CGM TRUST
N-30D, 1996-08-23
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<PAGE>

TO OUR SHAREHOLDERS:
- -------------------------------------------------------------------------------
CGM Fixed Income Fund grew 1.3% during the second quarter of 1996 compared to
an increase of 0.5% for the Merrill Lynch Master Bond Index for the same
period. For the first six months of the year, CGM Fixed Income Fund grew 8.2%
compared to the Merrill Lynch Master Bond Index which decreased -1.3%.

A year ago the big question was, had the Federal Reserve Board ushered in a
recession, or had it successfully engineered the economy's first "soft
landing" (slowdown without recession)? "Soft landing" was the verdict by year-
end when the economy once again picked up momentum. Additional economic muscle
emerged in the first three months of 1996 and the second quarter of this year
was stronger still. Most second quarter estimates point to a real gain of
4.0%-4.5% in the Gross Domestic Product. Other manifestations of a continuing
economic advance abound: employment levels have never been higher; profits are
at record levels; and common stock prices have recently driven leading indices
to new all-time highs. In June, an acceleration in the pace of economic growth
paired with continued low unemployment levels resulted in a significant jump
in wages which may re-ignite fears of inflation. A preferable alternative
would be slower economic growth throughout the remainder of the year--perhaps
at a rate of 2% real growth--without a significant hike in interest rates.

The surge in corporate profits in 1995 was dramatic, aided in part by the
weak dollar. This year the dollar has been very strong against the Yen and is
rising somewhat against the German Mark. The combination of slow economic growth
and U.S. currency strength will mean lower quarterly earnings for many companies
compared to last year, though on balance, many sectors continue to do well. We
expect the market to become increasingly selective and are watching interest
rates, which have increased from 6% in January to 7.1% today without deterring
the overall equity market.

CGM Fixed Income Fund continues to seek out and benefit from unrecognized credit
values as well as from the strong underlying equity exposure of convertible
holdings. CGM Fixed Income Fund is 8.3% invested in U.S. Treasury bills and
holds important positions in airlines and money center banks. The three largest
company investments are Chase Manhattan Bank, Continental Airlines, Inc. and
Alaska Air Group, Inc.

                                 /s/ Robert L. Kemp
                                     Robert L. Kemp
                                     President

July 10, 1996
<PAGE>

                             CGM FIXED INCOME FUND
- ------------------------------------------------------------------------------
INVESTMENT PERFORMANCE
(unaudited)
- ------------------------------------------------------------------------------
Total Return for Periods Ended June 30, 1996
                                       CGM FIXED       THE FUND'S AVERAGE 
                                      INCOME FUND      ANNUAL TOTAL ETURN
                                      -----------      -------------------
3 Years................................ +35.0%               +10.5%
1 Year................................. +17.4                +17.4
3 Months............................... + 1.3                  --

The Fund's average annual total return from inception (March 17, 1992)
through June 30, 1996 is +12.3%. The adviser has agreed to limit the Fund's
total operating expenses to 0.85% of its average net assets annually through
December 31, 1996. Otherwise the total return since inception, and for the
three-year, one-year and three-month periods ended June 30, 1996, would have
been lower.

The performance data contained in the report represent past performance, which
is no guarantee of future results. The investment return and the principal
value of an investment in the Fund will fluctuate so that investors' shares,
when redeemed, may be worth more or less than their original cost.
<PAGE>
                             CGM FIXED INCOME FUND
- --------------------------------------------------------------------------------

BOARD OF TRUSTEES

PETER O. BROWN
NICHOLAS J. GRANT
G. KENNETH HEEBNER
ROBERT L. KEMP
ROBERT B. KITTREDGE
LAURENS MACLURE
JAMES VAN DYKE QUEREAU, JR.
J. BAUR WHITTLESEY

OFFICERS
ROBERT L. KEMP, President
G. KENNETH HEEBNER, Vice President
LESLIE A. LAKE, Vice President and Secretary
KATHLEEN S. HAUGHTON, Vice President
MARTHA I. MAGUIRE, Vice President
JANICE H. SAUL, Vice President
W. DUGAL THOMAS, Vice President
MARY L. STONE, Assistant Vice President
FRANK N. STRAUSS, Treasurer

INVESTMENT ADVISER
CAPITAL GROWTH MANAGEMENT LIMITED PARTNERSHIP
Boston, Massachusetts 02110

TRANSFER AND DIVIDEND PAYING
AGENT AND CUSTODIAN OF ASSETS
STATE STREET BANK AND TRUST COMPANY
Boston, Massachusetts 02102

SHAREHOLDER SERVICING AGENT
FOR STATE STREET BANK AND
TRUST COMPANY
BOSTON FINANCIAL DATA SERVICES, INC.
P.O. Box 8511
Boston, Massachusetts 02266-8511
<PAGE>
                             CGM FIXED INCOME FUND
- -------------------------------------------------------------------------------
INVESTMENTS AS OF JUNE 30, 1996
(unaudited)

BONDS, NOTES AND BILLS -- 57.4% OF TOTAL NET ASSETS
                                                         FACE
                                                        AMOUNT        VALUE(A)
                                                        ------        --------
AIRLINES -- 9.2%
  AMR Corp., 9.00%, 8/01/12 .....................    $1,150,000     $ 1,243,380
  Alaska Air Group, Inc., 6/15/05 (Convertible) .     1,500,000       2,062,500
                                                                    -----------
                                                                      3,305,880
                                                                    -----------
AUTO AND RELATED -- 2.4%
  Poindexter JB, Inc., 12.50%, 5/15/04 ..........     1,000,000         845,000
                                                                    -----------
BASIC MATERIALS -- 3.0%
  USX Marathon Group, 9.125%, 1/15/13 ...........     1,000,000       1,085,160
                                                                    -----------
BROKERS/INVESTMENT SERVICES -- 2.9%
  Lehman Brothers Holdings, Inc., 8.50%, 5/01/07      1,000,000       1,050,520
                                                                    -----------
CHEMICALS -- SPECIALTY -- 2.0%
  Polymer Group, Inc., 12.25%, 7/15/02 ..........       667,000         720,360
                                                                    -----------
HOTELS AND RESTAURANTS -- 2.4%
  Flagstar Corp., 10.75%, 9/15/01 ...............     1,000,000         870,000
                                                                    -----------
INSURANCE -- 4.2%
  Conseco, Inc., 8.125%, 2/15/03 ................     1,500,000       1,520,115
                                                                    -----------
MEDIA -- 2.5%
  TCI Communications, Inc., 7.875%, 2/15/26 .....     1,000,000         880,740
                                                                    -----------
PLASTICS -- 5.6%
  Berry Plastics Corp., 12.25%, 4/15/04 .........     1,000,000       1,065,000
  Geon Co., 6.875%, 12/15/05 ....................     1,000,000         928,320
                                                                    -----------
                                                                      1,993,320
                                                                    -----------
RETAIL -- 6.4%
  Fruit of the Loom, Inc., 7.375%, 11/15/23 .....     1,000,000         889,970
  TJX Companies, Inc., 7.00%, 6/15/05 ...........     1,500,000       1,419,210
                                                                    -----------
                                                                      2,309,180
                                                                    -----------
TELEPHONE -- 2.6%
  360 Communications, 7.50%, 3/01/06 ............     1,000,000         948,780
                                                                    -----------
TRANSPORTATION -- 2.9%
  Overseas Shipholding Group, 8.75%, 12/01/13 ...     1,000,000       1,021,720
                                                                    -----------
U.S. GOVERNMENT -- 8.3%
  United States Treasury Bills, 4.93%, 8/29/96 ..    3,000,000        2,975,550
                                                                    -----------

                 See accompanying notes to financial statememts
<PAGE>
                             CGM FIXED INCOME FUND
- -------------------------------------------------------------------------------
INVESTMENTS AS OF JUNE 30, 1996 (CONTINUED)
(unaudited)

BONDS, NOTES AND BILLS -- (CONTINUED)
                                                         FACE
                                                        AMOUNT        VALUE(A)
                                                        ------        --------
UTILITIES -- 3.0%
  Great Lakes Power, Inc., 9.00%, 8/01/04 .......    $1,000,000     $ 1,057,980
                                                                    -----------
TOTAL BONDS, NOTES AND BILLS
 (Identified Cost $20,315,031) ..................                    20,584,305
                                                                    -----------
PREFERRED STOCKS -- 29.2%                               SHARES
                                                        ------
AIRLINES -- 6.1%
  Continental Airlines, Inc., $4.25 (Convertible)        30,000       2,175,000
                                                                    -----------
OFFSHORE DRILLING -- 9.6%
  Noble Drilling Corp., $1.50 (Convertible) .....        49,000       1,727,250
  Reading & Bates Corp., $1.625 (Convertible) ...        26,000       1,709,500
                                                                    -----------
                                                                      3,436,750
                                                                    -----------
REAL ESTATE INVESTMENT TRUSTS -- 10.8%
  Avalon Properties, Inc., $2.25 ................        61,000       1,471,625
  Felcor Suite Hotels, Inc., $1.95 (Convertible).        37,000         925,000
  Rouse Capital, $2.313 .........................        59,225       1,473,222
                                                                    -----------
                                                                      3,869,847
                                                                    -----------
TELEPHONE -- 2.7%
  MCI Capital, $2.00 ............................        40,000         985,000
                                                                    -----------
TOTAL PREFERRED STOCKS
 (Identified Cost $9,987,646) ...................                    10,466,597
                                                                    -----------
COMMON STOCK -- 8.7%
  Chase Manhattan Corp.
   (Identified Cost $1,908,750) .................        43,930       3,102,556
                                                                    -----------
COMMON STOCK WARRANTS -- 0%
  BPC Holdings Corp. Exp 4/15/04
   (Identified Cost $0) .........................         1,000          10,000
                                                                    -----------
                                                          FACE
SHORT-TERM INVESTMENT -- 0.5%                            AMOUNT
                                                         ------
  American Express Credit Corp., 5.39%, 7/01/96
   (Cost $175,000) ..............................     $ 175,000         175,000
                                                                    -----------
TOTAL INVESTMENTS -- 95.8% (Identified Cost $32,386,427)(b) ...      34,338,458
  Cash and Receivables ........................................       1,579,637
  Liabilities .................................................         (78,839)
                                                                    -----------
TOTAL NET ASSETS -- 100.0% ....................................     $35,839,256
                                                                    ===========
(a) See Note 1A.
(b) Federal Tax Information: At June 30, 1996 the net unrealized appreciation
    of investments based on cost of $32,386,427 for Federal income tax purposes
    was as follows:
    Aggregate gross unrealized appreciation for all investments in
     which there is an excess of value over tax cost .............  $ 2,526,532
    Aggregate gross unrealized depreciation for all investments
     in which there is an excess of tax cost over value ..........     (574,501)
                                                                    -----------
    Net unrealized appreciation ..................................  $ 1,952,031
                                                                    ===========

                 See accompanying notes to financial statements
<PAGE>

                             CGM FIXED INCOME FUND
- ------------------------------------------------------------------------------
STATEMENT OF
ASSETS AND LIABILITIES

June 30, 1996
(unaudited)

ASSETS
 Investments at value (Identified
  cost -- $32,386,427) .................... $34,338,458
 Cash .....................................       3,658
 Receivable for:
  Securities sold ............ $1,064,217
  Shares of the Fund sold ....     63,378
  Dividends and interest .....    437,537     1,565,132
                               ----------
Unamortized organization expenses .........      10,847
                                            -----------
                                             35,918,095
                                            -----------
LIABILITIES
 Payable for:
  Shares of the Fund redeemed .............      11,601
 Accrued expenses:
  Trustees' fees ..............      5,595
  Other expenses ..............     61,643       67,238
                               -----------  -----------
                                                 78,839
                                            -----------
NET ASSETS ................................ $35,839,256
                                            ===========
 Net Assets consist of:
  Capital paid-in ......................... $33,145,503
  Undistributed net investment income .....     224,294
  Accumulated net realized gain ...........     517,428
  Unrealized appreciation on
   investments -- net .....................   1,952,031
                                            -----------
NET ASSETS ................................ $35,839,256
                                            ===========
 Shares of beneficial interest outstanding,
  no par value  ...........................   2,973,587
                                            ===========
 Net asset value per share* ...............      $12.05
                                            ===========

*Shares of the Fund are sold and redeemed at net asset value
 ($35,839,256 / 2,973,587).


