RIGHTIME FUND INC, N-30D, 1996-12-31

RIGHTIME FUND INC
N-30D, 1996-12-31

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[LOGO]
Family of Funds

The Rightime Fund

The Rightime Government Securities Fund

The Rightime Blue Chip Fund

The Rightime Social Awareness Fund

The Rightime MidCap Fund

Annual Report
October 31, 1996

[LOGO]
Family of Funds

Table of Contents

Portfolios

The Rightime Fund 3
The Rightime Government Securities Fund 5
The Rightime Blue Chip Fund 6
The Rightime Social Awareness Fund 16
The Rightime MidCap Fund 17

Financial Statements

Statement of Assets & Liabilities 18
Statement of Operations 20
Statement of Changes in Net Assets 22
Financial Highlights 24

Notes to Financial Statements

Notes & Schedules 26

Report of Independent

Certified Public Accountants 31

Performance Comparisons

The Rightime Fund 32
The Rightime Government Securities Fund 34
The Rightime Blue Chip Fund 36
The Rightime Social Awareness Fund 38
The Rightime MidCap Fund 40

[LOGO]
Family of Funds

1996
Annual Report
The Rightime Fund, Inc.

Dear Shareholder:

It is a question we hear more frequently these days: Is risk management
still necessary? With the retirement of the baby-boomers under funded
and that generation entering what have typically been the prime saving
years, increased savings could nullify market swings. That is the
theory. It would be wonderful if this turned out to be true. It also
would be unprecedented.

Since the beginning of capitalism, and possibly before, asset values
have oscillated from periods of undervaluation to periods of
overvaluation. Each peak accrues its own rationalizations as to why it
will be different this time. It is the same with each decline. We could
argue the individual points of the baby-boomer theory. Points such as:
the boomers have never done things the same as the preceding generations
- -- why would they start now? They bought their first homes and had
children later. Both spouses worked even after the children were born.
Why will they start saving at age 50 mirroring the generations that came
before them? And even if they do, will those increased savings propel
the market ever higher?

There are other considerations also. And yet, the "age-wave theorists"
could answer each of our arguments. However, the individual points are
not important here. We certainly believe that demographics play a role
in asset values. But they cannot remove the fluctuations in asset
values. What is important is that the more we believe that the market
declines can no longer occur, the more vulnerable we are and the more
likely the drop will be severe. There is a very simple reason for this.
As we lose our fear, the more risk we take. Prices get irrationally bid
up until eventually, someone becomes rational. The selling starts. Our
rationalizations dissolve and the market falls. We believe that until
human nature changes there is a very real need for risk management. The
need is even greater when the perception is that risk no longer exists.

We are in the sixth year of one of the longest bull markets in history.
A slow, steady ascent began in late 1990 only to accelerate in 1995 and
1996. More than $130 billion poured into equity-based mutual funds in
1995, setting an annual record and helping to fuel one of the most
robust rallies of the last 30 years. The record cash flows of 1995 were
quickly eclipsed in 1996 as more than $200 billion flowed into equity
funds through October.

Early in 1996 stocks extended 1995's rally but faltered seriously in
July. In less than two months extreme bullishness deteriorated to
bearishness and fear returned. Some even began to utter the "bear" word
and many readily admitted that this was the long awaited correction.
Just as fears rose the market turned up, and by late summer stocks were
reclaiming earlier losses.

Subtle warnings of growing risk appeared in April. Long term interest
rates had risen from just below 6% to 7%. Corporate earnings growth
slowed markedly. Yet these alerts were barely audible above the frenzy
possessing the equity markets. The Rightime Market Model
(RTMM(registered trademark)) heard those faint alerts and established a
conservative position in all the equity funds of the Rightime Family.
The funds avoided the volatility of the early summer.

Yet by late August equities again rallied. The market seemed to be
betting that inflation fears would dissipate, earnings growth would
stabilize and the economy would continue to grow at a noninflationary
rate. The market turned out to be correct. Our models, however, did not
detect real evidence of this shift until early November when RTE once
again established a fully invested position in stocks.

Earlier this year economists and investors were predicting that months
of steady growth and low unemployment would push inflation higher. This
has not happened. The economy is losing steam and the sluggishness seen
in the third quarter has not been eliminated. The interest rate
environment is favorable as both long and short rates are declining.
Retail sales have been weak; consumer-price and producer-price growth
has been tame. Personal bankruptcies are at record levels, and
agricultural commodity prices have stabilized. Consumer debt levels are
at all-time highs possibly constraining future purchases. We really do
seem to be in a slow-growth without inflation environment.

September and early October were uncomfortable for us and, we are sure,
for our investors as well. However, as uncomfortable as this time had
been, it is not unusual. The model has never been perfect. In fact, in
one sense, our entire history has been a series of imperfect
allocations. Yet each allocation in succession has resulted in a
disciplined investment program that has provided good risk-adjusted
returns. Every market decline of any significance has been characterized
by overvaluation at the outset. Yet not every overvalued market has
resulted in a significant decline. We believe you must invest as if
every period of overvaluation could result in a decline. It is the only
way to protect principal. That is why we established a conservative
position in April and maintained it until November.

The Rightime Market Models (RTMM(registered trademark)) have
successfully directed our investments. Today, equities are showing
strength and the RTMM(registered trademark) has signaled a commitment to
equities. The RTMM(registered trademark) continue to guide our
investment decisions and provide the discipline to manage in today's
environment. We thank you for your continued support.

David J. Rights, President

October 31, 1996

The Rightime Fund
Portfolio of Investments
Value
Shares (Note 1)
- ------------ ------------
EQUITY FUNDS: (9.91%)
18 Alliance Quasar Fund Class A $ 488
16,402 Janus Twenty Fund 523,223
16,969 Janus Venture Fund 969,948
27,349 Lindner Growth Fund 741,160
33,590 Mutual Beacon Fund 1,331,525
81,108 Neuberger Guardian Fund 2,042,301
44,386 Nicholas II Fund 1,440,325
131,020 Pennsylvania Mutual Fund 1,075,672
157,476 Putnam OTC Emerging
Growth Fund 2,574,740
108,893 Putnam Vista Basic Fund 1,188,023
188,179 Putnam Voyager Fund 3,215,972
47,407 SteinRoe Capital Opportunity Fund 1,390,937
------------
Total Equity Funds
(cost $12,743,237) 16,494,314
------------

MONEY MARKET FUNDS: (40.74%)
11,248,035 AIM Money Market Fund 11,248,035
1,381,845 Delaware Group Cash Reserve 1,381,845
12,747,916 Fidelity U.S. Government Reserves 12,747,916
11,558,521 IDS Cash Management
Prime Fund 11,558,521
3,071,039 Janus Money Market Fund 3,071,039
7,991,212 MFS Money Market Fund 7,991,212
6,704,536 New England Money Market Fund 6,704,536
1,536,331 Nicholas Money Market Fund 1,536,331
2,901,496 Oppenheimer Money Market Fund 2,901,496
5,112,400 Putnam Daily Dividend Trust Fund 5,112,400
3,578,032 Seligman Cash Management Fund -
Prime Portfolio 3,578,032
1,903 Value Line Cash Fund 1,903
------------
Total Money Market Funds
(cost $67,833,266) 67,833,266
------------

Principal Value
Amount (Note 1)
- ------------ ------------

SHORT-TERM INVESTMENTS (49.34%)
Repurchase Agreement (4.99%)(b)
$ 8,300,000 Smith-Barney Inc.
5.60%; 11/1/96 (cost $8,300,000;
maturity value $8,301,291) $ 8,300,000
------------
United States Treasury Bills (44.35%)(c)
65,000,000 4.83%; 11/7/96 64,948,433
9,000,000 5.01%; 1/23/97 8,896,354
------------
Total United States Treasury Bills
(cost $73,844,787) 73,844,787
------------
Total Short-term Investments
(cost $82,144,787) 82,144,787
------------
Total Investments
(cost $162,721,290)(99.99%)(a) 166,472,367
Other Assets Less Liabilities (.01%) 17,913
------------
Net Assets (100.00%) $166,490,280
============
(a) Aggregate cost for federal income tax purposes is $162,721,290.
At October 31, 1996 unrealized appreciation (depreciation)
of securities for federal income tax purposes is as follows:

Gross unrealized appreciation $3,751,077
Gross unrealized depreciation 0
----------
Net unrealized appreciation $3,751,077
==========

(b) The Repurchase Agreement is collateralized by obligations
of the United States government and its agencies with a
market value of $8,475,708, which exceeds the value of
the repurchase agreement. It is the Fund's policy to always
receive, as collateral, securities whose value, including
accrued interest, will be at least equal to 102% of the
dollar amount to be paid to the Fund under each agreement
at its maturity. The value of the securities are monitored
daily. If the value falls below 101% of the amount to be
paid at maturity, additional collateral is obtained. The
Fund makes payment for such securities only upon physical
delivery or evidence of book entry transferred to the
account of its custodian.

(c) At October 31, 1996, the market value of $988,484 of the U.S.
Treasury Bills were pledged to cover margin requirements for
futures contracts.

Futures contracts at October 31, 1996:
(Contracts-$500 times premium/delivery
month/commitment)

Unrealized
Depreciation
-------------
S&P 500 Stock Index
55/Dec/Sell $(1,111,000)
===========

See accompanying notes to financial statements

October 31, 1996

The Rightime
Government Securities Fund
Portfolio of Investments

Principal Value
Amount (Note 1)
- ------------ ------------

U.S. GOVERNMENT OBLIGATIONS (47.73%)
$5,000,000 U.S. Treasury Bond 6.875%;
8/15/25 $ 5,113,550
-----------
Total U.S. Government Obligations
(cost $4,853,125) 5,113,550
-----------

SHORT-TERM INVESTMENTS (51.27%)
Repurchase Agreements (4.67%)(b)
500,000 Smith Barney Inc.
5.60%; 11/1/96 (cost $500,000;
maturity value $500,078) $ 500,000
-----------
United States Treasury Bills (46.60%)(c)
4,500,000 4.83%; 11/7/96 4,496,430
500,000 5.41%; 1/9/97 495,256
-----------
Total United States Treasury Bills
(cost $4,991,686) 4,991,686
-----------
Total Short-term Investments
(cost $5,491,686) 5,491,686
-----------
Total Investments
(cost $10,344,811)(99.00%)(a) 10,605,236
Other Assets Less Liabilities (1.00%) 107,375
-----------
Net Assets (100.00%) $10,712,611
===========

(a) Aggregate cost for federal income tax purposes is
$10,334,811. At October 31, 1996 unrealized appreciation
(depreciation) of securities for federal income tax
purposes is as follows:

Gross unrealized appreciation $ 260,425
Gross unrealized depreciation 0
----------
Net unrealized appreciation $ 260,425
==========

(b) The Repurchase Agreement is collateralized by obligations
of the United States government and its agencies with a
market value of $510,585, which exceeds the value of the
repurchase agreement. It is the Fund's policy to always
receive, as collateral, securities whose value, including
accrued interest, will be at least equal to 102% of the
dollar amount to be paid to the Fund under each agreement
at its maturity. The value of the securities are monitored
daily. If the value falls below 101% of the amount to be
paid at maturity, additional collateral is obtained. The
Fund makes payment for such securities only upon physical
delivery or evidence of book entry transferred to the
account of its custodian.

(c) At October 31, 1996, the market value of $495,256 of the
U.S. Treasury Bill was pledged to cover margin requirements
for futures contracts.

