ADVANCE CAPITAL I INC
485BPOS, 1996-04-30
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<PAGE>
   
        As filed with the Securities and Exchange Commission on
                         April 30, 1996
                   Registration No. 33-13754
    
            SECURITIES AND EXCHANGE COMMISSION
                 WASHINGTON, D.C. 20549 
                       FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933     X

            PRE-EFFECTIVE AMENDMENT NO.
                                         ------
   
            POST-EFFECTIVE AMENDMENT NO.  19                X
                                         ------
     
                         and
   
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1X

            AMENDMENT NO.   19                              X
                           ------
    
ADVANCE CAPITAL I, INC.
- - ------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)

One Towne Square, Suite 444, Southfield, Michigan      48076
- - -------------------------------------------------     ----------
(Address of Principal Executive Offices)             (Zip Code)

Registrant's Telephone Number, including Area (810) 350-8543
                                              ----------------
John C. Shoemaker, President
Advance Capital I, Inc., One Towne Square Suite 444, Southfield, Michigan 48076
- - -------------------------------------------------------------------------------
(Name and Address of Agent for Service)

   
Approximate Date of Proposed Public Offering  April 30, 1996
                                              --------------
    
It is proposed that this filing will become effective (check appropriate box)
     X      immediately upon filing pursuant to paragraph (b) of Rule 485

            on (date) pursuant to paragraph (b)

            60 days after filing pursuant to paragraph (a)(i)

            on (date) pursuant to paragraph (a)(i)

            75 days after filing pursuant to paragraph a(ii)

            on (date) pursuant to paragraph a(ii) of rule 485

   
     The Registrant has previously registered an indefinite number of
securities under the Securities Act of 1933, pursuant to (a)(1) of Rule 24f-2.
The Rule 24f-2 Notice for the Registrant's fiscal year ending December 31, 1995
was filed on February 21, 1996.
    

<PAGE>
                     CROSS REFERENCE SHEET

Form N-1A Part A Item                     Prospectus Caption
- - ----------------------                    --------------------
1. Cover Page                             Cover Page

2. Synopsis                               Inapplicable

3. Condensed Financial                    Expense Table and Selected Financial
                                          Information

4. General Description of                 Investment Information - Registrant
                                          Investment Objectives - Growth
                                          Funds; Investment Objectives - 
                                          Income Funds; Investment Policies of
                                          the Funds; Other Investment Policies;
                                          Investment Risks of Lower Rated
                                          Securities;  Investment Limitations;
                                          Description of Capital Stock

5. Management of the Fund                 Distribution Plan; Management of the
                                          Company; Expenses of the Company

6. Capital Stock and Other                Investing in the Funds; Redeeming
                                          Shares; Tax Information; Description
                                          of Capital Stock; Miscellaneous

7. Purchase of Securities                 Investing in the Funds; 
   Being Offered                          Redeeming Shares; Distribution Plan

8. Redemption or Repurchase               Redeeming Shares

9. Pending Legal Proceedings              Inapplicable

<PAGE>
ADVANCE CAPITAL I, INC.                            P.O. Box 3144
AN INVESTMENT COMPANY WITH FIVE FUNDS       Southfield, MI 48037
                                         Michigan (810) 350-8543
                                        Toll Free (800) 345-4783 
- - -----------------------------------------------------------------
PROSPECTUS
     ADVANCE CAPITAL I, INC. (the COMPANY) is an open-end,
diversified management investment company (a mutual fund) offering
shares in five investment portfolios.
INVESTMENT OBJECTIVES:
THE GROWTH PORTFOLIOS:
     The EQUITY GROWTH FUND seeks to provide long-term growth of
capital through investment primarily in common stocks of small,
rapidly growing companies.  Total return will consist primarily
of capital appreciation (or depreciation).  Current income is
not an objective of the EQUITY GROWTH FUND.  The BALANCED FUND
seeks to provide capital appreciation, current income, and
preservation of capital by investing in a diversified portfolio
of common stocks and bonds.  Common stocks are generally
expected to represent approximately 60% of total assets, and
fixed income securities, including cash reserves, will represent
the remaining assets.  There is no assurance that either Fund
will achieve its investment objective.
THE INCOME PORTFOLIOS:
     The BOND FUND, the LONG TERM INCOME FUND and the RETIREMENT
INCOME FUND all seek to provide investors with high current
income.  Each Fund invests in fixed income securities within
prescribed maturity and credit quality standards.  There is no
assurance that any of these Funds will achieve its investment
objective.  Up to 33 percent of the RETIREMENT INCOME FUND may
be invested in fixed income securities which carry quality
ratings below investment grade from the major rating agencies. 
Securities with such ratings are commonly referred to as "high
yield bonds" or "junk bonds" and are considered speculative by
these agencies.  See "Investment Risks of Lower Rated
Securities".
- - -----------------------------------------------------------------
 THIS PROSPECTUS PROVIDES KEY INFORMATION YOU NEED TO KNOW ABOUT
THE COMPANY BEFORE INVESTING.  WHILE THE PROSPECTUS IS DESIGNED
TO BE CONCISE AND STRAIGHTFORWARD, YOU MAY HAVE QUESTIONS OR
REQUIRE ADDITIONAL INFORMATION.  PLEASE DO NOT HESITATE TO
CONTACT US DIRECTLY.
                 SET THIS INFORMATION ASIDE FOR FUTURE REFERENCE.
- - -----------------------------------------------------------------
     Additional information about the COMPANY, contained in the
Statement of Additional Information, has been filed with the
Securities and Exchange Commission and is available upon request
without charge by writing to the COMPANY at the above address or
by calling (810) 350-8543 or (800) 345-4783.  The Statement of
Additional Information bears the same date as this Prospectus
and is incorporated by reference in its entirety into this
Prospectus.
      THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
     THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
        PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
        ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
   
                           April 30, 1996
    

                           TABLE OF CONTENTS
                                                        
                                                          Page
                                                          ----
THE EXPENSE TABLE.......................................    2
FINANCIAL HIGHLIGHTS....................................    2
GENERAL INFORMATION.....................................    5
INVESTMENT INFORMATION..................................    5
     Investment Objectives - Growth Funds...............    5
     Investment Objectives - Income Funds...............    5
     Investment Policies of the Funds...................    6
     Other Investment Policies..........................    9
     Investment Risks of Lower Rated Securities.........   11
     Investment Limitations.............................   12
DISTRIBUTION OF SHARES..................................   13
NET ASSET VALUE.........................................   13
INVESTING IN THE FUNDS..................................   13
     Purchases By Mail..................................   13
     Purchases By Wire..................................   13
     Minimum Investment Required........................   14
     What Shares Cost...................................   14
     Certificates and Confirmations.....................   14
     Dividends..........................................   14
     Capital Gains......................................   14
TRANSFERRING SHARES.....................................   14
REDEEMING SHARES........................................   15
     Written Requests...................................   15
     Signatures.........................................   15	
     Telephone Requests.................................   15
     Receiving Payment..................................   16
     Redemption Before Purchase Instruments Clear.......   16
     Accounts With Low Balances.........................   16
     Redemption In Kind.................................   16
DISTRIBUTION PLAN.......................................   16
MANAGEMENT OF THE COMPANY...............................   17
EXPENSES OF THE COMPANY.................................   18
TAX INFORMATION.........................................   18
DESCRIPTION OF CAPITAL STOCK............................   19
MISCELLANEOUS...........................................   19
    

<PAGE>
THE EXPENSE TABLE
   
     The purpose of the Expense Table is to assist in
understanding the various fees and expenses, both direct and
indirect, that will accompany an investment in the Advance
Capital I, Inc. Equity Growth, Bond, Balanced, Long Term Income
and Retirement Income Funds (the FUNDS).  This information may
be useful when comparing these FUNDS to other investment
alternatives.  See MANAGEMENT OF THE COMPANY and EXPENSES OF THE
COMPANY for more information.
    
   
<TABLE>
<CAPTION>
                                           EQUITY                    LONG TERM  RETIREMENT
                                           GROWTH   BOND   BALANCED  INCOME     INCOME
                                           ------   ----   --------  --------   --------
<S>                                          <C>      <C>      <C>       <C>        <C>
Shareholder Transaction Expenses:
 Maximum Sales Load Imposed on Purchases
  and Reinvested Dividends
  (as a percentage of offering price)..       0%      0%       0%        0%         0%
 Deferred Sales Load (as a percentage
  of original purchase price)..........       0%      0%       0%        0%         0%
 Redemption Fee........................       None    None     None      None       None
 Exchange Fee..........................       None    None     None      None       None
Annual Fund Operating Expenses
 (as a percentage of average net assets):
 Management Fees.......................       .70%    .40%     .70%      .40%       .50%
 12b-1 Fees (A)........................       .25%    .00%     .25%      .00%       .25%
 Other Expenses........................       .17%    .15%     .12%      .23%       .09%
                                              ----    ----     ----      ----       ----
 Total Fund Operating Expenses.........       1.12%   .55%     1.07%     .63%       .84%
                                              ====    ====     ====      ====       ====
</TABLE>
<TABLE>
                                        <C>    <C>   <C>    <C>   <C>   <S>
Example:
 You would pay the following expenses   $ 11   $ 6   $ 11   $ 6   $  9   1 Year 
 on a $1,000 investment, assuming       $ 36   $18   $ 34   $20   $ 27   3 Years
 (1) a 5% annual return and (2)         $ 62   $31   $ 59   $35   $ 46   5 Years
 redemption at the end of each period.  $136   $69   $131   $79   $103  10 Years
</TABLE>
    
(A) Annual 12b-1 fees of .25% have been authorized for all FUNDS
and suspended indefinitely in the Bond and Long Term Income
Funds.  (See DISTRIBUTION PLAN for additional information)

THE AMOUNTS SHOWN IN THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED
A REPRESENTATION OF PAST OR FUTURE EXPENSES.  THE ACTUAL
EXPENSES MAY BE GREATER OR LESSER THAN THOSE SHOWN.

FINANCIAL HIGHLIGHTS
   
     The financial highlights for the year ended December 31, 1995 have been
audited by Price Waterhouse LLP, independent accountants, whose report
covering that year is incorporated by reference in the Statement of Additional
Information.  The financial highlights for the periods ended December 31, 1987
through December 31, 1994 were audited by other independent accounts whose
reports for those periods expressed unqualified opinions.
    
                                  2
<PAGE>
   The tables below give you information about each fund's financial history.
   
<TABLE>
<CAPTION>
                                                      YEARS ENDED DECEMBER 31,
                                   ----------------------------------------------------------------------
EQUITY GROWTH FUND ***             1995    1994    1993    1992    1991    1990    1989    1988   1987** 
SELECTED PER-SHARE DATA            ------- ------- ------- ------- ------- ------  ------- ------ -------
<S>                                <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>    <C>
Net asset value,
  beginning of period              $9.08   $9.46   $9.94   $9.83   $8.89   $9.79   $8.79   $7.46  $10.00
                                   ------- ------- ------- ------- ------- ------  ------- ------ -------
Income from investment operations
  Net investment income (loss)     (0.03)  (0.03)   0.12    0.10    0.14    0.19    0.26    0.24   0.11
  Net realized and unrealized
    gain (loss) on investments      3.48   (0.35)   0.07    0.11    1.78   (0.90)   1.85    1.47  (2.54)
                                   ------- ------- ------- ------- ------- ------- ------- ------ -------
  Total from investment operations  3.45   (0.38)   0.19    0.21    1.92   (0.71)   2.11    1.71  (2.43)
                                   ------- ------- ------- ------- ------- ------- ------- ------ -------
Less distributions
  Net investment income             0.00    0.00   (0.12)  (0.10)  (0.14)  (0.19)  (0.26)  (0.24) (0.11)
  Net realized gain on investments  0.00    0.00   (0.55)   0.00   (0.84)   0.00   (0.85)  (0.14)  0.00
                                   ------- ------- ------- ------- ------- ------- ------- ------ -------
Total distributions                 0.00    0.00   (0.67)  (0.10)  (0.98)  (0.19)  (1.11)  (0.38) (0.11)
                                   ------- ------- ------- ------- ------- ------- ------- ------ -------
Net asset value, end of period     $12.53  $9.08   $9.46   $9.94   $9.83   $8.89    $9.79   $8.79  $7.46 
                                   ======= ======= ======= ======= ======= ======= ======= ====== =======
TOTAL RETURN                       38.00%  -4.02%   2.13%   2.22%  20.94%  -7.47%   23.81% 22.48% -50.23%*

RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period
  (in thousands)                   $25,625 $12,634 $7,577  $7,094  $6,275  $4,310   $2,405  $692   $122
Ratio of expenses to
  average net assets                1.12%   1.21%   1.16%   1.22%   1.38%  1.46%    1.31%   0.74%  0.58%*
Ratio of net investment income (loss)
  to average net assets            -0.29%  -0.30%   1.27%   1.05%   1.37%  2.04%    2.59%   2.75%  3.30%*

Portfolio turnover rate            13.86%  18.05%  135.55%  96.05%  86.48%  81.13% 112.31% 156.56% 165.87%*
</TABLE>

<TABLE>
<CAPTION>
                                                      YEARS ENDED DECEMBER 31,
                                   ----------------------------------------------------------------------
BOND FUND                          1995    1994    1993    1992    1991    1990    1989    1988   1987**
SELECTED PER-SHARE DATA            ------- ------- ------- ------- ------- ------- ------- ------ -------
<S>                                <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>    <C>
Net asset value,
  beginning of period              $9.61   $10.82  $10.51  $10.52  $9.91   $9.90   $9.54   $9.83  $10.00
                                   ------- ------- ------- ------- ------- ------- ------- ------ -------
Income from investment operations
  Net investment income             0.70    0.71    0.72    0.70    0.74   0.77     0.78    0.80   0.29
  Net realized and unrealized
    gain (loss) on investments      1.18   (1.21)   0.45    0.01    0.62   0.02     0.36   (0.28) (0.10)
                                   ------- ------- ------- ------- ------- ------- ------- ------ -------
  Total from investment operations  1.88   (0.50)   1.17    0.71    1.36   0.79     1.14    0.52   0.19
                                   ------- ------- ------- ------- ------- ------- ------- ------ -------
Less distributions
  Net investment income            (0.70)  (0.71)  (0.72)  (0.70)  (0.74)  (0.78)  (0.78)  (0.81) (0.36)
  Net realized gain on investments  0.00    0.00   (0.14)  (0.02)  (0.01)   0.00    0.00    0.00   0.00
                                   ------- ------- ------- ------- ------- ------- ------- ------ -------
Total distributions                (0.70)  (0.71)  (0.86)  (0.72)  (0.75)  (0.78)  (0.78)  (0.81) (0.36)
                                   ------- ------- ------- ------- ------- ------- ------- ------ -------
Net asset value, end of period     $10.79   $9.61  $10.82  $10.51  $10.52   $9.91   $9.90  $9.54  $9.83
                                   ======= ======= ======= ======= ======= ======= ======= ====== =======
TOTAL RETURN                       20.15%  -4.64%  11.48%   7.04%  14.26%  8.52%   12.64%   4.87%  5.59%*

RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period
  (in thousands)                   $4,527  $3,999  $4,741  $5,793  $2,439   $1,488  $778    $565   $143
Ratio of expenses to
  average net assets                0.55%   0.60%   0.61%   0.75%   0.85%  0.87%    0.86%   0.45%  0.29%*
Ratio of net investment income
  to average net assets             6.80%   7.06%   6.57%   6.69%   7.36%  8.00%    7.93%   8.14%  7.25%*

Portfolio turnover rate             6.69%  21.92%  35.99%  38.22%  25.47%  7.41%    2.25%  63.69%  0.00%*
</TABLE>
    
*   Annualized
**  The period August 5, 1987 (commencement of operations) to December 31, 1987
*** Effective December 29, 1993, the investment objectives of the Equity Growth
    Fund were changed by shareholder vote and T. Rowe Price Associates, Inc.
    became the sub-investment adviser with the primary responsibility for the
    daily security investment decisions.

                                  3
<PAGE>
   
<TABLE>
<CAPTION>
                                                      YEARS ENDED DECEMBER 31,
                                   ----------------------------------------------------------------------
BALANCED FUND ***                  1995    1994    1993    1992    1991    1990    1989    1988   1987**
SELECTED PER-SHARE DATA            ------- ------- ------- ------- ------- ------- ------- ------ -------
<S>                                <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>    <C>
Net asset value,
  beginning of period              $9.97   $10.58  $10.36  $10.38  $9.55   $10.10  $9.35   $8.33  $10.00
                                   ------- ------- ------- ------- ------- ------- ------- ------ -------
Income from investment operations
  Net investment income             0.35    0.32    0.29    0.33    0.39   0.44     0.48    0.43   0.18
  Net realized and unrealized
    gain (loss) on investments      2.75   (0.61)   0.22   (0.02)   1.39   (0.55)   1.24    1.01  (1.60)
                                   ------- ------- ------- ------- ------- ------- ------- ------ -------
  Total from investment operations  3.10   (0.29)   0.51    0.31    1.78   (0.11)   1.72    1.44  (1.42)
                                   ------- ------- ------- ------- ------- ------- ------- ------ -------
Less distributions
  Net investment income            (0.35)  (0.32)  (0.29)  (0.33)  (0.39)  (0.44)  (0.47)  (0.42) (0.25)
  Net realized gain on investments (0.15)   0.00    0.00    0.00   (0.56)   0.00   (0.50)   0.00   0.00
                                   ------- ------- ------- ------- ------- ------- ------- ------ -------
Total distributions                (0.50)  (0.32)  (0.29)  (0.33)  (0.95)  (0.44)  (0.97)  (0.42) (0.25)
                                   ------- ------- ------- ------- ------- ------- ------- ------ -------
Net asset value, end of period     $12.57  $9.97   $10.58  $10.36  $10.38   $9.55  $10.10  $9.35  $8.33
                                   ======= ======= ======= ======= ======= ======= ======= ====== =======
TOTAL RETURN                       31.53%  -2.72%   4.97%   3.07%  18.32%  -1.08%  18.59%  17.52% -14.98%*

RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period
  (in thousands)                   $59,299 $44,221 $46,690 $42,440 $22,677 $14,128  $3,948  $745   $243
Ratio of expenses to
  average net assets                1.07%   1.10%   1.08%   1.13%   1.38%  1.35%    1.29%   0.53%  0.51%*
Ratio of net investment income
  to average net assets             3.11%   3.18%   2.77%   3.24%   3.75%  4.56%    4.68%   4.62%  5.08%*

Portfolio turnover rate            22.72%  34.97%  101.29%  42.39%  50.94%  46.72% 83.79%  106.94% 90.43%*
</TABLE>
<TABLE>
<CAPTION>
LONG TERM INCOME FUND              1995    1994    1993       RETIREMENT INCOME FUND              1995    1994     1993
SELECTED PER-SHARE DATA            ------- ------- -------    Selected Per-Share Data            ------   ------   ------
<S>                                <C>     <C>     <C>        <S>                                <C>      <C>      <C>
Net asset value,                                              Net asset value,
  beginning of period              $9.20   $10.60  $10.00       beginning of period              $9.22    $10.54   $10.00
                                   ------- ------- -------                                       ------   ------   ------
Income from investment operations                             Income from investment operations
  Net investment income             0.70    0.72    0.74        Net investment income             0.76     0.76     0.82
  Net realized and unrealized                                   Net realized and unrealized
    gain (loss) on investments      1.58   (1.40)   0.77         gain (loss) on investments       1.29    (1.32)    0.61
                                   ------- ------- -------                                       ------   ------   ------
  Total from investment operations  2.28   (0.68)   1.51        Total from investment operations  2.05    (0.56)    1.43
                                   ------- ------- -------                                       ------   ------   ------
Less distributions                                            Less distributions
  Net investment income            (0.70)  (0.72)  (0.74)       Net investment income            (0.76)   (0.76)   (0.82)
  Net realized gain on investments  0.00    0.00   (0.17)       Net realized gain on investments  0.00     0.00    (0.07)
                                   ------- ------- -------                                       ------   ------   ------
Total distributions                (0.70)  (0.72)  (0.91)       Total distributions              (0.76)   (0.76)   (0.89)
                                   ------- ------- -------                                       ------   ------   ------
Net asset value, end of period     $10.78  $9.20   $10.60     Net asset value, end of period     $10.51   $9.22    $10.54
                                   ======= ======= =======                                       ======   ======   ======
TOTAL RETURN                       25.57%  -6.53%  14.43%     Total Return                       22.96%   -5.34%   13.92%
 
 RATIOS AND SUPPLEMENTAL DATA                                 Ratios and Supplemental Data
 Net assets, end of period         $1,450  $1,163  $1,079     Net assets, end of period         
   (in thousands)                                               (in thousands)                   $139,299 $84,162  $47,343
 Ratio of expenses to                                         Ratio of expenses to
   average net assets               0.63%   0.63%   0.64%       average net assets                0.84%    0.88%    0.88% 
Ratio of net investment income                                Ratio of net investment income
  to average net assets             6.93%   7.37%   6.60%      to average net assets              7.64%    7.89%    7.41%

Portfolio turnover rate             1.74%  15.39%  75.72%     Portfolio turnover rate            15.63%   12.27%   37.59%
</TABLE>
    
*   Annualized
**  The period August 5, 1987 (commencement of operations) to December 31, 1987
*** Effective December 29, 1993,  T. Rowe Price Associates, Inc. became the
    sub-investment adviser with the primary responsibility for the daily equity
    investment decisions for the Balanced Fund.

                                  4
<PAGE>
GENERAL INFORMATION
   
     Advance Capital I, Inc. (the COMPANY) is a mutual fund
consisting of five separate portfolios.  Each FUND has a
specific investment objective and may be used independently or
in combination with the other FUNDS, to serve different
investment needs.  The minimum initial aggregate investment in
the COMPANY is $10,000 ($2,000 for IRA Accounts).  The initial
investment may be distributed among any of the FUNDS as long as
a minimum $1,000 investment is maintained in each FUND selected.
COMPANY shares are sold, exchanged and redeemed at net asset
value.  There are no sales commissions or deferred sales charges
imposed by the COMPANY.
    
INVESTMENT INFORMATION

INVESTMENT OBJECTIVES - GROWTH FUNDS:

     The EQUITY GROWTH FUND seeks to provide long-term growth of
capital through investment primarily in common stocks of small,
rapidly growing companies.  Total return will consist primarily
of capital appreciation (or depreciation).  Current income is
not an objective of the EQUITY GROWTH FUND.  

     The EQUITY GROWTH FUND'S share price will fluctuate with
changing market conditions, and any investment in it may be
worth more or less when redeemed than when purchased.  The Fund
should not be relied upon as a complete investment program, nor
used to play short-term swings in the stock market.  In
addition, stocks of small companies generally are subject to
more abrupt or erratic price movements than securities of larger
companies or of the market averages in general. There is no
assurance that the Fund will achieve its investment objective.

     The BALANCED FUND seeks to provide capital appreciation,
current income, and preservation of capital by investing in a
diversified portfolio of common stocks and bonds.  Common stocks
are generally expected to represent approximately 60% of total
assets.  Fixed income securities, including cash reserves, will
represent the remaining assets.

     The Fund's share price will fluctuate with changing market
conditions, and any investment in it may be worth more or less
when redeemed than when purchased.  The Fund should not be
relied upon for short-term financial needs, nor used to play
short-term swings in the stock market.  There is no assurance
that the Fund will achieve its investment objective.

INVESTMENT OBJECTIVES - INCOME FUNDS:

     The BOND FUND seeks to provide investors with a high level
of current interest income consistent with relative stability of
principal and liquidity.  In pursuit of this objective, the BOND
FUND will invest in debt securities rated no lower than A3 by
Moody's Investors Service, Inc. (Moody's) or A- by Standard &
Poor's Corporation (S&P) and in U.S Government obligations and
other debt securities of the types listed under OTHER INVESTMENT
POLICIES.  The average weighted maturity of the portfolio
securities will be between 3 and 10 years.  There is no
assurance that the Fund will achieve its investment objective.

     The LONG TERM INCOME FUND seeks to provide investors with a
higher level of current income than that of the BOND FUND, yet
still provide consistency relative to stability of principal and
liquidity.  In pursuit of this objective, the LONG TERM INCOME
FUND will invest in debt securities rated no lower than Baa3 by
Moody's or BBB- by S&P and in U.S Government obligations and
other debt securities of the types listed under OTHER INVESTMENT
POLICIES.  The average weighted maturity of the portfolio

                                  5
<PAGE>
securities will be between 15 and 30 years.  There is no
assurance that the Fund will achieve its investment objective.

     The RETIREMENT INCOME FUND seeks to provide investors with
the highest level of current income without undue risk of
principal. In pursuit of this objective, the RETIREMENT INCOME
FUND will invest at least half of the portfolio in government
and corporate fixed income securities rated no lower than Baa3
by Moody's or BBB- by S&P.  The average weighted maturity of the
portfolio securities in the RETIREMENT INCOME FUND will be
between 5 and 22 years.  The RETIREMENT INCOME FUND seeks to
maximize income with respect to a portion of its assets which
may be as much as 33 percent of the Fund.  Such maximum return
is ordinarily associated with high yield, high risk bonds and
similar securities in the lower rating categories of the
recognized rating agencies.  Such high yield, high risk or "junk
bonds" generally involve greater price volatility as well as
risk of principal and income than do bonds in the higher rating
categories.  High yield bonds are considered predominately
speculative.  See INVESTMENT RISKS OF LOWER RATED SECURITIES. 
There is no assurance that the Fund will achieve its investment
objective.

     While the COMPANY will use its best efforts to achieve the
investment objective of each FUND, their achievement cannot be
assured.  No investment objective of any FUND may be changed
without a vote of a majority of the particular FUND's
outstanding shares (as defined under MISCELLANEOUS).  Except as
noted below in INVESTMENT LIMITATIONS, none of the investment
policies of any FUND may be changed without a vote of the
holders of a majority of the outstanding shares of the FUND.

INVESTMENT POLICIES OF THE FUNDS:
   
     INVESTMENT POLICIES OF THE EQUITY GROWTH FUND:  To achieve
its objective, the Equity Growth Fund invests primarily in a
diversified group of small growth companies (generally under
$1.5 billion in market capitalization).  These are companies in
the development stage of their corporate life cycle, yet have
demonstrated or are expected to achieve long-term earnings
growth which reaches new highs per share during each major
business cycle.  Also, companies are sought which are early
enough in their corporate life cycle not to have been widely
recognized by the investment community.  The Equity Growth Fund
may also invest in companies which offer the possibility of
accelerating earnings growth due to rejuvenated management, new
products, or structural changes in the economy.  Current income
is not a factor in the selection of stocks.  The Equity Growth
Fund may invest in securities not listed on a national
securities exchange, but such securities generally will have an
established over-the-counter market.
    
     While companies in the Equity Growth Fund may offer greater
opportunity for capital appreciation than larger, more
established companies, investments in small and emerging growth
companies involve greater risks.  Such companies, for example,
may have limited markets, product lines, management or financial
resources.  Further, stocks traded over-the-counter may trade
less frequently and in smaller volume than exchange-listed
stocks.  These securities may also be more sensitive to market
changes than larger, more established companies or the market
averages in general.  The Equity Growth Fund is suitable only
for those investors who are willing and able to assume the risks
inherent in its investment program.

     The Equity Growth Fund will have at least 65% of its total
assets invested in equity securities, not including stock index
futures and options.  The Equity Growth Fund invests primarily
in common stocks but also may invest in preferred stocks,
convertible debt securities, stock index futures and may
purchase or write options.  The Equity Growth Fund may invest in
preferred stocks or convertible debt securities when, in the
opinion of the investment adviser, these securities provide a
better relationship of risk and expected return than the common

                                  6
<PAGE>
stock alone.  The Equity Growth Fund may also hold as a
temporary defensive measure other types of securities including
obligations issued or guaranteed by the U.S. Government, money
market instruments, repurchase agreements collateralized by such
obligations and cash at such times and in such proportions as,
in the opinion of the Investment Adviser or Sub-Adviser,
prevailing market conditions may warrant.  See OTHER INVESTMENT
POLICIES.

     INVESTMENT POLICIES OF THE BALANCED FUND:  To achieve its
objective, the Balanced Fund invests in common stocks which will
consist primarily of larger, established companies, but will
also include small and medium-sized companies which are believed
by the investment adviser to exhibit good prospects for growth. 
Bond and fixed income investments will include U.S. Government
and agency securities, investment grade corporate securities
(rated Baa3 or better by Moody's or BBB- or better by S&P at the
time of purchase) and other debt securities of the types listed
under OTHER INVESTMENT POLICIES.  In the event that a security
held by the Balanced Fund is downgraded, the Fund may continue
to hold such security until such time as the investment adviser
deems it advantageous to dispose of the security.  The average
maturity of the Fund's fixed income investments will vary with
economic conditions.

     The Balanced Fund will generally be invested approximately
60% in equity securities and 40% in debt securities.  Equity
securities will not represent less than 25% and fixed-income
debt securities may represent as much as 75%, but not less than
25%, of the portfolio, with the percentage varying as market
conditions change.  As the anticipated return from dividends and
internal growth of equity securities approaches the expected
return available from high-quality fixed-income securities, the
incremental return from the more speculative and less senior
equity securities declines.  As this occurs, the Balanced Fund
would increase the portion of its assets invested in
fixed-income securities and decrease the portion of the assets
invested in equities.  Conversely, as the incremental
anticipated return from equities exceeds that for fixed-income
securities, the Balanced Fund can be expected to increase the
portion of its assets invested in equities and decrease that
portion invested in fixed-income securities.  In the event such
movements in anticipated returns from equity and debt securities
occur, they are expected to take place gradually over 3 to 5
year periods and may not reach extreme variations.  Adjustments
in the proportion of the Balanced Fund invested in fixed-income
securities may cause an increase in portfolio turnover and an
increase in expenses to the Balanced Fund.
   
     The Balanced Fund may invest in preferred stocks or
convertible debt securities when, in the opinion of the
investment adviser, these securities provide a better
relationship of risk and expected return than the common stock
alone, and may also invest in stock index futures and may
purchase or write options.  The Balanced Fund may also hold as a
temporary defensive measure other types of securities including
obligations issued or guaranteed by the U.S. Government, money
market instruments, repurchase agreements collateralized by such
obligations and cash at such time and in such proportions as, in
the opinion of the Investment Adviser or Sub-Adviser, prevailing
market conditions may warrant.  See OTHER INVESTMENT POLICIES.
    
     INVESTMENT POLICIES OF THE BOND FUND:  The Bond Fund will
invest at least 65% of its assets in corporate or U.S.
Government bonds.  The remainder of the Bond Fund may be
invested in the following types of securities: preferred stocks,
U.S. Government agency securities, U.S. Government obligations
and money market instruments (See OTHER INVESTMENT POLICIES for
definitions of these types of securities).  At no time will more
than 50% of the assets be invested in obligations issued or
guaranteed by the U.S. Government.

     The Bond Fund will invest in corporate debt obligations and
preferred stock rated no lower than A3 by Moody's or A- by S&P. 
If the quality rating criteria are met at the time of
investment, a later decline in the rating by either or both of

                                  7
<PAGE>
the rating agencies shall not be a violation of the investment
policies of the Bond Fund.  At no time will bonds rated below
BBB- by S&P and Baa3 by Moody's be held in the Bond Fund.  The
Investment Adviser supplements the rating and the maturity
information with internal credit analysis and security research.
These analyses take into consideration such factors as a
corporation's present and potential liquidity, profitability,
internal capability to generate funds, and adequacy of capital. 
Unrated obligations will be considered, if based on the
Investment Adviser's analysis of the financial merits of the
obligations, it concludes they are of comparable investment
quality to the rated instruments.  No more than 5% of the
portfolio may consist of unrated obligations.

     When, in the opinion of the Investment Adviser, a defensive
investment posture is warranted, the Bond Fund may invest
temporarily and without limitation in high-grade, short-term
money market instruments.

     The Bond Fund's average weighted maturity will be adjusted
according to the interest rate outlook.  During periods of
anticipated rising interest rates and falling bond prices, a
shorter average maturity may be adopted to cushion the effect of
price declines on the Bond Fund's net asset value.  When rates
are expected to fall and bond prices rise, a longer average
maturity may be expected.  An adjustment in the average maturity
of the Bond Fund holdings, due to anticipated changes in
interest rates, may cause an increase in portfolio turnover and
may result in an increase in expenses to the Bond Fund.

     INVESTMENT POLICIES OF THE LONG TERM INCOME FUND:  The Long
Term Income Fund will invest at least 65% of its assets in
corporate or U.S. Government bonds.  The remainder of the Long
Term Income Fund may be invested in the following types of
securities: preferred stocks, U.S. Government agency securities,
U.S. Government obligations and money market instruments (See
OTHER INVESTMENT POLICIES for definitions of these types of
securities).  At no time will more than 50% of the assets be
invested in obligations issued or guaranteed by the U.S.
Government.

     The Long Term Income Fund will invest in corporate debt
obligations and preferred stock rated no lower than Baa3 by
Moody's or BBB- by S&P.  If the quality rating criteria are met
at the time of investment, a later decline in the rating by
either or both of the rating agencies shall not be a violation
of the investment policies of the Long Term Income Fund.  At no
time will securities rated below BB by S&P and Ba2 by Moody's be
held in the Long Term Income Fund.  The Investment Adviser
supplements the rating and the maturity information for the Long
Term Income Fund in a manner similar to that for the Bond Fund. 
Unrated obligations will be considered, if based on the
Investment Adviser's analysis of the financial merits of the
obligations, it concludes they are of comparable investment
quality to the rated instruments.  No more than 5% of the
portfolio may consist of unrated obligations.

     When, in the opinion of the Investment Adviser, a defensive
investment posture is warranted, the Long Term Income Fund may
invest temporarily and without limitation in high-grade,
short-term money market instruments.

     The Long Term Income Fund's average weighted maturity will
be adjusted according to the interest rate outlook in a manner
similar to the Bond Fund as described above.  An adjustment in
the average maturity of the Long Term Income Fund holdings, due
to anticipated changes in interest rates, may cause an increase
in portfolio turnover and may result in an increase in expenses
to the Fund.

     INVESTMENT POLICIES OF THE RETIREMENT INCOME FUND:  The
Retirement Income Fund will invest at least 65% of its assets in
corporate or U.S. Government bonds.  The remainder of the
Retirement Income Fund may be invested in the following types of
securities: preferred stocks, U.S. Government agency securities,
U.S. Government obligations and money market instruments (See

                                  8
<PAGE>
OTHER INVESTMENT POLICIES for definitions of these types of
securities).  At no time will more than 50% of the assets be
invested in obligations issued or guaranteed by the U.S.
Government.

     The Retirement Income Fund will invest at least 50 percent
of the portfolio in obligations of, or guaranteed by, the U.S.
Government or its agencies or corporate debt securities or
preferred stock rated no lower than Baa3 by Moody's or BBB- by
S&P.  The Fund may invest as much as 33 percent of the portfolio
in lower rated, high-yielding securities, rated between Ba1 and
B2 by Moody's or between BB+ and B by S&P, which may provide
poor protection for payment of principal and interest.  These
bonds are commonly referred to as "junk bonds".  If the quality
rating criteria are met at the time of investment, a later
decline in the rating by either or both of the rating agencies
shall not be a violation of the investment policies of the
Retirement Income Fund.  At no time will bonds rated below B- by
S&P and B3 by Moody's be held in the Retirement Income Fund. 
See "Investment Risks of Lower Rated Securities".  The
Investment Adviser supplements the rating and the maturity
information for the Retirement Income Fund in a manner similar
to that for the Bond and Long Term Income Funds.  Unrated
obligations will be considered, if based on the Investment
Adviser's analysis of the financial merits of the obligations,
it concludes they are of comparable investment quality to the
rated instruments.  No more than 5% of the portfolio may consist
of unrated obligations.  When, in the opinion of the Investment
Adviser, a defensive investment posture is warranted, the
Retirement Income Fund may invest temporarily and without
limitation in high-grade, short-term money market instruments.

     The Retirement Income Fund has a flexible investment policy
which allows the Investment Adviser to adjust the maturity and
the quality of the securities held in the portfolio.  The
average weighted maturity will be adjusted according to the
interest rate outlook in a manner similar to the Bond Fund as
described above.  The mix of the quality of the securities held
in the portfolio will similarly be adjusted by the Investment
Adviser.  The degree to which the Retirement Income Fund holds
high yield, high risk securities will be based on the Adviser's
forecast of the economy and its judgment concerning the
comparative value of high yield, high risk securities and higher
quality issues.  Any adjustment in the maturity or the quality
of the Retirement Income Fund holdings may cause an increase in
portfolio turnover and may result in an increase in expenses to
the Fund.

OTHER INVESTMENT POLICIES:

     GOVERNMENT OBLIGATIONS:  Each FUND may invest in
obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities.  U.S. Government agencies that
are supported by the full faith and credit of the U.S.
Government include securities of the Federal Housing
Administration, the Department of Housing and Urban Development,
the Export-Import Bank, the Farmers Home Administration, the
General Services Administration, the Maritime Administration,
and the Small Business Administration.  Generally less than 50%
of the Bond Fund, the Long Term Income Fund, the Retirement
Income Fund or the bonds in the Balanced Fund will be invested
in obligations of the U.S. Government or agencies supported by
the full faith and credit of the U.S. Government.  The Equity
Growth Fund will have less than 5% of its assets invested in
obligations of the U.S. Government or agencies supported by the
full faith and credit of the U.S. Government except when in the
opinion of the Investment Adviser a temporary defensive
investment posture is warranted.

     Each FUND may invest on a limited basis in obligations of
certain agencies or instrumentalities which do not carry the
full faith and credit of the U.S. Government, such as the
Federal National Mortgage Association or the Federal Home Loan
Mortgage Corporation securities.  Each FUND will invest in the
obligations of such agencies or instrumentalities only when the
Investment Adviser believes the credit risk with respect to the
agency or instrumentality is minimal.  No more than 20% of the
assets of the Bond Fund, the Long Term Income Fund or the bonds

                                  9
<PAGE>
in the Balanced Fund will be invested in these types of
securities.  No more than 5% of the Equity Growth Fund will be
invested in these types of securities.

     MONEY MARKET INSTRUMENTS:  Each FUND, consistent with its
primary investment objective, anticipates under normal
conditions that no more than 20% of its assets will be invested
in high-quality money market instruments.  Under unusual market
or economic conditions (e.g., if short-term interest rates
exceed long term rates) and for temporary defensive purposes
each FUND may invest up to 100% of its assets in money market
instruments.  Money market instruments are defined as commercial
paper and bank obligations.  Bank obligations include bankers'
acceptances, negotiable certificates of deposit and
non-negotiable time deposits earning a specified return and
issued by a U.S. bank which is a member of the Federal Reserve
System or insured by the Federal Deposit Insurance Corporation,
or by a savings and loan association or savings bank that is
insured by the Federal Savings and Loan Insurance Corporation. 
Investment in bank obligations is limited to the obligations of
financial institutions having more than $2 billion in total
assets at the time of purchase.  Investment in time deposits is
limited to no more than 5% of the value of a FUND's total assets
at the time of purchase.

     Investments in commercial paper will be limited to issues
within the highest rating, at the time of purchase, of S&P or
Moody's or, if not rated, are determined by the Investment
Adviser to be of comparable quality.

     REPURCHASE AGREEMENTS:  The U.S. Government obligations in
which the FUNDS invest may be purchased pursuant to repurchase
agreements.  Repurchase agreements are arrangements in which
banks, brokers, dealers, and other recognized financial
institutions sell U.S. Government securities (limited to those
with remaining maturities of five years or less) to the FUNDS
and agree at the time of sale to repurchase them at a mutually
agreed upon time and price.  The FUNDS or their Custodian will
take possession of the securities subject to repurchase
agreements. Repurchase agreements may also be viewed as loans
made by the FUNDS which are collateralized by the securities
subject to repurchase.  Advance Capital Management, Inc., the
Investment Adviser, will monitor such transactions to ensure
that the value of the underlying securities will be at least
equal at all times to the total amount of the repurchase
obligation, including the interest factor.  In the event of a
bankruptcy or default of certain sellers of repurchase
agreements, the FUNDS could experience costs and delays in
liquidating the underlying security which is held as collateral,
and the FUNDS might incur a loss if the value of the collateral
held declines during this period.

     VARIABLE AND FLOATING RATE INSTRUMENTS:  Unrated variable
or floating rate instruments will make up not more than 5% of
any FUND's assets.  These instruments require the Investment
Adviser to monitor closely the earning power, cash flows and
other liquidity ratios of the issuers to insure they can meet
payment on demand.  These instruments often provide a higher
yield than money market rates because they are viewed by the
issuer and purchaser as longer-term obligations whose pricing
may be based on shorter-term rates.

     NON-INTEREST-BEARING SECURITIES:  The Bond Fund has not
invested in non-income-producing securities in the past. 
Further, there are no present plans to invest in
non-income-producing securities in the Bond Fund, the Long Term
Income Fund or the Retirement Income Fund.  Non-income-producing
securities include zero coupon bonds, which pay interest only at
maturity and payment in kind ("PIK") bonds, which pay interest
in the form of additional bonds.  Although there are no plans to
do so, the Retirement Income Fund may invest up to 5 percent of
its assets in such securities.  Should non-interest-bearing
securities be held in the Retirement Income Fund, there are
special tax considerations associated with them.  The Retirement
Income Fund will report interest on these securities as income
even though it receives no cash interest until the security's

                                  10
<PAGE>
maturity or payment date.  Therefore, the Retirement Income Fund
may have to dispose of some portfolio securities under
disadvantageous circumstances to generate cash to satisfy
distribution requirements.

     STOCK INDEX FUTURES CONTRACTS AND OPTIONS:  The Equity
Growth Fund and the Balanced Fund (the Growth Portfolios) may
enter into stock index futures contracts (or options thereon) to
hedge all or a portion of its equity portfolio, or as an
efficient means of regulating its exposure to the equity
markets.  The Growth Portfolios will not use futures contracts
for speculation.  The Funds will limit the use of futures
contracts so that: (1) no more than 5% of the Growth Portfolios'
assets would be committed to initial margin deposits or premiums
on such contracts and (2) immediately after entering into such
contracts, no more than 30% of the Equity Growth Fund's total
assets or no more than 20% of the Balanced Fund's assets would
be represented by such contracts.  The Growth Portfolios may
also write covered call options and purchase put options on
securities and financial indices.  The aggregate market value of
each Fund's portfolio securities covering call options will not
exceed 25% of the Equity Growth Fund's net assets or 15% of the
Balanced Fund's net assets.  Futures contracts and options can
be highly volatile and could reduce each Fund's total return,
and a Fund's attempt to use such investment for hedging purposes
may not be successful.  Successful futures strategies require
the ability of the investment adviser to predict future
movements in securities prices, interest rates and other
economic factors.  Each Fund's potential losses from the use of
futures extends beyond its initial investment in such contracts.
Also, losses from options and futures could be significant if a
Fund is unable to close out its position due to disruptions in
the market or lack of liquidity.

     PORTFOLIO TRANSACTIONS:  Although the FUNDS do not intend
to invest for the purpose of seeking short-term profits,
securities in the portfolios will be sold whenever the
Investment Adviser or Sub-Adviser believes it is appropriate to
do so in light of the respective FUND's investment objectives,
without regard to the length of time a particular security may
have been held.  Although it is not possible to predict the
annual portfolio turnover rate, it is not expected to exceed
125% for the Equity Growth Fund, the Retirement Income Fund or
the equity portion of the Balanced Fund and not expected to
exceed 75% for the Bond Fund, the Long Term Income Fund or the
bond portion of the Balanced Fund when measured over any
extended number of years.  Portfolio trading and turnover
involve transaction costs which reduce investor returns.  Higher
portfolio turnover rates will further increase costs.  In
addition, higher portfolio turnover may increase distributions
of taxable capital gains and ordinary income to shareholders.

     The Investment Adviser and Sub-Adviser use various
brokerage firms to carry out portfolio transactions.  The
COMPANY has authorized the Investment Adviser and Sub-Adviser to
place brokerage orders with some brokers who help to distribute
shares of the FUNDS.  The Investment Adviser or Sub-Adviser will
do so only when it reasonably believes that the commissions and
the transaction quality are comparable to that available from
other qualified brokers.

     The COMPANY has authorized the Investment Adviser or
Sub-Adviser to pay higher commissions to those firms that
provide research services.  The Investment Adviser and
Sub-Adviser may use this research information in managing the
FUNDS' assets, as well as assets of other clients.

INVESTMENT RISKS OF LOWER RATED SECURITIES:

     The Retirement Income Fund may invest as much as 33 percent
of the Fund in lower rated, high-yielding securities (rated Ba
or lower by Moody's or BB or lower by S&P) which may provide
poor protection for payment of principal and interest.  These
bonds are commonly referred to as "junk bonds".  These
securities are considered to be speculative and involve greater
risk of default or volatility in price changes due to the credit
worthiness of the issuer than do securities assigned higher
quality ratings.

                                  11
<PAGE>
     The fixed income market has experienced a dramatic increase
in the large scale use of such securities to fund highly
leveraged corporate acquisitions and restructurings.  The high
yield, high risk bond market is relatively new and many of the
outstanding high yield bonds have not endured a major business
recession.  A long term track record on bond default rates, such
as that for investment grade corporate bonds, does not exist for
the high yield market.  It may be that future default rates on
high yield, high risk bonds will be more widespread and higher
than in the past, especially during periods of deteriorating
economic conditions.

     High yield, high risk bonds may also carry call risk, or
the risk that bonds will be redeemed by the issuer during
periods of declining interest rates.  Replacing the called bonds
with a lower yielding security will reduce the return for
investors.  Conversely, in periods of rising interest rates, the
value of high yield bonds will decline, thereby reducing the
value of the Funds assets.

     Credit quality in the high yield, high risk bond market can
change suddenly and unexpectedly, and even recently-issued
credit ratings may not fully reflect the actual risks posed by a
particular high-yield security.  For these reasons it is the
Retirement Income Fund's policy not to rely primarily on ratings
issued by established credit rating agencies, but to utilize
such ratings in conjunction with the investment adviser's own
independent and ongoing review of credit quality.

     The market for lower rated securities may be less active
and thinner than that for higher quality securities.  This may
adversely affect the price at which these securities can be
sold.  The market prices of lower rated securities may fluctuate
more than higher rated securities and may decline significantly
in periods of general economic decline and also following
periods of rising interest rates.  During a period of economic
downturn or a prolonged period of rising interest rates, the
ability of issuers of lower quality debt to continue to service
their payment obligations, meet projected goals or obtain
additional financing may be seriously impaired.  Under such
conditions, it may become difficult to value these securities
accurately.  The Fund may also be forced to sell securities at a
significant loss in order to meet shareholder redemptions.

     Overall, investors should expect that the lower quality
bonds in the Retirement Income Fund may fluctuate in price
independently of the broad bond market and prevailing interest
rate trends, and that price volatility at times may be very
high, especially as a result of credit concerns, market
liquidity and anticipated or actual adverse changes in economic
activity.

     The Retirement Income Fund's policies regarding lower rated
debt securities are not fundamental and may be changed at any
time without shareholder approval.

INVESTMENT LIMITATIONS:

     The following investment limitations are matters of
fundamental policy and may not be changed with respect to a FUND
without the vote of the holders of a majority of the FUND's
outstanding shares (as defined under MISCELLANEOUS).

The FUNDS will not:

 - borrow money or pledge securities;

 - commit more than 10% of their respective net assets to
non-liquid securities, including repurchase agreements with
maturities longer than seven days, or to securities subject to
restrictions on resale;

 - purchase the securities of any one issuer, other than the
U.S. Government or any of its instrumentalities, if immediately
after such purchase more than 5% of the value of its total

                                  12
<PAGE>
assets would be invested in such issuer, except that up to 15%
of the value of each FUND's total assets may be invested without
regard to the 5% limitation;

 - invest more than 5% of each respective FUND's total assets in
securities of issuers that have records of less than three years
of continuous operations;

 - invest more than 25% of each respective FUND's total assets
in any one industry;

 - acquire more than 10% of the voting securities of any one 
issuer.

     If a percentage limitation is satisfied at the time of the
investment, a later increase or decrease in such percentage
resulting from a change in the value of a FUND's portfolio
securities will not constitute a violation of such limitation.

DISTRIBUTION OF SHARES

     Advance Capital Services, Inc., a wholly-owned subsidiary
of Advance Capital Group, Inc., is the principal distributor for
shares of the COMPANY.  It is a Michigan corporation organized
on August 5, 1986 and a registered broker-dealer with the
National Association of Securities Dealers, Inc.  The
distributor is responsible for soliciting orders for the sale of
shares of the FUNDS and will undertake such advertising and
promotion as it believes reasonable in connection with such
solicitation.

NET ASSET VALUE
   
     Each FUND's net asset value per share is determined by
dividing the sum of the market or appraised value of all
securities and all other assets less liabilities by the number
of shares of the FUND outstanding.  Each FUND's net asset value
per share is calculated on days that the New York Stock Exchange
is open.
    
INVESTING IN THE FUNDS

     Shares of the COMPANY are sold on days on which the New
York Stock Exchange is open.  Shares may be purchased either by
mail or wire.  The COMPANY reserves the right to reject any
purchase request.

     PURCHASES BY MAIL:  Shares may be purchased initially by
completing the Application for Purchase of Shares accompanying
this prospectus.  Mail the Application and a check payable to
Advance Capital I, Inc. to:

  Advance Capital Group, Inc.
  P.O. Box 3144
  Southfield, Michigan  48037

     Orders by mail are considered received the day the check is
received by Advance Capital Group.

     Subsequent purchases by mail need only to include a check,
the investor's account number, and the amount of money to be
invested in each FUND.

     PURCHASES BY WIRE:  A completed and signed Application must
be on file with Advance Capital Group in order to purchase
shares by Federal Reserve wire.  For instructions to initiate a
wire purchase, call Advance Capital Group on (810) 350-8543 or
(800) 345-4783.  The order is considered received immediately.

                                  13
<PAGE> 
The shares will be priced at the Net Asset Value as next
determined after the order is received.  Payment by Federal
Funds must be received before the close of business on the next
business day following the order.

     MINIMUM INVESTMENT REQUIRED:  The minimum initial aggregate
investment in the COMPANY is $10,000 ($2,000 for IRA Accounts). 
This investment may be distributed in any of the FUNDS as long
as a $1,000 minimum investment is maintained in each FUND
selected.  An institutional investor's minimum investment will
be calculated by combining all accounts it maintains with the
COMPANY.

     WHAT SHARES COST:  Shares of each FUND are purchased or
sold at their net asset value, as next determined after an order
is received by Advance Capital Group.  There are no sales
commissions or charges imposed by the COMPANY.  Investors who
purchase or sell shares through a non-affiliated broker or bank
may be charged an additional service fee by that broker or bank.

     The net asset value of each FUND is determined at the close
of business of the New York Stock Exchange (currently 4:00 PM
Eastern Time), Monday through Friday, on each day the New York
Stock Exchange is open for trading.
   
     CERTIFICATES AND CONFIRMATIONS:  As transfer agent for the
COMPANY, Advance Capital Group maintains a share account for
each shareholder of each FUND.  Share certificates are not
issued.
    
     Detailed confirmations of each purchase, exchange or
redemption are sent to each shareholder.  Monthly confirmations
are sent to report dividends declared during that month to Bond
Fund, Balanced Fund, Long Term Income Fund, and Retirement
Income Fund shareholders.  Confirmations are sent to report
dividends declared at year end to Equity Growth Fund
shareholders.

     DIVIDENDS:  Bond Fund, Balanced Fund, Long Term Income
Fund, and Retirement Income Fund dividends are declared daily,
except on Saturdays, Sundays, and holidays and are paid monthly
on the last business day of the month.  Dividends are declared
just prior to determining net asset value.  Dividends declared
on Fridays and on days preceding holidays are proportionally
larger to adjust for the FUND's income for the following
Saturday and Sunday, or holiday.

     Equity Growth Fund dividends are declared annually and paid
on the last business day of the year.

     Dividends for each FUND may be received in cash by
selecting the appropriate option on the Application for Purchase
of Shares when an account is opened.  Otherwise, dividends of
all five FUNDS are automatically reinvested in additional shares
of the respective FUND unless cash distributions are requested
subsequently, in writing, to the transfer agent, Advance Capital
Group.

     CAPITAL GAINS:  Capital gains, if any, of each FUND will be
distributed annually and normally be paid within 45 days of the
close of the COMPANY's fiscal year.  Capital gains may be
received in cash by selecting the appropriate option on the
Application for Purchase of Shares when an account is opened. 
Otherwise, capital gains are paid in the form of additional
shares unless cash distributions are requested subsequently, in
writing, to the transfer agent, Advance Capital Group.

TRANSFERRING SHARES

     EXCHANGING SHARES AMONG FUNDS:  An exchange of a FUND's
shares can be made for shares in any of the other four FUNDS of
the COMPANY.  For tax purposes an exchange is treated as a
redemption and a purchase.

                                  14
<PAGE>
     Exchanges by telephone or in writing, are subject to the
same authorizations and restrictions as redemptions (See
REDEEMING SHARES and TELEPHONE REQUESTS).  All requests must
include; the shareholder's name and account number, the name of
the FUND being redeemed and the FUND being purchased and the
number of shares or dollar amount being exchanged.  If share
certificates have been issued, they must be properly endorsed
and sent by registered or certified mail along with the written
request.  The Company reserves the right to modify or terminate
these exchange procedures or required authorizations in the
future.  Shareholders will be given at least 60 days notice
before any such changes or termination becomes
effective.

REDEEMING SHARES

     The COMPANY redeems shares at their net asset value next
determined after Advance Capital Group receives the redemption
request.  There are no deferred sales charges or redemption
fees.  Redemptions may be made on days on which the New York
Stock Exchange is open for business.  The redemption request
must be received before 4:00 PM Eastern Time for same day
processing.  Redemption requests must be received in proper form
and can be made by written request or by telephone request. 
Redemption requests for IRA accounts require a signed IRA
Distribution Form.

     WRITTEN REQUESTS:  Shares may be redeemed by sending a
written request to:

  Advance Capital Group, Inc.
  P.O. Box 3144
  Southfield, Michigan  48037

     The request must provide the shareholder's name and account
number, the name of the FUND and the share or dollar amount of
the redemption.  If share certificates have been issued, they
must be properly endorsed and should be sent by registered or
certified mail with the written request.

     SIGNATURES:  Signatures on redemption requests and share
certificates must be guaranteed by:

 - a trust company or commercial bank that is a member of the
FDIC; or

 - a member firm of the New York, American, Boston, Midwest, or
Pacific Stock Exchange.

     The COMPANY does not accept signatures guaranteed by a
savings bank, savings and loan association or notary public.

     TELEPHONE REQUESTS:  Share amounts less than $25,000 may be
redeemed or exchanged by telephone if the Telephone Redemption
or Exchange Option was completed on the initial Application for
Purchase of Shares.  For amounts over $25,000, or if the
Telephone Redemption or Exchange Option was not completed on the
initial application, a written redemption or exchange request
must be made with Advance Capital Group and must be signature
guaranteed (See REDEEMING SHARES and SIGNATURES).  Redemption
requests for IRA accounts may not be made by telephone.  Shares
may be redeemed by calling (810) 350-8543 or (800) 345-4783 any
business day between the hours 8:00 AM and 4:00 PM, Eastern Time.

     By establishing the telephone redemption service you
authorize Advance Capital Group to: (1) act upon instruction of
any person by telephone to redeem or exchange shares from any
account for which such service has been authorized; and (2)
honor any written instructions pertaining to a redemption for an
amount $25,000 or less or for a change of address regardless of
whether such request was accompanied by a signature guarantee. 
You also agree that neither the FUNDS nor Advance Capital Group,
Inc. will be liable for following instructions communicated by
telephone reasonably believed to be genuine and a loss to the
shareholder may result due to an unauthorized transaction.  The
FUNDS and Advance Capital Group, Inc. will employ reasonable

                                  15
<PAGE>
procedures which may include one or more of the following: 
verifying authorization and requiring some form of personal
identification prior to acting upon instructions, and sending a
statement each time a telephone exchange is made to confirm that
instructions communicated by telephone are genuine. The Transfer
Agent and the COMPANY reserve the right to change, modify, or
terminate these services at any time.

     RECEIVING PAYMENT:  Normally, a check for the proceeds of a
redemption is mailed within one business day, but in no event
more than seven days, after receipt of a proper redemption
request.

     REDEMPTION BEFORE PURCHASE INSTRUMENTS CLEAR:  When shares
are purchased by check, those shares are not available for
redemption, except by letter, until the Custodian collects
payment for those shares.  It is the COMPANY's policy to allow
up to 15 calendar days from the date those shares were purchased
for such collection.

     ACCOUNTS WITH LOW BALANCES:  Due to the high cost of
maintaining accounts with low balances, the COMPANY may redeem
shares in all FUNDS and pay the proceeds to the shareholder if
the total of the account balances in the five FUNDS falls below
a required minimum net asset value of $10,000 ($2,000 for IRA
accounts) or redeem shares of the specific FUND if that one FUND
falls below the $1,000 minimum.  This requirement does not
apply, however, if the aggregate account balance falls below
$10,000 ($2,000 for IRA accounts) because of changes in the net
asset values of the FUNDS.

     Before shares are redeemed to close an account, the
shareholder is notified in writing and allowed 30 days to
purchase additional shares to meet the minimum aggregate
requirement.

     REDEMPTION IN KIND:  Each FUND of the COMPANY is obligated
to redeem shares solely in cash up to $250,000 or 1% of the
FUND's net asset value, whichever is less, for any one
shareholder within a 90 day period.

     Any redemption beyond this amount will also be cash unless
the Board of Directors of the COMPANY determine that further
cash payments will have a material adverse effect on remaining
shareholders.  In such a case, the FUND will pay all or a
portion of the remainder of the redemption in portfolio
instruments, valued in the same way as the FUND's net asset
value is determined.  The portfolio instruments will be selected
in a manner that the Board of Directors deems fair and
reasonable.

     Redemption in kind is not as liquid as a cash redemption. 
If redemption is made in kind, shareholders receiving their
securities and selling them could receive less than the
redemption value of their securities and could incur certain
transaction costs.

DISTRIBUTION PLAN
   
     The COMPANY has adopted a Plan of Distribution under which
each FUND is permitted to spend up to .25% of its average daily
net assets for activities primarily intended to result in sales
of shares of any of the FUNDS that comprise the COMPANY, which
activities include but are not limited to, compensation of sales
personnel; compensation to and expenses, including the cost of
equipment, telephones, travel, seminars, stationary, and
supplies, of employees of the Distributor who engage in or
support distribution of the FUNDS' shares or who service
shareholder accounts; development and implementation of direct
mail promotions and advertising; and preparation, printing and
distribution of company prospectuses and reports for recipients
other than existing shareholders.  The Plan does not permit non
reimbursed expenses incurred in a particular year to be carried
over to or reimbursed in subsequent years.  The terms of the
Plan are incorporated into the COMPANY's distribution agreement
with the Distributor.  The Board of Directors has suspended

                                  16
<PAGE>
indefinitely the 12b-1 fees for the Bond and Long Term Income
Funds.  Shareholders of the Bond and Long Term Income Funds will
be notified 30 days prior to any increase in the 12b-1 fees
charged to these Funds.

     During the fiscal year ended December 31, 1995, the COMPANY
paid or accrued distribution expenses of $50,077, $0, $128,517,
$0 and $301,004 for the Equity Growth, Bond, Balanced, Long Term
Income and Retirement Income Funds respectively, to the
COMPANY's distributor, Advance Capital Services.
    
MANAGEMENT OF THE COMPANY

     BOARD OF DIRECTORS:  The COMPANY is managed by a Board of
Directors.  The Directors are responsible for managing the
COMPANY's business affairs and for exercising all the COMPANY's
powers except those reserved for the shareholders.

     INVESTMENT ADVISER:  Advance Capital Management, Inc., a
wholly-owned subsidiary of Advance Capital Group, Inc., a
financial services and holding company, serves as the Investment
Adviser to the COMPANY.  The principal business address of
Advance Capital Management, Inc. is in Southfield, Michigan. 
Subject to the general supervision of the COMPANY's Directors
and in accordance with each FUND's investment objectives and
policies, the Investment Adviser continually conducts investment
research and furnishes an investment program for each of the
FUNDS of the COMPANY, is responsible for the purchase and sale
of each FUND's portfolio securities and maintains the COMPANY's
records relating to such purchases and sales.

     SUB-ADVISER:  T. Rowe Price Associates, Inc. (TRPA) serves
as the investment adviser for that portion of the portfolio
assets of the Equity Growth Fund and Balanced Fund which are
determined by the Investment Adviser to be invested in common
stocks.  TRPA is a Maryland Corporation with its principal
business address in Baltimore, Maryland.  Their primary business
is the investment management of assets for no-load mutual funds
and other large investment accounts.  TRPA is one of the largest
100 percent no-load mutual fund managers in the nation. 

     ADVISORY FEES:  For services provided and expenses assumed
pursuant to the Investment Advisory Agreement, the Investment
Adviser receives a fee, computed daily and paid monthly, at the
annual rate of .7% of the average daily net assets of the Equity
Growth Fund and the Balanced Fund, .4% of the average daily net
assets of the Bond Fund and the Long Term Income Fund and .5% of
the average daily net assets of the Retirement Income Fund.  The
Sub-Advisory Agreements do not provide for any increase in the
level of fees payable by the Company.  For its services, the
Sub-Adviser is paid a fee by the Investment Adviser, payable
over the same time periods and calculated in the same manner as
the investment advisory fee, of .2% percent annually of daily
net assets of the Equity Growth Fund and of that portion of the
Balanced Fund so designated by the Investment Adviser to be
invested in common stocks.  From time to time, as it may deem
appropriate in its sole discretion, the Investment Adviser may
waive a portion or all of its advisory fee. 
   
     PORTFOLIO MANAGERS:  John C. Shoemaker, President, Robert
J. Cappelli, Vice President, and Christopher M. Kostiz of
Advance Capital Management, Inc., have responsibility for the
day-to-day management of the Bond Fund, Long Term Income Fund,
Retirement Income Fund and the fixed-income portion of the
Balanced Fund.  Mr. Shoemaker has been the portfolio manager for
all of the funds since their inception (August, 1987 for the
Equity Growth, Bond and Balanced Funds and October 6, 1992 for
the Long Term Income Fund and Retirement Income Fund).  Mr.
Cappelli has been a portfolio manager for the Bond Fund and the
Balanced Fund since 1991 and for the Long Term Income Fund and
Retirement Income Fund since inception.  Prior to that, Mr.
Cappelli had been actively involved in the investment research

                                  17
<PAGE>
and strategy for all of the Advance Capital I Funds since
inception.  Mr. Kostiz has been a portfolio manager of the Bond
Fund, the fixed-income portion of the Balanced Fund, the Long
Term Income Fund and the Retirement Income Fund since 1995, and
has been involved in the administration, research and investment
of these portfolios since 1993.  Richard T. Whitney, Managing
Director, T. Rowe Price Associates, Inc. has had responsibility
for the day-to-day management of the common stock portions of
the Equity Growth and Balanced Funds since December 29, 1993. 
Mr. Whitney has been at T. Rowe Price Associates, Inc. since
1985 where he has been actively involved in the development and
management of their systematic equity process.  He is President
of the T. Rowe Price Equity Index Fund and the T. Rowe Price
Balanced Fund.
    
     ADMINISTRATIVE SERVICES:  Advance Capital Group, the
COMPANY's Transfer Agent, also provides the administrative
personnel and services necessary to handle the clerical,
accounting, and bookkeeping functions required to operate the
COMPANY.  In its capacity as Transfer Agent, Advance Capital
Group arranges for the processing of share purchase and
redemption orders, maintains shareholder account records, and
serves as dividend disbursing agent.  These combined
administrative and transfer agent services are provided to the
COMPANY at cost.  

     TRANSFER AGENT:  Advance Capital Group is the transfer
agent and dividend disbursing agent for shares of the COMPANY.

EXPENSES OF THE COMPANY

     Except as noted below, the Investment Adviser bears all
expenses in connection with the performance of its services. 
The COMPANY bears the expenses incurred in its operations. 
Expenses of the COMPANY include: taxes; fees, including fees
paid to its Directors, investment advisory fees, transfer agent
and dividend disbursing fees, Securities and Exchange Commission
fees, and state qualification fees; costs of preparing and
printing prospectuses for regulatory purposes and for
distribution to shareholders; charges of the Custodian; certain
insurance premiums; outside auditing and legal expenses; costs
of independent pricing services; costs of shareholder reports
and meetings; and extraordinary expenses.  The COMPANY also pays
for brokerage fees and commissions in connection with portfolio
securities transactions.

     Expenses of the COMPANY may also include
distribution-related expenses which the COMPANY is permitted to
bear under a Plan of Distribution complying with the provisions
of Rule 12b-1 under the Investment Company Act of 1940.  Such
Plan was approved by the Board of Directors, including a
majority of the Directors who are not interested persons of the
COMPANY and who have no direct or indirect financial interest in
the operation of the Plan.  Under the Plan, up to .25% of each
FUND's average daily net assets, for any fiscal year, may be
expended for preparation, reproduction and distribution of sales
literature and prospectuses used for sales purposes; public
relations and communications with investors and prospective
investors; and compensation of sales personnel.

TAX INFORMATION

     FEDERAL INCOME TAX:  The COMPANY will distribute to
shareholders all capital gains and income earned.  As such, the
COMPANY will pay no federal income tax because it expects to
meet the requirements of the Internal Revenue Code applicable to
regulated investment companies and to receive the special tax
treatment afforded to such companies.

     Unless otherwise exempt, shareholders are required to pay
federal income tax on any dividends and other distributions
received.  This applies whether dividends are received in cash
or as additional shares.  Information on the tax status of
dividends is provided annually.

                                  18
<PAGE>
     The Internal Revenue Code of 1986 treats each FUND in a
series mutual fund as a separate corporation.

     STATE AND LOCAL TAXES:  Shareholders are urged to consult
their own tax advisers regarding the status of their accounts
under state and local tax laws.

DESCRIPTION OF CAPITAL STOCK

     The COMPANY was organized as a Maryland Corporation on
March 6, 1987.  The COMPANY is a series fund offering five
classes of shares, each representing shares in one of five
separate Funds. Class A common shares represent interests in the
Equity Growth Fund, Class B common shares represent interests in
the Bond Fund, Class C common shares represent interests in the
Balanced Fund, Class D common shares represent interests in the
Long Term Income Fund and Class E common shares represent
interests in the Retirement Income Fund.  Each share has a par
value of $.001, which represents an equal proportionate interest
in the FUND with other shares of the same class, and is entitled
to such dividends and distributions out of the income earned on
the assets belonging to such FUND as are declared in the
discretion of the COMPANY's Board of Directors. The COMPANY's
Articles of Incorporation authorizes the Board of Directors to
classify or reclassify any class of shares into one or more
portfolios.

     Shareholders are entitled to one vote for each full share
held, and fractional votes for fractional shares held, and will
vote in the aggregate and not by class, except as otherwise
expressly required by law, or when otherwise permitted by the
Board of Directors acting in its sole discretion.  At such time
shares of capital stock of the COMPANY shall be voted by
individual class and only shares of capital stock of the
respective class or classes affected by a matter shall be
entitled to vote on such a matter.  The COMPANY holds an Annual
Meeting of Shareholders.

     Certificates for shares will not be issued unless expressly
requested in writing to the COMPANY's Transfer Agent, Advance
Capital Group, Inc. and will not be issued for fractional shares
or for IRA(s) held by a Custodian.

MISCELLANEOUS
   
     Shareholders will receive unaudited semi-annual reports
describing the COMPANY's investment operations and annual
financial statements audited by independent accountants.
    
     As used in this Prospectus, a "vote of the holders of a
majority of the outstanding shares" of the COMPANY or a
particular FUND means the affirmative vote of the lesser of (a)
50% of the outstanding shares of the COMPANY or such FUND, or
(b) 67% or more of the shares of the COMPANY or such FUND
present at a meeting if the holders of more than 50% of the
outstanding shares of the COMPANY or such FUND are represented
at the meeting in person or by proxy.

     Inquiries regarding the COMPANY or any of its FUNDS may be
directed to the address or telephone number listed on the cover
of this Prospectus.

                                  19
<PAGE>
ADVANCE CAPITAL I, INC.             ADVANCE CAPITAL I, INC.
                                    An investment company with five funds.

INVESTMENT ADVISER:
Advance Capital Management, Inc.                   Equity Growth Fund
One Towne Square, Suite 444                        Bond Fund
Southfield, Michigan 48076                         Balanced Fund
                                                   Long Term Income Fund
SUB-ADVISER: (Equity Growth and Balanced Funds)    Retirement Income Fund
T. Rowe Price Associates, Inc.
100 East Pratt Street
Baltimore, Maryland 21202

DISTRIBUTOR:
Advance Capital Services, Inc.
P.O. Box 3144
Southfield, Michigan 48037

ADMINISTRATOR AND TRANSFER AGENT:
Advance Capital Group, Inc.
P.O. Box 3144
Southfield, Michigan 48037

   
INDEPENDENT ACCOUNTANTS:
Price Waterhouse LLP
100 East Wisconsin Avenue
Suite 1500
Milwaukee, Wisconsin 53202

BOARD OF DIRECTORS:
Joseph A. Ahern
Richard W. Holtcamp
John C. Shoemaker                                   Prospectus
Frank R. Zimmerman                                  April 30, 1996
    
<PAGE>
   
ADVANCE CAPITAL I, INC.
Statement of Additional Information
April 30, 1996

	This statement of Additional Information is not a prospectus
and should be read in conjunction with the current Prospectus as
updated to reflect filing of updated condensed financial
information for Advance Capital I, Inc. (the COMPANY), dated
April 30, 1996 (the Prospectus).  Much of the information
contained in this Statement of Additional Information expands
upon the subjects discussed in the Prospectus.  No investment in
shares of the COMPANY (the Shares) should be made without first
reading the Prospectus.  A copy of the Prospectus for the
COMPANY may be obtained by writing Advance Capital I, Inc. at
P.O. Box 3144, Southfield, Michigan 48037 or by calling (810)
350-8543 or (800) 345-4783.

TABLE OF CONTENTS
                                                        	Page

GENERAL INFORMATION ABOUT THE COMPANY...................         2

INVESTMENT OBJECTIVES, POLICIES AND RISK
CONSIDERATIONS.................................	                 2

	General.........................................         2
	Additional Information on Portfolio Instruments...	 2
	Additional Investment Limitations..................      3

DISTRIBUTION PLAN.........................................	 4

DESCRIPTION OF SHARES.........................................	 5

OFFICERS AND DIRECTORS.......................................... 6

INVESTMENT ADVISORY AND ADMINISTRATION AND TRANSFER
 AGENT AGREEMENTS..............................................  7

PORTFOLIO TRANSACTIONS.........................................  8

CUSTODIAN..................................................	10

INDEPENDENT ACCOUNTANTS.......................................	10

COUNSEL................................................         10

PERFORMANCE INFORMATION...................................      11

SECURITY VALUATION.........................................	12

ADDITIONAL TAX INFORMATION.....................................	12

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.........	12

MISCELLANEOUS.............................................	14

DESCRIPTION OF BOND RATINGS...................................	14

FINANCIAL STATEMENTS..................................		15
    
<PAGE>
General Information About the COMPANY:

     ADVANCE CAPITAL I, Inc. (the COMPANY) is a Maryland Corporation
organized on March 6, 1987.  The COMPANY offers shares in five
separate portfolios (the FUNDS).  The five portfolios are: 

     Equity Growth Fund
     Bond Fund
     Balanced Fund
     Long Term Income Fund
     Retirement Income Fund

INVESTMENT OBJECTIVES, POLICIES AND RISK CONSIDERATIONS:

General

	As stated in the Prospectus, the COMPANY offers Shares
representing interests in five different investment portfolios. 
The investment objective of the Equity Growth Fund is to provide
long-term growth of capital through investment primarily in
common stocks of small, rapidly growing companies.  The Balanced
Fund's investment objective is to provide capital appreciation,
current income and preservation of capital by investing in a
diversified portfolio of common stocks and bonds.  Common stocks
are generally expected to represent approximately 60% of total
assets, and fixed income securities, including cash reserves,
will represent the remaining assets.  The investment objective
of the Bond Fund is to seek a high level of current interest
income consistent with the relative stability of principal and
liquidity.  To achieve this objective, the Bond Fund invests
primarily in high-quality, intermediate-term bonds.  The Long
Term Income Fund seeks a higher level of current interest income
than does the Bond Fund, yet still consistent with the relative
stability of principal and liquidity.  To achieve this
objective, the Long Term Income Fund invests in investment
grade, long term fixed income securities.  The Retirement Income
Fund seeks the highest level of current income without undue
risk of principal.  To achieve this objective, the Retirement
Income Fund invests at least half of the portfolio in U.S.
Government and investment grade fixed income securities and up
to 33 percent of the portfolio in fixed income securities with
ratings below investment grade.  These high yield, high risk or
"junk bonds" generally involve greater price volatility and
greater risks to principal and income than do bonds in the
higher rating categories.  Such high yield bonds are considered
predominately speculative.

Additional Information on Portfolio Instruments

   Variable and Floating Rate Instruments

	With respect to unrated variable and floating rate instruments,
the Investment Adviser will consider the earning power, cash
flows and other liquidity ratios of the issuers of such
instruments and will continuously monitor their financial status
to meet payment on demand.  In determining average weighted
portfolio maturity and whether a variable or floating rate
instrument has a remaining maturity of one year or less, a
variable and floating rate instrument will usually be deemed to
have a maturity equal to the longer of the period remaining to
                                  2
<PAGE>
the next interest rate adjustment or the time the COMPANY can
recover payment of principal as specified in the instrument.

	Repurchase Agreements

	Repurchase agreements are considered to be loans by the COMPANY
under the Investment Company Act of 1940 (1940 Act).  The
repurchase agreements described in the COMPANY's Prospectus are
fully collateralized which means that the value of the
collateral security is, and during the entire term of the
agreement remains, at least equal to the amount of the "loan"
including accrued interest.  Securities subject to repurchase
agreements are held by the COMPANY's custodian or in the Federal
Reserve/Treasury book entry system.  The Board of Directors
shall establish guidelines and standards of review for the
Investment Adviser to follow for purposes of determining the
credit worthiness of the broker or dealer issuing the repurchase
agreement.  The Board of Directors will monitor the Investment
Adviser's actions in engaging in repurchase agreements for the
COMPANY.

Additional Investment Limitations

	In addition to the investment limitations disclosed in the
Prospectus, the FUNDS are subject to the following investment
limitations which may be changed with respect to a particular
FUND only by a vote of a majority of the holders of such FUND
(as defined under MISCELLANEOUS in the Prospectus).

  The FUNDS will not:

  1.	Invest in bank obligations having remaining maturities in
excess of one year, except that (1) securities subject to
repurchase agreements may have longer maturities and (2) the
Bond Fund, the Long Term Income Fund, the Retirement Income Fund
or the Balanced Fund may invest in bank obligations without
regard to maturity.

  2.	Make loans, except that each FUND may purchase or hold debt
securities in accordance with its investment objectives and
policies and may enter into repurchase agreements with respect
to obligations issued or guaranteed by the U. S. Government, its
agencies or instrumentalities.

  3.	Purchase securities on margin, make short sales of
securities or maintain a short position.

  4.	Act as an underwriter of securities within the meaning of
the Securities Act of 1933 except insofar as it might be deemed
to be an underwriter upon disposition of certain portfolio
securities acquired within the limitation on purchases of
restricted securities.

  5.	Purchase or sell real estate, except that each FUND may
purchase securities of issuers which deal in real estate and may
purchase securities which are secured by interests in real
estate.

  6.	Purchase or sell commodities futures contracts or invest in
oil, gas, or other mineral exploration or development programs;
provided, however, this shall not prohibit the Equity Growth
                                  3
<PAGE>
Fund or the Balanced Fund from purchasing publicly traded
securities of companies engaging in whole or in part in such
activities.

  7.	Issue any senior securities.

  8.	Invest in companies for the purpose of exercising
management or control.

  9.	Invest more than five percent of its total assets in
securities issued by companies which, together with any
predecessor, have been in continuous operation for fewer than
three years.

 10.	Acquire any other investment company or investment company
security except in connection with a merger, consolidation,
reorganization or acquisition of assets.

 11.	Permit the purchase or retention of the securities of any
issuer if the officers, directors or trustees of the COMPANY,
its advisers or managers owning beneficially more than one-half
of one percent of the securities of such issuer together own
beneficially more than five percent of such securities.

DISTRIBUTION PLAN:

	As stated in the Prospectus, the COMPANY has adopted a Plan of
Distribution (the Plan) under Section 12(b) of the 1940 Act and
Rule 12b-1 thereunder (the Rule).  Under the Plan, each FUND is
authorized to spend up to 0.25% of its average daily net assets
on activities primarily intended to result in the sale of the
Shares of any of the FUNDS comprising the COMPANY, which
activities are summarized in the Prospectus.

	Under the Distribution Agreement with Distributor discussed
above, each FUND is authorized to reimburse Distributor for its
distribution activities (which are the same as those authorized
by the Plan) on behalf of each FUND on a monthly basis, provided
that any payment by a fund to Distributor, together with any
other payments made by such FUND pursuant to the Plan, shall not
exceed .02083% of its average daily net assets for the prior
month (.25% on an annualized basis).
   
	The plan was initially approved on July 17, 1987, by the
Directors of the COMPANY, including a majority of the Directors
who were not "interested persons" (as defined in the 1940 Act)
of the COMPANY and who had no direct or indirect financial
interest in the operation of the Plan or in any agreement
related to the Plan (the Qualified Directors).  In approving the
Plan, the Directors determined that the Plan was in the best
interest of the shareholders of each FUND.  At the first Annual
Meeting of Shareholders held on July 22, 1988 for the
shareholders of the Equity Growth, Bond and Balanced Funds and
July 23, 1993 for the shareholders of the Long Term Income and
Retirement Income Funds, the Plan of Distribution was approved. 
A modification of the plan to reduce the aggregate fees charged
under the plan to .25% annually, was approved by the Board of
Directors on April, 24, 1992.  During the fiscal year ended
December 31, 1995, the COMPANY paid or accrued distribution
expenses of $50,077, $0, $128,517, $0 and $301,004 for the
Equity Growth, Bond, Balanced, Long Term Income and Retirement
Income Funds, respectively, to the COMPANY's distributor,
Advance Capital Services, Inc. 
    
                                  4
<PAGE>
	The Plan requires that, at least quarterly, the Directors must
review a written report prepared by the Treasurer of the COMPANY
enumerating the amounts expended and purposes therefor under the
Plan.  The Rule also requires that the selection and nomination
of Directors who are not "interested persons" of the COMPANY be
made by such disinterested Directors.

DESCRIPTION OF SHARES:

	The COMPANY's Articles of Incorporation authorize the Board of
Directors to issue up to one billion shares of capital stock,
and to classify or reclassify any unissued shares of the COMPANY
into one or more additional classes by setting or changing in
any one or more respects their respective preferences,
conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and
conditions of redemption.  All of the COMPANY's authorized
capital is currently classified into five classes of Shares,
each representing interests in one of five separate investment
portfolios - the Equity Growth Fund, the Bond Fund, the Balanced
Fund, the Long Term Income Fund and the Retirement Income Fund.

	Shares have no preemptive rights and only such conversion or
exchange rights as the Board of Directors may grant in its
discretion.  When issued for payment as described in the
Prospectus, the COMPANY's Shares will be fully paid and
non-assessable.  In the event of a liquidation or dissolution of
the COMPANY or an individual FUND, shareholders of a FUND are
entitled to receive the assets available for distribution
belonging to the particular FUND, and a proportionate
distribution, based upon the relative asset values of the
respective FUNDS, of any general assets of the COMPANY not
belonging to any particular FUND which are available for
distribution.

	Shareholders are entitled to one vote for each full Share held,
and fractional votes for fractional Shares held, and will vote
in the aggregate and not by class except as otherwise required
by the 1940 Act or other applicable law or when the matter to be
voted upon affects only the interest of the shareholders of a
particular class.  Voting rights are not cumulative and,
accordingly, the holders of more than 50% of the aggregate of
the COMPANY's Shares may elect all of the directors,
irrespective of the votes of other shareholders.

	Rule 18f-2 under the 1940 Act provides that any matter required
to be submitted to the holders of the outstanding voting
securities of an investment company such as the COMPANY shall
not be deemed to have been effectively acted upon unless
approved by the holders of a majority of the outstanding Shares
of each FUND affected by the matter.  A FUND is affected by a
matter unless it is clear that the interests of each FUND in the
matter are substantially identical or that the matter does not
effect any interest of the FUND.  Under the Rule, the approval
of an investment advisory agreement or any change in a
fundamental investment policy would be effectively acted upon
with respect to a FUND only if approved by a majority of the
outstanding Shares of such FUND.  However, the Rule also
provides that the ratification of the appointment of independent
public accountants, the approval of principal underwriting
contracts, and the election of directors may be effectively
acted upon by shareholders of the COMPANY voting without regard
to class.

	The COMPANY's Articles of Incorporation authorize the Board of
Directors, with shareholder approval, to (a) sell and convey the
assets of a FUND to another management investment company for
consideration which may include securities issued by the
purchaser and, in connection therewith, to cause all outstanding
Shares of the FUND involved to be redeemed at a price which is
                                  5
<PAGE>
equal to their net asset value and which may be paid in cash or
by distribution of the securities or other consideration
received from the sale and conveyance; (b) sell and convert a
FUND's assets into money and, in connection therewith, to cause
all outstanding Shares of the FUND involved to be redeemed at
their net asset value; or (c) combine the assets belonging to a
FUND with the assets belonging to another FUND, if the Board of
Directors reasonably determines that such combination will not
have material adverse effect on shareholders of any FUND
participating in such combination, and, in connection therewith,
to cause all outstanding Shares of any FUND to be redeemed at
their net asset value or converted Shares of another class of
capital stock at net asset value.  In the event that Shares are
redeemed in cash at their net asset value, a shareholder may
receive in payment for such shares an amount that is more or
less than his original investment due to changes in the market
price of the FUND's portfolio securities.  The exercise of such
authority by the Board of Directors will be subject to the
provisions of the 1940 Act, and the Board of Directors will not
take any action described in this paragraph unless the proposed
action has been disclosed in writing to the FUND's shareholders
at least 30 days prior thereto.

	Notwithstanding any provision of Maryland law requiring a
greater vote of the COMPANY's common stock (or of the Shares of
a FUND voting separately as a class) in connection with any
corporate action, unless otherwise provided by law (for example,
by Rule 18f-2 discussed above) or by the COMPANY's Articles of
Incorporation, the COMPANY may take or authorize such action
upon the favorable vote of the holders of more than 50% of the
outstanding common stock of the COMPANY voting without regard to
class.

OFFICERS AND DIRECTORS:

	Officers and Directors of the COMPANY, their addresses,
principal occupations during the last five years, and other
affiliations are as follows:

                      Positions       Principal Occupations
Name and Address      & Offices       During Past 5 Years
- - ------------------------------------------------------------------
*John C. Shoemaker    Director and    President & Director, Advance
One Towne Square      President       Capital I, Inc.; President,
Suite 444                             Advance Capital Management, Inc.
Southfield, MI 48076
- - -------------------------------------------------------------------
Raymond A. Rathka     Vice-           President, Advance Capital
One Towne Square      President       Group, Inc.; Vice-President,
Suite 444                             Advance Capital I, Inc.
Southfield, MI 48076
- - -------------------------------------------------------------------
Robert J. Cappelli   Secretary and    President, Advance Capital
One Towne Square     Treasurer        Services, Inc.; Secretary &
Suite 444                             Treasurer, Advance Capital I, Inc.
Southfield, MI 48076
- - --------------------------------------------------------------------
                                  6
<PAGE>
                      Positions       Principal Occupations
Name and Address      & Offices       During Past 5 Years
- - ---------------------------------------------------------------------
   
Joseph A. Ahern       Director        Attorney and Partner, Stark, Reagan &
3208 E. Breckenridge                  Finnerty, P.C.
Bloomfield Hills, MI 48301
- - ----------------------------------------------------------------------
Richard W. Holtcamp   Director        General Manager - Marketing, Michigan
27 Oyster Rake Lane                   Bell Telephone; Director of Marketing
Hilton Head Is., SC  29926            and Consultant, Fishburne & Co, Inc.
- - ------------------------------------------------------------------------
Frank R. Zimmerman    Director        Retired President, Illinois Bell
175 N. Harbor Drive                   Telephone Company; Director, Executive
Apt. 2506                             Service Corp of Chicago; Director,
Chicago, IL  60601                    First Methodist Episcopal Aid Society
- - ---------------------------------------------------------------------------
    
	*"Interested person" of the COMPANY as defined in the
Investment Company Act of 1940.
   
	Advance Capital Management, Inc., Investment Adviser, and
Advance Capital Services, Inc., Distributor, are wholly owned
subsidiaries of Advance Capital Group, Inc., Administrator and
Transfer Agent.  Directors who are not affiliated with any of
the Advance Capital companies are paid an annual fee of $1,000
plus  $100.00 for each meeting attended plus reimbursement of
expenses incurred in attending such meetings.  No officer or
director received any other compensation directly from the
COMPANY.  Messrs. Shoemaker, Rathka and Cappelli, who are
shareholders of Advance Capital Group, Inc., may be deemed to
receive indirect remuneration by virtue of their participation,
if any, in the fees paid to its subsidiaries.  The Company was
charged investment management fees totaling $1,124,605 for 1995.
For the same period all administrative fees were waived.
    

INVESTMENT ADVISORY AND ADMINISTRATION AND TRANSFER AGENT
AGREEMENTS:

	Advance Capital Management, Inc. serves as Investment Adviser
to the FUNDS.  Under Asset Manager's Agreements, signed December
21, 1993 and December 17, 1993, T. Rowe Price Associates, Inc.,
has been hired as a Sub-Adviser to the Equity Growth and
Balanced Funds.  These agreements were approved at a Special
Meeting of Shareholders on October 28, 1993.  The Investment
Adviser and Sub-Adviser have agreed to provide to the COMPANY
the advisory services described in the Prospectus and in the
Investment Advisory Agreement.  The Investment Adviser has also
agreed to pay certain expenses, including the fees associated
with hiring of a Sub-Adviser, incurred in connection with its
activities under the Investment Advisory Agreement other than
the cost of securities, including brokerage commissions,
purchased for the COMPANY.
                                  7
<PAGE>
     Specifically, the Investment Adviser will pay in full for (a)
the salaries and employment benefits of all of its employees who
are engaged in providing these services, (b) adequate office
space and suitable office equipment for such employees, (c) all
telephone and postage costs relating to such functions.

     The Investment Advisory Agreement provides that the  Investment
Adviser shall not be held liable for any error of judgment or
mistake of law or for any loss suffered by the COMPANY in
connection with the performance of the Investment Advisory
Agreement, except a loss resulting from a breach of fiduciary
duty with respect to the receipt of compensation for services or
a loss resulting from willful misfeasance, bad-faith, or gross
negligence on the part of the Investment Adviser in the
performance of their duties or from reckless disregard by them
of their duties and obligations thereunder.

	Advance Capital Group, Inc. serves as the COMPANY's
Administrator and Transfer Agent.  Under the Administration and
Transfer Agent Agreement, Advance Capital Group, Inc. as
Administrator agrees to maintain office facilities for the
COMPANY, furnish the COMPANY with statistical and research data,
clerical, accounting, and bookkeeping services, and certain
other services required by the COMPANY, and to compute the net
asset value, net income and realized capital gains or losses, if
any, of the respective FUNDS.  The Administrator prepares
semi-annual reports to the Securities and Exchange Commission,
prepares Federal and state tax returns, prepares filings with
the state commissions, maintains financial accounts and records
and generally assists in all aspects of the COMPANY's
operations.  Advance Capital Group, Inc., acting in its capacity
as Transfer Agent, arranges for and bears the cost of processing
share purchase and redemption orders, maintains shareholder
record accounts and serves as dividend disbursing agent, with
duties involving calculation of dividends and capital gains
distributions, issuing dividend and capital gains checks,
authorizing payment by the Custodian, and maintaining dividend
and capital gains payment records.  The Transfer Agent is also
responsible for preparing and mailing to shareholders periodic
account statements, federal tax information, daily confirmations
of transactions in FUND Shares and issuing Share certificates
upon request by shareholders.  In addition, the Transfer Agent
will respond to telephone and mail inquiries concerning the
status of shareholder accounts.

	If the expenses borne by any FUND in any fiscal year exceed
expense limitations imposed by applicable state regulations,
Advance Capital Management, Inc. will reimburse the COMPANY for
a portion of any such excess to the extent required by such
regulations up to the amount of fees payable to it or it may
effect such reimbursement regardless of the fees payable to it.
Such amount, if any, will be estimated, reconciled and paid on a
monthly basis.

PORTFOLIO TRANSACTIONS:

	Subject to the general control of the COMPANY's Board of
Directors, the Investment Adviser and Sub-Adviser, are
responsible for, make decisions with respect to, and place
orders for all purchases and sales of portfolio securities.
                                  8
<PAGE>
	Although the FUNDS do not intend to invest for the purpose of
seeking short-term profits, securities in the portfolios will be
sold whenever the Investment Advisor believes it is appropriate
to do so in light of the respective FUND's investment
objectives, without regard to the length of time a particular
security may have been held.  Portfolio turnover may vary from
year to year as well as within a particular year, and may also
be affected by cash requirements for redemptions of Shares and
by regulatory provisions which enable the COMPANY to receive
certain favorable tax treatment.  Although it is not possible to
predict the annual portfolio turnover rates, it is not expected
to exceed 125% for the Equity Growth Fund, the Retirement Income
Fund and the equity portion of the Balanced Fund and not
expected to exceed 75% for the Bond Fund, the Long Term Income
Fund and the bond portion of the Balanced Fund when measured
over any extended number of years.  Portfolio turnover will not
be a limiting factor in making portfolio decisions.

	Transactions on U.S. stock exchanges involve the payment of
negotiated brokerage commissions.  On exchanges on which
commissions are negotiated, the cost of transactions may vary
among different brokers.

	Transactions in the over-the-counter market are generally
principal transactions with dealers and the costs of such
transactions involve dealer spreads rather than brokerage
commissions.  With respect to over-the-counter transactions, the
COMPANY, where possible, will deal directly with the dealers who
make a market in the securities involved except in those
circumstances where better prices and execution are available
elsewhere.

	The Investment Advisory Agreement between the COMPANY and the
Investment Adviser and the Asset Manager's Agreement between the
Investment Adviser and the Sub-Adviser, both provide that, in
executing portfolio transactions and selecting brokers or
dealers, the Investment Adviser and Sub-Adviser will seek to
obtain the best net price and the most favorable execution.  The
Investment Adviser and Sub-Adviser shall consider factors deemed
relevant, including the breadth of the market in the security,
the price of the security, the financial condition and execution
capability of the broker or dealer, and the reasonableness of
the commission, if any, for the specific transaction and on a
continuing basis.  In addition, the Investment Advisory
Agreement authorizes the Investment Adviser, to the extent
permitted by law and subject to the review of the COMPANY's
Board of Directors from time to time with respect to the extent
and continuation of this policy, to cause any of the FUNDS to
pay a broker-dealer which furnishes brokerage and research
services a higher commission than that which might be charged by
another broker-dealer for effecting the same transaction,
provided that the Investment Adviser determines in good faith
that such commission is reasonable in relation to the value of
the brokerage and research services provided by such
broker-dealer, viewed in terms of either that particular
transaction or the overall responsibilities of the Investment
Adviser to the accounts as to which it exercises investment
direction.  Such brokerage and research services might consist
of reports and statistics on specific companies or industries,
general summaries of groups of stocks and their comparative
earnings, yields or broad overviews of the stock market and the
economy.
                                  9
<PAGE>
	Supplementary research information so received is in addition
to and not in lieu of services required to be performed by the
Investment Adviser or Sub-Adviser and does not reduce the
investment advisory fee payable to the Investment Adviser by the
COMPANY.  Such information may be useful to the Investment
Adviser or Sub-Adviser in servicing both the COMPANY and other
clients, and, conversely, supplemental information obtained by
the placement of business of other clients may be useful to the
Investment Adviser or Sub-Adviser in carrying out its
obligations to the COMPANY.

	The COMPANY has authorized the Investment Adviser to place
brokerage orders with some brokers who distribute the COMPANY's
Shares.  The Investment Adviser will do so only when it
reasonably believes that the commissions and the transaction
quality are comparable to that available from other qualified
brokers.

	Portfolio securities will not be purchased from or sold to the
Investment Adviser, the Sub-Adviser, the Distributor or any
affiliated person of any of them (as such term is defined in the
1940 Act) acting as principal, except to the extent permitted by
the Securities and Exchange Commission.

CUSTODIAN:

	Huntington Banks of Michigan is "Custodian" of the Company's
assets.  Under the custodian agreement, Custodian has agreed to
(i) maintain separate accounts in the name of the Company; (ii)
make receipts and disbursements of money on behalf of the
Company; (iii) collect and receive all income and other payments
and distributions on account of the Company's portfolio
securities; (iv) respond to correspondence from securities
brokers and other relating to its duties; (v) maintain certain
financial accounts and records; (vi) make periodic reports to
the Company's Board of Directors concerning the Company's
operations.  Under the custodian agreement, Custodian is
entitled to monthly fees for furnishing custodial services and
is entitled to reimbursement for its out of pocket expenses in
connection with the above services.
   
INDEPENDENT ACCOUNTANTS:

	Price Waterhouse LLP, with offices at 100 East Wisconsin
Avenue, Suite 1500, Milwaukee, Wisconsin 53202 serve as
independent accountants for the COMPANY.  The financial
statements of the COMPANY included in the Prospectus and the
Statement of Additional Information, respectively, have been
audited by Price Waterhouse LLP for the period included in their
report thereon.
    
COUNSEL:

	Berry, Moorman, King & Hudson, 600 Woodbridge Place, Detroit,
Michigan 48226, are counsel to the COMPANY and will pass upon
the legality of the Shares offered in the Prospectus.
                                  10
<PAGE>
PERFORMANCE INFORMATION:

	From time to time, each FUND may state its total return in
advertisements and other types of literature.  Any statements of
total return performance data will be accompanied by information
on the Fund's average annual compounded rate of return over the
most recent 1 year period or life of the FUND.

	Each FUND's average annual compounded rate of return is based
on a hypothetical $1,000 investment that includes capital
appreciation and depreciation during the stated periods.  The
following formula will be used for the actual computations:

                             n
                       P(1+T) = ERV

Where:	 P  = 	a hypothetical initial purchase order of $1,000
from which the maximum sales load ( 0 ) is deducted

T  =	average annual total return
n  = 	number of years
ERV=	redeemable value of the hypothetical $1,000 purchase at
       the end of the period 

	Aggregate total return is calculated in a similar manner,
except that the results are not annualized. 

	The performance for each of the FUNDS, as shown below, is the
average annual return for the FUNDS for the periods listed;
Security prices fluctuate during the period covered and the past
results should not be considered as representative of future
performance.
   
<TABLE>
<CAPTION>
                        Average Annual Return
                        ---------------------
       	                Past 1   Past 5   Past 10
                        Year     Years    Years
                        -----    ------   ------
<S>                     <C>      <C>       <C>
Equity Growth *         38.00%    N/A      N/A
Bond                    20.15%    9.33%    N/A
Balanced **             31.53%   10.37%    N/A
Long Term Income        25.57%    N/A      N/A
Retirement Income       22.96%    N/A      N/A
</TABLE>
    
*	Effective December 29, 1993, the investment objectives of the
Equity Growth Fund were changed by shareholder vote and T. Rowe
Price Associates, Inc. became the sub-investment adviser with
the primary responsibility for the daily security investment
decisions.

**	Effective December 29, 1993, T. Rowe Price Associates, Inc.
became the sub-investment adviser with the primary
responsibility for the daily equity security investment
decisions for the Balanced Fund.
                                  11
<PAGE>
SECURITY VALUATION:

	The FUNDS' assets are valued as follows:  (a) stocks which are
traded on the New York Stock Exchange are valued at the last
sale price on that Exchange on the valuation day or, if no sale
occurs, at the mean between the closing bid and asked price; (b)
other stocks are valued in the manner described in (a) if traded
on any other exchange or on the National Association of
Securities Dealers NASDAQ; (c) over-the-counter stocks quoted on
the National Association of Securities Dealers NASDAQ system are
valued at the bid price supplied through such system; (d)
over-the-counter common and preferred stocks not quoted on the
NASDAQ system are valued at the mean between the last bid and
asked price, and (e) all other securities are valued at fair
value as determined in good faith by the Board of Directors,
although the actual calculation may be done by others.  Money
market instruments held by the FUNDS with a remaining maturity
of sixty days or less will be valued at amortized cost.

ADDITIONAL TAX INFORMATION:

     The Internal Revenue Code of 1986 treats each FUND in a series
mutual fund as a separate corporation.  As such, each FUND
intends to qualify each year as a "regulated investment company"
under Subchapter M of the Internal Revenue Code of 1954.  The
COMPANY intends to distribute to shareholders of each FUND all
capital gains and income earned.

	Unless otherwise exempt, shareholders are required to pay
Federal income tax on any dividends and other distributions
received.  This applies whether dividends are received in cash
or as additional shares.  Information on the tax status of
dividends is provided annually.

	At the time of your purchase, The FUND's net asset value may
reflect undistributed income or capital gains or net unrealized
appreciation of securities held by the FUND.  A subsequent
distribution to you of such amounts, although constituting a
return of your investment, would be taxable as described above.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES:

Controlling Persons
   
	As of April 19, 1996, no individual owned of record or
beneficially 25% or more of any Class of stock or, in any other
manner, represents a controlling interest in the COMPANY.
    
                                  12
<PAGE>
Principal Holders of Securities
   
	As of April 19, 1996 the following individuals were known to
own of record or beneficially 5% or more of the outstanding
shares of a particular class of Shares of the COMPANY:

CLASSES A,C, and E

	NOTHING TO REPORT
<TABLE>
<CAPTION>
                                                          PERCENT
        NAME AND ADDRESS                        SHARES    OF CLASS
        ----------------                        ------    --------
        <S>                                     <C>       <C>
CLASS B
        Dezena Mary Houghton                    22,655    5.47%
	13558 Ward Street
	Southgate, MI 48195

CLASS D
        Russell A. Bobcean                      8,823     6.70%
	Donna Marie Bobcean
	7071 Reams Road
	Alanson, MI 49706

	Cecile E. Carter                               7,508     5.70%
	365 Sand Point
	Mead, OK  73449

	Albert A. Less, Jr.                            9,849     7.48%
	2324 Grove Park
	Fenton, MI  48430

	Ann F. Mienaltowski                            8,416     6.39%
	13573 Kingsville
	Sterling Heights, MI  48312

	John P. Nagro                                  6,917     5.25%
	816 Spooner Court
	DePere, WI  54115

	Gerald R. Rice                                 8,136     6.18%
	1912 Norwood Drive
	Midland, MI  48640
</TABLE>
    
                                  13
<PAGE>
Principal Holders of Securities (Directors and Officers)
   
	As of April 19, 1996, all directors and officers as a group (6
persons) owned 49,969 Class A shares (2.2%), 7,388 Class B
shares (1.8%), 15,676 Class C shares (.3%), 0 Class D shares,
and 671 Class E shares (.0%).
    
MISCELLANEOUS:

	As used in the Prospectus, "assets belonging to a FUND" means
the consideration received by the COMPANY upon the issuance of
Shares in that particular FUND, together with all income,
earnings, profits, and proceeds derived from the investment
thereof, including any proceeds from the sale of such
investments, any funds or payments derived from any reinvestment
of such proceeds, and a portion of any general assets of the
COMPANY not belonging to a particular FUND.  In determining a
FUND's net asset value, assets and liabilities of the COMPANY
are normally allocated in proportion to the relative asset
values of the respective FUNDS.  Subject to the provisions of
the COMPANY's Articles of Incorporation, determinations by the
Board of Directors as to the direct and allocable liabilities,
and the allocable portion of any general assets with respect to
a particular FUND, are conclusive.

DESCRIPTION OF BOND RATINGS:

	Excerpts from Moody's Investors Service, Inc. ("Moody's")
description of its bond ratings:  AAA - judged to be the best
quality.  They carry the smallest degree of investment risk; AA
- - - judged to be of high quality by all standards.  Together with
the Aaa group they comprise what are generally known as high
grade bonds; A - possess many favorable investment attributes
and are to be considered as "upper medium grade obligations";
BAA - considered as medium grade obligations, i.e., they are
neither highly protected nor poorly secured.  Interest payments
and principal security appear adequate for the present but
certain protective elements may be lacking or may be
characteristically unreliable over any great length of time.  BA
- - - judged to have speculative elements; their future cannot be
considered as well assured; B - generally lack characteristics
of the desirable investment; CAA - are of poor standing.  Such
issues may be in default or there may be present elements of
danger with respect to principal or interest; CA - speculative
in a high degree; often in default; C - lowest rated class of
bonds; regarded as having extremely poor prospects.

     Moody's also supplies numerical indicators 1, 2 and 3 to rating
categories.  The modifier 1 indicates that the security is in
the higher end of its rating category; the modifier 2 indicates
a mid-range ranking; and 3 indicates a ranking toward the lower
end of the category.

     Excerpts from Standard & Poors Corporation ("S&P") description
of its bond ratings:  AAA - highest grade obligations.  Capacity
to pay interest and repay principal is extremely strong; AA -
also qualify as high grade obligation.  A very strong capacity
to pay interest and repay principal and differs from AAA issues
only in small degree; A - regarded as upper medium grade.  They
have a strong capacity to pay interest and repay principal
although it is somewhat susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in
higher rated categories; BBB - regarded as having an adequate
capacity to pay interest and repay principal.  Whereas it 
                                  14
<PAGE>
normally exhibits adequate protection parameters, adverse
economic conditions or changing circumstances are more likely to
lead to a weakened capacity to pay interest and repay principal
for debt in this category than in higher rated categories.  This
group is the lowest which qualifies for commercial bank
investment.  BB, B, CCC and CC are predominately speculative
with respect to capacity to pay interest and repay principal in
accordance with terms of the obligation; BB indicates the lowest
degree of speculation and CC the highest.

	S&P applies indicators "+", no character, and "-" to its rating
categories.  The indicators show relative standing within the
major rating categories.

FINANCIAL STATEMENTS:

The following is attached:
   
     (1) Annual Report for year ended December 31, 1995.  The Annual
Report includes;  Investment Performance, Financial Highlights,
Portfolio of Investments, Statement of Assets and Liabilities,
Statement of Operations, Statement of Changes in Net Assets,
Notes to Financial Statements, the Independent Accountants'
Report, and Additional Information.
    
<PAGE>
ANNUAL REPORT

December 31, 1995

ADVANCE Capital I Inc.
An investment company with five funds

<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
- - -----------------------------------------
<S>                                  <C>   
                                     Page
A Letter to Our Shareholders..........2
Investment Performance................4
Financial Highlights.................11

PORTFOLIO OF INVESTMENTS

     Equity Growth Fund..............16
     Bond Fund.......................21
     Balanced Fund...................24
     Long Term Income Fund...........34
     Retirement Income Fund..........37

Statement of Assets and Liabilities..44
Statement of Operations..............45
Statement of Changes in Net Assets...46
Notes to Financial Statements........49
Independent Accountants' Report......52
Additional Information...............53
</TABLE>

<PAGE>
Dear Shareholders,

     The performance of both the stock and bond markets in 1995
will probably be remembered as one of the great investment
"comebacks" this century.  One year ago we reported that
inflation was low, corporate earnings were strong and
international relations were improving.  In spite of this, the
stock market had been lackluster at best and the bond market had
just returned one of its worst years.  This year, the investment
community finally awakened to the fact that this economic
scenario is nearly perfect.  In herd-like fashion, they
stampeded to produce both stock and bond returns that set
records on the plus side.

     The year 1995 reflects the start of a slightly new world
for investors.  In February of 1995 the Federal Reserve ended
its rate-lifting efforts, started in February 1994 to head off
typical excesses of historical economic expansions.  Their
reasoning was textbook.  Typically, as an economic expansion
enters its later years, unemployment remains low, corporate
earnings are strong and manufacturing output is high.  This
leads to increased wage and commodity price pressures and,
ultimately, rising inflation.  Perhaps as a result of the Fed's
preemptory moves, pricing pressures so typical of subsequent
expansions have not materialized.  Labor costs remain low,
particularly when viewed in the light of the productivity gains
realized over the past several years, and commodity prices have
been stable.  There are signs of a transformation occurring
throughout the economy as corporations  produce more with fewer
resources and the government is discussing, and may be on the
verge of signing, an historic budget agreement.  International
conglomerates are being formed in efforts to further efficiency
in a highly computerized, increasingly global economy.  As this
phenomenon spreads, the typical or traditional economic signals
of  inflation, recession and recovery will be blurred.  This
changing world picture sets the stage for 1996 and, more
importantly, the next century.

     For the year 1995 the Advance Capital I Funds produced
outstanding results.  The Balanced Fund, the Long Term Income
Fund and the Retirement Income Fund each produced results in the
top five percent of their respective fund categories as reported
by Lipper Analytical Services, Inc.  The Equity Growth Fund, in
its second year as a small to mid-size growth stock fund,
increased 38.0 percent in value.  The Balanced Fund with its
approximate 60-40 stock-bond mix increased 31.5 percent.  The
three income funds, Bond, Long Term Income and Retirement
Income, increased 20.2 percent, 25.6 percent and 23.0 percent,
respectively.  According to Lipper Analytical Services, the
average of almost 2,000 general equity funds increased 31.1
percent and the average of more than 1,500 fixed income funds
increased 15.2 percent for the year.  The Standard & Poor's 500
Common Stock Index returned 37.6 percent (with dividends
reinvested) in 1995.
                                  2

<PAGE>
     Looking to 1996, there are clear signs that the pace of
economic expansion is slowing but remains bright and
encouraging.  This will be the year that tests the Fed's
two-year attempts at engineering a "soft landing" for this
latest economic cycle.  If successful, the economy will grow at
the same "real" 2.5 percent pace of 1995.  Continued corporate
cost control and productivity gains will support earnings and
low unemployment will keep consumer demand strong.  Interest
rates will remain low and stable, reflecting underlying
inflation at about the same 3 percent level as 1995.  Beneath
this scenario is the assumption that the Federal Reserve Board
will reduce short term interest rates to keep economic activity
growing.  The Fed clearly telegraphed an end to its restrictive
bias when it lowered the Fed Funds rate by 0.25 percent last
July, the first decrease since 1992.  A continued restrictive
policy by the Fed now would risk an economic "landing" much
harder than anyone desires. The accompanying reduction in
economic activity, employment and corporate profits would weigh
heavily on stock performance for the year.  Bonds, typically,
perform better during a slowing in economic activity because low
activity usually means low pressure to increase prices.  We
think that a "hard landing" will be avoided.  Our view of 1996
is a return to "normal."  Stock returns will be more like 10 to
15 percent, rather than the 25 to 40 percent plus rate of 1995. 
Bonds will be stable, producing annual results in the six to
eight percent range, depending on the aggressiveness of the
particular bond or fund in question.

     At December 31, 1995, the five Advance Capital I, Inc.
Funds held more than $230 million in total assets, a 57 percent
increase from the prior year.  The performance of the funds
suggests that our security selections are on target with their
objectives.  Our focus remains on the long term for each of the
funds.  As we make investment decisions, we will add to existing
positions and extend diversification to new holdings to maintain
broadly diversified portfolios in each of the five funds.  We
fully expect this approach, coupled with careful attention to
costs will continue to serve each of our investors well, over
time.  We thank you for your continued confidence and look
forward to providing you and others with service and results
designed to meet or exceed your long term investment objectives.
 If you have questions or if we may be of service, please call
us.  We appreciate the opportunity to answer your questions or
to discuss financial or investment matters that may be of
interest to you.  Our toll-free number is (800) 345-4783.

                        Sincerely,

/s/ Robert J. Cappelli                 /s/ John C. Shoemaker
Robert J. Cappelli                     John C. Shoemaker

February 8, 1996 			
                                  3

<PAGE>
INVESTMENT PERFORMANCE

     Advance Capital I Inc. is an open-end, diversified 
management  investment company offering investment opportunities
in five mutual  fund portfolios.

     The accompanying comments are intended to help investors
evaluate the dynamics of mutual fund performance.  The charts
and tables that follow show the average annual return of each
Fund as well as selected measures of general stock and bond
market returns.  The Consumer Price Index (CPI) is also shown to
illustrate the impact inflation has on investment returns.

     Figures for the life of the Bond and Balanced Funds begin
August 31, 1987, a few days after the funds started.  The Long
Term Income Fund and Retirement Income Fund figures begin
January 1, 1993, the start date for those funds.  The historic
figures for the Equity Growth Fund begin January 1, 1994, a few
days after the substantial change in the investment objectives
and the addition of a sub-investment advisor to the Fund. 

THE EQUITY GROWTH FUND IN 1995

     The Advance Capital I Equity Growth Fund seeks long - term
growth of capital by investing primarily in common stocks of
small, rapidly growing companies.

<TABLE>
<CAPTION>
        TOP FIVE INDUSTRIES
        <S>                   <C>
        Computer Software     10.1%
        Computer Peripherals   6.3%
        Financial Services     5.7%
        Retail Store           5.4%
        Medical Services       4.8%
</TABLE>  

     This year marked the second full year under the new
investment objectives of the Fund and the sub-investment advisor
relationship with T. Rowe Price & Associates.  For 1995, the
Equity Growth Fund returned 38.0 percent, while the NASDAQ
Composite Index returned 39.9 percent and the S&P 500 Index
(with dividends reinvested) returned 37.6 percent.  The graph on
page 5 shows the cumulative performance of the Equity Growth
Fund, the S&P 500 Index, the NASDAQ Composite Index and the
Consumer Price Index (CPI) since the beginning of 1994.

     The inflationary fears that fueled a decline in stocks in
1994, were replaced with a more "rational" view of expected
inflation in 1995.  The year began with the Federal Reserve
raising interest rates in February, the last in a series that
began in 1994.   These policy actions by the Fed began to slow
the growth in manufacturing output, consumer spending and
employment.  As growth slowed and inflation fears subsided, the
Federal Reserve cut interest rates in July and again in
December.  Since small emerging companies rely on capital for
growth, falling interest rates
                                  4

<PAGE>
reduce the cost of financing and increased investor expectations
of growth in these companies.  Combined with solid corporate
earnings, investors aggressively bid up the prices on all stocks,
in particular small and mid-cap growth stocks. The Equity Growth
Fund returned almost 10 percent in the first quarter and over 19
percent by mid-year.  The technology industry was the outstanding
performer for the year as corporations, individuals and institutions
continued to buy computers and related software in further attempts
to increase efficiency and competitiveness in a globalized, highly
computerized environment.          

     Today, the Equity Growth Fund remains well diversified with
holdings in more than 261 companies and 59 industries.  As the
economy continues to slow, smaller companies may begin to
experience earning pressures, but a well-diversified portfolio
is intended to ease the individual company effect on total
return.  Unlike the outstanding year just finished, the year
ahead appears poised to produce more "normal" returns of around
10 to 15 percent for small to mid-sized company funds.  This
view is based on a moderately growing economy, low inflation,
high employment and the always "wild card" of an election year.

THE EQUITY GROWTH FUND

[EDGAR REFERENCE - S & P 500, NASDAQ, EQUITY GROWTH AND CPI
INDEX LINE CHART FOR 1993-1995]

<TABLE>
<CAPTION>
Average Annual Returns for Periods Ended December 31, 1995
                                 Past 1       Past 5      Life of 
                                 Year         Years       Fund
                                 ------       ------      ------
<S>                              <C>          <C>         <C>
Equity Growth Fund               38.00%       N/A         15.10%
NASDAQ Composite Index           39.92%       N/A         16.33%
S&P 500 Index                    37.55%       N/A         18.00%
Consumer Price Index (CPI)        2.52%       N/A          2.58%		
</TABLE>
     Past performance should not be used to attempt to predict
future performance.
                                  5

<PAGE>
THE BOND FUND IN 1995

     The Advance Capital I Bond Fund seeks to provide investors
with stable income from high quality investment grade bonds and
U.S. government bonds.     

<TABLE>
<CAPTION>
        AS OF 12/31/95
        <S>               <C> 
        Average Maturity       8 Years
        Average Quality             A+
        Average Duration     5.8 Years
        Size              $4.5 Million
</TABLE>

     The Bond Fund returned 20.2 percent for 1995.  This return
represents 6.8 percent income distributed to shareholders and a
13.4 percent increase in share price.  The performance was above
the 15.2 percent return of the average performance of 1,520
fixed income funds reported by Lipper Analytical Services, but
below the 29.9 percent return of the Lehman Brothers Government
- - - Corporate Bond Index.  The accompanying graph shows the
cumulative performance of the Bond Fund, the Balanced Fund, the
Lehman Brothers Government - Corporate Bond Index, the Consumer
Price Index and the S&P 500 Index (with dividends reinvested).

     The investment environment of this past year was favorable
for practically all fixed income securities.  The rapid decline
of interest rates and lower "perceived" inflation throughout
1995, can be attributed to slower economic growth and an
aggressive monetary policy by the Federal Reserve Board.  In
1994, fixed income securities performed poorly due to
expectations of higher inflation and an economy that seemed on
the verge of growing "out of control".  In 1995, the inflation
mis-perceptions began to dissipate as consumer spending slowed,
business productivity increased and consumer confidence
declined.  By year end, pessimism had been replaced with
optimism and sound judgment about the long term outlook for
inflation.

     At the end of 1995, the average maturity of the Bond Fund
was about 8 years, a slight decrease from the prior year, but in
middle of its target range of  5 to 10 years.  The reduction in
average maturity resulted more from the passage of time rather
than a strategic decision to change.  The declining interest
rate environment of 1995, and the addition of new bonds with
maturities slightly longer than average, stabilized duration at
about 5.8 years.  Duration  measures the sensitivity of a bond
portfolio to changes in interest rates and is an active part of
portfolio management.

     Today, the economy is growing at a sustainable level,
inflation remains in-check and the federal deficit appears
headed for control.  If Washington can agree on true fiscal
reform and the economy continues to grow at a manageable level,
the long term outlook for interest rates is bright.  The Bond
Fund's average maturity and high quality is structured well for
this continued-success view of the economy in 1996.
                                  6

<PAGE>
THE BALANCED FUND IN 1995    

     The Advance Capital I Balanced Fund seeks to provide
capital appreciation, current income and preservation of capital
by investing in a diversified portfolio of common stocks and
bonds.

<TABLE>
<CAPTION>
        AS OF 12/31/95
        <S>             <C>
        Bonds                   36%
        Small Stocks            21%
        Large Stocks            43%
        Size            $59 Million
</TABLE>

     The Balanced Fund increased 31.5 percent in 1995.  In
comparison the Lehman Brothers Government - Corporate Bond Index
increased 29.9 percent and the S&P 500 Index (with dividends
reinvested) increased 37.6 percent.  The accompanying graph
illustrates the cumulative performance of the Balanced Fund, the
Bond Fund, the Lehman Brothers Government - Corporate Bond
Index, the S&P 500 Index (with dividends reinvested) and the
Consumer Price Index (CPI) since August 1987, the Fund's
inception.  The Fund averages approximately 60 percent stocks
and 40 percent bonds.  The stocks are comprised of both
small-to-midsized company growth stocks as well as large-company
value stocks.  The bonds consist of investment grade quality
issues and United States Treasury bonds and/or notes.

     As outlined in the discussion about the Bond Fund, the
inflation mis-perceptions of the prior year were replaced with
sound judgment on inflation and growth in the economy this year.
As interest rates declined, the purchasing power and value of
existing bonds increased.  The bonds in the Balanced Fund
produced double digit returns for the year.  Though somewhat
longer in maturity and slightly lower in average quality, the
Balanced Fund bond portfolio is similar to the Bond Fund
portfolio.  

     The stocks in the Balanced Fund consist of approximately 67
percent large-company stocks and 33 percent small-to-midsized
company growth stocks.  Since the end of 1993, T. Rowe Price &
Associates has been responsible for the day-to-day investment
decisions of the stocks in the Fund.  Throughout 1995, both
large and small company stocks performed well as a result of an
overall increase in corporate earnings and a bullish sentiment
on inflation.  As a result of the rapid increase in stock prices
early in the year, the stock allocation of the Fund had risen to
almost 70 percent of the total.  This stock allocation was
reduced toward the 60 percent target in two moves, one in March
and one in May of 1995.

     Today, stocks represent approximately 65 percent of the
Fund and bonds about 35 percent.  The Fund is well diversified
with 398 stocks and 54 bond holdings.  Our view is for continued
moderate economic growth, solid corporate earnings and low
inflation.  In this environment, the bonds in the Balanced Fund
should return 6 to 7 percent and the stocks, 10 to 15 percent.
                                  7

<PAGE>
[EDGAR REFERENCE - S & P 500, LBGC, BOND, BALANCED AND CPI INDEX
LINE CHART FOR 1987-1995]

<TABLE>
<CAPTION>
Average Annual Returns for Periods Ended December 31, 1995

                                 Past 1       Past 5      Life of 
                                 Year         Years       Fund
                                 ------       ------      ------
<S>                              <C>          <C>         <C>
Bond Fund                        20.15%        9.33%       8.89%
Balanced Fund                    31.53%       10.37%       8.06%
Lehman Brothers Government
  Corporate Bond Index (LBGC)    29.93%       10.86%      10.37%
S&P 500 Index                    37.55%       16.55%      11.56%
Consumer Price Index (CPI)        2.52%        2.79%       3.62%
</TABLE>

     Past performance should not be used to attempt to predict
future performance.

THE LONG TERM INCOME FUND IN 1995

     The Advance Capital I Long Term Income Fund seeks to
provide investors with current income by investing in investment
grade bonds with long maturities.

<TABLE>
<CAPTION>
        AS OF 12/31/95
        <S>               <C>
        Average Maturity      19 Years
        Average Quality              A
        Average Duration     9.3 Years
        Size              $1.5 Million
</TABLE>

     The Long Term Income Fund returned 25.6 percent for the
year.  This return reflects 6.9 percent from income distributed
to shareholders and an 18.7 percent increase in share price.  By
comparison the Lehman Brothers Government - Corporate Index
returned 29.9 percent for the year.  The accompanying graph
shows the cumulative return of the Long Term Income Fund, the
Retirement Income Fund, the Lehman Brothers Government -
Corporate Bond Index and the Consumer Price Index (CPI) since
January 1993.  
                                  8

<PAGE>
     The positive return for the Long Term Income Fund can be
attributed to its long average maturity objective.  In 1994,
investor fears of rising inflation and interest rates negatively
impacted bonds with long average maturities.  This year, as
economic activity "softened", the inflation expectations
declined and the value of bonds with long average maturities
began to rise. Throughout the year, the average maturity of the
Fund declined to about nineteen years and the average quality
remained an A.  The high average quality helped the return
relative to comparable securities of lesser quality as investors
bid up these issues in anticipation of slower economic growth.  

     Today, the bond market appears to be reacting to inflation
as if it is under control, the economy is stable and the
budgetary problems in Washington are on the road to progress. 
Considering this, the structure of the Long Term Income Fund is
well positioned for a more "normal" investment environment for
1996.              

THE RETIREMENT INCOME FUND IN 1995

     The Advance Capital I Retirement Income Fund seeks to
provide investors with current income by investing at least 65%
in investment grade corporate and U.S. Government bonds and as
much as 33% in lower-rated higher-yielding instruments.

<TABLE>
<CAPTION>
        AS OF 12/31/95
        <S>               <C>
        Average Maturity      17 Years
        Average Quality            BBB
        Average Duration     8.5 Years
        Size              $139 Million
</TABLE>

     The Retirement Income Fund returned 23.0 percent for the
year.  This return was comprised of 7.6 percent from income
distributed to shareholders and a 15.4 percent increase in share
price.  For the year, the Fund's performance was below the 29.9
percent increase reported by Lehman Brothers Government -
Corporate Bond Index.  The accompanying graph shows the
cumulative performance of the Retirement Income Fund, the Long
Term Income Fund, the Lehman Brothers Government - Corporate
Bond Index and the Consumer Price Index (CPI) since January
1993, the Fund's inception. 

     Throughout the year, the Retirement Income Fund held more
than 66 percent in investment grade bonds.  Generally, more than
30 percent of the Fund was invested in high yield or "junk"
bonds.  The investment grade portion of the Fund has an average
maturity of about 21 years.  In anticipation of falling interest
rates, a strategic decision was made to begin lengthening the
average maturity of this portion of the Fund, by adding longer
term bonds.  By the end of the 1995, the long term government
bond yield had fallen from a high of about 8 percent to around 6
percent.  A combination of the Federal Reserve's aggressive
stance on inflation, large productivity gains in the private
sector and an apparent realization in Washington that deficit
spending must be stopped, led to an outstanding year for longer
term investment grade quality bonds.
                                  9

<PAGE>
     The high yield or "junk" portion of the fund consists of
securities with lower credit ratings and higher risk than
investment grade bonds.  As interest rates declined throughout
1995, this portion of the fund also performed well.  In
anticipation of a "softening" economy and increased earnings
pressure on lower-rated companies, a strategic decision was made
to raise the average quality of the high yield portion of the
portfolio.  This action served the portfolio well as lower
quality high-yield bonds generally fared worse during 1995 than
did the higher quality portion of the same high-yield market. 
The principal focus, however, continues to be broad
diversification among industries, maturities and quality to
manage risk in this portfolio.

     Today, the Fund holds approximately 67 percent investment
grade bonds and 33 percent high yield bonds.  Strategically we
are continuing to favor higher quality "junk" bonds in
anticipation of increased pricing pressures on lower quality
issues.  Also, facing a very strong bond market, we have
maintained a higher than average cash balance and have slightly
shortened the average maturity of the Fund.

[EDGAR REFERENCE - LONG TERM, LBGC, RETIREMENT INCOME AND CPI
INDEX LINE CHART FOR 1992-1995]

<TABLE>
<CAPTION>
Average Annual Returns for Periods Ended December 31, 1995

                                 Past 1       Past 5      Life of 
                                 Year         Years       Fund
                                 ------       -----       ------
<S>                              <C>          <C>         <C>
Long Term Income fund            25.57%       N/A         10.33%
Retirement Income Fund           22.96%       N/A          9.87%
Lehman Brothers Government
  Corporate Bond Index (LBGC)    29.93%       N/A         10.27%
Consumer Price Index (CPI)        2.52%       N/A          2.63%
</TABLE>

     Past performance should not be used to attempt to predict
future performance.
                                  10

<PAGE>
                                            ADVANCE CAPITAL I, INC.
                                            FINANCIAL HIGHLIGHTS 
- - -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                 EQUITY GROWTH 
                                             -------------------------------------------------
                                                                 Years ended December 31
                                             -------------------------------------------------
                                               1995      1994      1993      1992     1991  
                                             --------- --------- --------- --------- ---------
<S>                                          <C>       <C>       <C>        <C>       <C>
SELECTED PER-SHARE DATA
  Net asset value, beginning of year. . . . .  $9.08     $9.46     $9.94     $9.83     $8.89
                                             --------- --------- --------- --------- ---------
Income from investment operations
  Net investment income (loss). . . . . . . .  (0.03)    (0.03)     0.12      0.10      0.14

  Net realized and unrealized gain (loss)
    on investments. . . . . . . . . . . . . .   3.48     (0.35)     0.07      0.11      1.78
                                             --------- --------- --------- --------- ---------
  Total from investment operations. . . . . .   3.45     (0.38)     0.19      0.21      1.92
                                             --------- --------- --------- --------- ---------
Less distributions
  Net investment income . . . . . . . . . . .   0.00      0.00     (0.12)    (0.10)    (0.14)

  Net realized gain on investment . . . . . .   0.00      0.00     (0.55)     0.00     (0.84)
                                             --------- --------- --------- --------- ---------
  Total distributions . . . . . . . . . . . .   0.00      0.00     (0.67)    (0.10)    (0.98)
                                             --------- --------- --------- --------- ---------
Net asset value, end of year. . . . . . . . . $12.53     $9.08     $9.46     $9.94     $9.83
                                             ========= ========= ========= ========= =========

TOTAL RETURN  . . . . . . . . . . . . . . . . 38.00%    -4.02%     2.13%     2.22%    20.94%


RATIOS AND SUPPLEMENTAL DATA
  Net assets, end of year (in thousands). . .$25,625   $12,634    $7,577    $7,094    $6,275
  Ratio of expenses to average net asset. . .  1.12%     1.21%     1.16%     1.22%     1.38%
  Ratio of net investment income (loss) 
    to average net assets . . . . . . . . . . -0.29%    -0.30%     1.27%     1.05%     1.37%
  Portfolio turnover rate . . . . . . . . . . 13.86%    18.05%   135.55%    96.05%    86.48%
</TABLE>
                                            See Notes To Financial Statements
                                  11

<PAGE>
                                            ADVANCE CAPITAL I, INC.
                                            FINANCIAL HIGHLIGHTS - Continued
- - -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   BOND 
                                             -------------------------------------------------
                                                                 Years ended December 31
                                             -------------------------------------------------
                                               1995      1994      1993      1992     1991  
                                             --------- --------- --------- --------- ---------
<S>                                           <C>       <C>       <C>       <C>       <C>                                        
SELECTED PER-SHARE DATA
  Net asset value, beginning of year. . . . .  $9.61    $10.82    $10.51    $10.52     $9.91
                                             --------- --------- --------- --------- ---------
Income from investment operations
  Net investment income (loss). . . . . . . .   0.70      0.71      0.72      0.70      0.74

  Net realized and unrealized gain (loss)
    on investments. . . . . . . . . . . . . .   1.18     (1.21)     0.45      0.01      0.62
                                             --------- --------- --------- --------- ---------
  Total from investment operations. . . . . .   1.88     (0.50)     1.17      0.71      1.36
                                             --------- --------- --------- --------- ---------
Less distributions
  Net investment income . . . . . . . . . . . (0.70)    (0.71)    (0.72)    (0.70)    (0.74)

  Net realized gain on investment . . . . . .   0.00      0.00     (0.14)    (0.02)    (0.01)
                                             --------- --------- --------- --------- ---------
  Total distributions . . . . . . . . . . . . (0.70)    (0.71)    (0.86)    (0.72)    (0.75)
                                             --------- --------- --------- --------- ---------
Net asset value, end of year. . . . . . . . . $10.79     $9.61    $10.82    $10.51    $10.52
                                             ========= ========= ========= ========= =========

TOTAL RETURN  . . . . . . . . . . . . . . . . 20.15%    -4.64%    11.48%     7.04%    14.26%


RATIOS AND SUPPLEMENTAL DATA
  Net assets, end of year (in thousands). . . $4,527    $3,999    $4,741    $5,793    $2,439
  Ratio of expenses to average net asset. . .  0.55%     0.60%     0.61%     0.75%     0.85%
  Ratio of net investment income (loss) 
    to average net assets . . . . . . . . . .  6.80%     7.06%     6.57%     6.69%     7.36%
  Portfolio turnover rate . . . . . . . . . .  6.69%    21.92%    35.99%    38.22%    25.47%
</TABLE>
                                            See Notes To Financial Statements
                                  12

<PAGE>
                                            ADVANCE CAPITAL I, INC.
                                            FINANCIAL HIGHLIGHTS - Continued
- - ----------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                 BALANCED 
                                             -------------------------------------------------
                                                                 Years ended December 31
                                             -------------------------------------------------
                                               1995      1994      1993      1992     1991  
                                             --------- --------- --------- --------- ---------
<S>                                          <C>       <C>       <C>       <C>       <C>
SELECTED PER-SHARE DATA
  Net asset value, beginning of year. . . . .  $9.97    $10.58    $10.36    $10.38     $9.55
                                             --------- --------- --------- --------- ---------
Income from investment operations
  Net investment income (loss). . . . . . . .   0.35      0.32      0.29      0.33      0.39

  Net realized and unrealized gain (loss)
    on investments. . . . . . . . . . . . . .   2.75     (0.61)     0.22     (0.02)     1.39
                                             --------- --------- --------- --------- ---------
  Total from investment operations. . . . . .   3.10     (0.29)     0.51      0.31      1.78
                                             --------- --------- --------- --------- ---------
Less distributions
  Net investment income . . . . . . . . . . . (0.35)    (0.32)    (0.29)    (0.33)    (0.39)

  Net realized gain on investment . . . . . . (0.15)     0.00      0.00      0.00     (0.56)
                                             --------- --------- --------- --------- ---------
  Total distributions . . . . . . . . . . . . (0.50)    (0.32)    (0.29)    (0.33)    (0.95)
                                             --------- --------- --------- --------- ---------
Net asset value, end of year. . . . . . . . . $12.57     $9.97    $10.58    $10.36    $10.38
                                             ========= ========= ========= ========= =========

TOTAL RETURN . . . . . . . . . . . . . . . . .31.53%    -2.72%     4.97%     3.07%    18.32%


RATIOS AND SUPPLEMENTAL DATA
  Net assets, end of year (in thousands). . .$59,299   $44,221   $46,690   $42,440   $22,677
  Ratio of expenses to average net asset. . .  1.07%     1.10%     1.08%     1.13%     1.38%
  Ratio of net investment income (loss) 
    to average net assets . . . . . . . . . .  3.11%     3.18%     2.77%     3.24%     3.75%
  Portfolio turnover rate . . . . . . . . . . 22.72%    34.97%   101.29%    42.39%    50.94%
</TABLE>
                                            See Notes To Financial Statements
                                  13

<PAGE>
                                            ADVANCE CAPITAL I, INC.
                                            FINANCIAL HIGHLIGHTS - Continued
- - ----------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                       LONG TERM INCOME
                                             -----------------------------
                                             Years ended December 31
                                             -----------------------------
                                               1995      1994      1993
                                             --------- --------- ---------
<S>                                           <C>       <C>       <C>
SELECTED PER-SHARE DATA
  Net asset value, beginning of year. . . . .  $9.20    $10.60    $10.00
                                             --------- --------- ---------
Income from investment operations
  Net investment income (loss). . . . . . . .   0.70      0.72      0.74

  Net realized and unrealized gain (loss)
    on investments. . . . . . . . . . . . . .   1.58     (1.40)     0.77
                                             --------- --------- ---------
  Total from investment operations. . . . . .   2.28     (0.68)     1.51
                                             --------- --------- ---------
Less distributions
  Net investment income . . . . . . . . . . . (0.70)    (0.72)    (0.74)

  Net realized gain on investment . . . . . .   0.00      0.00     (0.17)
                                             --------- --------- ---------
  Total distributions . . . . . . . . . . . . (0.70)    (0.72)    (0.91)
                                             --------- --------- ---------
Net asset value, end of year. . . . . . . . . $10.78     $9.20    $10.60
                                             ========= ========= =========

TOTAL RETURN . . . . . . . .  . . . . . . . . 25.57%    -6.53%    14.43%


RATIOS AND SUPPLEMENTAL DATA
  Net assets, end of year (in thousands). . . $1,450    $1,163    $1,079
  Ratio of expenses to average net asset. . .  0.63%     0.63%     0.64%
  Ratio of net investment income (loss) 
    to average net assets . . . . . . . . . .  6.93%     7.37%     6.60%
  Portfolio turnover rate . . . . . . . . . .  1.74%    15.39%    75.72%
</TABLE>
                                            See Notes To Financial Statements
                                  14

<PAGE>
                                            ADVANCE CAPITAL I, INC.
                                            FINANCIAL HIGHLIGHTS - Continued
- - ----------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                      RETIREMENT INCOME
                                             -----------------------------
                                             Years ended December 31
                                             -----------------------------
                                               1995      1994      1993
                                             --------- --------- ---------
<S>                                           <C>       <C>       <C>
SELECTED PER-SHARE DATA
  Net asset value, beginning of year. . . . .  $9.22    $10.54    $10.00
                                             --------- --------- ---------
Income from investment operations
  Net investment income (loss). . . . . . . .   0.76      0.76      0.82

  Net realized and unrealized gain (loss)
    on investments. . . . . . . . . . . . . .   1.29     (1.32)     0.61
                                             --------- --------- ---------
  Total from investment operations. . . . . .   2.05     (0.56)     1.43
                                             --------- --------- ---------
Less distributions
  Net investment income . . . . . . . . . . . (0.76)    (0.76)    (0.82)

  Net realized gain on investment . . . . . .   0.00      0.00     (0.07)
                                             --------- --------- ---------
  Total distributions . . . . . . . . . . . . (0.76)    (0.76)    (0.89)
                                             --------- --------- ---------
Net asset value, end of year. . . . . . . . . $10.51     $9.22    $10.54
                                             ========= ========= =========

TOTAL RETURN  . . . . . . . . . . . . . . . . 22.96%    -5.34%    13.92%


Ratios and Supplemental Data
  Net assets, end of year (in thousands). . $139,299   $84,162   $47,343
  Ratio of expenses to average net asset. . .  0.84%     0.88%     0.88%
  Ratio of net investment income (loss) 
    to average net assets . . . . . . . . . .  7.64%     7.89%     7.41%
  Portfolio turnover rate . . . . . . . . . . 15.63%    12.27%    37.59%
</TABLE>
                                            See Notes To Financial Statements
                                  15

<PAGE>
                                  ADVANCE CAPITAL I, INC. - EQUITY GROWTH FUND
                                  PORTFOLIO OF INVESTMENTS 
                                  DECEMBER 31, 1995
- - ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                        MARKET                                                      MARKET
COMMON STOCK                  SHARES    VALUE               COMMON STOCK                  SHARES    VALUE
- - ----------------------------- --------  ---------           ----------------------------- --------  ----------
<S>                             <C>    <C>                  <S>                             <C>    <C>             
ADVERTISING - 0.6%                                          BROADCASTING / CABLE TV - 2.2%   (Continued)
  Catalina Marketing Corporati  1,800  $ 112,950              Comcast Corporation           5,700  $  103,668
  Heritage Media Corporation*   2,000     51,250              Viacom - Class B*             3,000     142,125
                                                              Westwood One, Inc.*           4,000      56,500
AIR TRANSPORT - 1.1%                                                                                
  Air Express International Co  3,000     69,000            BUILDING MATERIALS - 0.6%               
  Atlantic Southeast Airlines,  2,500     53,750              Lafarge Corporation           3,500      65,188
  Comair Holdings, Inc.         3,000     80,625              USG Corporation*              2,900      87,000
  Fritz Companies, Inc.*        2,000     83,000                                                    
                                                            CHEMICAL - 2.7%                         
APPAREL - 0.7%                                                A. Schulman, Inc.             3,500      78,750
  Kellwood Company              1,750     35,656              Airgas, Inc.*                 5,300     176,225
  Nautica Enterprises, Inc.*    3,000    131,250              Crompton & Knowles            3,600      47,700
                                                              Great Lakes Chemical Corpora  1,100      79,200
AUTO PARTS - 0.2%                                             Lilly Industries, Inc.        4,000      51,000
  Superior Industries Int'l, I  2,400     63,300              Oil-Dri Corporation America   2,700      42,188
                                                              Olin Corporation              1,000      74,250
AUTO & TRUCKS - 0.2%                                          Sherwin-Williams Company      2,500     101,875
  Wabash National Corporation   2,500     55,937              Wellman, Inc.                 2,200      50,050
                                                                                                    
BANK - 4.1%                                                 COMPUTER & PERIPHERALS - 6.3%           
  Bank of New York Company, In  2,300    112,125              Bay Networks, Inc.*           4,500     185,062
  Bank South Corporation        1,800     54,675              Cabletron Systems, Inc.*      2,000     162,000
  BayBanks, Inc.                1,000     98,250              Cisco Systems, Inc.*          2,400     179,100
  City National Corporation     5,000     70,000              Compaq Computer Corporation*  2,500     120,000
  Crestar Financial Corporatio  1,000     59,125              EMC Corporation*              4,300      66,112
  First American Corporation    3,700    175,288              Microchip Technology, Inc.*   2,450      89,425
  First Bank Systems, Inc.      2,000     99,250              SCI Systems, Inc.*            2,000      62,000
  Midlantic Corporation         2,900    190,312              Seagate Technology*           3,800     180,500
  Norwest Corp.                 2,576     85,008              Silicon Graphics, Inc.*       3,000      82,500
  State Street Boston Corporat  2,300    103,500              Sun Microsystems, Inc.*       5,200     237,250
                                                              3COM Corporation, Inc.*       3,000     139,875
BEVERAGE - 0.5%                                               Xilinx, Inc.*                 3,300     100,650
  Adolph Coors Company          1,700     37,612                                                    
  Robert Mondavi Corporation*   3,000     82,875            COMPUTER SOFTWARE & SERVICES - 10.1%
                                                              Acclaim Entertainment, Inc.*  1,200      14,850
BROADCASTING / CABLE TV - 2.2%                                Adobe Systems, Inc.           3,000     186,000
  A.H. Belo Corporation         2,000     69,500              America Online, Inc.*         3,200     120,000
  Clear Channel Communications  4,500    198,562              BMC Software, Inc.*           2,800     119,700
</TABLE>
                                      See Notes To Financial Statements
                                  16

<PAGE>
                                  ADVANCE CAPITAL I, INC. - EQUITY GROWTH FUND
                                  PORTFOLIO OF INVESTMENTS 
                                  DECEMBER 31, 1995
- - ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                        MARKET                                                      MARKET
COMMON STOCK                  SHARES    VALUE               COMMON STOCK                  SHARES    VALUE
- - ----------------------------- --------  ---------           ----------------------------- --------  ----------
<S>                             <C>    <C>                  <S>                            <C>     <C>
COMPUTER SOFTWARE & SERVICES - 10.1%   (Cont'd)             ELECTRONICS - 3.5%                      
  Broderbund Software, Inc.*    1,900  $ 115,425              Altera Corporation*           1,700  $   84,575
  Cadence Design Systems, Inc.  2,000     84,000              General Instrument Corporati  3,200      74,800
  Ceridian Corporation*         3,500    144,375              Harman International Industr  2,100      84,262
  Cerner Corporation*           1,400     28,700              Lam Research Corporation*     2,300     105,225
  Davidson & Associates, Inc.*  2,400     52,800              Macromedia*                   2,000     104,500
  First Data Corporation        3,806    254,526              Molex, Inc.                   3,750     114,844
  FTP Software, Inc.*           2,300     66,700              Stratacom, Inc.*              1,000      73,500
  HBO & Company                 2,000    153,250              Symbol Technologies, Inc.*    2,600     102,700
  Informix Corporation*         4,500    135,000              Ultratech Stepper, Inc.*      2,000      51,500
  Intuit, Inc.*                 1,200     93,600              Vishay Intertechnology, Inc.  3,150      99,225
  Microsoft Corporation*        1,900    166,725                                                    
  Minnesota Educ. Computing Co  2,500     62,500            ENVIRONMENTAL - 0.6%                    
  Network General Corporation*  2,500     83,438              Sanifill, Inc.*               2,000      66,750
  Oracle Corporation*           5,000    211,875              Western Waste Industries*     3,000      82,125
  Peoplesoft, Inc.*             2,000     86,000                                                    
  Security Dynamics Tech., Inc  1,000     54,500            FINANCIAL SERVICES - 5.7%               
  Sierra On-Line, Inc.*         3,000     86,250              CUC International, Inc.*      4,500     153,562
  Sybase, Inc.*                 3,000    108,000              Finova Group, Inc.            2,500     120,625
  Symantec Corporation*         2,300     53,475              First USA, Inc.               2,500     110,938
  Synopsys, Inc.*               2,000     76,000              Franklin Resources, Inc.      1,600      80,600
  Wonderware Corporation*       2,000     34,250              Green Tree Financial Corpora  4,000     105,500
                                                              H & R Block, Inc.             1,300      52,650
DIVERSIFIED - 1.9%                                            Medaphis Corporation*         4,000     148,000
  Alco Standard Corporation     4,000    182,500              Mercury Finance Company       6,000      79,500
  Danaher Corporation           2,500     79,375              Mutual Risk Management, Ltd.  3,800     173,850
  Service Corp. International   2,600    114,400              Paychex, Inc.                 4,650     231,919
  Thermo Electron Corp.*        2,000    104,000              Pioneer Group, Inc.           3,000      81,750
                                                              United Asset Management Corp  2,100      80,588
DRUG - 3.2%                                                   Unitog Company                1,900      45,837
  Amgen, Inc.*                  5,600    332,500                                                    
  Biogen, Inc.*                 3,700    227,550            FOOD PROCESSING - 0.6%                  
  Forest Laboratories, Inc.*    2,100     95,025              Goodmark Foods, Inc.          4,000      71,000
  Isis Pharmaceuticals, Inc.*   4,000     52,500              Hormel Foods Corporation      3,400      83,725
  Mylan Laboratories, Inc.      3,750     88,125                                                    
  Roberts Pharmaceutical Corp.  1,600     28,400            FOREIGN TELECOMMUNICATIONS - 2.2%       
                                                              Ericsson Telephone           10,000     195,000
ELECTRICAL EQUIPMENT - 0.6%                                   Reuters Holdings PLC          3,900     214,988
  Anixter International, Inc.*  5,000     93,125              Vodafone Group PLC            4,000     141,000
  Littlefuse, Inc.*             1,500     55,125                                                    
</TABLE>
                                      See Notes To Financial Statements
                                  17

<PAGE>
                                  ADVANCE CAPITAL I, INC. - EQUITY GROWTH FUND
                                  PORTFOLIO OF INVESTMENTS 
                                  DECEMBER 31, 1995
- - ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                        MARKET                                                      MARKET
COMMON STOCK                  SHARES    VALUE               COMMON STOCK                  SHARES    VALUE
- - ----------------------------- --------  ---------           ----------------------------- --------  ----------
<S>                             <C>    <C>                  <S>                             <C>    <C>
FURNITURE / HOME FURNISHINGS - 0.2%                         INSURANCE - 3.3%   (Continued)
  Shaw Industries, Inc.         3,000  $  44,250              Value Health, Inc.*           1,100  $   30,250
                                                              Zurich Reinsurance Centre Ho  2,500      75,938
GROCERY - 0.4%                                                                                      
  Safeway, Inc.*                2,200    113,300            MACHINERY - 1.6%                        
                                                              AGCO Corporation              2,500     127,500
HOMEBUILDING - 0.6%                                           Cascade Corporation           3,200      44,800
  Lennar Corporation            2,100     52,762              Greenfield Industries, Inc.   2,500      78,125
  Rouse Company                 4,900     99,838              Parker-Hannifin Corporation   2,500      85,625
                                                              Tecumseh Products Company       700      36,575
HOTEL / GAMING - 2.3%                                         TriMas Corporation            1,500      28,125
  G-Tech Holdings Corporation*  1,500     39,188                                                    
  Harrah's Entertainment, Inc.  1,800     43,650            MANUFACTURED HOUSING - 0.7%             
  HFS, Inc.*                    3,500    286,125              Clayton Homes, Inc.           1,563      33,399
  La Quinta Inns, Inc.          2,500     68,438              Oakwood Homes Corporation     3,500     134,312
  Marcus Corporation            1,950     53,381                                                    
  Mirage Resorts, Inc.*         2,500     86,250            MEDICAL SERVICES - 4.8%                 
                                                              Health Care & Retirement Cor  3,700     129,500
HOUSEHOLD PRODUCTS - 0.8%                                     Health Management Associates  4,950     129,319
  Amway Asia Pacific Ltd.       3,000    106,875              Horizon/CMS Healthcare Corp.  2,700      68,175
  Lancaster Colony Corporation  2,500     93,125              Omnicare, Inc.                2,000      89,500
                                                              OrNda HealthCorp*             2,500      58,125
INDUSTRIAL PRODUCTS - 0.2%                                    Pacific Physician Services,   2,500      45,000
  Watts Industries, Inc.        2,000     46,500              United HealthCare Corporatio  4,900     320,338
                                                              Universal Health Services, I  1,900      84,312
INDUSTRIAL SERVICES - 1.4%                                    U.S. Healthcare, Inc.         3,050     141,825
  Equifax, Inc.                 6,200    132,525              Vencor, Inc.*                 5,400     175,500
  Kelly Services, Inc.          2,300     63,825                                                    
  Manpower, Inc.                2,400     67,500            MEDICAL SUPPLIES - 2.9%                 
  Robert Half International, I  2,000     83,750              Amsco International, Inc.*    4,500      66,938
                                                              Cardinal Health, Inc.         3,250     177,938
INSURANCE - 3.3%                                              Cordis Corporation*           2,200     221,100
  AMBAC, Inc.                   2,600    121,875              MediSense, Inc.*              2,000      63,250
  Equitable of Iowa Companies   2,600     83,525              Summit Technology, Inc.*      3,000     101,250
  Humana, Inc.*                 3,100     84,863              Sybron Corporation*           5,000     118,750
  MGIC Investment Corporation   2,000    108,500                                                    
  Mid Atlantic Medical Service  3,600     87,300            METAL FABRICATING - 0.3%                
  Oxford Health Plans, Inc.*    1,600    118,200              Kennametal, Inc.              2,500      79,375
  Progressive Corporation of O  2,800    136,850                                                    
</TABLE>
                                      See Notes To Financial Statements
                                  18

<PAGE>
                                  ADVANCE CAPITAL I, INC. - EQUITY GROWTH FUND
                                  PORTFOLIO OF INVESTMENTS 
                                  DECEMBER 31, 1995
- - -----------------------------------------------------------------------
<TABLE>
<CAPTION>
                                        MARKET                                                      MARKET
COMMON STOCK                  SHARES    VALUE               COMMON STOCK                  SHARES    VALUE
- - ----------------------------- --------  ---------           ----------------------------- --------  ----------
<S>                             <C>    <C>                 <S>                              <C>    <C>
METALS & MINING - 0.3%                                      RAILROAD - 0.8%                         
  Magma Copper Company*         3,000  $  83,625              Kansas City Southern Ind., I  2,300  $  105,225
                                                              Wisconsin Central Transporta  1,500      98,625
NATURAL GAS - 0.4%                                                                                  
  Sonat, Inc.                   3,000    106,875            REAL ESTATE INVESTMENT TRUST - 0.7%     
                                                              National Health Investors, I  2,700      89,437
NEWSPAPER - 0.2%                                              Security Capital Pacific Tru  4,500      88,875
  Central Newspapers, Inc.      1,500     47,063                                                    
                                                            RECREATION - 2.4%                       
OFFICE EQUIPMENT & SUPPLIES - 0.7%                            Callaway Golf Company         4,400      99,550
  Danka Business Systems PLC    2,000     74,000              Carmike Cinemas, Inc.*        6,000     135,000
  Reynolds & Reynolds Company   2,700    104,962              Carnival Corporation          4,500     109,688
                                                              Electronic Arts, Inc.*        2,200      57,475
OILFIELD SERVICES - 1.0%                                      Gaylord Entertainment Compan  2,915      80,891
  BJ Services Company/Warrants  1,160      8,845              Harley-Davidson, Inc.         3,000      86,250
  Pride Petroleum Services, In  6,000     63,750              Sturm, Ruger & Company, Inc.  2,000      54,750
  Smith International, Inc.*    4,300    101,050                                                    
  Triton Energy Corporation*    1,500     86,063            RESTAURANT - 1.3%                       
                                                              Apple South, Inc.             1,950      41,925
PACKAGING & CONTAINER- 0.4%                                   Applebee's International, In  2,200      50,050
  Sealed Air Corporation*       3,400     95,625              Brinker International, Inc.*  3,350      50,668
                                                              Outback Steakhouse, Inc.*     3,750     134,531
PAPER & FOREST PRODUCTS - 0.5%                                Sbarro, Inc.                  3,000      64,500
  Willamette Industries, Inc.   2,300    129,375                                                    
                                                            RETAIL STORE - 5.4%                     
PETROLEUM - 1.5%                                              AutoZone, Inc.*               2,300      66,412
  Apache Corporation            3,000     88,500              Bed Bath & Beyond, Inc.*      3,500     135,844
  Devon Energy Corporation      2,500     63,750              Circuit City Stores, Inc.     2,800      77,350
  Noble Affiliates, Inc.        3,900    116,512              Dollar General Corporation    6,093     126,430
  Tosco Corporation             1,500     57,188              Fingerhut Companies, Inc.     2,000      27,750
  United Meridian Corporation*  3,200     55,600              Gap, Inc.                     1,000      42,000
                                                              General Nutrition Companies*  4,000      92,000
PRECISION INSTRUMENT - 0.9%                                   Heilig-Meyers Company         2,300      42,262
  KLA Instruments Corporation*  1,600     41,700              Lands' End, Inc.*             4,200      57,225
  Tektronix, Inc.               2,000     98,250              Lowe's Companies, Inc.        2,400      80,400
  Teleflex, Inc.                2,500    102,500              Men's Wearhouse, Inc.*        2,250      57,937
                                                              Michaels Stores, Inc.*        3,300      45,375
PUBLISHING - 0.8%                                             Office Depot, Inc.*           6,150     120,694
  Edmark Corporation*           2,400     75,600              Pep Boys-Manny, Moe & Jack    2,000      51,250
  Scholastic Corporation*       1,500    116,625
</TABLE>
                                      See Notes To Financial Statements
                                  19

<PAGE>
                                  ADVANCE CAPITAL I, INC. - EQUITY GROWTH FUND
                                  PORTFOLIO OF INVESTMENTS 
                                  DECEMBER 31, 1995
- - ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                        MARKET                                                      MARKET
COMMON STOCK                  SHARES    VALUE               COMMON STOCK                  SHARES    VALUE
- - ----------------------------- --------  ---------           ----------------------------- --------  ----------
<S>                             <C>    <C>                  <S>                             <C>    <C>
RETAIL STORE - 5.4%   (Continued)                           TELECOMMUNICATIONS SERVICE - 1.9%       
  Starbucks Corporation*        4,000  $  84,000              Cellular Commun. of Puerto R  1,500  $   41,625
  Viking Office Products, Inc.  3,200    148,800              Centennial Cellular Corporat  2,500      42,812
  Williams-Sonoma, Inc.*        3,000     55,500              Frontier Corporation          3,600     108,000
  Zale Corporation*             5,000     80,625              LCI International, Inc.*      6,400     131,200
                                                              Paging Network, Inc.*         5,000     121,875
SECURITIES BROKERAGE - 0.7%                                   United States Cellular Corpo  1,500      50,250
  Charles Schwab Corporation    6,000    120,000                                                    
  Investment Technology Group*  1,500     13,875            TEXTILE - 0.3%                          
  Raymond James Financial, Inc  2,500     53,125              Unifi, Inc.                   3,000      66,750
                                                                                                    
SEMICONDUCTOR - 4.3%                                        THRIFT - 0.5%                           
  Applied Materials, Inc.*      2,800    110,250              JSB Financial Corporation     2,000      63,250
  Atmel Corporation*            3,400     76,075              Roosevelt Financial Group, I  2,800      54,250
  Integrated Device Technology  5,600     72,100                                                    
  International Rectifier Corp  4,600    115,000            TOYS - 0.4%                             
  Linear Technology Corporatio  5,400    211,950              Mattel, Inc.                  3,300     101,475
  LSI Logic Corporation*        2,000     65,500                                                    
  Maxim Integrated Products, I  9,000    346,500            TRUCKING & TRANSPORT LEASING - 0.6%     
  S3, Inc.*                     2,900     51,113              American Freightways Corp.*   2,400      24,900
  Teradyne, Inc.*               2,600     64,675              M.S. Carriers, Inc.*          2,900      58,000
                                                              Werner Enterprise, Inc.       4,000      81,000
SHOE - 0.4%                                                                                         ----------
  Wolverine World Wide, Inc.    3,000     94,500            TOTAL COMMON STOCK - 98.2%
                                                              (Cost $19,042,234)                   $25,173,380
STEEL - 0.6%                                                                                        ==========
  Commercial Metals Company     2,500     61,875
  Worthington Industries        5,000    104,063
                                        
TELECOMMUNICATIONS EQUIPMENT - 4.1%     
  Andrew Corporation*           2,625    100,406
  Ascend Communications, Inc.*  2,000    162,250
  Aspect Telecommunications Co  2,000     67,000
  Cascade Communications Corp.  1,500    127,875
  Cidco, Inc.*                  1,900     48,450
  Coherent Commun. Systems Cor  3,000     57,750
  DSC Communications Corp.*     2,200     81,125
  Glenayre Technologies, Inc.*  2,700    112,050
  Tellabs, Inc.*                3,200    118,400
  U.S. Robotics, Inc.*          2,000    175,500
</TABLE>                                        
*Securities are non - income producing

                                      See Notes To Financial Statements
                                  20

<PAGE>
                                  ADVANCE CAPITAL I, INC. - BOND FUND
                                  PORTFOLIO OF INVESTMENTS
                                  DECEMBER 31, 1995
- - ----------------------------------------------------------------------
<TABLE>
<CAPTION>
                                      S & P
FIXED INCOME SECURITIES               CREDIT                             PRINCIPAL     MARKET
ISSUE                                 RATING      COUPON    MATURITY     AMOUNT        VALUE
- - -----------------------------------   ---------   -------   ---------    ----------    ----------
<S>                                   <C>          <C>      <C>         <C>           <C>
BANK - 10.4%
   Banc One Corporation                 A+         8.740    09/15/03    $  100,000    $  115,500
   First Chicago NBD Corporation        A          8.100    03/01/02       100,000       109,906
   Harris Bankcorp, Inc.                A+         9.375    06/01/01        75,000        86,634
   Morgan, J.P. & Company               AA         8.500    08/15/03       100,000       113,719
   Security Pacific Corporation         A          9.750    05/15/99        40,000        44,363
                                                            
CHEMICAL - 2.5%                                             
   duPont, E.I. de Nemours & Co.        AA-        6.000    12/01/01       115,000       114,892
                                                            
COMPUTER & PERIPHERALS - 1.8%                               
   International Business Machines Cor  A          7.250    11/01/02        75,000        80,453
                                                            
ELECTRIC & GAS UTILITIES - 13.3%                            
   Baltimore Gas & Electric Company     A+         6.125    07/01/03       150,000       147,770
   Florida Power Corporation            AA-        6.875    02/01/08        70,000        74,676
   Kentucky Utilities Company           AA-        7.375    12/01/02        75,000        76,677
   Northern States Power Co. Minn.      AA-        7.375    03/01/02        40,000        40,642
   Ontario Hydro                        AA-        7.450    03/31/13       150,000       164,578
   Public Service Co. of Oklahoma       A+         7.250    01/01/99        50,000        50,487
   Public Service Electric & Gas        A-         7.000    09/01/24        50,000        49,281
                                                            
ENVIRONMENTAL - 1.1%                                        
   Waste Management, Inc.               A+         7.650    03/15/11        45,000        49,417
                                                            
FINANCIAL SERVICES - 4.8%                                   
   BHP Finance USA Ltd.                 A          7.875    12/01/02       100,000       109,499
   General Electric Capital Corporatio  AAA        7.750    03/15/02       100,000       109,944
                                                                         
FOREIGN GOVERNMENT - 6.2%                                   
   Province of Ontario                  AA-        7.625    06/22/04       100,000       110,188
   Province of Quebec                   A+         8.800    04/15/03       150,000       171,890
                                                            
GOVERNMENTAL AGENCY - 1.1%                                  
   Tennessee Valley Authority         Not Rated    6.125    07/15/03        50,000        49,688
</TABLE>                                                            
                                      See Notes To Financial Statements
                                  21

<PAGE>
                                  ADVANCE CAPITAL I, INC. - BOND FUND
                                  PORTFOLIO OF INVESTMENTS
                                  DECEMBER 31, 1995
- - ------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                      S & P
FIXED INCOME SECURITIES               CREDIT                             PRINCIPAL     MARKET
ISSUE                                 RATING      COUPON    MATURITY     AMOUNT        VALUE
- - -----------------------------------   ---------   -------   ---------    ----------    ----------
<S>                                     <C>        <C>      <C>         <C>           <C>
INSURANCE - 8.7%
   Aetna Life & Casualty Company        A-         6.375    08/15/03    $  110,000    $  110,413
   Allstate Corporation                 A          7.500    06/15/13       100,000       107,531
   CIGNA Corporation                    BBB+       8.250    01/01/07       100,000       115,483
   Travelers, Inc.                      A+         7.625    01/15/97        57,000        58,087

MACHINERY - 5.3%                                            
   Caterpillar, Inc.                    A          9.000    04/15/06       100,000       119,646
   Deere & Company                      A          8.950    06/15/19       100,000       121,637
                                                            
METALS & MINING - 2.8%                                      
   Alcan Aluminum Ltd.                  A-         5.875    04/01/00       125,000       124,961
                                                            
NEWSPAPER - 1.5%                                            
   Knight-Ridder, Inc.                  AA-        9.875    04/15/09        50,000        66,203
                                                            
OFFICE EQUIPMENT & SUPPLIES - 0.8%                          
   Xerox Corporation                    A          9.750    03/15/00        30,000        34,331
                                                            
PETROLEUM - 5.2%                                            
   BP America, Inc.                     AA-        8.750    02/01/03        75,000        86,993
   Kerr-McGee Corporation               A-         7.000    11/01/11       150,000       149,509
                                                            
RAILROAD - 2.5%                                             
   Missouri Pacific Railroad Co.        AA-        9.400    12/15/00       100,000       114,160
                                                            
RETAIL STORE - 6.5%                                         
   Sears, Roebuck & Company             BBB        9.250    08/01/97       200,000       210,438
   Wal-Mart Stores, Inc.                AA         8.625    04/01/01        75,000        84,141
                                                            
SECURITIES BROKERAGE - 7.2%                                 
   Lehman Brothers Holdings, Inc.       A          8.875    03/01/02       150,000       167,766
   Merrill Lynch & Company, Inc.        A+         8.230    04/30/02       150,000       156,632

SEMICONDUCTOR - 3.3%                                        
   Texas Instruments, Inc.              A          8.750    04/01/07       125,000       148,122
</TABLE>
                                      See Notes To Financial Statements
                                  22

<PAGE>
                                  ADVANCE CAPITAL I, INC. - BOND FUND
                                  PORTFOLIO OF INVESTMENTS
                                  DECEMBER 31, 1995
- - -----------------------------------------------------------------------
<TABLE>
<CAPTION>
                                      S & P
FIXED INCOME SECURITIES               CREDIT                             PRINCIPAL     MARKET
ISSUE                                 RATING      COUPON    MATURITY     AMOUNT        VALUE
- - -----------------------------------   ---------   -------   ---------    ----------    ----------
<S>                                     <C>        <C>      <C>         <C>           <C>
TELECOMMUNICATIONS SERVICE - 6.9%                           
   AT&T Corporation                     AA         7.125    01/15/02    $  100,000    $  106,156
   GTE Southwest, Inc.                  A+         5.820    12/01/99       100,000        99,813
   Pacific Bell Telephone Co.           AA-        7.000    07/15/04       100,000       106,125
                                                            
TOBACCO - 3.5%                                              
   Philip Morris Companies, Inc.        A          7.500    01/15/02       100,000       105,938
   Philip Morris Companies, Inc.        A          9.250    12/01/97        50,000        53,141
                                                            
U.S. GOVERNMENT - 2.6%                                      
   U. S. Treasury                                  7.500    02/15/05       105,000       119,093
                                                                                       ----------
TOTAL FIXED-INCOME SECURITIES - 98.0%
   (Cost $4,096,111)                                                                  $4,436,523
                                                                                       ==========
</TABLE>
                                      See Notes To Financial Statements
                                  23

<PAGE>
                                  ADVANCE CAPITAL I, INC. - BALANCED FUND
                                  PORTFOLIO OF INVESTMENTS
                                  DECEMBER 31, 1995
- - --------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                        MARKET                                                      MARKET
COMMON STOCK                  SHARES    VALUE               COMMON STOCK                  SHARES    VALUE
- - ----------------------------- --------  ---------           ----------------------------- --------  ---------
<S>                             <C>    <C>                  <S>                             <C>    <C>
ADVERTISING - 0.1%                                          BANK - 5.4%   (Continued)
  Catalina Marketing Corporati  1,000  $  62,750              City National Corporation     1,100  $  15,400
  Heritage Media Corporation*   1,000     25,625              First American Corporation    2,200    104,225
                                                              First Bank Systems, Inc.      1,300     64,512
AEROSPACE / DEFENSE - 1.3%                                    First Chicago NBD Corporatio  6,335    250,232
  Boeing Company                1,700    133,238              First Interstate Bancorp      1,400    191,100
  General Motors Corp. - Class  1,500     73,688              First Tennessee National Cor  2,900    175,450
  Loral Corporation             5,000    176,875              First Union Corporation       5,800    322,625
  McDonnell Douglas Corporatio  2,400    220,800              Integra Financial Corporatio  1,000     63,125
  Raytheon Company              3,200    151,200              J.P. Morgan & Company         2,000    160,500
                                                              KeyCorp                       4,000    145,000
AIR TRANSPORT - 0.3%                                          Mellon Bank Corporation       2,700    145,125
  Air Express International Co    700     16,100              Mercantile Bancorporation, I  1,050     48,300
  Atlantic Southeast Airlines,  1,000     21,500              Midlantic Corporation         2,500    164,062
  Comair Holdings, Inc.         1,050     28,219              NationsBank Corporation       4,000    278,500
  Pittston Services Group       3,000     94,125              PNC Bank Corporation          4,000    129,000
                                                              State Street Boston Corporat  1,200     54,000
APPAREL - 0.0%                                                                                      
  Kellwood Company              1,400     28,525            BEVERAGE - 0.7%                         
                                                              Adolph Coors Company            800     17,700
AUTO PARTS - 0.2%                                             Anheuser-Busch Companies, In  3,700    247,438
  Borg-Warner Automotive, Inc.  1,000     32,000              Coca-Cola Company               500     37,125
  Dana Corporation              1,600     46,800              PepsiCo, Inc.                 1,500     83,812
  Strattec Security Corporatio    240      4,320              Robert Mondavi Corporation*   1,500     41,438
  Superior Industries Int'l, I  1,400     36,925                                                    
                                                            BROADCASTING / CABLE TV - 1.0%          
AUTO & TRUCK - 0.4%                                           A.H. Belo Corporation         1,400     48,650
  Ford Motor Company            3,500    101,500              Capital Cities/ABC, Inc.      2,000    246,750
  General Motors Corporation    2,400    126,900              Clear Channel Communications  1,600     70,600
  Wabash National Corporation   1,000     22,375              Comcast Corporation           3,000     54,562
                                                              U.S. West Media Group*        4,000     76,000
BANK - 5.4%                                                   Viacom - Class B*             1,599     75,753
  BankAmerica Corporation       1,000     64,750              Westwood One, Inc.*             700      9,888
  Bank of Boston Corporation    1,000     46,250                                                    
  Bank of New York Company, In  1,400     68,250            BUILDING MATERIALS - 0.2%               
  Barnett Banks, Inc.           5,200    306,800              Armstrong World Industries,   1,500     93,000
  BayBanks, Inc.                  700     68,775              Lafarge Corporation           1,000     18,625
  Chase Manhattan Corporation   1,000     60,625              USG Corporation*              1,100     33,000
  Chemical Banking Corporation  3,800    223,250
</TABLE>
                                      See Notes To Financial Statements
                                  24

<PAGE>
                                  ADVANCE CAPITAL I, INC. - BALANCED FUND
                                  PORTFOLIO OF INVESTMENTS
                                  DECEMBER 31, 1995
- - --------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                        MARKET                                                      MARKET
COMMON STOCK                  SHARES    VALUE               COMMON STOCK                  SHARES    VALUE
- - ----------------------------- --------  ---------           ----------------------------- --------  ---------
<S>                             <C>    <C>                  <S>                             <C>    <C>
CHEMICAL - 3.3%                                             COMPUTER SOFTWARE & SERVICES - 1.9%   (Cont'd)
  A. Schulman, Inc.             2,000  $  45,000              Brandon Systems Corporation     700  $  17,937
  Airgas, Inc.*                 3,000     99,750              Broderbund Software, Inc.*    1,400     85,050
  B.F. Goodrich Company         1,000     68,000              Ceridian Corporation*         2,000     82,500
  Crompton & Knowles            1,500     19,875              Davidson & Associates, Inc.*    800     17,600
  duPont, E.I. de Nemours & Co  3,500    244,562              First Data Corporation        1,744    116,630
  Eastman Chemical Company        250     15,656              HBO & Company                 1,000     76,625
  Great Lakes Chemical Corpora    500     36,000              Informix Corporation*         1,000     30,000
  Lilly Industries, Inc.        1,500     19,125              Microsoft Corporation*        1,000     87,750
  Minnesota Mining & Manufactu  4,000    265,000              Oracle Corporation*           2,550    108,056
  Monsanto Company              3,500    428,750              Sierra On-Line, Inc.*         1,000     28,750
  Oil-Dri Corporation America   1,400     21,875              Sybase, Inc.*                 1,400     50,400
  Olin Corporation                700     51,975              Symantec Corporation*         1,000     23,250
  Rohm & Haas Company           1,000     64,375              Synopsys, Inc.*               2,000     76,000
  Sherwin-Williams Company      2,000     81,500              Wonderware Corporation*         800     13,700
  Union Carbide Corporation     2,100     78,750                                                    
  WD-40 Company                 2,800    114,800            DIVERSIFIED - 1.4%                      
  W.R. Grace & Company          2,500    147,812              Alco Standard Corporation     2,800    127,750
  Wellman, Inc.                 1,000     22,750              AlliedSignal, Inc.            5,100    242,250
  Witco Corporation             1,700     49,725              Danaher Corporation           1,000     31,750
                                                              Premark International, Inc.   1,000     50,625
COMPUTER & PERIPHERALS - 1.5%                                 Service Corp. International   2,100     92,400
  Bay Networks, Inc.*           2,700    111,037              Textron, Inc.                 1,500    101,250
  Cabletron Systems, Inc.*      1,500    121,500              TRW, Inc.                     1,000     77,500
  Cisco Systems, Inc.*          2,000    149,250              United Technologies Corporat  1,100    104,363
  Compaq Computer Corporation*  1,000     48,000                                                    
  EMC Corporation*              3,000     46,125            DRUG - 3.6%                             
  Microchip Technology, Inc.*   1,000     36,500              American Home Products Corp.  1,000     97,000
  Seagate Technology*           2,000     95,000              Amgen, Inc.*                  3,200    190,000
  Silicon Graphics, Inc.*       1,500     41,250              Biogen, Inc.*                 2,400    147,600
  Sun Microsystems, Inc.*       1,600     73,000              Bristol-Myers Squibb Company  6,200    532,425
  3COM Corporation, Inc.*       1,600     74,600              Forest Laboratories, Inc.*    1,100     49,775
  Xilinx, Inc.*                 2,100     64,050              Merck & Company, Inc.         8,000    526,000
                                                              Mylan Laboratories, Inc.      1,200     28,200
COMPUTER SOFTWARE & SERVICES - 1.9%                           Pfizer, Inc.                  3,000    189,000
  Adobe Systems, Inc.           1,200     74,400              Roberts Pharmaceutical Corp.  1,000     17,750
  America Online, Inc.*         2,000     75,000              Schering-Plough Corporation   2,000    109,500
  Automatic Data Processing, I  2,000    148,500              Warner-Lambert Company        1,900    184,538
  BMC Software, Inc.*           1,000     42,750                                                    
</TABLE>
                                      See Notes To Financial Statements
                                  25

<PAGE>
                                  ADVANCE CAPITAL I, INC. - BALANCED FUND
                                  PORTFOLIO OF INVESTMENTS
                                  DECEMBER 31, 1995
- - --------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                        MARKET                                                      MARKET
COMMON STOCK                  SHARES    VALUE               COMMON STOCK                  SHARES    VALUE
- - ----------------------------- --------  ---------           ----------------------------- --------  ---------
<S>                             <C>    <C>                  <S>                             <C>    <C>
DRUGSTORE - 0.1%                                            ENVIRONMENTAL - 0.4%                    
  Rite Aid Corporation          2,000  $  68,500              Browning-Ferris Industries,   3,000  $  88,500
                                                              Western Waste Industries*     1,200     32,850
ELECTRIC & GAS UTILITIES - 3.4%                               WMX Technologies, Inc.        4,500    134,438
  Baltimore Gas & Electric Com  5,700    162,450                                                    
  CMS Energy Corporation        2,300     68,712            FINANCIAL SERVICES - 2.3%               
  Consolidated Edison Co. of N  1,900     60,325              American Express Company      5,000    207,500
  Duke Power Company            3,400    161,075              Countrywide Credit Industrie  4,000     86,500
  Entergy Corporation           4,000    117,000              CUC International, Inc.*      2,850     97,256
  Florida Progress Corporation  5,500    194,562              Dean Witter, Discover & Comp  3,500    164,500
  General Public Utilities Cor  3,600    122,400              Finova Group, Inc.            1,000     48,250
  Hawaiian Electric Industries  2,300     89,125              First USA, Inc.               1,400     62,125
  New England Electric System   1,700     67,362              Franklin Resources, Inc.      1,000     50,375
  Niagra Mohawk Power Corporat  2,500     23,750              Green Tree Financial Corpora  2,000     52,750
  Northern States Power Compan  2,500    122,812              H & R Block, Inc.             1,300     52,650
  PacifiCorp                    8,400    178,500              Household International, Inc  1,000     59,125
  Public Service Enterprise Gr  1,900     58,188              Medaphis Corporation*         1,400     51,800
  Public Service of Colorado    4,700    166,263              Mercury Finance Company       3,000     39,750
  SCEcorp                       6,500    115,375              Mutual Risk Management, Ltd.  2,500    114,375
  TECO Energy, Inc.             7,700    197,313              Paychex, Inc.                 1,500     74,812
  Unicom Corporation*           3,500    114,625              Pioneer Group, Inc.           2,000     54,500
                                                              Travelers, Inc.               1,800    113,175
ELECTRICAL EQUIPMENT - 1.6%                                   United Asset Management Corp  1,000     38,375
  Anixter International, Inc.*  1,600     29,800              Unitog Company                1,000     24,125
  Emerson Electric Company      2,500    204,375                                                    
  General Electric Company      8,200    590,400            FOOD PROCESSING - 0.8%                  
  Hubbell, Inc.                 1,000     65,750              Goodmark Foods, Inc.          5,200     92,300
  Littlefuse, Inc.*             1,000     36,750              Hershey Foods Corp.           1,400     91,000
                                                              Hormel Foods Corporation      1,000     24,625
ELECTRONICS - 0.7%                                            Kellogg Company               1,500    115,875
  Altera Corporation*           1,000     49,750              Sara Lee Corporation          4,500    143,438
  General Instrument Corporati  1,500     35,062                                                    
  Harman International Industr  1,050     42,130            FOREIGN TELECOMMUNICATIONS - 0.6%       
  Lam Research Corporation*     1,300     59,475              Ericsson Telephone            6,400    124,800
  Macromedia*                     800     41,800              Reuters Holdings PLC          2,400    132,300
  Molex, Inc.                   1,875     57,422              Vodafone Group PLC            2,100     74,025
  Symbol Technologies, Inc.*    2,000     79,000                                                    
  Ultratech Stepper, Inc.*      1,000     25,750            FURNITURE / HOME FURNISHINGS - 0.0%     
  Vishay Intertechnology, Inc.  1,500     47,250              Shaw Industries, Inc.         1,500     22,125
</TABLE>                                                                       
                                  See Notes To Financial Statements
                                  26

<PAGE>
                                  ADVANCE CAPITAL I, INC. - BALANCED FUND
                                  PORTFOLIO OF INVESTMENTS
                                  DECEMBER 31, 1995
- - --------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                        MARKET                                                      MARKET
COMMON STOCK                  SHARES    VALUE               COMMON STOCK                  SHARES    VALUE
- - ----------------------------- --------  ---------           ----------------------------- --------  ---------
<S>                             <C>    <C>                  <S>                             <C>    <C>
GROCERY - 0.1%                                              INSURANCE - 2.1%   (Continued)
  Safeway, Inc.*                1,600  $  82,400              Equitable of Iowa Companies   2,100  $  67,462
                                                              Humana, Inc.*                 1,500     41,062
HOMEBUILDING - 0.3%                                           MBIA, Inc.                    1,500    112,500
  Lennar Corporation            1,700     42,712              MGIC Investment Corporation   1,000     54,250
  Rouse Company                 7,000    142,625              Oxford Health Plans, Inc.*      800     59,100
                                                              Progressive Corporation of O  1,000     48,875
HOTEL / GAMING - 0.4%                                         Zurich Reinsurance Centre Ho  1,000     30,375
  G-Tech Holdings Corporation*  1,000     26,125                                                    
  Harrah's Entertainment, Inc.  1,100     26,675            MACHINERY - 1.4%                        
  HFS, Inc.*                    1,000     81,750              AGCO Corporation              1,000     51,000
  La Quinta Inns, Inc.          1,000     27,375              Alamo Group, Inc.             1,500     27,000
  Marcus Corporation            1,950     53,380              Briggs & Stratton Corporatio  1,200     52,050
  Mirage Resorts, Inc.*         1,000     34,500              Caterpillar, Inc.             1,800    105,750
                                                              Cummins Engine Company, Inc.  2,100     77,700
HOUSEHOLD PRODUCTS - 1.3%                                     Deere & Company               4,200    148,050
  Amway Asia Pacific Ltd.       1,000     35,625              Dover Corporation             5,200    191,750
  Clorox Company                1,900    136,088              GATX Corporation                700     34,038
  Colgate-Palmolive Company     3,100    217,775              Greenfield Industries, Inc.     900     28,125
  Kimberly-Clark Corporation    2,900    239,975              JLG Industries, Inc.            600     17,850
  Lancaster Colony Corporation  1,000     37,250              Parker-Hannifin Corporation   1,050     35,962
  Proctor & Gamble Company      1,200     99,600              TriMas Corporation            1,500     28,125
                                                              Trinova Corporation           2,100     60,113
INDUSTRIAL PRODUCTS - 0.0%                                                                          
  Watts Industries, Inc.        1,000     23,250            MANUFACTURED HOUSING - 0.1%             
                                                              Oakwood Homes Corporation     1,000     38,375
INDUSTRIAL SERVICES - 0.5%                                                                          
  Equifax, Inc.                 4,600     98,325            MARITIME - 0.1%                         
  Kelly Services, Inc.            700     19,425              American President Co's., Lt  2,000     46,000
  Manpower, Inc.                1,500     42,188                                                    
  PHH Corporation               1,600     74,800            MEDICAL SERVICES - 1.2%                 
  Sylvan Learning Systems*      1,300     38,675              Health Care & Retirement Cor  3,900    136,500
                                                              Health Management Associates  2,475     64,659
INSURANCE - 2.1%                                              Horizon/CMS Healthcare Corp.  2,000     50,500
  AFLAC, Inc.                   1,600     69,400              Mid Atlantic Medical Service  1,300     31,525
  Allstate Corporation          3,615    148,667              Omnicare, Inc.                1,400     62,650
  AMBAC, Inc.                   1,300     60,938              OrNda HealthCorp*             1,000     23,250
  American International Group  4,125    381,562              United HealthCare Corporatio  2,300    150,363
  Aon Corporation               3,500    174,563              Universal Health Services, I  1,100     48,813
</TABLE>
                                      See Notes To Financial Statements
                                  27

<PAGE>
                                  ADVANCE CAPITAL I, INC. - BALANCED FUND
                                  PORTFOLIO OF INVESTMENTS
                                  DECEMBER 31, 1995
- - --------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                        MARKET                                                      MARKET
COMMON STOCK                  SHARES    VALUE               COMMON STOCK                  SHARES    VALUE
- - ----------------------------- --------  ---------           ----------------------------- --------  ---------
<S>                             <C>    <C>                  <S>                             <C>    <C>
MEDICAL SERVICES - 1.2%   (Continued)                       OILFIELD SERVICES - 0.8%                
  U.S. Healthcare, Inc.         1,500  $  69,750              Baker Hughes, Inc.            3,000  $  73,125
  Vencor, Inc.*                 3,100    100,750              BJ Services Company/Warrants  1,200      9,150
                                                              Halliburton Company           3,500    177,188
MEDICAL SUPPLIES - 1.4%                                       Pride Petroleum Services, In  2,800     29,750
  Abbott Laboratories           3,600    150,300              Schlumberger, Ltd.            1,000     69,250
  Amsco International, Inc.*    1,500     22,312              Smith International, Inc.*    2,300     54,050
  Baxter International, Inc.    2,000     83,750              Triton Energy Corporation*      700     40,163
  Cardinal Health, Inc.         1,200     65,700                                                    
  Cordis Corporation*           1,400    140,700            PACKAGING & CONTAINER - 0.1%            
  Johnson & Johnson               700     59,938              Sealed Air Corporation*       2,000     56,250
  McKesson Corporation          2,000    101,250                                                    
  Medtronic, Inc.               1,800    100,575            PAPER & FOREST PRODUCTS - 0.7%          
  Summit Technology, Inc.*      1,050     35,438              International Paper Company   8,000    303,000
  Sybron Corporation*           2,000     47,500              Weyerhaeuser Company          1,000     43,250
                                                              Willamette Industries, Inc.     800     45,000
METAL FABRICATING - 0.0%                                                                            
  Trinity Industries, Inc.        800     25,200            PETROLEUM - 4.4%                        
                                                              Amerada Hess Corporation        600     31,800
METALS & MINING - 0.7%                                        Amoco Corporation             2,400    172,500
  Aluminum Company of America   4,000    211,500              Apache Corporation            1,800     53,100
  Inco Limited                  2,000     66,500              Ashland Oil, Inc.             1,800     63,225
  Kennametal, Inc.              1,000     31,750              Atlantic Richfield Company    1,000    110,750
  Magma Copper Company*         1,000     27,875              British Petroleum Co. PLC     1,000    102,125
  Placer Dome, Inc.             2,500     60,312              Devon Energy Corporation      1,500     38,250
                                                              Exxon Corporation             6,300    504,788
NATURAL GAS - 0.7%                                            Mobil Corporation             5,000    560,000
  Enron Corporation             5,400    205,875              Noble Affiliates, Inc.        2,800     83,650
  Panhandle Eastern Corporatio  5,300    147,738              Royal Dutch/Shell Transport   3,400    479,825
  Sonat, Inc.                   1,800     64,125              Sun Company, Inc.             4,910    134,410
                                                              Tosco Corporation             1,000     38,125
NEWSPAPER - 0.2%                                              Union Texas Petroleum Holdin  6,700    129,813
  Central Newspapers, Inc.      1,000     31,375              United Meridian Corporation*  1,000     17,375
  Gannett Company, Inc.         1,900    115,900              USX-Marathon Group            3,500     68,250
                                                                                                    
OFFICE EQUIPMENT & SUPPLIES - 0.6%                          PRECISION EQUIPMENT - 0.5%              
  Danka Business Systems PLC    1,000     37,000              Eastman Kodak Company         2,900    194,300
  Reynolds & Reynolds Company   2,800    108,850              Tektronix, Inc.               1,000     49,125
  Xerox Corporation             1,500    205,500              Teleflex, Inc.                1,000     41,000
</TABLE>
                                      See Notes To Financial Statements
                                  28

<PAGE>
                                  ADVANCE CAPITAL I, INC. - BALANCED FUND
                                  PORTFOLIO OF INVESTMENTS
                                  DECEMBER 31, 1995
- - -------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                        MARKET                                                      MARKET
COMMON STOCK                  SHARES    VALUE               COMMON STOCK                  SHARES    VALUE
- - ----------------------------- --------  ---------           ----------------------------- --------  ---------
<S>                             <C>    <C>                  <S>                             <C>    <C>
PUBLISHING - 0.5%                                           RETAIL STORE - 1.8%                     
  Edmark Corporation*           1,000  $  31,500              AutoZone, Inc.*               1,000  $  28,875
  McGraw-Hill, Inc.             1,500    130,688              Bed Bath & Beyond, Inc.*      2,700    104,794
  Reader's Digest Association,  1,000     51,250              Circuit City Stores, Inc.     2,200     60,775
  Value Line, Inc.              2,500     96,250              Dollar General Corporation    4,000     83,000
                                                              Fingerhut Companies, Inc.     1,000     13,875
RAILROAD - 0.7%                                               Gap, Inc.                       500     21,000
  Conrail, Inc.                 1,500    105,000              General Nutrition Companies*  1,200     27,600
  Kansas City Southern Ind., I  2,000     91,500              Heilig-Meyers Company         1,000     18,375
  Union Pacific Corporation     2,000    132,000              J.C. Penney Company           1,100     52,388
  Wisconsin Central Transporta  1,000     65,750              Lowe's Companies, Inc.        1,400     46,900
                                                              Men's Wearhouse, Inc.*        1,500     38,625
REAL ESTATE INVESTMENT TRUST - 0.9%                           Michaels Stores, Inc.*        1,000     13,750
  DeBartolo Realty Corporation  5,000     65,000              Office Depot, Inc.*           2,900     56,912
  Federal Realty Investment Tr  2,400     54,600              Pep Boys-Manny, Moe & Jack    1,000     25,625
  Meditrust Corporation         2,500     87,188              Sears, Roebuck & Company      3,900    152,100
  National Health Investors, I  1,600     53,000              Starbucks Corporation*        4,000     84,000
  Nationwide Health Properties  2,000     84,000              Tandy Corporation             3,100    128,650
  Security Capital Pacific Tru  2,000     39,500              Viking Office Products, Inc.  2,200    102,300
  Starwood Lodging Trust        2,500     74,375              Zale Corporation*             1,000     16,125
  Weingarten Realty Investors   2,200     83,600                                                    
                                                            SECURITIES BROKERAGE - 0.3%             
RECREATION - 0.9%                                             Bear Stearns Companies, Inc.  2,533     50,343
  Brunswick Corporation         3,000     72,000              Charles Schwab Corporation    3,000     60,000
  Callaway Golf Company         2,400     54,300              Investment Technology Group*  1,000      9,250
  Carmike Cinemas, Inc. *       3,000     67,500              Merrill Lynch & Company, Inc  1,200     61,200
  Carnival Corporation          2,000     48,750                                                    
  Electronic Arts, Inc.*        1,700     44,412            SEMICONDUCTOR - 1.3%                    
  Gaylord Entertainment Compan  1,050     29,138              Applied Materials, Inc.*      2,600    102,375
  Harley-Davidson, Inc.         2,000     57,500              Atmel Corporation*            2,000     44,750
  Time Warner, Inc.             1,200     45,300              Integrated Device Technology  2,800     36,050
  Walt Disney Company           2,200    129,800              Intel Corporation             2,400    136,200
                                                              International Rectifier Corp  2,000     50,000
RESTAURANT - 0.6%                                             Linear Technology Corporatio  2,200     86,350
  Apple South, Inc.             1,500     32,250              Maxim Integrated Products, I  3,400    130,900
  McDonald's Corporation        6,000    270,750              National Semiconductor Corp.  2,000     44,500
  Outback Steakhouse, Inc.*     2,250     80,719              Texas Instruments, Inc.       2,400    123,600
</TABLE>
                                      See Notes To Financial Statements
                                  29

<PAGE>
                                  ADVANCE CAPITAL I, INC. - BALANCED FUND
                                  PORTFOLIO OF INVESTMENTS
                                  DECEMBER 31, 1995
- - --------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                        MARKET                                                      MARKET
COMMON STOCK                  SHARES    VALUE               COMMON STOCK                  SHARES    VALUE
- - ----------------------------- --------  ---------           ----------------------------- --------  ---------
<S>                            <C>     <C>                  <S>                             <C>    <C>
SHOE - 0.1%                                                 TIRE & RUBBER - 0.2%                    
  Wolverine World Wide, Inc.    1,050  $  33,075              Goodyear Tire & Rubber Compa  2,600  $ 117,975
                                                                                                    
STEEL - 0.3%                                                TOBACCO - 0.8%                          
  Nucor Corporation             1,500     85,688              American Brands, Inc.         2,000     89,250
  Worthington Industries        4,000     83,250              Philip Morris Companies, Inc  4,300    388,075
                                                              Schweitzer-Mauduit Int'l, In    290      6,706
TELECOMMUNICATIONS EQUIPMENT - 0.6%                                                                 
  Andrew Corporation*           1,050     40,163            TOILETRIES / COSMETICS - 0.2%           
  Ascend Communications, Inc.*    500     40,562              Gillette Company              2,600    135,525
  Cidco, Inc.*                    800     20,400                                                    
  Coherent Commun. Systems Cor    500      9,625            TOYS - 0.1%                             
  DSC Communications Corp.*     1,800     66,375              Mattel, Inc.                  2,500     76,875
  Tellabs, Inc.*                1,200     44,400                                                    
  U.S. Robotics, Inc.*          1,200    105,300            TRUCKING & TRANSPORT LEASING - 0.2%     
                                                              M.S. Carriers, Inc.*          1,000     20,000
TELECOMMUNICATIONS SERVICE - 4.3%                             Ryder System, Inc.            1,000     24,750
  ALLTEL Corporation            2,000     59,000              Werner Enterprise, Inc.       3,100     62,775
  Ameritech Corporation         4,200    247,800                                                      ------
  AT&T Corporation              1,500     97,125            TOTAL COMMON STOCK - 63.1%
  Bell Atlantic Corporation     4,100    274,188              (Cost $27,687,645)                   $37,385,382
  BellSouth Corporation        10,000    433,750                                                    ==========
  Cellular Commun. of Puerto R  1,000     27,750
  Centennial Cellular Corporat  1,000     17,125
  Frontier Corporation          1,600     48,000
  GTE Corporation              13,500    592,313
  LCI International, Inc.*      3,000     61,500
  Pacific Telesis Group         4,000    134,000
  Paging Network, Inc.*         2,000     48,750
  SBC Communications, Inc.      5,900    337,775
  U.S. West Communications Gro  4,000    143,000
  United States Cellular Corpo    600     20,100
                                        
TEXTILES - 0.0%                         
  Unifi, Inc.                   1,300     28,925
                                        
THRIFT - 0.5%                           
  Federal Home Loan Mortgage C  1,000     83,500
  Federal National Mortgage As  1,700    211,012
  JSB Financial Corporation     1,000     31,625
</TABLE>                                        
* Securities are non - income producing

                                      See Notes To Financial Statements
                                  30

<PAGE>
                                  ADVANCE CAPITAL I, INC. - BALANCED FUND
                                  PORTFOLIO OF INVESTMENTS
                                  DECEMBER 31, 1995
- - --------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                      S & P
FIXED INCOME SECURITIES               CREDIT                             PRINCIPAL     MARKET
ISSUE                                 RATING      COUPON    MATURITY     AMOUNT        VALUE
- - -----------------------------------   ---------   -------   ---------    ----------    -----------
<S>                                     <C>        <C>      <C>         <C>           <C>
AEROSPACE / DEFENSE - 0.4%
   Lockheed Corporation                 A-         9.375    10/15/99    $  100,000    $   111,827
   Rockwell International Corp.         AA-        8.875    09/15/99       100,000        110,280
                                                                         
AUTO & TRUCK - 1.0%                                                      
   General Motors Corporation           A-         9.125    07/15/01       500,000        570,469
                                                                         
BANK - 4.1%                                                              
   Bankers Trust New York Corp.         A          9.500    06/14/00       250,000        285,665
   Chase Manhattan Corp.                A-         6.750    08/15/08       400,000        408,750
   First Chicago NBD Corporation        A          8.100    03/01/02       500,000        549,532
   First Union Corporation              A-         8.000    08/15/09       500,000        549,063
   First Union Corporation              A-         9.450    06/15/99       100,000        110,620
   Morgan, J.P. & Company               AA         8.500    08/15/03       500,000        568,595
                                                                         
CHEMICAL - 1.0%                                                          
   Monsanto Company                     A          8.875    12/15/09       500,000        615,938
                                                                         
DIVERSIFIED - 1.1%                                                       
   United Technologies Corporation      A+         9.625    05/15/99       100,000        101,141
   Whitman Corporation                  BBB+       8.250    02/15/07       500,000        568,333
                                                                         
ELECTRIC & GAS UTILITIES - 5.6%                                          
   Alabama Power Company                A+         8.500    05/01/22       500,000        535,484
   Florida Power & Light Company        AA-        7.875    01/01/13       500,000        528,374
   Georgia Power Company                A+         7.625    03/01/23       450,000        462,015
   Hydro Quebec                         A+         7.000    03/01/05       500,000        522,118
   Potomac Edison Company               A+         7.750    05/01/25       500,000        545,321
   Public Service Electric & Gas        A-         7.000    09/01/24       200,000        197,125
   Virginia Electric & Power Company    A          8.000    03/01/04       500,000        561,319
                                                                         
FOOD PROCESSING - 0.9%                            
   Nabisco, Inc.                        BBB        7.050    07/15/07       500,000        513,328
                                                  
FINANCIAL SERVICES - 3.1%                                                
   Associated Corporation of North Ame  AA-        8.700    01/01/97       200,000        205,875
   Ford Holdings, Inc.                  A+         9.250    03/01/00       475,000        530,961
   General Electric Capital Corporatio  AAA        7.750    03/15/02       500,000        549,719
   Loews Corporation                    AA-        8.250    01/15/07       500,000        529,524
</TABLE>
                                      See Notes To Financial Statements
                                  31

<PAGE>
                                  ADVANCE CAPITAL I, INC. - BALANCED FUND
                                  PORTFOLIO OF INVESTMENTS
                                  DECEMBER 31, 1995
- - -------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                      S & P
FIXED INCOME SECURITIES               CREDIT                             PRINCIPAL     MARKET
ISSUE                                 RATING      COUPON    MATURITY     AMOUNT        VALUE
- - -----------------------------------   ---------   -------   ---------    ----------    -----------
<S>                                   <C>          <C>      <C>         <C>           <C>
FOREIGN GOVERNMENT - 2.6%                                                
   Province of Nova Scotia              A-         7.250    07/27/13    $  500,000    $   523,907
   Province of Quebec                   A+         8.800    04/15/03       350,000        401,078
   Province of Saskatchewan             BBB+       9.375    12/15/20       500,000        646,069
                                                                         
GOVERNMENTAL AGENCY - 0.8%                                               
   Federal National Mortgage Associat Not Rated    5.520    04/13/98       500,000        496,800
                                                                         
INSURANCE - 2.2%                                                         
   Chubb Corporation                    AA+        8.750    11/15/99        80,000         85,325
   CIGNA Corporation                    BBB+       8.250    01/01/07       500,000        577,417
   Farmers Group, Inc.                  A          8.250    07/15/96       200,000        202,525
   Metropolitan Life Insurance Co.*     AA         7.450    11/01/23       450,000        452,299
                                                                         
METALS & MINING - 0.9%                            
   Placer Dome, Inc.                    BBB        7.750    06/15/15       500,000        517,055
                                                  
NATURAL GAS - 0.8%                                                       
   Tennessee Gas Pipeline Company       BBB-       6.000    12/15/11       500,000        452,813
                                                                         
NEWSPAPER - 0.8%                                                         
   Knight-Ridder, Inc.                  AA-        9.875    04/15/09       100,000        132,406
   Tribune Company                      A+         8.450    02/25/98       300,000        316,849
                                                                         
OFFICE EQUIPMENT & SUPPLIES - 0.6%                                       
   Xerox Corporation                    A          9.200    07/15/99       100,000        101,692
   Xerox Corporation                    A          9.750    03/15/00       200,000        228,875
                                                                         
PACKAGING & CONTAINER - 0.7%                                             
   Crown Cork & Seal Company, Inc.      BBB+       8.375    01/15/05       390,000        442,640
                                                                         
PETROLEUM - 2.0%                                                         
   Atlantic Richfield Company           A          8.500    04/01/12       250,000        299,844
   BP America, Inc.                     AA-        8.750    02/01/03       320,000        371,169
   Louisiana Land & Exploration Co.     BBB        7.625    04/15/13       500,000        524,844
                                                                         
RAILROAD - 0.2%                                                          
   Union Pacific Railroad               AA-        9.500    02/15/99       100,000        102,974
</TABLE>
                                      See Notes To Financial Statements
                                  32

<PAGE>
                                  ADVANCE CAPITAL I, INC. - BALANCED FUND
                                  PORTFOLIO OF INVESTMENTS
                                  DECEMBER 31, 1995
- - -------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                      S & P
FIXED INCOME SECURITIES               CREDIT                             PRINCIPAL     MARKET
ISSUE                                 RATING      COUPON    MATURITY     AMOUNT        VALUE
- - -----------------------------------   ---------   -------   ---------    ----------    -----------
<S>                                     <C>        <C>      <C>         <C>           <C>
RETAIL STORE - 1.4%                                                      
   Dayton Hudson Corporation            BBB+       9.625    02/01/08    $  200,000    $   244,372
   Kmart Corporation                    BBB        8.125    12/01/06       500,000        376,094
   Sears, Roebuck & Company             BBB        9.000    09/15/96       100,000        102,063
   Sears, Roebuck & Company             BBB        8.550    08/01/96       100,000        101,500
                                                                         
SECURITIES BROKERAGE - 0.5%                                              
   Salomon, Inc.                        BBB        9.450    03/15/98       300,000        321,012
                                                                         
TELECOMMUNICATIONS SERVICE - 2.2%                                        
   AT&T Corporation                     AA         7.125    01/15/02       500,000        530,782
   NYNEX Corporation                    A          7.375    12/15/11       250,000        255,910
   Southwestern Bell Telephone Company  AA         7.375    05/01/12       500,000        511,566
                                                                         
TOBACCO - 0.8%                                                           
   Philip Morris Companies, Inc.        A          9.000    01/01/01       400,000        449,875
                                                                         
U.S. GOVERNMENT - 1.9%                                                   
   U.S. Treasury                                   6.500    08/15/05       500,000        533,047
   U.S. Treasury                                   7.875    11/15/04       500,000        579,063
                                                                                       -----------
TOTAL FIXED-INCOME SECURITIES - 35.6%
   (Cost $19,825,416)                                                                  21,113,241

TOTAL COMMON STOCK - 63.1%
   (Cost $27,687,645)                                                                  37,385,382
                                                                                       -----------
TOTAL INVESTMENTS IN SECURITIES - 98.7%
   (Cost $47,513,061)                                                                 $58,498,623
                                                                                      ===========
</TABLE>
* Security exempt from registration under Rule 144A of the
  Securities Act of 1933

                                      See Notes To Financial Statements
                                  33

<PAGE>
                            ADVANCE CAPITAL I, INC. - LONG TERM INCOME FUND
                            PORTFOLIO OF INVESTMENTS
                            DECEMBER 31, 1995
- - ---------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                      S & P
FIXED INCOME SECURITIES               CREDIT                              PRINCIPAL     MARKET
ISSUE                                 RATING      COUPON    MATURITY      AMOUNT        VALUE
- - -----------------------------------   ---------   -------   ----------    ----------    -----------
<S>                                     <C>        <C>       <C>         <C>           <C>
AIR TRANSPORT - 2.2%
   Federal Express Corporation          BBB        9.650     06/15/12    $   25,000    $    31,371
                                                                                        
BANK - 3.8%                                                                             
   Chemical Banking Corporation         A-         7.625     01/15/03        25,000         27,078
   Westpac Banking Corporation          A          9.125     08/15/01        25,000         28,539
                                                                                        
BEVERAGE - 2.0%                                                                         
   Coca-Cola Enterprises, Inc.          AA-        8.000     09/15/22        25,000         29,086
                                                                                        
CHEMICAL - 2.1%                                                                         
   Monsanto Company                     A          8.700     10/15/21        25,000         30,969
                                                                                        
COMPUTERS & PERIPHERALS - 1.9%                                                          
   Digital Equipment Corporation        BB+        8.625     11/01/12        25,000         27,268
                                                                                        
DIVERSIFIED - 4.4%                                                                      
   AlliedSignal, Inc.                   A          9.500     06/01/16        25,000         32,716
   United Technologies Corporation      A+         8.750     03/01/21        25,000         31,073
                                                                                        
ELECTRIC & GAS UTILITIES - 17.6%                                                        
   Consolidated Edison Co. of N.Y., In  A+         7.375     09/01/05        25,000         26,054
   Florida Power Corporation            AA-        8.625     11/01/21        50,000         55,984
   FPL Group Capital, Inc.              A+         7.625     05/01/13        25,000         26,273
   Houston Lighting & Power Co.         A          8.750     03/01/22        30,000         35,175
   Hydro Quebec                         A+         8.400     01/15/22        50,000         57,953
   Nevada Power Company                 BBB        8.500     01/01/23        25,000         27,865
   Texas Utilities Company              BBB+       6.750     03/01/03        25,000         25,817
                                                                                        
ELECTRICAL EQUIPMENT - 3.6%                                                             
   Philips Electronics N.V.             BBB+       7.250     08/15/13        25,000         26,125
   Westinghouse Electric Corp.          B+         8.625     08/01/12        25,000         25,414
                                                                                        
ENVIRONMENTAL - 1.9%                                                                    
   Laidlaw, Inc.                        BBB+       8.250     05/15/23        25,000         27,608
</TABLE>
                                      See Notes To Financial Statements
                                  34

<PAGE>
                            ADVANCE CAPITAL I, INC. - LONG TERM INCOME FUND
                            PORTFOLIO OF INVESTMENTS
                            DECEMBER 31, 1995
- - ---------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                      S & P
FIXED INCOME SECURITIES               CREDIT                              PRINCIPAL     MARKET
ISSUE                                 RATING      COUPON    MATURITY      AMOUNT        VALUE
- - -----------------------------------   ---------   -------   ----------    ----------    -----------
<S>                                     <C>       <C>        <C>         <C>           <C>  
FINANCIAL SERVICES - 10.0%                                                              
   Barclays North American Capital Cor  AA-        9.750     05/15/21    $   25,000    $    30,098
   Dean Witter Discover & Company       A          6.750     10/15/13        40,000         39,845
   Ford Motor Credit Corporation        A+         6.375     11/05/08        25,000         25,000
   General Motors Acceptance Corp.      A-         8.250     04/01/16        25,000         25,988
   Loews Corporation                    AA-        7.000     10/15/23        25,000         24,312
                                                                                        
FOOD PROCESSING - 4.9%                                                                  
   Borden, Inc.                         BBB-       9.250     06/15/19        25,000         27,956
   Dole Food Company, Inc.              BBB-       7.875     07/15/13        40,000         42,688
                                                                                        
FOREIGN GOVERNMENT - 4.1%                                                               
   Province of Ontario                  AA-        7.375     01/27/03        25,000         26,969
   Province of Saskatchewan             BBB+       9.375     12/15/20        25,000         32,304
                                                                                        
INSURANCE - 5.3%                                                                        
   CIGNA Corporation                    BBB+       7.400     01/15/03        25,000         26,212
   Metropolitan Life Insurance Co.*     AA         7.450     11/01/23        50,000         50,255
                                                                                        
MACHINERY - 2.0%                                                                        
   Caterpillar, Inc.                    A          9.750     06/01/19        25,000         28,998
                                                                                        
METALS & MINING - 2.0%                                                                  
   Alcan Aluminum Ltd.                  A-         8.875     01/15/22        25,000         28,606
                                                                                        
PAPER & FOREST PRODUCTS - 1.9%                                                          
   Georgia-Pacific Corporation          BBB-       9.125     07/01/22        25,000         28,133
                                                                                        
PETROLEUM - 3.6%                                                                        
   NOVA Gas Transmission                A-         7.875     04/01/23        25,000         27,886
   OXY USA, Inc.                        BBB        7.000     04/15/11        25,000         24,836
                                                                                        
RECREATION - 1.8%                                                                       
   Brunswick Corporation                BBB+       7.375     09/01/23        25,000         26,173
                                                                                        
RETAIL STORE - 5.1%                                                                     
   Dayton Hudson Corporation            BBB+      10.000     01/01/11        20,000         25,409
   Kmart Corporation                    BBB        8.375     07/01/22        25,000         16,906
   Sears, Roebuck & Company             BBB        9.375     11/01/11        25,000         31,260
</TABLE>
                                      See Notes To Financial Statements
                                  35

<PAGE>
                            ADVANCE CAPITAL I, INC. - LONG TERM INCOME FUND
                            PORTFOLIO OF INVESTMENTS
                            DECEMBER 31, 1995
- - ---------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                      S & P
FIXED INCOME SECURITIES               CREDIT                              PRINCIPAL     MARKET
ISSUE                                 RATING      COUPON    MATURITY      AMOUNT        VALUE
- - -----------------------------------   ---------   -------   ----------    ----------    -----------
<S>                                     <C>        <C>       <C>         <C>           <C>
SECURITIES BROKERAGE - 3.8%                                                             
   Lehman Brothers Holdings, Inc.       A          7.625     07/15/99    $   25,000    $    26,086
   Salomon, Inc.                        BBB        6.750     01/15/06        30,000         28,934
                                                                                        
TELECOMMUNICATIONS SERVICE - 7.4%                                                       
   Bell Telephone Co. Pennsylvania      AA         7.500     05/01/13        50,000         51,141
   NYNEX Corporation                    A          7.000     06/15/13        30,000         31,465
   Southwestern Bell Telephone Company  AA         7.375     05/01/12        25,000         25,578
                                                                                        
U. S. GOVERNMENT - 5.2%                                                                 
   U. S. Treasury                                  5.750     08/15/03        75,000         75,984
                                                                                            ------
TOTAL FIXED-INCOME SECURITIES - 96.6%
   (Cost $1,328,435)                                                                   $ 1,401,390
                                                                                         =========
</TABLE>
* Security exempt from registration under Rule 144A of the
  Securities Act of 1933

                                      See Notes To Financial Statements
                                  36
    
<PAGE>
                            ADVANCE CAPITAL I, INC. - RETIREMENT INCOME FUND
                            PORTFOLIO OF INVESTMENTS
                            DECEMBER 31, 1995
- - ----------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                      S & P 
FIXED INCOME SECURITIES               CREDIT     MATURITY                PRINCIPAL     MARKET
ISSUE                                 RATING     DATE        COUPON      AMOUNT        VALUE
- - -----------------------------------   --------   ---------   --------    ----------    -----------
<S>                                     <C>      <C>          <C>       <C>           <C>
ADVERTISING - 0.4%
   Heritage Media Corporation           BB-      06/15/02     11.000    $  500,000    $    535,634
                                                                                       
AEROSPACE / DEFENSE - 2.1%                                                             
   AAR Corporation                      BBB-     10/15/03      7.250       500,000         503,232
   Coltec Industries, Inc.              BB-      04/01/02     10.250       500,000         516,840
   Lockheed Corporation                 A+       03/15/23      7.875       500,000         550,415
   McDonnell Douglas Corporation        BBB      04/01/12      9.750     1,000,000       1,288,126
                                                                                       
AIR TRANSPORT - 2.6%                                                                   
   AMR Corporation                      BB+      03/15/00      9.750       100,000         110,594
   AMR Corporation                      BB+      08/01/12      9.000     1,000,000       1,129,689
   Delta Air Lines, Inc.                BB       02/01/11     10.375       500,000         622,032
   Federal Express Corporation          BBB      01/01/15      7.630       500,000         538,311
   United Airlines, Inc.                BB       07/15/21     10.250       500,000         624,688
   United Airlines, Inc.                BB       08/15/21      9.750       500,000         602,032
                                                                                       
APPAREL- 1.7%                                                                          
   Fruit of the Loom, Inc.              BBB+     03/15/11      7.000     1,000,000         945,911
   Phillips-Van Heusen Corp.            BBB      11/15/23      7.750     1,000,000       1,044,108
   Platex Family Products Corp.         B+       12/15/03      9.000       500,000         441,719
                                                                                       
AUTO PARTS - 0.4%                                                                      
   JPS Automotive Products Corp.        B        06/15/01     11.125       500,000         504,611
                                                                                       
AUTO & TRUCK - 1.4%                                                                    
   Ford Motor Company                   A+       11/15/22      8.875     1,000,000       1,170,314
   General Motors Corporation           A-       04/15/16      8.125       700,000         727,344
                                                                                       
BANK - 5.5%                                                                            
   Banc One Corporation                 A+       07/15/25      7.750     1,000,000       1,113,126
   Bank of Boston Corporation           BBB      12/01/05      6.625     1,000,000       1,018,126
   Chase Manhattan Corp.                A-       10/15/08      6.125     1,000,000         972,501
   Citicorp                             A        02/01/16     10.500       329,000         346,148
   Comerica Bank                        A-       12/01/13      7.125     1,000,000       1,016,143
   NCNB Corporation                     A-       07/15/15     10.200     1,000,000       1,353,750
   Republic New York Corporation        AA-      05/15/21      9.125     1,000,000       1,285,450
   Westpac Banking Corporation          A        08/15/01      9.125       500,000         570,782
</TABLE>
                                      See Notes To Financial Statements
                                  37

<PAGE>
                            ADVANCE CAPITAL I, INC. - RETIREMENT INCOME FUND
                            PORTFOLIO OF INVESTMENTS
                            DECEMBER 31, 1995
- - ----------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                      S & P 
FIXED INCOME SECURITIES               CREDIT     MATURITY                PRINCIPAL     MARKET
ISSUE                                 RATING     DATE        COUPON      AMOUNT        VALUE
- - -----------------------------------   --------   ---------   --------    ----------    -----------
<S>                                     <C>      <C>          <C>       <C>           <C>     
BEVERAGE - 0.8%                                                                        
   Anheuser Busch Companies, Inc.       AA-      03/01/17      8.500    $1,000,000    $  1,045,187
                                                                                       
BROADCASTING / CABLE TV - 3.9%                                                         
   Cablevision Industries Corp.         BB-      01/30/02     10.750       400,000         436,825
   Century Communications Corp.         BB-      03/01/05      9.500     1,000,000       1,036,039
   Century Communications Corp.         BB-      02/15/02      9.750       250,000         258,438
   Comcast Cablevision                  B+       01/15/08      9.500       500,000         524,063
   Continental Cablevision, Inc.        BB+      08/01/13      9.500       500,000         534,063
   Jones Intercable, Inc.               B+       03/01/08     10.500       200,000         212,840
   Jones Intercable, Inc.               B+       07/15/04     11.500       250,000         276,299
   Tele-Communications, Inc.            BBB-     02/15/23      8.750       500,000         524,376
   Tele-Communications, Inc.            BBB-     01/15/23      9.250       760,000         832,438
   Turner Broadcasting System, Inc.     BB+      07/01/13      8.375       750,000         780,000
                                                                                       
BUILDING MATERIALS- 0.7%                                                               
   American Standard, Inc.              B+       06/01/01      9.875       350,000         375,594
   Schuller International Group         BB-      12/15/04     10.875       500,000         562,736
                                                                                       
BUILDING - 2.5%                                                                        
   Ryland Group                         BB-      07/15/02     10.500     1,050,000       1,053,339
   Sherritt Gordon Ltd.                 BB-      04/01/03      9.750     1,000,000       1,015,000
   Standard Pacific Corporation         BB       03/01/00     10.500       300,000         308,660
   Toll Corporation                     BB-      03/15/02     10.500       550,000         582,360
   U.S. Home Corporation                BB-      06/15/03      9.750       500,000         524,917
                                                                                       
CHEMICAL - 1.2%                                                                        
   Arcadian Partners, L.P.              BB-      05/01/05     10.750       500,000         530,275
   Borden Chemicals and Plastics, L.P.  BB+      05/01/05      9.500       500,000         519,557
   Union Carbide Chemicals & Plastics   BBB      04/01/23      7.875       600,000         664,275
                                                                                       
COMPUTER & PERIPHERALS - 2.1%                                                          
   Digital Equipment Corporation        BB+      11/01/12      8.625     1,200,000       1,308,871
   International Business Machines Cor  A        11/01/19      8.375     1,000,000       1,198,439
   Unisys Corporation                   BB-      09/15/16      9.750       200,000         166,000
   Unisys Corporation                   BB-      10/01/99     10.625       250,000         222,578
</TABLE>
                                      See Notes To Financial Statements
                                  38

<PAGE>
                            ADVANCE CAPITAL I, INC. - RETIREMENT INCOME FUND
                            PORTFOLIO OF INVESTMENTS
                            DECEMBER 31, 1995
- - ----------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                      S & P 
FIXED INCOME SECURITIES               CREDIT     MATURITY                PRINCIPAL     MARKET
ISSUE                                 RATING     DATE        COUPON      AMOUNT        VALUE
- - -----------------------------------   --------   ---------   --------    ----------    -----------
<S>                                     <C>      <C>          <C>       <C>           <C>
DIVERSIFIED - 0.9%                                                                     
   Tenneco, Inc.                        BBB-     11/15/12      9.000    $  500,000    $    606,407
   Textron, Inc.                        BBB      07/01/22      8.750       581,000         637,207
                                                                                       
ELECTRIC & GAS UTILITIES - 11.8%                                                       
   Alabama Power Company                A+       12/01/24      9.000     1,000,000       1,148,402
   Cleveland Electric Illuminating Com  BB       03/01/17      9.375       500,000         502,270
   Duke Power Company                   AA-      03/01/22      8.625       500,000         537,681
   Florida Power & Light Company        AA-      01/01/13      7.875       500,000         528,374
   FPL Group Capital, Inc.              A+       05/01/13      7.625       500,000         525,450
   Georgia Power Company                A+       02/01/23      7.950     1,000,000       1,055,939
   Hydro Quebec                         A+       01/15/22      8.400       800,000         927,250
   Indianapolis Power & Light Co.       AA-      02/01/24      7.050     1,000,000       1,024,950
   Long Island Lighting Company         BB+      07/15/19      8.900       473,000         472,705
   Midland Cogeneration Venture         BB-      07/23/02     10.330       432,577         448,530
   Monongahela Power                    A+       06/01/22      8.500     1,500,000       1,604,850
   New Orleans Public Service, Inc.     BBB      03/01/23      8.000       600,000         630,625
   Northern Illinois Gas Company        AA       08/15/21      8.875     1,000,000       1,071,576
   Philadelphia Electric Company        BBB+     09/01/22      8.250     1,000,000       1,071,564
   Potomac Electric Power Company       A        06/01/21      9.000     1,000,000       1,150,005
   Public Service Electric & Gas        A-       09/01/24      7.000     1,000,000         985,626
   Southern California Edison Co.       A+       12/01/17      8.375       655,000         667,779
   Virginia Electric & Power Company    A        10/01/24      8.625     1,000,000       1,141,564
   West Penn Power Company              A+       08/01/24      8.125     1,000,000       1,135,277
                                                                                       
ELECTRIC EQUIPMENT - 1.9%                                                              
   Essex Group, Inc.                    B+       05/01/03     10.000     1,000,000         985,255
   Philips Electronics N.V.             BBB+     08/15/13      7.250     1,000,000       1,045,002
   Westinghouse Electric Corp.          B+       06/01/01      8.875       250,000         263,857
   Westinghouse Electric Corp.          B+       08/01/12      8.625       375,000         381,211
                                                                                       
ELECTRONICS - 0.8%                                                                     
   ADT Operations, Inc.                 BB+      08/01/03      9.250       500,000         529,688
   Rogers Communications, Inc.          BB-      04/15/04     10.875       500,000         525,000
                                                                                       
ENVIRONMENTAL - 0.8%                                                                   
   Laidlaw, Inc.                        BBB+     05/15/23      8.250     1,000,000       1,104,340
</TABLE>
                                      See Notes To Financial Statements
                                  39

<PAGE>
                            ADVANCE CAPITAL I, INC. - RETIREMENT INCOME FUND
                            PORTFOLIO OF INVESTMENTS
                            DECEMBER 31, 1995
- - ----------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                      S & P 
FIXED INCOME SECURITIES               CREDIT     MATURITY                PRINCIPAL     MARKET
ISSUE                                 RATING     DATE        COUPON      AMOUNT        VALUE
- - -----------------------------------   --------   ---------   --------    ----------    -----------
<S>                                     <C>      <C>          <C>       <C>           <C>
FINANCIAL SERVICES - 2.1%                                                              
   Auburn Hills Trust                   A-       05/01/20     12.000    $  400,000    $    611,079
   CRA Finance USA, Ltd.                AA-      12/01/13      7.125       500,000         516,136
   Dean Witter Discover & Company       A        10/15/13      6.750     1,250,000       1,245,159
   Keystone Group, Inc.                 BB-      09/01/03      9.750       500,000         505,012
                                                                                       
FOOD PROCESSING - 2.0%                                                                 
   Chiquita Brands Int'l, Inc.          B+       01/15/04      9.625     1,000,000       1,020,057
   ConAgra, Inc.                        BBB-     03/01/21      9.750       500,000         652,657
   Nabisco, Inc.                        BBB      06/15/15      7.550     1,000,000       1,052,933
                                                                                       
FOREIGN GOVERNMENT - 4.0%                                                              
   Province of Newfoundland             BBB+     10/22/22      8.650     1,000,000       1,165,852
   Province of Nova Scotia              A-       07/27/13      7.250     1,000,000       1,047,814
   Province of Quebec                   A+       12/01/26      8.625     1,000,000       1,190,199
   Province of Saskatchewan             BBB+     02/01/13      8.000     1,000,000       1,122,712
   Republic of Finland                  AA-      04/01/28      9.625     1,000,000       1,109,320
                                                                                       
GROCERY - 1.4%                                                                         
   Penn Traffic Company                 BB-      02/15/02     10.250     1,000,000         951,870
   Ralph's Grocery Company              B        06/15/04     10.450       250,000         254,297
   Ralph's Grocery Company              B-       06/15/05     13.750       194,000         206,987
   Safeway, Inc.                        BB+      03/15/07      9.875       450,000         509,530
                                                                                       
HOTEL / GAMING - 1.7%                                                                  
   Caesars World, Inc.                  BBB-     08/15/02      8.875       500,000         535,092
   California Hotel Finance Corp.       BB-      12/01/02     11.000       400,000         426,014
   Empress River Casino Finance Corp.   BB       04/01/02     10.750       500,000         518,689
   Showboat, Inc.                       BB-      05/01/08      9.250       400,000         401,125
   Station Casinos                      B+       06/01/03      9.625       500,000         495,485
                                                                                       
INSURANCE - 7.0%                                                                       
   Aetna Life & Casualty Company        A-       09/15/13      6.750     1,000,000         976,251
   CIGNA Corporation                    BBB+     03/01/23      7.650       500,000         515,626
   CNA Financial Corporation            A-       11/15/23      7.250     1,000,000       1,005,094
   Continental Corporation              BBB-     08/15/12      8.375       600,000         682,646
   Kaufman & Broad Home Corp.           BB-      05/01/03      9.375     1,000,000         998,537
   Leucadia National Corporation        BBB+     08/15/13      7.750       910,000         863,059
</TABLE>
                                      See Notes To Financial Statements
                                  40

<PAGE>
                            ADVANCE CAPITAL I, INC. - RETIREMENT INCOME FUND
                            PORTFOLIO OF INVESTMENTS
                            DECEMBER 31, 1995
- - ----------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                      S & P 
FIXED INCOME SECURITIES               CREDIT     MATURITY                PRINCIPAL     MARKET
ISSUE                                 RATING     DATE        COUPON      AMOUNT        VALUE
- - -----------------------------------   --------   ---------   --------    ----------    -----------
<S>                                     <C>      <C>          <C>       <C>           <C>
INSURANCE - 7.0%   (Continued)
   MBIA, Inc.                           AA       10/01/22      8.200    $2,000,000    $  2,264,016
   Metropolitan Life Insurance Co.*     AA       11/01/23      7.450       500,000         502,555
   Penncorp Financial Group, Inc.       BB+      12/15/03      9.250       500,000         477,500
   Reliance Group Holdings, Inc.        BB+      11/15/00      9.000     1,000,000       1,030,000
   Vesta Insurance Group                BBB+     07/15/25      8.750       500,000         554,476
                                                                                       
MEDICAL SERVICES - 1.6%                                                                
   Abbey Healthcare Group, Inc.         BB+      11/01/02      9.500       500,000         534,258
   Columbia/HCA Healthcare Corporation  BBB+     12/15/14      9.000     1,000,000       1,216,321
   HEALTHSOUTH Rehabilitation           B        04/01/01      9.500       500,000         535,704
                                                                                       
MEDICAL SUPPLIES - 0.5%                                                                
   Cardinal Health, Inc.                A-       02/15/04      6.500       700,000         711,021
                                                                                       
METALS & MINING - 2.4%                                                                 
   Alcan Aluminum Ltd.                  A-       01/15/22      8.875     1,000,000       1,144,236
   Inco Ltd.                            BBB-     06/15/22      9.600       500,000         586,380
   Kaiser Aluminum & Chemical Corp.     B-       02/01/03     12.750       500,000         526,298
   Placer Dome, Inc.                    BBB      06/15/15      7.750     1,000,000       1,034,109
                                                                                       
NATURAL GAS - 1.5%                                                                     
   Consolidated Natural Gas Company     AA-      12/01/11      8.625     1,000,000       1,059,098
   Seagull Energy                       BB-      08/01/05      8.625     1,000,000         969,169
                                                                                       
OILFIELD SERVICES - 0.2%                                                               
   Rowan Companies, Inc.                B+       12/01/01     11.875       250,000         271,485
                                                                                       
PACKAGING & CONTAINERS - 0.5%                                                          
   Container Corp. of America           B+       04/01/03      9.750       400,000         389,875
   Owens Illinois, Inc.                 B+       08/15/04      9.750       250,000         261,407
                                                                                       
PAPER & FOREST PRODUCTS - 3.1%                                                         
   Bowater, Inc.                        BBB      10/15/12      9.500       700,000         868,337
   Domtar, Inc.                         BB       03/15/99     11.750       750,000         839,535
   Fort Howard Corporation              B        03/15/03     10.000       400,000         414,428
   Georgia-Pacific Corporation          BBB-     07/01/22      9.125     1,000,000       1,125,314
   Sweetheart Corporation, Inc.         B+       09/01/00      9.625     1,000,000       1,031,374
</TABLE>
                                      See Notes To Financial Statements
                                  41

<PAGE>
                            ADVANCE CAPITAL I, INC. - RETIREMENT INCOME FUND
                            PORTFOLIO OF INVESTMENTS
                            DECEMBER 31, 1995
- - ----------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                      S & P 
FIXED INCOME SECURITIES               CREDIT     MATURITY                PRINCIPAL     MARKET
ISSUE                                 RATING     DATE        COUPON      AMOUNT        VALUE
- - -----------------------------------   --------   ---------   --------    ----------    -----------
<S>                                     <C>      <C>          <C>       <C>           <C>
PETROLEUM - 6.4%                                                                       
   ANR Pipeline Company                 BBB-     11/01/21      9.625    $1,000,000    $  1,277,624
   Clark Oil & Refining Corporation     BB       09/15/04      9.500       650,000         672,536
   Diamond Shamrock R & M, Inc.         BBB      04/01/23      8.000       600,000         646,318
   Louisiana Land & Exploration Co.     BBB      04/15/13      7.625     1,000,000       1,049,689
   Maxus Energy Corporation             BB-      11/01/03      9.375       750,000         743,154
   Maxus Energy Corporation             BB-      02/15/03      9.500     1,000,000       1,012,668
   NOVA Gas Transmission                A-       04/01/23      7.875       600,000         669,269
   OXY USA, Inc.                        BBB      04/15/11      7.000     1,000,000         993,439
   Phillips Petroleum Company           BBB      01/01/23      8.490     1,000,000       1,093,967
   USX Corporation                      BB+      02/15/12      9.375       750,000         879,376
                                                                                       
RAILROAD - 0.4%                                                                        
   Kansas City Southern Industries, In  BBB+     07/01/22      8.800       500,000         564,535
                                                                                       
REAL ESTATE INVESTMENT TRUST - 0.6%                                                    
   Taubman Realty Group Ltd.            BBB      10/01/03      7.000       750,000         769,387
                                                                                       
RECREATION - 1.8%                                                                      
   Bally's Health & Tennis Corp.        B-       01/15/03     13.000       500,000         420,663
   Brunswick Corporation                BBB+     09/01/23      7.375       975,000       1,020,727
   Time Warner, Inc.                    BBB-     01/15/13      9.125     1,000,000       1,130,000
                                                                                       
RETAIL STORE - 4.7%                                                                    
   Best Buy, Inc.                       B+       10/01/00      8.625     1,000,000         991,862
   Dayton Hudson Corporation            BBB+     08/01/23      7.650       750,000         778,542
   Genesco, Inc.                        B        02/01/03     10.375       425,000         385,240
   Hechinger Company                    BB-      11/15/12      9.450       600,000         437,880
   Kmart Corporation                    BBB      10/01/12      7.750     1,000,000         627,810
   May Department Stores                A        12/01/16      9.125     1,000,000       1,056,347
   Rite-Aid Corporation                 A-       08/15/13      6.875     1,000,000         986,250
   Sears, Roebuck & Company             BBB      11/01/11      9.375     1,000,000       1,250,408
                                                                                       
SECURITIES BROKERAGE - 3.9%                                                            
   Bear Stearns Companies, Inc.         A        01/15/04      6.625     1,000,000       1,012,501
   Goldman Sachs Group*                 A+       03/01/13      8.000     1,000,000         983,850
   Lehman Brothers, Inc.                A        05/15/05     11.625     1,023,000       1,374,358
   Morgan Stanley Group, Inc.           A+       10/01/13      7.000     1,000,000       1,007,189
   Paine Webber Group, Inc.             BBB+     02/15/14      7.625     1,000,000       1,040,154
</TABLE>
                                      See Notes To Financial Statements
                                  42

<PAGE>
                            ADVANCE CAPITAL I, INC. - RETIREMENT INCOME FUND
                            PORTFOLIO OF INVESTMENTS
                            DECEMBER 31, 1995
- - ----------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                      S & P 
FIXED INCOME SECURITIES               CREDIT     MATURITY                PRINCIPAL     MARKET
ISSUE                                 RATING     DATE        COUPON      AMOUNT        VALUE
- - -----------------------------------   --------   ---------   --------    ----------    -----------
<S>                                     <C>      <C>          <C>       <C>           <C>
STEEL - 1.1%                                                                           
   AK Steel Corporation                 BB-      04/01/04     10.750    $  500,000    $    557,582
   Jorgensen, Earle M. Company          B        03/01/00     10.750       500,000         461,565
   Wheeling-Pittsburgh Corporation      BB-      11/15/03      9.375       500,000         476,407
                                                                                       
TELECOMMUNICATIONS SERVICE - 5.2%                                                      
   GTE Corporation                      BBB+     11/01/21      8.750     1,000,000       1,208,232
   NYNEX Corporation                    A        12/15/11      7.375       500,000         511,820
   Paging Network, Inc.                 B        02/01/06      8.875     1,000,000       1,018,439
   Panamsat L.P.                        BB-      08/01/00      9.750       500,000         528,282
   Southern Bell Telephone & Telegraph  AAA      03/15/13      7.625     3,000,000       3,081,566
   Southwestern Bell Telephone Company  AA       05/01/12      7.375     1,000,000       1,023,132
                                                                                       
TEXTILES - 1.2%                                                                        
   Fieldcrest Cannon, Inc.              B+       06/15/04     11.250     1,000,000         961,980
   WestPoint Stevens, Inc.              BB-      12/15/01      8.750       750,000         752,110
                                                                                       
TOBACCO - 0.6%                                                                         
   RJR Nabisco, Inc.                    BBB-     04/15/04      8.750       775,000         800,188
                                                                                       
U.S. GOVERNMENT - 2.4%                                                                 
   U.S. Treasury                                 08/15/05      6.500     1,000,000       1,066,094
   U.S. Treasury                                 08/15/23      6.250       750,000         771,680
   U.S. Treasury                                 05/31/96      5.875     1,468,000       1,471,670
                                                                                       ------------
TOTAL FIXED INCOME SECURITIES - 97.8%
   (Cost $127,728,831)                                                                $136,225,797
                                                                                       ============
</TABLE>
* Security exempt from registration under Rule 144A of the
  Securities Act of 1933

                                      See Notes To Financial Statements
                                  43

<PAGE>
                                          ADVANCE CAPITAL I, INC.
                                          STATEMENT OF ASSETS AND LIABILITIES
                                          DECEMBER 31, 1995
- - -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                   EQUITY                                    LONG TERM     RETIREMENT
                                                   GROWTH         BOND         BALANCED       INCOME         INCOME
                                                ------------   -----------   ------------   -----------   -------------
<S>                                            <C>            <C>           <C>            <C>           <C>
ASSETS
  Investments in securities  . . . . . . . . . $ 25,173,380   $ 4,436,523   $ 58,498,623   $ 1,401,390   $ 136,225,797
                                                                                                           
  Cash . . . . . . . . . . . . . . . . . . . .      526,474         9,400        385,430        19,880         220,544
  Dividends and interest receivable  . . . . .        7,400        85,681        495,822        28,862       2,977,030
  Prepaid expenses . . . . . . . . . . . . . .        2,932         1,570          5,775         1,051          10,747
                                                ------------   -----------   ------------   -----------   -------------
  Total assets . . . . . . . . . . . . . . . .   25,710,186     4,533,174     59,385,650     1,451,183     139,434,118


LIABILITIES
  Payable to affiliated entities
             Investment advisory fees. . . . .       14,647         1,496         34,294           478          57,398
             Distribution fees . . . . . . . .        5,231             0         12,248             0          28,699
  Accounts payable and accrued expenses  . . .        8,929         1,348         15,277           213          43,041
  Securities purchased     . . . . . . . . . .       56,233             0         21,877             0               0
  Distributions payable    . . . . . . . . . .            0         3,217          3,184           125           5,752
                                                ------------   -----------   ------------   -----------   -------------
  Total liabilities    . . . . . . . . . . . .       85,040         6,061         86,880           816         134,890
                                                ------------   -----------   ------------   -----------   -------------
  Net assets         . . . . . . . . . . . . . $ 25,625,146   $ 4,527,113   $ 59,298,770   $ 1,450,367   $ 139,299,228
                                                ============   ===========   ============   ===========   =============

NET ASSETS
  Paid-in capital      . . . . . . . . . . . . $ 19,750,650   $ 4,202,661   $ 48,313,208   $ 1,383,171   $ 131,316,542
  Accumulated undistributed net realized
             loss on investments . . . . . . .     (256,650)      (15,960)             0        (5,759)       (514,280)
  Net unrealized appreciation in value
             of investments  . . . . . . . . .    6,131,146       340,412     10,985,562        72,955       8,496,966
                                                ------------   -----------   ------------   -----------   -------------
  Net assets         . . . . . . . . . . . . . $ 25,625,146   $ 4,527,113   $ 59,298,770   $ 1,450,367   $ 139,299,228
                                                ============   ===========   ============   ===========   =============

SHARES OUTSTANDING     . . . . . . . . . . . .    2,044,498       419,747      4,718,511       134,536      13,251,408
                                                ============   ===========   ============   ===========   =============
NET ASSET VALUE, OFFERING AND
  REDEMPTION PRICE PER SHARE   . . . . . . . . $      12.53   $     10.79   $      12.57   $     10.78   $       10.51
                                                ============   ===========   ============   ===========   =============
</TABLE>
                                        See Notes To Financial Statements
                                  44

<PAGE>
                                        ADVANCE CAPITAL I, INC.
                                        STATEMENT OF OPERATIONS
                                        YEAR ENDED DECEMBER 31, 1995
- - ---------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                 EQUITY                                     LONG TERM     RETIREMENT
                                                 GROWTH         BOND         BALANCED        INCOME         INCOME
                                              ------------   -----------   -------------   -----------   -------------
<S>                                          <C>            <C>           <C>             <C>           <C>
INVESTMENT INCOME
  Interest . . . . . . . . . . . . . . . . . $     31,562   $   317,443   $   1,376,644   $   100,147   $  10,160,207
  Dividends  . . . . . . . . . . . . . . . .      135,211             0         771,839             0               0
                                              ------------   -----------   -------------   -----------   -------------
  Total investment income  . . . . . . . . .      166,773       317,443       2,148,483       100,147      10,160,207

EXPENSES
  Paid to affiliates:
           Investment advisory fees  . . . .      140,215        17,244         359,848         5,290         602,008
           Administration fees . . . . . . .            0             0               0             0               0
           Distribution fees . . . . . . . .       50,077             0         128,517             0         301,004
           Transfer and dividend disbursing
               agent fees  . . . . . . . . .            0             0               0             0               0
  Paid to others:
           Custodial fees  . . . . . . . . .       17,458         2,106          24,188         1,332           5,242
           Directors fees and expenses . . .          452           108           1,249             0           2,842
           Professional fees . . . . . . . .        4,529         1,037          11,940             0          27,710
           Shareholder reporting costs . . .        4,695         1,093          12,779            82          29,886
           Registration and filing fees  . .        4,114         1,473           3,636         1,369          18,409
           Other operating expenses  . . . .        2,178           583           5,935           304          14,332
                                              ------------   -----------   -------------   -----------   -------------
  Total expenses . . . . . . . . . . . . . .      223,718        23,644         548,092         8,377       1,001,433
                                              ------------   -----------   -------------   -----------   -------------
NET INVESTMENT INCOME (LOSS) . . . . . . . .      (56,945)      293,799       1,600,391        91,770       9,158,774

REALIZED GAIN (LOSS) ON INVESTMENTS
  Proceeds from securities sold  . . . . . .    2,697,991       281,803      11,500,300        22,195      20,170,735
  Cost of securities sold  . . . . . . . . .   (2,381,476)     (269,958)    (10,045,028)      (21,508)    (20,480,515)
                                              ------------   -----------   -------------   -----------   -------------
  Net realized gain (loss) on investment . .      316,515        11,845       1,455,272           687        (309,780)

UNREALIZED GAIN ON INVESTMENTS
  Appreciation (depreciation), 
    Beginning of year. . . . . . . . . . . .      140,944      (143,464)        135,558      (131,206)     (7,293,366)
  Appreciation,  End of year . . . . . . . .    6,131,146       340,412      10,985,562        72,955       8,496,966
                                              ------------   -----------   -------------   -----------   -------------
  Net unrealized gain on investments . . . .    5,990,202       483,876      10,850,004       204,161      15,790,332
                                              ------------   -----------   -------------   -----------   -------------
NET GAIN ON INVESTMENTS                         6,306,717       495,721      12,305,276       204,848      15,480,552
                                              ------------   -----------   -------------   -----------   -------------
NET INCREASE IN NET ASSETS
  RESULTING FROM OPERATIONS                  $  6,249,772   $   789,520   $  13,905,667   $   296,618   $  24,639,326
                                              ============   ===========   =============   ===========   =============
</TABLE>
                                  See Notes To Financial Statements
                                  45

<PAGE>
                                  ADVANCE CAPITAL I, INC.
                                  STATEMENT OF CHANGES IN NET ASSETS 
                                  YEARS ENDED DECEMBER 31
- - --------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                      EQUITY GROWTH                    BOND
                                                      -----------------------------    ---------------------------
                                                      1995            1994             1995          1994
                                                      --------------  -------------    ------------  -------------
<S>                                                   <C>             <C>              <C>           <C>             
INCREASE (DECREASE) IN NET ASSETS
  Operations:
     Net investment income (loss) . . . . . . . . . . $     (56,945)  $    (31,711)    $   293,799   $    303,948
     Net realized gain (loss) on investments  . . . .       316,515       (573,165)         11,845        (27,805)
     Net unrealized gain (loss) on investments  . . .     5,990,202        212,430         483,876       (488,493)
                                                      --------------  -------------    ------------  -------------
     Net increase (decrease) in net assets resulting
       from operations. . . . . . . . . . . . . . . .     6,249,772       (392,446)        789,520       (212,350)

  Distributions to Shareholders:
     Net investment income  . . . . . . . . . . . . .             0              0        (293,799)      (303,948)
     Net realized gain on investments . . . . . . . .             0              0               0              0
                                                      --------------  -------------    ------------  -------------
     Total distributions to shareholders  . . . . . .             0              0        (293,799)      (303,948)

  Share Transactions:
     Net proceeds from sale of shares . . . . . . . .     8,534,816      7,528,321         654,515        695,361
     Reinvestment of distributions  . . . . . . . . .             0              0         250,365        269,884
     Cost of shares reacquired  . . . . . . . . . . .    (1,793,152)    (2,078,769)       (872,964)    (1,190,895)
                                                      --------------  -------------    ------------  -------------
     Net increase (decrease) derived from share
       transactions . . . . . . . . . . . . . . . . .     6,741,664      5,449,552          31,916       (225,650)
                                                      --------------  -------------    ------------  -------------
     Net increase (decrease) in net assets  . . . . .    12,991,436      5,057,106         527,637       (741,948)

NET ASSETS
     Beginning of year  . . . . . . . . . . . . . . .    12,633,710      7,576,604       3,999,476      4,741,424
                                                      --------------  -------------    ------------  -------------
     End of year  . . . . . . . . . . . . . . . . . . $  25,625,146   $ 12,633,710     $ 4,527,113   $  3,999,476
                                                      ==============  =============    ============  =============
NUMBER OF SHARES
     Sold . . . . . . . . . . . . . . . . . . . . . .       822,812        814,695          63,642         69,169
     Shares issued from reinvestment of distributions             0              0          24,367         26,963
     Reacquired . . . . . . . . . . . . . . . . . . .      (169,448)      (224,684)        (84,347)      (118,389)
                                                      --------------  -------------    ------------  -------------
     Net increase (decrease) in shares outstanding. .       653,364        590,011           3,662        (22,257)

     Outstanding:
                Beginning of year . . . . . . . . . .     1,391,134        801,123         416,085        438,342
                                                      --------------  -------------    ------------  -------------
                End of year . . . . . . . . . . . . .     2,044,498      1,391,134         419,747        416,085
                                                      ==============  =============    ============  =============
</TABLE>
                                  See Notes To Financial Statements
                                  46

<PAGE>
                                  ADVANCE CAPITAL I, INC.
                                  STATEMENT OF CHANGES IN NET ASSETS 
                                  YEARS ENDED DECEMBER 31
- - --------------------------------------------------------------------
<TABLE>
<CAPTION>                                                                                       LONG TERM
                                                      BALANCED                         INCOME
                                                      -----------------------------    ---------------------------
                                                      1995            1994             1995          1994
                                                      --------------  -------------    ------------  -------------
<S>                                                   <C>             <C>              <C>           <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
     Net investment income (loss) . . . . . . . . . . $   1,600,391   $  1,448,188     $    91,770   $     83,318
     Net realized gain (loss) on investments  . . . .     1,455,272       (597,213)            687         (6,446)
     Net unrealized gain (loss) on investments  . . .    10,850,004     (2,140,483)        204,161       (154,400)
                                                      --------------  -------------    ------------  -------------
     Net increase (decrease) in net assets resulting
       from operations. . . . . . . . . . . . . . . .    13,905,667     (1,289,508)        296,618        (77,528)

  Distributions to Shareholders:
     Net investment income  . . . . . . . . . . . . .    (1,600,391)    (1,448,188)        (91,770)       (83,318)
     Net realized gain on investments . . . . . . . .      (675,694)             0               0              0
                                                      --------------  -------------    ------------  -------------
     Total distributions to shareholders  . . . . . .    (2,276,085)    (1,448,188)        (91,770)       (83,318)

  Share Transactions:
     Net proceeds from sale of shares . . . . . . . .     6,216,671      6,839,769          88,084        367,113
     Reinvestment of distributions  . . . . . . . . .     2,254,669      1,432,265          90,571         83,061
     Cost of shares reacquired  . . . . . . . . . . .    (5,022,865)    (8,003,667)        (95,945)      (205,843)
                                                      --------------  -------------    ------------  -------------
     Net increase (decrease) derived from share
       transactions . . . . . . . . . . . . . . . . .     3,448,475        268,367          82,710        244,331
                                                      --------------  -------------    ------------  -------------
     Net increase (decrease) in net assets  . . . . .    15,078,057     (2,469,329)        287,558         83,485

NET ASSETS
     Beginning of year  . . . . . . . . . . . . . . .    44,220,713     46,690,042       1,162,809      1,079,324
                                                      --------------  -------------    ------------  -------------
     End of year  . . . . . . . . . . . . . . . . . . $  59,298,770   $ 44,220,713     $ 1,450,367   $  1,162,809
                                                      ==============  =============    ============  =============
NUMBER OF SHARES
     Sold . . . . . . . . . . . . . . . . . . . . . .       537,704        663,867           8,833         36,367
     Shares issued from reinvestment of distributions       190,968        140,863           8,984          8,643
     Reacquired . . . . . . . . . . . . . . . . . . .      (445,049)      (782,820)         (9,616)       (20,487)
                                                      --------------  -------------    ------------  -------------
     Net increase (decrease) in shares outstanding. .       283,623         21,910           8,201         24,523

     Outstanding:
                Beginning of year . . . . . . . . . .     4,434,888      4,412,978         126,335        101,812
                                                      --------------  -------------    ------------  -------------
                End of year . . . . . . . . . . . . .     4,718,511      4,434,888         134,536        126,335
                                                      ==============  =============    ============  =============
</TABLE>
                                  See Notes To Financial Statements
                                  47

<PAGE>
                               ADVANCE CAPITAL I, INC.
                               STATEMENT OF CHANGES IN NET ASSETS - Continued
                               YEARS ENDED DECEMBER 31
- - -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                      RETIREMENT
                                                      INCOME
                                                      -----------------------------
                                                      1995            1994
                                                      --------------  -------------
<S>                                                   <C>             <C>
INCREASE (DECREASE) IN NET ASSETS
  Operations:
     Net investment income (loss) . . . . . . . . . . $   9,158,774   $  5,222,488
     Net realized gain (loss) on investments  . . . .      (309,780)      (204,500)
     Net unrealized gain (loss) on investments  . . .    15,790,332     (8,426,355)
                                                      --------------  -------------
     Net increase (decrease) in net assets resulting
       from operations  . . . . . . . . . . . . . . .    24,639,326     (3,408,367)

  Distributions to Shareholders:
     Net investment income  . . . . . . . . . . . . .    (9,158,774)    (5,222,488)
     Net realized gain on investments . . . . . . . .             0              0
                                                      --------------  -------------
     Total distributions to shareholders  . . . . . .    (9,158,774)    (5,222,488)

  Share Transactions:
     Net proceeds from sale of shares . . . . . . . .    41,855,679     48,774,219
     Reinvestment of distributions  . . . . . . . . .     9,090,489      5,170,296
     Cost of shares reacquired  . . . . . . . . . . .   (11,289,892)    (8,494,349)
                                                      --------------  -------------
     Net increase (decrease) derived from share
       transactions . . . . . . . . . . . . . . . . .    39,656,276     45,450,166
                                                      --------------  -------------
     Net increase (decrease) in net assets  . . . . .    55,136,828     36,819,311

NET ASSETS
     Beginning of year  . . . . . . . . . . . . . . .    84,162,400     47,343,089
                                                      --------------  -------------
     End of year  . . . . . . . . . . . . . . . . . . $ 139,299,228   $ 84,162,400
                                                      ==============  =============
NUMBER OF SHARES
     Sold . . . . . . . . . . . . . . . . . . . . . .     4,342,406      4,966,047
     Shares issued from reinvestment of distributions       907,982        538,445
     Reacquired . . . . . . . . . . . . . . . . . . .    (1,130,935)      (864,791)
                                                      --------------  -------------
     Net increase (decrease) in shares outstanding. .     4,119,453      4,639,701

     Outstanding:
                Beginning of year . . . . . . . . . .     9,131,955      4,492,254
                                                      --------------  -------------
                End of year . . . . . . . . . . . . .    13,251,408      9,131,955
                                                      ==============  =============
</TABLE>
                                  See Notes To Financial Statements
                                  48

<PAGE>
NOTES TO FINANCIAL STATEMENTS

NOTE 1.  ORGANIZATION OF THE COMPANY

     Advance Capital I, Inc. (The COMPANY) is a Maryland
Corporation organized on March 6, 1987 and commenced operations
on August 5, 1987.  The COMPANY is registered under the
Investment Company Act of 1940, as amended, as an open-end,
diversified management investment company (a mutual fund)
offering shares in the Equity Growth Fund, Bond Fund, Balanced
Fund, Long Term Income Fund and Retirement Income Fund.

NOTE 2.  ACCOUNTING POLICIES

     The preparation of financial statements in accordance with
generally accepted accounting principles requires management to
make estimates and assumptions that affect reported amounts and
disclosures in the financial statements.  Actual results could
differ from these estimates.

     The following is a summary of significant accounting
policies followed by the COMPANY.

Security Valuation

     Securities for which exchanged quotations are readily
available are valued at the last sale price, or if no sale
price, at the closing bid price.  Securities (including
restricted securities) for which exchange quotations are not
readily available (and in certain cases debt securities which
trade on an exchange), are valued primarily using dealer
supplied valuations or at their fair value as determined in good
faith under consistently applied procedures under the general
supervision of the Board of Directors.  Money market instruments
held by the Funds with a remaining maturity of sixty days or
less will be valued at cost which approximates market.

Expenses

     Most expenses of the Company can be directly attributed to
a fund.  Expenses which cannot be directly attributed are
apportioned between the Funds on the basis of average net assets.

Federal Income Taxes

     It is the Company's policy to meet the requirements of the
Internal Revenue Code that are applicable to regulated
investment companies and to distribute all of its taxable income
to its shareholders.  Therefore, no federal income tax provision
is provided.

Other

     Fixed income security transactions are accounted for on the
trade date, the date the order to buy or sell is executed. 
Common stock transactions are accounted for on the day after the
transactions occur (trade date plus one).  Interest income is
recorded on the accrual basis.  Dividend income is recorded on
the ex-dividend date.  Premium and discount amortization on
fixed income
                                  49

<PAGE>
NOTE 2.  ACCOUNTING POLICIES  (CONTINUED)

securities are amortized using the effective interest method. 
Realized gains and losses on security transactions are
determined on the first-in, first-out method.  Net investment
losses, for which no carryover is permitted, are offset against
paid in capital.

NOTE 3.  TRANSACTIONS WITH AFFILIATES

     Advance Capital Management, Inc. (MANAGEMENT) (a wholly
owned subsidiary of Advance Capital Group, Inc.) is the
COMPANY'S investment adviser.  Advance Capital Services, Inc.
(SERVICES) (also a wholly owned subsidiary of Advance Capital
Group, Inc.) is the distributor of the Company's shares. 
Advance Capital Group, Inc. (GROUP) is the Company's Transfer
Agent and Dividend Disbursing Agent.  For services provided by
MANAGEMENT, the COMPANY pays a fee equal on an annual basis to
 .70% of the average daily net assets of the Equity Growth and
Balanced Funds, .50% of the average daily net assets of the
Retirement Income Fund, and .40% of the average daily net assets
of the Bond and Long Term Income Funds.  GROUP provides
administrative, transfer agent and dividend disbursing agent
services to the COMPANY.  The COMPANY will reimburse SERVICES
for actual expenses incurred in connection with the distribution
of fund shares of the Equity Growth, Balanced and Retirement
Income Funds, at a rate not to exceed .25% of each fund's
average daily net assets.

     The COMPANY was charged investment advisory fees of
$1,124,605 by MANAGEMENT for 1995.  The COMPANY was charged
distribution fees of $479,598 by SERVICES for 1995.  SERVICES
paid or accrued to brokerage firms a total of $17,623 for
distributing COMPANY shares for 1995.  At December 31, 1995 an
employee retirement plan sponsored by SERVICES owned 67,379
shares (3.3%) of the Equity Growth Fund and 838 shares (0.0%) of
the Balanced Fund.

     Certain officers and directors of GROUP, MANAGEMENT, and
SERVICES, are also officers and directors of the COMPANY. 
Directors fees are only paid to outside directors and consist of
a $1,000 annual retainer and an additional $100 per meeting.

NOTE 4.  INVESTMENT PORTFOLIO TRANSACTIONS

     The cost of purchases and proceeds from sales of
investments, other than short-term obligations, for 1995 were as
follows:

<TABLE>
<CAPTION>
               Equity                                Long Term   Retirement
               Growth       Bond       Balanced      Income      Income
               -------      -----      --------      ---------   ----------
<S>            <C>          <C>        <C>           <C>         <C>
Purchases      $9,631,090   $331,847   $14,208,108   $95,419     $56,804,501
Sales           2,697,991    281,803    11,500,300    22,195      17,919,328
</TABLE>
                                  50

<PAGE>
NOTE 4.  INVESTMENT PORTFOLIO TRANSACTIONS  (CONTINUED)

     	The cost of purchases and proceeds from sales of U.S.
Government Securities included above were as follows:

<TABLE>
<CAPTION>
               Equity                                Long Term   Retirement
               Growth	    Bond       Balanced      Income      Income
               -------      ------     ---------     ---------   ---------
<S>            <C>          <C>        <C>           <C>         <C>
Purchases      None	    $193,203   $1,555,234    $45,328     $15,695,559
Sales          None	     123,648      547,898     22,195      14,993,466
</TABLE>

     Gross unrealized appreciation and depreciation of
investments as of December 31, 1995 were as follows:

<TABLE>
<CAPTION>
               Equity                                Long Term   Retirement
               Growth       Bond       Balanced      Income      Income
               --------     ------     ---------     --------    ----------
<S>            <C>          <C>        <C>           <C>         <C>
Appreciation   $7,060,533   $342,453   $11,631,974   $85,280     $9,570,616
Depreciation      929,387      2,041       646,412    12,325      1,073,650
</TABLE>

NOTE 5.  CASH

     As of December 31, 1995, substantially all cash was
invested in the Monitor Money Market Fund, bearing interest at a
variable rate (approximately 5.5%).

NOTE 6.  CAPITAL LOSS CARRYOVERS

     For 1995, the Company utilized $316,515, $11,845, $779,579
and $687 of capital loss carryovers in the Equity Growth, Bond,
Balanced and Long Term Income Funds respectively.  At December
31, 1995, capital loss carryovers and their expiration dates
were as follows:

<TABLE>
<CAPTION>
                    Equity                  Long Term     Retirement
                    Growth       Bond       Income        Income
                    -------      -----      ---------     ---------
<S>                 <C>          <C>        <C>           <C>
December 31, 2002   $256,650     $15,960    $5,759        $204,500
December 31, 2003          0           0         0         309,780
                     -------      ------     -----         -------
Total               $256,650     $15,960    $5,759        $514,280
                     =======      ======     =====         =======
</TABLE>

NOTE 7.  AUTHORIZED SHARES

     The Fund has one billion authorized shares of common stock,
par value of $.001 per share.  Each of the Fund's five
portfolios has 200 million shares authorized.

                                  51

<PAGE>
[Price Waterhouse Letterhead]

                  Report of Independent Accountants

January 26, 1996

To the Trustees and Shareholders of
     Advance Capital I, Inc.

In our opinion, the accompanying statements of assets and
liabilities, including the portfolios of investments, and the
related statements of operations and of changes in net assets
and the financial highlights present fairly, in all material
respects, the financial position of the Equity Growth, Bond,
Balanced, Long Term Income and Retirement Income Funds
(constituting Advance Capital I, Inc., hereafter referred to as
the "Fund") at December 31, 1995 and the results of each of
their operations, the changes in each of their net assets and
the financial highlights for the year then ended, in conformity
with generally accepted accounting principles.  These financial
statements and the financial highlights (hereafter referred to
as "financial statements") are the responsibility of the Fund's
management; our responsibility is to express an opinion on these
financial statements based on our audit.  We conducted our audit
in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used
and significant estimates made by management, and evaluating the
overall financial statement presentation.  We believe that our
audit, which included confirmation of securities at December 31,
1995 by correspondence with the custodian and brokers, provides
a reasonable basis for the opinion expressed above.  The
financial statements of Advance Capital I, Inc. for the years
ended December 31, 1991 through December 31, 1994 were audited
by other independent accountants whose report dated February 15,
1995 expressed an unqualified opinion on those statements.

/s/ Price Waterhouse LLP
                                  52

<PAGE>
ADDITIONAL INFORMATION  (UNAUDITED)

CHANGE OF ACCOUNTANTS

     Effective May 22, 1995, Correll Porvin & Associates
declined to stand for reelection as the Fund's independent
accountants.  For the period of August 5, 1987 (commencement of
operations) to December 31, 1987 and for the years ended
December 31, 1988 through December 31, 1994 for the Equity
Growth Fund, Bond Fund and Balanced Fund and the years ended
December 31, 1993 through December 31, 1994 for the Long Term
Income Fund and Retirement Income Fund, Correll Porvin &
Associates expressed an unqualified opinion on the Fund's
financial statements.  There were no disagreements between Fund
management and Correll Porvin & Associates prior to their
decision not to stand for reelection.  On July 27, 1995, the
Board of Directors approved Price Waterhouse, LLP as the Fund's
independent accountants.

RESULTS OF ANNUAL SHAREHOLDER VOTE

     An Annual Meeting of Shareholders of the COMPANY was held
at the Radisson Hotel, 1500 Town Center, Southfield, Michigan,
on July 27, 1995 for the following purposes:

     1.  To elect four Directors to hold office until the next
Annual Meeting of Shareholders or until their successors have been
elected and qualified.

<TABLE>
<CAPTION>
         Directors Elected at Meeting    Votes For
         ----------------------------    ---------
         <S>                             <C>
         Joseph A. Ahern                 10,788,386
         Richard W. Holtcamp             10,824,181
         John C. Shoemaker               10,885,748
         Frank R. Zimmerman              10,871,015
</TABLE>

     2.  To ratify the selection of Price Waterhouse, LLP as
independent public accountants of the COMPANY for the fiscal year
ending December 31,1995.

<TABLE>
         <S>                              <C>
         Votes For:                       10,795,331
         Votes Against:                            0
         Votes to Abstain:                   138,229
</TABLE>
                                  53

<PAGE>
ADVANCE CAPITAL I, INC.                  ADVANCE CAPITAL I INC.
                                         An investment company with five funds

INVESTMENT ADVISER:

Advance Capital Management, Inc.
One Towne Square, Suite 444
Southfield, Michigan 48076

SUB-ADVISER:
(Equity Growth and Balanced Funds)       EQUITY GROWTH FUND
                                         BOND FUND
T. Rowe Price Associates, Inc.           BALANCED FUND
100 East Pratt Street                    LONG TERM INCOME FUND
Baltimore, Maryland 21202                RETIREMENT INCOME FUND

DISTRIBUTOR:

Advance Capital Services, Inc.
P.O. Box 3144
Southfield, Michigan 48037

ADMINISTRATOR AND TRANSFER AGENT:

Advance Capital Group, Inc.
P.O. Box 3144
Southfield, Michigan 48037

CUSTODIAN:

Huntington Banks of Michigan
220 Park Street, Suite 100
Birmingham, Michigan 48009

INDEPENDENT ACCOUNTANTS:

Price Waterhouse LLP
100 East Wisconsin Avenue
Suite 1500
Milwaukee, Wisconsin 53202

BOARD OF DIRECTORS:

Joseph A. Ahern
Richard W. Holtcamp
John C. Shoemaker                        ANNUAL REPORT
Frank R. Zimmerman                       DECEMBER 31, 1995

<PAGE>
                              FORM N-1A

                    Part C - Other Information

Item 24. Financial Statements and Exhibits.
         -----------------------------------

 (a) Financial Statements.  Included with the Statement of Additional
     ---------------------
     Information is the following:
   
#   (1) Annual Report for the year ended December 31, 1995.
    
     All required financial statements are included in Part B.

 (b) Exhibits.
     ---------
    (1) Articles of Incorporation filed March 6, 1987.

       (i) Amendment to Articles of Incorporation approved by shareholder
           vote July 24, 1992.

    (2)	By-laws as approved and adopted by Registrant's Board of Directors.

    (3)	None.

    (4) Specimen copy of each security issued by Registrant.

        (i) Class A Common Shares.

       (ii) Class B Common Shares.

      (iii) Class C Common Shares.

       (iv) Class D Common Shares.

        (v) Class E Common Shares.
 
    (5) Investment Advisory Agreement between Registrant and Advance Capital
        Management, Inc. dated August 3, 1987 and amended July 24, 1992.

        (i) Board Resolution dated July 24, 1992.

       (ii) Sub-Investment Advisory Agreements between Advance Capital
            Management, Inc. and T. Rowe Price Associates, Inc. dated December
            21, 1993 for Class A and December 17, 1993 for Class C.

    (6) Distribution Agreement between Registrant and Advance Capital
        Services, Inc. dated August 3, 1987.

       (i) Board Resolution dated July 24, 1992.

    (7) None.

    (8) Custodian Agreements between Registrant and Huntington Banks of
        Michigan dated June 17, 1992 for Class A, Class B and Class C and
        August 5, 1992 for Class D and Class E.

    (9) Administration and Transfer Agent Agreement between Registrant and
        Advance Capital Services, Inc. dated April 28, 1987 and amended July
        9, 1992.

       (i) Board Resolution dated July 24, 1992.

      (ii) Administration and Transfer Agent Agreement between Registrant and
           Advance Capital Group, Inc. dated December 23, 1993.

*  (10) Opinion and consent of counsel.

   (11) Other consents.
   
#      (i) Consent of Price Waterhouse LLP.
    
#     (ii) Consent of Messrs. Berry, Moorman, King & Hudson

   (12) None.

   (13) Purchase Agreement between Registrant and Investors dated August 3,
        1987.

   (14) Not applicable.

   (15) Plan of Distribution dated August 3, 1987, approved by shareholders
        July 22, 1988 and amended January 2, 1992.

       (i) Board Resolution Dated April 24, 1992.

      (ii) Board Resolution Dated July 24, 1992.

   (16) Not applicable.

*   Filed under Rule 24f-2 as part of Registrant's Rule 24f-2
notice.

#   Filed with this amendment.

Item 25. Persons Controlled By or Under Common Control with Registrant.
         -------------------------------------------------------------
        Included in Part B - Statement of Additional Information under the
        heading of Control Persons and Principal Holders of Securities is a
        detailed description of the principal holders of securities, including
        those that own more than 5% and the detailed holdings of directors and
        officers of the Company.
   
        The holdings as of April 19, 1996 for Messrs. Raymond Rathka, John C.
        Shoemaker and Robert J. Cappelli, who are directors and officers of the
        Registrant's Investment Adviser, Advance Capital Management, Inc. and
        of the Registrant's transfer agent and administrator, Advance Capital
        Services, Inc., are included in that section of Part B mentioned in the
        preceding paragraph.
    


Item 26.  Number of Holders of Securities
          --------------------------------
   
          As of April 19, 1996
<TABLE>
<CAPTION>
          Title of Class          Number of Record Holders
            <S>                         <C>
            Class A                     1,064
            Class B                       123
            Class C                       959
            Class D                        28
            Class E                     1,102
</TABLE>
    
Item 27.  Indemnification
          ----------------
        Article VII, Section 3 of Registrant's Articles of
Incorporation, incorporated by reference as Exhibit (1) hereto,
and Article VI, Section 2 of Registrant's Bylaws, incorporated
by reference as Exhibit (2) hereto, provides for the
indemnification of Registrant's directors and officers. 
Indemnification of the Registrant's principal underwriter is
provided for in Section 4 of the Distribution Agreement,
incorporated by reference as Exhibit (6) hereto.  In no event
will Registrant indemnify any of its directors, officers,
employees, or agents against any liability to which said person
would otherwise be subject by reason of his willful misfeasance,
bad faith, or gross negligence in the performance of his duties,
or by reason of his reckless disregard of the duties involved in
the conduct of his office or under his agreement with
Registrant.  Registrant will comply with Rule 484 under the
Securities Act of 1933 and Release No. 11330 under the
Investment Company Act of 1940 in connection with any
indemnification.



        Insofar as indemnification for liability arising under
the Securities Act of 1933 may be permitted to directors,
officers, and controlling persons of Registrant pursuant to the
foregoing provisions, or otherwise, Registrant has been advised
that in the opinion of the Securities and Exchange Commission
such indemnifications against public policy as expressed in the
Act and is, therefore, unenforceable.  In the event that a claim
for indemnification against such liabilities (other than the
payment by Registrant of expenses incurred or paid by a
director, officer, or controlling person of Registrant in the
successful defense of any action, suit, or proceeding) is
asserted by such director, officer, or controlling person in
connection with the securities being registered, Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.



Item 28.  Business and Other Connections of Investment Adviser.
          -----------------------------------------------------
        Advance Capital Management, Inc. ("Management") is a
Michigan corporation established in 1986 for the purpose of
providing investment management services.  Management, a
registered investment adviser with the Securities and Exchange
Commission and the State of Michigan, is a wholly owned
subsidiary of Advance Capital Group, Inc.("Group").  Group also
owns Advance Capital Services, Inc. ("Services") a financial
services company that is a licensed National Association of
Securities Dealers, Inc. broker-dealer.  The owners of Group and
the directors and officers of Services and Management are the
same three individuals, Raymond A. Rathka, John C. Shoemaker,
and Robert J. Cappelli.  The address for all three companies is
One Towne Square, Suite 444, Southfield, Michigan, 48076.  The
chart below shows the ownership and control of these three firms
and of the Registrant as well.

Position       Group        Services      Management     Registrant
- - --------       -----        ---------     ----------     ----------
Owner(s)       Cappelli     Group         Group          Shareholders
               Rathka
               Shoemaker

Directors      Cappelli     Cappelli      Cappelli       Ahern,J. A.
               Rathka       Rathka        Rathka         Holtcamp, R.W.
               Shoemaker                  Shoemaker      Shoemaker
                                                         Zimmerman, F.R.

President      Rathka       Cappelli      Shoemaker      Shoemaker

Vice President Shoemaker    Shoemaker     Cappelli        Rathka

Treasurer      Cappelli     Rathka        Rathka         Cappelli

Secretary      Shoemaker    Shoemaker     Shoemaker      Cappelli

Item 29.  Principal Underwriters.
          ----------------------
        Advance Capital Services, Inc.("Services") is a Michigan
corporation which was established in 1986 to provide financial
services and broker-dealer services.   Currently, it is not
distributing securities for any other investment companies.  The
directors and officers of Services are identified in Item 28
above.

Item 30.  Location of Accounts and Records
          ----------------------------------
   (1)  Advance Capital Management, Inc., One Towne Square, Suite 444,
        Southfield, Michigan, 48076 (records relating to its functions as
        investment adviser).

   (2)  Advance Capital Services, Inc., One Towne Square, Suite 444,
        Southfield, Michigan 48076 (records relating to its functions as
        distributor).

   (3)  Advance Capital Group, Inc., One Towne Square, Suite 444, Southfield,
        Michigan 48076 (records relating to its functions as administrator and
        transfer agent).

   (4)  Huntington Banks of Michigan, 220 Park Street, Suite 100, Birmingham,
        Michigan 48009 (records relating to its functions as custodian).

   (5)  Berry, Moorman, King & Hudson, 600 Woodbridge Place, Detroit,
        Michigan 48226 (Registrant's Articles of Incorporation and Bylaws).

Item 31.  Management Services.
          --------------------
          Inapplicable.

Item 32.  Undertakings. 
          -------------
          None.

SIGNATURES
   
     Pursuant to the requirements of the Securities Act of 1933
and the Investment Company Act of 1940, the Registrant certifies
that it meets all of the requirements for effectiveness of this
Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Post-Effective
Amendment No. 19 to its Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized.

ADVANCE CAPITAL I, INC.
Registrant

By    /s/ Robert J. Cappelli                          4/29/96
      ----------------------------                    --------
      Robert J. Cappelli - Secretary                  Date

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.

Principal Executive Officer:

/s/ John C. Shoemaker                                 4/29/96  
- - ----------------------------                          --------
John C. Shoemaker - President and Director            Date

Principal Financial Officer:

/s/ Robert J. Cappelli                                4/29/96
- - ----------------------------                          --------
Robert J. Cappelli - Treasurer                        Date

Directors:

/s/ Joseph A. Ahern                                   4/22/96
- - ----------------------------                          --------
Joseph A. Ahern                                       Date

/s/ Richard W. Holtcamp                               4/20/96
- - ----------------------------                          --------
Richard W. Holtcamp                                   Date

/s/ Frank R. Zimmerman                                4/24/96
- - ----------------------------                          --------
Frank R. Zimmerman                                    Date
    
     
<PAGE>
[Berry, Moorman, King & Hudson Letterhead]

Detroit Office

April 23, 1996

Ms. Melanie Bascom-Keller
Advance Capital I, Inc.
1 Towne Square
Suite 444
Southfield, MI 48076

Dear Ms. Bascom-Keller:

     We hereby consent to the reference to our firm's name as
legal counsel to Advance Capital I, Inc. included in the April
30, 1996 amendment to the Company's Registration Statement on
Form N-1A filed with the Securities and Exchange Commission.

Very truly yours,

BERRY, MOORMAN, KING & HUDSON, P.C.

By:	/s/ George R. Sokoly
- - ----------------------------
George R. Sokoly

GRS:lal

<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the
Prospectus and Statement of Additional Information constituting
parts of this Post-Effective Amendment No. 19 to the
registration statement on Form N-1A (the "Registration
Statement") of our report dated January 26, 1996 relating to the
financial statements and financial highlights appearing in the
December 31, 1995 Annual Report to Shareholders of Advance
Capital I, Inc., which is also incorporated by reference into
the Registration Statement.  We also consent to the references
to us under the heading "Financial Highlights" in the Prospectus
and under the heading "Independent Accountants" in the Statement
of Additional Information.

/s/ Price Waterhouse LLP
Price Waterhouse LLP
Milwaukee, Wisconsin
April 25, 1996

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 001
   <NAME> EQUITY GROWTH FUND
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                       19,568,708
<INVESTMENTS-AT-VALUE>                      25,699,854
<RECEIVABLES>                                    7,400
<ASSETS-OTHER>                                   2,932
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              25,710,186
<PAYABLE-FOR-SECURITIES>                        56,233
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       28,807
<TOTAL-LIABILITIES>                             85,040
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    19,750,650
<SHARES-COMMON-STOCK>                        2,044,498
<SHARES-COMMON-PRIOR>                        1,391,134
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                      (256,650)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     6,131,146
<NET-ASSETS>                                25,625,146
<DIVIDEND-INCOME>                              135,211
<INTEREST-INCOME>                               31,562
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 223,718
<NET-INVESTMENT-INCOME>                       (56,945)
<REALIZED-GAINS-CURRENT>                       316,515
<APPREC-INCREASE-CURRENT>                    5,990,202
<NET-CHANGE-FROM-OPS>                        6,249,772
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        822,812
<NUMBER-OF-SHARES-REDEEMED>                    169,448
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      12,991,436
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                    (573,165)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          140,215
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                223,718
<AVERAGE-NET-ASSETS>                        19,974,651
<PER-SHARE-NAV-BEGIN>                             9.08
<PER-SHARE-NII>                                  (.03)
<PER-SHARE-GAIN-APPREC>                           3.48
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              12.53
<EXPENSE-RATIO>                                   1.12
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 002
   <NAME> BOND FUND
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                        4,105,511
<INVESTMENTS-AT-VALUE>                       4,445,923
<RECEIVABLES>                                   85,681
<ASSETS-OTHER>                                   1,570
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               4,533,174
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        6,061
<TOTAL-LIABILITIES>                              6,061
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     4,202,661
<SHARES-COMMON-STOCK>                          419,747
<SHARES-COMMON-PRIOR>                          416,085
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                       (15,960)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       340,412
<NET-ASSETS>                                 4,527,113
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                              317,443
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  23,644
<NET-INVESTMENT-INCOME>                        293,799
<REALIZED-GAINS-CURRENT>                        11,845
<APPREC-INCREASE-CURRENT>                      483,876
<NET-CHANGE-FROM-OPS>                          789,520
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      293,799
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         63,642
<NUMBER-OF-SHARES-REDEEMED>                     83,347
<SHARES-REINVESTED>                             24,367
<NET-CHANGE-IN-ASSETS>                         527,637
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                     (27,805)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           17,244
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 23,644
<AVERAGE-NET-ASSETS>                         4,318,364
<PER-SHARE-NAV-BEGIN>                             9.61
<PER-SHARE-NII>                                    .70
<PER-SHARE-GAIN-APPREC>                           1.18
<PER-SHARE-DIVIDEND>                               .70
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.79
<EXPENSE-RATIO>                                    .55
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 003
   <NAME> BALANCED FUND
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                       47,898,491
<INVESTMENTS-AT-VALUE>                      58,884,053
<RECEIVABLES>                                  495,822
<ASSETS-OTHER>                                   5,775
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              59,385,650
<PAYABLE-FOR-SECURITIES>                        21,877
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       65,003
<TOTAL-LIABILITIES>                             86,880
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    48,313,208
<SHARES-COMMON-STOCK>                        4,718,511
<SHARES-COMMON-PRIOR>                        4,434,888
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    10,985,562
<NET-ASSETS>                                59,298,770
<DIVIDEND-INCOME>                              771,839
<INTEREST-INCOME>                            1,376,644
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 548,092
<NET-INVESTMENT-INCOME>                      1,600,391
<REALIZED-GAINS-CURRENT>                     1,455,272
<APPREC-INCREASE-CURRENT>                   10,850,004
<NET-CHANGE-FROM-OPS>                       13,905,667
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                    1,600,391
<DISTRIBUTIONS-OF-GAINS>                       675,694
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        537,704
<NUMBER-OF-SHARES-REDEEMED>                    445,049
<SHARES-REINVESTED>                            190,968
<NET-CHANGE-IN-ASSETS>                      15,078,057
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                    (779,579)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          359,848
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                548,092
<AVERAGE-NET-ASSETS>                        51,425,355
<PER-SHARE-NAV-BEGIN>                             9.97
<PER-SHARE-NII>                                    .35
<PER-SHARE-GAIN-APPREC>                           2.75
<PER-SHARE-DIVIDEND>                               .35
<PER-SHARE-DISTRIBUTIONS>                          .15
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              12.57
<EXPENSE-RATIO>                                   1.07
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 004
   <NAME> LONG TERM INCOME FUND
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                        1,348,315
<INVESTMENTS-AT-VALUE>                       1,421,270
<RECEIVABLES>                                   28,862
<ASSETS-OTHER>                                   1,051
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               1,451,183
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          816
<TOTAL-LIABILITIES>                                816
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     1,383,171
<SHARES-COMMON-STOCK>                          134,536
<SHARES-COMMON-PRIOR>                          126,335
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        (5,759)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        72,955
<NET-ASSETS>                                 1,450,367
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                              100,147
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   8,377
<NET-INVESTMENT-INCOME>                         91,770
<REALIZED-GAINS-CURRENT>                           687
<APPREC-INCREASE-CURRENT>                      204,161
<NET-CHANGE-FROM-OPS>                          296,618
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       91,770
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                          8,833
<NUMBER-OF-SHARES-REDEEMED>                      9,616
<SHARES-REINVESTED>                              8,984
<NET-CHANGE-IN-ASSETS>                         287,558
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                      (6,446)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                            5,290
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  8,377
<AVERAGE-NET-ASSETS>                         1,323,451
<PER-SHARE-NAV-BEGIN>                             9.20
<PER-SHARE-NII>                                    .70
<PER-SHARE-GAIN-APPREC>                           1.58
<PER-SHARE-DIVIDEND>                               .70
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.78
<EXPENSE-RATIO>                                    .63
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 005
   <NAME> RETIREMENT INCOME FUND
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                      127,949,375
<INVESTMENTS-AT-VALUE>                     136,446,341
<RECEIVABLES>                                2,977,030
<ASSETS-OTHER>                                  10,747
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             139,434,118
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      134,890
<TOTAL-LIABILITIES>                            134,890
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                   131,316,542
<SHARES-COMMON-STOCK>                       13,251,408
<SHARES-COMMON-PRIOR>                        9,131,955
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                      (514,280)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     8,496,966
<NET-ASSETS>                               139,299,228
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                           10,160,207
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               1,001,433
<NET-INVESTMENT-INCOME>                      9,158,774
<REALIZED-GAINS-CURRENT>                     (309,780)
<APPREC-INCREASE-CURRENT>                   15,790,332
<NET-CHANGE-FROM-OPS>                       24,639,326
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                    9,158,774
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      4,342,406
<NUMBER-OF-SHARES-REDEEMED>                  1,130,935
<SHARES-REINVESTED>                            907,982
<NET-CHANGE-IN-ASSETS>                      55,136,828
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                    (204,500)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          602,008
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                              1,001,433
<AVERAGE-NET-ASSETS>                       119,908,530
<PER-SHARE-NAV-BEGIN>                             9.22
<PER-SHARE-NII>                                    .76
<PER-SHARE-GAIN-APPREC>                           1.29
<PER-SHARE-DIVIDEND>                               .76
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.51
<EXPENSE-RATIO>                                    .84
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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