TOTAL RETURN U S TREASURY FUND INC
N-30D, 1996-12-24
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                                     ISI
                                Total Return
                          U.S. Treasury Fund Shares
- -------------------------------------------------------------------------------
Directors and Officers

Edward S. Hyman                     R. Alan Medaugh
Chairman                            President

Richard T. Hale                     Gary V. Fearnow
Vice Chairman                       Vice President

W. James Price                      Nancy Lazar
Vice Chairman                       Vice President

James J. Cunnane                    Edward J. Veilleux
Director                            Vice President

John F. Kroeger                     Scott J. Liotta
Director                            Vice President

Louis E. Levy                       Carrie L. Butler
Director                            Vice President

Eugene J. McDonald                  Joseph A. Finelli
Director                            Treasurer

Harry Woolf                         Edward J. Stoken
Director                            Secretary

                                    Laurie D. Collidge
                                    Assistant Secretary



        Investment Objective
        A mutual  fund  designed  to provide a high level of total  return  with
        relative  stability of principal as well as the  secondary  objective of
        high current income  consistent with an investment in securities  issued
        by the United States Treasury.

        INVESTMENT ADVISOR

        ISI Inc.
        717 Fifth Avenue
        New York, NY 10022
        (800) 955-7175

        SHAREHOLDER SERVICING AGENT

        Investment Company Capital Corp.
        P.O. Box 419426
        Kansas City, MO 64141-6426
        (800) 882-8585

        DISTRIBUTOR

        Armata Financial Corp.
        P.O. Box 515
        Baltimore, MD 21203

        ISI Mutual Funds
        717 Fifth Avenue
        New York, NY 10022
        (800) 955-7175




ISI
 INTERNATIONAL STRATEGY AND INVESTMENT


                                      ISI

                                  TOTAL RETURN

                                 U.S. TREASURY

                                  FUND SHARES

                            (A Class of Total Return
                            U.S. Treasury Fund, Inc.)

                                   TREASURIES

                                  ANNUAL REPORT

                                October 31, 1996


<PAGE>

INVESTMENT ADVISOR'S REPORT

     We are  pleased to report on the  progress of your Fund for the fiscal year
ended  October 31, 1996.  In this  year of  volatile  interest  rates,  the Fund
recorded a total return of 3.4%.  From its  inception on August 10, 1988 through
October  31, 1996, the Fund posted a  cumulative  total  return of 98.6%,  which
translates into an average annual total return of 8.7%. These figures assume the
reinvestment of dividends and capital gains distributions and exclude the impact
of any sales charge.

Review of Bond Market During
Fiscal Year 1996

     Bond yields  moved higher  after  hitting  lows in  December.  The volatile
behavior of rates, especially in early 1996, is shown in the graph below.

                            30-Year Treasury Yields

                              [Graph appears here]

                  DATE    YIELD   DATE    YIELD   DATE    YIELD
                  11/ 1   6.679   8/30    7.118   5/31    6.989
                                  8/23    6.955   5/24    6.834
                                  8/16    6.768   5/17    6.833
                                  8/ 9    6.690   5/10    6.928
                                  8/ 2    6.743   5/ 3    7.117

                  10/25   6.815   7/26    7.008   4/26    6.789
                  10/18   6.801   7/19    6.974   4/19    6.786
                  10/11   6.845   7/12    7.030   4/12    6.802
                  10/ 4   6.741   7/ 5    7.192   4/ 5    6.824

                  9/27    6.908   6/28    6.871   3/29    6.667
                  9/20    7.043   6/21    7.096   3/22    6.655
                  9/13    6.948   6/14    7.089   3/15    6.739
                  9/ 6    7.110   6/ 7    7.031   3/ 8    6.712
                                                  3/ 1    6.367
                  2/23    6.405   11/24   6.250
                  2/16    6.243   11/17   6.232
                  2/ 9    6.098   11/10   6.338
                  2/ 2    6.163   11/ 3   6.284

                  1/26    6.044   10/27   6.356
                  1/19    5.974
                  1/12    6.147
                  1/ 5    6.045

                  12/29   5.948
                  12/22   6.064
                  12/15   6.098
                  12/ 8   6.054
                  12/ 1   6.086

Source: Bloomberg Inc.



     As the first calendar quarter  unfolded,  economic growth seemed to pick up
and a balanced  budget  deal  appeared  to wane.  Both of these  factors  caused
interest rates to rise. As we saw this begin to unfold, we moved the Fund's cash
reserves from 21% to 32%. Long-term Treasury rates then remained in the 7% range
from May to September.  During this time of sustained  higher rates, we invested
the Fund's reserves,  dropping them down to 2.7% of assets.  We took this action
because  we  thought  high rates  would  slow the  economy  and be good for bond
prices. Please see the table below for the review of maturity management.

                    Maturity Management for Fiscal Year 1996

 Portfolio Breakdown:       10/31/95          3/31/96          10/31/96
- --------------------------------------------------------------------------------
   2 years or less           21.1%             32.4%             2.7%
   3-10 years                26.5%              --              25.7%
   10-20 years                --               25.2%            24.2%
   20+ years                 52.4%             42.4%            47.4%
 Average Maturity            13.5 yrs.         12.8 yrs.        14.3 yrs.

     As the fiscal year ended, rates began to drop back toward 6.6%. Nervousness
about the elections passed with the return of balancing  political power.  Since
the election,  long-term  Treasury  rates have declined  slightly.  The trend in
rates now seems to be  dominated  again by the upcoming  pace of the economy.  A
detailed review of our outlook follows this letter.

Performance Review

     Treasury interest rates as a whole rose for the fiscal year, and the longer
the maturity, the poorer the total return (see table below).


                            Performance by Maturity
                      (October 31, 1995-October 31, 1996)

 Treasury Maturity      Capital Change       Income         Total Return
- --------------------------------------------------------------------------------
     1-Year                  0.0%              5.5%            +5.5%
     5-Year                 -0.6%              5.8%            +5.2%
    10-Year                 -2.2%              6.3%            +4.1%
    30-Year                 -4.8%              6.4%            +1.6%

                                                                               1


<PAGE>

     With our active management, we moved roughly one-third of the Fund's assets
into reserves as we saw the economy gaining  momentum.  This helped the Fund cut
its capital exposure,  allowing it to outperform long-term Treasuries,  although
it  did  underperform  shorter  maturity  Treasuries.   For  example,  long-term
Treasuries  had a total  return  of 1.6%  for the  fiscal  year,  while  shorter
maturities like the 10-year Treasury had a total return of 4.1%, compared to the
Fund's 3.4% total return.

     We would like to welcome our new  investors to the Fund and thank those who
have been with us for some time. We appreciate your confidence.

Sincerely,


/s/ R. Alan Medaugh
- ---------------------
R. Alan Medaugh
President

November 18, 1996


ECONOMIC OUTLOOK FOR 1997

     Overview

     We expect U.S.  economic  growth to slow to a 1% pace in the fourth quarter
and to remain  slow into  mid-1997.  This would keep  inflation  low as capacity
utilization  falls and the labor  market  cools.  Slow growth  would also be the
catalyst for declining rates and Federal  Reserve  easing.  Near term, we expect
Christmas  sales will be adequate but not strong,  since early price  cutting is
already evident. Please see our forecast table below.


                    96:1Q    96:2Q    96:3Q    96:4Q*   97:1Q*   97:2Q*   97:3Q*
- --------------------------------------------------------------------------------
 Real GDP           2.0%     4.7%     2.2%     1.0%     1.0%     1.0%     3.5%
 GDP Deflator**     2.2%     1.8%     1.6%     2.0%     1.5%     1.5%     2.0%
 30-Year Bond
  Yields***         6.7%     6.9%     6.9%     6.3%     6.0%     5.7%     5.9%
 Fed Funds
  Rate***           5.2%     5.2%     5.2%     5.2%     5.0%     4.8%     4.8%

  *Estimated.
 **A more accurate cost of living barometer than the CPI.
***End of quarter.



Inflation

     Inflation has subsided around the industrial  world. This means that "real"
interest  rates are high so there is room for "nominal"  interest  rates to fall
(see chart on page 3).


