value  analysis lead us to favor bonds of companies  whose earnings are
less sensitive to economic  activity,  such as those in the health care, defense
and media sectors.
   We  continue  to employ an  intermediate-term  average  maturity  profile  of
approximately  12 years for two reasons  that are  especially  important  in the
current  environment.  The  first is our quest to  capture  a maximum  amount of
current income  consistent with  preservation  of capital.  And the second is to
make appropriate investments consistent with the intermediate to  long-term time
horizon of shareholders.
   The  fixed  income  investor  has had to  learn to  accept a higher  level of
short-term  volatility  over the last several years.  But as the investor's time
horizon  lengthens,  volatility  can be reduced  and the  potential  for meeting
investment objectives has a greater opportunity for success.

<PAGE>
                       INVESTMENT HIGHLIGHTS (CONTINUED)
                         COMPOSITE TAX-EXEMPT BOND FUND

   THE  FIRST  HALF OF  1996  HAS HAD a rough  start  and,  although  municipals
performed relatively better than taxable bonds, their yields were generally down
for the period. Composite Tax-Exempt Bond Fund's total return for the six-months
ended June 30, 1996 was slightly negative.
   In the  Investment  Highlights  for  year-end  1995,  we spoke of the greater
relative value that  municipals  offered in comparison to taxable  bonds.  As we
anticipated, during the first half of 1996 municipal yields declined relative to
the  yields of  taxable  bonds,  as  marketplace  fears of  radical  tax  reform
subsided.  Although the 10-year U.S. Treasury bond yield climbed 1.09% to 6.71%,
the 10-year AAA municipal  bond's yield ratio to Treasury  yields  declined from
83.7% to 76.0%.  That ratio decline lessened the potential  decline in municipal
prices by about 0.60%.
   The Fund maintains a strong average  quality of Aa/AA, as measured by Moody's
and  Standard  and  Poor's,  respectively,  and has an average  maturity of 10.5
years.  Looking  forward,  we positioned the portfolio to take advantage of near
term  uncertainties.   We  reduced  the  Fund's  exposure  to  bonds  that  were
particularly  sensitive to rising  interest  rates and increased the holdings of
short-term  securities  to permit us to more  easily  take  advantage  of market
opportunities.  We hold 57% of the  portfolio in  non-callable  bonds,  which we
believe compares quite favorably with other funds.  Given a trend of lower highs
and lower lows in interest rates, non-callable bonds provide valuable protection
in the long run against the risk of reinvesting called bonds at lower yields.
   In the near term,  supply  constraints in municipal bonds may create a better
relative value in municipal  bonds  compared to taxable  bonds.  It is estimated
that  maturities  and scheduled  calls of prerefunded  bonds will  substantially
increase the liquidity for municipal bond holders while creating a net reduction
of $10 billion in the supply of municipal  bonds during July. The general prices
of municipal bonds may receive extra support if those investors seek to reinvest
in what will be a smaller municipal pie.
   If the investor's  expected marginal tax rate is 28%, then the 5.10% yield of
a AAA 10-year municipal bond translates to 7.08% on a taxable  equivalent basis.
On a taxable  equivalent  basis this is .37% over the 10-year  treasury yield of
6.71%.  Consistent with Fund investment  objectives,  we will attempt to capture
these and other yield values we see ahead. 

[CHART]
                   FUND PERFORMANCE
                PERIODS ENDED 6/30/96
- -----------------------------------------------------------
                     SIX MONTHS

                         CLASS A             CLASS B
                         SHARES              SHARES
                       -----------         -----------
TOTAL RETURN
(NOT ANNUALIZED)
 With sales charge       -5.65%              -6.00%
 Without sales charge    -1.77%              -2.17%

PER SHARE
  Dividends              $0.188              $0.157

NET ASSET VALUES
 Beginning               $ 8.02              $ 8.02
 Ending                  $ 7.69              $ 7.69

30-DAY YIELD              4.28%               3.61%
- -----------------------------------------------------------

               AVERAGE ANNUAL TOTAL RETURNS

                          WITH          WITHOUT     
 CLASS A                  SALES          SALES  
 SHARES                  CHARGE         CHARGE 
- -----------             ---------      ---------
ONE YEAR                  1.42%          5.66%
FIVE YEARS                6.57%          7.45%
TEN YEARS                 7.11%          7.55%

 CLASS B
 SHARES
- ------------
ONE YEAR                  0.82%          4.82%
LIFE OF CLASS             4.77%          5.60%
(SINCE 3/30/94)
- -----------------------------------------------------------
REFERENCE TO SALES CHARGES ABOVE IS BASED ON THE MAXIMUM 4% INITIAL SALES CHARGE
FOR CLASS A SHARES OR APPLICABLE CLASS B CONTINGENT DEFERRED SALES CHARGES OF 4%
FOR ONE YEAR AND 2% SINCE  MARCH 1994.  INFORMATION  PRESENTED  REPRESENTS  PAST
PERFORMANCE  WHICH  CANNOT  PREDICT  FUTURE  RESULTS.   INVESTMENT  RETURNS  AND
PRINCIPAL  VALUES OF FUND SHARES WILL  FLUCTUATE SO THAT AN  INVESTOR'S  SHARES,
WHEN  REDEEMED,  MAY BE WORTH MORE OR LESS THAN THEIR  ORIGINAL COST. IN CERTAIN
CIRCUMSTANCES,  THE  ALTERNATIVE  MINIMUM TAX, AS WELL AS STATE AND LOCAL TAXES,
MAY APPLY.

<TABLE>
<CAPTION>                        
COMPOSITE
U.S.
GOVERNMENT 
SECURITIES, INC.

PORTFOLIO OF
INVESTMENTS
IN SECURITIES
JUNE 30, 
1996

                   COMPOSITE U.S. GOVERNMENT SECURITIES PORTFOLIO (UNAUDITED)
  PRINCIPAL                                                                        MARKET
   AMOUNT                                                                          VALUE
- ------------                                                                    ------------
<S>            <C>                                                              <C>
                        U.S. TREASURY OBLIGATIONS-24.50%
$ 6,500,000    U.S. Treasury Bond, 7.50%, due 11/15/2016..................      $ 6,829,063
 15,000,000    U.S. Treasury Bond, 7.25%, due 05/15/2016..................       15,370,305
  9,500,000    U.S. Treasury Bond, 7.25%, due 08/15/2022..................        9,737,500
  6,500,000    U.S. Treasury Bond, 6.25%, due 08/15/2023..................        5,890,625
                                                                                ------------
               TOTAL U.S. TREASURY OBLIGATIONS (cost $40,237,579).........       37,827,493
                                                                                ------------
                       MORTGAGE-BACKED SECURITIES-69.47%
                GOVERNMENT NATIONAL MORTGAGE ASSOCIATION-48.97%
     73,274    14.00%, due 06/15/2011.....................................           86,372
    109,339    13.50%, due 08/15/2014 to 12/15/2014.......................          128,473
     16,494    11.50%, due 07/15/2015.....................................           18,773
  3,816,262    9.50%, due 07/15/2016 to 09/15/2020........................        4,082,191
  2,038,190    8.50%, due 05/15/2022......................................        2,098,048
  1,849,393    8.00%, due 04/15/2022......................................        1,867,874
 27,194,842    7.00%, due 07/15/2008 to 08/15/2023........................       26,461,285
  6,680,692    6.875%, due 09/20/2022.....................................        6,746,003
 31,622,210    6.50%, due 03/20/2022 to 04/15/2026........................       29,639,613
  4,989,624    6.00%, due 04/20/2026......................................        4,490,627
                                                                                ------------
                                                                                 75,619,259
                                                                                ------------
                GNMA COLLATERALIZED MORTGAGE OBLIGATIONS-20.50%
  1,041,329    Federal National Mortgage Association, 8.50%, due 02/25/2018       1,054,117
  4,000,000    Federal National Mortgage Association, 8.25%, due 05/25/2020       4,126,640
  6,408,000    Federal National Mortgage Association, 8.00%, due 06/25/2005       6,576,915
  1,950,000    Federal National Mortgage Association, 7.50%, due 08/25/2001       1,989,371
  2,230,000    Federal National Mortgage Association, 6.00%, due 08/25/2007       2,156,499
    610,855    Federal National Mortgage Association, 5.75%, due 10/25/2010         608,828
  8,500,000    Federal Home Loan Mortgage Corporation,
                 6.85%, due 07/25/2018....................................        8,405,310
  4,900,000    Merrill Lynch, 6.50%, due 08/27/2015.......................        4,652,354
  1,521,000    Mortgage Capital Trust, 9.25%, due 06/01/2017..............        1,578,038
    492,016    Morgan Stanley, 8.975%, due 06/01/2001.....................          497,468
                                                                                ------------
                                                                                 31,645,540
                                                                                ------------
               TOTAL MORTGAGE-BACKED SECURITIES (cost $108,434,260).......      107,264,799
                                                                                ------------

 
                          REPURCHASE AGREEMENT-5.67%
$ 8,749,000    Repurchase agreement with First Boston, collateralized by
               a U.S. Treasury Note, in a joint trading account at 5.25%
               dated 06/28/1996, due 07/01/1996 with a maturity value
               of $8,752,828 (cost $8,749,000)............................        8,749,000
                                                                                ------------
               TOTAL INVESTMENTS (cost $157,420,839)......................      153,841,292
               Other assets ($1,443,392) less liabilities ($879,536)......          563,856
                                                                                ------------
               NET ASSETS.................................................     $154,405,148
                                                                                ============
</TABLE>
FEDERAL INCOME TAX INFORMATION:
Net  unrealized  depreciation  of  investments  at June 30, 1996, of $3,579,547,
based on aggregate cost of $157,420,839,  was composed of gross  depreciation of
$5,219,101  for  investments  having  an  excess  of cost  over  value and gross
appreciation of $1,639,554 for investments having an excess of value over cost.

