FLAG INVESTORS TELEPHONE INCOME FUND INC
N-30D, 1996-08-16
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                                  [Flag Logo]
                                 Flag Investors
                                  Mutual Funds
                                     Growth
                       Flag Investors Emerging Growth Fund
                       Flag Investors Equity Partners Fund
                        Flag Investors International Fund
                                  Equity Income
                   Flag Investors Real Estate Securities Fund
                      Flag Investors Telephone Income Fund
                                    Balanced
                        Flag Investors Value Builder Fund
                                     Income
                  Flag Investors Intermediate-Term Income Fund
              Flag Investors Total Return U.S. Treasury Fund Shares
                                 Tax-Free Income
                  Flag Investors Managed Municipal Fund Shares
                      Flag Investors Maryland Intermediate
                              Tax-Free Income Fund
                                 Current Income
                    Flag Investors Cash Reserve Prime Shares
                                  P.O. Box 515
                            Baltimore, Maryland 21203
                                  800-767-FLAG
                                 Distributed by:
                                ALEX. BROWN &SONS
                                  INCORPORATED
[Flag Logo]
Flag
Investors
Telephone
Income
Fund
Semi-Annual Report
June 30, 1996


<PAGE>

                                  [Flag Logo]
                                 FLAG INVESTORS
                             TELEPHONE INCOME FUND
- --------------------------------------------------------------------------------

Fund Performance
                                       Average Annual Total Return*
                                        Class A   Class B   Class D
 Periods ended 6/30/96:                 Shares    Shares    Shares
- --------------------------------------------------------------------------------
 One Year                                29.9%      28.8%    29.4%
 Five Years                              16.1%      --        --
 Ten Years                               14.2%      --        --
 Since Inception:                       1/18/84   1/3/95    4/6/93
 (Annualized)                            16.9%      28.4%    12.9%
- --------------------------------------------------------------------------------

Investment Objective
A mutual fund designed to provide current income and long-term growth of capital
through a professionally  managed portfolio of securities  primarily invested in
companies in the telephone industry.


                         Growth of a $10,000 Investment
                               in Class A Shares*
                       (January 18, 1984 - June 30, 1996)


                             [Graph appears below]


                     Mountain #1              Mountain #2
                     -----------              -----------
                       $10,000                  $10,000
1984                   $10,557                  $11,503
1985                   $11,392                  $14,854
1986                   $12,227                  $18,539
1987                   $12,946                  $18,818
1988                   $13,650                  $22,563
1989                   $14,508                  $33,588
1990                   $15,196                  $31,053
1991                   $15,909                  $38,220
1992                   $16,559                  $42,976
1993                   $17,209                  $50,761
1994                   $17,890                  $47,551
1995                   $18,408                  $63,451
1996                   $18,478                  $69,800



*These  figures  assume  the   reinvestment   of  dividends  and  capital  gains
distributions  and exclude the impact of any sales  charge.  If the sales charge
was reflected,  the quoted performance would be lower.  Performance  figures for
the classes differ because each class maintains a distinct expense structure and
each  has a  different  inception  date.  For  further  details  on the  expense
structures,  please refer to the Fund's prospectus.  Since investment return and
principal value will fluctuate,  an investor's  shares may be worth more or less
than their original cost when redeemed.  Past performance is not an indicator of
future results. Please review the Additional Performance Information on page 5.

                                       1

<PAGE>

                                  [Flag Logo]
                                 FLAG INVESTORS
                             TELEPHONE INCOME FUND
- --------------------------------------------------------------------------------

Dear Shareholders:

Performance Update

     Your  Fund  reported  a  solid  first-half  total  return  of  10%.  Strong
contributions from key holdings in long distance,  overseas  telecommunications,
major independent telephone and specialty equipment and service companies offset
recent weakness in the Regional Bell Operating Companies ("RBOCs").  Uncertainty
about  the  changing  competitive   environment  created  by  telecommunications
legislation has resulted in year-to-date  underperformance by our RBOC holdings.
Nevertheless,  we remain  extremely  positive  about the  strengths of the local
telephone  business and the future  prospects of the telephone  companies in the
new competitive environment.

A Sector Fund with a Difference

     We feel that the Fund is a "sector  fund with a  difference."  With  unique
characteristics  stimulating  growth  in new as well as basic  services  in both
domestic and international markets, the telecommunications  industry may be less
likely to  uniformly  suffer from the  cyclical  downturns  experienced  by many
narrower  sectors.  Greater  user  recognition  of  the  benefits  derived  from
telecommunications  is a major  driver of  long-term  growth.  Wireless and data
services add value by connecting  people and  computers in new,  more  efficient
ways.  These  services  improve  both the quality of our lives and the way we do
business.   Technological  innovation  provides  users  greater  access  to  new
telecommunications   services  at  steadily   decreasing   prices.  In  essence,
telecommunications is the catalyst for realizing the benefits of the information
age.

Focus on Good Business Rather
than Technology

     With new  product  offerings  being  introduced  to meet the  needs of more
specialized  market segments,  investors are becoming  increasingly aware of the
industry's impressive potential. From our perspective, we recognize the role new
technologies and services play in industry growth.  However, we believe superior
technology plays primarily a supporting role in a company's  long-term  success.
Long-term  positioning is often established by businesses  through a combination
of successful traits, such as the ability to generate economies of scale through
efficient  manufacturing  while  maintaining a strong brand identity.  We try to
avoid companies that are too narrowly  focused in terms of markets,  products or
services  and  instead,   concentrate  on  companies  with  strong   competitive
advantages.

