PERMANENT PORTFOLIO FAMILY OF FUNDS INC
485APOS, 1997-04-03
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      As filed with the Securities and Exchange Commission on April 3, 1997
    

                                                        Registration No. 2-75661
                                                               File No. 811-3379
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM N-1A

   
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                   X
                                                                         ---
      Pre-Effective Amendment No.                            
                                                          ---
      Post-Effective Amendment No.  21                     X
                                                          ---
                                     and/or
    

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940           X
                                                                         ---

   
      Amendment No.  21
    

                       (Check appropriate box or boxes.)

                   PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
               (Exact Name of Registrant as Specified in Charter)

            625 Second Street, Suite 102, Petaluma, California 94952
              (Address of Principal Executive Offices)       (Zip Code)

       Registrant's Telephone Number, including Area Code (707) 778-1000
                                

         TERRY COXON, 625 Second Street, Suite 102, Petaluma, CA 94952
                    (Name and Address of Agent for Service)
                              --------------------

                                   Copies to:
 ROBERT B. MARTIN, JR., ESQ., 625 Second Street, Suite 102, Petaluma, CA 94952

              It is  proposed  that this filing  will  become  effective  (check
appropriate box), and that the approximate date of commencement of proposed sale
to the public will be as soon as practicable after:

                     immediately upon filing pursuant to paragraph (b)
             ---


                     on __________pursuant to paragraph (b)
             ---
   

              X      60 days after filing pursuant to paragraph (a)
             ---
    
                     on (date) pursuant to paragraph (a) of rule 485
             ---


================================================================================
The Registrant has registered an indefinite  amount of such securities under the
Securities Act of 1933 pursuant to Rule 24f-2, and the Notice thereunder for its
most recent fiscal year was filed with the Commission on March  27, 1997.
================================================================================



<PAGE>


<TABLE>

                   PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                   Cross Reference Sheet Pursuant to Rule 404
            Between Items of Part A of Form N-1A and the Prospectus

<CAPTION>

              Item Number and Caption of Part A of Form N-1A               Caption in Prospectus
        -----------------------------------------------------------  -------------------------------
        <C>      <S>                                                 <C>             
        1.       Cover Page........................................  Cover Page
        
        2.       Synopsis..........................................  Summary

        3.       Condensed Financial Information...................  Financial Highlights; Reports-
                                                                     Advertising

        4.       General Description of Registrant.................  Cover Page; Objectives and
                                                                     Policies; The Four Portfolios;
                                                                     The Four Portfolios-Risk
                                                                     Factors and Special
                                                                     Considerations

        5.       Management of the Fund............................  Organization and Management

        5A.      Management's Discussion of Fund Performance.......  Financial Statements

        6.       Capital Stock and Other Securities................  Objectives and Policies;
                                                                     Shareholder Account Services and
                                                                     Privileges; Distributions and
                                                                     Taxes

        7.       Purchase of Securities Being Offered..............  Computation of Net Asset Values;
                                                                     Purchase of Shares from the
                                                                     Fund; Shareholder Account
                                                                     Services and Privileges

        8.       Redemption or Repurchase..........................  Redemption of Shares by the Fund
   
        9.       Pending Legal Proceedings.........................  The Four Portfolios-Risk Factors
                                                                     and Special Considerations- Regulatory Matters
    

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

</TABLE>


<PAGE>


<TABLE>

                   PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                   Cross Reference Sheet Pursuant to Rule 404
Between Items of Part B of Form N-1A and the Statement of Additional Information
<CAPTION>

                                                                          Caption in Statement of
              Item Number and Caption of Part B of Form N-1A              Additional Information
        -----------------------------------------------------------  -------------------------------
        <C>      <S>                                                 <C>             
        10.      Cover Page........................................  Cover Page

        11.      Table of Contents.................................  Table of Contents

        12.      General Information and History...................  General Information

        13.      Investment Objectives and Policies................  Objectives and Policies

        14.      Management of the Fund............................  Management

        15.      Control Persons and Principal Holders of
                 Securities........................................  Management

        16.      Investment Advisory and Other Services............  Management; Transfer and
                                                                     Dividend-Disbursing Agent;
                                                                     Custodian

        17.      Brokerage Allocation and Other Practices..........  Portfolio Transactions and
                                                                     Brokerage

        18.      Capital Stock and Other Securities................  General Information

        19.      Purchase, Redemption and Pricing of Securities
                 Being Offered.....................................  Computation of Net Asset Values;
                                                                     Purchase of Shares from the
                                                                     Fund; Redemption of Shares by
                                                                     the Fund

        20.      Tax Status........................................  Distributions and Taxes;
                                                                     Redemption of Shares by the Fund
                                                                     - Tax Consequences of In-Kind
                                                                     Redemptions

        21.      Underwriters......................................  General Information -
                                                                     Organization and Capitalization

        22.      Calculations of Performance Data..................  General Information -
                                                                     Calculations of Performance Data
   
        23.      Financial Statements..............................  Financial Statements
    
- ----------

</TABLE>

<PAGE>
   
PROSPECTUS                                                          June 2, 1997
    


                                      The
                                   PERMANENT
                                   PORTFOLIO
                                Family of Funds

                                 1-707-778-1000
                 625 Second Street - Petaluma, California 94952

  Permanent  Portfolio Family of Funds,  Inc. (the "Fund") is a mutual fund that
contains  four  separate  "Portfolios,"  each with its own  separate  investment
policy. Investors may invest in any one or in any combination of the Portfolios.
The Fund's four Portfolios are:

  The Permanent  Portfolio,  which invests a fixed Target  Percentage of its net
assets in gold,  silver,  Swiss franc assets,  stocks of real estate and natural
resource  companies,  aggressive  growth stocks,  and dollar assets such as U.S.
Treasury bills and bonds. The Permanent Portfolio's objective is to preserve and
increase the purchasing power value of its shares over the long term.

  The Treasury Bill Portfolio,  which invests in short-term U.S.  Treasury bills
and notes.  The  Treasury  Bill  Portfolio's  objective  is to earn high current
income for the Portfolio, consistent with safety of principal. Unlike most money
market funds, the Treasury Bill Portfolio follows a dividend policy that permits
its net asset value per share to rise. Repayment of the U.S. Treasury securities
in which the Treasury Bill Portfolio invests is guaranteed in full by the United
States  Government.  An investment in Treasury Bill  Portfolio  shares is not so
guaranteed.

  The Versatile  Bond  Portfolio,  which  invests in a diversified  portfolio of
short-term  (remaining  maturity of 24 months or less) corporate bonds rated "A"
or higher  by  Standard  & Poor's.  The  Portfolio's  objective  is to earn high
current  income  for  the  Portfolio,  while  limiting  risk to  principal.  The
Versatile Bond Portfolio,  unlike most short-term bond funds, follows a dividend
policy that enables its net asset value per share to rise.

  The Aggressive Growth Portfolio, which invests in stocks and stock warrants of
U.S.  companies  selected  for high  profit  potential.  The  Aggressive  Growth
Portfolio's objective is to achieve high (greater than for the stock market as a
whole), long-term appreciation in the value of its shares.

  The Fund is a no-load  fund.  Each  shareholder  in the Fund  pays a  one-time
account  start-up fee of $35 to establish a Shareholder  Account  (regardless of
the number of Portfolios in which he invests), and a monthly account maintenance
fee of $1.50  (regardless  of the  number of  Portfolios  in which he  invests).
Investors  may purchase and redeem  shares in any  Portfolio  directly  from the
Fund, without payment of commission.

  The Fund intends to qualify each Portfolio as a "regulated investment company"
under the Internal  Revenue  Code, so that each  Portfolio  may pass  investment
income  and  capital  gains  through  to the  Portfolio's  shareholders  without
reduction  by federal  corporate  income tax.  The Fund has  adopted  additional
tax-planning policies with respect to its activities, which are intended for the
further benefit of its shareholders.

  This  Prospectus is designed to provide you with  information  that you should
know  before  investing  in any of the Fund's  Portfolios.  You should read this
entire document and retain it for future reference.

   

  A Statement of Additional  Information dated June 2, 1997, contains additional
information  about the Fund and has been filed with the  Securities and Exchange
Commission.  The Statement of Additional  Information is incorporated  herein by
reference  and is  available  without  charge  from the  Investor's  Information
Office, P.O. Box 5847, Austin, Texas 78763.

    

  THESE  SECURITIES  HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ADEQUACY OR ACCURACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>

                               TABLE OF CONTENTS

   

SUMMARY........................................................................i
FINANCIAL HIGHLIGHTS...........................................................1
OBJECTIVES AND POLICIES........................................................9
     Tax Planning..............................................................9
     Dividends and Tax Planning................................................9
THE FOUR PORTFOLIOS............................................................9
     Permanent Portfolio......................................................10
     Treasury Bill Portfolio..................................................11
     Versatile Bond Portfolio.................................................12
     Aggressive Growth Portfolio..............................................12
     Risk Factors and Special Considerations................................. 13
ORGANIZATION AND MANAGEMENT...................................................16
     Investment Adviser.......................................................16
CONSULTANTS...................................................................18
DISTRIBUTIONS AND TAXES.......................................................18
COMPUTATION OF NET ASSET VALUES...............................................19
PURCHASE OF SHARES FROM THE FUND..............................................20
REDEMPTION OF SHARES BY THE FUND..............................................20
     Written Redemption Requests..............................................20
     Telephone Redemption Requests............................................21
     Redemption Limitations...................................................21
SHAREHOLDER ACCOUNT SERVICES AND PRIVILEGES...................................22
     Portfolio Switching......................................................22
     Automatic Reinvestment...................................................22
     Systematic Withdrawal Program............................................22
     Individual Retirement Account Plan.......................................23
     Check Redemptions -- Treasury Bill Portfolio and 
     Versatile Bond Portfolio Only............................................23
     Limitations..............................................................24
SERVICE CHARGES...............................................................24
CUSTODIAN, TRANSFER AGENT AND DIVIDEND-DISBURSING AGENT.......................25
REPORTS.......................................................................25
    Advertising...............................................................25
    
<PAGE>

SUMMARY 

   This Summary describes the features of an investment in the Fund. Please read
the entire Prospectus for more complete information before you invest.

Major Features

 .  Four Portfolios to choose from:
         1.  Permanent Portfolio
         2.  Treasury Bill Portfolio
         3.  Versatile Bond Portfolio
         4.  Aggressive Growth Portfolio

 .  A separate investment policy for each Portfolio.
 .  Dividends and capital gain distributions (if any) paid annually.
 .  Tax planning with respect to the Portfolio's  activities,  for the benefit of
   its shareholders.
 .  IRA Plan.
 .  $1,000 minimum initial investment in any Portfolio.
 .  $100 minimum additional investment in any Portfolio.
 .  No redemption or commission charge to redeem shares directly with the Fund.


Optional Services and Charges---------------------------------------------------

Telephone   redemptions..................No   charge;   no   minimum redemption
                                         size; no limit to the number of 
                                         telephone redemptions.


Portfolio switching......................$5.00 per switch; no limit to the 
                                         number or frequency of switches.

Automatic reinvestment...................No charge.

Check redemptions.......................$1.00 per check; no minimum check size;
(Treasury Bill Portfolio and             no limit to the number of check 
 Versatile Bond Portfolio only)          redemptions.

Systematic withdrawal plan.......... ....No charge.

Assistance from the Investor's
Information Office at 1-800-531-5142.....No charge.

<PAGE>


The Fund

   The Fund is a no-load,  diversified  management investment company; it issues
shares in its Permanent  Portfolio,  Treasury  Bill  Portfolio,  Versatile  Bond
Portfolio  and  Aggressive  Growth  Portfolio,  and redeems  those shares upon a
shareholder's request to the Fund's Transfer Agent. See "Redemption of Shares by
the Fund."

   Investors  may invest in any one or in any  combination  of the  Fund's  four
Portfolios.  An  investor  who  wishes  to  "switch"  all  or a  portion  of his
investment from one Portfolio to another may do so at any time. See "Shareholder
Account Services and Privileges -- Portfolio Switching."

Investment and Tax Planning

   The Fund was designed to provide its  shareholders  with a flexible  tool for
their investment and tax planning.  In furtherance of that purpose,  each of the
Fund's  four  Portfolios  has its own  particular  investment  policy,  and each
Portfolio may be purchased through an IRA Plan sponsored by the Fund.

   Each  Portfolio,  to the extent  consistent  with its investment  objectives,
arranges its  investments  to favor  opportunities  for  appreciation  and holds
appreciated  investments  for at least the minimum period  required for sales of
investments to qualify for long-term capital gain treatment.  In addition,  each
Portfolio  distributes  its investment  income to its  shareholders as per-share
dividends only once a year and only to the extent necessary for the Portfolio to
qualify for treatment as a regulated  investment  company under  Subchapter M of
the  Internal  Revenue  Code of 1986,  as amended,  thereby  avoiding  corporate
federal  income tax. (If a Portfolio  were to  distribute  less than the minimum
amount required for any year, which the Fund considers unlikely, it would become
subject to federal income tax for that year.) This dividend  policy may lessen a
shareholder's  tax burden by deferring  recognition  of taxable income and/or by
permitting a greater portion of the shareholder's  total return to be recognized
as a capital gain on a redemption rather than as dividends, which are taxable as
ordinary income. In the case of shares that pass to a shareholder's estate, this
dividend policy may eliminate income tax on a portion of the shareholder's total
return.  For shareholders  holding their shares in a Portfolio  continuously for
longer than one year,  the tax  advantages to be achieved  from the  Portfolio's
dividend  policy will vary  depending on the amount and timing of redemptions of
shares  by  the  Portfolio's   shareholders  in  general.  See  "Objectives  and
Policies," "The Four Portfolios" and "Distributions and Taxes."
<PAGE>

Four Portfolios

   The Fund's Permanent  Portfolio  invests a fixed Target Percentage of its net
assets in gold,  silver,  Swiss franc assets,  stocks of real estate and natural
resource  companies,  aggressive  growth stocks,  and dollar assets such as U.S.
Treasury bills and bonds. The Permanent Portfolio's objective is to preserve and
increase the  purchasing  power value of its shares over the long term.  Even if
the Permanent  Portfolio  does achieve its objective  over the long term, it may
suffer substantial  short-term losses from time to time, since investment prices
generally  respond to changes in the pattern of  inflation  with lags and delays
that are impossible to foresee.

   The Fund's Treasury Bill Portfolio invests in short-term U.S. Treasury bills,
and also may invest in U.S. Treasury bonds and notes having a remaining maturity
of thirteen months or less. The Treasury Bill  Portfolio's  objective is to earn
high current income for the Portfolio,  consistent with safety of principal. The
Treasury Bill Portfolio,  unlike most money market funds (which distribute their
investment  income  daily and  maintain a constant  net asset  value per share),
follows a dividend policy that allows its net asset value per share to rise.

   The Fund's  Versatile  Bond Portfolio  invests in a diversified  portfolio of
corporate  bonds rated "A" or higher by Standard & Poor's and having a remaining
maturity of 24 months or less. The Portfolio's objective is to earn high current
income for the Portfolio,  while  limiting risk to principal.  The Portfolio was
designed  to provide its  shareholders  with a  versatile  instrument  for their
investment  and tax planning.  Prices of short-term  corporate  bonds  fluctuate
somewhat  in  response  to  changes in  prevailing  interest  rates;  such price
movements  generally  are  much  smaller  than  fluctuations  in the  prices  of
long-term  corporate,  municipal or U.S.  Treasury  bonds.  The  Versatile  Bond
Portfolio,  unlike most  short-term  bond funds,  follows a dividend policy that
allows its net asset value per share to rise.

   The Fund's  Aggressive  Growth Portfolio invests in stocks and stock warrants
of U.S.  companies  selected  for  high  profit  potential,  such as  stocks  of
companies in high technology industries,  companies developing or exploiting new
products or  services,  and  companies  whose  shares are valued  primarily  for
potential growth in earnings,  dividends or asset values. While such investments
are  expected to  appreciate  more  rapidly  than stock  market  investments  in
general,  they also are subject to greater risk,  especially during periods when
the prices of U.S. stock market investments in general are declining.
<PAGE>

   There is, of  course,  no  assurance  that any  Portfolio  will  achieve  its
objective. In addition, please see "Risk Factors and Special Considerations" for
a description  of  investments  held by each  Portfolio and the risks that would
attend an isolated investment in any one of those investments.

   The Fund's Board of Directors  believes  that these risks are reduced for the
Permanent  Portfolio by combining the selected  investments of that Portfolio in
accordance  with its  Target  Percentages.  Please see "The Four  Portfolios  --
Permanent   Portfolio."   The  Permanent   Portfolio  also  invests  in  foreign
securities;   see  "Risk   Factors   and  Special   Considerations   --  Foreign
Investments."

Investing in the Fund

   Investors  may  establish a  Shareholder  Account by sending a check  ($1,000
minimum for each  Portfolio in which you invest),  together  with a  Shareholder
Account  Application,  to the Fund's Transfer Agent, Chase Global Funds Services
Company,  P.O. Box 2798, Boston,  Massachusetts  02208;  please see "Purchase of
Shares  from the Fund."  Eligible  investors  may invest  through the Fund's IRA
Plan.   Existing   shareholders   may  reinvest   dividends   and  capital  gain
distributions,  if any, through the Fund's Automatic  Reinvestment  feature. See
"Shareholder Account Services and Privileges -- Automatic Reinvestment."

Redemption

   A  shareholder  may  voluntarily  redeem  any or all  of  the  shares  he has
purchased in a Portfolio  at that  Portfolio's  net asset value next  determined
following  receipt of a properly  completed  redemption  request by the Transfer
Agent.  Redemption  requests  may  be  made  in  writing  or by  telephone.  See
"Redemption  of Shares by the Fund -- Telephone  Redemption  Requests." The cash
proceeds of a telephone redemption will be sent to the shareholder's  individual
bank  account  by check (via  first  class  mail),  or by  bank-to-bank  wire if
requested.  Shareholders  also may redeem shares in the Treasury Bill  Portfolio
and in the Versatile Bond Portfolio by writing a redemption  check. In addition,
the Fund offers a Systematic Withdrawal Program whereby shareholders may receive
periodic payments of a fixed amount. The Fund reserves a limited right to redeem
shares in the  Permanent  Portfolio  in kind;  see  "Risk  Factors  and  Special
Considerations -- Target Percentages and In-Kind Redemptions."

   Shareholders may redeem shares in one Portfolio and  simultaneously  reinvest
the  proceeds  in  another  Portfolio  by  means  of  a  Portfolio  Switch.  See
"Shareholder Account Services and Privileges -- Portfolio Switching."

Investment Advisory Contract

   World Money  Managers is the Fund's  Investment  Adviser.  Its sole  business
since being  organized in 1981 has been  advising  mutual  funds.  The Fund pays
World Money Managers an advisory fee at the following annual rate:

   (i)for each  Portfolio,  1/4 of 1% (0.250%) of the first $200  million of the
      Portfolio's average daily net assets; plus

  (ii)for the Fund as a whole,  7/8 of 1% (0.875%) of the first $200  million of
      the Fund's average daily net assets; 13/16 of 1% (0.813%) of the next $200
      million of the Fund's average daily net assets;  3/4 of 1% (0.750%) of the
      next $200 million of the Fund's average daily net assets;  and 11/16 of 1%
      (0.688%) of the Fund's average daily net assets in excess of $600 million,
      such fee for the Fund as a whole to be allocated  among the  Portfolios in
      proportion to their net assets.
<PAGE>

   
   While the advisory  fee is higher than the fees of most other  mutual  funds,
the  Investment  Adviser  absorbs a substantial  portion of the Fund's  ordinary
operating  expenses.  During the year ended  January 31,  1997,  the  Investment
Adviser  voluntarily  agreed to waive  portions of the advisory fee allocable to
the Treasury Bill  Portfolio and to the Versatile  Bond  Portfolio to the extent
that either Portfolio's total advisory fee otherwise would exceed an annual rate
of 5/8 of 1% (0.625%), in the case of the Treasury Bill Portfolio,  or 3/4 of 1%
(0.750%),  in the  case  of the  Versatile  Bond  Portfolio,  of the  respective
Portfolio's  average  daily net assets.  The  Investment  Adviser  may  continue
voluntarily  to waive  such  fees,  although  it is not  required  to do so, and
reserves  the right to revoke,  reduce or change the waiver  prospectively  upon
five days written notice to the Fund.
    
   Investors  in the  Fund pay a  one-time  account  start-up  fee of $35 to the
Investment  Adviser  and may invest in more than one  Portfolio  without  paying
additional  account  start-up  fees.  Each investor also pays a monthly  account
maintenance  fee of $1.50,  to offset the cost of  maintaining  his  Shareholder
Account.  The maintenance fee does not apply to the IRA Account of a shareholder
who also maintains a regular  Shareholder Account with the Fund with exactly the
same name and address.

Pro-Forma Expense Table
Shareholder Transaction Expenses
    One-time account start-up fee.........................................$35.00
    Optional services:
        Exchange fee (Portfolio switching).....................$ 5.00 per switch
        Check redemptions (Treasury Bill Portfolio and 
        Versatile Bond Portfolio only).........................$ 1.00  per check
        Bank-to-bank wire transfer........................................$ 8.00


Annual Fund  Operating  Expenses  (shown as a  percentage  of average  daily net
assets):

<TABLE>
<CAPTION>
   
                                                              Treasury                          Aggressive
                                          Permanent             Bill          Versatile Bond      Growth
                                          Portfolio           Portfolio         Portfolio        Portfolio
                                        --------------     ---------------    --------------   --------------
<S>                                         <C>                <C>                  <C>             <C>
Management fees (after fee waiver)          1.13%              .63%                 .75%            1.13%
Other operating expenses                     .36%              .27%                 .22%             .20%
Account maintenance fees                     .06%              .06%                 .06%             .06%
                                        --------------     --------------     --------------   --------------
Total operating expenses                    1.55%              .96%                1.03%            1.39%
                                        ==============     ==============     ==============   ==============
    
   Example*:  A $1,000  investment  in each  Portfolio  would bear the following
expenses,  assuming (i) a 5% annual  return,  and (ii)  redemption at the end of
each time period:
<CAPTION>
   
                                                           Treasury                             Aggressive
                                          Permanent          Bill             Versatile Bond     Growth
                                          Portfolio        Portfolio             Portfolio      Portfolio
                                          ---------        ---------          --------------   -----------
              <S>                           <C>               <C>                   <C>           <C>
              1 Year                        $ 51              $ 45                  $ 45          $ 49
              3 Years                       $ 83              $ 65                  $ 67          $ 78
              5 Years                       $117              $ 86                  $ 90          $109
             10 Years                       $214              $149                  $157          $196
    
                               
</TABLE>

  *The  pro  forma  examples  given  above  are  constructed  and set  forth  in
conformity with Federal securities laws and regulations  uniformly applicable to
all  mutual  funds.  Actual  expenses  per  $1,000  invested  in  the  Fund  are
substantially less than indicated in the pro forma examples because:

  (i) An investor pays the $35 one-time  account start-up fee only once, even if
he invests in all  Portfolios,  and even if he invests  both in his own name and
through the Fund's IRA Plan;

  (ii) An investor pays the $1.50  monthly  account  maintenance  fee only once,
even if he invests  in all  Portfolios,  and even if he invests  both in his own
name and through the Fund's IRA Plan; and

   (iii)  The  account  start-up  fee and  the  account  maintenance  fee do not
increase  even if an investor  invests much more than the $1,000  assumed in the
pro forma examples. See "Service Charges."
<PAGE>
   
   The  purpose  of the  table  above  is to  assist  prospective  investors  to
understand the various costs and expenses that an investor in the Fund will bear
directly or indirectly. Since the Investment Adviser may continue voluntarily to
waive a portion of its advisory fee with respect to the Treasury Bill  Portfolio
and the Versatile Bond Portfolio,  the investment advisory  (management) fee for
those  Portfolios  are .63% and .75%,  respectively,  instead of 1.13%,  and the
total  operating  expenses  are .96% and  1.03%,  respectively.  The  ratios  of
expenses  (including  investment  advisory fees) to average daily net assets for
the  Permanent  Portfolio,  the Treasury  Bill  Portfolio,  the  Versatile  Bond
Portfolio  and the  Aggressive  Growth  Portfolio  for the last fiscal year were
1.49%, .90%, .97% and 1.33%,  respectively.  See "Organization and Management --
Investment  Adviser."  Shareholders  in the Fund do not pay any front-end  sales
charges or distribution fees on their investment.  The examples shown should not
be considered  representations  of past or future expenses,  and actual expenses
may be greater or lesser than those shown.
    
Consultants  

   The Fund and the  Investment  Adviser have retained  Harry Browne and Douglas
Casey as  consultants.  The consultants are available to the Fund's officers for
discussion on general economic conditions and other matters;  they do not advise
the Fund or the Investment Adviser on the selection of specific investments.

Transfer Agent

   The Fund has retained  Chase Global  Funds  Services  Company as its transfer
agent. The Fund's management  believes that the Transfer Agent is well qualified
to provide shareholders with service that is timely,  accurate and exceptionally
efficient.  You may contact the Transfer Agent to inquire about your Shareholder
Account or about the  processing  of your  purchase and  redemption  requests by
calling  1-800-341-8900  (from  Massachusetts,  1-617-557-8000) or by writing to
Chase Global Funds Services Company, P.O. Box 2798, Boston, Massachusetts 02208.

Information Office

   The  Investor's   Information  Office  (the  "Information  Office")  is  made
available by the Investment Adviser for the convenience of Fund shareholders.  A
shareholder  or other  interested  investor  may  obtain a  current  prospectus,
Shareholder  Account   Application,   IRA  Plan  booklet  and  forms  and  other
informational  material by calling the Information  Office at  1-800-531-5142 or
1-512-453-7558 or by writing to the Information  Office,  P.O. Box 5847, Austin,
Texas 78763 (telecopier (FAX) 1-512-453-2015).

   After you have read the Prospectus, please contact the Information Office if
you have any  questions  about the policies or  objectives  of any of the Fund's
Portfolios.  The experienced  personnel at the  Information  Office will welcome
your inquiry.
<PAGE>

   
FINANCIAL HIGHLIGHTS

   Data for each  share of the  Permanent  Portfolio  outstanding  for the years
ended  January  31,  1988  through  1997,  for each share of the  Treasury  Bill
Portfolio  outstanding  for the period ended  January 31, 1988 and for the years
ended  January 31,  1989  through  1997,  for each share of the  Versatile  Bond
Portfolio  outstanding  for the period ended  January 31, 1992 and for the years
ended January 31, 1993 through 1997, and for each share of the Aggressive Growth
Portfolio  outstanding  for the period ended  January 31, 1991 and for the years
ended  January 31, 1992 through 1997, is set forth below.  This  information  is
derived from the financial highlights in the Fund's financial statements for the
year ended  January 31,  1997.  Except for periods  ending  prior to February 1,
1994,  which were audited by other  auditors  whose report dated March 18, 1994,
expressed an unqualified opinion on this information,  the financial  statements
and financial highlights have been audited by KPMG Peat Marwick LLP, independent
auditors, whose report thereon dated March 24, 1997 is included as an exhibit to
the Fund's Post Effective Amendment No. 21 to its Registration Statement on Form
N-1A.  The  report  of KPMG Peat  Marwick  LLP on the  aforementioned  financial
statements  and financial  highlights  contains an  explanatory  paragraph  that
states  that  the   Securites   and  Exchange   Commission   instituted   public
administrative and cease-and-desist proceedings on January 13, 1997, against the
Fund's Investment Adviser, a wholly owned investment of the Permanent Portfolio,
and two of the Fund's directors and officers.  This report is available  without
charge from the Investor's Information Office.

Financial highlights for the Permanent Portfolio
For each share of capital stock outstanding throughout each fiscal year:

<TABLE>
<CAPTION>
                                               Year ended           Year ended            Year ended         Year ended
                                            January 31, 1997     January 31, 1996      January 31, 1995   January 31, 1994
                                            ----------------     ----------------      ----------------   ----------------
<S>                                            <C>                 <C>                   <C>                <C>
Net asset value, beginning of year             $   18.80           $   16.51             $  17.55           $  15.36
                                               ---------           ---------             --------           --------
  Income or loss from investment operations:
    Net investment income  ................          .52                 .50                  .64                .44
    Net realized and unrealized gains
      or losses on investments and 
      foreign currencies   ................         (.41)               2.17                (1.46)              1.99
                                               ---------           ---------             --------           --------
      Total income or loss from
        investment operations                        .11                2.67                 (.82)              2.43

  Less distributions from:
    Net investment income  ................         (.42)               (.38)                (.22)              (.24)
    Net realized gain on investments  .....         (.09)                  -                    -                  -
                                               ---------           ---------             --------           --------
      Total distributions                           (.51)               (.38)                (.22)              (.24)
                                               ---------           ---------             --------           --------

Net asset value, end of year                   $   18.40           $   18.80             $  16.51           $  17.55
                                               =========           =========             ========           ========

Total return (1)  .........................          .57              16.20%              (4.65)%             15.86%

Ratios / supplemental data:
  Net assets, end of year (in thousands)...    $  72,992           $  76,641             $ 71,610           $ 79,043
                                               =========           =========             ========           ========


  Ratio of expenses to average net assets..        1.49%               1.35%                1.32%              1.21%
  Ratio of net investment income
     to average net assets ................        2.78%               2.85%                2.63%              2.66%
  Portfolio turnover rate .................       12.29%               9.96%               31.24%             49.51%
  Average brokerage commission 
     rate paid (2) ........................    $  .05874           $      -              $     -            $     -


<FN>



(l)  Assumes  reinvestment of all dividends and distributions,  and deduction of
     all fees and expenses except the $35 one-time  account start-up fee and the
     $1.50 monthly account maintenance fee.
(2)  Average  brokerage  commission rate  paid  information was not required for
     years beginning before September 1, 1995. 
</FN>
</TABLE>


                            
<PAGE>






























<TABLE>
<CAPTION>
   Year ended         Year ended         Year ended         Year ended         Year ended         Year ended
January 31, 1993   January 31, 1992   January 31, 1991   January 31, 1990   January 31, 1989   January 31, 1988
- ----------------   ----------------   ----------------   ----------------   ----------------   ----------------
   <C>                <C>               <C>                <C>                  <C>               <C>
   $   15.21          $   15.10         $   15.57          $    15.00           $    14.71        $    13.66
   ---------          ---------         ---------          ----------           ----------        ----------

         .49                .51               .64                 .57                  .46               .37


        (.05)               .51              (.63)                  -                 (.15)              .80
   ---------          ---------         ---------          ----------           ----------        ----------

         .44               1.02               .01                 .57                  .31              1.17


        (.29)              (.91)             (.48)                  -                    -                 -
           -                  -                 -                   -                 (.02)             (.12)
   ---------          ---------         ---------          ----------           ----------        ----------
        (.29)              (.91)             (.48)                  -                 (.02)             (.12)
   ---------          ---------         ---------          ----------           ----------        ----------

   $   15.36          $   15.21         $   15.10          $    15.57           $    15.00        $    14.71
   =========          =========         =========          ==========           ==========        ==========

       2.93%              7.01%              .15%               3.80%                2.11%             8.58%


   $  65,937          $  72,312         $  80,542          $   93,663           $   97,475        $   90,177
   =========          =========         =========          ==========           ==========        ==========


       1.25%              1.27%             1.36%               1.17%                1.17%             1.15%

       3.20%              3.29%             4.22%               3.80%                3.00%             2.53%
      70.77%              8.01%            31.58%              61.44%               23.87%            21.97%

   $      -           $      -          $      -           $       -            $       -         $       -


</TABLE>
<PAGE>

                   PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                          THE TREASURY BILL PORTFOLIO





<TABLE>
Financial highlights for the Treasury Bill Portfolio
For each share of capital stock outstanding throughout each fiscal period:

<CAPTION>
                                                           Year ended          Year ended         Year ended          Year ended
                                                        January 31, 1997    January 31, 1996   January 31, 1995    January 31, 1994
                                                        ----------------    ----------------   ----------------    ----------------
<S>                                                       <C>                 <C>                <C>                 <C>
Net asset value, beginning of period                      $    67.84          $    66.40         $    64.81          $    64.45
                                                          ----------          ----------         ----------          ----------
  Income from investment operations:
    Net investment income (2)  ....................             2.84                3.22               2.65                1.53
    Net realized and unrealized gains
     or losses on investments (3) .................              .01                 .06               (.39)               (.09)
                                                          ----------          ----------         ----------          ----------
      Total income from investment operations                   2.85                3.28               2.26                1.44

  Less distributions from:
    Net investment income  ........................            (3.14)              (1.84)              (.67)              (1.08)
                                                          ----------          ----------         ----------          ----------
      Total distributions                                      (3.14)              (1.84)              (.67)              (1.08)
                                                          ----------          ----------         ----------          ----------

Net asset value, end of period                            $    67.55          $    67.84         $    66.40          $    64.81
                                                          ==========          ==========         ==========          ==========

Total return (4) ...................................           4.23%               4.95%              3.49%               2.24%

Ratios / supplemental data:
  Net assets, end of period (in thousands)  ........      $  105,342          $  114,667         $  121,666          $  133,970
                                                          ==========          ==========         ==========          ==========

  Ratio of expenses to average net assets (2)  .....            .90%                .82%               .82%                .72%
  Ratio of net investment income 
    to average net assets  .........................           4.19%               4.79%              3.57%               2.46%



<FN>

* Computed on an annualized basis.

(l)  The Treasury Bill Portfolio commenced  investment  operations September 21,
     1987.

(2)  Due  to  the   waiver of  advisory  fees  and,  effective  January  1, 1991
     through January 31, 1994,  distribution  expenses, the ratio of expenses to
     average net assets was reduced by .50% for the year ended  January 31, 1997
     and .50%,  .50%,  .49%, .47%, .48%, .47%, .62%, .62% and .65% for the years
     ended January 31, 1996, 1995, 1994, 1993, 1992, 1991, 1990 and 1989 and the
     period ended January 31, 1988,  respectively.  Without this waiver, the net
     investment  income  per  share  would  have been  $2.37 for the year  ended
     January 31, 1997 and $2.78, $2.12, $1.04, $1.28, $2.85, $3.85, $3.96, $3.00
     and $1.33 for the years and the period then ended.
(3)  Per share net realized and unrealized  gains or losses on  investments  may
     not correspond with the change in aggregate  unrealized gains and losses in
     the Portfolio's  securities  because of the timing of sales and repurchases
     of the Portfolio's  shares in relation to fluctuating market values for the
     Portfolio.
(4)  Assumes  reinvestment of all dividends and distributions,  and deduction of
     all fees and expenses except the $35 one-time  account start-up fee and the
     $1.50 monthly account maintenance fee.
</FN>







</TABLE>



                             
<PAGE>










<TABLE>
<CAPTION>

     Year ended            Year ended             Year ended           Year ended           Year ended           Period ended
  January 31, 1993      January 31, 1992       January 31, 1991     January 31, 1990     January 31, 1989     January 31, 1988(1)
  ----------------      ----------------       ----------------     ----------------     ----------------     -------------------
     <C>                   <C>                    <C>                  <C>                  <C>                  <C>
     $    64.99            $    63.11             $    59.35           $   54.91            $    51.54           $    50.00
     ----------            ----------             ----------           ---------            ----------           ----------

           1.68                  3.26                   4.20                4.36                  3.38                 1.55

            .19                  (.08)                  (.01)                .08                   .02                 (.01)
     ----------            ----------             ----------           ---------            ----------           ----------
           1.87                  3.18                   4.19                4.44                  3.40                 1.54


          (2.41)                (1.30)                  (.43)                  -                  (.03)                   -
     ----------            ----------             ----------           ---------            ----------           ----------
          (2.41)                (1.30)                  (.43)                  -                  (.03)                   -
     ----------            ----------             ----------           ---------            ----------           ----------

     $    64.45            $    64.99             $    63.11           $   59.35            $    54.91           $    51.54
     ==========            ==========             ==========           =========            ==========           ==========

          2.89%                 5.05%                  7.06%               8.09%                 6.60%                4.48%*


     $  179,888            $  320,382             $  207,889           $  61,056            $   31,370           $    6,475
     ==========            ==========             ==========           =========            ==========           ==========

           .73%                  .73%                   .83%                .54%                  .54%                 .50%*
          2.97%                 4.87%                  6.74%               7.87%                 6.70%                5.32%*

</TABLE>

<PAGE>








<TABLE>

Financial highlights for the Versatile Bond Portfolio
For each share of capital stock outstanding throughout each fiscal period:

<CAPTION>
                                               Year ended          Year ended
                                            January 31, 1997    January 31, 1996
                                            ----------------    ----------------
<S>                                              <C>                <C>
Net asset value, beginning of period             $  56.85           $   54.90
                                                 --------           ---------

  Income from investment operations:
    Net investment income (2)  ...............       2.94                2.91
    Net realized and unrealized gains
      or losses on investments (3)  ..........       (.34)               1.05
                                                 --------           ---------
      Total income from investment operations        2.60                3.96

  Less distributions from:
    Net investment income  ...................      (2.21)              (2.01)
    Net realized gain on investments  ........          -                   -
                                                 --------           ---------
      Total distributions                           (2.21)              (2.01)
                                                 --------           ---------

Net asset value, end of period                   $  57.24           $   56.85
                                                 ========           =========

Total return (4)  ............................      4.58%               7.24%

Ratios / supplemental data:
  Net assets, end of period (in thousands)....   $ 21,345           $  20,137
                                                 ========           =========

  Ratio of expenses to average net assets (2).       .97%                .89%
  Ratio of net investment income
    to average net assets  ...................      5.16%               5.21%
  Portfolio turnover rate  ...................    102.29%              51.64%


<FN>


* Computed on an annualized basis.

(l)  The Versatile Bond Portfolio commenced  investment  operations November 12,
     1991.
(2)  Due  to  the  waiver  of  advisory  fees  and  through  January  31,  1994,
     distribution  expenses,  the ratio of  expenses  to average  net assets was
     reduced by .38% for the year ended January 31, 1997 and .37%,  .36%,  .39%,
     .41% and .43% for the years ended January 31, 1996,  1995,  1994,  1993 and
     the period ended January 31, 1992,  respectively.  Without this waiver, the
     net  investment  income per share  would have been $2.66 for the year ended
     January 31, 1997 and $2.65, $1.84, $1.57, $1.77 and $2.13 for the years and
     the period then ended.
(3)  Per share net realized and unrealized  gains or losses on  investments  may
     not correspond with the change in aggregate  unrealized gains and losses in
     the Portfolio's  securities  because of the timing of sales and repurchases
     of the Portfolio's  shares in relation to fluctuating market values for the
     Portfolio.
(4)  Assumes  reinvestment of all dividends and distributions,  and deduction of
     all fees and expenses except the $35 one-time  account start-up fee and the
     $1.50 monthly account maintenance fee.

</FN>

</TABLE>






<PAGE>










<TABLE>
<CAPTION>


   Year ended          Year ended          Year ended          Period ended
January 31, 1995    January 31, 1994    January 31, 1993    January 31, 1992 (1)
- ----------------    ----------------    ----------------    --------------------
   <C>                 <C>                 <C>                 <C>
   $   54.76           $   53.63           $    50.58          $   50.00
   ---------           ---------           ----------          ---------


        2.12                1.87                 2.06               2.51

        (.63)               (.04)                1.00              (1.93)
   ---------           ---------           ----------          ---------
        1.49                1.83                 3.06                .58


       (1.33)               (.70)                (.01)                 -
        (.02)                  -                    -                  -
   ---------           ---------           ----------          ---------
       (1.35)               (.70)                (.01)                 -
   ---------           ---------           ----------          ---------

   $   54.90           $   54.76           $    53.63          $   50.58
   =========           =========           ==========          =========

       2.74%               3.42%                6.05%              3.33%*


   $  22,229           $  35,682           $   23,217          $     596
   =========           =========           ==========          =========

        .86%                .89%                 .89%              1.07%*

       3.84%               3.46%                3.86%              4.00%*
      74.62%              75.05%              224.95%            600.99%*

</TABLE>





<PAGE>









<TABLE>
Financial  highlights  for the  Aggressive  Growth  Portfolio  
For each share of capital stock outstanding throughout each fiscal period:
<CAPTION>
                                                                    Year ended                Year ended               Year ended
                                                                 January 31, 1997          January 31, 1996         January 31, 1995
                                                                 ----------------          ----------------         ----------------
<S>                                                                 <C>                       <C>                      <C>
Net asset value, beginning of period                                $    40.65                 $    31.61               $   32.56
                                                                    ----------                 ----------               ---------

  Income or loss from investment operations:
    Net investment income (loss)  ............................             .26                       (.02)                   (.01)
   Net realized and unrealized gains
    or losses on investments  ................................            7.05                      10.68                    (.89)
                                                                    ----------                 ----------               ---------
      Total income or loss from investment operations                     7.31                      10.66                    (.90)
 
  Less distributions from:
    Net investment income  ...................................            (.25)                     (.11)                    (.03)
    Net realized gain on investments  ........................            (.05)                    (1.51)                    (.02)
                                                                    ----------                ----------                ---------
      Total distributions                                                 (.30)                    (1.62)                    (.05)
                                                                    ----------                ----------                ---------

Net asset value, end of period                                      $    47.66                $    40.65                $   31.61
                                                                    ==========                ==========                =========

Total return (2)  .............................................         18.00%                    33.78%                  (2.75)%

Ratios / supplemental data:
 Net assets, end of period (in thousands)  ....................     $   15,417                $   11,067                $   6,758
                                                                    ==========                ==========                =========

 Ratio of expenses to average net assets ......................          1.33%                     1.19%                    1.23%
 Ratio of net investment income (loss) to average net assets...           .59%                    (.06)%                   (.04)%
 Portfolio turnover rate ......................................         21.32%                    18.94%                   26.29%
 Average brokerage commission rate paid (3) ...................     $   0.0588                $       -                 $      -

<FN>

* Computed on an annualized basis.

(l)  The Aggressive  Growth Portfolio  commenced  investment  operations May 16,
     1990.
(2)  Assumes  reinvestment of all dividends and distributions,  and deduction of
     all fees and expenses except the $35 one-time  account start-up fee and the
     $1.50 monthly account maintenance fee.
(3)  Average  brokerage  commission rate  paid  information was not required for
     years beginning before September 1, 1995. 
</FN>

</TABLE>


<PAGE>











<TABLE>
<CAPTION>
     Year ended                      Year ended                     Year ended                      Period ended
  January 31, 1994                January 31, 1993               January 31, 1992                January 31, 1991(1)
  ----------------                ----------------               ----------------                -------------------
     <C>                             <C>                            <C>                               <C>
     $   26.63                       $   22.77                      $    18.35                        $   20.00
     ---------                       ---------                      ----------                        ---------


           .01                             .02                             .06                              .13

          6.41                            4.44                            4.38                            (1.78)
     ---------                       ---------                      ----------                        ---------
          6.42                            4.46                            4.44                            (1.65)


          (.02)                           (.13)                           (.02)                               -
          (.47)                           (.47)                              -                                -
     ---------                       ---------                      ----------                        ---------
          (.49)                           (.60)                           (.02)                               -
     ---------                       ---------                      ----------                        ---------

     $   32.56                       $   26.63                      $    22.77                        $   18.35
     =========                       =========                      ==========                        =========

        24.25%                          19.77%                          24.21%                          (8.25)%*


     $   7,201                       $   3,596                      $    2,577                        $   1,151
     =========                       =========                      ==========                        =========

         1.20%                           1.12%                           1.18%                            1.07%*
          .02%                            .12%                            .23%                             .64%*
        29.83%                          25.62%                          53.18%                           36.88%*
     $      -                        $      -                       $       -                         $       -
</TABLE>

    

<PAGE>
OBJECTIVES AND POLICIES

   Each of the  Fund's  Portfolios  has  its own  objectives  and  policies,  as
explained below. The Fund itself is designed to provide its shareholders  with a
flexible tool for their investing and tax planning.  (Investors should note that
the Fund neither  intends nor attempts to engage in tax planning for  individual
shareholders).

   To  further  its  shareholders'  individual  investment  programs,  the  Fund
includes four  separate and distinct  Portfolios,  each with its own  investment
policy.  A shareholder  may select a Portfolio or Portfolios in accordance  with
his  own  financial  objectives,  and he may  switch  all  or a  portion  of his
investment(s) from one Portfolio to another whenever he wishes.

Tax Planning

   To further its shareholders' tax-planning, the Fund sponsors an IRA Plan, and
the Fund's four  Portfolios  have  adopted  policies  intended to reduce the tax
burden to their  shareholders  of any realized income or capital gains earned by
the Fund. There is no assurance that such policies will be successful, nor is it
possible  to predict  the extent to which a  shareholder's  tax burden  would be
reduced by a successful application of the policies.
   
   Each of the Fund's  Portfolios,  to the extent consistent with its investment
objectives, follows a policy of holding appreciated investments for at least the
minimum  period  required  for sales of  investments  to qualify  for  long-term
capital  gain  treatment.  This  policy can  enable a  Portfolio  to  distribute
investment  profits in the form of capital gains,  which for shareholders in the
maximum  federal tax  bracket may be less  heavily  taxed than  ordinary  income
dividends.  Any Portfolio may sell  investments  that have declined in value for
the purpose of offsetting  taxable gain on investments  that have appreciated in
value.
    
   Each Portfolio also attempts, in furtherance of its objectives, to manage its
investments in order to reduce its net taxable income and to favor opportunities
for asset  appreciation,  which would be free of current federal income taxation
to the Portfolio or its shareholders. See "Distributions and Taxes."

Dividends and Tax Planning
   
   In addition,  each Portfolio  distributes  its net investment  income and net
capital gains, if any, to its  shareholders  as per-share  dividends only once a
year and only to the extent necessary for the Portfolio to qualify for treatment
as a regulated  investment  company under  Subchapter M of the Internal  Revenue
Code thereby avoiding  corporate federal income tax. (Each Portfolio reduces the
amount of its  per-share  dividends  to the extent its  taxable  net  investment
income is distributed in the form of redemption  proceeds.) To the extent that a
Portfolio  successfully  executes this policy,  the tax liability of a long-term
shareholder or a shareholder who holds shares in the Portfolio on an ex-dividend
date may be  lessened  (to an extent  which the Fund  cannot  predict),  without
reducing the  shareholder's  total return  (dividends  plus  appreciation).  See
"Distributions and Taxes."
    
THE FOUR PORTFOLIOS

   Each of the  Fund's  four  Portfolios  has its own  pool of  assets  and each
Portfolio has adopted its own investment policy.

   Investors  who wish to invest all or a portion of their capital in a way that
does not  depend on any  particular  outcome  for the  economy  should  consider
purchasing shares in the Permanent  Portfolio.  Investors who wish to invest all
or a portion of their capital in a way that provides a current return (which may
be in the form of  dividends,  increases  in net asset value per share,  or some
combination of the two) and stability of principal  should  consider  purchasing
shares in the Treasury  Bill  Portfolio.  Investors  who wish to invest all or a
portion  of their  capital  for the high  current  return  that can be earned on
high-grade  corporate  bonds while  limiting risk to principal  should  consider
purchasing shares in the Versatile Bond Portfolio.  Investors who wish to invest
a portion of their capital to achieve high (greater than for the stock market as
a  whole),  long-term  appreciation  should  consider  purchasing  shares in the
Aggressive Growth Portfolio.

   Investors  may switch all or a portion of their  investment  in the Fund from
one Portfolio to another at any time.

   Solely for the  purpose  of  holding  overnight  cash  balances  (but not for
investment  purposes),  the Fund may hold investments up to 7 days in short-term
U.S. Treasury  securities or enter into repurchase  agreements for U.S. Treasury
securities  with  commercial  banks and  securities  broker-dealers,  in amounts
ordinarily  not to exceed 3% of the Fund's net assets,  or 4% if the  repurchase
agreement is entered into with the Fund's Custodian, State Street Bank and Trust
Company.

   Except as indicated otherwise, the investment policies and objectives of each
Portfolio,  as described  below,  are  fundamental.  A  Portfolio's  fundamental
investment  policy or  objective  can be changed only by a vote of a majority of
the Portfolio's outstanding shares.
<PAGE>
Permanent Portfolio

   The  objective  of the  Permanent  Portfolio  is to preserve and increase the
"purchasing  power"  value of its  shares  over the long  term.  This goal would
require the price of shares in the  Permanent  Portfolio to rise at a rate equal
to or greater than the rate of general  price  inflation  (or, in the event of a
deflation in the economy,  it would require the price of shares in the Permanent
Portfolio  to  resist  the  decline  in the  general  level of  prices).  If the
Permanent  Portfolio succeeds in meeting its objective,  the amount of goods and
services that can be purchased with an amount of money  equivalent to a share in
the Permanent Portfolio will hold steady (over the long term), or rise, and will
do so regardless of the course of inflation.

   Investors  should note that even if the Permanent  Portfolio does achieve its
objective over the long term, it may suffer  substantial  short-term losses from
time to time,  since  investment  prices  generally  respond  to  changes in the
pattern of inflation with lags and delays that are impossible to foresee.

   The investment policy of the Permanent  Portfolio reflects the opinion of its
management  that inflation  rates and other  economic  events cannot be forecast
with a high degree of  reliability  and that only  investors  who are willing to
embrace a high  degree  of risk  should  act on such  forecasts.  An  investment
vehicle such as the Permanent Portfolio, whose goals include the preservation of
purchasing power, should not depend on forecasts. Instead, it should acknowledge
a broad range of  economic  possibilities  and, in order to preserve  purchasing
power over the long term, should incorporate investments for each of them. For a
further discussion of the investment  strategy of the Permanent  Portfolio,  see
"Objectives and Policies -- Investment  Strategy -- Permanent  Portfolio" in the
Fund's Statement of Additional Information ("SAI").

   In pursuit of its objective of preserving and increasing the purchasing power
value of its shares,  the Permanent  Portfolio,  as its  fundamental  investment
policy,  invests a fixed  "Target  Percentage"  of its net assets in each of the
following categories:

Permanent Portfolio                              Target
Investment Category                          Percentage
Gold                                                20%
Silver                                               5%
Swiss franc assets                                  10%
Stocks of U.S. and foreign real estate
   and natural resource companies                   15%
Aggressive growth stocks                            15%
Dollar assets                                       35%
Total                                              100%

   The Fund will not alter  the  Permanent  Portfolio's  Target  Percentages  or
change the composition of its investment  categories without prior authorization
by the Portfolio's shareholders.  The Permanent Portfolio ordinarily will buy or
sell  investments  as needed to  correct  any  discrepancy  between  its  actual
holdings in a given category and the Target Percentage for that category if such
a discrepancy exceeds 1/10 of the Target Percentage.  The Portfolio's management
does not attempt to anticipate  short-term changes in the general price level of
any investment  category.  Please see the SAI under  "Objectives and Policies --
Investment Categories" for a discussion of how each investment category works to
achieve the Permanent Portfolio's objectives, and under "Objectives and Policies
- -- Strategic Portfolio Adjustments" for a discussion of those circumstances that
might occasion a delay in portfolio adjustments.
<PAGE>
   The Permanent Portfolio's "Gold" holdings consist of gold bullion and bullion
type coins such as, for example,  American  Eagle gold coins and Canadian  Maple
Leaf gold coins.

   The Permanent  Portfolio's  "Silver"  holdings  consist of silver bullion and
bullion type coins.

   The Permanent  Portfolio's  "Swiss franc assets" consist of deposits of Swiss
francs at Swiss and  non-Swiss  banks and the bonds and other  securities of the
federal government of Switzerland.

   The Permanent Portfolio's "Stocks of U.S. and foreign real estate and natural
resource  companies"  consist  of  stocks  of  companies  whose  assets  consist
primarily of real estate (such as timberland,  ranching and farm land, raw land,
and land with  improvements and structures) and natural  resources (such as oil,
gas, coal, precious and non-precious metals).

   The Permanent  Portfolio's  "Aggressive growth stocks" include stock warrants
and stocks of U.S.  companies  that are more volatile than the stock market as a
whole,  and  consist of the same types of  investments  in which the  Aggressive
Growth  Portfolio may invest.  See "The Four  Portfolios  --  Aggressive  Growth
Portfolio."

   The Permanent  Portfolio's  "Dollar assets" include cash, U.S. Treasury bills
and notes,  U.S.  Treasury bonds, and may include other U.S.  dollar-denominated
assets  such  as  the  obligations  of  U.S.  Government  agencies,   high-grade
short-term corporate bonds and banker's acceptances which, in the opinion of the
Fund's  management,  are secure enough to escape default even under deflationary
economic conditions.

   The assets in each of the Permanent  Portfolio's  investment  categories  are
subject to certain risks.  See "Risk Factors and Special  Considerations"  below
and  "Objectives  and  Policies  --  Investment  Categories"  in the  SAI  for a
discussion of those risks.

   Viewed in isolation,  some of the Permanent  Portfolio's assets, such as gold
and stock warrants, would be considered highly speculative.  However, the Fund's
management  believes that the various investments are subject to different (and,
in some cases,  contrary) risks, so that the value of the Permanent  Portfolio's
investments in the aggregate  will be subject to less risk,  over the long term,
than the risk associated with any one of the investments taken by itself.

   It is the Permanent  Portfolio's policy to arrange its investments,  whenever
feasible in keeping  within the Permanent  Portfolio's  Target  Percentages,  to
reduce the Portfolio's net taxable income and to favor  opportunities  for asset
appreciation.  To the extent  that this  policy is  successfully  executed,  the
Permanent  Portfolio's  net asset value per share will be greater  than it would
have been otherwise (since the amount of  distributions to shareholders  will be
less),  and the federal income tax liability  incurred by  shareholders  will be
reduced accordingly.

   The Permanent  Portfolio  follows the same tax planning and dividend policies
as the  Fund's  other  Portfolios.  These  policies  are  intended  to  lessen a
shareholder's  tax liability  without reducing his total return  (dividends plus
appreciation). See "Objectives and Policies" and "Distributions and Taxes."

   An investment in the Permanent Portfolio should be considered for the portion
of an investor's  long-term capital that the investor does not wish to expose to
the risks and  uncertainties  inherent  in  economic  forecasts  and  investment
predictions.

Treasury Bill Portfolio

   The objective of the Treasury Bill  Portfolio is to earn high current  income
for the Portfolio, consistent with safety and liquidity of principal.

   The Treasury Bill Portfolio,  as its fundamental  investment policy,  invests
exclusively in debt  obligations of the United States Treasury.  Ordinarily,  at
least 80% of the  Portfolio's  assets will  consist of U.S.  Treasury  bills and
notes; the balance of the assets may be invested in U.S. Treasury bonds having a
remaining  maturity  of thirteen  months or less.  The dollar  weighted  average
length to maturity of the Portfolio's investments will not exceed 90 days.
<PAGE>
   
   The Treasury Bill Portfolio  distributes  its net  investment  income and net
capital gains, if any, only to the extent necessary for the Portfolio to qualify
for  treatment  as a regulated  investment  company  under  Subchapter  M of the
Internal  Revenue  Code  thereby  avoiding  corporate  federal  income tax.  The
Portfolio  reduces  the  amount of its  per-share  dividends  to the  extent its
taxable net investment income is distributed in the form of redemption proceeds.
(The  Treasury  Bill  Portfolio's  dividend  policy  differs  from the  dividend
policies  of most  money  market  funds in this  respect.)  As a result  of this
policy, the tax liability of a long-term  shareholder or a shareholder who holds
shares on an  ex-dividend  date may be  lessened  (to an  extent  which the Fund
cannot predict), without reducing the shareholder's total return (dividends plus
appreciation).  The  Treasury  Bill  Portfolio's  dividend  policy  permits  the
Portfolio's net asset value per share to rise.
    
   An  investment in the Treasury Bill  Portfolio  should be considered  for the
portion  of an  investor's  capital  for which the  investor  wishes to  provide
stability of principal  while earning a current return (which may be in the form
of dividends, increases in net asset value per share, or some combination of the
two). An investor may desire such  protection  because he is uncertain about the
future  course of investment  prices,  because he expects  investment  prices in
general  to  decline,  because  he  wishes  to make  greater  allowance  for the
possibility of economic deflation than does the Permanent Portfolio,  or because
he wishes to invest temporarily in a pool of liquid,  short-term securities with
an exceptionally low degree of risk.

Versatile Bond Portfolio

   The objective of the Versatile  Bond Portfolio is to earn high current income
for the Portfolio,  while limiting risk to principal. The Portfolio was designed
to provide its shareholders with a versatile instrument for their investment and
tax planning and may be suitable for investors in a variety of circumstances.

   The Versatile Bond  Portfolio  invests in  high-grade,  short-term  corporate
bonds selected by the Investment  Adviser for their ability to earn high current
income and for their ability to protect principal.

   In order to limit risk to principal  arising from defaults by corporate  bond
issuers,  the Versatile Bond Portfolio  invests only in bonds that have earned a
rating of "A" or higher by  Standard  & Poor's  and which in the  opinion of the
Fund's  management are secure enough to escape  default even under  deflationary
economic  conditions.  "AAA,"  "AA" and "A" are the three  highest of Standard &
Poor's eleven bond rating categories and mean respectively that, in the judgment
of Standard & Poor's,  a bond's  capacity to pay interest and repay principal is
"extremely  strong," "very strong" or "strong." The Portfolio does not invest in
so-called  "junk bonds." The Portfolio  further  reduces risk by diversifying so
that  ordinarily  no more than 5% of the value of its assets is  invested in the
bonds of any one issuer and no more than 25% is invested in the bonds of issuers
in any one industry.

   The Portfolio purchases only bonds with remaining  maturities of 24 months or
less,  in order to limit risk to principal  arising from changes in  open-market
interest rates. Prices of such short-term bonds tend to be much more stable than
prices of long-term corporate, municipal or U.S. Treasury bonds.

   The  Versatile  Bond  Portfolio  follows the same tax  planning  and dividend
policies as the Fund's other Portfolios. These policies are intended to lessen a
shareholder's  tax liability  without reducing his total return  (dividends plus
appreciation). See "Objectives and Policies" and "Distributions and Taxes." Even
though the Versatile Bond Portfolio invests in short-term corporate bonds having
little potential for appreciation,  the Portfolio's  dividend policy permits the
Portfolio's net asset value per share to rise.

   An investment in the Versatile  Bond  Portfolio  should be considered for the
portion  of an  investor's  capital  that he  wishes  to  protect  from  risk of
substantial  loss while earning a high current  return (which may be in the form
of dividends, increases in net asset value per share, or some combination of the
two). The Versatile  Bond  Portfolio may be especially  suitable for an investor
who wishes to defer federal  income tax liability for a portion of his return on
an investment with high current income.

Aggressive Growth Portfolio

   The objective of the Aggressive  Growth Portfolio is to achieve high (greater
than for the stock market as a whole),  long-term  appreciation  in the value of
the Portfolio's shares.
<PAGE>
   The  Aggressive  Growth  Portfolio,   as  its  fundamental  policy,   invests
exclusively  in stocks and stock  warrants of U.S.  companies  selected for high
profit  potential.  The price  volatility of such  investments is expected to be
greater than the price  volatility  of the U.S.  stock  market as a whole.  Such
investments  may include  stocks of  companies  in high  technology  industries,
companies exploiting or developing new products or services, and companies whose
stock is valued primarily for appreciation potential rather than current income.
Stocks may be selected for purchase by the Aggressive  Growth Portfolio  because
they have a history of high  volatility or because the  companies  involved have
above-average  growth  in  income,  profits  or  sales.  The  Aggressive  Growth
Portfolio  intends  that,  at any one time,  it will hold  stocks  from at least
twelve  different  industry  groups  and  that  within  each  industry  group it
ordinarily  will  hold  the  stocks  of both  large  and  small  companies.  The
Aggressive  Growth Portfolio also purchases stock warrants,  which are long-term
options to purchase shares of stock at a fixed price.

   Ordinarily at least 60% of the Aggressive Growth  Portfolio's  assets will be
invested in  securities  listed on the New York Stock  Exchange.  The  remaining
portion of the Portfolio's  assets will be invested in securities  listed on the
American  Stock  Exchange  or other  domestic  stock  exchange  or traded in the
over-the-counter market.

   The  Aggressive  Growth  Portfolio will remain fully invested in stock market
investments at all times,  apart from incidental amounts of cash that ordinarily
do not exceed 3% of the Portfolio's net assets. Accordingly,  the success of the
Portfolio's  investment  policy  does not depend on  short-term,  market  timing
decisions by the Investment Adviser.

   The Aggressive  Growth  Portfolio  follows the same tax planning and dividend
policies as the Fund's other Portfolios. These policies are intended to lessen a
shareholder's  tax liability  without reducing his total return  (dividends plus
appreciation). See "Objectives and Policies" and "Distributions and Taxes."

   An investment in the Aggressive Growth Portfolio should be considered for the
portion of an investor's  capital for which the investor  seeks high,  long-term
appreciation.  Investors  should note that, while stocks owned by the Aggressive
Growth  Portfolio  are expected to  appreciate  in value more rapidly than stock
market investments in general, they also are subject to greater risk, especially
during periods when the prices of U.S.  stock market  investments in general are
declining.

Risk Factors and Special Considerations

   Investors should review carefully the risks,  significant  features and other
special considerations associated with an investment in the Fund.

   Gold. The performance of the Permanent Portfolio will be affected by changes
in the price of gold.  A decline  in the price of gold  would tend to reduce the
net asset value of shares in the Permanent Portfolio, although in some instances
this  tendency  could be offset by increases  in the price of other  investments
held by the Permanent Portfolio.

   The  market for gold is  worldwide.  The price of gold is subject to the risk
that in any country  inflation or the  public's  expectation  of inflation  will
decline.  The price of gold also can be  depressed by  large-scale  sales of the
metal by the U.S.  or  foreign  governments,  by other  official  bodies,  or by
private parties;  by adverse economic conditions in countries where gold is held
by the general public;  and by governmental  prohibitions or restrictions on the
private ownership of gold.

   The  price of gold has been  subject  to  volatile  fluctuations  in the last
several years.

   Silver.  The  performance  of the  Permanent  Portfolio  will be  affected by
changes in the price of silver.

   Silver  is  subject  to risks  similar  to those of gold and has  shown  even
greater price volatility than gold. In addition,  because of the substantial but
variable demand for silver by industrial users, the price of silver is likely to
decline in the event of any actual or  anticipated  decline in the general level
of worldwide economic activity.

   Real estate and natural  resource  company  stocks.  The  performance  of the
Permanent Portfolio will be affected by changes in the prices of real estate and
natural resource company stocks.
<PAGE>
   The stocks of real estate and natural  resource  companies  are  particularly
subject to irregular price fluctuations due to the nature of the assets owned by
the companies.  Any decline in the general level of prices of oil or real estate
would be  expected  to have an  adverse  impact  on  these  stocks.  The  Fund's
management  believes that the prices of such stocks are particularly  vulnerable
to  decline  in the event of  deflationary  economic  conditions,  and that such
stocks may be particularly profitable during periods of rising inflation.

   Aggressive  growth  stocks.  The Permanent  Portfolio's  investments  in this
category, and all of the Aggressive Growth Portfolio's investments, are selected
for high profit  potential.  Such issues tend to appreciate  more than the stock
market as a whole during  periods  when stock prices in general are rising,  and
tend to decline in value more than the stock  market as a whole  during  periods
when stock prices in general are falling.  In addition,  those  Portfolios might
invest in  companies  with small  capitalization,  which tend to rely on smaller
product lines and customer bases than larger companies. Such companies therefore
can be expected to be more affected by changes in the economy in general.

   U.S. Treasury bills and bonds. The performance of the Permanent Portfolio and
the Treasury Bill Portfolio will be affected by changes in the prices and yields
of U.S. Treasury securities.

   Although U.S.  Treasury bonds are widely considered to be free of any risk of
default,  their open-market  prices are affected by changes in the general level
of interest rates. Prices of existing U.S. Treasury securities tend to rise when
interest  rates are falling,  and tend to fall when  interest  rates are rising.
Price  fluctuations of long-term U.S.  Treasury bonds, such as the bonds held by
the Permanent Portfolio, can be as extensive as the price fluctuations of common
stocks.

   Prices of U.S. Treasury bills and other short-term U.S. Treasury  securities,
including those held by the Treasury Bill Portfolio,  also fluctuate in response
to changes in interest rates. However, such fluctuations ordinarily are minimal.

   Short-term bonds. The short-term  corporate bonds in which the Versatile Bond
Portfolio and the Permanent  Portfolio may invest are not guaranteed by the U.S.
government  or any  government  agency  and  hence are  subject  to some risk of
default.  The  Portfolio  protects  against  the risk of  default  (but does not
eliminate  it entirely) by  diversifying  its holdings and by investing  only in
bonds  with  remaining  maturities  of 24 months or less and that are rated "A,"
"AA" or "AAA" by  Standard & Poor's.  An "A" rating by  Standard & Poor's  means
that the bond has strong  capacity to pay interest and  principal  but is not as
strongly  protected  against the adverse effects of changes in circumstances and
economic  conditions as bonds rated "AA" or "AAA." As an additional  protection,
the Portfolio invests only in bonds that in the opinion of the Fund's management
are secure enough to escape default even under deflationary economic conditions.
Open-market prices of short-term  corporate bonds are affected by changes in the
general level of interest rates; such price fluctuations are small in comparison
with changes in prices of long-term corporate, municipal or U.S. Treasury bonds.
Corporate  bonds  also may be subject to  downward  changes in their  ratings by
Standard  & Poor's  and to  "call,"  or early  repayment,  at the  option of the
issuer.  The calling of a bond that is trading at a premium  over its face value
could result in a loss of the premium to the bondholder.

   Foreign  investments.  The Permanent  Portfolio may own investments issued by
foreign  banks  and  governments  and may own  stock  in  foreign  companies  or
investments held outside the United States.

   Stock in foreign  companies  may be held in the form of  American  Depository
Receipts (ADRs).  ADRs are certificates issued by a U.S. bank that represent the
right to receive  securities of a foreign company  deposited in the same bank or
in its  correspondent  bank.  In addition,  the Fund may direct its Custodian to
leave gold,  silver,  Swiss franc assets and other investments in the custody of
qualified foreign  sub-custodians.  The Fund may hold gold and silver bullion in
the form of claim accounts with foreign banks.

   In many foreign markets there is less publicly  available  information  about
securities, including independent reports and ratings, than in U.S. markets, and
accounting and auditing  standards  often are less strict and less reliable than
in the U.S.
<PAGE>
   Many foreign  stock markets are not as developed or efficient as those in the
United  States,  and  securities of some foreign  issuers may be less liquid and
more volatile than securities of comparable United States companies. In general,
there is less overall  governmental  supervision  and  regulation  of securities
exchanges, brokers, banks and listed companies than in the United States.

   
   Tax planning.  Each Portfolio of the Fund intends to pay per-share  dividends
only to the extent  necessary  for the  Portfolio to qualify for  treatment as a
regulated  investment  company under  Subchapter M of the Internal  Revenue Code
thereby avoiding corporate federal income tax on its income. If a Portfolio were
to distribute to its shareholders  less than the minimum amount required for any
year, which the Fund considers  unlikely,  the Portfolio would become subject to
federal income tax for that year.

