LANDMARK MULTI-STATE TAX FREE FUNDS, N-30B-2, 1997-04-22

LANDMARK MULTI-STATE TAX FREE FUNDS
N-30B-2, 1997-04-22

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<PAGE>
TRUSTEES AND OFFICERS
Philip W. Coolidge*, President
H. B. Alvord
Elliott J. Berv
Mark T. Finn
Riley C. Gilley
Diana R. Harrington
Susan B. Kerley
Walter E. Robb, III
E. Kirby Warren
William S. Woods, Jr.

SECRETARY
Linda T. Gibson*

TREASURER
John R. Elder*

*Affiliated Person of Administrator and Distributor

- ---------------------------------------|-|-------------------------------------

INVESTMENT ADVISER
Citibank, N.A.
153 East 53rd Street, New York, NY 10043

ADMINISTRATOR AND DISTRIBUTOR
The Landmark Funds Broker-Dealer Services, Inc.
6 St. James Avenue, Boston, MA 02116
(617) 423-1679

TRANSFER AGENT AND CUSTODIAN
State Street Bank and Trust Company
225 Franklin Street, Boston, MA 02110

AUDITORS
Deloitte & Touche LLP
125 Summer Street, Boston, MA 02110

LEGAL COUNSEL
Bingham, Dana & Gould LLP
150 Federal Street, Boston, MA 02110

- ---------------------------------------|-|-------------------------------------

SHAREHOLDER SERVICING AGENTS
(See Inside Cover)

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

NYTFR/S/96 Printed on Recycled Paper [recycle symbol]

[logo] LANDMARK(SM) FUNDS
Advised by Citibank, N.A.

LANDMARK
NEW YORK TAX FREE
RESERVES

SEMI-ANNUAL
REPORT
February 28, 1997
<PAGE>
- --------------------------------------------------------------------------------
A LETTER TO OUR SHAREHOLDERS

Dear Shareholder:

Short-term tax-exempt securities from issuers in New York State produced
competitive returns commensurate with safety during the six-month period ended
February 28, 1997. When the period began, the economic environment was one of
subdued growth, unchanged monetary policy, relatively low interest rates and low
inflation, albeit with a moderately upward bias. These conditions soon changed:
the fourth quarter of 1996 saw more robust economic growth than most economists
had expected. Yet, the absence of accompanying inflationary pressures has
enabled the Federal Reserve Board to hold monetary policy steady and keep
interest rates low.

In this environment, the Landmark Funds' investment adviser, Citibank,
N.A., continued to manage Landmark New York Tax Free Reserves with the goal of
achieving its investment objectives: providing high levels of current income
that are largely exempt from federal, New York State and New York City personal
income taxes, preservation of capital and liquidity. The Fund seeks to offer an
attractive yield by investing primarily in high-quality short-term municipal
obligations issued by New York State, its municipalities and their agencies.

This report reviews the Fund's investment activities and performance during
the six months ended February 28, 1997, and provides a summary of Citibank's
perspective on and outlook for New York's tax-free money market securities
marketplace. On behalf of the Board of Trustees of the Landmark Funds, I want to
thank you for your confidence and participation.

/s/ Philip W. Coolidge

Philip W. Coolidge
President
March 14, 1997

- --------------------------------------------------------------------------------
Remember that Mutual Fund Shares:
o Are not bank deposits or FDIC insured
o Are not obligations of or guaranteed by Citibank or Citicorp Investment
Services
o Are subject to investment risks, including possible loss of the principal
amount invested

TABLE OF CONTENTS
LANDMARK NEW YORK TAX FREE RESERVES
- --------------------------------------------------------------------------------
1 A Letter to Our Shareholders
- --------------------------------------------------------------------------------
2 Market Environment
Fund Snapshot
- --------------------------------------------------------------------------------
Fund Quotes
3 The Portfolio Manager Responds
Strategy and Outlook
- --------------------------------------------------------------------------------
4 Fund Data
7-Day Yield Comparisons

- --------------------------------------------------------------------------------
5 Portfolio of Investments
- --------------------------------------------------------------------------------
9 Statement of Assets and Liabilities
- --------------------------------------------------------------------------------
10 Statement of Operations
- --------------------------------------------------------------------------------
11 Statement of Changes in Net Assets
- --------------------------------------------------------------------------------
12 Financial Highlights
- --------------------------------------------------------------------------------
13 Notes to Financial Statements
<PAGE>
- --------------------------------------------------------------------------------
MARKET ENVIRONMENT

Although the economy during the first half of 1996 was stronger than most
economists expected, by September economic growth had moderated to a rate well
below the level at which the Federal Reserve Board's monetary policy-makers
begin to worry about inflation. This favorable environment proved to be positive
for most fixed-income securities, in large part because the Federal Reserve was
able to hold monetary policy steady after their most recent rate cut in January,
1996.

By the end of January, 1997, however, it became apparent that the U.S.
economy had accelerated at an annualized 4.7% rate during the fourth quarter of
1996, a higher level of growth than most market-watchers expected. This
increase, coupled with gains in employment and industrial production, once again
raised concern among some investors that an acceleration of inflation might be
imminent. Yet, other reliable leading indicators of inflation subsequently told
a different story, reassuring the markets that low levels of inflation were
likely to continue.

Economic conditions in New York State appeared to improve during the period
as the current fiscal year apparently will end with a budget surplus of more
than $1 billion. If the revenue and spending forecasts in next year's budget are
realized, New York State could receive an upgrade from A- to A in its credit
rating from Standard & Poor's, a major bond rating agency.

- --------------------------------------------------------------------------------
FUND SNAPSHOT

COMMENCEMENT OF OPERATIONS
November 4, 1985

NET ASSETS AS OF 2/28/97
$1,034.9 million

FUND OBJECTIVE
To provide its shareholders with high levels of current income exempt from
federal, New York State and New York City personal income taxes*, preservation
of capital and liquidity.

DIVIDENDS
Declared daily, paid monthly

BENCHMARKS
o Lipper New York Tax Exempt Money Market Funds Average
o IBC New York Tax Free Funds Average

INVESTMENT ADVISER
Citibank, N.A.

* A portion of the income may be subject to the Federal Alternative Minimum Tax
(AMT). Consult your personal tax advisor.
<PAGE>
- --------------------------------------------------------------------------------
FUND QUOTES FROM THE PORTFOLIO MANAGER

"Fourth quarter 1996 economic growth was stronger than expected, and we are
watching carefully to see if that strength continues or returns to
noninflationary levels."

"We took advantage of high-quality nonrated notes issued by school districts
that are considered by our analysts to be equivalent to the highest quality
rated securities."

"New York's economy appears to be strong and the state should end the fiscal
year with a surplus, despite the fact that the state legislature is perennially
late adopting a budget."

- --------------------------------------------------------------------------------
THE PORTFOLIO MANAGER RESPONDS

We maintained this longer-than-neutral posture throughout the period,
shortening and lengthening within a well defined range to take advantage of
changing supply-demand relationships in the municipal securities market. Just
prior to times when New York and its municipalities came to the market to issue
new securities, we shortened our average maturity to take advantage of the
temporary increase in supply. During such times, we strive to lock in
incrementally higher yields for as long as possible in anticipation of lower
interest rates.

The Fund consisted of a diverse array of short-term tax-exempt securities
throughout the six-month period. Most significantly, we increased our exposure
to non-rated notes issued by small school districts. Because of their small
size, these issuers chose not to pay for a credit evaluation by the major bond
rating agencies, and they therefore are not considered by some institutional
investors who rely on such reports. At Citibank, our analysts carefully evaluate
the creditworthiness of each issuer and approve non-rated securities for
purchase only if their credit quality is considered equivalent to the major
agencies' highest ratings.

In accordance with its investment policies, the Fund also focused on
variable-rate floaters and commercial paper, both of which provided higher
yields than New York's general obligation municipal securities. At times when
high-quality New York securities are unavailable, we will purchase Puerto Rico
short-term obligations. These investments are exempt from federal and state
income taxes, although they typically offer somewhat lower yields than New York
securities.

- --------------------------------------------------------------------------------
STRATEGY AND OUTLOOK

Our outlook for 1997 is cautiously optimistic. While we expect inflation to
remain benign for the first part of 1997, we are aware of the risk that, if
economic growth during the first quarter of 1997 is as strong as it was in the
fourth quarter of 1996, the Federal Reserve probably would raise key short-term
interest rates. In such an event, we might attempt to reduce the Fund's average
maturity toward the neutral range to take advantage of higher yielding
opportunities if they become available. We could also seek to increase our
exposure to variable-rate securities that tend to do well in rising
interest-rate environments.

At this point, however, we believe that the fourth quarter's economic
strength was a temporary anomaly, and we expect the first part of 1997 to show a
market environment remarkably similar to the one that prevailed in the third
quarter of 1996: moderate growth, low inflation, modestly declining interest
rates and an unchanged monetary policy. Our strategy in this environment is to
maintain an average duration in the longer-than-neutral range. If the national
economy slows over the near term, we could maintain a longer-than-average
maturity in order to maintain competitive yields in a declining interest rate
environment.
<PAGE>
- --------------------------------------------------------------------------------
FUND DATA All Periods Ended February 28, 1997 (unaudited)

<TABLE>
<CAPTION>
TOTAL RETURNS
----------------------------------------------------
SIX ONE FIVE TEN
MONTHS** YEAR YEARS* YEARS*
----------- --------- ---------- ----------
<S> <C> <C> <C> <C>
Landmark New York Tax Free Reserves................. 1.43% 2.85% 2.53% 3.49%
Lipper New York Tax Exempt Money Market Funds Average 1.43% 2.87% 2.54% 3.55%

*Average Annual Total Return
**Not Annualized
</TABLE>

7-DAY YIELDS
- ------------
Annualized Current 2.77%
Effective 2.81%

The Annualized Current 7-Day Yield reflects the amount of income generated by
the investment during that seven-day period and assumes that the income is
generated each week over a 365 day period. The yield is shown as a percentage of
the investment.

The Effective 7-Day Yield is calculated similarly, but when annualized the
income earned by the investment during that seven-day period is assumed to be
reinvested.

The effective yield is slightly higher than the current yield because of the
compounding effect of this assumed reinvestment.

- --------------------------------------------------------------------------------
7-DAY YIELD COMPARISONS

COMPARISON OF 7-DAY YIELDS FOR LANDMARK NEW YORK TAX FREE RESERVES
VS. IBC NEW YORK TAX FREE FUNDS AVERAGE

As the graph illustrates, Landmark New York Tax Free Reserves generally provided
a similar annualized seven-day yield than a comparable IBC's Money Fund Report
Averages(TM), as published in IBC Money Fund Report(TM), for the one year
period.

Landmark New York IBC New York Tax
Tax Free Reserves Free Funds Average
----------------- ------------------
3/5/96 2.71% 2.70%
3/12/96 2.57% 2.54%
3/19/96 2.60% 2.58%
3/26/96 2.67% 2.65%
4/2/96 2.70% 2.70%
4/9/96 2.59% 2.56%
4/16/96 2.70% 2.74%
4/23/96 2.83% 2.88%
4/30/96 3.00% 3.10%
5/7/96 3.01% 3.09%
5/14/96 3.01% 3.10%
5/21/96 3.02% 3.06%
5/28/96 2.94% 2.99%
6/4/96 2.87% 2.93%
6/11/96 2.64% 2.66%
6/18/96 2.67% 2.72%
6/25/96 2.74% 2.81%
7/2/96 2.73% 2.76%
7/9/96 2.36% 2.21%
7/16/96 2.37% 2.22%
7/23/96 2.73% 2.67%
7/30/96 2.84% 2.84%
8/6/96 2.86% 2.84%
8/13/96 2.87% 2.82%
8/20/96 2.87% 2.89%
8/27/96 2.82% 2.81%
9/3/96 2.84% 2.82%
9/10/96 2.77% 2.71%
9/17/96 2.83% 2.78%
9/24/96 2.92% 2.90%
10/1/96 3.04% 3.05%
10/8/96 2.81% 2.73%
10/15/96 2.87% 2.82%
10/22/96 2.91% 2.89%
10/29/96 2.92% 2.91%
11/5/96 2.90% 2.90%
11/12/96 2.82% 2.80%
11/19/96 2.88% 2.88%
11/26/96 2.88% 2.89%
12/3/96 2.93% 2.97%
12/10/96 2.73% 2.68%
12/17/96 2.85% 2.85%
12/24/96 3.04% 3.05%
12/31/96 3.15% 3.17%
1/7/97 2.82% 2.81%
1/14/97 2.81% 2.74%
1/21/97 2.85% 2.77%
1/28/97 2.85% 2.78%
2/4/97 2.91% 2.86%
2/11/97 2.78% 2.72%
2/18/97 2.78% 2.72%
2/25/97 2.81% 2.75%

Notes: The Fund seeks to maintain a stable $1.00 per share price, although there
is no assurance that this will be so on a continuing basis. Fund shares are not
insured or guaranteed by the U.S. Government. Yields and total returns will
fluctuate and past performance is no guarantee of future results. Total return
figures include reinvestment of dividends. Returns and yields reflect certain
voluntary fee waivers. If the waivers were not in place, the fund's returns and
yields would have been lower.

