AMERICAN VARIABLE INSURANCE SERIES
497, 1997-06-03
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                         AMERICAN VARIABLE INSURANCE SERIES
 
                                     PART B
                        STATEMENT OF ADDITIONAL INFORMATION
 
                                  APRIL 1, 1997
                          (as amended June 3, 1997)    
 
     This document is not a prospectus but should be read in conjunction with
the current prospectuses of American Variable Insurance Series (the "Series")
dated April 1, 1997.  The prospectuses may be obtained from your investment
dealer or financial planner or by writing to the series at the following
address:
 
                         AMERICAN VARIABLE INSURANCE SERIES
                               Attention:  Secretary
                               333 South Hope Street
                               Los Angeles, CA  90071
                                 (213) 486-9200
 
 
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
ITEM                                                              PAGE NO.   
 
<S>                                                               <C>        
INVESTMENT POLICIES                                                1         
INVESTMENT RESTRICTIONS                                            8         
SERIES OFFICERS AND TRUSTEES                                      13         
TRUSTEE COMPENSATION                                              13         
MANAGEMENT                                                        17         
PRICE OF SHARES                                                   19         
DIVIDENDS, DISTRIBUTIONS AND FEDERAL TAXES                        20         
EXECUTION OF PORTFOLIO TRANSACTIONS                               21         
GENERAL INFORMATION                                               22         
APPENDIX                                                          24         
FINANCIAL STATEMENTS                                              ATTACHED   
</TABLE>
 
                              INVESTMENT POLICIES
 
     With respect to all funds, portfolio changes will be made without regard
to the length of time a particular investment may have been held.  Under
certain market conditions, the investment polices of the Asset Allocation Fund,
the Bond Fund, the High-Yield bond Fund, and the U.S. Government/AAA-Rated
Securities Fund may result in higher portfolio turnover than those of the other
funds, although no fund's annual portfolio turnover rate is expected to exceed
100%.  A 100% annual portfolio turnover rate would occur, for example, if all
the investments in a fund's portfolio (exclusive of securities with less than
one year to maturity) were replaced in a period of one year.  High portfolio
turnover involves correspondingly greater brokerage commissions, to the extent
such commissions are payable, and other transaction costs, which will be borne
directly by the fund involved.
 
     Under normal market conditions, the Global Growth Fund will invest in
issuers domiciled in at least three countries, with no more than 40% of its
assets invested in issuers domiciled in any one country.  (For clarification
purposes, the 40% limit excludes cash and cash equivalents.)
 
GLOBAL GROWTH FUND, GROWTH FUND, GROWTH-INCOME FUND, ASSET ALLOCATION FUND,
BOND FUND AND HIGH-YIELD BOND FUND
 
CERTAIN RISK FACTORS RELATING TO HIGH-YIELD, HIGH-RISK SECURITIES:
 
SENSITIVITY TO INTEREST RATE AND ECONOMIC CHANGES - High-yield, high-risk
securities can be sensitive to adverse economic changes and corporate
developments.  During an economic downturn or substantial period of rising
interest rates, highly leveraged issuers may experience financial stress that
would adversely affect their ability to service their principal and interest
payment obligations, to meet projected business goals, and to obtain additional
financing.  If the issuer of a bond defaulted on its obligations to pay
interest or principal or entered into bankruptcy proceedings, a fund may incur
losses or expenses in seeking recovery of amounts owed to it.  In addition,
periods of economic uncertainty and changes can be expected to result in
increased volatility of market prices and yields of high-yield, high-risk bonds
and each fund's net asset value.
 
PAYMENT EXPECTATIONS - High-yield, high-risk bonds may contain redemption or
call provisions.  If an issuer exercised these provisions in a declining
interest rate market, a fund would have to replace the security with a lower
yielding security, resulting in a decreased return for investors.  Conversely,
the value of  high-yield, high-risk bonds held by each fund will decrease in a
rising interest rate market, as will the value of each fund's assets.  If a
fund experiences unexpected net redemptions, this may force it to sell
high-yield, high-risk bonds without regard to their investment merits, thereby
decreasing the asset base upon which expenses can be spread and possibly
reducing each fund's rate of return.
 
LIQUIDITY AND VALUATION - There may be little trading in the secondary market
for particular bonds, which may affect adversely a fund's ability to value
accurately or dispose of such bonds.  Adverse publicity and investor
perceptions, whether or not based on fundamental analysis, may decrease the
values and liquidity of high-yield, high-risk bonds, especially in a thin
market.
 
GLOBAL GROWTH FUND, GROWTH FUND, INTERNATIONAL FUND, ASSET ALLOCATION FUND,
BOND FUND AND HIGH-YIELD BOND FUND
 
CURRENCY TRANSACTIONS -- The Global Growth Fund, the Growth Fund, the
International Fund, the Bond Fund and the High-Yield Bond Fund have the ability
to enter into forward currency contracts to protect against changes in currency
exchange rates.  A forward currency contract is an obligation to purchase or
sell a specific currency at a future date and price, both of which are set at
the time of the contract.  The funds intend to enter into forward currency
contracts solely to hedge into the U.S. dollar its exposure to other
currencies.  The fund will segregate liquid assets which will be marked to
market daily to meet its forward contract commitments to the extent required by
the Securities and Exchange Commission.
 
     The Growth Fund and the Asset Allocation Fund do not currently intend to
engage in any transactions other than purchasing and selling currencies and
foreign exchange contracts which will be used to facilitate settlement of
trades.
 
     The Bond Fund and the High-Yield Bond Fund may enter into the transactions
described above and may also enter into exchange-traded futures contracts
relating to foreign currencies ("currency contracts") in connection with
investments in securities of foreign issuers in anticipation of, or to protect
against, fluctuations in exchange rates.  In addition, forward currency
contracts may be used by these funds to purchase or sell a currency against
another currency at a future date and price as agreed upon by the parties.  An
exchange-traded futures contract relating to foreign currency is similar to a
forward foreign currency contract but has a standardized size and exchange
date.  Although currency contracts typically will involve the purchase and sale
of a currency against the U.S. dollar, these funds also may enter into currency
contracts not involving the U.S. dollar.  In connection with these futures
transactions, the Series has filed a notice of eligibility with the Commodities
Futures Trading Association ("CFTC") that exempts the Series from CFTC
registration as a "commodity pool operator" as defined under the Commodities
Exchange Act.  Pursuant to this notice, these funds will observe certain CFTC
guidelines with respect to its futures transactions that, among other things,
limit initial margin deposits in connection with the use of futures contracts
and related options for purposes other than "hedging" (as defined by CFTC
rules) to 5% of a fund's net assets.
 
     The Bond Fund and the High-Yield Bond Fund may attempt to accomplish
objectives similar to those involved in their use of currency contracts by
purchasing put or call options on currencies.  A put option gives a fund, as
purchaser, the right (but not the obligation) to sell a specified amount of
currency at the exercise price until the expiration of the option.  A call
option gives a fund, as purchaser, the right (but not the obligation) to
purchase a specified amount of currency at the exercise price until its
expiration.  The funds might purchase a currency put option, for example, to
protect themselves during the contract period against a decline in the U.S.
dollar value of a currency in which they hold or anticipate holding securities. 
If the currency's value should decline against the U.S. dollar, the loss in
currency value should be offset, in whole or in part, by an increase in the
value of the put.  If the value of the currency instead should rise against the
U.S. dollar, any gain to the funds would be reduced by the premium they had
paid for the put option.  A currency call option might be purchased, for
example, in anticipation of, or to protect against, a rise in the value against
the U.S. dollar of a currency in which the funds anticipate purchasing
securities.
 
     Currency options may be either listed on an exchange or traded
over-the-counter ("OTC options").  Listed options are third-party contracts
(I.E., performance of the obligations of the purchaser and seller is guaranteed
by the exchange or clearing corporation) and have standardized strike
(exercise) prices and expiration dates.  OTC options are two-party contracts
with negotiated strike prices and expiration dates.  The High-Yield Bond Fund
and Bond Fund will not purchase an OTC option unless it is believed that daily
valuations for such options are readily obtainable.  OTC options differ from
exchange-traded options in that OTC options are transacted with dealers
directly and not through a clearing corporation which guarantees performance. 
Consequently, there is a risk of non-performance by the dealer.  Since no
exchange is involved, OTC options are valued on the basis of a quote provided
by the dealer.  In the case of OTC options, there can be no assurance that a
liquid secondary market will exist for any particular option at any specific
time.
 
     Certain provisions of the Internal Revenue code may limit the extent to
which the fund may enter into forward contracts.  Such transactions may also
affect, for U.S. federal tax purposes, the character and timing of income, gain
or loss recognized by the fund.
 
ASSET ALLOCATION FUND, BOND FUND AND U.S. GOVERNMENT/AAA-RATED SECURITIES FUND
 
GNMA CERTIFICATES, FNMA AND FHLMC MORTGAGE-BACKED OBLIGATIONS, AND OTHER
MORTGAGE-RELATED SECURITIES -- The funds may purchase certificates issued by
the Government National Mortgage Association ("GNMA") and the U.S.
Government/AAA-Rated Securities Fund expects to invest substantially in these
securities.  GNMA certificates are mortgage-backed securities representing part
ownership of a pool of mortgage loans on which timely payment of interest and
principal is guaranteed by the full faith and credit of the U.S. Government.  A
pool of these mortgages is assembled and, after being approved by GNMA, is
offered to investors through securities dealers.  GNMA certificates differ from
typical bonds because principal is repaid monthly over the term of the loan
rather than returned in a lump sum at maturity.  Because both interest and
principal payments (including prepayments) on the underlying mortgage loans are
passed through to the holder of the certificate, GNMA certificates are called
"pass-through" securities.
 
     The Federal National Mortgage Association ("FNMA"), a federally chartered
and privately-owned corporation, issues pass-through securities representing
interests in a pool of conventional mortgage loans.  FNMA guarantees the timely
payment of principal and interest, but this guarantee is not backed by the full
faith and credit of the U.S. Government.  The Federal Home Loan Mortgage
Corporation ("FHLMC"), a corporate instrumentality of the U.S. Government,
issues participation certificates which represent an interest in a pool of
conventional mortgage loans.  FHLMC guarantees the timely payment of interest
and the ultimate collection of principal and maintains reserves to protect
holders against losses due to default, but the certificates are not backed by
the full faith and credit of the U.S. Government.  As is the case with GNMA
certificates, the actual maturity of and realized yield on particular FNMA and
FHLMC pass-through securities will vary based on the prepayment experience of
the underlying pool of mortgages.
 
     The funds may invest in mortgage-related securities issued by financial
institutions such as commercial banks, savings and loan associations, mortgage
bankers and securities broker-dealers (or separate trusts or affiliates of such
institutions established to issue the securities) including collateralized
mortgage obligations ("CMO's") and mortgage-backed bonds.  CMO's (including
real estate mortgage investment conduits as authorized under the Internal
Revenue Code of 1986, as amended) are issued in series that are made up of a
group of bonds that together are fully collateralized directly or indirectly by
a pool of mortgages on which the payments of principal and interest are
dedicated to payment of principal and interest on the bonds in the series. 
Each class of bonds in the series may have a different maturity than the other
classes of bonds in the series, bear a different coupon and have a different
priority in receiving payments.  The different maturities come from the fact
that all principal payments, both regular principal payments as well as any
prepayment of principal, are passed through first to the holders of the class
with the shortest maturity until it is completely retired.  Thereafter,
principal payments are passed through to the next class of bonds in the series,
until all the classes have been paid off.  As a result, an acceleration in the
rate of prepayments that may be associated with declining interest rates
shortens the expected life of each class, with the greatest impact on those
classes with the shortest maturities.  Similarly, should the rate of
prepayments slow down, as may happen in times of rising interest rates, the
expected life of each class lengthens, again with the greatest impact on those
classes with the shortest maturities.  In the case of some CMO series, each
class may receive a differing proportion of the monthly interest and principal
repayments on the underlying collateral.  In these series the classes having
proportionally greater interests in principal repayments generally would be
more affected by an acceleration (or slowing) in the rate of prepayments.
 
     Mortgage-backed bonds are general obligations of the issuer fully
collateralized directly or indirectly by a pool of mortgages.  The mortgages
serve as collateral for the issuer's payment obligations on the bonds, but
interest and principal payments on the mortgages are not passed through either
directly (as with GNMA certificates and FNMA and FHLMC pass-through securities)
or on a modified basis (as with CMO's).  Accordingly, a change in the rate of
prepayments on the pool of mortgages could change the effective maturity of a
CMO but not that of a mortgage-backed bond (although, like many bonds,
mortgage-backed bonds can provide that they are callable by the issuer prior to
maturity).
 
BOND FUND AND U.S. GOVERNMENT/AAA-RATED SECURITIES FUND
 
REVERSE REPURCHASE AGREEMENTS -- Although the Bond Fund and the U.S.
Government/AAA-Rated Securities Fund have no current intention of doing so
during the next 12 months, each fund is authorized to enter into reverse
repurchase agreements.  A reverse repurchase agreement is the sale of a
security by a fund and its agreement to repurchase the security at a specified
time and price.  Each fund will maintain in a segregated account with its
custodian cash, cash equivalents or U.S. Government securities in an amount
sufficient to cover its obligations under reverse repurchase agreements with
broker-dealers (but no collateral is required on reverse repurchase agreements
with banks).  Under the Investment Company Act of 1940 (the "1940 Act"),
reverse repurchase agreements may be considered borrowings by a fund.  The use
of reverse repurchase agreements by a fund creates leverage which increases the
fund's investment risk.  As a fund's aggregate commitments under these reverse
repurchase agreements increase, the opportunity for leverage similarly
increases.  If the income and gains on securities purchased with the proceeds
of reverse repurchase agreements exceed the costs of the agreements, a fund's
earnings or net asset value will increase faster than otherwise would be the
case; conversely, if the income and gains fail to exceed the costs, a fund's
earnings or net asset value would decline faster than otherwise would be the
case.
 
ASSET ALLOCATION FUND, BOND FUND, HIGH-YIELD BOND FUND, AND U.S.
GOVERNMENT/AAA-RATED SECURITIES FUND
 
LOANS OF PORTFOLIO SECURITIES -- Although the Asset Allocation Fund, the Bond
Fund, the High-Yield Bond Fund and the U.S. Government/AAA-Rated Securities
Fund have no current intention of doing so during the next 12 months, these
funds are authorized to lend portfolio securities to selected securities
dealers or other institutional investors whose financial condition is monitored
by Capital Research and Management Company (the "Investment Adviser").  The
borrower must maintain with the Series' custodian collateral consisting of
cash, cash equivalents or U.S. Government securities equal to at least 100% of
the value of the borrowed securities, plus any accrued interest.  The
Investment Adviser will monitor the adequacy of the collateral on a daily
basis.  Each fund may at any time call a loan of its portfolio securities and
obtain the return of the loaned securities.  Each fund will receive any
interest paid on the loaned securities and a fee or a portion of the interest
earned on the collateral.  Each fund will limit its loans of portfolio
securities to an aggregate of 10% of the value of its total assets, determined
at the time any such loan is made.
 
PORTFOLIO TRADING OF FIXED-INCOME SECURITIES -- The funds intend to engage in
portfolio trading of fixed-income securities when it is believed that the sale
of a fixed-income security owned and the purchase of another security of better
value can enhance principal and/or increase income.  A security may be sold to
avoid any prospective decline in market value in light of what is evaluated as
an expected rise in prevailing yields, or a security may be purchased in
anticipation of a market rise (a decline in prevailing yields).  A security
also may be sold and a comparable security purchased coincidentally in order to
take advantage of what is believed to be a disparity in the normal yield and
price relationship between the two securities.
 
"ROLL" TRANSACTIONS -- Although the Asset Allocation Fund, the High-Yield Bond
Fund, the Bond Fund and the U.S. Government/AAA-Rated Securities Fund have no
current intention of doing so during the next 12 months, these funds may engage
in "roll" transactions.  A "roll" transaction is the sale of GNMA certificates
or other securities together with a commitment to purchase similar, but not
identical, securities at a future date.  The funds intend to treat "roll"
transactions as two separate transactions; one involving the purchase of a
security and a separate transaction involving the sale of a security.  Since
the funds do not intend to enter into "roll" transactions for financing
purposes, they may treat these transaction as not falling within the definition
of "borrowing" set forth in Section 2(a)(23) of the 1940 Act.  As a fund's
aggregate commitments under these transactions increase, the opportunity for
leverage similarly may increase; however, it is not the intent of the fund to
engage in these transactions for leveraging purposes. In addition, a fund may
enter into other purchase and sale transactions involving securities which are
not settled in the ordinary course of business and under various terms when to
do so is in the best interest of the fund.
 
A fund will segregate liquid assets, which will be marked to market daily, in
an amount sufficient to meet its payment obligations in these transactions.
Although these transactions will not be entered into for leveraging purposes,
to the extent a fund's aggregate commitments under these transactions exceed
its holdings of cash and securities that do not fluctuate in value (such as
short-term money market instruments), the funds temporarily will be in a
leveraged position (i.e., it will have an amount greater than its net assets
subject to market risk). Should market values of the funds' portfolio
securities decline while the funds are in a leveraged position, greater
depreciation of its net assets would likely occur than were it not in such a
position.  A fund will not borrow money to settle these transactions and,
therefore, will liquidate other portfolio securities in advance of settlement
if necessary to generate additional cash to meet its obligations thereunder.
 
BOND FUND AND HIGH-YIELD BOND FUND
 
LOAN PARTICIPATIONS -- The High-Yield Bond Fund and the Bond Fund may each
invest up to 10% of its assets in loan participations.  These participations,
which can also include loan assignments,  typically involve loans made by a
syndicate of banks to U.S. and non-U.S. corporate or governmental borrowers for
a variety of purposes which may be secured or unsecured, and will vary in term
and legal structure.  Typically, price quotations with respect to loan
participations are available from the originating bank (the bank that makes the
underlying loan).  The originating bank also serves as the market maker for the
resale of loan participations.  When purchasing such instruments, a fund may
assume the credit risks associated with the original bank lender as well as the
credit risks associated with the borrower.  In addition, if the loan is
foreclosed, a fund could be part owner of any collateral, and could bear the
costs and liabilities of owning and disposing of the collateral.  Loan
participations generally are not rated by major rating agencies and may not be
protected by the securities laws.  Also, loan participations may be liquid or
illiquid.  To the extent these instruments are illiquid, a fund may have
difficulty determining their value or selling the instruments as generally
there is no secondary market.  A fund will purchase these instruments only to
the extent that such a purchase would be consistent with its investment
policies regarding debt securities and/or illiquid securities.
 
     In determining whether to purchase a particular loan participation, the
Investment Adviser will take into account all relevant factors including the
instrument's potential volatility, liquidity and risks (including whether the
fund could be put in an undesirable position as lender and/or owner of
collateral).
 
   ASSET ALLOCATION FUND, BOND FUND AND HIGH-YIELD BOND FUND    
 
   REINSURANCE RELATED NOTES AND BONDS - The funds may invest in reinsurance
related notes and bonds.  These instruments, which are typically issued by
special purpose reinsurance companies, transfer an element of insurance risk to
the note or bond holders.  For example, the reinsurance company would not be
required to repay all or a portion of the principal value of the notes or bonds
if losses due to a catastrophic event under the policy (such as a major
hurricane) exceed certain dollar thresholds.  Consequently, each fund may lose
the entire amount of its investment in such bonds or notes if such an event
occurs and losses exceed certain dollar thresholds.  In this instance,
investors would have no recourse against the insurance company.  These
instruments may be issued with fixed or variable interest rates and rated in a
variety of credit quality categories by the rating agencies.    
 
CASH MANAGEMENT FUND
 
     The Cash Management Fund seeks to achieve its investment objective by
investing in a diversified selection of money market instruments, and the other
funds generally will invest a portion of their assets in money market
instruments.  These money market instruments include the following:
 
COMMERCIAL PAPER: Commercial paper is short-term notes (up to nine months)
issued by companies or governmental bodies.  The Cash Management Fund may only
purchase commercial paper judged by the Investment Adviser to be of suitable
investment quality.  This includes (a) commercial paper that is rated in the
two highest categories by Standard & Poor's Corporation and by Moody's
Investors Service, Inc. or (b) other commercial paper deemed on the basis of
the issuer's creditworthiness to be of a quality appropriate for the Cash
Management Fund.  (No more than 5% of the Cash Management Fund's assets may be
invested in commercial paper rated in the second highest rating category by
either Moody's or Standard & Poor's; no more than the greater of 1% of the Cash
Management Fund's assets or $1 million may be invested in such securities of
any one issuer.)  See the Appendix for a description of the ratings. 
 
     The commercial paper in which the Cash Management Fund may invest includes
variable amount master demand notes.  Variable amount master demand notes
permit the Cash Management Fund to invest varying amounts at fluctuating rates
of interest pursuant to the agreement in the master note. These are direct
lending obligations between the lender and borrower, they are generally not
traded, and there is no secondary market.  Such instruments are payable with
accrued interest in whole or in part on demand.  The amounts of the instruments
are subject to daily fluctuations as the participants increase or decrease the
extent of their participations.  Investments in these instruments are limited
to those that have a demand feature enabling the Cash Management Fund
unconditionally to receive the amount invested from the issuer upon seven or
fewer days' notice.  (Generally, the Cash Management Fund attempts to invest in
instruments having a one-day notice provision).  In connection with master
demand note arrangements, the Investment Adviser, subject to the direction of
the Trustees, monitors on an ongoing basis the earning power, cash flow, and
other liquidity ratios of the borrower and its ability to pay principal and
interest on demand.  The Investment Adviser also considers the extent to which
the variable amount master demand notes are backed by bank letters of credit. 
These notes generally are not rated by Moody's or Standard & Poor's.  The Cash
Management Fund may invest in them only if it is deemed that at the time of
investment the notes are of comparable quality to the other commercial paper in
which the Cash Management Fund may invest.  Master demand notes are considered
to have a maturity equal to the repayment notice period unless the Investment
Adviser has reason to believe that the borrower could not make timely repayment
upon demand.
 
COMMERCIAL BANK OBLIGATIONS: Commercial bank obligations are certificates of
deposit (interest-bearing time deposits), bankers acceptances (time drafts
drawn on a commercial bank where the bank accepts an irrevocable obligation to
pay at maturity) representing direct or contingent obligations of commercial
banks with assets in excess of $1 billion, based on latest published reports,
or other obligations issued by commercial banks with assets of less than $1
billion if the principal amount of such obligation is fully insured by the U.S.
Government.
 
CORPORATE BONDS AND NOTES:  The Cash Management Fund may purchase corporate
obligations that mature or that may be redeemed in one year or less.  These
obligations originally may have been issued with maturities in excess of one
year.  The Cash Management Fund may invest only in corporate bonds or notes of
issuers having outstanding short-term securities rated as described above in
"Commercial Paper."
 
SAVINGS ASSOCIATION OBLIGATIONS:  Certificates of deposit (interest-bearing
time deposits) issued by savings banks or savings and loan associations that
have assets in excess of $1 billion, based on latest published reports, or
obligations issued by institutions with assets of less than $1 billion if the
principal amount of such obligation is fully insured by the U.S. Government.
 
FLOATING RATE OBLIGATIONS:  These securities have a coupon rate that changes at
least annually and generally more frequently.  The coupon rate is set in
relation to money market rates.  The obligations, issued primarily by banks,
other corporations, governments and semi-governmental bodies, may have a
maturity in excess of one year.  In some cases, the coupon rate may vary with
changes in the yield on Treasury bills or notes or with changes in LIBOR
(London Interbank Offering Rate).  The Investment Adviser considers floating
rate obligations to be liquid investments because a number of U.S. and non-U.S.
securities dealers make active markets in these securities.
 
                            INVESTMENT RESTRICTIONS
 
     The Series has adopted certain investment restrictions for each fund which
are fundamental policies and cannot be changed without approval by a majority
of the fund's outstanding shares.  Such majority is defined by the 1940 Act as
the vote of the lesser of (i) 67% or more of the outstanding shares of the fund
present at a meeting, if the holders of more than 50% of the outstanding voting
securities of the fund are present in person or by proxy, or (ii) more than 50%
of the outstanding voting securities of the fund.  All percentage limitations
expressed in the following investment restrictions are measured immediately
after the relevant transaction is made.
 
INVESTMENT RESTRICTIONS OF THE GLOBAL GROWTH FUND, GROWTH FUND, INTERNATIONAL
FUND, GROWTH-INCOME FUND, ASSET ALLOCATION FUND, BOND FUND AND HIGH-YIELD BOND
 
     The Global Growth Fund, Growth Fund, International Fund, Growth-Income
Fund, Asset Allocation Fund, Bond Fund and High-Yield Bond Fund may not:
 
 1.  Invest more than 5% of the value of the total assets of the fund in the
securities of any one issuer, provided that this limitation shall apply only to
75% of the value of the fund's total assets and, provided further, that the
limitation shall not apply to obligations of the government of the U.S. under a
general Act of Congress.  The short-term obligations of commercial banks are
excluded from this 5% limitation with respect to 25% of the fund's total
assets.
 
 2.  As to 75% of its total assets, purchase more than 10% of the outstanding
voting securities of an issuer.
 
 3.  Invest more than 25% of the fund's total assets in the securities of
issuers in the same industry.  Obligations of the U.S. Government, its agencies
and instrumentalities, are not subject to this 25% limitation on industry
concentration.  In addition, the fund may, if deemed advisable, invest more
than 25% of its assets in the obligations of domestic commercial banks.
 
 4.  Enter into any repurchase agreement maturing in more than seven days or
invest in any other illiquid security if, as a result, more than 10% of the
fund's total assets would be so invested.
 
 5.  Invest in real estate (including limited partnership interests, but
excluding securities of companies, such as real estate investment trusts, which
deal in real estate or interests therein).
 
 6.  Purchase commodities or commodity contracts; except that the International
Fund, Asset Allocation Fund, High-Yield Bond Fund and Bond Fund may engage in
transactions involving currencies (including forward or futures contracts and
put and call options).
 
 7.  Invest in companies for the purpose of exercising control or management.
 
 8.  Make loans to others except for (a) the purchase of debt securities; (b)
entering into repurchase agreements; (c) the loaning of its portfolio
securities; and (d) entering into loan participations.
 
 9.  Borrow money, except from banks for temporary purposes, and then in an
amount not in excess of 5% of the value of the fund's total assets.  Moreover,
in the event that the asset coverage for such borrowings falls below 300%, the
fund will reduce, within three days, the amount of its borrowings in order to
provide for 300% asset coverage.
 
 10. Purchase securities on margin.
 
 11. Pledge or hypothecate the fund's assets.
 
 12. Sell securities short, except to the extent that the fund
contemporaneously owns, or has the right to acquire at no additional cost,
securities identical to those sold short.
 
 13. Invest in puts, calls, straddles, spreads or any combination thereof;
except as described above in Investment Restriction number 6.
 
 14. Purchase or sell securities of other investment companies (except in
connection with a merger, consolidation, acquisition or reorganization).
 
 15.  Engage in underwriting of securities issued by others, except to the
extent it may be deemed to be acting as an underwriter in the purchase or
resale of portfolio securities.
 
     Notwithstanding investment restriction number 14, the funds may invest in
securities of other managed investment companies if deemed advisable by its
officers in connection with the administration of a deferred compensation plan
adopted by Trustees pursuant to an exemptive order granted by the Securities
and Exchange Commission.
 
     Notwithstanding investment restriction number 15, the funds may not engage
in the business of underwriting securities of other issuers, except to the
extent that the disposal of an investment position may technically constitute
the fund an underwriter as that term is defined under the Securities Act of
1933.
 
     The Global Growth Fund, International Fund and High-Yield Bond Fund may
not invest more than 10% of the value of their total assets in securities which
are restricted as to resale; the Growth Fund, Growth-Income Fund and Asset
Allocation Fund may not invest more than 5% of the value of their respective
total assets in securities which are restricted as to resale.  (Rule 144A
securities and Section 4(2) commerical paper, as defined in the Securities Act
of 1933, are excluded from these investment limits.)  As a condition to the
acquisition of the type of securities mentioned herein, the funds will
ordinarily require that the issuer of such securities agree to bear the
expenses of registration under the Securities Act of 1933, if and when the
funds desire to sell such securities.  The need to effect such registration
could result in a delay in disposing of such securities.  These policies of the
Series are not deemed fundamental policies and therefore may be changed without
shareholder approval.
 
     To the extent a fund invests in non-U.S. securities, the Series has
undertaken to the California Department of Insurance (which regulates certain
contracts that use the Series as an underlying investment) to adhere to the
following guidelines with respect to such investments:
 
1. The fund will have no more than 20% of its net asset value invested in
securities of issuers located in any one country.  An additional 15% of the
fund's assets may be invested in securities of issuers located in any one of
the following countries:  Australia, Canada, France, Japan, the United Kingdom
or the former West Germany.
 
2. The fund will be invested in a minimum of five different non-U.S. countries
at all times.  However, this minimum is reduced to four countries when non-U.S.
investments comprise less than 80% of the fund's net asset value; to three
countries when less than 60%; to two countries when less than 40%; and to one
country when less than 20%.
 
INVESTMENT RESTRICTIONS OF THE U.S. GOVERNMENT/AAA-RATED SECURITIES FUND
 
     The U.S. Government/AAA-Rated Securities Fund may not:
 
 1.  Purchase any security (other than securities issued or guaranteed by the
U.S. Government or its agencies or instrumentalities ("U.S. Government
securities")) if, immediately after and as a result of such investment, more
than 5% of the value of the fund's total assets would be invested in securities
of the issuer.
 
