CGM TRUST
N-30D, 1996-05-03
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<PAGE>
TO OUR SHAREHOLDERS:
- --------------------------------------------------------------------------------

CGM Fixed Income Fund rose 6.8% during the first quarter of 1996 outperforming
the Merrill Lynch Master Bond Index which fell -1.8% over the same period.

Heading into the first quarter, evidence began to surface of a slowing in
business activity, which prompted the Federal Reserve Board to lower interest
rates twice. The "Blizzard of '96" exacerbated the slowdown, spooking some
investors into believing recession was on its way. Fears, however, were abruptly
extinguished on March 8th when February employment numbers were released
indicating an increase of 705,000 new jobs. Since then, other indicators have
followed suit to confirm strength in the economy. While a few signals to the
contrary remain, we expect the trend to be one of continuing slow growth.

The combination of relatively low inflation, full employment, and an expanding
economy is optimal and, we believe, here to stay for a while longer.
Nonetheless, commodity prices are beginning to stir. Grain, metal, and oil
prices are up, not yet at levels which could stimulate immediate inflation, but
enough to warrant attention.

Mixed signals are to be expected in a "slow-growth" environment. The personal
computer industry, in particular, is already reeling from supply and demand
imbalances. Supply has so overpowered demand that even lower product prices have
been ineffectual in restoring balance. We do not interpret this as a sign of
economic weakness so much as just an incidence of capacity far exceeding demand
and one that will be corrected in time.

Bond investors appear to be sensitive to recent changes in the economic climate;
long-term rates reversed direction in January and jumped from 5.97% to 6.75% by
the end of the quarter. In the equities market, we believe the robust employment
numbers along with other strong economic data will give rise to opportunities in
individual companies that are the result of higher-than-expected earnings rather
than rising price-to-earnings ratios.

CGM Fixed Income Fund profited from the solid performance of the portfolio's
lower rated industrial credits within the investment grade sector and from a
strong showing on the part of convertible securities. The portfolio is
structured with a bias toward cyclical companies on the expectation of a rising
economy. CGM Fixed Income Fund holds important positions in banks, airlines and
Treasuries. The three largest company holdings are Chemical Banking Corporation,
Alaska Air Group, Inc. and Continental Airlines, Inc.

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

April 8, 1996

- -------------------------------------------------------------------------------
INVESTMENT PERFORMANCE
(unaudited)

Total Return for Periods Ended March 31, 1996
                                            CGM FIXED       THE FUND'S AVERAGE
                                           INCOME FUND      ANNUAL TOTAL RETURN
                                           -----------      -------------------
3 Years .................................     +38.5%             +11.5%
1 Year ..................................     +27.4              +27.4
3 Months ................................      +6.8               --

The Fund's average annual total return from inception (March 17, 1992) through
March 31, 1996 is +12.7%. 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 March 31, 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>
<TABLE>
<CAPTION>
INVESTMENTS AS OF MARCH 31, 1996
(unaudited)

BONDS, NOTES & BILLS -- 78.4% OF TOTAL NET ASSETS

                                                                      FACE
                                                                     AMOUNT          VALUE(a)
                                                                     ------          --------
<S>                                                                <C>             <C>        
AIRLINES -- 17.8%
  AMR Corp., 9.00%, 8/01/12 .................................      $1,150,000      $ 1,251,579
  Alaska Air Group, Inc., 6.50%, 6/15/05 (Convertible) ......       1,500,000        2,055,000
  Trans World Airlines, Inc., 12.00%, 11/03/98 ..............       1,000,000          990,000
  UAL Corp., 6.375%, 2/01/25 (Convertible) ..................       1,500,000        1,792,500
                                                                                   -----------
                                                                                     6,089,079
                                                                                   -----------

AUTO AND RELATED -- 2.4%
  Poindexter JB, Inc., 12.50%, 5/15/04 ......................       1,000,000          810,000
                                                                                   -----------


BASIC MATERIALS -- 6.3%
  Medusa Corp., 6.00%, 11/15/03 .............................       1,000,000        1,040,000
  USX Marathon Group, 9.125%, 1/15/13 .......................       1,000,000        1,102,230
                                                                                   -----------
                                                                                     2,142,230
                                                                                   -----------

BROKERS/INVESTMENT SERVICES -- 6.0%
  Lehman Brothers Holdings, Inc., 8.50%, 5/01/07 ............       1,000,000        1,079,220
  Paine Webber Group, Inc., 7.625%, 2/15/14 .................       1,000,000          964,410
                                                                                   -----------
                                                                                     2,043,630
                                                                                   -----------

