MONTGOMERY STREET INCOME SECURITIES INC
N-30D, 1998-08-27
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          DIRECTORS   JOHN C. ATWATER
                      RICHARD J. BRADSHAW
                      MARYELLIE K. MOORE
                      WENDELL G. VAN AUKEN
                      JAMES C. VAN HORNE
                        Chairman

           OFFICERS   JOHN T. PACKARD
                        President
                      DANIEL PIERCE
                        Vice President
                      STEPHEN A. WOHLER
                        Vice President
                      BRUCE H. GOLDFARB
                        Vice President and
                        Assistant Secretary
                      JOHN R. HEBBLE
                        Treasurer
                      THOMAS F. McDONOUGH
                        Vice President, Secretary
                        and Assistant Treasurer
                      KATHRYN L. QUIRK
                        Vice President and
                        Assistant Secretary

         INVESTMENT   Scudder Kemper Investments, Inc.
            MANAGER   101 California Street, Suite 4100
                      San Francisco, CA 94111

           TRANSFER   State Street Bank and Trust
              AGENT     Company
                      P.O. Box 8200
                      Boston, MA 02266-8200

          CUSTODIAN   Chase Manhattan Bank, N.A.
                      4 Chase Metro Tech Center
                      18th Floor
                      Brooklyn, NY 11245

      LEGAL COUNSEL   Howard, Rice, Nemerovski,
                        Canady, Falk & Rabkin
                      Three Embarcadero Center
                      Seventh Floor
                      San Francisco, CA 94111

        INDEPENDENT   Ernst & Young LLP
           AUDITORS   200 Clarendon Street
                      Boston, MA 02116



                                   ----------
                                   MONTGOMERY
                                   ----------

                                   MONTGOMERY
                                     STREET
                                     INCOME
                                   SECURITIES

                                     -----
                                       2                                      
                                     -----


                               Semiannual Report
                                 June 30, 1998


SCUDDER        (logo)

Investment Adviser


<PAGE>


                                               101 California Street, Suite 4100
                                                         San Francisco, CA 94111
                                                                  (415) 981-8191

Dear Shareholder:

The  investments  of  Montgomery  Street  Income  Securities,  Inc. (the "Fund")
produced a total  return based on net asset value (NAV) of 2.14% for the quarter
ended  June 30,  1998.  The total NAV  return of the Fund  slightly  lagged  the
unmanaged Lehman Brothers  Aggregate Bond Index, an index we use for comparative
purposes, which had a total return of 2.34%. The June 30, 1998 NAV per share was
$20.67 versus $20.60 at the end of March. The market price of the Fund's shares,
which trade on the New York Stock Exchange, was $19.56 at the end of June, which
compared with $19.88 on March 31, 1998.  The market price discount of the shares
as a percentage of the NAV widened slightly to 5.4%.

On July 9, 1998,  the Board of  Directors  declared  a $0.34 per share  dividend
payable on July 31, 1998 to  shareholders  of record on July 20, 1998.  This was
the same amount paid to shareholders as a dividend in April.

During the second quarter,  interest rates for  intermediate and long term bonds
continued to move lower, extending the rally that began over a year ago. While a
strong bond market makes for good total returns,  it does make it more difficult
over time to maintain a minimum  dividend  level.  The dividend the Fund can pay
reflects the yields available in the market, albeit on a smoothed basis.

As we have previously stated, the tax loss carryforward the Fund has enjoyed for
a number of years has been  exhausted  as gains  have been  realized  within the
portfolio.  The final tally on 1998 distributions still depends on market levels
and the specific  transactions which occur. It seems likely,  however,  that net
capital  gains will be created  this year  unless the bond  market is quite weak
during the second half of 1998.

Market and Economic Conditions

The Asian crisis, which failed to slow the economy in the first quarter,  seemed
to take hold in the most  recent  quarter.  Real gross  domestic  product  (GDP)
decelerated from an overheated 5.4% annual growth rate last quarter to just 1.4%
in the second  quarter -- a cooldown  which was  brought  about in large part by
slowing  exports,  inventory  corrections,  and the  strike at  General  Motors.
However, retail sales held up very well as consumers continued to spend heavily.
The pricing  environment  remained benign,  with commodities  prices falling and
cheap imports limiting pricing power in the domestic market.  The labor markets,
on the other hand,  continue very tight,  with low  unemployment  and with labor
costs creeping up at a 3.5% annual rate.

Against this mixed environment,  the bond market rallied.  The strong dollar and
relatively  high rates in the United  States  supported the purchase of bonds by
foreign investors.  The Federal Reserve Board (Fed) continued to talk tough, but
was  undermined  by the  Treasury's  decision  to  defend  the yen via  currency
intervention.  We believe that the domestic environment in terms of inflation or
economic  growth will have to be more  extreme  than  today's  figures  indicate
before the Fed will act to further  increase the rate  differential  between the
United States and Japan.

                                       2

<PAGE>


The extreme weakness in Asia did spread to other emerging markets,  causing some
flight into dollar-denominated  investments. While the U.S. bond market has been
the  beneficiary  of this  international  transfer  of  assets,  it is not known
whether some of these flows may soon have to be reversed for solvency reasons if
the Asian economies continue to slow. Japan, in particular, has been ineffective
in  addressing  its  structural  problems,  and seems caught in a credit  crunch
caused by a very unhealthy banking sector.  In fact,  jump-starting its economy,
and perhaps  risking  inflation,  is a tough decision for a nation that saves so
much of its income.  However,  for Asia to make a  sustainable  recovery,  Japan
needs to participate.

There are worries  that the "Asian  Contagion"  will spread to other  economies,
including Europe,  and that a global slowdown might ensue.  Traditionally,  this
has been good for bonds in countries  that did not have to run large deficits or
print money to pull  themselves  back out of the trough.  In that  context,  the
rally of the long end of the  domestic  Treasury  market  to new lows in  yields
makes  sense.  It should be noted that,  although the federal fund rate has been
held  steady at 5.5%,  investors  have been  willing to purchase  U.S.  Treasury
securities at lower yields.  For example,  one year yields were roughly 5.25% as
of quarter-end.

While  the  economic  slowdown  and  flight to  quality  aided  Treasuries,  the
corporate  bond  market  suffered  through  another  quarter  of  poor  relative
performance.  Fears of recession and reduced  corporate  profitability  combined
with technical  factors to widen corporate  yield spreads.  A shortfall of newly
issued  Treasury  securities,  due to both the fiscal surplus and municipal bond
defeasance,  has  been  more  than  made  up  for  by  new  corporate  debt,  as
corporations  refinanced their balance sheets. Although the lower interest costs
will  ultimately  benefit  corporations,  corporate  bonds have  returned to the
cheapest  valuations  seen in four  years.  While there is no clear sign of when
these negative technical conditions will correct themselves,  corporate bonds do
appear attractive at current levels, unless the economic downturn becomes deeper
and more extended than we currently foresee.

