GIT INCOME TRUST
485APOS, 1997-03-27
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As Filed with the 
Commission on March 27, 1997

Registration No. 2-80808
SEC File No. 811-3616

                Securities and Exchange Commission
                        Washington, D.C.

                           Form N-1A

Registration Statement Under The Securities Act of 1933    X  

     Pre-Effective Amendment No. _____

     Post-Effective Amendment No.  17                     X  

Registration Statement Under The Investment Company Act
     of 1940                                              X  

     Amendment No. 19

                        GIT Income Trust
        (Exact Name of Registrant as Specified in Charter)

         1655 Fort Myer Drive, Arlington, Virginia  22209

          Registrant's Telephone Number:  (703) 528-3600

               W. Richard Mason, Secretary
                       GIT Income Trust
                     1655 Fort Myer Drive
                 Arlington, Virginia  22209
              (Name and Address of Agent for Service)

                          Copy to:
                   David Leahy, Esquire
                  Sullivan & Worcester LLP
                1025 Connecticut Avenue, N.W.
                 Washington, D.C.  20036

Approximate Date of Proposed Public Offering
      It is proposed that this filing will become effective:
     _____ immediately upon filing pursuant to Rule 485(b)
     _____ on July 31, 1996 pursuant to Rule 485(b)
     ______60 days after filing pursuant to Rule 485(a)(1)
     _____ on July 31, 1996  pursuant to Rule 485(a)(1)
     _____ 75 days after filing pursuant to Rule 485(a)(2)
     __X__ on June 13, 1997 pursuant to Rule 485(a)(2)

The Registrant has registered an indefinite number of 
its shares pursuant to Rule 24f-2 under the Investment 
Company Act of 1940.  The Registrant's Notice under Rule 
24f-2 for the fiscal year ended March 31, 1996 was filed on
May 20, 1996.
<PAGE>
Cross-Reference Sheet

Form N1-A

Part A, Information Required in a Prospectus

Item 1       Inside cover Page
Item 2       Expense Summary
Item 3       Financial Highlights
Item 4       Inside cover, About Tax-Free Trust
             Investment Objective, Investment
             Policies (including Investment
             Considerations, Portfolio-Specific
             Considerations and Specialized
             Investment Techniques)
Item 5       Management of the Trust
Item 5A      Incorporated by reference in the
             Registrant's annual report
Item 6       The Trust and Its Shares, Dividends,
             Performance Information, Taxes
             (including Federal Tax Considerations
             and State Tax Considerations), Net
             Asset Value, How to Purchase and 
             Redeem Shares (Telephone Transactions)
             and rear cover page
Item 7       How to Purchase and Redeem Shares
             (Purchasing Shares)
Item 8       How to Purchase and Redeem Shares 
             (Redeeming Shares, Additional Charges
             and Closing An Account)
Item 9       Not applicable

Part A applicable to the Trust's other two portfolios,
effective July 31, 1996, was previously filed and
is incorporated herein by reference.

Part B, Items Required in a Statement of
Additional Information

Item 10      Cover page
Item 11      Table of Contents (Cover page)
Item 12      Introductory Information
Item 13      Supplemental Investment Policies,
             Municipal Securities, Special
             Considerations Regarding State
             Portfolios, Investment Limitations
Item 14      The Investment Advisor, Trustees and
             Officers
Item 15      Organization of the Trust, Trustees and
             Officers
Item 16      The Investment Advisor, Administrative
             and Other Expenses, Custodians and
             Special Custodians, 
Item 17      Portfolio Transactions
Item 18      Organization of the Trust
Item 19      Share Purchases, Share Redemptions,
             Declaration of Dividends, Determination
             of Net Asset Value
Item 20      Additional Tax Matters
Item 21      Not applicable
Item 22      Yield and Total Return Calculations
Item 23      Annual and Semi-Annual Reports are
             incorporated by reference and discussed
             in Financial Statements and Independent
             Auditors' Report, Legal Matters & Inde-
             pendent Auditors, Additional Information

Part C, Other Information

Items 24 through 32 follow Part B
<PAGE>
GIT Income Trust

Madison Bond Fund Portfolio

Prospectus
June 13, 1997

GIT
GIT Investment Funds

<PAGE>

Table of Contents
About GIT Income Trust            2
Expense Summary                   2
Financial Highlights              3
Investment Objective              3
Investment Policies               4
Management of the Trust           7
The Trust and Its Shares          8
Dividends                         8
Performance Information           8
Taxes                             9
Net Asset Value                   9
How to Purchase and Redeem Shares 9

Office
1655 Ft. Myer Drive
Arlington, VA  22209

Custodian
Star Bank, N.A.
Cincinnati, OH  45202

Auditors
Ernst & Young LLP

Telephone Numbers
Shareholder Services
Washington, DC area:  703-528-6500
Toll-free nationwide:  800-336-3063

<PAGE>

Prospectus/June 13, 1997
1655 Fort Myer Drive, Arlington, Virginia 22209-3108

GIT Income Trust
   
Madison Bond Fund Portfolio

GIT Income Trust is a mutual fund whose goal is to provide 
monthly dividends to its shareholders by investing in bonds and 
other debt securities in accordance with the investment quality 
policies of each of its portfolios.  The Trust offers shares of 
three separate portfolios: the Madison Bond Fund Portfolio,
the Government Portfolio, and the Maximum 
Income Portfolio.  The Government Portfolio and Maximum
Income Portfolio are offered pursuant to a separate prospectus.

The Madison Bond Fund Portfolio (the "Portfolio") has two investment 
objectives: (1) Production of current income consistent with its quality 
standards and (2) Preservation of capital. To achieve its objectives, the 
Portfolio will invest in investment grade bonds with an average dollar 
weighted maturity not to exceed 10 years.
    
Features
*No commissions or sales charges
*No "12b-1" expenses
*Invest or withdraw funds by mail or wire transfer       
*$1,000 minimum initial investment
*Dividends        can be paid by check or direct 
deposit, or reinvested  monthly
*Checking privileges

This Prospectus is intended to be a concise statement of 
information which investors should know before investing. After 
reading the Prospectus, it should be retained for future 
reference. A paper copy of the prospectus is available to 
investors who received an electronic prospectus without charge by 
calling or writing the Trust.

A Statement of Additional Information concerning the Trust, 
bearing the same date as this Prospectus, has been filed with the 
Securities and Exchange Commission and is incorporated herein by 
reference. It is available without charge by calling or writing 
the Trust.

Shares of the Trust are not deposits or obligations of, or 
guaranteed or endorsed by, any bank. Shares are not federally 
insured by the Federal Deposit Insurance Corporation, the Federal 
Reserve Board, or any other agency.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE 
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED 
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION 
TO THE CONTRARY IS A CRIMINAL OFFENSE.

Bankers Finance Advisors, LLC. 
Investment Advisor

<PAGE>

About GIT Income Trust

GIT Income Trust (the "Trust") is a diversified, open-end 
management investment company, commonly known as a mutual fund. 
The Trust was organized as a Massachusetts business trust under a 
Declaration of Trust dated November 18, 1982.  The Trust is 
managed by Bankers Finance Advisors, LLC (the 
"Advisor") of the same address as the Trust.
   
The Trust offers shares of three separate portfolios: the
Portfolio, the Government Portfolio and the
Maximum Income Portfolio. The Government and Maximum
Income Portfolios are managed independently of the
Portfolio and are offered pursuant to a separate prospectus. 
    

Expense Summary

The purpose of this table is to assist investors in understanding 
the various costs and expenses that an investor will bear 
directly or indirectly (see also "Management of the Trust").

Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases    None
Redemption Fee                             None
Exchange Fee                               None

Annual Fund Operating Expenses
(as a percentage of average net assets)
Management Fees                            0.500%
12b-1 Fees                                 None
Other expenses                             0.75%

Total Fund Operating Expenses              1.25%


Example
                        1 Year  3 Years  5 Years  10 Years

You would pay the
following expenses on
a $1,000 investment,
assuming (1) a five
percent annual return
and (2) redemption
at the end of each
time period:            $13     $40      $69       $151

The hypothetical example shown above is based on the restated
expense levels listed under the caption "Annual Fund Operating 
Expenses" and is intended to provide the investor with an 
understanding of the level of expenses that might be incurred 
in the future. The five percent return used in the example is 
arbitrary and is for illustrative purposes only. It should not be 
considered representative of the Trust's past or future 
performance, nor should the expenses in the example be 
considered representative of future expenses, which may 
actually be greater or less than those shown.  Additional 
fees and transaction charges described elsewhere in this 
prospectus, if applicable, will increase the level
of expenses that can be incurred.
   
FINANCIAL HIGHLIGHTS
(For a share outstanding throughout the year)
The following Financial Highlights of Madison Bond Fund, Inc.,
economic predecessor of the Trust's Madison Bond Fund Portfolio,*
have been audited by Williams, Young & Associates, LLC,
independent public accountants. The Independent Auditor's Report
and additional information about the performance of the Fund is
contained in the Madison Bond Fund, Inc. Annual Report to 
shareholders which may be obtained without charge by calling or 
writing the Trust.
          
     <TABLE>     
    <CAPTION>
          
                                           Period Ended December 31,
                   
                                           -------------------------

    <S>                             <C>     <C>     <C>    <C>    <C>    <C>    <C>
                  
                                   1996    1995   1994    1993   1992   1991   1990**
    NET ASSET VALUE:
     Beginning of year...          $21.17  $19.62 $21.21 $21.14 $21.87 $20.55 $20.00

    <CAPTION>

    INCOME FROM INVESTMENT OPERATIONS:

    <S>                            <C>    <C>    <C>    <C>    <C>    <C>    <C>

     Net investment income..       $1.07  $ 1.17 $ 1.15 $ 1.03 $ 1.08 $ 1.22 $  .51
     Net realized & unrealized gains
      or (losses) on securities     (.55)   1.55  (1.59)   .24   (.21)  1.58    .55

     Total from invstmt operations $ .52    2.72 $ (.44)$ 1.27 $  .87 $ 2.80 $ 1.06

    <CAPTION>
     
    LESS DISTRIBUTIONS:

    <S>                             <C>    <C>    <C>    <C>    <C>    <C>    <C>

     Dividends from net income.     $(1.06)$(1.17)$(1.15)$(1.03)$(1.04)$(1.27)$ (.51)
     Capital gains distributions.      .00    .00    .00   (.17)  (.15)  (.21)   .00
     Return of capital                 .00    .00    .00    .00   (.41)   .00    .00

    <CAPTION>

    NET ASSET VALUE:

    <S>                             <C>    <C>    <C>    <C>    <C>    <C>    <C>
    
     End of year                    $20.63 $21.17 $19.62 $21.21 $21.14 $21.87 $20.55
         
    TOTAL RETURN                      2.55% 14.11% (2.11%) 6.04%  4.08% 14.01%  5.35%

    <CAPTION>

    RATIOS:

    <S>                              <C>    <C>     <C>    <C>    <C>    <C>    <C>

     Operating expenses to
      average net assets              1.51% 1.35%  1.18%  1.19%  1.51%  1.54%  1.57%
     Net income to average net assets 4.86% 5.49%  5.50%  4.92%  5.40%  6.36%  3.65%
     Portfolio turnover rate         94.24%57.99% 78.29% 67.59% 95.80% 55.70%   .00%

</TABLE>
*Madison Bond Fund, Inc. merged into the Portfolio on or 
about the effective date of this Prospectus.  The Portfolio 
was created so that Madison Bond Fund, Inc. could reorganize 
as a series of the Trust.  The Portfolio had negligible 
assets prior to the merger.
 **Madison Bond Fund, Inc. began operations on April 23, 1990.
    
Investment Objective

The investment objectives of the Portfolio are (1) production of
current income consistent with its quality standards and (2)
preservation of capital. The Portfolio seeks to achieve its objectives
by investing in corporate debt securities, obligations of the
U.S. Government and its agencies and instrumentalities and money
market instruments. The Portfolio will invest at least 65% of its
assets in bonds with the total portfolio having an average dollar
weighted maturity of ten years or less.

Although the investment objective of the Portfolio may be changed 
without shareholder approval, shareholders will be notified in 
writing prior to any material change.  There can be no assurance 
that the objective of the Portfolio will be achieved.

Investment Policies
   
To achieve current income, the Portfolio intends to invest 
in corporate debt securities and obligations of
the U.S. Government and its agencies.

The Advisor believes that capital preservation can best be
achieved through flexibility of investment strategies. Although 
the careful selection of bonds and money market instruments is 
the primary factor affecting the investment return of the Portfolio, 
the percentage of the Portfolio's assets which may be invested at any
particular time in corporate bonds, U.S. Government and Government 
Agency bonds and money market instruments, and the average 
weighted maturity of the total portfolio will depend on 
management's judgment regarding the risks in the general market.
The Portfolio's advisor monitors many factors affecting the
market outlook, including economic, monetary and interest rate 
trends, market momentum, institutional psychology and historical 
similarities to current conditions.

The Portfolio will normally invest at least 65% of its assets in bonds with
the total portfolio having an average dollar weighted maturity of 10 years 
or less. If the Advisor believes that market risks are high and bond
prices in general are vulnerable to decline, the Portfolio may take
certain temporary defensive actions such as reducing the average
maturity of the Portfolio's bond holdings and increasing the Portfolio's
cash reserves.  Such "cash reserves"' are defined as short-term
investments such as U.S. Treasury Bills, high-grade commercial
paper, (rated in the top two rating classes by Standard & Poor's
or Moody's) bank certificates of deposit or repurchase
agreements. The objective of shortening maturities and holding
substantial cash reserves, as defined above, is to reduce the
Portfolio's exposure to bond price depreciation during periods of rising 
interest rates, and to maintain desired liquidity while awaiting
more attractive investment conditions in the bond market. 
    
Under such circumstances, up to 100 percent of the Portfolio 
may be so invested.  To the extent that the Portfolio is so 
invested, it is not invested in accordance with policies designed 
to achieve its stated investment objective.
   
The Advisor believes that the ability and willingness to shorten 
maturities and hold substantial cash reserves during periods of 
market vulnerability is the most distinguishing feature in 
comparing the Portfolio's investment philosophy and strategies 
with those of most mutual funds with similar investment
objectives. In the Advisor's opinion, such other mutual funds 
generally do not shorten maturities dramatically during volatile 
times. When the Advisor anticipates that interest rates will be
stable or falling, the Advisor intends to maintain the average 
dollar weighted maturity in the 5-10 year range. During periods
when interest rates are rising or the Advisor anticipates
rising interest rates, the average dollar weighted
maturity may be shortened dramatically to 1-2 years.   The
willingness to make these strategic shifts differentiates
the Portfolio's strategy from most other funds. It is the general
intention of the Portfolio to maintain such defensive positions
temporarily or until the Advisor perceives that a period of market
vulnerability has passed.  Adoption or maintenance of a 
defensive posture may, however, cause the Portfolio to
underperform the general market during particular
periods.

Changes in the level of interest rates will directly affect
the market value of fixed income securities and the value of your
Portfolio shares. A decline in interest rates will tend to increase
market value of securities, while a rise in interest rates will tend 
to decrease their value. The longer the maturity of a security the 
greater the price fluctuation may be. Limiting the average weighted
maturity of the portfolio to ten years and shortening the average
maturity during periods of rising interest rates tend to reduce the
extent to which the value of Portfolio shares will fluctuate. The
shorter the maturity of a bond, generally the less volatile its
market price will be.

Corporate Debt Securities.  The Portfolio may invest in
 corporate debt securities accorded one of the four highest quality
ratings by Standard & Poor's or Moody's or, if unrated, judged by
the Advisor to be a comparable quality. Bonds rated AAA, AA, or A
by Standard & Poor's or Aaa, Aa, or A by Moody's indicate strong
to high capacity of the issuer to pay interest and repay
principal. The fourth highest rating, (e.g. BBB by
Standard & Poor's or Baa by Moody's) indicates adequate capacity
to pay interest and repay principal, but suggests that adverse
economic conditions may weaken the issuer's ability to meet
these obligations. Securities rated Baa by Moody's and BBB by
Standard & Poor's are regarded as having some speculative
characteristics. These bonds are also more sensitive to economic
changes than higher grade bonds. If a BBB or Baa bond held in the
Portfolio is downgraded by Standard and Poor's or by Moody's, the
bond will be sold within twelve months following the
downgrade.

U.S. Government Securities.  The Portfolio may invest in securities 
guaranteed by the U.S. Government, including direct obligations 
of the U.S. Treasury (Treasury bills, notes and bonds) and certain
federal agency obligations.  The payment of principal and interest 
on these securities is unconditionally guaranteed by the U.S. 
Government, and thus they are considered the highest quality rated 
debt security.  Securities issued by U.S. Government instrumentalities 
and certain federal agencies are neither direct obligations of, nor
guaranteed by, the Treasury. However, they generally involve
federal sponsorship in one way or another. These agencies and
instrumentalities include, but are not limited to, Federal Land
Banks, Federal Home Administration, Federal Home Loan Banks,
Federal National Mortgage Association and Government National
Mortgage Association. 