     A good example is U.S. Robotics,  a leading supplier of data communications
equipment  to  both  business  and  consumer  markets.   In  addition  to  their
proprietary   modem   architecture,   the  company  maximizes  the  benefits  of
well-established  distribution channels and efficient manufacturing  operations.
Another Fund holding,  General  Instrument,  has solid growth prospects  despite
recent  disappointments.  Although  transition to next generation  product lines
adversely  affected  short-term   profitability,   General  Instrument  has  the
potential to leverage its leading market  position as an end-to-end  supplier to
cable networks, and create new growth opportunities in international cable TV as
well as telephone company markets.

Strong Prospects for Local Telephone
Companies

     As investors in the telecommunications industry, we are very positive about
the  long-term  prospects

                                       2

<PAGE>

                                  [Flag Logo]
                                 FLAG INVESTORS
                             TELEPHONE INCOME FUND
- --------------------------------------------------------------------------------

for local  telephone  companies.  We don't ignore the realities of the evolving
telephone industry.

     As we have  discussed in previous  letters,  new  competitive  rules do not
create immediate winners and losers. As new niche service providers  continue to
enter the local  telephone  market,  the  winners  will be the  businesses  that
demonstrate,  in a new market  climate,  the ability to acquire new customers as
well  as  retain  existing  ones.   Telephone  companies  maintain   significant
competitive  advantages such as economies of scale, high market  recognition and
efficient,  low-cost networks. With fair regulatory rulings, telephone companies
will be able to respond to competition by offering new services and entering new
markets.  We see daily  examples  that "the network" will remain at the heart of
telecommunications.  As a result, the telephone  companies remain at the core of
the Fund.

Investment Philosophy

     With the number of potential  opportunities available to telecommunications
industry investors, it is important to adhere to an investment discipline.  Like
the diversified  Flag Investors Value Builder and Flag Investors Equity Partners
Funds, we use a "flexible  value" approach to invest in our sector.  We look for
value in attractive businesses with steady,  predictable cash flows that sell at
reasonable prices.

     Capable,   shareholder-oriented   management  is  very   important  to  us.
Challenges created by competition, regulation or technology can adversely affect
shareholder value. With the opportunities available to industry participants, we
expect management to capitalize on their competitive advantage,  earn high rates
of return on invested  capital,  and make adjustments to improve upon inadequate
returns.  With  shareholder-oriented  management,  SBC Communications  (formerly
Southwestern Bell), our largest holding,  operates a telecommunications  company
with strong cash flow.  Management's ability to make good business decisions has
yielded   impressive   returns   from  their  local   telephone,   cellular  and
international operations.

Portfolio Developments

     Without  exhaustive  detail,  we would  like to shed  some  light on recent
portfolio  developments.  Although it was a difficult first half of the year for
RBOCs, four of our five RBOC holdings  outperformed the RBOCs that are not owned
by the Fund.  Unfortunately,  SBC  Communications  posted the largest first-half
decline among RBOCs.  Short-term  uncertainties  surrounding  the pending merger
with Pacific  Telesis have had an adverse effect on SBC's stock price.  However,
we remain very  confident in SBC's  management  and are  enthusiastic  about the
long-term prospects for the combined SBC/Pacific Telesis enterprise.

     Highlighted in the chart on page 4 are the major  contributors  to, as well
as detractors from, the Fund's  performance in the first six months of the year.
They are shown by their  impact  on the  change in the  Fund's  Net Asset  Value
(NAV), a calculation that gains  significance  through a combination of the size
of the holding as well as its percentage  price change.  While this is useful to
understanding  recent  developments,  one  should  not  lose  sight  of the more
important impact on long-term results,  which is demonstrated for these holdings
by the gain on  investment  of each as a percentage of their average cost in the
portfolio.

     We hope these  long-term  statistics will help illustrate our commitment to
building long-term value for the portfolio.

                                       3

<PAGE>

                                  [Flag Logo]
                                 FLAG INVESTORS
                             TELEPHONE INCOME FUND
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                   Contributors to Net Asset Value Performance
- --------------------------------------------------------------------------------

                                       Six-Month            Long-Term
                                       Perspective         Perspective
                                   Contribution to NAV       Gain on
                                   (12/31/95-6/30/96)      Investment*
  Five Best Contributors
- --------------------------------------------------------------------------------
  Cincinnati Bell                $0.31                         180%
  LCIInternational               $0.17                         182%
  BroadBand Technologies         $0.14                           6%
  QUALCOMM                       $0.13                          79%
  MFSCommunications              $0.11                         190%
- --------------------------------------------------------------------------------

  Five Worst Contributors
- --------------------------------------------------------------------------------
  SBCCommunications             $(0.20)                        115%
  CellStar Corp.                $(0.06)                        (24)%
  AT&T                          $(0.05)                         68%
  DSCCommunications             $(0.04)                         19%
  Bell Atlantic                 $(0.02)                        102%

*Percentage of average cost.

Enthusiastic Investors

     We would like to express our appreciation for the continued  support of our
loyal  shareholders.  Hopefully,  we  have  conveyed  our  enthusiasm  for  this
attractive investment sector. Telecommunications should experience many years of
above-average growth with numerous  opportunities for well-managed companies and
their  investors to earn good  returns.  We believe  conservative  investors can
obtain the  wealth-building  benefit of concentrating  on an attractive  "sector
with a difference" without taking undue risk.