CHEMICALS -- SPECIALTY -- 3.1%
  Polymer Group, Inc., 12.25%, 7/15/02 ......................       1,000,000        1,060,000
                                                                                   -----------


FOREST PRODUCTS -- 3.1%
  Georgia Pacific Corp., 9.50%, 5/15/22 .....................       1,000,000        1,063,800
                                                                                   -----------

HOME BUILDING PRODUCTS -- 3.1%
  Centex Corp., 8.75%, 3/01/07 ..............................       1,000,000        1,053,950
                                                                                   -----------

HOTELS AND RESTAURANTS -- 2.6%
  Flagstar Corp., 10.75%, 9/15/01 ...........................       1,000,000          900,000
                                                                                   -----------

INSURANCE -- 3.0%
  Conseco, Inc., 8.125, 2/15/03 .............................       1,000,000        1,012,830
                                                                                   -----------

<PAGE>
<CAPTION>
INVESTMENTS AS OF MARCH 31, 1996 (CONTINUED)
(unaudited)

BONDS, NOTES & BILLS -- (CONTINUED)

                                                                      FACE
                                                                     AMOUNT          VALUE(a)
                                                                     ------          --------
<S>                                                                <C>             <C>        
MACHINERY -- 0.7%
  AGCO Corp., 8.50% 3/15/06 .................................      $  250,000      $   251,875
                                                                                   -----------

MEDIA -- 2.8%
  TCI Communications, Inc., 7.875%, 2/15/26 .................       1,000,000          941,160
                                                                                   -----------

PLASTICS -- 3.2%
  Berry Plastics Corp., 12.25%, 4/15/04 .....................       1,000,000        1,080,000
                                                                                   -----------

RAILROAD -- 2.6%
  Kansas City Southern Industries, Inc., 7.00, 12/15/25 .....       1,000,000          902,060
                                                                                   -----------

RETAIL -- 2.6%
  Fruit of the Loom, Inc., 7.375%, 11/15/23 .................       1,000,000          899,740
                                                                                   -----------

U.S. GOVERNMENT -- 16.0%
  United States Treasury Bills, 5.016%, 5/30/96 .............       5,500,000        5,454,405
                                                                                   -----------

UTILITIES -- 3.1%
  Great Lakes Power, Inc., 9.00%, 8/01/04 ...................       1,000,000        1,063,820
                                                                                   -----------
TOTAL BONDS, NOTES & BILLS (Identified Cost $26,259,742) ....................       26,768,579
                                                                                   -----------

CONVERTIBLE PREFERRED STOCKS -- 10.2%
                                                                       SHARES
                                                                       ------
AIRLINES -- 5.8%
  Continental Airlines, Inc., $4.25 ...............................    30,000        1,980,000
                                                                                   -----------

REAL ESTATE INVESTMENT TRUSTS -- 4.4%
  Avalon Properties, Inc., $2.25 ..................................    60,000        1,492,500
                                                                                   -----------

TOTAL CONVERTIBLE PREFERRED STOCKS (Identified Cost $3,097,950) .............        3,472,500
                                                                                   -----------
COMMON STOCK -- 9.1%
  Chemical Banking Corp. (Identified Cost $1,908,750) .......          43,930        3,097,065
                                                                                   -----------
COMMON STOCK WARRANTS -- 0%
  BPC Holdings Corp., Exp. 4/15/04 (Identified Cost $0) .....           1,000           10,000
                                                                                   -----------
<PAGE>
<CAPTION>
INVESTMENTS AS OF MARCH 31, 1996 (CONTINUED)
(unaudited)

                                                                      FACE
                                                                     AMOUNT           VALUE
                                                                     ------           -----
<S>                                                                <C>             <C>        
SHORT TERM INVESTMENT -- 1.1%
  American Express Credit Corp., 5.40%, 4/01/96 (Cost
  $385,000) .................................................        $385,000      $   385,000
                                                                                   -----------

TOTAL INVESTMENTS -- 98.8% (Identified Cost $31,651,442) ....................       33,733,144
  Cash and Receivables ......................................................        3,717,259
  Liabilities ...............................................................       (3,298,911)
                                                                                   -----------
TOTAL NET ASSETS -- 100% ....................................................      $34,151,492
                                                                                   ===========
<FN>
(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 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, reported bid price. Short-term
    investments having a maturity of sixty days or less are stated at amortized cost, which
    approximates value.
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
                                TELEPHONE NUMBERS
  ---------------------------------------------------------------------------

    For information about:

    [] Account Procedures and Status         [] New Account Procedures

    [] Redemptions                           [] Prospectuses

    [] Exchanges                             [] Performance

    Call 800-343-5678                        Call 800-345-4048

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

    FOR EXISTING ACCOUNTS                    FOR NEW ACCOUNT APPLICATIONS ONLY

    CGM Shareholder Services                 The CGM Funds
    c/o Boston Financial Data Services       P.O. Box 449
    P.O. Box 8511                            Boston, MA 02117-0449
    Boston, MA 02266-8511
- --------------------------------------------------------------------------------
<PAGE>
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

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.

