MANAGERS FUNDS
N-30D, 1996-09-10
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MANAGERS INCOME EQUITY FUND
MANAGERS CAPITAL APPRECIATION FUND
MANAGERS SPECIAL EQUITY FUND
MANAGERS INTERNATIONAL EQUITY FUND
______________________
SEMI-ANNUAL REPORT
JUNE 30, 1996

______________________
Where Leading Money Managers Converge


          MANAGERS INCOME EQUITY FUND
       MANAGERS CAPITAL APPRECIATION FUND
          MANAGERS SPECIAL EQUITY FUND
       MANAGERS INTERNATIONAL EQUITY FUND
             SEMI-ANNUAL REPORT
              June 30, 1996 (unaudited)

              TABLE OF CONTENTS

                                        Page
President's Message                      1
The Managers Funds Performance           3
Schedule of Portfolio Investments:
Managers Income Equity Fund              4
Managers Capital Appreciation Fund       8
Managers Special Equity Fund             11
Managers International Equity Fund       16
Statements of Assets and Liabilities     23
Statements of Operations                 24
Statements of Changes in Net Assets      25
Financial Highlights:
Managers Income Equity Fund              27
Managers Capital Appreciation Fund       28
Managers Special Equity Fund             29
Managers International Equity Fund       30
Notes to Financial Statements            31

     Investments in The Managers Funds are not deposits or
obligations of, or guaranteed or endorsed by, any bank.  Shares
of the funds are not federally insured by the Federal Deposit
Insurance Corporation, the Federal Reserve Board, or any other
governmental agency.


PRESIDENT'S MESSAGE






Dear Fellow Shareholder:

As the U.S. economy continued to show strength in the first half
of 1996, stocks again climbed higher while bonds traded
lower (and interest rates rose) due to fears that inflation would
follow closely behind  strong economic growth. International
stock markets also moved higher in general while foreign bond
markets were mixed, and the U.S. Dollar appreciated versus most
foreign currencies.

Gross Domestic Product (GDP) adjusted for inflation grew at a
2.2% rate in the first quarter, up from 0.5% in the fourth
quarter of 1995. Although the consensus clearly was that second
quarter growth was even stronger, signals of continued growth are
mixed, particularly as corporations begin to announce their
quarterly earnings. Although fiscal expenditures, real capital
spending, residential construction and most notably consumer
spending, which accounts for 2/3rds of GDP, all continued to
increase in the first half,  consumer debt has reached record
levels. Interest payments as a percentage of disposable personal
income and loan delinquencies are high and rising, and personal
bankruptcies are also near record highs, suggesting that
consumers must soon take a pause. In addition, it is clearly the
Federal Reserve Bank's (the "Fed") priority to maintain price
stability rather than to induce economic growth.

     The equity market began the year poorly by falling more in
the first seven trading days (S&P 500 _2.8%) than in any
correction during 1995. Investors, however, have become
increasingly comfortable with buying on weakness and continued to
pour money into equity mutual funds, which helped drive the
market higher in both the first and second quarters. Large
capitalization stocks like those represented in the Dow Jones
Industrial Average (DJIA) lead the market, in the first quarter
before flattening out in the second quarter for a total return of
+11.7% for the first six months. Conversely, smaller
capitalization stocks, and high technology issues surged in April
and May as investors' appetite for high growth companies resumed.
Although these types of stocks corrected in June, as doubts about
the sustainability of their growth surfaced, they still provided
solid returns for the six-month period. The NASDAQ Composite
Index, which represents stocks which trade over-the-counter, and
is heavily weighted in technology issues, returned +12.9% for the
first six months of 1996.

The swift rotation of leadership continued as in 1995. In the
first quarter, financial stocks, particularly those of brokerage
and financial services firms which benefited from the strong
underwriting markets, performed well. The strongest sector during
the first quarter was basic materials stocks as a result of
mining issues benefiting from the sharp rise in the price of
gold. Oil related stocks were strong as well as airlines which
were reporting record earnings. However, the financial and basic
materials sectors were among the weakest performers in the second
quarter while technology stocks surged.

     International equity markets also moved higher, in local
currency terms, throughout the first half of the year. Although
British stocks  have languished, with the Financial Times 100
Index up only +0.6% for the year to date, most European bourses
returned between +10 and +15%. The Nikkei Index in Tokyo, rose
+13.4%, while the other Pacific markets were strong in the first
quarter but traded off slightly during the second quarter.

     The U.S. Dollar (USD) rose against most foreign currencies,
continuing a trend started in mid- 1995. Over the past twelve
months, the USD has appreciated +28.2% versus the Yen from 85 to
109, and +9.3% versus the Deutsche Mark.  This is especially
impressive given the very low level of inflation abroad, and
partly diminishes reasons for a Fed rate hike.


Looking forward, we expect the markets to continue to be volatile
and short-term oriented as investors react to the daily flow of
news and statistics about the economy, inflation, and individual
corporate earnings. As the financial markets become ever more
complex and fast-paced,  we believe that The Managers Funds
philosophy of selecting and combining a variety of the best
investment managers, each with a specific, well-defined
investment discipline, becomes ever more advantageous.

This report provides you with a listing of the investment
portfolios, and financial statements for our equity funds, as
well as the performance results for all of the funds in The
Managers Funds family as of June 30, 1996.

     We are pleased to announce that The Managers Funds, L.P. has
recently retained the services of Towers Perrin as our consultant
to assist us in the selection and monitoring of the portfolio
managers utilized by The Managers Funds. As always, should you
have any questions on this report, please feel free to contact us
at (800) 835-3879, or your financial advisor.

     We thank you for your continued investment in The Managers
Funds.

     Sincerely,
     Robert P. Watson
     President



THE MANAGERS FUNDS PERFORMANCE (UNAUDITED)
All periods ending June 30, 1996


                                                     Since Inception Morningstar
           6 Months 1 Year 3 Years 5 Years 10 Years Inception  Date   Rating**
Equity Funds:
Income Equity
 Fund       5.89%   22.27%  15.00%  14.93%  11.57%   14.26% Oct. '84  ####
Capital Appreciation
 Fund       6.74    19.59   15.85   15.95   13.05    15.56  Jun. '84  ####
Special Equity
 Fund      17.97    39.91   19.49   20.77   15.21    16.67  Jun. '84  #####
InternationalEquity
 Fund       6.55    14.97   15.42   14.97   11.70    14.41  Dec. '85  ###
Income Funds:
Short Government
 Fund       0.78     4.38    1.81    3.45       _     5.15  Oct. '87  #
Short & Intermediate
 Bond Fund  0.41     6.46    3.17    6.99    7.07     8.60  Jun. '84  ####
Intermediate Mortgage
 Fund      -1.16     3.99   -4.29    3.76    6.77     7.02  May  '86  ##
Bond Fund  -3.69     4.98    6.91    9.54    9.11    11.07  Jun. '84  ####
Global Bond
 Fund      -1.56    -0.11       _       _       _     6.40  Mar. '94  NA
Money Market
 Fund       2.72     5.22    4.20    3.86    5.50     5.93  Jun. '84  NA

Past performance is no guarantee of future results. Investment
returns and share price will fluctuate. The redemption price of a
mutual fund may be more or less than the purchase price. For
additional or more recent information on the Managers Funds, or
for a prospectus, call The Managers Funds at (800) 835-3879.

 * Total return equals income yield plus share price change and
assumes reinvestment of all dividends and capital gain
distributions. No adjustment has been made for taxes payable by
shareholders on their reinvested dividends and capital  gain
distributions. Returns for periods greater than one year are
annualized.

**Morningstar proprietary ratings reflect historical risk-
adjusted performance through 6/30/96 and are subject to change
every month. The ratings are by asset class and are calculated
from the funds' three-, five-, and ten-year returns (with fee
adjustments) in excess of 90-day Treasury bill returns, and a
risk factor that reflects fund performance below 90-day T-bill
returns. For the three-, five-, and ten-year periods,
respectively, each of the Equity Funds was rated against 1,583,
997 and 539 equity funds, and each of the Income Funds was rated
against 889, 464 and 176 fixed income funds. Ten percent of the
funds in each asset class receive five stars, 22.5% receive 4
stars, 35% receive 3 stars, 22.5% receive 2 stars and 10% receive
1 star.





MANAGERS INCOME EQUITY FUND
SCHEDULE OF PORTFOLIO INVESTMENTS
June 30, 1996 (unaudited)
                                        Shares    Value

COMMON STOCKS - 94.5%
BASIC INDUSTRIES - 9.3%
Allegheny Ludlum Corp.                  5,000*    $94,375
Betz Laboratories, Inc.                 7,600     333,450
Dow Chemical Co.                        10,200    775,200
DSM NV Sponsored ADR                    5,000     125,000
E.I. duPont de
 Nemours & Co., Inc.                    5,100     403,538
Freeport McMoRan Copper &
 Gold, Inc., Class A                    8,400     250,950
Georgia-Pacific Corp.                   3,100     220,100
Kimberly-Clark Corp.                    4,800     370,800
Lubrizol Corp.                          3,900     118,462
Olin Corp.                              2,000     178,500
Oregon Steel Mills, Inc.                13,300    182,875
Phelps Dodge Corp.                      1,800     112,275
Potlatch Corp.                          2,100     82,163
Stone Container Corp.                   7,200     99,000
Union Camp Corp.                        2,600     126,750
Westvaco Corp.                          4,000     119,500
Weyerhaeuser Co.                        6,300     267,750
Witco Corp.                             8,700     299,062

TOTAL BASIC INDUSTRIES                            4,159,750

CAPITAL GOODS - 0.7%
Cooper Industries, Inc.                 1,400     58,100
Duracell International, Inc.            1,100     47,438
PACCAR, Inc.                            1,200     58,500
Philips Electronics NV ADR              3,200     104,400
Timken Company                          1,500     58,125

TOTAL CAPITAL GOODS                               326,563

COMMUNICATION SERVICES - 9.7%
ALLTEL Corp.                            8,500     261,375
Bell Atlantic Corp.                     8,100     516,375
GTE Corp.                               19,400    868,150
Hong Kong
 Telecommunications ADR                 6,300     113,400
NYNEX Corp.                             18,600    883,500
Pacific Telesis Group                   18,800    634,500
Royal PTT Nederland NV
 ADR                                    7,400     $279,350
Sprint Corp.                            5,500     231,000
Tele Danmark A/S ADR                    4,500     114,187
U.S. West Communications
 Group                                  13,800    439,875

TOTAL COMMUNICATION SERVICES                      4,341,712

CONSUMER BASICS - 9.8%
American Brands, Inc.                   9,300     421,988
Anheuser-Busch Co., Inc.                3,700     277,500
Clorox Co.                              2,300     203,837
General Mills, Inc.                     4,600     250,700
Hanson PLC ADR                          10,000    142,500
Heinz (H.J.) Co.                        13,100    397,913
Philip Morris Cos., Inc.                10,200    1,060,800
Quaker Oats Co.                         4,000     136,500
RJR Nabisco Holdings Corp.              5,440     168,640
Tambrands, Inc.                         13,700    559,987
Unilever NV                             600       87,075
UST, Inc.                               8,800     301,400
Warner Lambert Co.                      6,600     363,000

TOTAL CONSUMER BASICS                             4,371,840

CONSUMER DURABLE GOODS - 2.3%
Dana Corp.                              4,400     136,400
Ford Motor Co.                          7,000     226,625
Genuine Parts Co.                       3,000     137,250
TRW, Inc.                               6,000     539,250

TOTAL CONSUMER DURABLE GOODS                      1,039,525

CONSUMER NON-DURABLES - 4.1%
Avon Products, Inc.                     5,000     225,625
J.C. Penney Co., Inc.                   17,100    897,750
May Department Stores Co.               2,500     109,375
Rite Aid Corp.                          9,400     279,650
Sears, Roebuck & Co.                    6,400     311,200

