FFTW FUNDS INC
485BPOS, 1997-05-01
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   	As filed with the Securities and Exchange Commission on April 30, 1997.
    

                                          Registration Nos. 33-27896/811-5796

                      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.   21 	 X              



REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	   X


     	Amendment No.   24  		   X                
- --------------------------------------------------------------------------------

                           	FFTW FUNDS, INC.
- --------------------------------------------------------------------------------

             	(Exact name of registrant as specified in charter)

                     	200 PARK AVENUE, NEW YORK, NEW YORK 10166
                     	(Address of principal executive offices)

                   	Registrant's telephone number:  212-681-3000


                        	STEPHEN J. CONSTANTINE, President
                                	200 Park Avenue
                           	New York, New York 10166

                     	(Name and address of agent for service)
                                 	With a copy to:

                              	William E. Vastardis
                           	AMT Capital Services, Inc.
                          	600 Fifth Avenue, 26th Floor
                              	New York, NY  10020


 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) of Rule 485.



   75 days after filing pursuant to paragraph (a) of Rule 485.



   on ________ pursuant to paragraph (a) of Rule 485.

                        	______________________

Registrant has registered an indefinite number of shares pursuant to Rule
24f-2 under the Investment Company Act of 1940.  The Registrant filed the 
notice required thereunder for the fiscal year ended December 31, 1995 on 
February 28, 1997.

The total number of pages is ______.
The Exhibit Index is on page ______. 


                              	CROSS REFERENCE SHEET 
                             	Pursuant to Rule 481(a)

Form N-1A	                             Location in Prospectus and
Item No.                              	Statement of Additional 
                                     		Information               

1. 	Cover Page	                         Cover Page of Prospectus

2.	 Synopsis	                           Prospectus Highlights; Fund 
                                        Expenses (in Prospectus)

3. 	Financial Highlights	               Financial Highlights (in 
                                        Prospectus)

4. 	General Description of	             Investment Objectives and 
   	Registrant	                         Policies; Descriptions of 
                                        Investments; Investment 
                                        Techniques; Investment 
                                        Restrictions; Risks Associated 
                                        With the Fund's Investment 
                                        Policies and Investment 
                                        Techniques; Shareholder 
                                        Information (in Prospectus) 

5. 	Management of the Fund	             Fund Expenses; Management of the 
                                        Fund (in Prospectus) 
 
6. 	Capital Stock and Other	            Shareholder Information;
   	Securities	                         Purchases and Redemptions; 
                                        Dividends; Tax Considerations (in 
                                        Prospectus) 

7. 	Purchase of Securities Being	       Purchases and Redemptions; 
   	Offered 	                           Dividends; Determination of Net 
   	Asset Value; Distribution of Fund   Shares (in Prospectus)

8. 	Redemption or Repurchase           	Purchases and Redemptions; 
                                        Dividends (in Prospectus)

9. 	Pending Legal Proceedings	          Not applicable

10.	Cover Page	                         Cover Page of Statement of 
                                        Additional Information

11.	Table of Contents	                  Statement of Additional 
                                        Information Table of Contents

12.	General Information and History	    History of the Fund; 
Organization 
                                        of the Fund (in Statement of 
                                        Additional Information)

13.	Investment Objectives and Policies	 Supplemental Descriptions of 
                                        Investments; Techniques to Hedge 
                                        Interest Rate and Foreign 
                                        Currency Risks and Other Foreign 
                                        Currency Strategies; Supplemental 
                                        Discussion of Risks Associated 
                                        With the Fund's Investment 
                                        Policies and Investment 
                                        Techniques; Investment 
                                        Restrictions (in Statement of 
                                        Additional Information)

14.	Management of the Fund	             Management of the Fund (in 
                                        Statement of Additional Information)

15.	Control Persons and Principal	      Control Persons and Principal
   	Holders of Securities	              Holders of Securities (in 
                                        Statement of Additional Information)

16.	Investment Advisory and Other	      Distribution of Fund Shares; 
                                        Services	Management of the Fund; 
                                        Custodian and Accounting Agent; 
                                        Transfer and Dividend Disbursing 
                                        Agent; Legal Counsel; Independent 
                                        Auditors (in Prospectus); 
                                        Management of the Fund (in 
                                        Statement of Additional Information)

17.	Brokerage Allocation and Other	     Portfolio Transactions (in 	
   	Practices	                          Statement of Additional
	Information)

18.	Capital Stock and Other Securities	 Purchases and Redemptions; 
                                        Dividends; Shareholder Information 
                                        (in Prospectus)

19.	Purchase, Redemption and Pricing	   Purchases and Redemptions; 
   	of Securities Being Offered	        Determination of Net Asset Value 
                                        (in Prospectus)

20.	Tax Status	                         Tax Considerations (in Statement 
                                        of Additional Information)

21.	Underwriters	                       Distribution of Fund Shares (in 
                                        Prospectus)

22.	Calculation of Performance Data	    Performance Information (in 
                                        Prospectus); Calculation of 
                                        Performance Data (in Statement of 
                                        Additional Information)

23.	Financial Statements	               Financial Highlights (in 
                                        Prospectus); Financial Statements 
                                        (in Statement of Additional 
Information)







                            FFTW FUNDS, INC.

                    	200 Park Avenue, 46th Floor
                     	New York, New York 10166
                          	(212) 681-3000



 
                            	Distributed by:
                     	AMT CAPITAL SERVICES, INC.

                    	600 Fifth Avenue, 26th Floor
                     	New York, New York  10020
                          	(212) 332-5211
               	(800) 762-4848 (outside New York City)




                       Prospectus - April 30, 1997              
	
 FFTW Funds, Inc. (the "Fund") is a no-load, open-end management investment 
company managed by Fischer Francis Trees & Watts, Inc. (the "Investment 
Adviser").  The Fund currently consists of thirteen separate Portfolios (each a 
"Portfolio"), each of which is an actively-managed portfolio and, other than 
Emerging Markets Portfolio, invests in high-quality debt securities.  There is 
no sales charge for purchases of shares.  Shares of each Portfolio may be 
purchased through AMT Capital Services, Inc. ("AMT Capital"), the exclusive 
distributor.  The minimum initial investment in any Portfolio is $100,000; 
additional investments or redemptions may be of any amount.    

    	The thirteen Portfolios are: (1) U.S. Fixed Income Portfolios - Money 
Market, U.S. Short-Term, Stable Return, U.S. Treasury, Mortgage Total Return and
Broad Market (the "U.S. Portfolios") and (2) Global and International Fixed 
Income Portfolios - Worldwide, Worldwide-Hedged, International, International-
Hedged, Emerging Markets, Inflation-Indexed and Inflation-Indexed Hedged (the 
"Global and International Portfolios").   

No assurance can be given that a Portfolio's investment objectives will be 
attained.  Investments in the Money Market Portfolio are neither guaranteed nor 
insured by the United States Government. There is also no assurance that the 
Money Market Portfolio will maintain a stable net asset value of $1.00 per 
share. 

      	This Prospectus contains a concise statement of information investors 
should know before they invest in the Fund.  Please retain this Prospectus for 
future reference.  A statement containing additional information about the Fund,
dated April 30, 1997 (the "Statement of Additional Information"), has been 
filed with the Securities and Exchange Commission (the "Commission") and can be 
obtained without charge by calling or writing AMT Capital at the telephone 
numbers or address stated above.  The Statement of Additional Information is 
hereby incorporated by reference into this Prospectus.        

 THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON 
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.   


                             TABLE OF CONTENTS


					                                    
                                                                Page       

Prospectus Highlights...........................................

Fund Expenses...................................................

Financial Highlights............................................

The Fund........................................................

Investment Objectives and Policies..............................

Description of Investments......................................

Investment Techniques...........................................

Investment Restrictions.........................................

Risks Associated With the Fund's Investment Policies
    	and Investment Techniques..................................

Distribution of Fund Shares.....................................

Purchases and Redemptions.......................................

Determination of Net Asset Value................................

Dividends.......................................................

Management of the Fund..........................................

Tax Considerations..............................................

Shareholder Information.........................................

<PAGE>


                          	PROSPECTUS HIGHLIGHTS

THE FUND

    FFTW Funds, Inc. is a no-load, open-end management investment company 
consisting of thirteen different Portfolios, each of which, other than Emerging 
Markets Portfolio, invests primarily in high-quality debt securities.  The Fund 
is primarily designed to provide pension and profit sharing plans, employee 
benefit trusts, endowments, foundations, other institutions, corporations, and 
high net worth individuals with access to the professional investment management
services of Fischer Francis Trees & Watts, Inc., the Fund's Investment Adviser. 
(See The FUND.)   


THE PORTFOLIOS - INVESTMENT OBJECTIVES

The thirteen Portfolios and their investment objectives are (see INVESTMENT 
OBJECTIVES AND POLICIES):

U.S. FIXED INCOME PORTFOLIOS

Money Market Portfolio ("Money Market") seeks to attain current income, 
liquidity, and the maintenance of a stable net asset value per share through 
investments in high quality, short-term obligations.

U.S. Short-Term Portfolio ("U.S. Short-Term") seeks to attain a high level
of total return as may be consistent with the preservation of capital and to 
maintain liquidity by investing primarily in high-quality fixed income 
securities with an average U.S. dollar-weighted duration of less than one year. 
U.S. Short-Term is not a money market fund and its shares are not guaranteed by
the U.S. Government.   

Stable Return Portfolio ("Stable Return") seeks to maintain a stable level of
total return as may be consistent with the preservation of capital by investing 
primarily in high-quality debt securities with an average U.S. dollar-weighted 
duration of less than three years and by using interest rate hedging as a 
stabilizing technique.

U.S. Treasury Portfolio ("U.S. Treasury") seeks to attain a high level of 
total return as may be consistent with the preservation of capital and to avoid
credit quality risk by investing primarily in securities issued by the U.S. 
Treasury Department with an average U.S. dollar-weighted duration of less than 
five years which will provide investors in most jurisdictions with income exempt
from stateand local tax.

Mortgage Total Return Portfolio ("Mortgage Total Return") seeks to attain a high
level of total return as may be consistent with the preservation of capital by 
investing primarily in mortgage-related securities, maintaining an average U.S. 
dollar-weighted duration in the range of two to six years.

Broad Market Portfolio ("Broad Market") seeks to attain a high level of 
total return as may be consistent with the preservation of capital by investing 
primarily in high-quality fixed income securities reflective of the broad 
spectrum of the U.S. bond market with an average U.S. dollar-weighted duration 
of less than eight years.  

GLOBAL AND INTERNATIONAL FIXED INCOME PORTFOLIOS

Worldwide Portfolio ("Worldwide") seeks to attain a high level of total 
return as may be consistent with the preservation of capital by investing 
primarily in high-quality fixed income securities from bond markets worldwide, 
denominated in both U.S. dollars and foreign currencies, with an average U.S. 
dollar-weighted duration of less than eight years.   

Worldwide-Hedged Portfolio ("Worldwide-Hedged") seeks to attain a high level
of total return as may be consistent with the preservation of capital by 
investing primarily in high-quality fixed income securities from bond markets 
worldwide, denominated in both U.S. dollars and foreign currencies, with an 
average U.S. dollar-weighted duration of less than eight years and by actively 
utilizing currency hedging techniques.  

International Portfolio ("International") seeks to attain a high level of 
total return as may be consistent with the preservation of capital by investing 
primarily in high-quality fixed income securities from bond markets worldwide, 
denominated in foreign currencies, with an average U.S. dollar-weighted 
duration of less than eight years.   

International-Hedged Portfolio ("International-Hedged") seeks to attain a 
high level of total return as may be consistent with the preservation of capital
by investing primarily in high-quality fixed income securities from bond markets
worldwide, denominated in foreign currencies, with an average U.S. dollar-
weighted duration of less than eight years and by actively utilizing currency 
hedging techniques.    

Emerging Markets Portfolio ("Emerging Markets") seeks to attain a high level
of total return as may be consistent with the preservation of capital by 
investing primarily in fixed income securities from bond markets in emerging
markets countries, denominated in local currencies or currencies of OECD 
countries, with an average U.S. dollar-weighted duration of less than eight 
years.   

Inflation-Indexed Portfolio ("Inflation-Indexed") seeks to attain a high 
level of return in excess of inflation as may be consistent with the 
preservation of capital by investing primarily in securities with a coupon rate 
or principal amount or both linked to the inflation rate from bond markets 
worldwide, denominated in both U.S. dollars and foreign currencies.   

Inflation-Indexed Hedged Portfolio ("Inflation-Indexed Hedged") seeks to 
attain a high level of return in excess of inflation as may be consistent with 
the preservation of capital by investing primarily in securities with a coupon 
rate or principal amount or both linked to the inflation rate from bond markets 
worldwide, denominated in both U.S. dollars and foreign currencies and by 
actively utilizing currency hedging techniques.    

Each of Worldwide, International, Emerging Markets and Inflation-Indexed 
Portfolios may hedge all or any part of its assets against foreign currency 
risk and may engage in foreign currency transactions to enhance total return. 
However, each of Worldwide-Hedged, International-Hedged and Inflation-Indexed 
Hedged Portfolios will, as a fundamental policy, seek to hedge at least 65% of 
its foreign currency-denominated assets against foreign currency risks to the 
extent feasible.

   
PORTFOLIO QUALITY RATINGS

Each Portfolio, other than Emerging Markets, will maintain minimum quality 
standards for overall average quality and individual securities.

Portfolio	            S&P     Moody's    S&P     Moody's   Thompson    Average
                     (Corp.)  (Corp.)   (Short- (Short-    Bamkwatch   Portfolio
                                         Term)   Term)                 Quality

U.S. Treasury	        AAA	     Aaa	       A-1	    P-1	         A	        AAA 
                                                                        (Aaa)

Emerging Markets	     none	    none	      none	   none	        none	     none

Inflation-Indexed 
Portfolios	             A	       A	        A-2	    P-2	         B	       AA (Aa)

Other Portfolios	      BBB	     Baa	       A-2	    P-2	         B	       AA (Aa)

Money Market quality ratings are described below in the Portfolio's investment 
policies.        

INVESTMENT ADVISER AND SUB-ADVISER

Fischer Francis Trees & Watts, Inc. serves as Investment Adviser to the Fund. 
The Investment Adviser, organized in 1972, is a registered investment adviser 
that currently manages approximately $22 billion in assets entirely in 
portfolios of debt securities for in excess of 90 major institutional clients 
including banks, central banks, pension funds and other institutional clients. 
The average size of a client relationship with the Investment Adviser is in 
excess of $200 million. Fischer Francis Trees & Watts (the "Sub-Adviser"), a 
corporate partnership organized in 1989 under the laws of the United Kingdom 
and an affiliate of the Investment Adviser, serves as Sub-Adviser to the 
Global and International Portfolios.  The Sub-Adviser is also a registered 
investment adviser that currently manages in excess of $6 billion in multi-
currency fixed income portfolios for institutional clients.  (See MANAGEMENT 
OF THE FUND)

ADMINISTRATOR AND DISTRIBUTOR

AMT Capital Services, Inc. serves as administrator to the Fund, supervising 
the general day-to-day business activities and operations of the Fund other 
than investment advisory activity (see MANAGEMENT OF THE FUND).  AMT Capital 
also serves as the exclusive distributor of shares of each of the Fund's 
Portfolios.  (See DISTRIBUTION OF FUND SHARES)

HOW TO INVEST

Shares of each Portfolio, other than Mortgage Total Return, may be purchased at 
the net asset value of the Portfolio next determined after receipt of the order,
by submitting a completed Account Application to AMT Capital and wiring federal 
funds to AMT Capital's "Fund Purchase Account" at Investors Bank & Trust Company
in Boston, Massachusetts (the "Transfer Agent").  The minimum initial investment
in each Portfolio is $100,000, which may be waived at the discretion of the 
Investment Adviser or Distributor.  There is no minimum amount for subsequent 
investments.  There are no sales commissions (loads) or 12b-1 fees.  (See 
PURCHASES AND REDEMPTIONS)

Shares of the Mortgage Total Return Portfolio may only be purchased at the 
on the last Business Day of each month and on any other Business Days in which 
the Investment Adviser approves a purchase at the net asset valued determined 
on those days. 

HOW TO REDEEM SHARES

Shares of each Portfolio may be redeemed, without a transaction charge, at the 
net asset value of such Portfolio next determined after receipt by the 
Transfer Agent of the redemption request. (See PURCHASES AND REDEMPTIONS)

RISKS

 Prospective investors should consider various risks associated with the 
Portfolios prior to investing in any Portfolio, including: (1) each Portfolio 
may be influenced by changes in interest rates which generally have an inverse 
relationship with corresponding market values; (2) each Portfolio may, but 
generally each of the Global and International Portfolios will, invest a 
significant portion of its assets in securities denominated in foreign 
currencies which carry the risk of fluctuations of exchange rates to the U.S. 
dollar; (3) each Portfolio may invest in mortgage- and other asset-backed 
securities that carry the risk of a faster or slower than expected prepayment 
of principal which may affect the duration and return of the security; (4) 
each Portfolio may invest a portion of its assets in derivatives including 
futures and options which entail certain costs and risks, including imperfect 
correlation between the value of the securities held by the Portfolio and the 
value of the particular derivative instrument, and the risk that a portfolio 
could not close out a futures or options position when it would be most 
advantageous to do so; (5) each of Mortgage Total Return, Inflation-Indexed 
and Inflation-Indexed Hedged Portfolios may make short sales, the potential 
loss from which is unlimited unless accompanied by the purchase of an option; 
(6) the Emerging Markets Portfolio will primarily invest in debt securities 
from emerging markets countries which are rated below investment grade quality 
and carry the risk of default of payment of interest and principal or decline 
in the local currency relative to the U.S. dollar; (7) each Portfolios may, at 
times, concentrate its investments in bank obligations and may, therefore, 
have greater exposure to certain risks associated with the banking industry; 
and (8) each Portfolio, other than U.S. Short-Term, is "non-diversified" under 
the Investment Company Act of 1940 (the "1940 Act"), which may entail a 
greater exposure to credit and market risks than a diversified portfolio.  
(See RISKS ASSOCIATED WITH THE FUND'S INVESTMENT POLICIES AND INVESTMENT 
TECHNIQUES)    


                               FUND EXPENSES

    	The following table illustrates the expenses and fees that a shareholder 
of the Fund can expect to incur.  The purpose of this table is to assist the 
investor in understanding the various expenses that an investor in the Fund will
bear directly or indirectly.  

SHAREHOLDER TRANSACTION EXPENSES

  Sales Load Imposed on Purchases	                     None
  Sales Load Imposed on Reinvested Dividends          	None
  Deferred Sales Load                                 	None
  Redemption Fees                                     	None
  Exchange Fees                                       	None 



ANNUAL FUND OPERATING EXPENSES (after expense reimbursements, shown as a 
percentage of average net assets)
	
   	
<TABLE>
<S>                 <C>         <C>      <C>             <C>           <C>          <C>
                     Advisory     12b-1   Administration   Other        Intrest        
Total 
                     Fees        Fees(1)      Fees(2)     Expenses(7)   Expense(9)   Expenses
U.S. Fixed Income 
  Portfolios					

Money Market 
Portfolio	            0.10%	      None	       0.06%	       0.09% 	       0.00%        0.25% (5)

U.S. Short-Term 
Portfolio	            0.15% (3)	  None	       0.06%	       0.04%    	    0.12%        0.37% (3)

Stable Return 
Portfolio	            0.15% (4)	  None	       0.06%	       0.09%    	    0.18%        0.48% (4)

U.S. Treasury 
Portfolio	            0.30%	      None	       0.06%	       0.09%         0.00%   	    0.45% (5)

Mortgage Total 
Return Portfolio	     0.30%	      None	       0.06%	       0.09%         0.43%        0.88% (5)

Broad Market 
Portfolio	            0.30%	      None	       0.06%	       0.09%         0.00%	       0.45% (5)


Global and 
International Fixed 
Income Portfolios

Worldwide Portfolio	  0.40%	      None	       0.06%	       0.14%         0.00%   	    0.60% (6)

Worldwide-Hedged 
Portfolio	            0.25% (8)	  None	       0.06%	       0.14%         0.00%     	  0.45% (8)

International 
Portfolio	            0.40%	      None	       0.06%	       0.14%         0.00%    	   0.60% (5)

International-Hedged 
Portfolio	            0.40%	      None	       0.06%	       0.14%         0.00%	       0.60% (5)

Emerging Markets 
Portfolio	            0.75%	      None	       0.06%	       0.69%         0.00%   	    1.50% (5)

Inflation-Indexed  
Portfolio	            0.40%	      None	       0.06%	       0.14%         0.00%   	    0.60% (5)

Inflation-Indexed 
Hedged Portfolio	     0.40%	      None	       0.06%	       0.14%         0.00%  	     0.60% (5)
</TABLE>
    

 (1)	  Pursuant to a Distribution Agreement dated as of February 1, 1995, 
       between the Fund and AMT Capital, AMT Capital provides distribution 
       services at no cost to the Fund.  See "Distribution of Fund Shares".

 (2)	  The Administration Agreement dated as of February 1, 1995, between the 
       Fund and AMT Capital pursuant to which AMT Capital provides 
       administrative services to the Fund, includes an incentive fee, capped 
       at 0.02% of the average daily net assets of a Portfolio, for reducing 
       the expense ratio for one or more Portfolios.  See "Management of the 
       Fund - Administrator".  The incentive fee is not included in the figures 
       set forth above.

   
 (3)  	By agreement with the Investment Adviser, total operating expenses 
       (exclusive of interest expense) are capped at 0.40% (on an annualized 
       basis) of the average daily net assets of U.S. Short-Term.  All 
       operating expenses in excess of the cap will be paid by the Investment 
       Adviser. Effective March 1, 1996 and until further notice, the 
       Investment Adviser has voluntarily agreed to lower the advisory fee to 
       0.15% from 0.30% (on an annualized basis) and cap total operating 
       expenses (exclusive of interest expense) at 0.25% (on an annualized 
       basis).  The Investment Adviser will not attempt to recover prior period 
       reimbursements in the event that expenses fall below the cap. Without 
       such cap, the total operating expenses excluding interest expense for 
       the fiscal year ending December 31, 1996 were 0.30% of U.S. Short-Term's 
       average daily net assets.    
    
   
 (4)  	The Investment Adviser has voluntarily agreed to cap the total operating 
       expenses (exclusive of interest expense) at 0.50% (on an annualized 
       basis) of Stable Return's average daily net assets. Effective March 1, 
       1996 and until further notice, the Investment Adviser has voluntarily 
       agreed to lower the advisory fee to 0.15% from 0.35% (on an annualized 
       basis) and cap total operating expenses (exclusive of interest expense) 
       at 0.30% (on an annualized basis).  The Investment Adviser will not 
       attempt to recover prior period reimbursements in the event that 
       expenses fall below the cap.  Without such cap and waiver, the total 
       operating expenses excluding interest expense for the fiscal year ending 
       December 31, 1996, were 0.45%  of Stable Return's average daily net 
       assets.    
    
   
 (5)  	The Investment Adviser has voluntarily agreed to cap the total operating 
       expenses (exclusive of interest expense) at 0.25% (on an annualized 
       basis) of Money Market's average daily net assets, at 0.45% (on an 
       annualized basis) of each of U.S. Treasury's, Broad Market's and 
       Mortgage Total Return's average daily net assets, at 0.60% (on an 
       annualized basis) of each of International's, International-Hedged's, 
       Inflation-Indexed's and Inflation-Indexed Hedged's average daily net 
       assets, and at 1.50% (on an annualized basis) of Emerging Markets' 
       average daily net assets.  The Investment Adviser will not attempt to 
       recover prior period reimbursements in the event that expenses fall 
       below the cap.  Without such caps, the total operating expenses 
       excluding interest expense (on an annualized basis) for Mortgage Total 
       Return, International and International-Hedged for the fiscal year 
       ending December 31, 1996 were 0.55%, 0.92% and 0.66% respectively, of 
       their average daily net assets.     
    

 (6)  	By agreement with the Investment Adviser, total operating expenses 
       (exclusive of interest expense) are capped at 0.60% (on an annualized 
       basis) of the average daily net assets of Worldwide. All operating 
       expenses in excess of the cap will be paid by the Investment Adviser.  
       The Investment Adviser will not attempt to recover prior period 
       reimbursements in the event that expenses fall below the cap.  Without 
       such cap, the total operating expenses excluding interest expense for 
       Worldwide for the fiscal year ending December 31, 1996 were 0.65% of its 
       average daily net assets.     

 (7)  	"Other Expenses" are based on estimated expenses for the current fiscal 
       year.


 (8)  	By agreement with the Investment Adviser, total operating expenses 
       (exclusive of interest expense) are capped at 0.60% (on an annualized 
       basis) of the average daily net assets of Worldwide-Hedged. All 
       operating expenses in excess of the cap will be paid by the Investment 
       Adviser.  Effective July 1, 1995 and until further notice, the 
       Investment Adviser has voluntarily agreed to lower the advisory fee to 
       0.25% from 0.40%(on an annualized basis) and cap total operating 
       expenses (exclusive of interest expense) at 0.45% (on an annualized 
       basis).  The Investment Adviser will not attempt to recover prior period 
       reimbursements in the event that expenses fall below the cap. Without 
       such cap, the total operating expenses excluding interest expense for 
       the fiscal year ending December 31, 1996 were 0.69% of Worldwide-
       Hedged's average daily net assets.    


    	The following table illustrates the expenses that an investor would pay 
on each $1,000 increment of its investment over various time periods, 
assuming a 5% annual return.  As noted in the table above, the Fund charges 
no redemption fees of any kind.


EXPENSES PER $1,000 INVESTMENT

                                   	1 Year	    3 Years 	   5 Years	   10 Years
U.S. Fixed Income Portfolios

Money Market	                         $3	        $8
U.S. Short-Term	                      $3	        $8	         $14	       $32
Stable Return	                        $3	        $10	        $17	       $39
U.S. Treasury  	                      $5	        $15		
Mortgage Total Return	                $5	        $15	        $25	       $58			
Broad Market	                                                 $5	       $15		

Global and International 
Fixed Income Portfolios

Worldwide	                            $6	        $19	        $33	       $75	
Worldwide-Hedged	                     $5	        $15	        $25	       $58	
	
International	                        $6	        $19	        $33	       $75	
International-Hedged	                 $6	        $19	        $33	       $75
Emerging Markets	                     $15	       $48	   			
Inflation-Indexed	                    $6	        $19
Inflation-Indexed Hedged	             $6	        $19 


    	These examples should not be considered a representation of future 
expenses or performance.  Actual operating expenses and annual returns may be 
greater or lesser than those shown.

    	Each Portfolio's active management approaches could lead to higher 
portfolio transaction expenses as a result of a higher volume of such 
transactions.  These transaction expenses are not fully reflected in the 
expenses subject to the cap described above.  See "Investment Techniques - 
Portfolio Turnover".   The Investment Adviser, at its discretion, may waive 
any portion of the advisory fees in any Portfolio.



                         	FINANCIAL HIGHLIGHTS

The financial information in the following tables has been audited in 
conjunction with the audit of the financial statements of the Fund by Ernst & 
Young LLP, independent auditors. The audited financial statements for the year 
ended December 31,1996 are incorporated by reference in the Statement of 
Additional Information. The financial information should be read in conjunction 
with the financial statements which can be obtained upon request. The Money 
Market Portfolio, previously the AMT Capital Fund, Inc.-Money Market Portfolio
(the "AMT Capital Portfolio"), commenced operations on November 1, 1993.
Effectiveas of the close of business on April 29, 1997, the AMT Capital 
Portfolio merged into the Money Market Portfolio pursuant to shareholder
approval of the reorganization on April 28, 1997.  The financial information for
the periods ended December 31, 1996, December 31, 1995, December 31, 1994 and 
December 31, 1993 in the following table have been audited in conjunction with 
the audit of the financial statements of the AMT Capital Portfolio by Ernst & 
Young LLP, independent auditors. 



Financial Highlights

Money Market Portfolio
- --------------------------------------------------------------------------------
Financial Highlights
For the Periods Ended
- --------------------------------------------------------------------------------
<TABLE>
<S>                                   <C>                  <C>                  <C>                  <C>                   
                                       December 31, 1996		  December 31, 1995		  December 31, 1994		  December 31, 1993*
											
Per Share Data											
Net asset value, beginning of period			$            1.00 		 $            1.00 		 $            1.00 		 $            1.00 	
											
											
Investment income, net				                          0.05 	               0.06 		              0.04                 0.00 **
											
Net realized gain on investments				                0.00	**	             0.00 **	             0.00 (b)	              -   	
											
	 Net increase from investment 
  operations			                                     0.05 		              0.06 		              0.04 		              0.00 	
											
Less Distributions from										
	
Investment income, net				                          0.05 		              0.06 		              0.04 		              0.00 **
											
Net realized gain from investments				              0.00 **	                -   		               -   		               -   	
											
Temporary overdistribution of 
net realized gain on investments		                     -		                  -		               0.00	**	                -	
											
  	Total distributions			                           0.05 		              0.06 		              0.04 		              0.00 	
											
Net asset value, end of period				          $       1.00 		       $      1.00 		       $      1.00 		       $      1.00 	
											
Total Return	                                    			5.18%	              	5.74%		              4.13%		              2.69%	(a)
											
Ratios/Supplemental Data									
		
Net assets, end of period				               $ 25,047,023 		      $ 25,870,153 		      $ 22,006,141 		      $  2,335,633 	
											
Ratio of expenses to average 
net assets		                                      		0.40%		              0.40%		              0.40%		              0.40%	(a)		
		

Ratio of net investment income to 
average net assets				                              5.05%		              5.58%		              4.16%		              2.67%	(a)
											
Decrease in above ratio due to 
waiver of investment advisory
and administration fees, and 
reimbursement of other expenses                     0.30%                0.37%                0.64%               25.54% (a)

</TABLE>
         

(a) Annualized
(b) Includes the effect of net realized gains prior to significant increases 
    in shares outstanding.
*    Commencement of Operations was November 1, 1993
**   Rounds to less than $0.01		                                         


FFTW Funds, Inc.
- ------------------------------------------------------------------------------
Financial Highlights
                                                     U.S. Short-Term Portfolio
- ------------------------------------------------------------------------------
<TABLE>
<S>                                 <C>              <C>              <C>              <C>              <C>            
                                     	                      For the Year Ended
For a share outstanding	             Dec. 31, 1996  		Dec. 31, 1995  		Dec. 31, 1994  		Dec. 31, 1993	  	Dec. 31, 1992   
throughout the period:	

Per Share Data									
Net asset value, beginning of 
  period	                            $        9.88		   $      9.89		   $        9.98		  $       10.00		  $       10.00
									
Increase (Decrease) From									
Investment Operations									
Investment income, net	                       0.55		          0.56		            0.44		           0.32		           0.34
									
Net realized and unrealized gain									
(loss) on investments, and financial									
futures and options contracts, and								
	
foreign currency-related transactions	       (0.03)	        	(0.01)		          (0.08)		         (0.03)		          0.01
									
Total from investment operations             	0.52	          	0.55		            0.36		           0.29		           0.35
									
Less Distributions									
From investment income, net	                  0.55		          0.56		            0.45		           0.31		           0.34
									
In excess of investment income, net	             -		          0.00	*	           0.00	*	             -	     	         -
									
From net realized gain on investments,									
and financial futures and options 
contracts	                                       -		             -		               -		              -		           0.01
									
Total distributions	                          0.55		          0.56		            0.45		           0.31		           0.35
									
Net asset value, end of period	        $      9.85		   $      9.88		      $     9.89		    $      9.98	   	$      10.00
									
Total Return	                                 5.45%		         5.71%		           3.71%		          2.88%		          3.45%
									
Ratios/Supplemental Data									
Net assets, end of period	           $ 355,256,714		  $ 457,425,302		  $ 290,694,868		  $ 417,727,821	  	$ 682,513,193  
									
Ratio of operating expenses									
to average net assets, exclusive 
of interest expense (a)	                      0.27%		          0.40%		          0.40%		          0.40%		          0.40%
									
Ratio of operating expenses									
to average net assets, inclusive 
of interest expense (a)	                      0.40%	          	0.51%		          0.43%		          0.48%		          0.43%
									
Ratio of investment income,									
net to average net assets	                    5.62%		          5.64%		          4.14%		          3.28%		          3.37%
									
Decrease in above ratios									
due to waiver of investment 
advisory fees	                                0.05%		          0.07%		          0.08%		          0.03%		             -
</TABLE>
									
									
(a) Net of waivers	
(b) Annualized	
	
* Rounds to less than $0.01.	            


FFTW Funds, Inc.
- -------------------------------------------------------------------------------
Financial Highlights (continued) 
                                                       Stable Return Portfolio
- -------------------------------------------------------------------------------
<TABLE>
<S>                                    <C>              <C>              <C>              <C>             
                                    	           For the Year Ended		                        
Period From            
For a share outstanding					                                                               
July 26, 1993* to
throughout the period:	                 Dec. 31, 1996	  	Dec. 31, 1995  		Dec. 31, 1994  		Dec. 31, 1993


Per Share Data						
Net asset value, beginning of period		  $       10.00		  $        9.55 	 	$        9.95    $       10.00 						

Increase (Decrease) From						
Investment Operations						
Investment income, net	                         	0.55		           0.60 		          0.43             0.14
						
Net realized and unrealized gain 
(loss)	on investments, financial 
futures contracts, and foreign 
currency-related transactions		                 (0.04)		          0.45 		         (0.40)            0.05
						
Total from investment operations		               0.51		           1.05 		          0.03             0.19
						
Less Distributions						
From investment income, net		                    0.55		           0.60 		          0.43             0.14
						
In excess of investment income, net      	       0.00**	             -		              -	               - 
						
From net realized gains on investments,						
financial futures contracts, and 
currency-related transactions		                  0.03		              - 		             -             0.03
						
In excess of net realized gain on 
investments and financial futures 
contracts	                                         	-		              - 		             -             0.07
						
Total distributions		                            0.58		           0.60 		          0.43             0.24
						
Net asset value, end of period		           $     9.93		    $     10.00 		   $      9.55        $    9.95
					
Total Return		                                   5.29%		         11.26% 		         0.29%            4.27% (b)
						
Ratios/Supplemental Data						
Net assets, end of period		             $  42,100,461		  $   5,080,067 	  $   4,338,339    $   3,482,439  
						
Ratio of operating expenses  						
to average net assets, exclusive 
of interest expense (a)		                        0.31%		          0.50%		          0.50%            0.50% (b)
						
Ratio of operating expenses						
to average net assets, inclusive 
of interest expense (a)		                        0.49%		          1.41%		          1.74%            0.50% (b)
						
Ratio of investment income, 						
net to average net assets		                      5.79%		          6.09%	   	       4.43%            3.68% (b)
						
Decrease in above ratios						
due to waiver of investment						
advisory fees and reimbursement						
of other expenses		                              0.15%		          0.53%		          0.57%            1.46% (b)
						
Portfolio Turnover		                            1,387%		         1,075%	 	          343%           1,841%


(a)  Net of waivers and reimbursements.
(b)  Annualized
*    Commencement of Operations
**   Rounds to less than $.01


FFTW Funds, Inc.
- -------------------------------------------------------------------------------
Financial Highlights (continued)
                                              Mortgage Total Return Portfolio
- -------------------------------------------------------------------------------

                                                           		Period From		
                                                         		April 29, 1996 *				
For a share outstanding	                                  	to Dec. 31, 1996				
throughout the period:						



Per Share Data									
Net asset value, beginning of period				                   $          10.00 	
									
Increase From Investment 
Operations									
Investment income, net			                                             	0.41					
									
Net realized and unrealized gain on									
investments, short sales, and financial									
futures and options contracts	                                      			0.23 		
									
Total from investment operations	                                   			0.64					
									
Less Distributions									
From investment income, net				                                        0.41					
									
In excess of investment income, net		                                		0.06					
									
From net realized gain on investments,
short sales, and financial futures and 
options contracts			                                                   0.01					
									
Total distributions			                                                 0.48					
									
Net asset value, end of period				                         $          10.16 	
									
Total Return		                                                       		6.54%	(c)
									
Ratios/Supplemental Data									
Net assets, end of period				                                 $ 220,989,789 					
									
Ratio of operating expenses									
to average net assets, exclusive of 
interest expense (a)				                                               0.45%	(b)
									
Ratio of operating expenses									
to average net assets, inclusive of
interest expense (a)				                                               0.88%	(b)
									
Ratio of investment income,									
net to average net assets		                                          		7.61%	(b)
									
Decrease reflected in above ratios								
	
due to waiver of investment									
advisory fees	                                                      			0.10%	(b)
									
Portfolio turnover		                                                  		590%		
									

(a)  Net of waivers.	
(b)  Annualized	
(c)  Not annualized	
*    Commencement of Operations	See Notes to Financial Statements



FFTW Funds, Inc.
- -------------------------------------------------------------------------------
Financial Highlights (continued) 
                                                           Worldwide Portfolio
- -------------------------------------------------------------------------------

</TABLE>
<TABLE>
<S>                              <C>              <C>              <C>             <C>              <C>                
                                                       	For the Year Ended		                         Period From
For a share outstanding	          Dec. 31,	1996    Dec. 31,	1995    Dec. 31,	1994   Dec. 31, 1993   	April 15, 1992* to 
throughout the period:	                                                                              Dec. 31, 1992

Per Share Data											
Net asset value, beginning 
of period		                       $        9.83		  $        9.27 		 $       10.02 		$        9.98 		 $       10.00 	
											
Increase (Decrease) From									
		
Investment Operations										
	
Investment income, net		                   0.53		           0.58 		          0.50 		         0.45 		          0.39 	
											
Net realized and unrealized 
gain (loss)	on investments, 
financial futures contracts,									
		
and foreign currency-related 
transactions		                             0.01		           0.56 		         (0.74)		         1.04 		          0.53 	
											
Total from investment operations		         0.54		           1.14 		         (0.24)		         1.49 		          0.92 	
											
Less Distributions										
	
From investment income, net		              0.53		           0.30 		          0.20 		         0.45 		          0.39 	
											
In excess of investment 
  income, net                               		-		              - 		          0.01 		            -		              -	
											
From net realized gain on 
investments,	financial futures 
contracts,		and foreign currency-
related transactions			                    0.09		              - 		             -		          0.87 		          0.55 	
											
In excess of net realized gain on 
investments,	financial futures 
contracts, and foreign currency-
related transactions	                       		-		              -        		      -		          0.13 		          0.00 **
											
From capital stock in excess of 
par value		                                0.11		           0.28 		          0.30 		            -		              -	
											
Total distributions		                      0.73		           0.58 		          0.51 		         1.45 		          0.94 	
											
Net asset value, end of period	    	$      9.64	    	$      9.83   	 	$      9.27 		  $     10.02   		  $     9.98 	
											
Total Return	                              	5.77%		        12.60% 		        (2.25%)		       15.86% 	    	    13.46% (b)
											
Ratios/Supplemental Data									
		
Net assets, end of period		         $ 74,939,437		  $ 86,186,177 		  $ 53,721,481  		$217,163,036 	 	  $82,757,009 	
											
Ratio of operating expenses 
to average	net assets, exclusive 
of interest expense (a)		                   0.60%		         0.60%		          0.60%		         0.59%		          0.60%	(b)
											
Ratio of operating expenses 
to average	net assets, inclusive 
of interest expense (a)		                   0.60%		         0.60%		          0.63%		         0.86%		          0.79%
	(b)
											
Ratio of investment income, net 
to average	net assets		                     5.52%		         6.13%		          5.11%	   	      4.48%		          5.39%	(b)
											
Decrease in above ratios due to								
			
waiver of investment advisory 
fees and	reimbursement of other 
expenses		                                  0.05%		         0.30%		          0.02%		            -		           0.72%	(b)
											
Portfolio turnover	                       	1,126%		        1,401%		         1,479%		        1,245%		           850%	
</TABLE>


(a)  Net of waivers and reimbursements.	
(b)  Annualized	
*    Commencement of Operations	
**   Rounds to less than $0.01.	


FFTW Funds, Inc.
- -------------------------------------------------------------------------------
Financial Highlights
                                                    Worldwide-Hedged Portfolio
- -------------------------------------------------------------------------------
<TABLE>
<S>                                <C>              <C>              <C>              <C>              <C>                  
                                                        	For the Year Ended	                            Period From
For a share outstanding	            Dec. 31, 1996   	Dec. 31,	1995    Dec. 31,	1994    Dec. 31,	1993    May 19, 1992* to
throughout the period:	                                                                                 Dec. 31, 1992


Per Share Data											
Net asset value, beginning of 
period		                            $       10.85		  $       10.41  		$       10.08 		 $        9.85 		  $      10.00 
	
											
Increase From Investment									
		
Operations											
Investment income, net		                     0.62		           0.45		           0.34 		          0.45 		          0.32 	
											
Net realized and unrealized gain 
on	investments, financial futures 
contracts, and foreign currency-
related transactions	                       	0.43		           0.66		           0.43 (c)	        0.76 		          0.25 	
											
Total from investment operations		           1.05		           1.11 		          0.77 		          1.21 		          0.57 	
											
Less Distributions										
	
From investment income, net		                0.62		           0.67		           0.44 		          0.45 		          0.32 	
											
In excess of investment income, net		        0.37		              -		           0.00	**	            -		              -	
											
From net realized gain on 
investments,	financial futures 
contracts, and foreign										
	
currency-related transactions		                 -		              - 		             -		           0.53		           0.40	
											
Total distributions	                        	0.99		           0.67		           0.44		           0.98		           0.72	
											
Net asset value, end of period		      $     10.91   		$      10.85		   $      10.41 	   	$     10.08		     $     9.85	
											
Total Return	                              	10.03%		         11.00%		          7.84%		         12.89%		          9.45%	(b)
											
Ratios/Supplemental Data									
		
Net assets, end of period		          $ 30,023,657	   	$ 28,254,830 		  $    272,725 		  $ 41,137,515 		  $ 21,785,134 	
											
Ratio of operating expenses											
to average net assets,
exclusive of interest 
expense (a)                                		0.45%		          0.45%		          0.60%		          0.60%	         	 0.60%	(b)
											
Ratio of operating expenses									
		to average net assets, 
inclusive of interest 
expense (a)		                                0.45%		          0.45%		          0.65%		          0.86%		          0.83%	(b)
											
Ratio of investment income,											
net to average net assets		                  5.71%		          5.84%		          4.72%		          4.49%		          5.13%	(b)
											
Decrease in above ratios due 
to waiver of investment advisory 
fees	and reimbursement of 
other expenses		                             0.24%		          0.54%		          0.17%		          0.09%		          1.01%	(b)
											
Portfolio Turnover		                        1,087%		           500%		         1,622%		         1,254%		           826%	


(a)  Net of waivers and reimbursements.	
(b)  Annualized	
(c)  Includes the effect of net realized losses prior to significant decreases 
     in shares outstanding.	
	
*  Commencement of Operations	
** Rounds to less than $0.01.	


FFTW Funds, Inc.
- -------------------------------------------------------------------------------
Financial Highlights
                                                       International Portfolio
- -------------------------------------------------------------------------------
                                                          		Period From	
			
For a share outstanding	                                   	May 9, 1996 *				
throughout the period:		                                   to Dec. 31, 1996				


Per Share Data									
Net asset value, beginning of period				                      $       10.00 		
									
Increase From Investment
Operations									
Investment income, net		                                             		0.38					
									
Net realized and unrealized gain on									
investments, financial futures contracts,									
and foreign currency-related transactions	                          			0.28 		
									
Total from investment operations		                                   		0.66 	
									
Less Distributions									
From investment income, net	                                        			0.38					
									
From net realized gain on investments, 									
financial futures contracts, and foreign									
currency-related transactions		                                     		0.08					
									
Total distributions		                                               		0.46					
									
Net asset value, end of period				                           $       10.20 					
									
Total Return		                                                      		6.66%	(c)
									
Ratios/Supplemental Data									
Net assets, end of period				                                $  35,745,937 					
									
Ratio of operating expenses									
to average net assets (a)	                                         			0.60%	(b)
									
Ratio of investment income,									
net to average net assets			                                         	5.73%	(b)
									
Decrease in above ratios									
due to waiver of investment									
advisory fees		                                                     		0.32%	(b)
									
Portfolio turnover	                                                 			539%					
</TABLE>
									

(a)  Net of waivers.	
(b)  Annualized	
(c)  Not annualized	
	
*    Commencement of Operations	



FFTW Funds, Inc.
- ------------------------------------------------------------------------------
Financial Highlights
                                                International-Hedged Portfolio
- ------------------------------------------------------------------------------
<TABLE>
<S>                                  <C>              <C>               <C>              <C>                 
                                                     	For the Year Ended		                Period From
For a share outstanding					                                     	                        March 25, 1993* to
throughout the period:	               Dec. 31, 1996   	Dec. 31, 1995***		Dec. 31, 1994	  	to Dec. 31, 1993



Net asset value, beginning 
  of period		                         $       10.19		  $       10.00		   $       10.39 		 $        10.00 	
						    			
Increase (Decrease) From
Investment Operations									
Investment income, net	                       	0.47		           0.19 		           0.20 		           0.44 	
									
Net realized and unrealized 
gain (loss) on	investments, 
financial futures and swap 
contracts, and foreign 
currency-related transactions		               (0.15)		          0.19 		          (0.46)		           0.78 	
									
Total from investment 
  operations		                                 0.32		           0.38 		          (0.26)		           1.22 	
									
Less Distributions									
From investment income, net		                  0.47		           0.19 		           0.20 		           0.44 	
									
In excess of investment 
  income, net		                                   -		           0.00	(c)	            -	   	            -	
									
From net realized gain on 
investments,	financial futures 
and swap contracts,	and 
foreign currency- related 
transactions		                                 0.05		              -		            0.50		            0.39	
									
In excess of net realized 
gain on investments,									
financial futures and swap 
contracts, and	foreign 
currency-related transactions.		               0.09		              -		               -		               -	
									
From capital stock in 
  excess of par value		                        0.10		              -		               -		               -	
									
Total distributions		                          0.71		           0.19 		           0.70 		           0.83 	
									
Net asset value, end 
  of period		                            $     9.80		    $     10.19    		 $      9.43 **	    $      10.39 	
									
Total Return		                                 3.18%		         13.45%(b)	        (2.53%)		           16.37%	(b)
									
Ratios/Supplemental Data									
Net assets, end of period		           $ 126,645,111		  $  34,004,887 		    $         -   		  $  17,866,568 	
									
Ratio of operating expenses									
to average net assets (a)		                    0.60%		          0.60%(b)	         0.57%		             0.60%	(b)
									
Ratio of investment income,									
net to average net assets	                    	4.65%		          6.12%(b)	         2.87%		             5.86%	(b)
									
Decrease in above ratios 
due to waiver	of investment 
advisory fees and reimburse-									
ment of other expenses                       		0.06%		          0.17%(b)	         0.49%		             0.28%	(b)
									
Portfolio Turnover	                             784%		           764%		          1,282%		              855%	
</TABLE>

(a) Net of waivers and reimbursements.	
(b) Annualized	
(c) Rounds to less than $0.01.	
*    Commencement of Operations	
**   Represents net asset value per share at December 30, 1994. The Portfolio 
     was fully liquidated on December 30, 1994 based on this net asset value.	
***  The Portfolio recommenced operations on September 14, 1995.




                                	THE FUND

    	The Fund is a no-load, open-end management investment company 
organized as a Maryland corporation.  The Fund currently consists of thirteen 
Portfolios of debt securities, each with its own investment objectives and 
policies: (1) U.S. Fixed Income Portfolios - Money Market, U.S. Short-Term, 
Stable Return, U.S. Treasury, Mortgage Total Return and Broad Market and (2) 
Global and International Fixed Income Portfolios - Worldwide, Worldwide-
Hedged, International, International-Hedged, Emerging Markets, Inflation-
Indexed and Inflation-Indexed Hedged.     


                    	INVESTMENT OBJECTIVES AND POLICIES

    	Each Portfolio seeks a high or stable level of total return as may 
be consistent with the preservation of capital.   The total return sought by 
each Portfolio will consist of current income, capital appreciation, or a 
combination of capital appreciation and current income, depending on whether 
the Investment Adviser believes that current and anticipated levels of 
interest rates, exchange rates and other factors affecting domestic and 
foreign investments generally favor emphasizing one element or another in 
seeking maximum total return.  There can be no assurance that the investment 
objectives of any Portfolio will be achieved.

    	Each Portfolio will invest only in debt securities that are rated 
per the following table by Standard & Poor's Corporation ("S&P") or Moody's 
Investors Services, Inc. ("Moody's"), or by Thomson Bankwatch in the case of 
bank obligations, or similarly rated by IBCA Ltd. ("IBCA") in the case of 
foreign bank obligations, or determined by the Investment Adviser (or the Sub-
Adviser to the Global and International Portfolios) to be of similar 
creditworthiness.  The minimum allowable quality rating is indicated.
   
Portfolio	             S&P	   Moody's	   S&P 	   Moody's	  Thompson	  Average
                     (Corp.)  (Corp.)   (Short-  (Short-   Bankwatch  Portfolio
                                        Term)    Term)                Quality

U.S. Treasury	         AAA	     Aaa	     A-1	     P-1	        A	        AAA 
                                                                       (Aaa)

Emerging Markets	      none	    none	    none	    none	      none	      none

Inflation-Indexed 
Portfolios	             A	       A       A-2	     P-2	        B       	AA (Aa)

Other Portfolios	      BBB	     Baa	     A-2	     P-2	        B	       AA (Aa)
 
Money Market quality ratings are described below in the Portfolio's investment 
policies.	

    	Each Portfolio seeks to achieve its investment objective by 
investing in debt securities of varying durations.  Duration incorporates a 
bond's yield, coupon interest payments, final maturity and call features into 
one measure.  Duration is a measure of the expected life of a debt security on 
a present value basis.  It takes the length of the time intervals between the 
present time and the time that the interest and principal payments are 
scheduled or, in the case of a callable bond, expected to be received, and 
weights them by the present values of the cash to be received at each future 
point in time.  For any debt security with interest payments occurring prior 
to the payment of principal, duration is always less than maturity.  In 
general, for the same maturity, the lower the stated or coupon rate of 
interest of a debt security, the longer the duration of the security; 
conversely, the higher the stated or coupon rate of interest of a debt 
security, the shorter the duration of the security.

    	Futures, options and options on futures have durations which, in 
general, are closely related to the duration of the securities that underlie 
them.  Holding long futures or call options (backed by a segregated account of 
cash and cash equivalents) will lengthen a Portfolio's duration by 
approximately the same amount that holding an equivalent amount of the 
underlying securities would.  Short futures or put option positions have 
durations roughly equal to the negative duration of the securities that 
underlie those positions, and have the effect of reducing portfolio duration 
by approximately the same amount that selling an equivalent amount of the 
underlying securities would.  In the case of Mortgage Total Return, Inflation-
Indexed and Inflation-Indexed Hedged Portfolios, short positions as a result 
of short selling have an equivalent negative impact to duration.


    	The Investment Adviser or Sub-Adviser may exceed the stated duration cap 
of a Portfolio for temporary defensive purposes.

U.S. FIXED INCOME PORTFOLIOS

    	Each of the U.S. Portfolios will invest at least 65% of its total 
assets in U.S. dollar-denominated debt securities.  Each of the U.S. 
Portfolios, other than U.S. Treasury and Money Market , may invest up to 35% 
of its total assets in foreign currency-denominated (non-U.S. dollar) debt 
securities, although it is not currently expected that any of the U.S. 
Portfolios will invest more than a minor portion of their total assets in such 
securities.    

MONEY MARKET PORTFOLIO
	
  		The investment objective of Money Market is to provide the maximum 
current income that is consistent with the preservation of capital and liquidity
through investments in money market securities.    

  		Money Market seeks to attain its objective by investing at least 80% 
of its total assets in the following high quality, short-term instruments: 

   	(a) obligations issued or guaranteed by the U.S. Government or its 
        agencies or instrumentalities;

   	(b) commercial paper, loan participation interests, medium term notes, 
        asset-backed securities and other promissory notes, including floating 
        or variable rate obligations; 

   	(c) domestic, Yankeedollar (U.S. branches or subsidiaries of foreign 
        depository institutions) and Eurodollar (foreign branches or 
        subsidiaries of U.S. depository institutions) certificates of deposit, 
        time deposits, bankers' acceptances, commercial paper, bearer deposit 
        notes and other promissory notes including floating or variable rate 
        obligations issued by  U.S. or foreign bank holding companies and their 
        bank subsidiaries, branches and agencies; and

   	(d) repurchase and reverse repurchase agreements.

    	Money Market will invest only in issuers or instruments that at the time 
of purchase:

   	(a) are issued or guaranteed by the U.S. Government, its agencies, or 
        instrumentalities;

   	(b) have received the highest short-term rating by at least two nationally 
        recognized statistical rating organizations ("NRSROs") such as "A-1" by 
        Standard & Poor's and "P-1" by Moody's, or are single rated and have 
        received the highest short-term rating by the NRSRO ("First Tier 
        Securities");

   	(c) are rated by two NRSROs in the second highest category, or rated by 
        one agency in the highest category and by another agency in the second 
        highest category or by one agency in the second highest category 
        ("Second Tier Securities"), provided that Second Tier Securities are 
        limited in total to 5% of the Portfolio's total assets and on a per 
        issuer basis, to no more than the greater of 1% of the Portfolio's total
        assets or $1,000,000; or

   	(d) are unrated, but are determined to be of comparable quality by the 
        Investment Adviser and sub-adviser pursuant to guidelines approved by 
        the Board of Directors.

  		Single rated and unrated securities are subject to ratification by 
the Board of Directors.  See "Descriptions of Investments" and the Statement of 
Additional Information for definitions of the foregoing instruments and rating 
systems.
		
  		Portfolio investments in Money Market are valued based on the 
amortized cost valuation technique pursuant to Rule 2a-7 under the 1940 Act.  
See the Statement of Additional Information for an explanation of the amortized 
cost valuation method.  All obligations in which Money Market invests generally 
have remaining maturities of 397 days or less, although obligations subject to 
repurchase agreements and certain variable and floating rate obligations may 
bear longer final maturities. 



U.S. SHORT-TERM PORTFOLIO

    	The investment objective of U.S. Short-Term is to attain a high 
level of total return as may be consistent with the preservation of capital 
and to maintain liquidity by investing at least 65% of its total assets in 
high-quality fixed income securities with an average U.S. dollar-weighted 
duration of less than one year.

    	U.S. Short-Term seeks to attain its objectives by investing in: 
debt securities of U.S. and foreign issuers, including securities issued or 
guaranteed by the U.S. Government and its agencies or instrumentalities; 
municipal obligations; obligations issued or guaranteed by a foreign 
government or any of its political subdivisions, authorities, agencies or 
instrumentalities or by supranational organizations; obligations of domestic 
or foreign corporations or other entities; obligations of domestic or foreign 
banks; and mortgage- and asset-backed securities.  The Portfolio may also 
engage in repurchase and reverse repurchase agreements.  These investments are 
described below under "Description of Investments".  In addition, U.S. Short-
Term may utilize up to 5% of its total assets as margin and premiums to 
purchase and sell options, futures and options on futures contracts.  U.S. 
Short-Term may not invest more than 5% of its total assets in the securities 
of any issuer (other than the U.S. Government and its agencies).  

    	The shares of U.S. Short-Term are not guaranteed by the U.S. 
Government.  U.S. Short-Term is not a "money market fund" and may make 
investments that are not permitted by money market funds under applicable 
regulations.  For example, U.S. Short-Term may have a dollar-weighted average 
maturity in excess of ninety days.  Except for temporary defensive purposes, 
U.S. Short-Term will not have a dollar-weighted average maturity in excess of 
three years.

STABLE RETURN PORTFOLIO

    	The investment objective of Stable Return is to maintain a stable 
level of total return as may be consistent with the preservation of capital by 
investing at least 65% of its total assets in high-quality debt securities 
with an average U.S. dollar-weighted duration of less than three years and by 
using interest rate hedging as a stabilizing technique.  

    	Stable Return seeks to attain its objective by investing in debt 
securities and instruments of the same type as U.S. Short-Term.  Stable Return 
will generally purchase securities included in the Merrill Lynch 1-2.99 Year 
Treasury Index, which has historically maintained stable returns from quarter 
to quarter, relative to longer-term securities. (See "Appendix" in the 
Statement of Additional Information.)  The price and yield of securities in 
the 1 to 3 year duration range are generally less volatile than those of 
securities with a longer duration.  Stable Return will seek to match the 
average duration of the Index but cannot guarantee that it will do so.  At no 
time will the average duration of the Portfolio be more than one year in 
excess of the average duration of the Index.

    	Stable Return is suitable as an investment option for defined 
contribution and retirement plans.  Stable Return will be managed by the 
Investment Adviser in a manner designed to produce returns similar to those of 
a guaranteed investment contract ("GIC").  However, unlike a GIC, Stable 
Return is not guaranteed by an insurer.

U.S. TREASURY PORTFOLIO

    	The investment objective of U.S. Treasury is to attain a high 
level of total return as may be consistent with the preservation of capital 
and to avoid credit quality risk by investing primarily in securities issued 
by the U.S. Treasury with an average U.S. dollar-weighted duration of less 
than five years which will provide investors in most jurisdictions with income 
exempt from state and local tax. (Check with a tax adviser to determine if 
your state and local tax laws exempt income derived from U.S. Treasury mutual 
fund portfolios.)

    	U.S. Treasury seeks to attain its objective by investing at least 
95% of its total assets in U.S. dollar-denominated obligations issued by the 
U.S. Treasury, and repurchase and reverse repurchase agreements collateralized 
by such obligations.  U.S. Treasury may invest up to 5% of its total assets in 
U.S. dollar- or foreign currency-denominated debt securities and instruments 
of the same type as U.S. Short-Term.    

MORTGAGE TOTAL RETURN PORTFOLIO

    	The investment objective of Mortgage Total Return is to attain a 
high level of total return as may be consistent with the preservation of 
capital by investing primarily in mortgage- and asset-backed, and other 
mortgage-related securities, maintaining an average U.S. dollar-weighted 
duration in the range of two to six years.    


    	Mortgage Total Return seeks to attain its objective by investing 
at least 65% of its total assets in mortgage- and asset-backed, and other 
mortgage-related debt obligations of U.S. and foreign issuers.  Mortgage Total 
Return may also invest up to 35% of its total assets in debt securities and 
instruments of the same type as U.S. Short-Term.  The Portfolio may, for 
temporary defensive purposes, invest up to 100% of its total assets in short-
term U.S. Government securities and money market instruments.   

BROAD MARKET PORTFOLIO

    	The investment objective of Broad Market is to attain a high level 
of total return as may be consistent with the preservation of capital by 
investing at least 65% of its total assets in high-quality fixed income 
securities reflective of the broad spectrum of the U.S. bond market with an 
average U.S. dollar-weighted duration of less than eight years.    

    	Broad Market seeks to attain its objective by investing in debt 
securities and instruments of the same type as U.S. Short-Term.  The broad 
market of fixed income securities includes all investment grade fixed income 
securities in the corporate, U.S. Government and mortgage- and asset-backed 
markets with durations of greater than one year.  The allocation among markets 
will vary based upon the issuance of new securities and the retirement of 
outstanding securities.  The current market allocation is comprised of 
approximately 20% in corporate securities, 50% in U.S. Government securities 
and 30% in mortgage- and asset-backed securities.  The Investment Adviser will 
manage Broad Market to approximate broad market allocations by purchasing and 
selling representative securities in each market, but Broad Market cannot 
guarantee that it will match such broad market allocations.  The Portfolio 
may, for temporary defensive purposes, invest up to 100% of its total assets 
in short-term U.S. Government securities and money market instruments.  

GLOBAL AND INTERNATIONAL PORTFOLIOS
	
    	Each of the Worldwide Portfolios will invest at least 65% of its 
total assets in debt securities of issuers from at least three different 
countries, including the United States, with a significant portion of its 
assets in debt securities of issuers located outside the United States.  Each 
of the International Portfolios will invest at least 65% of its total assets 
in debt securities of issuers from at least three different countries, 
excluding the United States.  Each of Inflation-Indexed and Inflation-Indexed 
Hedged are not required to invest any minimum percentage of assets in debt 
securities of issuers located outside the United States, nor in any minimum 
number of countries or currencies.  Each of the Portfolios may, for temporary 
defensive purposes, invest up to 100% of its total assets in short-term U.S. 
Government securities and money market instruments.     

WORLDWIDE PORTFOLIO

    	The investment objective of Worldwide is to attain a high level of 
total return as may be consistent with the preservation of capital by 
investing at least 65% of its total assets in high-quality fixed income 
securities from bond markets worldwide, denominated in both U.S. dollars and 
foreign currencies, with an average U.S. dollar-weighted duration of less than 
eight years.    
 
    	Worldwide seeks to attain its objective by investing in debt 
securities of U.S. and foreign issuers, including securities issued or 
guaranteed by the U.S. Government and its agencies or instrumentalities; 
municipal obligations; obligations issued or guaranteed by a foreign 
government, or any of its political subdivisions, authorities, agencies or 
instrumentalities or by supranational organizations; obligations of domestic 
or foreign corporations or other entities; obligations of domestic or foreign 
banks; and mortgage- and asset-backed securities.  The Portfolio may also 
engage in repurchase and reverse repurchase agreements.  Each of these 
investments are described below under "Descriptions of Investments".  In 
addition, Worldwide may utilize up to 5% of its total assets as margin and 
premiums to purchase and sell options, futures and options on futures 
contracts.  The Adviser or Sub-Adviser intends to actively manage the 
Portfolio and the allocations of the Portfolio's investment assets among 
various world bond markets (and currencies) are not expected to be comparable 
to, or as diverse as, the allocations accorded to such markets (and 
currencies) by the major bond market indices.  The Portfolio will maintain 
investments in debt securities of issuers from at least three different 
countries, including the United States.     
 
    	At the Investment Adviser's or Sub-Adviser's discretion, Worldwide 
may at times seek to hedge all or part of its foreign currency-denominated 
assets against foreign currency risks.  Worldwide may also enter into 
transactions in foreign currencies and related instruments, based on 
expectations of changes in the exchange rates among foreign currencies, in an 
effort to enhance total return.


WORLDWIDE-HEDGED PORTFOLIO

    	The investment objective of Worldwide-Hedged is to attain a high 
level of total return as may be consistent with the preservation of capital by 
investing at least 65% of its total assets in high-quality fixed income 
securities from bond markets worldwide, denominated in both U.S. dollars and 
foreign currencies, with an average U.S. dollar-weighted duration of less than 
eight years and by actively utilizing currency hedging techniques.  

    	Worldwide-Hedged seeks to attain its objective by investing in 
debt securities and instruments of the same type as Worldwide.  The Adviser or 
Sub-Adviser intends to actively manage the Portfolio and the allocations of 
the Portfolio's investment assets among various world bond markets are not 
expected to be comparable to, or as diverse as, the allocations accorded to 
such markets by the major bond market indices.  The Portfolio will maintain 
investments in debt securities of issuers from at least three different 
countries, including the United States.
 
  	Worldwide-Hedged, as a fundamental policy of the Portfolio, which 
may only be changed by a vote of shareholders, will attempt to hedge at least 
65% of its foreign currency-denominated total assets against foreign currency 
risks to the extent feasible.  Worldwide-Hedged may also enter into 
transactions in foreign currencies and related instruments, based on 
expectations of changes in the exchange rates among foreign currencies, in an 
effort to enhance total return.    


INTERNATIONAL PORTFOLIO

    	The investment objective of International is to attain a high 
level of total return as may be consistent with the preservation of capital by 
investing at least 65% of its total assets in high-quality fixed income 
securities from bond markets worldwide, denominated in foreign currencies, 
with an average U.S. dollar-weighted duration of less than eight years.

    	International will seek to attain its objective by investing in 
foreign currency-denominated debt securities and instruments of the same type 
as Worldwide.  Up to 35% of the balance of its total assets may be invested in 
U.S. dollar-denominated securities of the same type.     

    	At the Investment Adviser's or Sub-Adviser's discretion, 
International may at times seek to hedge all or part of its foreign currency-
denominated assets against foreign currency risks.  International may also 
enter into transactions in foreign currencies and related instruments, based 
on expectations of changes in the exchange rates among foreign currencies, in 
an effort to enhance total return.



INTERNATIONAL-HEDGED PORTFOLIO

    	The investment objective of International-Hedged is to attain a 
high level of total return as may be consistent with the preservation of 
capital by investing at least 65% of its total assets in high-quality fixed 
income securities from bond markets worldwide, denominated in foreign 
currencies, with an average U.S. dollar-weighted duration of less than eight 
years and by actively utilizing currency hedging techniques.

