COMPOSITE UNITED STATES GOVERNMENT SECURITIES INC
N-30D, 1997-02-19
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PORTFOLIO
COMPOSITION.........3

FUNDS'
INVESTMENT 
HIGHLIGHTS..........4

FUNDS'
PORTFOLIOS..........7

FINANCIAL
INFORMATION

  INDEPENDENT
  PUBLIC
  ACCOUNTANTS'
  REPORT..........16

  FINANCIAL
  STATEMENTS......17

  FINANCIAL
  HIGHLIGHTS......20

  NOTES TO
  FINANCIAL
  STATEMENTS......23

  MORE ABOUT
  THE COMPOSITE
  GROUP...........26

                 
                        FIVE KEY FORCES ARE EXPECTED TO
                       INFLUENCE THE MARKET FOR SOME TIME

[PHOTO:  WILLIAM G. PAPESH, PRESIDENT]
     The past year's  economy  began with  expectations  by some of a recession,
shifted to robust growth during  mid-year,  and  concluded  with almost  perfect
conditions as the year ended. These shifts in trends kept our portfolio managers
especially attentive to the likely longer-term implications for the fixed-income
markets.  It  also  reinforced  the  desirability  of  professional  management.
Although the period ended  December 31, 1996 was  difficult,  we're pleased with
our Funds' relative performance over time, as shown in the pages which follow.

MARKET FORCES ALLOW FOR FAVORABLE CONDITIONS
     During the remainder of the 1990s,  we expect that five  important  factors
will strongly  influence the bond market.  We feel these  recurring  themes will
allow the current, almost perfect, conditions of modest growth and low inflation
to persist.  Additionally,  we expect  interest  rates are likely to be centered
around current levels,  with a tendency to move lower. The five important forces
we see include:
   * First,  the  excessive  buildup  of debt of the  U.S.  government  and U.S.
consumers  has the  effect of  keeping  economic  growth  slow.  It does this by
placing a limit on the amount of new borrowing  that our government and American
consumers can take on. In the case of the government,  which accounts for 15% of
the overall economy,  there is evidence of some reduced  borrowing.  If Congress
adopts a balanced budget, this reduction can be expected to continue.
   * Second, foreign governments everywhere face a challenge similar to our own.
And, in most instances,  those  governments  account for a larger share of their
economy than ours does.
   * Third,  the  countries  of the  former  Soviet  Union,  East Asia and Latin
America are opening up. This has helped curb inflation by allowing each country,
including  ours,  to provide the world  market with the goods for which they are
the most efficient producer.
   * Fourth,  the Federal Reserve,  which controls U.S. monetary policy, is well
aware that a desirable way to reach efficient, stable growth is to follow a path
of low inflation.
   * Fifth,  changing U.S.  demographics are likely to have a positive impact on
financial markets. We can expect that aging baby boomers will begin to save more
for  retirement and will borrow less to purchase  goods.  
     It is our  feeling  that  those five  factors  will be with us for the next
three to five years.  Certainly,  volatility  will  continue to be a potentially
powerful  influence,  just as it was in 1994 when  interest  rates rose,  and in
1995, when rates fell.  Nevertheless,  we anticipate that today's interest rates
are likely to be typical of the  average  level of rates  through the end of the
century.

MUTUAL FUNDS DESIRABLE FOR MOST INVESTORS
     Those five factors  represent what, a few years ago, was popularly called a
macro  view.  And that raises the  question,  "What is the micro view - the view
from the personal perspective?"
     Unless you have a portfolio of several hundred thousand dollars that allows
you  to  diversify  your  holdings,  the  current  and  expected  future  market
conditions  continue to favor the benefits of investing in mutual funds, each of
which consists of a large number of securities.
     That is in contrast,  of course,  to owning a small selection of individual
securities.  With that approach comes the loss of several positive attributes of
mutual  funds:  Extra  risk is assumed  because of the lack of  diversification,
including  credit  or  call  risks  for  bonds  if you  buy  just  one  or  two.
Additionally,  liquidity is reduced and  professional  investment  management is
lost, as is simplified recordkeeping that comes from the umbrella provided by
owning a part of many securities within one mutual fund portfolio.

IMPORTANT CHANGES IN THE BOARD OF DIRECTORS
     An on-going  strength of the Composite  Group of Funds has been the counsel
and leadership provided by members of our Board of Directors. After more than 21
years as a  director  and a source of  valuable  guidance,  Edwin J.  McWilliams
retired from our Board in December 1996. We are deeply  appreciative  for all he
has done for Composite.
     Elected to succeed Mr. McWilliams was Daniel L. Pavelich,  chairman and CEO
of BDO Seidman,  the nation's seventh largest  accounting firm. Mr. Pavelich has
national and international perspectives, as well as an intimate knowledge of our
Pacific  Northwest  region,  having spent 27 years with  Seidman in Spokane.  He
moved recently to the firm's headquarters in Chicago. We are pleased to have Dan
join our Board.

YOUR CONFIDENCE IN COMPOSITE IS APPRECIATED
     In  closing,  I would like to express  our  gratitude  for those of you who
invest in our Composite  funds.  We encourage you to consider other funds in our
Composite Group to meet your varied  investment  objectives.  We appreciate your
continued  confidence  and we will do our utmost to help support your  financial
goals.

/s/
WILLIAM G. PAPESH
PRESIDENT
- --------------------------------------------------------------------------------
FOOTNOTE TO INVESTMENT PERFORMANCE CHARTS ON PAGES 4, 5 & 6

     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.  FUND  SHARES  ARE NOT  GUARANTEED  BY ANY  AGENCY  OF THE  U.S.
GOVERNMENT.
     COMPARISONS TO FUND PERFORMANCE ON THE FOLLOWING PAGES INCLUDE THE CONSUMER
PRICE INDEX  (CPI), AS A MEASURE OF CHANGE IN  CONSUMER  PRICES,  AND THE LEHMAN
BROTHERS GOVERNMENT (LBG), GOVERNMENT/CORPORATE (LGCB), AND MUNICIPAL BOND (LMB)
INDICES,  WHICH  ARE  CONSIDERED  REPRESENTATIVE  OF THE U.S.  GOVERNMENT,  U.S.
GOVERNMENT AND CORPORATE, AND MUNICIPAL BOND MARKETS.
     THESE INDICES ARE UNMANAGED  AND DO NOT REFLECT  ACTUAL  INVESTMENT-RELATED
EXPENSES  INCURRED  BY THE FUNDS  WITH  WHICH  THEY ARE  COMPARED.  FUND  VALUES
PRESENTED IN THE GRAPHS ARE FOR CLASS A SHARES.  CLASS B PERFORMANCE  WOULD VARY
DUE TO DIFFERENT EXPENSES. AVERAGE ANNUAL TOTAL RETURNS AND GRAPH VALUES INCLUDE
CHANGES IN SHARE PRICE AND  REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS.  UNLESS
OTHERWISE  INDICATED,  ALL FUND  PERFORMANCE IS CALCULATED  AFTER  DEDUCTING THE
MAXIMUM 4% SALES  CHARGE FOR CLASS A SHARES AND FOR CLASS B SHARES A  CONTINGENT
DEFERRED SALES CHARGE OF 4% FOR ONE YEAR OR 2% SINCE 3/30/94.  CLASS B YIELDS DO
NOT REFLECT CONTINGENT DEFERRED SALES CHARGES. THE YIELDS WOULD BE LOWER IF THEY
WERE REFLECTED. CLASS B INFORMATION IS PRESENTED SINCE 3/30/94, THE COMMENCEMENT
OF THEIR OFFERING.

<PAGE>

                              PORTFOLIO COMPOSITION
                PERCENTAGE OF NET ASSETS AS OF DECEMBER 31, 1996

COMPOSITE U.S. GOVERNMENT SECURITIES, INC.
SOLE ISSUER
Invests exclusively in obligations issued 
or guaranteed by the U.S. government and
investments secured by such obligations.

[PIE CHART]
ASSET ALLOCATION
Mortgage Pass Throughs 43%
Treasuries 25%
Collateralized Mortgage
  Obligations 21%
Mortgage, Adjustable
  Rate 9%
Cash and Other 2%

COMPOSITE INCOME FUND
TOP TEN ISSUERS
U.S. Treasury - 14%
Government National Mortgage Association-13%
Weyerhaeuser 1982 - C FHA Putable - 3%
United Mexican States, Series A and B - 3%
Time Warner, Inc. - 2%
Loral Corporation - 2%
Dart & Kraft Finance NV - 2%
Franchise Finance Corporation - 2%
Continental Corporation - 2%
Niagara Mohawk Power - 2%

[PIE CHART]
ASSET ALLOCATION
Corporate 48%
Mortgages 24%
Treasuries 14%
Cash and Other 10%
Foreign Obligations 4%

COMPOSITE TAX-EXEMPT BOND FUND
TOP TEN STATES
Washington - 21%
Illinois - 12%
California - 8%
Florida - 5%
Nebraska - 5%
New York - 4%
Arizona - 4%
Hawaii - 4%
Texas - 4%
Oregon - 4%

[PIE CHART]
ASSET ALLOCATION
Utility 24%
Industiral Development/
  Pollution Control 15%
Local General
  Obligation 15%
Prerefunded 15%
State General
  Obligation 11%
Other Revenue 11%
Cash and Other 6%
Education 3%

<PAGE>
                                 FUND HIGHLIGHTS
                   COMPOSITE U.S. GOVERNMENT SECURITIES, INC. 
                                                                   
KEY IMPACTS ON 1996 PERFORMANCE
     The economy  grew at a faster  pace than  expected  in 1996,  which  caused
interest rates to rise for most of the year and,  therefore,  limited returns to
investors   in    fixed-income    securities.    For   the   year,    rates   on
intermediate-maturity   securities  rose  0.85%.  Although  these  returns  were
relatively  minor,  it should be  remembered  that  inflation  remained low and,
because of that, the average fixed-income investor generally kept pace with cost
of living increases.
     The Fund's portfolio  consisted of a substantial  amount of mortgage-backed
securities,  which performed well in 1996. A favorable prepayment  environment -
the result of  relatively  subdued  interest  rate  volatility - was the primary
factor supporting this sector's strong relative performance.

WHAT'S AHEAD
     We look for mortgage-backed  securities to perform well again in 1997. As a
general rule, the best environment for mortgages is when prepayment expectations
are relatively stable. We believe this type of environment will exist because of
our view that 1997  interest  rates will not be  significantly  higher nor lower
than last year.
     Although we do not expect  major  shifts in interest  rates,  we do believe
that rates at today's levels represent good value.

KEY INVESTMENT STRATEGIES
     The Fund's  objective is to provide a high level of current  income that is
consistent   with  safety  and  liquidity.   We  accomplish  this  by  selecting
investments with an intermediate-maturity profile, by investing in a combination
of  mortgage-backed  and treasury  securities  which are obligations of, or have
collateral  guaranteed by, the U.S. government.  By taking advantage of changing
fundamentals   between  different   segments  of  the  mortgage  market  and  by
anticipating  broad  changes in interest  rates,  we feel we can add  additional
income to the Fund while  clearly  meeting the safety and  liquidity  objective.