2

<PAGE>

ECONOMIC OUTLOOK FOR 1997 (continued)

                          U.S. REAL GOVT. BOND YIELDS
                                   SEP 4.02%

                              [Graph appears here]

                              REAL GOV BOND YIELDS

                                   74:1     -2.12
                                   74:2     -2.54
                                   74:3     -2.41
                                   74:4     -2.06
                                   74:5     -2.57
                                   74:6     -2.76
                                   74:7     -3.28
                                   74:8     -2.29
                                   74:9     -3.35
                                   74:10    -3.47
                                   74:11    -4.21
                                   74:12    -4.19
                                   75:1     -3.87
                                   75:2     -3.50
                                   75:3     -2.47
                                   75:4     -1.83
                                   75:5     -1.04
                                   75:6     -1.14
                                   75:7     -1.36
                                   75:8     -0.12
                                   75:9      0.66
                                   75:10     0.70
                                   75:11     0.90
                                   75:12     1.10
                                   76:1      1.32
                                   76:2      1.76
                                   76:3      1.91
                                   76:4      2.01
                                   76:5      1.92
                                   76:6      2.05
                                   76:7      2.44
                                   76:8      2.19
                                   76:9      2.29
                                   76:10     2.24
                                   76:11     2.58
                                   76:12     2.26
                                   77:1      2.28
                                   77:2      1.56
                                   77:3      1.37
                                   77:4      0.78
                                   77:5      1.06
                                   77:6      0.94
                                   77:7      0.97
                                   77:8      1.05
                                   77:9      1.22
                                   77:10     1.38
                                   77:11     1.14
                                   77:12     1.26
                                   78:1      1.37
                                   78:2      2.01
                                   78:3      1.85
                                   78:4      1.84
                                   78:5      1.29
                                   78:6      1.06
                                   78:7      0.92
                                   78:8      0.61
                                   78:9     -0.01
                                   78:10    -0.26
                                   78:11    -0.12
                                   78:12    -0.11
                                   79:1     -0.31
                                   79:2     -0.84
                                   79:3     -1.22
                                   79:4     -1.41
                                   79:5     -1.51
                                   79:6     -2.16
                                   79:7     -2.52
                                   79:8     -2.86
                                   79:9     -2.71
                                   79:10    -2.22
                                   79:11    -2.29
                                   79:12    -3.13
                                   80:1     -3.27
                                   80:2     -2.03
                                   80:3     -2.25
                                   80:4     -3.19
                                   80:5     -4.07
                                   80:6     -4.46
                                   80:7     -2.91
                                   80:8     -1.89
                                   80:9     -1.43
                                   80:10    -1.04
                                   80:11    -0.26
                                   80:12     0.05
                                   81:1      0.35
                                   81:2      1.41
                                   81:3      2.08
                                   81:4      3.06
                                   81:5      3.81
                                   81:6      3.26
                                   81:7      2.81
                                   81:8      3.35
                                   81:9      3.70
                                   81:10     4.41
                                   81:11     3.77
                                   81:12     4.54
                                   82:1      5.96
                                   82:2      6.61
                                   82:3      6.65
                                   82:4      6.75
                                   82:5      6.33
                                   82:6      6.74
                                   82:7      6.99
                                   82:8      6 81
                                   82:9      7 13
                                   82:10     6.14
                                   82:11     6.06
                                   82:12     6.71
                                   83:1      6.92
                                   83:2      7.40
                                   83:3      7.04
                                   83:4      6.48
                                   83:5      7.09
                                   83:6      8.46
                                   83:7      9.04
                                   83:8      9.36
                                   83:9      8.87
                                   83:10     8.83
                                   83:11     8.59
                                   83:12     8.09
                                   84:1      7.46
                                   84:2      7.26
                                   84:3      7.49
                                   84:4      8.09
                                   84:5      9.09
                                   84:6      9.11
                                   84:7      8.90
                                   84:8      8.24
                                   84:9      8.01
                                   84:10     7.71
                                   84:11     7.41
                                   84:12     7.48
                                   85:1      7.92
                                   85:2      7.86
                                   85:3      8.02
                                   85:4      7.89
                                   85:5      7.48
                                   85:6      6.79
                                   85:7      7.04
                                   85:8      7.21
                                   85:9      7.36
                                   85:10     7.26
                                   85:11     6.55
                                   85:12     5.75
                                   86:1      5.43
                                   86:2      5.73
                                   86:3      5.81
                                   86:4      5.80
                                   86:5      5.84
                                   86:6      5.80
                                   86:7      5.60
                                   86:8      5.75
                                   86:9      5.86
                                   86:10     6.13
                                   86:11     6.24
                                   86:12     6.18
                                   87:1      5.93
                                   87:2      5.54
                                   87:3      4.62
                                   87:4      4.48
                                   87:5      5.02
                                   87:6      4.73
                                   87:7      4.62
                                   87:8      4.59
                                   87:9      5.23
                                   87:10     5.16
                                   87:11     4.33
                                   87:12     4.70
                                   88:1      4.70
                                   88:2      4.59
                                   88:3      4.80
                                   88:4      5.05
                                   88:5      5.25
                                   88:6      5.04
                                   88:7      5.01
                                   88:8      5.30
                                   88:9      4.88
                                   88:10     4.63
                                   88:11     4.78
                                   88:12     4.60
                                   89:1      4.45
                                   89:2      4.28
                                   89:3      4.28
                                   89:4      3.91
                                   89:5      3.56
                                   89:6      3.19
                                   89:7      3.02
                                   89:8      3.41
                                   89:9      3.72
                                   89:10     3.42
                                   89:11     3.33
                                   89:12     3.26
                                   90:1      3.07
                                   90:2      3.24
                                   90:3      3.41
                                   90:4      4.05
                                   90:5      4.37
                                   90:6      3.71
                                   90:7      3.69
                                   90:8      3.16
                                   90:9      2.86
                                   90:10     2.49
                                   90:11     2.27
                                   90:12     1.99
                                   91:1      2.63
                                   91:2      2.72
                                   91:3      3.39
                                   91:4      3.40
                                   91:5      3.24
                                   91:6      3.78
                                   91:7      4.09
                                   91:8      4.34
                                   91:9      4.56
                                   91:10     5.08
                                   91:11     4.86
                                   91:12     4.72
                                   92:1      4.91
                                   92:2      5.11
                                   92:3      4.78
                                   92:4      4.78
                                   92:5      4.87
                                   92:6      4.75
                                   92:7      4.44
                                   92:8      4.32
                                   92:9      4.35
                                   92:10     4.25
                                   92:11     4.49
                                   92:12     4.48
                                   93:1      4.16
                                   93:2      3.77
                                   93:3      3.73
                                   93:4      3.70
                                   93:5      3.70
                                   93:6      3.89
                                   93:7      3.79
                                   93:8      3.48
                                   93:9      3.24
                                   93:10     3.19
                                   93:11     3.54
                                   93:12     3.51
                                   94:1      3.77
                                   94:2      4.05
                                   94:3      4.40
                                   94:4      4.91
                                   94:5      5.12
                                   94:6      4.84
                                   94:7      4.81
                                   94:8      4.59
                                   94:9      4.75
                                   94:10     5.33
                                   94:11     5.41
                                   94:12     5.20
                                   95:1      4.98
                                   95:2      4.75
                                   95:3      4.59
                                   95:4      4.31
                                   95:5      3.83
                                   95:6      3.53
                                   95:7      3.96
                                   95:8      4.24
                                   95:9      4.01
                                   95:10     3.56
                                   95:11     3.66
                                   95:12     3.46
                                   96:1      3.33
                                   96:2      3.52
                                   96:3      3.76
                                   96:4      3.89
                                   96:5      3.97
                                   96:6      4.31
                                   96:7      4.08
                                   96:8      3.96
                                   96:9      4.03
                                   96:10     3.82
                                   96:11     NA
                                   96:12     NA

Source: ISI Inc.


     The major forces behind the decline of inflation are:

     (bullet) Global Competition
     (bullet) Technology
     (bullet) Demographics


     The opening up of world trade has meant new plants can be built in low-wage
areas and the products can be exported to high-wage  home markets.  As a result,
pressure on U.S. real wages and a drive for corporate efficiency have marked the
last 10  years.  The  declining  cost of  technology  has also  been a factor in
boosting  capital  spending and lowering the world  inflation  rate.  Technology
represents a growing  section of the overall  economy,  so the percentage of the
U.S. economy experiencing  deflation has grown over the last 10 years.  Finally,
baby  boomers  have  reached  the age  when  they  are  beginning  to  save  for
retirement. This change from consumption to savings is an important shift in the
economy.



Reduced Government Spending
     Growth in federal outlays has been declining since the mid-1980s.  The past
five years have seen an unusually low growth rate of 3.3% (see chart below).


                             FEDERAL OUTLAYS Y/Y %
                              5 Yr. Avg. 1996 3.3%

                              [Graph appears here]

                                 68:1    14.6
                                 69:1    14.6
                                 70:1    15.8
                                 71:1    13.8
                                 72:1    11.7
                                 73:1     7.3
                                 74:1     8.1
                                 75:1    11.4
                                 76:1    11.7
                                 77:1    11.7
                                 78:1    12.2
                                 79:1    12.4
                                 80:1    11.1
                                 81:1    12.4
                                 82:1    12.6
                                 83:1    12.0
                                 84:1    11.3
                                 85:1    10.2
                                 86:1     8.4
                                 87:1     6.6
                                 88:1     5.8
                                 89:1     6.2
                                 90:1     6.0
                                 91:1     6.0
                                 92:1     6.5
                                 93:1     6.0
                                 94:1     5.0
                                 95:1     4.0
                                 96:1     3.3

Source: ISI Inc.