   Target percentages and in-kind redemptions.  To avoid liability for corporate
federal income tax each year, a Portfolio  must,  among other things,  derive at
least 90% of its gross income from items including interest, dividends and gains
on sales of  securities.  Gains on  sales of gold and  silver  by the  Permanent
Portfolio do not qualify as "gains on sales of securities." Consequently, in the
event of a rapid rise in prices of gold and silver, profitable sales of gold and
silver (as might be required for the Permanent Portfolio to adhere to its Target
Percentages)  could subject the  Portfolio to liability  for  corporate  federal
income tax. In order to avoid this adverse tax result, the Fund has reserved the
right to require  redeeming  shareholders  in the Permanent  Portfolio to accept
readily tradeable gold or silver bullion or bullion coins in complete or partial
payment of redemptions.  The bullion or coins would be selected by the Fund from
the Permanent Portfolio's holdings.
    
   However,  in order to reduce  the  possibility  of  inconvenience  or loss to
shareholders  in the  Permanent  Portfolio,  the Fund will  require a  redeeming
shareholder to accept an in-kind redemption only if it has arranged a convenient
opportunity for the shareholder  promptly to sell the bullion or coins through a
qualified broker or dealer at a cost not to exceed 2% of their value at the time
of the  redemption.  In the event  that a  shareholder  elected  not to use this
service,  the Fund at its own expense  would deliver the bullion or coins to the
shareholder, or, at his request, to his local bank.

   For the shareholder,  the tax consequences of an in-kind redemption generally
would be the same as those of a cash redemption.

   Illiquid  securities.  The Permanent Portfolio may hold a maximum of 10%, and
the Aggressive  Growth  Portfolio may hold a maximum of 5%, of its net assets in
investments  that have no ready  market for resale and  securities  for which no
readily available market quotation exists. Such types of illiquid securities may
include investments in a broker-dealer  subsidiary of the Fund in amounts not to
exceed in the aggregate 1% of the Permanent Portfolio's net assets and 2% of the
Aggressive  Growth  Portfolio's net assets.  Neither the Treasury Bill Portfolio
nor the Versatile Bond Portfolio will hold illiquid securities.

   
   Regulatory Matters.  Following a routine examination of the Fund in 1991, the
Securities  and  Exchange   Commission  (the  "Commission")   instituted  public
administrative  and  cease-and-desist   proceedings  on  January  13,  1997,  to
determine the truth of allegations by the  Commission's  Division of Enforcement
(the "Division") that World Money Managers, World Money Securities, Inc. and two
of the Fund's  directors  and  officers  (the  "Respondents")  violated  certain
provisions of federal  securities  laws in fiscal years 1990 through  1992.  The
allegations include the following:  that World Money Managers received excessive
reimbursements  under the Fund's Marketing and Distribution Plan (the "Marketing
Plan") during  fiscal years ended January 31, 1990 and 1991;  that during fiscal
years 1990 through  1992,  the Fund's Board of Directors did not meet at the end
of each quarter to review the expenses  incurred  under the  Marketing  Plan and
that the reports thereon contained  insufficient  detail;  that from August 1990
through July 1992,  the Fund's Board of Directors did not include the proportion
of disinterested directors as required by the Investment Company Act of 1940, as
amended;  and in April 1990,  the Permanent  Portfolio  acquired a "call option"
prohibited  by the  Fund's  fundamental  investment  policies  and  managed  the
investment  for the  advantage of a client of an officer of the Fund. No charges
have  been made  against  the  Fund.  The  Respondents  have  denied  all of the
allegations  of the Division and are contesting  the  proceedings.  The Fund has
incurred and will  continue to incur  certain  expenses in  connection  with the
allegations,  including  indemnification of the Respondents for their reasonable
expenses related thereto.
    
<PAGE>
   Unusual  features.  The Fund's  Portfolios  involve  many  unusual  features,
including the  objectives  of providing tax  advantages,  and  investments  in a
foreign  currency,  foreign  securities and precious metals.  These features may
result  in  administrative,  financial  or tax  consequences  that are  entirely
unforeseen.

ORGANIZATION AND MANAGEMENT

   The Fund was  incorporated  under the laws of Maryland on December  14, 1981,
under  the  name  "Permanent  Portfolio  Fund,  Inc."  and  changed  its name to
"Permanent  Portfolio  Family of Funds,  Inc." on August 10, 1988.  The Fund was
originally  organized with a single  portfolio which commenced  operations as an
investment company on October 15, 1982. That portfolio continues,  with the same
investment  policy,  and is now  called the Fund's  "Permanent  Portfolio."  The
Fund's Treasury Bill Portfolio commenced  operations on May 26, 1987, the Fund's
Aggressive  Growth  Portfolio  commenced  operations on January 2, 1990, and the
Fund's Versatile Bond Portfolio commenced  operations on September 27, 1991. The
Fund may offer additional Portfolios from time to time.

   
   The Fund's Board of Directors has the duty and responsibility of managing the
business  and affairs of the Fund.  Three of the six directors  are  Independent
Directors, who have no financial interest in the Investment Adviser. The special
function of the Independent  Directors is to assure that the Fund deals with the
Investment  Adviser at arm's  length  and  solely for the  benefit of the Fund's
shareholders.
    
   The Fund holds  meetings of its  shareholders  as may be required by Maryland
law. Generally,  each shareholder is entitled to cast one vote for each share he
owns. A separate vote is taken when a matter affects only one Portfolio.

Investment Adviser
   
   The Fund  retains  World Money  Managers  (the  "Investment  Adviser") as its
adviser  under  an  Investment  Advisory  Contract  dated  June  19,  1996  (the
"Contract"). The Investment Adviser is a limited partnership organized in August
1981 under the laws of the State of California. The Investment Adviser's general
partners  are Terry  Coxon,  who is also a  limited  partner  in the  Investment
Adviser,  and Terry Coxon, Inc., a California  corporation wholly owned by Terry
Coxon. The Investment  Adviser's  business  consists,  and has always consisted,
solely of managing investment companies.
    
   The  Investment  Adviser  furnishes  the  Fund  continuously  with  suggested
investment   planning  and   investment   advice.   The   Investment   Adviser's
responsibilities  (which are  performed  on its behalf by Terry  Coxon and Terry
Coxon, Inc., its general partners; and by Alan Sergy and Michael J. Cuggino, its
consultants) include making recommendations  concerning the selection,  purchase
and sale of the Fund's  investments  (which  are placed by the Fund's  officers,
Terry Coxon, its President;  Alan Sergy, its Secretary;  and Michael J. Cuggino,
its Treasurer),  and the day-to-day administration of the Fund's activities. All
activities  undertaken  by the  Investment  Adviser  on  behalf  of the Fund are
subject to the general  policy  direction of the Fund's Board of Directors.  The
following sets forth certain information  regarding Mr. Coxon, Mr. Sergy and Mr.
Cuggino.

   Terry Coxon has been an investment  adviser and author since 1976.  Mr. Coxon
has served as President  and a director of the Fund since its inception in 1981,
during all of which time he has shared primary responsibility for the activities
of the  Investment  Adviser and the Fund  described  above.  Mr.  Coxon also has
served as President and a director of Bullion Security Corporation,  the sponsor
of an investment trust, since its inception in 1987.

   
   Alan Sergy has been a registered  investment adviser since 1974 and a trustee
of Sergy Trusts since 1972.  Mr. Sergy has served as Secretary and a director of
Bullion Security Corporation since its inception in 1987; and as President and a
director from its inception in 1987 until 1996, and as Secretary from 1990 until
1996 of World Money Securities, Inc.  Mr. Sergy has been  Secretary  of the Fund
since  1981,  since  which time he has  shared  primary  responsibility  for the
activities of the Fund described  above.  Mr. Sergy,  who has been a director of
the Fund since 1986,  also is responsible  for the  maintenance of all corporate
records and for all communications with the Fund's shareholders.
<PAGE>
   Michael J. Cuggino has been a Certified Public  Accountant since 1988. He was
employed  by the  Boston  office of Ernst & Young and its  predecessor  company,
Arthur Young & Company,  in various audit and accounting  capacities,  including
audit manager,  from August 1985 until January 1991. In January 1991 Mr. Cuggino
established  an  accounting  practice  in  Petaluma,  California.  He  served as
Assistant  Treasurer  of the Fund,  World  Money  Securities,  Inc.  and Bullion
Security  Corporation  from August 1991 until  December  1992.  Mr.  Cuggino has
served as Treasurer:  of World Money  Securities,  Inc. from 1993 until 1996; of
Bullion  Security  Corporation  since 1993; and of the Fund since 1993,  when he
began to share primary  responsibility  for the activities of the Fund described
above.
    
   The Fund pays the Investment  Adviser a comprehensive advisory fee monthly at
   the following  annual rate: 

   (i) for each  Portfolio,  1/4 of 1% (0.250%) of the first $200 million of the
Portfolio's average daily net assets; plus

   (ii) for the Fund as a whole, 7/8 of 1% (0.875%) of the first $200 million of
the Fund's  average  daily net  assets;  13/16 of 1%  (0.813%)  of the next $200
million of the Fund's  average daily net assets;  3/4 of 1% (0.750%) of the next
$200 million of the Fund's average daily net assets; and 11/16 of 1% (0.688%) of
the Fund's average daily net assets in excess of $600 million,  such fee for the
Fund as a whole to be allocated  among the Portfolios in proportion to their net
assets.

   
   While the advisory fee is higher than the fees of other mutual  funds,  World
Money Managers  absorbs a substantial  portion of the Fund's ordinary  operating
expenses as described  below,  a practice that benefits the Fund by limiting its
expenses,  simplifying  its internal  accounting  and  facilitating  independent
audits. The Investment Adviser also bears the Fund's distribution  expenses.  In
addition,  the Investment  Adviser has voluntarily agreed to waive, for at least
the current  calendar  year,  the portions of the advisory fee  allocable to the
Treasury Bill  Portfolio and to the Versatile  Bond Portfolio to the extent that
either  Portfolio's  total advisory fee otherwise would exceed an annual rate of
5/8 of 1% (0.625%),  in the case of the Treasury  Bill  Portfolio,  or 3/4 or 1%
(0.750%),  in the  case  of the  Versatile  Bond  Portfolio,  of the  respective
Portfolio's  average daily net assets.  Investors should note that the yields of
those two Portfolios are enhanced by the fee waiver.

   The  Fund  also  pays  for its  investment  expenses  (such  as  interest  on
borrowings,  taxes and brokerage commissions),  the salary expense of the Fund's
officers,  the  fees  and  expenses  of the  Fund's  directors,  and any and all
extraordinary  fees,  costs  and  expenses,   including  those  associated  with
litigation,   government  investigations  or  administrative  proceedings.   The
Investment  Adviser bears all of the Fund's other ordinary  operating  expenses,
which may include charges by the Fund's  transfer  agent,  charges by the Fund's
custodian,  accounting  fees,  auditing  and  legal  fees  not  associated  with
litigation,  employee and consultant salaries and expenses,  rent and occupancy,
printing, postage, and general administrative expense. The Fund does not pay any
of the Investment Adviser's general or administrative overhead expense.
    
   All fees and  expenses  payable  by the Fund  pursuant  to the  Contract  and
attributable  only to one Portfolio are borne  entirely by that  Portfolio;  all
other  such fees and  expenses  are  allocated  among the Fund's  Portfolios  in
proportion to their net assets.

   
   The ratio of  expenses  to average  net assets for the last  fiscal  year was
1.49% for the Permanent Portfolio and 1.33% for the Aggressive Growth Portfolio;
and the ratio,  net of the fee waiver,  was 90% for the Treasury Bill  Portfolio
and  .97%  for  the  Versatile  Bond  Portfolio.  The  Fund  paid  no  brokerage
commissions  during the last fiscal year to its  subsidiary  corporation,  World
Money  Securities,   Inc.,  for  portfolio  transactions  effected  through  the
subsidiary.  During the calendar year 1996 World Money  Securities,  Inc. ceased
its operations and dissolved.
    

   The Investment Adviser has entered into an Administrative Agreement effective
February 1, 1986, with Permanent Portfolio  Information,  Inc.  ("Information"),
which  is  one  of  its   limited   partners,   whereby   Information   provides
administrative  and  marketing  services,  such as  designing  and  coordinating
mailings and  responding  to  inquiries  from  prospective  Fund  investors  and
shareholders. The Investment Adviser reimburses Information for its expenses and
pays  Information a fee of $6,000 per month.  The  Investment  Adviser may enter
into similar arrangements with other persons.
<PAGE>
   The  Investment  Adviser  also  receives  certain  service  charges  paid  by
shareholders  either directly or from their Shareholder  Accounts.  See "Service
Charges."

CONSULTANTS

   The Fund and the Investment  Adviser have entered into  agreements with Harry
Browne and  Douglas R. Casey  under  which  those  individuals  make  themselves
available  for  consultation  with the Fund and the  Investment  Adviser on such
matters  as basic  trends  in  domestic  and  international  finance  and on the
criteria for evaluating  investments.  Neither of the consultants advises either
the Investment Adviser or the Fund on the selection of specific  investments for
any Portfolio.

   Harry Browne is a financial author and lecturer.  His books include:  How You
Can Profit from the Coming  Devaluation,  You Can Profit from a Monetary Crisis,
Complete  Guide  to  Swiss  Banks,   New  Profits  from  the  Monetary   Crisis,
Inflation-Proofing Your Investments  (co-authored with Terry Coxon),  Investment
Rule #1, Why the Best-Laid  Investment  Plans Usually Go Wrong, and The Economic
Time Bomb.  Mr. Browne writes an investment  advisory  letter,  "Harry  Browne's
Special Reports."

   Douglas Casey is an investment author (Crisis Investing,  Strategic Investing
and The  International  Man) and the author of an investment  advisory  service,
"Crisis Investing."

DISTRIBUTIONS AND TAXES

   For federal  income tax  purposes,  each  Portfolio  is treated as a separate
corporation.

   
   To reduce the amount of its income that is taxable currently,  each Portfolio
will,  whenever practical and in accordance with its investment  policy,  offset
taxable gains on sales of  investments  that have risen in price with tax losses
from sales of assets  that have  fallen in price.  In  addition,  the  Permanent
Portfolio may purchase bonds or notes at a market discount, thereby enabling the
Portfolio  to defer  recognition  for tax purposes of a portion of the return on
such notes or bonds.

   Each  Portfolio  intends to continue to qualify  annually for  treatment as a
"regulated  investment  company" under Subchapter M of the Internal Revenue Code
of 1986, as amended.  This would permit the Portfolio to deduct distributions of
its net investment income to its shareholders thereby avoiding corporate federal
income tax on the  income.  Under  applicable  federal  income  tax  provisions,
"distributions"  include  per-share  dividends and also include  amounts paid to
redeeming shareholders that represent their share of a Portfolio's undistributed
income.  For redeeming  shareholders,  however,  the entire redemption  proceeds
generally  are  treated  as  proceeds  from  the  sale  of  shares  and not as a
distribution  of income or gain realized by the Fund. See "General  Information"
in the SAI.

   In order to reduce the current tax burden of a Portfolio's investors on their
shares of the  Portfolio's  income and profits,  each  Portfolio  intends to pay
per-share  dividends  only in amounts  judged  sufficient by the Fund's Board of
Directors to enable the  Portfolio to qualify for treatment  under  Subchapter M
thereby avoiding corporate federal income tax.
    
   The  amount  of a  Portfolio's  net  investment  income  per  share  that  is
distributed  through redemption  payments rather than as per-share  dividends is
reflected for financial  accounting  purposes in the same  Portfolio's net asset
value  per  share.   Thus,  while  the  Fund's  dividend  policy  may  reduce  a
shareholder's  tax  burden on his share of a  Portfolio's  realized  income  and
capital gains, it should not reduce the  shareholder's  total return  (dividends
plus change in net asset value) on his investment.

   Dividends,  if any, are paid only once a year, ordinarily in December.  Until
paid,  amounts  earmarked for dividends are retained by the Portfolio from which
they are payable and contribute to the  Portfolio's  net asset value and ability
to earn interest,  dividends and profits. Dividend payments reduce a Portfolio's
net asset value per share.
<PAGE>
   Shareholders  may benefit from the Fund's  dividend  policy  described  under
"Objectives  and Policies,"  depending  upon their  personal tax  circumstances.
Generally,  the benefits are greater for  shareholders who hold their shares for
longer periods. A shareholder who is accumulating  assets over a period of years
can achieve a higher after-tax return as a result of the Fund's dividend policy,
since all of the  portion  of his  return  consisting  of  appreciation  remains
invested in the Fund,  without any  reduction by current  federal  income tax. A
shareholder  who  redeems  portions  of his  shares  from  time to time also may
achieve a higher  after-tax  return as a result of the Fund's  dividend  policy,
since the  appreciation on his remaining  shares may continue to remain invested
in the Fund free of current federal income tax. (Such a shareholder should note,
however,  that his benefit is achieved by  deferring,  not by  eliminating,  the
payment of taxes;  thus his overall  benefit may be small if he holds his shares
for only a few years.)  And, in the case of shares that pass to a  shareholder's
estate or heirs,  the  potential  federal  income  tax  liability  for  previous
appreciation may be eliminated  entirely through the operation of federal income
tax  provisions  that  grant a step-up in the tax basis of  property  left to an
estate or heir.  Other capital assets may provide  similar tax advantages but be
subject to different risks than an investment in the Fund.

   Dividends  from  net  investment  income  and net  short-term  capital  gains
generally will be taxable to  shareholders  as ordinary  income,  even though in
some cases the income will have been earned by the Portfolio before the investor
became a  shareholder.  Dividends from net long-term  capital gains,  if any are
paid by a  Portfolio,  generally  will be taxable to  shareholders  as long-term
capital  gains  regardless  of how  briefly  their  shares  have  been  held and
regardless of when the gains were earned by the Portfolio.  Shareholders will be
sent a  statement  no later than  February 28 of each year  showing  their total
distributions  (during the preceding  calendar year) from net investment  income
and short-term capital gains, and from long-term capital gains.

   Distributions  may be  automatically  reinvested in additional  shares of the
same Portfolio if requested.

   
   The  payor of a  dividend  on stock (as the Fund may be) may be  required  to
withhold 31% of any reportable  payments (which may include  dividends,  capital
gains distributions, and redemptions) paid to a noncorporate shareholder if that
shareholder  fails to  provide  the Fund  with a valid  taxpayer  identification
number.   Other   withholding   requirements   may  apply  to  certain   foreign
shareholders.  The Fund may incur a federal  excise tax of four percent which is
imposed on  undistributed  income and capital  gains,  if any,  of a  Portfolio.
Undistributed  income to which the excise tax applies would include amounts,  if
any, that the Fund in reliance on the judgment of its Board of Directors has not
timely distributed under Subchapter M of the Internal Revenue Code.
    
   Conversion  Transactions.  Under the provisions added to the Internal Revenue
Code in 1993, all or a portion of any gain on certain "conversion  transactions"
is recharacterized as ordinary income,  rather than capital gain. In the opinion
of the  Fund's  management  and  counsel,  based  on the  provisions'  statutory
language and legislative history,  the provisions on conversion  transactions do
not apply to  investments  in the Treasury Bill  Portfolio or the Versatile Bond
Portfolio.  However,  no  Treasury  Regulations  or  Rulings  have  been  issued
interpreting  these  provisions,  and  it is  therefore  uncertain  whether  the
Internal  Revenue  Service  will agree  with this  conclusion.  Accordingly,  it
remains  uncertain  whether  the  gain  that  a  shareholder  recognizes  upon a
redemption  of shares in the  Treasury  Bill  Portfolio  or the  Versatile  Bond
Portfolio will be taxed as ordinary income or as capital gain.

   In any  event,  regardless  of the  taxation  of any  recognized  gains,  the
provisions  on  conversion  transactions  do not,  in the  opinion of the Fund's
management and counsel, disturb the usefulness of the Treasury Bill Portfolio or
the Versatile Bond Portfolio for deferring recognition of income.
<PAGE>
COMPUTATION OF NET ASSET VALUES

   The Fund makes a separate calculation of each Portfolio's net asset value per
share at the close of business of the New York Stock Exchange (usually 4:00 p.m.
Eastern Time) every day that the Exchange is open for trading  ("business day").
All awaiting and accepted  requests for purchases and  redemptions  of shares in
each Portfolio are executed at a price equal to the  Portfolio's net asset value
per share as next computed following receipt thereof by the Transfer Agent.

   Investments  are valued  primarily  at market  value on the basis of the most
recent price on the exchange on which they are  principally  traded,  or, if not
available,  by a method  which  the  Fund's  Board of  Directors  in good  faith
believes accurately reflects fair value. If there is no trading in an investment
on a business day, the investment will be valued at the mean between its bid and
asked prices.  Short-term securities are marked to market daily. Gold and silver
are valued at the  closing  spot  price on the New York  Commodity  Exchange,  a
regulated U.S.  commodity  futures  exchange.  Foreign  securities  traded on an
exchange are valued on the basis of market  quotations  most recently  available
from that exchange.  Investments  for which bona fide market  quotations are not
readily available will be valued in good faith by the Fund's Board of Directors.

   Current net asset value information for the Fund's Portfolios may be obtained
by checking  newspaper  listings  under the heading "Perm Port Funds" or similar
abbreviation.

PURCHASE  OF SHARES  FROM THE FUND

   Shares in the Permanent Portfolio, the Treasury Bill Portfolio, the Versatile
Bond  Portfolio  and the  Aggressive  Growth  Portfolio  are  offered  for  sale
continuously  by the Fund.  Investors may purchase such shares directly from the
Fund without payment of commission or sales load.

   The minimum initial  investment in any Portfolio is $1,000.  Shareholders may
make  additional  investments  at any  time  in  minimum  amounts  of  $100  per
Portfolio. All requests for purchases of shares accompanied by payment therefore
are  effected at a price  equal to the net asset  value per share next  computed
after receipt of the properly completed request by the Transfer Agent.

   Initial  Investment in the Fund.  After reading this entire  Prospectus,  new
investors  should  complete  and  sign  the  accompanying   Shareholder  Account
Application. Mail the application,  together with a check or money order payable
through a U.S.  bank for the amount of your  initial  investment,  to  Permanent
Portfolio Family of Funds,  Inc., c/o Chase Global Funds Services Company,  P.O.
Box 2798, Boston, Massachusetts 02208. (If you use an overnight delivery service
other than U.S. mail,  send your  Application  and check to Permanent  Portfolio
Family of Funds,  Inc.,  c/o Chase Global  Funds  Services  Company,  73 Tremont
Street, Boston,  Massachusetts 02108.) Please make your investment check payable
to "Permanent Portfolio Family of Funds, Inc."

   Additional  Investments  by Mail.  After  your  initial  investment  has been
accepted,  you will receive a confirmation of your purchase. A form which should
be used to make  additional  purchases by mail will accompany the  confirmation.
(It will not be necessary to fill out another Shareholder  Account  Application,
even if you  are  investing  for the  first  time  in a new  Portfolio.)  Please
indicate clearly the Portfolio or Portfolios in which the additional  investment
is to be made.

   Additional  Investments by Wire.  Another way to add to your investment is by
bank wire.  To do so, send a bank wire to: State Street Bank and Trust  Company,
Boston, Massachusetts,  ABA#011000028;  Attention: Permanent Portfolio Family of
Funds,  Inc.,  Account  #53839882.  The bank wire must include your  Shareholder
Account  number and a message  indicating  that you wish to make a purchase in a
specific  Portfolio(s) in the stated amount(s).  (Your initial investment in the
Fund may not be made by bank  wire.)  Your bank may assess a charge for use of a
bank wire.

   If a shareholder sends money to the Fund without clearly indicating how it is
to be invested,  the Fund's policy is to treat the money as an investment in the
Treasury Bill Portfolio.

   The Fund reserves the right to reject investments in part or in whole.

REDEMPTION OF SHARES BY THE FUND

   Shareholders may redeem all or some of their shares in any Portfolio.

  Subject to the  limitations  noted  below,  requests  for  redemption  will be
accepted on any business day. The price paid to the redeeming shareholder is the
Portfolio's  net asset  value per  share  next  computed  after  receipt  by the
Transfer Agent of the properly completed redemption request.

   Redemption requests must be accompanied by share certificates, if issued, and
must  be sent to the  Transfer  Agent.  Shareholders  may be  required  to use a
redemption  form provided by the Fund. The Fund may refuse  redemption  requests
not made in the proper manner.
<PAGE>
Written Redemption Requests

   Normally the shareholder's  signature on a written redemption request (and on
the share certificate, if issued) must match exactly the name on the Shareholder
Account  and must be  guaranteed  by an  eligible  guarantor  institution  which
satisfies the Transfer Agent's written standards and procedures, a copy of which
is available upon request to the Transfer Agent. Eligible guarantor institutions
include  banks,  trust  companies,  brokers,  dealers,  municipal or  government
securities brokers or dealers,  credit unions,  national  securities  exchanges,
registered securities associations,  clearing agencies, or savings associations,
provided that they are members of STAMP  (Securities  Transfer Agents  Medallion
Program).  Signature guarantees from institutions that are not STAMP members and
notarizations from notary publics will not be accepted. (Shareholders may verify
that a  guarantor  institution  is a member  of STAMP by  contacting  the  STAMP
administrator,  Kemark Financial  Services,  at 1-800-348-2724,  or the Transfer
Agent.)  The  signature  guarantee  must be in  proper  form  and  undated.  For
protection of the  shareholder  and the Fund,  additional  documentation  may be
required for  redemption of shares held in  corporate,  partnership,  trust,  or
fiduciary accounts.

   However,  by completing the appropriate  section of the  Shareholder  Account
Application  ("Redemption by Telephone and Without Signature  Guarantee," of the
Application),  an investor may authorize the Fund to honor  redemption  requests
without signature guarantee. The lack of the signature guarantee does not render
the Fund  responsible  for the  authenticity  of the  signature  or of telephone
redemption requests. While the Fund will employ reasonable procedures to confirm
telephone  instructions,  such as verification of certain  information  with the
caller,  the  investor  will bear the risk of loss from any such request that is
unauthorized. Such a redemption request would be processed as though it had been
made by telephone (see below),  and the cash proceeds would be sent by check or,
if requested, by bank-to-bank wire to the shareholder's bank account.

   Investors who wish to avoid the possible inconvenience and delay of obtaining
an acceptable signature guarantee should carefully consider authorizing the Fund
to accept redemption requests without signature guarantee.

Telephone Redemption Requests

   A  shareholder  who has  authorized  the  Fund to honor  redemption  requests
without  signature  guarantee  may  submit  redemption  requests  by  telephone.
Telephone  requests are made by calling the Transfer Agent at  1-800-341-8900 or
1-617-557-8000.  Unless  applied to the purchase of shares in another  Portfolio
(see "Shareholder Account Services and Privileges -- Portfolio Switching"),  the
cash  proceeds of  redemptions  requested by  telephone or in writing  without a
signature  guarantee will be sent by check, via first-class mail. As an optional
alternative,  the  redeeming  shareholder  may request that the cash proceeds be
sent by  bank-to-bank  wire.  Whether  remitted  by check or by bank  wire,  the
redemption  proceeds will be addressed only to the shareholder's U.S. commercial
bank account (not to an account at a savings bank, savings and loan association,
credit union or other thrift institution).

   If the redeeming  shareholder requests a wire transfer,  the Transfer Agent's
bank will charge the  shareholder  its customary fee for a wire transfer,  which
currently is $8. The fee will be deducted from the proceeds of the redemption. A
shareholder  should  ascertain  and verify  that his bank will accept a "federal
funds" wire transfer before requesting that the proceeds of a redemption be sent
by bank wire.  Failure to do so may result in delay in receiving the  redemption
proceeds  and  in  additional  bank-wire  fees  which  will  be  charged  to the
shareholder.

   No telephone requests will be honored to redeem shares for which certificates
have been issued and are outstanding.

   Telephone  redemptions of shares held in an IRA Plan will be accepted only if
the proceeds are to be applied to the purchase of shares in another Portfolio or
are  otherwise to be  reinvested  within the Fund's IRA Plan.  See  "Shareholder
Account Services and Privileges -- Portfolio Switching."
<PAGE>
Redemption Limitations

   The Fund ordinarily will honor a valid redemption  request at the Portfolio's
net asset value per share next computed  after receipt by the Transfer  Agent of
the properly completed  redemption request,  and by law must pay it within seven
calendar days following the redemption. However, the Fund may delay payment of a
request to redeem  shares  purchased by check until the Fund is certain that the
check has cleared,  which may take up to 15 calendar  days after the issuance of
the  shares.  A  shareholder  may avoid this delay by  purchasing  shares with a
cashier's  check.  Shares  for which  certificates  have been  issued may not be
redeemed  until the  certificates  have been  returned  to the  Transfer  Agent.
Neither the Fund, the Investment  Adviser,  the Transfer Agent, nor any of their
agents is responsible for losses sustained by a shareholder as a result of their
acting on any  authorized  instruction  or  authorization  on the  shareholder's
Shareholder  Account  Application or otherwise in connection  with redemption of
his shares in the Fund.

   The right to redeem may be limited or suspended  by the Fund,  or the payment
date  postponed,  for any period  during  which the New York Stock  Exchange  is
closed or during any  emergency  or other  period for which the  Securities  and
Exchange Commission has permitted or required a suspension for the protection of
shareholders.

   The Fund may redeem an  investor's  shares in any  Portfolio at any time that
the value of the  shares is less than $500  other than by reason of a decline in
their net asset  value.  The Fund will  notify such an investor at least 30 days
prior to effecting such a redemption.

SHAREHOLDER ACCOUNT SERVICES AND PRIVILEGES

   When  an  investor  makes  his  initial  investment  in  one  of  the  Fund's
Portfolios,  a Shareholder Account is opened in accordance with his application.
Subsequent  investments by the shareholder in any Portfolio will be added to his
same  Shareholder  Account.   Fund  shareholders  will  receive  a  confirmation
statement  showing each transaction in their Shareholder  Account,  along with a
summary of the status of the account as of the  transaction  date. A shareholder
may  inquire  about  his  Shareholder  Account  by  mail  or by  telephone.  See
"Custodian,  Transfer  Agent,  and  Dividend-Disbursing  Agent."  Investors  who
purchase or redeem shares in the Fund through a  broker-dealer  may be charged a
transaction fee by the broker-dealer,  who may place such orders by telephone in
accordance with the Fund's procedures.

   Certain  optional  services and  privileges  are available with a Shareholder
Account,  as described below.  Some of the services involve a fee; a shareholder
will incur the fee only if he uses the  service.  Shareholders  who do not use a
particular  service  do not bear  the cost of  providing  the  service  to other
shareholders.

Portfolio Switching

   Shareholders may redeem shares in one Portfolio and simultaneously invest the
proceeds in another  Portfolio. Such a  transaction  would  constitute a taxable
event  to  the  Shareholder.  By  completing  the  appropriate  section  of  the
Shareholder Account application ("Portfolio Switching (Exchange)"),  an investor
may authorize the Fund to accept portfolio  switching  instructions by telephone
and in writing without a signature  guarantee.  Each Portfolio Switch is subject
to a charge of $5 by the Fund's Investment Adviser. If you are unable to execute
a Portfolio Switch by telephone (such as a failure of the telephone system), you
should consider sending your Portfolio Switch request by mail.

   An individual who has both a regular  Shareholder  Account and an IRA Plan in
exactly  the same name may use a  Portfolio  Switch to  redeem  shares  from his
regular  account  and  purchase  shares  in his IRA  Plan.  An IRA  contribution
effected in this manner is subject, for federal income tax purposes, to the same
conditions and limitations that apply to all IRA contributions.

Automatic Reinvestment

   A shareholder  may request that all  dividends,  including  distributions  of
long-term  capital  gains,  be  automatically  reinvested  in shares of the same
Portfolio.

   A shareholder's tax liability for dividends is not reduced by reinvesting the
dividends  (whether  through the  Automatic  Reinvestment  Plan or otherwise) in
additional Fund shares.

Systematic Withdrawal Program

   An investor whose Shareholder  Account totals at least $5,000 may establish a
Systematic  Withdrawal Program under which shares with a value  predesignated by
him (but at least $100) are automatically  redeemed either monthly or quarterly.
Withdrawal  payments  ordinarily  will be mailed within five business days after
the end of the withdrawal period.
<PAGE>
   Systematic  Withdrawal payments are financed by the automatic redemption from
the  Shareholder's  Account  of the  necessary  number  of  shares  to  pay  the
shareholder the amount of cash requested. Redemptions ordinarily are made on the
3rd business day of the month. Because the prices of Fund shares fluctuate,  the
number of shares redeemed to finance Systematic  Withdrawal  payments of a given
amount will vary from payment to payment.

   If a shareholder owns shares in more than one Portfolio, he may designate the
Portfolio from which the redemptions under a Systematic  Withdrawal Program will
be made.

   A Systematic  Withdrawal  Program may be terminated or suspended at any time,
either by the  shareholder  or by the  Fund.  No  separate  charge is made for a
Systematic  Withdrawal Program; the costs of administering the Program are borne
by the Investment Adviser.

Individual Retirement Account Plan

   Eligible taxpayers may contribute up to $2,000 per year of income earned from
wages, salary and  self-employment to an Individual  Retirement Account ("IRA").
Such annual contributions  generally are deductible by the taxpayer in computing
his  adjusted  gross  income for  federal  income tax  purposes,  if he does not
participate in an employer  sponsored  retirement  plan or if his adjusted gross
income  does not  exceed  certain  limits.  All  investment  earnings  in an IRA
accumulate  tax free  until  withdrawn,  usually  at  retirement.  In  addition,
deductible  contributions can be made to an IRA for the non-employed spouse of a
person who is employed. With certain limitations,  amounts withdrawn from an IRA
or  received   as  a  lump-sum   distribution   from  a  corporate   pension  or
profit-sharing  plan or from a Keogh plan can be rolled over  without tax into a
new IRA.

   Under the terms of the Fund's IRA Plan,  contributions are invested in shares
of  the  Portfolio(s)  selected  by  the  shareholder,  and  all  dividends  and
distributions are reinvested in additional shares of the same Portfolio(s).

   State  Street Bank and Trust  Company,  Boston,  Massachusetts  (which is the
Custodian of the Fund's assets) acts as custodian for each  Shareholder  Account
opened  under  an IRA  Plan  and  charges  the  fees  described  in the IRA Plan
materials which are available upon request to the Information Office.

   Shareholder  services available with a regular Shareholder Account (including
Portfolio Switching,  Automatic  Reinvestment and Systematic Withdrawal Program)
are also available with an IRA Plan, but subject to such limitations as the Fund
or the IRA Plan  custodian  may  impose  from  time to time,  and  subject  to a
separate account maintenance fee. Shares held in an IRA Plan may not be redeemed
by means of a check redemption,  nor may they be redeemed by telephone except as
part of a Portfolio Switch.

Check Redemptions -- Treasury Bill Portfolio and Versatile Bond Portfolio Only

   Investors  who have  completed  the  appropriate  section of the  Shareholder
Account  Application  ("Redemption  by Check") may redeem shares in the Treasury
Bill Portfolio or in the Versatile Bond Portfolio by writing a redemption check,
as explained  below.  Such checks may be deposited by a shareholder in his local
bank account or used to make payments to third parties.

   A book of  personalized  checks drawn on Chase  Manhattan  Bank, N.A. will be
sent upon request to a shareholder  maintaining a regular  Shareholder  Account.
The  checks  will be  pre-printed  for use  with the  Portfolio  for  which  the
shareholder requests check redemption.  (Shareholders wishing to write checks on
both  Portfolios  will be provided  with two separate  books of checks.)  When a
check  signed by the  shareholder  is presented  for payment by Chase  Manhattan
Bank, N.A., the Fund redeems a sufficient number of the shareholder's  shares in
the appropriate Portfolio to pay the check. Please note that a check can be used
to redeem shares only in the Portfolio pre-printed on the face of the check.

   Shares  for which  certificates  have been  issued  and not  returned  to the
Transfer  Agent may not be  redeemed  by check!  Please do not write  redemption
checks for which insufficient shares are available; such checks will be returned
unpaid,  and your Shareholder  Account will be charged a "bad check" fee of $25.
Neither  the Fund  nor its  Investment  Adviser  or  Transfer  Agent  bears  any
responsibility  in regard to the payment or non-payment of redemption  checks by
Chase Manhattan Bank, N.A.
<PAGE>
   The check redemption privilege is offered by the Fund as a convenience to its
shareholders. There is no limit to the number of checks a shareholder may write,
nor is any minimum check amount  required.  However,  check  redemptions are not
intended to be used as a substitute  for a bank  checking  account.  The fee for
each check  redemption  is $1, which is  collected  by  redeeming an  additional
fraction of a share from the Shareholder's Account.

   Shares  held in an IRA  Plan  may not be  redeemed  by the  check  redemption
privilege.

Limitations

   The Fund's  management has designed the foregoing  services and privileges in
accordance with its intention to provide its  shareholders  with a flexible tool
for their  investing.  However,  the Fund reserves the right to limit or suspend
check  redemption,  portfolio  switching  (on 60  days'  notice  for a  material
change),  automatic  reinvestment or systematic  withdrawal services at any time
without notice.

SERVICE CHARGES

   Each shareholder pays the Fund's  Investment  Adviser an account  maintenance
fee of $1.50 per month, whether he invests in one or in more than one Portfolio.
No additional fee is charged for an IRA Plan Account maintained by a shareholder
who also  maintains a regular  Shareholder  Account in exactly the same name and
address.

   At  the  shareholder's  option,  the  fee  may be  paid  annually  by  check.
Otherwise,  the fee is  collected  once a year,  usually in December or January,
from any dividends payable to the shareholder.  If the  shareholder's  dividends
are  insufficient  to pay the fee, the Fund will redeem a  sufficient  number of
shares to pay the  remaining  amount,  redeeming  first from the  Treasury  Bill
Portfolio,  next from the  Permanent  Portfolio,  next from the  Versatile  Bond
Portfolio,  and lastly from the Aggressive  Growth  Portfolio.  If a shareholder
invests both through a regular  Shareholder Account and also through an IRA Plan
Account in exactly the same name and with the same Social Security  number,  and
if the  shareholder  does not pay the fees for the two  accounts  separately  by
check,  they will be collected  first from  dividends on, and/or  redemption of,
shares held in the regular Shareholder Account rather than by drawing on the IRA
Plan Account.


   Any accrued but unpaid  account  maintenance  fee will be collected  from the
amount owed to a shareholder who closes his Shareholder Account during the year.

   
   The  account  maintenance  fee  offsets  a  portion  of the  recurring  costs
associated with maintaining each Shareholder  Account.  Such costs could include
charges  by the  Fund's  Transfer  Agent  for  shareholder  accounting  and data
processing;  printing of the Fund's annual and interim financial reports sent to
shareholders;  printing of  shareholder  proxy  materials and the  tabulation of
shareholder  proxies  not  deemed  extraordinary  expenses  as  defined  by  the
Contract;  postage associated with mailing reports,  shareholder  statements and
other  materials to  shareholders;  and costs of maintaining the "800" telephone
lines  to  the  Transfer  Agent  and  the  Investor's  Information  Office.  The
Investment Adviser collected a total of $131,703 in account  maintenance fees in
the last fiscal year, all of which was used by the Investment Adviser to pay for
a portion of the  recurring  costs  referred to above.  The  Investment  Adviser
believes  that the amounts paid by it for such costs were lower than those which
the Fund  might  have  paid to  obtain  comparable  services  from  unaffiliated
parties.
    

   All mutual funds incur  similar  expenses.  Most funds pay them  directly,  a
practice  which  reduces their  shareholders'  net  investment  income per share
and/or  net  asset  value  per  share.  The  Fund,  however,  asks  each  of its
shareholders  to pay an  account  maintenance  fee in order  to  avoid  any such
reduction in net income or net asset value per share.

   For an investor,  account  maintenance  fees  generally are a  tax-deductible
investment  expense,  subject to the general limitations on the deductibility of
such expenses.
<PAGE>
   The Investment  Adviser charges each investor a one-time account start-up fee
of $35. An investor pays this fee only once, even if he invests in more than one
Portfolio,  and even if he  maintains  both an IRA Plan  Account  and a  regular
Shareholder Account with the Fund in exactly the same name and address. This fee
is deducted from the investor's initial investment and will be deducted a second
time only if a former shareholder opens a new Shareholder Account.

   The one-time  account  start-up fee offsets a portion of the costs associated
with establishing an account for each shareholder. The Fund's Board of Directors
considers  that the  amount of such fee is lower  than that which the Fund might
have paid to obtain comparable services from unaffiliated parties.

   A current shareholder may invest in one or more additional Portfolios without
incurring an additional account start-up fee.

CUSTODIAN, TRANSFER AGENT AND DIVIDEND-DISBURSING AGENT

   The  Fund's   custodian  is  State   Street  Bank  and  Trust   Company  (the
"Custodian"), located in Boston, Massachusetts.

   The Fund's transfer agent and dividend-disbursing agent is Chase Global Funds
Services  Company (the "Transfer  Agent"),  telephone number  1-800-341-8900  or
1-617-557-8000.  The Transfer  Agent's primary offices are located at 73 Tremont
Street, Boston,  Massachusetts 02108. Correspondence should be addressed to P.O.
Box 2798, Boston, Massachusetts 02208.

REPORTS
   
   The Fund sends its shareholders  financial statements,  including a report of
each Portfolio's  investment holdings,  every six months. The Fund's fiscal year
ends on January 31.  Further  information  about the  performance of the Fund is
contained in the Fund's Annual Report to Shareholders for the year ended January
31, 1997.  The report of KPMG Peat Marwick LLP on the  aforementioned  financial
statements  and financial  highlights  contains an  explanatory  paragraph  that
states  that  the  Securities   and  Exchange   Commission   instituted   public
administrative and cease-and-desist proceedings on January 13, 1997, against the
Fund's Investment Adviser, a wholly owned investment of the Permanent Portfolio,
and two of the Fund's  directors  and  officers.  A copy of the Annual Report to
Shareholders is available without charge from the Investor's Information Office.
    
   KPMG Peat  Marwick  LLP has been  selected by the Board of  Directors  as the
independent auditors for the Fund for the fiscal year ending January 31, 1998.

Advertising

   From  time to time the Fund  may  advertise  its  yield  or total  return  in
accordance with the following applicable federal securities  regulations.  Yield
for the Treasury Bill Portfolio will be calculated by determining the net change
(exclusive of capital  changes) in the value of one share over a specified 7-day
period,  assuming  purchase of additional  shares with dividends on the original
share  and  additional  shares,  deducting  the  account  maintenance  fee,  and
annualizing  the  resulting  figure.  For  effective  yield,  the result will be
compounded. Yield for the Fund's other Portfolios will be calculated by dividing
the net investment  income per share earned during a specified  30-day period by
the net asset value per share on the last day of the period and  annualizing the
resulting figure.  Average annual total return will be calculated by determining
the  percentage  change  in value of  $1,000  invested  at net  asset  value for
specified  periods  ending  with  the most  recent  calendar  quarter,  assuming
reinvestment of all distributions, deduction of all fees and expenses except the
one-time account start-up fee, and complete  redemption of the investment at the
end of the respective periods.

   No person is authorized to give any information or to make any representation
not  contained  in this  Prospectus  in  connection  with the matters  described
herein. If given or made, such information or representation  must not be relied
upon as having been authorized.

<PAGE>

           INVESTMENT ADVISER                                   THE
             World Money Managers                            PERMANENT
             Terry Coxon, General Partner                    PORTFOLIO
             625 Second Street                            Family of Funds
             Petaluma, California 94952

           CONSULTANTS TO THE FUND
             Harry Browne
             Douglas Casey

           TRANSFER AGENT
             Chase Global Funds Services Company
             P.O. Box 2798
             Boston, Massachusetts 02208
             (for overnight delivery services,
             73 Tremont Street
             Boston, Massachusetts 02108)
             1-800-341-8900
             In Mass. 1-617-557-8000

           CUSTODIAN
             State Street Bank and Trust Company
             Boston, Massachusetts 02105

           INDEPENDENT AUDITORS
             KPMG Peat Marwick LLP
             Three Embarcadero Center
             San Francisco, California  94111
                                                             including
                                                      the Permanent Portfolio,
                                                           (Symbol PRPFX)
                                                   the Treasury Bill Portfolio,
                                                           (Symbol PRTBX)
                                                   the Versatile Bond Portfolio
                                                           (Symbol PRVBX)
                                                                 and
                                                 the Aggressive Growth Portfolio
                                                           (Symbol PAGRX)
                                                            Prospectus

         Investor's Information Office
                 P.O. BOX 5847
               Austin, Texas 78763
                 1-800-531-5142
            or 1-512-453-7558 direct
     or 1-512-453-2015 by telecopier (FAX)




<PAGE>
   
STATEMENT OF                                                        June 2, 1997
ADDITIONAL
INFORMATION
    






                   PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                 625 Second Street - Petaluma, California 94952



   
    THIS STATEMENT OF ADDITIONAL  INFORMATION (THE "SAI") OF PERMANENT PORTFOLIO
FAMILY OF FUNDS,  INC.  (THE "FUND") IS NOT A  PROSPECTUS  AND SHOULD BE READ IN
CONJUNCTION WITH THE FUND'S  PROSPECTUS  DATED JUNE 2, 1997 (THE  "PROSPECTUS").
THE PROSPECTUS AND THE FUND'S ANNUAL REPORT TO  SHAREHOLDERS  FOR THE YEAR ENDED
JANUARY  31, 1997 MAY BE OBTAINED  WITHOUT  CHARGE BY REQUEST TO THE  INVESTOR'S
INFORMATION OFFICE, P.O. BOX 5847, AUSTIN, TEXAS 78763.
    

    THE FUND'S PERMANENT PORTFOLIO RESERVES A LIMITED RIGHT TO REDEEM ITS SHARES
IN  KIND IN  CERTAIN  CIRCUMSTANCES,  AS  EXPLAINED  HEREIN  UNDER  THE  HEADING
"REDEMPTION OF SHARES BY THE FUND - IN-KIND REDEMPTIONS."

<PAGE>


                               TABLE OF CONTENTS
   

OBJECTIVES AND POLICIES......................................................1
    The Four Portfolios......................................................1
    Investment Strategy......................................................1
        Permanent Portfolio..................................................1
        Treasury Bill Portfolio..............................................2
        Versatile Bond Portfolio.............................................2
        Aggressive Growth Portfolio..........................................2
    Investment Categories....................................................3
    Illiquid Investments.....................................................6
    Offsetting and Indirect Investments......................................7
    Strategic Portfolio Adjustments..........................................11
    Investment Restrictions..................................................12
MANAGEMENT...................................................................14
    Investment Adviser.......................................................14
    Directors and Officers...................................................15
    Compensation.............................................................15
CONSULTANTS..................................................................16
DISTRIBUTIONS AND TAXES......................................................16
    Foreign Taxes............................................................17
COMPUTATION OF NET ASSET VALUES..............................................17
PURCHASE OF SHARES FROM THE FUND.............................................18
REDEMPTION OF SHARES BY THE FUND.............................................18
    Redemption Limitations...................................................18
    In-Kind Redemptions......................................................18
    Tax Consequences of In-Kind Redemptions..................................19
PORTFOLIO TRANSACTIONS AND BROKERAGE.........................................19
TRANSFER AND DIVIDEND-DISBURSING AGENT.......................................21
CUSTODIAN....................................................................21
GENERAL INFORMATION..........................................................21
    Organization and Capitalization..........................................21
    Income Equalization Accounting...........................................22
    Calculations of Performance Data.........................................22
FINANCIAL STATEMENTS.........................................................24
    
<PAGE>


OBJECTIVES AND POLICIES
The Four Portfolios

    The Fund has four  separate  portfolios  (the  "Portfolios"),  the Permanent
Portfolio,  the Treasury Bill  Portfolio,  the Versatile  Bond Portfolio and the
Aggressive Growth Portfolio.

    The Permanent  Portfolio invests a fixed Target Percentage of its net assets
in gold, silver, Swiss franc assets,  stocks of real estate and natural resource
companies,  aggressive  growth stocks,  and dollar assets such as U.S.  Treasury
bills, notes and bonds. The Permanent  Portfolio's  objective is to preserve and
increase the purchasing power value of its shares over the long term.

    The Treasury Bill Portfolio  invests in short-term U.S.  Treasury bills, and
may also invest in U.S. Treasury bonds and notes having a remaining  maturity of
thirteen  months or less.  The  Portfolio's  objective  is to earn high  current
income for the Portfolio, consistent with safety of principal.

    The  Versatile  Bond  Portfolio  invests  in  a  diversified   portfolio  of
short-term  corporate  bonds  rated  "A" or  higher by  Standard  & Poor's.  The
Portfolio's  objective is to earn high current income for the  Portfolio,  while
limiting risk to principal.

     The Aggressive  Growth Portfolio  invests in U.S. stock market  investments
selected for high profit potential.  The Aggressive Growth Portfolio's objective
is to achieve high long-term appreciation in the value of its shares.

Investment Strategy
    Permanent Portfolio

    The Permanent  Portfolio's  investment  policies  reflect the opinion of the
Fund's  management  that it is impossible to forecast  inflation  rates or other
economic  events with a high degree of  reliability  and that only investors who
are willing to embrace a high degree of risk  should act on such  forecasts.  An
investment  vehicle such as the  Permanent  Portfolio,  whose goals  include the
preservation of purchasing power,  should  acknowledge a broad range of economic
possibilities  and,  in order to preserve  purchasing  power over the long term,
should  incorporate  investments  for each of them. In the opinion of the Fund's
management, economic possibilities for the future are limited to the following:

     1. Rising  inflation.   From  1960  through  1980  the  rate  of  inflation
        generally,  with intermittent pauses and reversals,  rose. The inflation
        rate  generally  fell from 1980  through  1992.  The  Fund's  management
        believes  that  if  the  pattern  of  rising  inflation   resumes,   the
        investments most likely to appreciate would include gold, silver,  Swiss
        franc assets, and interests in real estate and natural resources.  Gold,
        silver,  real estate, and natural resources tend to be profitable during
        periods of rising  inflation  because  inflation and the fear of further
        inflation  add to  investor  demand  for  assets  whose  values  are not
        denominated  in a fiat  (non-convertible)  currency.  Swiss franc assets
        tend to appreciate during periods of rising inflation because,  although
        the Swiss franc is a fiat currency,  the Swiss government  traditionally
        has acted with a high degree of restraint in permitting  the issuance of
        new  currency.  Such  restraint  is generally  taken to indicate  that a
        currency will preserve its  purchasing  power.  If the rate of inflation
        does rise,  the prices of common stocks (other than those of real estate
        and natural resource companies) and, more especially,  of dollar assets,
        are likely to decline.

    2.  Abruptly-slowing  inflation.  Most periods of extended inflation in U.S.
        history have been  followed by abrupt  declines in the rate of inflation
        and, in many cases, by deflation. The Fund's management believes that if
        inflation should decline abruptly (or deteriorate into a deflation), the
        investments  most likely to appreciate would include  previously  issued
        dollar assets such as U.S. Treasury securities,  since interest rates on
        newly issued dollar  investments  of these types tend to decline  during
        periods of declining inflation,  thus increasing the value of previously
        issued securities. If the rate of inflation does decline abruptly, it is
        likely that gold,  silver,  Swiss franc  assets,  and most common stocks
        would decline in value.

     3. Gradually-slowing  inflation.  In the event  that the rate of  inflation
        declines  slowly (a "soft  landing") and the economy  escapes the trauma
        that has followed most inflations,  the Fund's management  believes that
        common stocks would be among the investments  most likely to appreciate.
        The  results  for stock  market  issues  that tend to rise and fall to a
        greater  degree  than the stock  market as a whole  (the types of issues
        that the Fund's  management  attempts  to  identify  and  include in the
        Permanent Portfolio's  investment portfolio as aggressive growth stocks)
        would be especially favorable.  In the opinion of the Fund's management,
        common stocks tend to appreciate  during periods of gradually  declining
        inflation because the effective rate of taxation faced by most operating
        businesses  declines  in  step  with  the  inflation  rate  (due  to the
        interaction  between inflation and the depreciation  allowances provided
        for under the Internal  Revenue  Code),  and because the occurrence of a
        soft landing  indicates  that the economy will not suffer the disruption
        associated with an abrupt decline in inflation. If the rate of inflation
        does decline gradually,  it is likely that gold, Swiss franc assets, and
        the stocks of real estate and natural  resource  companies would decline
        in value.

    The Permanent  Portfolio  attempts to achieve its objective by maintaining a
combination of investments  whose purchasing power as a whole should hold steady
or increase in the variety of economic  circumstances  listed above.  The Fund's
management  is able to make no assessment as to the current state of the economy
and has no opinion as to the occurrence of any particular  economic  possibility
for the future.

    As indicated  above,  the Permanent  Portfolio's  investments  include gold,
silver, Swiss franc assets,  various stock market issues, and dollar assets. The
investment  categories  were  selected  and the Target  Percentages  assigned in
accordance  with  the  Fund's  management's  opinion  of the  volatility  of the
investments,  and their  past and  anticipated  future  performances  in varying
economic  circumstances.  Of course,  the Fund has no control over the manner in
which  particular  investments  respond to changes in economic  conditions.  For
example,  even in an inflationary  climate there may be large-volume  sellers of
gold or  silver  whose  actions  would  tend to  depress  the  prices  of  those
commodities.

    Treasury Bill Portfolio

    The Treasury Bill Portfolio's investment policies reflect the opinion of the
Fund's  management that among  investors'  primary goals for their cash holdings
are safety and liquidity plus, when possible,  a way to reduce the tax burden on
the income that cash can earn on money market  investments.  The  Treasury  Bill
Portfolio  was designed for  investors who wish to avoid the risk of large price
declines  that can  occur in the stock and bond  markets  and who are  concerned
about the safety of banks,  savings  institutions  and other money market funds,
but who  desire  tax  planning  to  achieve a higher  after-tax  return  than is
possible with an ordinary money market fund and  check-writing  privileges.  The
Treasury Bill Portfolio  therefore invests only in U.S. Treasury  securities and
provides  those  shareholder  services  described  in the  Prospectus  under the
heading  "Shareholder Account Services and Privileges," and follows the dividend
and  tax-planning  policies  described in the Prospectus  under  "Objectives and
Policies" and "Distributions and Taxes."

    Versatile Bond Portfolio

    The Versatile Bond  Portfolio's  investment  policies reflect the opinion of
the Fund's  management  that  short-term  (24 months or less),  investment-grade
(Standard & Poor's ratings of "A" or higher)  corporate bonds  historically have
provided  high  returns  and  their  price  fluctuations  ordinarily  are  mild.
Constructing  a portfolio  from such bonds can be a formula for  achieving  high
current  income  without  bearing  the  serious  risks of buying  junk  bonds or
long-term  corporate,  municipal  or  U.S.  Treasury  bonds.  In  addition,  the
Versatile Bond Portfolio follows the same dividend and tax-planning  policies as
the Fund's other Portfolios.

    Aggressive Growth Portfolio

    The Aggressive Growth Portfolio's investment policies reflect the opinion of
the  Fund's  management  that the  stock  market  has  been the most  successful
long-term  investment  since 1926, and that an investor seeking to construct his
own investment  portfolio  should include an investment  whose  profitability is
linked directly to the stock market. The Fund's management  believes that stocks
have been the most  successful  long-term  investment  because stocks  represent
ownership  in the engines of wealth --  factories,  mines,  airlines,  telephone
systems,   research  laboratories,   publishing  companies,   financial  service
organizations  and other  productive  enterprises -- that turn out the goods and
services  people need and want.  Stock market  investments  have earned the best
profits  because they feed capital to these engines of wealth,  making them even
more productive.

    Stock market  investors,  however,  need caution.  While the stock  market's
total  return has been high,  it has not been smooth or steady.  Most stocks are
riskier than bonds or money market  instruments;  and,  unlike gold,  stocks are
vulnerable to inflation. And there is no guarantee that the economic growth that
underlies  long-term stock market profits will continue in the future,  which is
one reason a prudent investor should carefully  consider how much of his capital
to invest in stocks.  Stocks are tightly  linked to the real world of production
and  commerce,  and any shock in the economy  (inflation,  recession,  political
turmoil,  bad news of any kind) can translate into a shock for the stock market.
For an investor who holds only a limited portion of his investment  portfolio in
stocks,  the Fund's management  believes that the stocks that the investor holds
should be  volatile,  the kinds of stocks  whose  prices move faster and farther
than the stock market as a whole.  In addition,  volatile stocks can reduce such
an investor's  portfolio's overall risk by minimizing the share of his portfolio
that needs to be devoted to stocks. With less of his overall portfolio allocated
to stocks,  the investor is less vulnerable to any single economic event -- such
as inflation,  deflation, or recession -- that might be disastrous for the stock
market as a whole.

    The Aggressive Growth Portfolio invests in U.S.  companies whose stocks have
been selected for their high, long-term  appreciation potential (higher than for
the stock market as a whole). With such a selection,  when the stock market as a
whole rises, the value of shares in the Aggressive  Growth Portfolio should rise
more.  Of course,  no selection of stocks can be guaranteed to "outrun" a rising
market.  While the Aggressive Growth  Portfolio's  stocks involve more risk than
the average  stock,  especially  when the stock market as a whole is  declining,
they also  offer  greater  potential  reward.  During  bull  markets  in stocks,
volatile  stocks can put the  investor on the "fast  track" to high stock market
prices  because,  in the  opinion  of the Fund's  management,  stocks in general
typically  gain much more  during  periods  when the stock  market as a whole is
rising than they lose  during  periods  that  follow when the stock  market as a
whole is declining.  Therefore,  the Fund's management believes that in the long
term volatile stocks should  outperform other stocks and can yield large profits
from a relatively small investment.

    The Aggressive Growth Portfolio is fully invested in the stock market at all
times.  It does not take on the  unnecessary  risks that come with  attempts  to
switch in and out of the market.  Its  "fully-invested"  policy  assures that it
will not miss out on a bull market in stocks because it has  mistakenly  decided
to sit on the sidelines.  And the Aggressive  Growth Portfolio  follows the same
dividend and tax-planning policies as the Fund's other Portfolios.

    Investors in the following circumstances may find that the Aggressive Growth
Portfolio  can  help to  achieve  their  objectives.  An  investor  who has only
recently begun  investing and has many earning years ahead of him may be willing
to bear  short-term  risks  for his  capital,  in  order to  maximize  long-term
appreciation.  An  investor  whose  wealth  is  mostly  tied up in real  estate,
annuities,  life insurance,  pension plans or trusts should use whatever cash is
available to him for a stock market  investment in a way that is most effective.
An  investor  who  owns  high-yielding  stocks  (those  that  pay  high  taxable
dividends)  may improve his  after-tax  return by  replacing  the  high-yielding
issues with shares in the Aggressive Growth Portfolio. Although this may tend to
increase the short-term volatility of his stock market holdings, the Portfolio's
tax  planning  could  permit more of his stock  market  profits to be  retained,
instead of being lost to current taxes, so that his capital may grow faster. And
an investor who is interested in short-term  stock trading may acquire shares in
the  Portfolio  whenever  he  believes  the time is right to invest  in  stocks,
knowing that the Portfolio is always fully  invested in stocks and being able to
take advantage of the fact that the Portfolio  invests only in volatile  stocks.
Thereby he can maintain a larger  position in the stock market  without  risking
too much of his speculative budget. 

Investment Categories

    Dollar assets. The Prospectus describes the investment categories and Target
Percentages of the Fund's Permanent  Portfolio.  As a further elaboration on the
Dollar asset investment category,  and for information regarding the holdings of
the Treasury Bill Portfolio and the Versatile Bond Portfolio, please see the box
on the following page. Any dollar asset is subject to default risk, that is, the
risk that the  issuer's  promise to make  payment  will not be kept.  The Fund's
management  attempts  to  reduce  this  risk to a very low  level by  purchasing
high-grade  dollar  assets,  i.e.,  those  which,  in the  opinion of the Fund's
management, are secure enough to escape default even under deflationary economic
conditions.  Consequently,  the  Portfolios  do not  invest in  certificates  of
deposit or commercial  paper,  even though the yields on such investments may be
higher than the yields on high-grade  dollar  assets.  Long-term  dollar assets,
and, to a lesser extent,  short-term  dollar assets,  are subject to the risk of
rising  interest  rates.  As rates  rise,  as they tend to do during  periods of
rising inflation, the market values of dollar assets decline. See the discussion
under "Investment  Strategy -  Abruptly-slowing  inflation" above. The degree to
which the Permanent  Portfolio  through its dollar assets is exposed to the risk
of rising  interest rates can be measured by the average length to maturity (the
"term structure") of the Permanent  Portfolio's net dollar assets (the amount of
the Permanent Portfolio's dollar assets reduced by any outstanding  borrowings).
The greater the average  length to maturity,  the greater the risk.  The average
length to  maturity  of the  Permanent  Portfolio's  net dollar  assets will not
exceed 15 years. For purposes of computing the average length to maturity of the
Permanent Portfolio's dollar assets, the following method is used:

     (i) multiply the value of each dollar asset by the length of time until its
         maturity;

    (ii) compute the sum of the results of (i);

   (iii) from the result of (ii),  subtract the sum of the amount of each debt
         (including  reverse  repurchase   agreements)  owed  by  the  Permanent
         Portfolio multiplied by the length of time until its repayment is due;

    (iv) divide the result of (iii) by the  Permanent  Portfolio's  average  net
         dollar assets.


<PAGE>


                            HIGH-GRADE DOLLAR ASSETS

     U.S. Treasury Bills. Treasury bills are short-term (52 weeks or less) loans
to the U.S. Government. Treasury bills are full-faith-and-credit  obligations of
the U.S.  Treasury  and are  generally  regarded  as  being  free of any risk of
default. Treasury bills are actively traded in the open market. Because of their
short time to maturity, their day-to-day price fluctuations are small.

     U.S.  Treasury Notes and Bonds.  Treasury notes and bonds are long-term (as
long as 30 years) loans to the U.S.  Government.  Like Treasury bills,  they are
full-faith-and-credit  obligations  of  the  U.S.  Treasury  and  are  generally
regarded as free of any risk of default.  Treasury  notes and bonds are actively
traded in the open market. Because of their long maturities, they are subject to
larger day-to-day fluctuations in price than Treasury bills.

     U.S. Government Agency Securities. Short-term notes and long-term bonds are
also  issued  by  various  agencies  of the U.S.  Government  or by  enterprises
sponsored  by the  U.S.  Government,  such  as  the  Federal  National  Mortgage
Association and the Government  National Mortgage  Association.  Most such notes
and bonds are not  full-faith-and-credit  obligations  of the U.S.  Treasury and
generally do not carry a direct guaranty by the U.S. Government itself. However,
because their issuers exist to carry out government  programs,  these securities
are generally regarded as having negligible risk of default.

    High-Grade Corporate Bonds.  High-grade corporate bonds are debt obligations
of corporations with a Standard & Poor's rating of "A" or higher and a remaining
time to  maturity  of 24 months or less,  and may  include  corporate  notes and
debentures. Such bonds are not guaranteed by the U.S. Government and are subject
to some risk of default; however, the risk of default generally is considered to
be very low. Such bonds also are subject to price fluctuations caused by changes
in open-market interest rates;  however, such fluctuations are much smaller than
for long-term bonds and are only slightly greater than for U.S.  Treasury bills.
The Permanent  Portfolio may invest in high-grade  corporate bonds which, in the
opinion of the Fund's management, are secure enough to escape default even under
deflationary economic conditions.

    Banker's Acceptances. A banker's acceptance is a post-dated check written by
a business (not  necessarily a major  corporation)  that has been "accepted" and
guaranteed by a bank. Usually,  the post-dating is for no more than nine months.
The types of acceptances  which the Permanent  Portfolio would acquire are those
which are actively traded in the open market.

    There are two, often three, guaranties behind a banker's acceptance.  First,
the acceptance is an obligation of the bank that has accepted it. Second, if the
accepting  bank should  default on its  obligation,  the business that wrote the
accepted  check  ordinarily  would be  responsible  for  making  payment  to the
investor.  Third,  an acceptance is often secured by a pledge of  merchandise or
other property.  Banker's acceptances are generally regarded as among the safest
of all  privately  issued,  short-term  dollar  assets.  The  Fund's  management
considers   banker's   acceptances,   with  their  multiple   backings,   to  be
significantly safer than certificates of deposit, which represent the obligation
of a single entity.

    Repurchase  Agreements.  In a repurchase agreement,  the Permanent Portfolio
buys an investment (the  "underlying  security"),  such as a Treasury bond, that
the  seller  agrees to buy back at a later date for a stated  price.  Repurchase
agreements entered into by the Permanent  Portfolio will generally run for seven
days or less. The Permanent  Portfolio earns interest on the transactions either
in the form of an explicit payment or in the form of a differential  between the
purchase price and the repurchase price.

    Repurchase  agreements may be considered  loans to sellers of the underlying
securities, with those securities constituting the collateral for the loans. The
Permanent Portfolio would suffer a loss on a repurchase  agreement if the seller
defaulted on his  obligation to repurchase the  underlying  securities  when the
value of the  securities  had  declined to less than the agreed upon  repurchase
price. In order to reduce the risk of loss from such transactions, the Permanent
Portfolio will enter into repurchase  agreements whose underlying securities are
only U.S. Treasury securities,  U.S. Government Agency securities,  and banker's
acceptances,  which in the opinion of the Fund's management  present only a very
small risk of default.

    The Permanent Portfolio generally will enter into repurchase agreements only
with  banks.  It may enter  into a  repurchase  agreement  with a  broker-dealer
provided that the agreement is fully collateralized and "marked to market" daily
(which would  require  sufficient  adjustments  of cash or collateral to be made
each day so that the current  value of the  collateral  is at least equal to the
amount of the loan including accrued interest thereon). Such collateral would be
deposited with the Fund's custodian.
<PAGE>
                                 DOLLAR ASSETS
   

    Attached to this SAI as  Appendix A are two tables that show the  historical
performance  of various  types of dollar  assets from  December  1981 to January
1997. The dollar assets and their respective  sources of data are the following:
30-year U.S.  Treasury bonds  ("T-Bonds"),  coupon-equivalent  yield reported by
Bank of America;  20-year U.S.  Government Agency bonds through January 1995 and
30-Year   U.S.    Government   Agency   bonds   thereafter   ("Agency   Bonds"),
coupon-equivalent  yield  reported  by Bank of America;  short-term,  high-grade
corporate  bonds  ("STHG  Bonds"),   average  of  coupon-equivalent  yields  for
corporate  bonds with  maturities of one to two years and rated "A" or higher by
Standard & Poor's included in the Salomon  Brothers Broad  Investment Grade Bond
Index;  91-day U.S.  Treasury  bills  ("T-Bills"),  bank  discount  rate thereon
reported  by  the  Federal  Reserve   System;   3-month   banker's   acceptances
("Acceptances"), bank discount rate thereon reported by Bank of America; 3-month
bank  certificates of deposit  ("CDs"),  bank discount rate thereon  reported by
Bank of America;  overnight repurchase agreements for U.S. Government securities
("Repos"), bank discount rate thereon reported by Bank of America.
   
 Table 1 shows, as of the last business day of each month in the period,  for
T-Bonds,   Agency   Bonds   and  STHG   Bonds,   the   respective   instrument's
coupon-equivalent  yield and annual  yield and the  current  market  price of an
instrument  whose market price was 100 at the end of the  preceding  month ("Old
Bond  Price").  Table 2 shows,  as of the last business day of each month in the
period,  the bank  discount  rate,  the annual  yield and the  market  price for
T-Bills,  Acceptances  and CDs and the bank  discount  rate and annual yield for
Repos.  All  calculations of annual yields assume  reinvestment of all interest.
For STHG Bonds,  the calculation of Old Bond Price assumes a term to maturity of
18 months.
                                     STOCKS

    Attached  to this SAI as  Appendix  B is a table  that  shows  the Dow Jones
Industrial  Average and the Standard & Poor's 500 Stock Index daily from January
2, 1990 to January 31, 1997.
    