INVESTMENT PERFORMANCE CHART:

INVESTMENT PERFORMANCE - COMPOSITE U.S. GOVERNMENT SECURITIES
- -------------------------------------------------------------
COMPARATIVE ENDING VALUES OF $10,000 INVESTED ON 12/31/86

KEY:  FUND CLASS A SHARES $20,119
      LGB (GOV'T. BONDS) $21,841
      CPI (INFLATION) $14,353

PAST PERFORMANCE CANNOT PREDICT FUTURE RESULTS.

AVERAGE ANNUAL TOTAL RETURNS
 
               WITH      WITHOUT
CLASS A        SALES      SALES      
SHARES         CHARGE    CHARGE
- ---------      -------   --------

ONE YEAR       -1.60%    2.48%
FIVE YEARS      5.09%    5.96%
TEN YEARS       7.24%    7.68%

CLASS B
SHARES
- ---------
ONE YEAR       -2.28%    1.58%
SINCE
  3/30/94       5.57%    6.22%
- ---------------------------------
        30-DAY CURRENT YIELDS
Class A Shares           5.71%
Class B Shares           5.08%
- ---------------------------------
See footnote on page 2 for additional information.

COMPOSITE U.S. GOVERNMENT 
SECURITIES                         LGB (GOV'T. BONDS)       CPI (INFLATION)
- -------------------------       ------------------------ ---------------------

12/31/86       $9,600                   $10,000                  $10,000
3/31/87        $9,712                   $10,117                  $10,145
6/30/87        $9,534                   $9,941                   $10,271
9/30/87        $9,338                   $9,673                   $10,407
12/31/87       $9,867                   $10,220                  $10,443
3/31/88       $10,267                   $10,557                  $10,543
6/30/88       $10,409                   $10,656                  $10,679
9/30/88       $10,553                   $10,836                  $10,842
12/31/88      $10,589                   $10,938                  $10,905
3/31/89       $10,661                   $11,054                  $11,068
6/30/89       $11,477                   $11,943                  $11,231
9/31/89       $11,577                   $12,042                  $11,312
12/31/89      $11,997                   $12,494                  $11,412
3/31/90       $11,945                   $12,339                  $11,647
6/30/90       $12,307                   $12,770                  $11,756
9/30/90       $12,536                   $12,876                  $12,009
12/31/90      $13,132                   $13,583                  $12,109
3/31/91       $13,458                   $13,878                  $12,217
6/30/91       $13,673                   $14,065                  $12,308
9/30/91       $14,391                   $14,867                  $12,416
12/31/91      $15,065                   $15,664                  $12,480
3/31/92       $14,857                   $15,390                  $12,606
6/30/92       $15,431                   $15,998                  $12,688
9/30/92       $15,937                   $16,788                  $12,787
12/31/92      $15,987                   $16,796                  $12,842
3/31/93       $16,534                   $17,554                  $12,995
6/30/93       $16,957                   $18,062                  $13,068
9/30/93       $17,294                   $18,649                  $13,131
12/31/93      $17,285                   $18,586                  $13,195
3/31/94       $16,648                   $18,027                  $13,321
6/30/94       $16,379                   $17,821                  $13,394
9/30/94       $16,384                   $17,896                  $13,520
12/31/94      $16,435                   $17,958                  $13,548
3/31/95       $17,375                   $18,804                  $13,701
6/31/95       $18,501                   $19,970                  $13,801
9/30/95       $18,812                   $20,324                  $13,864
12/31/95      $19,632                   $21,252                  $13,891
3/31/96       $19,095                   $20,772                  $14,090
6/30/96       $19,161                   $20,871                  $14,181
9/30/96       $19,475                   $21,222                  $14,281
12/31/96      $20,119                   $21,841                  $14,353


<PAGE>

COMPOSITE INCOME FUND 
                                                                  
KEY IMPACTS ON 1996 PERFORMANCE
     Fixed-income  returns,  although modest in 1996, still outpaced  inflation.
Despite  interest  rates  generally  being low by recent  historical  standards,
inflation  remained even lower.  This translated into positive  returns for Fund
shareholders, over and above their cost of living.
     As it became  apparent that the economy was growing  faster than  expected,
interest  rates  rose for most of the year,  limiting  returns to  investors  in
fixed-income securities. For the year, rates on intermediate-maturity securities
rose 0.85%.
     Performance  in 1996 was  enhanced by the Fund's  investments  in corporate
bonds,  which make up more than 50% of the portfolio.  A slow,  steadily growing
economy and subdued inflation  produced very favorable  conditions for corporate
America.  In the long run, the Fund  benefited  from the extra yield  associated
with corporate securities AND from the companies' growing financial strength.

WHAT'S AHEAD
     We  feel  that   continued   investments   in  corporate   securities   and
mortgage-backed securities should prove rewarding again in 1997.
     As for corporate  bonds, we believe  investments  should be concentrated in
the  non-cyclical  portions of the  economy,  such as  defense,  health care and
media. This is because those sectors produce stable credit measures, even if the
economy begins to slow.
     We are not  looking for  substantially  higher or lower  interest  rates in
1997. Because of that,  mortgage-backed securities should not be burdened with a
changing  prepayment  pattern.  Consequently,  they  should  continue to provide
investors with extra yield throughout the year.
     Interest  rates are likely to be centered  around  today's  levels,  with a
tendency to drift down  during the next few years.  A more  detailed  discussion
about  this is  included  in  this  report's  opening  message.  

KEY  INVESTMENT STRATEGIES
     The Fund's  objective is to provide a high level of current  income that is
consistent  with the  protection  of capital.  We  accomplish  this by selecting
investments  with  an  intermediate-maturity  profile  and  by  investing  in  a
combination of corporate, mortgage-backed and treasury securities.

INVESTMENT PERFORMANCE CHART:

INVESTMENT PERFORMANCE - COMPOSITE INCOME FUND
- -------------------------------------------------------------
COMPARATIVE ENDING VALUES OF $10,000 INVESTED ON 12/31/86

KEY:  FUND CLASS A SHARES $21,036
      LGCB (GOV'T./CORP. BONDS) $22,356
      CPI (INFLATION) $14,353

PAST PERFORMANCE CANNOT PREDICT FUTURE RESULTS.

AVERAGE ANNUAL TOTAL RETURNS
 
               WITH      WITHOUT
CLASS A        SALES      SALES      
SHARES         CHARGE    CHARGE
- ---------      -------   --------

ONE YEAR       -0.64%    3.46%
FIVE YEARS      6.47%    7.34%
TEN YEARS       7.72%    8.16%

CLASS B
SHARES
- ---------
ONE YEAR       -1.28%    2.59%
SINCE
  3/30/94       6.76%    7.40%
- ---------------------------------
        30-DAY CURRENT YIELDS
Class A Shares           5.95%
Class B Shares           5.34%
- ---------------------------------
See footnote on page 2 for additional information.

 
COMPOSITE INCOME FUND           LGB (GOV'T./CORP. BONDS)    CPI (INFLATION)
- -------------------------       ------------------------ ---------------------
12/31/86       $ 9,600                  $10,000             $10,000
3/31/87        $ 9,946                  $10,148             $10,145
6/30/87        $ 9,939                  $ 9,956             $10,271
9/30/87        $ 9,959                  $ 9,665             $10,407
12/31/87       $10,180                  $10,229             $10,443
3/31/88        $10,542                  $10,595             $10,543
6/30/88        $10,704                  $10,700             $10,679
9/30/88        $10,857                  $10,900             $10,842
12/31/88       $10,898                  $11,005             $10,905
3/31/89        $11,009                  $11,126             $11,068
6/30/89        $11,405                  $12,021             $11,231
9/31/89        $11,571                  $12,133             $11,312
12/31/89       $11,634                  $12,572             $11,412
3/31/90        $11,568                  $12,427             $11,647
6/30/90        $11,986                  $12,875             $11,756
9/30/90        $12,071                  $12,953             $12,009
12/31/90       $12,589                  $13,613             $12,109
3/31/91        $13,031                  $13,980             $12,217
6/30/91        $13,272                  $14,191             $12,308
9/30/91        $13,994                  $15,007             $12,416
12/31/91       $14,766                  $15,808             $12,480
3/31/92        $14,604                  $15,571             $12,606
6/30/92        $15,210                  $16,201             $12,688
9/30/92        $15,893                  $16,993             $12,787
12/31/92       $15,856                  $17,006             $12,842
3/31/93        $16,587                  $17,797             $12,995
6/30/93        $17,011                  $18,331             $13,068
9/30/93        $17,639                  $18,938             $13,131
12/31/93       $17,572                  $18,882             $13,195
3/31/94        $16,878                  $18,291             $13,321
6/30/94        $16,638                  $18,064             $13,394
9/30/94        $16,677                  $18,153             $13,520
12/31/94       $16,724                  $18,220             $13,548
3/31/95        $17,590                  $19,128             $13,701
6/30/95        $19,004                  $20,369             $13,801
9/30/95        $19,395                  $20,759             $13,864
12/31/95       $20,332                  $21,726             $13,891
3/31/96        $19,761                  $21,217             $14,090
6/30/96        $19,841                  $21,317             $14,181
9/30/96        $20,262                  $21,693             $14,281
12/31/96       $21,036                  $22,356             $14,353             


<PAGE>
                         COMPOSITE TAX-EXEMPT BOND FUND
                                                                   
KEY IMPACTS ON 1996 PERFORMANCE
     The year of 1996 did not match 1995's  unusually  high  double-digit  total
return but, after a roller coaster ride,  municipal bond investors  ended with a
positive  return.  Municipal  bonds began the year weighted down by worries that
radical tax reform would eliminate some of the tax benefits enjoyed by municipal
bondholders.  However,  municipal  yields  dropped  to a year's  low of 5.34% in
February as fears of such  far-reaching  changes faded and as investors'  demand
confronted a drop in the supply of  municipal  bonds.  Then,  yields took a hard
turn and rose to a high of 6.27% in June as it became  evident  that the economy
was growing faster than expected. Finally, municipal yields eased down and ended
the year at 5.64% as economic  growth  moderated  and  inflation  appeared to be
under control.

WHAT'S AHEAD
     In early  1997,  there  may be a  seasonal  contraction  in the  supply  of
municipal bonds. This condition would result in better  performance of municipal
bonds relative to treasuries.  However,  such a contraction is unlikely to be of
the magnitude experienced in early 1996.

KEY INVESTMENT STRATEGIES
     The Fund's  objectives are to provide a high level of current income exempt
from  federal  taxes  and to  protect  investors'  capital.  In  pursuing  these
objectives,  we  target a longer  maturity  range and a high  average  quality -
currently averaging 12.5 years in maturity and an Aa rating by Moody's.
     With the economy  currently  operating at its upper range,  interest  rates
have the  potential  at some time to move lower.  To protect  against  having to
reinvest called bonds at lower interest  rates, we currently have  approximately
50% of the portfolio in noncallable  bonds. We seek to exploit  opportunities in
different market sectors and individual issues while avoiding their pitfalls.

