COMPOSITE UNITED STATES GOVERNMENT SECURITIES INC
N-30D, 1995-08-28
Previous: KEVLIN CORP, DEF 14A, 1995-08-28
Next: COMPOSITE UNITED STATES GOVERNMENT SECURITIES INC, NSAR-A, 1995-08-28



 
  
                                 COMPOSITE GROUP
                                      BOND
                                     FUNDS

                                   SEMIANNUAL
                                     REPORT
                                    JUNE 30,
                                      1995

                                   COMPOSITE
                                U.S. GOVERNMENT
                                SECURITIES, INC.

                                   COMPOSITE
                               INCOME FUND, INC.

                                   COMPOSITE
                                TAX-EXEMPT BOND
                                   FUND, INC.


[LOGO]

PRESIDENTS
MESSAGE 

ECONOMIC AND INTEREST RATE
OUTLOOK 

FUNDS
INVESTMENT
HIGHLIGHTS      

FUNDS
PORTFOLIOS      

FINANCIAL
INFORMATION
 FINANCIAL
 STATEMENTS     
 FINANCIAL
 HIGHLIGHTS     
 
NOTES TO
 FINANCIAL
 STATEMENTS     

MORE ABOUT
THE COMPOSITE
GROUP   


PRESIDENT'S MESSAGE
[PHOTO, WILIAM PAPESH, PRESIDENT, COMPOSITE FUNDS]

     Contrasted  with  1994,  the past six months was a period in which the bond
markets regained their respectability.  And, as demonstrated once again, patient
investors had every reason to toast their good judgment in staying the course.

     Each of the Composite Group bond funds showed marked improvement in results
for the six months ended June 30, 1995.  For example,  total  returns  including
reinvestment  of  dividends  and  capital  gains  for  this  period  to  Class A
shareholders was 12.57% from our U.S.  Government  Securities fund,  13.63% from
Composite Income,  and 9.93% from our Tax-Exempt Bond Fund. These returns do not
include the initial sales charge. For a more complete discussion of performance,
please refer to the Investment  Highlights section of this report which includes
returns to Class B shareholders  and the effect of maximum sales charges to both
classes.

     History has demonstrated that changes in interest rates tend to have a more
pronounced effect on longer-term bonds than on those of shorter maturities.  For
this  reason,  at the  beginning of the year we  maintained  longer-than-average
maturities in our portfolios in anticipation of declining  interest rates. As we
expected, interest rates did come down during the last six months. Consequently,
we recently  began to shorten  maturities to achieve a prudent  balance  between
portfolio bond yields and investment risk.

     The  dynamics of the past 18 months  reinforce  the wisdom of  investing in
mutual funds, offering as they do a combination of professional management and a
diversified  pool of  securities.  To be  sure,  there  will  always  be  market
fluctuations.  And investors  should note that  individual  bonds, if held until
maturity, typically offer both a fixed rate of return and fixed principal value,
as  contrasted  with bond funds which cannot  guarantee  the return of principal
value upon redemption of Fund shares.  But measured  against the risks in owning
individual  bonds,  we continue to believe  Composite  Bond Funds provide a more
prudent alternative for the long-term investor.

     Your  business  as well as  your  trust  is  important  to us,  and we will
continue in our quest to provide longer-term investment benefits consistent with
the objectives of the funds. 

     I am especially  pleased to announce the  selection of Kristianne  Blake to
the Composite Group board of directors.  President of a Spokane-based accounting
services firm, Mrs. Blake is a certified  financial planner and certified public
accountant. Her work with individual clients in developing investment strategies
will bring us special  expertise and we're  delighted to have an individual with
her experience aboard.

William G. Papesh
President


                       ECONOMIC AND INTEREST RATE OUTLOOK

     Following  one of its worst  declines  in history in 1994,  the bond market
staged a remarkable  recovery over the past six months.  The  benchmark  10-year
U.S.  Treasury note declined 1.63% during the first half of 1995,  from 7.83% to
6.20%,  as of June 30. The reduction in yields  occurred in all maturities  with
the exception of the short-term (one to three month) which remained  essentially
unchanged.  As described in the portfolio manager comments on each fund, we were
well-positioned to take advantage of this decline in yields.

     As forecast  in our annual  report of December  31,  1994,  the economy has
definitely  shifted  into a slower  growth  mode  during the first half of 1995,
particularly  during the second quarter.  As a result,  inflation pressures have
diminished and the capacity  utilization  rate has begun to ease. In addition to
this  positive  news for the bond market,  investors  are just now  beginning to
respond to the very real prospects for federal government deficit reduction over
the next five  years.  Finally - and perhaps  most  importantly  - although  the
balanced budget  amendment failed earlier this year,  bi-partisan  support for a
balanced budget is growing in the U.S. Congress and the Administration.

     The Federal  Reserve has done an  outstanding  job during the past 12 to 18
months,  tightening money supply to bring about this economic slowdown.  At this
point,  the  economy  appears to be  sufficiently  weak to suggest  the  Federal
Reserve will be easing  interest rates over the next few months.  In fact,  this
easing  process  began  July 6, and we expect the  Federal  Reserve to ease very
slowly,  being  cautious  to avoid  stimulating  the  economy  to a new round of
inflation.

     As discussed in previous reports,  we believe  long-term  prospects for low
inflation and low interest rates remain favorable. Productivity gains throughout
the  American  economy  continue  to  contribute  to  the  controlled  inflation
environment,  and worldwide  competition should result in lower U.S. prices over
the  long  term.  In  addition,  changes  in key  demographics  should  lead  to
substantial  increases  in savings  rates in the U.S.  over the next five to ten
years.  Coupled with the move to a balanced federal budget,  we believe interest
rates are likely to trend  significantly lower over the next two to three years.
Accordingly,  we continue to believe that  investors  will be  well-rewarded  by
owning quality bond investments in the years ahead.

                             INVESTMENT HIGHLIGHTS
                   COMPOSITE U.S. GOVERNMENT SECURITIES, INC.

     Composite U.S.  Government  Securities  experienced  solid returns over the
past six months as interest  rates fell sharply.  This  performance  is in sharp
contrast  to last  year,  when  the bond  market  experienced  one of its  worst
declines in history.  The Fund has consistently taken advantage of opportunities
to add long-term value for  shareholders,  with  significant  success during the
first half of this year.  To fulfill the  objective of providing a high level of
current income,  the Fund invested the majority of its assets in mortgage-backed
securities.  Presently the Fund is composed of 74%  mortgage-backed  securities:
43%  in  fixed-rate   Government  National  Mortgage  Association  (Ginnie  Mae)
securities,  12% in  adjustable-rate  Ginnie  Maes,  and  19% in  collateralized
mortgage  obligations which are backed by Ginnie Maes. The remainder of the Fund
is invested predominantly in Treasury notes and bonds.

     The decline in interest  rates over the last six months has  increased  the
incentive for homeowners to refinance.  Generally, as homeowners refinance,  the
potential for prepayment of higher-yielding Ginnie Maes increases. However, even
at todays lower interest rate levels, our portfolio is well-insulated from major
prepayment  risks  since  it  is  skewed  heavily  toward   adjustable-rate  and
low-coupon,  fixed-rate  mortgage-backed  securities.  In  fact,  the use of low
coupons was a contributing factor to the Funds strong first-half performance.

     The Fund's average maturity was at the longer end of its intermediate range
over the last six months.  This was clearly positive for the Fund, as it allowed
us to take full  advantage  of the decline in interest  rates this year - with a
positive effect on the net asset value.

     While Fund shares themselves are not guaranteed by the U.S. government, the
Fund is  intended  to  provide a high level of current  income  consistent  with
safety and liquidity.  Portfolio investments are either direct obligations of or
guaranteed by the U.S.  government,  or  collateralized  by such securities.  In
addition, the Fund continues to avoid the extremely volatile mortgage derivative
securities  that were written about  extensively in the press over the past year
and caused significant losses for a number of investment  managers in 1994.

<TABLE>


                 FUND
              PERFORMANCE
         PERIODS ENDED 6/30/95
--------------------------------------
              SIX MONTHS
<CAPTION>
                      CLASS A  CLASS B
                      SHARES   SHARES
                      -------  -------   
<S>                   <C>       <C>
TOTAL RETURN
 With sales charge      8.08%    9.11%
 Without sales charge  12.57%   12.11%
PER SHARE
 Dividends              $.316    $.274
NET ASSET VALUES
 Beginning             $ 9.64   $ 9.64
 Ending                $10.52   $10.52

30-Day Yield            5.71%    5.07%
</TABLE>
--------------------------------------
<TABLE>
    AVERAGE ANNUAL TOTAL RETURNS

<CAPTION>
                        WITH   WITHOUT
CLASS A                 SALES   SALES
SHARES                 CHARGE  CHARGE
-------                ------ -------- 
<S>                     <C>     <C>   
ONE YEAR                8.47%   12.95%
FIVE YEARS              7.62%    8.49%
TEN YEARS               8.14%    8.58%

CLASS B
SHARES
------
ONE YEAR                9.01%   12.01%
LIFE OF CLASS           5.57%    7.93%
  (SINCE 3/30/94)
</TABLE>
--------------------------------------

Reference to sales charges above is based on the maximum 4% initial sales charge
for Class A shares or maximum 3%  contingent  deferred  sales charge for Class B
shares.  Information  presented represents past performance which cannot predict
future  results.  Investment  returns and  principal  values of Fund shares will
fluctuate so that an investor's shares, when redeemed, may be worth more or less
than their original cost.

                             COMPOSITE INCOME FUND

     Composite Income Fund experienced solid returns over the past six months as
interest rates fell sharply. This performance is in sharp contrast to last year,
when the bond market experienced a severe decline. The Fund has consistently
taken advantage of opportunities to add value for shareholders, with significant
success during the first half of this year.

     Composite  Income Fund was particularly  well-positioned  for the declining
interest rate  environment of the first half of this year.  The Fund's  maturity
was at the  longer  end of its  intermediate-maturity  range,  which  offers the
potential to capture the full effect of the rate drop through a rising net asset
value. The Fund generally uses an intermediate-maturity  profile (presently 12.4
years),  which  allows us to capture  favorable  yields  for the  benefit of our
shareholders who have intermediate to long-term time horizons.

     In anticipation of a slightly weaker economy, the Fund took the opportunity
during  the  first  half of the year to shift the  focus of the  corporate  bond
sector  to  companies  that  are  less  sensitive  to  economic  activity  (i.e.
healthcare,  defense,  food  products,  and  insurance).  These moves  helped to
increase the average  credit-quality of the portfolio's bonds to A1/A+, as rated
by Moody's and Standard & Poor's, respectively.  And, as an  additional  move to
strengthen the portfolio,  the Fund increased its position in Treasury notes and
bonds.

