TOTAL RETURN U S TREASURY FUND INC
N-30D, 1997-06-17
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                                 FLAG INVESTORS

                                      FLAG
                                   INVESTORS
                                     TOTAL
                                     RETURN
                                 U.S. TREASURY
                                      FUND
                                     SHARES

                               SEMI-ANNUAL REPORT
                                 APRIL 30, 1997

<PAGE>

REPORT HIGHLIGHTS
- --------------------------------------------------------------------------------

(bullet)   As our research began to indicate that economic growth was  building,
           we increased  the  portfolio's  short-term  investments  from 2.8% to
           22.3% of the portfolio from late October to early April.

(bullet)   Evidence of slower second  quarter growth  continues to mount, and we
           believe that another increase in short-term rates lies ahead.

<PAGE>

LETTER TO SHAREHOLDERS
- --------------------------------------------------------------------------------

Dear Shareholders:

     We are pleased to report on the  progress of your Fund for the period ended
April 30, 1997.  As of this date,  the Fund's Class A Shares  recorded a 6-month
total return of 0.2% and a 12-month total return of 5.9%. Since its inception on
August 10,  1988,  the Fund's Class A Shares have  produced a  cumulative  total
return of 98.9%,  which  translates into an average annual total return of 8.2%.
These  figures   assume  the   reinvestment   of  dividends  and  capital  gains
distributions and exclude the impact of any sales charge.

Overview

     Over the past six months,  economic  growth has been strong,  registering a
4.7%  annualized  rate. The bond market and Federal  Reserve both reacted to the
fast growth by raising interest rates. Please see the graph below for the market
reaction.  The Federal  Reserve raised the Federal Funds rate by 25 basis points
(0.25%) and seems  likely to move rates up again to ensure a slowdown in growth.
Recently,  ISI's Company Surveys have detected a slowing in the economy.  Please
see our Economic Outlook that follows this letter for more details.

                     U.S. Treasury Historical Yield Curves

                  [Graph appears here--see plot points below]

                                     4/30/97     10/31/96
                                     -------     --------
                      3 MONTH         5.238        5.144
                      6 MONTH         5.522        5.264
                       1 YEAR         5.887        5.404
                       2 YEAR         6.274        5.732
                       3 YEAR         6.398        5.860
                       5 YEAR         6.565        6.070
                      10 YEAR         6.709        6.341
                      30 YEAR         6.954        6.641

Source: Bloomberg Inc.

                                                                               1

<PAGE>


LETTER TO SHAREHOLDERS (CONCLUDED)
- --------------------------------------------------------------------------------

Portfolio

     As our research  began to  indicate  that  economic  growth  was  building,
we  increased  the  portfolio's  short-term investments.  At the end of October,
short-term  reserves  were a  low 2.8%  of  the  portfolio,  but  by early April
they had  increased  to  22.3%  of  the  portfolio.  Since  early  April,  ISI's
Company  Surveys  have  indicated  the  economy is cooling off.  As a result, we
have redeployed reserves in longer maturities.  Please see the table below.

Short-Term Holdings

                                                   % of Portfolio
                                ------------------------------------------------
  Maturity                      October 31, 1996   April 9, 1997     May 8, 1997
- --------------------------------------------------------------------------------
  Less than 1 year                    2.8%             22.3%            13.2%
 ................................................................................

     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

May 19, 1997

2

<PAGE>


ECONOMIC OUTLOOK
- --------------------------------------------------------------------------------

Overview

     Evidence of slower second  quarter growth  continues to mount,  highlighted
recently by declining auto sales,  sluggish  department store sales in April and
high  initial  unemployment  claims.  The March surge in  wholesale  inventories
suggests that rising first quarter nonfarm  inventories will pull down growth in
the second half of 1997 as excess inventories  decline.  We lean toward the view
that another 25 basis point (0.25%)  increase in short-term rates lies ahead. We
see it as an insurance  policy  against a tight labor  market and high  capacity
utilization sparking a return of inflation. Early in 1998 we expect the Fed will
be able to reverse  the  increase.  Please see our  forecast  table  below.

ISI Forecast

                           96:4Q     97:1Q   97:2Q*    97:3Q*   97:4Q*   98:1Q*
- --------------------------------------------------------------------------------
  Real GDP                 3.8%      5.6%     2.5%      2.0%     1.5%     1.5%
 ................................................................................
  GDP Deflator**           1.5%      2.2%     1.5%      1.5%     1.5%     1.5%
 ................................................................................
  30-Year Bond Yields***   6.6%      7.1%     6.7%      6.5%     6.5%     6.2%
 ................................................................................
  Fed Funds Rate***        5.2%      5.5%     5.7%      5.7%     5.7%     5.5%
 ................................................................................
     *Estimated.
    **A more accurate cost of living barometer than the CPI.
  ***End of quarter.

Inflation

     The Greenspan Federal Reserve has presided over an economy producing strong
job formation but little inflation.  The inflation  performance has been a happy
surprise  for bond  investors.  So far,  strong  growth has not  produced  price
increases; for example, among manufacturing companies, the strong growth has not
given  them  pricing  power.  Please  see the chart on page 4 that  shows  ISI's
Manufacturing Company Pricing Power Index.