FQR1                                                         Printed in U.S.A.



CGM
FIXED INCOME
FUND

16th Quarterly  Report
March 31, 1996

A No-Load Fund


[FENCER LOGO]
     Investment Adviser
     CAPITAL GROWTH MANAGEMENT
     Limited Partnership
<PAGE>
TO OUR SHAREHOLDERS:

CGM Mutual Fund increased 6.2% during the first quarter of 1996 compared to an
increase of 5.4% for the Standard and Poor's 500 Index and a decrease of -1.8%
for the Merrill Lynch Master Bond Index for the same period.

Heading into the first quarter, evidence began to surface of a slowing in
business activity, which prompted the Federal Reserve Board to lower interest
rates twice. The "Blizzard of '96" exacerbated the slowdown, spooking some
investors into believing recession was on its way. Fears, however, were abruptly
extinguished on March 8th when February employment numbers were released
indicating an increase of 705,000 new jobs. Since then, other indicators have
followed suit to confirm strength in the economy. While a few signals to the
contrary remain, we expect the trend to be one of continuing slow growth.

The combination of relatively low inflation, full employment and an expanding
economy is optimal and, we believe, here to stay for a while longer.
Nonetheless, commodity prices are beginning to stir. Grain, metal, and oil
prices are up, not yet at levels which could stimulate immediate inflation, but
enough to warrant attention.

Mixed signals are to be expected in a "slow-growth" environment. The personal
computer industry, in particular, is already reeling from supply and demand
imbalances. Supply has so overpowered demand that even lower product prices have
been ineffectual in restoring balance. We do not interpret this as a sign of
economic weakness so much as just an incidence of capacity far exceeding demand
and one that will be corrected in time.

Bond investors appear to be sensitive to recent changes in the economic climate;
long-term rates reversed direction in January and jumped from 5.97% to 6.75% by
the end of the quarter. In the equities market, we believe the robust employment
numbers along with other strong economic data will give rise to opportunities in
individual companies that are the result of higher-than-expected earnings
rather than rising price-to-earnings ratios.

CGM Mutual Fund is 22% invested in U.S. Treasury Bills and 4% in high-coupon
bonds. The largest equity positions are in money center banks, airlines and real
estate investment trusts. The Fund's three largest company holdings are Chemical
Banking Corporation, UAL Corporation and Northwest Airlines Corporation.

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

April 8, 1996

- --------------------------------------------------------------------------------
INVESTMENT PERFORMANCE
(unaudited)

Total Return for Periods Ended March 31, 1996
                                                            THE FUND'S AVERAGE
                                       CGM MUTUAL FUND      ANNUAL TOTAL RETURN
                                       ---------------      -------------------
10 Years .............................      +227.3%              +12.6%
5 Years ..............................      + 85.0               +13.1
1 Year ...............................      + 28.9               +28.9
3 Months .............................      +  6.2                 --

The percentage figures for the Fund are based upon the beginning net asset
values of $23.85, $25.37, $25.65 and $29.43, respectively, and the March 31,
1996 asset value of $31.24 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>
<TABLE>
<CAPTION>
INVESTMENTS AS OF MARCH 31, 1996
(unaudited)

COMMON STOCKS -- 72.4% OF TOTAL NET ASSETS                           SHARES         VALUE(a)
                                                                     ------         --------
<S>                                                                <C>          <C>           
AEROSPACE -- 5.5%
  Boeing Company ............................................        746,000    $   64,622,250
                                                                                --------------

AIRLINES -- 14.5%
  Northwest Airlines Corporation ............................      1,515,000        77,643,750
  UAL Corporation ...........................................        452,400        94,325,400
                                                                                --------------
                                                                                   171,969,150
                                                                                --------------
BANKS -- MONEY CENTER -- 15.9%
  Chemical Banking Corporation ..............................      1,580,000      111,390,000
  Citicorp ..................................................        967,500       77,400,000
                                                                                --------------
                                                                                   188,790,000
                                                                                --------------
BANKS -- REGIONAL -- 2.7%
  Wells Fargo & Company .....................................        123,500        32,233,500
                                                                                --------------