     The Fund remains  well-structured  to avoid the  substantial  risk of bonds
being called or  refinanced  in a lower-rate  environment.  Presently,  the vast
majority (75%) of the Fund is invested in non-callable  bonds,  with another 10%
in low-coupon mortgages which are less susceptible to refinancing.

     The intermediate average maturity of the Fund,  portfolio  diversification,
credit-quality, and the evaluation of the relative value within the fixed-income
markets are  contributing  factors we believe will  continue to allow  Composite
Income Fund to meet its long-term investment objectives.

<TABLE>

             FUND PERFORMANCE
           PERIODS ENDED 6/30/95
-----------------------------------------
               SIX MONTHS

<CAPTION>
                        CLASS A   CLASS B
                        SHARES    SHARES    
                        -------   -------
<S>                      <C>      <C>
TOTAL RETURN
 With sales charge        9.03%   10.17%
 Without sales charge    13.63%   13.17%
PER SHARE
 Dividends                $.293    $.258
NET ASSET VALUES
 Beginning               $ 8.29   $ 8.30
 Ending                  $ 9.11   $ 9.12

30-Day Yield              5.73%    5.16%
</TABLE>
----------------------------------------
<TABLE>
       AVERAGE ANNUAL TOTAL RETURNS
<CAPTION>
                          WITH    WITHOUT
CLASS A                  SALES     SALES
SHARES                   CHARGE   CHARGE
------                   ------   -------  
<S>                      <C>       <C>   
ONE YEAR                  9.61%    14.22%
FIVE YEARS                8.77%     9.66%
TEN YEARS                 8.34%     8.79%
CLASS B
SHARES
-------
ONE YEAR                 10.30%    13.30%
LIFE OF CLASS             6.57%     8.92%
  (SINCE 3/30/94)
</TABLE>

Reference to sales charges above is based on the maximum 4% initial sales charge
for Class A shares or maximum 3%  contingent  deferred  sales charge for Class B
shares.  Information  presented represents past performance which cannot predict
future  results.  Investment  returns and  principal  values of Fund shares will
fluctuate so that an investor's shares, when redeemed, may be worth more or less
than their original cost.


                         COMPOSITE TAX-EXEMPT BOND FUND

     As  discussed  in the  Economic & Interest  Rate  Outlook,  the bond market
staged a  remarkable  recovery  during  the first half of 1995.  Municipal  bond
yields  declined as well,  although not as much as those of taxable  bonds.  The
ten-year AAA municipal bond yield declined 0.80% over the past six months - from
5.85% to 5.05% as of June 30 - resulting  in strong  price  appreciation  in the
Fund during the first half.

     As reviewed in the annual report to shareholders last year, we extended the
Fund's  average  maturity to 15.8 years to  position it for a potential interest
rate decline in 1995. This maturity posture, coupled with strong call protection
(66% non-callable) and high credit-quality  (Aa/AA),  contributed to very strong
investment  performance  over the past six months,  with  returns  over the past
twelve months improving significantly over the previous twelve-month period.

     In  spite  of  its  strong   returns,   the   municipal   bond  market  has
underperformed  taxable  bond yields over the past two months.  Municipals  have
been  weighed  down by  investor  concerns  about some of the radical tax reform
proposals  being  discussed  in the U.S.  Congress,  which  could have  negative
implications for municipal bonds.

     While we believe  there will be some form of tax reform in the  future,  we
are of the opinion that municipal  bonds will retain their favorable tax status.
In early May, we shortened the average  maturity of the Fund to its current 13.1
years in anticipation of market jitters over tax reform. This strategic move was
made to position the Fund to take  advantage of anticipated  market  weakness in
municipal bonds as investors focused on these tax reform issues.

     While we have no  exposure  to Orange  County,  California,  its  financial
condition continues to cause concerns for the municipal bond market. In fact, we
have  consciously   exercised  prudence  in  our  holdings  of  other  municipal
securities  in the state.  Because of fiscal  pressures,  our minor  presence in
California is secured by U.S. Treasury collateral or FGIC insurance.

     We view the recent uncertainty and  underperformance  of municipal bonds as
creating  outstanding value and will continue to monitor these and other factors
over the remainder of 1995 - looking for an  opportunity  to translate them into
enhanced returns for you, the shareholder.
<TABLE>

          FUND PERFORMANCE
        PERIODS ENDED 6/30/95
-------------------------------------
             SIX MONTHS

<CAPTION>
                     CLASS A CLASS B
                      SHARES  SHARES
                     ------- -------
<S>                    <C>     <C>
TOTAL RETURN
 With sales charge      5.49%   6.49%
 Without sales charge   9.93%   9.49%
PER SHARE
 Dividends              $.194   $.163
NET ASSET VALUES
 Beginning             $ 7.13  $ 7.13
 Ending                $ 7.64  $ 7.64

30-Day Yield            4.49%   3.81%
</TABLE>
-------------------------------------
<TABLE>
   AVERAGE ANNUAL TOTAL RETURNS
<CAPTION>
                       WITH   WITHOUT
CLASS A               SALES    SALES
SHARES                CHARGE  CHARGE
-------               ------  ------- 
<S>                     <C>     <C>  
ONE YEAR                4.61%   9.00%
FIVE YEARS              6.99%   7.88%
TEN YEARS               8.11%   8.56%

CLASS B
SHARES
------
ONE YEAR                5.11%   8.11%
LIFE OF CLASS           3.88%   6.25%
  (SINCE 3/30/94)
</TABLE>
--------------------------------------

Reference to sales charges above is based on the maximum 4% initial sales charge
for Class A shares or maximum 3%  contingent  deferred  sales charge for Class B
shares.  Information  presented represents past performance which cannot predict
future  results.  Investment  returns and  principal  values of Fund shares will
fluctuate so that an investor's shares, when redeemed, may be worth more or less
than their original cost. In certain circumstances, the alternative minimum tax,
as well as state and local taxes, may apply.





<TABLE>

      
                                     COMPOSITE
                                  U.S. GOVERNMENT
                                 SECURITIES, INC.
                                   PORTFOLIO OF
                                    INVESTMENTS
                                   IN SECURITIES
                                     JUNE 30,
                                       1995

            COMPOSITE U.S. GOVERNMENT SECURITIES PORTFOLIO (UNAUDITED)

<CAPTION>

   Principal                                                                       Market
    Amount                                                                          Value
 -----------                                                                    -----------
                  U.S. TREASURY OBLIGATIONS 24.43%
<S>              <C>                                                            <C>         
$   7,000,000    7.50%, due 11/15/2016 ........................................ $  7,649,684
    7,000,000    7.50%, due 01/31/1996 ........................................    7,072,184
   15,000,000    7.25%, due 05/15/2016 ........................................   15,975,000
    7,000,000    7.25%, due 08/15/2022 ........................................    7,479,059
    5,500,000    5.625%, due 08/31/1997 .......................................    5,477,654
    4,000,000    Zero coupon, due 08/15/2004 ..................................    2,235,947
                                                                                ------------
                 TOTAL U.S. TREASURY OBLIGATIONS (cost $46,643,151)               45,889,528
                                                                                ------------
                 MORTGAGE-BACKED SECURITIES 73.59%
                 GOVERNMENT NATIONAL MORTGAGE ASSOCIATION 54.94%
       79,227    14.00%, due 06/15/2011 to 03/15/2012 .........................       92,399
      133,228    13.50%, due 08/15/2014 to 12/15/2014 .........................      154,877
       41,711    11.50%, due 07/15/2015 .......................................       46,991
    4,773,329    9.50%, due 07/15/2016 to 09/15/2020 ..........................    5,061,224
    3,078,716    8.50%, due 05/15/2022 ........................................    3,198,965
    2,066,459    8.00%, due 04/15/2022 ........................................    2,116,175
   20,132,734    7.50%, due 12/15/2022 to 06/15/2024 ..........................   20,252,283
   24,464,934    7.00%, due 07/15/2008 to 08/15/2023 ..........................   24,151,630
   30,939,969    6.50%, due 03/20/2022 to 03/15/2024 ..........................   29,954,057
    7,509,866    6.125%, due 12/20/2021 to 12/20/2022 .........................    7,528,944
    2,796,703    6.00%, due 05/20/2022 ........................................    2,800,506
    7,877,597    5.875%, due 09/20/2022 .......................................    7,856,973
                                                                                ------------
                                                                                 103,215,024
                                                                                ------------
                 GNMA COLLATERALIZED MORTGAGE OBLIGATIONS 18.65%
    2,303,246    Federal National Mortgage Association, 8.50%, due 02/25/2018 .    2,339,085
    4,000,000    Federal National Mortgage Association, 8.25%, due 05/20/2020 .    4,167,760
    6,408,000    Federal National Mortgage Association, 8.00%, due 06/25/2005 .    6,618,567
    1,950,000    Federal National Mortgage Association, 7.50%, due 08/25/2001 .    2,018,952
    2,230,000    Federal National Mortgage Association, 6.00%, due 08/25/2007 .    2,161,048
    1,100,000    Federal National Mortgage Association, 5.75%, due 10/25/2010 .    1,090,012
    8,500,000    Federal Home Loan Mortgage Corporation,
                 6.85%, due 07/25/2018 ........................................    8,435,315
    4,900,000    Merrill Lynch, 6.50%, due 08/27/2015 .........................    4,762,114
    2,000,000    Mortgage Capital Trust, 9.25%, due 06/01/2017 ................    2,083,180
    1,329,898    Morgan Stanley, 8.975%, due 06/01/2001 .......................    1,356,098
                                                                                ------------
                                                                                  35,032,131
                                                                                ------------
                  TOTAL MORTGAGE-BACKED SECURITIES (cost $137,518,408) ........  138,247,155
                                                                                ------------                    
                  SHORT-TERM INVESTMENT 1.44%
    2,699,000     Repurchase agreement with Goldman Sachs, collateralized by
                  a U.S. Treasury Note, in a joint trading account at 6.00%
                  dated 06/30/1995, due 07/03/1995 with a maturity value
                  of $2,700,350 (cost $2,699,000) .............................    2,699,000
                                                                                ------------
                  TOTAL INVESTMENTS (cost $186,860,559) .......................  186,835,683
                  Other assets ($1,594,252) less liabilities ($568,905) .......    1,025,347
                                                                                ------------
                  NET ASSETS                                                    $187,861,030
                                                                                ============     
<FN>

FEDERAL INCOME TAX INFORMATION:
Net unrealized  depreciation of investments at June 30, 1995, of $24,876,  based
on  aggregate  cost of  $184,860,559,  was  composed  of gross  depreciation  of
$2,532,371  for  investments  having  an  excess  of cost  over  value and gross
appreciation of $2,507,495 for investments having an excess of value over cost.

OTHER INFORMATION:
Purchases  and  sales  (including   maturities  and  principal   repayments)  of
investment securities, all of which were U.S. government securities,  other than
short-term  investments,  aggregated  $2,883,281 and $17,941,572,  respectively,
during  the  six-month  period  ended June 30,  1995.  Principal  repayments  of
mortgage-backed  securities  aggregated  $3,661,872.