TOTAL CONSUMER NON-DURABLES                       1,823,600

ENERGY - 10.7%
Amoco Corp.                             2,800     202,650
Atlantic Richfield Co.                  5,700     675,450
Chevron Corp.                           6,200     365,800
Dresser Industries, Inc.                7,600     224,200
Elf Aquitaine ADR                       6,941     255,082
Exxon Corp.                             8,400     729,750
Lyondell Petrochemical Co.              8,400     202,650
Murphy Oil Corp.                        5,300     240,488
Pennzoil Co.                            3,500     161,875
Repsol SA ADR                           3,700*    128,575
Royal Dutch Petroleum
 Co. ADR                                1,800     276,750
Texaco, Inc.                            8,800     738,100
Total SA ADR                            7,405     274,911
YPF Sociedad Anonima,
 Class D ADR                            12,500    281,250

TOTAL ENERGY                                      4,757,531

FINANCE AND INSURANCE - 17.3%
Allstate Corp.                          3,530     161,056
American General Corp.                  8,700     316,462
Banc One Corp.                          11,450    389,300
Bankers Trust
 New York Corp.                         4,900     361,988
Boatmens Bancshares, Inc.               4,600     183,425
Chase Manhattan Corp.                   4,400     310,750
Corestates Financial Corp.              14,400    554,400
EXEL Ltd.                               3,400     239,700
Federal National Mortgage
 Association                            9,400     314,900
First Bank Systems, Inc.                4,900     284,200
First Union Corp.                       6,000     365,250
Great Western Financial
 Corp.                                  7,800     186,225
Hartford Steam Boiler
 Inspection & Insurance Co.             2,200     108,075
H.F. Ahmanson & Co.                     7,100     191,700
J.P. Morgan & Co., Inc.                 11,000    930,875
KeyCorp                                 3,100     120,125
Lincoln National Corp.                  13,500    624,375
Marsh and McLennan
 Companies, Inc.                        3,100     299,150
Mellon Bank Corp.                       10,450    595,650
National City Corp.                     1,400     49,480
PNC Bank Corp.                          16,200    481,950
Student Loan Marketing
 Association                            7,300     540,200
U.S. Bancorp                            1,400     50,400
Wachovia Corp.                          1,100     48,125

TOTAL FINANCE AND INSURANCE                       7,707,761

GENERAL BUSINESS - 3.0%
Deluxe Corp.                            10,200    362,100
Dun & Bradstreet Corp.                  10,300    643,750
H & R Block, Inc.                       7,000     228,375
Reader's Digest Association,
 Inc., Class A                          2,200     93,500

TOTAL GENERAL BUSINESS                            1,327,725

HEALTH CARE - 7.0%
American Home
 Products Corp.                         7,300     438,912
Bausch & Lomb, Inc.                     8,500     361,250
Baxter International, Inc.              7,400     349,650
Bristol-Myers Squibb Co.                10,600    954,000
Eli Lilly & Co.                         3,400     221,000
Schering-Plough Corp.                   6,300     395,325
SmithKline Beecham
 Unit PLC ADR                           2,800     152,250
Zeneca Group PLC ADR                    3,800     255,550

TOTAL HEALTH CARE                                 3,127,937

REAL ESTATE - 2.8%
DeBartolo Realty Corp.                  8,400     135,450
Developers Diversified
 Realty Corp.                           1,600     51,000
Equity Residential
 Properties Trust                       5,900     193,963
Health Care Property
 Investors, Inc.                        7,400     249,750
Meditrust                               7,700     256,987
Nationwide Health
 Properties, Inc.                       13,200    278,850
Security Capital Industrial
 Trust                                  5,500     96,938

TOTAL REAL ESTATE                                 1,262,938

TECHNOLOGY - 4.9%
Lockheed Martin Corp.                   4,242     356,328
Northrop Grumman Corp.                  500       34,063
Rockwell International Corp.            6,000     343,500
Teledyne, Inc.                          1,100     39,737
Thomas & Betts Corp.                    6,400     240,000
United Technologies Corp.               3,900     448,500
Xerox Corp.                             13,500    722,250

TOTAL TECHNOLOGY                                  2,184,378

TRANSPORTATION - 0.6%
Canadian National
 Railway Co. (a)                        7,300     134,138
Union Pacific Corp.                     1,900     132,762

TOTAL TRANSPORTATION                              266,900

UTILITIES - 10.4%
Baltimore Gas &
 Electric Co.                           15,300    434,138
Central & South West Corp.              13,700    397,300
Cinergy Corp.                           3,300     105,600
Consolidated Natural Gas Co.            3,900     203,775
National Power PLC ADR                  6,600*    160,875
NICOR, Inc.                             10,300    292,262
Northeast Utilities                     18,000    240,750
Oklahoma Gas & Electric Co.             3,800     150,575
Pacific Gas & Electric Co.              5,200     120,900
PacifiCorp                              3,700     82,325
PECO Energy Co.                         4,600     119,600
Powergen PLC ADR                        6,300*    130,725
PP & L Resources, Inc.                  8,400     198,450
Public Service Enterprise Group         13,700    375,038
Southern Co.                            4,100     100,962
Texas Utilities Co.                     9,600     410,400
Unicom Corp.                            6,500     181,188
Union Electric Corp.                    9,700     390,425
Western Resources, Inc.                 5,100     152,362
Wisconsin Energy Corp.                  13,400    386,925

TOTAL UTILITIES                                   4,634,575

MISCELLANEOUS - 1.9%
S&P 500 Depositary
 Receipt                                12,900*   865,509

TOTAL COMMON STOCKS
(cost $34,651,768)                                42,198,244

PREFERRED STOCKS - 1.3%
BASIC INDUSTRIES - 0.5%
Boise Cascade Corp.,
 Series G, $1.58                        7,600     231,800

CONSUMER BASICS - 0.5%
FHP International Corp.,
 Convertible, Series
 A, $1.25**                             8,200     206,025

CONSUMER NON-DURABLE - 0.3%
Kmart Financing I,
 Convertible, $3.88**                   2,500     135,625

TOTAL PREFERRED STOCKS
(cost $575,646)                                   573,450


                                        Principal
                                        Amount    Value

Repurchase Agreement - 9.1%
State Street Bank, dated 06/28/96, due 07/01/96,
 4.900%, total to be received $4,061,658 (secured
 by $4,045,000 U.S. Treasury Bonds, 7.125%,
 due 02/15/23, market value $4,147,743),
 at cost                                $4,060,000     $4,060,000

TOTAL INVESTMENTS - 104.9%
(cost $39,287,414)                                46,831,694
OTHER ASSETS, LESS
 LIABILITIES - (4.9%)                             (2,185,794)
NET ASSETS - 100.0%                               $44,645,900

Note:  Based on the cost of investments of $39,358,249 for
   Federal income tax purposes at June 30, 1996, the aggregate
   gross unrealized appreciation and depreciation was $7,909,162
   and $435,717, respectively, resulting in net unrealized
   appreciation of investments of $7,473,445.
   
  * Some or all of these shares, amounting to $1,410,300, or
   3.2% of net assets, were out on loan to various brokers as of
   June 30, 1996.
   
 **    Stated rate is annualized based on the last quarterly
   dividend paid.

(a)Security exempt from registration under Rule 144A of the
   Securities Act of 1933. These securities may
   be resold in transactions exempt from registration, normally
   to qualified buyers. At June 30, 1996, the value of these
   securities amounted to $134,138, or 0.3% of net assets.
   
INVESTMENT ABBREVIATIONS:
   
ADR:   Securities whose value is determined or significantly
   influenced by trading on exchanges not located in the United
   States or Canada. ADR after the name of a holding stands for
   American Depositary Receipt, representing ownership of
   foreign securities on deposit with a domestic custodian bank.


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


MANAGERS CAPITAL APPRECIATION FUND
SCHEDULE OF PORTFOLIO INVESTMENTS
June 30, 1996 (unaudited)
                                        Shares    Value

COMMON STOCKS - 86.8%
BASIC INDUSTRIES - 5.5%
Avery Dennison Corp.                    9,000     $493,875
A. Schulman, Inc.                       12,900    312,825
Crompton & Knowles Corp.                84,300**  1,412,025
FMC Corp.*                              11,800    769,950
Minerals Technologies Inc.              13,000    445,250
Olin Corp.                              4,500     401,625
Texas Industries, Inc.                  6,500     446,063
Witco Corp.                             26,000    893,750

TOTAL BASIC INDUSTRIES                            5,175,363

CAPITAL GOODS - 1.6%
Anixter International Inc.*             80,400    1,195,950
UCAR International, Inc.*               8,200     341,325

TOTAL CAPITAL GOODS                               1,537,275

COMMUNICATION SERVICES - 8.1%
AT & T Corp.                            6,900     427,800
Cincinnati Bell, Inc.                   39,000    2,032,875
Frontier Corp.                          13,800    422,625
Glenayre Technologies, Inc.*            4,100     204,487
Loral Space &
 Communications Ltd.*                   70,100    955,113
Octel Communications
 Corp.*                                 9,600     187,200
Paging Network, Inc.*                   40,300    952,087
PictureTel Corp.*                       9,100     358,313
Telefonaktiebolaget LM
 Ericsson ADR                           39,500    844,312
Winstar Communications,
 Inc*                                   50,000    1,237,500

TOTAL COMMUNICATION SERVICES                      7,622,312

COMPUTER SOFTWARE - 3.2%
Cadence Design
 Systems, Inc.*                         22,650    764,438
Computer Associates
 International, Inc.                    6,900     491,625
Computer Sciences Corp.*                10,500    784,875
Informix Corp.*                         38,600    863,675
Parametric Technology Corp.*            3,600     155,700

TOTAL COMPUTER SOFTWARE                           3,060,313

CONSUMER BASICS - 1.9%
Dial Corp.                              17,000    486,625
Premark International Inc.              40,000    740,000
Tupperware Corp.                        12,700    536,575

TOTAL CONSUMER BASICS                             1,763,200

CONSUMER DURABLE GOODS - 4.6%
Chrysler Corp.                          10,800    669,600
Lear Corp.*                             15,300    539,325
TRW, Inc.                               2,500     224,687
Varity Corp.*                           59,900    2,882,688

TOTAL CONSUMER DURABLE GOODS                      4,316,300

CONSUMER NON-DURABLE - 15.5%
Best Buy Company, Inc.*                 70,000**  1,601,250
Blyth Industries, Inc.*                 40,000    1,815,000
Consolidated Stores Corp.*              21,300    782,775
Eastman Kodak Co.                       10,300    800,825
Home Depot, Inc.                        9,200     496,800
Home Shopping Network, Inc.*            105,000   1,260,000
Kmart Corp.                             100,000   1,237,500
Melville Corp.                          23,900    967,950
Mercantile Stores Co., Inc.             9,500     556,937
Micro Warehouse, Inc.*                  13,100    255,450
Payless ShoeSource, Inc.*               80,000    2,540,000
Pep Boys
 (Manny, Moe & Jack)                    26,500    901,000
Quicksilver, Inc.*                      23,900    717,000
Tommy Hilfiger Corp.*                   13,600    729,300

TOTAL CONSUMER NON-DURABLE                        14,661,787

CONSUMER SERVICES - 0.5%
Boston Chicken, Inc.*                   14,600**  $ 472,675

ENERGY - 5.1%
Burlington Resources, Inc.              12,500    537,500
Compagnie Francaise de
 Petroleum Total ADR                    13,000    482,625
Enron Corp.                             21,600    882,900
Santa Fe Energy
 Resources, Inc.*                       50,200    596,125
Triton Energy Corp.*                    30,700    1,492,788
Union Texas Petroleum
 Holdings, Inc.                         40,800    795,600

