FORTIS TAX FREE PORTFOLIOS INC
N-30D, 1995-05-24
Previous: SPECIALTY CHEMICAL RESOURCES INC, DEFA14A, 1995-05-24
Next: PIONEER THREE, NSAR-B/A, 1995-05-24



<PAGE>
FORTIS TAX-FREE PORTFOLIOS, INC.


Semi-Annual Report

March 31, 1995

  CONTENTS

  LETTER TO SHAREHOLDERS                                                       1

  SCHEDULE OF INVESTMENTS
   NATIONAL PORTFOLIO                                                          4
   MINNESOTA PORTFOLIO                                                         7
   NEW YORK PORTFOLIO                                                         10

  STATEMENTS OF ASSETS AND LIABILITIES                                        12

  STATEMENTS OF OPERATIONS                                                    13

  STATEMENTS OF CHANGES IN NET ASSETS                                         14

  NOTES TO FINANCIAL STATEMENTS                                               17

  BOARD OF DIRECTORS AND OFFICERS                                             21


HIGHLIGHTS
<TABLE>
<CAPTION>
FOR THE SIX-MONTH PERIOD ENDED MARCH 31, 1995:
                                                    CLASS A*   CLASS B*  CLASS C*  CLASS E  CLASS H*
     NATIONAL PORTFOLIO
<S>                                                 <C>        <C>       <C>       <C>      <C>
 Net Asset Value per share:
   Beginning of period                                 $ 9.79     $ 9.79    $ 9.79   $10.38   $ 9.79
   End of period                                       $10.59     $10.58    $10.58   $10.59   $10.58
 Distributions per share:
   From net investment income                          $ 0.22     $ 0.19    $ 0.19   $ 0.29   $ 0.19
   From net realized gains on investments              $ 0.01     $ 0.01    $ 0.01   $ 0.01   $ 0.01
 MINNESOTA PORTFOLIO
 Net Asset Value per share:
   Beginning of period                                 $ 9.56     $ 9.56    $ 9.56   $10.08   $ 9.56
   End of period                                       $10.19     $10.17    $10.19   $10.21   $10.19
 Distributions per share:
   From net investment income                          $ 0.21     $ 0.19    $ 0.19   $ 0.29   $ 0.19
 NEW YORK PORTFOLIO**
 Net Asset Value per share:
   Beginning of period                                 $10.35     $10.35        --   $10.74       --
   End of period                                       $10.79     $10.77        --   $10.79       --
 Distributions per share:
   From net investment income                          $ 0.23     $ 0.19        --   $ 0.31       --
   From net realized gains on investments              $ 0.02     $ 0.02        --   $ 0.02       --
<FN>
 **Period from November 14, 1994 (commencement of operations) to March 31, 1995.
 **Class C and H have no activity as of March 31, 1995.
</TABLE>


HOW TO USE THIS REPORT

For a quick overview of the fund's performance during the past six months, refer
to the Highlights box below. The letter from the portfolio manager and president
provides a more detailed analysis of the fund and financial markets.

The charts alongside the letter are useful because they provide more information
about your investments. The top holdings chart shows the type of securities in
which the fund invests, and the pie chart shows a breakdown of the fund's assets
by sector.

<PAGE>

The performance chart graphically compares the fund's total return performance
with a selected investment index. Remember, however, that an index may reflect
the performance of securities the fund may not hold. Also, the index does not
deduct sales charges, investment advisory fees and other fund expenses, whereas
your fund does. Individuals cannot buy an unmanaged index fund without incurring
some charges and expenses. Sales charges pay for your investment
representative's advice.

This report is just one of several tools you can use to learn more about your
investment in the Fortis Family of Mutual Funds. Your investment representative,
who understands your personal financial situation, can best explain the features
of your investment and how it's designed to help you meet your financial goals.

TOLL-FREE PERSONAL ASSISTANCE
Shareholder Services
(800) 800-2638, Ext. 3012 or 3014
7:30 a.m. to 5:30 p.m. CST, M-Th
7:30 a.m. to 5:00 p.m. CST, F

TOLL-FREE INFORMATION LINE
For daily account balances, transaction activity or net asset value information
(800) 800-2638, Ext. 4344 24 hours a day

FOR MORE INFORMATION ABOUT FORTIS FINANCIAL GROUP'S FAMILY OF PRODUCTS, CALL
YOUR INVESTMENT REPRESENTATIVE OR THE HOME OFFICE AT (800) 800-2638. TO ORDER
PROSPECTUSES OR SALES LITERATURE FOR ANY FORTIS PRODUCT, CALL (800) 800-2638.
EXT. 4579.


<PAGE>


[PHOTO]


"Not only does the Fortis Tax-Free National Portfolio help me reduce my tax
bill now, it lets me help revitalize our country by investing in America."

DEAR SHAREHOLDER:

We're pleased to present the Fortis Tax-Free Portfolios semi-annual report for
the period ended March 31, 1995.

ECONOMIC REVIEW AND INVESTMENT STRATEGIES

Since our last shareholder letter, short-term interest rates have risen about 1
percent, while longer term rates are down nearly 1/2 percent. In fact, domestic
economic growth seems to have slowed to a pace where many financial analysts
believe there is little need for further federal reserve tightening.

However, we have several concerns that give us reason to believe the fed may
have to tighten rates yet again in the months ahead. Specifically, we're
concerned by price increases in raw commodities (e.g. metals, grains, food
products) and intermediate goods (e.g. steel, fabric, plastic). We're also
concerned  by the fact that any additional  economic expansion could lead to
more production bottlenecks, thereby creating higher consumer prices. Finally,
we feel the slowdown may be short-lived because the current lower interest rates
could cause some acceleration in economic growth.


NATIONAL PORTFOLIO COMPOSITION BY INDUSTRY AS OF 3/31/95
Housing                             2.5%
Cash Equivalents/Receivables        2.2%
Health Care/Services               14.4%
Utilities - Electric               19.1%
General Obligation                 25.0%
Other                               8.8%
Utilities - Water and Sewer        11.7%
Higher Education                    5.5%
Miscellaneous                       5.4%
Refunded with U.S. Gov't            5.4%



NATIONAL PORTFOLIO CLASS E SHARES
Value of $10,000 invested June 2, 1986

NATIONAL PORTFOLIO CLASS E AVERAGE ANNUAL TOTAL RETURN

                                       SINCE
             1 YEAR     5 YEAR     JUNE 2, 1986@
Class E*     +1.61%     +6.96%        +6.92%
Class E**    +6.40%     +7.95%        +7.48%

Lehman Bros. Municipal Bond Index***
National Portfolio Class E

6/2/86
87
88
89
90
91
92
93
94
95       $20,357       $18,057
      Annual period ended March 31

Past performance is not indicative of future performance. Investment return
and principal value will fluctuate so that shares, when redeemed, may be worth
more or less than their original cost.
  @Date shares were first offered to the public.
  *SEC defined total returns, including reinvestment of all dividend and capital
   gains distributions and the reduction due to the maximum sales charge of
   4.50%.
 **These are the portfolio's total returns during the period, including
   reinvestment of all dividend and capital gains distributions without
   adjustment for sales charge.
***An unmanaged index of municipal bonds with maturities greater than two years.


<PAGE>


[PHOTO]


"The Fortis Tax-Free Minnesota Portfolio provides tax-free income exempt from
both state and federal taxes. We feel good knowing our investments ultimately
support the schools, hospitals and roads in our state."

PORTFOLIO REVIEW

The municipal market has performed better than most other fixed income markets
over the past six months. Perhaps, the reason for better than average
performance is the fact that new issuance is down more than 40 percent from
prior periods. We expect this strong trend of lower new supply to continue into
the future. Our recent strategy has involved increasing the average coupon rate
slightly. Our portfolio remains of high quality, and we do not expect to deviate
from that strategy.

IN CLOSING

We're pleased to announce the addition of class share pricing, which offers
investors a choice of purchas ing plans. Each class of shares represents the
same investment portfolio, the same fund philosophy and the same professional
money management you've come to associate with Fortis Financial Group.

As you invest, consider the amount of your investment, the length of time you
plan to hold it, your current financial needs and the expenses of each class of
shares. Then talk with your financial advisor to determine the class of shares
that best meets your financial needs and goals.


MINNESOTA PORTFOLIO COMPOSITION BY INDUSTRY AS OF 3/31/95
Health Care/Services           21.5%
Housing                        19.4%
General Obligation             13.3%
Utilities - Electric           14.8%
Miscellaneous                   4.6%
Pollution Control               5.0%
Refunded with U.S. Gov't        5.5%
Higher Education                8.3%
Public Facilities               4.0%
Cash Equivalents/Receivables    2.6%
Utility - Water & Sewer         1.0%



MINNESOTA PORTFOLIO CLASS E SHARES
Value of $10,000 invested June 2, 1986

MINNESOTA PORTFOLIO CLASS E
AVERAGE ANNUAL TOTAL RETURN

                                     Since
           1 Year       5 Year    June 2, 1986@
Class E*   +1.71%       +6.56%       +6.37%
Class E**  +6.50%       +7.54%       +6.92%

Lehman Brothers
Municipal Bond Index***

Minnesota Portfolio
Class E

6/2/86
87
88
89
90
91

92

93
94
95      $20,357       $17,246


Past performance is not indicative of future performance. Investment return
and principal value will fluctuate so that shares, when redeemed, may be worth
more or less than their original cost.
  @Date shares were first offered to the public.
  *SEC defined total returns, including reinvestment of all dividend and capital
   gains distributions and the reduction due to the maximum sales charge of
   4.50%.
 **These are the portfolio's total returns during the period, including
   reinvestment of all dividend and capital gains distributions without
   adjustment for sales charge.
***An unmanaged index of municipal bonds with maturities greater than two years.

<PAGE>

[PHOTO]

"Because I live in New York City, which has a very heavy tax burden, the Fortis
Tax-Free New York Portfolios' offers the triple tax-free income I need."

We appreciate your investment in the Fortis Tax-Free Portfolios. If you have any
questions, please call us or talk with your investment professional.

Sincerely,

Dean C. Kopperud, President

Dennis M. Ott, Vice President

April 26, 1995


NEW YORK PORTFOLIO COMPOSITION BY INDUSTRY AS OF 3/31/95
Health Care/Services             6.6%
Housing                         21.6%
General Obligation               2.2%
Utilities - Electric             2.2%
Miscellaneous                    6.2%
Pollution Control                8.3%
Refunded with U.S. Gov't        36.4%
Transportation                  12.0%
Cash Equivalents/Receivables     4.5%


NEW YORK PORTFOLIO CLASS E SHARES
Value of $10,000 invested November 6, 1987
Lehman Brothers Municipal Bond Index***
New York Portfolio Class E
11/6/87
88
89
90
91
92
93
94
95

Past performance is not indicative of future performance. Investment return
and principal value will fluctuate so that shares, when redeemed, may be worth
more or less than their original cost.
  @Date shares were first offered to the public.
  *SEC defined total returns, including reinvestment of all dividend and capital
   gains distributions and the reduction due to the maximum sales charge of
   4.50%.
 **These are the portfolio's total returns during the period, including
   reinvestment of all dividend and capital gains distributions without
   adjustment for sales charge.
***An unmanaged index of municipal bonds with maturities greater than two years.


