TOTAL RETURN U S TREASURY FUND INC
N-30D, 2000-12-27
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                          [Flag Investors Logo Omitted]

                                  TOTAL RETURN
                                   US TREASURY
                                   FUND SHARES

                                  Annual Report
                                October 31, 2000

<PAGE>

LETTER TO SHAREHOLDERS
--------------------------------------------------------------------------------
Dear Shareholders:

     During a year of falling  interest rates,  the Fund recorded a total return
of 9.49%. From the Fund's inception on August 10, 1988 through October 31, 2000,
the Fund has posted a cumulative total return of 156.42%,  which translates into
an average annual total return of 8.01%.  These figures assume the  reinvestment
of dividend and capital gain distributions,  but exclude the impact of any sales
charge. Please review the additional  performance  information that follows this
letter and ISI's Economic Outlook.

REVIEW OF RATES AND PORTFOLIO MANAGEMENT

     Rates fell during last year because the Federal  Reserve  hiked  short-term
interest  rates and that slowed the economy.  Political  gridlock in  Washington
also held back spending so the Federal  Government  budget  surplus  boomed.  We
expect the same kind of  gridlock  that  resulted in lower  Treasury  rates next
year. ISI will be following  Washington  politics  closely to make sure a 1980's
style  solution,  (ie, a lot of  spending  for each  party's  program),  doesn't
emerge. The year's movement of long-term Treasury interest rates is shown in the
chart below.

--------------------------------------------------------------------------------
30 YEAR US TREASURY YIELD*
[GRAPHIC OMITTED]

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED IMAGE

10/29/99 6.163
11/05/99 6.056
11/12/99 6.036
11/19/99 6.162
11/26/99 6.232
12/03/99 6.252
12/10/99 6.166
12/17/99 6.374
12/24/99 6.486
12/31/99 6.477
01/07/00 6.546
01/14/00 6.697
01/21/00 6.694
01/28/00 6.452
02/04/00 6.271
02/11/00 6.269
02/18/00 6.157
02/25/00 6.129
03/03/00 6.131
03/10/00 6.176
03/17/00 6
03/24/00 5.986
03/31/00 5.828
04/07/00 5.709
04/14/00 5.776
04/21/00 5.827
04/28/00 5.96
05/05/00 6.188
05/12/00 6.201
05/19/00 6.206
05/26/00 6.059
06/02/00 5.945
06/09/00 5.895
06/16/00 5.869
06/23/00 6.041
06/30/00 5.896
07/07/00 5.869
07/14/00 5.876
07/21/00 5.789
07/28/00 5.785
08/04/00 5.708
08/11/00 5.706
08/18/00 5.69
08/25/00 5.669
09/01/00 5.661
09/08/00 5.7
09/15/00 5.9
09/22/00 5.913
09/29/00 5.885
10/06/00 5.837
10/13/00 5.804
10/20/00 5.727
10/27/00 5.741
--------------------------------------------------------------------------------
*Source: Bloomberg

     A key to  the  Fund's  good  performance  was  maintaining  a long  average
maturity. During the year the Fund's average maturity was a relatively long 12.7
years. The Fund emphasized issues that were most likely to be bought back by the
Treasury.

                                                                               1

<PAGE>

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

VALUE OF TREASURIES

     ISI expects the economy to slow.  Further,  we think a hard landing is more
likely than a soft one. So far, as the  slowdown  has begun to emerge,  Treasury
issues  have  outperformed  corporate  issues.  We believe  they seem  likely to
perform  even  better  going  forward.  One of the major  factors at work is the
leveraging  that has taken  place in the private  sector.  This high debt burden
becomes  more  difficult  to support if revenue  slows,  as is typical in a hard
landing. For a sense of the extent of the leveraging, please see the chart below
which  covers  corporate  debt as a percentage  of the  economy,  on a quarterly
basis.

--------------------------------------------------------------------------------
US NONFINANCIAL CORP DEBT AS A % OF GDP
[GRAPHIC OMITTED]

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED IMAGE

31-Mar-60         27.4
30-Jun-60         28
30-Sep-60         28
31-Dec-60         29
31-Mar-61         28.8
30-Jun-61         28.6
30-Sep-61         28.2
31-Dec-61         28.4
31-Mar-62         27.9
30-Jun-62         28.2
30-Sep-62         28.2
31-Dec-62         28.8
31-Mar-63         28.6
30-Jun-63         28.7
30-Sep-63         28.3
31-Dec-63         28.9
31-Mar-64         28.4
30-Jun-64         28.6
30-Sep-64         28.5
31-Dec-64         29.2
31-Mar-65         29
30-Jun-65         29.3
30-Sep-65         29.1
31-Dec-65         29.2
31-Mar-66         29
30-Jun-66         29.9
30-Sep-66         29.9
31-Dec-66         30.2
31-Mar-67         30.5
30-Jun-67         31.2
30-Sep-67         31.1
31-Dec-67         31.8
31-Mar-68         31.1
30-Jun-68         31.2
30-Sep-68         31.3
31-Dec-68         32
31-Mar-69         31.9
30-Jun-69         32.6
30-Sep-69         32.6
31-Dec-69         33.4
31-Mar-70         33.6
30-Jun-70         34.3
30-Sep-70         34.2
31-Dec-70         34.8
31-Mar-71         33.9
30-Jun-71         34.1
30-Sep-71         34.1
31-Dec-71         34.3
31-Mar-72         33.9
30-Jun-72         33.8
30-Sep-72         33.5
31-Dec-72         33.6
31-Mar-73         33.3
30-Jun-73         33.6
30-Sep-73         34.3
31-Dec-73         34.6
31-Mar-74         35.1
30-Jun-74         35.5
30-Sep-74         35.6
31-Dec-74         35.7
31-Mar-75         35.6
30-Jun-75         35.2
30-Sep-75         34.1
31-Dec-75         33.6
31-Mar-76         32.6
30-Jun-76         32.8
30-Sep-76         32.6
31-Dec-76         32.6
31-Mar-77         32.5
30-Jun-77         32.3
30-Sep-77         32
31-Dec-77         32.6
31-Mar-78         32.9
30-Jun-78         32.1
30-Sep-78         31.7
31-Dec-78         31.5
31-Mar-79         31.7
30-Jun-79         32
30-Sep-79         31.8
31-Dec-79         31.7
31-Mar-80         31.8
30-Jun-80         31.9
30-Sep-80         31.7
31-Dec-80         31.2
31-Mar-81         30.4
30-Jun-81         31.3
30-Sep-81         31.5
31-Dec-81         32.1
31-Mar-82         33.2
30-Jun-82         33.5
30-Sep-82         33.8
31-Dec-82         33.7
31-Mar-83         33.9
30-Jun-83         33.5
30-Sep-83         33.3
31-Dec-83         33.3
31-Mar-84         33.4
30-Jun-84         34
30-Sep-84         34.4
31-Dec-84         35.6
31-Mar-85         35.6
30-Jun-85         36
30-Sep-85         36
31-Dec-85         37.3
31-Mar-86         37.9
30-Jun-86         38.8
30-Sep-86         39.1
31-Dec-86         40.4
31-Mar-87         40.7
30-Jun-87         40.8
30-Sep-87         40.8
31-Dec-87         41.1
31-Mar-88         41.7
30-Jun-88         42
30-Sep-88         41.9
31-Dec-88         42.2
31-Mar-89         42.4
30-Jun-89         42.9
30-Sep-89         42.8
31-Dec-89         43
31-Mar-90         42.8
30-Jun-90         42.8
30-Sep-90         42.9
31-Dec-90         43.1
31-Mar-91         42.7
30-Jun-91         42.4
30-Sep-91         41.6
31-Dec-91         40.6
31-Mar-92         40.3
30-Jun-92         39.9
30-Sep-92         39.4
31-Dec-92         38.9
31-Mar-93         38.7
30-Jun-93         38.6
30-Sep-93         38.3
31-Dec-93         37.8
31-Mar-94         38
30-Jun-94         37.8
30-Sep-94         37.6
31-Dec-94         37.4
31-Mar-95         38
30-Jun-95         38.8
30-Sep-95         38.8
31-Dec-95         38.9
31-Mar-96         39
30-Jun-96         39.3
30-Sep-96         39.3
31-Dec-96         38.9
31-Mar-97         39
30-Jun-97         39.1
30-Sep-97         39.1
31-Dec-97         39.8
31-Mar-98         40.5
30-Jun-98         41.6
30-Sep-98         41.9
31-Dec-98         42.2
31-Mar-99         43.6
30-Jun-99         44.3
30-Sep-99         45
31-Dec-99         45
31-Mar-00         45.7
30-Jun-00         46.4
--------------------------------------------------------------------------------