TOTAL ENERGY                                      4,787,538

ENTERTAINMENT AND LEISURE - 7.6%
Acclaim Entertainment, Inc.*            14,200    136,675
America Online, Inc.                    14,200    617,700
Brunswick Corp.                         32,500    650,000
Carnival Corp.                          1,200     34,650
Comcast Corp., Special
 Class A                                41,100    750,075
Infinity Broadcasting Corp.*            24,150    724,500
Metromedia International
 Group*                                 29,900    330,370
Tele-Communications, Inc.
 Liberty Media Group,
 Class A*                               35,050    928,825
Tele-Communications, Inc.
 TCI, Class A*                          62,400    1,123,200
Tribune Company                         7,500     544,687
Trump Hotels & Casino
 Resorts, Inc.*                         7,500     213,750
U.S. West Media Group*                  61,100    1,115,075

TOTAL ENTERTAINMENT AND LEISURE                   7,169,507

ENVIRONMENTAL CONTROLS - 0.6%
U.S. Filter Corp.*                      16,000**  556,000

FINANCE AND INSURANCE - 10.0%
Advanta Corp., Class B                  11,200    506,800
Aetna Life & Casualty Co.               8,700     622,050
AFLAC, Inc.                             24,300    725,963
Bank of Boston Corp.                    14,700    727,650
Chase Manhattan Corp.                   7,400     522,625
Citicorp                                8,800     727,100
Countrywide Credit
 Industries, Inc.                       38,900    962,775
Equitable Companies Inc.                37,800    940,275
JSB Financial, Inc.                     11,600    384,250
NationsBank Corp.                       17,400    1,437,675
Signet Banking Corp.                    28,600    664,950
Travelers/Aetna Property
 Casualty Corp., Class A*               22,300    632,762
Western National Corp.                  32,900    604,538

TOTAL FINANCE AND INSURANCE                       9,459,413

GENERAL BUSINESS - 4.7%
CUC International, Inc.*                32,350    1,148,425
Electronic Data Systems Corp.           13,500    725,625
First Data Corp.                        18,400    1,465,100
Office Depot, Inc.*                     18,000    366,750
R.R. Donnelley & Sons Co.               12,700    442,912
Staples, Inc.*                          16,850    326,469

TOTAL GENERAL BUSINESS                            4,475,281

HEALTH CARE - 8.4%
Atrix Laboratories, Inc*                20,800    202,800
Johnson & Johnson                       14,200    702,900
OrNda Healthcorp.*                      44,300    1,063,200
Perrigo Co.*                            75,000    843,750
Pharmacia & Upjohn Inc.                 50,000    2,218,750
Scherer (R.P.) Corp.*                   14,400    653,400
SmithKline Beecham
 Unit ADR                               13,700    744,937
St. Jude Medical, Inc.*                 9,900     329,175
U.S. Healthcare, Inc.                   10,350    567,956
Value Health, Inc.*                     14,100    333,113
Wellpoint Health Networks,
 Inc., Class A*                         8,737     273,031

TOTAL HEALTH CARE                                 7,933,012

TECHNOLOGY - 6.1%
Bay Networks, Inc.*                     30,600    787,950
Boeing Co.                              8,900     775,412
Cisco Systems, Inc.*                    9,700     549,263
KLA Instruments Corp.*                  16,700    386,187
Lockheed Martin Corp.                   11,400    957,600
Motorola, Inc.                          8,500     534,438
Seagate Technology*                     17,100    769,500
Silicon Graphics Inc*                   25,700    616,800
Xilinx, Inc.*                           14,100    445,912

TOTAL TECHNOLOGY                                  5,823,062

TRANSPORTATION - 3.5%
Canadian Pacific Ltd.                   30,100    662,200
Federal Express Corp.*                  10,800    885,600
Kansas City Southern Industries         21,600    926,100
Kirby Corp.*                            18,900    318,938
Ryder System, Inc.                      18,200    511,875

TOTAL TRANSPORTATION                              3,304,713

TOTAL COMMON STOCKS
(cost $70,567,066)                                82,117,751

                                        Principal
                                        Amount    Value

U.S. TREASURY NOTES - 2.7%
U.S. Treasury Notes
 7.250%, 11/30/96
 (cost $2,498,551)                      $2,500,000     2,517,575

REPURCHASE AGREEMENT - 12.1%
State Street Bank & Trust Co., dated
 06/28/96, due 07/01/96, 4.900%, total
 to be received $11,589,731 (secured by
 $11,525,000 U.S. Treasury Bonds, 7.125%,
 due 02/15/23, market value $11,817,735),
 at cost                                $11,585,000
$11,585,000

TOTAL INVESTMENTS - 101.7%
(cost $84,650,617)                                96,220,326
OTHER ASSETS, LESS
 LIABILITIES - (1.7%)                             (1,642,310)
NET ASSETS - 100.0%                               $94,578,016

Note:  Based on the cost of investments of $84,892,519 for
Federal income tax purposes at June 30, 1996, the      aggregate
gross unrealized appreciation and depreciation was $13,229,146
and $1,901,339, respectively,      resulting in net unrealized
appreciation of investments of $11,327,807.

*  Non-income-producing security.

** Some or all of these shares, amounting to $3,205,760, or 3.4%
of net assets, were out on loan to various
   brokers as of June 30, 1996.

INVESTMENT ABBREVIATIONS:
ADR: Securities whose value is determined or significantly
influenced by trading on exchanges not located in the  United
States or Canada. ADR after the name of a holding stands for
American Depositary Receipt,  representing ownership of foreign
securities on deposit with a domestic custodian bank.

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


MANAGERS SPECIAL EQUITY FUND
SCHEDULE OF PORTFOLIO INVESTMENTS
June 30, 1996 (unaudited)
                                        Shares    Value
COMMON STOCKS - 90.3%
BASIC INDUSTRIES - 1.1%
Fibreboard Corp.*                       9,400     $259,675
Pittston Burlington
 Group, Inc.                            70,000    1,513,750

TOTAL BASIC INDUSTRIES                            1,773,425

CAPITAL GOODS - 3.5%
AAR Corp.                               34,800    709,050
Astec Industries, Inc.*                 14,800    129,500
Cable Design Technologies
 Corp.*                                 25,750    843,312
California Amplifier, Inc.*             14,100    317,250
Charter Power Systems, Inc.             5,000     171,250
DT Industries, Inc.                     24,300    443,475
Jaco Electronics, Inc.*                 22,700    229,838
NN Ball & Roller, Inc.                  17,900    358,000
Rogers Corp.*                           59,300    1,475,088
Scotsman Industries, Inc.               29,200    587,650
Wolverine Tube, Inc.*                   15,900    556,500

TOTAL CAPITAL GOODS                               5,820,913

COMMUNICATION SERVICES - 5.6%
ACC Corp.*                              8,700     417,600
Arch Communications
 Group, Inc.*                           24,400    448,350
Aspect Telecommunications
 Corp.*                                 16,000    792,000
Associated Group, Inc.,
 Class A*                               4,900     144,550
Associated Group, Inc.,
 Class B*                               15,500    453,375
Cellular Communications
 Puerto Rico, Inc.*                     7,400     238,650
Centennial Cellular Corp.,
 Class A*                               51,650    858,681
Communications
 Central, Inc.*                         64,000    472,000
Davel Communications
 Group, Inc.*                           40,500    779,625
DSP Communications, Inc.*               10,000    512,500
Octel Communications Corp.*             10,100    196,950
P-COM, Inc.*                            15,900    492,900
PictureTel Corp.*                       22,200    874,125
Premisys Communications, Inc.*          13,400    817,400
ProNet, Inc.*                           42,600    521,850
Sitel Corp.*                            23,200    962,800
TCSI Corp.*                             17,550    416,812

TOTAL COMMUNICATION SERVICES                      9,400,168

COMPUTER SOFTWARE - 6.2%
Acxiom Corp.*                           14,200    481,025
Ciber Inc.*                             34,800    739,500
Dialogic Corp.*                         13,400    797,300
Inso Corp.*                             10,700**  545,700
Intergrated Systems, Inc.*              19,300    757,525
JDA Software Group, Inc.*               20,100    409,538
McAfee Associates, Inc.*                31,350    1,536,150
MDL Information
 Systems, Inc.*                         11,300    333,350
National Data Corp.                     13,200    452,100
Project Software & Development, Inc.*   11,900    556,325
Pure Software, Inc.*                    12,000    399,000
Rational Software Corp.*                11,900    639,625
Remedy Corp.*                           9,300     674,250
Renaissance
 Solutions, Inc.*                       10,000    275,000
Sapient Corp.*                          3,700     152,625
Scopus Technology, Inc.*                21,400    331,700
Veritas Software Corp.                  12,800    544,000
Visio Corp.*                            12,100    435,600
Wind River Systems*                     5,500     189,750

TOTAL COMPUTER SOFTWARE                           10,250,063

CONSUMER BASIC - 1.0%
Glacier Water
 Services, Inc.*                        26,300**  516,137
Midwest Grain
 Products, Inc.                         20,800**  249,600
Sylvan, Inc.*                           37,700    499,525
USA Detergents, Inc.*                   10,700    422,650

TOTAL CONSUMER BASIC                    1,687,912

CONSUMER DURABLE GOODS - 0.8%
Aaron Rents, Inc., Class B              68,000    858,500
Craftmade International, Inc.           18,500    129,500
Gentex Corp.*                           21,400    411,950

TOTAL CONSUMER DURABLE GOODS                      1,399,950

CONSUMER NON-DURABLE - 6.5%
American Safety Razor Co.*              45,700    445,575
Blyth Industries, Inc.*                 27,700    1,256,888
Cash America
 International, Inc.                    65,900    428,350
Catherine's Stores Corp.*               50,300    490,425
Freds, Inc., Class A                    51,600    561,150
Gadzooks, Inc.*                         3,800     121,125
Global DirectMail Corp.*                20,600    813,700
Helen of Troy Ltd.*                     28,300    785,325
MacFrugals Bargains
 Close-Outs, Inc.*                      100,000   1,775,000
Michael Anthony
 Jewelers, Inc.*                        127,200   421,350
Parlux Fragrances, Inc.*                43,000    424,625
Sunglass Hut
 International, Inc.*                   21,700    526,225
The Mens Wearhouse, Inc.*               5,000     161,250
TJX Companies, Inc.                     20,000    675,000
Tommy Hilfiger Corp.*                   24,000    1,287,000
West Marine, Inc.*                      8,900     627,450

TOTAL CONSUMER NON-DURABLE                        10,800,438

CONSUMER SERVICES - 3.8%
Apple South, Inc.                       18,600    495,225
Landry's Seafood
 Restaurants, Inc.*                     12,100    290,400
Pittston Brinks Group, Inc.             66,100    1,925,163
Protection One, Inc.*                   44,800    733,600
Roto-Rooter, Inc.                       17,200    593,400
Ruby Tuesday, Inc.                      101,000   2,285,125

TOTAL CONSUMER SERVICES                           6,322,913

ENERGY - 2.4%
Berry Petroleum
 Co., Class A                           49,600    564,200
Chesapeake Energy
 Corp.*                                 7,500     674,063
Input/Output, Inc.*                     37,800    1,223,775
Tosco Corp.                             30,000    1,507,500

TOTAL ENERGY                                      3,969,538

ENTERTAINMENT AND LEISURE - 3.4%
Emmis Broadcasting Corp.,
 Class A*                               12,000    594,000
Granite Broadcasting Corp.*             36,800    473,800
Harveys Casino Resorts                  34,100    724,625
Houghton Mifflin Co.                    43,200    2,149,200
Jones Intercable, Inc.,
 Class A*                               56,900    746,812
Osborn Communications
 Corp.*                                 61,300    628,325
Platinum Entertainment, Inc.*           27,000    418,500