                                                                               3

<PAGE>


ECONOMIC OUTLOOK (CONTINUED)
- --------------------------------------------------------------------------------

ISI MANUFACTURING COMPANIES PRICING POWER SURVEY
0=WEAK  100=STRONG  MAY 9: 24.7

                  [Graph appears here--see plot points below]


                               1/7/94      20.8
                              1/14/94      20.8
                              1/21/94      20.8
                              1/28/94      21.4
                               2/4/94      21.4
                              2/11/94      16.7
                              2/18/94      16.7
                              2/25/94      16.7
                               3/4/94      25.0
                              3/11/94      25.0
                              3/18/94      24.1
                              3/25/94      24.1
                               4/1/94      24.1
                               4/8/94      20.8
                              4/15/94      20.8
                              4/22/94      20.8
                              4/29/94      23.6
                               5/6/94      23.6
                              5/13/94      23.6
                              5/20/94      27.8
                              5/27/94      27.8
                               6/3/94      32.5
                              6/10/94      32.5
                              6/17/94      33.9
                              6/24/94      33.9
                               7/1/94      33.9
                               7/8/94      35.3
                              7/15/94      35.3
                              7/22/94      35.3
                              7/29/94      35.3
                               8/5/94      33.9
                              8/12/94      33.9
                              8/19/94      33.9
                              8/26/94      43.6
                               9/2/94      43.6
                               9/9/94      45.8
                              9/16/94      45.8
                              9/23/94      52.8
                              9/30/94      52.8
                              10/7/94      52.8
                             10/14/94      52.8
                             10/21/94      54.4
                             10/28/94      54.4
                              11/4/94      56.9
                             11/11/94      56.9
                             11/18/94      57.5
                             11/25/94      57.5
                              12/2/94      57.8
                              12/9/94      57.8
                             12/16/94      58.9
                             12/23/94      58.9
                             12/30/94      60.6
                               1/6/95      60.6
                              1/13/95      60.8
                              1/20/95      60.8
                              1/27/95      61.4
                               2/3/95      61.4
                              2/10/95      56.9
                              2/17/95      56.9
                              2/24/95      56.9
                               3/3/95      58.9
                              3/10/95      58.9
                              3/17/95      57.8
                              3/24/95      57.8
                              3/31/95      54.4
                               4/7/95      54.4
                              4/14/95      57.2
                              4/21/95      57.2
                              4/28/95      56.7
                               5/5/95      56.7
                              5/12/95      57.2
                              5/19/95      57.2
                              5/26/95      52.5
                               6/2/95      52.5
                               6/9/95      48.3
                              6/16/95      48.3
                              6/23/95      43.1
                              6/30/95      43.1
                               7/7/95      41.8
                              7/14/95      41.8
                              7/21/95      41.8
                              7/28/95      41.8
                               8/4/95      45.7
                              8/11/95      45.7
                              8/18/95      45.7
                              8/25/95      45.7
                               9/1/95      45.4
                               9/8/95      45.4
                              9/15/95      42.5
                              9/22/95      42.5
                              9/29/95      42.1
                              10/6/95      42.1
                             10/13/95      40.4
                             10/20/95      40.4
                             10/27/95      39.9
                              11/3/95      39.9
                             11/10/95      37.8
                             11/17/95      37.8
                             11/24/95      37.8
                              12/1/95      37.8
                              12/8/95      36.7
                             12/15/95      36.7
                             12/22/95      34.2
                             12/29/95      34.2
                               1/5/96      34.2
                              1/12/96      34.2
                              1/19/96      29.4
                              1/26/96      29.4
                               2/2/96      28.9
                               2/9/96      28.9
                              2/16/96      28.6
                              2/23/96      28.6
                               3/1/96      28.1
                               3/8/96      28.1
                              3/15/96      28.5
                              3/22/96      28.5
                              3/29/96      29.0
                               4/5/96      29.0
                              4/12/96      29.0
                              4/19/96      29.0
                              4/26/96      29.3
                               5/3/96      29.3
                              5/10/96      31.0
                              5/17/96      31.0
                              5/24/96      31.5
                              5/31/96      31.5
                               6/7/96      34.4
                              6/14/96      34.4
                              6/21/96      34.4
                              6/28/96      34.4
                               7/5/96      32.5
                              7/12/96      32.5
                              7/19/96      32.8
                              7/26/96      32.8
                               8/2/96      32.2
                               8/9/96      32.2
                              8/16/96      32.2
                              8/23/96      32.2
                              8/30/96      32.2
                               9/6/96      32.2
                              9/13/96      31.9
                              9/20/96      31.9
                              9/27/96      31.1
                              10/4/96      31.1
                             10/11/96      30.6
                             10/18/96      30.6
                             10/25/96      30.8
                              11/1/96      30.8
                              11/8/96      30.3
                             11/15/96      30.3
                             11/22/96      30.0
                             11/29/96      30.0
                              12/6/96      28.8
                             12/13/96      28.8
                             12/20/96      27.2
                             12/27/96      27.2
                               1/3/97      27.2
                              1/10/97      27.2
                              1/17/97      26.9
                              1/24/97      26.9
                              1/31/97      28.1
                               2/7/97      28.1
                              2/14/97      28.9
                              2/21/97      28.9
                              2/28/97      26.4
                               3/7/97      26.4
                              3/14/97      26.4
                              3/21/97      26.4
                              3/28/97      25.6
                               4/4/97      25.6
                              4/11/97      25.0
                              4/18/97      25.0
                              4/25/97      25.0
                               5/2/97      25.0
                               5/9/97      24.7
                              5/16/97      24.7

Source: ISI Inc.

     Other leading indicators of inflation have also registered little inflation
in the pipeline today.  The closely watched  Employment Cost Index for the first
quarter of 1997 showed  overall labor costs growing at only 2.9% year over year.
The Journal of Commerce Commodity Index,  which tracks raw industrial  commodity
prices,  hit a two-year low in early May. The Federal  Reserve "Beige Book" is a
survey-based analysis approach that covers all 12 Federal Reserve Districts. The
May release also found limited  inflation  for both prices and wages.  If growth
slows in the upcoming  quarter,  the low  inflation  picture  would prove a good
investing background for bonds.