<PAGE>


    Repurchase  agreements.  The Permanent  Portfolio  may also hold  repurchase
agreements on the dollar assets described  above.  (The Treasury Bill Portfolio,
the  Versatile  Bond  Portfolio  and the  Aggressive  Growth  Portfolio may also
include  repurchase  agreements  in their  assets.) See the box on the preceding
pages. A Portfolio  would suffer a loss on a repurchase  agreement if the seller
defaulted  on his  repurchase  obligation  when  the  value  of  the  underlying
investment had declined to less than the agreed upon repurchase  price. In order
to reduce the risk of loss from such  transactions,  a Portfolio will enter into
repurchase  agreements  whose  underlying  investments  are,  in the case of the
Permanent  Portfolio,  the Versatile Bond  Portfolio and the  Aggressive  Growth
Portfolio,  only other  Dollar  assets  (or,  in the case of the  Treasury  Bill
Portfolio,  Treasury securities),  which in the opinion of the Fund's management
present only a very small risk of default. Less than 5% of the net assets of the
Fund during the last fiscal year were subject to repurchase agreements,  and the
Fund intends  that less than 5% of its net assets will be subject to  repurchase
agreements during the current fiscal year.
 
   Gold. The Permanent  Portfolio will buy and sell gold only to and from banks
(both  U.S.  and  foreign),  regulated  U.S.  commodities  exchanges,  exchanges
affiliated with a regulated U.S. stock exchange, and dealers who are members of,
or affiliated  with members of, a regulated U.S.  commodities  exchange or stock
exchange or approved by the U.S.  Treasury  as  qualified  to purchase  American
Eagle coins from the U.S. Mint, or interests  equivalent  thereto, in accordance
with applicable  investment  laws. They will not purchase gold from any producer
of the  metal or in any form that is not  readily  marketable.  However,  to the
extent that the Permanent  Portfolio  actually holds gold bullion and coins,  it
may  encounter  higher  storage  and  transaction   costs  than  those  normally
associated  with the  ownership  of  securities.  Gold  generates no interest or
dividends, offering only the potential for capital appreciation.

     Silver. The Permanent  Portfolio's silver holdings may include bullion type
silver coins minted by the U.S. Treasury.

     Swiss franc assets. The Permanent  Portfolio also holds Swiss franc assets.
The  Swiss  franc is  subject  to the risk  that  inflation  (either  actual  or
expected)  will  decrease in the U.S. or rise in  Switzerland.  The price of the
Swiss  franc  is  also  subject  to the  imposition  of  exchange  controls;  to
manipulation by the Federal  Reserve System,  the Swiss National Bank, and, to a
lesser  extent,  by other Swiss  central  banks and  official  agencies;  and to
investment  controls  established  by  the  Swiss  or  U.S.  Government.   While
Switzerland  has  historically  been a politically  stable  nation,  there is no
assurance that the country may not become subject to the risks  discussed  under
"Foreign Investments" in the Prospectus.

    Real  estate  and  natural  resource  company  stocks.  Investments  in  the
Permanent  Portfolio's  real estate and natural resource company stocks category
are generally common stocks,  but the Permanent  Portfolio may acquire preferred
stocks,  shares of beneficial  interest in real estate  investment  trusts,  and
American  Depository  Receipts  ("ADRs")  on stocks  within this  category.  The
Permanent  Portfolio  will invest in a security in this  category  only if it is
listed on a national  securities  exchange in the United  States,  the principal
exchange of a foreign country, as determined by the Board of Directors, or is an
over-the-counter stock quoted on NASDAQ.

    Aggressive   growth  stocks.   Investments  in  the  Permanent   Portfolio's
aggressive  growth stocks  category,  and  investments in the Aggressive  Growth
Portfolio,  may  include  stock  warrants.  Most stock  warrants  are subject to
expiration,  which causes their value to dwindle with the passage of time.  Each
of the  Permanent  Portfolio's  and  the  Aggressive  Growth  Portfolio's  total
investments  in  warrants is limited to a value (at the lower of cost or market)
not to exceed 5% of the  Portfolio's  net  assets;  and  warrants  which are not
listed on the New York or  American  Stock  Exchanges  may not  exceed 2% of the
Portfolio's net assets.

    Short-term corporate bonds.  Investments in the Permanent Portfolio's dollar
asset category,  and  investments in the Versatile Bond  Portfolio,  may include
short-term  corporate  bonds  rated  "A" or  higher by  Standard  & Poor's  when
acquired  by  the  Portfolio,   but  whose  ratings   subsequently  have  become
downgraded.  Ordinarily  the Portfolio  will sell any  investment  that has been
downgraded below Standard & Poor's "A" rating, but may retain such an investment
if, in the opinion of the Fund's management, the investment still appears secure
enough to escape default even under deflationary economic conditions and if such
investments in the aggregate do not exceed 2% of the Portfolio's net assets.

Illiquid Investments

    The Permanent  Portfolio may hold in the aggregate a maximum of 10%, and the
Aggressive  Growth  Portfolio  may hold in the aggregate a maximum of 5%, of its
net assets in  investments  that have no ready market for resale and  securities
for which no readily  available market quotation  exists,  including  repurchase
agreements  maturing in more than 7 days.  For this purpose,  securities of U.S.
issuers are deemed to have no readily  available  market  quotation  if they are
restricted  securities  (securities that must be registered under the Securities
Act of 1933 before  they may be offered or sold to the  public);  securities  of
non-governmental  foreign issuers are deemed to have no readily available market
quotation if they are not listed or traded on a  recognized  domestic or foreign
securities  exchange;  other assets of the Portfolio are deemed to have no ready
market for resale if, in the opinion of the Fund's Board of  Directors,  no bona
fide  market  exists  for the asset at the time of its  purchase  or  subsequent
valuation.  However,  no investment is counted toward the limit if its bid/asked
spread (on bona fide quotes from  dealers  and  market-makers)  normally is less
than 4%, or if it is subject to a put option  exercisable in 7 days or less or a
forward contract that matures in 7 days or less.

   
   Such  illiquid   investments  may  include  investments  in  a  broker-dealer
subsidiary  of the Fund in  amounts  not to  exceed in the  aggregate  1% of the
Permanent Portfolio's net assets and 2% of the Aggressive Growth Portfolio's net
assets.  The Fund has,  however,  liquidated  and  dissolved  its  broker-dealer
subsidiary World Money  Securities,  Inc., and has no present plans to hold such
investments in the future. Also, see "Investment Restrictions" below.
    
    If through the  appreciation  of restricted  securities and other assets for
which no readily  available  market  quotation or ready market exists or through
the  depreciation of  unrestricted  securities or other assets for which a ready
market does exist,  more than 10% of the Permanent  Portfolio's  net assets,  or
more than 5% of the Aggressive Growth Portfolio's net assets, should be invested
in illiquid assets, then the Fund's management would consider  appropriate steps
to protect its liquidity.  Less than 5% of the Permanent  Portfolio's assets and
less than 5% of the Aggressive Growth  Portfolio's assets during the last fiscal
year were considered to be illiquid investments, and the Permanent Portfolio and
the  Aggressive  Growth  Portfolio  each intends that less than 5% of its assets
will be considered to be illiquid  investments  during the current  fiscal year.

Offsetting and Indirect Investments

    The Permanent  Portfolio,  in carrying out its  investment  and tax planning
policies and in maintaining the Target Percentage for each investment  category,
and the  Aggressive  Growth  Portfolio,  in carrying out its  investment and tax
planning policies,  each may write covered call options and purchase put options
on stocks  that it owns,  make short  sales of stocks  that it owns,  and borrow
money and enter into reverse repurchase agreements. The Permanent Portfolio also
may buy and sell gold, silver, and Swiss francs in the forward market (including
through  the  purchase  and sale of futures  contracts).  None of the  Permanent
Portfolio's  assets  during the last fiscal year was subject to or  consisted of
covered call options,  put options,  forward  contracts,  short sales,  borrowed
money or reverse repurchase agreements,  and the Permanent Portfolio anticipates
that none of its assets  will be subject  to or consist of such  investments  or
techniques  during  the  current  fiscal  year.  None of the  Aggressive  Growth
Portfolio's  assets  during the last fiscal year was subject to or  consisted of
covered call  options,  put  options,  short  sales,  borrowed  money or reverse
repurchase agreements, and the Aggressive Growth Portfolio anticipates that none
of its assets will be subject to or consist of such  investments  or  techniques
during the current fiscal year.  Although these devices are commonly  associated
with speculative,  short-term  trading,  each of the Permanent Portfolio and the
Aggressive  Growth  Portfolio is  prohibited  from using them,  and will not use
them,  for such purpose (or in  contravention  of such rules and  regulations or
orders as the Securities and Exchange  Commission may prescribe).  The Permanent
Portfolio  will use  short  sales,  forward  contracts,  put and  call  options,
borrowings  and  reverse  repurchase  agreements  only to  reduce  discrepancies
between the Permanent  Portfolio's actual holdings and the Target Percentages in
instances  where the devices appear to offer an advantage in price or yield over
a direct  purchase or sale of the  underlying  asset,  or for tax planning.  The
Aggressive  Growth  Portfolio will use such devices only in instances where they
appear to offer an advantage in price or yield over a direct purchase or sale of
the underlying asset, or for tax planning.  Each of the Permanent  Portfolio and
the  Aggressive  Growth  Portfolio  expects,  when it uses put and call options,
forward contracts,  and short sales,  actually to make or accept delivery of the
underlying  asset. The Permanent  Portfolio and the Aggressive  Growth Portfolio
would elect not to make or accept  delivery only when so electing  would, in the
opinion of the Fund's management,  achieve an advantage in price,  yield, or tax
planning.  In such instances,  those  Portfolios  would enter into an offsetting
option  transaction  (selling the put and purchasing the call), or an offsetting
forward transaction (selling or purchasing a forward contract, as the case might
be),  or would  close  out the  short  sale by  purchasing  and  delivering  the
underlying  securities.   Those  Portfolios  generally  would  incur  additional
brokerage  costs in doing so.  The  Permanent  Portfolio  may  engage in forward
contracts  and short sales  outside of the United  States,  which  might  entail
additional risks. See "Foreign Investments" in the Prospectus.

    Because  the   Permanent   Portfolio  is  required  to  observe  the  Target
Percentages  and because  the  Permanent  Portfolio  and the  Aggressive  Growth
Portfolio each observes other restrictions governing its activities,  the Fund's
management believes that the risks commonly associated with the above investment
devices are greatly reduced or eliminated.

    As an example of how the Permanent Portfolio might use these devices, if the
Permanent  Portfolio's actual holdings of gold exceeded the Target Percentage of
20%,  the  Permanent  Portfolio  might enter into a forward  sale for the excess
amount.  The  quantity of gold subject to the forward sale then would be counted
as an offset against the Permanent Portfolio's actual holdings,  and the payment
receivable from the forward sale would be counted as a dollar asset.

    Similarly,  the  Permanent  Portfolio  might  increase  its  position  in an
investment  category by making purchases in the forward market. For example,  if
the  Permanent  Portfolio's  actual  holdings  of silver  fell  below the Target
Percentage of 5%, the Permanent  Portfolio  might purchase silver in the forward
market  and count it as silver  owned.  The money  payable  to the  seller  upon
delivery of the silver to the Permanent  Portfolio would be counted as an offset
against the Permanent Portfolio's holdings of dollar assets.

    As a further  example,  the  Permanent  Portfolio or the  Aggressive  Growth
Portfolio might use put and call options to effectively reduce its holdings of a
particular stock. Those Portfolios would do so by writing (selling) call options
on the shares of stock  they owned and  simultaneously  purchasing  put  options
(with the same expiration date and striking price) on the same stock. The effect
of the option  transactions  would be  virtually to  eliminate  the  Portfolio's
interest in the price of the stock for the  duration of the  options,  since the
net value of the option  position would (within narrow limits) change dollar for
dollar  with,  but in the  direction  opposite  to,  changes in the price of the
stock.  The combined  dollar value of the stock and the option position would be
approximately  fixed,  but,  due to  competitive  factors in the option  market,
normally would tend to rise gradually over the life of the options. Accordingly,
while the option position remains open, the Permanent  Portfolio would count the
value of the stock together with the option position as a dollar asset.

    The Permanent  Portfolio  may borrow money or enter into reverse  repurchase
agreements  in order to reduce its net  holdings  of dollar  assets to the level
called for by the Target  Percentages,  but the  Portfolio  may not and will not
borrow for the purpose of  speculative,  short-term  trading.  The amount of any
borrowing by the Permanent  Portfolio  would be counted as an offset against the
Permanent Portfolio's holdings of dollar assets, and the money borrowed would be
invested to increase  the  Permanent  Portfolio's  holdings in other  investment
categories to the levels called for by the Target Percentages.

    Additional information regarding offsetting and indirect investments appears
below.

    Put and call options.  In exchange for a premium,  the seller  (writer) of a
call option  grants to the option  buyer the right,  until a certain  expiration
date, to purchase shares of stock at a fixed price (the striking  price).  For a
speculative trader, the risk assumed by selling a call option is that the market
price of the underlying stock prevailing on the expiration date may be above the
option's striking price. In that case the speculative  option seller (unlike the
Permanent  Portfolio and the Aggressive  Growth  Portfolio,  which would own the
underlying  stock) could be forced to purchase the stock to cover the option and
deliver it to the option buyer.  The  difference  between the option's  striking
price and the  stock's  price in the open market  would  represent a loss to the
option seller.

    By paying a premium, the purchaser of a put option acquires the right, until
a certain  expiration  date, to sell shares of stock at a fixed striking  price.
For a speculative  trader, the risk of purchasing a put is that the market price
of the  underlying  stock  prevailing  on the  expiration  date may be above the
option's  striking price. In that case the option would expire worthless and the
entire amount invested in it would be lost.

    The purchase of a put option  simultaneously  with the sale of a call option
(on the same  stock and with the same  striking  price and  expiration  date) is
considered  in economic  effect a short sale of the  underlying  stock;  the net
value of the option  position  tends to change dollar for dollar with,  but in a
direction counter to, the price of the underlying stock. The Permanent Portfolio
or the Aggressive  Growth Portfolio might enter into a short sale,  instead of a
combined option  transaction,  of a particular  stock that it owned if no option
were  available on the stock or if the short sale provided an advantage in price
over a combined option transaction.

    The combined option  transaction also involves both the payment of a premium
(for the purchase of the put option) and the receipt of a premium (from the sale
of the call  option).  For a  speculative  trader,  the risk of such a  combined
option  transaction is that the price of the underlying stock will rise. In that
case,  each  one-dollar rise in the price of the stock would result in a loss of
approximately one dollar on the combined option transaction.

    The only type of option  transaction  which the  Permanent  Portfolio or the
Aggressive Growth Portfolio may enter into is the combined transaction described
in the preceding  paragraph.  However,  those  Portfolios will enter into such a
transaction  only if they actually own the stock to which the options apply, and
they will continue to hold the option  position only while they continue to hold
the  stock.  Thus  any  loss  on a  permissible  option  transaction  should  be
approximately  equalled by a gain on the price of the stock.  Consequently those
Portfolios  will  not be  exposed  to the  risks  normally  associated  with the
speculative use of put and call options.

    Each of the Permanent  Portfolio  and the  Aggressive  Growth  Portfolio has
adopted the following  operating  policies with respect to option  transactions,
which may be changed only by the Fund's Board of Directors:

    o   the  aggregate  value  of  the  stock  underlying  option  transactions,
        determined  as of the  date  the  options  are  entered  into,  will not
        ordinarily  exceed 10% and may not exceed  25% of such  Portfolio's  net
        assets.  Neither of such  Portfolio's  net assets during the last fiscal
        year were subject to option  transactions,  and each of such  Portfolios
        intends  that less than 5% of its net  assets  will be subject to option
        transactions during the current fiscal year;

    o   the stock underlying the options must be listed on a national securities
        exchange,  and the option  must be issued by the Chicago  Board  Options
        Clearing Corporation;

    o   the  aggregate  premiums  paid  for all put  options  purchased  by such
        Portfolio and held by such  Portfolio at any one time will not exceed 2%
        of such Portfolio's net assets;

    o   the  stock   underlying  the  options  must  be  qualified  within  such
        Portfolio's investment categories; and

    o   the maximum term of the options will not exceed nine months.

     Any gain (or loss) on stocks liquidated  through such an option transaction
would be recognized in the year the options are exercised. During most months of
the year,  options are available  that do not expire until the  following  year.
Thus,  provided that the holder of the call option which the Permanent Portfolio
or the Aggressive  Growth Portfolio has sold does not exercise it before the end
of the year in which it is written,  the Portfolio  could use a combined  option
transaction to defer  recognition of a capital gain (or loss) into the following
year. In some cases those Portfolios might want to accomplish such a deferral in
order to offset the gain (or loss) of one stock  position  against  the loss (or
gain) from the sale of other  assets.  In addition,  the net proceeds of a stock
liquidation through a combined option transaction may be greater,  even allowing
for brokerage costs, than through a direct sale.

    Forward contracts. A forward purchase obligates the purchaser to pay a fixed
price for a  commodity  (or  currency)  to be  delivered  at a fixed date in the
future.  A forward sale is the counterpart of a forward  purchase;  it obligates
the seller to deliver a commodity (or currency) on a fixed date in the future in
exchange for a fixed price.

    Except for futures contracts (the type of forward contract that is traded on
a U.S. futures  exchange),  forward contracts usually are settled in cash at the
contract's  maturity  date.  A  futures  contract,  on the other  hand,  usually
involves daily settlement, in cash, of the gain or loss on the commodity's price
each day.  Commodity  futures contracts traded on U.S.  commodity  exchanges are
subject to the regulation of the exchange and of the Commodity  Futures  Trading
Commission  under  the  Commodity  Exchange  Act,  in  order  to  prevent  price
manipulation  and excessive  speculation,  and to promote  orderly and effective
commodity futures markets.  Such regulations may include trading and daily price
limits, position limits, and margin requirements.  Forward contracts with a bank
or dealer  generally  are not secured or  guaranteed  by an  exchange,  clearing
corporation, or similar entity.

    Because it is possible to enter into forward purchase and sales contracts by
making an initial  payment of as little as 5% (or even less) of the value of the
commodity,  forward  contracts  can involve a high degree of risk;  even a small
decline in the price of the commodity could result in the loss of most or all of
the cash invested. The Permanent Portfolio, however, will not trade in commodity
forward  contracts;  it will enter into  forward  purchases  only for amounts of
commodities (or Swiss francs) needed to meet the Target Percentages, and it will
enter into forward  sales only for amounts of  commodities  (or Swiss francs) it
actually  owns that exceed the Target  Percentages.  Consequently  the Permanent
Portfolio  will not be subject to the high  degree of risk  associated  with the
speculative use of forward contracts, although each forward transaction,  viewed
in isolation,  would still appear to involve the risks normally  associated with
forward  contracts.   Furthermore,  the  Permanent  Portfolio  has  adopted  the
following operating  policies,  which may be changed only by the Fund's Board of
Directors:

    o   the Permanent  Portfolio will use forward  contracts only to acquire and
        dispose  of actual  commodities  (or Swiss  francs)  within  the  Target
        Percentages, and not for any speculative purpose;

    o   the Permanent Portfolio will enter into forward contracts only through a
        regulated  U.S.  commodity  exchange  or dealers  who are  members of or
        affiliated with members of a regulated U.S. commodity exchange,  or with
        the ten largest (in assets) U.S.  banks or ten largest (in assets) Swiss
        commercial banks, excluding cantonal and savings banks, as determined by
        the Swiss National Bank;

    o   the Permanent  Portfolio's  net assets plus  borrowings by the Permanent
        Portfolio and the aggregate  price of all  commodity  forward  contracts
        owned by the Permanent  Portfolio (measured by multiplying the number of
        units to which the contracts refer by the price per unit specified) will
        equal at least  300% of the  aggregate  price of all  commodity  forward
        contracts owned by the Permanent  Portfolio and any  borrowings.  If the
        300%  requirement  specified  above is not being  met at any  time,  the
        Permanent  Portfolio  will take the necessary  steps to restore the 300%
        coverage  within  three  business  days.  Sales  of  commodity   forward
        contracts  in order to  comply  with this  300%  limitation  may have an
        adverse impact on the Permanent Portfolio;

    o   the Permanent  Portfolio  will  segregate,  and maintain in a segregated
        account until the  commodity  forward  purchase  contract is closed out,
        cash or U.S. government  securities equal in value to the purchase price
        required to be paid by the  Permanent  Portfolio  due on the  settlement
        date under the contract;

    o   the  Permanent  Portfolio  will not  invest  (including  the  placing of
        additional  margin  deposits) more than twice the amount of the original
        margin deposit in any commodity forward contract; and

    o   the Permanent Portfolio will not invest in, or be contingently obligated
        in connection  with,  commodity  contracts in an amount exceeding 10% of
        its assets.

    The assets  maintained  in the  segregated  account  referred  to above will
continue to be treated as dollar  assets for purposes of the Target  Percentages
until the settlement date under the contract.

    The Permanent  Portfolio did not engage in any forward  contracts during the
last fiscal year, and does not intend to engage in any forward  contracts during
the current fiscal year.

    Short sales.  A short sale  obligates  the seller to deliver a security at a
later, perhaps indefinite,  date. In return, the seller receives a price that is
fixed on the date of the sale.  For a speculative  trader,  the risk of making a
short sale is that the price of the security will rise, forcing the short seller
to purchase the security at a higher price than he receives from the short sale.
In principle, the potential loss is unlimited,  since there is no absolute limit
on how high an investment's price might rise.

    Each of the Permanent  Portfolio and the  Aggressive  Growth  Portfolio will
enter into short sales only of stocks which it  contemporaneously  owns,  and it
will retain such stocks so long as the short  position  remains open.  (In other
words,  those  Portfolios  will  enter  into  short  sales  "against  the box.")
Consequently  those  Portfolios will not be exposed to the risks associated with
the  speculative  use of short sales.  Neither the  Permanent  Portfolio nor the
Aggressive  Growth  Portfolio  entered  into short sales  during its last fiscal
year,  nor intends to enter into short sales  during its  current  fiscal  year.
Furthermore,  the Permanent  Portfolio and the Aggressive  Growth Portfolio each
has adopted the following  operating policies with respect to short sales, which
may be changed only by the Fund's Board of Directors:

    o   such  Portfolio  will limit the dollar  amount of short sales at any one
        time to a value  ordinarily  not to  exceed  10% and in no  instance  to
        exceed 25% of its net assets; and

    o   the value of securities of any one issuer in which such Portfolio may be
        short will not exceed the lesser of 2% of the value of such  Portfolio's
        net assets or 2% of the securities of that class of that issuer.

    For tax  purposes,  a capital  gain (or loss) on a short sale is  recognized
when the seller makes delivery of the securities he has sold short. The gain (or
loss)  is  long-term  only if the  securities  had been  held for more  than the
applicable minimum holding period for long-term capital gains at the time of the
short sale.

    Borrowed money. The purchase of investments with borrowed money can entail a
higher degree of risk from price  fluctuations  than a cash purchase using one's
own  funds,  since  the  borrowings  allow  the  buyer to  purchase  more of the
investment  than he could  using only his own cash.  For  example,  if the buyer
finances a purchase 50% with his own cash and 50% with borrowed  funds,  each 1%
decline in the price of the  investment  would result in a 2% decline in the net
value of his position in the investment.  A 50% decline in price would result in
a total loss. In addition,  the buyer would incur  interest  expense on borrowed
funds.

    Because the  Permanent  Portfolio  will borrow money only to the extent that
its holdings of dollar assets exceed the Target  Percentage  for dollar  assets,
and because the  Permanent  Portfolio  may use  borrowed  money only to purchase
investments to meet the Target  Percentages,  borrowing can add to the Permanent
Portfolio's risk of loss from investment price  fluctuations  only to the extent
that the  borrowings  extend the average  length to  maturity  of the  Permanent
Portfolio's net dollar assets beyond 15 years, thereby exposing the market value
of the  Permanent  Portfolio's  dollar  assets to  fluctuations  in prices  with
changes  in  interest  rates and other  factors.  However,  as  indicated  under
"Investment  Categories"  above, the average length to maturity of the Permanent
Portfolio's  net dollar assets may not exceed 15 years - a term  structure  that
the  Permanent  Portfolio  could  achieve  without  the use of  borrowed  money.
Consequently the Permanent  Portfolio's  ability to borrow will not increase its
potential exposure to loss from investment price fluctuations.  Furthermore, the
Permanent  Portfolio,  the Versatile Bond  Portfolio and the  Aggressive  Growth
Portfolio  each has adopted the  following  operating  policies  with respect to
borrowings:

    o   the amount of money  such  Portfolio  may borrow  will be limited by the
        Investment  Company  Act of 1940 (the "Act") so that  immediately  after
        such  borrowing the amount  borrowed may not exceed 33 1/3% of the value
        of such  Portfolio's  assets  (including  the amount  borrowed) less its
        liabilities  (not including any borrowings but including the fair market
        value at the time of computation of any securities with respect to which
        there are open short positions). If, due to market fluctuations or other
        reasons,  the value of such Portfolio's  assets falls below the coverage
        requirement of the Act, such Portfolio will, within three business days,
        reduce its debt to the extent  necessary.  To do this such Portfolio may
        have to  sell a  portion  of its  investments  at a time  when it may be
        disadvantageous to do so;

    o   such  Portfolio may borrow only from banks in  accordance  with the Act,
        and will also be subject to  applicable  margin  limitations  imposed by
        regulations adopted by the Federal Reserve Board;

    o   in observing  these limits,  such  Portfolio  will count the proceeds of
        reverse repurchase agreements (see below) as borrowed money; and

    o   such  Portfolio  will  segregate,  and maintain in a segregated  account
        until the borrowing is repaid,  cash,  U.S.  government  securities,  or
        other  appropriate  liquid  assets  equal to the  amount  borrowed.  See
        "Forward contracts" above for the treatment of the segregated assets.

     No Portfolio  engaged in any borrowings during the last fiscal year, and no
Portfolio intends to engage in any borrowings during the current fiscal year.

    Reverse repurchase  agreements.  A reverse repurchase agreement is a special
device for  borrowing  money.  Under such an  agreement,  the borrower  sells an
investment (usually a bond, money market instrument,  or other dollar asset) and
agrees to repurchase it later at a fixed price. Because it is possible to borrow
nearly the  entire  purchase  price of a bond or other  dollar  asset  through a
reverse  repurchase  agreement,  such  agreements  can be  used  by  traders  to
speculate on price changes, especially price changes associated with declines in
interest rates.  Such  speculation is highly risky,  since an unforeseen rise in
interest  rates  could  cause a loss that  equalled  or even  exceeded  the cash
invested.

    Neither the  Permanent  Portfolio,  the  Versatile  Bond  Portfolio  nor the
Aggressive  Growth  Portfolio  will use reverse  repurchase  agreements  for any
speculative  purpose.  Reverse  repurchase  agreements  have  virtually the same
effect on a Portfolio as borrowing.  Those Portfolios might enter into a reverse
repurchase  agreement,  instead  of  a  borrowing,  if  the  reverse  repurchase
agreement  provides an advantage in interest rate over a borrowing.  None of the
Permanent  Portfolio's,  the Versatile Bond Portfolio's or the Aggressive Growth
Portfolio's  net assets  during  the last  fiscal  year were  subject to reverse
repurchase  agreements,  and none of such Portfolios intends that its net assets
will be subject to reverse repurchase agreements during the current fiscal year.

    The Permanent  Portfolio,  the Versatile  Bond  Portfolio and the Aggressive
Growth  Portfolio will count the proceeds of a reverse  repurchase  agreement as
borrowed  money.  Consequently,  as in the case of direct  borrowing  (discussed
above) a Portfolio's use of reverse repurchase  agreements should not add to its
potential risk of loss from  investment  price  fluctuations.  Furthermore,  the
Permanent  Portfolio,  the Versatile Bond  Portfolio and the  Aggressive  Growth
Portfolio  each has adopted the  following  operating  policies  with respect to
reverse repurchase agreements:

     o  such Portfolio will enter into only those reverse repurchase  agreements
        that have a specified repurchase price;

     o  such Portfolio will enter into reverse  repurchase  agreements only with
        banks; and

     o  such  Portfolio  will  segregate,  and maintain in a segregated  account
        until the  reverse  repurchase  agreement  is  closed  out,  cash,  U.S.
        government  securities,  or other appropriate liquid assets equal to the
        repurchase price. See "Forward contracts" above for the treatment of the
        segregated assets.

    Default  risk.  Put  and  call  options,  forward  purchases,  short  sales,
borrowings,  and reverse  repurchase  agreements all involve contracts between a
Portfolio and a bank, broker, dealer, or clearinghouse. A default by any of them
could expose the Portfolio to serious loss.  Although the risk of such a loss is
small, the Fund's management intends to reduce a Portfolio's  exposure by giving
preference to banks, brokers,  dealers, and clearinghouses which, in the opinion
of the Fund's management, have an especially high degree of creditworthiness and
by giving  preference to transactions  that require the  corresponding  party to
pledge or  otherwise  deliver or  establish  collateral  to the  benefit of such
Portfolio. 

Strategic Portfolio Adjustments

    Because investment prices are constantly changing, the actual composition of
the  Permanent   Portfolio's  holdings  will  never  exactly  match  the  Target
Percentages.  Ordinarily,  whenever the Permanent Portfolio's actual holdings in
any investment  category deviate from the category's  Target  Percentage by more
than 1/10 of the Target  Percentage,  the Permanent  Portfolio  will buy or sell
investments  to correct the  discrepancy  (unless it is  corrected by changes in
market  prices)  and will do so  within  30 days  from the  initial  day of such
deviation.

    The  Permanent  Portfolio's  management  is  authorized  to delay  portfolio
adjustments  whenever,  in its  opinion,  extraordinary  circumstances  make  it
desirable  to do so. In the  event of such a delay,  the  Permanent  Portfolio's
actual holdings in one or more investment  categories could deviate by more than
1/10 from the Target  Percentages for those categories for a period in excess of
30 days. Circumstances that might occasion a delay include:

    1.  A disorderly market,  i.e., when the differences  between the buying and
        selling  prices (bid and asked) quoted by market  makers and  investment
        dealers are, in the opinion of the Fund's management, abnormally large;

    2.  A banking  crisis or other  financial  emergency  that  compromises  the
        ability of brokers and dealers to consummate investment transactions;

    3.  The inability to make a portfolio adjustment without recognizing a large
        short-term capital gain; and

    4.  The inability to make a portfolio  adjustment  without  jeopardizing the
        Permanent  Portfolio's  federal  tax  status as a  regulated  investment
        company.

    The Permanent  Portfolio will not delay portfolio  adjustments called for by
the Target Percentages in anticipation of a change in the general price level of
any investment category.

    A Portfolio  may acquire  assets from another  Portfolio  that are otherwise
qualified investments for the Portfolio,  so long as neither Portfolio bears any
mark-up  or  spread  and no  commission,  fee or other  remuneration  is paid in
connection with the acquisition.  Any such transaction  would be a cash purchase
or sale of a security for which market quotations are readily available,  at its
independent  current market price,  in a manner  consistent  with SEC Rule 17a-7
under the Investment Company Act of 1940. 

Investment Restrictions

    The  investment  policies and  restrictions  described in the Prospectus and
this  SAI  are  intended  to  remain  in  force  indefinitely.   The  investment
restrictions described below have been adopted by the Fund as operating policies
and are subject to change by the Fund's Board of  Directors.  However,  the Fund
will not change any  operating  policy  without  notifying its  shareholders  in
advance. The Fund will not:

    1.  Purchase  securities of companies for the purpose of exercising  control
        or management.

    2.  Purchase  securities  on margin,  although the  Permanent  Portfolio may
        enter into commodity  forward contracts (but only in accordance with the
        operating  procedures and policies contained elsewhere in the Prospectus
        and this SAI) and obtain such short-term  credit as may be necessary for
        the clearance of purchases and sales of portfolio investments.

    3.  Purchase  securities of any other registered open-end investment company
        except as part of a merger or consolidation.

    4.  Invest in straddles or spreads.

    5.  Purchase from or sell to any officer,  director or employee of the Fund,
        or its adviser,  or any of its  partners or  employees,  any  securities
        other than shares of any Portfolio of the Fund.

    6.  Purchase or retain the  securities  of any issuer if those  officers and
        directors  of the Fund or partners of its  adviser  owning  individually
        more than 1/2% of a class of securities of such issuer together own more
        than 5% of such securities of such issuer.

    7.  Retain a  custodian  for its assets  which shall be other than a bank or
        trust company having at least $2,000,000 in aggregate  capital,  surplus
        and undivided profits and, upon the resignation or inability to serve of
        the  custodian,  the Fund  shall  use its best  efforts  to  obtain  and
        transfer its assets to a similarly  qualified custodian or submit to its
        stockholders the question whether to function without such a custodian.

    8.  Invest more than 5% of the value of the total  assets of a Portfolio  in
        securities of companies which together with  predecessors  have a record
        of less than three years' continuous operation.

    9.  Pledge,  mortgage or hypothecate assets of any Portfolio having a market
        value  greater  than 15% of the value of that  Portfolio's  gross assets
        (taken  at  cost),  except  to  secure  permitted   borrowings  of  that
        Portfolio.  Less than 5% of the value of any  Portfolio's  gross  assets
        during the last fiscal year were pledged, mortgaged or hypothecated, and
        each  Portfolio  intends  that  less  than 5% of the  value of its gross
        assets will be pledged,  mortgaged  or  hypothecated  during the current
        fiscal year.

    10. Use as security for  borrowings of any Portfolio  more than 35% of value
        of that  Portfolio's  assets.  Less than 5% of value of any  Portfolio's
        assets during the last fiscal year were used as security for  borrowings
        of that Portfolio, and each Portfolio intends that less than 5% of value
        of its assets will be so used during the current fiscal year.

     Under the Investment  Company Act of 1940, certain policies of the Fund may
not be changed  unless  authorized by the vote of a majority of its  outstanding
voting  securities.  In addition to those fundamental  policies described in the
Prospectus, without shareholder approval:

    1.  Subject to the policy regarding a wholly-owned broker-dealer subsidiary,
        the  Fund  will not act as a  securities  underwriter  of other  issuers
        except to the extent that acting as such may be  necessary to dispose of
        securities  acquired  by the  Fund.  (However,  in  connection  with the
        disposition of "restricted securities" and securities for which there is
        no readily available market  quotation,  the Fund may be deemed to be an
        underwriter under certain federal securities laws.)

    2.  The Fund will not lend its assets to its officers,  directors,  adviser,
        or affiliates of its adviser,  nor shall such persons take long or short
        positions  in shares of the Fund  (which  prohibition  shall not prevent
        them from acquiring  such shares for investment  purposes at the current
        net asset value).

    3.  No Portfolio will concentrate its investments in any particular industry
        or group  of  industries  (i.e.,  no more  than 25% of the  value of any
        Portfolio's  assets,  other than securities  issued by the United States
        government or an agency or instrumentality  thereof, will be invested in
        any one industry).

    4.  No  Portfolio  will  invest in the stock of any  issuer,  other than the
        United States  government or an agency or  instrumentality  thereof,  if
        immediately  thereafter  more than 5% of that  Portfolio's  total assets
        (taken at market  value) would be invested  therein.  For this  purpose,
        options on the stock of any corporation  will be deemed to be securities
        issued by that corporation.

    5.  Subject to the policy regarding a wholly-owned broker-dealer subsidiary,
        neither the Permanent Portfolio nor the Aggressive Growth Portfolio will
        invest  in the  stock  of any  issuer,  other  than  the  United  States
        government  or an  agency or  instrumentality  thereof,  if  immediately
        thereafter more than 10% of the outstanding  voting stock of such issuer
        would be held by the respective Portfolio.

    6.  Neither the Treasury Bill  Portfolio nor the  Versatile  Bond  Portfolio
        will  invest in the stock of any  issuer,  other than the United  States
        government  or an  agency or  instrumentality  thereof,  if  immediately
        thereafter more than 10% of the outstanding  voting stock of such issuer
        would be held by the respective Portfolio.

    7.  The Permanent  Portfolio will not borrow money, issue senior securities,
        purchase  or  sell  real   estate   (including   real   estate   limited
        partnerships)  or  commodities or oil, gas or other mineral  leases,  or
        make loans to other persons,  except as follows: the amount of money the
        Permanent Portfolio may borrow will be limited by the Investment Company
        Act of 1940 so that immediately after such borrowing the amount borrowed
        may not exceed 33 1/3% of the value of the Permanent  Portfolio's assets
        (including the amount  borrowed) less its liabilities (not including any
        borrowings   but  including  the  fair  market  value  at  the  time  of
        computation of any securities with respect to which there are open short
        positions).  In observing  these limits,  the Permanent  Portfolio  will
        count the proceeds of reverse repurchase agreements as borrowed money.

     8. Neither the Treasury Bill  Portfolio,  the Versatile  Bond Portfolio nor
        the  Aggressive  Growth  Portfolio  will  borrow  money,   issue  senior
        securities,  purchase or sell real estate (including limited partnership
        interests)  or  commodities  or oil, gas or other mineral  leases,  make
        loans or lend its assets to other persons,  hold more than 5% of its net
        assets in investments which are not readily marketable,  engage in short
        sales or write put  options or  uncovered  call  options  (other than as
        noted above),  except as follows: the amount of money any such Portfolio
        may borrow will be limited by the Investment Company Act of 1940 so that
        immediately  after such borrowing the amount  borrowed may not exceed 33
        1/3% of the value of the respective  Portfolio's  assets  (including the
        amount  borrowed) less its liabilities (not including any borrowings but
        including  the  fair  market  value at the  time of  computation  of any
        securities with respect to which there are open short positions).

    9.  Notwithstanding  any  other  policy  of  the  Permanent  Portfolio,  the
        Permanent  Portfolio may form a wholly-owned  subsidiary for the purpose
        of  engaging  in  broker-dealer  activities.  The  total  amount  of the
        Permanent  Portfolio's capital contributions to such subsidiary shall be
        limited  to an amount  not to exceed,  in the  aggregate,  1% of the net
        assets  of the  Permanent  Portfolio  as of the time  that  any  capital
        contribution is made. The Permanent Portfolio shall not make any capital
        contribution  to such  subsidiary  that would  increase the then current
        value of the Permanent  Portfolio's  investment in the  subsidiary to an
        amount  in  excess  of 1% of  the  then  net  assets  of  the  Permanent
        Portfolio.

MANAGEMENT
Investment Adviser

    The Fund retains  World Money  Managers  (the  "Investment  Adviser") as its
adviser.  The Investment  Adviser is a limited  partnership  organized in August
1981 under the laws of the State of California. The Investment Adviser's limited
partners are Terry Coxon,  Robert F. Allen,  Jr.,  Robert F. Schaub  Irrevocable
Trusts,  The Schaub  Corporation,  Sergy Living Trust,  and Permanent  Portfolio
Information,  Inc. The Investment Adviser's general partners are Terry Coxon and
Terry Coxon,  Inc., a California  corporation  wholly owned by Terry Coxon.  Mr.
Coxon also  serves as  President  and a  director  of the Fund,  and Mr.  Sergy,
trustee of the Sergy Living  Trust,  serves as  Secretary  and a director of the
Fund. See "Directors and Officers" below.

   
    The  services  the  Investment   Adviser   provides  to  the  Fund  and  the
compensation  it receives are defined in the Investment  Advisory  Contract (the
"Contract")  between the Fund and the Investment  Adviser,  dated  June 19,
1996.  The  Investment  Adviser  received the following  advisory fees from each
Portfolio for the last three fiscal years:

                                    Advisory Fees Paid for
                                 Fiscal Year Ended January 31
                          ------------------------------------------
                              1997           1996           1995
                          -----------     -----------    -----------
Permanent
  Portfolio               $ 841,843       $  837,879     $  843,663
Treasury Bill
   Portfolio (1)            700,666          737,357        825,228
Versatile Bond
  Portfolio (1)             149,209          164,096        213,430
Aggressive Growth
  Portfolio                 147,574          100,276         74,694

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

(1) Net of fee waiver.


    The  Investment  Adviser  is  required  by the  laws of a  certain  state to
reimburse  or  rebate  to  the  Fund,  to  be  reallocated  to  the  appropriate
Portfolios, the amount by which the Fund's aggregate annual expenses (calculated
to  include  the  advisory  fee  described  above) for any  fiscal  year  exceed
applicable expense limitations. Such limitation currently is 2 1/2% of the first
$30  million of average  net  assets,  2% of the next $70 million of average net
assets,  and 1 1/2% of the  remaining  average  net  assets  of the Fund for any
fiscal year, determined monthly.
    
    The Contract also provides that the  Investment  Adviser shall not be liable
to the Fund or to any shareholder for anything done or omitted by it,  including
losses  sustained  by the  Fund in the  purchase,  holding,  or sale of any Fund
investment,  except acts or omissions involving willful misfeasance,  bad faith,
gross  negligence,  or reckless  disregard of the duties  imposed upon it by the
Contract.

   
    The  Contract  was most  recently  approved by the Board of Directors of the
Fund,  including a majority  of the Fund's  Independent  Directors,  on June 11,
1996; the Contract was most recently  approved by a majority of the  outstanding
voting  securities  of  each  of the  Permanent  Portfolio,  the  Treasury  Bill
Portfolio,  the Versatile Bond Portfolio and the Aggressive  Growth Portfolio on
August 22, 1996.
    
    The  Contract  will  continue in force and may be renewed  from year to year
thereafter with respect to a Portfolio,  provided that any such renewal has been
specifically  approved  annually  by the vote of a majority  of the  outstanding
voting  securities  of the  Portfolio  or by the Fund's Board of  Directors.  In
addition,  to continue in force,  the  Contract  must be approved  annually by a
majority  of the  Fund's  Independent  Directors,  voting in person at a meeting
called for the purpose of considering continuation of the Contract.

    The Contract may be terminated  by either party without  penalty on 60 days'
written notice to the other party. Such termination may be effected on behalf of
the Fund by its Board of Directors or by a vote of a majority of its outstanding
voting  securities,  or on  behalf  of a  Portfolio  of the  Fund by a vote of a
majority of the outstanding  voting securities of that Portfolio.  Assignment of
the Contract to another party automatically terminates it.

    Additional information regarding the Contract is set forth in the Prospectus
under "Organization and Management - Investment Adviser." 

Directors and Officers

   
    The chart on the  following  page is provided as of March 7, 1997 as to each
director and officer of the Fund.

    As of March 7, 1997, all officers and directors of the Fund as a group owned
less than 1% of the outstanding common stock of the Fund. No officer or director
has any family relationship with another.  See "Investment Adviser" above. As of
March 7, 1997, the following  persons are known by the Board of Directors to own
beneficially or to hold of record 5% or more of the outstanding  common stock of
any class of the Fund:

                                   Number of Shares            Percent
Name (1)                            Held  of Record           of Class
- ----------------------------       ----------------           --------
Versatile Bond Portfolio:
  Gracechurch Co.                    41,368.136                11.125%

  Layman, Andrew                     22,974.869                 6.178%

Aggressive Growth Portfolio:
  Charles Schwab Corp.               25,575.592                 7.905%

  Gracechurch Co.                    20,680.747                 6.392%
    

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


(1) The address for each holder is c/o 625 Second Street,  Suite 102,  Petaluma,
California  94952.  No  person  is  known  by  the  Board  of  Directors  to own
beneficially  or to hold of  record  5% or more of the  shares  of the Fund as a
whole. 


Compensation

   
    Prior to the  current  contract,  the  Investment  Adviser  paid  all  fees,
salaries  and expenses of the Fund's  officers  and the Fund's  officers did not
receive  separate  compensation  for serving as directors of the Fund. Under the
current  Contract  the Fund has the  obligation  to pay the  salaries,  fees and
expenses of all of the officers and  directors of the Fund.  The Fund  currently
compensates  its  President at a rate of $72,000 per annum and its Secretary and
Treasurer  at a rate of $48,000 per annum.  Each  Director of the Fund  receives
$6,400  per  annum  plus  $800 and  out-of-pocket  expenses  for  each  Board of
Directors  meeting  attended.  For the fiscal year ended  January 31,  1997,  no
person  received  from the Fund and its  subsidiary  aggregate  remuneration  in
excess of $60,000 for services in all  capacities,  although all  directors  and
officers  of the Fund as a group  received  from  the  Fund  and its  subsidiary
aggregate remuneration of $174,227 for services in all capacities.


<PAGE>
                         Position (s)                  Principal Occupation(s) 
Name and Address (1)     Held with Fund                  During Past 5 Years
- -------------------    ------------------------   ------------------------------
*  Terry Coxon            President and Director  Investment  adviser and author
                                                  since 1976; along with Terry 
                                                  Coxon, Inc., a corporation 
                                                  which he wholly owns and for 
                                                  which he serves as President 
                                                  and director,  Mr. Coxon is 
                                                  the general partner of the 
                                                  Investment Adviser. Mr. Coxon 
                                                  also has served as President 
                                                  and a director since 1987 of 
                                                  Bullion  Security  
                                                  Corporation,  the sponsor of 
                                                  United States Gold Trust, an 
                                                  investment trust.

   David P. Bergland      Director                Attorney    specializing    in
                                                  business  litigation,  
                                                  currently a sole practitioner 
                                                  in Costa Mesa,  California.
                                                  Mr. Bergland is also a writer,
                                                  lecturer,  publisher and 
                                                  Adjunct Professor of Law at 
                                                  Western State University 
                                                  College of Law in Irvine, 
                                                  California.

   Hugh A. Butler         Director                Chief Executive Officer and
                                                  Founder of Computer 
                                                  Consultants Corporation, Salt
                                                  Lake City, Utah.
 

   Michael J. Cuggino     Treasurer               Certified  public  accountant.
                                                  Mr. Cuggino has served as 
                                                  Treasurer from 1993 until 1996
                                                  of World Money Securities,
                                                  Inc., the Fund's  broker-
                                                  dealer subsidiary, and since
                                                  1993 of the Fund and Bullion
                                                  Security  Corporation,  and
                                                  served as Assistant  Treasurer
                                                  from 1991 until 1992 of the 
                                                  Fund,  World Money Securities,
                                                  Inc. and Bullion Security 
                                                  Corporation.  Mr. Cuggino was
                                                  employed by Ernst & Young,  
                                                  the Fund's  former  
                                                  independent  auditors,  in 
                                                  various audit and accounting  
                                                  capacities,  including audit 
                                                  manager, from 1985 until 1991.

** Robert B. Martin, Jr.  Director                Attorney  specializing  in tax
                                                  matters,  currently a sole 
                                                  practitioner in  Pasadena, 
                                                  California.  
                                                   

*  Alan M. Sergy          Secretary and Director  Registered  investment adviser
                                                  and a trustee of Sergy Trusts.
                                                  Mr. Sergy has served as 
                                                  Secretary and a director
                                                  since 1987 of Bullion Security
                                                  Corporation and as President 
                                                  and a director from 1989 until
                                                  1996 and Secretary from  1990 
                                                  until 1996 of World Money 
                                                  Securities, Inc. 

   Mark Tier              Director                Self-employed marketing  
                                                  consultant in Hong Kong  since
                                                  1992; editor of World Money 
                                                  Analyst, a financial advisory
                                                  newsletter,  for more than the
                                                  preceding five years.
- --------------------
(1) The address for each officer and director is 625 Second  Street,  Suite 102,
    Petaluma, California 94952.

*   Interested  person under the  Investment  Company Act of 1940 because of his
    association with the Investment Adviser.

**  Interested  person under the  Investment  Company Act of 1940 because of his
    association as legal counsel to the Fund and the Investment Adviser.

<PAGE>

CONSULTANTS

    As discussed under "Consultants" in the Prospectus, Harry Browne and Douglas
R. Casey  serve as  consultants  to the Fund and the  Investment  Adviser.  Each
consulting  agreement  may be  terminated  without  prior  notice by either  the
Investment  Adviser,  the Fund, or the consultant.  Each agreement  requires the
Investment  Adviser,  during the term of the agreement and for 90 days after its
termination,  if any, to transmit to all Fund shareholders any written statement
that the consultant may submit regarding the Fund or the Investment  Adviser. In
payment for his  consulting  services,  the general  partners of the  Investment
Adviser  have  agreed to assign to Mr.  Casey a portion,  not to exceed  10%, of
their share of the profits earned by World Money Managers in advising the Fund.
    
DISTRIBUTIONS AND TAXES

    Dividends from net interest and dividend  income and net short-term  capital
gains, if any,  generally will be taxable to shareholders as ordinary income. To
the extent that such  distributions  consist of  qualifying  income from certain
domestic sources,  they may be subject to the 70%  dividends-received  deduction
for  corporations.  The payor of a dividend on stock (as the Fund may be) may be
required  to  withhold  31%  of  any  reportable  payments  (which  may  include
dividends, capital gains distributions,  and redemptions) paid to a noncorporate
shareholder if that shareholder  fails to provide the Fund with a valid taxpayer
identification  number.  Other  withholding  requirements  may apply to  certain
foreign shareholders.

    Any dividend paid by a Portfolio has the effect of reducing the  Portfolio's
net asset  value.  Therefore,  a dividend  paid  shortly  after a  shareholder's
investment in the Portfolio would represent,  in substance,  a return of capital
to the  shareholder.  Nevertheless,  the  distribution  would be  subject to the
income taxes discussed here and in the Prospectus.

   
    Redemption  of  Fund  shares  (including   redemptions  under  a  Systematic
Withdrawal plan) is a taxable event for redeeming shareholders. Any gain or loss
realized on a sale or redemption  of Fund shares by a  shareholder  who is not a
dealer in securities  will  generally be treated as a long-term  capital gain or
loss if the  shares  have  been  held  more  than one year  and  otherwise  as a
short-term  capital gain or loss. Any such loss,  however,  will be treated as a
long-term capital loss to the extent of any capital gain  distribution  received
by the  shareholder  in the  year  in  which  the  loss  is  recognized  if such
shareholder  held his shares for less than six months.  Also, see "Redemption of
Shares by the Fund - Tax Consequences of In-Kind Redemptions."
    
    The Fund is required by federal  law to ask each  shareholder  to certify on
his  Shareholder  Account  Application  that the  social  security  or  taxpayer
identification  number  provided  is correct  and that he is not  subject to 31%
backup withholding for previous underreporting to the IRS. If the application is
not so certified,  the Fund must withhold 31% of reportable  payments (which may
include dividends,  capital gains distributions,  and redemptions) made to those
shareholders' accounts. 

Foreign Taxes

    The Permanent  Portfolio  expects to earn interest income in Switzerland and
possibly to earn interest and dividends in other foreign countries,  principally
those  listed  below,  which levy  withholding  taxes on  payments  made to U.S.
corporations.  In many  cases  there are tax  treaties  between  the U.S.  and a
foreign country which may qualify the Permanent  Portfolio for a reduced rate of
tax, usually provided that more than 75% of the Permanent Portfolio's shares are
owned by individuals who are residents or citizens of the United States.

    Assuming that the  Permanent  Portfolio  does qualify,  it may be subject to
taxes on gross interest and dividend  income,  withheld by sources in Australia,
Canada, South Africa, Switzerland, and the United Kingdom.

   
    The  Permanent  Portfolio  may be  subject  to  withholding  taxes on income
derived from sources in other countries,  but the Fund's management  anticipates
that the amount of such taxes will not be significant.  The Permanent  Portfolio
does not expect to be able to pass  through  any foreign tax credits to its U.S.
shareholders.  The Permanent  Portfolio incurred $16,190 of foreign income taxes
deducted at the source,  net of refundable  taxes,  during its last fiscal year.
    
<PAGE>

COMPUTATION OF NET ASSET VALUES
   
    The net asset values of Fund shares are computed at the close of business of
the New York Stock Exchange  (usually 1:00 p.m. Pacific Time) every day that the
Exchange is open for trading  ("business  day").  The Exchange is generally open
for trading every Monday  through  Friday,  but is closed for trading on certain
customary national business holidays  consisting of New Year's Day,  President's
Day, Good Friday,  Memorial Day,  Independence Day, Labor Day,  Thanksgiving Day
and Christmas Day. Since the Fund has significant  holdings that are principally
traded on foreign exchanges which may be open for trading on days other than the
Fund's  business  days,  the  net  asset  values  of the  Fund's  shares  may be
significantly  affected on days when  investors  have no access to the Fund. All
awaiting and accepted  requests for purchases and redemptions of Fund shares are
executed,  at a price equal to net asset value per share,  immediately following
the  computation.  See  "Purchase  of Shares from the Fund" and  "Redemption  of
Shares by the Fund."
    
    Net asset value per share of a  Portfolio  is computed by adding the current
value of all the Portfolio's  assets,  subtracting the amount of its liabilities
(including  proper accruals of expense items),  dividing the result by the total
number of outstanding  shares of the  Portfolio,  and rounding up or down to the
nearest  cent per share.  The  current  value of Fund  assets is  determined  as
follows: assets that are traded on one or more public exchanges (including stock
options) will be valued at their most recent price of the day on the exchange on
which they are principally  traded. If there is no trading in such an asset on a
business  day,  the asset  will be valued  at the mean  between  its bid and ask
prices.  Assets  that are  traded  over-the-counter  will be  valued at the mean
between  their bid and ask  prices.  The Fund will value  gold and  silver  each
business day at the closing  spot price on the New York  Commodity  Exchange,  a
regulated  U.S.  commodity  futures  exchange.  Deposits of Swiss francs will be
valued each business day at the 4 p.m. (Eastern Time) price (converted into U.S.
dollars) quoted by Reuters.  Swiss government bonds will be valued each business
day at the closing price in Zurich, Switzerland,  converted into U.S. dollars at
the 4 p.m.  (Eastern  Time)  Swiss  franc  rate  quoted by  Reuters.  Short-term
securities  will be marked to market daily.  Assets for which there is no public
market will be valued at the current price of  substantially  similar  assets on
the basis of comparable  marketability,  maturity,  quality, and type. All other
assets  (including  restricted  securities  and forward  contracts with banks or
brokers)  will be valued at fair value as  determined in good faith by the Board
of Directors.  Also, the Fund may rely upon bona fide  quotations  obtained from
sources other than those  referred to above when doing so would,  in the opinion
of the Board of Directors,  better serve the fair and accurate  valuation of the
Fund's assets.  In the event of an  extraordinary  occurrence or emergency which
would affect the value of Fund assets  traded on a foreign  exchange,  and which
the Board of Directors  learns of prior to 4:00 p.m.  Eastern Time, those assets
will be  valued  at fair  value as  determined  in good  faith  by the  Board of
Directors.

   
    As of January 31, 1997 the net asset value  (offering  price and  redemption
price) per share of Common Shares in the Permanent  Portfolio was $18.40,  which
was computed by dividing the Portfolio's net assets,  valued as described above,
on that date  ($72,991,523) by the number of its shares outstanding on that date
(3,965,988).  As of that date, the net asset value per share of Common Shares in
the Treasury Bill  Portfolio,  the Versatile  Bond  Portfolio and the Aggressive
Growth  Portfolio  were $67.55,  $57,24 and $47.66,  respectively,  as similarly
computed. 
    

PURCHASE OF SHARES FROM THE FUND

    Shares in each  Portfolio  are  offered for sale  continuously  by the Fund.
Investors who purchase such shares  directly from the Fund pay no commissions or
sales  charges.  The minimum  initial  investment  in any  Portfolio  is $1,000.
Shareholders  may make additional  investments at any time in minimum amounts of
$100 per Portfolio.  All requests for purchases of shares accompanied by payment
therefor  are  effected at a price  equal to the net asset  value per share,  as
described  under  "Computation of Net Asset Values," next computed after receipt
of the  properly  completed  request by the Fund's  Transfer  Agent.  Please see
"Purchase of Shares from the Fund" in the Prospectus for further information.

    If a shareholder  sends money to the Fund without clearly  indicating how it
is to be invested,  the Fund's  policy is to treat the money as an investment in
the Treasury Bill Portfolio.

    The Fund reserves the right to reject investments in part or in whole.

    Complete and detailed records for each shareholder account are maintained by
the Transfer  Agent. A confirmation is sent to a shareholder at the time of each
purchase,  redemption, or other transaction.  Certificates for shares are issued
without charge, but only when specifically requested in writing by the investor.
Certificates are not issued for fractional interests.

    Investors who purchase or redeem shares in the Fund through a  broker-dealer
may be charged a transaction fee by the broker-dealer, who may place such orders
by telephone in accordance with the Fund's procedures.
<PAGE>

REDEMPTION OF SHARES BY THE FUND

    Shareholders may redeem all or some of their shares in any Portfolio.

    Subject to the  limitations  noted below,  requests for  redemption  will be
accepted for a Portfolio on any  business  day. The price paid to the  redeeming
shareholder  is the  Portfolio's  net asset value per share next computed  after
receipt by the Transfer Agent of the properly completed redemption request.

     Redemption  requests must be accompanied by  certificates,  if issued,  and
must  be sent to the  Transfer  Agent.  Shareholders  may be  required  to use a
redemption  form provided by the Fund. The Fund may refuse  redemption  requests
not made in the proper manner.  Please see "Redemption of Shares by the Fund" in
the Prospectus for further information.

    Requests  for  redemption  (whether  in  writing  or by  telephone)  will be
processed by the  Transfer  Agent at the net asset value next  determined  after
receipt  of the  request.  Because  the net asset  values  per share of the Fund
fluctuate  (reflecting the market value of assets owned by the Portfolios),  the
amount a  shareholder  receives  for a  redemption  may be more or less than the
amount of his  purchase  and may be more or less than the net asset value on the
date that a written  redemption  request is  mailed.  Any such  redemptions  are
purely voluntary on the part of the shareholder. 

Redemption Limitations

    The right to redeem may be limited or suspended by the Fund,  or the payment
date postponed, as follows:

    o   for any period  during  which the New York Stock  Exchange  is closed or
        trading  thereon is  restricted,  as  determined by the  Securities  and
        Exchange Commission;

    o   for any period  during  which the  Securities  and  Exchange  Commission
        determines  that  an  emergency  makes  it  impractical  to  dispose  of
        portfolio securities or to calculate net asset values; or

    o   during any period for which the Securities  and Exchange  Commission has
        by order permitted a suspension for the protection of shareholders.

In-Kind Redemptions

    Subject to the  restrictions set forth below, the Fund reserves the right to
require redeeming  shareholders in the Permanent Portfolio (but not shareholders
in any other  Portfolio) to accept readily  tradeable  assets from the Permanent
Portfolio in complete or partial  payment of redemptions  in instances  where so
doing would  present an advantage to the  Permanent  Portfolio in pursuit of its
tax planning objectives over a sale or other disposition of the asset.  Although
the Fund's  management  believes it is unlikely  that the Fund would ever use an
asset other than gold or silver  bullion or bullion  coins for any such  in-kind
redemption,  the  assets  would  be  selected  by the Fund  from  the  Permanent
Portfolio and generally would not reflect Target Percentages. The Fund would not
require  redeeming  shareholders  to accept any  investment  that is not readily
saleable.

    Investors  should  note  that  an  in-kind   distribution  might  result  in
inconvenience or in financial loss or gain due to price  fluctuations.  The risk
of financial loss would be especially great in the case of an investment subject
to high price volatility. Also, shareholders might incur high brokerage costs in
liquidating small lots of distributed investments.

    In order to reduce the  possibility of  inconvenience  or loss, the Fund has
agreed that it will not exercise its right to make an in-kind  redemption unless
it has  arranged,  on behalf of the  shareholder,  a convenient  opportunity  to
accomplish the prompt sale of the assets  through a qualified  broker or dealer.
Further,  the Fund  will not  require  a  shareholder  to  accept an asset in an
in-kind  redemption if the necessary costs of selling the asset (in the form and
quantity  distributed to the shareholder)  exceed 2% of the asset's value at the
time of the redemption.  In the event that a shareholder  elected not to use the
broker or dealer  provided by the Fund to sell assets  distributed  to him,  the
Fund would  deliver the assets to the  shareholder  or, at his  request,  to his
bank.

    The Permanent  Portfolio makes portfolio  changes on the basis of investment
factors at the time and in pursuit of its investment objectives, and in order to
adhere  to  the  Target  Percentages.  See  "Objectives  and  Policies"  in  the
Prospectus.  In accordance  with these  objectives,  at the time the decision is
made to dispose of assets  from the  Permanent  Portfolio,  the Fund will decide
whether to sell the assets or to distribute  them in  satisfaction of redemption
requests.

    If the Fund ever elects to dispose of assets through in-kind redemptions, it
will inform the Transfer  Agent of the specific  assets to be used and the order
in which to use them. The Transfer Agent  thereafter  would honor all redemption
requests,  in  the  order  received,  by  distributing  the  designated  assets.
Generally,  the Transfer Agent would continue to effect all redemption  requests
with in-kind  distributions  until the designated assets were exhausted or until
the Fund  instructed the Transfer Agent  otherwise.  The Fund might instruct the
Transfer Agent otherwise, for example, if the Fund no longer intended to dispose
of a designated  asset or if a particular  redemption  request would result in a
distribution of assets that, in the estimation of the Fund's  management,  could
not  then  be sold at a cost of 2% or  less  of the  value  of the  assets.  

Tax Consequences of In-Kind Redemptions

    Under present federal income tax laws, the tax consequences to an individual
(noncorporate)   shareholder  of  an  in-kind  redemption  are  similar  to  the
consequences  of a  redemption  for cash.  See  "Distribution  and Taxes" in the
Prospectus.  The  shareholder  recognizes  a capital gain (or loss) equal to the
market value of the assets he receives  minus the cost basis of the shares being
redeemed.  (The Fund would inform a shareholder as to its  determination  of the
market value of any assets  distributed to him.) The gain would be recognized by
the  shareholder  in the period when the redeemed  assets became  constructively
available to the shareholder (or the loss would be recognized immediately on the
day  the  redemption  is  consummated),  even  though  the  shareholder  did not
subsequently  sell the  assets.  The  shareholder's  cost  basis  in the  assets
distributed  in  kind  would  equal  their  market  value  at  the  time  of the
redemption.  The federal income tax  consequences of an in-kind  redemption to a
corporate shareholder are complex, and corporations considering investing in the
Fund should  consult  their tax advisers in this regard.  Generally,  no capital
gain or loss would be recognized by a Portfolio  upon a  distribution  of assets
through an in-kind redemption.

PORTFOLIO TRANSACTIONS AND BROKERAGE
   
    The Fund's portfolio  transactions are recommended by the Investment Adviser
and  placed by the  Fund's  officers.  The  objective  of the Fund in  effecting
portfolio  transactions  is to obtain the best  available  prices,  taking  into
account services and the costs and promptness of executions.  Some of the Fund's
purchases  and sales of  investments  will be made  directly  with  dealers  and
market-makers,  usually without brokerage  commissions.  In other cases the Fund
will use a broker-dealer  and will pay commissions.  In many foreign  countries,
commission rates are fixed by governmental or exchange regulation or by industry
agreement,  and  may be  higher  or  lower  than  those  charged  on  comparable
transactions in the United States. There currently is no agreement or commitment
to place orders with any dealer, market-maker or broker-dealer.  The Fund in the
past had directed certain portfolio transactions to World Money Securities, Inc.
("WMS"), its wholly owned broker-dealer subsidiary. In 1996, the Fund liquidated
and  dissolved  WMS and has no  current  intention  of  having  a  broker-dealer
subsidiary  in the  future.  Please  see the  chart  below  for  information  on
commissions paid by the Portfolios.
    
    Neither the Fund's  Board of  Directors,  its  officers  nor the  Investment
Adviser intends to request research,  statistical,  securities pricing, or other
related services from any broker-dealer  beyond what the broker-dealer  provides
to its customers generally, nor will the Fund's Board of Directors, its officers
or the  Investment  Adviser pay any broker  additional  commissions on portfolio
transactions  as an  inducement  to sell Fund shares.  Nevertheless,  the Fund's
officers  may, in  circumstances  in which two or more  broker-dealers  are in a
position to offer  comparable  prices and  execution,  give  preference to those
which have provided research,  statistical,  and related services to the Fund or
the  Investment  Adviser for the  benefit of the Fund.  The  Investment  Adviser
believes  that while  research  and  related  services  may be useful in varying
degrees, they are of indeterminable value and may or may not reduce the expenses
of the Investment Adviser.

    The Fund's Board of Directors does not consider that it has an obligation to
obtain  the  lowest   available   commission  rate  with  respect  to  portfolio
transactions to the exclusion of price, service, and qualitative considerations.
Nevertheless,  the  officers  of  the  Fund  and  the  general  partners  of the
Investment  Adviser are  authorized  to  negotiate  payment  only for  brokerage
services  rendered and not for research,  statistical,  or other  services.  The
Fund's Board of  Directors  does not  authorize  the payment of  commissions  to
brokers in  recognition  of their having  provided such  services,  in excess of
commissions other qualified  brokers would have charged for handling  comparable
transactions.

<PAGE>


   
    Each Portfolio paid the following commissions, including commissions paid to
WMS,  and had the  following  portfolio  turnover  rates  during the last three
fiscal years:
                                                Fiscal Year Ended January 31
                                             ----------------------------------
                                                1997        1996         1995
                                             --------     --------     --------
Total commissions paid
  Permanent Portfolio                        $ 30,046     $ 23,768     $ 19,238
  Treasury Bill Portfolio                           0            0            0
  Versatile Bond Portfolio                          0            0            0
  Aggressive Growth Portfolio                  37,031       11,612        8,329


Commissions paid to WMS
  Permanent Portfolio                               0        5,199        6,158
  Treasury Bill Portfolio                           0            0            0
  Versatile Bond Portfolio                          0            0            0
  Aggressive Growth Portfolio                       0            0            0


Percentage of commissions paid to WMS
 to total commissions paid
  Permanent Portfolio                              0%        21.87%      32.01%
  Treasury Bill Portfolio                          0%            0%          0%
  Versatile Bond Portfolio                         0%            0%          0%
  Aggressive Growth Portfolio                      0%            0%          0%

Percentage of aggregate dollar amount of
 transactions involving the payment of
 commissions effected through WMS
  Permanent Portfolio                              0%          .96%        .31%
  Treasury Bill Portfolio                          0%            0%          0%
  Versatile Bond Portfolio                         0%            0%          0%
  Aggressive Growth Portfolio                      0%            0%          0%

Portfolio turnover rate
  Permanent Portfolio                          12.29%         9.96%      31.24%
  Treasury Bill Portfolio                         N/A           N/A         N/A
  Versatile Bond Portfolio                    102.29%        51.64%      74.62%
  Aggressive Growth Portfolio                  21.32%        18.94%      26.29%
- -------------------------------


    


<PAGE>

TRANSFER AND DIVIDEND-DISBURSING AGENT

    The Fund's  transfer  and  dividend  disbursing  agent is Chase Global Funds
Services  Company,  P.O. Box 2798,  Boston,  Massachusetts  02208 (the "Transfer
Agent"),   telephone  number  1-800-341-8900  (from  outside  Massachusetts)  or
1-617-557-8000.

    The  Transfer  Agent  maintains  the  records of each  shareholder  account,
answers shareholders'  inquiries concerning their accounts,  processes purchases
and redemptions of the Fund's shares, acts as dividend and disbursing agent, and
performs other related shareholder service functions.  See "Redemption of Shares
from the Fund - In-Kind Redemptions."


    The  Investment  Adviser pays all customary fees and charges of the Transfer
Agent  incurred  by the Fund (See "Management - Investment Adviser").