TOTAL ENTERTAINMENT AND LEISURE                   5,735,262

ENVIRONMENTAL CONTROLS - 2.8%
Sanifill, Inc.*                         9,200     453,100
Superior Services, Inc.*                14,000    231,000
Tetra Tech, Inc.*                       44,219    862,266
United Waste Systems, Inc.*             58,000    1,841,500
URS Corp.*                              67,000    527,625
U.S. Filter Corp.*                      22,900**  795,775

TOTAL ENVIRONMENTAL CONTROLS                      4,711,266

FINANCE AND INSURANCE - 12.0%
Alabama National
 Bancorporation                         63,000    803,250
Allied Capital Lending
 Corp.                                  50,291    660,069
American Travellers Corp.*              63,150    1,444,556
AT&T Capital Corp.                      57,600    2,520,000
Banc One Corp.                          36,236    1,232,024
Charter One Financial, Inc.             81,000    2,814,750
ContiFinancial Corp.*                   25,900    764,050
First Republic Bancorp, Inc.*           38,956    598,949
First Savings Bank of
 Washington Bancorp, Inc.               50,000    768,750
HCC Insurance
 Holdings, Inc.                         26,550    597,375
Home Financial Corp.                    166,400   2,163,200
National Western Life
 Insurance Co., Class A*                12,000    801,000
Oxford Resources Corp.,
 Class A*                               17,300    402,225
Penn-America Group, Inc.                18,500    300,625
Phoenix Duff &
 Phelp Corp.                            54,300    407,250
Roosevelt Financial
 Group, Inc.                            95,000    1,828,750
The Money Store, Inc.                   34,050    740,587
Washington Mutual, Inc.                 22,500    672,188
Western National Corp.                  27,700    508,987

TOTAL FINANCE AND INSURANCE                       20,028,585

GENERAL BUSINESS - 13.7%
ABM Industries, Inc.                    20,900    817,713
AccuStaff, Inc.*                        45,900    1,250,775
Alternative Resources
 Corp.*                                 16,100    579,600
American Business
 Information*                           33,000    585,750
Amplicon, Inc.                          34,300    548,800
Career Horizons, Inc.*                  15,600    546,000
Chicago Miniature
 Lamp, Inc.*                            7,300     266,450
Concord EFS, Inc.*                      23,450    832,475
Electro Rent Corp.*                     70,350    1,670,813
Fair, Issac & Co., Inc.                 15,300    677,025
HA _ LO Industries, Inc.*               21,550    560,300
Iron Mountain, Inc.*                    25,000    506,250
Kinder Care Learning
 Centers, Inc.*                         77,500    1,191,562
Manpower, Inc.                          46,500    1,825,125
May & Speh, Inc.*                       36,300    553,575
Metromail Corp.*                        12,500    279,687
National Computer
 Systems, Inc.                          28,500    598,500
National Education Corp.*               316,600   4,511,550
Steck Vaughn Publishing
 Corp.*                                 125,000   1,500,000
U.S. Office Products Co.*               30,200**  1,260,850
Volt Information
 Sciences, Inc.*                        40,900    1,789,375
World Fuel Services Corp.               24,000    435,000

TOTAL GENERAL BUSINESS                            22,787,175

HEALTH CARE - 10.4%
Acme United Corp.*                      73,600    285,200
Advocat, Inc.*                          49,700    472,150
Chemed Corp.                            22,800    852,150
Coherent, Inc.*                         13,400    696,800
Conmed Corp.*                           13,100    347,150
Dura Pharmaceuticals, Inc.*             12,800    716,800
Gulf South Medical
 Supply, Inc.*                          12,200    472,750
Healthsource, Inc.*                     9,400     164,500
Hologic, Inc.*                          10,600    461,100
Lifeline Systems, Inc.*                 25,800    338,625
Living Centers of
 America, Inc.*                         20,000    687,500
Lunar Corp.*                            9,800     338,100
Morrison Health Care, Inc.              7,300     $102,200
Omnicare, Inc.                          27,600    731,400
OrNda Healthcorp.*                      25,500    612,000
Orthodontic Centers of
 America, Inc.*                         16,300    423,800
Owens & Minor, Inc.                     160,000   1,860,000
Physician Reliance
 Network, Inc.*                         30,000    667,500
Physician Sales &
 Services, Inc.*                        23,400    567,450
Physicians Resource
 Group, Inc.*                           15,900    530,662
Quintiles Transnational
 Corp.*                                 10,400    678,600
Quorum Health
 Group, Inc.*                           21,000    551,250
Renal Treatment
 Centers, Inc.*                         37,400    1,075,250
Retirement Care
 Associates, Inc.*                      32,918**  362,098
Summit Care Corp.*                      21,600    475,200
Unilab Corp.*                           69,500    108,594
Universal Health Services,
 Inc., Class B*                         60,000    1,567,500
Veterinary Centers of
 America*                               15,000**  328,125
Vitalink Pharmacy
 Services, Inc.*                        36,000    837,000

TOTAL HEALTH CARE                                 17,311,454

REAL ESTATE - 2.3%
Allied Capital
 Commerical Corp.                       73,832    1,458,182
Equity Inns, Inc.                       60,600    681,750
Health Care Property
 Investors, Inc.                        18,200    614,250
Presidential Realty Corp.,
 Class B                                64,458    394,805
ROC Communities, Inc.                   26,500    632,688

TOTAL REAL ESTATE                                 3,781,675

TECHNOLOGY - 7.7%
Alpha Industries, Inc.*                 76,000    674,500
Aspen Technologies, Inc.*               8,900     $487,275
Astea International, Inc.*              23,000    557,750
Automated Security Holdings,
 PLC ADR*                               334,157   375,927
Cambridge Technology
 Partners*                              57,900    1,765,950
Computer Horizons Corp.*                15,500    608,375
Comverse Technology, Inc.*              36,500    1,113,250
Electronics for Imaging, Inc.*          19,400    1,345,875
Etec Systems, Inc.*                     16,400    360,800
ILC Technology, Inc.*                   51,000    586,500
Inter-Tel, Inc.*                        38,700    1,011,037
Richardson Electronics, Ltd.            29,900    284,050
SDL, Inc.*                              19,000    513,000
Sensormatic Electronics
 Corp.                                  147,300** 2,412,038
Uniphase Corp.*                         12,800    444,800
Zebra Technologies Corp.,
 Class A*                               14,000    245,000

TOTAL TECHNOLOGY                                  12,786,127

TRANSPORTATION - 7.1%
Air Express
 International Corp.                    62,200    1,726,050
Airborne Freight Corp.                  124,000   3,224,000
Atlas Air, Inc.*                        18,100    1,043,012
Consolidated Freightways,
 Inc.                                   68,100    1,438,612
Fritz Companies, Inc.*                  9,600     307,200
Harper Group, Inc.                      150,900   2,942,550
Sea Containers, Ltd., Class A           50,000    950,000
Sea Containers, Ltd., Class B           13,890    270,855

TOTAL TRANSPORTATION                              11,902,279

TOTAL COMMON STOCKS
(cost $112,107,647)                               150,469,143

PREFERRED STOCKS - 0.2%
COMMUNICATION SERVICES - 0.2%
Cellular Communications, Inc. non-cumulative,
 participating preferred*
 (cost $227,090)                        6,714     $355,003

OTHER INVESTMENT COMPANIES - 0.3%
FINANCE AND INSURANCE - 0.3%
Allied Capital Corp. II,
 Closed-End Fund
 (cost $550,500)                        31,000    550,250

                                        Principal
                                        Amount

REPURCHASE AGREEMENT - 9.6%
State Street Bank, dated 06/28/96, due 07/01/96,
 4.900%, total to be received $16,021,539
 (secured by $15,935,000 U.S. Treasury Bonds,
 7.125%, due 02/15/23, market value $16,339,749),
 at cost                                $16,015,000    16,015,000

TOTAL INVESTMENTS - 100.4%
(cost $128,900,237)                               167,389,396
OTHER ASSETS,
 LESS LIABILITIES - (0.4%)                        (704,086)
NET ASSETS - 100.0%                               $166,685,310

Note:  Based on the cost of investments of $128,900,237 for
   Federal income tax purposes at June 30, 1996, the aggregate
   gross unrealized appreciation and depreciation was
   $43,244,974 and $4,755,815, respectively, resulting in an
   unrealized appreciation of investments of $38,489,159.
   
  * Non-income-producing security.
 ** Some or all of these shares, amounting to $5,507,280, or
 3.3% of net assets, were out on loan to various brokers as
 of June 30, 1996.

INVESTMENT ABBREVIATIONS:
ADR:   Securities whose value is determined or significantly
influenced by trading on exchanges not located in the United
States or Canada.  ADR after the name of a holding stands for
American Depositary Receipt, representing ownership of foreign
securities on deposit with a domestic custodian bank.

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


MANAGERS INTERNATIONAL EQUITY FUND
SCHEDULE OF PORTFOLIO INVESTMENTS
June 30, 1996 (unaudited)
                                        Shares    Value

COMMON STOCKS - 88.8%
BASIC INDUSTRIES - 15.6%
Alcan Aluminium Ltd.
 (Canada)                               16,034    $487,952
Aracruz Celulose SA
 (Brazil)                               157,600   1,497,200
Ashanti Goldfields Co. Ltd.
 Sponsored GDR (Ghana)                  27,600    545,100
Barrick Gold Corp.
 (Canada)                               14,500    393,485
Barrick Gold Corp.,
 U.S. registered shares
 (Canada)                               18,600    504,525
BASF AG (Germany)                       3,675     1,051,381
Bayer AG (Germany)                      42,640    1,507,333
BOC Group PLC
 (United Kingdom)                       45,200    648,271
Cambior, Inc. (Canada)                  18,600    247,946
CIBA Geigy AG, Bearer
 shares (Switzerland)                   1,365     1,657,391
CIBA Geigy AG, Registered
 shares (Switzerland)                   1,560     1,902,896
Compagnie De Saint
- -Gobain (France)                        14,500    1,942,317
Hitachi Metals Ltd. (Japan)             13,000    149,774
Hoechst AG (Germany)                    126,270   4,285,125
Holderbank Financiere Glaris
 AG (Switzerland)                       1,230     983,843
Homestake Mining Co.
 (United States)                        27,400    469,225
Impala Platinum Holdings ADR
 (South Africa)                         24,300    349,317
Kymmene OY* (Finland)                   65,240    1,353,650
Lafarge Corp. (United States)           22,400    453,600
Lonrho PLC (United Kingdom)             139,000   399,363
Newmont Mining Corp.
 (United States)                        14,100    $696,187
Nisshin Steel Co. (Japan)               92,000    357,518
NKK Corp.* (Japan)                      396,000   1,202,140
Placer Dome, Inc. (Canada)              42,000    1,024,390
Redland PLC
 (United Kingdom)                       157,200   971,666
Rhone Poulenc SA,
 Class A (France)                       74,900    1,965,841
Rhone Poulenc SA,
 Non-Negotiable (France)                1,382     30,093
RTZ Corp. PLC
 (United Kingdom)                       71,890    1,064,003
Rustenburg Platinum
 Holdings Ltd. ADR*
 (South Africa)                         31,276    487,515
Sasol Ltd., Sponsored
 ADR (South Africa)                     32,034    345,967
Sekisui Chemical Co. (Japan)            130,000   1,592,831
Sumitomo Metal
 Industries* (Japan)                    226,000   694,335
Sumitomo Metal
 Mining Co. (Japan)                     116,000   1,006,574
Viag AG (Germany)                       710       283,440
Viag AG, New (Germany)                  202       77,984