     ISI expects Treasury  interest rates to decline next year. Please see ISI's
economic outlook that follows this letter for more details.

     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/ SIGNATURE

R. Alan Medaugh
President
November 22, 2000

2

<PAGE>

ECONOMIC OUTLOOK FOR 2001 -- AS OF OCTOBER 31, 2000
--------------------------------------------------------------------------------

OVERVIEW

     ISI expects  Treasury and high quality  Municipal  bond  interest  rates to
decrease over the next year  producing  capital gains for long maturity  issues.
The major reason is slowing US and global growth. Since 1996, swings in consumer
spending have become sensitive to swings in stock prices. In this light, perhaps
the most important recent economic  development is the weakness in stock prices.
Week by week, it is becoming  clearer that both US and foreign  growth rates are
slowing. The forces that are associated with this slowdown also tend to indicate
the pace of future growth.  So we feel further  slowing is likely.  For example,
the correlation between growth and oil has been that oil leads the economy by 12
months. The correlation is a negative one (ie, higher oil prices reduce economic
growth).  Likewise,  for the seven  largest  industrialized  countries,  the US,
Japan, Great Britain, France, Germany, Italy and Canada (the G-7), interest rate
changes have led the economy also by 12 months. For example,  G7 short rates hit
a low in early 1999 and G7  industrial  production  gains  peaked a year  later.
Recently,  G7  short  rates  hit a new  high,  suggesting  that the  weakest  G7
industrial production readings won't be seen until at least this time next year.
The global technology slowdown, which is starting to unfold and starting to slow
global growth,  is for some months likely to feed on itself,  as well as feed on
and reinforce the global slowdown.

     To be sure, there are positives for growth including world trade,  consumer
confidence,  and fiscal  stimulus.  However,  these  positives are losing to the
forces  outlined above.  There are also a host of other forces  including a zero
savings  rate, an unusually  large number  (given a booming  economy) of company
earnings warnings (ie, Kmart,  Office Depot, Dell and Disney), a rising level of
corporate  bankruptcies  and a slowing in bank  lending.  There is now political
uncertainty,  in the US,  which may hurt the  economy to the extent it hurts the
stock market.

THE US ECONOMY

     Evidence of slower US growth includes ISI's company  surveys,  unemployment
claims (which recently hit a two-year  high),  scrap steel prices (hit a 14-year
low) (See graph on the  following  page),  and computer chip prices hit a record
low (down 56% in just 17 weeks).  In addition,  stock  analysts'  fourth quarter
estimates for S&P 500 operating earnings have shed 4.2 points since the start of
the  quarter  from 15.6% to 11.4%,  the  sharpest  drop since  1998's weak third
quarter.  At this year's fourth quarter pace of estimates cuts, the final result
would end up around 5%, down significantly from the optimism of few months ago.

                                                                               3

<PAGE>

ECONOMIC OUTLOOK FOR 2001 (CONCLUDED)
--------------------------------------------------------------------------------
SCRAP STEEL PRICE*
[GRAPHIC OMITTED]

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED IMAGE

31-Jan-85         93
128-Feb-85        95
29-Mar-85         90
30-Apr-85         84
31-May-85         70
28-Jun-85         67
31-Jul-85         75
30-Aug-85         83
30-Sep-85         80
31-Oct-85         74
29-Nov-85         80
31-Dec-85         85
31-Jan-86         83
28-Feb-86         80
31-Mar-86         75
30-Apr-86         72
30-May-86         70
30-Jun-86         70
31-Jul-86         70
29-Aug-86         74
30-Sep-86         71
31-Oct-86         71
28-Nov-86         71
31-Dec-86         73
30-Jan-87         75
27-Feb-87         79
31-Mar-87         75
30-Apr-87         77
29-May-87         80
30-Jun-87         83.5
31-Jul-87         84.5
31-Aug-87         92.5
30-Sep-87         117.5
30-Oct-87         121
30-Nov-87         109
31-Dec-87         100
1-Feb-88          121.5
29-Feb-88         119
31-Mar-88         119
29-Apr-88         118
31-May-88         113
30-Jun-88         117.5
29-Jul-88         122.5
31-Aug-88         120
30-Sep-88         125
31-Oct-88         125
30-Nov-88         113
30-Dec-88         113
31-Jan-89         121.5
28-Feb-89         123
31-Mar-89         115.5
28-Apr-89         120
31-May-89         118
30-Jun-89         114.5
31-Jul-89         109
31-Aug-89         109
29-Sep-89         106.5
31-Oct-89         98
30-Nov-89         98.5
29-Dec-89         106.5
31-Jan-90         103.5
28-Feb-90         103.5
30-Mar-90         106.5
30-Apr-90         111.5
31-May-90         118
29-Jun-90         114.5
31-Jul-90         119.5
31-Aug-90         118
28-Sep-90         115.5
31-Oct-90         110.5
30-Nov-90         107
31-Dec-90         106
31-Jan-91         104.5
28-Feb-91         104
29-Mar-91         102
30-Apr-91         95
31-May-91         95
28-Jun-91         89
31-Jul-91         94
30-Aug-91         94
30-Sep-91         97
31-Oct-91         94
29-Nov-91         94
31-Dec-91         94
31-Jan-92         89.5
28-Feb-92         89.5
31-Mar-92         89.5
30-Apr-92         94
29-May-92         92
30-Jun-92         90
31-Jul-92         88.5
31-Aug-92         86.5
30-Sep-92         90.5
30-Oct-92         89.5
30-Nov-92         89
31-Dec-92         92.5
29-Jan-93         99.5
26-Feb-93         109.5
31-Mar-93         108.5
30-Apr-93         106.5
31-May-93         106.5
30-Jun-93         115
30-Jul-93         118.5
31-Aug-93         112.5
30-Sep-93         112.5
29-Oct-93         131.5
30-Nov-93         137.5
31-Dec-93         139.5
31-Jan-94         139.5
28-Feb-94         139.5
31-Mar-94         139.5
29-Apr-94         135
31-May-94         122.5
30-Jun-94         111.5
29-Jul-94         117.5
31-Aug-94         134.5
30-Sep-94         134.5
31-Oct-94         133.5
30-Nov-94         140
30-Dec-94         144
31-Jan-95         147
28-Feb-95         142.5
31-Mar-95         137.5
28-Apr-95         137.5
31-May-95         141.5
30-Jun-95         140.5
31-Jul-95         140.5
31-Aug-95         146.5
29-Sep-95         143.5
31-Oct-95         138.5
30-Nov-95         134.5
29-Dec-95         135
31-Jan-96         144.5
29-Feb-96         144.5
29-Mar-96         139
30-Apr-96         139.5
31-May-96         141.5
28-Jun-96         138.5
31-Jul-96         134
30-Aug-96         136.5
30-Sep-96         136.5
31-Oct-96         126.5
29-Nov-96         116.5
31-Dec-96         116.5
31-Jan-97         131
28-Feb-97         146
31-Mar-97         136.5
30-Apr-97         133.5
30-May-97         134.5
30-Jun-97         138.5
31-Jul-97         143.5
29-Aug-97         146.5
30-Sep-97         137.5
31-Oct-97         139.5
28-Nov-97         143.5
31-Dec-97         143.5
30-Jan-98         145.5
27-Feb-98         140
31-Mar-98         135.5
30-Apr-98         133.5
29-May-98         135.5
30-Jun-98         135.5
31-Jul-98         130.5
31-Aug-98         120.5
30-Sep-98         107.5
30-Oct-98         84.5
30-Nov-98         78.5
31-Dec-98         76.5
1-Jan-99          76.5
29-Jan-99         91.5
26-Feb-99         101.5
31-Mar-99         90.5
30-Apr-99         90.5
31-May-99         100.5
30-Jun-99         104.5
30-Jul-99         100.5
31-Aug-99         106.5
30-Sep-99         106.5
29-Oct-99         106.5
30-Nov-99         113.5
31-Dec-99         120.5
31-Jan-00         120.5
29-Feb-00         110.5
31-Mar-00         110.5
28-Apr-00         108.5
31-May-00         101.5
30-Jun-00         93.5
31-Jul-00         91.5
31-Aug-00         92.5
29-Sep-00         92.5
31-Oct-00         79.5
--------------------------------------------------------------------------------
*Source: Data Resources Incorporated