OTHER INFORMATION:
Purchases  and  sales  (including   maturities  and  principal   repayments)  of
investment securities other than short-term investments,  all of which were U.S.
government  securities,  aggregated  $24,635,702 and $46,870,907,  respectively,
during  the   six-months   ended  June  30,  1996.   Principal   repayments   of
mortgage-backed securities aggregated $7,144,151.


See accompanying notes to financial statements.

<PAGE>
<TABLE>
<CAPTION>
COMPOSITE
INCOME
FUND, INC.

PORTFOLIO OF
INVESTMENTS
IN SECURITIES
JUNE 30,
1996                                   

                   COMPOSITE INCOME FUND PORTFOLIO (UNAUDITED)
                  
  PRINCIPAL                                                                      MARKET
   AMOUNT                                                                         VALUE
- -------------                                                                 -------------
                      
<S>            <C>                                                           <C>
                        U.S. TREASURY OBLIGATIONS-15.38%
$ 2,100,000    U.S. Treasury Bond, 7.50%, due 11/15/2024..................   $ 2,226,655
  4,225,000    U.S. Treasury Bond, 7.25%, due 08/15/2022..................     4,330,625
  5,425,000    U.S. Treasury Bond, 6.25%, due 08/15/2023..................     4,916,406
  1,000,000    U.S. Treasury Note, 7.75%, due 01/31/2000..................     1,042,812
  1,000,000    U.S. Treasury Note, 5.875%, due 03/31/1999.................       990,312
  1,000,000    U.S. Treasury Bill, 7.50%, due 12/31/1996..................     1,010,312
                                                                              -----------
               TOTAL U.S. TREASURY OBLIGATIONS (cost $14,189,398).........    14,517,122
                                                                              -----------
                        MORTGAGE-BACKED SECURITIES-20.42% 
                  FEDERAL HOME LOAN MORTGAGE CORPORATION-0.34%
    311,171    9.00%, due 12/01/2004.......................................      322,743
                                                                              -----------
                GOVERNMENT NATIONAL MORTGAGE ASSOCIATION-15.65%
  3,647,754    7.00%, due 08/15/2008, 07/15/2023..........................     3,564,305
  9,468,184    6.50%, due 08/15/2023 to 03/15/2024........................     8,824,398
  2,627,276    6.00%, due 02/15/2024......................................     2,377,667
                                                                              -----------
                                                                              14,766,370
                                                                              -----------
                   COLLATERALIZED MORTGAGE OBLIGATIONS-4.43%
  1,750,000    Donaldson, Lufkin & Jenrette, 7.35%, due 12/18/2003........     1,687,684
  1,000,000    Federal Home Loan Mortgage Corporation, 8.75%, due 06/15/2005   1,031,150
  1,000,000    Federal Home Loan Mortgage Corporation, 7.50%, due 07/15/2020   1,011,890
     69,345    Merrill Lynch Mortgage Investors, 9.70%, due 06/15/2008....        70,610
    215,881    Morgan Stanley Mortgage Trust, 9.30%, due 07/01/2017.......       216,756
    158,015    Shearson Lehman, 8.75%, due 08/27/2017.....................       158,704
                                                                              -----------
                                                                               4,176,794
                                                                              -----------
               TOTAL MORTGAGE-BACKED SECURITIES (cost $19,915,226)........    19,265,907
                                                                              -----------
                             CORPORATE BONDS-47.60% 
                            AEROSPACE/DEFENSE-3.37% 
$ 1,000,000    Boeing Company, 8.75%, due 08/15/2021......................   $ 1,134,334
  1,000,000    Loral Corporation, 8.375%, due 06/15/2024..................     1,063,219
  1,000,000    Loral Corporation, 7.625%, due 06/15/2025..................       980,887
                                                                             ------------
                                                                               3,178,440
                                                                             ------------
                             BANKING/FINANCE-7.48%
  1,000,000    Bank of New York, 7.875%, due 11/15/2002...................     1,041,068
  1,200,000    First Nationwide, 10.00%, due 10/01/2006...................     1,339,519
  1,000,000    General Motors Acceptance Corporation, 8.00%, due 04/10/1997    1,014,958
  1,250,000    Kemper Corporation, 6.875%, due 09/15/2003.................     1,225,490
  1,000,000    Manufacturers and Traders Trust Company, 8.125%, due 12/01/2002 1,049,746
    500,000    Mercantile Bank, 7.625%, due 10/15/2002....................       511,880
  1,000,000    Norwest Corporation, 6.65%, due 10/15/2023.................       878,388
                                                                              -----------
                                                                               7,061,049
                                                                              -----------
                             BROADCAST/MEDIA-4.60%
    850,000    Golden Books Publishing, Inc., 7.65%, due 09/15/2002.......       701,250
    750,000    Tele-Communications, Inc., 9.25%, due 01/15/2023...........       738,515
  2,000,000    Time Warner, Inc., 9.15%, due 02/01/2023...................     2,065,982
  1,000,000    Westinghouse Corporation, 7.875%, due 09/01/2023...........       838,573
                                                                              -----------
                                                                               4,344,320
                                                                              -----------
                       CONSUMER PRODUCTS & SERVICES-3.10%
    750,000    Conagra, Inc., 9.75%, due 03/01/2021.......................        882,353
  2,000,000    Dart & Kraft Finance NV, 7.75%, due 11/30/1998.............      2,045,364
                                                                              -----------
                                                                                2,927,717
                                                                              -----------
                           ENTERTAINMENT/GAMING-0.53%
    500,000    Riviera Holdings Corporation, 11.00%, due 12/31/2002........       497,500
                                                                              -----------
                             HEALTH & MEDICAL-2.75%
    850,000    American Home Products Corporation, 7.25%, due 03/01/2023..        816,861
    678,000    American Medical International, zero coupon, due 08/12/1997        614,113
  1,250,000    FHP International, 7.00%, due 09/15/2003...................      1,167,855
                                                                              -----------
                                                                                2,598,829
                                                                              -----------
                       INDUSTRIAL PRODUCTS/SERVICES-0.57%
    500,000    Crane Company, 8.50%, due 03/15/2004.......................        535,100
                                                                              -----------
                                INSURANCE-3.94%
    300,000    CII Financial, 7.50%, due 09/15/2001 (Convertible).........        273,750
  2,000,000    Continental Corporation, 7.25%, due 03/01/2003.............      1,990,208
  1,450,000    Integon Corporation, 8.00%, due 08/15/1999.................      1,454,855
                                                                              -----------
                                                                                3,718,813
                                                                              -----------
                                OILS & GAS-3.27%
$ 1,600,000    Burlington Resources, 9.125%, due 10/01/2021...............    $ 1,818,715
  1,000,000    Coastal Corporation, 10.75%, due 10/01/2010................      1,261,880
                                                                              -----------
                                                                                3,080,595
                                                                              -----------
                         PAPER & FOREST PRODUCTS-0.99%
  1,000,000    Weyerhaeuser Corporation, 7.125%, due 07/15/2023...........        938,406
                                                                              -----------
                       REAL ESTATE INVESTMENT TRUST-2.94%
    500,000    Developers Diversified Realty, 6.58%, due 02/06/2001.......        478,996
  1,100,000    Franchise Finance Corporation, 7.875%, due 11/30/2005......      1,065,342
    900,000    Franchise Finance Corporation, 7.00%, due 11/30/2000.......        876,900
    350,000    Meditrust, 7.50%, due 03/01/2001 (Convertible).............        350,438
                                                                              -----------
                                                                                2,771,676
                                                                              -----------
                          RETAIL/WHOLESALE SALES-3.40%
  2,500,000    Costco Wholesale Corporation, 5.75%,
                 due 05/15/2002 (Convertible).............................      2,334,375
  1,000,000    Fleming Companies, Inc., 5.77%, due 08/06/1998.............        876,122
                                                                              -----------
                                                                                3,210,497
                                                                              -----------
                              TRANSPORTATION-3.30%
    398,000    Air Wisconsin, 7.75%, due 06/15/2010 (Convertible).........        370,638
  1,000,000    AMR Corporation, 9.75%, due 03/15/2000.....................      1,091,468
  1,500,000    Burlington Northern, 8.75%, due 02/25/2022.................      1,646,843
                                                                              -----------
                                                                                3,108,949
                                                                              -----------
                            UTILITIES/ELECTRIC-7.36%
  1,131,000    El Paso Electric Company, 7.25%, due 02/01/1999............      1,119,690
  1,000,000    Niagara Mohawk Power, 9.75%, due 11/01/2005................        994,356
    500,000    Niagara Mohawk Power, 8.77%, due 01/01/2018................        445,246
  1,000,000    Pacific Gas and Electric, 9.08%, due 12/15/1997............      1,037,169
  2,000,000    Public Service Company of New Hampshire, 9.17%, due 05/15/1998   2,068,074
  1,200,000    Texas Utilities Electric, 9.50%, due 08/01/1999............      1,283,562
                                                                              -----------
                                                                                6,948,097
                                                                              -----------
               TOTAL CORPORATE BONDS (cost $45,264,775)...................     44,919,988
                                                                              -----------
                     U.S. DOLLAR FOREIGN OBLIGATIONS-5.90%
$ 1,100,000    Fomento Economico Mexicano SA, 9.50%, due 07/22/1997.......      1,116,721
  2,000,000    Province of Alberta, 9.25%, due 04/01/2000.................      2,174,720
  1,750,000    United Mexican States, Series A, 6.25%, due 12/31/2019.....      1,137,500
  1,750,000    United Mexican States, Series B, 6.25%, due 12/31/2019.....      1,137,500
                                                                              -----------
               TOTAL FOREIGN OBLIGATIONS (cost $5,191,866)................      5,566,441
                                                                              -----------