Futures contracts at October 31, 1996:
(Contracts-$1000 times premium/delivery
month/commitment)
Unrealized
Depreciation
------------
U.S. Treasury Bonds:
51/Dec/Sell $ (333,094)
===========

See accompanying notes to financial statements

October 31, 1996

The Rightime Blue Chip Fund
Portfolio of Investments

Value
Shares (Note 1)
- ------------ ------------

COMMON STOCK (48.89%)

INDUSTRIALS (36.80%)
Aerospace/Defense (1.05%)
8,920 Boeing Company $ 850,745
1,704 General Dynamics Corp. 116,937
5,218 Lockheed Martin Corp. 467,663
5,796 McDonnell Douglas Corp. 315,882
1,428 Northrop Grumman Corp. 115,311
6,443 Raytheon Company 317,318
5,815 Rockwell International Corp. 319,825
3,258 United Technologies Corp. 419,467
------------
2,923,148
------------

Aluminum (0.17%)
4,939 Alcan Aluminium Ltd. 162,370
3,928 Aluminum Co. of America 230,279
1,302 Reynolds Metals Co. 73,237
------------
465,886
------------

Automobiles (0.92%)
19,738 Chrysler Corp. 663,690
27,688 Ford Motor Co. 865,250
19,301 General Motors Corp. 1,039,841
------------
2,568,781
------------

Auto Parts After Market (0.16%)
2,186 Cooper Tire & Rubber Corp. 42,900
1,375 Echlin, Inc. 44,859
3,503 Genuine Parts Co. 153,256
4,362 Goodyear Tire & Rubber Co. 200,107
------------
441,122
------------
Beverages (Alcoholic) (0.39%)
12,820 Anheuser-Busch Companies, Inc. 493,570
2,520 Brown-Forman Corp. Class B 108,990
984 Coors (Adolph) Co. Class B 19,188
12,164 Seagram Co. Ltd. 460,711
------------
1,082,459
------------

Beverages (Soft Drinks) (1.59%)
63,402 Coca-Cola Co. 3,201,801
40,904 PepsiCo, Inc. 1,211,781
------------
4,413,582
------------

Broadcast Media (0.11%)
6,851 Comcast Corp. Class A Spl 101,052
16,841 Tele-Communications,
Inc. Class A* 209,460
------------
310,512
------------

Building Materials (0.10%)
3,446 Masco Corp. 108,118
1,342 Owens-Corning Fiberglass Corp.* 52,003
2,409 Sherwin-Williams Co. 120,751
------------
280,872
------------

Chemicals (1.19%)
3,995 Applied Materials, Inc.* 105,618
3,626 Air Products & Chemicals, Inc. 217,560
7,791 Dow Chemical Co. 605,750
12,640 Du Pont (E.I.) de Nemours
and Company 1,172,360
1,773 Goodrich (B.F.) Co. 75,131
2,517 Hercules, Inc. 119,872
14,855 Monsanto Company 588,629
3,526 Praxair, Inc. 156,026
1,370 Rohm & Haas Co. 97,784
3,595 Union Carbide Corp. 153,237
------------
3,291,967
------------

Chemicals (Diversified) (0.25%)
1,557 Avery Dennison Corp. 102,567
3,692 Englehard Corp. 67,379
1,182 FMC Corp.* 87,025
2,580 Mallinckrodt Inc. 112,230
5,845 PPG Industries, Inc. 333,165
------------
702,366
------------

Chemicals (Specialty) (0.19%)
2,502 Fresenious Medical Care - ADR 74,434
2,385 Grace (W.R.) & Co. 126,405
1,785 Great Lakes Chemical Corp. 93,043
4,369 Morton International, Inc. 172,029
1,865 Nalco Chemical Co. 67,839
------------
533,750
------------

Commercial Services (0.05%)
1,418 Ecolab, Inc. 51,757
1,410 National Service Industries Inc. 48,645
1,206 Ogden Corp. 21,859
857 Safety-Kleen Corp. 13,391
------------
135,652
------------

Communication (Equipment/
Manufacturers) (0.67%)
1,476 Andrew Corp.* 71,955
5,011 Bay Networks 101,473
1,768 Cabletron Systems* 110,279
14,009 Cisco Systems, Inc.* 866,807
2,964 DSC Communications Corp.* 41,125
7,226 Northern Telecom Ltd. 470,593
1,968 Scientific-Atlanta, Inc. 28,536
2,041 Tellabs, Inc.* 173,740
------------
1,864,508
------------

Computer Software & Services (1.69%)
5,840 Alltel Corp. 178,120
1,196 Autodesk, Inc. 27,359
7,505 Automatic Data Processing, Inc. 312,396
8,944 Computer Associates
International, Inc. 528,814
1,336 Computer Sciences Corp.* 99,198
2,628 First Data Corp. 209,583
16,041 Microsoft Corp.* 2,201,627
9,425 Novell, Inc.* 87,181
16,821 Oracle Corp.* 711,739
641 Shared Medical Systems Corp. 30,928
4,148 Silicon Graphics Inc.* 76,738
3,670 Sun Microsystems Corp.* 223,870
------------
4,687,553
------------

Computer Systems (1.14%)
3,342 Amdahl Corp.* 34,255
3,097 Apple Computer, Inc. 71,231
1,216 Ceridian Corp.* 60,344
6,759 Compaq Computer Corp.* 470,595
732 Data General Corp.* 10,889
3,802 Digital Equipment Corp.* 112,159
1,123 Intergraph Corp.* 10,528
14,317 International Business
Machines Corp. 1,846,893
3,237 LSI Logic Corp. 85,781
5,277 Micron Technology Inc. 133,904
3,031 Tandem Computers, Inc.* 38,266
3,795 3 Com Corporation* 256,637
4,995 Unisys Corp.* 31,219
------------
3,162,701
------------

Conglomerates (0.32%)
2,408 Allegheny Teledyne Inc. 51,471
2,854 IIT Hartford Group, Inc. 179,802
2,958 ITT Corp. 124,236
2,497 ITT Industries, Inc. 58,055
5,302 Tenneco, Inc. 262,449
2,409 Textron, Inc. 213,799
------------
889,812
------------

Containers (Metal & Glass) (0.08%)
590 Ball Corp. 14,234
2,532 Crown Cork & Seal Co., Inc.* 121,536
1,263 Willamette Industries, Inc. 85,253
------------
221,023
------------

Containers (Paper) (0.06%)
1,483 Bemis Company, Inc. 51,905
2,386 Stone Container Corp. 36,387
1,482 Temple-Inland, Inc. 75,953
------------
164,245
------------

Cosmetics (0.44%)
708 Alberto-Culver Co. Class B 32,391
3,538 Avon Products, Inc. 191,936
11,538 Gillette Co. 862,466
3,173 International Flavors &
Fragrances, Inc. 131,283
------------
1,218,076
------------

Electrical Equipment (2.00%)
6,956 AMP, Inc. 235,635
5,639 Emerson Electric Co. 501,871
42,764 General Electric Co. 4,137,417
2,805 General Instrument 56,451
1,483 Grainger (W.W.), Inc. 109,927
3,278 Honeywell, Inc. 203,646
1,050 Raychem Corp. 82,031
1,112 Thomas & Betts Corp. 47,121
11,186 Westinghouse Electric Corp. 191,560
------------
5,565,659
------------

Electronics (Defense) (0.03%)
1,415 E G & G, Inc. 24,939
4,460 Loral Space &
Communications Ltd* 70,803
------------
95,742
------------

Electronics (Instrumentation) (0.46%)
26,614 Hewlett-Packard Co. 1,174,343
1,135 Perkin-Elmer Corp. 60,864
844 Tektronix, Inc. 33,022
------------
1,268,229
------------

Electronics (Semiconductors) (1.22%)
2,440 Advanced Micro Devices, Inc.* 43,310
21,427 Intel Corp. 2,354,292
15,293 Motorola, Inc. 703,478
3,164 National Semiconductor Corp.* 60,907
4,785 Texas Instruments, Inc. 230,278
------------
3,392,265
------------

Engineering & Construction (0.07%)
2,248 Fluor Corp. 147,244
1,148 Foster Wheeler Corp. 47,068
------------
194,312
------------

Entertainment (0.38%)
15,548 Walt Disney Company 1,024,224
769 King World Productions, Inc.* 27,684
------------
1,051,908
------------

Foods (1.14%)
18,650 Archer Daniels Midland Co. 405,637
3,675 CPC International, Inc. 289,866
6,036 ConAgra, Inc. 301,046
4,240 Darden Restaurants, Inc. 35,510
4,551 General Mills, Inc. 259,976
9,595 Heinz (H.J.) Co. 340,623
4,410 Hershey Foods Corp. 213,334
5,522 Kellogg Co. 350,647
4,256 Quaker Oats Co. 151,088
2,684 Ralston Purina Co. 177,480
12,373 Sara Lee Corp. 439,242
3,307 Wrigley, (Wm) Jr. Co. 199,247
------------
3,163,696
------------

Food Wholesalers (0.09%)
965 Fleming Companies, Inc. 16,767
2,034 Super Valu Stores 60,511
5,214 Sysco Corp. 177,276
------------
254,554
------------

Gold Mining (0.28%)
9,158 Barrick Gold Corp. 239,253
5,200 Battle Mountain Gold Co. 39,650
2,805 Echo Bay Mines Ltd. 21,914
4,706 Freeport McMoran Copper &
Gold, Inc. Class B 142,945
3,595 Homestake Mining Co. 51,229
2,101 Newmont Mining Corp. 97,171
6,128 Placer Dome Group, Inc. 147,072
3,383 Santa Fe Pacific Gold Corp. 40,173
------------
779,407
------------

Hardware & Tools (0.08%)
2,497 Black & Decker Corp. 93,325
2,014 Snap-On Tools Corp. 64,700
2,322 Stanley Works 65,596
------------
223,621
------------

Health Care (Diversified) (2.03%)
19,998 Abbott Laboratories 1,012,399
16,854 American Home Products Corp. 1,032,307
12,718 Bristol-Myers Squibb Co. 1,344,929
33,226 Johnson & Johnson 1,636,380
4,533 United Healthcare Corp. 171,687
6,930 Warner-Lambert Co. 440,921
------------
5,638,623
------------

Health Care (Drugs) (1.95%)
13,803 Lilly (Eli) & Co. 973,112
31,161 Merck & Co., Inc. 2,309,809
5,585 Pharmacia & Upjohn, Inc. 201,060
15,772 Pfizer, Inc. 1,305,133
9,775 Schering-Plough Corp. 625,600
------------
5,414,714
------------

Health Care (Miscellaneous) (0.04%)
1,968 ALZA Corp.* 50,922
1,575 Beverly Enterprises, Inc.* 19,491
1,154 Manor Care, Inc. 45,294
------------
115,707
------------

Heavy Duty Trucks & Parts (0.11%)
892 Cummins Engine Co., Inc. 37,129
2,267 Dana Corp. 67,160
2,262 Eaton Corp. 135,154
1,974 Navistar International Corp.* 18,259
831 PACCAR, Inc. 46,328
------------
304,030
------------

Hospital Management Companies (0.27%)
16,866 Columbia Healthcare Corp. 602,959
1,488 Community Psychiatric Centers* 13,206
6,384 Tenet Healthcare Corp.* 133,266
------------
749,431
------------

Homebuilding (0.02%)
595 Centex Corp. 17,924
765 Kaufman & Broad Home Corp. 9,180
711 Pulte Corp. 18,841
------------
45,945
------------

Hotel/Motel (0.12%)
2,678 Harrah's Entertainment, Inc.* 44,856
3,384 Hilton Hotels Corp. 102,789
3,237 Marriott International Corp. 184,104
------------
331,749
------------

Household Furnishings & Appliances (0.07%)
769 Armstrong World Industries, Inc. 51,331
2,653 Maytag Corp. 52,728
1,909 Whirlpool Corp. 90,200
------------
194,259
------------

Household Products (1.06%)
1,655 Clorox Company 180,602
3,826 Colgate-Palmolive Co. 351,992
17,908 Procter & Gamble Co. 1,772,892
4,173 Unilever N.V. 637,947
------------
2,943,433
------------

Housewares (0.15%)
5,210 Newell Co. 147,834
2,044 Premark International, Inc. 42,668
4,684 Rubbermaid, Inc. 108,903
2,044 Tupperware Corp. 105,011
------------
404,416
------------