    	International-Hedged seeks to attain its objective by investing in 
foreign currency-denominated debt securities and instruments of the same type 
as Worldwide.  Up to 35% of the balance of its total assets may be invested in 
U.S. dollar-denominated securities of the same type.
 
    	International-Hedged, as a fundamental policy of the Portfolio, 
which may only be changed by a vote of shareholders, will attempt to hedge at 
least 65% of its foreign currency-denominated total assets against foreign 
currency risks to the extent feasible.  Hedging techniques may at times 
include the purchase of an interest rate swap pursuant to which the Portfolio 
agrees to pay the return on a specified global index in exchange for a fixed 
interest payment.  The effect of such a hedge is to exchange the market 
exposure imbedded in the index for a fixed interest return, while retaining on 
behalf of the Portfolio any incremental return achieved in excess of the index 
return.  This type of transaction also serves to hedge the Portfolio's 
currency exposure. International-Hedged may also enter into transactions in 
foreign currencies and related instruments, based on expectations of changes 
in the exchange rates among foreign currencies, in an effort to enhance total 
return.   



EMERGING MARKETS PORTFOLIO

  	 	The investment objective of Emerging Markets is to attain a high 
level of total return as may be consistent with the preservation of capital by 
investing at least 65% of its total assets in fixed income securities from bond 
markets in emerging markets countries, denominated in local currencies or 
currencies of OECD countries, with an average U.S. dollar-weighted duration of 
less than eight years.

    	Emerging Markets seeks to attain its objective by investing in 
debt securities of foreign issuers from emerging markets countries (see 
below), including obligations issued or guaranteed by a foreign government, or 
any of its political subdivisions, authorities, agencies or instrumentalities 
or by supranational organizations; obligations of foreign corporations or 
other entities; obligations of foreign banks; Brady Bonds; Eurobonds; and 
Yankee Bonds.  Up to 35% of the balance of its total assets may be invested in 
securities of the same type as Worldwide. The Portfolio may also engage in 
repurchase and reverse repurchase agreements.  The Portfolio may also invest 
in loan participation instruments from major bank lenders to emerging market 
countries. Each of these investments are described below under "Descriptions 
of Investments". In addition, Emerging Markets may utilize up to 5% of its 
total assets as margin and premiums to purchase and sell options, futures and 
options on futures contracts.  The Adviser or Sub-Adviser intends to actively 
manage the Portfolio and the allocations of the Portfolio's investment assets 
among various emerging markets (and currencies) are not expected to be 
comparable to, or as diverse as, the allocations accorded to such markets (and 
currencies) by the major bond market indices.  The Portfolio will maintain 
investments in debt securities of issuers from at least three different 
countries.    

    	The management of the Portfolio will employ a combination of 
fundamental economic analysis as well as internally developed models to screen 
out credit or default risk and to highlight potentially risky currencies of 
emerging markets countries.

    	The Portfolio primarily invests in the following emerging markets: 
1) Latin America - Argentina, Brazil, Chile, Colombia, Costa Rica, Ecuador, 
Jamaica, Mexico, Panama, Peru and Venezuela; 2) Asia - China, India, 
Indonesia, Malaysia, Philippines and Thailand; 3) Africa - Morocco, Nigeria 
and South Africa; and 4) Europe - Bulgaria, Czech Republic, Greece, Hungary, 
Poland, Portugal, Russia and Turkey.  Other countries may be added in the 
future.

    	At the Investment Adviser's or Sub-Adviser's discretion, Emerging 
Markets may at times seek to hedge all or part of its foreign currency-
denominated assets against foreign currency risks.  Emerging Markets may also 
enter into transactions in foreign currencies and related instruments, based 
on expectations of changes in the exchange rates among foreign currencies, in 
an effort to enhance total return.

INFLATION-INDEXED PORTFOLIO

   		The investment objective of Inflation-Indexed is to attain a high 
level of return in excess of inflation as may be consistent with the 
preservation of capital by investing at least 65% of its total assets in 
securities with a coupon rate or principal amount or both linked to the 
inflation rate from bond markets worldwide, denominated in both U.S. dollars 
and foreign currencies.    


    	Inflation-Indexed seeks to attain its objective by investing in 
debt securities of U.S. and foreign issuers, including securities issued or 
guaranteed by the U.S. Government and its agencies or instrumentalities; 
municipal obligations; obligations issued or guaranteed by a foreign 
government, or any of its political subdivisions, authorities, agencies or 
instrumentalities or by supranational organizations; obligations of domestic 
or foreign corporations or other entities; obligations of domestic or foreign 
banks; and mortgage- and asset-backed securities.  At least 65% of these 
securities will be linked to the inflation rate in the applicable market of 
the issuer.  The Portfolio may also engage in repurchase and reverse 
repurchase agreements.  Each of these investments are described below under 
"Descriptions of Investments".  In addition, Inflation-Indexed may utilize up 
to 5% of its total assets as margin and premiums to purchase and sell options, 
futures and options on futures contracts.  The Adviser or Sub-Adviser intends 
to actively manage the Portfolio and the allocations of the Portfolio's 
investment assets among various world bond markets (and currencies) are not 
expected to be comparable to, or as diverse as, the allocations accorded to 
such markets (and currencies) by the major bond market indices.    
 
    	At the Investment Adviser's or Sub-Adviser's discretion, 
Inflation-Indexed may at times seek to hedge all or part of its foreign 
currency-denominated assets against foreign currency risks.  Inflation-Indexed 
may also enter into transactions in foreign currencies and related 
instruments, based on expectations of changes in the exchange rates among 
foreign currencies, in an effort to enhance total return.   

INFLATION-INDEXED HEDGED PORTFOLIO

   		The investment objective of Inflation-Indexed Hedged is to attain a 
high level of return in excess of inflation as may be consistent with the 
preservation of capital by investing investing at least 65% of its total 
assets 
in securities with a coupon rate or principal amount or both linked to the 
inflation rate from bond markets worldwide, denominated in both U.S. dollars 
and foreign currencies and by actively utilizing currency hedging techniques.

	
    	Inflation-Indexed Hedged seeks to attain its objective by 
investing in debt securities and instruments of the same type as Inflation-
Indexed.  The Adviser or Sub-Adviser intends to actively manage the Portfolio 
and the allocations of the Portfolio's investment assets among various world 
bond markets are not expected to be comparable to, or as diverse as, the 
allocations accorded to such markets by the major bond market indices.
 
    	Inflation-Indexed Hedged, as a fundamental policy of the 
Portfolio, which may only be changed by a vote of shareholders, will attempt 
to hedge at least 65% of its foreign currency-denominated total assets against 
foreign currency risks to the extent feasible.  Inflation-Indexed Hedged may 
also enter into transactions in foreign currencies and related instruments, 
based on expectations of changes in the exchange rates among foreign 
currencies, in an effort to enhance total return.   
	

                     	DESCRIPTION OF INVESTMENTS

    	The following briefly describes some of the different types of 
securities in which the thirteen Portfolios may invest, subject to each 
Portfolio's investment objectives and policies.  For a more extensive 
description of these assets and the risks associated with them, see the 
Statement of Additional Information.
   
    	U.S. Treasury and other U.S. Government and Government Agency 
Securities.  Each Portfolio may purchase securities issued by or guaranteed as 
to principal and interest by the U.S. Government, its agencies or 
instrumentalities and supported by the full faith and credit of the United 
States ("U.S. Government Securities").  Each Portfolio may also purchase 
securities issued by a U.S. Government-sponsored enterprise or federal agency 
that is supported either by its ability to borrow from the U.S. Treasury 
(e.g., Student Loan Marketing Association) or by its own credit standing 
(e.g., Federal National Mortgage Association).  Such securities do not 
constitute direct obligations of the United States but are issued, in general, 
under the authority of an Act of Congress.

    	Foreign Government and International and Supranational Agency 
Securities.  Each Portfolio may purchase debt obligations issued or guaranteed 
by foreign governments or their subdivisions, agencies and instrumentalities, 
and debt obligations issued or guaranteed by international agencies and 
supranational entities.

    	Bank Obligations.  Each Portfolio may invest in obligations of 
domestic and foreign banks, including time deposits, certificates of deposit, 
bankers' acceptances, bank notes, deposit notes, Eurodollar time deposits, 
Eurodollar certificates of deposit, variable rate notes, loan participations, 
variable amount master demand notes and custodial receipts ("Bank 
Obligations").  Each Portfolio (in particular, Money Market and U.S. Short-Term)
may, from time to time, concentrate more than 25% of its total assets in such 
Bank Obligations.     

     Zero Coupon Securities.  Each Portfolio may invest in zero coupon 
securities, which are securities that make no periodic interest payments but 
instead are sold at a deep discount from their face value.  The buyer of these 
securities receives a rate of return by the gradual appreciation of the 
security, which results from the fact that it will be redeemed at face value on 
a specified maturity date.  There are many kinds of zero coupon securities. Some
are issued in zero-coupon form, including stripped U.S. Government Securities 
issued through the U.S. Treasury.  Others are created by brokerage firms that 
strip (separate) the coupons (unmatured interest payments) off of interest-
paying bonds and sell the principal and the coupons separately.       


    	Corporate Debt Instruments.  Each Portfolio may purchase 
commercial paper, notes and other obligations of U.S. and foreign corporate 
issuers meeting the Portfolio's credit quality standards (including medium-
term and variable rate notes).

    	Repurchase and Reverse Repurchase Agreements.  Each Portfolio may 
enter into repurchase agreements under which a bank or securities firm (that 
is a dealer in U.S. Government Securities reporting to the Federal Reserve 
Bank of New York) agrees, upon entering into the contract, to sell U.S. 
Government Securities to a Portfolio and repurchase such securities from the 
Portfolio at a mutually agreed-upon price and date.  Each Portfolio may enter 
into reverse repurchase agreements under which a primary or reporting dealer 
in U.S. Government Securities purchases U.S. Government Securities from a 
Portfolio and the Portfolio agrees to repurchase the securities at an 
agreed-upon price and date.  

       	For each reverse repurchase agreement, the Fund will maintain for 
a Portfolio a segregated custodial account containing cash, U.S. Government 
Securities or other appropriate  securities having an aggregate 
value at least equal to the amount of such commitments to repurchase, 
including accrued interest, until payment is made. Repurchase and reverse 
repurchase agreements will generally be restricted to those that mature within 
seven days.  The Portfolios will engage in such transactions with parties 
selected on the basis of such party's creditworthiness.  U.S. Short-Term, 
Worldwide, and Worldwide-Hedged may not enter into a repurchase agreement or 
reverse repurchase agreement if, as a result thereof, more than 25% of each 
such Portfolio's total assets would be subject to repurchase agreements or 
reverse repurchase agreements.          

    	Dollar Roll Transactions.  Each Portfolio may enter into dollar 
roll transactions with selected banks and broker-dealers.  Dollar roll 
transactions are treated as reverse repurchase agreements for purposes of a 
Portfolio's borrowing restrictions and consist of the sale by the Portfolio of 
mortgage-backed securities, together with a commitment to purchase similar, 
but not identical, securities at a future date, at the same price.  In 
addition, the Portfolio is paid a fee as consideration for entering into the 
commitment to purchase.  Dollar rolls may be renewed after cash settlement and 
initially involve only a firm commitment agreement by the Portfolio to buy a 
security.
   
    	Mortgage-Backed Securities.  Each Portfolio may, and Mortgage 
Total Return Portfolio primarily will, purchase securities that are secured or 
backed by mortgages or other mortgage-related assets.  Mortgage-backed 
securities are securities which represent ownership interests in, or are debt 
obligations secured entirely or primarily by, "pools" of residential or 
commercial mortgage loans or other mortgage-backed securities (the "Underlying 
Assets").  Such securities may be issued by such entities as the Government 
National Mortgage Association ("GNMA"), the Federal National Mortgage 
Association ("FNMA"), the Federal Home Loan Mortgage Corporation ("FHLMC"), 
commercial banks, savings and loan associations, mortgage banks or by issuers 
that are affiliates of or sponsored by such entities.  

    	Mortgage-backed securities may take a variety of forms, but the two 
most common are mortgage pass-through securities, which represent ownership 
interests in the Underlying Assets, and collateralized mortgage obligations 
("CMOs"), which are debt obligations collateralized by the Underlying Assets.	

    	Some CMOs are directly supported by other CMOs, which in turn are 
supported by mortgage pools.  Investors typically receive payments out of the 
interest and principal on the Underlying Assets.  The portions of these payments
the investors receive, as well as the priority of their rights to receive 
payments, are determined by the specific terms of the CMO class.  CMOs involve 
special risks, and evaluating them required special knowledge.      


    	Mortgage-backed securities are often backed by a pool of Underlying 
Assets representing the obligations of a number of different parties.  To lessen
the effect of failures by obligors on Underlying Assets to make payments, such 
securities may contain elements of credit support.  Such credit support falls 
into two categories:  (i) liquidity protection; and (ii) protection against 
losses resulting from ultimate default by an obligor on the Underlying Assets.  
Liquidity protection refers to the provision of advances, generally by the 
entity administering the pool of assets, to ensure that the receipt of payments 
on the underlying pool occurs in a timely fashion.  Protection against losses 
resulting from ultimate default ensures ultimate payment of obligations on at 
least a portion of the assets in the pool.  Such protection may be provided 
through guarantees, insurance policies or letters of credit obtained by the 
issuer or sponsor from third parties, through various means of structuring the 
transaction or through a combination of such approaches.  A Portfolio will not 
pay any additional fees for such credit support, although the existence of 
credit support may increase the price of a security.

    	The Investment Adviser expects that governmental, government-related 
and private entities may create new types of mortgage-backed securities offering
asset pass-through and asset-collateralized investments in addition to those 
described above.  As such new types of mortgage-related securities are developed
and offered to investors, the Investment Adviser will, consistent with each 
Portfolio's investment objectives, policies and quality standards, consider 
whether it would be appropriate for such Portfolio to make investments in 
them. 
 
    	The duration of a mortgage-backed security, for purposes of a 
Portfolio's average duration restrictions, will be computed based upon the 
expected average life of that security.

     	Other Asset-Backed Securities.  Each Portfolio may also purchase 
securities that are secured or backed by assets other than mortgage-related 
assets, such as automobile and credit card receivables, and that are sponsored 
by such institutions as finance companies, finance subsidiaries of industrial 
companies and investment banks.  Asset-backed securities have structural 
characteristics similar to mortgage-backed securities.  However, the underlying 
assets are not first lien mortgage loans or interests therein, but include 
assets such as motor vehicle installment sale contracts, other installment sale 
contracts, home equity loans, leases of various types of real and personal 
property, and receivables from revolving credit (credit card) agreements.  Such 
assets are securitized through the use of trusts or special purpose 
corporations.  Payments or distributions of principal and interest may be 
guaranteed up to a certain amount and for a certain period of time by a letter 
of credit or pool insurance issued by a financial institution unaffiliated with 
the issuer, or other credit enhancements may be present.  Each Portfolio will 
only purchase asset-backed securities that the Investment Adviser determines to 
be liquid.       

    	Foreign Securities.  Each Portfolio may, and generally the Global 
and International Portfolios will, invest in securities denominated in 
currencies other than the U.S. dollar.  The Investment Adviser and the 
Sub-Adviser will seek to manage the Global and International Portfolios in 
accordance with a global market strategy.  Consistent with such a strategy, 
these Portfolios may invest in debt securities denominated in any single 
currency or multi-currency units.  The Investment Adviser and the Sub-Adviser 
will adjust the exposure of these Portfolios to different currencies based on 
their perception of the most favorable markets and issuers.  In allocating 
assets among multiple markets, the Investment Adviser and the Sub-Adviser will 
assess the relative yield and anticipated direction of interest rates in 
particular markets, general market and economic conditions and the 
relationship of currencies of various countries to each other.  In their 
evaluations, the Investment Adviser and the Sub-Adviser will use internal 
financial, economic and credit analysis resources as well as information 
obtained from external sources.

    	The Global and International Portfolios, other than Emerging 
Markets, will invest primarily in securities denominated in the currencies of 
the United States (other than International and International-Hedged), Japan, 
Canada, Western European nations, New Zealand and Australia, as well as 
securities denominated in the European Currency Unit. Further, it is 
anticipated that such securities will be issued primarily by governmental and 
private entities located in such countries and by supranational entities.  No 
Portfolio will invest in countries that are not considered by the Investment 
Adviser or the Sub-Adviser to have stable governments, based on the Investment 
Adviser's and the Sub-Adviser's analysis of factors such as general political 
or economic conditions relating to the government and the likelihood of 
expropriation, nationalization, freezes or confiscation of private property, 
or whose currencies are not convertible into U.S. dollars.  Under certain 
adverse conditions and for the duration of such conditions, each Portfolio may 
restrict the financial markets or currencies in which its assets are invested 
and it may invest its assets solely in one financial market or in obligations 
denominated in one currency.

   		Brady Bonds. Emerging Markets, subject to limitations, may invest 
in "Brady Bonds" which are debt securities issued or guaranteed by foreign 
governments in exchange for existing external commercial bank indebtedness under
a plan announced by former U.S. Treasury Secretary Nicholas F. Brady in 1989.  
To date, over $154 billion (face amount) of Brady Bonds have been issued by the 
governments of thirteen countries, the largest proportion having been issued by 
Argentina, Brazil, Mexico and Venezuela. Brady Bonds have been issued only 
recently, and accordingly, they do not have a long payment history.  Brady Bonds
may be collateralized or uncollateralized, are issued in various currencies 
(primarily the U.S. dollar) and are actively traded in the over-the-counter 
secondary market.

    	The Portfolio may invest in either collateralized or uncollateralized 
Brady Bonds.  U.S. dollar-denominated, collateralized Brady Bonds, which 
may be fixed rate par bonds or floating rate discount bonds, are
collateralized in full as to principal by U.S. Treasury zero coupon bonds having
the same maturity as the bonds.  Interest payments on such bonds generally are 
collateralized by cash or securities in an amount that, in the case of fixed 
rate bonds, is equal to at least one year of rolling interest payments or, in 
the case of floating rate bonds, initially is equal to at least one year's 
rolling interest payments based on the applicable interest rate at the time 
and is adjusted at regular intervals thereafter. Brady Bonds which have been 
issued to date are rated BB or B by S&P or Ba or B by Moody's or, in cases in 
which a rating by S&P or Moody's has not been assigned, are generally considered
by the Adviser to be of comparable quality.

    	Indexed Notes, Currency Exchange-Related Securities and Similar 
Securities.  Each Portfolio may, and generally Inflation-Indexed and 
Inflation-Indexed Hedged will, purchase notes, the principal amount of which 
and/or the rate of interest payable on which is determined by reference to an 
index, which may be (i) the rate of exchange between the specified currency 
for the note and one or more other currencies or composite currencies; (ii) 
the difference in the price or prices of one or more specified commodities on 
specified dates; or (iii) the difference in the level of one or more specified 
stock indices on specified dates.  Each Portfolio may also purchase principal 
exchange rate linked securities, performance-indexed paper and foreign 
currency warrants.  See "Supplemental Descriptions of Investments" in the 
Statement of Additional Information.     

    	Inflation-Indexed Securities.  Each Portfolio may, and generally 
Inflation-Indexed and Inflation-Indexed Hedged will, invest in securities with 
a nominal return linked to the inflation rate from bond markets worldwide such 
as the U.S. Treasury Department's recently announced "inflation-protection" 
issues.  The initial issues are ten-year notes which are issued quarterly.  
Other maturities will be added at a later date.  The principal is adjusted for 
inflation (payable at maturity) and the semi-annual interest payments equal a 
fixed percentage of the inflation-adjusted principal amount.  The inflation 
adjustments are based upon the Consumer Price Index for Urban Consumers ("CPI-
U"). These securities are also be eligible for coupon stripping under the U.S. 
Treasury "STRIPS" program.

    	In addition to the U.S. Treasury's issues, the Portfolios may also 
purchase inflation-indexed securities from other countries such as Australia, 
Canada, New Zealand, Sweden and the United Kingdom, or other inflation-indexed 
securities that may be issued in the future.

    	Securities Denominated in Multi-National Currency Units or More 
Than One Currency.  Each Portfolio may invest in securities denominated in a 
multi-national currency unit, such as the European Currency Unit, which is a 
"basket" consisting of specified amounts of the currencies of the member 
states of the European Community, a Western European economic cooperative 
organization.  Each Portfolio may also invest in securities denominated in the 
currency of one nation although issued by a governmental entity, corporation 
or financial institution of another nation.

    	Municipal Instruments.  Each Portfolio may, from time to time, 
purchase municipal instruments when, in the Investment Adviser's opinion, such 
instruments will provide a greater rate of return than taxable instruments of 
comparable quality.  It is not anticipated that such instruments will ever 
represent a significant portion of any Portfolio's assets.


                             	INVESTMENT TECHNIQUES

PORTFOLIO TURNOVER

    	The costs associated with turnover have been and are expected to 
remain low relative to equity fund turnover costs.  However, due to the 
Investment Adviser's and Sub-Adviser's active management style, portfolio 
turnover may be higher than other mutual fund portfolios investing primarily 
in debt securities.  Custodial turnover charges are usually under 1/1000 of 1% 
of the transaction value.  Turnover costs also include the spread between the 
"bid" and the "asked" price of the security bought or sold.

    	U.S. Short-Term .  Turnover of U.S. Short-Term's assets (excluding 
those having a maturity of one year or less) is expected to be between 2,000% 
and 6,000% per year, but may, depending upon market conditions, be higher. 
This anticipated turnover rate is believed to be higher than the turnover 
experienced by most short-term funds, due to the Investment Adviser's active 
management of duration. 

    	Other Portfolios.  Turnover of the assets of each of Stable 
Return, U.S. Treasury, Mortgage Total Return, Broad Market, Worldwide, 
Worldwide-Hedged, International, International-Hedged, Emerging Markets, 
Inflation-Indexed and Inflation-Indexed Hedged (excluding those having a 
maturity of one year or less) is expected to be between 500% and 1,000% per 
year, but may, depending upon market conditions, be higher.
	
HEDGING STRATEGIES

    	Interest Rate Hedging.  In order to hedge against changes in 
interest rates, each Portfolio may purchase and sell exchange-traded or over-
the-counter ("OTC") put and call options on any security in which it is 
permitted to invest or on any security index or other index based on the 
securities in which it may invest, and may purchase and sell (on a covered 
basis) financial futures contracts for the future delivery of fixed-income 
securities or contracts based on financial indices, and options on such 
futures.  Each Portfolio may engage in such activities from time to time at 
the Investment Adviser's and Sub-Adviser's discretion, and may not necessarily 
be engaging in such activities when movements in interest rates that could 
affect the value of the assets of the Portfolio occur.  

       	Foreign Currency Hedging.  Each Portfolio may, and generally the 
Global and International Portfolios will, enter into forward foreign currency 
exchange contracts and may purchase and sell exchange traded and OTC options 
on currencies, foreign currency futures contracts and options on foreign 
currency futures contracts to hedge the currency exchange risk associated with 
its assets or obligations denominated in foreign currencies.  A Portfolio may 
also engage in synthetic hedging.  Synthetic hedging entails entering into a 
forward contract to sell a currency whose changes in value are generally 
considered to be linked to a currency or currencies in which some or all of 
the Portfolio's securities are or are expected to be denominated, and to buy 
U.S. dollars.  (The amount of the contract will not exceed the value of the 
Portfolio's holdings in linked currencies.)  There is the risk that the 
perceived linkage between various currencies may not be present or may not be 
present during the particular time that a Portfolio is engaging in proxy 
hedging.  Each Portfolio may also cross-hedge currencies by entering into 
forward contracts to sell one or more currencies that are expected to decline 
in value relative to other currencies to which the Portfolio has or in which 
the Portfolio expects to have portfolio exposure.  Except when a Portfolio 
enters into a forward contract for the purchase or sale of a security 
denominated in a particular currency, where a corresponding forward currency 
contract will require no segregation, a currency contract which obligates a 
Portfolio to buy or sell currency will generally require the Portfolio to hold
an amount of that currency or liquid securities denominated in that currency 
equal to the Portfolio's obligations or to segregate cash, U.S. Government 
securities or other appropriate obligations equal to the amount of the 
Portfolio's obligations.          

    	As a result of hedging techniques, the net exposure of each 
Portfolio to any one currency may be different from that of its total assets 
denominated in such currency.  Each of Worldwide-Hedged, International-Hedged 
and Inflation-Indexed Hedged intends to hedge its currency exchange risk to 
the extent practicable, but there can be no assurance that all of the assets 
of each Portfolio denominated in foreign currencies will be hedged at any 
time, or that any such hedge will be effective.  Each of Worldwide, 
International, Emerging Markets and Inflation-Indexed may at times, at the 
discretion of the Investment Adviser and the Sub-Adviser, hedge all or part of 
its currency exchange risk.

    	The Global and International Portfolios may also decide which 
securities to purchase or sell, whether to hedge foreign currency positions 
and engage in the transactions described in the previous paragraph in an 
effort to profit from anticipated changes in the relation between or among the 
rates of exchange between various currencies of the countries in which they 
are permitted to invest.  

       	Coverage Requirements.  All options on securities, securities 
indices, other indices and foreign currency written by a Portfolio are 
required to be covered.  When a Portfolio sells a call option, this means that 
during the life of the option the Portfolio will own or have the contractual 
right to acquire the securities or foreign currency subject to the option, or 
will maintain with the Fund's custodian in a segregated account cash, U.S. 
Government Securities or other appropriate securities in an 
amount at least equal to the market value of the securities or foreign 
currency underlying the option.  When a Portfolio writes a put option, this 
means that the Portfolio will maintain with the Fund's custodian in a 
segregated account cash, U.S. Government Securities or other appropriate 
securities in an amount at least equal to the exercise price of the option.     

       	All futures and forward currency contracts purchased or sold for 
non-hedging purposes by a Portfolio are also required to be covered.  When a 
Portfolio purchases a futures or forward currency contract for non-hedging 
purposes, this means that the Portfolio will deposit an amount of cash, U.S. 
Government Securities or other appropriate securities in a segregated account 
with the Fund's custodian so that the amount so segregated, plus the amount 
of initial and variation margin held in the account of its broker, if 
applicable, equals the market value of the futures or forward currency 
contract.       

       	When a Portfolio sells a futures or forward currency contract for 
non-hedging purposes, this means that during the life of the futures or 
forward currency contract the Portfolio will own or have the contractual right 
to acquire the securities or foreign currency subject to the futures or 
forward currency contract, or will maintain with the Fund's custodian in a 
segregated account cash, U.S. Government Securities or other appropriate 
securities in an amount at least equal to the market value of the 
securities or foreign currency underlying the futures or forward currency 
contract.       

    	If the market value of the contract moves adversely to the 
Portfolio, or if the value of the securities in the segregated account 
declines, the Portfolio will be required to deposit additional cash or 
securities in the segregated account at a time when it may be disadvantageous 
to do so. 	

       	Restrictions on Use of Futures Transactions.  Regulations of the 
Commodity Futures Trading Commission (the "CFTC") applicable to the Fund 
require that all of a Portfolio's futures and options on futures transactions 
constitute bona fide hedging transactions and that the Portfolio not enter 
into such transactions if immediately thereafter, the sum of the amount of 
initial margin deposits on the Portfolio's existing futures positions and 
premiums paid for related options would exceed 5% of the market value of the 
Portfolio's total assets.  Each Portfolio is also permitted to engage in 
transactions in futures contracts, and options thereon, incidental to such 
Portfolio's activities in the securities markets. Under applicable CFTC 
regulations, the value of the assets underlying futures positions is not 
allowed to exceed the sum of cash set aside in an identifiable manner or 
short-term U.S. Government or other U.S. dollar-denominated obligations 
segregated for this purpose.       


ILLIQUID SECURITIES

    	Although mutual fund portfolios are allowed to invest up to 15% 
(10% in the case of the Money Market Portfolio) of the value of their net 
assets in illiquid assets, it is not expected that any Portfolio will invest a 
significant portion of its assets in illiquid securities. All OTC options; 
repurchase agreements, time deposits and dollar roll transactions maturing in 
more than seven days; and loan participations are treated as illiquid assets. 
Illiquid securities are securities which may not be sold or disposed of in the 
ordinary course of business within seven days at approximately the value at 
which a Portfolio has valued the investments, and include securities with 
legal or contractual restrictions on resale, time deposits, repurchase 
agreements having maturities longer than seven days and securities that do not 
have readily available market quotations. In addition, a Portfolio may invest 
in securities that are sold in private placement transactions between their 
issuers and their purchasers and that are neither listed on an exchange nor 
traded over-the counter. These factors may have an adverse effect on the 
Portfolio's ability to dispose of particular securities and may limit a 
Portfolio's ability to obtain accurate market quotations for purposes of 
valuing securities and calculating net asset value and to sell securities at 
fair value. If any privately placed securities held by a Portfolio are 
required to be registered under the securities laws of one or more 
jurisdictions before being resold, the Portfolio may be required to bear the 
expenses of registration. A Portfolio may also purchase securities that are 
not registered under the Securities Act of 1933, as amended (the "1933 Act"), 
but which can be sold to qualified institutional buyers in accordance with 
Rule 144A under that Act ("Rule 144A securities"). Rule 144A securities 
generally must be sold to other qualified institutional buyers.  A Portfolio 
may also invest in commercial obligations issued in reliance on the so-called 
"private placement" exemption from registration afforded by Section 4(2) of 
the 1933 Act ("Section 4(2) paper").  Section 4(2) paper is restricted as to 
disposition under the federal securities laws, and generally is sold to 
institutional investors such as the Portfolio who agree that they are 
purchasing the paper for investment and not with a view to public 
distribution.  Any resale by the purchaser must be in an exempt transaction. 
Section 4(2) paper normally is resold to other institutional investors like 
the Portfolio through or with the assistance of the issuer or investment 
dealers who make a market in the Section 4(2) paper, thus providing liquidity. 
 If a particular investment in Rule 144A securities, Section 4(2) paper or 
private placement securities is not determined to be liquid, that investment 
will be included within the 15% (or 10%) limitation on investment in illiquid 
securities. The ability to sell Rule 144A securities to qualified 
institutional buyers is a recent development and it is not possible to predict 
how this market will mature. The Investment Adviser or Sub-Adviser will 
monitor the liquidity of such restricted securities under the supervision of 
the Board of Directors.

WHEN-ISSUED AND FORWARD COMMITMENT SECURITIES

       	Each Portfolio may purchase when-issued securities and other 
securities that meet the investment criteria of such Portfolio on a forward 
commitment basis at fixed purchase terms at a future date beyond customary 
settlement time.  The purchase will be recorded on the date a Portfolio enters 
into the commitment, and the value of the security will thereafter be 
reflected in the calculation of the Portfolio's net asset value.  The value of 
the security on the delivery date may be more or less than its purchase price. 
 No interest generally will accrue to the Portfolio until settlement. The Fund 
will maintain for each Portfolio a segregated custodial account containing 
cash, U.S. Government Securities or other appropriate securities having a 
value at least equal to the aggregate amount of a Portfolio's forward 
commitments.       

TBA (TO BE ANNOUNCED) TRANSACTIONS

   		The typical mortgage-related security transaction, called a TBA 
(to be announced) transaction, in which the type of mortgage-related 
securities to be delivered is specified at the time of trade but the actual 
pool numbers of the securities that will be delivered are not known at the 
time of the trade.  For example, in a TBA transaction, an investor could 
purchase $1 million 30 year FNMA 9's and receive up to three pools on the 
settlement date.  The  pool numbers of the pools to be delivered at settlement 
will be announced shortly before settlement takes place.  Generally, agency 
pass-through mortgage-backed securities are traded on a TBA basis.


SHORT SELLING

      		Mortgage Total Return, Inflation-Indexed and Inflation-Indexed 
Hedged Portfolios may make short sales, which are transactions in which a 
Portfolio sells a security it does not own in anticipation of a decline in the 
market value of that security.  Short selling provides the Investment Adviser 
with flexibility to:  (1) reduce certain risks of the Portfolio's holdings; 
and (2) increase the Portfolio's total return.  To complete a short sales 
transaction, the Portfolio must borrow the security to make delivery to the 
buyer.  The Portfolio then is obligated to replace the borrowed security, 
which generally entails purchasing it at the market price at the time of 
replacement.  Until the security is replaced, the Portfolio is required to pay 
to the lender amounts equal to any dividends or interest which accrue during 
the period of the loan.  The Portfolio also may be required to pay a premium 
to borrow the security. The proceeds of the short sale will be retained by the 
broker, to the extent necessary to meet margin requirements, until the short 
position is closed out.  To the extent that the Portfolio has sold securities 
short, it will maintain a daily segregated account, containing cash or U.S. 
Government or other appropriate securities, at such a level that (a) the amount 
deposited in the account plus the amount deposited with the broker as collateral
will equal the current value of the security sold short and (b) the amount 
deposited in the segregated account plus the amount deposited with the broker 
as collateral will not be less than the market value of the security at the time
it was sold short.  Each of Mortgage Total Return, Inflation-Indexed and 
Inflation-Indexed Hedged may not enter into short sales exceeding 25% of the 
net equity of the Portfolio and may not acquire short positions in securities 
of a single issuer if the value of such positions exceeds 2% of the securities 
of any class of any issuer.  The foregoing restrictions do not apply to the sale
of securities if the Portfolio contemporaneously owns or has the right to obtain
securities equivalent in kind and amount to those sold.        

CURRENCY AND MORTGAGE SWAPS, AND INTEREST RATE SWAPS, CAPS, FLOORS AND COLLARS

   		Each Portfolio may enter into currency swaps for hedging purposes 
and may also enter into mortgage and interest rate swaps and interest rate 
caps and floors for hedging purposes or to seek to enhance total return.  
Interest rate swaps involve the exchange by a Portfolio with another party of 
their respective commitments to pay or receive interest, such as an exchange 
of fixed rate payments for floating rate payments.  Mortgage swaps are similar 
to interest rate swaps in that they represent commitments to pay and receive 
funds, the amount of which is determined by reference to an underlying 
mortgage security.  The notional principal amount, however, is tied to a 
reference pool or pools of mortgages.  Currency swaps involve the exchange of 
their respective rights to make or receive payments in specified currencies. 
The purchase of an interest rate cap entitles the purchaser, to the extent 
that a specified index exceeds a predetermined interest rate, to receive 
payment of interest on a notional principal amount from the party selling such 
interest rate cap. The purchase of an interest rate floor entitles the 
purchaser, to the extent that a specified index falls below a predetermined 
interest rate, to receive payments of interest on a notional principal amount 
from the party selling the interest rate floor.
 
   	   	A Portfolio will usually enter into interest rate and mortgage 
swaps on a net basis, which means that the two payment streams are netted out, 
with the Portfolio receiving or paying, as the case may be, only the net 
amount of the two payments.  Interest rate and mortgage swaps usually do not 
involve the delivery of securities, other underlying assets or principal.  
Accordingly, the risk of loss with respect to interest rate and mortgage swaps 
is limited to the net amount of interest payments that the Portfolio is 
contractually obligated to make.  If the other party to an interest rate or 
mortgage swap defaults, the Portfolio's risk of loss consists of the net 
amount of interest payments that the Portfolio is contractually entitled to 
receive.  In contrast, currency swaps usually involve the delivery of a gross 
payment stream in one designated currency in exchange for the gross payment 
stream in another designated currency. Therefore, the entire payment stream 
under a currency swap is subject to the risk that the other party to the swap 
will default on its contractual delivery obligations.  To the extent that the 
net amount payable by the Portfolio under an interest rate or mortgage swap 
and the entire amount of the payment stream payable by the Portfolio under a 
currency swap or an interest rate floor, cap or collar are held in a 
segregated account consisting of cash and other appropriate securities. 
The Portfolio and the Investment Adviser (or Sub-Adviser) believe that swaps 
do not constitute senior securities under the Act and, accordingly, will not 
treat them as being subject to the Portfolio's borrowing restriction.     
 
	   	A Portfolio will not enter into currency swap, interest rate swap, 
mortgage swap, cap or floor transactions unless the unsecured commercial 
paper, senior debt or claims paying ability of the other party is rated either 
A or A-1 or better by S&P or A or P-1 or better by Moody's or, if unrated by 
such rating organizations, determined to be of comparable quality by the 
Investment Adviser or Sub-Adviser.


                         	INVESTMENT RESTRICTIONS
	
  			The Fund has adopted certain fundamental investment restrictions 
for each Portfolio which may only be changed with approval of a Portfolio's 
shareholders.  Among these policies are (i) that a Portfolio may not borrow 
money, except by engaging in reverse repurchase agreements and dollar roll 
transactions or from a bank as a temporary measure, provided that borrowings, 
excluding reverse repurchase agreements and dollar roll transactions, will not 
exceed one-third of total assets and will not be engaged in for leveraging 
purposes; (ii) that each Portfolio, other than Mortgage Total Return, 
Inflation-Indexed and Inflation-Indexed Hedged Portfolios, may not engage in 
short sales of securities; and (iii) that a Portfolio may not invest for the 
purpose of exercising control of management. Mortgage Total Return, Inflation-
Indexed and Inflation-Indexed Hedged Portfolios may engage in short sales, 
providing that acquisitions of short positions in the securities of a single 
issuer (other than the U.S. government, its agencies and instrumentalities), 
as measured by the amounts needed to close such positions, not exceed 2% of 
the Portfolio's total assets.


            	RISKS ASSOCIATED WITH THE FUND'S INVESTMENT POLICIES
                        	AND INVESTMENT TECHNIQUES

    	A more detailed discussion of the risks associated with the 
investment policies and investment techniques of the Portfolios appears in the 
Statement of Additional Information.

    	Changes in Interest Rates.  The returns that the Portfolios 
provide to investors will be influenced by changes in prevailing interest 
rates.  In addition, changes in market yields will affect a Portfolio's net 
asset value since the prices of portfolio debt securities generally increase 
when interest rates decline and decrease when interest rates rise.  Prices of 
shorter-term securities generally fluctuate less in response to interest rate 
changes than do longer-term securities.

    	Foreign Investments.  Securities issued by foreign governments, 
foreign corporations, international agencies and obligations of foreign banks 
involve risks not associated with securities issued by U.S. entities.  With 
respect to certain foreign countries, there is the possibility of 
expropriation of assets, confiscatory taxation and political or social 
instability or diplomatic developments that could affect investment in those 
countries.  There may be less publicly available information about a foreign 
financial instrument than about a United States instrument and foreign 
entities may not be subject to accounting, auditing and financial reporting 
standards and requirements comparable to those of United States entities.  A 
Portfolio could encounter difficulties in obtaining or enforcing a judgment 
against the issuer in certain foreign countries.  In addition, certain foreign 
investments may be subject to foreign withholding or other taxes, although the 
Fund will seek to minimize such withholding taxes whenever practicable.  
Investors may be able to deduct such taxes in computing their taxable income 
or to use such amounts as credits against their United States income taxes if 
more than 50% of a Portfolio's total assets at the close of any taxable year 
consist of stock or securities of foreign corporations.  See "Tax 
Considerations".

  			Emerging Markets Securities.  The risks of investing in foreign 
securities may be intensified in the case of investments in issuers domiciled 
or doing substantial business in emerging markets or countries with limited or 
developing capital markets.  Security prices in emerging markets can be 
significantly more volatile than in the more developed nations of the world, 
reflecting the greater uncertainties of investing in less established markets 
and economies.  In particular, countries with emerging markets may have 
relatively unstable governments, present the risk of sudden adverse government 
action and even nationalization of businesses, restrictions on foreign 
ownership, or prohibitions of repatriation of assets, and may have less 
protection of property rights than more developed countries. The economies of 
countries with emerging markets may be predominantly based on only a few 
industries, may be highly vulnerable to changes in local or global trade 
conditions, and may suffer from extreme and volatile debt burdens or inflation 
rates. Local securities markets may trade a small number of securities and may 
be unable to respond effectively to increases in trading volume, potentially 
making prompt liquidation of substantial holdings difficult or impossible at 
times. Transaction settlement procedures may be less reliable in emerging 
markets than in developed markets.  Securities of issuers located in countries 
with emerging markets may have limited marketability and may be subject to 
more abrupt or erratic price movements.

    	High Yield/High Risk Securities.  Emerging Markets may invest its 
assets in debt securities rated lower than  "BBB" by S&P or "Baa" by Moody's, or
"B" by Thomson Bankwatch in the case of bank obligations, or "A-2" by S&P or 
"Prime-2" by Moody's in the case of commercial paper, or similarly rated by 
IBCA in the case of foreign bank obligations, or determined by the Investment 
Adviser (or the Sub-Adviser) to be of similar creditworthiness (commonly 
referred to as "junk bonds").  Such investments are regarded as speculative by 
the major rating agencies.

    	Currency Exchange Risks.  Changes in foreign currency exchange 
rates may affect the value of investments of a Portfolio, especially the 
Global and International Portfolios.  While Worldwide-Hedged, International-
Hedged and Inflation-Indexed Hedged will, to the fullest extent practicable, 
and the other Portfolios may, hedge their assets against foreign currency risk, 
no assurance can be given that currency values will change as predicted, and a 
Portfolio may suffer losses as a result of this investment strategy.  As a 
result of hedging techniques, the net exposure of each such Portfolio to any 
one currency may be different from that of its total assets denominated in such 
currency.  The foreign currency markets can be highly volatile and subject to 
sharp price fluctuations, and a high degree of leverage is typical of the 
foreign currency instruments in which each Portfolio may invest. Since each 
Portfolio, may invest in such instruments in an effort to enhance total return, 
each such Portfolio will be subject to additional risks in connection with the 
volatile nature of these markets to which the other Portfolios are not subject.

    	Mortgage and Other Asset-Backed Securities.  The yield characteristics 
of mortgage- and other asset-backed securities differ from traditional debt 
securities.  A major difference is that the principal amount of the obligation 
generally may be prepaid at any time because the underlying assets (i.e., loans)
generally may be prepaid at any time.  As a result, if an asset-backed security 
is purchased at a premium, a prepayment rate that is faster than expected will 
reduce yield to maturity, while a prepayment rate that is slower than expected 
will have the opposite effect of increasing yield to maturity.  Conversely, if 
an asset-backed security is purchased at a discount, faster than expected 
prepayments will increase, while slower than expected prepayments will decrease
yield to maturity.

     	Generally, prepayments on fixed-rate mortgage loans will increase during a
period of falling interest rates and decrease during a period of rising interest
rates.  Mortgage- and asset-backed securities may also decrease in value as a 
result of increases in interest rates and, because of prepayments, may benefit 
less than other fixed-income securities from declining interest rates.  
Reinvestment of prepayments may occur at lower interest rates than the original 
investment, thus adversely affecting a Portfolio's yield.  Actual prepayment 
experience may cause the yield of mortgage-backed securities to differ from what
was assumed when the Portfolio purchased the security. 

   	The market for privately issued mortgage- and asset-backed securities is 
smaller and less liquid than the market for U.S. Government mortgage- and asset-
backed securities.  CMO classes may be specially structured in a manner that 
provides any of a wide variety of investment characteristics, such as yield, 
effective maturity and interest rate sensitivity.  As market conditions change, 
however, and especially during periods of rapid or unanticipated changes in 
market interest rates, the attractiveness of some CMO classes and the ability of
the structure to provide the anticipated investment characteristics may be 
significantly reduced.  These changes can result in volatility in the market 
value, and in some instances reduced liquidity, of the CMO class.

    	Certain classes of CMOs are structured in a manner that makes them 
extremely sensitive to changes in prepayment rates.  Interest-only ("IO") and 
principal-only ("PO") classes are examples of this.  IOs are entitled to receive
all or a portion of the interest, but none (or only a nominal amount) of the 
principal payments, from the underlying mortgage assets.  If the mortgage assets
underlying an IO experience greater than anticipated principal prepayments, than
the total amount of interest payments allocable to the IO class, and therefore 
the yield to investors, generally will be reduced.  In some instances, an 
investor in an IO may fail to recoup all of his or her initial investment, even 
if the securities is government guaranteed or considered to be of the highest 
quality (rated AAA or the equivalent).  Conversely, PO classes are entitled to 
receive all or a portion of the principal payments, but none of the interest, 
from the underlying mortgage assets.  PO classes are purchased at substantial 
discounts from par, and the yield to investors will be reduced if principal 
prepayments are slower than expected.  Some IOs and POs, as well as other CMO 
classes, are structured to have special protections against the effect of 
prepayments.  These structural protections, however, normally are effective only
within certain ranges of prepayments rates and thus will not protect investors 
in all circumstances.

    	Inverse floating rate CMO classes also may be extremely volatile.  These 
classes pay interest at a rate that decreases when a specified index of market 
rates increases.

    	During 1994, the value and liquidity of many mortgage-backed securities 
declined sharply due primarily to increases in interest rates.  There can be no 
assurance that such declines will not recur.  The market value of certain 
mortgage-backed securities, including IO and PO class of mortgage-backed 
securities, can be extremely volatile and these securities may become illiquid.
The Investment Adviser will seek to manage the Portfolio's investments in 
mortgage-backed securities so that the volatility of a portfolio's investments, 
taken as a whole, is consistent with the Portfolio's investment objective.  If 
market interest rates or other factors that affect the volatility of securities 
held by a Portfolio change in ways that the Investment Adviser does not 
anticipate, the Portfolio's ability to meet its investment objective may be 
reduced.

   	Non-mortgage related asset-backed securities may not have the benefit of 
any security interest in the underlying assets and recoveries on repossessed 
collateral may not, in some cases, be available to support payments on these 
securities.  The Portfolios will only invest in asset-backed securities that the
Investment Adviser believes are liquid.       

   Short Selling. Each of Mortgage Total Return, Inflation-Indexed 
and Inflation-Indexed Hedged Portfolios will incur a loss as a result of a 
short sale if the price of the security increases between the date of the 
short sale and the date on which the Portfolio replaces the borrowed security. 
 The amount of any loss will be increased by the amount of any premium or 
amounts in lieu of interest the Portfolio may be required to pay in connection 
with a short sale. Unlike long positions, where the potential loss is limited 
to the purchase price, the potential loss from a short sale transaction is 
unlimited unless accompanied by the purchase of an option to buy the security 
at a specified price.

    	Non-Diversified Portfolios.  U.S. Short-Term is "diversified" 
under the Investment Company Act of 1940, while the other twelve Portfolios 
are each "non-diversified" for purposes of such Act and so, other than the 
Money Market Portfolio, are subject only to the diversification requirements 
necessary for treatment as a "regulated investment company" under the Internal 
Revenue Code of 1986 (the "Code").  Under the Code, with respect to 50% of its 
total assets, a Portfolio may invest up to 25% of its total assets in the 
obligations of an individual issuer (except that this limitation does not 
apply to U.S. Government Securities, as defined above), and with respect to 
the remaining 50% of its total assets may not invest more than 5% of its total 
assets in the obligations of an individual issuer (other than U.S. Government 
Securities).  Money Market is subject to the diversification requirements of 
Rule 2a-7 under the 1940 Act. Because a "non-diversified" portfolio may invest 
a larger percentage of its assets in individual issuers than a diversified 
portfolio, its exposure to credit and market risks associated with such 
investments is increased.    

    	Hedging Transactions.  The use of hedging techniques involves the 
risk of imperfect correlation in movements in the price of the hedge and 
movements in the price of the securities that are the subject of the hedge.  
In addition, if interest or currency exchange rates do not move in the 
direction against which a Portfolio has hedged, the Portfolio will be in a 
worse position than if a hedging strategy had not been pursued, because it 
will lose part or all of the benefit of the favorable rate movement due to the 
cost of the hedge or offsetting positions.  Moreover, hedging transactions 
that are not entered into on a U.S. or foreign exchange may subject a 
Portfolio to exposure to the credit risk of its counterparty.  

    	Repurchase Agreements.  In the event the other party to a 
repurchase agreement or a reverse repurchase agreement becomes subject to a 
bankruptcy or other insolvency proceeding or such party fails to satisfy its 
obligations thereunder, a Portfolio could (i) experience delays in recovering 
cash or the securities sold (and during such delay the value of the underlying 
securities may change in a manner adverse to the Portfolio) or (ii) lose all 
or part of the income, proceeds or rights in the securities to which the 
Portfolio would otherwise be entitled.  

    	Dollar Roll Transactions.  If the broker-dealer to whom a 
Portfolio sells the security underlying a dollar roll transaction becomes 
insolvent, the Portfolio's right to purchase or repurchase the security may be 
restricted; the value of the security may change adversely over the term of 
the dollar roll, the security which the Portfolio is required to repurchase 
may be worth less than a security which the Portfolio originally held, and the 
return earned by the Portfolio with the proceeds of a dollar roll may not 
exceed transaction costs.


    	Zero Coupon Securities.  Because they do not pay interest until 
maturity, zero coupon securities tend to be subject to greater interim 
fluctuation of market value in response to changes in interest rates than 
interest-paying securities of similar maturities.  Additionally, for tax 
purposes, zero coupon securities accrue income daily even though no cash 
payments are received which may require a Portfolio to sell securities that 
would not ordinarily be sold to provide cash for the Portfolio's required 
distributions. 

    	Concentration in Bank Obligations.  Each Portfolio may, at times, 
invest in excess of 25% of its assets in Bank Obligations, as defined above.  
By concentrating investments in the banking industry, a Portfolio may have a 
greater exposure to certain risks associated with the banking industry.  In 
particular, economic or regulatory developments in or related to the banking 
industry will affect the value of and investment return on a Portfolio's 
shares.  As discussed above, each Portfolio will seek to minimize its exposure 
to such risks by investing only in debt securities that are determined by the 
Investment Adviser or Sub-Adviser to be of high quality.

    	Counterparties.  The Portfolios may be exposed to the risk of insolvency 
of another party with which a Portfolio enters into a transaction, such as a 
repurchase agreement or a dollar-roll transaction.  Subject to Board 
supervision, the Investment Adviser monitors and evaluates the creditworthiness 
of these counterparties to help minimize those risks.       



                          	DISTRIBUTION OF FUND SHARES

    	Shares of the Fund are distributed by AMT Capital Services, Inc. 
pursuant to a Distribution Agreement (the "Distribution Agreement") dated as 
of February 1, 1995 between the Fund and AMT Capital.  No fees are payable by 
the Fund pursuant to the Distribution Agreement, and AMT Capital bears the 
expense of its distribution activities.  

	
                           	PURCHASES AND REDEMPTIONS

PURCHASES

    	There is no sales charge imposed by the Fund.  The minimum initial 
investment in any Portfolio of the Fund is $100,000; additional purchases or 
redemptions may be of any amount.  

       	The offering of shares of each Portfolio of the Fund, other than 
Mortgage Total Return, is continuous and purchases of shares of the Fund may 
be made Monday through Friday, except for the holidays declared by the Federal 
Reserve Banks of New York or Boston.  At the present time, these holidays are: 
New Year's Day, Martin Luther King's Birthday, Presidents' Day, Memorial Day, 
Fourth of July, Labor Day, Columbus Day, Veterans Day, Thanksgiving, and 
Christmas.  These Portfolios offer shares at a public offering price equal to 
the net asset value next determined after a purchase order becomes effective. 
Mortgage Total Return offers shares at a public offering price equal to the 
net asset value determined on the last Business Day of each month and on any 
other Business Days in which the Investment Adviser approves a purchase at 
the net asset value determined on those days.       


    	Purchases of shares must be made by wire transfer of Federal 
funds.  Subject to the above offering dates, initial share purchase orders are 
effective on the date when AMT Capital receives a completed Account 
Application Form (and other required documents) and Federal funds become 
available to the Fund in the Fund's account with the Transfer Agent as set 
forth below.  The shareholder's bank may impose a charge to execute the wire 
transfer.

    	In order to purchase shares on a particular Business Day, subject 
to the offering dates described above, a purchaser must call AMT Capital at 
(800) 762-4848 [or within the City of New York, (212) 332-5211] prior to 4:00 
p.m. Eastern time (12:00 p.m. Eastern Time in the case of the Money Market 
Portfolio) to inform the Fund of the incoming wire transfer and must clearly 
indicate which Portfolio is to be purchased.  If Federal funds are received by 
the Fund that same day, the order will be effective on that day.  If the Fund 
receives notification after 4:00 p.m. Eastern time (12:00 p.m. Eastern Time in 
the case of the Money Market Portfolio), or if Federal funds are not received 
by the Transfer Agent, such purchase order shall be executed as of the date 
that Federal funds are received.  Shares purchased will begin accruing 
dividends on the day Federal funds are received.

REDEMPTIONS

	The Fund will redeem all full and fractional shares of the Fund 
upon request of shareholders. The redemption price is the net asset value per 
share next determined after receipt by the Transfer Agent of proper notice of 
redemption as described below.  If such notice is received by the Transfer 
Agent by 4:00 p.m. Eastern time (12:00 p.m. Eastern Time in the case of the 
Money Market Portfolio) on any Business Day, the redemption will be effective 
and payment will be made (i) in the case of Money Market and U.S. Short-Term, 
on such Business Day; (ii) in the case of all other U.S.  Portfolios, within 
seven calendar days, but generally on the day following receipt of such 
notice; and (iii) in the case of the Global and International Portfolios, 
within seven calendar days, but generally two business days following receipt 
of such notice.  If the notice is received on a day that is not a Business Day 
or after 4:00 p.m. Eastern time (12:00 p.m. Eastern Time in the case of the 
Money Market Portfolio), the redemption notice will be deemed received as of 
the next Business Day.

    	There is no charge imposed by the Fund to redeem shares of the 
Fund; however, a shareholder's bank may impose its own wire transfer fee for 
receipt of the wire. Redemptions may be executed in any amount requested by 
the shareholder up to the amount such shareholder has invested in the Fund.

    	To redeem shares, a shareholder or any authorized agent (so 
designated on the Account Application Form) must provide the Transfer Agent 
with the dollar or share amount to be redeemed, the account to which the 
redemption proceeds should be wired (which account shall have been previously 
designated by the shareholder on its Account Application Form), the name of 
the shareholder and the shareholder's account number.  Shares redeemed receive 
dividends declared up to and including the day preceding the day of the 
redemption payment.

    	A shareholder may change its authorized agent or the account 
designated to receive redemption proceeds at any time by writing to the 
Transfer Agent with an appropriate signature guarantee.  Further documentation 
may be required when deemed appropriate by the Transfer Agent.

    	A shareholder may request redemption by calling the Transfer Agent 
at (800) 247-0473.  Telephone redemption is made available to shareholders of 
the Fund on the Account Application.  The Fund or the Transfer Agent may 
employ procedures designed to confirm that instructions communicated by 
telephone are genuine.  If the Fund does not employ such procedures, it may be 
liable for losses due to unauthorized or fraudulent instructions.  The Fund or 
the Transfer Agent may require personal identification codes and will only 
wire funds through pre-existing bank account instructions.  No bank 
instruction changes will be accepted via telephone.

    	In an attempt to reduce the expenses of the Portfolios, each 
Portfolio may redeem all of the shares of any shareholder whose account in any 
Portfolio has a net asset value of less than $100,000.  Involuntary 
redemptions will not be implemented if the value of a shareholder's account 
falls below the minimum required investment solely as a result of market 
conditions.  The Fund will give 60 day's prior written notice to shareholders 
whose shares are being redeemed to allow them to purchase sufficient 
additional shares of the applicable Portfolio to avoid such redemption.  The 
Fund may also redeem shares in an account of the shareholder as reimbursement 
for loss due to the failure of a check or wire to clear in payment of shares 
purchased.

EXCHANGE PRIVILEGE

    	Shares of a Portfolio may be exchanged for shares of any other of 
the Fund's Portfolios or for other funds distributed by AMT Capital based on 
the respective net asset values of the shares involved in the exchange, 
assuming that shareholders wishing to exchange shares reside in states where 
these mutual funds are qualified for sale. The Fund's Portfolio minimum 
amounts of $100,000 would still apply.  An exchange order is treated the same 
as a redemption followed by a purchase.  Investors who wish to make exchange 
requests should telephone AMT Capital or the Transfer Agent.


                    		DETERMINATION OF NET ASSET VALUE

    	The net asset value per share of each Portfolio is determined by 
adding the market value of all the assets of the Portfolio, subtracting all of 
the Portfolio's liabilities, dividing by the number of shares outstanding and 
adjusting to the nearest cent.  The net asset value is calculated by the 
Fund's Accounting Agent as of 4:00 p.m. Eastern time on each Business Day for 
each Portfolio, other than Mortgage Total Return and Money Market.  The net 
asset value of Mortgage Total Return is calculated by the Fund's Accounting 
Agent as of 4:00 p.m. Eastern time on the last Business Day of each month, on 
any other Business Days in which the Investment Adviser approves a purchase, 
and on each Business Day for which a redemption order has been placed.

   		The net asset value per share of the Money Market Portfolio is 
calculated as of 12:00 noon Eastern Time on Business Days.  The Money Market 
Portfolio seeks to maintain a stable net asset value per share of $1.00.  For 
purposes of calculating the Money Market Portfolio's net asset values, 
securities are valued by the "amortized cost" method of valuation, which does 
not take into account unrealized gains or losses. This involves valuing an 
instrument at its cost and thereafter assuming a constant amortization to 
maturity of any discount or premium, regardless of the impact of fluctuating 
interest rates on the market value of the instrument.  While this method 
provides certainty in valuation, it may result in periods during which value 
based on amortized cost is higher or lower than the price a Portfolio would 
receive if it sold the instrument.


    	The use of amortized cost and the maintenance of the Portfolio's per 
share net asset value at $1.00 is based on its election to operate under the 
provisions of Rule 2a-7 under the 1940 Act.  As conditions of operating under 
Rule 2a-7, the Money Market Portfolio must maintain a dollar-weighted average 
portfolio maturity of 90 days of less, purchase only instruments having 
remaining maturities of thirteen months or less and invest only in U.S. dollar-
denominated securities which are determined by the Board of Directors to present
minimal credit risks and which are of eligible quality as determined under the 
Rule.

    	The following methods are used to calculate the value of the other 
Portfolio's assets:  (1) all portfolio securities for which over-the-counter 
market quotations are readily available (including asset-backed securities) 
are valued at the latest bid price; (2) deposits and repurchase agreements are 
valued at their cost plus accrued interest unless the Investment Adviser or 
Sub-Adviser determines in good faith, under procedures established by and 
under the general supervision of the Fund's Board of Directors, that such 
value does not approximate the fair value of such assets; (3) positions (e.g., 
futures and options) listed or traded on an exchange are valued at their last 
sale price on that exchange (or if there were no sales that day for a 
particular position, that position is valued at the closing bid price); and 
(4) the value of other assets will be determined in good faith by the 
Investment Adviser or Sub-Adviser at fair value under procedures established 
by and under the general supervision of the Fund's Board of Directors.  
Quotations of foreign securities denominated in a foreign currency are 
converted to U.S. dollar-equivalents using the bid price of such currencies 
(quoted by any major bank) in effect at the time net asset value is computed.


                             	DIVIDENDS

    	Dividends are automatically reinvested in additional shares of a 
Portfolio on the last day of each month at the net asset value per share on 
the last Business Day of that month.  Shareholders must indicate their desire 
to receive dividends in cash (payable on the first business day of the 
following month) on the Account Application Form.  Otherwise all dividends 
will be reinvested in additional shares as described above.  In the unlikely 
event that a Portfolio realizes net long-term capital gains (i.e., with 
respect to assets held more than one year), it will distribute them at least 
annually by automatically reinvesting (unless a shareholder has elected to 
receive cash) such long-term capital gains in additional shares of the 
Portfolio at the net asset value on the date the distribution is declared.

    	The net investment income (including accrued but unpaid interest 
and amortization of original issue and market discount or premium) of each 
Portfolio, other than Mortgage Total Return, will be declared as a dividend 
payable daily to the respective shareholders of record as of the close of each 
Business Day.  The net investment income of Mortgage Total Return will be 
declared as a dividend payable to the respective shareholders of record as of 
the last Business Day of each month.  Each Portfolio will also declare, to the 
extent necessary, a net short-term capital gain dividend once per year.


                            	MANAGEMENT OF THE FUND

BOARD OF DIRECTORS

    	The Board of Directors of the Fund is responsible for the overall 
management and supervision of the Fund.  The Fund's Directors are Stephen J. 
Constantine, John C Head III, Lawrence B. Krause, Paul Meek and Onder John 
Olcay.  Additional information about the Directors and the Fund's executive 
officers may be found in the Statement of Additional Information under the 
heading "Management of the Fund - Board of Directors".

INVESTMENT ADVISER

    	Subject to the direction and authority of the Fund's Board of 
Directors, Fischer Francis Trees & Watts, Inc. is responsible for deciding 
upon investments for each Portfolio.  The Investment Adviser continuously 
conducts investment research and is responsible for the purchase, sale or 
exchange of portfolio assets.  

       	Organized in 1972, the Investment Adviser is a registered 
investment adviser and a New York corporation that currently manages 
approximately $24 billion in assets entirely in fixed-income portfolios for in 
excess of 90 major institutional clients including banks, central banks, 
pension funds and other institutional clients.  The average size of a client 
relationship with the Investment Adviser is in excess of $200 million.  The 
Investment Adviser is also the sub-adviser to three portfolios of two other 
open-end management investment companies.  The Investment Adviser's offices 
are located at 200 Park Avenue, New York, New York 10166.  


SUB-ADVISER

    	Fischer Francis Trees & Watts, a corporate partnership organized 
under the laws of the United Kingdom and an affiliate of the Investment 
Adviser, is the foreign sub-adviser to the Global and International 
Portfolios. Organized in 1989, the Sub-Adviser is a U.S.-registered investment 
adviser and currently manages approximately $6 billion in multi-currency 
fixed-income portfolios for institutional clients.  The Investment Adviser 
pays the Sub-Adviser monthly from its advisory fee.  The Sub-Adviser's annual 
fee is equal to the advisory fee for each of the Global and International 
Portfolios.  From the inception date of both Portfolios, through December 31, 
1992, the Sub-Adviser voluntarily agreed to waive its fees for both Worldwide 
and Worldwide-Hedged.  The Sub-Adviser is under no obligation to waive its 
fees for any Portfolio subsequent to December 31, 1992.   The Sub-Adviser's 
offices are located at 3 Royal Court, The Royal Exchange, London, EC  3V 3RA.

PORTFOLIO MANAGERS

    	U.S. Fixed Income Portfolios - David J. Marmon, Managing Director. 
Mr. Marmon is responsible for management of the U.S. short-term portfolios.  
He joined FFTW in 1990 from Yamaichi International (America) where he was head 
of futures and options research.  Mr. Marmon was previously a financial 
analyst and strategist at the First Boston Corporation, where he developed 
hedging programs for financial institutions and industrial firms.  Mr. Marmon 
has a B.A. summa cum laude in economics from Alma College and an M.A. in 
economics from Duke University.  Stewart M. Russell, Managing Director.  Mr. 
Russell is also responsible for management of the U.S. short-term portfolios. 
 He joined FFTW in 1992 from the short-term proprietary trading desk in the 
global markets area of J.P. Morgan, where he was responsible for proprietary 
positioning of U.S. and non-U.S. government obligations, corporate bonds, and 
asset-backed securities.  Earlier at the bank, Mr. Russell managed the short-
term interest rate risk group, coordinating a $10 billion book of assets and 
liabilities.  Mr. Russell holds a B.A. in government from Cornell University 
and an M.B.A. in finance from New York University.  Patricia L. Cook, Managing 
Director.  Ms. Cook is responsible for management of the U.S. long-term 
portfolios.  She joined FFTW in 1991 after twelve years with Salomon Brothers, 
where she most recently established and headed the bond strategy team that 
analyzes relative values among mortgages, treasuries, and other sectors of the 
fixed-income markets and developed portfolio strategies for Salomon Brothers' 
global institutional clients.  Ms. Cook worked initially as an analyst in the 
firm's proprietary trading unit before joining the firm's financing desk.  Ms. 
Cook has a B.A. from St. Mary's College and an M.B.A. from New York 
University.

    	Global and International Fixed Income Portfolios - Liaquat Ahamed, 
Managing Director.  Mr. Ahamed is responsible for management of the global and 
international portfolios.  He joined FFTW in 1988 after nine years with the 
World Bank, where he was in charge of all investments in non-U.S. dollar 
government bond markets. Mr. Ahamed also served as an economist with senior 
government officials in the Philippines, Korea, and Bangladesh. He has a B.A. 
in economics from Trinity College, Cambridge University and an A.M. in 
economics from Harvard University. Simon G. Hard, General Manager of the Sub-
Adviser. Mr. Hard is also responsible for management of the global and 
international portfolios.  He joined FFTW in 1989 from Mercury Asset 
Management, the investment affiliate of S.G. Warburg & Co., Ltd.  His 
responsibilities there included the formulation of global bond and currency 
investment policies, and the management of interest rate and currency 
exposures of the firm's specialist non-dollar portfolios.  Mr. Hard was 
previously first vice president and London branch manager of Julius Baer 
Investment Management, Inc.  Mr. Hard has an MA in modern history from Lincoln 
College, Oxford University and an MPhil in the history and philosophy of 
science from Wolfson College, Cambridge University.

