BENHAM GOVERNMENT INCOME TRUST
N-30D, 1995-11-22
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                              BENHAM U.S. TREASURY
                             AND AGENCY BOND FUNDS


                     Semiannual Report * September 30, 1995




                              [picture of the U.S.
                               Capitol building]





                      Short-Term Treasury and Agency Fund
                               Treasury Note Fund
                       Long-Term Treasury and Agency Fund



                        [company logo] The Benham Group
              Part of the Twentieth Century Family of Mutual Funds


<PAGE>
                                    CONTENTS

   U.S. ECONOMIC REVIEW.................................  1

   MARKET SUMMARY.......................................  2

   SHORT-TERM TREASURY AND AGENCY FUND
   Performance Information..............................  4
   Performance Comparison & Portfolio Information.......  5
   Management Discussion & Portfolio Composition........  6
   Financial Highlights..................................21
   Financial Statements and Notes........................24
   Schedule of Investments...............................32

   TREASURY NOTE FUND
   Performance Information..............................  8
   Performance Comparison & Portfolio Information.......  9
   Management Discussion & Portfolio Composition.........10
   Financial Highlights..................................22
   Financial Statements and Notes........................24
   Schedule of Investments...............................33

   LONG-TERM TREASURY AND AGENCY FUND
   Performance Information...............................12
   Performance Comparison & Portfolio Information........13
   Management Discussion & Portfolio Composition.........14
   Financial Highlights..................................23
   Financial Statements and Notes........................24
   Schedule of Investments...............................34

   INVESTMENT FUNDAMENTALS
   Definitions...........................................16
   Portfolio Sensitivity Measures........................18
   The Yield Curve.......................................19
   Yield Spreads and Callability.........................20


<PAGE>
                              U.S. ECONOMIC REVIEW
                                 JAMES M. BENHAM       [photo of James
                              Chairman of the Board        M. Benham]

Lower-than-expected  inflation  during the 12 months ended  September  30, 1995,
helped generate  optimism in the U.S.  financial  markets.  U.S.  inflation,  as
measured by the consumer  price index,  increased at an annual rate of just 2.5%
during  the  12-month  period.  Corporate  mergers,  downsizing  and  global job
competition kept labor costs low, and  technological  advances made U.S. workers
more efficient, boosting U.S. productivity to a 10-year high.

[line graph data described below]

Slow economic growth also  contributed  significantly to the low inflation rate.
The Federal  Reserve (the Fed) achieved its goal of slow economic growth and low
inflation,  the so-called  "soft  landing." The Fed raised  short-term  interest
rates seven times from  February  1994 to  February  1995 (see the  accompanying
graph) to slow the economy  and prevent  inflation.  The higher  interest  rates
caused  slowdowns in auto,  home and retail sales in the first  quarter of 1995.
Growth was even  slower in the second  quarter.  U.S.  employment  suffered  the
biggest monthly jobs decline in four years, and industrial  production  declined
for three consecutive  months. As a result,  real annual growth was just 1.3% in
the second quarter.

Economic  weakness was so  pronounced by the summer of 1995 that the Fed reduced
interest  rates in early July.  The Fed lowered the target for the federal funds
rate from 6.00% to 5.75%, its first rate cut since September 1992.  Despite this
action,  economic  signals  remained mixed through the third  quarter.  Signs of
strength  appeared  in the  housing  and  manufacturing  sectors,  but  consumer
confidence  ebbed and retail sales  lagged.  As a result,  the Fed left interest
rates unchanged in August and September.

Despite a strong preliminary economic growth estimate for the third quarter, the
jury is still out  regarding  the strength of the U.S.  economy.  Many  analysts
project that the economy could  experience  its smallest  fourth-quarter  growth
rate since 1991.  If tangible  signs of economic  weakness  (such as low holiday
season  sales  figures)  appear and Congress and  President  Clinton  agree on a
meaningful budget deficit-reduction plan (one that would cut government spending
and therefore  inhibit  economic  growth),  the Fed may cut short-term  interest
rates again before the end of the year.

[graph data]
                  Discount Rate             Fed Funds Rate
Oct-91            5                         5.21
Nov-91            4.5                       4.81
Dec-91            3.5                       4.43
Jan-92            3.5                       4.03
Feb-92            3.5                       4.06
Mar-92            3.5                       3.98
Apr-92            3.5                       3.73
May-92            3.5                       3.82
Jun-92            3.5                       3.76
Jul-92            3                         3.25
Aug-92            3                         3.3
Sep-92            3                         3.22
Oct-92            3                         3.1
Nov-92            3                         3.09
Dec-92            3                         2.92
Jan-93            3                         3.02
Feb-93            3                         3.03
Mar-93            3                         3.07
Apr-93            3                         2.96
May-93            3                         3
Jun-93            3                         3.04
Jul-93            3                         3.06
Aug-93            3                         3.03
Sep-93            3                         3.09
Oct-93            3                         2.99
Nov-93            3                         3.02
Dec-93            3                         2.96
Jan-94            3                         3.05
Feb-94            3                         3.25
Mar-94            3                         3.34
Apr-94            3                         3.56
May-94            3.5                       4.01
Jun-94            3.5                       4.25
Jul-94            3.5                       4.26
Aug-94            4                         4.47
Sep-94            4                         4.73
Oct-94            4                         4.76
Nov-94            4.75                      5.29
Dec-94            4.75                      5.45
Jan-95            4.75                      5.53
Feb-95            5.25                      5.92
Mar-95            5.25                      5.98
Apr-95            5.25                      6.05
May-95            5.25                      6.01
Jun-95            5.25                      5.98
Jul-95            5.25                      5.77
Aug-95            5.25                      5.75
Sep-95            5.25                      5.8
Oct-95            5.25                      5.97

1
<PAGE>
                                 MARKET SUMMARY
                      TREASURY AND GOVT. AGENCY SECURITIES
          by Dave Schroeder, Vice President & Senior Portfolio Manager

NOTE:  The terms  marked  with an  asterisk  (*) are  defined in the  Investment
Fundamentals section (pages 16-20).

Treasury Market Overview

U.S.  Treasury  securities  rallied as interest  rates  declined  throughout the
six-month  period ended  September 30, 1995. The bond rally was due primarily to
changing economic and inflationary  conditions (see page 1), which led to market
expectations of a more accommodative Fed monetary policy. Increased demand and a
strengthening dollar also had a positive impact on the Treasury market.

[line graph described below]

In the second  quarter,  the driving  force behind the bond market rally was the
slowing U.S. economy. Economic growth was weak enough to spark speculation about
a possible  recession.  With inflation  remaining subdued,  Treasury  securities
enjoyed significant price appreciation during the second quarter. In particular,
bonds  rallied  substantially  in mid-June and again in early July as the market
anticipated  an interest rate cut by the Fed at its July meeting.  The prices of
intermediate-term  Treasury  securities  peaked during the second quarter,  with
their yields falling to their lowest levels so far this year.  For example,  the
five-year Treasury note yield bottomed at 5.74% during the first week of July.

After the Fed lowered  short-term  interest  rates as expected in July,  several
strong  economic  reports erased all thoughts of a recession and caused Treasury
yields to retrace some of their  declines from earlier in the year. As the third
quarter wore on,  mixed  signals  about the strength of the U.S.  economy led to
some  volatility  in the  Treasury  market,  but  for  the  most  part  Treasury
securities  resumed  their rally.  The prices of long-term  Treasury  securities
gained  slightly  during the third quarter,  while short- and  intermediate-term
Treasuries suffered slight price declines.

The Treasury market got a boost from increased demand during the period. A surge
in the U.S.  dollar's value relative to major foreign  currencies,  particularly
the Japanese yen, reflected increased foreign purchases of U.S. dollars. Foreign
investors  typically  invest  these  dollars  in  short-  and  intermediate-term
Treasury securities.

[graph data] 
                 3/31/95           9/30/95
1                 6.482             5.674
2                 6.778             5.851
3                 6.886             5.914
4                 6.9765            5.9645
5                 7.067             6.015
6                 7.1005            6.0545
7                 7.134             6.094
8                 7.1533            6.122
9                 7.1727            6.15
10                7.192             6.178
11                7.2039            6.1943
12                7.2158            6.2106
13                7.2277            6.2269
14                7.2396            6.2432
15                7.2515            6.2595
16                7.2634            6.2758
17                7.2753            6.2921
18                7.2872            6.3084
19                7.2991            6.3247
20                7.311             6.341
21                7.3229            6.3573
22                7.3348            6.3736
23                7.3467            6.3899
24                7.3586            6.4062
25                7.3705            6.4225
26                7.3824            6.4388
27                7.3943            6.4551
28                7.4062            6.4714
29                7.4181            6.4877
30                7.43              6.504


2
<PAGE>
                                 MARKET SUMMARY
                      TREASURY AND GOVT. AGENCY SECURITIES
                       (Continued from the previous page)

Demand for long-term Treasury  securities came from portfolio managers investing
in  mortgage-backed  securities  and  corporate  bonds.  The  steady  decline in
interest  rates  led  to  concerns  about  increased   refinancing  activity  by
homeowners and corporations  looking for lower borrowing  rates.  Concerns about
mortgage  prepayments  and bond calls* caused the durations* of  mortgage-backed
securities  and  corporate  bonds to shorten,  so portfolio  managers  purchased
long-term  Treasury  securities  to  offset  the  decline  in their  portfolios'
durations.

The drop in Treasury  yields during the six-month  period was consistent  across
the  maturity  spectrum,  and this  caused the  Treasury  yield  curve* to shift
downward  (see the graph on page 2). The  flatness of the yield  curve  suggests
that the Treasury market has priced in further interest rate cuts by the Fed. At
the  beginning of 1995,  the two-year  Treasury note yield was 200 basis points*
higher  than the  three-month  Treasury  bill  yield;  as of  September  30, the
difference was just 45 basis points.

Treasury Securities vs. Agency Securities

Yield spreads* between Treasury and government agency securities narrowed during
the six-month period. Yield spreads were relatively steady during the first half
of 1995, but volatility in the Treasury market led to yield spread  fluctuations
in the third quarter.

Agency yields typically track the movements of Treasury yields, but agencies can
lag behind  sudden  rallies in the Treasury  market.  As a result,  the Treasury
rally in mid-June caused spreads to widen  somewhat,  but the subsequent rise in
Treasury  yields in July,  as well as  reduced  Treasury  volatility  during the
remainder of the third quarter, led to narrower yield spreads.

[line graph described below]

[graph data]
                  Treasury                  Agency
1                 5.69                      5.951
2                 5.867                     6.031
3                 5.931                     6.126
4                 5.98                      6.226
5                 6.029                     6.245
6                 6.062                     6.303
7                 6.094                     6.36
8                 6.126                     6.41
9                 6.158                     6.46
10                6.19                      6.51
11                6.206                     6.531
12                6.222                     6.552
13                6.238                     6.574
14                6.254                     6.595
15                6.27                      6.616
16                6.286                     6.637
17                6.302                     6.658
18                6.318                     6.68
19                6.334                     6.701
20                6.35                      6.722
21                6.366                     6.743
22                6.382                     6.764
23                6.398                     6.786
24                6.414                     6.807
25                6.43                      6.828
26                6.446                     6.849
27                6.462                     6.87
28                6.477                     6.892
29                6.493                     6.913
30                6.509                     6.934

3
<PAGE>
                        SHORT-TERM TREASURY & AGENCY FUND
                             PERFORMANCE INFORMATION
                      For Periods Ended September 30, 1995

                
     Net Asset        30-Day              Average Annual Total Returns 
    Value Range         SEC     ------------------------------------------------
 (4/1/95-9/30/95)      Yield      1 Year     3 Years    5 Years   Life of Fund
                                ------------------------------------------------
    $9.74-$9.91        5.48%       7.40%      4.26%       N/A        4.28%

The Fund commenced operations on September 8, 1992.