POLITICS

     The election gave neither party a mandate. From a legislation-passing point
of view, the House and Senate are deadlocked.  Political gridlock seems the most
likely  result.  The bond market  enjoyed many  aspects of the 1990's  gridlock,
especially the budget surplus  outcome.  The markets seem to be emphasizing  the
positive aspects of a political  standoff.  It is possible that the result could
also be a  something-for-everyone  budget.  The spending surge and tax cuts that
resulted  during the 1980's  gridlock  could be the  precedent  for a big budget
outcome  in 2001 and  beyond.  Politics  has the  ability  to both help and hurt
interest rates in the coming year.

THE GLOBAL ECONOMY

     ISI keeps tabs on the world growth  picture by surveying  economic  reports
from 35  countries,  and labeling each report as a sign of strength or weakness.
It clearly declined in recent weeks. Please see the chart on the next page.

     Recent   evidence  of  slower   growth   abroad   includes   weaker  German
manufacturing  orders, a downgrade of Korean growth  prospects,  slower Japanese
money growth, and more deflation for Japan's domestic Wholesale Price Index.

     Another overall  indicator,  the world Leading Economic Indicator (LEI) for
September 2000, is now up just 2.1%  year-to-year,  well down from its late-1999
peak of 5.8%. The world LEI leads G7 activity by roughly six-months.

4

<PAGE>

--------------------------------------------------------------------------------
GLOBAL STRENGTH/WEAKNESS(1) (1/2/95-11/13/00)
THIRTEEN WEEK AVERAGE
 [GRAPHIC OMITTED]