BASIC MATERIALS -- 3.4%
  British Steel PLC ADR .....................................      1,370,000        40,415,000
                                                                                --------------

CHEMICALS -- MAJOR -- 0.2%
  Dow Chemical Company ......................................         30,000         2,606,250
                                                                                --------------

FOOD -- RETAILERS/WHOLESALERS -- 5.6%
  Philip Morris Companies, Inc. .............................        755,000        66,251,250
                                                                                --------------

FREIGHT TRANSPORTATION -- 3.2%
  Burlington Northern Santa Fe Corporation ..................        463,000        38,023,875
                                                                                --------------

MISCELLANEOUS -- 2.9%
  NIKE, Inc. ................................................        426,000        34,612,500
                                                                                --------------

OFFICE EQUIPMENT AND SUPPLIES -- 4.7%
  International Business Machines ...........................        502,000        55,784,750
                                                                                --------------

OIL -- MAJOR INTEGRATED -- 5.3%
  Atlantic Richfield Company ................................        106,500        12,673,500
  Texaco, Inc. ..............................................        417,000        35,862,000
  Total SA ADR ..............................................        435,000        14,790,000
                                                                                --------------
                                                                                    63,325,500
                                                                                --------------

REAL ESTATE INVESTMENT TRUSTS -- 8.5%
  Beacon Properties Corporation .............................      1,125,000        29,671,875
  Felcor Suite Hotels, Inc. .................................      1,868,500        57,923,500
  RFS Hotel Investments, Inc. ...............................        790,000        13,726,250
                                                                                --------------
                                                                                   101,321,625
                                                                                --------------
TOTAL COMMON STOCKS (Identified Cost $684,165,929) .........................       859,955,650
                                                                                --------------
<PAGE>
<CAPTION>
INVESTMENTS AS OF MARCH 31, 1996 (CONTINUED)
(unaudited)

PREFERRED STOCK -- 1.4%                                              SHARES         VALUE(a)
                                                                     ------         --------
<S>                                                                <C>          <C>           
AIRLINES -- 1.4%
  Transworld Airlines, Inc. $4.00 ...........................        300,000    $   17,025,000
                                                                                --------------
TOTAL PREFERRED STOCK (Identified Cost $15,000,000) ........................        17,025,000
                                                                                --------------
BONDS AND BILLS -- 26.0%                                             FACE
                                                                    AMOUNT
                                                                    ------
<S>                                                             <C>             <C>           
INDUSTRIAL BONDS -- 4.1%
  Kaiser Aluminum & Chemical Corporation, 12.75%,
    2/01/03 ............................................        $ 20,000,000        21,200,000
  Rohr, Inc., 11.625%, 5/15/03 .........................           5,000,000         5,550,000
  Stone Container Corporation, 9.875%, 2/01/01 .........          23,000,000        21,620,000
                                                                                --------------
                                                                                    48,370,000
                                                                                --------------
UNITED STATES TREASURY -- 21.9%
  United States Treasury Bills, 4.774%, 5/23/96 ........         224,600,000       223,031,487
  United States Treasury Bills, 4.977%, 6/20/96 ........          37,000,000        36,589,670
                                                                                --------------
                                                                                   259,621,157
                                                                                --------------
TOTAL BONDS AND BILLS (Identified Cost $310,149,593) .......................       307,991,157
                                                                                --------------
SHORT-TERM INVESTMENT -- 0.8%
  American Express Credit Corp., 5.40%, 4/01/96 (Cost
    $9,735,000) ........................................           9,735,000         9,735,000
                                                                                --------------
  TOTAL INVESTMENTS -- 100.6% (Identified Cost $1,019,050,522) .............     1,194,706,807
  Cash and Receivables .....................................................        23,946,526
  Liabilities ..............................................................       (31,019,309)
                                                                                --------------
  TOTAL NET ASSETS -- 100% .................................................    $1,187,634,024
                                                                                ==============
<FN>
(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 (other
    than short-term notes having a maturity of less than sixty days) are valued on the basis of
    valuations furnished by a pricing service, authorized by the Board of Trustees, which
    service 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.
    U.S. 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 notes having a maturity of
    less than sixty days are stated at amortized cost, which approximates value.
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
                                TELEPHONE NUMBERS
  ---------------------------------------------------------------------------

    For information about:

    [] Account Procedures and Status         [] New Account Procedures

    [] Redemptions                           [] Prospectuses

    [] Exchanges                             [] Performance

    Call 800-343-5678                        Call 800-345-4048

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

    FOR EXISTING ACCOUNTS                    FOR NEW ACCOUNT APPLICATIONS ONLY

    CGM Shareholder Services                 The CGM Funds
    c/o Boston Financial Data Services       P.O. Box 449
    P.O. Box 8511                            Boston, MA 02117-0449
    Boston, MA 02266-8511
- --------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
                                       25 YEAR INVESTMENT RECORD
                          DECEMBER 31, 1970 -- MARCH 31, 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                            A     
                                                                    of                            Cumulative
                                                                   Your                             Change  
                                                                  Original                        Expressed 
                  The Net           Per Share                    Investment                         As An    
                Asset Value          Capital       Per Share       At Each          An           Index With 
    On            of Your             Gains         Income        Year End        Annual           December  
 December       Share Would       Distributions   Dividends      Would Have    Total Return           31,    
    31           Have Been             of             of            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(3/31)         31.24              --             --          207.82         +   6.2**       1496.0
                                      ------         ------                        ------
  Totals                              $18.08         $20.05                       +1396.0
- --------------------------------------------------------------------------------------------------------------------
<FN>
   *Includes $0.05 per share distributed from paid-in capital.
  **Total return for the three months ended March 31, 1996.

  The table above covers the period from the end of 1970 to March 31, 1996. Shares were first offered on November 5,
  1929; the ne t 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>
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

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.

MQR1                                                         Printed in U.S.A.


CGM
MUTUAL FUND

264th Quarterly  Report
March 31, 1996

A No-Load Fund


[FENCER LOGO]
     Investment Adviser
     CAPITAL GROWTH MANAGEMENT
     Limited Partnership
<PAGE>
TO OUR SHAREHOLDERS:

CGM American Tax Free Fund decreased -2.6% during the first quarter of 1996
compared to a drop of -1.2% in the Lehman Municipal Bond Index for the same
period.

Heading into the first quarter, evidence began to surface of a slowing in
business activity, which prompted the Federal Reserve Board to lower interest
rates twice. The "Blizzard of '96" exacerbated the slowdown, spooking some
investors into believing recession was on its way. Fears, however, were abruptly
extinguished on March 8th when February employment numbers were released
indicating an increase of 705,000 new jobs. Since then, other indicators have
followed suit to confirm strength in the economy. While a few signals to the
contrary remain, we expect the trend to be one of continuing slow growth.

The combination of relatively low inflation, full employment, and an expanding
economy is optimal and, we believe, here to stay for a while longer.
Nonetheless, commodity prices are beginning to stir. Grain, metal, and oil
prices are up, not yet at levels which could stimulate immediate inflation, but
enough to warrant attention.

Mixed signals are to be expected in a "slow-growth" environment. The personal
computer industry, in particular, is already reeling from supply and demand
imbalances. Supply has so overpowered demand that even lower product prices have
been ineffectual in restoring balance. We do not interpret this as a sign of
economic weakness so much as just an incidence of capacity far exceeding demand
and one that will be corrected in time.

Bond investors appear to be sensitive to recent changes in the economic climate;
long-term rates reversed direction in January and jumped from 5.97% to 6.75% by
the end of the quarter. In the municipal bond market, the supply of new issues
- -- as well as the demand -- has been light, especially for long paper in an
environment where the stock market holds considerably more appeal. In addition,
nearly one half of all new issues has come to market insured which forces
municipals to trade more like commodities, leaving little to entice the
credit-savvy investor.

The CGM American Tax Free Fund portfolio was structured slightly longer than the
market and benefited early in the quarter as rates fell. However, the March bond
sell-off compromised the Fund's overall performance for the quarter. CGM
American Tax Free Fund holds signficant positions in industrial development,
insured and housing bonds. The 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

April 8, 1996

- --------------------------------------------------------------------------------
INVESTMENT PERFORMANCE
(unaudited)

Total Return for Periods Ended March 31, 1996
                                     CGM AMERICAN      LIPPER GENERAL MUNICIPAL
                                     TAX FREE FUND        DEBT FUND AVERAGE
                                     -------------     ------------------------
1 Year ...........................       +8.3%                   +7.2%
3 Months .........................       -2.6                    -1.9

The Fund's average annual total return since inception (November 10, 1993)
through March 31, 1996 is +3.5%. 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
March 31, 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>
<TABLE>
<CAPTION>
INVESTMENTS AS OF MARCH 31, 1996
(unaudited)