PLEASE NOTE:  Yields and total returns are based on historical Fund  performance
and do not guarantee  future results.  The Fund's share price,  yields and total
returns will vary, so that shares, when redeemed, may be worth more or less than
their original cost.

                             PERFORMANCE DEFINITIONS

Net Asset Value (NAV) Range  indicates the Fund's share price movements over the
stated period and can be used to gauge the stability of the Fund's share price.

Yields are a way of showing the rate of income the Fund earns on its investments
as a  percentage  of its  share  price.  The  30-Day  SEC Yield  represents  net
investment  income  earned by the Fund  over a 30-day  period,  expressed  as an
annualized  percentage  rate based on the Fund's  share  price at the end of the
30-day  period.  The SEC yield  should be  regarded as an estimate of the Fund's
rate of  investment  income,  and it may not  equal  the  Fund's  actual  income
distribution  rate, the income paid to a  shareholder's  account,  or the income
reported in the Fund's financial statements.

Total Return figures show the overall  dollar or percentage  change in the value
of a  hypothetical  investment  in the Fund and  assume  that all of the  Fund's
distributions  are  reinvested.  Average  Annual Total  Returns  illustrate  the
annually compounded returns that would have produced the Fund's cumulative total
returns if the Fund's  performance  had been  constant  over the entire  period.
Average annual total returns smooth out variations in a fund's return;  they are
not the same as year-by-year  results.  For fiscal  year-by-year  total returns,
please refer to the Fund's "Financial Highlights" on page 21.

Dividends:  All income  dividends  distributed by the Fund during the six months
ended  September 30, 1995,  came from net income on direct  investments  in U.S.
Treasury and agency  securities.  Interest  income from these  securities is not
subject to state and local taxes in many states.

                        SIX-MONTH TOTAL RETURN BREAKDOWN
                     For the Period Ended September 30, 1995

             % From            % From Asset            Six-Month
             Income      +     Appreciation      =   Total Return

              2.84%      +         1.41%         =       4.25%

4
<PAGE>
                        SHORT-TERM TREASURY & AGENCY FUND
                           SEC PERFORMANCE COMPARISON
     Comparative Performance of $10,000 Invested on 9/30/92 in the Fund and
      in the Lehman Brothers, Inc. 1- to 3-Year Government Securities Index
                                  [line graph]

[graph data]
                  Index             Fund
Sep-92            10000             10000
Oct-92            9943              9930
Nov-92            9928              9895
Dec-92            10021             9992
Jan-93            10126             10110
Feb-93            10206             10205
Mar-93            10238             10247
Apr-93            10300             10312
May-93            10275             10280
Jun-93            10352             10355
Jul-93            10374             10365
Aug-93            10460             10449
Sep-93            10494             10479
Oct-93            10517             10486
Nov-93            10519             10485
Dec-93            10561             10524
Jan-94            10626             10586
Feb-94            10561             10520
Mar-94            10508             10468
Apr-94            10468             10425
May-94            10482             10445
Jun-94            10509             10465
Jul-94            10603             10549
Aug-94            10638             10573
Sep-94            10614             10552
Oct-94            10638             10575
Nov-94            10593             10524
Dec-94            10614             10540
Jan-95            10758             10671
Feb-95            10904             10817
Mar-95            10965             10871
Apr-95            11063             10953
May-95            11252             11123
Jun-95            11313             11186
Jul-95            11358             11217
Aug-95            11426             11282
Sep-95            11482             11333

Past  performance  does not guarantee future results.

We have  selected  the  Lehman  Brothers,  Inc.  One- to  Three-Year  Government
Securities  Index to serve as the comparative  index for the Fund.  Although the
investment  characteristics  of the Index are similar to those of the Fund,  the
securities  owned by the Fund and those  composing  the  Index are  likely to be
different,  and securities that the Fund and the Index have in common are likely
to have different  weightings in the  respective  portfolios.  Investors  cannot
invest directly in the Index.

PLEASE NOTE: The line  representing  the Fund's total return includes  operating
expenses (such as transaction  costs and management  fees) that reduce  returns,
while the Index's total return line does not.

                          LIPPER PERFORMANCE COMPARISON

Lipper  Analytical  Services  (Lipper) is an  independent  mutual  fund  ranking
service  located in Summit,  NJ.  Rankings  are based on  average  annual  total
returns for the  periods  ended  9/30/95  for the funds in Lipper's  "Short U.S.
Treasury Funds" category.
                                         1 Year         3 Years

         The Fund`s Total Return:        7.40%          4.26%
         Category Average Total Return:  7.86%          4.37%
         The Fund`s Ranking:             11 out of 17   5 out of 8

Total returns are based on historical  performance  and do not guarantee  future
results.

                            KEY PORTFOLIO STATISTICS

                                    9/30/95             3/31/95

         Market Value:              $35,029,918         $45,380,628
         Number of Issues:          7                   9
         Average Maturity:          1.84 years          1.74 years
         Average Coupon:            6.15%               7.33%
         Average Duration:          1.63 years          1.55 years

For definitions of these terms, see page 17.


5
<PAGE>
                        SHORT-TERM TREASURY & AGENCY FUND
                              MANAGEMENT DISCUSSION
         with Dave Schroeder, Vice President & Senior Portfolio Manager

NOTE:  The terms  marked  with an  asterisk  (*) are  defined in the  Investment
Fundamentals section (pages 16-20).

Q:       How did the Fund perform?

A:       Like most  fixed-income  funds,  the Fund  benefited from the 1995 bond
         rally,  but its  performance  lagged behind that of its peers.  For the
         one-year  period ended  September 30, 1995, the Fund's total return was
         7.40%,  compared to the 7.86%  average total return for the 17 funds in
         Lipper's "Short U.S. Treasury Funds" category over the same period. The
         Fund's total  return for the  six-month  period ended  September 30 was
         4.25%.  (See page 4 for more total  return  information  and page 5 for
         more Lipper performance comparisons.)

         The Fund  underperformed  the Lipper average over the past year because
         it is more conservatively positioned than most of the funds in its peer
         group. The Fund's average maturity*  typically hovers around two years,
         while many of its peers have average  maturities  of about three years.
         As a result,  the Fund tends to  outperform  the category  average in a
         declining  market (such as in 1994), but the Fund's return tends to lag
         behind that of its peers during market rallies (such as in 1995).

Q:       How was the Fund positioned over the past six months?

A:       We remained  slightly  defensive in the second quarter  because of some
         lingering  uncertainty about economic and inflationary  conditions.  We
         kept the Fund's  duration*  about 5% shorter  than the  duration of its
         benchmark,  the Lehman  Brothers,  Inc. One- to  Three-Year  Government
         Securities  Index.  However,  when it became  clear  that the  economic
         environment was changing, we shifted our strategy. We took advantage of
         the brief market  correction in July to extend the Fund's  duration out
         to a neutral position  relative to its benchmark (about 1.6 years).  We
         maintained  this  neutral  position  through  the end of the  six-month
         period.

                     PORTFOLIO COMPOSITION BY SECURITY TYPE
                                  [pie charts]

[graph data]                        [graph data]         
9/30/95                             3/31/95              
Treasury Notes: 66.3%               Treasury Notes: 68.2%
Agency Notes: 33.7%                 Agency Notes: 31.8%  
                                    
For  definitions of these security  types,  see page 16. The  composition of the
Fund's portfolio may change over time.

6
<PAGE>
                        SHORT-TERM TREASURY & AGENCY FUND
                              MANAGEMENT DISCUSSION
                       (Continued from the previous page)

Q:       Did the Fund's position in agency  securities change much over the past
         six months?

A:       Not really.  The Fund's agency holdings  fluctuated between 30% and 40%
         of the Fund's portfolio during the period. We're currently near the low
         end of that range because of narrow yield spreads*  between  short-term
         Treasury and agency  securities,  but the Fund's agency position was as
         high as 40% in June when widening  spreads made agency  securities more
         attractive.  We  reduced  the Fund's  agency  holdings  in August  when
         spreads began to narrow.

Q:       Why is the Fund's  entire  agency  position  in Federal  Home Loan Bank
         (FHLB) securities?

A:       There wasn't any specific  strategy  involved in  purchasing  only FHLB
         securities.  We simply  believed  that the  Fund's  FHLB  holdings  had
         attractive   total   return   characteristics.   Supply   was   also  a
         factor--among   government   agencies   that  issue  state   tax-exempt
         securities, FHLB has the most debt outstanding, and FHLB securities are
         actively traded in the secondary market.

Q:       Looking  ahead,  what are  your  plans  for the Fund  over the next six
         months?

A:       We plan to  maintain  the Fund's  current  neutral  position.  Economic
         conditions  continue to be favorable for bonds, but we believe that the
         short-term  Treasury  market has  already  priced in the best  possible
         outcome in terms of economic growth,  inflation and the federal budget.
         Increased  supply  from  upcoming  Treasury  auctions  could also weigh
         heavily on the short-term Treasury market. In this environment, we feel
         that a somewhat defensive position is warranted for the Fund.  However,
         if the  two-year  Treasury  note yield  climbs back to the  5.75%-6.00%
         level  (from its  current  5.50%),  we will look to extend  the  Fund's
         duration.

                         COMPOSITION OF AGENCY HOLDINGS
                                  [pie charts]

[graph data]                                [graph data]   
9/30/95                                     3/31/95      
FHLB: 100%                                  TVA: 40.7%   
                                            SLMA: 35.3%  
                                            FHLB: 24.0%  

FHLB = Federal Home Loan Bank             TVA = Tennessee Valley Authority
              SLMA = Student Loan Marketing Association


7
<PAGE>
                               TREASURY NOTE FUND
                             PERFORMANCE INFORMATION
                      For Periods Ended September 30, 1995

                 
     Net Asset        30-Day              Average Annual Total Returns
    Value Range         SEC     ------------------------------------------------
 (4/1/95-9/30/95)      Yield      1 Year      3 Years    5 Years    10 Years
                                ------------------------------------------------
   $10.01-$10.33       5.66%       9.62%       4.86%      7.94%       8.38%

The Fund commenced operations on May 16, 1980.

PLEASE NOTE:  Yields and total returns are based on historical Fund  performance
and do not guarantee  future results.  The Fund's share price,  yields and total
returns will vary, so that shares, when redeemed, may be worth more or less than
their original cost.

                             PERFORMANCE DEFINITIONS

Net Asset Value (NAV) Range  indicates the Fund's share price movements over the
stated  period and can be used to gauge the stability of the Fund's share price.

Yields are a way of showing the rate of income the Fund earns on its investments
as a  percentage  of its  share  price.  The  30-Day  SEC Yield  represents  net
investment  income  earned by the Fund  over a 30-day  period,  expressed  as an
annualized  percentage  rate based on the Fund's  share  price at the end of the
30-day  period.  The SEC yield  should be  regarded as an estimate of the Fund's
rate of  investment  income,  and it may not  equal  the  Fund's  actual  income
distribution  rate, the income paid to a  shareholder's  account,  or the income
reported in the Fund's  financial  statements.  