The Portfolio

Reflecting  the better  market tone of the second  quarter,  the duration of the
portfolio was extended  from 5.6 years to 6.0 years as attractive  opportunities
appeared.  (Duration  is a measure of the  portfolio's  sensitivity  to interest
rates.  If interest  rates were to rise by 1%, the value of a  portfolio  with a
duration  of 6.0 years would  decline by about 6%.) The average  maturity of the
Fund also increased  slightly from 13.5 years to 13.9 years.  The portion of the
portfolio  committed to corporate bond  investments was increased by 4.5% during
the quarter in response to the widening  yield  spreads.  The yield curve fanned
downward  in the  longer  maturities  during the  quarter,  so having a maturity
greater  than that of the  market  and a low cash  position  did help  portfolio
returns by about 0.6%.

Because corporate yield spreads widened during the quarter, most corporate bonds
underperformed  like  maturity  Treasuries.  The  Fund's  corporate  issues  did
slightly  worse than average for the overall  corporate  sector,  reflecting the
relative   weakness  in  the  BBB  industrial   area.   Before   expenses,   the
investment-grade portion of the portfolio,  including mortgages,  returned about
2.3%.  The below  investment-grade  portion of the  portfolio had a total return
before  expenses of 1.7% for the quarter,  as the woes of the  emerging  markets
adversely affected the high yield bond market.

                                       3

<PAGE>

THE PRINTED DOCUMENT CONTAINS A PIE CHART HERE

CHART TITLE:

The Portfolio Structure
- --------------------------- 

CHART DATA:

Mortgage              19.5%
Treasury               5.0%
Cash                   2.1%
Yankee                 2.9%
International          0.9%
Finance               12.9%
Utility                4.3%
Industrial            48.6%
Asset-Backed           3.8%
- --------------------------- 
                       100%
=========================== 



The pie graph shows the  portfolio's  sector  weightings at the end of June. Our
corporate bond position was 68.8%, as we reduced cash and mortgages  slightly to
take advantage of the widening corporate yield spreads. (Note that "Yankees" are
U.S.  dollar-denominated  bonds issued by foreign  corporations  or governmental
entities.) The portfolio's only foreign currency exposure was in a long Canadian
government bond, which made up 0.9% of the total portfolio. Columbia HCA, TRICON
Global Restaurants,  Fred Meyer, USA Waste Services, and Phillips Petroleum were
new  holdings  at  the  end  of  the  quarter,   while  Rogers  Cantel,   Rogers
Cablesystems, Tracor, and Simon Debartolo were sold. The purchases reflected our
continued  interest in owning bonds with less cyclical  exposure.  Rogers Cantel
and Rogers  Cablesystems,  both rated below investment  grade, were sold when it
appeared that their results were not  sufficient to support an improving  credit
trend.  Tracor was sold after its purchase by a foreign company,  which resulted
in a nice upward  revaluation  in the bonds that left little  remaining  upside.
Simon Debartolo was sold due to fears that the poor supply/demand  conditions in
the real estate investment trust (REIT) sector would continue.

The mortgage pass-through component of the portfolio was reduced to 17.1%, or by
about 3% over the quarter,  by selling a portion of the GNMA 7.5%  position.  We
selected the pools which were showing the most  prepayments for sale,  retaining
the  slower  paying  pools.  A  portion  of the  proceeds  was  reinvested  in a
collateralized  mortgage  obligation  (CMO) backed by commercial  property,  DLJ
Commercial  Mortgage Trust 1998-CG1 A1A, an AAA-rated bond with a 5-year average
life. The Fund's GNMA 7.5% returned  about 2.10% for the quarter,  outperforming
short maturity Treasuries.

The Fund's  investment  policy  allows the  portfolio to hold up to 30% of total
assets in  foreign-denominated  securities,  preferreds,  convertibles,  private
placements,  and below investment-grade debt securities.  As of quarter end, the
Fund held 27.7% of its assets in these categories,  up from the 26.5% held three
months ago. 25.8% of the portfolio was below investment-grade in terms of credit
rating. Borden, Inc., the largest below investment-grade  holding,  maintained a
BB+ rating. The company, which produces packaged food, adhesives, and housewares
(Corning Ware), represented 2.1% of the total portfolio. Average quality for the
overall  portfolio was A-, with the quality  breakdown shown in the pie graph on
the following page.

                                       4

<PAGE>
THE PRINTED DOCUMENT CONTAINS A PIE CHART HERE

CHART TITLE:

Quality Distribution
- --------------------------- 

CHART DATA:

Government            22.1%
Cash                   2.1%
B                      7.6%
BB                    18.3%
BBB                   30.2%
A                     14.5%
AA                     1.9%
AAA                    3.3%
- --------------------------- 
                       100%
=========================== 


Annual Meeting Results

At the July 9, 1998 annual meeting,  the shareholders elected the five directors
which  appeared in your proxy  statement.  The selection of Ernst & Young LLP as
the Fund's independent auditors for the fiscal year ending December 31, 1998 was
ratified. Shareholders approved the continuance of the management and investment
advisory  agreement  between the Company and Scudder  Kemper  Investments,  Inc.
Finally,  shareholders  approved the  elimination  of a fundamental  policy with
respect to  investment  in  restricted  securities.  At the board  meeting  held
immediately after the annual meeting, the Board adopted a non-fundamental policy
with respect to illiquid  securities  which will replace the fundamental  policy
with respect to restricted securities, eliminated earlier in the day.

At the July 8, 1998 Board Meeting, James C. Van Horne was re-elected Chairman of
the Board and John R.  Hebble was  appointed  Treasurer,  to  succeed  Thomas F.
McDonough.  Mr.  McDonough,  Secretary,  was  appointed to an  additional  post,
Assistant  Treasurer,  and  Bruce H.  Goldfarb,  Vice  President  and  Assistant
Secretary, was added as a new officer.

Otto Butz, a Director of the Fund for more than 23 years, retired from the Board
of Directors at the meeting.  We thank Dr. Butz for his diligence and dedication
to the Fund  and to the  interest  of its  shareholders.  He has had a  profound
influence, and will be missed.

