ARMSTRONG ASSOCIATES INC
N-30D, 1998-09-03
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ARMSTRONG ASSOCIATES INC.
SHAREHOLDERS REPORT
JUNE 30, 1998

TO OUR SHAREHOLDERS:

Armstrong  Associates,  Inc. ended its most recent fiscal year on June 30, 1998,
with total assets of $15,212,805 and a per share price of $12.14.  Not reflected
in the fiscal  year-end  price were  distributions  totaling  $0.88 per share of
capital gains and income which were made in December 1997.

Equity  results  for the twelve  months  ending  June 30 were  largely  positive
although there was a wide divergence in results between  individual stocks based
on capitalization  size with larger capitalized  stocks generally  outperforming
smaller  capitalized  stocks.  For the year under review,  Armstrong  recorded a
total investment return of +13.31%.  In comparison,  the Value Line Index, which
represents  approximately  1,700  stocks  (unweighted-price  only),  and is,  we
believe, a good representation of stock performance in general,  posted a twelve
month gain of +12.98%.

Serious financial problems in the economies of many of our international trading
partners  have the  potential  to have both a  depressing  effect on the overall
United States economy and an unstabilizing influence of our stock market. At the
same  time,   the  relative   strength  of  the  U.S.   economy   increases  the
attractiveness of the United States as an investment haven. The expectation of a
continued  low level of inflation and the growing  possibility  of some monetary
ease  from the  Federal  Reserve  in the  second  half of  calendar  1998 adds a
positive  bias to the long term  investment  outlook.  While we  believe  market
volatility  will  remain  high  over  the near  term as the  impact  of  foreign
financial problems sort out, we also expect to see market leadership broaden and
feel equities continue to offer positive opportunities for long term investment.

Please call or write if you have any  questions  concerning  your  investment in
Armstrong.

Sincerely,


C.K. Lawson

August 10, 1998

<PAGE>

NOTES TO FINANCIAL STATEMENTS -- JUNE 30, 1998

NOTE A--NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES
     A summary of the significant  accounting policies  consistently  applied in
the preparation of the accompanying financial statements follows:

NATURE  OF OPERATIONS
     Armstrong Associates, Inc. (the Company) is registered under the Investment
Company  Act  of  1940,  as  amended,  as  a  diversified,  open-end  investment
management company.

VALUATION OF SECURITIES 
     The  Company's  investments  in common  stocks are carried at market value.
Short-term debt securities are carried at cost which approximates market.

INVESTMENT TRANSACTIONS AND INVESTMENT INCOME
     Investment  transactions  are recorded on a trade date basis,  and realized
gains and losses are  calculated  using the  identified  cost  method.  Dividend
income and  distributions to shareholders are recorded on the ex-dividend  date.
Interest income is recorded on the accrual basis.

USE OF ESTIMATES 
     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.

NOTE B--FEDERAL INCOME TAXES
     As of June 30,  1998,  the  Company  qualified  and  intends to continue to
qualify each fiscal year as a "regulated  investment company" under Subchapter M
of the Internal Revenue Code, as amended. By qualifying, the Company will not be
subject to Federal  income  taxes to the extent that it  distributes  all of its
taxable income for its fiscal year.

NOTE C--PURCHASES AND SALES OF SECURITIES
     For the year  ended  June 30,  1998,  purchases  and  sales of  securities,
excluding  short-term  debt  securities,  aggregated  $3,416,125 and $1,440,415,
respectively.
     The Company paid total brokerage commissions aggregating $15,694 in 1998 on
purchases  and sales of  investment  securities.  All  commissions  were paid to
unaffiliated broker-dealers.

NOTE D--INVESTMENT ADVISORY, TRANSFER AGENT AND ADMINISTRATIVE FEES
     The  Company has agreed to pay its  investment  adviser,  Portfolios,  Inc.
(Portfolios),  a fee of .80% per annum of the  average  net  asset  value of the
Company.  For  the  year  ended  June  30,  1998,  investment  advisory  fees to
Portfolios  amounted to $116,367.  In order to effectively limit the expenses of
the Company,  the adviser has agreed to  reimburse  the Company for all expenses
(including  the  advisory fee but  excluding  brokerage  commissions,  taxes and
interest and  extraordinary  charges such as litigation  costs)  incurred by the
Company  in any  fiscal  year in excess of 2% of the  first $10  million  of its
average  daily net assets for the fiscal  year,  1.5% of the next $20 million of
average  daily  net  assets  and 1% of the  remainder.  No  reimbursements  were
required in 1998.
     Portfolios is the transfer agent for the Company. Applicable fees of $9,502
were  incurred  by the Company for the year ended June 30,  1998.  In  addition,
under the terms of an administrative  services  agreement between Portfolios and
the  Company,  Portfolios  provides  accounting  services  to the Company for an
annual fee of $16,000 payable in equal monthly installments.