Total Return figures show the overall  dollar or percentage  change in the value
of a  hypothetical  investment  in the Fund and  assume  that all of the  Fund's
distributions  are  reinvested.  Average  Annual Total  Returns  illustrate  the
annually compounded returns that would have produced the Fund's cumulative total
returns if the Fund's  performance  had been  constant  over the entire  period.
Average annual total returns smooth out variations in a fund's return;  they are
not the same as year-by-year  results.  For fiscal  year-by-year  total returns,
please refer to the Fund's "Financial Highlights" on page 22.

Dividends:  All income  dividends  distributed by the Fund during the six months
ended  September 30, 1995,  came from net income on direct  investments  in U.S.
Treasury  securities.  Interest  income from these  securities is not subject to
state and local taxes in many states.

                        SIX-MONTH TOTAL RETURN BREAKDOWN
                     For the Period Ended September 30, 1995

             % From            % From Asset            Six-Month
             Income      +     Appreciation      =   Total Return

              2.89%      +         3.03%         =       5.92%



8
<PAGE>
                               TREASURY NOTE FUND
                           SEC PERFORMANCE COMPARISON
     Comparative Performance of $10,000 Invested on 10/1/85 in the Fund and
    in the Merrill Lynch 1- to 10-Year Intermediate-Term U.S. Treasury Index
                                  [line graph]

[graph data]
                  Index             Fund
Sep-85            10000             10000
Dec-85            10578             10818
Mar-86            11211             11795
Jun-86            11393             11855
Sep-86            11690             12142
Dec-86            11974             12508
Mar-87            12097             12574
Jun-87            12023             12168
Sep-87            11853             11696
Dec-87            12409             12369
Mar-88            12799             12776
Jun-88            12918             12844
Sep-88            13120             12997
Dec-88            13195             13019
Mar-89            13335             13131
Jun-89            14220             14007
Sep-89            14381             14119
Dec-89            14857             14572
Mar-90            14838             14525
Jun-90            15296             14969
Sep-90            15589             15264
Dec-90            16269             15913
Mar-91            16610             16209
Jun-91            16895             16458
Sep-91            17692             17244
Dec-91            18544             18100
Mar-92            18351             17817
Jun-92            19055             18542
Sep-92            19905             19395
Dec-92            19831             19288
Mar-93            20581             20019
Jun-93            20984             20402
Sep-93            21440             20805
Dec-93            21458             20814
Mar-94            21064             20389
Jun-94            20958             20238
Sep-94            21114             20398
Dec-94            21093             20326
Mar-95            21973             21110
Jun-95            23010             22042
Sep-95            23370             22360

Past  performance  does not guarantee future results.

We have  selected  the  Merrill  Lynch One- to Ten-Year  Intermediate-Term  U.S.
Treasury  Index to serve as the  comparative  index for the Fund.  Although  the
investment  characteristics  of the Index are similar to those of the Fund,  the
securities  owned by the Fund and those  composing  the  Index are  likely to be
different,  and securities that the Fund and the Index have in common are likely
to have different  weightings in the  respective  portfolios.  Investors  cannot
invest directly in the Index.

PLEASE NOTE: The line  representing  the Fund's total return includes  operating
expenses (such as transaction  costs and management  fees) that reduce  returns,
while the Index's total return line does not.

                          LIPPER PERFORMANCE COMPARISON

Lipper  Analytical  Services  (Lipper) is an  independent  mutual  fund  ranking
service  located in Summit,  NJ.  Rankings  are based on  average  annual  total
returns for the periods  ended  9/30/95 for the funds in Lipper's  "Intermediate
U.S. Treasury Funds" category.

                           1 Year        3 Years       5 Years      10 Years

The Fund`s Total Return:   9.62%         4.86%         7.94%        8.38%
Category Average
      Total Return:        10.54%        5.58%         8.33%        8.38%
The Fund`s Ranking:        12 out of 16  6 out of 6    4 out of 4   1 out of 1

Total returns are based on historical  performance  and do not guarantee  future
results.

                            KEY PORTFOLIO STATISTICS

                                    9/30/95             3/31/95

         Market Value:              $304,340,348        $300,857,539
         Number of Issues:          13                  13
         Average Maturity:          3.69 years          3.52 years
         Average Coupon:            6.89%               7.02%
         Average Duration:          3.02 years          2.72 years

For definitions of these terms, see page 17.


9
<PAGE>
                               TREASURY NOTE FUND
                              MANAGEMENT DISCUSSION
         with Dave Schroeder, Vice President & Senior Portfolio Manager

NOTE:  The terms  marked  with an  asterisk  (*) are  defined in the  Investment
Fundamentals section (pages 16-20).

Q:       How did the Fund perform?

A:       Like most  fixed-income  funds,  the Fund  benefited from the 1995 bond
         rally,  but its  performance  lagged behind that of its peers.  For the
         one-year  period ended  September 30, 1995, the Fund's total return was
         9.62%,  compared to the 10.54% average total return for the 16 funds in
         Lipper's  "Intermediate  U.S.  Treasury  Funds"  category over the same
         period.  The  Fund's  total  return  for  the  six-month  period  ended
         September 30 was 5.92%.  (See page 8 for more total return  information
         and page 9 for more Lipper performance comparisons.)

         The Fund  underperformed  the Lipper average over the past year because
         it is more conservatively positioned than most of the funds in its peer
         group. The Fund's average maturity* typically hovers around four years,
         while many of its peers have  average  maturities  of 5-10 years.  As a
         result,  the  Fund  tends  to  outperform  the  category  average  in a
         declining  market (such as in 1994), but the Fund's return tends to lag
         behind that of its peers during market rallies (such as in 1995).

Q:       How was the Fund positioned over the past six months?

A:       We remained  slightly  defensive in the second quarter  because of some
         lingering  uncertainty about economic and inflationary  conditions.  We
         kept the Fund's  duration*  about 5% shorter  than the  duration of its
         benchmark,  the Merrill Lynch One- to Ten-Year  Intermediate-Term  U.S.
         Treasury  Index.  However,  when it  became  clear  that  the  economic
         environment was changing, we shifted our strategy. In June, we extended
         the Fund's  average  maturity and  duration  out to a neutral  position
         relative to its benchmark. We achieved this neutral position by

                        PORTFOLIO COMPOSITION BY MATURITY
                                  [pie charts]

[graph data]                       [graph data]      
9/30/95                            3/31/95           
1-3 Years: 47.2%                   1-3 Years: 49.4%  
3-5 Years: 33.8%                   3-5 Years: 43.3%  
5-7 Years: 6.3%                    7-10 Years: 4.0%  
7-10 Years: 7.8%                   10-30 Years: 3.3% 
10-30 Years: 4.9%                  

The Fund invests  primarily in U.S.  Treasury notes. The Fund's weighted average
portfolio maturity is typically one to ten years.

The composition of the Fund's portfolio may change over time.


10
<PAGE>
                               TREASURY NOTE FUND
                              MANAGEMENT DISCUSSION
                       (Continued from the previous page)

         adding five- to seven-year  Treasury notes to the Fund's portfolio.  We
         maintained the Fund's neutral position through the end of the six-month
         period.

Q:       In the  last  Fund  report  in  March,  you  mentioned  that  you  were
         structuring  the Fund's  portfolio  to take  advantage  of a flattening
         Treasury yield curve.* Can you elaborate on this structure?

A:       In May, we  purchased a  combination  of  one-year  Treasury  notes and
         23-year  STRIPS.* This barbell  structure* was designed to maximize the
         Fund's  yield  and  price  appreciation  in a  flattening  yield  curve
         environment.  The Fund's portfolio  remained in this structure  through
         the end of September.

Q:       Looking  ahead,  what are  your  plans  for the Fund  over the next six
         months?

A:       We plan to  maintain  the Fund's  current  neutral  position.  Economic
         conditions  continue to be favorable for bonds, but we believe that the
         intermediate-term  Treasury  market  has  already  priced  in the  best
         possible outcome in terms of economic growth, inflation and the federal
         budget. In this  environment,  we feel that the Fund's neutral position
         is somewhat  defensive.  However, if the five-year Treasury note climbs
         back to the 6.00%-6.40% level (from its current 5.70%), we will look to
         extend the Fund's duration.

         We have changed the Fund's  structure  since the end of the period.  In
         mid-October,  we locked in the gains  earned from our barbell  strategy
         and shifted the Fund's portfolio into a bullet structure* by purchasing
         four-year Treasury notes. This benefited the Fund as the Treasury yield
         curve  steepened in late October.  We expect the yield curve to steepen
         further through the end of the year.

                     PORTFOLIO COMPOSITION BY SECURITY TYPE
                                  [pie charts]

[graph data]                        [graph data]         
9/30/95                             3/31/95              
Treasury Notes: 95.1%               Treasury Notes: 96.7%
Treasury Bonds: 3.5%                Treasury Bonds: 3.3% 
STRIPS: 1.4%                        

For  definitions of these security  types,  see page 16. 

The composition of the Fund's portfolio may change over time.

11
<PAGE>
                        LONG-TERM TREASURY & AGENCY FUND
                             PERFORMANCE INFORMATION
                      For Periods Ended September 30, 1995

                
     Net Asset        30-Day              Average Annual Total Returns
    Value Range         SEC     ------------------------------------------------
 (4/1/95-9/30/95)      Yield      1 Year      3 Years    5 Years Life of Fund
                                ------------------------------------------------
    $9.10-$9.98        6.21%       21.57%       8.89%      N/A        8.32%

The Fund commenced operations on September 8, 1992.

PLEASE NOTE:  Yields and total returns are based on historical Fund  performance
and do not guarantee  future results.  The Fund's share price,  yields and total
returns will vary, so that shares, when redeemed, may be worth more or less than
their original cost.

                             PERFORMANCE DEFINITIONS

Net Asset Value (NAV) Range  indicates the Fund's share price movements over the
stated  period and can be used to gauge the stability of the Fund's share price.

Yields are a way of showing the rate of income the Fund earns on its investments
as a  percentage  of its  share  price.  The  30-Day  SEC Yield  represents  net
investment  income  earned by the Fund  over a 30-day  period,  expressed  as an
annualized  percentage  rate based on the Fund's  share  price at the end of the
30-day  period.  The SEC yield  should be  regarded as an estimate of the Fund's
rate of  investment  income,  and it may not  equal  the  Fund's  actual  income
distribution  rate, the income paid to a  shareholder's  account,  or the income
reported in the Fund's  financial  statements.  

Total Return figures show the overall  dollar or percentage  change in the value
of a  hypothetical  investment  in the Fund and  assume  that all of the  Fund's
distributions  are  reinvested.  Average  Annual Total  Returns  illustrate  the
annually compounded returns that would have produced the Fund's cumulative total
returns if the Fund's  performance  had been  constant  over the entire  period.
Average annual total returns smooth out variations in a fund's return;  they are
not the same as year-by-year  results.  For fiscal  year-by-year  total returns,
please refer to the Fund's "Financial Highlights" on page 23.

Dividends:  All income  dividends  distributed by the Fund during the six months
ended  September 30, 1995,  came from net income on direct  investments  in U.S.
Treasury and agency  securities.  Interest  income from these  securities is not
subject to state and local taxes in many states.