<PAGE>



NATIONAL PORTFOLIO TOP TEN HOLDINGS AS OF 3/31/95
                                                                Percent of
     Bonds                                                      net assets
1.   North Carolina Municipal Agency (5.75%) 2020                     4.8%
2.   Massachusetts Water Resources (6.25%) 2010                       4.2%
3.   Massachusetts (5.875%) 2010                                      3.9%
4.   Michigan State Trunk Line (5.50%) 2021                           3.6%
5.   Nebraska Public Power Dist (6.125%) 2015                         3.4%
6.   Boston, MA (6.00%) 2014                                          3.4%
7.   New York State Dorm Auth (7.70%) 2012                            3.2%
8.   Fulton County Georgia Water & Sewer (6.375%) 2014                2.6%
9.   Nevada School Dist #3 Clark County (7.65%) 2010                  2.3%
10.  Georgetown University (8.25%) 2018                               2.3%

NATIONAL PORTFOLIO CLASS A, B, C AND H TOTAL RETURNS
                                                WITHOUT               WITH
                                           SALES CHARGE       SALES CHARGE
Class A shares+                                 +10.54%             +5.57%
                                                WITHOUT               WITH
                                                   CDSC             CDSC++
Class B shares+                                 +10.14%             +6.54%
Class C shares+                                 +10.14%             +9.14%
Class H shares+                                 +10.14%             +6.54%

The performance of the separate classes will vary based on the differences in
sales loads and distribution fees paid by shareholders investing in the
different classes. Past performance is not indicative of future performance.
Total returns include invest-ment of all dividend and capital gains
distributions.
      +   Since November 14, 1994 - Date shares were first offered to the
          public.
     ++   Assumes redemption on March 31, 1995.

MINNESOTA PORTFOLIO TOP TEN HOLDINGS AS OF 3/31/95
                                                                Percent of
      Bonds                                                     net assets
  1.  Western MN Municipal Power Agency (7.00%) 2013                  4.8%
  2.  Rochester, MN (6.25%) 2014                                      4.4%
  3.  Puerto Rico (5.75%) 2016                                        4.0%
  4.  Robbinsdale, MN (5.45%) 2013                                    3.6%
  5.  Minneapolis, MN (6.25%) 2012                                    3.6%
  6.  St. Cloud MN Hydro Electric (7.375%) 2018                       2.9%
  7.  Brainerd, MN (6.65%) 2017                                       2.9%
  8.  Northfield, MN (6.40%) 2021                                     2.8%
  9.  St. Louis Park, MN (7.25%) 2015                                 2.6%
 10.  Minnesota Higher Education (6.40%) 2022                         2.4%

MINNESOTA PORTFOLIO CLASS A, B, C AND H TOTAL RETURNS
                                                WITHOUT                WITH
                                           SALES CHARGE        SALES CHARGE
Class A shares+                                  +9.00%              +4.09%
                                                WITHOUT                WITH
                                                   CDSC              CDSC++
Class B shares+                                  +8.38%              +4.78%
Class C shares+                                  +8.70%              +7.70%
Class H shares+                                  +8.70%              +5.10%
The performance of the separate classes will vary based on the differences in
sales loads and distribution fees paid by shareholders investing in the
different classes. Past performance is not indicative of future performance.
Total returns include invest-ment of all dividend and capital gains
distributions.
 +  Since November 14, 1994 - Date shares were first offered to the public.
++  Assumes redemption on March 31, 1995.

NEW YORK PORTFOLIO TOP TEN HOLDINGS AS OF 3/31/95
                                                                 Percent of
      Bonds                                                      net assets
  1.  New York State Dorm Auth (7.80%) 2005                            7.6%
  2.  New York State Dorm Auth (7.50%) 2011                            7.0%
  3.  New York City, NY (8.25%) 2017                                   6.6%
  4.  Babylon, NY (8.50%) 2019                                         5.7%
  5.  New York State Urban Development Corp (7.375%) 2018              5.5%

<PAGE>

  6.  New York Local Government Assistance Corp (7.50%) 2020           5.5%
  7.  New York State Med Care (7.45%) 2029                             5.4%
  8.  New York Triborough Bridge & Tunnel Auth (8.125%) 2012           4.4%
  9.  New York State Med Care (6.375%) 2029                            4.0%
 10.  New York State Thruway Service Contract (6.375%) 2012            4.0%

NEW YORK PORTFOLIO CLASS A, B, C AND H TOTAL RETURNS

                                                WITHOUT                WITH
                                           SALES CHARGE        SALES CHARGE
Class A shares+                                  +6.79%              +1.99%
                                                WITHOUT                WITH
                                                   CDSC              CDSC++
Class B shares+                                  +6.27%              +2.67%
Class C shares+                                  +6.27%              +5.27%
Class H shares+                                  +6.27%              +2.67%
The performance of the separate classes will vary based on the differences in
sales loads and distribution fees paid by shareholders investing in the
different classes. Past performance is not indicative of future performance.
Total returns include invest-ment of all dividend and capital gains
distributions.
   +  Since November 14, 1994 - Date shares were first offered to the public.
  ++  Assumes redemption on March 31, 1995.
Note: The total returns for Class C and H are what it would have been if there
was share activity.

NATIONAL PORTFOLIO

Schedule of Investments (Unaudited)

March 31, 1995

MUNICIPAL OBLIGATIONS - 97.74%
<TABLE>
<CAPTION>
                                                                                          Standard
  Principal                                                                               & Poor's                      Market
   Amount                                                                                 Rating      Cost (a)        Value (b)

<S>                                                                                       <C>         <C>             <C>
              CALIFORNIA - 3.07%
 $4,000,000   Southern California Public Power, 6.36% Zero Coupon Bond 7-1-2013 (d)       AA-      $ 1,275,908      $ 1,296,320
  2,750,000   Sulphur Springs (City of) CA, 7.00% Zero Coupon General Obligation
               Ser A MBIA Insured 9-1-2012 (d)                                            AAA          829,661          943,085
                                                                                                     2,105,569        2,239,405
              DISTRICT OF COLUMBIA - 4.19%
  1,250,000   District of Columbia, 7.50% General Obligation Ser 1990B FSA Insured
              6-1-2010 (Refunded 6-1-2000 @ 102)                                          AAA        1,235,938        1,409,375
  1,500,000   Georgetown University, 8.25% District of Columbia Bond
              4-1-2018 (Crossover Refunded 10-1-2001 @ 103)                               A+         1,553,669        1,642,080
                                                                                                     2,789,607        3,051,455
              FLORIDA - 2.44%
    500,000   Florida (State of), 7.50% Mid-Bay Bridge Auth Ser 1991A 10-1-2017
              (Crossover Refunded 10-1-2001 @ 103)                                        N/R          472,340          543,860
    500,000   Leesburg (City of) FL, 7.50% Capital Improvement Hosp Rev Bond
              (Leesburg Reg Med Ctr) Ser 1991A 7-1-2021 (Refunded 7-1-2002 @ 102)         Baa1*        487,841          579,840
    600,000   Tampa (City of) FL, 8.25% Cap Improvement Program
              Rev Bond Ser A 10-1-2018                                                    AA           598,833          657,264
                                                                                                     1,559,014        1,780,964
              GEORGIA - 4.05%
  1,800,000   Fulton County Georgia Water & Sewer, 6.375%
              Ref Bond FGIC Insured 1-1-2014                                              AAA        1,784,587        1,906,505
  1,000,000   Municipal Electric Auth of Georgia, 6.50% 5th Crossover Ser
              Project 1 1-1-2017                                                          A+           992,249        1,042,760
                                                                                                     2,776,836        2,949,265
              ILLINOIS - 5.85%
    500,000   Channahon Park IL District, 7.50% General Obligation 1-1-2011               N/R          499,375          526,845
    750,000   Chicago Gas Supply, 7.50% Rev for Peoples Gas Ser B 3-1-2015                AA-          760,233          808,162
  1,000,000   Illinois Dev Fin Auth, 7.375% Power Co Proj Ser 1991-A 7-1-2021             BBB          992,141        1,057,230
    750,000   Illinois Health Fac Auth, 8.25% Rev Ref Bond
              (West Suburban Hosp Med Ctr) 8-1-2013                                       A*           765,723          812,978
  1,000,000   Illinois Housing Dev Auth, 7.55% Multi-family Housing Ser 1990A 7-1-2014    A+           987,575        1,056,820
                                                                                                     4,005,047        4,262,035
              INDIANA - 3.72%
  1,200,000   Indiana Bond Bank, 8.50% Special Loan Program Ser B 2-1-2018                A          1,213,548        1,303,452
  1,250,000   Indianapolis (City of) IN Local Public Improvement Bond Bank, 7.40%
              Ser 1990A 1-1-2020 (Refunded 7-1-2000 @ 102)                                Aaa*       1,247,159        1,406,788
<PAGE>
                                                                                                     2,460,707        2,710,240
              KENTUCKY - 1.46%
  1,000,000   Louisville & Jefferson County KY, 6.75% Metro Sewer Dist Rev Bond Ser A
              AMBAC Insured 5-15-2019                                                     AAA          996,237        1,067,200
              Maine - 2.22%
  1,500,000   Regional Waste Sys, Inc. of ME, 7.95% Ser A-C 7-1-2010                      AA         1,513,002        1,616,940

              MASSACHUSETTS - 12.30%
    500,000   Boston City Hospital MA, 7.625% Rev Bond Ser A 2-15-2021
              (Refunded 8-15-2000 @ 102)                                                  Aaa*         496,188          567,265
  2,500,000   Boston (City of) MA G.O., 6.00% AMSAC Insured 8-1-2014                      AAA        2,493,698        2,494,075
  2,850,000   Massachusetts General Obligation, 5.875% Ser B FGIC Insured 8-1-2010        AAA        2,824,231        2,845,412
  3,000,000   Massachusetts Water Resources, 6.25% Gen Rev
              Ref Bond Ser 1992B 11-1-2010                                                A          2,996,687        3,062,610
                                                                                                     8,810,804        8,969,362
              MICHIGAN - 3.62%
  2,850,000   Michigan State Trunk Line, 5.50% Ser A MBIA-IBC Insured 10-1-2021           AAA        2,564,588        2,640,753