                              PREFERRED STOCK-1.31%
                                 INSURANCE-0.86%
     Shares
    --------                                           
     14,000    Integon Corporation (Convertible)..........................        808,500
                                                                              -----------
                       REAL ESTATE INVESTMENT TRUST-0.46%
     13,600    First Industrial Realty Trust..............................        329,800
      5,000    Wellsford Residential Property Trust (Convertible).........        101,250
                                                                              -----------
                                                                                  431,050
                                                                              -----------
               TOTAL PREFERRED STOCK (cost $1,101,470)....................      1,239,550
                                                                              -----------
                           REPURCHASE AGREEMENT-7.80%
  Principal
    Amount
- -------------
$ 7,359,000    Repurchase agreement with First Boston, collateralized
               by a U.S. Treasury Note, in a joint trading account at 5.25%
               dated 06/28/1996, due 07/01/1996 with a maturity value
               of $7,362,220 (cost $7,359,000)............................      7,359,000
                                                                              -----------
               TOTAL INVESTMENTS (cost $93,021,735).......................     92,868,008
               Other assets ($1,878,697), less liabilities ($376,097).....      1,502,600
                                                                              -----------
               NET ASSETS.................................................   $ 94,370,608
                                                                              =========== 
</TABLE>
                                                                             
FEDERAL INCOME TAX INFORMATION:
Net unrealized depreciation of investments at June 30, 1996, of $153,727,  based
on  aggregate  cost of  $93,021,735,  was  composed  of  gross  depreciation  of
$1,851,043 for those  investments  having an excess of cost over value and gross
appreciation of $1,697,316 for investments having an excess of value over cost.

OTHER INFORMATION:
Purchases  and  sales  (including   maturities  and  principal   repayments)  of
investment securities, other than short-term investments, aggregated $20,434,432
and $25,790,116,  respectively, during the six-month period ended June 30, 1996,
including  purchases and sales of U. S. government  securities of $6,496,614 and
$11,192,452,  respectively.  Principal repayments of mortgage-backed  securities
aggregated $1,298,701.


See accompanying notes to financial statements.

<PAGE>

COMPOSITE
TAX-EXEMPT
BOND FUND,
  INC.

PORTFOLIO OF
INVESTMENTS 
IN SECURITIES
JUNE 30,
1996

                 COMPOSITE TAX-EXEMPT BOND FUND PORTFOLIO (UNAUDITED)
<TABLE>
<CAPTION>
                         
  PRINCIPAL                                                                     MARKET
   AMOUNT                                                                        VALUE
- -------------                                                                ------------   
                     

<S>            <C>                                                           <C>
                      STATE AND MUNICIPAL SECURITIES-85.20%
                                 ALASKA-2.20% 
$ 5,000,000    Valdez Marine Term Revenue (Mobil Alaska Pipeline),
                 5.75%, due 11/01/2028....................................   $ 4,734,900
                                                                              -----------
                                 ARIZONA-7.15% 
  7,000,000    Phoenix General Obligation, 5.55%, due 07/01/2009..........     7,113,540
  5,000,000    Salt River Project Agricultural Improvement & Power District
                 Electrical System Revenue, Series C, 6.25%, due 01/01/2019    5,149,150
  3,000,000    Salt River Project Agricultural Improvement & Power District 
                 Electrical System Revenue, Series A, 5.75%, due 01/01/2009    3,084,960
                                                                             ------------
                                                                              15,347,650
                                                                             ------------
                                CALIFORNIA-5.72%
  6,000,000    San Diego Industrial Development Revenue (San Diego
                 Gas & Electric), Series A, AMBAC, 5.90%, due 06/01/2018..     5,988,720
  3,000,000    Santa Barbara County Certificate of Participation,
                 Prerefunded, 7.40%, due 02/01/2007.......................     3,309,180
  3,000,000    Orange County Recovery Certificate Participation,
                 Series A, MBIA, 6.00%, due 07/01/2026....................     2,985,510
                                                                             ------------
                                                                              12,283,410
                                                                             ------------
                                 COLORADO-2.54%
  2,225,000    Colorado Springs Utilities System Revenue,
                 Prerefunded, 6.75%, due 11/15/2021.......................     2,467,970
  2,775,000    Colorado Springs Utilities System Revenue, 6.75%, due 
                 11/15/2021 ..............................................     2,991,395
                                                                             ------------
                                                                               5,459,365
                                                                             ------------

                                 FLORIDA-4.79% 
  5,000,000    Jacksonville Electric Authority Revenue (St. Johns River
                 Power-2-Series 7), 5.75%, due 10/01/2012.................     5,024,500
  5,000,000    Orlando Utilities Commission Water & Electric Revenue,
                 6.00%, due 10/01/2010....................................     5,262,050
                                                                             ------------
                                                                              10,286,550
                                                                             ------------
                                 GEORGIA-6.13% 
  5,000,000    Georgia State General Obligation, 6.30%, due 03/01/2009....     5,435,100
  8,000,000    Georgia Municipal Electric Authority Power Revenue,
                 Series C, 5.70%, due 01/01/2019..........................     7,739,200
                                                                             ------------
                                                                              13,174,300
                                                                             ------------
                                 HAWAII-3.78% 
  2,000,000    Honolulu City & County General Obligation,
                 6.00%, due 01/01/2012....................................     2,098,080
  5,555,000    Hawaii State General Obligation, 6.40%, due 03/01/2009.....     6,019,676
                                                                             ------------
                                                                               8,117,756
                                                                             ------------
                                 ILLINOIS-9.67%
$ 3,665,000    Chicago Gas Supply Revenue (Peoples Gas),
                 6.875%, due 03/01/2015...................................   $ 3,910,775
  4,000,000    Chicago Wastewater Transmission Revenue,
                 Prerefunded, 6.75%, due 11/15/2020.......................     4,385,400
  2,000,000    Illinois Education Facilities Authority Revenue (University
                 of Chicago), Prerefunded, 7.10%, due 12/01/2025..........     2,068,200
  5,000,000    Illinois State Sales Tax Revenue Series N,
                 Prerefunded, 7.00%, due 06/15/2020.......................     5,567,850
  6,000,000    Metropolitan Pier and Exposition Authority Dedicated State
                 Tax Revenue, FGIC,  zero coupon, due 06/15/2009..........     2,823,420
  4,000,000    Metropolitan Pier and Exposition Authority Dedicated State
                 Tax Revenue, FGIC,  zero coupon, due 06/15/2008..........     2,018,320
                                                                             ------------
                                                                              20,773,965
                                                                             ------------
                                 INDIANA-2.95% 
  6,000,000    Indiana Municipal Power Agency Revenue,
                 Series A, 6.125%, MBIA, due 01/01/2013...................     6,326,460
                                                                             ------------

                                 MARYLAND-2.53%
  5,000,000    Mayor & City Council of Baltimore Port Facility Revenue
                 (DuPont), 6.50%, due 10/01/2011..........................     5,423,150
                                                                             ------------
                              
                               MISSISSIPPI-2.04%
  4,000,000    Lowndes County Solid Waste Disposal & Pollution Control
                 Revenue (Weyerhaeuser), 6.80%, due 04/01/2022............     4,384,120
                                                                             ------------
                                 NEBRASKA-4.40%
  7,000,000    Omaha Public Power District Electric Revenue, Series B,
                 6.15%, due 02/01/2012....................................     7,483,210
  2,000,000    Omaha Public Power District Electric Revenue, Series C,
                 5.50%, due 02/01/2014....................................     1,976,580
                                                                             ------------
                                                                               9,459,790
                                                                             ------------
                                NEW MEXICO-0.73%
  1,500,000    Lordsburg Pollution Control Revenue (Phelps Dodge),
                 6.50%, due 04/01/2013....................................     1,556,550
                                                                             ------------