See accompanying  notes to financial statements. 
</FN>
</TABLE>
<TABLE>

                                          COMPOSITE
                                            INCOME
                                          FUND, INC.
                                         PORTFOLIO OF
                                         INVESTMENTS
                                        IN SECURITIES
                                           JUNE 30,
                                             1995

                         COMPOSITE INCOME FUND PORTFOLIO (UNAUDITED)

   PRINCIPAL                                                                        MARKET
    AMOUNT                                                                           VALUE
-------------                                                                     -----------
<S>             <C>                                                               <C>
                U.S. TREASURY OBLIGATIONS 21.05%                                     
 $  1,500,000   7.875%, due 08/15/2001 ........................................   $ 1,637,813
    2,000,000   7.75%, due 01/31/2000 .........................................     2,138,124
    1,000,000   7.50%, due 12/31/1996 .........................................     1,024,375
    2,100,000   7.50%, due 11/15/2024 .........................................     2,326,407
    4,225,000   7.25%, due 08/15/2022 .........................................     4,514,146
    1,000,000   7.125%, due 02/29/2000 ........................................     1,045,000
    5,750,000   6.25%, due 08/15/2023 .........................................     5,439,138
    1,000,000   5.875%, due 03/31/1999 ........................................       998,125
    1,000,000   5.875%, due 02/15/2004 ........................................       977,500
      500,000   4.00%, due 01/31/1996 .........................................       495,313
                                                                                 ------------                                       
                TOTAL U.S. TREASURY OBLIGATIONS (cost $19,047,040) ............    20,595,941
                                                                                 ------------   
                MORTGAGE-BACKED SECURITIES 17.34%

                FEDERAL HOME LOAN MORTGAGE CORPORATION 0.46%
      438,053   9.00%, due 12/01/2004 .........................................       452,014
                                                                                 ------------  
                GOVERNMENT NATIONAL MORTGAGE ASSOCIATION 11.07%
    2,420,887   7.00%, due 08/15/2008 .........................................     2,431,467
    1,775,203   7.00%, due 07/15/2023 .........................................     1,748,022
    2,358,175   6.50%, due 12/15/2023 .........................................     2,266,796
      925,587   6.50%, due 08/15/2023 .........................................       889,721
    2,436,585   6.50%, due 03/15/2024 .........................................     2,342,168
    1,156,156   6.125%, due 12/20/2021 ........................................     1,158,748
                                                                                 ------------   
                                                                                   10,836,922
                                                                                 ------------

                COLLATERALIZED MORTGAGE OBLIGATIONS 5.81%
    1,750,000   Donaldson, Lufkin & Jenrette, 7.35%, due 12/18/2003 ...........     1,718,115
    1,000,000   Federal Home Loan Mortgage Corporation, 8.75%, due 06/15/2005 .     1,042,530
    1,000,000   Federal Home Loan Mortgage Corporation, 7.50%, due 07/15/2020 .     1,022,120
      154,098   Merrill Lynch Mortgage Investors, 9.70%, due 06/15/2008 .......       159,301
    1,310,483   Morgan Stanley Mortgage Trust, 9.30%, due 07/01/2017 ..........     1,356,216
      386,283   Shearson Lehman, 8.75%, due 08/27/2017 ........................       390,745
                                                                                 ------------                     
                                                                                    5,689,027
                                                                                 ------------
                TOTAL MORTGAGE-BACKED SECURITIES (cost $17,052,750)                16,977,963
                                                                                 ------------         
                CORPORATE BONDS 48.11%
                NON-CONVERTIBLE CORPORATE BONDS 43.79%
                AEROSPACE/DEFENSE 3.45%
    2,000,000   Boeing Company, 8.75%, due 08/15/2021 .........................     2,316,256
    1,000,000   Loral Corporation, 8.375%, due 06/15/2024 .....................     1,062,270
                                                                                 ------------             
                                                                                    3,378,526
                                                                                 ------------              
                BANKING 3.61%
    1,000,000   Bank of New York, 7.875%, due 11/15/2002                            1,059,962
    1,000,000   Manufacturers and Traders Trust Company, 8.125%, due 12/01/2002.    1,048,650
      500,000   Mercantile Bank, 7.625%, due 10/15/2002 .......................       514,448
    1,000,000   Norwest Corporation, 6.65%, due 10/15/2023 ....................       909,528
                                                                                 ------------      
                                                                                    3,532,588
                                                                                 ------------
                CONSUMER PRODUCTS & SERVICES 4.03%
      750,000   Conagra, Inc., 9.75%, due 03/01/2021 ..........................       935,071
    2,000,000   Dart & Kraft Finance NV, 7.75%, due 11/30/1998 ................     2,058,442
    1,000,000   Fleming Companies, Inc., 5.77%, due 08/06/1998 ................       955,080
                                                                                 ------------     
                                                                                    3,948,593
                                                                                 ------------
   
                ELECTRICAL EQUIPMENT 0.97%
    1,000,000   Westinghouse Corporation, 7.875%, due 09/01/2023 ..............       951,450
                                                                                 ------------  
      
                FINANCE 3.37%
    1,000,000   General Motors Acceptance Corporation, 8.00%, due 04/10/1997 ..     1,026,691
    1,250,000   Kemper Corporation, 6.875%, due 09/15/2003 ....................     1,188,004
    1,000,000   Paine Webber Group, 8.875%, due 03/15/2005 ....................     1,080,616
                                                                                 ------------   
                                                                                    3,295,311
                                                                                 ------------                                       
                HEALTH & MEDICAL 4.23%
      850,000   American Home Products Corporation, 7.25%, due 03/01/2023 .....       823,545
    2,773,000   American Medical International, zero coupon, due 08/12/1997 ...     2,360,377
    1,000,000   FHP International, 7.00%, due 09/15/2003 ......................       950,919
                                                                                 ------------   
                                                                                    4,134,841
                                                                                 ------------   
                INSURANCE 3.52%
    2,000,000   Continental Corporation, 7.25%, due 03/01/2003 ................     1,980,190
    1,450,000   Integon Corporation, 8.00%, due 08/15/1999 ....................     1,466,826
                                                                                 ------------   
                                                                                    3,447,016
                                                                                 ------------   
                MEDIA 4.73%
      750,000   Tele-Communications, Inc., 9.25%, due 01/15/2023 ..............       771,064
    2,000,000   Time Warner, Inc., 9.15%, due 02/01/2023 ......................     2,108,560
    2,150,000   Western Publishing Group, 7.65%, due 09/15/2002 ...............     1,752,250
                                                                                 ------------   
                                                                                    4,631,874
                                                                                 ------------         
                OILS 3.29%
    1,600,000   Burlington Resources, 9.125%, due 10/01/2021 ..................     1,919,226
    1,000,000   Coastal Corporation, 10.75%, due 10/01/2010 ...................     1,295,817
                                                                                 ------------     
                                                                                    3,215,043
                                                                                 ------------
                PAPER & FOREST PRODUCTS 1.95%
    2,000,000   Weyerhaeuser Corporation, 7.125%, due 07/15/2023 ..............     1,907,168
                                                                                 ------------
    
                TRANSPORTATION 2.68%
    1,000,000   AMR Corporation, 9.75%, due 03/15/2000 ........................     1,112,611
    1,350,000   Burlington Northern, 8.75%, due 02/25/2022 ....................     1,511,664
                                                                                 ------------
                                                                                    2,624,275
                                                                                 ------------
                UTILITIES/ELECTRIC 7.96%
    3,000,000   Commonwealth Edison, 9.375%, due 02/15/2000 ...................     3,301,260
    1,000,000   Pacific Gas and Electric, 9.08%, due 12/15/1997 ...............     1,060,534
    2,000,000   Public Service Company of New Hampshire, 9.17%,
                due 05/15/1998 ................................................     2,111,954
    1,200,000   Texas Utilities Electric, 9.50%, due 08/01/1999 ...............     1,317,955
                                                                                 ------------         
                                                                                    7,791,703
                                                                                 ------------
                TOTAL NON-CONVERTIBLE CORPORATE BONDS (cost $42,125,734) ......    42,858,388
                                                                                 -------------         
                CONVERTIBLE CORPORATE BONDS 4.32%
                FINANCIAL SERVICES 0.57%
      500,000   Legg Mason, Inc., 5.25%, due 05/01/2003 .......................       554,375
                                                                                 ------------

                INSURANCE 0.71%
      700,000   Horace Mann Educators, 6.50%, due 12/01/1999 ..................       694,750
                                                                                 ------------    
                RETAIL SALES 2.39%
    2,500,000   Costco Wholesale Corporation, 5.75%, due 05/15/2002 ...........     2,334,375
                                                                                 ------------    

                TRANSPORTATION 0.65%
      200,000   Air Wisconsin, 7.75%, due 06/15/2010 ..........................       150,500
      500,000   Airborne Freight, 6.75%, due 08/15/2001 .......................       488,750
                                                                                 ------------ 
                                                                                      639,250
                                                                                 ------------
                TOTAL CONVERTIBLE CORPORATE BONDS (cost $4,079,875) ...........     4,222,750
                                                                                 ------------     
                TOTAL CORPORATE BONDS (cost $46,205,609) ......................    47,081,138
                                                                                 ------------
 
                FOREIGN OBLIGATIONS 3.85%
  $ 2,000,000   Province of Alberta, 9.25%, due 04/01/2000 .................     $  2,244,120
    1,500,000   United Mexican States, Series A, 6.25%, due 12/31/2019 .....          916,875
    1,000,000   United Mexican States, Series B, 6.25%, due 12/31/2019 .....          611,250
                                                                                 ------------
                TOTAL FOREIGN OBLIGATIONS (cost $3,458,469) ................        3,772,245
                                                                                 ------------
                              
      SHARES
     -------
                PREFERRED STOCK 0.59%
                INSURANCE 0.59%
       11,000   Integon Corporation (cost $493,020) ...........................       573,375
                                                                                 ------------     
   PRINCIPAL
    AMOUNT
-------------
                SHORT-TERM INVESTMENT 7.61%
                COMMERCIAL PAPER 5.10%
  $ 2,000,000   Ford Motor Credit Corporation, 5.92%, due 07/05/1995 ..........     1,998,684
    3,000,000   General Electric Capital Corporation, 5.85%, due 07/13/1995 ...     2,994,150
                                                                                 ------------    
                                                                                    4,992,834
                                                                                 ------------
                REPURCHASE AGREEMENT 2.51%
    2,453,000   Repurchase agreement with Goldman Sachs, collateralized
                by a U.S. Treasury Note, in a joint trading account at 6.00%
                dated 06/30/1995, due 07/03/1995 with a maturity value
                of $2,454,227 .................................................     2,453,000
                                                                                 ------------
                TOTAL SHORT-TERM INVESTMENTS (cost $7,445,834) ................     7,445,834
                                                                                 ------------
                TOTAL INVESTMENTS (cost $93,702,722)                               96,446,496
                Other assets ($2,850,777), less liabilities ($1,432,666) ......     1,418,111
                                                                                 ------------
                NET ASSETS ....................................................  $ 97,864,607
                                                                                 ============
<FN>
FEDERAL INCOME TAX INFORMATION:
Net  unrealized  appreciation  of  investments  at June 30, 1995, of $2,743,774,
based on aggregate cost of $93,702,722, was composed of gross appreciation of
$3,754,255 for those  investments  having an excess of value over cost and gross
depreciation of $1,010,481 for investments having an excess of cost over value.