Money Market Securities.  The Portfolio may invest in money 
market securities which include a) commercial paper (including 
variable rate master demand notes) rated at least A-2 by 
Standard and Poor's Corporation or Prime-2
by Moody's, or if not so rated, issued by a corporation which has
outstanding debt obligations rated at least in the top two
ratings by Standard and Poor's and Moody's; b) debt obligations
(other than commercial paper) of corporate issuers which
obligations are rated at least AA by Standard or Poor's or Aa by
Moody's; and c) obligations of or guaranteed by the U.S.
government, its agencies or instrumentalities. Money market
securities are subject to the limitation that they mature within
one year of the date of their purchase. Government money market
securities include treasury bills, notes and bonds issued by the
U.S. government and backed by the full faith and credit of the
United States, as well as securities issued or guaranteed as to
principal and interest by agencies and instrumentalities of the
U.S. government.
    
Other Policies.  In order to ensure diversification, the Trust's 
fundamental investment policies stipulate certain restrictions. 
No more than five percent of each Portfolio's assets may be 
invested in the securities of one issuer (excluding U.S. 
Government securities) as of the date of purchase. No more than 
10 percent of any Portfolio's assets may be invested in illiquid 
securities, including restricted securities, other securities for 
which no readily available market exists, and repurchase agreements 
that cannot be terminated within seven days. No more 
than 25 percent of the total assets of the Portfolio may be 
invested in the securities of issuers in a single industry.

The Portfolio will be invested in debt securities with 
maturities which, in the judgment of the Advisor, will provide 
the highest yields available from debt securities over the life 
of the investment.       The Advisor may adjust this 
maturity, however, and may sell securities prior to maturity. 
Such sales may result in realized capital gains or losses. The 
Trust does not intend, however, to engage in extensive 
short-term trading. 
       
Specialized Investment Techniques

To achieve its objectives, the Portfolio may use certain 
specialized investment techniques, including investment  in 
"when-issued" securities, securities with variable interest 
rates, loans of portfolio securities, financial futures 
contracts, foreign securities and repurchase agreements.

"When-issued" securities are purchased or sold with payment and 
delivery scheduled to take place at a future time, usually 15 to 
45 days from the date the transaction is arranged. When investing 
in "when-issued" securities, the Trust relies on the other party 
to complete the transaction. Should the other party fail to do 
so, the Trust might lose a more advantageous investment 
opportunity.

Repurchase agreements involve a sale of securities to the Trust 
by a financial institution or securities dealer, simultaneous 
with an agreement by that institution to repurchase the same 
securities at the same price, plus interest, at a later date. The 
Trust will limit repurchase agreements to those financial 
institutions and securities dealers who are considered 
creditworthy under guidelines adopted by the Trustees. The 
Advisor will follow a procedure designed to ensure that all 
repurchase agreements acquired by the Trust are always at least 
100 percent collateralized as to principal and interest. When 
investing in repurchase agreements, the Trust relies on the other 
party to complete the transaction on the scheduled date by 
repurchasing the securities.  Should the other party fail to do 
so, the Trust would hold securities it did not intend to own. 
Were it to sell such securities, the Trust might incur a loss. In 
the event of insolvency or bankruptcy of the other party to a 
repurchase agreement, the Trust could encounter difficulties and 
might incur losses upon the exercise of its rights under the 
repurchase agreement.

Investment Risk Considerations

The investment policies of the Trust involve certain risks. For 
example, the market value of bonds and other debt securities 
tends to rise when prevailing interest rates decline and fall 
when prevailing interest rates rise. Longer maturities increase 
the magnitude of these changes. Investments with the highest 
yields may have longer maturities and lower credit ratings than 
other securities, increasing the possibility of fluctuations in 
value per share. Investments with lower credit ratings may have 
limited marketability, making it difficult for the Trust to 
dispose of such securities advantageously, and may present the 
risk of default, which could result in a loss of principal and 
interest.

Management of the Trust

The Trustees. Under the terms of the Declaration of Trust, which 
is governed by the laws of the Commonwealth of Massachusetts, the 
Trustees are ultimately responsible for the conduct of the 
Trust's affairs. They serve indefinite terms of unlimited 
duration and they appoint their own successors, provided that 
always at least two-thirds of the Trustees have been elected by 
shareholders. The Declaration of Trust provides that a Trustee 
may be removed at any special meeting of shareholders by a vote 
of two-thirds of the Trust's outstanding shares.

The Advisor. Bankers Finance Advisors, LLC is a division of Madison
Investment Advisors, Inc., 6411 Mineral Point Road, Madison,
Wisconsin ("Madison").  Bankers Finance Advisors, LLC
administers approximately $200 million in assets and manages the 
GIT family of mutual funds, which includes stock, bond and money 
market portfolios.  Madison, a licensed investment advisory firm for
over 23 years, provides professional portfolio management services
to a number of clients, including stock and bond mutual funds, and
has approximately $2.8 billion under management.
The Advisor is responsible for the day-
to-day administration of the Trust's activities. Investment 
decisions regarding each of the Trust's portfolios can be 
influenced in various manners by a number of individuals. The
individuals primarily responsible for the management of the 
Trust's Portfolios are Chris Berberet and Jay Sekelsky. 
Mr. Berberet, vice president, has served as vice president of Madison
since 1992.  Prior to joining Madison, he was the Director of Fixed
Income Management for the ELCA Board of Pensions in 
Minneapolis, Minnesota.  Mr. Sekelsky, vice president, has served
as a principal of Madison since 1990.  Prior to joining Madison,
he was vice president for Wellington Management Group of Boston,
Massachusetts.  Messrs. Berberet and Sekelsky began managing the
Trust's Portfolios in 1996.

The Advisor is controlled by Madison.        The Advisor has the 
same address as the Trust.

Compensation. For its services under its Investment Advisory 
Agreement with the Trust, the Advisor receives a fee, payable 
monthly, calculated as 1/2 percent per annum of the average daily 
net assets of each portfolio. The Advisor may, in turn, 
compensate certain financial organizations for services resulting 
in purchases of Trust shares.

Distributor. GIT Investment Services, Inc. of the same address as 
the Trust acts as the Trust's Distributor. The Distributor is 
wholly owned by A. Bruce Cleveland, controlling owner of the
previous investment advisor to GIT Income Trust.
   
Services Agreement. Under a separate Services Agreement with the 
Trust, the Advisor provides operational and other support 
services for a fee subject to annual review and approval by the
Trustees.  (See "Expense Summary") 
    
Transfer Agent and Dividend Paying Agent. The Trust acts as its 
own transfer agent and dividend paying agent.

Expenses. The Trust is responsible for all expenses not assumed 
by the Advisor, including the costs of the following: shareholder 
services; legal, custodian and audit fees; trade association 
memberships; accounting; certain Trustees' fees and expenses; 
fees for registering the Trust's shares; the preparation of 
prospectuses, proxy materials and reports to shareholders; and the 
expense of holding shareholder meetings. 

The Trust and Its Shares

Under the terms of the Declaration of Trust, the Trustees may 
issue an unlimited number of whole and fractional shares of 
beneficial interest without par value for each series of shares 
they have authorized. All shares issued will be fully paid and 
nonassessable and will have no preemptive or conversion rights. 
Under Massachusetts law, the shareholders may, under certain 
circumstances, be held personally liable for the Trust's 
obligations. The Declaration of Trust, however, provides 
indemnification out of Trust property of any shareholder held 
personally liable for obligations of the Trust.
   
Shares in three series are authorized by the Trustees: the 
Madison Bond Fund Portfolio, the Government Portfolio 
and the Maximum Income Portfolio. Shares of each portfolio 
are of a single series and class, each representing an equal 
proportionate share in the assets, liabilities, income and 
expense of the respective portfolio, and each having the same 
rights as any other share within the series.

    
   
Each share has one vote and fractional shares have fractional 
votes. Except as otherwise required by applicable regulations, 
any matter submitted to a shareholder vote will be voted upon by 
all shareholders without regard to series or class. For matters 
where the interests of separate series or classes are not 
identical, the question will be voted on separately by each 
affected series or class. Voting is not cumulative.

The Trust does not intend to have regular shareholder meetings. 
Shareholder inquiries can be made to the offices of the Trust at 
the address on the cover of this prospectus.

Dividends

The Portfolio's net income is declared as dividends each 
business day. Dividends are paid in the form of additional shares 
credited to investor accounts at the end of each calendar month, 
unless a shareholder elects in writing to receive a monthly 
dividend payment by check or direct deposit.  Any net realized 
capital gains will be distributed at least annually.

Performance Information

    
   
From time to time the Trust advertises its yield and total 
return. Both figures are based on historical data and are not 
intended to indicate future performance.  Historical performance
information for the Portfolio for periods prior to the June 13, 
1997 is based on the performance of Madison Bond Fund,
Inc., the economic predecessor to the Portfolio.
    
For advertising purposes, the yield is calculated according to a 
standard formula prescribed by the Securities and Exchange 
Commission. This formula divides the theoretical net income per 
share during a 30-day period by the share price on the last day 
of the period.

While yield calculations ignore changes in share price, total 
return takes such changes into account, assuming that dividends 
and other distributions are reinvested when paid.

In addition to average annual total return, the Trust may quote 
total return over various periods and may quote the aggregate 
total return for a period. The Trust may also cite the ranking or 
performance of a portfolio as reported in the public media or by 
independent performance measurement firms.

Further information on the methods used to calculate each 
Portfolio's yield and total return may be found in the Trust's 
Statement of Additional Information. The Trust's Annual Report 
contains additional performance information. A copy of the Annual 
Report may be obtained without charge by calling or writing the 
Trust at the telephone number and address on the cover of this 
prospectus.

Taxes

Federal

For federal income tax purposes, the Portfolio intends to maintain 
its status under Subchapter M of the Internal Revenue Code as a 
regulated investment company by distributing to shareholders 100 
percent of its net income and net capital gains for each 
portfolio by the end of its fiscal year. The Internal Revenue 
Code also requires each portfolio to distribute at least 98 
percent of undistributed net income and capital gains realized 
from the sale of investments by calendar year-end in order to 
avoid a 4% excise tax. The capital gain distribution is determined
as of October 31 each year. Capital gain distributions, if any, 
are taxable to the shareholder. The Trust will send shareholders 
an annual notice of dividends and other distributions paid during 
the year.

State and Local

At the state and local level, dividend income and capital gains 
are generally considered taxable income. Interest on certain U.S. 
Government securities held by the Trust would be exempt from 
state and local income taxes if held directly by the shareholder. 
Because tax laws vary from state to state, shareholders should 
consult their tax advisors concerning the impact of mutual fund 
ownership in their own tax jurisdictions.
   
Cost Basis
    
Because the Portfolio's share price fluctuates, a redemption of 
shares by the shareholder creates a capital gain or loss which has 
tax consequences. It is the shareholder's responsibility to 
calculate the cost basis of shares purchased. Shareholders are 
advised to retain all statements received from the Trust and to 
maintain accurate records of their investments.
   
Certification of Tax Identification Number
    
Shareholders who fail to provide a valid social security or tax 
identification number may be subject to federal withholding at a 
rate of 31 percent of reportable income such as dividends, capital 
gains and redemptions. 

At the state and local level, dividend income and capital gains 
are generally considered taxable income. Interest on certain U.S. 
Government securities held by the Trust would be exempt from 
state and local income taxes if held directly by the shareholder. 
Because tax laws vary from state to state, shareholders should 
consult their tax advisors concerning the impact of mutual fund 
ownership in their own tax jurisdictions.

Net Asset Value

The net asset value per share of each portfolio is calculated as 
of 4 p.m. Washington, DC time each day the New York Stock 
Exchange is open for trading. Net asset value per share is 
determined by adding the value of all securities and other 
assets, subtracting liabilities and dividing the result by the 
total number of outstanding shares for the portfolio.

For purposes of calculating net asset value, securities for which 
current market quotations are readily available are valued at the 
mean between their bid and asked prices. Securities for which 
current quotations are not readily available are valued at their 
fair value as determined by the Trustees. Securities having a 
remaining effective maturity of 60 days or less are valued at 
amortized cost, subject to the Trustees' determination that this 
method reflects their fair value. The Trustees may use an 
independent pricing service for determination of security values.
   
Shareholder Transactions
    
Transactions into or out of the Trust are recorded in shares
and maintained to an accuracy of 1/1000th of a share.
   
Certificates will not be issued to represent shares in the Trust.

For institutions needing to maintain separate information on accounts
under their management, the Trust will provide a subaccounting report.
    
The option to initiate inter-fund exchanges and redemptions and 
to obtain account balance information by telephone is available 
automatically to all shareholders.  The Trust will employ 
reasonable security procedures to confirm that instructions 
communicated by telephone are genuine; and if it does not, it may be 
liable for losses due to unauthorized or fraudulent transactions.  
These procedures can include, among other things, requiring one 
or more forms of personal identification prior to acting upon 
telephone instructions, providing written confirmations and 
recording all telephone transactions. Certain transactions, 
including account registration or address changes, must be 
authorized in writing.


How to Purchase and Redeem Shares

Purchasing Shares

Purchases are priced at the net asset value per share 
next determined after the purchase order is received by the Trust 
in proper form and funds are received by the Trust's Custodian. 
This is normally one or two business days after an investment is 
received. Each shareholder is given an account with a
balance denominated in shares.

Purchases and Uncollected Funds. To protect shareholders 
against loss or dilution resulting from deposit items that 
are returned unpaid, the proceeds of any redemption  may be 
delayed 10 days or more until it can be determined that the 
check or other deposit item (including Automatic Monthly 
Investments) used for purchase of the shares has cleared. 
Such deposit items are considered "uncollected," until the 
Trust has determined that they have actually been paid by 
the bank on which they were drawn. Purchases made with cash, 
federal funds wire or U.S. Treasury check are considered 
collected when received and not subject to the 10 day hold.  
All purchases earn dividends from the day after the day of 
credit to a shareholder's account, even while not collected.
   
New Accounts.  The minimum initial investment is $1,000.
    
By Check:  New accounts may be opened by completing an 
application and forwarding it with a check to:

GIT Income Trust
1655 Fort Myer Drive, Suite 1000
Arlington, VA 22209-3108

By wire. Federal funds wires should be sent to Star Bank, N.A., 
Cinti/Trust, ABA No. 0420-0001-3, for credit as follows:

GIT Madison Bond Fund Account No. 48038-8883
(Investor name and account number)

Please call the Trust before the funds are wired to ensure 
proper and timely credit.  The Trust must be notified by 1 
p.m. Washington, DC time, to credit the shareholder's 
account the same day.

There is a charge of $6.00 for processing incoming wires of 
less than $1,000.
   
When a new account is opened by telephone for funds wired to 
the Trust, the investor will be required to submit a signed 
application promptly thereafter.  Payment of redemption 
proceeds is not permitted until a signed application
is on file with the Trust.

By Inter-Fund Exchange.  Shareholders may open a new account 
by exchange from an existing account when the account 
registration and tax identification number will remain
the same.  A new account application is required only when 
the account registration or tax identification number will 
differ from that on the application for the original account.  
Exchanges may only be made into funds that are 
sold in the shareholder's state of residence.
    
Subsequent Investments.  Subsequent investments may be made in any 
amount, but the Trust reserves the right to return investments of 
less than $50.00.  Checks should be payable to GIT Income Trust and sent to:

GIT Income Trust
P.O. Box 640393
Cincinnati, OH  45264-0393
   
Please include an investment deposit slip or a clear indication 
of the account to be credited.
    
By Inter Fund Exchange.  Shareholders  may redeem shares
from one GIT account and concurrently invest the proceeds 
in another GIT account by telephone when the account registration 
and tax identification number remain the same. There is no charge for 
this service.
   
By Automatic Monthly Investment.  Shareholders may elect to 
have regular monthly investments in any fixed amount of $100 
or more.  GIT will automatically initiate an Electronic 
Funds Transfer to credit the shareholder's GIT account and 
debit a bank account of their choice. You can change the 
amount or discontinue the automatic investment anytime.  
    
Redeeming Shares

Redemptions are processed on any day the New York Stock 
Exchange is open and are effected at the net asset value per 
share next determined after the redemption request is received in 
proper form. Redemptions may be made by mail        
or by wire transfer or telephone pursuant to preauthorized 
instructions.

   
Signature Guarantees

To protect shareholder investments, the Trust requires signature 
guarantees for some  redemptions.  Signature guarantees help 
the Trust ensure the identity of the authorized 
shareholder(s).  Signature guarantees are required for any  
redemption whereby the proceeds are to be delivered to (1) a 
person other than the shareholder of record (2) an address 
other than the  address of record or (3) a bank and bank 
account number other than previously designated.  The Trust 
accepts signature guarantees from banks with FDIC insurance, 
certain credit unions, trust companies, and members of a 
domestic stock exchange.  A guarantee from a notary public 
is not an acceptable signature guarantee.
    

Redemptions and Uncollected Funds. To protect shareholders 
against loss or dilution resulting from deposit items that 
are returned unpaid, the proceeds of any redemption  may be 
delayed 10 days or more until it can be determined that the 
check or other deposit item (including Automatic Monthly 
Investments)used for purchase of the shares has cleared. 
Such deposited items are considered "uncollected," until the 
Trust has determined that they have actually been paid
by the bank on which they were drawn. Purchases made with 
cash, federal funds wire or U.S. Treasury check are 
considered collected when received and not subject
to the 10 day hold. 
   
By Wire. With one business day's notice, funds can be sent 
by wire transfer to the bank and account designated on the 
account application or by subsequent written authorization.  
Redemption by wires can be arranged by calling the
telephone numbers on the cover of this prospectus.  Requests 
for wire transfer must be made by 4:00 p.m. EST the day 
before the wire will be sent.
    