STATEMENT OF
OPERATIONS

Six Months Ended June 30, 1996
(unaudited)

INVESTMENT INCOME
 Income
  Dividends ..................................................   $   258,700
  Interest ...................................................       926,342
                                                                 -----------
                                                                   1,185,042
                                                                 -----------
 Expenses
  Management fees ............................................        92,577
  Trustees' fees .............................................        11,250
  Accounting and Administration ..............................         5,000
  Custodian ..................................................        26,400
  Transfer agent .............................................        28,800
  Audit and tax services .....................................        15,000
  Legal ......................................................        16,500
  Printing ...................................................        12,500
  Registration ...............................................        10,800
  Amortization of organization expense .......................         7,617
  Miscellaneous ..............................................           420
                                                                 -----------
                                                                     226,864
Less expenses assumed by the investment adviser ..............       (83,790)
                                                                 -----------
Net investment income ........................................     1,041,968
                                                                 -----------
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS
 Realized gain on investments -- net .........................     2,675,537
 Unrealized depreciation -- net ..............................    (1,095,476)
                                                                 -----------
 Net gain on investments .....................................     1,580,061
                                                                 -----------
NET INCREASE IN ASSETS FROM OPERATIONS .......................   $ 2,622,029
                                                                 ===========
                 See accompanying notes to financial statements
<PAGE>
                              CGM FIXED INCOME FUND
- ------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
                                             SIX MONTHS
                                               ENDED
                                              JUNE 30,         YEAR ENDED
                                                1996          DECEMBER 31,
                                            (UNAUDITED)           1995     
                                            -----------       ------------
FROM OPERATIONS
  Net investment income ..............      $ 1,041,968       $ 1,970,864
  Net realized gain from investments .        2,675,537           484,460
  Unrealized appreciation (depreciation)     (1,095,476)        4,798,806
                                            -----------       -----------
    Increase in net assets from
     operations ......................        2,622,029         7,254,130
                                            -----------       -----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
  Net investment income ..............         (817,674)       (1,988,267)
                                            -----------       -----------
FROM CAPITAL SHARE TRANSACTIONS
  Proceeds from sale of shares .......        5,185,606         4,706,339
  Net asset value of shares issued in
    connection with reinvestment of:
    Dividends from net investment 
      income .........................          670,336         1,626,393
                                            -----------       -----------
                                              5,855,942         6,332,732
  Cost of shares redeemed ............       (3,614,015)       (8,477,577)
                                            -----------       -----------
    Increase (decrease) in net assets
      derived from capital share
      transactions ...................        2,241,927        (2,144,845)
                                            -----------       -----------
  Total increase in net assets .......        4,046,282         3,121,018
NET ASSETS
  Beginning of period ................       31,792,974        28,671,956
                                            -----------       -----------
  End of period (including undistributed
    net investment income of
    $224,294 and $0, respectively) ...      $35,839,256       $31,792,974
                                            ===========       ===========
NUMBER OF SHARES OF THE FUND:
  Issued from sale of shares .........          435,798           440,355
  Issued in connection with
    reinvestment of:
    Dividends from net investment
      income .........................           56,264           152,155
                                            -----------      ------------
                                                492,062           592,510
    Redeemed .........................         (305,354)         (800,310)
                                            -----------      ------------
    Net change .......................          186,708          (207,800)
                                            ===========      ============
                 See accompanying notes to financial statements
<PAGE>

                             CGM FIXED INCOME FUND
- ------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
                                   SIX MONTHS                                   FOR THE PERIOD
                                     ENDED        YEAR ENDED DECEMBER 31,     MARCH 17, 1992(C)
                                  JUNE 30, 1996  --------------------------         THROUGH
                                   (UNAUDITED)    1995      1994      1993    DECEMBER 31, 1992
                                 -------------   ------    ------    ------   -----------------
<S>                                  <C>         <C>       <C>       <C>            <C>   
For a share of the Fund 
  outstanding throughout
  each period:
Net asset value at the
  beginning of period .........      $11.41      $ 9.57    $11.17    $10.26         $10.00
                                     ------      ------    ------    ------         ------
Net investment income (a) .....        0.36        0.70      0.73      0.67           0.50
Dividends from net investment
  income ......................       (0.29)      (0.70)    (0.73)    (0.67)         (0.49)
Net realized and unrealized
  gain (loss) on investments ..        0.57        1.84     (1.60)     1.23           0.40
Distribution from net realized
  gain ........................       --           --        --       (0.32)         (0.13)
Distribution from paid-in
  capital .....................       --           --        --        --            (0.02)
                                     ------      ------    ------    ------         ------
Net increase (decrease)
  in net asset value ..........        0.64        1.84     (1.60)     0.91           0.26
                                     ------      ------    ------    ------         ------
Net asset value at the
  end of period ...............      $12.05      $11.41    $ 9.57    $11.17         $10.26
                                     ======      ======    ======    ======         ======

Total Return (%) (b) ..........         8.2(d)     27.3      -8.0      18.9            9.2(d)

Ratios:
Operating expenses to average
  net assets (%) ..............        0.85(e)     0.85      0.85      0.85           0.85(e)
Operating expenses to average
  net assets before expense
  limitation (%) ..............        1.35(e)     1.53      1.46      2.02           3.21(e)
Net investment income to
  average net assets (%) ......        6.19(e)     6.46      7.00      6.30           7.29(e)
Portfolio turnover (%) ........         181(e)      148       129       149            212(e)
Average commission rate(f) ....    $ 0.0700        --        --        --            --
Net assets at end of period
  (in thousands) ..............     $35,839     $31,793   $28,672   $32,883         $9,467

(a) Net of reimbursement
    which amounted to .........      $ 0.03      $ 0.07    $ 0.06    $ 0.12         $ 0.16
(b) The total return would have been lower had certain expenses not been reimbursed during the period.
(c) Commencement of operations.
(d) Not computed on an annualized basis.
(e) Computed on an annualized basis.
(f) SEC regulations require portfolios to disclose the average commission rate paid on trades for which commissions were
    charged for fiscal years beginning on or after September 1, 1995.
</TABLE>

                 See accompanying notes to financial statements
<PAGE>

                             CGM FIXED INCOME FUND
- ------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS -- JUNE 30, 1996
(unaudited)
1.  The Fund is a series of CGM Trust which is organized as a Massachusetts
business trust under the laws of Massachusetts pursuant to an Agreement and
Declaration of Trust. The Trust is registered under the Investment Company Act
of 1940 as a diversified, open-end management investment company. The Trust
has three other funds whose financial statements are not presented herein. The
Fund commenced operations on March 17, 1992. The investment objective of the
Fund is to maximize total return by investing in debt securities and preferred
stock that provide current income, capital appreciation or a combination of
both income and appreciation.

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. The
financial statements are prepared in conformity with generally accepted
accounting principles which require management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

A.  SECURITY VALUATION -- Corporate debt securities are valued on the basis of
    valuations furnished by a pricing service authorized by the Board of
    Trustees, which determines valuations for normal, institutional-size
    trading units of such securities using market information, transactions
    for comparable securities and various relationships between securities
    which are generally recognized by institutional traders. United States
    government debt securities are valued at the current closing bid, as last
    reported by a pricing service approved by the Board of Trustees. Equity
    securities are valued on the basis of valuations furnished by a pricing
    service, authorized by the Board of Trustees, which service provides the
    last reported sale price for securities listed on a national securities
    exchange or on the NASDAQ national market system or, if no sale was
    reported and in the case of over-the-counter securities not so listed, the
    last reported bid price. Short-term investments having a maturity of sixty
    days or less are stated at amortized cost, which approximates value.

B.  SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME -- Security
    transactions are accounted for on the trade date (date the order to buy or
    sell is executed) and dividend income is recorded on the ex-dividend date.
    Interest income is recorded on the accrual basis. Interest income is
    increased by the accretion of discount. Premium is amortized against
    interest income with a corresponding decrease in the cost basis. Net gain
    or loss on securities sold is determined on the identified cost basis.

C.  FEDERAL INCOME TAXES -- It is the Fund's policy to comply with the
    requirements of the Internal Revenue Code applicable to regulated
    investment companies, and to distribute to its shareholders all of its
    taxable income and net realized capital gains within the prescribed time
    period. Accordingly, no provision for federal income tax has been made. At
    December 31, 1995, the capital loss carryover available to offset future
    realized gains aggregated approximately $2,155,000 and expires in the year
    2002.

D.  DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS -- Dividends and distributions
    are recorded by the Fund on the ex-dividend date. The classification of
    income and capital gains distributions is determined in accordance with
    income tax regulations.  Permanent book and tax differences relating to
    shareholder distributions may result in reclassifications to paid-in
    capital. Undistributed net investment income, accumulated net investment
    loss, or distributions in excess of net investment income may include
    temporary book and tax differences which will reverse in a subsequent
    period. Any taxable income or gain remaining at fiscal year end is
    distributed in the following year.
<PAGE>
                             CGM FIXED INCOME FUND
- ------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(unaudited)

E.  ORGANIZATION EXPENSE -- Costs incurred in 1992 in connection with the
    Fund's organization and registration amounting to $76,426 have been paid
    by the Fund. These costs are being amortized over 60 months beginning
    March 17, 1992.

2.  PURCHASES AND SALE OF SECURITIES -- For the six months ended June 30,
1996, purchases and sales of securities other than United States government
obligations and short-term investments aggregated $22,459,364 and $22,201,178,
respectively. Purchases and sales of United States government obligations
aggregated $11,158,735 and $7,160,242, respectively.

3.  A.  MANAGEMENT FEES -- During the six months ended June 30, 1996, the Fund
        incurred management fees of $92,577, payable to the Fund's investment
        adviser, Capital Growth Management Limited Partnership (CGM), certain
        officers and directors of which are also officers and trustees of the
        Fund. The management agreement provides for a fee at the annual rate
        of 0.55% on the first $200 million of the Fund's average daily net
        assets, 0.45% of the next $300 million and 0.35% of such assets in
        excess of $500 million. CGM waived a portion of its fee. See Note 4.

    B.  OTHER EXPENSES -- CGM performs certain administrative, accounting and
        other services for the Fund. The expenses of those services, which are
        paid to CGM by the Fund, include the following: (i) expenses for
        personnel performing bookkeeping, accounting, internal auditing and
        financial reporting functions and clerical functions relating to the
        Fund; (ii) expenses for services required in connection with the
        preparation of registration statements and prospectuses, shareholder
        reports and notices, proxy solicitation material furnished to
        shareholders of the Fund or regulatory authorities and reports and
        questionnaires for SEC compliance; and (iii) registration, filing and
        other fees in connection with requirements of regulatory authorities.
        For the six months ended June 30, 1996 these expenses amounted to
        $5,000 and are shown separately in the financial statements as
        Accounting and Administration.

    C.  TRUSTEES FEES AND EXPENSES -- The Fund does not pay any compensation
        directly to its officers or to any trustees who are directors,
        officers or employees of CGM, or any affiliate of CGM, other than
        registered investment companies. Each other trustee is compensated by
        the Fund with an annual base fee of $3,000 plus travel expenses for
        each meeting attended and an annual variable fee calculated based on
        the proportion of the Fund's average net assets to the aggregate
        average net assets of the CGM Funds, which for 1996 is $397. In
        addition, the chairman of the Independent Trustees Committee receives
        an annual retainer of $1,000.

4.  EXPENSE LIMITATION -- Until December 31, 1996 and, thereafter, until
further notice to the Fund, CGM has voluntarily agreed to reduce its
management fee and, if necessary, to assume expenses of the Fund in order to
limit the Fund's expenses to an annual rate of 0.85% of average daily net
assets. As a result of the Fund's expenses exceeding the voluntary expense
limitation, CGM waived $83,790 of its management fee. The Fund incurred
operating expenses of $143,074, representing 0.85% of the average daily net
assets.
<PAGE>

INVESTMENT ADVISER

CAPITAL GROWTH MANAGEMENT
LIMITED PARTNERSHIP
Boston, Massachusetts 02110




- ------------------------------------------------------------------------------
TELEPHONE NUMBERS

For information about:
[] Account Procedures and Status

[] Redemptions

[] Exchanges

   Call 800-343-5678

[] New Account Procedures

[] Prospectuses

[] Performance

   Call 800-345-4048

- ------------------------------------------------------------------------------
MAILING ADDRESSES

FOR EXISTING ACCOUNTS

Boston Financial Data Services
P.O. Box 8511
Boston, MA 02266-8511

FOR NEW ACCOUNT APPLICATIONS ONLY

The CGM Funds
P.O. Box 449
Boston, MA 02117-0449
- ------------------------------------------------------------------------------


This report has been prepared for the shareholders of the Fund and is not
authorized for distribution to current or prospective investors in the Fund
unless it is accompanied or preceded by a prospectus.