                              NORTH CAROLINA-2.50%
  5,000,000    North Carolina Eastern Municipal Power, 7.00%, 
                 due 01/01/2008...........................................     5,363,950
                                                                             ------------
                               NORTH DAKOTA-2.16%
  4,370,000    Mercer County Pollution Control Revenue (Otter Tail Power),
                 6.90%, due 02/01/2019....................................     4,646,446
                                                                             ------------
                                 OREGON-3.44% 
$ 6,230,000    Washington County, Oregon (Criminal Justice Facilities)
                 General Obligation, 6.00%, due 12/01/2012................   $ 6,431,104
  1,000,000    Oregon State Dept. of Administrative Services, Certificate of
                 Participation, Series A, MBIA, 5.50%, due 11/01/2020.....       962,940
                                                                             ------------
                                                                               7,394,044
                                                                             ------------
                                TENNESSEE-2.42%
  5,000,000    Memphis Electric System Revenue, 5.625%, due 01/01/2002....     5,193,900
                                                                             ------------
                                  TEXAS-1.55% 
  3,000,000    Harris County Toll Road Revenue, Prerefunded,
                 8.25%, due 08/15/2007....................................     3,328,590
                                                                             ------------
                               WASHINGTON-16.06%
  4,500,000    King County Washington School District #415 Kent,
                 General Obligation Series C, 6.30%, due 12/01/2008.......     4,827,060
  2,750,000    Snohomish County School District #2 - Everett General
                 Obligation, Prerefunded, 7.20%, due 12/01/2010...........     3,036,935
  2,000,000    Spokane County Water District #3 Revenue,
                 Prerefunded, 7.60%, due 01/01/2008.......................     2,150,180
  3,185,000    University of Washington Housing and Dining Revenue Bond,
                 Prerefunded, 7.00%, due 12/01/2021.......................     3,566,085
  1,000,000    University of Washington Housing and Dining Revenue Bond,
                 7.00%, due 12/01/2021....................................     1,091,030
  1,750,000    Washington Health Care Facilities Authority Revenue,
                 Fred Hutchinson Cancer Center, 7.375%, due 01/01/2018....     1,886,098
  1,750,000    Washington Health Care Facilities Authority Revenue,
                 Fred Hutchinson Cancer Center, 7.20%, due 01/01/2007.....     1,893,675
  3,500,000    Washington Public Power Supply System Nuclear Project
                 Number 2 Revenue, Prerefunded, 7.625%, due 07/01/2010....     3,958,430
  4,900,000    Washington State General Obligation,
                 Series B, 6.40%, due 06/01/2017..........................     5,268,921
  7,570,000    Washington State General Obligation,
                 Series B, 5.00%, due 05/01/2017..........................     6,829,729
                                                                             ------------
                                                                              34,508,143
                                                                             ------------
                                WISCONSIN-0.51%
  1,000,000    Wisconsin Health & Education Facility Authority Revenue,
                 Waukesha Memorial Hospital Series A, AMBAC,
                 7.125%, due 08/15/2007...................................     1,089,750
                                                                             ------------
                                 WYOMING-1.93% 
  4,000,000    Sweetwater County Pollution Control Revenue (Idaho Power
                 Co. Project-A), 7.625%, due 12/01/2014...................     4,149,400
                                                                             ------------
               TOTAL STATE AND MUNICIPAL SECURITIES (cost $171,605,103)...   183,002,189
                                                                             ------------
                         SHORT-TERM INVESTMENTS-11.18%
    700,000    Delaware State Economic Development,
                 Variable Rate Demand Obligation, 3.60%*..................       700,000
    500,000    Garfield County, Oklahoma Industrial Authority,
                 Variable Rate Demand Obligation, 3.45%*..................       500,000
  1,500,000    Huntington Beach, California, Multifamily Housing Revenue,
                 Variable Rate Demand Obligation, 3.35%*..................     1,500,000
  1,500,000    Irvine California Improvement Bond Act 1915, Assessment
                 District #89-10, Variable Rate Demand Obligation, 3.50%*.     1,500,000
    400,000    L.A. California Regional Airports, Improvement Corp
                 Lease Revenue, Variable Rate Demand Obligation, 3.65%*...       400,000
  3,500,000    Louisiana State Recovery District Sales Tax Revenue,
                 Variable Rate Demand Obligation, 3.65%*..................     3,500,000
  1,600,000    Mesa, Arizona, Municipal Development General Obligation,
                 Commercial Paper, 3.55%, due 07/24/1996..................     1,600,000
  3,500,000    Michigan State Strategic Fund Pollution Control Revenue,
                 Variable Rate Demand Obligation, 3.40%*..................     3,500,000
  4,200,000    Michigan State Hospital Financial Authority Hospital Equipment
                Loan Program Insured, Variable Rate Demand Obligation, 3.65%*  4,200,000
  4,890,000    New Jersey State General Obligation, Prerefunded,
                 6.50%, due 08/15/1996....................................     4,979,007
    125,500    Nuveen Tax-Exempt Money Market Fund, 3.11%.................       125,500
  1,500,000    Wilmington Hospital Revenue, Franciscan Health, Series A,
                 Variable Rate Demand Obligation, 3.65%*..................     1,500,000
                                                                             ------------
               TOTAL SHORT TERM INVESTMENTS (cost $24,004,507)............    24,004,507
                                                                             ------------
               TOTAL INVESTMENTS (cost $195,609,610)......................   207,006,696
               Other assets ($8,216,289) less liabilities ($435,989)......     7,780,300
                                                                             ------------
               NET ASSETS.................................................  $214,786,996
                                                                             ============

</TABLE>
*Variable  Rate  Demand  Obligations  are  payable on demand and are  secured by
letters of credit or other credit support.  The interest rate,  which is subject
to change periodically, is based on an index of market interest rates.

FEDERAL INCOME TAX INFORMATION:
Net unrealized  appreciation  of  investments at June 30, 1996, of  $11,397,086,
based on aggregate cost of $195,609,610,  was composed of gross  appreciation of
$11,624,578  for  investments  having  an  excess  of value  over cost and gross
depreciation of $227,492 for investments having an excess of cost over value.

OTHER INFORMATION:
Purchases and sales of investment securities, other than short-term investments,
aggregated $4,107,249 and $31,589,983, respectively, during the six-month period
ended June 30, 1996.

See accompanying notes to financial statements.

<PAGE>
<TABLE>
<CAPTION>
FINANCIAL
INFORMATION
JUNE 30,
1996

                              STATEMENTS OF ASSETS AND LIABILITIES
                                    JUNE 30, 1996 (UNAUDITED)

                                                   COMPOSITE         COMPOSITE         COMPOSITE
                                                U.S. GOVERNMENT       INCOME           TAX-EXEMPT
                                                SECURITIES, INC.     FUND, INC.      BOND FUND, INC.
                                                ----------------   --------------  ------------------
<S>                                              <C>               <C>               <C>
ASSETS
Investments at market (identified cost
  $157,420,839, $93,021,735, and
  $195,609,610, respectively)..................  $153,841,292      $ 92,868,008      $207,006,696
Cash...........................................            91             8,600            38,478
Prepaid expense................................        18,918            17,061            19,561
Receivable for:
  Interest.....................................     1,278,630         1,629,567         3,337,890
  Investment securities sold...................             -           203,065         4,719,229
  Sale of Fund's shares........................       145,753            20,405           101,131
                                                 ---------------    -------------  -----------------
Total assets...................................   155,284,684        94,746,706       215,222,985
                                                 ---------------    -------------  -----------------
LIABILITIES
Payable for:
  Repurchase of Fund's shares..................       580,107           186,733           139,433
  Dividends....................................       204,135           127,422           190,775
  Accrued expenses and other payables..........        95,294            61,943           105,781
                                                 ---------------    -------------  -----------------
Total liabilities..............................       879,536           376,098           435,989
                                                 ---------------    -------------  -----------------
NET ASSETS ....................................  $154,405,148      $ 94,370,608      $214,786,996
                                                 ===============    =============  =================
COMPOSITION OF NET ASSETS
Capital stock, at par..........................  $      1,503      $    105,820      $      2,794
Additional paid-in capital.....................   164,891,383       109,413,445       205,768,122
Accumulated net realized loss..................    (6,908,191)      (14,994,930)       (2,381,006)
Net unrealized appreciation (depreciation)
  of investments...............................    (3,579,547)         (153,727)       11,397,086
                                                 ---------------    -------------  -----------------
                                                 $154,405,148      $ 94,370,608      $214,786,996
                                                 ===============    =============  =================

SHARES OUTSTANDING.............................    15,029,575        10,582,025        27,943,916
                                                 ===============    =============  =================
CLASS A SHARES:
  Net asset value and redemption price per share
   (net assets of $151,754,661, $88,567,696, and
   $210,359,092, respectively, for 14,771,551,
   9,932,191, and 27,367,896 shares outstanding,
   respectively....................................    $10.27            $ 8.92           $ 7.69
                                                       ======            =======          =======
  Offering price per share (100/96 of net asset
   value per share)................................    $10.70            $ 9.29           $ 8.01
                                                       ======            =======          =======
CLASS B SHARES:
  Net asset value, offering price and redemption price
   per share (net assets of $2,650,487, $5,802,912, and
   $4,427,904, respectively, for 258,024, 649,834,
   and 576,020 shares outstanding, respectively....    $10.27            $ 8.93           $ 7.69
                                                       ======            =======          ========
</TABLE>
On sales of $25,000 or more, the offering price of Class A shares is reduced.  
A contingent  deferred  sales  charge may be imposed  on  redemptions  for 
Class B shares. 

See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>

                                        STATEMENT OF OPERATIONS
                          FOR THE SIX MONTHS ENDED JUNE 30, 1996 (UNAUDITED)

                                                                    COMPOSITE       COMPOSITE      COMPOSITE
                                                                 U.S. GOVERNMENT     INCOME       TAX-EXEMPT
                                                                 SECURITIES, INC.   FUND, INC.   BOND FUND, INC.
                                                                 ----------------  ------------ ----------------
<S>                                                               <C>             <C>           <C>
INVESTMENT INCOME  
  Interest income...............................................  $ 5,809,152     $ 3,674,482   $ 6,303,689
                                                                 ----------------  ------------ ----------------
Expenses:
  Management fees...............................................      519,469         304,350       546,504
  Distribution expenses - Class A...............................      162,180          91,365       219,121
  Distribution expenses - Class B...............................       12,368          25,584        17,917
  Shareholder servicing - Class A...............................       75,946          55,421        51,843
  Shareholder servicing - Class B...............................        1,288           3,219         1,141
  Postage, printing and office expense..........................       52,225          37,660        40,444
  Registration and filing fees..................................       12,065          12,187         8,174
  Custodial fees................................................       13,623          10,933        12,923
  Auditing and legal fees.......................................        4,217           3,697         4,872
  Directors' fees...............................................        3,901           3,901         3,984
  Insurance.....................................................        2,886           2,026         4,285
                                                                 ----------------  ------------  --------------
Total expenses..................................................      860,168         550,343       911,208
Fees paid indirectly............................................       (1,912)         (2,612)       (1,903)
                                                                 ----------------  ------------  --------------
Net expenses....................................................      858,256         547,731       909,305
                                                                 ----------------  ------------  --------------
Net investment income...........................................    4,950,896       3,126,751     5,394,384
                                                                 ----------------  ------------  --------------
NET REALIZED AND UNREALIZED
LOSS ON INVESTMENTS
Realized gain (loss) from investment transactions...............     (460,311)        700,457    (1,726,215)
Unrealized depreciation of investments during the period........   (8,855,665)     (6,397,215)   (7,856,338)
                                                                 ----------------  ------------  --------------
Net realized and unrealized loss on investments.................   (9,315,976)     (5,696,758)   (9,582,553)
                                                                 ----------------  ------------  --------------
NET DECREASE IN NET ASSETS
RESULTING FROM OPERATIONS ...................................... $ (4,365,080)   $ (2,570,007) $ (4,188,169)
                                                                 ================  ============  ==============
See accompanying notes to financial statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                  STATEMENTS OF CHANGES IN NET ASSETS