                        SIX-MONTH TOTAL RETURN BREAKDOWN
                     For the Period Ended September 30, 1995

             % From            % From Asset            Six-Month
             Income      +     Appreciation      =   Total Return

              3.12%      +         9.77%         =      12.89%
 

12
<PAGE>
                        LONG-TERM TREASURY & AGENCY FUND
                           SEC PERFORMANCE COMPARISON
     Comparative Performance of $10,000 Invested on 9/30/92 in the Fund and
       in the Lehman Brothers, Inc. Long-Term Government Securities Index
                                  [line graph]

[graph data]
                  Index                     Fund
Sep-92            10000                     10000
Oct-92            9790                      9774
Nov-92            9835                      9854
Dec-92            10108                     10110
Jan-93            10396                     10385
Feb-93            10749                     10773
Mar-93            10775                     10767
Apr-93            10855                     10828
May-93            10891                     10852
Jun-93            11354                     11320
Jul-93            11544                     11538
Aug-93            12020                     12080
Sep-93            12059                     12114
Oct-93            12148                     12221
Nov-93            11834                     11877
Dec-93            11870                     11894
Jan-94            12154                     12184
Feb-94            11656                     11605
Mar-94            11143                     11076
Apr-94            11010                     10895
May-94            10934                     10790
Jun-94            10827                     10693
Jul-94            11198                     11015
Aug-94            11111                     10972
Sep-94            10760                     10619
Oct-94            10720                     10585
Nov-94            10788                     10646
Dec-94            10953                     10794
Jan-95            11237                     11047
Feb-95            11558                     11344
Mar-95            11659                     11436
Apr-95            11865                     11622
May-95            12780                     12480
Jun-95            12929                     12634
Jul-95            12720                     12406
Aug-95            13005                     12666
Sep-95            13247                     12910

Past  performance  does not guarantee future results.

We have selected the Lehman Brothers, Inc. Long-Term Government Securities Index
to  serve  as the  comparative  index  for the  Fund.  Although  the  investment
characteristics  of the Index are similar to those of the Fund,  the  securities
owned by the Fund and those composing the Index are likely to be different,  and
securities  that  the Fund and the  Index  have in  common  are  likely  to have
different  weightings  in the  respective  portfolios.  Investors  cannot invest
directly in the Index.

PLEASE NOTE: The line  representing  the Fund's total return includes  operating
expenses (such as transaction  costs and management  fees) that reduce  returns,
while the Index's total return line does not.

                          LIPPER PERFORMANCE COMPARISON

Lipper  Analytical  Services  (Lipper) is an  independent  mutual  fund  ranking
service  located in Summit,  NJ.  Rankings  are based on  average  annual  total
returns for the periods  ended  9/30/95 for the funds in Lipper's  "General U.S.
Treasury Funds" category.
                                         1 Year         3 Years

         The Fund`s Total Return:        21.57%         8.89%
         Category Average Total Return:  15.27%         6.89%
         The Fund`s Ranking:             3 out of 14    2 out of 10

Total returns are based on historical  performance  and do not guarantee  future
results.

                            KEY PORTFOLIO STATISTICS

                                    9/30/95             3/31/95

         Market Value:              $76,119,300         $33,484,643
         Number of Issues:          7                   4
         Average Maturity:          21.82 years         21.42 years
         Average Coupon:            9.39%               9.92%
         Average Duration:          10.55 years         9.55 years

For definitions of these terms, see page 17.


13
<PAGE>
                        LONG-TERM TREASURY & AGENCY FUND
                              MANAGEMENT DISCUSSION
         with Dave Schroeder, Vice President & Senior Portfolio Manager

NOTE:  The terms  marked  with an  asterisk  (*) are  defined in the  Investment
Fundamentals section (pages 16-20).

Q:       How did the Fund perform?

A:       Like most  fixed-income  funds,  the Fund  benefited from the 1995 bond
         rally,  and it was also one of the best  performers  in its peer group.
         For the one-year  period  ended  September  30, 1995,  the Fund's total
         return was 21.57%,  compared to the 15.27% average total return for the
         14 funds in Lipper's  "General U.S.  Treasury  Funds" category over the
         same period.  The Fund's total  return for the  six-month  period ended
         September 30 was 12.89%. (See page 12 for more total return information
         and page 13 for more Lipper performance comparisons.)

         The Fund outperformed the Lipper average over the past year because its
         average  maturity*  was longer  than that of its peer  group.  The Fund
         maintains  an average  maturity of 20 years or more,  while most of its
         peers have  average  maturities  of around 15 years.  As a result,  the
         Fund's  return tends to lag behind the category  average in a declining
         market (such as in 1994), but the Fund typically  outperforms its peers
         during market rallies (such as in 1995).

Q:       How was the Fund positioned over the past six months?

A:       We remained  slightly  defensive in the second quarter  because of some
         lingering  uncertainty about economic and inflationary  conditions.  We
         kept the Fund's  duration*  about 5% shorter  than the  duration of its
         benchmark,  the Lehman Brothers,  Inc. Long-Term Government  Securities
         Index.  However, when it became clear that the economic environment was
         changing,  we shifted  our  strategy.  We took  advantage  of the brief
         market  correction  in July to extend the Fund's  average  maturity and
         duration  out to a  neutral  position  relative  to its  benchmark.  We
         maintained  this  neutral  position  through  the end of the  six-month
         period.

                        PORTFOLIO COMPOSITION BY MATURITY
                                  [pie charts]

[graph data]                       [graph data]      
9/30/95                            3/31/95           
10-20 Years: 31.5%                 10-20 Years: 35.2%
20-25 Years: 58.3%                 20-25 Years: 56.4%
25-30 Years: 10.2%                 25-30 Years: 8.4% 
                                   
The Fund invests  exclusively in long-term U.S.  Treasury and government  agency
securities. The Fund's weighted average portfolio maturity is typically 20 to 30
years.

The composition of the Fund's portfolio may change over time.


14
<PAGE>
                        LONG-TERM TREASURY & AGENCY FUND
                              MANAGEMENT DISCUSSION
                       (Continued from the previous page)

         To lengthen the Fund's average  maturity and duration,  we sold some of
         the Fund's  callable  Treasury  bonds  maturing  in 2013 and  purchased
         noncallable  Treasury bonds maturing in 2020. We also took advantage of
         heavy cash flows into the  Fund--the  Fund's  assets more than  doubled
         during  the  six-month  period--by  investing  the new  money in 22- to
         25-year Treasury bonds.

Q:       Looking  ahead,  what are  your  plans  for the Fund  over the next six
         months?

A:       We plan to  maintain  the Fund's  current  neutral  position.  Economic
         conditions  continue to be favorable for bonds, but we believe that the
         long-term  Treasury  market  has  already  priced in the best  possible
         outcome in terms of economic growth,  inflation and the federal budget.
         In this  environment,  we feel  that the  Fund's  neutral  position  is
         somewhat defensive.  However, if the 30-year Treasury bond yield climbs
         back to the 6.75%-7.00% level (from its current 6.25%), we will look to
         extend the Fund's average maturity and duration.

Q:       For the past two years,  the Fund has invested  exclusively in Treasury
         securities. Do you expect this to continue over the next six months?

A:       We have avoided agency securities over the past couple of years because
         the lack of issuance in the  long-term  maturity  sector has kept yield
         spreads*  at  historically  low  levels.  However,  in late  October we
         purchased  a  30-year  agency  bond  issued  by  the  Tennessee  Valley
         Authority (TVA). The bond constitutes  about 8% of the Fund's portfolio
         and was purchased at a yield spread of 38 basis points over  comparable
         Treasury bonds. Yield spreads between 30-year agency and Treasury bonds
         have  typically  ranged  between 15 and 40 basis points,  so we believe
         that  the TVA  bond  offered  a  reasonable  yield  advantage.  It also
         provides the potential for price appreciation if yield spreads narrow.

                     PORTFOLIO COMPOSITION BY SECURITY TYPE
                                  [pie charts]

[graph data]                       [graph data]        
9/30/95                            3/31/95             
                                                       
Treasury Bonds: 100%               Treasury Bonds: 100%

For  definitions of these security  types,  see page 16. 

The composition of the Fund's portfolio may change over time.

 
15
<PAGE>
                             INVESTMENT FUNDAMENTALS
                                   DEFINITIONS

Security Types

Treasury  Securities--debt  securities issued by the U.S. Treasury and backed by
the direct  "full  faith and  credit"  pledge of the U.S.  government.  Treasury
securities  include bills (maturing in one year or less), notes (maturing in two
to ten years) and bonds (maturing in more than ten years).

Government Agency Securities--debt securities issued by U.S. government agencies
(such as the  Federal  Farm  Credit  Bank,  the  Federal  Home Loan Bank and the
Federal National Mortgage Association). Some agency securities are backed by the
full faith and credit of the U.S.  government,  while others are guaranteed only
by the issuing  agency.  Government  agency  securities  include  discount notes
(maturing  in one year or less)  and  medium-term  notes,  debentures  and bonds
(maturing in three months to 50 years).

STRIPS--zero-coupon  bonds (zeros) issued by the U.S. Treasury and backed by the
direct "full faith and credit" pledge of the U.S.  government.  Unlike  ordinary
Treasury  securities,  which pay interest  periodically,  zeros pay no interest.
Instead,  these  securities  are issued at a deep discount and then redeemed for
their full face value at maturity. When held to maturity, the entire return of a
zero comes  from the  difference  between  its  purchase  price and its value at
maturity.

Structured  Notes--a  broad  range of  securities  that fall  under the  general
definition  of  "derivatives."   They  are  usually  variations  on  traditional
securities,  offering  options such as floating rates (which are usually tied to
an  underlying  index,  like the  three-month  Treasury bill rate or the federal
funds rate),  call options (see page 20) or coupon "caps" and "floors"  (maximum
and minimum  interest rates on floating-rate  securities).  Structured notes run
the gamut from "safe" derivatives--conservative securities that closely resemble
traditional debt  securities--to  "risky"  derivatives such as inverse floaters,
leveraged floaters and capped floaters.

Investment Terms

Basis Points--A basis point equals one  one-hundredth  of a percentage point (or
0.01%).  Therefore,  100 basis points equals one percentage point (or 1%). Basis
points are used to clearly  describe  interest rate changes.  For example,  if a
news report  indicates  that interest rates rose by 1%, does that mean 1% of the
previous  rate or one  percentage  point?  It is more  accurate  to  state  that
interest rates rose by 100 basis points.

Coupon--the stated interest rate of a security.

16
<PAGE>
                             INVESTMENT FUNDAMENTALS
                                   DEFINITIONS
                       (Continued from the previous page)

Portfolio Statistics

Market Value--the market value of a fund's investments on a given date.

Number of Issues--the number of different securities issuances held by a fund on
a given date.

Average  Maturity--a  weighted  average  of  all  bond  maturities  in a  fund's
portfolio (see also page 18).

Average Coupon--a weighted average of all coupons held in a fund's portfolio.

Average Duration--a weighted average of all bond durations in a fund's portfolio
(see also page 18).

Bond Portfolio Structures

Barbell  Structure--a  structure  that  overweights  a  portfolio  in short- and
long-term  securities  and  underweights   intermediate-term   securities.  This
structure  tends to outperform a bullet  structure  when yield curves are moving
from steep to flat (short-term  rates are rising faster than long-term rates, or
long-term rates are falling faster than short-term  rates). In a rising interest
rate  environment,  the cash captures the higher  short-term  yields with little
price depreciation.  In a declining interest rate environment, the cash provides
a relatively steady yield,  while the long bonds produce more price appreciation
than intermediate-term securities.