CUSTODIAN

     The Fund's custodian is State Street Bank and Trust Company, P.O. Box 1713,
Boston,  Massachusetts  02105 (the  "Custodian").  The  Custodian  receives  and
deposits cash,  holds all  securities and other  evidences of investments of the
Fund,  receives and delivers  securities and other investments bought or sold by
the Fund,  and receives and collects  income from the Fund's  investments.  From
time to time,  but only upon  direction  of the Fund's  management,  some of the
Fund's assets may be held in the London, Zurich, or other foreign offices of the
Custodian's  sub-custodians or foreign  custodians which are qualified to act as
such under the  Investment  Company Act of 1940, in  accordance  with Rule 17f-5
thereunder.

    The  custodian  agreement  between the Fund and the  Custodian  requires the
Custodian  to hold the  Fund's  assets  in  strict  segregation;  the  custodial
agreement  prohibits  commingling  of the Fund's assets with assets owned by the
Custodian,  and it requires  the  Custodian  to receive and  maintain the Fund's
assets in a form and  condition  that would make them  readily  identifiable  as
customer property in an audit or in the event that the Fund appoints a successor
custodian.

    In executing portfolio transactions,  the Custodian acts as an agent for the
Fund but has no part in the management or investment decisions of the Fund or in
the Fund's general  administration.  The Custodian does not provide  trusteeship
protection or protection for investors against possible depreciation of assets.

    The Investment  Adviser pays all customary fees and charges of the Custodian
incurred  by  the  Fund (See "Management - Investment Adviser").


GENERAL INFORMATION
Organization and Capitalization

    The Fund was  incorporated  under the laws of Maryland on December  14, 1981
under  the  name  "Permanent  Portfolio  Fund,  Inc."  and  changed  its name to
"Permanent  Portfolio  Family of Funds,  Inc." on August  10,  1988.  The Fund's
offices are located at 625 Second Street, Suite 102, Petaluma, California 94952.

   
    WMS, a  wholly-owned  subsidiary  of the Fund's  Permanent  Portfolio  and a
registered  broker-dealer,  received  brokerage  commissions  of $0,  $5,199 and
$6,158 from the Fund during its last three fiscal years, respectively.  In 1996,
the Fund  liquidated and dissolved WMS and has no current  intention of having a
broker-dealer subsidiary in the future.
    

    The Fund's present authorized  capitalization is 500,000,000  shares,  $.001
par value per share,  divided into two classes  consisting of 150,000,000 shares
of preferred stock and 350,000,000 shares of common stock. The Fund is currently
authorized  and has  registered to issue an  indefinite  number of shares of its
common stock, in series, each corresponding to one Portfolio.  Upon issuance and
sale,  shares of the Fund are fully paid and  nonassessable,  have no preemptive
rights and are freely transferable. Shareholders may require redemption of their
shares. See "Redemption of Shares from the Fund."

    Holders of shares in each  Portfolio are entitled to vote  separately on any
change in the Fund's  investment  policy,  as provided  in Section  13(a) of the
Investment  Company Act and on all matters on which the Investment  Company Act,
other applicable law or the Articles of Incorporation of the Fund require a vote
by Portfolios.  Otherwise,  all Fund shareholders have equal voting rights, vote
as a single class and are entitled to one vote per share.

     The Fund will hold an annual  meeting  of its  shareholders  in any year in
which an annual  meeting is  required  under  Maryland  law and the  charter and
bylaws of the Fund.  Maryland law and the Fund's bylaws provide that the Fund is
not  required  to hold an annual  meeting in any year in which the  election  of
directors is not required to be acted upon under the  Investment  Company Act of
1940.  In any year in which the election of  directors  is not  presented to its
shareholders,  the Fund will call a meeting of  shareholders  for the purpose of
voting upon the  question of removal of any  director if requested in writing so
to do by the record holders of not less than 10% of its  outstanding  shares and
assist with  shareholder  communications  as required under Section 16(c) of the
Investment Company Act of 1940.

    The Fund has no other securities outstanding. However, from time to time the
Board of Directors may authorize the Fund to issue  additional  shares of common
or  preferred  stock,  in series,  with such rights and  preferences  as will be
determined  by the  Board of  Directors  in  authorizing  any such  shares.  Any
offering  or sale by the Fund of shares of  additional  series or classes to the
public  would be subject to  effective  registration  of the shares as necessary
under federal and state securities laws.

 Income Equalization Accounting

    The Fund follows an accounting practice known variously as "equalization" or
"income  equalization." When a share in a Portfolio is purchased by an investor,
the Portfolio's  undistributed income account is increased by an amount equal to
the Portfolio's  undistributed income per share immediately before the purchase.
When a share is  redeemed,  the  Portfolio's  undistributed  income  account  is
decreased by an amount equal to the Portfolio's  undistributed  income per share
immediately before the redemption. The effect of income equalization accounting,
and the Fund's  purpose for using it, is to prevent  purchases  and  redemptions
from influencing a Portfolio's  undistributed net income per share. 

Calculations of Performance Data

    From time to time the Fund in accordance  with  applicable  regulations  may
advertise  performance data or reprint  material from the Fund's  consultants or
other  investment  authors  which  contain  performance  data or represent  that
consultant's  or author's  views on such  matters as portfolio  strategy,  basic
trends in domestic and international  finance and on the criteria for evaluating
and  holding  investments.  In  addition,  fund  performance  may be compared to
statistical  information and well-known indices of market  performance,  such as
those  included in Appendices A and B hereto.  Please see  "Consultants"  in the
Prospectus  for  additional  information  regarding the Fund's  consultants  and
material authored by them.

    The results shown below do not represent or guarantee the gain or loss to be
realized  from an investment in the Fund.  The  investment  return and principal
value of an investment in the Fund will fluctuate so that an investor's  shares,
when redeemed, may be worth more or less than their original cost.

    The following  table shows the average annual total return for the Permanent
Portfolio,  the Versatile Bond Portfolio and the  Aggressive  Growth  Portfolio,
assuming  hypothetical  initial investment in shares of $1,000,  reinvestment of
all dividends and  distributions,  deduction of all fees and expenses except the
$35 one-time account start-up fee, and complete  redemption of the investment at
the end of the respective periods.  Such calculations were made according to the
following formula: P(1+T)n = ERV, where P = a hypothetical initial investment in
shares of $1,000, T = average annual total return, n = number of years and ERV =
ending  redeemable  value at the end of the respective  period of a hypothetical
$1,000  investment  in shares made at the  beginning of the  respective  period.

Permanent Portfolio:

   
   One-year period ended January 31, 1997:    0.51%
   Five-year period ended January 31, 1997:   5.78%
   Ten-year period ended January 31, 1997:    4.96%
   Fourteen-year, 62-day period since inception of the Portfolio
   (December 1, 1982) to January 31, 1997     4.88%

Versatile Bond Portfolio:

   One-year period ended January 31, 1997:    4.52%
   Five-year period ended January 31, 1997:   4.73%
   Five-year, 127-day period since inception of the Portfolio 
   (September 27, 1991) to January 31, 1997:  4.63% 

Aggressive Growth Portfolio:

   One-year period ended January 31, 1997:   17.93%
   Five-year period ended January 31, 1997:  17.89%
   Seven-year,  29-day period since inception of the Portfolio  
   (January 2, 1990) to January 31, 1997:    14.38% 

     The yield and  effective  yield for the  Treasury  Bill  Portfolio  for the
seven-day  period ended  January 31, 1997,  were 3.86% and 3.94%,  respectively,
assuming a  hypothetical  pre-existing  account having a balance of one share at
the beginning of the period,  reinvestment  of all  dividends and  distributions
during the period,  deduction of the $1.50 monthly account  maintenance  fees in
proportion  to the  length of the base  period and  relative  to the size of the
account but not deduction of the $35 one-time account start-up fee, and dividing
the  difference  by the value of the account at the beginning of the base period
to obtain the base period  return.  For yield,  that return is  annualized;  for
effective  yield,  that return is annualized  and  compounded.  

     The yield on the Versatile Bond Portfolio will be based on a 30-day (or one
month) period and will be computed by dividing the net investment  income (i.e.,
dividends and interest  earned  during the period less expenses  accrued for the
period,  net of  reimbursements)  per share earned  during the period by the net
asset value per share on the last day of the period, using the average number of
shares  outstanding  during the  period,  deducting  the $1.50  monthly  account
maintenance  fees in proportion to the length of the base period and relative to
the size of the account but not deducting the $35 one-time account start-up fee,
and then annualizing the result. The yield on the Versatile Bond Portfolio as so
computed for the 30 days ended January 31, 1997 was 4.87%.
    

     The following examples show how the Fund's tax-planning  policies described
in the  Prospectus  under  "Distributions  and Taxes" can increase an investor's
after-tax return. The illustrations assume, hypothetically,  that a Portfolio of
the Fund  earns a net  annual  return  of 8% and adds all of it to share  value,
without paying any per-share dividends.

     A  $100,000  investment  yielding  8% in the form of  taxable  interest  or
dividends,  such as CDs or a money  market  fund  that paid out all of its daily
investment income in the form of taxable dividends, would give the investor only
$5,760  after paying 28% in tax.  Suppose,  instead,  that the investor  invests
$100,000 to purchase  2,000 shares in the  Portfolio at $50 per share,  with the
intention of  withdrawing  an amount equal to all the earnings on his investment
each year for the indefinite future. One year later the redemption value of each
share would have risen to $54, and the investment  would be worth  $108,000.  To
collect  the  $8,000  gain,  the  investor  would  request a  redemption  on his
shareholder account in that amount, and the Portfolio would redeem 148.15 shares
from the investor's  account,  at $54 per share,  to pay the $8,000  redemption.
Taxes payable on that redemption would be calculated as follows:


Shares redeemed                    148.15
Redemption price per share            $54
Gain per share                         $4
Gain  (taxable)                      $593
Tax @ 28%                            $166
After-tax,  spendable cash         $7,834


     Thus the  Portfolio's  first-year  cash  advantage  would be $2,074 ($7,834
versus $5,760),  or 36% more spendable cash than from any investment  paying the
same  annual  return  in the form of  taxable  interest  or  dividends.  And the
investor would begin the second year with his $100,000  intact.  First-year cash
advantages of a Portfolio over another  investment paying the same annual return
in the form of taxable  interest or dividends would not be materially  different
over a wide range of other  assumed  annual  returns.  For  example,  at assumed
annual  returns  of 12%,  10%,  6%,  4% and 2%, a  Portfolio's  first-year  cash
advantage would be 35%, 35%, 37%, 37%, and 38%, respectively.

    Similar benefits would be achieved year after year, although not as great as
the first year. For example,  continuing the same  assumptions for 10 years, the
investor's total in-pocket cash advantage would exceed $15,000, or 26% more cash
over the 10-year period.  And even if the Portfolio adds only half of its income
to share value (paying the other half out as a taxable dividend), the first-year
cash advantage would be $1,077,  or 19% more than any investment paying the same
annual return in the form of taxable dividends.  Investors should note, however,
that these benefits are achieved by deferring,  not by eliminating,  the payment
of taxes.  Thus the overall  benefit may be small if the investor  holds all his
Portfolio  shares for only a few years.  When he redeems  shares,  the  deferral
comes to an end and the deferred gains on those shares become taxable.

    The advantage increases if the investor lets his gains accumulate. The share
value can grow year by year,  compounding  free of current tax, until the day he
chooses to redeem. Continuing the hypothetical  illustrations and the assumed 8%
rate of return, $20,000 invested in CDs or a money market fund that paid out all
of its daily  investment  income in the form of taxable  dividends  would  grow,
after 20 years of after-tax  compounding,  to only $61,300. But an investment in
the Portfolio (under the same assumptions as above) would grow to $93,219 in the
same period.  Even if the entire Portfolio  investment were liquidated after the
20th year and taxed at 28%, its after-tax value would be $72,718.

    Letting gains accumulate also gives the investor greater  flexibility in his
personal tax  planning.  If the investor is in a low tax bracket in a later year
he can redeem his appreciated  Portfolio shares to take advantage of the low tax
bracket.

    If  the  investor  uses  the  Portfolio  as an  estate  planning  tool,  the
accumulated  gains  may  never be  subject  to income  tax.  Generally,  when an
investment passes to the investor's heirs on his death, all potential  liability
for capital  gain tax is left behind.  His heirs get a stepped-up  basis and can
sell  the  investment  without  paying  capital  gains  tax on the  appreciation
accumulated during the investor's lifetime.

    Of course,  while the  tax-planning  advantages of an investment in the Fund
may be substantial,  these simplified  illustrations are only  hypothetical.  In
practice,  investment yields  fluctuate,  and it cannot be known in advance what
portion  of its  income a  Portfolio  will add to share  value  each year (it is
unlikely  to add all of it) and  what  portion  the  Portfolio  will  pay out in
ordinary  dividends.  Also, other investments may earn higher before-tax returns
by accepting risks that the Fund avoids.

FINANCIAL STATEMENTS

   
     The  financial  statements  of the Fund at January  31,  1997 are set forth
below.  Except for periods ending prior to February 1, 1994,  which were audited
by other  auditors  whose report dated March 18, 1994,  expressed an unqualified
opinion on those  financial  statements,  such  financial  statements  have been
audited by KPMG Peat Marwick LLP,  independent  auditors,  as set forth in their
report thereon included  therein,  and are included herein in reliance upon such
report  given  upon the  authority  of such firm as experts  in  accounting  and
auditing.  The report of KPMG Peat Marwick LLP on the  aforementioned  financial
statements  and financial  highlights  contains an  explanatory  paragraph  that
states  that  the  Securities   and  Exchange   Commission   instituted   public
administrative and cease-and-desist proceedings on January 13, 1997, against the
Fund's Investment Adviser, a wholly owned investment of the Permanent Portfolio,
and two of the Fund's  directors  and officers.  The Fund will furnish,  without
charge,  a copy of the Fund's Annual Report to  Shareholders  for the year ended
January 31, 1997, on request to the Investor's  Information Office listed on the
front cover.
    

     No  person  is  authorized  to  give  any   information   or  to  make  any
representation  not contained in this Statement of Additional  Information or in
the Prospectus in connection with the matters  described herein and therein.  If
given or made,  such  information or  representation  must not be relied upon as
having been authorized.


<PAGE>
   


                    PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                                 ANNUAL REPORT






                          INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
Permanent Portfolio Family of Funds, Inc.

We have audited the accompanying statements of assets and liabilities, including
the  schedules of  investments,  of Permanent  Portfolio  Family of Funds,  Inc.
(comprising, respectively, the Permanent Portfolio, the Treasury Bill Portfolio,
the Versatile Bond Portfolio and the Aggressive Growth Portfolio), as of January
31, 1997, and the related  statements of operations for the year then ended, the
statements of changes in net assets for each of the years in the two year period
then ended, and the financial highlights for each of the years in the three year
period then ended. These financial  statements and financial  highlights are the
responsibility  of the Fund's  management.  Our  responsibility is to express an
opinion on these  financial  statements  and financial  highlights  based on our
audits.  All periods indicated in the accompanying  financial  highlights ending
prior to February 1, 1994,  were  audited by other  auditors  whose report dated
March 18, 1994, expressed an unqualified opinion on this information.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures  included  confirmation  of investments  owned as of
January 31, 1997, by  correspondence  with the  custodian and brokers.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial position of each
of the respective portfolios  constituting  Permanent Portfolio Family of Funds,
Inc. as of January 31,  1997,  the results of their  operations,  the changes in
their net  assets  and their  financial  highlights  for the  periods  indicated
herein,  except as noted above, in conformity with generally accepted accounting
principles.

As discussed in Note 8 to the financial statements,  the Securities and Exchange
Commission instituted public administrative and cease-and-desist  proceedings on
January  13,  1997,  against  the  Fund's  investment  adviser,  a wholly  owned
investment  of the  Permanent  Portfolio,  and two of the Fund's  directors  and
officers.


                                                          KPMG PEAT MARWICK LLP

San Francisco, California
March 24, 1997


<PAGE>


                   PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                      STATEMENTS OF ASSETS AND LIABILITIES
                                January 31, 1997




                             ASSETS AND LIABILITIES

ASSETS
Investments  at  market  value  (Notes  1,  2, 4 & 5):  
  Investments  other  than securities:
     Gold assets  ..............................................................
     Silver assets  ............................................................
     Swiss franc deposits  .....................................................



  Swiss franc bonds  ...........................................................
  Stocks of United States and foreign real estate and natural resource companies
  Aggressive growth stock investments  .........................................
  Corporate bonds  .............................................................
  United States Treasury securities  ...........................................

     Total investments (identified cost $65,365,715; $103,731,275;  $23,000,423;
     and $10,784,562, respectively)


Cash  ..........................................................................
Accounts receivable for shares of the portfolio sold  ..........................
Accounts receivable for investments sold  ......................................
Accrued interest, dividends and foreign taxes receivable  ......................


    Total assets


LIABILITIES
Bank overdraft  ................................................................
Accounts payable for shares of the portfolio redeemed  .........................
Accounts payable for investments purchased  ....................................
Accrued investment advisory fee  ...............................................
Accrued directors' and officers' fees and expenses  ............................
Accrued excise tax  ............................................................

    Total liabilities

    Net assets applicable to outstanding shares

                                   NET ASSETS
Capital stock - par value $.001 per share:
    Authorized - 100,000,000; 100,000,000; 10,000,000; and 25,000,000 shares,
    respectively
    Outstanding - 3,965,988; 1,559,369; 372,874; and 323,519 shares,
    respectively  ..............................................................

Paid-in capital  ...............................................................


Undistributed net investment income (Note 1)  ..................................
Accumulated net realized gain (loss) on investments  ...........................
Accumulated net realized gain on foreign currency transactions  ................
Net unrealized appreciation of investments .....................................
Net unrealized depreciation on translation of assets and liabilities in foreign
currencies  ....................................................................

Net assets applicable to outstanding shares

Net asset value per share

                            See accompanying notes.
<PAGE>







<TABLE>
<CAPTION>

       Permanent Portfolio     Treasury Bill Portfolio     Versatile Bond Portfolio     Aggressive Growth Portfolio
       -------------------     -----------------------     ------------------------     ---------------------------
          <C>                      <C>                         <C>                          <C>

          $ 14,341,299             $          -                $           -                $          -
             3,831,728                        -                            -                           -
               796,559                        -                            -                           -
          ------------             ------------                -------------                ------------
            18,969,586                        -                            -                           -

             6,316,372                        -                            -                           -
            11,757,247                        -                            -                           -
            12,370,392                        -                            -                  14,844,086
             1,016,609                        -                   18,128,918                           -
            19,768,635              103,734,348                    4,897,075                     389,766
          ------------             ------------                -------------                ------------

            70,198,841              103,734,348                   23,025,993                  15,233,852


                98,728                        -                       54,634                       3,389
                 9,100                    5,972                            -                       9,150
             2,503,850                        -                            -                     196,353
               399,790                2,014,695                      354,647                       3,353
          ------------             ------------                -------------                ------------

            73,210,309              105,755,015                   23,435,274                  15,446,097



                     -                  102,727                            -                           -
                42,356                   89,126                       28,335                       3,798
                     -                        -                    2,027,955                           -
                63,557                   49,728                       10,099                      13,303
                 4,418                    8,409                        1,322                         189
               108,455                  163,490                       22,622                      11,468
          ------------             ------------                -------------                ------------
               218,786                  413,480                    2,090,333                      28,758
          ------------             ------------                -------------                ------------
          $ 72,991,523             $105,341,535                $  21,344,941                $ 15,417,339
          ============             ============                =============                ============



          $      3,966             $      1,559                $         373                $        324

            59,574,787              103,226,668                   19,888,882                   9,854,308
          ------------             ------------                -------------                ------------
            59,578,753              103,228,227                   19,889,255                   9,854,632


             7,322,418                2,263,201                    1,556,933                     122,708
             1,294,439                 (152,966)                    (126,817)                    990,709
                10,793                        -                            -                           -
             4,833,126                    3,073                       25,570                   4,449,290

               (48,006)                       -                            -                           -
          ------------             ------------                -------------                ------------
          $ 72,991,523             $105,341,535                $  21,344,941                $ 15,417,339
          ============             ============                =============                ============
              $18.40                   $67.55                       $57.24                     $47.66
              ======                   ======                       ======                     ======
</TABLE>

<PAGE>

                   PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                            STATEMENTS OF OPERATIONS
                         Year ended January 31, 1997






Investment income:
  Interest  ....................................................................
  Dividends  ...................................................................


Expenses (Notes 3, 7 & 8):
  Investment advisory fee  .....................................................
  Directors' fees and expenses  ................................................
  Officers' salary expense  ....................................................
  Excise tax  ..................................................................
  Regulatory expense  ..........................................................
  Shareholder meeting expense  .................................................
  Commitment fee  ..............................................................

  Total expenses
  Less waiver of investment advisory fee  ......................................

    Net expenses


Net investment income before foreign income taxes deducted at source

Less foreign income taxes deducted at source, net of refundable taxes  .........


Net investment income


Realized and unrealized gain (loss) on investments  and foreign  currency (Notes
  1, 2, 4 & 5):
Net realized gain (loss) on:
  Investments in unaffiliated issuers  .........................................
  Investment in an affiliated issuer  ..........................................
  Foreign currency transactions  ...............................................



Change in unrealized appreciation (depreciation) of:
  Investments  .................................................................
  Translation of assets and liabilities in foreign currencies  .................


Net realized and unrealized gain (loss) on investments
  and foreign currency
Net increase in net assets resulting
  from operations













                            See accompanying notes.
<PAGE>

<TABLE>
<CAPTION>





      Permanent Portfolio      Treasury Bill Portfolio     Versatile Bond Portfolio      Aggressive Growth Portfolio
      -------------------      ----------------------      ------------------------      ---------------------------
          <C>                       <C>                        <C>                            <C>
          $  2,556,926              $  5,682,932               $   1,217,829                  $     14,295
               639,905                         -                           -                       238,144
          ------------              ------------               -------------                  ------------
             3,196,831                 5,682,932                   1,217,829                       252,439

               841,843                 1,257,545                     223,610                       147,574
                28,560                    42,904                       7,682                         5,467
                27,545                    42,039                       7,345                         4,685
               108,455                   163,512                      22,622                        11,468
                53,511                    43,469                       3,046                         2,640
                27,704                    13,256                       3,402                         3,460
                10,000                         -                           -
          ------------              ------------               -------------                  ------------
             1,097,618                 1,562,725                     267,707                       175,294
                     -                   556,879                      74,401                             -
          ------------              ------------               -------------                  ------------
             1,097,618                 1,005,846                     193,306                       175,294
          ------------              ------------               -------------                  ------------

             2,099,213                 4,677,086                   1,024,523                        77,145

                16,190                         -                           -                             -
          ------------              ------------               -------------                  ------------

             2,083,023                 4,677,086                   1,024,523                        77,145
          ------------              ------------               -------------                  ------------




             2,221,322                    (2,228)                      9,404                       992,038
              (924,881)                        -                           -                             -
                10,793                         -                           -                             -
          ------------              ------------               -------------                  ------------
             1,307,234                    (2,228)                      9,404                       992,038


            (2,950,852)                  (55,884)                   (148,138)                    1,106,794
               (56,724)                        -                           -                             -
          ------------              ------------               -------------                  ------------


            (1,700,342)                  (58,112)                   (138,734)                    2,098,832
          ------------              ------------               -------------                  ------------
          $    382,681              $  4,618,974               $     885,789                  $  2,175,977
          ============              ============               =============                  ============
</TABLE>


<PAGE>

                   PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                      STATEMENTS OF CHANGES IN NET ASSETS






<TABLE>
<CAPTION>
                                                                                              Permanent Portfolio
                                                                                    -----------------------------------
                                                                                       Year ended         Year ended
                                                                                    January 31, 1997   January 31, 1996
                                                                                    ----------------   ----------------
<S>                                                                                    <C>                <C>
Operations:
  Net investment income (loss)  ..............................................         $  2,083,023       $  2,130,759
  Net realized gain (loss) on investments  ...................................            1,296,441          1,019,589
  Net realized gain on foreign currency transactions  ........................               10,793            384,941
  Change in unrealized appreciation (depreciation) of investments  ...........           (2,950,852)         7,555,020
  Change in unrealized appreciation (depreciation) on translation of
     assets and liabilities in foreign currencies  ...........................              (56,724)           (19,075)
                                                                                       ------------       ------------
Net increase in net assets resulting from operations                                        382,681         11,071,234

Equalization on shares issued and redeemed:  .................................             (249,430)          (467,059)

Distributions to shareholders from:
  Net investment income  .....................................................           (1,647,665)        (1,517,212)
  Net realized gain on investments  ..........................................             (352,938)                 -

Capital stock transactions exclusive of amounts allocated to undistributed
  net investment income (Note 6):  ...........................................           (1,781,916)        (4,055,817)
                                                                                       ------------       ------------
  Net increase (decrease) in net assets                                                  (3,649,268)         5,031,146

  Net assets at beginning  of year                                                       76,640,791         71,609,645
                                                                                       ------------       ------------

  Net assets at end of year (including  undistributed  net investment income 
    of $7,322,418 and $6,927,153; $2,263,201 and $4,340,131; $1,556,933 and
    $1,672,573; $122,708 and $97,512, respectively)                                    $ 72,991,523       $ 76,640,791
                                                                                       ============       ============

</TABLE>






















                            See accompanying notes.
<PAGE>









<TABLE>
<CAPTION>
         Treasury Bill Portfolio                  Versatile Bond Portfolio              Aggressive Growth Portfolio
- ------------------------------------       -----------------------------------   --------------------------------------
   Year ended          Year ended             Year ended         Year ended         Year ended            Year ended
January 31, 1997    January 31, 1996       January 31, 1997   January 31, 1996   January 31, 1997      January 31, 1996
- ----------------    ----------------       ----------------   ----------------   ----------------      ----------------
  <C>                <C>                   <C>                 <C>                <C>                   <C>

  $  4,677,086       $   5,651,617         $  1,024,523        $  1,132,191       $    77,145           $    (5,087)
        (2,228)            ( 4,256)               9,404              (1,737)          992,038               104,190
             -                   -                    -                   -                 -                     -
       (55,884)             68,077             (148,138)            397,527         1,106,794             2,236,677

             -                   -                    -                   -                 -                     -
  ------------       -------------         ------------        ------------       -----------           -----------
     4,618,974           5,715,438              885,789           1,527,981         2,175,977             2,335,780

    (1,052,143)           (832,446)              16,284            (396,154)           34,901                 7,218


    (4,430,015)         (2,879,288)            (699,991)           (680,753)          (86,850)              (28,111)
             -                   -                    -                   -           (17,370)             (385,888)


    (8,462,596)         (9,002,323)           1,005,692          (2,543,288)        2,244,098             2,380,042
  ------------       -------------         ------------        ------------       -----------           -----------
    (9,325,780)         (6,998,619)           1,207,774          (2,092,214)        4,350,756             4,309,041

   114,667,315         121,665,934           20,137,167          22,229,381        11,066,583             6,757,542
  ------------       -------------         ------------        ------------       -----------           -----------



  $105,341,535       $ 114,667,315         $ 21,344,941        $ 20,137,167       $15,417,339           $11,066,583
  ============       =============         ============        ============       ===========           ===========

</TABLE>

<PAGE>

<TABLE>

                   PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                            THE PERMANENT PORTFOLIO
                            SCHEDULE OF INVESTMENTS
                                January 31, 1997


<CAPTION>

     Quantity                                                                                            Market Value
- -----------------                                                                                        ------------
  <C>                <S>                                                                                 <C>

                     GOLD ASSETS - 19.65% of Total Net Assets
  11,997 Troy Oz.     Gold bullion (a)  .........................................................        $  4,137,863

  28,583 Coins        One-ounce gold coins (a) ..................................................          10,144,107

   4,297 Units        United States Gold Trust (a)(b) ...........................................              59,329
                                                                                                         ------------
                        Total Gold Assets (Cost $16,318,540)                                             $ 14,341,299
                                                                                                         ------------
                     SILVER ASSETS - 5.25% of Total Net Assets
 522,823 Troy Oz.     Silver bullion (a) ........................................................        $  2,562,353

     379 Bags         Silver coins (a) ..........................................................           1,269,375
                                                                                                         ------------
                        Total Silver Assets (Cost $5,003,358)                                            $  3,831,728
                                                                                                         ------------
</TABLE>
<TABLE>

<CAPTION>
Principal Amount     SWISS FRANC ASSETS - 9.74% of Total Net Assets
- ----------------
 <C>                  <S>                                                                                <C>
 CHF 1,131,671        Swiss francs in interest-bearing bank accounts ............................        $    796,559
                                                                                                         ------------
 CHF 3,700,000        5.250% Swiss Confederation bonds, 02-11-98 ................................           2,700,450
 CHF 4,000,000        4.000% Swiss Confederation bonds, 03-10-99 ................................           2,936,581
 CHF   820,000        7.000% Swiss Confederation bonds, 07-09-01 ................................             679,341
                                                                                                         ------------
                        Total Swiss Confederation bonds                                                     6,316,372
                                                                                                         ------------
                        Total Swiss Franc Assets (Cost $6,998,065)                                       $  7,112,931
                                                                                                         ------------
</TABLE>
<TABLE>

<CAPTION>
        Number       STOCKS OF UNITED STATES AND FOREIGN REAL ESTATE AND NATURAL
      Of Shares      RESOURCE COMPANIES - 16.11% of Total Net Assets
      ---------
        <C>          <S>                                                                                 <C>
                     NATURAL RESOURCES -  5.63% of Total Net Assets
        14,300        Broken Hill Proprietary, Ltd. (c) .........................................        $    389,675
        12,000        Burlington Resources, Inc. ................................................             597,000
        17,200        Cyprus Amax Minerals Company  .............................................             384,850
        26,600        Forest Oil Corporation (a) ................................................             435,575
        15,200        Inco, Ltd. ................................................................             514,900
        20,000        Pogo Producing Company ....................................................             842,500
        29,000        Santa Fe Energy Resources, Inc. (a)  ......................................             431,375
        60,000        Westmoreland Coal Company (a) .............................................              56,250
        10,000        Weyerhaeuser Company  .....................................................             455,000
                                                                                                         ------------
                                                                                                         $  4,107,125
</TABLE>













                          Continued on following page.
<PAGE>

<TABLE>
                   PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                            THE PERMANENT PORTFOLIO
                            SCHEDULE OF INVESTMENTS
                                January 31, 1997

<CAPTION>
   Number
  Of Shares                                                                                            Market Value
  ---------                                                                                            ------------
  <C>               <S>                                                                                 <C>
                    REAL ESTATE - 10.48% of Total Net Assets
  30,264              BRE Properties, Inc. Class A ..............................................       $   749,034
  31,000              Burnham Pacific Properties, Inc. ..........................................           457,250
  23,500              Federal Realty Investment Trust ...........................................           663,875
  29,000              HRE Properties ............................................................           507,500
  47,000              IRT Property Company ......................................................           564,000
  34,200              MGI Properties ............................................................           743,850
  21,000              New Plan Realty Trust .....................................................           501,375
  20,100              Pennsylvania Real Estate Investment Trust .................................           494,963
  27,500              Security Capital Pacific Trust ............................................           653,125
  18,000              Texas Pacific Land Trust ..................................................           508,500
  47,200              United Dominion Realty Trust, Inc. ........................................           731,600
  31,900              Washington Real Estate Investment Trust ...................................           590,150
  37,300              Western Investment Real Estate Trust ......................................           484,900
                                                                                                        -----------
                                                                                                        $ 7,650,122
                                                                                                        -----------
                         Total Stocks of United States and Foreign Real Estate and Natural
                         Resource Companies (Cost $7,712,490)                                           $11,757,247
                                                                                                        -----------

                     AGGRESSIVE GROWTH STOCK INVESTMENTS - 16.95% of Total Net Assets


                     CHEMICALS - .61% of Total Net Assets
   6,200              Air Products & Chemicals, Inc.  ...........................................       $   442,525
                                                                                                        -----------
                                                                                                        $   442,525
                     COMPUTER SOFTWARE - 1.02% of Total Net Assets
   7,000              Autodesk, Inc.  ...........................................................       $   221,375
       1              Symantec Corporation warrant (a)(d)  ......................................           524,015
                                                                                                        -----------
                                                                                                        $   745,390
                     CONSTRUCTION - .24% of Total Net Assets
   2,500              Fluor Corporation  ........................................................       $   177,813
                                                                                                        -----------
                                                                                                        $   177,813

</TABLE>













                          Continued on following page.
<PAGE>


<TABLE>
                   PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                            THE PERMANENT PORTFOLIO
                            SCHEDULE OF INVESTMENTS
                                January 31, 1997

<CAPTION>
   Number
  Of Shares                                                                                            Market Value
  ---------                                                                                            ------------
  <C>                <S>                                                                                 <C>
                     DATA PROCESS1NG - 1.31% of Total Net Assets
   7,800              Hewlett-Packard Company ...................................................        $  410,475
  10,600              Seagate Technology, Inc. (a)  .............................................           545,900
                                                                                                         ----------
                                                                                                         $  956,375
                     ELECTRICAL AND ELECTRONICS - 2.62% of Total Net Assets
  20,000              DSC Communications Corporation (a)  .......................................        $  450,000
   7,300              Intel Corporation  ........................................................         1,184,425
  10,000              National Semiconductor Corporation (a) ....................................           277,500
                                                                                                         ----------
                                                                                                         $1,911,925
                     ENTERTAINMENT AND LEISURE - 1.93% of Total Net Assets
   2,500              The Walt Disney Company  ..................................................        $  183,125
   4,500              Harcourt General, Inc.  ...................................................           203,625
  24,000              Harrah's Entertainment, Inc. (a)  .........................................           468,000
  12,000              Promus Hotel Corporation (a) ..............................................           391,500
   4,200              Tribune Company  ..........................................................           160,650
                                                                                                         ----------
                                                                                                         $1,406,900
                     FINANCIAL SERVICES - 2.47% of Total Net Assets
   3,000              Bank of New York, Inc. warrants (a)   .....................................        $  250,500
   6,851              Bank of Petaluma (a) ......................................................           126,744
   8,400              Bear Stearns Companies, Inc.  .............................................           252,000
   4,000              Morgan Stanley Group, Inc.  ...............................................           228,500
  17,474              The Charles Schwab Corporation  ...........................................           653,091
   4,000              State Street Boston Corporation  ..........................................           292,500
                                                                                                         ----------
                                                                                                         $1,803,335
                     MANUFACTURING - 2.97% of Total Net Assets
  23,000              Collins Industries, Inc. warrants (a)  ....................................        $      719
  15,000              Harley-Davidson, Inc. .....................................................           663,750
   5,100              Harnischfeger Industries, Inc. ............................................           226,313
   3,500              Illinois Tool Works, Inc.  ................................................           285,688
  10,618              Mattel, Inc.  .............................................................           298,631
   2,000              NACCO Industries, Inc. Class A  ...........................................           104,750
   8,000              NACCO Industries, Inc. Class B  ...........................................           419,000
   4,000              Parker-Hannifin Corporation  ..............................................           172,500
                                                                                                         ----------
                                                                                                         $2,171,351

</TABLE>






                          Continued on following page.
<PAGE>

<TABLE>
                   PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                            THE PERMANENT PORTFOLIO
                            SCHEDULE OF INVESTMENTS
                                January 31, 1997

<CAPTION>
   Number
  Of Shares                                                                                            Market Value
  ---------                                                                                            ------------
   <C>              <S>                                                                                <C>
                    OIL AND OILFIELD SERVICES - .50% of Total Net Assets
   20,000            Parker Drilling Company (a)  ...............................................       $   195,000
   48,200            Wainoco Oil Corporation (a)  ...............................................           168,700
                                                                                                        -----------
                                                                                                        $   363,700

                    PHARMACEUTICALS - 1.30% of Total Net Assets
   10,000            Abbott Laboratories  .......................................................       $   543,750
    2,400            Biogen, Inc. (a)  ..........................................................           112,200
   10,000            Genzyme Corporation (General Division) (a)  ................................           280,000
      945            Genzyme Corporation Tissue Repair (a)  .....................................             9,923
                                                                                                        -----------
                                                                                                        $   945,873
                    RETAIL - .44% of Total Net Assets
   12,000            Costco Companies, Inc. (a)  ................................................       $   319,500
                                                                                                        -----------
                                                                                                        $   319,500
                    TRANSPORTATION - .69% of Total Net Assets
   12,300            ASA Holdings, Inc.  ........................................................       $   276,750
    4,600            Kansas City Southern Industries, Inc.  .....................................           225,975
                                                                                                        -----------
                                                                                                        $   502,725
                    MISCELLANEOUS - .85% of Total Net Assets
    5,090            Lockheed Martin Corporation  ...............................................       $   468,280
    2,800            Temple-Inland, Inc.  .......................................................           154,700
                                                                                                        -----------
                                                                                                        $   622,980
                                                                                                        -----------
                                                                                                        
                      Total Aggressive Growth Stock Investments (Cost $4,410,731)                       $12,370,392
                                                                                                        -----------
</TABLE>











                          Continued on following page.
<PAGE>

<TABLE>
                   PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                            THE PERMANENT PORTFOLIO
                            SCHEDULE OF INVESTMENTS
                                January 31, 1997

<CAPTION>

    Principal Amount                                                                                     Market Value
    ----------------                                                                                     ------------
    <C>              <S>                                                                                 <C>
                     DOLLAR ASSETS - 28.47% of Total Net Assets

                     CORPORATE BONDS - 1.39% of Total Net Assets
    $   100,000       8.750% Dillard Department Stores, Inc., 06-15-98 ..........................        $    103,501
        100,000       8.300% Hertz Corporation, 02-02-98 ........................................             102,370
        100,000       5.650% Lockheed Martin Corporation, 04-01-97 ..............................             100,085
        100,000       6.500% Pfizer, Inc., 02-01-97 .............................................             100,016
        100,000       9.000% Philip Morris Companies, Inc., 05-15-98 ............................             103,606
        100,000       9.375% Saint Paul Companies, Inc., 06-15-97 ...............................             101,406
        100,000       6.125% Southern California Edison Company, 07-15-97 .......................             100,277
        100,000       6.750% USLIFE Corporation, 01-15-98 .......................................             100,781
        100,000       9.375% Virginia Electric & Power Company, 06-01-98 ........................             104,203
        100,000       6.375% WMX Technologies, Inc., 07-01-97 ...................................             100,364
                                                                                                         ------------
                                                                                                         $  1,016,609

                     UNITED STATES TREASURY SECURITIES - 27.08% of Total Net Assets
     41,000,000       United States Treasury bond strips (Principal only) 7.085%, 05-15-18(e) ...        $  9,313,150
        800,000       United States Treasury bonds 6.250%, 08-15-23  ............................             738,544
        300,000       United States Treasury notes 6.000%, 08-31-97 .............................             300,861
      3,000,000       United States Treasury notes 5.625%, 01-31-98  ............................           3,000,000
      3,000,000       United States Treasury notes 7.750%, 01-31-00  ............................           3,134,910
        750,000       United States Treasury bills 3.650%, 02-06-97 (e)  ........................             749,550
      2,600,000       United States Treasury bills 5.660%, 07-24-97 (e(g) .......................           2,531,620
                                                                                                         ------------
                                                                                                         $ 19,768,635
                                                                                                         ------------

                        Total Dollar Assets (Cost $24,922,531)                                           $ 20,785,244
                                                                                                         ------------
                        Total Portfolio - 96.17% of total net assets (identified cost $65,365,715)(f)    $ 70,198,841
                        Other assets, less liabilities (3.83% of total net assets)                          2,792,682
                                                                                                         ------------
                        Net assets applicable to outstanding shares                                      $ 72,991,523
                                                                                                         ============
<FN>

                        Note:(a) Non-income producing.
                             (b) Affiliated investment trust.
                             (c) Sponsored ADR.
                             (d) Market value determined by the Board of Directors.
                             (e) Interest rate represents yield to maturity.
                             (f) Aggregate cost for Federal income tax purposes was $58,645,555.
                             (g) Collateral supporting line of credit(see Note 7).


</FN>
</TABLE>

















                            See accompanying notes.
<PAGE>

<TABLE>
                   PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                          THE TREASURY BILL PORTFOLIO
                            SCHEDULE OF INVESTMENTS
                                January 31, 1997

<CAPTION>

    Principal Amount                                                                                      Market Value
    ----------------                                                                                      ------------
     <C>             <S>                                                                                 <C>
                     UNITED STATES TREASURY SECURITIES - 98.47% of Total Net Assets
     $25,000,000      United States Treasury notes 4.750%, 02-15-97 .............................        $  24,994,000
      24,000,000      United States Treasury notes 6.875%, 02-28-97 .............................           24,033,360
      28,000,000      United States Treasury notes 6.625%, 03-31-97 .............................           28,064,960
      26,600,000      United States Treasury notes 5.625%, 06-30-97 .............................           26,642,028
                                                                                                         -------------
                        Total Portfolio - 98.47% of total net assets (identified cost $103,731,275)(a)   $ 103,734,348
                        Other assets, less liabilities (1.53% of total net assets)                           1,607,187
                                                                                                         -------------
                        Net assets applicable to outstanding shares                                      $ 105,341,535
                                                                                                         =============
<FN>

                        Note:(a) Aggregate cost for Federal income tax purposes.

</FN>
</TABLE>



































                            See accompanying notes.
<PAGE>

<TABLE>
                   PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                          THE VERSATILE BOND PORTFOLIO
                            SCHEDULE OF INVESTMENTS
                                January 31, 1997

<CAPTION>
   Principal Amount                                                                                      Market Value
   ----------------                                                                                      ------------
     <C>             <S>                                                                                 <C>
                     CORPORATE BONDS - 84.94% of Total Net Assets

                     AEROSPACE - 4.22% of Total Net Assets
     $  900,000       5.650% Lockheed Martin Corporation, 04-01-97  .............................        $    900,765
                                                                                                         ------------
                                                                                                         $    900,765
                     AUTOMOBILE RENTAL AND SERVICES - 4.32% of Total Net Assets
        900,000       8.300% Hertz Corporation, 02-02-98  .......................................        $    921,330
                                                                                                         ------------
                                                                                                         $    921,330
                     BEVERAGES - 9.62% of Total Net Assets
      1,000,000       7.875% Coca Cola Company, 09-15-98  .......................................        $  1,028,190
      1,000,000       7.625% PepsiCo, Inc., 11-01-98 ............................................           1,024,940
                                                                                                         ------------
                                                                                                         $  2,053,130
                     ELECTRIC UTILITIES - 12.78% of Total Net Assets
        900,000       5.000% Gulf Power Company, 07-01-98  ......................................        $    887,067
        900,000       6.125% Southern California Edison Company, 07-15-97 .......................             902,493
        900,000       9.375% Virginia Electric & Power Company, 06-01-98 ........................             937,827
                                                                                                         ------------
                                                                                                         $  2,727,387
      1,000,000      ELECTRICAL AND ELECTRONICS - 4.82% of Total Net Assets
                      7.875% General Electric Company, 09-15-98 .................................        $  1,028,650
                                                                                                         ------------
                                                                                                         $  1,028,650
                     ENVIRONMENTAL - 4.23% of Total Net Assets
        900,000       6.375% WMX Technologies, Inc., 07-01-97 ...................................        $    903,276
                                                                                                         ------------
                                                                                                         $    903,276
                     FINANCIAL SERVICES - 4.63% of Total Net Assets
      1,000,000       5.250% Associates Corporation of North America, 09-01-98  .................        $    988,260
                                                                                                         ------------
                                                                                                         $    988,260
                     INSURANCE - 8.52% of Total Net Assets
        900,000       9.375% Saint Paul Companies, Inc., 06-15-97  ..............................        $    912,654
        900,000       6.750% USLIFE Corporation, 01-15-98  ......................................             907,029
                                                                                                         ------------
                                                                                                         $  1,819,683



</TABLE>


















                          Continued on following page.
<PAGE>

<TABLE>
                   PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                          THE VERSATILE BOND PORTFOLIO
                            SCHEDULE OF INVESTMENTS
                                January 31, 1997

<CAPTION>
    Principal Amount                                                                                     Market Value
    ----------------                                                                                     ------------
     <C>             <S>                                                                                 <C>
                     NATURAL GAS UTILITIES - 4.66% of Total Net Assets
     $1,000,000       5.875% Consolidated Natural Gas Company, 10-01-98  ........................        $    994,990
                                                                                                         ------------
                                                                                                         $    994,990
                     PHARMACEUTICALS - 9.03% of Total Net Assets
      1,000,000       8.625% McKesson Corporation, 02-01-98 .....................................        $  1,026,630
        900,000       6.500% Pfizer, Inc., 02-01-97  ............................................             900,144
                                                                                                         ------------
                                                                                                         $  1,926,774
                     RETAIL - 9.03% of Total Net Assets
        900,000       8.750% Dillard Department Stores, Inc., 06-15-98  .........................        $    931,509
      1,000,000       5.500% Wal-Mart Stores, Inc., 03-01-98  ...................................             995,870
                                                                                                         ------------
                                                                                                         $  1,927,379
                     TELECOMMUNICATIONS - 4.71% of Total Net Assets
      1,000,000       6.250% New England Telephone & Telegraph Company, 12-15-97  ...............        $  1,004,840
                                                                                                         ------------
                                                                                                         $  1,004,840
                     TOBACCO - 4.37% of Total Net Assets
        900,000       9.000% Philip Morris Companies, Inc., 05-15-98  ...........................        $    932,454
                                                                                                         ------------
                                                                                                         $    932,454
                                                                                                         ------------
               
                        Total Corporate Bonds (Cost $18,102,694)                                         $ 18,128,918
                                                                                                         ------------

                     UNITED STATES TREASURY SECURITIES - 22.94% of Total Net Assets
        500,000       United States Treasury notes 6.250%, 07-31-98  ............................        $    503,315
      2,000,000       United States Treasury notes 5.750%, 12-31-98  ............................           1,995,440
      2,400,000       United States Treasury notes 5.875%, 01-31-99  ............................           2,398,320
                                                                                                         ------------
                        Total United States Treasury Securities (Cost $4,897,729)                        $  4,897,075
                                                                                                         ------------
                        Total Portfolio - 107.88% of total net assets (identified cost $23,000,423)(a)   $ 23,025,993
                        Liabilities, less other assets (7.88% of total net assets)                         (1,681,052)
                                                                                                         ------------
                        Net assets applicable to outstanding shares                                      $ 21,344,941
                                                                                                         ============
<FN>

                        Note: (a) Aggregate cost for Federal income tax purposes.
</FN>

</TABLE>
















                            See accompanying notes.
<PAGE>

<TABLE>
                   PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                        THE AGGRESSIVE GROWTH PORTFOLIO
                            SCHEDULE OF INVESTMENTS
                                January 31, 1997

<CAPTION>

   Number
  Of Shares                                                                                            Market Value
  ---------                                                                                            ------------
   <C>               <S>                                                                                 <C>
                     AGGRESSIVE GROWTH STOCK INVESTMENTS - 96.28% of Total Net Assets

                     CHEMICALS - 4.81% of Total Net Assets
   6,000              Air Products & Chemicals, Inc. ............................................        $  428,250
  17,800              Wellman, Inc. .............................................................           313,725
                                                                                                         ----------
                                                                                                         $  741,975
                     COMPUTER SOFTWARE - 4.89% of Total Net Assets
  14,800              Autodesk, Inc. ............................................................        $  468,050
   6,300              Computer Associates International, Inc. ...................................           285,863
                                                                                                         ----------
                                                                                                         $  753,913
                     CONSTRUCTION - 5.81% of Total Net Assets
   5,900              Fluor Corporation .........................................................        $  419,638
  25,400              Ryland Group, Inc.  .......................................................           330,200
  13,000              Schuller Corporaton .......................................................           146,250
                                                                                                         ----------
                                                                                                         $  896,088
                     DATA PROCESSING - 5.64% of Total Net Assets
  69,827              AST Research, Inc. (a) ....................................................        $  353,496
   9,800              Hewlett-Packard Company ...................................................           515,725
                                                                                                         ----------
                                                                                                         $  869,221
                     ELECTRICAL & ELECTRONICS - 5.98% of Total Net Assets
  22,200              DSC Communications Corporation (a) ........................................        $  499,500
  15,200              National Semiconductor Corporation (a) ....................................           421,800
                                                                                                         ----------
                                                                                                         $  921,300
                     ENTERTAINMENT AND LEISURE - 8.76% of Total Net Assets
   5,300              The Walt Disney Company ...................................................        $  388,225
   7,500              Harcourt General, Inc. ....................................................           339,375
   9,600              Tribune Company  ..........................................................           367,200
   7,500              Viacom, Inc. Class A (a) ..................................................           255,000
                                                                                                         ----------
                                                                                                         $1,349,800
                     FINANCIAL SERVICES - 12.89% of Total Net Assets
   2,600              Bank of New York, Inc. warrants (a)  ......................................        $  217,100
  15,412              Bear Stearns Companies, Inc. ..............................................           462,360
   5,600              Morgan Stanley Group, Inc. ................................................           319,900
  15,300              The Charles Schwab Corporation ............................................           571,838
   5,700              State Street Boston Corporation ...........................................           416,813
                                                                                                         ----------
                                                                                                         $1,988,011
                     MANUFACTURING - 10.94% of Total Net Assets
   8,400              Dana Corporation  .........................................................        $  274,050
   6,900              Harnischfeger Industries, Inc. ............................................           306,188
   4,300              Illinois Tool Works, Inc. .................................................           350,988
  12,583              Mattel, Inc. ..............................................................           353,895
   9,300              Parker-Hannifin Corporation ...............................................           401,063
                                                                                                         ----------
                                                                                                         $1,686,184
</TABLE>


                          Continued on following page.
<PAGE>

<TABLE>
                   PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                        THE AGGRESSIVE GROWTH PORTFOLIO
                            SCHEDULE OF INVESTMENTS
                                January 31, 1997

<CAPTION>
   Number
 Of Shares                                                                                              Market Value
 ---------                                                                                              ------------
  <C>                <S>                                                                                 <C>
                     OIL AND OILFIELD SERVICES - 5.09% of Total Net Assets
  42,700              Parker Drilling Company (a)  ..............................................        $   416,325
 105,200              Wainoco Oil Corporation (a) ...............................................            368,200
                                                                                                         -----------
                                                                                                         $   784,525
                     PHARMACEUTICALS - 10.27% of Total Net Assets
   6,400              Amgen, Inc. (a)  ..........................................................        $   360,800
  11,000              Biogen, Inc. (a) ..........................................................            514,250
  19,500              Chiron Corporation (a) ....................................................            363,188
  12,000              Genzyme Corporation (General Division) (a) ................................            336,000
     810              Genzyme Corporation Tissue Repair (a)  ....................................              8,505
                                                                                                         -----------
                                                                                                         $ 1,582,743
                     RETAIL - 4.73% of Total Net Assets
  15,200              Costco Companies, Inc. (a) ................................................        $   404,700
  13,000              Toys "R" Us, Inc. (a) .....................................................            325,000
                                                                                                         -----------
                                                                                                         $   729,700
                     TRANSPORTATION - 8.14% of Total Net Assets
  11,700              ASA Holdings, Inc. ........................................................        $   263,250
   8,600              Kansas City Southern Industries, Inc. .....................................            422,475
  20,100              M.S. Carriers, Inc. (a) ...................................................            321,600
  37,500              Mesa Air Group, Inc. (a)  ..................................................           248,438
                                                                                                         -----------
                                                                                                         $ 1,255,763
                     MISCELLANEOUS - 8.33% of Total Net Assets
  13,000              Browning-Ferris Industries, Inc. ..........................................        $   422,500
   5,500              Lockheed Martin Corporation  ..............................................            506,000
   6,450              Temple-Inland, Inc. .......................................................            356,363
                                                                                                         -----------
                                                                                                         $ 1,284,863
                                                                                                         -----------

                        Total Aggressive Growth Stock Investments (Cost $10,394,800)                     $14,844,086
                                                                                                         -----------
 </TABLE>
<TABLE>

<CAPTION>                                                                                                 
Principal Amount     
- ----------------
                     UNITED STATES TREASURY SECURITIES - 2.53% of Total Net Assets
  <C>                 <S>                                                                                <C>
  $  390,000          United States Treasury bills 3.650%, 02-06-97 (b) .........................        $   389,766
                                                                                                         -----------
                        Total United States Treasury Securities (Cost $389,762)                          $   389,766
                                                                                                         -----------
                        Total Portfolio - 98.81% of total net assets (identified cost $10,784,562)(c)    $15,233,852
                        Other assets, less liabilities (1.19% of total net assets)                           183,487
                                                                                                         -----------
                        Net assets applicable to outstanding shares                                      $15,417,339
                                                                                                         ===========
<FN>
                        Note:(a) Non-income producing.
                             (b) Interest rate represents yield to maturity.
                             (c) Aggregate cost for Federal income tax purposes.
</FN>
</TABLE>





                            See accompanying notes.
<PAGE>

                   PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                January 31, 1997



1.   SIGNIFICANT ACCOUNTING POLICIES
     Permanent  Portfolio Family of Funds, Inc. (the "Fund") is registered under
     the  Investment  Company Act of 1940, as amended (the "Act"), as a no-load,
     open-end,   series  management   investment  company.  The  Fund  commenced
     operations as the Permanent  Portfolio,  the Treasury Bill  Portfolio,  the
     Versatile Bond Portfolio and the Aggressive  Growth Portfolio on January 8,
     1982, May 26, 1987,  September 27, 1991 and January 2, 1990,  respectively.
     Investment  operations  in  the  Permanent  Portfolio,  the  Treasury  Bill
     Portfolio, the Versatile Bond Portfolio and the Aggressive Growth Portfolio
     commenced on December 1, 1982,  September  21, 1987,  November 12, 1991 and
     May 16, 1990, respectively.

     The following significant  accounting policies are consistently followed by
     the Fund in the preparation of its financial statements,  and such policies
     are  in  conformity  with  generally  accepted  accounting  principles  for
     registered  investment   companies.   The  preparation  of  such  financial
     statements  requires  management  to make  estimates and  assumptions  that
     affect the reported  amounts of assets and  liabilities,  the disclosure of
     contingent  assets and liabilities at the date of the financial  statements
     and the  reported  amounts of revenues and  expenses  earned and  incurred,
     respectively, during the reporting period. Actual results could differ from
     those estimates.

     Valuation of investments
     Investments  are valued at market.  Securities for which market  quotations
     are  readily  available  are  valued at the  latest  sale  price.  Unlisted
     securities   or   securities   for   which  the  most   active   market  is
     over-the-counter  are valued at the mean  between the closing bid and asked
     prices.  Swiss  francs  are  valued  at  the  closing  spot  price  on  the
     International  Monetary Market. Swiss Confederation bonds are valued at the
     closing price in Zurich, Switzerland, converted into U.S. dollars at 4 p.m.
     (Eastern  Time).  Investments  in gold and silver  are valued  based on the
     closing  spot  prices  on  the  New  York  Commodity  Exchange.  Short-term
     securities  are valued at market daily.  Investments  for which there is no
     active  market  are  valued  at fair  value as  determined  by the Board of
     Directors.  At January 31, 1997, one   such  investment  in  the  Permanent
     Portfolio (0.72% of total net assets) was so valued.

     Investment transactions and investment income
     Investment  transactions are accounted for on the date of purchase, sale or
     maturity. Interest income is accrued daily and includes amortization of any
     premium and discount for  financial and tax  reporting  purposes.  Dividend
     income is recorded on the ex-dividend date.  Realized gains and losses from
     securities  transactions  and unrealized  appreciation  or  depreciation of
     investments  are recorded on an identified cost basis for financial and tax
     reporting purposes.

     For the year  ended  January  31,  1997,  investment  income  was earned as
     follows:
<TABLE>
<CAPTION>
                                                 Permanent       Treasury Bill     Versatile Bond    Aggressive Growth
                                                 Portfolio         Portfolio          Portfolio           Portfolio
                                               ------------      -------------     --------------    -----------------
     <S>                                       <C>                <C>              <C>                 <C>
     Interest on:
       Corporate bonds                         $     73,316       $          -     $  1,135,175        $         -
       Swiss franc assets                           316,683                  -                -                  -
       United States Treasury securities          2,120,346          5,621,347           27,963                 48
       Other investments                             46,581             61,585           54,691             14,247
     Dividends                                      639,905                  -                -            238,144
                                               ------------       ------------     ------------        -----------
       Total                                   $  3,196,831       $  5,682,932     $  1,217,829        $   252,439
                                               ============       ============     ============        ===========
</TABLE>


     Translation of foreign currencies
     Amounts  denominated  in or  expected to settle in foreign  currencies  are
     translated into U.S.  dollars on the following  basis:  (i) market value of
     investment  securities and other assets and  liabilities  are translated at
     the closing rate of exchange at January 31, 1997;  and (ii)  purchases  and
     sales of investment  securities,  income and expenses are translated at the
     rate of exchange prevailing on the respective dates of such transactions.



                          Continued on following page.
<PAGE>

                   PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                January 31, 1997



     The Fund  separately  reports the  portions  of the  results of  operations
     attributable  to the effect of changes  in  foreign  exchange  rates on the
     value of  investments.  Reported  net  realized  gains or losses on foreign
     currency  transactions  arise  from sales of  foreign  currencies;  foreign
     currency gains or losses realized between the trade and settlement dates on
     securities  transactions;   and  the  difference  between  the  amounts  of
     dividends,  interest and foreign  withholding  taxes recorded on the Fund's
     books verses the U.S. dollar equivalent of the amounts actually received or
     paid. Net unrealized foreign currency gains or losses arise from changes in
     the  exchange  rate   applicable  to  cash,   receivables  and  liabilities
     denominated in foreign currencies at January 31, 1997.

     Federal income taxes
     Each of the Fund's  Portfolios  will  continue  to be treated as a separate
     regulated  investment  company and each Portfolio  intends to qualify under
     Subchapter M of the United States Internal Revenue Code of 1986, as amended
     (the  "Code").  Accordingly,  no provision  has been made for United States
     income  taxes,  as each  Portfolio  intends to declare  necessary  dividend
     distributions  from  investment  company  taxable  income and net  realized
     capital  gains,  if any,  to its  shareholders  prior to October 15,  1997,
     pursuant to the requirements of the Code.

     At January 31, 1997, capital loss carryforwards  available to offset future
     realized gains, if any, aggregate  approximately:  $153,000 in the Treasury
     Bill Portfolio, of which $4,000, $99,000, $41,000, $5,000 and $4,000 expire
     on January 31, 2001,  January 31, 2002, January 31, 2003,  January 31, 2004
     and January 31,  2005,  respectively;  and $124,000 in the  Versatile  Bond
     Portfolio,  of which  $90,000  and  $34,000  expire on January 31, 2003 and
     January 31, 2004, respectively. There were no capital loss carryforwards in
     the Permanent Portfolio or the Aggressive Growth Portfolio.
     
     Pursuant to the Code,  43.14% and 100.00% of  the  distributions  made from
     investment  company  taxable income in 1996 by the Permanent  Portfolio and
     Aggressive  Growth  Portfolio,  respectively,  qualify  for  the  corporate
     dividends received deduction.

     Distributions
     Distributions to shareholders  from net investment income and realized gain
     on investments, if any, are recorded on the ex-dividend date. The amount of
     such  distributions  are  determined in accordance  with the Code which may
     differ from generally  accepted  accounting  principles.  These differences
     result  primarily  from different  treatment of net  investment  income and
     realized  gains  on  certain  investment  securities  held  by  the  Fund's
     Portfolios.  During the year ended January 31, 1997, the Fund  reclassified
     from  undistributed net investment income to paid-in capital,  certain book
     and tax basis differences relating to shareholder  distributions,  totaling
     $175,604, $1,405,517 and $456,456 for the Permanent Portfolio, the Treasury
     Bill   Portfolio   and  the   Versatile   Bond   Portfolio,   respectively.
     Additionally:  in the Permanent  Portfolio,  $384,941 was reclassified from
     accumulated  net  realized  gain  on  foreign   currency   transactions  to
     undistributed  net investment  income and $1,254,091 was reclassified  from
     accumulated net realized gain on investments to paid-in capital; and in the
     Treasury Bill Portfolio,  $133,659 was  reclassified  from  accumulated net
     realized loss on investments to undistributed net investment income, due to
     these differences.

                          Continued on following page.
<PAGE>

                   PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                January 31, 1997



     Equalization
     The Fund  follows  the  accounting  practice  of  equalization,  by which a
     portion  of  the  proceeds  from  sales  and a  portion  of  the  costs  of
     redemptions of shares of capital stock are allocated to  undistributed  net
     investment   income.  The  effect  of  this  practice  is  to  prevent  the
     calculation of net investment income per share from being affected by sales
     or  redemptions  of  shares  in  each  Portfolio,  and for  periods  of net
     issuances of shares,  allows  undistributed net investment income to exceed
     distributable investment company taxable income.

2.   INVESTMENTS IN AFFILIATED ISSUERS
     During fiscal year 1990, the Permanent  Portfolio acquired from World Money
     Managers ("WMM"),  the Fund's  investment  adviser and distributor for that
     Portfolio,  a 100%  interest in World Money  Securities,  Inc.  ("WMS"),  a
     registered  broker-dealer  and  distributor  for the Fund's  Treasury  Bill
     Portfolio,  Versatile Bond Portfolio and Aggressive Growth Portfolio. Under
     the Fund's fundamental investment policies, additional investments could be
     made  by the  Permanent  Portfolio  in  WMS,  an  illiquid  and  restricted
     security,  provided that the aggregate investment cost did not exceed 1% of
     the net  assets of the  Permanent  Portfolio  at the date of an  additional
     investment.  On February 17, 1996,  the Fund's Board of Directors  voted to
     discontinue  the business of WMS and directed the Board of Directors of WMS
     to prepare a Complete Plan of Liquidation (the "Plan") which was adopted on
     February  29,  1996.  The Plan,  which  provided  for the  realization  and
     satisfaction of all of WMS' remaining assets and liabilities, respectively,
     and the termination of WMS'  existence,  was completed on October 31, 1996.
     In connection with the realization of such remaining  assets,  WMS received
     $28,301  from WMM related to certain  marketing  contracts  between WMS and
     WMM. The Permanent  Portfolio  received no  liquidating  dividend upon WMS'
     termination as WMS' liabilities  exceeded its assets.  Accordingly,  and as
     determined  by the  Fund's  Board of  Directors,  the  Permanent  Portfolio
     realized a capital  loss of  $924,881,  the  Portfolio's  cost basis in the
     investment.  The Permanent Portfolio received no dividends or interest from
     WMS during the year ended  January 31,  1997,  nor was it permitted to make
     any additional investments in WMS during that time.

     The Permanent  Portfolio  held 4,297 units of United States Gold Trust,  an
     affiliated  investment trust,  resulting in net unrealized  depreciation of
     $6,617 at January 31, 1997. The Permanent Portfolio received no income from
     this  investment  during the year then ended and paid no Commissions to WMS
     relating to purchases and sales of these units during that time.

3.   INVESTMENT ADVISORY CONTRACT
     Prior to August 23, 1996 and in accordance  with the terms of an Investment
     Advisory  Contract  (the "Old  Contract"),  WMM  received  a  comprehensive
     advisory fee monthly,  computed at the following  annual rate: (i) for each
     Portfolio,  1/4 of 1% of the first $200 million of the Portfolio's  average
     daily net assets; plus (ii) for the Fund as a whole: 7/8 of 1% of the first
     $200  million of the Fund's  average  daily net assets;  13/16 of 1% of the
     next $200 million of the Fund's average daily net assets;  3/4 of 1% of the
     next $200 million of the Fund's  average daily net assets;  and 11/16 of 1%
     of the Fund's average daily net assets in excess of $600 million,  such fee
     for the Fund as a whole to be allocated  among the Portfolios in proportion
     to their net assets.

     All fees and expenses  payable by the Fund pursuant to the Old Contract and
     attributable  only to one Portfolio were borne entirely by that  Portfolio;
     all other such fees and expenses were allocated among the Fund's Portfolios
     in proportion to their net assets.  Except for the  comprehensive  advisory
     fee,  the fees  and  expenses  of the  Fund's  directors  who were not also
     officers of the Fund, excise taxes and extraordinary expenses as defined by
     the Contract,  WMM paid or reimbursed the Fund for substantially all of the
     Fund's ordinary  operating  expenses out of its comprehensive  advisory fee
     under the Old Contract.

                          Continued on following page.

     <PAGE>

                   PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                January 31, 1997




     At a special  meeting of the  shareholders  of the Fund on August 22, 1996,
     the shareholders  voted to approve a new Investment  Advisory Contract (the
     "New  Contract")  with WMM,  effective  immediately.  The New  Contract  is
     identical to the Old Contract,  except for the elimination of the provision
     whereby WMM is obligated to pay the salary  expense of the Fund's  officers
     and the fees and expenses of the Fund's directors who are also officers. In
     connection  with the  special  meeting,  the  Fund's  Permanent  Portfolio,
     Treasury Bill  Portfolio,  Versatile Bond  Portfolio and Aggressive  Growth
     Portfolio incurred  solicitation expenses of $27,704,  $13,256,  $3,402 and
     $3,460, respectively, during the year ended January 31, 1997.

     During the year ended  January 31, 1997,  WMM  voluntarily  agreed to waive
     portions of the advisory fee allocable to the Treasury  Bill  Portfolio and
     to the Versatile Bond Portfolio to the extent that either Portfolio's total
     advisory  fee  otherwise  would  exceed an annual rate of 5/8 of 1%, in the
     case of the  Treasury  Bill  Portfolio,  or 3/4 of 1%,  in the  case of the
     Versatile Bond Portfolio,  of the respective  Portfolio's average daily net
     assets. WMM may continue voluntarily to waive such fees, although it is not
     required to do so, and reserves  the right to revoke,  reduce or change the
     waiver prospectively upon five days written notice to the Fund.

     WMM is a limited  partnership  of which one of the general  partners is the
     President  and a director  of the Fund and the other  general  partner is a
     corporation wholly owned by the same individual.