Sincerely,



/s/ Bruce E. Behrens        /s/ J. Dorsey Brown, III

Bruce E. Behrens            J. Dorsey Brown, III
President                   Executive Vice President

July 19, 1996


Telecommunications Holdings


                                                     Percent of
                                                     Net Assets
- --------------------------------------------------------------------------------

    I.   Regional Bell Operating Companies:
         (RBOCs)
         Ameritech Corp.                                4.1%
         Bell Atlantic Corp.                            2.8
         BellSouth Corp.                                2.5
         Pacific Telesis Group                          7.2
         SBC Communications Inc.                        7.5
                                                       24.1
   II.   Independent Local Exchange Carriers:
         Cincinnati Bell Inc.                           5.7
         GTE Corp.                                      4.6
         Southern New England
           Telecommunications Corp.                     5.1
                                                       15.4
  III.   Long Distance Telephone Companies:
         AT&T Corp.                                     7.2
         Excel Communications Inc.                      0.1
         Frontier Corp.                                 5.5
         LCIInternational Inc.                          2.7
                                                       15.5
   IV.   Foreign Telephone Companies:
         BCEInc.                                        2.8
         Compania Telefonica National de Espana         1.5
         Telefonos de Mexico SA                         3.0
         Vodafone Group PLC                             0.8
                                                        8.1
    V.   Telecommunication Equipment Providers:
         BlackBox Corp.                                 1.5
         BroadBand Technologies                         1.8
         CellStar Corp.                                 0.2
         DSC Communications Corp.                       1.1
         General Instrument Corp.                       1.1
         Lucent Technologies Inc.                       0.8
         Motorola Inc.                                  4.7
         Octel Communications Corp.                     1.0
         QUALCOMM Inc.                                  4.2
         U.S. Robotics Corp.                            1.0
                                                       17.4
   VI.   Specialty Telecommunication Services:
         AirTouch Communications Inc.                   1.1
         MFS Communications Co. Inc.                    2.3
         NEXTEL Communications Inc.                     0.7
         Orbital Sciences Corp.                         0.9
         Preferred Networks Inc.                        0.2
                                                        5.2
  VII.   Telecommunication Bonds:
         Orbital Sciences Corp.                         0.3

         Total Telephone Industry                      86.0%

                                       4

<PAGE>

                                  [Flag Logo]
                                 FLAG INVESTORS
                             TELEPHONE INCOME FUND
- --------------------------------------------------------------------------------

Additional Performance Information
- --------------------------------------------------------------------------------

     The shareholder letter included in this report contains statistics designed
to help you evaluate the performance of your Fund's  management.  The Securities
andExchange  Commission  (SEC)requires that when we report such figures, we also
include the Fund's  total  return,  according  to a  standardized  formula,  for
various time periods  through the end of the most recent calendar  quarter.  The
SEC total return figures differ from those we reported  because the time periods
may be  different  and because the SEC  calculation  includes  the impact of the
currently  effective  4.50%  maximum sales charge for the Fund's Class A Shares,
4.00% maximum contingent deferred sales charge for the Fund's Class B Shares and
1.50% maximum sales charge for the Fund's Class D Shares.  In addition,  the SEC
calculation  for the  Class D Shares  reflects  the  impact  of a 1.00%  maximum
contingent  deferred sales charge since the represented time period is less than
four years.


                           AVERAGE ANNUAL TOTAL RETURN
                           Class A        Class B        Class D
  Periods ended 6/30/96:   Shares         Shares         Shares
- --------------------------------------------------------------------------------
  One Year                 27.92%         24.84%         26.47%
- --------------------------------------------------------------------------------
  Five Years               15.72%            --             --
- --------------------------------------------------------------------------------
  Ten Years                14.04%            --             --
- --------------------------------------------------------------------------------
  Since Inception*         16.74%         25.99%         12.11%

*Inception dates: Class A Shares: 1/18/84; Class B Shares: 1/3/95; Class D
Shares: 4/6/93.


     These  total  returns   correspond  to  those   experienced  by  individual
shareholders  only if their shares were  purchased on the first day of each time
period and the maximum sales charge was paid.

     Any  performance  figures  shown are for the full period  indicated.  Since
investment  return and principal value will fluctuate,  an investor's shares may
be worth more or less than their original cost when redeemed.  Past  performance
is not an indicator of future results.


Directors and Officers

W. James Price                  Bruce E. Behrens
Chairman                        President

Charles W. Cole, Jr.            J. Dorsey Brown, III
Director                        Executive Vice President

James J. Cunnane                Hobart C. Buppert, II
Director                        Vice President

Richard T. Hale                 Liam D. Burke
Director                        Vice President

John F. Kroeger                 Gary V. Fearnow
Director                        Vice President

Louis E. Levy                   Lee S. Owen
Director                        Vice President

Eugene J. McDonald              Edward J. Veilleux
Director                        Vice President

Rebecca W. Rimel                Brian C. Nelson
Director                        Vice President

Truman T. Semans                Joseph A. Finelli
Director                        Treasurer

Carl W. Vogt, Esq.              Edward J. Stoken
Director                        Secretary

Harry Woolf                     Laurie D. DePrine
Director                        Assistant Secretary



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

     For more complete information regarding any of the Flag Investors Funds,
including charges and expenses, obtain a prospectus from your investment
representative or directly from the Fund at 1-800-767-FLAG. Read it carefully
before you invest.