 2.  Invest 25% or more of the value of its total assets in the securities of
issuers conducting their principal business activities in the same industry,
except that this limitation shall not apply to U.S. Government securities or
other securities to the extent they are backed by or represent interests in
U.S. Government securities or U.S. Government-guaranteed mortgages.
 
 3.  Invest in companies for the purpose of exercising control or management.
 
 4.  Knowingly purchase securities of other investment companies, except in
connection with a merger, consolidation, acquisition, or reorganization.
 
 5.  Buy or sell real estate or commodities or commodity contracts in the
ordinary course of its business; however, the fund may purchase or sell readily
marketable debt securities secured by real estate or interests therein or
issued by companies which invest in real estate or interests therein, including
real estate investment trusts.
 
 6.  Acquire securities subject to restrictions on disposition imposed by the
Securities Act of 1933, if, immediately after and as a result of such
acquisition, the value of such restricted securities and all other illiquid
securities held by the fund would exceed 10% of the value of the fund's total
assets.
 
 7.  Engage in the business of underwriting securities of other issuers, except
to the extent that the disposal of an investment position may technically cause
it to be considered an underwriter as that term is defined under the Securities
Act of 1933.
 
 8.  Make loans, except that the fund may:  (a) purchase readily marketable
debt securities; (b) invest in repurchase agreements; (c) make loans of
portfolio securities; and (d) enter into loan participations.  The fund will
not invest in repurchase agreements maturing in more than seven days if any
such investment, together with any illiquid securities (including securities
which are subject to legal or contractual restrictions on resale) held by the
fund, exceeds 10% of the value of its total assets.
 
 9.  Sell securities short, except to the extent that the fund
contemporaneously owns or has the right to acquire at no additional cost
securities identical to those sold short.
 
 10. Purchase securities on margin, except that the fund may obtain such
short-term credits as may be necessary for the clearance of purchases and sales
of securities.
 
 11. Borrow money, except from banks for temporary or emergency purposes not in
excess of 5% of the value of the fund's total assets, except that the fund may
enter into reverse repurchase agreements.
 
 12. Mortgage, pledge, or hypothecate any of its assets, provided that this
restriction shall not apply to the sale of securities pursuant to a reverse
repurchase agreement.
 
 13. Write, purchase or sell puts, calls or combinations thereof.
 
     Notwithstanding investment restriction number 4, the fund may invest in
securities of other managed investment companies if deemed advisable by its
officers in connection with the administration of a deferred compensation plan
adopted by Trustees pursuant to an exemptive order granted by the Securities
and Exchange Commission.
 
INVESTMENT RESTRICTIONS OF THE CASH MANAGEMENT FUND
 
     The Cash Management Fund may not:
 
 1.  Invest more than 5% of the value of the total assets of the fund in the
securities of any one issuer, provided that this limitation shall apply only to
75% of the value of the fund's total assets and, provided further, that the
limitation shall not apply to obligations of the government of the U.S. under a
general Act of Congress.  The short-term obligations of commercial banks are
excluded from this 5% limitation with respect to 25% of fund's total assets.
 
 2.  As to 75% of its total assets, purchase more than 10% of the outstanding
voting class of securities of an issuer.
 
 3.  Invest more than 25% of the fund's total assets in the securities of
issuers in the same industry.  Obligations of the U.S. Government, its agencies
and instrumentalities, are not subject to this 25% limitation on industry
concentration.  In addition, the fund may, if deemed advisable, invest more
than 25% of its assets in the obligations of domestic commercial banks.
 
 4.  Enter into any repurchase agreement maturing in more than seven days or
invest in any other illiquid security if, as a result, more than 10% of the
fund's total assets would be so invested.
 
 5.  Make loans to others except for the purchase of the debt securities listed
above.  The fund may enter into repurchase agreements as described above.
 
 6.  Borrow money, except from banks for temporary purposes, and then in an
amount not in excess of 5% of the value of the fund's total assets.  Moreover,
in the event that the asset coverage for such borrowings falls below 300%, the
fund will reduce within three days the amount of its borrowings in order to
provide for 300% asset coverage.
 
 7.  Pledge or hypothecate the fund's assets.
 
 8.  Sell securities short except to the extent that the fund contemporaneously
owns or has the right to acquire at no additional cost, securities identical to
those sold short.
 
 9.  Invest in puts, calls, straddles, spreads or any combination thereof.
 
 10. Purchase or sell securities of other investment companies (except in
connection with a merger, consolidation, acquisition or reorganization), real
estate or commodities.
 
 11. Act as underwriter of securities issued by others, engage in distribution
of securities for others, or make investments in other companies for the
purpose of exercising control or management.
 
     Notwithstanding investment restriction number 10, the fund may invest in
securities of other investment companies if deemed advisable by its officers in
connection with the administration of a deferred compensation plan adopted by
Trustees pursuant to an exemptive order granted by the Securities and Exchange
Commission.
 
     Notwithstanding investment restriction number 1 above, in order to comply
with Rule 2a-7 under the 1940 Act, the Cash Management Fund has adopted a
non-fundamental policy (that may be changed by the Board of Trustees without
shareholder approval) of investing no more than 5% of its assets (measured at
the time of purchase) in the securities of any one issuer (other than the U.S.
Government); provided however, that the Cash Management Fund may invest, as to
25% of its assets, more than 5% of its assets in certain high-quality
securities (as defined in the Rule) of a single issuer for a period of up to
three business days.  Investment restriction number 9 above does not prevent
the purchase by the Cash Management Fund of securities that have "put" or
"stand-by" commitment features.
 
     To the extent that any fund is used with a variable life insurance
contract sold in the state of California, it will limit its borrowing
activities to (1) 10% of net asset value when borrowing for any general purpose
and (2) 25% of net asset value when borrowing as a temporary measure to
facilitate redemptions.  For this purpose, reverse repurchase agreements shall
constitute borrowing.  This policy is not deemed a fundamental policy and
therefore may be changed without shareholder approval.
 
                          SERIES TRUSTEES AND OFFICERS
 
                      TRUSTEES AND TRUSTEE COMPENSATION
 
<TABLE>
<CAPTION>
NAME, ADDRESS        POSITION       PRINCIPAL            AGGREGATE              TOTAL                 TOTAL          
AND AGE              WITH           OCCUPATION(S)        COMPENSATION           COMPENSATION          NUMBER OF      
                     REGISTRANT     DURING PAST 5        (INCLUDING             (INCLUDING            FUND           
                                    YEARS                VOLUNTARILY            VOLUNTARILY           BOARDS         
                                    (POSITIONS           DEFERRED               DEFERRED              ON WHICH       
                                    WITHIN THE           COMPENSATION/1/)       COMPENSATION/1/)      TRUSTEE        
                                    ORGANIZATIONS        FROM                   FROM ALL FUNDS        SERVES/2/      
                                    LISTED MAY HAVE      SERIES DURING          MANAGED BY                           
                                    CHANGED DURING       FISCAL                 CAPITAL                              
                                    THIS PERIOD)         YEAR ENDED             RESEARCH AND                         
                                                         11/30/96               MANAGEMENT                           
                                                                                COMPANY                              
 
<S>                  <C>            <C>                  <C>                    <C>                   <C>            
Charles H.           Trustee        Private              $25,600/3/             $112,600              4              
Black                               investor and                                                                     
525 Alma Real                       consultant;                                                                      
Drive                               Former                                                                           
Pacific                             Executive Vice                                                                   
Palisades, CA                       President                                                                        
90272                               and Director,                                                                    
Age: 70                             Kaiser Steel                                                                     
                                    Corporation                                                                      
 
+H. Frederick        Trustee        Private              $24,400/3/             $149,900              18             
Christie                            Investor;                                                                        
P. O. Box 144                       Former                                                                           
Palos Verdes,                       President                                                                        
CA 90274                            and Chief                                                                        
Age: 63                             Executive                                                                        
                                    Officer, The                                                                     
                                    Mission Group                                                                    
                                    (non-utility                                                                     
                                    holding                                                                          
                                    Company,                                                                         
                                    subsidiary of                                                                    
                                    Southern                                                                         
                                    California                                                                       
                                    Edison Company)                                                                  
 
Joe E. Davis         Trustee        Private              $25,000                $25,000               1              
3436 Caribeth                       Investor;                                                                        
Drive                               Former                                                                           
Encino, CA                          Chairman,                                                                        
91436                               Linear                                                                           
Age: 62                             Corporation;                                                                     
                                    former                                                                           
                                    President and                                                                    
                                    Chief Executive                                                                  
                                    Officer,                                                                         
                                    National Health                                                                  
                                    Enterprises,                                                                     
                                    Inc.                                                                             
 
Martin Fenton,       Trustee        Chairman,            $24,400                $121,000              16             
Jr.                                 Senior Resource                                                                  
4350 Executive                      Group                                                                            
Drive                               (management of                                                                   
Suite 101                           senior living                                                                    
San Diego, CA                       centers)                                                                         
92123                                                                                                                
Age: 61                                                                                                              
 
++Richard H. M.      Trustee        Retired.             $21,100                $58,800               4              
Holmes                              Former Vice                                                                      
580 Laurent                         President,                                                                       
Road                                Capital                                                                          
Hillsborough,                       Research and                                                                     
CA 94010                            Management                                                                       
Age: 71                             Company                                                                          
 
Mary Myers           Trustee        Founder and          $23,800/3/             $75,500               4              
Kauppila                            President,                                                                       
286 Congress                        Energy                                                                           
Street                              Investment,                                                                      
Boston, MA                          Inc.                                                                             
02110                                                                                                                
Age: 42                                                                                                              
 
Kirk P.              Trustee        President,           $10,444/3/             $48,284               5              
Pendleton                           Cairnwood, Inc.                                                                  
Cairnwood, Inc.                                                                                                      
75 James Way                                                                                                         
Southampton, PA                                                                                                      
18966                                                                                                                
Age: 57                                                                                                              
 
@James F.            President      President and        none/4/                none/4/               1              
Rothenberg           and            Director,                                                                        
333 South Hope       Trustee        Capital                                                                          
Street                              Research and                                                                     
Los Angeles, CA                     Management                                                                       
90071                               Company                                                                          
Age: 50                                                                                                              
 
@Thomas E.           Chairman       Retired.             none/4/                none/4/               3              
Terry                of             Former Vice                                                                      
6034 S.              the Board      President and                                                                    
Highlands                           Secretary,                                                                       
Avenue                              Capital                                                                          
Madison, WI                         Research and                                                                     
53705                               Management                                                                       
Age: 59                             Company                                                                          
 
</TABLE>
 
 
+ May be deemed an "interested person" within the meaning of the Investment
Company Act of 1940 (the "1940 Act") due to membership on the board of
directors of the parent company of a registered broker-dealer.
 
++ Not considered an "interested person" within the meaning of the 1940 Act,
but he does not participate on the Contracts or Nominating Committees due to
his former affiliation with the Investment Adviser.
 
@ Trustees who are "interested persons" within the meaning of the 1940 Act on
the basis of their affiliation with the Investment Adviser.
 
/1/ Amounts may be deferred by eligible trustees under a non-qualified deferred
compensation plan adopted by the Series in 1993.  Deferred amounts accumulate
at an earnings rate determined by the total return of one or more funds in The
American Funds Group as designated by the Trustee.
 
/2/ Capital Research and Management Company manages The American Funds Group
consisting of 28 funds:  AMCAP Fund, Inc., American Balanced Fund, Inc.,
American High-Income Municipal Bond Fund, Inc., American High-Income Trust,
American Mutual Fund, Inc., The Bond Fund of America, Inc., The Cash Management
Trust of America, Capital Income Builder, Inc., Capital World Growth and Income
Fund, Inc., Capital World Bond Fund, Inc., EuroPacific Growth Fund, Fundamental
Investors, Inc., The Growth Fund of America, Inc., The Income Fund of America,
Inc., Intermediate Bond Fund of America, The Investment Company of America,
Limited Term Tax-Exempt Bond Fund of America, The New Economy Fund, New
Perspective Fund, Inc., SMALLCAP World Fund, Inc., The Tax-Exempt Bond Fund of
America, Inc., The Tax-Exempt Fund of California,  The Tax-Exempt Fund of
Maryland,  The Tax-Exempt Fund of Virginia,  The Tax-Exempt Money Fund of
America, The U. S. Treasury Money Fund of America, U.S. Government Securities
Fund and Washington Mutual Investors Fund, Inc.  Capital Research and
Management Company also manages Anchor Pathway Fund which serves as the
underlying investment vehicle for certain variable insurance contracts; and
Bond Portfolio for Endowments, Inc. and Endowments, Inc. whose shares may be
owned only by tax-exempt organizations.  These amounts reflect the aggregate
compensation paid during the most recent fiscal year of the funds involved.
 
/3/ Since the plan's adoption, the total amount of deferred compensation
accrued by the Series (plus earnings thereon) for participating Trustees is as
follows: Charles H. Black ($3,054); H . Frederick Christie ($30,542); Mary
Myers Kauppila ($79,916) and Kirk P. Pendleton ($1,569).  Amounts deferred and
accumulated earnings thereon are not funded and are general unsecured
liabilities of the Series until paid to the Trustee.
 
/4/ James F. Rothenberg and Thomas E. Terry are affiliated with the Investment
Adviser and, accordingly, receive no remuneration from the Series.
 
                                  OFFICERS
          (with their principal occupations during the past five years)#
 
<TABLE>
<CAPTION>
NAME AND ADDRESS                  AGE    POSITION(S) WITH           PRINCIPAL OCCUPATION(S)       
                                         REGISTRANT                 DURING PAST 5 YEARS        
 
<S>                              <C>     <C>                        <C>                                        
Thomas E. Terry                  59      Chairman of the Board      Retired.  Former Vice President and        
6048 S. Highlands Avenue                                            Secretary, Capital Research and            
Madison, WI 53705                                                   Management Company                         
 
James F. Rothenberg              50      President and Trustee      President and Director, Capital            
333 South Hope Street                                               Research and Management Company            
Los Angeles, CA  90071                                                                                         
 
James K. Dunton                  59      Senior Vice President      Senior Vice President and Director,        
333 South Hope Stree                                                Capital Research and Management            
Los Angeles, CA  90071                                              Company                                    
 
Abner D. Goldstine               67      Senior Vice President      Senior Vice President and Director,        
11100 Santa Monica                                                  Capital Research and Management            
Boulevard                                                           Company                                    
Los Angeles, CA 90025                                                                                          
 
Michael J. Downer                42      Vice President             Vice President - Fund Business             
333 South Hope Street                                               Management Group, Capital Research         
Los Angeles,  CA 90071                                              and Management Company                     
 
Claudia P. Huntington            45      Vice President             Senior Vice President, Capital             
333 South Hope Street                                               Research Company                           
Los Angeles, CA  90071                                                                                         
 
Steven N. Kearsley               55      Vice President             Vice President and Treasurer,              
135 South State College                                             Capital Research and Management            
Blvd.                                                               Company                                    
Brea, CA  92821                                                                                                
 
Dina N. Perry                    51      Vice President             Vice President, Capital Research and       
333 South Hope Street                                               Management Company                         
Los Angeles, CA  90071                                                                                         
 
John H. Smet                     40      Vice President             Vice President, Capital Research and       
11100 Santa Monica                                                  Management Company                         
Boulevard                                                                                                      
Los Angeles, CA 90025                                                                                          
 
Chad L. Norton                   36      Secretary                  Vice President - Fund Business             
333 South Hope Street                                               Managment Group, Capital Research          
Los Angeles, CA 90071                                               and Management Company                     
 
Robert P. Simmer                 36      Treasurer                  Vice President - Fund Business             
5300 Robin Hood Road                                                Managment Group, Capital Research          
Norfolk, VA 23513                                                   and Management Company                     
 
Sheryl F. Johnson                28      Assistant Treasurer        Assistant Vice President - Fund            
5300 Robin Hood Road                                                Business Management Group, Capital         
Norfolk, VA 23513                                                   Research and Management Company            
 
</TABLE>
 
 
# Positions within the organizations listed may have changed during this
period.
 
     All of the Trustees and officers also are officers or employees of the
Investment Adviser or affiliated companies.  No compensation is paid by the
Series to any officer or Trustee who is a director, officer or employee of the
Investment Adviser or affiliated companies.  The Series pays fees of $20,000
per annum to Trustees who are not affiliated with the Investment Adviser, plus
$1,500 for each Board of Trustees meeting attended, plus $600 for each meeting
attended as a member of a committee of the Board of Trustees.  The Trustees may
elect, on a voluntary basis, to defer all or a portion of these fees through a
deferred compensation plan in effect for the Series.  The Series also
reimburses certain expenses of the Trustees who are not affiliated with the
Investment Adviser.  
 
                                   MANAGEMENT
 
INVESTMENT ADVISER -  The Investment Adviser, founded in 1931, maintains
research facilities in the U.S. and abroad (Los Angeles, San Francisco, New
York, Washington D.C., London, Geneva, Hong Kong, Singapore and Tokyo), with a
staff of professionals, many of whom have a number of years of investment
experience.  The Investment Adviser is located at 333 South Hope Street, Los
Angeles, CA 90071, and at 135 South State College Boulevard, Brea, CA 92821. 
The Investment Adviser's professionals travel several million miles a year,
making more than 5,000 research visits in more than 50 countries around the
world.  The Investment Adviser believes that it is able to attract and retain
quality personnel.  The Investment Adviser is a wholly owned subsidiary of The
Capital Group Companies, Inc.
 
     An affiliate of the Investment Adviser compiles indices for major stock
markets around the world and compiles and edits the Morgan Stanley Capital
International Perspective, providing financial and market information about
more than 2,400 companies around the world.
 
     The Investment Adviser is responsible for more than $100 billion of
stocks, bonds and money market instruments and serves over five million
investors of all types.  These investors include privately owned businesses and
large corporations as well as schools, colleges, foundations and other
non-profit and tax-exempt organizations.
 
INVESTMENT ADVISORY AND SERVICE AGREEMENT - The Investment Advisory and Service
Agreement (the "Agreement") between the Series and the Investment Adviser,
unless sooner terminated, will continue in effect until November 30, 1997, and
may be renewed from year to year thereafter, provided that any such renewal has
been specifically approved at least annually by (i) the Board of Trustees, or
by the vote of a majority (as defined in the 1940 Act) of the outstanding
voting securities of the Series, and (ii) the vote of a majority of Trustees
who are not parties to the Agreement or interested persons (as defined in the
1940 Act) of any such party, cast in person at a meeting called for the purpose
of voting on such approval.  The Agreement provides that the Investment Adviser
has no liability to the Series for its acts or omissions in the performance of
its obligations to the Series not involving willful misconduct, bad faith,
gross negligence or reckless disregard of its obligations under the Agreement. 
The Agreement also provides that either party has the right to terminate it,
without penalty, upon 60 days' written notice to the other party, and that the
Agreement automatically terminates in the event of its assignment (as defined
in the 1940 Act).
 
     As compensation for its services, the Investment Adviser receives a
monthly fee which is accrued daily, calculated at the annual rates of:
 
GLOBAL GROWTH FUND:  0.69% of net assets;
 
GROWTH FUND: 0.50% of the first $600 million of net assets, plus 0.45% on net
assets greater than $600 million but not exceeding $1.2 billion, plus 0.42% on
net assets greater than $1.2 billion but not exceeding $2.0 billion, plus 0.37%
on net assets greater than $2.0 billion but not exceeding $3.2 billion, plus
0.35% on net assets in excess of $3.2 billion;
 
INTERNATIONAL FUND:  0.90% of the first $60 million of net assets, plus 0.78%
on net assets greater than $60 million but not exceeding $600 million, plus
0.60% on net assets greater than $600 million but not exceeding $1.2 billion,
plus 0.48% on net assets greater than $1.2 billion but not exceeding $2.0
billion, plus 0.465% on net assets in excess of $2.0 billion;
 
GROWTH-INCOME FUND:  0.50% of the first $600 million of net assets, plus 0.45%
on net assets greater than $600 million but not exceeding $1.5 billion, plus
0.40% on net assets greater than $1.5 billion but not exceeding $2.5 billion,
plus 0.32% on net assets greater than $2.5 billion but not exceeding $4.0
billion, plus 0.285% on net assets in excess of $4.0 billion;
 
ASSET ALLOCATION FUND:  0.50% of the first $600 million of net assets, plus
0.42% on net assets greater than $600 million but not exceeding $1.2 billion,
plus 0.36% on net assets in excess of $1.2 billion;
 
BOND FUND:  0.6% of the first $30 million of net assets, plus 0.50% on net
assets in excess of $30 million;
 
HIGH-YIELD BOND FUND:  0.60% of the first $30 million of net assets, plus 0.50%
on net assets greater than $30 million but not exceeding $600 million, plus
0.46% on net assets in excess of $600 million;
 
U.S. GOVERNMENT/AAA-RATED SECURITIES FUND:  0.60% of the first $30 million of
net assets, plus 0.50% on net assets greater than $30 million but not exceeding
$600 million, plus 0.40% on net assets in excess of $600 million;
 
CASH MANAGEMENT FUND:  0.50% of the first $100 million of net assets, plus
0.42% on net assets greater than $100 million but not exceeding $400 million,
plus 0.38% on net assets in excess of $400 million.
 
     The Investment Adviser, in addition to providing investment advisory
services, furnishes the services and pays the compensation and travel expenses
of qualified persons to perform the executive, and related administrative
functions of the Series, provides necessary office space, office equipment and
utilities, and general purpose accounting forms, supplies, and postage used at
the office of the Series relating to the services furnished by the Investment
Adviser.  Subject to the expense agreement described below, the Series will pay
all expenses not expressly assumed by the Investment Adviser, including, but
not limited to, registration and filing fees with federal and state agencies;
blue sky expenses (if any); expenses of shareholders' meetings; the expense of
reports to existing shareholders; expenses of printing proxies and
prospectuses; insurance premiums; legal and auditing fees; dividend
disbursement expenses; the expense of the issuance, transfer, and redemption of
its shares; custodian fees; printing and preparation of registration
statements; taxes; compensation, fees and expenses paid to Trustees
unaffiliated with the Investment Adviser; association dues; and costs of
stationary and forms prepared exclusively for the Series.
 
     The Agreement provides for an advisory fee reduction to the extent that
each fund's annual ordinary net operating expenses, except the International
Fund's,  exceed 1 1/2% of the first $30 million of the average month-end total
net assets of the fund and 1% of the average month-end total net assets in
excess thereof.  For the International Fund, the advisory fee will be reduced
to the extent that its annual ordinary net operating expenses exceed 1 1/2% of
its average month-end total net assets.  Expenditures, including costs incurred
in connection with the purchase or sale of portfolio securities, which are
capitalized in accordance with generally accepted accounting principles
applicable to investment companies, are accounted for as capital items and not
as expenses.
 
     During the fiscal years ended November 30, 1996, 1995 and 1994, the
Investment Adviser's total fees, respectively, amounted to the following:
Growth Fund $14,284,000, $ 11,222,000 and $8,735,000; International Fund
$12,370,000, $9,882,000 and $8,330,000; Growth-Income Fund $17,451,000,
$13,593,000 and $11,517,000; Asset Allocation Fund $4,663,000, $3,620,000 and
$3,129,000; High-Yield Bond Fund $2,996,000, $2,350,000 and $2,022,000; U. S.
Government/AAA-Rated Securities Fund $2,661,000, $2,550,000 and  $2,459,000;
and Cash Management Fund $1,007,000, $907,000 and $905,000.  During the fiscal
year ended November 30, 1996, the Investment Adviser's total fees for the Bond
Fund amounted to $204,000.
 
PLAN OF DISTRIBUTION  The Series has adopted a Plan of Distribution (the
"Plan") for its Class 2 shares, pursuant to rule 12b-1 under the 1940 Act.  As
required by rule 12b-1, the Plan has been approved by a majority of the entire
Board of Trustees, and separately by a majority of the Trustees who are not
"interested persons" of the Series and who have no direct or indirect financial
interest in the operation of the Plan.  The officers and Trustees who are
"interested persons" of the Series may be considered to have a direct or
indirect financial interest in the operation of the Plan due to present or past
affiliations with the Investment Adviser and related companies.  Potential
benefits of the Plan to the Series include improved shareholder services,
benefits to the investment process from growth or stability of assets and
maintenance of a financially healthy management organization.  The selection
and nomination of Trustees who are not "interested persons" of the Series is
committed to the discretion of the Trustees who are not "interested persons"
during the existence of the Plan.  The Plan is reviewed quarterly and must be
renewed annually by the Board of Trustees.
 
                                PRICE OF SHARES
 
     The price paid for shares, the net asset value price, is calculated for
each of the funds once daily at the close of trading (currently 4:00 p.m., New
York Time) each day the New York Stock Exchange is open as set forth below. 
The New York Stock Exchange is currently closed on weekends and on the
following holidays:  New Year's Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving and Christmas Day.  The net
asset value per share is determined as follows:
 
 1. Stocks, and convertible bonds and debentures traded on securities exchanges
or the over-the-counter market are valued at the last reported sale price on
the day of valuation, or, lacking any sales on that day, at the last-reported
bid price.
 
 2. Non-convertible bonds and debentures, and other long-term debt securities
and Treasury notes normally are valued at prices obtained for the day of
valuation from a bond pricing service, when such prices are available on the
day of valuation; however, in circumstances where the Investment Adviser deems
it appropriate to do so, such securities will be valued at the mean of
representative quoted bid or asked prices for such securities or, if such
prices are not available, at such prices for securities of comparable maturity,
quality and type.  Securities traded on exchanges outside the U.S. are valued
at the last sale price on the day of valuation, or lacking any sales on that
day, at the last-reported bid price.  Short-term securities other than Treasury
notes with original or remaining maturities in excess of 60 days are valued at
the mean of representative quoted bid and asked prices or, if such prices are
not available, at such prices for securities of comparable maturity, quality
and type.  Short-term securities with 60 days or less to maturity are valued at
amortized cost, which approximates market value.  Options on currencies
purchased by the fund are valued at their last sale price in the case of listed
options or at the average of the last bid prices obtained from dealers in the
case of OTC options.  Futures contracts involving foreign currencies traded on
exchanges are valued at their last sale or settlement price as of the close of
such exchanges or, lacking any sales, at the mean between the last reported bid
and asked prices.  Other securities are valued on the basis of last sale or bid
prices in what is, in the opinion of the Investment Adviser, the broadest and
most representative market, which may be either a securities exchange or
over-the-counter market.
 
 3. Where quotations are not readily available, securities are valued at fair
value as determined in good faith by the Board of Trustees.  The fair value of
all other assets is added to the value of securities to arrive at the
respective fund's total assets;
 
 4. The value of any security denominated in a currency other than U.S. dollars
will be translated into U.S. dollars at the prevailing market rate as
determined by the Series' officers;
 
 5. There are deducted from the total assets, thus determined, the liabilities
of the respective funds including proper accruals of expense items; and
 
 6. The net assets of the respective fund so obtained is then divided by the
total number of shares outstanding (excluding treasury shares), and the result,
rounded to the nearer cent, is the fund's net asset value per share.
 
                   DIVIDENDS, DISTRIBUTIONS AND FEDERAL TAXES
 
     Each fund of the Series intends to qualify to be taxed as a "regulated
investment company" under the provisions of Subchapter M of the Internal
Revenue Code of 1986, as amended (the "Code").  To qualify for the tax
treatment afforded a regulated investment company under the Code, a fund must
annually distribute at least 90% of its net investment income and certain
short-term capital gains and meet certain diversification of assets and other
requirements of the Code.  If a fund qualifies for such tax treatment, it will
not be subject to Federal income tax on the part of its ordinary income and its
net realized capital gains which it distributes to shareholders.  To meet the
requirements of the Code, a fund must (a) derive at least 90% of its gross
income from dividends, interest, payments with respect to securities loans, and
gains from the sale or other disposition of stock or securities or currencies;
(b) derive less than 30% of its gross income from the sale or other disposition
of securities held less than three months; and (c) diversify its holdings so
that, at the end of each fiscal quarter, (i) at least 50% of the market value
of the fund's assets is represented by cash, U.S. Government securities and
other securities, limited, in respect of any one issuer, to an amount not
greater than 5% of the fund's assets and 10% of the outstanding voting
securities of such issuer, and (ii) not more than 25% of the value of its
assets is invested in the securities of any one issuer (other than U.S.
Government securities or the securities of other regulated investment
companies), or in two or more issuers which each fund controls and which are
engaged in the same or similar trades or businesses.  It is the Series' policy
to distribute to the shareholders (the insurance company separate accounts) all
of its net investment income and net realized capital gains during each fiscal
year.
 
     Under the Code, the Asset Allocation Fund's and the International Fund's
taxable income for each year will be computed without regard to any net foreign
currency loss attributable to transactions after October 31, and any such net
foreign currency loss will be treated as arising on the first day of the
following taxable year.
 