ADMINISTRATOR

    	Pursuant to an Administration Agreement dated as of February 2, 
1995 between the Fund and AMT Capital Services, Inc., AMT Capital is 
Administrator to the Fund and provides for or assists in managing and 
supervising all aspects of the general day-to-day business activities and 
operations of the Fund other than investment advisory activities, including 
custodial, transfer agency, dividend disbursing, accounting, auditing, 
compliance and related services.  

    	Founded in early 1992, AMT Capital is a registered broker-dealer 
whose senior managers are former officers of Morgan Stanley and The Vanguard 
Group, where they were responsible for the administration and distribution of 
The Pierpont Funds, a $5 billion fund complex now  owned by J.P. Morgan, and 
the private label administration group of Vanguard, which administered nearly 
$10 billion in assets for 45 portfolios, respectively.

	The Fund pays AMT Capital a monthly fee at an annual rate of 0.07% 
of the average daily net assets of the Fund on the first $350 million, 0.05% 
thereafter up to $3 billion, 0.04% thereafter up to $5 billion, and 0.03% on 
assets over $5 billion.  The Fund also reimburses AMT Capital for certain 
costs.  In addition, the Fund has agreed to pay the Administrator an incentive 
fee for reducing the expense ratio of one or more Portfolios of the Fund below 
the specified expense ratio established for such Portfolios.  The maximum 
incentive fee is 0.02% of the average daily net assets of a Portfolio.


                          	TAX CONSIDERATIONS

    	The following discussion is for general information only.  An 
investor should consult with his or her own tax adviser as to the tax 
consequences of an investment in a Portfolio, including the status of 
distributions from each Portfolio under applicable state or local law.


FEDERAL INCOME TAXES

    	Each active Portfolio has qualified for and intends to continue to 
qualify to be treated as a regulated investment company ("RIC") under the 
Internal Revenue Code of 1986, as amended.  To qualify, a Portfolio must meet 
certain income, distribution and diversification requirements.  In any year in 
which a Portfolio qualifies as a RIC and distributes all of its taxable income 
on a timely basis, the Portfolio will not pay U.S. federal income or excise 
tax.  Each Portfolio intends to distribute all of its taxable income by 
automatically reinvesting such amount in additional shares of the Portfolio 
and distributing those shares to its shareholders, unless a shareholder 
elects, on the Account Application Form, to receive cash payments for such 
distributions.  

    	Dividends paid by a Portfolio are taxable to shareholders even 
though the dividends are automatically reinvested in additional shares of a 
Portfolio.  Dividends paid by a Portfolio from its investment company taxable 
income (including interest and net short-term capital gains) will be taxable 
to a U.S. shareholder as ordinary income.  Distributions of net capital gains 
(the excess of net long-term capital gains over net short-term capital 
losses), if any, designated as capital gains dividends are taxable to 
shareholders as long-term capital gain, regardless of how long they have held 
their Portfolio shares.  None of the amounts treated as distributed to a 
Portfolio's shareholders will be eligible for the corporate dividends received 
deduction.

    	A distribution will be treated as paid on December 31 of the 
current calendar year if it is declared by a Portfolio in October, November or 
December with a record date in any such month and paid by the Portfolio during 
January of the following calendar year.  Such distributions will be taxable to 
shareholders in the calendar year in which the distributions are declared, 
rather than the calendar year in which the distributions are received.  Each 
Portfolio will inform shareholders of the amount and tax status of all amounts 
treated as distributed to them not later than 60 days after the close of each 
calendar year.

    	Any gain or loss realized by a shareholder upon the sale or other 
disposal of shares of a Portfolio, or upon receipt of a distribution in a 
complete liquidation of the Portfolio, generally will be a capital gain or 
loss which will be long-term or short-term, generally depending upon the 
shareholder's holding period for the shares.

    	Each Portfolio may be required to withhold U.S. federal income tax 
at the rate of 31% of all taxable distributions payable to shareholders who 
fail to provide the Portfolio with their correct taxpayer identification 
number or to make required certifications, or who have been notified by the 
IRS that they are subject to backup withholding.  Backup withholding is not an 
additional tax.  Any amounts withheld may be credited against the 
shareholder's U.S. federal income tax liability.  

    	Income received by a Portfolio from sources within foreign 
countries may be subject to withholding and other taxes imposed by such 
countries.  Tax conventions between certain countries and the United States 
may reduce or eliminate such taxes.  In certain circumstances, a Portfolio may 
be eligible and may elect to "pass through" to the Portfolio's shareholders 
the amount of foreign income and similar taxes paid by the Portfolio.  Each 
shareholder will be notified within 60 days after the close of a Portfolio's 
taxable year whether the foreign taxes paid by the Portfolio will "pass 
through" for the year.

STATE AND LOCAL TAXES

    	A Portfolio may be subject to state, local or foreign taxation in 
any jurisdiction in which the Portfolio may be deemed to be doing business.

    	Portfolio distributions may be subject to state and local taxes.  
Distributions of a Portfolio which are derived from interest on obligations of 
the U.S. Government and certain of its agencies, authorities and 
instrumentalities may be exempt from state and local taxes in certain states.

    	Shareholders should consult their own tax advisers regarding the 
possible exclusion for state and local income tax purposes of the portion of 
dividends paid by a Portfolio which is attributable to interest from 
obligations of the U.S. Government and its agencies, authorities and 
instrumentalities. 



                     	SHAREHOLDER INFORMATION

DESCRIPTION OF THE FUND

    	The Fund was established under Maryland law by the filing of its 
Articles of Incorporation on February 23, 1989.  The Fund has been in 
operation since December 6, 1989.  The Fund's Articles of Incorporation permit 
the Directors to authorize the creation of additional portfolios, each of 
which will issue a separate class of shares.  Currently, the Fund has thirteen 
separate Portfolios.  The Fund bears all expenses of its operations other than 
those incurred by the Investment Adviser under its investment advisory 
agreement.  In particular, the Fund pays:  investment advisory fees; 
administration fees; custodian, transfer agent, accounting agent and dividend 
disbursing agent fees and expenses; legal and auditing fees; expenses of 
preparing and printing shareholder reports; registration fees and expenses; 
proxy and annual shareholder meeting expenses, if any; and directors' fees and 
expenses.

VOTING RIGHTS

    	Each share of the Fund gives the shareholder one vote in Director 
elections and other matters submitted to shareholders for their vote.  Matters 
to be acted upon that affect a particular Portfolio, including approval of the 
investment advisory agreement with the Investment Adviser and the submission 
of changes of fundamental investment policy of a Portfolio, will require the 
affirmative vote of the shareholders of such Portfolio.  The election of the 
Fund's Board of Directors and the approval of the Fund's independent public 
accountants are voted upon by shareholders on a Fund-wide basis.  As a 
Maryland corporation, the Fund is not required to hold annual shareholder 
meetings.  Shareholder approval will be sought only for certain changes in the 
Fund's or a Portfolio's operation and for the election of Directors under 
certain circumstances.

    	Directors may be removed by shareholders at a special meeting.  A 
special meeting of the Fund shall be called by the Directors upon written 
request of shareholders owning at least 10% of the Fund's outstanding shares.

CONTROL PERSON


    
       	As of December 31, 1996, Fischer Francis Trees & Watts, Inc. had 
discretionary investment advisory agreements with shareholders of the Fund 
that represent 75.13% of the Fund's total net assets and therefore, may be 
deemed a control person.    

PERFORMANCE INFORMATION

   		From time to time the Fund may advertise a Portfolio's "yield" and 
"total return".  A Portfolio's yield for any 30-day (or one month) period is 
computed by dividing the net investment income per share earned during such 
period by the maximum public offering price per share on the last day of the 
period, and then annualizing such 30-day (or one month) yield in accordance 
with a formula prescribed by the Commission which provides for compounding on 
a semiannual basis.  Advertisements of a Portfolio's total return may disclose 
its average annual compounded total return for the period since the 
Portfolio's inception.  A Portfolio's total return for such period is computed 
by finding, through use of a formula prescribed by the Commission, the average 
annual compounded rate of return over the period that would equate an assumed 
initial amount invested to the value of the investment at the end of the 
period.  For purposes of computing total return, dividends and capital gains 
distributions paid on shares are assumed to have been reinvested when 
received.  As described above, the Fund imposes no sales charges applicable to 
purchases and redemptions.  Total return and yield figures are based on a 
Portfolio's historical performance and are not intended to indicate future 
performance.  The value of an investment in a Portfolio will fluctuate and the 
shares in an investor's account, when redeemed, may be worth more or less than 
their original cost. 

   		From time to time the Money Market Portfolio may advertise its 
"current yield" and "effective yield."  Both yield figures are based on 
historical earnings and are not intended to indicate future performance. The 
"current yield" refers to the income generated by an investment in a Portfolio 
over a seven calendar-day period (which period will be stated in the 
advertisement).  This income is then "annualized."  That is, the amount of 
income generated by the investment during that week is assumed to be generated 
each week over a one-year period and is shown as a percentage of the investment.
 The "effective yield" is calculated similarly but, when annualized, the income 
earned by an investment in the Portfolio is assumed to be reinvested.  The 
"effective yield" will be slightly higher than the "current yield" because of 
the compounding effect of this assumed reinvestment.

CUSTODIAN AND ACCOUNTING AGENT

    	Investors Bank & Trust Company, P.O. Box 1537, Boston, Massachusetts 
02205-1537, is Custodian and Accounting Agent for the Fund.


TRANSFER AND DIVIDEND DISBURSING AGENT

    	Investors Bank & Trust Company, P.O. Box 1537, Boston, 
Massachusetts 02205-1537, is Transfer Agent for the shares of the Fund, and 
Dividend Disbursing Agent for the Fund.

LEGAL COUNSEL

    	Dechert Price & Rhoads, 1500 K Street, N.W., Washington, D.C. 20005-1208, 
is legal counsel for the Fund.

INDEPENDENT AUDITORS

    	Ernst & Young LLP, 787 Seventh Avenue, New York, New York 10019, is the 
independent auditor for the Fund.  Ernst & Young LLP also renders accounting 
services to the Investment Adviser and the Sub-Adviser.

SHAREHOLDER INQUIRIES

    	Inquiries concerning the Fund may be made by writing to AMT Capital 
Services, Inc., 600 Fifth Avenue, 26th Floor, New York, New York 10020 or by 
calling AMT Capital at (800) 762-4848 [or (212) 332-5211, if within New York 
City].
 





                   	STATEMENT OF ADDITIONAL INFORMATION

                            	FFTW FUNDS, INC.

                      	200 Park Avenue, 46th Floor
                       	New York, New York  10166
                            	(212) 681-3000
	                                   


   		FFTW Funds, Inc. (the "Fund") is a no-load, open-end management 
investment company managed by Fischer Francis Trees & Watts, Inc. (the 
"Investment Adviser").  The Fund currently consists of thirteen separate 
portfolios (each a "Portfolio"):  (1) U.S. Fixed Income Portfolios - Money 
Market ("Money Market"); U.S. Short-Term ("U.S. Short-Term"); Stable Return 
("Stable Return"); U.S. Treasury ("U.S. Treasury"); Mortgage Total Return 
("Mortgage Total Return"); and Broad Market ("Broad Market"); and (2) Global and
International Fixed Income Portfolios - Worldwide ("Worldwide"); Worldwide-
Hedged ("Worldwide-Hedged"); International ("International"); International-
Hedged ("International-Hedged"); Emerging Markets ("Emerging Markets"); 
Inflation-Indexed ("Inflation-Indexed"); and Inflation-Indexed Hedged 
("Inflation-Indexed Hedged"). Shares of each Portfolio may be purchased through 
AMT Capital Services, Inc. ("AMT Capital"), the exclusive distributor.  


    
      		This Statement of Additional Information is not a prospectus and 
should be read in conjunction with the prospectus of the Fund, dated April 30,
1997 (the "Prospectus"), which has been filed with the Securities and Exchange 
Commission (the "Commission") and can be obtained, without charge, by calling or
writing AMT Capital at the telephone number or address stated below.  This 
Statement of Additional Information incorporates by reference the Prospectus.

	                                    


	Distributed by:	       	AMT Capital Services, Inc.
                     				600 Fifth Avenue, 26th Floor
                     				New York, New York  10020
                     				(212) 332-5211
                     				(800) 762-4848 (outside New York City)



    
   		The date of this Statement of Additional Information is April 30, 1997     



                              	TABLE OF CONTENTS

                                                                  	Page
History of the Fund...............................................

Organization of the Fund..........................................

Management of the Fund............................................
  	Board of Directors and Officers................................
  	Investment Adviser and Sub-Adviser.............................
  	Administrator		

Control Persons and Principal Holders of Securities...............

Distribution of Fund Shares.......................................

Supplemental Descriptions of Investments..........................
 
Supplemental Investment Techniques................................

Supplemental Discussion of Risks Associated With the
   Fund's Investment Policies and Investment Techniques...........

Supplemental Techniques to Hedge Interest Rate and Foreign
   Currency Risks and Other Foreign Currency Strategies...........
  	Forward Foreign Currency Exchange Contracts
	   and Associated Risks..........................................
  	Options........................................................
  	Futures Contracts and Options on Futures Contracts.............
  	Other Hedging Techniques.......................................

Investment Restrictions...........................................

Portfolio Transactions............................................

Tax Considerations................................................

Shareholder Information...........................................

Calculation of Performance Data...................................

Financial Statements..............................................

Appendix..........................................................
   	Merrill Lynch 1-2.99 Year Treasury Index......................
   	Quality Rating Descriptions...................................



                            	HISTORY OF THE FUND

     	 	From its inception on February 23, 1989 to September 27, 1989, the 
name of the Fund was "FFTW Institutional Reserves Fund, Inc.".  The Fund 
commenced operations on December 6, 1989. From September 27, 1989 to July 22, 
1991 the name of the Fund was "FFTW Reserves, Inc."  On July 22, 1991 the name 
of the Fund was changed to its present name, "FFTW Funds, Inc."  The U.S. Short-
Term Portfolio which commenced operations on December 6, 1989, Worldwide 
Portfolio which commenced operations on April 15, 1992, and Worldwide-Hedged 
Portfolio which commenced operations on May 19, 1992, were known as Short-Term 
Series (and prior to September 18, 1991 as FFTW Institutional Reserves Fund), 
Worldwide Series and Worldwide Hedged Series, respectively.  The Board of 
Directors recently approved a name change for several Portfolios, eliminating 
"Fixed Income" from their name.            

                          	ORGANIZATION OF THE FUND

    	The authorized capital stock of the Fund consists of 1,000,000,000 
shares with $.001 par value, allocated as follows: (i) 200,000,000 shares each 
to Money Market and U.S. Short-Term; (ii) 100,000,000 shares to Mortgage Total 
Return; and (iii) 50,000,000 shares to each of the other Portfolios.  Each share
of each Portfolio has equal voting rights as to each share of such Portfolio.  
Shareholders have one vote for each share held.  All shares issued and 
outstanding are fully paid and non-assessable, transferable, and redeemable at 
net asset value at the option of the shareholder.  Shares have no preemptive or 
conversion rights.    

    	The shares of the Fund have non-cumulative voting rights, which 
means that the holders of more than 50% of the shares voting for the election of
Directors can elect 100% of the Directors if they choose to do so, and, in such 
event, the holders of the remaining less than 50% of the shares voting for the 
election of Directors will not be able to elect any person or persons to the 
Board of Directors.

    	No Portfolio of the Fund shall be liable for the obligations of any other 
Portfolio.

                            MANAGEMENT OF THE FUND

BOARD OF DIRECTORS AND OFFICERS

    	The Fund is managed by its Board of Directors.  The individuals 
listed below are the officers and directors of the Fund.  An asterisk (*) has 
been placed next to the name of each director who is an "interested person" of 
the Fund, as such term is defined in the Investment Company Act of 1940, as 
amended (the "1940 Act"), by virtue of his affiliation with the Fund or the 
Investment Adviser.

    	*Stephen J. Constantine, 200 Park Avenue, New York, NY.  President 
and Director of the Fund.  Mr. Constantine has been a shareholder and Managing 
Director of the Investment Adviser for the last five years.

    	John C Head III, 1330 Avenue of the Americas, New York, New York 
10019-5402. Director of the Fund.  Mr. Head has been a Managing Member of Head &
Company L.L.C. (or predecessor firm), a merchant banking firm providing advice 
to corporations in the insurance industry, since 1987.  He is Chairman of the 
Board of Integon Corporation, Vice Chairman of PartnerRe Ltd. and a director of 
other privately held corporations.

    	Lawrence B. Krause, University of California - San Diego ("UCSD"), 
La Jolla, CA.  Director of the Fund.  Mr. Krause is a member of the Editorial 
Advisory Board of the Political Science Quarterly, a member of the Council on 
Foreign Relations, and Vice-Chairman of the U.S. National Committee for Pacific 
Economic Cooperation.  In December, 1990, he was selected as the first holder of
the Pacific Economic Cooperation Chair at UCSD.  In 1989, Mr. Krause became the 
Director, Korea-Pacific Program at UCSD.  In 1988, he was named Coordinator of 
the Pacific Economic Outlook Project for the Pacific Economic Cooperation 
Conference.  Mr. Krause was the first appointment to the new Graduate School of 
International Relations and Pacific Studies at UCSD and joined the faculty as a 
professor on January 1, 1987.  From 1969 - 1986 Mr. Krause was a senior fellow 
of the Brookings Institution.  Mr. Krause is also an author of numerous 
publications.

    	Paul Meek, 5837 Cove Landing Road, Burke, Va.  Director of the Fund. 
 From 1985 to 1993, Mr. Meek was a financial and economic consultant to foreign 
central banks under the auspices of each of the Harvard Institute for 
International Development, the International Monetary Fund and the World Bank. 
Mr. Meek is a principal in PM Consulting (financial and economic consulting) and
has been since 1985.  PM Consulting was a consultant to the Investment Adviser 
from 1985 - January, 1989; such consulting arrangement has been terminated.  
From 1982-1985, Mr. Meek was Vice President and Monetary Adviser of the Federal 
Reserve Bank of New York.  Mr. Meek has been a trustee of the Weiss, Peck & 
Greer group of mutual funds since 1988.

    	*Onder John Olcay, 200 Park Avenue, New York, NY.  Chairman of the 
Board of the Fund.  Mr. Olcay has been a shareholder and Managing Director of 
the Investment Adviser for the last five years.

    	Stephen P. Casper, 200 Park Avenue, New York, NY.  Treasurer of the 
Fund.  Mr. Casper has been a shareholder and Managing Director of the Investment
Adviser since December 1991.  In addition, Mr. Casper has been the Chief 
Financial Officer of the Investment Adviser since February 1990.  From March 
1984 through January 1990, Mr. Casper was Treasurer of Rockefeller & Company, a 
registered investment adviser.

    	Carla E. Dearing, 600 Fifth Avenue, New York, NY.  Assistant 
Treasurer of the Fund.  Ms. Dearing serves as President, Principal, and Director
of AMT Capital Services since its inception in March 1992.  Ms. Dearing is also 
Senior Vice President and Principal of AMT Capital Advisers, Inc. since January 
1992.  Ms. Dearing was a former Vice President of Morgan Stanley & Co., where 
she worked from June 1984 to August 1986 and from November 1988 to January 
1992.


     	William E. Vastardis, 600 Fifth Avenue, New York, NY. Secretary of the 
Fund.  Mr. Vastardis serves as Senior Vice President and administrator of the 
Fund on behalf of AMT Capital Services.  Prior to April 1992, Mr. Vastardis 
served as Vice President and head of the Vanguard Group Inc.'s private label 
administration unit for seven years, after six years in Vanguard's fund 
accounting operations.       
  
      		No employee of the Investment Adviser nor AMT Capital Services 
receives any compensation from the Fund for acting as an officer or director 
of the Fund. The Fund pays each director who is not a director, officer or 
employee of the Investment Adviser or AMT Capital Services or any of their 
affiliates, a fee of $1,000 for each meeting attended, and each of the 
Directors receive an annual retainer of $20,000 which is paid in quarterly 
installments.       

                      Director's Compensation Table
                     Fiscal Year Ended December 31, 1996      
- --------------------------------------------------------------------------------
Director	                Aggregate      Pension or   Estimated       Total
                     Compensation From  Retirement   Annual       Compensation
                       Registrant	      Benefits     benefits    From 
Registrant
                                        Accrued      Upon         and Fund
                                        As Part of   Retirement  Complex Paid
                                        Fund                     to Directors
                                        Expenses
- --------------------------------------------------------------------------------
Stephen J. Constantine	        $0	            $0	           $0	           $0
John C Head III          	$20,000	            $0	           $0	      $20,000
Lawrence B. Krause	       $20,000	            $0	           $0	      $20,000
Paul Meek	                $20,000	            $0	           $0	      $20,000
Onder John Olcay              	$0	            $0	           $0	           $0

By virtue of the responsibilities assumed by the Investment Adviser and AMT 
Capital Services and their affiliates under their respective agreements with 
the Fund, the Fund itself requires no employees in addition to its officers. 

      	Directors and officers of the Fund collectively owned less than 1% 
of the Fund's outstanding shares as of March 31, 1996.          

INVESTMENT ADVISER AND SUB-ADVISER 

    	The Fund has two sets of advisory agreements, one for U.S. Short-
Term, Worldwide and Worldwide-Hedged (the "original" agreement), and one for 
each of the other ten Portfolios (the "new" agreements).  The Fund also has two 
sets of sub-advisory agreements, one for Worldwide and Worldwide-Hedged, and one
for each of International, International-Hedged, Emerging Markets, Inflation-
Indexed and Inflation-Indexed Hedged.

    	Pursuant to their terms, the advisory agreements between the Fund 
and the Investment Adviser (the "Advisory Agreements") and the sub-advisory 
agreements (the "Sub-Advisory Agreements") between the Investment Adviser and 
its affiliate Fischer Francis Trees & Watts (the "Sub-Adviser"), a corporate 
partnership organized under the laws of the United Kingdom, remain in effect for
two years following their date of execution and thereafter will automatically 
continue for successive annual periods, so long as such continuance is 
specifically approved at least annually by (a) the Board of Directors or (b) the
vote of a "majority" (as defined in the 1940 Act) of a Portfolio's outstanding 
shares voting as a single class; provided, that in either event the continuance 
is also approved by at least a majority of the Board of Directors who are not 
"interested persons" (as defined in the 1940 Act) of the Fund, the Investment 
Adviser or the Sub-Adviser by vote cast in person at a meeting called for the 
purpose of voting on such approval.  The following table highlights the dates in
which the Advisory Agreements were last approved by the Board of Directors and 
by a majority of shareholders:     

   
Portfolio	                 Last Board Approval	     Last Shareholder Approval
Money Market	                   11/6/96	                     1/21/97
U.S. Short-Term	                2/12/97                       4/3/91
Stable Return	                  2/12/97	                     2/18/93
U.S. Treasury	                  2/12/97	                     1/21/97
Mortgage Total Return	          2/12/97	                      1/2/96
Broad Market                   	2/12/97                     	1/21/97
Worldwide	                      2/12/97                    	12/31/92
Worldwide-Hedged	               2/12/97	                    12/31/92
International                   2/12/97	                     2/18/93
International-Hedged	            2/7/96                     	2/18/93
Emerging Markets               	11/6/96                     	1/21/97
Inflation-Indexed              	11/6/96                     	1/21/97
Inflation-Indexed Hedged       	11/6/96                     	1/21/97

The following table highlights the dates in which the Sub-Advisory Agreements 
were last approved by the Board of Directors and by a majority of shareholders:

Portfolio	                Last Board Approval	       Last Shareholder Approval
Worldwide	                      2/12/97                     12/31/92
Worldwide-Hedged	               2/12/97                    	12/31/92
International                   2/12/97                     	2/18/93
International-Hedged            2/12/97                     	2/18/93
Emerging Markets               	11/6/96	                     1/21/97
Inflation-Indexed              	11/6/96                     	1/21/97
Inflation-Indexed Hedged       	11/6/96                     	1/21/97
	
    

    	Each Advisory and Sub-Advisory Agreement is terminable without 
penalty on not less than 60 days' notice by the Board of Directors or by a vote 
of the holders of a majority of the relevant Portfolio's outstanding shares 
voting as a single class, or upon not less than 60 days' notice by the 
Investment Adviser or the Sub-Adviser.  Each Advisory and Sub-Advisory Agreement
will terminate automatically in the event of its "assignment" (as defined in the
1940 Act).

    	The Investment Adviser pays all of its expenses arising from the 
performance of its obligations under the Advisory Agreements, including all 
executive salaries and expenses of the directors and officers of the Fund who 
are employees of the Investment Adviser or its affiliates and office rent of the
Fund.  The Investment Adviser also pays a monthly sales incentive fee to AMT 
Capital Services, Inc., the Distributor for the Fund.  See "Distribution of Fund
Shares" in the Prospectus.  In addition, the Investment Adviser will pay all of 
the fees payable to its affiliate as Sub-Adviser.  The Sub-Adviser pays all of 
its expenses arising from the performance of its obligations under the Sub-
Advisory Agreements.  Subject to the expense reimbursement provisions described 
in the Prospectus under "Fund Expenses", other expenses incurred in the 
operation of the Fund are borne by the Fund, including, without limitation, 
investment advisory fees, brokerage commissions, interest, fees and expenses of 
independent attorneys, auditors, custodians, accounting agents, transfer agents,
taxes, cost of stock certificates and any other expenses (including clerical 
expenses) of issue, sale, repurchase or redemption of shares, expenses of 
registering and qualifying shares of the Fund under federal and state laws and 
regulations, expenses of printing and distributing reports, notices and proxy 
materials to existing shareholders, expenses of printing and filing reports and 
other documents filed with governmental agencies, expenses of annual and special
shareholders' meetings, fees and expenses of directors of the Fund who are not 
employees of the Investment Adviser or its affiliates, membership dues in the 
Investment Company Institute, insurance premiums and extraordinary expenses such
as litigation expenses.  Fund expenses directly attributable to a Portfolio are 
charged to that Portfolio; other expenses are allocated proportionately among 
all the Portfolios in relation to the net assets of each Portfolio.  

    	Both the Investment Adviser and the Sub-Adviser are directly or 
indirectly wholly-owned by Charter Atlantic Corporation, a New York 
corporation.

    	As compensation (subject to expense caps as described under "Fund 
Expenses" in the Prospectus) for the services rendered by the Investment Adviser
under the Advisory Agreements, each Portfolio pays the Investment Adviser a 
monthly advisory fee (each of U.S. Short-Term, Worldwide and Worldwide-Hedged 
pays its fees quarterly) calculated by applying the following annual percentage 
rates to such Portfolio's average daily net assets for the month (quarter):

				
                                                      				 Rate	
		U.S. Fixed Income Portfolios
   
		Money Market	                                           	.10%
		U.S. Short-Term                                        		.15%*	
		Stable Return                                          		.15%**
		U.S. Treasury	                                          	.30%	
		Mortgage Total Return	                                  	.30%		
  Broad Market                                           		.30%
    
		Global and International Fixed Income Portfolios

		Worldwide	                                              	.40%
		Worldwide-Hedged                                       		.25%***
		International                                          		.40%
		International-Hedged	                                   	.40%
		Emerging Markets                                       		.75%
		Inflation-Indexed	                                      	.40%
		Inflation-Indexed Hedged	                               	.40%

*   Effective March 1, 1996, the Adviser has voluntarily lowered the advisory 
    fee from .30%.
**  Effective March 1, 1996, the Adviser has voluntarily lowered the advisory 
    fee from .35%.
*** Effective July 1, 1995, the Adviser has voluntarily lowered the advisory 
    fee from .40%.


 For the years ended December 31, 1996, December 31, 1995 and December 31, 
1994, the amount of advisory fees (net of waivers and reimbursements) paid by 
each Portfolio were as follows:    



Portfolio	                          Year Ended	    Year Ended     Periods Ended
                                    December 31,   December 31,   December 31,
                                      1996            1995           1994
- --------------------------------------------------------------------------------
U.S. Short-Term Portfolio           	$607,871	      $867,461	       $625,321
Stable Return Portfolio	                1,711	             0	              0
Mortgage Total Return Portfolio (1)  	126,822             	0              	0
Worldwide Portfolio                  	334,929        	46,819        	517,489
Worldwide-Hedged Portfolio             	1,647             	0         	35,809
International Portfolio (2)           	12,322             	0              	0
International-Hedged Portfolio (3)   	180,065	        52,860              	0

(1) Commencement of Operations was April 29, 1996.
(2) Commencement of Operations was May 9, 1996.
(3) The Portfolio was fully liquidated on December 30, 1994, and recommenced 
    operations on September 14, 1995.


ADMINISTRATOR

    	Pursuant to its terms, the Administration Agreement between the 
Fund and AMT Capital Services, Inc., a Delaware corporation will automatically 
continue for successive annual periods subject to the approval of the Fund's 
Board of Directors.  AMT Capital provides for, or assists in managing and 
supervising all aspects of, the general day-to-day business activities and 
operations of the Fund other than investment advisory activities, including 
custodial, transfer agency, dividend disbursing, accounting, auditing, 
compliance and related services.

PRINCIPAL HOLDERS OF SECURITIES

    	As of March 31, 1997, the following persons held 5 percent or more of the 
outstanding shares of Money Market:
		                  Name and Address of	        Nature of     Percent
Title of Class			   Beneficial Owner            Beneficial    of Portfolio
                                            				Ownership

Common Stock,	      Cooper Industries, Inc.,    Direct          91.21%
$.001 per		         1001 Fannin St., First      Ownership
Share             		City Tower, Suite 3900,
                  		Houston, TX  77210

Common Stock,	      ESI Securities Co., 1221    Direct           5.96%
$.001 per		         Avenue of the Americas,     Ownership
Share	             	30th Floor, New York, 
                    NY		10020

  	As of March 31, 1997, the following persons held 5 percent or more of the 
outstanding shares of U.S. Short-Term:
		
                  		Name and Address of			      Nature of      Percent of
Title of Class		 	  Beneficial Owner		          Beneficial     Portfolio
                                         							Ownership

Common Stock,		     Philip Morris		             Direct          13.58%
$.001 per Share     Companies, Inc., 120		      Ownership
                 			Park Avenue, New York
                 			10017-5523

Common Stock,		     Monsanto Reserve Cash,      Direct          11.70%
$.001 per Share     c/o Fischer Francis		       Ownership
                    Trees & Watts, Inc., 
                    200 Park Avenue, 
                    New York, NY  10166

Common Stock,		     The Dow Chemical		          Direct          11.36%
$.001 per Share     Company Employees		         Ownership
                    Retirement Plan, 
                    Dorinco 100, Midland, 
                    MI  48674-0000

Common Stock,		     Markey Charitable		         Direct          6.65%
$.001 per Share     Trust, 3250 Mary		          Ownership
			                 Street, #405, Miami,
			                 FL  33133-5255

Common Stock,		     State Street Bank &		       Direct          6.29%
$.001 per Share     Trust Co., Trustee for      Ownership
                    Pacific Gas & Electric Co. 
                    Post-Retirement Medical 
                    Trust, One Enterprise 
                    Drive W6A, North Quincy, 
                    MA			02171

Common Stock,	     	State Street Bank & Trust   Direct          6.19%
$.001 per Share     Co., Trustee for Bull HN    Ownership
                    Information Systems Inc., 
                    One Enterprise Drive SW 5C, 
                    North Quincy, MA  02171

Common Stock,	     	Cascade Investments		       Direct          5.68%
$.001 per Share     LLC, c/o Fischer		          Ownership
                    Francis Trees & Watts, 
                    Inc., 200 Park Avenue, 
                    46th Floor, New York, 
                    NY  10166

Common Stock,		     Wachovia Bank of North      Direct          5.27%
$.001 per Share     Carolina, Trustee for		     Ownership
                    R.J.R. Nabisco Defined 
                    Benefit Plan, P.O.  
                    Box 3099, Winston-Salem, 
                    NC  27150-3099

	As of March 31, 1997, the following persons held 5 percent or more of the 
outstanding shares of Stable Return:

                  		Name and Address of		       Nature of     Percent
Title of Class      Beneficial Owner	           Beneficial   of Portfolio
                                            				Ownership

Common Stock,	      The Dow Chemical Company    Direct          44.89%
$.001 per		         Foundation, Dorinco 100,    Ownership
Share		             Midland, MI  48674

Common Stock,	      Northern Trust Co.,	        Direct          34.51%
$.001 per		         Trustee FBO Sandoz	         Ownership
Share		             Investment Plan, P.O. Box
                  		92956, Chicago, IL  60675

Common Stock,	      Corporation for Supportive  Direct          19.72%
$.001 per		         Housing, 342 Madison        Ownership
Share		             Avenue, Suite 505, New
                  		York, NY  10173

	As of March 31, 1997, the following persons held 5 percent or more of the 
outstanding shares of Mortgage Total Return:

                  		Name and Address of	       	Nature of     Percent
Title of Class      Beneficial Owner	           Beneficial    of Portfolio
                                            				Ownership

Common Stock,	      State Street Bank & Trust   Direct          25.49%
$.001 per	         	Co., Trustee for Bull HN    Ownership
Share		             Information Systems Inc.,
                  		One Enterprise Drive SW
                  		5C, North Quincy, MA
                  		02171

Common Stock,	      Corning, Inc. Master        Direct          19.99%
$.001 per		         Trust, c/o U.S. Trust Co.,  Ownership
Share		             114 W. 47th St., 3rd Floor-
                    39, New York, NY  10036-
                  		1632

Common Stock,	      International Business      Direct          18.24%
$.001 per		         Machines Corp., c/o	        Ownership
Share		             Fischer Francis Trees &
                  		Watts, Inc., 200 Park
                  		Avenue, 46th Floor, New
                  		York, NY  10166

Common Stock,	      International Bank for      Direct           8.69%
$.001 per		         Reconstruction and	         Ownership
Share		             Development Staff Benefits
                    Plan, c/o Fischer Francis 
                    Trees & Watts, Inc., 200 
                    Park Avenue, 46th Floor, 
                    New York, NY  10166

Common Stock,	      International Bank for      Direct           7.91%
$.001 per		         Reconstruction and	         Ownership
Share		             Development Staff
                  		Retirement Plan, c/o
                    Fischer Francis Trees & 
                    Watts, Inc., 200 Park 
                    Avenue, 46th Floor, 
                    New York, NY  10166

Common Stock,	      Cornell University,	        Direct           6.79%
$.001 per		         Terrace Hill, Ithaca, NY    Ownership
Share		             14853-0001

	As of March 31, 1997, the following persons held 5 percent or more of the 
outstanding shares of Worldwide:

                  		Name and Address of		       Nature of     Percent
Title of Class      Beneficial Owner	           Beneficial    of Portfolio
                                            				Ownership

Common Stock,	      Northern Trust Co.,	        Direct	         21.78%
$.001 per		         Trustee for GATX	           Ownership
Share		             Master Retirement
	                  	Trust, 500 W. Monroe
                    St., 44th Floor, 
                    Chicago, IL  60661

Common Stock,	      Bob & Co., c/o Bank	        Direct	        16.86%
$.001 per		         of Boston, P.O. Box	        Ownership
Share		             1809, Boston, MA		02105

Common Stock,	      Administrators of	          Direct	        14.91%
$.001 per		         Tulane Educational	         Ownership
Share		             Fund, Treasurer's
                  		Office, 6401 Freret
                    St., Suite 178, New 
                    Orleans, LA  70118

Common Stock,	      Community Foundation        Direct         11.50%
$.001 per		         For Southeastern            Ownership
Share		             Michigan, 333 West
                    Fort St., Suite 2010, 
                    Detroit, MI 48226

Common Stock,	      Bentley College, 175        Direct	         7.73%
$.001 per		         Forest St., Waltham,        Ownership
Share		             MA  02154

Common Stock,	      Geneva Regional	            Direct	         7.10%
$.001 per		         Health System Inc.,	        Ownership
Share	             	196 North St.,
                  		Geneva, NY  14456

	As of March 31, 1997, the following persons held 5 percent or more of the 
outstanding shares of Worldwide-Hedged:

                  		Name and Address of		       Nature of      Percent
Title of Class      Beneficial Owner	           Beneficial     of Portfolio
                                            				Ownership

Common Stock,	      Northern Trust Co.	         Direct	        32.34%
$.001 per		         Trustee for Mars	           Ownership
Share		             Benefit Trust, P.O.
                  		Box 92956, Attn:
                  		Mutual Funds,
                  		Chicago, IL  60675

Common Stock,	      Law School Admission        Direct	        28.01%
$.001 per		         Council Inc., P.O.	         Ownership
Share		             Box 40, Newtown, PA
                  		18940-0040

Common Stock,      	State Street Bank &	        Direct	       23.86%
$.001 per		         Trust Co., Trustee	         Ownership
Share		             for Goldman Sachs
                  		Pension Plan, 200
                    Newport Ave., North 
                    Quincy, MA  02171

Common Stock,	      The McCallie School,        Direct	       11.33%
$.001 per		         500 Dodds Ave.,	            Ownership
Share	             	Chattanooga, TN 37404

	As of March 31, 1997, the following persons held 5 percent or more of the 
outstanding shares of International:

                  		Name and Address of		       Nature of     Percent
Title of Class      Beneficial Owner	           Beneficial    of Portfolio
                                            				Ownership

Common Stock,	      Colonial Williamsburg       Direct          33.46%
$.001 per		         Foundation, P.O. Box 1776,  Ownership
Share		             Williamsburg, VA  23187-
                  		1776

Common Stock,      	HF Investment LP,	          Direct          22.81%
$.001 per	          1700 Old Deerfield	         Ownership
Share	              Road, Highland Park,
                  		IL 60035

Common Stock,	      David & Company,	           Direct          17.84%
$.001 per	          P.O. Box 188,	              Ownership
Share	              Murfreesboro, TN
                  		37133-0188

Common Stock,	      Mac & Co., Mellon	          Direct          15.45%
$.001 per	Trust,    P.O. Box	                   Ownership
Share	              3198, Pittsburgh, PA
                  		15230-3198

Common Stock,	      State Street Bank &	        Direct          10.43%
$.001 per	          Trust, Trustee FBO	         Ownership
Share	              Retirement Income
                  		Plan For Employees
                  		of Colonial
                  		Williamsburg, P.O.
                  		Box 1776,
                  		Williamsburg, VA
                  		23187-1776

As  of March 31, 1997, the following persons held 5 percent or more  of the 
outstanding shares of International-Hedged:
 
                				Name and Address of		       Nature of     Percent
	Title of Class		   Beneficial Owner		          Beneficial   of Portfolio
                                         							Ownership

Common Stock,		     Northrop Corporation	       Direct          20.06%
$.001 per Share		   Employee Benefit Plan,	     Ownership
                    1840 Century Park West, 
                    Los Angeles, CA 90067-2101

Common Stock,		     International Business	     Direct          18.69%
$.001 per Share		   Machines Corp.		            Ownership
			                 Retirement Plan, 3001
                 			Summer Street,
                 			Stamford, CT  06905

Common Stock,		     U.S. Trust Co.,		           Direct          17.66%
$.001 per Share		   Trustee for Corning,	       Ownership
                    Inc., 777 Broadway, 10th 
                    Floor, New York, NY  
                    10003-9598

Common Stock,		     Northern Trust Co.	         Direct          9.71%
$.001 per Share		   Trustee for Monsanto       	Ownership
                    Defined Contribution, 
                    P.O. Box 92956, Attn: 
                    Mutual Funds, Chicago, 
                    IL  60675

Common Stock,		     Chase Manhattan Bank	       Direct          9.19%
$.001 per Share   		NA, Trustee for Amoco	      Ownership
                    Corporation Master Trust 
                    Employee Pension Plan, 
                    3 Chase Metrotech Center, 
                    7th Floor, Brooklyn, 
                    NY 11245

Common Stock,		     Henry J. Kaiser Family	     Direct          7.60%
$.001 per Share		   Foundation, c/o		           Ownership
                    Bankers Trust Co., 
                    34 Exchange Place, 
                    2nd Floor, 
                    Jersey City, NJ 07302

Common Stock,		     Bankers Trust Co. FBO	      Direct          6.77%
$.001 per Share		   Premark International	      Ownership
                    Defined Benefit Trust, 
                    34 Exchange Place, 
                    2nd Floor, 
                    Jersey City, NJ 07302

Common Stock,	      Pension Fund of the         Direct          5.76%
$.001 per           Share	Retirement Plan of
                   	Northern Southern
                   	Corporation, 110
                   	Franklin Rd., S.E.
                    Roanoke, VA  24042-0040

    
   

                          	DISTRIBUTION OF FUND SHARES

    	Shares of the Fund are distributed by AMT Capital Services, Inc. 
pursuant to a Distribution Agreement (the "Distribution Agreement") dated as of 
February 1, 1995 between the Fund and AMT Capital.  No fees are payable by the 
Fund pursuant to the Distribution Agreement, and AMT Capital bears the expense 
of its distribution activities.  The Fund and AMT Capital have agreed to 
indemnify one another against certain liabilities.

                    	SUPPLEMENTAL DESCRIPTIONS OF INVESTMENTS

    	The different types of securities in which the  Portfolios may 
invest, subject to their respective investment objectives, policies and 
restrictions, are described in the Prospectus under "Descriptions of 
Investments".  Additional information concerning the characteristics of certain 
of the Portfolio's investments are set forth below.   

    	U.S. Treasury and U.S. Government Agency Securities.  U.S. 
Government Securities include instruments issued by the U.S. Treasury, including
bills, notes and bonds.  These instruments are direct obligations of the U.S. 
Government and, as such, are backed by the full faith and credit of the United 
States.  They differ primarily in their interest rates, the lengths of their 
maturities and the dates of their issuances.  In addition, U.S. Government 
Securities include securities issued by instrumentalities of the U.S. 
Government, such as the Government National Mortgage Association ("GNMA"), which
are also backed by the full faith and credit of the United States.  U.S. 
Government Agency Securities include instruments issued by instrumentalities 
established or sponsored by the U.S. Government, such as the Student Loan 
Marketing Association ("SLMA"), the Federal National Mortgage Association 
("FNMA") and the Federal Home Loan Mortgage Corporation ("FHLMC").    While 
these securities are issued, in general, under the authority of an Act of 
Congress, the U.S. Government is not obligated to provide financial support to 
the issuing instrumentalities.  

    	Foreign Government and International and Supranational Agency 
Securities.  Obligations of foreign governmental entities have various kinds of 
government support and include obligations issued or guaranteed by foreign 
governmental entities with taxing powers or issued or guaranteed by 
international or supranational entities.  These obligations may or may not be 
supported by the full faith and credit of a foreign government or several 
foreign governments.  Examples of international and supranational entities 
include the International Bank for Reconstruction, and Development ("World 
Bank"), the European Steel and Coal Community, the Asian Development Bank, the 
European Bank for Reconstruction and Development and the Inter-American 
Development Bank.  The governmental members, or "shareholders", usually make 
initial capital contributions to the supranational entity and in many cases are 
committed to make additional capital contributions if the supranational entity 
is unable to repay its borrowings.  

    	Bank Obligations.  The Fund limits its investments in U.S. bank 
obligations to obligations of U.S. banks that in the Investment Adviser's 
opinion meet sufficient creditworthiness criteria.

    	The Fund limits its investments in foreign bank obligations to 
obligations of foreign banks (including U.S. branches of foreign banks) that, in
the opinion of the Investment Adviser or the Sub-Adviser, are of an investment 
quality comparable to obligations of U.S. banks in which each Portfolio may 
invest.  

    	Repurchase and Reverse Repurchase Agreements.  When participating in 
repurchase agreements, a Portfolio buys securities from a vendor (e.g., a bank 
or securities firm) with the agreement that the vendor will repurchase the 
securities at the same price plus interest at a later date.  Repurchase 
agreements may be characterized as loans secured by the underlying securities.  
Such transactions afford an opportunity for the Portfolio to earn a return on 
available cash at minimal market risk, although the Portfolio may be subject to 
various delays and risks of loss if the vendor becomes subject to a proceeding 
under the U.S. Bankruptcy Code or is otherwise unable to meet its obligation to 
repurchase.  The securities underlying a repurchase agreement will be marked to 
market every business day so that the value of such securities is at least equal
to the value of the repurchase price thereof, including the accrued interest 
thereon. 

    	When participating in reverse repurchase agreements, a Portfolio 
sells U.S. Government Securities and simultaneously agrees to repurchase them at
an agreed upon price and date.  The difference between the amount the Portfolio 
receives for the securities and the amount it pays on repurchase is deemed to be
a payment of interest.  The Fund will maintain for each Portfolio a segregated 
custodial account containing cash, U.S. Government Securities or other 
appropriate high-grade debt securities having an aggregate value at least equal 
to the amount of such commitments to repurchase, including accrued interest, 
until payment is made.  Reverse repurchase agreements create leverage, a 
speculative factor, but will be not considered as borrowings for the purposes of
limitations on borrowings.

    	In addition, repurchase and reverse repurchase agreements may also 
involve the securities of certain foreign governments in which there is an 
active repurchase market.  The Investment Adviser expects that such repurchase 
and reverse repurchase agreements will primarily involve government securities 
of countries belonging to the Organization for Economic Cooperation and 
Development ("OECD").  Transactions in foreign repurchase and reverse repurchase
agreements may involve additional risks.  

    	Dollar Roll Transactions.  "Dollar roll" transactions consist of the 
sale by a Portfolio to a bank or broker-dealer (the "counterparty") of GNMA 
certificates or other mortgage-backed securities together with a commitment to 
purchase from the counterparty similar, but not identical, securities at a 
future date, at the same price.  The counterparty receives all principal and 
interest payments, including prepayments, made on the security while it is the 
holder.  The Portfolio receives a fee from the counterparty as consideration for
entering into the commitment to purchase.  Dollar rolls may be renewed over a 
period of several months with a new purchase and repurchase price fixed and a 
cash settlement made at each renewal without physical delivery of securities.  
Moreover, the transaction may be preceded by a firm commitment agreement 
pursuant to which the Portfolio agrees to buy a security on a future date.

    	A Portfolio will not use such transactions for leverage purposes 
and, accordingly, will segregate cash, U.S. Government securities or other high 
grade debt obligations in an amount sufficient to meet its purchase obligations 
under the transactions. 

    	Dollar rolls are similar to reverse repurchase agreements because 
they involve the sale of a security coupled with an agreement to repurchase.  
Like all borrowings, a dollar roll involves costs to a Portfolio.  For example, 
while a Portfolio receives a fee as consideration for agreeing to repurchase the
security, the Portfolio may forgo the right to receive all principal and 
interest payments while the counterparty holds the security.  These payments to 
the counterparty may exceed the fee received by the Portfolio, thereby 
effectively charging the Portfolio interest on its borrowing.  Further, although
the Portfolio can estimate the amount of expected principal prepayment over the 
term of the dollar roll, a variation in the actual amount of prepayment could 
increase or decrease the cost of the Portfolio's borrowing. 

    	Mortgage-Backed Securities.  Mortgage-backed securities are 
securities which represent ownership interests in, or are debt obligations 
secured entirely or primarily by, "pools" of residential or commercial mortgage 
loans or other mortgage-backed securities (the "Underlying Assets").  In the 
case of mortgage-backed securities representing ownership interests in the 
Underlying Assets, the principal and interest payments on the underlying 
mortgage loans are distributed monthly to the holders of the mortgage-backed 
securities.  In the case of mortgage-backed securities representing debt 
obligations secured by the Underlying Assets, the principal and interest 
payments on the underlying mortgage loans, and any reinvestment income thereon, 
provide the funds to pay debt service on such mortgage-backed securities.

    	Certain mortgaged-backed securities are issued that represent an 
undivided fractional interest in the entirety of the Underlying Assets (or in a 
substantial portion of the Underlying Assets, with additional interests junior 
to that of the mortgage-backed security), and thus have payment terms that 
closely resemble the payment terms of the Underlying Assets.

    	In addition, many mortgage-backed securities are issued in multiple 
classes.  Each class of such multi-class mortgage-backed securities ("MBS"), 
often referred to as a "traunche", is issued at a specific fixed or floating 
coupon rate and has a stated maturity or final distribution date.  Principal 
prepayment on the Underlying Assets may cause the MBSs to be retired 
substantially earlier than their stated maturities or final distribution dates. 
 Interest is paid or accrues on all or most classes of the MBSs on a periodic 
basis, typically monthly or quarterly.  The principal of and interest on the 
Underlying Assets may be allocated among the several classes of a series of a 
MBS in many different ways.  In a relatively common structure, payments of 
principal (including any principal prepayments) on the Underlying Assets are 
applied to the classes of a series of a MBS in the order of their respective 
stated maturities so that no payment of principal will be made on any class of 
MBSs until all other classes having an earlier stated maturity have been paid in
full.     

    	Other Asset-Backed Securities.  The Investment Adviser expects that 
other asset-backed securities (unrelated to mortgage loans) will be developed 
and offered to investors in the future.  Several types of such asset-backed 
securities have already been offered to investors, including securities backed 
by automobile loans and credit card receivables.  Consistent with each 
Portfolio's investment objectives and policies, a Portfolio may invest in other 
types of asset-backed securities as they become available.    

    	Zero Coupon Securities and Custodial Receipts.  Zero coupon 
securities include securities issued directly by the U.S. Treasury, and U.S. 
Treasury bonds or notes and their unmatured interest coupons and receipts for 
their underlying principal (the "coupons") which have been separated by their 
holder, typically a custodian bank or investment brokerage firm.  A holder will 
separate the interest coupons from the underlying principal (the "corpus") of 
the U.S. Treasury security.  A number of securities firms and banks have 
stripped the interest coupons and receipts and then resold them in custodial 
receipt programs with a number of different names, including "Treasury Income 
Growth Receipts" ("TIGRS") and "Certificate of Accrual on Treasuries" ("CATS"). 
The underlying U.S. Treasury bonds and notes themselves are held in book-entry 
form at the Federal Reserve Bank or, in the case of bearer securities (i.e., 
unregistered securities which are owned ostensibly by the bearer or holder 
thereof), in trust on behalf of the owners thereof.  Counsel to the underwriters
of these certificates or other evidences of ownership of the U.S. Treasury 
securities have stated that for Federal tax and securities law purposes, in 
their opinion, purchasers of such certificates, such as a Portfolio, most likely
will be deemed the beneficial holders of the underlying U.S. Treasury
securities.

    	Recently, the Treasury has facilitated transfer of ownership of zero 
coupon securities by accounting separately for the beneficial ownership of 
particular interest coupon and corpus payments on Treasury securities through 
the Federal Reserve book-entry record-keeping system.  The Federal Reserve 
program as established by the Treasury Department is known as "Separate Trading 
of Registered Interest and Principal of Securities" ("STRIPS").  Under the 
STRIPS program, a Portfolio can be able to have its beneficial ownership of zero
coupon securities recorded directly in the book-entry record-keeping system in 
lieu of holding certificates or other evidences of ownership of the underlying 
U.S. Treasury securities.

    	When U.S. Treasury obligations have been stripped of their unmatured 
interest coupons by the holder, the principal or corpus is sold at a deep 
discount because the buyer receives only the right to receive a future fixed 
payment on the security and does not receive any rights to periodic interest 
(cash) payments.  Once stripped or separated, the corpus and coupons may be sold
separately.  Typically, the coupons are sold separately or grouped with other 
coupons with like maturity dates and sold in such bundled form.  Purchasers of 
stripped obligations acquire, in effect, discount obligations that are 
economically identical to the zero coupon securities that the Treasury sells 
itself.

    	Loan Participations.  A loan participation is an interest in a loan 
to a U.S. corporation (the "corporate borrower") which is administered and sold 
by an intermediary bank.  The borrower of the underlying loan will be deemed to 
be the issuer of the participation interest except to the extent the Portfolio 
derives its rights from the intermediary bank who sold the loan participation.  
Such loans must be to issuers in whose obligations a Portfolio may invest.  Any 
participation purchased by a Portfolio must be issued by a bank in the United 
States with assets exceeding $1 billion.  See "Supplemental Discussion of Risks 
Associated With the Fund's Investment Policies and Investment Techniques".

    	Variable Amount Master Demand Notes.  Variable amount master demand 
notes permit the investment of fluctuating amounts at varying rates of interest 
pursuant to direct arrangements between a Portfolio (as lender) and the 
borrower.  These notes are direct lending arrangements between lenders and 
borrowers, and are generally not transferable, nor are they ordinarily rated by 
either Moody's or S&P.
	
    	Currency-Indexed Notes.  In selecting the two currencies with 
respect to which currency-indexed notes are adjusted, the Investment Adviser and
the Sub-Adviser will consider the correlation and relative yields of various 
currencies.  Each Portfolio may purchase a currency-indexed obligation using the
currency in which it is denominated and, at maturity, will receive interest and 
principal payments thereon in that currency.  The amount of principal payable by
the issuer at maturity, however, will vary (i.e., increase or decrease) in 
response to the change (if any) in the exchange rate between the two specified 
currencies during the period from the date the instrument is issued to its 
maturity date.  The potential for realizing gains as a result of changes in 
foreign currency exchange rates may enable a Portfolio to hedge the currency in 
which the obligation is denominated (or to effect cross-hedges against other 
currencies) against a decline in the U.S. dollar value of investments 
denominated in foreign currencies while providing an attractive market rate of 
return.  Each Portfolio will purchase such indexed obligations to generate 
current income or for hedging purposes and will not speculate in such 
obligations.  

    	Principal Exchange Rate Linked Securities.  Principal exchange rate 
linked securities (or "PERLs") are debt obligations, the principal on which is 
payable at maturity in an amount that may vary based on the exchange rate 
between the U.S. dollar and a particular foreign currency at or about that time.
 The return on "standard" principal exchange rate linked securities is enhanced 
if the foreign currency to which the security is linked appreciates against the 
U.S. dollar, and is adversely affected by increases in the foreign exchange 
value of the U.S. dollar; "reverse" principal exchange rate linked securities 
are like the "standard" securities, except that their return is enhanced by 
increases in the value of the U.S. dollar and adversely impacted by increases in
the value of the foreign currency.  Interest payments on the securities are 
generally made in U.S. dollars at rates that reflect the degree of foreign 
currency risk assumed or given up by the purchaser of the notes.  

    	Performance Indexed Paper.  Performance indexed paper (or "PIPs") is 
U.S. dollar-denominated commercial paper, the yield of which is linked to 
certain foreign exchange rate movements.  The yield to the investor on 
performance indexed paper is established at maturity as a function of spot 
exchange rates between the U.S. dollar and a designated currency as of that 
time.  The yield to the investor will be within a range stipulated at the time 
of purchase of the obligation, generally with a guaranteed minimum rate of 
return that is below, and a potential maximum rate of return that is above, 
market yields on U.S. dollar-denominated commercial paper, with both the minimum
and maximum rates of return on the investment corresponding to the minimum and 
maximum values of the spot exchange rate two business days prior to maturity.  

    	Other Foreign Currency Exchange-Related Securities.  Securities may 
be denominated in the currency of one nation although issued by a governmental 
entity, corporation or financial institution of another nation.  For example, a 
Portfolio may invest in a British pound sterling-denominated obligation issued 
by a United States corporation.  Such investments involve credit risks 
associated with the issuer and currency risks associated with the currency in 
which the obligation is denominated.

    	The Investment Adviser or the Sub-Adviser bases its decision for a 
Portfolio to invest in any foreign currency exchange-related securities that may
be offered in the future on the same general criteria applicable to the 
Investment Adviser's or Sub-Adviser's decision for such Portfolio to invest in 
any debt security, including the Portfolio's minimum ratings and investment 
quality criteria, with the additional element of foreign currency exchange rate 
exposure added to the Investment Adviser's or Sub-Adviser's analysis of interest
rates, issuer risk and other factors.

    	Securities Denominated in Multi-National Currency Units or More Than 
One Currency.  An illustration of a multi-national currency unit is the European
Currency Unit (the "ECU"), which is a "basket" consisting of specified amounts 
of the currencies of the member states of the European Community, a Western 
European economic cooperative organization.  The specific amounts of currencies 
comprising the ECU may be adjusted by the Council of Ministers of the European 
Community to reflect changes in relative values of the underlying currencies.  
The Investment Adviser does not believe that such adjustments will adversely 
affect holders of ECU-denominated obligations or the marketability of such 
securities.  European supranational entities, in particular, issue 
ECU-denominated obligations.  

    	Foreign Currency Warrants.  Foreign currency warrants such as 
currency exchange warrants ("CEWs") are warrants that entitle the holder to 
receive from their issuer an amount of cash (generally, for warrants issued in 
the United States in U.S. dollars) which is calculated pursuant to a 
predetermined formula and based on the exchange rate between a specified foreign
currency and the U.S. dollar as of the exercise date of the warrant.  Foreign 
currency warrants generally are exercisable upon their issuance and expire as of
a specified date and time.  Foreign currency warrants have been issued in 
connection with U.S. dollar-denominated debt offerings by major corporate 
issuers in an attempt to reduce the foreign currency exchange risk which,  from 
the point of view of prospective purchasers of the securities, is inherent in 
the international fixed income marketplace.  The formula used to determine the 
amount payable upon exercise of a foreign currency warrant may make the warrant 
worthless unless the applicable foreign currency exchange rate moves in a 
particular direction (e.g., unless the U.S. dollar appreciates or depreciates 
against the particular foreign currency to which the warrant is linked or 
indexed).  In addition, foreign currency warrants are subject to other risks 
associated with foreign securities, including risks arising from complex 
political or economic factors.

    	Municipal Instruments.  Municipal notes may include such instruments 
as tax anticipation notes, revenue anticipation notes, and bond anticipation 
notes.  Municipal notes are issued by state and local governments and public 
authorities as interim financing in anticipation of tax collections, revenue 
receipts or bond sales.  Municipal bonds, which may be issued to raise money for
various public purposes, include general obligation bonds and revenue bonds.  
General obligation bonds are backed by the taxing power of the issuing 
municipality and are considered the safest type of bonds.  Revenue bonds are 
backed by the revenues of a project or facility such as the tolls from a toll 
bridge.  Industrial development revenue bonds are a specific type of revenue 
bond backed by the credit and security of a private user.  Revenue bonds are 
generally considered to have more potential risk than general obligation 
bonds.

    	Municipal obligations can have floating, variable or fixed rates.  
The value of floating and variable rate obligations generally is more stable 
than that of fixed rate obligations in response to changes in interest rate 
levels.  Variable and floating rate obligations usually carry rights that permit
a Portfolio to sell them at par value plus accrued interest upon short notice.  
The issuers or financial intermediaries providing rights to sell may support 
their ability to purchase the obligations by obtaining credit with liquidity 
supports.  These may include lines of credit, which are conditional commitments 
to lend, letters of credit, which will ordinarily be irrevocable, both issued by
domestic banks or foreign banks which have a branch, agency or subsidiary in the
United States.  When considering whether an obligation meets a Portfolio's 
quality standards, the Investment Adviser will look at the creditworthiness of 
the party providing the right to sell as well as to the quality of the 
obligation itself.

    	Municipal securities may be issued to finance private activities, 
the interest from which is an item of tax preference for purposes of the federal
alternative minimum tax.  Such "private activity" bonds might include industrial
development revenue bonds, and bonds issued to finance such projects as solid 
waste disposal facilities, student loans or water and sewage projects. 

                      	SUPPLEMENTAL INVESTMENT TECHNIQUES

    	Borrowing.  Each Portfolio may borrow money temporarily from banks 
when (i) it is advantageous to do so in order to meet redemption requests, (ii) 
a Portfolio fails to receive transmitted funds from a shareholder on a timely 
basis, (iii) the custodian of the Fund fails to complete delivery of securities 
sold or (iv) a Portfolio needs cash to facilitate the settlement of trades made 
by the Portfolio.  In addition, each Portfolio may, in effect, lend securities 
by engaging in reverse repurchase agreements and/or dollar roll transactions and
may, in effect, borrow money by doing so.  Securities may be borrowed by 
engaging in repurchase agreements.  See "Investment Restrictions" and 
"Supplemental Descriptions of Investments".

    	Securities Lending.  Each Portfolio, except U.S. Short-Term, is 
authorized to lend securities from its investment portfolios, with a value not 
exceeding 33 1/3% of its total assets, to banks, brokers and other financial 
institutions if it receives collateral in cash, U.S. Government Securities or 
irrevocable bank stand-by letters of credit which will be maintained at all 
times in an amount equal to at least 100% of the current market value of the 
loaned securities.  The loans will be terminable at any time by the Fund and the
relevant Portfolio will then receive the loaned securities within five days.  
During the period of such a loan, the Portfolio receives the income on the 
loaned securities and a loan fee and may thereby increase its total return.

    SUPPLEMENTAL DISCUSSION OF RISKS ASSOCIATED WITH THE FUND'S INVESTMENT 
                    POLICIES AND INVESTMENT TECHNIQUES

    	The risks associated with the different types of securities in which 
the Portfolios may invest are described in the Prospectus under "Risks 
Associated With the Fund's Investment Policies and Investment Techniques".  
Additional information concerning risks associated with certain of the 
Portfolio's investments is set forth below.   

    	Foreign Investments.  Foreign financial markets, while growing in 
volume, have, for the most part, substantially less volume than United States 
markets, and securities of many foreign companies are less liquid and their 
prices more volatile than securities of comparable domestic companies.  The 
foreign markets also have different clearance and settlement procedures, and in 
certain markets there have been times when settlements have been unable to keep 
pace with the volume of securities transactions, making it difficult to conduct 
such transactions.  Delivery of securities may not occur at the same time as 
payment in some foreign markets.  Delays in settlement could result in temporary
periods when a portion of the assets of a Portfolio is uninvested and no 
return is earned thereon.  The inability of a Portfolio to make intended 
security purchases due to settlement problems could cause the Portfolio to miss 
attractive investment opportunities.  Inability to dispose of portfolio 
securities due to settlement problems could result either in losses to a 
Portfolio due to subsequent declines in value of the portfolio security or, if 
the Portfolio has entered into a contract to sell the security, could result in 
possible liability to the purchaser.  There is generally less government 
supervision and regulation of exchanges, financial institutions and issuers in 
foreign countries than there is in the United States.  In addition, a foreign 
government may impose exchange control regulations which may have an impact on 
currency exchange rates.

    	Foreign Bank Obligations.  Obligations of foreign banks involve 
somewhat different investment risks than those affecting obligations of United 
States banks, including the possibilities that their liquidity could be impaired
because of future political and economic developments, that their obligations 
may be less marketable than comparable obligations of United States banks, that 
a foreign jurisdiction might impose withholding taxes on interest income payable
on those obligations, that foreign deposits may be seized or nationalized, that 
foreign governmental restrictions such as exchange controls may be adopted that 
might adversely affect the payment of principal and interest on those 
obligations and that the selection of those obligations may be more difficult 
because there may be less publicly available information concerning foreign 
banks or the accounting, auditing and financial reporting standards, practices 
and requirements applicable to foreign banks may differ from those applicable to
United States banks.  Foreign banks are not generally subject to examination by 
any United States government agency or instrumentality. Also, investments in 
commercial banks located in several foreign countries are subject to additional 
risks due to the combination in such banks of commercial banking and diversified
securities activities.  

    	Dollar Roll Transactions.  The entry into dollar rolls involves 
potential risks of loss which are different from those related to the securities
underlying the transactions.  For example, if the counterparty becomes 
insolvent, a Portfolio's right to purchase from the counterparty might be 
restricted.  Additionally, the value of such securities may change adversely 
before the Portfolio is able to purchase them.  Similarly, a Portfolio may be 
required to purchase securities in connection with a dollar roll at a higher 
price than may otherwise be available on the open market.  Since, as noted above
under "Supplemental Descriptions of Investments", the counterparty is required 
to deliver a similar, but not identical, security to a Portfolio, the security 
which the Portfolio is required to buy under the dollar roll may be worth less 
than an identical security.  Finally, there can be no assurance that a 
Portfolio's use of cash that it receives from a dollar roll will provide a 
return that exceeds borrowing costs.

    	Mortgage and Other Asset-Backed Securities.  Prepayments on 
securitized assets such as mortgages, automobile loans and credit card 
receivables ("Securitized Assets") generally increase with falling interest 
rates and decrease with rising interest rates; furthermore, prepayment rates 
are influenced by a variety of economic and social factors.  In general, the 
collateral supporting non-mortgage asset-backed securities is of shorter 
maturity than mortgage loans and is less likely to experience substantial 
prepayments.  In addition to prepayment risk, borrowers on the underlying 
Securitized Assets may default in their payments creating delays or loss of 
principal.