TOTAL BASIC INDUSTRIES                            32,630,178

CAPITAL GOODS - 10.6%
ABB AG, Bearer shares
 (Switzerland)                          1,120     1,386,786
Alcatel Alsthom (France)                41,300    3,605,199
Daewoo Heavy
 Industries (South Korea)               26,214    222,328
FLS Industries, Series B
 (Denmark)                              9,900     997,013
General Electric Co. PLC
 (United Kingdom)                       165,300   889,524
Hitachi (Japan)                         75,000    699,492
Kvaerner AS (Norway)                    14,000    592,224
L.G. Electronics, Inc.
 GDR, (a)* (South Korea)                1,398     9,651
L.G. Electronics, Inc. GDR
 (South Korea)                          24,000    165,682
Mannesmann AG
 (Germany)                              9,457     3,271,544
Mitsubishi Heavy Industries
 Ltd. (Japan)                           249,000   2,169,771
NSK (Japan)                             58,000    439,647
Omron Corp. (Japan)                     49,000    1,043,935
Samsung Electronics Ltd.,
 GDR represents 1/2
 non-voting share, (a)
 (South Korea)                          20,963    508,353
Samsung Electronics Ltd.,
 GDR represents 1/2
 non-voting share, (a)*
 (South Korea)                          683       35,004
Samsung Electronics Ltd.
 GDR, (a)* (South Korea)                236       9,663
Samsung Electronics Ltd.
 Non-Voting GDR, (a)*
 (South Korea)                          6,318     126,360
Schindler Holding AG PC
 (Switzerland)                          340       361,702
Siemens AG (Germany)                    48,150    2,574,544
SKF AB* (Sweden)                        49,800    1,184,801
SMC Corp. (Japan)                       12,000    930,462
Sulzer AG PC (Switzerland)              300       179,971
Sulzer, Registered GDR
 (Switzerland)                          1,240     797,440

TOTAL CAPITAL GOODS                               22,201,096

COMMUNICATION SERVICES - 1.7%
DDI Corporation (Japan)                 235       2,054,222
PT Indosat ADR (Indonesia)              17,300    579,550
Telecom Corporation of
 New Zealand
 (New Zealand)                          226,500   953,684

TOTAL COMMUNICATION SERVICES                      3,587,456

CONGLOMERATES - 1.2%
Hutchison Whampoa Ltd.
 (Hong Kong)                            189,000   1,189,063
Jardine Matheson Holdings
 Ltd. (Singapore)                       83,435    613,247
Jardine Strategic Holdings
 Ltd. (Singapore)                       118,000   377,600
Sumitomo Corp. (Japan)                  37,000    329,521

TOTAL CONGLOMERATES                               2,509,431

CONSUMER BASICS - 7.2%
Allied Domec PLC
 (United Kingdom)                       199,400   1,402,830
Cadbury Schweppes PLC
 (United Kingdom)                       242,031   1,913,244
Cheil Foods & Chemicals, Inc.,
 Preferred (South Korea)                16,000    416,174
Cheil Foods & Chemicals, Inc.
 (South Korea)                          2,979     194,634
Coca Cola Amatil Ltd.
 (Australia)                            52,988    588,385
Fosters Brewing GP
 (Australia)                            712,160   1,225,643
Grand Metropolitan PLC
 (United Kingdom)                       140,548   932,039
Great Universal Stores PLC
 (United Kingdom)                       49,100    498,320
Heineken NV (Netherlands)               11,260    2,518,067
Lion Nathan Ltd.
 (New Zealand)                          146,500   384,015
Nestle SA, Registered
 (Switzerland)                          2,943     3,363,899
Unilever PLC
 (United Kingdom)                       78,100    1,552,539

TOTAL CONSUMER BASICS                             14,989,789

CONSUMER DURABLE GOODS - 9.5%
Autoliv AB (Sweden)                     32,000    976,420
Bridgestone Corp. (Japan)               53,000    1,012,847
Daimler-Benz AG*
 (Germany)                              6,020     3,224,787
Daimler-Benz AG, Rights
 expiring 07/05/96*
 (Germany)                              4,020     556
Electrolux AB, Series B
 (Sweden)                               18,600    937,010
Fiat SpA (Italy)                        799,100   1,403,807
Honda Motor Co. (Japan)                 79,000    2,051,479
Matsushita Electric
 Industries (Japan)                     175,000   3,264,298
Sony Corp. (Japan)                      61,100    4,028,080
Toyota Motor Corp. (Japan)              98,000    2,455,265
Volvo AB (Sweden)                       20,800    474,434

TOTAL CONSUMER DURABLE GOODS                      19,828,983

CONSUMER NON-DURABLES - 3.5%
Amway Asia Pacific Ltd.
 (United States)                        10,000    302,500
Canon Inc. (Japan)                      67,000    1,396,790
Coles Myer Ltd. (Australia)             134,300   487,596
Kingfisher PLC
 (United Kingdom)                       113,480   1,139,382
Pang Rim Spinning*
 (South Korea)                          11,200    552,268
Sears PLC
 (United Kingdom)                       1,016,400 1,562,721
Spar Handels AG
 (Germany)                              1,900     529,826
Thorn EMI
 (United Kingdom)                       45,400    1,264,911

TOTAL CONSUMER NON-DURABLES                       7,235,994

ENERGY - 4.9%
Broken Hill Proprietary
 Co. Ltd. (Australia)                   84,591    1,167,987
CESP CIA Energy Sao
 Paulo ADR* (Brazil)                    31,600    314,787
CESP CIA Energy Sao
 Paulo ADR, (a)* (Brazil)               14,000    139,463
Elf Aquitaine SA (France)               12,800    942,157
Royal Dutch Petroleum Co.
 ADR (Netherlands)                      14,200    2,183,250
RWE AG (Germany)                        41,600    1,280,421
Shell Transport & Trading Co.
 (United Kingdom)                       106,700   1,557,664
Total Francaise Petroleum
 (France)                               14,231    1,056,341
Venezolana De Prerredicidos
 GDR (a)* (Venezuela)                   3,470     18,391
Woodside Petroleum Ltd.
 (Australia)                            207,950   1,248,517
YPF Sociedad Anonima,
 Class D ADR (Argentina)                10,500    236,250

TOTAL ENERGY                                      10,145,228

ENTERTAINMENT AND LEISURE - 3.8%
Accor SA (France)                       8,257     1,155,813
Carlton Communications
 PLC (United Kingdom)                   130,400   1,049,033
News Corporation Ltd. ADR
 (Australia)                            84,200    1,694,525
Nintendo Corp. Ltd. (Japan)             17,000    1,268,413
Rank Organisation PLC
 (United Kingdom)                       170,900   1,320,434
Reuters Holdings PLC
 (United Kingdom)                       77,680    $939,784
Television Broadcasts Ltd.
 (Hong Kong)                            164,000   615,466

TOTAL ENTERTAINMENT AND LEISURE                   8,043,468

FINANCE - 15.0%
Aegon NV
 (Netherlands)                          27,832    1,282,671
Assurances Generales
 de France (France)                     33,200    899,775
Baloise Holdings
 (Switzerland)                          514       1,118,285
Banque Nationale
 de Paris (France)                      37,100    1,303,362
Bayerische Vereinsbank
 AG (Germany)                           28,480    799,800
Compagnie Financiere
 de Paribas (France)                    11,684    690,555
Deutsche Bank AG
 (Germany)                              32,800    1,553,173
EXEL Ltd. (United States)               17,100    1,205,550
HSBC Holding PLC, UK
 registered (Hong Kong)                 136,519   2,063,446
International Nederlanden
 Groep NV (Netherlands)                 101,177   3,019,604
Lloyds Abbey Life PLC
 (United Kingdom)                       153,700   1,212,604
Mitsui Marine & Fire
 Insurance Co. (Japan)                  61,000    485,814
Munchener Rueckvericherungs-
Gesellschaft* (Germany)                 457       943,755
National Australia Bank
 Ltd. (Australia)                       99,500    918,762
Nichiei Co. (Japan)                     10,000    667,490
Orix Corp. Ltd. (Japan)                 38,000    $1,410,689
Promise Co. (Japan)                     14,800    730,764
Schweizericher Bankverein
 (Switzerland)                          660       2,164
Schweizerische Rueckversicherungs*
 (Switzerland)                          1,145     1,176,872
Skandia Foersaekrings AB
 (Sweden)                               49,770    1,319,411
Skandinaviska Enskilda Banken,
 Class A (Sweden)                       103,175   826,011
St. James Place Capital PLC
 (United Kingdom)                       124,000   233,980
Sumitomo Trust and
 Banking Co. (Japan)                    150,000   2,057,331
Svenska Handelsbanken,
 Class A (Sweden)                       49,900    1,043,965
Unidanmark A/S, Class A
 (Denmark)                              23,700    1,100,350
Westpac Banking Corporation Ltd.
 (Australia)                            477,500   2,112,633
Zurich Versicherun Registered
 (Switzerland)                          4,275     1,166,033

TOTAL FINANCE                                     31,344,849

GENERAL BUSINESS - 3.3%
CIE Generale Des Eaux
 (France)                               14,800    1,654,483
Dai Nippon Printing Co.
 Ltd. (Japan)                           51,000    988,616
Flughafen Wien AG
 (Austria)                              2,955     203,036
Mirror Group PLC
 (United Kingdom)                       205,100   648,204
SAP AG (Germany)                        13,800    2,048,445
SGS Societe Generale de
Surveillance Holding SA
(Switzerland)                           396       948,664
Waste Management
 International PLC*
 (United Kingdom)                       72,500    $405,343

TOTAL GENERAL BUSINESS                            6,896,791

HEALTH CARE - 3.1%
Astra AB, Series A
 (Sweden)                               44,530    1,970,860
Astra AB, Series B
 (Sweden)                               20,200    881,830
Malbak Ltd. GDR (a)
 (South Africa)                         31,808    157,924
Malbak Ltd. GDR
 (South Africa)                         13,067    58,802
Roussel-Uclaf
 ADR (France)                           7,940     952,382
Sandoz AG (Switzerland)                 1,330     1,522,340
Schering AG (Germany)                   11,900    866,379

TOTAL HEALTH CARE                                 6,410,517

REAL ESTATE - 0.1%
Fastighets AB Nackebro*
 New Share Units
 (Sweden)                               4,990     61,809
Fastighets AB Nackebro*
 Share Units (Sweden)                   49,900    60,301

TOTAL REAL ESTATE                                 122,110

TECHNOLOGY - 3.6%
British Aerospace PLC
 (United Kingdom)                       144,451   2,190,657
Fujitsu Ltd. (Japan)                    69,000    630,915
Kyocera Corp. (Japan)                   6,000     425,182
Ricoh Company Ltd.
 (Japan)                                195,000   2,068,303
Rohm Company (Japan)                    35,000    $2,317,012

TOTAL TECHNOLOGY                                  7,632,069

TRANSPORTATION - 0.8%
Canadian Pacific Ltd.
 (Canada)                               57,000    1,246,209
London & Overseas Freighters
 ADR (United Kingdom)                   34,400    438,600

TOTAL TRANSPORTATION                              1,684,809

UTILITIES - 5.0%
Centrais Eletricas
 Brasileiras ADR (Brazil)               86,100    1,251,980
Empresa Nacional
 de Electricidad SA
 (Spain)                                36,800    2,297,035
Huaneng Power International,
 Inc. ADR* (China)                      42,000    750,750
Korea Electric Power Corp.
 ADR (South Korea)                      20,000    485,000
National Power PLC
 (United Kingdom)                       108,000   872,185
National Power PLC,
 partially paid (b)*
 (United Kingdom)                       106,700   636,322
Powergen PLC(b)
 (United Kingdom)                       149,526   1,089,109
Veba AG (Germany)                       57,900    3,079,496

TOTAL UTILITIES                                   10,461,877

TOTAL COMMON STOCKS
(cost $161,136,348)                               185,724,645

                                        Principal
                                        Amount    Value

FOREIGN CORPORATE OBLIGATION - 0.3%
Teck Corp., Convertible Bonds,
 3.750%, 07/15/06
 (cost $394,270)                        $ 469,000 $483,070