     The amount of any realized gain or loss of the Asset Allocation Fund and
the International Fund on closing out a currency contract will generally result
in a realized capital gain or loss for tax purposes.  Under Code Section 1256,
currency contracts held by each fund at the end of each fiscal year will be
required to be "marked to market" for federal income tax purposes, that is,
deemed to have been sold at market value.  Sixty percent of any net gain or
loss recognized on these deemed sales and 60% of any net realized gain or loss
from any actual sales, will be treated as long-term capital gain or loss, and
the remainder of gain or loss from deemed and actual sales  will be treated as
short-term capital gain or loss.  Code Section 988 may also apply to currency
contracts.  Under Section 988, each foreign currency gain or loss is generally
computed separately and treated as ordinary income or loss.  In the case of
overlap between Sections 1256 and 988, special provisions determine the
character and timing of any income, gain or loss.  Each fund will attempt to
monitor Section 988 transactions to avoid an adverse tax impact.
 
     Each fund, except for the Cash Management Fund, may be required to pay
withholding and other taxes imposed by foreign countries which would reduce
investment income.  Tax conventions between certain countries and the United
States may reduce or eliminate such taxes.
 
     In addition to the asset diversification and other requirements for
qualification as a regulated investment company, the funds are subject to
another set of asset diversification requirements applicable to insurance
company separate accounts and their underlying funding vehicles.  To satisfy
these diversification requirements, as of the end of each calendar quarter or
within 30 days thereafter, no more than 55% of the total assets of a fund may
be represented by any one investment, no more than 70% by any two investments,
no more than 80% by any three investments, and no more than 90% by any four
investments.  For this purpose all securities of the same issuer are considered
a single investment, and each agency or instrumentality of the U.S. government
is treated as a separate issue of securities.  The Series intends to comply
with these regulations.  If a fund should fail to comply with these
regulations, Contracts invested in that fund will not be treated as annuity,
endowment or life insurance contracts under the Code.  
 
     See the applicable Contract prospectus for information regarding the
Federal income tax treatment of the Contracts and distributions to the separate
accounts.
 
                      EXECUTION OF PORTFOLIO TRANSACTIONS
 
     There are occasions on which portfolio transactions for the Series may be
executed as part of concurrent authorizations to purchase or sell the same
security for other funds served by the Investment Adviser, or for trusts or
other accounts served by affiliated companies of the Investment Adviser. 
Although such concurrent authorizations potentially could be either
advantageous or disadvantageous to the Series, they are effected only when the
Investment Adviser believes that to do so is in the interest of the Series. 
When such concurrent authorizations occur, the objective is to allocate the
executions in an equitable manner.  The Series will not pay a mark-up for
research in principal transactions.
 
     Brokerage commissions paid on portfolio transactions for the fiscal years
ended November 30, 1996, 1995 and 1994, respectively, amounted to the
following:  Growth Fund $2,358,000, $1,928,000, and $1,643,000; International
Fund $3,813,000, $1,301,000, and $1,754,000; Growth-Income Fund $3,389,000,
$2,291,000, and $2,421,000; Asset Allocation Fund $557,000, $700,000, and
$585,000.
 
                              GENERAL INFORMATION
 
CUSTODIAN OF ASSETS -- Securities and cash owned by the Series, including
proceeds from the sale of shares of the Series and of securities in the Series'
portfolios, are held by State Street Bank and Trust Company, 225 Franklin
Street, Boston, Massachusetts 02110, as Custodian.  Non-U.S. securities may be
held by the Custodian in non-U.S. banks or securities depositories or foreign
branches of U.S. banks.
 
INDEPENDENT ACCOUNTANTS -- Price Waterhouse LLP, 400 South Hope Street, Los
Angeles, CA  90071, has served as the Series' independent accountants since
March 18, 1991, providing audit services, preparation of tax returns and review
of certain documents to be filed with the Securities and Exchange Commission. 
The financial statements included in this Statement of Additional Information
have been so included in reliance on the report of Price Waterhouse LLP,
independent accountants,  given on the authority of said firm as experts in
auditing and accounting.  Prior to March 18, 1991, KPMG Peat Marwick, 725 South
Figueroa Street, Los Angeles, CA  90017, served as the Series' independent
public accountants.  The selection of the Series' independent accountant is
reviewed and determined annually by the Board of Trustees.
 
REPORTS TO SHAREHOLDERS -- The Series' fiscal year ends November 30.  Contract
owners are provided at least semi-annually with reports showing the investment
portfolio, financial statements and other information.  The financial
statements included in the Annual Report are audited by the independent
accounting firm of Price Waterhouse LLP.
 
PERSONAL INVESTING POLICY -- Capital Research and Management Company and its
affiliated companies have adopted a personal investing policy consistent with
Investment Company Institute guidelines.  This policy includes:  a ban on
acquisitions of securities pursuant to an initial public offering; restrictions
on acquisitions of private placement securities; pre-clearance and reporting
requirements; review of duplicate confirmation statements; annual
recertification of compliance with codes of ethics; disclosure of personal
holdings by certain investment personnel prior to recommendation for purchase
for the fund; blackout periods on personal investing for certain investment
personnel; ban on short-term trading profits for investment personnel;
limitations on service as a director of publicly traded companies; and
disclosure of personal securities transactions.
 
SHAREHOLDER AND TRUSTEE RESPONSIBILITY -- Under the laws of certain states,
including Massachusetts, where the Series was organized, and California, where
the Series' principal office is located, shareholders of a Massachusetts
business trust may, under certain circumstances, be held personally liable as
partners for the obligations of the Series.  However, the risk of a shareholder
incurring any financial loss on account of shareholder liability is limited to
circumstances in which the Series itself would be unable to meet its
obligations.  The Declaration of Trust contains an express disclaimer of
shareholder liability for acts or obligations of the Series and provides that
notice of the disclaimer may be given in each agreement, obligation, or
instrument which is entered into or executed by the Series or trustees.  The
Declaration of Trust provides for indemnification out of Series property of any
shareholder personally liable for the obligations of the Series and also
provides for the Series to reimburse such shareholder for all legal and other
expenses reasonably incurred in connection with any such claim or liability.
 
     Under the Declaration of Trust, the Trustees or officers are not liable
for actions or failure to act; however, they are not protected from liability
by reason of their willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of their office.  The
Series will provide indemnification to its Trustees and officers as authorized
by its By-Laws and by the 1940 Act and the rules and regulations thereunder.
 
REGISTRATION STATEMENT -- A registration statement has been filed with the
Securities and Exchange Commission under the Securities Act of 1933 and the
1940 Act, with respect to the Series.  The prospectus and this Statement of
Additional Information do not contain all information set forth in the
registration statement, its amendments and exhibits, to which reference is made
for further information concerning the Series.  Statements contained in the
prospectus and this Statement of Additional Information as to the content of
the Contracts issued through the separate accounts and other legal instruments
are summaries.  For a complete statement of the terms thereof, reference is
made to the registration statements of the separate accounts and Contracts as
filed with the Securities and Exchange Commission.
 
AUTHORIZED SHARES -- The Series was organized as a Massachusetts Business Trust
which permits each fund of the Series to issue an unlimited number of shares of
beneficial interest of a single class.
 
                                    APPENDIX
 
                    DESCRIPTION OF COMMERCIAL PAPER RATINGS
 
     Moody's Investors Service, Inc.'s top two rating designations for
commercial paper are described as follows: issuers rated Prime-1 have a
superior capacity for repayment of short-term promissory obligations.  Prime-1
repayment capacity will normally be evidenced by the following characteristics: 
leading market positions in well-established industries; high rates of return
on funds employed; conservative capitalization structures with moderate
reliance on debt and ample asset protection; broad margins in earnings coverage
of fixed financial charges and high internal cash generation; and
well-established access to a range of financial markets and assured sources of
alternate liquidity.  Issues rated Prime-2 have a strong capacity for repayment
of short-term promissory obligations.  This will normally be evidenced by many
of the characteristics cited above, but to a lesser degree.  Earnings trends
and coverage ratios, while sound, will be more subject to variation. 
Capitalization characteristics, while still appropriate, may be more affected
by external conditions.  Ample alternate liquidity is maintained.
 
     Standard & Poor's Corporation's top two rating categories for  commercial
paper are described as follows:  A -- Issues assigned its highest rating are
regarded as having the greatest capacity for timely payment.  Issues in this
category are delineated with numbers 1 or 2 to indicate the relative degree of
safety.  A-1 -- This designation indicates that the degree of safety regarding
timely payment is either overwhelming or very strong.  Those issues determined
to possess overwhelming safety characteristics will be denoted with a plus (+)
sign designation.  A-2 -- Capacity for timely payments on issues with this
designation is strong.  However, the relative degree of safety is not as high
as for issues designated "A-1".
 
 
<TABLE>
<S>                                                                 <C>         <C>         <C>
GROWTH FUND
Investment Portfolio  November 30, 1996
- --------------------------------------------------------------------
 
STOCKS                                89.58%
 
CASH &
EQUIVALENTS                           10.42%
- --------------------------------------------------------------------
 
                                                                        Percent
                                                                         Of Net
Largest Individual Stocks                                                Assets
- --------------------------------------------------------------------------------
 
Intel                                                                      3.78%
Walt Disney                                                                 3.39
America Online                                                              2.90
Time Warner                                                                 2.66
Oracle                                                                      2.33
Viacom                                                                      2.15
Solectron                                                                   1.53
Adaptec                                                                     1.48
Xilinx                                                                      1.42
LSI Logic                                                                   1.42
 
                                                                                     Market  Percent
                                                                      Number of       Value   of Net
Stocks (common and preferred)                                            Shares       (000)   Assets
- --------------------------------------------                        ---------------------------------
Electronic Components- 18.07%
Intel Corp.                                                            1,150,400    $145,957    3.78%
Adaptec, Inc./1/                                                       1,536,000      57,216     1.48
Xilinx,Inc./1/                                                         1,250,000      54,844     1.42
LSI Logic Corp./1/                                                     1,820,000      54,828     1.42
Analog Devices, Inc./1/                                                1,700,000      54,613     1.42
Texas Instruments Inc.                                                   570,000      36,337      .94
Linear Technology Corp.                                                  715,000      33,694      .87
National Semiconductor Corp./1/                                        1,265,000      30,993      .80
Maxim Integrated Products, Inc./1/                                       600,000      27,825      .72
SCI Systems, Inc./1/                                                     500,263      26,389      .68
Bay Networks, Inc./1/                                                    937,000      25,065      .65
EMC Corp./1/                                                             600,000      19,350      .50
Altera Corp./1/                                                          250,000      18,875      .49
Quantum Corp./1/                                                         700,000      18,725      .49
ADC Telecommunications, Inc./1/                                          500,000      18,125      .47
Newbridge Networks Corp. (Canada)/1/                                     460,000      13,685      .35
Microchip Technology Inc./1/                                             248,400      11,861      .31
Flextronics International Ltd. (Incorporated In Singapore)/1/            300,000      10,500      .27
Western Digital Corp./1/                                                 156,300       8,401      .22
Seagate Technology/1/                                                    200,000       7,900      .20
Actel Corp./1/                                                           300,000       6,600      .17
Park Electrochemical Corp.                                               250,000       5,687      .15
Rogers Corp./1/                                                          190,800       5,247      .14
Motorola, Inc.                                                            42,000       2,326      .06
ANTEC Corp./1/                                                           150,000       1,463      .04
Advanced Micro Devices, Inc./1/                                           50,000       1,212      .03
Business & Public Services- 14.64%
America Online, Inc./1/                                                3,170,000     112,139     2.90
United HealthCare Corp.                                                1,265,000      54,553     1.41
Oxford Health Plans, Inc./1/                                             804,000      46,632     1.21
Columbia/HCA Healthcare Corp.                                            997,500      39,900     1.03
Electronic Data Systems Corp.(formerly General Motors Corp.,
 Class E)                                                                741,700      35,880      .93
Manpower Inc.                                                          1,000,200      32,632      .85
Federal Express Corp./1/                                                 700,000      30,975      .80
WMX Technologies, Inc.                                                   800,000      28,800      .75
CUC International Inc./1/                                              1,061,250      27,990      .73
ADT Ltd./1/                                                            1,255,000      25,727      .67
PacifiCare Health Systems, Inc., Class B/1/                              265,000      21,995      .57
Avery Dennison Corp.                                                     310,000      21,894      .57
Ecolab Inc.                                                              429,000      16,677      .43
FHP International Corp./1/                                               388,100      13,923      .36
USA Waste Services, Inc./1/                                              400,000      12,900      .33
Loewen Group Inc. (Canada)                                               250,000      10,094      .26
Shared Medical Systems Corp.                                             200,000       9,950      .26
Ceridian Corp./1/                                                        150,000       7,219      .19
Apria Healthcare Group Inc./1/                                           400,000       7,200      .19
Value Health, Inc./1/                                                    350,000       6,344      .16
Air & Water Technologies Corp., Class A/1/                               285,000       1,763      .04
Broadcasting & Publishing- 10.54%
Time Warner Inc.                                                       2,519,325     102,662     2.66
Viacom Inc., Class B/1/                                                2,200,000      83,050     2.15
News Corp. Ltd. (American Depositary Receipts) (Australia)             1,270,000      26,987
News Corp. Ltd. preferred shares (American                                                        .98
 Depositary Receipts)                                                    635,000      10,954
Tele-Communications, Inc., Series A, Liberty Media Group/1/            1,459,050      36,476      .94
BHC Communications, Inc., Class A/1/                                     286,189      29,227      .76
Tele-Communications, Inc., Series A, TCI Group/1/                      2,052,500      27,709      .72
New World Communications Group Inc., Class A/1/                          850,000      20,931      .54
U S WEST Media Group/1/                                                1,000,000      19,125      .50
Gaylord Entertainment Co., Class A                                       820,500      17,538      .45
United International Holdings, Inc., Class A/1/                          685,000       9,333      .24
Comcast Corp., Class A, special stock                                    500,000       8,375      .22
Cablevision Systems Corp., Class A/1/                                    240,000       7,230      .19
Jones Intercable, Inc., Class A/1/                                       370,000       3,978      .10
Adelphia Communications Corp., Class A/1/                                350,000       2,319      .06
Marvel Entertainment Group, Inc./1/                                      363,800       1,000      .03
Data Processing & Reproduction- 10.44%
Oracle Corp./1/                                                        1,837,500      90,038     2.33
Solectron Corp./1/                                                     1,009,000      59,027     1.53
Silicon Graphics, Inc./1/                                              1,920,000      38,160      .99
Adobe Systems Inc.                                                       920,000      36,340      .94
Digital Equipment Corp./1/                                               750,000      27,563      .71
3Com Corp./1/                                                            350,000      26,294      .68
Sybase, Inc./1/                                                        1,300,000      22,913      .59
Dell Computer Corp,/1/                                                   200,000      20,325      .53
Intuit Inc./1/                                                           554,200      19,813      .51
Autodesk, Inc.                                                           600,000      16,800      .44
Sequent Computer Systems, Inc./1/                                        850,000      14,344      .37
Structural Dynamics Research Corp./1/                                    475,000       9,203      .24
Mentor Graphics Corp./1/                                                 800,000       7,800      .20
Tandem Computers Inc./1/                                                 440,000       5,995      .16
Danka Business Systems PLC (American Depository Receipts)
 (United Kingdom)                                                        125,000       5,250      .14
CompuServe Corp./1/                                                      150,000       1,575      .04
Data General Corp./1/                                                    100,000       1,462      .04
Leisure & Tourism- 6.45%
Walt Disney Co.                                                        1,775,000     130,906     3.39
King World Productions, Inc./1/                                          650,000      24,781      .64
Host Marriott Corp./1/                                                 1,550,000      23,637      .61
Marriott International, Inc.                                             400,000      22,300      .58
Carnival Corp., Class A                                                  650,000      20,556      .53
Harrah's Entertainment, Inc./1/                                          950,000      16,863      .44
Trump Hotels & Casino Resorts, Inc./1/                                   650,000       9,181      .24
Luby's Cafeterias, Inc.                                                   40,000         880      .02
Merchandising- 4.04%
Circuit City Stores, Inc.                                              1,250,000      41,719     1.08
Barnes & Noble, Inc./1/                                                  825,000      25,781      .67
Wal-Mart Stores, Inc.                                                    950,000      24,225      .63
Consolidated Stores Corp./1/                                             572,900      21,197      .55
Home Shopping Network, Inc./1/                                         1,700,000      19,125      .50
Staples, Inc./1/                                                         711,562      14,053      .36
Spiegel, Inc., Class A/1/                                                726,600       6,267      .16
Limited Inc.                                                             150,000       2,700      .07
Amway Asia Pacific Ltd. (Multinational)                                   24,600         987      .02
Health & Personal Care- 3.35%
Guidant Corp.                                                            700,000      37,012      .96
Omnicare, Inc.                                                           879,602      26,828      .69
Genetics Institute, Inc./1/                                              260,000      17,680      .46
Forest Laboratories, Inc./1/                                             380,000      14,725      .38
Kimberly-Clark Corp.                                                     100,000       9,775      .25
Nellcor Puritan Bennett Inc./1/                                          300,000       6,225      .16
SEQUUS Pharmaceuticals, Inc./1/                                          380,808       5,474
SEQUUS Pharmaceuticals, Inc., warrants, expire 1998/1//2/                 40,416         263      .15
Johnson & Johnson                                                         97,600       5,185      .13
Paragon Trade Brands, Inc./1/                                            105,000       2,914      .08
Alpha-Beta Technology, Inc./1/                                           200,000       1,850      .05
Pharmacia & Upjohn, Inc.                                                  36,250       1,400      .04
Banking- 2.41%
Banc One Corp.                                                           447,700      21,322      .55
Bank of Boston Corp.                                                     290,840      20,322      .53
Commerce Bancshares, Inc.                                                428,596      19,287      .50
Norwest Corp.                                                            250,000      11,688      .30
Charter One Financial, Inc.                                              262,500      11,419      .30
Northern Trust Corp.                                                     125,000       9,078      .23
Chemicals- 2.19%
Valspar Corp.                                                            690,000      39,589     1.03
Great Lakes Chemical Corp.                                               325,000      17,428      .45
Mycogen Corp./1/                                                         800,000      13,400      .35
Air Products and Chemicals, Inc.                                         125,000       8,688      .22
Engelhard Corp.                                                          284,400       5,546      .14
Insurance- 2.19%
EXEL Ltd. (Incorporated in Bermuda)                                      810,000      30,679      .79
Transatlantic Holdings, Inc.                                             270,000      21,499      .56
Trenwick Group Inc.                                                      266,800      13,006      .34
CNA Financial Corp./1/                                                    80,000       8,600      .22
Everest Reinsurance Holdings, Inc.                                       200,000       5,625      .15
NAC Re Corp.                                                             135,000       4,927      .13
Electrical & Electronics- 1.90%
Telefonaktiebolaget LM Ericsson, Class B (American
 Depositary Receipts) (Sweden)                                         1,184,500      36,571      .95
Nokia Corp., Class A (American Depositary Receipts) (Finland)            360,000      20,205      .52
General Instrument Corp./1/                                              661,700      14,640      .38
Lucent Technologies Inc.                                                  35,000       1,794      .05
Telecommunications- 1.79%
MCI Communications Corp.                                               1,420,000      43,310     1.12
AirTouch Communications/1/                                               850,000      21,781      .56
United States Cellular Corp./1/                                          144,000       4,032      .11
Recreation & Other Consumer Products- 1.78%
Mattel, Inc.                                                           1,596,288      49,285     1.28
Duracell International Inc.                                              150,000       9,994      .26
Hasbro, Inc.                                                             185,000       7,608      .20
Electronic Arts/1/                                                        54,400       1,748      .04
Transportation: Airlines- 1.73%
Southwest Airlines Co.                                                 1,750,300      43,320     1.12
AMR Corp./1/                                                             195,000      17,794      .46
Delta Air Lines, Inc.                                                     75,000       5,644      .15
Energy Equipment- 1.40%
Schlumberger Ltd. (Netherlands Antilles)                                 325,000      33,800      .87
Reading & Bates Corp./1/                                                 700,000      20,300      .53
Miscellaneous Materials & Commodities- 1.15%
Pioneer Hi-Bred International, Inc.                                      635,000      44,291     1.15
Electronic Instruments- 1.10%
Applied Materials, Inc./1/                                               650,000      24,781      .64
KLA Instruments Corp./1/                                                 500,000      17,750      .46
Energy Sources- 0.78%
Murphy Oil Corp.                                                         298,000      15,198      .39
Enterprise Oil PLC (United Kingdom)                                    1,500,000      15,003      .39
Beverages & Tobacco - 0.65%
Philip Morris Companies Inc.                                             185,000      19,078      .49
PepsiCo, Inc.                                                            200,000       5,975      .16
Financial Services- 0.64%
Federal National Mortgage Assn.                                          600,000      24,750      .64
Multi-Industry- 0.32%
U.S. Industries, Inc./1/                                                 420,000      12,390      .32
Utilities: Electric & Gas- 0.30%
Columbia Gas System, Inc.                                                178,200      11,516      .30
Construction & Housing- 0.08%
Stone & Webster, Inc.                                                     90,000       2,936      .08
Miscellaneous
Other stocks in initial period of acquisition                                         63,280     1.64
                                                                                          -        -
TOTAL STOCKS  (cost: $2,472,575,000 )                                              3,458,067    89.58
                                                                                ---------------------
                                                                      Principal
                                                                         Amount
Short-Term Securities                                                     (000)
- -----------------------------------------------------------------------------------------------------
Corporate Short-Term Notes- 8.17%
National Rural Utilities Cooperative Finance Corp.                       $54,500      54,124     1.40
 5.30%-5.31% due 12/13/96-1/28/97
Walt Disney Co. 5.26%-5.28% due 1/7-1/8/97                                37,100      36,890      .96
Lucent Technologies Inc. 5.24%-5.28% due 12/19/96-1/17/97                 35,400      35,215      .91
Weyerhaeuser Co. 5.28%-5.29% due 1/22-1/29/97                             32,300      32,033      .83
Warner-Lambert Co. 5.28% due 3/4/97                                       30,000      29,585      .77
General Electric Capital Corp. 5.25%-5.34% due 12/18/96-1/29/97           18,700      18,602      .48
Kellogg Co. 5.23% due 12/9/96                                             18,200      18,179      .47
American Express Credit Corp. 5.32% due 1/6/97                            18,200      18,100      .47
J.C. Penney Funding Corp. 5.24%-5.25% due 12/17-12/20/96                  17,500      17,455      .45
Beneficial Corp. 5.25%-5.30% due 12/2/96-1/16/97                          17,150      17,079      .44
H.J. Heinz Co. 5.23%-5.28% due 12/10-12/18/96                             16,300      16,260      .42
IBM Credit Corp. 5.30% due 1/23/97                                        15,900      15,773      .41
Sara Lee Corp. 5.26% due 12/24/96                                          6,300       6,278      .16
 
Certificates of Deposit- 1.04%
Morgan Guaranty Trust Co. of New York 5.29% due 12/12/96                  40,000      40,000     1.04
 
Federal Agency Discount Notes- 0.80%
Federal Home Loan Mortgage Corp. 5.215% 12/11-12/16/96                    24,200      24,151      .63
Federal National Mortgage Assn. 5.00%-5.45% 12/10/96                       6,665       6,656      .17
 
                                                                                ---------------------
TOTAL SHORT-TERM SECURITIES (cost:  $386,387,000)                                    386,380    10.01
                                                                                ---------------------
                                                                                   3,844,447    99.59
TOTAL INVESTMENT SECURITIES (cost:  $2,858,962,000)
Excess of cash and receivables over payables                                          15,902      .41
                                                                                ---------------------
NET ASSETS                                                                        $3,860,349  100.00%
                                                                                =====================
 
/1/ Non-income-producing securities.
/2/ Valued under procedures established by the Board of Trustees.
See Notes to Financial Statements
 
- --------------------------------------------------------------------
Stocks appearing in the portfolio
 since May 31, 1996
- --------------------------------------------------------------------
3Com
Adaptec
Advanced Micro Devices
Altera
Amway Asia Pacific
Bank of Boston
Columbia Gas System
CompuServe
Danka Business Systems
Enterprise Oil
Everest Reinsurance Holdings
KLA Instruments
Limited
Mycogen
Norwest
Quantum
Shared Medical Systems
Solectron
Western Digital
Woolworth
 
 
- --------------------------------------------------------------------
Stocks eliminated from the portfolio
 since May 31, 1996
- --------------------------------------------------------------------
 
Bausch & Lomb
BayBanks
Centennial Cellular
Cerner
Circus Circus Enterprises
Cirrus Logic
Compuware
Coram Healthcare
Electronic Arts
Fruit of the Loom
Greyhound Lines
H&R Block
Host Marriott Services
Huntington Bancshares
Infinity Broadcasting
Informix
International Business Machines
LIN Television
Loctite
Mercantile Bancorporation
Mercury General
Michaels Stores
Mirage Resorts
Mohawk Industries
New York Times
Nintendo
Noble Affiliates
Nucor
Phillips-Van Heusen
Pitney Bowes
Rayonier
Revlon
Southern Pacific Rail
Tambrands
Telephone and Data Systems
TIG Holdings
Toys "R" Us
Turner Broadcasting System
</TABLE>
 
<TABLE>
<S>                                                                       <C>            <C>          <C>
AMERICAN VARIABLE INSURANCE SERIES INTERNATIONAL FUND
Investment Portfolio,  November 30, 1996
(Unaudited)
 
Where the Fund's Assets Are Invested
                                                                            Percent of    Percent of
                                                                            Net Assets    Net Assets
                                                                          -------------- -------------
EUROPE                                                                              51.5%
     United Kingdom                                                                              11.4%
     Sweden                                                                                       8.2
     France                                                                                       5.6
     Germany                                                                                      5.5
     Netherlands                                                                                  4.0
     Italy                                                                                        4.0
     Spain                                                                                        3.7
     Switzerland                                                                                  3.4
     Norway                                                                                       2.4
     Finland                                                                                      1.7
     Other Europe                                                                                 1.6
ASIA/PACIFIC                                                                        25.3%
     Japan                                                                                        9.1
     Australia                                                                                    7.4
     Hong Kong                                                                                    4.3
     South Korea                                                                                  1.5
     New Zealand                                                                                  1.4
     Other Asia/Pacific                                                                           1.6
THE AMERICAS                                                                        12.6%
     Canada                                                                                       5.5
     Brazil                                                                                       3.3
     Mexico                                                                                       3.2
     Other Americas                                                                               0.6
OTHER COUNTRIES                                                                      2.1%
 
CASH AND EQUIVALENTS                                                                 8.5%
TOTAL                                                                              100.0%
 
Largest Individual Equity Holdings
 
Astra                                                                               2.27%
Orkla                                                                                2.12
Telecomunicacoes Brasileiras                                                         1.95
Australia and New Zealand Banking Group                                              1.72
Telefonica de Espana                                                                 1.70
Mannesmann                                                                           1.67
Volvo                                                                                1.47
Coca-Cola Amatil                                                                     1.39
ASEA/BBC Brown Boveri                                                                1.39
United News & Media                                                                  1.35
 