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED IMAGE

2 JAN 95          13.2
9 JAN 95          12.5
16 JAN 95         11.4
23 JAN 95         10.5
30 JAN 95         9.5
6 FEB 95          9.3
13 FEB 95         9.4
20 FEB 95         9.8
27 FEB 95         11.2
6 MAR 95          10.5
13 MAR 95         9.2
20 MAR 95         9.7
27 MAR 95         10.3
3 APR 95          8.7
10 APR 95         9.2
17 APR 95         8.5
24 APR 95         7.4
1 MAY 95          7.2
8 MAY 95          5.2
15 MAY 95         4.4
22 MAY 95         1.8
29 MAY 95         -1.4
5 JUN 95          -3.5
12 JUN 95         -3.5
19 JUN 95         -3.8
26 JUN 95         -3.1
3 JUL 95          -3.9
10 JUL 95         -3.8
17 JUL 95         -2.8
24 JUL 95         -3.6
31 JUL 95         -4.8
7 AUG 95          -4.5
14 AUG 95         -3.8
21 AUG 95         -2.7
28 AUG 95         -2.5
4 SEP 95          -1.3
11 SEP 95         -0.6
18 SEP 95         -1
25 SEP 95         -2.7
2 OCT 95          -2.6
9 OCT 95          -4.8
16 OCT 95         -5.3
23 OCT 95         -5.5
30 OCT 95         -5.6
6 NOV 95          -4.5
13 NOV 95         -5.5
20 NOV 95         -6.2
27 NOV 95         -5.5
4 DEC 95          -6.3
11 DEC 95         -7.5
18 DEC 95         -8.1
25 DEC 95         -6.3
1 JAN 96          -5.8
8 JAN 96          -4.8
15 JAN 96         -5.8
22 JAN 96         -6.5
29 JAN 96         -6.1
5 FEB 96          -5.9
12 FEB 96         -7
19 FEB 96         -5.2
26 FEB 96         -4.2
4 MAR 96          -2.8
11 MAR 96         -3.1
18 MAR 96         -3.6
25 MAR 96         -5.5
1 APR 96          -6.8
8 APR 96          -6.7
15 APR 96         -5.4
22 APR 96         -4.5
29 APR 96         -3.9
6 MAY 96          -3.6
13 MAY 96         -2.6
20 MAY 96         -4.3
27 MAY 96         -3.2
3 JUN 96          -3.8
10 JUN 96         -2
17 JUN 96         -1.5
24 JUN 96         -0.8
1 JUL 96          -0.6
8 JUL 96          -0.2
15 JUL 96         -0.1
22 JUL 96         -0.2
29 JUL 96         -1.8
5 AUG 96          -2.8
12 AUG 96         -3
19 AUG 96         -2.7
26 AUG 96         -2.7
2 SEP 96          -3.2
9 SEP 96          -0.9
16 SEP 96         -0.8
23 SEP 96         -0.1
30 SEP 96         0.2
7 OCT 96          0.5
14 OCT 96         -0.2
21 OCT 96         0.3
28 OCT 96         2.2
4 NOV 96          2.5
11 NOV 96         2.8
18 NOV 96         4.8
25 NOV 96         5.9
2 DEC 96          8.1
9 DEC 96          5.8
16 DEC 96         5.9
23 DEC 96         5.2
30 DEC 96         6.9
6 JAN 97          6.2
13 JAN 97         6.6
20 JAN 97         6.5
27 JAN 97         6.1
3 FEB 97          5.8
10 FEB 97         7.5
17 FEB 97         7.3
24 FEB 97         5.2
3 MAR 97          6
10 MAR 97         6
17 MAR 97         8
24 MAR 97         9.4
31 MAR 97         9.1
7 APR 97          9.4
14 APR 97         8.2
21 APR 97         7.9
28 APR 97         6.9
5 MAY 97          5.4
12 MAY 97         4.5
19 MAY 97         2.8
26 MAY 97         2.9
2 JUN 97          1.2
9 JUN 97          0.6
16 JUN 97         -0.9
23 JUN 97         -1.8
30 JUN 97         -2.2
7 JUL 97          -1.8
14 JUL 97         0.8
21 JUL 97         0.8
28 JUL 97         3.8
4 AUG 97          6.9
11 AUG 97         8.7
18 AUG 97         9.4
25 AUG 97         10.4
1 SEP 97          12.5
8 SEP 97          12.8
15 SEP 97         13.2
22 SEP 97         13.2
29 SEP 97         14.2
6 OCT 97          14.1
13 OCT 97         14.7
20 OCT 97         14.5
27 OCT 97         12.3
3 NOV 97          10.2
10 NOV 97         9.8
17 NOV 97         9.4
24 NOV 97         8.7
1 DEC 97          6.7
8 DEC 97          6.5
15 DEC 97         6.3
22 DEC 97         5.3
29 DEC 97         3.3
5 JAN 98          1.9
12 JAN 98         0.2
19 JAN 98         2.3
26 JAN 98         2.8
2 FEB 98          2.1
9 FEB 98          1.2
16 FEB 98         -0.4
23 FEB 98         -1.7
2 MAR 98          -1
9 MAR 98          -1.7
16 MAR 98         -2
23 MAR 98         -2.9
30 MAR 98         -1.8
6 APR 98          -2.1
13 APR 98         -1.4
20 APR 98         -3.4
27 APR 98         -3.2
4 MAY 98          -1.4
11 MAY 98         -1.5
18 MAY 98         -0.5
25 MAY 98         -1.5
1 JUN 98          -3.5
8 JUN 98          -2.5
15 JUN 98         -4.9
22 JUN 98         -6.2
29 JUN 98         -7.7
6 JUL 98          -8.9
13 JUL 98         -10.2
20 JUL 98         -10.8
27 JUL 98         -11.5
3 AUG 98          -12.1
10 AUG 98         -12.5
17 AUG 98         -13.6
24 AUG 98         -12.8
31 AUG 98         -12.7
7 SEP 98         -14.5
14 SEP 98         -10.8
21 SEP 98         -9.2
28 SEP 98         -8.5
5 OCT 98          -8.9
12 OCT 98         -8.8
19 OCT 98         -9
26 OCT 98         -9.7
2 NOV 98          -10.5
9 NOV 98          -11.5
16 NOV 98         -10.5
23 NOV 98         -11.5
30 NOV 98         -11.5
7 DEC 98          -11.5
14 DEC 98         -13.7
21 DEC 98         -11.8
28 DEC 98         -12
4 JAN 99          -9
11 JAN 99         -7.2
18 JAN 99         -5.8
25 JAN 99         -4.6
1 FEB 99          -2.2
8 FEB 99          1.2
15 FEB 99         1.3
22 FEB 99         2.1
1 MAR 99          3.9
8 MAR 99          5.6
15 MAR 99         7
22 MAR 99         5
29 MAR 99         6.1
5 APR 99          5.8
12 APR 99         5.8
19 APR 99         5.8
26 APR 99         7.2
3 MAY 99          8.2
10 MAY 99         6.8
17 MAY 99         7.1
24 MAY 99         9.8
31 MAY 99         7.8
7 JUN 99          8.2
14 JUN 99         8.9
21 JUN 99         10.2
28 JUN 99         10.2
5 JUL 99          11.8
12 JUL 99         12.6
19 JUL 99         12.8
26 JUL 99         13.5
2 AUG 99          13.5
9 AUG 99          14.5
16 AUG 99         16.2
23 AUG 99         14.9
30 AUG 99         15.6
6 SEP 99          15.2
13 SEP 99         14.9
20 SEP 99         14.9
27 SEP 99         16.4
4 OCT 99          16.4
11 OCT 99         16.8
18 OCT 99         17.3
25 OCT 99         16.4
1 NOV 99          14.1
8 NOV 99          11.7
15 NOV 99         11.6
22 NOV 99         11.3
29 NOV 99         12.6
6 DEC 99          12.5
13 DEC 99         14.3
20 DEC 99         15.2
27 DEC 99         16
3 JAN 0           16.9
10 JAN 0          16.3
17 JAN 0          17.9
24 JAN 0          18.8
31 JAN 0          18.8
7 FEB 0           20.4
14 FEB 0          21.3
21 FEB 0          23
28 FEB 0          23.8
6 MAR 0           27
13 MAR 0          27.2
20 MAR 0          27.1
27 MAR 0          27.3
3 APR 0           26.1
10 APR 0          26.6
17 APR 0          25.2
24 APR 0          24.2
1 MAY 0           23.8
8 MAY 0           23.5
15 MAY 0          21.7
22 MAY 0          22.2
29 MAY 0          20.1
5 JUN 0           15
12 JUN 0          13.1
19 JUN 0          12.5
26 JUN 0          10.4
3 JUL 0           10.3
10 JUL 0          9.5
17 JUL 0          8
24 JUL 0          7.9
31 JUL 0          9.6
7 AUG 0           9.2
14 AUG 0          9.5
21 AUG 0          8
28 AUG 0          8.5
4 SEP 0           8.2
11 SEP 0          8.5
18 SEP 0          7.8
25 SEP 0          6.4
2 OCT 0           8.2
9 OCT 0           6.8
16 OCT 0          7.9
23 OCT 0          7.4
30 OCT 0          5.5
6 NOV 0           3.6
13 NOV 0          1.8

INFLATION

     With global growth slowing and a number of US inflation  indicators rolling
over,  odds are  inflation  is headed  lower,  particularly  if oil has  peaked.
Manufacturing  unit  labor  costs were down a stunning  0.6%  month-to-month  in
September  and  3.0%  year-to-year  (September-September).   Consumer  inflation
expectations have slowed from a peak of 3.2% to 2.8% in November  (University of
Michigan Inflation  Expectation survey). In addition,  the trade weighted dollar
has remained firm, and gold has continued to trade below $270/ounce.

                                                                               5

<PAGE>

FLAG INVESTORS TOTAL RETURN US 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.  To further
assist in this evaluation, the Securities and Exchange Commission (SEC) requires
that we include,  on an annual basis, a line graph  comparing the performance of
the Fund to that of an appropriate  market index. This graph measures the growth
of a $10,000 hypothetical  investment from the Fund's inception date through the
end of the most recent fiscal year-end. The SEC also requires that we report the
Fund's  total  return  according  to a  standardized  formula,  for various time
periods through the end of the most recent fiscal year.

     Both the line graph and the SEC  standardized  total return figures include
the impact of the 4.50%  maximum  initial  sales  charge for the Class A Shares.
Returns  would be higher for Class A Shares  investors who qualified for a lower
initial sales charge.

     While the graphs and the total  return  figures are  required by SEC rules,
such  comparisons  are of limited  utility since the total return of the Fund is
adjusted for sales  charges and  expenses  while the total return of the indices
are not. In fact, if you wished to replicate the total return of these  indices,
you would have to purchase the securities they  represent,  an effort that would
require a  considerable  amount of money and would incur  expenses  that are not
reflected in the index results.

     The SEC total return  figures may differ from total  return  figures in the
shareholder  letter because the SEC figures  include the impact of sales charges
while the total return figures in the shareholder letter do not. Any performance
figures shown are for the full period indicated.