              MINNESOTA - 7.03%
  1,140,000   Fergus Falls (City of) MN, 6.50% Health Care Facility
              (Lake Regional Hospital) Ser A 9-1-2018                                     BBB+       1,133,575        1,086,032
  2,000,000   Minneapolis (City of) MN, 5.75% General Obligation Zero
              Coupon Bond Ser 1993A 12-1-2013 (d)                                         AAA          708,950          648,540
    670,000   Minneapolis (City of) MN, 7.00% Health Care Fac Rev
              (St. Olaf Residence) Ser 1993 10-1-2012                                     N/R          670,000          683,970
  1,000,000   Rochester (City of) MN, 6.25% Health Care Fac Rev Bond Mayo
              Foundation/Mayo Medical Ctr Ser 1992D 11-15-2014                            AA+          993,500        1,017,250
    690,000   St. Anthony (City of) MN, 6.75% Housing Dev Rev Ref Bond 7-1-2007           AA           690,000          740,922
  1,000,000   St. Paul (City of) MN, 6.625% Housing & Redev Auth Hospital
              Facility (Healtheast Project) 11-1-2017                                     BBB-       1,022,901          947,920
                                                                                                     5,218,926        5,124,634
              MISSOURI - 1.76%
  1,250,000   Missouri State Health & Educ, 7.70% Still Regional Med Ctr 2-1-2013         BBB        1,306,038        1,285,213

              NEBRASKA - 3.44%
  2,500,000   Nebraska Public Power District, 6.125% Power Supply Sys Rev 1-1-2015        A+         2,458,788        2,506,050

              NEVADA - 4.17%
  1,500,000   Nevada School District #3 (Clark County), 7.65% General Obligation 5-1-2010
              (Refunded 5-1-2000 @ 102)                                                   Aaa*       1,490,865        1,699,005
  1,200,000   Washoe County Nevada Hosp, 7.60% (Washoe Med Ctr)
              Rev Bond Ser 1989A  6-1-2019                                                A          1,171,462        1,338,828
                                                                                                     2,662,327        3,037,833
              NEW MEXICO - 2.22%
  1,550,000   Albuquerque (City of) NM, 8.25% Gross Receipts Tax Airport
              Rev Bond 7-1-2014                                                           AA         1,570,059        1,615,115

              NEW YORK - 8.61%
    750,000   New York City, 7.50% General Obligation Group A Ser B 2-1-2009              A-           732,921          799,305
  1,000,000   New York City, 8.25% General Obligation Ser B 6-1-2005                      A-           988,554        1,143,820
    730,000   New York State Med Care, 7.50% Mental Health Ser A 2-15-2021
               (Refunded 2-15-2001 @ 102)                                                 AAA          700,995          831,528
  2,080,000   New York State, 7.70% Dorm Auth Ser 1990A 5-15-2012
              (Refunded 5-15-2000 @ 102)                                                  Aaa*       2,090,764        2,366,187
  1,000,000   New York State, 7.75% UDC Correctional Fac Ser 1 1-1-2014
              (Refunded 1-1-2000 @ 102)                                                   Aaa*         957,198        1,137,530
                                                                                                     5,470,432        6,278,370
              NORTH CAROLINA - 4.78%
  3,640,000   North Carolina Municipal Power, 5.75% Ref Rev Bond MBIA
              Insured 1-1-2020                                                            AAA        3,693,885        3,482,424

              NORTH DAKOTA - 2.31%
    500,000   Mercer County ND, 7.70% Basin City Elec Power Ser 1984C 1-1-2019            A            500,995          522,095
  1,100,000   Ward County ND, 7.50% Health Care Fac Ser 1991B 7-1-2011                    A-         1,136,889        1,164,207
                                                                                                     1,637,884        1,686,302
              OHIO - 1.07%
    750,000   Cleveland (City of) OH Parking Fac, 8.10% Improvement
              Rev Bond 9-15-2022                                                          N/R          761,961          777,495

              PENNSYLVANIA - 2.37%
    750,000   Clarion County PA Hosp Auth, 8.50% Clarion Hosp Proj
              Rev Bond 7-1-2021                                                           BBB-         732,678          788,333
    890,000   Delaware County PA, 8.10% IDA Rev Res Recov Ser A LOC Security Pacific;
              Proj Guar by Westinghouse 12-1-2013                                         A+           935,131          939,030
                                                                                                     1,667,809        1,727,363
              PUERTO RICO - 1.89%
  1,455,000   Puerto Rico, 5.75% Public Building Auth Rev Ref Bond Ser L 7-1-2016         A          1,454,369        1,379,718


              SOUTH CAROLINA - 1.36%
<PAGE>

 1,000,000   Charleston (City of) SC, 6.00% Water & Sewer Rev Bond 1-1-2018              AA-          968,561          993,750

              UTAH - 2.23%
  1,500,000   Intermountain Power Agency, 7.75% Utah Power Supply Rev
              Ref Bond Ser B 7-1-2020                                                     AA         1,536,562        1,624,140

              VIRGINIA - 7.18%
  1,500,000   Fairfax County VA, 6.00% Water Auth Rev 4-1-2022                            AA-        1,474,414        1,474,410
  1,190,000   Richmond (City of) VA, 6.25% Public Improvement 1-15-2018                   AA         1,188,572        1,192,035
  1,500,000   Virginia State Public School Auth, 6.20% Ser A 8-1-2014                     AA         1,491,455        1,536,660
  1,000,000   Virginia State Transportation Board, 6.50% Rte 28 Proj 4-1-2018             AA           990,165        1,032,980
                                                                                                     5,144,606        5,236,085
              WASHINGTON - 3.27%
  1,200,000   Washington Public Power Supply Sys, 7.00% Nuclear Proj 2
              Ref Rev Bond Ser 1990B 7-1-2012                                             AA         1,156,510        1,251,648
  1,000,000   Washington Public Power Supply Sys, 7.625% Proj 2 Rev Bond Ser 1990A
              7-1-2008 (Refunded 7-1-2000 @ 102)                                          AAA          986,875        1,133,230
                                                                                                     2,143,385        2,384,878
              WISCONSIN - 1.13%
    750,000   Wisconsin Health & Educ Fac Auth, 8.50% Rev Bond Ser 1990
              (Franciscan Health Sys) 3-1-2020                                            BBB+         750,000          825,203

              TOTAL MUNICIPAL OBLIGATIONS                                                          $68,027,003      $71,252,192
<FN>
              *  Moody's rating
</TABLE>

<TABLE>
<CAPTION>
SHORT-TERM INVESTMENTS-0.66%
  Principal                                                                                                             Market
   Amount                                                                                                             Value (b)
              Investment Company
<S>           <C>                                                                                <C>                <C>
   $480,721   Federated Tax-Free Obligation Fund, Current Rate - 4.05%                                              $   480,721
              TOTAL INVESTMENTS IN SECURITIES (COST $68,507,724) (A)                                                $71,732,913
        (a)   At March 31,1995, the cost of securities for federal income tax
              purposes was $68,513,518 and the aggregate gross unrealized
              appreciation and depreciation based on that cost was:
              Unrealized appreciation                                                               $3,715,064
              Unrealized depreciation                                                                 (495,669)
              Net unrealized appreciation                                                           $3,219,395
        (b)   See Note A of accompanying Notes to Financial Statements,
              regarding valuation of securities.
        (c)   Note:  Percentage of investments as shown is the ratio of the
              total market value to total net assets.
        (d)   The interest rate disclosed for zero coupon securities represents
              the effective yield on the date of acquisition.
</TABLE>

MINNESOTA PORTFOLIO

Schedule of Investments  (Unaudited)

March 31, 1995


MUNICIPAL OBLIGATIONS - 97.40%
<TABLE>
<CAPTION>
                                                                                          Standard
  Principal                                                                               & Poor's                     Market
   Amount                                                                                  Rating      Cost (a)       Value (b)
              GENERAL OBLIGATION - 13.30%
<S>           <C>                                                                         <C>      <C>              <C>
  $ 450,000   Eagan (City of) MN, 7.25% General Obligation Water Rev Sys Bond
              Ser 1990A 12-1-2008 (Crossover Refunded 12-1-1999 @ 100)                    A+       $   445,500      $   486,198
    500,000   Edina (City of) MN, 7.30% General Obligation 2-1-2008
               (Crossover Refunded 2-1-1998 @ 100)                                        AA           504,197          527,815
  1,900,000   Minneapolis (City of) MN, 6.25% General Obligation Sales Tax
              Rev Bond Ser 1992 4-1-2012                                                  AAA        1,921,151        1,961,959
  1,000,000   New London-Spicer (City of) MN, 5.15% General Obligation
              School District #345, Ref Ser A 2-1-2016                                    AA           985,251          915,130
  2,295,000   Puerto Rico, 5.75% Public Building Auth Rev Ref Bond Ser L 7-1-2016         A          2,286,035        2,176,257
  1,200,000   St. Paul, MN, 5.80% Independent School District # 625 Ser B 2-1-2012        AA         1,190,504        1,203,456
                                                                                                     7,332,638        7,270,815
              HEALTH CARE & SERVICES - 21.47%
    575,000   Burnsville MN Fairview County Hospital, 9.00% Ref Bond
              Ser A MBIA Insured 5-1-2012                                                 AAA          588,174          588,633
    400,000   Duluth (City of) MN, 6.30% EDA Health Care Fac Ref Rev Bond for Duluth Clinic Ser 1992
              AMBAC Insured 11-1-2022                                                     AAA          395,089          405,708
  1,000,000   Duluth (City of) MN, 8.375% EDA Health Care Fac Rev for St. Mary's Med Ctr Ser 1990
              2-15-2020 (Refunded 2-15-2000 @ 102)                                        AAA        1,024,182        1,156,680