OTHER INFORMATION:
Purchases  and  sales  (including   maturities  and  principal   repayments)  of
investment securities, other than short-term investments, aggregated $26,769,880
and $32,608,610,  respectively, during the six-month period ended June 30, 1995,
including purchases and sales of U. S. government  securities of $17,791,768 and
$3,950,204,  respectively.  Principal  repayments of mortgage-backed  securities
aggregated $1,122,189. 

See accompanying notes to financial statements.

</FN>
</TABLE>
<TABLE>

                                              COMPOSITE
                                              TAX-EXEMPT
                                           BOND FUND, INC.
                                             PORTFOLIO OF
                                             INVESTMENTS
                                            IN SECURITIES
                                               JUNE 30,
                                                 1995

<CAPTION>
                         COMPOSITE TAX-EXEMPT BOND FUND PORTFOLIO (UNAUDITED)
  PRINCIPAL                                                                               MARKET
   AMOUNT                                                                                  VALUE
------------                                                                           ------------                      
<S>             <C>                                                                      <C> 
                STATE AND MUNICIPAL SECURITIES 95.84%
                ALASKA 2.09%
$  5,000,000    City of Valdez Revenue (Mobile-Alaska Pipeline), 5.75%,
                due 11/01/2028 .......................................................    $ 4,751,300
                                                                                         ------------           
                ARIZONA 6.64%
   7,000,000    Phoenix, Arizona General Obligation, 5.55%, due 07/01/2009 ...........      6,986,490
   5,000,000    Salt River Project Agricultural Improvement, 6.25%, due 01/01/2019 ...      5,088,950
   3,000,000    Salt River Electrical System Revenue, 5.75%, due 01/01/2009 ..........      3,039,390
                                                                                         ------------ 
                                                                                           15,114,830
                                                                                         ------------           
                CALIFORNIA 4.05%
   6,000,000    San Diego Industrial Development Authority
                (San Diego Gas & Electric), 5.90%, due 06/01/2018 ....................      5,845,320
   3,000,000    Santa Barbara County Certificate of Participation,
                7.40%, due 02/01/2007 ................................................      3,367,920
                                                                                         ------------            
                                                                                            9,213,240
                                                                                         ------------      
                COLORADO 2.41%
   5,000,000    Colorado Springs Utilities System Revenue, 6.75%, due 11/15/2021 .....      5,481,633
                                                                                         ------------  

                DELAWARE 0.31%
     700,000    Delaware State Economic Development, Variable Rate
                Demand Obligation 4.25%* .............................................        700,000
                                                                                         ------------           
                FLORIDA 4.45%
   5,000,000    Jacksonville Electric Authority, 5.75%, due 10/01/2012 ...............      4,967,050
   5,000,000    Orlando Utilities Commission Revenue, 6.00%, due 10/01/2010 ..........      5,171,600
                                                                                         ------------              
                                                                                           10,138,650
                                                                                         ------------ 
                GEORGIA 5.70%
   5,000,000    Georgia State General Obligation, 6.30%, due 03/01/2009 ..............      5,443,250
   8,000,000    Municipal Electric Authority of Georgia, Series C Revenue,
                5.70%, due 01/01/2019 ................................................      7,536,640
                                                                                         ------------
                                                                                           12,979,890
                                                                                         ------------           
                HAWAII 3.53%  
   2,000,000    Honolulu City & County General Obligation,
                6.00%, due 01/01/2012 ................................................      2,048,520
   5,555,000    Hawaii State General Obligation, 6.40%, due 03/01/2009 ...............      5,997,122
                                                                                         ------------                               
                                                                                            8,045,642
                                                                                         ------------                     
                ILLINOIS 9.04%
   3,665,000    Chicago Illinois Gas Supply Revenue (Peoples Gas),
                6.875%, due 03/01/2015 ...............................................      3,888,125
   4,000,000    Chicago Waste Water Revenue, 6.75%, due 11/15/2020 ...................      4,462,720
   2,000,000    Illinois Education Facilities Authority Revenue,
                7.10%, due 12/01/2020 ................................................      2,124,740
   5,000,000    Illinois Sales Tax Revenue Series N, 7.00%, due 06/15/2020 ...........      5,670,050
   6,000,000    Metro Pier and Expo Revenue,  zero coupon, due 06/15/2009 ............      2,579,520
   4,000,000    Metro Pier and Expo Revenue,  zero coupon, due 06/15/2008 ............      1,852,320
                                                                                         ------------        
                                                                                           20,577,475
                                                                                         ------------                               

                INDIANA 2.73%
   6,000,000    Indiana Municipal Power Revenue, 6.125%, due 01/01/2013 ..............      6,225,960
                                                                                         ------------                               
     
                MARYLAND 4.46%
   5,000,000    Maryland State General Obligation, 4.30%, due 07/15/2003 .............      4,773,650
   5,000,000    Mayor & City Council of Baltimore Port Facility Revenue
                (DuPont), 6.50%, due 10/01/2011 ......................................      5,372,950
                                                                                         ------------ 
                                                                                           10,146,600
                                                                                         ------------                               
                MASSACHUSETTS 3.51%
   4,000,000    Massachusetts State Health & Educational Facilities Authority
                Revenue, Brigham & Womens Hospital Variable Rate
                Demand Obligation, 3.90%* ............................................     4,000,000
   4,000,000    Massachusetts Daily Commonwealth, Variable Rate
                Demand Obligation, 4.20%* ............................................     4,000,000
                                                                                        ------------                          
                                                                                           8,000,000
                                                                                        ------------       
                MISSISSIPPI 1.97%
   4,000,000    Lowndes County Pollution Control Revenue (Weyerhaeuser),
                6.80%, due 04/01/2022 ................................................     4,486,720
                                                                                        ------------            
                NEBRASKA 4.07%
   7,000,000    Omaha Public Power District Revenue, Series B,
                6.15%, due 02/01/2012 ................................................     7,358,120
   2,000,000    Omaha Public Power District Revenue, Series B,
                5.50%, due 02/01/2014 ................................................     1,905,960
                                                                                        ------------                 
                                                                                           9,264,080
                                                                                        ------------       
                NEW MEXICO 0.69%
   1,500,000    City of Lordsburg Pollution Control Revenue (Phelps Dodge),
                6.50%, due 04/01/2013 ................................................     1,564,710
                                                                                        ------------                        
                NORTH CAROLINA 2.34%
   5,000,000    North Carolina Eastern Municipal Power Agency,
                7.00%, due 01/01/2008 ................................................     5,330,950
                                                                                        ------------  
                NORTH DAKOTA 1.99%
   4,370,000    Mercer County Pollution Control Revenue (Otter Tail Power),
                6.90%, due 02/01/2019 ................................................     4,541,872
                                                                                        ------------                           
                OKLAHOMA 0.22%
     500,000    Garfield County, Oklahoma, Variable Rate
                Demand Obligation, 4.40%* ............................................       500,000
                                                                                        ------------                                
                OREGON 2.78%
   6,230,000    Washington County, Oregon General Obligation, 6.00%,
                due 12/01/2012 .......................................................     6,328,123
                                                                                        ------------                 
                TENNESSEE 2.30%
   5,000,000    Memphis Electric System Revenue, 5.625%, due 01/01/2002 ..............     5,228,050
                                                                                        ------------  
                TEXAS 3.22%
   3,000,000    Harris County Toll Road Revenue, 8.25%, due 08/15/2007 ...............     3,430,200
   4,250,000    San Antonio Electric & Gas Revenue, 5.00%, due 02/01/2012 ............     3,899,120
                                                                                        ------------                           
                                                                                           7,329,320
                                                                                        ------------                                
                UTAH 3.56%
   6,000,000    Intermountain Power Agency Revenue, 5.25%, due 07/01/2014 ............     5,506,560
   3,000,000    Intermountain Power Agency Revenue, 5.00%, due 07/01/2023 ............     2,588,250
                                                                                        ------------                      
                                                                                           8,094,810
                                                                                        ------------            
                WASHINGTON 17.89%
   4,500,000    Kent School District #415, General Obligation,
                6.30%, due 12/01/2008 ................................................     4,746,240
   2,750,000    Snohomish County School District #2  Everett General
                Obligation, 7.20%, due 12/01/2010 ....................................     3,096,994
   2,000,000    Spokane County Water District #3 Revenue,
                7.60%, due 01/01/2008 ................................................     2,201,560
   4,000,000    University of Washington Housing and Dining Facilities Bond,
                7.00%, due 12/01/2021 ................................................     4,418,280
   7,000,000    Vancouver Water & Sewer Revenue, 5.50%, due 06/01/2013 ...............     6,611,150
   1,750,000    Washington Health Care Facilities Authority, Hutchinson,
                7.375%, due 01/01/2018 ...............................................     1,875,563
   1,750,000    Washington Health Care Facilities Authority, Hutchinson,
                7.20%, due 01/01/2007 ................................................     1,887,847
   3,500,000    Washington Public Power Supply System Revenue,
                7.625%, due 07/01/2010 ...............................................     4,061,610
   4,900,000    Washington State General Obligation, 6.40%, due 06/01/2017 ...........     5,173,959
   7,570,000    Washington State General Obligation, 5.00%, due 05/01/2017 ...........     6,654,635
                                                                                        ------------                                
                                                                                          40,727,838
                                                                                        ------------       
                WISCONSIN 4.04%
   1,000,000    Wisconsin Health & Education Revenue, 7.125%, due 08/15/2007 .........     1,106,160
   3,750,000    Wisconsin State Refunding, Series 3, 5.30%, due 11/01/2011 ...........     3,568,614
   5,000,000    Wisconsin State Transportation Revenue, Series A,
                4.90%, due 07/01/2010 ................................................     4,511,350
                                                                                        ------------ 
                                                                                           9,186,124
                                                                                        ------------                           
                WYOMING 1.85%
   4,000,000    Sweetwater County Pollution Control Revenue (Idaho Power),
                7.625%, due 12/01/2014 ...............................................     4,204,120
                                                                                         -----------                          
                TOTAL STATE AND MUNICIPAL SECURITIES (cost $209,764,829) .............   218,161,937
                                                                                         =========== 
                SHORT-TERM INVESTMENTS 2.35%

   5,360,000    Nuveen Tax-Exempt Money Market Fund (cost $5,360,000)                      5,360,000
                                                                                        ------------                                
                TOTAL INVESTMENTS (cost $215,124,829)                                    223,521,937
                Other assets ($4,440,613) less liabilities ($329,749)                      4,110,864
                                                                                        ------------    
                NET ASSETS                                                              $227,632,801
                                                                                        ============       

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

FEDERAL INCOME TAX INFORMATION:
Net  unrealized  appreciation  of  investments  at June 30, 1995, of $8,397,108,
based on aggregate cost of $215,124,829,  was composed of gross  appreciation of
$10,893,976  for  investments  having  an  excess  of value  over cost and gross
depreciation of $2,496,868 for investments having an excess of cost over value.