COMMERICAL PAPER - 3.0%
Associates Corporation of
 North America,
 5.360%, 07/17/96                       3,000,000 2,992,853
Federal National Mortgage
 Association, Discount Notes,
 5.260%, 7/16/96                        240,000   239,474
UBS Finance Inc.,
 5.580%, 07/01/96                       3,000,000 3,000,000

TOTAL COMMERICAL PAPER
(cost $6,232,327)                                 6,232,327

U.S. TREASURY OBLIGATIONS - 2.1%
U.S. TREASURY BILLS - 0.8%
 4.800%, 07/05/96                       1,375,000 1,374,266
 4.690%, 07/05/96                       60,000    59,969
 4.600%, 07/05/96                       190,000   189,903

TOTAL U.S. TREASURY BILLS                         1,624,138

U.S. TREASURY NOTES - 1.3%
 6.250%, 08/31/96                       2,755,000 2,758,726

TOTAL U.S. TREASURY OBLIGATIONS
(cost $4,382,864)                                 4,382,864

REPURCHASE AGREEMENT - 4.6%
Donaldson, Lufkin, Jenrette, dated
 06/28/96, due 07/01/96, 5.450%,
 total to be received $9,702,405
 (secured by $9,497,000 U.S. Treasury
 Bonds, 7.000%, due 04/15/99, market
 value $9,795,956),
 at cost                                9,698,000 9,698,000

TOTAL INVESTMENTS - 98.8%
(cost $181,843,809)                               206,520,906
OTHER ASSETS,
 LESS LIABILITIES - 1.2%                          2,602,308
NET ASSETS - 100.0%                               $209,123,214

Note:  Based on the cost of investments of $181,862,705 for
   Federal income tax purposes at June 30, 1996, the aggregate
   gross unrealized appreciation and depreciation was
   $28,560,631 and $3,902,430, respectively, resulting in net
   unrealized appreciation of investments of $24,658,201.
   
*  Non-income-producing security.
(a)  Security exempt from registration under Rule 144A of the
Securities Act of 1933. These securities may
   be resold in transactions exempt from registration, normally
   to qualified buyers. At June 30, 1996, the value of these
   securities amounted to $1,004,809, or 0.5% of net assets.
   
(b)  Purchased on an installment basis. Market value reflects all
payments made through June 30, 1996.

INVESTMENT ABBREVIATIONS:

ADR/GDR: Securities whose value is determined or significantly
influenced by trading on exchanges not located in
      the United States or Canada. ADR after the name of a
      holding stands for American Depositary Receipt,
      representing ownership of foreign securities on deposit
      with a domestic custodian bank; a GDR (Global Depositary
      Receipt) is comparable, but foreign securities are held on
      deposit in a non-U.S. Bank.
      
      
COUNTRY ALLOCATION AT JUNE 30, 1996, AS A PERCENT OF NET ASSETS:
     Japan -   19.1%
     Germany -      13.1%
     United Kingdom - 12.8%
     Switzerland -  7.9%
     France -  7.7%
     Sweden -  4.7%
     Australia -    4.5%
     Netherlands -  4.3%
     Canada -  2.1%
     Hong Kong -    2.0%
     Brazil -  1.5%
     U.S. -    1.4%
     Korea -   1.3%
     Spain -   1.1%
     Denmark -      1.0%
     Italy -   0.7%
     South Africa -      0.7%
     Finland -      0.6%
     New Zealand -  0.6%
     Singapore -    0.5%
     China -   0.4%
     Norway -  0.3%
     Indonesia -    0.3%
     Ghana -   0.3%
     Argentina -    0.1%
     Austria -      0.1%
The accompanying notes are an integral part of these financial
statements.




THE MANAGERS FUNDS
STATEMENTS OF ASSETS AND LIABILITIES
June 30, 1996 (unaudited)
                         Managers   Managers     Managers   Managers
                         Income     Capital      Special  International
                         Equity    Appreciation   Equity     Equity
                         Fund         Fund         Fund      Fund
Assets:
Investments
 at value*           $42,771,694 $84,635,326  $151,374,396  $196,822,906
Repurchase agreements
 at cost and value    4,060,000   11,585,000    16,015,000     9,698,000
Cash                      6,480        3,968         9,380        17,646
Foreign currency
 (cost $2,127,563)            _            _         _         2,134,124
Collateral from brokers
 onsecurities loaned  1,410,300    3,205,760     5,507,280             _
Receivable for
 investments sold       599,259      781,487       986,980        67,634
Receivable for Fund
 shares sold            193,640      807,549     1,501,045     1,595,065
Dividends, interest and
 other receivables      158,538       70,261        56,769       634,778
Foreign withholding
 tax receivable              _         1,987           _         202,298
Prepaid expenses         13,264       19,734        26,190        33,851

Total assets         49,213,175  101,111,072   175,477,040   211,206,302

Liabilities:
Payable for Fund
 shares repurchased   2,844,125    2,577,050     2,215,025       161,876
Payable upon return of
 securities loaned    1,410,300    3,205,760     5,507,280             _
Payable for investments
 purchased              240,745      623,321       858,701     1,646,647
Accrued expenses:
Investment advisory and
 management fees         28,514       63,864       122,513       148,159
Administrative fees       9,505       19,957        34,031        41,155
Other                    34,086       43,104        54,180        85,251

Total liabilities     4,567,275    6,533,056     8,791,730     2,083,088

Net Assets          $44,645,900  $94,578,016  $166,685,310  $209,123,214

Shares outstanding    1,499,949    3,264,134     3,260,323     4,910,034

Net asset value, offering
 and redemption price
 per share               $29.76       $28.97        $51.13        $42.59
Net Assets Represent:
Paid-in capital     $34,676,764  $73,960,752  $115,676,229  $178,453,850
Undistributed net investment
 income (loss)           76,161      318,328      (192,455)    1,476,218
Accumulated net realized gain
 from investments     2,348,695    8,729,236    12,712,377     4,511,253
Net unrealized appreciation
 of investments and foreign
 currency contracts and
 translations         7,544,280   11,569,700    38,489,159    24,681,893

Net Assets          $44,645,900  $94,578,016  $166,685,310  $209,123,214
*Investments at cost$35,227,414  $73,065,617  $112,885,237  $172,145,809

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

THE MANAGERS FUNDS
STATEMENTS OF OPERATIONS
For the six months ended June 30, 1996 (unaudited)
                         Managers  Managers Managers  Managers
                         Income    Capital  Special International
                         Equity Appreciation Equity   Equity
                         Fund      Fund      Fund      Fund
Investment Income:
Dividend income          $795,312  $602,685  $506,551  $2,765,928
Interest income          79,878    290,579   321,726   522,455
Foreign withholding tax  _         (9,728)   _         (398,553)
Stock loan fees          1,351     3,383     7,244     _

Total investment income  876,541   886,919   835,521   2,889,830

Expenses:
Investment advisory and
 management fees         162,995   364,327   622,981   790,508
Administrative fees      54,332    113,852   173,050   219,586
Custodian fees           43,477    59,248    87,280    192,990
Transfer agent fees      25,962    47,989    63,293    84,527
Audit fees               15,676    19,704    19,720    23,648
Registration fees        13,262    12,438    22,440    26,696
Legal fees               2,837     5,103     8,878     10,507
Trustee fees             1,967     3,985     6,044     7,285
Miscellaneous expenses   7,839     20,628    24,290    29,348

Total expenses
 before reductions       328,347   647,274   1,027,976 1,385,095
Expense reductions       _         (35,565)  _         _

Net expenses             328,347   611,709   1,027,976 1,385,095

Net investment
 income (loss)           548,194   275,210   (192,455) 1,504,735

Net Realized and
 Unrealized Gain (Loss):
Net realized gain on
investment transactions  1,366,691 5,902,073 9,031,874 4,433,254
Net realized loss on foreign
 currency contracts
 and translations        _         _         _         (94,556)
Net unrealized appreciation
 (depreciation) of
 investments             554,415   (188,137) 14,031,513 5,366,937
Net unrealized appreciation
 from foreign currency
 translations             _         _         _         7,601
Net realized and
 unrealized gain         1,921,106 5,713,936 23,063,387 9,713,236
Net Increase in
 Net Assets Resulting
 from Operation         $2,469,300 $5,989,146 $22,870,932 $11,217,971


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


THE MANAGERS FUNDS
STATEMENTS OF CHANGES IN NET ASSETS

               Managers Income Equity Fund Managers Capital Appreciation Fund
                   For the                For the
               six months ended For the  six months ended For the
                June 30, 1996 year ended  June 30,1996  year ended
              (unaudited)December 31, 1995 (unaudited) December 31, 1995

INCREASE (DECREASE) IN
 NET ASSETS FROM
 OPERATIONS
Net investment
 income (loss)      $548,194   $1,138,269  $275,210  $245,949
Net realized gain
 on investments
 and foreign
 currency
 transactions       1,366,691  5,081,595   5,902,073 13,170,596
Net unrealized
 appreciation
 (depreciation) of
 investments and
 foreign currency
 translations       554,415    5,771,575   (188,137) 8,969,556
Net increase in
 net assets resulting
 from operations    2,469,300  11,991,439  5,989,146 22,386,101

DISTRIBUTIONS TO
SHAREHOLDERS:
From net investment
 income             (513,682)  (1,143,791) _         (224,395)
From net realized
 gain on
investments         _          (4,742,480) _         (10,213,381)
In excess of net
 realized gainon
 investments        _          _           _         _

Total distributions to
shareholders        (513,682)  (5,886,271) _         (10,437,776)

FROM CAPITAL SHARE
TRANSACTIONS
Proceeds from
 sale of shares     15,584,756 12,024,698  27,360,557  36,618,267
Net asset value
 of shares issued
 in connection
 with reinvestment
 of dividendsand
 distributions      387,149    4,310,681   _         8,380,359
Cost of shares
 repurchased    (11,089,120) (33,508,044) (22,124,448) (59,635,994)

Net increase (decrease)
from capital share
transactions      4,882,785  (17,172,665)   5,236,109 (14,637,368)

Total increase (decrease)
 in net assets    6,838,403  (11,067,497)  11,225,255 (2,689,043)

Net Assets:
Beginning of
 period          37,807,497   48,874,994   83,352,761 86,041,804
End of period   $44,645,900  $37,807,497  $94,578,016$83,352,761

End of period
 undistributed
 net investment
 income             $76,161    $41,649     $318,328  $43,118


Share Transactions:
Sale of shares      532,930    429,990     976,504   1,353,077
Shares issued in
 connection with
 reinvestment of
 dividends and
 distributions      13,157     152,259     _         312,566
Shares repurchased  (375,968)  (1,215,109) (783,367) (2,295,146)

Net increase (decrease)
 in shares          170,119    (632,860)   193,137   (629,503)

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





THE MANAGERS FUNDS
STATEMENTS OF CHANGES IN NET ASSETS

             Managers Special Equity Fund Managers International Equity Fund
                   For the                For the
             six months ended For the  six months ended For the
               June 30, 1996 year ended  June 30,1996  year ended
             (unaudited)December 31, 1995 (unaudited) December 31, 1995


INCREASE (DECREASE) IN
NET ASSETS FROM
OPERATIONS
Net investment
 income (loss)      $(192,455) $(177,366)  $1,504,735  $839,813
Net realized gain on
investments and
 foreign currency
 transactions       9,031,874  12,656,992  4,338,698 7,272,925
Net unrealized
 appreciation
 (depreciation) of
 investments and
 foreign currency
 translations       14,031,513 18,943,704  5,374,538 7,272,709

Net increase in net
 assets resulting from
 operations         22,870,932 31,423,330  11,217,971  15,385,447