     At June 30, 1998, the Company owed Portfolios $12,367 in accrued fees.

NOTE E--CAPITAL STOCK
     At June 30, 1998, there were 6,000,000 shares of $1 par value capital stock
authorized,  and capital paid in was  $7,442,861.  Transactions in capital stock
for the years ended June 30, 1998 and 1997 were as follows:

                                                            1998          1997
Shares sold                                                63,588        20,371
Shares issued as reinvestment of dividends                 93,981        62,923
                                                          157,569        83,294
  Shares redeemed                                        (133,173)     (107,722)
    Net increase (decrease) in shares outstanding          24,396       (24,428)

<PAGE>

NOTE F--DIVIDENDS

     Dividends  from net  investment  income paid during the year ended June 30,
1998 and 1997 amounted to $.05 and $.07 per share,  respectively.  Distributions
from net  realized  gains paid during the years ended June 30,  1998,  and 1997,
amounted to $.83 and $.47 per share, respectively.

<PAGE>

<TABLE>
<CAPTION>
PORTFOLIO OF INVESTMENTS IN SECURITIES -- JUNE 30, 1998
                                                            Shares or
                                                            principal                       Market
                                                              amount         Cost          value (a)
COMMON STOCK (97.14%)
   Industry and issue
      AEROSPACE (1.2%)
<S>                                                         <C>           <C>             <C>       
        The Boeing Company                                     4,000      $  236,300      $  178,500

      BROADCASTING AND MEDIA (8.8%)
        A.H. Belo Corporation                                  6,000         171,285         292,500
        New York Times Company                                 2,500         197,188         198,125
        Time Warner, Inc.                                     10,000         208,192         855,000
                                                                             576,665       1,345,625
      CHEMICALS AND RELATED (7.1%)
        Avery Dennison Corp.                                  15,000         211,200         806,250
        Praxair, Inc.                                          6,000         212,890         281,250
                                                                             424,090       1,087,500
      COMPUTER, SOFTWARE, AND RELATED (10.0%)
        Cadence Design Systems, Inc.*                         10,000         180,800         312,500
        International Business Machines Corp.                  2,500         249,675         287,188
        Lernout & Hauspie Speech Products*                     8,000         189,060         478,000
        MRV Communications, Inc.*                              6,000         217,312         124,500
        Oracle Systems Corporation*                           13,000         122,330         319,312
                                                                             959,177       1,521,500
      CONSUMER PRODUCTS (14.2%)
        Black & Decker Corporation                            10,000         216,760         610,000
        The Gillette Company                                   3,616         166,636         411,320
        Kimberly Clark Corporation                             6,000         230,820         275,250
        Sherwin Williams Company                               6,000         198,150         198,750
        Staples, Inc.*                                         6,000         175,875         173,625
        Wal-Mart Stores, Inc.                                  8,000         196,800         485,000
                                                                           1,185,041       2,153,945
      DIVERSIFIED OPERATIONS (4.7%)
        Corning, Inc.                                         12,000         196,566         417,000
        ITT Industries, Inc.                                   8,000          74,752         299,000
                                                                             271,318         716,000
      EDUCATIONAL SERVICES (1.9%)
        DeVRY Inc.*                                            6,000         132,660         131,625
        Sylvan Learning Systems, Inc.*                         5,000         163,750         163,750
                                                                             296,410         295,375
      ELECTRONICS, SEMICONDUCTORS AND RELATED (1.4%)
        AMP, Inc.                                              6,000         240,948         206,250