Wire Fees:  Wires of $10,000 or more will be processed  to 
U.S. domestic banks without charge. Wire transfers for 
lesser amounts will be  processed for a fee of $10.   Wire 
transfers sent to a foreign bank for any amount will be 
processed for a fee of $30 or the cost of the wire if 
greater.  

By Telephone or By Mail. Upon request by telephone or in 
writing,  redemptions may be sent to the shareholder of 
record to the address of record by  check of the Trust. 
Redemption requests received by mail and telephone are 
normally processed  within one business day.
       
Stop Payment on Check Issued By the Trust.
    Call the Trust to place a stop payment on a check issued 
by the Trust.  
    
Normally, the  Trust charges a fee of  $28.00, or the cost of 
stop payment, if greater, for stop payment requests on a check 
issued by the Trust on behalf of  a shareholder. Certain 
documents may be needed before such a request can be processed.
       
 By Customer Check. A shareholder who has requested checkwriting 
privileges and submitted a signature card may write checks in any amount 
payable to any party. Checks of $500 or more are processed free 
of charge. There is a charge (by redemption of shares) of $5.00 
for checks written for under $500. An initial supply of preprinted 
checks will be sent free of charge. The cost of check reorders and of 
printing special checks will be charged to the shareholder's
account.

A confirmation statement showing the amount and number of each 
check written is sent to the shareholder. The Trust does 
not return canceled checks, but will provide copies of 
specifically requested checks. A fee of $1.00 per copy is charged 
for more than one check copy per year.
   
Stop Payments on Customer Checks.    
The Trust will honor stop payment requests on unpaid 
customer checks written by shareholders for a fee of $5.00. Oral 
stop payment requests are effective for 14 calendar days, at 
which time they will be canceled unless confirmed in writing. 
Written stop payment orders are effective for six months and may 
be extended by written request for another six months.

Automatic Periodic Redemptions. Shareholders may request one 
or more automatic periodic redemptions of a fixed or readily 
determinable sum, or of the actual dividends paid.  Such 
payments may be sent to the shareholder or to any other 
payee preauthorized in writing by the shareholder. There is 
no charge for this service, but the Trust reserves the right 
to impose a charge, or to impose a minimum amount for 
periodic redemptions.

Closing an Account
   
An account may be closed by telephone, wire transfer or by 
mail as explained above.
    
A shareholder who wishes to close an account should request that 
the account be closed, rather than redeeming the amount believed 
to be the account balance.  When an account is closed, shares 
will be redeemed at the next determined net asset value.

Minimum Balance.  The Trust reserves the right to 
involuntarily redeem accounts with balances of less than 
$700.  Prior to closing any such account, the shareholder 
will be given 30 days written notice, during which time the 
shareholder may increase his or her balance to avoid having 
the account closed.

Transaction Charges
       
Bounced Investment Checks.  Shareholders will be charged (by 
redemption of shares) $10.00 for items deposited for 
investment that are returned unpaid for any reason.  The 
Trust charges $5.00 to process each bearer bond coupon 
deposited.

Broker Fees.  Shareholders  who purchase or redeem shares 
through a securities broker may be charged a transaction fee 
by the broker for the handling of the transaction if the 
broker so elects.  Such charges are retained by the
broker and not transmitted to the Trust.  However, 
shareholders may engage in any transaction directly with the 
Trust to avoid such charges.

Additional Charges:  The Trust reserves the right to impose 
additional charges, upon 30 days written notice, to cover 
the costs of unusual transactions.  Services for which 
charges could be imposed include, but are not limited to, 
processing items sent for special collection, international 
wire transfers, research and processes for retrieval of 
documents or copies of documents.

Retirement Plans
   
IRAs. Individual Retirement Accounts ("IRAs") may be opened with 
a reduced minimum investment of $500. Even though they may be 
nondeductible or partially deductible, IRA contributions up to 
the allowable annual limits may be made, and the earnings on such 
contributions will accumulate tax-free until distribution. The 
Trust currently charges an annual fee of $12 per shareholder 
(not per IRA account) invested in an IRA at GIT.  This fee may 
be prepaid by the shareholder.  A separate application is required 
for IRA accounts.
    
Keogh Plans. The Trust also offers Keogh (or H.R. 10) plans for 
self-employed individuals and their employees, which enable them 
to obtain tax-sheltered retirement benefits similar to those 
available to employees covered by other qualified retirement 
plans. Currently the Trust charges an annual fee of 
$15 per shareholder (not per Keogh account) invested in 
a Keogh at GIT.

The Trust also offers SEP IRAs, SIMPLEs, 401(k) and 403(b) 
retirement plans.  Further information on the retirement plans 
available through the Trust, including minimum investments, may 
be obtained by calling the Trust's shareholder service 
department.
<PAGE>
Telephone Numbers

Shareholder Service
Washington, DC area: 703/528-6500
Toll-free nationwide: 800/336-3063

The GIT Family of Mutual Funds

GIT Equity Trust
	Special Growth Portfolio
	Select Growth Portfolio
	Equity Income Portfolio
	Worldwide Growth Portfolio

GIT Income Trust
	Maximum Income Portfolio
	Government Portfolio
            Madison Bond Fund Portfolio

GIT Tax-Free Trust
	Arizona Portfolio
	Maryland Portfolio
	Missouri Portfolio
	Virginia Portfolio
	National Portfolio
	Money Market Portfolio

Government Investors Trust

For more complete information on any GIT Investment Fund, 
including charges and expenses, request a prospectus by 
calling the numbers above. Read it carefully before you 
invest or send money.  This prospectus does not constitute an 
offering by the distributor in any jurisdiction in which such 
offering may not be lawfully made.

GIT
GIT Investment Funds
1655 Fort Myer Drive
Arlington Virginia 22209
http://www.gitfunds.com

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION
Dated June 13, 1997
   
For use with Government Portfolio and Maximum
Income Portfolio Prospectus dated July 31, 1996 and
with Madison Bond Fund Portfolio Prospectus
dated June 13, 1997
    
GIT INCOME TRUST

1655 Fort Myer Drive
Arlington, VA 22209-3108
(800) 336-3063
(703) 528-6500

This Statement of Additional Information is not a Prospectus. It 
should be read in conjunction with the Prospectus of GIT Income 
Trust bearing the date indicated above (the "Prospectus"). A copy 
of the Prospectus may be obtained from the Trust at the address 
and telephone numbers shown.

Table of Contents
Introductory Information
("About GIT Income Trust")                                 2

Supplemental Investment Policies
("Investment Objectives" and "Investment Policies")        2

Investment Limitations
("Investment Policies")                                    5

The Investment Advisor
("Management of the Trust")                                6

Organization of the Trust
("The Trust and Its Shares")                               7

Trustees and Officers
("Management of the Trust")                                8

Administrative and Other Expenses
("Management of the Trust")                                9

Portfolio Transactions
("Management of the Trust")                                10
   
Shareholder Transactions    
("How to Purchase and Redeem Shares")                      10

Redemptions
("How to Purchase and Redeem Shares")                      11

Retirement Plans
("How to Purchase and Redeem Shares")                      12

Declaration of Dividends
("Dividends")                                              12

Determination of Net Asset Value
("Net Asset Value")                                        13

Additional Tax Matters
("Taxes")                                                  13

Yield and Total Return Calculations
("Performance Information")                                14

Custodians and Special Custodians                          15

Legal Matters and Independent Auditors
("Financial Highlights")                                   16

Additional Information                                     16

Financial Statements and Report of Independent Auditors
("Financial Highlights")                                   16

Quality Ratings
("Investment Policies")                                    16

Note: The items appearing in parentheses above are cross 
references to sections in the Prospectus which correspond to the 
sections of this Statement of Additional Information.

Introductory Information
   
GIT Income Trust (the "Trust") issues three series of shares: 
Government Portfolio shares, Maximum Income Portfolio shares
and Madison Bond Fund Portfolio shares. 
Government Portfolio shares represent interests in a portfolio of 
Government Securities (the "Government Portfolio"). Maximum 
Income Portfolio shares represent interests in a portfolio of 
lower-grade debt securities, rated not lower than CCC or Caa or 
of equivalent quality (the "Maximum Income Portfolio"). 
Madison Bond Fund Portfolio shares represent interests in a
portfolio of  investment grade corporate debt securities, Government
Securities and short-term fixed income securities.  These 
Portfolios are described more fully below (see "Supplemental 
Investment Policies").
    
Supplemental Investment Policies

The investment objectives of the Trust are described in the 
Prospectus (see "Investment Objective"). Reference should also be 
made to the Prospectus for general information concerning the 
Trust's investment policies for each of its Portfolios (see 
"Investment Policies"). The Trust seeks to achieve its investment 
objectives through diversified investment by each of its 
Portfolios, principally in debt securities.
   
Unless described herein or in the Prospectus, the Trust will 
not invest in what are generally considered to be risky "derivative"
securities.  Any deviation from this policy must be approved
by the Trustees in advance.
    
The quality rating classifications for debt securities of "High 
Grade," "Upper Medium Grade," "Lower Medium Grade" and "Low 
Grade" are defined below (see "Quality Ratings"). For unrated 
debt securities the Advisor may make its own determinations of 
those investments it assigns to each quality rating 
classification, as part of the exercise of its investment 
discretion on behalf of the Trust, but such determinations will 
be made by reference to the rating criteria followed by 
recognized rating agencies (see "Quality Ratings"). Any unrated 
securities purchased for the Maximum Income Portfolio will be of 
comparable quality to the rated securities that may be purchased 
for the same Portfolio. The Advisor's quality classification 
procedures will be subject to review by the Trustees.

Basic Investment Policies. The Government Portfolio seeks to 
invest solely in U.S. Government securities. The Maximum Income 
Portfolio seeks to invest in debt securities offering the highest 
yields, subject to the minimum quality rating for this Portfolio 
described below. To the extent the investments selected for this 
Portfolio have higher yields than alternative investments, they 
may be less liquid, have lower-quality ratings and entail more 
risk that their value could fall than comparable investments with 
lower yields. (See "Quality Ratings" for the investment 
characteristics of lower-rated securities.)  
   The Madison Bond
Fund Portfolio invests in corporate debt securities and obligations 
of the U.S. Government and its Agencies. Eligible corporate debt
securities must be accorded one of the four highest
quality ratings by Standard & Poor's or Moody's or, if
unrated, judged by the Advisor to be of comparable
quality. Bonds rated A, AA, or AAA by Standard & Poor's or
Aaa, Aa, or A by Moody's indicate strong to high capacity
of the company to pay interest and repay principal.
However, the fourth highest rating, BBB, or Baa indicates
adequate capacity to pay interest and repay principal but
suggests that adverse economic conditions may weaken the
company's ability to meet these obligations.  Securities
rated Baa are regarded by Moody's as having some
speculative characteristics.
    
Other Policies. The Trust will not invest more than 25% of the 
assets of a Portfolio in any one industry. Although the 
investment policies of the Trust contemplate that each of its 
Portfolios will be principally invested in longer-term debt 
securities, investment management considerations will mean that a 
portion of each Portfolio will normally be invested in short-term 
investments. The short-term investments in which the Trust may 
invest are described below. The Trust also reserves the right to 
maintain a portion of the assets of any Portfolio in uninvested 
cash when deemed advisable.

During defensive periods the Trust may also invest up to 100% of 
its assets in short-term investments, including without 
limitation in U.S. Government securities and the money market 
obligations of domestic banks, their branches and other domestic 
depository institutions (see "Investment Limitations").

Short-Term Investments. The "short-term investments" in which the 
Trust may invest are limited to the following U.S. dollar 
denominated investments: (1) U.S. Government securities; (2) 
obligations of banks having total assets of $750 million or more; 
(3) commercial paper having a quality rating appropriate to the 
respective Portfolio of the Trust; and (4) repurchase agreements 
involving any of the foregoing securities or long-term debt 
securities of the type in which the respective Portfolio of the 
Trust could invest directly.

Bank obligations eligible as short-term investments are 
certificates of deposit ("CDs"), bankers acceptances ("BAs") and 
other obligations of banks having total assets of $750 million or 
more (including assets of affiliates). CDs are generally short-
term interest-bearing negotiable certificates issued by banks 
against funds deposited with the issuing bank for a specified 
period of time. Such CDs may be marketable or may be redeemable 
upon demand of the holder; some redeemable CDs may have penalties 
for early withdrawal, while others may not. Federally insured 
bank deposits are presently limited to $100,000 of insurance per 
depositor per bank, so the interest or principal of CDs may not 
be fully insured. BAs are time drafts drawn against a business, 
often an importer, and "accepted" by a bank, which agrees 
unconditionally to pay the draft on its maturity date. BAs are 
negotiable and trade in the secondary market.

The Trust will not invest in non-transferable time deposits 
having penalties for early withdrawal if such time deposits 
mature in more than seven calendar days, and such time deposits 
maturing in two business days to seven calendar days will be 
limited to 10% of the respective Portfolio's total assets.

"Commercial paper" describes the unsecured promissory notes 
issued by major corporations to finance short-term credit needs. 
Commercial paper is issued in maturities of nine months or less 
and usually on a discount basis. Commercial paper may be rated A-
1, P-1, A-2, P-2, A-3 or P-3 (see "Quality Ratings").

Specialized Investment Techniques. In order to achieve its 
investment objective, the Trust may use, when the Advisor deems 
appropriate, certain specialized investment techniques. Such 
specialized investment techniques principally include those 
identified in the Prospectus (see "Investment Policies"), which 
are described more fully below:

1. When-Issued Securities. The Trust may purchase and sell 
securities on a when-issued or delayed delivery basis. When-
issued and delayed delivery transactions arise when securities 
are bought or sold with payment for and delivery of the 
securities scheduled to take place at a future time. Frequently 
when newly issued debt securities are purchased, payment and 
delivery may not take place for 15 to 45 days after the Trust 
commits to the purchase. Fluctuations in the value of securities 
contracted for future purchase settlement may increase changes in 
the value of the respective Portfolio, because such value changes 
must be added to changes in the values of those securities 
actually held in the Portfolio during
the same period. When-issued transactions represent a form of 
leveraging; the Trust will be at risk as soon as the when-issued 
purchase commitment is made, prior to actual delivery of the 
securities purchased.

When engaging in when-issued or delayed delivery transactions, 
the Trust must rely upon the buyer or seller to complete the 
transaction at the scheduled time; if the other party fails to do 
so, then the Trust might lose a purchase or sale opportunity that 
could be more advantageous than alternative opportunities 
available at the time of the failure. If the transaction is 
completed, intervening changes in market conditions or the 
issuer's financial condition could make it less advantageous than 
investment alternatives otherwise available at the time of 
settlement.

While the Trust will only commit to securities purchases that it 
intends to complete, it reserves the right, if deemed advisable, 
to sell any securities purchase contracts before settlement of 
the transaction; in any such case the Trust could realize either 
a gain or a loss, despite the fact that the original transaction 
was never completed. When fixed yield contracts are made for the 
purchase of when-issued securities, the Trust will maintain in a 
segregated account designated investments which are liquid or 
mature prior to the scheduled settlement and cash sufficient in 
aggregate value to provide adequate funds for completion of the 
scheduled purchase.

2. Securities with Variable Interest Rates. Some of the 
securities purchased by the Trust may carry variable interest 
rates. Securities with variable interest rates normally are 
adjusted periodically to pay an interest rate which is a fixed 
percentage of some base rate, such as the "prime" interest rate 
of a specified bank. The rate adjustments may be specified either 
to occur on fixed dates, such as the beginning of each calendar 
month, or to occur whenever the base rate changes. Certain of 
these variable rate securities may be payable by the issuer upon 
demand of the holder, generally within seven days of the date of 
demand; others may have a fixed stated maturity with no demand 
feature.

Variable rate securities may offer higher yields than are 
available from shorter-term securities, but less risk of market 
value fluctuations than longer-term securities having fixed 
interest rates. When interest rates generally are falling, the 
yields of variable rate securities will tend to fall, while when 
rates are generally rising variable rate yields will tend to 
rise.

Variable rate securities may not be rated and may not have a 
readily available secondary market. To the extent these 
securities are illiquid, they will be subject to the Trust's 10% 
limitation on investments in illiquid securities (see "Investment 
Limitations"). The Trust's ability to obtain payment after the 
exercise of demand rights could be adversely affected by 
subsequent events prior to repayment of the investment at par. 
The Advisor will monitor on an ongoing basis the revenues and 
liquidity of issuers of variable rate securities and the ability 
of such issuers to pay principal and interest pursuant to any 
demand feature.

3. Repurchase Agreement Transactions. A repurchase agreement 
involves the acquisition of securities from a financial 
institution, such as a bank or securities dealer, with the right 
to resell the same securities to the financial institution on a 
future date at a fixed price. Repurchase agreements are a highly 
flexible medium of investment, in that they may be for very short 
periods, including frequently maturities of only one day. Under 
the Investment Company Act of 1940 repurchase agreements are 
considered loans, and the securities involved may be viewed as 
collateral. It is the Trust's policy to limit the financial 
institutions with which it engages in repurchase agreements to 
banks, savings and loan associations and securities dealers 
meeting financial responsibility standards prescribed in 
guidelines adopted by the Trustees.