<PAGE>
Landmark New York Tax Free Reserves
- --------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS February 28, 1997 (unaudited)

PRINCIPAL
AMOUNT
ISSUER (000'S OMITTED) VALUE
- --------------------------------------------------------------------------------
TAX-EXEMPT COMMERCIAL PAPER--3.9%
New York State Dormitory Authority
Revenue, 3.30%, due 4/8/97 ............... $ 3,000 $ 3,000,000
New York State Dormitory Authority
Revenue, 3.45%, due 4/8/97 ............... 8,000 8,000,000
New York State Dormitory Authority
Revenue, 3.35%, due 4/10/97 .............. 2,000 2,000,000
New York State Dormitory Authority
Revenue, 3.35%, due 4/14/97 .............. 5,000 5,000,000
New York State Dormitory Authority
Revenue, 3.40%, due 5/15/97 .............. 5,000 5,000,000
New York State Dormitory Authority
Revenue, 3.35%, due 5/18/97 .............. 9,000 9,000,000
Port Authority of New York &
New Jersey, Series B, AMT,
3.25%, due 3/11/97 ....................... 3,750 3,750,000
Puerto Rico Commonwealth
Government Development,
3.25%, due 4/9/97 ........................ 4,200 4,200,000
--------------
39,950,000
--------------
REVENUE, TAX, BOND AND TAX
REVENUE ANTICIPATION NOTES--25.2%
Brentwood, NY Union Free School,
District, TANs, 4.25%, due 6/30/97 ....... 5,000 5,002,336
Brentwood, NY Union Free School
District, TANs, 4.50%, due 6/30/97 ....... 14,000 14,018,139
Connetquot, NY Central Islip School
District, RANs, 4.50%, due 6/26/97 ....... 10,000 10,016,850
Cortland, NY City School District,
RANs, 4.25%, due 6/26/97 ................. 5,000 5,004,537
Clinton County, NY BANs, 4.00%, due
12/12/97 ................................. 7,535 7,560,445
East Islip, NY Union Free School
District, TANs, 4.50%, due 6/26/97 ....... 9,000 9,015,009
Elmira County, NY School District,
RANs, 4.25%, due 9/30/97 ................. 6,000 6,008,381
Elmira County, NY School District,
BANs, 4.25%, due 12/17/97 ................ 7,540 7,554,328
Greenport, NY Union Free School
District, TANs, 4.50%, due 6/26/97 ....... 1,775 1,778,236
Harrison, NY BANs, 4.00%,
due 12/18/97 ............................. 1,500 1,505,053
Hicksville, NY Union Free School
District, TANs, 4.25%, due 6/26/97 ....... 4,925 4,929,470
Levittown, NY Central School District,
TANs, 4.25%, due 6/25/97 ................. 7,900 7,905,747
Lindenhurst, NY Union Free School
District, TANs, 4.25%, due 6/25/97 ....... 9,875 9,877,961
Longwood, NY Central School District,
TANs, 4.25%, due 6/26/97 ................. 12,000 12,009,061
Monroe County, NY, BANs,
4.00%, due 12/12/97 ...................... 7,000 7,025,762
Mount Sinai, NY Union Free School
District, TANs, 4.38%, due 6/27/97 ....... 4,500 4,506,525
Nassau County, NY, RANs,
4.00%, due 3/5/97 ........................ 1,500 1,500,056
Nassau County, NY, BANs,
4.50%, due 3/14/97 ....................... 13,000 13,002,813
Nassau County, NY, TANs,
4.00 %, due 3/27/97 ...................... 10,000 10,003,957
New York City, NY, RANs,
4.50%, due 4/15/97 ....................... 12,000 12,012,346
New York City, NY, RANs,
4.50%, due 6/30/97 ....................... 24,045 24,108,480
Phelps Clifton Springs, New York,
Central School District BANs,
4.25%, due 6/20/97 ....................... 20,065 20,079,360
Puerto Rico Electric Power Authority,
TRANs, 4.00%, due 7/30/97 ................ 17,000 17,036,768
Putman County, NY, TANs,
4.00%, due 8/27/97 ....................... 7,250 7,265,418
Riverhead, NY Central School District,
TANs, 4.25%, due 6/26/97 ................. 5,000 5,004,537
Riverhead, NY Central School District,
BANs, 3.88%, due 12/5/97 ................. 7,105 7,119,274
Sauquoit Valley, NY Central School
District, RANs, 4.25%, due 10/30/97 ...... 4,845 4,862,131
Suffolk County, NY,
4.50%, due 9/11/97 ....................... 5,000 5,013,905
Wayland Cohocton, NY Central School,
BANs, 4.00%, due 1/14/98 ................. 8,500 8,524,878
Westchester County, NY, TANs,
3.49%, due 12/11/97 ...................... 5,000 5,000,722
West Islip, NY Union Free School
District,TANs, 4.50%, due 6/30/97 ........ 6,650 6,662,513
--------------
260,914,998
--------------
ANNUAL, SEMI-ANNUAL AND
QUARTERLY TENDER REVENUE
BONDS AND NOTES (PUTS)--13.0%
Municipal Assistance Corp, NY
4.00%, due 7/1/97 ........................ 1,000 1,000,951
Nassau County, NY, 5.00%, due 8/1/97 ....... 3,715 3,734,685
New York City Municipal Water
Finance Authority, 6.50%,
due 6/15/97 .............................. 2,275 2,326,824
New York City Municipal Water
Finance Authority, 9.00%,
due 6/15/97 .............................. 2,160 2,234,365
New York City, NY, 6.75%, due 3/15/97 ...... 2,100 2,102,089
New York City, NY, 8.50%, due 8/1/97 ....... 2,000 2,080,361
New York City, NY, 8.75%, due 11/1/97 ...... 1,190 1,246,725
New York State Dormitory Authority
Revenue, 6.40%, due 5/1/97 ............... 1,080 1,084,513
New York State Dormitory Authority
Revenue, 6.50%, due 5/1/97 ............... 1,050 1,055,082
New York State Dormitory Authority
Revenue, 8.00%, due 7/1/97 ............... 2,880 2,956,816
New York State Dormitory Authority
Revenue, 8.12%, due 7/1/97 ............... 3,700 3,825,229
New York State Dormitory Authority
Revenue, 9.20%, due 7/1/97 ............... 1,500 1,556,001
New York State Dormitory Authority
Revenue, 4.00%, due 8/1/97 ............... 5,000 5,011,140
New York State Dormitory Authority
Revenue, 6.40%, due 11/1/97 .............. 1,000 1,018,816
New York State Dormitory Authority
Revenue, 4.50%, due 2/1/98 ............... 1,945 1,960,042
New York State Environmental
Revenue, 3.40%, due 5/15/97 .............. 5,000 5,000,000
New York State Energy, Research &
Development, 3.85%, due 10/15/97 ......... 1,000 1,000,000
New York State Energy, Research &
Development, 3.60%, due 11/15/97 ......... 8,000 8,000,000
New York State Energy, Research &
Development, 3.25%, due 3/1/97 ........... 15,000 15,000,000
New York State Energy, Research &
Development, 3.30%, due 3/15/97 .......... 10,000 10,000,000
New York State Housing Finance
Authority, 3.80%, due 5/1/97 ............. 2,195 2,195,000
New York State Housing Finance
Authority, 5.60%, due 5/1/97 ............. 3,900 3,911,972
Puerto Rico Electric Power Authority,
8.37%, due 7/1/97 ........................ 1,590 1,647,125
Puerto Rico Electric Power Authority,
9.25%, due 7/1/97 ........................ 2,860 2,969,854
New York State Power Authority
Revenue, 3.70%, due 9/1/97 ............... 47,000 47,000,000
New York State Power Authority
Revenue, 4.00%, due 1/1/98 ............... 1,475 1,478,602
New York State Power Authority
Revenue, 7.88%, due 1/1/98 ............... 1,095 1,154,001
New York State Power Authority
Revenue, 8.00%, due 1/1/98 ............... 1,850 1,950,902
--------------
134,501,095
--------------

VARIABLE RATE DEMAND NOTES*--57.2%
Alaska State Housing Finance
Corporation, due 6/1/26 .................. 3,500 3,500,000
Babylon, NY Industrial Development
Agency, due 7/1/14 ....................... 900 900,000
Botetourt County, VA, due 7/1/11 ........... 2,200 2,200,000
Burke County, GA Development
Authority Pollution, due 1/1/16 .......... 5,000 5,000,000
Charleston County, SC Industrial
Development Revenue, due 1/1/07 .......... 700 700,000
Chicago, IL Tax Allocation, due 12/1/14 .... 3,000 3,000,000
Dade County, Florida Spa Revenue,
due 8/1/15 ............................... 6,900 6,900,000
Erie County, NY Water Authority,
due 12/1/16 .............................. 1,900 1,900,000
Farmington, NM Pollution Control
Revenue, due 9/1/24 ...................... 2,070 2,070,000
Floyd County, BA Pollution
Development Authority, due 9/1/26 ........ 2,500 2,500,000
Harris County, TX Industrial
Development Authority, AMT,
due 8/15/27 .............................. 1,900 1,900,000
Heard County, GA Pollution
Development Authority, due 9/1/26 ........ 1,000 1,000,000
Iowa Student Loan Liquidity Corp.,
AMT, due 12/1/23 ......................... 1,000 1,000,000
Jefferson County, NY Industrial
Development, AMT, due 7/1/05 ............. 2,250 2,250,000
Jacksonville, FL Industrial
Development Corp., due 2/1/14 ............ 2,100 2,100,000
Jackson, MS Pollution Control,
due 6/1/23 ............................... 700 700,000
Kansas City, MO Industrial
Development Hospital,
due 10/15/14 ............................. 3,700 3,700,000
Los Angeles, CA Regulation Airport
Lease, due 12/1/25 ....................... 5,500 5,500,000
Metropolitan Transit Authority, NY,
due 7/1/21 ............................... 9,800 9,800,000
Missouri Higher Education Student
Loan, AMT, due 6/1/17 .................... 5,100 5,100,000
Montgomery County, OH Revenue,
due 5/15/25 .............................. 2,400 2,400,000
Nassau County, NY, Industrial
Development Agency, due 12/1/99 .......... 3,000 3,000,000
New Hanover County, NC,
due 3/1/13 ............................... 2,250 2,250,000
Newport Beach, CA Revenue,
due 10/1/22 .............................. 3,500 3,500,000
New York City, NY, due 8/1/09 .............. 1,000 1,000,000
New York City, NY, due 2/15/12 ............. 25,100 25,100,000
New York City, NY, due 2/15/13 ............. 1,300 1,300,000
New York City, NY, due 8/1/15 .............. 1,300 1,300,000
New York City, NY, due 8/1/16 .............. 2,500 2,500,000
New York City, NY, due 8/1/19 .............. 4,900 4,900,000
New York City, NY, due 8/1/20 .............. 1,000 1,000,000
New York City, NY, due 8/1/21 .............. 13,500 13,500,000
New York City, NY, due 8/1/22 .............. 2,450 2,450,000
New York City, NY, due 8/1/23 .............. 200 200,000
New York City, NY, due 8/15/23 ............. 1,800 1,800,000
New York City, NY, due 8/15/24 ............. 7,400 7,400,000
New York City Housing Development,
due 12/1/29 .............................. 7,000 7,000,000
New York City Housing Development,
due 11/1/10 .............................. 1,300 1,300,000
New York City Housing Development,
due 8/1/15 ............................... 6,200 6,200,000
New York City Housing Development,
AMT, due 12/15/24 ........................ 24,700 24,700,000
New York City Housing Development,
due 3/15/25 .............................. 13,100 13,100,000
New York City Industrial Development
Agency, due 6/30/14 ...................... 2,000 2,000,000
New York City Industrial Development
Agency, due 6/30/23 ...................... 2,300 2,300,000
New York City, NY Cultural Affairs
(Carnegie Hall), due 12/1/10 ............. 2,000 2,000,000
New York City, NY Cultural Affairs
(Carnegie Hall), due 12/1/15 ............. 4,325 4,325,000
New York City, NY Cultural Affairs
(Carnegie Hall), due 4/1/21 .............. 1,200 1,200,000
New York City, NY, Municipal Water
Finance Authority, due 6/15/23 ........... 12,100 12,100,000
New York City, NY, Municipal Water
Finance Authority, due 6/15/24 ........... 12,625 12,625,000
New York State Dormitory Authority
Revenue, due 7/1/23 ...................... 800 800,000
New York State Dormitory Authority
Revenue, due 7/1/25 ...................... 700 700,000
New York State Energy, Research &
Development Authority, due 10/1/14 ....... 1,700 1,700,000
New York State Energy, Research &
Development Authority, due 8/1/15 ........ 1,000 1,000,000
New York State Energy, Research &
Development Authority, due 11/1/20 ....... 15,000 15,000,000
New York State Energy, Research &
Development Authority, due 12/1/25 ....... 4,400 4,400,000
New York State Energy, Research &
Development Authority, due 12/1/26 ....... 2,200 2,200,000
New York State Energy, Research &
Development Authority, due 1/1/27 ........ 2,000 2,000,000
New York State Energy, Research &
Development Authority, due 6/1/27 ........ 2,000 2,000,000
New York State Environmental Resource
Recovery, AMT, due 11/1/14 ............... 1,400 1,400,000
New York State Housing Finance
Authority, AMT, due 11/1/28 .............. 4,000 4,000,000
New York State Job Development
Authority, due 3/1/99 .................... 2,070 2,070,000
New York State Job Development
Authority, due 3/1/00 .................... 6,220 6,220,000
New York State Job Development
Authority, AMT, due 3/1/00 ............... 2,520 2,520,000
New York State Job Development
Authority, AMT, due 3/1/03 ............... 605 605,000
New York State Job Development
Authority, due 10/1/05 ................... 1,200 1,200,000
New York State Job Development
Authority, AMT, due 3/1/07 ............... 5,440 5,440,000
New York State Local Government
Assistance Corp., due 4/1/22 ............. 31,400 31,400,000
New York State Local Government
Assistance Corp., due 4/1/23 ............. 31,800 31,800,000
New York State Local Government
Assistance Corp., due 4/1/25 ............. 46,430 46,430,000
New York State Medical Care Facilities
Agency, due 11/1/03 ...................... 8,200 8,200,000
New York State Medical Care Facilities
Agency, due 11/1/08 ...................... 3,600 3,600,000
New York State Medical Care Facilities
Agency, due 8/15/14 ...................... 2,110 2,110,000
New York State Medical Care Facilities
Agency, due 2/15/29 ...................... 5,625 5,625,000
New York State Thruway Authority,
due 11/1/24 .............................. 1,900 1,900,000
New York State Thruway Authority,
due 1/1/25 ............................... 12,665 12,665,000
North Carolina Medical Care Hospital,
due 10/1/13 .............................. 2,500 2,500,000
North Texas Higher Educational
Authority, due 4/1/36 .................... 4,300 4,300,000
Orangeburg County, SC Solid Waste,
due 11/1/24 .............................. 200 200,000
Phenix City, AL Environmental,
Import, due 3/1/31 ....................... 4,900 4,900,000
Pinellas County, Florida Health
Facilities Authority, due 12/1/15 ........ 2,000 2,000,000
Pitkin County, CO Industrial
Development Revenue, AMT,
due 4/1/14 ............................... 800 800,000
Port Authority of New York &
New Jersey, AMT, due 1/1/01 .............. 65,000 65,000,000
Port Authority of New York &
New Jersey, Special Obligation,
due 6/1/20 ............................... 900 900,000
Port Authority of New York &
New Jersey, Special Obligation,
due 8/1/28 ............................... 6,000 6,000,000
Puerto Rico Commonwealth
Government Development,
due 12/1/15 .............................. 800 800,000
Purdue University, IN University
Revenue, due 7/1/11 ...................... 3,000 3,000,000
Rockport, IN Pollution Control
Authority due 7/1/25 ..................... 500 500,000
Saint Charles Parish, LA Pollution
Control Authority, AMT, due 10/1/22 ...... 2,200 2,200,000
Saint Charles Parish, LA Pollution
Control Authority, AMT, due 9/1/23 ....... 200 200,000
Schenectady County, NY Industrial
Development, due 6/1/09 .................. 1,930 1,930,000
Seneca, NY Industrial Development
Authority, due 10/1/21 ................... 3,700 3,700,000
Southhampton County, VA Industrial
Development, due 4/1/15 .................. 6,100 6,100,000
Southwestern, IL Environmental
Development Authority, due 11/1/25 ....... 300 300,000
Suffolk County, NY Water Authority,
due 2/6/01 ............................... 5,000 5,000,000
Thornton, CO Industrial Development
Revenue, due 12/15/99 .................... 1,000 1,000,000
Triborough Bridge & Tunnel
Authority, NY, due 1/1/04 ................ 5,049 5,049,000
Triborough Bridge & Tunnel
Authority, NY, due 6/7/09 ................ 6,930 6,930,000
Triborough Bridge & Tunnel
Authority, NY, due 1/1/24 ................ 14,700 14,700,000
Volusia County, FL Health Facilities
Authority, due 9/1/20 .................... 600 600,000
Uinta County, WY Pollution Control
Revenue, due 8/15/20 ..................... 4,500 4,500,000
Warren & Washington County, NY
Industrial Development Revenue,
due 11/1/98 .............................. 7,800 7,800,000
Washington State, Health Care
Facilities, due 10/1/05 .................. 4,500 4,500,000
Washoe County, NV Water Facilities
Revenue, due 12/1/20 ..................... 2,700 2,700,000
Westchester County, NY Industrial
Development Revenue,
due 7/1/98 ............................... 4,300 4,300,000
West Feliciana LA, Parish,
due 4/1/16 ............................... 300 300,000
West Feliciana LA, Parish,
due 4/4/16 ............................... 1,500 1,500,000
Wisconsin State Health & Educational
Facilities, due 8/15/16 .................. 6,950 6,950,000
--------------
592,314,000
--------------
TOTAL INVESTMENTS
AT AMORTIZED COST ........................ 99.3% $1,027,680,093

OTHER ASSETS, LESS LIABILITIES ............. 0.7% 7,180,225
----- --------------
NET ASSETS ................................. 100.0% $1,034,860,318
===== ==============

AMT- Subject to Alternative Minimum Tax.
* Variable rate demand notes have a demand feature under which the Fund could
tender them back to the issuer on no more than 7 days' notice.

See notes to financial statements
<PAGE>
Landmark New York Tax Free Reserves
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES February 28, 1997 (unaudited)

<TABLE>
<S> <C> <C>
ASSETS:
Investments, at amortized cost and value (Note 1A) ............................... $1,027,680,093
Interest receivable .............................................................. 8,980,729
--------------
Total assets .................................................................... 1,036,660,822
--------------

LIABILITIES:
Dividends payable ................................................................ 1,110,773
Payable for shares of beneficial interest repurchased ............................ 78,112
Payable to affiliates:
Investment advisory fees (Note 3) ............................................... $ 76,017
Shareholder servicing agents' fees (Note 4B) .................................... 192,415 268,432
--------
Accrued expenses and other liabilities ........................................... 343,187
--------------
Total liabilities ............................................................... 1,800,504
--------------
NET ASSETS for 1,034,883,495 shares of beneficial interest outstanding ........... $1,034,860,318
==============

NET ASSETS CONSIST OF:
Paid-in capital .................................................................. $1,034,883,495
Accumulated net realized loss on investments ..................................... (23,177)
--------------
Total ........................................................................... $1,034,860,318
==============

NET ASSET VALUE, OFFERING PRICE, AND REDEMPTION PRICE PER SHARE .................. $1.00
=====
</TABLE>

See notes to financial statements
<PAGE>
Landmark New York Tax Free Reserves
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
For the Six Months Ended February 28, 1997 (unaudited)

<TABLE>
<S> <C> <C>
INTEREST INCOME (NOTE 1B): ................................................................. $16,757,985

EXPENSES:
Administrative fees (Note 4A) ............................................. $1,174,837
Shareholder Servicing Agents' fees (Note 4B) .............................. 1,174,837
Investment Advisory fees (Note 3) ......................................... 939,870
Distribution fees (Note 5) ................................................ 469,935
Custodian fees ............................................................ 156,265
Trustee fees .............................................................. 28,966
Shareholder reports ....................................................... 17,642
Auditing fees ............................................................. 16,000
Legal fees ................................................................ 9,213
Transfer agent fees ....................................................... 6,042
Registration fees ......................................................... 161
Miscellaneous ............................................................. 71,017
----------
Total expenses ........................................................... 4,064,785
Less aggregate amounts waived by Investment Adviser, Administrator,
and Distributor (Notes 3, 4A, and 5) ..................................... (966,005)
Less fees paid indirectly (Note 1E) ...................................... (7,561)
----------
Net expenses ............................................................. 3,091,219
-----------
Net investment income .................................................... 13,666,766
NET REALIZED GAIN ON INVESTMENTS .......................................... 341
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ...................... $13,667,107
===========
</TABLE>

See notes to financial statements
<PAGE>
Landmark New York Tax Free Reserves
- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
FEBRUARY 28, 1997 YEAR ENDED
(UNAUDITED) AUGUST 31, 1996
--------------- -------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income ................................................. $ 13,666,766 $ 25,500,541
Net realized gain (loss) on investments ............................... 341 (18,487)
-------------- -------------
Net increase in net assets resulting from operations ................. 13,667,107 25,482,054
-------------- -------------

DIVIDENDS TO SHAREHOLDERS FROM:
Net investment income ................................................. (13,666,766) (25,500,541)
-------------- -------------

TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST AT NET ASSET VALUE OF
$1.00 PER SHARE (Note 6):
Net proceeds from sale of shares ...................................... 497,330,649 982,347,236
Net asset value of shares issued to shareholders
from reinvestment of dividends ....................................... 6,916,576 13,151,748
Cost of shares repurchased ............................................ (411,078,739) (820,918,087)
-------------- -------------
Net increase in net assets from transactions in shares of
beneficial interest .................................................. 93,168,486 174,580,897
-------------- -------------
NET INCREASE IN NET ASSETS ............................................ 93,168,827 174,562,410

NET ASSETS:
Beginning of period ................................................... 941,691,491 767,129,081
-------------- -------------
End of period ......................................................... $1,034,860,318 $ 941,691,491
============== =============
</TABLE>

See notes to financial statements
<PAGE>
Landmark New York Tax Free Reserves
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED AUGUST 31
FEBRUARY 28, 1997 --------------------------------------------------------
(UNAUDITED) 1996 1995 1994 1993 1992
---------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, beginning of period .... $1.00000 $1.00000 $1.00000 $1.00000 $1.00000 $1.00000
Net investment income ................... 0.01424 0.02936 0.03136 0.01954 0.01858 0.02914
Dividends from net investment income .... (0.01424) (0.02936) (0.03136) (0.01954) (0.01858) (0.02914)
-------- -------- -------- -------- -------- --------
Net Asset Value, end of period .......... $1.00000 $1.00000 $1.00000 $1.00000 $1.00000 $1.00000
======== ======== ======== ======== ======== ========

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted) $1,034,860 $941,691 $767,129 $684,687 $607,992 $675,238
Ratio of expenses to average net assets 0.65%* 0.65% 0.65% 0.65% 0.65% 0.65%
Ratio of net investment income to average
net assets ............................. 2.91%* 2.92% 3.15% 1.96% 1.86% 2.88%
Total return ............................ 1.43%+ 2.98% 3.18% 1.97% 1.87% 2.94%

Note: If agents of the Fund had not voluntarily agreed to waive all or a portion of their fees for the periods
indicated, the net investment income per share and ratios would have been as follows:

NET INVESTMENT INCOME PER SHARE ......... $0.01321 $0.02725 $0.02917 $0.01715 $0.01628 $0.02691

RATIOS:
Expenses to average net assets .......... 0.86%* 0.86% 0.87% 0.88% 0.88% 0.87%
Net investment income to
average net assets ..................... 2.70%* 2.71% 2.93% 1.72% 1.63% 2.66%

* Annualized
+ Not Annualized
</TABLE>

See notes to financial statements
<PAGE>
Landmark New York Tax Free Reserves
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (unaudited)

(1) SIGNIFICANT ACCOUNTING POLICIES
Landmark New York Tax Free Reserves (the "Fund") is a separate non-diversified
series of Landmark Multi-State Tax Free Funds (the "Trust") which is organized
as a Massachusetts business trust and is registered under the Investment Company
Act of 1940, as amended, as an open-end, management investment company. The
Investment Adviser of the Fund is Citibank, N.A. ("Citibank"). The Landmark
Funds Broker-Dealer Services, Inc. ("LFBDS") acts as the Trust's Administrator
and Distributor. Citibank also serves as Sub-Administrator and makes Fund shares
available to customers through various Shareholder Servicing Agents.

The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts and disclosures in the financial statements. Actual
results could differ from those estimates.

The significant accounting policies consistently followed by the Fund are as
follows:

A. VALUATION OF INVESTMENTS -- Money market instruments are valued at amortized
cost, which the Trustees have determined in good faith constitutes fair value.
The Fund's use of amortized cost is subject to the Fund's compliance with
certain conditions as specified under Rule 2a-7 of the Investment Company Act of
1940.

B. INTEREST INCOME -- Interest income consists of interest accrued and accretion
of market discount less the amortization of any premium on the investments of
the Fund.

C. FEDERAL TAXES -- The Fund's policy is to comply with the provisions of the
Internal Revenue Code available to regulated investment companies and to
distribute to shareholders all of its net investment income. Accordingly, no
provision for federal income or excise tax is necessary. At August 31, 1996, the
Fund, for federal income tax purposes, had a capital loss carryover of $5,031
which will expire on August 31, 1999. Such capital loss carryover will reduce
the Fund's taxable income arising from future net realized gain on investment
transactions, if any, to the extent permitted by the Internal Revenue Code, and
thus will reduce the amount of distributions to shareholders which would
otherwise be necessary to relieve the Fund of any liability for federal income
tax. Dividends paid by the Fund from net interest received on tax-exempt money
market instruments are not includable by shareholders as gross income for
federal income tax purposes because the Fund intends to meet certain
requirements of the Internal Revenue Code applicable to regulated investment
companies which will enable the Fund to pay exempt-interest dividends. The
portion of such interest, if any, earned on private activity bonds issued after
August 7, 1986 may be considered a tax preference item to shareholders.

D. EXPENSES -- The Fund bears all costs of its operations other than expenses
specifically assumed by Citibank and LFBDS. Expenses incurred by the Trust with
respect to any two or more Funds in the series are allocated in proportion to
the average net assets of each fund, except when allocations of direct expenses
to each fund can otherwise be made fairly. Expenses directly attributable to a
fund are charged to that fund.

E. FEES PAID INDIRECTLY -- The Fund's custodian bank calculates its fees based
on the Fund's average daily net assets. The fee is reduced according to a fee
arrangement, which provides for custody fees to be reduced based on a formula
developed to measure the value of cash deposited with the custodian by the Fund.
This amount is shown as a reduction of expenses on the Statement of Operations.

F. OTHER -- Purchases, maturities and sales of money market instruments are
accounted for on the date of the transaction.

(2) DIVIDENDS
The net income of the Fund is determined once daily, as of 12:00 noon, New York
City time, and all of the net income of the Fund so determined is declared as a
dividend to shareholders of record at the time of such determination. Dividends
are distributed in the form of additional shares of the Fund or, at the election
of the shareholder, in cash (subject to the policies of the shareholder's
Shareholder Servicing Agent), on or prior to the last business day of the month.

(3) INVESTMENT ADVISORY FEES
The Investment advisory fee paid to Citibank, as compensation for overall
investment management services, amounted to $939,870 of which $280,459 was
voluntarily waived for the six months ended February 28, 1997. The investment
advisory fee is computed at the annual rate of 0.20% of the Fund's average daily
net assets.

(4) ADMINISTRATIVE SERVICES PLAN
The Trust has adopted an Administrative Services Plan (the "Administrative
Services Plan") which provides that the Trust on behalf of each Fund may obtain
the services of an Administrator, one or more Shareholder Servicing Agents and
other Servicing Agents and may enter into agreements providing for the payment
of fees for such services. Under the Administrative Services Plan, the aggregate
of the fee paid to the Administrator from the Fund, the fees paid to the
Shareholder Servicing Agents from the Fund under such Plan and the Basic
Distribution Fee paid from the Fund to the Distributor under the Distribution
Plan may not exceed 0.60% of the Fund's average daily net assets on an
annualized basis for the Fund's then-current fiscal year.

A. ADMINISTRATIVE FEES -- Under the terms of an Administrative Services
Agreement, the administrative fee paid to the Administrator, as compensation for
overall administrative services and general office facilities, is computed at
the annual rate of 0.25% of the Fund's average daily net assets.The
Administrative fees amounted to $1,174,837 of which $444,045 was voluntarily
waived for the six months ended February 28, 1997. Citibank acts as
Sub-Administrator and performs such duties and receives such compensation from
LFBDS as from time to time is agreed to by LFBDS and Citibank. The Fund pays no
compensation directly to any Trustee or any officer who is affiliated with the
Administrator, all of whom receive remuneration for their services to the Fund
from the Administrator or its affiliates. Certain of the officers and a Trustee
of the Fund are officers or a director of the Administrator or its affiliates.

B. SHAREHOLDER SERVICING AGENTS FEES -- The Trust on behalf of the Fund has
entered into shareholder servicing agreements with each Shareholder Servicing
Agent pursuant to which that Shareholder Servicing Agent acts as an agent for
its customers and provides other related services. For their services, each
Shareholder Servicing Agent receives fees from the Fund, which may be paid
periodically, but may not exceed, on an annualized basis, an amount equal to
0.25% of the average daily net assets of the Fund represented by shares owned
during the period by investors for whom such Shareholder Servicing Agent
maintains a servicing relationship. Shareholder Servicing Agents fees amounted
to $1,174,837, for the six months ended February 28, 1997.

(5) DISTRIBUTION FEES
The Trust has adopted a Plan of Distribution pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended, in which the Fund reimburses the
Distributor for expenses incurred or anticipated in connection with sales of
shares of the Fund, at an annual rate not to exceed 0.10% of the Fund's average
daily net assets. The Distribution fees amounted to $469,935, of which $241,501
was voluntarily waived for the six months ended February 28, 1997. The
Distributor may also receive an additional fee from the Fund not to exceed 0.10%
of the Fund's average daily net assets in anticipation of, or as reimbursement
for, advertising expenses incurred by the Distributor in connection with the
sale of shares of the Fund. No payments of such additional fees have been made
to date.

(6) SHARES OF BENEFICIAL INTEREST
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional Shares of Beneficial Interest (without par value).

(7) INVESTMENT TRANSACTIONS
Purchases, and maturities and sales, of money market instruments aggregated
$911,644,453 and $883,189,680, respectively, for the six months ended February
28, 1997.

(8) FEDERAL INCOME TAX BASIS OF INVESTMENT SECURITIES
The cost of investment securities owned at February 28, 1997, for federal income
tax purposes, amounted to $1,027,680,093.

(9) LINE OF CREDIT
The Fund, along with other Landmark Funds, entered into an agreement with a bank
which allows the Funds collectively to borrow up to $40 million for temporary or
emergency purposes. Interest on borrowings, if any, is charged to the specific
fund executing the borrowing at the base rate of the bank. The line of credit
requires a quarterly payment of a commitment fee based on the average daily
unused portion of the line of credit. For the six months ended February 28,
1997, the commitment fee allocated to the Fund was $2,163. Since the line of
credit was established, there have been no borrowings.
<PAGE>
- --------------------------------------------------------------------------------
SHAREHOLDER
SERVICING AGENTS

FOR CITIBANK RETAIL BANKING AND
BUSINESS AND PROFESSIONAL CUSTOMERS:
Citibank, N.A.
111 Wall Street, New York, NY 10043
(212) 820-2383 or (800) 846-5300

FOR CITIGOLD CUSTOMERS:
Citigold
P.O. Box 5130, New York, NY 10126-5130
Call your Citigold Executive or, in NY or CT, or (800) 285-1701,
for all other states, (800) 285-1707

FOR CITIBANK PRIVATE BANKING CLIENTS:
Citibank, N.A.
The Citibank Private Bank
153 East 53rd Street, New York, NY 10043
Call Your Citibank Private Banking Account Officer,
Investment Specialist or (212) 559-5959

FOR CITIBANK GLOBAL ASSET MANAGEMENT CLIENTS:
Citibank, N.A.
Citibank Global Asset Management
153 East 53rd Street, New York, NY 10043
(212) 559-7117

FOR CITIBANK NORTH AMERICAN INVESTOR SERVICES CLIENTS:
Citibank, N.A.
Master Trust Accounts
111 Wall Street, New York, NY 10043
Call Your Account Manager or (212) 657-9659

FOR CITICORP INVESTMENT SERVICES CUSTOMERS:
Citicorp Investment Services
One Court Square, Long Island City, NY 11120
Call Your Investment Consultant or (800) 846-5200
(212) 820-2380 in New York City

[logo] LANDMARK
FUNDS

MONEY MARKET FUNDS:
Cash Reserves
Premium Liquid Reserves
Institutional Liquid Reserves

U.S. Treasury Reserves
Premium U.S. Treasury Reserves
Institutional U.S. Treasury Reserves

Tax Free Reserves
Institutional Tax Free Reserves

California Tax Free Reserves
Connecticut Tax Free Reserves
New York Tax Free Reserves

STOCK & BOND FUNDS:
U.S. Government Income Fund
Intermediate Income Fund
National Tax Free Income Fund
New York Tax Free Income Fund

Balanced Fund
Equity Fund
International Equity Fund
Small Cap Equity Fund
Emerging Asian Markets Equity Fund
<PAGE>
TRUSTEES AND OFFICERS
C. Oscar Morong, Jr., Chairman
Philip W. Coolidge*, President
H. B. Alvord
Elliott J. Berv
Mark T. Finn
Riley C. Gilley
Diana R. Harrington
Susan B. Kerley
Walter E. Robb, III
E. Kirby Warren
William S. Woods, Jr.

SECRETARY
Linda T. Gibson*

TREASURER
John R. Elder*

*Affiliated Person of Administrator and Distributor

- ---------------------------------------|-|-------------------------------------

INVESTMENT ADVISER
Citibank, N.A.
153 East 53rd Street, New York, NY 10043

ADMINISTRATOR AND DISTRIBUTOR
The Landmark Funds Broker-Dealer Services, Inc.
6 St. James Avenue, Boston, MA 02116
(617) 423-1679

TRANSFER AGENT AND CUSTODIAN
State Street Bank and Trust Company
225 Franklin Street, Boston, MA 02110

AUDITORS
Deloitte & Touche LLP
125 Summer Street, Boston, MA 02110

LEGAL COUNSEL
Bingham, Dana & Gould LLP
150 Federal Street, Boston, MA 02110

- ---------------------------------------|-|-------------------------------------

SHAREHOLDER SERVICING AGENTS
(See Inside Cover)

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

CATFR/S/97 Printed on Recycled Paper [recycle logo]

[logo] LANDMARK(SM) FUNDS
Advised by Citibank, N.A.

LANDMARK CALIFORNIA
TAX FREE
RESERVES

SEMI-ANNUAL
REPORT
February 28, 1997
<PAGE>
- --------------------------------------------------------------------------------
A LETTER TO OUR SHAREHOLDERS

Dear Shareholder:

Short-term tax-exempt securities from issuers in California produced
competitive returns commensurate with safety during the six-month period ended
February 28, 1997. When the period began, the economic environment was one of
subdued growth, unchanged monetary policy, relatively low interest rates and low
inflation, albeit with a moderately upward bias. These conditions soon changed:
the fourth quarter of 1996 saw more robust economic growth than most economists
had expected. Yet, the absence of accompanying inflationary pressures has
enabled the Federal Reserve Board to hold monetary policy steady and keep
interest rates low.

In this environment, the Landmark Funds' investment adviser, Citibank,
N.A., continued to manage Landmark California Tax Free Reserves with the goal of
achieving its investment objectives: providing high levels of current income
that are largely exempt from both federal and California personal income taxes,
preservation of capital and liquidity. The Fund seeks to offer an attractive
yield by investing primarily in high-quality short-term municipal obligations
issued by California, its municipalities and their agencies.

This report reviews the Fund's investment activities and performance during
the six months ended February 28, 1997, and provides a summary of Citibank's
perspective on and outlook for California's tax-free money market securities
marketplace. On behalf of the Board of Trustees of the Landmark Funds, I want to
thank you for your confidence and participation.

/s/ Philip W. Coolidge

Philip W. Coolidge
President
March 14, 1997

TABLE OF CONTENTS

LANDMARK CALIFORNIA
TAX FREE RESERVES
1 A Letter to Our Shareholders
- --------------------------------------------------------------------------------
2 Market Environment
Fund Snapshot
- --------------------------------------------------------------------------------
Fund Quotes
3 The Portfolio Manager Responds
Strategy and Outlook

4 Fund Data
7-Day Yield Comparisons
- --------------------------------------------------------------------------------
5 Portfolio of Investments
- --------------------------------------------------------------------------------
8 Statement of Assets and Liabilities
- --------------------------------------------------------------------------------
9 Statement of Operations
- --------------------------------------------------------------------------------
10 Statement of Changes in Net Assets
- --------------------------------------------------------------------------------
11 Financial Highlights
- --------------------------------------------------------------------------------
12 Notes to Financial Statements
<PAGE>
- --------------------------------------------------------------------------------
MARKET ENVIRONMENT

Economic conditions in California continued to improve during the period,
and the current fiscal year apparently will end with a state budget surplus.
However, the passage of Proposition 218 -- a measure that would require voter
approval of certain municipal financing activities--has raised concern among
analysts that it may become more difficult for California's counties, towns and
cities to raise revenues. The state legislature and courts may review the
language of certain sections of the Proposition during the coming year, and they
are expected to issue clarifications and legal interpretations accordingly.

- --------------------------------------------------------------------------------
FUND SNAPSHOT

COMMENCEMENT OF OPERATIONS
March 10, 1992

NET ASSETS AS OF 2/28/97
$193.4 million

FUND OBJECTIVE
Provide high levels of current income which is exempt from both Federal and
California personal income taxes,* preservation of capital and liquidity.

DIVIDENDS
Declared daily, paid monthly

CAPITAL GAINS
Distributed annually, if any

BENCHMARKS
o Lipper California Tax Exempt Money Market Funds Average
o IBC California Tax Free Money Funds Average

INVESTMENT ADVISER
Citibank, N.A.

*A portion of the income may be subject to the Federal Alternative Minimum Tax.
(AMT) Consult your personal tax advisor.
<PAGE>
- --------------------------------------------------------------------------------
FUND QUOTES FROM THE PORTFOLIO MANAGER

"Fourth quarter 1996 economic growth was stronger than expected, and we are
watching carefully to see if that strength continues or returns to
noninflationary levels."

"We have kept our average maturity long since rates rose last July to their
highest levels of 1996. We extended maturities at that time to lock in as much
yield as we possibly could."

"The passage of Proposition 218 raises questions about California
municipalities' future ability to borrow in the tax-exempt marketplace. Those
questions may be answered in 1997 by the courts and the California state
legislature."

- --------------------------------------------------------------------------------
THE PORTFOLIO MANAGER RESPONDS

We maintained this longer-than-neutral posture throughout the period,
shortening and lengthening within a well defined range to take advantage of
changing supply-demand relationships in the municipal securities market. Just
prior to times when California came to the market to issue new securities, we
shortened our average maturity to take advantage of the temporary increase in
supply. During such times, we strive to lock in incrementally higher yields for
as long as possible in anticipation of lower interest rates.

The Fund consisted of a diverse array of short-term tax-exempt securities
throughout the six-month period. Most significantly, we maintained our positions
in tax-exempt commercial paper, put bonds and variable-rate demand paper. We
have also been buyers of tax-exempt notes issued by the state and carefully
selected municipalities.

- --------------------------------------------------------------------------------
STRATEGY AND OUTLOOK

Our outlook for 1997 is cautiously optimistic. While we expect inflation to
remain benign for the first part of 1997, we are aware of the risk that, if
economic growth during the first quarter of 1997 is as strong as it was in the
fourth quarter of 1996, the Federal Reserve probably would raise key short-term
interest rates. In such an event, we might attempt to reduce the Fund's average
maturity toward the neutral range to be able to take advantage of higher
yielding opportunities if they become available. We would also seek to increase
our exposure to variable-rate securities that tend to do well in rising
interest-rate environments.

<TABLE>
<CAPTION>
TOTAL RETURNS
------------------------------------------
SINCE
SIX ONE 3/10/92
MONTHS** YEAR INCEPTION*
------ ------ ----------
<S> <C> <C> <C>
Landmark California Tax Free Reserves .................. 1.40% 2.87% 2.85%
Lipper California Tax Exempt Money Market Funds Average 1.43% 2.86% 2.63%+
* Average Annual Total Return
** Not Annualized
+ Since 3/31/92
</TABLE>

7-DAY YIELDS
- ------------
Annualized Current 2.75%
Effective 2.79%

The Annualized Current 7-Day Yield reflects the amount of income generated by
the investment during that seven day period and assumes that the income is
generated each week over a 365 day period. The yield is shown as a percentage of
the investment.

The Effective 7-Day Yield is calculated similarly, but when annualized, the
income earned by the investment during that seven day period is assumed to be
reinvested.

The effective yield is slightly higher than the current yield because of the
compounding effect of this assumed reinvestment.

- --------------------------------------------------------------------------------
7-Day Yield Comparisons

As the graph illustrates, Landmark California Tax Free Reserves generally
provided a similar annualized seven-day yield than a comparable IBC's Money Fund
Report AveragesTM, as published in IBC Money Fund ReportTM, for the one year
period.

COMPARISON OF 7-DAY YIELDS FOR LANDMARK CALIFORNIA TAX FREE RESERVES
VS. IBC CALIFORNIA TAX FREE MONEY FUNDS AVERAGE

Landmark California IBC California Tax
Tax Free Reserves Free Money Fund Average
------------------- -----------------------
3/5/96 2.93% 2.72%
3/12/96 2.81% 2.58%
3/19/96 2.88% 2.63%
3/26/96 2.93% 2.70%
4/2/96 2.96% 2.74%
4/9/96 2.76% 2.59%
4/16/96 2.93% 2.73%
4/23/96 3.12% 2.86%
4/30/96 3.21% 3.09%
5/7/96 3.10% 3.08%
5/14/96 3.16% 3.08%
5/21/96 3.12% 3.07%
5/28/96 3.17% 3.02%
6/4/96 3.15% 2.95%
6/11/96 2.80% 2.65%
6/18/96 2.91% 2.70%
6/25/96 3.00% 2.80%
7/2/96 2.90% 2.74%
7/9/96 2.10% 2.23%
7/16/96 2.15% 2.16%
7/23/96 2.60% 2.64%
7/30/96 2.76% 2.84%
8/6/96 2.72% 2.88%
8/13/96 2.79% 2.88%
8/20/96 2.85% 2.96%
8/27/96 2.75% 2.85%
9/3/96 2.78% 2.84%
9/10/96 2.57% 2.67%
9/17/96 2.68% 2.78%
9/24/96 2.84% 2.94%
10/1/96 2.97% 3.09%
10/8/96 2.67% 2.72%
10/15/96 2.79% 2.79%
10/22/96 2.83% 2.88%
10/29/96 2.86% 2.92%
11/5/96 2.86% 2.92%
11/12/96 2.76% 2.78%
11/19/96 2.83% 2.87%
11/26/96 2.84% 2.88%
12/3/96 2.87% 2.95%
12/10/96 2.69% 2.67%
12/17/96 2.83% 2.85%
12/24/96 3.05% 3.09%
12/31/96 3.13% 3.24%
1/7/97 2.76% 2.78%
1/14/97 2.73% 2.75%
1/21/97 2.76% 2.80%
1/28/97 2.79% 2.81%
2/4/97 2.88% 2.91%
2/11/97 2.75% 2.71%
2/18/97 2.74% 2.70%
2/25/97 2.75% 2.72%

PRINCIPAL
AMOUNT
ISSUER (000'S OMITTED) VALUE
- --------------------------------------------------------------------------------

TAX EXEMPT COMMERCIAL
PAPER -- 9.3%
California Pollution Control
Finance Authority,
3.40% due 3/6/97 .............................. $1,200 $ 1,200,000
California Pollution Control
Finance Authority,
3.30% due 3/19/97 ............................. 1,000 1,000,000
California Pollution Control
Finance Authority,
3.15% due 4/8/97 .............................. 3,550 3,550,000
California State,
3.25% due 3/11/97 ............................. 5,000 5,000,000
Long Beach, CA Harbor
Authority, AMT,
3.30% due 3/11/97 ............................. 2,500 2,500,000
Long Beach, CA Harbor
Authority, AMT,
3.45% due 3/12/97 ............................. 2,000 2,000,000
Long Beach, CA Harbor
Authority, AMT,
3.50% due 3/12/97 ............................. 600 600,000
Long Beach, CA Harbor
Authority, AMT,
3.45% due 5/7/97 .............................. 2,000 2,000,000
------------
17,850,000
------------
ANNUAL AND SEMI-ANNUAL
TENDER REVENUE BONDS AND
NOTES (PUTS) -- 17.7%
Atlanta, GA Urban Resource
Finance Authority,
3.90% due 5/1/97 .............................. 3,000 3,000,000
California Health Facilities
Finance Authority,
5.00% due 7/1/97 .............................. 3,000 3,011,954
California Housing Finance
Agency Revenue, AMT,
4.00% due 7/24/97 ............................. 1,500 1,500,000
California Pollution Control
Finance Authority,
3.90% due 11/15/97 ............................ 1,635 1,637,233
Contra Costa, CA
Transportation Authority,
5.00% due 3/1/97 .............................. 2,000 2,000,000
Los Angeles County, CA
Flood Control Authority,
7.88% due 7/15/97 ............................. 3,000 3,103,006
Metropolitan Water District
South Carolina Waterworks Revenue,
5.00% due 7/1/97 .............................. 2,640 2,652,461
Puerto Rico Commonwealth
Government Development Authority,
3.25% due 4/9/97 .............................. 4,000 4,000,000
Puerto Rico Commonwealth
Government Development Authority,
3.30% due 4/11/97 ............................. 3,500 3,500,000
Puerto Rico Commonwealth
Government Development Authority,
7.00% due 7/1/97 .............................. 500 505,051
Puerto Rico Electrical Power Authority,
8.38% due 7/1/97 .............................. 3,000 3,104,366
Puerto Rico Electrical Power Authority,
9.25% due 7/1/97 .............................. 1,420 1,474,541
Puerto Rico Industrial,
Medical and Environmental,
3.75% due 12/1/97 ............................. 2,000 2,000,000
Puerto Rico Public
Housing Authority,
7.88% due 7/1/97 .............................. 1,000 1,033,741
Virgin Islands Housing
Finance Authority,
3.75% due 6/1/97 .............................. 1,750 1,750,000
------------
34,272,353
------------
BOND ANTICIPATION NOTES,
TAX AND REVENUE ANTICIPATION
NOTES AND GENERAL
OBLIGATION BONDS AND
NOTES -- 16.5%
California State, Tax and
Revenue Anticipation Notes,
3.30% due 6/30/97 ............................. 2,200 2,200,000
California State, Tax and
Revenue Anticipation Notes,
4.50% due 6/30/97 ............................. 5,000 5,013,420
Contra Costa County, CA
Tax and Revenue Anticipation Notes,
4.50% due 7/3/97 .............................. 2,000 2,004,767
Kern County, CA
Tax and Revenue Anticipation Notes,
4.50% due 10/2/97 ............................. 1,600 1,607,661
Los Angeles County, CA Unified School
Tax and Revenue Anticipation Notes,
4.50% due 6/30/97 ............................. 1,000 1,002,197
Los Angeles County, CA
Tax and Revenue Anticipation Notes,
4.50% due 6/30/97 ............................. 6,000 6,014,351
Puerto Rico
Tax and Revenue Anticipation Notes,
4.00% due 7/30/97 ............................. 5,000 5,011,201
Sacramento County, CA
Tax and Revenue Anticipation Notes,
4.00% due 11/26/97 ............................ 2,000 2,006,520
Sacramento County, CA
Tax and Revenue Anticipation Notes,
4.50% due 9/30/97 ............................. 5,250 5,266,105
San Jose, CA
Tax and Revenue Anticipation Notes,
4.50% due 8/5/97 .............................. 1,000 1,002,244
San Mateo County, CA
Tax and Revenue Anticipation Notes,
4.50% due 7/1/97 .............................. 800 801,391
------------
31,929,857
------------
VARIABLE RATE DEMAND
NOTES*--56.0%
California Health Facilities Finance
Authority, due 7/1/05 ......................... 4,400 4,400,000
California Health Facilities Finance
Authority, due 7/1/09 ......................... 3,000 3,000,000
California Health Facilities Finance
Authority, due 7/1/16 ......................... 100 100,000
California Health Facilities Finance
Authority, due 7/1/18 ......................... 1,000 1,000,000
California Health Facilities Finance
Authority, due 11/1/19 ........................ 5,000 5,000,000
California Health Facilities Finance
Authority, due 7/1/20 ......................... 3,000 3,000,000
California Pollution Control Finance
Authority, due 2/28/08 ........................ 600 600,000
California Pollution Control Finance
Authority, due 12/1/12 ........................ 800 800,000
California Pollution Control Finance
Authority, due 9/1/13 ......................... 1,100 1,100,000
California Pollution Control Finance
Authority, due 12/1/16 ........................ 5,000 5,000,000
California Pollution Control Finance
Authority, due 6/1/17 ......................... 500 500,000
California Pollution Control Finance
Authority, AMT, due 9/1/18 .................... 300 300,000
California Pollution Control Finance
Authority, AMT, due 8/1/19 .................... 400 400,000
California Pollution Control Finance
Authority, AMT, due 9/1/20 .................... 350 350,000
California Pollution Control Finance
Authority, due 11/1/26 ........................ 600 600,000
California Pollution Control Solid
Waste, AMT, due 10/1/07 ....................... 2,500 2,500,000
California Pollution Control Solid
Waste, due 10/1/10 ............................ 2,385 2,385,000
California State Department of Water,
due 12/1/27 ................................... 1,750 1,750,000
California Statewide
Community Development,
due 11/1/15 ................................... 1,515 1,515,000
Carlsbad, CA
Multi-Family Housing Revenue,
due 6/1/11 .................................... 400 400,000
Clipper, CA, due 5/1/06 .......................... 3,030 3,030,000
Clipper, CA, due 8/1/26 .......................... 4,950 4,950,000
Contra Costa County, CA
Multi-Family Housing Revenue,
AMT, due 12/1/17 .............................. 2,550 2,550,000
Eastern, CA Municipal Water District
Revenue, AMT, due 7/1/20 ...................... 4,150 4,150,000
Fontana, CA Airport Development
Revenue, due 11/1/07 .......................... 4,395 4,395,000
Foothill/Eastern Transportation Toll
Authority, due 1/2/35 ......................... 5,000 5,000,000
Green River, WY Revenue, AMT,
due 10/1/18 ................................... 1,800 1,800,000
Independent Cities, CA Lease,
due 6/1/98 .................................... 400 400,000
Kansas City, MO Industrial
Development, due 10/15/14 ..................... 1,170 1,170,000
Kern County, CA Certificates of
Participation, due 8/1/06 ..................... 2,400 2,400,000
Kern County, CA Certificates of
Participation, due 12/1/23 .................... 8,000 8,000,000
Los Angeles, CA Community
Redevelopment Agency,
due 12/1/05 ................................... 700 700,000
Los Angeles County, CA Certificates
of Participation, due 11/1/05 ................. 300 300,000
Los Angeles County, CA Regl Airport
Lease, due 12/1/24 ............................ 400 400,000
Los Angeles County, CA Regl Airport
Lease, due 12/1/25 ............................ 300 300,000
Lubbock, TX Health Care Facilities
Development Corporation,
due 1/13/13 ................................... 500 500,000
Metropolitan Water District South
Carolina Waterworks Revenue
due 6/1/23 .................................... 1,000 1,000,000
Monterey Peninsula, CA Water
Authority, due 7/1/22 ......................... 500 500,000
New Hampshire Health And
Education, due 6/1/23 ......................... 1,300 1,300,000
Newport Beach, CA, due 10/1/26 ................... 6,100 6,100,000
Peoria, IL Industrial Development
Revenue, AMT, due 2/1/27 ...................... 1,000 1,000,000
Peoria, IL Solid Waste Disposal, AMT,
due 1/1/27 .................................... 2,500 2,500,000
Pittsburgh, CA, due 12/30/22 ..................... 2,400 2,400,000
Piedmont, SC Electric Power Agency,
due 1/1/22 .................................... 3,000 3,000,000
Quakertown, PA General Authority
Revenue, due 7/1/26 ........................... 2,000 2,000,000
Redlands, CA Multi-Family
Housing Revenue, due 2/1/16 ................... 600 600,000
Riverside County, CA Certificates of
Participation, due 12/1/15 .................... 2,800 2,800,000
Santa Clara County, CA, due 6/1/15 ............... 2,100 2,100,000
Southern CA, Public Power Project
Authority, due 7/1/17 ......................... 2,000 2,000,000
Unita County, WY Pollution Control
Revenue, due 8/15/20 .......................... 3,300 3,300,000
Wake County, NC Pollution Control
Finance Authority, due 9/1/15 ................. 2,000 2,000,000
Washington State Health Care
Facilities Financing Authority,
due 10/1/05 ................................... 900 900,000
------------
108,245,000
------------
TOTAL INVESTMENTS,
AT AMORTIZED COST ............................... 99.5% 192,297,210
OTHER ASSETS,
LESS LIABILITIES ................................ 0.5 1,055,922
----- ------------
NET ASSETS ....................................... 100.0% $193,353,132
===== ============
AMT - Subject to Alternative Minimum Tax
* Variable rate demand notes have a demand feature under which the Fund could
tender them back to the issuer on no more than 7 days' notice.

See notes to financial statements
<PAGE>
Landmark California Tax Free Reserves
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES February 28, 1997 (unaudited)

<TABLE>
ASSETS:
<S> <C>
Investments, at amortized cost and value (Note 1A) ........................................... $ 192,297,210
Cash ......................................................................................... 17,307
Interest receivable .......................................................................... 1,451,633
Receivable for shares of beneficial interest sold ............................................ 50,500
-------------
Total assets ................................................................................ 193,816,650
-------------
LIABILITIES:
Dividends payable ............................................................................ 322,324
Payable to affiliate-Shareholder Servicing Agents' fee (Note 4B) ............................. 36,371
Payable for shares of beneficial interest repurchased ........................................ 5,000
Accrued expenses and other liabilities ....................................................... 99,823
-------------
Total liabilities ........................................................................... 463,518
-------------
NET ASSETS for 193,358,827 shares of beneficial interest outstanding ......................... $ 193,353,132
=============
NET ASSETS CONSIST OF:
Paid-in capital .............................................................................. $ 193,358,827
Accumulated net realized loss on investments ................................................. (5,695)
-------------
Total ....................................................................................... $ 193,353,132
=============
NET ASSET VALUE, OFFERING PRICE, AND REDEMPTION PRICE PER SHARE .............................. $1.00
====
</TABLE>

See notes to financial statements
<PAGE>
Landmark California Tax Free Reserves
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
For the Six Months Ended February 28, 1997 (unaudited)

<TABLE>
<S> <C> <C>
INVESTMENT INCOME (Note 1B) ............................................... $2,908,147
EXPENSES:
Administrative fees (Note 4A) ............................................. $ 207,460
Shareholder Servicing Agents' fees (Note 4B) .............................. 207,460
Investment Advisory fees (Note 3) ......................................... 165,968
Distribution fees (Note 5) ................................................ 82,984
Custodian fees ............................................................ 59,075
Auditing fees ............................................................. 15,300
Trustee fees .............................................................. 12,858
Shareholder reports ....................................................... 8,142
Transfer agent fees ....................................................... 8,000
Legal fees ................................................................ 4,013
Miscellaneous ............................................................. 11,411
---------
Total expenses ........................................................... 782,671
Less aggregate amounts waived by Investment Adviser, Administrator,
and Distributor (Notes 3, 4A, and 5) ..................................... (233,496)
Less fees paid indirectly (Note 1E) ....................................... (3,061)
---------
Net expenses ............................................................. 546,114
----------
Net investment income .................................................... 2,362,033
NET REALIZED GAIN ON INVESTMENTS .......................................... 3,054
----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ...................... $2,365,087
==========
</TABLE>

See notes to financial statements
<PAGE>
Landmark California Tax Free Reserves
- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
FEBRUARY 28, 1997 YEAR ENDED
(UNAUDITED) AUGUST 31, 1996
------------- ------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS FROM
OPERATIONS:
Net investment income .................................................... $ 2,362,033 $ 3,435,564
Net realized gain on investments ......................................... 3,054 24
------------ ------------
Net increase in net assets resulting from operations ..................... 2,365,087 3,435,588
------------ ------------
DIVIDENDS TO SHAREHOLDERS FROM:
Net Investment income .................................................... (2,362,033) (3,435,564)
------------ ------------
TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST AT NET ASSET VALUE OF $1.00
PER SHARE (Note 6):
Proceeds from sale of shares ............................................. 153,945,879 376,454,761
Net asset value of shares issued to shareholders from reinvestment of
dividends .............................................................. 523,562 1,348,624
Cost of shares repurchased ............................................... (111,676,198) (279,078,886)
------------ ------------
Net Increase in net assets from
transactions in shares of beneficial interest .......................... 42,793,243 98,724,499
------------ ------------
NET INCREASE IN NET ASSETS ............................................... 42,796,297 98,724,523
NET ASSETS:
Beginning of period ...................................................... 150,556,835 51,832,312
------------ ------------
End of period ............................................................ $193,353,132 $150,556,835
============ ============
</TABLE>

See notes to financial statements
<PAGE>
Landmark California Tax Free Reserves
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
MARCH 10, 1992
(COMMENCEMENT
SIX MONTHS ENDED YEAR ENDED AUGUST 31, OF OPERATIONS)
FEBRUARY 28, 1997 ------------------------------------------ TO AUGUST 31,
(UNAUDITED) 1996 1995 1994 1993 1992
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, beginning of period ..... $1.00000 $1.00000 $1.00000 $1.00000 $1.00000 $1.00000
Net investment income .................... 0.01393 0.03089 0.03434 0.02288 0.02467 0.01304
Less dividends from net investment income (0.01393) (0.03089) (0.03434) (0.02288) (0.02467) (0.01304)
-------- -------- -------- -------- -------- --------
Net Asset Value, end of period ........... $1.00000 $1.00000 $1.00000 $1.00000 $1.00000 $1.00000
======== ======== ======== ======== ======== ========
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted) $193,353 $150,557 $51,832 $ 52,863 $ 37,808 $ 16,295
Ratio of expenses to average net assets .. 0.65%* 0.42% 0.30% 0.25% 0.00% 0.00%*
Ratio of net investment income to average
net assets ............................. 2.85%* 3.05% 3.43% 2.30% 2.42% 2.71%*
Total return ............................. 1.40%+ 3.13% 3.49% 2.31% 2.50% 2.75%*

Note: If Agents of the Fund had not voluntarily waived all or a portion of their fees from the Fund and the Administrator had not
voluntarily assumed expenses for the periods indicated, the ratios and net investment income per share would have been as follows:

Net investment income per share .......... $0.01251 $0.02481 $0.02513 $0.01423 $0.01121 $0.00279
RATIOS:
Expenses to average net assets ........... 0.94%* 1.01% 1.21% 1.12% 1.32% 2.13%*
Net investment income to average net assets 2.56%* 2.45% 2.51% 1.43% 1.10% 0.58%*
* Annualized
+ Not annualized
</TABLE>

See notes to financial statements
<PAGE>
Landmark California Tax Free Reserves
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (unaudited)

(1) SIGNIFICANT ACCOUNTING POLICIES
Landmark California Tax Free Reserves (the "Fund") is a separate non-diversified
series of Landmark Multi-State Tax Free Funds (the "Trust"), which is organized
as a Massachusetts business trust and is registered under the Investment Company
Act of 1940, as amended, as an open-end, management investment company. The
Investment Adviser of the Fund is Citibank, N.A. ("Citibank"). The Landmark
Funds Broker-Dealer Services, Inc. ("LFBDS") acts as the Trust's Administrator
and Distributor. Citibank also serves as Sub-Administrator and makes shares
available to customers through various Shareholder Servicing Agents.

The significant accounting policies consistently followed by the Fund are as
follows:

B. INTEREST INCOME -- Interest income consists of interest accrued and accretion
of market discount less the amortization of any premium on the investments of
the Fund.

C. FEDERAL TAXES -- The Fund's policy is to comply with the provisions of the
Internal Revenue Code available to regulated investment companies and to
distribute to shareholders all of its net investment income. Accordingly, no
provision for federal income or excise tax is necessary. At August 31, 1996, the
Fund, for federal income tax purposes, had a capital loss carryover of $8,763,
of which $7,775 will expire August 31, 2004 and $988 will expire on August 31,
2002. Such capital loss carryover will reduce the Fund's taxable income arising
from future net realized gain on investment transactions, if any, to the extent
permitted by the Internal Revenue Code, and thus will reduce the amount of
distributions to shareholders which would otherwise be necessary to relieve the
Fund of any liability for federal income tax. Dividends paid by the Fund from
net interest received on tax-exempt money market instruments are not includable
by shareholders as gross income for federal income tax purposes because the Fund
intends to meet certain requirements of the Internal Revenue Code applicable to
regulated investment companies which will enable the Fund to pay exempt-interest
dividends. The portion of such interest, if any, earned on private activity
bonds issued after August 7, 1986, may be considered a tax preference item to
shareholders.

D. EXPENSES -- The Fund bears all costs of its operations other than expenses
specifically assumed by Citibank and LFBDS. Expenses incurred by the Trust with
respect to any two or more Funds in a series are allocated in proportion to the
average net assets of each fund, except when allocations of direct expenses to
each fund can otherwise be made fairly. Expenses directly attributable to a fund
are charged to that fund.

F. OTHER -- Purchases, maturities and sales, of money market instruments are
accounted for on the date of the transaction.

(3) INVESTMENT ADVISORY FEES
The investment advisory fee paid to Citibank, as compensation for overall
investment management services, amounted to $165,968, of which $91,806 was
voluntarily waived for the six months ended February 28, 1997. The investment
advisory fee is computed at the annual rate of 0.20% of the Fund's average daily
net assets.

(4) ADMINISTRATIVE SERVICES PLAN
The Trust has adopted an Administrative Services Plan (the "Administrative
Services Plan") which provides that the Trust, on behalf of each Fund, may
obtain the services of an Administrator, one or more Shareholder Servicing
Agents and other Servicing Agents and may enter into agreements providing for
the payment of fees for such services. Under the Administrative Services Plan,
the aggregate of the fee paid to the Administrator from the Fund, the fees paid
to the Shareholder Servicing Agents from the Fund under such plan and the Basic
Distribution Fee paid from the Fund to the Distributor under the Distribution
Plan may not exceed 0.60% of the Fund's average daily net assets on an
annualized basis for the Fund's then-current fiscal year.

A. ADMINISTRATIVE FEES -- Under the terms of an Administrative Services
Agreement, LFBDS is entitled to an administrative fee from the Fund, as
compensation for overall administrative services and general office facilities,
which is computed at the annual rate of 0.25% of the Fund's average daily net
assets. The Administrative fees amounted to $207,460, of which $67,054 was
voluntarily waived for the six months ended February 28, 1997. Citibank acts as
Sub-Administrator and performs such duties and receives such compensation from
LFBDS as from time to time is agreed to by LFBDS and Citibank. The Fund pays no
compensation directly to any Trustee or any officer who is affiliated with the
Administrator, all of whom receive remuneration for their services to the Fund
from the Administrator or its affiliates. Certain of the officers and a Trustee
of the Fund are officers and a director of the Administrator or its affiliates.

B. SHAREHOLDER SERVICING AGENT FEES -- The Trust, on behalf of the Fund, has
entered into shareholder servicing agreements with each Shareholder Servicing
Agent pursuant to which that Shareholder Servicing Agent acts as an agent for
its customers and provides other related services. For their services, each
Shareholder Servicing Agent receives fees from the Fund, which may be paid
periodically, but may not exceed, on an annualized basis, an amount equal to
0.25% of the average daily net assets of the Fund represented by shares owned
during the period by investors for whom such Shareholder Servicing Agent
maintains a servicing relationship. Shareholder Servicing Agent fees amounted to
$207,460 for the six months ended February 28, 1997.

(5) DISTRIBUTION FEES
The Trust has adopted a Plan of Distribution pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended, in which the Fund reimburses the
Distributor for expenses incurred or anticipated in connection with the sale of
shares of the Fund, at an annual rate not to exceed 0.10% of the Fund's average
daily net assets. The Distribution fees amounted to $82,984, of which $74,636
was voluntarily waived for six months ended February 28, 1997. The Distributor
may also receive an additional fee from the Fund not to exceed 0.10% of the
Fund's average daily net assets in anticipation of, or as reimbursement for,
advertising expenses incurred by the Distributor in connection with the sale of
shares of the Fund. No payments of such additional fees have been made to date.

(6) SHARES OF BENEFICIAL INTEREST
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional Shares of Beneficial Interest (without par value).

(7) INVESTMENT TRANSACTIONS
Purchases, and maturities and sales, of money market instruments aggregated
$279,479,360 and $236,976,920, respectively, for the six months ended February
28, 1997.

(8) FEDERAL INCOME TAX BASIS OF INVESTMENT SECURITIES
The cost of investment securities owned at February 28, 1997, for federal income
tax purposes, amounted to $192,297,210.

(9) LINE OF CREDIT
The Fund, along with other Landmark Funds, entered into an agreement with a bank
which allows the Funds collectively to borrow up to $40 million for temporary or
emergency purposes. Interest on borrowings, if any, is charged to the specific
fund executing the borrowing at the base rate of the bank. The line of credit
requires a quarterly payment of a commitment fee based on the average daily
unused portion of the line of credit. For the six months ended February 28,
1997, the commitment fee allocated to the Fund was $401. Since the line of
credit was established there have been no borrowings.
<PAGE>
- --------------------------------------------------------------------------------
Shareholder
Servicing Agents

FOR CITIBANK RETAIL BANKING AND
BUSINESS AND PROFESSIONAL CUSTOMERS:
Citibank, N.A.
111 Wall Street, New York, NY 10043
(212) 820-2383 or (800) 846-5300

FOR CITIGOLD CUSTOMERS:
Citigold
P.O. Box 5130, New York, NY 10126-5130
Call Your Citigold Executive or in NY or CT (800) 285-1701, or for all
other states, (800) 285-1707

FOR CITIBANK GLOBAL ASSET MANAGEMENT CLIENTS:
Citibank, N.A.
Citibank Global Asset Management
153 East 53rd Street, New York, NY 10043
(212) 559-7117

FOR CITIBANK NORTH AMERICAN INVESTOR SERVICES CLIENTS:
Citibank, N.A.
Master Trust Accounts
111 Wall Street, New York, NY 10043
Call Your Account Manager or (212) 657-9659

FOR CITICORP INVESTMENT SERVICES CUSTOMERS:
Citicorp Investment Services
One Court Square, Long Island City, NY 11120
Call Your Investment Consultant or (800) 846-5200,
(212) 820-2380 in New York City

[logo] LANDMARK
FUNDS

MONEY MARKET FUNDS:
Cash Reserves
Premium Liquid Reserves
Institutional Liquid Reserves

U.S. Treasury Reserves
Premium U.S. Treasury Reserves
Institutional U.S. Treasury Reserves

Tax Free Reserves
Institutional Tax Free Reserves

California Tax Free Reserves
Connecticut Tax Free Reserves
New York Tax Free Reserves

Stock & Bond Funds:
U.S. Government Income Fund
Intermediate Income Fund
National Tax Free Income Fund
New York Tax Free Income Fund

SECRETARY
Linda T. Gibson*

TREASURER
John R. Elder*

*Affiliated Person of Administrator and Distributor

- ---------------------------------------|-|-------------------------------------

INVESTMENT ADVISER
Citibank, N.A.
153 East 53rd Street, New York, NY 10043

ADMINISTRATOR AND DISTRIBUTOR
The Landmark Funds Broker-Dealer Services, Inc.
6 St. James Avenue, Boston, MA 02116
(617) 423-1679

TRANSFER AGENT AND CUSTODIAN
State Street Bank and Trust Company
225 Franklin Street, Boston, MA 02110

AUDITORS
Deloitte & Touche LLP
125 Summer Street, Boston, MA 02110

LEGAL COUNSEL
Bingham, Dana & Gould LLP
150 Federal Street, Boston, MA 02110

- ---------------------------------------|-|-------------------------------------

SHAREHOLDER SERVICING AGENTS
(See Inside of Cover)

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

CTFR/S/97 Printed on Recycled Paper [recycle symbol]

[logo] LANDMARK(SM) FUNDS
Advised by Citibank, N.A.

LANDMARK
CONNECTICUT
TAX FREE
RESERVES

SEMI-ANNUAL
REPORT
February 28, 1997
<PAGE>
- --------------------------------------------------------------------------------
A LETTER TO OUR SHAREHOLDERS

Dear Shareholder:

Short-term tax-exempt securities from issuers in Connecticut produced
competitive returns commensurate with safety during the six-month period ended
February 28, 1997. When the period began, the economic environment was one of
subdued growth, unchanged monetary policy, relatively low interest rates and low
inflation, albeit with a moderately upward bias. These conditions soon changed:
the fourth quarter of 1996 saw more robust economic growth than most economists
had expected. Yet, the absence of accompanying inflationary pressures has
enabled the Federal Reserve Board to hold monetary policy steady and keep
interest rates low.

In this environment, the Landmark Funds' investment adviser, Citibank,
N.A., continued to manage Landmark Connecticut Tax Free Reserves with the goal
of achieving its investment objectives: providing high levels of current income
that are largely exempt from federal and Connecticut personal income taxes,
preservation of capital and liquidity. The Fund seeks to offer an attractive
yield by investing primarily in high-quality short-term municipal obligations
issued by Connecticut, its municipalities and their agencies.

This report reviews the Fund's investment activities and performance during
the six months ended February 28, 1997, and provides a summary of Citibank's
perspective on and outlook for Connecticut's tax-free money market securities
marketplace. On behalf of the Board of Trustees of the Landmark Funds, I want to
thank you for your confidence and participation.

/s/ Philip W. Coolidge

Philip W. Coolidge
President
March 14, 1997

TABLE OF CONTENTS

- --------------------------------------------------------------------------------
LANDMARK CONNECTICUT
TAX FREE RESERVES
- --------------------------------------------------------------------------------
1 A Letter to Our Shareholders
- --------------------------------------------------------------------------------
2 Market Environment
Fund Snapshot
- --------------------------------------------------------------------------------
Fund Quotes
3 The Portfolio Manager Responds
Strategy and Outlook

Economic conditions in Connecticut appear to be modestly weaker than the
national average. Although the current fiscal year is expected to end with a
small budget surplus, lackluster economic growth could put pressure on the
state's ability to balance its budget. This may be especially true if the state
government accepts current proposals for a lower state income tax without
replacing that revenue from other sources.

- --------------------------------------------------------------------------------
FUND SNAPSHOT

COMMENCEMENT OF OPERATIONS
December 1, 1993

NET ASSETS AS OF 2/28/97
$168.7 million

FUND OBJECTIVE
Provide high levels of current income which is exempt from both Federal and
Connecticut personal income taxes,* preservation of capital and liquidity.

DIVIDENDS
Declared daily, paid monthly

CAPITAL GAINS
Distributed annually, if any

BENCHMARKS
o Lipper Connecticut Tax Exempt Money Market Funds Average
o IBC Connecticut Tax Free Money Funds Average

INVESTMENT ADVISER
Citibank, N.A.

*A portion of the income may be subject to the Federal Alternative Minimum Tax
(AMT). Consult your personal tax advisor.
<PAGE>
- --------------------------------------------------------------------------------
FUND QUOTES FROM THE PORTFOLIO MANAGER

"Connecticut's economy is growing, but it is weaker now than it was at the
beginning of the current economic recovery."

"We have kept our average maturity long since rates rose last July to their
highest levels of 1996. We extended maturities at that time to lock in as much
yield as we possibly could."

"Because of the shortage of suitable short-term securities from Connecticut
issuers, we have also invested in Puerto Rico securities that are exempt from
state taxes for Connecticut residents."

- --------------------------------------------------------------------------------
THE PORTFOLIO MANAGER RESPONDS

As economic activity slowed in August and September, interest rates
declined modestly, retracing some of their gains from earlier in the year. Our
strategy in this environment was to maintain the stance we had adopted at the
end of July, 1996: a longer-than-average maturity intended to maintain
prevailing yields for as long as practical in a declining interest rate
environment.
We maintained this longer-than-neutral posture throughout the period,
shortening and lengthening within a well defined range to take advantage of a
persistent supply-demand imbalance in Connecticut's municipal securities market.
New short-term tax-exempt securities from Connecticut issuers continue to be in
very short supply, while demand for such investments from individuals and mutual
funds remains relatively high and steady. As a result, it is becoming
increasingly difficult to find competitive investments for the portfolio.
Accordingly, the Fund consisted of a diverse array of short-term tax-exempt
securities throughout the six-month period. Most significantly, we increased our
exposure to non-rated notes issued by small school districts. Because of their
small size, these issuers may choose not to pay for a credit evaluation by the
major bond rating agencies. Instead, Citibank's analysts carefully evaluate the
creditworthiness of each issuer, and approve non-rated securities for purchase
only if their credit quality is considered equivalent to the highest quality
rating. The shortage of supply also led us to focus on Puerto Rico short-term
obligations, in accordance with the Fund's investment policies. These short-term
investments are exempt from Connecticut state taxes and provide similar or
slightly lower yields than securities from Connecticut issuers.

- --------------------------------------------------------------------------------
STRATEGY AND OUTLOOK

Our outlook for 1997 is cautiously optimistic. While we expect inflation to
remain benign for the first part of 1997, we are aware of the risk that, if
economic growth during the first quarter of 1997 is as strong as it was in the
fourth quarter of 1996, the Federal Reserve probably would raise key short-term
interest rates. In such an event, we might attempt to reduce the Fund's average
maturity toward the neutral range to be able to take advantage of higher
yielding opportunities if they become available. We could also seek to increase
our exposure to variable-rate securities that tend to do well in rising
interest-rate environments.

<TABLE>
<CAPTION>
TOTAL RETURNS
-------------------------------------------
SINCE
SIX ONE 12/1/93
MONTHS** YEAR INCEPTION*
------- ----- --------
<S> <C> <C> <C>
Landmark Connecticut Tax Free Reserves ................. 1.42% 2.92% 3.08%
Lipper Connecticut Tax Exempt Money Market Funds Average 1.38% 2.80% 2.55%+
* Average Annual Total Return
** Not Annualized
+ From 11/30/93
</TABLE>

7-DAY YIELDS
- ------------
Annualized Current 2.76%
Effective 2.80%

The Effective 7-Day Yield is calculated similarly, but when annualized, the
income earned by the investment during that seven day period is assumed to be
reinvested.

The effective yield is slightly higher than the current yield because of the
compounding effect of this assumed reinvestment.

- --------------------------------------------------------------------------------
7-DAY YIELD COMPARISONS

COMPARISON OF 7-DAY YIELDS FOR LANDMARK CONNECTICUT TAX FREE RESERVES
VS. IBC CONNECTICUT TAX FREE MONEY FUNDS AVERAGE

As the graph illustrates, Landmark Connecticut Tax Free Reserves provided a
higher annualized seven-day yield than a comparable IBC's Money Fund Report
AveragesTM, as published in IBC's Money Fund ReportTM, for the one year period.

Landmark Connecticut IBC Connecticut Tax
Tax Free Reserves Free Reserves
-------------------- -------------------
3/5/96 2.93% 2.65%
3/12/96 2.75% 2.52%
3/19/96 2.82% 2.55%
3/26/96 2.90% 2.62%
4/2/96 2.89% 2.63%
4/9/96 2.80% 2.54%
4/16/96 2.96% 2.69%
4/23/96 3.12% 2.83%
4/30/96 3.30% 3.03%
5/7/96 3.29% 3.02%
5/14/96 3.26% 3.01%
5/21/96 3.29% 3.00%
5/28/96 3.18% 2.91%
6/4/96 3.12% 2.86%
6/11/96 2.89% 2.62%
6/18/96 2.94% 2.70%
6/25/96 3.06% 2.77%
7/2/96 2.95% 2.69%
7/9/96 2.27% 2.25%
7/16/96 2.25% 2.23%
7/23/96 2.70% 2.63%
7/30/96 2.84% 2.77%
8/6/96 2.85% 2.73%
8/13/96 2.84% 2.74%
8/20/96 2.88% 2.77%
8/27/96 2.83% 2.71%
9/3/96 2.83% 2.70%
9/10/96 2.71% 2.63%
9/17/96 2.79% 2.71%
9/24/96 2.88% 2.79%
10/1/96 2.98% 2.91%
10/8/96 2.64% 2.64%
10/15/96 2.85% 2.71%
10/22/96 2.93% 2.78%
10/29/96 2.97% 2.80%
11/5/96 2.91% 2.76%
11/12/96 2.80% 2.63%
11/19/96 2.87% 2.67%
11/26/96 2.88% 2.78%
12/3/96 2.92% 2.84%
12/10/96 2.68% 2.61%
12/17/96 2.83% 2.75%
12/24/96 3.08% 2.95%
12/31/96 3.19% 3.08%
1/7/97 2.75% 2.68%
1/14/97 2.76% 2.66%
1/21/97 2.80% 2.74%
1/28/97 2.78% 2.73%
2/4/97 2.87% 2.78%
2/11/97 2.71% 2.66%
2/18/97 2.71% 2.67%
2/25/97 2.73% 2.71%

PRINCIPAL
AMOUNT
ISSUER (000'S OMITTED) VALUE
- --------------------------------------------------------------------------------
TAX EXEMPT COMMERCIAL
PAPER--5.3%
Connecticut Health and Education
Authority,
3.25% due 4/09/97.............................. $ 1,300 $ 1,300,000
Connecticut State Housing Finance
Authority, AMT,
3.50% due 3/06/97.............................. 1,300 1,300,000
Puerto Rico Commonwealth
Government Development Authority,
3.25% due 4/09/97.............................. 2,000 2,000,000
Puerto Rico Commonwealth
Government Development Authority,
3.30% due 4/11/97.............................. 3,500 3,500,000
Puerto Rico Industrial, Medical
and Environment,
3.20% due 4/09/97.............................. 800 800,000
------------
8,900,000
------------
BOND, TAX AND REVENUE
ANTICIPATION NOTES AND
GENERAL OBLIGATION BONDS
AND NOTES--21.9%
Beacon Falls, CT, Bond Anticipation Notes,
4.25% due 10/23/97............................. 1,500 1,505,096
Berlin, CT, Bond Anticipation Notes,
5.95% due 6/15/97.............................. 200 201,463
Bethel, CT, Bond Anticipation Notes,
4.00% due 7/11/97.............................. 2,206 2,209,033
Brookfield, CT, Bond Anticipation Notes,
3.77% due 6/12/97.............................. 980 980,052
Connecticut State, General Obligation Notes,
5.20% due 3/15/97.............................. 300 300,139
Connecticut State, General Obligation Notes,
6.75% due 3/15/97.............................. 1,800 1,801,823
Connecticut State, General Obligation Notes,
4.75% due 6/15/97.............................. 3,000 3,004,739
Connecticut State Resource Recovery
Authority, General Obligation Notes,
5.00% due 11/15/97............................. 1,000 1,010,280
Coventry, CT, Bond Anticipation Notes,
3.90% due 7/02/97.............................. 1,490 1,490,948
Litchfield, CT, Bond Anticipation Notes,
4.10% due 10/23/97............................. 4,175 4,186,595
Manchester, CT, General Obligation Notes,
3.75% due 7/10/97.............................. 2,512 2,512,000
Manchester, CT, General Obligation Notes,
4.00% due 7/10/97.............................. 689 689,563
Norwich, CT, Bond Anticipation Notes,
4.00% due 11/18/97............................. 2,880 2,883,733
Puerto Rico Commonwealth Public
Improvement, General Obligation Notes,
5.35% due 7/01/97.............................. 1,000 1,006,172
Puerto Rico Tax and Revenue
Anticipation Notes,
4.00% due 7/30/97.............................. 3,000 3,006,854
Regional School District, CT, Bond
Anticipation Notes,
3.88% due 7/09/97.............................. 450 450,054
Trumbull, CT, General Obligation Bonds,
6.60% due 5/01/97.............................. 300 301,560
Weston, CT, Bond Anticipation Notes,
4.00% due 7/22/97.............................. 4,500 4,505,269
West Hartford, CT, General Obligation Notes,
7.00% due 7/15/97.............................. 2,000 2,023,209
Winchester, CT, Bond Anticipation Notes,
4.00% due 8/14/97.............................. 2,850 2,855,941
------------
36,924,523
------------
ANNUAL AND SEMI-ANNUAL
TENDER REVENUE BONDS AND
NOTES (PUTS)--10.7%
Connecticut State,
4.75% due 8/15/97.............................. 1,730 1,738,924
Connecticut State Economic Recovery Notes,
5.00% due 12/15/97............................. 2,500 2,521,544
Connecticut State Housing Finance
Authority, AMT,
3.65% due 4/10/97.............................. 1,000 1,000,000
Connecticut State Housing Finance
Authority, AMT,
4.90% due 5/15/97.............................. 550 551,194
Connecticut State Special Tax Obligations
Revenue,
7.30% due 9/01/97.............................. 600 622,768
Fairfield,CT,
5.50% due 8/01/97.............................. 250 252,021
New Haven, CT lndustrial Facilities
Revenue, AMT,
4.38% due 7/01/97.............................. 2,930 2,930,000
Puerto Rico Electric Power Authority,
8.38% due 7/01/97.............................. 1,950 2,017,699
Puerto Rico Electric Power Authority,
9.38% due 7/01/97.............................. 1,000 1,037,957
Puerto Rico Industrial Medical &
Environmental Authority,
3.80% due 9/01/97.............................. 500 500,120
Puerto Rico Public Buildings
Authority,
7.88% due 7/01/97.............................. 2,450 2,530,803
Wallingford, CT,
4.20% due 6/01/97.............................. 330 330,558
Virgin Islands Housing Finance
Authority, AMT,
3.75% due 6/01/97.............................. 2,000 2,000,000
------------
18,033,588
------------
VARIABLE RATE DEMAND
NOTES*--61.5%
Brazos River Authority, TX Pollution
Control Revenue,
due 4/01/30 ................................... 300 300,000
Brazos River Authority, TX Pollution
Control Revenue,
due 6/01/30.................................... 1,200 1,200,000
Connecticut State, due 3/15/12.................... 3,500 3,500,000
Connecticut State Development
Authority Revenue,
due 8/01/23.................................... 1,000 1,000,000
Connecticut State Housing Finance
Authority, due 5/15/18......................... 11,600 11,600,000
Connecticut State Special Tax
Obligations, due 12/01/10...................... 9,900 9,900,000
Decatur, AL. Industrial Development
Authority, due 5/01/25......................... 300 300,000
Farmington, NM Pollution Control
Revenue, due 9/01/24........................... 900 900,000
Florida Housing Finance Agency, AMT,
due 6/01/26.................................... 5,000 5,000,000
Floyd County, GA Industrial
Development Authority,
due 9/01/26.................................... 500 500,000
Fulton County, GA lndustrial
Development Authority,
due 6/01/27.................................... 2,400 2,400,000
Germantown, WI Industrial
Development Revenue,
due 8/01/11.................................... 1,000 1,000,000
Gulf Coast, TX Industrial
Development Authority, AMT,
due 4/01/28.................................... 300 300,000
Hampton, VA Redevelopment and
Housing Authority, due 6/15/26................. 300 300,000
Idaho Health Care Facilities
Authority Revenue, due 5/01/22................. 1,700 1,700,000
Jacksonville, FL Industrial
Development Authority,
due 2/01/14.................................... 400 400,000
Kentucky Economic Development
Finance Authority, due 11/01/20................ 700 700,000
Louisiana Public Facilities Authority
Revenue, due 12/01/15.......................... 1,000 1,000,000
Orangeburg County, SC Solid Waste
Disposal Authority, due 11/01/24............... 2,500 2,500,000
Perry County, MS Pollution Control
Authority, due 3/01/02......................... 1,000 1,000,000
Phenix City, AL Industrial
Development and Import
Revenue, AMT, due 3/01/31...................... 300 300,000
Phoenix, AZ, due 6/01/20.......................... 400 400,000
Piedmont, SC Electric Power
Agency, due 1/01/22............................ 600 600,000
Pinal County, AZ Pollution Control
Revenue, due 12/01/09.......................... 700 700,000
Puerto Rico Commonwealth
Government Development
Authority, due 12/01/15........................ 15,000 15,000,000
Puerto Rico Commonwealth
Highway & Transportation
Authority, due 7/01/99........................ 5,200 5,200,000
Puerto Rico Commonwealth
Highway & Transportation
Authority, due 7/01/13........................ 10,098 10,098,000
Puerto Rico Building Authority,
due 7/01/25.................................... 7,830 7,830,000
South Carolina Economic
Development Authority,
due 12/01/12................................... 4,100 4,100,000
South Carolina Economic
Development Authority, AMT,
due 4/01/17.................................... 1,900 1,900,000
South Hampton County, VA
Industrial Development Revenue,
due 4/01/15.................................... 1,000 1,000,000
Stamford, CT Housing Authority
Revenue, due 12/01/24.......................... 1,600 1,600,000
University AR, University Revenues,
due 12/01/19................................... 3,900 3,900,000
Wake County, NC Industrial
Development Pollution Control
Authority, AMT, due 3/01/17.................... 400 400,000
Walton County, GA Industrial
Building Authority, due 10/01/17 .............. 2,300 2,300,000
Washington State Health Care Facility
Authority, due 10/01/05........................ 3,000 3,000,000
------------
103,828,000
------------
TOTAL INVESTMENTS, AT
AMORTIZED COST................................. 99.4% 167,686,111
OTHER ASSETS, LESS
LIABILITIES.................................... 0.6% 1,020,769
----- ------------
NET ASSETS........................................ 100.0% $168,706,880
===== ============
AMT-Subject to Alternative Minimum Tax
* Variable rate demand notes have a demand feature under which the fund could
tender them back to the issuer on no more than 7 days' notice.

See notes to financial statements
<PAGE>
Landmark Connecticut Tax Free Reserves
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES February 28, 1997 (unaudited)

<TABLE>
<S> <C>
ASSETS:
Investments, at amortized cost and value (Note 1A) ........................................... $167,686,111
Interest receivable .......................................................................... 1,485,833
Receivable for shares of beneficial interest sold ............................................ 500
------------
Total assets ............................................................................. 169,172,444
------------
LIABILITIES:
Dividends payable ............................................................................ 290,542
Payable for shares of beneficial interest repurchased ........................................ 36,425
Payable to affiliate-Shareholder Servicing Agents' fees (Note 4B) ............................ 32,438
Accrued expenses and other liabilities ....................................................... 106,159
------------
Total liabilities ........................................................................ 465,564
------------
NET ASSETS for 168,716,210 shares of beneficial interest outstanding ......................... $168,706,880
============
NET ASSETS CONSIST OF:
Paid-in capital .............................................................................. $168,716,210
Accumulated net realized loss on investments ................................................. (9,330)
------------
Total .................................................................................... $168,706,880
============
NET ASSET VALUE, OFFERING PRICE, AND REDEMPTION PRICE PER SHARE .............................. $1.00
====
</TABLE>

See notes to financial statements
<PAGE>
Landmark Connecticut Tax Free Reserves
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
For the Six Months Ended February 28, 1997 (unaudited)

<TABLE>
<S> <C> <C>
INVESTMENT INCOME (Note 1B) .................................................... $2,480,082
EXPENSES:
Administrative fees (Note 4A) .................................................. $ 174,814
Shareholder Servicing Agents' fees (Note 4B) ................................... 174,814
Investment Advisory fees (Note 3) .............................................. 139,851
Distribution fees (Note 5) ..................................................... 69,926
Custodian fees ................................................................. 45,217
Auditing fees .................................................................. 20,200
Trustee fees ................................................................... 12,235
Shareholder reports ............................................................ 10,642
Legal fees ..................................................................... 8,013
Transfer agent fees ............................................................ 7,000
Miscellaneous .................................................................. 10,282
---------
Total expenses ............................................................. 672,994
Less aggregate amounts waived by Investment Adviser, Administrator,
and Distributor (Notes 3, 4A and 5) ........................................... (209,753)
Less fees paid indirectly (Note 1E) ............................................ (2,733)
---------
Net expenses .................................................................. 460,508
-------
Net investment income ......................................................... 2,019,574
NET REALIZED LOSS ON INVESTMENTS ............................................................. (170)
----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ......................................... $2,019,404
==========
</TABLE>

See notes to financial statements
<PAGE>
Landmark Connecticut Tax Free Reserves
- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
FEBRUARY 28, 1997 YEAR ENDED
(UNAUDITED) AUGUST 31, 1996
-------------- ---------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income .......................................................... $ 2,019,574 $ 2,890,510
Net realized loss on investments ............................................... (170) (4,176)
------------ ------------
Net increase in net assets from operations .................................... 2,019,404 2,886,334
------------ ------------
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income .......................................................... (2,019,574) (2,890,510)
------------ ------------
TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST AT NET ASSET VALUE OF
$1.00 PER SHARE (Note 6):
Net proceeds from sale of shares ...................................... ........ 162,529,603 274,274,165
Net asset value of shares issued to shareholders from reinvestment of dividends 382,367 789,666
Cost of shares repurchased ..................................................... (110,229,861) (205,590,916)
------------ ------------
Net increase in net assets from transactions in shares of beneficial interest .. 52,682,109 69,472,915
------------ ------------
NET INCREASE IN NET ASSETS ..................................................... 52,681,939 69,468,739
NET ASSETS:
Beginning of period ............................................................ 116,024,941 46,556,202
------------ ------------
End of period .................................................................. $168,706,880 $116,024,941
============ ============
</TABLE>

See notes to financial statements
<PAGE>
Landmark Connecticut Tax Free Reserves
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
DECEMBER 1, 1993
SIX MONTHS ENDED YEAR ENDED AUGUST 31, (COMMENCEMENT
FEBRUARY 28, 1997 ---------------------- OF OPERATIONS) TO
(UNAUDITED) 1996 1995 AUGUST 31, 1994
--------------- -------- -------- -----------------
<S> <C> <C> <C> <C>
Net Asset Value, beginning of period ................ $1.00000 $1.00000 $1.00000 $1.00000
Net investment income ............................... 0.01410 0.03135 0.03564 0.01754
Less dividends from net investment income ........... (0.01410) (0.03135) (0.03564) (0.01754)
-------- -------- -------- --------
Net Asset Value, end of period ...................... $1.00000 $1.00000 $1.00000 $1.00000
======== ======== ======== ========
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted) ........... $168,707 $116,025 $ 46,556 $ 15,949
Ratio of expenses to average net assets ............. 0.65%* 0.42% 0.22% 0.00%*
Ratio of net investment income to average net assets 2.89%* 3.08% 3.60% 2.61%*
Total return ........................................ 1.42%** 3.18% 3.62% 1.75%**

Net investment income per share ..................... $0.01259 $0.02504 $0.02732 $0.00128
RATIOS:
Expenses to average net assets ...................... 0.96%* 1.04% 1.06% 2.42%*
Net investment income to average net assets ......... 2.58%* 2.46% 2.76% 0.19%*
* Annualized.
** Not Annualized.
</TABLE>

(1) SIGNIFICANT ACCOUNTING POLICIES
Landmark Connecticut Tax Free Reserves (the "Fund") is a separate
non-diversified series of Landmark Multi-State Tax Free Funds (the "Trust"),
which is organized as a Massachusetts business trust and is registered under the
Investment Company Act of 1940, as amended, as an open-end, management
investment company. The Investment Adviser of the Fund is Citibank, N.A.
("Citibank"). The Landmark Funds Broker-Dealer Services, Inc. ("LFBDS") acts as
the Trust's Administrator and Distributor. Citibank also serves as
Sub-Administrator and makes shares available to customers through various
Shareholder Servicing Agents.

The significant accounting policies consistently followed by the Fund are as
follows:

B. INTEREST INCOME -- Interest income consists of interest accrued and accretion
of market discount less the amortization of any premium on the investments of
the Fund.

C. FEDERAL TAXES -- The Fund's policy is to comply with the provisions of the
Internal Revenue Code available to regulated investment companies and to
distribute to shareholders all of its net investment income. Accordingly, no
provision for federal income or excise tax is necessary. At August 31, 1996, the
Fund, for federal income tax purposes, had a capital loss carryovers of $4,984
all of which will expire on August 31, 2004. Such capital loss carryover will
reduce the Fund's taxable income arising from future net realized gain on
investment transactions, if any, to the extent permitted by the Internal Revenue
Code, and thus will reduce the amount of distributions to shareholders which
would otherwise be necessary to relieve the Fund of any liability for federal
income tax. Dividends paid by the Fund from net interest received on tax-exempt
money market instruments are not includable by shareholders as gross income for
federal income tax purposes because the Fund intends to meet certain
requirements of the Internal Revenue Code applicable to regulated investment
companies which will enable the Fund to pay exempt-interest dividends. The
portion of such interest, if any, earned on private activity bonds issued after
August 7, 1986, may be considered a tax preference item to shareholders.

D. EXPENSES -- The Fund bears all costs of its operations other than expenses
specifically assumed by Citibank and LFBDS. Expenses incurred by the Trust with
respect to any two or more Funds in a series are allocated in proportion to the
average net assets of each fund, except when allocations of direct expenses to
each fund can otherwise be made fairly. Expenses directly attributable to a fund
are charged to that fund.

F. OTHER -- Purchases, maturities and sales, of money market instruments are
accounted for on the date of the transaction.

(2) DIVIDENDS
The net income of the Fund is determined once daily, as of 12:00 noon, New York
City time, and all of the net income of the Fund so determined is declared as a
dividend to shareholders of record at the time of such determination. Dividends
are distributed in the form of additional shares of the Fund or, at the election
of the shareholder, in cash (subject to the policies of the shareholder's
Shareholder Servicing Agent) on or prior to the last business day of the month.

(3) INVESTMENT ADVISORY FEES
The investment advisory fee paid to Citibank, as compensation for overall
investment management services, amounted to $139,851, of which $79,272 was
voluntarily waived for the six months ended February 28, 1997. The investment
advisory fee is computed at the annual rate of 0.20% of the Fund's average daily
net assets.

A. ADMINISTRATIVE FEES -- Under the terms of an Administrative Services
Agreement, LFBDS is entitled to an administrative fee from the Fund, as
compensation for overall administrative services and general office facilities,
which is computed at the annual rate of 0.25% of the Fund's average daily net
assets. The Administrator's fees amounted to $174,814, of which $60,555 was
voluntarily waived for the six months ended February 28, 1997. Citibank acts as
Sub-Administrator and performs such duties and receives such compensation from
LFBDS as from time to time is agreed to by LFBDS and Citibank. The Fund pays no
compensation directly to any Trustee or any officer who is affiliated with the
Administrator, all of whom receive remuneration for their services to the Fund
from the Administrator or its affiliates. Certain of the officers and a Trustee
of the Fund are officers and a director of the Administrator or its affiliates.

B. SHAREHOLDER SERVICING AGENT FEES -- The Trust, on behalf of the Fund, has
entered into shareholder servicing agreements with each Shareholder Servicing
Agent pursuant to which that Shareholder Servicing Agent acts as an agent for
its customers and provides other related services. For their services, each
Shareholder Servicing Agent receives fees from the Fund, which may be paid
periodically, but may not exceed, on an annualized basis, an amount equal to
0.25% of the average daily net assets of the Fund represented by shares owned
during the period by investors for whom such Shareholder Servicing Agent
maintains a servicing relationship. Shareholder Servicing Agent fees amounted to
$174,814 for the six months ended February 28, 1997.

(5) DISTRIBUTION FEES
The Trust has adopted a Plan of Distribution pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended, in which the Fund reimburses the
Distributor for expenses incurred or anticipated in connection with the sale of
shares of the Fund, at an annual rate not to exceed 0.10% of the Fund's average
daily net assets. The Distribution fees amounted to $69,926, all of which was
voluntarily waived for the six months ended February 28, 1997. The Distributor
may also receive an additional fee from the Fund not to exceed 0.10% of the
Fund's average daily net assets in anticipation of, or as reimbursement for,
advertising expenses incurred by the Distributor in connection with the sale of
shares of the Fund. No payments of such additional fees have been made to date.

(6) SHARES OF BENEFICIAL INTEREST
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional Shares of Beneficial Interest (without par value).

(7) INVESTMENT TRANSACTIONS
Purchases, maturities and sales, of money market instruments aggregated
$260,613,096 and $208,292,800, respectively, for the six months ended February
28, 1997.

(8) FEDERAL INCOME TAX BASIS OF INVESTMENT SECURITIES
The cost of investment securities owned at February 28, 1997, for federal income
tax purposes, amounted to $167,686,111.

(9) LINE OF CREDIT
The Fund, along with other Landmark Funds, entered into an agreement with a bank
which allows the Funds collectively to borrow up to $40 million for temporary or
emergency purposes. Interest on borrowings, if any, is charged to the specific
fund executing the borrowing at the base rate of the bank. The line of credit
requires a quarterly payment of a commitment fee based on the average daily
unused portion of the line of credit. For the six months ended February 28,
1997, the commitment fee allocated to the Fund was $312. Since the line of
credit was established there have been no borrowings.
<PAGE>
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SHAREHOLDER
SERVICING AGENTS

FOR CITIBANK RETAIL BANKING AND
BUSINESS AND PROFESSIONAL CUSTOMERS:
Citibank, N.A.
111 Wall Street, New York, NY 10043
(212) 820-2383 or (800) 846-5300

FOR CITIGOLD CUSTOMERS:
Citigold
P.O. Box 5130, New York, NY 10126-5130
Call Your Citigold Executive or, in NY or CT (800) 285-1701,
or for all other states, (800) 285-1707

FOR CITIBANK GLOBAL ASSET MANAGEMENT CLIENTS:
Citibank, N.A.
Citibank Global Asset Management
153 East 53rd Street, New York, NY 10043
(212) 559-7117

FOR CITIBANK NORTH AMERICAN INVESTOR SERVICE CLIENTS:
Citibank, N.A.
Master Trust Accounts
111 Wall Street, New York, NY 10043
Call Your Account Manager or (212) 657-9659

[logo] LANDMARK
FUNDS

MONEY MARKET FUNDS:
Cash Reserves
Premium Liquid Reserves
Institutional Liquid Reserves

U.S. Treasury Reserves
Premium U.S. Treasury Reserves
Institutional U.S. Treasury Reserves

Tax Free Reserves
Institutional Tax Free Reserves

California Tax Free Reserves
Connecticut Tax Free Reserves
New York Tax Free Reserves

STOCK & BOND FUNDS:
U.S. Government Income Fund
Intermediate Income Fund
National Tax Free Income Fund
New York Tax Free Income Fund

Balanced Fund
Equity Fund
International Equity Fund
Small Cap Equity Fund
Emerging Asian Markets Equity Fund