    	Non-mortgage asset-backed securities involve certain risks that are 
not presented by mortgage-backed securities.  Primarily, these securities do 
not have the benefit of a security interest in assets underlying the related 
mortgage collateral.  Credit card receivables are generally unsecured and the 
debtors are entitled to the protection of a number of state and federal consumer
credit laws, many of which give such debtors the right to set off certain 
amounts owed on the credit cards, thereby reducing the balance due.  Most 
issuers of automobile receivables permit the servicers to retain possession of 
the underlying obligations.  If the servicer were to sell these obligations to 
another party, there is a risk that the purchaser would acquire an interest 
superior to that of the holders of the related automobile receivables.  In 
addition, because of the large number of vehicles involved in a typical issuance
and technical requirements under state laws, the trustee for the holders of the 
automobile receivables may not have an effective security interest in all of the
obligations backing such receivables.  Therefore, there is a possibility that 
recoveries on repossessed collateral may not, in some cases, be available to 
support payments on these securities.

    	Some forms of asset-backed securities are relatively new forms of 
investments.  Although each Portfolio will only invest in asset-backed 
securities that the Investment Adviser believes are liquid, because the market 
experience in certain of these securities is limited, the market's ability to 
sustain liquidity through all phases of a market cycle may not have been 
tested.

    	Forward Commitments.  Each Portfolio may purchase securities on a 
when-issued or forward commitment basis, which involves a risk of loss if the 
value of the securities to be purchased increases prior to the settlement date 
and the counterparty to the trade fails to execute the transaction.  If this 
were to occur, the net asset value of a Portfolio, which includes any 
appreciation or depreciation of a security purchased on a forward basis, would 
decline by the amount of such unrealized appreciation.  

    	Loan Participations.  Because the issuing bank of a loan 
participation does not guarantee the participation in any way, it is subject to 
the credit risks generally associated with the underlying corporate borrower.  
In addition, because it may be necessary under the terms of the loan 
participation for a Portfolio to assert through the issuing bank such rights as 
may exist against the underlying corporate borrower, in the event that the 
underlying corporate borrower should fail to pay principal and interest when 
due, the Portfolio could be subject to delays, expenses and risks which are 
greater than those which would have been involved if the Portfolio had purchased
a direct obligation (such as commercial paper) of the borrower.  Moreover, under
the terms of the loan participation, the purchasing Portfolio may be regarded as
a creditor of the issuing bank (rather than of the underlying corporate 
borrower), so that the Portfolio also may be subject to the risk that the 
issuing bank may become insolvent.  Further, in the event of the bankruptcy or 
insolvency of the corporate borrower, the loan participation might be subject to
certain defenses that can be asserted by a borrower as a result of improper 
conduct by the issuing bank.  The secondary market, if any, for these loan 
participation interests is limited, and any such participation purchased by a 
Portfolio will be treated as illiquid, until the Board of Directors determines 
that a liquid market exists for such participations.  Loan participations will 
be valued at their fair market value, as determined by procedures approved by 
the Board of Directors.  

   		High Yield/High Risk Debt Securities.  Emerging Markets will invest 
its net assets in debt securities which are rated below investment-grade - that 
is, rated below Baa by Moody's or BBB by S&P and in unrated securities judged to
be of equivalent quality by the Investment Adviser or Sub-Adviser.  Below 
investment grade securities carry a high degree of risk (including the 
possibility of default or bankruptcy of the issuers of such securities), 
generally involve greater volatility of price and risk of principal and income, 
and may be less liquid, than securities in the higher rating categories and are 
considered speculative.  The lower the ratings of such debt securities, the 
greater their risks render them like equity securities.  See "Quality Ratings 
Descriptions" in this Statement of Additional Information for a more complete 
description of the ratings assigned by ratings organizations and their 
respective characteristics.

   		Economic downturns have in the past, and could in the future, 
disrupted the high yield market and impaired the ability of issuers to repay 
principal and interest.  Also, an increase in interest rates would have a 
greater adverse impact on the value of such obligations than on comparable 
higher quality debt securities.  During an economic downturn or period of rising
interest rates, highly leveraged issues may experience financial stress which 
would adversely affect their ability to service their principal and interest 
payment obligations.  Prices and yields of high yield securities will fluctuate 
over time and, during periods of economic uncertainty, volatility of high yield 
securities may adversely affect the Portfolio's net asset value.  In addition, 
investments in high yield zero coupon or pay-in-kind bonds, rather than income-
bearing high yield securities, may be more speculative and may be subject to 
greater fluctuations in value due to changes in interest rates.

   		The trading market for high yield securities may be thin to the 
extent that there is no established retail secondary market or because of a 
decline in the value of such securities.  A thin trading market may limit the 
ability of the Portfolio to accurately value high yield securities in the 
Portfolio's portfolio and to dispose of those securities.  Adverse publicity 
and investor perceptions may decrease the values and liquidity of high yield 
securities.  These securities may also involve special registration 
responsibilities, liabilities and costs.

   		Credit quality in the high yield securities 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 policy of the Investment Adviser and Sub-Adviser not to rely 
exclusively on ratings issued by established credit rating agencies, but to 
supplement such ratings with its own independent and on-going review of credit 
quality.  The achievement of the Portfolio's investment objective by investment 
in such securities may be more dependent on the Investment Adviser's or Sub-
Adviser's credit analysis than is the case for higher quality bonds.  Should the
rating of a portfolio security be downgraded, the Investment Adviser or Sub-
Adviser will determine whether it is in the best interest of the Portfolio to 
retain or dispose of such security.

   		Prices for below investment-grade securities may be affected by legislative
and regulatory developments.

          SUPPLEMENTAL TECHNIQUES TO HEDGE INTEREST RATE AND FOREIGN 
            CURRENCY RISKS AND OTHER FOREIGN CURRENCY STRATEGIES

   	Each of the Portfolios may enter into forward foreign currency 
contracts (a "forward contract") and may purchase and write (on a covered basis)
exchange-traded or over-the-counter ("OTC")  options on currencies, foreign 
currency futures contracts and options on foreign currency futures contracts 
primarily to protect against a decrease in the U.S. Dollar equivalent value of 
its foreign currency portfolio securities or the payments thereon that may 
result from an adverse change in foreign currency exchange rates.  Under normal 
circumstances, each of Worldwide-Hedged, International-Hedged and Inflation-
Indexed Hedged intends to hedge its currency exchange risk to the extent 
feasible, but there can be no assurance that all of the assets of each Portfolio
denominated in foreign currencies will be hedged at any time, or that any such 
hedge will be effective. Each of the other Portfolios may at times, at the 
discretion of the Investment Adviser and the Sub-Adviser, hedge all or some 
portion of its currency exchange risk. 

   	Conditions in the securities, futures, options and foreign currency 
markets will determine whether and under what circumstances the Fund will employ
any of the techniques or strategies described below.  The Fund's ability to 
pursue certain of these strategies may be limited by applicable regulations of 
the Commodity Futures Trading Commission ("CFTC") and the federal tax 
requirements applicable to regulated investment companies.  See "Restrictions 
on the Use of Futures Transactions" under "Investment Techniques - Hedging 
Strategies" in the Prospectus, and "Tax Considerations" below.  

      FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS AND ASSOCIATED RISKS
  
    	Each Portfolio may, and generally the Global and International 
Portfolios will, purchase forward contracts.  A forward contract obligates one 
party to purchase and the other party to sell a definite amount of a given 
foreign currency at some specified future date.  
  
    	In some circumstances the purchase or sale of appropriate forward 
contracts may help offset declines in the U.S. dollar-equivalent value of a 
Portfolio's foreign currency denominated assets and income available for 
distribution to such Portfolio's shareholders that result from adverse changes 
in the exchange rate between the U.S. dollar and the various foreign currencies 
in which a Portfolio's assets or income may be denominated.  The U.S. dollar-
equivalent value of the principal of and rate of return on foreign currency 
denominated securities will decline if the exchange rate of the U.S. dollar 
rises in relation to that currency.  Such declines could be partially or 
completely offset by an increase in the value of a forward contract on that 
foreign currency.  

    	In addition to entering into forward contracts with respect to 
assets that a Portfolio holds (a "position hedge"), the Investment Adviser or 
the Sub-Adviser may purchase or sell forward contracts or foreign currency 
options in a particular currency with respect to specific anticipated 
transactions (a "transaction hedge").  By purchasing forward contracts, the 
Investment Adviser or Sub-Adviser can establish the rate at which a Portfolio 
will be contractually entitled to exchange U.S. dollars for a foreign currency 
or a foreign currency for U.S. dollars at some point in the future and thereby 
lock in the U.S. dollar cost of purchasing foreign currency denominated 
portfolio securities or set the U.S. dollar value of the income from securities 
it owns or the proceeds from securities it intends to sell.  

    	While the use of foreign currency forward contracts may protect a 
Portfolio against declines in the U.S. dollar-equivalent value of the 
Portfolio's assets, such use will reduce the possible gain from advantageous 
changes in the value of the U.S. dollar against particular currencies in which 
their assets are denominated.  Moreover, the use of foreign currency forward 
contracts will not eliminate fluctuations in the underlying U.S. dollar-
equivalent value of the prices of or rates of return on the assets held in the 
portfolio and the use of such techniques will subject the Portfolio to certain 
risks.  

    	The foreign exchange markets can be highly volatile, subject to 
sharp price fluctuations.  In addition, trading forward contracts can involve a 
degree of leverage.  As a result, relatively small movements in the rates of 
exchange between the currencies underlying a contract could result in immediate 
and substantial losses to the investor.  Trading losses that are not offset by 
corresponding gains in assets being hedged could reduce the value of assets held
by a Portfolio.

    	Moreover, the precise matching of the forward contract amounts and 
the value of the hedged portfolio securities involved will not generally be 
possible because the future value of such foreign currency denominated portfolio
securities will change as a consequence of market movements in the value of 
those securities unrelated to changes in exchange rates and the U.S. dollar-
equivalent value of such assets between the date the forward contract is entered
into and the date that it is sold.  Accordingly, it may be necessary for a 
Portfolio to purchase additional foreign currency in the cash market (and to 
bear the expense of such purchase) if the market value of the security is less 
than the amount of the foreign currency it may be obligated to deliver pursuant 
to the forward contract.

    	The success of any currency hedging technique will depend on the 
ability of the Investment Adviser or Sub-Adviser correctly to predict movements 
in foreign currency exchange rates.  If the Investment Adviser or Sub-Adviser 
incorrectly predicts the direction of such movements or if unanticipated changes
in foreign currency exchange rates occur, a Portfolio's performance will be 
poorer than if they had not entered into such contracts.  The accurate 
projection of currency market movements is extremely difficult, and the 
successful execution of a hedging strategy is highly uncertain.

    	The cost to a Portfolio of engaging in foreign currency forward 
contracts will vary with factors such as the foreign currency involved, the 
length of the contract period and the market conditions then prevailing, 
including general market expectations as to the direction of the movement of 
various foreign currencies against the U.S. dollar.  Furthermore, the Investment
Adviser or Sub-Adviser may not be able to purchase forward contracts with 
respect to all of the foreign currencies in which the Portfolio's portfolio 
securities may be denominated.  In those circumstances  the correlation between 
the movements in the exchange rates of the subject currency and the currency in 
which the portfolio security is denominated may not be precise.  Moreover, if 
the forward contract is entered into in an over-the-counter transaction, the 
Portfolio generally will be exposed to the credit risk of its counterparty.  If 
a Portfolio enters into such contracts on a foreign exchange, the contract will 
be subject to the rules of that foreign exchange.  Foreign exchanges may impose 
significant restrictions on the purchase, sale or trading of such contracts, 
including the imposition of limits on price moves.  Such limits may 
significantly affect the ability to trade such a contract or otherwise to close 
out the position and could create potentially significant discrepancies between 
the cash and market value of the position in the forward contract.  Finally, the
cost of purchasing forward contracts in a particular currency will reflect, in 
part, the rate of return available on instruments denominated in that currency. 
The cost of purchasing forward contracts to hedge portfolio securities that are 
denominated in currencies that in general yield high rates of return may thus 
tend to reduce that rate of return toward the rate of return that would be 
earned on assets denominated in U.S. dollars.

    	Other Strategies of the Global and International Portfolios.  The 
Global and International Portfolios may use forward contracts to hedge the value
of portfolio securities against changes in exchange rates.  Each of the 
Portfolios may also attempt to enhance the return on its portfolio by entering 
into forward contracts and currency options, as discussed below, in a particular
currency in an amount in excess of the value of its assets denominated in that 
currency or when it does not own assets denominated in that currency.  If the 
Investment Adviser or Sub-Adviser is not able correctly to predict the direction
and extent of movements in foreign currency exchange rates, entering into such 
forward or option contracts may decrease rather than enhance the return on such 
Portfolio.  In addition, if such a Portfolio enters into forward contracts when 
it does not own assets denominated in that currency, the Portfolio's volatility 
may increase and losses on such contracts will not be offset by increases in the
value of Portfolio assets.

OPTIONS

    	Options on Foreign Currencies.  Each Portfolio may purchase and sell 
(or write) put and call options on foreign currencies to protect against a 
decline in the U.S. dollar-equivalent value of its portfolio securities or 
payments due thereon or a rise in the U.S. dollar-equivalent cost of securities 
that it intends to purchase.  A foreign currency put option grants the holder 
the right, but not the obligation, at a future date to sell a specified amount 
of a foreign currency to its counterparty at a predetermined price.  Conversely,
a foreign currency call option grants the holder the right, but not the 
obligation, to purchase at a future date a specified amount of a foreign 
currency at a predetermined price.

    	As in the case of other types of options, the benefit to a Portfolio 
deriving from the purchase of foreign currency options will be reduced by the 
amount of the premium and related transaction costs.  In addition, where 
currency exchange rates do not move in the direction or to the extent 
anticipated, the Portfolio could sustain losses on transactions in foreign 
currency options which would require them to forego a portion or all of the 
benefits of advantageous changes in such rates.

    	Each Portfolio may write options on foreign currencies for hedging 
purposes.  For example, where a Portfolio anticipates a decline in the dollar 
value of foreign currency denominated securities due to adverse fluctuations in 
exchange rates it could, instead of purchasing a put option, write a call option
on the relevant currency.  If the expected decline occurs, the option will most 
likely not be exercised, and the decrease in value of portfolio securities will 
be offset by the amount of the premium received.

    	Similarly, instead of purchasing a call option to hedge against an 
anticipated increase in the dollar costs of securities to be acquired, a 
Portfolio could write a put option on the relevant currency which, if rates move
in the manner projected, will expire unexercised and allow the Portfolio to 
hedge such increased costs up to the amount of the premium.  As in the case of 
other types of options, however, the writing of a foreign currency option will 
constitute only a partial hedge up to the amount of the premium, and only if 
rates move in the expected direction.  If this movement does not occur, the 
option may be exercised and the Portfolio would be required to purchase or sell 
the underlying currency at a loss which may not be fully offset by the amount of
the premium.  Through the writing of options on foreign currencies, a Portfolio 
also may be required to forego all or a portion of the benefits that might 
otherwise have been obtained from favorable movements in exchange rates.

    	Options on Securities.  Each Portfolio may also enter into closing 
sale transactions with respect to options it has purchased.  A put option on a 
security grants the holder the right, but not the obligation, at a future date 
to sell the security to its counterparty at a predetermined price.  Conversely, 
a call option on a security grants the holder the right, but not the obligation,
to purchase at a future date the security underlying the option at a 
predetermined price.

    	A Portfolio would normally purchase put options in anticipation of a 
decline in the market value of securities in its portfolio or securities it 
intends to purchase.  If such Portfolio purchased a put option and the value of 
the security in fact declined below the strike price of the option, such 
Portfolio would have the right to sell that security to its counterparty for the
strike price (or realize the value of the option by entering into a closing 
transaction), and consequently would protect itself against any further decrease
in the value of the security during the term of the option.

    	Conversely, if the Investment Adviser or Sub-Adviser anticipates 
that a security that it intends to acquire will increase in value, it might 
cause a Portfolio to purchase a call option on that security or securities 
similar to that security.  If the value of the security does rise, the call 
option may wholly or partially offset the increased price of the security.  As 
in the case of other types of options, however, the benefit to the Portfolio 
will be reduced by the amount of the premium paid to purchase the option and any
related transaction costs.  If, however, the value of the security fell instead 
of rose, the Portfolio would have foregone a portion of the benefit of the 
decreased price of the security in the amount of the option premium and the 
related transaction costs.

    	A Portfolio would purchase put and call options on securities 
indices for the same purposes as it would purchase options on securities.  
Options on securities indices are similar to options on securities except that 
the options reflect the change in price of a group of securities rather than an 
individual security and the exercise of options on securities indices are 
settled in cash rather than by delivery of the securities comprising the index 
underlying the option.  

    	Transactions by a Portfolio in options on securities and securities 
indices will be governed by the rules and regulations of the respective 
exchanges, boards of trade or other trading facilities on which the options are 
traded.

    	Considerations Concerning Options.  The writer of an option receives 
a premium which it retains regardless of whether the option is exercised.  The 
purchaser of a call option has the right, for a specified period of time, to 
purchase the securities or currency subject to the option at a specified price 
(the "exercise price").  By writing a call option, the writer becomes obligated 
during the term of the option, upon exercise of the option, to sell the 
underlying securities or currency to the purchaser against receipt of the 
exercise price.  The writer of a call option also loses the potential for gain 
on the underlying securities or currency in excess of the exercise price of the 
option during the period that the option is open.

    	Conversely, the purchaser of a put option has the right, for a 
specified period of time, to sell the securities or currency subject to the 
option to the writer of the put at the specified exercise price.  The writer of 
a put option is obligated during the term of the option, upon exercise of the 
option, to purchase securities or currency underlying the option at the exercise
price.  A writer might, therefore, be obligated to purchase the underlying 
securities or currency for more than their current market price or U.S. dollar 
value, respectively.

    	Each Portfolio may purchase and sell both exchange-traded and OTC 
options.  Currently, although many options on equity securities and options on 
currencies are exchange-traded, options on debt securities are primarily traded 
in the over-the-counter market.  The writer of an exchange-traded option that 
wishes to terminate its obligation may effect a "closing purchase transaction". 
This is accomplished by buying an option of the same series as the option 
previously written.  Options of the same series are options with respect to the 
same underlying security or currency, having the same expiration date and the 
same exercise price.  Likewise, an investor who is the holder of an option may 
liquidate a position by effecting a "closing sale transaction".  This is 
accomplished by selling an option of the same series as the option previously 
purchased.  There is no guarantee that either a closing purchase or a closing 
sale transaction can be effected.

    	An exchange-traded option position may be closed out only where 
there exists a secondary market for an option of the same series.  For a number 
of reasons, a secondary market may not exist for options held by a Portfolio, or
trading in such options might be limited or halted by the exchange on which the 
option is trading, in which case it might not be possible to effect closing 
transactions in particular options the Portfolio has purchased with the result 
that the Portfolio would have to exercise the options in order to realize any 
profit.  If the Portfolio is unable to effect a closing purchase transaction in 
a secondary market in an option the Portfolio has written, it will not be able 
to sell the underlying security or currency until the option expires or deliver 
the underlying security or currency upon exercise or otherwise cover its 
position.

    	Exchange-traded options in the United States are issued by a 
clearing organization affiliated with the exchange on which the option is listed
which, in effect, guarantees every exchange-traded option transaction.  In 
contrast, OTC options are contracts between a Portfolio and its counterparty 
with no clearing organization guarantee.  Thus, when the Portfolio purchases OTC
options, it relies on the dealer from which it purchased the OTC option to make 
or take delivery of the securities underlying the option.  Failure by the dealer
to do so would result in the loss of the premium paid by the Portfolio as well 
as the loss of the expected benefit of the transaction.  The Investment Adviser 
or Sub-Adviser will only purchase options from dealers determined by the 
Investment Adviser to be creditworthy.

    	Exchange-traded options generally have a continuous liquid market 
whereas OTC options may not.  Consequently, a Portfolio will generally be able 
to realize the value of an OTC option it has purchased only by exercising it or 
reselling it to the dealer who issued it.  Similarly, when the Portfolio writes 
an OTC option, it generally will be able to close out the OTC option prior to 
its expiration only by entering into a closing purchase transaction with the 
dealer to which the Portfolio originally wrote the OTC option.  Although a 
Portfolio will enter into OTC options only with dealers that agree to enter 
into, and that are expected to be capable of entering into, closing transactions
with the Portfolio, there can be no assurance that the Portfolio will be able to
liquidate an OTC option at a favorable price at any time prior to expiration.  
Until the Portfolio is able to effect a closing purchase transaction in a 
covered OTC call option the Portfolio has written, it will not be able to 
liquidate securities used as cover until the option expires or is exercised or 
different cover is substituted.  In the event of insolvency of the counterparty,
the Portfolio may be unable to liquidate an OTC option.  In the case of options 
written by a Portfolio, the inability to enter into a closing purchase 
transaction may result in material losses to the Portfolio.  For example, since 
the Portfolio must maintain a covered position with respect to any call option 
on a security it writes, the Portfolio may be limited in its ability to sell the
underlying security while the option is outstanding.  This may impair the 
Portfolio's ability to sell a portfolio security at a time when such a sale 
might be advantageous.

    	There is no systematic reporting of last sale information for 
foreign currencies or any regulatory requirement that quotations available 
through dealers or other market sources be firm or revised on a timely basis.  
Quotation information available is generally representative of very large 
transactions in the interbank market and thus may not reflect relatively smaller
transactions (i.e., less than $1 million) where rates may be less favorable.  
The interbank market in foreign currencies is a global, around-the-clock market.
 To the extent that the U.S. options markets are closed while the markets for 
the underlying currencies remain open, significant price and rate movements may 
take place in the underlying markets that cannot be reflected in the options 
market until they reopen.  Because foreign currency transactions occurring in 
the interbank market involve substantially larger amounts than those that may be
involved in the use of foreign currency options, investors may be disadvantaged 
by having to deal in an odd lot market (generally consisting of transactions of 
less than $1 million) for the underlying foreign currencies at prices that are 
less favorable than for round lots.

    	The use of options to hedge a Portfolio's foreign currency-
denominated portfolio, or to enhance return raises additional considerations.  
As described above, a Portfolio may, among other things, purchase call options 
on securities it intends to acquire in order to hedge against anticipated market
appreciation in the price of the underlying security or currency.  If the market
price does increase as anticipated, the Portfolio will benefit from that 
increase but only to the extent that the increase exceeds the premium paid and 
related transaction costs.  If the anticipated rise does not occur or if it does
not exceed the amount of the premium and related transaction costs, the 
Portfolio will bear the expense of the options without gaining an offsetting 
benefit.  If the market price of the underlying currency or securities should 
fall instead of rise, the benefit the Portfolio obtains from purchasing the 
currency or securities at a lower price will be reduced by the amount of the 
premium paid for the call options and by transaction costs.

    	Each Portfolio also may purchase put options on currencies or 
portfolio securities when it believes a defensive posture is warranted.  
Protection is provided during the life of a put option because the put gives 
the Portfolio the right to sell the underlying currency or security at the put 
exercise price, regardless of a decline in the underlying currency's or 
security's market price below the exercise price.  This right limits the 
Portfolio's losses from the currency's or security's possible decline in value 
below the exercise price of the option to the premium paid for the option and 
related transaction costs.  If the market price of the currency or the 
Portfolio's securities should increase, however, the profit that the Portfolio 
might otherwise have realized will be reduced by the amount of the premium paid 
for the put option and by transaction costs.

    	The value of an option position will reflect, among other things, 
the current market price of the underlying currency or security, the time 
remaining until expiration, the relationship of the exercise price to the market
price, the historical price volatility of the underlying currency or security 
and general market conditions.  For this reason, the successful use of options 
as a hedging strategy depends upon the ability of the Investment Adviser or the 
Sub-Adviser to forecast the direction of price fluctuations in the underlying 
currency or securities market.

    	Options normally have expiration dates of up to nine months.  The 
exercise price of the options may be below, equal to or above the current market
values of the underlying securities or currency at the time the options are 
written.  Options purchased by a Portfolio that expire unexercised have no 
value, and therefore a loss will be realized in the amount of the premium paid 
(and related transaction costs).  If an option purchased by any Portfolio is in-
the-money prior to its expiration date, unless the Portfolio exercises the 
option or enters into a closing transaction with respect to that position, the 
Portfolio will not realize any gain on its option position.

    	A Portfolio's activities in the options market may result in a 
higher portfolio turnover rates and additional brokerage costs.  Nevertheless, 
the Portfolio may also save on commissions and transaction costs by hedging 
through such activities rather than buying or selling securities or foreign 
currencies in anticipation of market moves or foreign exchange rate 
fluctuations. 

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS

    	Futures Contracts.  Each Portfolio may enter into contracts for the 
purchase or sale for future delivery (a "futures contract") of fixed-income 
securities or foreign currencies, or contracts based on financial indices 
including any index of U.S. Government Securities, foreign government securities
or corporate debt securities.  U.S. futures contracts have been designed by 
exchanges which have been designated as "contracts markets" by the CFTC, and 
must be executed through a futures commission merchant, or brokerage firm, which
is a member of the relevant contract market.  Futures contracts trade on a 
number of exchange markets and, through their clearing corporations, the 
exchanges guarantee performance of the contracts as between the clearing members
of the exchange.  A Portfolio will enter into futures contracts that are based 
on debt securities that are backed by the full faith and credit of the U.S. 
Government, such as long-term U.S. Treasury Bonds, Treasury Notes, GNMA-modified
pass-through mortgage-backed securities and three-month U.S. Treasury Bills.  
Each Portfolio may also enter into futures contracts that are based on 
securities that would be eligible investments for such Portfolio and that are 
denominated in currencies other than the U.S. dollar, including, without 
limitation, futures contracts based on government bonds issued in the United 
Kingdom, Japan, the Federal Republic of Germany, France and Australia and 
futures contracts based on three-month Euro-deposit contracts in the major 
currencies.  

    	A Portfolio would purchase or sell futures contracts to attempt to 
protect the U.S. dollar-equivalent value of its securities from fluctuations in 
interest or foreign exchange rates without actually buying or selling securities
or foreign currency.  For example, if a Portfolio expected the value of a 
foreign currency to increase against the U.S. dollar, the Portfolio might enter 
into futures contracts for the sale of that currency.  Such a sale would have 
much the same effect as selling an equivalent value of foreign currency.  If the
currency did increase, the value of the securities in the portfolio would 
decline, but the value of the futures contracts to the Portfolio would increase 
at approximately the same rate, thereby keeping the net asset value of the 
Portfolio from declining as much as it otherwise would have.

    	Although futures contracts by their terms call for the actual 
delivery or acquisition of securities or currency, in most cases the contractual
obligation is fulfilled before the date of the contract without having to make 
or take delivery of the securities or currency.  The offsetting of a contractual
obligation is accomplished by buying (or selling, as the case may be) on a 
commodities exchange an identical futures contract calling for delivery in the 
same month.  Such a transaction, which is effected through a member of an 
exchange, cancels the obligation to make or take delivery of the securities or 
currency.  Since all transactions in the futures market are made, offset or 
fulfilled through a clearinghouse associated with the exchange on which the 
contracts are traded, a Portfolio will incur brokerage fees when it purchases or
sells futures contracts.

    	At the time a futures contract is purchased or sold, the Portfolio 
must allocate cash or securities as a deposit payment ("initial margin").  It is
expected that the initial margin on U.S. exchanges may range from approximately 
3% to approximately 15% of the value of the securities or commodities underlying
the contract.  Under certain circumstances, however, such as periods of high 
volatility, the Portfolio may be required by an exchange to increase the level 
of its initial margin payment.  Additionally, initial margin requirements may be
increased generally in the future by regulatory action.  An outstanding futures 
contract is valued daily and the payment in cash of "variation margin" may be 
required, a process known as "marking to the market".  Each day the Portfolio 
will be required to provide (or will be entitled to receive) variation margin in
an amount equal to any decline (in the case of a long futures position) or 
increase (in the case of a short futures position) in the contract's value since
the preceding day.

    	Futures contracts entail special risks.  Among other things, the 
ordinary spreads between values in the cash and futures markets, due to 
differences in the character of these markets, are subject to distortions 
relating to (1) investors' obligations to meet additional variation margin 
requirements, (2) decisions to make or take delivery, rather than entering into 
offsetting transactions and (3) the difference between margin requirements in 
the securities markets and margin deposit requirements in the futures market.  
The possibility of such distortion means that a correct forecast of general 
market, foreign exchange rate or interest rate trends by the Investment Adviser 
or Sub-Adviser may still not result in a successful transaction.

    	Although the Investment Adviser believes that use of such contracts 
and options thereon will benefit the Portfolios, if the Investment Adviser's 
judgment about the general direction of securities market movements, foreign 
exchange rates or interest rates is incorrect, a Portfolio's overall performance
would be poorer than if it had not entered into any such contracts or purchased 
or written options thereon.  For example, if a Portfolio had hedged against the 
possibility of an increase in interest rates which would adversely affect the 
price of debt securities held in its portfolio and interest rates decreased 
instead, the Portfolio would lose part or all of the benefit of the increased 
value of its assets which it had hedged because it would have offsetting losses 
in its futures positions.  In addition, particularly in such situations, if the 
Portfolio has insufficient cash, it may have to sell assets from its portfolio 
to meet daily variation margin requirements.  Any such sale of assets may, but 
will not necessarily, be at increased prices which reflect the rising market.  
Consequently, the Portfolio may have to sell assets at a time when it may be 
disadvantageous to do so.      

    	A Portfolio's ability to establish and close out positions in 
futures contracts and options on futures contracts will be subject to the 
development and maintenance of a liquid market.  Although a Portfolio generally 
will purchase or sell only those futures contracts and options thereon for which
there appears to be a liquid market, there is no assurance that a liquid market 
on an exchange will exist for any particular futures contract or option thereon 
at any particular time.  Where it is not possible to effect a closing 
transaction in a contract to do so at a satisfactory price, the Portfolio would 
have to make or take delivery under the futures contract or, in the case of a 
purchased option, exercise the option.  In the case of a futures contract that a
Portfolio has sold and is unable to close out, the Portfolio would be required 
to maintain margin deposits on the futures contract and to make variation margin
payments until the contract is closed.

    	Under certain circumstances, exchanges may establish daily limits in 
the amount that the price of a futures contract or related option contract may 
vary either up or down from the previous day's settlement price.  Once the daily
limit has been reached in a particular contract, no trades may be made that day 
at a price beyond that limit. The daily limit governs only price movements 
during a particular trading day and therefore does not limit potential losses 
because the limit may prevent the liquidation of unfavorable positions.  Futures
or options contract prices could move to the daily limit for several consecutive
trading days with little or no trading and thereby prevent prompt liquidation of
positions and subject some traders to substantial losses.

    	Buyers and sellers of foreign currency futures contracts are subject 
to the same risks that apply to the use of futures generally.  In addition, 
there are risks associated with foreign currency futures contracts and their 
use as hedging devices similar to those associated with options on foreign 
currencies described above.  Further, settlement of a foreign currency futures 
contract must occur within the country issuing the underlying currency.  Thus, a
Portfolio must accept or make delivery of the underlying foreign currency in 
accordance with any U.S. or foreign restrictions or regulations regarding the 
maintenance of foreign banking arrangements by U.S. residents and may be 
required to pay any fees, taxes or charges associated with such delivery that 
are assessed in the country of the underlying currency.

    	Options on Futures Contracts.  The purchase of a call option on a 
futures contract is similar in some respects to the purchase of a call option 
on an individual security or currency.  Depending on the pricing of the option 
compared to either the price of the futures contract upon which it is based or 
the price of the underlying securities or currency, it may or may not be less 
risky than ownership of the futures contract or the underlying securities or 
currency.  As with the purchase of futures contracts, when a Portfolio is not 
fully invested it may purchase a call option on a futures contract to hedge 
against a market advance due to declining interest rates or a change in foreign 
exchange rates.

    	The writing of a call option on a futures contract constitutes a 
partial hedge against declining prices of the security or foreign currency which
is deliverable upon exercise of the futures contract.  If the futures price at 
expiration of the option is below the exercise price, a Portfolio will retain 
the full amount of the option premium which provides a partial hedge against any
decline that may have occurred in the Portfolio's portfolio holdings.  The 
writing of a put option on a futures contract constitutes a partial hedge 
against increasing prices of the security or foreign currency which is 
deliverable upon exercise of the futures contract.  If the futures price at 
expiration of the option is higher than the exercise price, the Portfolio will 
retain the full amount of the option premium which provides a partial hedge 
against any increase in the price of securities which a Portfolio intends to 
purchase.  If a put or call option a Portfolio has written is exercised, the 
Portfolio will incur a loss that will be reduced by the amount of the premium it
receives.  Depending on the degree of correlation between changes in the value 
of its portfolio securities and changes in the value of its futures positions, a
Portfolio's losses from existing options on futures may to some extent be 
reduced or increased by changes in the value of portfolio securities.

    	The purchase of a put option on a futures contract is similar in 
some respects to the purchase of protective put options on portfolio securities.
For example, a Portfolio may purchase a put option on a futures contract to 
hedge its portfolio against the risk of rising interest rates.

    	The amount of risk a Portfolio assumes when it purchases an option 
on a futures contract is the premium paid for the option plus related 
transaction costs.  In addition to the correlation risks discussed above, the 
purchase of an option also entails the risk that changes in the value of the 
underlying futures contract will not be fully reflected in the value of the 
option purchased.

    	Options on foreign currency futures contracts may involve certain 
additional risks.  Trading options on foreign currency futures contracts is 
relatively new.  The ability to establish and close out positions in such 
options is subject to the maintenance of a liquid secondary market.  To mitigate
this problem, a Portfolio will not purchase or write options on foreign currency
futures contracts unless and until, in the Investment Adviser's or Sub-Adviser's
opinion, the market for such options has developed sufficiently that the risks 
in connection with such options are not greater than the risks in connection 
with transactions in the underlying foreign currency futures contracts.  
Compared to the purchase or sale of foreign currency futures contracts, the 
purchase of call or put options thereon involves less potential risk to the 
Portfolio because the maximum amount at risk is the premium paid for the option 
(plus transaction costs).  However, there may be circumstances when the purchase
of a call or put option on a foreign currency futures contract would result in a
loss, such as when there is no movement in the price of the underlying currency 
or futures contract, when use of the underlying futures contract would not.

                            	INVESTMENT RESTRICTIONS

    	The Fund has adopted the investment restrictions listed below 
relating to the investment of each Portfolio's assets and its activities.  These
are fundamental policies that may not be changed without the approval of the 
holders of a majority of the outstanding voting securities of a Portfolio (which
for this purpose and under the 1940 Act means the lesser of (i) 67% of the 
shares represented at a meeting at which more than 50% of the outstanding shares
are represented or (ii) more than 50% of the outstanding shares).  None of the 
Portfolios may: (1) borrow money except by engaging in reverse repurchase 
agreements or dollar roll transactions or from a bank as a temporary measure for
the reasons enumerated in "Supplemental Investment Techniques - Borrowing", 
provided that a Portfolio will not borrow, more than an amount equal to 
one-third of the value of its assets, nor will it borrow for leveraging purposes
(i.e., a Portfolio will not purchase securities while temporary bank borrowings 
in excess of 5% of its total assets are outstanding); (2) issue senior 
securities (other than as specified in clause (1)); (3) purchase securities on 
margin (although deposits referred to as "margin" will be made in connection 
with investments in futures contracts, as explained above, and a Portfolio may 
obtain such short-term credits as may be necessary for the clearance of 
purchases and sales of securities); (4) make short sales of securities, except 
for Mortgage Total Return, Inflation-Indexed and Inflation-Indexed Hedged; (5) 
underwrite securities of other issuers; (6) invest in companies for the purpose 
of exercising control or management; (7) purchase or sell real estate (other 
than marketable securities representing interests in, or backed by, real 
estate); or (8) purchase or sell physical commodities or related commodity 
contracts.

    	For the purposes of restriction (1), reverse repurchase agreements 
and dollar roll transactions that are covered pursuant to SEC regulations or 
staff positions, will not be considered borrowing.  For the purposes of 
restriction (4), the word "securities" does not include options, futures, 
options on futures or forward currency contracts.

    	In addition, each Portfolio is prohibited from:  1) the purchase or 
retention of the securities of any issuer if the officers, directors or trustees
of the Fund, its advisors, or managers owning beneficially more than one half of
one percent of the securities of an issuer together own beneficially more than 
five percent of the securities of that issuer; 2) the purchase of securities of 
any issuer if, as to seventy-five percent (75%) of the assets of the company at 
the time of the purchase, more than ten percent of the voting securities of any 
issuer would be held by the company; 3) the investment in the securities of 
other investment companies, except by purchase in the open market where no 
commission or profit to a sponsor or dealer results from the purchase other than
the customary broker's commission, or except when the purchase is part of a plan
of merger, consolidation, reorganization or acquisition; and 4) the investment 
of more than fifteen percent (15%) of the Fund's total assets in the securities 
of issuers which together with any predecessors have a record of less than three
years continuous operation or securities of issuers which are restricted as to 
disposition. 

    	Whenever an investment policy or limitation states a maximum 
percentage of a Portfolio's assets that may be invested in any security or other
asset or sets forth a policy regarding quality standards, such standard or 
percentage limitation shall be determined immediately after and as a result of 
the Portfolio's acquisition of such security or other asset.  Accordingly, any 
later increase or decrease in a percentage resulting from a change in values, 
net assets or other circumstances will not be considered when determining 
whether that investment complies with the Portfolio's investment policies and 
limitations.  

    	Each Portfolio's investment objectives and other investment policies 
not designated as fundamental in this Statement of Additional Information are 
non-fundamental and may be changed at any time by action of the Board of 
Directors.

Money Market Portfolio

    	Money Market may not (although, not as a fundamental policy):  (1) 
invest more than 5% of its total assets in the securities of any one issuer or 
subject to puts from any one issuer, except U.S. Government securities, provided
that the Portfolio may invest more than 5% of its total assets in first tier 
securities of any one issuer for a period of up to three business days or, in 
unrated securities that have been determined to be of comparable quality by the 
Investment Adviser; or (2) invest more than 5% of its total assets in second 
tier securities, or in unrated securities determined by the Investment Adviser 
to be of comparable quality.


U.S. Short-Term Portfolio	

    	U.S. Short-Term has adopted five additional fundamental policies 
that may not be changed without the approval of the holders of a majority of the
shares of the Portfolio.  The Portfolio may not:  (1) invest more than 5% of its
total assets in the securities of any issuer (other than U.S. Government 
Securities and repurchase agreements); (2) invest more than 25% of its total 
assets in the securities of issuers in any industry (other than U.S. Government 
Securities and the banking industry); (3) enter into repurchase agreements if, 
as a result thereof, more than 25% of its total assets would be subject to 
repurchase agreements; (4) make loans to other persons, except by (i) the 
purchase of a portion of an issue of debt obligations in which a Portfolio is 
authorized to invest in accordance with its investment objectives and (ii) 
engaging in repurchase agreements; or (5) purchase or sell commodities or 
commodity contracts, except that the Portfolio may utilize up to 5% of its total
assets as margin and premiums to purchase and sell futures and options contracts
on CFTC-regulated exchanges.   


Worldwide and Worldwide-Hedged Portfolios

    	Worldwide and Worldwide-Hedged each have adopted two additional 
fundamental policies that may not be changed without the approval of the holders
of a majority of the shares of either Portfolio.  Each Portfolio may not: (1) 
enter into repurchase agreements if, as a result thereof, more than 25% of its 
total assets would be subject to repurchase agreements; or (2) purchase or sell 
commodities or commodity contracts, except that each Portfolio may utilize up to
5% of its total assets as margin and premiums to purchase and sell futures and 
options contracts on CFTC-regulated exchanges.  

Illiquid Securities

    	The staff of the Commission has taken the position that purchased 
OTC options and the assets used as cover for written OTC options are illiquid 
securities.  Therefore, each Portfolio has adopted an investment policy pursuant
to which it generally will not purchase or sell OTC options if, as a result of 
such transaction, the sum of the market value of OTC options currently 
outstanding that are held by such Portfolio, the market value of the underlying 
securities covered by OTC call options currently outstanding that were sold by 
such Portfolio and margin deposits on such Portfolio's existing OTC options on 
futures contracts exceed 15% (10% for Money Market) of the net assets of such 
Portfolio, taken at market value, together with all other assets of the 
Portfolio that are illiquid or are not otherwise readily marketable.  This 
policy as to OTC options is not a fundamental policy of the Portfolios and may 
be amended by the Directors of the Fund without the approval of the Fund's or a 
Portfolio's shareholders.  However, the Fund will not change or modify this 
policy prior to a change or modification by the Commission staff of its 
position.

                            	PORTFOLIO TRANSACTIONS

   	The debt securities in which the Fund invests are traded primarily 
in the over-the-counter market by dealers who are usually acting as principal 
for their own account.  On occasion, securities may be purchased directly from 
the issuer.  Such securities are generally traded on a net basis and do not 
normally involve either brokerage commissions or transfer taxes. The Fund enters
into financial futures and options contracts which normally involve brokerage 
commissions.    


 For the years ended December 31, 1996, December 31, 1995 and December 31, 
1994, the amount of brokerage commissions (associated with financial futures 
and options contracts) paid by each Portfolio were as follows:


Portfolio	                   Year Ended         Year Ended       Periods 
Ended
                         December 31, 1996  December 31, 1995  December 31, 
1994

U.S. Short-Term 
 Portfolio	              110,133               	$187,185	           $35,790
Stable Return
  Portfolio		                                     27,616                 	0
Mortgage Total
  Return Portfolio (1)	   30,152                      	0                 	0
Worldwide Portfolio       10,254                		15,268            	47,983
Worldwide-Hedged 
 Portfolio	                2,719                  	3,083            	13,547
International  
 Portfolio (2)	            2,707                      	0                 	0
International-Hedged 
 Portfolio (3)            12,342                		15,643             	1,581

(1) Commencement of Operations was April 29, 1996.
(2) Commencement of Operations was May 9, 1996.
(3) The Portfolio was fully liquidated on December 30, 1994, and recommenced 
    operations on September 14, 1995.


    	The cost of executing transactions will consist primarily of dealer 
spreads. The spread is not included in the expenses of a Portfolio and therefore
is not subject to the expenses cap; nevertheless, the incurrence of this spread,
ignoring the other intended positive effects of each such transaction, will 
decrease the total return of the Portfolio.  However, a Portfolio will buy one 
asset and sell another only if the Investment Adviser and/or the Sub-Adviser 
believes it is advantageous to do so after considering the effect of the 
additional custodial charges and the spread on the Portfolio's total return.

 	   All purchases and sales will be executed with major dealers and 
banks on a best net price basis.  No trades will be executed with the Investment
Adviser, the Sub-Adviser, their affiliates, officers or employees acting as 
principal or agent for others, although such entities and persons may be trading
contemporaneously in the same or similar securities.  To the extent an 
investment that may be appropriate for one of the Portfolios is considered for 
purchase by the Investment Adviser and/or Sub-Adviser for the account of another
Portfolio, client or fund, the investment opportunity, as well as the expenses 
incurred in the transaction, will be allocated in a manner deemed equitable by 
the Investment Adviser.

    	The Global and International Portfolios are expected to invest 
substantial portions of their assets in foreign securities.  Since costs 
associated with transactions in foreign securities are generally higher than 
costs associated with transactions in domestic securities, the operating expense
ratios of these Portfolios can be expected to be higher than that of an 
investment company investing exclusively in domestic securities.

                            	TAX CONSIDERATIONS

    	The following summary of tax consequences, which does not purport to 
be complete, is based on U.S. federal tax laws and regulations in effect on the 
date of this Statement of Additional Information, which are subject to change by
legislative or administrative action.

    	Qualification as a Regulated Investment Company.  Each active 
Portfolio has qualified and intends to continue to qualify to be treated as a 
regulated investment company ("RIC") under the Internal Revenue Code of 1986, as
amended (the "Code").  To qualify as a RIC, a Portfolio must, among other 
things, (a) derive at least 90% of its gross income each taxable year from 
dividends, interest, payments with respect to securities loans and gains from 
the sale or other disposition of securities or foreign currencies, or other 
income (including gains from options, futures or forward contracts) derived from
its business of investing in securities or foreign currencies (the "Qualifying 
Income Requirement"); (b) derive less than 30% of its gross income each taxable 
year from sales or other dispositions of certain assets (namely, (i) securities;
(ii) options, futures and forward contracts (other than those on foreign 
currencies); and (iii) foreign currencies (including options, futures and 
forward contracts on such currencies) not directly related to the Portfolio's 
principal business of investing in stocks or securities (or options and futures 
with respect to stocks or securities) held less than three months (the "30% 
Limitation"); (c) diversify its holdings so that, at the end of each quarter of 
the Portfolio's taxable year, (i) at least 50% of the market value of the 
Portfolio's assets is represented by cash and cash items (including 
receivables), U.S. Government Securities, securities of other RICs and other 
securities, with such other securities of any one issuer limited to an amount 
not greater than 5% of the value of the Portfolio's total assets and not greater
than 10% of the outstanding voting securities of such issuer and (ii) not more 
than 25% of the value of the Portfolio's total assets is invested in the 
securities of any one issuer (other than U.S. Government Securities or the 
securities of other RICs); and (d) distribute at least 90% of its investment 
company taxable income (which includes, among other items, interest and net 
short-term capital gains in excess of net long-term capital losses).  The U.S. 
Treasury Department has authority to promulgate regulations pursuant to which 
gains from foreign currency (and options, futures and forward contracts on 
foreign currency) not directly related to a RIC's principal business of 
investing in stocks and securities would not be treated as qualifying income for
purposes of the Qualifying Income Requirement.  To date, such regulations have 
not been promulgated. 

    	If for any taxable year a Portfolio does not qualify as a RIC, all 
of its taxable income will be taxed to the Portfolio at corporate rates.  For 
each taxable year that the Portfolio qualifies as a RIC, it will not be subject 
to federal income tax on that part of its investment company taxable income and 
net capital gains (the excess of net long-term capital gain over net short-term 
capital loss) that it distributes to its shareholders.  In addition, to avoid a 
nondeductible 4% federal excise tax, the Portfolio must distribute during each 
calendar year an amount at least equal to the sum of 98% of its ordinary income 
(not taking into account any capital gains or losses), determined on a calendar 
year basis, 98% of its capital gains in excess of capital losses, determined in 
general on an October 31 year-end basis, and any undistributed amounts from 
previous years.  Each Portfolio intends to distribute all of its net income and 
gains by automatically reinvesting such income and gains in additional shares of
the Portfolio.  The 30% Limitation may require that a Portfolio defer closing 
out certain positions beyond the time when it otherwise would be advantageous 
to do so, in order not to be disqualified as a RIC.  Each Portfolio will monitor
its compliance with all of the rules set forth in the preceding paragraph.

    	Distributions.  Each Portfolio's automatic reinvestment of its 
ordinary income, net short-term capital gains and net long-term capital gains in
additional shares of the Portfolio and distribution of such shares to 
shareholders will be taxable to the Portfolio's shareholders.  In general, such 
shareholders will be treated as if such income and gains had been distributed to
them by the Portfolio and then reinvested by them in shares of the Portfolio, 
even though no cash distributions have been made to shareholders.  The automatic
reinvestment of ordinary income and net realized short-term capital gains of the
Portfolio will be taxable to the Portfolio's shareholders as ordinary income.  
Each Portfolio's automatic reinvestment of any net long-term capital gains 
designated by the Portfolio as capital gain dividends will be taxable to the 
shareholders as long-term capital gain, regardless of how long they have held 
their Portfolio shares.  None of the amounts treated as distributed to a 
Portfolio's shareholders will be eligible for the corporate dividends received 
deduction.  A distribution will be treated as paid on December 31 of the current
calendar year if it is declared by a Portfolio in October, November or December 
with a record date in such a month and paid by the Portfolio during January of 
the following calendar year.  Such distributions will be taxable to shareholders
in the calendar year in which the distributions are declared, rather than in the
calendar year in which the distributions are received.  Each Portfolio will 
inform shareholders of the amount and tax status of all amounts treated as 
distributed to them not later than 60 days after the close of each calendar 
year.

    	Sale of Shares.  Upon the sale or other disposition of shares of a 
Portfolio, or upon receipt of a distribution in complete liquidation of a 
Portfolio, a shareholder generally will realize a capital gain or loss which 
will be long-term or short-term, generally depending upon the shareholder's 
holding period for the shares.  Any loss realized on the sale or exchange will 
be disallowed to the extent the shares disposed of are replaced (including 
shares acquired pursuant to a dividend reinvestment plan)  within a period of 
61 days beginning 30 days before and ending 30 days after disposition of the 
shares.  In such a case, the basis of the shares acquired will be adjusted to 
reflect the disallowed loss.  Any loss realized by the shareholder on a 
disposition of Portfolio shares held by the shareholder for six months or less 
will be treated as a long-term capital loss to the extent of any distributions 
of net capital gains deemed received by the shareholder with respect to such 
shares.

    	Zero Coupon Securities.  Investments by a Portfolio in zero coupon 
securities will result in income to the Portfolio equal to a portion of the 
excess of the face value of the securities over their issue price (the "original
issue discount") each year that the securities are held, even though the 
Portfolio receives no cash interest payments.  This income is included in 
determining the amount of income which the Portfolio must distribute to maintain
its status as a RIC and to avoid the payment of Federal income tax and the 4% 
excise tax.
  
    	Hedging Transactions.  Certain options, futures and forward 
contracts in which a Portfolio may invest are "section 1256 contracts."  Gains 
and losses on section 1256 contracts are generally treated as 60 percent long-
term and 40 percent short-term capital gains or losses ("60/40 treatment"), 
regardless of the Portfolio's actual holding period for the contract.  Also, a 
section 1256 contract held by a Portfolio at the end of each taxable year (and 
generally, for the purposes of the 4% excise tax, on October 31 of each year) 
must be treated as if the contract had been sold at its fair market value on 
that day ("mark to market treatment"), and any deemed gain or loss on the 
contract is subject to 60/40 treatment.  Foreign currency gain or loss 
(discussed below) arising from section 1256 contracts may, however, be treated 
as ordinary income or loss.  

    	The hedging transactions undertaken by a Portfolio may result in 
"straddles" for federal income tax purposes.  The straddle rules may affect the 
character of gains or losses realized by the Portfolio.  In addition, losses 
realized by a Portfolio on positions that are part of a straddle may be deferred
under the straddle rules rather than being taken into account in calculating the
taxable income for the taxable year in which such losses are realized.  Further,
a Portfolio may be required to capitalize, rather than deduct currently, any 
interest expense on indebtedness incurred or continued to purchase or carry 
any positions that are part of a straddle.  Because only a few regulations 
implementing the straddle rules have been implemented, the tax consequences to 
the Portfolios of engaging in hedging transactions are not entirely clear.  
Hedging transactions may increase the amount of short-term capital gain realized
by the Portfolios which is taxed as ordinary income when distributed to 
shareholders.

    	A Portfolio may make one or more of the elections available under 
the Code that are applicable to straddles.  If a Portfolio makes any of the 
elections, the amount, character and timing of the recognition of gains or 
losses from the affected straddle positions will be determined under rules that 
vary according to the election(s) made.  The rules applicable under certain of 
the elections may accelerate the recognition of gains or losses from the 
affected straddle positions.

    	Because the straddle rules may affect the amount, character and 
timing of gains or losses from the positions that are part of a straddle, the 
amount of Portfolio income that is distributed to shareholders and that is taxed
to them as ordinary income or long-term capital gain may be increased or 
decreased as compared to a fund that did not engage in such hedging 
transactions.

    	The 30% limitation and the distribution requirements applicable to 
each Portfolio's assets may limit the extent to which each Portfolio will be 
able to engage in transactions in options, futures and forward contracts.

	Foreign Currency-Related Transactions.  Gains or losses attributable 
to fluctuations in exchange rates that occur between the time a Portfolio 
accrues interest or other receivables, or accrues expenses or other liabilities,
denominated in a foreign currency and the time the Portfolio actually collects 
such receivables, or pays such liabilities, generally are treated as ordinary 
income or ordinary loss.  Similarly, gains or losses on disposition of certain 
options, futures and forward contracts and, on disposition of debt securities 
denominated in a foreign currency, gains or losses attributable to fluctuations 
in the value of foreign currency between the date of acquisition of the security
or contract and the date of disposition also are treated as ordinary gain or 
loss.  These gains or losses, referred to under the Code as  "section 988" gains
or losses, may increase or decrease the amount of a Portfolio's investment 
company taxable income to be distributed to shareholders as ordinary income.  

    	Backup Withholding.  A Portfolio may be required to withhold U.S. 
federal income tax at the rate of 31% of all amounts deemed to be distributed as
a result of the automatic reinvestment by the Portfolio of its income and gains 
in additional shares of the Portfolio and all redemption payments made to 
shareholders who fail to provide the Portfolio with their correct taxpayer 
identification number or to make required certifications, or who have been 
notified by the Internal Revenue Service that they are subject to backup 
withholding.  Backup withholding is not an additional tax.  Any amounts withheld
will be credited against a shareholder's U.S. federal income tax liability.  
Corporate shareholders and certain other shareholders are exempt from such 
backup withholding.

    	Foreign Shareholders.  U.S. taxation of a shareholder who, as to the 
United States, is a non-resident alien individual, a foreign trust or estate, 
foreign corporation, or foreign partnership ("foreign shareholder") depends on 
whether the income from the Portfolio is "effectively connected" with a U.S. 
trade or business carried on by such shareholder.

    	If the income from a Portfolio is not "effectively connected" with a 
U.S. trade or business carried on by the foreign shareholder, deemed 
distributions by the Portfolio of investment company taxable income will be 
subject to a U.S. tax of 30% (or lower treaty rate), which tax is generally 
withheld from such distributions.  Deemed distributions of capital gain 
dividends and any gain realized upon redemption, sale or exchange of shares will
not be subject to U.S. tax at the rate of 30% (or lower treaty rate) unless the 
foreign shareholder is a nonresident alien individual who is physically present 
in the U.S. for more than 182 days during the taxable year and meets certain 
other requirements.  However, this 30% tax on capital gains of non-resident 
alien individuals who are physically present in the United States for more than 
the 182-day period only applies in exceptional cases because any individual 
present in the United States for more than 182 days during the taxable year is 
generally treated as a resident for U.S. federal income tax purposes.  In that 
case, he or she would be subject to U.S. federal income tax on his or her 
worldwide income at the graduated rates applicable to U.S. citizens, rather than
the 30% U.S. tax.  In the case of a foreign shareholder who is a non-resident 
alien individual, the Portfolio may be required to withhold U.S. federal income 
tax at a rate of 31% of deemed distributions of net capital gains unless the 
foreign shareholder certifies his or her non-U.S. status under penalties of 
perjury or otherwise establishes an exemption.  See "Backup Withholding" above.

    	If the income from a Portfolio is effectively connected with a U.S. 
trade or business carried on by a foreign shareholder, then deemed distributions
of investment company taxable income and capital gain dividends and any gain 
realized upon the redemption, sale or exchange of shares of the Portfolio will 
be subject to U.S. Federal income tax at the graduated rates applicable to U.S. 
citizens or domestic corporations.  Such shareholders may also be subject to the
branch profits tax at a 30% rate.

    	The tax consequences to a foreign shareholder entitled to claim the 
benefits of an applicable tax treaty may be different from those described 
herein.  Foreign shareholders are advised to consult their own advisers with 
respect to the particular tax consequences to them of an investment in a 
Portfolio.

    	Short Sales.  Each of Mortgage Total Return, Inflation-Indexed and 
Inflation-Indexed Hedged will not realize gain or loss on the short sale of a 
security until it closes the transaction by delivering the borrowed security 
to the lender.  Pursuant to Code section 1233, all or a portion of any gain 
arising from a short sale may be treated as short-term capital gain, 
regardless of the period for which the Portfolio held the security used to 
close the short sale.  In addition, the Portfolio's holding period for any 
security which is substantially identical to that which is sold short may be 
reduced or eliminated as a result of the short sale.  The 30% limitation and 
the distribution requirements applicable to the Portfolio's assets may limit 
the extent to which each Portfolio will be able to engage in short sales and 
transactions in options, futures and forward contracts.


U.S. Short-Term Portfolio

    	As a result of its expected high portfolio turnover rate, U.S. 
Short-Term may recognize more short-term capital gains which must be distributed
to shareholders than mutual funds with turnover rates that are lower than that 
of U.S. Short-Term.  In addition, U.S. Short-Term may realize a greater amount 
of gains subject to the 30% Limitation described above than it would realize if 
its portfolio turnover rate were lower.  
	
Global and International Portfolios

    	Income received by a Portfolio from sources within foreign countries 
may be subject to withholding and other taxes imposed by such countries.  Tax 
conventions between certain countries and the United States may reduce or 
eliminate such taxes.  The amount of foreign tax cannot be predicted in advance 
because the amount of a Portfolio's assets that may be invested in a particular 
country is subject to change.

    	If more than 50% of the value of the total assets of a Portfolio at 
the end of its taxable year consists of securities of foreign corporations, as 
the Global and International Portfolios more than likely may be, such Portfolio 
will be eligible and may elect to "pass through" to such Portfolio's 
shareholders the amount of foreign income and similar taxes paid by such 
Portfolio.  Pursuant to this election, a shareholder will be required to include
in gross income (in addition to taxable dividends actually received) a pro rata 
share of the foreign taxes paid by such Portfolio, and will be entitled either 
to deduct (as an itemized deduction) that amount in computing taxable income or 
to use that amount as a foreign tax credit against U.S. federal income tax 
liability.  The amount of foreign taxes for which a shareholder can claim a 
credit in any year will be subject to limitations set forth in the Code, 
including a separate limitation for "passive income," which includes, among 
other items, dividends, interest and certain foreign currency gains.  
Shareholders not subject to U.S. federal income tax on income from a Portfolio 
may not claim such a deduction or credit.  Each shareholder of the Global and 
International Portfolios will be notified within 60 days after the close of such
Portfolio's taxable year whether the foreign taxes paid by such Portfolio will 
"pass through" for the year.

Other Taxes

    	A Portfolio may be subject to state, local or foreign taxes in any 
jurisdiction in which the Portfolio may be deemed to be doing business.  In 
addition, shareholders of a Portfolio may be subject to state, local or foreign 
taxes on distributions from the Portfolio.  In many states, Portfolio 
distributions which are derived from interest on certain U.S. Government 
obligations may be exempt from taxation. Shareholders should consult their own 
tax advisers concerning these matters.

                           	SHAREHOLDER INFORMATION

    	Certificates representing shares of a particular Portfolio will not 
be issued to shareholders. Investors Bank & Trust Company, the Fund's Transfer 
Agent, will maintain an account for each shareholder upon which the registration
and transfer of shares are recorded, and any transfers shall be reflected by 
bookkeeping entry, without physical delivery.  Detailed confirmations of each 
purchase or redemption are sent to each shareholder.  Monthly statements of 
account are sent which include shares purchased as a result of a reinvestment of
Portfolio distributions.

    	The Transfer Agent will require that a shareholder provide requests 
in writing, accompanied by a valid signature guarantee form, when changing 
certain information in an account (i.e., wiring instructions, telephone 
privileges, etc.).  None of the Fund, AMT Capital or the Transfer Agent will be 
responsible for the validity of written or telephonic requests.  

    	The Fund reserves the right, if conditions exist which make cash 
payments undesirable, to honor any request for redemption of a Portfolio by 
making payment in whole or in part in readily marketable securities chosen by 
the Fund and valued as they are for purposes of computing the Portfolio's net 
asset value (redemption-in-kind).  If payment is made in securities, a 
shareholder may incur transaction expenses in converting theses securities to 
cash.  The Fund has elected, however, to be governed by Rule 18f-1 under the 
Investment Company Act of 1940 as a result of which the Fund is obligated to 
redeem shares, with respect to any one shareholder during any 90-day period, 
solely in cash up to the lesser of $250,000 or 1% of the net asset value of a 
Portfolio at the beginning of the period.

                      	CALCULATION OF PERFORMANCE DATA

    	The Fund may, from time to time, include the yield and total return 
of a Portfolio in reports to shareholders or prospective investors.  Quotations 
of yield for a Portfolio of the Fund will be based on all investment income per 
share during a particular 30-day (or one month) period (including dividends and 
interest), less expenses accrued during the period ("net investment income"), 
and are computed by dividing net investment income by the maximum, offering 
price per share on the last day of the period, according to the following 
formula which is prescribed by the Commission:

                                               6    
                       	YIELD = 2[( a - b  + 1)  - 1]
             			                   ------
                                     cd

Where		a =	dividends and interest earned during the period,
     		b =	expenses accrued for the period (net of reimbursements),
     		c =	the average daily number of Shares of a Portfolio 
           outstanding during he period that were entitled to 
           receive dividends, and
     		d =	the maximum offering price per share on the last day of the period.

    	The yield as defined above for the Fund's Portfolios for the 30-day 
period ended June 30, 1996 for U.S. Short-Term, Stable Return, Worldwide, 
Worldwide-Hedged and International-Hedged; and October 31, 1996 for 
International are as follows:


    
   
	U.S. Portfolios

	U.S. Short-Term	.......................................		5.33%
	Stable Return	.........................................		5.75%
		
	Global and International Portfolios

	Worldwide.............................................			5.66%
	Worldwide-Hedged.......................................		6.03%
	International	.........................................		5.10%
	International-Hedged	...................................	5.20%
    

    	The Money Market Portfolio may, from time to time, include the 
"yield" and "effective yield" in advertisements or reports to shareholders or 
prospective investors.

The yield is calculated by determining the net change over a 7-calendar day 
period, exclusive of capital changes, in the value of a hypothetical preexisting
account having a balance of one share at the beginning of the period, divided by
the value of the account at the beginning of the base period to obtain the base 
period return.  The yield is annualized by multiplying the base period return by
365/7.  The yield is stated to the nearest hundredth of one percent.  The 
effective yield is calculated by the same method as yield except that the base 
period return is compounded by adding 1, raising the sum to a power equal to 
365/7, and subtracting 1 from the result, according to the following formula:

                                                          365/7
               Effective Yield = [(Base Period Return + 1)     ] - 1

      Money Market Portfolio's yield and effective yield for the seven-day 
period ended December 31, 1996 are 5.04% and 5.17%, respectively.      

    	Quotations of average annual total return will be expressed in terms 
of the average annual compounded rate of return of a hypothetical investment in 
a Portfolio of the Fund over periods of 1, 5 and 10 years (up to the life of the
Portfolio), calculated pursuant to the following formula which is prescribed by 
the SEC:
                                        n   
                               	P(1 + T)  = ERV

Where		P =	a hypothetical initial payment of $1,000,
     		T =	the average annual total return,
     		n =	the number of years, and
	    ERV =	the ending redeemable value of a hypothetical $1,000 
           payment made at the beginning of the period.

	All total return figures assume that all dividends are reinvested when paid.

      	The total return as defined above for the Fund's Portfolios for the 
1 year and 5 year periods ended December 31, 1996, for Money Market, U.S. Short-
Term, Stable Return, Worldwide, Worldwide-Hedged, International and 
International-Hedged and since the commencement of operations of each 
Portfolio (annualized) to December 31, 1997 are as follows:   

                        	One Year	     Five Years 	    Life of      Inception
                                                       Portfolio
U.S. Portfolios				
Money Market              5.18          n/a             4.89%*       11/1/93
U.S. Short-Term	          5.45%	        4.25%*	         5.18%*	      12/6/89
Stable Return	            5.29%	         n/a	           5.36%*	      7/26/93
Mortgage Total Return	     n/a	          n/a	           6.54%	       4/29/96
				
Global and International Portfolios				
Worldwide	                5.77%	         n/a	           8.64%*	      4/15/92
Worldwide-Hedged	        10.03%	         n/a	          10.31%*	      5/19/92
International	             n/a	          n/a	           6.66%	        5/9/96
International-Hedged**	   3.18%          n/a	           5.42%	       9/14/95
    

*   Annualized				
**  The Portfolio redeemed all of its assets on December 30, 1994, and began 
selling shares again on September 14, 1995.  The total return (on an annualized 
basis) from its original inception of March 25, 1993 through December 30, 1994, 
was 5.39%.