Economic Growth

     Three areas are pointing to slower growth ahead. First,  interest rates for
long-term Treasuries are about 7% while 30-year mortgage rates are about 8%. The
relatively  higher  interest rates when contrasted to inflation have already cut
the pace  of  mortgage refinancing in half.  Second,  the slowdown pattern under

4

<PAGE>



- --------------------------------------------------------------------------------

way  now in consumer  installment debt growth has typically led to a significant
drop  in  retail  sales.  As a gauge of the extent  consumers  are using credit,
credit card  chargeoffs  just hit a  seven-year high.  Third, foreign  economies
are  struggling  to  retain  modest growth.  ISI tracks economic  activity in 28
foreign economies. We construct a Foreign (Strength - Weakness) diffusion index.
After a runup in late 1996,  foreign activity has returned to a negative reading
(please see chart below).

FOREIGN [STRENGTH - WEAKNESS]
13 Wk. Avg.   May 12: -0.1

                  [Graph appears here--see plot points below]


                               26 SEP 94    3.1
                                3 OCT 94    3.8
                               10 OCT 94    4.1
                               17 OCT 94    4.8
                               24 OCT 94    6.0
                               31 OCT 94    5.6
                                7 NOV 94    4.6
                               14 NOV 94    5.2
                               21 NOV 94    5.4
                               28 NOV 94    5.8
                                5 DEC 94    6.5
                               12 DEC 94    7.1
                               19 DEC 94    6.5
                               26 DEC 94    6.5
                                2 JAN 95    8.4
                                9 JAN 95    7.8
                               16 JAN 95    7.2
                               23 JAN 95    6.0
                               30 JAN 95    5.8
                                6 FEB 95    6.4
                               13 FEB 95    5.3
                               20 FEB 95    5.8
                               27 FEB 95    6.7
                                6 MAR 95    7.2
                               13 MAR 95    6.7
                               20 MAR 95    7.4
                               27 MAR 95    7.3
                                3 APR 95    6.4
                               10 APR 95    7.4
                               17 APR 95    6.9
                               24 APR 95    6.2
                                1 MAY 95    6.2
                                8 MAY 95    5.3
                               15 MAY 95    5.6
                               22 MAY 95    5.6
                               29 MAY 95    4.1
                                5 JUN 95    2.1
                               12 JUN 95    1.3
                               19 JUN 95    0.5
                               26 JUN 95    1.1
                                3 JUL 95    0.5
                               10 JUL 95    0.3
                               17 JUL 95    0.9
                               24 JUL 95    0.4
                               31 JUL 95   -0.6
                                7 AUG 95   -1.2
                               14 AUG 95   -1.0
                               21 AUG 95   -2.8
                               28 AUG 95   -2.7
                                4 SEP 95   -3.1
                               11 SEP 95   -2.5
                               18 SEP 95   -2.5
                               25 SEP 95   -3.6
                                2 OCT 95   -3.8
                                9 OCT 95   -4.8
                               16 OCT 95   -5.2
                               23 OCT 95   -5.2
                               30 OCT 95   -5.4
                                6 NOV 95   -3.9
                               13 NOV 95   -4.8
                               20 NOV 95   -4.9
                               27 NOV 95   -4.8
                                4 DEC 95   -4.5
                               11 DEC 95   -4.4
                               18 DEC 95   -4.5
                               25 DEC 95   -5.0
                                1 JAN 96   -4.8
                                8 JAN 96   -4.5
                               15 JAN 96   -5.0
                               22 JAN 96   -5.8
                               29 JAN 96   -5.2
                                5 FEB 96   -5.4
                               12 FEB 96   -5.9
                               19 FEB 96   -4.5
                               26 FEB 96   -4.0
                                4 MAR 96   -3.6
                               11 MAR 96   -4.5
                               18 MAR 96   -5.4
                               25 MAR 96   -4.7
                                1 APR 96   -5.7
                                8 APR 96   -6.4
                               15 APR 96   -5.8
                               22 APR 96   -5.3
                               29 APR 96   -5.6
                                6 MAY 96   -5.7
                               13 MAY 96   -5.9
                               20 MAY 96   -7.2
                               27 MAY 96   -6.2
                                3 JUN 96   -6.2
                               10 JUN 96   -5.7
                               17 JUN 96   -5.5
                               24 JUN 96   -5.2
                                1 JUL 96   -5.0
                                8 JUL 96   -4.7
                               15 JUL 96   -4.0
                               22 JUL 96   -4.4
                               29 JUL 96   -5.2
                                5 AUG 96   -6.2
                               12 AUG 96   -5.7
                               19 AUG 96   -5.2
                               26 AUG 96   -5.1
                                2 SEP 96   -4.6
                                9 SEP 96   -2.8
                               16 SEP 96   -2.7
                               23 SEP 96   -2.4
                               30 SEP 96   -1.7
                                7 OCT 96   -0.5
                               14 OCT 96   -1.3
                               21 OCT 96   -0.5
                               28 OCT 96    0.7
                                4 NOV 96    2.4
                               11 NOV 96    2.5
                               18 NOV 96    3.8
                               25 NOV 96    5.2
                                2 DEC 96    6.3
                                9 DEC 96    5.4
                               16 DEC 96    6.2
                               23 DEC 96    5.3
                               30 DEC 96    5.8
                                6 JAN 97    5.1
                               13 JAN 97    4.6
                               20 JAN 97    4.5
                               27 JAN 97    4.5
                                3 FEB 97    4.0
                               10 FEB 97    4.8
                               17 FEB 97    4.1
                               24 FEB 97    1.8
                                3 MAR 97    1.8
                               10 MAR 97    1.0
                               17 MAR 97    2.0
                               24 MAR 97    3.3
                               31 MAR 97    2.7
                                7 APR 97    2.7
                               14 APR 97    2.6
                               21 APR 97    2.2
                               28 APR 97    1.5
                                5 MAY 97    0.5
                               12 MAY 97   -0.1
                               19 MAY 97   -0.7

Source: ISI Inc.

     With foreign economies struggling to hold on to modest growth, U.S. exports
seem unlikely to stimulate near-term economic growth.  There are factors working
to improve  the U.S.  economy,  such as high  equity  prices  and high  consumer
confidence,  but we expect the forces cited earlier will rule,  producing slower
growth over the balance of 1997.