4.   PURCHASES AND SALES OF SECURITIES
     The following is a summary of purchases and sales of securities  other than
     short-term securities for the year ended January 31, 1997:
<TABLE>
<CAPTION>
                                                   Permanent     Treasury Bill     Versatile Bond  Aggressive Growth
                                                   Portfolio       Portfolio          Portfolio         Portfolio
                                                  -----------    -------------     --------------  -----------------
      <S>                                         <C>                <C>            <C>              <C>
      Purchases................................   $ 6,153,817        None           $22,823,437      $  4,387,929
      Sales....................................     6,382,707        None            19,302,873         2,711,361
</TABLE>


5.   NET UNREALIZED APPRECIATION OF INVESTMENTS
<TABLE>
     The following is a summary of net unrealized appreciation of investments at
     January 31, 1997 for federal income tax purposes:
<CAPTION>
                                                   Permanent    Treasury Bill      Versatile Bond  Aggressive Growth
                                                   Portfolio      Portfolio          Portfolio         Portfolio
                                                  -------------  -------------     --------------  -----------------
     <S>                                          <C>              <C>              <C>               <C>
     Aggregate gross unrealized appreciation of
     investments with excess of value over tax cost:
      Investments in securities of
      unaffiliated issuers ....................   $  15,742,154    $   4,956        $   40,979        $ 4,775,229
                                                  -------------    ---------        ----------        -----------
                                                     15,742,154        4,956            40,979          4,775,229
     Aggregate gross  unrealized  depreciation
     of investments with excess of tax
     cost over value:
      Investments in securities of unaffiliated
      issuers .................................        (986,383)      (1,883)          (15,409)          (325,939)
      Investments other than securities........      (3,202,485)           -                 -                  -
                                                  -------------    ---------        ----------        -----------
                                                     (4,188,868)      (1,883)          (15,409)          (325,939)
                                                  -------------    ---------        ----------        -----------
      Net unrealized appreciation
       of investments                             $  11,553,286    $   3,073        $   25,570        $ 4,449,290
                                                  =============    =========        ==========        ===========

</TABLE>

                          Continued on following page.
<PAGE>
                   PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                January 31, 1997

6.   CAPITAL STOCK TRANSACTIONS
<TABLE>
     Transactions  in shares of each  Portfolio's  capital  stock  exclusive  of
     amounts  allocated to undistributed  net investment  income were as follows
     for the the years ended January 31, 1997 and 1996:
<CAPTION>
                                                                       Permanent Portfolio
                                      ---------------------------------------------------------------------------------
                                                      1997                                          1996
                                      ----------------------------------------    -------------------------------------
                                           Shares               Dollars                  Shares             Dollars
                                      ----------------    --------------------    -------------------  ----------------
     <S>                                   <C>               <C>                         <C>             <C>
     Shares sold......................     437,736           $  7,182,111                361,698         $  5,920,587
     Distributions reinvested.........      99,400              1,837,906                 76,064            1,415,559
                                         ---------           ------------             ----------         ------------
                                           537,136              9,020,017                437,762            7,336,146

     Shares redeemed..................    (647,681)           (10,801,933)              (698,896)         (11,391,963)
                                         ---------           ------------             ----------         ------------
     Net decrease                         (110,545)          $ (1,781,916)              (261,134)        $ (4,055,817)
                                         =========           ============             ==========         ============
</TABLE>
<TABLE>
<CAPTION>
                                                                       Treasury Bill  Portfolio
                                      ---------------------------------------------------------------------------------
                                                      1997                                          1996
                                      ----------------------------------------    -------------------------------------
                                           Shares               Dollars                  Shares             Dollars
                                      ----------------    --------------------    -------------------  ----------------
     <S>                                   <C>               <C>                       <C>               <C>
     Shares sold......................     763,237           $ 49,387,677                675,087         $ 42,837,954
     Distributions reinvested.........      61,755              4,149,954                 39,686            2,678,382
                                         ---------           ------------             ----------         ------------
                                           824,992             53,537,631                714,773           45,516,336

     Shares redeemed..................    (955,791)           (62,000,227)              (856,988)         (54,518,659)
                                         ---------           ------------             ----------         ------------
     Net decrease                         (130,799)          $ (8,462,596)              (142,215)        $ (9,002,323)
                                         =========           ============             ==========         ============
</TABLE>
<TABLE>
<CAPTION>
                                                                       Versatile Bond  Portfolio
                                      ---------------------------------------------------------------------------------
                                                      1997                                          1996
                                      ----------------------------------------   --------------------------------------
                                           Shares               Dollars                  Shares             Dollars
                                      ----------------    --------------------   -------------------  -----------------
     <S>                                   <C>              <C>                         <C>             <C>
     Shares sold......................     337,677           $ 17,383,088                226,619         $ 11,362,172
     Distributions reinvested.........      11,742                670,356                 11,536              650,964
                                         ---------           ------------             ----------         ------------
                                           349,419             18,053,444                238,155           12,013,136

     Shares redeemed..................    (330,784)           (17,047,752)              (288,848)         (14,556,424)
                                         ---------           ------------             ----------         ------------
     Net increase (decrease)                18,635           $  1,005,692                (50,693)        $ (2,543,288)
                                         =========           ============             ==========         ============
</TABLE>
<TABLE>
<CAPTION>
                                                                       Aggressive Growth Portfolio
                                      ---------------------------------------------------------------------------------
                                                      1997                                          1996
                                      ----------------------------------------    -------------------------------------
                                           Shares               Dollars                  Shares             Dollars
                                      ----------------    --------------------    -------------------  ----------------
     <S>                                   <C>              <C>                          <C>            <C>
     Shares sold......................     159,742           $  6,989,548                121,097         $  4,712,767
     Distributions reinvested.........       2,099                 98,304                  9,846              395,703
                                         ---------           ------------             ----------         ------------
                                           161,841              7,087,852                130,943            5,108,470

     Shares redeemed..................    (110,561)            (4,843,754)               (72,494)          (2,728,428)
                                         ---------           ------------             ----------         ------------
     Net increase                           51,280           $  2,244,098                 58,449         $  2,380,042
                                         =========           ============             ==========         ============
</TABLE>
                          Continued on following page.
<PAGE>

                   PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                January 31, 1997



7.   LINE OF CREDIT
     On March 3, 1990,  the Fund entered into a line of credit  agreement with a
     foreign bank whereby the  Permanent  Portfolio  may borrow up to $2,000,000
     for a period  not to exceed  twenty-one  days,  for the  purpose  of making
     settlement  for  purchases  of  investments  in the event that banks in the
     United States are not able to operate according to their normal procedures.

     Interest is charged at a base rate of 1.0% per annum above the offered rate
     for  deposits  of United  States  Dollars  on the London  Interbank  Market
     (LIBOR) for terms  substantially  similar to any  drawdown.  The  Permanent
     Portfolio is obligated to pay a commitment fee of 1/2%  ($10,000),  payable
     annually, on the entire commitment amount.

     The line is  collateralized  by United States  Treasury bills having a face
     value of not less  than 125% of the  outstanding  principal  balance  and a
     maturity  date of not more than one year.  The agreement  contains  certain
     covenants,   including  but  not  limited  to,  the   Permanent   Portfolio
     maintaining a specified net asset value of at least $60 million. During the
     year ended January 31, 1997, there were no amounts  outstanding  under this
     agreement.

8.   REGULATORY  MATTERS
     Following a routine  examination  of the Fund in 1991,  the  Securities and
     Exchange Commission (the "Commission") instituted public administrative and
     cease-and-desist proceedings on January 13, 1997, to determine the truth of
     allegations by the  Commission's  Division of Enforcement  (the "Division")
     that  WMM,  WMS  and  two  of  the  Fund's   directors  and  officers  (the
     "Respondents")  violated certain  provisions of federal  securities laws in
     fiscal years 1990 through 1992. The allegations include the following: that
     WMM  received  excessive  reimbursements  under the  Fund's  Marketing  and
     Distribution  Plan (the "Marketing Plan") during fiscal years ended January
     31, 1990 and 1991;  that during fiscal years 1990 through 1992,  the Fund's
     Board of  Directors  did not meet at the end of each  quarter to review the
     expenses  incurred  under the Marketing  Plan and that the reports  thereon
     contained insufficient detail; that from August 1990 through July 1992, the
     Fund's Board of Directors did not include the  proportion of  disinterested
     directors  as  required  by the  Act;  and in  April  1990,  the  Permanent
     Portfolio  acquired a "call option"  prohibited  by the Fund's  fundamental
     investment  policies  and managed the  investment  for the  advantage  of a
     client of an officer of the Fund.  No charges  have been made  against  the
     Fund. The  Respondents  have denied all of the  allegations of the Division
     and are contesting the proceedings. Pursuant to Maryland law and the Fund's
     bylaws,  the Fund has agreed to continue  to pay  directly on behalf of the
     Respondents, or to reimburse them, for certain expenses incurred by them in
     connection with the proceedings.  The Fund's Permanent Portfolio,  Treasury
     Bill Portfolio, Versatile Bond Portfolio and Aggressive Growth Portfolio so
     paid or  reimbursed  expenses  of  $53,511,  $43,469,  $3,046  and  $2,640,
     respectively, during the year ended January 31, 1997.

     

 <PAGE>


                   PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                            THE PERMANENT PORTFOLIO




<TABLE>


Financial highlights for the Permanent Portfolio
For each share of capital stock outstanding throughout each fiscal year:
<CAPTION>
                                               Year ended           Year ended            Year ended         Year ended
                                            January 31, 1997     January 31, 1996      January 31, 1995   January 31, 1994
                                            ----------------     ----------------      ----------------   ----------------
<S>                                            <C>                 <C>                   <C>                <C>
Net asset value, beginning of year             $   18.80           $   16.51             $  17.55           $  15.36
                                               ---------           ---------             --------           --------
  Income or loss from investment operations:
    Net investment income  ................          .52                 .50                  .64                .44
    Net realized and unrealized gains
      or losses on investments and 
      foreign currencies   ................         (.41)               2.17                (1.46)              1.99
                                               ---------           ---------             --------           --------
      Total income or loss from
        investment operations                        .11                2.67                 (.82)              2.43

  Less distributions from:
    Net investment income  ................         (.42)               (.38)                (.22)              (.24)
    Net realized gain on investments  .....         (.09)                  -                    -                  -
                                               ---------           ---------             --------           --------
      Total distributions                           (.51)               (.38)                (.22)              (.24)
                                               ---------           ---------             --------           --------

Net asset value, end of year                   $   18.40           $   18.80             $  16.51           $  17.55
                                               =========           =========             ========           ========

Total return (1)  .........................          .57              16.20%              (4.65)%             15.86%

Ratios / supplemental data:
  Net assets, end of year (in thousands)...    $  72,992           $  76,641             $ 71,610           $ 79,043
                                               =========           =========             ========           ========


  Ratio of expenses to average net assets..        1.49%               1.35%                1.32%              1.21%
  Ratio of net investment income
     to average net assets ................        2.78%               2.85%                2.63%              2.66%
  Portfolio turnover rate .................       12.29%               9.96%               31.24%             49.51%
  Average brokerage commission 
     rate paid (2) ........................    $  .05874           $      -              $     -            $     -


<FN>



(l)  Assumes  reinvestment of all dividends and distributions,  and deduction of
     all fees and expenses except the $35 one-time  account start-up fee and the
     $1.50 monthly account maintenance fee.
(2)  Average  brokerage  commission rate  paid  information was not required for
     years beginning before September 1, 1995. 
</FN>
</TABLE>


                             See accompanying notes.
<PAGE>












<TABLE>
<CAPTION>
   Year ended         Year ended         Year ended         Year ended         Year ended         Year ended
January 31, 1993   January 31, 1992   January 31, 1991   January 31, 1990   January 31, 1989   January 31, 1988
- ----------------   ----------------   ----------------   ----------------   ----------------   ----------------
   <C>                <C>               <C>                <C>                  <C>               <C>
   $   15.21          $   15.10         $   15.57          $    15.00           $    14.71        $    13.66
   ---------          ---------         ---------          ----------           ----------        ----------

         .49                .51               .64                 .57                  .46               .37


        (.05)               .51              (.63)                  -                 (.15)              .80
   ---------          ---------         ---------          ----------           ----------        ----------

         .44               1.02               .01                 .57                  .31              1.17


        (.29)              (.91)             (.48)                  -                    -                 -
           -                  -                 -                   -                 (.02)             (.12)
   ---------          ---------         ---------          ----------           ----------        ----------
        (.29)              (.91)             (.48)                  -                 (.02)             (.12)
   ---------          ---------         ---------          ----------           ----------        ----------

   $   15.36          $   15.21         $   15.10          $    15.57           $    15.00        $    14.71
   =========          =========         =========          ==========           ==========        ==========

       2.93%              7.01%              .15%               3.80%                2.11%             8.58%


   $  65,937          $  72,312         $  80,542          $   93,663           $   97,475        $   90,177
   =========          =========         =========          ==========           ==========        ==========


       1.25%              1.27%             1.36%               1.17%                1.17%             1.15%

       3.20%              3.29%             4.22%               3.80%                3.00%             2.53%
      70.77%              8.01%            31.58%              61.44%               23.87%            21.97%

   $      -           $      -          $      -           $       -            $       -          $      -


</TABLE>
<PAGE>

                   PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                          THE TREASURY BILL PORTFOLIO





<TABLE>
Financial highlights for the Treasury Bill Portfolio
For each share of capital stock outstanding throughout each fiscal period:

<CAPTION>
                                                           Year ended          Year ended         Year ended          Year ended
                                                        January 31, 1997    January 31, 1996   January 31, 1995    January 31, 1994
                                                        ----------------    ----------------   ----------------    ----------------
<S>                                                       <C>                 <C>                <C>                 <C>
Net asset value, beginning of period                      $    67.84          $    66.40         $    64.81          $    64.45
                                                          ----------          ----------         ----------          ----------
  Income from investment operations:
    Net investment income (2)  ....................             2.84                3.22               2.65                1.53
    Net realized and unrealized gains
     or losses on investments (3) .................              .01                 .06               (.39)               (.09)
                                                          ----------          ----------         ----------          ----------
      Total income from investment operations                   2.85                3.28               2.26                1.44

  Less distributions from:
    Net investment income  ........................            (3.14)              (1.84)              (.67)              (1.08)
                                                          ----------          ----------         ----------          ----------
      Total distributions                                      (3.14)              (1.84)              (.67)              (1.08)
                                                          ----------          ----------         ----------          ----------

Net asset value, end of period                            $    67.55          $    67.84         $    66.40          $    64.81
                                                          ==========          ==========         ==========          ==========

Total return (4) ...................................           4.23%               4.95%              3.49%               2.24%

Ratios / supplemental data:
  Net assets, end of period (in thousands)  ........      $  105,342          $  114,667         $  121,666          $  133,970
                                                          ==========          ==========         ==========          ==========

  Ratio of expenses to average net assets (2)  .....            .90%                .82%               .82%                .72%
  Ratio of net investment income 
    to average net assets  .........................           4.19%               4.79%              3.57%               2.46%



<FN>

* Computed on an annualized basis.

(l)  The Treasury Bill Portfolio commenced  investment  operations September 21,
     1987.

(2)  Due  to  the   waiver of  advisory  fees  and,  effective  January  1, 1991
     through January 31, 1994,  distribution  expenses, the ratio of expenses to
     average net assets was reduced by .50% for the year ended  January 31, 1997
     and .50%,  .50%,  .49%, .47%, .48%, .47%, .62%, .62% and .65% for the years
     ended January 31, 1996, 1995, 1994, 1993, 1992, 1991, 1990 and 1989 and the
     period ended January 31, 1988,  respectively.  Without this waiver, the net
     investment  income  per  share  would  have been  $2.37 for the year  ended
     January 31, 1997 and $2.78, $2.12, $1.04, $1.28, $2.85, $3.85, $3.96, $3.00
     and $1.33 for the years and the period then ended.
(3)  Per share net realized and unrealized  gains or losses on  investments  may
     not correspond with the change in aggregate  unrealized gains and losses in
     the Portfolio's  securities  because of the timing of sales and repurchases
     of the Portfolio's  shares in relation to fluctuating market values for the
     Portfolio.
(4)  Assumes  reinvestment of all dividends and distributions,  and deduction of
     all fees and expenses except the $35 one-time  account start-up fee and the
     $1.50 monthly account maintenance fee.
</FN>
</TABLE>



                             See accompanying notes.
<PAGE>









<TABLE>
<CAPTION>


     Year ended            Year ended             Year ended           Year ended           Year ended           Period ended
  January 31, 1993      January 31, 1992       January 31, 1991     January 31, 1990     January 31, 1989     January 31, 1988(1)
  ----------------      ----------------       ----------------     ----------------     ----------------     -------------------
     <C>                   <C>                    <C>                  <C>                  <C>                  <C>
     $    64.99            $    63.11             $    59.35           $   54.91            $    51.54           $    50.00
     ----------            ----------             ----------           ---------            ----------           ----------

           1.68                  3.26                   4.20                4.36                  3.38                 1.55

            .19                  (.08)                  (.01)                .08                   .02                 (.01)
     ----------            ----------             ----------           ---------            ----------           ----------
           1.87                  3.18                   4.19                4.44                  3.40                 1.54


          (2.41)                (1.30)                  (.43)                  -                  (.03)                   -
     ----------            ----------             ----------           ---------            ----------           ----------
          (2.41)                (1.30)                  (.43)                  -                  (.03)                   -
     ----------            ----------             ----------           ---------            ----------           ----------

     $    64.45            $    64.99             $    63.11           $   59.35            $    54.91           $    51.54
     ==========            ==========             ==========           =========            ==========           ==========

          2.89%                 5.05%                  7.06%               8.09%                 6.60%                4.48%*


     $  179,888            $  320,382             $  207,889           $  61,056            $   31,370           $    6,475
     ==========            ==========             ==========           =========            ==========           ==========

           .73%                  .73%                   .83%                .54%                  .54%                 .50%*
          2.97%                 4.87%                  6.74%               7.87%                 6.70%                5.32%*

</TABLE>
<PAGE>


                   PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                          THE VERSATILE BOND PORTFOLIO




<TABLE>

Financial highlights for the Versatile Bond Portfolio
For each share of capital stock outstanding throughout each fiscal period:

<CAPTION>
                                               Year ended          Year ended
                                            January 31, 1997    January 31, 1996
                                            ----------------    ----------------
<S>                                              <C>                <C>
Net asset value, beginning of period             $  56.85           $   54.90
                                                 --------           ---------

  Income from investment operations:
    Net investment income (2)  ...............       2.94                2.91
    Net realized and unrealized gains
      or losses on investments (3)  ..........       (.34)               1.05
                                                 --------           ---------
      Total income from investment operations        2.60                3.96

  Less distributions from:
    Net investment income  ...................      (2.21)              (2.01)
    Net realized gain on investments  ........          -                   -
                                                 --------           ---------
      Total distributions                           (2.21)              (2.01)
                                                 --------           ---------

Net asset value, end of period                   $  57.24           $   56.85
                                                 ========           =========

Total return (4)  ............................      4.58%               7.24%

Ratios / supplemental data:
  Net assets, end of period (in thousands)....   $ 21,345           $  20,137
                                                 ========           =========

  Ratio of expenses to average net assets (2).       .97%                .89%
  Ratio of net investment income
    to average net assets  ...................      5.16%               5.21%
  Portfolio turnover rate  ...................    102.29%              51.64%


<FN>


* Computed on an annualized basis.

(l)  The Versatile Bond Portfolio commenced  investment  operations November 12,
     1991.
(2)  Due  to  the  waiver  of  advisory  fees  and  through  January  31,  1994,
     distribution  expenses,  the ratio of  expenses  to average  net assets was
     reduced by .38% for the year ended January 31, 1997 and .37%,  .36%,  .39%,
     .41% and .43% for the years ended January 31, 1996,  1995,  1994,  1993 and
     the period ended January 31, 1992,  respectively.  Without this waiver, the
     net  investment  income per share  would have been $2.66 for the year ended
     January 31, 1997 and $2.65, $1.84, $1.57, $1.77 and $2.13 for the years and
     the period then ended.
(3)  Per share net realized and unrealized  gains or losses on  investments  may
     not correspond with the change in aggregate  unrealized gains and losses in
     the Portfolio's  securities  because of the timing of sales and repurchases
     of the Portfolio's  shares in relation to fluctuating market values for the
     Portfolio.
(4)  Assumes  reinvestment of all dividends and distributions,  and deduction of
     all fees and expenses except the $35 one-time  account start-up fee and the
     $1.50 monthly account maintenance fee.

</FN>
</TABLE>





                             See accompanying notes.
<PAGE>










<TABLE>
<CAPTION>


   Year ended          Year ended          Year ended          Period ended
January 31, 1995    January 31, 1994    January 31, 1993    January 31, 1992 (1)
- ----------------    ----------------    ----------------    --------------------
   <C>                 <C>                 <C>                 <C>
   $   54.76           $   53.63           $    50.58          $   50.00
   ---------           ---------           ----------          ---------


        2.12                1.87                 2.06               2.51

        (.63)               (.04)                1.00              (1.93)
   ---------           ---------           ----------          ---------
        1.49                1.83                 3.06                .58


       (1.33)               (.70)                (.01)                 -
        (.02)                  -                    -                  -
   ---------           ---------           ----------          ---------
       (1.35)               (.70)                (.01)                 -
   ---------           ---------           ----------          ---------

   $   54.90           $   54.76           $    53.63          $   50.58
   =========           =========           ==========          =========

       2.74%               3.42%                6.05%              3.33%*


   $  22,229           $  35,682           $   23,217          $     596
   =========           =========           ==========          =========

        .86%                .89%                 .89%              1.07%*

       3.84%               3.46%                3.86%              4.00%*
      74.62%              75.05%              224.95%            600.99%*

</TABLE>





<PAGE>

                   PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                        THE AGGRESSIVE GROWTH PORTFOLIO






<TABLE>
Financial  highlights  for the  Aggressive  Growth  Portfolio  
For each share of capital stock outstanding throughout each fiscal period:
<CAPTION>
                                                                    Year ended                Year ended               Year ended
                                                                 January 31, 1997          January 31, 1996         January 31, 1995
                                                                 ----------------          ----------------         ----------------
<S>                                                                 <C>                       <C>                      <C>
Net asset value, beginning of period                                $    40.65                 $    31.61               $   32.56
                                                                    ----------                 ----------               ---------

  Income or loss from investment operations:
    Net investment income (loss)  ............................             .26                       (.02)                   (.01)
   Net realized and unrealized gains
    or losses on investments  ................................            7.05                      10.68                    (.89)
                                                                    ----------                 ----------               ---------
      Total income or loss from investment operations                     7.31                      10.66                    (.90)
 
  Less distributions from:
    Net investment income  ...................................            (.25)                     (.11)                    (.03)
    Net realized gain on investments  ........................            (.05)                    (1.51)                    (.02)
                                                                    ----------                ----------                ---------
      Total distributions                                                 (.30)                    (1.62)                    (.05)
                                                                    ----------                ----------                ---------

Net asset value, end of period                                      $    47.66                $    40.65                $   31.61
                                                                    ==========                ==========                =========

Total return (2)  .............................................         18.00%                    33.78%                  (2.75)%

Ratios / supplemental data:
 Net assets, end of period (in thousands)  ....................     $   15,417                $   11,067                $   6,758
                                                                    ==========                ==========                =========

 Ratio of expenses to average net assets ......................          1.33%                     1.19%                    1.23%
 Ratio of net investment income (loss) to average net assets...           .59%                    (.06)%                   (.04)%
 Portfolio turnover rate ......................................         21.32%                    18.94%                   26.29%
 Average brokerage commission rate paid (3) ...................     $   0.0588                $       -                 $      -

<FN>

* Computed on an annualized basis.

(l)  The Aggressive  Growth Portfolio  commenced  investment  operations May 16,
     1990.
(2)  Assumes  reinvestment of all dividends and distributions,  and deduction of
     all fees and expenses except the $35 one-time  account start-up fee and the
     $1.50 monthly account maintenance fee.
(3)  Average  brokerage  commission rate  paid  information was not required for
     years beginning before September 1, 1995. 
</FN>
</TABLE>
                             See accompanying notes.

<PAGE>











<TABLE>
<CAPTION>
     Year ended                      Year ended                     Year ended                      Period ended
  January 31, 1994                January 31, 1993               January 31, 1992                January 31, 1991(1)
  ----------------                ----------------               ----------------                -------------------
     <C>                             <C>                            <C>                               <C>
     $   26.63                       $   22.77                      $    18.35                        $   20.00
     ---------                       ---------                      ----------                        ---------


           .01                             .02                             .06                              .13

          6.41                            4.44                            4.38                            (1.78)
     ---------                       ---------                      ----------                        ---------
          6.42                            4.46                            4.44                            (1.65)


          (.02)                           (.13)                           (.02)                               -
          (.47)                           (.47)                              -                                -
     ---------                       ---------                      ----------                        ---------
          (.49)                           (.60)                           (.02)                               -
     ---------                       ---------                      ----------                        ---------

     $   32.56                       $   26.63                      $    22.77                        $   18.35
     =========                       =========                      ==========                        =========

        24.25%                          19.77%                          24.21%                          (8.25)%*


     $   7,201                       $   3,596                      $    2,577                        $   1,151
     =========                       =========                      ==========                        =========

         1.20%                           1.12%                           1.18%                            1.07%*
          .02%                            .12%                            .23%                             .64%*
        29.83%                          25.62%                          53.18%                           36.88%*
     $      -                        $      -                       $       -                         $       - 

</TABLE>

<PAGE>

                   PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.


                            Permanent Portfolio (PP)


                  (Graph ommitted, see description on page 35)






                         Versatile Bond Portfolio (VBP)


                  (Graph ommitted, see description on page 35)






                       Aggressive Growth Portfolio (AGP)


                  (Graph ommitted, see description on page 35)










                 See following page for explanation of graphs.
<PAGE>

                   PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.






The  graphs  on the  preceding  page  compare  the  initial  account  value  and
subsequent  account values at the end of each of the most recently completed ten
fiscal years of the Permanent  Portfolio and each of the most recently completed
fiscal years since the commencement of investment  operations for the Aggressive
Growth Portfolio and the Versatile Bond Portfolio, assuming a $10,000 investment
in the Portfolio at the beginning of the first fiscal year and  reinvestment  of
all dividends and  distributions,  to a $10,000 investment over the same periods
in the  following  broad-based  securities  market  indexes:  for the  Permanent
Portfolio,  3-month Treasury bills from the weekly releases of Selected Interest
Rates from the Federal Reserve; for the Versatile Bond Portfolio,  180-day rates
on  certificates  of deposit from the Dow Jones News Retrieval  Service; for the
Aggressive  Growth  Portfolio,  the Dow Jones  Industrial  Average,  which is an
average of the stock prices of 30 large  companies  and  represents an unmanaged
portfolio.  The tables below show each Portfolio's  average annual total returns
for  the  periods  indicated,   assuming   reinvestment  of  all  dividends  and
distributions  and  deduction of all fees and  expenses  except the $35 one-time
account start-up fee. Past performance is not predictive of future performance.


<TABLE>
<CAPTION>
     Permanent Portfolio(1)                     Versatile Bond Portfolio(2)                  Aggressive Growth Portfolio(3)
     ----------------------                     ---------------------------                  ------------------------------
<C>                                           <C>                                          <C>
 1 year ended 1/31/97            0.51%        1 year ended 1/31/97            4.52%        1 year ended 1/31/97           17.93%
 5 years ended 1/31/97           5.78%        5 years ended 1/31/97           4.73%        5 years ended 1/31/97          17.89%
10 years ended 1/31/97           4.96%        5 years, 127 days ended 1/31/97 4.63%        7 years, 29 days ended 1/31/97 14.38%
14 years, 62 days ended 1/31/97  4.88%
- ---------------------

</TABLE>

(1) The Permanent Portfolio commenced operations on December 1, 1982.
(2) The Versatile Bond Portfolio commenced operations on September 27, 1991.
(3) The Aggressive Growth Portfolio commenced operations on January 2, 1990.
(4) The Treasury Bill Portfolio is not included in the data above because it is
    a money market portfolio.

<PAGE>

                   PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.







     Management's Discussion and Analysis

     Permanent Portfolio
     The Permanent Portfolio's  investment objective is to preserve and increase
     the  purchasing  power of its  shares  over the long  term.  The  Portfolio
     invests fixed target percentages of its net assets in gold,  silver,  Swiss
     franc  assets,  stocks  of real  estate  and  natural  resource  companies,
     aggressive growth stocks,  and dollar assets such as United States Treasury
     securities.  The  strong  performance  of the U.S.  stock and bond  markets
     throughout 1996 were  approximately  offset by the weak  performance in the
     gold and silver markets,  as well as the relative  performance of the Swiss
     franc.  Accordingly,  the Portfolio achieved a total return of .57% for the
     year ended  January 31,  1997,  as compared to an  inflation  rate of 3.04%
     during the year then ended.

     Treasury Bill Portfolio
     The  Treasury  Bill  Portfolio's  investment  objective is to achieve  high
     current  income,  consistent  with safety and  liquidity of  principal.  It
     invests in short-term  United  States  Treasury  securities.  The Portfolio
     achieved a total  return of 4.23% and  maintained  an average  maturity  of
     between 60 and 90 days  throughout  the year ended  January 31, 1997.  This
     return was consistent  with other money market funds that invest  primarily
     in short-term United States Treasury securities.

     Versatile Bond Portfolio
     The  Versatile  Bond  Portfolio's  investment  objective is to achieve high
     current  income  while  limiting  risk  to  principal.   It  invests  in  a
     diversified  portfolio of short-term corporate bonds rated "A" or higher by
     Standard & Poor's.  The  Portfolio  achieved a total  return of 4.58% while
     maintaining an average  maturity of between 300 and 500 days throughout the
     year ended January 31, 1997.  This return was consistent  with other mutual
     funds that invest primarily in corporate bonds of similar safety, liquidity
     and maturity.

     Aggressive Growth Portfolio
     The Aggressive Growth Portfolio's  investment  objective is to achieve high
     long-term appreciation.  It is fully invested at all times in a diversified
     portfolio of domestic  stocks and stock  warrants  selected for high profit
     potential.  The  Portfolio  achieved a total  return of 18.00% for the year
     ended January 31, 1997, as compared to 28.93% for the Dow Jones  Industrial
     Average and 27.35% for the Standard and Poor's 500 Stock Index for the year
     then ended.


<PAGE>
                    PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                          

                                   

<TABLE>
Special Meeting of Shareholders
On August 22, 1996, a special  meeting of  shareholders  in the Fund was held to
vote on the following proposals:
(i).  To elect six directors.
(ii). To approve a new Investment Advisory Contract (the "New Contract") between
the  Fund and WMM that is  identical  to the  current  Contract  except  for the
elimination  of the provision  whereby WMM is obligated to pay fees and expenses
of the Fund's officers and of the Fund's directors who are also officers.
A summary of the voting results is as follows:


<CAPTION>
                                             Permanent        Treasury Bill      Versatile Bond     Aggressive Growth
                                             Portfolio          Portfolio          Portfolio            Portfolio
                                          --------------    -----------------  ------------------  -------------------
<S>                                       <C>                 <C>                 <C>                  <C>
Proposal (i) Election of directors:
David P. Bergland
  Affirmative                             1,997,666.382       923,028,437         173,261.784          155,428.549
  Withhold                                   55,350.228        13,399,227           4,814.191            8,255.074
Hugh A. Butler
  Affirmative                             1,998,816.083       923,065.678         173,322.062          155,514.905
  Withhold                                   54,200.527        13,361.986           4,753.913            8,168.718
Terry Coxon
  Affirmative                             2,004,282.116       924,272.479         173,322.062          155,537.117
  Withhold                                   48,734.494        12,155.185           4,753.913            8,146.506
Robert B. Martin, Jr.
  Affirmative                             1,997,540.282       923,190.984         173,261.784          155,428.549
  Withhold                                   55,476.328        13,236.680           4,814.191            8,255.074
Alan M. Sergy
  Affirmative                             2,004,850.661       923,228.225         173,322.062          155,621.381
  Withhold                                   48,165.949        13,199.439           4,753.913            8,062.242
Mark Tier
  Affirmative                             2,003,192.361       921,902.803         173,322.062          155,668.643
  Withhold                                   49,824.249        14,524.861           4,753.913            8,014.980
Proposal (ii) Approval of new Contract:
  Affirmative                             1,898,886.054       849,901.034         167,578.959          150,882.713
  Against                                    91,515.179        59,521.980           8,180.685            9,626.188
  Abstain                                    62,615.377        27,004.650           2,316.331            3,174.722

</TABLE>

Each of the proposals  received the required majority of votes in each portfolio
and were adopted. The New Contract became effective immediately upon approval of
the  shareholders  of the Fund.  There were no broker  non-votes  submitted with
respect to either proposal,  and no other proposals were voted on at the special
meeting.






<PAGE>








           INVESTMENT ADVISER                                    The
             World Money Managers                             PERMANENT
             Terry Coxon, General Partner                     PORTFOLIO
             625 Second Street                             Family of Funds
             Petaluma, California 94952

           CONSULTANTS TO THE FUND
             Harry Browne
             Douglas Casey

           TRANSFER AGENT
             Chase Global Funds Services Company
             P.O. Box 2798
             Boston, Massachusetts 02208
             (for overnight delivery services,
             73 Tremont Street
             Boston, Massachusetts 02108)
             1-800-341-8900
             In Mass. 1-617-557-8000

           CUSTODIAN
             State Street Bank and Trust Company
             Boston, Massachusetts 02105

           INDEPENDENT AUDITORS
             KPMG Peat Marwick LLP
             Three Embarcadero Center
             San Francisco, California  94111





         INVESTOR'S INFORMATION OFFICE
                 P.O. BOX 5847
               Austin, Texas 78763                          ANNUAL REPORT
            1-800-531-5142 Nationwide                     January 31, 1997
              Local 1-512-453-7558




    
<PAGE>



































                                   Appendix A
<PAGE>

<TABLE>
                                    Table 1
<CAPTION>
    Date   T-Bonds     T-Bonds         T-Bonds     Agency      Agency          Agency       STHG        STHG            STHG
           Coupon-      Annual        Old Bond      Bonds       Bonds       Bonds Old      Bonds       Bonds           Bonds
        Equivalent       Yield           Price    Coupon-      Annual            Bond     Coupon      Annual        Old Bond
             Yield                             Equivalent       Yield           Price Equivalent       Yield           Price
                                                    Yield                                  Yield
- -------- ---------    --------       --------- ----------    --------       --------- ----------     -------        --------
<S>         <C>         <C>           <C>          <C>         <C>           <C>          <C>         <C>           <C>     
12/31/81    13.64%      14.10%                     13.61%      14.08%                     14.66%      15.19%
1/29/82     13.85%      14.33%         98.4880     14.37%      14.88%         95.0990     15.09%      15.66%         99.4396
2/26/82     13.81%      14.29%        100.2797     14.60%      15.13%         98.4963     15.20%      15.78%         99.8510
3/31/82     13.68%      14.14%        100.9752     14.69%      15.23%         99.3908     15.20%      15.77%        100.0096
4/30/82     13.37%      13.82%        102.2408     13.48%      13.94%        108.3184     14.76%      15.30%        100.5740
5/31/82     13.39%      13.84%         99.8484     13.37%      13.82%        100.7780     14.60%      15.14%        100.1973
6/30/82     13.88%      14.37%         96.5140     14.39%      14.91%         93.3540     15.35%      15.93%         99.0381
7/30/82     13.41%      13.85%        103.4913     13.89%      14.37%        103.3698     14.30%      14.81%        101.3696
8/31/82     12.50%      12.89%        107.0762     12.51%      12.90%        110.0373     12.73%      13.14%        102.0771
9/30/82     11.77%      12.11%        105.9954     11.80%      12.15%        105.4201     12.22%      12.59%        100.6905
10/29/82    10.97%      11.27%        106.9895     11.21%      11.52%        104.6753     10.76%      11.05%        101.9729
11/30/82    10.68%      10.97%        102.5749     11.20%      11.51%        100.0928     10.84%      11.13%         99.8929
12/31/82    10.43%      10.70%        102.3220     11.10%      11.41%        100.7527     10.38%      10.65%        100.6250
1/31/83     10.95%      11.25%         95.3908     11.42%      11.74%         97.5566     10.23%      10.49%        100.2029
2/28/83     10.49%      10.76%        104.2259     11.06%      11.36%        102.8495     10.17%      10.43%        100.0788
3/31/83     10.67%      10.96%         98.3493     11.12%      11.43%         99.5297     10.04%      10.29%        100.1774
4/29/83     10.37%      10.64%        102.7433     10.86%      11.15%        102.0921      9.66%       9.89%        100.5152
5/31/83     10.97%      11.27%         94.8001     11.33%      11.65%         96.3363     10.26%      10.52%         99.1908
6/30/83     10.99%      11.29%         99.8492     11.39%      11.72%         99.4776     10.77%      11.06%         99.3120
7/29/83     11.75%      12.09%         93.7194     12.19%      12.56%         94.0534     11.21%      11.52%         99.4024
8/31/83     11.95%      12.31%         98.3781     12.20%      12.58%         99.9142     11.59%      11.93%         99.4848
9/30/83     11.43%      11.76%        104.3780     11.69%      12.03%        103.9724     10.92%      11.21%        100.9148
10/31/83    11.79%      12.13%         97.0760     12.01%      12.37%         97.5662     10.98%      11.28%         99.9196
11/30/83    11.65%      11.99%        101.1087     11.84%      12.19%        101.2965     10.77%      11.06%        100.2728
12/30/83    11.85%      12.21%         98.3463     11.99%      12.35%         98.8889     11.32%      11.64%         99.2658
1/31/84     11.76%      12.10%        100.7857     11.84%      12.19%        101.1384     10.70%      10.99%        100.8339
2/29/84     12.15%      12.52%         96.8634     12.24%      12.61%         97.0354     11.09%      11.40%         99.4789
3/30/84     12.53%      12.92%         97.0755     12.64%      13.04%         97.1046     11.64%      11.98%         99.2647
4/30/84     12.84%      13.26%         97.6020     13.00%      13.43%         97.4215     11.97%      12.33%         99.5518
5/31/84     13.81%      14.29%         93.0929     13.97%      14.46%         93.5236     12.96%      13.38%         98.6979
6/29/84     13.63%      14.09%        101.3549     13.98%      14.46%         99.9834     13.16%      13.60%         99.7267
7/31/84     12.77%      13.18%        106.5547     13.04%      13.46%        106.6224     12.98%      13.41%        100.2376
8/31/84     12.51%      12.90%        102.0447     12.89%      13.31%        101.0210     12.90%      13.32%        100.1058
9/28/84     12.26%      12.63%        101.9579     12.43%      12.81%        103.4260     12.26%      12.63%        100.8628
10/31/84    11.62%      11.96%        105.2964     11.87%      12.22%        104.2178     11.56%      11.89%        100.9405
11/30/84    11.59%      11.92%        100.2902     11.65%      11.99%        101.6987     11.09%      11.40%        100.6227
12/31/84    11.50%      11.83%        100.7599     11.53%      11.87%        100.8873     10.50%      10.78%        100.7994
1/31/85     11.20%      11.51%        102.5863     11.24%      11.56%        102.3311     10.38%      10.65%        100.1681
2/28/85     11.89%      12.24%         94.3802     11.89%      12.25%         95.0383     10.67%      10.96%         99.6067
3/29/85     11.63%      11.97%        102.1173     11.82%      12.17%        100.5681     10.86%      11.15%         99.7473
4/30/85     11.48%      11.81%        101.2648     12.29%      12.67%         96.5398     10.65%      10.93%        100.2861
5/31/85     10.59%      10.87%        108.0550     11.42%      11.74%        106.8012     10.24%      10.50%        100.5538
6/28/85     10.46%      10.74%        101.1247     11.24%      11.55%        101.4337     10.02%      10.28%        100.2921
7/31/85     10.72%      11.00%         97.7501     11.51%      11.84%         97.8951     10.19%      10.44%         99.7822
8/30/85     10.48%      10.75%        102.1446     11.48%      11.81%        100.1996      9.86%      10.10%        100.4463
9/30/85     10.56%      10.84%         99.2741     11.62%      11.96%         98.9386      9.79%      10.03%        100.0866
10/31/85    10.28%      10.54%        102.5901     11.36%      11.69%        101.9905      9.74%       9.97%        100.0807
11/29/85     9.84%      10.08%        104.2683     10.90%      11.19%        103.7825      9.33%       9.55%        100.5534
12/31/85     9.26%       9.48%        105.7483      9.63%       9.86%        111.1317      9.02%       9.22%        100.4332
1/31/86      9.33%       9.54%         99.3855      9.68%       9.91%         99.5882      8.89%       9.08%        100.1794
2/28/86      8.27%       8.45%        111.5960      8.75%       8.94%        108.6822      8.66%       8.85%        100.3061
3/31/86      7.43%       7.57%        110.1238      7.81%       7.96%        109.4679      8.21%       8.38%        100.6274
4/30/86      7.46%       7.60%         99.6471      8.06%       8.23%         97.4738      7.99%       8.15%        100.3118
5/30/86      7.72%       7.87%         96.9063      8.58%       8.77%         95.0826      8.25%       8.42%         99.6332
6/30/86      7.24%       7.37%        105.9007      8.27%       8.44%        103.0222      7.86%       8.01%        100.5440
7/31/86      7.46%       7.60%         97.3771      8.59%       8.77%         97.0072      7.61%       7.76%        100.3422
8/29/86      7.21%       7.33%        103.1002      8.36%       8.53%        102.1940      7.76%       7.91%         99.7968
9/30/86      7.59%       7.73%         95.4710      8.77%       8.96%         96.1563      7.34%       7.48%        100.5810
10/31/86     7.61%       7.76%         99.7293      8.67%       8.86%        100.9432      7.10%       7.22%        100.3451
</TABLE>

                                   Appendix A
                                     Page 1
<PAGE>
<TABLE>
                                    Table 1
<CAPTION>
    Date   T-Bonds     T-Bonds         T-Bonds     Agency      Agency          Agency       STHG        STHG            STHG
           Coupon-      Annual        Old Bond      Bonds       Bonds       Bonds Old      Bonds       Bonds           Bonds
        Equivalent       Yield           Price    Coupon-      Annual            Bond     Coupon      Annual        Old Bond
             Yield                             Equivalent       Yield           Price Equivalent       Yield           Price
                                                    Yield                                  Yield
- -------- ---------    --------       --------- ----------    --------       --------- ----------     -------        --------
<S>         <C>         <C>           <C>          <C>         <C>           <C>          <C>         <C>           <C>     
11/28/86     7.40%       7.54%        102.5474      8.50%       8.68%        101.6236      7.05%       7.18%        100.0640
12/31/86     7.49%       7.63%         98.9564      8.37%       8.55%        101.2506      7.25%       7.38%         99.7179
1/30/87      7.48%       7.62%        100.0666      8.29%       8.46%        100.7817      7.10%       7.22%        100.2192
2/27/87      7.47%       7.61%        100.1255      8.27%       8.44%        100.2150      7.16%       7.29%         99.9138
3/31/87      7.81%       7.96%         96.1198      8.44%       8.62%         98.3230      7.46%       7.60%         99.5808
4/30/87      8.45%       8.63%         93.0407      9.14%       9.35%         93.6439      8.31%       8.48%         98.8205
5/29/87      8.64%       8.82%         98.0043      9.38%       9.60%         97.8745      8.57%       8.76%         99.6397
6/30/87      8.50%       8.68%        101.4665      9.25%       9.47%        101.1218      8.27%       8.44%        100.4202
7/31/87      8.89%       9.09%         95.9076      9.65%       9.88%         96.5486      8.35%       8.52%         99.8924
8/31/87      9.17%       9.38%         97.2095      9.87%      10.12%         98.0309      8.64%       8.82%         99.6018
9/30/87      9.77%      10.01%         94.2310     10.47%      10.74%         95.0500      9.29%       9.51%         99.1007
10/30/87     9.02%       9.22%        107.7465      9.65%       9.88%        107.2135      8.76%       8.95%        100.7365
11/30/87     9.11%       9.31%         99.0803      9.84%      10.09%         98.3064      8.76%       8.95%         99.9961
12/31/87     8.95%       9.15%        101.6556      9.64%       9.87%        101.8342      8.66%       8.84%        100.1438
1/29/88      8.41%       8.59%        105.7953      9.06%       9.27%        105.2480      8.09%       8.26%        100.7819
2/29/88      8.35%       8.52%        100.7396      8.97%       9.17%        100.8806      7.99%       8.15%        100.1400
3/31/88      8.78%       8.98%         95.3907      9.47%       9.69%         95.5634      8.19%       8.36%         99.7251
4/29/88      9.09%       9.30%         96.8608      9.78%      10.02%         97.2816      8.61%       8.79%         99.4244
5/31/88      9.29%       9.51%         97.9725     10.05%      10.30%         97.6750      8.91%       9.11%         99.5865
6/30/88      8.85%       9.05%        104.5799      9.57%       9.80%        104.2071      8.74%       8.93%        100.2293
7/29/88      9.22%       9.43%         96.2813     10.26%      10.52%         94.2503      9.02%       9.22%         99.6206
8/31/88      9.32%       9.54%         99.0211     10.25%      10.52%        100.0156      9.38%       9.60%         99.4998
9/30/88      8.98%       9.18%        103.4977      9.83%      10.07%        103.6568      9.08%       9.28%        100.4210
10/31/88     8.73%       8.92%        102.6830      9.46%       9.68%        103.3470      8.91%       9.11%        100.2296
11/30/88     9.06%       9.27%         96.5498      9.82%      10.06%         96.8502      9.41%       9.63%         99.3101
12/30/88     8.99%       9.19%        100.7340      9.69%       9.93%        101.1028      9.79%      10.03%         99.4848
1/31/89      8.83%       9.03%        101.6630      9.49%       9.72%        101.8023      9.71%       9.94%        100.1133
2/28/89      9.13%       9.34%         96.9254      9.65%       9.88%         98.6210     10.09%      10.34%         99.4842
3/31/89      9.10%       9.30%        100.3944      9.64%       9.88%        100.0236     10.48%      10.76%         99.4598
4/28/89      8.92%       9.12%        101.7912      9.41%       9.63%        102.1189     10.07%      10.33%        100.5587
5/31/89      8.60%       8.79%        103.4278      9.12%       9.33%        102.5890      9.63%       9.87%        100.6021
6/30/89      8.05%       8.21%        106.2381      8.58%       8.77%        105.1340      9.04%       9.25%        100.8134
7/31/89      7.92%       8.07%        101.5115      8.43%       8.60%        101.4964      8.67%       8.86%        100.5090
8/31/89      8.21%       8.38%         96.7600      8.58%       8.77%         98.5091      9.32%       9.54%         99.1127
9/29/89      8.24%       8.41%         99.6298      8.68%       8.86%         99.1350      9.35%       9.57%         99.9593
10/31/89     7.91%       8.07%        103.7378      8.33%       8.50%        103.3720      8.87%       9.06%        100.6658
11/30/89     7.90%       8.05%        100.2165      8.31%       8.48%        100.1388      8.71%       8.90%        100.2092
12/29/89     7.99%       8.15%         98.9240      8.44%       8.62%         98.7531      8.86%       9.05%         99.8015
1/31/90      8.46%       8.64%         94.9131      8.97%       9.17%         95.1120      9.19%       9.40%         99.5427
2/28/90      8.54%       8.72%         99.1404      9.03%       9.23%         99.5131      9.32%       9.53%         99.8288
3/30/90      8.64%       8.83%         98.9426      9.07%       9.27%         99.6378      9.39%       9.61%         99.8987
4/30/90      9.02%       9.22%         96.1069      9.47%       9.70%         96.3599      9.65%       9.88%         99.6501
5/31/90      8.58%       8.76%        104.6835      9.05%       9.26%        103.8650      9.21%       9.42%        100.5974
6/29/90      8.40%       8.57%        101.9818      8.86%       9.05%        101.8196      8.96%       9.16%        100.3442
7/31/90      8.42%       8.59%         99.7955      8.86%       9.05%        100.0147      8.70%       8.89%        100.3599
8/31/90      8.98%       9.18%         94.1903      9.87%      10.11%         91.2071      8.76%       8.95%         99.9143
9/28/90      8.94%       9.14%        100.3600      9.85%      10.09%        100.1822      8.92%       9.12%         99.7824
10/31/90     8.78%       8.97%        101.7241      9.77%      10.01%        100.7231      8.84%       9.03%        100.1155
11/30/90     8.40%       8.58%        104.1445      9.49%       9.72%        102.4382      8.68%       8.87%        100.2145
12/31/90     8.24%       8.41%        101.8195      9.47%       9.69%        100.2070      8.46%       8.64%        100.3038
1/31/91      8.20%       8.36%        100.4431      9.31%       9.52%        101.4593      8.44%       8.62%        100.0225
2/28/91      8.19%       8.36%        100.0369      9.23%       9.44%        100.7443      8.27%       8.45%        100.2347
3/29/91      8.24%       8.41%         99.4909      9.26%       9.48%         99.6669      8.11%       8.27%        100.2307
4/30/91      8.18%       8.35%        100.6179      9.24%       9.45%        100.2092      7.88%       8.03%        100.3202
5/31/91      8.26%       8.43%         99.1458      9.25%       9.46%         99.9189      7.70%       7.85%        100.2496
6/28/91      8.42%       8.60%         98.2656      9.35%       9.57%         99.1059      7.88%       8.04%         99.7466
7/31/91      8.36%       8.53%        100.6541      9.25%       9.46%        100.8802      7.72%       7.87%        100.2188
8/30/91      8.06%       8.22%        103.3743      8.98%       9.18%        102.4878      7.35%       7.49%        100.5208
9/30/91      7.81%       7.96%        102.8796      8.81%       9.00%        101.5856      7.03%       7.15%        100.4481
</TABLE>

                                   Appendix A
                                     Page 2
<PAGE>
<TABLE>

                                    Table 1
<CAPTION>
    Date   T-Bonds     T-Bonds         T-Bonds     Agency      Agency          Agency       STHG        STHG            STHG
           Coupon-      Annual        Old Bond      Bonds       Bonds       Bonds Old      Bonds       Bonds           Bonds
        Equivalent       Yield           Price    Coupon-      Annual            Bond     Coupon      Annual        Old Bond
             Yield                             Equivalent       Yield           Price Equivalent       Yield           Price
                                                    Yield                                  Yield
- -------- ---------    --------       --------- ----------    --------       --------- ----------     -------        --------
<S>         <C>         <C>           <C>          <C>         <C>           <C>          <C>         <C>           <C>     
10/31/91     7.90%       8.06%         98.9722      8.94%       9.14%         98.7988      6.67%       6.78%        100.5031
11/29/91     7.95%       8.11%         99.4317      8.79%       8.98%        101.4011      6.48%       6.58%        100.2717
12/31/91     7.40%       7.54%        106.5922      8.30%       8.47%        104.7428      5.98%       6.07%        100.7101
1/31/92      7.76%       7.91%         95.8335      8.50%       8.68%         98.0923      6.07%       6.16%         99.8742
2/28/92      7.83%       7.98%         99.1953      8.73%       8.92%         97.8424      6.09%       6.18%         99.9675
3/31/92      7.97%       8.13%         98.4118      8.78%       8.97%         99.4738      6.36%       6.46%         99.6195
4/30/92      8.05%       8.21%         99.0993      8.88%       9.08%         98.9570      5.95%       6.04%        100.5730
5/31/92      7.84%       7.99%        102.4119      8.58%       8.76%        103.2153      5.70%       5.79%        100.3546
6/30/92      7.79%       7.94%        100.5770      8.55%       8.73%        100.3224      5.41%       5.48%        100.4182
7/31/92      7.46%       7.60%        103.9321      8.39%       8.57%        101.7450      5.00%       5.06%        100.5898
8/31/92      7.42%       7.56%        100.4785      8.33%       8.50%        100.6580      4.76%       4.81%        100.3421
9/30/92      7.37%       7.51%        100.6011      8.23%       8.40%        101.1070      4.41%       4.46%        100.5012
10/31/92     7.63%       7.78%         96.9528      8.45%       8.63%         97.6138      5.03%       5.09%         99.1135
11/30/92     7.60%       7.74%        100.3526      8.59%       8.77%         98.5009      5.48%       5.56%         99.3561
12/31/92     7.39%       7.53%        102.5195      9.06%       9.27%         95.1759      5.25%       5.32%        100.3362
1/31/93      7.22%       7.35%        102.0741      8.81%       9.00%        102.6240      4.83%       4.89%        100.5950
2/28/93      6.89%       7.01%        104.1619      8.52%       8.70%        103.1252      4.54%       4.59%        100.4174
3/31/93      6.82%       6.94%        100.8891      8.54%       8.72%         99.7849      4.46%       4.51%        100.1134
4/30/93      6.92%       7.04%         98.7426      8.53%       8.71%        100.1077      4.35%       4.40%        100.1610
5/31/93      6.81%       6.93%        101.3986      8.54%       8.72%         99.8924      4.69%       4.74%         99.5130
6/30/93      6.63%       6.74%        102.3313      8.22%       8.39%        103.5456      4.48%       4.53%        100.3014
7/31/93      6.32%       6.42%        104.1465      8.10%       8.26%        101.3447      4.50%       4.55%         99.9727
8/31/93      6.00%       6.09%        104.4281      7.73%       7.88%        104.2947      4.33%       4.38%        100.2415
9/30/93      5.94%       6.03%        100.8356      7.66%       7.81%        100.8180      4.32%       4.36%        100.0201
10/31/93     6.21%       6.31%         96.3464      7.65%       7.80%        100.1170      4.43%       4.47%         99.8435
11/30/93     6.25%       6.35%         99.4610      8.04%       8.20%         95.6051      4.58%       4.63%         99.7835
12/31/93     6.22%       6.32%        100.4055      8.08%       8.24%         99.5509      4.53%       4.58%        100.0674
1/31/94      6.29%       6.39%         99.0607      7.88%       8.04%        102.2883      4.36%       4.40%        100.2500
2/28/94      6.68%       6.79%         95.0183      8.36%       8.53%         94.7610      4.87%       4.93%         99.2679
3/31/94      7.09%       7.22%         94.8720      8.83%       9.03%         95.0640      5.36%       5.43%         99.2984
4/29/94      7.32%       7.45%         97.2481      9.07%       9.27%         97.5673      5.88%       5.97%         99.2595
5/31/94      7.43%       7.57%         98.6520      9.21%       9.43%         98.5151      6.19%       6.28%         99.5694
6/30/94      7.62%       7.77%         97.7783      9.43%       9.65%         97.8855      6.36%       6.46%         99.7618
7/29/94      7.38%       7.52%        102.8789      9.08%       9.29%        103.5570      6.22%       6.32%        100.1891
8/31/94      7.45%       7.59%         99.1979      9.22%       9.44%         98.5361      6.34%       6.44%         99.8351
9/30/94      7.82%       7.97%         95.7421      8.21%       8.38%        111.2693      6.76%       6.88%         99.4047
10/31/94     7.96%       8.12%         98.3455      8.34%       8.51%         98.5664      6.99%       7.11%         99.6834
11/30/94     8.00%       8.16%         99.6039      8.34%       8.51%        100.0062      7.69%       7.84%         99.0217
12/30/94     7.89%       8.04%        101.2846      8.20%       8.37%        101.5408      8.02%       8.18%         99.5408
1/31/95      7.71%       7.86%        102.0481      8.06%       8.22%        101.6144      7.59%       7.74%        100.6031
2/28/95      7.46%       7.60%        102.9698      7.85%       8.00%        102.3596      7.09%       7.22%        100.6984
3/31/95      7.43%       7.57%        100.3791      7.80%       7.95%        100.5897      7.11%       7.24%         99.9706
4/28/95      7.34%       7.47%        101.1114      7.70%       7.85%        101.1540      6.91%       7.03%        100.2888
5/31/95      6.66%       6.77%        108.7546      7.02%       7.14%        108.5221      6.26%       6.35%        100.9185
6/30/95      6.58%       6.69%        101.0415      6.95%       7.07%        100.7904      6.21%       6.30%        100.0678
7/31/95      6.80%       6.92%         97.1999      7.17%       7.30%         97.2813      6.19%       6.29%        100.0254
8/31/95      6.50%       6.61%        103.9380      7.04%       7.16%        101.7039      6.14%       6.23%        100.0777
9/29/95      6.53%       6.64%         99.6074      6.96%       7.08%        100.9299      6.18%       6.27%         99.9393
10/31/95     6.32%       6.42%        102.8090      6.72%       6.83%        103.1387      5.99%       6.08%        100.2702
11/30/95     6.11%       6.20%        102.8720      6.50%       6.60%        102.8946      5.76%       5.84%        100.3289
12/29/95     5.92%       6.01%        102.6519      6.39%       6.49%        101.4632      5.54%       5.62%        100.2997
1/31/96      5.95%       6.04%         99.5826      6.35%       6.45%        100.4925      5.27%       5.34%        100.3845

</TABLE>

                                   Appendix A
                                     Page 3


<PAGE>
<TABLE>
                                    Table 1
<CAPTION>
   
    Date   T-Bonds     T-Bonds         T-Bonds     Agency      Agency          Agency       STHG        STHG            STHG
           Coupon-      Annual        Old Bond      Bonds       Bonds       Bonds Old      Bonds       Bonds           Bonds
        Equivalent       Yield           Price    Coupon-      Annual            Bond     Coupon      Annual        Old Bond
             Yield                             Equivalent       Yield           Price Equivalent       Yield           Price
                                                    Yield                                  Yield
- -------- ---------    --------       --------- ----------    --------       --------- ----------     -------        --------
<S>         <C>         <C>           <C>          <C>         <C>           <C>          <C>         <C>           <C>     
2/29/96      6.47%       6.57%         93.1527      6.84%       6.95%         93.8454      5.71%       5.79%         99.3873
3/31/96      6.73%       6.84%         96.6670      7.04%       7.16%         97.4797      6.00%       6.09%         99.5884
4/30/96      6.97%       7.09%         96.9976      7.22%       7.35%         97.7441      6.24%       6.34%         99.6585
5/31/96      7.00%       7.12%         99.6258      7.35%       7.48%         98.5159      6.38%       6.48%         99.8069
6/30/96      6.90%       7.02%        101.2599      7.26%       7.39%        101.1073      6.28%       6.38%        100.1340
7/31/96      6.98%       7.10%         99.0002      7.34%       7.48%         98.9449      6.40%       6.50%         99.8366
8/31/96      7.13%       7.26%         98.1534      7.50%       7.64%         98.1949      6.47%       6.58%         99.8944
9/30/96      6.93%       7.05%        102.5122      7.28%       7.41%        102.6287      6.27%       6.36%        100.2920
10/31/96     6.66%       6.77%        103.4861      7.04%       7.17%        102.9418      5.91%       6.00%        100.4968
11/30/96     6.36%       6.46%        103.9960      6.71%       6.82%        104.3268      5.81%       5.89%        100.1488
12/31/96     6.65%       6.76%         96.2518      6.95%       7.07%         96.9547      6.06%       6.15%         99.6523
1/31/97      6.80%       6.92%         98.0908      7.13%       7.26%         97.7454      6.05%       6.14%        100.0085




































</TABLE>



                                   Appendix A
                                     Page 4
    


<PAGE>

<TABLE>
                                    Table 2
<CAPTION>
    Date  T-Bill   T-Bill     T-Bill    Accep-    Accep-     Accep-        CD's     CD's        CD's        Repos      Repos
            Bank   Annual     Market    tances    tances     tances        Bank   Annual      Market         Bank     Annual
        Discount    Yield      Price      Bank    Annual     Market    Discount    Yield       Price     Discount      Yield
            Rate                      Discount     Yield      Price        Rate                              Rate
                                          Rate                                 
- -------- -------   ------    -------    ------    ------    -------      ------   ------     -------       ------     ------
<S>       <C>      <C>       <C>        <C>       <C>       <C>          <C>      <C>        <C>           <C>        <C>   
12/31/81  11.08%   12.07%    97.1992    12.40%    13.63%    96.8656      12.90%   14.22%     96.7392       11.25%     12.08%
1/29/82   12.52%   13.77%    96.8352    13.55%    15.00%    96.5749      13.95%   15.49%     96.4738       13.13%     14.24%
2/26/82   12.44%   13.67%    96.8554    13.65%    15.12%    96.5496      14.10%   15.67%     96.4358       12.50%     13.51%
3/31/82   13.26%   14.65%    96.6482    14.10%    15.67%    96.4358      14.80%   16.52%     96.2589       15.50%     17.02%
4/30/82   12.34%   13.55%    96.8807    13.75%    15.24%    96.5243      14.20%   15.79%     96.4106       12.50%     13.51%
5/31/82   11.50%   12.56%    97.0931    12.95%    14.28%    96.7265      13.40%   14.82%     96.6128       11.88%     12.80%
6/30/82   12.76%   14.05%    96.7746    14.70%    16.40%    96.2842      15.05%   16.83%     96.1957       11.88%     12.80%
7/30/82   10.17%   11.01%    97.4293    11.60%    12.68%    97.0678      12.00%   13.15%     96.9667        9.75%     10.39%
8/31/82    8.42%    9.01%    97.8716     9.90%    10.70%    97.4975      10.40%   11.28%     97.3711        8.75%      9.28%
9/30/82    7.62%    8.11%    98.0738    10.05%    10.87%    97.4596      10.50%   11.39%     97.3458       10.25%     10.95%
10/29/82   7.90%    8.43%    98.0031     8.80%     9.44%    97.7756       9.05%    9.73%     97.7124        9.13%      9.69%
11/30/82   8.28%    8.85%    97.9070     8.60%     9.22%    97.8261       8.95%    9.61%     97.7376        8.75%      9.28%
12/31/82   7.92%    8.45%    97.9980     8.55%     9.16%    97.8388       8.65%    9.27%     97.8135       12.00%     12.94%
1/31/83    8.10%    8.65%    97.9525     8.50%     9.10%    97.8514       8.65%    9.27%     97.8135        8.38%      8.86%
2/28/83    7.93%    8.46%    97.9955     8.05%     8.60%    97.9651       8.20%    8.76%     97.9272        8.25%      8.73%
3/31/83    8.64%    9.26%    97.8160     8.90%     9.56%    97.7503       9.15%    9.84%     97.6871       10.25%     10.95%
4/29/83    8.08%    8.63%    97.9576     8.25%     8.82%    97.9146       8.35%    8.93%     97.8893        8.50%      9.00%
5/31/83    8.63%    9.25%    97.8185     8.95%     9.61%    97.7376       9.05%    9.73%     97.7124        8.40%      8.89%
6/30/83    8.79%    9.43%    97.7781     9.00%     9.67%    97.7250       9.15%    9.84%     97.6871        9.38%      9.97%
7/29/83    9.22%    9.92%    97.6694     9.45%    10.18%    97.6113       9.60%   10.36%     97.5733        9.20%      9.78%
8/31/83    9.26%    9.97%    97.6593     9.55%    10.30%    97.5860       9.80%   10.58%     97.5228        9.25%      9.83%
9/30/83    8.71%    9.34%    97.7983     9.00%     9.67%    97.7250       9.25%    9.95%     97.6618        9.50%     10.11%
10/31/83   8.51%    9.11%    97.8489     9.00%     9.67%    97.7250       9.30%   10.01%     97.6492        9.13%      9.69%
11/30/83   8.88%    9.53%    97.7553     9.13%     9.81%    97.6934       9.33%   10.05%     97.6416        8.88%      9.42%
12/30/83   8.97%    9.64%    97.7326     9.45%    10.18%    97.6113       9.65%   10.41%     97.5607       10.88%     11.66%
1/31/84    8.89%    9.54%    97.7528     9.15%     9.84%    97.6871       9.37%   10.09%     97.6315        9.15%      9.72%
2/29/84    9.14%    9.83%    97.6896     9.45%    10.18%    97.6113       9.70%   10.47%     97.5481        9.00%      9.56%
3/30/84    9.72%   10.49%    97.5430    10.10%    10.93%    97.4469      10.28%   11.14%     97.4014       10.00%     10.67%
4/30/84    9.72%   10.49%    97.5430    10.32%    11.18%    97.3913      10.55%   11.45%     97.3332       10.25%     10.95%
5/31/84    9.75%   10.53%    97.5354    10.88%    11.84%    97.2498      11.45%   12.50%     97.1057       10.00%     10.67%
6/29/84    9.92%   10.72%    97.4924    11.42%    12.47%    97.1133      11.75%   12.86%     97.0299       10.15%     10.84%
7/31/84   10.40%   11.28%    97.3711    11.15%    12.15%    97.1815      11.43%   12.48%     97.1108       11.38%     12.23%
8/31/84   10.63%   11.54%    97.3130    11.24%    12.26%    97.1588      11.60%   12.68%     97.0678       11.50%     12.37%
9/28/84   10.22%   11.07%    97.4166    10.77%    11.71%    97.2776      11.23%   12.24%     97.1613       10.75%     11.52%
10/31/84   9.01%    9.68%    97.7225     9.48%    10.22%    97.6037       9.56%   10.31%     97.5834        9.80%     10.45%
11/30/84   8.44%    9.03%    97.8666     8.89%     9.54%    97.7528       8.92%    9.58%     97.7452        8.55%      9.06%
12/31/84   7.85%    8.37%    98.0157     8.20%     8.76%    97.9272       8.45%    9.05%     97.8640        8.88%      9.42%
1/31/85    8.05%    8.60%    97.9651     8.17%     8.73%    97.9348       8.30%    8.88%     97.9019        8.38%      8.86%
2/28/85    8.50%    9.10%    97.8514     8.75%     9.39%    97.7882       8.90%    9.56%     97.7503        8.50%      9.00%
3/29/85    8.18%    8.74%    97.9323     8.60%     9.22%    97.8261       8.78%    9.42%     97.7806        8.50%      9.00%
4/30/85    7.85%    8.37%    98.0157     8.15%     8.71%    97.9399       8.40%    8.99%     97.8767        8.00%      8.45%
5/31/85    7.14%    7.58%    98.1952     7.37%     7.83%    98.1370       7.43%    7.90%     98.1219        7.35%      7.74%
6/28/85    6.83%    7.24%    98.2735     7.37%     7.83%    98.1370       7.49%    7.97%     98.1067        7.55%      7.96%
7/31/85    7.28%    7.73%    98.1598     7.70%     8.20%    98.0536       7.83%    8.35%     98.0208        8.75%      9.28%
8/30/85    7.14%    7.58%    98.1952     7.67%     8.17%    98.0612       7.82%    8.34%     98.0233        7.45%      7.85%
9/30/85    7.04%    7.47%    98.2204     7.70%     8.20%    98.0536       7.84%    8.36%     98.0182        7.65%      8.07%
10/31/85   7.19%    7.63%    98.1825     7.70%     8.20%    98.0536       7.71%    8.21%     98.0511        7.70%      8.12%
11/29/85   7.16%    7.60%    98.1901     7.73%     8.24%    98.0460       7.83%    8.35%     98.0208        7.80%      8.23%
12/31/85   7.05%    7.48%    98.2179     7.55%     8.04%    98.0915       7.72%    8.23%     98.0486        7.70%      8.12%
1/31/86    6.97%    7.39%    98.2381     7.55%     8.04%    98.0915       7.69%    8.19%     98.0561        7.80%      8.23%
2/28/86    7.02%    7.45%    98.2255     7.49%     7.97%    98.1067       7.54%    8.02%     98.0941        7.65%      8.07%
3/31/86    6.34%    6.69%    98.3974     6.82%     7.22%    98.2761       7.08%    7.51%     98.2103        7.35%      7.74%
4/30/86    6.10%    6.43%    98.4581     6.43%     6.79%    98.3746       6.50%    6.87%     98.3569        6.70%      7.03%
5/30/86    6.30%    6.65%    98.4075     6.66%     7.05%    98.3165       6.80%    7.20%     98.2811        6.55%      6.87%
6/30/86    5.96%    6.28%    98.4934     6.44%     6.80%    98.3721       6.55%    6.93%     98.3443        7.38%      7.76%
7/31/86    5.79%    6.09%    98.5364     6.11%     6.44%    98.4555       6.30%    6.65%     98.4075        6.20%      6.49%
8/29/86    5.17%    5.42%    98.6931     5.31%     5.57%    98.6578       5.45%    5.72%     98.6224        5.50%      5.74%
9/30/86    5.20%    5.45%    98.6856     5.67%     5.96%    98.5668       5.82%    6.12%     98.5288        5.75%      6.00%
10/31/86   5.20%    5.45%    98.6856     5.53%     5.81%    98.6021       5.70%    5.99%     98.5592        5.65%      5.90%
11/28/86   5.39%    5.66%    98.6375     5.67%     5.96%    98.5668       5.78%    6.08%     98.5389        5.25%      5.47%
12/31/86   5.67%    5.96%    98.5668     5.95%     6.27%    98.4960       6.50%    6.87%     98.3569       17.00%     18.82%
</TABLE>