                                           COMPOSITE                COMPOSITE                    COMPOSITE
                                        U.S. GOVERNMENT              INCOME                    TAX-EXEMPT BOND
                                        SECURITIES, INC.           FUND, INC.                   FUND, INC.
                                     -----------------------  ------------------------  ----------------------------
                                       SIX MONTHS               SIX MONTHS                SIX MONTHS
                                         ENDED      YEAR         ENDED         YEAR         ENDED          YEAR
                                        JUNE 30,    ENDED        JUNE 30,     ENDED        JUNE 30,        ENDED
                                         1996      DECEMBER 31,    1996      DECEMBER 31,    1996       DECEMBER 31,
                                      (UNAUDITED)    1995       (UNAUDITED)   1995       (UNAUDITED)      1995
                                     ------------ ----------  ------------ ------------ ------------- --------------                
<S>                                   <C>         <C>          <C>          <C>          <C>          <C>          
OPERATIONS
Net investment income............... $  4,950,896 $ 11,232,651 $    126,751 $  6,281,269 $  5,394,384 $ 11,380,408

Realized gain (loss) from investment
  transactions......................     (460,311)    (248,406)     700,457     (964,092)  (1,726,215)     709,951
                                      
Unrealized appreciation (depreciation)
  of investments during the period..   (8,855,665)  22,057,802   (6,397,215)  13,282,886   (7,856,338)  25,628,133
                                     ------------- ----------- ------------- ------------ ------------ -------------
Net increase (decrease) in net assets
  resulting from operations.........   (4,365,080)  33,042,047   (2,570,007)  18,600,063   (4,188,169)  37,718,492

DIVIDENDS TO SHAREHOLDERS
From net investment income:
  Class A...........................   (4,887,148) (11,152,866)  (2,981,578)  (6,093,671)  (5,321,974) (11,301,739)
  Class B...........................      (63,748)     (79,785)    (145,173)    (187,598)     (72,410)     (78,669)
 
NET CAPITAL
SHARE TRANSACTIONS
  Class A...........................  (16,372,806) (32,402,457)  (3,551,999)  (2,476,599) (10,248,923) (11,515,781)
  Class B...........................      578,102      977,583    1,632,720    1,743,650    1,881,710    1,218,551
Total increase (decrease) in net     ------------- ------------ ------------- ----------- ------------ ------------
  assets                              (25,110,680)  (9,615,478)  (7,616,037)  11,585,845  (17,949,766)  16,040,854

NET ASSETS
Beginning of the period.............  179,515,828  189,131,306  101,986,645   90,400,800  232,736,762  216,695,908
                                     ------------- ------------ ------------- ----------- ------------ ------------
End of the period................... $154,405,148 $179,515,828 $ 94,370,608 $101,986,645 $214,786,996 $232,736,762
                                     ============= ============ ============= =========== ============ ============

See accompanying notes to financial statements.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                         FINANCIAL HIGHLIGHTS
                                           (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

COMPOSITE U.S. GOVERNMENT SECURITIES, INC.


CLASS A                                                                                                      
                                         SIX MONTHS                                                  
                                           ENDED                                TEN MONTHS YEAR                                     
                                          JUNE 30,      YEARS ENDED DEC. 31,      ENDED    ENDED     
                                           1996     ---------------------------  DEC. 31,  FEB. 29,     
                                        (UNAUDITED)  1995     1994       1993     1992(3)   1992      
                                        ----------- -------  -------   --------  --------  --------  
<S>                                       <C>        <C>      <C>       <C>       <C>       <C>           
NET ASSET VALUE,
BEGINNING OF PERIOD ..................    $10.84     $ 9.64   $10.79    $10.63    $10.53    $10.17    
 INCOME FROM                            ----------- -------  -------   --------  --------  --------
 INVESTMENT OPERATIONS
 Net Investment Income................      0.31       0.63     0.63      0.69      0.62      0.79     
 Net Gains (Losses) on Securities
  (both realized and unrealized)......     (0.57)      1.20    (1.15)     0.16      0.10      0.36  
                                        ----------- -------  --------  --------  --------  --------  
   Total From Investment Operations ..     (0.26)      1.83    (0.52)     0.85      0.72      1.15   
                                        ----------- -------  --------  --------  --------  --------  
 LESS DISTRIBUTIONS
 Dividends (from
  net investment income)..............     (0.31)     (0.63)   (0.63)    (0.69)    (0.62)    (0.79) 
                                        ----------- -------  --------  --------  --------  --------   
NET ASSET VALUE, END OF PERIOD .......    $10.27     $10.84   $ 9.64    $10.79    $10.63    $10.53   
                                        =========== =======  ========  ========  ========  ======== 

TOTAL RETURN (1) .....................     -2.40%     19.45%   -4.91%     8.12%     7.03%    11.72%    

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period ($1,000's).   $151,755   $177,310 $188,068  $268,112  $207,501  $141,377   
 Ratio of Expenses to
  Average Net Assets(2) ..............      1.02%      1.01%    0.97%     0.99%     0.99%     1.01%    
 Ratio of Net Income to 
  Average Net Assets..................      5.97%      6.08%    6.19%     6.29%     6.98%     7.63%    
 Portfolio Turnover Rate  ............        31%         8%      34%       51%       11%       17%     
</TABLE>
CLASS B     
<TABLE>
<CAPTION>
                                         SIX MONTHS
                                           ENDED       YEAR     MARCH 30,                                                           
                                          JUNE 30,    ENDED       TO
                                           1996       DEC. 31,  DEC. 31,
                                         (UNAUDITED)   1995      1994(4)                                     
                                         ------------ -------- -----------
<S>                                       <C>          <C>       <C>         
NET ASSET VALUE,
BEGINNING OF PERIOD ..................    $10.84       $ 9.64    $10.24
 INCOME FROM                             ------------ -------- -----------
 INVESTMENT OPERATIONS
 Net Investment Income................      0.27         0.54      0.41
 Net Gains (Losses) on Securities
  (both realized and unrealized)......     (0.57)        1.20     (0.60)
                                         ------------ -------- -----------
   Total From Investment Operations        (0.30)        1.74     (0.19)
                                         ------------ -------- -----------
 LESS DISTRIBUTIONS
 Dividends (from
  net investment income)..............     (0.27)       (0.54)    (0.41)
                                         ------------ -------- -----------
NET ASSET VALUE, END OF PERIOD .......    $10.27       $10.84    $99.64
                                         ============ ======== ===========
TOTAL RETURN (1) .....................     -2.79%       18.48%    -1.86%

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period ($1,000's).    $2,650       $2,206    $1,063
 Ratio of Expenses to
  Average Net Assets(2) ..............      1.84%(5)     1.84%     1.76%(5)   
 Ratio of Net Income to 
  Average Net Assets..................      5.18%(5)     5.20%     5.43%(5)
 Portfolio Turnover Rate  ............        31%(5)        8%       34%

(1)  Total returns do not reflect a sales charge and are not annualized.
(2)  Ratio of expenses to average net assets includes expenses paid indirectly 
     beginning in fiscal 1995.
(3)  Change in Fund's fiscal year-end.
(4)  From the commencement of offering Class B shares.
(5)  Annualized.
</TABLE>
<TABLE>
<CAPTION>

COMPOSITE INCOME FUND, INC.
                                         FINANCIAL HIGHLIGHTS
                            (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)


CLASS A                               
                                    SIX MONTHS                            THREE
                                      ENDED                               MONTHS   YEAR  
                                     JUNE 30,   YEARS ENDED DECEMBER 31,  ENDED    ENDED
                                      1996     ------------------------  DEC. 31, SEPT. 30,
                                   (UNAUDITED)  1995    1994     1993     1992(3)   1992
                                   ----------- ------- ------- --------  --------- ---------           
<S>                                  <C>       <C>     <C>      <C>       <C>       <C>              
NET ASSET VALUE,
BEGINNING OF PERIOD ..............   $ 9.44    $ 8.29  $ 9.33   $ 8.99    $ 9.17    $ 8.68    
 INCOME FROM                       ----------- ------- ------- --------  --------- ---------      
 INVESTMENT OPERATIONS
 Net Investment Income............     0.29      0.59    0.60     0.61      0.16      0.65      
 Net Gains (Losses) on Securities
  (both realized and unrealized)..    (0.52)     1.15   (1.04)    0.34     (0.18)     0.49     
                                   ----------- ------- ------- --------  --------- ---------
   Total From Investment Operations   (0.23)     1.74   (0.44)    0.95     (0.02)     1.14 
                                   ----------- ------- ------- --------  --------- ---------    
 LESS DISTRIBUTIONS
 Dividends (from
  net investment income)..........    (0.29)    (0.59)  (0.60)   (0.61)    (0.16)    (0.65)
                                   ----------- ------- ------- --------  --------- ---------   
NET ASSET VALUE, END OF PERIOD ...   $ 8.92    $ 9.44  $ 8.29   $ 9.33    $ 8.99    $ 9.17  
                                   =========== ======= ======= ========  ========= =========
TOTAL RETURN (1) .................    -2.42%    21.58%  -4.82%   10.82%    -0.23%    13.57%    