Year 2000 Issue

   Like  other  registered  investment  companies  and  financial  and  business
organizations  worldwide,  the Fund  could be  adversely  affected  if  computer
systems on which the Fund relies,  which primarily include those used by Scudder
Kemper Investments,  Inc., its affiliates or other service providers, are unable
to correctly process date-related information on and after January 1, 2000. This
risk is commonly called the Year 2000 Issue. Failure to successfully address the
Year 2000 Issue could  result in  interruptions  to and other  material  adverse
effects on the Fund's business and operations.  Scudder Kemper Investments, Inc.
has  commenced  a review of the Year 2000 Issue as it may affect the Fund and is
taking steps it believes are reasonably designed to address the Year 2000 Issue,

                                       5

<PAGE>
although  there can be no  assurances  that these steps will be  sufficient.  In
addition,  there can be no assurances  that the Year 2000 Issue will not have an
adverse  effect on the  companies  whose  securities  are held by the Fund or on
global markets or economies generally.

Thank you for being a shareholder.

Sincerely,

/s/John T. Packard                             /s/Stephen A. Wohler

John T. Packard                                Stephen A. Wohler
President                                      Vice President
                                               Portfolio Manager of the Fund



- --------------------------------------------------------------------------------
This report is sent to shareholders of Montgomery Street Income Securities, Inc.
for their  information.  It is not a  prospectus,  circular,  or  representation
intended  for  use in the  purchase  or  sale of  shares  of the  Fund or of any
securities mentioned in the report.
- --------------------------------------------------------------------------------

                                       6

<PAGE>

INVESTMENT OBJECTIVES

Your Fund is a closed-end  diversified  management investment company registered
under the Investment  Company Act of 1940,  investing and reinvesting its assets
in a portfolio of selected  securities.  The Fund's primary investment objective
is to seek as high a level of  current  income  as is  consistent  with  prudent
investment  risks,  from a diversified  portfolio  primarily of debt securities.
Capital appreciation is a secondary objective. 

PRINCIPAL INVESTMENT POLICIES

Investment  of  your  Fund  is  guided  by the  following  principal  investment
policies:  

At least 70% of total  assets  must be invested  in:  straight  debt  securities
(other than municipal  securities) rated within the four highest grades assigned
by Moody's Investors Service,  Inc. or Standard & Poor's Corporation;  bank debt
of comparable quality;  U.S. government or agency securities;  commercial paper;
cash;  cash  equivalents;  or  Canadian  government,  provincial,  or  municipal
securities (not in excess of 25% of total assets).

Up to 30% of total assets (the "30%  basket") may be invested in U.S. or foreign
securities that are straight debt securities,  whether or not rated, convertible
securities,  preferred stocks, or dividend-paying  utility company common stock.

Not more than 25% of total  assets  may be  invested  in  securities  of any one
industry  (neither utility companies as a whole nor finance companies as a whole
are considered an "industry" for the purposes of this limitation).

Not more than 15% of net assets may be invested in  securities  which are deemed
illiquid.  

Not more  than 5% of total  assets  may be  invested  in  securities  of any one
issuer, other than U.S. government or agency securities.

The Fund may invest money pursuant to repurchase  agreements so long as the Fund
is initially  wholly secured with  collateral  consisting of securities in which
the Fund can invest under its investment  objectives and policies.  In addition,
investment in repurchase  agreements  must not, at the time of any such loan, be
as a whole more than  20%--and  be as to any one  borrower  more than 5%--of the
Fund's total assets.

The Fund  may  loan  portfolio  securities  so long as the Fund is  continuously
secured  by  collateral  at least  equal to the market  value of the  securities
loaned. In addition, loans of securities must not, at the time of any such loan,
be as a whole more than 10% of the Fund's total assets.

The Fund may borrow funds to purchase  securities,  provided  that the aggregate
amount of such  borrowings  may not exceed 30% of the Fund's  assets  (including
aggregate borrowings), less liabilities (excluding such borrowings).

The Fund may  enter  into  forward  foreign  currency  sale  contracts  to hedge
portfolio  positions,  provided,  among other things, that such contracts have a
maturity  of one year or that at the time of  purchase,  the Fund's  obligations
under  such  contracts  do not  exceed  either  the  market  value of  portfolio
securities  denominated  in the  foreign  currency  or 15% of the  Fund's  total
assets.

Subject to adoption of Board  guidelines,  the Fund may enter into interest rate
futures  contracts  and  purchase  or write  options on  interest  rate  futures
contracts,  provided, among other things, that the Fund's obligations under such
instruments  may not exceed the market value of the Fund's assets not subject to
the 30% basket.

                                       7

<PAGE>

SCHEDULE OF INVESTMENTS
June 30, 1998 (Unaudited)

<TABLE>
<CAPTION>
                                                                                       Principal       Market
                                                                                      Amount ($)*     Value ($)
- ---------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>             <C>
SHORT-TERM INVESTMENTS -- 4.1%
(under 1 year)
        Ford Motor Credit Co., 5.615%, 7/6/98...................................        125,000         125,000
        General Electric Capital Corp., 5.601%, 7/1/98..........................      8,517,000       8,517,000
                                                                                                    -----------
        TOTAL SHORT-TERM INVESTMENTS (Cost $8,642,000)..........................                      8,642,000
                                                                                                    -----------

- ---------------------------------------------------------------------------------------------------------------
INTERMEDIATE-TERM BONDS -- 16.1%
(1 - 8 years)

U.S. TREASURY & AGENCY -- 4.9%
        U.S. Treasury Note, 6.5%, 5/31/02.......................................     10,000,000      10,332,800
                                                                                                    -----------
CONSUMER STAPLES -- 1.9%
  Alcohol & Tobacco
        Bass America Inc., 6.625%, 3/1/03.......................................      4,000,000       4,063,880
                                                                                                    -----------
HEALTH -- 1.0%
  Hospital Management
        Tenet Healthcare Corp., senior note, 7.875%, 1/15/03....................      2,000,000       2,035,000
                                                                                                    -----------
FINANCIAL -- 1.9%
  Banks
        Conti Financial Corp., senior note, 8.375%, 8/15/03.....................      2,450,000       2,549,348
        First Nationwide Holding Corp., 10.625%, 10/1/03........................      1,250,000       1,412,500
                                                                                                    -----------
                                                                                                      3,961,848
                                                                                                    -----------
MEDIA -- 0.5%
  Broadcasting & Entertainment
        Viacom Inc., senior note, 7.75%, 6/1/05.................................      1,000,000       1,065,450
                                                                                                    -----------
MANUFACTURING -- 0.9%
  Diversified Manufacturing
        Borden Chemicals and Plastics L.P., note, 9.5%, 5/1/05..................      2,000,000       2,000,000
                                                                                                    -----------
ENERGY -- 1.1%
  Oil & Gas Production
        Nuevo Energy Co., senior subordinated note, 9.5%, 4/15/06...............      2,000,000       2,090,000
                                                                                                    -----------
SERVICE INDUSTRIES -- 1.5%
  Investment
        Lehman Brothers Holdings, Inc., 7.25%, 10/15/03.........................      3,000,000       3,132,090
                                                                                                    -----------
TRANSPORTATION -- 1.0%
  Airlines
        Continental Airlines, Inc., 9.5%, 12/15/01..............................      2,000,000       2,108,200
                                                                                                    -----------
</TABLE>