     The risk of a  Presidential  landslide  vote that would have put  Democrats
back in control of Congress has passed,  and the prospects of spending  controls
on  entitlements  without  large  tax cuts are  back in  place.  The 3% level on
outlays  would  bring  the  budget  into  balance  by  2000 if we  don't  have a
recession.  The  pressure  on the  capital  markets  from  a  large  and  rising
government  deficit has passed, so the growth in overall credit demand has moved
down to a modest 5% pace.  Because  government  spending is over 25% of the GDP,
slow growth here holds down overall  growth.  Similar  constraints on government
spending in Europe places a "fiscal drag" there as well.

                                                                               3

<PAGE>

ECONOMIC OUTLOOK FOR 1997 (concluded)

High Federal Funds Policy

     The Federal  Reserve moved its key short-term rate up from 3% to 6% in 1993
and 1994.  In 1995,  the Fed  trimmed  this rate a bit to 5.25%.  Inflation,  as
measured by the Consumption Price Deflator, has recently dipped below 2% but the
Fed has  maintained  a 5.25% Fed Funds  rate.  This high rate  policy has caused
growth in two key areas of the economy to stall. Real construction  spending and
vehicle  sales have both seen little growth since 1994.  The policy  emphasis on
fighting  inflation  has  encouraged  long-term  rates  to  fall  recently.  The
flattening  of the yield  curve  implies  weak  economic  growth  because  of no
monetary stimulus. In part, the modest 125 basis point (1.25%) yield gap between
the Fed Funds rate and long-term  Treasury bonds indicates only 1% real economic
growth lies ahead. It has also caused investors to build up their short maturity
investments,  with individual investors currently building a $1.5 trillion money
mountain.  If slow  economic  growth  allowed the Fed to cut money  market rates
there might well be a great deal of investment activity in longer maturity notes
and bonds (see the Money Mountain #2 graph below).


                         SMALL CDS + MONEY MARKET FUNDS
                                 Oct 28 $1457.8

                              [Graph appears here]