 
                                                                                            Market      Percent
                                                                             Number of       Value      of Net
Stocks (common and preferred)                                                 Shares         (000)      Assets
- ---------------------------------------------------------------------     -------------------------------------
TELECOMMUNICATIONS - 11.53%
Telecomunicacoes Brasileiras SA, preferred nominative
 (American Depositary Receipts) (Brazil)                                         609,722      $46,186       1.95%
Telefonica de Espana, SA (Spain)                                               1,360,000       29,802
Telefonica de Espana, SA (American Depositary Receipts)                          158,000       10,428        1.70
Telecom Italia Mobile SpA (Italy)                                             11,961,000       28,001
Telecom Italia Mobile SpA, savings shares                                      1,242,200        1,653        1.25
Telecom Corp. of New Zealand Ltd. (New Zealand)/1/                             4,956,800       26,119
Telecom Corp. of New Zealand Ltd. (American Depositary Receipts)                  11,700          984        1.14
Telefonos de Mexico, SA de CV, Class L
 (American Depositary Receipts) (Mexico)                                         882,000       26,791        1.13
Hong Kong Telecommunications Ltd. (Hong Kong)                                 14,333,663       24,843        1.05
STET - Societa Finanziaria Telefonica p.a. (Italy)                             3,300,000       14,050
STET - Societa Finanziaria Telefonica p.a., nonconvertible                                                    .97
 savings shares                                                                2,900,000        8,921
Telefonica del Peru SA (American Depositary Receipts) (Peru)                     766,700       14,855         .63
Telecom Italia SpA (Italy)                                                     6,075,200       14,210
Telecom Italia SpA, savings shares                                               276,000          508         .62
Koninklijke PTT Nederland NV (Netherlands)                                       230,000        8,610         .36
Perusahaan Perseroan (Persero) PT Indonesian Satellite Corp. (Indonesia)       1,600,000        4,420
Perusahaan Perseroan (Persero) PT Indonesian Satellite Corp.                                                  .23
 (American Depositary Receipts)                                                   40,000        1,105
Korea Mobile Telecommunications Corp. (South Korea)                                4,730        4,782         .20
Philippine Long Distance Telephone Co. (Global Depositary Receipts)
 (Philippines)                                                                    80,000        4,400         .19
SmarTone Telecommunications Holdings Ltd. (Hong Kong -
 Incorporated in Bermuda)                                                      1,300,000        2,640         .11
BROADCASTING & PUBLISHING - 8.85%
United News & Media plc (United Kingdom)                                       2,816,000       32,023        1.35
Pathe (France)                                                                    73,000       17,055         .72
Television Broadcasts Ltd. (Hong Kong)                                         4,092,000       15,719         .66
NV Verenigd Bezit VNU (Netherlands)                                              770,000       15,707         .66
CANAL+ (France)                                                                   67,132       15,401         .65
News Corp. Ltd. (American Depositary Receipts) (Australia)                       362,000        7,693
News Corp. Ltd., preferred shares (American Depositary Receipts)                 181,000        3,122         .61
News Corp. Ltd., preferred shares (United Kingdom)                               777,162        3,415
Wolters Kluwer NV (Netherlands)                                                  108,118       14,129         .60
Seven Network Ltd. (Australia)                                                 3,600,000       11,717         .49
Nippon Television Network Corp. (Japan)                                           39,000       11,716         .49
Independent Newspapers, PLC (Ireland)                                          2,007,020       10,293         .43
Mediaset SPA (Italy)/2/                                                        1,967,000        9,411         .40
Grupo Televisa, SA (American Depositary Receipts) (Mexico)/2/                    261,000        7,112         .30
SOFTBANK CORP. (Japan)                                                            94,600        7,063         .30
TeleWest Communications PLC (American Depositary Receipts)
 (United Kingdom)/2/                                                             351,000        7,020         .30
Pearson PLC (United Kingdom)                                                     540,000        6,672         .28
Elsevier NV (Netherlands)                                                        340,000        5,793         .24
Multicanal Participacoes SA (American Depositary Receipts) (Brazil)/2/           346,000        4,887         .21
Sing Tao Holdings Ltd. (Hong Kong - Incorporated in Bermuda)                   6,121,230        2,494         .11
AUDIOFINA (Luxembourg)                                                            26,780        1,195         .05
BANKING - 6.45%
Australia and New Zealand Banking Group Ltd. (Australia)                       6,196,216       40,688        1.72
Bank of Nova Scotia (Canada)                                                     874,200       30,259        1.28
HSBC Holdings plc (United Kingdom)                                             1,000,000       20,824         .88
Banco de Santander, SA (Spain)                                                   287,800       15,589         .66
Westpac Banking Corp. (Australia)                                              1,900,000       11,363         .48
ABN AMRO Holding NV (Netherlands)                                                125,000        8,091         .34
Allied Irish Banks, PLC (Ireland)                                              1,160,253        7,636         .32
Safra Republic Holdings SA (Luxembourg)                                           42,000        5,775         .24
Hanil Bank (South Korea)                                                         804,980        5,323         .22
Korea First Bank (South Korea)/2/                                                850,000        4,923         .21
Grupo Financiero Banamex Accival, SA de CV, Class B (Mexico)/2/                1,130,397        2,231
Grupo Financiero Banamex Accival, SA de CV, Class L (Mexico)/2/                   92,127          167         .10
AUTOMOBILES - 6.02%
Volvo AB, Class B (Sweden)                                                     1,580,000       34,737        1.47
Bayerische Motoren Werke AG (Germany)                                             48,000       31,126        1.31
Daimler-Benz AG (Germany)/2/                                                     320,000       20,907         .88
Toyota Motor Corp. (Japan)                                                       680,000       18,577         .78
Suzuki Motor Corp. (Japan)                                                     1,700,000       17,771         .75
Peugeot SA (France)                                                              110,000       13,524         .57
Hyundai Motor Co. (Global Depositary Receipts) (South Korea)                     628,440        6,128         .26
MULTI-INDUSTRY - 5.77%
Orkla AS, Class A (Norway)                                                       755,000       50,297        2.12
Hutchison Whampoa Ltd. (Hong Kong)                                             3,500,000       27,048        1.14
Industriforvaltnings AB Kinnevik, Class B (Sweden)                               305,000        8,547
Industriforvaltnings AB Kinnevik, Class A                                        101,600        2,756         .48
Benpres Holdings Corp. (Global Depositary Receipts ) (Philippines)/2/          1,400,000       10,290         .43
Anglovaal LTD, Class N (South Africa)                                            270,000        8,229         .35
Lend Lease Corp. Ltd. (Australia)                                                443,522        8,228         .35
Incentive AB, Class A (Sweden)                                                   120,000        8,013         .34
Groupe Bruxelles Lambert SA (Belgium)                                             57,000        7,230         .31
Brierley Investments Ltd. (New Zealand)                                        5,985,000        5,362
Brierley Investments Ltd., 9.00% convertible preferred                           722,000          626         .25
HEALTH & PERSONAL CARE - 4.92%
AB Astra, Class A (Sweden)                                                     1,120,000       53,755        2.27
Ciba-Geigy Ltd. (Switzerland)                                                     24,540       30,378        1.28
Glaxo Wellcome plc (American Depositary Receipts)
 (United Kingdom)                                                                500,000       16,438         .69
Hoya Corp. (Japan)                                                               300,000       11,253         .47
Banyu Pharmaceutical Co., Ltd. (Japan)                                           250,000        3,206         .14
SmithKline Beecham PLC (American Depositary Receipts) (United Kingdom)            25,000        1,722         .07
ELECTRICAL & ELECTRONICS - 4.66%
ASEA AB, Class A (Sweden)                                                        130,000       15,056
ASEA AB, Class B                                                                  69,300        7,974        1.39
BBC Brown Boveri Ltd, Class A (Switzerland)                                        7,822        9,791
ELECTRICAL & ELECTRONICS (continued)
Telefonaktiebolaget LM Ericsson, Class B (Sweden)                                804,600       24,825
Telefonaktiebolaget LM Ericsson, Class B,  4.25% convertible preferred            14,500           62        1.05
Siemens AG (Germany)                                                             400,000       19,278         .81
Nokia Corp., Class A (Finland)                                                   180,000       10,009
Nokia Corp., Class K                                                             150,000        8,309         .77
Northern Telecom Ltd. (Canada)                                                   230,000       15,123         .64
FOOD & HOUSEHOLD PRODUCTS - 4.15%
Nestle SA (Switzerland)                                                           20,936       22,736         .96
Groupe Danone (France)                                                           151,171       22,262         .94
Reckitt & Colman PLC (United Kingdom)                                          1,687,437       19,884         .84
Cadbury Schweppes PLC (United Kingdom)                                         2,277,584       19,583         .83
PT Indofood Sukses Makmur (Indonesia)                                          4,017,000        8,397         .35
Dalgety PLC (United Kingdom)                                                   1,000,000        5,589         .23
BUSINESS & PUBLIC SERVICES - 3.03%
Reuters Holdings PLC (United Kingdom)                                          2,632,000       31,966        1.35
Rentokil Group PLC (United Kingdom)                                            2,610,000       19,041         .80
Brambles Industries Ltd. (Australia)                                             700,000       12,246         .52
NTT Data Communications Systems Corp. (Japan)                                        160        4,750         .20
Autopistas del Mare Nostrum, SA Concesionaria del Estado (Spain)                 250,000        3,848         .16
MACHINERY & ENGINEERING - 2.95%
Mannesmann AG (Germany)                                                           95,000       39,637        1.67
Valmet Corp. (Finland)                                                           600,000        9,886         .42
Svedala Industri AB (Sweden)                                                     530,000        9,085         .38
Kawasaki Heavy Industries, Ltd. (Japan)                                        1,400,000        6,420         .27
VA Technologie AG (Austria)                                                       31,764        4,998         .21
BEVERAGES & TOBACCO - 2.94%
Coca-Cola Amatil Ltd. (Australia)                                              2,908,736       32,851        1.39
LVMH Moet Hennessy Louis Vuitton (France)                                         48,000       12,170         .51
Panamerican Beverages, Inc., Class A (Mexico)                                    190,000        8,883         .37
San Miguel Corp., Class B (Philippines)                                        1,870,000        7,470         .32
Swedish Match AB (Sweden)                                                      1,580,000        5,181         .22
South African Breweries Ltd. (South Africa)                                      121,928        3,075         .13
UTILITIES:  ELECTRIC & GAS - 2.85%
Hongkong Electric Holdings Ltd. (Hong Kong)                                    5,875,000       18,845         .80
Centrais Eletricas Brasileiras SA, Class B, preferred nominative
 (American Depositary Receipts) (Brazil)                                         948,000       15,524         .65
Iberdrola, SA (Spain)                                                          1,275,000       14,708         .62
Korea Electric Power Corp. (South Korea)                                         188,000        6,011
Korea Electric Power Corp. (American Depositary Receipts)                        200,000        3,525         .40
Scottish Power PLC (United Kingdom)                                              661,200        3,757         .16
Consolidated Electric Power Asia Ltd. (Hong Kong -
 Incorporated in Bermuda)                                                      1,181,400        2,781         .12
CESP-Companhia Energetica de Sao Paulo, preferred nominative
 (American Depositary Receipts) (Brazil)/2/                                      204,096        1,939
CESP-Companhia Energetica de Sao Paulo, ordinary nominative                    9,745,000          377         .10
ELECTRONIC COMPONENTS - 2.53%
Rohm Co., Ltd. (Japan)                                                           330,000       20,292         .86
Murata Manufacturing Co., Ltd. (Japan)                                           420,000       14,352         .61
Kyocera Corp. (Japan)                                                            199,000       12,796         .54
ASM Lithography Holding NV (Netherlands)/2/                                      240,000       10,556         .44
Hirose Electric Co., Ltd. (Japan)                                                 30,000        1,818         .08
METALS:  NONFERROUS - 2.42%
Western Mining Corp. Holdings Ltd. (Australia)                                 2,390,451       15,172         .64
Inco Ltd. (Canada)                                                               420,000       14,648         .62
Alcan Aluminium Ltd. (Canada)                                                    310,000       10,928         .46
Noranda Inc. (Canada)                                                            400,000        9,457         .40
Teck Corp., Class B (Canada)                                                     300,000        7,093         .30
MERCHANDISING - 1.87%
Carrefour, SA (France)                                                            20,000       12,355         .52
Tesco PLC (United Kingdom)                                                     2,064,980       11,820         .50
Cifra, SA de CV, Class C (Mexico)/2/                                           6,000,000        8,294         .35
Woolworths Ltd. (Australia)                                                    2,533,042        6,307         .27
Amway Japan Ltd. (American Depositary Receipts) (Japan)                          300,000        5,588         .23
INSURANCE - 1.82%
Royal Sun Alliance (United Kingdom)                                            2,978,861       22,458         .95
Internationale Nederlanden Groep NV, warrants, expire 2001
 (Netherlands)/2/                                                              1,500,000       10,266         .43
Corporacion Mapfre, CIR, SA (Spain)                                              109,798        5,788         .25
National Mutual Asia Ltd. (Hong Kong)                                          5,000,000        4,559         .19
APPLIANCES & HOUSEHOLD DURABLES - 1.74%
Philips Electronics NV (Netherlands)                                             464,000       18,742         .79
Sony Corp. (Japan)                                                               224,000       14,344         .61
AB Electrolux, Class B (Sweden)                                                  137,900        8,088         .34
RECREATION & OTHER CONSUMER PRODUCTS - 1.54%
EMI Group PLC (United Kingdom) (formerly THORN EMI)                              468,712       10,814         .45
Fuji Photo Film Co., Ltd. (Japan)                                                300,000        9,408         .40
Sony Music Entertainment Inc. (Japan)                                            215,000        8,839         .37
Square Co. Ltd.  (Japan)                                                         102,000        4,928         .21
PolyGram NV (New York Registered Shares) (Netherlands)                            52,500        2,553         .11
BUILDING MATERIALS & COMPONENTS - 1.43%
Cemex, SA de CV, ordinary participation certificates (Mexico)                  4,562,700       15,219
Cemex, SA de CV, Class A                                                       2,321,450        7,773         .97
Holderbank Financiere Glaris Ltd. (Switzerland)                                   15,000       10,833         .46
CHEMICALS - 1.38%
AGA AB, Class B (Sweden)                                                         800,000       12,222
AGA AB, Class A                                                                  220,000        3,410         .66
L'Air Liquide (France)                                                            83,159       13,265         .56
Hoechst AG (Germany)                                                              88,000        3,852         .16
MISCELLANEOUS MATERIALS & COMMODITIES - 1.31%
SGL Carbon AG (Germany)                                                           89,600       11,014         .47
De Beers Consolidated Mines Ltd. (South Africa)                                  345,000       10,533         .44
English China Clays PLC (United Kingdom)                                       3,168,750        9,535         .40
ENERGY SOURCES - 1.01%
TOTAL, Class B (France)                                                          156,372       12,508
TOTAL, Class B, preferred nominative (American Depositary Receipts)               75,000        3,028         .66
ENI SpA (American Depositary Receipts) (Italy)                                   140,000        7,350         .31
"Shell" Transport and Trading Co., PLC (United Kingdom)                           10,000          998         .04
GOLD MINES - 0.53%
Ashanti Goldfields Co. Ltd. (Global Depositary Receipts) (Ghana)                 500,600        7,196
Ashanti Goldfields Co. Ltd. (Australia)                                          386,088        5,454         .53
Normandy Mining Ltd. (Australia)                                               7,400,000        9,935         .42
AEROSPACE & MILITARY TECHNOLOGY - 0.60%
Bombardier Inc., Class B (Canada)                                                793,900       14,122         .60
INDUSTRIAL COMPONENTS - 0.52%
Compagnie Generale des Etablissements Michelin, Class B (France)                 220,000       11,286
Compagnie Generale des Etablissements Michelin,                                                               .50
 2.50% convertible preferred                                                      10,000          574
Orbital Engine Corp. Ltd. (Australia)/2/                                         611,040          452         .02
TRANSPORTATION:  RAIL & ROAD - 0.50%
TNT Ltd. (Australia)/2/                                                        5,248,007       10,334
TNT Ltd., 8.00% convertible preferred                                            783,255        1,555         .50
LEISURE & TOURISM - 0.45%
Mandarin Oriental International Ltd. (Singapore)                               6,911,218       10,574         .45
DATA PROCESSING & REPRODUCTION - 0.42%
Olivetti SpA (Italy)/2/                                                       28,300,000       10,066         .42
TRANSPORTATION:  SHIPPING - 0.40%
Stolt-Nielsen SA, Class B (American Depositary Receipts)
 (Multinational)                                                                 327,000        5,723         .24
Nippon Yusen KK (Japan)                                                          790,000        3,782         .16
METALS:  STEEL - 0.36%
Kawasaki Steel Corp. (Japan)                                                   2,700,000        8,467         .36
FOREST PRODUCTS & PAPER - 0.33%
UPM-Kymmene Corp. (Finland)/2/                                                   385,000        7,712         .33
FINANCIAL SERVICES - 0.19%
ACOM CO., LTD. (Japan)                                                           100,000        4,392         .19
REAL ESTATE - 0.15%
Mitsui Fudosan Co., Ltd. (Japan)                                                 300,000        3,558         .15
MISCELLANEOUS
Other stocks in initial period of acquisition                                                 118,420        5.00
                                                                                         ------------------------
TOTAL STOCKS (cost: $1,785,725,000)                                                         2,157,219       91.04
                                                                                         ------------------------
 
                                                                             Principal
                                                                              Amount
Convertible Debentures                                                         (000)
- ---------------------------------------------------------------------     -------------  -----------------------
ELECTRIC & GAS - 0.21%
Korea Electric Power Corp 5.00% 2001                                            KW5,000         4,925         .21
FOREST PRODUCTS & PAPER - 0.18%
UPM-Kymmene Corp. 8.25% 2043                                                   FM17,000         4,183         .18
ELECTRONIC COMPONENTS - 0.08%
Acer Peripherals Inc. 1.25% 2006                                                   $2000        2,010         .08
AUTOMOBILES - 0.01%
Daimler-Benz AG 4.125% 2003                                                        DM463          348         .01
                                                                                         ----------------------
TOTAL CONVERTIBLE DEBENTURES (cost: $11,595,000)                                               11,466         .48
                                                                                         ----------------------
TOTAL EQUITY-TYPE SECURITIES (cost: $1,797,320,000)                                         2,168,685       91.52
                                                                                         ----------------------
 
 
                                                                             Principal      Market      Percent
                                                                              Amount         Value      of Net
Short-Term Securities                                                          (000)         (000)      Assets
- ---------------------------------------------------------------------     -------------  ----------------------
CORPORATE SHORT-TERM NOTES - 6.90%
Daimler-Benz North America Corp. 5.34%-5.42% due 12/11-12/17/96                  $20,400       20,355         .86
Panasonic Finance Inc. 5.28% due 2/7/97/1/                                        20,000       19,795         .84
Siemens Corp. 5.24%-5.31% due 12/5/96-1/31/97                                     19,800       19,685         .83
SmithKline Beecham Corp. 5.23%-5.25% due 12/2-12/3/96                             19,600       19,594         .83
Toyota Motor Corp. 5.28%-5.29% due 12/3-12/4/96                                   16,200       16,192         .68
France Telecom 5.30% due 2/10-2/25/97                                             13,990       13,823         .58
Halifax Building Society 5.40% due 1/3/97                                         13,300       13,232         .56
Canada Bills 5.23%-5.27% due 12/9-12/12/96                                        13,200       13,181         .56
Sony Capital Corp. 5.31% due 1/13-1/15/97/1/                                       8,100        8,046         .34
Abbey National North America 5.31% due 12/30/96                                    7,000        6,969         .29
Svenska Handelsbanken Inc. 5.43% due 12/19/96                                      5,000        4,986         .21
Dresdner U.S. Finance Inc. 5.30% due 1/6/97                                        4,000        3,978         .17
ABN AMRO North America Finance Inc. 5.50% due 12/3/96                              3,600        3,598         .15
 
CERTIFICATES OF DEPOSIT - 0.21%
National Westminster Bank PLC 5.53% due 12/12/96                                   5,000        5,000         .21
                                                                                         -----------------------
TOTAL SHORT-TERM SECURITIES (cost: $168,440,000)                                              168,434        7.11
                                                                                         -----------------------
TOTAL INVESTMENT SECURITIES (cost: $1,965,760,000)                                          2,337,119       98.63
 
Excess of cash and receivables over payables                                                   32,509        1.37
                                                                                         -----------------------
NET ASSETS                                                                                  2,369,628     100.00%
                                                                                         ========     ========
 
/1/ Purchased in a private placement transaction; resale to the public
  may require registration or sale only to qualified institutional buyers.
 
/2/ Non-income-producing securities.
 
See Notes to Financial Statements
 
Equity-type securities appearing in the portfolio
since May 31, 1996
 
Acer Peripherals
Anglovaal
ASM Lithography Holding
Benpres Holdings
De Beers Consolidated Mines
Hirose Electric
Hoechst
Hong Kong Telecommunications
Hyundai Motor
Kawasaki Steel
Korea Electric Power
Korea Mobile Telecommunications
Mediaset
Mitsui Fudosan
Multicanal Participacoes
Normandy Mining
Pathe
SGL Carbon
"Shell" Transport and Trading
SmarTone Telecommunications Holdings
SmithKline Beecham
Sony Music Entertainment
Square
Svedala Industri
Telefonica del Peru
 
Equity-type securities eliminated from the portfolio
since May 31, 1996
 
Air New Zealand
Atlas Copco
Autopistas, Concesionaria Espanola
Banco Popular Espanol
Bank of Montreal
BARCO nv
British Airways
British Sky Broadcasting Group
Canadian National Railway
Chargeurs
China Light & Power
Compagnie de Saint-Gobain
Deutsche Bank
Engen
Hazlewood Foods
Irish Life
Ito-Yokado
ITOCHU
John Fairfax Holdings
Munchener Ruckversicherungs-Gesellschaft
NetCom Systems
News International
Nippon Telegraph and Telephone
Pohang Iron & Steel
Preussag
Rank Organisation
Securicor Group
Sidel
Sun Hung Kai Properties
Svenskt Stal
Swire Pacific
Tele Danmark
Telefonica de Sao Paulo
Uni-Charm
Vodafone Group
</TABLE>
 
<TABLE>
<S>                                                            <C>       <C>         <C>
American Variable Insurance Series
GROWTH-INCOME FUND
Investment Portfolio - November 30, 1996
 
Stocks                                                             84.96%
Cash & Equivalents                                                 15.04%
 
 
 
                                                                 Percent
                                                                  of Net
Largest Individual Stocks                                         Assets
AT&T                                                                1.62%
Aluminum Co. of America                                              1.43
Walt Disney                                                          1.39
Atlantic Richfield                                                   1.31
Potash Corp. of Saskatchewan                                         1.19
Seagram                                                              1.17
WMX Technologies                                                     1.12
Schering-Plough                                                      1.09
Bowater                                                              1.07
Philip Morris                                                        1.05
 
                                                                 Number       Market    Percent
                                                                      of       Value     of Net
Stocks (common and preferred)                                     Shares       (000)     Assets
 
Energy Sources - 8.79%
Atlantic Richfield Co.                                           495,000      68,867       1.31%
Phillips Petroleum Co.                                         1,075,000      48,509         .93
Diamond Shamrock, Inc.                                         1,460,000      47,450         .90
Amoco Corp.                                                      600,000      46,575         .89
Pennzoil Co.                                                     750,000      42,188         .80
Valero Energy Corp.                                            1,275,000      38,250         .73
Unocal Corp.                                                     835,000      34,026         .65
Exxon Corp.                                                      300,000      28,387         .54
Texaco Inc.                                                      175,000      17,347         .33
Royal Dutch Petroleum Co. (New York Registered Shares)
 (Netherlands)                                                   100,000      16,988         .32
Chevron Corp.                                                    250,000      16,750         .32
TOTAL, Class B (American Depositary Receipts) (France)           409,455      16,532         .32
Union Pacific Resources Group, Inc.                              419,281      12,526         .24
Ashland Inc.                                                     200,000       9,600         .18
Societe Nationale Elf Aquitaine (American Depositary Receipts)                               .00
 (France)                                                        200,000       8,775         .17
Murphy Oil Corp.                                                 163,200       8,323         .16
Health & Personal Care - 6.82%
Schering-Plough Corp.                                            800,000      57,000        1.09
Pfizer Inc                                                       600,000      53,775        1.02
Merck & Co., Inc.                                                575,000      47,725         .91
American Home Products Corp.                                     660,000      42,405         .81
Warner-Lambert Co.                                               520,000      37,180         .71
Kimberly-Clark Corp.                                             370,000      36,167         .69
Abbott Laboratories                                              350,000      19,513         .37
Johnson & Johnson                                                300,000      15,938         .30
AB Astra, Class A (American Depositary Receipts) (Sweden)        300,000      14,475         .28
Eli Lilly and Co.                                                180,000      13,770         .26
Bristol-Myers Squibb Co.                                         100,000      11,375         .22
Tambrands Inc.                                                   200,000       8,550         .16
Banking - 6.44%
Norwest Corp.                                                    800,000      37,400         .71
First Union Corp.                                                365,000      27,877         .53
PNC Bank Corp.                                                   700,000      27,650         .53
BankAmerica Corp.                                                260,000      26,780         .51
Banc One Corp.                                                   551,375      26,259         .50
KeyCorp                                                          450,000      23,569         .45
SunTrust Banks, Inc.                                             450,000      22,837         .43
Chase Manhattan Corp.                                            200,000      18,900         .36
National City Corp.                                              400,000      18,550         .35
Fleet Financial Group, Inc.                                      300,000      16,613         .32
First Chicago NBD Corp.                                          250,000      14,687         .28
Northern Trust Corp.                                             200,000      14,525         .28
Bank of New York Co., Inc.                                       400,000      14,350         .27
Wells Fargo & Co.                                                 50,000      14,231         .27
CoreStates Financial Corp                                        250,000      13,469         .26
Citicorp                                                         100,000      10,925         .21
J.P. Morgan & Co. Inc.                                           100,000       9,438         .18
Business & Public Services - 5.89%
WMX Technologies, Inc.                                         1,630,000      58,680        1.12
Browning-Ferris Industries, Inc.                               1,450,000      38,969         .74
Cognizant Corp./1/                                               960,000      33,120         .63
Electronic Data Systems Corp.
 (formerly General Motors Corp., Class E)                        649,500      31,419         .60
Alexander & Baldwin, Inc.                                      1,020,000      27,030         .51
Dun & Bradstreet Corp.                                           960,000      21,720         .41
Omnicom Group Inc.                                               340,000      17,340         .33
Federal Express Corp./1/                                         380,000      16,815         .32
Manpower Inc.                                                    450,000      14,681         .28
PacifiCare Health Systems, Inc., Class A/1/                      160,000      12,640         .24
Humana Inc./1/                                                   600,000      11,325         .22
Pitney Bowes Inc.                                                175,000      10,325         .20
Ecolab Inc.                                                      250,000       9,719         .18
A.C. Nielsen Corp./1/                                            320,000       5,560         .11
Broadcasting & Publishing - 4.11%
Viacom Inc., Class B/1/                                        1,235,000      46,621         .89
Time Warner Inc.                                                 942,000      38,386         .73
News Corp. Ltd. (American Depositary Receipts) (Australia)     1,100,000      23,375
News Corp. Ltd., preferred shares (American Depositary
 Receipts)                                                       400,000       6,900         .58
New York Times Co., Class A                                      645,000      24,107         .46
E.W. Scripps Co., Class A                                        630,000      21,892         .42
U S WEST Media Group/1/                                          775,000      14,822         .28
Gannett Co., Inc.                                                170,000      13,345         .25
Comcast Corp., Class A, special stock                            729,706      12,223         .23
Tele-Communications, Inc., Series A, Liberty
 Media Group/1/                                                  393,750       9,844         .19
Chris-Craft Industries, Inc./1/                                  101,821       4,162         .08
Telecommunications- 4.06%
AT&T Corp.                                                     2,170,000      85,172        1.62
Ameritech Corp.                                                  804,100      47,341         .90
U S WEST Communications, Inc.                                    850,000      26,563         .51
Telefonos de Mexico, SA de CV, Class L
 (American Depositary Receipts) (Mexico)                         575,000      17,466         .33
MCI Communications Corp.                                         539,800      16,464         .31
AirTouch Communications/1/                                       449,621      11,522         .22
SBC Communications Inc.                                          100,000       5,262         .10
ALLTEL Corp.                                                     108,200       3,449         .07
Merchandising - 3.74%
Circuit City Stores, Inc.                                      1,418,000      47,326         .90
Wal-Mart Stores, Inc.                                          1,650,000      42,075         .80
Limited Inc.                                                   1,294,900      23,308         .45
Giant Food Inc., Class A                                         450,000      15,187         .29
Federated Department Stores/1/                                   400,000      13,650         .26
J.C. Penney Co., Inc.                                            250,000      13,437         .26
Mercantile Stores Co., Inc.                                      250,000      12,563         .24
May Department Stores Co.                                        250,000      12,188         .23
Sears, Roebuck and Co.                                           200,000       9,950         .19
Gap, Inc.                                                        200,000       6,425         .12
Chemicals - 3.71%
Mallinckrodt, Inc.                                               799,600      35,182         .67
Praxair, Inc.                                                    600,000      29,175         .56
Monsanto Co.                                                     673,000      26,752         .51
E.I. du Pont de Nemours and Co.                                  275,000      25,919         .49
Dow Chemical Co.                                                 180,000      15,075         .29
Great Lakes Chemical Corp.                                       250,000      13,406         .26
Imperial Chemical Industries PLC (American
 Depositary Receipts) (United Kingdom)                           200,000      10,350         .20
Eastman Chemical Co.                                             175,000       9,997         .19
PPG Industries, Inc.                                             140,000       8,575         .16
Lyondell Petrochemical Co.                                       340,000       7,650         .15
Air Products and Chemicals, Inc.                                 100,000       6,950         .13
Engelhard Corp.                                                  284,400       5,546         .10
Forest Products & Paper - 3.50%
Bowater Inc.                                                   1,495,000      56,249        1.07
Union Camp Corp.                                                 750,000      36,844         .70
Weyerhaeuser Co.                                                 450,000      20,700         .40
Rayonier Inc.                                                    525,000      20,344         .39
International Paper Co.                                          450,000      19,125         .36
Georgia-Pacific Corp.                                            150,000      10,912         .21
James River Corp. of Virginia                                    300,000       9,600         .18
Westvaco Corp.                                                   187,500       5,297         .10
Louisiana-Pacific Corp.                                          200,000       4,525         .09
Insurance - 3.15%
SAFECO Corp.                                                   1,078,800      44,905         .86
General Re Corp.                                                 156,000      26,325         .50
Allstate Corp.                                                   400,000      24,100         .46
American General Corp.                                           420,000      17,272         .33
Liberty Corp.                                                    350,000      13,344         .25
Aetna Inc.                                                       181,100      13,062         .25
AMBAC Inc.                                                       129,900       8,898         .17
St. Paul Companies, Inc.                                         120,000       7,065         .13
Arthur J. Gallagher & Co.                                        188,100       5,784         .11
American International Group, Inc.                                41,250       4,744         .09
Machinery & Engineering - 3.08%
Caterpillar Inc.                                                 625,000      49,453         .94
Parker Hannifin Corp.                                          1,000,000      40,625         .77
Deere & Co.                                                      716,600      31,978         .61
Ingersoll-Rand Co.                                               350,000      16,275         .31
Crompton & Knowles Corp.                                         700,000      12,863         .25
Greenfield Capital Trust, 6.00% convertible preferred/2/         118,000       5,428         .10
Case Corp.                                                       100,000       5,250         .10
Beverages & Tobacco - 2.84%
Seagram Co. Ltd. (Canada)                                      1,500,000      61,313        1.17
Philip Morris Companies Inc.                                     535,000      55,172        1.05
PepsiCo, Inc.                                                    870,000      25,991         .49
Anheuser-Busch Companies, Inc.                                   160,000       6,780         .13
Food & Household Products - 2.71%
Unilever NV (New York Registered Shares) (Netherlands)           250,000      43,281         .82
McCormick & Co.                                                  950,000      23,394         .45
Archer Daniels Midland Co.                                       850,000      18,700         .36
CPC International Inc.                                           200,000      16,650         .32
H.J. Heinz Co.                                                   375,000      14,203         .27
General Mills, Inc.                                              210,200      13,348         .25
ConAgra, Inc.                                                    240,000      12,750         .24
Aerospace & Military Technology - 2.15%
United Technologies Corp.                                        145,000      20,336         .39
General Motors Corp., Class H                                    370,000      20,165         .38
Boeing Co.                                                       200,000      19,875         .38
Sundstrand Corp.                                                 500,000      19,500         .37
Raytheon Co.                                                     350,000      17,894         .34
Litton Industries, Inc./1/                                       321,800      15,044         .29
Miscellaneous Materials & Commodities - 2.05%
Potash Corp. of Saskatchewan Inc. (Canada)                       830,000      62,561        1.19
Crown Cork & Seal Co., Inc.                                      450,000      23,850         .46
Pioneer Hi-Bred International, Inc.                              300,000      20,925         .40
Metals: Nonferrous - 1.78%
Aluminum Co. of America                                        1,180,000      75,078        1.43
Inco Ltd. (Canada)                                               280,000       9,765         .18
Alumax Inc./1/                                                   160,000       5,180         .10
Phelps Dodge Corp.                                                50,000       3,631         .07
Recreation & Other Consumer Products - 1.74%
Polaroid Corp.                                                   950,000      40,494         .77
Eastman Kodak Co.                                                220,000      17,820         .34
Stanley Works                                                    400,000      11,800         .22
American Greetings Corp., Class A                                400,000      11,300         .22
Duracell International Inc.                                      150,000       9,994         .19
Financial Services - 1.74%
Household International, Inc.                                    300,000      28,425         .54
Beneficial Corp.                                                 400,000      24,850         .47
Finova Group Inc.                                                180,000      11,880         .23
ADVANTA Corp., Class A                                           200,000       8,900         .17
American Express Co.                                             170,000       8,882         .17
Capital One Financial Corp.                                      150,000       5,419         .10
Associates First Capital Corp., Class A                           60,000       2,903         .06
Transportation: Rail & Road - 1.68%
Conrail, Inc.                                                    352,122      34,244         .65
Union Pacific Corp.                                              548,250      31,935         .61
Norfolk Southern Corp.                                           245,000      22,050         .42
Leisure & Tourism - 1.67%
Walt Disney Co.                                                  989,932      73,007        1.39
Host Marriott Corp./1/                                           600,000       9,150         .17
Marriott International, Inc.                                     100,000       5,575         .11
Data Processing & Reproduction - 1.50%
Silicon Graphics, Inc./1/                                      1,300,000      25,837         .49
Xerox Corp.                                                      510,000      25,054         .48
Adobe Systems Inc.                                               400,000      15,800         .30
International Business Machines Corp.                             75,000      11,953         .23
Electronic Components - 1.41%
Texas Instruments Inc.                                           500,000      31,875         .61
Intel Corp.                                                      200,000      25,375         .48
Linear Technology Corp.                                          350,000      16,494         .32
Multi-Industry - 1.36%
Tenneco Inc.                                                     555,000      28,305         .54
Textron Inc.                                                     170,000      16,214         .31
AlliedSignal Inc.                                                200,000      14,650         .28
Harsco Corp.                                                     100,000       6,975         .13
Minnesota Mining and Manufacturing Co.                            60,000       5,025         .10
Energy Equipment - 1.21%
Western Atlas Inc./1/                                            296,800      20,924         .40
Schlumberger Ltd. (Netherlands Antilles)                         170,000      17,680         .34
Baker Hughes Inc.                                                300,000      10,988         .21
Cooper Industries, Inc.                                          179,802       7,462         .14
Dresser Industries, Inc.                                         200,000       6,550         .12
Electrical & Electronics - 0.93%
Nokia Corp., Class A (American Depositary Receipts) (Finland)
 (Finland)                                                       600,000      33,675         .64
Lucent Technologies Inc.                                         297,136      15,228         .29
Telefonaktiebolaget LM Ericsson, Class B
 (American Depositary Receipts) (Sweden)                         350,000      10,806         .21
Industrial Components - 1.02%
Goodyear Tire & Rubber Co.                                       595,000      28,857         .55
Rockwell International Corp.                                     200,000      12,850         .24
Dana Corp.                                                       231,800       7,215         .14
ITT Industries, Inc.                                             200,000       4,675         .09
Utilities: Electric & Gas - 0.95%
Union Electric Co.                                               500,000      19,875         .38
Consolidated Edison Co. of New York, Inc.                        450,000      13,050         .25
Pacific Gas and Electric Co.                                     500,000      12,062         .23
Edison International                                             250,000       4,969         .09
Automobiles - 0.95%
General Motors Corp.                                             550,000      31,694         .61
Ford Motor Co., Class A                                          550,000      18,012         .34
Transportation: Airlines - 0.80%
AMR Corp./1/                                                     412,500      37,641         .72
Delta Air Lines, Inc.                                             60,000       4,515         .08
Appliances & Household Durables - 0.71%
Corning Inc.                                                     670,000      27,135         .52
Philips Electronics NV (New York Registered Shares)
 (Netherlands)                                                   250,000      10,125         .19
Textiles & Apparel - 0.30%
VF Corp.                                                         230,000      15,611         .30
Electronic Instruments
Imation Corp./1/                                                   6,000         182         .00
Miscellaneous
Other stocks in initial period of acquisition                                103,038        1.96
                                                                                   -          -
TOTAL STOCKS (cost: $3,221,455,000)                                        4,459,328       84.96
                                                                                   -          -
 