                                       5

<PAGE>

                                  [Flag Logo]
                                 FLAG INVESTORS
                             TELEPHONE INCOME FUND
- --------------------------------------------------------------------------------

Statement of Net Assets                                            June 30, 1996
(Unaudited)

<TABLE>
<CAPTION>
            Shares/
              Par                                                                                   Market Value
             (000)                                                                                    (Note A)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
   TELEPHONE INDUSTRY: 86.0%
   Common Stock: 85.7%
             220,408    AirTouch Communications Inc.*                                                $ 6,226,526
             659,224    AT&T Corp.                                                                    40,871,888
             394,000    Ameritech Corp.                                                               23,393,750
             400,000    BCE Inc.                                                                      15,800,000
             247,008    Bell Atlantic Corp.                                                           15,746,760
             330,964    BellSouth Corp.                                                               14,024,600
             366,428    BlackBox Corp.*                                                                8,702,665
             315,000    BroadBand Technologies*                                                       10,158,750
             115,000    CellStar Corp.*                                                                1,006,250
             625,800    Cincinnati Bell Inc.                                                          32,619,825
             150,000    Compania Telefonica National de Espana SA ADR                                  8,268,750
             200,000    DSC Communications Corp.*                                                      6,025,000
              25,000    Excel Communications Inc.*                                                       675,000
           1,022,400    Frontier Corp.                                                                31,311,000
             214,700    General Instrument Corp.*                                                      6,199,463
             587,320    GTE Corp.                                                                     26,282,570
             496,841    LCI International Inc.                                                        15,588,386
             125,000    Lucent Technologies Inc.                                                       4,734,375
             340,000    MFS Communications Co. Inc.*                                                  12,792,500
             420,000    Motorola Inc.                                                                 26,407,500
             200,000    NEXTEL Communications Inc.--Class A*                                           3,812,500
             300,000    Octel Communications Corp.*                                                    5,925,000
             331,000    Orbital Sciences Corp.*                                                        5,378,750
           1,213,808    Pacific Telesis Group                                                         40,966,020
             130,000    Preferred Networks Inc.*                                                       1,121,250
             450,000    QUALCOMM Inc.*                                                                23,906,250
             859,106    SBC Communications Inc.                                                       42,310,970
             690,000    Southern New England Telecommunications Corp.                                 28,980,000
             500,000    Telefonos de Mexico--L SA ADR                                                 16,750,000
              68,000    U.S. Robotics Corp.*                                                           5,814,000
             124,000    Vodafone Group PLC ADR                                                         4,572,500
- ---------------------------------------------------------------------------------------------------------------------------
                        Total Common Stock (Cost $303,315,426)                                       486,372,798
   Corporate Bonds: 0.3%
              $1,500    Orbital Sciences Corp., Cvt., 6.75%, 3/1/03                                    1,788,750
- ---------------------------------------------------------------------------------------------------------------------------
                        Total Corporate Bonds (Cost $1,893,840)                                        1,788,750
                        Total Telephone Industry (Cost $305,209,266)                                 488,161,548
   NON-TELEPHONE INDUSTRY: 12.5%
   Common Stock: 7.7%
             626,900    Alexander Haagen Properties, Inc.                                              7,992,975
             285,912    Conseco Inc.                                                                  11,436,480
</TABLE>

                                       6

<PAGE>

                                  [Flag Logo]
                                 FLAG INVESTORS
                             TELEPHONE INCOME FUND
- --------------------------------------------------------------------------------
Statement of Net Assets (concluded)                                June 30, 1996
(Unaudited)

<TABLE>
<CAPTION>
            Shares/
              Par                                                                                   Market Value
             (000)                                                                                    (Note A)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
   NON-TELEPHONE INDUSTRY (continued)
   Common Stock (continued)
             179,600    DeBartolo Realty Corp.                                                       $ 2,896,050
             109,000    General Growth Properties                                                      2,629,625
             145,000    Meditrust Corp.                                                                4,839,375
             400,000    Nationwide Health Properties, Inc.                                             8,450,000
              50,000    Philip Morris Cos., Inc.                                                       5,200,000
- ---------------------------------------------------------------------------------------------------------------------------

                           Total Common Stock (Cost $26,963,496)                                      43,444,505
   Convertible Preferred Stock: 4.0%
             246,000    American Express, 6.25% Cvt Pfd                                               16,143,750
             100,000    Conseco Inc., 6.5% Series D Cvt Pfd                                            6,287,500
- ---------------------------------------------------------------------------------------------------------------------------
                        Total Convertible Preferred Stock (Cost $14,295,500)                          22,431,250
   Corporate Bonds: 0.8%
              $5,000    HMH Properties, 9.50%, 5/15/05                                                 4,787,500
- ---------------------------------------------------------------------------------------------------------------------------
                        Total Corporate Bonds (Cost $4,906,930)                                        4,787,500
                        Total Non-Telephone Industry (Cost $46,165,926)                               70,663,255
   REPURCHASE AGREEMENT: 1.1%
               6,144    Goldman Sachs & Co., 5.25%
                          Dated 6/28/96, to be repurchased on 7/1/96, collateralized
     by U.S. Treasury Notes with a market value of $6,267,758.
                          (Cost $6,144,000)                                                            6,144,000
- ---------------------------------------------------------------------------------------------------------------------------
   Total Investments in Securities: 99.6%
     (Cost $357,519,192)**                                                                           564,968,803
   Other Assets in Excess of Liabilities, Net: 0.4%                                                    2,480,346
- ---------------------------------------------------------------------------------------------------------------------------
   Net Assets: 100.0%                                                                               $567,449,149
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
   Net Asset Value Per:
     Class A Share
       ($523,175,829 / 32,184,917 shares outstanding)                                                     $16.26(1)
     Class B Share
       ($13,711,980 / 847,456 shares outstanding)                                                         $16.18(2)
     Class D Share
       ($30,561,340 / 1,881,155 shares outstanding)                                                       $16.25(3)
   Maximum Offering Price Per:
     Class A Share
       ($16.26 / .955)                                                                                    $17.03
     Class B Share                                                                                        $16.18
</TABLE>

  * Non-income producing security.
 ** Aggregate cost for federal tax purposes was $354,721,143.
(1) Redemption value is $16.26.
(2) Redemption value is $15.53 following 4.00% maximum contingent  deferred
    sales charge.
(3) Redemption  value is  $16.09  following  1.00%  maximum  contingent deferred
    sales charge.
See accompanying Notes to Financial Statements.