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

                                        8

<PAGE>

<TABLE>
<CAPTION>
                                                                                       Principal       Market
                                                                                      Amount ($)*     Value ($)
- ---------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>             <C>
UTILITIES -- 1.4%
  Electric Utilities
        Niagara Mohawk Power Corp., 7.25%, 10/1/02..............................      3,000,000       2,996,250
                                                                                                    -----------
        TOTAL INTERMEDIATE-TERM BONDS (Cost $33,100,580)........................                     33,785,518
                                                                                                    -----------
- ---------------------------------------------------------------------------------------------------------------
LONG-TERM BONDS -- 78.4%
(over 8 years)

U.S. TREASURY & AGENCY -- 16.8%
        Government National Mortgage Association, 7.5%, with various
          maturities to 11/15/27 (b)............................................     34,618,248      35,580,981
                                                                                                    -----------
FOREIGN GOVERNMENT -- 0.9%
        Government of Canada, 8%, 6/1/23........................................  CAD 2,000,000       1,811,695
                                                                                                    -----------
CONSUMER DISCRETIONARY -- 4.7%
  Department & Chain Stores -- 1.4%
        Fred Meyer, Inc., 7.45%, 3/1/08.........................................      3,000,000       3,020,040
                                                                                                    -----------
  Hotels & Casinos -- 1.9%
        Hilton Hotels Corp., senior note, 7.95%, 4/15/07........................      2,000,000       2,090,140
        Royal Caribbean International, senior note, 7%, 10/15/07................      2,000,000       2,048,120
                                                                                                    -----------
                                                                                                      4,138,260
                                                                                                    -----------
  Restaurants -- 1.4%
        Tricon Global Restaurants, 7.65%, 5/15/08...............................      3,000,000       3,022,500
                                                                                                    -----------
CONSUMER STAPLES -- 4.1%
  Food & Beverage
        Borden Inc., debenture, 9.2%, 3/15/21...................................      4,000,000       4,441,120
        Coca-Cola Co., Inc., debenture, 7.375%, 7/29/93.........................      3,500,000       4,054,470
                                                                                                    -----------
                                                                                                      8,495,590
                                                                                                    -----------
HEALTH -- 1.4%
  Hospital Management
        Columbia/HCA Healthcare Corp., 6.63%, 7/15/45...........................      3,000,000       2,930,160
                                                                                                    -----------
COMMUNICATIONS -- 1.0%
  Cellular Telephone
        ComCast Cellular, 9.5%, 5/1/07..........................................      2,000,000       2,075,000
                                                                                                    -----------
FINANCIAL -- 15.0%
  Banks -- 3.6%
        Bank United Financial Corp., 10.25%, 12/31/26...........................      1,500,000       1,612,500
        CoreStates Bank, 8%, 12/15/26...........................................      2,500,000       2,738,200
        Royal Bank of Scotland, 7.375%, 4/29/49.................................      3,000,000       3,176,940
                                                                                                    -----------
                                                                                                      7,527,640
                                                                                                    -----------
</TABLE>

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

                                        9

<PAGE>

SCHEDULE OF INVESTMENTS (continued)

<TABLE>
<CAPTION>
                                                                                       Principal       Market
                                                                                      Amount ($)*     Value ($)
- ---------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>             <C>
  Other Financial Companies -- 6.1%
        DLJ Commercial Mortgage Corp., 6.11%, 12/10/07..........................      5,000,000       4,987,500
        Greentree Financial Corp., asset-backed, senior subordinated pass-thru
          certificate, Series 1993-4 B1, 7.2%, 1/15/19..........................      8,000,000       7,997,188
                                                                                                    -----------
                                                                                                     12,984,688
                                                                                                    -----------
  Real Estate -- 5.3%
        ERP Operating L.P. Note, 7.57%, 8/15/26.................................      3,000,000       3,198,720
        Meditrust SBI, 7.82%, 9/10/26...........................................      3,000,000       3,080,820
        Spieker Properties, Inc., 7.5%, 10/1/27.................................      2,000,000       2,017,760
        Taubman Realty Group LP, 7%, 8/1/07.....................................      3,000,000       2,990,070
                                                                                                    -----------
                                                                                                     11,287,370
                                                                                                    -----------
MEDIA -- 8.5%
  Broadcasting & Entertainment -- 3.2%
        Paramount Communications, Inc., senior debenture, 7.5%, 7/15/23.........      2,000,000       2,005,820
        Time Warner Inc., debenture, 9.125%, 1/15/13............................      4,000,000       4,868,200
                                                                                                    -----------
                                                                                                      6,874,020
                                                                                                    -----------
  Cable Television -- 2.2%
        Cablevision Systems Corp., senior note, 7.875%, 2/15/18.................      2,500,000       2,618,750
        Cox Communications, Inc., 6.85%, 1/15/18................................      2,000,000       2,010,000
                                                                                                    -----------
                                                                                                      4,628,750
                                                                                                    -----------
  Print Media -- 3.1%
        Harcourt General, Inc., 7.3%, 8/1/2097..................................      2,500,000       2,491,675
        News America Inc., 7.125%, 4/8/28.......................................      4,000,000       3,998,440
                                                                                                    -----------
                                                                                                      6,490,115
                                                                                                    -----------
SERVICE INDUSTRIES -- 1.4%
  Environmental Services
        USA Waste Services, Inc., 7.125%, 12/15/07..............................      3,000,000       3,062,430
                                                                                                    -----------
DURABLES -- 2.5%
  Aerospace
        Argo-Tech Corp., 8.625%, 10/1/07........................................      2,000,000       2,000,000
        Lockheed Martin Corp., 7.2%, 5/1/36.....................................      3,000,000       3,276,840
                                                                                                    -----------
                                                                                                      5,276,840
                                                                                                    -----------
MANUFACTURING -- 1.8%
  Industrial Specialty -- 1.1%
        Hutchison Whampoa, Ltd., 7.45%, 8/1/17..................................      3,000,000       2,380,230
                                                                                                    -----------
  Diversified Manufacturing -- 0.7%
        United Defense Industries Inc., senior subordinated note, 8.75%,
          11/15/07..............................................................      1,500,000       1,520,625
                                                                                                    -----------
TECHNOLOGY -- 1.0%
  Semiconductors
        Fairchild Semiconductor Inc., 10.125%, 3/15/07..........................      2,000,000       2,040,000
                                                                                                    -----------
</TABLE>