Short-Term Securities
Corporate Short-Term Notes - 12.05%
H.J. Heinz Co. 5.23%-5.30% due 12/9/96-1/8/97                     68,900      68,709        1.31
IBM Credit Corp. 5.30% due 1/15-1/30/97                           56,200      55,750        1.06
Coca-Cola Co. 5.25% due 12/19-12/26/96                            55,000      54,822        1.04
Lucent Technologies Inc. 5.24%-5.29% due 12/3/96-2/5/97           53,200      52,973        1.01
Walt Disney Co. 5.26%-5.28% due 1/7-2/14/97                       50,200      49,779         .95
Southwestern Bell Capital Corp. 5.24%-5.30%
 due 12/3/96-1/22/97/2/                                           43,000      42,846         .82
General Electric Capital Corp. 5.25%-5.34%
 due 12/18/96-1/29/97                                             42,800      42,486         .81
National Rural Utilities Cooperative Finance Corp. 5.28%-5.31%
 due 1/6-2/18/97                                                  41,200      40,839         .78
Weyerhaeuser Co. 5.28%-5.30% due 1/13-1/24/97                     39,700      39,415         .75
Hershey Foods Corp. 5.24%-5.26% due 12/2/96-1/14/97               34,600      34,466         .66
Kellogg Co. 5.23%-5.30% due 12/4/96-1/2/97                        27,000      26,949         .51
American Express Credit Corp. 5.32% due 1/6/97                    26,800      26,653         .51
Monsanto Co. 5.25% due 12/13/96/2/                                25,200      25,152         .48
Sara Lee Corp. 5.28% due 12/27/96                                 20,000      19,921         .38
Beneficial Corp. 5.30% due 1/16/97                                16,000      15,889         .30
Gannett Co., Inc. 5.25% due 12/5/96/2/                            13,600      13,590         .26
J.C. Penney Funding Corp. 5.24%-5.25% due 12/10-12/20/96          12,200      12,176         .23
United Parcel Service of America Inc. 5.40% due 12/11/96          10,000       9,984         .19
 
Federal Agency Discount Notes - 1.52%
Federal Home Loan Mortgage Corp. 5.215% due 12/11-12/16/96        79,715      79,560        1.52
 
Certificates of Deposit  - 0.95%
Morgan Guaranty Trust Co. of New York 5.29% due 12/12/96          50,000      50,000         .95
                                                                                   -          -
TOTAL SHORT-TERM SECURITIES (cost: $761,970,000)                             761,959       14.52
                                                                                   -          -
TOTAL INVESTMENT SECURITIES (cost: $3,983,425,000)                         5,221,287       99.48
Excess of cash and receivables
 over payables                                                                27,353         .52
                                                                                   -          -
NET ASSETS                                                                 5,248,640     100.00%
                                                                         =======================
 
/1/ Non-income-producing securities.
 
/2/ Purchased in a private placement transaction; resale to the public
 may require registration or sale only to qualified institutional buyers.
 
See Notes to Financial Statements
 
 
Stocks appearing in the portfolio
since May 31, 1996
 
AB Astra
A.C. Nielsen
Aetna
Air Products and Chemicals
Ashland
Associates First Capital
Circuit City Stores
Cognizant
Comcast
Crown Cork & Seal
Dresser Industries
Federated Department Stores
Finova Group
Humana
Imation
ITT Industries
Limited
Linear Technology
Lucent Technologies
Lyondell Petrochemical
McCormick & Co.
PacifiCare Health Systems
Pennzoil
Philips Electronics
Pioneer Hi-Bred International
Raytheon
Societe Nationale Elf Aquitaine
Telefonaktiebolaget LM Ericsson
Union Pacific
 
Stocks eliminated from the portfolio
since May 31, 1996
 
360/0/ Communications
Bankers Trust New York
Bausch & Lomb
Betz Laboratories
Boatmen's Bancshares
Cleveland-Cliffs
Colgate-Palmolive
Cox Communications
Digital Equipment
General Electric
General Public Utilities
Johnson Controls
LADD Furniture
McKesson
Novell
Oracle
Pacific Telesis Group
Southern Pacific Rail
TIG Holdings
Times Mirror
Tosco
Tribune
TRINOVA
TRW
Walgreen
</TABLE>
 
<TABLE>
<S>                                                          <C>            <C>           <C>
                                                                    Percent
Asset Allocation Fund                                                of Net
Investment Portfolio November 30, 1996                               Assets
- ----------------------------------------------------             ----------
Equity-Type Securities                                                62.13%
Cash & Equivalents                                                     14.30
U.S. Government Bonds                                                  12.05
Corporate Bonds                                                        11.31
Non-U.S. Government Bonds                                                .21
 
 
 
 
LARGEST INDIVIDUAL EQUITIES
Atlantic Richfield                                                     1.95%
Warner-Lambert                                                          1.88
Pfizer                                                                  1.81
Rockwell International                                                  1.74
DuPont                                                                  1.65
Tenneco                                                                 1.56
NationsBank                                                             1.41
Rentokil Group                                                          1.39
J.C. Penney                                                             1.37
PepsiCo                                                                 1.36
 
                                                                                   Market      Percent
                                                                  Number of         Value       of Net
Stocks (common and preferred)                                        Shares         (000)       Assets
- ----------------------------------------------------             ----------    ----------   ----------
Energy Sources- 7.21%
Atlantic Richfield Co.                                              160,000        22,260         1.95%
Royal Dutch Petroleum Co. (New York Registered
 Shares) (Netherlands)                                               90,000        15,289          1.34
Chevron Corp.                                                       225,000        15,075          1.32
Phillips Petroleum Co.                                              200,000         9,025           .79
Kerr-McGee Corp.                                                    100,000         7,000           .61
Diamond Shamrock, Inc.                                              175,000         5,687           .50
Amoco Corp.                                                          60,000         4,658           .41
Unocal Corp.                                                         80,000         3,260           .29
Health & Personal Care- 7.06%
Warner-Lambert Co.                                                  300,000        21,450          1.88
Pfizer Inc                                                          230,000        20,614          1.81
SmithKline Beecham PLC (American Depositary
 Receipts) (United Kingdom)                                         150,000        10,331           .90
Bristol-Myers Squibb Co.                                             70,000         7,962           .70
Tambrands Inc.                                                      170,000         7,268           .64
American Home Products Corp.                                        110,000         7,068           .62
Kimberly-Clark Corp.                                                 60,000         5,865           .51
Banking- 7.03%
NationsBank Corp.                                                   155,000        16,062          1.41
Citicorp                                                            140,000        15,295          1.34
First Union Corp.                                                    94,500         7,217           .63
Jefferson BankShares, Inc.                                          238,700         6,997           .61
CoreStates Financial Corp                                           125,000         6,734           .59
Fleet Financial Group, Inc.                                         120,000         6,645           .58
H.F. Ahmanson & Co.                                                 200,000         6,600           .58
PNC Bank Corp.                                                      135,000         5,333           .47
BankAmerica Corp.                                                    50,000         5,150           .45
KeyCorp                                                              80,000         4,190           .37
Merchandising- 5.91%
J.C. Penney Co., Inc.                                               290,000        15,587          1.37
Wal-Mart Stores, Inc.                                               525,000        13,388          1.17
Walgreen Co.                                                        300,000        12,525          1.10
Limited Inc.                                                        550,000         9,900           .87
May Department Stores Co.                                           125,000         6,094           .53
Circuit City Stores, Inc.                                           130,000         4,339           .38
Sears, Roebuck and Co.                                               60,000         2,985           .26
Mercantile Stores Co., Inc.                                          52,400         2,633           .23
Chemicals- 4.92%
E.I. du Pont de Nemours and Co.                                     200,000        18,850          1.65
Air Products and Chemicals, Inc.                                    195,000        13,552          1.19
PPG Industries, Inc.                                                150,000         9,187           .81
Mallinckrodt Inc.                                                   150,000         6,600           .58
Armor All Products Corp.                                            250,000         4,719           .41
Great Lakes Chemical Corp.                                           60,000         3,218           .28
Industrial Components- 2.74%
Rockwell International Corp.                                        310,000        19,917          1.74
Echlin Inc.                                                         200,000         6,725           .59
Dana Corp.                                                          150,000         4,669           .41
Food & Household Products- 2.37%
McCormick & Co.                                                     400,000         9,850           .86
General Mills, Inc.                                                 100,000         6,350           .56
H.J. Heinz Co.                                                      150,000         5,681           .50
Archer Daniels Midland Co.                                          236,250         5,198           .45
Insurance- 2.25%
American General Corp.                                              176,700         7,267           .64
CIGNA Corp.                                                          50,000         7,069           .62
SAFECO Corp.                                                        150,000         6,244           .55
General Re Corp.                                                     30,000         5,062           .44
Beverages & Tobacco- 2.19%
PepsiCo, Inc.                                                       520,000        15,535          1.36
Seagram Co. Ltd. (Canada)                                           230,000         9,401           .83
Business & Public Services- 2.13%
Rentokil Group PLC (American Depositary Receipts)
 (United Kingdom)                                                   214,000        15,836          1.39
Dun & Bradstreet Corp.                                              200,000         4,525           .39
Alexander & Baldwin, Inc.                                           150,000         3,975           .35
Multi-Industry- 2.06%
Tenneco Inc.                                                        350,000        17,850          1.56
Textron Inc.                                                         60,000         5,722           .50
Recreation & Other Consumer Products- 1.96%
American Greetings Corp., Class A                                   300,000         8,475           .74
Duracell International Inc.                                         120,000         7,995           .70
Stanley Works                                                       200,000         5,900           .52
Forest Products & Paper- 1.71%
Georgia-Pacific Corp.                                               100,000         7,275           .64
Union Camp Corp.                                                    100,000         4,912           .43
Weyerhaeuser Co.                                                    100,000         4,600           .40
Rayonier Inc.                                                        70,000         2,713           .24
Transportation: Rail & Road- 1.56%
Union Pacific Corp.                                                 230,000        13,397          1.17
Conrail, Inc.                                                        45,929         4,467           .39
Aerospace & Military Technology- 1.48%
General Motors Corp., Class H                                       200,000        10,900           .96
Boeing Co.                                                           60,000         5,963           .52
Electrical & Electronics- 1.30%
Nokia Corp., Class A (American Depositary
 Receipts) (Finland)                                                170,000         9,541           .84
Hubbell Inc., Class B                                               126,000         5,292           .46
Machinery & Engineering- 1.19%
Deere & Co.                                                         180,000         8,032           .71
Crompton & Knowles Corp.                                            300,000         5,513           .48
Leisure & Tourism- 1.11%
Carnival Corp., Class A                                             400,000        12,650          1.11
Data Processing & Reproduction- 0.87%
Adobe Systems Inc.                                                  130,000         5,135           .45
International Business Machines Corp.                                30,000         4,781           .42
Telecommunications- 0.80%
Pacific Telesis Group                                               150,000         5,550           .49
AT&T Corp.                                                           90,000         3,533           .31
Metals: Nonferrous- 0.78%
Aluminum Co. of America                                             140,000         8,907           .78
Miscellaneous Materials & Commodities- 0.53%
Potash Corp. of Saskatchewan Inc. (Canada)                           80,000         6,030           .53
Automobiles- 0.50%
General Motors Corp.                                                100,000         5,762           .50
Broadcasting & Publishing- 0.44%
Time Warner Inc., preferred equity redemption
 cumulative stock                                                    55,000         2,200
Time Warner Inc., 10.25% cumulative exchangeable
 preferred, Series K/1/                                               2,597         2,811           .44
                                                                              -----------  -----------
TOTAL STOCKS (cost: $504,469,000)                                                 685,822         60.10
                                                                              -----------  -----------
 
                                                                  Principal
                                                                     Amount
Convertible Debentures                                                (000)
- ----------------------------------------------------             ----------    ----------   ----------
Industrials & Services- 0.90%
Turner Broadcasting System, Inc. 0% 2007/1/                          10,000         4,850           .43
Hanson America Inc. 2.39% 2001/1/                                     5,000         4,375           .38
Time Warner Inc. 0% 2012                                              2,500           944           .08
Discovery Zone 0% 2013                                                6,000            75           .01
Telecommunications- 0.25%
U S WEST Communications, Inc. 0% 2011                                 8,000         2,890           .25
                                                                               ----------   ----------
TOTAL CONVERTIBLE DEBENTURES (cost: $14,695,000)                                   13,134          1.15
                                                                               ----------   ----------
MISCELLANEOUS
Other equity-type securities in initial period of
 acquisition (cost:$9,725,000)                                                      9,986           .88
                                                                               ----------   ----------
 
TOTAL EQUITY-TYPE SECURITIES (cost: $528,889,000)                                 708,942         62.13
                                                                               ----------   ----------
 
Bonds & Notes
- -----------------------------------------------
Industrials- 9.06%
Oryx Energy Co.:
 9.50% 1999                                                           3,000         3,195
 8.375% 2004                                                          2,500         2,641
 10.00% 1999                                                          1,000         1,070           .61
Time Warner Inc. 9.125% 2013                                          4,000         4,430           .39
Inco Ltd.:
 9.60% 2022                                                           2,000         2,240
 9.875% 2019                                                          1,500         1,621           .34
News America Holdings Inc.:
 10.125% 2012                                                         2,000         2,369
 7.43% 2026                                                           1,250         1,303           .32
Mobil Corp. 8.00% 2032                                                3,000         3,182           .28
Allegiance Corp. 7.00% 2026                                           3,000         3,105           .27
General Motors Corp. 8.80% 2021                                       2,500         2,948           .26
USX Corp. 9.125% 2013                                                 2,500         2,896           .25
Dayton Hudson Corp. 8.50% 2022                                        2,500         2,666           .23
Philips Electronics NV 7.20% 2026                                     2,500         2,597           .23
360/0/ Communications Co. 7.50% 2006                                    2,500         2,530           .22
Freeport-McMoRan Copper & Gold Inc. 7.20% 2026                        2,500         2,525           .22
OXYMAR 7.50% 2016/1/                                                  2,500         2,450           .21
Acme Metals Inc. 12.50% 2002                                          2,000         2,140           .19
Container Corp. of America 9.75% 2003                                 2,000         2,085           .18
CenCall Communications Corp. 0%/10.125% 2004/2/                       3,000         1,995           .18
TCI Communications, Inc. 8.75% 2015                                   2,000         1,967           .17
Tele-Communications, Inc. 9.25% 2023                                  2,000         1,957           .17
Unisys Corp. 11.75% 2004                                              1,750         1,829           .16
Comtel Brasileira Ltda. 10.75% 2004/1/                                1,500         1,556           .14
Loehmann's, Inc. 11.875% 2003                                         1,000         1,080           .09
Omnipoint Corp. 11.625% 2006/1/                                       1,000         1,052           .09
Kaiser Aluminum Corp. 12.75% 2003                                       750           791           .07
PriCellular Wireless Corp. 10.75% 2004/1/                               750           780           .07
Woolworth Corp., Series A, 7.00% 2002                                   750           753           .07
Federal Agency Obligations-Mortgage
 Pass-Throughs /4/- 3.65%
Government National Mortgage Assn.:
 8.00% 2020-2026                                                     20,729        21,438
 7.50% 2026                                                           9,900        10,042
 8.50% 2022-2026                                                      5,695         5,980
 10.00% 2019                                                          1,384         1,525          3.42
Federal National Mortgage Assn.:
 7.00% 2009                                                           1,812         1,826
 9.00% 2019                                                             759           809           .23
Financial- 3.48%
Capital One Bank:
 7.35% 2000                                                           7,500         7,699
 7.15% 2006                                                           2,000         2,051           .85
General Motors Acceptance Corp.:
 8.875% 2010                                                          3,235         3,865
 9.625% 2001                                                          2,000         2,275           .54
Ocwen Financial Corp. 11.875% 2003                                    2,850         3,028           .26
Aetna Services, Inc. 6.97% 2036                                       2,500         2,593           .23
Terra Nova (Bermuda) Holdings Ltd. 10.75% 2005                        2,000         2,265           .20
First Union Corp. 6.82%/7.57% 2026/2/                                 2,000         2,059           .18
Chevy Chase Bank, F.S.B. 9.25% 2008                                   2,000         2,020           .18
American Re Corp. 10.875% 2004                                        1,500         1,623           .14
B.F. Saul Real Estate Investment Trust 11.625% 2002                   1,500         1,620           .14
First Nationwide Holdings Inc. 10.625% 2003/1/                        1,500         1,605           .14
Security Capital Industrial Trust 7.95% 2008                          1,500         1,587           .14
Shopping Center Associates 6.75% 2004/1/                              1,500         1,488           .13
Irvine Co. 7.46% 2006/1/ /3/                                          1,500         1,466           .13
Metropolitan Life Insurance Co. 7.45% 2023/1/                         1,500         1,438           .12
National Westminster Bancorp Inc. 9.45% 2001                          1,000         1,124           .10
Collateralized Mortgage Obligations
 (Privately Originated) /4/- 2.05%
Continental Airlines, Inc.:
 1996-A, 6.94% 2013/1/                                                4,000         4,045
 1996-2C, 10.22% 2014/1/                                              2,250         2,693           .59
United Air Lines, Inc.:
 1996-A2, 7.87% 2019                                                  2,500         2,512
 1995-A1, 9.02% 2012                                                  1,417         1,573           .36
Delta Air Lines, Inc.:
 1993-A2, 10.50% 2016                                                 2,000         2,481
 1992-A2, 9.20% 2014                                                  1,000         1,128           .31
Airplanes Pass Through Trust, Class C, 8.15% 2019                     3,000         3,157           .28
Jet Equipment Trust, Series 1995-B, 7.83% 2015/1/                     2,431         2,575           .22
USAir, Inc., 1996-B, 7.50% 2008/1/                                    1,948         2,026           .18
Federal Express Corp. 7.53% 2006                                      1,238         1,279           .11
Federal Agency Obligations-Other- 1.42%
Federal National Mortgage Assn.:
 6.53% 2006                                                          10,000         9,742
 7.52% 2004                                                           4,000         4,090          1.21
Federal Home Loan Mortgage Corp. 6.555% 2006                          2,400         2,358           .21
Non-U.S. Government Obligations- 0.21%
Israel (State of) 6.375% 2005                                         2,500         2,437           .21
Transportation- 0.15%
AMR Corp. 9.75% 2000                                                  1,000         1,090           .10
United Air Lines, Inc. 9.00% 2003                                       500           549           .05
Asset-Backed Obligations 4- 0.13%
Green Tree Financial Corp., Series 1995-A, Class NIM,
 7.25% 2005                                                           1,429         1,427           .13
Electric & Gas Utilities- 0.09%
Columbia Gas System Inc., Series E, 7.32% 2010                        1,000         1,017           .09
U.S. Treasury Obligations- 6.98%
10.375% 2012                                                         17,000        22,453
7.25% 2004                                                           13,000        13,985
7.125% 2000                                                           8,000         8,325
8.75% 1997                                                            6,000         6,166
8.75% 2008                                                            5,000         5,738
8.25% 2005                                                            5,000         5,335
9.25% 1998                                                            5,000         5,295
8.75% 2000                                                            3,000         3,295
8.875% 1999                                                           2,500         2,666
11.125% 2003                                                          2,000         2,563
10.375% 2009                                                          2,000         2,528
11.75% 2010                                                             500           679
10.75% 2003                                                             500           627          6.98
                                                                               ----------   ----------
TOTAL BONDS & NOTES (cost: $264,266,000)                                          269,013         23.57
                                                                               ----------   ----------
 
Short-Term Securities
- ------------------------------------------------
Corporate Short-Term Notes- 12.66%
J.C. Penney Funding Corp. 5.23%-5.31% due 12/12/96-1/30/97           25,300        25,218          2.21
American Express Credit Corp. 5.25%-5.26% due 12/5-12/18/96          20,000        19,967          1.75
Warner-Lambert Co. 5.28% due 3/5/97/1/                               20,000        19,721          1.73
Lucent Technologies Inc. 5.24%-5.26% due 12/5/96-1/6/97              13,500        13,467          1.18
PACCAR Financial Corp. 5.24% due 12/19/96                            12,000        11,967          1.05
Walt Disney Co. 5.28% due 1/7/97                                     10,700        10,640           .93
Hershey Foods Corp. 5.24% due 12/2/96                                10,400        10,397           .91
Sara Lee Corp. 5.28% due 12/27/96                                    10,000         9,961           .87
IBM Credit Corp. 5.30% due 1/15-1/30/97                               9,900         9,820           .86
General Electric Capital Corp. 5.34% due 1/29/97                      7,700         7,631           .67
National Rural Utilities Cooperative Finance Corp.
 5.30% due 12/13/96                                                   5,700         5,689           .50
Federal Agency Discount Notes- 1.14%
Federal National Mortgage Assn. 5.45% due 12/10/96                   13,000        12,981          1.14
                                                                                ---------    ---------
TOTAL SHORT-TERM SECURITIES (cost: $157,461,000)                                  157,459         13.80
                                                                                ---------    ---------
TOTAL INVESTMENT SECURITIES (cost: $950,616,000)                                1,135,414         99.50
 
Excess of cash and receivables over payables                                        5,677           .50
                                                                                ---------    ---------
NET ASSETS                                                                      1,141,091       100.00%
                                                                                =========    =========
 
 
/1/Purchased in a private placement transaction; resale to the public may require registration or sale
 only to qualified institutional buyers.
/2/Represents a step bond; coupon rate will increase at a later date.
/3/Valued under procedures established by the  Board of Trustees.
/4/ Pass-through securities backed by a pool of mortgages or other loans on which principal payments
 are periodically made. Therefore, the effective maturity is shorter than the stated maturity.
 