When investing in repurchase agreements, the Trust could be 
subject to the risk that the other party may not complete the 
scheduled repurchase and the Trust would then be left holding 
securities it did not expect to retain. If those securities 
decline in price to a value less than the amount due at the 
scheduled time of repurchase, then the Trust could suffer a loss 
of principal or interest. The Advisor will follow procedures 
designed to assure that repurchase agreements acquired by the 
Trust are always at least 100% collateralized as to principal and 
interest. It is the Trust's policy to require delivery of 
repurchase agreement collateral to its Custodian or, in the case 
of book entry securities held by the Federal Reserve System, that 
such collateral is registered in the Custodian's name or in 
negotiable form. In the event of insolvency or bankruptcy of the 
other party to a repurchase agreement, the Trust could encounter 
difficulties and might incur losses upon the exercise of its 
rights under the repurchase agreement.

To the extent the Trust requires cash to meet redemption requests 
and determines that it would not be advantageous to sell 
Portfolio securities to meet those requests, or to the extent the 
Trust wishes to obtain cash for a more advantageous investment, 
then it may sell its Portfolio securities to another investor 
with a simultaneous agreement to repurchase them. Such a 
transaction is commonly called a "reverse repurchase agreement." 
It would have the practical effect of constituting a loan to the 
Trust, the proceeds of which would be used either for other 
investments or to meet cash requirements from redemption 
requests. If the Trust engages in reverse repurchase agreement 
transactions, it will either maintain in a segregated account 
designated High Grade investments which are liquid or mature 
prior to the scheduled repurchase and cash sufficient in 
aggregate value to provide adequate funds for completion of the 
repurchase.  It is the Trust's current operating policy not to 
engage in reverse repurchase agreements for any purpose, if as a 
result reverse repurchase agreements in the aggregate would 
exceed 5% of the Trust's total assets.

4. Loans of Portfolio Securities. The Trust, in certain 
circumstances, may be able to earn additional income by loaning 
Portfolio securities to a broker-dealer or financial institution. 
The Trust may make such loans only if cash or U.S. Government 
securities, equal in value to 100% of the market value of the 
securities loaned, are delivered to the Trust by the borrower and 
maintained in a segregated account at full market value each 
business day. During the term of any securities loan, the 
borrower will pay to the Trust all interest income earned on the 
loaned securities; at the same time the Trust will also be able 
to invest any cash portion of the collateral or otherwise will 
charge a fee for making the loan, thereby increasing its overall 
return. It is the Trust's policy that it shall have the option to terminate any 
loan of Portfolio securities at any time upon seven days' notice 
to the borrower. In making a loan of securities, the Trust would 
be exposed to the possibility that the borrower of the securities 
might be unable to return them when required, which would leave 
the Trust with the collateral maintained against the loan; if the 
collateral were of insufficient value, the Trust could suffer a 
loss. The Trust may pay fees for the placement, administration 
and custody of securities loans, as it deems appropriate.

Any loans by the Trust of Portfolio securities will be made in 
accordance with applicable guidelines established by the 
Securities and Exchange Commission or the Trustees. In 
determining whether to lend securities to a particular broker, 
dealer or other financial institution, the Advisor will consider 
the creditworthiness of the borrowing institution. The Trust will 
not enter into any securities lending agreement having a duration 
of greater than one year.

5. Financial Futures Contracts. The Trust may use financial 
futures contracts, including contracts traded on a regulated 
commodity market or exchange, to purchase or sell securities 
which the Trust would be permitted to purchase or sell by other 
means. A futures contract on a security is a binding contractual 
commitment which, if held to maturity, will result in an 
obligation to make or accept delivery, during a particular month, 
of securities having a standardized face value and rate of 
return. By purchasing a futures contract, the Trust will legally 
obligate itself to accept delivery of the underlying securities 
and pay the agreed price; by selling a futures contract it will 
legally obligate itself to make delivery of the security against 
payment of the agreed price. The Trust will use financial futures 
contracts only where it intends to take or make the required 
delivery of securities; however, if it is economically more 
advantageous to do so, the Trust may acquire or sell the same 
securities in the open market prior to the time the purchase or 
sale would otherwise take place according to the contract and 
concurrently liquidate the corresponding futures position by 
entering into another futures transaction that precisely offsets 
the original futures position.

A financial futures contract for a purchase of securities is 
called a "long" position, while a financial futures contract for 
a sale of securities is called a "short" position. Short futures 
contracts may be used as a hedge against a decline in the value 
of an investment by locking in a future sale price for the 
securities specified for delivery against the contract. Long 
futures contracts may be used to protect against a possible 
decline in interest rates. Hedges may be implemented by futures 
transactions for either the securities held or for comparable 
securities that are expected to parallel the price movements of 
the securities being hedged. Customarily, most futures contracts 
are liquidated prior to the required settlement date by disposing 
of the contract; such transactions may result in either a gain or 
a loss, which when part of a hedging transaction, would be 
expected to offset corresponding losses or gains on the hedged 
securities.

The Trust intends to use financial futures contracts as a 
defense, or hedge, against anticipated interest rate changes and 
not for speculation. A futures contract sale is intended to 
protect against an expected increase in interest rates and a 
futures contract purchase is intended to offset the impact of an 
interest rate decline. By means of futures transactions, the 
Trust may arrange a future purchase or sale of securities under 
terms fixed at the time the futures contract is made.

The Trust will incur brokerage fees in connection with its 
futures transactions, and it will be required to deposit and 
maintain cash or U.S. Government securities with brokers as 
margin to guarantee performance of its futures obligations. When 
purchasing securities by means of futures contracts the Trust 
will maintain in separate accounts (including brokerage accounts 
used to maintain the margin required by the contracts) High Grade 
investments which are liquid or which mature prior to the 
scheduled purchase and cash sufficient in aggregate value to 
provide adequate funds for completion of the purchase. While 
futures will be utilized to reduce the risks of interest rate 
fluctuations, futures trading itself entails certain other risks. 
Thus, while the Trust may benefit from the use of financial 
futures contracts, unanticipated changes in interest rates may 
result in a poorer overall performance than if the Trust had not 
entered into any such contracts.

6. Foreign Securities. The Trust may invest a portion of a 
Portfolio's assets in securities of foreign issuers that are 
listed on a recognized domestic or foreign exchange without 
restriction. Foreign investments involve certain special 
considerations not typically associated with domestic 
investments. Foreign investments may be denominated in foreign 
currencies and may require the Trust to hold temporary foreign 
currency bank deposits while transactions are completed; although 
the Trust might therefore benefit from favorable currency 
exchange rate changes, it could also be affected adversely by 
changes in exchange rates, by currency control regulations and by 
costs incurred when converting between various currencies. 
Furthermore, foreign issuers may not be subject to the uniform 
accounting, auditing and financial reporting requirements 
applicable to domestic issuers, and there may be less publicly 
available information about such issuers.

In general, foreign securities markets have substantially less 
volume than comparable domestic markets and therefore foreign 
investments may be less liquid and more volatile in price than 
comparable domestic investments. Fixed commissions in foreign 
securities markets may result in higher commissions than for 
comparable domestic transactions, and foreign markets may be 
subject to less governmental supervision and regulation than 
their domestic counterparts. Foreign securities transactions are 
subject to documentation and delayed settlement risks arising 
from difficulties in international communications. Moreover, 
foreign investments may be adversely affected by diplomatic, 
political, social or economic circumstances or events in other 
countries, including civil unrest, expropriation or 
nationalization, unanticipated taxes, economic controls, and acts 
of war. Individual foreign economies may also differ from the 
United States economy in such measures as growth, productivity, 
inflation, national resources and balance of payments position.

Maturities. As used in this Statement of Additional Information 
and in the Prospectus, the term "effective maturity" means either 
the actual stated maturity of the investment, the time between 
its scheduled interest rate adjustment dates (for variable rate 
securities), or the time between its purchase settlement and 
scheduled future resale settlement pursuant to a resale or 
optional resale under fixed
terms arranged in connection with the purchase, whichever period 
is shorter. A "stated maturity" means the time scheduled for 
final repayment of the entire principal amount of the investment 
under its terms. "Short-term" means a maturity of one year or 
less, while "long-term" means a longer maturity.

Policy Review. If, in the judgment of a majority of the Trustees 
of the Trust, unanticipated future circumstances make inadvisable 
continuation of the Trust's policy of seeking high current income 
from investment principally in long-term debt securities, or 
continuation of the more specific policies of each Portfolio, 
then the Trustees may change any such policies without 
shareholder approval, subject to the limitations provided 
elsewhere in this Statement of Additional Information (see 
"Investment Limitations") and after giving 30 days' written 
notice to the Trust's shareholders affected by the change.

Except for the fundamental investment limitations placed upon the 
Trust's activities, the Trustees reserve the right to review and 
change the other investment policies and techniques employed by 
the Trust, from time to time as they deem appropriate, in 
response to market conditions and other factors. Reference should 
be made to "Investment Limitations" for a description of those 
fundamental investment policies which may not be changed without 
shareholder approval. Such fundamental policies would permit the 
Trust, after notice to shareholders but without a shareholder 
vote, to adopt policies permitting a wide variety of investments, 
including money market instruments, all types of common and 
preferred equity securities, all types of long-term debt 
securities, convertible securities, and certain types of option 
contracts. In the event of such a policy change, a change in the 
Trust's name might be required. There can be no assurance that 
the Trust's present objectives will be achieved.

Investment Limitations

The Trust has adopted as fundamental policies the following 
limitations on its investment activities, which apply to each of 
its Portfolios; these fundamental policies may not be changed 
without a majority vote of the Trust's shareholders, as defined 
in the Investment Company Act of 1940 (see "Organization of the 
Trust").

1. Permissible Investments. Subject to the investment policies 
from time to time adopted by the Trustees, the Trust may purchase 
any type of securities under such terms as the Trust may 
determine; and any such securities may be acquired pursuant to 
repurchase agreements with financial institutions or securities 
dealers or may be purchased from any person, under terms and 
arrangements determined by the Trust, for future delivery. Any of 
these securities may have limited markets and may be purchased 
with restrictions on transfer; however, the Trust may not make 
any investment (including repurchase agreements) for which there 
is no readily available market and which may not be redeemed, 
terminated or otherwise converted into cash within seven days, 
unless after making the investment not more than 10% of the 
Trust's net assets would be so invested. Securities of foreign 
issuers not listed on a recognized domestic or foreign exchange 
are considered to be illiquid securities and fall within this 10% 
limitation.

2. Restricted Investments. Not more than 5% of the value of the 
total assets of a Portfolio of the Trust may be invested in the 
securities of any one issuer (other than securities issued or 
guaranteed by the United States Government or any of its agencies 
or instrumentalities and excluding cash and cash items); nor may 
securities be purchased when as a result more than 10% of the 
voting securities of the issuer would be held by the Trust. To 
the extent the Trust purchases securities other than obligations 
issued or guaranteed by the U.S. Government or its agencies and 
instrumentalities, obligations which provide income exempt from 
federal income taxes, and short-term obligations of domestic 
banks, their branches, and other domestic depository 
institutions, the Trust will limit its investments so that not 
more than 25% of the assets of each of its Portfolios are 
invested in any one industry. For purposes of these restrictions, 
the issuer is deemed to be the specific legal entity having 
ultimate responsibility for performance of the obligations 
evidenced by the security and whose assets and revenues 
principally back the security. Any security that does not have a 
governmental jurisdiction or instrumentality ultimately 
responsible for its repayment may not be purchased by the Trust 
when the entity responsible for such repayment has been in 
operation for less than three years, if such purchase would 
result in more than 5% of the total assets of the respective 
Portfolio of the Trust being invested in such securities.

The Trust may not purchase the securities of other investment 
companies, except for shares of unit investment trusts holding 
securities of the type purchased by the Trust itself and then 
only if the value of such shares of any one investment company 
does not exceed 5% of the value of the total assets of the 
Trust's Portfolio in which the shares are included and the 
aggregate value of all such shares does not exceed 10% of the 
value of such total assets, except in connection with an 
investment company merger, consolidation, acquisition or 
reorganization. The Trust may not purchase any security for 
purposes of exercising management or control of the issuer, 
except in connection with a merger, consolidation, acquisition or 
reorganization of an investment company. The Trust may not 
purchase or retain the securities of any issuer if, to the 
knowledge of the Trust's management, the holdings of those of the 
Trust's officers, Trustees and officers of its Advisor who 
beneficially hold one-half percent or more of such securities, 
together exceed 5% of such outstanding securities.

3. Borrowing and Lending. It is a fundamental policy of the Trust 
that it may borrow (including engaging in reverse repurchase 
agreement transactions) in amounts not exceeding 25% of its total 
assets for investment purposes. The Trust may not otherwise issue 
senior securities representing indebtedness and may not pledge, 
mortgage or hypothecate any assets to secure bank loans, except 
in amounts not exceeding 15% of its net assets taken at cost.

The Trust may loan its Portfolio securities in an amount not in 
excess of one-third of the value of the Trust's gross assets, 
provided collateral satisfactory to the Trust's Advisor is 
continuously maintained in amounts not less than the value of the 
securities loaned. The Trust may not lend money (except to 
governmental units), but is not precluded from entering into 
repurchase agreements or purchasing debt securities.

4. Other Activities. The Trust may not act as an underwriter 
(except for activities in connection with the acquisition or 
disposition of securities intended for or held by one of the 
Trust's Portfolios), make short sales or maintain a short 
position (unless the Trust owns at least an equal amount of such 
securities, or securities convertible or exchangeable into such 
securities, and not more than 25% of the Trust's net assets is 
held as collateral for such sales). Nor may the Trust purchase 
securities on margin (except for customary credit used in 
transaction clearance), invest in commodities, purchase interests 
in real estate, real estate limited partnerships or invest in 
oil, gas or other mineral exploration or development programs or 
oil, gas or mineral leases. However, the Trust may purchase 
securities secured by real estate or interests therein and may 
use financial futures contracts, including contracts traded on a 
regulated commodity market or exchange, to purchase or sell 
securities which the Trust would be permitted to purchase or sell 
by other means and where the Trust intends to take or make the 
required delivery. The Trust may acquire put options in 
conjunction with a purchase of Portfolio securities; it may also 
purchase put options and write call options covered by securities 
held in the respective Portfolio (and purchase offsetting call 
options in closing purchase transactions), provided that the put 
option purchased or call option written at all times remains 
covered by Portfolio securities, whether directly or by 
conversion or exchange rights; but it may not otherwise invest in 
or write puts and calls or combinations thereof. Investments in 
warrants, valued at the lower of cost or market, may not exceed 
5% of the Trust's net assets and included within that amount, but 
not to exceed 2% of the value of the Trust's assets, may be 
warrants which are not listed on the New York or American Stock 
Exchanges.

Except as otherwise specifically provided, the foregoing 
percentage limitations need only be met when the investment is 
made or other relevant action is taken. As a matter of operating 
policy in order to comply with certain applicable state 
restrictions, but not as a fundamental policy, the Trust will not 
pledge, mortgage or hypothecate in excess of 10% of a Portfolio's 
total assets taken at market value. Although permitted to do so 
by its fundamental policies, it is the Trust's current policy not 
to acquire put options or write call options for the Government 
and Maximum Income Portfolios.

Notwithstanding the Trust's fundamental policies, it does not 
presently intend to borrow (including engaging in reverse 
repurchase agreement transactions) for investment purposes nor to 
borrow (including engaging in reverse repurchase agreement 
transactions) for any purpose in amounts in excess of 5% of its 
total assets. If the Trust were to borrow for the purpose of 
making additional investments, such borrowing and investment 
would constitute "leverage." Leverage would exaggerate the impact 
of increases or decreases in the value of a Portfolio's total 
assets on its net asset value, and thus increase the risk of 
holding the Trust's shares. Furthermore, if bank borrowings by 
the Trust for any purpose exceeded one-third of the value of the 
Trust's total assets (net of liabilities other than the bank 
borrowings), then the Investment Company Act of 1940 would 
require the Trust, within three business days, to liquidate 
assets and commensurately reduce bank borrowings until the 
borrowing level was again restored to such one-third level. Funds 
borrowed for leverage purposes would be subject to interest costs 
which might not be recovered by interest, dividends or 
appreciation from the respective securities purchases. The Trust 
might also be required to maintain minimum bank balances in 
connection with such borrowings or to pay line-of-credit 
commitment fees or other fees to continue such borrowings; either 
of these requirements would increase the cost of the borrowing.

In connection with the Trust's limitation on the industry 
concentration of its investments, domestic banks and their 
branches may include the domestic branches of foreign banks, to 
the extent such domestic branches are subject to the same 
regulation as United States banks; but they will not include the 
foreign branches of domestic banks unless the obligations of such 
foreign branches are unconditionally guaranteed by the domestic 
parent.

If the Trust alters any of the foregoing current operating 
policies (relating to financial futures contracts, options, 
warrants or borrowing), it will notify shareholders of the policy 
revision at least 30 days prior to its implementation and 
describe the new investment techniques to be employed. In the 
implementation of its investment policies the Trust will not 
consider securities to be readily marketable unless they have 
readily available market quotations.


The Investment Advisor

Effective July 31, 1996, Bankers Finance Advisors, LLC, 1655 Fort Myer 
Drive, Arlington, Virginia 22209-3108, is the investment Advisor 
to the Trust and is called the "Advisor" throughout this 
Statement of Additional Information and the Prospectus.  The 
Advisor is responsible for the investment management of the Trust 
and is authorized to execute the Trust's portfolio 
transactions, to select the methods and firms with which such 
transactions are executed, to oversee the Trust's operations, and 
otherwise to administer the affairs of the Trust as it deems 
advisable. In the execution of these responsibilities, the 
Advisor is subject to the investment policies and limitations of 
the Trust described in the Prospectus and this Statement of 
Additional Information, to the terms of the Declaration of Trust 
and the Trust's By-Laws, and to written directions given from 
time to time by the Trustees.
   