6

<PAGE>

FLAG INVESTORS TOTAL RETURN US TREASURY FUND SHARES
--------------------------------------------------------------------------------

ADDITIONAL PERFORMANCE INFORMATION (CONCLUDED)
CHANGE  IN  VALUE  OF A  $10,000  INVESTMENT  IN  CLASS  A  SHARES1  AUGUST  10,
1988-OCTOBER 31, 2000

[GRAPHIC OMITTED]

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED IMAGE

            Flag Investors     Lehman Bros.     Lehman Bros.      Lehman Bros.
            Total Return       Intermediate       Treasury         Long-Term
8/10/88          9555             10000            10000            10000
10/88            9852             10313            10407            10685
10/89            11021            11388            11676            12493
10/90            11178            12266            12345            12592
10/91            12954            13889            14140            14876
10/92            14116            15268            15608            16593
10/93            16564            16685            17659            20526
10/94            15534            16400            16871            18143
10/95            18344            18329            19464            23016
10/96            18975            19359            20449            23810
10/97            20682            20766            22210            26815
10/98            22231            22793            24780            31189
10/99            22377            21379            24403            31392
10/00            24501            24276            21369            27400

AVERAGE ANNUAL TOTAL RETURN1
--------------------------------------------------------------------------------
  PERIODS ENDED 10/31/00         1-YEAR   5-YEARS   10-YEARS    SINCE INCEPTION4
  ----------------------         ------   -------   --------    ----------------
  Class A Shares                  4.57%    4.99%      7.67%           7.60%
--------------------------------------------------------------------------------
--------------
1 PAST  PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.  Investment  return and
  principal  value will fluctuate so that an investor's  shares,  when redeemed,
  may be worth more or less than their original  cost.  These figures assume the
  reinvestment of dividend and capital gain distributions and include the Fund's
  maximum  4.50% sales  charge.  The Lehman  Brothers  indices  listed above are
  unmanaged  and do not  reflect  expenses,  which have been  deducted  from the
  Fund's  returns.  Management  is not aware of any  single  index that is truly
  representative of the Fund since its active maturity  management policy allows
  the  manager  to adjust  the  weighted  average  maturity  throughout  each US
  Treasury   sector.   Currently,   the  Fund's  weighted  average  maturity  is
  approximately 12.97 years.
2 The  Lehman  Brothers   Long-Term  Treasury  Index  and  the  Lehman  Brothers
  Intermediate  Treasury Index reflect the performance of US Treasury securities
  in their respective  sectors.  Benchmark  returns are for the period beginning
  August 31, 1988.
3 The  Lehman  Brothers  Treasury  Index is more of a  general  index in that it
  reflects the  performance of all public  obligations and does not focus on any
  one particular segment.  Benchmark returns are for the period beginning August
  31, 1988.
4 8/10/88.

                                                                               7

<PAGE>

FLAG INVESTORS TOTAL RETURN US TREASURY FUND SHARES
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS                                         OCTOBER 31, 2000

  INTEREST                                               PAR
    RATE                    MATURITY DATE               (000)      MARKET VALUE
--------------------------------------------------------------------------------
----------------------------
 US TREASURY BONDS -- 73.72%
----------------------------
       10.375%                11/15/12                 $28,750     $ 35,825,202
        8.875%                 2/15/19                  36,500       47,957,569
        8.125%                 8/15/19                  35,000       43,225,000
        8.50%                  2/15/20                  41,000       52,512,021
                                                                   ------------
   Total US Treasury Bonds
         (Cost $187,940,425)                                        179,519,792
                                                                   ------------
-------------------------------------------------
 ZERO COUPON US TREASURY BONDS (STRIPS) -- 2.99%
-------------------------------------------------
        6.065%*                5/15/17                  19,500        7,271,024
                                                                   ------------
   Total Zero Coupon US Treasury Bonds
         (STRIPS) (Cost $7,812,128)                                   7,271,024
                                                                   ------------
--------------------------------
 REPURCHASE AGREEMENTS -- 22.17%
--------------------------------
Goldman Sachs & Co., 6.50%
      Dated  10/31/00,  to be  repurchased  on
      11/01/00, collateralized by US
      Treasury Note with a par value of
      $26,850,000,  coupon rate of 6.375%, due
      6/30/02, with a market value of $27,538,105
      (Cost $26,998,000)                                             26,998,000
J.P. Morgan Securities Inc., 6.45%
      Dated  10/31/00,  to be  repurchased  on
      11/01/00,  collateralized  by US
      Treasury Note with a par value of $27,408,494,
      coupon rate of 6.000%, due
      9/30/02, with a market value of $27,539,472
      (Cost $26,999,000)                                             26,999,000
                                                                   ------------
   Total Repurchase Agreements
         (Cost $53,997,000)                                          53,997,000
                                                                   ------------
TOTAL INVESTMENTS -- 98.88%
      (Cost $249,749,553)**                                         240,787,816
OTHER ASSETS IN EXCESS OF LIABILITIES -- 1.12%                        2,735,824
                                                                   ------------
NET ASSETS -- 100.0%                                               $243,523,640
                                                                   ============

---------------------
 * Yield as of October 31, 2000.
** Also aggregate cost for federal tax purposes.

SEE NOTES TO FINANCIAL STATEMENTS.
8

<PAGE>

FLAG INVESTORS TOTAL RETURN US TREASURY FUND SHARES
--------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES

                                                                     FOR THE
                                                                    YEAR ENDED
                                                                    OCTOBER 31,
--------------------------------------------------------------------------------
                                                                        2000
Assets:
   Investments, at value (cost $249,749,553)                       $240,787,816
   Cash                                                                     813
   Receivable for shares of beneficial interest subscribed              214,991
   Dividend and interest receivable                                   3,415,668
   Prepaid expenses and other                                           116,166
                                                                   ------------
     Total assets                                                   244,535,454
                                                                   ------------
Liabilities:
   Payable for shares of beneficial interest redeemed                   160,002
   Dividend payable                                                     503,260
   Accrued expenses and other                                           348,552
                                                                   ------------
     Total liabilities                                                1,011,814
                                                                   ------------
Net assets                                                         $243,523,640
                                                                   ------------
Composition of Net Assets:
   Paid-in capital                                                 $257,309,837
   Distributions in excess of net investment income                    (538,989)
   Accumulated net realized loss from investment transactions        (4,285,472)
   Net unrealized depreciation on investments                        (8,961,737)
                                                                   ------------
   Net assets                                                      $243,523,640
                                                                   ------------
Net Asset Value Per Share:
   Flag Investors Class A Shares
     ($106,796,159 / 11,156,964 shares)                                  $ 9.57
                                                                         ======
   ISI Shares ($136,727,481 / 14,281,795 shares)                         $ 9.57
                                                                         ======
Maximum Offering Price Per Share:
   Flag Investors Class A Shares ($9.57 / 0.955)                         $10.02
                                                                         ======
   ISI Shares ($9.57 / 0.9555)                                           $10.02
                                                                         ======


SEE NOTES TO FINANCIAL STATEMENTS.

                                                                               9

<PAGE>

FLAG INVESTORS TOTAL RETURN US TREASURY FUND SHARES
--------------------------------------------------------------------------------
STATEMENT OF OPERATIONS

                                                                      FOR THE
                                                                     YEAR ENDED
                                                                     OCTOBER 31,
--------------------------------------------------------------------------------
                                                                        2000
Investment Income:
   Interest                                                         $14,787,042
                                                                    -----------
Expenses:
   Investment advisory fee                                              681,254
   Distribution fees:
     Flag Investors Class A Shares                                      270,423
     ISI Shares                                                         355,063
   Administration fee                                                   249,914
   Transfer agent fee                                                   229,429
   Accounting fees                                                       77,608
   Professional fees                                                     58,147
   Shareholder reporting fees                                            56,580
   Custody fees                                                          56,536
   Registration and directors' fees                                      11,484
   Miscellaneous                                                          3,799
                                                                    -----------
        Total expenses                                                2,050,237
                                                                    -----------
Net investment income                                                12,736,805
                                                                    -----------
Realized and unrealized gain (loss) on investments:
   Net realized loss from security transactions                      (4,082,643)
   Change in unrealized appreciation/depreciation of investments     13,794,970
                                                                    -----------
   Net gain on investments                                            9,712,327
                                                                    -----------
Net increase in net assets resulting from operations                $22,449,132
                                                                    ===========


SEE NOTES TO FINANCIAL STATEMENTS.