OTHER INFORMATION:
Purchases and sales of investment securities, other than short-term investments,
aggregated  $18,267,324  and  $32,106,638,  respectively,  during the  six-month
period ended June 30, 1995.

See accompanying notes to financial statements.
</FN>
</TABLE>

<TABLE>

                                                 FINANCIAL
                                                INFORMATION
                                                  JUNE 30,
                                                    1995

                                    STATEMENTS OF ASSETS AND LIABILITIES
                                         JUNE 30, 1995 (UNAUDITED)
<CAPTION>


                                                              COMPOSITE         COMPOSITE     COMPOSITE
                                                           U.S. GOVERNMENT       INCOME       TAX-EXEMPT
                                                           SECURITIES, INC.     FUND, INC.   BOND FUND, INC.
                                                           ----------------  --------------  ---------------                
ASSETS
<S>                                                        <C>               <C>              <C>
Investments at market (identified cost
  $186,860,559, $93,702,722, and
  $215,124,829, respectively)  note 1a ..................   $ 186,835,683    $  96,446,496    $ 223,521,937
Cash ....................................................           7,336           10,382          297,971
Prepaid expenses ........................................          18,248           12,845           17,948
Receivable for:
  Interest ..............................................       1,557,228        1,697,331        4,032,477
  Investment securities sold ............................              --        1,072,750               --     
  Sale of Fund's shares .................................          11,440           57,469           92,217
                                                            -------------    -------------    -------------     
Total assets ............................................     188,429,935       99,297,273      227,962,550
                                                            -------------    -------------    -------------     
LIABILITIES
Payable for:
  Investment securities purchased .......................            --          1,220,419            --
  Dividends .............................................         244,380          130,573          206,004
  Repurchase of Fund's shares ...........................         286,644           61,829           78,264
  Accrued expenses and other payables ...................          37,881           19,845           45,481
                                                            -------------    -------------    -------------     
Total liabilities .......................................         568,905        1,432,666          329,749
                                                            -------------    -------------    -------------     
NET ASSETS ..............................................   $ 187,861,030    $  97,864,607    $ 227,632,801
                                                            =============    =============    =============     
COMPOSITION OF NET ASSETS
Capital stock, at par ...................................   $       1,786    $     107,413    $       2,979
Additional paid-in capital ..............................     194,514,006      111,013,407      219,882,303
Accumulated net realized loss ...........................      (6,629,886)     (15,999,987)        (649,589)
Net unrealized appreciation (depreciation)
  of investments ........................................         (24,876)       2,743,774        8,397,108
                                                            -------------    -------------    -------------     
                                                            $ 187,861,030    $  97,864,607    $ 227,632,801
                                                            =============    =============    =============     
SHARES OF BENEFICIAL
INTEREST OUTSTANDING ....................................      17,862,140       10,741,327       29,785,501
                                                            =============    =============    =============     
CLASS A SHARES:
  Net asset value and redemption price per share
   (net assets of $186,275,605, $94,621,537, and
   $225,692,002, respectively, for 17,711,375,
   10,385,829, and 29,531,581 shares of beneficial
   interest outstanding, respectively ...................          $10.52           $ 9.11           $ 7.64
                                                                   ======           ======           ====== 
  Offering price per share (100/96 of net asset
   value per share) .....................................          $10.96           $ 9.49           $ 7.96
                                                                   ======           ======           ====== 
 Class B Shares:
  Net asset value, offering price and redemption price
   per share (net assets of $1,585,425, $3,243,070, and
   $1,940,799, respectively, for 150,765, 355,498,
   and 253,920 shares of beneficial interest outstanding,
   respectively .........................................          $10.52           $ 9.12           $ 7.64
                                                                   ======           ======           ====== 
<FN>

On sales of $25,000 or more, the offering price of Class A shares is reduced.  A
contingent  deferred  sales  charge may be imposed  on  redemptions  for Class B
shares.

See accompanying notes to financial statements.
</FN>
</TABLE>
<TABLE>

                                        STATEMENTS OF OPERATIONS
                           FOR THE SIX MONTHS ENDED JUNE 30, 1995 (UNAUDITED)
     
<CAPTION>
                                                             COMPOSITE       COMPOSITE      COMPOSITE
                                                          U.S. GOVERNMENT      INCOME       TAX-EXEMPT
                                                          SECURITIES, INC.   FUND, INC.   BOND FUND, INC.
                                                          ---------------- ------------- ----------------  
<S>                                                        <C>             <C>            <C>    
INVESTMENT INCOME
  Interest income                                          $  6,795,230    $  3,647,277    $  6,706,624
                                                           ------------    ------------    ------------ 
EXPENSES:
  Management fees  note 2 ..............................        581,377         288,034         552,938
  Distribution expenses  Class A  note 2 ...............        166,438          89,456         205,774
  Distribution expenses  Class B  note 2 ...............          5,951          13,573           7,637
  Shareholder servicing  note 2 ........................         82,059          55,220          52,220
  Postage, printing and office expense .................         62,940          40,324          46,782
  Registration and filing fees .........................         10,447          10,444          11,585
  Custodial fees .......................................         12,371           8,233           8,992
  Auditing and legal fees ..............................          9,821           8,376           8,278
  Directors' fees  note 2 ..............................          5,412           5,412           5,412
  Insurance ............................................          2,361           1,142           2,643
                                                           ------------    ------------    ------------ 
Total expenses .........................................        939,177         520,214         902,261
                                                           ------------    ------------    ------------ 
Net investment income ..................................      5,856,053       3,127,063       5,804,363
                                                           ------------    ------------    ------------ 

NET REALIZED AND UNREALIZED
Gain on Investments
Realized gain (loss) from investment transactions ......       (430,412)     (1,028,294)        715,153
Unrealized appreciation of investments during the period     16,756,807       9,783,172      14,771,816
                                                           ------------    ------------    ------------ 
Net realized and unrealized gain on investments ........     16,326,395       8,754,878      15,486,969
                                                           ------------    ------------    ------------ 

NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS ..............................   $ 22,182,448    $ 11,881,941    $ 21,291,332
                                                           ============    ============    ============ 
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<TABLE>

                                                STATEMENTS OF CHANGES IN NET ASSETS
<CAPTION>


                                                    COMPOSITE                     COMPOSITE                     COMPOSITE
                                                 U.S. GOVERNMENT                   INCOME                    TAX-EXEMPT BOND
                                                 SECURITIES, INC.                 FUND, INC.                    FUND, INC.
                                           ---------------------------   ----------------------------   --------------------------- 
                                            SIX MONTHS                    SIX MONTHS                     SIX MONTHS      
                                              ENDED           YEAR           ENDED          YEAR           ENDED           YEAR
                                             JUNE 30,        ENDED          JUNE 30,        ENDED         JUNE 30,         ENDED
                                              1995        DECEMBER 31,       1995        DECEMBER 31,      1995         DECEMBER 31,
                                           (UNAUDITED)        1994        (UNAUDITED)        1994       (UNAUDITED)        1994
                                           ------------   ------------    ------------   ------------   -----------    ------------
<S>                                        <C>            <C>             <C>            <C>            <C>            <C>
OPERATIONS               
Net investment income ...................  $  5,856,053   $ 14,064,719    $  3,127,063   $  6,698,839   $  5,804,363   $ 12,448,608
Realized gain (loss) from investment
  transactions ..........................      (430,412)    (4,397,627)     (1,028,294)      (225,532)       715,153     (1,364,723)
Unrealized appreciation (depreciation)
  of investments during the period ......    16,756,807    (22,453,803)      9,783,172    (11,673,357)    14,771,816    (28,088,153)
                                           ------------   ------------    ------------   ------------   ------------  -------------
Net increase (decrease) in net assets
  resulting from operations .............    22,182,448    (12,786,711)     11,881,941     (5,200,050)    21,291,332    (17,004,268)
DIVIDENDS TO SHAREHOLDERS
From net investment income:
  Class A ...............................    (5,824,045)   (14,032,268)     (3,046,215)    (6,629,826)    (5,771,318)   (12,418,016)
  Class B ...............................       (32,008)       (32,451)        (80,848)       (69,013)       (33,064)       (30,572)

NET CAPITAL SHARE
TRANSACTIONS  NOTE 3
  Class A ...............................   (18,017,745)   (53,233,173)     (1,975,460)    (4,954,098)    (5,140,154)   (14,201,390)
  Class B ...............................       421,074      1,103,596         684,389      2,378,233        590,097      1,304,849
                                           ------------   ------------    ------------   ------------   ------------  -------------
Total increase (decrease) in net assets .    (1,270,276)   (78,981,007)      7,463,807    (14,474,754)    10,936,893    (42,349,397)
NET ASSETS
Beginning of the period .................   189,131,306    268,112,313      90,400,800    104,875,554    216,695,908    259,045,305
                                           ------------   ------------    ------------   ------------   ------------  -------------
End of the period .......................  $187,861,030   $189,131,306    $ 97,864,607   $ 90,400,800   $227,632,801   $216,695,908
                                           ============   ============    ============   ============   ============  =============



UNDISTRIBUTED
NET INVESTMENT INCOME
AT END OF PERIOD ........................           $ 0            $ 0             $ 0            $ 0            $ 0            $ 0
                                           ============   ============    ============   ============   ============  =============
<FN>

See accompanying notes to financial statements.