FQR2                                                         Printed in U.S.A.

CGM
FIXED INCOME
FUND
17th Quarterly Report
June 30, 1996

A No-Load Fund

[FENCER LOGO]
Investment Adviser
CAPITAL GROWTH MANAGEMENT
Limited Partnership
<PAGE>

TO OUR SHAREHOLDERS:
- -------------------------------------------------------------------------------

CGM Mutual Fund declined -0.4% during the second quarter of 1996 compared to an
increase of 4.5% in the Standard and Poor's 500 Index and a rise of 0.5% in the
Merrill Lynch Master Bond Index for the same period. For the first six months of
the year, CGM Mutual Fund increased 5.8%, the S+P 500 grew 10.1%, and the
Merrill Lynch Master Bond Index decreased -1.3%.

A year ago the big question was, had the Federal Reserve Board ushered in a
recession, or had it successfully engineered the economy's first "soft landing"
(slowdown without recession)? "Soft landing" was the verdict by year-end when
the economy once again picked up momentum. Additional economic muscle emerged in
the first three months of 1996 and the second quarter of this year was stronger
still. Most second quarter estimates point to a real gain of 4.0%-4.5% in the
Gross Domestic Product. Other manifestations of a continuing economic advance
abound: employment levels have never been higher; profits are at record levels;
and common stock prices have recently driven leading indices to new all-time
highs. In June, an acceleration in the pace of economic growth paired with
continued low unemployment levels resulted in a significant jump in wages which
may re-ignite fears of inflation. A preferable alternative would be slower
economic growth throughout the remainder of the year--perhaps at a rate of 2%
real growth--without a significant hike in interest rates.

The surge in corporate profits in 1995 was dramatic, aided in part by the weak
dollar. This year the dollar has been very strong against the Yen and is rising
somewhat against the German Mark. The combination of slow economic growth and
U.S. currency strength will mean lower quarterly earnings for many companies
compared to last year, though on balance, many sectors continue to do well. We
expect the market to become increasingly selective and are watching interest
rates, which have increased from 6% in January to 7.1% today without deterring
the overall equity market.

CGM Mutual Fund is 25% invested in U.S. Treasury bills and corporate bonds. The
equity portion of the portfolio includes important positions in banks, oil
drilling service companies and airlines. The Fund's largest holdings are Chase
Manhattan Bank, UAL Corporation and Philip Morris Companies, Inc.

                 /s/ Robert L. Kemp
                     Robert L. Kemp
                     President

July 10, 1996
<PAGE>

                                CGM MUTUAL FUND
- --------------------------------------------------------------------------------
INVESTMENT PERFORMANCE
(unaudited)
- ------------------------------------------------------------------------------
Total Return for Periods Ended June 30, 1996

                                            CGM MUTUAL     THE FUND'S AVERAGE
                                               FUND       ANNUAL TOTAL RETURN
                                            ----------    --------------------

10 Years ...................................     +207.1%         +11.9%
 5 Years ...................................     + 85.5          +13.2
 1 Year ....................................     + 14.1          +14.1
 3 Months ..................................     -  0.4            --

The percentage figures for the Fund are based upon the beginning net asset
values of $25.11, $25.01, $28.64 and $31.24, respectively, and the June 30, 1996
asset value of $30.96 per share assuming the reinvestment of income dividends,
capital gains and paid-in capital distributions during such respective periods.

The performance data contained in this report represent past performance, which
is no guarantee of future results. The investment return on, and the principal
value of, an investment in the Fund will fluctuate so that investors' shares,
when redeemed, may be worth more or less than their original cost.
<PAGE>

                                CGM MUTUAL FUND
- --------------------------------------------------------------------------------
BOARD OF TRUSTEES
PETER O. BROWN
NICHOLAS J. GRANT
G. KENNETH HEEBNER
ROBERT L. KEMP
ROBERT B. KITTREDGE
LAURENS MACLURE
JAMES VAN DYKE QUEREAU, JR.
J. BAUR WHITTLESEY

OFFICERS
ROBERT L. KEMP, President
G. KENNETH HEEBNER, Vice President
LESLIE A. LAKE, Vice President and Secretary
KATHLEEN S. HAUGHTON, Vice President
MARTHA I. MAGUIRE, Vice President
W. DUGAL THOMAS, Vice President
MARY L. STONE, Assistant Vice President
FRANK N. STRAUSS, Treasurer

INVESTMENT ADVISER
CAPITAL GROWTH MANAGEMENT LIMITED PARTNERSHIP
Boston, Massachusetts 02110

TRANSFER AND DIVIDEND PAYING
AGENT AND CUSTODIAN OF ASSETS
STATE STREET BANK AND TRUST COMPANY
Boston, Massachusetts 02102

SHAREHOLDER SERVICING AGENT
FOR STATE STREET BANK AND
TRUST COMPANY
BOSTON FINANCIAL DATA SERVICES, INC.
P.O. Box 8511
Boston, Massachusetts 02266-8511
<PAGE>

<TABLE>
<CAPTION>
                               CGM MUTUAL FUND
- ----------------------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------------
                                                   25 YEAR INVESTMENT RECORD
                                       DECEMBER 31, 1970 -- JUNE 30, 1996 (UNAUDITED)
- ----------------------------------------------------------------------------------------------------------------------------------
                               IF YOU HAD PURCHASED ONE SHARE OF THE FUND ON DECEMBER 31, 1970
- ----------------------------------------------------------------------------------------------------------------------------------
                   -- AND HAD TAKEN ALL DIVIDENDS                        OR -- HAD REINVESTED ALL DIVIDENDS AND CAPITAL
                      AND DISTRIBUTIONS IN CASH                              GAINS DISTRIBUTIONS IN ADDITIONAL SHARES
              ----------------------------------------      ----------------------------------------------------------------------
                                  During the Year
                             You Would Have Received                                               Which Would Represent
                           ---------------------------                                 -------------------------------------------
                                                             The Value of                                        A Cumulative
                The Net                                      Your Original                                           Change
              Asset Value     Per Share     Per Share         Investment                     An                    Expressed
   On           of Your     Capital Gains    Income             At Each                    Annual               As An Index With
December      Share Would   Distributions   Dividends          Year End                 Total Return              December 31,
   31          Have Been         of            of           Would Have Been                  of                    1970 = 100.0
- ----------------------------------------------------------------------------------------------------------------------------------
<S>               <C>                    <C>                 <C>                  <C>                <C>                  <C>
  1970           13.89                                                                                                 100.0
  1971           15.37          0.35          0.41              16.21                     +  16.7                      116.7
  1972           16.20          0.35          0.42              17.98                     +  10.9                      129.4
  1973           14.20          0.42          0.42              16.63                     -   7.5                      119.7
  1974           10.27          --            0.46              12.51                     -  24.8                       90.0
  1975           12.44          --            0.43              15.70                     +  25.5                      113.0
  1976           13.96          --            0.43              18.20                     +  15.9                      131.0
  1977           12.88          --            0.52              17.45                     -   4.1                      125.6
  1978           12.83          --            0.65              18.31                     +   4.9                      131.8
  1979           13.81          --            0.72              20.82                     +  13.7                      149.9
  1980           14.85          --            0.88              23.90                     +  14.8                      172.1
  1981           13.90          --            0.97              23.92                     +   0.1                      172.3
  1982           18.16          --            1.09              33.73                     +  41.0                      242.9
  1983           18.81          --            1.09              37.07                     +   9.9                      266.9
  1984           17.01          1.86          0.95              39.41                     +   6.3                      283.7
  1985           21.53          --            1.08              53.01                     +  34.5                      381.6
  1986           22.86          2.75          0.94              66.32                     +  25.1                      477.4
  1987           20.40          4.52          1.06              75.41                     +  13.7                      542.8
  1988           19.94          --            1.10              77.82                     +   3.2                      560.2
  1989           22.34          0.95          0.93              94.71                     +  21.7                      681.8
  1990           21.64          --            0.93*             95.75                     +   1.1                      689.3
  1991           26.80          2.64          0.97             134.91                     +  40.9                      971.2
  1992           26.02          1.42          0.93             143.14                     +   6.1                     1030.4
  1993           28.88          1.93          0.86             174.34                     +  21.8                     1255.0
  1994           25.05          --            1.04             157.43                     -   9.7                     1133.3
  1995           29.43          0.89          0.77             195.69                     +  24.3                     1408.7
  1996(6/30)     30.96          --            0.16             207.04                     +   5.8**                   1490.4
                                ------        ------                                         ------          
    Totals                      $18.08        $20.21                                        +1390.4          
- -----------------------------------------------------------------------------------------------------------------------------------
 *Includes $0.05 per share distributed from paid-in capital.
**Total return for the six months ended June 30, 1996.

Shares were first offered on November 5, 1929; the net asset value per share, adjusted for stock splits and dividends, was $8.33.
- -----------------------------------------------------------------------------------------------------------------------------------

The performance data contained in this report represent past performance, which is no guarantee of future results. The
investment return on, and the principal value of, an investment in the Fund will fluctuate so that investors' shares, when
redeemed, may be worth more or less than their original cost.
</TABLE>
<PAGE>

                                CGM MUTUAL FUND
- --------------------------------------------------------------------------------
INVESTMENTS AS OF JUNE 30, 1996
(unaudited)

COMMON STOCKS -- 73.2% OF TOTAL NET ASSETS

                                                      SHARES           VALUE(A)
                                                      ------           --------
AEROSPACE -- 5.2%
  Boeing Company ..........................           680,000    $   59,245,000
                                                                 --------------
AIRLINES -- 8.5%
  UAL Corporation (b) .....................         1,809,600        97,266,000
                                                                 --------------
BANKS -- MONEY CENTER -- 16.4%
  Chase Manhattan Corporation .............         1,580,000       111,587,500
  Citicorp ................................           927,500        76,634,687
                                                                 --------------
                                                                    188,222,187
                                                                 --------------
BEVERAGE AND TOBACCO -- 1.2%
  Anheuser Busch Companies, Inc. ..........           190,000        14,250,000
                                                                 --------------
FOOD -- RETAILERS/WHOLESALERS -- 6.8%
  Philip Morris Companies, Inc. ...........           755,000        78,520,000
                                                                 --------------
INSURANCE -- 5.3%
  American International Group, Inc. ......           622,000        61,344,750
                                                                 --------------
LEISURE -- 0.9%
  Eastman Kodak Company ...................           125,000         9,718,750
                                                                 --------------
MISCELLANEOUS -- 5.2%
  NIKE, Inc. ..............................           584,000        60,006,000
                                                                 --------------
OIL SERVICE -- 14.8%
  Baker Hughes, Inc. ......................         1,370,000        45,038,750
  Halliburton Company .....................         1,170,000        64,935,000
  Schlumberger LTD ........................           720,000        60,660,000
                                                                 --------------
                                                                    170,633,750
                                                                 --------------
REAL ESTATE INVESTMENT TRUSTS -- 8.9%
  Felcor Suite Hotels, Inc. ...............         1,888,500        57,599,250
  Highwoods Properties, Inc. ..............           140,000         3,867,500
  RFS Hotel Investments, Inc. .............         1,000,000        15,500,000
  Starwood Lodging Trust ..................           695,000        25,280,625
                                                                 --------------
                                                                    102,247,375
                                                                 --------------
TOTAL COMMON STOCKS (Identified Cost
  $681,924,976) ...........................                         841,453,812
                                                                 --------------
PREFERRED STOCK -- 1.4%

AIRLINES -- 1.4%
  Trans World Airlines, Inc. $4.00 ........           330,000        16,087,500
                                                                 --------------
TOTAL PREFERRED STOCK
  (Identified Cost $16,882,500) ...........                          16,087,500
                                                                 --------------