Insurance Brokers (0.09%)
954 Alexander & Alexander Services, Inc. 14,549
2,204 Marsh & McLennan Cos., Inc. 229,492
------------
244,041
------------

Leisure Time (0.04%)
1,196 Bally Entertainment Corp.* 36,030
2,386 Brunswick Corp. 56,071
415 Outboard Marine Corp. 6,432
------------
98,533
------------
Machine Tools (0.01%)
648 Cincinnati Milacron, Inc. 12,393
707 Giddings & Lewis Co. 8,307
------------
20,700
------------

Machinery (Diversified) (0.37%)
724 Briggs & Stratton Corp. 28,960
5,852 Caterpillar, Inc. 401,593
2,380 Cooper Industries Inc. 95,795
6,650 Deere & Co. 277,637
1,196 Harnischfeger Industries, Inc. 47,840
2,952 Ingersoll-Rand Co. 122,877
1,138 Lucasvarity Plc - ADR 45,805
------------
1,020,507
------------

Manufacturing (Diversified Industries) (0.34%)
1,419 Case Corp. 65,984
657 Crane Company 30,551
2,517 Dover Corp. 129,311
2,460 Illinois Tool Works, Inc. 172,815
1,168 Johnson Controls, Inc. 85,264
1,129 Millipore Corp. 39,515
241 Nacco Industries, Inc. 11,146
3,356 Pall Corp. 85,997
1,569 Parker Hannifin Corp. 59,426
785 Timken Co. 35,031
595 Trinova Corp. 19,561
4,180 Tyco International Ltd. 207,432
------------
942,033
------------

Medical Products & Supplies (0.50%)
1,443 Allegiance Corp. 27,056
1,575 Bard (C.R.), Inc. 44,494
1,860 Bausch & Lomb, Inc. 62,775
7,218 Baxter International, Inc. 300,449
3,870 Becton, Dickinson & Co. 168,345
3,728 Biomet, Inc.* 60,114
3,293 Boston Scientific Corp.* 179,057
6,016 Medtronic, Inc. 387,280
1,843 St. Jude Medical, Inc.* 72,799
1,403 Sigma Aldrich Corp. 82,426
------------
1,384,795
------------

Metals Miscellaneous (0.09%)
954 ASARCO, Inc. 25,042
2,082 Cyprus Amax Minerals Co. 47,105
2,621 Inco Ltd. 83,217
1,487 Phelps Dodge Corp. 93,495
------------
248,859
------------

Miscellaneous (1.97%)
3,501 Alco Standard Corp. 162,359
2,036 Allergan, Inc. 62,098
7,162 Allied-Signal, Inc. 469,111
1,667 American Greetings Corp. 48,864
6,858 Amgen Corp.* 420,481
3,468 Block (H.R.), Inc. 85,833
6,623 Corning, Inc. 256,641
7,416 CUC International, Inc. * 181,692
2,335 Deluxe Corp. 76,179
3,108 Dial Corp. 42,735
4,362 Donnelley (R.R.) & Sons Co. 132,496
333 Eastern Enterprises 12,821
2,193 Eastman Chemical Co. 115,681
8,920 Eastman Kodak Co. 711,370
1,077 General Signal Corp. 43,888
1,901 Harcourt General Corp. 94,575
785 Harland (John H.) Co. 24,433
695 Harris Corp. 43,524
934 Imation Corp. 25,568
2,056 Interpublic Group 99,716
808 Jostens, Inc. 17,372
1,087 Kerr-McGee Corp. 68,209
3,452 Loews Corp. 285,221
9,344 Minnesota Mining &
Manufacturing Co. 715,984
2,115 Pioneer Hi-Bred International Corp. 141,969
949 Polaroid Corp. 38,553
5,084 Price / Costco Inc.* 101,045
5,222 Service Corp. International 148,827
544 Springs Industries, Inc. 24,548
1,785 TRW, Inc. 161,542
1,396 U S Surgical Corp. 58,457
10,273 Viacom, Inc. Class B* 335,157
3,108 Viad Corp. 45,066
3,868 Whitman Corp. 93,799
2,444 The Williams Cos., Inc. 127,699
------------
5,473,513
------------

Office Equipment & Supplies (0.29%)
2,205 Moore Corp. Ltd. 44,651
4,784 Pitney Bowes, Inc. 267,306
10,380 Xerox Corp. 481,372
------------
793,329
------------

Oil & Gas Drilling (0.03%)
511 Helmerich & Payne, Inc. 27,658
2,656 Rowan Companies, Inc.* 59,428
------------
87,086
------------

Oil (Exploration & Production) (0.17%)
2,684 Burlington Resources, Inc. 135,206
742 Louisiana Land & Exploration Co. 42,201
2,959 Oryx Energy Co.* 56,961
1,947 Santa Fe Energy Resources, Inc.* 27,745
5,013 Union Pacific Resources Group 137,858
1,196 Western Atlas, Inc.* 82,973
------------
482,944
------------

Oil (Domestic Integrated) (0.69%)
3,075 Amerada Hess Corp. 170,278
1,316 Ashland Inc. 55,930
4,590 Atlantic Richfield Co. 608,175
9,106 Occidental Petroleum Corp. 223,097
909 Pennzoil Co. 46,359
7,475 Phillips Petroleum Co. 306,475
2,255 Sun Co. Inc. 50,456
8,569 USX-Marathon Group 187,447
6,999 Unocal Corp. 256,338
------------
1,904,555
------------

Oil (International Integrated) (3.12%)
10,501 Amoco Corp. 795,451
16,323 Chevron Corp. 1,073,237
31,225 Exxon Corp. 2,767,316
9,858 Mobil Corp. 1,150,921
13,501 Royal Dutch Petroleum Co. 2,232,728
6,459 Texaco, Inc. 656,396
------------
8,676,049
------------

Oil Well Equipment & Services (0.38%)
4,046 Baker Hughes, Inc. 144,139
5,207 Dresser Industries, Inc. 171,180
3,268 Halliburton Co. 185,051
1,324 McDermott International, Inc. 23,501
5,389 Schlumberger Ltd. 534,185
------------
1,058,056
------------

Paper & Forest Products (0.69%)
1,196 Boise Cascade Corp. 37,076
1,794 Champion International Corp. 78,039
2,320 Georgia-Pacific Corp. 174,000
6,883 International Paper Co. 294,248
2,034 James River Corp. 64,071
7,988 Kimberly-Clark Corp. 744,881
1,996 Louisiana Pacific Corp. 41,667
1,190 Mead Corp. 67,532
662 Potlatch Corp. 28,300
1,549 Union Camp Corp. 75,514
2,267 Westvaco Corp. 64,609
5,211 Weyerhaeuser Co. 239,055
------------
1,908,992
------------

Pollution Control (0.24%)
4,837 Browning-Ferris Industries, Inc. 126,971
6,064 Laidlaw, Inc. Class B 71,252
13,857 WMX Technologies, Inc. 476,334
------------
674,557
------------

Publishing (0.31%)
4,737 Dun & Bradstreet Corp. 274,154
2,806 McGraw-Hill, Inc. 131,531
711 Meredith Corp. 35,728
11,059 Time Warner, Inc. 411,948
------------
853,361
------------

Publishing (Newspapers) (0.31%)
2,717 Dow Jones & Co., Inc. 89,661
3,966 Gannett Co., Inc. 300,920
2,966 Knight-Ridder, Inc. 110,854
2,211 New York Times Co. Class A 79,872
2,838 Times Mirror Co. Class A 131,258
1,872 Tribune Co. 153,036
------------
865,601
------------

Restaurants (0.32%)
606 Luby's Cafeterias, Inc. 12,726
18,048 McDonald's Corp. 800,880
1,409 Ryan's Family Steak Houses, Inc.* 10,391
1,209 Shoney's, Inc.* 8,916
2,520 Wendy's International, Inc. 51,975
------------
884,888
------------

Retail Stores (Department) (0.30%)
2,805 Dillard Dept. Stores, Inc. Class A 89,059
6,486 May Department Stores Co. 307,274
756 Mercantile Stores Co., Inc. 37,517
2,193 Nordstrom, Inc. 79,085
6,001 J.C. Penney Co. 315,052
------------
827,987
------------

Retail Stores (Drugs) (0.12%)
644 Longs Drug Stores Corp. 28,900
2,186 Rite Aid Corp. 74,324
6,413 Walgreen Co. 242,091
------------
345,315
------------

Retail Stores (Food Chains) (0.29%)
7,321 Albertson's, Inc. 251,659
4,281 American Stores Co. 177,126
1,711 Giant Food, Inc. Class A 57,746
898 Great Atlantic & Pacific
Tea Co., Inc. 26,940
3,185 Kroger Co.* 142,131
4,435 Winn-Dixie Stores, Inc. 148,018
------------
803,620
------------

Retail Stores (General Merchandise) (0.86%)
5,721 Dayton-Hudson Corp. 198,090
13,417 K Mart Corp. 130,816
10,003 Sears, Roebuck & Co. 483,895
59,622 Wal-Mart Stores, Inc. 1,587,436
------------
2,400,237
------------

Retail Stores (Specialty) (0.55%)
2,539 Circuit City Stores, Inc. 83,152
769 Footstar Inc. 16,924
12,256 Home Depot, Inc. 671,016
4,709 Lowes Companies, Inc. 190,126
2,672 Melville Corp. 99,532
1,037 Payless Shoesource Inc 35,128
1,628 Pep Boys -Manny, Moe & Jack 56,980
1,615 Tandy Corp. 60,764
7,185 Toys R Us, Inc.* 243,392
3,462 Woolworth Corp. 72,702
------------
1,529,716
------------

Retail Stores (Specialty-Apparel) (0.15%)
2,758 Charming Shoppes, Inc. 12,756
8,443 Gap (The), Inc. 244,847
4,528 Limited, Inc. 83,202
1,828 TJX Companies, Inc. 73,120
------------
413,925
------------

Shoes (0.17%)
7,798 NIKE, Inc. Class B 459,107
1,031 Stride Rite Corp. 8,506
------------
467,613
------------

Steel (0.09%)
3,142 Armco, Inc.* 11,783
2,374 Bethlehem Steel Corp.* 19,289
876 Inland Steel Industries, Inc. 14,126
2,489 Nucor Corp. 117,916
1,785 USX-U.S. Steel Group 48,641
2,026 Worthington Industries, Inc. 42,040
------------
253,795
------------

Telecommunications (Long Distance) (1.10%)
39,731 A T & T Co. 1,385,619
12,876 Lucent Technologies Inc. 605,172
16,926 MCI Communications Corp. 425,266
9,092 Sprint Corp. 356,861
11,328 WorldCom, Inc. 276,120
------------
3,049,038
------------

Textile (Apparel Manufacturers) (0.09%)
1,755 Fruit of the Loom, Inc. Class A * 63,838
1,469 Liz Claiborne, Inc. 62,065
898 Russell Corp. 25,480
1,503 V.F. Corp. 98,259
------------
249,642
------------

Tobacco (0.87%)
5,536 American Brands, Inc. 264,344
21,209 Philip Morris Cos., Inc. 1,964,484
6,492 UST, Inc. 187,457
------------
2,416,285
------------

Toys (0.11%)
2,489 Hasbro, Inc. 96,760
7,014 Mattel, Inc. 202,529
------------
299,289
------------
Total Industrial 102,168,576
------------

TRANSPORTATION (0.72%)
Airlines (0.13%)
2,047 AMR Corp.* 171,948
1,342 Delta Air Lines, Inc. 95,114
3,656 Southwest Airlines Co. 82,260
1,384 USAir Group, Inc.* 24,047
------------
373,369
------------