Bullet Structure--a structure that clusters a portfolio's bond maturities around
a single maturity (usually an intermediate-term  maturity). This structure tends
to  outperform a barbell  structure  when the yield curve is moving from flat to
steep  (long-term  rates are rising faster than short-term  rates, or short-term
rates are falling  faster  than  long-term  rates).  In a rising  interest  rate
environment,  intermediate-term  securities experience  significantly less price
depreciation   than  long-term   securities.   In  a  declining   interest  rate
environment,  intermediate-term  securities  produce  significantly  more  price
appreciation than short-term securities.

Ladder  Structure--a  balanced  structure that staggers bond  maturities so they
occur at regular  intervals.  This structure tends to be effective when interest
rates are  relatively  stable,  and it  provides a regular  schedule of maturing
securities.

17
<PAGE>
                             INVESTMENT FUNDAMENTALS
                         PORTFOLIO SENSITIVITY MEASURES

Duration

Duration  measures  the price  sensitivity  of a bond or bond fund to changes in
interest rates.  Specifically,  duration  represents the approximate  percentage
change in the price of a bond or bond fund if interest  rates move up or down by
100 basis points (a basis point equals 0.01%). For example,  as of September 30,
1995, the Short-Term  Treasury and Agency Fund's  duration was 1.6 years,  while
the Long-Term  Treasury and Agency Fund's  duration was 10.6 years.  If interest
rates were to rise by 100 basis points,  the Short-Term Fund's share price would
be expected to decline by 1.6%,  while the  Long-Term  Fund's  share price would
decline  by  10.6%.  Conversely,  if  interest  rates  were to fall by 100 basis
points, the Short-Term Fund's share price would be expected to increase by 1.6%,
while the Long-Term Fund's share price would increase by 10.6%.

As this example illustrates, the longer the duration, the more bond or bond fund
prices  will move in response to interest  rate  changes.  Therefore,  portfolio
managers  generally want durations to be as long as possible when interest rates
fall (to maximize bond price  increases)  and as short as possible when interest
rates rise (to minimize bond price declines), taking into account the objectives
of the portfolio.

Duration,  measured in years,  also  approximates (but understates) the weighted
average  life of a bond or bond  portfolio.  To calculate  duration,  the future
interest and principal payments are added together and weighted in proportion to
their time value  (early  payments are valued more than later  payments  because
early payments can be reinvested and compound additional returns).

Average Maturity

Average  maturity is another  measurement of the interest rate  sensitivity of a
bond portfolio.  Average maturity  measures the average amount of time that will
pass until a bond portfolio  receives its principal payments from matured bonds.
The longer a  portfolio's  average  maturity is, the more interest rate exposure
and interest rate  sensitivity it has. For example,  a portfolio with a ten-year
average maturity has much more potential  exposure to interest rate changes than
a portfolio with a one-year average maturity.

Portfolio  managers  generally  lengthen average  maturities when interest rates
fall (to maximize  exposure and capture as much price  appreciation as possible)
and reduce average maturities when interest rates rise (to minimize exposure and
avoid as much price  depreciation  as  possible),  as long as this  strategy  is
compatible with the objectives of the portfolio.  Reducing the average  maturity
in a rising  interest  rate  environment  allows the  portfolio  manager to more
quickly reinvest matured assets in higher-yielding securities.


18
<PAGE>
                             INVESTMENT FUNDAMENTALS
                                 THE YIELD CURVE

One of the fundamental tenets of investing is the relationship between risks and
returns--the  greater  the risks,  the  greater  the  chances of earning  higher
returns over time.  The downside is the  correspondingly  higher  potential  for
short-term  losses--an  investment  that generates a high return  probably has a
greater likelihood of significant fluctuations in value or return, especially in
the short run.

Bonds are no exception.  The riskiest bonds--those with the greatest exposure to
interest  rate  movements  and price  fluctuations--generally  have the  highest
yields and returns over time but can experience severe short-term losses. On the
other hand,  bonds with less exposure to interest rate  movements and less price
fluctuation generally have lower yields and returns but are more stable.

The yield curve is a graphic  representation  of the  relationship  between bond
risks and returns at a point in time.  Yield curve graphs plot  lengthening bond
maturities (which represent risk because longer maturities  increase risk) along
the horizontal axis and rising yields (which  represent  return) on the vertical
axis.  Therefore,  the lower left corner of yield  curve  graphs have the lowest
risks and the lowest potential  returns,  while the upper right corners have the
highest risks and the highest potential returns.

Yield  curves can have several  different  shapes,  depending  on interest  rate
levels and the economic environment:

Normal  (Upward  Sloping)  Yield  Curve--a  yield  curve  that  shows  a  normal
risk/return relationship--short-term securities have lower yields than long-term
securities. Most normal yield curves start in the lower left corner of the graph
and rise to the upper right corner.

Steep Yield Curve--a  normal yield curve that shows a large  difference  between
short-term  yields and long-term  yields.  This  typically  occurs when the bond
market is responding to inflation fears (causing high long-term bond yields) and
the Fed hasn't raised  short-term  interest  rates enough (or the economy hasn't
slowed down enough) to quell those fears.

Flat Yield Curve--a yield curve that shows short-term  securities  having almost
the same yields as long-term securities. This typically occurs after the Fed has
raised  short-term  interest  rates several times (to fight  inflation  when the
economy is strong) or when the bond market  expects the Fed to lower  short-term
interest rates (in a weaker economic environment).

Inverted  Yield  Curve--a yield curve that shows  short-term  securities  having
higher yields than long-term  securities.  This  typically  develops from a flat
yield curve if the Fed continues to raise  short-term  interest  rates (when the
economy  is  strong)  or if it fails to lower  short-term  rates when the market
expects it to do so (in a weaker economic environment).


19
<PAGE>
                             INVESTMENT FUNDAMENTALS
                          YIELD SPREADS AND CALLABILITY

Yield Spreads Between Government Agency and Treasury Securities

To determine  whether or not to purchase  government  agency  securities for the
Short-Term and Long-Term Treasury and Agency Funds, the Funds' portfolio manager
looks at the yield spreads  between  government  agency  securities and Treasury
securities.  Yield spreads are the difference between the yields of Treasury and
agency  securities  with  comparable  maturities.  Yield  spreads  are  used  to
determine the relative values of the different securities.

In general,  agency securities have higher yields than Treasury  securities with
comparable  maturities  because they have slightly more credit risk and are less
liquid than Treasury securities.  When yield spreads are considered to be narrow
(i.e., agency securities yield little more than comparable Treasury securities),
the portfolio manager will tend to avoid agency securities  because their yields
are not enough to compensate for the  additional  risk.  Conversely,  when yield
spreads are considered to be wide (i.e.,  agency securities yield  substantially
more than comparable  Treasury  securities),  the portfolio manager will tend to
buy agency  securities  because  yields are high  enough to  compensate  for the
additional risk. Wide yield spreads also enable the portfolio manager to enhance
the Funds' yields.

Callability of Treasury and Government Agency Securities

Some Treasury and government  agency  securities are callable,  which means they
can be redeemed by the issuer before  maturity.  When interest  rates fall,  the
U.S. Treasury and government agencies find it financially rewarding to refinance
the  bonds  they've  issued  because  they can  reduce  their  monthly  interest
payments. If a security is callable,  the agency can exercise a "call" option at
a prearranged interval to refinance the security.  Although calls are beneficial
for government agencies,  they can be detrimental for  investors--calls  shorten
the  life  of a  security  and  force  the  portfolio  manager  to  reinvest  in
lower-yielding  securities.  To compensate for the additional  risks  associated
with  callability,  yields  for  callable  Treasury  and agency  securities  are
generally higher than for noncallable Treasury and agency securities.




20
<PAGE>
<TABLE>
<CAPTION>
                                        BENHAM SHORT-TERM TREASURY AND AGENCY FUND
                                                   FINANCIAL HIGHLIGHTS
                         For a Share Outstanding Throughout the Six Months Ended September 30 and
                                        the Years Ended March 31 (except as noted)
                                                        (Unaudited)
                                                                                     Sept. 30,    Mar. 31,     Mar. 31,   Mar. 31,
                                                                                       1995         1995         1994       1993+
                                                                                      -------      -------      -------    -------
PER-SHARE DATA
- --------------
<S>                                                                                    <C>           <C>          <C>       <C>  
Net Asset Value at Beginning of Period..........................................       $9.73         9.86         10.04     10.00
  Income From Investment Operations
  Net Investment Income.........................................................         .28          .50           .36       .25
  Net Realized and Unrealized Gains (Losses) on Investments.....................         .13         (.13)         (.14)      .04
                                                                                       -----        -----         -----     -----
      Total Income From Investment Operations...................................         .41          .37           .22       .29
                                                                                       -----        -----         -----     -----
  Less Distributions
  Dividends from Net Investment Income..........................................        (.28)        (.50)         (.36)     (.25)
  Distributions from Net Realized Capital Gains.................................         .00          .00          (.03)      .00
  Distributions in Excess of Net Realized Capital Gains.........................         .00          .00          (.01)      .00
                                                                                       -----        -----         -----     -----
      Total Distributions.......................................................        (.28)        (.50)         (.40)     (.25)
                                                                                       -----        -----         -----     -----
Net Asset Value at End of Period................................................      $ 9.86         9.73          9.86     10.04
                                                                                       =====        =====         =====     =====
TOTAL RETURN*...................................................................        4.25%        3.85%         2.16%     2.79%
- ------------

SUPPLEMENTAL DATA AND RATIOS
- ------------------------------------
Net Assets at End of Period (in thousands)......................................    $ 35,645       56,090        24,929    14,889
Ratio of Expenses to Average Daily Net Assets...................................         .68%**       .67%          .58%      .00%
Ratio of Net Investment Income to Average Daily Net Assets......................        5.62%**      5.22%         3.53%     4.50%**
Portfolio Turnover Rate.........................................................      140.57%      140.82%       261.61%   157.79%

- ------------------------
+  From September 8, 1992 (commencement of operations), through March 31, 1993.
*  Total return figures assume reinvestment of dividends and capital gain distributions and are not annualized.
** Annualized.
   See the  accompanying  notes  to  financial statements.
</TABLE>

21
<PAGE>
<TABLE>
<CAPTION>
                                                 BENHAM TREASURY NOTE FUND
                                                   FINANCIAL HIGHLIGHTS
             For a Share Outstanding Throughout the Six Months Ended September 30 and the Years Ended March 31
                                                        (Unaudited)