                 See accompanying notes to financial statements
<PAGE>
                                CGM MUTUAL FUND
- --------------------------------------------------------------------------------
INVESTMENTS AS OF JUNE 30, 1996 (CONTINUED)
(unaudited)
                                                      FACE
                                                     AMOUNT            VALUE(A)
                                                     ------            -----
BONDS AND BILLS -- 25.0%
INDUSTRIAL BONDS -- 4.2%
  Kaiser Aluminum & Chemical Corporation,
    12.75%, 2/01/03 ...........................  $20,000,000     $   21,100,000
  Rohr, Inc.,  11.625%, 5/15/03 ...............    5,000,000          5,425,000
  Stone Container Corporation, 9.875%, 2/01/01    23,000,000         22,310,000
                                                                 --------------
                                                                     48,835,000
                                                                 --------------
UNITED STATES TREASURY -- 20.8%
  United States Treasury Bills, 4.91%, 8/15/96   207,000,000        205,708,837
  United States Treasury Bills, 5.05%, 9/19/96    33,400,000         33,024,584
                                                                 --------------
                                                                    238,733,421
                                                                 --------------
TOTAL BONDS AND BILLS
  (Identified Cost $289,254,530) ...........................        287,568,421
                                                                 --------------
TOTAL INVESTMENTS -- 99.6% (Identified Cost $988,062,006)(c)      1,145,109,733
  Cash and Receivables .....................................          8,272,757
  Liabilities ..............................................         (3,930,642)
                                                                 --------------
TOTAL NET ASSETS -- 100% ...................................     $1,149,451,848
                                                                 ==============
(a) See Note 1A.
(b) Non-income producing security.
(c) Federal Tax Information: At June 30, 1996, the net unrealized appreciation
    on investments based on cost of $988,062,006 for Federal income tax
    purposes was as follows:
    Aggregate gross unrealized appreciation for all investments
      in which there is an excess of value over tax cost........ $  161,535,317
    Aggregate gross unrealized depreciation for all investments
      in which there is an excess of tax cost over value .......     (4,487,590)
                                                                 ---------------
    Net unrealized appreciation ................................ $  157,047,727
                                                                 ==============

                 See accompanying notes to financial statements
<PAGE>

                                CGM MUTUAL FUND
- --------------------------------------------------------------------------------
STATEMENT OF
ASSETS AND LIABILITIES

June 30, 1996
(unaudited)

ASSETS

  Investments at value (Identified cost -- $988,062,006) ..   $1,145,109,733
  Cash ....................................................           97,028
  Receivable for:
    Securities sold ..........................   $3,927,649
    Shares of the Fund sold ..................      959,955
    Dividends and interest ...................    3,288,125        8,175,729
                                                 ----------   --------------
                                                               1,153,382,490
                                                              --------------
LIABILITIES
  Payable for:
    Securities purchased .....................   $1,556,860
    Shares of the Fund redeemed ..............    1,240,187        2,797,047
                                                 ----------
  Accrued expenses:
    Management fees ..........................      643,717
    Trustees' fees ...........................       27,500
    Accounting and Administration ............        6,917
    Other expenses ...........................      455,461        1,133,595
                                                 ----------   --------------
                                                                   3,930,642
                                                              --------------
NET ASSETS ................................................   $1,149,451,848
                                                              ==============
  Net Assets consist of:
    Capital paid-in .......................................   $  953,356,911
    Undistributed net investment income ...................        6,707,083
    Accumulated net realized gain .........................       32,340,127
    Unrealized appreciation on investments -- net .........      157,047,727
                                                              --------------
NET ASSETS ................................................   $1,149,451,848
                                                              ==============
  Shares of beneficial interest outstanding, no par value .       37,126,024
                                                              ==============
  Net asset value per share* ..............................           $30.96
                                                              ==============

*Shares of the Fund are sold and redeemed at net asset value
 ($1,149,451,848 / 37,126,024).
<PAGE>

STATEMENT OF
OPERATIONS

Six Months Ended June 30, 1996
(unaudited)

INVESTMENT INCOME
  Income
    Dividends (net of withholding tax of $28,162) ...........    $ 8,729,113
    Interest ................................................      9,245,744
                                                                 -----------
                                                                  17,974,857
                                                                 -----------
  Expenses
    Management fees .........................................      3,937,052
    Trustees' fees ..........................................         55,000
    Accounting and Administration ...........................         41,500
    Custodian ...............................................         92,000
    Transfer agent ..........................................        950,000
    Audit and tax services ..................................         16,500
    Legal ...................................................         30,000
    Printing ................................................         55,000
    Registration ............................................         22,000
    Miscellaneous ...........................................          8,138
                                                                 -----------
                                                                   5,207,190
                                                                 -----------
  Net investment income .....................................     12,767,667
                                                                 -----------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
    Realized gain on investments -- net .....................     35,007,920
    Unrealized appreciation -- net ..........................     17,575,439
                                                                 -----------
    Net gain on investments .................................     52,583,359
                                                                 -----------
NET INCREASE IN ASSETS FROM OPERATIONS ......................    $65,351,026
                                                                 ===========

                 See accompanying notes to financial statements
<PAGE>

                                CGM MUTUAL FUND
- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS

                                              SIX MONTHS                        
                                                 ENDED             YEAR ENDED   
                                              JUNE 30, 1996        DECEMBER 31, 
                                              (UNAUDITED)             1995      
                                             --------------      -------------- 
FROM OPERATIONS                                                                 
  Net investment income ..................   $    12,767,667    $    28,544,933 
  Net realized gain from investments .....        35,007,920         64,726,578 
  Unrealized appreciation ................        17,575,439        149,522,113 
                                             ---------------    --------------- 
    Increase in net assets from                                                 
      operations .........................        65,351,026        242,793,624 
                                             ---------------    --------------- 
FROM DISTRIBUTIONS TO SHAREHOLDERS                                              
  Net investment income ..................        (6,060,584)       (30,206,254)
  Net realized gain on investments .......              --          (33,830,922)
                                             ---------------    --------------- 
                                                  (6,060,584)       (64,037,176)
                                             ---------------    --------------- 
FROM CAPITAL SHARE TRANSACTIONS                                                 
  Proceeds from sale of shares ...........        52,044,930         99,581,131 
  Net asset value of shares issued in                                           
    connection with reinvestment of:                                            
    Dividends from net investment                                               
      income .............................         5,424,806         27,004,558 
    Distributions from net realized gain..              --           31,302,777 
                                             ---------------    --------------- 
                                                  57,469,736        157,888,466 
  Cost of shares redeemed ................      (121,747,089)      (245,581,485)
                                             ---------------    --------------- 
    Decrease in net assets derived from                                         
      capital share transactions .........       (64,277,353)       (87,693,019)
                                             ---------------    --------------- 
  Total increase (decrease) in net                                              
    assets ...............................        (4,986,911)        91,063,429 
NET ASSETS                                                                      
  Beginning of period ....................     1,154,438,759      1,063,375,330 
                                             ---------------    --------------- 
  End of period (including undistributed                                        
    net investment income of $6,707,083                                         
    and $0, respectively) ................   $ 1,149,451,848    $ 1,154,438,759 
                                             ===============    =============== 
NUMBER OF SHARES OF THE FUND:                                                   
  Issued from sale of shares .............         1,711,548          3,595,533 
  Issued in connection with reinvestment..                                      
    of:                                                                         
    Dividends from net investment income..           177,771            945,112 
    Distributions from net realized gain..                 0          1,063,635 
                                             ---------------    --------------- 
                                                   1,889,319          5,604,280 
    Redeemed .............................        (3,993,499)        (8,827,153)
                                             ---------------    --------------- 
    Net change ...........................        (2,104,180)        (3,222,873)
                                             ===============    =============== 
                                             
                 See accompanying notes to financial statements
<PAGE>

                                CGM MUTUAL FUND
- --------------------------------------------------------------------------------
<TABLE>
FINANCIAL HIGHLIGHTS

<CAPTION>
                                                               SIX MONTHS                                                          
                                                                  ENDED                 YEAR ENDED DECEMBER 31,                    
                                                              JUNE 30, 1996    --------------------------------------------------  
                                                               (UNAUDITED)     1995         1994       1993       1992       1991  
                                                              -------------    ----         ----       ----       ----       ----  
<S>                                                           <C>             <C>          <C>        <C>        <C>        <C>
For a share of the Fund outstanding throughout each period:
                                                                                                                                   
Net asset value at the beginning of period ................      $29.43       $25.05       $28.88     $26.02     $26.80     $21.64 
                                                                 ------       ------       ------     ------     ------     ------ 
                                                                                                                                   
Net investment income .....................................        0.34         0.73         1.09       0.92       0.93       0.97 
Dividends from net investment income ......................       (0.16)       (0.77)       (1.04)     (0.86)     (0.93)     (0.97)
Net realized and unrealized gain (loss) on investments ....        1.35         5.31        (3.88)      4.73       0.64       7.80 
Distribution from net realized gain .......................        --          (0.89)        --        (1.81)     (1.42)     (2.64)
Distribution in excess of net realized gain ...............        --           --           --        (0.12)       --         --  
                                                                 ------       ------       ------     ------     ------     ------ 
Net increase (decrease) in net asset value ................        1.53         4.38        (3.83)      2.86      (0.78)      5.16 
                                                                 ------       ------       ------     ------     ------     ------ 
Net asset value at end of period ..........................      $30.96       $29.43       $25.05     $28.88     $26.02     $26.80 
                                                                 ======       ======       ======     ======     ======     ====== 
                                                                                                                                   
Total Return (%) ..........................................         5.8         24.3         -9.7       21.8        6.1       40.9 
                                                                                                                                   
Ratios:                                                                                                                            
Operating expenses to average net assets (%) ..............        0.90*        0.91         0.92       0.93       0.93       0.93 
Net investment income to average net assets (%) ...........        2.21*        2.55         4.39       3.45       3.74       3.80 
Portfolio turnover (%)                                              281*         291          173         97        121        201 
Average commission rate** .................................     $0.0691         --           --          --         --         --  
Net assets at end of period (in thousands)($)..............   1,149,452    1,154,439    1,063.375    947,115    548,630    401,887 

 * Computed on an annualized basis
** SEC regulations require portfolios to disclose the average commission rate paid on trades for which commissions were charged
   for fiscal years beginning on or after September 1, 1995.

                 See accompanying notes to financial statements
</TABLE>
<PAGE>

                                CGM MUTUAL FUND
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS -- JUNE 30, 1996
(unaudited)

1. The Fund is a series of CGM Trust which is organized as a Massachusetts
business trust under the laws of Massachusetts pursuant to an Agreement and
Declaration of Trust. The Trust is registered under the Investment Company Act
of 1940 as a diversified, open-end management investment company. The Trust has
three other funds whose financial statements are not presented herein. The
Fund's objective is reasonable long-term capital appreciation with a prudent
approach to protection of capital from undue risks. Current income is a
consideration in the selection of the Fund's portfolio securities, but it is not
a controlling factor.

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. The
financial statements are prepared in conformity with generally accepted
accounting principles which require management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

A.  SECURITY VALUATION -- Equity securities are valued on the basis of
    valuations furnished by a pricing service, authorized by the Board of
    Trustees, which provides the last reported sale price for securities listed
    on a national securities exchange or on the NASDAQ national market system
    or, if no sale was reported and in the case of over-the-counter securities
    not so listed, the last reported bid price. Corporate debt securities are
    valued on the basis of valuations furnished by a pricing service, authorized
    by the Board of Trustees, which determines valuations for normal,
    institutional-size trading units of such securities using market
    information, transactions for comparable securities and various
    relationships between securities which are generally recognized by
    institutional traders. United States government debt securities are valued
    at the current closing bid, as last reported by a pricing service approved
    by the Board of Trustees. Short-term investments having a maturity of sixty
    days or less are stated at amortized cost, which approximates value.

B.  SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME -- Security transactions
    are accounted for on the trade date (date the order to buy or sell is
    executed) and dividend income is recorded on the ex-dividend date. Interest
    income is recorded on the accrual basis. Net gain or loss on securities sold
    is determined on the identified cost basis.

C.  FEDERAL INCOME TAXES -- It is the Fund's policy to comply with the
    requirements of the Internal Revenue Code applicable to regulated investment
    companies, and to distribute to its shareholders all of its taxable income
    and net realized capital gains, within the prescribed time period.
    Accordingly, no provision for federal income tax has been made.