See Notes to Financial Statements
 
 
Equity-type securities appearing in the portfolio
since May 31, 1996
 
Carnival
Discovery Zone
General Re
Limited
Mallinckrodt
Potash Corp of Saskatchewan
PPG Industries
Rentokil Group
 
 
Equity-type securities eliminated from the portfolio
since May 31, 1996
 
AMBAC
Anheuser-Busch
Baker Hughes
Bausch & Lomb
H&R Block
Colgate-Palmolive
Comerica
Cooper Cameron
CSX
Eastman Chemical
Eastman Kodak
Gap
General Public Utilities
Greenfield Capital Trust
Hancock Fabrics
Long Island Lighting
Louisiana-Pacific
Minnesota Mining and Manufacturing
Norfolk Southern
Ralston Purina
Texaco
</TABLE>
 
<TABLE>
<S>                                                              <C>          <C>       <C>
AMERICAN VARIABLE INSURANCE SERIES
BOND FUND
INVESTMENT PORTFOLIO - NOVEMBER 30, 1996
 
U.S. GOVERNMENT BONDS                                                   33.10%
CORPORATE BONDS                                                         35.87
CASH & EQUIVALENTS                                                      23.76
EQUITY-TYPE SECURITIES                                                   4.21
NON-U.S. GOVERNMENT BONDS                                                3.06
 
                                                                   Principal     Market  Percent
                                                                       Amount     Value    Of Net
Bonds & Notes                                                           (000)     (000)    Assets
Diversified Media, Cable Television &
Telecommunications - 4.88%
MFS Communications Co., Inc.:
 0%/9.375% 2004/1/                                                       $800      $692
 0%/8.875% 2006/1/                                                        750       544      1.60%
Comtel Brasileira Ltda. 10.75% 2004/2/                                  1,000     1,038       1.34
Brooks Fiber Properties, Inc. 0%/10.875% 2006/1/                          700       459        .59
AT&T Corp. 8.625% 2031                                                    250       272        .35
Time Warner Inc. 7.95% 2000                                               250       260        .34
Muzak LP/Capital 10.00% 2003                                              250       256        .33
Viacom International Inc. 9.125% 1999                                     250       256        .33
Transportation -  4.21%
USAir, Inc. 9.625% 2001                                                 1,000       985       1.27
Airplanes Pass Through Trust:
 Class C, 8.15% 2019/3/                                                   500       526
 Class D, 10.875% 2019/3/                                                 275       307       1.08
Jet Equipment Trust:
 Series 1995-A, 11.44% 2014/2/ /3/                                        300       362
 Series 1994-A, 11.79% 2013/2/ /3/                                        250       308        .86
Continental Airlines, Inc., Series 1996-C, 9.50% 2015/3/                  250       287        .37
Teekay Shipping Corp. 8.32% 2008                                          250       247        .32
United Air Lines, Inc. 10.67% 2004                                        200       241        .31
Financial Services - 3.88%
Ocwen Financial Corp. 11.875% 2003                                      1,150     1,222      1.58%
Capital One Bank 7.15% 2006                                                500       513       .66
Aames Financial Corp. 9.125% 2003                                         500       510        .66
Ford Motor Credit Co. 6.85% 2000                                          500       510        .66
General Motors Acceptance Corp. 6.625% 2005                               250       249        .32
Manufacturing & Materials -  3.75%
Kaiser Aluminum & Chemical Corp.:
 10.875% 2006/2/                                                          500       516
 9.875% 2002                                                              250       252        .99
Knoll Group, Inc. 10.875% 2006                                            500       545        .70
Printpack Inc. 10.625% 2006/2/                                            500       520        .67
Freeport-McMoRan Copper & Gold Inc. 7.20% 2026                            300       303        .39
U.S. Can Corp. 10.125% 2006/2/                                            250       261        .34
Northern Telecom Ltd. 6.875% 2002                                         250       257        .33
AMTROL Inc. 10.625% 2006/2/                                               250       253        .33
Energy & Related Companies - 3.30%
Oryx Energy Co. 8.375% 2004                                               500       528        .68
J. Ray McDermott, SA 9.375% 2006                                          500       525        .68
Mariner Energy, Inc. 10.50% 2006/2/                                       500       519        .67
Chesapeake Energy Corp. 9.125% 2006                                       500       517        .67
Falcon Drilling Co., Inc., Series B, 8.875% 2003                          250       253        .33
McDermott Inc. 9.375% 2002                                                200       211        .27
Cellular, Paging & Wireless Communications -  2.57%
PriCellular Wireless Corp. 10.75% 2004/2/                                 500       520        .67
NEXTEL Communications, Inc. 0%/11.50% 2003/1/                             500       376        .49
360/0/ Communications Co. 7.50% 2006                                        325       329        .43
Sprint Spectrum LP, Sprint Spectrum Finance Corp.                         500       325        .42
 0%/12.50%  2006/1/
Omnipoint Corp. 11.625% 2006/2/                                           250       263        .34
Cellular Communications International, Inc.
 Units, 0% 2000                                                           250       170        .22
Banking & Thrifts - 2.37%
First Nationwide Holdings Inc. 10.625% 2003/2/                          1,000     1,070       1.38
Chevy Chase Bank, FSB 9.25% 2008                                          500       505        .66
First Union Corp. 6.82%/7.57% 2026/1/                                     250       257        .33
Health & Personal Care - 1.92%
Integrated Health Services, Inc. 10.75% 2004                              500       529        .68
Allegiance Corp. 7.00% 2026                                               500       517        .67
Paracelsus Healthcare Corp. 10.00% 2006                                   500       443        .57
Collateralized  Mortgage Obligations (Privately
 Originated) /3/ - 1.86%
Wells Fargo Capital Markets APT Financing Trust 6.56% 2005/2/           1,000     1,007       1.30
Merrill Lynch Mortgage Investors, Inc., Series 1995-C2,
 Class A, 7.452% 2021 /4/                                                 427       436        .56
Broadcasting & Publishing - 1.73%
Young Broadcasting Inc. 10.125% 2005                                      500       502        .65
Grupo Televisa, S.A. 0%/13.25% 2008/1/                                    500       329        .42
News America Holdings Inc. 7.43% 2026                                     250       261        .34
Chancellor Broadcasting Co. 9.375% 2004                                   250       249        .32
Business & Public Services - 1.03%
Allied Waste North America, Inc. 10.25% 2006/2/                           500       510        .66
Federal Express Corp. 9.875% 2002                                         250       288        .37
Merchandising - 0.92%
Loehmann's, Inc. 11.875% 2003                                             500       540        .70
Woolworth Corp., Series A, 7.00% 2002                                     170       171        .22
Asset- Backed Obligations/3/ - 0.85%
Green Tree Financial Corp., Series 1995-A, Class NIM, 7.25% 2005          357       357        .46
EQCC Home Equity Loan Asset-Backed Certificates,  Series 1996-A
 Class A-2, 6.95% 2012                                                    300       304        .39
Insurance - 0.70%
Terra Nova (Bermuda) Holdings Ltd. 10.75% 2005                            250       283        .37
Aetna Services, Inc. 6.97% 2036                                           250       259        .33
Cable & Telephone in the United Kingdom - 0.57%
Comcast UK Cable Partners Ltd. 0%/11.20% 2007/1/                          650       444        .57
Machinery & Engineering - 0.38%
Deere & Co. 8.95% 2019                                                    250       294        .38
Data Processing & Reproduction - 0.34%
Unisys Corp. 11.75% 2004                                                  250       261        .34
Electrical & Electronics - 0.34%
Philips Electronics NV 7.20% 2026                                         250       260        .34
Independent Power Producers - 0.27%
California Energy Co., Inc. 9.875% 2003                                   200       209        .27
Non-U.S. Governments & Governmental
Authorities -  3.06%
Canadian Government 4.599% 2021 /4/                                    C$1000       833       1.08
Argentina (Republic of):
 Eurobond Series L, 6.625% 2005 /4/                                      $319        275
 8.375% 2003                                                               250       233       .66
Ireland (Republic of) 8.00% 2006                                       IRE250       461        .59
Brazil (Federal Republic of) Capitalization Bond 8.00% 2014 /5/          $275        202       .26
Deutschland Republic 8.00% 2002                                         DM250       185        .24
South Africa (Republic of) 13.00% 2010                               ZAR1,000       180        .23
Federal Agency Obligations-Mortgage Pass-Throughs/3/ -  11.17%
Government National Mortgage Assn.:
 5.00% 2026                                                            $2,181     2,156
 6.50% 2025-2026                                                        1,310     1,273       7.72
 9.50% 2021                                                               955     1,040
 10.00% 2019                                                              923     1,016
 7.00% 2026                                                               498       495
Federal National Mortgage Assn.:
 10.00% 2018-2025                                                       1,392     1,542       3.45
 9.00% 2021                                                               781        833
 6.50% 2026                                                               303       294
Federal Agency Obligations-Other - 2.28%
Federal National Mortgage Assn. 7.04% 2005                                 890       884      1.14
Federal Home Loan Mortgage Corp.:
 6.78% 2005                                                               500       496
 5.78% 2003                                                               400       384       1.14
U.S. Treasury Obligations - 19.65%
6.25% 2003                                                              7,500     7,634      19.65
10.375% 2009-2012                                                       3,000     3,934
7.25% 2004                                                              2,500     2,691
8.875% 2017                                                               750       955
                                                                               --------  --------
TOTAL BONDS & NOTES (cost: $54,281,000)                                          55,768      72.03
                                                                               --------   -------
                                                                      Number
                                                                           of
                                                                       Shares
                                                                 or Principal
                                                                       Amount
                                                                        (000)
Equity-Type Securities
Preferred Stocks - 1.04%
Time Warner Inc. exchangeable preferred, Series K/2/                      524       567        .73
El Paso Electric Co., 11.40% preferred,
 Series, A 2008 /5/                                                     2,168       239        .31
Convertible Debentures - 0.70%
U S WEST Communications, Inc. 0% 2011                                  $1,500       542        .70
Miscellaneous
Equity-type securities in initial period of acquisition                           1,909       2.47
                                                                               --------  --------
TOTAL EQUITY-TYPE SECURITIES (cost: $2,667,000)                                   3,257       4.21
                                                                               --------  --------
 
                                                                   Principal
                                                                       Amount
Short-Term Securities                                                   (000)
Corporate Short-Term Notes -  22.35%
Southwestern Bell Telephone Co. 5.25% due 12/6/96                    $  2,000     1,998       2.58
H.J. Heinz Co. 5.25% due 12/4/96                                        1,900     1,899       2.45
CIT Group Holdings Inc. 5.26% 12/16/96                                  1,900     1,896       2.45
Abbott Laboratories Inc. 5.25% due 12/5/96                              1,500     1,499       1.94
Lucent Technologies Inc. 5.25% due 12/17/96                             1,500     1,496       1.93
Coca-Cola Co. 5.24% due 12/30/96                                        1,400     1,394       1.80
Raytheon Co. 5.25% due 12/10/96                                         1,300     1,298       1.68
International Lease Finance Corp. 5.23% due 12/13/96                    1,300     1,297       1.67
IBM Credit Corp. 5.33% due 1/14/97                                      1,300     1,291       1.67
American Express Credit Corp. 5.26% due 12/9/96                         1,000       999       1.29
General Electric Capital Corp. 5.75% due 12/2/96                          900       900       1.16
PACCAR Financial Corp. 5.26% due 12/19/96                                 838       836       1.08
BellSouth Telecommunications, Inc. 5.22% due 12/4/96                      502       502        .65
Federal Agency Discount Notes -  1.29%
Federal Farm Credit Bank 5.22% due 12/6/96                              1,000       999       1.29
                                                                               --------   -------
TOTAL SHORT-TERM SECURITIES (cost: $18,304,000)                                  18,304      23.64
                                                                               --------   -------
 
TOTAL INVESTMENT SECURITIES (cost: $75,252,000)                                  77,329      99.88
Excess of cash and receivables over payables                                         96        .12
                                                                              ---------   -------
NET ASSETS                                                                      $77,425     100.00
                                                                              --------- ---------
/1/ Represents a step bond; coupon rate will increase at a later date.
 
/2/ Purchased in a private placement transaction; resale to the public may require registration or sale
 only to qualified institutional buyers.
 
/3/ Pass-through securities backed by a pool of mortgages or other loans  on which principal
 payments are periodically made. Therefore, the effective maturity is shorter than the stated maturity.
 
/4/ Coupon rate may change periodically.
 
/5/ Payment in kind. The issuer has the option of paying additional securities in lieu of cash.
 
See Notes to Financial Statements
</TABLE>
 
<TABLE>
<S>                                                              <C>            <C>         <C>
AMERICAN VARIABLE INSURANCE SERIES
HIGH-YIELD BOND FUND
INVESTMENT PORTFOLIO - NOVEMBER 30, 1996
 
CORPORATE BONDS                                                           77.19%
NON-U.S. CORPORATE BONDS                                                   0.00%
U.S. TREASURY BONDS                                                        7.36%
NON-U.S. GOVERNMENT BONDS                                                  1.72%
CASH & EQUIVALENTS                                                        11.42%
STOCKS & CONVERTIBLE DEBENTURES                                            2.31%
 
                                                                       Percent
                                                                         of Net
Largest Corporate Holdings                                               Assets
MFS Communications                                                         3.17%
Bell Cablemedia                                                            2.39
Videotron Holdings                                                         2.18
Integrated Health Services                                                 2.10
California Energy                                                          2.08
Container Corp. of America                                                 2.06
Coltec Industries                                                          1.82
USAir                                                                      1.81
International CableTel                                                     1.62
CellNet Data Systems                                                       1.57
 
                                                                     Principal       Market  Percent
                                                                         Amount       Value    Of Net
Bonds & Notes                                                             (000)       (000)    Assets
Cellular, Paging & Wireless Communications - 12.55%
Centennial Cellular Corp. 8.875% 2001                                   $10,000      $9,600      1.45%
PriCellular Wireless Corp.:
 0%/12.25% 2003/1/                                                        6,000       5,055
 10.75% 2004/2/                                                           2,250       2,340       1.44
 0%/14.00% 2001/1/                                                        2,185       2,152
CellNet Data Systems, Inc. 0%/13.00% 2005/1/ /2/ /3/                     14,000       9,170       1.38
PanAmSat, LP:
 9.75% 2000                                                               6,000       6,345       1.24
 0%/11.375% 2003/1/                                                       2,000       1,840
Paging Network, Inc. 11.75% 2002                                          7,300       7,884       1.19
NEXTEL Communications, Inc.:
 0%/10.125% 2004 (formerly CenCall Communications)/1/                     4,750       3,159
 0%/11.50% 2003/1/                                                        3,000       2,257       1.07
 0%/9.75% 2004/1/                                                         2,500       1,653
Cellular Communications International, Inc. Units, 0% 2000                6,500       4,420        .67
Cellular, Inc. 0%/11.75% 2003/1/                                          4,500       4,050        .61
Rogers Cantel Mobile Communications Inc.:
 11.125% 2002                                                             2,500       2,637        .56
 9.375% 2008                                                              1,000       1,050
Comunicacion Celular SA 0%/13.125% 2003/1/                                5,000       3,263        .49
Omnipoint Corp. 11.625% 2006/2/                                           3,000       3,157        .48
Heartland Wireless Communications, Inc. 13.00% 2003                       3,000       3,090        .47
MobileMedia Communications, Inc. 0%/10.50% 2003/1/                        5,250       2,284        .35
Sprint Spectrum LP, Sprint Spectrum
 Finance Corp. 11.00% 2006                                                2,000       2,125        .32
Mobile Telecommunications Technology Corp. 13.50% 2002                    1,750       1,811        .27
Western Wireless Corp. 10.50% 2006/2/                                     1,500       1,545        .23
InterCel, Inc. 0%/12.00% 2006/1/                                          2,000       1,190        .18
Vanguard Cellular Systems, Inc. 9.375% 2006                               1,000       1,004        .15
Manufacturing & Materials - 8.52%
Coltec Industries Inc.:
 9.75% 2000                                                               9,450      10,230       1.82
 9.75% 1999                                                               1,750       1,881
Kaiser Aluminum & Chemical Corp.:
 12.75% 2003                                                              4,850       5,117
 10.875% 2006/2/                                                          2,500       2,581       1.52
 9.875% 2002                                                              2,350       2,374
Texas Petrochemicals Corp. 11.125% 2006/2/                                5,500       5,885        .89
Acme Metals Inc.:
 0%/13.50% 2004/1/                                                        3,000       3,030        .86
 12.50% 2002                                                              2,500       2,675
MagneTek, Inc. 10.75% 1998                                                3,500       3,605        .54
AGCO Corp. 8.50% 2006                                                     3,500       3,587        .54
UCAR Global Enterprises Inc. 12.00% 2005                                  2,865       3,305        .50
Westinghouse Air Brake Co. 9.375% 2005                                    3,000       3,090        .47
Owens-Illinois, Inc. 11.00% 2003                                          2,500       2,766        .42
Sterling Chemicals, Inc. 11.75% 2006                                      2,000       2,040        .31
U.S. Can Corp. 10.125% 2006/2/                                            1,750       1,829        .28
Knoll Group, Inc. 10.875% 2006                                            1,250       1,363        .21
AK Steel Corp. 10.75% 2004                                                1,000       1,072        .16
Cable & Telephone in the United Kingdom - 8.14%
Bell Cablemedia PLC 0%/11.95% 2004/1/                                    18,500      15,817       2.39
Videotron Holdings PLC:
 0%/11.125% 2004/1/                                                      14,500      12,470       2.18
 0%/11.00% 2005/1/                                                        2,500       1,969
International CableTel Inc. 0%/10.875% 2003/1/                           13,250      10,699       1.62
Comcast UK Cable Partners Ltd. 0%/11.20% 2007/1/                         11,500       7,849       1.18
TeleWest PLC:
 9.625% 2006                                                              2,500       2,556        .49
 0%/11.00% 2007/1/                                                        1,000         678
Ionica, PLC Units 13.50% 2006/2/                                          1,750       1,873        .28
Energy & Related Companies - 6.13%
Triton Energy Corp. 0%/9.75% 2000/1/                                      4,500       4,669        .70
Chesapeake Energy Corp.:
 9.125% 2006                                                              3,000       3,105        .63
 10.50% 2002                                                              1,000       1,095
Mariner Energy, Inc. 10.50% 2006/2/                                       4,000       4,150        .63
Abraxas Petroleum Corp. 11.50% 2004/2/                                    4,000       4,130        .62
Kelley Oil & Gas Corp. 10.375% 2006/2/                                    4,000       4,080        .62
Dual Drilling Co. 9.875% 2004                                             3,500       3,780        .57
Benton Oil and Gas Co. 11.625% 2003                                       3,000       3,300        .50
Falcon Drilling Co., Inc.:
 Series B, 8.875% 2003                                                    2,250       2,273        .50
 Series B, 9.75% 2001                                                     1,000       1,024
Global Marine, Inc. 12.75% 1999                                           2,700       2,903        .44
Tuboscope Vetco International Inc. 10.75% 2003                            2,000       2,195        .33
Flores & Rucks, Inc. 13.50% 2004                                          1,750       2,069        .31
J. Ray McDermott, SA 9.375% 2006                                          1,000       1,050        .16
Forcenergy Inc. 9.50% 2006                                                  750         780        .12
Diversified Media, Cable Television &
 Telecommunications - 6.04%
MFS Communications Co., Inc. 0%/9.375% 2004/1/                           24,250      20,976       3.17
Multicanal Participacoes SA 12.625% 2004/2/                               4,000       4,310        .65
Cablevision Systems Corp. 9.875% 2013                                     3,000       2,925        .44
Brooks Fiber Properties, Inc. 0%/10.875% 2006/1/                          3,250       2,129        .32
Jones Intercable, Inc. 9.625% 2002                                        1,500       1,545        .23
Viacom International Inc. 7.75% 2005                                      1,500       1,492        .22
Telecom Argentina STET-France Telecom SA 12.00% 2002                      1,000       1,102        .17
Summitt Communications Group, Inc. 10.50% 2005                            1,000       1,097        .17
Teleport Communications Group Inc. 9.875% 2006                            1,000       1,057        .16
Comtel Brasileira Ltda. 10.75% 2004/2/                                    1,000       1,038        .16
Comcast Corp. 10.25% 2001                                                   925         983        .15
IntelCom Group Inc. 0%/13.50% 2005/1/                                     1,000         688        .10
Storer Communications, Inc. 10.00% 2003                                     634         640        .10
Health & Personal Care - 5.76%
Integrated Health Services, Inc.:
 10.25% 2006/2/                                                           5,000       5,150
 9.625% 2002                                                              2,750       2,812       1.60
 10.75% 2004                                                              2,500       2,644
Regency Health Services, Inc.:
 9.875% 2002                                                              6,250       6,312       1.28
 12.25% 2003                                                              2,000       2,128
Paracelsus Healthcare Corp. 10.00% 2006                                   8,250       7,301       1.10
Universal Health Services, Inc. 8.75% 2005                                6,500       6,711       1.01
Merit Behavioral Care Corp. 11.50% 2005                                   2,500       2,650        .40
Mariner Health Group, Inc. 9.50% 2006                                     2,500       2,438        .37
Leisure, Tourism & Restaurants - 4.83%
Foodmaker, Inc.:
 9.75% 2002                                                               3,750       3,825        .96
 9.25% 1999                                                               2,500       2,538
AMF Group Inc.:
 0%/12.25% 2006/1/                                                        6,000       3,795        .85
 10.875% 2006                                                             1,750       1,838
Four Seasons Hotels Inc. 9.125% 2000/2/                                   3,500       3,579        .54
Trump Atlantic City Associates, Trump Atlantic
 City Funding, Inc. 11.25% 2006                                           3,750       3,544        .53
Station Casinos, Inc. 9.625% 2003                                         3,600       3,510        .53
California Hotel Finance Corp. 11.00% 2002                                3,250       3,372        .51
Wyndham Hotel Corp. 10.50% 2006                                           2,500       2,650        .40
Rio Hotel & Casino, Inc. 10.625% 2005                                     2,250       2,379        .36
Casino America, Inc. 12.50% 2003                                          1,000         970        .15
Broadcasting & Publishing - 4.38%
American Media Operations, Inc. 11.625% 2004                              7,000       7,473       1.13
American Radio Systems Corp. 9.00% 2006                                   4,750       4,631        .70
Chancellor Broadcasting Co.:
 12.50% 2004                                                              1,750       1,975        .53
 9.375% 2004                                                                1500        1496
Newsquest Capital PLC 11.00% 2006/2/                                      3,000       3,060        .46
Infinity Broadcasting Corp. 10.375% 2002                                  2,750       2,929        .44
Univision Television Group, Inc. 11.75% 2001                              2,500       2,608        .39
Young Broadcasting Inc. 10.125% 2005                                      2,000       2,010        .30
Tevecap SA 12.625% 2004/2/                                                1,500       1,543        .23
Gray Communications Systems, Inc. 10.625% 2006                            1,250       1,288        .20
Forest Products & Paper - 4.35%
Container Corp. of America:
 9.75% 2003                                                              10,000      10,425
 Series A, 11.25% 2004                                                    2,000       2,160       2.06
 Series B, 10.75% 2002                                                    1,000       1,070
Fort Howard Paper Corp.:
 9.25% 2001                                                               3,750       3,909
 8.25% 2002                                                               3,000       3,008       1.33
 11.00% 2002 /4/                                                          1,813       1,908
Pacific Lumber Co. 10.50% 2003                                            4,000       4,005        .61
MAXXAM Group Inc. 11.25% 2003                                             2,000       2,045        .31
Four M Corp., Series B, 12.00% 2006                                          250         256       .04
Food Retailing -  4.25%
Stater Brothers Holdings Inc. 11.00% 2001                                 6,750       7,222       1.09
Bruno's, Inc. 10.50% 2005                                                 6,250       6,469        .98
Star Markets Co., Inc. 13.00% 2004                                        5,000       5,525        .83
Carr-Gottstein Foods Co. 12.00% 2005                                      4,000       4,240        .64
Rykoff-Sexton, Inc. 8.875% 2003                                           4,400       4,147        .63
The Penn Traffic Co. 9.625% 2005                                          1,000         540        .08
Transportation -  3.64%
USAir, Inc.:
 10.00% 2003                                                              4,500       4,432
 Pass Through Trust, Series 1993-A3, 10.375% 2013 /4/                     3,500       3,570       1.81
 9.625% 2001                                                              3,000       2,955
 Series 1993-A2, 9.625% 2003                                              1,000       1,015
Airplanes Pass Through Trust, Class D, 10.875% 2019 /4/                   5,370       5,987        .90
Teekay Shipping Corp. 8.32% 2008                                          5,000       4,950        .75
Delta Air Lines, Inc. 10.00% 2014/2/                                      1,000       1,191        .18
Independent Power Producers - 2.08%
California Energy Co., Inc. 0%/10.25% 2004/1/                            13,300      13,766       2.08
Merchandising - 2.07%
Barnes & Noble, Inc., Series B, 11.875% 2003                              5,250       5,736        .87
Thrifty PayLess, Inc. 12.25% 2004                                         3,250       3,802        .57
Loehmann's, Inc. 11.875% 2003                                             2,500       2,700        .41
AnnTaylor, Inc. 8.75% 2000                                                1,500       1,455        .22
Beverages - 1.28%
Canandaigua Wine Co., Inc.:
 8.75% 2003                                                               2,750       2,685        .73
 Series B, 8.75% 2003/2/                                                  2,250       2,171
Dr Pepper Bottling Co. of Texas 10.25% 2000                               3,500         3623       .55
Construction & Housing - 1.00%
M.D.C. Holdings, Inc. 11.125% 2003                                        3,850       3,889        .59
Toll Corp. 8.75% 2006                                                     1,500       1,500        .22
Del Webb Corp. 9.75% 2003                                                 1,250       1,238        .19
Banking & Financial Services - 0.67%
First Nationwide Holdings Inc., 10.625% 2003/2/                           1,500       1,605        .24
Chevy Chase Bank, FSB 9.25% 2008                                          1,500       1,515        .23
Ocwen Financial Corp. 11.875% 2003                                        1,250       1,328        .20
Protection Services - 0.59%
ADT Operations, Inc. 9.25% 2003                                           2,000       2,120        .32
Protection One Alarm Monitoring, Inc. 0%/13.625% 2005/1/                  2,000       1,820        .27
Real Estate - 0.33%
B.F. Saul Real Estate Investment Trust 11.625% 2002                       2,000       2,160        .33
Electric & Gas Utilities - 0.30%
Columbia Gas System, Inc., Series A, 6.39% 2000                           2,000       2,010        .30
Textiles & Apparel - 0.28%
WestPoint Stevens Inc. 8.75% 2001                                         1,000       1,027        .16
Tultex Corp. 10.625% 2005                                                   750         810        .12
Non-U.S. Governments & Governmental
 Authorities - 1.72%
Argentina (Republic of):
 Eurobond, Series L, 6.625% 2005 /5/                                        5880        5079
 Bocon 4.751% 2007 /5/ /6/                                             ARP2,500         1420      1.05
 8.375% 2003                                                            $   500          465
Panama (Republic of) Interest Reduction Bond 3.50% 2014/2/ /5/              3000        2055       .31
United Mexican States Government:
 11.375% 2016                                                               1250        1299       .28
 9.75% 2001                                                                 500         518
Ecuador (Republic of) Past Due Interest Bond 6.50% 2015 /5/ /6/              529         320       .05
Brazil (Federal Republic of) Eligible Interest Bond
 6.50% 2006 /5/                                                             250         217        .03
U.S. Treasury Obligations - 7.36%
11.625% 2004                                                              9,600      12,958
7.375% 1997                                                              10,000      10,173
7.75% 2001                                                                8,000       8,576
6.875% 1999                                                               7,000       7,203       7.36
8.50% 2000                                                                5,000       5,475
8.00% 2001                                                                4,000       4,341
                                                                                   --------  --------
TOTAL BONDS & NOTES (cost: $549,728,000)                                            571,254      86.27
                                                                                   --------   -------
 
                                                                        Number
                                                                             of
Stocks                                                                   Shares
Common & Preferred Stocks - 1.39%
EarthWatch Inc., 12.00% convertible preferred,
 Series C /2/ /3/ /6/ /7/                                               350,000       3,751        .56
Time Warner Inc., 10.25% cumulative exchangeable
 preferred, Series K/2/                                                   3,145       3,405        .51
CellNet Data Systems, Inc., warrants, expire 1997 /3/ /7/                56,000       1,232        .19
Marriott International, Inc.                                              4,512         251        .04
El Paso Electric Co., 11.40% preferred, Series A 2008 /6/                 2,168         239        .04
IntelCom Group Inc., warrants, expire 2005/2/ /7/                        13,200         165        .02
Protection One Alarm Monitoring, Inc., warrants,
 expire 2005/2/ /7/                                                       6,400          50        .01
Heartland Wireless Communications, Inc.,
 warrants, expire 2000/2/ /7/                                            18,000          36        .01
Sterling Chemicals Inc., warrants, expire 2008 /7/                        1,000          35        .01
Comunicacion Celular, SA, warrants, expire 2003/2/ /7/                    5,000          31        .00
NEXTEL Communications, Inc., warrants, expire 1999/3/ /7/                 9,500           0        .00
                                                                                   --------  --------
TOTAL STOCKS (cost: $8,375,000)                                                       9,195       1.39
                                                                                   --------  --------
 
                                                                     Principal
                                                                         Amount
Convertible Debentures -  0.92%                                           (000)
Integrated Health Services, Inc. 5.75% 2001                             $ 3,500       3,316        .50
Ashland Capital Group Inc. 9.50% 2006                                       1700      2,772        .42
                                                                                   --------  --------
TOTAL CONVERTIBLE DEBENTURES (cost: $6,191,000)                                       6,088        .92
                                                                                   --------  --------
 
Short-Term Securities
Corporate Short-Term Notes -  9.73%
Lucent Technologies Inc. 5.23%-5.29% due 12/10/96-2/5/97                 21,300      21,167       3.20
H.J. Heinz Co. 5.24% due 12/13/96                                        11,400      11,378       1.72
National Rural Utilities Cooperative Finance Corp.                          9400        9382      1.42
 5.30% due 12/13/96
J.C. Penney Funding Corp. 5.31% due 12/9/96-1/30/97                       7,000       6,951       1.05
IBM Credit Corp. 5.30% due 1/23/97                                        6,000       5,952        .90
Southwestern Bell Telephone Co. 5.27% due 12/3/96/2/                      5,000       4,998        .75
General Electric Capital Corp. 5.75% due 12/2/96                          4,600       4,599        .69
                                                                                   --------   -------
TOTAL SHORT-TERM SECURITIES (cost: $64,430,000)                                      64,427       9.73
                                                                                   --------   -------
 
TOTAL INVESTMENT SECURITIES (cost: $628,724,000)                                    650,964      98.31
Excess of cash and receivables over payables                                         11,221       1.69
                                                                                  ---------   -------
NET ASSETS                                                                         $662,185    100.00%
                                                                                  =========   =======
 
/1/ Represents a step bond; coupon rate will increase at a later date.
/2/ Purchased in a private placement transaction; resale to the public may require registration or sale only to
 qualified institutional buyers.
/3/Valued under procedures established by the Board of Trustees.
/4/ Pass-through securities backed by a pool of mortgages or other loans on which principal payments
 are periodically made. Therefore, the effective maturity is shorter than the stated maturity.
/5/ Coupon rate may change periodically.
/6/ Payment in kind. The issuer has the option of paying additional securities in lieu of cash.
/7/ Non-income-producing securities.
 