</FN>
</TABLE>
<TABLE>

                                                        FINANCIAL HIGHLIGHTS
                                          (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
COMPOSITE U.S. GOVERNMENT
SECURITIES, INC.
<CAPTION>
                                                                          CLASS A                                 CLASS B
                                          ----------------------------------------------------------------- ----------------------- 
                                           SIX MONTHS                                                       SIX MONTHS      
                                            ENDED                           TEN MONTHS                         ENDED     MARCH 30,
                                           JUNE 30,       YEARS ENDED          ENDED        YEARS ENDED        JUNE 30,   1994 TO
                                             1995          DECEMBER 31,    DECEMBER 31, LAST DAY OF FEBRUARY,  1995      DEC. 31,
                                                     ---------------------              -------------------     
                                         (UNAUDITED)    1994         1993    1992<F3>     1992      1991   (UNAUDITED)   1994<F4>
                                          ---------  ---------   ---------  --------    --------  --------  ---------   ---------   
<S>                                       <C>        <C>         <C>        <C>         <C>       <C>       <C>         <C>   
NET ASSET VALUE, BEGINNING OF PERIOD         $ 9.64     $10.79      $10.63    $10.53      $10.17    $ 9.90     $ 9.64     $10.24
                                          ---------  ---------   ---------  --------    --------  --------  ---------   ---------   
 INCOME FROM INVESTMENT OPERATIONS
 Net Investment Income .................       0.32       0.63        0.69      0.62        0.79      0.84       0.27       0.41
 Net Gains or Losses on Securities (both
  realized and unrealized) .............       0.88      (1.15)       0.16      0.10        0.36      0.27       0.88      (0.60)
                                          ---------  ---------   ---------  --------    --------  --------  ---------   ---------   
   Total From Investment Operations ....       1.20      (0.52)       0.85      0.72        1.15      1.11       1.15      (0.19)
                                          ---------  ---------   ---------  --------    --------  --------  ---------   ---------   
 LESS DISTRIBUTIONS
 Dividends (from net investment income).      (0.32)     (0.63)      (0.69)    (0.62)      (0.79)    (0.84)     (0.27)     (0.41)
                                          ---------  ---------   ---------  --------    --------  --------  ---------   ---------   
NET ASSET VALUE, END OF PERIOD .........     $10.52     $ 9.64      $10.79    $10.63      $10.53    $10.17     $10.52     $ 9.64
                                          =========  =========   =========  ========    ========  ========  =========   =========   
TOTAL RETURN <F1>.......................     12.57%      -4.91%      8.12%     7.03%      11.72%    11.72%     12.11%     -1.86%
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period ($1,000's) ..   $186,276    $188,068   $268,112  $207,501    $141,377   $92,293     $1,585     $1,063
 Ratio of Expenses to Average Net Assets   1.00%<F5>      0.97%      0.99%  0.99%<F5>      1.01%     1.03%   1.83%<F5>  1.76%<F5>
 Ratio of Net Income to Average Net
 Assets                                    6.30%<F5>      6.19%      6.29%  6.98%<F5>      7.63%     8.43%   5.38%<F5>  5.43%<F5>
 Portfolio Turnover Rate<F2>............      3%<F5>        34%        51%    11%<F5>        17%       66%      3%<F5>    34%<F5>
<FN>

<F1> Total return does not reflect sales  charge.  Returns of less than one year
     are aggregate returns and not annualized.
<F2> A portfolio  turnover rate is the percentage  computed by taking the lesser
     of purchases or sales of portfolio securities  (excluding securities with a
     maturity date of one year or less at the time of acquisition)  for a period
     and  dividing  it by the  monthly  average  of the  market  value  of  such
     securities during the period.
<F3> Change in Fund's fiscal  year-end.  See note 1. 
<F4> From the commencement of offering Class B shares.
<F5> Annualized.
</FN>
</TABLE>

<TABLE>
<CAPTION>

COMPOSITE INCOME FUND, INC.

                                                                        CLASS A                                      CLASS B
                                             ----------------------------------------------------------------  ---------------------
                                              SIX MONTHS                         THREE                         SIX MONTHS      
                                                 ENDED                           MONTHS                          ENDED     MARCH 30,
                                                  JUNE 30,      YEARS ENDED      ENDED         YEARS ENDED      JUNE 30,    1994 TO
                                                  1995          DECEMBER 31,    DECEMBER 31,    SEPTEMBER 30,     1995      DEC. 31,
                                                            -------------------  ----------   ---------------
                                             (UNAUDITED)     1994         1993   1992<F3>      1992     1991   (UNAUDITED)  1994<F4>
                                             -----------    -------     -------  --------     ------   ------  ----------- ---------
<S>                                            <C>          <C>       <C>      <C>          <C>      <C>     <C>         <C>   
NET ASSET VALUE, BEGINNING OF PERIOD            $ 8.29       $ 9.33    $ 8.99   $ 9.17       $ 8.68   $ 8.12  $ 8.30      $ 8.85
                                               -------      -------   -------  -------      -------  ------- -------     -------  
 INCOME FROM INVESTMENT OPERATIONS
 Net Investment Income                            0.29         0.60      0.61     0.16         0.65     0.68    0.26        0.40
 Net Gains or Losses on Securities (both
  realized and unrealized)                        0.82        (1.04)     0.34    (0.18)        0.49     0.56    0.82       (0.55)
                                               -------      -------   -------  -------      -------  ------- -------     -------  
   Total From Investment Operations .........     1.11        (0.44)     0.95    (0.02)        1.14     1.24    1.08       (0.15)
                                               -------      -------   -------  -------      -------  ------- -------     -------  
 LESS DISTRIBUTIONS
 Dividends (from net investment income) .....    (0.29)       (0.60)    (0.61)   (0.16)      (0.65)    (0.68)  (0.26)      (0.40)
                                               -------      -------   -------  -------      -------  ------- -------     -------  
NET ASSET VALUE, END OF PERIOD ..............   $ 9.11       $ 8.29    $ 9.33   $ 8.99       $ 9.17   $ 8.68  $ 9.12      $ 8.30
                                               =======      =======   =======  =======      =======  ======= =======     =======  
TOTAL RETURN <F1>............................   13.63%       -4.82%    10.82%   -0.23%       13.57%   15.93%  13.17%      -1.67%
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period ($1,000's) .......  $94,622      $88,102  $104,876  $86,425      $84,995  $73,342  $3,243      $2,299
 Ratio of Expenses to Average Net Assets ....    1.11%<F5>    1.04%     1.08%    0.95%<F5>    1.05%    1.04%   1.91%<F5>   1.80%<F5>
 Ratio of Net Income to Average Net Assets ..    6.81%<F5>    6.83%     6.58%    6.94%<F5>    7.26%    8.16%   5.96%<F5>   6.25%<F5>
 Portfolio Turnover Rate <F2> ...............      61%<F5>      26%       51%      87%<F5>      47%     106%     61%<F5>     26%<F5>
<FN>
<F1> Total return does not reflect sales charge. Returns of less than one year are aggregate returns and not annualized.
<F2> A portfolio  turnover  rate is the  percentage  computed by taking the lesser of  purchases  or sales of  portfolio  securities
     (excluding  securities with a maturity date of one year or less at the time of acquisition) for a period and dividing it by the
     monthly average of the market value of such securities during the period.
<F3> Change in Fund's fiscal year-end. See note 1.
<F4> From the commencement of offering Class B shares.
<F5> Annualized.
</FN>
</TABLE>
<TABLE>

COMPOSITE TAX-EXEMPT
BOND FUND, INC.
                                                                     CLASS A                                        CLASS B
<CAPTION>
                                           ---------------------------------------------------------------  ------------------------
                                            SIX MONTHS                                                       SIX MONTHS      
                                              ENDED                                                            ENDED      MARCH 30,
                                             JUNE 30,                                                          JUNE 30,   1994 TO
                                               1995                        YEARS ENDED DECEMBER 31,             1995       DEC. 31,
                                                            -----------------------------------------------
                                            (Unaudited)      1994       1993     1992      1991      1990  (Unaudited)   1994<F3>
                                             ----------     ------    ------   ------      ------    ------  ----------  ---------
<S>                                         <C>           <C>       <C>       <C>        <C>        <C>        <C>        <C>   
NET ASSET VALUE, BEGINNING OF PERIOD .....    $ 7.13        $ 8.04    $ 7.58     $ 7.42    $ 7.16    $ 7.17    $ 7.13      $ 7.49
                                            --------       -------   -------    -------   -------    -------   ------     -------   
 INCOME FROM INVESTMENT OPERATIONS
 Net Investment Income ...................      0.19          0.39      0.40       0.42      0.45       0.47     0.16        0.25
 Net Gains or Losses on Securities (both 
  realized and unrealized) ...............      0.51         (0.91)     0.54       0.23      0.34      (0.01)    0.51       (0.36)
                                            --------       -------   -------    -------   -------    -------   ------     -------
   Total From Investment Operations ......      0.70         (0.52)     0.94       0.65      0.79      0.46      0.67       (0.11)
                                            --------       -------   -------    -------   -------    -------   ------     -------
 LESS DISTRIBUTIONS
 Dividends (from net investment income) ..     (0.19)        (0.39)    (0.40)    (0.42)     (0.45)     (0.47)   (0.16)      (0.25)
 Distributions (from capital gains) ......      0.00          0.00     (0.08)    (0.07)     (0.08)      0.00     0.00        0.00
                                            --------       -------    -------   -------   -------     ------   ------     -------
   Total Distributions ...................     (0.19)        (0.39)    (0.48)    (0.49)     (0.53)    (0.47)    (0.16)      (0.25)
                                            --------       -------   -------    ------    -------    -------   ------     -------
NET ASSET VALUE, END OF PERIOD ...........    $ 7.64        $ 7.13    $ 8.04    $ 7.58     $ 7.42     $ 7.16   $ 7.64      $ 7.13
                                            ========       =======   =======    ======    =======    =======   ======     =======
TOTAL RETURN <F1> ........................     9.93%        -6.53%    12.54%     9.00%     11.36%      6.71%    9.49%      -1.46%
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period ($1,000's) ....  $225,692      $215,438  $259,045  $186,861   $140,154   $111,462   $1,941      $1,258
 Ratio of Expenses to Average Net Assets .     0.80%<F4>     0.79%     0.81%     0.78%      0.77%      0.77%   1.62%<F4>   1.58%<F4>
 Ratio of Net Income to Average Net
 Assets ..................................     5.19%<F4>     5.23%     4.97%     5.56%      6.16%      6.65%   4.33%<F4>   4.53%<F4>
 Portfolio Turnover Rate<F2> .............       15%<F4>       12%       19%       30%        83%       115%     15%<F4>     12%<F4>
<FN>

<F1> Total return does not reflect sales charge. Returns of less than one year are aggregate returns and not annualized.
<F2> A portfolio  turnover  rate is the  percentage  computed by taking the lesser of  purchases  or sales of  portfolio  securities
     (excluding  securities with a maturity date of one year or less at the time of acquisition) for a period and dividing it by the
     monthly average of the market value of such securities during the period.
<F3> From the commencement of offering Class B shares.
<F4> Annualized.
</FN>
</TABLE>

                   NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1  ACCOUNTING POLICIES

     Composite U.S. Government  Securities,  Inc.,  Composite Income Fund, Inc.,
and Composite  Tax-Exempt Bond Fund,  Inc. (together the "Funds") are registered
under the Investment  Company Act of 1940, as amended,  as open-end  diversified
management investment companies.