The Advisor is a Wisconsin limited liability company owned by
Madison Investment Advisors, Inc. ("Madison"), whose
principal offices are at 6411 Mineral Point Road, Madison, 
Wisconsin.  Madison is a registered investment Advisor which
has numerous advisory clients.  Madison was founded in 1973 and
has no other business affiliations other than those described
in the Prospectus and this Statement of Additional Information. 

This investment advisory agreement between the Trust, on behalf
of the portfolios, and the Advisor is subject to annual review 
and approval by the Trustees, including a majority of those who 
are not "interested persons," as defined in the Investment 
Company Act of 1940. The investment advisory agreement was 
approved by shareholders for an initial two year term at a special
meeting of the Government and Maximum Income Portfolio's 
shareholders held in July 1996 and by the initial shareholder of
the Madison Bond Fund Portfolio in 1997.
    
The investment advisory agreement may be terminated at any time, 
without penalty, by the Trustees or, with respect to any series 
or class of the Trust's shares, by the vote of a majority of the 
outstanding voting securities of that series or class (see 
"Organization of the Trust"), or by the Advisor, upon sixty days' 
written notice to the other party. The investment advisory 
agreement may not be assigned by the Advisor, and will 
automatically terminate upon any assignment.
   
Background of the Advisor. The Advisor was formed in 1996 by
Madison for the purpose of providing investment management
services to the GIT family of mutual funds, including the Trust.
The Advisor purchased the investment management assets of the
former Advisor to the Trust, Bankers Finance Investment
Management Corp. on July 31, 1996.  With respect to the
Government Portfolio and the Maximum Income Portfolio,
for periods prior to July 31, 1996, references in this 
Statement of Additional Information and in the Prospectus
to the "Advisor" refer to Bankers Finance Investment Management
Corp.  The Advisor also serves as the investment Advisor to
Government Investors Trust, GIT Equity Trust and GIT Tax-Free
Trust. 
    
Management.  Frank E. Burgess is President, Treasurer and
Director of Madison and Vice President of the Advisor.
Mr. Burgess owns a majority of the common stock of Madison,
which, in turn, controls the Advisor.  Mr. Burgess is also a Trustee and
Vice President of the Trust.  Mr. Burgess holds the same positions
with Government Investors Trust, GIT Equity Trust and 
GIT Tax-Free Trust.  Katherine L. Frank is President and Treasurer
of the Advisor and Vice President of Madison.  Ms. Frank holds the
same positions with Government Investors Trust, GIT Equity Trust and 
GIT Tax-Free Trust.
   
Advisory Fee and Expense Limitations. For its services under the 
Investment Advisory Agreement, the Advisor receives a fee, 
payable monthly, calculated as 5/8 percent per annum of the 
average daily net assets of the Government and Maximum
Income Portfolios and 1/2 percent per annum of the 
average daily net assets of the Madison Bond Fund Portfolio during 
the month. The Advisor may waive or reduce such fee during any 
period. The Advisor may also reduce such fee on a permanent 
basis, without any requirement for consent by the Trust or its 
shareholders, under such terms as it may determine, by written 
notice thereof to the Trust.


    
       The Advisor has agreed, in any event, to be 
responsible for the fees and expenses of the Trustees and 
officers of the Trust who are affiliated with the Advisor, the 
rent expenses of the Trust's principal executive office premises, 
and its various promotional expenses (including the distribution 
of Prospectuses to potential shareholders). Other than investment 
management and the related expenses, and the foregoing items, the 
Advisor is not obligated to provide or pay for any other services 
to the Trust, although it has discretion to elect to do so. The 
Investment Advisory Agreement permits the Advisor to make 
payments out of its fee to other persons.

During the fiscal year ended March 31, 1997, the Advisor received 
advisory fees of $xx,xxx with respect to the Government Portfolio 
and $xx,xxx with respect to the Maximum Income Portfolio. During 
the fiscal year ended March 31, 1996, the Advisor received 
advisory fees of  $46,093 with respect to the Government Portfolio 
and $42,986 with respect to the Maximum Income Portfolio. During 
the fiscal year ended March 31, 1995, the Advisor received 
advisory fees of $48,356 with respect to the Government Portfolio 
and $44,235 with respect to the Maximum Income Portfolio.
   
During the fiscal years ended December 31, 1996, 1995 and 
1994, Madison, as the Advisor to Madison Bond Fund, Inc., 
the predecessor to the Madison Bond Fund Portfolio, received 
advisory fees of $23,878, $30,159 and $41,658, respectively.
    
Organization of The Trust

The Trust's Declaration of Trust, dated November 18, 1982, has 
been filed with the Secretary of State of the Commonwealth of 
Massachusetts and the Clerk of the City of Boston, Massachusetts. 
The Prospectus contains general information concerning the 
Trust's form of organization and its shares, including the series 
of shares currently authorized (see "The Trust and Its Shares").

Series and Classes of Shares. The Trustees may authorize at any 
time the creation of additional series of shares (the proceeds of 
which would be invested in separate, independently managed 
Portfolios) and additional classes of shares within any series 
(which would be used to distinguish among the rights of different 
categories of shareholders, as might be required by future 
regulations, methods of share distribution or other unforeseen 
circumstances) with such preferences, privileges, limitations, 
and voting and dividend rights as the Trustees may determine. All 
consideration received by the Trust for shares of any additional 
series or class, and all assets in which such consideration is 
invested, would belong to that series or class (but classes may 
represent proportionate undivided interests in a series), and 
would be subject to the liabilities related thereto. The 
Investment Company Act of 1940 would require the Trust to submit 
for the approval of the shareholders of any such additional 
series or class, any adoption of an investment advisory contract 
or any changes in the Trust's fundamental investment policies 
related to the series or class.

The Trustees may divide or combine the shares of any series into 
a greater or lesser number of shares without thereby changing the 
proportionate interests in the series. Any assets, income and 
expenses of the Trust not readily identifiable as belonging to a 
particular series are allocated by or under the direction of the 
Trustees in such a manner as they deem fair and equitable. Upon 
any liquidation of the Trust or of a series of its shares, the 
shareholders are entitled to share pro-rata in the liquidation 
proceeds available for distribution. Shareholders of each series 
have an interest only in the assets allocated to that series.

Voting Rights. The voting rights of shareholders are not 
cumulative, so that holders of more than 50 percent of the shares 
voting can, if they choose, elect all Trustees being selected, 
while the holders of the remaining shares would be unable to 
elect any Trustees. As of March 10, 1997, Firstcinco, Trustee, 
P.O. Box 118, Cincinnati, Ohio 45201 held 9% of the Government 
Portfolio.  No shareholders owned more than five percent of the 
Maximum Income Portfolio.

Shareholder votes relating to the election of Trustees, approval 
of the Trust's selection of independent auditors and any 
contract with a principal underwriter, as well as any other 
matter in which the interests of all shareholders are 
substantially identical, will be voted upon without regard to 
series or classes of shares. Matters that do not affect any 
interest of a series or class of shares will not be voted upon by 
the unaffected shareholders. Certain other matters in which the 
interests of more than one series or class of shares are 
affected, but where such interests are not substantially 
identical, will be voted upon separately by each series or class 
affected and will require a majority vote of each such series or 
class to be approved by it. When a matter is voted upon 
separately by more than one series or class of shares, it may be 
approved with respect to a series or class even if it fails to receive a 
majority vote of any other series or class or fails to receive a 
majority vote of all shares entitled to vote on the matter.

Because there is no requirement for annual elections of Trustees, 
the Trust does not anticipate having regular annual shareholder 
meetings; shareholder meetings will be called as necessary to 
consider matters requiring votes by the shareholders. The 
selection of the Trust's independent auditors will be submitted 
to a vote of ratification at any annual meeting held by the 
Trust. Any change in the Declaration of Trust, in the Investment 
Advisory Agreement (except for reductions of the Advisor's fee)
or in the fundamental investment policies of the Trust
must be approved by a majority of the affected shareholders 
before it can become effective. For this purpose, a "majority" 
of the shares of the Trust means either the vote, at an annual 
or special meeting of the shareholders, of 67 percent or more 
of the shares present at such meeting if the holders of more 
than 50 percent of the outstanding shares of the Trust are 
present or represented by proxy or the vote of 50 percent 
of the outstanding shares of the Trust, whichever is less. 
Voting groups will be comprised of separate series and 
classes of shares or of all of the Trust's shares, as appropriate 
to the matter being voted upon. 

The Declaration of Trust provides that two-thirds of the holders 
of record of the Trust's shares may remove a Trustee from office 
either by declarations in writing filed with the Trust's 
Custodian or by votes cast in person or by proxy at a meeting 
called for the purpose. The Trustees are required to promptly 
call a meeting of shareholders for the purpose of voting on 
removal of a Trustee if requested to do so in writing by the 
record holders of at least 10% of the Trust's outstanding shares. 
Ten or more persons who have been shareholders for at least six 
months and who hold shares with a total value of at least $25,000 
(or 1% of the Trust's net assets, if less) may require the 
Trustees to assist a shareholder solicitation to call such a 
meeting by providing either a shareholder mailing list or an 
estimate of the number of shareholders and approximate cost of 
the shareholder mailing, in which latter case, unless the 
Securities and Exchange Commission determines otherwise, the 
shareholders desiring the solicitation may require the Trustees 
to undertake the mailing if those shareholders provide the 
materials to be mailed and assume the cost of the mailing.

Shareholder Liability. Under Massachusetts law, the shareholders 
of an entity such as the Trust may, under certain circumstances, 
be held personally liable for its obligations. The Declaration of 
Trust contains an express disclaimer of shareholder liability for 
acts or obligations of the Trust and requires that notice of such 
disclaimer be given in each agreement, obligation or instrument 
entered into or executed by the Trust or the Trustees. The 
Declaration of Trust provides for indemnification out of the 
Trust property of any shareholder held personally liable for the 
obligations of the Trust. The Declaration of Trust also provides 
that the Trust shall, upon request, assume the defense of any 
claim made against any shareholder for any act or obligation of 
the Trust and satisfy any judgment thereof. Thus, the risk of a 
shareholder incurring financial loss on account of status as a 
shareholder is limited to circumstances in which the Trust itself 
would be unable to meet its obligations.

Liability of Trustees and Others. The Declaration of Trust 
provides that the officers and Trustees of the Trust will not be 
liable for any neglect, wrongdoing, errors of judgment, or 
mistakes of fact or law, except that they shall not be protected 
from liability arising out of willful misfeasance, bad faith, 
gross negligence, or reckless disregard of their duties to the 
Trust. Similar protection is provided to the Advisor under the 
terms of the Investment Advisory Agreement and the Services 
Agreement. In addition, protection from personal liability for 
the obligations of the Trust itself, similar to that provided to 
shareholders, is provided to all Trustees, officers, employees 
and agents of the Trust.


Trustees and Officers

The Trustees and executive officers of the
Trust and their principal occupations during the past five years 
are shown below:

Frank E. Burgess ##
6411 Mineral Point Road, Madison, WI  53705
Trustee and Vice President

President and Director of Madison Investment Advisors, Inc., 
the advisor to Bascom Hill Investors, Inc., Bascom Hill 
BALANCED Fund, Inc. and Madison Bond Fund, Inc.; director of 
such funds since their inception.  Prior to founding Madison 
Investment Advisors, Inc. in 1973, he was Assistant Vice 
President and Trust Officer of M&I Bank of Madison, 
Wisconsin.  He is a member of the State Bar of Wisconsin. b. 
8/4/42. 

James R. Imhoff, Jr.*** 
429 Gammon Place, Madison, WI  53719 
Trustee

Chairman and CEO of First Weber Group, Inc. of  Madison, WI, 
a residential real estate company; Chairman of the Wisconsin 
Real Estate Board of the Department of Regulation and 
Licensing; Director to the University of Wisconsin School of 
Business, Center for Urban Land Economics Research; Director 
of the Park Bank, Wisconsin; formerly President of the 
Wisconsin Realtors Association and the Greater Madison Board 
of Realtors and Director of the National Association of 
Realtors.  An alumnus of the Marquette University School of 
Business. b. 5/20/44.

Thomas S. Kleppe***
7100 Darby Road, Bethesda, MD 20817
Trustee

Private Investor; formerly Visiting Professor at the 
University of Wyoming, Secretary of the U.S. Department of 
the Interior, Administrator of the U.S. Small Business 
Administration, U.S. Congressman from North Dakota, Vice 
President and Director of Dain, Kalman & Quail, investment 
bankers, and President of Gold Seal Co., manufacturers of 
household cleaning products. Attended Valley City State 
College of North Dakota. b. 7/1/19.

Lorence D. Wheeler*** 
PO Box 431, Madison, WI  53701
Trustee

President of Credit Union Benefits Services, Inc., a 
provider of retirement plans and related services for credit 
union employees nationwide. Previously a shareholder of the 
law firm of Bell, Metzner & Gierart, SC.  Mr. Wheeler 
received his law degree from the University of Wisconsin.  
b. 1/31/38.

Katherine L. Frank
6411 Mineral Point Road, Madison, WI  53705
President

President of GIT Investment Funds, Vice President
of Madison Investment Advisors, Inc.  A graduate 
of Macalester College, St. Paul, Minnesota.
       
   
Julia M. Nelson
1655 Fort Myer Drive, Arlington, VA 22209-3108
Vice President

Vice President of GIT Investment Funds.
    
Jay R. Sekelsky
6411 Mineral Point Road, Madison, WI  53705
Vice President

Vice President of GIT Investment Funds and of 
Madison Investment Advisors, Inc.  Formerly Vice President
of Wellington Management Group of Boston, MA.
Mr. Sekelsky holds a BBA in Accounting and an MBA in
Finance from the University of Wisconsin.

Christopher C. Berberet
6411 Mineral Point Road, Madison, WI  53705
Vice President

Vice President of GIT Investment Funds and of 
Madison Investment Advisors, Inc.  Formerly the
Director of Fixed Income Management for the
ELCA Board of Pensions, Minneapolis, MN.  A
graduate of the University of Wisconsin. 

W. Richard Mason 
1655 Ft. Myer Drive, Arlington, VA  22209
Secretary

Secretary of GIT Investment Funds, GIT Investment
Services, Inc., Presidential Savings Bank, FSB and
Presidential Service Corporation.  Formerly Assistant
General Counsel for the Investment Company
Institute.  Mr. Mason holds a BS in Foreign Service
from Georgetown University and received his law
degree from The George Washington University.  He is
a member of the District of Columbia and Texas bars.

## Trustee deemed to be an "interested person" of the Trust as the 
term is defined in the Investment Company Act of 1940. Only those 
persons named in the table of Trustees and officers who are not 
interested persons of the Trust are eligible to be compensated by 
the Trust.

The compensation of each non-interested Trustee
has been fixed at $4,000 per year, to be pro-rated 
according to the number of regularly scheduled meetings each 
year. Four Trustees' meetings are currently scheduled to take 
place each year. The Trustees have stipulated that their compensation
will be at 25% of the regular rate until the net assets of the Trust reach
$25 million and 50% of the regular rate until the net assets of the 
Trust reach $50 million.  In addition to such compensation, those Trustees 
who may be compensated by the Trust shall be reimbursed for any 
out-of-pocket expenses incurred by them in connection with the 
affairs of the Trust. Mr. Kleppe will receive annual compensation
from the Trust and from the other investment companies managed 
by the Advisor or Madison (see "the Investment Advisor") totaling 
$15,000.  Mr. Imhoff and Mr. Wheeler will receive annual 
compensation from the Trust and from other investment companies 
managed by the Advisor or Madison totaling $18,000.

During the last fiscal year of the Trust, the Trustees were compensated
as follows:

                                                     Total
                              Pension or             Compensation
                              Retirement             from
                   Aggregate  Benefits   Estimated   Portfolios
                   Compensa-  Accrued as Annual      and Fund
                   tion       part of    Benefits    Complex
                   from       Portfolios Upon        Paid to
                   Portfolios Expense    Retirement  Trustees(a)
Frank E. Burgess          0          0         0              0
Thomas S. Kleppe      1,000          0         0         15,000
James R. Imhoff, Jr.(b) 750          0         0         14,250
Lorence D. Wheeler(b)   750          0         0         14,250

   
(a) Prior to the effective date of this Statement of Additional
Information, the complex was comprised of 4 trusts and three 
corporations with a total of 16 funds and/or series.  As of the
effective date of this Statement of Additional Information,
the complex is comprised of 4 trusts with a total of 15 funds
and/or series.
(b)  Messrs. Imhoff and Wheeler joined the Board of Trustees on
July 31, 1996. 
    
***Member of the Audit Committee of the Trust. The Audit Committee 
is responsible for reviewing the results of each audit of the 
Trust by its independent auditors and for recommending the 
selection of independent auditors for the coming year.

Under the Declaration of Trust, the Trustees are entitled to be 
indemnified by the Trust to the fullest extent permitted by law 
against all liabilities and expenses reasonably incurred by them 
in connection with any claim, suit or judgment or other liability 
or obligation of any kind in which they become involved by virtue 
of their service as Trustees of the Trust, except liabilities 
incurred by reason of their willful misfeasance, bad faith, gross 
negligence or reckless disregard of the duties involved in the 
conduct of their office.

As of March 21, 1997, the Trustees and officers of the Trust 
directly or indirectly owned as a group less than 10% of the 
Government Portfolio and less than 1% of the Maximum Income
Portfolio.