INVESTMENT PERFORMANCE CHART:

INVESTMENT PERFORMANCE - COMPOSITE TAX-EXEMPT BOND FUND
- -------------------------------------------------------------
COMPARATIVE ENDING VALUES OF $10,000 INVESTED ON 12/31/86

KEY:  FUND CLASS A SHARES $19,205
      LMB (MUNI BONDS) $21,218
      CPI (INFLATION) $14,353

PAST PERFORMANCE CANNOT PREDICT FUTURE RESULTS.

AVERAGE ANNUAL TOTAL RETURNS
 
               WITH      WITHOUT
CLASS A        SALES      SALES      
SHARES         CHARGE    CHARGE
- ---------      -------   --------

ONE YEAR       -1.53%    2.52%
FIVE YEARS      5.94%    6.81%
TEN YEARS       6.74%    7.18%

CLASS B
SHARES
- ---------
ONE YEAR       -2.29%    1.61%
SINCE
  3/30/94       5.34%    6.00%
- ---------------------------------
        30-DAY CURRENT YIELDS
Class A Shares           4.28%
Class B Shares           3.56%
- ---------------------------------
See footnote on page 2 for additional information.

 
COMPOSITE TAX-EXEMPT BOND FUND     LMB (Muni-bonds)           CPI (INFLATION)
- ------------------------------   ------------------------  ---------------------
12/31/86       $ 9,600                  $10,000                  $10,000
3/31/87        $ 9,897                  $10,328                  $10,145
6/30/87        $ 9,564                  $10,075                  $10,271
9/30/87        $ 9,342                  $10,107                  $10,407
12/31/87       $ 9,714                  $10,316                  $10,443
3/31/88        $10,080                  $10,625                  $10,543
6/30/88        $10,313                  $10,767                  $10,679
9/30/88        $10,534                  $11,030                  $10,842
12/31/88       $10,750                  $11,120                  $10,905
3/31/89        $10,834                  $11,221                  $11,068
6/30/89        $11,284                  $11,802                  $11,231
9/31/89        $11,288                  $11,846                  $11,312
12/31/89       $11,619                  $12,307                  $11,412
3/31/90        $11,616                  $12,342                  $11,647
6/30/90        $11,912                  $12,644                  $11,756
9/30/90        $11,890                  $12,637                  $12,009
12/31/90       $12,400                  $13,210                  $12,109
3/31/91        $12,643                  $13,537                  $12,217
6/30/91        $12,842                  $13,810                  $12,308
9/30/91        $13,368                  $14,361                  $12,416
12/31/91       $13,812                  $14,809                  $12,480
3/31/92        $13,803                  $14,797                  $12,606
6/30/92        $14,341                  $15,374                  $12,688
9/30/92        $14,673                  $15,821                  $12,787
12/31/92       $15,054                  $16,131                  $12,842
3/31/93        $15,653                  $16,756                  $12,995
6/30/93        $16,198                  $17,309                  $13,068
9/30/93        $16,790                  $17,929                  $13,131
12/31/93       $16,949                  $18,190                  $13,195
3/31/94        $15,877                  $17,226                  $13,321
6/30/94        $15,977                  $17,479                  $13,394
9/30/94        $16,014                  $17,601                  $13,520
12/31/94       $15,842                  $17,322                  $13,548
3/31/95        $16,996                  $18,521                  $13,701
6/31/95        $17,415                  $19,012                  $13,801
9/30/95        $17,815                  $19,680                  $13,864
12/31/95       $18,732                  $20,296                  $13,891
3/31/96        $18,344                  $20,163                  $14,090
6/30/96        $18,401                  $20,227                  $14,181
9/30/96        $18,796                  $20,632                  $14,281
12/31/96       $19,205                  $21,218                  $14,353

<PAGE>
<TABLE>
<CAPTION>
COMPOSITE 
U.S.
GOVERNMENT
SECURITIES, INC.
PORTFOLIO OF
INVESTMENTS
IN SECURITIES
DECEMBER 31,
1996     
  
                          COMPOSITE U.S. GOVERNMENT
                              SECURITIES PORTFOLIO


  PRINCIPAL                                                                     MARKET
   AMOUNT                                                                        VALUE
- ------------                                                                 ------------
<S>            <C>                                                           <C>
                           U.S. TREASURY BONDS-25.30%
$ 6,500,000    U.S. Treasury Bond, 7.50%, due 11/15/2016..................   $ 7,036,257
 15,000,000    U.S. Treasury Bond, 7.25%, due 05/15/2016..................    15,843,765
  7,250,000    U.S. Treasury Bond, 7.25%, due 08/15/2022..................     7,671,414
  5,500,000    U.S. Treasury Bond, 6.25%, due 08/15/2023..................     5,156,255
                                                                             ------------
               TOTAL U.S. TREASURY BONDS (cost $37,082,734)...............    35,707,691
                                                                             ------------
                        MORTGAGE-BACKED SECURITIES-73.23%
                GOVERNMENT NATIONAL MORTGAGE ASSOCIATION-51.82%
     56,691    14.00%, due 06/15/2011.....................................        66,523
     68,793    13.50%, due 09/15/2014 to 12/15/2014.......................        80,466
     16,303    11.50%, due 07/15/2015.....................................        18,525
  3,377,985    9.50%, due 07/15/2016 to 09/15/2020........................     3,653,504
  2,025,846    8.50%, due 05/15/2022......................................     2,100,549
  1,695,847    8.00%, due 04/15/2022......................................     1,731,885
 20,797,975    7.00%, due 07/15/2008 to 08/15/2023........................    20,912,340
 28,244,687    6.50%, due 08/15/2023 to 04/15/2026........................    26,982,516
  4,953,782    6.00%, due 04/20/2026......................................     4,572,961
  8,146,639    Adjustable Rate Mortgage, 7.125%, due 05/20/2022 to 09/20/2022  8,371,935
  2,819,278    Adjustable Rate Mortgage, 7.00%, due 12/20/2022............     2,412,467
  2,191,840    Adjustable Rate Mortgage, 6.50%, due 03/20/2022............     2,228,532
                                                                             ------------
                                                                              73,132,203
                                                                             ------------
                     COLLATERALIZED MORTGAGE OBLIGATIONS -
                               GNMA-BACKED-21.41%
    545,471    Federal National Mortgage Association, 8.50%, due 02/25/2018      548,487
  4,000,000    Federal National Mortgage Association, 8.25%, due 05/25/2020    4,091,952
  6,408,000    Federal National Mortgage Association, 8.00%, due 06/25/2005    6,538,063
  1,950,000    Federal National Mortgage Association, 7.50%, due 08/25/2001    1,991,742
  2,230,000    Federal National Mortgage Association, 6.00%, due 08/25/2007    2,188,790
    166,103    Federal National Mortgage Association, 5.75%, due 10/25/2010      165,740
  8,500,000    Federal Home Loan Mortgage Corporation, 6.85%, due 07/25/2018   8,482,065
  4,900,000    Merrill Lynch, 6.50%, due 08/27/2015.......................     4,761,075
    131,659    Morgan Stanley, 8.975%, due 06/01/2001.....................       132,090
  1,271,888    Mortgage Capital Trust, 9.25%, due 06/01/2017..............     1,313,941
                                                                             ------------
                                                                              30,213,945
                                                                             ------------
               TOTAL MORTGAGE-BACKED SECURITIES (cost $102,892,992).......   103,346,148
                                                                             ------------
                                                                           
                          SHORT-TERM INVESTMENT-0.90%
  1,265,000    Repurchase agreement with Goldman Sachs, collateralized
               by a U.S. Treasury Note, in a joint trading account at 6.15%,
               dated 12/31/1996, due 01/02/1997 with a maturity value of
               $1,265,432 (cost $1,265,000)...............................   $ 1,265,000
                                                                             ------------
               TOTAL INVESTMENTS (cost $141,240,726)......................   140,318,839
               Other assets ($1,320,356) less liabilities ($517,201)......       803,155
                                                                             ------------
               NET ASSETS.................................................  $141,121,994
                                                                             ============
FEDERAL INCOME TAX  INFORMATION:  
Net  unrealized  depreciation  of investments at December 31, 1996, of $921,887,
based on aggregate cost of $141,240,726,  was composed of gross  depreciation of
$3,037,198  for  investments  having  an  excess  of cost  over  value and gross
appreciation of $2,115,311 for investments  having an excess of value over cost.
As of  December  31,  1996,  the Fund  had  unused  capital  loss  caryovers  of
$6,834,842 for federal tax purposes which may be applied  against gains realized
in future years. If not applied, the carryovers will expire by 2004.

OTHER INFORMATION:
Purchases  and  sales  (including   maturities  and  principal   repayments)  of
investment securities, other than short-term investments, all of which were U.S.
government  securities,  aggregated  $24,901,952 and $55,906,619,  respectively,
during the year ended December 31, 1996. Principal repayments of mortgage-backed
securities aggregated $12,688,887.

See accompanying notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
COMPOSITE
INCOME 
FUND, INC.

PORTFOLIO OF
INVESTMENTS
IN SECURITIES
DECEMBER 31,
1996

                         COMPOSITE INCOME FUND PORTFOLIO

  PRINCIPAL                                                                     MARKET
   AMOUNT                                                                        VALUE
- ------------                                                                 -------------
<S>            <C>                                                           <C>
                        U.S. TREASURY OBLIGATIONS-14.38%
$ 4,225,000    U.S. Treasury Bond, 7.25%, due 08/15/2022..................   $ 4,470,582
  6,325,000    U.S. Treasury Bond, 6.25%, due 08/15/2023..................     5,929,694
  1,000,000    U.S. Treasury Note, 9.00%, due 05/15/1998..................     1,040,001
  1,000,000    U.S. Treasury Note, 7.75%, due 01/31/2000..................     1,046,876
  1,000,000    U.S. Treasury Note, 6.25%, due 10/31/2001..................     1,000,938
                                                                             -------------
               TOTAL U.S. TREASURY OBLIGATIONS (cost $13,200,857).........    13,488,091
                                                                             -------------
                        MORTGAGE-BACKED SECURITIES-23.84%
                            GOVERNMENT AGENCY-15.69%
    270,583    Federal Home Loan Mortgage Corporation,
                 9.00%, due 12/01/2004....................................       282,844
  1,748,675    Federal National Mortgage Association, 8.00%, due 12/01/2026    1,782,556
  1,561,098    Government National Mortgage Association,
                 7.00%, due 07/15/2023....................................     1,529,389
  9,128,807    Government National Mortgage Association,
                 6.50%, due 08/15/2023 to 04/15/2026......................     8,730,843
  2,565,974    Government National Mortgage Association,
                 6.00%, due 02/15/2024....................................     2,384,752
                                                                             -------------
                                                                              14,710,384
                                                                             -------------
                       COLLATERALIZED MORTGAGE OBLIGATIONS -
                         GOVERNMENT AGENCY BACKED-5.36%
    882,260    Federal Home Loan Mortgage Corporation, 8.75%, due 06/15/2005     900,920
  1,000,000    Federal Home Loan Mortgage Corporation, 7.50%, due 07/15/2020   1,015,020
  3,026,223    Weyerhaeuser 1982-C FHA Putable, 7.43%, due 06/01/2022.....     3,110,207
                                                                             -------------
                                                                               5,026,147
                                                                             -------------
                   COLLATERALIZED MORTGAGE OBLIGATIONS-2.79%
  1,750,000    Donaldson, Lufkin & Jenrette, 7.35%, due 12/18/2003........     1,733,506
     27,063    Merrill Lynch Mortgage Investors, 9.70%, due 06/15/2008....        27,229
  1,178,453    Resolution Trust Corporation - 1991-M2 - A-2,
                 7.55%, due 09/25/2020....................................       858,681
                                                                             -------------
                                                                               2,619,416
                                                                             -------------
               TOTAL MORTGAGE-BACKED SECURITIES (cost $22,477,170)........    22,355,947
                                                                             -------------
                             NON-CONVERTIBLE CORPORATE BONDS-43.57%