                                                                               5

<PAGE>



ECONOMIC OUTLOOK (CONCLUDED)
- --------------------------------------------------------------------------------

The Impact of Smaller Budget Deficits

     A decline in the federal  government  deficit is a  powerful  influence  on
economic  growth and  inflation  but it also  influences  the  capital  markets.
Smaller  deficits free up  capital for  alternative  investments.  The change in
the annual net financing requirement  has been  very dramatic  (please see table
below).

Federal Government Deficit

                                                  12-month Sum in Billions
                                              ----------------------------------
                                              August 1992        September 1997*
- --------------------------------------------------------------------------------
  Treasury Interest Paid                         $200                 $250
 ................................................................................
  Treasury Issuance                              $324                 $ 70
 .................................................----.................----......
  Net Financing Requirement                     +$124                -$180
 ................................................................................

  *Estimated.

     We see low  inflation  and dwindling  Treasury  issuance as strong  secular
forces able to create a declining interest rate environment. They will be active
near-term market influences when the economy is seen slowing.

6

<PAGE>


FLAG INVESTORS TOTAL RETURN U.S. TREASURY FUND SHARES
- --------------------------------------------------------------------------------

Additional Performance Information

     The shareholder letter included in this report contains statistics designed
to help you evaluate the performance of your Fund's  management.  The Securities
and Exchange Commission (SEC) requires that when we report such figures, we also
include the Fund's  total  return,  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 4.50% maximum sales charge for the Fund's Class A Shares and
2.00% maximum  contingent  deferred  sales charge for the Fund's Class B Shares.

Average Annual Total Return

  Periods Ended 3/31/97             1 Year          5 Years     Since Inception*
- --------------------------------------------------------------------------------
  Class A Shares                    -1.56%           6.16%            7.52%
 ................................................................................
  Class B Shares                      --              --              0.53%
 ................................................................................

  *Inception dates: Class A 8/10/88, Class B 6/20/96.

     The Fund's 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. Past performance is not an indicator of future results.

                                                                               7

<PAGE>


FLAG INVESTORS TOTAL RETURN U.S. TREASURY FUND SHARES
- --------------------------------------------------------------------------------
Statement of Net Assets                                           April 30, 1997
(Unaudited)
                                                        Par           Value
Interest Rate                  Maturity Date           (000)         (Note 1)
- -------------------------------------------------------------------------------

 U.S. TREASURY BONDS - 69.1%
   12.000%                         8/15/13            $20,500      $ 28,568,677
   11.750%                        11/15/14             36,000        50,355,000
    7.250%                         5/15/16             14,000        14,306,250
    7.500%                        11/15/16             37,000        38,740,147
    9.000%                        11/15/18             44,750        54,259,375
    8.875%                         2/15/19             10,000        11,995,310
    8.750%                         8/15/20              7,000         8,331,092
                                                                   ------------
   Total U.S. Treasury Bonds
      (Cost $221,257,217)                                           206,555,851
                                                                   ------------
 U.S. TREASURY NOTES - 5.0%
   6.375%                          9/30/01             15,000        14,901,570
                                                                   ------------
   Total U.S. Treasury Notes
      (Cost $15,132,382)                                             14,901,570
                                                                   ------------
 ZERO COUPON U.S. TREASURY BONDS (S.T.R.I.P.S.) - 9.3%
   6.057%*                        11/15/98             30,000        27,768,180
                                                                   ------------
   Total U.S. Treasury S.T.R.I.P.S.
      (Cost $27,920,017)                                             27,768,180
                                                                   ------------
 REPURCHASE AGREEMENTS - 20.1%
   Goldman Sachs & Co., 5.25%
      Dated 4/30/97, to repurchased on 5/1/97, collateralized
      by U.S. Treasury Bonds with a market value of $61,101,094.

   Total Repurchase Agreements
      (Cost $59,903,000)                               59,903        59,903,000
                                                                   ------------
Total Investments in Securities - 103.5%
      (Cost $324,212,616)**                                         309,128,601

Liabilities in Excess of Other Assets, Net - (3.5)%                 (10,586,935)
                                                                   ------------

Net Assets - 100.0%                                                $298,541,666
                                                                   ============

8

<PAGE>

FLAG INVESTORS TOTAL RETURN U.S. TREASURY FUND SHARES
- --------------------------------------------------------------------------------

                                                                      Value
                                                                     (Note 1)
- --------------------------------------------------------------------------------
Net Asset Value and Redemption Price Per:
      Flag Investors Class A Share
        ($124,416,951 / 13,058,799 shares outstanding)                $9.53
                                                                      =====
      Flag Investors Class B Share
        ($232,552 / 24,438 shares outstanding)                        $9.52
                                                                      =====
      ISI Class Share
        ($173,892,163 / 18,243,236 shares outstanding)                $9.53
                                                                      =====
Maximum Offering Price Per:
      Flag Investors Class A Share
        ($9.53 / .955)                                                $9.98
                                                                      =====
      Flag Investors Class B Share                                    $9.52
                                                                      =====
      ISI Class Share
        ($9.53 / .9555)                                               $9.97
                                                                      =====
- --------
** Yield as of April 30, 1997.
** Also aggregate cost for federal tax purposes.

                       See Notes to Financial Statements.