Administrative and Other Expenses

Except for certain expenses assumed by the Advisor (see "The 
Investment Advisor"), the Trust is responsible for payment from 
its assets of all of its expenses. These expenses can include any 
of the business or other expenses of organizing, maintaining and 
operating the Trust. Certain expense items which may represent 
significant costs to the Trust include the payment of the 
Advisor's fee; the expense of shareholder accounting, customer 
services, and calculation of net asset value; the fees of the 
Custodian; of the Trust's independent auditors; and of legal 
counsel to the Trust; the expense of registering the Trust and 
its shares; of printing and distributing prospectuses and 
periodic financial reports to current shareholders; of trade 
association membership; and the expense of preparing shareholder 
reports, proxy materials and of holding shareholder meetings of 
the Trust. The Trust is also responsible for any extraordinary or 
non-recurring expenses it may incur.

Services Agreement. The Trust does not have any officers or 
employees who are paid directly by the Trust. The Trust has 
entered into a Services Agreement with the Advisor for the 
provision of operational and other services required by the 
Trust. Such services may include the functions of shareholder 
servicing agent and transfer agent; bookkeeping and portfolio 
accounting services; the handling of telephone inquiries, cash 
withdrawals and other customer service functions including 
monitoring wire transfers; and providing to the Trust appropriate 
supplies, equipment and ancillary services necessary to the 
conduct of its affairs. The Trust is registered with the 
Securities and Exchange Commission as the transfer agent for its 
shares and acts as its own dividend-paying agent; while transfer 
agent personnel and facilities are included among those provided 
to the Trust under the Services Agreement, the Trust itself is 
solely responsible for its transfer agent and dividend payment 
functions and for the supervision of those functions by its 
officers.
   
All such services provided to the Trust by the Advisor are 
rendered at a flat fee reviewed and approved annually
by the Trustees.  Such fee is expected to approximate
the cost of providing such services. The term "cost" 
includes both direct expenditures and the related overhead 
costs, such as depreciation, employee supervision, rent and the like; 
reimbursements to the Advisor pursuant to the Services Agreement 
are in addition to and independent of payments made pursuant to 
the Investment Advisory Agreement.  The Advisor provides
such services to GIT Equity Trust, GIT Tax-Free Trust and
Government Investors Trust.
    
Distribution Agreement. GIT Investment Services, Inc. acts as the 
Trust's Distributor and principal underwriter under a 
Distribution Agreement, dated January 11, 1983, as amended and 
restated as of July 3, 1985. The Distribution Agreement had an 
initial term of two years and may thereafter continue in effect 
only if approved annually by the Trustees, including a majority 
of those who are not "interested persons," as defined in the 
Investment Company Act of 1940. The Distributor may act as the 
Trust's agent for any sales of its shares. The Trust may also 
sell its shares directly to any party. The Distributor makes the 
Trust's shares continuously available to the general public in those 
States where it has qualified to do so, but has assumed no 
obligation to purchase any of the Trust's shares. The Distributor 
is wholly owned by A. Bruce Cleveland, its President.
   
Portfolio Transactions

Decisions as to the purchase and sale of securities for the 
Trust, and decisions as to the execution of these transactions, 
including selection of market, broker or dealer and the 
negotiation of commissions are, where applicable, to be made by 
the Advisor, subject to review by the officers and Trustees of 
the Trust.

In general, in the purchase and sale of Portfolio securities the 
Trust will seek to obtain prompt and reliable execution of orders 
at the most favorable prices or yields. In determining the best 
price and execution, the Advisor may take into account a dealer's 
operational and financial capabilities, the type of transaction 
involved, the dealer's general relationship with the Advisor, and 
any statistical, research or other services provided by the 
dealer to the Advisor. To the extent such non-price factors are 
taken into account the execution price paid may be increased, but 
only in reasonable relation to the benefit of such non-price 
factors to the Trust as determined in good faith by the Advisor. 
Brokers or dealers who execute Portfolio transactions for the 
Trust may also sell its shares; however, any such sales will not 
be either a qualifying or disqualifying factor in the selection 
of brokers or dealers. During its three most recent fiscal years, 
the Trust paid no aggregate brokerage commissions. 

Owing to the nature of the market for debt securities, the Trust 
expects that most Portfolio transactions will be made directly 
with an underwriter, issuer or dealer acting as a principal, and 
thus will not involve the payment of commissions, although 
purchases from an underwriter will involve payments of fees and 
concessions by the issuer to the underwriting group. The Trust 
also reserves the right to purchase Portfolio securities through 
an affiliated broker, when deemed in the Trust's best interests 
by the Advisor, provided that: (1) the transaction is in the 
ordinary course of the broker's business; (2) the transaction 
does not involve a purchase from another broker or dealer; (3) 
compensation to the broker in connection with the transaction is 
not in excess of one percent of the cost of the securities 
purchased; and (4) the terms to the Trust for purchasing the 
securities, including the cost of any commissions, are not less 
favorable to the Trust than terms concurrently available from 
other sources. Any compensation paid in connection with such a 
purchase will be in addition to fees payable to the Advisor under 
the Investment Advisory Agreement. The Trust does not anticipate 
that any such purchases through affiliates will represent a 
significant portion of its total activity; no such transactions 
took place during the Trust's three most recent fiscal years.

The Trust does not expect to engage in a significant amount of 
short-term trading, but securities may be purchased and sold in 
anticipation of market fluctuations, as well as for other 
reasons. The Trust anticipates that annual Portfolio turnover for 
each of its Portfolios generally will not exceed 100%. The actual 
turnover rate, however, will not be a limiting factor if the 
Trust deems it desirable to conduct purchases and sales of 
Portfolio securities. Reference should be made to the Prospectus 
for actual rates of Portfolio turnover (see "Financial Highlights").


    
   
In valuing brokerage services, the Advisor makes a judgment 
of the usefulness of research and other information and 
services provided by a broker to the Advisor in managing the 
Portfolio's investment portfolio.  In some cases, the 
information, e.g. data or recommendations concerning 
particular securities, relates to the specific transaction 
placed with the broker, but, for the greater part, the 
research and services consist of a wide variety of 
information concerning companies, industries, investment 
strategy and economic, financial and political conditions 
and prospects, some of which may be provided by
means of payment for the use of electronic services 
providing such information, useful to the Advisor in 
advising the Portfolio and other clients of the Advisor.

In compensating brokers for their services, the Advisor 
takes into account the value of the information received for 
use in advising the Portfolio. It is understood by the 
Portfolio that other clients of the advisor might also 
benefit from the information and services obtained.  Where 
the Portfolio and one or more clients of the Advisor are 
simultaneously engaged in the purchase or sale of the same 
security, the transactions will, to the extent possible, be averaged 
as to price and allocated equitably.  In most 
cases, it is believed that coordination and the ability to 
participate in volume transactions will be to the benefit of 
the Portfolio.

Shareholder Transactions
    
The Prospectuses describe the basic procedures for investing in 
the Trust (see "How to Purchase and Redeem Shares"). The 
following information concerning other investment procedures is 
presented to supplement the information contained in the 
Prospectuses.

Shareholder Service Policies. The Trust's policies concerning 
shareholder services are subject to change from time to time.
   
Minimum Initial Investment and Minimum Balance.
    
The Trust reserves the right to change the minimum account size below 
which an account is subject to a monthly service charge or to 
involuntary closing by the Trust. The Trust may also institute a 
minimum amount for subsequent investments by 30 days written 
notice to its shareholders.
   
Special Service Charges.    The Trust further reserves the right, 
after 30 days written notice to shareholders, to impose special 
service charges for services that are not regularly afforded to 
shareholders, such service charges may include but are not limited 
to fees for stop payment orders and returned checks. The Trust's 
standard service charges are also subject to adjustment from time 
to time.
       
   
Share certificates will not be issued.
    
Subaccounting Services. The Trust offers subaccounting services 
to institutions. The Trustees reserve the right to determine from 
time to time such guidelines as they deem appropriate to govern 
the level of subaccounting service that can be provided to 
individual institutions in differing circumstances. Normally, the 
Trust's minimum initial investment to open an account will not 
apply to subaccounts; however, the Trust reserves the right to 
impose the same minimum initial investment requirement that would 
apply to regular accounts, if it deems that the cost of carrying 
a particular subaccount or group of subaccounts is otherwise 
likely to be excessive. The Trust may provide and charge for 
subaccounting services which it determines exceed those services 
which can be provided without charge; the availability and cost 
of such additional services will be determined in each case by 
negotiation between the Trust and the parties requesting the additional 
services. The Trust is not presently aware of any such services for which a 
charge will be imposed.

Crediting of Investments. The Trust reserves the right to reject 
any investment in the Trust for any reason and may at any time suspend 
all new investment in the Trust. The Trust may also, in its discretion or 
at the instance of the Advisor, decline to give recognition as an 
investment to funds wired for credit to either type of account, 
until such funds are actually received by the Trust. Under 
present federal regulatory guidelines, the Advisor may be 
responsible for any losses resulting from changes in the Trust's 
net asset value which are incurred by the Trust as a result of 
failure to receive funds from a shareholder to whom recognition for 
investment was given in advance of receipt of payment.

If shares are purchased to be paid for by wire and the wire is 
not received by the Trust or if shares are purchased by a check 
which, after deposit, is returned unpaid or proves uncollectible, 
then the share purchase may be canceled immediately or the 
purchased shares may be immediately redeemed. The shareholder that 
gave notice of the intended wire or submitted the check will be 
held fully responsible for any losses so incurred by the Trust, 
the Advisor or the Distributor. 

As a condition of the Trust's public offering (which the investor 
will be deemed to have accepted by submitting an order for the 
purchase of the Trust's shares) the Distributor shall have the 
investor's power of attorney coupled with an interest, 
authorizing the Distributor to redeem sufficient shares from any 
fund of the shareholder for which it acts as a principal underwriter 
or distributor, or to liquidate sufficient other assets held in 
any brokerage account of the shareholder with the Distributor, and 
to apply the proceeds thereof to the payment of all amounts due 
to the Trust from the shareholder arising from any such losses. Any 
such redemptions or liquidations will be limited to the amount of 
the actual loss incurred by the Trust at the time the share 
purchase is canceled and will be preceded by notice to the 
shareholder and an opportunity for the shareholder to make restitution 
of the amount of the loss. The Trust will retain any profits 
resulting from such cancellations or redemptions and, if the 
purchase payment was by a check actually received, will absorb 
any such losses unless they prove recoverable.

Checks.  Checks drawn on foreign banks will not be considered 
received in federal funds until the Trust has actual receipt of 
payment in immediately available U.S. dollars after submission of 
the check for collection; collection of such checks through the 
international banking system may require 30 days or more.

Wire.  Funds received by wire are normally converted into shares in the
Trust at the net asset value next determined.
   
Purchase Orders from Brokers.  An order to purchase shares
which is received by the Trust from a securities broker will 
be considered received in proper form for the net asset 
value per share determined as of the close of business of
the New York Stock Exchange on the day of the order, 
provided the broker received the order from its customer 
prior to that time and transmitted it to the Trust prior to 
4 p.m. EST.  Shareholders who invest in the Trust through a 
broker may be charged a commission for handling the 
transaction.  A shareholder may deal directly with the Trust
anytime to avoid the fee.
    
       
Redemptions

The value of shares redeemed will        
be determined according to the share net asset value next 
calculated after the request has been received in proper form. 
(See "Determination of Net Asset Value.") Thus, any such request 
received in proper form prior to 4 p.m. Washington, DC time on a 
business day will reflect the net asset value calculated at that 
time; later withdrawal requests will be processed to reflect the 
share net asset value figure calculated on the next day the 
calculation is made. The Trust calculates net asset values each 
day the New York Stock Exchange is open for trading.

Net asset value determinations will apply as of the day the 
redemption order is submitted in proper form. A redemption 
request may not be deemed to be in proper form unless a signed 
account application has been properly submitted to the Trust by 
the shareholder or such an application is submitted with the 
withdrawal request.

A shareholder draft check drawn against an account will not be 
considered in proper form unless sufficient collected funds are 
available in the account on the day the check is presented for 
payment.

The "day of withdrawal" for share redemptions refers to the day 
on which corresponding funds are paid out by the Trust, whether 
by wire transfer, exchange between accounts, check, or debit of 
the investor's account to cover a customer checks presented for 
payment. 

Shareholders should be aware that it is possible, should the share 
net asset value of the respective Portfolio fall as a result of 
normal market value changes, that amounts available for 
withdrawal from an account could be less than the amount of the 
original investment. All redemptions from the Trust will be 
affected by the redemption of the appropriate number of whole and 
fractional shares having a net asset value equal to the amount 
withdrawn.
       

The Trust will use its best efforts in normal circumstances to 
handle withdrawals within the times previously given. However, it 
may for any reason it deems sufficient suspend the right of 
redemption or postpone payment for any shares in the Trust for 
any period up to seven days. The Trust's sole responsibility with 
regard to withdrawals shall be to process, within the 
aforementioned time period, redemption requests in proper form. 
Neither the Trust, its affiliates, nor the Custodian can accept 
responsibility for any act or event which has the effect of 
delaying or preventing timely transfers of payment to or from 
shareholders. By law, payment for shares in the Trust may be 
suspended or delayed for more than seven days only during any 
period when the New York Stock Exchange is closed, other than 
customary weekend and holiday closings; when trading on such 
Exchange is restricted, as determined by the Securities and 
Exchange Commission; or during any period when the Securities and 
Exchange Commission has by order permitted such suspension.

Unless the shareholder's current address is on file with the 
Trust in the original account Application or by means of 
subsequent written notice signed by the authorized signers for 
the account, then the Trust may require signed written 
instructions to process withdrawals and account closings. In 
response to verbal requests, however, redemption proceeds will 
normally be mailed to the shareholder at the address shown on the 
Trust's records, provided an original signed Application has been 
received.

When an account is closed, the Trust reserves the right 
to make payment by check of any final dividends declared to the 
date of the redemption to close the account, but not yet paid, on 
the same day such dividends are paid to other shareholders, 
rather than at the time the account is closed.
   
Inter Fund Exchange.  Funds exchanged between shareholder 
accounts will earn its final days dividend on the day of exchange.
    
Same-day exchanges can only be made in circumstances that 
would permit same-day wire redemptions from the account 
being debited.  All exchanges will be effected at the net asset 
value per share of the respective accounts next determined after 
the exchange request is received in proper form.  If an
exchange is to be made between shareholder accounts that are 
not held in the same name and tax identification number or do not 
have the same mailing address or signatories, then the Trust may 
require any transfer between them to be made by making a 
redemption from one account and a corresponding investment in the 
other using the same procedures that would apply to any other 
withdrawal or investment. 

The Trust reserves the right, when it deems such action necessary 
to protect the interests of its shareholders, to refuse to honor 
withdrawal requests made by anyone purporting to act with the 
authority of another person or on behalf of a corporation or 
other legal entity. Each such individual must provide a corporate 
resolution or other appropriate evidence of his or her authority 
or identity satisfactory to the Trust. The Trust reserves the 
right to refuse any third party redemption requests.

If, in the opinion of the Trustees, extraordinary conditions 
exist which make cash payments undesirable, payments for any 
shares redeemed may be made in whole or in part in securities and 
other property of the Trust; except, however, that the Trust has 
elected, pursuant to rules of the Securities and Exchange 
Commission, to permit any shareholder of record to make 
redemptions wholly in cash to the extent the shareholder's 
redemptions in any 90-day period do not exceed the lesser of 1% 
of the aggregate net assets of the Trust or $250,000. Any 
property of the Trust distributed to shareholders will be valued 
at fair value. In disposing of any such property received from 
the Trust, a shareholder might incur commission costs or other 
transaction costs.   There is no assurance that a shareholder 
attempting to dispose of any such property would actually receive 
the full net asset value for it. Except as described herein, 
however, the Trust intends to pay for all share redemptions in 
cash.

Retirement Plans

General information on retirement plans offered by the Trust is 
provided in the Prospectus (see "Retirement Plans"). Additional 
information concerning these retirement plans is provided below.

IRAs. The minimum initial contribution for an IRA plan with the 
Trust is $500. Spousal IRAs are accepted by creating two 
accounts, one for each spouse. For IRAs opened in connection with 
a payroll deduction or SEP plan, the Trust may waive the initial 
investment minimum on a case-by-case basis.

The Trust's annual account maintenance fee is deducted from the 
account at the end of each year or at the time of the account's 
closing unless prepaid by the shareholder.

Other Retirement Plans or Retirement Plan Accounts. The Trust 
does not intend to impose any monthly minimum balance charge with 
respect to IRA, Keogh or 403(b) accounts. The Trust offers 
prototype Keogh, SEP IRA, SIMPLE, 401(k) and 403(b) retirement 
plans.  The Trust may waive the initial investment minimum for 
prototype or other retirement plan accounts on a case by case 
basis.

Declaration of Dividends

Substantially all of the Trust's accumulated net income is 
declared as dividends, when calculated, each business day. 
Calculation of accumulated net income for each of the Trust's 
portfolios will be made just prior to calculation of the 
portfolio's net asset value (see "Determination of Net Asset 
Value"). The amount of such net income will reflect the interest 
income (plus any discount earned less premium amortized), and 
expenses accrued by the Portfolio reflected since the previously 
declared dividends.

Realized capital gains and losses and unrealized appreciation and 
depreciation are reflected as changes in net asset value per 
share of the Trust's portfolios. Premium on securities purchased 
is amortized daily as a charge against income. 