<PAGE>

    785,000   Duluth (City of) MN, 9.00% Hospital Fac Rev Bond for St. Luke's Ser 1988 5-1-2018
              (Refunded 5-1-1998 @ 102)                                                   AAA          803,162          891,469
  1,100,000   Minneapolis & St. Paul (Cities of) MN HRA, 6.75% Health Care System, Health One
              Obligated Group MBIA Insured 8-15-2014                                      AAA        1,098,769        1,162,524
    800,000   Minneapolis & St. Paul (Cities of) MN HRA, 6.75% Health Care Fac Rev Bond Group
              Health Inc Ser 1992 12-1-2013                                               A-           777,517          822,176
  2,100,000   Robbinsdale (City of) MN, 5.45% Hospital Rev North Memorial Medical Ctr Ser B AMBAC
              Insured 5-15-2013                                                           AAA        2,107,746        1,982,106
  2,375,000   Rochester (City of) MN, 6.25% Health Care Fac Rev Bond Mayo Foundation/Mayo
              Medical Ctr Ser 1992D 11-15-2014                                            AA+        2,378,371        2,415,969
  1,275,000   St. Louis Park (City of) MN, 7.25% Hospital Fac Rev Methodist Ser 1990C AMBAC
              Insured 7-1-2015 (Refunded 7-1-2000 @ 102)                                  AAA        1,261,341        1,423,053
    765,000   St. Louis Park (City of) MN, 8.50% Health Care Fac for Park Nicollet Med Ctr Ser A
              1-1-2011 (Refunded 1-1-2001 @ 100)                                          N/R          772,028          886,926
                                                                                                    11,206,379       11,735,244
              HIGHER EDUCATION - 8.28%
  1,275,000   Minnesota Higher Education, 6.40% Rev Ser 3J for Macalester
              College 3-1-2022                                                            AA-        1,263,204        1,294,431
    460,000   Minnesota Higher Education, 7.625% Mortgage Rev Ser 3F for
              St. Mary's College 10-1-2016 (Refunded 10-1-2001 @ 100)                     BBB          457,700          523,577
  1,500,000   Northfield (City of) MN, 6.40% College Fac Rev Bond for St. Olaf
              College Ser 1992 10-1-2021                                                  A*         1,519,038        1,529,355
    500,000   Northfield (City of) MN, 8.00% College Fac Rev Bond for St. Olaf College
              10-1-2018 (Refunded 10-1-1998 @ 100)                                        A*           501,035          549,635
    600,000   University of Minnesota, 7.75% Ref Bond Ser A 2-1-2010
              (Refunded 2-1-1996 @ 102)                                                   AAA          610,377          628,542
                                                                                                     4,351,354        4,525,540
              HOUSING - 19.39%
  1,500,000   Brainerd (City of) MN, 6.65% Rev Ref Bond Ser 1992B Evangelical Lutheran-
              Good Samaritan Project 3-2-2017                                             AAA        1,515,011        1,570,680
    385,000   Dakota County MN HRA, 8.10% Single Family Rev GNMA
              Backed 3-1-2016                                                             AAA          392,466          402,544
    300,000   Eden Prairie (City of) MN, 7.40% Multifamily Housing Ser 1990
              FHA Insured 8-1-2025                                                        AAA          299,956          314,265
    890,000   Eden Prairie (City of) MN, 8.00% Multifamily Housing Ser A FHA
               Insured 7-1-2026                                                           AAA          890,000          952,531
    610,000   Edina (City of) MN, 7.50% Housing Dev Ref Rev Edina Park Plaza
              Ser 1989A 12-1-2009                                                         Aa*          609,625          644,184
    500,000   Edina (City of) MN, 7.70% Housing Dev Ref Rev Edina Park Plaza
              Ser A FHA Insured 12-1-2028                                                 Aa*          500,000          524,820
    525,000   Mankato (City of) MN, 8.25% Nursing Home Rev Bond Board of Soc Ministry Mankato
              Lutheran Ser 1991A 10-1-2021                                                N/R          520,000          571,562
    600,000   Minneapolis (City of) MN CDA & HRA, 7.875% Rev Bond 7-1-2017                AA-          592,536          621,972
  1,040,000   Minneapolis (City of) MN HRA, 7.10% Mortgage Rev Bond Riverplace Proj Ser A
              LOC Bank of Tokyo 1-1-2020                                                  Aa3*       1,053,137        1,061,590
    485,000   Minneapolis (City of) MN, 8.25% Health Care Fac Rev Bond Jones-Harrison Residence
              Ser 1991 9-1-2011                                                           N/R          479,122          518,451
    350,000   Minneapolis (City of) MN, 8.25% Rev Bond Trinity Housing
              Proj Ser 1991 2-1-2018                                                      N/R          350,000          355,359
    500,000   Minnesota Housing Finance Agency, 6.95% Housing Dev Bond
              Ser 1992A 8-1-2017                                                          A+           500,000          519,130
    220,000   Minnesota Housing Finance Agency, 7.70% Single Family Mortgage
              Bond Ser C 7-1-2014                                                         AA+          221,321          232,177
    440,000   Northfield (City of) MN, 7.00% Health Care Fac Northfield
               Retirement Ctr 5-1-2015                                                    N/R          435,935          444,818
    735,000   Red Wing (City of) MN, 6.50% Elderly Housing Fac Ref Rev River
              Region Obligated Group Ser 1993C 9-1-2022                                   BBB+         730,567          692,951
    500,000   Spring Park (City of) MN, 8.25% Health Care Fac Rev Bond Twin Birch
              Health Care Ctr 8-1-2011                                                    N/R          500,000          543,300
    660,000   Waconia (City of) MN HRA, 6.00% Ref Rev Bond Evangelical Lutheran
              Good Samaritan Society Ser 1993A 6-1-2014                                   A-           660,000          626,815
                                                                                                    10,249,676       10,597,149
              MISCELLANEOUS - 4.60%
    450,000   Dakota County MN HRA, 7.50% Limited Annual Appropriation Tax & Rev
              Supported Bond Ser 1991 1-1-2006                                            BBB+         450,000          468,661
    400,000   Dawson (City of) MN, 7.30% IDR Ref Bond Associated Milk
              Producers 9-1-2000                                                          N/R          396,426          414,760
  1,000,000   Minneapolis (City of) MN CDA, 7.375% Limited Tax Supported Dev Rev Common
              Bond Fund Ser 1992G-3 12-1-2012                                             BBB+       1,000,000        1,077,510
500,000Minneapolis (City of) MN CDA, 8.375% Limited Tax Supported Dev Rev Common
              Bond Fund Ser 1990-6A 6-1-2007                                              BBB+         497,500          556,100
                                                                                                     2,343,926        2,517,031
<PAGE>
              POLLUTION CONTROL - 4.99%
    500,000   Bass Brook (City of) MN, 6.00% Pollution Control Ref Rev Bond Minnesota Power
              & Light Co Proj Ser 1992 7-1-2022                                           A-           484,117          481,145
    650,000   East Grand Forks (City of) MN, 7.75% Pollution Control Rev Ser 1991A
              (American Crystal Sugar) 4-1-2018                                           BBB+         650,532          675,461
  1,000,000   Minnesota Public Fac Auth, 6.65% Zero Coupon Water Pollution
              Rev Bond Ser 1992A 3-1-2007 (d)                                             AAA          458,681          490,160
  1,000,000   Minnesota Public Fac Auth, 7.10% Water Pollution Rev
              Bond Ser 1990A 3-1-2012                                                     AAA          978,768        1,078,410
                                                                                                     2,572,098        2,725,176
              PUBLIC FACILITIES - 4.01%
    400,000   Duluth (City of) MN, 6.75% Gross Rev Recreation Fac Bond
              Spirit Mountain Ser 1992 2-1-2007                                           N/R          400,000          407,068
    325,000   Moorhead (City of) MN, 7.75% Golf Course Rev Bond
              Ser 1992A 12-1-2N/R                                                         325,000      352,121
    500,000   St. Paul (City of) MN HRA, 6.45% Parking Rev Bond Ser 1992A 8-1-2007        A            500,000          512,835
  1,000,000   St. Paul (City of) MN HRA, 5.45% Sales Tax Rev Bond Civic Ctr
              Proj Ser 1993 11-1-2013                                                     A            983,302          920,970
                                                                                                     2,208,302        2,192,994
              REFUNDED WITH US GOVERNMENT SECURITIES - 5.52%
    230,000   Minneapolis (City of) MN CDA for Mt Sinai Hospital Assoc, 9.50% Ser 1986 11-1-2006
              (Refunded 11-1-1996 @ 102)                                                  AAA          243,870          251,618
    400,000   Minneapolis (City of) MN HRA, 8.00% St Paul Healthone Ser 1990B 8-15-2014
              (Refunded 8-15-2000 @ 102)                                                  AAA          412,960          461,000
  1,100,000   Minneapolis (City of) MN, 9.125% Hospital Fac Ref Rev Bond Ser B 12-1-2014
              (Refunded 12-1-1997 @ 102)                                                  AAA        1,189,416        1,238,479
  1,020,000   Southern MN Municipal Power Agency, 7.125% Power Supply Sys Rev Bond
              Ser C 1-1-2015 (Refunded 1-1-1996 @ 102)                                    AAA        1,021,201        1,061,249
                                                                                                     2,867,447        3,012,346
              UTILITIES - ELECTRIC - 14.83%
  1,000,000   Northern MN Municipal Power Agency, 5.50% Elec Sys Rev Bond
              Ser B AMBAC Insured 1-1-2018                                                AAA          946,235          947,760
  1,295,000   Northern MN Municipal Power Agency, 7.102% Zero Coupon Elec Sys Ref Rev Ser A Primary
              Insured AMBAC 1-1-2011(d)                                                   AAA          442,260          505,723
    945,000   Northern MN Municipal Power Agency, 7.25% Elec Sys Rev
              Bond Ser A 1-1-2016                                                         A            962,331        1,014,987
    500,000   Northern MN Municipal Power Agency, 7.40% Elec Sys Rev Bond
              Ser A AMBAC Insured
              1-1-2018 (Refunded 1-1-1999 @ 102)                                          AAA          508,257          550,090
  1,515,000   St. Cloud MN Hydro Electric, 7.375% Gen Fac Rev Bond 12-16-2018             A-         1,545,882        1,582,826
  1,000,000   Southern MN Municipal Power Agency, 5.00% Power Supply Sys
              Rev Bond Ser 1993A 1-1-2012                                                 A+           947,190          891,260
  2,505,000   Western MN Municipal Power Agency, 7.00% Minnesota Power Supply
              Sys Rev Bond Ser A 1-1-2013                                                 A          2,504,458        2,609,584
                                                                                                     7,856,613        8,102,230
              UTILITIES - WATER & SEWER - 1.01%
    500,000   St. Paul (City of) MN, 8.00% Sewer Rev Bond Ser 1988A 12-1-2008 (Crossover Refunded
              12-1-1998 @ 101)                                                            BBB          500,000          549,745
              TOTAL MUNICIPAL OBLIGATIONS                                                          $51,488,433      $53,228,270
<FN>
              * Moody's Rating
</TABLE>
<TABLE>
<CAPTION>
SHORT-TERM INVESTMENTS-0.92%
  Principal                                                                                                             Market
   Amount                                                                                                              Value (b)
              INVESTMENT COMPANY:
<S>           <C>                                                                         <C>      <C>              <C>
$504,612      Federated Minnesota Municipal Cash Trust, Current rate--4.09%                                          $  504,612
              TOTAL INVESTMENTS IN SECURITIES (COST: $51,993,045) (A)                                               $53,732,882
        (a)   At March 31,1995, the cost of securities for federal income tax purposes was $52,008,011
              and the aggregate gross unrealized appreciation and depreciation based on that cost was:
              Unrealized appreciation                                                                                $2,236,715
              Unrealized depreciation                                                                                  (511,844)
              Net unrealized appreciation                                                                            $1,724,871
        (b)   See Note A of accompanying Notes to Financial Statements, regarding valuation of securities.
        (c)   Note:  Percentage of investments as shown is the ratio of the total market value to total net assets.
        (d)   The interest rate disclosed for zero coupon securities represents the effective yield on the date of acquisition.
</TABLE>
<PAGE>
NEW YORK PORTFOLIO