      FINANCIAL AND RELATED (8.0%)
        Hartford Financial Services Corporation                8,000         160,875         915,000
        NationsBank Corporation                                4,000         240,350         307,000
                                                                             401,225       1,222,000
      FOOD, BEVERAGES AND RELATED (14.0%)
        Bestfoods                                             10,000         199,538         581,250
        Crown Cork & Seal Company, Inc.                        5,000         239,438         237,500
        Dole Food Company                                      6,000         209,775         298,500
        Pepsico, Inc.                                         20,000         116,802         825,000
        Tricon Global Restaurants, Inc.*                       6,000         137,198         190,500
                                                                             902,751       2,132,750
      MEDICAL AND RELATED (17.8%)
        Abbott Laboratories                                   15,000         182,381       1,230,000
        Agouron Pharmaceuticals, Inc.*                         5,000         170,000         151,875
        Biogen, Inc.*                                          4,000         158,625         196,000
        Boston Scientific Corporation*                         5,000         234,785         358,125
        Medtronics, Inc.                                      10,000         190,438         637,500
        Schein Pharmaceutical, Inc.*                           5,000         133,775         133,125
                                                                           1,070,004       2,706,625
      NATURAL GAS AND RELATED (1.3%)
        Tenneco, Inc.                                          5,000         192,511         190,625

<PAGE>

      OFFICE SUPPLIES (2.0%)
        Xerox Corporation                                      3,000         253,065         304,875

      TRANSPORTATION (1.7%)
        Ryder System, Inc.                                     8,000         196,960         252,500

      WATER TREATMENT AND POLLUTION CONTROL (3.0%)
        Ionics, Inc.*                                          8,000         186,800         295,000
        U. S. Filter Corporation*                              6,000         207,210         167,883
                                                                             394,010         462,883

         Total common stocks                                             $ 7,600,475    $ 14,776,953

SHORT-TERM DEBT (6.64%)
   U.S. Treasury bills, due July 1998               $    695,000       $    688,540      $    688,540
   U.S. Treasury bills, due August 1998             $    325,000            321,999           321,999
     Total short term debt                                                1,010,539         1,010,539
       Total investment securities -103.78%                            $  8,611,014      $ 15,787,492
       Other assets less liabilities - (3.78)%                                               (574,687)
       Net assets -100.00%                                                               $ 15,212,805
</TABLE>

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS -- YEAR ENDED JUNE 30, 1998

INVESTMENT INCOME
<S>                                                           <C>          <C>       
     Dividends                                                             $  140,626
     Interest                                                                  86,653
           Total income                                                       227,279
   Operating expenses                                         
     Investment advisory fees                                 $  116,367
     Administrative fees                                          16,000
     Custodian fees                                                7,768
     Transfer agent fees                                           9,502
     Legal fees                                                   11,683
     Accounting fees                                              14,200
     Registration fees, licenses and other                         3,012
     Reports and notices to shareholders                           7,950
     Directors' fees and expenses                                  6,787
     Insurance expense                                             1,547      194,816

           Net investment income                                               32,463
REALIZED AND UNREALIZED GAINS ON INVESTMENTS
   Realized gains
     Proceeds from sales                                                    2,536,839
     Cost of securities sold                                                1,440,415
           Net realized gains                                               1,096,424
   Unrealized appreciation                                                
     Beginning of year                                                      6,450,182
     End of year                                                            7,176,478
           Increase in unrealized appreciation                                726,296
           Net realized and unrealized gains on investments                 1,822,720
           Net increase in net assets from operations                      $1,855,183
</TABLE>
                                                             
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

<PAGE>

STATEMENT OF ASSETS AND LIABILITIES -- JUNE 30, 1998

ASSETS:
Investments in securities, at market value
   (identified cost $8,611,014)                                      $15,787,492
Cash                                                                      64,286
Receivable from sales of securities                                      489,558
Dividends receivable                                                      10,850
Interest receivable                                                        5,209
Prepaid expenses and other assets                                          2,473
                                                                      16,359,868

LIABILITIES:
Payable for purchase of securities                                     1,129,027
Accrued expenses and other liabilities                                    18,036
                                                                       1,147,063

Net assets                                                           $15,212,805

Net assets consist of
   Paid in capital                                                   $ 7,442,861
   Undistributed net investment income                                    49,023
   Accumulated undistributed net
      realized gains on investments                                      544,443
   Net unrealized appreciation on investments                          7,176,478

Net assets applicable to 1,253,019 shares outstanding                $15,212,805

Net asset value per share                                            $     12.14

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

<PAGE>

<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS -- YEARS ENDED JUNE 30, 1998
                                                                       1998            1997
Operations:
<S>                                                                <C>             <C>         
   Net investment income                                           $     32,463    $     68,884
   Net realized gains on investments                                  1,096,424         441,872
   Increase in unrealized appreciation of investments                   726,296       1,593,707

         Net increase in net assets resulting from operations         1,855,183       2,104,463