                                       7

<PAGE>

                                  [Flag Logo]
                                 FLAG INVESTORS
                             TELEPHONE INCOME FUND
- --------------------------------------------------------------------------------

Statement of Operations                   For the Six Months Ended June 30, 1996
(Unaudited)

INVESTMENT INCOME (NOTE A):
     Dividends                                        $ 7,763,731
     Interest                                             616,904
       Less: Foreign taxes withheld                      (118,501)
         Total income                                   8,262,134

EXPENSES:
     Investment advisory fee (Note B)                   1,631,391
     Distribution fee (Note B)                            771,050
     Transfer agent fee (Note B)                          274,247
     Accounting fee (Note B)                               58,301
     Printing and postage                                  54,412
     Custodian fee                                         42,384
     Legal                                                 26,268
     Miscellaneous                                         14,878
     Directors' fees                                       14,072
     Audit                                                 12,964
     Insurance                                              8,650
     Registration fees                                      8,190
         Total expenses                                 2,916,807
     Net investment income                              5,345,327

REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
     Net realized gain from security transactions      18,895,487

Change in unrealized appreciation of investments       27,813,274
         Net gain on investments                       46,708,761

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS  $52,054,088


- --------------------------------------------------------------------------------
See accompanying Notes to Financial Statements.

                                       8

<PAGE>

                                  [Flag Logo]
                                 FLAG INVESTORS
                             TELEPHONE INCOME FUND
- --------------------------------------------------------------------------------

Statement of Changes in Net Assets

<TABLE>
<CAPTION>
                                                            For the Six
                                                           Months Ended         For the Year
                                                           June 30, 1996            Ended
                                                            (Unaudited)       December 31, 1995
- ---------------------------------------------------------------------------------------------------------
<S> <C>
INCREASE IN NET ASSETS:
Operations:
     Net investment income                                   $ 5,345,327          $  14,026,672
     Net realized gain from security transactions             18,895,487             35,372,071
     Change in unrealized appreciation of investments         27,813,274             93,655,306
     Net increase in net assets resulting from operations     52,054,088            143,054,049

DIVIDENDS TO SHAREHOLDERS FROM:
     Net investment income:
       Class A Shares                                         (2,936,585)           (13,188,618)
       Class B Shares                                            (46,972)               (71,352)
       Class D Shares                                           (156,707)              (766,702)
     Net realized short-term gains:
       Class A Shares                                                 --               (594,281)
       Class B Shares                                                 --                 (6,947)
       Class D Shares                                                 --                (39,689)
     Net realized long-term gains:
       Class A Shares                                                 --            (31,183,490)
       Class B Shares                                                 --               (411,017)
       Class D Shares                                                 --             (2,033,414)
         Total distributions                                  (3,140,264)           (48,295,510)

CAPITAL SHARE TRANSACTIONS (NOTE C):
     Proceeds from sale of shares                             21,254,374             35,420,420
     Value of shares issued in reinvestment of dividends       2,270,221             40,313,196
     Cost of shares repurchased                              (36,264,195)          (106,718,217)
     Decrease in net assets derived from
       capital share transactions                            (12,739,600)           (30,984,601)
         Total increase in net assets                         36,174,224             63,773,938

NET ASSETS:
     Beginning of period                                     531,274,925            467,500,987
     End of period                                          $567,449,149          $ 531,274,925


- ---------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying Notes to Financial Statements.

                                       9

<PAGE>

                                  [Flag Logo]
                                 FLAG INVESTORS
                             TELEPHONE INCOME FUND
- --------------------------------------------------------------------------------

Financial Highlights--Class A Shares
(For a share outstanding throughout each period)*

<TABLE>
<CAPTION>
                                               For the Six
                                              Months Ended
                                              June 30, 1996       For the Year Ended December 31,
                                               (Unaudited)     1995        1994       1993       1992      1991
<S> <C>
PER SHARE OPERATING PERFORMANCE:
  Net asset value at beginning of period       $  14.87       $ 12.30    $ 13.70    $ 12.20    $ 11.28    $ 9.57

Income from Investment Operations:
  Net investment income                            0.15          0.40       0.41       0.42       0.42      0.45
  Net realized and unrealized gain/(loss)
    on investments                                 1.33          3.58      (1.27)      1.78       0.93      1.74
  Total from Investment Operations                 1.48          3.98      (0.86)      2.20       1.35      2.19

Less Distributions:
  Dividends from net investment income
    and short-term gains                          (0.09)        (0.41)     (0.44)     (0.42)     (0.42)    (0.46)
  Distributions from net realized
    long-term gains                                  --         (1.00)     (0.10)     (0.28)     (0.01)    (0.02)
  Total distributions                             (0.09)        (1.41)     (0.54)     (0.70)     (0.43)    (0.48)
  Net asset value at end of period             $  16.26       $ 14.87    $ 12.30    $ 13.70    $ 12.20   $ 11.28