Schedule of Investments (Unaudited)

March 31, 1995
<TABLE>
<CAPTION>
MUNICIPAL OBLIGATIONS - 95.47%
                                                                                          Standard
  Principal                                                                               & Poor's                      Market
   Amount                                                                                  Rating      Cost (a)        Value (b)
<S>           <C>                                                                         <C>     <C>              <C>
              GENERAL OBLIGATIONS - 2.22%
   $250,000   North Hempstead (Town of) NY, 7.25% Public Improvement Ser Bond FGIC
              Insured Ser A Unlimited Tax 4-1-2012 (Refunded 4-1-1999 @ 102)              AAA     $    249,375     $    276,090


              HEALTH CARE/ SERVICES - 6.64%
    500,000   New York State Med Care Fac Fin Agency, 6.375% Mt. Sinai Hospital &
              Nursing Home Rev Ref Mtg C FHA Insured 8-15-2029                            AAA          497,064          503,280
    305,000   New York Med Care Fac Fin Agency - Mental Health, 7.70% 2-15-2018           BBB+         315,761          323,111
                                                                                                       812,825          826,391
              HOUSING - 21.62%
    410,000   New York Mortgage Agency, 7.85% Rev Homeowner Mtg
              Ser BB-2 10-1-2008                                                          Aa*          409,133          435,326
    861,000   New York State, 7.80% Dorm Auth Rev Bond Insd-Pooled Cap Prog,
              FGIC Insured 12-1-2005                                                      AAA          872,433          947,806
    400,000   New York State, 8.125% Dorm Auth City Univ Ref Bond Ser A 7-1-2007          BBB          401,774          435,012
    770,000   New York State, 7.50% Dorm Auth Rev Ref State Univ
              Edl Fac Ser B 5-15-2011                                                     BBB+         785,562          870,184
                                                                                                     2,468,902        2,688,328
              MISCELLANEOUS - 6.19%
    250,000   New York (City of) Municipal Assistance Corp., 7.625% Ser 67 Bond (Pub
              Benefit Corp. of the State of NY) 7-1-2008                                  AA-          252,787          275,933
    500,000   United Nations Development Corp., 6.00% Rev Ref
              Sr Lien Ser 1992A 7-1-2012                                                  A*           483,615          493,335
                                                                                                       736,402          769,268
              POLLUTION CONTROL - 8.27%
    290,000   Babylon (Town of) NY, 8.10% Industrial Dev Agency Res Recov Rev
              Bond Ser 1985 (Odgen Martin Systems, Inc.) 1-1-2000                         Baa*         289,825          314,827
    655,000   Babylon (Town of) NY, 8.50% Industrial Dev Agency Res Recov Rev
              Bond Ser 1985C (Odgen Martin Systems, Inc.) 1-1-2019                        Baa*         681,286          713,583
                                                                                                       971,111        1,028,410
              REFUNDED WITH US GOV'T SECURITIES - 36.36%
    395,000   Metropolitan Transportation Auth, NY, 8.375% Transit Fac Rev Bond Ser F
              7-1-2016 (Refunded 7-1-1996 @ 102)                                          AAA          397,567          421,528
    350,000   New York (City of) Municipal Assistance Corp., 8.25% Ser 56 Bond 7-1-2008
              (Refunded 7-1-1996 @ 102)                                                   AAA          353,678          373,160
    690,000   New York City, 8.25% General Obligation Ser 1991F 11-15-2017
              (Refunded 11-15-2001 @ 101.5)                                               AAA          672,236          822,935
    450,000   New York City Municipal Water Fin Auth, 7.875% Water & Sewer Sys Rev Bond
              Ser B 6-15-2016 (Refunded 6-15-1996 @ 102)                                  AAA          455,772          476,546
    600,000   New York Local Government Assistance Corp., 7.50% Ser 1991B Bond
              4-1-2020 (Refunded 4-1-2001 @102)                                           AAA          599,375          685,854
    600,000   New York State Med Care, 7.45% (St. Luke's Hosp) FHA and Secondary
              MBIA Insured Ser B 2-15-2029 (Refunded 2-15-2000 @102)                      AAA          598,500          673,920
    345,000   New York Med Care Fac Fin Agency - Mental Health, 7.70% 2-15-2018
              (Refunded 2-15-1998 @ 102)                                                  AAA          355,319          378,810
    600,000   New York State Urban Development Corp., 7.375% Rev Correctional
              Cap Fac FSA Insured Ser 3 1-1-2018 (Refunded 1-1-2002 @102)                 Aaa*         595,918          690,066
                                                                                                     4,028,365        4,522,819
              TRANSPORTATION - 12.02%
    500,000   New York State Thruway Service Contract, 6.375% Local
              Highway & Bridge 4-1-2012                                                   BBB          494,480          503,255
    500,000   New York Triborough Bridge & Tunnel Auth,
              8.125% General Purpose Rev Ref Bond Ser L 1-1-2012                          A+           501,955          549,710
    420,000   Port Authority of NY & NJ, 8.70% 7-15-2020                                  AA           444,793          441,672
                                                                                                     1,441,228        1,494,637
              UTILITY - ELECTRIC - 2.15%
    300,000   New York (State of), 5.25% Power Auth General Purpose Ser CC 1-1-2018       AA-          296,127          267,972
              TOTAL MUNICIPAL OBLIGATIONS                                                          $11,004,335      $11,873,915
<FN>
              * Moody's Rating
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SHORT-TERM INVESTMENTS-2.32%
  Principal                                                                                                             Market
   Amount                                                                                                              Value (b)
              INVESTMENT COMPANY:
<S>           <C>                                                                                    <C>            <C>
   $287,951   Federated Tax-Free Obligation Fund, Current rate 4.05%                                                $   287,951
              TOTAL INVESTMENTS IN SECURITIES (COST $11,292,286)                                                    $12,161,866
        (a)   At March 31, 1995, the cost of securities for federal income tax purposes was $11,292,286
              and the aggregate gross unrealized appreciation and depreciation based on that cost was:
              Unrealized appreciation                                                     $900,855
              Unrealized depreciation                                                     (31,275)
              Net unrealized appreciation                                                 $869,58
        (b)   See Note A of accompanying Notes to Financial Statements, regarding
              valuation of securities.
        (C)   Note:  Percentage of investments as shown is the ratio of the
              total market value to total net assets.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF ASSETS AND LIABILITIES
(Unaudited)
March 31, 1995                                                                            National        Minnesota      New York
Portfolio                                                                                 Portfolio       Portfolio
ASSETS:
<S>                                                                                     <C>             <C>            <C>
  Investments in securities, as detailed in the accompanying schedule, at market
      (cost $68,507,724; $51,993,045; and $11,292,286; respectively) (Note A)           $ 71,732,913    $ 53,732,882   $ 12,161,866
Receivables:
      Interest                                                                             1,268,950         955,086        242,130
Subscriptions of capital stock                                                                30,041              22             --
  Deferred registration costs (Note A)                                                        45,557          15,214         33,393
Prepaid expenses                                                                              43,817          60,127         20,755
TOTAL ASSETS                                                                              73,121,278      54,763,331     12,458,144

LIABILITIES:
  Cash portion of distributions payable                                                      114,803          58,285         12,205
Redemptions of capital stock                                                                  53,085          18,578            152
Payable for investment advisory and management fees (Note B)                                  47,498          33,289          8,440
Payable for distribution fees (Note B)                                                            40              25             10
Accounts payable and accrued expenses                                                          3,454           2,518            651
TOTAL LIABILITIES                                                                            218,880         112,695         21,458

NET ASSETS:
  Net proceeds of capital stock, par value $.01
      per share - authorized 100,000,000,000 shares (Note D)                              70,671,470      53,383,184     11,563,791
Unrealized appreciation of investments                                                     3,225,189       1,739,837        869,580
  Undistributed (excess of distributions over) net investment income                          50,554          27,501         (2,136)
  Accumulated net realized gain (loss) from sale of investments                           (1,044,815)       (499,886)         5,451
TOTAL NET ASSETS                                                                        $ 72,902,398    $ 54,650,636   $ 12,436,686

Shares outstanding and net asset value per share:
  Class A shares (based on net assets of $681,786; $287,639; and $20,085,
      respectively, and 64,380; 28,224; and 1,861 shares outstanding, respectively)           $10.59          $10.19         $10.79
Class B shares (based on net assets of $100,935; $78,000; and $175,955,
      respectively, and 9,542; 7,673; and 16,335 shares outstanding, respectively)            $10.58          $10.17         $10.77
  Class C shares (based on net assets of $1,968; $12,390; and $0,
      respectively, and 186; 1,216; and 0 shares outstanding, respectively)                   $10.58          $10.19         $   --
  Class E shares (based on net assets of $71,645,269; $53,985,158; and $12,240,646,
      respectively, and 6,764,983; 5,289,168; and 1,134,096 shares outstanding,
      respectively)                                                                           $10.59          $10.21         $10.79
  Class H shares (based on net assets of $472,440; $287,449; and $0,
      respectively, and 44,637; 28,214; and 0 shares outstanding, respectively)               $10.58          $10.19         $   --
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

<TABLE>
<CAPTION>
STATEMENTS OF OPERATIONS

(Unaudited)

For the Six-Month Period Ended March 31, 1995
                                                                                           National        Minnesota      New York
                                                                                           Portfolio       Portfolio      Portfolio
NET INVESTMENT INCOME:
<S>                                                                                     <C>             <C>            <C>
  Income:
      Interest Income                                                                     $2,405,177      $1,781,787       $428,721
  Expenses:
      Investment advisory and management fees (Note B)                                       274,483         189,663         49,709
      Distribution fees (Class A) (Note B)                                                       338             133             15
      Distribution fees (Class B) (Note B)                                                       295             164            540
      Distribution fees (Class C) (Note B)                                                         3              24             --
      Distribution fees (Class H) (Note B)                                                     1,073             619             --
      Registration fees (Note A)                                                              25,685          15,214         24,519
      Legal and auditing fees (Note B)                                                        13,887          14,016          7,520
      Shareholders' notices and reports                                                       11,762           6,579          2,892
      Custodian fees                                                                           6,573           4,327          1,491
      Directors' fees and expenses                                                             3,776           3,165            428
      Other                                                                                    3,370           2,202          1,674
  Total expenses                                                                             341,245         236,106         88,788
<PAGE>
      Less: Reimburseable expenses (Note B)                                                       --              --        (19,878)
Net expenses                                                                                 341,245         236,106         68,910
NET INVESTMENT INCOME                                                                      2,063,932       1,545,681        359,811