     On January 28, 1992, the Composite  U.S.  Government  Securities,  Inc. and
Composite  Income  Fund,  Inc.  Boards of  Directors  approved a change in their
fiscal year ends to December 31.  Accordingly,  information  for the fiscal year
ended  December 31, 1992, is presented  for the  ten-month  period from March 1,
1992, for Composite U.S. Government Securities,  Inc. and the three-month period
from October 1, 1992, for Composite Income Fund, Inc.

     The Funds offer both Class A and Class B shares.  Class B shares were first
offered  March 30, 1994.  The two classes of shares  differ in their  respective
sales charges,  shareholder  servicing fees, and distribution and services fees.
All  shareholders  bear the common expenses of the Fund pro rata, based on value
of  settled  shares  outstanding,   without  distinction  between  share  class.
Dividends are declared separately for each class. Neither class has preferential
dividend  rights;  differences  in per share dividend rates are generally due to
differences in separate class expenses, including distribution and service fees.

     Following is a summary of significant  accounting  policies,  in conformity
with generally accepted accounting  principles,  which are consistently followed
by each Fund in the preparation of its financial statements:

a. Investment  securities  are stated on the basis of valuations  provided by an
   independent pricing service, approved by the Boards of Directors,  which uses
   information  with respect to  transactions,  quotations from dealers,  market
   transactions  in comparable  securities,  and various  relationships  between
   securities in determining value. Investment securities with less than 60 days
   to maturity when  purchased are valued at amortized  cost which  approximates
   market value.  Investment  securities not currently quoted as described above
   will be priced at fair market value as  determined  in good faith in a manner
   prescribed by the Boards of Directors.
b. Interest  income is earned from the settlement  date on securities  purchased
   and is  recorded  on the accrual  basis.  Dividend  income is recorded on the
   ex-dividend date.
c. Dividends to  shareholders  are recorded on a daily basis and  dividends  are
   distributed monthly.  The Funds distribute  substantially all of their income
   monthly.
d. Security  transactions are accounted for on the trade date (execution date of
   the order to buy or sell).  Realized gain or loss from security  transactions
   and the change in unrealized  appreciation or depreciation  are determined on
   the basis of identified cost.
e. Each Fund complies with  requirements of the Internal Revenue Code applicable
   to regulated  investment  companies and distributes taxable income so that no
   provision for federal income or excise tax is required.

NOTE 2  TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

     The amounts of fees and  expenses  described  below are shown on each Funds
statement of operations.

     Management  fees were paid by each Fund to Composite  Research & Management
Co., the  investment  adviser.  The fees are based on an annual rate of .625% of
average daily net assets for Composite U.S. Government  Securities and Composite
Income Fund and on an annual rate of .50% for Composite Tax-Exempt Bond Fund. An
individual  Fund's management  fees will be  reduced  if that  Fund's net assets
exceed $250 million.  Under terms of each Fund's management contract,  Composite
Research &  Management  Co. has agreed to  reimburse a Fund for its  expenses in
excess of 1.50% of average  daily net assets up to $30  million,  and 1% of such
assets over $30 million.  Composite  Income Fund and Composite  Tax-Exempt  Bond
Fund will be further  reimbursed  for  expenses  exceeding  .75% of average  net
assets  exceeding $130 million.  No such  reimbursement  was required during the
six-months ended June 30, 1995.

     Directors' fees and expenses  were paid  directly by each Fund to directors
having no affiliation  with the Funds other than in their capacity as directors.
Other officers and directors received no compensation from the Funds.

     Shareholder  servicing fees were paid to Murphey Favre Securities Services,
Inc.,  (MFSSI) the  transfer  and  shareholder  servicing  agent,  for  services
incidental to issuance and transfer of shares,  maintaining  shareholder  lists,
and  issuing and mailing  distributions  and  reports.  The  authorized  monthly
shareholder  servicing  fees are  $1.60  and $1.70 per Class A and Class B share
accounts, respectively.

     Distribution expenses were paid to Murphey Favre, Inc. (MFI), the principal
underwriter and distributor,  in accordance with separate Distribution Plans for
Class A and Class B. Each Funds Board of Directors adopted the Plans pursuant to
Rule 12b-1 of the Investment  Company Act of 1940. The Class A Distribution Plan
provides  that the Fund will  reimburse MFI up to 0.25% of the average daily net
assets  attributable  to Class A shares  annually  for a portion of its expenses
incurred  in  distributing  each  Funds' Class A shares,  including  payment  to
brokers.  The Class B  Distribution  Plan provides that the Funds will pay MFI a
distribution  fee, equal to 0.75%  annually,  and a service fee of 0.25%, of the
Fund' average daily net assets attributable to Class B shares.


     For the six-month  period ended June 30, 1995,  commissions  (sales charges
paid by investors) on the purchases of Class A shares totaled $86,197,  $92,540,
and $161,452,  of which $86,173,  $92,511,  and $161,404 was retained by MFI, in
the Composite U.S. Government  Securities,  Composite Income Fund, and Composite
Tax-Exempt  Bond Fund,  respectively.  For the  six-month  period ended June 30,
1995, MFI received  contingent deferred sales charges of $667, $1,902, and $166,
for Composite U.S. Government  Securities,  Composite Income Fund, and Composite
Tax-Exempt  Bond  Fund,  respectively,  upon  redemption  of Class B  shares  as
reimbursement for sales commissions  advanced by MFI at the time of sale of such
sales.

     Under terms of the distribution contracts,  MFI will reimburse the Funds if
its expenses exceed the most stringent applicable state blue sky limitation.  No
such reimbursement was required during the six-month period ended June 30, 1995.

NOTE 3   CAPITAL STOCK


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

<TABLE>
       
<CAPTION>
                                                                           CLASS A                              CLASS B
                                                                 ------------------------------     --------------------------------
                                                                   SIX MONTHS         YEAR             SIX MONTHS       MARCH 30,
                                                                     ENDED           ENDED               ENDED           1994 TO
                                                                    JUNE 30,       DECEMBER 31,        JUNE 30,        DECEMBER 31,
                                                                     1995             1994               1995             1994<F1>
                                                                 ------------     -------------      ------------      -------------
SHARES
<S>                                                              <C>              <C>                <C>               <C>    
Sold .......................................................          469,900         1,450,548            52,472           120,824
Issued for reinvestment of dividends .......................          417,854           954,531             2,371             2,342
                                                                 ------------     -------------      ------------      -------------
                                                                      887,754         2,405,079            54,843           123,166
Reacquired .................................................       (2,685,317)       (7,733,340)          (14,387)          (12,857)
                                                                 ------------     -------------      ------------      -------------
Total increase (decrease) ..................................       (1,797,563)       (5,328,261)           40,456           110,309
                                                                 ============     =============      ============      =============
AMOUNT
Sold .......................................................     $  4,754,171      $ 14,056,664      $    540,523      $  1,201,752
Issued for reinvestment of dividends .......................        4,242,456        10,395,143            24,154            26,998
                                                                 ------------     -------------      ------------      -------------
                                                                    8,996,627        24,451,807           564,677         1,228,750
Reacquired .................................................      (27,014,372)      (77,684,980)         (143,603)         (125,154)
                                                                 ------------     -------------      ------------      -------------
Total increase (decrease) ..................................     $(18,017,745)     $(53,233,173)     $    421,074      $  1,103,596
                                                                 ============     =============      ============      =============

<FN>
<F1> From the commencement of offering Class B shares.

</FN>
</TABLE>



Composite Income Fund, Inc.
Capital stock shares authorized .................................    50,000,000
Designated as:
  Class A shares ................................................    30,000,000
  Class B shares ................................................    20,000,000
Par value per share .............................................   $      0.01
<TABLE>
        
                                                                      CLASS A                                 CLASS B
                                                           --------------------------------        ---------------------------------
                                                            SIX MONTHS           YEAR              SIX MONTHS           MARCH 30,
                                                              ENDED              ENDED               ENDED             1994 TO
                                                             JUNE 30,          DECEMBER 31,          JUNE 30,          DECEMBER 31,
                                                               1995               1994                 1995               1994<F1>
                                                           ------------        ------------        ------------        -------------
SHARES
<S>                                                        <C>                 <C>                 <C>                 <C>    
Sold ...............................................            760,309           1,783,466              92,613             290,683
Issued for reinvestment of dividends ...............            254,030             565,488               7,393               6,610
                                                           ------------        ------------        ------------        -------------
                                                              1,014,339           2,348,954             100,006             297,293
Reacquired .........................................         (1,251,848)         (2,963,495)            (21,347)            (20,455)
                                                           ------------        ------------        ------------        -------------
Total increase (decrease) ..........................           (237,509)           (614,541)             78,659             276,838
                                                           ============        ============        ============        =============
Amount
Sold ...............................................       $  6,583,023        $ 15,792,705        $    806,972        $  2,494,055
Issued for reinvestment of dividends ...............          2,214,684           4,889,312              64,467              55,679
                                                           ------------        ------------        ------------        -------------
                                                              8,797,707          20,682,017             871,439           2,549,734
Reacquired .........................................        (10,773,167)        (25,636,115)           (187,050)           (171,501)
                                                           ------------        ------------        ------------        -------------
Total increase (decrease) ..........................       $ (1,975,460)       $ (4,954,098)       $    684,389        $  2,378,233
                                                           ============        ============        ============        =============

<FN>
<F1> From the commencement of offering Class B shares.
</FN>
</TABLE>


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

<CAPTION>
                                                                        CLASS A                                 CLASS B
                                                          ---------------------------------        ---------------------------------
                                                           SIX MONTHS            YEAR               SIX MONTHS            MARCH 30,
                                                              ENDED              ENDED                 ENDED               1994 TO
                                                             JUNE 30,          DECEMBER 31,          JUNE 30,           DECEMBER 31,
                                                               1995                1994                1995                1994<F1>
                                                           ------------        ------------        ------------        -------------
<S>                                                        <C>                 <C>                 <C>                 <C>
SHARES
Sold ...............................................          1,383,275           3,556,878              75,485             181,155
Issued for reinvestment of dividends ...............            488,720           1,310,239               2,894               3,539
                                                           ------------        ------------        ------------        -------------
                                                              1,871,995           4,867,117              78,379             184,694
Reacquired .........................................         (2,558,482)         (6,888,578)               (830)             (8,323)
                                                           ------------        ------------        ------------        -------------
Total increase (decrease) ..........................           (686,487)         (2,021,461)             77,549             176,371
                                                           ============        ============        ============        =============
AMOUNT
Sold ...............................................       $  9,619,177        $ 25,964,330        $    569,906        $  1,340,880
Issued for reinvestment of dividends ...............          4,452,320           9,728,020              26,461              25,691
                                                           ------------        ------------        ------------        -------------
                                                             14,071,497          35,692,350             596,367           1,366,571
Reacquired .........................................        (19,211,651)        (49,893,740)             (6,270)            (61,722)
                                                           ------------        ------------        ------------        -------------
Total increase (decrease) ..........................       $ (5,140,154)       $(14,201,390)       $    590,097        $  1,304,849
                                                           ============        ============        ============        =============
<FN>
<F1> From the commencement of offering Class B shares.
</FN>
</TABLE>