$ 1,000,000    Aetna Services, Inc., 7.625%, due 08/15/2026...............     1,011,652
    850,000    American Home Products Corporation, 7.25%, due 03/01/2023..       852,601
  1,000,000    AMR Corporation, 9.75%, due 03/15/2000.....................     1,090,150
  1,000,000    Bank of New York, 7.875%, due 11/15/2002...................     1,055,785
  1,000,000    Boeing Company, 8.75%, due 08/15/2021......................     1,179,313
  1,500,000    Burlington Northern, 8.75%, due 02/25/2022.................     1,691,088
  1,600,000    Burlington Resources, 9.125%, due 10/01/2021...............     1,879,762
  1,000,000    Coastal Corporation, 10.75%, due 10/01/2010................     1,280,729
    750,000    Conagra, Inc., 9.75%, due 03/01/2021.......................       910,781
  2,000,000    Continental Corporation, 7.25%, due 03/01/2003.............     2,023,698
    500,000    Crane Company, 8.50%, due 03/15/2004.......................       543,989
  2,000,000    Dart & Kraft Finance NV, 7.75%, due 11/30/1998.............     2,049,188
    500,000    Developers Diversified Realty, 6.58%, due 02/06/2001.......       491,316
  1,250,000    FHP International, 7.00%, due 09/15/2003...................     1,244,066
  1,000,000    First Nationwide, 10.00%, due 10/01/2006...................     1,162,050
  1,000,000    Fleming Companies, Inc., 5.77%, due 08/06/1998.............       908,494
  1,100,000    Franchise Finance Corporation, 7.875%, due 11/30/2005......     1,126,127
    900,000    Franchise Finance Corporation, 7.00%, due 11/30/2000.......       901,007
  1,000,000    General Motors Acceptance Corporation, 8.00%, due 04/10/1997    1,006,638
    850,000    Goldenbooks Publishing, 7.65%, due 09/15/2002..............       765,000
  1,450,000    Integon Corporation, 8.00%, due 08/15/1999.................     1,467,803
  1,250,000    Kemper Corporation, 6.875%, due 09/15/2003.................     1,251,646
  1,000,000    Loral Corporation, 8.375%, due 06/15/2024..................     1,111,000
  1,000,000    Loral Corporation, 7.625%, due 06/15/2025..................     1,026,178
  1,000,000    Manufacturers and Traders Trust Company, 8.125%, due 12/01/2002 1,060,647
    500,000    Mercantile Bank, 7.625%, due 10/15/2002....................       517,882
  1,000,000    Niagara Mohawk Power, 9.75%, due 11/01/2005................     1,045,094
    945,000    Niagara Mohawk Power, 8.77%, due 01/01/2018................       924,632
  1,000,000    Norwest Corporation, 6.65%, due 10/15/2023.................       910,843
  1,000,000    Pacific Gas and Electric, 9.08%, due 12/15/1997............     1,028,595
  1,400,000    Riviera Holdings Corporation, 11.00%, due 12/31/2002.......     1,442,000
    500,000    Summit Bancorp, 8.625%, due 12/10/2002.....................       541,446
  1,200,000    Texas Utilities Electric, 9.50%, due 08/01/1999............     1,280,363
  2,000,000    Time Warner, Inc., 9.15%, due 02/01/2023...................     2,173,004
  1,000,000    Westinghouse Corporation, 7.875%, due 09/01/2023...........       942,620
  1,000,000    Weyerhaeuser Corporation, 7.125%, due 07/15/2023...........       962,684
                                                                             -------------
               TOTAL NON-CONVERTIBLE CORPORATE BONDS (cost $40,139,663)...    40,859,871
                                                                             -------------


    SHARES
- -------------
                        CONVERTIBLE CORPORATE BONDS-4.85%
    398,000    Air Wisconsin, 7.75%, due 06/15/2010.......................       384,568
    825,000    CII Financial, 7.50%, due 09/15/2001.......................       744,562
  1,500,000    Costco Wholesale Corporation, 5.75%, due 05/15/2002........     1,445,625
  1,400,000    Integrated Device Technology, 5.50%, due 06/01/2002........     1,242,500
    350,000    Meditrust, 7.50%, due 03/01/2001...........................       386,313
    500,000    Veterinary Centers of America, 5.25%, due 05/01/2006.......       342,500
                                                                             -------------
               TOTAL CONVERTIBLE CORPORATE BONDS (cost $4,306,155)........     4,546,068
                                                                             -------------
                     U.S. DOLLAR FOREIGN OBLIGATIONS-3.90%
  1,000,000    Province of Alberta, 9.25%, due 04/01/2000.................     1,089,430
  1,750,000    United Mexican States, Series A, 6.25%, due 12/31/2019.....     1,284,062
  1,750,000    United Mexican States, Series B, 6.25%, due 12/31/2019.....     1,284,062
                                                                             -------------
               TOTAL FOREIGN OBLIGATIONS (cost $3,011,357)................     3,657,554
                                                                             -------------
     SHARES
  ------------
                             PREFERRED STOCKS-2.33%
      2,000    California Federal Bank....................................       221,500
     24,600    First Industrial Realty Trust..............................       630,375
     14,000    Integon Corporation (Convertible)..........................       752,500
      6,000    Microsoft Corporation (Convertible)........................       480,750
      4,700    Wellsford Residential Property Trust (Convertible).........        97,525
                                                                             -------------
               TOTAL PREFERRED STOCK (cost $2,065,857)....................     2,182,650
                                                                             -------------
  PRINCIPAL
   AMOUNT
 ------------  
                          REPURCHASE AGREEMENT-4.71%
$ 4,419,000    Repurchase agreement with Goldman Sachs, collateralized by
               a U.S. Treasury Note, in a joint trading account at 6.15%,
               dated 12/31/1996, due 01/02/1997, with a maturity value of
               $4,420,510 (cost $4,419,000)...............................     4,419,000
                                                                             -------------
               TOTAL INVESTMENTS (cost $89,620,059).......................    91,509,181
               Other assets ($2,509,987), less liabilities ($239,890).....     2,270,097
                                                                             -------------
               NET ASSETS.................................................  $ 93,779,278
                                                                             =============
FEDERAL INCOME TAX INFORMATION:
Net unrealized  appreciation of investments at December 31, 1996, of $1,889,122,
based on aggregate cost of  $89,620,059,  was composed of gross  appreciation of
$2,744,992 for those  investments  having an excess of value over cost and gross
depreciation of $855,870 for investments having an excess of cost over value. As
of December 31, 1996,  the Fund had unused capital loss caryovers of $14,333,667
for federal tax purposes  which may be applied  against gains realized in future
years. If not applied, the carryovers will expire by 2003.

OTHER INFORMATION:
Purchases  and  sales  (including   maturities  and  principal   repayments)  of
investment securities, other than short-term investments, aggregated $37,693,348
and  $44,000,352,  respectively,  during  the  year  ended  December  31,  1996,
including purchases and sales of U.S.  government  securities of $16,395,264 and
$18,299,050,  respectively.  Principal repayments of mortgage-backed  securities
aggregated $3,218,992.

See accompanying notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
COMPOSITE
TAX-EXEMPT
BOND FUND,
INC.

PORTFOLIO OF
INVESTMENTS
IN SECURITIES
DECEMBER 31,
1996
                    COMPOSITE TAX-EXEMPT BOND FUND PORTFOLIO
  PRINCIPAL                                                                     MARKET
   AMOUNT                                                                        VALUE
- -------------                                                                --------------
                      LONG-TERM MUNICIPAL OBLIGATION-94.80%
                       EDUCATION FACILITIES REVENUE-2.53%
                                                                   