                                MONEY MOUNTAIN

                            07 JAN 85       1,060.8
                            14 JAN 85       1,061.3
                            21 JAN 85       1,061.2
                            28 JAN 85       1,060.5
                            04 FEB 85       1,059.2
                            11 FEB 85       1,058.7
                            18 FEB 85       1,059.2
                            25 FEB 85       1,058.2
                            04 MAR 85       1,057.9
                            11 MAR 85       1,058.1
                            18 MAR 85       1,058.4
                            25 MAR 85       1,060.0
                            01 APR 85       1,061.9
                            08 APR 85       1,060.9
                            15 APR 85       1,059.7
                            22 APR 85       1,062.2
                            29 APR 85       1,062.3
                            06 MAY 85       1,062.4
                            13 MAY 85       1,063.0
                            20 MAY 85       1,064.0
                            27 MAY 85       1,064.2
                            03 JUN 85       1,065.3
                            10 JUN 85       1,066.1
                            17 JUN 85       1,067.1
                            24 JUN 85       1,069.4
                            01 JUL 85       1,069.8
                            08 JUL 85       1,067.6
                            15 JUL 85       1,066.8
                            22 JUL 85       1,065.2
                            29 JUL 85       1,064.1
                            05 AUG 85       1,063.5
                            12 AUG 85       1,063.8
                            19 AUG 85       1,063.0
                            26 AUG 85       1,061.9
                            02 SEP 85       1,062.2
                            09 SEP 85       1,061.2
                            16 SEP 85       1,061.1
                            23 SEP 85       1,061.2
                            30 SEP 85       1,062.6
                            07 OCT 85       1,062.3
                            14 OCT 85       1,061.7
                            21 OCT 85       1,061.0
                            28 OCT 85       1,060.1
                            04 NOV 85       1,059.6
                            11 NOV 85       1,059.9
                            18 NOV 85       1,059.7
                            25 NOV 85       1,060.5
                            02 DEC 85       1,061.7
                            09 DEC 85       1,062.8
                            16 DEC 85       1,063.0
                            23 DEC 85       1,064.4
                            30 DEC 85       1,064.7
                            06 JAN 86       1,066.9
                            13 JAN 86       1,068.0
                            20 JAN 86       1,069.1
                            27 JAN 86       1,071.4
                            03 FEB 86       1,071.8
                            10 FEB 86       1,072.3
                            17 FEB 86       1,073.3
                            24 FEB 86       1,073.1
                            03 MAR 86       1,074.9
                            10 MAR 86       1,077.4
                            17 MAR 86       1,079.8
                            24 MAR 86       1,081.9
                            31 MAR 86       1,086.0
                            07 APR 86       1,085.8
                            14 APR 86       1,087.7
                            21 APR 86       1,087.8
                            28 APR 86       1,088.0
                            05 MAY 86       1,087.7
                            12 MAY 86       1,088.8
                            19 MAY 86       1,088.5
                            26 MAY 86       1,088.3
                            02 JUN 86       1,087.3
                            09 JUN 86       1,086.4
                            16 JUN 86       1,086.9
                            23 JUN 86       1,088.4
                            30 JUN 86       1,087.7
                            07 JUL 86       1,087.9
                            14 JUL 86       1,087.5
                            21 JUL 86       1,087.9
                            28 JUL 86       1,087.6
                            04 AUG 86       1,087.5
                            11 AUG 86       1,087.7
                            18 AUG 86       1,085.2
                            25 AUG 86       1,083.7
                            01 SEP 86       1,083.1
                            08 SEP 86       1,082.6
                            15 SEP 86       1,082.7
                            22 SEP 86       1,084.9
                            29 SEP 86       1,086.1
                            06 OCT 86       1,085.0
                            13 OCT 86       1,083.0
                            20 OCT 86       1,080.6
                            27 OCT 86       1,079.0
                            03 NOV 86       1,076.9
                            10 NOV 86       1,073.4
                            17 NOV 86       1,072.3
                            24 NOV 86       1,071.8
                            01 DEC 86       1,070.0
                            08 DEC 86       1,068.6
                            15 DEC 86       1,069.0
                            22 DEC 86       1,070.2
                            29 DEC 86       1,069.9
                            05 JAN 87       1,071.8
                            12 JAN 87       1,070.7
                            19 JAN 87       1,067.7
                            26 JAN 87       1,066.4
                            02 FEB 87       1,064.8
                            09 FEB 87       1,064.7
                            16 FEB 87       1,065.2
                            23 FEB 87       1,063.3
                            02 MAR 87       1,062.6
                            09 MAR 87       1,062.4
                            16 MAR 87       1,061.9
                            23 MAR 87       1,060.7
                            30 MAR 87       1,060.8
                            06 APR 87       1,059.0
                            13 APR 87       1,058.1
                            20 APR 87       1,058.7
                            27 APR 87       1,058.4
                            04 MAY 87       1,058.9
                            11 MAY 87       1,058.4
                            18 MAY 87       1,058.3
                            25 MAY 87       1,060.7
                            01 JUN 87       1,063.5
                            08 JUN 87       1,067.2
                            15 JUN 87       1,067.4
                            22 JUN 87       1,068.6
                            29 JUN 87       1,070.1
                            06 JUL 87       1,073.9
                            13 JUL 87       1,075.8
                            20 JUL 87       1,076.9
                            27 JUL 87       1,079.3
                            03 AUG 87       1,082.3
                            10 AUG 87       1,085.5
                            17 AUG 87       1,087.5
                            24 AUG 87       1,089.2
                            31 AUG 87       1,090.7
                            07 SEP 87       1,094.4
                            14 SEP 87       1,097.7
                            21 SEP 87       1,099.9
                            28 SEP 87       1,100.9
                            05 OCT 87       1,103.8
                            12 OCT 87       1,107.2
                            19 OCT 87       1,110.6
                            26 OCT 87       1,119.3
                            02 NOV 87       1,123.2
                            09 NOV 87       1,128.0
                            16 NOV 87       1,132.2
                            23 NOV 87       1,135.3
                            30 NOV 87       1,137.1
                            07 DEC 87       1,141.4
                            14 DEC 87       1,145.4
                            21 DEC 87       1,149.2
                            28 DEC 87       1,150.6
                            04 JAN 88       1,152.7
                            11 JAN 88       1,157.0
                            18 JAN 88       1,162.6
                            25 JAN 88       1,167.4
                            01 FEB 88       1,174.1
                            08 FEB 88       1,177.7
                            15 FEB 88       1,182.6
                            22 FEB 88       1,185.8
                            29 FEB 88       1,188.5
                            07 MAR 88       1,191.6
                            14 MAR 88       1,194.1
                            21 MAR 88       1,197.4
                            28 MAR 88       1,199.6
                            04 APR 88       1,202.0
                            11 APR 88       1,204.9
                            18 APR 88       1,206.1
                            25 APR 88       1,207.9
                            02 MAY 88       1,209.1
                            09 MAY 88       1,210.6
                            16 MAY 88       1,212.5
                            23 MAY 88       1,214.4
                            30 MAY 88       1,215.4
                            06 JUN 88       1,214.5
                            13 JUN 88       1,214.0
                            20 JUN 88       1,215.0
                            27 JUN 88       1,217.6
                            04 JUL 88       1,218.6
                            11 JUL 88       1,221.0
                            18 JUL 88       1,222.9
                            25 JUL 88       1,224.2
                            01 AUG 88       1,226.3
                            08 AUG 88       1,227.2
                            15 AUG 88       1,229.8
                            22 AUG 88       1,233.5
                            29 AUG 88       1,235.3
                            05 SEP 88       1,238.1
                            12 SEP 88       1,240.9
                            19 SEP 88       1,244.3
                            26 SEP 88       1,247.2
                            03 OCT 88       1,252.0
                            10 OCT 88       1,254.7
                            17 OCT 88       1,257.6
                            24 OCT 88       1,260.6
                            31 OCT 88       1,262.8
                            07 NOV 88       1,267.2
                            14 NOV 88       1,270.8
                            21 NOV 88       1,275.0
                            28 NOV 88       1,277.5
                            05 DEC 88       1,279.0
                            12 DEC 88       1,281.7
                            19 DEC 88       1,284.5
                            26 DEC 88       1,286.9
                            02 JAN 89       1,291.1
                            09 JAN 89       1,293.7
                            16 JAN 89       1,298.0
                            23 JAN 89       1,301.2
                            30 JAN 89       1,304.9
                            06 FEB 89       1,307.5
                            13 FEB 89       1,310.8
                            20 FEB 89       1,315.8
                            27 FEB 89       1,318.2
                            06 MAR 89       1,324.2
                            13 MAR 89       1,328.0
                            20 MAR 89       1,332.4
                            27 MAR 89       1,337.4
                            03 APR 89       1,343.3
                            10 APR 89       1,349.1
                            17 APR 89       1,354.4
                            24 APR 89       1,360.0
                            01 MAY 89       1,365.2
                            08 MAY 89       1,371.0
                            15 MAY 89       1,378.0
                            22 MAY 89       1,384.9
                            29 MAY 89       1,388.0
                            05 JUN 89       1,392.8
                            12 JUN 89       1,398.1
                            19 JUN 89       1,403.0
                            26 JUN 89       1,407.3
                            03 JUL 89       1,411.5
                            10 JUL 89       1,417.2
                            17 JUL 89       1,419.9
                            24 JUL 89       1,422.8
                            31 JUL 89       1,426.0
                            07 AUG 89       1,431.2
                            14 AUG 89       1,434.7
                            21 AUG 89       1,438.4
                            28 AUG 89       1,441.1
                            04 SEP 89       1,443.6
                            11 SEP 89       1,445.4
                            18 SEP 89       1,448.3
                            25 SEP 89       1,451.2
                            02 OCT 89       1,454.5
                            09 OCT 89       1,455.7
                            16 OCT 89       1,456.7
                            23 OCT 89       1,461.2
                            30 OCT 89       1,462.9
                            06 NOV 89       1,465.7
                            13 NOV 89       1,468.6
                            20 NOV 89       1,468.6
                            27 NOV 89       1,470.2
                            04 DEC 89       1,472.9
                            11 DEC 89       1,474.2
                            18 DEC 89       1,475.3
                            25 DEC 89       1,478.1
                            01 JAN 90       1,479.3
                            08 JAN 90       1,480.7
                            15 JAN 90       1,479.8
                            22 JAN 90       1,478.8
                            29 JAN 90       1,480.8
                            05 FEB 90       1,483.3
                            12 FEB 90       1,484.6
                            19 FEB 90       1,485.0
                            26 FEB 90       1,487.0
                            05 MAR 90       1,485.9
                            12 MAR 90       1,488.1
                            19 MAR 90       1,489.0
                            26 MAR 90       1,491.1
                            02 APR 90       1,493.1
                            09 APR 90       1,493.6
                            16 APR 90       1,492.6
                            23 APR 90       1,494.6
                            30 APR 90       1,496.4
                            07 MAY 90       1,496.4
                            14 MAY 90       1,496.2
                            21 MAY 90       1,492.8
                            28 MAY 90       1,493.1
                            04 JUN 90       1,496.1
                            11 JUN 90       1,496.4
                            18 JUN 90       1,501.5
                            25 JUN 90       1,501.7
                            02 JUL 90       1,503.9
                            09 JUL 90       1,504.0
                            16 JUL 90       1,505.2
                            23 JUL 90       1,506.2
                            30 JUL 90       1,509.0
                            06 AUG 90       1,510.3
                            13 AUG 90       1,514.6
                            20 AUG 90       1,514.3
                            27 AUG 90       1,518.0
                            03 SEP 90       1,520.0
                            10 SEP 90       1,520.4
                            17 SEP 90       1,520.8
                            24 SEP 90       1,521.8
                            01 OCT 90       1,524.7
                            08 OCT 90       1,526.4
                            15 OCT 90       1,526.1
                            22 OCT 90       1,526.9
                            29 OCT 90       1,527.0
                            05 NOV 90       1,526.4
                            12 NOV 90       1,527.6
                            19 NOV 90       1,526.7
                            26 NOV 90       1,528.3
                            03 DEC 90       1,530.2