                                                                               9

<PAGE>

FLAG INVESTORS TOTAL RETURN U.S. TREASURY FUND SHARES
- --------------------------------------------------------------------------------
Statement of Operations

                                                                   For the Six
                                                                   Months Ended
                                                                     April 30,
- --------------------------------------------------------------------------------
                                                                      1997(1)
Investment Income (Note 1):
   Interest                                                         $10,326,187
                                                                    -----------
Expenses:
   Investment advisory fee (Note 2)                                     435,973
   Distribution fee (Note 2)                                            394,073
   Administration fee (Note 2)                                          191,988
   Transfer agent fee (Note 2)                                          102,701
   Accounting fee (Note 2)                                               43,462
   Printing and postage                                                  31,733
   Legal                                                                 24,106
   Custodian fee                                                         20,705
   Directors' fees                                                       13,112
   Audit                                                                 11,901
   Miscellaneous                                                         10,587
   Registration fees                                                     10,297
   Insurance                                                              5,817
                                                                    -----------
            Total expenses                                            1,296,455
                                                                    -----------
Net investment income                                                 9,029,732
                                                                    -----------
Realized and unrealized gain/(loss) on investments:
   Net realized loss from security transactions                      (3,411,140)
   Change in unrealized appreciation or depreciation
     of investments                                                  (5,034,444)
                                                                    -----------
   Net loss on investments                                           (8,445,584)
                                                                    -----------
Net increase in net assets resulting from operations                $   584,148
                                                                    ===========
- --------------
(1) Unaudited.

                       See Notes to Financial Statements.

10

<PAGE>


FLAG INVESTORS TOTAL RETURN U.S. TREASURY FUND SHARES
- --------------------------------------------------------------------------------
Statement of Changes in Net Assets
<TABLE>
<CAPTION>
                                                        For the Six    For the Year
                                                       Months Ended        Ended
                                                         April 30,      October 31,
- -----------------------------------------------------------------------------------
                                                          1997(1)          1996
<S> <C>
Increase/(Decrease) in Net Assets:
Operations:
   Net investment income                              $  9,029,732    $ 19,964,042
   Net gain/(loss) from security transactions           (3,411,140)      3,072,425
   Change in unrealized appreciation or depreciation
     on investments                                     (5,034,444)    (11,517,095)
                                                      ------------    ------------
   Net increase in net assets
     resulting from operations                             584,148      11,519,372
                                                      ------------    ------------
Dividends to Shareholders from:
   Net investment income:
     Flag Investors Class A Shares                      (3,789,774)     (8,687,010)
     Flag Investors Class B Shares                          (4,735)           (664)
     ISI Class Shares                                   (5,235,223)    (11,276,368)
   Distributions in excess of net investment income:
     Flag Investors Class A Shares                        (570,272)       (561,610)
     Flag Investors Class B Shares                            (932)             (8)
     ISI Class Shares                                     (787,340)       (723,712)
   Net realized short-term gains:
     Flag Investors Class A Shares                              --      (1,451,089)
     Flag Investors Class B Shares                              --             (21)
     ISI Class Shares                                           --      (1,869,945)
                                                      ------------    ------------
       Total distributions                             (10,388,276)    (24,570,427)
                                                      ------------    ------------
Capital Share Transactions (Note 3):
   Proceeds from sale of shares                         10,781,941      29,511,549
   Value of shares issued in
     reinvestment of dividends                           6,577,518      14,241,221
   Cost of shares repurchased                          (46,413,972)    (64,122,099)
                                                      ------------    ------------
   Decrease in net assets derived
     from capital share transactions                   (29,054,513)    (20,369,329)
                                                      ------------    ------------
   Total decrease in net assets                        (38,858,641)    (33,420,384)

Net Assets:
   Beginning of period                                 337,400,307     370,820,691
                                                      ------------    ------------
   End of period                                      $298,541,666    $337,400,307
                                                      ============    ============
</TABLE>
- -------------
(1) Unaudited.

                       See Notes to Financial Statements.

                                                                              11

<PAGE>


FLAG INVESTORS TOTAL RETURN U.S. TREASURY FUND SHARES
- --------------------------------------------------------------------------------
Financial  Highlights--Flag  Investors Class A and ISI Class Shares
(For a share outstanding throughout each period)
                                                                For the Six
                                                                Months Ended
                                                                  April 30,
- --------------------------------------------------------------------------------
                                                                   1997(1)
Per Share Operating Performance:
   Net asset value at beginning of period                           $   9.83
                                                                    --------
Income from Investment Operations:
   Net investment income                                                0.27
   Net realized and unrealized gain/(loss) on investments              (0.25)
                                                                    --------
   Total from Investment Operations                                     0.02
Less Distributions:
   Distributions from net investment income
     and short-term gains                                              (0.27)
   Distributions in excess of net investment income                    (0.05)
   Distributions from net realized long-term gains                        --
                                                                    --------
   Total distributions                                                 (0.32)
                                                                    --------
   Net asset value at end of period                                 $   9.53
                                                                    ========

Total Return(3)                                                         0.17%
Ratios to Average Daily Net Assets:
   Expenses                                                             0.82%(4)
   Net investment income                                                5.73%(4)
Supplemental Data:
   Net assets at end of period (000):
     Flag Investors Class A Shares                                  $124,417
     ISI Class Shares                                               $173,892
   Portfolio turnover rate                                                44%(4)
- ------------
(1) Unaudited.
(2) Distributions to shareholders include $.05 per share return of capital.
(3) Total return excludes the effect of sales charge.
(4) Annualized.

                       See Notes to Financial Statements.

12

<PAGE>



FLAG INVESTORS TOTAL RETURN U.S. TREASURY FUND SHARES
- --------------------------------------------------------------------------------


<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 period                   $  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:
   Distributions 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 period                         $   9.83       $  10.19        $   9.22        $  11.35        $  10.47
                                                            ========       ========        ========        ========        ========

Total Return(3)                                                 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 period (000):
     Flag Investors Class A Shares                          $143,791       $164,206        $175,149        $224,790        $250,210
     ISI Class Shares                                       $193,486       $206,615        $200,309        $232,103        $207,518
   Portfolio turnover rate                                       199%           194%             68%            249%            191%
</TABLE>

                       See Notes to Financial Statements.