MUNICIPAL BONDS -- 97.9% OF TOTAL NET ASSETS

                                                                                        FACE
                                                                                       AMOUNT        VALUE(a)
                                                                                       ------        --------
<S>                                                                                <C>             <C>        
FLORIDA -- 17.8%
  Dade County Water & Sewer Systems, 6.25%, 10/01/11 ........................      $  500,000      $   540,395
  Gainesville Utility Systems, 5.75%, 10/01/09 ..............................         500,000          520,510
  Orlando & Orange County Expressway, 5.95%, 7/01/23 ........................         500,000          491,340
  Polk County Industrial Development Authority Revenue Bonds (IMC
    Fertilizer), 7.525%, 1/01/15 ............................................         250,000          261,805
  Volusia County Facilities Authority, 6.125%, 10/15/16 .....................         250,000          247,838
                                                                                                   -----------
                                                                                                     2,061,888
                                                                                                   -----------
KENTUCKY -- 4.5%
  Kenton County Airport Revenue Bonds (Delta Airlines), 6.75%, 2/01/02 ......         500,000          522,650
                                                                                                   -----------

LOUISIANA -- 9.4%
  Hodge Utility Revenue Bonds (Stone Container), 9.00%, 3/01/10 .............       1,000,000        1,089,020
                                                                                                   -----------

MARYLAND -- 7.0%
  Howard County Multifamily, Chase Glen Apartments, 7.00%, 7/01/24 ..........         750,000          808,732
                                                                                                   -----------

MASSACHUSETTS -- 4.4%
  Massachusetts State Health & Education (Newton-Wellesley Hospital),
    7.00%, 7/01/15 ..........................................................         200,000          221,416
  University of Massachusetts Building Authority, 6.625%, 5/01/08 ...........         260,000          292,159
                                                                                                   -----------
                                                                                                       513,575
                                                                                                   -----------
MICHIGAN -- 15.5%
  Detroit Sewer Disposal Revenue, 5.25%, 7/01/21 ............................         500,000          460,015
  Okemos Public School District, 0%, 5/01/15 ................................       1,600,000          518,928
  Michigan State Housing Development, 7.05%, 10/01/12 .......................         500,000          527,330
  Milan Area Schools, 5.00%, 5/01/13 ........................................         300,000          281,928
                                                                                                   -----------
                                                                                                     1,788,201
                                                                                                   -----------
MINNESOTA -- 4.6%
  Ramsey & Washington Counties (Resource Recovery Revenue), 6.75%, 12/01/06           500,000          529,870
                                                                                                   -----------
<PAGE>
<CAPTION>
INVESTMENTS AS OF MARCH 31, 1996 (CONTINUED)
(unaudited)
MUNICIPAL BONDS -- (CONTINUED)

                                                                                    FACE
                                                                                   AMOUNT          VALUE(A)
                                                                                   ------          --------
<S>                                                                                <C>             <C>        
NEW YORK -- 10.6%
  New York General Obligation Bonds, 6.125%, 8/01/06 ........................      $  350,000      $   376,166
  New York General Obligation Bonds Series B, 8.25%, 6/01/05 ................         100,000          115,744
  New York State Dormitory Authority Revenue Bonds, 5.50%, 7/01/05 ..........         250,000          246,598
  New York State Dormitory Authority Revenue Bonds, 5.75%, 7/01/13 ..........         250,000          242,270
  New York State Dormitory Authority Revenue Bonds, 5.875%, 5/15/11 .........         250,000          247,883
                                                                                                   -----------
                                                                                                     1,228,661
                                                                                                   -----------
NORTH CAROLINA -- 1.9%
  Charlotte CTFS, 5.00%, 12/01/21 ...........................................         250,000          222,837
                                                                                                   -----------

OKLAHOMA -- 2.2%
  Tulsa Municipal Airport, 6.25%, 6/01/20 ...................................         250,000          249,355
                                                                                                   -----------

PUERTO RICO -- 2.3%
  Puerto Rico Electric Power Authority, 6.125%, 7/01/09 .....................         250,000          262,850
                                                                                                   -----------

TEXAS -- 2.3%
  Alliance Airport Authority Special Facilities Revenue Bonds (American
  Airlines Inc.
    Project), 7.00%, 12/01/11 ...............................................         250,000          269,047
                                                                                                   -----------

VIRGINIA -- 15.4%
  Chesapeake Bay Bridge & Tunnel, 5.75%, 7/01/25 ............................         400,000          395,492
  Fairfax County Industrial Development Authority, 5.50%, 8/15/09 ...........         500,000          496,225
  Hopewell Industrial Development Authority (Stone Container), 8.25%, 6/01/16         175,000          189,941
  Portsmouth, Virginia, 5.00%, 8/01/17 ......................................         500,000          454,780
  Richmond Metropolitan Expressway Authority, 5.75%, 7/15/22 ................         250,000          243,693
                                                                                                   -----------
                                                                                                     1,780,131
                                                                                                   -----------
TOTAL MUNICIPAL BONDS (Identified Cost $11,210,935) .........................................       11,326,817
                                                                                                   -----------
<PAGE>
<CAPTION>
INVESTMENTS AS OF MARCH 31, 1996 (CONTINUED)
(unaudited)