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period ($1,000's)$88,568   $97,534 $88,102  $104,876   $86,425 $84,995  
 Ratio of Expenses to
  Average Net Assets(2) ..........     1.09%(5)  1.08%    1.04%   1.08%     0.95%(5) 1.05%    
 Ratio of Net Income to
  Average Net Assets..............     6.46%(5)  6.59%    6.83%   6.58%     6.94%(5) 7.26%    
 Portfolio Turnover Rate  ........       45%(5)    43%      26%     51%       87%(5)   47%      


CLASS B
                                   SIX MONTHS  
                                     ENDED     YEAR     MARCH 30,
                                    JUNE 30,  ENDED       TO
                                     1996     DEC. 31,  DEC. 31,
                                  (UNAUDITED)  1995     1994(4)  
                                   ---------  -------- ----------                                     
<S>                                  <C>       <C>     <C>       
NET ASSET VALUE,
BEGINNING OF PERIOD ..............   $ 9.46    $ 8.30  $ 8.85
                                   ---------  -------- ----------
 INCOME FROM
 INVESTMENT OPERATIONS
 Net Investment Income............     0.26      0.51    0.40
 Net Gains (Losses) on Securities
  (both realized and unrealized)..    (0.53)     1.16   (0.55)
                                   ---------  -------- ----------
   Total From Investment Operations   (0.27)     1.67   (0.15)
                                   ---------  -------- ----------
 LESS DISTRIBUTIONS
 Dividends (from
  net investment income)..........    (0.26)    (0.51)  (0.40)
                                   ---------  -------- ----------
NET ASSET VALUE, END OF PERIOD ...   $ 8.93    $ 9.46  $ 8.30
                                   =========  ======== ==========
TOTAL RETURN (1) .................    -2.90%    20.70%  -1.67%

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period ($1,000's)$5,803    $4,452  $2,299
 Ratio of Expenses to
  Average Net Assets(2) ..........     1.90%(5)  1.91%   1.80%(5)
 Ratio of Net Income to
  Average Net Assets..............     5.69%(5)  5.73%   6.25%(5)
 Portfolio Turnover Rate  ........       45%(5)    43%     26%

(1)  Total returns do not reflect a sales charge and are not annualized.
(2)  Ratio of expenses to average net assets includes expenses paid indirectly 
     beginning in fiscal 1995.
(3)  Change in Fund's fiscal year-end.
(4)  From the commencement of offering Class B shares.
(5)  Annualized.
</TABLE>
<TABLE>
<CAPTION>
                        FINANCIAL HIGHLIGHTS (CONTINUED)
                (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

COMPOSITE TAX-EXEMPT BOND FUND, INC.

CLASS A                                        
                                    SIX MONTHS                                              
                                      ENDED                                                   
                                     JUNE 30,            YEARS ENDED DECEMBER 31,                                    
                                      1996      -----------------------------------------             
                                   (UNAUDITED)    1995     1994    1993     1992   1991    
                                   -----------  -------- -------- ------- ------- -------  
<S>                                  <C>        <C>      <C>      <C>     <C>     <C>                  
NET ASSET VALUE,
BEGINNING OF PERIOD ..............   $ 8.02     $ 7.13   $ 8.04   $ 7.58  $ 7.42  $ 7.16      
 INCOME FROM                       -----------  -------- -------- ------- ------- -------
 INVESTMENT OPERATIONS
 Net Investment Income............     0.19       0.38     0.39     0.40    0.42    0.45        
 Net Gains (Losses) on Securities
  (both realized and unrealized)..    (0.33)      0.89    (0.91)    0.54    0.23    0.34
                                   -----------  -------- -------- ------- ------- -------      
   Total From Investment Operations   (0.17)      1.27    (0.52)    0.94    0.65    0.79  
                                   -----------  -------- -------- ------- ------- -------    
 Less Distributions
 Dividends (from
  net investment income)..........    (0.19)     (0.38)   (0.39)   (0.40)  (0.42)  (0.45)      
 Distributions (from net capital 
   gains                               0.00       0.00     0.00    (0.08)  (0.07)  (0.08) 
                                   -----------  -------- -------- ------- ------- -------      
                                      (0.16)     (0.38)   (0.39)   (0.48)  (0.49)  (0.53)    
                                   -----------  -------- -------- ------- ------- -------  
NET ASSET VALUE, END OF PERIOD ...   $ 7.69     $ 8.02   $ 7.13   $ 8.04  $ 7.58  $ 7.42      
                                   ===========  ======== ======== ======= ======= =======
TOTAL RETURN (1) .................    -1.77%     18.25%   -6.53%   12.54%   9.00%  11.36%     
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period 
  ($1,000's)                         $210,359   $230,055 $215,438 $259,045 $186,861 $140,154  
 Ratio of Expenses to
  Average Net Assets(2) ..........     0.81%(4)   0.81%    0.79%    0.81%   0.78%   0.77%      
 Ratio of Net Income to
  Average Net Assets..............     4.86%(4)   5.03%    5.23%    4.97%   5.56%   6.16%      
 Portfolio Turnover Rate  ........        4%(4)      8%      12%      19%     30%     83%         

CLASS B

                                   SIX MONTHS
                                      ENDED        YEAR      MARCH 30,
                                     JUNE 30,      ENDED        TO
                                      1996        DEC. 31,   DEC. 31,
                                   (UNAUDITED)     1995       1994(3) 
                                    ---------   ---------- ----------
<S>                                  <C>         <C>        <C>               
NET ASSET VALUE,
BEGINNING OF PERIOD ..............   $ 8.02      $ 7.13     $ 7.49
 INCOME FROM                        ---------   ---------- ----------
 INVESTMENT OPERATIONS
 Net Investment Income............     0.16        0.32       0.25
 Net Gains (Losses) on Securities
  (both realized and unrealized)..    (0.33)       0.89      (0.36)
                                    ---------   ---------- ----------
   Total From Investment Operations   (0.17)       1.21      (0.11)
                                    ---------   ---------- ----------
 LESS DISTRIBUTIONS
 Dividends (from
  net investment income)..........    (0.16)      (0.32)     (0.25)
 Distributions (from net capital 
   gains) ........................     0.00        0.00       0.00
                                    ---------   ---------- ----------
                                      (0.16)      (0.32)     (0.25)
                                    ---------   ---------- ----------
NET ASSET VALUE, END OF PERIOD ...   $ 7.69      $ 8.02     $ 7.13
                                    =========   ========== ==========
TOTAL RETURN (1) .................    -2.17%      17.30%     -1.46%
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period 
  ($1,000's) .....................   $4,428      $2,682     $1,258
 Ratio of Expenses to
  Average Net Assets(2) ..........     1.62%(4)    1.62%      1.58%(4)
 Ratio of Net Income to
  Average Net Assets..............     4.07%(4)    4.18%      4.53%(4)
 Portfolio Turnover Rate  ........        4%(4)       8%        12%

(1)  Total returns do not reflect a sales charge and are not annualized.
(2)  Ratio of expenses to average net assets includes expenses paid indirectly 
     beginning in fiscal 1995.
(3)  From the commencement of offering Class B shares.
(4)  Annualized.
</TABLE>

<PAGE> 
                                                                         
                   NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 - ACCOUNTING POLICIES

   Composite U.S. Government Securities,  Inc., Composite Income Fund, Inc., and
Composite Tax-Exempt Bond Fund, Inc. (together the "Funds") are registered under
the  Investment  Company  Act of  1940,  as  amended,  as  open-end  diversified
management investment companies.
   The Funds  offer both Class A and Class B shares.  The two  classes of shares
differ in their  respective  sales  charges,  shareholder  servicing  fees,  and
distribution and service fees. All shareholders bear the common expenses of the
Fund pro rata, based on value of settled shares outstanding, without distinction
between share class.  Dividends are declared separately for each class.  Neither
class has preferential dividend rights;  differences in per share dividend rates
are  generally  due  to  differences  in  separate  class  expenses,   including
distribution and service fees.
   Following is a summary of significant accounting policies, in conformity with
generally accepted  accounting  principles,  which are consistently  followed by
each Fund in the preparation of its financial statements.

a. Investment  securities  are stated on the basis of valuations  provided by an
   independent pricing service, approved by the Boards of Directors,  which uses
   information  with respect to  transactions,  quotations from dealers,  market
   transactions  in comparable  securities,  and various  relationships  between
   securities in determining value. Investment securities with less than 60 days
   to maturity when purchased are valued at amortized cost which approximates
   market value.  Investment  securities not currently quoted as described above
   will be priced at fair market value as  determined  in good faith in a manner
   prescribed by the Boards of Directors.
b. Interest  income is earned from the settlement  date on securities  purchased
   and is recorded on the accrual basis.
c. Dividends to  shareholders  are recorded on a daily basis and  dividends  are
   distributed monthly.
d. Security  transactions are accounted for on the trade date (execution date of
   the order to buy or sell).  Realized gain or loss from security  transactions
   are determined on the basis of identified cost.
e. Each Fund complies with  requirements of the Internal Revenue Code applicable
   to regulated  investment  companies and distributes taxable income so that no
   provision for federal income or excise tax is required.  Income dividends and
   capital gain  distributions  are  determined  in  accordance  with income tax
   regulations which may differ from generally accepted  accounting  principles.
   These  differences  are  primarily due to differing  treatments  for expiring
   capital loss carry forwards, deferral of wash sales, and post-October losses.
   Expiring  capital  loss carry  forwards  are  charged to  additional  paid in
   capital.
f. Custodial  fees have  been  increased  by  $1,912,  $2,612,  and  $1,903  for
   Composite U.S. Government Securities,  Inc., Composite Income Fund, Inc., and
   Composite  Tax-Exempt Bond Fund, Inc.,  respectively.  Such amounts relate to
   "expense offset  arrangements."  The Funds could have otherwise  employed the
   assets to produce income if they had not entered into such  arrangements.  In
   accordance  with the  regulations,  such amounts are added to custodial  fees
   actually  incurred to arrive at gross  custodial fees and then reflected as a
   deduction,  "fees paid  indirectly,"  to derive net  expenses.  There were no
   "expense offset arrangements" other than custodial fees.