Dividends are payable to shareholders of record at the time as of 
which they are determined. Dividends are paid in the form of 
additional shares of the Trust credited to the respective investor
account at the end of each calendar month (or normally when the 
account is closed, if sooner), unless the shareholder makes a 
written election to receive dividends in cash.

Notice of payment of dividends will be mailed to each shareholder 
quarterly. For tax purposes each shareholder will also receive an 
annual summary of dividends paid by the Trust and the extent to 
which they constitute capital gains dividends (see "Additional 
Tax Matters"). Any investor purchasing shares in an account of 
the Trust as of a particular net asset value determination (4 
p.m., Washington, DC time) on a given day will not be considered a 
shareholder of record for the dividend declaration made that day; 
but an investor withdrawing as of such determination will be 
considered a shareholder of record with respect to the shares 
withdrawn. A "business day" will be any day the New York Stock 
Exchange is open for trading.

Net realized capital gains, if any, will be distributed to 
shareholders at least annually as capital gains dividends.

Determination of Net Asset Value

The net asset value of each portfolio of the Trust, and of the 
respective shares, is calculated each day the New York Stock 
Exchange is open for trading. Net asset value is not calculated 
on New Year's Day, the observance of Washington's Birthday 
(President's Day), Good Friday, the observance of Memorial Day, 
Independence Day, Labor Day, Thanksgiving Day, Christmas Day 
and on other days the New York Stock Exchange is closed for 
trading. The net asset value calculation is made as of a specific time 
of day, as described in the Prospectus.

Net asset value per share of each portfolio is determined by 
adding the value of all its securities and other assets, 
subtracting its liabilities and dividing the result by the total 
number of outstanding shares that represent an interest in the 
portfolio. These calculations are performed by the Trust and for 
its account, pursuant to the Services Agreement (see 
"Administrative and Other Expenses"). The Trust's shares are 
redeemed at net asset value. Shares of the Trust are offered at 
net asset value.

Securities for which current market quotations are readily 
available are valued at the mean between their bid and ask 
prices; securities for which current market quotations are not 
readily available are valued at their fair value as determined in 
good faith by the Trustees. Securities having a remaining 
effective maturity of 60 days or less are valued at their 
amortized cost, subject to the Trustees' determination that this 
method reflects their fair value. The Trustees may authorize 
reliance upon an independent pricing service for the 
determination of securities values. An independent pricing 
service may price securities with reference to market 
transactions in comparable securities and to historical 
relationships among the prices of comparable securities; such 
prices may also reflect an allowance for the impact upon prices 
of the larger transactions typical of trading by institutions. 
The Trust's shares are priced by rounding their value to the 
nearest one-tenth of one cent.

Valuation of Futures Contracts. Although initial margin must be 
posted when financial futures contracts are acquired and a 
maintenance margin may be required as the value of the contracts 
changes, such margin deposits remain an asset of the respective 
portfolio. Any financial futures contracts held by the portfolio 
will be marked to the market each business day, so that the 
difference between the contract price of the futures contracts 
and their corresponding current market price will be reflected 
daily as unrealized gains or losses. When a futures contract is 
liquidated by acquiring an offsetting contract, then either a 
gain or a loss will be realized, reflecting the difference 
between the prices of the original and the offsetting contracts. 
If a futures contract is held until delivery and settlement is 
made, then the transaction will be treated as a purchase or sale 
of the underlying securities at the contract price.

Futures contracts are valued at the daily settlement price 
determined by the commodity exchange where they are traded, if 
available, or otherwise at fair value, taking into account the 
most recent settlement, bid or asked prices available, as 
determined in good faith by the Trustees or by the Advisor 
according to procedures approved by the Trustees.

Valuation of Options Held or Written. Options held by a Portfolio 
and liabilities for options written by a portfolio are valued in 
the same manner as futures contracts, if they are traded on a 
commodity exchange. Other options are valued at the last reported 
sale price of the options, or if no sales are reported, at the 
mean between the last reported bid and asked prices for the 
current day, if available, or otherwise at fair value as 
determined in good faith by the Trustees or by the Advisor 
according to procedures approved by the Trustees.

When put or call options are written, the premium received is 
reflected on the portfolio's books as a cash asset that is offset 
by a deferred credit liability, so that the premium received has 
no impact on net asset value at that time. The deferred credit 
amount is then marked to the market value of the outstanding 
option contract daily. If an option contract on securities is 
exercised, then the Trust will reflect, as appropriate, either a 
purchase or sale of the securities (when a call is exercised, the 
securities may be either held by the Portfolio or purchased for 
delivery in the open market). The purchase or sale price for the 
securities will be equal to the exercise price of the option, 
adjusted by the amount of the option premium previously received; 
the previously established deferred credit liability will then be 
extinguished. If an option contract on financial futures is 
exercised, the portfolio will acquire either a long or a short 
position in the underlying futures contract; a gain or loss will 
then be recognized equal to the option premium previously 
received, reduced by the difference between the option exercise 
price and the current market value of the futures contract, and 
the previously established deferred credit liability will be 
extinguished. If an option expires without being exercised (or if 
it is offset by a closing purchase transaction), then the 
portfolio will recognize the deferred credit as a gain (reduced 
by the cost of any closing purchase transaction).


Additional Tax Matters

To qualify as a "regulated investment company" and avoid Trust-
level federal income tax under the Internal 
Revenue Code (the "Code"), each Portfolio must, among 
other things, distribute 100% of its net income and net 
capital gains.  The Code also requires the distribution of at least 
98% of net income for the calendar year and capital gains determined 
as of October 31 each year before the calendar year end in order to
avoid a 4% excise tax. Each Portfolio intends to distribute all 
taxable income to the extent it is realized and avoid imposition 
of federal income and excise taxes.

Each Portfolio must derive at least 90% of its gross income from 
dividends, interest, gains from the sale or disposition of 
securities, and certain other types of income, and derive less 
than 30% of its gross income from the sale or disposition of 
securities held for less than three months. Should it fail to 
qualify as a "regulated investment company" under the Code, the 
Portfolio would be taxed as a corporation with no allowable deduction 
for the distribution of dividends.

Shareholders of each Portfolio, however, will be subject to federal 
income tax on any ordinary net income and net capital gains 
realized by each Portfolio and distributed to shareholders as regular 
or capital gains dividends, whether distributed in cash or in the 
form of additional shares. Generally, dividends declared by the 
Trust during October, November or December of any calendar year 
and paid to shareholders before February 1 of the following year 
will be treated for tax purposes as received in the year the 
dividend was declared. No portion of the regular dividends paid 
by a Portfolio is expected to be eligible for the dividends 
received deduction for corporate shareholders (70% of dividends 
received).

Shareholders who fail to comply with the interest and dividends 
"back-up" withholding provisions of the Code (by filing Form W-9 
or its equivalent, when required) or who have been determined by 
the Internal Revenue Service to have failed to properly report 
dividend or interest income may be subject to a 31% withholding 
requirement on transactions with each Portfolio.

For tax purposes, each Portfolio will send shareholders an annual 
notice of dividends paid during the prior year. Investors are 
advised to retain all statements received from the Trust to 
maintain accurate records of their investment. Shareholders of 
each portfolio of the Trust will be subject to federal income tax 
on the net capital gains, if any, realized by each portfolio and 
distributed to shareholders as capital gains dividends. 
Shareholders should carefully consider the tax implications of 
buying each portfolio's shares just prior to declaration of a regular 
or capital gains dividend. Prior to the declaration, the value of 
the distribution will be reflected in net asset value per share 
and thus will be paid for by the shareholder when the shares are 
purchased; when the dividend is declared the amount to be 
distributed will be deducted from net asset value, lowering the 
value of the shareholder's investment by the same amount, but the 
shareholder will nevertheless be taxed on the amount of the 
dividend without any offsetting deduction for the drop in share 
value until the shares are ultimately redeemed.  A loss on the 
sales of shares held for six months or less will be treated as a 
long-term capital loss to the extent of any capital gains 
dividend received.

Special rules apply to the taxation of financial futures 
contracts and options that may be acquired or written by a 
portfolio. The holding period of securities purchased may be affected 
by hedging transactions, such as the purchase of puts or the sale 
of calls against those securities. Hedging transactions involving 
debt securities and either futures or options contracts are 
considered "mixed straddles" under the Code, meaning that any 
losses realized from one part of the transaction may only be 
deducted to the extent that they exceed any unrecognized gains in 
offsetting positions.

Each portfolio reserves the right to involuntarily redeem any of its 
shares if, in its judgment, ownership of such portfolio's shares has 
or may become so concentrated as to make such portfolio a personal 
holding company under the Code.

State and Local Taxes. Dividends paid by each portfolio are generally 
expected to be subject to any state or local taxes on income. 
Interest on U.S. Government securities may be entitled to an 
exemption from State and local income taxes that is otherwise 
available to the shareholder if he had purchased U.S. Government 
securities directly. Shareholders should consult their tax 
Advisors about the status of distributions from each portfolio in 
their own tax jurisdictions.

Yield and Total Return Calculations

In order to provide a basis for comparisons of the Trust's 
portfolios with similar funds, with comparable market indices, 
and with investments such as savings accounts, savings 
certificates, taxable and tax-free bonds, money market funds and 
money market instruments, the Trust calculates yields and total 
return for each of its portfolios.

Standardized Yield. For advertising and certain other purposes, 
the yield of each portfolio is calculated according to a 
standardized formula prescribed by the Securities and Exchange 
Commission. Such standardized yields are calculated by adding one 
to the respective Portfolio's total daily theoretical net income 
per share during a given 30-day period divided by the portfolio's 
maximum offering price per share on the last day of the period, 
raising the result to the sixth power, subtracting one, and 
multiplying the result by two. Such standardized yields may be 
calculated daily; weekly, as of each Friday; and monthly, as of 
the last day of each month.

For purposes of such yield calculations, the daily theoretical 
gross income of each obligation in a portfolio is determined as 
1/360 of the obligation's yield to maturity (or put or call date 
in certain cases), based upon its current value (defined as the 
obligation's closing market value that day, plus any accrued 
interest), multiplied by such current value. A portfolio's daily 
theoretical gross income is the sum of the daily theoretical 
gross income amounts computed for each of the obligations in the 
portfolio. A portfolio's total daily theoretical net income per 
share during a given 30-day period is the portfolio's daily 
theoretical gross income, less daily expenses accrued (as reduced 
by any expenses waived or reimbursed by the Advisor), totaled 
for each day in the period and divided by the average number of 
shares outstanding during the period.

Total Return. Average annual total return is calculated by 
finding the compounded annual rate of return over a given period 
that would be required to equate an assumed initial investment in 
the portfolio to the ending redeemable value the investment would 
have had at the end of the period, taking into account the effect 
of the changes in the portfolio's share price during the period 
and any recurring fees charged to shareholder accounts, and 
assuming the reinvestment of all dividends and other 
distributions at the applicable share price when they were paid. 
Non-annualized aggregate total returns may also be calculated by 
computing the simple percentage change in value that equates an 
assumed initial investment in the portfolio with its redeemable 
value at the end of a given period, determined in the same manner 
as for average annual total return calculations.

Representative Yield and Total Return Quotations. As of December 31,
1996, the standardized 30-day yield of the Government Portfolio 
was 4.90% per annum and of the Maximum Income Portfolio was 8.16% 
per annum.

For the year ended December 31, 1996, the average annualized total 
return of the Government Portfolio was 0.34% and of the Maximum 
Income Portfolio was 6.84%. For the calendar quarter ending December 
31, 1996, the non-annualized aggregate total return of the 
Government Portfolio was 2.78% and of the Maximum Income 
Portfolio was 0.96%.

For the five years ended December 31, 1996, the average annualized 
total return of the Government Portfolio was 5.04% and its non-
annualized aggregate total return was 27.85%.

For the five years ended December 31, 1996, the average annualized 
total return of the Maximum Income Portfolio was 8.94% and its 
non-annualized aggregate total return was 53.46%.

For the ten years  ended December 31, 1996, the average annualized 
total return of the Government Portfolio was 6.27% and its non-
annualized aggregate total return was 83.77%.

For the ten years ended through December 31, 1996, the average 
annualized total return of the Maximum Income Portfolio was 6.96% 
and its non-annualized aggregate total return was 96.01%.
   
As of December 31, 1996, the one year total return of 
Madison Bond Fund, Inc., economic predecessor to the Madison
Bond Fund Portfolio, was 2.55%.  The five year average 
annualized total return and average annualized
total return since inception on April 23, 1990 was 4.81% and
6.45%, respectively.  For the calendar quarter ended
December 31, 1996, the non-annualized aggregate total return
was 2.65%.  The non-annualized aggregate total return
since inception was 51.93%.
    

Performance Comparisons. From time to time, in advertisements or 
in reports to shareholders and others, the Trust may compare the 
performance of its portfolios to that of recognized market 
indices or may cite the ranking or performance of its portfolios 
as reported in recognized national periodicals, financial 
newsletters, reference publications, radio and television news 
broadcasts, or by independent performance measurement firms.

The Trust may also compare the performance of its portfolios to 
that of other funds managed by the same Advisor. It may compare 
its performance to that of other types of investments, 
substantiated by representative indices and statistics for those 
investments.

Market indices which may be used include those compiled by major 
securities firms, such as Solomon Brothers, Shearson Lehman 
Hutton, the First Boston Corporation, and Merrill Lynch; other 
indices compiled by securities rating or valuation services, such 
as Ryan Financial Corporation and Standard and Poor's 
Corporation, may also be used. Periodicals which report market 
averages and indices, performance information, and/or rankings 
may include: The Wall Street Journal, Investors Daily, The New 
York Times, The Washington Post, Barron's, Financial World 
Magazine, Forbes Magazine, Money Magazine, Kiplinger's Personal 
Finance, and the Bank Rate Monitor. Independent performance 
measurement firms include Lipper Analytical Services, Inc., Frank 
Russel Company, SCI and CDA Investment Technologies.
   
When the Trust uses Lipper Analytical Services, Inc. in making 
performance comparisons in advertisements or in reports to 
shareholders or others, the performance of the Government 
Portfolio will be compared to mutual funds categorized as 
"General U.S. Government Funds", the performance of the 
Maximum Income Portfolio will be compared to mutual funds 
categorized as "High Current Yield Funds" and the performance
of the Madison Bond Fund Portfolio will be compared to
mutual funds categorized as "Intermediate Corporate Debt
Funds".  If any of these categories should be changed by 
Lipper Analytical Services, Inc., comparisons will be made 
thereafter based on the revised categories. 
    
In addition, a variety of newsletters and reference publications 
provide information on the performance of mutual funds, such as 
the Donoghue's Money Fund Report, No-Load Fund Investor, 
Wiesenberger Investment Companies Service, the Mutual Fund Source 
Book, the Mutual Fund Directory, the Switch Fund Advisory, Mutual 
Fund Investing, the Mutual Fund Observer, Morningstar, the Bond 
Fund Survey. Financial news is broadcast by the Financial News 
Network, Cable News Network, Public Broadcasting System, and the 
three major television networks, NBC, CBS and ABC, as well as by 
numerous independent radio and television stations.

The Trust may also disclose the contents of each of its portfolios as
frequently as daily in advertisements and elsewhere.

Average Maturities. The Trust also calculates average maturity 
information for each of its portfolios. The "average maturity" of 
a Portfolio on any day is determined by multiplying the number of 
days then remaining to the effective maturity (see "Supplemental 
Investment Policies") of each investment in the Portfolio by the 
value of that investment, summing the results of these 
calculations, and dividing the total by the aggregate value of 
the portfolio that day (determined as of 4 p.m. Washington, DC 
time). Thus, the average maturity represents a dollar-weighted 
average of the effective maturities of portfolio investments. The 
"mean average maturity" of a portfolio over some period, such as 
seven days, a month or a year, represents the arithmetic mean 
(i.e., simple average) of the daily average maturity figures for 
the portfolio during the respective period.

It should be noted that the investment results of the Trust's 
portfolios will tend to fluctuate over time, and so historical 
yields and total returns should not be considered representations 
of what an investment may earn in any future period. Actual 
distributions to shareholders will tend to reflect changes in 
market interest rates, and will also depend upon the level of the 
Trust's expenses, realized or unrealized investment gains and 
losses, and the relative results of the Trust's investment 
policies. Thus, at any point in time future yields and total 
returns may be either higher or lower than past results, and 
there is no assurance that any historical performance record will 
continue.

Custodians and Special Custodians

Star Bank, N.A., 425 Walnut Street, Cincinnati, OH 45202, is 
Custodian for the cash and securities of the Trust. The Custodian 
maintains custody of the Trust's cash and securities, handles its 
securities settlements and performs transaction processing for 
cash receipts and disbursements in connection with the 
purchase and sale of the Trust's shares.

The Trust may appoint as Special Custodians, from time to time, 
certain banks, trust companies, and firms which are members of 
the New York Stock Exchange and trade for their own account in 
the types of securities purchased by the Trust. Such Special 
Custodians will be used by the Trust only for the purpose of 
providing custody and safekeeping services of relatively short 
duration for designated types of securities which, in the opinion 
of the Trustees or of the Advisor would most suitably be held by 
such Special Custodians rather than by the Custodian. In the 
event any such Special Custodian is used, it shall serve the 
Trust only in accordance with a written agreement with the Trust 
meeting the requirements of the Securities and Exchange 
Commission for custodians and approved and reviewed at least 
annually by the Trustees, and, if a securities dealer, only if it 
delivers to the Custodian its receipt for the safekeeping of each 
lot of securities involved prior to payment by the Trust for such 
securities.