 <S>           <C>                                                           <C>
  $ 785,000    University of Washington Housing and Dining,
                 7.00%, due 12/01/2021....................................    $  875,707
  4,500,000    Washington State Higher Education Facilities, Pacific Lutheran
                University Project, (CONNIE LEE), 5.70%, due 11/01/2026..      4,407,975
                                                                             --------------
                                                                               5,283,682
                                                                             --------------
                           GENERAL OBLIGATION-26.59%
  5,000,000    Cook County Illinois, (FGIC), 5.875%, due 11/15/2022.......     5,050,700
  5,000,000    Georgia State, 6.30%, due 03/01/2009.......................     5,564,950
  5,555,000    Hawaii State, 6.40%, due 03/01/2009........................     6,195,158
  2,000,000    Honolulu City & County, 6.00%, due 01/01/2012..............     2,151,160
  4,000,000    King County Washington Ref-Sewer Series C,
                 5.25%, due 01/01/2021....................................     3,803,760
  4,500,000    King County Washington School District #415 Kent,
                 Series C, 6.30%, due 12/01/2008..........................     4,962,735
  9,000,000    New York City, Series E, 6.00%, due 08/01/2026.............     8,774,640
  6,230,000    Washington County, Oregon (Criminal Justice Facilities),
                 6.00%, due 12/01/2012....................................     6,527,109
  7,570,000    Washington State, Series B, 5.00%, due 05/01/2017..........     7,070,077
  4,900,000    Washington State, Series B, 6.40%, due 06/01/2017..........     5,439,882
                                                                             -------------
                                                                              55,540,171
                                                                             -------------
                             HOSPITAL REVENUE-2.31%
  1,750,000    Washington Health Care Facilities Authority,
                 Fred Hutchinson Cancer Center, 7.375%, due 01/01/2018....     1,887,025
  1,750,000    Washington Health Care Facilities Authority,
                 Fred Hutchinson Cancer Center, 7.20%, due 01/01/2007.....     1,853,582
  1,000,000    Wisconsin Health & Education Facility Authority, Waukesha
                 Memorial Hospital Series A, (AMBAC), 7.125%, due 08/15/2007   1,098,320
                                                                             -------------
                                                                               4,838,927
                                                                             -------------
                             INDUSTRY DEVELOPMENT/
                        POLLUTION CONTROL REVENUE-15.01%
  5,000,000    Mayor & City Council of Baltimore Port Facility (DuPont),
                 6.50%, due 10/01/2011....................................     5,482,250
  3,665,000    Chicago Gas Supply (Peoples Gas), 6.875%, due 03/01/2015...     3,953,802
  1,500,000    Lordsburg Pollution Control (Phelps Dodge),
                 6.50%, due 04/01/2013....................................     1,587,045
  4,000,000    Lowndes County Solid Waste Disposal & Pollution Control
                 (Weyerhaeuser), 6.80%, due 04/01/2022....................     4,596,520
  4,370,000    Mercer County Pollution Control (Otter Tail Power),
                 6.90%, due 02/01/2019....................................     4,686,869
  6,000,000    San Diego Industrial Development (San Diego Gas &
                 Electric), Series A, (AMBAC), 5.90%, due 06/01/2018......     6,113,100
  5,000,000    Valdez Marine Term (Mobil Alaska Pipeline), 5.75%, 
                 due 11/01/2028 ..........................................     4,941,950
                                                                             -------------
                                                                              31,361,536
                                                                             -------------
                       LEASE RENTAL/MUNICIPAL LEASE-1.96%
  3,000,000    Orange County Recovery Certificate of Participation,
                 Series A, (MBIA), 6.00%, due 07/01/2026..................     3,091,770
  1,000,000    Oregon State Department of Administrative Services, Certificate
                 of Participation, Series A, (MBIA), 5.50%, due 11/01/2020       992,700
                                                                             -------------
                                                                               4,084,470
                                                                             -------------
                        PUBLIC FACILITIES REVENUE-6.95%
  6,000,000    Metropolitan Pier and Exposition Authority Dedicated State Tax,
                 zero coupon, (FGIC), due 06/15/2009......................     3,045,060
  4,000,000    Metropolitan Pier and Exposition Authority Dedicated State Tax,
                 zero coupon, (FGIC), due 06/15/2008......................     2,167,720
  5,000,000    San Francisco California City & County Airport Commn
                 International Airport, 5.625% (FGIC), due 05/01/2021.....     4,993,000
  4,500,000    Texas State Turnpike Authority, Dallas Northway  
                 President George Bush Turnpike, (FGIC), 5.25%, 
                 due 01/01/2023 ..........................................     4,312,350
                                                                             -------------
                                                                              14,518,130
                                                                             -------------
                               PREREFUNDED-15.35%
  4,000,000    Chicago Wastewater Transmission Revenue, 6.75%, due 11/15/2020  4,406,960
  2,225,000    Colorado Springs Utilities System Revenue, 6.75%, 
                    due 11/15/2021 .......................................     2,483,234
  3,000,000    Harris County Toll Road Revenue, 8.25%, due 08/15/2007.....     3,288,030
  5,000,000    Illinois State Sales Tax Revenue Series N, 7.00%, 
                    due 06/15/2020 .......................................     5,595,450
  3,000,000    Santa Barbara County Certificate of Participation,
                 7.40%, due 02/01/2007....................................     3,309,060
  2,750,000    Snohomish County School District #2 -
                 Everett General Obligation, 7.20%, due 12/01/2010........     3,048,320
  2,000,000    Spokane County Water District #3 Revenue,
                 7.60%, due 01/01/2008....................................     2,136,840
    215,000    University of Washington Housing and Dining Revenue Bond,
                 7.00%, due 12/01/2021....................................       242,273
  3,185,000    University of Washington Housing and Dining Revenue Bond,
                 7.00%, due 12/01/2021....................................     3,595,037
  3,500,000    Washington Public Power Supply System Nuclear Project
                 Number 2 Revenue, 7.625%, due 07/01/2010.................     3,954,230
                                                                             -------------
                                                                              32,059,434
                                                                             -------------
                             UTILITY REVENUE-24.10%
  1,235,000    Anchorage Electric Utility, (MBIA), 6.50%, due 12/01/2013..     1,382,162
  2,775,000    Colorado Springs Utilities System, 6.75%, due 11/15/2021...     3,043,204
  6,000,000    Indiana Municipal Power Agency, Series A,
                 6.125%, (MBIA), due 01/01/2013...........................     6,465,480
  5,000,000    Jacksonville Electric Authority, (St. Johns River 
                 Power-2-Series 7), 5.75%, due 10/01/2012.................     5,107,350
  5,000,000    Memphis Electric System, 5.625%, due 01/01/2002............     5,252,800
  5,000,000    North Carolina Eastern Municipal Power, 7.00%, due 01/01/2008   5,538,750
  7,000,000    Omaha Public Power District Electric, Series B,
                 6.15%, due 02/01/2012....................................     7,669,620
  2,000,000    Omaha Public Power District Electric, Series C,
                 5.50%, due 02/01/2014....................................     2,043,360
  5,000,000    Orlando Utilities Commission Water & Electric,
                 6.00%, due 10/01/2010....................................     5,412,050
  5,000,000    Salt River Project Agricultural Improvement & Power District
                 Electrical System, Series C, 6.25%, due 01/01/2019.......     5,249,500
  3,000,000    Salt River Project Improvement & Power District
                 Electrical System, Series A, 5.75%, due 01/01/2009.......     3,166,530
                                                                             -------------
                                                                              50,330,806
                                                                             -------------
               TOTAL LONG-TERM MUNICIPAL OBLIGATIONS (cost $183,099,293)..   198,017,156
                                                                             =============
                     SHORT-TERM MUNICIPAL OBLIGATIONS-5.59%
    700,000    Delaware State Economic Development, Variable
                 Rate Demand Obligation, 3.60%*...........................       700,000
    500,000    Garfield County, Oklahoma Industrial Authority, Variable Rate
                 Demand Obligation, 3.45%*................................       500,000
  1,500,000    Huntington Beach, California Multifamily Housing Revenue,
                 Variable Rate Demand Obligation, 3.35%*..................     1,500,000
    400,000    L.A. California Regional Airports, Improvement Corporate
                 Lease Revenue, Variable Rate Demand Obligation, 3.65%*...       400,000
  1,000,000    Michigan State Hospital Financial Authority Hospital Equipment
                 Loan Program Insured, Variable Rate Demand Obligation, 3.55%* 1,000,000
  6,071,900    Nuveen Tax-Exempt Money Market Fund........................     6,071,900
  1,500,000    Wilmington Hospital Revenue, Franciscan Health, Series A,
                 Variable Rate Demand Obligation, 3.65%*..................     1,500,000
                                                                             -------------
               TOTAL SHORT-TERM MUNICIPAL OBLIGATIONS (cost $11,671,900)..    11,671,900
                                                                             -------------
               TOTAL INVESTMENTS (cost $194,771,193)......................   209,689,056
               Other assets ($3,302,247) less liabilities ($4,119,520)....      (817,273)
                                                                             -------------
               NET ASSETS.................................................  $208,871,783
                                                                             =============
*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.

AMBAC = AMBAC Indemnity Corporation
CONNIE LEE = College Construction Loan Insurance Association
FGIC = Financial Guaranty Insurance Company
MBIA = Municipal Bond Insurance Association

FEDERAL INCOME TAX INFORMATION:
Net unrealized  appreciation of investments at December 31, 1996, of $14,917,863
based on aggregate cost of  $194,771,193  was composed of gross  appreciation of
$14,922,434  for  investments  having  an  excess  of value  over cost and gross
depreciation of $4,571 for  investments  having an excess of cost over value. As
of December 31, 1996, the Fund had unused capital loss  carryovers of $1,991,447
for federal tax purposes  which may be applied  against gains realized in future
years. If not applied, the carryovers will expire by 2004.

OTHER INFORMATION:
Purchases and sales of investment securities, other than short-term investments,
aggregated  $42,644,538  and  $59,159,046,  respectively,  during the year ended
December 31, 1996.

See accompanying notes to financial statements.

</TABLE>
<PAGE>

                     INDEPENDENT PUBLIC ACCOUNTANTS' REPORT

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF:
COMPOSITE U.S. GOVERNMENT SECURITIES, INC.
COMPOSITE INCOME FUND, INC.
COMPOSITE TAX-EXEMPT BOND FUND, INC.

     We have audited the  accompanying  statements of assets and  liabilities of
Composite U.S.  Government  Securities,  Inc.,  Composite Income Fund, Inc., and
Composite Tax-Exempt Bond Fund, Inc., including the investment portfolios, as of
December 31, 1996 and the related  statements  of  operations  for the year then
ended and the  related  statements  of changes in net assets for the years ended
December 31, 1996 and 1995. For Composite  Tax-Exempt  Bond Fund,  Inc., we have
audited the financial  highlights for each of the five years in the period ended
December 31, 1996. For Composite U.S. Government Securities, Inc., and Composite
Income Fund, Inc., we have audited the financial highlights for each of the five
fiscal years in the period ended December 31, 1996.  These financial  statements
and financial  highlights are the responsibility of the Funds'  management.  Our
responsibility  is to  express  an opinion  on these  financial  statements  and
financial highlights based on our audits.
     We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures included confirming  securities owned as of December
31, 1996, by correspondence with the custodian. An audit also includes assessing
the accounting principles used and significant estimates made by management,  as
well as evaluating the overall financial statement presentation.  We believe our
audits provide a reasonable basis for our opinion.
     In our opinion,  the  financial  statements  and the  financial  highlights
referred to above  present  fairly,  in all  material  respects,  the  financial
position of Composite U.S. Government  Securities,  Inc., Composite Income Fund,
Inc., and Composite Tax-Exempt Bond Fund, Inc., as of December 31, 1996, and the
results  of their  operations,  the  changes  in their  net  assets,  and  their
financial  highlights for the above-stated  periods in conformity with generally
accepted accounting principles.

LeMASTER & DANIELS pllc
CERTIFIED PUBLIC ACCOUNTANTS
SPOKANE, WASHINGTON
JANUARY 24, 1997
<PAGE>
<TABLE>
<CAPTION>

                                                 STATEMENTS OF ASSETS AND LIABILITIES
                                                           DECEMBER 31, 1996
     
                                                  COMPOSITE        COMPOSITE     COMPOSITE
                                                U.S. GOVERNMENT     INCOME      TAX-EXEMPT
                                                SECURITIES, INC.  FUND, INC.  BOND FUND, INC.
                                                ---------------- ------------ ---------------
<S>                                              <C>            <C>            <C>             
ASSETS
Investments at market (identified cost 
  $141,240,726, $89,620,059, and 
  $194,771,193, respectively)..................  $140,318,839   $ 91,509,181   $209,689,056
Cash...........................................        10,273              -         11,724
Prepaid expenses...............................        17,305         14,228         19,453
Receivable for:
  Investment securities sold...................             -      1,040,177              -
  Interest.....................................     1,160,997      1,399,985      3,261,274
  Sale of Fund's shares........................       131,781         55,597          9,796
                                                 -------------  -------------  -------------
Total assets...................................   141,639,195     94,019,168    212,991,303
                                                 -------------  -------------  -------------
LIABILITIES
Payable for:
  Investment securities purchased..............             -              -      3,795,200
  Repurchase of Fund's shares..................       279,400         72,320         73,672
  Dividends....................................       187,140        129,255        199,893
  Accrued expenses and other payables..........        50,661         38,315         50,755
                                                 -------------  -------------  -------------
Total liabilities..............................       517,201        239,890      4,119,520
                                                 -------------  -------------  -------------
NET ASSETS ....................................  $141,121,994   $ 93,779,278   $208,871,783
                                                 =============  =============  =============
COMPOSITION OF NET ASSETS
Capital stock, at par..........................       $ 1,349      $ 102,442        $ 2,667
Additional paid-in capital.....................   148,877,374    106,384,672    195,942,700
Accumulated net realized loss..................    (6,834,842)   (14,596,958)    (1,991,447)
Net unrealized appreciation
  (depreciation) of investments................      (921,887)     1,889,122     14,917,863
                                                 -------------  -------------  -------------
                                                 $141,121,994   $ 93,779,278   $208,871,783
                                                 =============  =============  =============
SHARES OUTSTANDING ............................    13,487,368     10,244,233     26,674,785
                                                 =============  =============  =============
CLASS A SHARES:
  Net asset value and redemption price per share
   (net assets of $138,159,478, $86,657,040, and
   $203,606,240, respectively, for 13,204,217,
   9,467,260, and 26,002,410 shares outstanding,
   respectively)...............................      $10.46         $ 9.15         $ 7.83
                                                 =============  =============  =============
Offering price per share (100/96 of net asset
  value per share).............................      $10.90         $ 9.53         $ 8.16
                                                 =============  =============  =============
CLASS B SHARES:
  Net asset value, offering price and redemption price
   per share (net assets of $2,962,516, $7,122,238, and
   $5,265,543, respectively, for 283,151, 776,973, and
   672,375 shares outstanding, respectively)...      $10.46         $ 9.17         $ 7.83
                                                 =============  =============  =============
On sales of $25,000 or more, the offering price of Class A is reduced.
A contingent deferred sales charge may be imposed on redemptions for 
Class B shares.