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTE A):
  Net realized gain (loss) from security transactions                                       (506,108)       (338,838)        14,804
  Net change in unrealized appreciation (depreciation) of investments                      1,836,646       1,003,263         72,561
NET GAIN ON INVESTMENTS                                                                    1,330,538         664,425         87,365
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                      $3,394,470      $2,210,106      $ 447,176
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


STATEMENTS OF CHANGES IN NET ASSETS

NATIONAL PORTFOLIO
<TABLE>
<CAPTION>
                                                                                         SIX-MONTH          THREE-MONTH
                                                                                       PERIOD ENDED        PERIOD ENDED
                                                                                      MARCH 31, 1995    SEPTEMBER 30, 1994
                                                                                        (UNAUDITED)          (NOTE C)
OPERATIONS:
<S>                                                                                   <C>               <C>
  Net investment income                                                                 $  2,063,932          $  1,096,634
  Net realized gain (loss) from security transactions                                       (506,108)             (480,946)
  Net change in unrealized appreciation (depreciation) of investments                      1,836,646              (144,516)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                            3,394,470               471,172
DISTRIBUTIONS TO SHAREHOLDERS:
  From net investment income
      Class A                                                                                 (7,384)                   --
      Class B                                                                                 (1,331)                   --
      Class C                                                                                    (17)                   --
      Class E                                                                             (2,035,500)           (1,042,508)
      Class H                                                                                 (5,033)                   --
  From net realized gains on investments
      Class A                                                                                   (158)                   --
      Class B                                                                                    (39)                   --
      Class C                                                                                     --                    --
      Class E                                                                                (35,740)                   --
      Class H                                                                                   (111)                   --
TOTAL DISTRIBUTIONS TO SHAREHOLDERS                                                       (2,085,313)           (1,042,508)
CAPITAL STOCK SOLD AND REPURCHASED:
  Proceeds from sale of shares (Note B)
      Class A (64,271 shares)                                                                657,005                    --
      Class B (9,413 shares)                                                                  93,834                    --
      Class C (187 shares)                                                                     1,925                    --
      Class E (298,780 and 288,469 shares)                                                 3,080,585             3,032,231
      Class H (44,383 shares)                                                                449,594                    --
  Proceeds from shares issued as a result of reinvested dividends
      Class A (268 shares)                                                                     2,809                    --
      Class B (129 shares)                                                                     1,343                    --
      Class C (2 shares)                                                                          17                    --
      Class E (133,799 and 66,477 shares)                                                  1,373,896               701,460
      Class H (254 shares)                                                                     2,655                    --
  Less cost of repurchase of shares
      Class A (159 shares)                                                                    (1,626)                   --
      Class B (0 shares)                                                                          --                    --
      Class C (3 shares)                                                                         (25)                   --
      Class E (879,286 and 478,650 shares)                                                (8,945,421)           (5,031,493)
      Class H (0 shares)                                                                          --                    --
NET INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS                             (3,283,409)           (1,297,802)
TOTAL INCREASE (DECREASE) IN NET ASSETS                                                   (1,974,252)           (1,869,138)
NET ASSETS:
  Beginning of period                                                                     74,876,650            76,745,788
  End of period (includes undistributed net investment income of
  $50,554 and $35,887, respectively)                                                    $ 72,902,398          $ 74,876,650
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS

MINNESOTA PORTFOLIO
<TABLE>
<CAPTION>
                                                                                        SIX-MONTH          THREE-MONTH
                                                                                       PERIOD ENDED        PERIOD ENDED
                                                                                      MARCH 31, 1995    SEPTEMBER 30, 1994
                                                                                        (UNAUDITED)          (NOTE C)
OPERATIONS:
<S>                                                                                   <C>               <C>
   Net investment income                                                              $  1,545,681        $    783,827
   Net realized gain (loss) from security transactions                                    (338,838)            (86,449)
   Net change in unrealized appreciation (depreciation) of investments                   1,003,263            (300,009)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                          2,210,106             397,369
DISTRIBUTIONS TO SHAREHOLDERS:
   From net investment income
       Class A                                                                              (2,869)                 --
       Class B                                                                                (794)                 --
       Class C                                                                                (117)                 --
       Class E                                                                          (1,533,097)           (777,817)
       Class H                                                                              (2,824)                 --
TOTAL DISTRIBUTIONS TO SHAREHOLDERS                                                     (1,539,701)           (777,817)
CAPITAL STOCK SOLD AND REPURCHASED:
   Proceeds from sale of shares (Note B)
       Class A (29,866 shares)                                                             295,772                  --
       Class B (7,597 shares)                                                               74,892                  --
       Class C (1,208 shares)                                                               11,942                  --
       Class E (156,370 and 115,839 shares)                                              1,544,905           1,180,013
       Class H (28,006 shares)                                                             277,000                  --
   Proceeds from shares issued as a result of reinvested dividends
       Class A (55 shares)                                                                     553                  --
       Class B (79 shares)                                                                     794                  --
       Class C (11 shares)                                                                     114                  --
       Class E (117,631 and 59,511 shares)                                               1,169,606             607,372
       Class H (208 shares)                                                                  2,097                  --
   Less cost of repurchase of shares
       Class A (1,697 shares)                                                              (16,804)                 --
       Class B (3 shares)                                                                      (25)
       Class C (3 shares)                                                                      (25)                 --
       Class E (399,219 and 166,694 shares)                                             (3,940,957)         (1,700,863)
       Class H (0 shares)                                                                       --                  --
Net Increase (Decrease) in Net Assets from Share Transactions                             (580,136)             86,522
TOTAL INCREASE (DECREASE) IN NET ASSETS                                                     90,269            (293,926)
NET ASSETS:
   Beginning of period                                                                  54,560,367          54,854,293
   End of period (includes undistributed net investment income of
       $27,501 and $21,521, respectively)                                             $ 54,650,636        $ 54,560,367
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
NEW YORK PORTFOLIO
                                                                                        SIX-MONTH        THREE-MONTH
                                                                                       PERIOD ENDED      PERIOD ENDED
                                                                                      MARCH 31, 1995  SEPTEMBER 30, 1994
                                                                                      (UNAUDITED)         (NOTE C)
OPERATIONS:
<S>                                                                                 <C>             <C>
   Net investment income                                                                   $   359,811         $   183,772
   Net realized gain (loss) from security transactions                                          14,804                  --
   Net change in unrealized appreciation (depreciation) of
       investments                                                                              72,561             (93,136)
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                           447,176              90,636
DISTRIBUTIONS TO SHAREHOLDERS:
<PAGE>
   From net investment income
       Class A                                                                                                        (334)      --
       Class B                                                                                                      (2,720)      --
       Class C                                                                                                          --       --
       Class E                                                                                (356,771)           (183,333)
       Class H                                                                                      --                  --
   From excess distribution of net investment income
       Class A                                                                                      --                  --
       Class B                                                                                      --                  --
       Class C                                                                                      --                  --
       Class E                                                                                      --              (2,122)
       Class H                                                                                      --                  --
   From realized gains on investments
       Class A                                                                                     (34)                 --
       Class B                                                                                    (286)                 --
       Class C                                                                                      --                  --
       Class E                                                                                 (21,850)                 --
       Class H                                                                                      --                  --

TOTAL DISTRIBUTIONS TO SHAREHOLDERS                                                           (381,995)           (185,455)
CAPITAL STOCK SOLD AND REPURCHASED:
   Proceeds from sale of shares (Note B)
       Class A (1,829 shares)                                                                   19,130                  --
       Class B (16,049 shares)                                                                 166,075
       Class C (2 shares)                                                                           25                  --
       Class E (9,614 and 12,315 shares)                                                       101,936             133,289
       Class H (2 shares)                                                                           25                  --
   Proceeds from shares issued as a result of reinvested dividends
       Class A (34 shares)                                                                         368                  --
       Class B (286 shares)                                                                      3,040                  --
       Class C (0 shares)                                                                           --                  --
       Class E (28,017 and 13,268 shares)                                                      296,724             143,899
       Class H (0 shares)                                                                           --                  --
   Less cost of repurchase of shares
       Class A (2 shares)                                                                          (25)                 --
       Class B (0 shares)                                                                           --
       Class C (2 shares)                                                                          (25)                 --
       Class E (95,562 and 21,826 shares)                                                   (1,012,561)           (236,486)
       Class H (2 shares)                                                                          (25)                 --
Net Increase (Decrease) in Net Assets from Share Transactions                                 (425,313)             40,702
Total Increase (Decrease) in Net Assets                                                       (360,132)            (54,117)
Net Assets:
   Beginning of period                                                                      12,796,818          12,850,935
   End of period (includes excess distributions over net investment income
   of $2,136 and $2,122, respectively)                                                    $ 12,436,686        $ 12,796,818
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
<PAGE>

FORTIS TAX-FREE PORTFOLIOS, INC.
Notes to Financial Statements
(Unaudited)

A.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Fortis Tax-Free Portfolios,
     Inc. (the fund) is an open-end management investment company which
     currently is comprised of three separate investment portfolios and series
     of capital stock: the National and Minnesota Portfolios, both of which are
     diversified portfolios, and the New York Portfolio, which is a non-
     diversified portfolio, each of which has different investment objectives
     and its own investment portfolio and net asset values. The investment
     objective of National Portfolio is to seek as high a level of current
     income exempt from federal income tax as is believed to be consistent with
     preservation of capital. The investment objective of Minnesota Portfolio is
     to seek as high a level of current income exempt from federal and Minnesota
     income tax as is believed to be consistent with preservation of capital.
     The investment objective of New York Portfolio is to seek as high a level
     of current income exempt from federal, New York State, and New York City
     income tax as is believed to be consistent with the preservation of
     capital.  The Minnesota and New York Portfolios concentrate their
     investments in a single state and, therefore, may have more credit risk
     related to the economic conditions of the respective state than a portfolio
     with broader geographical diversification.   The fund offers Class A, Class
     B, Class C, Class E and Class H shares. Class E shares are only available
     to existing shareholders on November 14, 1994. Class A and E shares are
     sold with a front-end sales charge. Class B and H shares are sold without a
     front-end sales charge and may be subject to a contingent deferred sales
     charge, and such shares automatically convert to Class A after eight years.
     Class C shares are sold without a front-end sales charge and may be subject
     to a contingent deferred sales charge. All classes of shares have identical
     voting, dividend, liquidation and other rights and the same terms and
     conditions, except that the level of distribution fees charged differs
     between classes. Income, expenses (other than expenses incurred under each
     class's distribution agreement) and realized and unrealized gains or losses
     on investments are allocated to each class of shares based on its relative
     net assets.  Security Valuation: Tax exempt bonds for which quotations are
     not readily available are valued at fair value as determined by a pricing
     system approved by the Board of Directors. The pricing system may employ
     electronic data processing techniques and/or a matrix system to determine
     valuations using methods which include consideration of yields or prices of
     municipal bonds of comparable quality, type of issue, coupon, maturity and
     rating; indications as to value from dealers; and general market
     conditions. Short-term investments, with maturities of less than 60 days
     when acquired, or which subsequently are within 60 days of maturity, are
     valued at amortized cost.

     SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME: Security transactions
     are accounted for on the trade date. Interest income is recorded on the
     accrual basis. Realized security gains and losses are determined using the
     identified cost method. For financial reporting purposes, the portfolios
     amortize long-term bond premium and original issue discount.

     For the six-month period ended March 31, 1995, the cost of purchases and
     proceeds from sales of securities (other than short-term securities)
     aggregated $14,053,046 and $17,063,236 for National Portfolio; $4,986,190
     and $5,539,970 for Minnesota Portfolio; and $0 and $600,365 for New York
     Portfolio; respectively.

     INCOME TAXES: The portfolios intend to qualify, under the Internal Revenue
     Code, as regulated investment companies and if so qualified, will not have
     to pay federal income taxes to the extent their taxable net income is
     distributed. On a calendar year basis, the fund intends to distribute
     substantially all of its taxable net investment income and realized gains,
     if any, to avoid the payment of federal excise taxes.

     Net realized gains may differ for financial statement and tax purposes
     primarily because of wash sale transactions. The character of distributions
     made during the year from net investment income or net realized gains may
     also differ from their ultimate characterization for federal income tax
     purposes. Also, due to the timing of dividend distributions, the fiscal
     year in which amounts are distributed may differ from the year that the
     income or realized gains (losses) were recorded by the fund. The effect on
     dividend distributions of certain book-to-tax differences are reflected as
     excess distributions of net investment income in the statements of changes
     in net assets and the financial highlights.

     For federal income tax purposes the National and Minnesota Portfolios had
     the following capital loss carryovers at September 30, 1994, which, if not
     offset by subsequent capital gains, will expire in 2002 for the National
     Portfolio, and in 1997 and 2002 for the Minnesota Portfolio. It is unlikely
     the Board of Directors will authorize a distribution of any net realized
     gains until the available capital loss carryovers have been offset or
     expired.
          National Portfolio                      $530,828
          Minnesota Portfolio                     146,082


 <PAGE>


     DEFERRED COSTS: Registration costs are deferred and charged to income over
     the registration period.

     INCOME AND CAPITAL GAINS DISTRIBUTION: The portfolios declare income
     distributions daily to be paid on the last business day of each month. The
     portfolios will make annual distributions of any realized capital gains as
     required by law. These income and capital gains distributions may be
     reinvested in additional shares of the portfolio at net asset value on the
     payable date or paid in cash five business days after month end without any
     charge to the shareholder.
B.   Payments to Related Parties: Fortis Advisers, Inc. (Advisers), is the
     investment adviser for the fund. Investment advisory fees paid by the
     Minnesota and New York Portfolios are computed at an annual rate of .8% of
     the first $50 million in average daily net assets, .7% of the next $50
     million in average daily net assets and .625% of average daily net assets
     in excess of $100 million. The National Portfolio's investment advisory
     fees are computed at an annual rate of .8% of the first $50 million in
     average daily net assets, and .7% of average daily net assets in excess of
     $50 million.  The fee percentage for the Minnesota Portfolio is based upon
     the aggregate average net assets of the National and Minnesota Portfolios
     combined. The fee is then allocated to the Minnesota Portfolio based upon
     proportionate net assets. The fee percentage for National and New York
     Portfolio is based upon the average net assets of each portfolio alone.

     In addition to the investment advisory and management fee, Classes A, B, C
     and H pay Fortis Investors, Inc. (the fund's principal underwriter)
     distribution fees equal to .25% (Class A) and 1.00% (Class B, C and H) of
     average daily net assets (of the respective classes) on an annual basis, to
     be used to compensate those who sell shares of the fund and to pay certain
     other expenses of selling fund shares. Fortis Investors, Inc., also
     received sales charges (paid by purchasers of the fund's shares)
     aggregating $16,626 for Class A and $51,621 for Class E for National
     Portfolio; $11,540 for Class A and $45,018 for Class E for Minnesota
     Portfolio; and $895 for Class A and $4,063 for Class E for New York
     Portfolio for the six-month period ended March 31, 1995.

     Advisers has voluntarily undertaken to limit annual expenses for New York
     Portfolio (exclusive of interest, taxes, brokerage commissions, 12b-1 fees
     and non-recurring extraordinary charges and expenses) commencing November
     1, 1994 to 1.09% of average net assets. During the six-month period ended
     March 31, 1995, Advisers waived $19,878 of its advisory fee.

     Legal fees and expenses aggregating $6,558, $10,339 and $1,530 for the
     National, Minnesota, and New York Portfolios, respectively, were paid to a
     law firm of which the secretary of the fund is a partner.

C.   Change in Accounting Period: Effective September 30, 1994, Fortis Tax-Free
     Portfolios, Inc. changed its fiscal accounting and tax year-end to
     September 30 (previously June 30).

D.   Capital Changes: At the special shareholders' meeting of August 23, 1994,
     the Amended and Restated Articles of Incorporation were approved, which
     increased the number of authorized shares from 20 billion to 100 billion
     and allows the fund to issue multiple classes of shares.

E.   Financial Highlights: Selected per share historical data for each of the
     Portfolios were as follows:


                                              CLASS E
<TABLE>
<CAPTION>


                                                                  Three-Month                               Six-Month
                                                                 Period Ended                             Period Ended    Year Ended
                                                                 September 30,      Year Ended June 30,       June 30,  December 31,

<S>                                                         <C>       <C>      <C>      <C>      <C>           <C>      <C>
NATIONAL PORTFOLIO                                           1995**      1994     1994     1993     1992          1991         1990
Net asset value, beginning of period                        $ 10.38   $ 10.46  $ 11.13  $ 10.54  $  9.99       $  9.82      $  9.98
Operations:
  Investment income - net                                       .30       .15      .60      .63      .66           .32          .66
  Net realized and unrealized gains (losses) on investments     .21     (.09)    (.64)      .59      .55           .17        (.15)
Total from operations                                           .51       .06    (.04)     1.22     1.21           .49          .51
Distributions to shareholders:
  From investment income - net                                (.29)     (.14)    (.59)    (.62)    (.66)         (.32)        (.67)
  Excess distribution of net investment income                    -         -        -    (.01)        -             -            -
  From net realized gains on investments                      (.01)         -    (.04)        -        -             -            -
Total distributions to shareholders                           (.30)     (.14)    (.63)    (.63)    (.66)         (.32)        (.67)
Net asset value, end of period                              $ 10.59   $ 10.38  $ 10.46  $ 11.13  $ 10.54       $  9.99      $  9.82
Total Return@                                                 5.03%      .59%  (0.49%)   11.99%   12.46%         5.09%        5.33%
Net assets, end of period (000s omitted)                    $71,645   $74,877  $76,746  $70,754  $54,189       $43,707      $41,041
Ratio of expenses to average daily net assets                 .94%*     .87%*     .87%     .94%     .92%         .95%*         .95%
Ratio of net investment income to average daily net assets   5.74%*    5.74%*    5.38%    5.80%    6.40%        6.58%*        6.71%
Portfolio turnover rate                                         20%       17%      25%      29%      38%           25%          90%

</TABLE>
 <PAGE>

<TABLE>
<CAPTION>

                                                                      Class A  Class B  Class C  Class H
                                                                        1995+    1995+    1995+    1995+

<S>                                                                   <C>      <C>      <C>      <C>
Net asset value, beginning of period                                   $ 9.79   $ 9.79   $ 9.79   $ 9.79
Operations:
  Investment income - net                                                 .22      .18      .18      .18
  Net realized and unrealized gains (losses) on investments               .81      .81      .81      .81
Total from operations                                                    1.03      .99      .99      .99
Distribution to shareholders:
From investment income - net                                            (.22)    (.19)    (.19)    (.19)
  From net realized gains on investments                                (.01)    (.01)    (.01)    (.01)
Total distributions to shareholders                                     (.23)    (.20)    (.20)    (.20)
Net asset value, end of period                                         $10.59   $10.58   $10.58   $10.58
Total Return@                                                          10.54%   10.14%   10.14%   10.14%
Net assets end of period (000s omitted)                                $  682   $  101   $    2   $  472
Ratio of expenses to average daily net assets                          1.19%*   1.94%*   1.94%*   1.94%*
Ratio of net investment income to average daily net assets             5.27%*   4.46%*   4.46%*   4.46%*
Portfolio turnover rate                                                   20%      20%      20%      20%

</TABLE>
  * ANNUALIZED.
  **  FOR THE SIX-MONTH PERIOD ENDED MARCH 31, 1995.
  + FOR THE PERIOD FROM NOVEMBER 14, 1994 (COMMENCEMENT OF OPERATIONS) TO
MARCH 31, 1995.
  @ THESE ARE THE PORTFOLIO'S TOTAL RETURNS DURING THE PERIOD, INCLUDING
REINVESTMENT OF ALL DIVIDEND AND CAPITAL GAINS DISTRIBUTIONS, WITHOUT
ADJUSTMENT FOR SALES CHARGE.