                                   Appendix A
                                     Page 1
<PAGE>
<TABLE>
                                    Table 2
<CAPTION>
    Date  T-Bill   T-Bill     T-Bill    Accep-    Accep-     Accep-        CD's     CD's        CD's        Repos      Repos
            Bank   Annual     Market    tances    tances     tances        Bank   Annual      Market         Bank     Annual
        Discount    Yield      Price      Bank    Annual     Market    Discount    Yield       Price     Discount      Yield
            Rate                      Discount     Yield      Price        Rate                              Rate
                                          Rate                                 
- -------- -------   ------    -------    ------    ------    -------      ------   ------     -------       ------     ------
<S>       <C>      <C>       <C>        <C>       <C>       <C>          <C>      <C>        <C>           <C>        <C>   
1/30/87    5.60%    5.89%    98.5844     5.85%     6.16%    98.5213       6.10%    6.43%     98.4581        5.95%      6.22%
2/27/87    5.45%    5.72%    98.6224     5.98%     6.30%    98.4884       6.15%    6.49%     98.4454        5.80%      6.06%
3/31/87    5.61%    5.90%    98.5819     6.15%     6.49%    98.4454       6.32%    6.67%     98.4024        6.00%      6.27%
4/30/87    5.53%    5.81%    98.6021     6.71%     7.10%    98.3039       6.70%    7.09%     98.3064        6.05%      6.33%
5/29/87    5.86%    6.17%    98.5187     6.96%     7.38%    98.2407       6.97%    7.39%     98.2381        6.40%      6.70%
6/30/87    5.73%    6.03%    98.5516     6.87%     7.28%    98.2634       6.95%    7.37%     98.2432        6.50%      6.81%
7/31/87    6.07%    6.40%    98.4656     6.60%     6.98%    98.3317       6.77%    7.17%     98.2887        6.45%      6.76%
8/31/87    6.25%    6.60%    98.4201     6.83%     7.24%    98.2735       7.05%    7.48%     98.2179        6.70%      7.03%
9/30/87    6.61%    6.99%    98.3291     7.72%     8.23%    98.0486       7.98%    8.52%     97.9828        7.45%      7.85%
10/30/87   5.27%    5.53%    98.6679     7.25%     7.70%    98.1674       7.55%    8.04%     98.0915        6.65%      6.98%
11/30/87   5.21%    5.46%    98.6830     7.55%     8.04%    98.0915       7.70%    8.20%     98.0536        6.75%      7.08%
12/31/87   5.68%    5.97%    98.5642     7.08%     7.51%    98.2103       7.20%    7.65%     98.1800        6.90%      7.25%
1/29/88    5.64%    5.93%    98.5743     6.77%     7.17%    98.2887       6.68%    7.07%     98.3114        6.35%      6.65%
2/29/88    5.62%    5.91%    98.5794     6.49%     6.86%    98.3595       6.57%    6.95%     98.3393        6.30%      6.60%
3/31/88    5.71%    6.00%    98.5566     6.60%     6.98%    98.3317       6.70%    7.09%     98.3064        6.50%      6.81%
4/29/88    5.98%    6.30%    98.4884     6.94%     7.36%    98.2457       7.10%    7.53%     98.2053        6.80%      7.14%
5/31/88    6.43%    6.79%    98.3746     7.42%     7.89%    98.1244       7.60%    8.09%     98.0789        6.80%      7.14%
6/30/88    6.56%    6.94%    98.3418     7.51%     7.99%    98.1016       7.75%    8.26%     98.0410        7.30%      7.68%
7/29/88    6.95%    7.37%    98.2432     7.94%     8.47%    97.9929       7.94%    8.47%     97.9929        7.56%      7.97%
8/31/88    7.30%    7.76%    98.1547     8.26%     8.83%    97.9121       8.55%    9.16%     97.8388        7.70%      8.12%
9/30/88    7.25%    7.70%    98.1674     8.19%     8.75%    97.9298       8.45%    9.05%     97.8640        8.50%      9.00%
10/31/88   7.36%    7.82%    98.1396     8.18%     8.74%    97.9323       8.45%    9.05%     97.8640        8.10%      8.56%
11/30/88   7.83%    8.35%    98.0208     8.88%     9.53%    97.7553       9.00%    9.67%     97.7250        8.20%      8.67%
12/30/88   8.10%    8.65%    97.9525     8.83%     9.48%    97.7680       9.25%    9.95%     97.6618        9.25%      9.83%
1/31/89    8.39%    8.98%    97.8792     8.96%     9.62%    97.7351       9.20%    9.90%     97.6744        8.80%      9.33%
2/28/89    8.71%    9.34%    97.7983     9.76%    10.54%    97.5329      10.13%   10.97%     97.4394        9.50%     10.11%
3/31/89    8.90%    9.56%    97.7503     9.86%    10.65%    97.5076      10.15%   10.99%     97.4343        9.50%     10.11%
4/28/89    8.41%    9.00%    97.8741     9.50%    10.24%    97.5986       9.80%   10.58%     97.5228        9.45%     10.06%
5/31/89    8.61%    9.23%    97.8236     9.25%     9.95%    97.6618       9.40%   10.13%     97.6239        9.60%     10.22%
6/30/89    7.99%    8.53%    97.9803     8.76%     9.40%    97.7857       9.10%    9.78%     97.6997        9.40%     10.00%
7/31/89    7.80%    8.31%    98.0283     8.14%     8.70%    97.9424       8.40%    8.99%     97.8767        8.55%      9.06%
8/31/89    7.89%    8.42%    98.0056     8.56%     9.17%    97.8362       8.80%    9.44%     97.7756        8.80%      9.33%
9/29/89    7.91%    8.44%    98.0005     8.75%     9.39%    97.7882       9.00%    9.67%     97.7250        9.10%      9.67%
10/31/89   7.77%    8.28%    98.0359     8.26%     8.83%    97.9121       8.49%    9.09%     97.8539        8.80%      9.33%
11/30/89   7.59%    8.08%    98.0814     8.08%     8.63%    97.9576       8.30%    8.88%     97.9019        8.55%      9.06%
12/29/89   7.55%    8.04%    98.0915     7.89%     8.42%    98.0056       8.10%    8.65%     97.9525        9.20%      9.78%
1/31/90    7.74%    8.25%    98.0435     8.00%     8.54%    97.9778       8.27%    8.84%     97.9095        8.15%      8.62%
2/28/90    7.77%    8.28%    98.0359     7.99%     8.53%    97.9803       8.25%    8.82%     97.9146        8.13%      8.59%
3/30/90    7.80%    8.31%    98.0283     8.15%     8.71%    97.9399       8.40%    8.99%     97.8767        8.05%      8.51%
4/30/90    7.79%    8.30%    98.0309     8.29%     8.87%    97.9045       8.56%    9.17%     97.8362        7.95%      8.40%
5/31/90    7.75%    8.26%    98.0410     8.03%     8.57%    97.9702       8.28%    8.85%     97.9070        8.00%      8.45%
6/29/90    7.74%    8.25%    98.0435     7.96%     8.49%    97.9879       8.25%    8.82%     97.9146        8.20%      8.67%
7/31/90    7.49%    7.97%    98.1067     7.59%     8.08%    98.0814       7.92%    8.45%     97.9980        7.93%      8.37%
8/31/90    7.39%    7.86%    98.1320     7.70%     8.20%    98.0536       8.02%    8.56%     97.9727        7.95%      8.40%
9/28/90    7.14%    7.58%    98.1952     7.92%     8.45%    97.9980       8.19%    8.75%     97.9298        8.00%      8.45%
10/31/90   7.11%    7.55%    98.2028     7.66%     8.16%    98.0637       7.96%    8.49%     97.9879        7.75%      8.18%
11/30/90   7.02%    7.45%    98.2255     7.90%     8.43%    98.0031       8.30%    8.88%     97.9019        7.55%      7.96%
12/31/90   6.44%    6.80%    98.3721     7.17%     7.61%    98.1876       7.50%    7.98%     98.1042        6.75%      7.08%
1/31/91    6.12%    6.45%    98.4530     6.71%     7.10%    98.3039       6.97%    7.39%     98.2381        7.25%      7.63%
2/28/91    6.04%    6.37%    98.4732     6.54%     6.91%    98.3468       6.75%    7.15%     98.2938        6.85%      7.19%
3/29/91    5.74%    6.04%    98.5491     6.08%     6.41%    98.4631       6.27%    6.62%     98.4151        7.50%      7.90%
4/30/91    5.51%    5.79%    98.6072     5.75%     6.05%    98.5465       5.95%    6.27%     98.4960        5.75%      6.00%
5/31/91    5.53%    5.81%    98.6021     5.85%     6.16%    98.5213       5.95%    6.27%     98.4960        5.80%      6.06%
6/28/91    5.54%    5.82%    98.5996     5.95%     6.27%    98.4960       6.07%    6.40%     98.4656        5.85%      6.11%
7/31/91    5.53%    5.81%    98.6021     5.90%     6.21%    98.5086       5.97%    6.29%     98.4909        5.90%      6.17%
8/30/91    5.33%    5.59%    98.6527     5.55%     5.83%    98.5971       5.70%    5.99%     98.5592        5.40%      5.63%
9/30/91    5.11%    5.35%    98.7083     5.40%     5.67%    98.6350       5.55%    5.83%     98.5971        6.60%      6.92%
10/31/91   4.82%    5.04%    98.7816     5.05%     5.29%    98.7235       5.20%    5.45%     98.6856        5.00%      5.20%
11/29/91   4.35%    4.53%    98.9004     4.84%     5.06%    98.7766       4.95%    5.18%     98.7488        4.82%      5.01%
12/31/91   3.86%    4.01%    99.0243     4.05%     4.21%    98.9763       4.18%    4.35%     98.9434        5.25%      5.47%
1/31/92    3.84%    3.99%    99.0293     4.01%     4.17%    98.9864       4.15%    4.32%     98.9510        5.65%      5.90%
</TABLE>

                                   Appendix A
                                     Page 2
<PAGE>
<TABLE>
                                    Table 2
<CAPTION>

    Date  T-Bill   T-Bill     T-Bill    Accep-    Accep-     Accep-        CD's     CD's        CD's        Repos      Repos
            Bank   Annual     Market    tances    tances     tances        Bank   Annual      Market         Bank     Annual
        Discount    Yield      Price      Bank    Annual     Market    Discount    Yield       Price     Discount      Yield
            Rate                      Discount     Yield      Price        Rate                              Rate
                                          Rate                                 
- -------- -------   ------    -------    ------    ------    -------      ------   ------     -------       ------     ------
<S>       <C>      <C>       <C>        <C>       <C>       <C>          <C>      <C>        <C>           <C>        <C>   
2/28/92    3.93%    4.09%    99.0066     4.07%     4.24%    98.9712       4.18%    4.35%     98.9434        4.05%      4.19%
3/31/92    4.05%    4.21%    98.9763     4.17%     4.34%    98.9459       4.30%    4.48%     98.9131        4.63%      4.81%
4/30/92    3.70%    3.84%    99.0647     4.00%     4.16%    98.9889       3.85%    4.00%     99.0268        3.75%      3.88%
5/31/92    3.70%    3.84%    99.0647     3.84%     3.99%    99.0293       3.95%    4.11%     99.0015        3.75%      3.88%
6/30/92    3.57%    3.70%    99.0976     3.77%     3.92%    99.0470       3.88%    4.03%     99.0192        3.70%      3.82%
7/31/92    3.18%    3.29%    99.1962     3.33%     3.45%    99.1583       3.38%    3.50%     99.1456        3.38%      3.49%
8/31/92    3.16%    3.27%    99.2012     3.30%     3.42%    99.1658       3.42%    3.54%     99.1355        3.60%      3.72%
9/30/92    2.69%    2.77%    99.3200     3.07%     3.17%    99.2240       3.15%    3.26%     99.2038        4.75%      4.93%
10/31/92   2.96%    3.06%    99.2518     3.33%     3.45%    99.1583       3.42%    3.54%     99.1355        3.05%      3.14%
11/30/92   3.27%    3.39%    99.1734     3.70%     3.84%    99.0647       3.85%    4.00%     99.0268        3.60%      3.72%
12/31/92   3.08%    3.18%    99.2214     3.31%     3.43%    99.1633       3.35%    3.47%     99.1532        3.50%      3.61%
1/31/93    2.90%    3.00%    99.2669     3.09%     3.20%    99.2189       3.12%    3.23%     99.2113        3.05%      3.14%
2/28/93    2.95%    3.05%    99.2543     3.09%     3.20%    99.2189       3.13%    3.24%     99.2088        3.25%      3.35%
3/31/93    2.89%    2.98%    99.2695     3.10%     3.21%    99.2164       3.12%    3.23%     99.2113        4.00%      4.14%
4/30/93    2.91%    3.01%    99.2644     3.04%     3.14%    99.2316       3.08%    3.18%     99.2214        3.00%      3.09%
5/31/93    3.06%    3.16%    99.2265     3.16%     3.27%    99.2012       3.22%    3.33%     99.1861        3.10%      3.19%
6/30/93    3.03%    3.13%    99.2341     3.14%     3.25%    99.2063       3.19%    3.30%     99.1936        3.80%      3.93%
7/31/93    3.03%    3.13%    99.2341     3.11%     3.22%    99.2139       3.15%    3.26%     99.2038        2.95%      3.04%
8/31/93    3.01%    3.11%    99.2391     3.09%     3.20%    99.2189       3.14%    3.25%     99.2063        3.20%      3.30%
9/30/93    2.92%    3.02%    99.2619     3.10%     3.21%    99.2164       3.25%    3.36%     99.1785        3.40%      3.51%
10/31/93   3.03%    3.13%    99.2341     3.25%     3.36%    99.1785       3.30%    3.42%     99.1658        3.00%      3.09%
11/30/93   3.14%    3.25%    99.2063     3.31%     3.43%    99.1633       3.35%    3.47%     99.1532        3.05%      3.14%
12/31/93   3.01%    3.11%    99.2391     3.19%     3.30%    99.1936       3.24%    3.35%     99.1810        3.20%      3.30%
1/31/94    2.96%    3.06%    99.2518     3.08%     3.18%    99.2214       3.13%    3.24%     99.2088        3.16%      3.26%
2/28/94    3.36%    3.48%    99.1507     3.55%     3.68%    99.1026       3.65%    3.79%     99.0774        3.50%      3.61%
3/31/94    3.48%    3.61%    99.1203     3.80%     3.95%    99.0394       3.83%    3.98%     99.0319        3.63%      3.75%
4/29/94    3.87%    4.02%    99.0218     4.15%     4.32%    98.9510       4.20%    4.37%     98.9383        3.55%      3.67%
5/31/94    4.16%    4.33%    98.9484     4.45%     4.64%    98.8751       4.52%    4.72%     98.8574        4.50%      4.67%
6/30/94    4.15%    4.32%    98.9510     4.69%     4.90%    98.8145       4.73%    4.94%     98.8044        5.25%      5.47%
7/29/94    4.27%    4.45%    98.9206     4.58%     4.78%    98.8423       4.67%    4.88%     98.8195        4.23%      4.38%
8/31/94    4.56%    4.76%    98.8473     4.82%     5.04%    98.7816       4.89%    5.12%     98.7639        4.78%      4.97%
9/30/94    4.67%    4.88%    98.8195     5.30%     5.56%    98.6603       5.41%    5.68%     98.6325        5.00%      5.20%
10/31/94   5.03%    5.27%    98.7285     5.45%     5.72%    98.6224       5.54%    5.82%     98.5996        4.71%      4.89%
11/30/94   5.56%    5.84%    98.5946     6.02%     6.34%    98.4783       6.12%    6.45%     98.4530        5.60%      5.84%
12/30/94   5.53%    5.81%    98.6021     6.25%     6.60%    98.4201       6.39%    6.75%     98.3848        5.78%      6.04%
1/31/95    5.83%    6.14%    98.5263     6.10%     6.43%    98.4581       6.23%    6.57%     98.4252        5.88%      6.14%
2/28/95    5.76%    6.06%    98.5440     6.03%     6.35%    98.4758       6.11%    6.44%     98.4555        6.23%      6.52%
3/31/95    5.70%    5.99%    98.5592     6.07%     6.40%    98.4656       6.19%    6.53%     98.4353        6.40%      6.70%
4/30/95    5.69%    5.98%    98.5617     6.01%     6.33%    98.4808       6.10%    6.43%     98.4581        6.04%      6.32%
5/31/95    5.63%    5.92%    98.5769     5.86%     6.17%    98.5187       5.96%    6.28%     98.4934        6.18%      6.46%
6/30/95    5.44%    5.71%    98.6249     5.80%     6.10%    98.5339       5.96%    6.28%     98.4934        6.33%      6.63%
7/31/95    5.42%    5.69%    98.6299     5.65%     5.94     98.5718       5.76%    6.06%     98.5440        5.90%      6.17%
8/31/95    5.29%    5.55%    98.6628     5.68%     5.97     98.5642       5.75%    6.05%     98.5465        5.88%      6.14%
9/30/95    5.24%    5.49%    98.6754     5.73%     6.03%    98.5516       5.82%    6.12%     98.5288        6.38%      6.68%
10/31/95   5.32%    5.58%    98.6552     5.67%     5.96     98.5668       5.78%    6.08%     98.5389        5.99%      6.26%
11/30/95   5.32%    5.58%    98.6552     5.59%     5.87%    98.5870       5.71%    6.00%     98.5566        6.00%      6.27%
12/31/95   4.96%    5.19%    98.7462     5.45%     5.72%    98.6224       5.48%    5.75%     98.6148        5.93%      6.19%
1/31/96    4.91%    5.14%    98.7589     5.14%     5.39     98.7007       5.24%    5.49%     98.6754        5.93%      6.20%


</TABLE>

                                   Appendix A
                                     Page 3


<PAGE>

<TABLE>
                                    Table 2
<CAPTION>
   
    Date  T-Bill   T-Bill     T-Bill    Accep-    Accep-     Accep-        CD's     CD's        CD's        Repos      Repos
            Bank   Annual     Market    tances    tances     tances        Bank   Annual      Market         Bank     Annual
        Discount    Yield      Price      Bank    Annual     Market    Discount    Yield       Price     Discount      Yield
            Rate                      Discount     Yield      Price        Rate                              Rate
                                          Rate                                 
- -------- -------   ------    -------    ------    ------    -------      ------   ------     -------       ------     ------
<S>       <C>      <C>       <C>        <C>       <C>       <C>          <C>      <C>        <C>           <C>        <C>   
2/29/96    4.89%    5.12%     98.7639    5.11%     5.35%    98.7083       5.20%    5.45%     98.6856        5.25%      5.46%
3/31/96    5.00%    5.23%     98.7361    5.29%     5.55%    98.6628       5.36%    5.62%     98.6451        5.03%      5.23%
4/30/96    5.01%    5.24%     98.7336    5.28%     5.54%    98.6653       5.34%    5.60%     98.6502        5.40%      5.62%
5/31/96    5.04%    5.28%     98.7260    5.32%     5.58%    98.6552       5.37%    5.63%     98.6426        5.33%      5.55%
6/30/96    5.04%    5.28%     98.7260    5.40%     5.67%    98.6350       5.48%    5.75%     98.6148        5.38%      5.60%
7/31/96    5.18%    5.43%     98.6906    5.45%     5.72%    98.6224       5.55%    5.83%     98.5971        5.88%      6.14%
8/31/96    5.15%    5.40%     98.6982    5.34%     5.60%    98.6502       5.45%    5.72%     98.6224        5.18%      5.39%
9/30/96    4.91%    5.14%     98.7589    5.31%     5.57%    98.6578       5.51%    5.79%     98.6072        5.84%      6.10%
10/31/96   5.01%    5.24%     98.7336    5.31%     5.57%    98.6578       5.39%    5.66%     98.6375        6.08%      6.35%
11/30/96   5.00%    5.23%     98.7361    5.30%     5.56%    98.6603       5.40%    5.67%     98.6350        5.88%      6.14%
12/31/96   5.07%    5.31%     98.7184    5.32%     5.58%    98.6552       5.41%    5.68%     98.6325        6.25%      6.54%
1/31/97    5.02%    5.26%     98.7311    5.32%     5.58%    98.6552       5.42%    5.69%     98.6299        5.44%      5.67%




</TABLE>





















                                   Appendix A
                                     Page 4
    


<PAGE>




































































                                   Appendix B

<PAGE>
                          DOW JONES INDUSTRIAL AVERAGE

               Dow Jones                   Dow Jones                   Dow Jones
               Industrial                  Industrial                 Industrial
   Date         Average        Date         Average        Date         Average
- ------------   ----------   ------------   ----------   ------------   ---------
Jan 2, 1990     2,810.20    Mar 28, 1990    2,743.70    Jun 25, 1990    2,845.05
Jan 3, 1990     2,809.72    Mar 29, 1990    2,727.70    Jun 26, 1990    2,842.33
Jan 4, 1990     2,796.08    Mar 30, 1990    2,707.20    Jun 27, 1990    2,862.13
Jan 5, 1990     2,773.26    Apr 2, 1990     2,700.46    Jun 28, 1990    2,878.71
Jan 8, 1990     2,794.38    Apr 3, 1990     2,736.72    Jun 29, 1990    2,880.69
Jan 9, 1990     2,766.00    Apr 4, 1990     2,719.38    Jul 2, 1990     2,899.26
Jan 10, 1990    2,750.64    Apr 5, 1990     2,721.18    Jul 3, 1990     2,911.63
Jan 11, 1990    2,760.66    Apr 6, 1990     2,717.12    Jul 5, 1990     2,879.21
Jan 12, 1990    2,689.20    Apr 9, 1990     2,722.08    Jul 6, 1990     2,904.95
Jan 15, 1990    2,669.36    Apr 10, 1990    2,731.08    Jul 9, 1990     2,914.11
Jan 16, 1990    2,692.62    Apr 11, 1990    2,729.74    Jul 10, 1990    2,890.84
Jan 17, 1990    2,659.14    Apr 12, 1990    2,751.80    Jul 11, 1990    2,932.67
Jan 18, 1990    2,666.38    Apr 16, 1990    2,763.06    Jul 12, 1990    2,969.80
Jan 19, 1990    2,677.90    Apr 17, 1990    2,765.78    Jul 13, 1990    2,980.20
Jan 22, 1990    2,600.46    Apr 18, 1990    2,732.88    Jul 16, 1990    2,999.75
Jan 23, 1990    2,615.32    Apr 19, 1990    2,711.94    Jul 17, 1990    2,999.75
Jan 24, 1990    2,604.50    Apr 20, 1990    2,695.94    Jul 18, 1990    2,981.68
Jan 25, 1990    2,561.00    Apr 24, 1990    2,654.50    Jul 19, 1990    2,993.81
Jan 26, 1990    2,559.24    Apr 25, 1990    2,666.44    Jul 20, 1990    2,961.14
Jan 29, 1990    2,553.38    Apr 26, 1990    2,676.58    Jul 23, 1990    2,904.70
Jan 30, 1990    2,543.24    Apr 27, 1990    2,645.06    Jul 24, 1990    2,922.52
Jan 31, 1990    2,590.54    Apr 30, 1990    2,656.80    Jul 25, 1990    2,930.94
Feb 1, 1990     2,586.26    May 1, 1990     2,668.92    Jul 26, 1990    2,920.79
Feb 2, 1990     2,602.70    May 2, 1990     2,689.64    Jul 27, 1990    2,898.51
Feb 5, 1990     2,622.52    May 3, 1990     2,696.18    Jul 30, 1990    2,917.33
Feb 6, 1990     2,606.30    May 4, 1990     2,710.36    Jul 31, 1990    2,905.20
Feb 7, 1990     2,640.10    May 7, 1990     2,721.62    Aug 1, 1990     2,899.25
Feb 8, 1990     2,644.36    May 8, 1990     2,733.56    Aug 2, 1990     2,864.60
Feb 9, 1990     2,648.20    May 9, 1990     2,732.88    Aug 3, 1990     2,809.65
Feb 12, 1990    2,619.14    May 10, 1990    2,738.52    Aug 6, 1990     2,716.34
Feb 13, 1990    2,624.10    May 11, 1990    2,801.58    Aug 7, 1990     2,710.64
Feb 14, 1990    2,624.32    May 14, 1990    2,821.54    Aug 8, 1990     2,734.90
Feb 15, 1990    2,649.54    May 15, 1990    2,822.46    Aug 9, 1990     2,758.91
Feb 16, 1990    2,635.58    May 16, 1990    2,819.68    Aug 10, 1990    2,716.58
Feb 20, 1990    2,596.84    May 17, 1990    2,831.72    Aug 13, 1990    2,746.78
Feb 21, 1990    2,583.56    May 18, 1990    2,819.92    Aug 14, 1990    2,747.77
Feb 22, 1990    2,574.78    May 21, 1990    2,844.68    Aug 15, 1990    2,748.27
Feb 23, 1990    2,564.18    May 22, 1990    2,852.24    Aug 16, 1990    2,681.44
Feb 26, 1990    2,602.48    May 23, 1990    2,856.26    Aug 17, 1990    2,644.80
Feb 27, 1990    2,617.12    May 24, 1990    2,855.56    Aug 20, 1990    2,656.44
Feb 28, 1990    2,627.26    May 25, 1990    2,820.92    Aug 21, 1990    2,603.96
Mar 1, 1990     2,635.58    May 29, 1990    2,870.50    Aug 22, 1990    2,560.15
Mar 2, 1990     2,660.36    May 30, 1990    2,878.56    Aug 23, 1990    2,483.42
Mar 5, 1990     2,649.54    May 31, 1990    2,876.66    Aug 24, 1990    2,532.92
Mar 6, 1990     2,676.80    Jun 1, 1990     2,900.98    Aug 27, 1990    2,611.63
Mar 7, 1990     2,669.60    Jun 4, 1990      2935.19    Aug 28, 1990    2,614.85
Mar 8, 1990     2,696.18    Jun 5, 1990      2925.00    Aug 29, 1990    2,632.43
Mar 9, 1990     2,683.34    Jun 6, 1990      2911.65    Aug 30, 1990    2,593.32
Mar 12, 1990    2,686.72    Jun 7, 1990      2897.33    Aug 31, 1990    2,614.36
Mar 13, 1990    2,674.54    Jun 8, 1990      2862.38    Sep 4, 1990     2,613.37
Mar 14, 1990    2,687.84    Jun 11, 1990     2892.57    Sep 5, 1990     2,628.22
Mar 15, 1990    2,695.72    Jun 12, 1990     2933.42    Sep 6, 1990     2,596.29
Mar 16, 1990    2,741.22    Jun 13, 1990     2929.95    Sep 7, 1990     2,619.55
Mar 19, 1990    2,755.64    Jun 14, 1990     2928.22    Sep 10, 1990    2,615.59
Mar 20, 1990    2,738.74    Jun 15, 1990     2935.89    Sep 11, 1990    2,612.62
Mar 21, 1990    2,727.92    Jun 18, 1990     2882.18    Sep 12, 1990    2,625.74
Mar 22, 1990    2,695.72    Jun 19, 1990     2893.56    Sep 13, 1990    2,582.67
Mar 23, 1990    2,704.28    Jun 20, 1990     2895.30    Sep 14, 1990    2,564.11
Mar 26, 1990    2,707.66    Jun 21, 1990     2901.73    Sep 17, 1990    2,567.33
Mar 27, 1990    2,736.94    Jun 22, 1990     2857.18    Sep 18, 1990    2,571.29


                                   Appendix B
                                     page 1
<PAGE>
                          DOW JONES INDUSTRIAL AVERAGE

               Dow Jones                   Dow Jones                   Dow Jones
               Industrial                  Industrial                 Industrial
   Date         Average        Date         Average        Date         Average
- ------------   ----------   ------------   ----------   ------------   ---------
Sep 19, 1990    2,557.43    Dec 13, 1990    2,614.36    Mar 13, 1991    2,955.20
Sep 20, 1990    2,518.32    Dec 14, 1990    2,593.81    Mar 14, 1991    2,952.23
Sep 21, 1990    2,512.38    Dec 17, 1990    2,593.32    Mar 15, 1991    2,948.27
Sep 24, 1990    2,452.97    Dec 18, 1990    2,626.73    Mar 18, 1991    2,929.95
Sep 25, 1990    2,485.64    Dec 19, 1990    2,626.73    Mar 19, 1991    2,867.82
Sep 26, 1990    2,459.65    Dec 20, 1990    2,629.46    Mar 20, 1991    2,872.03
Sep 27, 1990    2,427.48    Dec 21, 1990    2,633.66    Mar 21, 1991    2,855.45
Sep 28, 1990    2,452.48    Dec 24, 1990    2,621.29    Mar 22, 1991    2,858.91
Oct 1, 1990     2,515.84    Dec 26, 1990    2,637.13    Mar 25, 1991    2,865.84
Oct 2, 1990     2,505.20    Dec 27, 1990    2,625.50    Mar 26, 1991    2,914.85
Oct 3, 1990     2,489.36    Dec 28, 1990    2,629.21    Mar 27, 1991    2,917.57
Oct 4, 1990     2,516.83    Dec 31, 1990    2,633.66    Mar 28, 1991    2,913.86
Oct 5, 1990     2,510.64    Jan 2, 1991     2,610.64    Apr 1, 1991     2,881.19
Oct 8, 1990     2,523.76    Jan 3, 1991     2,573.51    Apr 2, 1991     2,945.05
Oct 9, 1990     2,445.54    Jan 4, 1991     2,566.09    Apr 3, 1991     2,926.73
Oct 10, 1990    2,407.92    Jan 7, 1991     2,522.77    Apr 4, 1991     2,924.50
Oct 11, 1990    2,365.10    Jan 8, 1991     2,509.41    Apr 5, 1991     2,896.78
Oct 12, 1990    2,398.02    Jan 9, 1991     2,470.30    Apr 8, 1991     2,918.56
Oct 15, 1990    2,416.34    Jan 10, 1991    2,498.76    Apr 9, 1991     2,873.02
Oct 16, 1990    2,381.19    Jan 11, 1991    2,501.49    Apr 10, 1991    2,874.50
Oct 17, 1990    2,387.87    Jan 14, 1991    2,483.91    Apr 11, 1991    2,905.45
Oct 18, 1990    2,452.72    Jan 15, 1991    2,490.59    Apr 12, 1991    2,920.79
Oct 19, 1990    2,520.79    Jan 16, 1991    2,508.91    Apr 15, 1991    2,933.17
Oct 22, 1990    2,516.09    Jan 17, 1991    2,623.51    Apr 16, 1991    2,986.88
Oct 23, 1990    2,494.06    Jan 18, 1991    2,646.78    Apr 17, 1991    3,004.46
Oct 24, 1990    2,504.21    Jan 22, 1991    2,603.22    Apr 18, 1991    2,999.26
Oct 25, 1990    2,484.16    Jan 23, 1991    2,619.06    Apr 19, 1991    2,965.59
Oct 26, 1990    2,436.14    Jan 24, 1991    2,643.07    Apr 22, 1991    2,927.72
Oct 29, 1990    2,430.20    Jan 25, 1991    2,659.41    Apr 23, 1991    2,930.45
Oct 30, 1990    2,448.02    Jan 28, 1991    2,654.46    Apr 24, 1991    2,949.50
Oct 31, 1990    2,442.33    Jan 29, 1991    2,662.62    Apr 25, 1991    2,921.04
Nov 1, 1990     2,454.95    Jan 30, 1991    2,713.12    Apr 26, 1991    2,912.38
Nov 2, 1990     2,490.84    Jan 31, 1991    2,736.39    Apr 29, 1991    2,876.98
Nov 5, 1990     2,502.23    Feb 1, 1991     2,730.69    Apr 30, 1991    2,887.87
Nov 6, 1990     2,485.15    Feb 4, 1991     2,772.28    May 1, 1991     2,930.20
Nov 7, 1990     2,441.09    Feb 5, 1991     2,788.37    May 2, 1991     2,938.61
Nov 8, 1990     2,443.81    Feb 6, 1991     2,830.94    May 3, 1991     2,938.86
Nov 9, 1990     2,488.61    Feb 7, 1991     2,810.64    May 6, 1991     2,941.64
Nov 12, 1990    2,540.35    Feb 8, 1991     2,830.69    May 7, 1991     2,917.49
Nov 13, 1990    2,535.40    Feb 11, 1991    2,902.23    May 8, 1991     2,930.90
Nov 14, 1990    2,559.65    Feb 12, 1991    2,874.75    May 9, 1991     2,971.15
Nov 15, 1990    2,545.05    Feb 13, 1991    2,909.16    May 10, 1991    2,920.17
Nov 16, 1990    2,550.25    Feb 14, 1991    2,877.23    May 13, 1991    2,924.42
Nov 19, 1990    2,565.35    Feb 15, 1991    2,934.65    May 14, 1991    2,886.85
Nov 20, 1990    2,530.20    Feb 19, 1991    2,932.18    May 15, 1991    2,865.38
Nov 21, 1990    2,539.36    Feb 20, 1991    2,899.01    May 16, 1991    2,894.01
Nov 23, 1990    2,527.23    Feb 21, 1991    2,891.83    May 17, 1991    2,886.63
Nov 26, 1990    2,533.17    Feb 22, 1991    2,889.36    May 20, 1991    2,892.22
Nov 27, 1990    2,543.81    Feb 25, 1991    2,887.87    May 21, 1991    2,906.08
Nov 28, 1990    2,535.15    Feb 26, 1991    2,864.60    May 22, 1991    2,910.33
Nov 29, 1990    2,518.81    Feb 27, 1991    2,889.11    May 23, 1991    2,900.04
Nov 30, 1990    2,559.65    Feb 28, 1991    2,882.18    May 24, 1991    2,913.91
Dec 3, 1990     2,565.59    Mar 1, 1991     2,909.90    May 28, 1991    2,958.86
Dec 4, 1990     2,579.70    Mar 4, 1991     2,914.11    May 29, 1991    2,969.59
Dec 5, 1990     2,610.40    Mar 5, 1991     2,972.52    May 30, 1991    3,000.45
Dec 6, 1990     2,602.48    Mar 6, 1991     2,973.27    May 31, 1991    3,027.50
Dec 7, 1990     2,590.10    Mar 7, 1991     2,963.37    Jun 3, 1991     3,035.33
Dec 10, 1990    2,596.78    Mar 8, 1991     2,955.20    Jun 4, 1991     3,027.95
Dec 11, 1990    2,586.14    Mar 11, 1991    2,939.36    Jun 5, 1991     3,005.37
Dec 12, 1990    2,622.28    Mar 12, 1991    2,922.52    Jun 6, 1991     2,994.86


                                   Appendix B
                                     page 2
<PAGE>
                          DOW JONES INDUSTRIAL AVERAGE

               Dow Jones                   Dow Jones                   Dow Jones
               Industrial                  Industrial                 Industrial
   Date         Average        Date         Average        Date         Average
- ------------   ----------   ------------   ----------   ------------   ---------
Jun 7, 1991     2,976.74    Sep 3, 1991     3,017.67    Nov 26, 1991    2,916.14
Jun 10, 1991    2,975.40    Sep 4, 1991     3,008.50    Nov 27, 1991    2,900.04
Jun 11, 1991    2,985.91    Sep 5, 1991     3,008.50    Nov 29, 1991    2,894.68
Jun 12, 1991    2,961.99    Sep 6, 1991     3,011.63    Dec 2, 1991     2,935.38
Jun 13, 1991    2,965.12    Sep 9, 1991     3,007.16    Dec 3, 1991     2,929.56
Jun 14, 1991    3,000.45    Sep 10, 1991    2,982.56    Dec 4, 1991     2,911.67
Jun 17, 1991    2,993.96    Sep 11, 1991    2,987.03    Dec 5, 1991     2,889.09
Jun 18, 1991    2,986.81    Sep 12, 1991    3,007.83    Dec 6, 1991     2,886.40
Jun 19, 1991    2,955.50    Sep 13, 1991    2,985.69    Dec 9, 1991     2,871.65
Jun 20, 1991    2,953.94    Sep 16, 1991    3,015.21    Dec 10, 1991    2,863.82
Jun 21, 1991    2,965.56    Sep 17, 1991    3,013.19    Dec 11, 1991    2,865.38
Jun 24, 1991    2,913.01    Sep 18, 1991    3,017.89    Dec 12, 1991    2,895.13
Jun 25, 1991    2,910.11    Sep 19, 1991    3,024.37    Dec 13, 1991    2,914.36
Jun 26, 1991    2,913.01    Sep 20, 1991    3,019.23    Dec 16, 1991    2,919.05
Jun 27, 1991    2,934.93    Sep 23, 1991    3,010.51    Dec 17, 1991    2,902.28
Jun 28, 1991    2,906.75    Sep 24, 1991    3,029.07    Dec 18, 1991    2,908.09
Jul 1, 1991     2,958.41    Sep 25, 1991    3,021.02    Dec 19, 1991    2,914.36
Jul 2, 1991     2,972.72    Sep 26, 1991    3,017.22    Dec 20, 1991    2,934.48
Jul 3, 1991     2,934.71    Sep 27, 1991    3,006.04    Dec 23, 1991    3,022.58
Jul 5, 1991     2,932.47    Sep 30, 1991    3,016.77    Dec 24, 1991    3,050.98
Jul 8, 1991     2,961.99    Oct 1, 1991     3,018.34    Dec 26, 1991    3,082.96
Jul 9, 1991     2,947.23    Oct 2, 1991     3,012.52    Dec 27, 1991    3,101.52
Jul 10, 1991    2,944.77    Oct 3, 1991     2,984.79    Dec 30, 1991    3,163.91
Jul 11, 1991    2,959.75    Oct 4, 1991     2,961.76    Dec 31, 1991    3,168.83
Jul 12, 1991    2,980.77    Oct 7, 1991     2,942.75    Jan 2, 1992     3,172.41
Jul 15, 1991    2,990.61    Oct 8, 1991     2,963.77    Jan 3, 1992     3,201.48
Jul 16, 1991    2,983.90    Oct 9, 1991     2,946.33    Jan 6, 1992     3,200.13
Jul 17, 1991    2,978.76    Oct 10, 1991    2,976.52    Jan 7, 1992     3,204.83
Jul 18, 1991    3,016.32    Oct 11, 1991    2,983.68    Jan 8, 1992     3,203.94
Jul 19, 1991    3,016.32    Oct 14, 1991    3,019.45    Jan 9, 1992     3,209.53
Jul 22, 1991    3,012.97    Oct 15, 1991    3,041.37    Jan 10, 1992    3,199.46
Jul 23, 1991    2,983.23    Oct 16, 1991    3,061.72    Jan 13, 1992    3,185.60
Jul 24, 1991    2,966.23    Oct 17, 1991    3,053.00    Jan 14, 1992    3,246.20
Jul 25, 1991    2,980.10    Oct 18, 1991    3,077.15    Jan 15, 1992    3,258.50
Jul 26, 1991    2,972.50    Oct 21, 1991    3,060.38    Jan 16, 1992    3,249.55
Jul 29, 1991    2,985.24    Oct 22, 1991    3,039.80    Jan 17, 1992    3,264.98
Jul 30, 1991    3,016.32    Oct 23, 1991    3,040.92    Jan 20, 1992    3,254.03
Jul 31, 1991    3,024.82    Oct 24, 1991    3,016.32    Jan 21, 1992    3,223.39
Aug 1, 1991     3,017.67    Oct 25, 1991    3,004.92    Jan 22, 1992    3,255.81
Aug 2, 1991     3,006.26    Oct 28, 1991    3,045.62    Jan 23, 1992    3,226.74
Aug 5, 1991     2,989.04    Oct 29, 1991    3,061.94    Jan 27, 1992    3,240.61
Aug 6, 1991     3,027.28    Oct 30, 1991    3,071.78    Jan 28, 1992    3,272.14
Aug 7, 1991     3,026.61    Oct 31, 1991    3,069.10    Jan 29, 1992    3,224.96
Aug 8, 1991     3,013.86    Nov 1, 1991     3,056.35    Jan 30, 1992    3,244.86
Aug 9, 1991     2,996.20    Nov 4, 1991     3,045.62    Jan 31, 1992    3,223.39
Aug 12, 1991    3,001.34    Nov 5, 1991     3,031.31    Feb 3, 1992     3,234.12
Aug 13, 1991    3,008.72    Nov 6, 1991     3,038.46    Feb 4, 1992     3,272.81
Aug 14, 1991    3,005.37    Nov 7, 1991     3,054.11    Feb 5, 1992     3,257.60
Aug 15, 1991    2,998.43    Nov 8, 1991     3,045.62    Feb 6, 1992     3,255.59
Aug 16, 1991    2,968.02    Nov 11, 1991    3,042.26    Feb 7, 1992     3,225.40
Aug 19, 1991    2,898.03    Nov 12, 1991    3,054.11    Feb 10, 1992    3,245.08
Aug 20, 1991    2,913.69    Nov 13, 1991    3,065.30    Feb 11, 1992    3,251.57
Aug 21, 1991    3,001.79    Nov 14, 1991    3,063.51    Feb 12, 1992    3,276.83
Aug 22, 1991    3,007.38    Nov 15, 1991    2,943.20    Feb 13, 1992    3,246.65
Aug 23, 1991    3,040.25    Nov 18, 1991    2,972.72    Feb 14, 1992    3,245.97
Aug 26, 1991    3,039.36    Nov 19, 1991    2,931.57    Feb 18, 1992    3,224.73
Aug 27, 1991    3,026.16    Nov 20, 1991    2,930.01    Feb 19, 1992    3,230.32
Aug 28, 1991    3,055.23    Nov 21, 1991    2,932.69    Feb 20, 1992    3,280.64
Aug 29, 1991    3,049.64    Nov 22, 1991    2,902.73    Feb 21, 1992    3,280.19
Aug 30, 1991    3,043.60    Nov 25, 1991    2,902.06    Feb 24, 1992    3,282.42


                                   Appendix B
                                     page 3
<PAGE>
                          DOW JONES INDUSTRIAL AVERAGE

               Dow Jones                   Dow Jones                   Dow Jones
               Industrial                  Industrial                 Industrial
   Date         Average        Date         Average        Date         Average
- ------------   ----------   ------------   ----------   ------------   ---------
Feb 25, 1992    3,257.83    May 20, 1992    3,393.84    Aug 14, 1992    3,328.94
Feb 26, 1992    3,283.32    May 21, 1992    3,378.71    Aug 17, 1992    3,324.89
Feb 27, 1992    3,269.45    May 22, 1992    3,386.77    Aug 18, 1992    3,329.48
Feb 28, 1992    3,267.67    May 26, 1992    3,364.21    Aug 19, 1992    3,307.06
Mar 2, 1992     3,275.27    May 27, 1992    3,370.44    Aug 20, 1992    3,304.89
Mar 3, 1992     3,290.25    May 28, 1992    3,398.43    Aug 21, 1992    3,254.10
Mar 4, 1992     3,268.56    May 29, 1992    3,396.88    Aug 24, 1992    3,228.17
Mar 5, 1992     3,241.50    Jun 1, 1992     3,413.21    Aug 25, 1992    3,232.22
Mar 6, 1992     3,221.60    Jun 2, 1992     3,396.10    Aug 26, 1992    3,246.81
Mar 9, 1992     3,215.12    Jun 3, 1992     3,406.99    Aug 27, 1992    3,254.64
Mar 10, 1992    3,230.99    Jun 4, 1992     3,399.73    Aug 28, 1992    3,267.61
Mar 11, 1992    3,208.63    Jun 5, 1992     3,398.69    Aug 31, 1992    3,257.35
Mar 12, 1992    3,208.63    Jun 8, 1992     3,404.14    Sep 1, 1992     3,266.26
Mar 13, 1992    3,235.91    Jun 9, 1992     3,369.92    Sep 2, 1992     3,290.31
Mar 16, 1992    3,236.36    Jun 10, 1992    3,343.22    Sep 3, 1992     3,292.20
Mar 17, 1992    3,256.04    Jun 11, 1992    3,351.51    Sep 4, 1992     3,281.93
Mar 18, 1992    3,254.25    Jun 12, 1992    3,354.36    Sep 8, 1992     3,260.59
Mar 19, 1992    3,261.40    Jun 15, 1992    3,354.90    Sep 9, 1992     3,271.39
Mar 20, 1992    3,276.39    Jun 16, 1992    3,329.49    Sep 10, 1992    3,305.16
Mar 23, 1992    3,272.14    Jun 17, 1992    3,287.76    Sep 11, 1992    3,305.70
Mar 24, 1992    3,260.96    Jun 18, 1992    3,274.12    Sep 14, 1992    3,376.22
Mar 25, 1992    3,259.39    Jun 19, 1992    3,285.35    Sep 15, 1992    3,327.32
Mar 26, 1992    3,267.67    Jun 22, 1992    3,280.80    Sep 16, 1992    3,319.21
Mar 27, 1992    3,231.44    Jun 23, 1992    3,285.62    Sep 17, 1992    3,315.70
Mar 30, 1992    3,235.24    Jun 24, 1992    3,290.70    Sep 18, 1992    3,327.05
Mar 31, 1992    3,235.47    Jun 25, 1992    3,284.01    Sep 21, 1992    3,320.83
Apr 1, 1992     3,249.33    Jun 26, 1992    3,282.41    Sep 22, 1992    3,280.85
Apr 2, 1992     3,234.12    Jun 29, 1992    3,319.86    Sep 23, 1992    3,278.69
Apr 3, 1992     3,249.11    Jun 30, 1992    3,318.52    Sep 24, 1992    3,287.87
Apr 6, 1992     3,275.49    Jul 1, 1992     3,354.10    Sep 25, 1992    3,250.32
Apr 7, 1992     3,213.55    Jul 2, 1992     3,330.29    Sep 28, 1992    3,276.26
Apr 8, 1992     3,181.35    Jul 6, 1992     3,339.21    Sep 29, 1992    3,266.80
Apr 9, 1992     3,224.96    Jul 7, 1992     3,295.17    Sep 30, 1992    3,271.66
Apr 10, 1992    3,255.37    Jul 8, 1992     3,293.28    Oct 1, 1992     3,254.37
Apr 13, 1992    3,260.06    Jul 9, 1992     3,324.08    Oct 2, 1992     3,200.61
Apr 14, 1992    3,306.13    Jul 10, 1992    3,330.56    Oct 5, 1992     3,179.00
Apr 15, 1992    3,353.76    Jul 13, 1992    3,337.31    Oct 6, 1992     3,178.19
Apr 16, 1992    3,366.50    Jul 14, 1992    3,358.39    Oct 7, 1992     3,152.25
Apr 20, 1992    3,336.31    Jul 15, 1992    3,345.42    Oct 8, 1992     3,176.03
Apr 21, 1992    3,343.25    Jul 16, 1992    3,361.63    Oct 9, 1992     3,136.58
Apr 22, 1992    3,338.77    Jul 17, 1992    3,331.64    Oct 12, 1992    3,174.41
Apr 23, 1992    3,348.61    Jul 20, 1992    3,303.00    Oct 13, 1992    3,201.42
Apr 24, 1992    3,324.46    Jul 21, 1992    3,308.41    Oct 14, 1992    3,195.48
Apr 27, 1992    3,304.56    Jul 22, 1992    3,277.61    Oct 15, 1992    3,174.68
Apr 28, 1992    3,307.92    Jul 23, 1992    3,290.04    Oct 16, 1992    3,174.41
Apr 29, 1992    3,333.18    Jul 24, 1992    3,285.71    Oct 19, 1992    3,188.45
Apr 30, 1992    3,359.12    Jul 27, 1992    3,282.20    Oct 20, 1992    3,186.02
May 1, 1992     3,336.09    Jul 28, 1992    3,334.07    Oct 21, 1992    3,187.10
May 4, 1992     3,378.13    Jul 29, 1992    3,379.19    Oct 22, 1992    3,200.88
May 5, 1992     3,359.35    Jul 30, 1992    3,391.89    Oct 23, 1992    3,207.64
May 6, 1992     3,369.41    Jul 31, 1992    3,393.78    Oct 26, 1992    3,244.11
May 7, 1992     3,363.37    Aug 3, 1992     3,395.40    Oct 27, 1992    3,235.73
May 8, 1992     3,369.41    Aug 4, 1992     3,384.32    Oct 28, 1992    3,251.40
May 11, 1992    3,397.58    Aug 5, 1992     3,365.14    Oct 29, 1992    3,246.27
May 12, 1992    3,385.12    Aug 6, 1992     3,340.56    Oct 30, 1992    3,226.28
May 13, 1992    3,391.98    Aug 7, 1992     3,332.18    Nov 2, 1992     3,262.21
May 14, 1992    3,368.88    Aug 10, 1992    3,337.58    Nov 3, 1992     3,252.48
May 15, 1992    3,353.09    Aug 11, 1992    3,331.10    Nov 4, 1992     3,223.04
May 18, 1992    3,376.03    Aug 12, 1992    3,320.83    Nov 5, 1992     3,243.84
May 19, 1992    3,397.99    Aug 13, 1992    3,313.27    Nov 6, 1992     3,240.06


                                   Appendix B
                                     page 4
<PAGE>

                          DOW JONES INDUSTRIAL AVERAGE

               Dow Jones                   Dow Jones                   Dow Jones
               Industrial                  Industrial                 Industrial
   Date         Average        Date         Average        Date         Average
- ------------   ----------   ------------   ----------   ------------   ---------
Nov 9, 1992     3,240.87    Feb 4, 1993     3,416.74    May 3, 1993     3,446.46
Nov 10, 1992    3,225.47    Feb 5, 1993     3,442.14    May 4, 1993     3,446.19
Nov 11, 1992    3,240.33    Feb 8, 1993     3,437.54    May 5, 1993     3,449.10
Nov 12, 1992    3,239.79    Feb 9, 1993     3,414.58    May 6, 1993     3,441.90
Nov 13, 1992    3,233.03    Feb 10, 1993    3,412.42    May 7, 1993     3,437.19
Nov 16, 1992    3,205.74    Feb 11, 1993    3,422.69    May 10, 1993    3,443.28
Nov 17, 1992    3,193.32    Feb 12, 1993    3,392.43    May 11, 1993    3,468.75
Nov 18, 1992    3,207.37    Feb 16, 1993    3,309.49    May 12, 1993    3,482.31
Nov 19, 1992    3,209.53    Feb 17, 1993    3,312.19    May 13, 1993    3,447.99
Nov 20, 1992    3,227.36    Feb 18, 1993    3,302.19    May 14, 1993    3,443.01
Nov 23, 1992    3,223.04    Feb 19, 1993    3,322.18    May 17, 1993    3,449.93
Nov 24, 1992    3,248.70    Feb 22, 1993    3,342.99    May 18, 1993    3,444.39
Nov 25, 1992    3,266.26    Feb 23, 1993    3,323.27    May 19, 1993    3,500.03
Nov 27, 1992    3,282.20    Feb 24, 1993    3,356.50    May 20, 1993    3,523.28
Nov 30, 1992    3,305.16    Feb 25, 1993    3,365.14    May 21, 1993    3,492.83
Dec 1, 1992     3,294.36    Feb 26, 1993    3,370.81    May 24, 1993    3,507.78
Dec 2, 1992     3,286.25    Mar 1, 1993     3,355.41    May 25, 1993    3,516.63
Dec 3, 1992     3,276.53    Mar 2, 1993     3,400.53    May 26, 1993    3,540.16
Dec 4, 1992     3,288.68    Mar 3, 1993     3,404.04    May 27, 1993    3,554.83
Dec 7, 1992     3,307.33    Mar 4, 1993     3,398.91    May 28, 1993    3,527.43
Dec 8, 1992     3,322.18    Mar 5, 1993     3,404.58    Jun 1, 1993     3,552.34
Dec 9, 1992     3,323.81    Mar 8, 1993     3,469.42    Jun 2, 1993     3,553.45
Dec 10, 1992    3,312.19    Mar 9, 1993     3,472.12    Jun 3, 1993     3,544.87
Dec 11, 1992    3,304.08    Mar 10, 1993    3,478.34    Jun 4, 1993     3,545.14
Dec 14, 1992    3,292.20    Mar 11, 1993    3,457.00    Jun 7, 1993     3,532.13
Dec 15, 1992    3,284.36    Mar 12, 1993    3,427.82    Jun 8, 1993     3,510.54
Dec 16, 1992    3,255.18    Mar 15, 1993    3,442.41    Jun 9, 1993     3,511.93
Dec 17, 1992    3,269.23    Mar 16, 1993    3,442.95    Jun 10, 1993    3,491.72
Dec 18, 1992    3,313.27    Mar 17, 1993    3,426.74    Jun 11, 1993    3,505.01
Dec 21, 1992    3,312.46    Mar 18, 1993    3,465.64    Jun 14, 1993    3,514.69
Dec 22, 1992    3,321.10    Mar 19, 1993    3,471.58    Jun 15, 1993    3,492.00
Dec 23, 1992    3,313.54    Mar 22, 1993    3,463.48    Jun 16, 1993    3,511.65
Dec 24, 1992    3,326.24    Mar 23, 1993    3,461.86    Jun 17, 1993    3,521.89
Dec 28, 1992    3,333.26    Mar 24, 1993    3,445.38    Jun 18, 1993    3,494.77
Dec 29, 1992    3,310.84    Mar 25, 1993    3,461.32    Jun 21, 1993    3,510.82
Dec 30, 1992    3,321.10    Mar 26, 1993    3,439.98    Jun 22, 1993    3,497.53
Dec 31, 1992    3,301.11    Mar 29, 1993    3,455.10    Jun 23, 1993    3,466.81
Jan 4, 1993     3,309.22    Mar 30, 1993    3,457.27    Jun 24, 1993    3,490.61
Jan 5, 1993     3,307.87    Mar 31, 1993    3,435.11    Jun 25, 1993    3,490.89
Jan 6, 1993     3,305.16    Apr 1, 1993     3,439.44    Jun 28, 1993    3,530.19
Jan 7, 1993     3,268.96    Apr 2, 1993     3,370.81    Jun 29, 1993    3,518.85
Jan 8, 1993     3,251.67    Apr 5, 1993     3,379.19    Jun 30, 1993    3,516.08
Jan 11, 1993    3,262.75    Apr 6, 1993     3,377.57    Jul 1, 1993     3,510.54
Jan 12, 1993    3,264.64    Apr 7, 1993     3,397.02    Jul 2, 1993     3,483.97
Jan 13, 1993    3,263.56    Apr 8, 1993     3,396.48    Jul 6, 1993     3,449.93
Jan 14, 1993    3,267.88    Apr 12, 1993    3,428.09    Jul 7, 1993     3,475.67
Jan 15, 1993    3,271.12    Apr 13, 1993    3,444.03    Jul 8, 1993     3,514.42
Jan 18, 1993    3,274.91    Apr 14, 1993    3,455.64    Jul 9, 1993     3,521.06
Jan 19, 1993    3,255.99    Apr 15, 1993    3,455.92    Jul 12, 1993    3,524.38
Jan 20, 1993    3,241.95    Apr 16, 1993    3,478.61    Jul 13, 1993    3,515.44
Jan 21, 1993    3,253.02    Apr 19, 1993    3,466.99    Jul 14, 1993    3,542.55
Jan 22, 1993    3,256.81    Apr 20, 1993    3,443.49    Jul 15, 1993    3,550.93
Jan 25, 1993    3,292.20    Apr 21, 1993    3,439.44    Jul 16, 1993    3,528.29
Jan 26, 1993    3,298.95    Apr 22, 1993    3,429.17    Jul 19, 1993    3,535.28
Jan 27, 1993    3,291.39    Apr 23, 1993    3,413.77    Jul 20, 1993    3,544.78
Jan 28, 1993    3,306.25    Apr 26, 1993    3,398.37    Jul 21, 1993    3,555.40
Jan 29, 1993    3,310.03    Apr 27, 1993    3,415.93    Jul 22, 1993    3,525.22
Feb 1, 1993     3,332.18    Apr 28, 1993    3,413.50    Jul 23, 1993    3,546.74
Feb 2, 1993     3,328.67    Apr 29, 1993    3,425.12    Jul 26, 1993    3,567.70
Feb 3, 1993     3,373.79    Apr 30, 1993    3,427.55    Jul 27, 1993    3,565.46


                                   Appendix B
                                     page 5
<PAGE>
                          DOW JONES INDUSTRIAL AVERAGE

               Dow Jones                   Dow Jones                   Dow Jones
               Industrial                  Industrial                 Industrial
   Date         Average        Date         Average        Date         Average
- ------------   ----------   ------------   ----------   ------------   ---------
Jul 28, 1993    3,553.45    Oct 21, 1993    3,636.16    Jan 17, 1994    3,870.29
Jul 29, 1993    3,567.42    Oct 22, 1993    3,649.30    Jan 18, 1994    3,870.29
Jul 30, 1993    3,539.47    Oct 25, 1993    3,673.61    Jan 19, 1994    3,884.37
Aug 2, 1993     3,560.99    Oct 26, 1993    3,672.49    Jan 20, 1994    3,891.96
Aug 3, 1993     3,561.27    Oct 27, 1993    3,664.66    Jan 21, 1994    3,914.48
Aug 4, 1993     3,552.05    Oct 28, 1993    3,687.86    Jan 24, 1994    3,912.79
Aug 5, 1993     3,548.97    Oct 29, 1993    3,680.59    Jan 25, 1994    3,895.34
Aug 6, 1993     3,560.43    Nov 1, 1993     3,692.61    Jan 26, 1994    3,908.00
Aug 9, 1993     3,576.08    Nov 2, 1993     3,697.64    Jan 27, 1994    3,926.30
Aug 10, 1993    3,572.73    Nov 3, 1993     3,661.87    Jan 28, 1994    3,945.43
Aug 11, 1993    3,583.35    Nov 4, 1993     3,624.98    Jan 31, 1994    3,978.36
Aug 12, 1993    3,569.09    Nov 5, 1993     3,643.43    Feb 1, 1994     3,964.01
Aug 13, 1993    3,569.65    Nov 8, 1993     3,647.90    Feb 2, 1994     3,975.54
Aug 16, 1993    3,579.15    Nov 9, 1993     3,640.07    Feb 3, 1994     3,967.66
Aug 17, 1993    3,586.98    Nov 10, 1993    3,663.55    Feb 4, 1994     3,871.42
Aug 18, 1993    3,604.86    Nov 11, 1993    3,662.43    Feb 7, 1994     3,906.32
Aug 19, 1993    3,612.13    Nov 12, 1993    3,684.51    Feb 8, 1994     3,906.03
Aug 20, 1993    3,615.48    Nov 15, 1993    3,677.52    Feb 9, 1994     3,931.92
Aug 23, 1993    3,605.98    Nov 16, 1993    3,710.77    Feb 10, 1994    3,895.34
Aug 24, 1993    3,638.96    Nov 17, 1993    3,704.35    Feb 11, 1994    3,894.78
Aug 25, 1993    3,652.09    Nov 18, 1993    3,685.34    Feb 14, 1994    3,904.06
Aug 26, 1993    3,648.18    Nov 19, 1993    3,694.01    Feb 15, 1994    3,928.27
Aug 27, 1993    3,640.63    Nov 22, 1993    3,670.25    Feb 16, 1994    3,937.27
Aug 30, 1993    3,643.99    Nov 23, 1993    3,674.17    Feb 17, 1994    3,922.64
Aug 31, 1993    3,651.25    Nov 24, 1993    3,687.58    Feb 18, 1994    3,887.46
Sep 1, 1993     3,645.10    Nov 26, 1993    3,683.95    Feb 22, 1994    3,911.66
Sep 2, 1993     3,626.10    Nov 29, 1993    3,677.80    Feb 23, 1994    3,891.68
Sep 3, 1993     3,633.93    Nov 30, 1993    3,683.95    Feb 24, 1994    3,839.90
Sep 7, 1993     3,607.10    Dec 1, 1993     3,697.08    Feb 25, 1994    3,838.78
Sep 8, 1993     3,588.93    Dec 2, 1993     3,702.11    Feb 28, 1994    3,832.02
Sep 9, 1993     3,589.49    Dec 3, 1993     3,704.07    Mar 1, 1994     3,809.23
Sep 10, 1993    3,621.63    Dec 6, 1993     3,710.21    Mar 2, 1994     3,831.74
Sep 13, 1993    3,634.21    Dec 7, 1993     3,718.88    Mar 3, 1994     3,824.42
Sep 14, 1993    3,615.76    Dec 8, 1993     3,734.53    Mar 4, 1994     3,832.30
Sep 15, 1993    3,633.65    Dec 9, 1993     3,729.78    Mar 7, 1994     3,856.22
Sep 16, 1993    3,630.85    Dec 10, 1993    3,740.67    Mar 8, 1994     3,851.72
Sep 17, 1993    3,613.25    Dec 13, 1993    3,764.43    Mar 9, 1994     3,853.41
Sep 20, 1993    3,575.80    Dec 14, 1993    3,742.63    Mar 10, 1994    3,830.62
Sep 21, 1993    3,537.24    Dec 15, 1993    3,716.92    Mar 11, 1994    3,862.70
Sep 22, 1993    3,547.02    Dec 16, 1993    3,726.14    Mar 14, 1994    3,862.98
Sep 23, 1993    3,539.75    Dec 17, 1993    3,751.57    Mar 15, 1994    3,849.59
Sep 24, 1993    3,543.11    Dec 20, 1993    3,755.21    Mar 16, 1994    3,848.15
Sep 27, 1993    3,567.70    Dec 21, 1993    3,745.15    Mar 17, 1994    3,865.14
Sep 28, 1993    3,566.02    Dec 22, 1993    3,762.19    Mar 18, 1994    3,895.65
Sep 29, 1993    3,566.30    Dec 23, 1993    3,757.72    Mar 21, 1994    3,864.85
Sep 30, 1993    3,555.12    Dec 27, 1993    3,792.93    Mar 22, 1994    3,862.55
Oct 1, 1993     3,581.11    Dec 28, 1993    3,793.77    Mar 23, 1994    3,869.46
Oct 4, 1993     3,577.76    Dec 29, 1993    3,794.33    Mar 24, 1994    3,821.09
Oct 5, 1993     3,587.26    Dec 30, 1993    3,775.88    Mar 25, 1994    3,774.73
Oct 6, 1993     3,598.99    Dec 31, 1993    3,754.09    Mar 28, 1994    3,762.35
Oct 7, 1993     3,583.63    Jan 3, 1994     3,756.60    Mar 29, 1994    3,699.02
Oct 8, 1993     3,584.74    Jan 4, 1994     3,783.90    Mar 30, 1994    3,626.75
Oct 11, 1993    3,593.41    Jan 5, 1994     3,798.82    Mar 31, 1994    3,635.96
Oct 12, 1993    3,593.13    Jan 6, 1994     3,803.88    Apr 4, 1994     3,593.35
Oct 13, 1993    3,603.19    Jan 7, 1994     3,820.77    Apr 5, 1994     3,675.41
Oct 14, 1993    3,621.63    Jan 10, 1994    3,865.51    Apr 6, 1994     3,679.73
Oct 15, 1993    3,629.73    Jan 11, 1994    3,850.31    Apr 7, 1994     3,693.26
Oct 18, 1993    3,642.31    Jan 12, 1994    3,848.63    Apr 8, 1994     3,674.26
Oct 19, 1993    3,635.32    Jan 13, 1994    3,842.43    Apr 11, 1994    3,688.83
Oct 20, 1993    3,645.10    Jan 14, 1994    3,867.20    Apr 12, 1994    3,681.69


                                   Appendix B
                                     page 6
<PAGE>
                          DOW JONES INDUSTRIAL AVERAGE

               Dow Jones                   Dow Jones                   Dow Jones
               Industrial                  Industrial                 Industrial
   Date         Average        Date         Average        Date         Average
- ------------   ----------   ------------   ----------   ------------   ---------
Apr 13, 1994    3,661.47    Jul 11, 1994    3,703.00    Oct 4, 1994     3,801.13
Apr 14, 1994    3,663.25    Jul 12, 1994    3,702.66    Oct 5, 1994     3,787.34
Apr 15, 1994    3,661.47    Jul 13, 1994    3,704.28    Oct 6, 1994     3,775.56
Apr 18, 1994    3,620.42    Jul 14, 1994    3,739.26    Oct 7, 1994     3,797.43
Apr 19, 1994    3,619.82    Jul 15, 1994    3,753.82    Oct 10, 1994    3,821.32
Apr 20, 1994    3,598.71    Jul 18, 1994    3,755.44    Oct 11, 1994    3,876.83
Apr 21, 1994    3,652.54    Jul 19, 1994    3,748.31    Oct 12, 1994    3,875.15
Apr 22, 1994    3,648.68    Jul 20, 1994    3,727.27    Oct 13, 1994    3,889.95
Apr 25, 1994    3,705.78    Jul 21, 1994    3,732.45    Oct 14, 1994    3,910.47
Apr 26, 1994    3,699.54    Jul 22, 1994    3,735.04    Oct 17, 1994    3,923.93
Apr 28, 1994    3,668.31    Jul 25, 1994    3,741.84    Oct 18, 1994    3,917.54
Apr 29, 1994    3,681.69    Jul 26, 1994    3,735.68    Oct 19, 1994    3,936.04
May 2, 1994     3,701.02    Jul 27, 1994    3,720.47    Oct 20, 1994    3,911.15
May 3, 1994     3,714.41    Jul 28, 1994    3,730.83    Oct 21, 1994    3,891.30
May 4, 1994     3,697.75    Jul 29, 1994    3,764.50    Oct 24, 1994    3,855.30
May 5, 1994     3,695.97    Aug 1, 1994     3,798.17    Oct 25, 1994    3,850.59
May 6, 1994     3,669.50    Aug 2, 1994     3,796.22    Oct 26, 1994    3,848.23
May 9, 1994     3,629.04    Aug 3, 1994     3,792.66    Oct 27, 1994    3,875.15
May 10, 1994    3,656.41    Aug 4, 1994     3,765.79    Oct 28, 1994    3,930.66
May 11, 1994    3,629.04    Aug 5, 1994     3,747.02    Oct 31, 1994    3,908.12
May 12, 1994    3,652.84    Aug 8, 1994     3,753.81    Nov 1, 1994     3,863.37
May 13, 1994    3,659.68    Aug 9, 1994     3,755.76    Nov 2, 1994     3,837.13
May 16, 1994    3,671.50    Aug 10, 1994    3,766.76    Nov 3, 1994     3,845.88
May 17, 1994    3,720.61    Aug 11, 1994    3,750.90    Nov 4, 1994     3,807.52
May 18, 1994    3,732.89    Aug 12, 1994    3,768.71    Nov 7, 1994     3,808.87
May 19, 1994    3,758.98    Aug 15, 1994    3,760.29    Nov 8, 1994     3,830.74
May 20, 1994    3,766.36    Aug 16, 1994    3,784.57    Nov 9, 1994     3,831.75
May 23, 1994    3,742.40    Aug 17, 1994    3,776.48    Nov 10, 1994    3,821.99
May 24, 1994    3,745.16    Aug 18, 1994    3,755.43    Nov 11, 1994    3,801.47
May 25, 1994    3,755.30    Aug 19, 1994    3,755.11    Nov 14, 1994    3,829.73
May 26, 1994    3,753.50    Aug 22, 1994    3,751.22    Nov 15, 1994    3,826.36
May 27, 1994    3,757.10    Aug 23, 1994    3,775.83    Nov 16, 1994    3,845.20
May 31, 1994    3,758.40    Aug 24, 1994    3,846.73    Nov 17, 1994    3,828.05
Jun 1, 1994     3,760.84    Aug 25, 1994    3,829.89    Nov 18, 1994    3,815.26
Jun 2, 1994     3,759.00    Aug 26, 1994    3,881.05    Nov 21, 1994    3,769.51
Jun 3, 1994     3,772.20    Aug 29, 1994    3,898.85    Nov 22, 1994    3,677.99
Jun 6, 1994     3,768.52    Aug 30, 1994    3,917.30    Nov 23, 1994    3,674.63
Jun 7, 1994     3,755.92    Aug 31, 1994    3,913.42    Nov 25, 1994    3,708.27
Jun 8, 1994     3,749.50    Sep 1, 1994     3,901.44    Nov 28, 1994    3,739.56
Jun 9, 1994     3,753.14    Sep 2, 1994     3,885.58    Nov 29, 1994    3,738.55
Jun 10, 1994    3,773.50    Sep 6, 1994     3,898.70    Nov 30, 1994    3,739.23
Jun 13, 1994    3,783.12    Sep 7, 1994     3,886.25    Dec 1, 1994     3,700.87
Jun 14, 1994    3,814.80    Sep 8, 1994     3,908.46    Dec 2, 1994     3,745.62
Jun 15, 1994    3,790.40    Sep 9, 1994     3,874.81    Dec 5, 1994     3,741.92
Jun 16, 1994    3,811.34    Sep 12, 1994    3,860.34    Dec 6, 1994     3,745.95
Jun 17, 1994    3,776.80    Sep 13, 1994    3,879.86    Dec 7, 1994     3,735.52
Jun 20, 1994    3,741.90    Sep 14, 1994    3,895.33    Dec 8, 1994     3,685.73
Jun 21, 1994    3,707.98    Sep 15, 1994    3,953.88    Dec 9, 1994     3,691.11
Jun 22, 1994    3,724.78    Sep 16, 1994    3,933.35    Dec 12, 1994    3,718.37
Jun 23, 1994    3,699.10    Sep 19, 1994    3,936.72    Dec 13, 1994    3,715.34
Jun 24, 1994    3,636.94    Sep 20, 1994    3,869.09    Dec 14, 1994    3,746.29
Jun 27, 1994    3,685.50    Sep 21, 1994    3,851.60    Dec 15, 1994    3,765.47
Jun 28, 1994    3,669.64    Sep 22, 1994    3,837.13    Dec 16, 1994    3,807.19
Jun 29, 1994    3,667.06    Sep 23, 1994    3,831.75    Dec 19, 1994    3,790.70
Jun 30, 1994    3,624.96    Sep 26, 1994    3,849.24    Dec 20, 1994    3,767.15
Jul 1, 1994     3,646.66    Sep 27, 1994    3,863.04    Dec 21, 1994    3,801.80
Jul 5, 1994     3,652.48    Sep 28, 1994    3,878.18    Dec 22, 1994    3,814.92
Jul 6, 1994     3,674.50    Sep 29, 1994    3,854.63    Dec 23, 1994    3,833.43
Jul 7, 1994     3,688.42    Sep 30, 1994    3,843.19    Dec 27, 1994    3,861.69
Jul 8, 1994     3,709.14    Oct 3, 1994     3,846.89    Dec 28, 1994    3,839.49


