TOTAL RETURN U S TREASURY FUND INC
N-30D, 1997-06-17
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<TABLE>
<S> <C>
                                                  ========================================
           ISI
      Total Return                                  ISI
U.S. Treasury Fund Shares                            INTERNATIONAL STRATEGY & INVESTMENT
- --------------------------------------------------========================================
Directors and Officers

Edward S. Hyman       Carl W.  Vogt, Esq.
Chairman              Director

Richard T. Hale       R. Alan Medaugh
Vice Chairman         President

Charles W. Cole, Jr.  Gary V. Fearnow
Director              Vice President                                  ISI

James J. Cunnane      Nancy Lazar                                TOTAL RETURN
Director              Vice President
                                                                 U.S. TREASURY
John F. Kroeger       Edward J. Veilleux
Director              Vice President                              FUND SHARES

Louis E. Levy         Scott J. Liotta                      (A Class of Total Return
Director              Vice President and Secretary         U.S. Treasury Fund, Inc.)

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



     Investment Objective

     A mutual fund designed to provide a
     high  level  of total  return  with
     relative  stability of principal as                           TREASURIES
     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                                           --------------------------
==================================================              SEMI-ANNUAL REPORT
     ISI Group Inc.
     717 Fifth Avenue                                             April 30, 1997
     New York, NY10022                                     --------------------------
     (800) 955-7175
</TABLE>


<PAGE>

================================================================================
 Investment Advisor's Report
================================================================================

     We are pleased to report on the  progress of your Fund for the period ended
April 30, 1997.  As of this date,  the Fund  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 has 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.


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

                                                                               1

<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 following chart on ISI's Manufacturing
Company Pricing Power Index.


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

2

<PAGE>


================================================================================
Economic Outlook (concluded)
================================================================================

half.  Second,  the slowdown pattern under 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.

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.

                                                                               3

<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.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
Fund's currently effective 4.45% maximum sales charge.

- --------------------------------------------------------------------------------
                           AVERAGE ANNUAL TOTAL RETURN

                                                 % Return with
  Periods ended 3/31/97:                          Sales Charge
- --------------------------------------------------------------------------------
  One Year                                           -1.51%
- --------------------------------------------------------------------------------
  Five Years                                          6.18%
- --------------------------------------------------------------------------------
  Since Inception (8/10/88)                           7.53%
- --------------------------------------------------------------------------------

     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.  Past  performance
is not an indicator of future results.

- --------------------------------------------------------------------------------
     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.
- --------------------------------------------------------------------------------

4


<PAGE>

================================================================================
Total Return U.S. Treasury Fund, Inc.
================================================================================
Statement of Net Assets
April 30, 1997
(Unaudited)

<TABLE>
<CAPTION>
                                      Maturity                    Par                     Value
Interest Rate                           Date                     (000)                  (Note A)
- ---------------------------------------------------------------------------------------------------
<S> <C>
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
                                                                                       ============
</TABLE>
                                                                               5

<PAGE>

================================================================================
Total Return U.S. Treasury Fund, Inc.
================================================================================
Statement of Net Assets (concluded)
April 30, 1997
(Unaudited)

                                                                        Value
                                                                       (Note A)
- --------------------------------------------------------------------------------

Net Asset Value and Redemption Price Per:
  ISI Class Share
    ($173,892,163 / 18,243,236 shares outstanding)                       $9.53
                                                                         =====
  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
                                                                         =====
Maximum Offering Price Per:
  ISI Class Share
    ($9.53 / .9555)                                                      $9.97
                                                                         =====
  Flag Investors Class A Share
    ($9.53 / .955)                                                       $9.98
                                                                         =====
  Flag Investors Class B Share                                           $9.52
                                                                         =====
- --------------------------------------------------------------------------------
* Yield as of April 30, 1997.
**Also aggregate cost for federal tax purposes.
See Notes to Financial Statements.
 Total Return U.S. Treasury Fund, Inc.