Railroads (0.51%)
3,611 Burlington Northern Santa Fe Corp. 297,456
5,992 CSX Corp. 258,405
1,968 Conrail, Inc. 187,206
3,738 Norfolk Southern Corp. 333,149
5,919 Union Pacific Corp. 332,204
------------
1,408,420
------------

Truckers (0.02%)
898 Caliber System 15,154
1,050 Consolidated Freightways, Inc. 25,200
662 Yellow Corp. 8,647
------------
49,001
------------

Transportation (Miscellaneous) (0.06%)
1,482 Federal Express Corp.* 119,301
2,174 Ryder System, Inc. 64,677
------------
183,978
------------

Total Transportation 2,014,768
------------

UTILITIES (4.02%)
Electric Companies (1.46%)
5,237 American Electric Power Co., Inc. 217,336
4,205 Baltimore Gas & Electric Co. 114,586
3,804 Carolina Power & Light Co. 137,419
4,683 Central & South West Corp. 124,100
4,357 Cinergy Corp. 144,326
4,122 Consolidated Edison Co. of N.Y., Inc. 120,568
3,745 DTE Energy Co. 112,818
4,278 Dominion Resources, Inc. 161,495
5,099 Duke Power Co. 249,214
11,147 Edison International 220,153
6,404 Entergy Corp. 179,312
5,237 FPL Group, Inc. 240,902
3,026 GPU Inc. 99,480
7,371 Houston Industries, Inc. 168,612
4,284 Niagara Mohawk Power Corp. 36,414
1,859 Northern States Power Co. 87,373
3,810 Ohio Edison Co. 79,534
5,580 PECO Energy Co. 140,895
10,679 Pacific Gas & Electric Co. 250,957
7,139 PacifiCorp 150,811
6,119 Public Service Enterprise Group, Inc. 164,448
16,586 Southern Co. 366,965
5,721 Texas Utilities Co. 231,700
5,375 Unicom Corp. 139,750
2,821 Union Electric Corp. 108,961
------------
4,048,129
------------

Natural Gas (0.40%)
3,391 Coastal Corp. 145,813
1,500 Columbia Gas Systems, Inc.* 91,125
1,273 Consolidated Natural Gas Co. 67,628
6,401 Enron Corp. 297,647
1,361 ENSERCH Corp. 29,261
1,028 NICOR, Inc. 35,852
4,588 Noram Energy Corp. 70,540
511 ONEOK, Inc. 13,733
2,110 Pacific Enterprises 64,882
3,739 Panenergy Corp. 143,952
962 Peoples Energy Corp. 33,911
2,104 Sonat, Inc. 103,622
------------
1,097,966
------------

Telephone (2.16%)
12,449 Airtouch Communications Corp. 325,230
13,879 Ameritech Corp. 759,875
11,025 Bell Atlantic Corp. 664,256
26,705 BellSouth Corp. 1,088,229
24,276 GTE Corp. 1,022,626
10,673 NYNEX Corp. 474,949
10,749 Pacific Telesis Group 365,466
15,233 SBC Communications, Inc. 740,705
13,468 U S West Media Group 210,438
11,763 U.S. West Communication Group 357,301
------------
6,009,075
------------
Total Utilities 11,155,170
------------

FINANCIAL (7.35%)
Financial Miscellaneous (1.43%)
12,746 American Express Co. 599,062
6,660 American General Corp. 248,085
4,294 Dean Witter Discover & Co. 252,809
4,719 Federal Home Loan Mortgage 476,619
28,259 Federal National Mortgage
Association 1,105,633
3,377 Green Tree Financial Corp. 133,814
5,812 MBNA Corp. 219,403
5,772 Merrill Lynch & Co., Inc. 405,483
4,424 Morgan Stanley Group 222,306
2,745 Salomon, Inc. 123,868
2,520 Transamerica Corp. 191,205
------------
3,978,287
------------

Life Insurance (0.16%)
1,770 Jefferson-Pilot Corp. 100,669
2,508 Lincoln National Corp. 121,638
3,108 Providian Corp. 146,076
1,292 Torchmark Corp. 62,501
345 USLIFE Corp. 10,781
------------
441,665
------------

Major Regional Banks (2.27%)
12,237 Banc One Corp. 518,543
10,996 Bank of New York, Inc. 364,243
5,610 Barnett Banks, Inc. 213,881
3,788 Boatmen's Bancshares, Inc. 230,121
4,624 CoreStates Financial Corp. 224,842
3,108 Fifth Third Bancorp 194,639
4,388 First Bank System, Inc. 289,608
4,496 First Union Corp. 327,084
7,312 Fleet Financial Group 364,686
6,448 Keycorp 300,638
4,288 National City Corp. 185,992
7,766 NationsBank Corp. 731,946
10,264 Norwest Corp. 450,333
6,356 PNC Financial Corp. 230,405
6,536 Suntrust Banks, Inc. 304,741
2,600 U.S. Bancorp, Inc. 104,000
5,519 Wachovia Corp. 296,646
3,674 Wells Fargo & Co. 981,417
------------
6,313,765
------------

Money Center Banks (1.25%)
2,580 Bankers Trust N.Y. Corp. 218,010
12,379 Chase Manhattan 1,061,499
12,068 Citicorp 1,194,732
8,966 First Chicago NBD Corp. 457,266
5,375 Morgan (J.P.) & Co., Inc. 464,266
1,067 Republic New York Corp. 81,359
------------
3,477,132
------------

Multi-Line Insurance (1.15%)
3,808 Aetna Inc 254,660
10,950 Allstate Corp. 614,569
11,939 American International Group, Inc. 1,296,874
1,764 CIGNA Corp. 230,202
12,420 Travelers, Inc. 673,785
1,764 Unum Corp. 110,912
------------
3,181,002
------------

Other Major Banks (0.53%)
2,891 Bank of Boston Corp. 185,024
10,831 BankAmerica Corp. 991,037
4,376 Mellon Bank Corp. 284,987
------------
1,461,048
------------

Personal Loans (0.12%)
1,784 Beneficial Corp. 104,364
2,763 Household International, Inc. 244,526
------------
348,890
------------

Property-Casualty Insurance (0.33%)
4,348 The Chubb Corp. 217,400
2,040 General Re Corp. 300,390
1,400 Mgic Investment Corp. 96,075
3,206 SAFECO Corp. 121,026
2,110 St. Paul Companies, Inc. 114,731
3,135 USF&G Corp. 59,565
------------
909,187
------------

Savings & Loans Companies (0.11%)
3,110 Ahmanson (H.F.) & Co. 97,576
1,549 Golden West Financial Corp. 100,491
3,529 Great Western Financial Corp. 98,812
------------
296,879
------------
Total Financial 20,407,855
------------
Total Common Stock
(cost $93,547,320) 135,746,369
------------

[CAPTION]
Principal Value
Amount (Note 1)
- ------------ ------------
SHORT-TERM INVESTMENTS (51.52%)
Repurchase Agreement (5.15%)(b)
$14,300,000 Smith Barney Inc.
5.60%; 11/1/96 (cost $14,300,000 ;
maturity value $14,302,224) $ 14,300,000
------------
United States Treasury Bills (46.37%)(c)
115,000,000 4.83%; 11/7/96 114,908,767
14,000,000 5.01%; 1/23/97 13,838,772
------------
Total United States Treasury Bills
(cost $128,747,539) 128,747,539
------------
Total Short-term Investments
(cost $143,047,539) 143,047,539
------------
Total Investments (cost $236,594,859)(a)
(100.41%)(a) 278,793,908
Liabilities Less Other Assets (-0.41%) (1,154,825)
------------
Net Assets (100.00%) $277,639,083
============

* Non-income producing security.

(a) Aggregate cost for federal income tax purposes is
$236,594,859. At October 31, 1996 unrealized appreciation
(depreciation) of securities for federal income tax
purposes is as follows:

Gross unrealized appreciation $44,160,534
Gross unrealized depreciation (1,961,485)
-----------
Net unrealized appreciation $42,199,049
===========

(b) The Repurchase Agreement is collateralized by obligations
of the United States government and its agencies with a
market value of $14,602,951 which exceeds the value of the
repurchase agreement. It is the Fund's policy to always
receive, as collateral, securities whose value, including
accrued interest, will be at least equal to 102% of the dollar
amount to be paid to the Fund under each agreement at its
maturity.The value of the securities are monitored daily. If
the value falls below 101% of the amount to be paid at maturity,
additional collateral is obtained.The Fund makes payment for such
securities only upon physical delivery or evidence of book entry
transferred to the account of its custodian.

(c) At October 31, 1996, the market value of $5,930,903 of the U.S.
Treasury Bills were pledged to cover margin requirements for
futures contracts.

Futures contracts at October 31, 1996:
(Contracts-$500 times premium/delivery
month/commitment)
Unrealized
Depreciation
------------
S&P 500 Stock Index:
385/Dec/Sell $(7,134,125)
===========

See accompanying notes to financial statements

October 31, 1996

The Rightime
Social Awareness Fund
Portfolio of Investments

Principal Value
Amount (Note 1)
- ------------ ------------
SHORT-TERM INVESTMENTS (99.93%)
Repurchase Agreement (8.05%)(b)

$700,000 Smith Barney Inc.
5.60%; 11/1/96 (cost $700,00;
maturity value $700,109) $700,000
----------
United States Treasury Bills (91.88%)
7,500,000 4.83%;11/7/96 7,494,050
500,000 5.01%;1/23/97 494,242
----------
Total United States Treasury Bills
(cost $7,988,292) 7,988,292
----------
Total Investments
(cost $8,688,292)(99.93%)(a) 8,688,292
Other Assets Less Liabilities (0.07%) 5,956
----------
Net Assets (100.00%) $8,694,248
==========

(a) Aggregate cost for federal income tax purposes is $8,688,292.

(b) The Repurchase Agreement is collateralized by obligations
of the United States government and its agencies with a
market value of $714,819 which exceeds the value of the
repurchase agreement. It is the Fund's policy to always
receive, as collateral, securities whose value, including
accrued interest, will be at least equal to 102% of the
dollar amount to be paid to the Fund under each agreement
at its maturity. The value of the securities are monitored
daily. If the value falls below 101% of the amount to be
paid at maturity, additional collateral is obtained.
The Fund makes payment for such securities only upon
physical delivery or evidence of book entry transferred
to the account of its custodian.

See accompanying notes to financial statements

October 31, 1996

The Rightime
The Rightime MidCap Fund
Portfolio of Investments

Principal Value
Amount (Note 1)
- ------------ ------------
SHORT-TERM INVESTMENTS (99.99%)
Repurchase Agreement (5.48%)(b)

$4,400,000 Smith Barney Inc.
5.60%; 11/1/96 (cost $4,400,000;
maturity value $4,400,684) $ 4,400,000
-----------
United States Treasury Bills (94.51%)
72,000,000 4.83%;11/7/96 71,942,880
4,000,000 5.01%;1/23/97 3,953,935
-----------
Total United States Treasury Bills
(cost 75,896,815) 75,896,815
-----------
Total Investments
(cost $80,296,815)(99.99%)(a) 80,296,815
Other Assets Less Liabilities (0.01%) 7,145
-----------
Net Assets (100.00%) $80,303,960
===========

(a) Aggregate cost for federal income tax purposes is $80,296,815.

(b) The Repurchase Agreement is collateralized by obligations of
the United States government and its agencies with a market
value of $4,493,147 which exceeds the value of the repurchase
agreement. It is the Fund's policy to always receive, as
collateral, securities whose value, including accrued interest,
will be at least equal to 102% of the dollar amount to be paid
to the Fund under each agreement at its maturity. The value of
the securities are monitored daily. If the value falls below
101% of the amount to be paid at maturity, additional collateral
is obtained. The Fund makes payment for such securities only
upon physical delivery or evidence of book entry transferred to
the account of its custodian.