                                   Appendix B
                                     page 7
<PAGE>
                          DOW JONES INDUSTRIAL AVERAGE

               Dow Jones                   Dow Jones                   Dow Jones
               Industrial                  Industrial                 Industrial
   Date         Average        Date         Average        Date         Average
- ------------   ----------   ------------   ----------   ------------   ---------
Dec 29, 1994    3,833.43    Mar 27, 1995    4,157.34    Jun 21, 1995    4,547.10
Dec 30, 1994    3,834.44    Mar 28, 1995    4,151.81    Jun 22, 1995    4,589.64
Jan 3, 1995     3,838.48    Mar 29, 1995    4,160.80    Jun 23, 1995    4,585.84
Jan 4, 1995     3,857.65    Mar 30, 1995    4,172.56    Jun 26, 1995    4,551.25
Jan 5, 1995     3,850.92    Mar 31, 1995    4,157.69    Jun 27, 1995    4,542.61
Jan 6, 1995     3,867.41    Apr 3, 1995     4,168.41    Jun 28, 1995    4,556.79
Jan 9, 1995     3,861.35    Apr 4, 1995     4,201.61    Jun 29, 1995    4,550.56
Jan 10, 1995    3,866.74    Apr 5, 1995     4,200.57    Jun 30, 1995    4,556.10
Jan 11, 1995    3,862.03    Apr 6, 1995     4,205.41    Jul 3, 1995     4,585.15
Jan 12, 1995    3,859.00    Apr 7, 1995     4,192.62    Jul 5, 1995     4,615.23
Jan 13, 1995    3,908.46    Apr 10, 1995    4,198.15    Jul 6, 1995     4,664.00
Jan 16, 1995    3,932.34    Apr 11, 1995    4,187.08    Jul 7, 1995     4,702.73
Jan 17, 1995    3,930.66    Apr 12, 1995    4,197.81    Jul 10, 1995    4,702.39
Jan 18, 1995    3,928.98    Apr 13, 1995    4,208.18    Jul 11, 1995    4,680.60
Jan 19, 1995    3,882.21    Apr 17, 1995    4,195.38    Jul 12, 1995    4,727.29
Jan 20, 1995    3,869.43    Apr 18, 1995    4,179.13    Jul 13, 1995    4,727.48
Jan 23, 1995    3,867.41    Apr 19, 1995    4,207.49    Jul 14, 1995    4,708.82
Jan 24, 1995    3,862.70    Apr 20, 1995    4,230.66    Jul 17, 1995    4,736.29
Jan 25, 1995    3,871.45    Apr 21, 1995    4,270.09    Jul 18, 1995    4,686.28
Jan 26, 1995    3,870.44    Apr 24, 1995    4,303.98    Jul 19, 1995    4,628.87
Jan 27, 1995    3,857.99    Apr 25, 1995    4,300.17    Jul 20, 1995    4,641.55
Jan 30, 1995    3,832.08    Apr 26, 1995    4,299.83    Jul 21, 1995    4,641.55
Jan 31, 1995    3,843.86    Apr 27, 1995    4,314.70    Jul 24, 1995    4,668.67
Feb 1, 1995     3,847.56    Apr 28, 1995    4,321.27    Jul 25, 1995    4,714.45
Feb 2, 1995     3,870.77    May 1, 1995     4,316.08    Jul 26, 1995    4,707.06
Feb 3, 1995     3,928.64    May 2, 1995     4,328.88    Jul 27, 1995    4,732.77
Feb 6, 1995     3,937.73    May 3, 1995     4,373.15    Jul 28, 1995    4,715.51
Feb 7, 1995     3,937.39    May 4, 1995     4,359.66    Jul 31, 1995    4,708.47
Feb 8, 1995     3,935.37    May 5, 1995     4,343.40    Aug 1, 1995     4,700.37
Feb 9, 1995     3,932.68    May 8, 1995     4,383.87    Aug 2, 1995     4,690.15
Feb 10, 1995    3,939.07    May 9, 1995     4,390.78    Aug 3, 1995     4,701.42
Feb 13, 1995    3,954.21    May 10, 1995    4,404.62    Aug 4, 1995     4,683.46
Feb 14, 1995    3,958.25    May 11, 1995    4,411.19    Aug 7, 1995     4,693.32
Feb 15, 1995    3,986.17    May 12, 1995    4,430.56    Aug 8, 1995     4,693.32
Feb 16, 1995    3,987.52    May 15, 1995    4,437.47    Aug 9, 1995     4,671.49
Feb 17, 1995    3,953.54    May 16, 1995    4,435.05    Aug 10, 1995    4,643.66
Feb 21, 1995    3,963.97    May 17, 1995    4,422.60    Aug 11, 1995    4,618.30
Feb 22, 1995    3,973.05    May 18, 1995    4,340.64    Aug 14, 1995    4,659.86
Feb 23, 1995    4,003.33    May 19, 1995    4,341.33    Aug 15, 1995    4,640.84
Feb 24, 1995    4,011.74    May 22, 1995    4,395.63    Aug 16, 1995    4,639.08
Feb 27, 1995    3,988.57    May 23, 1995    4,436.44    Aug 17, 1995    4,630.63
Feb 28, 1995    4,011.05    May 24, 1995    4,438.16    Aug 18, 1995    4,617.60
Mar 1, 1995     3,994.80    May 25, 1995    4,412.23    Aug 21, 1995    4,614.78
Mar 2, 1995     3,979.93    May 26, 1995    4,369.00    Aug 22, 1995    4,620.42
Mar 3, 1995     3,989.61    May 30, 1995    4,378.68    Aug 23, 1995    4,584.85
Mar 6, 1995     3,997.56    May 31, 1995    4,465.14    Aug 24, 1995    4,580.62
Mar 7, 1995     3,962.63    Jun 1, 1995     4,472.75    Aug 25, 1995    4,601.40
Mar 8, 1995     3,979.23    Jun 2, 1995     4,444.39    Aug 28, 1995    4,594.00
Mar 9, 1995     3,983.39    Jun 5, 1995     4,476.55    Aug 29, 1995    4,608.44
Mar 10, 1995    4,035.61    Jun 6, 1995     4,485.20    Aug 30, 1995    4,604.57
Mar 13, 1995    4,025.23    Jun 7, 1995     4,462.03    Aug 31, 1995    4,610.56
Mar 14, 1995    4,048.75    Jun 8, 1995     4,458.57    Sep 1, 1995     4,647.54
Mar 15, 1995    4,038.37    Jun 9, 1995     4,423.99    Sep 5, 1995     4,670.08
Mar 16, 1995    4,069.15    Jun 12, 1995    4,446.46    Sep 6, 1995     4,683.81
Mar 17, 1995    4,073.65    Jun 13, 1995    4,484.51    Sep 7, 1995     4,669.72
Mar 20, 1995    4,083.68    Jun 14, 1995    4,491.08    Sep 8, 1995     4,700.72
Mar 21, 1995    4,072.61    Jun 15, 1995    4,496.27    Sep 11, 1995    4,704.94
Mar 22, 1995    4,082.99    Jun 16, 1995    4,510.79    Sep 12, 1995    4,747.21
Mar 23, 1995    4,087.83    Jun 19, 1995    4,553.68    Sep 13, 1995    4,765.52
Mar 24, 1995    4,138.67    Jun 20, 1995    4,550.56    Sep 14, 1995    4,801.80

                                   Appendix B
                                     page 8
<PAGE>
                          DOW JONES INDUSTRIAL AVERAGE
   
               Dow Jones                   Dow Jones                   Dow Jones
               Industrial                  Industrial                 Industrial
   Date         Average        Date         Average        Date         Average
- ------------   ----------   ------------   ----------   ------------   ---------
Sep 15, 1995    4,797.57    Dec 11, 1995    5,184.32    Mar 7, 1996     5,641,69
Sep 18, 1995    4,780.41    Dec 12, 1995    5,174.92    Mar 8, 1996     5,470.45
Sep 19, 1995    4,767.04    Dec 13, 1995    5,216.47    Mar 11, 1996    5,581.00
Sep 20, 1995    4,792.69    Dec 14, 1995    5,182.15    Mar 12, 1996    5,583.89
Sep 21, 1995    4,767.40    Dec 15, 1995    5,176.73    Mar 13, 1996    5,568.72
Sep 22, 1995    4,764.15    Dec 18, 1995    5,075.21    Mar 14, 1996    5,586.06
Sep 25, 1995    4,769.93    Dec 19, 1995    5,109.89    Mar 15, 1996    5,584.97
Sep 26, 1995    4,765.60    Dec 20, 1995    5,059.32    Mar 18, 1996    5,683.60
Sep 27, 1995    4,762.35    Dec 21, 1995    5,096.53    Mar 19, 1996    5,669.51
Sep 28, 1995    4,787.64    Dec 22, 1995    5,097.97    Mar 20, 1996    5,655.42
Sep 29, 1995    4,789.08    Dec 26, 1995    5,110.26    Mar 21, 1996    5,626.88
Oct 2, 1995     4,761.26    Dec 27, 1995    5,105.92    Mar 22, 1996    5,636.64
Oct 3, 1995     4,749.70    Dec 28, 1995    5,095.80    Mar 25, 1996    5,643.86
Oct 4, 1995     4,740.67    Dec 29, 1995    5,117.12    Mar 26, 1996    5,670.60
Oct 5, 1995     4,762.71    Jan 2, 1996     5,177.45    Mar 27, 1996    5,626.88
Oct 6, 1995     4,769.21    Jan 3, 1996     5,194.07    Mar 28, 1996    5,630.85
Oct 9, 1995     4,726.22    Jan 4, 1996     5,173.84    Mar 29, 1996    5,587.14
Oct 10, 1995    4,720.80    Jan 5, 1996     5,181.43    Apr 1, 1996     5,637.72
Oct 11, 1995    4,735.25    Jan 8, 1996     5,197.68    Apr 2, 1996     5,671.68
Oct 12, 1995    4,764.88    Jan 9, 1996     5,130.13    Apr 3, 1996     5,689.74
Oct 13, 1995    4,793.78    Jan 10, 1996    5,032.94    Apr 4, 1996     5,682.88
Oct 16, 1995    4,784.38    Jan 11, 1996    5,065.10    Apr 8, 1996     5,594.37
Oct 17, 1995    4,795.94    Jan 12, 1996    5,061.12    Apr 9, 1996     5,560.41
Oct 18, 1995    4,777.52    Jan 15, 1996    5,043.78    Apr 10, 1996    5,485.98
Oct 19, 1995    4,802.45    Jan 16, 1996    5,088.22    Apr 11, 1996    5,487.07
Oct 20, 1995    4,794.86    Jan 17, 1996    5,066.90    Apr 12, 1996    5,532.50
Oct 23, 1995    4,755.48    Jan 18, 1996    5,124.35    Apr 15, 1996    5,592.92
Oct 24, 1995    4,783.66    Jan 19, 1996    5,184.68    Apr 16, 1996    5,620.02
Oct 25, 1995    4,753.68    Jan 22, 1996    5,219.36    Apr 17, 1996    5,549.93
Oct 26, 1995    4,703.82    Jan 23, 1996    5,192.27    Apr 18, 1996    5,551.74
Oct 27, 1995    4,741.75    Jan 24, 1996    5,242.84    Apr 19, 1996    5,535.48
Oct 30, 1995    4,756.57    Jan 25, 1996    5,216.83    Apr 22, 1996    5,564.74
Oct 31, 1995    4,755.48    Jan 26, 1996    5,271.75    Apr 23, 1996    5,588.59
Nov 1, 1995     4,766.68    Jan 29, 1996    5,304.98    Apr 24, 1996    5,553.90
Nov 2, 1995     4,808.59    Jan 30, 1996    5,381.21    Apr 25, 1996    5,566.91
Nov 3, 1995     4,825.57    Jan 31, 1996    5,395.30    Apr 26, 1996    5,567.99
Nov 6, 1995     4,814.01    Feb 1, 1996     5,405.06    Apr 29, 1996    5,573.41
Nov 7, 1995     4,797.03    Feb 2, 1996     5,373.99    Apr 30, 1996    5,569.08
Nov 8, 1995     4,852.67    Feb 5, 1996     5,407.59    May 1, 1996     5,575.22
Nov 9, 1995     4,864.23    Feb 6, 1996     5,459.61    May 2, 1996     5,498.27
Nov 10, 1995    4,870.37    Feb 7, 1996     5,492.12    May 3, 1996     5,478.03
Nov 13, 1995    4,872.90    Feb 8, 1996     5,539.45    May 6, 1996     5,464.31
Nov 14, 1995    4,871.81    Feb 9, 1996     5,541.62    May 7, 1996     5,420.95
Nov 15, 1995    4,922.75    Feb 12, 1996    5,600.15    May 8, 1996     5,474.06
Nov 16, 1995    4,969.36    Feb 13, 1996    5,601.23    May 9, 1996     5,475.14
Nov 17, 1995    4,989.95    Feb 14, 1996    5,579.55    May 10, 1996    5,518.14
Nov 20, 1995    4,983.09    Feb 15, 1996    5,551.37    May 13, 1996    5,582.60
Nov 21, 1995    5,023.55    Feb 16, 1996    5,503.32    May 14, 1996    5,624.71
Nov 22, 1995    5,041.61    Feb 20, 1996    5,458.53    May 15, 1996    5,625.44
Nov 24, 1995    5,048.84    Feb 21, 1996    5,515.97    May 16, 1996    5,635.05
Nov 27, 1995    5,070.88    Feb 22, 1996    5,608.46    May 17, 1996    5,687.50
Nov 28, 1995    5,078.10    Feb 23, 1996    5,630.49    May 20, 1996    5,748.82
Nov 29, 1995    5,105.56    Feb 26, 1996    5,565.10    May 21, 1996    5,736.26
Nov 30, 1995    5,074.49    Feb 27, 1996    5,549.21    May 22, 1996    5,778.00
Dec 1, 1995     5,087.13    Feb 28, 1996    5,506.21    May 23, 1996    5,762.12
Dec 4, 1995     5,139.52    Feb 29, 1996    5,485.62    May 24, 1996    5,762.86
Dec 5, 1995     5,177.45    Mar 1, 1996     5,536.56    May 28, 1996    5,709.67
Dec 6, 1995     5,199.13    Mar 4, 1996     5,600.15    May 29, 1996    5,673.83
Dec 7, 1995     5,159.39    Mar 5, 1996     5,642.42    May 30, 1996    5,693.41
Dec 8, 1995     5,156.86    Mar 6, 1996     5,629.77    May 31, 1996    5,643.18




                                   Appendix B
                                     page 9






<PAGE>
                          DOW JONES INDUSTRIAL AVERAGE

               Dow Jones                   Dow Jones                   Dow Jones
               Industrial                  Industrial                 Industrial
   Date         Average        Date         Average        Date         Average
- ------------   ----------   ------------   ----------   ------------   ---------
Jun 3, 1996     5,624.71    Aug 27, 1996    5,711.27   Nov 20, 1996     6,430.02
Jun 4, 1996     5,665.71    Aug 28, 1996    5,712.38   Nov 21, 1996     6,418.47
Jun 5, 1996     5,697.48    Aug 29, 1996    5,647.65   Nov 22, 1996     6,471.76
Jun 6, 1996     5,667.19    Aug 30, 1996    5,616.21   Nov 25, 1996     6,547.79
Jun 7, 1996     5,697.11    Sep 3, 1996     5,648.39   Nov 26, 1996     6,528.41
Jun 10, 1996    5,687.87    Sep 4, 1996     5,656.90   Nov 27, 1996     6,499.34
Jun 11, 1996    5,668.66    Sep 5, 1996     5,606.96   Nov 29, 1996     6,521.70
Jun 12, 1996    5,668.29    Sep 6, 1996     5,659.86   Dec 2, 1996      6,521.70
Jun 13, 1996    5,657.95    Sep 9, 1996     5,733.84   Dec 3, 1996      6,442.69
Jun 14, 1996    5,649.45    Sep 10, 1996    5,727.18   Dec 4, 1996      6,422.94
Jun 17, 1996    5,652.78    Sep 11, 1996    5,754.92   Dec 5, 1996      6,437.10
Jun 18, 1996    5,628.03    Sep 12, 1996    5,771.94   Dec 6, 1996      6,381.94
Jun 19, 1996    5,648.35    Sep 13, 1996    5,838.52   Dec 9, 1996      6,463.94
Jun 20, 1996    5,659.43    Sep 16, 1996    5,889.20   Dec 10, 1996     6,473.25
Jun 21, 1996    5,705.23    Sep 17, 1996    5,888.83   Dec 11, 1996     6,402.52
Jun 24, 1996    5,717.79    Sep 18, 1996    5,877.36   Dec 12, 1996     6,303.71
Jun 25, 1996    5,719.27    Sep 19, 1996    5,867.74   Dec 13, 1996     6,304.87
Jun 26, 1996    5,682.70    Sep 20, 1996    5,888.46   Dec 16, 1996     6,268.35
Jun 27, 1996    5,677.53    Sep 23, 1996    5,894.74   Dec 17, 1996     6,308.33
Jun 28, 1996    5,654.63    Sep 24, 1996    5,874.03   Dec 18, 1996     6,346.77
Jul 1, 1996     5,729.98    Sep 25, 1996    5,877.36   Dec 19, 1996     6,473.64
Jul 2, 1996     5,720.38    Sep 26, 1996    5,868.85   Dec 20, 1996     6,484.40
Jul 3, 1996     5,703.02    Sep 27, 1996    5,872.92   Dec 23, 1996     6,489.02
Jul 5, 1996     5,588.14    Sep 30, 1996    5,882.17   Dec 24, 1996     6,522.85
Jul 8, 1996     5,550.83    Oct 1, 1996     5,904.90   Dec 26, 1996     6,546.68
Jul 9, 1996     5,581.86    Oct 2, 1996     5,933.97   Dec 27, 1996     6,560.91
Jul 10, 1996    5,603.65    Oct 3, 1996     5,932.85   Dec 30, 1996     6,549.37
Jul 11, 1996    5,520.54    Oct 4, 1996     5,992.86   Dec 31, 1996     6,448.27
Jul 12, 1996    5,510.56    Oct 7, 1996     5,979.81   Jan 2, 1997      6,442.49
Jul 15, 1996    5,349.51    Oct 8, 1996     5,966.77   Jan 3, 1997      6,544.09
Jul 16, 1996    5,358.76    Oct 9, 1996     5,930.62   Jan 6, 1997      6,567.18
Jul 17, 1996    5,376.88    Oct 10, 1996    5,921.67   Jan 7, 1997      6,600.66
Jul 18, 1996    5,464.18    Oct 11, 1996    5,969.38   Jan 8, 1997      6,549.48
Jul 19, 1996    5,426.82    Oct 14, 1996    6,010.00   Jan 9, 1997      6,625.67
Jul 22, 1996    5,390.94    Oct 15, 1996    6,004.78   Jan 10, 1997     6,703.79
Jul 23, 1996    5,346.55    Oct 16, 1996    6,020.81   Jan 13, 1997     6,709.18
Jul 24, 1996    5,354.69    Oct 17, 1996    6,059.20   Jan 14, 1997     6,762.29
Jul 25, 1996    5,422.01    Oct 18, 1996    6,094.23   Jan 15, 1997     6,726.88
Jul 26, 1996    5,473.06    Oct 21, 1996    6,090.87   Jan 16, 1997     6,765.37
Jul 29, 1996    5,434.59    Oct 22, 1996    6,061.80   Jan 17, 1997     6,833.10
Jul 30, 1996    5,481.93    Oct 23, 1996    6,036.46   Jan 20, 1997     6,843.87
Jul 31, 1996    5,528.91    Oct 24, 1996    5,992.48   Jan 21, 1997     6,883.90
Aug 1, 1996     5,594.75    Oct 25, 1996    6,007.02   Jan 22, 1997     6,850.03
Aug 2, 1996     5,679.83    Oct 28, 1996    5,972.73   Jan 23, 1997     6,755.75
Aug 5, 1996     5,674.28    Oct 29, 1996    6,007.02   Jan 24, 1997     6,696.48
Aug 6, 1996     5,696.11    Oct 30, 1996    5,993.23   Jan 27, 1997     6,660.69
Aug 7, 1996     5,718.67    Oct 31, 1996    6,029.38   Jan 28, 1997     6,656.08
Aug 8, 1996     5,713.49    Nov 1, 1996     6,021.93   Jan 29, 1997     6,740.74
Aug 9, 1996     5,681.31    Nov 4, 1996     6,041.68   Jan 30, 1997     6,823.86
Aug 12, 1996    5,704.98    Nov 5, 1996     6,081.18   Jan 31, 1997     6,813.09
Aug 13, 1996    5,647.28    Nov 6, 1996     6,177.71
Aug 14, 1996    5,666.88    Nov 7, 1996     6,206.04
Aug 15, 1996    5,665.78    Nov 8, 1996     6,219.82
Aug 16, 1996    5,689.45    Nov 11, 1996    6,255.60
Aug 19, 1996    5,699.44    Nov 12, 1996    6,266.04
Aug 20, 1996    5,721.26    Nov 13, 1996    6,274.24
Aug 21, 1996    5,689.82    Nov 14, 1996    6,313.00
Aug 22, 1996    5,733.47    Nov 15, 1996    6,348.03
Aug 23, 1996    5,722.74    Nov 18, 1996    6,346.91
Aug 26, 1996    5,693.89    Nov 19, 1996    6,397.60












                                   Appendix B
                                     page 10
    




<PAGE>
                        Standard Poor's 500 Stock Index

        Date     S&P500             Date     S&P500             Date     S&P500
- ------------     ------     ------------     ------     ------------     ------
Jan 2, 1990      359.69     Mar 29, 1990     340.79     Jun 26, 1990     352.06
Jan 3, 1990      358.76     Mar 30, 1990     339.94     Jun 27, 1990     355.14
Jan 4, 1990      355.67     Apr 2, 1990      338.70     Jun 28, 1990     357.63
Jan 5, 1990      352.20     Apr 3, 1990      343.64     Jun 29, 1990     358.02
Jan 8, 1990      353.79     Apr 4, 1990      341.09     Jul 2, 1990      359.54
Jan 9, 1990      349.62     Apr 5, 1990      340.73     Jul 3, 1990      360.16
Jan 10, 1990     347.31     Apr 6, 1990      340.08     Jul 5, 1990      355.68
Jan 11, 1990     348.53     Apr 9, 1990      341.37     Jul 6, 1990      358.42
Jan 12, 1990     339.93     Apr 10, 1990     342.07     Jul 9, 1990      359.52
Jan 15, 1990     337.00     Apr 11, 1990     341.92     Jul 10, 1990     356.49
Jan 16, 1990     340.75     Apr 12, 1990     344.34     Jul 11, 1990     361.23
Jan 17, 1990     337.40     Apr 16, 1990     344.74     Jul 12, 1990     365.44
Jan 18, 1990     338.19     Apr 17, 1990     344.68     Jul 13, 1990     367.31
Jan 19, 1990     339.15     Apr 18, 1990     340.72     Jul 16, 1990     368.95
Jan 22, 1990     330.38     Apr 19, 1990     338.09     Jul 17, 1990     367.52
Jan 23, 1990     331.61     Apr 20, 1990     335.12     Jul 18, 1990     364.22
Jan 24, 1990     330.26     Apr 23, 1990     331.05     Jul 19, 1990     365.32
Jan 25, 1990     326.08     Apr 24, 1990     330.36     Jul 20, 1990     361.61
Jan 26, 1990     325.80     Apr 25, 1990     332.03     Jul 23, 1990     355.31
Jan 29, 1990     325.20     Apr 26, 1990     332.92     Jul 24, 1990     355.79
Jan 30, 1990     322.98     Apr 27, 1990     329.11     Jul 25, 1990     357.09
Jan 31, 1990     329.08     Apr 30, 1990     330.80     Jul 26, 1990     355.91
Feb 1, 1990      328.79     May 1, 1990      332.25     Jul 27, 1990     353.44
Feb 2, 1990      330.92     May 2, 1990      334.48     Jul 30, 1990     355.55
Feb 5, 1990      331.85     May 3, 1990      335.57     Jul 31, 1990     356.15
Feb 6, 1990      329.66     May 4, 1990      338.39     Aug 1, 1990      355.52
Feb 7, 1990      333.75     May 7, 1990      340.53     Aug 2, 1990      351.48
Feb 8, 1990      332.96     May 8, 1990      342.01     Aug 3, 1990      344.86
Feb 9, 1990      333.62     May 9, 1990      347.86     Aug 6, 1990      334.43
Feb 12, 1990     330.08     May 10, 1990     343.82     Aug 7, 1990      334.83
Feb 13, 1990     331.02     May 11, 1990     352.00     Aug 8, 1990      338.35
Feb 14, 1990     332.01     May 14, 1990     354.75     Aug 9, 1990      339.94
Feb 15, 1990     334.89     May 15, 1990     354.28     Aug 10, 1990     335.52
Feb 16, 1990     332.72     May 16, 1990     354.00     Aug 13, 1990     338.84
Feb 20, 1990     327.99     May 17, 1990     354.47     Aug 14, 1990     339.39
Feb 21, 1990     327.67     May 18, 1990     354.64     Aug 15, 1990     340.06
Feb 22, 1990     325.70     May 21, 1990     358.00     Aug 16, 1990     332.39
Feb 23, 1990     324.15     May 22, 1990     358.43     Aug 17, 1990     327.83
Feb 26, 1990     328.67     May 23, 1990     359.29     Aug 20, 1990     328.51
Feb 27, 1990     330.26     May 24, 1990     358.41     Aug 21, 1990     321.86
Feb 28, 1990     331.89     May 25, 1990     354.58     Aug 22, 1990     316.55
Mar 1, 1990      332.74     May 29, 1990     360.65     Aug 23, 1990     307.06
Mar 2, 1990      335.54     May 30, 1990     360.86     Aug 24, 1990     311.51
Mar 5, 1990      333.74     May 31, 1990     361.23     Aug 27, 1990     321.44
Mar 6, 1990      337.93     Jun 1, 1990      363.16     Aug 28, 1990     321.34
Mar 7, 1990      336.95     Jun 4, 1990      367.40     Aug 29, 1990     324.19
Mar 8, 1990      340.27     Jun 5, 1990      366.64     Aug 30, 1990     318.71
Mar 9, 1990      337.93     Jun 6, 1990      364.96     Aug 31, 1990     322.56
Mar 12, 1990     338.67     Jun 7, 1990      363.15     Sep 4, 1990      323.09
Mar 13, 1990     336.00     Jun 8, 1990      358.71     Sep 5, 1990      324.39
Mar 14, 1990     336.87     Jun 11, 1990     361.63     Sep 6, 1990      320.46
Mar 15, 1990     338.07     Jun 12, 1990     366.25     Sep 7, 1990      323.40
Mar 16, 1990     341.91     Jun 13, 1990     364.90     Sep 10, 1990     321.63
Mar 19, 1990     343.53     Jun 14, 1990     362.90     Sep 11, 1990     321.04
Mar 20, 1990     341.57     Jun 15, 1990     362.91     Sep 12, 1990     322.54
Mar 21, 1990     339.74     Jun 18, 1990     356.88     Sep 13, 1990     318.65
Mar 22, 1990     335.65     Jun 19, 1990     358.97     Sep 14, 1990     316.83
Mar 23, 1990     337.22     Jun 20, 1990     359.10     Sep 17, 1990     317.77
Mar 26, 1990     337.63     Jun 21, 1990     360.47     Sep 18, 1990     318.60
Mar 27, 1990     341.50     Jun 22, 1990     355.43     Sep 19, 1990     316.60
Mar 28, 1990     342.00     Jun 25, 1990     352.31     Sep 20, 1990     311.48

                                   Appendix B
                                     page 1
<PAGE>
                        Standard Poor's 500 Stock Index

        Date     S&P500             Date     S&P500             Date     S&P500
- ------------     ------     ------------     ------     ------------     ------
Sep 21, 1990     311.32     Dec 18, 1990     330.05     Mar 19, 1991     366.59
Sep 24, 1990     304.59     Dec 19, 1990     330.20     Mar 20, 1991     367.92
Sep 25, 1990     308.26     Dec 20, 1990     330.12     Mar 21, 1991     366.58
Sep 26, 1990     305.06     Dec 21, 1990     331.75     Mar 26, 1991     370.30
Sep 27, 1990     300.97     Dec 24, 1990     329.90     Mar 27, 1991     375.35
Sep 28, 1990     306.05     Dec 26, 1990     330.85     Mar 28, 1991     375.22
Oct 1, 1990      314.94     Dec 27, 1990     328.29     Apr 1, 1991      371.30
Oct 2, 1990      315.21     Dec 28, 1990     328.72     Apr 2, 1991      379.30
Oct 3, 1990      311.40     Dec 31, 1990     330.22     Apr 3, 1991      378.94
Oct 4, 1990      312.69     Jan 2, 1991      326.45     Apr 4, 1991      379.77
Oct 5, 1990      311.50     Jan 3, 1991      321.91     Apr 5, 1991      375.36
Oct 8, 1990      313.48     Jan 4, 1991      321.00     Apr 8, 1991      378.66
Oct 9, 1990      305.10     Jan 7, 1991      315.44     Apr 9, 1991      373.56
Oct 10, 1990     300.39     Jan 8, 1991      314.90     Apr 10, 1991     373.15
Oct 11, 1990     295.46     Jan 9, 1991      311.49     Apr 11, 1991     377.63
Oct 12, 1990     300.03     Jan 10, 1991     314.53     Apr 12, 1991     380.40
Oct 15, 1990     303.23     Jan 11, 1991     315.23     Apr 15, 1991     381.19
Oct 16, 1990     298.92     Jan 14, 1991     312.49     Apr 16, 1991     387.62
Oct 17, 1990     298.76     Jan 15, 1991     313.73     Apr 17, 1991     390.45
Oct 18, 1990     305.74     Jan 16, 1991     316.17     Apr 18, 1991     388.46
Oct 19, 1990     312.48     Jan 17, 1991     327.97     Apr 19, 1991     384.20
Oct 22, 1990     314.76     Jan 18, 1991     332.23     Apr 22, 1991     380.95
Oct 23, 1990     312.36     Jan 22, 1991     328.31     Apr 23, 1991     381.76
Oct 24, 1990     312.60     Jan 23, 1991     330.21     Apr 24, 1991     382.76
Oct 25, 1990     310.17     Jan 24, 1991     334.78     Apr 25, 1991     379.25
Oct 26, 1990     304.71     Jan 25, 1991     336.07     Apr 26, 1991     379.02
Oct 29, 1990     301.88     Jan 28, 1991     336.03     Apr 29, 1991     373.66
Oct 30, 1990     304.06     Jan 29, 1991     335.84     Apr 30, 1991     375.35
Oct 31, 1990     304.00     Jan 30, 1991     340.91     May 1, 1991      380.29
Nov 1, 1990      307.02     Jan 31, 1991     343.93     May 2, 1991      380.52
Nov 2, 1990      311.85     Feb 1, 1991      343.35     May 3, 1991      380.80
Nov 5, 1990      314.59     Feb 4, 1991      348.34     May 6, 1991      380.08
Nov 6, 1990      311.62     Feb 5, 1991      351.26     May 7, 1991      377.32
Nov 7, 1990      306.01     Feb 6, 1991      358.07     May 8, 1991      378.51
Nov 8, 1990      307.61     Feb 7, 1991      356.52     May 9, 1991      383.25
Nov 9, 1990      313.74     Feb 8, 1991      359.35     May 10, 1991     375.74
Nov 12, 1990     319.48     Feb 11, 1991     368.58     May 13, 1991     376.76
Nov 13, 1990     317.67     Feb 12, 1991     365.50     May 14, 1991     371.62
Nov 14, 1990     320.40     Feb 13, 1991     369.02     May 15, 1991     388.57
Nov 15, 1990     317.02     Feb 14, 1991     369.00     May 16, 1991     372.19
Nov 16, 1990     317.12     Feb 15, 1991     369.06     May 17, 1991     372.39
Nov 19, 1990     319.34     Feb 19, 1991     369.39     May 20, 1991     372.28
Nov 20, 1990     315.31     Feb 20, 1991     365.14     May 21, 1991     375.35
Nov 21, 1990     316.03     Feb 21, 1991     364.97     May 22, 1991     376.19
Nov 23, 1990     315.10     Feb 22, 1991     365.65     May 23, 1991     374.97
Nov 26, 1990     316.51     Feb 25, 1991     367.26     May 24, 1991     377.49
Nov 27, 1990     318.10     Feb 26, 1991     362.81     May 27, 1991     377.49
Nov 28, 1990     317.95     Feb 27, 1991     367.74     May 28, 1991     381.94
Nov 29, 1990     316.42     Feb 28, 1991     367.07     May 29, 1991     382.79
Nov 30, 1990     322.22     Mar 1, 1991      370.47     May 30, 1991     386.96
Dec 3, 1990      324.10     Mar 4, 1991      369.33     May 31, 1991     389.83
Dec 4, 1990      326.35     Mar 5, 1991      376.72     Jun 3, 1991      388.06
Dec 5, 1990      329.92     Mar 6, 1991      376.17     Jun 4, 1991      387.74
Dec 6, 1990      329.07     Mar 7, 1991      375.91     Jun 5, 1991      385.09
Dec 7, 1990      327.75     Mar 8, 1991      374.95     Jun 6, 1991      383.63
Dec 10, 1990     328.89     Mar 11, 1991     372.96     Jun 7, 1991      379.43
Dec 11, 1990     326.44     Mar 12, 1991     370.03     Jun 10, 1991     378.57
Dec 12, 1990     330.19     Mar 13, 1991     374.57     Jun 11, 1991     381.05
Dec 13, 1990     329.34     Mar 14, 1991     373.50     Jun 12, 1991     376.65
Dec 14, 1990     326.82     Mar 15, 1991     373.59     Jun 13, 1991     377.63
Dec 17, 1990     326.02     Mar 18, 1991     372.11     Jun 14, 1991     382.29


                                   Appendix B
                                     page 2
<PAGE>
                        Standard Poor's 500 Stock Index

        Date     S&P500             Date     S&P500             Date     S&P500
- ------------     ------     ------------     ------     ------------     ------
Jun 17, 1991     380.13     Sep 12, 1991     387.34     Dec 9, 1991      378.26
Jun 18, 1991     378.59     Sep 13, 1991     383.59     Dec 10, 1991     377.90
Jun 19, 1991     375.09     Sep 16, 1991     385.78     Dec 11, 1991     377.70
Jun 20, 1991     375.42     Sep 17, 1991     385.50     Dec 12, 1991     381.55
Jun 21, 1991     377.75     Sep 18, 1991     386.94     Dec 13, 1991     384.47
Jun 24, 1991     370.94     Sep 19, 1991     387.56     Dec 16, 1991     384.46
Jun 25, 1991     370.65     Sep 20, 1991     387.92     Dec 17, 1991     382.74
Jun 26, 1991     371.59     Sep 23, 1991     385.92     Dec 18, 1991     383.48
Jun 27, 1991     374.40     Sep 24, 1991     387.71     Dec 19, 1991     382.52
Jun 28, 1991     371.16     Sep 25, 1991     386.88     Dec 20, 1991     387.04
Jul 1, 1991      377.92     Sep 26, 1991     386.59     Dec 23, 1991     396.82
Jul 2, 1991      377.47     Sep 27, 1991     385.90     Dec 24, 1991     399.33
Jul 3, 1991      373.33     Sep 30, 1991     387.86     Dec 26, 1991     404.84
Jul 5, 1991      374.08     Oct 1, 1991      389.20     Dec 27, 1991     406.46
Jul 8, 1991      377.94     Oct 2, 1991      388.26     Dec 30, 1991     415.14
Jul 9, 1991      376.11     Oct 3, 1991      384.47     Dec 31, 1991     417.09
Jul 10, 1991     375.74     Oct 4, 1991      381.24     Jan 2, 1992      417.26
Jul 11, 1991     376.97     Oct 7, 1991      379.50     Jan 3, 1992      419.34
Jul 12, 1991     380.25     Oct 8, 1991      380.67     Jan 6, 1992      417.96
Jul 15, 1991     382.39     Oct 9, 1991      376.80     Jan 7, 1992      417.40
Jul 16, 1991     381.54     Oct 10, 1991     380.55     Jan 8, 1992      418.10
Jul 17, 1991     381.18     Oct 11, 1991     381.45     Jan 9, 1992      417.61
Jul 18, 1991     385.37     Oct 14, 1991     386.47     Jan 10, 1992     415.10
Jul 19, 1991     384.22     Oct 15, 1991     391.01     Jan 13, 1992     414.34
Jul 22, 1991     382.88     Oct 16, 1991     392.80     Jan 14, 1992     420.44
Jul 23, 1991     379.42     Oct 17, 1991     391.92     Jan 15, 1992     420.77
Jul 24, 1991     378.64     Oct 18, 1991     392.50     Jan 16, 1992     418.21
Jul 25, 1991     380.96     Oct 21, 1991     390.02     Jan 17, 1992     418.86
Jul 26, 1991     380.93     Oct 22, 1991     387.83     Jan 20, 1992     416.36
Jul 29, 1991     383.15     Oct 23, 1991     387.94     Jan 21, 1992     412.64
Jul 30, 1991     386.69     Oct 24, 1991     385.07     Jan 22, 1992     418.13
Jul 31, 1991     387.81     Oct 25, 1991     384.20     Jan 23, 1992     414.96
Aug 1, 1991      387.12     Oct 28, 1991     389.52     Jan 24, 1992     415.48
Aug 2, 1991      387.18     Oct 29, 1991     391.48     Jan 27, 1992     414.99
Aug 5, 1991      385.06     Oct 30, 1991     392.96     Jan 28, 1992     414.96
Aug 6, 1991      390.62     Oct 31, 1991     392.46     Jan 29, 1992     410.34
Aug 7, 1991      390.56     Nov 1, 1991      391.32     Jan 30, 1992     411.63
Aug 8, 1991      389.32     Nov 4, 1991      390.28     Jan 31, 1992     408.79
Aug 9, 1991      387.12     Nov 5, 1991      388.71     Feb 3, 1992      409.53
Aug 12, 1991     388.02     Nov 6, 1991      389.97     Feb 4, 1992      413.85
Aug 13, 1991     389.62     Nov 7, 1991      393.72     Feb 5, 1992      413.84
Aug 14, 1991     389.90     Nov 8, 1991      392.89     Feb 6, 1992      413.82
Aug 15, 1991     389.33     Nov 11, 1991     393.12     Feb 7, 1992      411.09
Aug 16, 1991     385.58     Nov 12, 1991     396.74     Feb 10, 1992     413.77
Aug 19, 1991     376.47     Nov 13, 1991     397.41     Feb 11, 1992     413.76
Aug 20, 1991     379.43     Nov 14, 1991     397.15     Feb 12, 1992     417.13
Aug 21, 1991     390.59     Nov 15, 1991     382.62     Feb 13, 1992     413.69
Aug 22, 1991     391.33     Nov 18, 1991     385.24     Feb 14, 1992     412.48
Aug 23, 1991     395.17     Nov 19, 1991     379.42     Feb 18, 1992     407.38
Aug 26, 1991     393.85     Nov 20, 1991     378.53     Feb 19, 1992     408.26
Aug 27, 1991     393.06     Nov 21, 1991     380.06     Feb 20, 1992     413.90
Aug 28, 1991     396.64     Nov 22, 1991     376.14     Feb 21, 1992     411.46
Aug 29, 1991     396.47     Nov 25, 1991     375.34     Feb 24, 1992     412.27
Aug 30, 1991     395.43     Nov 26, 1991     377.96     Feb 25, 1992     410.45
Sep 3, 1991      392.15     Nov 27, 1991     376.55     Feb 26, 1992     415.35
Sep 4, 1991      389.97     Nov 29, 1991     375.22     Feb 27, 1992     413.86
Sep 5, 1991      389.14     Dec 2, 1991      381.40     Feb 28, 1992     412.70
Sep 6, 1991      389.10     Dec 3, 1991      380.96     Mar 2, 1992      412.45
Sep 9, 1991      388.77     Dec 4, 1991      380.07     Mar 3, 1992      412.85
Sep 10, 1991     384.56     Dec 5, 1991      377.39     Mar 4, 1992      409.33
Sep 11, 1991     385.09     Dec 6, 1991      379.10     Mar 5, 1992      406.51


                                   Appendix B
                                     page 3
<PAGE>
                        Standard Poor's 500 Stock Index

        Date     S&P500             Date     S&P500             Date     S&P500
- ------------     ------     ------------     ------     ------------     ------
Mar 6, 1992      404.44     Jun 3, 1992      414.59     Aug 28, 1992     414.84
Mar 9, 1992      405.21     Jun 4, 1992      413.26     Aug 31, 1992     414.03
Mar 10, 1992     406.89     Jun 5, 1992      413.48     Sep 1, 1992      416.07
Mar 11, 1992     404.03     Jun 8, 1992      413.36     Sep 2, 1992      417.98
Mar 12, 1992     403.89     Jun 9, 1992      410.06     Sep 3, 1992      419.98
Mar 13, 1992     405.84     Jun 10, 1992     407.25     Sep 4, 1992      417.08
Mar 16, 1992     406.39     Jun 11, 1992     409.05     Sep 8, 1992      414.44
Mar 17, 1992     409.58     Jun 12, 1992     409.76     Sep 9, 1992      416.36
Mar 18, 1992     409.15     Jun 15, 1992     410.29     Sep 10, 1992     419.95
Mar 19, 1992     409.80     Jun 16, 1992     408.32     Sep 11, 1992     419.58
Mar 20, 1992     411.30     Jun 17, 1992     402.26     Sep 14, 1992     425.27
Mar 23, 1992     409.91     Jun 18, 1992     400.96     Sep 15, 1992     419.77
Mar 24, 1992     408.88     Jun 19, 1992     403.67     Sep 16, 1992     419.92
Mar 25, 1992     407.52     Jun 22, 1992     403.40     Sep 17, 1992     419.93
Mar 26, 1992     407.86     Jun 23, 1992     404.04     Sep 18, 1992     422.93
Mar 27, 1992     403.50     Jun 24, 1992     403.83     Sep 21, 1992     422.14
Mar 30, 1992     403.00     Jun 25, 1992     403.12     Sep 22, 1992     417.14
Mar 31, 1992     403.69     Jun 26, 1992     403.45     Sep 23, 1992     417.44
Apr 1, 1992      404.23     Jun 29, 1992     408.94     Sep 24, 1992     418.47
Apr 2, 1992      400.50     Jun 30, 1992     408.14     Sep 25, 1992     414.35
Apr 3, 1992      401.55     Jul 1, 1992      412.88     Sep 28, 1992     416.62
Apr 6, 1992      405.59     Jul 2, 1992      411.77     Sep 29, 1992     416.80
Apr 7, 1992      398.06     Jul 6, 1992      413.84     Sep 30, 1992     417.80
Apr 8, 1992      394.50     Jul 7, 1992      409.16     Oct 1, 1992      416.29
Apr 9, 1992      400.64     Jul 8, 1992      410.28     Oct 2, 1992      410.47
Apr 10, 1992     404.29     Jul 9, 1992      414.23     Oct 5, 1992      407.57
Apr 13, 1992     406.08     Jul 10, 1992     414.62     Oct 6, 1992      407.18
Apr 14, 1992     412.39     Jul 13, 1992     414.87     Oct 7, 1992      404.25
Apr 15, 1992     416.28     Jul 14, 1992     417.68     Oct 8, 1992      407.75
Apr 16, 1992     416.05     Jul 15, 1992     417.10     Oct 9, 1992      402.66
Apr 20, 1992     410.16     Jul 16, 1992     417.54     Oct 12, 1992     407.44
Apr 21, 1992     410.26     Jul 17, 1992     415.62     Oct 13, 1992     409.30
Apr 22, 1992     409.81     Jul 20, 1992     413.75     Oct 14, 1992     409.37
Apr 23, 1992     411.60     Jul 21, 1992     413.76     Oct 15, 1992     409.60
Apr 24, 1992     409.02     Jul 22, 1992     410.93     Oct 16, 1992     411.73
Apr 27, 1992     408.45     Jul 23, 1992     412.08     Oct 19, 1992     414.98
Apr 28, 1992     409.11     Jul 24, 1992     411.60     Oct 20, 1992     415.48
Apr 29, 1992     412.02     Jul 27, 1992     411.54     Oct 21, 1992     415.67
Apr 30, 1992     414.95     Jul 28, 1992     417.52     Oct 22, 1992     414.90
May 1, 1992      412.53     Jul 29, 1992     422.23     Oct 23, 1992     414.10
May 4, 1992      416.91     Jul 30, 1992     423.92     Oct 26, 1992     418.16
May 5, 1992      416.84     Jul 31, 1992     424.21     Oct 27, 1992     418.49
May 6, 1992      416.79     Aug 3, 1992      425.09     Oct 28, 1992     420.13
May 7, 1992      415.85     Aug 4, 1992      424.36     Oct 29, 1992     420.86
May 8, 1992      416.05     Aug 5, 1992      422.19     Oct 30, 1992     418.68
May 11, 1992     418.49     Aug 6, 1992      420.59     Nov 2, 1992      422.75
May 12, 1992     416.29     Aug 7, 1992      418.88     Nov 3, 1992      419.92
May 13, 1992     416.45     Aug 10, 1992     419.42     Nov 4, 1992      417.11
May 14, 1992     413.14     Aug 11, 1992     418.90     Nov 5, 1992      418.34
May 15, 1992     410.09     Aug 12, 1992     417.78     Nov 6, 1992      417.58
May 18, 1992     412.81     Aug 13, 1992     417.73     Nov 9, 1992      418.59
May 19, 1992     416.37     Aug 14, 1992     419.91     Nov 10, 1992     418.62
May 20, 1992     415.39     Aug 17, 1992     420.74     Nov 11, 1992     422.20
May 21, 1992     412.60     Aug 18, 1992     421.34     Nov 12, 1992     422.87
May 22, 1992     414.02     Aug 19, 1992     418.19     Nov 13, 1992     422.43
May 26, 1992     411.41     Aug 20, 1992     418.26     Nov 16, 1992     420.68
May 27, 1992     412.17     Aug 21, 1992     414.85     Nov 17, 1992     419.27
May 28, 1992     416.74     Aug 24, 1992     410.72     Nov 18, 1992     422.85
May 29, 1992     415.35     Aug 25, 1992     411.61     Nov 19, 1992     423.61
Jun 1, 1992      417.30     Aug 26, 1992     413.51     Nov 20, 1992     426.65
Jun 2, 1992      413.50     Aug 27, 1992     413.53     Nov 23, 1992     425.12


                                   Appendix B
                                     page 4
<PAGE>
                        Standard Poor's 500 Stock Index

        Date     S&P500             Date     S&P500             Date     S&P500
- ------------     ------     ------------     ------     ------------     ------
Nov 24, 1992     427.59     Feb 23, 1993     434.80     May 20, 1993     450.59
Nov 25, 1992     429.19     Feb 24, 1993     440.87     May 21, 1993     445.84
Nov 27, 1992     430.16     Feb 25, 1993     442.33     May 24, 1993     448.00
Nov 30, 1992     431.35     Feb 26, 1993     443.38     May 25, 1993     448.85
Dec 1, 1992      430.78     Mar 1, 1993      442.01     May 26, 1993     453.44
Dec 2, 1992      429.89     Mar 2, 1993      447.90     May 27, 1993     452.42
Dec 3, 1992      429.91     Mar 3, 1993      449.26     May 28, 1993     450.21
Dec 4, 1992      432.06     Mar 4, 1993      447.34     Jun 1, 1993      453.83
Dec 7, 1992      435.31     Mar 5, 1993      446.11     Jun 2, 1993      453.85
Dec 8, 1992      436.99     Mar 8, 1993      454.71     Jun 3, 1993      452.49
Dec 9, 1992      435.65     Mar 9, 1993      454.40     Jun 4, 1993      450.06
Dec 10, 1992     434.64     Mar 10, 1993     456.34     Jun 7, 1993      447.69
Dec 11, 1992     433.73     Mar 11, 1993     453.72     Jun 8, 1993      444.71
Dec 14, 1992     432.84     Mar 12, 1993     449.83     Jun 9, 1993      445.78
Dec 15, 1992     432.57     Mar 15, 1993     451.43     Jun 10, 1993     445.38
Dec 16, 1992     431.52     Mar 16, 1993     451.37     Jun 11, 1993     447.30
Dec 17, 1992     435.43     Mar 17, 1993     448.31     Jun 14, 1993     447.71
Dec 18, 1992     441.28     Mar 18, 1993     451.89     Jun 15, 1993     446.27
Dec 21, 1992     440.70     Mar 19, 1993     450.18     Jun 16, 1993     447.43
Dec 22, 1992     440.31     Mar 22, 1993     448.88     Jun 17, 1993     448.54
Dec 23, 1992     439.03     Mar 23, 1993     448.76     Jun 18, 1993     443.68
Dec 24, 1992     439.77     Mar 24, 1993     448.07     Jun 21, 1993     446.22
Dec 28, 1992     439.15     Mar 25, 1993     450.88     Jun 22, 1993     445.93
Dec 29, 1992     437.98     Mar 26, 1993     447.78     Jun 23, 1993     443.19
Dec 30, 1992     438.82     Mar 29, 1993     450.77     Jun 24, 1993     446.62
Dec 31, 1992     435.71     Mar 30, 1993     451.97     Jun 25, 1993     447.60
Jan 4, 1993      435.38     Mar 31, 1993     451.67     Jun 28, 1993     451.85
Jan 5, 1993      434.34     Apr 1, 1993      450.30     Jun 29, 1993     450.69
Jan 6, 1993      434.52     Apr 2, 1993      441.39     Jun 30, 1993     450.53
Jan 7, 1993      430.73     Apr 5, 1993      442.29     Jul 1, 1993      449.02
Jan 8, 1993      429.04     Apr 6, 1993      441.16     Jul 2, 1993      445.84
Jan 11, 1993     430.95     Apr 7, 1993      442.73     Jul 6, 1993      441.43
Jan 12, 1993     431.04     Apr 8, 1993      441.84     Jul 7, 1993      442.83
Jan 13, 1993     433.03     Apr 12, 1993     448.37     Jul 8, 1993      448.64
Jan 14, 1993     435.94     Apr 13, 1993     449.22     Jul 9, 1993      448.11
Jan 15, 1993     437.15     Apr 14, 1993     448.66     Jul 12, 1993     448.98
Jan 18, 1993     436.84     Apr 15, 1993     448.40     Jul 13, 1993     448.09
Jan 19, 1993     435.13     Apr 16, 1993     448.94     Jul 14, 1993     450.08
Jan 20, 1993     433.37     Apr 19, 1993     447.46     Jul 15, 1993     449.22
Jan 21, 1993     435.49     Apr 20, 1993     445.10     Jul 16, 1993     445.75
Jan 22, 1993     436.11     Apr 21, 1993     443.63     Jul 19, 1993     446.03
Jan 25, 1993     440.01     Apr 22, 1993     439.46     Jul 20, 1993     447.31
Jan 26, 1993     439.95     Apr 23, 1993     437.03     Jul 21, 1993     447.18
Jan 27, 1993     438.11     Apr 26, 1993     433.54     Jul 22, 1993     444.51
Jan 28, 1993     438.66     Apr 27, 1993     438.01     Jul 23, 1993     447.10
Jan 29, 1993     438.78     Apr 28, 1993     438.02     Jul 26, 1993     449.09
Feb 1, 1993      442.52     Apr 29, 1993     438.89     Jul 27, 1993     448.24
Feb 2, 1993      442.55     Apr 30, 1993     440.19     Jul 28, 1993     447.19
Feb 3, 1993      447.20     May 3, 1993      442.46     Jul 29, 1993     450.24
Feb 4, 1993      449.56     May 4, 1993      444.05     Jul 30, 1993     448.13
Feb 5, 1993      448.93     May 5, 1993      444.52     Aug 2, 1993      450.15
Feb 8, 1993      447.85     May 6, 1993      443.26     Aug 3, 1993      449.27
Feb 9, 1993      445.33     May 7, 1993      442.31     Aug 4, 1993      448.54
Feb 10, 1993     446.23     May 10, 1993     442.80     Aug 5, 1993      448.13
Feb 11, 1993     447.66     May 11, 1993     444.36     Aug 6, 1993      448.68
Feb 12, 1993     444.58     May 12, 1993     444.80     Aug 9, 1993      450.74
Feb 16, 1993     433.91     May 13, 1993     439.23     Aug 10, 1993     449.45
Feb 17, 1993     433.30     May 14, 1993     439.56     Aug 11, 1993     450.46
Feb 18, 1993     431.90     May 17, 1993     440.37     Aug 12, 1993     448.96
Feb 19, 1993     434.22     May 18, 1993     440.32     Aug 13, 1993     450.14
Feb 22, 1993     435.24     May 19, 1993     447.54     Aug 16, 1993     452.38


                                   Appendix B
                                     page 5
<PAGE>
                        Standard Poor's 500 Stock Index

        Date     S&P500             Date     S&P500             Date     S&P500
- ------------     ------     ------------     ------     ------------     ------
Aug 17, 1993     453.13     Nov 11, 1993     462.64     Feb 8, 1994      471.06
Aug 18, 1993     456.04     Nov 12, 1993     465.39     Feb 9, 1994      472.77
Aug 19, 1993     456.43     Nov 15, 1993     463.75     Feb 10, 1994     468.93
Aug 20, 1993     456.16     Nov 16, 1993     466.74     Feb 11, 1994     470.18
Aug 23, 1993     455.23     Nov 17, 1993     464.81     Feb 14, 1994     470.23
Aug 24, 1993     459.77     Nov 18, 1993     463.62     Feb 15, 1994     472.52
Aug 25, 1993     460.13     Nov 19, 1993     462.60     Feb 16, 1994     472.79
Aug 26, 1993     461.04     Nov 22, 1993     459.13     Feb 17, 1994     470.34
Aug 27, 1993     460.54     Nov 23, 1993     461.03     Feb 18, 1994     467.69
Aug 30, 1993     461.90     Nov 24, 1993     462.36     Feb 22, 1994     471.46
Aug 31, 1993     463.56     Nov 26, 1993     463.06     Feb 23, 1994     470.69
Sep 1, 1993      463.15     Nov 29, 1993     461.90     Feb 24, 1994     464.26
Sep 2, 1993      461.30     Nov 30, 1993     461.79     Feb 25, 1994     466.07
Sep 3, 1993      461.34     Dec 1, 1993      461.89     Feb 28, 1994     467.14
Sep 7, 1993      458.52     Dec 2, 1993      463.11     Mar 1, 1994      464.44
Sep 8, 1993      456.65     Dec 3, 1993      464.89     Mar 2, 1994      464.81
Sep 9, 1993      457.50     Dec 6, 1993      466.43     Mar 3, 1994      463.01
Sep 10, 1993     461.72     Dec 7, 1993      466.76     Mar 4, 1994      464.74
Sep 13, 1993     462.06     Dec 8, 1993      466.29     Mar 7, 1994      466.91
Sep 14, 1993     459.90     Dec 9, 1993      464.18     Mar 8, 1994      465.88
Sep 15, 1993     461.60     Dec 10, 1993     463.93     Mar 9, 1994      467.06
Sep 16, 1993     459.43     Dec 13, 1993     465.70     Mar 10, 1994     463.90
Sep 17, 1993     458.83     Dec 14, 1993     463.06     Mar 11, 1994     466.44
Sep 20, 1993     455.05     Dec 15, 1993     461.84     Mar 14, 1994     467.39
Sep 21, 1993     452.95     Dec 16, 1993     463.34     Mar 15, 1994     467.01
Sep 22, 1993     456.20     Dec 17, 1993     466.38     Mar 16, 1994     469.42
Sep 23, 1993     457.74     Dec 20, 1993     465.85     Mar 17, 1994     470.90
Sep 24, 1993     457.63     Dec 21, 1993     465.30     Mar 18, 1994     471.06
Sep 27, 1993     461.80     Dec 22, 1993     467.32     Mar 21, 1994     468.54
Sep 28, 1993     461.53     Dec 23, 1993     467.38     Mar 22, 1994     468.80
Sep 29, 1993     460.11     Dec 27, 1993     470.54     Mar 23, 1994     468.54
Sep 30, 1993     458.93     Dec 28, 1993     470.94     Mar 24, 1994     464.35
Oct 1, 1993      461.28     Dec 29, 1993     470.58     Mar 25, 1994     460.58
Oct 4, 1993      461.34     Dec 30, 1993     468.64     Mar 28, 1994     460.00
Oct 5, 1993      461.20     Dec 31, 1993     466.45     Mar 29, 1994     452.48
Oct 6, 1993      460.74     Jan 3, 1994      465.44     Mar 30, 1994     445.55
Oct 7, 1993      459.18     Jan 4, 1994      466.89     Mar 31, 1994     445.77
Oct 8, 1993      460.31     Jan 5, 1994      467.55     Apr 1, 1994      445.77
Oct 11, 1993     460.88     Jan 6, 1994      467.12     Apr 4, 1994      438.92
Oct 12, 1993     461.12     Jan 7, 1994      469.9      Apr 5, 1994      448.29
Oct 13, 1993     461.49     Jan 10, 1994     475.27     Apr 6, 1994      448.05
Oct 14, 1993     466.83     Jan 11, 1994     474.13     Apr 7, 1994      450.88
Oct 15, 1993     469.50     Jan 12, 1994     474.17     Apr 8, 1994      447.10
Oct 18, 1993     468.45     Jan 13, 1994     472.47     Apr 11, 1994     449.87
Oct 19, 1993     466.21     Jan 14, 1994     474.91     Apr 12, 1994     447.57
Oct 20, 1993     466.07     Jan 17, 1994     473.3      Apr 13, 1994     446.26
Oct 21, 1993     465.36     Jan 18, 1994     474.25     Apr 14, 1994     446.38
Oct 22, 1993     463.27     Jan 19, 1994     474.3      Apr 15, 1994     446.18
Oct 25, 1993     464.20     Jan 20, 1994     474.98     Apr 18, 1994     442.46
Oct 26, 1993     464.30     Jan 21, 1994     474.73     Apr 19, 1994     442.54
Oct 27, 1993     464.61     Jan 24, 1994     471.97     Apr 20, 1994     441.96
Oct 28, 1993     467.73     Jan 25, 1994     470.92     Apr 21, 1994     448.73
Oct 29, 1993     467.83     Jan 26, 1994     473.2      Apr 22, 1994     447.63
Nov 1, 1993      469.10     Jan 27, 1994     477.05     Apr 25, 1994     452.71
Nov 2, 1993      468.44     Jan 28, 1994     478.7      Apr 26, 1994     451.87
Nov 3, 1993      463.02     Jan 31, 1994     481.61     Apr 28, 1994     449.10
Nov 4, 1993      457.49     Feb 1, 1994      479.62     Apr 29, 1994     450.91
Nov 5, 1993      459.57     Feb 2, 1994      482.00     May 2, 1994      453.02
Nov 8, 1993      460.21     Feb 3, 1994      480.71     May 3, 1994      453.03
Nov 9, 1993      460.33     Feb 4, 1994      469.81     May 4, 1994      451.72
Nov 10, 1993     463.72     Feb 7, 1994      471.76     May 5, 1994      451.38


                                   Appendix B
                                     page 6
<PAGE>
                        Standard Poor's 500 Stock Index

        Date     S&P500             Date     S&P500             Date     S&P500
- ------------     ------     ------------     ------     ------------     ------
May 6, 1994      447.82     Aug 2, 1994      460.56     Oct 27, 1994     465.85
May 9, 1994      442.32     Aug 3, 1994      461.46     Oct 28, 1994     473.77
May 10, 1994     446.01     Aug 4, 1994      458.40     Oct 31, 1994     472.35
May 11, 1994     441.49     Aug 5, 1994      457.09     Nov 1, 1994      468.42
May 12, 1994     443.75     Aug 8, 1994      457.89     Nov 2, 1994      466.51
May 13, 1994     444.14     Aug 9, 1994      457.92     Nov 3, 1994      467.91
May 16, 1994     444.49     Aug 10, 1994     460.30     Nov 4, 1994      462.28
May 17, 1994     449.37     Aug 11, 1994     458.88     Nov 7, 1994      463.06
May 18, 1994     453.69     Aug 12, 1994     461.95     Nov 8, 1994      465.65
May 19, 1994     456.48     Aug 15, 1994     461.23     Nov 9, 1994      465.42
May 20, 1994     454.92     Aug 16, 1994     465.01     Nov 10, 1994     464.35
May 23, 1994     453.20     Aug 17, 1994     465.17     Nov 11, 1994     462.35
May 24, 1994     454.81     Aug 18, 1994     463.17     Nov 14, 1994     466.04
May 25, 1994     456.34     Aug 19, 1994     463.68     Nov 15, 1994     465.03
May 26, 1994     457.06     Aug 22, 1994     462.31     Nov 16, 1994     465.62
May 27, 1994     457.33     Aug 23, 1994     464.51     Nov 17, 1994     463.57
May 31, 1994     456.50     Aug 24, 1994     469.03     Nov 18, 1994     461.47
Jun 1, 1994      457.63     Aug 25, 1994     468.08     Nov 21, 1994     458.29
Jun 2, 1994      457.65     Aug 26, 1994     473.80     Nov 22, 1994     450.08
Jun 3, 1994      460.13     Aug 29, 1994     474.59     Nov 23, 1994     449.93
Jun 6, 1994      458.88     Aug 30, 1994     476.09     Nov 25, 1994     452.29
Jun 7, 1994      458.21     Aug 31, 1994     475.50     Nov 28, 1994     454.16
Jun 8, 1994      457.06     Sep 1, 1994      473.17     Nov 29, 1994     455.17
Jun 9, 1994      457.86     Sep 2, 1994      470.99     Nov 30, 1994     453.69
Jun 10, 1994     458.67     Sep 6, 1994      471.86     Dec 1, 1994      448.92
Jun 13, 1994     459.10     Sep 7, 1994      470.99     Dec 2, 1994      453.30
Jun 14, 1994     462.37     Sep 8, 1994      473.14     Dec 5, 1994      453.33
Jun 15, 1994     460.61     Sep 9, 1994      468.18     Dec 6, 1994      453.11
Jun 16, 1994     461.93     Sep 12, 1994     466.21     Dec 7, 1994      451.23
Jun 17, 1994     458.45     Sep 13, 1994     467.52     Dec 8, 1994      445.45
Jun 20, 1994     455.48     Sep 14, 1994     468.80     Dec 9, 1994      446.97
Jun 21, 1994     451.34     Sep 15, 1994     474.81     Dec 12, 1994     449.47
Jun 22, 1994     453.09     Sep 16, 1994     471.19     Dec 13, 1994     450.15
Jun 23, 1994     449.63     Sep 19, 1994     470.85     Dec 14, 1994     454.97
Jun 24, 1994     442.80     Sep 20, 1994     463.36     Dec 15, 1994     455.35
Jun 27, 1994     447.31     Sep 21, 1994     461.46     Dec 16, 1994     458.80
Jun 28, 1994     446.07     Sep 22, 1994     461.27     Dec 19, 1994     457.91
Jun 29, 1994     447.63     Sep 23, 1994     459.67     Dec 20, 1994     457.10
Jun 30, 1994     444.27     Sep 26, 1994     460.82     Dec 21, 1994     459.61
Jul 1, 1994      446.20     Sep 27, 1994     462.05     Dec 22, 1994     459.68
Jul 4, 1994      446.20     Sep 28, 1994     464.81     Dec 23, 1994     459.83
Jul 5, 1994      446.37     Sep 29, 1994     462.23     Dec 27, 1994     462.47
Jul 6, 1994      446.13     Sep 30, 1994     462.71     Dec 28, 1994     460.86
Jul 7, 1994      448.38     Oct 3, 1994      461.74     Dec 29, 1994     461.17
Jul 8, 1994      449.55     Oct 4, 1994      454.59     Dec 30, 1994     459.27
Jul 11, 1994     448.06     Oct 5, 1994      453.52     Jan 3, 1995      459.11
Jul 12, 1994     447.95     Oct 6, 1994      452.36     Jan 4, 1995      460.71
Jul 13, 1994     448.73     Oct 7, 1994      455.10     Jan 5, 1995      460.34
Jul 14, 1994     453.41     Oct 10, 1994     459.04     Jan 6, 1995      460.68
Jul 15, 1994     454.16     Oct 11, 1994     465.79     Jan 9, 1995      460.83
Jul 18, 1994     455.22     Oct 12, 1994     465.47     Jan 10, 1995     461.68
Jul 19, 1994     453.86     Oct 13, 1994     467.79     Jan 11, 1995     461.67
Jul 20, 1994     451.60     Oct 14, 1994     469.10     Jan 12, 1995     461.64
Jul 21, 1994     452.61     Oct 17, 1994     468.96     Jan 13, 1995     465.97
Jul 22, 1994     453.11     Oct 18, 1994     467.66     Jan 16, 1995     469.38
Jul 25, 1994     454.25     Oct 19, 1994     470.28     Jan 17, 1995     470.05
Jul 26, 1994     453.36     Oct 20, 1994     466.85     Jan 18, 1995     469.71
Jul 27, 1994     452.57     Oct 21, 1994     464.89     Jan 19, 1995     466.95
Jul 28, 1994     454.24     Oct 24, 1994     460.83     Jan 20, 1995     464.78
Jul 29, 1994     458.25     Oct 25, 1994     461.52     Jan 23, 1995     465.82
Aug 1, 1994      461.01     Oct 26, 1994     462.61     Jan 24, 1995     465.86