Total Return(1)                                   10.01%        33.44%     (6.32)%    18.12%     12.35%    23.08%

Ratios to Average Daily Net Assets:
  Expenses(3)                                      1.09%(2)      0.93%      0.92%      0.92%      0.92%     0.92%
  Net investment income(4)                         2.01%(2)      2.85%      3.14%      3.12%      3.81%     4.38%

Supplemental Data:
  Net assets at end of period (000)            $523,176      $492,454   $435,805   $469,163   $307,641  $238,571
  Portfolio turnover rate                            14%           24%        23%        14%         6%        7%
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

  * Computed based upon average shares outstanding.
(1) Total return excludes the effect of sales charge.
(2) Annualized.
(3) Without the waiver of advisory fees (Note B), the ratio of expenses to
    average daily net assets  would have been 0.99%,  0.99%,  0.98%,1.07%  and
    1.17% for the years ended December 31,  1995,1994,1993,1992 and 1991,
    respectively.
(4) Without the waiver of  advisory  fees (Note B),  the ratio of net
    investment  income to average daily net assets would have been 2.79%,
    3.07%,  3.06%,  3.66% and 4.13% for the years ended December 31, 1995, 1994,
    1993, 1992 and 1991, respectively.
See accompanying Notes to Financial Statements.

                                       10

<PAGE>

                                  [Flag Logo]
                                 FLAG INVESTORS
                             TELEPHONE INCOME FUND
- --------------------------------------------------------------------------------

Financial Highlights--Class B Shares
(For a share outstanding throughout each period)*

<TABLE>
<CAPTION>
                                                                          For the Six            For the Period
                                                                          Months Ended         January 3, 1995**
                                                                         June 30, 1996              through
                                                                          (Unaudited)          December 31, 1995
<S> <C>
Per Share Operating Performance:
   Net asset value at beginning of period                                   $ 14.83                   $12.28

Income from Investment Operations:
   Net investment income                                                       0.09                     0.30
   Net realized and unrealized gain on investments                             1.32                     3.56
     Total from Investment Operations                                          1.42                     3.86

Less Distributions:
   Dividends from net investment income and short-term gains                  (0.07)                   (0.31)
   Distributions from net realized long-term gains                               --                    (1.00)
   Total distributions                                                        (0.07)                   (1.31)
   Net asset value at end of period                                         $ 16.18                   $14.83

Total Return(1)                                                                9.58%                   32.42%

Ratios to Average Daily Net Assets:
   Expenses(3)                                                                 1.85%(2)                 1.70%(2)
   Net investment income(4)                                                    1.32%(2)                 2.13%(2)

Supplemental Data:
   Net assets at end of period (000)                                        $13,712                   $7,504
   Portfolio turnover rate                                                       14%                      24%
</TABLE>

  * Computed based upon average shares outstanding.
 ** Commencement of operations.
(1) Total return excludes the effect of sales charge.
(2) Annualized.
(3) Without  the  waiver of  advisory  fees (Note B),  the ratio of  expenses
    to average daily net assets would have been 1.74% (annualized) for the
    period ended December 31, 1995.
(4) Without  the waiver of  advisory  fees (Note B), the ratio of net
    investment income to average  daily net assets would have been 2.09%
    (annualized)  for the period ended December 31, 1995.
See accompanying Notes to Financial Statements.

                                       11

<PAGE>

                                  [Flag Logo]
                                 FLAG INVESTORS
                             TELEPHONE INCOME FUND
- --------------------------------------------------------------------------------

Financial Highlights--Class D Shares
(For a share outstanding throughout each period)*


<TABLE>
<CAPTION>                                                                         For the
                                                               For the Six       Year Ended        For the Period
                                                              Months Ended      December 31,       April 6, 1993**
                                                              June 30, 1996   ----------------         through
                                                               (Unaudited)    1995        1994    December 31, 1993
<S> <C>
Per Share Operating Performance:
   Net asset value at beginning of period                       $ 14.87      $ 12.30     $ 13.67      $ 13.21

Income from Investment Operations:
   Net investment income                                           0.13         0.34        0.37         0.25
   Net realized and unrealized gain/(loss)
     on investments                                                1.33         3.58       (1.20)        0.80
   Total from Investment Operations                                1.46         3.92       (0.83)        1.05

Less Distributions:
   Dividends from net investment income
     and short-term gains                                         (0.08)       (0.35)      (0.42)       (0.31)
   Distribution in excess of net investment income                  --            --       (0.02)          --
   Distributions from net realized
     long-term gains                                                --         (1.00)      (0.10)       (0.28)
   Total distributions                                            (0.08)       (1.35)      (0.54)       (0.59)
   Net asset value at end of period                             $ 16.25      $ 14.87     $ 12.30      $ 13.67

Total Return(1)                                                    9.78%       32.91%      (6.13)%       8.01%

Ratios to Average Daily Net Assets:
   Expenses(3)                                                     1.43%(2)     1.28%       1.27%        1.27%(2)
   Net investment income(4)                                        1.65%(2)     2.50%       2.81%        2.73%(2)

Supplemental Data:
   Net assets at end of period (000)                            $30,561      $31,317     $31,696      $23,481
   Portfolio turnover rate                                           14%          24%         23%          14%
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

  * Computed based upon average shares outstanding.
 ** Commencement of operations.
(1) Total return excludes the effect of sales charge.
(2) Annualized.
(3) Without  the  waiver of  advisory  fees (Note B),  the ratio of  expenses
    to average  daily net assets  would have been 1.34%,  1.34% and 1.31% for
    the years ended  December  31,  1995,  1994  and  the  period  ended
    December  31,  1993, respectively.
(4) Without the waiver of advisory fees (Note B), the ratio of net investment
    income to average daily net assets would have been 2.44%, 2.74% and 1.98%
    for the years ended December 31, 1995, 1994 and the period ended December
    31, 1993, respectively.