See accompanying notes to financial statements

<TABLE>
<CAPTION>
Statements of Assets and Liabilities

The Rightime
Government The Rightime
The Rightime Securities Blue Chip
Fund Fund Fund
------------ -------------- --------------
<S> <C> <C> <C>
ASSETS
Investments in securities, at market value
(Identified cost $162,721,290, $10,344,811 and
$236,594,859, respectively) (Note 1) $166,472,367 $10,605,236 $278,793,908
Cash 115 59,067 56,016
Receivables:
Dividends and interest 266,585 72,938 197,346
Fund shares sold 42,120 1,947 100,261
Prepaid expenses and other assets 38,106 3,127 61,900
------------ ----------- ------------
Total assets 166,819,293 10,742,315 279,209,431
------------ ----------- ------------

LIABILITIES
Payables:
Fund shares repurchased 95,768 6,900 177,114
Variation margin 148,500 20,719 1,270,500
Accrued expenses 75,637 227 109,272
Other liabilities 9,108 1,858 13,462
------------ ----------- ------------
Total liabilities 329,013 29,704 1,570,348
------------ ----------- ------------
NET ASSETS (applicable to 5,188,887; 847,040; and
8,707,798 outstanding shares, respectively) (Note 4) $166,490,280 $10,712,611 $277,639,083
============ =========== ============
Net asset value and redemption price per share $32.09 $12.65 $31.88
====== ====== ======
Maximum offering price per share $32.09 $13.28(1) $33.47(1)
====== ====== ======

NET ASSETS
At October 31, 1996 net assets consisted of:
Paid-in capital $156,135,531 $16,296,737 $231,408,544
Undistributed net investment income 1,930,596 2,088 3,408,045
Undistributed net realized gains
(losses) on investments 5,784,076 (5,513,545) 7,757,570
Net unrealized appreciation of investments 3,751,077 260,425 42,199,049
Net unrealized depreciation of futures contracts (1,111,000) (333,094) (7,134,125)
------------ ----------- ------------
$166,490,280 $10,712,611 $277,639,083
============ =========== ============

(1) Net asset value, plus 4.99% of net asset value or 4.75% of offering price.

See accompanying notes to financial statements.

</TABLE>

<TABLE>
<CAPTION>
October 31, 1996

The Rightime
Social The Rightime
Awareness MidCap
Fund Fund
---------- ----------
<S> <C> <C>
ASSETS
Investments in securities, at market value
(Identified cost $8,688,292 and $80,296,815 respectively) (Note 1) $8,688,292 $80,296,815
Cash 13,513 11,825
Receivables:
Dividends and interest 109 744
Fund shares sold 2,620 16,648
Prepaid expenses and other assets 1,812 18,004
Deferred organization costs -- 557
---------- -----------
Total assets 8,706,346 80,344,593
---------- -----------

LIABILITIES
Payables:
Fund shares repurchased 3,301 634
Accrued expenses 8,375 37,474
Other liabilities 422 2,525
---------- -----------
Total liabilities 12,098 40,633
---------- -----------
NET ASSETS (applicable to 298,882 and 2,766,945
outstanding shares, respectively) (Note 4) $8,694,248 $80,303,960
========== ===========
Net asset value and redemption price per share $29.09 $29.02
====== ======
Maximum offering price per share $30.54(1) $30.47(1)
====== ======

NET ASSETS
At October 31, 1996 net assets consisted of:
Paid-in capital $8,273,326 $76,311,319
Undistributed net investment income 123,444 1,334,681
Undistributed net realized gains on investments 297,478 2,657,960
---------- -----------
$8,694,248 $80,303,960
========== ===========

(1) Net asset value, plus 4.99% of net asset value or 4.75% of offering price.

See accompanying notes to financial statements

</TABLE>

<TABLE>
<CAPTION>
Statements of Operations
The Rightime
Government The Rightime
The Rightime Securities Blue Chip
Fund Fund Fund
------------ -------------- --------------
<S> <C> <C> <C>
INVESTMENT INCOME
Income
Dividends $ 4,928,304 $ -- $ 4,148,564
Interest 4,316,558 898,074 4,891,982
------------ ---------- ------------
Total income 9,244,862 898,074 9,040,546
------------ ---------- ------------

EXPENSES
Administrative services (Note 2) 1,578,643 108,234 2,312,884
Investment advisory fees (Note 2) 830,865 57,725 1,360,520
Distribution costs -- 12b-1 (Notes 2 and 3) 830,865 -- 680,260
Distribution costs -- service charge (Notes 2 and 3) 415,432 36,078 680,260
Transfer agent fees (Note 2) 186,844 49,375 339,537
Accounting services (Note 2) 60,183 24,226 77,360
Legal and audit fees 41,140 9,343 48,947
Custody fees 23,498 5,729 32,635
Reports to shareholders 25,366 2,223 33,703
Registration fees 12,314 10,825 10,930
Insurance 24,324 4,711 28,470
Directors fees 14,534 1,406 18,652
Miscellaneous 25,044 -- 25,694
------------ ---------- ------------
Total expenses 4,069,052 309,875 5,649,852
------------ ---------- ------------
Net investment income 5,175,810 588,199 3,390,694
------------ ---------- ------------

REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Net realized gain from security transactions 28,372,193 169,582 37,947,305
Capital gain distribution from regulated
investment companies 7,461,168 -- --
Net realized gain (loss) on futures contracts 61,593 593,236 (1,450,289)
Decrease in unrealized appreciation of investments (25,822,507) (769,653) (2,218,293)
Decrease in unrealized appreciation of
futures contracts (1,181,000) (344,438) (7,174,125)
------------ ---------- ------------
Net gain (loss) on investments 8,891,447 (351,273) 27,104,598
------------ ---------- ------------
Net increase in net assets resulting
from operations $ 14,067,257 $ 236,926 $ 30,495,292
============ ========== ============

See accompanying notes to financial statements

</TABLE>

<TABLE>
<CAPTION>
For The Year Ended October 31, 1996
The Rightime
Social The Rightime
Awareness MidCap
Fund Fund
---------- ----------
<S> <C> <C>
INVESTMENT INCOME
Income
Dividends $ 61,393 $ 568,250
Interest 259,921 2,532,943
---------- -----------
Total income 321,314 3,101,193
---------- -----------

EXPENSES
Administrative services (Note 2) 69,383 673,888
Investment advisory fees (Note 2) 40,814 396,405
Distribution costs -- 12b-1 (Notes 2 and 3) 20,407 198,202
Distribution costs -- service charge (Notes 2 and 3) 20,407 198,202
Transfer agent fees (Note 2) 10,586 117,769
Accounting services (Note 2) 12,643 46,055
Legal and audit fees 5,163 21,180
Custody fees 3,673 14,520
Reports to shareholders 991 12,312
Registration fees 7,244 11,565
Insurance 886 12,147
Directors fees 543 7,042
Organization costs -- 6,797
Miscellaneous 5,130 17,736
---------- -----------
Total expenses 197,870 1,733,820
---------- -----------
Net investment income 123,444 1,367,373
---------- -----------

REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Net realized gain from security transactions 1,911,874 15,611,628
Net realized gain on futures contracts 57,305 181,498
Decrease in unrealized appreciation of investments (1,099,843) (10,246,725)
Increase (decrease) in unrealized appreciation of
futures contracts (375) 270,000
---------- -----------
Net gain on investments 868,961 5,816,401
---------- -----------
Net increase in net assets resulting
from operations $ 992,405 $ 7,183,774
========== ============

See accompanying notes to financial statements

</TABLE>

Statement of
Changes in Net Assets

The Rightime Fund The Rightime Government Securities Fund The Rightime Blue Chip Fund
-------------------------------- ---------------------------------------- -------------------------------
For Year Ended For Year Ended For Year Ended For Year Ended For Year Ended For Year Ended
October 31, 1996 October 31, 1995 October 31, 1996 October 31, 1995 October 31, 1996 October 31, 1995
---------------- ---------------- ---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS
Net investment
income (loss) $ 5,175,810 $ (406,446) $ 588,199 $ 1,210,877 $ 3,390,694 $ 2,641,195
Net realized gain
from security
transactions 28,372,193 615,857 169,582 1,255,938 37,947,305 4,771,678
Capital gain
distributions from
regulated investment
companies 7,461,168 1,472,323 -- -- -- --
Net realized gain
(loss) on futures
contracts 61,593 2,701,095 593,236 (2,616,264) (1,450,289) 2,009,198
Net increase
(decrease) in
unrealized
appreciation
of investments (25,822,507) 26,783,886 (769,653) 2,240,062 (2,218,293) 37,365,574
Net increase
(decrease) in
unrealized
appreciation of
futures contracts (1,181,000) 195,550 (344,438) (772,625) (7,174,125) 290,850
------------ ------------ ----------- ----------- ------------ ------------
Net increase in
net assets
resulting
from operations 14,067,257 31,362,265 236,926 1,317,988 30,495,292 47,078,495
Undistributed
investment income
included in price
of shares sold
and repurchased -- -- (18,607) (50,176) -- --

DISTRIBUTIONS TO
SHAREHOLDERS
Distributions
from net realized
gains on investments (34,013,909) (19,759,638) -- -- (35,771,172) (38,462,845)
Distributions
from net investment
income (3,245,214) (1,232,709) (694,855) (1,105,663) (2,047,018) (3,055,769)

CAPITAL SHARE
TRANSACTIONS
Increase (decrease)
in net assets
resulting from
capital share
transactions
(Note 4) 30,716,107 (611,445) (7,443,712) (7,275,667) 35,342,710 22,377,451
------------ ------------ ----------- ----------- ------------ ------------
Total increase
(decrease) 7,524,241 9,758,473 (7,920,248) (7,113,518) 28,019,812 27,937,332

NET ASSETS
Beginning of year 158,966,039 149,207,566 18,632,859 25,746,377 249,619,271 221,681,939
------------ ------------ ----------- ----------- ------------ ------------
End of year * $166,490,280 $158,966,039 $10,712,611 $18,632,859 $277,639,083 $249,619,271
============ ============ =========== =========== ============ ============

* Including
undistributed
net investment
income of: $ 1,930,596 $ -- $ 2,088 $ 127,351 $ 3,408,045 $ 2,064,369
============ ============ =========== =========== ============ ============

See accompanying notes to financial statements

</TABLE>

<TABLE>
<CAPTION>
The Rightime Social Awareness Fund The Rightime MidCap Fund
----------------------------------- -----------------------------------
For Year Ended For Year Ended For Year Ended For Year Ended
October 31, 1996 October 31, 1995 October 31, 1996 October 31, 1995
---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
OPERATIONS
Net investment income $ 123,444 $ 22,498 $ 1,367,373 $ 596,646
Net realized gain from security transactions 1,911,874 219,958 15,611,628 1,342,029
Net realized gain on futures contracts 57,305 88,781 181,498 1,296,140
Net increase (decrease) in unrealized
appreciation of investments (1,099,843) 1,099,843 (10,246,725) 10,106,255
Net increase (decrease) in unrealized
appreciation of futures contracts (375) 375 270,000 (275,150)
----------- ----------- ----------- -----------
Net increase in net assets resulting
from operations 992,405 1,431,455 7,183,774 13,065,920

DISTRIBUTIONS TO SHAREHOLDERS
Distributions from net realized gains
on investments (1,799,322) -- (15,773,543) (1,242,938)
Distributions from net investment income -- (121,786) (328,544) (1,037,360)

CAPITAL SHARE TRANSACTIONS
Increase (decrease) in net assets resulting from
capital share transactions (Note 4) 2,123,102 (1,153,378) 14,135,978 (951,411)
----------- ----------- ----------- -----------
Total increase 1,316,185 156,291 5,217,665 9,834,211
NET ASSETS
Beginning of year 7,378,063 7,221,772 75,086,295 65,252,084
----------- ----------- ----------- -----------
End of year * $ 8,694,248 $ 7,378,063 $80,303,960 $75,086,295
=========== =========== =========== ===========
* Including undistributed net investment
income of: $ 123,444 $ -- $ 1,334,681 $ 295,852
=========== =========== =========== ===========