D.  DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS -- Dividends and distributions
    are recorded by the Fund on the ex-dividend date. The classification of
    income and capital gains distributions is determined in accordance with
    income tax regulations. Dividend income received by the Fund from its
    investment in REITs may be comprised, for tax purposes, of ordinary income,
    capital gains, and return of capital. These dividends, when distributed by
    the Fund, are passed through to the Fund's shareholders with these same tax
    characteristics. Permanent book and tax differences relating to shareholder
    distributions may result in reclassifications to paid-in capital.
    Undistributed net investment income, accumulated net investment loss, or
    distributions in excess of net investment income may include temporary book
    and tax differences which will reverse in a subsequent period. Any taxable
    income or gain remaining at fiscal year end is distributed in the following
    year.
<PAGE>
                                CGM MUTUAL FUND
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(unaudited)

2. PURCHASES AND SALES OF SECURITIES -- For the six months ended June 30, 1996,
purchases and sales of securities other than United States government
obligations and short-term investments aggregated $1,101,638,111 and
$1,160,949,408, respectively. Purchases and sales of United States government
obligations aggregated $496,139,624 and $247,730,774, respectively.

3.  A.  MANAGEMENT FEES -- During the six months ended June 30, 1996, the Fund
        incurred management fees of $3,937,052, paid or payable to the Fund's
        investment adviser, Capital Growth Management Limited Partnership
        (CGM), certain officers and directors of which are also officers and
        trustees of the Fund. The management agreement between the Fund and
        CGM provides for a fee at the annual rate of 0.75% on the first $200
        million of the Fund's average daily net assets, 0.70% of the next $300
        million and 0.65% of such assets in excess of $500 million.

    B.  OTHER EXPENSES -- CGM performs certain administrative, accounting and
        other services for the Fund. The expense of those services, which are
        paid to CGM by the Fund, include the following: (i) expenses for
        personnel performing bookkeeping, accounting, internal auditing and
        financial reporting functions and clerical functions relating to the
        Fund; (ii) expenses for services required in connection with the
        preparation of registration statements and prospectuses, shareholder
        reports and notices, proxy solicitation material furnished to
        shareholders of the Fund or regulatory authorities and reports and
        questionnaires for SEC compliance; and (iii) registration, filing and
        other fees in connection with requirements of regulatory authorities.
        The Accounting and Administration expense of $41,500 is shown separately
        in the financial statements.

    C.  TRUSTEES FEES AND EXPENSES -- The Fund does not pay any compensation
        directly to its officers or to any trustees who are directors, officers
        or employees of CGM, or any affiliate of CGM, (other than registered
        investment companies). Each other trustee is compensated by the Fund
        with an annual base fee of $3,000 plus travel expenses for each meeting
        attended and an annual variable fee calculated based on the proportion
        of the Fund's average net assets to the aggregate average net assets of
        the CGM Funds, which for 1996 is $14,835. In addition, the chairman of
        the Independent Trustees Committee receives an annual retainer of
        $1,500.
<PAGE>

INVESTMENT ADVISER
CAPITAL GROWTH MANAGEMENT
LIMITED PARTNERSHIP
Boston, Massachusetts 02110

- ------------------------------------------------------------------------------
TELEPHONE NUMBERS

For information about:

[]  Account Procedures and Status

[]  Redemptions

[]  Exchanges

    Call 800-343-5678

[]  New Account Procedures

[]  Prospectuses

[]  Performance

    Call 800-345-4048

- ------------------------------------------------------------------------------
MAILING ADDRESSES

FOR EXISTING ACCOUNTS

Boston Financial Data Services
P.O. Box 8511
Boston, MA 02266-8511

FOR NEW ACCOUNT APPLICATIONS ONLY

The CGM Funds
P.O. Box 449
Boston, MA 02117-0449

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





This report has been prepared for the shareholders of the Fund and is not
authorized for distribution to current or prospective investors in the Fund
unless it is accompanied or preceded by a prospectus.

MQR2                                                         Printed in U.S.A.

CGM
MUTUAL FUND

265th Quarterly Report
June 30, 1996

A No-Load Fund

[FENCER LOGO]
Investment Adviser
CAPITAL GROWTH MANAGEMENT
Limited Partnership
<PAGE>


TO OUR SHAREHOLDERS:
- -------------------------------------------------------------------------------

CGM American Tax Free Fund increased 0.5% during the second quarter of 1996
compared to the Lehman Municipal Bond Index which rose 0.8% over the same
period. For the first six months of the year, CGM American Tax Free Fund
declined -2.1% compared to the Lehman Municipal Bond Index which decreased
- -0.5%.

A year ago the big question was, had the Federal Reserve Board ushered in a
recession, or had it successfully engineered the economy's first "soft landing"
(slowdown without recession)? "Soft landing" was the verdict by year-end when
the economy once again picked up momentum. Additional economic muscle emerged in
the first three months of 1996 and the second quarter of this year was stronger
still. Most second quarter estimates point to a real gain of 4.0%-4.5% in the
Gross Domestic Product. Other manifestations of a continuing economic advance
abound: employment levels have never been higher; profits are at record levels;
and common stock prices have recently driven leading indices to new all-time
highs. In June, an acceleration in the pace of economic growth paired with
continued low unemployment levels resulted in a significant jump in wages which
may re-ignite fears of inflation. A preferable alternative would be slower
economic growth throughout the remainder of the year--perhaps at a rate of 2%
real growth--without a significant hike in interest rates.

With investor buying interest focused on a rising stock market, municipal bonds
as a class have underperformed so far in 1996. Performance of CGM American Tax
Free Fund improved in the second quarter when the average maturity of the
portfolio was shortened reflecting a bias toward rising rates. The portfolio has
taken a more defensive posture focusing on higher coupon holdings and higher
yielding industrial and pollution control issues where credit dynamics are
improving. The Fund's three largest holdings are Hodge, Louisiana (Stone
Container), Howard County, Maryland Multi-family Housing (Avalon Corp.) and Dade
County, Florida Water and Sewer Systems.

                 /s/ Robert L. Kemp
                     Robert L. Kemp
                     President

July 10, 1996
<PAGE>

                           CGM AMERICAN TAX FREE FUND
- --------------------------------------------------------------------------------
INVESTMENT PERFORMANCE
(unaudited)
- ------------------------------------------------------------------------------
Total Return for Periods Ended June 30, 1996

                                      CGM AMERICAN      LIPPER GENERAL MUNICIPAL
                                      TAX FREE FUND         DEBT FUND AVERAGE
                                      -------------     ------------------------
1 Year .............................     +6.2%                  +5.7%
3 Months ...........................     +0.5                   +0.5

The Fund's average annual total return since inception (November 10, 1993)
through June 30, 1996 is +3.3%. The adviser has agreed to absorb the Fund's
total operating expenses through December 31, 1996. Otherwise, the Fund's total
return since inception, and for the one-year, and three-month periods ended June
30, 1996 would have been lower.

Lipper Analytical Services, Inc. is an independent mutual fund ranking service.
The performance data contained in the report represent past performance. The
investment return and the principal value of an investment in the Fund will
fluctuate so that investors' shares, when redeemed, may be worth more or less
than their original cost.
<PAGE>

                           CGM AMERICAN TAX FREE FUND
- --------------------------------------------------------------------------------
BOARD OF TRUSTEES

PETER O. BROWN
NICHOLAS J. GRANT
G. KENNETH HEEBNER
ROBERT L. KEMP
ROBERT B. KITTREDGE
LAURENS MACLURE
JAMES VAN DYKE QUEREAU, JR.
J. BAUR WHITTLESEY

OFFICERS

ROBERT L. KEMP, President
G. KENNETH HEEBNER, Vice President
LESLIE A. LAKE, Vice President and Secretary
KATHLEEN S. HAUGHTON, Vice President
MARTHA I. MAGUIRE, Vice President
JANICE H. SAUL, Vice President
W. DUGAL THOMAS, Vice President
MARY L. STONE, Assistant Vice President
FRANK N. STRAUSS, Treasurer

INVESTMENT ADVISER

CAPITAL GROWTH MANAGEMENT LIMITED PARTNERSHIP
Boston, Massachusetts 02110

TRANSFER AND DIVIDEND PAYING
AGENT AND CUSTODIAN OF ASSETS

STATE STREET BANK AND TRUST COMPANY
Boston, Massachusetts 02102

SHAREHOLDER SERVICING AGENT
FOR STATE STREET BANK AND
TRUST COMPANY

BOSTON FINANCIAL DATA SERVICES, INC.
P.O. Box 8511
Boston, Massachusetts 02266-8511
<PAGE>
                           CGM AMERICAN TAX FREE FUND
- --------------------------------------------------------------------------------
INVESTMENTS AS OF JUNE 30, 1996
(unaudited)
MUNICIPAL BONDS -- 94.0% OF TOTAL NET ASSETS
                                                        FACE
                                                       AMOUNT       VALUE(A)
                                                       ------       --------
CALIFORNIA -- 10.6%
  California Housing Finance Agency, 6.00%, 8/01/15  $  250,000   $   249,140
  Los Angeles Regional  Airport, 6.875%, 11/15/12 .     500,000       521,390
  San Jose Redevelopment  Tax Allocation,
    5.00%, 8/01/20 ................................     500,000       441,925
                                                                  -----------
                                                                    1,212,455
                                                                  -----------
FLORIDA -- 20.1%
  Dade County Water &  Sewer Systems,
    6.25%, 10/01/11 ...............................     500,000       537,775
  Gainesville Utility Systems, 5.75%, 10/01/09 ....     500,000       517,315
  Orlando & Orange County Expressway,
    5.95%, 7/01/23 ................................     500,000       494,040
  Polk County Industrial Development Authority
    Revenue Bonds (IMC Fertilizer), 7.525%, 1/01/15     250,000       259,613
  Volusia County Facilities Authority, 
     6.125%, 10/15/16 .............................     500,000       495,645
                                                                  -----------
                                                                    2,304,388
                                                                  -----------
KENTUCKY -- 4.5%
  Kenton County Airport Revenue Bonds (Delta
    Airlines), 6.75%, 2/01/02 .....................     500,000       521,605
                                                                  -----------
LOUISIANA -- 9.5%
  Hodge Utility Revenue Bonds (Stone
    Container), 9.00%, 3/01/10 ....................   1,000,000     1,085,740
                                                                  -----------
MARYLAND -- 7.0%
  Howard County  Multifamily, Chase
    Glen Apartments, 7.00%, 7/01/24 ...............     750,000       805,927
                                                                  -----------
MASSACHUSETTS -- 2.5%
  University of Massachusetts Building
    Authority, 6.625%, 5/01/08 ....................     260,000       287,550
                                                                  -----------
MICHIGAN -- 6.6%
  Michigan State Housing Development, 7.05%,
    10/01/12 ......................................     450,000       474,300
  Milan Area Schools,  5.00%, 5/01/13 .............     300,000       279,903
                                                                  -----------
                                                                      754,203
                                                                  -----------
MINNESOTA -- 4.6%
  Ramsey & Washington Counties (Resource
    Recovery Revenue), 6.75%, 12/01/06 ............     500,000       527,570
                                                                  -----------
MISSOURI -- 2.1%
  Missouri State Environment Improvement,
    5.50%, 12/01/13 ...............................     250,000       240,508
                                                                  -----------
NEW YORK -- 8.5%
  New York General Obligation Bonds,
    6.125%, 8/01/06 ...............................     350,000       372,866
  New York General Obligation Bonds
    Series B, 8.25%, 6/01/05 ......................     100,000       114,455
  New York State Dormitory Authority Revenue Bonds,
    5.75%, 7/01/13 ................................     250,000       240,820
  New York State Dormitory Authority Revenue Bonds,
    5.875%, 5/15/11 ...............................     250,000       246,690
                                                                  -----------
                                                                      974,831
                                                                  -----------
                 See accompanying notes to financial statements
<PAGE>
                           CGM AMERICAN TAX FREE FUND
- --------------------------------------------------------------------------------
INVESTMENTS AS OF JUNE 30, 1996 (CONTINUED)
(unaudited)

MUNICIPAL BONDS -- (CONTINUED)
                                                        FACE
                                                       AMOUNT       VALUE(A)
                                                       ------       --------
NORTH CAROLINA -- 3.1%
  Shelby Comb Enterprise, 5.625%, 5/01/14 .........     370,000       360,424
                                                                  -----------
OHIO -- 4.3%
  Cleveland Waterworks Revenue, 5.75%, 1/01/21 ....     500,000       493,530
                                                                  -----------
PUERTO RICO -- 2.3%
  Puerto Rico Electric Power Authority,
    6.125%, 7/01/09 ...............................     250,000       264,370
                                                                  -----------
TEXAS -- 2.3%
  Alliance Airport Authority Special Facilities 
    Revenue Bonds (American Airlines Inc. Project),
    7.00%, 12/01/11 ...............................     250,000       269,650
                                                                  -----------
VIRGINIA -- 6.0%
  Fairfax County Industrial Development Authority,
    5.50%, 8/15/09 ................................     500,000       493,535
  Hopewell Industrial Development Authority
    (Stone Container), 8.25%, 6/01/16 .............     175,000       189,808
                                                                  -----------
                                                                      683,343
                                                                  -----------
TOTAL MUNICIPAL BONDS (Identified Cost $10,647,764) ...........    10,786,094
                                                                  -----------
SHORT TERM INVESTMENT -- 4.8%
  American Express Credit Corp., 5.39%, 7/01/96
    (Cost $555,000) ................................    555,000       555,000
                                                                  -----------
TOTAL INVESTMENTS -- 98.8% (Identified Cost $11,202,764)(b) ...    11,341,094
  Cash and Receivables ........................................       209,645
  Liabilities .................................................       (68,055)
                                                                  -----------
TOTAL NET ASSETS -- 100.0% ....................................   $11,482,684
                                                                  ===========

(a)  See Note 1A.