                               Sept. 30,  Mar. 31,  Mar. 31,   Mar. 31,  Mar. 31,  Mar. 31,  Mar. 31,   Mar. 31,  Mar. 31,  Mar. 31,
                                 1995       1995      1994       1993      1992      1991      1990       1989      1988      1987
                                 -----      -----     -----      -----     -----     -----     -----      -----     -----     -----
PER-SHARE DATA
- ----------------
<S>                              <C>         <C>       <C>       <C>       <C>         <C>       <C>       <C>       <C>      <C>  
Net Asset Value at Beginning
 of Period.....................  $9.99       10.18     10.73     10.52     10.23       9.87      9.63      10.11     10.91    11.97
  Income From Investment Operations
  Net Investment Income........    .30         .53       .48       .56       .69        .75       .77        .76       .75      .71
  Net Realized and Unrealized Gains
    (Losses) on Investments....    .29        (.19)     (.27)      .69       .29        .36       .24       (.49)     (.60)    (.08)
                                ------       -----     -----     -----     -----      -----     -----      -----     -----    -----
  Total Income From Investment
    Operations.................    .59         .34       .21      1.25       .98       1.11      1.01        .27       .15      .63
                                ------       -----     -----     -----     -----      -----     -----      -----     -----    -----
  Less Distributions
  Dividends from Net
    Investment Income..........   (.30)       (.53)     (.48)     (.56)     (.69)      (.75)     (.77)      (.75)     (.92)    (.89)
  Distributions from Net
    Realized Capital Gains.....    .00         .00      (.06)     (.48)      .00        .00       .00        .00      (.03)    (.80)
  Distributions in Excess of
    Net Realized Capital Gains.    .00         .00      (.22)      .00       .00        .00       .00        .00       .00      .00
                                ------       -----     -----     -----     -----      -----     -----      -----     -----    -----
  Total Distributions..........   (.30)       (.53)     (.76)    (1.04)     (.69)      (.75)     (.77)      (.75)     (.95)   (1.69)
                                ------       -----     -----     -----     -----      -----     -----      -----     -----    -----
Net Asset Value at End of 
    Period..................... $10.28        9.99     10.18     10.73     10.52      10.23      9.87       9.63     10.11    10.91
                                ======       =====     =====     =====     =====      =====     =====      =====     =====    =====
TOTAL RETURN+..................   5.92%       3.54%     1.85%    12.36%     9.92%     11.59%    10.61%      2.78%     1.60%    6.60%
- ------------  
SUPPLEMENTAL DATA AND RATIOS
- ----------------------------
Net Assets at End of Period
  (in thousands)..............$309,414     305,353   351,369   391,538   302,865    158,630    96,978     71,625    54,172   43,271
Ratio of Expenses to
  Average Daily Net Assets....     .53%*       .53%      .51%      .53%      .59%       .73%      .75%       .75%      .75%     .93%
Ratio of Net Investment Income to
  Average Daily Net Assets....    5.78%*      5.35%     4.50%     5.18%     6.55%      7.49%     7.66%      7.67%     7.36%    6.26%
Portfolio Turnover Rate.......   85.96%      92.35%   212.91%   299.29%   148.75%     69.72%   216.84%    386.46%   465.35%  395.91%

- -----------------------
+ Total return figures assume reinvestment of dividends and capital gain distributions and are not annualized.
* Annualized.
  See the  accompanying  notes  to  financial statements.

</TABLE>

22
<PAGE>
<TABLE>
<CAPTION>
                                         BENHAM LONG-TERM TREASURY AND AGENCY FUND
                                                   FINANCIAL HIGHLIGHTS
                         For a Share Outstanding Throughout the Six Months Ended September 30 and
                                        the Years Ended March 31 (except as noted)
                                                        (Unaudited)
                                                                                     Sept. 30,    Mar. 31,     Mar. 31,   Mar. 31,
                                                                                       1995         1995         1994       1993+
                                                                                      -------      -------      -------    -------
PER-SHARE DATA
- --------------    
<S>                                                                                  <C>             <C>          <C>       <C>  
Net Asset Value at Beginning of Period..........................................     $  9.05         9.38         10.24     10.00
  Income From Investment Operations
  Net Investment Income.........................................................         .31          .60           .63       .39
  Net Realized and Unrealized Gains (Losses) on Investments.....................         .85         (.33)         (.27)      .24
                                                                                       -----        -----         -----     -----
      Total Income From Investment Operations...................................        1.16          .27           .36       .63
                                                                                       -----        -----         -----     -----
  Less Distributions
  Dividends from Net Investment Income..........................................        (.31)        (.60)         (.63)     (.39)
  Distributions from Net Realized Capital Gains.................................         .00          .00          (.45)      .00
  Distributions in Excess of Net Realized Capital Gains.........................         .00          .00          (.14)      .00
                                                                                       -----        -----         -----     -----
      Total Distributions.......................................................        (.31)        (.60)        (1.22)     (.39)
                                                                                       -----        -----         -----     -----
Net Asset Value at End of Period................................................     $  9.90         9.05          9.38     10.24
                                                                                       =====        =====         =====     =====
TOTAL RETURN*...................................................................       12.89%        3.25%         2.87%     6.48%
- ------------    

SUPPLEMENTAL DATA AND RATIOS
- ----------------------------        
Net Assets at End of Period (in thousands)......................................     $79,365       34,906        18,003    20,975
Ratio of Expenses to Average Daily Net Assets...................................         .68%**       .67%          .57%      .00%
Ratio of Net Investment Income to Average Daily Net Assets......................        6.32%**      6.84%         5.89%     7.18%**
Portfolio Turnover Rate.........................................................       61.53%      146.81%       200.34%    56.97%

- -------------------------
+  From September 8, 1992 (commencement of operations), through March 31, 1993.
*  Total return figures assume reinvestment of dividends and capital gain distributions and are not annualized.
** Annualized.
   See the accompanying notes to financial statements.
</TABLE>


23
<PAGE>
<TABLE>
<CAPTION>
                                           STATEMENTS OF ASSETS AND LIABILITIES
                                                    September 30, 1995
                                                        (Unaudited)
                                                                                 Benham                               Benham
                                                                           Short-Term Treasury  Benham Treasury  Long-Term Treasury
                                                                             and Agency Fund       Note Fund       and Agency Fund
                                                                               ----------          --------          ----------
ASSETS
<S>                                                                        <C>                   <C>                <C>         
   Investment securities at value (cost of $34,804,084, $298,560,996, 
     and  $72,032,331, respectively) (Note 4)............................. $  35,029,918         304,340,348        76,119,300
   Cash...................................................................             0             470,431         4,554,937
   Interest receivable....................................................       805,166           4,895,985           831,976
   Receivable for fund shares sold........................................        47,653             127,637           834,121
   Prepaid expenses and other assets......................................        11,361              15,371            11,369
                                                                             -----------         -----------        ----------
       Total assets.......................................................    35,894,098         309,849,772        82,351,703
                                                                             -----------         -----------        ----------
LIABILITIES
   Payable for securities purchased.......................................             0                   0         2,887,188
   Payable for fund shares redeemed.......................................        50,000               6,822                 0
   Dividends payable......................................................        36,967             296,632            54,706
   Payable to affiliates (Note 2).........................................        18,167             131,774            22,094
   Accrued expenses & other liabilities...................................       143,822                 293            22,469
                                                                             -----------         -----------        ----------
       Total liabilities..................................................       248,956             435,521         2,986,457
                                                                             -----------         -----------        ----------
NET ASSETS................................................................ $  35,645,142         309,414,251        79,365,246
                                                                             ===========         ===========        ==========
Net assets consist of:
   Capital paid in........................................................ $  35,443,687         315,429,329        77,224,831
   Net realized loss on investments.......................................       (24,379)        (11,793,367)       (1,946,554)
   Overdistributed net investment income..................................             0              (1,063)                0
   Net unrealized appreciation on investments (Note 4)....................       225,834           5,779,352         4,086,969
                                                                             -----------         -----------        ----------
   Net assets............................................................. $  35,645,142         309,414,251        79,365,246
                                                                             ===========         ===========        ==========
   Shares of beneficial interest outstanding (unlimited number of 
      shares authorized)..................................................     3,616,152          30,084,698         8,014,232
                                                                             ===========         ===========        ==========
   Net asset value, offering price and redemption price per share.........       $  9.86              10.28               9.90
                                                                                   =====              =====               ====
- ----------------------
See the accompanying notes to financial statements.
</TABLE>

24
<PAGE>
<TABLE>
<CAPTION>
                                                 STATEMENTS OF OPERATIONS
                                        For the Six Months Ended September 30, 1995
                                                        (Unaudited)
                                                                                 Benham                               Benham
                                                                           Short-Term Treasury  Benham Treasury  Long-Term Treasury
                                                                             and Agency Fund       Note Fund       and Agency Fund
                                                                               ----------          --------          ----------
<S>                                                                       <C>                      <C>               <C>      
Investment Income
   Interest Income........................................................$    1,455,261           9,803,806         1,552,198
                                                                             -----------         -----------        ----------
Expenses (Note 2)
   Investment advisory fees...............................................        64,417             434,319            61,091
   Administrative fees....................................................        22,420             151,121            21,251
   Transfer agency fees...................................................        26,175             145,426            34,390
   Printing and postage...................................................         4,330              33,203             4,089
   Custodian fees.........................................................         8,739              23,769             8,435
   Auditing and legal fees................................................         1,271               6,230             1,118
   Registration and filing fees...........................................        18,640              11,493            26,889
   Directors' fees and expenses...........................................         3,070               4,373             3,024
   Organization costs.....................................................         2,181                   0             2,181
   Other operating expenses...............................................         7,770              13,265             7,095
                                                                             -----------         -----------        ----------
         Total expenses...................................................       159,013             823,199           169,563
Amount waived (Note 2)....................................................        (2,964)                  0           (20,126)
Custodial earnings credits (Note 5).......................................        (5,413)            (16,598)           (6,819)
                                                                             -----------         -----------        ----------
   Net expenses...........................................................       150,636             806,601           142,618
                                                                             -----------         -----------        ----------
         Net investment income............................................     1,304,625           8,997,205         1,409,580
                                                                             -----------         -----------        ----------
Realized and Unrealized Gain (Loss) on Investments (Note 4)
Net realized gain:
   Proceeds from sales....................................................    69,954,084         232,280,219        28,271,872
   Cost of securities sold................................................    69,443,960         230,448,636        27,654,944
                                                                             -----------         -----------        ----------
         Net realized gain................................................       510,124           1,831,583           616,928
                                                                             -----------         -----------        ----------
Unrealized appreciation (depreciation) of investments:
   Beginning of period....................................................       (86,663)         (1,259,547)          683,971
   End of period (Note 4).................................................       225,834           5,779,352         4,086,969
                                                                             -----------         -----------        ----------
         Net unrealized appreciation for the period.......................       312,497           7,038,899         3,402,998
                                                                             -----------         -----------        ----------
         Net realized and unrealized gain on investments..................       822,621           8,870,482         4,019,926
                                                                             -----------         -----------        ----------
Net increase in assets resulting from operations..........................$    2,127,246          17,867,687         5,429,506
                                                                             ===========         ===========        ==========

- -----------------------
See the accompanying notes to financial statements.
</TABLE>

25
<PAGE>
<TABLE>
<CAPTION>
                                            STATEMENTS  OF CHANGES IN NET ASSETS
                        For the Six Months Ended  September  30, 1995,  and Year
                        Ended March 31, 1995
                                                        (Unaudited)