Distributions to shareholders:
   Dividends paid from net investment income                            (59,092)        (85,666)
   Distributions from net realized gains                               (980,946)       (575,189)

         Net decrease in net assets resulting from distributions     (1,040,038)       (660,855)

Capital share transactions:
   Net proceeds from sale of capital stock                              708,014         210,399
   Net asset value of shares issued as reinvestment
      of dividends                                                      988,680         619,796
                                                                      1,696,694         830,195

   Less cost of shares repurchased                                   (1,566,042)     (1,106,595)

         Net increase (decrease) in net assets resulting from
            capital share transactions                                  130,652        (276,400)

         Total increase in net assets                                   945,797       1,167,208

NET ASSETS:
   Beginning of year                                                 14,267,008      13,099,800

   End of year (note)                                              $ 15,212,805    $ 14,267,008
</TABLE>

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

<PAGE>

OFFICERS AND DIRECTORS

C.K. LAWSON
President, Treasurer
and Director

CANDACE L. KING
Vice President and
Secretary

EUGENE P. FRENKEL, M.D.
Director
Professor of Internal
Medicine and Radiology
Southwestern Medical
School

DOUGLAS W. MACLAY
Director
President, Maclay
Development Company

R.H. STEWART MITCHELL
Director
Private Investor

CRUGER S. RAGLAND
Director
President
Ragland Insurance
Agency, Inc.

ANN D. REED
Director
Private Investor

CUSTODIAN
The Union Bank of California, N.A.
San Francisco, California

TRANSFER AGENT
Portfolios, Inc.
Dallas, Texas

AUDITORS
Grant Thornton LLP
Dallas, Texas

INVESTMENT ADVISER
Portfolios, Inc.
Dallas, Texas


This report is prepared for the  information  of the  shareholders  of Armstrong
Associates,  Inc. It is not authorized for distribution to prospective investors
in the Fund unless preceded or accompanied by an effective prospectus.

ARMSTRONG ASSOCIATES INC.
750 N. St. Paul, Suite 1300, L.B. 13
Dallas, Texas 75201-3250
(214) 720-9101    Fax: (214) 871-8948

<PAGE>

<TABLE>
<CAPTION>
CONDENSED FINANCIAL INFORMATION
Selected Per Share Data and Ratios
                           Per share income and capital changes for a share outstanding throughout the year ended June 30 (a)

                                               1998        1997        1996        1995        1994        1993        1992
Net asset value
<S>                                         <C>         <C>         <C>         <C>         <C>         <C>         <C>      
 Beginning of period                        $   11.61   $   10.45   $    9.70   $    8.19   $    8.26   $    7.08   $    6.87
Income (loss) from
 investment operations
 Net investment income                             03         .06         .05         .02          --         .02          06
 Net realized and unrealized
 gains (losses) on investments                   1.38        1.64        1.10        2.12         .10        1.19          33

Total from investment operations                 1.41        1.70        1.15        2.14         .10        1.21          39
Less distributions
 Dividends from net
  investment income                                05         .07         .02         .04          --         .02         .15
 Distributions from net
 realized gains                                    83         .47         .38         .59         .17         .01         .03

Net asset value, end of period              $   12.14   $   11.61   $   10.45   $    9.70   $    8.19   $    8.26   $    7.08

Total return                                    13.31%      17.19       12.09       27.32        1.13       17.12        5.79
Ratios/supplemental data
Net assets, end of period (000's)           $  15,213      14,300      13,100      11,961       9,255       9,680       9,366
 Ratio of expenses to average
 net assets                                       1.3         1.4         1.4         1.8         1.8         1.8         1.9
 Ratio of net investment income
to average net assets                               2          .5          .5          .2          --          .2          .8
 Average brokerage commission rate(c)           .1880       .1503       .1442

 Portfolio turnover rate                            7%          7          19          12          15          17          35

<CAPTION>
CONDENSED FINANCIAL INFORMATION (Continued)
Selected Per Share Data and Ratios
                           Per share income and capital changes for a share outstanding throughout the year ended June 30 (a)

                                               1991        1990        1989        1988        1987        1986        1985
Net asset value
<S>                                         <C>         <C>         <C>         <C>         <C>         <C>         <C>      
 Beginning of period                        $    7.38   $    7.74   $    7.17   $    9.66   $    8.72   $    7.65   $    7.29
Income (loss) from
 investment operations
 Net investment income                            .16         .23         .24         .09         .10         .14         .24
 Net realized and unrealized
 gains (losses) on investments                    (27)        .19         .67        (.53)       1.51        1.17        1.02