(b)  Federal Tax Information: At June 30, 1996 the net unrealized appreciation
     on investments based on cost of $11,202,764 for Federal income tax purposes
     was as follows:

     Aggregate gross unrealized appreciation for all investments 
       in which there is an excess of value over tax cost .....   $   184,714

     Aggregate gross unrealized depreciation for all investments 
       in which there is an excess of tax cost over value .....       (46,384)
                                                                  -----------
     Net unrealized appreciation ................................ $   138,330
                                                                  ===========
                 See accompanying notes to financial statements
<PAGE>
                           CGM AMERICAN TAX FREE FUND
- --------------------------------------------------------------------------------
STATEMENT OF
ASSETS AND LIABILITIES

June 30, 1996
(unaudited)

ASSETS
  Investments at value (Identified cost -- $11,202,764) ......... $11,341,094
  Cash ..........................................................       4,219
  Receivable for:
    Shares of the Fund sold ......................     $    578
    Dividends and interest .......................      204,848       205,426
                                                       --------   -----------
                                                                   11,550,739
                                                                  -----------
LIABILITIES
  Payable for:
    Shares of the Fund redeemed .................       $15,338
    Expense advance from adviser ................        52,717        68,055
                                                        -------   -----------
NET ASSETS ...................................................... $11,482,684
                                                                  ===========
 Net Assets consist of:
    Capital paid-in ............................................. $12,425,206
    Undistributed net investment income .........................      58,715
    Accumulated net realized loss ...............................  (1,139,567)
    Unrealized appreciation on investments -- net ...............     138,330
                                                                  -----------
NET ASSETS ...................................................... $11,482,684
                                                                  ===========
  Shares of beneficial interest outstanding, no par value  ......   1,232,444
                                                                  ===========
  Net asset value per share* ....................................       $9.32
                                                                  ===========
*Shares of the Fund are sold and redeemed at net asset value
 ($11,482,684 / 1,232,444).


STATEMENT OF
OPERATIONS

Six Months Ended June 30, 1996
(unaudited)

INVESTMENT INCOME
  Income
    Interest .................................................  $    351,918
                                                                ------------
  Expenses
    Management fees ..........................................        34,510
    Trustees' fees ...........................................        10,500
    Accounting and Administration ............................         2,000
    Custodian ................................................        27,600
    Transfer agent ...........................................        14,000
    Audit and tax services ...................................         9,750
    Legal ....................................................        12,000
    Printing .................................................         9,480
    Registration .............................................        10,020
    Miscellaneous ............................................           252
                                                                ------------
                                                                     130,112
    Less expenses assumed by the
      investment adviser .....................................      (130,112)
                                                                ------------
    Net investment income ....................................       351,918
                                                                ------------
REALIZED AND UNREALIZED LOSS ON
  INVESTMENTS
  Realized loss on investments -- net ........................      (252,581)
  Unrealized depreciation -- net .............................      (363,477)
                                                                ------------
  Net loss on investments ....................................      (616,058)
                                                                ------------
NET DECREASE IN ASSETS FROM
  OPERATIONS .................................................  $   (264,140)
                                                                ============

                 See accompanying notes to financial statements
<PAGE>

                           CGM AMERICAN TAX FREE FUND
- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
                                         SIX MONTHS
                                            ENDED           YEAR ENDED
                                        JUNE 30, 1996      DECEMBER 31,
                                         (UNAUDITED)           1995
                                      -----------------  -----------------
FROM OPERATIONS
  Net investment income ............      $    351,918        $   715,549
  Net realized gain (loss) from
    investments ....................          (252,581)           120,437
  Unrealized appreciation
    (depreciation) .................          (363,477)           984,477
                                          ------------        -----------
    Increase (decrease) in net
      assets from operations .......          (264,140)         1,820,463
                                          ------------        -----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
  Net investment income ............          (294,274)          (714,478)
                                          ------------        -----------
FROM CAPITAL SHARE TRANSACTIONS
  Proceeds from sale of shares .....         1,015,451          1,944,958
  Net asset value of shares issued
    in connection with reinvestment of:
    Dividends from net investment
      income .......................           226,599            556,800
                                          ------------        -----------
                                             1,242,050          2,501,758
  Cost of shares redeemed ..........        (1,056,241)        (1,902,207)
                                          ------------        -----------
    Increase in net assets derived
      from capital share
      transactions .................           185,809            599,551
                                          ------------        -----------
  Total increase (decrease) in net
    assets .........................          (372,605)         1,705,536
NET ASSETS
  Beginning of period ..............        11,855,289         10,149,753
                                          ------------        -----------
  End of period (including undistributed
    net investment income of $58,715
    and $1,071, respectively) ......      $ 11,482,684        $11,855,289
                                          ============        ===========
NUMBER OF SHARES OF THE FUND:
  Issued from sale of shares .......           107,592            208,109
  Issued in connection with
    reinvestment of:
    Dividends from net investment
      income .......................            24,016             59,184
                                          ------------        -----------
                                               131,608            267,293
    Redeemed .......................          (112,405)          (203,582)
                                          ------------        -----------
    Net change .....................            19,203             63,711
                                          ============        ===========

                 See accompanying notes to financial statements
<PAGE>

                           CGM AMERICAN TAX FREE FUND
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
                      FOR THE                                  FOR THE PERIOD
                     SIX MONTHS                                  NOVEMBER 10,
                        ENDED        YEAR ENDED DECEMBER 31,   1993(C) THROUGH
                    JUNE 30, 1996  --------------------------    DECEMBER 31,
                     (UNAUDITED)       1995          1994           1993
                     ------------- ------------  ------------   ------------

For a share of the Fund outstanding throughout each period:
Net asset value at
  the beginning of
  period .........      $ 9.77        $ 8.83        $10.25           $10.00
                        ------        ------        ------           ------
Net investment
  income (a) .....        0.29          0.61          0.58             0.04
Dividends from net
  investment income      (0.24)        (0.61)        (0.58)           (0.04)
Net realized and
  unrealized gain
  (loss) on
  investments ....       (0.50)         0.94         (1.42)            0.25
                        ------        ------        ------           ------
Net increase
  (decrease) in
  net asset value        (0.45)         0.94         (1.42)            0.25
                        ------        ------        ------           ------
Net asset value at
  end of period ...     $ 9.32        $ 9.77        $ 8.83           $10.25
                        ======        ======        ======           ======
Total Return (%) (b)      -2.1(d)       18.0          -8.2              2.9(d)

Ratios:
Operating expenses to
  average net
  assets (%) .......         0             0             0                0
Operating expenses
  to average net
  assets before
  waiver (%) .....        2.26(e)       2.59          2.42             3.59(e)
Net investment
  income to average
  net assets (%) .        6.12(e)       6.50          6.39             4.95(e)
Portfolio turnover (%)     156(e)        125           169                0
Net assets at end
  of period (in
  thousands) .....     $11,483       $11,855       $10,150          $ 4,786

(a) Net of fees waived and
    reimbursed amounted
    to ...........      $ 0.11        $ 0.24        $ 0.22           $ 0.03
(b) The total return would have been lower had the total fees and expenses not
    been waived or reimbursed during the period.
(c) Commencement of operations.
(d) Not computed on an annualized basis.
(e) Computed on an annualized basis.

                 See accompanying notes to financial statements
<PAGE>

                           CGM AMERICAN TAX FREE FUND
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS -- JUNE 30, 1996
(unaudited)

1. The Fund is a series of CGM Trust which is organized as a Massachusetts
business trust under the laws of Massachusetts pursuant to an Agreement and
Declaration of Trust. The Trust is registered under the Investment Company Act
of 1940 as a diversified, open-end management investment company. The Trust has
three other funds whose financial statements are not presented herein. The Fund
commenced operations on November 10, 1993. The primary investment objective of
the Fund is to provide high current income exempt from federal income tax. The
Fund's secondary investment objective is capital appreciation.

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. The
financial statements are prepared in conformity with generally accepted
accounting principles which require management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

A.  SECURITY VALUATION -- Debt securities are valued on the basis of valuations
    furnished by a pricing service, authorized by the Board of Trustees, which
    determines valuations for normal, institutional-size trading units of such
    securities using market information, transactions for comparable securities
    and various relationships between securities which are generally recognized
    by institutional traders. Short-term investments having a maturity of sixty
    days or less are stated at amortized cost, which approximates value.

B.  SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME -- Security transactions
    are accounted for on the trade date (date the order to buy or sell is
    executed) and dividend income is recorded on the ex-dividend date. The Fund
    may trade securities on other than normal settlement terms. This may
    increase the risk if the other party to the transaction fails to deliver and
    causes the Fund to subsequently invest at less advantageous prices. Interest
    income is recorded on the accrual basis. Interest income is increased by the
    accretion of discount. Premium is amortized against interest income with a
    corresponding decrease in the cost basis. Net gain or loss on securities
    sold is determined on the identified cost basis.

C.  FEDERAL INCOME TAXES -- It is the Fund's policy to comply with the
    requirements of the Internal Revenue Code applicable to regulated investment
    companies, and to distribute to its shareholders all of its taxable and tax
    exempt income and net realized capital gains, within the prescribed time
    period. Accordingly, no provision for federal income tax has been made. At
    December 31, 1995, the capital loss carryover available to offset future
    realized gains aggregated approximately $887,000 and expires in the year
    2002.

D.  DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS -- Dividends and distributions
    are recorded by the Fund on the ex-dividend date. The classification of
    income and capital gains distributions is determined in accordance with
    income tax regulations. Permanent book and tax differences relating to
    shareholder distributions may result in reclassifications to paid-in
    capital. Undistributed net investment income, accumulated net investment
    loss, or distributions in excess of net investment income may include
    temporary book and tax differences which will reverse in a subsequent
    period. Any taxable income or gain remaining at fiscal year end is
    distributed in the following year.
<PAGE>
                           CGM AMERICAN TAX FREE FUND
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(unaudited)

E.  OTHER -- The Fund has greater than 10% of its net assets at June 30, 1996
    invested in California and Florida. There are certain risks arising from
    geographical concentration in any state. Certain revenue or tax related
    events in a state may impair the ability of certain issuers of municipal
    securities to pay principal and interest on their obligations.

2. PURCHASES AND SALES OF SECURITIES -- For the six months ended June 30, 1996,
purchases and sales of securities other than United States government
obligations and short-term investments aggregated $8,789,162 and $8,929,411,
respectively. There were no purchases or sales of United States government
obligations.

3.  A.  MANAGEMENT FEES -- During the six months ended June 30, 1996, the Fund
        incurred management fees of $34,510 payable to the Fund's investment
        adviser, Capital Growth Management Limited Partnership (CGM), certain
        officers and directors of which are also officers and trustees of the
        Fund. The management agreement provides for a fee at the annual rate
        of 0.60% on the first $500 million of the Fund's average daily net
        assets, 0.55% of the next $500 million and 0.45% of such assets in
        excess of $1 billion. CGM waived its entire fee. See Note 4.

    B.  OTHER EXPENSES -- CGM performs certain administrative, accounting and
        other services for the Fund. The expenses of those services, which are
        paid to CGM by the Fund, include the following: (i) expenses for
        personnel performing bookkeeping, accounting, internal auditing and
        financial reporting functions and clerical functions relating to the
        Fund; (ii) expenses for services required in connection with the
        preparation of registration statements and prospectuses, shareholder
        reports and notices, proxy solicitation material furnished to
        shareholders of the Fund or regulatory authorities and reports and
        questionnaires for SEC compliance; and (iii) registration, filing and
        other fees in connection with requirements of regulatory authorities.
        For the six months ended June 30, 1996, these expenses amounted to
        $2,000 and are shown separately in the financial statements as
        Accounting and Administration. The entire expense was waived by CGM.
        See Note 4.