See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                       STATEMENTS OF OPERATIONS
                                                 FOR THE YEAR ENDED DECEMBER 31, 1996

                                                                    COMPOSITE       COMPOSITE     COMPOSITE
                                                                  U.S. GOVERNMENT     INCOME      TAX-EXEMPT
                                                                 SECURITIES, INC.   FUND, INC.  BOND FUND, INC.
                                                                 ---------------- ------------- ---------------
<S>                                                               <C>            <C>            <C> 
INVESTMENT INCOME
  Interest income...............................................  $10,992,841     $ 7,234,241    $12,265,409
                                                                 ---------------- ------------- ---------------
Expenses:
  Management fees...............................................      984,485         599,008      1,065,379
  Distribution expenses - Class A...............................      218,510         133,640        315,034
  Distribution expenses - Class B...............................       26,484          57,828         40,939
  Shareholder servicing - Class A...............................      143,139         107,315         98,854         
  Shareholder servicing - Class B...............................        3,006           6,943          3,862
  Postage, printing and office expense..........................      100,393          66,392         68,690
  Registration and filing fees..................................       24,099          25,197         17,971
  Custodial fees................................................       26,899          20,258         23,963
  Auditing and legal fees.......................................        9,542           9,162         11,067
  Directors' fees...............................................        7,390           7,390          7,474
  Insurance.....................................................        4,658           3,393          6,961
                                                                 ---------------- ------------- --------------
Total expenses..................................................    1,548,605       1,036,526      1,660,194
Fees paid indirectly............................................       (3,182)         (7,838)        (3,437)
                                                                 ---------------- ------------- --------------
Net expenses....................................................    1,545,423       1,028,688      1,656,757
                                                                 ---------------- ------------- --------------
Net investment income...........................................    9,447,418       6,205,553     10,608,652
                                                                 ---------------- ------------- --------------
NET REALIZED AND UNREALIZED
GAIN ON INVESTMENTS
Realized gain (loss) from investment transactions...............     (386,962)      1,098,430     (1,336,656)
Unrealized depreciation of investments during the year..........   (6,198,006)     (4,354,365)    (4,335,561)
                                                                 ---------------- ------------- --------------
Net realized and unrealized loss on investments.................   (6,584,968)     (3,255,935)    (5,672,217)
                                                                 ---------------- ------------- --------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS ......................................  $ 2,862,450     $ 2,949,618    $ 4,936,435
                                                                 ================ ============= ==============
See accompanying notes to financial statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                  STATEMENTS OF CHANGES IN NET ASSETS

                                                 COMPOSITE                COMPOSITE                 COMPOSITE
                                              U.S. GOVERNMENT              INCOME                TAX-EXEMPT BOND
                                              SECURITIES, INC.            FUND, INC.                FUND, INC.
                                           ------------------------ ------------------------ --------------------------
                                             FOR THE YEARS ENDED      FOR THE YEARS ENDED       FOR THE YEARS ENDED          
                                                DECEMBER 31,             DECEMBER 31,             DECEMBER 31, 
                                               1996        1995         1996        1995          1996         1995
                                           ------------ ----------- ----------- ------------ ------------ -------------
<S>                                        <C>         <C>          <C>           <C>          <C>          <C>           
OPERATIONS
Net Investment Income...................   $ 9,447,418 $ 11,232,651 $ 6,205,553   $ 6,281,269  $ 10,608,652 $ 11,380,408

Realized gain (loss) from investment
  transactions..........................      (386,962)    (248,406)  1,098,430      (964,092)   (1,336,656)     709,951

Unrealized appreciation (depreciation)
  of investments during the year........    (6,198,006)  22,057,802  (4,354,365)   13,282,886    (4,335,561)  25,628,133
                                           ------------ ----------- ------------  ------------ ------------- ------------ 
Net increase in net assets
  resulting from operations.............     2,862,450   33,042,047   2,949,618    18,600,063     4,936,435   37,718,492

DISTRIBUTIONS TO SHAREHOLDERS
Dividends from net investment income:
  Class A...............................    (9,312,060 )(11,152,866)  (5,877,677)  (6,093,671)  (10,445,418) (11,301,739)
  Class B...............................      (135,358)     (79,785)    (327,876)    (187,598)     (163,235)     (78,669)

NET CAPITAL SHARE TRANSACTIONS
  Class A...............................   (32,648,901) (32,402,457)  (7,741,496)  (2,476,599)  (20,829,678) (11,515,781)
  Class B...............................       840,035      977,583    2,790,064    1,743,650     2,636,917    1,218,551
                                           ------------ -----------  -----------  ------------ ------------- ------------
Total increase (decrease) in net assets    (38,393,834)  (9,615,478)  (8,207,367)  11,585,845   (23,864,979)  16,040,854

NET ASSETS
Beginning of the year...................   179,515,828  189,131,306  101,986,645   90,400,800   232,736,762  216,695,908
                                           ------------ -----------  -----------  ------------ ------------- ------------           
End of the year.....................      $141,121,994 $179,515,828 $ 93,779,278 $101,986,645  $208,871,783 $232,736,762
                                           ============ ===========  ===========  ============ ============= ============

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

                                                        FINANCIAL HIGHLIGHTS
                                        (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

COMPOSITE U.S. GOVERNMENT SECURITIES, INC.

CLASS A                                                                                                 
                                                                                                       TEN MONTHS 
                                                                      YEARS ENDED DECEMBER 31,           ENDED
                                                            -----------------------------------------   DEC. 31,                    
                                                                1996       1995      1994      1993      1992(3)
                                                            ------------ --------- --------- -------- ------------
<S>                                                           <C>         <C>       <C>       <C>        <C>       

NET ASSET VALUE, BEGINNING OF PERIOD ......................     $10.84    $ 9.64    $10.79     $10.63    $10.53
                                                            ------------ --------- --------- -------- ------------
INCOME FROM INVESTMENT OPERATIONS
 Net Investment Income.....................................       0.63      0.63      0.63       0.69      0.62
 Net Gains or Losses on Securities
  (both realized and unrealized)...........................      (0.38)     1.20     (1.15)      0.16      0.10
                                                            ------------ --------- --------- -------- ------------
   Total From Investment Operations........................       0.25      1.83     (0.52)      0.85      0.72
                                                            ------------ --------- --------- -------- ------------
LESS DISTRIBUTIONS
 Dividends (from net investment income)....................      (0.63)    (0.63)    (0.63)     (0.69)    (0.62)
                                                            ------------ --------- --------- -------- ------------
NET ASSET VALUE, END OF PERIOD ............................     $10.46    $10.84    $ 9.64     $10.79    $10.63
                                                            ============ ========= ========= ======== ============
TOTAL RETURN (1) ..........................................       2.48%    19.45%    -4.91%      8.12%     7.03%

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period ($1,000's)......................    $138,159   $177,310  $188,068  $268,112  $207,501
 Ratio of Expenses to Average Net Assets(2) ...............       0.97%     1.01%     0.97%      0.99%     0.99%(5)
 Ratio of Net Income to Average Net Assets.................       6.01%     6.08%     6.19%      6.29%     6.98%(5)
 Portfolio Turnover Rate ..................................        16%         8%       34%        51%       11%(5)

 </TABLE>
<TABLE>
<CAPTION>
                                                                                         MARCH 30
                                                               YEARS ENDED DECEMBER 31,     TO
CLASS B                                                        ------------------------  DEC. 31,
                                                                 1996           1995      1994(4)
                                                               ---------      --------- ----------
<S>                                                             <C>            <C>       <C>        
NET ASSET VALUE, BEGINNING OF PERIOD ......................     $10.84         $ 9.64    $10.24
INCOME FROM INVESTMENT OPERATIONS                              ---------      --------- ----------
 Net Investment Income.....................................       0.54           0.54      0.41
 Net Gains or Losses on Securities
  (both realized and unrealized)...........................      (0.38)          1.20     (0.60)
                                                               ---------      --------- ----------
   Total From Investment Operations........................       0.16           1.74     (0.19)
                                                               ---------      --------- ----------
LESS DISTRIBUTIONS
 Dividends (from net investment income)....................      (0.54)         (0.54)    (0.41)
                                                               ---------      --------- ----------
NET ASSET VALUE, END OF PERIOD ............................     $10.46         $10.84    $ 9.64
                                                               =========      ========= ==========
TOTAL RETURN (1) ..........................................       1.58%         18.48%    -1.86%

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period ($1,000's)......................      $2,963         $2,206    $1,063
 Ratio of Expenses to Average Net Assets(2) ...............       1.85%          1.84%     1.76%(5)
 Ratio of Net Income to Average Net Assets.................       5.14%          5.20%     5.43%(5)
 Portfolio Turnover Rate ..................................         16%             8%     34%

(1)  Total returns do not reflect a sales charge and are not annualized.
(2)  Ratio of expenses to average net assets includes expenses paid indirectly 
     beginning in fiscal year 1995.
(3)  Change in Fund's fiscal year-end.
(4)  From the commencement of offering Class B shares.
(5)  Annualized.