DISTRIBUTIONS TO
SHAREHOLDERS:
From net investment
 income             _          _           _         (435,148)
From net realized
 gain on
 investments        _          (14,466,123)          _ _
In excess of net
 realized gain on
 investments        _          _           _         (7,196,327)

Total distributions
 to shareholders    _        (14,466,123)   _        (7,631,475)

FROM CAPITAL SHARE
TRANSACTIONS:
Proceeds from sale
 of shares          57,487,154 47,782,200  83,193,459  89,559,295
Net asset value
 of shares issued
 in connection with
 reinvestment of
 dividends and
 distributions      _          8,768,064   _         5,331,247
Cost of shares
 repurchased    (32,034,364) (66,729,768) (25,776,121) (49,080,381)

Net increase
 (decrease) from
 capital share
 transactions    25,452,790  (10,179,504)  57,417,338   45,810,161

Total increase
 (decrease) in
 net assets         48,323,722 6,777,703   68,635,309  53,564,133

NET ASSETS:
Beginning of
 period            118,361,588 111,583,885 140,487,905 86,923,772
End of period     $166,685,310$118,361,588$209,123,214$140,487,905

End of period
 undistributed
 net investment
 income             ($192,455) _           $1,476,218  ($26,468)

SHARE
 TRANSACTIONS:
Sale of shares      1,200,107  1,670,908   2,016,099 2,289,835
Shares issued
 in connection
 with reinvestment
 of dividends and
 distributions      _          53,991      _         133,582
Shares
 repurchased        (670,884)  (1,237,640) (620,623) (1,300,117)

Net increase
 (decrease) in
 shares             529,223    487,259     1,395,476 1,123,300

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

MANAGERS INCOME EQUITY FUND
FINANCIAL HIGHLIGHTS
For a share of capital stock outstanding throughout each period


                    For the
                    six months
                    ended
                    June 30,
                    1996             Year ended December 31,
                    (unaudited)    1995   1994    1993   1992*
1991*

NET ASSET VALUE,
 BEGINNING OF
 PERIOD             $28.43 $24.90  $27.89 $27.38  $28.62 $24.06

INCOME FROM
 INVESTMENT
 OPERATIONS:
Net investment
 income             0.36   0.87    0.80   0.81    0.99   1.11
Net realized and
 unrealized gain
 (loss) on
 investments        1.31   7.47    (0.50) 2.54    1.72   5.82

Total from
 investment
 operations         1.67   8.34    0.30   3.35    2.71   6.93

LESS DISTRIBUTIONS
 TO SHAREHOLDERS:
From net investment
 income             (0.34) (0.86)  (0.83) (0.76)  (0.98) (1.20)
From net realized
 gain on
 investments        _      (3.95)  (2.46) (2.08)  (2.97) (1.17)

Total distributions to
shareholders        (0.34) (4.81)  (3.29) (2.84)  (3.95) (2.37)

NET ASSET VALUE,
 END OF
 PERIOD             $29.76 $28.43  $24.90 $27.89  $27.38 $28.62


Total Return       5.89%(a) 34.36%   0.99% 12.40%   9.80% 29.33%

Ratio of expenses to
 average net assets 1.50%(b) 1.45%   1.33%  1.32%   1.20%  1.16%
Ratio of net
 investment income
 to average net
 assets             2.51%(b) 2.85%   3.06%  2.75%   3.52% 4.00%
Portfolio turnover    15%(a) 36%     46%    41%     41%    64%
Average commission
 rate(c)            $0.06  _       _      _       _      _
Net assets at end
 of period
 (000's omitted)    $44,646 $37,807 $48,875 $40,965 $49,648 $70,077

 * Audited by prior auditors.
(a)                 Not annualized.
(b)                 Annualized.
(c)All funds are now required to disclose their average
   commission rate per share for security trades on which
   commissions are charged. The amount may vary from period to
   period and from fund to fund depending on the mix of trades
   executed in various markets where trading practices and
   commissions rate structures may differ.



MANAGERS CAPITAL APPRECIATION FUND
FINANCIAL HIGHLIGHTS
For a share of capital stock outstanding throughout each period


                    For the
                    six months
                    ended
                    June 30,
                    1996             Year ended December 31,
                    (unaudited)    1995   1994    1993   1992*
1991*
NET ASSET VALUE,
 BEGINNING OF
 PERIOD             $27.14 $23.25  $25.17 $24.67  $23.46 $19.99

INCOME FROM
 INVESTMENT
 OPERATIONS:
Net investment
 income             0.08   0.09    0.12   0.19    0.08   0.25
Net realized and
 unrealized gain
 (loss) on
 investments        1.75   7.62    (0.49) 3.80    2.39   6.10

Total from
 investment
 operations         1.83   7.71    (0.37) 3.99    2.47   6.35

LESS DISTRIBUTIONS TO
SHAREHOLDERS:
From net investment
 income             _      (0.08)  (0.12) (0.19)  (0.07) (0.27)
From net realized
 gain on
 investments        _      (3.74)  (1.39) (3.30)  (1.19) (2.61)
In excess of net
 realized gain on
 investments        _      _       (0.04) _       _      _

Total distributions to
shareholders        _      (3.82)  (1.55) (3.49)  (1.26) (2.88)

NET ASSET VALUE,
 END OF
 PERIOD             $28.97 $27.14  $23.25 $25.17  $24.67 $23.46


Total Return      6.74%(a)  33.39% (1.50)% 16.38% 10.50% 31.97%


Ratio of expenses
 to average net
 assets       1.34%(b,c)     1.36%  1.29%   1.18%  1.05% 1.31%
Ratio of net
 investment income
 to average net
 assets       0.60%(b)       0.31%  0.53%   0.74%  0.33% 1.07%
Portfolio turnover  76%(a) 134%    122%   131%    175%   259%
Average commission
 rate(d)            $0.06  _       _      _       _      _
Net assets at end
 of period
 (000's omitted) $94,578 $83,353 $86,042 $69,358 $56,196 $53,246


 *   Audited by prior auditors.
(a)  Not annualized.
(b)  Annualized.
(c)  The Fund has entered into an arrangement with a third-party
     broker-dealer who has paid a portion of the Fund's expenses.
     Absent this expense reduction, the annualized ratio of
     expenses to average net assets for the six months ended June
     30, 1996 would have been 1.41%. (See Note 1c of Notes to
     Financial Statements.)
(d)  All funds are now required to disclose their average
     commission rate per share for security trades on which
     commissions are charged. The amount may vary from period to
     period and from fund to fund depending on the mix of trades
     executed in various markets where trading practices and
     commissions rate structures may differ.



MANAGERS SPECIAL EQUITY FUND
FINANCIAL HIGHLIGHTS
For a share of capital stock outstanding throughout each period


                    For the
                    six months
                    ended
                    June 30,
                    1996             Year ended December 31,
                    (unaudited)    1995   1994    1993   1992*
1991*
NET ASSET VALUE,
 BEGINNING OF
 PERIOD             $43.34 $36.79  $38.90 $36.14  $34.49 $24.46

INCOME FROM
 INVESTMENT
 OPERATIONS:
Net investment
 income (loss)      (0.06) (0.07)  (0.01) 0.02    0.05   0.22
Net realized and
 unrealized gain
 (loss) on
 investments        7.85   12.28   (0.76) 6.12    5.35   11.78

Total from investment
 operations         7.79   12.21   (0.77) 6.41    5.40   12.00

LESS DISTRIBUTIONS
 TO SHAREHOLDERS:
From net investment
 income             _      _       _      (0.01)  (0.05) (0.23)
From net realized
 gain on
 investments        _      (5.66)  (1.34) (3.37)  (3.70) (1.74)

Total distributions to
shareholders        _      (5.66)  (1.34) (3.38)  (3.75) (1.97)

NET ASSET VALUE,
 END OF
 PERIOD             $51.13 $43.34  $36.79 $38.90  $36.14 $34.49


Total Return     17.97%(b)  33.94% (1.99)% 17.05% 15.64% 49.26%
Ratio of expenses
 to average net
 assets           1.48%(c)   1.44%  1.37%   1.26%  1.29% 1.30%
Ratio of net
 investment income
 (loss) to average
 net assets         (0.28)%(c)     (0.16)%        (0.06)%   0.07%
0.14%               0.73%
Portfolio turnover  32%(b) 65%     66%    45%     54%    70%
Average commission
 rate(d)            $0.05  _       _      _       _      _
Net assets at
 end of period
 (000's omitted) $166,685 $118,362 $111,584 $99,032 $53,641 $40,616



 *   Audited by prior auditors.
(a)  Calculated using the weighted average shares outstanding
during the year.
(b)  Not annualized.
(c)  Annualized.
(d)  All funds are now required to disclose their average
     commission rate per share for security trades on which
     commissions are charged. The amount may vary from period to
     period and from fund to fund depending on the mix of trades
     executed in various markets where trading practices and
     commissions rate structures may differ.



MANAGERS INTERNATIONAL EQUITY FUND
FINANCIAL HIGHLIGHTS
For a share of capital stock outstanding throughout each period


                    For the
                    six months
                    ended
                    June 30,
                    1996             Year ended December 31,
                    (unaudited)    1995   1994    1993   1992*
1991*
NET ASSET VALUE,
 BEGINNING
 OF PERIOD          $39.97 $36.35  $35.92 $26.52  $25.66 $22.09

INCOME FROM
 INVESTMENT
 OPERATIONS:
Net investment
 income             0.31   0.31    0.16   0.22    0.23   0.36
Net realized and
 unrealized gain
 on investments     2.31   5.59    0.56   9.88    0.85   3.64

Total from
 investment
 operations         2.62   5.90    0.72   10.10   1.08   4.00

LESS DISTRIBUTIONS
 TO SHAREHOLDERS:
From net investment
 income             _      (0.13)  (0.08) (0.29)  (0.22) (0.36)
In excess of net
 investment
 income             _      _       _      (0.11)  _      _
From net realized
 gain on
 investments        _      (2.15)  _      (0.30)  _      (0.07)
In excess of net
 realized gain on
 investments        _      _       (0.21) _       _      _

Total distributions to
 shareholders       _      (2.28)  (0.29) (0.70)  (0.22) (0.43)

NET ASSET VALUE,
 END OF
 PERIOD             $42.59 $39.97  $36.35 $35.92  $26.52 $25.66


Total Return      6.55%(b)  16.24% 2.00%   38.20% 4.25% 18.14%


Ratio of expenses to
 average net
 assets           1.57%(c)   1.58%  1.49%   1.47%  1.45% 1.69%
Ratio of net investment
 income to average net
 assets           1.70%(c)   0.80%  0.60%   0.78%  0.97% 1.50%
Portfolio turnover  17%(b) 73%     22%    46%     51%    158%
Average commission
 rate(d)            $0.02  _       _      _       _      _
Net assets at end of
 period
 (000's omitted) $209,123 $140,488 $86,924 $62,273 $23,129 $14,222


 *   Audited by prior auditors.
(a)  Calculated using the weighted average shares outstanding
during the year.
(b)  Not annualized.
(c)  Annualized.
(d)  All funds are now required to disclose their average
     commission rate per share for security trades on which
     commissions are charged. The amount may vary from period to
     period and from fund to fund depending on the mix of trades
     executed in various markets where trading practices and
     commissions rate structures may differ.


THE MANAGERS FUND
NOTES TO FINANCIAL STATEMENTS
June 30, 1996 (unaudited)


(1)    Summary of Significant Accounting Policies

The Managers Funds (the "Trust") is a no-load, diversified, open-
end, management investment company, organized as a Massachusetts
business trust, and registered under the Investment Company Act
of 1940, as amended (the "1940 Act"). Currently the Trust is
comprised of 10 investment series. Included in this report are
Managers Income Equity Fund, Managers Capital Appreciation Fund,
Managers Special Equity Fund and Managers International Equity
Fund, collectively the "Funds."