    C.  TRUSTEES FEES AND EXPENSES -- The Fund does not pay any compensation
        directly to its officers or to any trustees who are directors, officers
        or employees of CGM, or any affiliate of CGM, other than registered
        investment companies. Each other trustee is compensated by the Fund with
        an annual base fee of $3,000 plus travel expenses for each meeting
        attended and an annual variable fee calculated based on the proportion
        of the Fund's average net assets to the aggregate average net assets of
        the CGM Funds, which for 1996 is $146. In addition, the chairman of the
        Independent Trustees Committee receives an annual retainer of $1,000.

4. EXPENSE LIMITATION -- Until December 31, 1996, and, thereafter, until further
notice to the Fund, CGM has voluntarily agreed to waive its management fee and
to assume all expenses of the Fund. For the six months ended June 30, 1996, CGM
waived its entire management fee of $34,510, the entire Accounting and
Administration expense of $2,000, and assumed Fund expenses of $93,602.
<PAGE>

INVESTMENT ADVISER

CAPITAL GROWTH MANAGEMENT
LIMITED PARTNERSHIP
Boston, Massachusetts 02110

- ------------------------------------------------------------------------------
TELEPHONE NUMBERS

For information about:
[] Account Procedures and Status

[] Redemptions

[] Exchanges

   Call 800-343-5678

[] New Account Procedures

[] Prospectuses

[] Performance

   Call 800-345-4048

- ------------------------------------------------------------------------------
MAILING ADDRESSES

FOR EXISTING ACCOUNTS
Boston Financial Data Services
P.O. Box 8511
Boston, MA 02266-8511

FOR NEW ACCOUNT APPLICATIONS ONLY

The CGM Funds
P.O. Box 449
Boston, MA 02117-0449

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

This report has been prepared for the shareholders of the Fund and is not
authorized for distribution to current or prospective investors in the Fund
unless it is accompanied or preceded by a prospectus.

AQR2                                                         Printed in U.S.A.


CGM
AMERICAN
TAX FREE FUND

11th Quarterly Report
June 30, 1996

A No-Load Fund

[FENCER LOGO]
Investment Adviser
CAPITAL GROWTH MANAGEMENT
Limited Partnership
<PAGE>

TO OUR SHAREHOLDERS:
- -------------------------------------------------------------------------------
CGM Realty Fund increased 1.3% during the second quarter of 1996 compared
to the National Association of Real Estate Investment Trust's (NAREIT) Equity
REIT Index which rose 4.5%. Over the first six months of the year, CGM Realty
Fund grew 8.4% compared to an increase of 6.8% in the NAREIT Equity REIT Index
for the same period.

A year ago the big question was, had the Federal Reserve Board ushered in a
recession, or had it successfully engineered the economy's first "soft landing"
(slowdown without recession)? "Soft landing" was the verdict by year-end when
the economy once again picked up momentum. Additional economic muscle emerged in
the first three months of 1996 and the second quarter of this year was stronger
still. Most second quarter estimates point to a real gain of 4.0%-4.5% in the
Gross Domestic Product. Other manifestations of a continuing economic advance
abound: employment levels have never been higher; profits are at record levels;
and common stock prices have recently driven leading indices to new all-time
highs. In June, an acceleration in the pace of economic growth paired with
continued low unemployment levels resulted in a significant jump in wages which
may re-ignite fears of inflation. A preferable alternative would be slower
economic growth throughout the remainder of the year -- perhaps at a rate of 2%
real growth -- without a significant hike in interest rates.

The surge in corporate profits in 1995 was dramatic, aided in part by the weak
dollar. This year the dollar has been very strong against the Yen and is rising
somewhat against the German Mark. The combination of slow economic growth and
U.S. currency strength will mean lower quarterly earnings for many companies
compared to last year, though on balance, many sectors continue to do well. We
expect the market to become increasingly selective and are watching interest
rates, which have increased from 6% in January to 7.1% today without deterring
the overall equity market.

Approximately one half of CGM Realty Fund assets are invested in hotel REITs
which are experiencing strong cash flow growth because of rising occupancy and
room rates. The Fund is also significantly invested in apartment REITs in
markets where local economic conditions favor rising rental rates. CGM Realty
Fund is 54% invested in hotel REITs; 28% in apartment REITs; 13% in office and
industrial REITs; and 5% in retail REITs. The Fund's largest holdings are Felcor
Suite Hotels, Inc., Winston Hotels and Patriot American Hospitality.

                 /s/ Robert L. Kemp
                     Robert L. Kemp
                     President

July 10, 1996
<PAGE>

                                CGM REALTY FUND
- ------------------------------------------------------------------------------
INVESTMENT PERFORMANCE
(unaudited)
- ------------------------------------------------------------------------------
Total Return for Periods Ended June 30, 1996

                                 CGM               (NAREIT)
                             REALTY FUND       EQUITY REIT INDEX
                             -----------      -------------------
1 Year ..................      +23.5%               +16.5%
3 Months ................      + 1.3                + 4.5

The Fund's average annual total return since inception (May 13, 1994) through
June 30, 1996 is +13.1%. The adviser has agreed to limit the Fund's total
operating expenses to 1.00% of its average net assets through December 31, 1996.
Otherwise, the Fund's total return since inception and for the one-year, and
three-month periods ended June 30, 1996 would have been lower.

The performance data contained in the report represent past performance, which
is no guarantee of future results. The investment return and the principal value
of an investment in the Fund will fluctuate so that investors' shares, when
redeemed, may be worth more or less than their original cost.
<PAGE>

                                CGM REALTY FUND
- ------------------------------------------------------------------------------
BOARD OF TRUSTEES

PETER O. BROWN
NICHOLAS J. GRANT
G. KENNETH HEEBNER
ROBERT L. KEMP
ROBERT B. KITTREDGE
LAURENS MACLURE
JAMES VAN DYKE QUEREAU, JR.
J. BAUR WHITTLESEY

OFFICERS

ROBERT L. KEMP, President
G. KENNETH HEEBNER, Vice President
LESLIE A. LAKE, Vice President and Secretary
KATHLEEN S. HAUGHTON, Vice President
MARTHA I. MAGUIRE, Vice President
W. DUGAL THOMAS, Vice President
MARY L. STONE, Assistant Vice President
FRANK N. STRAUSS, Treasurer

INVESTMENT ADVISER

CAPITAL GROWTH MANAGEMENT LIMITED PARTNERSHIP
Boston, Massachusetts 02110

TRANSFER AND DIVIDEND PAYING
AGENT AND CUSTODIAN OF ASSETS

STATE STREET BANK AND TRUST COMPANY
Boston, Massachusetts 02102

SHAREHOLDER SERVICING AGENT
FOR STATE STREET BANK AND
TRUST COMPANY

BOSTON FINANCIAL DATA SERVICES, INC.
P.O. Box 8511
Boston, Massachusetts 02266-8511
<PAGE>
                                CGM REALTY FUND
- ------------------------------------------------------------------------------
INVESTMENTS AS OF JUNE 30, 1996
(unaudited)

REAL ESTATE INVESTMENT TRUSTS -- 99.3% OF TOTAL NET ASSETS

                                                      SHARES         VALUE(A)
                                                      ------         --------
APARTMENTS -- 28.2%
  Bay Apartment Community, Inc. ...................  144,000      $ 3,726,000
  Essex Property Trust ............................  175,000        3,762,500
  Home Properties New York, Inc. ..................  174,000        3,523,500
  Mid-America Apartment Communities, Inc. .........  139,500        3,539,812
  Pacific Gulf Properties, Inc. ...................  179,400        3,004,950
  Walden Residential Properties, Inc. .............  176,000        3,586,000
                                                                  -----------
                                                                   21,142,762
                                                                  -----------
HOTELS -- 53.7%
  Equity Inns, Inc. ...............................  310,000        3,565,000
  Felcor Suite Hotels, Inc. .......................  327,500        9,988,750
  Innkeepers USA Trust ............................  375,000        3,750,000
  Jameson Inns, Inc. ..............................  372,500        3,678,438
  Patriot American Hospitality ....................  131,000        3,880,875
  RFS Hotel Investments, Inc. .....................  245,000        3,797,500
  Starwood Lodging Trust ..........................  104,500        3,801,188
  Sunstone Hotel Investments, Inc. ................  348,000        3,784,500
  Winston Hotels ..................................  339,000        3,940,875
                                                                  -----------
                                                                   40,187,126
                                                                  -----------
OFFICE AND INDUSTRIAL -- 12.6%
  Beacon Properties Corporation ...................  126,800        3,249,250
  Cali Realty Corporation .........................   99,400        2,410,450
  Reckson Associates Realty Corporation ...........  115,400        3,808,200
                                                                  -----------
                                                                    9,467,900
                                                                  -----------
REGIONAL MALLS AND SHOPPING CENTERS -- 4.8%
  Macerich Company ................................  169,500        3,559,500
                                                                  -----------
  TOTAL REAL ESTATE INVESTMENT TRUSTS
    (Identified Cost $67,310,875) ..........................       74,357,288
                                                                  -----------

                 See accompanying notes to financial statements
<PAGE>
                                CGM REALTY FUND
- ------------------------------------------------------------------------------
INVESTMENTS AS OF JUNE 30, 1996 (CONTINUED)
(unaudited)
                                                      FACE
                                                     AMOUNT         VALUE(A)
                                                     -------        --------
SHORT-TERM INVESTMENT -- 0.2% 
  American Express Credit Corp., 5.39%, 7/01/96
    (Cost $180,000) ..............................  $180,000      $   180,000
                                                                  -----------

TOTAL INVESTMENTS -- 99.5% (Identified Cost $67,490,875(b) .       74,537,288
  Cash and Receivables .....................................          701,136
  Liabilities ..............................................         (332,133)
                                                                  -----------
TOTAL NET ASSETS -- 100% ...................................      $74,906,291
                                                                  ===========
(a)  See Note 1A.
(b)  Federal Tax Information: At June 30, 1996 the net unrealized appreciation
     on investments based on cost of $67,490,875 for Federal income tax purposes
     was as follows:

     Aggregate gross unrealized appreciation for all investments
       in which there is an excess of value over tax cost........ $ 7,452,654

     Aggregate gross unrealized depreciation for all investments
       in which there is an excess of tax cost over value........    (406,241)
                                                                  -----------
     Net unrealized appreciation................................. $ 7,046,413
                                                                  ===========

                 See accompanying notes to financial statements
<PAGE>

                                CGM REALTY FUND
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
June 30, 1996
(unaudited)

ASSETS
 Investments at value (Identified cost -- $67,490,875)..........    $74,537,288
 Cash ..........................................................          3,471
 Receivable for:
   Securities sold ...............................      $ 51,358
   Shares of the Fund sold .......................       101,969
   Dividends and interest ........................       504,151        657,478
                                                        -------- 
 Unamortized organizational expenses ...........................         40,187
                                                                    -----------
                                                                     75,238,424
                                                                    -----------
LIABILITIES
 Payable for:
   Securities purchased ..........................      $205,715
   Shares of the Fund redeemed ...................        24,654        230,369
                                                        --------
 Accrued expenses:
   Management fees ...............................        33,894
   Trustees' fees ................................         5,795
   Accounting and Administration .................         1,500
   Other expenses ................................        60,575        101,764
                                                        --------    -----------
                                                                        332,133
                                                                    -----------
NET ASSETS ......................................................   $74,906,291
                                                                    ===========
 Net Assets consist of:
   Capital paid-in ..............................................   $65,731,123
   Undistributed net investment income ..........................     1,115,258
   Accumulated net realized gain ................................     1,013,497
   Unrealized appreciation on investments -- net ................     7,046,413
                                                                    -----------
NET ASSETS ......................................................   $74,906,291
                                                                    ===========
 Shares of beneficial interest outstanding, no par value  .......     6,419,232
                                                                    ===========
 Net asset value per share* .....................................        $11.67
                                                                    ===========

*Shares of the Fund are sold and redeemed at net asset value
 ($74,906,291 / 6,419,232).