	
                            FINANCIAL STATEMENTS

    	The audited financial statements for the year ended December 31,1996 are 
incorporated by reference in the Statement of Additional Information. The Money 
Market Portfolio, previously the AMT Capital Fund, Inc. - Money Market Portfolio
(the "AMT Capital Portfolio"), commenced operations on November 1, 1993. 
Effective as of the close of usiness on April 29, 1997, the AMT Capital 
Portfolio merged into the International Equity Portfolio pursuant to shareholder
approval of the reorganization on April 28, 1997.  The financial information for
the periods ended December 31, 1996, December 31, 1995, December 31, 1994 and 
December 31, 1993 in the following table have been audited in conjunction with 
the audit of the financial statements of the AMT Capital Portfolio by Ernst & 
Young LLP, independent auditors. The financial information should be read in 
conjunction with the financial statements which can be obtained upon request.
    

                                	APPENDIX
                                                      1
                	MERRILL LYNCH 1-2.99 YEAR TREASURY INDEX 
              	Quarterly Returns: June 1984 - December 1996

         Quarter-End           Return	         Quarter-End	         Return		
           	9/84	              4.86%	            9/90	              2.38%	
          	12/84	              5.92	            12/90	              3.32
           	3/85	              2.17	             3/91	              2.20
           	6/85	              5.41             	6/91              	1.97
           	9/85	              2.09	             9/91              	3.36
          	12/85              	3.65            	12/91              	3.68
           	3/86              	3.62             	3/92              	0.16
           	6/86              	1.99             	6/92              	2.88
           	9/86              	2.60             	9/92              	2.98
          	12/86	              1.77            	12/92              	0.18
           	3/87	              1.25             	3/93              	2.21
           	6/87              	0.65             	6/93              	1.08
           	9/87              	0.18             	9/93              	1.43
          	12/87	              3.48            	12/93              	0.59
           	3/88              	2.64             	3/94             	(0.50)
           	6/88	              1.04             	6/94              	0.08
           	9/88	              1.45	             9/94	              0.99
          	12/88              	0.96	            12/94              	0.01
           	3/89              	1.24	             3/95              	3.36
           	6/89	              4.98             	6/95              	3.21
           	9/89              	1.46             	9/95              	1.51
          	12/89	              2.82            	12/95              	2.51
           	3/90              	0.89	             3/96              	0.34
           	6/90              	2.80             	6/96              	1.01
                                              			9/96              	1.65
                                             			12/96              	1.91

	1 Time-weighted rates of return, unannualized.	
	

                          	QUALITY RATING DESCRIPTIONS

Standard & Poors Corporation

	AAA. Bonds rated AAA are highest grade debt obligations.  This rating 
      indicates an extremely strong capacity to pay principal and interest.

	AA.  Bonds rated AA also qualify as high-quality obligations.  Capacity to 
      pay principal and interest is very strong, and in the majority of 
      instances they differ from AAA issues only in small degree.

 	A.  Bonds rated A have a strong capacity to pay principal and interest, 
      although they are more susceptible to the adverse effects of changes in 
      circumstances and economic conditions.

	BBB. Bonds rated BBB are regarded as having adequate capacity to pay 
      interest or principal.  Although these bonds normally exhibit adequate 
      protection parameters, adverse economic conditions or changing 
      circumstances are more likely to lead to a weakened capacity to pay 
      interest and principal.


 BB and Lower. Bonds rated BB, B, CCC, CC, C and D are regarded, on 
      balance, as predominately speculative with respect to the issuer's 
      capacity to pay interest and principal in accordance with the terms of 
      the obligation.  BB indicates the lowest degree of speculation and D the 
      highest degree of speculation.  While such bonds may have some quality 
      and protective characteristics, these are outweighed by large
      uncertainties or major risk exposures to adverse conditions.    


    	The ratings AA to D may be modified by the addition of a plus or minus 
     sign to show relative standing within the major rating categories.
    	Municipal notes issued since July 29, 1984 are designated "SP-1", "SP-2", 
     and "SP-3".  The designation SP-1 indicates a very strong capacity to pay 
     principal and interest.  A "+" is added to those issues determined to 
     possess overwhelming safety characteristics.     

    	A-1. Standard & Poor's Commercial Paper ratings are current assessments of 
the likelihood of timely payments of debts having original maturity of no more 
than 365 days.  The A-1 designation indicates the degree of safety regarding 
timely payment is very strong.

 	A-2. Capacity for timely payment on issues with this designation is 
strong.  However, the relative degree of safety is not as high as for issues 
designated A-1.   

Moody's Investors Service, Inc.

   	Aaa. Bonds which are rated Aaa are judged to be of the best quality.  They 
carry the smallest degree of investment risk and are generally referred to as 
"gilt edge".  Interest payments are protected by a large or by an exceptionally 
stable margin and principal is secure.  While the various protective elements 
are likely to change, such changes as can be visualized are most unlikely to 
impair the fundamentally strong position of such issues.

   	Aa. Bonds which are rated Aa are judged to be of high quality by all 
standards.  Together with the Aaa group they comprise what are generally known 
as high grade bonds.  They are rated lower than the best bonds because margins 
of protection may not be as large as in Aaa securities or fluctuations of 
protective elements may be of greater amplitude or there may be other elements 
present which make the long-term risks appear somewhat larger than the Aaa 
securities.

   	A. Bonds which are rated A possess many favorable investment attributes 
and may be considered as upper medium grade obligations.  Factors giving 
security to principal and interest are considered adequate but elements may be 
present which suggest a susceptibility to impairment sometime in the future.

   	Baa.  Baa rated bonds are considered 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.  Such bonds lack outstanding investment characteristics and in 
fact have speculative characteristics as well.

	Ba.  Bonds which are rated Ba are judged to have speculative elements 
because their future cannot be considered as well assured.  Uncertainty of 
position characterizes bonds in this class, because the protection of interest 
and principal payments may be very moderate and not well safeguarded.   

	B and Lower. Bonds which are rated B generally lack characteristics of a 
desirable investment. Assurance of interest and principal payments or of 
maintenance of other terms of the security over any long period of time may be 
small.  Bonds which are rated Caa are of poor standing.  Such securities may be 
in default of there may be present elements of danger with respect to principal 
or interest. Bonds which are rated Ca represent obligations which are 
speculative in a high degree.  Such issues are often in default or have other 
marked shortcomings.  Bonds which are rated C are the lowest rated class of 
bonds and issues so rated can be regarded as having extremely poor prospects of 
ever attaining any real investment standing.    

	Moody's applies numerical modifiers, 1, 2, and 3 in each generic rating 
classification from  Aa through B in its corporate bond rating system.  The 
modifier 1 indicates that the security ranks in the higher end of its generic 
rating category; the modifier 2 indicates a mid-range ranking; and the modifier 
3 indicates that the issue ranks in the lower end of its generic rating 
category.

	Moody's ratings for state and municipal and other short-term obligations 
will be designated Moody's Investment Grade ("MIG").  This distinction is in 
recognition of the differences between short-term credit risk and long-term 
risk.  Factors affecting the liquidity of the borrower are uppermost in 
importance in short-term borrowing, while various factors of the first 
importance in long-term borrowing risk are of lesser importance in the short 
run.

   	MIG-1. Notes bearing this designation are of the best quality enjoying 
strong protection from established cash flows of funds for their servicing or 
from established and broad-based access to the market for refinancing, or 
both.

	MIG-2. Notes bearing this designation are of favorable quality, with all 
security elements accounted for, but lacking the undeniable strength of the 
previous grade.  Market access for refinancing, in particular, is likely to be 
less well established.   

   	P-1. Moody's Commercial Paper ratings are opinions of the ability of 
issuers to repay punctually promissory obligations not having an original 
maturity in excess of nine months.  The designation "Prime-1"  or "P-1" 
indicates the highest quality repayment capacity of the rated issue.

	P-2. Issuers have a strong capacity for repayment of short-term promissory 
obligations.    

Thomson Bankwatch, Inc.

   	A. Company possess an exceptionally strong balance sheet and earnings 
record, translating into an excellent reputation and unquestioned access to its 
natural money markets.  If weakness or vulnerability exists in any aspect of the
company's business, it isis entirely mitigated by the strengths of the 
organization.

   	A/B. Company is financially very solid with a favorable track record and 
no readily apparent weakness.  Its overall risk profile, while low, is not quite
as favorable as companies in the highest rating category.

IBCA Limited

   	A1. Short-term obligations rated A1 are supported by a very strong 
capacity for timely repayment.  A plus sign is added to those issues determined 
to possess  the highest capacity for timely payment.
 







Part C    OTHER INFORMATION


Item 24.  Financial Statements and Exhibits

             (a)  Financial Statements and Schedules:

             Part A -  Financial Highlights.

             Part B:   The financial statements, notes to
                       financial statements and reports set forth  below
                       are  filed  herewith by the Registrant,  and  are
                       specifically   incorporated by reference in  Part B.

                   -    Report of Independent Auditors dated March 3,1997.

                   -    Report of Independent Auditors dated February
                        28,  1997 for AMT Capital Fund, Inc. - Money Market
                        Portfolio.

                   -     Statements  of Assets and Liabilities  dated
                         December 31, 1996.

                   -     Statement  of Net Assets dated December  31, 1996 
                         for AMT Capital Fund, Inc. - Money Market Portfolio.

                   -     Statements of Operations for the year ended 
                         December 31, 1996.

                   -     Statement of Operations for  the year  ended  
                         December 31, 1996  for  AMT  Capital Fund, Inc. 
                         - Money Market Portfolio.

                   -     Statements of Changes  in  Net Assets for the 
                         years ended December 31, 1995  and December 31, 1996.

                   -     Statement  of Changes  in  Net
                         Assets for the years ended December 31, 1995  and
                         December  31, 1996 for AMT Capital Fund,  Inc.  -
                         Money Market Portfolio.

                   -    Notes to Financial Statements.

                   -    Notes to Financial Statements for
                        AMT  Capital  Fund,  Inc.  -  Money Market Portfolio.

                   -    Financial Highlights of U.S. Short-Term for
                        the period December 6, 1989 (commencement of 
                        operations) to September 30, 1990, for the
                        year ended September 30, 1991, for the three 
                        months ended December 31, 1991, for the year ended 
                        December 31, 1992, for the year ended December 31, 
                        1993, for the year ended December 31, 1994, for the
                        year ended December 31, 1995, and for the year ended 
                        December 31,1996; of Stable Return for the period 
                        July 26, 1993 (commencement of operations) to December 
                        31, 1993, for the year ended December 31,1994, for 
                        the year ended December 31, 1995, and for the year ended
                        December 31, 1996; of Mortgage Total Return for the 
                        period April 29, 1996 (commencement of operations) to 
                        December 31, 1996; of Worldwide for the period 
                        April 15, 1992 (commencement of operations) to 
                        December 31, 1992, for the year ended December 31,
                        1993, for the year ended December 31, 1994, for year 
                        ended December 31, 1995, and for the year ended  
                        December 31, 1996; of Worldwide-Hedged  for the period 
                        May 19, 1992 (commencement of operations) to December 
                        31, 1992, for the year ended December 31, 1993, for 
                        the year ended December 31, 1994, for the year ended
                        December 31, 1995, and for the year ended  December 
                        31, 1996; of International for the period May 9, 1996 
                        (commencement of operations) to December 31, 1996; and 
                        of International-Hedged for the period March 25, 1993 
                        (commencement of operations) to December 31, 1993, for 
                        the year ended December 31, 1994, for year
                        ended December 31, 1995, and for the year ended 
                        December 31, 1996.

                   -    Financial  Highlights  for  AMT Capital  Fund, Inc. - 
                        Money Market Portfolio  for the  period  November  1, 
                        1993  (commencement  of operations)  to December 31, 
                        1993, for  the  year ended  December 31, 1994, for the  
                        year  ended  December 31, 1995, and for the year ended 
                        December 31, 1996.
    

		(b)  Exhibits

  	 	The following exhibits are incorporated herein by reference, are 
     not required to be filed or are filed herewith (as indicated):

		   	(1)	        Articles of Incorporation, dated February 23, 1989, 
                  filed as Exhibit 1 to Registrant's Registration 
                  Statement on Form N-1A.

  			(1a)	        Articles of Amendment, dated July 1, 1991, filed as 
                  Exhibit 1(a) to Post-Effective Amendment No. 4 to 
                  Registrant's Registration Statement on Form N-1A.

  			(1b)	        Articles of Amendment, dated July 26, 1991, filed as 
                  Exhibit 1(a) to Post-Effective Amendment No. 5 to 
                  Registrant's Registration Statement on Form N-1A.

  			(1c)        	Articles Supplementary, dated February 16, 1993, filed 
                  as Exhibit 1(c) to Post-Effective Amendment No. 10 to 
                  Registrant's Registration Statement on Form N-1A.

     (1d)	        Articles of Amendment, dated August 17, 1995, filed 
                  as Exhibit 1(d) to Post-Effective Amendment No. 20 to
                  Registrant's Registration Statement on Form N-1A.

     (1e)        	Articles of Amendment, dated December 11, 1996, filed 
                  as Exhibit 1(e) to Post-Effective Amendment No. 20 to
                  Registrant's Registration Statement on Form N-1A.      

		   	(2)        	By-laws, filed as Exhibit 2 to Registrant's Registration 
                  Statement on Form N-1A.

  			(2a)        	Amended By-laws, filed as Exhibit 2 to Post-Effective 
                  Amendment No. 2 to Registrant's Registration Statement 
                  on Form N-1A.
		
		  	(2b)        	Amendment to By-laws, filed as Exhibit 2(a) to Post-
                  Effective Amendment No. 5 to Registrant's Registration 
                  Statement on Form N-1A.

   			(3)        	Not Applicable.

   			(4)	        Specimen of Stock Certificate, filed as Exhibit 4 to 
                  Registrant's Registration Statement on Form N-1A.

   			(5)        	Management Agreement between the Registrant and Fischer 
                  Francis Trees & Watts, Inc., dated November 30, 1989, 
                  filed as Exhibit 5 to Pre-Effective Amendment No. 3 to 
                  Registrant's Registration Statement on Form N-1A.

  			(5a)        	Amendment to Management Agreement between the Registrant 
                  and Fischer Francis Trees & Watts, Inc., dated September 
                  25, 1990, filed as Exhibit 5 to Post-Effective Amendment 
                  No. 2 to Registrant's Registration Statement on Form N-1A.

  			(5b)        	Amended and Restated Management Agreement between the 
                  Registrant and Fischer Francis Trees & Watts, Inc., 
                  dated August 31, 1991, filed as Exhibit 5 to Post-
                  Effective Amendment No. 5 to Registrant's Registration 
                  Statement on Form N-1A.

  			(5c)        	Sub-Advisory Agreement between Fischer Francis Trees & 
                  Watts, Inc. and Fischer Francis Trees and Watts, dated 
                  August 31, 1991, filed as Exhibit 5(a) to Post-Effective 
                  Amendment No. 5 to Registrant's Registration Statement 
                  on Form N-1A.

  			(5d)        	Advisory Agreement between the Registrant (for the 
                  Stable Return Portfolio) and Fischer Francis Trees & 
                  Watts, Inc., dated February 18, 1993, filed as Exhibit 
                  5(d) to Post-Effective Amendment No. 10 to Registrant's 
                  Registration Statement on Form N-1A.

  			(5e)        	Advisory Agreement between the Registrant (for the U.S. 
                  Treasury Portfolio) and Fischer Francis Trees & Watts, 
                  Inc., dated February 18, 1993, filed as Exhibit 5(e) to 
                  Post-Effective Amendment No. 10 to Registrant's 
                  Registration Statement on Form N-1A.

  			(5g)        	Advisory Agreement between the Registrant (for the Broad 
                  Market Fixed Income Portfolio) and Fischer Francis Trees 
                  & Watts, Inc., dated February 18, 1993, filed as Exhibit 
                  5(g) to Post-Effective Amendment No. 10 to Registrant's 
                  Registration Statement on Form N-1A.

  			(5i)        	Advisory Agreement between the Registrant (for the 
                  International Fixed Income Portfolio) and Fischer 
                  Francis Trees & Watts, Inc., dated February 18, 1993 
                  filed, as Exhibit 5(i) to Post-Effective Amendment No. 
                  10 to Registrant's Registration Statement on Form N-1A.

  			(5j)        	Advisory Agreement between the Registrant (for the 
                  International Fixed Income-Hedged Portfolio) and Fischer 
                  Francis Trees & Watts, Inc., dated February 18, 1993, 
                  filed as Exhibit 5(j) to Post-Effective Amendment No. 10 
                  to Registrant's Registration Statement on Form N-1A.

  			(5l)        	Sub-Advisory Agreement (for the International Fixed 
                  Income Portfolio) between Fischer Francis Trees & Watts, 
                  Inc. and Fischer Francis Trees & Watts, dated February 
                  18, 1993, filed as Exhibit 5(l) to Post-Effective 
                  Amendment No. 10 to Registrant's Registration Statement 
                  on Form N-1A.

  			(5m)        	Sub-Advisory Agreement (for the International Fixed 
                  Income-Hedged Portfolio) between Fischer Francis Trees & 
                  Watts, Inc. and Fischer Francis Trees & Watts, dated 
                  February 18, 1993, filed as Exhibit 5(m) to Post-
                  Effective Amendment No. 10 to Registrant's Registration 
                  Statement on Form N-1A.

 	 		(5n)        	Advisory Agreement between the Registrant (for the 
                  Mortgage Total Return Portfolio) and Fischer Francis 
                  Trees & Watts, Inc., dated January 2, 1996, filed as 
                  Exhibit 5(n) to Post-Effective Amendment No. 19 to 
                  Registrant's Registration Statement on Form N-1A.

     (5o)	        Advisory Agreement between the Registrant (for the 
                  Emerging Markets Portfolio) and Fischer Francis Trees & 
                  Watts, Inc., dated October 30, 1996, filed as Exhibit 5(o) 
                  to Post-Effective Amendment No. 20 to Registrant's 
                  Registration Statement on Form N-1A.

     (5p)        	Advisory Agreement between the Registrant (for the 
                  Inflation-Indexed Portfolio) and Fischer Francis Trees & 
                  Watts, Inc., dated October 30, 1996, filed as Exhibit 5(p) 
                  to Post-Effective Amendment No. 20 to Registrant's 
                  Registration Statement on Form N-1A.


     (5q)        	Advisory Agreement between the Registrant (for the 
                  Inflation-Indexed Hedged Portfolio) and Fischer Francis 
                  Trees & Watts, Inc., dated October 30, 1996, filed as Exhibit 
                  5(q) to Post-Effective Amendment No. 20 to Registrant's 
                  Registration Statement on Form N-1A.


     (5r)        	Advisory Agreement between the Registrant (for the Money 
                  Market Portfolio) and Fischer Francis Trees & Watts, 
                  Inc., dated October 30, 1996, filed as Exhibit 5(r) to 
                  Post-Effective Amendment No. 20 to Registrant's Registration 
                  Statement on Form N-1A.

     (5s)	        Sub-Advisory Agreement (for the Emerging Markets 
                  Portfolio) between Fischer Francis Trees & Watts, Inc. 
                  and Fischer Francis Trees & Watts, dated October 30, 
                  1996 filed as Exhibit 5(s) to Post-Effective Amendment 
                  No. 20 to Registrant's Registration Statement on Form N-1A.

     (5t)	        Sub-Advisory Agreement (for the Inflation-Indexed 
                  Portfolio) between Fischer Francis Trees & Watts, Inc. 
                  and Fischer Francis Trees & Watts, dated October 30, 
                  1996 filed as Exhibit 5(t) to Post-Effective Amendment 
                  No. 20 to Registrant's Registration Statement on Form N-1A.

     (5u)	        Sub-Advisory Agreement (for the Inflation Indexed-Hedged 
                  Portfolio) between Fischer Francis Trees & Watts, Inc. 
                  and Fischer Francis Trees & Watts, dated October 30, 
                  1996 filed as Exhibit 5(u) to Post-Effective Amendment 
                  No. 20 to Registrant's Registration Statement on Form N-1A.

     (5v)	        Amendment to Management Agreement (for the Broad Market 
                  Portfolio) between the Registrant and Fischer Francis 
                  Trees & Watts, Inc., dated October 30, 1996, filed Exhibit 
                  5(v) to Post-Effective Amendment No. 20 to Registrant's 
                  Registration Statement on Form N-1A.


     (5w)	        Amendment to Management Agreement (for the U.S. Treasury 
                  Portfolio) between the Registrant and Fischer Francis 
                  Trees & Watts, Inc., dated October 30, 1996, filed Exhibit 
                  5(w) to Post-Effective Amendment No. 20 to Registrant's 
                  Registration Statement on Form N-1A.
    

   			(6)	        Distribution Agreement between the Registrant and AMT 
                  Capital Services, Inc., dated September 21, 1992, filed 
                  as Exhibit 6 to Post-Effective Amendment No. 8 to 
                  Registrant's Registration Statement on Form N-1A.

  			(6a)        	Distribution Agreement between the Registrant and AMT 
                  Capital Services, Inc., dated February 1, 1995 filed as 
                  Exhibit 6a to Post-Effective Amendment No. 16 to 
                  Registrant's Registration Statement on Form N-1A.
 
   			(7)        	Not Applicable.

   			(8)	        Custodian Agreement between Registrant and State Street 
                  Bank & Trust Company, dated November 21, 1989, filed as 
                  Exhibit 8 to Pre-Effective Amendment No. 1 to 
                  Registrant's Registration Statement on Form N-1A.

  			(8a)        	Custodian Agreement between Registrant and State Street 
                  Bank & Trust Company, dated October 22, 1991, filed as 
                  Exhibit 8 to Post-Effective Amendment No. 5 to 
                  Registrant's Registration Statement on Form N-1A.

  			(8b)        	Transfer Agency and Service Agreement between Registrant 
                  and State Street Bank & Trust Company, dated October 22, 
                  1991, filed as Exhibit 8(a) to Post-Effective Amendment 
                  No. 5 to Registrant's Registration Statement on Form N-1A.

  			(8c)	        Transfer Agency and Service Agreement between Registrant 
                  and Investors Bank & Trust Company, dated November 27, 
                  1992, filed as Exhibit 8(c) to Post-Effective Amendment 
                  No. 9 to Registrant's Registration Statement on Form N-1A.

  			(8d)        	Custodian Agreement between Registrant and Investors 
                  Bank & Trust Company, dated January 10, 1994, filed as 
                  Exhibit 8(d) to Post-Effective Amendment No. 13 to 
                  Registrant's Registration Statement on Form N-1A.
	
	   		(9)	        Administration Agreement between the Registrant and AMT 
                  Capital Services, Inc., dated September 21, 1992, filed 
                  as Exhibit 9 to Post-Effective Amendment No. 8 to 
                  Registrant's Registration Statement on Form N-1A.

  			(9a)        	Sales Incentive Fee Agreement between Fischer Francis 
                  Trees & Watts, Inc. and AMT Capital Services, Inc., 
                  dated September 21, 1992, filed as Exhibit 9(a) to Post-
                  Effective Amendment No. 8 to Registrant's Registration 
                  Statement on Form N-1A.

  			(9b)	        Administration Agreement between the Registrant and AMT 
                  Capital Services, Inc., dated February 1, 1995, filed as 
                  Exhibit 9b to Post-Effective Amendment No. 16 to 
                  Registrant's Registration Statement on Form N-1A.

     (10)	        Opinion and Consent of Counsel, dated June 28, 1989, 
                  filed as Exhibit 10 to Pre-Effective Amendment No. 1 to 
                  Registrant's Registration Statement on Form N-1A.

 			(10a)        	Opinion and Consent of Counsel, dated December 28, 1995, 
                  filed as Exhibit 10a to Post-Effective Amendment No. 17 
                  to Registrant's Registration Statement on Form N-1A.

   	(11)        	Consent of Independent Auditors, filed herewith.    
   
 			(12)        	Not Applicable.
 
   	(13a)        	Purchase Agreement for Initial Capital between 
                  Registrant and Fischer Francis Trees & Watts, Inc., 
                  dated November 17, 1989, filed as Exhibit 13 to Pre-
                  Effective Amendment No. 3 to Registrant's Registration 
                  Statement on Form N-1A.   
 
	  		(14)        	Not Applicable.

  			(15)        	Not Applicable.

    	(16)        	Performance Information Schedule, filed herewith.    

Item 25.	Persons Controlled by or Under Common Control with  Registrant

       		None.


Item 26.	Number of Holders of Securities

       		As of March 31, 1997, there were 11 record holders of Capital Stock
         of Money Market. there were 32 record holders of Capital 
         Stock of U.S. Short-Term, 6 record holders of Stable Return, 10 
         record holders of Mortgage Total Return, 21 record holders of 
         Worldwide, 5 record holders of Worldwide-Hedged, 9 record holders of 
         International and 9 record holders of International-Hedged.      


Item 27.	Indemnification

       		The Registrant shall indemnify directors, officers, employees and 
         agents of the Registrant against judgments, fines, settlements and 
         expenses to the fullest extent allowed, and in the manner provided, 
         by applicable federal and Maryland law, including Section 17(h) and 
         (i) of the Investment Company Act of 1940.  In this regard, the 
         Registrant undertakes to abide by the provisions of Investment 
         Company Act Releases No. 11330 and 7221 until amended or superseded 
         by subsequent interpretation of legislative or judicial action.

       		Insofar as indemnification for liabilities arising under the 
         Securities Act of 1933 (the "Act") may be permitted to directors, 
         officers and controlling persons of the Registrant pursuant to the 
         foregoing provisions, or otherwise, the Registrant has been advised 
         that in the opinion of the Securities and Exchange Commission such 
         indemnification is 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 
         the Registrant of expenses incurred or paid by a director, officer 
         or controlling person of the 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, the 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

       		The business and other connections of Fischer Francis Trees & Watts, 
         Inc. (the Investment Adviser) and Fischer Francis Trees & Watts (the 
         Sub-Adviser) are on the Uniform Application for Investment Adviser 
         Registration ("Form ADV") of each as currently on file with the 
         Commission (File Nos. 801-10577 and 801-37205, respectively) the 
         text of which are hereby incorporated by reference.

Item 29.	Principal Underwriters

       		(a)	AMT Capital Services, Inc. does not act as principal 
             underwriter, depositor or investment adviser for any 
             investment company (other than the Fund).

       		(b)	For each director or officer of AMT Capital Services, Inc.:
		                                                          
   
Name and	                  		Positions and	              Positions and
principal business		         offices with	               offices with	
address	                   		underwriter                	registrant	
	
Alan M. Trager		             Director                   	None
600 Fifth Avenue		           and Treasurer
26th floor
New York, NY  10020

Carla E. Dearing		           Director and President	     Assistant
600 Fifth Avenue	                                      		Treasurer
26th floor
New York, NY  10020

William E. Vastardis		       Senior Vice	                
600 Fifth Avenue		           President	                  Secretary
26th floor
New York, NY  10020

Ruth L. Lansner	            	Secretary                   	None
Gilbert, Segall & Young
430 Park Avenue
11th floor
New York, NY  10022
                 
		(c)	No commissions or other compensation was paid to the principal 
      underwriter during the registrant's last fiscal year.


Item 30.	Location of Accounts and Records

       		All accounts, book and other documents required to be maintained by 
         Section 31(a) of an Investment Company Act of 1940 and the Rules (17 
         CFR 270.32a-l to 3la-3) promulgated thereunder will be maintained by 
         the following:

             			Accounting and Custodial Records - Investors Bank & Trust 
                Company, P.O. Box 1537, Boston, Massachusetts  02205-1537.

             			Dividend Disbursing Agent and Transfer Agent -  Investors Bank 
                & Trust Company, P.O. Box 1537, Boston, Massachusetts  02205-
                1537.

             			Balance of Accounts and Records:  AMT Capital Services, Inc., 
                600 Fifth Avenue, 26th Floor, New York, New York  10020 and 
                Fischer Francis Trees & Watts, Inc., 200 Park Avenue, 46th 
                Floor, New York, New York  10166.


Item 31.	Management Services

       		None.


Item 32.	Undertakings


    
       		The Registrant undertakes to file a post-effective amendment with 
         financial statements for the Emerging Markets Portfolio, Inflation-
         Indexed Portfolio, and Inflation-Indexed Hedged Portfolio  within 
         four to six months of their respective commencement dates of 
        operation.         


                                    	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 Post-Effective Amendment No. 21
to its Registration Statement pursuant to Rule 485(b) under the Securities 
Act of 1933. Pursuant to the requirements of the Securities Act of 1933
and the Investment Company act of 1940, the Registrant has duly caused this 
Post-Effective Amendment to the Registration Statement to be signed on its 
behalf by the undersigned, thereunto duly authorized, in the City of New York, 
State of New York on the 30th day of April, 1997.       

                                    						FFTW FUNDS, INC.


                					                    	By   /s/ Onder John Olcay     
                                     					       	 Onder John Olcay
                                            						 Chief Executive Officer

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

   

Signature		                 		Title		                     Date

/s/ Stephen E. Constantine		  President and Director	     April 30, 1997
Stephen J. Constantine

/s/ Onder John Olcay	        	Chairman of the Board,	     April 30, 1997
Onder John Olcay			           Chief Executive Officer

/s/ John C Head III	        		Director	                   April 30, 1997
John C Head III

/s/ Lawrence B. Krause		      Director	                   April 30, 1997
Lawrence B. Krause

/s/ Paul Meek		              	Director	                   April 30, 1997
Paul Meek

/s/ Stephen P. Casper	       	Treasurer	                  April 30, 1997
Stephen P. Casper

    



                             EXHIBIT INDEX


Exhibit No.

(11)                            Consent of Independent Auditors

(16)                            Performance Information Schedule




Performance Information Schedule

30 Day Yield Calculation

YIELD =      2[( a - b  + 1)6 - 1]
             ----------------
                 cd

WHERE:       a = dividends and interest earned during the period.
             b = expenses accrued for the period.
             c = average daily number of shares outstanding during the period.
             d = maximum offering price per share on the last day of the period.

U.S. Short-Term:
a=            2053630
b=              90075
c=           45371597
d=               9.85

Yield=           5.33%

Stable Return:
a=            209602
b=             10746
c=           4205210
d=              9.98

Yield=          5.75%

Worldwide:
a=            392978
b=             36729
c=           7776380
d=              9.82

Yield=          5.66%

Worldwide-Hedged:
a=            159360
b=             10666
c=           2648262
d=             11.31

Yield=           6.03%

International
a=            147438
b=             15151
c=           3078202
d=             10.21

Yield=            5.10

International-Hedged:
a=            593844
b=             60299
c=          12614466
d=              9.87

Yield=        5.20
Performance Information Schedule

Calculation of Current Yield and Effective Yield for the Money Market Portfolio 
for the Seven Days Ended December 31, 1996

Base Period Return December 31, 1996:                  0.00

Current Yield

(Base Period Return/7)x365x100                   =                 5.04%

Effective Yield

[(Base Period Return + 1)365/7]-1                =                 5.17%

Performance Information Schedule

Total Return
<TABLE>
<S>               <C>         <C>       <C>          <C>       <C>         <C>           <C>
Date of             Net        Cap.      Shares                             Returns  
Distribution        Income     Gains.    Reinvested   NAV       Inception   5 Years       1 Year      

Money Market:
      11/1/93                                          1.00     1000.00
     11/30/93      0.00211      0.00       2.1061      1.00     1002.11
     12/31/93      0.00227      0.00       2.2739      1.00     1004.38
      1/31/94      0.00222      0.00       2.2336      1.00     1006.61
      2/28/94      0.00221      0.00       2.2210      1.00     1008.84
      3/31/94      0.00268      0.00       2.7007      1.00     1011.54
      4/30/94      0.00281      0.00       2.8451      1.00     1014.38
      5/31/94      0.00311      0.00       3.1589      1.00     1017.54
      6/30/94      0.00341      0.00       3.4673      1.00     1021.01
      7/31/94      0.00336      0.00       3.4346      1.00     1024.44
      8/31/94      0.00361      0.00       3.6993      1.00     1028.14
      9/30/94      0.00376      0.00       3.8619      1.00     1032.00
     10/31/94      0.00409      0.00       4.2215      1.00     1036.23
     11/30/94      0.00420      0.00       4.3507      1.00     1040.58
     12/31/94      0.00506      0.00       5.2665      1.00     1045.84
      1/31/95      0.00471      0.00       4.9242      1.00     1050.77
      2/28/95      0.00447      0.00       4.6925      1.00     1055.46
      3/31/95      0.00489      0.00       5.1661      1.00     1060.63
      4/30/95      0.00475      0.00       5.0354      1.00     1065.66
      5/31/95      0.00488      0.00       5.2027      1.00     1070.86
      6/30/95      0.00468      0.00       5.0081      1.00     1075.87
      7/31/95      0.00476      0.00       5.1257      1.00     1081.00
      8/31/95      0.00469      0.00       5.0679      1.00     1086.07
      9/30/95      0.00452      0.00       4.9107      1.00     1090.98
     10/31/95      0.00465      0.00       5.0683      1.00     1096.05
     11/30/95      0.00437      0.00       4.7863      1.00     1100.83
     12/31/95      0.00454      0.00       4.9936      1.00     1105.83                 1000.00
      1/31/96      0.00442      0.00       4.8838      1.00     1110.71                 1004.42
      2/29/96      0.00399      0.00       4.4300      1.00     1115.14                 1008.43
      3/31/96      0.00423      0.00       4.7149      1.00     1119.85                 1012.69
      4/30/96      0.00405      0.00       4.5362      1.00     1124.39                 1016.79
      5/31/96      0.00419      0.00       4.7129      1.00     1129.10                 1021.06
      6/30/96      0.00402      0.00       4.5432      1.00     1133.65                 1025.16
      7/31/96      0.00419      0.00       4.7450      1.00     1138.39                 1029.46
      8/31/96      0.00431      0.00       4.9082      1.00     1143.30                 1033.89
      9/30/96      0.00429      0.00       4.9066      1.00     1148.21                 1038.33
     10/31/96      0.00433      0.00       4.9755      1.00     1153.18                 1042.82
     11/30/96      0.00430      0.00       4.9578      1.00     1158.14                 1047.31
     12/31/96      0.00432      0.00       5.0053      1.00     1163.15                 1051.83
Performance Information Schedule

Total Return

Date of             Net          Cap.      Shares                 Returns
Distribution        Income       Gains.    Reinvested   NAV       Inception   5 Years     1 Year

U.S. Short-Term:

      12/6/89                                         10.00     1000.00
     12/31/89      0.03969      0.01       0.4890     10.00     1004.89
      1/31/90      0.06594      0.00       0.6450     10.01     1012.35
      2/28/90      0.05951      0.01       0.6680     10.00     1018.02
      3/31/90      0.06579      0.00       0.6840     10.00     1024.86
      4/30/90      0.06475      0.00       0.6440     10.00     1031.30
      5/31/90      0.06697      0.01       0.7670     10.00     1038.97
      6/30/90      0.06299      0.01       0.7240      9.99     1045.16
      7/31/90      0.06494      0.00       0.7070      9.99     1052.23
      8/31/90      0.06404      0.01       0.7280      9.99     1059.50
      9/30/90      0.06638      0.00       0.7250     10.00     1067.81
     10/31/90      0.06585      0.00       0.7210     10.00     1075.02
     11/30/90      0.06068      0.01       0.7860      9.99     1081.80
     12/31/90      0.06027      0.01       0.7480     10.00     1090.36
      1/31/91      0.05959      0.00       0.6810     10.00     1097.17
      2/28/91      0.04927      0.01       0.6720     10.00     1103.89
      3/31/91      0.04653      0.00       0.4930     10.00     1108.82
      4/30/91      0.05344      0.01       0.6690     10.00     1115.51
      5/31/91      0.04858      0.00       0.5040     10.00     1120.55
      6/30/91      0.04423      0.00       0.4470     10.00     1125.02
      7/31/91      0.05138      0.00       0.6290     10.00     1131.31
      8/31/91      0.04537      0.01       0.6380     10.00     1137.69
      9/30/91      0.04483      0.01       0.6060     10.00     1143.75
     10/31/91      0.04269      0.01       0.5570     10.00     1149.32
     11/30/91      0.03754      0.01       0.5310     10.00     1154.63
     12/31/91      0.03869      0.01       0.5450     10.00     1160.08     1000.00
      1/31/92      0.03483      0.00       0.3870     10.00     1163.95     1003.34
      2/29/92      0.02969     -0.01       0.2560     10.00     1166.51     1005.54
      3/31/92      0.03323     -0.01       0.3160     10.00     1169.67     1008.27
      4/30/92      0.03216      0.00       0.3150     10.00     1172.82     1011.07
      5/31/92      0.02898      0.00       0.3310     10.00     1176.13     1013.93
      6/30/92      0.03173      0.01       0.4460     10.00     1180.59     1017.77
      7/31/92      0.02800      0.01       0.4540     10.00     1185.13     1021.69
      8/31/92      0.02573      0.00       0.2920     10.00     1188.05     1024.20
      9/30/92      0.02483      0.01       0.4050     10.00     1192.10     1027.67
     10/31/92      0.02440     -0.01       0.2100     10.00     1194.20     1029.48
     11/30/92      0.02454      0.00       0.2400     10.00     1196.60     1031.55
     12/31/92      0.02589      0.00       0.3540     10.00     1200.14     1034.60
      1/31/93      0.02819      0.00       0.3230     10.00     1203.37     1037.38
      2/28/93      0.02825      0.00       0.3170     10.00     1206.54     1040.11
      3/31/93      0.03136     -0.01       0.2990     10.00     1209.53     1042.69
      4/30/93      0.02801     -0.01       0.2570     10.00     1212.10     1044.91
      5/31/93      0.03011     -0.01       0.2470     10.00     1214.57     1047.04
      6/30/93      0.02520      0.00       0.2800     10.00     1217.37     1049.45
      7/31/93      0.02872      0.00       0.3150     10.00     1220.52     1052.17
      8/31/93      0.02697      0.00       0.3780     10.00     1224.30     1055.43
      9/30/93      0.02476      0.01       0.3670     10.00     1227.97     1058.59
     10/31/93      0.02463     -0.01       0.1760     10.00     1229.73     1060.11
     11/30/93      0.03018     -0.02       0.0780     10.00     1230.51     1060.78
     12/31/93      0.05461      0.01       0.7960      9.97     1234.75     1064.45
      1/31/94      0.02869      0.00       0.3560      9.98     1239.55     1068.58
      2/28/94      0.02493      0.00       0.3110      9.96     1240.16     1069.10
      3/31/94      0.02784      0.00       0.3480      9.96     1243.63     1072.09
      4/30/94      0.03006      0.00       0.3770      9.95     1246.13     1074.25
      5/31/94      0.03494      0.00       0.4400      9.95     1250.51     1078.02
      6/30/94      0.03299      0.00       0.4180      9.93     1252.14     1079.43
      7/31/94      0.04086      0.00       0.5190      9.93     1257.30     1083.87
      8/31/94      0.04517      0.00       0.5760      9.93     1263.02     1088.80
      9/30/94      0.04119      0.00       0.5290      9.91     1265.72     1091.13
     10/31/94      0.04901      0.00       0.6320      9.91     1271.98     1096.52
     11/30/94      0.04805      0.00       0.6240      9.89     1275.58     1099.63
     12/31/94      0.04837      0.00       0.6310      9.89     1281.82     1105.00
      1/31/95      0.04948      0.00       0.6480      9.89     1288.23     1110.53
      2/28/95      0.04593      0.00       0.6040      9.90     1295.51     1116.81
      3/31/95      0.04912      0.00       0.6490      9.90     1301.94     1122.35
      4/30/95      0.04824      0.00       0.6410      9.89     1306.96     1126.69
      5/31/95      0.04845      0.00       0.6470      9.89     1313.36     1132.21
      6/30/95      0.04735      0.00       0.6360      9.89     1319.65     1137.63
      7/31/95      0.04752      0.00       0.6418      9.88     1324.66     1141.95
      8/31/95      0.04692      0.00       0.6367      9.88     1330.95     1147.37
      9/30/95      0.04633      0.00       0.6317      9.88     1337.19     1152.75
     10/31/95      0.04614      0.00       0.6321      9.88     1343.44     1158.13
     11/30/95      0.04522      0.00       0.6224      9.88     1349.59     1163.43
     12/31/95      0.03933      0.00       0.5437      9.88     1354.96     1168.07     1000.00
      1/31/96      0.04594      0.00       0.6371      9.89     1362.63     1174.68     1005.66
      2/29/96      0.04527      0.00       0.6320      9.87     1366.11     1177.68     1008.23
      3/31/96      0.04869      0.00       0.6835      9.86     1371.47     1182.30     1012.18
      4/30/96      0.04581      0.00       0.6463      9.86     1377.84     1187.79     1016.89
      5/31/96      0.04703      0.00       0.6673      9.85     1383.01     1192.25     1020.71
      6/30/96      0.04375      0.00       0.6243      9.84     1387.75     1196.34     1024.20
      7/31/96      0.04691      0.00       0.6723      9.84     1394.37     1202.04     1029.08
      8/31/96      0.04694      0.00       0.6759      9.84     1401.02     1207.77     1033.99
      9/30/96      0.04631      0.00       0.6700      9.84     1407.61     1213.46     1038.86
     10/31/96      0.04739      0.00       0.6889      9.84     1414.39     1219.30     1043.86
     11/30/96      0.04590      0.00       0.6698      9.85     1422.43     1226.23     1049.79
     12/31/96      0.04579      0.00       0.6712      9.85     1429.04     1231.93     1054.67

Performance Information Schedule

Total Return

Date of      Net          Cap.      Shares                 Returns
Distribution Income       Gains.    Reinvested   NAV       Inception   5 Years     1 Year

Stable Return:

      7/26/93                                         10.00     1000.00
      7/31/93      0.00436      0.00       0.0440     10.00     1000.44
      8/31/93      0.02811      0.00       0.2800     10.05     1008.26
      9/30/93      0.02783      0.00       0.2760     10.10     1016.06
     10/31/93      0.02823      0.00       0.2820     10.07     1015.88
     11/30/93      0.02401      0.00       0.2420     10.02     1013.26
     12/31/93      0.02593      0.10       1.2380      9.95     1018.50
      1/31/94      0.03149      0.00       0.3230      9.97     1023.77
      2/28/94      0.02869      0.00       0.2980      9.88     1017.47
      3/31/94      0.03312      0.00       0.3480      9.81     1013.68
      4/30/94      0.03211      0.00       0.3410      9.73     1008.73
      5/31/94      0.03248      0.00       0.3470      9.71     1010.02
      6/30/94      0.03024      0.00       0.3240      9.70     1012.13
      7/31/94      0.03040      0.00       0.3250      9.76     1021.56
      8/31/94      0.04100      0.00       0.4410      9.74     1023.76
      9/30/94      0.04062      0.00       0.4410      9.69     1022.78
     10/31/94      0.04358      0.00       0.4760      9.67     1025.27
     11/30/94      0.04229      0.00       0.4690      9.57     1019.16
     12/31/94      0.04188      0.00       0.4670      9.55     1021.49
      1/31/95      0.05899      0.00       0.6560      9.62     1035.29
      2/28/95      0.05089      0.00       0.5630      9.72     1051.52
      3/31/95      0.05599      0.00       0.6230      9.72     1057.57
      4/30/95      0.04959      0.00       0.5540      9.74     1065.15
      5/31/95      0.05036      0.00       0.5590      9.86     1083.78
      6/30/95      0.04651      0.00       0.5160      9.90     1093.29
      7/31/95      0.05155      0.00       0.5762      9.88     1096.77
      8/31/95      0.04949      0.00       0.5561      9.88     1102.27
      9/30/95      0.04703      0.00       0.5311      9.88     1107.51
     10/31/95      0.04829      0.00       0.5457      9.92     1117.41
     11/30/95      0.04364      0.00       0.4935      9.96     1126.83
     12/31/95      0.04545      0.00       0.5142     10.00     1136.50                 1000.00
      1/31/96      0.04269      0.00       0.4833     10.04     1145.90                 1008.27
      2/29/96      0.03900      0.00       0.4455      9.99     1144.64                 1007.16
      3/31/96      0.04150      0.00       0.4788      9.93     1142.52                 1005.30
      4/30/96      0.04357      0.00       0.5059      9.91     1145.23                 1007.69
      5/31/96      0.04643      0.00       0.5430      9.88     1147.13                 1009.36
      6/30/96      0.04499      0.00       0.5277      9.90     1154.68                 1016.00
      7/31/96      0.04703      0.00       0.5546      9.89     1159.00                 1019.80
      8/31/96      0.04941      0.00       0.5866      9.87     1162.44                 1022.83
      9/30/96      0.04633      0.00       0.5511      9.90     1171.43                 1030.74
     10/31/96      0.05078      0.00       0.6026      9.97     1185.72                 1043.31
     11/30/96      0.04999      0.00       0.5939     10.01     1196.42                 1052.73
     12/31/96      0.04877      0.03       0.9827      9.93     1196.62                 1052.90

Performance Information Schedule

Total Return

   Date of        Net           Cap.        Shares              Returns
Distribution     Income         Gains.      Reinvested   NAV    Inception    5 Years      1 Year

Mortgage Total Return:

      4/29/96                                         10.00     1000.00
      4/30/96      0.00170      0.00       0.0171      9.98      998.17
      5/31/96      0.07400      0.00       0.7476      9.90      997.57
      6/30/96      0.03594      0.00       0.3622     10.00     1011.27
      7/31/96      0.06579      0.00       0.6666      9.97     1014.88
      8/31/96      0.06182      0.00       0.6337      9.93     1017.10
      9/30/96      0.02642      0.00       0.2682     10.09     1036.20
     10/31/96      0.42040      0.00       0.4369     10.22     1054.01
     11/30/96      0.08732      0.00       0.8742     10.30     1071.27
     12/31/96      0.07986      0.01       0.8695     10.16     1065.54
Performance Information Schedule

Total Return

Date of            Net          Cap.       Shares                 Returns
Distribution       Income       Gains.     Reinvested   NAV       Inception   5 Years     1 Year

Worldwide:

      4/15/92                                         10.00     1000.00
      4/30/92      0.01649      0.01       0.2470      9.89      991.44
      5/31/92      0.05095      0.00       0.5430     10.01     1008.91
      6/30/92      0.05265      0.04       0.9300     10.03     1020.25
      7/31/92      0.05272      0.04       0.9620     10.11     1038.12
      8/31/92      0.04900      0.18       2.3190      9.95     1044.76
      9/30/92      0.03726      0.01       0.4400     10.11     1066.01
     10/31/92      0.04467      0.24       3.0550      9.91     1075.20
     11/30/92      0.04119      0.04       0.8580      9.87     1079.32
     12/31/92      0.04169      0.00       0.4570      9.98     1095.91
      1/31/93      0.03875      0.20       2.5940      9.95     1118.43
      2/28/93      0.04722      0.01       0.6850     10.17     1150.13
      3/31/93      0.03748      0.16       2.2750     10.01     1154.80
      4/30/93      0.03960      0.18       2.6100      9.92     1170.31
      5/31/93      0.04207      0.00       0.4980      9.97     1181.18
      6/30/93      0.02911      0.04       0.8340     10.09     1203.81
      7/31/93      0.03977      0.21       3.0220     10.04     1228.18
      8/31/93      0.04433      0.00       0.5330     10.17     1249.51
      9/30/93      0.03798      0.00       0.4980     10.21     1259.51
     10/31/93      0.02788      0.00       0.3320     10.36     1281.45
     11/30/93      0.03121      0.00       0.3800     10.15     1259.33
     12/31/93      0.03774      0.18       2.6470     10.02     1269.72
      1/31/94      0.03247      0.00       0.4090     10.06     1278.91
      2/28/94      0.02993      0.00       0.3860      9.85     1256.01
      3/31/94      0.04422      0.00       0.5910      9.54     1222.12
      4/30/94      0.04358      0.00       0.5910      9.44     1214.89
      5/31/94      0.04435      0.00       0.6070      9.41     1216.74
      6/30/94      0.03837      0.00       0.5310      9.35     1213.95
      7/31/94      0.04220      0.00       0.5810      9.43     1229.81
      8/31/94      0.04480      0.00       0.6180      9.45     1238.26
      9/30/94      0.04130      0.00       0.5750      9.41     1238.43
     10/31/94      0.04731      0.00       0.6630      9.39     1242.02
     11/30/94      0.04839      0.00       0.6830      9.37     1245.78
     12/31/94      0.06529      0.00       0.9370      9.27     1241.17
      1/31/95      0.04856      0.00       0.7010      9.28     1249.01
      2/28/95      0.04728      0.00       0.6810      9.35     1264.80
      3/31/95      0.04788      0.00       0.6850      9.45     1284.80
      4/30/95      0.04799      0.00       0.6850      9.52     1300.84
      5/31/95      0.04627      0.00       0.6490      9.74     1337.22
      6/30/95      0.05049      0.00       0.7150      9.69     1337.29
      7/31/95      0.05070      0.00       0.7228      9.68     1342.90
      8/31/95      0.04797      0.00       0.7072      9.41     1312.10
      9/30/95      0.04861      0.00       0.7097      9.55     1338.40
     10/31/95      0.04610      0.00       0.6715      9.62     1354.67
     11/30/95      0.04672      0.00       0.6797      9.68     1369.70
     12/31/95      0.04647      0.00       0.6689      9.83     1397.50                 1000.00
      1/31/96      0.04089      0.00       0.5962      9.75     1391.94                  996.02
      2/29/96      0.03421      0.00       0.5050      9.67     1385.40                  991.34
      3/31/96      0.04947      0.00       0.7421      9.55     1375.30                  984.11
      4/30/96      0.04590      0.00       0.6900      9.58     1386.23                  991.93
      5/31/96      0.04686      0.00       0.7129      9.51     1382.88                  989.54
      6/30/96      0.04335      0.00       0.6643      9.49     1386.27                  991.97
      7/31/96      0.04400      0.00       0.6687      9.61     1410.23                 1009.11
      8/31/96      0.04478      0.00       0.6859      9.58     1412.40                 1010.66
      9/30/96      0.04642      0.00       0.7107      9.63     1426.61                 1020.83
     10/31/96      0.04739      0.00       0.7133      9.84     1464.74                 1048.12
     11/30/96      0.04682      0.00       0.6968     10.00     1495.53                 1070.15
     12/31/96      0.04167      0.20       3.7734      9.64     1478.06                 1057.65
Performance Information Schedule

Total Return

   Date of          Net        Cap.      Shares                Returns
Distribution       Income      Gains.   Reinvested     NAV     Inception    5 Years      1 Year

Worldwide-Hedged:

      5/19/92                                         10.00     1000.00
      5/31/92      0.01267      0.00       0.1270      9.96      997.26
      6/30/92      0.05169      0.07       1.2290      9.97     1010.52
      7/31/92      0.05175      0.07       1.1800     10.03     1028.44
      8/31/92      0.04636      0.23       2.9270      9.85     1038.81
      9/30/92      0.03593      0.00       0.3790      9.99     1057.36
     10/31/92      0.04425      0.01       0.6010      9.89     1052.72
     11/30/92      0.04097      0.02       0.6300      9.76     1045.03
     12/31/92      0.03544      0.00       0.3850      9.85     1058.46
      1/31/93      0.03685      0.15       1.9770      9.91     1084.50
      2/28/93      0.04793      0.01       0.6600     10.05     1106.45
      3/31/93      0.03914      0.16       2.1950      9.89     1110.55
      4/30/93      0.03874      0.07       1.2510      9.82     1114.97
      5/31/93      0.04193      0.00       0.4840      9.83     1120.87
      6/30/93      0.02911      0.00       0.3340      9.95     1137.87
      7/31/93      0.03919      0.10       1.6130      9.92     1150.44
      8/31/93      0.04978      0.00       0.5700     10.12     1179.41
      9/30/93      0.03787      0.00       0.4830     10.15     1187.80
     10/31/93      0.02845      0.00       0.3260     10.22     1199.33
     11/30/93      0.02549      0.00       0.2980     10.04     1181.20
     12/31/93      0.03311      0.03       0.7730     10.09     1194.88
      1/31/94      0.03152      0.00       0.3690     10.11     1200.98
      2/28/94      0.02883      0.00       0.3460      9.90     1179.46
      3/31/94      0.05006      0.00       0.6230      9.58     1147.30
      4/30/94      0.04930      0.00       0.6250      9.45     1137.64
      5/31/94      0.04303      0.00       0.5410      9.58     1158.47
      6/30/94      0.03668      0.00       0.4640      9.56     1160.49
      7/31/94      0.03704      0.00       0.4810      9.35     1139.49
      8/31/94      0.02532      0.00       0.2950     10.45     1276.63
      9/30/94      0.03293      0.00       0.3850     10.46     1281.88
     10/31/94      0.03204      0.00       0.3750     10.46     1285.81
     11/30/94      0.03674      0.00       0.4320     10.46     1290.32
     12/31/94      0.03543      0.00       0.4180     10.41     1288.51
      1/31/95      0.05739      0.00       0.6800     10.44     1299.32
      2/28/95      0.01627      0.00       0.1940     10.46     1303.84
      3/31/95      0.04164      0.00       0.4960     10.46     1309.03
      4/30/95      0.03902      0.00       0.4670     10.46     1313.91
      5/31/95      0.03993      0.00       0.4800     10.46     1318.93
      6/30/95      0.02685      0.00       0.3220     10.51     1328.62
      7/31/95      0.04201      0.00       0.5087     10.44     1325.08
      8/31/95      0.05310      0.00       0.6413     10.51     1340.71
      9/14/95      0.14292      0.00       1.7330     10.52     1360.21
      9/30/95      0.05013      0.00       0.6220     10.42     1353.77
     10/31/95      0.04622      0.00       0.5703     10.53     1374.06
     11/30/95      0.05364      0.00       0.6530     10.72     1405.86
     12/31/95      0.05610      0.00       0.6780     10.85     1430.26                 1000.00
      1/31/96      0.05002      0.00       0.6006     10.98     1453.99                 1016.59
      2/29/96      0.03524      0.00       0.4325     10.79     1433.50                 1002.26
      3/31/96      0.05683      0.00       0.7056     10.70     1429.09                  999.18
      4/30/96      0.05285      0.00       0.6530     10.81     1450.84                 1014.39
      5/31/96      0.05385      0.00       0.6711     10.77     1452.70                 1015.69
      6/30/96      0.04955      0.00       0.6211     10.76     1458.04                 1019.42
      7/31/96      0.05227      0.00       0.6582     10.76     1465.12                 1024.37
      8/31/96      0.05191      0.00       0.6557     10.78     1474.91                 1031.22
      9/30/96      0.05469      0.00       0.6821     10.97     1508.39                 1054.62
     10/31/96      0.05537      0.00       0.6798     11.20     1547.63                 1082.06
     11/30/96      0.05509      0.00       0.6683     11.39     1581.49                 1105.74
     12/31/96      0.05522      0.37       5.4012     10.91     1573.77                 1100.34

Performance Information Schedule

Total Return

   Date of          Net        Cap.      Shares                Returns
Distribution       Income      Gains.   Reinvested     NAV     Inception    5 Years      1 Year

International:

       5/9/96                                         10.00     1000.00
      5/31/96      0.03431      0.00       0.3449      9.95      998.43
      6/30/96      0.04786      0.00       0.4851      9.90      998.22
      7/31/96      0.04752      0.00       0.4744     10.10     1023.17
      8/31/96      0.04900      0.00       0.4920     10.09     1027.13
      9/30/96      0.05059      0.00       0.5109     10.08     1031.26
     10/31/96      0.05335      0.00       0.5300     10.30     1059.22
     11/30/96      0.05186      0.00       0.5133     10.39     1073.81
     12/31/96      0.04058      0.00       1.2186     10.20     1066.61

Performance Information Schedule

Total Return

   Date of        Net        Cap.      Shares                Returns
Distribution    Income      Gains.   Reinvested     NAV     Inception    5 Years      1 Year

International-Hedged

      3/25/93                                         10.00     1000.00
      3/31/93      0.01078      0.00       0.1080      9.96      997.08
      4/30/93      0.06981      0.05       1.1710      9.97     1009.75
      5/31/93      0.05528      0.00       0.5600      9.99     1017.37
      6/30/93      0.04139      0.00       0.4190     10.06     1028.72
      7/31/93      0.03667      0.12       1.5870     10.07     1045.72
      8/31/93      0.06509      0.00       0.6560     10.31     1077.41
      9/30/93      0.05389      0.00       0.5440     10.36     1088.27
     10/31/93      0.03102      0.00       0.3110     10.48     1104.13
     11/30/93      0.03413      0.00       0.3440     10.45     1104.57
     12/31/93      0.04031      0.22       2.6690     10.39     1125.95
      1/31/94      0.02842      0.00       0.3010     10.23     1111.69
      2/28/94     -0.02135      0.19       1.8890      9.79     1082.37
      3/31/94      0.12969      0.00       1.4210     10.09     1129.88
      4/30/94      0.00000      0.00       0.0000     10.13     1134.36
      5/31/94      0.00448      0.00       0.0500      9.99     1119.18
      6/30/94      0.01891      0.00       0.2110     10.04     1126.90
      7/31/94      0.01870      0.00       0.2100     10.01     1125.63
      8/31/94      0.01358      0.00       0.1570      9.74     1096.80
      9/30/94      0.00566      0.00       0.0650      9.74     1097.44
     10/31/94      0.00000      0.00       0.0000      9.74     1097.44
     11/30/94      0.00000      0.00       0.0000      9.74     1097.44
     12/31/94      0.00000      0.00       0.0000      9.74     1097.44

      9/14/95                                         10.00     1000.00
      9/30/95      0.02628      0.00       0.2647      9.93      995.63
     10/31/95      0.05065      0.00       0.5115      9.93     1000.71
     11/30/95      0.05098      0.00       0.5128     10.02     1014.92
     12/31/95      0.05832      0.00       0.5797     10.19     1038.04                 1000.00
      1/31/96      0.04133      0.00       0.4148     10.15     1038.18                 1000.13
      2/29/96      0.03917      0.00       0.3978     10.07     1034.00                  996.11
      3/31/96      0.05809      0.00       0.5959     10.01     1033.80                  995.92
      4/30/96      0.04579      0.00       0.4664     10.14     1051.96                 1013.41
      5/31/96      0.03990      0.00       0.4119     10.05     1046.76                 1008.40
      6/30/96      0.04281      0.00       0.4454     10.01     1047.06                 1008.68
      7/31/96      0.04067      0.00       0.4250     10.01     1051.31                 1012.78
      8/31/96      0.04044      0.00       0.4268      9.95     1049.25                 1010.80
      9/30/96      0.03994      0.00       0.4216      9.99     1057.68                 1018.92
     10/31/96      0.04860      0.00       0.5125     10.04     1068.12                 1028.98
     11/30/96      0.04982      0.00       0.5290     10.02     1071.30                 1032.03
     12/31/96      0.03866      0.18       2.3748      9.80     1071.05                 1031.80
</TABLE>



 FFTW FUNDS, INC.




























                                                              Annual Report
                                                          December 31, 1996



200 PARK AVENUE
NEW YORK, NY  10166
TELEPHONE 212.681.3000
FACSIMILE 212.681.3250





                                                    									February 28, 1997 



Dear Shareholder:

    	We are pleased to present the Annual Report for the year ended December 
31, 1996.  The FFTW Funds, Inc. continues to enjoy strong growth in its seven 
Portfolios, each reflecting a specific strategy to meet the objectives of our 
investors.

    During the year, we introduced the Mortgage Total Return Portfolio for 
institutional investors who wish to participate in mortgage-related 
securities.  We also opened the International Portfolio to expand our 
investors' options for participating in the non-U.S. dollar bond markets.  
Four new Portfolios have recently completed registration with the SEC:  
Inflation-Indexed, Inflation-Indexed Hedged, Emerging Markets and Money 
Market.  The growth in our fund family reflects the increasing success of the 
Fund as it enters its eighth year. 

   	We greatly appreciate your participation in the FFTW Funds.  We welcome 
the opportunity to discuss the objectives and results of our funds in a 
continuing effort to meet your investment needs.  Please do not hesitate to 
contact us with questions or comments regarding this report, or for assistance 
in general.


Yours sincerely,


O. John Olcay
Chairman of the Board and Chief Executive Officer


FFTW Funds, Inc. 
- -------------------------------------------------------------------------------
Table Of Contents
- -------------------------------------------------------------------------------
U.S. Short-Term Portfolio	 
  	Overview                                                        	1
  	Schedule of Investments                                         	3
Stable Return Portfolio	 
  	Overview                                                        	6
  	Schedule of Investments                                         	8
Mortgage Total Return Portfolio	 
  	Overview                                                       	10
	  Schedule of Investments                                        	12
Worldwide Portfolio	 
	  Overview                                                       	16
	  Schedule of Investments                                        	18
Worldwide-Hedged Portfolio	 
	  Overview                                                       	20
	  Schedule of Investments                                        	22
International Portfolio	 
	  Overview                                                       	24
	  Schedule of Investments                                        	26
International-Hedged Portfolio	 
	  Overview                                                       	28
	  Schedule of Investments                                        	29
Statements of Assets and Liabilities                              	31
Statements of Operations	                                          35
Statements of Changes in Net Assets                               	38
Financial Highlights                                              	42
Notes to Financial Statements                                     	49


FFTW Funds, Inc.
- -------------------------------------------------------------------------------
U.S. Short-Term Portfolio 
December 31, 1996                                                            
- -------------------------------------------------------------------------------



GRAPH: Comparison of changes in Value of $10,000 Investment in US Short-Term
       Portfolio and the IBC's Money Fund Report Averages-All Taxable



Investment performance for the periods ended December 31, 1996:
	
Average Annual Total Return  
					
					
                                      		One 		                     Since	
                                      		Year	     Five Years	    Inception*	

U.S. Short-Term Portfolio		            5.45%	       4.25%	         5.18%	
					
IBC's Money Fund Report 
  AveragesTM-All Taxable		             4.95%	       4.05%	         4.85%
	
* U.S. Short-Term Portfolio commenced operations on December 6, 1989.		


    The U.S. Short-Term Portfolio outperformed its benchmark, the IBC's Money 
Fund Report AveragesTM-All Taxable, for the one-year ended December 31, 1996 by 
50 basis points (see above) with the help of strong third and fourth quarter 
returns. For the five-year period ended December 31, 1996, the Portfolio 
returned 4.25% annually, outperforming its benchmark by an annualized rate of 
20 basis points.  The Portfolio ended the period with net assets of $355.3 
million.  The Portfolio invests in short-term, dollar-denominated securities.  
It seeks to attain a high level of total return while preserving capital and 
maintaining liquidity.  Average weighted duration is maintained at less than 
one year.                                      

    In the first six months of the year, interest rates rose in response to 
stronger economic data. After a 25 basis point reduction in the discount rate 
and the federal funds rate on January 31, Federal Reserve Chairman Alan 
Greenspan dismissed any major concerns about downside risks to economic growth,
causing a significant readjustment of market expectations and a one-day rise in 
yields of nearly one quarter of one percent.  Without prospects for further near
term reductions in the federal funds rate, Treasury yields rose steadily 
throughout the remainder of the first two quarters. The third quarter of 1996 
was a difficult one for fixed-income investors.  The yield on five-year 
Treasuries fluctuated in a range of nearly 60 basis points. Ultimately, U.S. 
interest rates changed very little across the yield curve during the quarter 
particularly on the shorter end of the curve, giving bond investors, already 
suffering the effects of negative total returns in the first half of the year, 
the modest relief of achieving at least the coupon rate on their holdings.  
Sector allocation and yield curve positioning were the major contributors to 
overall return.

    The fourth quarter proved to be the best period of the year for fixed-income
investors.  Positive economic and inflation data and favorable political 
developments helped the market retrace some of the ground lost in the first 
half of the year.  Economic data released early in the quarter showed signs of 
a slowing economy and low inflation.  On October 29, lower-than-expected 
employment costs and consumer confidence signaled that the Federal Reserve 
would not need to raise rates.  In response, bond yields fell to levels not seen
since the beginning of the year. The Portfolio's duration (long relative to the 
benchmark's), yield curve allocation, and the selection of non-Treasury holdings
all added to return.

    The major issue for 1997 will be whether the economy continues its upward 
momentum, and if this continuing growth will raise investors' fear of inflation.
The market is divided on this question, as evidenced by implied forward rates 
along the yield curve.  The Portfolio begins the new year neutral in duration 
but poised to move shorter if signs of a stronger economy emerge.  Yield curve 
exposure continues to be slightly barbelled to reflect the view that yield curve
volatility will remain low and lead to a slight flattening of the curve among 
shorter maturities.  