<TABLE>
<CAPTION>

                                              CLASS E
                                                                  Three-Month                                Six-Month
                                                                 Period Ended                             Period Ended   Year Ended
                                                                September 30,        Year Ended June 30,      June 30, December 31,

<S>                                                         <C>       <C>      <C>      <C>      <C>      <C>          <C>
MINNESOTA PORTFOLIO                                          1995**      1994     1994     1993     1992          1991         1990
Net asset value, beginning of period                        $ 10.08   $ 10.15  $ 10.65  $ 10.16  $  9.78       $  9.68      $  9.73
Operations:
  Investment income - net                                       .29       .15      .59      .61      .64           .31          .63
  Net realized and unrealized gains (losses) on investments     .13     (.08)    (.51)      .49      .38           .11        (.05)
Total from operations                                           .42       .07      .08     1.10     1.02           .42          .58
Distributions to shareholders:
  From investment income - net                                (.29)     (.14)    (.58)    (.61)    (.64)         (.32)        (.63)
Net asset value, end of period                              $ 10.21   $ 10.08  $ 10.15  $ 10.65  $ 10.16       $  9.78      $  9.68
Total Return@                                                 4.26%      .72%     .64%   11.17%   10.71%         4.36%        6.20%
Net assets, end of period (000s omitted)                    $53,985   $54,560  $54,854  $52,271  $38,586       $29,449      $26,481
Ratio of expenses to average daily net assets.                .89%*     .85%*     .85%     .89%     .90%         .97%*         .98%
Ratio of net investment income to average daily net assets   5.83%*    5.69%*    5.51%    5.82%    6.37%        6.47%*        6.56%
Portfolio turnover rate                                         10%        8%      11%      17%      10%            8%          63%

</TABLE>

<TABLE>
<CAPTION>

                                                            Class A   Class B  Class C  Class H
                                                              1995+     1995+    1995+    1995+
<S>                                                         <C>       <C>      <C>      <C>
Net asset value, beginning of period                         $ 9.56    $ 9.56   $ 9.56   $ 9.56
Operations:
  Investment income - net                                       .21       .19      .19      .19
  Net realized and unrealized gains (losses) on investments     .63       .61      .63      .63
Total from operations                                           .84       .80      .82      .82
Distribution to shareholders:
  From investment income - net                                (.21)     (.19)    (.19)    (.19)
Net asset value, end of period                               $10.19    $10.17   $10.19   $10.19
Total Return@                                                 9.00%     8.38%    8.70%    8.70%
Net assets end of period (000s omitted)                      $  288    $   78   $   12   $  287
Ratio of expenses to average daily net assets                1.14%*    1.89%*   1.89%*   1.89%*
Ratio of net investment income to average daily net assets   5.31%*    4.76%*   4.31%*   4.31%*
Portfolio turnover rate                                         10%       10%      10%      10%

</TABLE>
  * Annualized.
  **  For the six-month period ended March 31, 1995.
  + For the period from November 14, 1994 (commencement of operations) to
March 31, 1995.
  @ These are the portfolio's total returns during the period, including
reinvestment of all dividend and capital gains distributions, without
adjustment for sales charge.

<TABLE>
<CAPTION>

                                              CLASS E
                                                                           Three-Month                                   Nine-Month
                                                                          Period Ended                                 Period Ended
                                                                         September 30,         Year Ended June 30,         June 30,
<S>                                                                   <C>      <C>      <C>      <C>           <C>     <C>
NEW YORK PORTFOLIO                                                     1995**     1994     1994     1993          1992         1991
Net asset value, beginning of period                                  $ 10.74  $ 10.81  $ 11.51  $ 11.03       $ 10.57      $ 10.27
Operations:
  Investment income - net                                                 .30      .15      .62      .65           .66          .48
  Net realized and unrealized gains (losses) on investments               .08    (.06)    (.54)      .65           .62          .30
Total from operations                                                     .38      .09      .08     1.30          1.28          .78
Distributions to shareholders:
 <PAGE>

  From investment income - net                                          (.31)    (.16)    (.62)    (.65)         (.66)        (.48)
  Excess distribution of net investment income                              -        -        -    (.01)             -
  From net realized gains on investments                                (.02)        -    (.16)    (.16)         (.16)            -
Total distributions to shareholders                                     (.33)    (.16)    (.78)    (.82)        ,(.82)        (.48)
Net asset value, end of period                                        $ 10.79  $ 10.74  $ 10.81  $ 11.51       $ 11.03      $ 10.57
Total Return@                                                           3.59%     .79%     .63%   12.19%        12.53%        5.49%
Net assets, end of period (000s omitted)                              $12,241  $12,797  $12,851  $13,915       $14,943      $15,952
Ratio of expenses to average daily net assets (a).                     1.09%*   1.09%*     .99%     .99%         1.00%       1.23%*
Ratio of net investment income to average daily net assets (a)         5.80%*   5.74%*    5.55%    5.74%         6.15%       6.08%*
Portfolio turnover rate                                                    0%       0%       4%      17%           19%          18%

</TABLE>



                                                CLASS E
<TABLE>
<CAPTION>

                                                                   Year Ended
                                                                September 30,

<S>                                                             <C>
NEW YORK PORTFOLIO                                                       1990
Net asset value, beginning of period                                 $  10.50
Operations:
  Investment income - net                                                 .67
  Net realized and unrealized gains (losses) on investments             (.22)
Total from operations                                                     .45
Distributions to shareholders:
  From investment income - net                                          (.67)
  Excess distribution of net investment income                              -
  From net realized gains on investments                                (.01)
Total distributions to shareholders                                     (.68)
Net asset value, end of period                                        $ 10.27
Total Return@                                                           4.44%
Net assets, end of period (000s omitted)                              $27,065
Ratio of expenses to average daily net assets (a).                      1.09%
Ratio of net investment income to average daily net assets (a)          6.35%
Portfolio turnover rate                                                   31%

</TABLE>

<TABLE>
<CAPTION>


<S>                                                                   <C>      <C>      <C>      <C>
                                                                      Class A  Class B  Class C  Class H
                                                                        1995+    1995+  1995***  1995***
Net asset value, beginning of period                                   $10.35   $10.35    $   -    $   -
Operations:
  Investment income - net                                                 .22      .18        -        -
  Net realized and unrealized gains (losses) on investments               .47      .45        -        -
Total from operations                                                     .69      .63        -        -
Distribution to shareholders:
  From investment income - net                                          (.23)    (.19)        -        -
  From net realized gains on investments                                (.02)    (.02)        -        -
Total distributions to shareholders                                     (.25)    (.21)        -        -
Net asset value, end of period                                         $10.79   $10.77        -        -
Total Return@                                                           6.79%    6.27%
Net assets end of period (000s omitted)                                $   20   $  176
Ratio of expenses to average daily net assets (a)                      1.34%*   2.09%*
Ratio of net investment income to average daily net assets (a)         5.56%*   4.76%*
Portfolio turnover rate                                                    0%       0%

</TABLE>


     (a) Advisers has voluntarily undertaken to limit annual expenses for New
York Portfolio (exclusive of interest, taxes, brokerage commissions, 12b-1 fees
and non-recurring extraordinary charges and expenses) to 1.09% of average net
assets. From June 1, 1993 to June 30, 1994, Advisers agreed to limit expenses to
.99% of average net assets. Prior to June 1, 1993, Advisers agreed to limit
expenses to 1.00% of average net assets.  Prior to June 1, 1991 Empire of
American Advisory Services, Inc., the previous advisor of the Portfolio, and
Empire National Securities, Incorporated, the previous distributor of the
Portfolio, each agreed to waive a portion of its fees or reimburse the Fund for
certain operating expenses. For each of the periods presented, had the waivers
and reimbursement of expenses not been in effect, the ratios of expenses and net
investment income to average daily net assets would have been 1.42% and 5.47%
for class E, 1.67% and 5.23% for class A, 2.42% and 4.43% for class B, for the
period ending March 31, 1995; 1.09% and 5.45% for the year ended June 30, 1994;
1.05% and 5.68% for the year ended June 30, 1993; 1.26% and 5.89% for the year
ended June 30, 1992; 1.48% and 5.83% for the nine-month period ended June 30,
1991; and 1.49% and 5.95% for the year ended September 30, 1990.
       *  Annualized.
      **  For the six-month period ended March 31, 1995.
     ***  Class C and H have no activity as of March 31, 1995.
          +  For the period from November 14, 1994 (commencement of operations)
to March 31, 1995.
          @  These are the portfolio's total returns during the period,
including reinvestment of all dividend and capital gains distributions, without
adjustment for sales charge.


DIRECTORS

RICHARD W. CUTTING, CPA and Financial Consultant
ALLEN R. FREEDMAN, Chairman and Chief Executive Officer, Fortis, Inc.; Managing
Director of Fortis International, N.V
DR. ROBERT M. GAVIN, President, Macalester College
BENJAMIN S. JAFFRAY, Chairman, Sheffield Group, Ltd.
JEAN L. KING, President, Communi-King
DEAN C. KOPPERUD, President and Director, Fortis Advisers, Inc., Fortis
Investors, Inc.; Senior Vice President and Director of Fortis Benefits Insurance
Company; Senior Vice President of Time Insurance Company
EDWARD M. MAHONEY, Prior to January, 1994, Chairman and Chief Executive Officer
Fortis Advisers, Inc. Fortis Investors, Inc.
THOMAS R. PELLETT, Prior to January, 1991, Senior Vice President-Administration
and Corporate Affairs and Director,
Pet Incorporated
ROBB L. PRINCE, Vice President and Treasurer, Jostens, Inc.
LEONARD J. SANTOW, Principal, Griggs &Santow, Inc.
JOSEPH M. WIKLER, Prior to January, 1994, Director of Research, Chief Investment
Officer, Principal and Director, The Rothschild Co.

 <PAGE>

OFFICERS
DEAN C. KOPPERUD, Vice President
STEPHEN M. POLING, Vice President
DENNIS M. OTT, Vice President
JAMES S. BYRD, Vice President
ROBERT C. LINDBERG, Vice President
KEITH R. THOMSON, Vice President
ROBERT W. BELTZ, JR., Vice President
ROBERT J. CLANCY, Vice President
THOMAS D. GUALDONI, Vice President
LARRY A. MEDIN, Vice President
JON H. NICHOLSON, Vice President
JOHN W. NORTON, Vice President
DAVID A. PETERSON, Vice President
MICHAEL J. RADMER, Secretary
TAMARA L. FAGELY, Treasurer
DAVID G. CARROLL, 2nd Vice President
CHRIS J. NEUHARTH, 2nd Vice President


INVESTMENT MANAGER, REGISTRAR AND TRANSFER AGENT, Fortis Advisers, Inc., Box
64284, St. Paul, Minnesota 55164
PRINCIPAL UNDERWRITER, Fortis Investors, Inc., Box 64284, St. Paul, Minnesota
55164
CUSTODIAN, First Bank National Association, Minneapolis, Minnesota
GENERAL COUNSEL, Dorsey & Whitney P.L.L.P., Minneapolis, Minnesota
INDEPENDENT AUDITORS, KPMG Peat Marwick LLP, Minneapolis, Minnesota

THE USE OF THIS MATERIAL IS AUTHORIZED ONLY WHEN PRECEDED OR ACCOMPANIED BY A
PROSPECTUS.

<PAGE>



FORTIS FINANCIAL GROUP

     Fortis Financial Group (FFG) is a premier provider of insurance and
investment portfolios whose fund manager, Fortis Advisors, Inc. has established
a nationwide reputation for money management. Through Fortis Investors, Inc.,
FFG offers mutual funds, annuities and variable universal life insurance. Life
and disability products are issued and underwritten by Time Insurance Company
and Fortis Benefits Insurance Company.
     With more than $5 billion in assets under management, FFG is part of
Fortis, a $100 billion worldwide financial services and insurance organization
represented in 11 countries.
     Like the Fortis name, which comes from the Latin for steadfast, our focus
is on the long-term in all we do: the relationships we build, the performance
we seek, the service we provide and the products we offer.


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