STATEMENT OF OPERATIONS
Six Months Ended June 30, 1996
(unaudited)

INVESTMENT INCOME
 Income:

  Dividends ...................................................   $2,193,416
  Interest ....................................................       18,655
                                                                  ----------
                                                                   2,212,071
                                                                  ----------
 Expenses:
  Management fees .............................................      277,802
  Trustees' fees ..............................................       12,000
  Accounting and Administration ...............................        9,000
  Custodian ...................................................       32,700
  Transfer agent ..............................................       54,600
  Audit and tax services ......................................       12,600
  Legal .......................................................       21,000
  Printing ....................................................       22,500
  Registration ................................................       14,500
  Amortization of organizational expense ......................        7,000
  Miscellaneous ...............................................          498
                                                                  ----------
                                                                     464,200
 Less expenses assumed by the investment adviser ..............     (137,374)
                                                                  ----------
 Net investment income ........................................    1,885,245
                                                                  ----------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
  Realized gain on investments -- net .........................    2,531,953
  Unrealized appreciation -- net ..............................      581,340
                                                                  ----------
  Net gain on investments .....................................    3,113,293
                                                                  ----------
NET INCREASE IN ASSETS FROM OPERATIONS ........................   $4,998,538
                                                                  ==========

         See accompanying notes to financial statements
<PAGE>
                                CGM REALTY FUND
- ------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS

                                               SIX MONTHS
                                                 ENDED           YEAR ENDED
                                             JUNE 30, 1996      DECEMBER 31,
                                              (UNAUDITED)           1995
                                             -------------      ------------
FROM OPERATIONS
  Net investment income ...................    $ 1,885,245      $ 2,159,982
  Net realized gain (loss) from investments      2,531,953       (1,370,138)
  Unrealized appreciation .................        581,340        6,607,117
                                               -----------      -----------
    Increase in net assets from operations       4,998,538        7,396,961
                                               -----------      -----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
  Net investment income ...................       (769,987)      (2,169,764)
  Tax return of capital ...................        --              (561,236)
                                               -----------      -----------
                                                  (769,987)      (2,731,000)
                                               -----------      -----------
FROM CAPITAL SHARE TRANSACTIONS
  Proceeds from sale of shares ............     33,394,970       18,117,842
  Net asset value of shares issued in
    connection with reinvestment of:
    Dividends from net investment income ..        658,415        1,918,906
    Distributions from tax return of
      capital .............................        --               496,331
                                               -----------      -----------
                                                34,053,385       20,533,079
  Cost of shares redeemed .................    (11,070,037)     (11,781,424)
                                               -----------      -----------
    Increase in net assets derived from
      capital share transactions ..........     22,983,348        8,751,655
                                               -----------      -----------
  Total increase in net assets ............     27,211,899       13,417,616
NET ASSETS
  Beginning of period .....................     47,694,392       34,276,776
                                               -----------      -----------
  End of period (including undistributed
    net investment income of $1,115,258 and
    $241,433, respectively) ...............    $74,906,291      $47,694,392
                                               ===========      ===========
NUMBER OF SHARES OF THE FUND:
  Issued from sale of shares ..............      2,953,296        1,790,175
  Issued in connection with reinvestment of:
    Dividends from net investment income ..         58,215          186,107
    Distributions from tax return of
      capital .............................        --                48,137
                                               -----------      -----------
                                                 3,011,511        2,024,419
    Redeemed ..............................       (970,845)      (1,175,874)
                                               -----------      -----------
    Net change ............................      2,040,666          848,545
                                               ===========      ===========

         See accompanying notes to financial statements
<PAGE>

                                CGM REALTY FUND
- ------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
                            FOR THE
                           SIX MONTHS                         FOR THE PERIOD
                             ENDED            FOR THE         MAY 13, 1994(C)
                         JUNE 30, 1996       YEAR ENDED           THROUGH
                          (UNAUDITED)    DECEMBER 31, 1995   DECEMBER 31, 1994
                         --------------  ------------------  -----------------
For a share of the Fund outstanding throughout each period:
Net asset value at the
  beginning of period ...    $10.89            $ 9.71             $10.00
                             ------            ------             ------
Net investment income(a)       0.30              0.54               0.31
Dividends from net
  investment income .....     (0.13)            (0.54)             (0.23)
Distribution from tax
  return of capital  ....      --               (0.14)             (0.08)
Net realized and unrealized
  gain (loss) on 
  investments ...........      0.61              1.32              (0.29)
                             ------            ------             ------
Net increase (decrease)
  in net asset value ..        0.78              1.18              (0.29)
                             ------            ------             ------
Net asset value at end
  of period ...........      $11.67            $10.89             $ 9.71
                             ======            ======             ======
Total Return (%) (b) ..         8.4(d)           19.8                0.2(d)

Ratios:
Operating expenses to
  average net assets (%)       1.00(e)           1.00               1.00(e)
Operating expenses to
  average net assets
  before expense
  limitation (%) ......        1.42(e)           1.68               2.00(e)
Net income to average
  net assets (%) ......        5.77(e)           5.51               7.40(e)
Portfolio turnover (%)           51(e)             85                 47(e)
Average commission rate (f) $0.0659              --                 --
Net assets at end of
  period (in thousands) .   $74,906           $47,694            $34,277

(a)  Net of reimbursement
     which amounted to ..    $ 0.02            $ 0.07             $ 0.04
(b)  The total return would have been lower had certain expenses not been
     reduced during the period.
(c)  Commencement of operations.
(d)  Not computed on an annualized basis.
(e)  Computed on an annualized basis.
(f)  SEC regulations require portfolios to disclose the average commission rate
     paid on trades for which commissions were charged for fiscal years
     beginning on or after September 1, 1995.

         See accompanying notes to financial statements
<PAGE>

                                CGM REALTY FUND
- ------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS -- JUNE 30, 1996
(unaudited)

1. The Fund is a series of CGM Trust which is organized as a Massachusetts
business trust under the laws of Massachusetts pursuant to an Agreement and
Declaration of Trust. The Trust is registered under the Investment Company Act
of 1940 as a diversified, open-end management investment company. The Trust has
three other funds whose financial statements are not presented herein. The Fund
commenced operations on May 13, 1994. The Fund's investment objective is
above-average income and long-term growth of capital. The Fund intends to pursue
its objective by investing primarily in equity securities of companies in the
real estate industry.

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. The
financial statements are prepared in conformity with generally accepted
accounting principles which require management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

A.  SECURITY VALUATION -- Equity securities are valued on the basis of
    valuations furnished by a pricing service, authorized by the Board of
    Trustees, which provides the last reported sale price for securities listed
    on a national securities exchange or on the NASDAQ national market system
    or, if no sale was reported and in the case of over-the-counter securities
    not so listed, the last reported bid price. Short-term investments having a
    maturity of sixty days or less are stated at amortized cost, which
    approximates value.

B.  SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME -- Security transactions
    are accounted for on the trade date (date the order to buy or sell is
    executed) and dividend income is recorded on the ex-dividend date. Interest
    income is recorded on the accrual basis. Net gain or loss on securities sold
    is determined on the identified cost basis.

C.  FEDERAL INCOME TAXES -- It is the Fund's policy to comply with the
    requirements of the Internal Revenue Code applicable to regulated investment
    companies, and to distribute to its shareholders all of its taxable income
    and net realized capital gains, within the prescribed time period.
    Accordingly, no provision for federal income tax has been made. At December
    31, 1995, the capital loss carryovers available to offset future gains were
    $381,021 expiring in the year 2002, and approximately $1,155,000 expiring in
    2003.

D.  DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS -- Dividends and distributions
    are recorded by the Fund on the ex-dividend date. The classification of
    income and capital gains distributions is determined in accordance with
    income tax regulations. Dividend income received by the Fund from its
    investment in REITs may, for tax purposes consist of ordinary income,
    capital gains and return of capital. The portion derived from capital gains
    and return of capital will result in a reduction of the Fund's dividend
    income and an increase in realized and unrealized gain on investments. These
    dividends, when distributed by the Fund, are passed through to the Fund's
    shareholders with these same tax characteristics. For 1995, the resulting
    return of capital component of the Fund's distributions totaled $561,236.
    Permanent book and tax differences relating to shareholder distributions may
    result in reclassifications to paid-in capital. Undistributed net investment
    income, accumulated net investment loss, or distributions in excess of net
    investment income may include temporary book and tax differences, which will
    reverse in a subsequent period. Any taxable income or gain remaining at
    fiscal year end is distributed in the following year.
<PAGE>
                                CGM REALTY FUND
- ------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(unaudited)

E.  ORGANIZATION EXPENSE -- Costs incurred in 1994 in connection with the Fund's
    organization and registration amounting to $70,186 have been paid by the
    Fund. These costs are being amortized over 60 months beginning May 13, 1994.

2. PURCHASES AND SALE OF SECURITIES -- For the six months ended June 30, 1996,
purchases and sales of securities other than United States government
obligations and short-term investments aggregated $40,456,291 and $16,306,959,
respectively. There were no purchases or sales of United States government
obligations.

3.  A.  MANAGEMENT FEES -- During the six months ended June 30, 1996, the Fund
        incurred management fees of $277,802, paid or payable to the Fund's
        investment adviser, Capital Growth Management Limited Partnership
        (CGM), certain officers and directors of which are also officers and
        trustees of the Fund. The management agreement provides for a fee at
        the annual rate of 0.85% on the first $500 million of the Fund's
        average daily net assets and 0.75% on amounts in excess of $500
        million. CGM waived a portion of its fee. See Note 4.

    B.  OTHER EXPENSES -- CGM performs certain administrative, accounting and
        other services for the Fund. The expenses of those services, which are
        paid to CGM by the Fund, include the following: (i) expenses for
        personnel performing bookkeeping, accounting, internal auditing and
        financial reporting functions and clerical functions relating to the
        Fund; (ii) expenses for services required in connection with the
        preparation of registration statements and prospectuses, shareholder
        reports and notices, proxy solicitation material furnished to
        shareholders of the Fund or regulatory authorities and reports and
        questionnaires for SEC compliance; and (iii) registration, filing and
        other fees in connection with requirements of regulatory authorities.
        For the six months ended June 30, 1996 these expenses amounted to $9,000
        and are shown separately in the financial statements as Accounting and
        Administration.

    C.  TRUSTEES FEES AND EXPENSES -- The Fund does not pay any compensation
        directly to its officers or to any trustees who are directors, officers
        or employees of CGM, or any affiliate of CGM, (other than registered
        investment companies). Each other trustee is compensated by the Fund
        with an annual base fee of $3,000 plus travel expenses for each meeting
        attended and an annual variable fee calculated based on the proportion
        of the Fund's average net assets to the aggregate average net assets of
        the CGM Funds, which for 1996 is $530. In addition, the chairman of the
        Independent Trustees Committee receives an annual retainer of $1,000.

4. EXPENSE LIMITATION -- Until December 31, 1996 and, thereafter, until further
notice to the Fund, CGM has voluntarily agreed to reduce its management fee and,
if necessary, to assume expenses of the Fund in order to limit the Fund's
expenses to an annual rate of 1.00% of average daily net assets. As a result of
the Fund's expenses exceeding the voluntary expense limitation, CGM waived
$137,374 of its management fee. The Fund incurred operating expenses of
$326,826, representing 1.00% of the average daily net assets.
<PAGE>

INVESTMENT ADVISER

CAPITAL GROWTH MANAGEMENT
LIMITED PARTNERSHIP
Boston, Massachusetts 02110

- ------------------------------------------------------------------------------
TELEPHONE NUMBERS

For information about:
[] Account Procedures and Status

[] Redemptions

[] Exchanges

   Call 800-343-5678

[] New Account Procedures

[] Prospectuses

[] Performance

   Call 800-345-4048

- ------------------------------------------------------------------------------
MAILING ADDRESSES

FOR EXISTING ACCOUNTS
Boston Financial Data Services
P.O. Box 8511
Boston, MA 02266-8511

FOR NEW ACCOUNT APPLICATIONS ONLY
The CGM Funds
P.O. Box 449
Boston, MA 02117-0449
- ------------------------------------------------------------------------------

This report has been prepared for the shareholders of the Fund and is not
authorized for distribution to current or prospective investors in the Fund
unless it is accompanied or preceded by a prospectus.

RQR2                                                         Printed in U.S.A.


CGM
REALTY FUND

9th Quarterly Report
June 30, 1996

A No-Load Fund
Investment Adviser

[FENCER LOGO]
Investment Adviser
CAPITAL GROWTH MANAGEMENT
Limited Partnership



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