FFTW Funds, Inc.
- -------------------------------------------------------------------------------
U.S. Short-Term Portfolio - Schedule of Investments 			
December 31, 1996 			
- -------------------------------------------------------------------------------
                                                		Face	
                                              		Amount (a)	         Value


Asset- and Mortgage-Backed Securities - 45.3%			
			
American Express Master Trust, 
  Ser. 1-A, Class A, 6.050% due 6/15/98		       10,000,000 	    $  10,026,000  
Beneficial Home Equity Loan Trust FRN, 
  Ser. 1995-1, Class A1, 5.880% due 3/28/25		    3,823,490 	        3,826,477 
Beneficial Mortgage Corp. FRN, Ser. 1996-1, 
  Class A, 5.840% due 4/28/26		                  3,003,597 	        3,005,459 
Case Equipment Loan Trust, Ser. 1993-B, 
  Class A, 4.300% due 5/15/99		                    592,516 	          583,723 
Chase Manhattan Grantor Trust, Ser. 1993-A, 
  Class A, 4.200% due 4/15/99		                    280,351 	          280,261 
Chase Manhattan Home Equity Loan Trust, 
  Ser. 1995-1, Class A1, 5.845% due 10/15/25		   7,281,419 	        7,287,108 
Contimortgage Home Equity Loan Trust, 
  Ser. 1996-1, Class A8, 5.945% due 3/15/27		    3,303,842 	        3,303,842 
Fairfax Financial Hldgs, 7.750% due 12/15/03		   3,000,000 	        3,074,589 
FHLMC, 8.000% due 11/15/20		                     5,400,000 	        5,499,176 
FHLMC, 9.000% due 6/1/97		                         525,996 	          526,195 
Fireman's Fund Mortgage Corp., 8.875% 
  due 10/15/01		                                   350,000 	          378,280 
FNMA ARM, 7.134% due 9/1/16		                   10,082,994 	       10,413,450 
FNMA FRN, Ser. 1993-54, Class FK, 
  6.319% due 4/25/21		                           4,485,760 	        4,527,921 
FNMA, Ser. 1992-155, Class C, 5.600% 
  due 6/25/01		                                  2,297,338 	        2,288,838 
FNMA, Ser. 1993-245, Class PC, 
  5.000% due 7/25/13		                           4,261,012  	       4,232,804 
FNMA, Ser. 1993-26, Class C, 
  5.500% due 12/25/09		                             94,720 	           94,380 
FNMA, Ser. 1994-93, Class PC, 
  7.000% due 5/25/13		                           6,041,000	         6,088,301
Ford Credit Auto Loan Master Trust, Ser. 
  1996-2, Class A, 5.630% due 2/15/03		          7,000,000 	        7,000,140 
Ford Credit Auto Loan Master Trust, Ser. 
  1992-2, Class A, 7.375% due 4/15/99		          3,000,000 	        3,018,210 
HFC Home Equity Loan FRN, Ser. 1992-1, 
  Class A1, 6.230% due 5/20/07		                 3,417,471  	       3,423,862 
HFC Home Equity Loan FRN, Ser. 1992-1, 
  Class A2, 6.130% due 5/20/07		                 2,073,262 	        2,073,262 
HFC Home Equity Loan FRN, Ser. 1992-2, 
  Class A2, 6.110% due 10/20/07		                1,838,798  	       1,845,106 
HFC Home Equity Loan FRN, Ser. 1993-1, 
  Class A1, 6.180% due 5/20/08		                 5,153,196 	        5,166,079 
Independent National Mortgage Corp. FRN, 
  Ser. 1996-A, Class A7, 6.039% due 9/25/26	     2,867,036 	        2,884,840 
Independent National Mortgage Corp., 
  7.500%, Ser. 1994-O, Class A10 due 9/25/24	    1,572,307 	        1,568,046 
MBNA Master Credit Card Trust, Ser. 1991-1, 
  Class A, 7.750% due 10/15/98          		       5,264,000 	        5,268,948 
MBNA Master Credit Card Trust, Ser. 1992-1, 
  Class A, 7.250% due 6/15/99		                  7,500,000 	        7,542,225 
Merrill Lynch Home Equity Loan FRN, Ser. 
  1993-1, Class A, 6.063% due 2/15/03		            377,273 	          377,303 
Merrill Lynch Mortgage Investors FRN, Ser. 
  1993-F, Class A2, 5.975% due 9/15/23		         9,398,760 	        9,604,311 
Merrill Lynch Mortgage Investors FRN, Ser. 
  1993-I, Class A1, 5.955% due 11/15/23		          246,921 	          246,997 
Merrill Lynch Mortgage Investors FRN, Ser. 
  1994-F, Class A1, 5.880% due 4/15/19		         1,269,920 	        1,269,920 
Norwest Auto Trust, Ser. 1996-A, Class A1, 
  5.465% due 12/5/97		                           3,202,829 	        3,205,872 
Novus Home Equity Credit Trust FRN, Ser. 
  1993-1, Class A, 6.055% due 12/31/03		         5,230,589 	        5,232,785 
People's Bank Credit Card Trust, Ser. 
  1994-1, Class A, 5.100% due 8/15/01		          3,300,000 	        3,296,997 
PNC Mortgage Securities Corp., Ser. 1994-2, 
  Class A1, 6.744% due 5/25/24		                 1,199,312 	        1,198,188 
Premier Auto Trust, Ser. 1995-2, 
  Class A4, 7.050% due 7/4/98		                  3,933,291 	        3,949,693 
Prudential Home Mortgage Securities, 
  Ser. 1992-48, Class A2, 7.500% due 1/25/23	    2,613,411 	        2,613,150 
Prudential Home Mortgage Securities, Ser. 
  1993-8, Class A9, 7.350% due 3/25/23		            62,145 	           61,902 
Prudential Home Mortgage Securities, Ser. 
  1993-35, Class A3, 6.750% due 9/25/08		          552,691 	          552,818 
Prudential Securities Secured-Fin. Corp., 
  Ser. 1993-3, Class A3, 7.500% due 6/25/23		      538,009 	          537,019 
Residential Asset Sec. Trust, Ser. 1996-A11, 
  Class A3, 7.300% due 2/25/27		                 4,000,000 	        4,000,000 
Residential Funding Mortgage, Ser. 1993-S26, 
  Class A3, 7.050% due 7/25/23		                 5,440,226 	        5,437,561 
Residential Funding Mortgage, Ser. 1993-S31, 
  Class A1, 7.000% due 9/25/23		                   772,618 	          769,837 
Residential Funding Mortgage, Ser. 1993-S41, 
  Class A1, 6.850% due 9/25/23	          	       1,082,902 	        1,082,902 
Residential Funding Mortgage, Ser. 1995-S8, 
  Class A1, 7.650% due 5/25/25		                 1,056,168 	        1,055,608 
Resolution Trust Corp. FRN, Ser. 1992-11, 
  Class A5, 6.510% due 10/25/24		                5,334,933 	        5,338,268 
			
Asset- and Mortgage-Backed Securities (continued) 			
			
Santa Barbara Funding II FRN, Ser. A, 
  Class 1, 6.280% due 3/20/18		                    435,111 	     $    438,653 
Superior Wholesale Inv Financing, Ser. 
  1994-A, Class A, 5.755% due 1/15/99		          5,500,000 	        5,500,000 
     Total (Cost - $160,742,039)			                               160,997,306 
			
Bank Obligations - 16.6%			
			
ABN/Amro Bank Yankee CD, 6.120% due 7/14/97      9,000,000 	        9,024,549 
Bank of Boston (Nassau) Time Deposit, 
  5.250% due 1/2/97		                           22,437,000 	       22,437,000 
Bank of Montreal Yankee CD, 5.430% 
  due 1/9/97		                                   6,000,000 	        6,000,000 
Bankers Trust Company CD, 5.420% due 5/23/97     5,000,000 	        5,000,000 
Chase Manhattan Bank BA, 5.290% due 1/2/97*		    1,500,000 	        1,499,780 
Den Danske Bank Time Deposit, 6.875%
  due 1/2/97		                                  10,000,000 	       10,000,000 
NatWest NY Yankee CD, 5.430% due 2/18/97		       5,000,000 	        5,000,000 
     Total (Cost - $58,961,329)			                                 58,961,329 
  			
Corporate Obligations - 6.0%			
			
Ameritech Cap FRN, 5.550% due 5/12/98		          5,000,000 	        5,006,230 
General Electric Capital Corp. FRN, 
  5.420% due 5/12/97		                           6,200,000 	        6,194,767 
National Westminster Bank FRN, 
  6.363% due 9/29/49		                           3,000,000 	        2,992,200 
NationsBank N.C. FRN, 5.571% due 10/28/99	       7,000,000 	        7,000,000 
     Total (Cost - $21,197,005)			                                 21,193,197 
			
Commercial Paper - 6.0%*			
			
American Brands, Inc., 5.400% due 1/22/97		      4,500,000 	        4,485,825 
Banc One Corp., 5.310% due 1/6/97	       	       6,000,000 	        5,995,575 
Caisse D'amort Dette Sociale, 
  5.260% due 7/1/97		                            5,000,000 	        4,867,770 
McKenna Triangle National Corp., 
  5.280% due 2/6/97		                            6,000,000 	        5,968,320 
     Total (Cost - $21,317,490)			                                 21,317,490 
			
Foreign Obligations - 9.8%			
			
Banco Latino Americano (144A), 
  7.050% due 7/19/99 (b)		                       3,250,000 	        3,253,047 
Celulosa Arauco y Constitucion, 
  6.750% due 12/15/03		                          3,449,000 	        3,334,193 
Corp. Andina de Fomento (144A),
   7.250% due 4/30/98  (b)		                     1,000,000 	        1,000,000 
Corp. Andina de Fomento, 7.250% 
  due 4/30/98 		                                 2,330,000  	       2,332,167 
Mexican United States FRN, 
  7.563% due 8/6/01		                              750,000 	          750,900 
Mexican United States FRN (144A), 
  7.563% due 8/6/01 (b)		                        2,250,000 	        2,252,813 
Netherlands Government, 7.750% 
  due 1/15/00	NLG	                              15,000,000 	        9,582,210 
Poland Non-U.S. Global FRN, 
  6.500% due 10/27/24		                          4,500,000 	        4,371,750 
Ras Laffan Liquid Natural Gas (144A), 
  7.628% due 9/15/06 (b)		                       2,500,000 	        2,500,000 
Republic of Columbia, 8.750% due 10/6/99		       1,575,000 	        1,644,973 
YPF Sociedad Anonima, 7.500% due 10/26/02		      3,903,587 	        3,947,502 
     Total (Cost - $34,922,768)			                                 34,969,555 

U.S. Government Obligations - 0.8%			
			
U.S. Treasury Bill, 5.303% due 2/6/97* @			
     (Cost- $2,984,685)		                        3,000,000 	    $   2,985,327 
			
Repurchase Agreements - 14.1%			
			
Citibank Repurchase Agreement, 5.550% 
  due 1/2/97; Issued 12/31/96;	
  (Collateralized by $19,665,000 
  U.S. Treasury Note, 7.000% due 4/15/99,			
  value $20,397,859)		                          20,000,000       	 20,000,000 
Citibank Repurchase Agreement, 6.100% 
  due 1/2/97; Issued 12/31/96;			
  (Collateralized by $2,000,000 U.S. 
  Treasury Note, 6.875% due 2/28/97,			
  value $2,050,829)		                            2,000,000 	        2,000,000 
Eastbridge Capital Repurchase Agreement,
  6.000% due 1/2/97; Issued 12/31/96;			
  (Collateralized by $13,600,000 U.S. 
  Treasury Note, 5.450% due 9/30/97,			
  value $14,450,697)		                          14,000,000 	       14,000,000 
Sanwa Bank Repurchase Agreement, 6.000% 
  due 1/2/97; Issued 12/31/96;			
  (Collateralized by $12,305,000 U.S. 
  Treasury Note, 7.875% due 2/15/21,			
  value $14,277,709)		                          14,000,000 	       14,000,000 
     Total (Cost - $50,000,000)			                                 50,000,000 
			
Total Investments - 98.6% (Cost - $350,125,316)			                350,424,204 
			
Other Assets, net of Liabilities - 1.4%			                          4,832,510 
			
Net Assets - 100.0%			                                          $ 355,256,714 




		
Summary of Abbreviations
		
ARM 	Adjustable Rate Mortgage	
BA  	Bankers Acceptance	
CD  	Certificate of Deposit	
DN	  Discount Note	
FRN	 Floating Rate Note	
NLG	 Netherlands Guilder	
TBA	 To Be Announced	
		
*	   Interest rate shown represents yield to maturity at date of purchase.	
@	   Security, or a portion thereof, is held in a margin account to cover 
     financial futures contracts.
(a) 	Face Amount shown in U.S. dollars unless otherwise indicated.
(b)	 Security exempt from registration under Rule 144A of the Securities Act 
     of 1933.  These securities may be resold in transactions exempt from 
     registration, normally to qualified institutional buyers.  At December 31, 
     1996, these securities were valued at $9,005,860 or 2.7% of assets.

                                             See Notes to Financial Statements



FFTW Funds, Inc.
- -------------------------------------------------------------------------------
Stable Return Portfolio
December 31, 1996
- -------------------------------------------------------------------------------


GRAPH:  Comparison of Changes in Value of $10,000 Investment in Stable Return
        Portfolio and the Merill Lynch 1-2.99 Year Treasury Index.


             Investment performance for the periods ended December 31, 1996:
	                                               Total Return	
					
	                                         	One		          Since	
                                         		Year	       	Inception*	

Stable Return Portfolio	                   5.29%	         	5.36%	
					
Merrill Lynch 1-2.99 Year Treasury Index		 4.99%	         	5.28%
	
*  Stable Return Portfolio commenced operations on July 26,1993.


    The total return for the Stable Return Portfolio for the year was 5.29%, 
compared to the 4.99% return of its benchmark, the Merrill Lynch 1-2.99 Year 
Treasury Index.  Since inception, the Portfolio has produced an annualized 
returned of 5.36%. The Portfolio ended the period with net assets of $42.1 
million.  The Portfolio's objective is to maintain as stable a rate of return 
as is consistent with preservation of capital by investing primarily in high-
quality debt securities with an average weighted duration of less than three 
years and by using interest rate hedging as a stabilizing technique.     

   	After the powerful year-end bond market rally of the fourth quarter of 1995 
that continued into January, market participants had difficulty determining how 
much of the economy's weakness was temporary and how much reflected a cyclical 
faltering of the economic expansion.  After a 25 basis point reduction in the 
discount rate and the federal funds rate on January 31, Federal Reserve Chairman
Alan Greenspan dismissed any major concerns about downside risks to economic 
growth in early February.   Without prospects for further near term reductions 
in the federal funds rate, Treasury yields rose steadily throughout the 
remainder of the quarter. The Portfolio's duration was kept close to the 
duration of the benchmark which helped the Portfolio's performance during the 
quarter.

		 	Although second quarter employment reports did not contain the type of 
dramatic news that the February release did, the bond market reacted strongly to
each report.  Over the quarter, the return on Treasury securities varied 
significantly, ranging between +1.3% and -0.5%, depending upon maturity. The 
Portfolio's duration was kept close to the duration of the benchmark through 
much of the first six months of the year until June when it was moved 
substantially short of the benchmark which detracted from performance. 

   During the third quarter of 1996, the specter of inflation resulting from a 
strong US economy and a potential reaction by the Federal Reserve caused market 
participants to react quickly and strongly to signs that the economy was either 
overheating or beginning to slow.  Interest rates seesawed up and down, changing
direction by over 20 basis points seven times during the course of the quarter. 
Ultimately, U.S. interest rates changed very little across the yield curve 
during the quarter.  In this environment, duration positioning was difficult and
the Portfolio's short duration position relative to the benchmark detracted from
performance for the quarter.

   In the fourth quarter, positive economic and inflation data and favorable 
political developments helped the market retrace some of the ground lost in the 
first half of the year.  Economic data released early in the quarter showed 
signs of a slowing economy and low inflation.  Lower-than-expected employment 
costs and consumer confidence ratings released at mid-quarter signaled that the 
Federal Reserve would not need to raise rates.  In response, bond yields fell to
levels not seen since the beginning of the year. Declining interest rates and 
conflicting economic data made for a volatile market which allowed the Portfolio
to capitalize upon a longer duration position relative to the benchmark.

   The Portfolio maintained a neutral duration position at the start of 1997 but
is poised to move shorter if signs of a stronger economy emerge.  Yield curve 
exposure continues to be slightly barbelled to reflect the view that yield curve
volatility will remain low and lead to a slight flattening of the curve among 
shorter maturities.  Yield spreads of non-Treasuries remain narrow and the 
Portfolio is overweighted in issues of high credit quality, to provide 
protection against any spread widening.


FFTW Funds, Inc.
- -------------------------------------------------------------------------------
Stable Return Portfolio - Schedule of Investments
December 31, 1996  
- -------------------------------------------------------------------------------
                                                     	Face	
                                                   	Amount (a)    	 Value



Long-Term Investments - 97.0%		
		
Asset- and Mortgage-Backed Securities - 45.8%		
Bear Stearns Mtg. Sec. Inc., Ser. 1996-4, 
  Class AI4, 7.350% due 9/25/27	                     400,000 	   $    403,216 
Bear Stearns Mtg. Sec. Inc., Ser. 1996-5, 
  Class A3, 7.250% due 9/25/27	                    1,000,000       	1,006,094 
Bear Stearns Mtg. Sec. Inc., Ser. 1996-8, 
  Class  A4, 7.250% due 11/25/27	                    668,000         	671,549 
Capita Equipment Rec. Trust, Ser. 1996-1, 
  Class B, 6.570% due 3/15/01	                       400,000         	400,728 
FHLMC, Ser. 1625, Class DA, 5.500% due 7/15/04     2,000,000       	1,984,480 
FHLMC, Ser. 1627, Class PD, 5.250% due 8/15/13	    1,000,000         	987,560 
FHLMC, Ser. 1733, Class PD, 7.250% due 1/15/17	      500,000         	506,949 
First Plus Home Loan Trust, Ser. 1996-3, 
  Class A2, 6.850% due 6/20/07	                    1,000,000       	1,006,830 
FNMA, Ser. 1994-56, Class D, 6.000% 
  due 3/25/14	                                     2,000,000       	1,988,520 
Independent National Mortgage Corp., Ser. 
  1994-Q, Class A5, 7.500% due 9/25/14	            1,000,000       	1,011,271 
Olympic Auto Receivable Trust, Ser. 1996-C,
  Class A3, 6.625% due 12/15/00	                   1,300,000       	1,313,260 
Premier Auto Trust, Ser. 1995-2, Class 
  CTFS, 7.350% due 6/4/01	                         1,500,000       	1,534,380 
Residential Accredit Loans, Ser. 1996-QS2, 
  Class A3, 7.050% due 3/25/19	                    1,000,000       	1,001,800 
Residential Accredit Loans, Ser. 1996-QS4, 
  Class AI4, 7.500% due 8/25/26	                     600,000         	605,263 
Residential Asset Sec. Trust, Ser. 1996-A11, 
  Class A3, 7.300% due 2/25/27	                      800,000         	800,000 
Residential Asset Sec. Trust, Ser. 1996-A5, 
  Class A3, 7.750% due 9/25/26	                    1,000,000       	1,012,750 
Residential Asset Sec. Trust, Ser. 1996-A7,
  Class A2, 7.050% due 10/25/26	                   1,500,000       	1,504,305 
Residential Funding Mortgage Sec., Ser. 
  1996-S20, Class A1, 7.100% due 9/25/26          	1,000,000       	1,009,550 
Standard Credit Card Master Trust, Ser. 
  1991-3, Class B, 9.250% due 9/7/99	                500,000 	        524,047 
     Total (Cost - $19,173,471)                                  		19,272,552 
		
Foreign Government Obligations - 6.8%		
Netherlands Government, 7.750% due 1/15/00  
  (Cost - $2,869,138)	                        NLG  4,500,000       	2,874,663 
		
U.S. Treasuries - 44.4%		
U.S. Treasury Note, 6.875% due 2/28/97	              150,000         	150,281 
U.S. Treasury Note, 5.250% due 12/31/97	           2,850,000 	      2,831,295 
U.S. Treasury Note, 5.875% due 4/30/98	              430,000         	429,597 
U.S. Treasury Note, 6.250% due 7/31/98	            7,850,000       	7,886,793 
U.S. Treasury Note, 5.875% due 10/31/98	           5,300,000       	5,293,375 
U.S. Treasury Note, 6.375% due 5/15/99	              470,000         	474,113 
U.S. Treasury Note, 5.875% due 11/15/99	             770,000         	766,871 
U.S. Treasury Note, 5.500% due 12/31/00	              20,000 	         19,538 
U.S. Treasury Note, 6.375% due 9/30/01	               50,000         	 50,281 
U.S. Treasury Note, 6.125% due 12/31/01	             800,000         	797,000 
     Total (Cost - $18,689,582)	                                  	18,699,144 
		
Total Long-Term Investments (Cost- $40,732,191)	                  	40,846,359 

Short-Term Investments - 1.5%		
Bank of Boston (Nassau) Time Deposit, 
  5.250% due 1/2/97		
    (Cost - $638,000)	                               638,000   	 $    638,000 
		
Total Investments - 98.5% (Cost - $41,370,191)		                   41,484,359 
		
Other Assets net of Liabilities - 1.5%	                              	616,102 
		
Net Assets - 100.0%		                                            $ 42,100,461
		
		
		
		
		
		
		
		
		
		
		
Summary of Abbreviations		
		
NLG   Netherlands Guilder		
		
(a)   Face Amount shown in U.S. dollars unless otherwise indicated.		
		
		                                           See Notes to Financial Statements



FFTW Funds, Inc.
- -------------------------------------------------------------------------------
Mortgage Total Return Portfolio
December 31, 1996
- -------------------------------------------------------------------------------

GRAPH:  Comparison of Changes in Value of $10,000 Investment in Mortgage Total
        Return Portfolio and the Lehman Mortgage-Backed Securities Index.



               Investment performance for the period ended December 31, 1996:
		                                            Total Return	
					
			                                             	Since	
                                           				Inception*	
                                         				(Not Annualized)	

Mortgage Total Return Portfolio	                  6.54%	
					
Lehman Mortgage-Backed Securities Index		       		5.77%
	
*  Mortgage Total Return Portfolio commenced operations on April 29, 1996.


  		The Mortgage Total Return Portfolio commenced operations on April 29, 1996.
The Portfolio's investment objective is to seek a high level of total return 
consistent with preservation of capital and to maintain liquidity by investing 
primarily in mortgage-related securities.  The Portfolio maintains an average
weighted duration of between two and six years.  In the eight-month period since
inception through December 31, 1996, the Portfolio's total return was 6.54%
compared to its benchmark, the Lehman Mortgage-Backed Securities Index with a 
total return of 5.77%.  Total net assets in the Portfolio as of December 31, 
1996, were $221.0 million. 

			The mortgage sector outperformed Treasuries and corporates during the second
quarter.  A combination of higher interest rates, lower expected supply, and 
declining prepayment volatility raised investors' expectations for future 
returns.  The rise in interest rates during the first half of 1996 resulted 
in improved convexity characteristics for the market, since borrowers found it 
less attractive to prepay their mortgages in the rising rate environment, and 
reduced the prospects for gross mortgage supply.  lndividual bond selection 
played a key role in bolstering the Portfolio's performance relative to the 
benchmark. 
		
			Mortgages also outperformed Treasuries during the third quarter as option-
adjusted yield spreads tightened.  Several mortgage pass-through holdings 
benefited from this tightening and added to performance.  At the same time, a 
strategic allocation to off-the-run mortgages added to returns as their higher 
yields tightened even more than those of pass-throughs.  Specific security
selection also provided incremental return opportunities.  

			While mortgages outperformed Treasuries on a duration-adjusted basis by over 
100 basis points for the year, the most difficult quarter for mortgages was the 
fourth quarter.  Initially the spread on mortgage-backed securities widened as 
Treasuries rallied and yields fell below their range of the prior six months.  
By year end, however, mortgages had recovered and posted a fourth quarter return
advantage of approximately 10 basis points over Treasuries on a duration-
adjusted basis.  Mortgage spreads ended the fourth quarter virtually unchanged, 
despite periods of spread volatility during the quarter.  The net effect was 
near benchmark performance of the Portfolio over the quarter.

			As of the date of this report, the Portfolio continues to be somewhat 
defensive due to the continued low spreads between mortgages and Treasuries.  
Seasoned pass-through collateral has been exchanged for new issue pass-through 
collateral due to the superior financing of the sector and the lack of relative 
value of the seasoned collateral.  Currently, the Portfolio maintains its 
allocation to interest-only securities which was increased in December, 1996.



FFTW Funds, Inc.
- ------------------------------------------------------------------------------		
Mortgage Total Return Portfolio - Schedule of Investments 
December 31, 1996  
- ------------------------------------------------------------------------------
		
                                                     	Face	
                                                    	Amount	        Value
 


Long-Term Investments - 213.2%		
		
To Be Announced Pools (TBAs) - 116.2%		
FHLMC Gold, 7.500% due (1/1/12 - 1/1/27)        	$ 92,900,000 	  $ 93,940,014 
FNMA, 8.000% due 1/1/27	                           54,090,000      55,087,311 
FNMA, 8.500% due 1/1/26	                            6,700,000       6,935,547 
FNMA Dwarf, 6.500% due 1/1/27	                         50,000 	        49,062 
FNMA Dwarf, 7.500% due 1/1/12	                     39,700,000      40,245,875 
GNMA, 7.500% due (4/1/98 - 8/15/98)	                6,899,177       6,752,569 
GNMA, 8.000% due 1/1/27                           	52,700,000 	    53,754,000 
     Total (Cost - $257,733,895)		                                256,764,378 
		
Pools - 22.1%		
FHLMC (ARM), 7.567% due 5/1/25	                     2,193,530 	     2,275,788 
FNMA (ARM), 7.417% due 4/1/25	                      3,629,643 	     3,763,486 
FNMA (ARM), 7.639% due 1/1/31	                        955,693 	       998,699 
FNMA (ARM), 7.680% due 6/1/24                      	2,603,248 	     2,697,616 
FNMA 8.500% due (6/1/24 - 7/1/25)	                 25,368,920 	    26,304,244 
FNMA 9.000% due (6/1/24 - 7/1/25)	                 11,037,599 	    11,627,425 
GNMA 7.500% due (4/15/99 - 10/1/26)	                1,073,535 	     1,082,537 
     Total (Cost - $48,676,043)		                                  48,749,795 
		
Interest Only Obligations (IOs)- 18.5%  (a)		
FHLMC IO Strip, Ser. 1255, Class I, 
  (12.259%-19.323%) due 7/15/21	                      867,402         816,123 
FHLMC IO Strip, Ser. 1295, Class JA, 
  (13.203%-13.850%) due 3/15/07	                      620,802 	       614,900 
FHLMC IO Strip, Ser. 1428, Class N, 
  10.998% due 11/15/07	                               117,015         114,000 
FHLMC IO Strip, Ser. 1464, Class L, 
  10.562% due 6/15/22	                                905,893 	       868,000 
FHLMC IO Strip, Ser. 162, Class IO, 
  10.913% due 2/1/24	                               1,213,371 	     1,176,210 
FHLMC IO Strip, Ser. 169, Class IO, 
  (8.345%-10.052%) due 3/1/23	                      2,803,928 	     2,800,699 
FHLMC IO Strip, Ser. 1687, Class IO, 
  6.255% due 3/15/07	                                  43,478 	        44,165 
FNMA ACES IO, Ser. 1993-M2, Class J,
   11.887% due 11/25/03	                            1,605,859 	     1,610,468 
FNMA ACES IO, Ser. 1996-M7, Class N, 
  9.326% due 5/17/36	                               1,151,606 	     1,141,793 
FNMA IO Strip, Ser. 203, Class 2, 
  (10.697%-13.077%) due 2/1/23	                     2,421,863 	     2,538,356 
FNMA IO Strip, Ser. 231, Class 2, 
  (9.722%-10.521%) due 7/1/23	                        870,604         851,911
FNMA IO Strip, Ser. 235, Class 2, 
  8.954% due 8/1/23	                                  559,387 	       528,571 
FNMA IO Strip, Ser. 237, Class 2, 
  10.637% due 8/1/23	                               1,219,808 	     1,235,554 
FNMA IO Strip, Ser. 251, Class 2, 
  12.948% due 11/1/23	                              1,396,872 	     1,533,753 
FNMA IO Strip, Ser. 267, Class 2, 
  14.340% due 10/1/24	                              1,585,355 	     1,793,587 
FNMA IO Strip, Ser. 274, Class 2, 
  5.785% due 10/1/25	                               1,503,385 	     1,434,240 
FNMA IO Strip, Ser. 275, Class 2, 
  10.188% due 11/1/26	                              3,351,282 	     3,060,498 
FNMA IO, Ser. 1990-103, Class L,
  (10.384%-13.784%) due 9/25/20	                    1,258,857 	     1,209,779 
FNMA IO, Ser. 1991-161, Class L,
  9.966% due 12/25/21	                              1,116,459 	     1,043,964 
FNMA IO, Ser. 1991-56, Class U, 
  (11.460%-12.644%) due 6/25/21	                      244,026         239,308 
FNMA IO, Ser. 1991-77, Class PL, 
  (10.740%-12.735%) due 7/25/21	                    1,139,473 	     1,085,952 
FNMA IO, Ser. 1992-108, Class L,
  (12.929%-13.298%) due 7/25/07	                      388,007         372,496 
FNMA IO, Ser. 1992-109, Class L,
  (12.092%-13.381%) due 7/25/07	                      630,599 	       588,748 

Interest Only Obligations (continued)		
FNMA IO, Ser. 1992-170, Class H, 
  10.825% due 9/25/07	                            $   516,722 	   $   492,846 
FNMA IO, Ser. 1992-24, Class N, 
  (12.969%-14.354%) due 3/25/07	                      226,548 	       230,647 
FNMA IO, Ser. 1992-47, Class L, 
  12.052% due 2/25/07	                                423,481 	       413,544 
FNMA IO, Ser. 1992-70, Class M, 
  (12.443%-15.767%) due 4/25/07	                      701,657 	       687,032 
FNMA IO, Ser. G92-1, Class G,
  (12.499-16.614%) due 1/25/22	                       231,460 	       217,957 
FNMA IO, Ser. G92-6, Class E, 
  (13.625%-16.941%) due 12/25/21	                     516,477 	       495,424 
FNMA IO, Ser. G92-8, Class L, 
  (13.346%-16.849%) due 1/25/22	                      552,332 	       513,381 
DLJ Mortgage Acceptance Corp. IO, Ser. 
  1996-CF2, Class S, 9.780% due 11/12/21	           1,035,050 	     1,034,158 
Morgan Stanley Mortgage Trust IO, Ser. 40,
  Class 14, 13.619% due 12/20/21	                     254,845 	       228,411 
Prudential Home Mtg. Sec. IO Strip, Ser. 
  1994-29, Class A8, (16.957%-18.590%) 
  due 10/25/04	                                       272,358        	260,951 
Prudential Home Mtg. Sec. IO, Ser. 
  1994-30, Class A11, 15.280% due 10/25/24	         1,055,124 	       920,123 
Structured Asset Sec. Corp. IO, Ser. 
  1996-CFL, Class X1, (11.426%-12.109%) 
  due 2/25/28	                                        848,628 	       829,176 
Structured Asset Sec. Corp. IO, Ser. 1996-CFL, 
  Class X2, (2.220%-7.345%) due 2/25/28	            2,633,536 	     2,728,777 
Vendee Mortgage Trust IO, Ser. 1992-2,
  Class IO, (8.440%-11.005%) due 9/15/22	           1,939,826 	     1,940,801 
Vendee Mortgage Trust IO, Ser. 1993-2, 
  Class IO, 8.824% due 6/15/23	                       527,068 	       528,700 
Vendee Mortgage Trust IO, Ser. 1994-2, 
  Class 3IO, (10.242%-12.836%) due 6/15/24	           210,546 	       219,864 
Vendee Mortgage Trust IO, Ser. 1994-3A, 
  Class 1IO, (9.655%-12.675%) due 9/15/24	            713,997         739,643 
Vendee Mortgage Trust IO, Ser. 1994-3B,
  Class 2IO, (12.701%-13.467%) due 9/15/24	           201,778 	       208,465 
Vendee Mortgage Trust IO, Ser. 1995-1C, 
  Class 3IO, (8.168%-10.161%) due 2/15/25	            247,054 	       242,669 
Vendee Mortgage Trust IO, Ser. 1996-1, 
  Class 1IO, (9.374%-12.060%) due 2/15/26	            956,675 	     1,000,886 
Vendee Mortgage Trust, Ser. 1996-2,
  Class 1IO, (9.168%-11.133%) due 6/15/26	            399,952         324,267 
     Total (Cost - $41,471,991)		                                  40,960,797 
		
Principal Only Obligations (POs)- 13.8%  (a)		
FNMA PO, Ser. 1993-219, Class C, 
  (6.842%-7.975%) due 8/25/23	                      2,539,951 	     2,543,292 
FNMA PO, Ser. 1993-184, Class M,
  (6.274%-6.858%) due 9/25/23	                      1,685,170       1,858,775 
FNMA PO, Ser. 1993-159, Class PA, 
  6.582% due 1/25/21	                                 244,204         242,291 
FNMA PO, Ser. 1993-157, Class E, 
  (6.902%-8.095%) due 5/25/22	                      2,422,460 	     2,486,412 
FNMA PO, Ser. 1993-152, Class K, 
  (7.346%-8.925%) due 8/25/23	                        929,147 	     1,034,772 
FNMA PO, Ser. 1993-152, Class J, 
  (6.471%-7.721%) due 8/25/23	                      2,619,358 	     2,792,350 
FNMA PO, Ser. 1993-111, Class B, 
  (6.455%-7.515%) due 12/25/20	                     2,674,112 	     2,664,918 
FNMA PO, Ser. 1993-100, Class N, 
  (6.815%-8.108%) due 6/25/23	                        958,701 	       987,856 
FNMA PO, Ser. 1993-100, Class M, 
  7.162% due 6/25/23	                                 741,677 	       758,896 
FNMA PO, Ser. 1993-100, Class L, 
  7.162% due 6/25/23	                               1,578,037 	     1,614,671 
FNMA PO, Ser. 1993-100, Class J, 
  (6.815%-8.124%) due 6/25/23	                      1,330,127 	     1,375,861 
FNMA PO, Ser. 193-213, Class E,
  6.137% due 9/25/23	                                 261,325 	       260,508 
FNMA PO Strip, Ser. 275, Class 1, 
  6.701% due 11/1/26	                               6,674,362 	     7,025,068 
FNMA PO Strip, Ser. 274, Class 1,
  8.306% due 10/1/25	                               3,468,129 	     3,574,307 
FNMA PO Strip, Ser. 1996-34, Class A, 
  (5.502%-6.910%) due 10/25/21	                     1,364,692 	     1,338,703 
     Total (Cost - $29,491,452)	                                	  30,558,680 
		
Collateralized Mortgage Obligations (CMOs) - 36.4%		
FHLMC, Ser. 1511, Class L, 6.000% 
  due 5/15/08	                                      6,505,788 	     5,930,026 

FHLMC, Ser. 1490, Class J, 
  7.000% due 2/15/23	                               2,250,000	      2,189,531 

Collateralized Mortgage Obligations (continued)		
 
FHLMC, Ser. 1765-B, Class BA, 10.000% 
  due 1/15/17	                                   $  2,914,141 	  $  3,059,849 
FHLMC, Ser. 1792, Class B, 
  9.500% due 1/15/22	                               2,410,000 	     2,633,407 
FHLMC, Ser. 1906, Class A, 
  7.500% due 8/15/21	                               4,327,944 	     4,349,584 
FNMA, Ser. 1992-129, Class J, 
  4.000% due 7/25/20	                               1,220,000 	     1,016,260 
FNMA, Ser. 1993-180, Class SB, 
  3.661% due 9/25/00	                               3,690,754 	     3,344,746 
FNMA, Ser. 1993-240, Class Z, 
  6.250% due 12/25/13	                              2,025,481 	     1,744,142 
FNMA, Ser. 1996-1, Class B, 
  7.500% due 11/25/22	                              1,820,000 	     1,831,102 
FNMA, Ser. 1996-52, Class A, 
  7.500% due 11/25/20	                             12,618,836  	   12,681,930 
FNMA, Ser. G93-10, Class H, 
  5.000% due 8/25/22	                               1,060,000 	       866,232 
FNMA, Ser. X-19B, Class ED, 
  6.500% due 1/25/22	                               1,900,000 	     1,702,020 
Contimortgage Home Equity Loan Trust, 
  Ser. 1996-2, Class A7, 7.600% due 2/15/15        	2,410,000 	     2,441,631 
CTS Adjustable Rate Mortgage Trust, Ser. 
  1995-1, Class A, 6.360% due 5/25/26              	3,574,708 	     3,589,232 
Delta Funding Home Equity Loan Trust, Ser. 
  1996-1, Class A6, 7.720% due 5/25/20             	2,120,000 	     2,154,450 
GE Capital Mortgage Services, Inc., Ser. 
  1996-11, Class B1, 7.500% due 7/25/26            	1,175,988 	     1,142,914 
GE Capital Mortgage Services, Ser. 1996-11, 
  Class A9, 7.500% due 7/25/26	                       538,164 	       532,782 
GE Capital Mortgage Services, Ser. 1996-9, 
  Class M, 7.500% due 6/25/26	                        806,603 	       793,496 
Homart A1, 6.625% due 12/29/98	                     6,814,000 	     6,818,259 
Independent National Mortgage Corp., 
  Ser. 1996-E, Class A4, 7.000% due 5/25/26        	1,840,237 	     1,762,027 
Mellon Bank Home Equity Loan Trust, Ser. 
  1996-1, Class A1, 5.795% due 4/15/26               	300,000 	       300,188 
PNC Mortgage Sec. Corp., Ser. 1996-1, 
  Class B2, 7.500% due 6/25/26	                       672,791 	       653,869 
Residential Accredit Loans, Inc., Ser. 
  1996-QS3, Class A11, 7.750% due 6/25/11          	1,273,555 	     1,283,998 
Residential Asset Trust, Ser. 1996-A4, 
  Class A12, 7.500% due 9/25/26	                    6,120,000 	     6,071,040 
Residential Funding Mortgage Sec., Ser. 
  1996-S15, Class A20, 7.750% due 6/25/26          	4,462,028 	     4,495,494 
Resolution Trust Corp. FRN, Ser. 1993-C3, 
  Class A3, 6.500% due 12/25/24                      	992,218         994,997 
Signet Home Equity Loan Corp. Trust FRN, 
  Ser. 1995-A, Class A, 5.915% due 6/20/04         	2,506,389 	     2,509,130 
Structured Asset Sec, Corp., Ser. 1996-2, 
  Class B1, 7.000% due 8/25/26	                       764,712 	       728,388 
Structured Asset Sec, Corp., Ser. 1996-2, 
  Class B2, 7.000% due 8/25/26	                       353,000 	       330,055 
Structured Asset Sec. Corp., Ser. 1996-CFL, 
  Class A2A, 7.750% due 2/25/28                    	2,539,102 	     2,573,126 
     Total (Cost - $80,165,516)		                                  80,523,905 
		
U.S. Treasury Securities - 6.2%		
U.S. Treasury Note, 5.875% due 11/30/11	            3,760,000       3,704,777 
U.S. Treasury Note, 6.500% due 10/15/06	            9,820,000 	     9,876,772 
     Total (Cost - $13,704,797)		                                  13,581,549 
		
Total Long-Term Investments (Cost - $471,243,694)		               471,139,104 
		
Short-Term Investments - 5.6%		
Bank of Boston (Nassau) Time Deposit, 
  5.250% due 1/2/97	                               11,982,000 	    11,982,000 
U.S. Treasury Bill, 5.516% due 3/6/97                	500,000 	       495,515 
     Total (Cost - $12,472,653)		                                  12,477,515 


                                                    Contracts        Value		

Long Options - 0.5%	
	
Swap Option OTC 9.000% Strike Expiring 9/19/11	           7 	    $     60,000 
Swap Option OTC 9.000% Strike Expiring 9/19/11           	7 	         139,500 
Swap Option OTC 10.500% Strike Expiring 9/19/11	         10 	         105,000 
U.S.T. Note (10 Yr.) $110 Call Expiring 5/17/97	        745 	         803,185 
U.S.T. Note (10 Yr.) $111 Call Expiring 5/17/97	         19 	          14,546 
     Total (Cost - $1,530,177)		                                    1,122,231 
		
Total Investments - (Cost - $485,246,524)		                       484,738,850 
		
Other Assets net of Liabilities - (119.3%)	                    	 (263,749,061)
		
Net Assets - 100.0%	                                           	$ 220,989,789 
		
- -------------------------------------------------------------------------------
Schedule of Securities Sold Short 	                    Face
December 31, 1996	                                    Amount	        Value
- -------------------------------------------------------------------------------
		
TBAs - (49.4%)		
FNMA (TBA), 8.500% due 1/1/27	                  $ (38,890,000)	 $ (40,287,629)
FNMA Dwarf (TBA), 7.000% due 1/1/12	              (39,700,000)	   (39,650,375)
GNMA (TBA), 7.000% due 1/1/27	                    (30,000,000)	   (29,325,000)
     Total (Cost - ($109,789,853))		                           $ (109,263,004)
		
Summary of Abbreviations		
			
ARM   	Adjustable Rate Mortgage		
FHLMC	 Federal Home Loan Mortgage Corporation		
FNMA	  Federal National Mortgage Association		
FRN	   Floating Rate Note		
GNMA  	Government National Mortgage Association		
		
(a)  Interest rate shown represents yield to maturity at date of purchase.		
     Face amount shown represents amortized cost.		

                                             See Notes to Financial Statements



FFTW Funds, Inc.
- -------------------------------------------------------------------------------
Worldwide Portfolio 
December 31, 1996
- -------------------------------------------------------------------------------


GRAPH:  Comparison of Changes in Value of $10,000 Investment in Worldwide 
        Portfolio and the JP Morgan Global Government Bond Index (Unhedged)


            Investment performance for the periods ended December 31, 1996:
                                           	Average Annual Total Return	
					
                                                 		One    		   Since	
                                                 		Year	    	Inception*	

Worldwide Portfolio		                              5.77%		     8.64%	
					
JP Morgan Global Government Bond Index (Unhedged)		4.39%	     	9.19%
	
*  Worldwide Portfolio commenced operations on April 15, 1992.


    The Worldwide Portfolio outperformed its benchmark, the JP Morgan Global 
Government Bond Index (Unhedged), by 138 basis points for the twelve months 
ended December 31, 1996. Since inception, the Portfolio has produced an 
annualized return of 8.64%, slightly behind the benchmark return of 9.19% for 
the same period. The Portfolio's net assets totaled $74.9 million on December 
31, 1996.  Its objective is to achieve a high level of total return, consistent 
with the preservation of capital by investing in bonds from around the world, 
denominated in U.S. dollars and other currencies.  The Portfolio's average 
weighted duration may not exceed eight years.

    Global short-term interest rates generally declined during the first quarter
with the exception of Japanese rates, which remained unchanged.  Higher yielding
bond markets and currencies outperformed due to declining inflation 
expectations.  The Portfolio held an underweighted position in the U.S. bond 
market relative to the benchmark with the belief that resurgent domestic demand 
would boost the production side of the economy, and that expectations of a 
monetary easing that were priced into the market were unjustified.  The 
Portfolio's exposure to the European bond markets was reduced to account for 
increasing global growth expectations.  Anticipation of an improving situation 
in Japan drove the Portfolio's underweighting in this bond market.  In the 
second quarter, U.S. Treasury yields rose an average of 40 basis points and 
Japanese interest rates began to fluctuate as expectations for monetary policy 
varied.  At the same time, the yen declined as short-term rates remained low and
the trade surplus with the U.S. declined.  The Portfolio's exposure to the major
markets remained consistent with that of the first quarter.  

    Due to slower than expected economic growth in the United States and Japan, 
and only modestly stronger than expected growth in Germany, the markets 
witnessed a further decline in global bond yields during the third quarter.  
European high yielding markets continued to outperform with the help of 
declining domestic inflation and apparently stringent budgets.  The Portfolio 
maintained an overweighted position in higher yielding European markets. 

   	In the fourth quarter, global financial market and real economic conditions 
created the ideal environment for a decline in bond yields.  Global inflation 
remained quiescent despite a modest rise in commodity prices.  For the 
Portfolio, interest rate exposure had a somewhat modest impact upon relative 
performance during the quarter.  Duration was kept near the benchmark, the J.P. 
Morgan Global Government Bond Index (Unhedged), reflecting the belief that 
global interest rates were near a trough.  Within Europe, the Portfolio was 
overweighted in Spain and Sweden to benefit from a continued easing in monetary 
policy in these countries and the increasing probability that yield 
differentials would move to the credit spreads implied by monetary union.  The 
adviser instituted a brief underwieght exposure to the Japanese bond market 
before reverting to the view that domestic institutional cash flow would in fact
support the bond market at the expense of the equity market until unequivocal 
economic recovery was underway.  Japanese forecasters predicted that tax 
increases would hamper such a recovery during 1997.  In currencies, the yen was 
underweighted in the Portfolio, predominantly in favor of the Canadian dollar.  
In Europe, the Portfolio remained overweighted in higher yielding European 
currencies (i.e., sterling and peseta). 

   	Since fourth quarter economic growth was stronger than expected and the 
Federal Reserve appears set to persist with an asymmetric bias to monetary 
policy, U.S. Treasuries will be underweighted in the Portfolio in early 1997.  
As long as the trade account does not deteriorate, the U.S. dollar should 
benefit from relatively stronger growth in North America than in Europe or the 
Far East.  Neither the Bundesbank nor the Bank of Japan has exhibited much 
interest in stronger currencies at present and both may prefer steady weak 
currencies to further easing in interest rates.  We expect the Spanish peseta 
to continue to outperform the deutschmark and the Swiss franc based on the 
interest rate differential and limited scope for depreciation. 


FFTW Funds, Inc.
- -------------------------------------------------------------------------------
Worldwide Portfolio - Schedule of Investments
December 31, 1996
- -------------------------------------------------------------------------------


Long-Term Investments - 72.0%			
			
Australia - 0.9%			
Australian Government, 10.000% due 2/15/06	  AUD	      470,000	   $   437,575 
Australian Government, 10.000% due 10/15/02 	AUD	      290,000	       261,756 
     Total (Cost - $670,764)			                                       699,331 
			
Canada - 2.3%			
Canadian Government, 7.000% due 12/1/06	     CAD	      250,000	       190,217 
Canadian Government, 7.250% due 6/1/07	      CAD	    2,020,000	     1,558,396 
     Total (Cost - $1,730,276)			                                   1,748,613 
			
Denmark - 1.3%			
Kingdom of Denmark, 8.000% due 3/15/06			
     (Cost - $979,659)	                      DKK	    5,400,000	     1,008,110 
			
Germany - 17.4%			
Deutschland Republic, 7.375% due 1/3/05	     DEM	    6,000,000	     4,323,894 
Deutschland Republic, 8.000% due 7/22/02	    DEM	   11,700,000	     8,685,343 
     Total (Cost - $13,173,230)			                                 13,009,237 
			
Italy - 1.7%			
Buoni Poliennali del Tes, 9.500% due 2/1/06  ITL 1,540,000,000	     1,155,000 
Buoni Poliennali del Tes, 9.500% due 2/1/01	 ITL	  210,000,000	       151,830 
     Total (Cost - $1,265,498)			                                   1,306,830 
			
Japan - 10.3%			
Government of Japan, Ser. 184, 2.900% 
  due 12/20/05	                              JPY	  280,000,000	     2,461,200 
Government of Japan, Ser. 170, 4.100%
  due 6/21/04	                               JPY	  544,000,000	     5,229,472 
     Total (Cost - $7,903,277)			                                   7,690,672 
			
Netherlands - 2.9%			
Bank Nederlandse Gemeenten, 6.750% 
  due 10/3/05			      
     (Cost - $2,186,744)	                    NLG	    3,540,000	     2,175,372 
			
Spain - 2.1%			
Bonos y Obligacion del Estado, 10.150% 
  due 1/31/06			
     (Cost - $1,574,063)	                    ESP	  167,000,000	     1,567,963 
			
Sweden - 5.3%			
Kingdom of Sweden, 6.000% due 2/9/05	        SEK	    6,800,000	       966,586 
Swedish Government, 11.000% due 1/21/99	     SEK	   18,000,000	     2,967,750 
     Total (Cost - $3,966,083)		                                   	3,934,336 
			
United Kingdom - 1.9%			
United Kingdom Treasury, 9.000% due 8/6/12			
     (Cost - $1,217,214)	                    GBP	      740,000	     1,423,528 
			
			

United States - 25.9%			
U.S. Treasury Note, 6.375% due 5/15/99		             1,090,000	  $  1,099,538 
U.S. Treasury Note, 6.500% due 8/31/01	               	950,000	       960,390 
U.S. Treasury Note, 6.250% due 10/31/01		            1,250,000	     1,250,781 
U.S. Treasury Note, 5.875% due 11/30/01		            5,200,000	     5,123,622 
U.S. Treasury Note, 6.125% due 12/31/01		            2,250,000	     2,241,563 
U.S. Treasury Note, 6.500% due 10/15/06		            4,650,000	     4,676,156 
U.S. Treasury Bond, 7.125% due 2/15/23	             	1,030,000	     1,074,740 
U.S. Treasury Bond, 7.625% due 2/15/25		               330,000	       366,403 
U.S. Treasury Bond, 6.750% due 8/15/26		             2,600,000	     2,617,875 
     Total (Cost - $19,538,595)			                                 19,411,068 
			
Total Long-Term Investments (Cost - $54,205,403)			                53,975,060 
			
Short- Term Investments - 35.2%			
Bank of Boston (Nassau) Time Deposit, 
  5.250% due 1/2/97	                               	21,831,000	    21,831,000 
FNMA  DN, 5.310% due 3/21/97*	                      	4,000,000	     3,953,390 
U.S. Treasury Bill, 5.543% due 1/23/97* @	            	600,000        598,288 
     Total (Cost - $26,382,407)			                                 26,382,678 
			
Total Investments - 107.2% (Cost - $80,587,810)			                 80,357,738 
			
Other Assets net of Liabilities - (7.2%)		                    	    (5,418,301)
			
Net assets - 100.0%	                                         		 $  74,939,437 
			
			
Summary of Abbreviations			
			
AUD 	Australian Dollar			
CAD 	Canadian Dollar			
DEM 	German Deutschemark			
DKK 	Danish Krone			
DN	  Discount Note			
ESP	 Spanish Peseta			
GBP	 Great British Pound			
ITL	 Italian Lira			
JPY	 Japanese Yen			
NLG	 Netherlands Guilder			
SEK	 Swedish Krona			
			
			
(a)	 Face amount shown in U.S. dollars unless otherwise indicated.
*	   Interest rate shown represents yield to maturity at date of purchase.
@	   Security, or a portion thereof, is held in a margin account to cover 
     financial futures contracts.
			
                                             See Notes to Financial Statements


FFTW Funds, Inc.
- -------------------------------------------------------------------------------
Worldwide-Hedged Portfolio 
December 31, 1996
- -------------------------------------------------------------------------------

GRAPH:  Comparison of Changes in Value of $10,000 Investment in Worldwide-
        Hedged Portfolio and a Customized Benchmark.

         Investment performance for the periods ended December 31, 1996:
	                                     Average Annual Total Return  	
					
                                        		One   		    Since	
                                        		Year		    Inception**	

Worldwide-Hedged Portfolio		             10.03%	    	10.31%	
					
Customized Benchmark*	                   	8.65%	     	7.23%
	

*  Customized Benchmark: 
     May 19, 1992 through July 31, 1994 - JP Morgan Global Government Bond Index
     (Hedged)
     August 1, 1994 through June 30, 1995 - IBC's Money Fund Report AveragesTM-
     All Taxable
     July 1, 1995 to present - JP Morgan Global Government Bond Index (Hedged)
** Worldwide-Hedged Portfolio commenced operations on May 19, 1992.


   	The Worldwide-Hedged Portfolio seeks a high level of total return consistent
with preservation of capital by investing in high-quality fixed income 
securities from bond markets worldwide and actively utilizes currency hedging 
techniques.  The Portfolio's average weighted duration may not exceed eight 
years.  For an eleven-month period between August 1, 1994 and June 30, 1995, the
Worldwide-Hedged Portfolio was invested in cash or short-term instruments due to
its small size. Consequently, the Portfolio's performance is compared to a 
Customized Benchmark* (see description of benchmark above).   The Portfolio rose
by 10.03% in the one-year period ending December 31, 1996.  The Portfolio's net 
assets were $30.0 million as of December 31, 1996. 

    Short-term interest rates around the globe generally declined during the 
first quarter with the exception of Japanese rates which remained unchanged. 
Higher yielding bond markets outperformed due to declining inflation 
expectations.  The Portfolio held an underweighted position in the U.S. bond 
market relative to the benchmark with the belief that resurgent domestic demand 
would boost the production side of the economy, and that expectations of a 
monetary easing that were priced into the market were unjustified.  The 
Portfolio's exposure to the European bond markets was reduced to account for 
increasing global growth expectations.  Anticipation of an improving situation 
in Japan drove the Portfolio's underweighting in this bond market.  In the 
second quarter, U.S. Treasury yields rose an average of 40 basis points in 
response to evidence of strong domestic demand, industrial production figures, 
and rapid job creation.  Japanese interest rates began to fluctuate as 
expectations for monetary policy varied.  At the same time, the yen declined 
as short-term rates remained low and the trade surplus with the U.S. declined. 

    Investors witnessed slower than expected economic growth in the US and Japan
in the third quarter, and only modestly stronger than expected growth in 
Germany.  These markets drove a further decline in global bond yields during the
quarter.   The declines continued in the fourth quarter due to global financial 
market and real economic conditions.  Fourth quarter economic activity was 
generally weaker than expected and seemed to assure the prolongation of a low 
interest rate environment.  Global inflation remained quiescent despite a modest
rise in commodity prices.  For the Portfolio, interest rate exposure had a 
somewhat modest impact upon relative performance during the quarter.  Duration 
was kept near the benchmark, the JP Morgan Global Government Bond Index 
(Hedged), reflecting the belief that global interest rates were near a trough.  
Within Europe, the Portfolio was overweighted in Spain and Sweden to benefit 
from a continued easing in monetary policy in these countries and the increasing
probability that yield differentials would move to the credit spreads implied 
by monetary union.  The adviser instituted a brief underwieght exposure to the 
Japanese bond market before reverting to the view that domestic institutional 
cash flow would in fact support the bond market at the expense of the equity 
market until unequivocal economic recovery was underway.  Japanese forecasters 
predicted that tax increases would hamper such a recovery during 1997. 

   	Since fourth quarter economic growth was stronger than expected and the 
Federal Reserve appears set to persist with an asymmetric bias to monetary 
policy, U.S. Treasuries will be underweighted in the Portfolio in early 1997.  
The adviser has also identified glimmerings of inflationary pressure within the 
labor market in the US.  Growth, inflation and job creation in 1996 all 
surpassed the Federal Reserve's forecasts. 




FFTW Funds, Inc.
- -------------------------------------------------------------------------------
Worldwide-Hedged Portfolio - Schedule of Investments 
December 31, 1996 
- -------------------------------------------------------------------------------
	Face	
	Amount (a)	Value



Long-Term Investments - 71.7%			
			
Australia - 0.8%			
Australian Government, 10.000% due 2/15/06	  AUD	     250,000	   $    232,754 
Australian Government, 10.000% due 10/15/02  AUD      	20,000	         18,052 
     Total (Cost - $233,198)			                                       250,806 
			
Canada - 2.4%			
Canadian Government, 7.000% due 12/1/06	     CAD	     160,000	        121,740 
Canadian Government, 7.250% due 6/1/07	      CAD	     770,000	        594,042 
     Total (Cost - $709,053)			                                       715,782 
			
Denmark - 1.3%			
Kingdom of Denmark, 8.000% due 3/15/06			
     (Cost - $380,978)	                      DKK	   2,100,000	        392,042 
			
Germany - 19.1%			
Deutschland Republic, 7.375% due 1/3/05	     DEM 	  2,800,000	      2,017,817 
Deutschland Republic, 8.000% due 7/22/02	    DEM	   5,000,000	      3,711,685 
     Total (Cost - $5,802,062)			                                   5,729,502 
			
Italy - 5.0%			
Buoni Poliennali del Tes, 9.500% due 2/1/06	 ITL	 470,000,000	        352,500 
Buoni Poliennali del Tes, 9.500% due 2/1/01 	ITL1,570,000,000	      1,135,110 
     Total (Cost - $1,411,692)			                                   1,487,610 
			
Japan - 4.7%			
Government of Japan, Ser. 184, 2.900% 
  due 12/20/05			
     (Cost- $1,455,848)	                     JPY	 161,000,000	      1,415,190 
			
Netherlands - 2.7%			
Bank Nederlandse Gemeenten, 6.750% 
  due 10/3/05			 
     (Cost - $803,098)	                      NLG	   1,300,000	        798,866 
			
Spain - 2.1%			
Bonos y Obligacion del Estado, 10.150% 
  due 1/31/06 			
     (Cost - $630,278)	                      ESP	  67,000,000	        629,063 
			
Sweden - 5.6%			
Kingdom of Sweden, 6.000% due 2/9/05	        SEK	   2,500,000	        355,363 
Swedish Government, 11.000% due 1/21/99	     SEK	   8,000,000       1,319,000 
     Total (Cost - $1,697,944)			                                   1,674,363 
			
United Kingdom - 2.8%			
United Kingdom Treasury, 9.000% due 8/6/12			
     (Cost - $723,749)	                      GBP	     440,000	        846,421 
			

United States - 25.2%			
U.S. Treasury Note, 6.500% due 8/31/01		            1,550,000	   $  1,566,952 
U.S. Treasury Note, 5.875% due 11/30/01		           2,050,000	      2,019,889 
U.S. Treasury Note, 6.125% due 12/31/01	             	750,000	        747,188 
U.S. Treasury Note, 6.500% due 10/15/06	           	1,650,000	      1,659,281 
U.S. Treasury Bond, 7.125% due 2/15/23	              	350,000	        365,202 
U.S. Treasury Bond, 7.625% due 2/15/25	              	283,000	        314,218 
U.S. Treasury Bond, 6.750% due 8/15/26	              	900,000        	906,188 
     Total (Cost - $7,614,503)			                                   7,578,918 
			
Total Long-Term Investments (Cost - $21,462,403)			                21,518,563 
			
Short-Term Investments - 29.5%			
Bank of Boston (Nassau) Time Deposit, 
  5.250% due 1/2/97		                               8,715,000	      8,715,000 
U.S. Treasury Bill, 5.543% due 1/23/97* @		           150,000	        149,572 
     Total (Cost - $8,864,511)			                                   8,864,572 
			
Total Investments - 101.2% (Cost - $30,326,914)			                 30,383,135 
			
Oher Assets net of Liabilities - (1.2%)			                           (359,478)
			
Net Assets - 100%			                                            $  30,023,657 
			
			
Summary of Abbreviations			
			
AUD 	Australian Dollar			
CAD 	Canadian Dollar			
DEM 	German Deutschemark			
DKK 	Danish Krone			
ESP 	Spanish Peseta			
GBP 	Great British Pound			
ITL 	Italian Lira			
JPY 	Japanese Yen			
NLG 	Netherlands Guilder			
SEK 	Swedish Krona			
			
			
(a) 	Face amount shown in U.S. dollars unless otherwise indicated.
*	   Interest rate shown represents yield to maturity at date of purchase.
@	   Security, or a portion thereof, is held in a margin account to cover 
     financial futures contracts.

                                             See Notes to Financial Statements


FFTW Funds, Inc.
- -------------------------------------------------------------------------------
International Portfolio 
December 31, 1996 
- -------------------------------------------------------------------------------


GRAPH:  Comparison of Changes in Value of $10,000 Investment in International 
        Portfolio and the JP Morgan Global Government Bond Index (Non-U.S.
        Unhedged)

            Investment performance for the period ended December 31, 1996:
	                                                Total Return 	
				
		                                             Since Inception*		
	                                             	(Not Annualized)		

International Portfolio		                           6.66%		
				
JP Morgan Global Government Bond Index              7.02%
(Non-U.S. Unhedged)		            
	
* International Portfolio commenced operations on May 9, 1996.		


    The International Portfolio commenced operations on May 9, 1996.   The 
Portfolio's net assets totaled $35.7 million on December 31, 1996.  The 
Portfolio's objective is to achieve a high level of total return, consistent 
with the preservation of capital by investing in bonds from outside the U.S., 
denominated in non-U.S. currencies.  The Portfolio's average weighted duration 
may not exceed eight years.

   	The Portfolio was slightly overweighted in the higher yielding European bond
markets relative to the benchmark in the second quarter to account for
increasing global growth expectations and improving inflation expectations.  The
Japanese bond market was underweighted due to anticipated economic 
strengthening.  The markets witnessed a further decline in global bond yields 
during the third quarter due to slower than expected economic growth in the U.S.
and Japan, and only modestly stronger than expected growth in Germany.  European
high yielding markets continued to outperform with the help of declining 
domestic inflation and apparently stringent budgets.  Currencies barely changed 
in the quarter. 

   	In the fourth quarter, global inflation remained quiescent despite a modest 
rise in commodity prices.  For the Portfolio, duration was kept near the 
benchmark, reflecting the belief that global interest rates were near a trough. 
Within Europe, the Portfolio was overweighted in Spain and Sweden to benefit 
from a continued easing in monetary policy in these countries and the increasing
probability that yield differentials would approximate to the credit spreads 
implied by monetary union.  The adviser instituted a brief underweight exposure 
to the Japanese bond market before reverting to the view that domestic 
institutional cash flow would in fact support the bond market at the expense of 
the equity market until unequivocal economic recovery was underway. In 
currencies, the yen was underweighted in the Portfolio, predominantly in favor 
of the Canadian dollar.  In Europe, the Portfolio remained overweighted in 
higher yielding European currencies (i.e., sterling and peseta). 

   	Prospectively, the Portfolio holds an underweight position relative to the 
benchmark in Canadian bonds on the belief that, with the stronger than expected 
growth seen in the U.S. at year end, Canadian bond yields are likely to rise as 
U.S. bond yields rise in the coming months.  In currencies, the Portfolio 
continues to hold an overweighted position in higher yielding European 
currencies such as the peseta which should continue to outperform the 
deutschmark and the Swiss franc based on the interest rate differential and 
limited scope for depreciation.
	 
	

FFTW Funds, Inc.
- -------------------------------------------------------------------------------
International Portfolio - Schedule of Investments
December 31, 1996 
- -------------------------------------------------------------------------------
                                                     	Face	
                                                   	Amount (a)	       Value



Long-Term Investments - 73.1%			
			
Australia - 1.0%			
Australian Government, 10.000% due 2/15/06			
     (Cost - $368,153)	                     AUD	      400,000 	 $     372,404 
			
Canada - 3.4%			
Canadian Government, 7.000% due 12/1/06	    CAD	      980,000        	745,652
Canadian Government, 7.250% due 6/1/07	     CAD	      620,000        	478,319
     Total (Cost - $1,224,431)                                   			1,223,971
			
Denmark - 2.1%			
Kingdom of Denmark, 8.000% due 3/15/06			
     (Cost - $719,592)	                     DKK	    3,950,000        	737,414
			
Germany - 31.5%			
Deutschland Republic, 7.375% due 1/3/05	    DEM	    2,800,000      	2,017,817
Deutschland Republic, 8.000% due 7/22/02	   DEM	   12,430,000      	9,227,248
     Total (Cost - $11,337,065)	                                 		11,245,065
			
Italy - 9.0%			
Buoni Poliennali del Tes, 9.500% 
  due 2/1/06 	                              ITL	  590,000,000        	442,500
Buoni Poliennali del Tes, 9.500% 
  due 2/1/01	                               ITL	3,860,000,000      	2,790,780
     Total (Cost - $3,082,840)                                   			3,233,280
			
Japan - 6.7%			
Government of Japan, Ser. 184, 2.900% 
  due 12/20/05			
     (Cost - $2,463,723)	                   JPY	  272,000,000      	2,390,880
			
Netherlands - 4.6%			
Netherlands Government, 6.000% 
  due 1/15/06			
     (Cost - $1,605,744)	                   NLG	    2,760,000      	1,633,768
			
Spain - 3.3%			
Bonos y Obligacion del Estado, 10.150% 
  due 1/31/06 			
     (Cost - $1,162,904)                   	ESP	  124,900,000      	1,172,686
			
Sweden - 7.2%			
Kingdom of Sweden, 6.000% due 2/9/05       	SEK	    4,000,000        	568,580
Swedish Government, 11.000% due 1/21/99    	SEK	   12,100,000      	1,994,988
     Total (Cost - $2,561,635)	                                   		2,563,568
			
United Kingdom - 4.3%			
United Kingdom Treasury, 8.000% 
  due 12/7/15	                              GBP	      300,000        	533,108
United Kingdom Treasury, 9.000% due 8/6/12	 GBP	      530,000      	1,019,554
     Total (Cost - $1,403,053)	                                   		1,552,662
			
Total Long-Term Investments (Cost - $25,929,140)		                	26,125,698
			

Short-Term Investments - 44.4%			
			
Bank of Boston (Nassau) Time Deposit, 
  5.250% due 1/2/97		                              15,584,000  	$  15,584,000
U.S. Treasury Bill, 4.705% due 1/23/97* @		           100,000         	99,718
U.S. Treasury Bill, 5.035% due 1/23/97* @		           100,000	         99,697
U.S. Treasury Bill, 5.276% due 1/23/97* @		           100,000         	99,715
     Total (Cost - $15,883,097)	                                 		15,883,130
			
Total Investments - 117.5% (Cost - $41,812,237)		                 	42,008,828
			
Other Assets net of Liabilities - (17.5%)			                       (6,262,891)
			
Net Assets - 100.0%	                                        		  $  35,745,937
			
			
Summary of Abbreviations			
			
AUD 	Australian Dollar			
CAD 	Canadian Dollar			
DEM 	German Deutschemark			
DKK 	Danish Krone			
ESP 	Spanish Peseta			
GBP 	Great British Pound			
ITL 	Italian Lira			
JPY 	Japanese Yen			
NLG 	Netherlands Guilder			
SEK 	Swedish Krona			
			
			
(a)	Face amount shown in U.S. dollars unless otherwise indicated.
*	  Interest rate shown represents yield to maturity at date of purchase.
@	  Security, or a portion thereof, is held in a margin account to cover 
    financial futures contracts.

                                             See Notes to Financial Statements

FFTW Funds, Inc.
- -------------------------------------------------------------------------------
International-Hedged Portfolio
December 31, 1996    
- -------------------------------------------------------------------------------

             Investment performance for the periods ended December 31, 1996:
                                           		Average Annual Total Return	
                                                             			Since	
                                             		One         	Recommencement	
                                             		Year	        of Operations*	

International-Hedged Portfolio		              3.18%            	5.42%	
				
JP Morgan 3-Month Eurodeposit Index     		    5.82%	            5.87%					
JP Morgan Global Government Bond Index 
  (Non-U.S. Hedged)		                        12.22%           	13.01%	
				
*  The Portfolio redeemed all of its assets on December 30, 1994, and began 
selling shares again on September 14, 1995.  The total return (on an 
annualized basis) from its original inception of March 25, 1993 through December
30, 1994, was 5.39%, versus the JP Morgan Global Government Bond Index (Non-U.S.
Hedged), which had an annualized return of 2.98% for the same period, and the JP
Morgan 3-Month Eurodeposit Index, which had an annualized return of 4.05% for 
the same period.   The return stated is for the period commencing September 14,
1995.

   	The International-Hedged Portfolio seeks to achieve a high level of total 
return consistent with the preservation of capital by investing in bonds from 
outside the U.S., denominated in non-U.S. currencies but hedged into U.S. 
dollars.  The Portfolio is used exclusively by the adviser for the portion of 
its client base that seeks the incremental return that a limited exposure to the
international markets may bring.  The investment strategy employed by the 
adviser involves investing the Portfolio in a diversified international 
portfolio but swapping the return of the international index in exchange for a 
LIBOR-based payment to the Portfolio.  The success of this strategy should be 
measured relative to the JP Morgan 3-Month Eurodeposit Index (see above).  This 
strategy was not employed until mid-fourth quarter so an analysis of the past 
year's performance is not informative at this time. 


FFTW Funds, Inc.
- -------------------------------------------------------------------------------
International-Hedged Portfolio - Schedule of Investments
December 31, 1996 		
- -------------------------------------------------------------------------------
	Face	
	Amount (a)	 Value



Long-Term Investments - 69.3%			
   			
Australia - 1.7%			
Australian Government, 10.000% due 2/15/06			
    (Cost - $2,142,321)	                   AUD	    2,320,000  	 $   2,159,942 
			
Canada - 3.5%			
Canadian Government, 7.000% due 12/1/06			
    (Cost - $ 4,420,189)	                  CAD     	5,750,000 	     4,374,997 
			
Denmark - 1.9%			
Kingdom of Denmark, 8.000% due 3/15/06			
    (Cost - $2,410,117)                   	DKK   	 13,000,000 	     2,426,931 
			
Germany - 24.7%			
Bundesibligation Series 117, 5.125% 
  due 11/21/00	                            DEM	         1,000 	           668 
Deutschland Republic, 7.375% 
  due 1/3/05	                              DEM	    36,900,000 	    26,591,948 
Deutschland Republic, 8.000% 
  due 7/22/02	                             DEM	     6,400,000       4,750,957 
    Total (Cost - $31,678,333)			                                  31,343,573 
    			
Italy - 9.3%			
Buoni Poliennali del Tes, 9.500% 
  due 2/1/01			
    (Cost - $11,547,952)	                  ITL	16,300,000,000 	    11,784,900 
			
Netherlands - 4.1%			
Netherlands Government, 6.000% 
  due 1/15/06			
    (Cost - $5,167,702)	                   NLG      8,700,000       5,149,922 
			
Spain - 3.3%			
Bonos y Obligacion del Estado, 10.150% 
  due 1/31/06 	                            ESP	   446,000,000       4,187,494 
Spanish Government, 12.250% 
  due 3/25/00	                             ESP	       120,000 	         1,095  
    Total (Cost - $4,197,494)			                                    4,188,589 
    			
Sweden - 14.7%			
Swedish Government, 11.000% due 1/21/99			
    (Cost - $18,897,091)                  	SEK	   113,000,000 	    18,630,875 
			
United Kingdom - 6.1%			
United Kingdom Treasury, 9.000% 
  due 8/6/12			
    (Cost - $7,171,427)	                   GBP	    4,000,000 	      7,694,744 
			
Total Long-Term Investments (Cost - $87,632,626)			                87,754,473 

Short-Term Investments - 25.5%			
			
Bank of Boston (Nassau) Time Deposit, 
  5.250% due 1/2/97		                             26,597,000  	 $  26,597,000 
FNMA DN, 5.220% due 1/17/97*		                     4,000,000 	      3,990,720 
U.S. Treasury Bill, 4.638% due 1/23/97* @		          100,000           99,697 
U.S. Treasury Bill, 5.095% due 1/23/97*		            100,000	          99,722
U.S. Treasury Bill, 5.130% due 1/23/97*	            	750,000         	747,713
U.S. Treasury Bill, 5.115% due 1/23/97*	            	750,000         	747,706 
    Total (Cost - $32,282,558)	                                  		32,282,558 
			
Total Investments - 94.8% (Cost - $119,915,184)	                		120,037,031 
			
Other Assets net of Liabilities - 5.2%		                           	6,608,080
			
Net Assets - 100.0%			                                          $ 126,645,111 
			
		
		
Summary of Abbreviations			
			
AUD 	Australian Dollar			
CAD 	Canadian Dollar			
DEM 	German Deutschemark			
DKK 	Danish Krone			
DN  	Discount Note			
ESP 	Spanish Peseta			
GBP 	Great British Pound			
ITL 	Italian Lira			
JPY 	Japanese Yen			
NLG 	Netherlands Guilder			
SEK 	Swedish Krona			
			
			
(a)	 Face amount shown in U.S. dollars unless otherwise indicated.
*	   Interest rate shown represents yield to maturity at date of purchase.
@	   Security, or a portion thereof, is held in a margin account to cover 
     financial futures contracts.

                                            See Notes to Financial Statements



FFTW Funds, Inc.
- ------------------------------------------------------------------------------
Statements of Assets and Liabilities 
December 31, 1996                                              U.S. Portfolios
- ------------------------------------------------------------------------------


                                          U.S. Short-Term      Stable Return
                                              Portfolio          Portfolio

Assets					
Investments in securities, at value 
  (Cost - $350,125,316 and 
   $41,370,191, respectively)	          	$  350,424,204	(a)	  $   41,484,359 	

Cash		                                              673	                	806	
Foreign cash (Cost - $0 and $24,102, 
  respectively)		                                     -	             	23,426	
Receivable from Investment Adviser	             	49,164              		5,760	
Receivable for securities sold	                  	4,201            		995,628	
Receivable for fund shares sold	             	3,500,000                  		-	
Interest receivable                         		2,433,157            		593,694	
Receivable for variation margin		                 5,052	                  	-	
Net unrealized appreciation of forward 
  foreign exchange contracts	                   	14,532              		4,360	
Other assets	                                   	31,186              		3,582	
    	Total assets	                          356,462,169          	43,111,615	
					
Liabilities					
Payable for securities purchased		            1,142,445                  		-	
Sanwa Bank Reverse Repurchase 
  Agreement, 6.000% due 1/2/97;
  Issued 12/31/96 (Collateralized 
  by $1,000,000 U.S. Treasury Note,
  5.875% due 11/30/01)		                              -		            992,500	
Distributions payable from income		               3,497		                  - 	
Accrued expenses and other liabilities	         	59,513	             	18,654	
    	Total liabilities	                       1,205,455	          	1,011,154	
					
					
Net Assets		                              $ 355,256,714     		 $  42,100,461 	
					
Shares Outstanding (par value $0.001)		      36,066,356 	         	4,241,463	
					
Net Asset Value Per Share		               $        9.85      		$        9.93 	
					
Components of Net Assets:					
					
Capital stock at par value ($.001)		      $      36,066      		$       4,241 	
Capital stock in excess of par value	      	361,039,399	         	41,934,649	
Undistributed investment income, net	           	19,640                  		-	
Accumulated net realized gain (loss)	       	(6,315,589)	            	43,462	
Net unrealized appreciation on 
  investments, financial futures 
  contracts and translation of 
  other assets and liabilities 
  denominated in foreign currency	            	477,198             		118,109	
		                                       $ 355,256,714		       $  42,100,461 	
					
					
					
(a)  Includes repurchase agreements amounting to $50,000,000.
                                 
                                            See Notes to Financial Statements

FFTW Funds, Inc.
- -------------------------------------------------------------------------------
Statements of Assets and Liabilities (continued)
December 31, 1996                                              U.S. Portfolios
- ------------------------------------------------------------------------------- 

                                                                 Mortgage
                                                               Total Return
                                                                 Portfolio

					
Assets				
Investments in securities, at value (Cost - $485,246,524)		   $  484,738,851		
Investments in swap contracts, at value                                 	760		
Receivable from Investment Adviser	                                  	32,012		
Receivable for securities sold	                                  	17,604,528		
Receivable for securities sold short                           		109,789,853		
Receivable for paydown of principal	                                	889,498		
Receivable for fund shares sold                                 		19,800,000		
Interest receivable                                              		3,102,342		
Receivable for variation margin                                     	248,475		
Other assets                                                          	8,783		
    	Total assets	                                               636,215,102		
				
Liabilities				
Payable for securities purchased	                               	271,073,906		
Payable for fund shares redeemed                                		34,600,000		
Market value of securities sold short		                          109,263,004		
Due to custodian                                                   		227,280		
Accrued expenses and other liabilities	                              	61,123		
    	Total liabilities	                                          415,225,313		
				
				
Net Assets	 	                                                  $ 220,989,789		
				
Shares Outstanding (par value $.001)	                            	21,755,700		
				
Net Asset Value Per Share                                    		$       10.16		
				
Components of Net Assets:				
				
Capital stock at par value ($.001)                                  		21,756		
Capital stock in excess of par value                           		221,509,004		
Temporary overdistribution of investment income, net	            	(1,260,264)		
Accumulated net realized gain                                      		262,030		
Net unrealized appreciation on investments, and 
  financial futures and options contracts	                           457,263		
		                                                             $ 220,989,789		

                                           See Notes to Financial Statements				



FFTW Funds, Inc.
- -------------------------------------------------------------------------------
Statements of Assets and Liabilities (continued)
December 31, 1996                            Global & International Portfolios
- -------------------------------------------------------------------------------

                                             Worldwide       Worldwide-Hedged
                                             Portfolio          Portfolio

Assets				
Investments in securities, at value 
  (Cost - $80,587,810 and $30,326,914, 
  respectively)		                          $  80,357,738    		 $  30,383,135 
Cash                                               		143             		6,169
Foreign cash (Cost - $898,776 and 
  $294,675, respectively)	                      	889,257           		291,019
Receivable from Investment Adviser               		8,349	            	11,463
Receivable for securities sold		                  27,151                 		-
Interest receivable	                          	1,478,849           		675,101
Variation margin receivable                     		10,111                 		-
Net unrealized appreciation of forward 
  foreign exchange contracts	                   	182,034	           	112,514
Other assets                                    		11,030	             	4,955
    	Total assets                            	82,964,662	        	31,484,356
				
Liabilities				
Payable for securities purchased	             	7,802,280	         	1,432,439
Distributions payable from income	              	196,046		                 -  
Accrued expenses and other liabilities	          	26,899            		28,260
    	Total liabilities	                        8,025,225	         	1,460,699
				
Net Assets		                               $  74,939,437     		$  30,023,657 
				
Shares Outstanding (par value $.001)	         	7,773,118         		2,751,010
				
Net Asset Value Per Share		                $        9.64 	   	 $       10.91 
				
Components of Net Assets:				
				
Capital stock at par value ($.001)		       $       7,773     		$       2,751 
Capital stock in excess of par value		        85,019,109	        	30,726,896
Undistributed investment income, net	                 	-	           	268,063
Accumulated net realized loss		              (10,167,778)	       	(1,130,463)
Net unrealized appreciation on 
  investments, financial futures 
  contracts, and translation of other 
  assets and liabilities denominated 
  in foreign currency	                           	80,333		           156,410
		                                         $  74,939,437		     $  30,023,657
				
				
				                                         See Notes to Financial Statements


FFTW Funds, Inc.
- -------------------------------------------------------------------------------
Statements of Assets and Liabilities (continued)
December 31, 1996                            Global & International Portfolios
- -------------------------------------------------------------------------------

                                          International   International-Hedged
                                             Portfolio         Portfolio

Assets				
Investments in securities, at value 
  (Cost - $41,812,237 and 
  $119,915,184, respectively)		           $  42,008,828 		     $ 120,037,031 
Cash	                                                	-	                	206
Foreign cash (Cost - $120,850 and 
  $553,879, respectively)		                     117,829            		547,415
Receivable from Investment Adviser		             12,802	              	2,075
Receivable for securities sold	                  	3,953		                  - 
Interest receivable	                         	1,035,815	          	5,122,754
Swap contract receivable	                            	-	          	1,244,538
Receivable for variation margin                 		1,307                  		-
Net unrealized appreciation of forward 
  foreign exchange contracts		                   51,117                  		-
Other assets	                                    	5,447              		9,844
    	Total assets                           	43,237,098	        	126,963,863
				
Liabilities				
Payable for securities purchased		            7,450,405		                  - 
Net unrealized depreciation of forward 
  foreign exchange contracts                        		-            		284,472
Accrued expenses and other liabilities         		40,756             		34,280
    	Total liabilities                       	7,491,161	            	318,752
				
Net Assets		                              $  35,745,937		      $ 126,645,111
  				
Shares Outstanding (par value $.001)        		3,506,088         		12,924,222
				
Net Asset Value Per Share		               $       10.20     		 $        9.80 
				
Components of Net Assets:				
				
Capital stock at par value ($0.001)		     $       3,506      		$      12,925 
Capital stock in excess of par value       		35,386,013	        	128,010,835
Accumulated net realized gain (loss)          		242,551	           	(700,724)
Net unrealized appreciation (depreciation) 
  on investments, financial futures   
  contracts, and translation of other assets 
  and liabilities denominated in foreign 
  currency		                                   113,867		            (677,925) 
		                                       $  35,745,937       		$ 126,645,111
				
				                                         See Notes to Financial Statements


FFTW Funds, Inc.
- -------------------------------------------------------------------------------
Statements of Operations 
For the Year Ended December 31, 1996                           U.S. Portfolios
- -------------------------------------------------------------------------------
<TABLE>
<S>                                        <C>                 <C>                <C>           
                                                                                     Mortgage        
                                             U.S. Short-Term     Stable Return     Total Return
                                               Portfolio           Portfolio         Portfolio*
Investment Income					
Interest		                                    $  29,467,279	    	$   1,414,294		   $   5,163,924  
						
Expenses					
Investment advisory fees	                           846,754		           35,493		         189,133
Administration fees	                                288,865	           	13,271		          36,852
Custodian fees	                                     245,548	           	22,126		          72,904
Shareholder recordkeeping fees	                      40,686		            1,563		             818
Legal fees                                           	5,230	              	686		           2,030   
Audit fees	                                          37,074           		24,449		          26,400   
Directors' fees                                     	39,168	            	1,661		           6,072   
SEC filing fees                                     	10,607	              	121		               -    
Other fees and expenses                             	60,292	            	3,681		          11,081
    	Total operating expenses	                    1,574,224	          	103,051		         345,290
						
Waiver of investment advisory fees                	(238,878)         		(33,781)		        (61,591)
    	Operating expenses, net	                     1,335,346	           	69,270		         283,699
						
Interest expense	                                   642,082	           	40,276		         273,617
    	Total expenses	                              1,977,428		          109,546		         557,316
						
Investment income, net	                          27,489,851	        	1,304,748		       4,606,608
						
Net Realized and Unrealized Gain (Loss) on 
Investments, Financial Futures and Options 
Contracts,	and Foreign Currency-Related 
Transactions					
					
Net realized gain (loss) on investments	           (932,605)	         	243,199		         600,256
						
Net realized loss on financial futures and 
  options contracts	                               (843,701)	              	-		         (221,042)
						
Net realized loss on foreign currency-
  related transactions	                             (15,327)	         	(64,649)	              	-
					
Net unrealized appreciation 
  (depreciation) on investments	                    (58,968)	          	84,920	          	19,937
						
Net unrealized appreciation on 
  financial futures and options contracts	          174,207		                -		         437,326
					
Net unrealized appreciation on other 
  assets and liabilities denominated in 
  foreign currency	                                  15,560	            	3,941		               -
						
     Net realized and unrealized gain 
     (loss) on investments, financial 
     futures and options contracts					
     and foreign currency-related 
     transactions	                               (1,660,834)		         267,411		         836,477   
					
     Net Increase in Net Assets Resulting 
     From Operations	                         $  25,829,017	    	$   1,572,159		   $   5,443,085
</TABLE>
                                             See Notes to Financial Statements
*Commencement of Operations was April 29, 1996

FFTW Funds, Inc.
- ------------------------------------------------------------------------------
Statement of Operations (continued)
For the year Ended December 31, 1996         Global & International Portfolios
- ------------------------------------------------------------------------------
                                              Worldwide       Worldwide-Hedged
                                              Portfolio          Portfolio


Investment Income						
Interest				                              $   5,808,233 		      $   1,670,781 
   						
Expenses						
Investment advisory fees				                    379,871              		67,821
Administration fees				                          56,202 	              16,069 
Custodian fees				102,969		                      57,734 
Shareholder recordkeeping fees				                9,986		               2,559 
Legal fees		                                    		1,474	                  397 
Audit fees				                                   31,537 	              30,276 
Directors' fees				                               8,787 	               2,383 
SEC filing fees			                               	6,958	               	6,260
Other fees and expenses				                      17,491 	               4,753 
						
    	Total operating expenses			                615,275 		            188,252 
						
Waiver of investment advisory fees				          (45,469)		            (66,174)
						
     	Operating expenses, net			                569,806 		            122,078 
						
Investment income, net				                    5,238,427             1,548,703 
						
Net Realized and Unrealized Gain (Loss) On
Investments, Financial Futures Contracts, 
and Foreign Currency-Related Transactions				
						
Net realized gain on investments 			         	1,589,481	             	855,795
						
Net realized gain on financial						
futures contracts                           				281,612	               	1,609
						
Net realized gain (loss) on foreign 						
currency-related transactions			            	(1,257,815)            		603,107
						
Net unrealized depreciation on investments			(1,652,262)	           	(492,204)
						
Net unrealized depreciation on						
financial futures contracts			                 	(14,961)            		(32,918)
						
Net unrealized appreciation on other
assets	and liabilities denominated in 
foreign currency		                            		569,513	             	220,904
						
    	Net realized and unrealized gain 
     (loss)	on investments, financial 
     futures contracts,	and foreign 
     currency-related transactions			          (484,432)	         	1,156,293
						
    	Net Increase in Net Assets					
	    Resulting From Operations			         $   4,753,995 		     $   2,704,996 

                                            See Notes to Financial Statements

FFTW Funds, Inc.
- -------------------------------------------------------------------------------
Statements of Operations (continued)
For the Year Ended December 31, 1996        Global & International Portfolios
- -------------------------------------------------------------------------------
                                                               International-
                                           International          Hedged
                                             Portfolio*          Portfolio
Investment Income						
Interest				                              $     924,077		      $   2,806,766
   						
Expenses						
Investment advisory fees			                     	58,439	            	213,703
Administration fees			                           	8,601	             	31,337
Custodian fees	                               			36,469	             	52,660
Shareholder recordkeeping fees	                  			551	              	3,090
Legal fees                                      				509	                	527
Audit fees		                                   		26,400	             	30,364
Directors' fees		                                 		882              		5,487
SEC filing fees	                                   			-	              	7,605
Other fees and expenses		                       		1,924	              	9,417
						
    	Total operating expenses                			133,775		            354,190
						
Waiver of investment advisory fees			          	(46,117)	           	(33,636)
						
    	Operating expenses, net	                  		87,658            		320,554
						
Investment income, net		                      		836,419          		2,486,212
						
Net Realized and Unrealized Gain (Loss) 
on Investments, Financial Futures Contracts, 
and Foreign Currency-Related Transactions			
						
Net realized gain on investments            				785,345	          	1,104,475
						
Net realized gain on financial futures  
and swap contracts			                          	180,067            		729,425
						
Net realized loss on foreign						
currency-related transactions		              		(446,566)        		(1,379,202)
 						
Net unrealized appreciation (depreciation) 
on investments				                              196,591		         (1,109,948)
						
Net unrealized depreciation on 						
financial futures contracts		                		(124,629)          		(315,620)
						
Net unrealized appreciation (depreciation) 
on other assets and liabilities denominated 
in foreign currency				                          41,905		           (174,186)
						
    	Net realized and unrealized gain (loss) 
     on investments, financial futures					
	    contracts, and on foreign currency-
     related transactions			                    632,713		         (1,145,056)
					
    	Net Increase in Net Assets					
    	Resulting From Operations			         $   1,469,132		      $   1,341,156


*  Commencement of Operations was May 9, 1996.	
                                             See Notes to Financial Statements

			
FFTW Funds, Inc.
- ------------------------------------------------------------------------------
Statements of Changes in Net Assets
For the Years Ended                                            U.S. Portfolios
- ------------------------------------------------------------------------------
<TABLE>
<S>                                        <C>              <C>              <C>              <C>                 
                                                   	U.S. Short-Term	                  Stable Return              
                                                      	Portfolio	                       Portfolio
                                      				  Dec. 31, 1996	 	 Dec. 31, 1995 		 Dec. 31, 1996		  Dec. 31, 1995    

Increase (Decrease) in Net 
Assets From Operations										
Investment income, net				                  $  27,489,851 		 $  21,144,400 		 $   1,304,748 	  $     282,869 
										
Net realized gain (loss) on investments, 
financial	futures and options contracts, 
and foreign currency-related transactions				  (1,791,633)	    	  (931,205)		       178,550		        179,897 
										
Net unrealized appreciation on investments,										
financial futures and options contracts, 
and other	assets and liabilities 
denominated in foreign	currencies		               130,799		        761,484    	     	88,861		         35,872 
										
Net increase in net assets resulting										
from operations				                           25,829,017		      20,974,679 	     	1,572,159		        498,638 
 										
Distributions to Shareholders										
From investment income, net		               		27,489,851		      21,144,400 	     	1,304,748		        282,195 
										
In excess of investment income, net			                	-		             318         		   674		              - 
										
From net realized gain on investments,							
and foreign currency-related transactions	             -		               -		        138,326		              -
										
Total Distributions			                       	27,489,851		      21,144,718 		     1,443,748		        282,195 
										
Capital Share Transactions, Net		         		(100,507,754)		    166,900,473 		    36,891,983		        525,285 
										
Total increase (decrease) in net assets		 		(102,168,588)		    166,730,434 		    37,020,394		        741,728 
										
Net Assets										
    	Beginning of period			                  457,425,302		     290,694,868    		  5,080,067		      4,338,339 
										
	    End of period			                      $ 355,256,714 		  $ 457,425,302 		 $  42,100,461 		  $  5,080,067 
										
Undistributed Investment Income, Net				   $      19,640 	  	$      72,341 	  $           -    	$        674 
</TABLE>
                                            See Notes to Financial Statements

FFTW Funds, Inc.
- ------------------------------------------------------------------------------
Statement of Changes in Net Assets (continued)
For the Period Ended                                          U.S. Portfolios
- ------------------------------------------------------------------------------
                                                            Mortgage Total 
                                                           Return Portfolio
                                                          December 31, 1996*

Increase in Net Assets 
From Operations										
Investment income, net								                                $   4,606,608 		
										
Net realized gain on investments, short sales,										
and financial futures and options contracts				                				 379,214		
										
Net unrealized appreciation on investments,										
short sales, and financial futures and										
options contracts					                                           			457,263		
										
Net increase in net assets resulting										
from operations							                                           	5,443,085		
										
Distributions to Shareholders										
From investment income, net							                               	4,606,608		
										
In excess of investment income, net				                       				1,260,264		
										
From net realized gain on investments, short sales, 
and financial futures and options contracts								                 117,184		
										
Total Distributions	                                         					5,984,056		
										
Capital Share Transactions, Net			                         					221,530,760		
										
Total increase in net assets							                            	220,989,789		
										
Net Assets										
    	Beginning of period					                                           		-		
										
    	End of period							                                     $ 220,989,789		
										
                                             See Notes to Financial Statements
*Commencement of operations was April 29, 1996

FFTW Funds, Inc.
- ------------------------------------------------------------------------------
Statement of Changes in Net Assets (continued)
For the Years Ended                          Global & International Portfolios
- ------------------------------------------------------------------------------
<TABLE>
<S>                                          <C>              <C>              <C>              <C>                  
                                                         Worldwide                    Worldwide-Hedged
                                                         Portfolio                        Portfolio             
                                              Dec. 31, 1996    Dec. 31, 1995    Dec. 31, 1996    Dec. 31, 1995
Increase (Decrease) in Net
Assets  From Operations										
Investment income, net				                    $   5,238,427 	 	$   2,845,363 		 $   1,548,703 		 $     751,559 
										
Net realized gain on investments,										
financial futures contracts, and on										
foreign currency-related transactions       				    613,278		      1,227,250 	    	 1,460,511		        804,916 
										
Net unrealized appreciation (depreciation) 										
on investments, financial futures contracts,										
and assets and liabilities denominated										
in foreign currency			                          	(1,097,710)		     1,139,533 		      (304,218)		       460,628 
										
Net increase in net assets 										
resulting from operations			                      4,753,995	    	  5,212,146 	      2,704,996		      2,017,103 
										
Distributions to Shareholders										
From investment income, net		                   		5,238,427	  	   1,452,532 		      1,548,703		      1,115,901
										
In excess of investment income, net	                   			-		             -		         977,659		              -
										
From net realized gain on investments,										
financial futures contracts, and foreign										
currency-related transactions		                   		738,137	             	-		               -		              -
										
From capital stock in excess of par value		       		794,254     		1,393,024           		    -		              -
										
Total Distributions		                           		6,770,818	   	  2,845,556 		      2,526,362		      1,115,901 
										
Capital Share Transactions, Net				              (9,229,917)		   30,098,106 		      1,590,193		     27,080,903 
										
Total increase (decrease) in net assets	     			(11,246,740)		   32,464,696 		      1,768,827		     27,982,105 
										
Net Assets										
    	Beginning of period                      			86,186,177    		53,721,481 	    	 28,254,830		        272,725 
										
    	End of period			                         $  74,939,437 		$  86,186,177 		  $  30,023,657 		 $  28,254,830 
										
Undistributed Investment Income, Net				      $           - 		$           - 		  $     268,063 		 $     655,997 
</TABLE>

                                            See Notes to Financial Statements

FFTW Funds, Inc.
- ------------------------------------------------------------------------------
Statements of Changes in Net Assets (continued)
For the Years Ended                           Global & International Portfolios
- ------------------------------------------------------------------------------
<TABLE>
<S>                                          <C>              <C>              <C>             
                                              International              International- 
                                                Portfolio              Hedged Portfolio              
                                              Dec. 31, 1996*   Dec. 31, 1996    Dec. 31, 1995**
Increase (Decrease) in Net 
Assets From Operations									
Investment income, net					                   $     836,419 		 $   2,486,212 		 $   1,405,519 
									
Net realized gain on investments,									
financial futures and swap contracts, and									
foreign currency-related transactions				          	518,846		        454,698		        186,248 
									
Net unrealized appreciation (depreciation)
on	investments, financial futures, and 
assets and	liabilities denominated in 
foreign currency			                               		113,867     		(1,599,754)		       921,829 
									
Net increase in net assets resulting									
from operations		                              			1,469,132      		1,341,156		      2,513,596 
									
Distributions to Shareholders									
From investment income, net			                    		836,419	      	2,486,212		      1,405,519 
									
In excess of investment income, net	                  				-	              	-		          2,023
									
From net realized gain on investments, 
financial futures and swap contracts, 
and foreign currency-related transactions				      	276,295	        	454,698		              -
									
In excess of net realized gain on 
investments,	financial futures and 
swap contracts, and foreign currency-
related transactions					                                 -		        801,949		              -
									
From capital stock in excess of par value					            -		      1,305,588		              -
									
Total Distributions		                          			1,112,714	      	5,048,447		      1,407,542 
									
Capital Share Transactions, Net			             		35,389,519	     	96,347,515		     32,898,833 
									
Total increase in net assets					                35,745,937     		92,640,224		     34,004,887 
									
Net Assets									
    	Beginning of period	                              			-		     34,004,887		              - 
									
    	End of period				                        $  35,745,937 		 $ 126,645,111 		 $  34,004,887 
									
Undistributed Investment Income, Net					     $           - 		 $           - 		 $     105,438 
</TABLE>
									

*   Commencement of operations was May 9, 1996.
**  The Portfolio was fully liquidated on December 30, 1994 and recommenced 
    operations on September 14, 1995.
		
                                            See Notes to Financial Statements
			

FFTW Funds, Inc.
- ------------------------------------------------------------------------------
Financial Highlights
                                                     U.S. Short-Term Portfolio
- ------------------------------------------------------------------------------
<TABLE>
<S>                                 <C>              <C>              <C>              <C>              <C>            
                                     	                      For the Year Ended
For a share outstanding	             Dec. 31, 1996  		Dec. 31, 1995  		Dec. 31, 1994  		Dec. 31, 1993	  	Dec. 31, 1992   
throughout the period:	

Per Share Data									
Net asset value, beginning of 
  period	                            $        9.88		   $      9.89		   $        9.98		  $       10.00		  $       10.00
									
Increase (Decrease) From									
Investment Operations									
Investment income, net	                       0.55		          0.56		            0.44		           0.32		           0.34
									
Net realized and unrealized gain									
(loss) on investments, and financial									
futures and options contracts, and									
foreign currency-related transactions	       (0.03)	        	(0.01)		          (0.08)		         (0.03)		          0.01
									
Total from investment operations             	0.52	          	0.55		            0.36		           0.29		           0.35
									
Less Distributions									
From investment income, net	                  0.55		          0.56		            0.45		           0.31		           0.34
									
In excess of investment income, net	             -		          0.00	*	           0.00	*	             -	     	         -
									
From net realized gain on investments,									
and financial futures and options 
contracts	                                       -		             -		               -		              -		           0.01
									
Total distributions	                          0.55		          0.56		            0.45		           0.31		           0.35
									
Net asset value, end of period	        $      9.85		   $      9.88		      $     9.89		    $      9.98	   	$      10.00
									
Total Return	                                 5.45%		         5.71%		           3.71%		          2.88%		          3.45%
									
Ratios/Supplemental Data									
Net assets, end of period	           $ 355,256,714		  $ 457,425,302		  $ 290,694,868		  $ 417,727,821	  	$ 682,513,193  
									
Ratio of operating expenses									
to average net assets, exclusive 
of interest expense (a)	                      0.27%		          0.40%		          0.40%		          0.40%		          0.40%
									
Ratio of operating expenses									
to average net assets, inclusive 
of interest expense (a)	                      0.40%	          	0.51%		          0.43%		          0.48%		          0.43%
									
Ratio of investment income,									
net to average net assets	                    5.62%		          5.64%		          4.14%		          3.28%		          3.37%
									
Decrease in above ratios									
due to waiver of investment 
advisory fees	                                0.05%		          0.07%		          0.08%		          0.03%		             -
</TABLE>
									
									
(a) Net of waivers	
(b) Annualized	
	
* Rounds to less than $0.01.	                See Notes to Financial Statements




FFTW Funds, Inc.
- -------------------------------------------------------------------------------
Financial Highlights (continued) 
                                                       Stable Return Portfolio
- -------------------------------------------------------------------------------
<TABLE>
<S>                                    <C>              <C>              <C>              <C>             
                                    	           For the Year Ended		                        Period From            
For a share outstanding					                                                               July 26, 1993* to
throughout the period:	                 Dec. 31, 1996	  	Dec. 31, 1995  		Dec. 31, 1994  		Dec. 31, 1993


Per Share Data						
Net asset value, beginning of period		  $       10.00		  $        9.55 	 	$        9.95    $       10.00 						

Increase (Decrease) From						
Investment Operations						
Investment income, net	                         	0.55		           0.60 		          0.43             0.14
						
Net realized and unrealized gain 
(loss)	on investments, financial 
futures contracts, and foreign 
currency-related transactions		                 (0.04)		          0.45 		         (0.40)            0.05
						
Total from investment operations		               0.51		           1.05 		          0.03             0.19
						
Less Distributions						
From investment income, net		                    0.55		           0.60 		          0.43             0.14
						
In excess of investment income, net      	       0.00**	             -		              -	               - 
						
From net realized gains on investments,						
financial futures contracts, and 
currency-related transactions		                  0.03		              - 		             -             0.03
						
In excess of net realized gain on 
investments and financial futures 
contracts	                                         	-		              - 		             -             0.07
						
Total distributions		                            0.58		           0.60 		          0.43             0.24
						
Net asset value, end of period		           $     9.93		    $     10.00 		   $      9.55        $    9.95
					
Total Return		                                   5.29%		         11.26% 		         0.29%            4.27% (b)
						
Ratios/Supplemental Data						
Net assets, end of period		             $  42,100,461		  $   5,080,067 	  $   4,338,339    $   3,482,439  
						
Ratio of operating expenses  						
to average net assets, exclusive 
of interest expense (a)		                        0.31%		          0.50%		          0.50%            0.50% (b)
						
Ratio of operating expenses						
to average net assets, inclusive 
of interest expense (a)		                        0.49%		          1.41%		          1.74%            0.50% (b)
						
Ratio of investment income, 						
net to average net assets		                      5.79%		          6.09%	   	       4.43%            3.68% (b)
						
Decrease in above ratios						
due to waiver of investment						
advisory fees and reimbursement						
of other expenses		                              0.15%		          0.53%		          0.57%            1.46% (b)
						
Portfolio Turnover		                            1,387%		         1,075%	 	          343%           1,841%


(a)  Net of waivers and reimbursements.
(b)  Annualized
*    Commencement of Operations
**   Rounds to less than $.01


FFTW Funds, Inc.
- -------------------------------------------------------------------------------
Financial Highlights (continued)
                                              Mortgage Total Return Portfolio
- -------------------------------------------------------------------------------

                                                           		Period From		
                                                         		April 29, 1996 *				
For a share outstanding	                                  	to Dec. 31, 1996				
throughout the period:						



Per Share Data									
Net asset value, beginning of period				                   $          10.00 	
									
Increase From Investment 
Operations									
Investment income, net			                                             	0.41					
									
Net realized and unrealized gain on									
investments, short sales, and financial									
futures and options contracts	                                      			0.23 		
									
Total from investment operations	                                   			0.64					
									
Less Distributions									
From investment income, net				                                        0.41					
									
In excess of investment income, net		                                		0.06					
									
From net realized gain on investments,
short sales, and financial futures and 
options contracts			                                                   0.01					
									
Total distributions			                                                 0.48					
									
Net asset value, end of period				                         $          10.16 	
									
Total Return		                                                       		6.54%	(c)
									
Ratios/Supplemental Data									
Net assets, end of period				                                 $ 220,989,789 					
									
Ratio of operating expenses									
to average net assets, exclusive of 
interest expense (a)				                                               0.45%	(b)
									
Ratio of operating expenses									
to average net assets, inclusive of
interest expense (a)				                                               0.88%	(b)
									
Ratio of investment income,									
net to average net assets		                                          		7.61%	(b)
									
Decrease reflected in above ratios									
due to waiver of investment									
advisory fees	                                                      			0.10%	(b)
									
Portfolio turnover		                                                  		590%		
									

(a)  Net of waivers.	
(b)  Annualized	
(c)  Not annualized	
*    Commencement of Operations	See Notes to Financial Statements



FFTW Funds, Inc.
- -------------------------------------------------------------------------------
Financial Highlights (continued) 
                                                           Worldwide Portfolio
- -------------------------------------------------------------------------------

</TABLE>
<TABLE>
<S>                              <C>              <C>              <C>             <C>              <C>                
                                                       	For the Year Ended		                         Period From
For a share outstanding	          Dec. 31,	1996    Dec. 31,	1995    Dec. 31,	1994   Dec. 31, 1993   	April 15, 1992* to 
throughout the period:	                                                                              Dec. 31, 1992

Per Share Data											
Net asset value, beginning 
of period		                       $        9.83		  $        9.27 		 $       10.02 		$        9.98 		 $       10.00 	
											
Increase (Decrease) From											
Investment Operations											
Investment income, net		                   0.53		           0.58 		          0.50 		         0.45 		          0.39 	
											
Net realized and unrealized 
gain (loss)	on investments, 
financial futures contracts,											
and foreign currency-related 
transactions		                             0.01		           0.56 		         (0.74)		         1.04 		          0.53 	
											
Total from investment operations		         0.54		           1.14 		         (0.24)		         1.49 		          0.92 	
											
Less Distributions											
From investment income, net		              0.53		           0.30 		          0.20 		         0.45 		          0.39 	
											
In excess of investment 
  income, net                               		-		              - 		          0.01 		            -		              -	
											
From net realized gain on 
investments,	financial futures 
contracts,		and foreign currency-
related transactions			                    0.09		              - 		             -		          0.87 		          0.55 	
											
In excess of net realized gain on 
investments,	financial futures 
contracts, and foreign currency-
related transactions	                       		-		              -        		      -		          0.13 		          0.00 **
											
From capital stock in excess of 
par value		                                0.11		           0.28 		          0.30 		            -		              -	
											
Total distributions		                      0.73		           0.58 		          0.51 		         1.45 		          0.94 	
											
Net asset value, end of period	    	$      9.64	    	$      9.83   	 	$      9.27 		  $     10.02   		  $     9.98 	
											
Total Return	                              	5.77%		        12.60% 		        (2.25%)		       15.86% 	    	    13.46% (b)
											
Ratios/Supplemental Data											
Net assets, end of period		         $ 74,939,437		  $ 86,186,177 		  $ 53,721,481  		$217,163,036 	 	  $82,757,009 	
											
Ratio of operating expenses 
to average	net assets, exclusive 
of interest expense (a)		                   0.60%		         0.60%		          0.60%		         0.59%		          0.60%	(b)
											
Ratio of operating expenses 
to average	net assets, inclusive 
of interest expense (a)		                   0.60%		         0.60%		          0.63%		         0.86%		          0.79%	(b)
											
Ratio of investment income, net 
to average	net assets		                     5.52%		         6.13%		          5.11%	   	      4.48%		          5.39%	(b)
											
Decrease in above ratios due to											
waiver of investment advisory 
fees and	reimbursement of other 
expenses		                                  0.05%		         0.30%		          0.02%		            -		           0.72%	(b)
											
Portfolio turnover	                       	1,126%		        1,401%		         1,479%		        1,245%		           850%	
</TABLE>


(a)  Net of waivers and reimbursements.	
(b)  Annualized	
*    Commencement of Operations	
**   Rounds to less than $0.01.	
                                            See Notes to Financial Statements


FFTW Funds, Inc.
- -------------------------------------------------------------------------------
Financial Highlights (continued)
                                                    Worldwide-Hedged Portfolio
- -------------------------------------------------------------------------------
<TABLE>
<S>                                <C>              <C>              <C>              <C>              <C>                  
                                                        	For the Year Ended	                            Period From
For a share outstanding	            Dec. 31, 1996   	Dec. 31,	1995    Dec. 31,	1994    Dec. 31,	1993    May 19, 1992* to
throughout the period:	                                                                                 Dec. 31, 1992


Per Share Data											
Net asset value, beginning of 
period		                            $       10.85		  $       10.41  		$       10.08 		 $        9.85 		  $      10.00 	
											
Increase From Investment											
Operations											
Investment income, net		                     0.62		           0.45		           0.34 		          0.45 		          0.32 	
											
Net realized and unrealized gain 
on	investments, financial futures 
contracts, and foreign currency-
related transactions	                       	0.43		           0.66		           0.43 (c)	        0.76 		          0.25 	
											
Total from investment operations		           1.05		           1.11 		          0.77 		          1.21 		          0.57 	
											
Less Distributions											
From investment income, net		                0.62		           0.67		           0.44 		          0.45 		          0.32 	
											
In excess of investment income, net		        0.37		              -		           0.00	**	            -		              -	
											
From net realized gain on 
investments,	financial futures 
contracts, and foreign											
currency-related transactions		                 -		              - 		             -		           0.53		           0.40	
											
Total distributions	                        	0.99		           0.67		           0.44		           0.98		           0.72	
											
Net asset value, end of period		      $     10.91   		$      10.85		   $      10.41 	   	$     10.08		     $     9.85	
											
Total Return	                              	10.03%		         11.00%		          7.84%		         12.89%		          9.45%	(b)
											
Ratios/Supplemental Data											
Net assets, end of period		          $ 30,023,657	   	$ 28,254,830 		  $    272,725 		  $ 41,137,515 		  $ 21,785,134 	
											
Ratio of operating expenses											
to average net assets,
exclusive of interest 
expense (a)                                		0.45%		          0.45%		          0.60%		          0.60%	         	 0.60%	(b)
											
Ratio of operating expenses											
to average net assets, 
inclusive of interest 
expense (a)		                                0.45%		          0.45%		          0.65%		          0.86%		          0.83%	(b)
											
Ratio of investment income,											
net to average net assets		                  5.71%		          5.84%		          4.72%		          4.49%		          5.13%	(b)
											
Decrease in above ratios due 
to waiver of investment advisory 
fees	and reimbursement of 
other expenses		                             0.24%		          0.54%		          0.17%		          0.09%		          1.01%	(b)
											
Portfolio Turnover		                        1,087%		           500%		         1,622%		         1,254%		           826%	


(a)  Net of waivers and reimbursements.	
(b)  Annualized	
(c)  Includes the effect of net realized losses prior to significant decreases 
     in shares outstanding.	
	
*  Commencement of Operations	
** Rounds to less than $0.01.	
                                            See Notes to Financial Statements


FFTW Funds, Inc.
- -------------------------------------------------------------------------------
Financial Highlights (continued)                                            
                                                       International Portfolio
- -------------------------------------------------------------------------------
                                                          		Period From				
For a share outstanding	                                   	May 9, 1996 *				
throughout the period:		                                   to Dec. 31, 1996				


Per Share Data									
Net asset value, beginning of period				                      $       10.00 		
									
Increase From Investment
Operations									
Investment income, net		                                             		0.38					
									
Net realized and unrealized gain on									
investments, financial futures contracts,									
and foreign currency-related transactions	                          			0.28 		
									
Total from investment operations		                                   		0.66 	
									
Less Distributions									
From investment income, net	                                        			0.38					
									
From net realized gain on investments, 									
financial futures contracts, and foreign									
currency-related transactions		                                     		0.08					
									
Total distributions		                                               		0.46					
									
Net asset value, end of period				                           $       10.20 					
									
Total Return		                                                      		6.66%	(c)
									
Ratios/Supplemental Data									
Net assets, end of period				                                $  35,745,937 					
									
Ratio of operating expenses									
to average net assets (a)	                                         			0.60%	(b)
									
Ratio of investment income,									
net to average net assets			                                         	5.73%	(b)
									
Decrease in above ratios									
due to waiver of investment									
advisory fees		                                                     		0.32%	(b)
									
Portfolio turnover	                                                 			539%					
</TABLE>
									

(a)  Net of waivers.	
(b)  Annualized	
(c)  Not annualized	
	
*    Commencement of Operations	
                                             See Notes to Financial Statements



FFTW Funds, Inc.
- ------------------------------------------------------------------------------
Financial Highlights (continued) 
                                                International-Hedged Portfolio
- ------------------------------------------------------------------------------
<TABLE>
<S>                                  <C>              <C>               <C>              <C>                 
                                                     	For the Year Ended		                Period From
For a share outstanding					                                     	                        March 25, 1993* to
throughout the period:	               Dec. 31, 1996   	Dec. 31, 1995***		Dec. 31, 1994	  	to Dec. 31, 1993



Net asset value, beginning 
  of period		                         $       10.19		  $       10.00		   $       10.39 		 $        10.00 	
						    			
Increase (Decrease) From
Investment Operations									
Investment income, net	                       	0.47		           0.19 		           0.20 		           0.44 	
									
Net realized and unrealized 
gain (loss) on	investments, 
financial futures and swap 
contracts, and foreign 
currency-related transactions		               (0.15)		          0.19 		          (0.46)		           0.78 	
									
Total from investment 
  operations		                                 0.32		           0.38 		          (0.26)		           1.22 	
									
Less Distributions									
From investment income, net		                  0.47		           0.19 		           0.20 		           0.44 	
									
In excess of investment 
  income, net		                                   -		           0.00	(c)	            -	   	            -	
									
From net realized gain on 
investments,	financial futures 
and swap contracts,	and 
foreign currency- related 
transactions		                                 0.05		              -		            0.50		            0.39	
									
In excess of net realized 
gain on investments,									
financial futures and swap 
contracts, and	foreign 
currency-related transactions.		               0.09		              -		               -		               -	
									
From capital stock in 
  excess of par value		                        0.10		              -		               -		               -	
									
Total distributions		                          0.71		           0.19 		           0.70 		           0.83 	
									
Net asset value, end 
  of period		                            $     9.80		    $     10.19    		 $      9.43 **	    $      10.39 	
									
Total Return		                                 3.18%		         13.45%(b)	        (2.53%)		           16.37%	(b)
									
Ratios/Supplemental Data									
Net assets, end of period		           $ 126,645,111		  $  34,004,887 		    $         -   		  $  17,866,568 	
									
Ratio of operating expenses									
to average net assets (a)		                    0.60%		          0.60%(b)	         0.57%		             0.60%	(b)
									
Ratio of investment income,									
net to average net assets	                    	4.65%		          6.12%(b)	         2.87%		             5.86%	(b)
									
Decrease in above ratios 
due to waiver	of investment 
advisory fees and reimburse-									
ment of other expenses                       		0.06%		          0.17%(b)	         0.49%		             0.28%	(b)
									
Portfolio Turnover	                             784%		           764%		          1,282%		              855%	
</TABLE>

(a) Net of waivers and reimbursements.	
(b) Annualized	
(c) Rounds to less than $0.01.	
*    Commencement of Operations	
**   Represents net asset value per share at December 30, 1994. The Portfolio 
     was fully liquidated on December 30, 1994 based on this net asset value.	
***  The Portfolio recommenced operations on September 14, 1995.
                                             See Notes to Financial Statements



FFTW Funds, Inc.
- -------------------------------------------------------------------------------
Notes to Financial Statements
December31, 1996
- -------------------------------------------------------------------------------

1. Organization

FFTW Funds, Inc. (the "Fund") was organized as a Maryland corporation on 
February 23, 1989 and is registered under the Investment Company Act of 1940, 
as amended, as an open-end, management investment company.  The Fund currently 
has thirteen Portfolios, seven of which were active as of December 31, 1996.  
The  seven active Portfolios are:  U.S. Short-Term Portfolio ("U.S. Short-
Term"); Stable Return Portfolio ("Stable Return"); Mortgage Total Return 
Portfolio ("Mortgage"); Worldwide Portfolio ("Worldwide"); Worldwide-Hedged 
Portfolio ("Worldwide-Hedged"); International Portfolio ("International"); and 
International-Hedged Portfolio ("International-Hedged"). The Board of Directors 
recently approved a name change for several Portfolios, eliminating "Fixed 
Income" from their name.  The Fund is managed by Fischer Francis Trees & Watts, 
Inc. (the "Investment Adviser"). 


2. Summary of Significant Accounting Policies

Net Asset Value

The net asset value per share ("NAV") of each Portfolio is determined by adding 
the market value of all of the assets of the Portfolio, subtracting all of the 
Portfolio's liabilities, dividing by the number of shares outstanding and 
adjusting to the nearest cent.  The NAV is calculated by the Fund's Accounting 
Agent as of 4:00 p.m. Eastern time on each Business Day (as that term is defined
in the Fund's registration statement) for each Portfolio, other than Mortgage.  
The NAV of Mortgage is calculated by the Fund's Accounting Agent as of 4:00 p.m.
Eastern time on the last Business Day of each month, on any other Business Days 
in which the Investment Adviser approves a purchase, and on each Business Day
for which a redemption order has been placed.

Securities

All securities transactions are recorded on a trade date basis.  Interest income
and expense are recorded on an accrual basis.  The Fund amortizes discount or 
premium on a daily basis to interest income.  The Fund uses the specific 
identification method for determining gain or loss on sales of securities.

Valuation

All investments are valued daily at their market price, which results in 
unrealized gains or losses.  Readily marketable fixed-income securities are 
valued on the basis of prices provided by a pricing service when such prices 
are believed by the Investment Adviser to reflect the fair value of such 
securities.  Securities traded on an exchange are valued at their last sales 
price on that exchange.  Securities for which over-the-counter market quotations
are available are valued at the latest bid price.  Time deposits and repurchase 
agreements are generally valued at their cost plus accrued interest.  Securities
for which market quotations are not readily available and illiquid securities 
will be valued in good faith by methods approved by the Board of Directors. 
Securities with maturities less than 60 days are valued at amortized cost, 
which approximates market value, unless this method does not represent fair 
value.

Expenses

Expenses directly attributed to each Portfolio in the Fund are charged to that 
Portfolio's operations; expenses which are applicable to all Portfolios are 
allocated among them based on average daily net assets.

Income Tax

There is no provision for Federal income or excise tax since each Portfolio 
distributes all of its taxable income and qualifies or intends to qualify as a 
regulated investment company ("RIC") by complying with the requirements of 
Subchapter M of the Internal Revenue Code applicable to RICs.


2. Summary of Significant Accounting Policies (continued)

At December 31,1996, the Portfolios had the following capital loss carryforwards
to offset future net capital gains, to the extent provided by regulations.  Net 
realized losses attributable to security transactions after October 31, 1996, 
are treated for federal income tax purposes as arising on the first day of the 
Portfolio's next fiscal year.  
  
Portfolio	              Carryforward Amount      	Expiration Date
- ---------               -------------------       ---------------		
U.S. Short-Term	                 $1,404,714	      December 31, 2001
                              	   1,779,703	      December 31, 2002
                                 	1,335,380	      December 31, 2003
	                                 1,594,356	      December 31, 2004
Worldwide 	                       9,589,732	      December 31, 2002
Worldwide-Hedged 	                1,113,488	      December 31, 2002

Dividends to Shareholders

It is the policy of the Portfolios, other than Mortgage,  to declare dividends 
daily from net investment income.  Mortgage declares dividends monthly from 
net investment income on the last Business Day of each month.  Dividends are 
paid in cash or reinvested monthly for all Portfolios.  Distributions from net 
capital gains of each Portfolio, if any, are normally declared and paid 
annually, but each Portfolio may make distributions on a more frequent basis to 
comply with the distribution requirements of the Internal Revenue Code.  To the 
extent that a net realized capital gain can be reduced by a capital loss 
carryover, such gain may not be distributed.

Dividends from net investment income and distributions from realized gains from 
investment transactions have been determined in accordance with Federal income 
tax regulations and may differ from net investment income and realized gains 
recorded by a Portfolio for financial reporting purposes.  Differences result 
primarily from foreign currency transactions and timing differences related to 
recognition of income, and gains and losses from investment transactions.  To 
the extent that those differences which are permanent in nature result in 
overdistributions to shareholders, amounts are reclassified within the capital 
accounts based on their federal tax basis treatment.  Temporary differences do 
not require reclassification. Dividends and distributions which exceed net 
investment income and net realized capital gains for financial reporting 
purposes but not for tax purposes are reported as distributions in excess of 
net investment income and net realized capital gains, respectively.  To the 
extent that they exceed net investment income and net realized gains for tax 
purposes, they are reported as distributions of capital stock in excess of par.

During the year ended December 31, 1996, the Portfolios reclassified the 
following permanent book to tax differences [increases (decreases)]:



Portfolio	            Undistributed      	Accumulated        Capital Stock in 
                      Investment          Realized Gain       Excess of Par 
                      Income, Net         (Loss)                 Value
- ----------            -------------       -------------       ---------------
					
U.S. Short-Term	      $  (52,701)		         $   52,701         	$         -   
Worldwide                     	-		           1,975,638         		(1,975,638)
Worldwide-Hedged	        589,725		            (429,862)		          (159,863)
International-Hedged	   (105,438)	            	105,438                  		-


Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under 
forward foreign exchange contracts are translated into U.S. dollars at the mean 
of the quoted bid and asked prices of such currencies against the U.S. dollar.  
Purchases and sales of portfolio securities are translated at the rates of 
exchange prevailing when such securities were acquired or sold.  Income and 
expenses are translated at exchange rates prevailing when accrued. The 
Portfolios do not isolate that portion of the results of operations resulting 
from changes in foreign exchange rates on investments from the fluctuations 
arising from changes in market prices of securities held. Such fluctuations 
are included with the net realized and unrealized gain or loss from investments.


2. Summary of Significant Accounting Policies (continued)

Reported net realized gains or losses on foreign currency-related transactions 
arise from sales and maturities of foreign short-term securities, sales of 
foreign currency, currency gains or losses realized between the trade and 
settlement dates on securities transactions, the difference between the amounts 
of dividends, interest, and foreign withholding taxes recorded on the 
Portfolio's books, and the U.S. dollar equivalent of the amounts actually 
received. Net unrealized appreciation or depreciation on assets and liabilities 
denominated in foreign currency arise from changes in the value of assets and 
liabilities other than investments in securities at fiscal year end, resulting 
from changes in the exchange rates.

Estimates

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

3. Investment Advisory Agreements and Affiliated Transactions

The Fund's Board of Directors has approved investment advisory agreements (the 
"Agreements") with the Investment Adviser.  The investment advisory fees to be 
paid to the Investment Adviser are computed daily at annual rates set forth 
below.  The fees are payable quarterly for U.S. Short-Term, Worldwide, and 
Worldwide-Hedged, and monthly for Stable Return, Mortgage, International and 
International-Hedged. 

The Agreements with U.S. Short-Term, Worldwide and Worldwide-Hedged provide that
to the extent that the aggregate annual expenses, (exclusive of interest, taxes,
brokerage commissions and other extraordinary expenses) exceed 0.40% of U.S. 
Short-Term's, 0.60% of Worldwide's, and 0.60% of Worldwide-Hedged's average 
daily net assets, the Investment Adviser has agreed to waive its investment 
advisory fee and reimburse the Portfolios for any excess expenses. Additionally,
the Investment Adviser has voluntarily agreed to waive its investment advisory 
fees and reimburse the Portfolio for any excess expenses of U.S. Short-Term, 
Stable Return, Mortgage, Worldwide-Hedged, International and International-
Hedged to the extent that the aggregate expenses, (exclusive of interest, taxes,
brokerage commissions and other extraordinary expenses) exceed 0.25% of U.S. 
Short-Term's, 0.30% of Stable Return's, 0.45% of Mortgage's and Worldwide-
Hedged's and 0.60% of International and International-Hedged's average daily 
net assets.

The investment advisory fee rates are summarized below for each of the 
Portfolios:

                                 	  Investment
                                    	Advisory
Portfolio                             	Fee
- ---------------------------------------------------
	
U.S. Short-Term	                      0.30%*
Stable Return	                        0 35%**
Mortgage	                             0.30%
Worldwide	                            0.40%
Worldwide-Hedged	                     0.40%***
International                        	0.40%
International-Hedged	                 0.40%

* Effective March 1, 1996, the Investment Adviser voluntarily agreed to reduce 
the investment advisory fee by an annualized rate of 0.15%.  The investment 
advisory fee is currently being charged at an annualized rate of 0.15% until 
further notice.  

** Effective March 1, 1996, the Investment Adviser voluntarily agreed to 
reduce the investment advisory fee by an annualized rate of 0.20%.  The 
investment advisory fee is currently being charged at an annualized rate of 
0.15% until further notice. 

*** Effective July 1, 1995, the Investment Adviser voluntarily agreed to reduce 
the investment advisory fee by an annualized rate of 0.15%.  The investment 
advisory fee is currently being charged at an annualized rate of 0.25% until 
further notice.

3. Investment Advisory Agreements and Affiliated Transactions (continued)

Directors' fees of $60,000 were allocated among the Portfolios and paid for the 
year ended December 31, 1996 to Directors who are not employees of the 
Investment Adviser.  Effective February 12, 1997, Directors who are not 
employees of the Investment Adviser receive an annual retainer of $20,000, 
payable quarterly and $1,000 per meeting attended.

As of December 31, 1996, the Investment Adviser had discretionary investment 
advisory agreements with shareholders of the Fund that represent 67.3% of the 
Fund's total net assets and therefore, may be deemed a control person.

4. Investment Transactions

Purchase cost and proceeds from sales of investment securities (including U.S. 
Government securities), other than short-term investments, for the year ended 
December 31, 1996 for each of the Portfolios were as follows:

_____________________________________________________________________________
                               	Purchase Cost of	     Proceeds from Sales of
Portfolio	                    Investment Securities	  Investment Securities
- ----------------------------------------------------------------------------		
U.S. Short-Term	                  $1,442,586,214	         $1,415,291,295
Stable Return	                       338,797,915	            302,926,023
Mortgage	                          1,579,796,803	          1,122,254,062
Worldwide	                           765,666,083	            804,686,549
Worldwide-Hedged	                    233,811,501            	236,807,680
International	                       129,239,195	            104,031,248
International-Hedged	                343,057,633	            278,441,401

		
The components of net unrealized appreciation (depreciation) of investments for
federal income tax purposes at December 31, 1996 for each of the Portfolios 
were as follows:

______________________________________________________________________
Portfolio	             Unrealized           Unrealized
                      Appreciation 	       Depreciation	        Net
- ----------------------------------------------------------------------
U.S. Short-Term	         $  638,315	        $  339,427	    $  298,888
Stable Return	              156,780	            44,612	       114,168
Mortgage                 	2,889,049	         2,869,874	        19,175
Worldwide	                  323,361           	553,433      	(230,072)
Worldwide-Hedged	           251,600	           195,377        	56,221
International              	370,640	           174,049	       196,591
International-Hedged	       797,764	           672,917	       121,847


The cost of securities owned by each Portfolio at December 31, 1996 for Federal 
tax purposes was substantially the same as for financial statement purposes.

5. Forward Foreign Exchange Contracts

Each Portfolio may enter into forward foreign exchange contracts in order to 
hedge its exposure to changes in foreign currency exchange rates on its foreign 
portfolio holdings.  A forward foreign exchange contract is a commitment to 
purchase or sell a foreign currency at a future date at a negotiated forward 
rate.  The gain or loss arising from the difference between the original 
contracts and the closing of such contracts is included in net realized gains 
or losses on foreign currency-related transactions.  Fluctuations in the value 
of forward foreign exchange contracts are recorded for book purposes as 
unrealized gains or losses by the Portfolio.  The Portfolio's custodian will 
place and maintain cash not available for investment, U.S. Government 
securities, or other appropriate liquid, unencumbered securities in a separate 
account of the Portfolio having a value equal to the aggregate amount of the 
Portfolio's commitments under certain open forward exchange contracts.  Risks 
may arise from the potential inability of a counterparty to meet the terms of a 
contract and from unanticipated movements in the value of a foreign currency 
relative to the U.S. dollar.


5. Forward Foreign Exchange Contracts (continued)

At  December 31, 1996, U.S. Short-Term had an outstanding forward foreign 
exchange contract to sell foreign currency as follows:

<TABLE>
<S>                                                <C>              <C>              <C>          
Contract	                                                                  				       Unrealized
 Amount			                                          Proceeds	        Value	           Appreciation
					
Forward Foreign Exchange Sell Contract					
17,627,250		Netherlands Guilder closing 1/28/97	    $10,236,498	     $10,221,966	     $   14,532       
</TABLE>

At December 31, 1996, Stable Return had an outstanding forward foreign exchange 
contracts to sell foreign currency as follows:
<TABLE>
<S>                                                 <C>              <C>             <C>             
Contract				                                              	                           Unrealized
Amount		    	                                        Proceeds	        Value	          Appreciation
					
Forward Foreign Exchange Sell Contract					
5,288,175 	Netherlands Guilder closing 1/28/97	      $ 3,070,950	     $ 3,066,590	    $    4,360
</TABLE>

At  December 31, 1996, Worldwide had outstanding forward foreign exchange 
contracts, both to purchase and sell foreign currencies as follows:

<TABLE>
<S>                                                  <C>              <C>            <C>
                                                                                      Unrealized     
Contract			                                            Cost/	                 	       Appreciation
Amount			                                             Proceeds	        Value	         (Depreciation)
					
Forward Foreign Exchange Buy Contracts					
      361,550 		Australian Dollar closing 1/28/97	    $   286,348	      $   287,187	  $       839
   71,701,481 		Belgian Franc closing 1/28/97	          2,230,564      	  2,262,704	       32,140 
    9,284,361 		Canadian Dollar closing 1/28/97	        6,837,395 	       6,786,351 	     (51,044) 
    2,030,465		Danish Krone closing 1/28/97	              340,682 	         345,193 	       4,511
   31,770,524		French Franc closing 1/28/97	            6,110,994        	6,131,128     	  20,134   
    6,640,240		German Deutschemark closing 1/28/97	     4,287,316	        4,320,144 	      32,828   
    4,640,795		Great British Pound closing 1/28/97	     7,706,606	        7,945,158	      238,552   
3,726,556,286		Italian Lira closing 1/28/97	            2,450,763	        2,450,603	         (160)
1,266,995,047		Japanese Yen closing 1/28/97	           11,220,889	       10,984,212	     (236,677)
    1,257,253		Netherlands Guilder closing 1/28/97	       721,316      	    729,076 	       7,760        
   14,861,184		Norwegian Krone closing 1/28/97	         2,320,682     	   2,332,762	       12,080   
  903,812,800		Spanish Peseta closing 1/28/97	          7,028,122      	  6,946,991 	     (81,131)  
  290,000,000		Spanish Peseta closing 4/28/97	          2,214,586     	   2,225,007 	      10,421     


Forward Foreign Exchange Sell Contracts					
      337,848		Australian Dollar closing 1/28/97	         273,657	          268,360 	       5,297 
    8,875,299		Canadian Dolllar closing 1/28/97	        6,532,089        	6,487,350 	      44,739
   24,920,848		German Deutschemark closing 1/28/97	    16,225,144	       16,213,519	       11,625
    3,406,675		German Deutschemark closing 4/28/97	     2,214,586	        2,228,715	      (14,129)
    2,600,000		Great British Pound closing 1/28/97	     4,287,316	        4,451,266	     (163,950)
  190,255,377		Spanish Peseta closing 1/28/97	          1,464,432	        1,462,363	        2,069
   32,752,665		Swedish Krona closing 1/28/97	           4,894,228	        4,809,538	       84,690
    5,597,346		Swiss Franc closing 1/28/97	             4,406,634	        4,185,194	      221,440
                                                                                         $182,034
</TABLE>

5. Forward Foreign Exchange Contracts (continued)

At  December 31, 1996, Worldwide-Hedged had outstanding forward foreign exchange
contracts, both to purchase and sell foreign currencies as follows:

<TABLE>
<S>                                                    <C>               <C>           <C>    
                                                                                        Unrealized 
Contract		                                               	Cost/		                       Appreciation
Amount			                                                 Proceeds	       Value	        (Depreciation)
					
Forward Foreign Exchange Buy Contracts
    3,598,652 	Canadian Dollar closing 1/28/97	         $ 2,650,021       $ 2,630,414	  $    (19,607)  
    2,068,712		German Deutschemark closing 1/28/97	       1,335,681	        1,345,905 	       10,224    
      810,000		Great British Pound closing 1/28/97	       1,330,869	        1,386,740	        55,871
  301,431,194		Japanese Yen closing 1/28/97	              2,676,316	        2,613,257	       (63,059)
    5,811,104		Norwegian Krone closing 1/28/97	             907,446	          912,170	         4,724
  394,443,500		Spanish Peseta closing 1/28/97	            3,065,786	        3,031,817	       (33,969)
   90,000,000		Spanish Peseta closing 4/28/97	              687,285	          690,519	         3,234
				
Forward Foreign Exchange Sell Contracts					
      498,866		Australian Dollar closing 1/28/97	           404,082	          396,260	         7,822
    4,831,647		Canadian Dollar closing 1/28/97	           3,565,009	        3,531,666	        33,343  
    2,357,180		Danish Krone closing 1/28/97	                395,500	          400,736	        (5,236)
   14,414,829		German Deutschemark closing 1/28/97	       9,394,117	        9,378,296	        15,821  
    1,057,244		German Deutschemark closing 4/28/97	         687,285	          691,670	        (4,385)  
    1,352,651		Great British Pound closing 1/28/97	       2,248,962	        2,315,772	       (66,810)
2,380,030,437		Italian Lira closing 1/28/97	              1,565,223	        1,565,120	           103
  313,766,082		Japanese Yen closing 1/28/97	              2,769,339	        2,720,194	        49,145
    1,502,297		Netherlands Guilder closing 1/28/97	         861,903	          871,175	        (9,272)
  217,940,943		Spanish Peseta closing 1/28/97	            1,677,533	        1,675,163	         2,370
   17,870,795		Swedish Krona closing 1/28/97	             2,670,432	        2,624,222	        46,210
    2,363,044		Swiss Franc closing 1/28/97	               1,852,858	        1,766,873	        85,985
					                                                                                      $ 112,514   
</TABLE>

At December 31, 1996, International had outstanding forward foreign exchange
contracts, both to purchase and sell foreign currencies as follows:	
<TABLE>
<S>                                                       <C>               <C>           <C>            
							
					                                                                                      Unrealized
Contract			                                                Cost/		                         Appreciation
Amount			                                                  Proceeds	         Value	        (Depreciation)
					
Forward Foreign Exchange Buy Contracts				
	
       433,317		Australian Dollar closing 1/28/97	         $   346,678	      $   344,193	  $    (2,485)
    57,682,096		Belgian Franc closing 1/28/97	               1,796,671	        1,820,291	       23,620  
     3,796,079		Canadian Dollar closing 1/28/97	             2,800,230	        2,774,722	      (25,508)
     1,103,900		Danish Krone closing 1/3/97	                   185,614	          187,384	        1,770
     2,864,599		Danish Krone closing 1/28/97	                  481,387	          487,001	        5,614
    23,433,720		French Franc closing 1/28/97	                4,502,825	        4,522,278	       19,453
     3,230,804		German Deutschemark closing 1/3/97	          2,078,423	        2,098,357	       19,934
     2,668,712		German Deutschemark closing 1/28/97	         1,722,653	        1,736,265	       13,612
       263,950		Great British Pound closing 1/3/97	            443,645	          452,072	        8,427
     2,393,856		Great British Pound closing 1/28/97	         3,992,359	        4,098,342	      105,983
 1,204,784,000		Italian Lira closing 1/3/97	                   788,213	          793,516	        5,303
   648,000,000		Italian Lira closing 1/28/97	                  423,529	          426,128	        2,599
   925,367,078		Japanese Yen closing 1/28/97	                8,176,459	        8,022,469	     (153,990)
       539,350		Netherlands Guilder closing 1/3/97	            309,126	          312,160	        3,034
     1,375,475		Netherlands Guilder closing 1/28/97	           789,961	          797,632	        7,671
     5,577,408		Norwegian Krone closing 1/28/97	               869,459	          875,486	        6,027
    25,848,693		Spanish Peseta closing 1/3/97	                 197,318	          198,847	        1,529
   359,629,000		Spanish Peseta closing 1/28/97	              2,757,867	        2,741,163	      (16,704)
    88,000,000		Spanish Peseta closing 4/28/97	                677,757	          675,175	       (2,582)
     5,149,968		Swedish Krona closing 1/3/97	                  750,032	          755,494	        5,462

Forward Foreign Exchange Sell Contracts
     2,997,376		Canadian Dollar closing 1/28/97	             2,206,083	        2,190,915	       15,168
     1,103,900		Danish Krone closing 1/28/97	                  185,842	          187,670	       (1,828)
    15,239,610		German Deutschemark closing 1/28/97	         9,902,603	        9,914,900	      (12,297)
     1,033,750		German Deutschemark closing 4/28/97	           677,757	          676,300	        1,457
     1,073,950		Great British Pound closing 1/28/97	         1,779,117	        1,838,630	      (59,513)
 1,204,784,000		Italian Lira closing 1/28/97	                  787,122	          792,272	       (5,150)
       539,350		Netherlands Guilder closing 1/28/97	           309,615	          312,767	       (3,152)
    25,848,693		Spanish Peseta closing 1/28/97	                197,187	          198,681	       (1,494)
    16,841,772		Swedish Krona closing 1/28/97	               2,497,830	        2,473,116	       24,714
     2,343,290		Swiss Franc closing 1/28/97	                 1,816,546	        1,752,103	       64,443
       				                                                        	                         $  51,117
</TABLE>

At December 31, 1996, International-Hedged had outstanding forward foreign 
exchange contracts, both to purchase and sell foreign currencies as follows:		
<TABLE>
<S>                                                     <C>                 <C>             <C>           
					                                                                                        Unrealized
Contract				                 	                                                               Appreciation
Amount			                                                 Cost	              Value	          (Depreciation)
					
Forward Foreign Exchange Buy Contracts
   201,599,510		Belgian Franc closing 1/28/97	            $ 6,271,567	       $ 6,361,934	    $  90,367
    31,920,519		Canadian Dollar closing 1/28/97	           23,553,616	        23,332,122	     (221,494)
     7,568,439		Danish Krone closing 1/28/97	               1,269,872	         1,286,686	       16,814
    81,121,144		French Franc closing 1/28/97	              15,603,482	        15,654,892	       51,410
     4,162,877		German Deutschemark closing 1/28/97	        2,687,782	         2,708,370	       20,588
     4,650,564		Great British Pound closing 1/28/97	        7,761,805	         7,961,882	      200,077
 3,399,144,874		Japanese Yen closing 1/28/97	              30,056,350	        29,468,878	     (587,472)
     4,058,030		Netherlands Guilder closing 1/28/97	        2,328,187	         2,353,234	       25,047
   241,253,375		Spanish Peseta closing 1/28/97	             1,856,974	         1,854,350	       (2,624)
 2,961,000,000		Spanish Peseta closing 4/28/97	            22,804,991	        22,718,089	      (86,902)

Forward Foreign Exchange Sell Contracts
    30,427,300		Canadian Dollar closing 1/28/97	          $22,424,956	       $22,240,662	   $  184,294
    50,456,608		German Deutschemark closing 1/28/97	       32,718,394	        32,827,101	     (108,707)
    34,783,324		German Deutschemark closing 4/28/97	       22,804,991	        22,755,945	       49,046
     1,630,000		Great British Pound closing 1/28/97	        2,687,782	         2,790,601	     (102,819)
 2,266,034,399		Italian Lira closing 1/28/97	               1,490,253	         1,490,156	           97
   108,565,082		Spanish Peseta closing 1/28/97	            16,129,956	        15,942,150	      187,806
                                                                        					$  (284,472)
</TABLE>

Each Portfolio may enter into foreign currency transactions on the spot markets 
in order to pay for foreign investment purchases or to convert to dollars the 
proceeds from foreign investment sales or coupon interest receipts. At December 
31, 1996, no Portfolio had an outstanding purchase or sale of foreign currency 
on the spot markets.


6. Financial Futures Contracts

Each Portfolio may enter into financial futures contracts to hedge its interest 
rate and foreign currency risk.  A Portfolio is exposed to market risk as a 
result of changes in the value of the underlying financial instruments. 
Investments in financial futures contracts require the Portfolio to "mark to 
market" on a daily basis, which reflects the change in the market value of the 
contract at the close of each day's trading.  Accordingly, variation margin is 
paid or received to reflect daily unrealized gains or losses.  When the 
contracts are closed, the Portfolio recognizes a realized gain or loss equal 
to the difference between the value of the contract at the time it was opened 
and the time it was closed.  These investments require initial margin deposits 
which consist of cash or eligible securities.  At December 31, 1996, the 
Portfolios placed U.S. Treasury Bills or other liquid securities or cash in 
segregated accounts for the benefit of the broker at the Portfolio's custodian 
with respect to their financial futures contracts as follows:


- -----------------------------------------------
Portfolio	                         12/31/96
                              Collateral Value
- -----------------------------------------------
U.S. Short-Term	                  $ 631,894
Mortgage                           	113,968
Worldwide                          	598,288
Worldwide-Hedged                   	149,572
International                      	299,130
International-Hedged               	847,419


As of  December 31, 1996, U.S. Short-Term had the following open financial 
futures contracts:

_____________________________________________________________________________
 		                                            Value	
                                       		  	 Covered by 	      Unrealized 
Contracts			                                 Contracts	      (Depreciation)
- -----------------------------------------------------------------------------
				
Long Futures Contracts:
485	 March `97 Euro Dollars	                 $ 114,508,500 	   $      (3,676) 
				
Short Futures Contracts:
 82		March `97 2 Year U.S. Treasury Notes	   $ 16,957,344	     $      84,530
 32		March `97 10 Year U.S. Treasury Notes	     3,492,000	            36,622
 85		March `97 CBT 5 Year Notes	                9,060,467 	           45,074
                                                           				$     162,550


As of  December 31, 1996, Mortgage had the following open financial futures 
contracts:

                                             			 Value	         Unrealized 
			                                            Covered by 	     Appreciation
Contracts			                                   Contracts	      (Depreciation)
				
Long Futures Contracts:
 190		March `97 10 Year U.S. Treasury Notes	  $ 20,733,750 	  $     (211,547) 
Short Futures Contracts:
  51		March `97 2 Year U.S. Treasury Notes	     10,546,641	           50,557
   3		March `97 U.S. Treasury Bonds	               337,875	           10,108
 358		June `97 10 Year U.S. Treasury Notes	     38,854,187	          384,756
 132		March `97 CBT 5 Year Notes	               14,070,375 	         203,452
                                                           				$     437,326


As of  December 31, 1996, Worldwide had the following open financial futures 
contracts:

                                              			Value	          Unrealized
			                                            Covered by	      Appreciation
Contracts			                                   Contracts	      (Depreciation)

Long Futures Contracts


  2	 March `97 TSE Japanese Gov't 10 
       Year Bond		                      JPY	  248,400,000	     $     (36,690) 
 27	 March `97 LIFFE Long Gilt 		       GBP	    1,484,156	            (6,677)
  9	 March `97 LIFFE Italian Gov't 		   ITL	2,329,200,000	            28,406
                                                          					$     (14,961)


6. Financial Futures Contracts (continued)

As of December 31, 1996, Worldwide-Hedged had the following open financial 
futures contracts:

                                             			Value	
		                                           	Covered by	         Unrealized
Contracts			                                  Contracts	        (Depreciation)

Long Futures Contracts


  2	March `97 TSE Japanese Gov't 10 
      Year Bond		                       JPY	  248,400,000	       $    (31,187) 
  7	March `97 LIFFE Long Gilt 		        GBP	      384,781	             (1,731)
                                                             				$    (32,918)

As of December 31, 1996, International had the following open financial futures 
contracts:

                                            			Value	
                                          			Covered by	          Unrealized
Contracts		                                 	Contracts	         (Depreciation)

Long Futures Contracts

  8	March `97 TSE Japanese Gov't 10 
      Year Bond		                      JPY	  993,600,000	        $   (120,691)
 13	March `97 LIFFE Long Gilt 		       GBP	      714,594	              (3,215)

Short Futures Contracts

  2	March `97 LIFFE Japanese 
      Gov't Bond		                     JPY	  497,040,000	                (723)
                                                            					$   (124,629)

As of December 31, 1996, International-Hedged had the following open financial 
futures contracts:

                                             			Value	
                                           			Covered by	         Unrealized
Contracts			                                  Contracts	        (Depreciation)

Long Futures Contracts

 25	March `97 TSE Japanese Gov't 10 
      Year Bond		                      JPY	3,105,000,000	        $   (417,275) 
 21	March `97 LIFFE Long Gilt 		       GBP	    1,154,344	              (5,193)
                                                             				$   (422,468)


7. Capital Stock Transactions

As of December 31, 1996, there were 1,000,000,000 shares of $0.001 par value 
capital stock authorized.  

Transactions in capital stock for U.S. Short-Term were as follows for the 
periods indicated:

                           				Year Ended		               Year Ended	
                       				December 31, 1996		         December 31, 1995	
                   ------------------------------------------------------------
				                  Shares	          Amount	     Shares	          Amount
							
Shares sold				    698,753,332	    $6,885,689,388	 489,693,965	 $4,840,215,843
Shares issued 
  related to 							
  reinvestment 
  of dividends				   2,773,655	        27,323,767	   2,129,127      21,045,642 
                  -------------------------------------------------------------
				               701,526,987	     6,913,013,155	 491,823,092 	 4,861,261,485 
Shares redeemed				711,752,445     	7,013,520,909	 474,927,909   4,694,361,012 
							           -------------------------------------------------------------
Net increase 
  (decrease)		    	(10,225,458)	   $(100,507,754)	  16,895,183	  $ 166,900,473
                  -------------------------------------------------------------

Transactions in capital stock for Stable Return were as follows for the periods 
indicated:

                            				Year Ended		                  Year Ended	
                        				December 31, 1996		           December  31,1995	
                     ---------------------------------------------------------
                   				 Shares	          Amount	       Shares	         Amount
							             
Shares sold				      3,600,391	     $ 35,567,661	       50,525 	 $     500,000 
Shares issued 
  related to 							
  reinvestment 
  of dividends				     145,519	        1,445,423	       28,122	        276,555 
                    -----------------------------------------------------------
                 				3,745,910	       37,013,084	       78,647 	       776,555 
Shares redeemed			     	12,241	          121,101	       25,300 	       251,270 
							             -----------------------------------------------------------
	Net increase	     		3,733,669	     $ 36,891,983	       53,347 	 $     525,285 
                    -----------------------------------------------------------


Transactions in capital stock for Mortgage were as follows for the period 
indicated:

                                				Period From April 29, 1996* to			
                                      				December 31, 1996			
                                    ------------------------------
                                  				Shares	             Amount		
Shares sold				                     24,698,121	     $  251,360,141		
Shares issued related to 							
   reinvestment of dividends				       588,076	          5,984,056		
                                    ------------------------------
                                				25,286,197	        257,344,197		
Shares redeemed		                  		3,530,497	         35,813,437		
                                    ------------------------------
	Net increase			                    21,755,700	     $  221,530,760		
                                    ------------------------------
							
*Commencement of Operations

7. Capital Stock Transactions (continued)

Transactions in capital stock for Worldwide were as follows for the periods 
indicated:

                         				Year Ended		                     Year Ended	
                     				December 31, 1996		            December  31,1995	
                   ----------------------------------------------------------
                 				Shares	          Amount	       Shares	           Amount
							
Shares sold      			4,903,256	    $ 47,314,387	    8,600,064 	  $  83,105,970 
Shares issued 
  related to 						
  reinvestment 
  of dividends	    			565,816	       5,450,078	      264,481 	      2,525,673 
                   -----------------------------------------------------------
                				5,469,072	      52,764,465	    8,864,545      	85,631,643 
Shares redeemed				 6,462,067	      61,994,382	    5,895,380 	     55,533,537 
                   -----------------------------------------------------------
Net increase 
 (decrease)			       (992,995)	   $ (9,229,917)	   2,969,165 	  $  30,098,106 
                   -----------------------------------------------------------

Transactions in capital stock for Worldwide-Hedged were as follows for the 
periods indicated:

                          				Year Ended		                Year Ended	
                      				December 31, 1996		          December 31, 1995	
                    ---------------------------------------------------------
                 				Shares	           Amount	      Shares	          Amount
							
Shares sold				     170,880	       $  1,849,300	  2,499,119	    $  26,240,000 
Shares issued 
  related to 							
  reinvestment 
  of dividends		  		231,838	          2,529,368	    105,484 	       1,114,755 
                				402,718	          4,378,668	  2,604,603 	      27,354,755 
                    ----------------------------------------------------------
Shares redeemed			 	256,253	          2,788,475	     26,256 	         273,852 
							             ----------------------------------------------------------
	Net increase 	   		146,465	       $  1,590,193	  2,578,347	    $  27,080,903
							             ----------------------------------------------------------

Transactions in capital stock for International were as follows for the period 
indicated:

                                     				Period From May 9, 1996* to			
                                          				December 31, 1996
                                         ----------------------------			
                                     				  Shares	            Amount		
Shares sold				                          3,397,413	       $ 34,283,766		
Shares issued related to 							
   reinvestment of dividends				           109,492	          1,114,153		
                                         -----------------------------
                                     				3,506,905	         35,397,919		
Shares redeemed		                            		817	              8,400		
							                                  -----------------------------
Net increase			                          3,506,088	       $ 35,389,519		
							                                  -----------------------------
*Commencement of Operations

7. Capital Stock Transactions (continued)

Transactions in capital stock for International-Hedged were as follows for the 
periods indicated:

                     				Year Ended		      For the Period September 14, 1995*	
                 				December 31, 1996		          to December  31,1995	
                ------------------------------------------------------------
             				 Shares	        Amount	         Shares	           Amount
							
Shares sold		 		17,293,642	  $174,000,000	     10,600,000 	    $106,000,000 
Shares issued 
 related to						
 reinvestment 
 of dividends	  			509,355	     5,046,775	        139,771	        1,398,833 
                -------------------------------------------------------------
            				17,802,997	   179,046,775	     10,739,771      	107,398,833 
Shares redeemed		8,214,673	    82,699,260	      7,403,873       	74,500,000 
							         -------------------------------------------------------------
Net increase 	 		9,588,324	  $ 96,347,515	      3,335,898	     $ 32,898,833 
                -------------------------------------------------------------
* The International-Hedged Portfolio recommenced operations on September 14, 
  1995.


8. Repurchase and Reverse Repurchase Agreements

Each Portfolio may enter into repurchase agreements under which a bank or 
securities firm that is a primary or reporting dealer in U.S. Government 
securities agrees, upon entering into the contract, to sell U.S. Government 
securities to a Portfolio and repurchase such securities from such Portfolio 
at a mutually agreed upon price and date.  U.S. Short-Term, Worldwide, and 
Worldwide-Hedged may only invest up to 25% of their assets in repurchase 
agreements. Securities purchased subject to repurchase agreements must have 
an aggregate market value greater than or equal to the repurchase price plus 
accrued interest at all times.  If the value of the underlying securities falls 
below the value of the repurchase price plus accrued interest, the Portfolio 
will require the seller to deposit additional collateral by the next business 
day.  If the request for additional collateral is not met, or the seller 
defaults on its repurchase obligation, such Portfolio maintains the right to 
sell the underlying securities at market value and may claim any resulting loss 
against the seller.

Each Portfolio is also permitted to enter into reverse repurchase agreements 
under which a primary or reporting dealer in U.S. Government securities 
purchases U.S. Government securities from a Portfolio and such Portfolio agrees 
to repurchase the securities at an agreed upon price and date.  U.S. Short-Term,
Worldwide, and Worldwide-Hedged may only invest up to 25% of their assets in 
reverse repurchase agreements. When a Portfolio engages in reverse repurchase 
transcations, the Portfolio will maintain, in a segregated account with its 
custodian, securities equal in value to those subject to the agreement.

For the year ended December 31, 1996, the following Portfolios had a maximum 
amount of reverse repurchase agreements outstanding, average amount of reverse 
repurchase agreements outstanding, and daily weighted average interest rate as 
shown:

_______________________________________________________________
Portfolio	                  Maximum       Average       Average
                            Balance	      Balance	      Rate
- ----------------------------------------------------------------
U.S. Short-Term	       $141,468,250	 $ 11,378,297	       5.643%
Stable Return	           18,941,000	      779,872	       5.164
Mortgage	                53,126,550	    7,608,296	       5.333


Each Portfolio will engage in repurchase and reverse repurchase transactions 
with parties selected on the basis of such party's creditworthiness.


9. Options Transactions

For hedging purposes, each Portfolio may purchase and write (sell) put and call 
options on U.S. and foreign government securities and foreign currencies that 
are traded on U.S. and foreign securities exchanges and over-the-counter 
markets.

The risk with purchasing an option is that the Portfolio pays a premium whether 
or not the option is exercised.  Additionally, the Portfolio bears the risk of 
loss of premium and change in market value should the counterparty not perform 
under the contract. 

Put and call options purchased are accounted for in the same manner as portfolio
securities.  The cost of securities acquired through the exercise of call 
options is increased by the premiums paid.  The proceeds from securities sold 
through the exercise of put options are decreased by the premiums paid.  

When the Portfolio writes an option, the premium received by the Portfolio is 
recorded as a liability and is subsequently adjusted to the current market value
of the option written.  Premiums received from writing options which expire 
unexercised are recorded by the Portfolio on the expiration date as realized 
gains from option transactions.  The difference between the premium and the 
amount paid on effecting a closing purchase transaction, including brokerage 
commissions, is also treated as a realized gain, or if the premium is less than 
the amount paid for the closing purchase transaction, as a realized loss.

If a call option is exercised, the premium is added to the proceeds from the 
sale of the underlying security or currency in determining whether the Portfolio
has a realized gain or loss.  If a put option is exercised, the premium reduces 
the cost basis of the security or currency purchased by the Portfolio.  In 
writing an option, the Portfolio bears the market risk of an unfavorable 
change in the price of the security or currency underlying the written option.  
Exercise of an option written by the Portfolio could result in the Portfolio 
selling or buying a security or currency at a price different from the current 
market value.

A summary of put and call options written by U.S. Short-Term for the year ended 
December 31, 1996 is as follows:
					
                                	 1996 Calls 		             1996 Puts 
                           	 # of 		                  	 # of 	
                         	 Contracts   	 Premiums 	   Contracts   	 Premiums 
					
Outstanding, beginning 
 of period					
Eurodollars	                  270  	    $  15,101 		         -	     $      - 
					
Options written					
Eurodollars	                    -	              -		        250	      104,858
U.S. Treasury	                335	        124,749		          - 	           -
					
Options closed					
Eurodollars	                  270	         15,101		        250	      104,858
U.S. Treasury	                294	        117,574		          -            	-
					
Options expired					
U.S. Treasury	                 41	          7,175		          - 	           - 
					
Outstanding, end 
 of period					
                       -------------------------------------------------------
Eurodollars	                    -	       $      -            -       $     -   
U.S. Treasury	                  - 	      $      -		          - 	     $     -   
                       -------------------------------------------------------

9. Options Transactions (continued)

A summary of put and call options written by Mortgage for the year ended 
December 31, 1996 is as follows:
					
                             	 1996 Calls 	              	 1996 Puts 
                          ---------------------      ----------------------
                          	 # of 	                  		 # of 	
                        	 Contracts   	 Premiums 		  Contracts   	 Premiums 
					
Outstanding, beginning 
 of period	                     -	      $      -		           -	    $      -
					
Options written					
FNMA	                          42	       264,375			
U.S. Treasury	                 30	        51,562			
					
Options closed					
U.S. Treasury	                 30	        51,562		           - 	          -
					
Options expired					
FNMA	                          42	       264,375	            - 	          - 
			                      -----------------------------------------------------		
Outstanding, end 
 of period	                     -	      $      -		          -	     $      -
                         ------------------------------------------------------
10. Swap Transactions 

A swap is an agreement that obligates two parties to exchange a series of cash 
flows at specified intervals based upon or calculated by reference to changes in
specified prices or rates for a specified amount of an underlying asset.  The 
payment flows are usually netted against each other, with the difference being 
paid by one party to the other.  Risks may arise as a result of the failure of 
another party to the swap contract to comply with the terms of the swap 
contract.  The loss incurred by the failure of a counterparty is generally 
limited to the net payment to be received by the Portfolio, and/or the 
termination value at the end of thecontract.  Therefore, the Portfolio 
considers the creditworthiness of each counterparty to a swap contract in 
evaluating potential credit risk.  Additionally, risks may arise from 
unanticipated movements in interest rates or in the value of the underlying 
securities or indices.

Mortgage entered into three interest rate swap contracts pursuant to which the 
Portfolio makes or receives payments based on (1) changes in the London 
Interbank Offered Rate (LIBOR) applied to a notional amount, (2) paydowns of 
the outstanding principal amount of underlying mortgage-backed securities, and 
(3) the diffrence between the par value of such underlying mortgage-backed 
securities and their market value on the termination date of the contract.  
The swap contracts are designed to enhance the total return of the Portfolio.

The Portfolio records a net receivable or payable for the amount expected to be 
received or paid in the period.  Fluctuations in the value of interest rate swap
contracts are recorded for financial statement purposes as unrealized 
appreciation (depreciation) on investments.

As of December 31, 1996, Mortgage had entered into the following interest rate 
swap contracts:

<TABLE>
<S>               <C>          <C>           <C>                  <C>                 <C>           
                                                                       Payments
    Swap           Notional     Termination     Payments Made      Received by the     Unrealized
 Counterparty	      Amount	        Date	       by the Portfolio	       Portfolio	      Appreciation

Lehman Brothers	  $50,000,000	    9/20/11	           (a)	              0.1315%	            $263    
Morgan Stanley	    50,000,000	   10/20/11	           (a)	                0.17%	             497
Nomura	           100,000,000	     1/1/12	        (a) + (b)	             0.16%	               -
</TABLE>

(a) Each contract includes provisions for a termination payment to be made by 
the Portfolio if the market value of the underlying mortgage-backed securities 
is below par or a payment to be made by the counterparty if the market value 
exceeds par value.

(b) LIBOR  times 0.04% times notional value plus 0.04% of paydowns of principal 
of underlying mortgage securities.

10. Swap Transactions (continued) 

International-Hedged entered into a swap agreement pursuant to which the 
Portfolio agrees to pay the return of a specified global index in exchange for 
an interest payment based on LIBOR.  The effect of such is to hedge the market 
exposure imbedded in the Portfolio for a current market interest return, plus 
(or minus) any incremental return achieved in excess of the index return.  This 
type of transaction also serves to hedge currency exposure.  The index used 
pursuant to this hedging technique is the JP Morgan Non-U.S. Traded Total 
Return Government Bond Index (Unhedged) ("JP Morgan Index").
  
The Portfolio records a net receivable or payable on a daily basis for the 
amount expected to be received or paid in the period.  Income paid or received 
on the JP Morgan Index is broken down into an interest expense component 
(recorded as an offset to interest income) and a capital component (recorded as
net realized gain or loss on investment).  Income received based on LIBOR is 
recorded as interest income.

At December 31, 1996, International-Hedged had one outstanding swap contract 
with the following terms:

                                                                  Payments
    Swap          Notional      Termination    Payments Made    Received by the
Counterparty	      Amount	         Date	     by the Portfolio	     Portfolio

Morgan Guaranty 
 Trust Co.	    $126,000,000	     11/4/98	    % of change in      LIBOR minus
                                             the JP Morgan       26 basis points
                                             Index	

11. Segregation of Assets

It is the policy of each of the Fund's Portfolios to have its custodian 
segregate certain assets to cover portfolio transactions which are deemed to 
create leverage under Section 18(f) of the Investment Company Act of 1940.  The 
Portfolios turn over assets on a frequent basis which would make it impractical 
to specify individual securities to be used for segregation purposes.  
Therefore, the Portfolio's custodian has been instructed to segregate all 
settled assets.  The Portfolios will not enter into transactions deemed to 
create leverage in excess of each Portfolio's ability to segregate up to 100% 
of its settled assets.





OFFICERS & DIRECTORS AND OTHER PERTINENT INFORMATION

















OFFICERS AND DIRECTORS                Investment Adviser
                                      Fischer Francis Trees & Watts, Inc.
Stephen J. Constantine                200 Park Avenue
President and Director of the Fund    New York, NY  10166

John C Head III                       Sub-Adviser
Director of the Fund                  Fischer Francis Trees & Watts
                                      3 Royal Court
Lawrence B. Krause                    The Royal Exchange
Director of the Fund                  London, EC3V 3RA

Paul Meek                             Administrator and Distributor
Director of the Fund                  AMT Capital Services, Inc.
                                      600 Fifth Avenue
Onder John Olcay                      New York, NY  10020
Chairman of the Board and 
CEO of the Fund                       Custodian and Fund Accounting Agent
                                      Investors Bank & Trust Company
Stephen P. Casper                     P.O. Box 1537
Treasurer of the Fund                 Boston, MA  02205-1537

William E. Vastardis                  Transfer and Dividend Disbursing Agent
Secretary of the Fund                 Investors Bank & Trust Company
                                      P.O. Box 1537
Carla E. Dearing                      Boston, MA  02205-1537
Assistant Treasurer of the Fund
                                      Legal Counsel
                                      Dechert Price & Rhoads
                                      1500 K Street, N.W.
                                      Washington, D.C.  20005-1208

                                      Independent Auditors
                                      Ernst & Young LLP
                                      787 Seventh Avenue
                                      New York, NY  10019



WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 1
   <NAME> U.S. SHORT-TERM PORTFOLIO
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                    12-MOS
<FISCAL-YEAR-END>                         DEC-31-1996
<PERIOD-END>                              DEC-31-1996
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<INVESTMENTS-AT-VALUE>                         350424
<RECEIVABLES>                                    5991
<ASSETS-OTHER>                                      1
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<TOTAL-ASSETS>                                 356462
<PAYABLE-FOR-SECURITIES>                         1142
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<TOTAL-LIABILITIES>                              1205
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<SHARES-COMMON-PRIOR>                           46292
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<DIVIDEND-INCOME>                                   0
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<REALIZED-GAINS-CURRENT>                       (1792)
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<ACCUMULATED-NII-PRIOR>                            71
<ACCUMULATED-GAINS-PRIOR>                      (4577)
<OVERDISTRIB-NII-PRIOR>                             0
<OVERDIST-NET-GAINS-PRIOR>                          0
<GROSS-ADVISORY-FEES>                             847
<INTEREST-EXPENSE>                                642
<GROSS-EXPENSE>                                  2216
<AVERAGE-NET-ASSETS>                           488592
<PER-SHARE-NAV-BEGIN>                            9.88
<PER-SHARE-NII>                                  0.55
<PER-SHARE-GAIN-APPREC>                        (0.03)
<PER-SHARE-DIVIDEND>                             0.55
<PER-SHARE-DISTRIBUTIONS>                         .00
<RETURNS-OF-CAPITAL>                              .00
<PER-SHARE-NAV-END>                              9.85
<EXPENSE-RATIO>                                   .27
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 5
   <NAME> STABLE RETURN PORTFOLIO
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                    12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                            41370
<INVESTMENTS-AT-VALUE>                           41484
<RECEIVABLES>                                     1596
<ASSETS-OTHER>                                      24
<OTHER-ITEMS-ASSETS>                                 8
<TOTAL-ASSETS>                                   43112
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                            992
<OTHER-ITEMS-LIABILITIES>                           20
<TOTAL-LIABILITIES>                               1002
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         41939
<SHARES-COMMON-STOCK>                             4241
<SHARES-COMMON-PRIOR>                              508
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                             43
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                           118
<NET-ASSETS>                                     42100
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 1414
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     109
<NET-INVESTMENT-INCOME>                           1305
<REALIZED-GAINS-CURRENT>                           179
<APPREC-INCREASE-CURRENT>                           89
<NET-CHANGE-FROM-OPS>                             1573
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         1305
<DISTRIBUTIONS-OF-GAINS>                           138
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                           3600
<NUMBER-OF-SHARES-REDEEMED>                         12
<SHARES-REINVESTED>                                145
<NET-CHANGE-IN-ASSETS>                           37020
<ACCUMULATED-NII-PRIOR>                              1
<ACCUMULATED-GAINS-PRIOR>                            3
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                               35
<INTEREST-EXPENSE>                                  40
<GROSS-EXPENSE>                                    143
<AVERAGE-NET-ASSETS>                             22518
<PER-SHARE-NAV-BEGIN>                            10.00
<PER-SHARE-NII>                                    .55
<PER-SHARE-GAIN-APPREC>                         (0.04)
<PER-SHARE-DIVIDEND>                               .55
<PER-SHARE-DISTRIBUTIONS>                          .03
<RETURNS-OF-CAPITAL>                               .00
<PER-SHARE-NAV-END>                               9.93
<EXPENSE-RATIO>                                    .31
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 8
   <NAME> MORTGAGE TOTAL RETURN PORTFOLIO
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                    9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                           485247
<INVESTMENTS-AT-VALUE>                          484739
<RECEIVABLES>                                   151466
<ASSETS-OTHER>                                    1122
<OTHER-ITEMS-ASSETS>                                10
<TOTAL-ASSETS>                                  636215
<PAYABLE-FOR-SECURITIES>                        271074
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       144151
<TOTAL-LIABILITIES>                             415225
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        221531
<SHARES-COMMON-STOCK>                            21756
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                          (1260)
<ACCUMULATED-NET-GAINS>                            262
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                           457
<NET-ASSETS>                                    220990
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 5164
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     557
<NET-INVESTMENT-INCOME>                           4607
<REALIZED-GAINS-CURRENT>                           379
<APPREC-INCREASE-CURRENT>                          457
<NET-CHANGE-FROM-OPS>                             5443
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         5867
<DISTRIBUTIONS-OF-GAINS>                           117
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                          24698
<NUMBER-OF-SHARES-REDEEMED>                       3530
<SHARES-REINVESTED>                                588
<NET-CHANGE-IN-ASSETS>                          220990
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              189
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    619
<AVERAGE-NET-ASSETS>                             93798
<PER-SHARE-NAV-BEGIN>                            10.00
<PER-SHARE-NII>                                   0.41
<PER-SHARE-GAIN-APPREC>                           0.23
<PER-SHARE-DIVIDEND>                              0.47
<PER-SHARE-DISTRIBUTIONS>                         0.01
<RETURNS-OF-CAPITAL>                              0.00
<PER-SHARE-NAV-END>                              10.16
<EXPENSE-RATIO>                                   0.45
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 2
   <NAME> WORLDWIDE PORTFOLIO
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                    12-MOS
<FISCAL-YEAR-END>                         DEC-31-1996
<PERIOD-END>                              DEC-31-1996
<INVESTMENTS-AT-COST>                           80588
<INVESTMENTS-AT-VALUE>                          80358
<RECEIVABLES>                                    1524
<ASSETS-OTHER>                                   1083
<OTHER-ITEMS-ASSETS>                                0
<TOTAL-ASSETS>                                  82965
<PAYABLE-FOR-SECURITIES>                         7802
<SENIOR-LONG-TERM-DEBT>                             0
<OTHER-ITEMS-LIABILITIES>                         224
<TOTAL-LIABILITIES>                              8026
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                        85027
<SHARES-COMMON-STOCK>                            7773
<SHARES-COMMON-PRIOR>                            8766
<ACCUMULATED-NII-CURRENT>                           0
<OVERDISTRIBUTION-NII>                              0
<ACCUMULATED-NET-GAINS>                       (10168)
<OVERDISTRIBUTION-GAINS>                            0
<ACCUM-APPREC-OR-DEPREC>                           80
<NET-ASSETS>                                    74939
<DIVIDEND-INCOME>                                   0
<INTEREST-INCOME>                                5808
<OTHER-INCOME>                                      0
<EXPENSES-NET>                                    570
<NET-INVESTMENT-INCOME>                          5238
<REALIZED-GAINS-CURRENT>                          613
<APPREC-INCREASE-CURRENT>                      (1098)
<NET-CHANGE-FROM-OPS>                            4753
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                        5238
<DISTRIBUTIONS-OF-GAINS>                          738
<DISTRIBUTIONS-OTHER>                             794
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<SHARES-REINVESTED>                               566
<NET-CHANGE-IN-ASSETS>                        (11247)
<ACCUMULATED-NII-PRIOR>                             0
<ACCUMULATED-GAINS-PRIOR>                           0
<OVERDISTRIB-NII-PRIOR>                             0
<OVERDIST-NET-GAINS-PRIOR>                          0
<GROSS-ADVISORY-FEES>                             380
<INTEREST-EXPENSE>                                  0
<GROSS-EXPENSE>                                   615
<AVERAGE-NET-ASSETS>                            94968
<PER-SHARE-NAV-BEGIN>                            9.83
<PER-SHARE-NII>                                  0.53
<PER-SHARE-GAIN-APPREC>                          0.01
<PER-SHARE-DIVIDEND>                             0.53
<PER-SHARE-DISTRIBUTIONS>                        0.09
<RETURNS-OF-CAPITAL>                             0.11
<PER-SHARE-NAV-END>                              9.64
<EXPENSE-RATIO>                                  0.60
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 3
   <NAME> WORLDWIDE-HEDGED PORTFOLIO
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                    12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                            30327
<INVESTMENTS-AT-VALUE>                           30383
<RECEIVABLES>                                      686
<ASSETS-OTHER>                                     297
<OTHER-ITEMS-ASSETS>                               118
<TOTAL-ASSETS>                                   31484
<PAYABLE-FOR-SECURITIES>                          1432
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           28
<TOTAL-LIABILITIES>                               1460
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         30730
<SHARES-COMMON-STOCK>                             2751
<SHARES-COMMON-PRIOR>                             2605
<ACCUMULATED-NII-CURRENT>                          268
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                         (1130)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                           156
<NET-ASSETS>                                     30024
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 1671
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     122
<NET-INVESTMENT-INCOME>                           1549
<REALIZED-GAINS-CURRENT>                          1460
<APPREC-INCREASE-CURRENT>                        (304)
<NET-CHANGE-FROM-OPS>                             2705
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         2526
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            171
<NUMBER-OF-SHARES-REDEEMED>                        256
<SHARES-REINVESTED>                                231
<NET-CHANGE-IN-ASSETS>                            1769
<ACCUMULATED-NII-PRIOR>                            656
<ACCUMULATED-GAINS-PRIOR>                       (2161)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                               68
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    188
<AVERAGE-NET-ASSETS>                             27128
<PER-SHARE-NAV-BEGIN>                            10.85
<PER-SHARE-NII>                                   0.62
<PER-SHARE-GAIN-APPREC>                           0.43
<PER-SHARE-DIVIDEND>                              0.99
<PER-SHARE-DISTRIBUTIONS>                         0.00
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.91
<EXPENSE-RATIO>                                   0.45
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 9
   <NAME> INTERNATIONAL PORTFOLIO
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                    8-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                            41812
<INVESTMENTS-AT-VALUE>                           42009
<RECEIVABLES>                                     1054
<ASSETS-OTHER>                                     118
<OTHER-ITEMS-ASSETS>                                56
<TOTAL-ASSETS>                                   43237
<PAYABLE-FOR-SECURITIES>                          7450
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           41
<TOTAL-LIABILITIES>                               7491
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         35389
<SHARES-COMMON-STOCK>                             3506
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            243
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                           114
<NET-ASSETS>                                     35746
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                  924
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                      88
<NET-INVESTMENT-INCOME>                            836
<REALIZED-GAINS-CURRENT>                           519
<APPREC-INCREASE-CURRENT>                          114
<NET-CHANGE-FROM-OPS>                             1469
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                          836
<DISTRIBUTIONS-OF-GAINS>                           276
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                           3397
<NUMBER-OF-SHARES-REDEEMED>                          1
<SHARES-REINVESTED>                                110
<NET-CHANGE-IN-ASSETS>                           35746
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                               58
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    134
<AVERAGE-NET-ASSETS>                             22657
<PER-SHARE-NAV-BEGIN>                            10.00
<PER-SHARE-NII>                                   0.38
<PER-SHARE-GAIN-APPREC>                           0.28
<PER-SHARE-DIVIDEND>                              0.38
<PER-SHARE-DISTRIBUTIONS>                         0.08
<RETURNS-OF-CAPITAL>                              0.00
<PER-SHARE-NAV-END>                              10.20
<EXPENSE-RATIO>                                   0.60
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 4
   <NAME> INTERNATIONAL-HEDGED PORTFOLIO
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                  12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                           119915
<INVESTMENTS-AT-VALUE>                          120037
<RECEIVABLES>                                     6369
<ASSETS-OTHER>                                     548
<OTHER-ITEMS-ASSETS>                                10
<TOTAL-ASSETS>                                  126964
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          319
<TOTAL-LIABILITIES>                                319
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        128024
<SHARES-COMMON-STOCK>                            12924
<SHARES-COMMON-PRIOR>                             3336
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          (701)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         (678)
<NET-ASSETS>                                    126645
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 2807
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     320
<NET-INVESTMENT-INCOME>                           2486
<REALIZED-GAINS-CURRENT>                           455
<APPREC-INCREASE-CURRENT>                       (1600)
<NET-CHANGE-FROM-OPS>                             1341
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         2486
<DISTRIBUTIONS-OF-GAINS>                          2562
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                          17294
<NUMBER-OF-SHARES-REDEEMED>                       8215
<SHARES-REINVESTED>                                509
<NET-CHANGE-IN-ASSETS>                           92640
<ACCUMULATED-NII-PRIOR>                            105
<ACCUMULATED-GAINS-PRIOR>                          (4)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              214
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    354
<AVERAGE-NET-ASSETS>                             53426
<PER-SHARE-NAV-BEGIN>                            10.19
<PER-SHARE-NII>                                   0.47
<PER-SHARE-GAIN-APPREC>                         (0.15)
<PER-SHARE-DIVIDEND>                              0.47
<PER-SHARE-DISTRIBUTIONS>                         0.14
<RETURNS-OF-CAPITAL>                              0.10
<PER-SHARE-NAV-END>                               9.80
<EXPENSE-RATIO>                                   0.60
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>









                             AMT Capital Fund, Inc.
                             Money Market Portfolio

                                 Annual Report

















                                December 31, 1996


                            AMT Capital Services, Inc.
                   600 Fifth Avenue,  New York, New York  10020
             Telephone (212) 332-5211    Long Distance (800) 762-4848
                             Facsimile (212) 332-5190





AMT Capital Fund, Inc.
- --------------------------------------------------------------------------------
President's Letter
- --------------------------------------------------------------------------------







                                                    								February 28, 1997



Dear Shareholder:

    We are pleased to present the Annual Report for the AMT Capital Fund, 
Inc. for the fiscal year ended December 31, 1996. The Money Market Portfolio 
ended its third year of operations with continued strong performance.  It 
outperformed its benchmark, the IBC/Donoghue's Money Market Fund Average, by 8 
basis points for the year and by 28 basis points since inception (annualized).  
We greatly appreciate your continued investment in the Portfolio and welcome 
the opportunity to answer your questions regarding the report or any other 
matter in which we can be of assistance.  


                                              								Sincerely, 

                                                      /s/ Alan M. Trager

                                              								Alan M. Trager
                                              								President





AMT Capital Fund, Inc.
- --------------------------------------------------------------------------------
Money Market Portfolio - Table of Contents
- --------------------------------------------------------------------------------






Overview ...............................................................	1

Statement of Net Assets.................................................	2

Statement of Operations.................................................	4

Statement of Changes in Net Assets......................................	5

Financial Highlights.................................................... 6

Notes to Financial Statements........................................... 7




		


    The Money Market Portfolio provided a total return of 5.18% for the one-
year period ending December 31, 1996, continuing its record of outperforming 
its benchmark, the IBC/Donoghue's Money Market Fund Average, in every month 
since inception, and by 8 basis points for this twelve-month period.  The 
seven-day yield as of December 31, 1996 was 5.06% versus the seven-day yield 
of the IBC/Donoghue's Money Market Fund Average of 4.90%.   The Portfolio 
invests in high-quality, short-term money market instruments.  Its objective 
is to seek current income, liquidity and the maintenance of a stable net asset 
value.  Net assets were $25 million as of December 31, 1996.            

Review of the Fixed Income Markets in 1996

   	The year began with high investor expectations after the phenomenal 
returns realized in 1995.  Many investors anticipated that the Federal Reserve 
would decrease the Federal funds rate at least three times and they also 
looked forward to Congress passing a balanced budget amendment.  Instead, the 
balanced budget amendment failed and the Federal Reserve made only one rate 
cut of 25 basis points on January 31, 1996.  Overall, compared to 1995 (one of 
the best bond markets in history), 1996 was a disappointing year for fixed 
income investors.  The first and second quarters produced negative returns 
across virtually all market sectors.  While the market rebounded in the third 
and fourth quarters, the overall gains for the year were modest.  The mortgage 
sector led the U.S. market in total return, followed closely by corporates and 
Treasuries.  Global investors fared better, as non-U.S. securities 
outperformed domestic securities.  Italy, Spain, Sweden, and Canada posted the 
largest gains in local currency terms.

   	The most significant trend in the fixed income markets during 1996 was 
the spread compression that occurred in virtually all areas of the capital 
markets, including investment grade corporates, high yield corporates, 
emerging market obligations, asset-backed and mortgage-backed securities.  
Significantly higher equity valuations, improving credit quality fundamentals,  
and  strong investor demand all contributed to tightening spreads during the 
year.

   	Interest rates were volatile but remained within a range for most of the 
year as the market waited for economic data to either confirm or refute 
expectations of economic growth and inflation.  Market participants reacted 
quickly and strongly to continually surprising economic statistics, which was 
reflected in the volatility of Treasury yields.

Portfolio Positioning

    Throughout the first half of the year short duration positions or 
positions held near the duration of the benchmark assisted the Portfolio in 
outperforming its benchmark.  During the fourth quarter, declining interest 
rates and conflicting economic data made for a volatile market, and presented 
numerous opportunities for both duration and yield curve changes.  Taking 
advantage of the declining rate environment, the Portfolio's duration was 
predominantly longer than that of the benchmark.

Outlook

    Economic growth during the fourth quarter was very solid, with minimal 
inflationary pressures.  Strength in several sectors of the economy, including 
trade, construction, and manufacturing, more than offset slowing personal 
consumption.  The major issue for 1997 will be whether the economy continues 
its upward momentum, and if this continuing growth will raise investors' fear 
of inflation.  The market is divided on this question, as evidenced by implied 
forward rates along the yield curve.  The Portfolio began the new year neutral 
in duration but poised to move shorter if signs of a stronger economy emerge. 




AMT Capital Fund, Inc. - Money Market Portfolio
- --------------------------------------------------------------------------------
Statement of Net Assets 
December 31, 1996
- --------------------------------------------------------------------------------
				
				
                                               		 Face Amount 	   	 Value 
				                                              -----------     -----------
Asset- Backed Securities - 4.7%				
				
NationsBank Auto Owner Trust, Series 1996-A, 
  Class A1, 5.776% due 8/15/97	                 	 $   336,137 		  $   336,296 
Norwest Automobile Trust, Series 1996-A, 
  Class A1, 5.465% due 12/5/97		                      854,088	        854,088 
  	  Total  (Cost - $1,190,384)			                                  1,190,384 
				
Bank Obligations - 32.8%				
				
Bank of Boston (Nassau) Time Deposit, 
  5.250% due 1/2/97		                               1,207,000       1,207,000 
Bank of Montreal Yankee CD, 5.500% due 1/3/97		     1,000,000 		    1,000,000 
Bankers Trust Company CD, 5.420% due 5/23/97		      1,000,000 		    1,000,000 
Bayerische Landesbank Eurodollar CD, 
  5.500% due 4/18/97		                              1,000,000 		    1,000,012 
Bayerische Vereinsbank Yankee CD, 
  5.410% due 2/21/97		                              1,000,000 		    1,000,014 
Mellon Bank N.A. CD, 5.550% due 1/28/97		           1,000,000 		    1,000,000 
Morgan Guaranty Trust Eurodollar CD, 
  5.400% due 1/8/97		                               1,000,000 		    1,000,000 
Republic National Bank of New York CD, 
  5.510% due 4/1/97		                               1,000,000 		    1,000,010 
    	Total (Cost - $8,207,036)			                                   8,207,036 
				
Commercial Paper - 43.6%*				
				
Abbey National N.A., 5.440% due 3/26/97		           1,000,000 		      987,307 
American Brands, Inc., 5.320% due 1/14/97		         1,000,000 		      998,079 
Banc One Corp., 5.310% due 1/6/97		                 1,000,000 		      999,263 
Bayer Corp., 5.350% due 3/17/97		                   1,000,000 		      988,854 
Canadian Government, 5.255% due 5/7/97		            1,000,000 		      981,607 
Ciesco L.P., 5.320% due 1/15/97		                   1,000,000         997,784 
Daimler Benz N.A. Corp., 5.390% due 1/15/97		       1,000,000 		      997,904 
Falcon Asset Securitization, 5.390% due 1/21/97		   1,000,000 		      997,004 
General Electric Capital Corp., 5.620% due 3/5/97		 1,000,000 		      990,165 
Glaxo Wellcome plc, 5.300% due 2/6/97		             1,000,000 		      994,700 
McKenna Triangle Corp., 5.280% due 2/6/97		         1,000,000 		      994,720 
    	Total (Cost - $10,927,387)			                                 10,927,387 
				
U.S. Government Agency - 18.4%*				
Federal National Mortgage Association DN, 
6.500% due 1/2/97				
    	(Cost - $4,599,169)	                           4,600,000       4,599,169 
				
Total Investments (Cost - $24,923,976) - 99.5%				                 24,923,976 

				
Other Assets and Liablilties, Net - 0.5%				
				
Other assets net of liabilities				                                   125,526 
Payable to Fund Administrator				                                     (1,495)
Payable to Investment Adviser 			                                      	(984)
				
    	Other Assets and Liabilities, net			                             123,047 
				
				

Net Assets - 100.0%				
Applicable to 25,025,670 outstanding $.001 
  par value shares 				
    	(authorized 1,000,000,000 shares)			                        $ 25,047,023 
				
    	Net Asset Value Per Share			                                $       1.00 
				
Components of Net Assets as of 
December 31, 1996 were as follows:				
Capital Stock at par value ($.001)				                           $     25,026 
Capital Stock in excess of par value	                           			25,000,644 
Accumulated net realized gain on investments 			                      	21,353 
				                                                             $ 25,047,023 
				
				
				
				

	                                           See Notes to Financial Statements



AMT Capital Fund, Inc. - Money Market Portfolio
- --------------------------------------------------------------------------------
Statement of Operations
For the Year Ended December 31, 1996
- --------------------------------------------------------------------------------

									
									
Investment Income									
Interest				                                      	    		 $   1,397,922 		
									
Expenses									
Investment advisory fees						                    	              64,127 		
Administration fees							                                       25,651 		
Custodian fees							                                            23,338 		
Shareholder recordkeeping fees							                             4,177 		
Legal fees							                                                 5,615 		
Audit fees							                                                16,000 		
Directors' fees and expenses							                               7,269 		
Insurance expense							                                          6,375 		
Amortization of organization costs							                        17,656 		
State registration filing fees							                             4,446 		
Other fees and expenses							                                    4,820 		
									
    	Total operating expenses						                             179,474 		
									
Waiver of investment advisory and 									
administration fees 				                          			           (76,871)		
									
									
    	Total expenses						                                       102,603 		
									
									
Investment income, net		                        					         1,295,319 		
									
									
Realized gain on investments									
Net realized gain from investments						         	                9,381 		
									
    	Net increase in net assets								
    	resulting from operations					                     	 $   1,304,700 		
									
									
									
									
                                            See Notes to Financial Statements



AMT Capital Fund, Inc. - Money Market Portfolio
- --------------------------------------------------------------------------------
Statement of Changes in Net Assets
- --------------------------------------------------------------------------------

								
                                     						For the Year		      For the Year
                                        						Ended	       	      Ended
                                   						December 31, 1996	 	December 31, 1995
								                                 -----------------   ----------------- 
Increase in Net Assets From Operations								
Investment income, net						              $   1,295,319 		    $     1,321,433 
								
Net realized gain from investments 		             9,381                25,293 
								
Net increase in net assets resulting								
 	from operations					                        1,304,700 		          1,346,726 
								
Distributions to Shareholders From								
Investment income, net						                  1,295,319 		          1,321,433 
								
Net realized gain from investments						          2,870                   		-
								
Total distributions						                     1,298,189 		          1,321,433 
								
Capital Share Transactions, Net						          (829,641)		          3,838,719 
								
Total increase (decrease) in net assets		      (823,130)	           3,864,012 
								
Net Assets								
 	 Beginning of period				                   25,870,153            22,006,141 
								
  	End of period					                     $  25,047,023 		      $  25,870,153 
								
                                                                             
                                         See Notes to Financial Statements


AMT Capital Fund, Inc. - Money Market Portfolio
- --------------------------------------------------------------------------------
Financial Highlights
For the Periods Ended
- --------------------------------------------------------------------------------
<TABLE>
<S>                                   <C>                  <C>                  <C>                  <C>                   
                                       December 31, 1996		  December 31, 1995		  December 31, 1994		  December 31, 1993*
											
Per Share Data											
Net asset value, beginning of period			$            1.00 		 $            1.00 		 $            1.00 		 $            1.00 	
											
											
Investment income, net				                          0.05 	               0.06 		              0.04                 0.00 **
											
Net realized gain on investments				                0.00	**	             0.00 **	             0.00 (b)	              -   	
											
	 Net increase from investment 
  operations			                                     0.05 		              0.06 		              0.04 		              0.00 	
											
Less Distributions from											
Investment income, net				                          0.05 		              0.06 		              0.04 		              0.00 **
											
Net realized gain from investments				              0.00 **	                -   		               -   		               -   	
											
Temporary overdistribution of 
net realized gain on investments		                     -		                  -		               0.00	**	                -	
											
  	Total distributions			                           0.05 		              0.06 		              0.04 		              0.00 	
											
Net asset value, end of period				          $       1.00 		       $      1.00 		       $      1.00 		       $      1.00 	
											
Total Return	                                    			5.18%	              	5.74%		              4.13%		              2.69%	(a)
											
Ratios/Supplemental Data											
Net assets, end of period				               $ 25,047,023 		      $ 25,870,153 		      $ 22,006,141 		      $  2,335,633 	
											
Ratio of expenses to average 
net assets		                                      		0.40%		              0.40%		              0.40%		              0.40%	(a)				

Ratio of net investment income to 
average net assets				                              5.05%		              5.58%		              4.16%		              2.67%	(a)
											
Decrease in above ratio due to 
waiver of investment advisory
and administration fees, and 
reimbursement of other expenses                     0.30%                0.37%                0.64%               25.54% (a)

</TABLE>
         

(a) Annualized
(b) Includes the effect of net realized gains prior to significant increases 
    in shares outstanding.
*    Commencement of Operations was November 1, 1993
**   Rounds to less than $0.01		                                         
                                             See Notes to Financial Statements



AMT Capital Fund, Inc. - Money Market Portfolio
- --------------------------------------------------------------------------------
Notes to Financial Statements 
December 31, 1996
- --------------------------------------------------------------------------------

1. Organization

AMT Capital Fund, Inc. (the "Fund") is organized as a Maryland corporation 
and is registered under the Investment Company Act of 1940, as amended, as 
an open-end management investment company.  The Money Market Portfolio 
(the "Portfolio") commenced operations on November 1, 1993 and is the only 
active portfolio of the fund.  The costs incurred by the Fund in 
connection with the organization and initial registration are being 
amortized in the Portfolio on a straight-line basis over a sixty-month 
period. The unamortized balance of organizational expenses at December 31, 
1996 was $32,369.

2. Summary of Significant Accounting Policies

Securities

All securities transactions are recorded on a trade date basis.  Interest 
income and expenses are recorded on the accrual basis.  The Fund amortizes 
discount or premium on a daily basis to interest income.  The Fund uses 
the specific identification method for determining gain or loss on sales 
of securities.

Income Tax

It is the policy of the Portfolio to continue to qualify as a regulated 
investment company, if such qualification is in the best interest of its 
shareholders, by complying with the applicable provisions of the Internal 
Revenue Code, and to make distributions of taxable income sufficient to 
relieve it from substantially all Federal income and excise taxes.

Valuation

All investments in the Portfolio are valued daily on an amortized cost 
basis, which approximates fair value and is consistent with Rule 2a-7 of 
the Investment Company Act of 1940.

Expenses

Expenses directly attributed to each Portfolio in the Fund are charged to 
that Portfolio's operations; expenses which are applicable to all 
Portfolios are allocated among them based on average daily net assets.

Dividends to Shareholders

It is the policy of the Portfolio to declare dividends daily on all of its 
net investment income. Net investment income dividends are payable 
monthly.   Net short-term and long-term capital gains distributions for 
both Portfolios, if any, are normally distributed on an annual basis.

Dividends from net investment income and distributions from realized gains 
from investment transactions are determined in accordance with Federal 
income tax regulations, which may differ from investment income and 
realized gains determined under generally accepted accounting principles.  
These "book/tax" differences are either considered temporary or permanent 
in nature.  To the extent these differences are permanent in nature, such 
amounts are reclassified within the capital accounts based on their 
federal tax-basis treatment; temporary differences do not require 
reclassification.  Dividends and distributions which exceed net investment 
income and net realized capital gains for financial reporting purposes, 
but not for tax purposes are reported as dividends in excess of net 
investment income or distributions in excess of net realized capital 
gains.  To the extent they exceed net investment income and net realized 
capital gains for tax purposes, they are reported as distributions of 
paid-in-capital.

2. Summary of Significant Accounting Policies (continued)

Estimates

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

3. Investment Advisory Agreement and Affiliated Transactions

The advisory fee and administration fees are computed daily at an annual 
rate of .25% and .10%, respectively, of the average net assets of the 
Portfolio. The Investment Adviser and Administrator of the Portfolio have 
voluntarily agreed to reduce their fees and reimburse other expenses to 
the extent that aggregate expenses (exclusive of interest on borrowings, 
taxes and extraordinary expenses) exceed an annual rate of .40% of the 
average daily assets.

Directors' fees are $1,000 per meeting attended plus an annual retainer of 
$5,000.

4. Investment Transactions

The cost of securities owned by the Portfolio at December 31, 1996 for 
Federal tax purposes was substantially the same as for financial statement 
purposes.

5. Capital Share Transactions

Transactions in capital stock for the Portfolio were as follows for the 
periods indicated:
								
                                   				Year Ended             		Year Ended
                                   December 31, 1996	       	December 31,1995

<TABLE>
<S>                            <C>            <C>            <C>             <C>
			                               Shares	         Amount		       Shares	            Amount
								
Shares sold				                 1,049,604	     $  1,049,604		   9,334,905	     $  9,334,905 
								
Shares issued related to 
reinvestment	of dividends			   	1,244,304	        1,244,304		   1,311,602	        1,311,602 
                               -----------------------------  ------------------------------
                            				2,293,908	        2,293,908		  10,646,507	       10,646,507 
Shares redeemed	             			3,123,549	        3,123,549   		6,807,788	        6,807,788
								                       -----------------------------  ------------------------------
Net increase (decrease)		      		(829,641)	    $   (829,641)		  3,838,719	     $  3,838,719
</TABLE>

6. Repurchase and Reverse Repurchase Agreements

The Portfolio may enter into repurchase agreements under which a bank or 
securities firm that is a primary or reporting dealer in U.S. Government 
securities agrees, upon entering into a contract, to sell U.S. Government 
Securities to the Portfolio and repurchase such securities from the 
Portfolio at a mutually agreed upon price and date.

The Portfolio is also permitted to enter into reverse repurchase 
agreements under which a primary or reporting dealer in U.S. Government 
securities purchases U.S. Government securities from a Portfolio and the 
Portfolio agrees to repurchase the securities at an agreed upon price and 
date.


6. Repurchase and Reverse Repurchase Agreements (continued)

The Portfolio may engage in repurchase and reverse repurchase transactions 
with parties selected on the basis of such party's creditworthiness.  Securities
purchased subject to repurchase agreements must have an aggregate market value 
greater than or equal to the repurchase price plus accrued interest at all 
times.  If the value of the underlying securities falls below the value of the 
repurchase price plus accrued interest, the Portfolio will require the seller 
to deposit additional collateral by the next business day.  If the request for 
additional collateral is not met, or the seller defaults on its repurchase 
obligation, the Portfolio maintains the right to sell the underlying securities 
at market value and may claim any resulting loss against the seller.  When the 
Portfolio engages in reverse repurchase transactions, the Portfolio will 
maintain, in a segregated account with its custodian, securities equal in 
value to those subject to the agreement.


REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To the Shareholders and Board of Directors
AMT Capital Fund, Inc. - Money Market Portfolio

We have audited the accompanying statement of net assets of AMT Capital Fund, 
Inc. -  Money Market Portfolio as of December 31, 1996, and the related 
statement of operations for the year then ended, the statement of changes in 
net assets for each of the two years in the period then ended and the financial 
highlights for each of the periods indicated therein.  These financial 
statements and financial highlights are the responsibility of the Fund's 
management.  Our responsibility is to express an opinion on these financial 
statements and financial highlights based on our audits.

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

In our opinion, the financial statements and financial highlights referred to 
above present fairly, in all material respects, the financial position of the 
Money Market Portfolio of the AMT Capital Fund, Inc. at December 31, 1996, the 
results of its operations for the year then ended, the changes in its net assets
for each of the two years in the period then ended and the financial highlights
for each of the indicated periods, in conformity with generally accepted 
accounting principles.
						
                                                 /s/ Ernst & Young LLP
							

		
New York, New York
February 28, 1997




OFFICERS & DIRECTORS AND OTHER PERTINENT INFORMATION

OFFICERS AND DIRECTORS

Patricia A. Gammon
Director of the Fund

Marc P. Powell
Director of the Fund

Alan M. Trager
President and 
Director of the Fund

William E. Vastardis
Secretary and Treasurerof the Fund

Carla E. Dearing
Vice President and Assistant Treasurer of the Fund



INVESTMENT ADVISER

AMT Capital Advisers, Inc.
600 Fifth Avenue
New York, NY 10020

SUB-ADVISER

Fischer Francis Trees & Watts, Inc.
200 Park Avenue
New York, NY 10166

ADMINISTRATOR AND DISTRIBUTOR

AMT Capital Services, Inc.
600 Fifth Avenue, 
26th Floor
New York, NY  10020


CUSTODIAN AND FUND ACCOUNTING AGENT

Investors Bank & Trust Company
P.O. Box 1537
Boston, MA  02205-1537


TRANSFER AND DIVIDEND DISBURSING AGENT

Investors Bank & Trust Company
P.O. Box 1537
Boston, MA  02205-1537



LEGAL COUNSEL

Dechert Price & Rhoads
1500 K Street, N.W.
Washington, D.C.  20005-1208



INDEPENDENT AUDITORS

Ernst & Young LLP
787 Seventh Avenue
New York, NY  10019




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<ARTICLE> 6
<SERIES>
   <NUMBER> 1
   <NAME> MONEY MARKET PORTFOLIO
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                            24924
<INVESTMENTS-AT-VALUE>                           24924
<RECEIVABLES>                                       93
<ASSETS-OTHER>                                      54
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   25074
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           27
<TOTAL-LIABILITIES>                                 27
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         25026
<SHARES-COMMON-STOCK>                            25026
<SHARES-COMMON-PRIOR>                            25855
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                             21
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                     25047
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 1398
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     103
<NET-INVESTMENT-INCOME>                           1295
<REALIZED-GAINS-CURRENT>                             9
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                             1304
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         1298
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                           1050
<NUMBER-OF-SHARES-REDEEMED>                       3124
<SHARES-REINVESTED>                               1244
<NET-CHANGE-IN-ASSETS>                           (823)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                           15
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                               64
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    180
<AVERAGE-NET-ASSETS>                             25651
<PER-SHARE-NAV-BEGIN>                             1.00
<PER-SHARE-NII>                                   0.05
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                              0.05
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               1.00
<EXPENSE-RATIO>                                   0.40
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the captions "Financial 
Highlights" and "Independent Auditors" and to the incorporation by reference of 
our report on FFTW Funds, Inc. dated March 3, 1997 and our report on AMT Capital
Fund, Inc.- Money Market Portfolio dated February 28, 1997 in this Registration 
Statement ( Form N-1A Bo. 33-27896) of FFTW Funds, Inc.

/s/ Ernst & Young LLP
Ernst & Young LLP

New York, NY 
April 29, 1997



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