</TABLE>
<TABLE>
<CAPTION>
<PAGE>
COMPOSITE INCOME FUND, INC.
                                                                                                          THREE
CLASS A                                                                                                   MONTHS
                                                                       YEARS ENDED DECEMBER 31,           ENDED
                                                               ----------------------------------------  DEC. 31,
                                                                 1996       1995     1994       1993      1992(3)
                                                               --------- --------- -------- ----------- ----------
<S>                                                            <C>        <C>       <C>       <C>        <C>        
NET ASSET VALUE, BEGINNING OF PERIOD......................      $ 9.44    $ 8.29    $ 9.33     $ 8.99    $ 9.17
                                                               --------- --------- -------- ----------- ----------
Income From Investment Operations
 Net Investment Income.....................................       0.59      0.59      0.60       0.61      0.16
 Net Gains or Losses on Securities
  (both realized and unrealized)...........................      (0.29)     1.15     (1.04)      0.34     (0.18)
                                                               --------- --------- -------- ----------- ----------
   Total From Investment Operations........................       0.30      1.74     (0.44)      0.95     (0.02)
                                                               --------- --------- -------- ----------- ----------
LESS DISTRIBUTIONS
 Dividends (from net investment income)....................      (0.59)    (0.59)    (0.60)     (0.61)    (0.16)
                                                               --------- --------- -------- ----------- ----------
NET ASSET VALUE, END OF PERIOD............................      $ 9.15    $ 9.44    $ 8.29     $ 9.33    $ 8.99
                                                               ========= ========= ======== =========== ==========
TOTAL RETURN (1) ..........................................       3.46%    21.58%    -4.82%     10.82%    -0.23%

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period ($1,000's)......................    $86,657    $97,534   $88,102  $104,876   $86,425
 Ratio of Expenses to Average Net Assets(2) ...............       1.03%     1.08%     1.04%      1.08%     0.95%(5)
 Ratio of Net Income to Average Net Assets.................       6.52%     6.59%     6.83%      6.58%     6.94%(5)
 Portfolio Turnover Rate ..................................         42%       43%       26%        51%       87%(5)

</TABLE>
<TABLE>
<CAPTION>                                                                                 
                                                                                         
                                                                                        MARCH 30
CLASS B                                                       YEARS ENDED DECEMBER 31,    TO
                                                             -------------------------  DEC. 31,
                                                                 1996          1995      1994(4)
                                                             ------------  ----------- ----------              
<S>                                                            <C>            <C>       <C>
NET ASSET VALUE, BEGINNING OF PERIOD......................     $ 9.46         $ 8.30    $ 8.85
                                                             ------------  ----------- ----------         
Income From Investment Operations
 Net Investment Income.....................................       0.52          0.51      0.40
 Net Gains or Losses on Securities
  (both realized and unrealized)...........................      (0.29)         1.16     (0.55)
                                                             ------------  ----------- ----------
   Total From Investment Operations........................       0.23          1.67     (0.15)
                                                             ------------  ----------- ----------
LESS DISTRIBUTIONS
 Dividends (from net investment income)....................      (0.52)        (0.51)    (0.40)
                                                             ------------  ----------- ----------
NET ASSET VALUE, END OF PERIOD ............................     $ 9.17        $ 9.46    $ 8.30
                                                             ============  =========== ==========
TOTAL RETURN (1) ..........................................       2.59%        20.70%    -1.67%

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period ($1,000's)......................     $7,122        $4,452    $2,299
 Ratio of Expenses to Average Net Assets(2) ...............       1.89%         1.91%     1.80%(5)
 Ratio of Net Income to Average Net Assets.................       5.69%         5.73%     6.25%(5)
 Portfolio Turnover Rate ..................................         42%           43%       26%

(1)  Total returns do not reflect a sales charge and are not annualized.
(2)  Ratio of expenses to average net assets includes expenses paid indirectly 
     beginning in fiscal year 1995.
(3)  Change in Fund's fiscal year-end.
(4)  From the commencement of offering Class B shares.
(5)  Annualized.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                   FINANCIAL HIGHLIGHTS (CONTINUED)
                                           (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

COMPOSITE TAX-EXEMPT BOND FUND, INC.

CLASS A
                                                                          YEARS ENDED DECEMBER 31,
                                                              --------------------------------------------------
                                                                  1996      1995     1994       1993      1992
                                                              ----------- -------- ---------  --------- --------
<S>                                                            <C>       <C>        <C>       <C>       <C>        
NET ASSET VALUE, BEGINNING OF YEAR ........................     $ 8.02    $ 7.13    $ 8.04     $ 7.58    $ 7.42
INCOME FROM INVESTMENT OPERATIONS                             ----------- -------- ---------  --------- --------
 Net Investment Income.....................................       0.38      0.38      0.39       0.40      0.42
 Net Gains or Losses on Securities
  (both realized and unrealized)...........................      (0.19)     0.89     (0.91)      0.54      0.23
                                                              ----------- -------- ---------  --------- --------
   Total From Investment Operations........................       0.19      1.27     (0.52)      0.94      0.65
                                                              ----------- -------- ---------  --------- --------
LESS DISTRIBUTIONS
 Dividends (from net investment income)....................      (0.38)    (0.38)    (0.39)     (0.40)    (0.42)
 Distributions (from net capital gains)....................          -         -         -      (0.08)    (0.07)
                                                              ----------- -------- ---------  --------- --------
NET ASSET VALUE, END OF YEAR ..............................     $ 7.83    $ 8.02    $ 7.13     $ 8.04    $ 7.58
                                                              =========== ======== =========  ========= ========
TOTAL RETURN (1) ..........................................       2.52%    18.25%    -6.53%     12.54%     9.00%

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Year ($1,000's)........................    $203,606   $230,055  $215,438  $259,045  $186,861
 Ratio of Expenses to Average Net Assets(2) ...............       0.75%     0.81%     0.79%      0.81%     0.78%
 Ratio of Net Income to Average Net Assets.................       4.90%     5.03%     5.23%      4.97%     5.56%
 Portfolio Turnover Rate ..................................         22%        8%       12%        19%       30%

</TABLE>
<TABLE>
<CAPTION>
                                                                                              MARCH 30
                                                                  YEARS ENDED DECEMBER 31,      TO
CLASS B                                                          --------------------------   DEC. 31,
                                                                   1996             1995      1994(3)
                                                                 ----------     -----------  ----------                             
<S>                                                               <C>             <C>         <C>    
NET ASSET VALUE, BEGINNING OF PERIOD ......................       $ 8.02          $ 7.13      $ 7.49
                                                                 ----------     -----------  ----------
INCOME FROM INVESTMENT OPERATIONS
 Net Investment Income.....................................         0.31            0.32        0.25
 Net Gains or Losses on Securities
  (both realized and unrealized)...........................        (0.19)           0.89       (0.36)
                                                                 ----------     -----------  ----------
   Total From Investment Operations........................         0.12            1.21       (0.11)
                                                                 ----------     -----------  ----------
Less Distributions
 Dividends (from net investment income)....................        (0.31)          (0.32)      (0.25)
                                                                 ----------     -----------  ----------
NET ASSET VALUE, END OF PERIOD ............................       $ 7.83          $ 8.02      $ 7.13
                                                                 ==========     ===========  ==========
Total Return (1) ..........................................         1.61%          17.30%      -1.46%

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period ($1,000's)......................       $5,266          $2,682      $1,258
 Ratio of Expenses to Average Net Assets(2) ...............         1.65%           1.62%       1.58%(4)
 Ratio of Net Income to Average Net Assets.................         4.01%           4.18%       4.53%(4)
 Portfolio Turnover Rate ..................................           22%              8%         12%

(1)  Total returns do not reflect a sales charge and are not annualized.
(2)  Ratio of expenses to average net assets includes expenses paid indirectly 
     beginning in fiscal year 1995.
(3)  From the commencement of offering Class B shares.
(4)  Annualized.

</TABLE>
<PAGE>
                          NOTES TO FINANCIAL STATEMENTS

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.
     The Funds offer both Class A and Class B shares.  The two classes of shares
differ in their  respective  sales  charges,  shareholder  servicing  fees,  and
distribution and service 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 the Funds in the preparation of their 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.   For U.S. Government Securities and Income Fund, each Fund requires the
          custodian  to take  possession,  to  have  legally  segregated  in the
          Federal  Reserve  Book Entry System or to have  segregated  within the
          custodian's  vault,  all securities  held as collateral for repurchase
          agreements.  The market Value of the underlying securities is required
          to be at least 102% of the resale  price at the time of  purchase.  If
          the seller of the agreement  defaults and the value of the  collateral
          declines,   or  if  the  seller  enters  an   insolvency   proceeding,
          realization  of the value of the collateral by the Fund may be delayed
          or limited.
     c.   Interest  income  is earned  from the  settlement  date on  securities
          purchased and is recorded on the accrual basis.
     d.   Dividends  to   shareholders   are  recorded  on  a  daily  basis  and
          distributed monthly.
     e.   Security  transactions  are accounted for on the trade date (execution
          date of the  order to buy or  sell).  Realized  gains or  losses  from
          security transactions are determined on the basis of identified cost.
     f.   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.   Income  dividends  and  capital  gain   distributions  are
          determined in accordance with income tax regulations  which may differ
          from generally accepted accounting  principles.  These differences are
          primarily due to differing  treatments for expiring capital loss carry
          forwards,  deferral of wash sales, and post-October  losses.  Expiring
          capital loss carry forwards are charged to additional paid-in capital.
          For the year ended December 31, 1996, the Tax-Exempt Bond Fund did not
          distribute income subject to the alternative minimum tax.
     g.   Custodial fees have been increased by $3,182,  $7,838,  and $3,437 for
          U.S.  Government  Securities,  Income Fund, and Tax-Exempt  Bond Fund,
          respectively,  as a result of "expense offset arrangements." The Funds
          could have otherwise employed the assets to produce income if they had
          not entered into such  arrangements.  In accordance with  regulations,
          such amounts are added to net custodial  fees and then  reflected as a
          deduction,  "fees paid indirectly" to derive net expenses.  There were
          no "expense offset arrangements" other than custodial fees.
     h.   The  preparation of financial  statements in conformity with generally
          accepted  accounting  principles requires management to make estimates
          and  assumptions  that  affect  the  reported  amounts  of assets  and
          liabilities and disclosure of contingent assets and liabilities at the
          date of the financial  statements and the reported amounts of revenues
          and expenses during the reporting period.  Actual results could differ
          from those estimates.

NOTE 2 - TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

     The amounts of fees and expenses  described  below are shown on each Fund's
statement of operations.  Composite  Research & Management  Co. (the  "Adviser")
manages each Fund,  Murphey Favre,  Inc. (the  "Distributor"),  is the principal
underwriter and Murphey Favre Securities Services,  Inc. (the "Transfer Agent"),
is  the  transfer  and  shareholder  servicing  agent.  All  are  affiliates  of
Washington  Mutual  Bank  and  Washington  Mutual  fsb and are  subsidiaries  of
Washington Mutual, Inc. 
     Management fees were paid by each Fund to the Adviser.  For U.S. Government
Securities,  and Income Fund,  the fees are based on an annual rate of 0.625% of
average  daily net assets and is reduced to 0.50% on average daily net assets in
excess of $250 million.  For the  Tax-Exempt  Bond Fund,  the fee is based on an
annual  rate of 0.50% of  average  daily net  assets  and is reduced to 0.40% on
average daily net assets in excess of $250  million.  Under terms of each Fund's
management  contract,  the  Adviser  has  agreed  to  reimburse  a Fund for fund
expenses in excess of 1.50% of average  daily net assets up to $30 million,  and
1% of such assets over $30  million.  The Income Fund and  Tax-Exempt  Bond Fund
will be further  reimbursed  for expenses  exceeding  .75% of average  daily net
assets  exceeding $130 million.  No such  reimbursement  was required during the
year ended December 31, 1996.
     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 the  Transfer  Agent for services
incidental to issuance and transfer of shares,  maintaining  shareholder  lists,
and  issuing  and  mailing  distributions  and  reports.   Under  terms  of  the
shareholder  servicing agreement,  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 the  Distributor  in  accordance  with
separate  distribution plans for Class A and Class B shares.  Each Funds' Boards
of Directors adopted the Plans pursuant to Rule 12b-1 of the Investment  Company
Act of 1940.  The  Class A  distribution  plan  provides  that  each  Fund  will
reimburse  the  Distributor  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 Fund's Class A shares,  including payments to brokers.  The
Class B  distribution  Plan provides  that the Funds will pay the  Distributor a
distribution  fee, equal to 0.75%  annually,  and a service fee of 0.25%, of the
Funds' average daily net assets attributable to Class B shares.
     For the year ended  December 31, 1996,  commissions  (sales charges paid by
investors) on the purchases of Class A shares  totaled  $89,694,  $156,410,  and
$282,768,  of  which  $87,069,  $147,789,  and  $269,623  was  retained  by  the
Distributor,  in U.S.  Government  Securities,  Income Fund, and Tax-Exempt Bond
Fund,  respectively.  For the year ended  December  31,  1996,  the  Distributor
received contingent deferred sales charges of $3,051,  $7,284, and $10,102,  for
U.S. Government Securities, Income Fund, and Tax-Exempt Bond Fund, respectively,
upon  redemption  of Class B  shares  as  reimbursement  for  sales  commissions
advanced by the Distributor at the time of such sales.