10

<PAGE>

FLAG INVESTORS TOTAL RETURN US TREASURY FUND SHARES
--------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                   FOR THE YEARS ENDED OCTOBER 31,
----------------------------------------------------------------------------------
                                                        2000              1999
<S>                                                 <C>               <C>
Increase (Decrease) in Net Assets:
Operations:
   Net investment income                            $ 12,736,805      $ 13,390,796
   Net realized gain (loss) from
     securities transactions                          (4,082,643)        4,648,128
   Change in unrealized appreciation/
     depreciation on investments                      13,794,970       (29,808,640)
                                                    ------------      ------------
   Net increase (decrease) in net assets
     resulting from operations                        22,449,132       (11,769,716)
                                                    ------------      ------------
Dividends to Shareholders from:
   Net investment income and short-term gains:
     Flag Investors Class A Shares                    (5,483,969)       (8,710,017)
     Flag Investors Class B Shares                            --          (186,679)
     ISI Shares                                       (7,204,336)      (11,554,616)
   Net realized long-term gains:
     Flag Investors Class A Shares                            --        (2,005,712)
     Flag Investors Class B Shares                            --           (68,070)
     ISI Shares                                               --        (2,770,396)
                                                    ------------      ------------
Return of Capital:
   Flag Investors Class A Share                       (1,838,984)
   Flag Investors Class B Shares                              --
   ISI Shares                                         (2,415,888)
        Total distributions                          (16,943,177)      (25,295,490)
                                                    ------------      ------------
Capital Share Transactions (Note 3):
   Proceeds from sale of shares                       30,423,355        42,387,220
   Value of shares issued in reinvestment
     of dividends                                     10,582,386        17,749,854
   Cost of shares repurchased                        (69,405,361)      (54,663,606)
                                                    ------------      ------------
   Increase (decrease) in net assets derived
     from capital share transactions                 (28,399,620)        5,473,468
                                                    ------------      ------------
   Total decrease in net assets                      (22,893,665)      (31,591,738)
Net Assets:
   Beginning of year                                 266,417,305       298,009,043
                                                    ------------      ------------
   End of year including distributions in excess of
     net investment income of $(538,989) and
     $(556,835), respectively                       $243,523,640      $266,417,305
                                                    ============      ============
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS.

                                                                              11

<PAGE>

FLAG INVESTORS TOTAL RETURN US TREASURY FUND SHARES
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS -- FLAG INVESTORS CLASS A SHARES
(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)



<TABLE>
<CAPTION>
                                                                                FOR THE YEARS ENDED OCTOBER 31,
--------------------------------------------------------------------------------------------------------------------------------
                                                                2000           1999           1998        1997            1996
<S>                                                           <C>           <C>             <C>         <C>            <C>
Per Share Operating Performance:
   Net asset value at beginning of year                       $   9.35      $  10.62        $  10.04    $   9.83       $  10.19
                                                              --------      --------        --------    --------       --------
Income from Investment Operations:
   Net investment income                                          0.50          0.64            0.51        0.55           0.56
   Net realized and unrealized gain (loss) on investments         0.38         (1.03)           0.71        0.30          (0.23)
                                                              --------      --------        --------    --------       --------
   Total from investment operations                               0.88         (0.39)           1.22        0.85           0.33
                                                              --------      --------        --------    --------       --------
Less Distributions:
   Distributions from net investment income
     and short-term gains                                        (0.50)        (0.71)          (0.64)      (0.55)         (0.65)
   Tax return of capital distribution                               --            --              --       (0.08)            --
   Distributions in excess of net investment income              (0.16)           --              --       (0.01)         (0.04)
   Net realized long-term gains                                     --         (0.17)             --          --             --
                                                              --------      --------        --------    --------       --------
   Total distributions                                           (0.66)        (0.88)          (0.64)      (0.64)         (0.69)
                                                              --------      --------        --------    --------       --------
   Net asset value at end of year                             $   9.57      $   9.35        $  10.62    $  10.04       $   9.83
                                                              ========      ========        ========    ========       ========
Total return1                                                     9.49%        (3.82)%         12.50%       9.00%          3.44%
Ratios to Average Daily Net Assets:
   Expenses                                                       0.82%         0.81%           0.85%       0.83%          0.81%
   Net investment income                                          5.10%         4.68%           4.98%       5.62%          5.69%
Supplemental Data:
   Net assets at end of year (000s):
     Flag Investors Class A Shares                            $106,796      $114,886        $122,785    $122,229       $143,791
     ISI Shares                                               $136,728      $151,532        $171,336    $171,074       $193,486
   Portfolio turnover rate                                          15%           77%            179%         92%           199%
</TABLE>

-------------------------
1 Total return excludes the effect of sales charge.


12-13

<PAGE>


FLAG INVESTORS TOTAL RETURN US TREASURY FUND SHARES
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS -- FLAG INVESTORS CLASS B SHARES
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)           FOR THE PERIOD                                         FOR THE PERIOD
                                                          NOVEMBER 1, 1998                                        JUNE 20, 19962
                                                               THROUGH                                                THROUGH
                                                              MAY 14,1       FOR THE YEARS ENDED OCTOBER 31,        OCTOBER 31,
---------------------------------------------------------------------------------------------------------------------------------
                                                                1999              1998             1997               1996
<S>                                                            <C>               <C>              <C>                 <C>
Per Share Operating Performance:
   Net asset value at beginning of period                      $10.62            $10.03           $ 9.85              $10.00
                                                               ------            ------           ------              ------
Income from Investment Operations:
   Net investment income                                         0.31              0.55             0.56                0.22
   Net realized and unrealized gain (loss) on investments       (0.70)             0.65             0.23               (0.15)
                                                               ------            ------           ------              ------
   Total from investment operations                             (0.39)             1.20             0.79                0.07
                                                               ------            ------           ------              ------
Less Distributions:
   Distributions from net investment income and
     short-term gains                                           (0.37)            (0.61)           (0.56)              (0.22)
   Tax return of capital distribution                              --                --            (0.04)                 --
   Distributions in excess of net investment income                --                --            (0.01)                 --
   Net realized long-term gains                                 (0.17)               --               --                  --
                                                               ------            ------           ------              ------
   Total distributions                                          (0.54)            (0.61)           (0.61)              (0.22)
                                                               ------            ------           ------              ------
   Net asset value at end of period                            $ 9.69            $10.62           $10.03              $ 9.85
                                                               ======            ======           ======              ======
Total return3                                                   (3.62)%           12.29%            8.49%               6.37%
Ratios to Average Daily Net Assets:
   Expenses                                                      1.24%4            1.20%            1.18%               1.40%4
   Net investment income                                         4.37%4            4.59%            5.24%               5.45%4
Supplemental Data:
   Net assets at end of period (000s)                          $  129            $3,888           $  838              $  123
   Portfolio turnover rate                                         77%4             179%              92%                199%4
</TABLE>

--------------------
1 Class B Shares were converted to Class A Shares on May 14, 1999.
2 Commencement of operations.
3 Total return excludes the effect of sales charge.
4 Annualized.