Total from investment operations                 (.11)        .42         .91        (.44)       1.61        1.31        1.26
Less distributions
 Dividends from net
  investment income                               .23         .24         .11         .14         .16         .24         .14
 Distributions from net
 realized gains                                   .17         .54         .23        1.91         .51          --         .76

Net asset value, end of period              $    6.87   $    7.38   $    7.74   $    7.17   $    9.66   $    8.72   $    7.65

Total return                                     (.92)       5.93       13.23       (6.27)      20.00       17.80       19.10
Ratios/supplemental data
Net assets, end of period (000's)               9,228       9,770       9,887      10,435      12,294      11,714      10,957
 Ratio of expenses to average
 net assets                                       1.9         1.8         1.9         2.0         1.7         1.6         1.7
 Ratio of net investment income
to average net assets                             2.3         2.9         3.0         1.3         1.0         1.6         3.1
 Average brokerage commission rate(c)

 Portfolio turnover rate                           24          44          46          20          51          54          53

<CAPTION>
CONDENSED FINANCIAL INFORMATION (Continued)
Selected Per Share Data and Ratios
                           Per share income and capital changes for a share outstanding throughout the year ended June 30 (a)

                                               1984        1983        1982        1981        1980        1979        1978
Net asset value
<S>                                         <C>         <C>         <C>         <C>         <C>         <C>         <C>      
 Beginning of period                        $   10.22   $    7.10   $    9.37   $    7.74   $    7.06   $    6.50   $    5.68
Income (loss) from
 investment operations
 Net investment income                            .16         .21         .41         .24         .23         .16         .08
 Net realized and unrealized
 gains (losses) on investments                  (2.51)       3.72       (1.28)       2.62        1.40         .84         .78

Total from investment operations                (2.35)       3.93        (.87)       2.86        1.63        1.00         .86
Less distributions
 Dividends from net
  investment income                               .20         .43         .19         .23         .13         .11         .04
 Distributions from net
 realized gains                                   .38         .38        1.21        1.00         .82         .33          -- 

Net asset value, end of period              $    7.29   $   10.22   $    7.10   $    9.37   $    7.74   $    7.06   $    6.50

Total return                                   (24.01)      61.27       (9.87)      38.04       24.08       15.17       15.31
Ratios/supplemental data
Net assets, end of period (000's)               9,788      12,869       7,669       8,277       5,777       4,538       3,886
 Ratio of expenses to average
 net assets                                       1.6         1.6         1.7         1.5         1.6         1.5         1.5
 Ratio of net investment income
to average net assets                             1.9         2.4         5.6         2.7         3.2         2.3         1.6
 Average brokerage commission rate(c)

 Portfolio turnover rate                           96          59          34          60         131          97         151

<CAPTION>
CONDENSED FINANCIAL INFORMATION (Continued)
Selected Per Share Data and Ratios
                           Per share income and capital changes for a share outstanding throughout the year ended June 30 (a)

                                               1977        1976        1975
Net asset value
 Beginning of period                        $    5.30   $    3.81   $    2.74
Income (loss) from
 investment operations
 Net investment income                            .04         .03         .07
 Net realized and unrealized
 gains (losses) on investments                    .38        1.53        1.04

Total from investment operations                  .42        1.56        1.11
Less distributions
 Dividends from net
  investment income                               .04         .07         .04
 Distributions from net
 realized gains                                    --          --          --

Net asset value, end of period              $    5.68   $    5.30   $    3.81

Total return                                     8.05       42.06       41.46%
Ratios/supplemental data
Net assets, end of period (000's)               3,649       3,785   $   2,892
 Ratio of expenses to average
 net assets                                       1.5         1.5         1.5
 Ratio of net investment income
to average net assets                             1.9          .8         2.7
 Average brokerage commission rate(c)

 Portfolio turnover rate                          113         113         210%
</TABLE>




(a)For a share outstanding  throughout the year. Per share data has been rounded
to nearest cent and adjusted to give effect to a 2-for-1 stock split,  effective
October 16, 1978,  by means of a stock  distribution.  (b)The Fund had no senior
securities or outstanding debt during the twenty-four-year period ended June 30,
1998.  (c)Total  commissions  paid  divided  by number  of shares of  applicable
investment securities transactions. Disclosure requirement beginning with fiscal
year ended June 30, 1996.  Information  for fiscal years prior to June 30, 1996,
is not applicable.



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