The Funds' financial statements are prepared in accordance with
generally accepted accounting principles, which require the use
of management's estimates. The following is a summary of
significant accounting policies followed by the Funds:

     (a) Valuation of Investments
Equity securities traded on a domestic or international
securities exchange are valued at the last quoted sales price,
or, lacking any sales, on the basis of the last quoted bid price.
Over-the-counter securities for which market quotations are
readily available are valued at the last quoted bid price. Fixed
income securities are valued based on valuations furnished by
independent pricing services that utilize matrix systems which
reflect such factors as security prices, yields, maturities, and
ratings, and are supplemented by dealer and exchange quotations.
Short-term investments, having a remaining maturity of 60 days or
less, are valued at amortized cost which approximates market.
Securities for which market quotations are not readily available
are valued at fair value, as determined in good faith and
pursuant to procedures established by the Board of Trustees.

     (b) Security Transactions

Security transactions are accounted for as of trade date. Gains
and losses on securities sold are determined on the basis of
identified cost.

     (c)  Investment Income and Expenses

Dividend income is recorded on the ex-dividend date, except
certain dividends from foreign securities where the ex-dividend
date may have passed are recorded as soon as the Trust is
informed of the ex-dividend date. Dividend income on foreign
securities is recorded net of withholding tax. Interest income is
recorded on the accrual basis and includes amortization of
discounts and premiums when required for federal income tax
purposes. Other income and expenses are recorded on an accrual
basis. Expenses which cannot be directly attributed to a
particular fund are apportioned among the funds in the Trust
based upon their average net assets.

Managers Capital Appreciation Fund has directed certain portfolio
trades to brokers who paid a portion of the Fund's expenses. For
the six months ended June 30, 1996, the Fund's expenses were
reduced by $35,565 under this arrangement.

     (d) Dividends and Distributions

Dividends resulting from net investment income, if any, normally
will be declared and paid monthly for Managers Income Equity Fund
and annually for Managers Capital Appreciation Fund, Managers
Special Equity Fund and Managers International Equity Fund.
Distributions of capital gains, if any, will be made on an annual
basis and when required for federal excise tax purposes. Income
and capital gain distributions are determined in accordance with
Federal income tax regulations which may differ from generally
accepted accounting principles. These differences are primarily
due to differing treatments for foreign currency related
transactions, losses deferred due to wash sales and equalization
accounting for tax purposes. Permanent book and tax basis
differences, if any, relating to shareholder distributions will
result in reclassifications to paid-in capital.

     (e) Repurchase Agreements

Each Fund may enter into repurchase agreements provided that the
value of the underlying collateral, including accrued interest,
will be equal to or exceed the value of the repurchase agreement
during the term of the agreement. The underlying collateral for
all repurchase agreements is held in safekeeping by the Fund's
custodian or at the Federal Reserve Bank.

If the seller defaults and the value of the collateral declines,
or if bankruptcy proceedings commence with respect to the seller
of the security, realization of the collateral by the Fund may be
delayed or limited.

     (f) Federal Taxes

Each Fund intends to comply with the requirements under
Subchapter M of the Internal Revenue Code of 1986, as
amended, and to distribute substantially all of its taxable
income and gains to its shareholders and to meet certain
diversification and income requirements with respect to
investment companies. Therefore, no provision for federal income
or excise tax is included in the accompanying financial
statements.

     (g) Capital Stock

The Trust's Declaration of Trust authorizes for each series the
issuance of an unlimited number of shares of beneficial interest,
without par value. Each Fund records sales and repurchases of its
capital stock on the trade date. Dividends and distributions to
shareholders are recorded on the ex-dividend date.

At June 30, 1996, certain unaffiliated shareholders, including
omnibus accounts, individually held greater than 10% of the
outstanding shares of the Funds: Managers Income Equity Fund _
two own 21%; Managers Capital Appreciation Fund _one owns 31%;
Managers Special Equity Fund _ three own 58%; and Managers
International Equity Fund _ two own 36%.

     (h) Foreign Currency Translation

The books and records of the Funds are maintained in U.S.
dollars. The value of investments, assets and liabilities
denominated in currencies other than U.S. dollars are translated
into U.S. dollars based upon current foreign exchange rates.
Purchases and sales of foreign investments and income and
expenses are converted into U.S. dollars based on currency
exchange rates prevailing on the respective dates of such
transactions. Net realized and unrealized gain (loss) on foreign
currency transactions represent: (1) foreign exchange gains and
losses from the sale and holdings of foreign currencies; (2)
gains and losses between trade date and settlement date on
investment securities transactions and forward foreign currency
exchange contracts; and (3) gains and losses from the difference
between amounts of interest and dividends recorded and the
amounts actually received.

In addition, the Funds do not isolate that portion of the results
of operation resulting from changes in exchange rates from the
fluctuations resulting from changes in market prices of
securities held. Such fluctuations are included with the net
realized and unrealized gain or loss on investments.

(2)    Agreements and Transactions with Affiliates

The Managers Funds, L.P. (the "Investment Manager") provides or
oversees investment advisory and management services to the Funds
under Management Agreements with each Fund. The Investment
Manager selects portfolio managers for each Fund (subject to
Trustee approval), allocates assets among portfolio managers and
monitors the portfolio managers' investment programs and results.
Each Fund's investment portfolio is managed by portfolio managers
who serve pursuant to Portfolio Management Agreements with the
Investment Manager and the Fund. Certain trustees and officers of
the Funds are officers of the Investment Manager.

Investment advisory and management fees are paid directly by each
Fund to The Managers Funds, L.P. based on average daily net
assets. The annual investment advisory and management fee rates,
as a percentage of average daily net assets for the six months
ended June 30, 1996, were as follows:

                                        Investment Advisory
                                             and
Fund                                     Management Fee
Managers-
Income Equity                                0.75%
Capital Appreciation                         0.80
Special Equity                               0.90
International Equity                         0.90


The Trust has adopted an Administrative and Shareholder Servicing
Agreement. The Managers Funds, L.P. serves as each Fund's
administrator (the "Administrator") and is responsible for all
aspects of managing the Funds' operations, including
administration and shareholder services to each Fund, its
shareholders, and certain institutions, such as bank trust
departments, broker-dealers and registered investment advisers,
that advise or act as an intermediary with the Funds'
shareholders. During the six months ended June 30, 1996, each of
the Funds paid a fee to the Administrator at the rate of 0.25%
per annum of the Fund's average daily net assets.

An aggregate annual fee of $10,000 is paid to each outside
Trustee for serving as a Trustee of the Trust. In addition, these
Trustees receive meeting fees of $750 for each in-person meeting
attended, and $200 for participation in any telephonic meetings.
The Trustee fee expense shown in the financial statements
represents each Fund's allocated portion of the total fees.

(3)    Purchases and Sales of Securities

Purchases and sales of securities, excluding short-term
securities, for the six months ended June 30, 1996 were as
follows:

Fund                                    Purchases      Sales
Managers-
Income Equity                           $12,131,187    $5,853,135
Capital Appreciation                    66,895,411     63,465,718
Special Equity                          58,326,313     40,475,096
International Equity                    72,937,101     27,110,982
There were no purchases or sales of U.S. Government securities.

(4)    Portfolio Securities Loaned

Certain of the Funds may participate in a securities lending
program providing for the lending of corporate bonds, equity and
government securities to qualified brokers. Collateral on all
securities loaned except for government securities loaned is
accepted only in cash. Collateral on government securities loaned
is in the form of other similar securities. Collateral is
maintained at a minimum level of 100% of the market value, plus
interest, if applicable, of investments on loan. Collateral
received in the form of cash is invested temporarily in money
market funds by the custodian. Earnings of such temporary cash
investments are divided between the custodian, as a fee for its
services under the program, and the Fund, according to agreed-
upon rates.

(5)    Forward Foreign Currency Contracts (Managers International
Equity Fund only)

During the six months ended June 30, 1996, Managers International
Equity Fund invested in forward foreign currency exchange
contracts. These investments may involve greater market risk than
the amounts disclosed in the Fund's financial statements.

A forward foreign currency exchange contract is an agreement
between the Fund and another party to buy or sell a
currency at a set price at a future date. The market value of the
contract will fluctuate with changes in currency exchange rates.
The contract is marked-to-market daily, and the change in market
value is recorded as an unrealized gain or loss. Gain or loss on
the purchase or sale of contracts having the same settlement
date, amount and counterparty is realized on the date of offset,
otherwise gain or loss is realized on settlement date.

The Fund may invest in non-U.S. dollar denominated instruments
subject to limitations, and enter into forward foreign currency
exchange contracts to facilitate transactions in foreign
securities and protect against a possible loss resulting from an
adverse change in the relationship between the U.S. dollar and
such foreign currency. Risks may arise upon entering into these
contracts from the potential inability of counterparties to meet
the terms of their contracts and from unanticipated movements in
the value of a foreign currency relative to the U.S. dollar.

There were no open forward foreign currency exchange contracts at
June 30, 1996.

(6) Contingency

Two lawsuits seeking class action status have been filed against
Managers Intermediate Mortgage Fund, Managers Short Government
Fund, and the Investment Manager, among other defendants
including the Trust. A motion has been filed to dismiss the suit
relating to Managers Intermediate Mortgage Fund and there has
been no decision yet from the court. On November 24, 1995, the
defendant's motion to dismiss the suit against Managers Short
Government Fund was granted, in part and denied, in part. The
plaintiff has since filed an amended complaint and the defendants
have moved to dismiss the amended complaint. In both of these
cases, the plaintiffs seek unspecified damages based upon losses
alleged in the two funds named above. Another non-class action
lawsuit has been filed against certain of the defendants
mentioned above, among others, and Managers Short and
Intermediate Bond Fund based on similar allegations. Certain
individual customers, who are potentially members of the class of
plaintiffs in the two class action lawsuits referred to above,
have asserted that they may file similar lawsuits against certain
of the defendants based on similar claims, but have not done so.
Management believes that the cases are without merit and intends
to defend vigorously against these actions.
     Where Leading Money Managers Converge

Fund Distributor
The Managers Funds, L.P.
40 Richards Avenue
Norwalk, Connecticut 06854-2325
(203) 857-5321 or (800) 835-3879

Custodian
State Street Bank and Trust
 Company
1776 Heritage Drive
North Quincy, Massachusetts
 02171

Legal Counsel
Shereff, Friedman, Hoffman &
 Goodman, LLP
919 Third Avenue
New York, New York 10022

Transfer Agent
Boston Financial Data Services, Inc.
attn: The Managers Funds
P.O. Box 8517
Boston, Massachusetts 02266-8517
(800) 252-0682

This report is prepared for the information of shareholders. It
is authorized for distribution to prospective investors only when
preceded or accompanied by an effective prospectus.


The Managers Funds


Equity Funds:
INCOME EQUITY FUND
     Scudder, Stevens & Clark, Inc.
     Spare, Kaplan, Bischel & Associates
CAPITAL APPRECIATION FUND
     Dietche & Field Advisers, Inc.
     Hudson Capital Advisers
SPECIAL EQUITY FUND
     Liberty Investment Management
     Pilgrim Baxter & Associates
     Westport Asset Management, Inc.
INTERNATIONAL EQUITY
     FUND
     Scudder, Stevens & Clark, Inc.
     Lazard, Fr<*>eres & Co.
Fixed Income Funds:
MONEY MARKET FUND
     Morgan Guaranty Trust Company
     of New York
SHORT GOVERNMENT FUND
     Jennison Associates Capital Corp.
SHORT AND INTERMEDIATE
     BOND FUND
     Standish, Ayer & Wood, Inc.
INTERMEDIATE MORTGAGE
     FUND
Jennison Associates Capital Corp.
BOND FUND
     Loomis, Sayles & Company, Inc.
GLOBAL BOND FUND
     Rogge Global Partners




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