14-15

<PAGE>

FLAG INVESTORS TOTAL RETURN US TREASURY FUND SHARES
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
NOTE 1 -- ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

     Total Return US Treasury Fund, Inc. (the "Fund"),  which was organized as a
Maryland  Corporation on June 3, 1988 and began  operations  August 10, 1988, 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 two share  classes:  Flag  Investors  Total Return US
Treasury  Fund Class A Shares  ("Flag  Investors  Class A Shares") and ISI Total
Return US Treasury Fund Shares ("ISI  Shares"),  both of which began  operations
August  10,  1988.  Another  class of shares,  Flag  Investors  Total  Return US
Treasury Fund Class B Shares began  operations  June 20, 1996.  The sale of Flag
Investors  Class B Shares was  terminated  and existing Flag  Investors  Class B
Shares were converted to Flag Investors Class A shares on May 14, 1999.

     The Flag  Investors  Class A Shares have a 4.50%  maximum  front-end  sales
charge and the ISI Shares  have a 4.45%  maximum  front-end  sales  charge.  The
classes have the same distribution fees.

     When preparing the Fund's financial statements,  management makes estimates
and assumptions in accordance with accounting  principles  generally accepted in
the United States.  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.  These  estimates  could be
different from the actual results. Under certain circumstances,  it is necessary
to reclassify  prior year  information in order to conform to the current year's
presentation.

     The Fund's significant accounting policies are:

     A. VALUATION OF SECURITIES -- 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

16

<PAGE>

FLAG INVESTORS TOTAL RETURN US TREASURY FUND SHARES
--------------------------------------------------------------------------------
NOTE 1 (CONTINUED)

        the  security  at the  average  of the last bid and asked  prices in the
        over-the-counter   market.  When  a  market  quotation  is  not  readily
        available, the security's fair value is determined using procedures that
        the Board of Directors  establishes  and  monitors.  At October 31, 2000
        there  were no  Board  Valued  Securities.  The Fund  values  short-term
        obligations  with  maturities of 60 days or less at amortized cost which
        approximates fair market value.

     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 requires that the collateral's market value, including any
        accrued interest, exceed the broker's repurchase obligation.  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 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.   The  Fund  has  capital  loss
        carryovers of $4,285,472 expiring October 31, 2008.

             The Fund may periodically make  reclassifications  among certain of
         its capital accounts as a result of differences in the characterization
         and  allocation  of certain  income  and  capital  gains  distributions
         determined  annually in accordance with federal tax  regulations  which
         may differ from accounting  principles generally accepted in the United
         States.

                                                                              17

<PAGE>

FLAG INVESTORS TOTAL RETURN US TREASURY FUND SHARES
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 1 (CONCLUDED)

             These  book/tax  differences  are either  temporary or permanent in
         nature. To the extent these differences are permanent, they are charged
         or credited to  paid-in-capital  or  accumulated  net realized gain, as
         appropriate,  in the period that the  differences  arise.  Accordingly,
         permanent  differences  as of  October  31,  2000 have  been  primarily
         attributable  to  return  of  capital   distributions   and  have  been
         reclassified to the following accounts:

                         UNDISTRIBUTED         ACCUMULATED
                        NET INVESTMENT        NET REALIZED          PAID-IN
   FUND                  INCOME (LOSS)       GAINS (LOSSES)         CAPITAL
   ------               --------------       --------------        --------
   Total Return
      US Treasury         $4,224,218               $--           $(4,224,218)

     D. SECURITIES TRANSACTIONS,  INVESTMENT INCOME,  DISTRIBUTIONS AND OTHER --
        The Fund uses the trade date to account for securities  transactions and
        the specific  identification  cost method for  financial  reporting  and
        income tax purposes to determine the gain or loss on 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,  gains and  common
        expenses are allocated to each class based on its respective average net
        assets.  Class  specific  expenses  are charged  directly to each class.
        Dividends  from  net  investment  income  are  declared  daily  and paid
        monthly.  Distributions of capital gains are recorded on the ex-dividend
        dates.  Distributions  in excess  of net  investment  income  are due to
        differing tax treatments of dividends declared.

NOTE 2 -- INVESTMENT ADVISORY FEES, TRANSACTIONS WITH AFFILIATES AND OTHER FEES

     International Strategy & Investment,  Inc. ("ISI") is the Fund's investment
advisor. 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.  For the year ended  October 31,
2000, ISI's fee was $681,254, of which $56,388 was payable at October 31, 2000.

18

<PAGE>

FLAG INVESTORS TOTAL RETURN US TREASURY FUND SHARES
--------------------------------------------------------------------------------
NOTE 2 (CONCLUDED)

     Investment  Company  Capital  Corp.  ("ICCC"),  an indirect  subsidiary  of
Deutsche  Bank  AG,  is  the  Fund's  administrator.  As  compensation  for  its
administrative  services, the Fund pays ICCC an annual fee based on the combined
assets  of the ISI  Funds  that is  calculated  daily  and paid  monthly  at the
following  annual rates:  0.20% of the first $75 million,  0.15% of the next $75
million,  0.10% of the next $75  million,  0.05% of the next $275  million,  and
0.03%  of the  amount  over  $500  million.  For  the  year  ended  October  31,
2000,ICCC's fee was $249,914, of which $20,397 was payable at October 31, 2000.

     Certain  officers and  directors of the Fund are also officers or directors
of ISI or ICCC.

     ICCC also provides  accounting services to the Fund for which the Fund pays
ICCC an annual fee that is  calculated  daily and paid  monthly  from the Fund's
average daily net assets.  For the year ended  October 31, 2000,  ICCC's fee was
$77,608, of which $6,489 was payable at October 31, 2000.

     ICCC also provides  transfer agency services to the Fund for which the Fund
pays ICCC a per account fee that is calculated  and paid  monthly.  For the year
ended October 31, 2000, ICCC's fee was $229,429, of which $30,279 was payable at
October 31, 2000.

     ISI Group,  Inc.  ("ISI  Group"),  which is affiliated  with ISI,  provides
distribution  services  for the ISI Shares for which ISI Group is paid an annual
fee that is  calculated  daily and paid monthly at an annual rate equal to 0.25%
of the ISI  Shares'  average  daily net assets.  For the year ended  October 31,
2000, ISI's fee was $355,063, of which $29,016 was payable at October 31, 2000.

     ICC Distributors,  Inc. ("ICC Distributors") provides distribution services
for the Flag  Investors  Class A Shares  for which ICC  Distributors  is paid an
annual fee,  pursuant to Rule 12b-1 that is calculated daily and paid monthly at
an annual  rate  equal to 0.25% of the Flag  Investors  Class A Shares'  average
daily net assets.  For the year ended October 31, 2000,  ICC's fee was $270,423,
of which $22,663 was payable at October 31, 2000.

NOTE 3 -- CAPITAL SHARE TRANSACTIONS

     The Fund is authorized to issue up to 115 million shares of $.001 par value
capital stock (44 million ISI, 44 million Flag Investors Class A, 5 million Flag
Investors  Class B, 15  million  Flag Investors  Class C, 500,000 Flag Investors

                                                                              19

<PAGE>

FLAG INVESTORS TOTAL RETURN US TREASURY FUND SHARES
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)

NOTE 3 (CONTINUED)

Class D and 6.5 million  undesignated).  Transactions  in shares of the Fund are
shown on the following page:

                                                 FLAG INVESTORS CLASS A SHARES
                                             -----------------------------------
                                                  FOR THE            FOR THE
                                                YEAR ENDED         YEAR ENDED
                                             OCTOBER 31, 2000   OCTOBER 31, 1999
                                             ----------------   ----------------
   Shares sold                                    1,645,346          2,468,335
   Shares issued to shareholders on
      reinvestment of dividends                     477,259            718,480
   Shares repurchased                            (3,247,456)        (3,016,885)
   Conversion of shares from Class B                     --            545,490
                                               ------------       ------------
   Net increase (decrease) in
      shares outstanding                         (1,124,851)           715,420
                                               ============       ============
   Proceeds from sale of shares                $ 15,515,048       $ 24,540,826
   Value of reinvested dividends                  4,486,358          7,196,033
   Cost of shares repurchased                   (30,473,554)       (29,260,245)
   Conversion of shares from Class B                     --          5,578,323
                                               ------------       ------------
   Net increase (decrease) from capital
      share transactions                       $(10,472,148)      $  8,054,937
                                               ============       ============


                                                           FLAG INVESTORS
                                                           CLASS B SHARES1
                                                         ------------------
                                                               FOR THE
                                                             YEAR ENDED
                                                          OCTOBER 31, 1999
                                                         ------------------
   Shares sold                                                  394,876
   Shares issued to shareholders on
      reinvestment of dividends                                  17,702
   Shares repurchased                                          (232,994)
   Conversion of shares to Class A                             (545,490)
                                                            -----------
   Net decrease in shares
      outstanding                                              (365,906)
                                                            ===========
   Proceeds from sale of shares                             $ 4,030,932
   Value of reinvested dividends                                181,819
   Cost of shares repurchased                                (2,355,421)
   Conversion of shares to Class A                           (5,578,323)
                                                            -----------
   Net decrease from capital
      share transactions                                    $(3,720,993)
                                                            ===========

---------
1 Converted to Class A Shares May 14, 1999.

20

<PAGE>

FLAG INVESTORS TOTAL RETURN US TREASURY FUND SHARES
--------------------------------------------------------------------------------
NOTE 3 (CONCLUDED)

                                                            ISI SHARES
                                           ------------------------------------
                                                FOR THE             FOR THE
                                              YEAR ENDED          YEAR ENDED
                                           OCTOBER 31, 2000    OCTOBER 31, 1999
                                           ----------------    ----------------
   Shares sold                                  1,590,621          1,446,867
   Shares issued to shareholders on
      reinvestment of dividends                   648,505            983,017
   Shares repurchased                          (4,156,862)        (2,351,273)
                                             ------------       ------------
   Net increase (decrease) in shares
      outstanding                              (1,917,736)            78,611
                                             ============       ============
   Proceeds from sale of shares              $ 14,908,307       $ 13,815,462
   Value of reinvested dividends                6,096,028         10,372,002
   Cost of shares repurchased                 (38,931,807)       (23,047,940)
                                             ------------       ------------
   Net increase (decrease) from capital
      share transactions                     $(17,927,472)     $   1,139,524
                                             ============       ============

NOTE 4 -- INVESTMENT TRANSACTIONS

     Excluding  short-term  obligations,   purchases  of  investment  securities
aggregated $27,474,116 and sales of investment securities aggregated $48,965,766
for the year ended October 31, 2000.

     On October  31,  2000,  aggregate  gross  unrealized  depreciation  for all
securities in which there is an excess of tax cost over value was $8,961,737.

                                                                              21

<PAGE>

FLAG INVESTORS TOTAL RETURN US TREASURY FUND SHARES
--------------------------------------------------------------------------------
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and  Shareholders  of Flag  Investors  Total Return US
Treasury Fund, Inc.

     We have audited the schedule of investments and the statement of assets and
liabilities  of the Flag  Investors  Total Return US Treasury  Fund,  Inc.  (the
"Fund"), as of October 31, 2000, and the related statement of operations for the
year then  ended,  the  statements  of changes in net assets for each of the two
years in the period then ended,  and the  financial  highlights  for each of the
five years in the period then ended.  These  financial  statements and financial
highlights are the responsibility of the Fund's  management.  Our responsibility
is to express an opinion on these financial  statements and financial highlights
based on our audits.

     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial statements. Our procedures included confirmation of
securities owned as of October 31, 2000 by correspondence with the custodian and
brokers.  An audit also includes  assessing the accounting  principles  used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In our opinion,  the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of the
Flag Investors  Total Return US Treasury Fund,  Inc. as of October 31, 2000, the
results of its operations for the year then ended, the changes in its net assets
for each of the two years in the period then ended, and the financial highlights
for the  five  years  then  ended,  in  conformity  with  accounting  principles
generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Princeton, New Jersey
December 8, 2000

22

<PAGE>

FLAG INVESTORS TOTAL RETURN US TREASURY FUND SHARES
--------------------------------------------------------------------------------
TAX INFORMATION (UNAUDITED)
FOR THE TAX YEAR ENDED OCTOBER 31, 2000

     The  amounts  may differ from those  elsewhere  in this  report  because of
differences between tax and financial reporting requirements.

     Of the net  investment  income  distributions  made  during the fiscal year
ended  October  31,  2000,  77.38%  has  been  derived  from  investments  in US
Government and Agency  Obligations.  All or part of the distributions  from this
income may be exempt from taxation at the state level.  Consult your tax advisor
for state specific information.

<PAGE>

                      [THIS PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

FLAG INVESTORS TOTAL RETURN US TREASURY FUND SHARES
--------------------------------------------------------------------------------
DIRECTORS AND OFFICERS

                                 EDWARD S. HYMAN
                                    CHAIRMAN

                                 R. ALAN MEDAUGH
                                    PRESIDENT

                               JOSEPH R. HARDIMAN
                                    DIRECTOR

                                  LOUIS E. LEVY
                                    DIRECTOR

                               CARL W. VOGT, ESQ.
                                    DIRECTOR

                                   NANCY LAZAR
                                 VICE PRESIDENT

                               EDWARD J. VEILLEUX
                                 VICE PRESIDENT

                                CARRIE L. BUTLER
                                 VICE PRESIDENT

                               MARGARET M. BEELER
                            ASSISTANT VICE PRESIDENT

                                 KEITH C. REILLY
                            ASSISTANT VICE PRESIDENT

                                CHARLES A. RIZZO
                                    TREASURER

                                 FELICIA A. EMRY
                                    SECRETARY

                                  AMY M. OLMERT
                               ASSISTANT SECRETARY

                                DANIEL O. HIRSCH
                               ASSISTANT SECRETARY

INVESTMENT OBJECTIVE

A mutual fund  seeking a high level of total return with  relative  stability of
principal and, secondarily, high current income consistent with an investment in
securities issued by the United States Treasury.


     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 other 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>

[GRAPHIC OMITTED]

                                 DOMESTIC EQUITY

                               Communications Fund
                              Emerging Growth Fund
                              Equity Partners Fund
                           Real Estate Securities Fund
                                    Top 50 US
                               Value Builder Fund

                              INTERNATIONAL EQUITY

                              European Mid-Cap Fund
                            International Equity Fund
                              Japanese Equity Fund
                                   Top 50 Asia
                                  Top 50 Europe
                                  Top 50 World

                                  FIXED INCOME

                          Managed Municipal Fund Shares
                         Short-Intermediate Income Fund
                      Total Return US Treasury Fund Shares

                                  MONEY MARKET

                            Cash Reserve Prime Shares

                                  P.O. Box 515
                            Baltimore, Maryland 21203
                                  800-767-FLAG

                              WWW.FLAGINVESTORS.COM

                                 Distributed by:
                             ICC DISTRIBUTORS, INC.

                                                                   TRANN (12/00)



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