                                                                                        FACE
                                                                                       AMOUNT        VALUE(a)
                                                                                       ------        --------
<S>                                                                                <C>             <C>        
SHORT TERM INVESTMENT -- 7.6%
  American Express Credit Corp., 5.40%, 4/01/96 .............................      $  440,000      $   440,000
  Chevron Oil Finance Company, 5.30%, 4/01/96 ...............................         435,000          435,000
                                                                                                   -----------

TOTAL SHORT TERM INVESTMENTS (Cost $875,000) ................................................          875,000
                                                                                                   -----------

TOTAL INVESTMENTS -- 105.5% (Identified Cost $12,085,935) ...................................       12,201,817
          Cash and Receivables ..............................................................          655,935
          Liabilities .......................................................................       (1,294,719)
                                                                                                   -----------
TOTAL NET ASSETS -- 100.0% ..................................................................      $11,563,033
                                                                                                   ===========
<FN>
(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.
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
                                TELEPHONE NUMBERS
  ---------------------------------------------------------------------------

    For information about:

    [] Account Procedures and Status         [] New Account Procedures

    [] Redemptions                           [] Prospectuses

    [] Exchanges                             [] Performance

    Call 800-343-5678                        Call 800-345-4048

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

    FOR EXISTING ACCOUNTS                    FOR NEW ACCOUNT APPLICATIONS ONLY

    CGM Shareholder Services                 The CGM Funds
    c/o Boston Financial Data Services       P.O. Box 449
    P.O. Box 8511                            Boston, MA 02117-0449
    Boston, MA 02266-8511
- --------------------------------------------------------------------------------
<PAGE>
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

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.

AQR1                                                         Printed in U.S.A.


CGM
AMERICAN
TAX FREE FUND

10th Quarterly  Report
March 31, 1996

A No-Load Fund



[FENCER LOGO]
     Investment Adviser
     CAPITAL GROWTH MANAGEMENT
     Limited Partnership
<PAGE>
TO OUR SHAREHOLDERS:

CGM Realty Fund increased 7.0% during the first quarter of 1996 compared to the
National Association of Real Estate Investment Trust's (NAREIT) Equity REIT
index which rose 2.3% over the same period.

Heading into the first quarter, evidence began to surface of a slowing in
business activity, which prompted the Federal Reserve Board to lower interest
rates twice. The "Blizzard of '96" exacerbated the slowdown, spooking some
investors into believing recession was on its way. Fears, however, were abruptly
extinguished on March 8th when February employment numbers were released
indicating an increase of 705,000 new jobs. Since then, other indicators have
followed suit to confirm strength in the economy. While a few signals to the
contrary remain, we expect the trend to be one of continuing slow growth.

The combination of relatively low inflation, full employment, and an expanding
economy is optimal and, we believe, here to stay for a while longer.
Nonetheless, commodity prices are beginning to stir. Grain, metal, and oil
prices are up, not yet at levels which could stimulate immediate inflation, but
enough to warrant attention.

Mixed signals are to be expected in a "slow-growth" environment. The personal
computer industry, in particular, is already reeling from supply and demand
imbalances. Supply has so overpowered demand that even lower product prices have
been ineffectual in restoring balance. We do not interpret this as a sign of
economic weakness so much as just an incidence of capacity far exceeding demand
and one that will be corrected in time.

Bond investors appear to be sensitive to recent changes in the economic climate;
long-term rates reversed direction in January and jumped from 5.97% to 6.75% by
the end of the quarter. In the equities market, we believe the robust employment
numbers along with other strong economic data will give rise to opportunities in
individual companies that are the result of higher-than- expected earnings
rather than rising price-to-earnings ratios.

CGM Realty Fund maintained a very large position in hotel REITs because this
property type continues to offer the highest growth among REIT sectors at a
modest valuation. The Fund is 53% invested in hotel REITs; 23% invested in
apartment REITs; 11% in office and industrial REITs; 8% in storage REITs and 4%
in retail REITs. The Fund's three largest holdings are Felcor Suite Hotels,
Inc., Walden Residential Properties, Inc. and Starwood Lodging Trust.