                                                              Benham                                                  Benham
                                                        Short-Term Treasury           Benham Treasury           Long-Term Treasury
                                                          and Agency Fund                Note Fund                and Agency Fund
                                                        ------------------          ------------------          ------------------
                                                    September 30,   March 31,   September 30,  March 31,    September 30,  March 31,
                                                         1995          1995         1995          1995          1995          1995
                                                       --------      --------     --------      --------      --------      --------
<S>                                               <C>             <C>           <C>          <C>            <C>          <C>      
From investment activities:
  Net investment income.......................... $ 1,304,625     1,640,446     8,997,205    16,996,940     1,409,580     1,694,571
  Net realized gain (loss) on investments........     312,497      (489,491)    7,038,899    (9,511,397)    3,402,998    (2,211,504)
  Net change in unrealized appreciation of 
    investments..................................     510,124       252,606     1,831,583     2,734,208       616,928     1,667,570
                                                  -----------   -----------   -----------  ------------   -----------   -----------
    Change in net assets derived from investment 
     activities..................................   2,127,246     1,403,561    17,867,687    10,219,751     5,429,506     1,150,637
                                                  -----------   -----------   -----------  ------------   -----------   -----------
From distributions to shareholders:
  Net investment income..........................  (1,304,625)   (1,640,446)   (8,999,579)  (17,002,369)   (1,409,580)   (1,694,571)
                                                  -----------   -----------   -----------  ------------   -----------   -----------
    Total distributions to shareholders..........  (1,304,625)   (1,640,446)   (8,999,579)  (17,002,369)   (1,409,580)   (1,694,571)
                                                  -----------   -----------   -----------  ------------   -----------   -----------
From capital share transactions (Note 3):
  Proceeds from sales of shares..................  15,024,600    53,981,369    40,844,370   104,968,795    59,536,593    49,760,531
  Net asset value of dividends reinvested........   1,083,232     1,211,331     7,450,171    13,972,674     1,162,466     1,210,997
  Cost of shares redeemed........................ (37,375,507)  (23,794,262)  (53,101,097) (158,175,579)  (20,259,262)  (33,525,316)
                                                  -----------   -----------   -----------  ------------   -----------   -----------
    Change in net assets derived from
        capital share transactions............... (21,267,675)   31,398,438    (4,806,556)  (39,234,110)   40,439,797    17,446,212
                                                  -----------   -----------   -----------  ------------   -----------   -----------
    Net increase (decrease) in  net assets....... (20,445,054)   31,161,553     4,061,552   (46,016,728)   44,459,723    16,902,278

Net assets:
  Beginning of period............................  56,090,196    24,928,643   305,352,699   351,369,427    34,905,523    18,003,245
                                                  -----------   -----------   -----------  ------------   -----------   -----------
  End of period.................................. $35,645,142    56,090,196   309,414,251   305,352,699    79,365,246    34,905,523
                                                  ===========   ===========   ===========  ============   ===========   ===========

- ------------------------
See the accompanying notes to financial statements.
</TABLE>


26
<PAGE>
NOTES TO FINANCIAL STATEMENTS
September 30, 1995
(Unaudited)

(1)   SIGNIFICANT ACCOUNTING POLICIES

Benham Government Income Trust (BGIT) is registered under the Investment Company
Act of 1940 as an open-end  management  investment  company.  Benham  Short-Term
Treasury and Agency Fund (Short-Term Fund),  Benham Treasury Note Fund (Treasury
Note Fund), and Benham Long-Term  Treasury and Agency Fund (Long-Term Fund) (the
Funds)  are  three  of the six  funds  composing  BGIT.  Significant  accounting
policies followed by the Funds are summarized below.

Valuation of Investment  Securities--Securities  held by the Funds are valued at
current  market value as provided by an  independent  pricing  service or broker
quotations. Securities for which market quotations are not readily available are
stated at fair value  following  procedures  approved by the Board of  Trustees.
Securities  transactions  are  recorded  on the date the order to buy or sell is
executed. Realized gains and losses on securities transactions are determined on
the basis of identified cost.

Income  Taxes--Each  Fund intends to qualify as a regulated  investment  company
under Subchapter M of the Internal Revenue Code. By doing so, the Funds will not
be subject to federal  income or California  franchise  taxes to the extent that
they  distribute  net  investment   income  and  net  realized   capital  gains.
Accordingly, no provision has been made for federal or state taxes.

Due to the timing of dividend  distributions  and the  differences in accounting
for gains and losses for financial  statement  and federal  income tax purposes,
the fiscal  year in which  amounts are  distributed  may differ from the year in
which the income and realized  gains  (losses) were  recorded by each Fund.  The
differences  between the income and capital gains  distributed  on a book versus
tax basis are shown as excess distributions of income and realized capital gains
in the accompanying Financial Highlights.

As of March 31, 1995,  the  Short-Term  Fund,  the Treasury  Note Fund,  and the
Long-Term  Fund  had  capital  loss  carryovers  of  $408,754,  $7,230,117,  and
$2,563,482,  respectively.  If not fully offset against  realized  capital gains
within eight years of the fiscal  year-end the capital  loss was  realized,  the
capital loss carryover will expire.  All capital loss  carryovers will expire on
March 31, 2003. A fund will not make capital gain distributions until all of its
loss carryovers have been offset or have expired.


27
<PAGE>
Share Valuation--Each Fund's net asset value per share is computed each business
day by dividing the value of the Fund's total assets,  less its liabilities,  by
the total number of shares  outstanding  at the  beginning of each business day.
The Funds' net asset values fluctuate daily in response to changes in the market
value of their investments.

Dividends and Other  Distributions--The  Funds'  dividends  are declared  daily,
accrued  throughout the month,  and  distributed on the last business day of the
month.  Net capital gains, if any, are declared and paid once a year.  Dividends
are paid in cash or reinvested as additional shares.

Investment  Income,  Premium,  and  Discount--Interest  income and  expenses are
accrued  daily.  For notes and bonds,  discounts  are  accrued to  maturity on a
straight-line  basis (except zero-coupon  securities,  which are amortized using
the  effective  interest  rate  method),  and premiums are  amortized  using the
effective interest rate method.

Other   Liabilities--As  of  September  30,  1995,  other  liabilities  for  the
Short-Term  Fund  on the  accompanying  Statements  of  Assets  and  Liabilities
included a bank overdraft of $135,093.

(2)   INVESTMENT ADVISORY FEES AND OTHER
      TRANSACTIONS WITH AFFILIATES

Benham  Management  Corporation  (BMC) is a wholly owned subsidiary of Twentieth
Century Companies,  Inc. (TCC).  BMC's former parent company,  Benham Management
International,  Inc.,  merged  into TCC on June 1, 1995.  Each Fund pays  Benham
Management  Corporation (BMC) a monthly investment advisory fee based on its pro
rata share of the dollar amount  derived from applying  BGIT's average daily net
assets to the following annualized investment advisory fee rate schedule.

                      .50% of the first $100 million
                      .45% of the next $100 million
                      .40% of the next $100 million
                      .35% of the next $100 million
                      .30% of the next $100 million
                      .25% of the next $1 billion
                      .24% of the next $1 billion
                      .23% of the next $1 billion
                      .22% of the next $1 billion
                      .21% of the next $1 billion
                      .20% of the next $1 billion
                      .19% of net assets over $6.5 billion


28
<PAGE>
BMC provides BGIT with all investment advice.  Twentieth Century Services,  Inc.
pays  all  compensation  of BGIT  officers  and  trustees  who are  officers  or
directors of TCC or any of its subsidiaries. Promotion and distribution expenses
are paid by BMC.

BGIT has an  Administrative  Services and Transfer Agency  Agreement with Benham
Financial  Services,  Inc.  (BFS),  a wholly owned  subsidiary of TCC. Under the
agreement,  BFS provides  substantially all  administrative  and transfer agency
services  necessary  to operate each Fund of BGIT.  Fees for these  services are
based on  transaction  volume,  number of accounts and average net assets of all
funds in The Benham Group.

BGIT has an additional  agreement  with BMC pursuant to which BMC  established a
contractual  expense  guarantee  that  limits each  Fund's  expenses  (excluding
extraordinary  expenses  such as brokerage  commissions  and taxes and including
expense  offset  arrangements)  to an annual rate of .65% (.66% prior to June 1,
1995) of average daily net assets.  The agreement  provides further that BMC may
recover amounts (representing expenses in excess of the Fund's expense guarantee
rate) absorbed  during the preceding 11 months,  if, and to the extent that, for
any given month, the Fund's expenses are less than the expense guarantee rate in
effect at that time. The expense guarantee rate is renewed annually in June.

The payables  (receivables) to affiliates as of September 30, 1995, based on the
above agreements were as follows:

                                     Benham                        Benham
                                   Short-Term       Benham       Long-Term
                                  Treasury and  Treasury Note  Treasury and
                                  Agency Fund        Fund        Agency Fund
                                  -------------  -------------  -------------

Investment Advisor...............    $ 4,488       71,090         (1,533)
Administrative Services..........      2,798       24,663          4,846)
Transfer Agent...................     10,881       36,021         18,781)
                                     -------      -------        -------
                                    $ 18,167      131,774         22,094)
                                     =======      =======        =======

As of  September  30,  1995,  the Funds had  invested  cash amounts in shares of
Capital  Preservation  Fund,  Inc. (CPF), a money market fund advised by BMC, as
follows:  $120,331  (Treasury Note Fund) and $3,119,327  (Long-Term  Fund).  The
terms of such  transactions  were  identical to those with  nonrelated  entities
except that, to avoid duplicative  investment advisory and administrative  fees,
the Funds did not pay BMC investment  advisory fees or BFS  administrative  fees
with respect to assets invested in shares of CPF.


29
<PAGE>
BGIT has a distribution agreement with Benham Distributors, Inc. (BDI), which is
responsible for promoting sales of and  distributing  the Funds' shares.  BDI is
wholly owned subsidiary of TCC.

(3)   SHARE TRANSACTIONS

Share  transactions  for the six months ended  September 30, 1995,  and the year
ended March 31, 1995, were as follows:
<TABLE>
<CAPTION>
                        Benham                  Benham                 Benham
                  Short-Term Treasury        Treasury Note       Long-Term Treasury
                    and Agency Fund              Fund              and Agency Fund
                      -----------            ------------            -----------
                  Sept. 30, Mar. 31,     Sept. 30, Mar. 31,      Sept. 30, Mar. 31,
                    1995      1995         1995      1995          1995      1995
                    -----     -----        -----    ------         -----     -----

<S>              <C>        <C>          <C>        <C>           <C>        <C>      
Shares sold..... 1,525,980  5,562,659    3,995,570  10,553,490    6,133,551  5,597,129
Reinvestment
   of dividends.   110,078    124,794      728,151   1,404,605      119,839    136,146
                 ---------  ---------    ---------  ----------    ---------  ---------
                 1,636,058  5,687,453    4,723,721  11,958,095    6,253,390  5,733,275
Less shares
   redeemed.....(3,785,128)(2,449,358)  (5,196,052)(15,910,373)  (2,096,060)(3,796,301)
                 ---------  ---------    ---------  ----------    ---------  ---------
Net increase
    (decrease) in
    shares......(2,149,070) 3,238,095     (472,331) (3,952,278)   4,157,330  1,936,974
                 =========  =========      =======   =========    =========  =========

</TABLE>

(4)   INVESTMENT TRANSACTIONS

Investment  transactions,  excluding short-term  securities,  for the six months
ended September 30, 1995, were as follows:

                                        Benham                      Benham
                                      Short-Term       Benham     Long-Term
                                     Treasury and  Treasury Note Treasury and
                                      Agency Fund       Fund      Agency Fund
                                       --------       --------      -------

Purchases...........................  $58,780,753   226,892,546   66,886,603
                                       ==========    ==========    =========

Sales Proceeds......................  $69,954,084   232,280,219   28,271,872
                                       ==========    ==========    =========

At September 30, 1995, unrealized appreciation (depreciation) was as follows:

                                        Benham                      Benham
                                      Short-Term       Benham     Long-Term
                                     Treasury and  Treasury Note Treasury and
                                      Agency Fund       Fund      Agency Fund
                                       --------       --------      -------

Unrealized appreciation........... $     234,659)    6,354,448)    4,092,986)
Unrealized depreciation...........        (8,825)     (575,096)       (6,017)

                                      ----------    ----------     ---------
Net unrealized appreciation....... $     225,834)    5,779,352)    4,086,969)
                                      ==========    ==========     =========

The cost of securities  for financial  reporting and federal income tax purposes
is the same.

