QUEST FOR VALUE DUAL PURPOSE FUND INC
N-30D, 1995-08-23
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<PAGE>

Quest for Value
Dual Purpose
Fund, Inc.

One World Financial
Center
New York, NY 10281
1-800-232-3863

The Other Funds of
Quest for Value:

EQUITY FUNDS
____________

Quest for Value Fund
Global Equity Fund
Opportunity Fund
Small Capitalization Fund
Growth and Income Fund

FIXED INCOME FUNDS
__________________

Taxable
U.S. Government
  Income Fund
Investment Quality
  Income Fund
Global Income Fund

Tax-Exempt
National Tax-Exempt Fund
California Tax-Exempt Fund
New York Tax-Exempt Fund

MONEY MARKET FUNDS
__________________

Quest Cash Reserves:

Taxable
Primary Portfolio
Government Portfolio

Tax-Exempt
General Municipal Portfolio
California Municipal Portfolio
New York Municipal Portfolio

For information
about any of the

Quest for Value Funds,
call your broker.


QUEST FOR VALUE
DUAL PURPOSE
FUND, INC.                                  AUGUST 7, 1995
 
DEAR SHAREHOLDER:
 
The Dual Purpose Fund generated a total return on its portfolio of 9.1%
in the second quarter, slightly below the 9.5% return of the Standard &
Poor's 500 Index including dividends (S&P 500). For the first half, the
Fund's return of 19.5% compared with 20.2% for the S&P 500. The Fund's
slight underperformance in both periods reflected lower returns from
securities other than common stocks owned by the Fund for income
purposes, as well as our conservative investment posture. As equity
prices climbed to new highs, we made extensive use of hedging
techniques, reducing risk but dampening returns in a rising market.

The Fund has been a consistently strong performer over time. Since its
inception on February 13, 1987, the Fund has generated a compound annual
total return of 15.6% on its portfolio, significantly exceeding the
11.8% return of the S&P 500.
 
The Fund is a closed-end investment company with an equal number of
Capital Shares and Income Shares. Capital Shares receive all the capital
appreciation and absorb any losses from the Fund's entire portfolio,
while Income Shares receive all net income. Both classes of shares
performed well in the quarter and the half.
 
PORTFOLIO ACTIVITY
 
The Fund's performance was driven by excellent stock selection. The
common stocks in the Fund's portfolio provided a total return of 25.5%
in the half, easily outdistancing the S&P 500's total return of 20.2%.

We did especially well with our investments in financial service company
stocks, such as Citicorp, up 40% in the half; Federal Home Loan Mortgage
Corp. (Freddie Mac), up 36%; Travelers Group, Inc., up 35%; and Mellon
Bank Corp., up 36%. The investments we made in these companies during
the past few years were not an interest rate play, but were based on the
exceptional opportunities we saw in terms of growth and high returns on
capital, combined with reasonable market valuations. Quite simply, we
thought many quality financial stocks were cheap--and we continue to
believe so. Many of these companies offer the prospect of favorable
returns in both up and down interest rate cycles.

Our performance was also aided by investments in stocks such as Triton
Energy Corp., up 36% in the half, and McDonnell Douglas Corp., up 62%.

During the second quarter, we established new positions in the common
stocks of Champion International Corp., General Motors Corp. and Tenet
Healthcare Corp. and increased the Fund's investments in American

Express Co., Freeport McMoRan, Inc. and Freeport McMoRan Copper & Gold.
We sold the Fund's holdings of Warner-Lambert Co. common stock and made
minor reductions in several other positions.
 
As of June 30, 1995, the Fund's assets were allocated 71% to common
stocks, 17% to convertible securities, 9% to notes and bonds, and 3% to
cash and equivalents. This represented a reduction in cash reserves
during the second quarter and an increase in holdings of common stocks.
 
We continued our portfolio hedging program, which had been reinstituted
late in the first quarter as the stock market climbed to record price
levels. As of June 30, 1995, 30.3% of the Fund's common stock holdings
were hedged through the sale of Standard & Poor's 500 Index futures, our
principal hedging instrument, and an additional 2.0% through other
techniques. Hedging reduces risk, but could limit the Fund's returns in
a rising market. Our use of S&P

<PAGE>

Index futures cost the Fund $10.9 million, or $.60 per Capital Share, in the
second quarter's sharply higher market. Despite this cost, we believe that
hedging makes sense at this time, given our cautious view of the stock market
outlook. As of June 30, the market had risen for 1,722 days without a correction
of 10% or more, the longest such advance in 35 years. Throughout the 1,722-day
period, there has been a confluence of positive factors, including low inflation
and rising corporate profits, and an almost total absence of negative factors.
It has been a truly wonderful time to own stocks. We are not seers and do not
attempt to predict turns in the stock market. However, we have some concern
about the market's current high valuation levels. Moreover, enriched levels make
markets vulnerable to financial shocks, which by definition are unpredictable.
 
Within the equity-related segment of the portfolio, the Fund's convertible bonds
generated a total return of 21.8% in the first half and its convertible
preferred stocks provided a total return of 12.1%. The fixed income and
preferred stock segment of the portfolio had a total return of 15.4% in the
half. These segments are an important part of the Fund's current portfolio
strategy, which is to combine relatively high-yielding fixed income and
convertible securities with common stocks chosen primarily for their
appreciation potential.
 
CAPITAL SHARES
 
The Capital Shares are intended for investors seeking capital appreciation,
leverage and professional management at no cost (the management fees and
expenses of the Fund are paid out of current income by the Income Shareholders).
 
The net asset value (NAV) of the Capital Shares increased 11.5% in the second
quarter and 25.3% in the first half, exceeding the S&P 500 for both periods. The
Capital Shares tend to exaggerate the performance of the total portfolio, up or
down, because of their leverage. At June 30, 1995, the Capital Shares had an NAV
of $32.29 each and were entitled to the capital appreciation or depreciation on
the entire net assets of the Fund, equal to $43.98 per Capital Share--thereby
magnifying changes in value, up or down, of the Fund's portfolio by
approximately 1.4 times. This leverage was tempered by our hedging program,

described previously.
 
The Capital Shares have been superior performers over time. From the Fund's
inception on February 13, 1987 through June 30, 1995, they provided a compound
annual pretax return of 18.2% (based on the NAV, after adjustment for short-term
capital gains distributions and for taxes paid on net realized long-term capital
gains retained by the Fund), far surpassing the 11.8% return of the S&P 500.
This strong performance reflects a combination of above-average investment
returns and the impact of leverage.
 
The market price of the Capital Shares rose 11.8% in the second quarter and
24.1% in the first half, adjusted for short-term capital gains distributions. As
of June 30, 1995, the Capital Shares were priced at $28.50 per share on the New
York Stock Exchange, an 11.7% discount from NAV. The Capital Shares will be
redeemable at their full NAV and any remaining discount will automatically
disappear after January 31, 1997, when the Fund will either liquidate or,
following a vote of shareholders, convert to an open-end fund.
 
INCOME SHARES
 
The Income Shares are intended for investors seeking high current income and
relative safety of principal. They provided a total return (dividends paid and
change in market price assuming the reinvestment of dividends) of 2.9% in the
second quarter, matching the total return of a 10-year Treasury security
maturing in February 1997, and 6.5% in the first half, slightly surpassing the
Treasury security's return.
 
Our goal is to deliver competitive returns that equal or exceed benchmark
indices. From inception on February 13, 1987 through June 30, 1995, the compound
annual total return on the Income Shares was 10.8% at market, assuming
reinvestment of dividends, well in excess of the 7.8% compound return for a
10-year Treasury security maturing in February 1997.
 
The Fund paid regular monthly dividends of $.10 per Income Share during the
first half, plus an extra dividend of $.05 per share declared in April, for
total dividends of $.65 per Income Share in the half. After the half, an extra
of $.05 per share was declared in July, representing some of the additional
income earned in the second quarter. The portfolio continues to generate income
in excess of the $.10 monthly dividend rate. Consequently, we currently expect
to pay total dividends--monthly dividends plus extras--in 1995 modestly
exceeding the $1.34 per Income Share paid in 1994. We will inform you in future
quarterly reports if there is any significant change in this outlook.

<PAGE>

The Income Shares had a market price of $12.25 each at June 30, 1995. They are
scheduled to be redeemed on January 31, 1997 at $11.60 per share plus all
accumulated and unpaid dividends.
 
SUMMARY
 
The stock market entered the third quarter with tremendous upward momentum, but
appeared also to be vulnerable to negative news. In this uncertain environment,
we continue to do what we do best: purchase companies with superior business

characteristics at reasonable prices and thereby seek to preserve capital and
outperform the popular indices regardless of the broad market direction. Thank
you for investing with us at Quest for Value. We remain mindful of managing the
Fund to generate favorable returns for both the Capital and Income shareholders.
 
                                             Sincerely,

                                             /s/ Joseph M. La Motta
  
                                             Joseph M. La Motta
                                             President

<PAGE>
                    QUEST FOR VALUE DUAL PURPOSE FUND, INC.
                      SCHEDULE OF INVESTMENTS (UNAUDITED)
                                 JUNE 30, 1995
<TABLE>
<CAPTION>
 PRINCIPAL
  AMOUNT                                                         VALUE
------------                                                  ------------
<S>          <C>                                              <C>
             U.S. TREASURY BILLS--0.9%
$ 6,900,000    5.815%, 7/13/95 (A)
               (cost--$6,886,606)............................ $  6,886,606
                                                              ------------
 
             REPURCHASE AGREEMENT--1.7%

$13,056,000  Lehman Brothers 6.13%, 7/03/95 (proceeds at
               maturity: $13,062,669, collateralized by
               $12,280,000 par, $13,318,888 value, U.S.
               Treasury Notes, 8.625%, 6/15/97)
               (cost--$13,056,000)........................... $ 13,056,000
                                                              ------------
             CORPORATE NOTES AND BONDS--9.1%
 
             Casinos/Gaming--1.6%
$12,500,000  Harrah's Jazz Co.
               First Mortgage Notes
               14.25%, 11/15/01.............................. $ 13,000,000
                                                              ------------
 
             Chemicals--0.7%
  5,000,000  IMC Fertilizer Group, Inc.
               Sr. Notes
               10.75%, 6/15/03...............................    5,375,000
                                                              ------------
             Insurance--1.1%
  8,750,000  Reliance Group Holdings, Inc.
               Sr. Sub. Deb.
               9.75%, 11/15/03...............................    8,487,500
                                                              ------------
             Oil/Gas--1.6%
 16,000,000  Triton Energy Corp.
               Sr. Sub. Disc. Notes
               Zero Coupon, 11/01/97.........................   13,040,000
                                                              ------------
 
             Telecommunications--3.4%
 15,000,000  Comcast Corp.
               Sr. Sub. Deb.
               10.625%, 7/15/12..............................   16,050,000
 20,000,000  Nextel Communications, Inc.
               Sr. Sub. Disc. Notes 0.00%/11.50%,
               9/01/03**.....................................   11,200,000

                                                              ------------
                                                                27,250,000
                                                              ------------
 
<CAPTION>
 PRINCIPAL
  AMOUNT                                                         VALUE
------------                                                  ------------
<S>          <C>                                              <C>
             Tobacco/Beverages/Food Products--0.7%
$ 5,000,000  Chiquita Brands International, Inc.
               Sub. Notes
               11.50%, 6/01/01............................... $  5,150,000
                                                              ------------
             Total Corporate Notes and Bonds
               (cost--$71,111,459)........................... $ 72,302,500
                                                              ------------
 
             CONVERTIBLE CORPORATE NOTES AND BONDS--12.9%

             Airlines--2.9%
$22,000,000  AMR Corp.
               Conv. Sub. Deb.
               6.125%, 11/01/24.............................. $ 22,880,000
                                                              ------------
             Drugs/Medical Products--2.7%
 56,380,000  Alza Corp.
               Conv. Sub. Notes
               Zero Coupon, 7/14/14..........................   21,424,400
                                                              ------------
             Insurance--2.6%
 20,000,000  Equitable Co.
               Conv. Sub. Notes
               6.125%, 12/15/24..............................   20,750,000
                                                              ------------
             Oil/Gas--2.3%
 12,970,545  Crusader Limited
               Conv. Sub. Notes
               6.00%, 2/14/04 (B)............................   18,335,162
                                                              ------------
             Real Estate--2.4%
 18,728,536  Security Capital Realty, Inc.
               Conv. Sub. Notes
               12.00%, 6/30/14 (B)...........................   18,728,536
                                                              ------------
             Total Convertible Corporate Notes and Bonds
               (cost--$92,051,904)........................... $102,118,098
                                                              ------------
</TABLE>
 
<TABLE>
<CAPTION>
   SHARES                                                        VALUE
------------                                                  ------------

 
<S>          <C>                                              <C>
             CONVERTIBLE PREFERRED STOCKS--4.4%

             Insurance--1.3%
    170,000  Travelers Group, Inc.
               $2.75 Conv. Pfd. Series B..................... $ 10,667,500
                                                              ------------
             Tobacco/Beverages/Food Products--3.1%
  1,250,000  Flagstar Companies, Inc.
               $2.28 Conv. Exch. Pfd.........................   24,375,000
                                                              ------------
 
             Total Convertible Preferred Stocks
               (cost--$38,871,093)........................... $ 35,042,500
                                                              ------------
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
   SHARES                                                        VALUE
------------                                                  ------------
<S>          <C>                                              <C>
             COMMON STOCKS--70.5%
             Aerospace--5.0%
    515,000  McDonnell Douglas Corp.......................... $ 39,526,250
                                                              ------------
 
             Automotive--1.8%
    300,000  General Motors Corp.............................   14,062,500
                                                              ------------
             Banking--9.1%
    900,000  Citicorp (A)....................................   52,087,500
    474,084  Mellon Bank Corp................................   19,733,747
                                                              ------------
                                                                71,821,247
                                                              ------------
 
             Chemicals--6.4%
    584,500  Hercules, Inc...................................   28,494,375
    250,000  Monsanto Co.....................................   22,531,250
                                                              ------------
                                                                51,025,625
                                                              ------------
             Cosmetics/Toiletries--0.7%
     79,800  Avon Products, Inc..............................    5,346,600
                                                              ------------
             Drugs/Medical Products--2.2%
    300,000  Becton, Dickinson & Co..........................   17,475,000
                                                              ------------
             Electronics--3.1%
    500,000  Arrow Electronics, Inc.*........................   24,875,000
                                                              ------------

             Healthcare Services--1.8%
  1,000,000  Tenet Healthcare Corp.*.........................   14,375,000
                                                              ------------
 
             Insurance--13.2%
    454,500  AFLAC, Inc......................................   19,884,375
    400,000  EXEL Limited....................................   20,800,000
     77,400  Progressive Corp., Ohio.........................    2,970,225
    600,000  Transamerica Corp...............................   34,950,000
    600,000  Travelers Group, Inc............................   26,250,000
                                                              ------------
                                                               104,854,600
                                                              ------------
             Metals/Mining--5.0%
    646,250  Freeport McMoRan, Copper & Gold (Class A).......   13,328,906
  1,500,000  Freeport McMoRan, Inc...........................   26,437,500
                                                              ------------
                                                                39,766,406
                                                              ------------
<CAPTION>
   SHARES                                                        VALUE
------------                                                  ------------
<S>          <C>                                              <C>
             Miscellaneous Financial
             Services--8.9%
    750,000  American Express Co............................. $ 26,343,750
    600,000  Federal Home Loan Mortgage Corp.................   41,250,000
    146,300  John Alden Financial Corp.......................    2,505,388
                                                              ------------
                                                                70,099,138
                                                              ------------
 
             Oil/Gas--2.8%
    475,000  Triton Energy Corp.*............................   22,028,125
                                                              ------------
 
             Paper Products--3.3%
    500,000  Champion International Corp.....................   26,062,500
                                                              ------------
 
             Real Estate--2.7%
     24,346  Security Capital Realty, Inc. (B)...............   21,473,235
                                                              ------------
 
             Retail--1.1%
    200,000  May Department Stores Co........................    8,325,000
                                                              ------------
 
             Telecommunications--3.4%
    800,000  Sprint Corp.....................................   26,900,000
                                                              ------------
 
             Total Common Stocks
               (cost--$371,543,704).......................... $558,016,226

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

<TABLE>
<S>                                                   <C>     <C> 
TOTAL INVESTMENTS
  (cost--$593,520,766)...............................  99.5%  $787,421,930
                                                      -----   ------------
<CAPTION>
 CONTRACTS                                                       VALUE
------------                                                  ------------
<S>          <C>                                       <C>    <C>
             WRITTEN CALL OPTIONS OUTSTANDING--(0.1%)
       2,000 Citicorp
               expiring July '95 @ $55
               (premium received: $1,058,964)........         $   (725,000)
                                                              ------------
Other Assets in Excess of
  Other Liabilities..................................   0.6   $  5,091,334
                                                      -----   ------------

TOTAL NET ASSETS..................................... 100.0%  $791,788,264
                                                      -----   ------------
                                                      -----   ------------
</TABLE>
 
                See accompanying notes to financial statements.
--------------------------------------------------------------------------------
 * Non-income producing security.
** Represents a step-up note which will receive 0.00% interest until 9/01/98,
   then will 'step-up' to 11.50% until maturity.

<PAGE>

NOTES TO SCHEDULE OF INVESTMENTS:
 
(A) Securities segregated (full or partial) as collateral for written call
    options and futures contracts outstanding. The market value of such
    segregated securities is $18,461,606.
 
(B) Restricted Securities:
 
<TABLE>
<CAPTION>
                                                                                                 
                                        DATE OF         PAR                                      VALUATION AS OF
            DESCRIPTION               ACQUISITION      AMOUNT          SHARES       UNIT COST     JUNE 30, 1995
-----------------------------------   -----------    -----------    ------------    ----------    -------------
<S>                                   <C>            <C>            <C>             <C>           <C>
Crusader Limited 6.00%, 2/14/04....     4/28/94      $12,970,545         --            $100            $141
Security Capital Realty, Inc.
  12.00%, 6/30/14..................     6/16/94       18,728,536         --              94             100
Security Capital Realty, Inc.
  Common Stock.....................     8/02/93          --            14,286           686             882
                                        3/07/94          --            10,060           686             882
</TABLE>

<PAGE>
                    QUEST FOR VALUE DUAL PURPOSE FUND, INC.
                STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)
                                 JUNE 30, 1995
<TABLE>
<S>                                                 <C>            <C>
                     ASSETS
Investments, at value (cost--$593,520,766)........  $787,421,930
Cash..............................................           480
Dividends and interest receivable.................     4,617,763
Receivable for futures variation margin...........       401,700
Income tax receivable.............................        88,304
Prepaid expenses and other assets.................       188,665
                                                    ------------
   Total assets...................................                 $792,718,842
 
                  LIABILITIES
Written options outstanding, at value
   (premium received: $1,058,964).................  $    725,000
Dividends payable to Income Shareholders..........       106,766
Other payables and accrued expenses...............        98,812
                                                    ------------
   Total liabilities..............................                      930,578
                                                                   ------------
 
                   NET ASSETS
             (Shareholders' Equity)
Net assets applicable to 18,004,302 Income Shares
   outstanding of $.01 par value..................  $210,407,530
Net assets applicable to 18,004,302 Capital Shares
   outstanding of $.01 par value..................   581,380,734
                                                    ------------
   Total Net Assets...............................                 $791,788,264
                                                                   ------------
                                                                   ------------
 
<CAPTION>
                                                        INCOME        CAPITAL
                                                        SHARES        SHARES
                                                     ------------   ------------
<S>                                                  <C>            <C>
Net asset value per share.........................      $11.69         $32.29
                                                     ------------   ------------
                                                     ------------   ------------
</TABLE>
                See accompanying notes to financial statements.
--------------------------------------------------------------------------------


<PAGE>
                    QUEST FOR VALUE DUAL PURPOSE FUND, INC.
                      STATEMENT OF OPERATIONS (UNAUDITED)
                     FOR THE SIX MONTHS ENDED JUNE 30, 1995
 
<TABLE>
<S>                                                    <C>              <C>
INVESTMENT INCOME:
 
  Interest........................................     $ 9,032,256
  Dividends.......................................       6,384,059
                                                       -----------
     Total investment income......................                      $ 15,416,315
 
OPERATING EXPENSES:
 
  Investment advisory fees (note 2a)..............     $ 2,068,833
  Administration fees (note 2b)...................         364,178
  Reports and notices to shareholders.............          79,944
  Custodian fees..................................          37,636
  Transfer and dividend disbursing agent fees.....          33,003
  Auditing, consulting and tax return preparation
     fees.........................................          30,194
  Directors' fees and expenses....................          18,967
  Exchange fees...................................          17,211
  Legal fees......................................           3,439
  Miscellaneous...................................           9,922
                                                       -----------
     Total operating expenses.....................                         2,663,327
                                                                        ------------
     Net investment income........................                        12,752,988
                                                                        ------------
 
REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS, OPTIONS AND FUTURES--NET:
 
  Net realized gain on investments................     $39,095,544
  Net realized gain on option transactions (note
     1d)..........................................         100,694
  Net realized loss on futures transactions (note
     1e)..........................................     (14,228,095)
                                                       -----------
     Net realized gain on investments, options and
      futures transactions........................                      $ 24,968,143
  Net change in unrealized appreciation
     (depreciation) on investments, options and
     futures......................................                        92,622,424
                                                                        ------------
     Net realized gain and change in net
      unrealized appreciation (depreciation) on
      investments, options and futures............                       117,590,567
                                                                        ------------
  Net increase in net assets resulting from

     operations...................................                      $130,343,555
                                                                        ------------
                                                                        ------------
</TABLE>
 
                See accompanying notes to financial statements.
 
--------------------------------------------------------------------------------

<PAGE>
                    QUEST FOR VALUE DUAL PURPOSE FUND, INC.
                       STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
                                                         SIX MONTHS
                                                           ENDED            YEAR ENDED
                                                          JUNE 30,         DECEMBER 31,
                                                          1995 (1)             1994
                                                       --------------      ------------
<S>                                                    <C>                 <C>
Net investment income.............................      $ 12,752,988       $24,415,397
Net realized gain on investments, options and
   futures transactions...........................        24,968,143        36,436,200
Net change in unrealized appreciation
   (depreciation) on investments, options and
   futures........................................        92,622,424       (43,370,555)
Provision for income taxes on long-term capital
   gains retained (note 1b).......................                --        (9,497,588)
                                                       --------------      ----------- 
  Net increase in net assets resulting from
     operations...................................       130,343,555         7,983,454
Dividends to Income Shareholders
   ($.65 and $1.335 per share, respectively)......       (11,702,797)      (24,035,669)
Distributions to Capital Shareholders
   ($.033 and $.389 per share, respectively)......          (594,142)       (7,009,075)
                                                       --------------      ----------- 
  Total increase (decrease) in net assets.........       118,046,616       (23,061,290)
Net Assets:
  Beginning of period.............................       673,741,648       696,802,938
                                                       --------------      -----------
  End of period (including undistributed net
     investment income of $1,549,606 and $499,415,
     respectively)................................      $791,788,264       $673,741,648
                                                       --------------      ------------
                                                       --------------      ------------
</TABLE>
 
                See accompanying notes to financial statements.
--------------------------------------------------------------------------------
(1) Unaudited.


<PAGE>

                    QUEST FOR VALUE DUAL PURPOSE FUND, INC.
          STATEMENT OF CHANGES IN UNDISTRIBUTED NET INVESTMENT INCOME,
                     REALIZED AND UNREALIZED GAINS (LOSSES)
 
<TABLE>
<CAPTION>
                                                       SIX MONTHS
                                                         ENDED           YEAR ENDED
                                                        JUNE 30,        DECEMBER 31,
                                                        1995 (1)            1994
                                                      ------------      ------------
<S>                                                   <C>               <C>
Net investment income available for distribution:
   Balance, beginning of period...................    $    499,415      $   119,687
   Net investment income..........................      12,752,988       24,415,397
   Dividends to Income Shareholders
     ($.65 and $1.335 per share, respectively)....     (11,702,797)     (24,035,669)
                                                      ------------      -----------
      Balance, end of period......................    $  1,549,606      $   499,415
                                                      ------------      -----------
                                                      ------------      -----------
 
Accumulated net realized gains:
   Balance, beginning of period...................    $156,215,731     $136,286,194
   Net realized gain on investments, options and
     futures transactions.........................      24,968,143       36,436,200
   Provision for income taxes on long-term capital
     gains retained (note 1b).....................              --       (9,497,588)
   Distributions to Capital Shareholders
     ($.033 and $.389 per share, respectively)....        (594,142)      (7,009,075)
                                                      ------------      -----------
      Balance, end of period......................    $180,589,732     $156,215,731
                                                      ------------     ------------
                                                      ------------     ------------
 
Net unrealized appreciation (depreciation) on
   investments, options and futures:
   Balance, beginning of period...................    $ 99,310,654     $142,681,209
   Net change in unrealized appreciation
     (depreciation) on investments, options and
     futures......................................      92,622,424      (43,370,555)
                                                      ------------      -----------
      Balance, end of period......................    $191,933,078      $99,310,654
                                                      ------------      -----------
                                                      ------------      -----------
</TABLE>
 
                See accompanying notes to financial statements.
--------------------------------------------------------------------------------


<PAGE>
                    QUEST FOR VALUE DUAL PURPOSE FUND, INC.
                   NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 JUNE 30, 1995
 
    (1) ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
 
    Quest for Value Dual Purpose Fund, Inc. (the 'Fund') is a diversified,
closed-end, 'dual-purpose' investment company. The Fund commenced investment
operations on February 13, 1987. Quest for Value Advisors (the 'Adviser'), a
majority-owned (99%) subsidiary of Oppenheimer Capital, serves as the Fund's
investment adviser. Oppenheimer Capital (the 'Administrator') serves as the
Fund's administrator. The following is a summary of significant accounting
policies consistently followed by the Fund in the preparation of its financial
statements:
 
    (a) VALUATION OF INVESTMENTS
 
    Investment securities listed on a national securities exchange and
securities traded in the over-the-counter National Market System are valued at
the last reported sale price on the valuation date; if there are no such
reported sales, the securities are valued at their last quoted bid price. Other
securities traded over-the-counter and not part of the National Market System
are valued at the last quoted bid price. Investment debt securities (other than
short-term obligations) are valued each day by an independent pricing service
using methods which include current market quotations from a major market maker
in the securities and trader-reviewed 'matrix' prices. Short-term debt
securities having a remaining maturity of sixty days or less are valued at
amortized cost or amortized value, which approximates market value. The ability
of issuers of debt instruments to meet their obligations may be affected by
economic developments in a specific industry or region. Any securities or other
assets for which market quotations are not readily available are valued at their
fair value as determined in good faith under procedures established by the
Fund's Board of Directors.
 
    (b) FEDERAL INCOME TAXES
 
    It is the Fund's intention to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute
substantially all of its taxable ordinary income to its shareholders;
accordingly, no Federal income tax provision is required. Net realized long-term
capital gains, if any, on security transactions are retained and applicable
taxes thereon will be accrued at the end of the Fund's fiscal year.
 
    (c) INVESTMENT TRANSACTIONS AND OTHER INCOME
 
    Investment transactions are accounted for on the trade date. In determining
the gain or loss from the sale of investments, the cost of investments sold has
been determined on the basis of identified cost. Dividend income is recorded on
the ex-dividend date and interest income is accrued as earned. Discounts or
premiums on debt securities are accreted or amortized to interest income over
the lives of the respective securities.
 
    (d) OPTION ACCOUNTING POLICIES

 
    When the Fund writes a call or put option, the premium received is included
in the Fund's Statement of Assets and Liabilities as an asset and an equivalent
amount is recognized as a liability. The amount of the liability is subsequently
marked-to-market to reflect the current market value of the option written. The
current market value of a traded option is the last sale price or, in the
absence of a sale, the last asked price. If the option expires on its stipulated
expiration date or if the Fund enters into a closing purchase transaction, the
Fund will realize a gain (or loss if the cost of a closing purchase transaction
exceeds the premium received when the option was written) without regard to any
unrealized gain or loss on the underlying security, and the liability related to
such option will be extinguished. If a call option which the Fund has written is
exercised, the Fund realizes a gain or loss from the sale of the underlying
security and the proceeds from such sale are increased by the premium originally
received. If a put option which the Fund has written is exercised, the amount of
the premium originally received will reduce the cost of the security which the
Fund purchases upon exercise of the option.
 
    (e) FUTURES ACCOUNTING POLICIES
 
    A futures contract is an agreement between two parties to buy and sell a
financial instrument at a set price on a future date. Upon entering into such a
contract the Fund is required to pledge to the broker an amount of cash or U.S.
Government securities equal to the minimum 'initial margin' requirements of the
exchange. At June 30, 1995, the Fund pledged $6,900,000 U.S. Treasury Bills with
a value of $6,886,606 as initial margin for such futures contracts. Pursuant to
the contracts, the Fund agrees to receive from or pay to the broker an amount of
cash equal to the daily fluctuation in value of the contracts. Such receipts or
payments are known as 'variation margin,' and are recorded by the Fund as
unrealized appreciation or depreciation. When the contracts are closed, the Fund
records a realized gain or loss equal to the difference

<PAGE>
                    QUEST FOR VALUE DUAL PURPOSE FUND, INC.
             NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
                                 JUNE 30, 1995

between the value of the contracts at the time they were opened and the value at
the time they were closed and reverses any unrealized appreciation or
depreciation previously recorded.
 
    Futures Contracts open at June 30, 1995 are as follows:
 
<TABLE>
<CAPTION>
                                                                              UNREALIZED
          DESCRIPTION              CONTRACTS    SHORT VALUE     EXPIRATION       LOSS
--------------------------------   ---------    ------------    -----------   ----------
<S>                                <C>          <C>             <C>           <C>
Standard & Poor's 500 Index.....      618       $169,069,545     Sept. '95    $2,302,050
</TABLE>
 
    (F) REPURCHASE AGREEMENTS
 

    The Fund enters into repurchase agreements as part of its investment
program. The Fund's custodian takes possession of collateral pledged by the
counterparty. The collateral is marked-to-market daily to ensure that the value,
plus accrued interest, is at least equal to the repurchase price. In the event
of default of the obligor to repurchase, the Fund has the right to liquidate the
collateral and apply the proceeds in satisfaction of the obligation. Under
certain circumstances, in the event of default or bankruptcy by the counterparty
to the agreement, realization and/or retention of the collateral or proceeds may
be subject to legal proceedings.
 
    (G) DIVIDENDS AND DISTRIBUTIONS
 
    The Fund distributes its net investment income to holders of the Income
Shares at a fixed monthly rate (currently $.10 a share) with any excess net
investment income distributed on a quarterly basis. Income Shares are entitled
to cumulative dividends in an amount equivalent to net investment income with a
minimum annual rate of $.875 per share.
 
    To the extent that any such minimum cumulative dividend cannot be satisfied
from net investment income, it will be paid from any tax basis net realized
short-term or long-term capital gains. Capital Shares will not be entitled to
receive dividends from net investment income as long as Income Shares are
outstanding.
 
    The Fund declared dividends of $.65 per Income Share during the six months
ended June 30, 1995. To the extent not needed to pay the Income Shares' minimum
cumulative dividends, distributions from tax basis net realized short-term
capital gains, if any, may be paid to holders of the Capital Shares. The Fund
will not distribute tax basis net realized long-term capital gains except to the
limited extent described previously. Dividends and distributions to shareholders
are recorded on the
ex-dividend date.
 
    On January 31, 1997 Income Shares will be redeemed at $11.60 per share, plus
accumulated and unpaid dividends. Should assets be insufficient to redeem the
Income Shares at such amount, the total net assets of the Fund would be
distributed to Income Shareholders on a pro-rata basis.
 
    (2) INVESTMENT ADVISORY FEE, ADMINISTRATION FEE AND OTHER TRANSACTIONS WITH
        AFFILIATES
 
    (a) The investment advisory fee is payable monthly to the Adviser and is
computed on the average weekly net assets of the Fund as of the close of
business each week at the following annual rates: .75% on the first $200
million; and .50% on net assets in excess of $200 million.
 
    (b) The administration fee is payable monthly to the Administrator and is
computed on the average weekly net assets of the Fund as of the close of
business each week at the annual rate of .10%.
 
    (c) Total brokerage commissions paid by the Fund during the six months ended
June 30, 1995 amounted to $371,956 of which Oppenheimer & Co., Inc., an
affiliate of the Adviser, received $95,194.
 

    (3) PURCHASES AND SALES OF SECURITIES
 
    During the six months ended June 30, 1995, purchases and sales of investment
securities, other than short-term securities and options, aggregated
$147,723,049 and $179,364,190, respectively.

<PAGE>
                    QUEST FOR VALUE DUAL PURPOSE FUND, INC.
             NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
                                 JUNE 30, 1995
 
    The following table summarizes activity in written option contracts during
the six months ended June 30, 1995:
 
<TABLE>
<CAPTION>
                                                         CONTRACTS    PREMIUMS
                                                         ---------   ----------
<S>                                                      <C>         <C>
Option contracts written: Outstanding at beginning of
   period..............................................      1,870   $  997,917
   Options written.....................................      8,130    3,244,575
   Options terminated in closing purchase
     transactions......................................       (682)    (169,064)
   Options exercised...................................     (7,318)  (3,014,464)
                                                         ---------   ----------
Option contracts written: Outstanding at end of
   period..............................................      2,000   $1,058,964
                                                         ---------   ----------
                                                         ---------   ----------
</TABLE>
 
    (4) UNREALIZED APPRECIATION (DEPRECIATION) AND COST OF INVESTMENTS FOR
        FEDERAL INCOME TAX PURPOSES
 
    At June 30, 1995, the cost of investments for Federal income tax purposes
was $593,659,280. Aggregate gross unrealized appreciation (all securities in
which there is an excess of value over tax cost) amounted to $202,892,266 and
aggregate gross unrealized depreciation (all securities in which there is an
excess of tax cost over value) amounted to $9,129,616, resulting in net
unrealized appreciation of $193,762,650.
 
    (5) CAPITAL STOCK
 
    The Fund is authorized to issue 20 million Capital Shares and 20 million
Income Shares at $.01 par value, respectively. Each class of shares has
18,004,302 issued and outstanding, representing $180,043 at par and $208,677,881
paid-in-surplus.
 
    (6) QUARTERLY RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                                    REALIZED AND UNREALIZED

                                                                   NET                            GAIN (LOSS) ON INVESTMENTS,
                                 INVESTMENT                    INVESTMENT                          OPTIONS AND FUTURES--NET
                                   INCOME                        INCOME                        (AFTER PROVISION FOR INCOME TAXES)
                           -----------------------       -----------------------             --------------------------------------
                                                                            PER                                        PER          
     QUARTER ENDED            TOTAL          SHARE          TOTAL          SHARE                      TOTAL           SHARE
-----------------------    -----------       -----       -----------       -----                  ------------       ------
<S>                        <C>               <C>         <C>             <C>                      <C>                <C>
March 31, 1995.........    $ 7,638,860       $0.43       $ 6,365,976       $0.35                  $ 57,584,502       $ 3.20
June 30, 1995..........      7,777,455        0.43         6,387,012        0.36                    60,006,065         3.33
                           -----------       -----       -----------       -----                  ------------       ------
                           $15,416,315       $0.86       $12,752,988       $0.71                  $117,590,567       $ 6.53
                           -----------       -----       -----------       -----                  ------------       ------
                           -----------       -----       -----------       -----                  ------------       ------
March 31, 1994.........    $ 6,654,116       $0.37       $ 5,372,817       $0.30                  $ (7,528,343)      $(0.42)
June 30, 1994..........      7,076,495        0.39         5,781,334        0.32                     8,230,557         0.46
September 30, 1994.....      6,969,837        0.39         5,643,562        0.32                    10,890,082         0.61
December 31, 1994......      8,916,723        0.50         7,617,684        0.42                   (28,024,239)       (1.56)
                           -----------       -----       -----------       -----                  ------------       ------
                           $29,617,171       $1.65       $24,415,397       $1.36                  $(16,431,943)      $(0.91)
                           -----------       -----       -----------       -----                  ------------       ------
                           -----------       -----       -----------       -----                  ------------       ------
 </TABLE>
 
    (7) FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS
 
    At June 30, 1995, the Fund had outstanding written options and futures
contracts. These contracts involve elements of market risk in excess of the
amounts reflected in the Statement of Assets and Liabilities. If these contracts
are traded through a regulated exchange, the counterparty risk is generally
eliminated since the exchange interposes itself into the transaction. If,
however, the contracts are traded in the over-the-counter markets, counterparty
credit risk can exist.
 
    During the six months ended June 30, 1995, the Fund made use of a strategy
known as 'dynamic hedging'. Dynamic hedging is an attempt to protect against
declines in the market value of its portfolio through the sale of stock index
futures. It's purpose is to achieve a pre-specified level of downside protection
while at the same time retaining exposure to the upside potential of the
portfolio.
 
    (8) SUBSEQUENT EVENTS
 
    On July 7, 1995, a dividend of $.15 per share or approximately $2,700,645
was declared to Income Shareholders payable July 31, 1995 to shareholders of
record on July 17, 1995.
 
    On August 4, 1995, a dividend of $.10 per share or approximately $1,800,430
was declared to Income Shareholders payable August 31, 1995 to shareholders of
record on August 14, 1995.


<PAGE>
                    QUEST FOR VALUE DUAL PURPOSE FUND, INC.
                              FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                    SIX MONTHS
                                      ENDED                                    YEAR ENDED DECEMBER 31,
                                     JUNE 30,        ----------------------------------------------------------------------------
                                     1995 (1)            1994            1993            1992            1991            1990
                                   ------------      ------------    ------------    ------------    ------------    ------------
<S>                                <C>               <C>             <C>             <C>             <C>             <C>
PER SHARE OPERATING PERFORMANCE:
Income Shares:
   Net Asset Value, Beginning of
     Period.....................   $      11.63      $      11.61    $      11.61    $      11.60    $      11.60    $      11.61
   Net investment income........           0.71              1.36            1.30            1.35            1.37            1.57
   Dividends from net investment
     income.....................          (0.65)            (1.34)          (1.30)          (1.34)          (1.37)          (1.58)
                                   ------------      ------------    ------------    ------------    ------------    ------------
   Net Asset Value, End of
     Period.....................   $      11.69      $      11.63    $      11.61    $      11.61    $      11.60    $      11.60
                                   ------------      ------------    ------------    ------------    ------------    ------------
                                   ------------      ------------    ------------    ------------    ------------    ------------
   Market Value, End of Period..   $      12.25      $     12.125    $      13.25    $      13.00    $     13.375    $     12.875
                                   ------------      ------------    ------------    ------------    ------------    ------------
                                   ------------      ------------    ------------    ------------    ------------    ------------
   Total Investment Return (2)..           6.5%              1.8%           12.3%            7.4%           15.0%           11.9%
                                   ------------      ------------    ------------    ------------    ------------    ------------
                                   ------------      ------------    ------------    ------------    ------------    ------------
 
Capital Shares:
   Net Asset Value, Beginning of
     Period.....................   $      25.79      $      27.09    $      26.29    $      22.59    $      16.43    $      18.05
   Net realized and unrealized
     gain (loss) on investments,
     options and futures
     transactions...............           6.53             (0.38)           2.45            6.09            6.77           (0.91)
   Provision for corporate
     income taxes on net
     realized long-term capital
     gains......................             --             (0.53)          (1.43)          (1.10)          (0.60)          (0.51)
   Distributions from net
     realized short-term capital
     gains......................          (0.03)            (0.39)          (0.22)          (1.29)          (0.01)          (0.20)
                                   ------------      ------------    ------------    ------------    ------------    ------------
   Net Asset Value, End of
     Period.....................   $      32.29      $      25.79    $      27.09    $      26.29    $      22.59    $      16.43
                                   ------------      ------------    ------------    ------------    ------------    ------------
                                   ------------      ------------    ------------    ------------    ------------    ------------
   Market Value, End of Period..   $      28.50      $      23.00    $      23.75    $      23.00    $     17.625    $      12.00
                                   ------------      ------------    ------------    ------------    ------------    ------------
                                   ------------      ------------    ------------    ------------    ------------    ------------
   Total Investment Return (3)..          24.1%              0.9%           10.5%           44.6%           52.1%           (9.7%)

                                   ------------      ------------    ------------    ------------    ------------    ------------
                                   ------------      ------------    ------------    ------------    ------------    ------------
 
RATIOS/SUPPLEMENTAL DATA:
   Net Assets, End of Period....   $791,788,264      $673,741,648    $696,802,938    $682,373,943    $615,726,914    $504,739,067
                                   ------------      ------------    ------------    ------------    ------------    ------------
   Ratio of Operating Expenses
     to Average Net Assets......          0.73%(4,5)        0.74%           0.74%           0.74%           0.77%           0.81%
                                   ------------      ------------    ------------    ------------    ------------    ------------
   Ratio of Net Investment
     Income to Average Net
     Assets.....................          3.50%(4,5)        3.47%           3.29%           3.61%           4.39%           5.50%
                                   ------------      ------------    ------------    ------------    ------------    ------------
   Portfolio Turnover Rate......            21%               45%             51%             45%             62%             78%
                                   ------------      ------------    ------------    ------------    ------------    ------------
   Number of each class of
     Income and Capital Shares
     outstanding at the end of
     period.....................     18,004,302        18,004,302      18,004,302      18,004,302      18,004,302      18,004,302
                                   ------------      ------------    ------------    ------------    ------------    ------------
                                   ------------      ------------    ------------    ------------    ------------    ------------
</TABLE>
 
(1) Unaudited.
(2) Change in market price assuming reinvestment of dividends on payable date
    (at market).
(3) Change in market price assuming reinvestment of short-term capital gains on
    payable date and taxes paid on long-term capital gains on year end (both at
    market).
(4) Average net assets for the six months ended June 30, 1995 were $734,391,159.
(5) Annualized.

<PAGE>
                                     ABOUT
                    QUEST FOR VALUE DUAL PURPOSE FUND, INC.
 
    The Quest for Value Dual Purpose Fund, Inc. (the 'Fund') is a closed-end
dual-purpose investment company which invests primarily in stocks and corporate
notes and bonds. The Fund has two classes of shares: Capital Shares (NYSE symbol
KFV) for those seeking long-term growth of capital; and Income Shares (NYSE
symbol KFV Pr.) for those seeking current and long-term growth of income.
 
    Capital Share investors provided 50% of the Fund's capital at inception in
1987, yet receive all of the portfolio's capital appreciation (depreciation).
Income Share investors, on the other hand, initially provided 50% of the Fund's
capital, but receive all of the portfolio's net investment income. Consequently,
investors in each class of shares have more assets working for their respective
investment goals than they have contributed.
 
    After redemption of the Income Shares on January 31, 1997, at initial net
asset value of $11.60, plus any accumulated and unpaid dividends, Capital
Shareholders will own all remaining assets. Thereafter, the Fund will either
liquidate or submit to the Capital Shareholders a proposal to continue as an
open-end investment company (i.e., a mutual fund).

 
                                SHARE COMPARISON
 
    The following is a brief summary of certain rights for each class of shares
of the Fund:
 
<TABLE>
<S>                                       <C>
  CAPITAL SHARES                          INCOME SHARES
o Generally will be entitled to all       o Entitled to all the Fund's Net
  capital appreciation and subject to       Investment Income.
  all depreciation from 100% of the
  assets of the Fund.
--------------------------------------------------------------------------------
o No distributions from Net Investment    o Minimum cumulative dividend of $.875
  Income as long as Income Shares are       annually.
  outstanding.
--------------------------------------------------------------------------------
o Bear none of the Fund's expenses.       o Potential for growing income stream.
                                            1995 dividends amounted to $.65
                                            through June 30, 1995
--------------------------------------------------------------------------------
o NYSE symbol KFV.                        o NYSE symbol KFV Pr.

</TABLE>
 
                           DIVIDEND REINVESTMENT PLAN
 
    Income Shareholders may participate in the dividend reinvestment plan (the
'Plan') by calling the Plan Agent, State Street Bank and Trust Company at
1-800-232-3863 if the shares are held in your own name. If shares are held in
nominee name (in the name of your brokerage firm, bank or other institution),
contact your nominee and request that they either participate on your behalf or
re-register the shares in your name.
 
    The Plan, in brief, works like this: On the payable date for a dividend the
Plan Agent will pool the dividends payable to participants in the Plan. Shortly
thereafter, the Plan Agent will purchase shares on the open market on behalf of
the Plan. When completed, they will allocate the shares to each participant.
Each participant will pay the same purchase cost plus a proportionate share of
the brokerage commissions. The administrative expenses of the Plan will be paid
by the Fund. Participation in the Plan in no way reduces or eliminates tax
liability on dividends reinvested. Participants may withdraw from the Plan at
any time by contacting the Plan Agent.

<PAGE>
QUEST FOR VALUE                                                 
DUAL PURPOSE                                                    
FUND, INC.                                                      

DIRECTORS AND OFFICERS
 
<TABLE>
<S>                        <C>

Joseph M. La Motta         Director, President (1)
Eugene D. Brody            Director (2)
George D. Langdon, Jr.     Director (1)
George Loft                Director (2)
Pamela W. McCann           Director (3)
Dr. Thomas W. Murnane      Director (3)
Lawrence Sherman           Director (1)
George A. Long             Vice President
Bernard H. Garil           Vice President
Sheldon Siegel             Treasurer
Thomas E. Duggan           Secretary
Leslie Klein               Assistant Treasurer
Deborah Kaback             Assistant Secretary
</TABLE>
                                                           
INVESTMENT ADVISER                                         
 
Quest for Value Advisors
One World Financial Center
New York, NY 10281

CUSTODIAN, TRANSFER AND SHAREHOLDER SERVICING AGENT        
                                                   
State Street Bank and Trust Company
P.O. Box 366
Boston, MA 02101
 
INDEPENDENT ACCOUNTANTS
 
Price Waterhouse LLP
1177 Avenue of Americas
New York, NY 10036

KEY:
(1) Director for both Capital and Income Shares
(2) Director for Capital Shares
(3) Director for Income Shares

This report, including the financial information herein, is transmitted to the
shareholders of Quest for Value Dual Purpose Fund, Inc. for their information.
It is not a prospectus, circular or representation intended for use in
the purchase of shares of the Fund or any securities mentioned in this
report.

QUEST FOR VALUE                                                 
DUAL PURPOSE                                                    
FUND, INC.                                                      

SEMI-ANNUAL
REPORT

JUNE 30, 1995

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MANAGED BY
QUEST FOR VALUE ADVISORS


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