See accompanying notes to financial statements

</TABLE>

Financial
Highlights
(For a Share Outstanding Throughout the Period)

Net
Realized
Net and Distributions Distributions Net
Asset Net Unrealized from from Asset
Value Investment Gain Total Net Realized Value
Beginning Income (Loss) on From Investment Capital Total End Total
of Period (Loss) Investments Operations Income Gains Distributions of Period Return (2)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------
The Rightime Fund
1996 $37.55 $1.14 $2.11 $3.25 $(0.77) $(7.94) $(8.71) $32.09 8.96%
1995 35.50 (0.10) 7.21 7.11 (0.30) (4.76) (5.06) 37.55 23.38
1994 37.42 0.29 (0.49) (0.20) -- (1.72) (1.72) 35.50 (0.48)
1993 34.70 (0.32) 5.47 5.15 (0.05) (2.38) (2.43) 37.42 15.49
1992 37.33 0.06 2.16 2.22 (0.17) (4.68) (4.85) 34.70 6.15
- -----------------------------------------------------------------------------------------------------------------------------
The Rightime Government Securities Fund
1996 $13.06 $0.52 $(0.32) $0.20 $(0.61) $ -- $(0.61) $12.65 1.48%
1995 12.93 0.68 0.08 0.76 (0.63) -- (0.63) 13.06 6.00
1994 14.31 0.61 (1.34) (0.73) (0.65) -- (0.65) 12.93 (5.15)
1993 13.16 0.66 1.21 1.87 (0.72) -- (0.72) 14.31 14.60
1992 12.86 0.71 0.19 0.90 (0.60) -- (0.60) 13.16 7.20
- -----------------------------------------------------------------------------------------------------------------------------
The Rightime Blue Chip Fund
1996 $32.84 $0.40 $3.52 $3.92 $(0.28) $(4.60) $(4.88) $31.88 12.26%
1995 33.08 0.35 5.66 6.01 (0.46) (5.79) (6.25) 32.84 22.31
1994 33.14 0.39 (0.04) 0.35 (0.23) (0.18) (0.41) 33.08 1.06
1993 29.70 0.26 3.41 3.67 (0.23) -- (0.23) 33.14 12.41
1992 28.22 0.25 1.55 1.80 (0.32) -- (0.32) 29.70 6.41
- -----------------------------------------------------------------------------------------------------------------------------
The Rightime Social Awareness Fund
1996 $32.37 $0.41 $3.88 $4.29 $ -- $(7.57) $(7.57) $29.09 13.62%
1995 26.84 0.08 5.91 5.99 (0.46) -- (0.46) 32.37 22.70
1994 29.07 0.33 (0.72) (0.39) -- (1.84) (1.84) 26.84 (1.27)
1993 29.64 (0.02) 1.76 1.74 (0.04) (2.27) (2.31) 29.07 5.82
1992 25.56 0.12 4.30 4.42 (0.23) (0.11) (0.34) 29.64 17.43
- -----------------------------------------------------------------------------------------------------------------------------
The Rightime MidCap Fund
1996 $32.95 $0.49 $2.56 $3.05 $(0.14) $(6.84) $(6.98) $29.02 9.65%
1995 28.44 0.26 5.25 5.51 (0.45) (0.55) (1.00) 32.95 (1.38)
1993 27.08 (0.03) 4.80 4.77 (0.05) (0.73) (0.78) 31.07 17.93
1992(1) 25.00 0.03 2.07 2.10 (0.02) -- (0.02) 27.08 8.40
- -----------------------------------------------------------------------------------------------------------------------------
(1) Inception of fund was November 11, 1991
(2) Excludes sales charge

See accompanying notes to financial statements

</TABLE>

October 31, 1996
RATIOS
--------------------------------------------------------------------------------------------------------
Net Assets At The Expenses to Average Net Investment Income (loss) Portfolio Average
End Of Period Net Assets To Average Net Assets Turnover Commission Rate Paid
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
The Rightime Fund
1996 $166,490,280 2.45% 3.11% 15.40% --
1995 158,966,039 2.47 (0.27) 9.45 --
1994 149,207,566 2.51 0.78 11.50 --
1993 172,178,587 2.52 (0.83) 1.86 --
1992 170,955,840 2.56 0.15 72.63 --
- --------------------------------------------------------------------------------------------------------------------------------
The Rightime Government Securities Fund
1996 $10,712,611 2.15% 4.08% 109.47% --
1995 18,632,859 1.90 5.29 77.98 --
1994 25,746,377 1.90 4.62 216.70 --
1993 33,934,808 1.98 4.72 120.80 --
1992 30,312,806 2.03 5.53 126.25 --
- --------------------------------------------------------------------------------------------------------------------------------
The Rightime Blue Chip Fund
1996 $277,639,083 2.08% 1.25% 1.30% $0.03
1995 249,619,271 2.17 1.13 17.52 --
1994 221,681,939 2.22 1.16 0.98 --
1993 223,687,834 2.16 0.72 1.97 --
1992 211,481,090 2.25 0.87 -- --
- --------------------------------------------------------------------------------------------------------------------------------
The Rightime Social Awareness Fund
1996 $8,694,248 2.42% 1.51% 46.57% $0.05
1995 7,378,063 2.75 0.32 36.49 --
1994 7,221,772 2.56 1.04 54.85 --
1993 10,556,506 2.40 (0.19) 238.52 --
1992 6,525,545 2.49 0.45 276.62 --
- --------------------------------------------------------------------------------------------------------------------------------
The Rightime MidCap Fund
1996 $80,303,960 2.19% 1.72% 3.59% $0.02
1995 75,086,295 2.19 0.84 24.67 --
1994 65,252,084 2.28 1.14 0.75 --
1993 62,124,470 2.28 (0.19) 38.79 --
1992(1) 31,311,779 2.34* 0.17* 35.10 --
- --------------------------------------------------------------------------------------------------------------------------------
* Annualized

See accompanying notes to financial statements

</TABLE>

[LOGO]
Family of Funds

October 31, 1996

Notes to Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES

The Rightime Fund, The Rightime Government Securities Fund, The Rightime
Blue Chip Fund, The Rightime Social Awareness Fund, and The Rightime
MidCap Fund (the "Funds") are each a series of shares of common stock of
The Rightime Fund Inc., which is registered under the Investment Company
Act of 1940, as amended, as a diversified open-end management company.
The company was incorporated in the state of Maryland on November 15,
1984.

The investment objective of The Rightime Fund, The Rightime Blue Chip
Fund and The Rightime MidCap Fund is to achieve high total return
consistant with reasonable risk. The Rightime Fund seeks to achieve this
objective by concentrating in shares of registered investment companies.
The Rightime Blue Chip Fund seeks to achieve this objective by investing
in securities of well known and established companies ("Blue Chips").
The Rightime MidCap Fund seeks to achieve this objective by investing in
securities of companies with medium-size market capitalization
("MidCaps").

The investment objective of The Rightime Social Awareness Fund is to
achieve growth of capital and its second objective is current income,
consistent with reasonable risk. The Rightime Social Awareness Fund
seeks to achieve its objective by investing in securities of companies
with prospects for above average capital growth which, in the opinion of
the fund's advisor, show evidence in the conduct of their business,
relative to other companies in the same industry, of contributing to the
enhancement of the quality of human life.

The investment objective of The Rightime Government Securities Fund is
to achieve high current income consistent with safety and liquidity of
principal. The fund seeks to achieve this objective by investing in
securities that are issued or guaranteed as to principal and interest by
the U.S. government, its agencies, authorities or instrumentalities or
secured by such securities.

The following is a summary of significant accounting policies followed
by the Funds.

SECURITY VALUATION

The Funds' investments in securities are carried at market value.
Securities listed on an exchange or quoted on a national market system
are valued at the last sales price. Other securities are valued at the
most recent bid price. Investments in regulated investment companies are
valued at the net asset value per share as quoted by the National
Association of Securities Dealers on the last business day of the fiscal
period. Investments in money market funds are valued at cost which
approximates market value. Short-term investments are valued at
amortized cost which approximates market value.

FUTURES CONTRACTS

Initial margin deposits required upon entering into futures contracts
are satisfied by the segregation of specific securities or cash, and/or
by securing a standby letter of credit from a major commercial bank, as
collateral, for the account of the broker (the Fund's agent in acquiring
the futures position). During the period the futures contract is open,
changes in the value of the contract are recognized as unrealized gains
or losses by "marking to market" on a daily basis to reflect the market
value of the contract at the end of each day's trading. Variation margin
payments are made or received depending upon whether unrealized gains or
losses are incurred. When the contract is closed, the Fund records a
realized gain or loss equal to the difference between the proceeds from
(or cost of) the closing transaction and the Fund's basis in the
contract.

The Rightime Government Securities Fund may purchase or sell future
contracts which are based on government securities, including any index
of government securities in order to protect itself against the adverse
effects of fluctuations in interest rates. Risks of entering into these
future contracts include the possibility that there may be an illiquid
market and that if the advisor's investment judgement about the general
direction of interest rates is incorrect the fund's overall performance
may be poorer than if it had not entered into any such contracts. The
other four Rightime Funds may purchase or sell stock index future
contracts as a hedge against changes in market conditions. Risks include
the possibility of an illiquid market and that a change in the value of
the contract may not correlate with changes in the securities being
hedged.

FEDERAL INCOME TAXES

No provision has been made for federal income taxes since it is the
policy of the Fund to comply with the provisions of the Internal Revenue
Code applicable to regulated investment companies and to make sufficient
distributions of taxable income to relieve it from all federal income
taxes.

At October 31, 1996, The Rightime Government Securities Fund had
$5,846,639 in capital loss carryovers available to offset future capital
gains, if any, which expire from 1998 to 2003.

SECURITY TRANSACTIONS, INVESTMENT INCOME AND OTHER

Security transactions are recorded on the trade date. Interest income is
recorded on the accrual basis. Dividend income and distributions to
shareholders are recorded on the ex-dividend date.

Income distributions and capital gain distributions are determined in
accordance with income tax regulations which may differ from generally
accepted accounting principles. These differences are primarily due to
differing treatments for net operating losses, wash sales and futures
transactions.

DEFERRED ORGANIZATION EXPENSE

All of the Funds' expenses in connection with its organization and the
public offering of its shares of common stock have been paid by the
Funds. Such expenses have been deferred and are being amortized as
charges against net investment income over a period of five years.

EQUALIZATION

The Rightime Government Securities Fund follows the accounting practice
of "equalization" whereby part of the proceeds from the capital share
transactions, equivalent to a proportionate share of the distributable
investment income on the date of the transaction, is transferred to or
from the undistributed net investment income account. Undistributed net
investment income is therefore unaffected by capital share transactions.

USE OF ESTIMATES IN FINANCIAL STATEMENTS

In preparing financial statements in conformity with generally accepted
accounting principles, management makes estimates and assumptions that
effect the reported amounts of assets and liabilities at the date of the
financial statements, as well as the reported amounts of income and
expenses during the period. Actual results may differ from the
estimates.

NOTE 2 - INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

The Investment Advisor, Rightime Econometrics, Inc., is paid a monthly
fee based on an annual rate (summarized below) of the Funds' average
daily net assets. In the event the expenses of the Fund for any fiscal
year (including the advisory and administrative fees, but excluding
interest, taxes, brokerage commissions, distribution fees, litigation
and indemnification expenses and other extraordinary expenses not
incurred in the ordinary course of the Funds' business) exceed the
limits set by applicable regulation of state securities commissions, if
any, the compensation due to the Advisor will be reduced by the amount
of such excess.

The Funds' Administrator, Rightime Administrators, Inc., is paid a
monthly fee based on an annual rate (summarized below) of the Funds'
average daily net assets for providing office facilities and certain
administrative services.