NOTE 2 - TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

   The  amounts of fees and  expenses  described  below are shown on each Fund's
statement of operations.  Composite  Research & Management  Co. (the  "Adviser")
manages each Fund,  Murphey  Favre,  Inc. (the  "Distributor")  is the principal
underwriter,  and Murphey Favre Securities Services, Inc. (the "Transfer Agent")
is the shareholder servicing agent. All are affiliates of Washington Mutual Bank
and Washington Mutual fsb and subsidiaries of Washington Mutual, Inc.
a. Management fees were paid by each Fund to the Adviser.  The fees are based on
   an annual  rate of .625% of  average  daily net  assets  for  Composite  U.S.
   Government  Securities  and Composite  Income Fund,  and on an annual rate of
   .50% for Composite Tax-Exempt Bond Fund. An individual Fund's management fees
   will be reduced if that Fund's net assets exceed $250 million. Under terms of
   each Fund's management  contract,  the Adviser has agreed to reimburse a Fund
   for fund  expenses  in excess of 1.50% of average  daily net assets up to $30
   million,  and 1% of such assets over $30 million.  Composite  Income Fund and
   Composite  Tax-Exempt  Bond  Fund will be  further  reimbursed  for  expenses
   exceeding .75% of average daily net assets  exceeding  $130 million.  No such
   reimbursement was required during the six-months ended June 30, 1996.
b. Directors'  fees and  expenses  were paid  directly by each Fund to directors
   having  no  affiliation  with  the  Funds  other  than in their  capacity  as
   directors.  Other officers and directors  received no  compensation  from the
   Funds.
c. Shareholder  servicing  fees were  paid to the  Transfer  Agent for  services
   incidental to issuance and transfer of shares, maintaining shareholder lists,
   and issuing and mailing  distributions  and reports.  The authorized  monthly
   shareholder  servicing fees are $1.60 and $1.70 per Class A and Class B share
   accounts, respectively.
d. Distribution  expenses  were  paid  to the  Distributor  in  accordance  with
   separate Distribution Plans for Class A and Class B shares. The Funds' Boards
   of  Directors  adopted  the Plans  pursuant  to Rule 12b-1 of the  Investment
   Company Act of 1940.  The Class A  Distribution  Plan provides that the Funds
   will  reimburse MFI up to 0.25% of the average daily net assets  attributable
   to  Class A  shares  annually  for a  portion  of its  expenses  incurred  in
   distributing each Funds' Class A shares,  including  payment to brokers.  The
   Class B Distribution Plan provides that the Funds will pay MFI a distribution
   fee,  equal to  0.75%  annually,  and a  service  fee of 0.25% of the  Funds'
   average daily net assets  attributable to Class B shares.  
      For the six-months ended June 30, 1996, commissions (sales charges paid by
   investors) on the purchases of Class A shares totaled $64,193,  $99,435,  and
   $173,539,  of which  $63,648,  $99,258,  and  $170,265  was  retained  by the
   Distributor,  in the Composite U.S. Government  Securities,  Composite Income
   Fund, and Composite  Tax-Exempt Bond Fund,  respectively.  For the six-months
   ended June 30, 1996,  the  Distributor  received  contingent  deferred  sales
   charges  of  $740,  $1,911,  and  $2,194,   from  Composite  U.S.  Government
   Securities,  Composite  Income  Fund,  and  Composite  Tax-Exempt  Bond Fund,
   respectively,  upon redemption of Class B shares as  reimbursement  for sales
   commissions advanced by MFI at the time of sale.
      Under terms of the distribution contracts, MFI will reimburse the Funds if
   their  expenses  exceed  the  most  stringent   applicable   state  blue  sky
   limitation.  No such  reimbursement  was required during the six-month period
   ended June 30, 1996.

<PAGE>

NOTE 3 -  CAPITAL STOCK


COMPOSITE U.S. GOVERNMENT SECURITIES, INC.
Capital stock shares authorized...... 1,000,000,000
Designated as:
  Class A shares......................  600,000,000
  Class B shares......................  400,000,000
Par value per share...................      $0.0001

<TABLE>
<CAPTION>

                                                                      CLASS A                   CLASS B
                                                           ---------------------------  --------------------------          
                                                              SIX MONTHS      YEAR       SIX MONTHS      YEAR
                                                                 ENDED        ENDED         ENDED        ENDED
                                                            JUNE 30, 1996    DEC. 31,    JUNE 30, 1996  DEC. 31,
                                                              (UNAUDITED)      1995       (UNAUDITED)     1995
                                                           ---------------- ----------  --------------- ----------
<S>                                                         <C>             <C>             <C>          <C>            
SHARES
Sold.....................................................       422,043        810,845        64,297        106,878
Issued for reinvestment of dividends.....................       342,807        784,736         5,075          6,046
                                                           ----------------  ----------  --------------- ----------
                                                                764,850      1,595,581        69,372        112,924
Reacquired...............................................    (2,345,165)    (4,752,653)      (14,803)       (19,778)
                                                           ----------------  ----------  --------------- ----------
Net increase (decrease)..................................    (1,580,315)    (3,157,072)       54,569         93,146
                                                           ================  ==========  =============== ==========                 
AMOUNT
Sold ....................................................  $  4,445,679    $ 8,364,834      $679,251     $1,115,018
Issued for reinvestment of dividends.....................     3,572,311      8,133,434        52,747         63,184
                                                           ---------------- -----------  --------------- ----------
                                                              8,017,990     16,498,268       731,998      1,178,202
Reacquired...............................................   (24,390,796)   (48,900,725)     (153,896)      (200,619)
                                                           ---------------- -----------  --------------- ---------- 
Net increase (decrease)..................................  $(16,372,806)  $(32,402,457)     $578,102      $ 977,583
                                                           ================ ===========  =============== ==========
</TABLE>
<PAGE>                                                                          

COMPOSITE INCOME FUND, INC.
Capital stock shares authorized.......  50,000,000
Designated as:
  Class A shares....................... 30,000,000
  Class B shares....................... 20,000,000
Par value per share....................      $0.01
<TABLE>
<CAPTION>

                                                                    CLASS A                    CLASS B
                                                           -------------------------  ------------------------
                                                             SIX MONTHS      YEAR        SIX MONTHS     YEAR
                                                               ENDED        ENDED          ENDED       ENDED
                                                            JUNE 30, 1996  DEC. 31,     JUNE 30, 1996 DEC. 31,
                                                             (UNAUDITED)     1995        (UNAUDITED)    1995
                                                           --------------  ----------  -------------- ----------
<S>                                                        <C>           <C>            <C>           <C>               
SHARES
Sold....................................................       640,784     1,400,247       200,242       219,399
Issued for reinvestment of dividends....................       242,735       499,570        13,656        16,941
                                                           --------------  ----------  -------------- ----------
                                                               883,519     1,899,817       213,898       236,340
Reacquired..............................................    (1,280,444)   (2,194,039)      (34,937)      (42,305)
                                                           --------------  ----------  -------------- ----------
Net increase (decrease).................................      (396,925)     (294,222)      178,961       194,035
                                                           ==============  ==========  ============== ==========
AMOUNT
Sold....................................................   $ 5,856,342   $12,466,219    $1,827,041    $1,972,074
Issued for reinvestment of dividends....................     2,198,091     4,473,957       123,505       152,542
                                                           -------------- -----------  -------------- ----------
                                                             8,054,433    16,940,176     1,950,546     2,124,616
Reacquired..............................................   (11,606,432)  (19,416,775)     (317,826)     (380,966)
                                                           -------------- -----------  -------------- ----------
Net increase (decrease).................................   $(3,551,999)  $(2,476,599)   $1,632,720    $1,743,650
                                                           ============== ===========  ============== ==========
</TABLE>

<PAGE>
COMPOSITE TAX-EXEMPT BOND FUND, INC.
Capital stock shares authorized.....   500,000,000
Designated as:
  Class A shares.....................  300,000,000
  Class B shares.....................  200,000,000
Par value per share..................      $0.0001