                                                                              13

<PAGE>



FLAG INVESTORS TOTAL RETURN U.S. TREASURY FUND SHARES
- --------------------------------------------------------------------------------
Financial  Highlights--Flag  Investors  Class B Shares
(For a share  outstanding throughout each period)
                                                For the Six   For the Period
                                               Months Ended   June 20, 1996(2)
                                                 April 30,   through October 31,
- --------------------------------------------------------------------------------
                                                  1997(1)           1996
Per Share Operating Performance:
   Net asset value at beginning of period         $ 9.85           $10.00
                                                  ------           ------
Income from Investment Operations:
   Net investment income                            0.24             0.22
   Net realized and unrealized loss
     on investments                                (0.26)           (0.15)
                                                  ------           ------
   Total from Investment Operations                (0.02)            0.07
Less Distributions:
   Distributions from net investment income
     and short-term gains                          (0.24)           (0.22)
   Distributions in excess of net investment
     income                                        (0.07)              --
                                                  ------           ------
   Total distributions                             (0.31)           (0.22)
                                                  ------           ------
   Net asset value at end of period               $ 9.52           $ 9.85
                                                  ======           ======
Total Return(3)                                    (0.16)%           6.37%
Ratios to Average Daily Net Assets:
   Expenses                                         1.17%(4)         1.40%(4)
   Net investment income                            5.42%(4)         5.45%(4)
Supplemental Data:
   Net assets at end of period (000)              $  233           $  123
   Portfolio turnover rate                            44%(4)          199%(4)



- ------------
(1) Unaudited.
(2) Commencement of operations.
(3) Total return excludes the effect of sales charge.
(4) Annualized.

                       See Notes to Financial Statements.

14

<PAGE>


FLAG INVESTORS TOTAL RETURN U.S. TREASURY FUND SHARES
- --------------------------------------------------------------------------------
Notes to Financial Statements

NOTE 1--Significant Accounting Policies

     Total Return U.S. Treasury Fund, Inc. (the "Fund"),  which was organized as
a Maryland  Corporation on June 3, 1988,  commenced  operations August 10, 1988.
The  Fund  is  registered  under  the  Investment  Company  Act  of  1940  as  a
diversified, open-end Investment Management Company. It is 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.

     The Fund consists of three share  classes:  ISI Total Return U.S.  Treasury
Fund Shares ("ISI  Class") and Flag  Investors  Total Return U.S.  Treasury Fund
Class A Shares ("Flag Investors Class A"), which both commenced August 10, 1988,
and Flag  Investors  Total  Return  U.S.  Treasury  Fund  Class B Shares  ("Flag
Investors Class B"), which commenced June 20, 1996.

     The ISI Class Shares have a 4.45% maximum front-end sales charge,  the Flag
Investors  Class A Shares have a 4.50%  maximum  front-end  sales charge and the
Flag  Investors  Class B Shares have a 2.00% maximum  contingent  deferred sales
charge. The classes each have different distribution fees.

     When preparing the Fund's financial statements,  management makes estimates
and assumptions to comply with generally accepted accounting  principles.  These
estimates affect 1) the assets and liabilities that we report at the date of the
financial statements;  2) the contingent assets and liabilities that we disclose
at the date of the financial  statements;  and 3) the revenues and expenses that
we report for the  period.  Our  estimates  could be  different  from the actual
results. The Fund's significant accounting policies are:

     A.  Security  Valuation  -- The Fund  values a portfolio  security  that is
         primarily  traded  on  a  national  exchange  by  using  the last price
         reported for the day by an independent pricing source.  If there are no
         sales  or  the  security  is not traded on a listed exchange,  the Fund
         values the security at the average of the last bid and asked  prices in
         the  over-the-counter market.  When a market quotation  is unavailable,
         the Investment  Advisor determines a fair value using  procedures  that
         the  Board  of  Directors  establishes  and  monitors.  The Fund values
         short-term obligations with maturities of  60 days or less at amortized
         cost.

                                                                              15

<PAGE>



FLAG INVESTORS TOTAL RETURN U.S. TREASURY FUND SHARES
- --------------------------------------------------------------------------------
Notes to Financial Statements (continued)
NOTE 1--concluded
     B.  Repurchase  Agreements -- The Fund may enter into tri-party  repurchase
         agreements  with  broker-dealers  and  domestic  banks.   A  repurchase
         agreement is a short-term  investment  in which the Fund  buys  a  debt
         security  that the broker agrees to repurchase at a set time and price.
         The  third  party,  which  is the  broker's  custodial bank,  holds the
         collateral  in  a  separate  account  until  the  repurchase  agreement
         matures.  The agreement  ensures  that  the  collateral's market value,
         including  any  accrued interest, is sufficient if the broker defaults.
         The Fund's  access  to  the collateral may be delayed or limited if the
         broker defaults and the  value  of the  collateral  declines  or if the
         broker  enters  into an insolvency proceeding.

     C. Federal Income Taxes -- The Fund determines its distributions  according
        to  income  tax  regulations,  which  may  be  different from  generally
        accepted accounting principles.   As a result, the   Fund   occasionally
        makes reclassifications  within its capital  accounts to  reflect income
        and  gains  that  are  available  for   distribution  under  income  tax
        regulations.

             The Fund is organized as a regulated investment company. As long as
         it  maintains  this  status  and   distributes   to  its   shareholders
         substantially all of its taxable net investment income and net realized
         capital gains, it will be exempt from most, if not all,  federal income
         and excise  taxes.  As a result,  the Fund has made no  provisions  for
         federal income taxes.

     D. Security Transactions, Investment Income, Distributions and Other -- The
        Fund uses the trade date to account for security  transactions  and  the
        specific identification  method  for  financial reporting and income tax
        purposes to determine the cost of investments sold or redeemed. Interest
        income  is  recorded  on  an  accrual  basis  and  includes the pro rata
        scientific  method  for  amortization  of  premiums  and   accretion  of
        discounts when appropriate.  Income and common expenses are allocated to
        each class based on its respective average  net assets.  Class  specific
        expenses  are  charged  directly  to  each  class.  Dividend  income and
        distributions to shareholders are recorded on the ex-dividend date.