The Funds' Distributor, Lincoln Investment Planning, Inc., is paid a
monthly fee based on an annual rate (summarized below) of the Funds'
average daily net assets for costs incurred in connection with the sale
of the Funds' capital stock (see Note 3).

A summary of annual fee rates applied to average daily net assets are as
follows:
Advisory Administration Distribution
Fee Fee Costs
------ ---------- --------
The Rightime Fund .50% .95% .75%
The Rightime
Government
Securities Fund .40% .75% .25%
The Rightime
Blue Chip Fund .50% .85% .50%
The Rightime
Social Awareness
Fund .50% .85% .50%
The Rightime
MidCap Fund .50% .85% .50%

During the year ended October 31, 1996, the Distributor received
commissions as an underwriter and a retail dealer of Fund shares as
follows:

The Rightime Government Securities Fund $ 32,842
The Rightime Blue Chip Fund $919,999
The Rightime Social Awareness Fund $ 28,839
The Rightime MidCap Fund $254,686

Lincoln Investment Planning, Inc., also provides the Funds with transfer
agent and accounting and recordkeeping services. Aggregate transfer
agent and accounting services fees received by Lincoln Investment
Planning, Inc. were $618,551 and $220,467, respectively. During the year
ended October 31, 1996, Lincoln Investment Planning, Inc. waived fees of
$9,537 and $12,643, respectively, for transfer agent and accounting
services provided to the Rightime Social Awareness Fund.

Certain officers and directors of the company are also officers and/or
directors of the Advisor, Administrator, Transfer Agent and/or
Distributor.

NOTE 3 - DISTRIBUTION COSTS

The Fund's Board of Directors, including a majority of the Directors who
are not "interested persons" of the Funds as defined in the Investment
Company Act of 1940, have adopted a distribution plan pursuant to Rule
12b-1 of the Act. The Plan regulates the manner in which a regulated
investment company may assume costs of distributing and promoting the
sales of its shares.

The Plan provides that the Funds may incur certain costs which may not
exceed the rates detailed above per annum of the Funds' average daily
net assets for payments to the Distributor for items such as advertising
expenses, selling expenses, commissions or travel reasonably intended to
result in sales of shares of the Funds and for commissions for Fund
shares sold by representatives of the Distributor or other broker-
dealers. The distribution costs include a service charge based on an
annual rate of .25% of the Funds' average daily net assets.

NOTE 4 - CAPITAL SHARES

The Rightime Fund, Inc. has 500,000,000 shares of $.01 par value stock
authorized which may be allocated to any series. Currently 50,000,000
shares have been allocated to The Rightime Fund and 20,000,000 shares to
each of the other four Funds. Transactions in capital stock were as
follows:

<TABLE>
<CAPTION>
The Rightime Fund The Rightime Government Securities Fund
------------------------------------------------ -------------------------------------------------
1996 1995 1996 1995
--------------------- ----------------------- --------------------- -----------------------
Shares Value Shares Value Shares Value Shares Value
-------- ----------- -------- ---------- -------- ----------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Shares sold 468,508 $ 16,805,846 409,374 $ 13,557,231 70,161 $ 905,052 153,514 $ 1,974,518
Shares issued
in reinvestment
of distributions 1,129,061 37,071,501 685,260 20,831,897 50,386 655,134 79,761 1,029,755
--------- ------------ --------- ------------ ------- ----------- ------- -----------
1,597,569 53,877,347 1,094,634 34,389,128 120,547 1,560,186 233,275 3,004,273
Shares redeemed (641,747) (23,161,240) (1,064,345) (35,000,573) (699,840) (9,003,898) (798,905) (10,279,940)
--------- ------------ --------- ------------ ------- ----------- ------- -----------
Net increase
(decrease) 955,822 $ 30,716,107 30,289 $ (611,445) (579,293) $(7,443,712) (565,630) $(7,275,667)
========= ============ ========= ============ ======= =========== ======= ===========

<CAPTION>
The Rightime Blue Chip Fund The Rightime Social Awareness Fund
------------------------------------------------ -------------------------------------------------
1996 1995 1996 1995
--------------------- ----------------------- --------------------- -----------------------
Shares Value Shares Value Shares Value Shares Value
-------- ----------- -------- ---------- -------- ----------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Shares sold 891,634 $ 30,005,701 940,978 $ 27,663,228 43,737 $ 1,472,939 28,167 $ 796,038
Shares issued
In reinvestment
of distributions 1,175,013 37,609,632 1,532,344 41,281,332 60,687 1,764,746 4,339 114,769
--------- ------------ --------- ------------ ------- ----------- ------- -----------
2,066,647 67,615,333 2,473,322 68,944,560 104,424 3,237,685 32,506 910,807
Shares redeemed (959,181) (32,272,623) (1,573,784) (46,567,109) (33,480) (1,114,583) (73,654) (2,064,185)
--------- ------------ --------- ------------ ------- ----------- ------- -----------
Net increase
(decrease) 1,107,466 $ 35,342,710 899,538 $ 22,377,451 70,944 $ 2,123,102 (41,148) $(1,153,378)
========= ============ ========= ============ ======= =========== ======= ===========

<CAPTION>
The Rightime MidCap Fund
---------------------------------------------------------
1996 1995
---------------------- -------------------------
Shares Value Shares Value
-------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Shares sold 261,155 $ 8,362,050 364,901 $ 10,596,768
Shares issued
in reinvestment
of distributions 547,119 16,052,380 82,517 2,270,886
------- ------------ ------- -------------
808,274 24,414,430 447,418 12,867,654
Shares redeemed (320,085) (10,278,452) (463,073) (13,819,065)
------- ------------ ------- -------------
Net increase
(decrease) 488,189 $ 14,135,978 (15,655) $ (951,411)
======= ============ ======= =============

</TABLE>

NOTE 5 - PURCHASES AND SALES OF SECURITIES

Purchases and sales of securities other than short-term investments during
the year ended October 31, 1996 were as follows:

Purchases Sales
----------- --------------
The Rightime Fund $12,399,592 $147,225,565
The Rightime Government
Securities Fund $10,184,875 $ 22,305,317
The Rightime Blue Chip Fund $ 2,337,369 $147,371,544
The Rightime Social
Awareness Fund $ 3,351,920 $ 10,856,514
The Rightime MidCap Fund $ 2,528,379 $ 75,051,779

[LOGO]

Report of Independent
Certified Public Accountants

To the Shareholders
and Board of Directors
of The Rightime Fund, Inc.

We have audited the accompanying statements of assets and liabilities of
The Rightime Fund, The Rightime Government Securities Fund, The Rightime
Blue Chip Fund, The Rightime Social Awareness Fund and The Rightime
MidCap Fund, each a series of shares of common stock of The Rightime
Fund, Inc., including the portfolios of investments, as of October 31,
1996 and the related statements of operations for the year then ended,
the statements of changes in net assets for each of the two years in the
period then ended and the financial highlights for the periods indicated
thereon. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to
express an opinion on these financial statements and financial
highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included
confirmation of securities owned as of October 31, 1996 by
correspondence with the custodian. An audit also includes assessing the
accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the
financial position of The Rightime Fund, The Rightime Government
Securities Fund, The Rightime Blue Chip Fund, The Rightime Social
Awareness Fund and The Rightime MidCap Fund as of October 31, 1996, the
results of their operations for the year then ended, the changes in
their net assets for each of the two years in the period then ended and
the financial highlights for the periods referred to above, in
conformity with generally accepted accounting principles.

TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
December 2, 1996

October 31, 1996

The Rightime Fund
Performance Comparison

The fiscal year ending October 31, 1996 surprised many investment
experts and novices alike. Few expected 1996 to generate returns
anywhere near the numbers we are seeing today after posting outstanding
gains in 1995. Yet the returns have been remarkable although the path
has been bumpy. Large capitalization stocks have led the market while
small caps trailed the market. Companies with consistent, reliable
earnings have also been favored.

Rightime Fund navigated the difficulties of 1996 well as the market
wavered midyear. January's early cautiousness gave way to the dual force
of favorable interest rates and solid earnings driven by renewed
productivity. Stocks were propelled to record highs. The spring and
early summer reintroduced investors to equity volatility. Economic
strength, rising agricultural and energy prices, and labor tightness all
fueled a rise in inflationary fears. Long-term interest rates vaulted
from just below six percent to over seven by May. Stocks endured a
turbulent period as prices suffered their worst declines in more than
five years. Equities staged a rally, beginning in August that has
continued through November. Under the guidance of the Rightime Market
Model (RTMM(registered trademark) ), the fund participated in the year's
early rally then established a conservative position in April. This
allowed the fund to avoid June and July's decline. The fund stayed in
the conservative position as stocks recovered in the late summer and
early fall. The fund is currently fully invested in a well diversified
portfolio of equity mutual funds. It continues to adhere to the
allocations established by the RTMM.(registered trademark)

- --------------------------------------------------------------------
Average Annual Total Return
- --------------------------------------------------------------------
Since Inception
1 Year 5 Years 10 Years Sept. 17, 1985
- --------------------------------------------------------------------
8.96% 10.40% 10.00% 11.48%
- --------------------------------------------------------------------

Performance Comparison

The "Performance Comparison" chart assesses the Rightime Fund's
performance against the Lipper Growth Fund Index, a broad based index.
The "Risk Adjusted Performance Comparison" more closely reflects the
fund's performance as compared to a consistent risk level.

The Rightime Fund utilizes a modeled approach to investing which
attempts to minimize risk by moving assets to money market equivalent
investments during periods in which the market appears to be overvalued.
This approach, over full market cycles, tends to invest in low risk, or
money market-like securities approximately half of the time. In order to
provide an equivalent risk level this comparison assumes that assets are
invested half in the Lipper Growth Fund Index and half in a money market
fund index. This balanced index approaches the risk level of each fund
that has been in existence for at least one full market cycle and
therefore provides a more meaningful performance comparison.

The performance shown represents past performance and is not a guarantee
of future results. A mutual fund's share price and investment return
will vary with market conditions, and the principal value of shares,
when redeemed, may be more or less than the original cost.

Average annual total returns are historical in nature and measure net
investment income and capital gain or loss from portfolio investments
assuming reinvestment of dividends.

Performance Comparison

Rightime Fund
Lipper Growth Fund Index
Money Market Fund Index

[GRAPHIC WORM CHART TO BE INSERTED BY PRINTER]

Comparison of change in value of $10,000 investment in the Rightime
Fund, Lipper Growth Fund Index and Money Market Fund Index.

Risk-adjusted Performance Comparison

Rightime Fund
Balanced Reference Index (50% Lipper/50% Money Market)
Money Market Fund Index

[GRAPHIC WORM CHART TO BE INSERTED BY PRINTER]

Risk-adjusted comparison of change in value of $10,000 investment in the
Rightime Fund, Balanced Reference Index (50% Lipper/50% Money Market),
and Money Market Fund Index.

The Rightime Government Securities Fund
Performance Comparison

The fiscal year ending October 31, 1996 has been difficult for Rightime
Government Securities Fund. The year started off with a significant rise
in long-term interest rates resulting in substantial declines for long-
term treasury prices. The fund, although sustaining losses, avoided a
portion of the principal decline suffered by long-term bonds in general.
After holding steady for most of the summer, bond prices rallied as
rates fell. The initial rise in rates was a result of rising
agricultural and oil prices, a strengthening economy, and tight labor
markets. All contributed to inflationary fears. Those fears were never
realized. As the economy softened in the second half bonds rallied yet
much of the inflation concerns did not subside until much later. The
Rightime Market Model (RTMM(registered trademark)), being a multi factor
model, did not trade on one piece of evidence. However, the bonds did
and we missed much of the late year rally. Our conservative position
did, however, result in a risk level that has been significantly lower
than the average long-term bond. The fund continues to adhere to the
allocations determined by the RTMM.(registered trademark)

- --------------------------------------------------------------------
Average Annual Total Return
- --------------------------------------------------------------------
Since Inception
1 Year 5 Years Jan. 2. 1987
- --------------------------------------------------------------------
-3.33% 3.61% 4.42%
- --------------------------------------------------------------------

Performance Comparison

The "Performance Comparison" chart assesses the Rightime Government
Securities Fund's performance against the Shearson Lehman Hutton U.S.
Treasury Intermediate Index, a broad based fixed income index.