                                   Appendix B
                                     page 7
<PAGE>
                        Standard Poor's 500 Stock Index

        Date     S&P500             Date     S&P500             Date     S&P500
- ------------     ------     ------------     ------     ------------     ------
Jan 25, 1995     467.44     Apr 24, 1995     512.89     Jul 20, 1995     553.54
Jan 26, 1995     468.32     Apr 25, 1995     512.10     Jul 21, 1995     553.62
Jan 27, 1995     470.39     Apr 26, 1995     512.66     Jul 24, 1995     556.63
Jan 30, 1995     468.51     Apr 27, 1995     513.55     Jul 25, 1995     561.10
Jan 31, 1995     470.42     Apr 28, 1995     514.71     Jul 26, 1995     561.61
Feb 1, 1995      470.40     May 1, 1995      514.26     Jul 27, 1995     565.22
Feb 2, 1995      472.79     May 2, 1995      514.86     Jul 28, 1995     562.93
Feb 3, 1995      478.65     May 3, 1995      520.48     Jul 31, 1995     562.06
Feb 6, 1995      481.14     May 4, 1995      520.54     Aug 1, 1995      559.64
Feb 7, 1995      480.81     May 5, 1995      520.12     Aug 2, 1995      558.80
Feb 8, 1995      481.19     May 8, 1995      523.96     Aug 3, 1995      558.75
Feb 9, 1995      480.19     May 9, 1995      523.56     Aug 4, 1995      558.94
Feb 10, 1995     481.46     May 10, 1995     524.36     Aug 7, 1995      560.03
Feb 13, 1995     481.65     May 11, 1995     524.37     Aug 8, 1995      560.39
Feb 14, 1995     482.55     May 12, 1995     525.55     Aug 9, 1995      559.71
Feb 15, 1995     484.54     May 15, 1995     527.74     Aug 10, 1995     557.45
Feb 16, 1995     485.22     May 16, 1995     528.19     Aug 11, 1995     555.11
Feb 17, 1995     481.97     May 17, 1995     527.07     Aug 14, 1995     559.74
Feb 21, 1995     482.72     May 18, 1995     519.58     Aug 15, 1995     558.57
Feb 22, 1995     485.07     May 19, 1995     519.19     Aug 16, 1995     559.97
Feb 23, 1995     486.91     May 22, 1995     523.65     Aug 17, 1995     559.04
Feb 24, 1995     488.26     May 23, 1995     528.59     Aug 18, 1995     559.21
Feb 27, 1995     483.96     May 24, 1995     528.61     Aug 21, 1995     558.11
Feb 28, 1995     487.39     May 25, 1995     528.59     Aug 22, 1995     559.52
Mar 1, 1995      485.65     May 26, 1995     523.65     Aug 23, 1995     557.14
Mar 2, 1995      485.13     May 30, 1995     523.58     Aug 24, 1995     557.46
Mar 3, 1995      485.42     May 31, 1995     533.40     Aug 25, 1995     560.10
Mar 6, 1995      485.63     Jun 1, 1995      533.49     Aug 28, 1995     559.05
Mar 7, 1995      482.12     Jun 2, 1995      532.51     Aug 29, 1995     560.00
Mar 8, 1995      483.14     Jun 5, 1995      535.60     Aug 30, 1995     560.92
Mar 9, 1995      483.16     Jun 6, 1995      535.55     Aug 31, 1995     561.88
Mar 10, 1995     489.57     Jun 7, 1995      533.13     Sep 1, 1995      563.84
Mar 13, 1995     490.05     Jun 8, 1995      532.35     Sep 5, 1995      569.17
Mar 14, 1995     492.89     Jun 9, 1995      527.94     Sep 6, 1995      570.17
Mar 15, 1995     491.88     Jun 12, 1995     530.88     Sep 7, 1995      570.29
Mar 16, 1995     495.41     Jun 13, 1995     536.05     Sep 8, 1995      572.68
Mar 17, 1995     495.52     Jun 14, 1995     536.47     Sep 11, 1995     573.91
Mar 20, 1995     496.14     Jun 15, 1995     537.12     Sep 12, 1995     576.51
Mar 21, 1995     495.07     Jun 16, 1995     539.83     Sep 13, 1995     578.77
Mar 22, 1995     495.67     Jun 19, 1995     545.22     Sep 14, 1995     583.61
Mar 23, 1995     495.95     Jun 20, 1995     544.98     Sep 15, 1995     583.35
Mar 24, 1995     500.97     Jun 21, 1995     543.98     Sep 18, 1995     582.77
Mar 27, 1995     503.20     Jun 22, 1995     551.07     Sep 19, 1995     584.20
Mar 28, 1995     503.90     Jun 23, 1995     549.71     Sep 20, 1995     586.77
Mar 29, 1995     503.12     Jun 26, 1995     544.13     Sep 21, 1995     583.00
Mar 30, 1995     502.22     Jun 27, 1995     542.43     Sep 22, 1995     581.73
Mar 31, 1995     500.71     Jun 28, 1995     544.73     Sep 25, 1995     581.81
Apr 3, 1995      501.85     Jun 29, 1995     543.87     Sep 26, 1995     581.41
Apr 4, 1995      505.24     Jun 30, 1995     544.75     Sep 27, 1995     581.04
Apr 5, 1995      505.57     Jul 3, 1995      547.09     Sep 28, 1995     585.87
Apr 6, 1995      506.08     Jul 5, 1995      547.26     Sep 29, 1995     584.41
Apr 7, 1995      506.42     Jul 6, 1995      553.99     Oct 2, 1995      581.72
Apr 10, 1995     507.01     Jul 7, 1995      556.37     Oct 3, 1995      582.34
Apr 11, 1995     505.53     Jul 10, 1995     557.19     Oct 4, 1995      581.47
Apr 12, 1995     507.17     Jul 11, 1995     554.78     Oct 5, 1995      582.63
Apr 13, 1995     509.23     Jul 12, 1995     560.89     Oct 6, 1995      582.49
Apr 17, 1995     506.13     Jul 13, 1995     561.00     Oct 9, 1995      578.37
Apr 18, 1995     505.37     Jul 14, 1995     559.89     Oct 10, 1995     577.52
Apr 19, 1995     504.92     Jul 17, 1995     562.72     Oct 11, 1995     579.46
Apr 20, 1995     505.29     Jul 18, 1995     558.46     Oct 12, 1995     583.10
Apr 21, 1995     508.49     Jul 19, 1995     550.98     Oct 13, 1995     584.50


                                   Appendix B
                                     page 8

<PAGE>
   
                        Standard Poor's 500 Stock Index

        Date     S&P500             Date     S&P500             Date     S&P500
- ------------     ------     ------------     ------     ------------     ------
Oct 16, 1995     583.03     Jan 12, 1996     601.81     Apr 10, 1996     633.50
Oct 17, 1995     586.78     Jan 15, 1996     599.82     Apr 11, 1996     631.18
Oct 18, 1995     587.44     Jan 16, 1996     608.44     Apr 12, 1996     636.71
Oct 19, 1995     590.65     Jan 17, 1996     606.37     Apr 15, 1996     642.49
Oct 20, 1995     587.46     Jan 18, 1996     608.24     Apr 16, 1996     645.00
Oct 23, 1995     585.06     Jan 19, 1996     611.83     Apr 17, 1996     641.61
Oct 24, 1995     586.56     Jan 22, 1996     613.40     Apr 18, 1996     643.61
Oct 25, 1995     582.47     Jan 23, 1996     612.79     Apr 19, 1996     645.07
Oct 26, 1995     576.72     Jan 24, 1996     619.96     Apr 22, 1996     647.89
Oct 27, 1995     579.70     Jan 25, 1996     617.03     Apr 23, 1996     651.58
Oct 30, 1995     583.25     Jan 26, 1996     621.62     Apr 24, 1996     650.17
Oct 31, 1995     581.50     Jan 29, 1996     624.22     Apr 25, 1996     652.87
Nov 1, 1995      584.22     Jan 30, 1996     630.15     Apr 26, 1996     653.46
Nov 2, 1995      589.72     Jan 31, 1996     636.02     Apr 29, 1996     654.16
Nov 3, 1995      590.57     Feb 1, 1996      638.46     Apr 30, 1996     654.17
Nov 6, 1995      588.46     Feb 2, 1996      635.85     May 1, 1996      654.58
Nov 7, 1995      586.32     Feb 5, 1996      641.43     May 2, 1996      643.38
Nov 8, 1995      591.71     Feb 6, 1996      646.33     May 3, 1996      641.63
Nov 9, 1995      593.26     Feb 7, 1996      649.93     May 6, 1996      640.81
Nov 10, 1995     592.72     Feb 8, 1996      656.07     May 7, 1996      638.26
Nov 13, 1995     592.30     Feb 9, 1996      656.37     May 8, 1996      644.78
Nov 14, 1995     589.29     Feb 12, 1996     661.45     May 9, 1996      645.44
Nov 15, 1995     593.96     Feb 13, 1996     660.51     May 10, 1996     652.09
Nov 16, 1995     597.34     Feb 14, 1996     655.58     May 13, 1996     661.51
Nov 17, 1995     600.07     Feb 15, 1996     651.32     May 14, 1996     665.60
Nov 20, 1995     596.85     Feb 16, 1996     647.98     May 15, 1996     665.42
Nov 21, 1995     600.24     Feb 20, 1996     640.65     May 16, 1996     664.85
Nov 22, 1995     598.40     Feb 21, 1996     648.10     May 17, 1996     668.91
Nov 24, 1995     599.97     Feb 22, 1996     658.86     May 20, 1996     673.15
Nov 27, 1995     601.32     Feb 23, 1996     659.08     May 21, 1996     672.76
Nov 28, 1995     606.45     Feb 26, 1996     650.46     May 22, 1996     678.42
Nov 29, 1995     607.64     Feb 27, 1996     647.24     May 23, 1996     676.00
Nov 30, 1995     605.37     Feb 28, 1996     644.75     May 24, 1996     678.51
Dec 1, 1995      606.98     Feb 29, 1996     640.43     May 28, 1996     672.23
Dec 4, 1995      613.68     Mar 1, 1996      644.37     May 29, 1996     667.93
Dec 5, 1995      617.68     Mar 4, 1996      650.81     May 30, 1996     671.70
Dec 6, 1995      620.18     Mar 5, 1996      655.79     May 31, 1996     669.12
Dec 7, 1995      616.17     Mar 6, 1996      652.00     Jun 3, 1996      667.68
Dec 8, 1995      617.48     Mar 7, 1996      653.65     Jun 4, 1996      672.56
Dec 11, 1995     619.52     Mar 8, 1996      633.50     Jun 5, 1996      678.44
Dec 12, 1995     618.78     Mar 11, 1996     640.02     Jun 6, 1996      673.03
Dec 13, 1995     621.69     Mar 12, 1996     637.09     Jun 7, 1996      673.31
Dec 14, 1995     616.92     Mar 13, 1996     638.55     Jun 10, 1996     672.16
Dec 15, 1995     616.34     Mar 14, 1996     640.87     Jun 11, 1996     670.97
Dec 18, 1995     606.81     Mar 15, 1996     641.43     Jun 12, 1996     669.04
Dec 19, 1995     611.93     Mar 18, 1996     652.65     Jun 13, 1996     667.92
Dec 20, 1995     605.94     Mar 19, 1996     651.69     Jun 14, 1996     665.85
Dec 21, 1995     610.49     Mar 20, 1996     649.98     Jun 17, 1996     665.16
Dec 22, 1995     611.95     Mar 21, 1996     649.19     Jun 18, 1996     662.06
Dec 26, 1995     614.30     Mar 22, 1996     650.62     Jun 19, 1996     661.96
Dec 27, 1995     614.53     Mar 25, 1996     650.04     Jun 20, 1996     662.10
Dec 28, 1995     614.12     Mar 26, 1996     652.97     Jun 21, 1996     666.84
Dec 29, 1995     615.93     Mar 27, 1996     648.91     Jun 24, 1996     668.85
Jan 2, 1996      620.73     Mar 28, 1996     648.94     Jun 25, 1996     668.48
Jan 3, 1996      621.32     Mar 29, 1996     645.50     Jun 26, 1996     664.39
Jan 4, 1996      617.70     Apr 1, 1996      653.73     Jun 27, 1996     668.55
Jan 5, 1996      616.72     Apr 2, 1996      655.26     Jun 28, 1996     670.63
Jan 8, 1996      618.46     Apr 3, 1996      655.88     Jul 1, 1996      675.88
Jan 9, 1996      609.45     Apr 4, 1996      655.86     Jul 2, 1996      673.61
Jan 10, 1996     598.48     Apr 8, 1996      644.24     Jul 3, 1996      672.40
Jan 11, 1996     602.69     Apr 9, 1996      642.19     Jul 5, 1996      657.44





                                   Appendix B
                                     page 9


<PAGE>
                        Standard Poor's 500 Stock Index

        Date     S&P500             Date     S&P500             Date     S&P500
- ------------     ------     ------------     ------     ------------     ------
Jul 8, 1996      652.54     Oct 2, 1996      694.01     Dec 30, 1996     753.85
Jul 9, 1996      654.75     Oct 3, 1996      692.78     Dec 31, 1996     740.74
Jul 10, 1996     656.06     Oct 4, 1996      701.46     Jan 2, 1997      737.01
Jul 11, 1996     645.67     Oct 7, 1996      703.38     Jan 3, 1997      748.03
Jul 12, 1996     646.19     Oct 8, 1996      700.64     Jan 6, 1997      747.65
Jul 15, 1996     629.80     Oct 9, 1996      696.74     Jan 7, 1997      753.23
Jul 16, 1996     628.37     Oct 10, 1996     694.61     Jan 8, 1997      748.41
Jul 17, 1996     634.07     Oct 11, 1996     700.66     Jan 9, 1997      754.85
Jul 18, 1996     643.56     Oct 14, 1996     703.54     Jan 10, 1997     759.50
Jul 19, 1996     638.73     Oct 15, 1996     702.57     Jan 13, 1997     759.51
Jul 22, 1996     633.77     Oct 16, 1996     704.41     Jan 14, 1997     768.86
Jul 23, 1996     626.87     Oct 17, 1996     706.99     Jan 15, 1997     767.20
Jul 24, 1996     626.65     Oct 18, 1996     710.82     Jan 16, 1997     769.75
Jul 25, 1996     631.17     Oct 21, 1996     709.85     Jan 17, 1997     776.17
Jul 26, 1996     635.90     Oct 22, 1996     706.57     Jan 20, 1997     776.70
Jul 29, 1996     630.91     Oct 23, 1996     707.27     Jan 21, 1997     782.72
Jul 30, 1996     635.26     Oct 24, 1996     702.29     Jan 22, 1997     786.23
Jul 31, 1996     639.95     Oct 25, 1996     700.92     Jan 23, 1997     777.56
Aug 1, 1996      650.02     Oct 28, 1996     697.26     Jan 24, 1997     770.52
Aug 2, 1996      662.49     Oct 29, 1996     701.50     Jan 27, 1997     765.02
Aug 5, 1996      660.23     Oct 30, 1996     700.90     Jan 28, 1997     765.02
Aug 6, 1996      662.38     Oct 31, 1996     705.27     Jan 29, 1997     772.50
Aug 7, 1996      664.16     Nov 1, 1996      703.77     Jan 30, 1997     784.17
Aug 8, 1996      662.59     Nov 4, 1996      706.73     Jan 31, 1997     786.16
Aug 9, 1996      662.10     Nov 5, 1996      714.14
Aug 12, 1996     665.77     Nov 6, 1996      724.59
Aug 13, 1996     660.20     Nov 7, 1996      727.65
Aug 14, 1996     662.05     Nov 8, 1996      730.82
Aug 15, 1996     662.28     Nov 11, 1996     731.87
Aug 16, 1996     665.21     Nov 12, 1996     729.56
Aug 19, 1996     666.58     Nov 13, 1996     731.13
Aug 20, 1996     665.69     Nov 14, 1996     735.88
Aug 21, 1996     665.07     Nov 15, 1996     737.62
Aug 22, 1996     670.68     Nov 18, 1996     737.02
Aug 23, 1996     667.03     Nov 19, 1996     742.16
Aug 26, 1996     663.88     Nov 20, 1996     743.95
Aug 27, 1996     666.40     Nov 21, 1996     742.75
Aug 28, 1996     664.81     Nov 22, 1996     748.73
Aug 29, 1996     657.40     Nov 25, 1996     757.03
Aug 30, 1996     651.99     Nov 26, 1996     755.96
Sep 3, 1996      654.72     Nov 27, 1996     755.00
Sep 4, 1996      655.61     Nov 29, 1996     757.02
Sep 5, 1996      649.44     Dec 2, 1996      756.56
Sep 6, 1996      655.68     Dec 3, 1996      748.28
Sep 9, 1996      663.76     Dec 4, 1996      745.10
Sep 10, 1996     663.81     Dec 5, 1996      744.38
Sep 11, 1996     667.28     Dec 6, 1996      739.60
Sep 12, 1996     671.13     Dec 9, 1996      749.76
Sep 13, 1996     680.54     Dec 10, 1996     747.54
Sep 16, 1996     683.98     Dec 11, 1996     740.73
Sep 17, 1996     682.94     Dec 12, 1996     729.30
Sep 18, 1996     681.47     Dec 13, 1996     728.64
Sep 19, 1996     683.00     Dec 16, 1996     720.98
Sep 20, 1996     687.02     Dec 17, 1996     726.04
Sep 23, 1996     686.48     Dec 18, 1996     731.54
Sep 24, 1996     685.61     Dec 19, 1996     745.76
Sep 25, 1996     685.83     Dec 20, 1996     748.87
Sep 26, 1996     685.86     Dec 23, 1996     746.92
Sep 27, 1996     686.19     Dec 24, 1996     751.03
Sep 30, 1996     687.33     Dec 26, 1996      755.82
Oct 1, 1996      689.08     Dec 27, 1996      756.79





                                   Appendix B
                                     page 10
    



<PAGE>
                                     PART C
                               OTHER INFORMATION

Item 24.      Financial Statements and Exhibits
              ---------------------------------

              (a) Financial Statements.

   
                  Included in Part A of the Registration Statement:

                  For the Permanent Portfolio:

                      Financial  Highlights for each  share outstanding for the
                      years ended January 31, 1988 through 1997.

                  For the Treasury Bill Portfolio:

                      Financial  Highlights for each share  outstanding for the
                      period ended  January  31, 1988  and for the  years ended
                      January 31, 1989 through 1997.

                  For the Versatile Bond Portfolio:

                      Financial Highlights for each  share  outstanding for the
                      period  ended January  31,  1992 and for the  years ended
                      January 31, 1993 through 1997.

                  For the Aggressive Growth Portfolio:

                      Financial  Highlights for each share  outstanding  for the
                      period  ended  January  31,  1991 and for the years  ended
                      January 31, 1992 through 1997.

                  Included in Part B of the Registration Statement:

                  For the Permanent Portfolio:

                      Schedule of Investments at January 31, 1997.
                      Statement of Assets and  Liabilities at January 31, 1997.
                      Statement of Operations for the Year Ended 
                      January 31, 1997. 
                      Statements of Changes in Net Assets for the Years Ended
                      January 31, 1996 and 1997.

                  For the Treasury Bill Portfolio:

                      Schedule of Investments at January 31, 1997.  
                      Statement of Assets and  Liabilities at January 31, 1997.
                      Statement of Operations for the Year Ended 
                      January 31, 1997. 
                      Statements of Changes in Net Assets for the Years Ended
                      January 31, 1996 and 1997.

                  For the Versatile Bond Portfolio:

                      Schedule of Investments at January 31, 1997.  
                      Statement of Assets and  Liabilities at January 31, 1997.
                      Statement of Operations for the Year Ended 
                      January 31, 1997. 
                      Statements of Changes in Net Assets for the Years Ended
                      January 31, 1996 and 1997.

<PAGE>

                  For the Aggressive Growth Portfolio:

                      Schedule of Investments at January 31, 1997. 
                      Statement of Assets and  Liabilities at January 31, 1997.
                      Statement of Operations for the Year Ended 
                      January 31, 1997. 
                      Statements of Changes in Net Assets for the Years Ended
                      January 31, 1996 and 1997.

                  For all Portfolios:

                      Notes to Financial Statements.
                      Independent Auditors' Report of KPMG Peat Marwick LLP.
    
                  Schedules Omitted:

                      Required schedules are included in Registrant's Reports.

              (b) Exhibits.

                  (1.1) Copy of Articles of Incorporation of Registrant. (a)

                  (1.2) Copy of Amendment to Articles of Incorporation of
                            Registrant. (f)

                  (2.1) Copy of Bylaws (a) and amendments to Bylaws (d) of
                            Registrant.

                  (2.2) Copy of Amendment to Bylaws of Registrant. (j)

                  (2.3) Copy of Amended and Restated Bylaws of Registrant. (n)

                  (3)   None.

                  (4)   Specimen copy of Common Stock of Registrant. (a)

                  (5)   Copy of  Investment  Advisory  Contract by and between
                        Registrant and World Money Managers dated
                        June 19, 1996. 
   
                  (6)   None.
    
                  (7)   None.

                  (8.1) Copy of Custodian Agreement between Registrant and State
                        Street Bank and Trust Company. (c)

                  (8.2) Copy of Sub-Custodian  Agreement between State Street
                        Bank and Trust Company and Bank of Delaware.(e)

                  (8.3) Copy of Subcustody  Agreement  between The Chase  
                        Manhattan Bank, N.A. and State Street Bank and Trust 
                        Company. (e)

                  (8.4) Copy of  Agreement  between  The  Chase  Manhattan
                        Bank,  N.A.  and Registrant. (f)

                  (8.5) Copy of  Amendment  to  Custodian  Contract  between
                        Registrant and State Street Bank and Trust Company. (h)
<PAGE>

                 (8.6)  Copy of Amendment to Custodian Contract between
                        Registrant and State Street Bank and Trust Company. (p)

                 (9.1)  Copy of Transfer Agent Agreement between Registrant and
                        AIM Financial Services, Inc. (f)

                 (9.2)  Copy  of  Administrative   Agreement   between  World
                        Money Managers and Permanent Portfolio Information, Inc.
                        (f)

                (10)    Opinion and Consent of Richard B. Rolnick,  Esq., filed
                        with respect to the Registration Statement under the
                        Securities Act of 1933. (l)

                (11)    Consent and Report of Ernst & Young, Independent
                        Auditors. (o)

                (11.1)  Consent and Report of Ernst & Young LLP, Independent
                        Auditors. (p)

                (11.2)  Consent of KPMG Peat Marwick LLP, Independent Auditors.

                (12)    None.

                (13)    None.

                (14)    Copy  of  prototype  of  Individual  Retirement  Account
                        Custodial  Account Agreement to be entered into by those
                        of Registrant's shareholders who so desire and
                        Registrant's Custodian. (g)

                (15)    None.

                (16)    Schedules of Calculations of Performance Data.
   
                (17)    Financial Data Schedules.
    
         -----------------

     (a) Filed as Exhibits  (1),  (2)  and (4),  respectively,  to  Registrant's
         Registration  Statement  on Form  N-1,  filed  with the  Commission  on
         January 12, 1982, and incorporated herein by this reference.

     (c) Filed as Exhibit (8) to Amendment  No. 2 to  Registrant's  Registration
         Statement on Form N-1,  filed with the  Commission on July 8, 1982, and
         incorporated herein by this reference.

     (d) Filed as Exhibit (2) to Amendment  No. 3 to  Registrant's  Registration
         Statement on Form N-1,  filed with the  Commission on October 12, 1982,
         and incorporated herein by this reference.

     (e) Filed as Exhibit (8) to Post-Effective  Amendment No. 3 to Registrant's
         Registration Statement on Form N-1A, filed with the Commission on
         April 1, 1985, and incorporated  herein by this reference.

     (f) Filed as Exhibits (1), (8)  and (9),  respectively,  to  Post-Effective
         Amendment No. 4 to  Registrant's  Registration  Statement on Form N-1A,
         filed with the Commission on March 7, 1986, and incorporated  herein by
         this reference.
<PAGE>
     (g) Filed as an exhibit to Registrant's  Annual Report on Form N-1R for the
         year ended  December 31, 1983 and the month ended January 31, 1984, and
         incorporated herein by this reference.

     (h) Filed as Exhibit (8) to Post-Effective  Amendment No. 5 to Registrant's
         Registration  Statement  on Form N-1A,  filed with the  Commission  on
         March 17, 1987, and incorporated herein by this reference.

     (i) Filed as Exhibit (10) to Post-Effective Amendment No. 7 to Registrant's
         Registration  Statement  on Form N-1A,  filed with the  Commission  on
         March 31, 1988, and incorporated herein by this reference.

     (j) Filed  as  Exhibits  (2) to  Post-Effective Amendment No. 10 to
         Registrant's  Registration  Statement on Form N-1A, filed with the
         Commission on May 31, 1990, and  incorporated herein by this reference.
    
     (l) Filed  as  Exhibit  (10)  to   Post-Effective   Amendment   No.  13  to
         Registrant's  Registration  Statement  on Form  N-1A,  filed  with  the
         Commission on July 29, 1991, and incorporated herein by this reference.
    
     (n) Filed  as  Exhibit  (2)  to   Post-Effective   Amendment  No.  16  to
         Registrant's  Registration  Statement  in Form  N-1A,  filed  with  the
         Commission on June 1, 1993, and incorporated herein by this reference.

     (o) Filed  as  Exhibit  (11)   to  Post-Effective   Amendment   No. 17  to 
         Registrant's  Registration  Statement  on  Form  N-1A,  filed  with the
         Commission on April 5, 1994, and incorporated herein by this reference.

     (p) Filed as Exhibits (8) and  (11),  respectively,  to  Post-Effective
         Amendment No. 19 to Registrant's Registration Statement on Form N-1A, 
         filed with the Commission on May 31, 1995, and incorporated  herein by
         this reference.

<PAGE>
   
Item 25.      Persons Controlled by or Under Common Control with Registrant
              -------------------------------------------------------------

              None.

Item 26.      Number of Holders of Securities
              -------------------------------

              The number of record  holders of the only class of  securities of
              Registrant  issued  and  outstanding as of  March 7, 1997  was as
              follows:

                    Title of Class           Number of Record Holders
              -----------------------------  ------------------------
              Common Stock, $.001 par value:
                   Permanent Portfolio            3,932
                   Treasury Bill Portfolio        3,183
                   Versatile Bond Portfolio         690
                   Aggressive Growth Portfolio      999
                                                 ------
              Total                               8,804
                                                 ======
    

Item 27.      Indemnification
              ---------------

              Reference  is made to Part One,  Paragraph  (5) of the  Investment
              Advisory Contract filed as Exhibit (5) hereto.

              Reference is made to Section  2-418 of the  Maryland  Corporations
              and Associations Law, which generally provides for indemnification
              of directors,  officers, employees and agents by reason of service
              in that capacity unless it is established that the act or omission
              of the  person  was  material  to the  matter  giving  rise to the
              proceeding,  and was  committed  in bad faith or was the result of
              active or deliberate  dishonesty,  or the person actually received
              an improper personal benefit in money,  property or services,  or,
              in the case of any criminal proceeding,  the person had reasonable
              cause to believe that the act or omission was unlawful.

              Reference  is made to Article  VIII of the  Amended  and  Restated
              Bylaws of the Registrant filed as Exhibit (2.3) hereto.

              Insofar  as  indemnification  for  liabilities  arising  under the
              Securities Act of 1933 may be permitted to directors,  officers or
              controlling  persons of the Registrant,  pursuant to the foregoing
              provisions,  or otherwise, the Registrant has been advised that in
              the  opinion  of  the  Securities  and  Exchange  Commission  such
              indemnification  is against  public policy as expressed in the Act
              and is,  therefore,  unenforceable.  In the event that a claim for
              indemnification  against such liabilities  (other than the payment
              by the  Registrant  of  expenses  incurred  or paid by a director,
              officer or controlling  person of the Registrant in the successful
              defense of any  action,  suit or  proceeding)  is asserted by such
              director,  officer or  controlling  person in connection  with the
              securities being  registered,  the Registrant will,  unless in the
              opinion of its counsel the matter has been settled by  controlling
              precedent,  submit  to a court  of  appropriate  jurisdiction  the
              question  whether  such  indemnification  by it is against  public
              policy as  expressed  in the Act and will be governed by the final
              adjudication of such issue.

Item 28.      Business and Other Connections of Investment Adviser
              ----------------------------------------------------

              See  "Organization  and Management" in the Prospectus  included as
              Part A of this  Registration  Statement  and  "Management"  in the
              Statement  of  Additional  Information  included as Part B of this
              Registration Statement.


<PAGE>

Item 29.      Principal Underwriters
              ----------------------

              (a) None.
   
              (b) None. 
    
              (c) None.

Item 30.      Location of Accounts and Records
              --------------------------------

              Accounts,  books and other documents  required by Section 31(a) of
              the  Investment  Company Act of 1940, as amended,  and Rules 31a-1
              and 31a-2  promulgated  thereunder  are maintained and held in the
              offices  of  Registrant  and its  investment  adviser,  625 Second
              Street, Suite 102, Petaluma, California 94952.

              Records covering  shareholder  accounts are maintained and kept by
              Registrant's  transfer agent, Chase Global Funds Services Company,
              73 Tremont Street, Boston, Massachusetts 02108.

              Records covering portfolio transactions are maintained and kept by
              Registrant's  custodian,  State Street Bank and Trust Company, The
              Joseph  Palmer  Building-North  Wing,  One Heritage  Drive,  North
              Quincy, Massachusetts 02171.

Item 31.      Management Services
              -------------------

              Inapplicable.

Item 32.      Undertakings
              ------------

              Inapplicable.


<PAGE>
                                   SIGNATURES
                                   ----------

   
     Pursuant  to  the  requirements  of the  Securities  Act of  1933  and  the
Investment   Company   Act  of  1940  the   Registrant   has  duly  caused  this
Post-Effective  Amendment No. 21 to  Registration  Statement to be signed on its
behalf by the undersigned,  thereunto duly authorized,  in the City of Petaluma,
and State of California on the 3rd day of April, 1997.


                                       PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.



                                        By   TERRY COXON
                                            -----------------------------------
                                             Terry Coxon, President


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Post-Effective  Amendment No. 21 to Registration Statement has been signed below
by the following persons in the capacities indicated on April 3, 1997.
    


*DAVID BERGLAND                     Director
- -----------------------------
David Bergland

   
*HUGH A. BUTLER                     Director
- -----------------------------
Hugh A. Butler
    

TERRY COXON                         President and Director
- -----------------------------       (principal executive officer)
Terry Coxon


MICHAEL J. CUGGINO                  Treasurer
- -----------------------------       (principal financial and accounting officer)
Michael J. Cuggino


*ROBERT B. MARTIN, JR.              Director
- -----------------------------
Robert B. Martin, Jr.


ALAN SERGY                          Secretary and Director
- -----------------------------
Alan Sergy


*MARK TIER                          Director
- -----------------------------
Mark Tier

*By:       TERRY COXON
    ------------------------------------
           Terry Coxon, Attorney-in-fact




                                   
                          INVESTMENT ADVISORY CONTRACT

This INVESTMENT  ADVISORY  CONTRACT (the "Contract") is made and entered into by
and between Permanent  Portfolio Family of Funds, Inc. (the "Fund"),  a Maryland
corporation,  and World Money Managers (the "Investment  Adviser"), a California
limited partnership, with reference to the following facts:

      A. The Fund,  through its shareholders  and Board of Directors,  including
those  Directors who are not interested  persons,  as defined in the Act, of the
Investment Adviser,  and the Investment  Adviser,  through its General Partners,
have determined that it would be in the best interests of each of the respective
entities to enter into and adopt this Contract. 

NOW,  THEREFORE,  in  consideration  of the above  recitals  and other  good and
valuable consideration, the parties agree as follows:

PART ONE:  INVESTMENT ADVICE AND OTHER SERVICES

     (1) The Fund hereby  retains the  Investment  Adviser,  and the  Investment
Adviser hereby  agrees,  for the period of this Contract and under the terms and
conditions  hereinafter  set  forth,  to  furnish  the  Fund  continuously  with
suggested investment  planning,  to provide investment advice with regard to the
Fund,  to prepare and make  available  to the Fund all  necessary  research  and
statistical  data  in  connection  therewith  and to make  recommendations  with
respect to the purchase and sale and the acquisition and disposition of specific
securities and other assets by the Fund; to furnish the Fund all administrative,
accounting, clerical, statistical, correspondence and other services required in
connection with the administration of the affairs of the Fund; to furnish or pay
for all supplies,  printed  material,  office equipment,  furniture,  and office
space as the Fund may require; and to pay or reimburse such expenses of the Fund
as may be specified in Part Three  hereof;  subject  always to the direction and
control of the Board of Directors and the  authorized  officers of the Fund. The
Investment  Adviser  agrees to maintain an adequate  organization  of  competent
persons to provide the services and to perform the functions  herein  mentioned.
All the foregoing  services and  materials  shall be furnished at the expense of
the Investment Adviser except as may be qualified by Part Three hereof.

     (2) The  Investment  Adviser  covenants  and  agrees  that  the  investment
planning,  investment advice and recommendations that it furnishes the Fund will
be in accordance with general investment  policies and objectives of the Fund as
disclosed to the Investment Adviser from time to time by the Fund.

     (3) The Investment Adviser agrees that all of its recommendations or advice
relating to the  acquisition or disposition of securities or other assets by the
Fund shall be transmitted to the Fund in writing.

     (4) The Fund  agrees  that it will  furnish to the  Investment  Adviser any
information that the latter requests with respect to the Fund's actions upon all
recommendations  and advice  relating  to the  acquisition  and  disposition  of
securities  and other  assets by the Fund,  and in all  detail  required  by the
Investment  Adviser;  and the Fund further  agrees to furnish to the  Investment
Adviser any  information  that the latter may request  with respect to any other
purchases or sales of securities or other assets by the Fund.

     (5) It is understood and agreed that in furnishing the Fund with investment
advice and other services as herein provided, neither the Investment Adviser nor
any partner or agent  thereof  shall be held liable to the Fund or its creditors
or  shareholders  for errors of  judgment  or for any acts or  omissions  by it,
except those involving willful  misfeasance,  bad faith,  gross  negligence,  or
reckless  disregard  of its  obligations  and  duties  under  the  terms of this
Contract.  It is further understood and agreed that the Investment Adviser shall
not be  accountable  for any  loss  suffered  by the Fund by the  reason  of the
latter's  action or  non-action  on the basis of any advice,  recommendation  or
approval of the  Investment  Adviser,  its partners or agents made in accordance
with the preceding sentence. 



                                   
                                       1
<PAGE>

PART TWO: COMPENSATION TO INVESTMENT ADVISER

     (1) The Fund covenants and agrees to pay to the Investment Adviser, and the
Investment  Adviser covenants and agrees to accept from the Fund in full payment
for all investment advice,  material and other services  furnished,  and for the
use of all facilities and equipment,  and for all expenses paid or reimbursed by
the Investment Adviser  hereunder,  fees for each calendar year at the following
annual rates of total average  daily net assets,  to be computed for each day of
each  such year on the basis of net  assets as of the close of  business  on the
next preceding full business day:

        (i) for each  Portfolio,  1/4 of 1% (0.25%) of the first $200 million of
     the Portfolio's average daily net assets; plus

        (ii) for the Fund as a  whole,  7/8 of 1%  (0.875%)  of the  first  $200
     million of the Fund's  average  daily net assets;  13/16 of 1% (0.8125%) of
     the next $200  million of the Fund's  average  daily net assets;  3/4 of 1%
     (0.75%) of the next $200  million of the Fund's  average  daily net assets;
     and 11/16 of 1% (0.6875%) of all of the Fund's  average daily net assets in
     excess of $600  million,  such fee for the Fund as a whole to be  allocated
     among the  Portfolios  of the Fund in proportion  to their  respective  net
     assets.

In the case of the suspension of the  computation  of net asset value,  the said
fees for each day during  such  suspension  shall be computed as of the close of
business on the last full business day on which the net assets were computed. As
used herein,  "net assets" as of the close of a full  business day shall reflect
all  transactions  in shares of the Fund  recorded  on the books of the Fund for
that day.

     (2) The foregoing fees shall be paid on a monthly basis. In the case of the
first payment of the above fees, which shall commence as to any Portfolio of the
Fund as of the effective date of this Contract as to that Portfolio,  and in the
event of termination of this Contract, the fees accrued shall be prorated on the
basis of the  number of days that this  Contract  is in effect  during the month
with respect to which such payment is made.

     (3) The fees  provided for  hereunder  shall be paid in cash by the Fund to
the Investment  Adviser within five (5) business days after the last day of each
month.

     (4) The fees provided for  hereunder  shall be reduced for each fiscal year
in the amount by which  aggregate  annual  expenses  of the Fund for that fiscal
year exceeds any  applicable  statutory or  regulatory  limitations,  determined
monthly.

PART THREE:  ALLOCATION OF EXPENSES

     The  Investment  Adviser  agrees to pay,  cause to be paid or reimburse the
Fund for all its ordinary  operating expenses during the period of this Contract
except:

        (a) Fees payable to the  Investment  Adviser for the  latter's  services
     under this agreement.

        (b) All fees, costs, expenses and allowances payable to any person, firm
     or corporation in relation to the Fund's investments, including interest on
     borrowings.

        (c) All taxes of any kind payable by the Fund.

        (d) All  brokerage  commissions  and charges in the purchase and sale of
     the Fund's assets.

        (e) All  salaries,  fees and expenses of  directors  and officers of the
     Fund.

        (f) All  extraordinary  fees, costs and expenses of the Fund,  including
     any fees,  costs and  expenses  associated  with  litigation,  governmental
     investigations  or administrative  proceedings,  including the costs of any
     settlements.

PART FOUR:  MISCELLANEOUS

     (1) The Investment Adviser shall be deemed to be an independent  contractor
and, except as expressly  provided or authorized in the Contract,  shall have no
authority to act for or represent the Fund.

     (2) A "full  business  day" shall be defined as a day with respect to which
the New York Stock Exchange is open for business,  and with respect to which the
actual  time of closing  of such  Exchange  is that time  which  shall have been
scheduled  for such closing in advance of the opening of such  Exchange and "the
close of business" shall be defined as the time of closing of the New York Stock
Exchange.

                                   
                                       2
<PAGE>

     (3) The Fund  recognizes  that the  Investment  Adviser  may in the  future
render investment advice and other services to other investment  companies which
may or may not have investment  policies and investments similar to those of the
Fund and that the  Investment  Adviser  and/or one or more of its  partners  may
manage its own investments and those of its subsidiaries and affiliates, if any.
The  Investment  Adviser  and/or  one or more of its  partners  shall be free to
render such  investment  advice and other services and the Fund hereby  consents
thereto.

     (4) Neither this Contract nor any  transaction had pursuant hereto shall be
invalidated or in anyway affected by the fact that directors,  officers,  agents
and/or  shareholders  of the Fund  are or may be  interested  in the  Investment
Adviser, or any successor or assignee thereof, as partners, directors, officers,
stockholders or otherwise; that partners or agents of the Investment Adviser are
or may be  interested  in the  Fund  as  directors,  officers,  shareholders  or
otherwise; or that the Investment Adviser, or any successor or assignee thereof,
is or may be  interested in the Fund as a  shareholder  or otherwise;  provided,
however,  that neither the Investment Adviser nor any partner or employee of the
Investment Adviser nor any officer,  director or employee of the Fund shall sell
to or buy from the Fund any property or security other than shares issued by the
Fund, except in accordance with an applicable statute, regulation,  exemption or
order of the United States Securities and Exchange Commission.

     (5) Any notice under this  Contract  shall be given in writing,  addressed,
and delivered,  or mailed  postpaid,  to the party to this Contract  entitled to
receive  such,  at  each  party's  principal  place  of  business  in  Petaluma,
California,  or to such other  address as either party may  designate in writing
mailed to the other.

     (6) The  Investment  Adviser  agrees  that no  partner or  employee  of the
Investment  Adviser  will act for or on  behalf  of the  Fund  with  himself  as
principal or agent,  or with any corporation or partnership in which he may have
a financial interest, except that this shall not prohibit:

        (a)  Partners  or  employees  of the  Investment  Adviser  from having a
     financial interest in the Fund or in the Investment Adviser.

        (b) The purchase of securities or other assets for the Fund, or the sale
     of securities or other assets owned by the Fund,  through a security broker
     or dealer, one or more of whose partners,  officers, directors or employees
     is  a  partner  or  employee  of  the  Investment  Adviser,  provided  such
     transactions  are  handled  in the  capacity  of broker  only and  provided
     commissions  charged do not exceed  customary  brokerage  charges  for such
     services.

     (7)  The  Investment  Adviser  agrees  that,  except  as  herein  otherwise
expressly  provided,  neither it nor any of its partners or employees  shall, at
any time during the period of this Contract,  make, accept or receive,  directly
or  indirectly,  any fees,  profits or emoluments of any character in connection
with the purchase or sale of  securities  (except  shares issued by the Fund) or
other assets by or for the Fund.

     (8) The Board of Directors of the Fund may adopt such provisions and obtain
such insurance as they deem to be in the best interests of the Fund to indemnify
and hold harmless the officers and directors of the Fund and the partners of the
Investment  Adviser  against  liability for their acts or omissions on behalf of
the Fund,  except those acts or omissions  involving  willful  misfeasance,  bad
faith, gross negligence, or reckless disregard of their obligations or duties to
the Fund; provided,  however, that such insurance provides merely for payment to
the Fund of any  damages  caused  by such  persons  and for  subrogation  of the
insurer to the rights of the Fund to recover from such persons.

     (9) World  Money  Managers  has the  right to copy and use for any  purpose
whatsoever all mailing or shareholder  lists generated during its term as, or in
the course of its services as, investment  adviser to the Fund, and the Fund may
not otherwise disclose such lists except as it may be required to do so by law.



















                                   
                                       3
<PAGE>

     (10) The Fund agrees that each shareholder shall pay the Investment Adviser
an  account  maintenance  fee of $1.50 per month  (regardless  of the  number of
Portfolios of the Fund in which the shareholder invests) or such other amount as
may from  time to time be  agreed  upon  between  the  Fund  and the  Investment
Adviser;  provided,  however,  that the  account  maintenance  fee  shall not be
payable with respect to an Individual  Retirement  Account  maintained  with the
Fund by a shareholder who also maintains a regular  shareholder account with the
Fund in exactly the same name and address.  The Fund further  agrees to arrange,
to the extent practical, for the collection of this fee. However, the Fund shall
not be liable for the payment of the fee or for the  failure of any  shareholder
to pay it, nor shall the  Investment  Adviser be relieved of any  obligation  to
perform under this Contract by reason of non-payment of the fee.

     (11)  The  Fund  agrees  that  each  investor  in the  Fund  shall  pay the
Investment  Adviser a one-time  account  start-up  fee of $35.00,  or such other
amount  as may  from  time to time be  agreed  upon  between  the  Fund  and the
Investment Adviser. The Fund further agrees to arrange, to the extent practical,
for the collection of this fee.

     (12) If any  provision  of this  Contract  shall  be held or made  invalid,
illegal or unenforceable by any judicial decision,  statute,  rule or otherwise,
the  remaining  provisions of this  Contract  shall not be affected  thereby and
shall  remain  in  full  force  and  effect  as  if  the  invalid,   illegal  or
unenforceable provision had not been included herein.

     (13) This Contract  shall be governed by and  construed in accordance  with
the laws of the State of California.

PART FIVE:  RENEWAL AND TERMINATION

     (1) This  Contract  shall  continue in effect until  January 31, 1997,  and
shall  continue  from year to year  thereafter  unless and until  terminated  by
either party as hereinafter  provided,  except that such continuance  thereafter
shall be specifically approved as to any Portfolio of the Fund at least annually
(1) by the Board of  Directors  of the Fund or by a vote of the  majority of the
outstanding voting shares of that Portfolio and (2) by the vote of a majority of
the Directors who are not parties to this Contract or interested  persons of any
such party, cast in person at a meeting called for the purpose of voting on such
approval. As used in this paragraph, the term "interested person" shall have the
same meaning as set forth in the Investment Company Act of 1940, as amended.

     (2) This Contract may be terminated with respect to any Portfolio by either
the Fund or the  Investment  Adviser at any time by giving the other party sixty
days' previous written notice of such intention to terminate;  provided that any
such termination shall be made without the payment of any penalty,  and provided
further that such  termination may be effected on behalf of any Portfolio of the
Fund either by the Board of  Directors  of the Fund or by a vote of the majority
of the outstanding voting shares of that Portfolio.

     (3) The term  "the  majority  of the  outstanding  voting  shares"  for the
purposes of this Contract shall be the vote at a  shareholders'  annual meeting,
or a special  meeting duly called for that purpose,  of  sixty-seven  percent or
more of such  shares  present at such  meeting if the holders of more than fifty
percent of such outstanding voting shares are present or represented by proxy at
the meeting, or more than fifty percent of such outstanding shares, whichever is
less.  During  such times as the Fund  issues  two or more  classes or series of
stock, such matters shall be deemed to be effectively acted upon with respect to
any such class or series if a majority of the outstanding  voting shares of such
class or series votes for the approval of such matter,  notwithstanding (A) that
such  matter  has  not  been  approved  by  the  holders  of a  majority  of the
outstanding  voting shares of any other class or series affected by such matter,
and (B) that such matter has not been  approved by the vote of a majority of the
outstanding voting shares of the Fund.

     (4) This Contract shall terminate in the event of its assignment,  the term
"assignment"  for this  purpose  having  the same  meaning  as set  forth in the
Investment Company Act of 1940, as amended.


















                                   
                                       4
<PAGE>

     This Contract shall become  effective as to all Portfolios upon approval by
the majority of the respective outstanding voting shares of all Portfolios.

     IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  the  foregoing
agreement on June 19, 1996.

         PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
         By  TERRY COXON
            --------------------------
             Terry Coxon, President

         WORLD MONEY MANAGERS
         By  TERRY COXON
            --------------------------
             Terry Coxon, General Partner

























































                                   
                                        5





   

                          Independent Auditors' Consent
                          

The Board of Directors and Shareholders
Permanent Portfolio Family of Funds, Inc.:

We consent to the use of our report dated March 24, 1997,  on the  statements of
assets and  liabilities,  including the schedules of  investments,  of Permanent
Portfolio  Family  of  Funds,  Inc.  (comprising,  respectively,  the  Permanent
Portfolio,  the Treasury Bill  Portfolio,  the Versatile  Bond Portfolio and the
Aggressive Growth Portfolio) as of January 31, 1997, and the related  statements
of operations  for the year then ended,  the statements of changes in net assets
for each of the  years in the two year  period  then  ended,  and the  financial
highlights  for each of the years in the three year period  then  ended,  in the
Permanent  Portfolio Family of Funds Inc.'s  Post-Effective  Amendment No. 21 to
the Registration  Statement Number 2-75661 on Form N-1A under the Securities Act
of 1933 and Amendment No. 21 to the  Registration  Statement  Number 811-3379 on
Form N-1A under the Investment Company Act of 1940.

We also  consent to the  references  to our Firm under the  headings  "Financial
Highlights"  and "Reports" in the Prospectus  and "Financial  Statements" in the
Statement of Additional Information.  

Our report dated March 24, 1997, contains  an explanatory  paragraph that states
that the Securities and Exchange Commission instituted public administrative and
cease-and-desist  proceedings on January 13, 1997, against the Fund's investment
adviser,  a wholly owned investment of the Permanent  Portfolio,  and two of the
Fund's directors and officers.


/s/ KPMG Peat Marwick LLP

San Francisco, California
March 31, 1997

    


   

                    PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                               PERMANENT PORTFOLIO
                  SCHEDULE OF CALCULATIONS OF PERFORMANCE DATA



       n
P (1+T)  = ERV

P = initial  investment in shares 
T = average  annual total return 
n = number of days
ERV = ending redeemable value

Average annual total return for 1 year ended 1/31/97:

       n
P (1+T)  = ERV

           1
1,000 (1+T)  = 1,005.12

1+T = 1.00512

T = 0.51%

Average annual total return for 5 years ended 1/31/97:

       n
P (1+T)  = ERV

           5
1,000 (1+T)  = 1,324.46

             1/5
1+T = 1.32446

1+T = 1.05781

T = 5.78%

Average annual total return for 10 years ended 1/31/97:

       n
P (1+T)  = ERV

           10
1,000 (1+T)   = 1,621.89

             1/10
1+T = 1.62189

1+T = 1.04955

T = 4.96%

Average annual total return for 14 years, 62-days ended 1/31/97:

       n
P (1+T)  = ERV

           14.1699
1,000 (1+T)        = 1,964.00

   1/14.1699
1+T          = 1.96400

1+T = 1.04879

T = 4.88%

<PAGE>


                    PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                             TREASURY BILL PORTFOLIO
                  SCHEDULE OF CALCULATIONS OF PERFORMANCE DATA




Yield for 7 days ended 1/31/97:

Share price at 1/24/97 (net of capital gains):       $67.51
Share price at 1/31/97 (net of capital gains):       $67.56


     (                         )
     (      67.56 - 67.51      )            365
     (      -------------      )     *      ---       =     3.86%
     (          67.51          )             7


Effective yield for 7 days ended 1/31/97:


              [(                           )  ^   52.14   ]
              [(        67.56 - 67.51      )              ]
              [(  1  +  -------------      )              ] -  1  =   3.94%
              [(            67.51          )              ] 



<PAGE>


                    PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                            VERSATILE BOND PORTFOLIO
                  SCHEDULE OF CALCULATIONS OF PERFORMANCE DATA


       n
P (1+T) = ERV 

P = initial  investment in shares 
T = average annual total return
n = number of days 
ERV = ending redeemable value

Average annual total return for 1 year ended 1/31/97:

       n
P (1+T)  = ERV

           1           
1,000 (1+T)  = 1,045.21

1+T = 1.04521

T = 4.52%


Average annual total return for 5 years ended 1/31/97:

       n
P (1+T)  = ERV

           5
1,000 (1+T)   = 1,259.71

              1/5
1+T = 1.25971

1+T = 1.04726

T = 4.73%


Average annual total return for 5 years, 127-days ended 1/31/97:

       n
P (1+T)  = ERV

           5.3479
1,000 (1+T)      = 1,273.98

              1/5.3479
1+T = 1.27398

1+T = 1.04632

T = 4.63%


<PAGE>
Yield for 30 days ended 1/31/97:

                            [(                   )  6    ]
    YIELD    =              [(       a-b    + 1  )       ]
                     2      [(      -------      )    -1 ]
                            [(      (c)(d)       )       ]

a = dividends and interest earned during the period

b = expenses accrued for the period (net of reimbursements)

c = the average daily number of shares  outstanding  during the period that were
    entitled to receive dividends

d = the maximum offering price per share on the last day of the period

                            [(                                )  6    ]
                            [(       93,765.38-16,149.81 + 1  )       ]
    YIELD    =       2      [(      --------------------      )    -1 ]
                            [(      (337,793.300)(57.24)      )       ]
                     



                            [(                                )  6    ]
                            [(          77,615.57  + 1        )       ]
    YIELD    =       2      [(      -------------             )    -1 ]
                            [(      19,335,288.49             )       ]
                     

                            [(                                )  6    ]
                            [(                                )       ]
    YIELD    =       2      [(      1.00401419                )    -1 ]
                            [(                                )       ]
                     


                            [(                                        ]
                            [(                                        ]
    YIELD    =       2      [(      .02432814                         ]
                            [(                                        ]
                     

    YIELD    =       4.8656%

<PAGE>


                    PERMANENT PORTFOLIO FAMILY OF FUNDS, INC.
                           AGGRESSIVE GROWTH PORTFOLIO
                  SCHEDULE OF CALCULATIONS OF PERFORMANCE DATA


       n
P (1+T)  = ERV

P = initial  payment 
T = average  annual  total  return 
n = number of days 
ERV = ending redeemable value

Average annual total return for 1 year ended 1/31/97:

       n
P (1+T)  = ERV

           1
1,000 (1+T)  = 1,179.25

1+T = 1.17925

T = 17.93%


Average annual total return for 5 years ended 1/31/97:

       n
P (1+T)  = ERV

           5
1,000 (1+T) = 2,276.91

             1/5
1+T = 2.27691

1+T = 1.17888

T = 17.89%


Average annual total return for 7 years, 29-days ended 1/31/97:

       n
P (1+T)  = ERV

           7.079
1,000 (1+T)      = 2,589.03

             1/7.079
1+T = 2.58903

1+T = 1.14382

T = 14.38%


    

<TABLE> <S> <C>

<ARTICLE>                                                            6
<SERIES>                                                          
<NAME>                                             PERMANENT PORTFOLIO
<NUMBER>                                                           001
       
<S>                                                   <C>
<MULTIPLIER>                                                         1
<CURRENCY>                                                           1
<PERIOD-TYPE>                                        YEAR
<FISCAL-YEAR-END>                                    JAN-31-1997
<PERIOD-END>                                         JAN-31-1997
<EXCHANGE-RATE>                                                      1
<INVESTMENTS-AT-COST>                                       65,365,715
<INVESTMENTS-AT-VALUE>                                      70,198,841
<RECEIVABLES>                                                2,912,740
<ASSETS-OTHER>                                                       0
<OTHER-ITEMS-ASSETS>                                            98,728
<TOTAL-ASSETS>                                              73,210,309
<PAYABLE-FOR-SECURITIES>                                             0
<SENIOR-LONG-TERM-DEBT>                                              0
<OTHER-ITEMS-LIABILITIES>                                      218,786
<TOTAL-LIABILITIES>                                            218,786
<SENIOR-EQUITY>                                                      0
<PAID-IN-CAPITAL-COMMON>                                    59,574,787
<SHARES-COMMON-STOCK>                                            3,966
<SHARES-COMMON-PRIOR>                                            4,077
<ACCUMULATED-NII-CURRENT>                                    7,322,418
<OVERDISTRIBUTION-NII>                                               0
<ACCUMULATED-NET-GAINS>                                      1,305,232
<OVERDISTRIBUTION-GAINS>                                             0
<ACCUM-APPREC-OR-DEPREC>                                     4,785,120
<NET-ASSETS>                                                72,991,523
<DIVIDEND-INCOME>                                              639,905
<INTEREST-INCOME>                                            2,556,926
<OTHER-INCOME>                                                       0
<EXPENSES-NET>                                               1,113,808
<NET-INVESTMENT-INCOME>                                      2,083,023
<REALIZED-GAINS-CURRENT>                                     1,307,234
<APPREC-INCREASE-CURRENT>                                   (3,007,576)
<NET-CHANGE-FROM-OPS>                                          382,681
<EQUALIZATION>                                                (249,430)
<DISTRIBUTIONS-OF-INCOME>                                   (1,647,665)
<DISTRIBUTIONS-OF-GAINS>                                      (352,938)
<DISTRIBUTIONS-OTHER>                                                0
<NUMBER-OF-SHARES-SOLD>                                      7,182,111
<NUMBER-OF-SHARES-REDEEMED>                                (10,801,933)
<SHARES-REINVESTED>                                          1,837,906
<NET-CHANGE-IN-ASSETS>                                      (3,649,268)
<ACCUMULATED-NII-PRIOR>                                      6,927,153
<ACCUMULATED-GAINS-PRIOR>                                    1,989,968
<OVERDISTRIB-NII-PRIOR>                                              0
<OVERDIST-NET-GAINS-PRIOR>                                           0
<GROSS-ADVISORY-FEES>                                          841,843
<INTEREST-EXPENSE>                                                   0
<GROSS-EXPENSE>                                              1,113,808
<AVERAGE-NET-ASSETS>                                        74,984,352
<PER-SHARE-NAV-BEGIN>                                            18.80
<PER-SHARE-NII>                                                    .52
<PER-SHARE-GAIN-APPREC>                                           (.41)
<PER-SHARE-DIVIDEND>                                              (.42)
<PER-SHARE-DISTRIBUTIONS>                                         (.09)
<RETURNS-OF-CAPITAL>                                                 0
<PER-SHARE-NAV-END>                                              18.40
<EXPENSE-RATIO>                                                   .015
<AVG-DEBT-OUTSTANDING>                                               0
<AVG-DEBT-PER-SHARE>                                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                                            6
<SERIES>                                                          
<NAME>                                         TREASURY BILL PORTFOLIO
<NUMBER>                                                           002
       
<S>                                                  <C>
<MULTIPLIER>                                                         1
<CURRENCY>                                                           1
<PERIOD-TYPE>                                        YEAR
<FISCAL-YEAR-END>                                    JAN-31-1997
<PERIOD-END>                                         JAN-31-1997
<EXCHANGE-RATE>                                                      1
<INVESTMENTS-AT-COST>                                      103,731,275
<INVESTMENTS-AT-VALUE>                                     103,734,348
<RECEIVABLES>                                                2,020,667
<ASSETS-OTHER>                                                       0
<OTHER-ITEMS-ASSETS>                                                 0
<TOTAL-ASSETS>                                             105,755,015
<PAYABLE-FOR-SECURITIES>                                             0
<SENIOR-LONG-TERM-DEBT>                                              0
<OTHER-ITEMS-LIABILITIES>                                      413,480
<TOTAL-LIABILITIES>                                            413,480
<SENIOR-EQUITY>                                                      0
<PAID-IN-CAPITAL-COMMON>                                   103,226,668
<SHARES-COMMON-STOCK>                                            1,559
<SHARES-COMMON-PRIOR>                                            1,690
<ACCUMULATED-NII-CURRENT>                                    2,263,201
<OVERDISTRIBUTION-NII>                                               0
<ACCUMULATED-NET-GAINS>                                       (152,966)
<OVERDISTRIBUTION-GAINS>                                             0
<ACCUM-APPREC-OR-DEPREC>                                         3,073
<NET-ASSETS>                                               105,341,535
<DIVIDEND-INCOME>                                                    0
<INTEREST-INCOME>                                            5,682,932
<OTHER-INCOME>                                                       0
<EXPENSES-NET>                                               1,005,846
<NET-INVESTMENT-INCOME>                                      4,677,086
<REALIZED-GAINS-CURRENT>                                        (2,228)
<APPREC-INCREASE-CURRENT>                                      (55,884)
<NET-CHANGE-FROM-OPS>                                        4,618,974
<EQUALIZATION>                                              (1,052,143)
<DISTRIBUTIONS-OF-INCOME>                                   (4,430,015)
<DISTRIBUTIONS-OF-GAINS>                                             0
<DISTRIBUTIONS-OTHER>                                                0
<NUMBER-OF-SHARES-SOLD>                                     49,387,677
<NUMBER-OF-SHARES-REDEEMED>                                (62,000,227)
<SHARES-REINVESTED>                                          4,149,954
<NET-CHANGE-IN-ASSETS>                                      (9,325,780)
<ACCUMULATED-NII-PRIOR>                                      4,340,131
<ACCUMULATED-GAINS-PRIOR>                                      (17,079)
<OVERDISTRIB-NII-PRIOR>                                              0
<OVERDIST-NET-GAINS-PRIOR>                                           0
<GROSS-ADVISORY-FEES>                                        1,257,545
<INTEREST-EXPENSE>                                                   0
<GROSS-EXPENSE>                                              1,562,725
<AVERAGE-NET-ASSETS>                                       111,629,024
<PER-SHARE-NAV-BEGIN>                                            67.84
<PER-SHARE-NII>                                                   2.84
<PER-SHARE-GAIN-APPREC>                                            .01
<PER-SHARE-DIVIDEND>                                             (3.14)
<PER-SHARE-DISTRIBUTIONS>                                            0
<RETURNS-OF-CAPITAL>                                                 0
<PER-SHARE-NAV-END>                                              67.55
<EXPENSE-RATIO>                                                   .009
<AVG-DEBT-OUTSTANDING>                                               0
<AVG-DEBT-PER-SHARE>                                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                                            6
<SERIES>                                                          
<NAME>                                     AGGRESSIVE GROWTH PORTFOLIO
<NUMBER>                                                           003
       
<S>                                                  <C>
<MULTIPLIER>                                                         1
<CURRENCY>                                                           1
<PERIOD-TYPE>                                        YEAR
<FISCAL-YEAR-END>                                    JAN-31-1997
<PERIOD-END>                                         JAN-31-1997
<EXCHANGE-RATE>                                                      1
<INVESTMENTS-AT-COST>                                       10,784,562
<INVESTMENTS-AT-VALUE>                                      15,233,852
<RECEIVABLES>                                                  208,856
<ASSETS-OTHER>                                                       0
<OTHER-ITEMS-ASSETS>                                             3,389
<TOTAL-ASSETS>                                              15,446,097
<PAYABLE-FOR-SECURITIES>                                             0
<SENIOR-LONG-TERM-DEBT>                                              0
<OTHER-ITEMS-LIABILITIES>                                       28,758
<TOTAL-LIABILITIES>                                             28,758
<SENIOR-EQUITY>                                                      0
<PAID-IN-CAPITAL-COMMON>                                     9,854,308
<SHARES-COMMON-STOCK>                                              324
<SHARES-COMMON-PRIOR>                                              272
<ACCUMULATED-NII-CURRENT>                                      122,708
<OVERDISTRIBUTION-NII>                                               0
<ACCUMULATED-NET-GAINS>                                        990,709
<OVERDISTRIBUTION-GAINS>                                             0
<ACCUM-APPREC-OR-DEPREC>                                     4,449,290
<NET-ASSETS>                                                15,417,339
<DIVIDEND-INCOME>                                              238,144
<INTEREST-INCOME>                                               14,295
<OTHER-INCOME>                                                       0
<EXPENSES-NET>                                                 175,294
<NET-INVESTMENT-INCOME>                                         77,145
<REALIZED-GAINS-CURRENT>                                       992,038
<APPREC-INCREASE-CURRENT>                                    1,106,794
<NET-CHANGE-FROM-OPS>                                        2,175,977
<EQUALIZATION>                                                  34,901
<DISTRIBUTIONS-OF-INCOME>                                      (86,850)
<DISTRIBUTIONS-OF-GAINS>                                       (17,370)
<DISTRIBUTIONS-OTHER>                                                0
<NUMBER-OF-SHARES-SOLD>                                      6,989,548
<NUMBER-OF-SHARES-REDEEMED>                                 (4,843,754)
<SHARES-REINVESTED>                                             98,304
<NET-CHANGE-IN-ASSETS>                                       4,350,756
<ACCUMULATED-NII-PRIOR>                                         97,512
<ACCUMULATED-GAINS-PRIOR>                                       16,041
<OVERDISTRIB-NII-PRIOR>                                              0
<OVERDIST-NET-GAINS-PRIOR>                                           0
<GROSS-ADVISORY-FEES>                                          147,574
<INTEREST-EXPENSE>                                                   0
<GROSS-EXPENSE>                                                175,294
<AVERAGE-NET-ASSETS>                                        13,152,574
<PER-SHARE-NAV-BEGIN>                                            40.65
<PER-SHARE-NII>                                                    .26
<PER-SHARE-GAIN-APPREC>                                           7.05
<PER-SHARE-DIVIDEND>                                              (.25)
<PER-SHARE-DISTRIBUTIONS>                                         (.05)
<RETURNS-OF-CAPITAL>                                                 0
<PER-SHARE-NAV-END>                                              47.66
<EXPENSE-RATIO>                                                   .013
<AVG-DEBT-OUTSTANDING>                                               0
<AVG-DEBT-PER-SHARE>                                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                                            6
<SERIES>                                                          
<NAME>                                        VERSATILE BOND PORTFOLIO
<NUMBER>                                                           004
       
<S>                                                  <C>
<MULTIPLIER>                                                         1
<CURRENCY>                                                           1
<PERIOD-TYPE>                                        YEAR
<FISCAL-YEAR-END>                                    JAN-31-1997
<PERIOD-END>                                         JAN-31-1997
<EXCHANGE-RATE>                                                      1
<INVESTMENTS-AT-COST>                                       23,000,423
<INVESTMENTS-AT-VALUE>                                      23,025,993
<RECEIVABLES>                                                  354,647
<ASSETS-OTHER>                                                       0
<OTHER-ITEMS-ASSETS>                                            54,634
<TOTAL-ASSETS>                                              23,435,274
<PAYABLE-FOR-SECURITIES>                                     2,027,955
<SENIOR-LONG-TERM-DEBT>                                              0
<OTHER-ITEMS-LIABILITIES>                                       62,378
<TOTAL-LIABILITIES>                                          2,090,333
<SENIOR-EQUITY>                                                      0
<PAID-IN-CAPITAL-COMMON>                                    19,888,882
<SHARES-COMMON-STOCK>                                              373
<SHARES-COMMON-PRIOR>                                              354
<ACCUMULATED-NII-CURRENT>                                    1,556,933
<OVERDISTRIBUTION-NII>                                               0
<ACCUMULATED-NET-GAINS>                                       (126,817)
<OVERDISTRIBUTION-GAINS>                                             0
<ACCUM-APPREC-OR-DEPREC>                                        25,570
<NET-ASSETS>                                                21,344,941
<DIVIDEND-INCOME>                                                    0
<INTEREST-INCOME>                                            1,217,829
<OTHER-INCOME>                                                       0
<EXPENSES-NET>                                                 193,306
<NET-INVESTMENT-INCOME>                                      1,024,523
<REALIZED-GAINS-CURRENT>                                         9,404
<APPREC-INCREASE-CURRENT>                                     (148,138)
<NET-CHANGE-FROM-OPS>                                          885,789
<EQUALIZATION>                                                  16,284
<DISTRIBUTIONS-OF-INCOME>                                     (699,991)
<DISTRIBUTIONS-OF-GAINS>                                             0
<DISTRIBUTIONS-OTHER>                                                0
<NUMBER-OF-SHARES-SOLD>                                     17,383,088
<NUMBER-OF-SHARES-REDEEMED>                                (17,047,752)
<SHARES-REINVESTED>                                            670,356
<NET-CHANGE-IN-ASSETS>                                       1,207,774
<ACCUMULATED-NII-PRIOR>                                      1,672,573
<ACCUMULATED-GAINS-PRIOR>                                     (136,221)
<OVERDISTRIB-NII-PRIOR>                                              0
<OVERDIST-NET-GAINS-PRIOR>                                           0
<GROSS-ADVISORY-FEES>                                          223,610
<INTEREST-EXPENSE>                                                   0
<GROSS-EXPENSE>                                                267,707
<AVERAGE-NET-ASSETS>                                        19,863,115
<PER-SHARE-NAV-BEGIN>                                            56.85
<PER-SHARE-NII>                                                   2.94
<PER-SHARE-GAIN-APPREC>                                           (.34)
<PER-SHARE-DIVIDEND>                                             (2.21)
<PER-SHARE-DISTRIBUTIONS>                                            0
<RETURNS-OF-CAPITAL>                                                 0
<PER-SHARE-NAV-END>                                              57.24
<EXPENSE-RATIO>                                                   .010
<AVG-DEBT-OUTSTANDING>                                               0
<AVG-DEBT-PER-SHARE>                                                 0
        




</TABLE>


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