16

<PAGE>



FLAG INVESTORS TOTAL RETURN U.S. TREASURY FUND SHARES
- --------------------------------------------------------------------------------

NOTE 2--Investment Advisory Fees, Transactions with Affiliates and Other Fees

     International  Strategy & Investment Inc. ("ISI") is the Fund's  investment
advisor  and   Investment   Company   Capital   Corp.   ("ICC")  is  the  Fund's
administrator.  As compensation for its advisory services,  the Fund pays ISI an
annual fee based on the Fund's average daily net assets.  This fee is calculated
daily and paid monthly at the following  annual  rates:  0.20% of the first $100
million,  0.18% of the next $100 million,  0.16% of the next $100 million, 0.14%
of the next $200 million and 0.12% of the amount over $500 million. In addition,
the Fund pays ISI 1.5% of the Fund's gross income.

     As  compensation  for its  administrative  services,  the Fund  pays ICC an
annual fee based on the Fund's average daily net assets.  This fee is calculated
daily and paid monthly at the following  annual  rates:  0.10% of the first $100
million,  0.09% of the next $100 million,  0.08% of the next $100 million, 0.07%
of the next $200 million and 0.06% of the amount over $500 million. In addition,
the Fund pays ICC 0.50% of the Fund's gross income.

     As compensation  for its accounting  services,  the Fund pays ICC an annual
fee that is calculated  daily and paid monthly from the Fund's average daily net
assets.  The Fund paid ICC $43,462 for  accounting  services  for the six months
ended April 30, 1997.

     As compensation  for its transfer agent  services,  the Fund pays ICC a per
account fee that is calculated and paid monthly.  The Fund paid ICC $102,701 for
transfer agent services for the six months ended April 30, 1997.

     As compensation for providing  distribution services for the ISI Class, the
Fund  paid  Armata   Financial  Corp.,  an  affiliate  of  Alex.  Brown  &  Sons
Incorporated  ("Alex.  Brown"), an annual fee that was calculated daily and paid
monthly.  This fee was paid at an annual  rate  equal to 0.25% of the ISI Class'
average daily net assets.  Beginning  April 1, 1997, ISI Group Inc.  assumed the
role of distributor of the ISI Class. As compensation for providing distribution
services for the Flag Investors classes, the Fund pays Alex. Brown an annual fee
that is calculated  daily and paid  monthly.  This fee is paid at an annual rate
equal to 0.25% of the Flag  Investors  Class A Shares'  average daily net assets
and 0.60%  (including a 0.25%  shareholder  servicing fee) of the Flag Investors
Class B Shares'  average  daily net assets.  For the six months  ended April 30,
1997,  distribution fees aggregated $394,073, of which $228,237 was attributable
to the ISI Class Shares, $165,313 was attributable to the Flag Investors Class A
Shares and $523 was attributable to the Flag Investors Class B Shares.

                                                                              17

<PAGE>



FLAG INVESTORS TOTAL RETURN U.S. TREASURY FUND SHARES
- --------------------------------------------------------------------------------
Notes to Financial Statements (continued)
NOTE 2--concluded
     The Fund's complex  offers a retirement  plan for eligible  Directors.  The
actuarially  computed  pension  expense  allocated  to the Fund  for the  period
November 1, 1996 through  April 30, 1997 was $5,629,  and the accrued  liability
was $51,989.


NOTE 3--Capital Share Transactions

     The Fund is authorized to issue up to 100 million shares of $.001 par value
capital  stock (44  million  Flag  Investors  Class A, 44 million  ISI Class,  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:

<TABLE>
<CAPTION>
                                                    Flag Investors Class A Shares
                                                  ----------------------------------
                                                    For the Six
                                                   Months Ended          For the
                                                  April 30, 1997       Year Ended
                                                    (Unaudited)     October 31, 1996
                                                  --------------    ----------------
<S> <C>
Shares sold                                            387,763            914,108
Shares issued to shareholders on
   reinvestment of dividends                           264,112            580,880
Shares redeemed                                     (2,221,155)        (2,986,509)
                                                  ------------       ------------
Net decrease in shares outstanding                  (1,569,280)        (1,491,521)
                                                  ============       ============
Proceeds from sale of shares                      $  3,738,575       $  8,996,345
Value of reinvested dividends                        2,574,006          5,722,783
Cost of shares redeemed                            (21,578,575)       (29,396,253)
                                                  ------------       ------------
Net decrease from capital share transactions      $(15,265,994)      $(14,677,125)
                                                  ============       ============
</TABLE>


18

<PAGE>



FLAG INVESTORS TOTAL RETURN U.S. TREASURY FUND SHARES
- --------------------------------------------------------------------------------

NOTE 3 -- concluded
<TABLE>
<CAPTION>
                                                     Flag Investors Class B Shares
                                                  ----------------------------------
                                                    For the Six     For the Period
                                                   Months Ended      June 20, 1996*
                                                  April 30, 1997         through
                                                    (Unaudited)     October 31, 1996
                                                  --------------    ----------------
<S> <C>
Shares sold                                             27,008             12,460
Shares issued to shareholders on
   reinvestment of dividends                               281                 34
Shares redeemed                                        (15,345)                --
                                                      --------           --------
Net increase in shares outstanding                      11,944             12,494
                                                      ========           ========
Proceeds from sale of shares                          $262,497           $121,164
Value of reinvested dividends                            2,721                322
Cost of shares redeemed                               (150,839)                --
                                                      --------           --------
Net increase from capital share transactions          $114,379           $121,486
                                                      ========           ========
</TABLE>
- ---------
*Commencement of operations.