30
<PAGE>
(5)   EXPENSE OFFSET ARRANGEMENTS

Each Fund's  Statement of Operations  shows  custodial  earnings  credits.  This
amount represents  credits received on cash balances  maintained by the Funds at
the custodian bank. The Funds could have invested the excess cash balances in an
income-producing  asset if they had not agreed to a reduction  in fees under the
expense offset  arrangement.  Beginning with the six months ending September 30,
1995,  the ratios of expenses to average daily net assets shown in the Financial
Highlights are calculated  without the credits received under the expense offset
arrangement.



31
<PAGE>
<TABLE>
<CAPTION>
                                        BENHAM SHORT-TERM TREASURY AND AGENCY FUND
                                             SCHEDULE OF INVESTMENT SECURITIES
                                                    September 30, 1995
                                                        (Unaudited)
                                                                                         Yield to      Face
                                                                                         Maturity     Amount       Value    Percent
                                                                                           -----      ------       -----     ----
<S>                                                                                         <C>   <C>           <C>          <C>   
U.S. Treasury Notes
7.500% due 01/31/97................................................................         5.79% $ 5,000,000   5,107,805    14.57%
6.625% due 03/31/97................................................................         5.79    9,000,000   9,106,875    26.00
6.875% due 03/31/97................................................................         5.77    3,700,000   3,757,812    10.73
6.125% due 05/15/98................................................................         5.89    5,220,000   5,249,363    14.99
                                                                                                   ----------  ----------   ------
   Total U.S. Treasury Notes (cost $23,086,022).................................................   22,920,000  23,221,855    66.29
                                                                                                   ----------  ----------   ------

U.S. Government Agency Notes
4.730% due 12/23/96, Federal Home Loan Bank, Callable 12/23/95.....................         5.87    5,000,000   4,932,780    14.08
5.250% due 04/29/98, Federal Home Loan Bank, Callable 04/29/96.....................         6.10    5,000,000   4,899,865    13.99
5.000% due 07/27/98, Federal Home Loan Bank, Callable 01/27/96.....................         5.47    2,000,000   1,975,418     5.64
                                                                                                   ----------  ----------   ------
   Total U.S. Government Agency Notes (cost $11,718,062)........................................   12,000,000  11,808,063    33.71
                                                                                                   ----------  ----------   ------
   TOTAL INVESTMENT SECURITIES (cost $34,804,084*)..............................................  $34,920,000  35,029,918   100.00%
                                                                                                   ==========  ==========   ======

- ----------------------
* Cost for financial reporting and federal income tax purposes is the same.

  See the accompanying notes to financial statements
</TABLE>

32
<PAGE>
<TABLE>
<CAPTION>
                                                 BENHAM TREASURY NOTE FUND
                                             SCHEDULE OF INVESTMENT SECURITIES
                                                    September 30, 1995
                                                        (Unaudited)
                                                                                         Yield to      Face
                                                                                         Maturity     Amount       Value    Percent
                                                                                           -----      ------       -----     ----
<S>                                                                                        <C>   <C>            <C>           <C>  
U.S. Treasury Notes
5.875% due 05/31/96................................................................        5.62% $ 26,200,000   26,240,898    8.62%
6.125% due 07/31/96................................................................        5.69    35,700,000   35,822,665   11.77
7.250% due 08/31/96................................................................        5.75    14,800,000   14,994,250    4.93
4.375% due 11/15/96................................................................        5.71    17,570,000   17,317,431    5.69
7.250% due 11/15/96................................................................        5.70    13,300,000   13,520,261    4.44
6.500% due 08/15/97................................................................        5.87    35,600,000   35,989,322   11.83
8.875% due 02/15/99................................................................        5.96    22,000,000   23,931,864    7.86
6.750% due 05/31/99................................................................        5.98    35,015,000   35,890,375   11.79
7.750% due 11/30/99................................................................        6.00    40,500,000   43,069,158   14.15
6.375% due 08/15/02................................................................        6.10    18,600,000   18,879,000    6.20
7.250% due 05/15/04................................................................        6.22    22,250,000   23,765,781    7.81
                                                                                                   -----------  ----------  ------
   Total U.S. Treasury Notes (cost $284,840,864)...............................................   281,535,000  289,421,005   95.09
                                                                                                   -----------  ----------  ------
U.S. Treasury Bond                                                                  
12.00% due 8/15/13, Callable 8/15/08...............................................        6.49     7,150,000   10,552,943    3.47
                                                                                                  -----------   ----------  ------
   Total U.S. Treasury Zero-Coupon Bonds  (cost $3,987,000)....................................     7,150,000   10,552,943    3.47
                                                                                                  -----------   ----------  ------
U.S. Treasury Zero-Coupon Bonds
STRIPS due 02/15/18................................................................        6.92    20,000,000    4,366,400    1.44
                                                                                                  -----------   ----------  ------
   Total U.S. Treasury Zero-Coupon Bonds  (cost $3,987,000)....................................    20,000,000    4,366,400    1.44
                                                                                                  -----------   ----------  ------
   TOTAL INVESTMENT SECURITIES (cost $298,560,996*)............................................  $308,685,000  304,340,348  100.00%
                                                                                                  ===========   ==========  ======

- ------------------------
* Cost for financial reporting and federal income tax purposes is the same.
  See the accompanying notes to financial statements.
</TABLE>

33
<PAGE>
<TABLE>
<CAPTION>
                                         BENHAM LONG-TERM TREASURY AND AGENCY FUND
                                             SCHEDULE OF INVESTMENT SECURITIES
                                                    September 30, 1995
                                                        (Unaudited)
                                                                                         Yield to      Face
                                                                                         Maturity     Amount       Value    Percent
                                                                                           -----      ------       -----     ----
<S>                                                                                         <C>   <C>          <C>           <C>   
U.S. Treasury Bonds
12.000% due 08/15/13, Callable 08/15/08............................................         6.49% $ 7,300,000  10,774,333    14.15%
11.250% due 02/15/15...............................................................         6.57    8,500,000  12,824,375    16.85
8.750% due 05/15/17................................................................         6.64    6,000,000   7,443,750     9.78
8.875% due 02/15/19................................................................         6.65    5,500,000   6,942,023     9.12
8.125% due 08/15/19................................................................         6.66    9,300,000  10,918,767    14.34
8.750% due 08/15/20................................................................         6.66   15,800,000  19,789,500    26.00
7.125% due 02/15/23................................................................         6.64    7,000,000   7,426,552     9.76
                                                                                                  -----------  ----------   ------
   TOTAL INVESTMENT SECURITIES (cost $72,032,331*)..............................................  $59,400,000  76,119,300   100.00%
                                                                                                  ===========  ==========   ======

- --------------------------
* Cost for financial reporting and federal income tax purposes is the same.
  See the accompanying notes to financial statements.
</TABLE>

34
<PAGE>
PROXY VOTING RESULTS

A special shareholder meeting was held on May 31, 1995, to vote on the following
proposals. All of the proposals received the required majority of votes and were
adopted.

Proposal  I.--To  consider and vote on approval or disapproval on new Investment
Advisory  Agreements with the Trust on behalf of Benham Short-Term  Treasury and
Agency Fund, Benham Treasury Note Fund, and Benham Long-Term Treasury and Agency
Fund with BMC to take effect upon the  closing of the  proposed  merger of BMC's
parent company, Benham Management International, Inc., into TCC.

Proposals II, III, and IV are not applicable to shareholders of the Trust.

Proposal V.--To elect the Board of Trustees of the Trust.

Proposal  VI.--To  ratify the Board of Trustees'  selection of KPMG Peat Marwick
LLP as independent auditors for the Trust's current fiscal year end.

Proposal VII.--To amend the Trust's Declaration of Trust to provide dollar-based
voting rights for shareholders of the Funds.

A summary of voting results is as follows:
<TABLE>
<CAPTION>
                                   Benham                                              Benham
                                 Short-Term                  Benham                   Long-Term
                                Treasury and                Treasury                Treasury and
                                 Agency Fund                Note Fund                Agency Fund
- -----------------------------------------------------------------------------------------------------
<S>                        <C>          <C>          <C>         <C>            <C>         <C>      
Proposal I.                For          2,985,693    For         18,110,212     For         2,088,190
                           Against        238,268    Against        789,327     Against        72,707
                           Abstained      141,245    Abstained      790,716     Abstained      57,917

- -----------------------------------------------------------------------------------------------------
Proposal V.

James M. Benham            For          3,083,110    For         18,595,442     For         2,111,495
                           Withheld*      282,098    Withheld*    1,094,814     Withheld*     107,320

Ronald J. Gilson           For          3,080,410    For         18,570,525     For         2,111,169
                           Withheld*      284,798    Withheld*    1,119,731     Withheld*     107,646

Myron S. Scholes           For          3,083,572    For         18,593,640     For         2,110,882
                           Withheld*      281,636    Withheld*    1,096,616     Withheld*     107,933

Kenneth E. Scott           For          3,082,868    For         18,583,954     For         2,111,208
                           Withheld*      282,340    Withheld*    1,106,302     Withheld*     107,607

Ezra Solomon               For          3,081,971    For         18,563,842     For         2,110,531
                           Withheld*      283,237    Withheld*    1,126,414     Withheld*     108,284

</TABLE>

35
<PAGE>
<TABLE>
<CAPTION>
                                   Benham                                              Benham
                                 Short-Term                  Benham                   Long-Term
                                Treasury and                Treasury                Treasury and
                                 Agency Fund                Note Fund                Agency Fund
- -----------------------------------------------------------------------------------------------------
<S>                        <C>          <C>          <C>         <C>            <C>         <C>      
Isaac Stein                For          3,083,103    For         18,591,808     For         2,107,869
                           Withheld*      282,105    Withheld*    1,098,448     Withheld*     110,946

James E. Stowers, III      For          3,080,396    For         18,547,539     For         2,111,495
                           Withheld*      284,812    Withheld*    1,142,717     Withheld*     107,320

Jeanne D. Wohlers          For          3,079,578    For         18,594,240     For         2,110,398
                           Withheld*      285,630    Withheld*    1,096,016     Withheld*     108,417

*Shares Withholding Authority to Vote
- -----------------------------------------------------------------------------------------------------
Proposal VI.               For          3,133,596    For         18,646,564     For         2,109,174
                           Against        107,314    Against        293,064     Against        41,592
                           Abstained      124,297    Abstained      750,628     Abstained      68,048

- -----------------------------------------------------------------------------------------------------
Proposal VII.              For          3,030,363    For         18,110,779     For         2,085,600
                           Against        158,769    Against        666,066     Against        72,503
                           Abstained      176,074    Abstained      913,411     Abstained      60,710

</TABLE>



36
<PAGE>

Trustees

James M. Benham

Ronald J. Gilson

Myron S. Scholes

Kenneth E. Scott

Ezra Solomon

Isaac Stein

James E. Stowers, III

Jeanne D. Wohlers


Officers

James M. Benham
Chairman of the Board

John T. Kataoka
President and Chief Executive Officer

Bruce R. Fitzpatrick
Vice President

Maryanne Roepke
Treasurer

Douglas A. Paul
Vice President, Secretary
and General Counsel

Ann N. McCoid
Controller



[company logo] The Benham Group
Part of the Twentieth Century Family of Mutual Funds

     1665 Charleston Road
     Mountain View, CA 94043

     1-800-321-8321

     Not authorized for distribution unless preceded or
     accompanied by a current fund prospectus.

     Benham Distributors, Inc.             11/95 Q066


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