                            10 DEC 90       1,530.8
                            17 DEC 90       1,531.2
                            24 DEC 90       1,533.5
                            31 DEC 90       1,536.3
                            07 JAN 91       1,538.1
                            14 JAN 91       1,541.1
                            21 JAN 91       1,543.6
                            28 JAN 91       1,545.4
                            04 FEB 91       1,546.0
                            11 FEB 91       1,546.7
                            18 FEB 91       1,545.1
                            25 FEB 91       1,548.0
                            04 MAR 91       1,548.0
                            11 MAR 91       1,546.6
                            18 MAR 91       1,546.6
                            25 MAR 91       1,546.8
                            01 APR 91       1,544.5
                            08 APR 91       1,544.1
                            15 APR 91       1,541.3
                            22 APR 91       1,540.1
                            29 APR 91       1,536.8
                            06 MAY 91       1,534.6
                            13 MAY 91       1,533.3
                            20 MAY 91       1,530.2
                            27 MAY 91       1,527.4
                            03 JUN 91       1,524.8
                            10 JUN 91       1,521.5
                            17 JUN 91       1,520.1
                            24 JUN 91       1,518.4
                            01 JUL 91       1,517.4
                            08 JUL 91       1,514.5
                            15 JUL 91       1,511.5
                            22 JUL 91       1,508.8
                            29 JUL 91       1,504.1
                            05 AUG 91       1,499.7
                            12 AUG 91       1,498.4
                            19 AUG 91       1,495.4
                            26 AUG 91       1,494.5
                            02 SEP 91       1,491.5
                            09 SEP 91       1,489.0
                            16 SEP 91       1,487.0
                            23 SEP 91       1,483.9
                            30 SEP 91       1,479.4
                            07 OCT 91       1,475.7
                            14 OCT 91       1,473.7
                            21 OCT 91       1,470.9
                            28 OCT 91       1,466.3
                            04 NOV 91       1,460.7
                            11 NOV 91       1,460.3
                            18 NOV 91       1,456.1
                            25 NOV 91       1,454.1
                            02 DEC 91       1,450.1
                            09 DEC 91       1,446.8
                            16 DEC 91       1,446.5
                            23 DEC 91       1,438.9
                            30 DEC 91       1,433.5
                            06 JAN 92       1,426.8
                            13 JAN 92       1,419.8
                            20 JAN 92       1,415.4
                            27 JAN 92       1,413.1
                            03 FEB 92       1,408.4
                            10 FEB 92       1,402.8
                            17 FEB 92       1,398.3
                            24 FEB 92       1,395.1
                            02 MAR 92       1,391.3
                            09 MAR 92       1,383.2
                            16 MAR 92       1,376.8
                            23 MAR 92       1,372.0
                            30 MAR 92       1,365.8
                            06 APR 92       1,359.6
                            13 APR 92       1,356.0
                            20 APR 92       1,351.4
                            27 APR 92       1,346.3
                            04 MAY 92       1,342.7
                            11 MAY 92       1,338.3
                            18 MAY 92       1,332.8
                            25 MAY 92       1,329.1
                            01 JUN 92       1,327.3
                            08 JUN 92       1,324.2
                            15 JUN 92       1,320.3
                            22 JUN 92       1,317.5
                            29 JUN 92       1,313.5
                            06 JUL 92       1,308.7
                            13 JUL 92       1,305.8
                            20 JUL 92       1,300.8
                            27 JUL 92       1,297.1
                            03 AUG 92       1,293.7
                            10 AUG 92       1,288.5
                            17 AUG 92       1,286.6
                            24 AUG 92       1,284.2
                            31 AUG 92       1,283.5
                            07 SEP 92       1,277.6
                            14 SEP 92       1,274.1
                            21 SEP 92       1,268.1
                            28 SEP 92       1,265.1
                            05 OCT 92       1,258.9
                            12 OCT 92       1,261.3
                            19 OCT 92       1,258.8
                            26 OCT 92       1,254.9
                            02 NOV 92       1,252.2
                            09 NOV 92       1,245.5
                            16 NOV 92       1,240.4
                            23 NOV 92       1,236.9
                            30 NOV 92       1,236.3
                            07 DEC 92       1,233.2
                            14 DEC 92       1,228.5
                            21 DEC 92       1,226.5
                            28 DEC 92       1,223.0
                            04 JAN 93       1,222.0
                            11 JAN 93       1,220.8
                            18 JAN 93       1,217.9
                            25 JAN 93       1,214.3
                            01 FEB 93       1,210.9
                            08 FEB 93       1,208.4
                            15 FEB 93       1,206.2
                            22 FEB 93       1,206.8
                            01 MAR 93       1,205.1
                            08 MAR 93       1,204.1
                            15 MAR 93       1,201.5
                            22 MAR 93       1,199.5
                            29 MAR 93       1,197.4
                            05 APR 93       1,192.8
                            12 APR 93       1,193.2
                            19 APR 93       1,190.9
                            26 APR 93       1,189.4
                            03 MAY 93       1,189.2
                            10 MAY 93       1,187.8
                            17 MAY 93       1,185.0
                            24 MAY 93       1,186.0
                            31 MAY 93       1,184.4
                            07 JUN 93       1,182.8
                            14 JUN 93       1,180.7
                            21 JUN 93       1,177.5
                            28 JUN 93       1,173.1
                            05 JUL 93       1,170.0
                            12 JUL 93       1,168.8
                            19 JUL 93       1,168.4
                            26 JUL 93       1,165.8
                            02 AUG 93       1,165.0
                            09 AUG 93       1,161.4
                            16 AUG 93       1,159.6
                            23 AUG 93       1,160.0
                            30 AUG 93       1,157.0
                            06 SEP 93       1,155.5
                            13 SEP 93       1,157.3
                            20 SEP 93       1,154.8
                            27 SEP 93       1,155.1
                            04 OCT 93       1,153.0
                            11 OCT 93       1,152.3
                            18 OCT 93       1,149.5
                            25 OCT 93       1,149.2
                            01 NOV 93       1,150.0
                            08 NOV 93       1,148.4
                            15 NOV 93       1,148.4
                            22 NOV 93       1,151.5
                            29 NOV 93       1,148.8
                            06 DEC 93       1,147.9
                            13 DEC 93       1,148.4
                            20 DEC 93       1,146.5
                            27 DEC 93       1,144.9
                            03 JAN 94       1,144.8
                            10 JAN 94       1,145.2
                            17 JAN 94       1,144.2
                            24 JAN 94       1,141.4
                            31 JAN 94       1,139.1
                            07 FEB 94       1,138.0
                            14 FEB 94       1,137.8
                            21 FEB 94       1,136.6
                            28 FEB 94       1,136.2
                            07 MAR 94       1,136.6
                            14 MAR 94       1,137.4
                            21 MAR 94       1,137.5
                            28 MAR 94       1,135.1
                            04 APR 94       1,135.0
                            11 APR 94       1,142.4
                            18 APR 94       1,142.7
                            25 APR 94       1,144.5
                            02 MAY 94       1,145.1
                            09 MAY 94       1,145.2
                            16 MAY 94       1,145.9
                            23 MAY 94       1,147.0
                            30 MAY 94       1,142.7
                            06 JUN 94       1,142.0
                            13 JUN 94       1,142.8
                            20 JUN 94       1,141.1
                            27 JUN 94       1,142.6
                            04 JUL 94       1,144.9
                            11 JUL 94       1,148.8
                            18 JUL 94       1,150.8
                            25 JUL 94       1,151.9
                            01 AUG 94       1,153.5
                            08 AUG 94       1,155.5
                            15 AUG 94       1,157.1
                            22 AUG 94       1,159.2
                            29 AUG 94       1,156.3
                            05 SEP 94       1,157.5
                            12 SEP 94       1,163.3
                            19 SEP 94       1,166.1
                            26 SEP 94       1,168.0
                            03 OCT 94       1,170.8
                            10 OCT 94       1,175.7
                            17 OCT 94       1,178.5
                            24 OCT 94       1,180.9
                            31 OCT 94       1,184.6
                            07 NOV 94       1,188.1
                            14 NOV 94       1,192.9
                            21 NOV 94       1,197.2
                            28 NOV 94       1,199.3
                            05 DEC 94       1,204.1
                            12 DEC 94       1,209.4
                            19 DEC 94       1,211.8
                            26 DEC 94       1,215.0
                            02 JAN 95       1,218.2
                            09 JAN 95       1,223.5
                            16 JAN 95       1,230.0
                            23 JAN 95       1,235.1
                            30 JAN 95       1,239.5
                            06 FEB 95       1,242.8
                            13 FEB 95       1,248.7
                            20 FEB 95       1,252.4
                            27 FEB 95       1,260.1
                            06 MAR 95       1,262.0
                            13 MAR 95       1,271.7
                            20 MAR 95       1,274.9
                            27 MAR 95       1,279.7
                            03 APR 95       1,283.5
                            10 APR 95       1,290.6
                            17 APR 95       1,294.1
                            24 APR 95       1,298.6
                            01 MAY 95       1,301.7
                            08 MAY 95       1,307.5
                            15 MAY 95       1,311.8
                            22 MAY 95       1,320.4
                            29 MAY 95       1,323.7
                            05 JUN 95       1,330.4
                            12 JUN 95       1,338.7
                            19 JUN 95       1,342.4
                            26 JUN 95       1,345.0
                            03 JUL 95       1,350.1
                            10 JUL 95       1,354.4
                            17 JUL 95       1,358.4
                            24 JUL 95       1,364.3
                            31 JUL 95       1,366.3
                            07 AUG 95       1,371.3
                            14 AUG 95       1,373.8
                            21 AUG 95       1,377.5
                            28 AUG 95       1,379.0
                            04 SEP 95       1,384.0
                            11 SEP 95       1,385.5
                            18 SEP 95       1,386.7
                            25 SEP 95       1,386.3
                            02 OCT 95       1,389.0
                            09 OCT 95       1,392.1
                            16 OCT 95       1,393.2
                            23 OCT 95       1,395.3
                            30 OCT 95       1,397.1
                            06 NOV 95       1,399.5
                            13 NOV 95       1,403.1
                            20 NOV 95       1,403.9
                            27 NOV 95       1,406.5
                            04 DEC 95       1,407.3
                            11 DEC 95       1,409.2
                            18 DEC 95       1,411.6
                            25 DEC 95       1,412.9
                            01 JAN 96       1,412.3
                            08 JAN 96       1,401.4
                            15 JAN 96       1,408.6
                            22 JAN 96       1,404.0
                            29 JAN 96       1,403.4
                            05 FEB 96       1,400.6
                            12 FEB 96       1,405.2
                            19 FEB 96       1,407.8
                            26 FEB 96       1,415.9
                            04 MAR 96       1,414.6
                            11 MAR 96       1,414.2
                            18 MAR 96       1,416.4
                            25 MAR 96       1,414.6
                            01 APR 96       1,414.3
                            08 APR 96       1,414.3
                            15 APR 96       1,416.8
                            22 APR 96       1,417.9
                            29 APR 96       1,413.1
                            06 MAY 96       1,413.6
                            13 MAY 96       1,420.1
                            20 MAY 96       1,415.0
                            27 MAY 96       1,412.9
                            03 JUN 96       1,419.8
                            10 JUN 96       1,423.0
                            17 JUN 96       1,426.4
                            24 JUN 96       1,425.6
                            01 JUL 96       1,424.4
                            08 JUL 96       1,429.7
                            15 JUL 96       1,429.4
                            22 JUL 96       1,434.1
                            29 JUL 96       1,434.2
                            05 AUG 96       1,424.4
                            12 AUG 96       1,428.2
                            19 AUG 96       1,431.9
                            26 AUG 96       1,433.8
                            02 SEP 96       1,435.5
                            09 SEP 96       1,440.2
                            16 SEP 96       1,443.8
                            23 SEP 96       1,441.6
                            30 SEP 96       1,441.8
                            07 OCT 96       1,445.2
                            14 OCT 96       1,450.2
                            21 OCT 96       1,452.7
                            28 OCT 96       1,457.7
                            04 NOV 96       1,458.7