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

                                       10

<PAGE>

<TABLE>
<CAPTION>
                                                                                       Principal       Market
                                                                                      Amount ($)*     Value ($)
- ---------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>             <C>
ENERGY -- 13.1%
  Chemicals -- 1.5%
        Lyondell Petrochemical Co., note, 7.55%, 2/15/26........................      3,000,000       3,116,400
                                                                                                    -----------
  Oil & Gas Production -- 10.2%
        Apache Corp., debenture, 7.7%, 3/15/26..................................      3,310,000       3,633,386
        Belden & Blake Corp., 9.875%, 6/15/07...................................      2,000,000       1,955,000
        Canadian Forest Oil, 8.75%, 9/15/07.....................................      2,000,000       1,930,000
        ENSCO International Inc., note, 6.75%, 11/15/07.........................      4,000,000       4,039,040
        Phillips Petroleum Corp., 6.65%, 7/15/18................................      3,000,000       2,990,700
        Pioneer Natural Resources Co., 7.2%, 1/15/28............................      3,500,000       3,408,125
        Unocal Corp., debenture, 9.4%, 2/15/11..................................      3,000,000       3,781,590
                                                                                                    -----------
                                                                                                     21,737,841
                                                                                                    -----------
  Oilfield Services/Equipment -- 1.4%
        Petroleum Geo-Services, 6.625%, 3/30/08.................................      3,000,000       3,005,400
                                                                                                    -----------
METALS & MINERALS -- 0.7%
  Steel & Metals
        AK Steel Holding Corp., 9.125%, 12/15/06................................      1,500,000       1,567,500
                                                                                                    -----------
TRANSPORTATION -- 2.8%
  Airlines 1.5%
        Northwest Airlines Corp., 8.7%, 3/15/07.................................      3,000,000       3,149,370
                                                                                                    -----------
  Miscellaneous -- 1.3%
        Newport News Shipbuilding Co., senior note, 9.25%, 12/1/06..............      2,500,000       2,662,500
                                                                                                    -----------
UTILITIES -- 2.7%
  Natural Gas Distributors -- 1.2%
        ANR Pipeline, debenture, 9.625%, 11/1/21................................      2,000,000       2,634,860
                                                                                                    -----------
  Electric Utilities -- 1.5%
        Southern Co. Capital Trust I, 8.19%, 10/1/27............................      3,000,000       3,244,980
                                                                                                    -----------
        TOTAL LONG-TERM BONDS (Cost $160,649,853)...............................                    166,265,785
                                                                                                    -----------
- ---------------------------------------------------------------------------------------------------------------
                                                                                         Shares
                                                                                        --------
WARRANTS -- 0.0%
        Walden Residential Properties, Inc. Warrants (expire 1/1/02)............         80,000          80,000
                                                                                                    -----------
- ---------------------------------------------------------------------------------------------------------------
PREFERRED STOCK -- 1.0%
        Walden Residential Properties, Inc. (Cost $2,000,000)...................         80,000       2,030,000
                                                                                                    -----------
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

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

                                       11

<PAGE>

SCHEDULE OF INVESTMENTS (continued)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>             <C>
CONVERTIBLE PREFERRED STOCK -- 1.0%
        United Dominion Realty Trust Inc., "A", 9.25%, 4/24/00
          (Cost $2,000,000).....................................................         80,000       2,060,000
                                                                                                    -----------
- ---------------------------------------------------------------------------------------------------------------
        TOTAL INVESTMENT PORTFOLIO -- 100.6% (Cost $206,392,433) (a)............                    212,863,303
        OTHER ASSETS AND LIABILITIES, NET -- (0.6%).............................                     (1,352,984)
                                                                                                    -----------
        NET ASSETS -- 100.0%....................................................                    211,510,319
                                                                                                    ===========
</TABLE>

 (a)     The cost for federal income tax purposes was $206,392,433. At June 30,
         1998, net unrealized appreciation for all securities based on tax cost
         was $6,470,870. This consisted of aggregate gross unrealized
         appreciation for all securities in which there was an excess of market
         value over tax cost of $7,108,330 and aggregate gross unrealized
         depreciation for all securities in which there was an excess of tax
         cost over market value of $637,460.

 (b)     Effective maturities will be shorter due to prepayments. 

 *       Principal amount is stated in U.S. dollars unless otherwise specified.

         Currency abbreviations used in this portfolio:
         CAD   Canadian Dollar

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

                                       12

<PAGE>

STATEMENT OF ASSETS AND LIABILITIES
June 30, 1998 (Unaudited)

<TABLE>
<S>                                                                             <C>              <C>
ASSETS
   Investments, at market (identified cost $206,392,433)................                         $212,863,303
   Cash.................................................................                                1,148
   Receivable for investments sold......................................                            3,752,577
   Interest and dividends receivable....................................                            3,085,559
   Other assets.........................................................                                2,265
                                                                                                 ------------
                                                            Total Assets                          219,704,852
                                                                                                 ------------


LIABILITIES
   Payable for investments purchased....................................        $8,003,658
   Accrued management fee...............................................            85,366
   Other payables and accrued expenses..................................           105,509
                                                                                ----------
                                                       Total Liabilities                            8,194,533
                                                                                                 ------------
      NET ASSETS, at market value                                                                $211,510,319
                                                                                                 ============


NET ASSETS 
   Net assets consist of:
      Undistributed net investment income...............................                         $  3,650,545
      Net unrealized appreciation (depreciation) on:
         Investments....................................................                            6,470,870
         Foreign currency related transactions..........................                                  (42)
      Accumulated net realized gain (loss)..............................                            1,399,965
      Paid-in capital...................................................                          199,988,981
                                                                                                 ------------
      NET ASSETS, at market value.......................................                         $211,510,319
                                                                                                 ============


Net Asset Value Per Share ($211,510,319 / 10,232,751 shares of common stock
   outstanding, $.001 par value, 30,000,000
   shares authorized)...................................................                               $20.67
                                                                                                       ======
</TABLE>

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

                                       13

<PAGE>

STATEMENT OF OPERATIONS
Six Months Ended June 30, 1998 (Unaudited)