NOTE 3 - CAPITAL STOCK
COMPOSITE U.S. GOVERNMENT SECURITIES, INC.

Capital stock authorized            1,000,000,000
Designated as:
  Class A............................  600,000,000
  Class B............................  400,000,000
Par value per share..................      $0.0001
<TABLE>
<CAPTION>
                                                                  CLASS A                    CLASS B
                                                       -------------------------- --------------------------
                                                         YEARS ENDED DECEMBER 31,   YEARS ENDED DECEMBER 31,
                                                           1996           1995         1996         1995
                                                       ------------- ------------ ------------- ------------
<S>                                                    <C>            <C>           <C>         <C>            
SHARES
Sold.................................................       749,623       810,845      113,842     106,878
Issued for reinvestment of dividends.................       655,835       784,736       10,765       6,046
                                                       ------------  ------------ ------------- ------------
                                                          1,405,458     1,595,581      124,607     112,924
Reacquired...........................................    (4,553,107)   (4,752,653)     (44,911)    (19,778)
                                                       ------------  ------------ ------------- ------------
Net increase (decrease)..............................    (3,147,649)   (3,157,072)      79,696      93,146
                                                       ============  ============ ============= ============
AMOUNT
Sold.................................................  $  7,854,380   $ 8,364,834   $1,194,334  $1,115,018        
Issued for reinvestment of dividends.................     6,819,272     8,133,434      111,800      63,184
                                                       ------------  ------------ ------------- ------------
                                                         14,673,652    16,498,268    1,306,134   1,178,202
Reacquired...........................................   (47,322,553)  (48,900,725)    (466,099)   (200,619)
                                                       ------------  ------------ ------------- ------------
Net increase (decrease)..............................  $(32,648,901) $(32,402,457)   $ 840,035   $ 977,583
                                                       ============  ============ ============= ============
</TABLE>

COMPOSITE INCOME FUND, INC.
Capital stock authorized ............   50,000,000

Designated as:

  Class A............................   30,000,000
  Class B............................   20,000,000
Par value per share..................        $0.01

<TABLE>
<CAPTION>
                                                                  CLASS A                    CLASS B
                                                       --------------------------- -------------------------
                                                         YEARS ENDED DECEMBER 31,   YEARS ENDED DECEMBER 31,
                                                           1996           1995          1996       1995
                                                       ------------   ------------ ------------ ------------
<S>                                                    <C>           <C>            <C>          <C>             
SHARES
Sold.................................................     1,208,364     1,400,247      383,465     219,399
Issued for reinvestment of dividends.................       477,619       499,570       30,990      16,941
                                                       ------------   ------------ ------------ ------------
                                                          1,685,983     1,899,817      414,455     236,340
Reacquired...........................................    (2,547,839)   (2,194,039)    (108,355)    (42,305)
                                                       ------------   ------------ ------------ ------------
Net increase (decrease)..............................      (861,856)     (294,222)     306,100     194,035
                                                       ============   ============ ============ ============ 
AMOUNT
Sold.................................................  $ 10,996,951  $ 12,466,219   $3,492,257  $1,972,074        
Issued for reinvestment of dividends.................     4,323,174     4,473,957      280,728     152,542
                                                       ------------   ------------ ------------ ------------
                                                         15,320,125    16,940,176    3,772,985   2,124,616
Reacquired...........................................   (23,061,621)  (19,416,775)    (982,921)   (380,966)
                                                       ------------   ------------ ------------ ------------
Net increase (decrease)..............................  $ (7,741,496) $ (2,476,599)  $2,790,064  $1,743,650
                                                       ============   ============ ============ ============
</TABLE>

COMPOSITE TAX-EXEMPT BOND FUND, INC.
Capital stock authorized ............  500,000,000

Designated as:
  Class A............................  300,000,000
  Class B............................  200,000,000
Par value per share..................      $0.0001

<TABLE>
<CAPTION>
                                                                  CLASS A                    CLASS B
                                                       --------------------------- -------------------------
                                                         YEARS ENDED DECEMBER 31,   YEARS ENDED DECEMBER 31,
                                                            1996          1995         1996          1995
                                                       -------------- ------------ ------------- -----------
<S>                                                    <C>           <C>            <C>         <C>      
SHARES
Sold.................................................     1,460,406     2,542,933      390,317     161,616
Issued for reinvestment of dividends.................     1,037,464     1,034,551       26,578       7,241
                                                       -------------- ------------ ------------- ---------- 
                                                          2,497,870     3,577,484      416,895     168,857
Reacquired...........................................    (5,197,278)   (5,093,734)     (79,060)    (10,688)
                                                       -------------- ------------ ------------- ---------- 
Net increase (decrease)..............................    (2,699,408)   (1,516,250)     337,835     158,169
                                                       ============== ============ ============= ========== 
AMOUNT
Sold.................................................  $ 11,398,132  $ 18,646,519   $3,119,779  $1,240,802         
Issued for reinvestment of dividends.................     8,078,800     8,716,895      128,510      60,160
                                                       -------------- ------------ ------------- ----------  
                                                         19,476,932    27,363,414    3,248,289   1,300,962
Reacquired...........................................   (40,306,611)  (38,879,195)    (611,372)    (82,411)
                                                       -------------- ------------ ------------- ----------
Net increase (decrease)..............................  $(20,829,679) $(11,515,781)  $2,636,917  $1,218,551
                                                       ============== ============ ============= ==========
</TABLE>
<PAGE>

A FAMILY OF
FUNDS TO MEET
MOST ANY NEED

                                 MORE ABOUT THE
                                COMPOSITE GROUP

A RANGE OF INVESTING
OPPORTUNITIES FOR YOU

     The Composite Group offers you six additional portfolios,  with such varied
groupings as  value-oriented  common  stocks,  income-producing  government  and
corporate bonds and tax-exempt  municipal  obligations.  An investment in one or
more of these  funds  makes it possible  for you to match your  objectives  with
sensible investment opportunities.

COMPOSITE BOND & STOCK FUND
     This  Fund  is  managed  to  provide  the  potential  for  steady   income,
conservation  of  principal,  and  long-term  growth  of income  and  principal.
Investments  are made in bonds,  preferred and common  stocks,  and  convertible
bonds.

COMPOSITE GROWTH & INCOME FUND
     Long-term  capital  growth is the focus for this Fund.  Current income is a
secondary  consideration.  The Fund invests  principally in high-quality  common
stocks which, in our opinion, are undervalued.

COMPOSITE NORTHWEST FUND
     The Northwest Fund seeks long-term growth of capital by investing in common
stocks of companies  located or doing  business in  Washington,  Oregon,  Idaho,
Montana and Alaska.

COMPOSITE U.S. GOVERNMENT SECURITIES
     Securities  for this Fund are selected for their  ability to provide a high
level of current income,  consistent with safety and liquidity.  Investments are
made in obligations issued or guaranteed by the U.S.  government.  The Fund also
invests in repurchase agreements and collateralized mortgage obligations secured
by those types of obligations.  Individual fund shares are not guaranteed by the
U.S. government, and share values will fluctuate.

COMPOSITE INCOME FUND
     The  objective  of this Fund is to provide a high  level of current  income
that is  consistent  with  protection  of  shareholders'  capital.  It does this
through careful investment in a diversified pool of debt securities.

COMPOSITE TAX-EXEMPT BOND FUND
     Current  income,  free from federal  income tax, is targeted for this Fund.
Investments are made in  high-quality  municipal bonds that have received one of
the four highest ratings from Standard & Poor's  Corporation or Moody's Investor
Service,  Inc. In some tax situations,  the alternative minimum tax and/or state
and local taxes may apply.

TWO COMPOSITE MONEY MARKET FUNDS

     Composite Cash  Management Co. seeks to provide  current money market rates
of return, liquidity, and preservation of capital through its two portfolios.
     1) The MONEY MARKET  portfolio  invests in  high-quality,  short-term money
market  obligations  of  banks,  businesses  and  the  U.S.  government.  2) The
TAX-EXEMPT  portfolio invests in high-quality,  short-term  municipal bonds that
are exempt from federal income tax.
     Both portfolios are intended to satisfy the need for available future cash,
and  both  offer  draft-writing  privileges.  Neither  has a  sales  charge  for
purchases of shares.
     Please note that investments in these shares are not insured nor guaranteed
by the U.S.  government.  Also,  there cannot be any assurance that a stable net
asset value (NAV) of $1.00 per share can be maintained.


HELPFUL FEATURES OFFERED
BY THE COMPOSITE GROUP

*  Distinct portfolios to fit your objectives
*  Diversification within portfolios
*  Highly experienced professional management
*  Ease of exchange from one fund to another
*  Most funds appropriate for IRAs
*  Automatic reinvestment of earnings
*  Systematic investment programs
*  Convenient monthly payments of principal and interest (CONTINUED WITHDRAWALS
   IN EXCESS OF INCOME, OF COURSE, WILL EVENTUALLY EXHAUST PRINCIPAL.)


WE'RE HERE TO HELP
     We encourage you to visit with your investment representative when you have
questions about your investments or a new goal you have in mind.
     But  you  also  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.  Readily  available  information  includes  such  data as
account  balances,  fund prices,  and  last-transaction  details.  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,  please respond to the recorded prompt messages by
pressing the appropriate numbers on your touch-tone phone.
- --------------------------------------------------------------------------------
     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.
- --------------------------------------------------------------------------------
<PAGE>
                    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 1400 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 PLLC
            601 W. Riverside Avenue, Suite 800 Spokane, WA 99201-0614

                                     COUNSEL
                   Paine, Hamblen, Coffin, Brooke & Miller LLP
            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

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

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

                                COMPOSITE GROUP
                                      BOND
                                      FUNDS
                                                             
                                     ANNUAL
                                     REPORT

                                  DECEMBER 31,
                                      1996
                                                                   
                                   COMPOSITE
                                U.S. GOVERNMENT
                                SECURITIES, INC.

                                   COMPOSITE
                               INCOME FUND, INC.

                                   COMPOSITE
                                TAX-EXEMPT BOND
                                   FUND, INC.




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