Source: ISI Inc.



4

<PAGE>

ADDITIONAL PERFORMANCE INFORMATION

     The shareholder letter included in this report contains statistics designed
to help you  evaluate  the  performance  of your Fund's  management.  To further
assist in this evaluation, the Securities and Exchange Commission (SEC) requires
that  we  include,  on an  annual  basis,  a line  graph  comparing  the  Fund's
performance to that of an appropriate  market index. This graph must measure the
growth of a $10,000 hypothetical  investment from the Fund's inception on August
10, 1988 through the most recent fiscal  year-end and must reflect the impact of
the Fund's total  expenses  and its  currently  effective  4.45%  maximum  sales
charge.

     While the following chart is required by SEC rules, such comparisons are of
limited  utility  since the indices shown are not adjusted for sales charges and
ongoing management,  distribution and operating expenses applicable to the Fund.
An investor who wished to replicate the total return of these indices would have
had to own the securities that they represent.  Acquiring these securities would
require a  considerable  amount of money and would incur  expenses  that are not
reflected in the index results.

     The SEC also requires that we report the Fund's total returns, according to
a standardized formula, for various time  periods  through  the  end of the most
recent  calendar  quarter.  The SEC total  return  figures  differ from those we
reported  because  the  time  periods  may  be  different  and  because  the SEC
calculation includes the impact of the currently effective maximum sales charge.
These total returns correspond to those experienced by  individual  shareholders
only if their shares were purchased on the first day of each time period and the
maximum sales charge was paid. Any performance figures shown  are for  the  full
period  indicated.  Since investment return and principal value will  fluctuate,
an  investor's  shares  may be worth  more or less than their original cost when
redeemed.

- --------------------------------------------------------------------------------
                          AVERAGE ANNUAL TOTAL RETURN*
                                                 % Return with
  Periods ended 9/30/96:                        Sales Charge**
- --------------------------------------------------------------------------------
  One Year                                           -2.05%

  Five Years                                          6.41%

  Since Inception (8/10/88)                           7.79%



                    CHANGE IN VALUE OF A $10,000 INVESTMENT*
                        August 10, 1988-October 31, 1996

                              [Graph appears here]

                            Lehman Brothers                  Lehman Brothers
        ISI Total Return     Intermediate   Lehman Brothers      Long-Term
       U.S. Treasury Fund   Treasury Index   Treasury Index    Treasury Index
 8/86        9,555            10,000            10,000            10,000
10/88        9,852            10,313            10,407            10,685
10/89        11,021           11,388            11,676            12,493
10/90        11,178           12,266            12,345            12,592
10/91        12,954           13,889            14,140            14,876
10/92        14,116           15,268            15,608            16,593
10/93        16,564           16,685            17,659            20,526
10/94        15,534           16,400            16,871            18,143
10/95        18,344           18,329            19,464            23,016
10/96        18,975           19,359            20,449            23,810

 * These  figures  assume  the  reinvestment  of  dividends  and  capital  gains
distributions.  The Lehman  Brothers  indices  listed above are  unmanaged.  The
Intermediate  Index and the  Long-Term  Index  reflect the  performance  of U.S.
Treasury securities in their respective sectors. The Treasury Index is more of a
general index in that it reflects the performance of all public  obligations and
does not focus on any one  particular  segment.  Management  is not aware of any
single index that is truly  representative of the Fund since its active maturity
management  policy  allows the manager to adjust the weighted  average  maturity
throughout each U.S.  Treasury  sector.  Currently,  the Fund's weighted average
maturity is  approximately  14.3 years.  Past performance is not an indicator of
future results.
** Assumes maximum sales charge of 4.45%.

                                                                               5

<PAGE>

TOTAL RETURN U.S. TREASURY FUND, INC.

Statement of Net Assets                                         October 31, 1996

<TABLE>
<CAPTION>

                                      Maturity                    Par                     Value
Interest Rate                           Date                     (000)                  (Note A)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
U.S. TREASURY BONDS - 76.7%
            10.000%                     5/15/10                 $14,000                $ 17,250,632
            12.000                      8/15/13                  20,500                  29,548,823
            11.750                     11/15/14                  36,000                  52,166,268
             7.500                     11/15/16                  47,000                  51,002,332
             9.000                     11/15/18                  69,750                  87,765,099
             8.875                      2/15/19                  10,000                  12,448,440
             8.750                      8/15/20                   7,000                   8,648,283
                                                                                       ------------
  Total U.S. Treasury Bonds
    (Cost $268,955,232)                                                                 258,829,877
                                                                                       ------------
U.S. TREASURY NOTES - 6.0%
             6.375                      9/30/01                  20,000                  20,243,760
                                                                                       ------------
 Total U.S. Treasury Notes
    (Cost $20,193,564)                                                                   20,243,760
                                                                                       ------------
ZERO COUPON U.S. TREASURY BONDS (S.T.R.I.P.S.) - 14.6%
             5.770*                    11/15/98                  55,200                  49,167,358
                                                                                       ------------
 Total U.S. Treasury S.T.R.I.P.S.
    (Cost $49,141,770)                                                                   49,167,358
                                                                                       ------------
REPURCHASE AGREEMENTS - 1.2%
   Goldman Sachs & Co., 5.45%
   Dated 10/31/96, to be repurchased on 11/1/96,
   collateralized by U.S. Treasury Bonds with a
   market value of $4,035,255.
    (Cost $3,955,000)                                             3,955                  3,955,000
                                                                                       ------------
Total Investments in Securities - 98.5%
    (Cost $342,245,566)**                                                               332,195,995
Other Assets in Excess of Liabilities, Net - 1.5%                                         5,204,312
                                                                                       ------------
Net Assets - 100.0%                                                                    $337,400,307
                                                                                       ============
</TABLE>

6

<PAGE>

TOTAL RETURN U.S. TREASURY FUND, INC.

Statement of Net Assets (concluded)                             October 31, 1996

                                                              Value
                                                             (Note A)
- --------------------------------------------------------------------------------
Net Asset Value and Redemption Price Per:
  ISI Class Share
    ($193,486,009 / 19,676,205 shares outstanding)            $ 9.83
                                                              ======
  Flag Investors Class A Share
    ($143,791,212 / 14,628,079 shares outstanding)            $ 9.83
                                                              ======
  Flag Investors Class B Share
    ($123,086 / 12,494 shares outstanding)                    $ 9.85
                                                              ======
Maximum Offering Price Per:
  ISI Class Share
    ($9.83 / .9555)                                           $10.29
                                                              ======
  Flag Investors Class A Share
    ($9.83 / .955)                                            $10.29
                                                              ======
  Flag Investors Class B Share                                $ 9.85
                                                              ======
- --------------------------------------------------------------------------------

 * Yield as of October 31, 1996.
** Also aggregate cost for federal tax purposes.
See Notes to Financial Statements.

                                                                               7

<PAGE>

TOTAL RETURN U.S. TREASURY FUND, INC.

Statement of Operations                      For the Year Ended October 31, 1996

<TABLE>

- -------------------------------------------------------------------------------------
<S> <C>
INVESTMENT INCOME (NOTE A):
     Interest                                                            $ 22,809,288
                                                                         ------------
EXPENSES:
     Investment advisory fee (Note B)                                         953,088
     Distribution fee (Note B)                                                878,283
     Administration fee (Note B)                                              419,655
     Transfer agent fee (Note B)                                              230,210
     Accounting fee (Note B)                                                   92,694
     Printing andpostage                                                       69,069
     Legal                                                                     41,257
     Custodian fee                                                             37,605
     Registration fee                                                          35,190
     Audit                                                                     27,065
     Miscellaneous                                                             25,790
     Directors' fees                                                           23,577
     Insurance                                                                 11,763
                                                                         ------------
       Total expenses                                                       2,845,246
                                                                         ------------
       Net investment income                                               19,964,042
                                                                         ------------
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS:
     Net realized gain from security transactions                           3,072,425
     Change in unrealized appreciation or depreciation of investments     (11,517,095)
                                                                         ------------
     Net loss on investments                                               (8,444,670)
                                                                         ------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                     $ 11,519,372
                                                                         ============
- --------------------------------------------------------------------------------------------
</TABLE>

See Notes to Financial Statements.


8

<PAGE>

TOTAL RETURN U.S. TREASURY FUND, INC.