<TABLE>
<S>                                                                          <C>               <C>
INVESTMENT INCOME
   Income:
      Interest...........................................................                      $  7,493,055
      Dividends..........................................................                           184,499
                                                                                               ------------
                                                                                                  7,677,554

   Expenses:
      Management and investment advisory fee.............................    $   505,319
      Directors' fees and expenses.......................................         39,096
      Services to shareholders...........................................         48,146
      Reports to shareholders............................................         43,802
      Auditing...........................................................         32,399
      Legal..............................................................         12,851
      Custodian fees.....................................................          7,421
      State franchise tax................................................            362
      Other..............................................................         31,326            720,722
                                                                              ----------       ------------
                                                    Net Investment Income                         6,956,832
                                                                                               ------------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
   Net realized gain (loss) from:
      Investment securities..............................................                         1,563,189
      Foreign currency related transactions..............................                              (992)
                                                                                               ------------
                                                                                                  1,562,197
   Net unrealized appreciation (depreciation) during the period on:
      Investment securities..............................................                        (1,106,123)
      Foreign currency related transactions..............................                               (23)
                                                                                               ------------
                                                                                                 (1,106,146)
                                                                                               ------------
   Net gain (loss) on investments........................................                           456,051
                                                                                               ------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS.......................................................                      $  7,412,883
                                                                                               ============

</TABLE>

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

                                       14

<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                              Six Months            Year
                                                                                 Ended              Ended
                                                                             June 30, 1998      December 31,
INCREASE (DECREASE) IN NET ASSETS                                             (Unaudited)           1997
                                                                           ------------------ ------------------
<S>                                                                          <C>                <C>
Operations:
Net investment income....................................................  $   6,956,832      $  14,425,572
Net realized gain (loss) from investment transactions and foreign
   currency related transactions during the period.......................      1,562,197          3,550,623
Net unrealized appreciation (depreciation) on investment and
   foreign currency related transactions during the period...............     (1,106,146)         4,411,924
                                                                           -------------      -------------
Net increase (decrease) in net assets resulting from operations..........      7,412,883         22,388,119
                                                                           -------------      -------------
Dividends to shareholders from net investment income.....................     (3,474,489)       (14,662,530)
                                                                           -------------      -------------
Fund share transactions:
   Reinvestment of dividends from net investment income..................        256,223          1,124,291
                                                                           -------------      -------------
Increase (decrease) in net assets........................................      4,194,617          8,849,880
Net assets at beginning of period........................................    207,315,702        198,465,822
                                                                           -------------      -------------
Net assets at end of period (including undistributed net investment
   income of $3,650,545 and $168,202, respectively)......................  $ 211,510,319      $ 207,315,702
                                                                           =============      =============

Other Information
Increase (decrease) in Fund shares
Shares outstanding at beginning of period................................     10,219,267         10,158,937
Shares issued to shareholders in reinvestment of dividends
   from net investment income............................................         13,484             60,330
                                                                           -------------      -------------
Shares outstanding at end of period......................................     10,232,751         10,219,267
                                                                           =============      =============

</TABLE>

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

                                       15

<PAGE>

FINANCIAL HIGHLIGHTS

The  following  table  includes  selected  data  (a)  for  a  share  outstanding
throughout  each  period  and other  performance  information  derived  from the
financial statements and market price data.

<TABLE>
<CAPTION>
                                          Six Months
                                             Ended                   Years Ended December 31,
                                         June 30, 1998 -----------------------------------------------------
                                          (Unaudited)    1997       1996        1995        1994       1993
                                         ------------- -----------------------------------------------------
<S>                                         <C>         <C>        <C>         <C>         <C>        <C>
Net asset value, beginning of period.....   $20.29      $19.54     $19.94      $17.72      $20.13     $19.30
                                            ------      ------     ------      ------      ------     ------
Income from investment operations:
  Income.................................      .75        1.56       1.53        1.57        1.51       1.68
  Operating expenses.....................     (.07)       (.14)      (.15)       (.14)       (.14)      (.15)
                                            ------      ------     ------      ------      ------     ------
  Net investment income..................      .68        1.42       1.38        1.43        1.37       1.53
  Net realized and unrealized
   gain (loss)...........................      .04         .77       (.38)       2.19       (2.42)       .84
                                            ------      ------     ------      ------      ------     ------
Total from investment operations.........      .72        2.19       1.00        3.62       (1.05)      2.37
                                            ------      ------     ------      ------      ------     ------
Less distributions:
   From net investment income............     (.34)      (1.44)     (1.40)      (1.40)      (1.36)     (1.54)
                                            ------      ------     ------      ------      ------     ------
Net asset value, end of period...........   $20.67      $20.29     $19.54      $19.94      $17.72     $20.13
                                            ======      ======     ======      ======      ======     ======
Per share market value, end of period....   $19.56      $19.50     $17.38      $18.00      $15.75     $19.75
                                            ======      ======     ======      ======      ======     ======
Price range on New York Stock
  Exchange for each share of  
  Common Stock outstanding during 
  the period (Unaudited):
   High..................................   $20.38      $19.94     $19.50      $19.13      $20.25     $22.38
   Low...................................   $18.75      $17.25     $16.75      $15.75      $15.25     $19.25
Total Investment Return
  Per share market value (%).............   2.12**       21.15       4.54       23.69      (13.54)      2.02
  Per share net asset value (%) (b)......   3.70**       12.09       6.08       21.78       (4.51)     12.47
Ratios and Supplemental Data
Net assets, end of period ($ millions)...      212        207         198         201         178        200
Ratio of operating expenses to
  average daily net assets (%)...........     .69*         .71        .76         .73         .71        .73
Ratio of net investment income to
  average daily net assets (%)...........    6.68*        7.17       7.07        7.45        7.28       7.53
Portfolio turnover rate (%)..............   50.38(d)*    162.2(c)    92.1        76.4       137.0      122.8
- -----------------
</TABLE>

(a) Based on monthly average shares outstanding during the period.  
(b) Total investment returns reflect changes in net asset value per share during
    each period and assumes that dividends and capital gains distributions, if 
    any, were reinvested. These percentages are not an indication of the 
    performance of a shareholder's investment in the Fund based on market value.
(c) The portfolio turnover rate including mortgage dollar roll transactions
    aggregated  218.1% for the year ended December 31, 1997. 
(d) Economic and market conditions necessitated less active trading, resulting 
    in a lower portfolio turnover rate.
*   Annualized 
**  Not annualized

                                       16
<PAGE>

NOTES TO FINANCIAL STATEMENTS
June 30, 1998 (Unaudited)

Note A--SIGNIFICANT  ACCOUNTING  POLICIES.  Montgomery Street Income Securities,
Inc. (the "Fund") is  registered  under the  Investment  Company Act of 1940, as
amended, as a closed-end  diversified  management investment company. The Fund's
financial   statements  are  prepared  in  accordance  with  generally  accepted
accounting principles which require the use of management estimates.