See accompanying Notes to Financial Statements.

                                       12

<PAGE>

                                  [Flag Logo]
                                 FLAG INVESTORS
                             TELEPHONE INCOME FUND
- --------------------------------------------------------------------------------

Notes to Financial Statements

A.  Significant  Accounting Policies - Flag Investors Telephone Income Fund,
    Inc. ("the Fund") is organized as a Maryland  corporation and commenced
    operations on January 18, 1984 (the exchange date) when investors  received
    five shares of the Fund in a tax-free  exchange  for each share of  American
    Telephone & Telegraph Company (AT&T),  with rights to the divested Bell
    regional operating  companies attached.  The Fund is registered  under the
    Investment Company Act of 1940, as amended,  as an open-end,  management
    investment company. On April 6, 1993, the Fund began offering Class D Shares
    (formerly Class B Shares).  The Class A and Class D Shares each have
    different  sales charges and  distribution  fees. As of November 18, 1994,
    Class D Shares are no longer  available  for sale;  however, existing
    shareholders may reinvest their dividends. On January 3, 1995, the Fund
    began offering  Class B Shares. Class B Shares have no initial sales charge
    but are subject to a contingent deferred  sales charge on certain  shares
    redeemed within six years of purchase.

    The  preparation  of  financial  statements  in  conformity  with  generally
    accepted  accounting  principles  requires  management to make estimates and
    assumptions  that affect the reported  amounts of assets and liabilities and
    disclosure of contingent assets and liabilities at the date of the financial
    statements  and the reported  amounts of revenues  and  expenses  during the
    reporting  period.   Actual  results  could  differ  from  those  estimates.
    Significant accounting policies are as follows:

    Security  Valuation  -  Portfolio  securities  that are listed on a National
    Securities  Exchange  are valued on the basis of their last price or, in the
    absence of recorded sales, at the average of readily  available  closing bid
    and asked  prices.  Unlisted  securities  held by the Fund are valued at the
    average of the quoted bid and asked prices in the  over-the-counter  market.
    Short-term  obligations  with  maturities  of 60 days or less are  valued at
    amortized cost.

    Repurchase  Agreements  - The  Fund  may  agree  to  purchase  money  market
    instruments  subject to the  seller's  agreement  to  repurchase  them at an
    agreed upon date and price. The seller, under a repurchase  agreement,  will
    be required on a daily basis to maintain the value of the securities subject
    to the  agreement at not less than the  repurchase  price.  The agreement is
    conditioned  upon the collateral  being  deposited under the Federal Reserve
    book-entry system.

    Federal  Income Taxes - No provision is made for federal  income taxes as it
    is the Fund's  intention  to continue  to qualify as a regulated  investment
    company and to continue to make requisite  distributions to the shareholders
    that will be sufficient to relieve it from all or substantially  all federal
    income and excise taxes.  The Fund's policy is to distribute to shareholders
    substantially  all of its taxable  net  investment  income and net  realized
    capital gains.

    Distributions  are  determined  in accordance  with income tax  regulations,
    which may differ from generally accepted accounting principles. Accordingly,
    periodic  reclassifications  are made within the Fund's capital  accounts to
    reflect income and capital gains available for distribution under income tax
    regulations.

    Other - Security  transactions  are accounted for on the trade date, and the
    cost of investments sold is determined by use of the specific identification
    method  for both  financial  reporting  and income  tax  purposes.  Cost for
    financial  reporting purposes includes the value of the securities  received
    in the exchange.  For income tax purposes,  the tax cost is the basis of the
    AT&T shares in the hands of the exchanging AT&T  shareholders at the date of
    exchange.  Interest income is recorded on an accrual basis;  dividend income
    is recorded on the ex-dividend date.

B.  Investment  Advisory  Fees,  Transactions  with  Affiliates and Other Fees -
    Investment Company Capital Corp.  ("ICC"), a subsidiary of Alex. Brown
    Financial Corp., is the Fund's  investment  advisor and Alex. Brown
    Investment  Management ("ABIM") is the Fund's  sub-advisor.  As compensa-

                                       13

<PAGE>

                                  [Flag Logo]
                                 FLAG INVESTORS
                             TELEPHONE INCOME FUND
- --------------------------------------------------------------------------------

Notes to Financial Statements (continued)

    tion for its advisory services, ICC receives from the Fund an annual fee,
    calculated daily and paid monthly, at the following annual rates based upon
    the Fund's average daily net assets: 0.85% of the first $100  million, 0.75%
    of the next $100  million,  0.70% of the next $100 million,  0.65% of the
    next $200  million,  0.58% of the next $500 million, 0.53% of the next $500
    million  and  0.50% of that  portion  in excess of $1.5 billion.