Statements of Changes in Net Assets

<TABLE>
<CAPTION>

                                                                   For the Year Ended October 31,
                                                                 -----------------------------------
                                                                    1996                1995
- ----------------------------------------------------------------------------------------------------
<S> <C>
INCREASE/(DECREASE) IN NET ASSETS:
Operations:
     Net investment income                                     $ 19,964,042           $ 21,682,495
     Net gain from security transactions                          3,072,425              2,796,088
     Change in unrealized appreciation or depreciation
       on investments                                           (11,517,095)            36,191,069
     Net increase in net assets
       resulting from operations                                 11,519,372             60,669,652

DIVIDENDS TO SHAREHOLDERS FROM:
     Net investment income:
       ISI Class Shares                                         (11,276,368)           (11,897,210)
       Flag Investors Class A Shares                             (8,687,010)            (9,785,285)
       Flag Investors Class B Shares                                   (664)                    --
     Distributions in excess of net investment income:
       ISI Class Shares                                            (723,712)                    --
       Flag Investors Class A Shares                               (561,610)                    --
       Flag Investors Class B Shares                                     (8)                    --
     Net realized short-term gains:
       ISI Class Shares                                          (1,869,945)            (1,385,249)
       Flag Investors Class A Shares                             (1,451,089)            (1,162,209)
       Flag Investors Class B Shares                                    (21)                    --
     Total distributions                                        (24,570,427)           (24,229,953)

CAPITAL SHARE TRANSACTIONS (NOTE C):
     Proceeds from sale of shares                                29,511,549             31,613,586
     Value of shares issued in reinvestment of dividends         14,241,221             15,133,836
     Cost of shares repurchased                                 (64,122,099)           (87,824,419)
     Decrease in net assets derived
       from capital share transactions                          (20,369,329)           (41,076,997)
     Total decrease in net assets                               (33,420,384)            (4,637,298)

NET ASSETS:
     Beginning of year                                          370,820,691            375,457,989
     End of year                                               $337,400,307           $370,820,691

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

See Notes to Financial Statements.

                                                                               9

<PAGE>

TOTAL RETURN U.S. TREASURY FUND, INC.

Financial Highlights--ISI Class and Flag Investors Class A Shares
(For a share outstanding throughout each year)

<TABLE>
<CAPTION>
                                                          For the Year Ended October 31,
                                                   1996        1995       1994          1993       1992
- ----------------------------------------------------------------------------------------------------------
<S> <C>
Per Share Operating Performance:
  Net asset value at beginning of year          $  10.19    $   9.22   $  11.35      $  10.47   $  10.41

Income from Investment Operations:
  Net investment income                             0.56        0.57       0.51          0.62       0.76
  Net realized and unrealized gain/(loss)
    on investments                                 (0.23)       1.04      (1.16)         1.12       0.05
  Total from Investment Operations                  0.33        1.61      (0.65)         1.74       0.81

Less Distributions:
  Dividends from net investment income
    and short-term gains                           (0.65)      (0.64)     (1.20)        (0.79)     (0.70)
  Distributions in excess of net
    investment income                              (0.04)         --         --            --         --
  Distributions from net realized
    long-term gains                                   --          --      (0.28)        (0.07)     (0.05)
  Total distributions                              (0.69)      (0.64)     (1.48)(2)     (0.86)     (0.75)
  Net asset value at end of year                $   9.83    $  10.19   $   9.22      $  11.35   $  10.47

Total Return(1)                                     3.44%      18.09%     (6.22)%       17.33%      8.96%

Ratios to Average Daily Net Assets:
  Expenses                                          0.81%       0.80%      0.77%         0.77%      0.77%
  Net investment income                             5.69%       5.94%      4.98%         5.21%      5.65%

Supplemental Data:
  Net assets at end of year (000):
    ISI Class Shares                            $193,486    $206,615   $200,309      $232,103   $207,518
    Flag Investors Class A Shares                143,791     164,206    175,149       224,790    250,210
  Portfolio turnover rate                            199%        194%        68%          249%       191%
- ---------------------------------------------------------------------------------------------------------
</TABLE>

(1) Total return excludes the effect of sales charge.
(2) Distributions to shareholders include $.05 per share return of capital.
See Notes to Financial Statements.

10

<PAGE>

TOTAL RETURN U.S. TREASURY FUND, INC.

Financial Highlights--Flag Investors Class B Shares
(For a share outstanding throughout the period)

                                                           For the Period
                                                      June 20, 1996(1) through
                                                          October 31, 1996
- --------------------------------------------------------------------------------

Per Share Operating Performance:
  Net asset value at beginning of period                        $10.00

Income from Investment Operations:
  Net investment income                                           0.22
  Net realized and unrealized loss on investments                (0.15)
  Total from Investment Operations                                0.07

Less Distributions:
  Dividends from net investment income and short-term gains      (0.22)
  Net asset value at end of period                              $ 9.85

Total Return(2)                                                   6.37%

Ratios to Average Daily Net Assets:
  Expenses                                                        1.40%(3)
  Net investment income                                           5.45%(3)

Supplemental Data:
  Net assets at end of period (000)                             $  123
  Portfolio turnover rate                                          199%(3)
- --------------------------------------------------------------------------------

(1) Commencement of operations.
(2) Total return excludes the effect of sales charge.
(3) Annualized.
See Notes to Financial Statements.

                                                                              11

<PAGE>

NOTES TO FINANCIAL STATEMENTS

A.  Significant  Accounting  Policies --  Total  Return U.S. Treasury Fund, Inc.
    (the "Fund") was  organized as a Maryland  Corporation  on June 3, 1988  and
    commenced operations on August 10, 1988, consisting of ISI Total Return U.S.
    Treasury Fund Shares  ("ISIClass") and  Flag  Investors  Total  Return  U.S.
    Treasury  Fund  Class  A  Shares ("Flag  Investors  Class A").  The  Fund is
    registered  under the Investment Company  Act  of  1940  as  a  diversified,
    open-end  management  investment company.  The  Flag  Investors  Class A and
    the ISI Class Shares each have a different sales charge.  On  June 20, 1996,
    the Fund began  offering Flag Investors  Total  Return  U.S.  Treasury  Fund
    Class B Shares  ("Flag  Investors  Class B"),   which  are  not subject to a
    front-end sales charge but have a contingent deferred sales charge.

    The  preparation  of  financial  statements  in  conformity  with  generally
    accepted  accounting  principles  requires  management to make 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  and the reported  amounts of revenues  and  expenses  during the
    reporting  period.   Actual  results  could  differ  from  those  estimates.
    Significant accounting policies are as follows:

    Security  Valuation  -- Portfolio  securities  that are listed on a national
    securities  exchange  are  valued on the basis of their  last sale  price as
    provided  by an  independent  pricing  source or, in the absence of recorded
    sales,  at the average of readily  available  closing bid and asked  prices.
    Securities  or other  assets for which  market  quotations  are not  readily
    available  are valued at their fair value as  determined in good faith under
    procedures  established and monitored by the Board of Directors.  Short-term
    obligations  with maturities of 60 days or less are valued at amortized cost
    which approximates market.

    Repurchase  Agreements  -- The  Fund  may  agree to  purchase  money  market
    instruments  subject to the  seller's  agreement  to  repurchase  them at an
    agreed upon date and price. The seller, under a repurchase  agreement,  will
    be required on a daily basis to maintain the value of the securities subject
    to the  agreement at not less than the  repurchase  price.  The agreement is
    conditioned  upon the collateral  being  deposited under the Federal Reserve
    book-entry system.

    Federal  Income Taxes -- No provision is made for federal income taxes as it
    is the Fund's  intention  to continue  to qualify as a regulated  investment
    company and to make requisite  distributions  to  shareholders  that will be
    sufficient to relieve it from all or  substantially  all federal  income and
    excise  taxes.   The  Fund's   policy  is  to  distribute  to   shareholders
    substantially  all of its taxable  net  investment  income and net  realized
    capital gains.

    Other -- Security  transactions  are accounted for on the trade date and the
    cost of  investments  sold or redeemed is  determined by use of the specific
    identification  method for both financial reporting and income tax purposes.
    Interest  income  is  recorded  on  an  accrual  basis  and  includes,  when
    applicable,   the  pro  rata  amortization  of  premiums  and  accretion  of
    discounts.

    Dividends and  Distributions  -- Dividends  from net  investment  income are
    declared daily and paid monthly. Distributions of capital gains are recorded
    on the ex-dividend  dates.  Distributions in excess of net investment income
    are due to differing tax treatments of dividends declared.

B.  Investment  Advisory Fee,  Transactions  with  Affiliates  and Other Fees --
    International  Strategy &  Investment  Inc. ("ISI")  serves  as  the  Fund's
    investment advisor  and   Investment   Company   Capital  Corp.  ("ICC"),  a
    subsidiary   of   Alex.   Brown   Financial  Corp.,  serves  as  the  Fund's
    administrator.  As compensation  for its  advisory  services,  ISI  receives
    an annual fee from the Fund,  calculated  daily  and

12

<PAGE>

NOTES TO FINANCIAL STATEMENTS (continued)

    paid  monthly,  at  the following annual rates based upon the Fund's average
    daily  net  assets: .20% of the first $100 million,  .18% of  the  next $100
    million,  .16% of the next $100 million,  .14% of the next  $200 million and
    .12% of that  portion in  excess of $500  million.   In addition,  the  Fund
    pays  the investment advisor 1.5% of the Fund's gross income.