     Significant accounting policies are summarized as follows:

     Valuation  of   Investments--Portfolio   debt   securities   with  original
     maturities  greater  than  sixty days upon  purchase  are valued by pricing
     agents  approved  by  the  Officers  of  the  Fund,  whose  prices  reflect
     broker/dealer-supplied    valuations   and   electronic   data   processing
     techniques. If the pricing agents are unable to provide such quotations, or
     if the  Adviser  does not  believe  that the value  supplied by the pricing
     agent represents fair market value, the most recent bid quotation  supplied
     by a bona  fide  market  maker  shall be  used.  Money  market  investments
     purchased  with an  original  maturity  of sixty days or less are valued at
     amortized  cost.  Securities for which market  quotations are not available
     are valued as  determined  in good faith by or under the  direction  of the
     Board of Directors of the Fund.

     Foreign  Currency  Translations--The  books  and  records  of  the Fund are
     maintained  in  U.S.  dollars. Foreign currency transactions are translated
     into U.S. dollars on the following basis:
 
        (i)  market value of investment securities, other assets and liabilities
             at the daily rates of exchange, and

        (ii) purchases and sales of investment securities,  interest  income and
             certain  expenses  at  the  rates  of  exchange  prevailing  on the
             respective dates of such transactions.

     The Fund does not isolate that  portion of gains and losses on  investments
     which is due to changes in foreign exchange rates from that which is due to
     changes in market prices of the investments. Such fluctuations are included
     with the net realized and unrealized gains and losses from investments.

     Net  realized and  unrealized  gain (loss) from  foreign  currency  related
     transactions  includes gains and losses between trade and settlement  dates
     on  securities  transactions,  gains and losses  arising  from the sales of
     foreign  currency,  and gains and losses  between  the  accrual and payment
     dates on interest and foreign withholding taxes.


                                       17
<PAGE>

NOTES TO FINANCIAL STATEMENTS (continued)


     Mortgage  Dollar  Rolls--The  Fund may enter into mortgage  dollar rolls in
     which the Fund sells mortgage  securities for delivery in the current month
     and  simultaneously  contracts to repurchase  similar,  but not  identical,
     securities  at  the  same  price  on  a  fixed  date.   The  Fund  receives
     compensation  as   consideration   for  entering  into  the  commitment  to
     repurchase.  The  compensation is recorded as deferred income and amortized
     to income over the roll period. The counterparty receives all principal and
     interest payments,  including prepayments,  made in respect of the security
     while it is the holder.  Mortgage  dollar  rolls may be renewed  with a new
     purchase  and  repurchase  price fixed and a cash  settlement  made at each
     renewal  without  physical  delivery  of  the  securities  subject  to  the
     contract.

     Federal Income  Taxes--The Fund's policy is to comply with the requirements
     of the Internal Revenue Code, as amended, which are applicable to regulated
     investment  companies  and to distribute  all of its taxable  income to its
     shareholders.  The Fund,  accordingly,  paid no federal income taxes and no
     federal income tax provision was required.

     As of  December  31,  1997,  the  Fund  had a net tax  basis  capital  loss
     carryforward  of  approximately  $30,000,  which may be applied against any
     realized  net taxable  capital  gains of each  succeeding  year until fully
     utilized or until December 31, 2003, the expiration date,  whichever occurs
     first.

     Distribution of Income and  Gains--Distributions  of net investment  income
     are made  quarterly.  During any  particular  year, net realized gains from
     investment transactions, in excess of available capital loss carryforwards,
     would be  taxable to the Fund if not  distributed  and,  therefore  will be
     distributed to shareholders.  An additional distribution may be made to the
     extent necessary to avoid the payment of a four percent federal excise tax.
     The Fund uses the specific  identification  method for determining realized
     gain or loss on investments  sold for both financial and federal income tax
     reporting purposes.

     The  timing  and  characterization  of certain  income  and  capital  gains
     distributions  are  determined  annually  in  accordance  with  federal tax
     regulations which may differ from generally accepted accounting  principles
     (GAAP).  These  differences  relate  primarily to  investments  in mortgage
     backed  securities and foreign  denominated  securities.  As a result,  net
     investment  income and net realized gain (loss) on investment  transactions
     for a reporting period may differ  significantly from distributions  during
     such period. Accordingly,  the Fund may periodically make reclassifications
     among certain of its capital accounts without impacting the net asset value
     of the Fund.

     Other--Investment  security  transactions are accounted for on a trade-date
     basis.  Dividend income and  distributions  to shareholders are recorded on
     the ex-dividend date. Interest income is recorded on the accrual basis.

                                       18
<PAGE>

Note  B--MANAGEMENT  AND INVESTMENT  ADVISORY FEE.  Under the Fund's  Management
Agreement (the  "Management  Agreement") with Scudder Kemper  Investments,  Inc.
(the "Adviser"),  the Fund agrees to pay the Adviser for services  rendered,  an
annual fee, payable  monthly,  equal to .50 of 1% of the value of the net assets
of the Fund up to and including $150 million;  .45 of 1% of the value of the net
assets of the Fund over $150 million and up to and including  $200 million;  and
 .40 of 1% of the value of the net  assets of the Fund  over  $200  million.  The
Management  Agreement also provides that the Adviser will reimburse the Fund for
all  expenses   (excluding   interest,   taxes,   brokerage   commissions,   and
extraordinary  expenses)  borne by the Fund in any fiscal  year in excess of the
sum of one and  one-half  percent of the first $30 million of average net assets
and one  percent of average  net assets in excess of $30  million.  Further,  if
annual expenses as defined in the Management  Agreement exceed 25% of the Fund's
annual gross income,  the excess will be reimbursed by the Adviser.  For the six
months  ended June 30,  1998,  the fees  pursuant  to the  Management  Agreement
amounted to $505,319, equivalent to an effective annualized rate of 0.49% of the
Fund's average monthly net assets.

None of the Directors are affiliated with the Adviser.  For the six months ended
June 30, 1998, Directors' fees and expenses aggregated $39,096.

Note  C--PURCHASES  AND SALES OF INVESTMENTS.  For the six months ended June 30,
1998,  purchases  and sales of  investment  securities  (excluding  direct  U.S.
government  obligations and short-term  investments)  aggregated $51,290,045 and
$39,873,305,  respectively.  Purchases  and  sales  of  direct  U.S.  Government
obligations aggregated $9,354,320 and 9,461,625, respectively.