Average annual total returns are historical in nature and measure net
investment income and capital gain or loss from portfolio investments
assuming reinvestment of dividends reflecting the 4.75% sales charge.
(At inception, the Government Securities Fund was no load.)

Performance Comparison

Rightime Government Securities Fund
Shearson Lehman Hutton U.S. Treasury Intermediate Index
Money Market Fund Index

[GRAPHIC WORM CHART TO BE INSERTED BY PRINTER]

Comparison of change in value of $10,000 investment in the Rightime
Government Securities Fund, Shearson Lehman Hutton U.S. Treasury
Intermediate Index and Money Market Fund Index.

October 31, 1996

The Rightime Blue Chip Fund
Performance Comparison

Rightime Blue Chip Fund navigated the difficulties of 1996 well as the
market wavered midyear. January's early cautiousness gave way to the
dual force of favorable interest rates and solid earnings driven by
renewed productivity. Stocks were propelled to record highs. The spring
and early summer reintroduced investors to equity volatility. Economic
strength, rising agricultural and energy prices, and labor tightness all
fueled a rise in inflationary fears. Long-term interest rates vaulted
from just below six percent to over seven by May. Stocks endured a
turbulent period as prices suffered their worst declines in more than
five years. Equities staged a rally, beginning in August that has
continued through November. Under the guidance of the Rightime Market
Model (RTMM(registered trademark)), the fund participated in the year's
early rally then established a conservative position in April. This
allowed the fund to avoid June and July's decline. The fund stayed in
the conservative position as stocks recovered in the late summer and
early fall. The fund established a fully invested position in November
partaking in some of the curent rally. It continues to adhere to the
allocations established by the RTMM.(registered trademark)

- --------------------------------------------------------------------
Average Annual Total Return
- --------------------------------------------------------------------
Since Inception
1 Year 5 Years July 22, 1987
- --------------------------------------------------------------------
6.92% 9.59% 9.29%
- --------------------------------------------------------------------

Performance Comparison

The "Performance Comparison" chart assesses the Rightime Blue Chip
Fund's performance against the S&P 500 Index, an unmanaged index of
common stock prices. The "Risk Adjusted Performance Comparison" more
closely reflects the fund's performance as compared to a consistent risk
level.

The Rightime Blue Chip Fund utilizes a modeled approach to investing
which attempts to minimize risk by moving assets to money market
equivalent investments during periods in which the market appears to be
overvalued. This approach, over full market cycles, tends to invest in
low risk, or money market-like securities approximately half of the
time. In order to provide an equivalent risk level this comparison
assumes that assets are invested half in the S&P 500 Index and half in a
money market fund index. This balanced index approaches the risk level
of each fund that has been in existence for at least one full market
cycle and therefore provides a more meaningful performance comparison.

Performance Comparison

Rightime Blue Chip Fund
S&P 500 Index
Money Market Fund Index

[GRAPHIC WORM CHART TO BE INSERTED BY PRINTER]

Comparison of change in value of $10,000 investment in the Rightime Blue
Chip Fund, S&P 500 Index and Money Market Fund Index.

Risk-adjusted Performance Comparison

Rightime Blue Chip Fund
Balanced Reference Index (50% S&P 500/50% Money Market)
Money Market Fund Index

[GRAPHIC WORM CHART TO BE INSERTED BY PRINTER]

Risk-adjusted comparison of change in value of $10,000 investment in the
Rightime Blue Chip Fund, Balanced Reference Index (50% S&P/50% Money
Market), and Money Market Fund Index.

October 31, 1996

The Rightime
Social Awareness Fund
Performance Comparison

Rightime Social Awareness Fund navigated the difficulties of 1996 well
as the market wavered midyear. January's early cautiousness gave way to
the dual force of favorable interest rates and solid earnings driven by
renewed productivity. Stocks were propelled to record highs. The spring
and early summer reintroduced investors to equity volatility. Economic
strength, rising agriculture and energy prices, and labor tightness all
fueled a rise in inflationary fears. Long-term interest rates vaulted
from just below six percent to over seven by May. Stocks endured a
turbulent period as prices suffered their worst declines in more than
five years. Equities staged a rally, beginning in August that has
continued through November. Under the guidance of the Rightime Market
Model (RTMM(registered trademark)), the fund participated in the year's
early rally then established a conservative position in April. This
allowed the fund to avoid June and July's decline. The fund stayed in
the conservative position as stocks recovered in the late summer and
early fall. The fund established a fully invested position in November
partaking in some of the current rally. It continues to adhere to the
allocations established by the RTMM.(registered trademark)

- --------------------------------------------------------------------
Average Annual Total Return
- --------------------------------------------------------------------
Since Inception
1 Year 5 Year March 1, 1990
- --------------------------------------------------------------------
8.23% 10.25% 8.23%
- --------------------------------------------------------------------

Performance Comparison

The "Performance Comparison" chart assesses the Rightime Social
Awareness Fund's performance against the Lipper Growth Fund Index, a
broad based index. The "Risk Adjusted Performance Comparison" more
closely reflects the fund's performance as compared to a consistent risk
level.

The Social Awareness Fund utilizes a modeled approach to investing which
attempts to minimize risk by moving assets to money market equivalent
investments during periods in which the market appears to be overvalued.
This approach, over full market cycles, tends to invest in low risk, or
money market-like securities approximately half of the time. In order to
provide an equivalent risk level this comparison assumes that assets are
invested half in the Lipper Growth Fund Index and half in a money market
fund index. This balanced index approaches the risk level of each fund
that has been in existence for at least one full market cycle and
therefore provides a more meaningful performance comparison.

Performance Comparison

Rightime Social Awareness Fund
Lipper Growth Fund Index
Money Market Fund Index

[GRAPHIC WORM CHART TO BE INSERTED BY PRINTER]

Comparison of change in value of $10,000 investment in the Rightime
Social Awareness Fund, Lipper Growth Fund Index and Money Market Fund
Index.

Risk-adjusted Performance Comparison

Rightime Social Awareness Fund
Balanced Reference Index (50% Lipper/50% Money Market)
Money Market Fund Index

[GRAPHIC WORM CHART TO BE INSERTED BY PRINTER]

Risk-adjusted comparison of change in value of $10,000 investment in the
Rightime MidCap Fund, Balanced Reference Index (50% Lipper/50% Money
Market), and Money Market Fund Index.

October 31, 1996

The Rightime MidCap Fund
Performance Comparison

Rightime MidCap Fund navigated the difficulties of 1996 well as the
market wavered midyear. January's early cautiousness gave way to the
dual force of favorable interest rates and solid earnings driven by
renewed productivity. Stocks were propelled to record highs. The spring
and early summer reintroduced investors to equity volatility. Economic
strength, rising agricultural and energy prices, and labor tightness all
fueled a rise in inflationary fears. Long-term interest rates vaulted
from just below six percent to over seven by May. Stocks endured a
turbulent period as prices suffered their worst declines in more than
five years. Equities staged a rally, beginning in August that has
continued through November. Under the guidance of the Rightime Market
Model (RTMM(registered trademark)), the fund participated in the year's
early rally then established a conservative position in April. This
allowed the fund to avoid June and July's decline. The fund stayed in
the conservative position as stocks recovered in the late summer and
early fall. The fund established a fully invested position in November
partaking in some of the current rally. It continues to adhere to the
allocations established by the RTMM.(registered trademark)

- --------------------------------------------------------------------
Average Annual Total Return
- --------------------------------------------------------------------
Since Inception
1 Year 5 Years Nov. 11, 1991
- --------------------------------------------------------------------
4.46% N/A 9.64%

Performance Comparison

The "Performance Comparison" chart assesses the Rightime MidCap Fund's
performance against the Lipper Growth Fund Index, a broad based index.
The "Risk Adjusted Performance Comparison" more closely reflects the
fund's performance as compared to a consistent risk level.

The MidCap Fund utilizes a modeled approach to investing which attempts
to minimize risk by moving assets to money market equivalent investments
during periods in which the market appears to be overvalued. This
approach, over full market cycles, tends to invest in low risk, or money
market-like securities approximately half of the time. In order to
provide an equivalent risk level this comparison assumes that assets are
invested half in the Lipper Growth Fund Index and half in a money market
fund index. This balanced index approaches the risk level of each fund
that has been in existence for at least one full market cycle and
therefore provides a more meaningful performance comparison.

Performance Comparison

Rightime MidCap Fund
Lipper Growth Fund Index
Money Market Fund Index

[GRAPHIC WORM CHART TO BE INSERTED BY PRINTER]

Comparison of change in value of $10,000 investment in the Rightime
MidCap Fund, Lipper Growth Fund Index and Money Market Fund Index.

Risk-adjusted Performance Comparison

Rightime MidCap Fund
Balanced Reference Index (50% Lipper/50% Money Market)
Money Market Fund Index

[GRAPHIC WORM CHART TO BE INSERTED BY PRINTER]

Risk-adjusted comparison of change in value of $10,000 investment in the
Rightime MidCap Fund, Balanced Reference Index (50% Lipper/50% Money
Market), and Money Market Fund Index.

Officers and Directors
of The Rightime Fund, Inc.
- -----------------------------------------------------------------------
Name Principal Occupation
and Address Position and Office During the past five years
- ----------------- ---------------------- --------------------------
David J. Rights* Chairman of the Board, President of Rightime
1095 Rydal Road President, and Econometrics, Inc., a
Rydal, PA 19046 Treasurer registered investment
advisor. Consultant
to and registered
representative of Lincoln
Investment Planning, Inc.,
a registered investment
advisor and broker dealer.

Edward S. Forst Sr.* Director,
The Forst Pavilion Vice-President Chairman of the Board,
218 Glenside Avenue and Secretary Lincoln Investment Planning
Wyncote, PA 19095 Inc., a registered
investment advisor
and broker dealer.

Francis X. Barrett Director Director and Member of the
Reading, PA 19805 Finance and
Pension Committee, Sacred
Heart Hospital, Formerly,
Executive Director,
National Catholic Education
Association, Pastor, Church
of Holy Guardian Angels,
Reading, PA.

Dr. Winifred L. Director Superintendent of Schools,
Tillery Camden County, New Jersey.
Mt. Laurel, NJ
08054

Dr. Carol A. Wacker Director Former Assistant
Encinitas, CA 92024 Superintendent for Senior
High Schools, the
Philadelphia School
District.

- ------------
* "Interested" director as defined
in the Investment Company Act
of 1940 (the "1940 ACT").

The Rightime Family of Funds

The Forst Pavilion
218 Glenside Ave.
Wyncote, PA 19095-1594

Client Services Department

215-887-8111, Press 1
800-242-1421

Administrator

Rightime Administrators Inc.
The Forst Pavilion
218 Glenside Ave.
Wyncote, PA 19095-1594

Investment Advisor

Rightime Econometrics Inc.
1095 Rydal Road
Rydal, PA 19046

Distributor

Lincoln Investment Planning, Inc.
The Forst Pavilion
218 Glenside Ave.
Wyncote, PA 19095-1595

Custodian

CoreStates Bank N.A.
Broad & Chestnut Streets
Philadelphia, PA 19101

Transfer Agent

Lincoln Investment Planning, Inc.
The Forst Pavilion
218 Glenside Ave.
Wyncote, PA 19095-1595

Legal Counsel

Stradley, Ronon, Stevens & Young
2600 One Commerce Square
Philadelphia, PA 19103

Auditors

Tait, Weller & Baker
Two Penn Center, Suite 700
Philadelphia, PA 19102

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