    As compensation for its administrative  services, ICC receives an annual fee
    from the Fund,  calculated  daily and paid monthly,  at the following annual
    rates based upon the Fund's average daily net assets: .10% of the first $100
    million,  .09% of the next $100 million, .08% of the next $100 million, .07%
    of the next $200 million and .06% of that portion in excess of $500 million.
    In  addition,  the Fund  pays the  administrator  .50% of the  Fund's  gross
    income.

    As compensation for its accounting  services,  ICC receives from the Fund an
    annual fee,  calculated daily and paid monthly,  based on the Fund's average
    daily net assets. ICC received $92,694 for accounting  services for the year
    ended October 31, 1996.

    As compensation for its transfer agent services,  ICC receives from the Fund
    a per account fee,  calculated  and paid monthly.  ICCreceived  $230,210 for
    transfer agent services for the year ended October 31, 1996.

    As compensation for providing distribution services, Armata Financial Corp.,
    an affiliate of Alex. Brown & Sons Incorporated  ("Alex.  Brown"),  receives
    from the Fund an annual fee, calculated daily and paid monthly, at an annual
    rate equal to .25% of the average  daily net assets of the ISI Class Shares.
    Alex. Brown receives from the Fund an annual fee,  calculated daily and paid
    monthly,  at the annual rate of .25% of the average  daily net assets of the
    Flag  Investors  Class A Shares and .35% of the average  daily net assets of
    the  Flag  Investors  Class B Shares  plus an  additional  .25%  shareholder
    servicing  fee.  For the year ended  October  31,  1996,  distribution  fees
    aggregated $878,283,  of which $495,975,  $382,235 and $73 were allocated to
    the ISI Class,  Flag  Investors  Class A Shares and Flag  Investors  Class B
    Shares, respectively.

    The fund complex of which the Fund is a part has adopted a  retirement  plan
    for eligible Directors.  The actuarially  computed pension expense allocated
    to the Fund for the period  January 1, 1996  through  October  31,  1996 was
    approximately $12,337, and the accrued liability was approximately $49,608.

C.  Capital  Share  Transactions -- At October 31, 1996,  there were 100 million
    shares of $.001 par value  common  stock  authorized  (44 million ISI Class,
    44 million Flag Investors  Class  A,  5  million  Flag  Investors  Class  B,
    500,000 Flag Investors Class D and 6.5  million  undesignated). Transactions
    in shares of the Fund were as follows:

                                        ISI Class Shares
                                ----------------------------------
                                   For the              For the
                                 Year Ended           Year Ended
                                Oct. 31, 1996        Oct. 31, 1995
                                -------------        -------------
Shares sold                        2,043,599            2,579,624
Shares issued to share-
  holders on reinvest-
  ment of dividends                  865,140              929,740
Shares redeemed                   (3,510,096)          (4,961,123)
Net decrease in shares
  outstanding                       (601,357)          (1,451,759)
Proceeds from sale
  of shares                     $ 20,394,040         $ 24,590,536
Value of reinvested
  dividends                        8,518,116            8,893,813
Cost of shares
  redeemed                       (34,725,846)         (47,310,070)
Net decrease from
  capital share
  transactions                  $ (5,813,690)        $(13,825,721)

                                                                              13


<PAGE>

NOTES TO FINANCIAL STATEMENTS (continued)


                                   Flag Investors Class A Shares
                                 ---------------------------------
                                    For the             For the
                                  Year Ended          Year Ended
                                 Oct. 31, 1996       Oct. 31, 1995
                                 -------------       -------------
Shares sold                          914,108              726,425
Shares issued to share-
  holders on reinvest-
  ment of dividends                  580,880              653,526
Shares redeemed                   (2,986,509)          (4,262,626)
Net decrease in shares
  outstanding                     (1,491,521)          (2,882,675)
Proceeds from sale
  of shares                     $  8,996,345         $  7,023,050
Value of reinvested
  dividends                        5,722,783            6,240,023
Cost of shares
  redeemed                       (29,396,253)         (40,514,349)
Net decrease from
  capital share
  transactions                  $(14,677,125)        $(27,251,276)




                         Flag Investors Class B Shares
                         -----------------------------
                                For the Period
                            June 20, 1996* through
                               October 31, 1996
                         -----------------------------

Shares sold                           12,460
Shares issued to share-
  holders on reinvest-
  ment of dividends                       34
Shares redeemed                           --
Net increase in shares
  outstanding                         12,494
Proceeds from sale
  of shares                         $121,164
Value of reinvested
  dividends                              322
Cost of shares
  redeemed                                --
Net increase from
  capital share
  transactions                      $121,486
- --------------
*Commencement of operations.


D.  Investment  Transactions  -- Purchases and sales of  investment  securities,
    other   than    short-term   obligations,   aggregated   $648,212,760    and
    $650,041,643, respectively, for the year ended October 31, 1996.

    At  October  31,  1996,  aggregate  gross  unrealized  appreciation  for all
    securities  in which  there is an excess of market  value  over tax cost was
    $75,783 and aggregate gross  unrealized  depreciation  for all securities in
    which there is an excess of tax cost over market value was $10,125,354.

E.  Net Assets -- At October 31, 1996, net assets consisted of:

    Paid-in capital:
      ISI Class Shares                    $201,762,510
      Flag Investors Class A
        Shares                             146,851,212
      Flag Investors Class B
        Shares                                 121,486

    Distributions in excess
      of net investment income              (1,285,330)

    Unrealized depreciation of
      investments                          (10,049,571)
                                          ------------
                                          $337,400,307
                                          ============

F.  Tax  Information  (Unaudited) -- None of the ordinary  income  distributions
    paid  monthly by the Fund  during the fiscal year ended  October  31,  1996,
    qualify for the dividends received deduction for corporations. Additionally,
    the Fund paid a long-term  capital gains  distribution of $.022787 per share
    October 4, 1996, to shareholders of record September 30, 1996.

    The law varies in each state as to whether  dividend income  attributable to
    federal obligations,  and what percentage,  is exempt from state income tax.
    We  recommend  that you consult your tax advisor to determine if any portion
    of the dividends you received is exempt from state income tax.

14

<PAGE>

NOTES TO FINANCIAL STATEMENTS
(concluded)

    Listed below are the  percentages  of the Fund's  total  assets  invested in
    federal obligations as of the end of each quarter for the fiscal year.

                               Percentage of Federal
    Quarter Ended                  Obligations*
    -----------------          ---------------------
    January 31, 1996                  95.18%
    April 30, 1996                    89.05%
    July 31, 1996                     92.94%
    October 31, 1996                  96.31%


- ----------------
   *For purposes of this calculation, federal obligations include U.S.  Treasury
    Notes, U.S. Treasury Bills and  U.S.  Treasury  Bonds.   Also  included  are
    obligations issued  by  the  following  agencies:  Banks  for  Cooperatives,
    Federal  Intermediate  Credit  Banks,  Federal  Land  Banks,  Federal   Home
    LoanBanks and the Student Loan Marketing Association. Repurchase  agreements
    are not included in this calculation.

    Of the Fund's  ordinary  income  dividends paid during the fiscal year ended
    October  31,  1996,  86.14%  was  attributable  to federal  obligations.  In
    calculating this percentage, Fund expenses have been allocated on a pro rata
    basis.

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

        For more complete information regarding any of the ISI Funds,  including
   charges and expenses, obtain a prospectus from your investment representative
   or directly  from the Fund at  1-800-955-7175.  Read it carefully  before you
   invest.


INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
Total Return U.S.  Treasury Fund, Inc.:

     We have  audited  the  statement  of net  assets of the Total  Return  U.S.
Treasury  Fund,  Inc. as of October 31,  1996,  and the  related  statements  of
operations  for the year then  ended and  changes  in net assets for each of the
years in the two-year period then ended,  and the financial  highlights for each
of the years in the five-year period then ended. These financial  statements and
financial  highlights  are the  responsibility  of the  Fund's  management.  Our
responsibility  is to  express  an opinion  on these  financial  statements  and
financial highlights based on our audits.

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

     In our opinion,  such financial statements and financial highlights present
fairly, in all material  respects,  the financial  position of Total Return U.S.
Treasury Fund, Inc. as of October 31, 1996, the results of its  operations,  the
changes in its net assets and the financial highlights for the respective stated
periods in conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP
Parsippany, New Jersey
November 22, 1996

                                                                              15






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