                                       19
<PAGE>

SHAREHOLDER MEETING RESULTS

The Annual Meeting of Shareholders of Montgomery Street Income Securities, Inc.
(the "Company") was held on Thursday, July 9, 1998, at the offices of the
Company, 101 California Street, Suite 4100, San Francisco, California. The four
matters voted upon by Shareholders and the resulting votes for each matter are
presented below.

1.      The election of five Directors to hold office until the next Annual
        Meeting or until their respective successors shall have been duly
        elected and qualified.

<TABLE>
<CAPTION>
         Director:                                                   Number of Votes:
         ---------                                                   ----------------
                                                       For            Withheld        Broker Non-Votes*
                                                       ---            --------        -----------------
 <S>                                                <C>                <C>                   <C>

 John C. Atwater                                    8,300,032          124,775                0
 Richard J. Bradshaw                                8,304,260          120,547                0
 Maryellie K. Moore                                 8,288,092          136,715                0
 Wendell G. Van Auken                               8,302,075          122,732                0
 James C. Van Horne                                 8,296,404          128,403                0
</TABLE>

2.      Ratification or rejection of the action taken by the Board of Directors
        in selecting Ernst & Young LLP as independent auditors for the fiscal
        year ending December 31, 1998.

<TABLE>
<CAPTION>
                                Number of Votes:
                                ----------------

            For                      Against                   Abstain               Broker Non-Votes*
            ---                      -------                   -------               -----------------
         <S>                         <C>                        <C>                         <C>   

         8,292,073                   39,425                     93,309                       0

3.      Approval or disapproval of the continuance of the Management and
        Investment Advisory Agreement between the Company and Scudder Kemper
        Investments, Inc.

                                Number of Votes:
                                ----------------

            For                      Against                   Abstain               Broker Non-Votes*
            ---                      -------                   -------               -----------------

         8,195,015                   72,460                    157,332                       0

4.      Approval or disapproval of the elimination of a fundamental policy with
        respect to investment in restricted securities.

                                Number of Votes:
                                ----------------

            For                      Against                   Abstain               Broker Non-Votes*
            ---                      -------                   -------               -----------------

         5,176,518                   434,629                   357,286                   2,456,374
</TABLE>


- --------------------------------------------------------------------------------
*   Broker non-votes are proxies received by the Company from brokers or
    nominees when the broker or nominee neither has received instructions from
    the beneficial owner or other persons entitled to vote nor has discretionary
    power to vote on a particular matter.


                                       20

<PAGE>

DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN


   All registered shareholders of the Fund's Common Stock are offered the
opportunity of participating in a Dividend Reinvestment and Cash Purchase Plan
(the "Plan"). Registered shareholders, on request or on becoming registered
shareholders, are mailed information regarding the Plan, including a form by
which they may elect to participate in the Plan and thereby cause their future
net investment income dividends and capital gains distributions to be invested
in shares of the Fund's Common Stock. State Street Bank and Trust Company is the
agent (the "Plan Agent") for shareholders who elect to participate in the Plan.

   If a shareholder chooses to participate in the Plan, the shareholder's
dividends and capital gains distributions will be promptly invested,
automatically increasing the shareholder's holdings in the Fund. If the Fund
declares a dividend or capital gains distributions payable either in cash or in
stock of the Fund, the shareholder will automatically receive stock. If the
market price per share on the payment date for the dividend (the "Valuation
Date") equals or exceeds the net asset value per share, the Fund will issue new
shares to the shareholder at the greater of the following on the Valuation Date:
(a) net asset value per share or (b) 95% of the market price per share. If the
market price per share on the Valuation Date is less than the net asset value
per share, the Fund will issue new shares to the shareholder at the market price
per share on the Valuation Date. In either case, for federal income tax purposes
the shareholder will be deemed to receive a distribution equal to the market
value on the Valuation Date of the new shares issued. If dividends or capital
gains distributions are payable only in cash, then the shareholder will receive
shares purchased on the New York Stock Exchange or otherwise on the open market.
In this event, for federal income tax purposes the amount of the distribution
will equal the cash distribution paid. State and local taxes may also apply. All
reinvestments are in full and fractional shares, carried to three decimal
places.

   Shareholders participating in the Plan can also purchase additional shares
quarterly in any amount from $100 to $3,000 (a "Voluntary Cash Investment") by
sending in a check together with the cash remittance slip which will be sent
with each statement of the shareholder's account. Such additional shares will be
purchased on the open market by the Plan Agent. The purchase price of shares
purchased on the open market, whether pursuant to a reinvestment of dividends
payable only in cash or a Voluntary Cash Investment, will be the average price
(including brokerage commissions) of all shares purchased by the Plan Agent on
the date such purchases are effected. In addition, shareholders may be charged a
service fee in an amount up to 5% of the value of the Voluntary Cash Investment.
Although subject to change, shareholders are currently charged $1 for each
Voluntary Cash Investment.

   Shareholders may terminate their participation in the Plan at any time and
elect to receive dividends and other distributions in cash by notifying the Plan
Agent in writing. Such notification must be received not less than 10 days prior
to the record date of any distribution. There is no charge or other penalty for
such termination. The Plan may be terminated by the Fund or the Plan Agent upon
written notice mailed to the shareholders at least 30 days prior to the record
date of any distribution. Upon termination, the Fund will issue certificates for
all full shares held under the Plan and cash for any fractional share.

   Alternatively, shareholders may request the Plan Agent to sell any full
shares and remit the proceeds, less a $2.50 service fee and less brokerage
commissions. The sale of shares (including fractional shares) will be a taxable

                                       21

<PAGE>


event for federal income tax purposes and may be taxable for state and local tax
purposes.

   The Plan may be amended by the Fund or the Plan Agent at any time. Except
when required by law, written notice of any amendment will be mailed to
shareholders at least 30 days prior to its effective date. The amendment will be
deemed accepted unless written notice of termination is received prior to the
effective date.

   An investor holding shares in its own name can participate directly in the
Plan. An investor holding shares in the name of a brokerage firm, bank or other
nominee should contact that nominee, or any successor nominee, to determine
whether the nominee can participate in the Plan on the investor's behalf and to
make any necessary arrangements for such participation.

   Additional information, including a copy of the Plan and its Terms and
Conditions and an enrollment form, can be obtained from the Plan Agent by
writing State Street Bank and Trust Company, P.O. Box 8209, Boston, MA
02266-8209, or by calling (800) 426-5523.


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