    As compensation for its sub-advisory services, ABIM receives a fee from ICC,
    payable from its advisory fee,  calculated  daily and paid  monthly,  at the
    following annual rates based upon the Fund's average daily net assets: 0.60%
    of the first $100 million, 0.55% of the next $100 million, 0.50% of the next
    $100  million,  0.45%  of the next  $200  million,  0.40%  of the next  $500
    million,  0.37% of the next $500 million and 0.35% of that portion in excess
    of $1.5 billion.

    As compensation for its accounting  services,  ICC receives from the Fund an
    annual fee, calculated daily and paid monthly, based upon the Fund's average
    daily net assets.  ICC received $58,301 for accounting  services for the six
    months ended June 30, 1996.

    As compensation for its transfer agent services,  ICC receives from the Fund
    a per account fee,  calculated and paid monthly.  ICC received  $274,247 for
    transfer agent services for the six months ended June 30, 1996.

    As compensation  for providing  distribution  services,  Alex.  Brown & Sons
    Incorporated  ("Alex.   Brown")  receives  from  the  Fund  an  annual  fee,
    calculated  daily and paid monthly,  at an annual rate equal to 0.25% of the
    Fund's  average daily net assets of Class A Shares,  1.00%  (includes  0.25%
    shareholder servicing fee) of the average daily net assets of Class B Shares
    and 0.60% of the  average  daily net  assets of Class D Shares.  For the six
    months ended June 30, 1996,  distribution fees aggregated  $771,050 of which
    $625,649,  $53,289 and $92,112 were attributable to Class A Shares,  Class B
    Shares and Class D Shares, respectively. Alex. Brown received no commissions
    on  security  transactions  from the Fund for the six months  ended June 30,
    1996.

    The Fund complex of which the Fund is a part has adopted a  retirement  plan
    for eligible Directors.  The actuarially  computed pension expense allocated
    to the Fund for the six months ended June 30, 1996 was approximately $7,429.

C.  Capital  Share  Transactions  - The  Fund is  authorized  to  issue up to 70
    million shares of capital stock (60 million Class A Shares,  5 million Class
    B Shares,  3 million Class D Shares and 2 million  undesignated),  par value
    $.001 per share,  all of which are designated as common stock.  Transactions
    in shares of the Fund were as follows:

                                 Class A Shares

                                 For the Six
                                Months Ended             For the
                                June 30, 1996           Year Ended
                                 (Unaudited)           Dec. 31, 1995

 Shares sold                        1,028,391             2,145,785
 Shares issued to share-
   holders on reinvest-
   ment of dividends                  139,203             2,674,624
 Shares redeemed                   (2,102,713)           (7,132,553)
 Net decrease in shares
   outstanding                       (935,119)           (2,312,144)
 Proceeds from sale
   of shares                     $ 15,784,177          $ 28,720,184
 Value of reinvested
   dividends                        2,082,418            37,305,866
 Cost of shares redeemed          (32,316,204)          (97,427,131)
 Net decrease from
   capital share
   transactions                  $(14,449,609)         $(31,401,081)

                                       14

<PAGE>

                                  [Flag Logo]
                                 FLAG INVESTORS
                             TELEPHONE INCOME FUND
- --------------------------------------------------------------------------------

Notes to Financial Statements (concluded)

                                 Class B Shares

                                  For the
                                Six Months           For the Period
                                   Ended              Jan. 3, 1995*
                               June 30, 1996             through
                                (Unaudited)           Dec. 31, 1995

 Shares sold                       359,790               489,011
 Shares issued to
   shareholders on
   reinvestment of
   dividends                         2,772                32,826
 Shares redeemed                   (21,014)              (15,929)
 Net increase in shares
   outstanding                     341,548               505,908
 Proceeds from sale
   of shares                    $5,470,120            $6,700,236
 Value of reinvested
   dividends                        41,336               458,760
 Cost of shares redeemed          (325,912)             (229,177)
 Net increase from
   capital share
   transactions                 $5,185,544            $6,929,819

- --------------------------------------------------------------------------------
 *Commencement of operations.


                                 Class D Shares

                                For the Six
                               Months Ended          For the Year
                               June 30, 1996             Ended
                                (Unaudited)          Dec. 31, 1995
 Shares sold                             --                    --
 Shares issued to share-
   holders on reinvest-
   ment of dividends                 9,779              183,832
 Shares redeemed                  (234,069)            (655,092)
 Net decrease in shares
   outstanding                    (224,290)            (471,260)
 Proceeds from sale
   of shares                   $        --          $        --
 Value of reinvested
   dividends                       146,544            2,548,570
 Cost of shares redeemed        (3,622,079)          (9,061,909)
 Net decrease from
   capital share
   transactions                $(3,475,535)         $(6,513,339)


D.  Investment Transactions - Purchases and sales of investment securities,
    other than short-term and U.S. government obligations, aggregated
    $38,046,052 and $51,826,632, respectively, for the six months ended June 30,
    1996. There were no purchases or sales of U.S. Government obligations for
    the period.

    At June 30, 1996,  net unrealized  appreciation  for all securities in which
    there  is  an  excess  of  value  over  tax  cost  was  $210,247,660,  of
    which $215,241,620  related  to  appreciated  securities  and  $4,993,960
    related  to depreciated securities.

E.  Net Assets - At June 30, 1996, net assets consisted of:

    Paid-in capital:
    Flag Investors Class A Shares        $299,892,081
    Flag Investors Class B Shares          12,115,364
    Flag Investors Class D Shares          25,451,335
    Undistributed net
      investment income                     2,205,063
    Accumulated net realized gain
      from securities transactions         20,335,695
    Unrealized appreciation of
      investments                         207,449,611

                                         $567,449,149

                                       15



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