See Notes to Financial Statements
</TABLE>
 
<TABLE>
<S>                                                               <C>        <C>        <C>
American Variable Insurance Series
U.S. Government/AAA-Rated Securities Fund
Investment Portfolio, November 30, 1996
- ------------------------------------------------                    --------   --------   --------
U.S. TREASURY BONDS                                                    47.61%
PRIVATE MORTGAGE & ASSET-BACKED SECURITIES                              18.16
FEDERAL AGENCY MORTGAGE-RELATED SECURITIES                              17.95
OTHER FEDERAL OBLIGATIONS                                                8.82
CASH & EQUIVALENTS                                                       5.21
CORPORATE BONDS                                                          1.40
DEVELOPMENTAL AGENCIES & NON-U.S.
 GOVERNMENT BONDS                                                         .85
- ------------------------------------------------                    --------   --------   --------
                                                                   Principal     Market    Percent
                                                                      Amount     Value      of Net
Bonds & Notes                                                         (000)      (000)      Assets
- ------------------------------------------------                    --------   --------   --------
U.S. Treasury Obligations - 47.61%
10.375% 2012                                                         $47,500    $62,737
8.875% 2017                                                           40,300     51,320
10.375% 2009                                                          33,500     42,341
12.00% 2013                                                           13,000     19,086
8.75% 2008                                                            10,000     11,477
7.25% 2004                                                            10,000     10,758
9.25% 1998                                                            10,000     10,591      47.61%
8.875% 1997                                                           10,000     10,312
11.75% 2010                                                            5,500      7,470
8.375% 2008                                                            5,000      5,620
12.50% 2014                                                            3,000      4,606
14.25% 2002                                                            2,000      2,746
13.125% 2001                                                           1,500      1,923
10.75% 2003                                                            1,250      1,567
9.00% 1998                                                             1,250      1,310
 
Federal Agency Obligations - Mortgage
  Pass-Throughs/1/ - 17.41%
Government National Mortgage Assn.:
 8.50% 2021-2026                                                      24,347     25,612
 9.50% 2019-2021                                                       7,437      8,094
 7.50% 2022-2023                                                       4,698      4,795
 7.00% 2024                                                            4,327      4,411
 6.50% 2024                                                            4,030      4,098
 10.00% 2019                                                           3,690      4,066       10.96
 8.00% 2022                                                            3,106      3,242
 9.00% 2009-2016                                                       1,495      1,608
 10.50% 2019                                                             151        169
 11.00% 2019                                                              69         79
 12.00% 2012-2014                                                          8          9
Federal National Mortgage Assn.:
 8.00% 2024                                                            8,504      8,827
 8.50% 2023                                                            6,328      6,658
 10.00% 2018                                                           4,521      5,005        6.04
 7.50% 2009                                                            3,854      3,947
 9.00% 2011-2025                                                       3,483      3,696
 7.00% 2010                                                            2,785      2,805
Federal Home Loan Mortgage Corp.:
 9.00% 2021-2022                                                       1,797      1,915
 9.50% 2016                                                              151        164         .41
 12.00% 2010                                                               2          2
 
Collateralized Mortgage Obligations
 (Privately Originated)/1/ - 12.73%
GE Capital Mortgage Services, Inc.:
 Series 1995-10, Class A-1, 7.00% 2010                                 9,934     10,008
 Series 1994-15, Class A-10, 6.00% 2009                                8,000      7,600        3.44
Prudential-Bache CMO Trust III, 9.44 2018                             14,000     15,133        2.95
Westam Mortgage, Class 4-H, 8.95% 2018                                11,000     11,894        2.32
Structured Asset Securities Corp., Series 1996-CFL,
 Class A1-C, 5.944% 2028                                               4,900      4,839         .94
CMC Securities Corp. I, Series 1993-E, Class S-9, 6.50% 2008           4,518      4,331         .85
Prudential Home Mortgage Securities Co., Inc., Series 1992-33,
 Class A-12, 7.50% 2022                                                4,029      4,035         .79
J.P. Morgan Commercial Mortgage Finance Corp., Series 1995-C1,
 Class A2,  7.399% 2010/2/                                             3,000      3,112         .61
CS First Boston Mortgage Securities Corp., Series 1995-AEW1,
 Class A-1, 6.665% 2027                                                2,725      2,740         .53
Merrill Lynch Mortgage Investors, Inc., Series 1995-C3,
 Class A-2, 6.848% 2025/2/                                             1,500      1,514         .30
 
Federal Agency Obligations - Other - 8.82%
FNSM Principal STRIPS:
 0%/7.56% 2001/3/                                                     15,000     14,976
 0%/8.62% 2022/3/                                                     10,000      9,164        5.05
 0%/8.25% 2022/3/                                                      2,000      1,736
Federal Home Loan Mortgage Corp.:
 6.555% 2006                                                           8,500      8,350
 6.945% 2005                                                           2,000      1,996        2.02
Federal National Mortgage Assn.:
 6.53% 2006                                                            7,000      6,820
 8.625% 2021                                                           2,000      2,112        1.75
 
Asset-Backed Obligations/1/ - 5.43%
ContiMortgage Home Equity Loan Trust 1996-4,
 Class A-4, 6.37% 2006                                                15,000     15,015        2.93
Standard Credit Card Master Trust 1991-3, Class A,
 8.875% 1999                                                           5,500      5,751        1.12
Green Tree Financial Corp., Series 1995-9, Class A-5,
 6.80% 2027                                                            5,000      5,004         .98
EQCC Home Equity Loan Asset Backed Certificates,
 Series 1996-A, Class A-2, 6.95% 2012                                  2,000      2,030         .40
 
Electric & Gas Utilities - 0.75%
Public Service Electric and Gas Co. First and Refunding Mortgage
 Bonds, Series SS, MBIA insured, 7.00% 2024                            4,000      3,860         .75
 
Non-U.S. Government Obligations - 0.61%
Ontario (Province of):
 15.75% 2012                                                           1,700      1,852
 15.25% 2012                                                           1,145      1,287         .61
 
Collateralized Mortgage Obligations
 (Federal Agencies)/1/ - 0.54%
Federal Home Loan Mortgage Corp.:
 Series 1716, Class A, 6.50% 2009                                      2,250      2,194
 Series 83-B, Class B-3, 12.50% 2013                                     523        587         .54
 
Financial - 0.44%
Signal Capital Corp. 9.95% 2006                                        2,157      2,217         .44
 
Developmental Authorities - 0.24%
International Bank for Reconstruction & Development 14.90%
 1997                                                                  1,200      1,251         .24
 
Telephone Utilities - 0.21%
BellSouth Savings and Security ESOP Trust 9.125% 2003                    999      1,086         .21
                                                                               --------   --------
TOTAL BONDS & NOTES (cost: $481,978,000)                                        485,560       94.79
                                                                               --------   --------
 
Short-Term Securities
- ------------------------------------------------
Corporate Short-Term Notes - 7.22%
IBM Credit Corp. 5.30% due 1/23/97                                    14,600     14,483        2.83
National Rural Utilities Cooperative Finance Corp.
 5.30% due 12/13/96                                                    8,400      8,384        1.64
General Electric Capital Corp. 5.75% due 12/2/96                       7,700      7,698        1.50
Lucent Technologies Inc. 5.29% due 2/5/97                              6,500      6,435        1.25
 
                                                                               --------   --------
TOTAL SHORT-TERM SECURITIES (cost: $37,002,000)                                  37,000        7.22
                                                                               --------   --------
TOTAL INVESTMENT SECURITIES (cost: $518,980,000)                                522,560      102.01
 
Excess of payables over cash and receivables                                     10,309        2.01
                                                                               --------   --------
NET ASSETS                                                                     $512,251     100.00%
                                                                               ========   ========
 
/1/ Pass-through securities backed by a pool of mortgages or other loans on which principal
  payments are periodically made.  Therefore, the effective maturity is shorter than the
  stated maturity.
 
/2/ Coupon rates may change periodically.
 
/3/ Represents a step bond; coupon rate will increase at a later date.
 
 See Notes to Financial Statements
</TABLE>
 
<TABLE>
<S>                                                              <C>         <C>          <C>
American Variable Insurance Series
Cash Management Fund
Investment Portfolio November 30, 1996
 
                                                                   Principal       Market
                                                                      Amount        Value  Percent of
Short-Term Securities                                                  (000)        (000)  Net Assets
 
Corporate Short-Term Notes - 83.69%
Coca-Cola Co. 5.22%-5.23% due 12/3-12/20/96                         $  9,600     $  9,583        3.99%
General Electric Capital Corp. 5.24%-5.25% due 12/5-12/18/96           8,700        8,685        3.61
Harvard University 5.24% due 12/11/96                                  8,300        8,287        3.45
American Express Credit Corp. 5.23%-5.25% due 12/5-12/26/96            8,300        8,283        3.45
IBM Credit Corp. 5.25% due 12/10-12/19/96                              8,250        8,233        3.43
E.I. du Pont de Nemours and Co. 5.23% due 12/18/96                     8,100        8,079        3.36
Motorola Credit Corp. 5.24% due 12/10/96                               8,000        7,988        3.32
H.J. Heinz Co. 5.23%-5.25% due 12/9-12/12/96                           7,500        7,488        3.12
Beneficial Corp. 5.25% due 12/4/96                                     7,000        6,996        2.91
J.C. Penney Funding Corp. 5.24% due 12/17/96                           7,000        6,983        2.91
American General Finance Corp. 5.25% due 12/27/96                      7,000        6,972        2.90
Walt Disney Co. 5.25%-5.26%  due 12/10/96-1/9/97                       7,000        6,968        2.90
CIT Group Holdings, Inc. 5.31% due 1/13/97                             7,000        6,955        2.89
Warner-Lambert Co. 5.24% due 12/9/96                                   6,900        6,891        2.87
John Deere Capital Corp. 5.23% due 12/12/96                            6,500        6,489        2.70
Ford Motor Credit Co. 5.25% due 12/13/96                               6,500        6,488        2.70
Minnesota Mining and Manufacturing Co. 5.23% due 12/16/96              6,500        6,485        2.70
Campbell Soup Co. 5.25% due 12/6/96                                    6,000        5,995        2.49
Lucent Technologies Inc. 5.25% due 12/20/96                            5,800        5,783        2.41
International Lease Finance Corp. 5.29% due 1/27/97                    5,600        5,552        2.31
National Rural Utilities Cooperative Finance Corp.
 5.29% due 1/7/97                                                      5,400        5,370        2.23
Monsanto Co. 5.25% due 12/3/96                                         5,000        4,998        2.08
Weyerhaeuser Co. 5.24% due 12/19/96                                    5,000        4,986        2.08
Ameritech Corp. 5.24% due 12/23/96                                     5,000        4,984        2.07
U S WEST Communications, Inc. 5.26% due 12/24/96                       5,000        4,982        2.07
Albertson's Inc. 5.27% due 1/7/97                                      5,000        4,974        2.07
Atlantic Richfield Co. 5.28% due 1/15/97                               5,000        4,967        2.07
SAFECO Credit Co. Inc. 5.29% due 1/22/97                               5,000        4,961        2.06
American Brands, Inc. 5.30% due 1/8/97                                 4,000        3,977        1.65
Sara Lee Corp. 5.25% due 12/2/96                                       3,900        3,899        1.62
BellSouth Telecommunications, Inc. 5.25% due 12/23/96                  3,000        2,990        1.24
Southwestern Bell Telephone Co. 5.22% due 12/23/96                     2,600        2,591        1.08
Commercial Credit Co. 5.24% due 12/17/96                               2,300        2,294         .95
 
Federal Agency Discount Notes - 13.98%
Federal Farm Credit Bank 5.22%-5.23%  due 12/6-12/16/96               14,985       14,966        6.23
Federal Home Loan Mortgage Corp. 5.20%-5.22% due                      10,400       10,365        4.31
 12/20-12/27/96
International Bank for Reconstruction and Development
 5.22% due 12/30/96                                                    5,700        5,675        2.36
Federal National Mortgage Assn. 5.23% due 12/16/96                     2,600        2,594        1.08
 
Certificates of Deposit - 2.08%
Morgan Guaranty Trust Co. of New York 5.29% due 12/13/96               5,000        5,000        2.08
                                                                               ----------  ----------
TOTAL INVESTMENT SECURITIES (cost: $239,756,000)                                  239,756       99.75
Excess of cash and receivables over payables                                          592         .25
                                                                               ----------  ----------
NET ASSETS                                                                       $240,348      100.00%
                                                                               ==========  ==========
 
See Notes to Financial Statements
</TABLE>
 
<TABLE>
<S>                                  <C>           <C>          <C>
American Variable Insurance Series
FINANCIAL STATEMENTS
                                                                     (dollars
Statement of Assets and Liabilities                                        in
at November 30, 1996                                               thousands)
 
 
                                                         Inter-       Growth-
                                            Growth     national        Income
                                              Fund         Fund          Fund
- ---------------------------------       ----------   ----------    ----------
ASSETS:
Investment securities at market
 (cost: $2,858,962; $1,965,760;
 $3,983,425; $950,616; $75,252;
 $628,724; $518,980; $239,756
 and $11,221,475, respectively)         $3,844,447   $2,337,119    $5,221,287
Cash                                            81        1,857           316
Receivables for-
 Sales of investments                       19,989       32,469        21,750
 Sales of fund's shares                        797        1,047         1,081
 Open forward currency
  contracts
 Dividends and accrued
  interest                                   1,245        7,973        10,257
                                        ----------   ----------    ----------
                                         3,866,559    2,380,465     5,254,691
LIABILITIES:                            ----------   ----------    ----------
Payables for-
 Purchases of investments                    4,596        9,338         4,301
 Repurchases of fund's shares                  312           95           135
 Management services                         1,254        1,126         1,555
 Accrued expenses                               48          278            60
                                        ----------   ----------    ----------
                                             6,210       10,837         6,051
NET ASSETS AT                           ----------   ----------    ----------
 November 30, 1996                    $     3,860,3  $2,369,628    $5,248,640
                                       ===========  ===========   ===========
Shares of beneficial interest
 outstanding (unlimited
 shares authorized)                     88,690,116  152,588,793   146,906,619
Net asset value per share                   $43.53       $15.53        $35.73
 
 
                                             Asset                 High-Yield
                                        Allocation         Bond          Bond
                                              Fund         Fund          Fund
- ---------------------------------       ----------   ----------    ----------
ASSETS:
Investment securities at market
 (cost: $2,858,962; $1,965,760;
 $3,983,425; $950,616; $75,252;
 $628,724; $518,980; $239,756
 and $11,221,475, respectively)         $1,135,414      $77,329      $650,964
Cash                                           156            1            11
Receivables for-
 Sales of investments                        2,373           -          2,265
 Sales of fund's shares                        620          251           142
 Open forward currency
  contracts                                                   6
 Dividends and accrued
  interest                                   6,188          871        10,628
                                        ----------   ----------    ----------
                                         1,144,751       78,458       664,010
LIABILITIES:                            ----------   ----------    ----------
Payables for-
 Purchases of investments                    3,206        1,000         1,500
 Repurchases of fund's shares                   14           -             44
 Management services                           423           32           269
 Accrued expenses                               17            1            12
                                        ----------   ----------    ----------
                                             3,660        1,033         1,825
NET ASSETS AT                           ----------   ----------    ----------
 November 30, 1996                      $1,141,091      $77,425      $662,185
                                       ===========  ===========   ===========
Shares of beneficial interest
 outstanding (unlimited
 shares authorized)                     75,174,289    7,511,221    45,638,580
Net asset value per share                   $15.18       $10.31        $14.51
 
 
                                              U.S.
                                       Government/
                                         AAA-Rated         Cash
                                        Securities   Management
                                              Fund         Fund         Total
- ---------------------------------       ----------   ----------    ----------
ASSETS:
Investment securities at market
 (cost: $2,858,962; $1,965,760;
 $3,983,425; $950,616; $75,252;
 $628,724; $518,980; $239,756
 and $11,221,475, respectively)           $522,560     $239,756   $14,028,876
Cash                                            27           81         2,530
Receivables for-
 Sales of investments                           -                      78,846
 Sales of fund's shares                        117          732         4,787
 Open forward currency
  contracts                                     -                           6
 Dividends and accrued
  interest                                   4,914           16        42,092
                                        ----------   ----------    ----------
                                           527,618      240,585    14,157,137
LIABILITIES:                           ----------   ----------    ----------
Payables for-
 Purchases of investments                   15,047                     38,988
 Repurchases of fund's shares                   97          141           838
 Management services                           213           91         4,963
 Accrued expenses                               10            5           431
                                        ----------   ----------    ----------
                                            15,367          237        45,220
NET ASSETS AT                           ----------   ----------    ----------
 November 30, 1996                        $512,251     $240,348   $14,111,917
                                       ===========  ===========   ===========
Shares of beneficial interest
 outstanding (unlimited
 shares authorized)                     45,370,093   21,610,763
Net asset value per share                   $11.29       $11.12
 
 
See Notes to Financial Statements
</TABLE>
 
<TABLE>
<S>                                    <C>                <C>            <C>
American Variable Insurance Series                                           (dollars
FINANCIAL STATEMENTS                                                               in
                                                                           thousands)
Statement of Operations
for the year ended November 30, 1996
 
 
                                                                  Inter-      Growth-
                                                   Growth       national       Income
                                                     Fund           Fund         Fund
                                               ----------     ----------    ---------
INVESTMENT INCOME:
Income:
 Dividends                                        $16,764        $41,019      $88,452
 Interest                                          19,020         13,569       31,672
                                               ----------     ----------   ----------
                                                   35,784         54,588      120,124
                                               ----------     ----------   ----------
Expenses:
 Management services fee                           14,284         12,370       17,451
 Reports to shareholders                              113             72          157
 Registration statement and
  prospectus                                          197            104          223
 Postage, stationery and
  supplies                                             70             36           81
 Trustees' fees                                        45             26           57
 Auditing and legal fees                               40             22           50
 Custodian fee                                        136          1,428          158
 Taxes other than federal
  income tax                                           46             27           60
 Other expenses                                        26             54           33
                                               ----------     ----------   ----------
                                                   14,957         14,139       18,270
                                               ----------     ----------   ----------
 Net investment income                             20,827         40,449      101,854
                                              ----------     ----------   ----------
REALIZED GAIN (LOSS) AND
 UNREALIZED APPRECIATION
 (DEPRECIATION) ON INVESTMENTS:
Realized gain (loss)                              269,265         96,629      373,978
                                               ----------     ----------   ----------
Net change in unrealized appreciation
 (depreciation) on investments                    183,049        177,135      407,012
Net increase in unrealized appreciation
 on open forward currency contracts                     -              -            -
                                               ----------     ----------   ----------
Net unrealized appreciation
 (depreciation)                                   183,049        177,135      407,012
                                               ----------     ----------   ----------
Net realized gain (loss) and
 unrealized appreciation (depreciation)
 on investments                                   452,314        273,764      780,990
                                               ----------     ----------   ----------
NET INCREASE IN NET ASSETS
 RESULTING FROM OPERATIONS                       $473,141       $314,213     $882,844
                                                =========    ===========    =========
 
                                                                                High-
                                                    Asset                       Yield
                                               Allocation           Bond         Bond
                                                     Fund       Fund /1/         Fund
                                               ----------     ----------   ----------
INVESTMENT INCOME:
Income:
 Dividends                                        $16,529            $51         $163
 Interest                                          26,719          2,629       58,061
                                               ----------     ----------   ----------
                                                   43,248          2,680       58,224
                                               ----------     ----------   ----------
Expenses:
 Management services fee                            4,663            204        2,996
 Reports to shareholders                               34              1           20
 Registration statement and
  prospectus                                           41              1           44
 Postage, stationery and
  supplies                                             18              1           11
 Trustees' fees                                        13              -            7
 Auditing and legal fees                               11              -            7
 Custodian fee                                         54              2           37
 Taxes other than federal
  income tax                                           14              -            9
 Other expenses                                         9              1            7
                                               ----------     ----------   ----------
                                                    4,857            210        3,138
                                               ----------     ----------   ----------
 Net investment income                             38,391          2,470       55,086
                                              ----------     ----------   ----------
REALIZED GAIN (LOSS) AND
 UNREALIZED APPRECIATION
 (DEPRECIATION) ON INVESTMENTS:
Realized gain (loss)                               72,509             38        4,194
                                               ----------     ----------   ----------
Net change in unrealized appreciation
 (depreciation) on investments                     62,633          2,077       17,642
Net increase in unrealized appreciation
 on open forward currency contracts                     -              6            -
                                             -----------    -----------   ----------
Net unrealized appreciation
 (depreciation)                                    62,633          2,083       17,642
                                              -----------    -----------   ----------
Net realized gain (loss) and
 unrealized appreciation (depreciation)
 on investments                                   135,142          2,121       21,836
                                              -----------    -----------   ----------
NET INCREASE IN NET ASSETS
 RESULTING FROM OPERATIONS                       $173,533         $4,591      $76,922
                                                =========      =========    =========
 
                                                     U.S.
                                              Government/           Cash
                                                AAA-Rated        Manage-
                                               Securities           ment
                                                     Fund           Fund        Total
                                          ---------------     ----------    ---------
INVESTMENT INCOME:
Income:
 Dividends                                              -              -     $162,978
 Interest                                        $ 41,273       $ 11,985          204,
                                               ----------     ----------  ----------
                                                   41,273         11,985      367,906
                                               ----------     ----------   ----------
Expenses:
 Management services fee                            2,661          1,007       55,636
 Reports to shareholders                               18              8          423
 Registration statement and
  prospectus                                           23              3          636
 Postage, stationery and
  supplies                                             10              4          231
 Trustees' fees                                         7              3          158
 Auditing and legal fees                                7              2          139
 Custodian fee                                         29             12        1,856
 Taxes other than federal
  income tax                                            9              3          168
 Other expenses                                         7              4          141
                                               ----------     ----------   ----------
                                                    2,771          1,046       59,388
                                               ----------     ----------   ----------
 Net investment income                             38,502         10,939      308,518
                                               ----------     ----------   ----------
REALIZED GAIN (LOSS) AND
 UNREALIZED APPRECIATION
 (DEPRECIATION) ON INVESTMENTS:
Realized gain (loss)                               (2,883)             -      813,730
                                              ----------     ----------   ----------
Net change in unrealized appreciation
 (depreciation) on investments                     (8,951)             -      840,597
Net increase in unrealized appreciation
 on open forward currency contracts                     -              -            6
                                         ---------------     ----------   ----------
Net unrealized appreciation
 (depreciation)                                    (8,951)             -      840,603
                                          ---------------    ----------    ----------
Net realized gain (loss) and
 unrealized appreciation (depreciation)
 on investments                                   (11,834)             -    1,654,333
                                          ---------------     ----------   ----------
NET INCREASE IN NET ASSETS
 RESULTING FROM OPERATIONS                        $26,668        $10,939   $1,962,851
                                          ===============      =========    =========
 
/1/ For the period January 2, 1996, commencement of operations, through
November 30, 1996.
 
See Notes to Financial Statements
</TABLE>
 
<TABLE>
<S>                                                  <C>            <C>           <C>
American Variable Insurance Series                                                    (dollars
FINANCIAL STATEMENTS                                                                        in
                                                                                    thousands)
Statement of Changes in Net Assets
for the year ended November 30, 1996
 
 
                                                                           Inter-      Growth-
                                                             Growth      national       Income
                                                               Fund          Fund         Fund
- ----------------------------------                      -----------   -----------  -----------
OPERATIONS:
Net investment income                                    $   20,827    $   40,449   $  101,854
Net realized gain (loss) on investments                     269,265        96,629      373,978
Net unrealized appreciation (depreciation)
 on investments                                             183,049       177,135      407,012
                                                        -----------   -----------  -----------
 Net increase in net assets
  resulting from operations                                 473,141       314,213      882,844
                                                        -----------   -----------  -----------
DIVIDENDS AND
 DISTRIBUTIONS PAID TO
 SHAREHOLDERS:
Dividends from net investment income                        (24,246)      (42,718)    (101,529)
Distributions from net realized
 gain on investments                                       (259,930)      (35,844)    (159,645)
                                                        -----------   -----------  -----------
Total dividends and distributions                          (284,176)      (78,562)    (261,174)
                                                        -----------   -----------  -----------
CAPITAL SHARE
 TRANSACTIONS:
Proceeds from shares sold:
 12,825,093; 28,612,329; 16,813,646;
 9,441,738; 7,434,995; 6,502,188;
 3,523,988; 24,337,746 and 109,491,723
  shares, respectively                                      506,249       412,624      540,891
Proceeds from shares issued in
 reinvestment of net investment
 income dividends and distributions
 of net realized gain on investments:
 7,512,662; 5,605,115; 8,475,637;
 4,980,163; 137,024; 3,834,396;
 3,478,224; 937,903 and 34,961,124 shares,
  respectively                                              284,176        78,562      261,174
Cost of shares repurchased:
 7,086,581; 4,238,963; 4,001,696;
 2,391,438; 160,798; 2,875,119;
 8,689,601; 21,049,530 and 50,493,726
  shares, respectively                                     (273,482)      (60,680)    (128,364)
 Net increase (decrease) in net                         -----------   -----------  -----------
  assets resulting from capital share
  transactions                                              516,943       430,506      673,701
                                                        -----------   -----------  -----------
TOTAL INCREASE (DECREASE) IN NET ASSETS                     705,908       666,157    1,295,371
 
NET ASSETS:
Beginning of year                                         3,154,441     1,703,471    3,953,269
                                                        -----------   -----------  -----------
End of year (including
 undistributed net investment
 income: $4,638; $7,669; $25,264;
 $9,974; $1,121; $14,357; $9,778;
 $3,089 and $75,890, respectively)                       $3,860,349    $2,369,628   $5,248,640
                                                       ============  ============ ============
 
 
                                                              Asset                 High-Yield
                                                         Allocation          Bond         Bond
                                                               Fund      Fund/1/          Fund
- ----------------------------------                      -----------   -----------  -----------
OPERATIONS:
Net investment income                                    $   38,391       $ 2,470     $ 55,086
Net realized gain (loss) on investments                      72,509            38        4,194
Net unrealized appreciation (depreciation)
 on investments                                              62,633         2,083       17,642
                                                        -----------   -----------  -----------
 Net increase in net assets
  resulting from operations                                 173,533         4,591       76,922
                                                        -----------   -----------  -----------
DIVIDENDS AND
 DISTRIBUTIONS PAID TO
 SHAREHOLDERS:
Dividends from net investment income                        (36,923)       (1,349)     (53,386)
Distributions from net realized
 gain on investments                                        (30,506)            -            -
                                                        -----------   -----------  -----------
Total dividends and distributions                           (67,429)       (1,349)     (53,386)
                                                        -----------   -----------  -----------
CAPITAL SHARE
 TRANSACTIONS:
Proceeds from shares sold:
 12,825,093; 28,612,329; 16,813,646;
 9,441,738; 7,434,995; 6,502,188;
 3,523,988; 24,337,746 and 109,491,723
  shares, respectively                                      131,175        73,438       91,739
Proceeds from shares issued in
 reinvestment of net investment
 income dividends and distributions
 of net realized gain on investments:
 7,512,662; 5,605,115; 8,475,637;
 4,980,163; 137,024; 3,834,396;
 3,478,224; 937,903 and 34,961,124 shares,
  respectively                                               67,429         1,349       53,386
Cost of shares repurchased:
 7,086,581; 4,238,963; 4,001,696;
 2,391,438; 160,798; 2,875,119;
 8,689,601; 21,049,530 and 50,493,726
  shares, respectively                                      (33,309)       (1,604)     (40,681)
 Net increase (decrease) in net                         -----------   -----------  -----------
  assets resulting from capital share
  transactions                                              165,295        73,183      104,444
                                                        -----------   -----------  -----------
TOTAL INCREASE (DECREASE) IN NET ASSETS                     271,399        76,425      127,980
 
NET ASSETS:
Beginning of year                                           869,692      1,000/2/      534,205
                                                        -----------   -----------  -----------
End of year (including
 undistributed net investment
 income: $4,638; $7,669; $25,264;
 $9,974; $1,121; $14,357; $9,778;
 $3,089 and $75,890, respectively)                       $1,141,091       $77,425     $662,185
                                                       ============  ============ ============
 
 
                                                               U.S.
                                                        Government/
                                                          AAA-Rated          Cash
                                                         Securities    Management
                                                               Fund          Fund        Total
- ----------------------------------                      -----------   -----------  -----------
OPERATIONS:
Net investment income                                      $ 38,502      $ 10,939  $   308,518
Net realized gain (loss) on investments                      (2,883)            -      813,730
Net unrealized appreciation (depreciation)
 on investments                                              (8,951)            -      840,603
                                                        -----------   -----------  -----------
 Net increase in net assets
  resulting from operations                                  26,668        10,939    1,962,851
                                                        -----------   -----------  -----------
DIVIDENDS AND
 DISTRIBUTIONS PAID TO
 SHAREHOLDERS:
Dividends from net investment income                        (38,383)      (10,336)    (308,870)
Distributions from net realized
 gain on investments                                              -             -     (485,925)
                                                        -----------   -----------  -----------
Total dividends and distributions                           (38,383)      (10,336)    (794,795)
                                                        -----------   -----------  -----------
CAPITAL SHARE
 TRANSACTIONS:
Proceeds from shares sold:
 12,825,093; 28,612,329; 16,813,646;
 9,441,738; 7,434,995; 6,502,188;
 3,523,988; 24,337,746 and 109,491,723
  shares, respectively                                       39,469       269,588    2,065,173
Proceeds from shares issued in
 reinvestment of net investment
 income dividends and distributions
 of net realized gain on investments:
 7,512,662; 5,605,115; 8,475,637;
 4,980,163; 137,024; 3,834,396;
 3,478,224; 937,903 and 34,961,124 shares,
  respectively                                               38,383        10,336      794,795
Cost of shares repurchased:
 7,086,581; 4,238,963; 4,001,696;
 2,391,438; 160,798; 2,875,119;
 8,689,601; 21,049,530 and 50,493,726
  shares, respectively                                      (96,167)     (233,296)    (867,583)
 Net increase (decrease) in net                         -----------   -----------  -----------
  assets resulting from capital share
  transactions                                              (18,315)       46,628    1,992,385
                                                        -----------   -----------  -----------
TOTAL INCREASE (DECREASE) IN NET ASSETS                     (30,030)       47,231    3,160,441
 
NET ASSETS:
Beginning of year                                           542,281       193,117   10,951,476
                                                        -----------   -----------  -----------
End of year (including
 undistributed net investment
 income: $4,638; $7,669; $25,264;
 $9,974; $1,121; $14,357; $9,778;
 $3,089 and $75,890, respectively)                         $512,251      $240,348  $14,111,917
                                                       ============  ============ ============
 
/1/  For the period January 2, 1996, commencement of operations, through November 30, 1996.
/2/  Represents initial capitalization from sale of 100,000 shares of beneficial interest.
 