NOTE 4  SHAREHOLDER MEETING RESULTS
     A special meeting of the Funds' shareholders  was held March 21, 1995. Each
matter  voted  upon at the  meeting,  as well as the  number of votes  cast for,
against or withheld, and abstained, are set forth below:
1.   The Funds' shareholders elected the following nine directors:

<TABLE>
<CAPTION>

                                            COMPOSITE U.S. GOVERNMENT                COMPOSITE               COMPOSITE TAX-EXEMPT
                                               SECURITIES, INC.                   INCOME FUND, INC.             BOND FUND, INC.
                                           ------------------------       ---------------------------     --------------------------
                                                             SHARES          SHARES          SHARES  
                                            SHARES         WITHHOLDING      SHARES         WITHHOLDING     SHARES        WITHHOLDING
                                             VOTED          AUTHORITY        VOTED          AUTHORITY       VOTED         AUTHORITY
                                             "FOR"           TO VOTE         "FOR"           TO VOTE        "FOR"          TO VOTE
                                           ---------         -------       ---------          ------      ----------       -------  
<S>                                        <C>               <C>           <C>                <C>         <C>              <C>    
Wayne L. Attwood, M.D ..............       9,874,047         148,350       5,743,458          63,821      18,201,299       257,223
Kristianne Blake ...................       9,839,099         183,298       5,735,002          72,277      18,162,651       295,871
Anne V. Farrell ....................       9,870,287         152,110       5,735,341          71,938      18,164,549       293,973
Edwin J. McWilliams ................       9,881,774         140,623       5,730,823          76,456      18,194,645       263,877
Michael K. Murphy ..................       9,868,638         153,759       5,753,880          53,399      18,202,937       255,585
William G. Papesh ..................       9,884,799         137,598       5,747,323          59,956      18,237,998       220,524
Jay Rockey .........................       9,870,080         152,317       5,731,850          75,429      18,191,564       266,958
Leland J. Sahlin ...................       9,881,485         140,912       5,744,235          63,044      18,234,027       224,495
Richard C. Yancey ..................       9,879,972         142,425       5,746,767          60,512      18,211,479       247,043

<FN>
2.   The  Funds' shareholders  ratified  the  selection  by a  majority  of  the
     independent  members of the Funds' Board of Directors of LeMaster & Daniels
     as independent  accountants for each Fund for the current year,  subject to
     termination at any time without penalty.
</FN>

</TABLE>

<TABLE>
<CAPTION>
<S>    

                                                                         <C>              <C>            <C>

                                                                          SHARES          SHARES
                                                                           VOTED           VOTED
                                                                           "FOR"          AGAINST       ABSTAINED
                                                                        -----------       ------        --------
Composite U.S. Government Securities, Inc. .......................        9,563,799       56,805         401,792
Composite Income Fund, Inc. ......................................        5,556,031       31,439         219,808
Composite Tax-Exempt Bond Fund, Inc. .............................       17,965,642       44,466         448,414
</TABLE>


                                  A FAMILY OF
                                 FUNDS TO MEET
                                 MOST ANY NEED

                         MORE ABOUT THE COMPOSITE GROUP

                       DISCIPLINED INVESTMENT MANAGEMENT
     With more  than a  half-century  of  experience  investing  in all types of
market conditions,  we are convinced that discipline and patience are far better
friends than  speculation.  For many investors, short-term "opportunities"  have
resulted in longer-term problems. 

     The Composite  Group of Funds takes a long-term  view toward the management
of your  assets.  Each fund is managed with a specific  investment  objective in
mind, and contains a diversified  and carefully  chosen  portfolio of securities
that, in our opinion, best meet those objectives.


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

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

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

                          COMPOSITE NORTHWEST 50 FUND
     Composite  Northwest  50 Fund  seeks to  provide  investment  results  that
closely  correlate  to the  performance  of the  common  stocks  comprising  the
Northwest 50 Index,  which represents 50 companies  located or doing business in
the Pacific Northwest (Oregon, Washington, Idaho, Montana and Alaska).

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

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

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

                      TWO WAYS YOUR CASH CAN EARN ITS KEEP
     Composite Cash  Management Co. seeks to provide  current money market rates
of return, liquidity, and preservation of capital through its two portfolios.

     The Money Market portfolio invests in high-quality, short-term money market
obligations of banks, businesses, and the U.S. government.

     The Tax-Exempt  portfolio  invests in  high-quality,  short-term  municipal
bonds that are exempt from federal income tax.

     Both  portfolios are intended as repositories  for future cash needs,  with
draft-writing  privileges  available.  Please  note that  shares of the Fund are
neither insured nor guaranteed by the U.S. government.

                               OUR FEATURES WORK
                               TO YOUR ADVANTAGE
* Distinct portfolios to fit your objectives.
* Professional management.
* Portfolio diversification.
* Ease of exchange among funds.
* Most funds appropriate for IRAs.
* Periodic investment programs.*
* Level Payment Withdrawal programs.
* Automatic reinvestment of earnings.
* While regular monthly or quarterly  investment programs do not assure a profit
or protect against loss in a declining  market,  they do offer the potential for
enhanced growth over time.

                               WE'RE HERE TO HELP
     We encourage you to visit with your registered representative when you have
questions about your investments or a new goal you have in mind.


     But help is as  close  as your  phone,  as  well.  You may  call  Composite
Customer Service toll-free at 1-800-543-8072, Monday through Friday, 7:00 a.m. -
6:00 p.m., Pacific Time.

     Or,  if you  prefer,  you  can  have  virtual  24-hour  access  to  account
information  by  calling  the  Composite  INFO-LINE  at  1-800-662-3533  on your
touch-tone telephone.  When calling,  please be sure to have your account number
and personal identification number (the last four digits of your Social Security
or tax ID number) handy. Both are listed on your statement.

When calling INFO-LINE, press the
appropriate number on your touch-tone phone.
Account Balance:  2   Acct. #   PIN #   1
Fund Prices:  1  1  1
Speak with Customer Service:  0
Last Transaction:  2   Acct. #   PIN #   2  4
Money Market Yields:  1  1  2
Choose a New Option:  5

     For more information on any of the Composite Group funds, including charges
and  expenses,  write or call for a free  prospectus.  Please read it  carefully
before you invest or send money.

                    FOR FURTHER INFORMATION, PLEASE CONTACT:
                                  FUND OFFICES
                            Composite Group of Funds
                         601 W. Main Avenue, Suite 801
                             Spokane, WA 99201-0613
                             Phone: (509) 353-3550
                           Toll free: (800) 543-8072

                                    ADVISER
                      Composite Research & Management Co.
              1201 Third Avenue, Suite 1220 Seattle, WA 98101-3015

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

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

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

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


       OFFICERS

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


    BOARD OF DIRECTORS

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

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


<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL IFORMATION EXTRACTED FROM THE
REGISTRANT'S SEMIANNUAL REPORT AND FORM N-SAR WHICH ARE ON FILE WITH THE SECURITIES
AND EXCHANGE COMMISSION AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
DOCUMENTS.
</LEGEND>
<CIK> 0000701379
<NAME> COMPOSITE U.S. GOVERNMENT SECURITIES, INC. 
<SERIES>
  <NUMBER>   001
  <NAME>     CLASS A
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               JUN-30-1995
<INVESTMENTS-AT-COST>                      186,860,559 
<INVESTMENTS-AT-VALUE>                     186,835,683            
<RECEIVABLES>                                1,568,668
<ASSETS-OTHER>                                  25,584
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             188,429,935
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      568,905
<TOTAL-LIABILITIES>                            568,905
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                   194,515,792
<SHARES-COMMON-STOCK>                       17,711,375
<SHARES-COMMON-PRIOR>                       19,508,938
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                     (6,629,886)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       (24,876)   
<NET-ASSETS>                               186,275,605
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                            6,795,230
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                (939,177)
<NET-INVESTMENT-INCOME>                      5,856,053
<REALIZED-GAINS-CURRENT>                      (430,412)
<APPREC-INCREASE-CURRENT>                   16,756,807
<NET-CHANGE-FROM-OPS>                       22,182,448
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                   (5,824,045)
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        469,900
<NUMBER-OF-SHARES-REDEEMED>                 (2,685,317)
<SHARES-REINVESTED>                            417,854
<NET-CHANGE-IN-ASSETS>                      (1,270,276)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                   (6,199,474)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          581,377
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                939,177
<AVERAGE-NET-ASSETS>                       187,687,593
<PER-SHARE-NAV-BEGIN>                             9.64 
<PER-SHARE-NII>                                    .32
<PER-SHARE-GAIN-APPREC>                            .88
<PER-SHARE-DIVIDEND>                              (.32) 
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.52
<EXPENSE-RATIO>                                   1.00
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL IFORMATION EXTRACTED FROM THE
REGISTRANT'S SEMIANNUAL REPORT AND FORM N-SAR WHICH ARE ON FILE WITH THE SECURITIES
AND EXCHANGE COMMISSION AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
DOCUMENTS.
</LEGEND>
<CIK> 0000701379
<NAME> COMPOSITE U.S. GOVERNMENT SECURITIES, INC. 
<SERIES>
  <NUMBER>   002
  <NAME>     CLASS B
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               JUN-30-1995
<INVESTMENTS-AT-COST>                      186,860,559 
<INVESTMENTS-AT-VALUE>                     186,835,683            
<RECEIVABLES>                                1,568,668
<ASSETS-OTHER>                                  25,584
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             188,429,935
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      568,905
<TOTAL-LIABILITIES>                            568,905
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                   194,515,792
<SHARES-COMMON-STOCK>                          150,765
<SHARES-COMMON-PRIOR>                          110,309
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                     (6,629,886)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       (24,876)   
<NET-ASSETS>                                 1,585,425
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                            6,795,230
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                (939,177)
<NET-INVESTMENT-INCOME>                      5,856,053
<REALIZED-GAINS-CURRENT>                      (430,412)
<APPREC-INCREASE-CURRENT>                   16,756,807
<NET-CHANGE-FROM-OPS>                       22,182,448
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      (32,008)
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         52,472
<NUMBER-OF-SHARES-REDEEMED>                    (14,387)
<SHARES-REINVESTED>                              2,371
<NET-CHANGE-IN-ASSETS>                      (1,270,276)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                   (6,199,474)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          581,377
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                939,177
<AVERAGE-NET-ASSETS>                       187,687,593
<PER-SHARE-NAV-BEGIN>                             9.64 
<PER-SHARE-NII>                                    .27
<PER-SHARE-GAIN-APPREC>                            .88
<PER-SHARE-DIVIDEND>                              (.27) 
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.52
<EXPENSE-RATIO>                                   1.83
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission