WASATCH ADVISORS FUNDS INC
N-30D, 1996-11-25
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                         Sunstone Financial Group, Inc.
                            207 East Buffalo Street
                                   Suite 400
                              Milwaukee, WI 53202
                                 (414) 271-5885

November 25, 1996

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549

Re:  Wasatch Funds Annual Report
     Filing Pursuant to Rule 30b2-1 and Section 24(b)
     under the Investment Company Act of 1940
     File Nos. 811-4920; 33-10451

Dear Sir/Madam:

On behalf of Wasatch Funds (the "Funds"), transmitted herewith for
filing pursuant to Rule 30b2-1 and Section 24(b) under the Investment Company
Act of 1940, as amended, is the Funds' Annual Report to Shareholders for
the year ended September 30, 1996.

Questions regarding this filing should be directed to the undersigned.

Sincerely,

/s/ Trudy Snyder
Trudy Snyder
Financial Analyst

TS/kg

Encl.

c:  Venice Edwards
    Michael J. Radmer






                                    WASATCH FUNDS
                                68 South Main Street
                             Salt Lake City, Utah 84101
                                   (800) 551-1700

                         LETTER FROM THE INVESTMENT ADVISOR
                                 SEPTEMBER 30, 1996

     DEAR SHAREHOLDER:

     OVERVIEW OF THE YEAR
     The market has continued to climb throughout the fiscal year ending 
     September 30, 1996. Since January its ascent has been marked by sporadic 
     dips. The most notable of these occurred in June and July. Even so, the Dow
     Jones Industrial Average recently went over the 6000 mark.
     
     Market fluctuations, especially since the start of 1996, seemed to be due 
     to investors reacting to news about the economy and the valuation levels in
     certain sectors of the market. Much of the reaction appeared to center 
     around whether or not the Federal Reserve Board would raise interest rates.
     The Board's decision to maintain interest rates at current levels has 
     generally been viewed as a sign that the economy is not overheating and 
     that inflation remains in check. This has helped boost investor confidence,
     keeping the market on its upward track.
     
     As the market has risen, so have the valuation levels of many of this 
     year's best performing stocks. Wasatch's strategy of purchasing stock in 
     high-quality companies at reasonable prices has gotten progressively more 
     challenging since the end of fiscal 1995. Even though the current 
     environment is not the most favorable for our investment style, we are 
     confident that consistent application of our "growth-at-a-price" strategy 
     will help keep Wasatch Funds on track for producing favorable long-run 
     returns.
     
     Building portfolios that are filled with good, solid companies that have
     outstanding long-term growth prospects is the goal of Wasatch Funds. Our
     process of in-depth, fundamental research has helped us find many 
     exceptional companies. However, even with our many years of stockpicking 
     experience, we occasionally have a quarter or two where companies that fail
     to meet our expectations can affect the Funds' short-term performance.
     
     This quarter, performance of the Wasatch equity funds was hampered by the
     summer's market corrections and an unusually high number of companies that
     fell short of expectations. We have sold several companies that face
     challenges that could affect their long-term business outlooks. We continue
     to hold other companies because we believe the impact of events causing 
     them to miss earnings estimates this quarter will more than likely be 
     short-term. A more detailed explanation of individual companies can be 
     found in the reviews of each Fund.
                                                                               
     As previously mentioned, certain stages of bull markets present challenging
     stockpicking environments for the research team. Our strategy of investing 
     in high-quality companies at reasonable prices becomes more difficult when 
     many desirable companies are fully- or over-valued. Making sure we pay 
     reasonable prices for companies in Wasatch portfolios is an important part 
     of our long-term strategy. Reasonable to us means that a company's 
     price-to-earnings (P/E) ratio should be roughly equal to how much we think 
     the company's earnings can grow.
     
     In the long run there is an almost perfect correlation between a company's
     stock price and its earnings growth. No matter how excellent a company may
     be, we don't think it makes sense to pay many times beyond the earnings
     growth prospects. When the overall market corrects, stock prices of
     excellent companies also fall. Our strategy is to wait and buy the stock
     when the price comes back in line with the company's earnings growth
     prospects. Refusing to purchase stock at P/E ratios sky-high above the
     predicted earnings growth rate hurt the Funds' performance this quarter.
     However, our experience has shown that not paying up for the sake of 
     short-term gains can help put shareholders ahead in the long run.

                                                                     ANNUALIZED
                                                                   -------------
                                                3RD
     INDEX                                    QUARTER       1 YEAR       5 YEARS
     ---------------------------------------------------------------------------
     S&P 500 Composite                           3.1%        20.3%        15.2%
     S&P MidCap 400 Index                        2.9%        14.0%        15.2%
     Russell 2000 Index                          0.3%        13.1%        15.8%
     Nasdaq Composite Index                      3.5%        17.6%        18.4%
     Lipper Growth Compostie Index               2.8%        13.7%        13.7%
     Lehman Bros. Gov't/Corp. Bond Index         1.8%         4.5%         7.6% 
     
     

                                                            ANNUALIZED
                                                       -------------------------
                                                         
                                    3RD                               SINCE
     WASATCH FUNDS                QUARTER   1 YEAR    5 YEARS   COMMENCEMENT<F1>
     --------------------------------------------------------------------------
     Aggressive Equity             (4.2)%    (1.1)%    13.6%          13.7%
     Micro-Cap                     (2.8)%    15.8%        -           42.4%
     Growth                        (1.7)%    12.4%     14.2%          13.2%
     Mid-Cap                       (0.2)%    (2.5)%       -           15.6%
     U.S. Treasury<F2>              0.8%      4.4%      5.7%           7.8%
     
     <F1> Commencement of operations for the Aggressive Equity, Growth and U.S.
     Treasury Funds is December 6, 1986; for the Mid-Cap Fund, August 16,
     1992; and for the Micro-Cap Fund, June 19, 1995.
     <F2> Formerly Income Fund



     OUTLOOK
     There are few economic signs to indicate excessive strength which could
     trigger inflation, or weakness which might indicate a recession. Since the
     underpinning of the market is the economy, the environment should continue
     to be favorable for investors in the last quarter of 1996. Of course,
     valuation in certain sectors and industries remains a concern. Wasatch will
     continue to invest in those sectors that offer the best opportunities to
     find companies with exceptional long-run growth potential.
     
     Our 21 years of experience has given us a pretty good idea about the kinds
     of returns shareholders can realistically expect from their mutual fund
     investments. For some shareholders, the heightened expectations that come
     with an extended bull market can make it more difficult to remain focused
     on realistic long-term returns. Wasatch expects annualized returns to
     average between 10 and 15 percent over periods of five to ten years. The
     volatility of some stocks, especially those of smaller companies, can cause
     returns to fluctuate, sometimes wildly, from month-to-month, 
     quarter-to-quarter and even year-to-year. Our experience indicates that the
     best way to take the edge off volatility is to invest in good, solid 
     companies, pay reasonable prices for stocks and stay invested through the 
     market's ups and downs.
     
     At Wasatch Funds our goal is to help shareholders build their nest egg by
     filling a niche in their investment plan. Our investment strategy uses an
     intensive research process to identify growing businesses. Ideally, we try
     to capture increases in the stock price as the company grows and Wall
     Street recognizes its success. We don't make bets on what the market or the
     economy will do. We believe that the way to make money in the stock market
     is to develop a sound investment strategy and apply it consistently in all
     types of investing environments.
     
     We want to assure you that we have our eye on the ball. Finding and
     investing in "America's Best Growth Companies"<F3> remains an excellent
     investment strategy and is the course we still pursue. We will continue to
     do our best to help make your investments in Wasatch Funds a rewarding part
     of your long-term investment plan. We are optimistic about the future. We
     firmly believe that the Wasatch Funds are strategically positioned to
     become top performers.
     
     <F3> These are companies we believe may possess an identifiable,
     sustainable competitive advantage, are underfollowed, undervalued, 
     well-managed, and have sufficient "headroom" in their markets to double 
     their size in five years.


     WASATCH AGGRESSIVE EQUITY FUND (CLOSED TO NEW INVESTORS)

     REVIEW OF THE QUARTER AND YEAR
     The strength of the Wasatch Aggressive Equity Fund continues to be our
     disciplined pursuit of the Fund's time-tested strategy of investing in
     high-quality small capitalization companies at reasonable prices. Some
     markets reward this strategy more than others. In fact, 1995 was very
     rewarding. The Fund finished fiscal 1995 up 35.2 percent. This year has
     proved to be more challenging, in part due to the Fund's valuation
     sensitivity. In addition, several companies fell short of expectations. The
     Fund lagged its peers and benchmarks, finishing fiscal 1996 down slightly
     at minus 1.1 percent. It is not unusual for the Fund to occasionally
     underperform its peers. In 1988 the Fund fell behind the Russell 2000. In
     the three years following, the Fund stayed even or outpaced this benchmark.
     Again in 1992, the Fund lagged the Russell 2000, but outperformed the next
     three years.
     
     To help put the Aggressive Equity Fund's performance in perspective, it is
     important to remember that stock prices of small companies are often
     subject to wide swings. This can cause the Fund's short-term performance to
     fluctuate. Rather than focus on the returns of a single quarter or year, we
     extend our horizon out to between five and ten years. It is Wasatch's goal
     to outperform the market over time. The Fund is on track to produce the
     long-run returns we seek. Keep in mind that it is not in the nature of the
     market or the Fund to move in a straight line. It has been our experience
     that if we follow our discipline and stay invested, we can achieve our
     objectives. We encourage you to stay invested and maintain your long-term
     focus.
     
     Turning our attention to the third quarter, we noted that particularly
     during September, many of the Fund's technology holdings gained strength
     and started to rebound from weakness earlier in the year.  Even though our
     refusal to pay up for overvalued companies hindered performance this
     quarter, our experience indicates that this strategy can pay off in the
     long run and has done especially well when the market turns bearish.
     
     The Fund's largest holding, National Health Investors, Inc. (NHI),
     continues to be reasonably valued and anchors the portfolio with stable,
     fairly predictable returns. In fact, the top three holdings all contributed
     positively. The number two holding, OEA, Inc. (OEA), a manufacturer of
     airbag initiators and inflators, continues to exceed our expectations.
     Micrel, Inc. (MCRL), the third largest holding, a maker of highly 
     specialized semiconductor chips for cellular telephones and laptop 
     computers, also was a strong performer.
     
     We have thrown in the towel on long-time holding Heilig-Meyers Co. (HMY).
     We had hoped the furniture retailer would follow the path of Wal-Mart,
     building from a small town base to double its industry. However, furniture
     retailing has proven to be a much tougher business than Wal-Mart's.
     
     Kent Electronics Corp. (KNT), a manufacturer of electronic components, met
     last quarter's expected earnings growth. The company guided analysts to
     lower estimates this quarter when several large semiconductor customers
     delayed manufacturing orders. In our opinion, Kent remains an excellent
     company with opportunities to grow as more companies outsource the
     manufacturing of electronic components. At this time, however, Kent is
     largely dependent on semiconductor companies for its ability to grow
     earnings. Since the outlook for that industry continues to be uncertain, we
     have decided to move out of the stock.
     
     Madge Networks, N.V. (MADGF), a provider of multimedia data transmission
     solutions for local area networks, was a top performing stock last year.
     This year the company faced some challenges that caused it to miss earnings
     estimates in the second quarter. In addition, we underestimated the
     strength of the competition's foothold on the market. Even though Madge has
     award-winning technology, its biggest competitor, Cisco Systems, has the
     lion's share of the market. We sold Madge because the company may not be
     able to gain market share as easily as we once believed.
     
     We held BMC West Corp. (BMCW), Express Scripts, Inc. (ESRX), Friedman's,
     Inc. (FRDM) and Nature's Sunshine Products, Inc. (NATR)through recent stock
     price weakness that we believe is likely to be short-term.

     OUTLOOK
     Wasatch is focused on getting favorable returns over the long run. We are
     optimistic that the Fund is in an excellent position to accomplish this
     task. We are excited about the prospects of companies in the portfolio and
     look forward to capturing increases in the stock prices as these businesses
     grow and prosper.
     
     Since its inception in 1986, the Aggressive Equity Fund has followed a
     disciplined, consistent investment strategy. We continue to apply our
     strategy of investing in high-quality, small companies at reasonable prices
     through all types of market and economic environments. In the past this
     practice has helped many shareholders achieve their long-term financial
     goals. We are confident it can continue to do so.

     AVERAGE ANNUAL TOTAL RETURN
                                            1 YEAR   5 YEARS  SINCE COMMENCEMENT
     ---------------------------------------------------------------------------
     WASATCH AGGRESSIVE EQUITY FUND          -1.1%    13.6%           13.7%
     ---------------------------------------------------------------------------

<TABLE>

<CAPTION>


                       12/6/86   9/30/87   9/30/88   9/30/89   9/30/90   9/30/91   9/30/92   9/30/93   9/30/94   9/30/95   9/30/96
                       -------   -------   -------   -------   -------   -------   -------   -------   -------   -------   -------
<S>                    <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>

Wasatch Aggressive
  Equity Fund          $10,000   $11,760   $10,211   $12,365   $11,063   $18,593   $18,165   $24,655   $26,345   $35,615   $35,225

S&P 500 Composite      $10,000   $13,238   $11,602   $15,431   $14,005   $18,369   $20,399   $23,051   $23,901   $31,010   $37,315

Nasdaq Composite Index $10,000   $12,356   $10,783   $13,152    $9,581   $14,653   $16,221   $21,214   $21,259   $29,022   $34,122

</TABLE>






     This chart assumes an initial gross investment of $10,000 made on 12/6/86
     (commencement). Returns shown include the reinvestment of all dividends. 
     Past performance is not predictive of future performance. Investment return
     and principal value will fluctuate, so that your shares, when redeemed, may
     be worth more or less than the original cost.

      The S&P 500 Composite is an unmanaged but commonly used measure of common
      stock total return performance.        
      
      The Nasdaq Composite Index is an unmanaged market capitalization price 
      only index that tracks the performance of domestic common stocks traded on
      the regular Nasdaq market as well as National Market System-traded foreign
      common stocks and ADRs.

     WASATCH AGGRESSIVE EQUITY FUND
     FIVE LARGEST STOCK HOLDINGS-As of September 30, 1996

     COMPANY                                   INDUSTRY          % OF NET ASSETS
     ---------------------------------------------------------------------------
     National Health Investors, Inc. REIT      Real Estate             6.1%
     OEA, Inc.                                 Capital Goods           3.5%
     Micrel, Inc.                              Semiconductors          3.1%
     O'Reilly Automotive, Inc.                 Retail                  3.0%
     United States Cellular Corp.              Telecommunications      3.0%


     WASATCH MICRO-CAP FUND
     Please note as of September 30, 1996, the Micro-Cap Fund was at $94 million
     in net assets and intends to close to new investors when it reaches $100 
     million in net assets.

     REVIEW OF THE QUARTER AND YEAR
     The Wasatch Micro-Cap Fund invests in companies that fall into two broad
     categories. The Fund's major holdings are in the core category. These
     companies are chosen for their ability to anchor the portfolio with 
     relatively consistent returns. They typically produce annual earnings 
     growth of 15 percent or more. Their potential to produce consistent returns
     may be partially due to stable demand for products and services. The second
     category is made up of more aggressive, momentum stocks. These companies 
     are capable of rapid growth, sometimes in excess of 25 percent annually. 
     They can be found in some of the most dynamic industries like technology 
     and health care.

     The Fund has continued upon its chosen investment course throughout fiscal
     1996. Overall, it has been a good year for the Fund. Since this time last
     year, the Micro-Cap Fund has returned 15.8 percent. It is up a solid 42.4
     percent since inception in June 1995. Although the Fund finished the third
     quarter behind its peers, it is still well-positioned to produce the 
     long-run returns Wasatch expects.
     
     The current environment tends to favor large, expensive, liquid stocks. We 
     say a stock is liquid when it is relatively easy to find a buyer or seller 
     for the company's shares. This summer's corrections have been harder on 
     small company stocks which tend to be less liquid than large cap stocks. 
     Many investors have chosen to put their money in more visible large 
     capitalization names like Coca-Cola, Gillette and Microsoft. These 
     companies have the ability to provide investors with more predictable 
     earnings growth but tend to grow much slower than typical micro-cap 
     companies. With stock prices ranging from 25 to 50 times earnings, Wasatch
     analysts believe the valuation levels of these large-cap companies are 
     clearly not sustainable. We base our assumption on historical data which 
     indicates that over the long run stock prices tend to follow a company's 
     earnings growth.
     
     A few of the Fund's holdings have been slow to rebound from earlier price
     declines. Companies experiencing price drops this quarter were: National
     Dentex Corp. (NADX), dental laboratories; Sunstone Hotel Investors, Inc.
     (SSI), hotel real estate investment trust; BMC West Corp. (BMCW), building
     materials retailer; Thompson PBE,Inc. (THOM), distributor of paints and
     supplies to the auto repair industry; Varsity Spirit Corp. (VARS), producer
     of cheerleading camps and accessories; and Ambassadors International, Inc.
     (AMIE), operator of international educational travel programs. The 
     long-term business outlooks of these companies appear to be intact. Wasatch
     analysts are optimistic that stock prices will rebound.
     
     One company that rebounded strongly in the third quarter was the Fund's
     largest holding, Micrel, Inc. (MCRL), a maker of analog semiconductors for
     cellular telephones and laptop computers. Other top performers were: 
     Central Financial Acceptance Corp. (CFAC), a specialty consumer lender; K &
     G Men's Center, Inc. (MENS), a men's discount clothing retailer; and 
     F.Y.I., Inc.(FYII), a document management service provider.
     
     As valuations on several companies soared, we were happy to sell them and 
     lock in price gains. We profitably sold Diamond Home Services, Inc. (DHMS),
     Keystone Automotive Industries, Inc. (KEYS) and Datastream Systems, Inc.
     (DSTM).
     
     Finding reasonably priced companies was less of a concern for the Micro-Cap
     Fund than any of the other Wasatch Funds. The Fund has an advantage because
     it invests in the smallest companies. Many are underfollowed by Wall Street
     analysts. The Wasatch research team can still find excellent opportunities 
     to purchase attractively priced stock in companies that have excellent top
     management, strongly focused business plans and outstanding growth 
     prospects.

     OUTLOOK
     Wasatch analysts enjoy the excitement of trying to discover micro-cap
     companies that have the potential to become the market leaders of tomorrow.
     Many of these excellent, relatively tiny companies get overlooked by other
     investors. Since micro-cap companies have a hard time making a dent in the
     performance of large mutual funds, managers usually think they aren't worth
     the trouble to research.
     
     Wasatch believes that having a Fund composed entirely of micro-cap names 
     can fill a unique niche in your long-term investment plan. That is why we 
     spend the time and effort trying to unearth potential micro-cap gems. Our 
     hands-on approach to investing is well suited to separating the diamonds 
     from the rocks. To remain focused on the smallest companies and to ensure 
     that they have impact on performance, we intend to close the Fund to new 
     investors when it reaches $100 million in assets. With assets currently at
     $94 million, the doors will only stay open a little while longer.
     
     Going into the fourth quarter, analysts have freshened up the Micro-Cap 
     Fund's portfolio by adding exciting new names. We look forward to the 
     potential contributions of Molecular Devices Corp. (MDCC), a leading 
     developer and manufacturer of bioanalytical measurement systems used in 
     life science research, and REMEC, Inc. (REMC), a manufacturer of microwave
     multi-function modules. REMEC's products are in great demand in the 
     wireless telecommunications market.
     
     The Wasatch team continues to find excellent companies with a market cap of
     around $150 million. Many stocks of companies within micro-cap range are
     attractively priced when compared to overall market valuations. We 
     appreciate your investments in the Wasatch Micro-Cap Fund. We strongly 
     believe the Fund's current holdings have the potential to contribute to the
     health and success of your long-term investment plan.

     AVERAGE ANNUAL TOTAL RETURN
                                           1 YEAR   5 YEARS  SINCE COMMENCEMENT
     --------------------------------------------------------------------------
                                      
     WASATCH MICRO-CAP FUND                  15.8%      N/A            42.4%
     ---------------------------------------------------------------------------


                                      6/19/95        9/30/95        9/30/96
                                      -------        -------        -------
     Wasatch Micro-Cap Fund           $10,000        $13,600        $15,750
     Russell 2000 Index               $10,000        $11,042        $12,353


     This chart assumes an initial gross investment of $10,000 made on 6/19/95
     (commencement). Returns shown include the reinvestment of all dividends. 
     Past performance is not predictive of future performance. Investment return
     and principal value will fluctuate, so that your shares, when redeemed, may
     be worth more or less than the original cost.
     
      The Russell 2000 Index is an unmanaged total return index of the smallest
      2,000 companies in the Russell 3000 Index, as ranked by total market
      capitalization. The Russell 2000 is widely regarded in the industry to
      accurately capture the universe of small-cap stocks.

     WASATCH MICRO-CAP FUND
     FIVE LARGEST STOCK HOLDINGS-As of September 30, 1996
     
     COMPANY                                   INDUSTRY          % OF NET ASSETS
     ---------------------------------------------------------------------------
     Micrel, Inc.                              Semiconductors          5.2%
     Sunstone Hotel Investors, Inc. REIT       Real Estate             4.7%
     National Dentex Corp.                     Business Services       4.4%
     Physician Support Systems, Inc.           Health Care Services    4.1%
     Central Financial Acceptance Corp.        Financial Services      3.9%


     WASATCH GROWTH FUND

     REVIEW OF THE QUARTER AND YEAR
     Looking back over the year, the Growth Fund's conservative investment style
     is holding up well in what continues to be a powerful bull market. Although
     the Fund's year-to-date performance trails the Lipper Growth Fund Index by 
     about 3 percent, it is worth noting that the Growth Fund beat the Lipper 
     Index by 9 percent last year. A positive indication that the Fund continues
     to produce the consistent returns we expect is its compound annual return 
     which was just over 13 percent at the end of fiscal 1996, almost the same 
     as it was a year ago.
     
     The Fund's investment strategy has not changed significantly over the past
     year. We don't expect many changes in the future. The Fund seeks to invest 
     in small- to mid-sized companies that have the potential to grow 
     consistently and yet still achieve a minimum annual earnings growth target 
     of 15 percent. Companies that are well suited to the Fund's objectives can 
     be found in industries that take advantage of long-term demographic 
     trends. In keeping with the Fund's investment strategy of seeking to 
     capture earnings growth over the long run, the research team is finding 
     exciting companies in telecommunications, health care and contract 
     manufacturing. We believe these industries can benefit from favorable 
     demographics. For example, the aging of the United States population is a 
     demographic trend that can have significant impact on the health care 
     industry well into the next century. Investment opportunities can be found 
     in areas as diverse as herb and vitamin products, extended care facilities 
     and funeral homes.
     
     While the Growth Fund focuses on capturing favorable long-run returns, this
     leg of the current bull market seems to be rewarding investors who focus on
     capturing short-term gains in stock prices. Gains can be driven by positive
     news about a company's rising short-run estimates. In contrast to the 
     Growth Fund's investment philosophy, this investment style, commonly 
     referred to as "momentum investing" is not as concerned with valuation 
     levels or understanding a company's fundamental business plan. We believe 
     that while momentum investors may get good short-term results, Wasatch's 
     focus on consistently applying the Fund's time-tested strategy in all types
     of market and economic conditions is the best way to help shareholders 
     achieve their long-term financial objectives.
     
     For the Growth Fund's portfolio, the Wasatch research team targets stable,
     well-run companies that can benefit by increasing demand for products and
     services. Excellent fundamentals can give these companies a competitive
     advantage that may allow them to grow faster than the typical large-cap
     company. Companies held by the Fund are also capable of generating 
     consistent earnings growth over a longer time period than typical "momentum
     investments." Also important to the Fund's investment discipline is the 
     commitment to pay reasonable prices for stocks. It is comforting to know 
     that the Fund's average P/E ratio is only 20 when many momentum stocks have
     prices of 50 to 100 times earnings.
     
     Because we invest for the long run, the Growth Fund has historically had 
     low portfolio turnover. The turnover of the Fund continues to be low this 
     year, particularly when compared with the turnover rates of other growth 
     funds. However, we did sell two stocks in the third quarter, Heilig-Meyers 
     Co. (HMY) and Kent Electronics Corp. (KNT), due to fundamental changes that
     are likely to affect their ability to continue meeting our earnings growth 
     targets. 
     
     In addition, we sold a number of stocks because their P/E ratios 
     had gotten out of range. High valuations allowed the Fund to capture nice 
     profits by selling Equity Corp. International (ECII), Doubletree Corp. 
     (TREE) and Seattle Filmworks, Inc. (FOTO).
     
     Wasatch analysts added only one company to the Fund during the quarter.
     Telephone and Data Systems, Inc. (TDS) is a conglomerate of telecom
     businesses. The company provides local telephone services to rural and
     suburban markets in 29 states and offers radio paging and cellular 
     telephone services in metropolitan areas. We believe that TDS is a superb 
     investment in telecommunications, one of the fastest growing industries in 
     the world. The company has many opportunities and we expect demand for its 
     products and services to increase as the industry grows.
     
     Strong performers for the third quarter were American Business Information,
     Inc. (ABII), Expeditors International of Washington, Inc. (EXPD), Green 
     Tree Financial Corp. (GNT), Sanmina Corp. (SANM) and Washington Federal, 
     Inc. (WFSL). Long-time favorite, Loewen Group, Inc. (LWN), rebounded 
     strongly on news of a takeover bid by rival funeral home operator Service 
     Corp.
     
     The Fund endured disappointing stock price performance from BMC West Corp.
     (BMCW), Express Scripts, Inc. (ESRX), Friedman's, Inc. (FRDM) and Nature's
     Sunshine Products, Inc. (NATR). We are holding these companies because we
     believe drops in the stock prices were due to news about events that should
     not affect their long-term business outlooks.
     

     OUTLOOK
     We believe the excellent quality of companies held in the Fund, combined
     with attractive valuations, can result in superior long-run returns. We are
     enthusiastic about the Fund's opportunities today and in the future. Our
     time-tested philosophy of investing in high-quality companies and paying
     reasonable prices for stocks is a sound investment strategy that can help
     shareholders achieve their long-term financial goals.
     
     In hopes of providing you with a better yardstick for measuring the Growth
     Fund's performance we are adding a new benchmark. The current benchmarks 
     are the S&P 500 Composite and the Nasdaq Composite Index. The new index 
     will be the Lipper Growth Fund Index which ranks performance of funds with 
     similar objectives to the Wasatch Growth Fund. While the Nasdaq was once 
     appropriate, it is now largely composed of high technology companies. Given
     that the Growth Fund normally does not invest in classic technology stocks,
     we feel the Nasdaq has lost much of its relevance as a benchmark for the 
     Fund. To comply with SEC regulations, the Fund will have three benchmarks 
     this year but Wasatch plans to drop the Nasdaq next year.

     AVERAGE ANNUAL TOTAL RETURN
     
                                            1 YEAR  5 YEARS   SINCE COMMENCEMENT
     ---------------------------------------------------------------------------
     WASATCH GROWTH FUND                     12.4%     14.2%           13.2%
     ---------------------------------------------------------------------------

<TABLE>
<CAPTION>
                       12/6/86   9/30/87   9/30/88   9/30/89   9/30/90   9/30/91   9/30/92   9/30/93   9/30/94   9/30/95   9/30/96
                       -------   -------   -------   -------   -------   -------   -------   -------   -------   -------   -------
<S>                    <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>

WASATCH GROWTH FUND    $10,000   $11,470    $9,934   $12,080   $11,498   $17,466   $16,836   $20,804   $21,584   $30,167   $33,903
S&P 500 Composite      $10,000   $13,238   $11,602   $15,431   $14,005   $18,369   $20,399   $23,051   $23,901   $31,010   $37,315
Nasdaq Composite
  Index                $10,000   $12,356   $10,783   $13,152    $9,581   $14,653   $16,221   $21,214   $21,259   $29,022   $34,122
Lipper Growth Funds
  Index                $10,000   $12,744   $11,375   $14,855   $12,787   $17,452   $18,793   $22,386   $22,786   $29,178   $33,178
</TABLE>



     This chart assumes an initial gross investment of $10,000 made on 12/6/86
     (commencement). Returns shown include the reinvestment of all dividends. 
     Past performance is not predictive of future performance. Investment return
     and principal value will fluctuate, so that your shares, when redeemed, may
     be worth more or less than the original cost.
      
      The S&P 500 Composite is an unmanaged but commonly used measure of common
      stock total return performance.
      
      The Nasdaq Composite Index is an unmanaged market capitalization price 
      only index that tracks the performance of domestic common stocks traded on
      the regular Nasdaq market as well as National Market System-traded foreign
      common stocks and ADRs.
      
      The Lipper Growth Funds Index includes the largest 30 funds which, by
      prospectus or portfolio practice, normally invest in companies whose long-
      term earnings are expected to grow significantly faster than the earnings
      of the stocks represented in the major unmanaged stock indices.
     
     WASATCH GROWTH FUND
     FIVE LARGEST STOCK HOLDINGS-As of September 30, 1996
     
     COMPANY                                  INDUSTRY           % OF NET ASSETS
     ---------------------------------------------------------------------------
     National Health Investors, Inc. REIT     Real Estate              7.7%
     American Business Information, Inc.      Business Products        6.0%
     Franklin Quest Co.                       Personal Products        5.7%
     Green Tree Financial Corp.               Financial Services       5.2%
     General Nutrition Cos., Inc.             Health Care Products     5.1%



     WASATCH MID-CAP FUND

     REVIEW OF THE QUARTER AND YEAR
     After being a front-runner last year, the Wasatch Mid-Cap Fund lagged most 
     of 1996, along with other mutual funds that have significant technology 
     holdings. The Fund came back strongly late in the third quarter as many 
     technology stocks started to recover. The Mid-Cap Fund is the most 
     aggressive of all the Wasatch Funds. Its strategy is to take large 
     positions in sectors and individual securities that have the best potential
     for rapid growth. The Fund targets companies growing at 25 percent or more 
     annually. Two sectors that consistently provide excellent opportunities for
     finding companies that can meet our targeted growth rates are technology 
     and health care. Technology holdings account for almost half of the Fund's 
     portfolio. Health care makes up another 13 percent. This lack of 
     diversification paid off handsomely in 1995. Last year when the technology 
     and health care sectors were booming, the Fund returned 59 percent.

     This year many companies within those same sectors experienced difficulty
     maintaining previous levels of growth. To explain how a sector can do so 
     well one year and be down the next, it may help to look at the mentality of
     many investors. Last year was a great year for investments in technology. 
     Companies grew at unprecedented rates. Many investors hoping to cash in on
     the phenomenal earnings growth rates of technology companies pumped money 
     into the stocks. Then when some companies fell short of expectations, a lot
     of investors were quick to pull their money out. Stock prices tended to 
     decline across the board even though many companies did not have problems 
     or were not related to the ones that experienced difficulty.
     
     Two Mid-Cap Fund holdings illustrate how similar companies can be affected
     when one company has trouble. Kent Electronics Corp. (KNT) and Sanmina 
     Corp. (SANM) are manufacturers of electronic components. Kent makes 
     electronic components for customers in a variety of industries. Sanmina 
     manufactures electronic components for customers primarily in the data and
     telecommunications industries. Earlier in the year, weakness in the
     semiconductor industry caused several of Kent's large customers to delay
     manufacturing orders. Kent guided analysts to lower earnings estimates and
     the stock price declined substantially. In keeping with our discipline of 
     selling companies that lose momentum, we sold Kent in the Mid-Cap Fund. 
     Investors feared that Sanmina could have similar problems so its stock 
     price declined too. Since Sanmina sells to a different customer base, its 
     earnings were not affected by the semiconductor slowdown. Sanmina's stock 
     price has since rebounded and helped contribute to the Fund's burst of 
     performance in September.
     
     Other companies that contributed to the Fund's strong comeback in September
     were: Aspen Technologies, Inc. (AZPN), ETEC Systems, Inc. (ETEC), Green 
     Tree Financial Corp. (GNT) and Synopsys, Inc. (SNPS).
     
     Wasatch's decision in the second quarter to increase positions in
     semiconductor companies that make highly specialized chips paid off during 
     the third quarter. Stock prices have been weak throughout the semiconductor
     industry this year due to excess inventory and competitive pricing. This
     environment created opportunities to invest in some high-quality 
     semiconductor names that could rebound quickly from industry problems. Two 
     proprietary chipmakers held by the Fund ranked among the third quarter's 
     top performers. The companies were: Microchip Technology, Inc. (MCHP), 
     maker of programmable 8-bit microcontrollers and other specialty memory 
     products; and Micrel, Inc. (MCRL), maker of analog semiconductors for 
     cellular telephones and laptop computers.
     
     Strength in technology was somewhat offset by poor performance in health 
     care. The Fund's largest holding, Express Scripts, Inc. (ESRX), is a 
     pharmacy benefits manager for health care organizations. Recent news about 
     Express Scripts caused its stock to drop which adversely affected this 
     quarter's performance. FHP, the company's largest customer, announced that 
     they intend to be acquired by Pacificare. Investors logically fear that FHP
     won't renew its contract with Express Scripts since Pacificare has an 
     internal pharmacy benefits manager. Wasatch analysts don't believe that the
     loss of FHP will be a major setback for Express Scripts. The company is 
     pursuing other contracts and has new products that should help make up for 
     any lost business. We are holding our position in Express Scripts. Wasatch 
     believes this is an unusual event that doesn't reflect negatively on the 
     company's operations or long-term growth potential.

     OUTLOOK
     The Mid-Cap Fund will continue to have high turnover of companies in the
     portfolio, although we don't expect the turnover rate to always be as high 
     as it was in the third quarter. Our discipline dictates that we seek to 
     replace companies fairly quickly if they fail to meet our expectations. The
     research team's goal is to keep the portfolio filled with companies growing
     25 percent or more annually. Right now the Fund is in excellent shape. We 
     are excited by the growth possibilities of recently added companies. The 
     outlook is improving and stock prices on many previously depressed 
     technology holdings have been moving up again.
     
     We will continue to invest heavily in those sectors, like technology and
     health care, where we have the most stockpicking expertise and expect to 
     find the highest growth rates. Attempting to capture growth rates that 
     exceed 25 percent is an aggressive goal and can contribute to the Mid-Cap 
     Fund's volatility. We believe the rewards of this strategy can be higher 
     average returns over the long run. It has been our experience that time 
     flattens the effects of volatility. That is why it's important to stay 
     invested and remain focused on your goals.
     
     The Mid-Cap Fund's investment discipline is unchanged. Adhering 
     consistently to the Fund's strategy of finding and investing in rapidly 
     growing companies through all types of market and economic environments 
     helps position the Fund to get excellent returns for shareholders over the
     long run. The Mid-Cap Fund's goal is to be a successful and important part 
     of your long-term investment plan.

     AVERAGE ANNUAL TOTAL RETURN
     
                                            1 YEAR   5 YEARS  SINCE COMMENCEMENT
     ---------------------------------------------------------------------------
     WASATCH MID-CAP FUND                    -2.5%      N/A            15.6%
     ---------------------------------------------------------------------------


                           8/16/92 9/30/92   9/30/93   9/30/94  9/30/95  9/30/96
                           ------- -------   -------   -------  -------  -------

     Wasatch Mid-Cap Fund  $10,000  $9,930   $10,511   $11,021  $18,653  $18,179
     S&P 500 Composite     $10,000  $9,910   $11,199   $11,612  $15,066  $18,129
     S&P MidCap 400 Index  $10,000 $10,000   $12,404   $12,603  $15,850  $18,069


         
     This chart assumes an initial gross investment of $10,000 made on 8/16/92
     (commencement). Returns shown include the reinvestment of all dividends. 
     Past performance is not predictive of future performance. Investment return
     and principal value will fluctuate, so that your shares, when redeemed, may
     be worth more or less than the original cost.

      The S&P 500 Composite is an unmanaged but commonly used measure of common
      stock total return performance.
      
      The S&P MidCap 400 Index is an unmanaged capitalization weighted total
      return index that measures the performance of the mid-range sector of the
      U.S. stock market where the median market capitalization is approximately 
      $700 million.
     
     WASATCH MID-CAP FUND
     FIVE LARGEST STOCK HOLDINGS-As of September 30, 1996
     
     COMPANY                               INDUSTRY              % OF NET ASSETS
     ---------------------------------------------------------------------------
     Express Scripts, Inc., Class A        Health Care Services        7.2%
     Microchip Technology, Inc.            Semiconductors              6.2%
     Micrel, Inc.                          Semiconductors              5.8%
     Green Tree Financial Corp.            Financial Services          5.4%
     Sanmina Corp.                         Business Services           5.4%


     WASATCH-HOISINGTON U.S. TREASURY FUND
     (FORMERLY WASATCH INCOME FUND)

     REVIEW OF THE QUARTER AND YEAR
     Fiscal 1996 has been a year of change for the Wasatch Income Fund. In the
     second quarter, shareholders and the Board of Directors approved changes in
     the Fund's investment objectives and management. The Fund then became the
     "Wasatch-Hoisington U.S. Treasury Fund" ("U.S. Treasury Fund").
     
     Hoisington Investment Management Company took over making the day-to-day
     investment decisions for the Fund in June. Hoisington focuses on investing 
     in U.S. Treasury securities for the Fund's portfolio. Since the changes 
     were adopted, the Fund's investment strategy has been to attempt to get 
     returns for shareholders that are better than the rate of inflation. The 
     key to accomplishing this goal, Hoisington believes, is the maturity of 
     securities held in the Fund. When the economy is stable or when news about 
     the economy is bearish, the Fund will usually be invested in securities of 
     maximum duration. When inflation and rising interest rates point to 
     excessive economic strength, the Fund may go to very short maturities.
                                                                       
     It is our belief that the Fund's current strategy will make it a better
     vehicle for shareholders desiring capital appreciation and income from 
     their fixed income investments. If you have questions or would like to 
     receive more information, please call Wasatch Funds at 1-800-551-1700.
     
     Unlike the Wasatch equity funds, investment decisions for the U.S. Treasury
     Fund are based on analysis of the U.S. economy. In the third quarter, 
     evidence of slower economic growth supported the manager's decision to stay
     invested in long-term U.S. Treasury securities. Long-term Treasury bond 
     yields fluctuated in a wide range in the third quarter, reaching as high as
     7.25 percent and as low as 6.7 percent. However, yields were essentially 
     unchanged at 6.9 percent at the end of September, similar to the June 30 
     levels. The reasons for the fluctuation were the varying views of investors
     on the strength of the U.S. economy and uncertainty about whether or not 
     Federal Reserve Board authorities would raise interest rates.
     
     The U.S. Treasury Fund was up slightly at 0.8 percent in the quarter. The
     Fund's benchmark, the Lehman Brothers Government/Corporate Bond Index 
     ended the quarter up 1.8 percent.

     OUTLOOK
     During their early October meeting, Federal Reserve Board authorities 
     decided that the forward-looking indicators for the U.S. economy were 
     quickly decelerating, and that slower growth was evident in the third 
     quarter. Further, despite some worries of rising wage pressures, inflation 
     indicators were quite stable. As a consequence, the Federal Reserve decided
     to hold rates steady. It is apparent that the economy's growth slowed to 
     the 2 percent range in the third quarter, versus the 4.8 percent annualized
     growth rate in the second quarter. It is expected that this rapidly 
     decelerating trend in growth will continue into the fourth quarter of the 
     year, and that the economy will register less than 1 percent expansion in 
     the fourth quarter. If this trend continues, long- and short-term interest 
     rates are likely to decline noticeably over the remainder of 1996 and 1997.
     
     With indicators pointing to continued economic stability, the Fund's 
     manager feels comfortable with the decision to stay invested in long-term 
     U.S. Treasury securities.

     AVERAGE ANNUAL TOTAL RETURN
     
                                          1 YEAR    5 YEARS   SINCE COMMENCEMENT
     ---------------------------------------------------------------------------
     WASATCH-HOISINGTON
       U.S. TREASURY FUND                    4.4%      5.7%            7.8%
<TABLE>

<CAPTION>


                        12/6/86    9/30/87   9/30/88   9/30/89   9/30/90   9/30/91   9/30/92  9/30/93   9/30/94  9/30/95  9/30/96
                        -------   -------   -------   -------   -------   -------   -------   -------   -------   -------   -------
<S>                     <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
WASATCH-HOISINGTON U.S.
 TREASURY FUND           $10,000    $10,190   $11,295   $12,707   $13,325   $15,823   $17,158  $17,810   $18,078  $19,970  $20,852
Lehman Bros. Gov't./Corp.
  Bond Index             $10,000     $9,700   $10,938   $12,177   $12,999   $15,061   $17,053  $18,994   $18,207  $20,819  #21,758
</TABLE>



     This chart assumes an initial gross investment of $10,000 made on 12/6/86
     (commencement). Returns shown include the reinvestment of all dividends. 
     Past performance is not predictive of future performance. Investment return
     and principal value will fluctuate, so that your shares, when redeemed, may
     be worth more or less than the original cost.

      The Lehman Brothers Government/Corporate Bond Index is an unmanaged market
      value weighted index measuring both principal price changes of, and income
      provided by, the underlying universe of securities that comprise the
      Index. Securities included in the Index must meet the following criteria:
      fixed as opposed to variable rate; not less than one year to maturity;
      minimum outstanding principal value of $50 million; and minimum quality
      rating of BBB by Standard & Poor's or Baa by Moody's.

     WRAPPING UP
     Wasatch Funds' investment strategy is unchanged. We continue to follow our
     chosen investment course because we believe it is well-grounded in sound
     investment principles and hands-on analysis. This tried and true method was
     designed with the best interests of our shareholders at heart.
     
     At Wasatch, we know we have little control over the market or the economy. 
     We concentrate instead on doing what we do best-finding and investing in
     "America's Best Growth Companies." We also try to pay reasonable prices for
     the stocks we buy. Our "growth-at-a-price" philosophy has helped the Funds 
     to do well in the past. We believe it also holds a key to getting favorable
     long-run returns in the future.
     
     Investing is an ongoing learning experience. The Wasatch research team
     continually refines the stockpicking process, looking for better ways to
     evaluate companies and minimize mistakes. An important part of the process 
     is to remain focused on the big picture. In stock investing, we believe the
     companies that underlie the equities are the biggest part of the big 
     picture. We remind ourselves that by investing in securities we are really 
     buying a piece of a company. Therefore, we try to gain a thorough 
     understanding of the factors affecting each company.
     
     We take the stewardship of our shareholders' assets very seriously. We
     appreciate the confidence and trust you have shown by investing your assets
     in Wasatch Funds. While we can't promise that returns will be up every 
     quarter, we can promise that we will do our best to try to get returns over
     the long run that will help you achieve your investment objectives.
     
     We welcome the opportunity to talk to you. If you have questions or 
     comments, please call us at 1-800-551-1700. Once again, thank you for 
     investing in Wasatch Funds.
     
     Sincerely,

     /s/Samuel S. Stewart, Jr.
     -------------------------


     Samuel S. Stewart, Jr.
     Chairman of the Board

     RESULTS OF THE SPECIAL SHAREHOLDER MEETING
     A special meeting of the shareholders of the Wasatch Income Fund (the 
     "Fund") was held on June 21, 1996.
     
     The matters voted on by the shareholders of record as of May 15, 1996 and 
     the results of the shareholders' vote at the June 21, 1996 meeting were as
     follows:
     
     A.   Approval of an amendment to the Advisory and Service Contract between 
     the Fund and Wasatch Advisors, Inc. (the "Adviser") authorizing the Adviser
     to retain a sub-adviser or sub-advisers to assist the Adviser in furnishing
     investment advice to the Fund.
     
                    For              Against                Abstain
                 --------           ---------              ---------
                 324,064               933                  20,732

     B.   Approval of a sub-advisory agreement between the Adviser and 
     Hoisington Investment Management Company ("Hoisington") pursuant to which 
     Hoisington would direct the investment of the Fund's assets and be 
     responsible for the formulation and implementation of a continuing program
     for the management of the Fund's assets.
     
                    For              Against                Abstain
                 --------           ---------             ----------
                 323,380              1,617                 20,732
     
     C.   Approval of a modification to the investment objectives of the Fund.
     
                    For              Against                Abstain
                 --------           ---------             ----------
                 324,064               933                  20,732

     D.   Approval of an amendment to the Fund's fundamental investment
     restrictions to allow it to lend portfolio securities.
     
                    For              Against                Abstain
                 --------           ---------             ----------
                 311,844             12,252                 21,634



     AGGRESSIVE EQUITY FUND SCHEDULE OF INVESTMENTS
     SEPTEMBER 30, 1996
       
       NUMBER
     OF SHARES                                                          VALUE
     ------------------------------------------------------------------------
     
                     COMMON STOCKS 94.5%
                     BUSINESS PRODUCTS 7.4%
        361,950      American Business Information, Inc.<F4>     $  6,515,100
        401,512      BMC West Corp.<F4>                             5,570,979
        660,950      Thompson PBE, Inc.<F4>                         6,609,500
                                                                -------------
                                                                   18,695,579
                                                                -------------
                     BUSINESS SERVICES 7.3%
        125,950      Altron, Inc.<F4>                               1,700,325
        181,625      Barrett Business Services, Inc.<F4>            2,906,000
        136,000      F.Y.I., Inc.<F4>                               2,720,000
        228,000      National Dentex Corp.<F4>                      4,360,500
         90,000      Rental Service Corp.                           1,946,250
        118,700      Sanmina Corp.<F4>                              4,777,675
                                                                -------------
                                                                   18,410,750
                                                                -------------

                     COMMUNICATION PRODUCTS 0.7%
         66,500      Hummingbird Communications Ltd.<F4>            1,911,875
                                                                -------------

                     COMMUNICATION SERVICES 1.0%
        118,600      Data Transmission Network Corp.<F4>            2,490,600
                                                                -------------

                     COMPUTER SOFTWARE 7.7%
         62,200      Aspen Technologies, Inc.<F4>                   4,214,050
        124,300      Learning Co., Inc.<F4>                         2,408,313
        177,000      Mercury Interactive Corp.<F4>                  2,455,875
        269,900      Phoenix Technologies Ltd.<F4>                  4,655,775
         75,950      Synopsys, Inc.<F4>                             3,503,194
        130,500      Tecnomatix Technologies Ltd.<F4>               2,267,437
                                                                -------------
                                                                   19,504,644
                                                                -------------


                     COMPUTER SYSTEMS & COMPONENTS 2.6%
        260,900      Active Voice Corp.<F4>                         2,869,900
         75,600      C.P. Clare Corp.                                 704,025
         70,950      Digitran Systems, Inc.<F4>                             1
         40,000      Drexler Technology Corp.<F4><F5>                 463,250
         75,000      Eltron International, Inc.<F4>                 2,428,125
                                                                -------------
                                                                    6,465,301
                                                                -------------

     AGGRESSIVE EQUITY FUND SCHEDULE OF INVESTMENTS
     SEPTEMBER 30, 1996
     
     NUMBER
     OF SHARES                                                          VALUE
     ------------------------------------------------------------------------

                    FINANCIAL SERVICES 0.9%
         98,800     Central Financial Acceptance Corp.<F4>       $  1,908,075
         75,286     World Acceptance Corp.<F4>                        442,305
                                                                -------------
                                                                    2,350,380
                                                                -------------

                    HEALTH CARE PRODUCTS 7.0%
        166,650     Bio-Plexus, Inc.<F4>                            1,291,537
        267,900     Epitope, Inc.<F4>                               3,717,112
         93,500     Mentor Corp.                                    2,571,250
        173,000     Molecular Devices Corp.<F4>                     1,816,500
        279,806     Nature's Sunshine Products, Inc.                4,896,605
        147,600     Techne Corp.<F4>                                3,450,150
                                                                -------------
                                                                   17,743,154
                                                                -------------

                    HEALTH CARE SERVICES 9.2%
        167,325     Corvel Corp.<F4>                                5,082,497
        199,050     Express Scripts, Inc., Class A<F4>              7,215,562
        130,150     HealthCor Holdings, Inc.<F4>                    1,578,069
        259,200     Home Health Corp. of America<F4>                3,110,400
        154,925     Phamis, Inc.<F4>                                2,594,994
        154,100     Physician Support Systems, Inc.<F4>             3,736,925
                                                                -------------
                                                                   23,318,447
                                                                -------------


                     PERSONAL PRODUCTS 3.6%
        318,700      Franklin Quest Co.<F4>                         5,975,625
        194,824      Varsity Spirit Corp.                           3,068,478
                                                                -------------
                                                                    9,044,103
                                                                -------------

                     PERSONAL SERVICES 2.9%
         83,600      Equity Corp. International<F4>                 2,654,300
        158,000      Fortress Group, Inc.<F4>                       1,303,500
        153,100      Seattle Filmworks, Inc.<F4>                    3,368,200
                                                                -------------
                                                                    7,326,000
                                                                -------------

                     REAL ESTATE 8.1%
        464,300      National Health Investors, Inc. REIT          15,496,012
        116,025      Oasis Residential, Inc. REIT                   2,538,047



     AGGRESSIVE EQUITY FUND SCHEDULE OF INVESTMENTS
     SEPTEMBER 30, 1996
     
       NUMBER
     OF SHARES                                                          VALUE
     ------------------------------------------------------------------------
     

                     REAL ESTATE 8.1% (CONT'D.)
        256,350      Sunstone Hotel Investors, Inc. REIT          $ 2,595,544
                                                                -------------
                                                                   20,629,603
                                                                -------------

                     RETAIL 12.8%
         76,850      Buckle, Inc. (The)<F4>                         2,439,987
         67,150      Doubletree Corp.<F4>                           2,677,606
        115,500      Fine Host Corp.<F4>                            1,848,000
        242,600      Friedman's, Inc.<F4>                           4,548,750
        340,500      General Nutrition Cos., Inc.<F4>               5,980,031
         35,300      K & G Men's Center, Inc.<F4>                     891,325
        221,150      O'Reilly Automotive, Inc.<F4>                  7,629,675
        124,000      Marks Bros. Jewelers, Inc.<F4>                 3,348,000
         62,350      St. John Knits, Inc.                           3,125,294
                                                                -------------
                                                                   32,488,668
                                                                -------------
                     SEMICONDUCTORS 7.9%
        132,900      Lattice Semiconductor Corp.<F4>                3,837,487
        328,000      Micrel, Inc.<F4>                               7,790,000
        153,200      Microchip Technology, Inc.<F4>                 5,725,850
         87,600      Photronics, Inc.<F4>                           2,715,600
                                                                -------------
                                                                   20,068,937
                                                                -------------
                     TELECOMMUNICATIONS 8.8%
        188,190      Century Telephone Enterprises                  6,469,014
        275,150      Intercel, Inc.<F4>                             5,778,150
        173,000      REMEC, Inc.<F4>                                2,443,625
        250,490      United States Cellular Corp.<F4>               7,577,323
                                                                -------------
                                                                   22,268,112
                                                                -------------

                     TRANSPORTATION 2.4%
        170,950      Expeditors International of Washington, Inc.    6,025,988
                                                                -------------
                     OTHER 4.2%
         62,300      Cinar Films, Inc., Class B Sub VTG<F4>         1,623,694
        225,600      OEA, Inc.                                      8,967,600
                                                                -------------
                                                                   10,591,294
                                                                -------------


     AGGRESSIVE EQUITY FUND SCHEDULE OF INVESTMENTS
     SEPTEMBER 30, 1996
     
       NUMBER
     OF SHARES                                                          VALUE
     ------------------------------------------------------------------------
     
                     Total Common Stocks
                     (cost $196,099,901)                         $239,333,435
                                                                -------------



                     CONVERTIBLE BONDS 1.4%
      1,433,000      National HealthCare L.P., 6.00%, 7/1/00        3,586,082
                                                                -------------
                     Total Convertible Bonds
                     (cost $2,751,360)                              3,586,082
                                                                -------------
                     PREFERRED STOCK 0.0%
         12,500      Digitran Systems, Inc.                                 1
                                                                -------------

                     Total Preferred Stock
                     (cost $95,729)                                         1
                                                                -------------



      PRINCIPAL
       AMOUNT
     ----------
                     SHORT-TERM INVESTMENTS 4.0%
                     (Variable Rate)
     
     $10,138,011     UMB Bank Money Market Fiduciary               10,138,011
                                                                -------------

                     Total Short-Term Investments
                     (cost $10,138,011)                            10,138,011
                                                                -------------

                     Total Investments 99.9%
                     (cost $209,085,001)                          253,057,529
                     
                     Cash and Other Assets,
                     less Liabilities 0.1%                            261,458
                                                                -------------

                     NET ASSETS 100.0%                           $253,318,987
                                                                =============
                     <F4> Non-income producing
                     <F5> Restricted security - See Note 7
                     See notes to financial statements.





     MICRO-CAP FUND SCHEDULE OF INVESTMENTS
     SEPTEMBER 30, 1996
       
       NUMBER
     OF SHARES                                                          VALUE
     --------------------------------------------------------------------------
                     COMMON STOCKS 90.4%
     
                     BUSINESS PRODUCTS 7.8%
        265,374      BMC West Corp.<F6>                            $3,682,064
        367,200      Thompson PBE, Inc.<F6>                         3,672,000
                                                                -------------
                                                                    7,354,064
                                                                -------------

                     BUSINESS SERVICES 9.9%
         37,875      Barrett Business Services, Inc.<F6>              606,000
         93,000      Electrostar, Inc.<F6>                          1,092,750
        172,000      F.Y.I., Inc.<F6>                               3,440,000
        216,950      National Dentex Corp.<F6>                      4,149,169
                                                                -------------
                                                                    9,287,919
                                                                -------------

                     COMMUNICATION SERVICES 2.0%
         86,400      Data Transmission Network Corp.<F6>            1,814,400
                                                                -------------
                                                                
                     COMPUTER SOFTWARE 6.1%
        131,000      Phoenix Technologies Ltd.<F6>                  2,259,750
        185,500      Restrac, Inc.<F6>                              3,478,125
                                                                -------------
                                                                    5,737,875
                                                                -------------

                     COMPUTER SYSTEMS & COMPONENTS 1.9%
         56,850      Active Voice Corp.<F6>                           625,350
         30,000      C.P. Clare Corp.<F6>                             279,375
         75,200      Pinnacle Systems, Inc.<F6>                       921,200
                                                                -------------
                                                                    1,825,925
                                                                -------------

                     FINANCIAL SERVICES 6.7%
        192,000      Central Financial Acceptance Corp.<F6>         3,708,000
        102,000      Fortress Group, Inc.<F6>                         841,500
        102,500      Rockford Industries, Inc.<F6>                  1,768,125
                                                                -------------
                                                                    6,317,625
                                                                -------------

                     HEALTH CARE PRODUCTS 8.8%
         38,000      Anesta Corp.<F6>                                 536,750
         38,000      Bio-Plexus, Inc.<F6>                             294,500
        171,000      Epitope, Inc.<F6>                              2,372,625


     MICRO-CAP FUND SCHEDULE OF INVESTMENTS
     SEPTEMBER 30, 1996
     
      NUMBER
     OF SHARES                                                          VALUE
     ------------------------------------------------------------------------
     
                     HEALTH CARE PRODUCTS 8.8% (cont'd.)
        285,000      Molecular Devices Corp.<F6>                 $  2,992,500
         90,550      Techne Corp.<F6>                               2,116,606
                                                                -------------
                                                                    8,312,981
                                                                -------------

                     HEALTH CARE SERVICES 10.5%
         56,300      Corvel Corp.<F6>                               1,710,112
         43,000      HealthCor Holdings, Inc.<F6>                     521,375
        229,700      Home Health Corp. of America<F6>               2,756,400
         60,200      Phamis, Inc.<F6>                               1,008,350
        158,500      Physician Support Systems, Inc.<F6>            3,843,625
                                                                -------------
                                                                    9,839,862
                                                                -------------
                     PERSONAL PRODUCTS 5.7%
        346,000      Successories, Inc.<F6>                         1,989,500
        212,299      Varsity Spirit Corp.                           3,343,709
                                                                -------------
                                                                    5,333,209
                                                                -------------

                     PERSONAL SERVICES 5.6%
        293,200      Ambassadors International, Inc.<F6>            2,565,500
         28,200      Equity Corp. International<F6>                   895,350
         81,050      Seattle Filmworks, Inc.<F6>                    1,783,100
                                                                -------------
                                                                    5,243,950
                                                                -------------

                     REAL ESTATE 4.7%
        434,200      Sunstone Hotel Investors, Inc. REIT            4,396,275
                                                                -------------

                     RETAIL 11.6%
         36,300      Buckle, Inc. (The)<F6>                         1,152,525
         77,500      Fine Host Corp.<F6>                            1,240,000
         90,700      Friedman's, Inc.<F6>                           1,700,625
         89,635      Harold's Stores, Inc.<F6>                      1,277,299
        138,600      K & G Men's Center, Inc.<F6>                   3,499,650
         57,600      O'Reilly Automotive, Inc.<F6>                  1,987,200
                                                                -------------
                                                                   10,857,299
                                                                -------------

                     SEMICONDUCTORS 5.2%
        207,500      Micrel, Inc.<F6>                               4,928,125
                                                                -------------


     MICRO-CAP FUND SCHEDULE OF INVESTMENTS
     SEPTEMBER 30, 1996
       
       NUMBER
     OF SHARES                                                          VALUE
     ------------------------------------------------------------------------
     
                     TELECOMMUNICATIONS 3.1%
         98,918      REMEC, Inc.<F6>                             $  1,397,217
        148,000      Rural Cellular Corp., Class A<F6>              1,554,000
                                                                -------------
                                                                    2,951,217
                                                                -------------
                     TRANSPORTATION 0.8%
         85,500      USA Truck, Inc.<F6>                              758,813
                                                                -------------

                     Total Common Stocks
                     (cost $78,526,427)                            84,959,539
                                                                -------------





     PRINCIPAL
      AMOUNT
    ----------
                     SHORT-TERM INVESTMENTS 8.9%
                     (Variable Rate)
     $8,341,461      UMB Bank Money Market Fiduciary                8,341,461
                                                                -------------
                     Total Short-Term Investments
                     (cost $8,341,461)                              8,341,461
                                                                -------------
                     Total Investments 99.3%
                     (cost $86,867,888)                            93,301,000
                     
                     Cash and Other Assets,
                     less Liabilities 0.7%                            702,754
                                                                -------------
                     NET ASSETS 100.0%                            $94,003,754
                                                                =============
                     <F6>Non-income producing
                        See notes to financial statements.



     GROWTH FUND SCHEDULE OF INVESTMENTS
     SEPTEMBER 30, 1996

       NUMBER
     OF SHARES                                                          VALUE
     ------------------------------------------------------------------------
     
                     COMMON STOCKS 90.6%
                     
                     BUSINESS PRODUCTS 11.1%
        349,375      American Business Information, Inc.<F7>     $  6,288,750
        209,910      BMC West Corp.<F7>                             2,912,501
        240,000      Thompson PBE, Inc.<F7>                         2,400,000
                                                                -------------
                                                                   11,601,251
                                                                -------------

                     BUSINESS SERVICES 5.8%
        106,000      Altron, Inc.<F7>                               1,431,000
         21,500      Kent Electronics Corp.<F7>                       464,937
        126,700      National Dentex Corp.<F7>                      2,423,137
         42,900      Sanmina Corp.<F7>                              1,726,725
                                                                -------------
                                                                    6,045,799
                                                                -------------

                     COMPUTER SYSTEMS & COMPONENTS 0.0%
         18,100      Digitran Systems, Inc.<F7>                             1
                                                                -------------

                     FINANCIAL SERVICES 9.8%
          5,000      Franklin Savings Assn.<F7>                             1
        137,350      Green Tree Financial Corp.                     5,390,986
        190,189      Washington Federal, Inc.                       4,493,215
         60,000      World Acceptance Corp.<F7>                       352,500
                                                                -------------
                                                                   10,236,702
                                                                -------------

                     HEALTH CARE PRODUCTS 5.9%
         38,000      Medtronic, Inc.                                2,436,750
         34,500      Mentor Corp.                                     948,750
         51,020      Nature's Sunshine Products, Inc.                 892,850
         77,750      Techne Corp.<F7>                               1,817,406
                                                                -------------
                                                                    6,095,756
                                                                -------------
                                                                               
                     HEALTH CARE SERVICES 6.2%
         68,900      Corvel Corp.<F7>                               2,092,838
        119,600      Express Scripts, Inc., Class A<F7>             4,335,500
                                                                -------------
                                                                    6,428,338
                                                                -------------


     GROWTH FUND SCHEDULE OF INVESTMENTS
     SEPTEMBER 30, 1996
      
       NUMBER
     OF SHARES                                                          VALUE
     ------------------------------------------------------------------------
     
                     PERSONAL PRODUCTS 7.4%
        316,900      Franklin Quest Co.<F7>                      $  5,941,875
        110,200      Varsity Spirit Corp.                           1,735,650
                                                                -------------
                                                                    7,677,525
                                                                -------------
                     PERSONAL SERVICES 3.0%
         73,500      Loewen Group, Inc.                             3,077,812
              1      Seattle Filmworks, Inc.<F7>                           22
                                                                -------------
                                                                    3,077,834
                                                                -------------

                     REAL ESTATE 14.6%
        240,200      National Health Investors, Inc. REIT           8,016,675
        136,200      Oasis Residential, Inc. REIT                   2,979,375
        420,400      Sunstone Hotel Investors, Inc. REIT            4,256,550
                                                                -------------
                                                                   15,252,600
                                                                -------------
                     RETAIL 15.2%
         42,300      Buckle, Inc. (The)<F7>                         1,343,025
        101,600      Friedman's, Inc.<F7>                           1,905,000
        302,600      General Nutrition Cos., Inc.<F7>               5,314,413
         90,000      Marks Bros. Jewelers, Inc.<F7>                 2,430,000
        103,950      O'Reilly Automotive, Inc.<F7>                  3,586,275
         25,800      St. John Knits, Inc.                           1,293,225
                                                                -------------
                                                                   15,871,938
                                                                -------------



                     TELECOMMUNICATIONS 5.9%
         93,738      Century Telephone Enterprises                  3,222,227
         73,000      Telephone and Data Systems, Inc.               2,938,250
                                                                -------------
                                                                    6,160,477
                                                                -------------
             
                     TRANSPORTATION 2.4%
         71,800      Expeditors International of Washington, Inc.   2,530,950
                                                                -------------
                     OTHER 3.3%
         87,500      OEA, Inc.                                      3,478,125
                                                                -------------
                     Total Common Stocks
                     (cost $86,213,005)                            94,457,296
                                                                -------------
     
     
     GROWTH FUND SCHEDULE OF INVESTMENTS
     SEPTEMBER 30, 1996
      
       NUMBER
     OF SHARES                                                          VALUE
     ------------------------------------------------------------------------
     
                     CONVERTIBLE BONDS 2.7%
                     
      1,105,000      National HealthCare L.P., 6.00%, 7/1/00     $  2,765,262
                                                                -------------
                     Total Convertible Bonds
                     (cost $2,233,270)                              2,765,262
                                                                -------------

     PRINCIPAL
      AMOUNT
     ---------
                     WARRANTS 0.0%
         $    1      Cherokee, Inc., Series C                               1
                                                                -------------

                     Total Warrants
                     (cost $6)                                              1
                                                                -------------



                     SHORT-TERM INVESTMENTS 5.5%
                     (Variable Rate)
      
      5,726,639      UMB Bank Money Market Fiduciary                5,726,639
                                                                -------------
                     Total Short-Term Investments
                     (cost $5,726,639)                              5,726,639
                                                                -------------
                     Total Investments 98.8%
                     (cost $94,172,920)                           102,949,198

                     Cash and Other Assets,
                     less Liabilities 1.2%                          1,287,444
                                                                -------------
                     NET ASSETS 100.0%                           $104,236,642
                                                                =============
                     <F7>Non-income producing
                     See notes to financial statements.



     MID-CAP FUND SCHEDULE OF INVESTMENTS
     SEPTEMBER 30, 1996
       
       NUMBER
     OF SHARES                                                          VALUE
     ------------------------------------------------------------------------
     
                     COMMON STOCKS 97.5%
                     
                     BUSINESS SERVICES 5.4%
        173,000      Sanmina Corp.<F8>                           $  6,963,250
                                                                -------------
             
                     COMPUTER SOFTWARE 26.0%
         90,975      Aspen Technologies, Inc.<F8>                   6,163,556
        249,700      Learning Co., Inc.<F8>                         4,837,937
        189,000      Mercury Interactive Corp.<F8>                  2,622,375
         71,200      Parametric Technology Corp.<F8>                3,515,500
        331,150      Phoenix Technologies Ltd.<F8>                  5,712,338
        141,500      Synopsys, Inc.<F8>                             6,526,688
        233,950      Tecnomatix Technologies Ltd.<F8>               4,064,881
                                                                -------------
                                                                   33,443,275
                                                                -------------
                                                                
                     COMPUTER SYSTEMS & COMPONENTS 7.4%
        123,500      American Power Conversion Corp.<F8>            1,806,188
         85,000      Drexler Technology Corp.<F8><F9>                 984,406
        134,000      Eltron International, Inc.<F8>                 4,338,250
        198,800      Pinnacle Systems, Inc.<F8>                     2,436,525
                                                                -------------
                                                                    9,565,369
                                                                -------------
                     FINANCIAL SERVICES 5.4%
        177,400      Green Tree Financial Corp.                     6,962,950
                                                                -------------
                     
                     HEALTH CARE PRODUCTS 4.3%
         48,500      Mentor Corp.                                   1,333,750
        241,750      Nature's Sunshine Products, Inc.               4,230,625
                                                                -------------
                                                                    5,564,375
                                                                -------------
                                             
                     HEALTH CARE SERVICES 11.4%
        255,325      Express Scripts, Inc., Class A<F8>             9,255,531
        116,475      Home Health Corp. of America<F8>               1,397,700
        166,100      Physicians Resource Group, Inc.<F8>            3,924,113
                                                                -------------
                                                                   14,577,344
                                                                -------------
                     
                     PERSONAL PRODUCTS 1.3%
         43,000      CUC International, Inc.<F8>                    1,714,625
                                                                -------------

     
     MID-CAP FUND SCHEDULE OF INVESTMENTS
     SEPTEMBER 30, 1996
      
       NUMBER
     OF SHARES                                                          VALUE
     ------------------------------------------------------------------------
     
                     PERSONAL SERVICES 3.3%
        191,350      Seattle Filmworks, Inc.<F8>                 $  4,209,700
                                                                -------------
                     
                     RETAIL 6.8%
        283,000      Friedman's, Inc.<F8>                           5,306,250
         97,850      O'Reilly Automotive, Inc.<F8>                  3,375,825
                                                                  -----------
                                                                    8,682,075
                                                                -------------
                     
                     SEMICONDUCTORS 14.1%
         78,400      ETEC Systems, Inc.<F8>                         2,665,600
        316,100      Micrel, Inc.<F8>                               7,507,375
        213,000      Microchip Technology, Inc.<F8>                 7,960,875
                                                                -------------
                                                                   18,133,850
                                                                -------------
                     
                     TELECOMMUNICATIONS 7.8%
        205,875      Intercel, Inc.<F8>                             4,323,375
        186,170      United States Cellular Corp.<F8>               5,631,642
                                                                -------------
                                                                    9,955,017
                                                                -------------
                     
                     OTHER 4.3%
        139,000      OEA, Inc.                                      5,525,250
                                                                -------------


                     Total Common Stocks
                     (cost $108,068,012)                          125,297,080
                                                                -------------
     
     PRINCIPAL
      AMOUNT
     ---------
                     SHORT-TERM INVESTMENTS 2.8%
                     (Variable Rate)
     
     $3,608,143      UMB Bank Money Market Fiduciary                3,608,143
                                                                -------------
                     Total Short-Term Investments
                     (cost $3,608,143)                              3,608,143
                                                                -------------


     
     MID-CAP FUND SCHEDULE OF INVESTMENTS
     SEPTEMBER 30, 1996

                                                                        VALUE
      -----------------------------------------------------------------------
                                                                        
                     Total Investments 100.3%
                     (cost $111,676,155)                         $128,905,223
                                                                -------------

                     Liabilities, less
                     Cash and Other Assets (0.3%)                   (414,893)
                                                                -------------
                     NET ASSETS 100.0%                           $128,490,330
                                                                =============

                     <F8> Non-income producing
                     <F9> Restricted security - See Note 7
    
     See notes to financial statements.



     WASATCH-HOISINGTON U.S. TREASURY FUND SCHEDULE OF INVESTMENTS
     SEPTEMBER 30, 1996
     
     PRINCIPAL
       AMOUNT                                                           VALUE
     ------------------------------------------------------------------------
                     U.S. GOVERNMENT OBLIGATIONS 94.9%
     $3,750,000      U.S. Treasury Bond,
                     6.25%, 8/15/23                                $3,390,188
      1,800,000      U.S. Treasury Bond,
                     7.50%, 11/15/24                                1,902,870
      1,205,000      U.S. Treasury Bond,
                     6.875%, 8/15/25                                1,186,298
        650,000      U.S. Treasury Bond,
                     6.00%, 2/5/26                                    571,564
                                                                -------------
                     Total U.S. Government Obligations
                     (cost $7,078,756)                              7,050,920
                                                                -------------
                     SHORT-TERM INVESTMENTS 3.4%
                     (Variable Rate)
        
        253,591      UMB Bank Money Market Fiduciary                  253,591
                                                                -------------
                     Total Short-Term Investments
                     (cost $253,591)                                  253,591
                                                                -------------
                     Total Investments 98.3%
                     (cost $7,332,347)                              7,304,511
          
                     Cash and Other Assets,
                     less Liabilities 1.7%                            122,373
                                                                -------------
                     NET ASSETS 100.0%                             $7,426,884
                                                                =============

      See notes to financial statements.

     
     WASATCH FUNDS
     STATEMENTS OF ASSETS AND LIABILITIES
     SEPTEMBER 30, 1996


     ---------------------------------------------------------------------------
                                                       AGGRESSIVE
                                                         EQUITY        MICRO-CAP
                                                          FUND            FUND
     ---------------------------------------------------------------------------
     
     ASSETS:
      Investments, at market value
        Nonaffiliated issuers (cost $193,277,382,
         $79,848,096, $94,172,920, $111,676,155
         and $7,332,347, respectively)             $239,217,629      $87,162,331
        Affiliated issuers (cost $15,807,619,
         $7,019,792,$0, $0 and $0, respectively)     13,839,900        6,138,669
      Receivable for investment securities sold         708,075        1,301,750
      Interest and dividends receivable                 369,967           22,526
      Prepaid expenses and other assets                  39,539           17,403
      Receivable from adviser                                 -            9,323
                                                   ------------     ------------
        Total Assets                                254,175,110       94,652,002
                                                   ------------     ------------
     LIABILITIES:
      Payable for securities purchased                  682,860          546,239
      Accrued investment advisory fee                    55,549           41,094
      Accrued expenses                                  117,714           60,915
                                                   ------------     ------------
        Total Liabilities                               856,123          648,248
                                                   ------------     ------------

     NET ASSETS                                    $253,318,987      $94,003,754
                                                   ============     ============

     NET ASSETS CONSIST OF:
      Capital stock                                $     10,480      $    29,817
      Paid-in-capital in excess of par              204,031,396       83,509,575
      Undistributed net investment income                     -                -
      Undistributed net realized gain (loss)
        on investments                                5,304,583        4,031,250
      Net unrealized appreciation (depreciation)
        on investments                               43,972,528        6,433,112
                                                   ------------     ------------
     Net Assets                                    $253,318,987      $94,003,754
                                                   ============     ============
     CAPITAL STOCK, $.001 PAR VALUE:
      Authorized                                    100,000,000      100,000,000
      Issued and outstanding                         10,479,701       29,817,167
     NET ASSET VALUE REDEMPTION PRICE                    $24.17            $3.15
       AND OFFERING PRICE PER SHARE                     =======            =====



     See notes to financial statements.

     STATEMENTS OF ASSETS AND LIABILITIES (cont'd)

                                                                          U.S.
                                                GROWTH       MID-CAP    TREASURY
                                                 FUND          FUND       FUND
     --------------------------------------------------------------------------
     
     ASSETS:
     Investments, at market value
        Nonaffiliated issuers (cost
            $193,277,382,$79,848,096,
            $94,172,920, $111,676,155 and
            $7,332,347, respectively)     $102,949,198  $128,905,223  $7,304,511
        Affiliated issuers (cost
            $15,807,619, $7,019,792,
            $0, $0 and $0, respectively)             -             -           -
        Receivable for investment securities
            sold                             1,582,563       150,506           -
        Interest and dividends receivable      213,546        20,925      97,733
        Prepaid expenses and other assets       27,428        25,058       9,611
        Receivable from adviser                  5,014         5,003      19,632
                                             ---------     ---------   ---------
            Total Assets                   104,777,749   129,106,715   7,431,487
                                             ---------     ---------   ---------
     LIABILITIES:
        Payable for securities purchased       467,383       505,900           -
        Accrued investment advisory fee         22,671        35,064         805
        Accrued expenses                        51,053        75,421       3,798
                                             ---------     ---------   ---------
            Total Liabilities                  541,107       616,385       4,603
                                             ---------     ---------   ---------
     NET ASSETS
                                          $104,236,642  $128,490,330  $7,426,884
                                          ============  ============  ==========
     NET ASSETS CONSIST OF:
        Capital stock                     $      5,933  $      7,158  $      727
        Paid-in-capital in excess of par    91,419,444   119,279,990   7,450,541
        Undistributed net investment
         income                                204,038             -      70,417
        Undistributed net realized gain (loss)
          on investments                     3,830,949   (8,025,886)    (66,965)
        Net unrealized appreciation
          (depreciation) on investments      8,776,278    17,229,068    (27,836)
                                             ---------     ---------   ---------
        Net Assets                        $104,236,642  $128,490,330  $7,426,884
                                          ============  ============  ==========
     CAPITAL STOCK, $.001 PAR VALUE:
        Authorized                         100,000,000   100,000,000 100,000,000
        Issued and outstanding               5,933,434     7,158,391     727,602

     NET ASSET VALUE, REDEMPTION PRICE
       AND OFFERING PRICE PER SHARE             $17.57        $17.95      $10.21
                                                ======        ======      ======
     See notes to financial statements.


     WASATCH FUNDS
     STATEMENTS OF OPERATIONS
     FOR THE YEAR ENDED SEPTEMBER 30, 1996
     
     ---------------------------------------------------------------------------
                                                  AGGRESSIVE
                                                    EQUITY            MICRO-CAP
                                                     FUND                FUND
     ---------------------------------------------------------------------------
     INVESTMENT INCOME:
        Interest                                     $  382,178       $  375,870
        Dividends                                     2,049,669          263,006
                                                     ----------       ----------
                                                      2,431,847          638,876
                                                     ----------       ----------
     EXPENSES:
        Investment advisory fee                       2,861,337        1,313,728
        Shareholder servicing fees                      654,422          217,957
        Fund administration and accounting fees         420,448           96,521
        Reports to shareholders                         163,564           34,326
        Custody fees                                     61,789           21,771
        Federal and state registration fees              54,059           51,210
        Legal fees                                       27,838            9,739
        Audit fees                                       14,100            5,193
        Directors' fees                                   6,110            1,175
        Pricing fees                                      2,818            1,731
        Other                                            14,633            2,188
                                                      ---------        ---------
        Total expenses before reimbursement           4,281,118        1,755,539
        Reimbursement of expenses by adviser                  -        (113,105)
                                                      ---------        ---------
        Net expenses                                  4,281,118        1,642,434
                                                      ---------        ---------
     NET INVESTMENT INCOME (LOSS)                   (1,849,271)      (1,003,558)
                                                    -----------      -----------
     REALIZED AND UNREALIZED GAIN (LOSS):
       Net realized gain (loss) on investments       10,202,825        5,035,561
       Change in unrealized appreciation/
         depreciation on investments               (13,631,797)        4,725,256
                                                  -------------      -----------
       Net gain (loss) on investments               (3,428,972)        9,760,817
                                                  -------------      -----------
     NET INCREASE (DECREASE) IN NET
       ASSETS RESULTING FROM
       OPERATIONS                                  $(5,278,243)       $8,757,259
                                                   ============       ==========


     See notes to financial statements.


     STATEMENTS OF OPERATIONS (cont'd)
     
                                                                            U.S.
                                             GROWTH        MID-CAP      TREASURY
                                              FUND           FUND         FUND
     ---------------------------------------------------------------------------
     
     INVESTMENT INCOME:
      Interest                           $  351,586     $  642,082      $341,495
      Dividends                           1,247,244         69,987             -
                                         ----------     ----------    ----------
                                          1,598,830        712,069       341,495
                                         ----------     ----------    ----------
     EXPENSES:
      Investment advisory fee               839,865      1,861,206        27,810
      Shareholder servicing fees            174,755        398,737        11,913
      Fund administration and accounting
         fees                               123,411        218,791         8,200
      Reports to shareholders                44,041         88,945         6,910
      Custody fees                           17,683         31,197         1,186
      Federal and state registration fees    44,927         62,733        18,939
      Legal fees                             12,765         14,591        13,647
      Audit fees                              6,660          8,768         3,484
      Directors' fees                         1,490          3,199            83
      Pricing fees                            1,609          1,389           462
      Other                                   3,014          6,338             6
                                          ---------      ---------      --------
      Total expenses before 
       reimbursement                      1,270,220      2,695,894        92,640
      Reimbursement of expenses 
       by adviser                          (10,572)       (90,368)      (41,168)
                                          ---------      ---------     ---------
      Net expenses                        1,259,648      2,605,526        51,472
                                          ---------      ---------     ---------

                
     NET INVESTMENT INCOME (LOSS)           339,182    (1,893,457)       290,023
                                          ---------    -----------     ---------
     
     REALIZED AND UNREALIZED GAIN (LOSS):
      Net realized gain (loss) on
        investments                       4,300,860    (6,760,269)        19,162
      Change in unrealized
        appreciation/depreciation
        on investments                    2,666,547      5,203,852      (67,058)
                                          ---------      ---------     ---------
      Net gain (loss) on investments      6,967,407    (1,556,417)      (47,896)
                                          ---------    -----------     ---------
     NET INCREASE (DECREASE) IN NET
      ASSETS RESULTING FROM
      OPERATIONS                         $7,306,589   $(3,449,874)      $242,127
                                         ==========   ============     =========

     See notes to financial statements.



     WASATCH FUNDS
     STATEMENTS OF CHANGES IN NET ASSETS

     ---------------------------------------------------------------------------
                                                    AGGRESSIVE EQUITY FUND
                                                    Year ended September 30,
                                                  1996                   1995
     ---------------------------------------------------------------------------
     
     OPERATIONS:
      Net investment income (loss)           $   (1,849,271)        $  (529,243)
      Net realized gain (loss) on
        investments                               10,202,825           2,696,275
      Change in unrealized appreciation/
        depreciation on investments             (13,631,797)          54,953,184
                                              --------------       -------------
      Net increase (decrease) in net assets
        resulting from operations                (5,278,243)          57,120,216
                                              --------------       -------------

     DIVIDENDS PAID FROM:
      Net investment income                                -                   -
      Net realized gains                         (6,568,893)         (4,403,597)
                                              --------------       -------------
                                                 (6,568,893)         (4,403,597)
                                              --------------       -------------

     CAPITAL SHARE TRANSACTIONS:
      Shares sold                                 67,968,096         246,050,188
      Shares issued to holders in
        reinvestment of dividends                  6,096,326           4,262,844
                                              --------------       -------------
                                                  74,064,422         250,313,032
                                              
      Shares redeemed                          (114,209,328)        (44,087,768)
                                              --------------       -------------
      Net increase (decrease)                   (40,144,906)         206,225,264
                                              --------------       -------------

     TOTAL INCREASE (DECREASE) IN NET ASSETS    (51,992,042)         258,941,883
     
     NET ASSETS:
      Beginning of period                        305,311,029          46,369,146
                                              --------------       -------------
      End of period                             $253,318,987        $305,311,029
                                              ==============       =============
      Undistributed net investment income
        included in net assets at end of
        period                                             -                   -
                                              ==============       =============
     <F10> Commencement of operations.

     

     See notes to financial statements.



     STATEMENTS OF CHANGES IN NET ASSETS (cont'd)

     ---------------------------------------------------------------------------
                               MICRO-CAP FUND                  GROWTH FUND
                              Year       June 19,                   Year
                             ended       1995<F10>           ended September 30,
                     September30,1996 to September 30, 1995  1996           1995
     ---------------------------------------------------------------------------
     OPERATIONS:
      Net investment income 
        (loss)               $ (1,003,558)  $  (19,989)  $  339,182     $ 57,262      
      Net realized gain (loss) 
        on investments          5,035,561         (753)   4,300,860      736,267                         
      Change in unrealized 
        appreciation/
        depreciation on
        investments             4,725,256    1,707,856    2,666,547    6,268,326     
                             ------------   ----------   ----------   ----------                  
      Net increase (decrease) 
        innet assets resulting 
        from operatio           8,757,259    1,687,114    7,306,589    7,061,855     
                             ------------   ----------   ----------   ----------                    

     DIVIDENDS PAID FROM:
      Net investment income             -            -    (190,396)            -                   
      Net realized gains                -            -  (1,105,143)  (2,878,781)
                             ------------   ----------   ----------   ----------                                             
                                                        (1,295,539)  (2,878,781)
                        
     CAPITAL SHARE TRANSACTIONS:                                  
      Shares sold             98,979,879    24,358,929   97,935,584   40,273,774
      Shares issued to holders
        in reinvestment
        of dividends                   -             -    1,219,162    2,805,588
                           -------------    ----------   ----------   ----------
                              98,979,879    24,358,929   99,154,746   43,079,362



      Shares redeemed        (39,101,525)     (677,902) (54,462,619) (4,947,865)
                            -------------    ----------  -----------  ----------
      Net increase                                                       
        (decrease)             59,878,354   23,681,027   44,692,127   38,131,497
                            -------------   ----------   ----------   ----------
     TOTAL INCREASE (DECREASE)
       IN NET ASSETS           68,635,613   25,368,141   50,703,177   42,314,571
     
     NET ASSETS:
      Beginning of period      25,368,141            -   53,533,465   11,218,894
                            -------------   ----------   ----------   ----------
      End of period           $94,003,754  $25,368,141 $104,236,642  $53,533,465
                            =============  =========== ============  ===========
      Undistributed net investment
        income included in net assets
        at end of period                -           -   $  204,038     $  57,262
                            ============= ===========  ===========   ===========
                           
<F10> Commencement of operations.

     See notes to financial statements.



     WASATCH FUNDS
     STATEMENTS OF CHANGES IN NET ASSETS

     ---------------------------------------------------------------------------
                                    MID-CAP FUND           U.S. TREASURY FUND
                              Year ended September 30,  Year ended September 30,
                                  1996        1995            1996         1995
     ---------------------------------------------------------------------------
     
     OPERATIONS:
      Net investment income
        (loss)           $ (1,893,457)      $ (135,323)  $ 290,023    $ 198,688
      Net realized gain
        (loss) on
        investments        (6,760,269)         417,714      19,162      (35,783)
      Change in unrealized
        appreciation/
        depreciation on
        investments         5,203,852       12,017,873     (67,058)     167,864
                         ------------     ------------   ----------   ---------
      Net increase
        (decrease) in
        net assets
        resulting from
        operations        (3,449,874)       12,300,264     242,127      330,769
                         ------------     ------------  ----------    ---------
    
     DIVIDENDS PAID FROM:
      Net investment
        income                      -                -    (371,160)    (183,919)
      Net realized         
        gains             (1,324,019)          (2,697)           -             -
                         ------------     ------------  ----------    ----------
                          (1,324,019)          (2,697)    (371,160)    (183,919)
                         ------------     ------------  ----------    ----------
     
     CAPITAL SHARE TRANSACTIONS:
      Shares sold        182,179,742       93,354,746    5,609,929    1,362,975
      Shares issued
        to holders in
        reinvestment of
        dividends          1,239,102            2,678      359,319      179,666
                        ------------     ------------  ----------    ----------
                         183,418,844       93,357,424    5,969,248    1,542,641
      Shares redeemed   (148,760,098)      (8,140,574)  (2,448,554)    (904,145)
                        ------------     ------------   ----------   ----------
      Net increase        34,658,746       85,216,850    3,520,694      638,496
                        ------------     ------------   ----------   ----------

     TOTAL INCREASE IN
        NET ASSETS        29,884,853       97,514,417    3,391,661      785,346
     NET ASSETS:
      Beginning of
        period            98,605,477        1,091,060    4,035,223    3,249,877
                        ------------     ------------   ----------   ----------
      End of period     $128,490,330      $98,605,477   $7,426,884   $4,035,223
                        ============     ============  ===========   ==========
      Undistributed net
        investment income
        included in net
        assets at end of
        period                   -                  -    $  70,417   $  151,554
                      ============       ============  ===========   ==========


     See notes to financial statements.


     WASATCH FUNDS
     FINANCIAL HIGHLIGHTS


                                                    AGGRESSIVE EQUITY FUND
                                                    Year ended September 30,
                                                1996           1995         1994
     ---------------------------------------------------------------------------
     
     NET ASSET VALUE, BEGINNING
      OF PERIOD                              $25.00         $19.96       $19.75
     INCOME (LOSS) FROM INVESTMENT
      OPERATIONS:
     Net investment income (loss)            (0.18)         (0.04)        (0.02)
     Net realized and unrealized
      gains (losses) on securities           (0.11)           6.59         1.33
                                            -------         ------       ------
     TOTAL FROM INVESTMENT OPERATIONS        (0.29)           6.55         1.31
     LESS DISTRIBUTIONS:
     Distributions from capital gains        (0.54)         (1.51)        (1.10)
                                            -------         ------       ------
     TOTAL DISTRIBUTIONS                     (0.54)         (1.51)        (1.10)
                                            -------         ------       ------
     NET ASSET VALUE, END OF PERIOD          $24.17        $25.00        $19.96
                                            =======        =======       ======
                  
     
     TOTAL RETURN                           (1.09)%         35.19%        6.85%
    
     SUPPLEMENTAL DATA AND RATIOS:
     Net assets, end of period
      (in thousands)                       $253,319       $305,311      $46,369
     Ratio of expenses to average net
      assets<F11>                             1.50%          1.47%        1.50%
     Ratio of net income (loss) to
      average net assets<F11>               (0.65)%        (0.37)%      (0.67)%
     Portfolio turnover rate                    73%            29%          64%
     Average commission rate paid
      on portfolio investment
      transactions<F12>                    $0.0480            N/A          N/A

<F11> Net of reimbursements by adviser.  Absent reimbursement of expenses 
      by adviser, except for the years ended September 30, 1996 and 1995 where 
      there were no reimbursements, the ratio of expenses to average net assets 
      for the years ending September 30, 1994 through September 30, 1990 would 
      be 1.52%, 1.64%, 1.69%, 1.67% and 1.75%, respectively, and the ratio of 
      net income (loss) to average net assets would be (0.69)%, (0.92)%, 
      (0.59)%,(0.52)% and (0.27)%, respectively.
<F12> Disclosure required by the Securities Exchange Commission beginning
      1996.
     
     See notes to financial statements.




     FINANCIAL HIGHLIGHTS (cont'd)


                                                    AGGRESSIVE EQUITY FUND
                                                   Year ended September 30,
                                              1993      1992      1991      1990
     ---------------------------------------------------------------------------
     
     NET ASSET VALUE, BEGINNING
      OF PERIOD                             $15.23    $16.42   $  9.77    $10.92
     INCOME (LOSS) FROM INVESTMENT
      OPERATIONS:
     Net investment income (loss)           (0.09)    (0.03)    (0.04)      0.01
     Net realized and unrealized
      gains (losses) on securities            5.40    (0.26)      6.69    (1.16)
                                           -------   -------   -------   -------
     TOTAL FROM INVESTMENT OPERATIONS         5.31    (0.29)      6.65    (1.15)
     
     LESS DISTRIBUTIONS:
     Distributions from capital gains       (0.79)    (0.90)         -         -
                                           -------   -------   -------   -------
     TOTAL DISTRIBUTIONS                    (0.79)    (0.90)         -         -
                                           -------   -------   -------   -------
     NET ASSET VALUE, END OF PERIOD         $19.75    $15.23    $16.42   $  9.77
                                           =======    ======    ======   =======
     TOTAL RETURN                           35.73%   (2.30)%    68.07%  (10.53)%
     
     SUPPLEMENTAL DATA AND RATIOS:
     Net assets, end of period
       (in thousands)                      $23,293   $12,542    $7,588    $2,767
     Ratio of expenses to average
       net assets<F11>                       1.50%     1.51%     1.51%     1.56%
     Ratio of net income (loss) to average
       net assets<F11>                     (0.77)%   (0.41)%   (0.36)%     0.08%
     Portfolio turnover rate                   70%       32%       41%       74%
     Average commission rate paid on
      portfolio investment transactions<F12>   N/A       N/A       N/A       N/A
      
<F11> Net of reimbursements by adviser.  Absent reimbursement of expenses 
      by adviser, except for the years ended September 30, 1996 and 1995 where 
      there were no reimbursements, the ratio of expenses to average net assets 
      for the years ending September 30, 1994 through September 30, 1990 would 
      be 1.52%, 1.64%, 1.69%, 1.67% and 1.75%, respectively, and the ratio of
      net income (loss) to average net assets would be (0.69)%, (0.92)%, 
      (0.59)%,(0.52)% and (0.27)%, respectively.
<F12> Disclosure required by the Securities Exchange Commission beginning
      1996.
     
     See notes to financial statements.
     
     
     WASATCH FUNDS
     FINANCIAL HIGHLIGHTS (cont'd)

                                            AGGRESSIVE EQUITY FUND (cont'd.)
                                         Year ended          Dec. 6, 1986<F13>
                                         September 30,            through
                                      1989           1988     Sept. 30, 1987
     -------------------------------------------------------------------------
     
     NET ASSET VALUE, BEGINNING
      OF PERIOD                        $ 9.07     $11.76           $10.00
     
     INCOME (LOSS) FROM INVESTMENT
      OPERATIONS:
     Net investment income (loss)      (0.01)      0.03             0.02
     Net realized and unrealized
      gains (losses) on securities      1.91      (1.66)            1.74
                                       -------   --------         -------
     TOTAL FROM INVESTMENT OPERATIONS    1.90     (1.63)            1.76
     LESS DISTRIBUTIONS:
     Dividends from net investment
      income                           (0.05)     (0.01)                -
     Distributions from capital
      gains                                  -    (1.05)                -
                                       -------   --------         -------
     TOTAL DISTRIBUTIONS               (0.05)     (1.06)                -
                                       -------   --------         -------
     NET ASSET VALUE, END OF PERIOD    $10.92     $  9.07          $11.76
                                       =======   ========         ========

     TOTAL RETURN<F14>                 21.09%    (13.17)%          17.60%
     
     SUPPLEMENTAL DATA AND RATIOS:
     Net assets, end of period
      (in thousands)                  $1,191      $833            $1,266
     Ratio of expenses to average
      net assets<F15>                  1.50%      1.50%           1.26%<F14>
     Ratio of net income
      (loss) to average
      net assets<F15>                 (0.12)%     0.30%           0.16%
     Portfolio turnover rate             82%        71%             58%
     Average commission rate
      paid on portfolio
      investment transactions<F16>      N/A        N/A             N/A
     
     
<F13> Commencement of operations.
<F14> Not annualized for periods less than a year.
<F15> Net of reimbursements by adviser.  Absent reimbursement of expenses
      by adviser, the ratio of expenses to average net assets for the Aggressive
      Equity Fund would be 1.91%, 2.03% and 1.36%, respectively, and the ratio 
      of net income (loss) to average net assets would be (0.55)%, (0.22)% and
      0.06%, respectively.  The ratio of expenses to average net assets for the
      Micro-Cap Fund would be 2.67% and 3.40%, respectively, and the ratio of 
      net loss to average net assets would be (1.70)% and (1.66)%, respectively.
      <F16> Disclosure required by the Securities Exchange Commission beginning
      1996.
     
     See notes to financial statements.

     
     
     FINANCIAL HIGHLIGHTS (cont'd)

                                                 MICRO-CAP FUND
                                          Year ended          June 19, 1995<F13>
                                         September 30,              through
                                             1996               Sept. 30, 1995
     ---------------------------------------------------------------------------
     
     NET ASSET VALUE, BEGINNING
      OF PERIOD                              $2.72                    $2.00
     
     INCOME (LOSS) FROM INVESTMENT
      OPERATIONS:
     Net investment income (loss)            (0.03)                     -
     Net realized and unrealized
      gains (losses) on securities            0.46                     0.72
                                            ------                   ------
     TOTAL FROM INVESTMENT OPERATIONS         0.43                     0.72
     
     LESS DISTRIBUTIONS:
     Dividends from net investment income        -                        -
     Distributions from capital gains            -                        -
                                            ------                   ------
     TOTAL DISTRIBUTIONS                         -                        -
                                            ------                   ------
     NET ASSET VALUE, END OF PERIOD          $3.15                    $2.72
                                            ======                   ======
     
     TOTAL RETURN<F14>                      15.81%                   36.00%
     
     SUPPLEMENTAL DATA AND RATIOS:
     Net assets, end of period
      (in thousands)                      $94,004                  $25,368
     Ratio of expenses to average net
      assets<F15>                            2.50%                    2.50%
     Ratio of net income (loss) to average
      net assets<F15>                       (1.53)%                  (0.76)%
     Portfolio turnover rate                   84%                       0%
     Average commission rate paid on
       portfolio investment 
       transactions<F16>                    $0.0446                    N/A



<F13> Commencement of operations.
<F14> Not annualized for periods less than a year.
<F15> Net of reimbursements by adviser.  Absent reimbursement of expenses 
      by adviser, the ratio of expenses to average net assets for the Aggressive
      Equity Fund would be 1.91%, 2.03% and 1.36%, respectively, and the ratio
      of net income (loss) to average net assets would be (0.55)%, (0.22)% and 
      0.06%, respectively.  The ratio of expenses to average net assets for the 
      Micro-Cap Fund would be 2.67% and 3.40%, respectively, and the ratio of 
      net loss to average net assets would be (1.70)% and (1.66)%, respectively.
      <F16> Disclosure required by the Securities Exchange Commission beginning
      1996.
     
     See notes to financial statements.

    
     WASATCH FUNDS
     FINANCIAL HIGHLIGHTS (cont'd)

                                                          GROWTH FUND
                                                   Year Ended September 30,
                                              1996      1995      1994      1993
     ---------------------------------------------------------------------------
     
     NET ASSET VALUE, BEGINNING
      OF PERIOD                             $15.97    $15.30    $15.68    $13.64
     
     INCOME (LOSS) FROM INVESTMENT
      OPERATIONS:
     Net investment income (loss)             0.07      0.02    (0.14)    (0.08)
     Net realized and unrealized
      gains (losses) on securities            1.87      4.59      0.71      3.21
                                            ------    ------    ------    ------
     TOTAL FROM INVESTMENT OPERATIONS         1.94      4.61      0.57      3.13
     
     LESS DISTRIBUTIONS:
     Dividends from net investment income   (0.05)         -         -         -
     Distributions from capital gains       (0.29)    (3.94)    (0.95)    (1.09)
                                            ------    ------    ------    ------
     TOTAL DISTRIBUTIONS                    (0.34)    (3.94)    (0.95)    (1.09)
                                            ------    ------    ------    ------
     NET ASSET VALUE, END OF PERIOD         $17.57    $15.97    $15.30    $15.68
                                            ======    ======    ======    ======
     TOTAL RETURN<F18>                      12.39%    39.76%     3.75%    23.57%
     
     SUPPLEMENTAL DATA AND RATIOS:
     Net assets, end of period
      (in thousands)                      $104,237   $53,533   $11,219   $17,619
     Ratio of expenses to average
      net assets<F18><F19>                   1.50%     1.50%     1.50%     1.50%
     Ratio of net income (loss) to average
      net assets<F19>                        0.40%     0.29%   (0.51)%   (0.55)%
     Portfolio turnover rate                   62%       88%      163%      104%
     Average commission rate paid
      on portfolio investment 
      transactions<F20>                   $0.0476       N/A       N/A       N/A
     
<F17> Commencement of operations.
<F18> Not annualized for periods less than a year.
<F19) Net of reimbursements by adviser.  Absent reimbursement of expenses 
      by adviser, the ratio of expenses to average net assets would be 1.51%, 
      1.58%, 1.64%, 1.61%, 1.67%, 1.66%, 2.02%, 1.89%, 1.91% and 1.37%, 
      respectively, and the ratio of net income (loss) to average net assets 
      would be 0.39%, 0.21%,(0.64)%, (0.66)%, (0.03)%, 0.36%, 1.29%, 0.96%, 
      0.80% and 0.06%, respectively.
<F20> Disclosure required by the Securities Exchange Commission beginning
      1996.
     
     See notes to financial statements.
     

     FINANCIAL HIGHLIGHTS (cont'd)

                                                           GROWTH FUND(cont'd)

                                                               Dec. 6, 1986<F17>
                                   Year ended September 30,           through
                              1992    1991   1990   1989   1988   Sept. 30, 1987
     ---------------------------------------------------------------------------
     
     NET ASSET VALUE, BEGINNING
      OF PERIOD               $15.01 $10.73  $11.39 $  9.48   $11.47    $10.00
     
     INCOME (LOSS) FROM 
      INVESTMENT OPERATIONS:
     Net investment income 
     (loss)                    (0.02)  0.08    0.10    0.13     0.10      0.01
     Net realized and unrealized
      gains (losses) on
      securities               (0.45)   5.16  (0.65)    1.89   (1.67)      1.46
                              ------  ------ -------  ------  ------     ------ 
     TOTAL FROM INVESTMENT
      OPERATIONS               (0.47)   5.24  (0.55)    2.02   (1.57)      1.47
     
     LESS DISTRIBUTIONS:
     Dividends from net
      investment income        (0.04) (0.16)  (0.11)  (0.11)   (0.02)         -
     Distributions from         
      capital gains            (0.86) (0.80)       -       -   (0.40)         -
                              ------  ------ -------  ------  ------     ------
     TOTAL DISTRIBUTIONS       (0.90) (0.96)  (0.11)  (0.11)   (0.42)         -
                              ------  ------ -------  ------  ------     ------
     NET ASSET VALUE,  
      END OF PERIOD            $13.64 $15.01  $10.73  $11.39  $  9.48    $11.47
                               ====== ======  ======  ======   ======    ======
     TOTAL RETURN<F18>        (3.61)% 51.90% (4.82)%  21.60% (13.39)%    14.70%
                
     
     SUPPLEMENTAL DATA AND
      RATIOS:
     Net assets, end of
      period (in thousands)  $14,243 $11,651  $4,574  $3,378   $2,605    $2,699
     Ratio of expenses
      to average net
      assets<F18><F19>          1.49%  1.51%   1.87%   1.50%    1.50%      1.25%
     Ratio of net income
      (loss) to average
      net assets<F19>           0.15%  0.51%   1.45%   1.37%    1.21%      0.18%
     Portfolio turnover rate      40%    37%     69%     63%      88%        50%
     Average commission rate
      paid on portfolio investment
      transactions<F20>           N/A    N/A     N/A     N/A     N/A        N/A
     
<F17> Commencement of operations.
<F18> Not annualized for periods less than a year.
<F19> Net of reimbursements by adviser.  Absent reimbursement of expenses
      by adviser, the ratio of expenses to average net assets would be 1.51%, 
      1.58%, 1.64%, 1.61%, 1.67%, 1.66%, 2.02%, 1.89%, 1.91% and 1.37%, 
      respectively, and the ratio of net income (loss) to average net assets 
      would be 0.39%, 0.21%,(0.64)%, (0.66)%, (0.03)%, 0.36%, 1.29%, 0.96%, 
      0.80% and 0.06%, respectively.
<F20> Disclosure required by the Securities Exchange Commission beginning
      1996.
     
     
     See notes to financial statements.

                             

     
     WASATCH FUNDS
     FINANCIAL HIGHLIGHTS (cont'd)
     

                               MID-CAP FUND                 MID-CAP FUND
                          Year ended September 30,  Year ended  Aug.16,1992<F21>
                                                   September 30,     through
                           1996      1995     1994       1993     Sept. 30, 1992
     ---------------------------------------------------------------------------
     
     NET ASSET VALUE, BEGINNING
      OF PERIOD          $18.61    $11.02   $10.51     $  9.93         $10.00
  
     INCOME (LOSS) FROM
      INVESTMENT OPERATIONS:
     Net investment income
      (loss)             (0.26)    (0.02)   (0.27)      (0.07)              -
     Net realized and
      unrealized gains
      (losses) on
      securities         (0.21)      7.64     0.78        0.65         (0.07)
                         ------    ------   ------      ------         ------
     TOTAL FROM INVESTMENT
      OPERATIONS         (0.47)      7.62     0.51        0.58         (0.07)
     
     LESS DISTRIBUTIONS:
     Distributions from
      capital gains      (0.19)    (0.03)        -           -              -
                         ------    ------   ------      ------         ------
     TOTAL DISTRIBUTIONS (0.19)    (0.03)        -           -              -
                         ------    ------   ------      ------         ------
     
     NET ASSET VALUE,
      END OF PERIOD      $17.95    $18.61   $11.02      $10.51        $  9.93
                         ======    ======   ======      ======        =======
     
     TOTAL RETURN<F22>  (2.54)%    69.24%    4.85%       5.85%        (0.70)%
     
     SUPPLEMENTAL DATA
      AND RATIOS:
     Net assets, end
      of period
      (in thousands)   $128,490   $98,605   $1,091      $2,451           $148
     Ratio of expenses
      to average net
      assets<F22><F23>    1.75%     1.75%    1.75%       1.74%          1.56%
     Ratio of net income                                           
      (loss) to average
      net assets<F23>   (1.27)%   (0.71)%  (1.19)%     (0.86)%        (0.38)%
     Portfolio turnover
      rate                 121%       46%     213%        113%            40%
     Average commission 
      rate paid on 
      portfolio investment
      transactions<F24> $0.0500       N/A      N/A         N/A           N/A
     
     
<F21> Commencement of operations.
<F22> Not annualized for periods less than a year.
<F23> Net of reimbursements by adviser. Absent reimbursement of expenses by
      adviser, the ratio of expenses to average net assets would be 1.81%, 
      1.94%, 3.33%, 2.69% and 7.65%, respectively, and the ratio of net loss 
      to average net assets would be (1.33)%, (0.90)%, (2.76)%, (1.81)% and 
      (6.47)%, respectively. 
<F24> Disclosure required by the Securities Exchange Commission beginning
      1996.

     See notes to financial statements.


     WASATCH FUNDS
     FINANCIAL HIGHLIGHTS (cont'd)

                                                     U.S. TREASURY FUND
                                                   Year ended September 30,
                                             1996       1995      1994     1993
     ---------------------------------------------------------------------------
     
     NET ASSET VALUE, BEGINNING
      OF PERIOD                             $10.50    $10.09    $10.42    $11.17
     
     INCOME (LOSS) FROM INVESTMENT
      OPERATIONS:
     Net investment income (loss)             0.44      0.56      0.55      0.55
     Net realized and unrealized
      gains (losses) on securities            0.01      0.44    (0.40)    (0.17)
                                           -------   -------   -------   -------
     TOTAL FROM INVESTMENT OPERATIONS         0.45      1.00      0.15      0.38
 
     LESS DISTRIBUTIONS:
     Dividends from net investment income   (0.74)    (0.59)    (0.46)    (0.53)
     Distributions from capital gains            -         -    (0.02)    (0.60)
                                           -------   -------   -------   -------
     TOTAL DISTRIBUTIONS                    (0.74)    (0.59)    (0.48)    (1.13)
                                           -------   -------   -------   -------
     
     NET ASSET VALUE, END OF PERIOD         $10.21    $10.50    $10.09    $10.42
                                           =======   =======   =======   =======
     
     TOTAL RETURN<F26>                       4.42%    10.46%     1.51%     3.80%

     SUPPLEMENTAL DATA AND RATIOS:
     Net assets, end of period
      (in thousands)                        $7,427    $4,035    $3,250    $3,748
     Ratio of expenses to average
      net assets<F26><F27>                   0.93%     1.00%     1.00%     1.00%
     Ratio of net income (loss) to average
      net assets<F27>                        5.21%     5.88%     5.15%     4.60%
     Portfolio turnover rate                   30%       43%       45%       46%

     
<F25> Commencement of operations.
<F26> Not annualized for the period ended September 30, 1987.
<F27> Net of reimbursements by adviser. Absent reimbursement of expenses by
      adviser, the ratio of expenses to average net assets would be 1.67%, 
      1.59%,1.39%, 1.35%, 1.20%, 1.20%, 1.57%, 1.42%, 1.35% and 1.20%, 
      respectively, and the ratio of net income to average net assets would 
      be 4.47%, 5.29%, 4.76%, 4.24%, 4.71%, 6.59%, 9.75%, 7.82%, 8.06% and 
      5.70%, respectively.
     
     See notes to financial statements.


      FINANCIAL HIGHLIGHTS (cont'd)

                                                 U.S. TREASURY FUND (cont'd)
                                                               Dec. 6, 1986<F25>
                                   Year ended September 30,          through
                             1992    1991    1990    1989   1988  Sept. 30, 1987
     ---------------------------------------------------------------------------
                        
     NET ASSET VALUE, BEGINNING
      OF PERIOD              $11.14 $10.13  $10.61  $10.64  $10.19      $10.00
     
     INCOME (LOSS) FROM 
     INVESTMENT OPERATIONS:
     Net investment
      income (loss)          (0.03)   0.58    0.69    1.25    0.81        0.39
     Net realized and 
      unrealized gains 
      (losses) on
      securities               0.94   1.24  (0.19)  (0.06)    0.25      (0.20)
                             ------ ------ ------  ------   ------     ------
     TOTAL FROM INVESTMENT
      OPERATIONS               0.91   1.82    0.50    1.19    1.06        0.19
     
     LESS DISTRIBUTIONS:
     Dividends from net
      investment income      (0.56) (0.81)  (0.69)  (1.22)  (0.61)          -
     Distributions from
      capital gains          (0.32)      -  (0.29)       -       -          -
                             ------ ------ ------  ------   ------     ------
     
     TOTAL DISTRIBUTIONS     (0.88) (0.81)  (0.98)  (1.22)  (0.61)          -
                             ------ ------ ------  ------   ------     ------


     NET ASSET VALUE,                                               
      END OF PERIOD          $11.17 $11.14  $10.13  $10.61  $10.64     $10.19
                             ====== ======  ======  ======  ======     ======
     
     TOTAL RETURN<F26>        8.44% 18.74%   4.87%  12.50%  10.84%      1.90%
     
     SUPPLEMENTAL DATA AND RATIOS:
     Net assets, end of period
      (in thousands)         $5,234 $3,540  $1,771  $1,119    $816       $504
     Ratio of expenses to
       average net
       assets<F26><F27>       1.00%  1.01%   1.32%   0.99%   0.95%      0.94%
     Ratio of net income (loss)
      to average net
      assets<F27>             4.90%  6.79%  10.00%   8.25%   8.47%      5.97%
     Portfolio turnover rate    95%    66%     71%     29%     30%          -

<F25> Commencement of operations.
<F26> Not annualized for the period ended September 30, 1987.
<F27> Net of reimbursements by adviser. Absent reimbursement of expenses by
      adviser, the ratio of expenses to average net assets would be 1.67%, 
      1.59%, 1.39%, 1.35%, 1.20%, 1.20%, 1.57%, 1.42%, 1.35% and 1.20%, 
      respectively, and the ratio of net income to average net assets would 
      be 4.47%, 5.29%, 4.76%, 4.24%, 4.71%, 6.59%, 9.75%, 7.82%, 8.06% and 
      5.70%, respectively.
     
     See notes to financial statements.



     WASATCH FUNDS
     
     NOTES TO FINANCIAL STATEMENTS
     SEPTEMBER 30, 1996

     1. ORGANIZATION
        Wasatch Funds, Inc., formerly Wasatch Advisors Funds, Inc., was
     incorporated on November 18,1986 under the laws of the State of Utah and is
     registered under the Investment Company Act of 1940 as an open-end 
     management investment company. The Aggressive Equity, Micro-Cap and Mid-Cap
     Funds are non-diversified portfolios and the Growth and Wasatch-Hoisington 
     U.S. Treasury (formerly Income) ("U.S. Treasury") Funds are diversified 
     portfolios of Wasatch Funds, Inc.  The Aggressive Equity Fund, Growth Fund 
     and Wasatch-Hoisington U.S. Treasury Fund commenced operations on December 
     6, 1986.  The Mid-Cap Fund commenced operations on August 16, 1992 and the 
     Micro-Cap Fund commenced operations on June 19, 1995.  The Aggressive 
     Equity, Micro-Cap, Growth, Mid-Cap and Wasatch-Hoisington U.S. Treasury 
     Funds (the "Funds") have entered into an investment advisory agreement with
     Wasatch Advisors, Inc. (the "Manager") as investment adviser.
        
        Wasatch Funds, Inc. is authorized to issue 100,000,000 shares of Series
     A common stock (Aggressive Equity Fund), 100,000,000 shares of Series B 
     common stock (Growth Fund), 100,000,000 shares of Series C common stock 
     (U.S. Treasury Fund), 100,000,000 shares of Series D common stock 
     (Mid-Cap Fund) and 100,000,000 shares of Series E common stock 
     (Micro-Cap Fund) all with a par value of $.001 per share.
     
     2. SIGNIFICANT ACCOUNTING POLICIES
        The accounting and reporting policies of the Funds conform to generally
     accepted accounting principles.  The following is a summary of the more
     significant of such policies.
     
     a) VALUATION OF SECURITIES - Securities listed or admitted for trading
     privileges on the New York Stock Exchange or the American Stock Exchange 
     are valued at the closing price on the exchange on which the security is
     traded. Securities traded in the over-the-counter market are valued at 
     the last sales price or, if no sales occurred on the valuation date, at 
     the last available bid price in the over-the-counter market or on the 
     basis of yield equivalents as obtained from one or more dealers that 
     make markets in these securities. Short-term securities are valued at 
     either original cost or amortized cost, both of which approximate 
     current market value.  Securities and assets for which market quotations
     are not readily available are valued at fair value as determined in good
     faith by or under the direction of the Board of Directors of the Funds.
     
     b) INVESTMENT IN SECURITIES - Security transactions are accounted for on 
     the trade date plus one. Gain or loss from sale of investment securities is
     computed on the identified cost basis. Dividend income and distributions to
     shareholders are recorded on the ex-dividend date.  Interest income is
     recorded on the accrual basis.


                   
     Wasatch Funds
     
     NOTES TO FINANCIAL STATEMENTS
     SEPTEMBER 30, 1996

     c) FEDERAL INCOME TAXES - It is the Funds' policy to comply with the
     requirements of the Internal Revenue Code applicable to regulated
     investment companies and to distribute substantially all of their taxable 
     income to their shareholders.
     
     d) EXPENSES - The Funds are charged for those expenses that are directly
     attributable to it, such as advisory and custodian fees.  Expenses that are
     not directly attributable to a portfolio are allocated among the portfolios
     in proportion to their respective net assets.
     
     e) USE OF MANAGEMENT ESTIMATES - The preparation of financial statements in
     conformity with generally accepted accounting principles requires that
     Management make certain estimates and assumptions that affect the reported
     amounts of assets and liabilities and disclosure of contingent assets and
     liabilities at the date of the financial statements. The reported amounts 
     of revenues and expenses during the reporting period may also be affected 
     by the estimates and assumptions management is required to make.  Actual
     results may differ from those estimates.
     
     3. DISTRIBUTIONS
        Dividends from net investment income are declared and paid annually.
     Distributions of net realized gains, if any, will be declared at least
     annually.  The amount of dividends and distributions from net investment
     income and net realized capital gains are determined in accordance with
     federal income tax regulations, which may differ from generally accepted
     accounting principles.  To the extent these book and tax differences are
     permanent in nature, such amounts are reclassified to paid-in capital in
     excess of par value.  Accordingly, at September 30, 1996, reclassifications
     were recorded to increase/(decrease) undistributed net investment income by
     $1,849,271, $1,003,558, ($2,010) and $1,893,457; increase/(decrease)
     undistributed net realized gain on investments by $383,597, ($1,003,558),
     $2,003 and ($194,359); and decrease paid-in-capital in excess of par by
     $2,232,868, $0, $7 and $1,699,098 for the Aggressive Equity, Micro-Cap, 
     Growth and Mid-Cap Funds, respectively.
     
     4. CAPITAL STOCK
        Transactions in shares of capital stock were as follows:

                                        Year ended September 30, 1996
                         Aggressive                                       U.S.
                          Equity     Micro-Cap     Growth     Mid-Cap   Treasury
                           Fund        Fund         Fund       Fund       Fund
                         ---------   --------      ------     -------   --------
      Shares sold        2,799,772  33,670,987   5,814,862  10,158,198   547,955
      Dividends
        reinvested         257,555           -      76,725      68,459    35,305
      Shares redeemed  (4,789,910)(13,187,618) (3,309,665) (8,365,863) (239,816)
                       ---------- ----------- ----------- -----------  ---------
      Net increase
        (decrease)     (1,732,583)  20,483,369   2,581,922   1,860,794   343,444
                       ===========  ==========   =========   =========   =======


     WASATCH FUNDS
     
     NOTES TO FINANCIAL STATEMENTS
     SEPTEMBER 30, 1996

                                      Period ended September 30, 1995
                         Aggressive                                       U.S.
                          Equity     Micro-Cap     Growth     Mid-Cap   Treasury
                           Fund        Fund         Fund       Fund       Fund
                         ---------   --------      ------     -------   --------
     
      Shares sold       11,583,792   9,592,412   2,724,508   5,698,649   132,150
      Dividends
        reinvested         223,654           -     241,652         230    18,774
      Shares redeemed  (1,917,750)   (258,614)   (347,867)   (500,319)  (88,885)
                       -----------  ----------  ----------   ---------  --------
      Net increase       9,889,696   9,333,798   2,618,293   5,198,560    62,039
                       ===========  ==========  ==========   =========  ========
     
     5. PURCHASES AND SALES OF SECURITIES
        Purchases and sales of investment securities, excluding U.S. government 
     and short-term securities, for the year ended September 30, 1996 are 
     summarized below:
                
                     Aggressive                                           U.S.
                       Equity       Micro-Cap     Growth    Mid-Cap     Treasury
                        Fund          Fund         Fund       Fund        Fund
                      ---------     --------      ------    -------     --------
      
      Purchases    $206,156,077 $103,378,386 $92,736,015 $205,762,766          -
      Sales         255,699,135   48,970,960  48,536,527  163,906,171    425,875
      
      The only purchases and sales of U.S. government securities occurred in the
     U.S. Treasury Fund and were $7,073,276 and $416,766, respectively. Net gain
     or loss on securities sold is determined on the identified cost basis which
     is the same as that used for federal income tax reporting.  The U.S. 
     Treasury Fund's basis in investments is the same for income tax and 
     financial reporting purposes.  The Aggressive Equity, Micro-Cap, Growth and
     Mid-Cap Funds' tax basis in their investments is $210,663,977, $87,006,999,
     $94,530,302 and $112,084,900, respectively. At September 30, 1996, the U.S.
     Treasury Fund had an accumulated net realized capital loss carryover of 
     $31,182 and $35,783 expiring in 2002 and 2003, respectively.  To the extent
     the U.S. Treasury Fund realizes future net capital gains, taxable 
     distributions to its shareholders will be offset by any unused capital loss
     carryover.  For the year ended September 30, 1996, 25%, 1% and 14% of 
     dividends paid from taxable income for the Aggressive Equity, Micro-Cap and
     Growth Funds, respectively, qualify for the dividends received deduction 
     available to corporate shareholders.



     WASATCH FUNDS
     
     NOTES TO FINANCIAL STATEMENTS
     SEPTEMBER 30, 1996

        As of September 30, 1996, gross unrealized appreciation and 
     (depreciation) for federal income tax purposes were as follows:
                      
                     Aggressive                                           U.S.
                       Equity       Micro-Cap     Growth    Mid-Cap     Treasury
                        Fund          Fund         Fund       Fund        Fund
                      ---------     --------      ------    -------     --------
     Unrealized
      appreciation  $52,532,336  $13,228,913 $13,018,559  $24,480,835  $ 34,481
     Unrealized
      depreciation  (10,138,784)  (6,934,912) (4,689,674)  (7,660,512)  (62,317)
                    ------------  ----------- -----------  -----------  --------
     Net unrealized        
      appreciation
      (depreciation) $42,393,552  $ 6,294,001 $ 8,328,885  $16,820,323 $(27,836)
                     ===========  =========== ===========  =========== =========
     
     6. INVESTMENT ADVISORY
        The investment policies of the Funds and the management of the Funds'
     portfolios are administered by the Manager. The Manager paid for the Funds'
     office space, facilities and certain business equipment in addition to 
     those provided by the Funds' custodian, administrator and transfer agent.  
     The Manager also compensates all officers and directors of the Funds, 
     provided such persons are also employees of the Manager or its affiliates.
     For the year ended September 30, 1996, management fees for the Aggressive 
     Equity, Micro-Cap, Growth, Mid-Cap and U.S. Treasury Funds were 1.0%, 2.0%,
     1.0%, 1.25% and 0.5% of the daily net assets of each portfolio, 
     respectively. The Manager voluntarily agreed to reimburse its management 
     fee to the extent that total expenses exceeded 1.5% of the net assets of 
     the Aggressive Equity Fund, 2.5% of the net assets of the Micro-Cap Fund, 
     1.5% of the net assets of the Growth Fund, 1.75% of the net assets of the 
     Mid-Cap Fund, and 0.75% (1.0% prior to July 1, 1996), of the net assets of 
     the U.S. Treasury Fund computed on a daily basis.  For the year ended 
     September 30, 1996, the Manager reimbursed $113,105 for the Micro-Cap Fund,
     $10,572 for the Growth Fund, $90,368 for the Mid-Cap Fund, and $41,168 for
     the U.S. Treasury Fund.
     
     7. RESTRICTED SECURITIES
        Each Fund may invest up to 5% of its total assets or 10% of its net 
     assets in securities which cannot be readily sold because of legal or 
     contractual restrictions.  At the end of the fiscal year, the Aggressive 
     Equity and Mid-Cap Funds held the securities of Drexler Technology Corp. 
     (DRXR), a restricted security, valued at 0.2% and 0.8% of total Fund 
     assets, respectively. Registration of these securities is currently 
     pending.  The security is currently valued at a discount to the market 
     price of the equivalent unrestricted security.  As of October 24, 1996, the
     restriction was removed from 75,000 shares of the 85,000 shares held by the
     Mid-Cap Fund.


      
     WASATCH FUNDS
     
     NOTES TO FINANCIAL STATEMENTS
     SEPTEMBER 30, 1996

     The following table summarizes Wasatch Funds' holdings in DRXR:
     
         Fund              Acquisition Date         Value           Cost
        ------            -----------------        ------         ------
      Aggressive
       Equity Fund             12/27/94           $463,250      $160,000
      Mid-Cap Fund             12/27/94            115,813        40,000
      Mid-Cap Fund              6/30/95            868,594       300,000


     8. TRANSACTIONS WITH AFFILIATES
        The following is an analysis of transactions for the year ended 
     September 30, 1996 in the Aggressive Equity and Micro-Cap Funds with 
     "affiliated companies" as defined by the Investment Company Act of 1940:
     
          
                                 AGGRESSIVE EQUITY FUND
                                                                       Amount of
                                                           Amount of Gain (Loss)
                                                           Dividends    Realized
                               Share Activity              Credited     on Sale
                           -----------------------         to Income   of Shares
                    Balance                      Balance   in Fiscal   in Fiscal
 Security Name      9/30/95   Purchases  Sales   9/30/96     1996         1996
 -------------      -------   ---------  ------  -------   ---------  ----------
 Active Voice Corp. 100,800    243,400   83,300   260,900         - $(1,257,337)
 Children's Discovery
   Centers of
   America, Inc.    492,200          -  492,200         -         -  (5,173,101)
 Interpore
   International    562,416          -  562,416         -         -    (354,939)
   Mity-Lite, Inc.  157,120          -  157,120         -         -    (207,166)
 National Dentex
   Corp.            178,200     86,500   36,700   228,000         -       90,155
 Thompson PBE, Inc.       -    822,500  161,550   660,950         -    (110,388)
     
     
 WASATCH FUNDS
     
 NOTES TO FINANCIAL STATEMENTS
 SEPTEMBER 30, 1996

                                     MICRO-CAP FUND
                                                                       Amount of
                                                           Amount of Gain (Loss)
                                                           Dividends    Realized
                                 Share Activity            Credited     on Sale
                             ---------------------         to Income   of Shares
                        Balance                  Balance   in Fiscal   in Fiscal
 Security Name      9/30/95   Purchases  Sales   9/30/96     1996         1996
 -------------      -------   ---------  ------  -------   ---------  ----------
 National Dentex
   Corp.            83,950      142,000   9,000   216,950        -      $ 41,780
 Successories, Inc.      -      352,000   6,000   346,000        -      (18,249)


     
     WASATCH FUNDS
     
     REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

     The Shareholders and Board of Directors of
     Wasatch Funds, Inc.:
     
     We have audited the accompanying statements of assets and liabilities of
     Wasatch Funds, Inc. (a Utah corporation, which includes the Wasatch 
     Aggressive Equity Fund, Wasatch Micro-Cap Fund, Wasatch Growth Fund, 
     Wasatch Mid-Cap Fund and Wasatch-Hoisington U.S. Treasury Fund), including 
     the schedules of investments, as of September 30, 1996, and the related 
     statements of operations for the year then ended, statements of changes in 
     net assets for each of the two years in the period then ended, and the 
     financial highlights for each of the four years in the period then ended.  
     These financial statements and financial highlights are the responsibility 
     of the Company's Management.  Our responsibility is to express an opinion 
     on these financial statements and financial highlights based on our audits.
     The financial highlights for the year ended September 30, 1992 and all 
     prior years presented were audited by other auditors whose report dated 
     November 18, 1992 expressed an unqualified opinion on the financial 
     highlights.
     
     We conducted our audits in accordance with generally accepted auditing
     standards.  Those standards require that we plan and perform the audit to
     obtain reasonable assurance about whether the financial statements and
     financial highlights are free of material misstatement.  An audit includes
     examining, on a test basis, evidence supporting the amounts and disclosures
     in the financial statements.  Our procedures included confirmation of 
     securities owned as of September 30, 1996, by correspondence with the 
     custodians and brokers.  As to securities purchased but not received, we 
     requested confirmation from brokers and, when replies were not received, we
     carried out other alternative auditing procedures.  An audit also includes 
     assessing the accounting principles used and significant estimates made by 
     management, as well as evaluating the overall financial statement 
     presentation.  We believe that our audit provides a reasonable basis for 
     our opinion.
     
     In our opinion, the financial statements and financial highlights referred 
     to above present fairly, in all material respects, the financial position 
     of Wasatch Funds, Inc. as of September 30, 1996, and the results of its
     operations for the year then ended, the changes in its net assets for each 
     of the two years in the period then ended, and its financial highlights for
     each of the four years in the period then ended, in conformity with 
     generally accepted accounting principles.

                                                                     
                                             /s/ ARTHUR ANDERSEN LLP
                                             -----------------------
                                             ARTHUR ANDERSEN LLP

     Milwaukee, Wisconsin
     October 29, 1996








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