See Notes to Financial Statements
</TABLE>
 
<TABLE>
<S>                                      <C>            <C>           <C>          <C>
American Variable Insurance Series                                                    (dollars
FINANCIAL STATEMENTS                                                                       in
                                                                                    thousands)
Statement of Changes in Net Assets
for the year ended November 30, 1995
 
 
                                                               Inter-      Growth-       Asset
                                                 Growth      national       Income  Allocation
                                                   Fund          Fund         Fund        Fund
- ----------------------------------          -----------   -----------  ----------- -----------
OPERATIONS:
Net investment income                        $   23,635    $   40,140   $   88,796    $ 30,480
Net realized gain (loss) on investments         259,039        34,945      160,279      30,610
Net unrealized appreciation
 on investments                                 480,224        83,096      691,459     129,814
                                            -----------   -----------  ----------- -----------
 Net increase in net assets
  resulting from operations                     762,898       158,181      940,534     190,904
                                            -----------   -----------  ----------- -----------
DIVIDENDS AND
 DISTRIBUTIONS PAID TO
 SHAREHOLDERS:
Dividends from net investment income            (20,133)      (37,537)     (85,055)    (29,507)
Distributions from net realized
 gain on investments                            (51,801)      (44,136)    (112,521)     (9,640)
                                            -----------   -----------  ----------- -----------
Total dividends and distributions               (71,934)      (81,673)    (197,576)    (39,147)
                                            -----------   -----------  ----------- -----------
CAPITAL SHARE
 TRANSACTIONS:
Proceeds from shares sold:
 14,348,086; 19,173,422; 13,715,393;
 6,084,975; 7,379,725; 6,989,389;
 20,995,679 and 88,686,669 shares,
 respectively                                   528,750       254,241      387,075      76,296
Proceeds from shares issued in
 reinvestment of net investment
 income dividends and distributions
 of net realized gain on investments:
 2,225,519; 6,335,172; 7,750,200;
 3,296,555; 3,356,613; 3,279,414;
 937,931 and 27,181,404 shares,
 respectively                                    71,934        81,673      197,576      39,147
Cost of shares repurchased:
 4,610,567; 8,773,846; 4,174,136;
 2,877,501; 2,819,500; 6,063,251;
 24,444,114 and 53,762,915 shares,
 respectively                                  (164,548)     (113,837)    (114,706)    (34,878)
 Net increase (decrease) in net             -----------   -----------  ----------- -----------
  assets resulting from capital share
  transactions                                  436,136       222,077      469,945      80,565
                                            -----------   -----------  ----------- -----------
TOTAL INCREASE (DECREASE) IN NET ASSETS       1,127,100       298,585    1,212,903     232,322
 
NET ASSETS:
Beginning of year                              2,027,341     1,404,886    2,740,366     637,370
                                            -----------   -----------  ----------- -----------
End of year (including
 undistributed net investment
 income: $8,057; $9,938; $24,939;
 $8,506; $12,657; $9,659; $2,486
 and $76,242, respectively)                  $3,154,441    $1,703,471   $3,953,269    $869,692
                                           ============  ============ ============ ============
 
                                                                 U.S.
                                                          Government/
                                             High-Yield     AAA-Rated         Cash
                                                   Bond    Securities   Management
                                                   Fund          Fund         Fund       Total
- ----------------------------------          -----------   -----------  ----------- -----------
OPERATIONS:
Net investment income                          $ 46,966      $ 37,218     $ 10,687  $  277,922
Net realized gain (loss) on investments         (11,260)       (5,497)           -     468,116
Net unrealized appreciation
 on investments                                  47,164        37,855            -   1,469,612
                                            -----------   -----------  ----------- -----------
 Net increase in net assets
  resulting from operations                      82,870        69,576       10,687   2,215,650
                                            -----------   -----------  ----------- -----------
DIVIDENDS AND
 DISTRIBUTIONS PAID TO
 SHAREHOLDERS:
Dividends from net investment income            (44,378)      (36,115)     (10,344)   (263,069)
Distributions from net realized
 gain on investments                                  -             -            -    (218,098)
                                            -----------   -----------  ----------- -----------
Total dividends and distributions               (44,378)      (36,115)     (10,344)   (481,167)
                                            -----------   -----------  ----------- -----------
CAPITAL SHARE
 TRANSACTIONS:
Proceeds from shares sold:
 14,348,086; 19,173,422; 13,715,393;
 6,084,975; 7,379,725; 6,989,389;
 20,995,679 and 88,686,669 shares,
 respectively                                    99,350        77,672      233,089   1,656,473
Proceeds from shares issued in
 reinvestment of net investment
 income dividends and distributions
 of net realized gain on investments:
 2,225,519; 6,335,172; 7,750,200;
 3,296,555; 3,356,613; 3,279,414;
 937,931 and 27,181,404 shares,
 respectively                                    44,378        36,115       10,344     481,167
Cost of shares repurchased:
 4,610,567; 8,773,846; 4,174,136;
 2,877,501; 2,819,500; 6,063,251;
 24,444,114 and 53,762,915 shares,
 respectively                                   (37,940)      (67,704)    (271,390)   (805,003)
 Net increase (decrease) in net             -----------   -----------  ----------- -----------
  assets resulting from capital share
  transactions                                  105,788        46,083      (27,957)  1,332,637
                                            -----------   -----------  ----------- -----------
TOTAL INCREASE (DECREASE) IN NET ASSETS         144,280        79,544      (27,614)  3,067,120
 
NET ASSETS:
Beginning of year                                389,925       462,737      220,731   7,883,356
                                            -----------   -----------  ----------- -----------
End of year (including
 undistributed net investment
 income: $8,057; $9,938; $24,939;
 $8,506; $12,657; $9,659; $2,486
 and $76,242, respectively)                    $534,205      $542,281     $193,117 $10,950,476
                                           ============  ============ ============ ============
See Notes to Financial Statements
</TABLE>
 
Notes to Financial Statements
 
1.   American Variable Insurance Series (the "series") is registered under the
Investment Company Act of 1940 as an open-end, diversified management
investment company with eight different funds. The eighth fund, the Bond Fund,
commenced operations on January 2, 1996. The assets of each fund are
segregated, with each fund accounted for separately. The funds' investment
objectives are as follows:  Growth Fund - growth of capital by investing
primarily in common stocks or securities with common stock characteristics;
International Fund - long-term growth of capital by investing primarily in
securities of issuers domiciled outside the United States; Growth-Income Fund -
growth of capital and income by investing primarily in common stocks or other
securities which demonstrate the potential for appreciation and/or dividends;
Asset Allocation Fund - high total return (including income and capital gains)
consistent with long-term preservation of capital; Bond Fund - as high a level
of current income as is consistent with the preservation of capital by
investing primarily in fixed-income securities; High-Yield Bond Fund - high
current income and secondarily capital appreciation by investing primarily in
intermediate and long-term corporate obligations; U.S. Government/AAA-Rated
Securities Fund - a high level of current income consistent with prudent
investment risk and preservation of capital by investing primarily in a
combination of securities guaranteed by the U.S. government and other debt
securities rated AAA or Aaa; Cash Management Fund -  high current yield while
preserving capital by investing in a diversified selection of high-quality
money market instruments.  The following paragraphs summarize the significant
accounting policies consistently followed by the series in the preparation of
its financial statements:
 
     Equity-type securities traded on a national securities exchange (or
reported on the NASDAQ national market) and securities traded in the
over-the-counter market are stated at the last reported sales price
on the day of valuation; other securities, and securities for which no sale was
reported on that date, are stated at the last quoted bid price. Bonds and notes
are valued at prices obtained from a bond-pricing service provided by a major
dealer in bonds, when such prices are available; however, in circumstances
where the investment adviser deems it appropriate to do so, such securities
will be valued at the mean of their representative quoted bid and asked prices
or, if such prices are not available, at prices for securities of comparable
maturity, quality and type. Securities denominated in non-U.S. currencies are
generally valued on the basis of bid quotations. Short-term securities with
original or remaining maturities in excess of 60 days, including forward
currency contracts, are valued at the mean of their quoted bid and asked
prices. Short-term securities with 60 days or less to maturity are valued at
amortized cost, which approximates market value. Securities for which market
quotations are not readily available are valued at fair value as determined by
the Board of Trustees or a committee thereof.
 
     As is customary in the mutual fund industry, securities transactions are
accounted for on the date the securities are purchased or sold. In the event
the fund purchases securities on a delayed delivery or "when-issued" basis, it
will segregate with its custodian liquid assets in an amount sufficient to meet
its payment obligations in these transactions. Realized gains and losses from
securities transactions are reported on an identified cost basis. Dividend and
interest income is reported on the accrual basis. Discounts on securities
purchased are amortized over the life of the respective securities. The series
does not amortize premiums on securities purchased. Dividends and distributions
paid to shareholders are recorded on the ex-dividend date.
 
     Investment securities and other assets and liabilities, including forward
currency contracts, denominated in non-U.S. currencies are recorded in the
financial statements after translation into U.S. dollars utilizing rates of
exchange on the last business day of the year. Purchases and sales of
investment securities, income and expenses are calculated using the prevailing
exchange rate as accrued. The effects of changes in foreign currency exchange
rates on investment securities are included with the net realized and
unrealized gain or loss on investment securities.
 
     Common expenses incurred by the series are allocated among the funds based
upon relative net assets. In all other respects, expenses are charged to each
fund as incurred on a specific identification basis.
 
     Pursuant to the custodian agreement, each fund within the series receives
credits against its custodian fee for imputed interest on certain balances with
the custodian bank. Custodian fees for the series aggregated $1,856,000, of
which $60,000 was paid by these credits rather than in cash.  
 
2.   It is the series' policy to continue to comply with the requirements of
the Internal Revenue Code applicable to regulated investment companies and to
distribute all of its net taxable income, including any net realized gain on
investments, to its shareholders. Therefore, no federal income tax provision is
required. During the year ended November 30, 1996, the International Fund
realized, on a tax basis, a net capital gain of $96,027,000 on securities
transactions. During the year ended November 30, 1996, the High-Yield Bond Fund
utilized a capital loss carryforward of $2,806,000 to offset, for tax purposes,
capital gains realized during the year up to such amount. The High-Yield Bond
Fund and the U.S. Government/AAA-Rated Securities Fund had available at
November 30, 1996 capital loss carryforwards totaling $6,501,000 and $9,822,000
respectively, which may be used to offset capital gains realized during
subsequent years through November 30, 2003 and 2004, respectively. It is the
intention of these funds not to make distributions from capital gains while
there are capital loss carryforwards. For book and federal income tax purposes,
the amounts of unrealized appreciation and depreciation and the cost of
portfolio securities, excluding forward currency contracts, at November 30,
1996 were as follows:
 
<TABLE>
<S>                   <C>        <C>             <C>        <C>          <C>
(Table for footnote 2)                                                    (dollars
                                                                                in
                                                                         thousands)
                                                    Growth-        Asset
                          Growth        Interna-     Income   Allocation      Bond
                            Fund     tional Fund       Fund         Fund      Fund
 
 
Unrealized
 appreciation         $1,099,498     $   461,949 $1,280,331     $190,020   $ 2,234
Unrealized
 depreciation            114,013          90,590     42,469        5,222       157
Net unrealized
 appreciation            985,485         371,359  1,237,862      184,798     2,077
Cost of portfolio
 securities            2,858,962       1,965,760  3,983,425      950,616    75,252
 
                      High-Yield U.S. Government/      Cash
                            Bond       AAA-Rated Management
                            Fund Securities Fund       Fund        Total
 
 
Unrealized
 appreciation           $ 28,039        $  9,479         -  $  3,071,550
Unrealized
 depreciation              5,799           5,899         -       264,149
Net unrealized
 appreciation             22,240           3,580         -     2,807,401
Cost of portfolio
 securities              628,724         518,980   $239,756   11,221,475
</TABLE>
 
3.   The fees for management services were paid pursuant to an Investment
Advisory and Service Agreement with Capital Research and Management Company
(CRMC), with which certain officers and Trustees of the series are affiliated.
The agreement provides for monthly fees, accrued daily, based on the following
annual rates: Growth Fund - 0.60% of the first $30 million of average net
assets; 0.50% of such assets in excess of $30 million but not exceeding $600
million; 0.45% of such assets in excess of $600 million but not exceeding $1.2
billion; 0.42% of such assets in excess of $1.2 billion but not exceeding $2.0
billion; and 0.37% of such assets in excess of $2.0 billion; International Fund
- - 0.90% of the first $60 million of average net assets; 0.78% of such assets in
excess of $60 million but not exceeding $600 million; 0.60% of such assets in
excess of $600 million but not exceeding $1.2 billion; 0.48% of such assets in
excess of $1.2 billion but not exceeding $2.0 billion; and 0.465% of such
assets in excess of $2.0 billion; Growth-Income Fund - 0.60% of the first $30
million of average net assets; 0.50% of such assets in excess of $30 million
but not exceeding $600 million; 0.45% of such assets in excess of $600 million
but not exceeding $1.5 billion; 0.40% of such assets in excess of $1.5 billion
but not exceeding $2.5 billion; and 0.32% of such assets in excess of $2.5
billion; Asset Allocation Fund - 0.60% of the first $30 million of average net
assets; 0.50% of such assets in excess of $30 million but not exceeding $600
million; and 0.42% of such assets in excess of $600 million; Bond Fund - 0.60%
of the first $30 million of average net assets; and 0.50% of such assets in
excess of $30 million; High-Yield Bond Fund - 0.60% of the first $30 million of
average net assets; 0.50% of such assets in excess of $30 million but not
exceeding $600 million; and 0.46% of such assets in excess of $600 million;
U.S. Government/AAA-Rated Securities Fund - 0.60% of the first $30 million of
average net assets; 0.50% of such assets in excess of $30 million but not
exceeding $600 million; and 0.40% of such assets in excess of $600 million;
Cash Management Fund - 0.50% of the first $100 million of average net assets;
0.42% of such assets in excess of $100 million but not exceeding $400 million;
and 0.38% of such assets in excess of $400 million. 
 
     The Board of Trustees has approved an amended Investment Advisory and
Service agreement, which provides for reduced fees for the Growth Fund,
Growth-Income Fund, and the Asset Allocation Fund effective December 1, 1996,
at the following annual rates: Growth Fund - 0.50% of the first $600 million of
average net assets; 0.45% of such assets in excess of $600 million but not
exceeding $1.2 billion; 0.42% of such assets in excess of $1.2 billion but not
exceeding $2.0 billion; 0.37% of such assets in excess of $2.0 billion but not
exceeding $3.2 billion; and 0.35% of such assets in excess of $3.2 billion;
Growth-Income Fund - 0.50% of the first $600 million of average net assets;
0.45% of such assets in excess of $600 million but not exceeding $1.5 billion;
0.40% of such assets in excess of $1.5 billion but not exceeding $2.5 billion;
0.32% of such assets in excess of $2.5 billion but not exceeding $4.0 billion;
and 0.285% of such assets in excess of $4.0 billion; Asset Allocation Fund -
0.50% of the first $600 million of average net assets; 0.42% of such assets in
excess of $600 million but not exceeding $1.2 billion; and 0.36% of such assets
in excess of $1.2 billion. Beginning October 1, 1996, CRMC has voluntarily
agreed to waive its management fees in excess of those provided by the amended
agreement.
 
     Trustees who are unaffiliated with CRMC may elect to defer part or all of
the fees earned for services as members of the Board. Amounts deferred are not
funded and are general unsecured liabilities of the series. As of November 30,
1996, aggregate amounts deferred and earnings thereon were $110,000.
 
<TABLE>
<S>                   <C>             <C>         <C>
(Table for footnote 4)                                (dollars
                                                            in
                                                    thousands)
 
                                                       Growth-
                               Growth    Interna-       Income
                                 Fund tional Fund         Fund
As of November 30,
 1996:
Accumulated
 undistributed
 net realized
 gain (loss) on
 investments               $  267,737  $   95,444   $  373,216
Paid-in capital             2,602,489   1,895,065    3,612,298
For the year
 ended November 30,
 1996:
Purchases of
 investment
 securities /1/             1,304,842   1,121,564    1,584,674
Sales of invest-
 ment securities /1/          946,236     576,765    1,223,882
 
                                Asset               High-Yield
                           Allocation        Bond         Bond
                                 Fund        Fund         Fund
As of November 30,
 1996:
Accumulated
 undistributed
 net realized
 gain (loss) on
 investments                 $ 72,422     $    38     $ (7,163)
Paid-in capital               873,897      74,183      632,750
For the year
 ended November 30,
 1996:
Purchases of
 investment
 securities /1/               458,007   66,769/2/      295,440
Sales of invest-
 ment securities /1/          436,285   10,095/2/      245,208
 
                      U.S. Government/       Cash
                            AAA-Rated  Management
                      Securities Fund        Fund        Total
As of November 30,
 1996:
Accumulated
 undistributed
 net realized
 gain (loss) on
 investments                $ (11,022)         -   $   790,672
Paid-in capital               509,915    $237,259   10,437,856
For the year
 ended November 30,
 1996:
Purchases of
 investment
 securities /1/               167,672          -     4,998,968
Sales of invest-
 ment securities /1/          149,264          -     3,587,735
 
/1/  Excludes short-
term securities
/2/  For the period
January 2, 1996,
commencement of
operations, through
November 30, 1996.
</TABLE>
 
5.   Dividend and interest income for the International Fund is recorded net of
non-U.S. taxes paid. For the year ended November 30, 1996, such non-U.S. taxes
were $5,796,000. Net realized currency gains on dividends, interest,
withholding taxes reclaimable, and sales of non-U.S. bonds and notes were
$877,000 for the year ended November 30, 1996.
 
     The funds may enter into forward currency contracts, which represent an
agreement to exchange currencies of different countries at a specified future
date at a specified rate.  The funds enter into these contracts to reduce their
exposure to fluctuations in foreign exchange rates arising from investments
denominated in non-U.S. currencies.  The funds' use of forward currency
contracts involves market risk in excess of the amount recognized in the
statement of assets and liabilities.  The contracts are recorded in the
statement of assets and liabilities at their net unrealized value.  The face or
contract amount in U.S. dollars reflects the total exposure the funds have in
that particular contract. Losses may arise upon entering these contracts from
the potential inability of counterparties to meet the terms of their contracts
and from possible movements in non-U.S. exchange rates and securities values
underlying these instruments.  At November 30, 1996, the Bond Fund had an
outstanding forward currency contract to sell non-U.S. currencies as follows:
 
<TABLE>
<S>                            <C>            <C>            <C>                       <C>
(Table  for
footnote 5)
 
Non-U.S. Currency Sale ContractContract Amount               U.S. Valuation at 11/30/96
                                                                                           Unrealized
                                     Non-U.S.           U.S.                    Amount   Appreciation
                               ------------------------------          --------------- ---------------
Deutsche Markes
 expiring 1/8/97                    DM275,000       $185,000                  $179,000         $6,000
</TABLE>
 
<TABLE>
<S>                      <C>        <C>        <C>           <C>         <C>
PER-SHARE
DATA AND
RATIOS
                                                         Net       Total
                                                  realized &      income   Dividends
                          Net asset        Net    unrealized        from    from net
Year                         value,    invest-   gain (loss)     invest-     invest-
Ended                     beginning       ment    on invest-        ment        ment
11/30                       of year     income         ments  operations      income
- ---------                 ---------  ---------     ---------   ---------   ---------
Growth Fund
                     1992    $24.18       $ .29       $ 4.25      $ 4.54  $(.31) /2/
                     1993     28.41         .25         4.13        4.38        (.24)
                     1994     32.34         .24          .69         .93        (.24)
                     1995     31.94         .33        10.63       10.96        (.29)
                     1996     41.81         .24         5.17        5.41        (.29)
International Fund
                     1992    $10.02       $ .19       $ (.09)     $  .10      $ (.21)
                     1993      9.89         .17         2.50        2.67        (.16)
                     1994     12.40         .25         1.04        1.29        (.20)
                     1995     13.27         .34         1.02        1.36        (.33)
                     1996     13.89         .28         1.96        2.24        (.31)
Growth-Income Fund
                     1992    $21.72       $ .65       $ 2.74      $ 3.39      $ (.67)
                     1993     24.17         .63         2.12        2.75        (.63)
                     1994     26.01         .68          .14         .82        (.65)
                     1995     25.30         .73         7.20        7.93        (.73)
                     1996     31.47         .71         5.55        6.26        (.74)
Asset Allocation Fund
                     1992    $10.59       $ .48       $  .94      $ 1.42      $ (.49)
                     1993     11.47         .51          .67        1.18        (.49)
                     1994     12.01         .51         (.57)       (.06)       (.52)
                     1995     11.25         .50         2.69        3.19        (.50)
                     1996     13.77         .53         1.89        2.42        (.53)
Bond Fund /3/
                     1996    $10.00       $ .40       $  .16      $  .56      $ (.25)
High-Yield Bond Fund
                     1992    $13.53       $1.10       $  .62      $ 1.72      $(1.08)
                     1993     14.17        1.09         1.20        2.29       (1.10)
                     1994     15.17        1.27        (2.07)       (.80)      (1.23)
                     1995     12.89        1.32         1.10        2.42       (1.32)
                     1996     13.99        1.28          .54        1.82       (1.30)
U.S. Government/AAA-
Rated Securities Fund
                     1992    $11.22       $ .75       $  .32      $ 1.07      $ (.76)
                     1993     11.53         .74          .68        1.42        (.75)
                     1994     12.15         .76        (1.30)       (.54)       (.74)
                     1995     10.80         .82          .71        1.53        (.81)
                     1996     11.52         .83         (.24)        .59        (.82)
Cash Management Fund
                     1992    $11.11       $ .35       $  .01      $  .36      $ (.43)
                     1993     11.04         .29            -         .29        (.31)
                     1994     11.02         .37          .02         .39        (.32)
                     1995     11.09         .63         (.02)        .61        (.59)
                     1996     11.11         .54          .01         .55        (.54)
 
                            Distri-
                            butions
                               from                Net asset             Net assets,
Year                            net      Total       value,                   end of
Ended                      realized    distri-        end of       Total    year (in
11/30                         gains    butions          year      return   millions)
- ---------                 ---------  ---------     ---------   ---------   ---------
Growth Fund
                     1992         -     $ (.31)       $28.41       18.90%     $1,212
                     1993   $ (.21)       (.45)        32.34      15.59        1,737
                     1994    (1.09)      (1.33)        31.94       2.92        2,027
                     1995     (.80)      (1.09)        41.81      35.35        3,154
                     1996    (3.40)      (3.69)        43.53      14.32        3,860
International Fund
                     1992   $ (.02)     $ (.23)       $ 9.89        0.90%     $  360
                     1993         -       (.16)        12.40      27.20          840
                     1994     (.22)       (.42)        13.27      10.48        1,405
                     1995     (.41)       (.74)        13.89      10.78        1,703
                     1996     (.29)       (.60)        15.53      16.66        2,370
Growth-Income Fund
                     1992   $ (.27)     $ (.94)       $24.17       15.90%     $1,704
                     1993     (.28)       (.91)        26.01      11.63        2,436
                     1994     (.88)      (1.53)        25.30       3.21        2,740
                     1995    (1.03)      (1.76)        31.47      33.14        3,953
                     1996    (1.26)      (2.00)        35.73      21.02        5,249
Asset Allocation Fund
                     1992   $ (.05)     $ (.54)       $11.47       13.69%     $  359
                     1993     (.15)       (.64)        12.01      10.59          578
                     1994     (.18)       (.70)        11.25       (.54)         637
                     1995     (.17)       (.67)        13.77      29.45          870
                     1996     (.48)      (1.01)        15.18      18.65        1,141
Bond Fund /3/
                     1996         -     $ (.25)       $10.31   5.74% /4/      $   77
High-Yield Bond Fund
                     1992         -     $(1.08)       $14.17       13.14%     $  197
                     1993   $ (.19)      (1.29)        15.17      17.09          379
                     1994     (.25)      (1.48)        12.89      (5.71)         390
                     1995         -      (1.32)        13.99      19.81          534
                     1996         -      (1.30)        14.51      13.75          662
U.S. Government/AAA-
Rated Securities Fund
                     1992         -     $ (.76)       $11.53        9.83%     $  360
                     1993   $ (.05)       (.80)        12.15      12.65          505
                     1994     (.07)       (.81)        10.80      (4.58)         463
                     1995         -       (.81)        11.52      14.73          542
                     1996         -       (.82)        11.29       5.49          512
Cash Management Fund
                     1992         -     $ (.43)       $11.04        3.31%     $  197
                     1993         -       (.31)        11.02       2.67          206
                     1994         -       (.32)        11.09       3.59          221
                     1995         -       (.59)        11.11       5.65          193
                     1996         -       (.54)        11.12       5.09          240
 
                                         Ratio
                           Ratio of     of net       Average
Year                       expenses  income to   commissions  Portfolio
Ended                    to average    average      paid per    turnover
11/30                    net assets net assets     share /1/        rate
- ---------                 ---------  ---------     ---------   ---------
Growth Fund
                     1992      0.53%      1.15%   6.89 cents       11.15%
                     1993       .50        .86       6.43          20.40
                     1994       .49        .78       6.09          29.58
                     1995       .47        .92       5.91          35.47
                     1996       .44        .61       5.42          30.88
International Fund
                     1992      1.00%      2.11%  1.22 cents        16.73%
                     1993       .96       1.75        .23          17.70
                     1994       .80       2.03       1.01          19.66
                     1995       .75       2.64        .16          24.66
                     1996       .69       1.99       1.24          32.08
Growth-Income Fund
                     1992      0.52%      3.01%   7.46 cents       13.60%
                     1993       .49       2.66       7.02          24.93
                     1994       .47       2.72       6.39          29.26
                     1995       .44       2.70       6.21          26.91
                     1996       .41       2.26       5.75          31.27
Asset Allocation Fund
                     1992      0.57%      4.73%   7.12 cents       19.74%
                     1993       .55       4.66       6.85          19.01
                     1994       .53       4.55       6.38          36.13
                     1995       .52       4.11       6.27          39.89
                     1996       .49       3.88       5.60          50.62
Bond Fund /3/
                     1996  .52% /4/  6.18% /4/             -   32.83%/4/
High-Yield Bond Fund
                     1992      0.59%      8.88%            -       47.44%
                     1993       .56       8.18             -       34.05
                     1994       .54       9.37             -       38.46
                     1995       .54      10.12             -       31.73
                     1996       .53       9.27             -       44.81
U.S. Government/AAA-
Rated Securities Fund
                     1992      0.57%      7.08%            -       39.96%
                     1993       .55       6.42             -       21.69
                     1994       .54       6.69             -       45.21
                     1995       .54       7.37             -       30.11
                     1996       .53       7.33             -       30.45
Cash Management Fund
                     1992      0.53%      3.24%            -           -
                     1993       .51       2.57             -           -
                     1994       .49       3.60             -           -
                     1995       .49       5.37             -           -
                     1996       .47       4.94             -           -
 
/1/  Brokerage commissions paid on portfolio transactions increase the cost of
 securities purchased or reduce the proceeds of securities sold, and are not reflected
 in the funds' statement of operations.  Shares traded on a principal basis, such as most
 over-the-counter and fixed-income transactions, are excluded.  Generally, non-U.S. commissions
 are lower than U.S. commissions when expressed as cents per share but higher when
 expressed as a percentage of transactions because of the lower per-share
 prices of many non-U.S. securities.
 
/2/ Amount includes net realized short-term gains treated as net investment income for
 federal income tax purposes.
 
/3/ Commenced operations January 2, 1996.
 
/4/ Based on operations for the period shown and, accordingly, not representative of a
 full year's operations.
 
See Notes to Financial Statements
</TABLE>
 
 


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