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

April 8, 1996
<PAGE>
INVESTMENT PERFORMANCE
(unaudited)

Total Return for Periods Ended March 31, 1996

                                                                  NAREIT
                                        CGM REALTY FUND      EQUITY REIT INDEX
                                        ---------------      -----------------
1 Year .............................         +27.2%               +18.1%
3 Months ...........................         + 7.0                + 2.3

The Fund's average annual total return since inception (May 13, 1994) through
March 31, 1996 is +14.2%. 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 March 31, 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>
INVESTMENTS AS OF MARCH 31, 1996
(unaudited)

REAL ESTATE INVESTMENT TRUSTS -- 99.1% OF TOTAL NET ASSETS

                                                         SHARES     VALUE(a)
                                                         ------     --------
APARTMENTS -- 23.1%
  Essex Property Trust ...............................   166,000  $ 3,444,500
  Home Properties New York, Inc. .....................   169,000    3,358,875
  Mid-America Apartment Communities, Inc. ............   118,500    3,051,375
  Pacific Gulf Properties, Inc. ......................   117,900    2,181,150
  Walden Residential Properties, Inc. ................   164,000    3,587,500
                                                                  -----------
                                                                   15,623,400
                                                                  -----------

HOTELS -- 52.7%
  Equity Inns, Inc. ..................................   264,000    3,366,000
  Felcor Suite Hotels, Inc. ..........................   303,500    9,408,500
  Innkeepers USA Trust ...............................   355,000    3,328,125
  Jameson Inns, Inc. .................................   258,500    2,827,344
  Patriot American Hospitality .......................   127,000    3,349,625
  RFS Hotel Investments, Inc. ........................   198,000    3,440,250
  Starwood Lodging Trust .............................   104,500    3,526,875
  Sunstone Hotel Investments, Inc. ...................   332,000    3,403,000
  Winston Hotels .....................................   245,000    3,001,250
                                                                  -----------
                                                                   35,650,969
                                                                  -----------
OFFICE AND INDUSTRIAL -- 10.9%
  Beacon Properties Corporation.......................   123,800    3,265,225
  Cali Realty Corporation.............................    99,400    2,224,075
  Reckson Associates Realty Corporation ..............    61,300    1,877,313
                                                                  -----------
                                                                    7,366,613
                                                                  -----------
<PAGE>
INVESTMENTS AS OF MARCH 31, 1996 (CONTINUED)
(unaudited)

REAL ESTATE INVESTMENT TRUSTS -- (CONTINUED)

                                                         SHARES     VALUE(a)
                                                         ------     --------
REGIONAL MALLS AND SHOPPING CENTERS -- 4.2%
  Macerich Company ...................................   144,500  $ 2,835,812
                                                                  -----------
SELF-STORAGE -- 8.2%
  Shurgard Storage Centers, Inc. .....................    90,000    2,362,500
  Sovran Self Storage, Inc. ..........................   119,200    3,233,300
                                                                  -----------
                                                                    5,595,800
                                                                  -----------
TOTAL REAL ESTATE INVESTMENT TRUSTS  (Identified Cost
  $59,922,658) .................................................   67,072,594
                                                                  -----------

                                                          FACE
                                                         AMOUNT
                                                         ------
SHORT-TERM INVESTMENT -- 0.5%
  American Express Credit Corp., 5.40%, 4/01/96 (Cost
    $360,000) ........................................  $360,000      360,000
                                                                  -----------

TOTAL INVESTMENTS -- 99.6% (Identified Cost $60,282,658) .......   67,432,594
  Cash and Receivables .........................................      660,793
  Liabilities ..................................................     (413,900)
                                                                  -----------
  TOTAL NET ASSETS -- 100.0% ...................................  $67,679,487
                                                                  ===========

(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 notes
    having a maturity of less than sixty days are stated at amortized cost,
    which approximates value.
<PAGE>
- --------------------------------------------------------------------------------
                                TELEPHONE NUMBERS
  ---------------------------------------------------------------------------

    For information about:

    [] Account Procedures and Status         [] New Account Procedures

    [] Redemptions                           [] Prospectuses

    [] Exchanges                             [] Performance

    Call 800-343-5678                        Call 800-345-4048

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

    FOR EXISTING ACCOUNTS                    FOR NEW ACCOUNT APPLICATIONS ONLY

    CGM Shareholder Services                 The CGM Funds
    c/o Boston Financial Data Services       P.O. Box 449
    P.O. Box 8511                            Boston, MA 02117-0449
    Boston, MA 02266-8511
- --------------------------------------------------------------------------------
<PAGE>
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

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.

RQR1                                                         Printed in U.S.A.



CGM
REALTY FUND

8th Quarterly  Report
March 31, 1996

A No-Load Fund



[FENCER LOGO]
     Investment Adviser
     CAPITAL GROWTH MANAGEMENT
     Limited Partnership



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