<TABLE>
<CAPTION>
                                                       ISI Class Shares
                                              ----------------------------------
                                                For the Six
                                               Months Ended          For the
                                              April 30, 1997       Year Ended
                                                (Unaudited)     October 31, 1996
                                              --------------    ----------------
<S> <C>
Shares sold                                         697,516         2,043,599
Shares issued to shareholders on
   reinvestment of dividends                        410,713           865,140
Shares redeemed                                  (2,541,198)       (3,510,096)
                                               ------------      ------------
Net decrease in shares outstanding               (1,432,969)         (601,357)
                                               ============      ============
Proceeds from sale of shares                   $  6,780,869      $ 20,394,040
Value of reinvested dividends                     4,000,791         8,518,116
Cost of shares redeemed                         (24,684,558)      (34,725,846)
                                               ------------      ------------
Net decrease from capital share transactions   $(13,902,898)     $ (5,813,690)
                                               ============      ============
</TABLE>
                                                                              19

<PAGE>



FLAG INVESTORS TOTAL RETURN U.S. TREASURY FUND SHARES
- --------------------------------------------------------------------------------
Notes to Financial Statements (continued)
NOTE 4--Investment Transactions

     Excluding  short-term  obligations,   purchases  of  investment  securities
aggregated   $64,536,922   and  sales  of   investment   securities   aggregated
$135,315,820 for the six months ended April 30, 1997.

     On  April  30,  1997,  aggregate  gross  unrealized  appreciation  for  all
securities  in which  there is an excess of value over tax cost was  $35,000 and
aggregate gross unrealized  depreciation for all securities in which there is an
excess of tax cost over value was $15,119,015.


NOTE 5--Net Assets

     On April 30, 1997, net assets consisted of:

Paid-in capital:
   Flag Investors Class A Shares                                   $131,585,218
   Flag Investors Class B Shares                                        235,865
   ISI Class Shares                                                 187,859,612
Distributions in excess of net investment income                     (6,055,014)
Unrealized depreciation of investments                              (15,084,015)
                                                                   ------------
                                                                   $298,541,666
                                                                   ============

NOTE 6--Tax Information

     None of the ordinary income  distributions  paid monthly by the Fund during
the six  months  ended  April  30,  1997,  qualify  for the  dividends  received
deduction for corporations.

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

20

<PAGE>



FLAG INVESTORS TOTAL RETURN U.S. TREASURY FUND SHARES
- --------------------------------------------------------------------------------

NOTE 6--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 past six months.

Quarter Ended                                 Percentage of Federal Obligations*
- -------------                                 ----------------------------------
January 31, 1997                                              97.40%
April 30, 1997                                                78.89%
- ---------
*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 Loan Banks and the
Student Loan Marketing Association.  Repurchase  agreements  are not included in
this calculation.

     Of the Fund's  ordinary  income  dividends paid during the six months ended
April 30, 1997, 92.97% was attributable to federal  obligations.  In calculating
this percentage, Fund expenses have been allocated on a pro rata basis.


NOTE 7--Shareholder Meeting

     On March 7,  1997,  the  Total  Return  U.S.  Treasury  Fund held a special
meeting  of its  shareholders.  During the  meeting,  shareholders  elected  the
following Directors:  Charles W. Cole, Jr.,  James J. Cunnane,  Richard T. Hale,
Edward S. Hyman, John F. Kroeger, Louis E. Levy, Eugene J. McDonald,  Rebecca W.
Rimel, Truman T. Semans and Carl W. Vogt.


NOTE 8--Merger Agreement

     On April 6,  1997,  Bankers  Trust New York  Corporation  and  Alex.  Brown
Incorporated announced that they had signed a definitive agreement to merge. The
merger,  which is expected to be  completed  by the fourth  quarter of 1997,  is
subject to  customary  closing  conditions,  including  certain  regulatory  and
shareholder approvals.

                                                                              21

<PAGE>


FLAG INVESTORS TOTAL RETURN U.S. TREASURY FUND SHARES
- --------------------------------------------------------------------------------

Directors and Officers

                                EDWARD S. HYMAN
                                    Chairman
            RICHARD T. HALE                            R. ALAN MEDAUGH
             Vice Chairman                                President

          CHARLES W. COLE, JR.                         GARY V. FEARNOW
                Director                                Vice President

            JAMES J. CUNNANE                             NANCY LAZAR
                Director                                Vice President

            JOHN F. KROEGER                           EDWARD J. VEILLEUX
                Director                                Vice President

             LOUIS E. LEVY                             SCOTT J. LIOTTA
                Director                         Vice President and Secretary

           EUGENE J. MCDONALD                          CARRIE L. BUTLER
                Director                                Vice President

            REBECCA W. RIMEL                          JOSEPH A. FINELLI
                Director                                  Treasurer

            TRUMAN T. SEMANS                          LAURIE D. COLLIDGE
                Director                             Assistant Secretary

           CARL W. VOGT, ESQ.
                Director


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.

22

<PAGE>


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<PAGE>


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<PAGE>



   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 Flag  Investors  Funds,
including  charges  and  expenses,  obtain a  prospectus  from  your  investment
representative  or directly from the Fund at  1-800-767-FLAG.  Read it carefully
before you invest.


<PAGE>

                                     [LOGO]
                                 FLAG INVESTORS

                                     Growth
                      Flag Investors Emerging Growth Fund
                      Flag Investors Equity Partners Fund
                       Flag Investors International Fund

                                 Equity Income
                   Flag Investors Real Estate Securities Fund
                      Flag Investors Telephone Income Fund

                                    Balanced
                       Flag Investors Value Builder Fund

                                     Income
                 Flag Investors Short-Intermediate Income Fund
             Flag Investors Total Return U.S. Treasury Fund Shares

                                Tax-Free Income
                  Flag Investors Managed Municipal Fund Shares
           Flag Investors Maryland Intermediate Tax-Free Income Fund

                                 Current Income
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