The Trust may also maintain deposit accounts for the handling of 
cash balances of relatively short duration with various banks, as 
the Trustees or officers of the Trust deem appropriate, to the 
extent permitted by the Investment Company Act of 1940.


Legal Matters and Independent Auditors

Sullivan & Worcester LLP, 1025 Connecticut Avenue, NW,
Washington, DC, 20036 acts as legal counsel to 
the Trust.

Ernst & Young LLP, 1225 Connecticut Avenue, NW, Washington,
DC 20036 serves as independent auditors to the Trust.

From time to time the Trust may be or become involved in 
litigation in the ordinary conduct of its business. Material 
items of litigation having consequences of possible or 
unspecified damages, if any, are disclosed in the notes to the 
Trust's financial statements (see "Financial Statements and 
Report of Independent Auditors'").


Additional Information

The Trust issues semi-annual and annual reports to its 
shareholders and may issue other reports, such as quarterly 
reports, as it deems appropriate; the annual reports are audited 
by the Trust's independent auditors.

Statements contained in this Statement of Additional Information 
and in the Prospectus as to the contents of contracts and other 
documents are not necessarily complete. Investors should refer to 
the documents themselves for definitive information as to their 
detailed provisions. The Trust will supply copies of its 
Declaration of Trust and By-Laws to interested persons upon 
request.

The Trust and shares in the Trust have been registered with the 
Securities and Exchange Commission in Washington, DC, by the 
filing of a Registration Statement. The Registration Statement 
contains certain information not included in the Prospectus or 
not included in this Statement of Additional Information and is 
available for public inspection and copying at the offices of 
such Commission.


Financial Statements and Report of Independent Auditors 

Audited Financial Statements for the Trust, together with the 
Report of Ernst & Young LLP, Independent Auditors for the fiscal 
year ended March 31, 1997, appear in the Trust's Annual Report to 
shareholders for the fiscal year ended March 31, 1997, which is 
incorporated herein by reference. Such report has been filed with 
the Securities and Exchange Commission and is furnished to 
investors with this Statement of Additional Information. 
Additional copies of such Report are available upon request at no 
charge by writing or calling the Trust at the address and 
telephone number shown on the cover page above.
   
Audited Financial Statements for Madison Bond Fund, Inc., the
economic predecessor to the Madison Bond Fund Portfolio, 
together with the Report of Williams, Young & Associates, LLC,
Independent Auditors for its fiscal year ended December 31, 1996,
appear in Madison Bond Fund, Inc.'s Annual Report to 
shareholders for the fiscal year ended December 31, 1996, which is 
incorporated herein by reference. Such report has been filed with 
the Securities and Exchange Commission and is furnished to 
investors with this Statement of Additional Information. 
Additional copies of such report are available upon request at no 
charge by writing or calling the Trust at the address and 
telephone number shown on the cover page above.
    
Quality Ratings

All U.S. Government securities that may be acquired by the Trust 
are expected to be classified as "High Grade" investments. Any 
obligation of a bank or savings and loan association having total 
assets of at least $750 million (or the foreign currency 
equivalent) as of the end of its most recent fiscal year, 
provided it earned a profit during that year, is eligible to be 
classified "High Grade"; but the actual classification of such 
obligations will be subject to such additional liquidity, 
profitability and other tests as the Advisor deems appropriate in 
the circumstances.

The Trust will determine the grade or credit quality of other 
securities it may acquire principally by reference to the ratings 
assigned by the two principal private organizations which rate 
Municipal Securities: Moody's Investors Service, Inc. ("Moody's") 
and Standard and Poor's Corporation ("S&P"). In cases where both 
Moody's and S&P rate an issue, it will be graded according to 
whichever of the assigned ratings the Advisor deems appropriate; 
in cases where neither organization rates the issue it will be 
graded by the Advisor following standards which, in its judgment, 
are comparable to those followed by Moody's and S&P. All grading 
procedures followed by the Advisor will be subject to review by 
the Trustees.

Corporate Obligations. For corporate obligations, Moody's uses 
ratings Aaa, Aa, A, Baa, Ba, B, Caa, Ca and C; S&P uses ratings 
AAA, AA, A, BBB, BB, B, CCC, CC and C. Notes and bonds rated Aaa 
or AAA are judged to be of the best quality; interest and 
principal are secure and prices respond only to market rate 
fluctuations. Notes and bonds rated Aa or AA are also judged to 
be of high quality, but margins of protection for interest and 
principal may not be quite as good as for the highest rated 
securities.

Notes and bonds rated A are considered upper medium grade by each 
organization; protection for interest and principal is deemed 
adequate but susceptible to future impairment, and market prices 
of such obligations, while moving primarily with market rate 
fluctuations, also may respond to economic conditions and issuer 
credit factors.

Notes and bonds rated Baa or BBB are considered medium grade 
obligations; protection for interest and principal is adequate 
over the short term, but these bonds may have speculative 
characteristics over the long term and therefore may be more 
susceptible to changing economic conditions and issuer credit 
factors than they are to market rate fluctuations.

Notes and bonds rated Ba or BB are considered to have immediate 
speculative elements and their future can not be considered well 
assured; protection of interest and principal may be only 
moderate and not secure over the long term; the position of these 
bonds is characterized as uncertain.

Notes and bonds rated B or lower by each organization are 
generally deemed to lack desirable investment characteristics; 
there may be only small assurance of payment of interest and 
principal or adherence to the original terms of issue over any 
long period.

Issues rated Caa or CCC and below may also be highly speculative, 
of poor standing and may even be in default or present other 
elements of immediate danger to payment of interest and 
principal.

Obligations rated Baa or above by Moody's or rated BBB or above 
by S&P are considered "investment grade" securities, whereas 
lower rated obligations are considered "speculative grade" 
securities.

Commercial Paper. Commercial paper is rated by Moody's with 
"Prime" or "P" designations, as P-1, P-2 or P-3, all of which are 
considered investment grades. In assigning its rating, Moody's 
considers a number of credit characteristics of the issuer, 
including: (1) industry position; (2) rates of return; (3) 
capital structure; (4) access to financial markets; and (5) 
backing by affiliated companies. P-1 issuers have superior 
repayment capacity and credit characteristics; P-2 issuers have 
strong repayment capacity but more variable credit 
characteristics; while P-3 issuers have acceptable repayment 
capacity, but highly variable credit characteristics and may be 
highly leveraged.

S&P rates commercial paper as A-1, A-2 or A-3. To receive a 
rating from S&P the issuer must have adequate liquidity to meet 
cash requirements, long-term senior debt rated A or better 
(except for occasional situations in which a BBB rating is 
permitted), and at least two additional channels of borrowing. 
The issuer's basic earnings and cashflow must have an upward 
trend (except for unusual circumstances) and, typically, the 
issuer's industry is well established and it has a strong 
position within the industry. S&P assigns the individual ratings 
A-1, A-2 and A-3 based upon its assessment of the issuer's 
relative strengths and weaknesses within the group of ratable 
companies.

For purposes of its investment criteria, the Trust considers only 
commercial paper rated A-1, P-1, or of a credit standing deemed 
equivalent by the Advisor, to be "High Grade."

<PAGE>

Part C
June 13, 1997
GIT Income Trust


24(a) Financial Statements

Included in Part A:  Financial Highlights
   
Included in Part B:  Filed with the Securities and Exchange 
Commission pursuant to Section 30 of the Investment Company 
Act of 1940 on May 31, 1996 and incorporated herein by 
reference is the Trust's Annual Report to Shareholders for the 
fiscal year ended March 31, 1996, as well as the unaudited
Semi-Annual Report to Shareholders for the six-months
ended September 30, 1996.  Also incorporated therein
by reference is Madison Bond Fund, Inc.'s Annual Report
to Shareholders for the fiscal year ended December
31, 1996 filed with the Commission on March 3, 1997.
    
Included in such Annual Report to Shareholders are:  Statement 
of Assets and Liabilities, Statement of Operations, Statement 
of Changes in Net Assets, Financial Highlights, Portfolio of 
Investments, Notes to Financial Statements and Report of Ernst 
& Young LLP, Independent Auditors.

Included in Part C:  Consent of Independent Auditors

24(b) Exhibits

Exhibit No.    Description of Exhibit

      1        Declaration of Trust*
      2        By-Laws*
      3        Not Applicable
      4        Not Applicable
      5        Investment Advisory Agreement*
      6        Distribution Agreement*
      7        Not Applicable
      8        Custodian Agreement with Fee Schedule*
      9        Services Agreement*
     10        Consent of Counsel*
     11        Consent of Independent Auditors (Filed
                 herewith, see also item 32)
     12        Not Applicable
     13        Not Applicable
     14        Prototype Retirement Plan*
     15        Not Applicable
     16        Computation of Performance Data*
     17        Financial Data Schedules (Filed Herewith)
     18        Not Applicable

* Previously filed by GIT Income Trust.

25.	Persons Controlled by or Under Common Control with Registrant.

None

26.	Number of Holders of Securities.

The number of holders of record of securities of the
Registrant as of March 12, 1997 is as follows:

Title of Class              Number of Holders of Record	

Shares of Beneficial Interest           830

27.	Indemnification

Previously Filed

   
28.	Business and Other Connections of Investment Advisor effective
March 15, 1997.

     Name           Position with     Other Business
                       Advisor							

Frank E. Burgess    Director       President and Director of
                                   Madison Investment Advisors,
                                   Inc., 6411 Mineral Point
                                   Road, Madison, WI  53705

Katherine L. Frank  President      Vice President of Madison
                                   Investment Advisors, Inc.
                                   6411 Mineral Point
                                   Road, Madison, WI  53705

    
       
Jay R. Sekelsky     Vice President Vice President of Madison
                                   Investment Advisors, Inc.
                                   6411 Mineral Point
                                   Road, Madison, WI  53705

Chris Berberet      Vice President Vice President of Madison
                                   Investment Advisors, Inc.
                                   6411 Mineral Point
                                   Road, Madison, WI  53705

W. Richard Mason    Secretary      Secretary of Presidential
                                   Savings Bank, FSB and
                                   Presidential Service
                                   Corporation, 4600 East-West
                                   Highway, Bethesda, MD 
                                   20814; Secretary of GIT
                                   Investment Services, Inc.
                                   of the same
                                   address as the Trust.
   
Julia M. Nelson    Vice President  None 
    
29.	Principal Underwriters

(a) GIT Investment Services, Inc., the principal underwriter 
of the Trust, also acts as principal underwriter to GIT Equity Trust,
 GIT Tax-Free Trust and Government Investors Trust.

 (b)
Name and Principal  Position and Offices  Position and Offices
Business Address    with Underwriters     with Registrant	      

A. Bruce Cleveland  Chairman, President   None
1655 Ft. Myer Dr.                         
Arlington, VA 22209

W. Richard Mason    Secretary             Secretary
1655 Ft. Myer Dr.	
Arlington, VA 22209

       
 (c)  Not Applicable

30.  Location of Accounts and Records

The books, records and accounts of the Registrant will be 
maintained at 1655 Ft. Myer Drive, Arlington, VA  22209, at 
which address are located the offices of the Registrant and 
of Bankers Finance Advisors, LLC.  Additional 
records and documents relating to the affairs of the 
Registrant are maintained by the Star Bank, N.A. of
Cincinnati, OH, the Registrant's Custodian, at the 
Custodian's offices located at 425 Walnut Street, 
Cincinnati, OH  45202.  Pursuant to the Custodian Agreement 
(see Article IX, Section 12), such materials will remain the 
property of the Registrant and will be available for 
inspection by the Registrant's officers and other duly 
authorized persons.

31.  Management Services

Previously Filed and discussed in Parts A and B.  See item 28 above.

32.  Undertakings

(a)  Not Applicable

(b)  Not Applicable

(c)  The Registrant shall furnish to each person to whom a
prospectus is delivered a copy of the Registrant's latest 
Annual Report to shareholders upon such person's request and 
without charge.

(d)  The Registrant shall file the consent of Ernst & Young, 
LLP, independent auditors, with regard to financial
information as of March 31, 1997 included in the 
definitive registration statement with such definitive 
registration statement.
<PAGE>
Performance Data (as of December 31, 1996)

        	               Maximum     Government  Madison Bond
			
30-Day Yield			

Income                49,774.62    32,299.86
Expenses               7,204.58     7,083.46 	
Avg Daily Shares O/S 896,423.657  644,688.625 	
Max Offering Price         8.16         9.68 
			
30-Day Yield               7.08%        4.90%    n/a
			

Total Return			

12/30/96 Factor        2,881.924    3,043.120   1,518.757
9/30/96 Factor         2,854.386    2,960.782   1,479.549
12/30/95 Factor        2,697.456    3,032.701   1,480.992 
12/30/91 Factor        1,877.988    2,380.208   1,201.095
12/30/86 Factor        1,470.313    1,655.943 
Inception Factor       1,000.000    1,000.000   1,000.000

Aggregate Returns			
Quarterly Return       0.96%         2.78%       2.65%
One-Year Return        6.84%         0.34%       2.55%
Five-Year Return      53.46%        27.85%      26.45%
Ten-Year Return       96.01%        83.77%       n/a

Annualized Returns			
Five-Year Return       8.94%         5.04%       4.81%
Ten-Year Return        6.96%         6.27%        n/a
<PAGE>
                           Signatures

Pursuant to the requirements of the Securities Act of 1933 
and the Investment Company Act of 1940, the Registrant  has 
duly caused this Post-Effective Amendment to the 
Registration Statement to be signed on its behalf by the 
undersigned, thereto duly authorized, in the County of 
Arlington, Commonwealth of Virginia, on March 27,
1997.

                              GIT Income Trust



                          By: (signature)
                              Katherine L. Frank
                              President

Pursuant to the requirements of the Securities Act of 1933, 
this Post-Effective Amendment to the Registration Statement 
has been signed below by the following persons in the 
capacities and on the date indicated.


                              Trustee                (Date) 
Frank E. Burgess*             
                              
                                Trustee			
Lorence Wheeler*                                     (Date)


                                Trustee               
Thomas S. Kleppe *                                   (Date)


                                Trustee			
James Imhoff*                                        (Date)


(Signature),         *        Attorney-In-Fact      3/27/97
David Leahy, Esquire       


Williams, Young & Associates, LLC
2901 West Beltline Highway
P.O. Box 8700
Madison, WI  53708
608-274-1980
Fax 608-274-8085



        CONSENT OF INDEPENDENT ACCOUNTANTS
  As independent public accountants, we hereby consent to the
  use of our report dated January 24, 1997, and to all
  references to our Firm included in or made a part of the
  Registration Statement on Form N-1A.

WILLIAMS, YOUNG & ASSOCIATES, LLC

       (signature)

Madison, Wisconsin
March 25, 1997



Member of the Institute of Profit Advisors



<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
registrant's financial statements and prospectus and is qualified in its
entirety by reference to such source documents.
</LEGEND>
<CIK> 0000710978
<NAME> GIT INCOME TRUST
<SERIES>
   <NUMBER> 2
   <NAME> GOVERNMENT PORTFOLIO
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          MAR-31-1997
<PERIOD-END>                               SEP-30-1996
<INVESTMENTS-AT-COST>                        6,419,356
<INVESTMENTS-AT-VALUE>                       6,261,777
<RECEIVABLES>                                   79,323
<ASSETS-OTHER>                                     629
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               6,341,729
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        2,668
<TOTAL-LIABILITIES>                              2,668
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     6,846,158
<SHARES-COMMON-STOCK>                          664,427
<SHARES-COMMON-PRIOR>                          706,487
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                      (349,518)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     (157,579)
<NET-ASSETS>                                 6,339,061
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                              212,287
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  51,643
<NET-INVESTMENT-INCOME>                        160,644
<REALIZED-GAINS-CURRENT>                      (36,092)
<APPREC-INCREASE-CURRENT>                     (78,930)
<NET-CHANGE-FROM-OPS>                        (115,022)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      160,644
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        252,957
<NUMBER-OF-SHARES-REDEEMED>                    804,161
<SHARES-REINVESTED>                            149,185
<NET-CHANGE-IN-ASSETS>                       (402,019)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                    (313,425)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           20,202
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 51,691
<AVERAGE-NET-ASSETS>                         6,461,354
<PER-SHARE-NAV-BEGIN>                            9.705
<PER-SHARE-NII>                                  0.237
<PER-SHARE-GAIN-APPREC>                        (0.164)
<PER-SHARE-DIVIDEND>                             0.237
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              9.541
<EXPENSE-RATIO>                                  1.425
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
registrant's financial statements and prospectus and is qualified in its
entirety by reference to such source documents.
</LEGEND>
<CIK> 0000710978
<NAME> GIT INCOME TRUST
<SERIES>
   <NUMBER> 1
   <NAME> MAXIMUM INCOME PORTFOLIO
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          MAR-31-1997
<PERIOD-END>                               SEP-30-1996
<INVESTMENTS-AT-COST>                        6,284,310
<INVESTMENTS-AT-VALUE>                       6,360,748
<RECEIVABLES>                                  188,552
<ASSETS-OTHER>                                      51
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               6,549,351
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       27,734
<TOTAL-LIABILITIES>                             27,734
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     9,047,277
<SHARES-COMMON-STOCK>                          908,831
<SHARES-COMMON-PRIOR>                          948,038
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
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