6

<PAGE>

================================================================================
Total Return U.S. Treasury Fund, Inc.
================================================================================
Statement of Operations
For the Six Months Ended April 30, 1997
(Unaudited)

- --------------------------------------------------------------------------------
INVESTMENT INCOME (NOTE A):
     Interest                                                      $ 10,326,187
                                                                   ------------
EXPENSES
     Investment advisory fee (Note B)                                   435,973
     Distribution fee (Note B)                                          394,073
     Administration fee (Note B)                                        191,988
     Transfer agent fee (Note B)                                        102,701
     Accounting fee (Note B)                                             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
                                                                   ============
- --------------------------------------------------------------------------------
See Notes to Financial Statements.

                                                                               7
<PAGE>

================================================================================
Total Return U.S. Treasury Fund, Inc.
================================================================================
Statement of Changes in Net Assets
<TABLE>
<CAPTION>
                                                                 For the Six
                                                                Months Ended        For the Year
                                                               April 30, 1997           Ended
                                                                 (Unaudited)      October 31, 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:
       ISI Class Shares                                          (5,235,223)           (11,276,368)
       Flag Investors Class A Shares                             (3,789,774)            (8,687,010)
       Flag Investors Class B Shares                                 (4,735)                  (664)
     Distributions in excess of net investment income:
       ISI Class Shares                                            (787,340)              (723,712)
       Flag Investors Class A Shares                               (570,272)              (561,610)
       Flag Investors Class B Shares                                   (932)                    (8)
     Net realized short-term gains:
       ISI Class Shares                                                  --             (1,869,945)
       Flag Investors Class A Shares                                     --             (1,451,089)
       Flag Investors Class B Shares                                     --                    (21)
                                                               ------------           ------------
     Total distributions                                        (10,388,276)           (24,570,427)
                                                               ------------           ------------

CAPITAL SHARE TRANSACTIONS (NOTE C):
     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>
See Notes to Financial Statements.

8

<PAGE>

================================================================================
Total Return U.S. Treasury Fund, Inc.
================================================================================
Financial Highlights--ISI Class and Flag Investors Class A Shares
(For a share outstanding throughout each period)
<TABLE>
<CAPTION>
                                     For the Six
                                    Months Ended              For the Year Ended October 31,
                                   April 30, 1997  -------------------------------------------------------
                                     (Unaudited)      1996      1995       1994         1993       1992
- ----------------------------------------------------------------------------------------------------------
<S> <C>
Per Share Operating Performance:
  Net asset value at beginning
    of period                          $   9.83    $  10.19   $   9.22   $  11.35     $  10.47   $  10.41
                                       --------    --------   --------   --------     --------   --------
Income from Investment
  Operations:
  Net investment income                    0.27        0.56       0.57       0.51         0.62       0.76
  Net realized and unrealized
    gain/(loss) on investments            (0.25)      (0.23)      1.04      (1.16)        1.12       0.05
                                       --------    --------   --------   --------     --------   --------
  Total from Investment
    Operations                             0.02        0.33       1.61      (0.65)        1.74       0.81

Less Distributions:
  Distributions from net investment
    income and short-term gains           (0.27)      (0.65)     (0.64)     (1.20)       (0.79)     (0.70)
  Distributions in excess of net
    investment income                     (0.05)      (0.04)        --         --           --         --
  Distributions from net realized
    long-term gains                          --          --         --      (0.28)       (0.07)     (0.05)
                                       --------    --------   --------   --------     --------   --------
  Total distributions                     (0.32)      (0.69)     (0.64)     (1.48)(1)    (0.86)     (0.75)
                                       --------    --------   --------   --------     --------   --------
  Net asset value at end of period     $   9.53    $   9.83   $  10.19   $   9.22     $  11.35   $  10.47
                                       ========    ========   ========   ========     ========   ========
Total Return(2)                            0.17%       3.44%     18.09%     (6.22)%      17.33%      8.96%

Ratios to Average Daily Net Assets:

  Expenses                                 0.82%(3)    0.81%      0.80%      0.77%        0.77%      0.77%
  Net investment income                    5.73%(3)    5.69%      5.94%      4.98%        5.21%      5.65%

Supplemental Data:
  Net assets at end of period (000):
    ISI Class Shares                   $173,892    $193,486   $206,615   $200,309     $232,103   $207,518
    Flag Investors Class A Shares      $124,417    $143,791   $164,206   $175,149     $224,790   $250,210
  Portfolio turnover rate                   44%(3)      199%       194%        68%         249%       191%
- ----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Distributions to shareholders include $.05 per share return of capital.
(2) Total return excludes the effect of sales charge.
(3) Annualized.
See Notes to Financial Statements.

                                                                               9

<PAGE>

================================================================================
Total Return U.S. Treasury Fund, Inc.
================================================================================
Financial Highlights--Flag Investors Class B Shares
(For a share outstanding throughout each period)
<TABLE>
<CAPTION>
                                                               For the Six
                                                              Months Ended         For the Period
                                                             April 30, 1997   June 20, 1996(1) through
                                                               (Unaudited)        October 31, 1996
- ------------------------------------------------------------------------------------------------------
<S> <C>
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(2)                                                   (0.16)%                6.37%

Ratios to Average Daily Net Assets:

  Expenses                                                         1.17%(3)              1.40%(3)
  Net investment income                                            5.42%(3)              5.45%(3)

Supplemental Data:
  Net assets at end of period (000)                              $  233                $  123
  Portfolio turnover rate                                            44%(3)               199%(3)
- ------------------------------------------------------------------------------------------------------
</TABLE>
(1) Commencement of operations.
(2) Total return excludes the effect of sales charge.
(3) Annualized.
See Notes to Financial Statements.

10

<PAGE>

================================================================================
 Notes to Financial Statements
================================================================================

A.   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:

     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.

     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.

     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

                                                                              11

<PAGE>

================================================================================
Notes to Financial Statements (continued)
================================================================================

     taxes.  As a result,  the Fund  has made  no provisions  for federal income
     taxes.

     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.

B.   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.

     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.

12

<PAGE>

================================================================================
Notes to Financial Statements (continued)
================================================================================

C.    Capital Share Transactions  -- The Fund is  authorized  to issue up to 100
      million  shares of $.001 par value  capital  stock (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 Six        For the
                               Months Ended      Year Ended
                              April 30, 1997     October 31,
                                (Unaudited)         1996
                              --------------    -------------
Shares sold                         697,516        2,043,599
Shares issued to share-
  holders on reinvest-
  ment 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)
                               ============     ============


                               Flag Investors Class A Shares
                              -------------------------------
                                For the Six        For the
                               Months Ended      Year Ended
                              April 30, 1997     October 31,
                                (Unaudited)         1996
                              --------------    -------------
Shares sold                         387,763          914,108
Shares issued to share-
  holders on reinvest-
  ment 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)
                               ============     ============


                               Flag Investors Class B Shares
                              -------------------------------
                                              For the Period
                               For the Six    June 20, 1996*
                               Months Ended       through
                              April 30, 1997    October 31,
                                (Unaudited)        1996
                              --------------  ---------------
Shares sold                         27,008        12,460
Shares issued to share-
  holders on reinvest-
  ment 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
                                 =========      ========
- ---------
*Commencement of operations.

                                                                              13

<PAGE>

================================================================================
Notes to Financial Statements (concluded)
================================================================================

D.   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.

E.   Net Assets -- On April 30, 1997, net assets consisted of:


     Paid-in capital:
       ISI Class Shares                  $187,859,612
       Flag Investors
         Class  A Shares                  131,585,218
       Flag Investors
         Class B Shares                       235,865

     Distributions in excess
       of net investment income            (6,055,014)

     Unrealized depreciation of
       investments                        (15,084,015)
                                         ------------
                                         $298,541,666
                                         ============

F.   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.

     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.

                                Percentage of
     Quarter Ended           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.

G.   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.

H.   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.

14

<PAGE>

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