<TABLE>
<CAPTION>
                                                                      CLASS A                     CLASS B
                                                            ---------------------------   -------------------------
                                                               SIX MONTHS       YEAR        SIX MONTHS       YEAR
                                                                 ENDED         ENDED          ENDED         ENDED
                                                             JUNE 30, 1996    DEC. 31,     JUNE 30, 1996    DEC.31,
                                                              (UNAUDITED)      1995        (UNAUDITED)      1995
                                                            --------------- -----------   -------------- ----------
<S>                                                        <C>             <C>            <C>           <C>        
SHARES
Sold..................................................          933,817      2,542,933       250,543       161,616
Issued for reinvestment of dividends..................          526,600      1,034,551        17,386         7,241
                                                            --------------- -----------   -------------- ----------
                                                              1,460,417      3,577,484       267,929       168,857
Reacquired............................................       (2,794,339)    (5,093,734)      (26,449)      (10,688)
                                                            --------------- -----------   -------------- ----------
Net increase (decrease)...............................       (1,333,922)    (1,516,250)      241,480       158,169
                                                            --------------- -----------   -------------- ----------
AMOUNT
Sold............ .....................................      $ 7,312,444   $ 18,646,519    $2,028,365    $1,240,802
Issued for reinvestment of dividends..................        4,101,003      8,716,895        56,907        60,160
                                                            --------------- -----------   -------------- ----------
                                                             11,413,447     27,363,414     2,085,272     1,300,962
Reacquired............................................      (21,662,370)   (38,879,195)     (203,562)      (82,411)
                                                            --------------- -----------   -------------- ----------
Net increase (decrease)...............................     $(10,248,923)  $(11,515,781)   $1,881,710    $1,218,551
                                                            =============== ===========   ============== ==========
</TABLE>
<PAGE>

A FAMILY OF
FUNDS TO MEET
MOST ANY NEED
                                                                                
                         MORE ABOUT THE COMPOSITE GROUP


                             A RANGE OF OPPORTUNITY
   The  Composite  Group  offers  investors  eight  distinct   portfolios  whose
securities  range  from  value-oriented   common  stocks  and   income-producing
government and corporate  bonds, to tax-exempt  municipal  obligations and money
market instruments.  An investment in one or more of these portfolios allows you
to more closely match your objectives with sensible investment opportunities.


                           COMPOSITE BOND & STOCK FUND
   COMPOSITE  BOND & STOCK FUND is managed to provide the  potential  for steady
income from bonds and  long-term  growth of income and  principal  from  stocks.
Taking a  conservative  approach to meeting these  objectives,  we place as much
emphasis on  credit-quality  as on yields in choosing bonds,  and on fundamental
values and the potential for appreciation in choosing stocks.


                         COMPOSITE GROWTH & INCOME FUND
   COMPOSITE  GROWTH & INCOME FUND has as its objective the long-term  growth of
capital,  with  current  income a  secondary  consideration.  In pursuit of this
objective,  the Fund invests principally in high-quality common stocks which, in
our opinion, are undervalued.

                            COMPOSITE NORTHWEST FUND 
   COMPOSITE  NORTHWEST  FUND  seeks to provide  long-term  growth of capital by
investing in a portfolio whose common stocks are exclusively  those of companies
located or doing business in the Northwest (Oregon,  Washington,  Idaho, Montana
and Alaska).

                             COMPOSITEU.S.GOVERNMENT
                                SECURITIES,INC. 
   COMPOSITE  U.S.  GOVERNMENT  SECURITIES  is designed and managed to provide a
high level of current  income,  consistent  with safety and liquidity.  The Fund
seeks  to  achieve  this  objective  by  investing  in a  careful  selection  of
obligations  issued or backed by the full faith and credit of the United  States
government and in repurchase  agreements  secured by these types of obligations.
Investors  should  understand  that  individual  shares  of  the  Fund  are  not
guaranteed by the U.S. government and share values will fluctuate.

                              COMPOSITE INCOME FUND
   COMPOSITE  INCOME FUND seeks to provide an attractive level of current income
primarily from  investments in corporate bonds and  mortgage-backed  securities.
Securities   with   intermediate-term    maturities   and   carefully   selected
credit-quality  characteristics  provide  the  foundation  for  this  investment
strategy.

                         COMPOSITE TAX-EXEMPT BOND FUND
   COMPOSITE  TAX-EXEMPT BOND FUND seeks to provide  current  income,  free from
federal income tax. The Fund invests in high-quality  municipal bonds which have
received one of the four highest  ratings from Standard & Poor's  Corporation or
Moody's Investor Service,  Inc. In certain circumstances the alternative minimum
tax, as well as state and local taxes, may apply.

                      TWO WAYS YOUR CASH CAN EARN ITS KEEP
   COMPOSITE CASH  MANAGEMENT CO. seeks to provide current money market rates of
return, liquidity, and preservation of capital through its two portfolios.
   The MONEY MARKET portfolio  invests in high-quality,  short-term money market
obligations of banks, businesses, and the U.S. government.
   The TAX-EXEMPT portfolio invests in high-quality,  short-term municipal bonds
that are exempt from federal income tax.
   Both portfolios are intended as repositories  for future cash needs and offer
draft-writing privileges. Shares of the Fund are free of any sales charge.
   Please  note  that an  investment  in  either  portfolio  is not  insured  or
guaranteed by the U.S. government,  nor can there be any assurance that a stable
net asset value of $1.00 per share can be maintained.

                                                        
                                OUR FEATURES WORK 
                                TO YOU ADVANTAGE 
* Distinct portfolios to fit your objectives.
* Professional management.
* Portfolio diversification.
* Ease of exchange among funds.
* Most funds appropriate for IRAs.
* Periodic investment programs.*
* Level Payment Withdrawal programs.
* Automatic reinvestment of earnings.

     *Regular monthly or quarterly investment programs do not assure a profit or
  protect against loss in a declining market.


                               WE'RE HERE TO HELP
   We encourage you to visit with your registered  representative  when you have
questions about your investments or a new goal you have in mind.
   But help is as close as your phone, as well. You may call Composite  Customer
Service  toll-free at  1-800-543-8072,  Monday through Friday,  7:00 a.m. - 6:00
p.m., Pacific Time.
   Or, if you prefer, you can have virtual 24-hour access to account information
by  calling  the  Composite  INFO-LINE  at  1-800-662-3533  on  your  touch-tone
telephone. When calling, please be sure to have your account number and personal
identification  number (the last four  digits of your Social  Security or tax ID
number) handy. Both are listed on your statement.
   When  calling  INFO-LINE,  press the  appropriate  number on your  touch-tone
phone.

     Account Balance:  2   Acct. #   PIN #   1
     Fund Prices:  1  1  1
     Speak with Customer Service:  0
     Last Transaction:  2   Acct. #   PIN #   2  4
     Money Market Yields:  1  1  2
     Choose a New Option:  5
- --------------------------------------------------------------------------------
   FOR MORE INFORMATION ON ANY OF THE COMPOSITE GROUP FUNDS,  INCLUDING  CHARGES
AND  EXPENSES,  WRITE OR CALL FOR A FREE  PROSPECTUS.  PLEASE READ IT  CAREFULLY
BEFORE YOU INVEST OR SEND MONEY.
- --------------------------------------------------------------------------------

<PAGE>
- --------------------------------------------------------------------------------
                    For further information, please contact:

                                  FUND OFFICES
                            Composite Group of Funds
                          601 W. Main Avenue, Suite 801
                             Spokane, WA 99201-0613
                              Phone: (509) 353-3550
                              Toll free: (800) 543-8072
- --------------------------------------------------------------------------------
                                     ADVISER
                       Composite Research & Management Co.
              1201 Third Avenue, Suite 1220 Seattle, WA 98101-3015

                                   DISTRIBUTOR
                               Murphey Favre, Inc.
               1201 Third Avenue, Suite 780 Seattle, WA 98101-3015

                                    CUSTODIAN
                        Investors Fiduciary Trust Company
                  127 W. 10th Street Kansas City, MO 64105-1716

                         INDEPENDENT PUBLIC ACCOUNTANTS
                            LeMaster & Daniels PLLC
            601 W. Riverside Avenue, Suite 800 Spokane, WA 99201-0614

                                     COUNSEL
                   Paine, Hamblen, Coffin, Brooke & Miller LLP
            717 W. Sprague Avenue, Suite 1200 Spokane, WA 99204-0464

                                    OFFICERS

                                   PRESIDENT
                                William G. Papesh
                            EXECUTIVE VICE PRESIDENT
                               Kerry K. Killinger
                                VICE PRESIDENTS
                                 Gene G. Branson
                               Douglas D. Springer
                           VICE PRESIDENT & TREASURER
                                 Monte D. Calvin
                                   SECRETARY
                                  John T. West


                               BOARD OF DIRECTORS
                                    CHAIRMAN
                                Leland J. Sahlin
                                     MEMBERS
                             Wayne L. Attwood, M.D.
                                Kristianne Blake
                                 Anne V. Farrell
                               Edwin J. McWilliams
                                Michael K. Murphy
                                William G. Papesh
                                   Jay Rockey
                                Richard C. Yancey



             This report is submitted for the general information of
            shareholders of the Funds. For more detailed information
          about the Funds, their officers and directors, fees, expenses
           and other pertinent information, please see the prospectus
          of the Funds. This report is not authorized for distribution
            to prospective investors in the Funds unless preceded or
                     accompanied by an effective prospectus.

                                [RECYCLE LOGO]                 (8/96)
                                         
                                 COMPOSITE GROUP
                                      BOND
                                      FUNDS

                                   SEMIANNUAL
                                     REPORT


                                    JUNE 30,
                                      1996

                                   COMPOSITE
                                 U.S. GOVERNMENT
                                SECURITIES, INC.


                                    COMPOSITE
                                     INCOME
                                   FUND, INC.

                                    COMPOSITE
                                   TAX-EXEMPT
                                 BOND FUND, INC.

                    
                                  [COMPOSITE 
                                   GROUP LOGO]

                                 



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