MANAGED MUNICIPAL FUND INC
N-30D, 1996-12-30
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ISI
INTERNATIONAL STRATEGY AND INVESTMENT


                                      ISI
                               MANAGED MUNICIPAL
                                  FUND SHARES

                   (A Class of Managed Municipal Fund, Inc.)

                                   MUNICIPALS

                                 ANNUAL REPORT
                                October 31, 1996

<PAGE>


                                      ISI
                                    Managed
                                   Municipal
                                  Fund Shares
- --------------------------------------------------------------------------------
Directors and Officers

Edward S. Hyman                   Harry Woolf
Chairman                          Director

Richard T. Hale                   Nancy Lazar
Vice Chairman                     Vice President

W. James Price                    Edward J. Veilleux
Vice Chairman                     Vice President

R. Alan Medaugh                   Scott J. Liotta
Director and President            Vice President

James J. Cunnane                  Carrie L. Butler
Director                          Vice President

John F. Kroeger                   Joseph A. Finelli
Director                          Treasurer

Louis E. Levy                     Edward J. Stoken
Director                          Secretary

Eugene J. McDonald                Laurie D. Collidge
Director                          Assistant Secretary




        Investment Objective
        A mutual  fund  designed  to provide a high level of total  return  with
        relative  stability of principal as well as the  secondary  objective of
        high  current  income  through  investment  in  a  portfolio  consisting
        primarily of municipal obligations, the interest on which is exempt from
        federal income tax.

        INVESTMENT ADVISOR

        ISI Inc.
        717 Fifth Avenue
        New York, NY 10022
        (800) 955-7175

        SHAREHOLDER SERVICING AGENT

        Investment Company Capital Corp.
        P.O. Box 419426
        Kansas City, MO 64141-6426
        (800) 882-8585

        DISTRIBUTOR

        Armata Financial Corp.
        P.O. Box 515
        Baltimore, MD 21203

        ISI Mutual Funds
        717 Fifth Avenue
        New York, NY 10022
        (800) 955-7175

<PAGE>

INVESTMENT ADVISOR'S REPORT

     We are  pleased to report on the  progress of your Fund for the fiscal year
ended  October 31,  1996.  In this year of  volatile  interest  rates,  the Fund
recorded a total return of 4.7%. From its inception on February 26, 1990 through
October 31,  1996,  the Fund posted a cumulative  total  return of 57.6%,  which
translates into an average annual total return of 7.0%. These figures assume the
reinvestment of dividends and capital gains distributions and exclude the impact
of any sales charge.

Overview

     In general,  yields in the municipal  market were  unchanged  during fiscal
year 1996.  The general  rise in tax yields did not create a climb in  municipal
rates because the value of tax-free income increased when Republican plans for a
big tax cut fell through.  The swing in the  relationship of municipal yields to
Treasuries  this  fiscal year shows the extent of the change in  sentiment  (see
table below).

                       Top Quality Municipal Yields as a
                         Percentage of Treasury Yields


    Maturity of
     AAA-Rated
    Municipals       10/95      10/96     Change
    ----------       -----     ------    -------
     15 Years        87.4%      81.7%      -5.7%
     20 Years        88.8%      83.0%      -5.8%
     30 Years        88.2%      82.8%      -5.4%



Maturity Management

     Despite a narrow trading range,  there were  opportunities  for the Fund to
manage  maturities  because a general  change in  Treasury  yields is  typically
reflected in municipal  yields.  For example,  when Treasury rates began to rise
sharply in March, municipal yields also rose. Influenced by high Treasury rates,
municipal rates remained high until July before falling (see chart,  top right).
To protect the Fund from rising  rates,  we held more than 10% in cash  reserves
early in the fiscal year, then moved to longer maturities,  reducing reserves to
6% by fiscal year-end.


                30-Year Municipal AAA General Obligation Yields

                                 [graph below]

                  DATE    YIELD   DATE    YIELD   DATE    YIELD
                  11/ 1   5.55    8/30    5.71    5/31    5.82
                                  8/23    5.61    5/24    5.69
                                  8/16    5.49    5/17    5.73
                                  8/ 9    5.44    5/1O    5.80
                                  8/ 2    5.51    5/ 3    5.86

                  1O/25   5.62    7/26    5.70    4/26    5.66
                  10/18   5.57    7/19    5.74    4/19    5.72
                  10/11   5.55    7/12    5.82    4/12    5.78
                  10/ 4   5.47    7/ 5    5.94    4/ 5    5.82

                  9/27    5.60    6/28    5.77    3/29    5.69
                  9/20    5.69    6/21    5.89    3/22    5.69
                  9/13    5.64    6/14    5.92    3/15    5.81
                  9/ 6    5.75    6/ 7    5.97    3/ 8    5.62
                                                  3/ 1    5.34

                  2/23    5.30    11/24   5.53
                  2/16    5.17    11/17   5.52
                  2/ 9    5.16    11/10   5.57
                  2/ 2    5.23    11/ 3   5.54

                  1/26    5.29
                  1/19    5.23
                  1/12    5.32
                  1/ 5    5.27

                  12/29   5.28
                  12/22   5.36
                  12/15   5.32
                  12/ 8   5.28
                  12/ 1   5.39

Source: Bloomberg Inc.


     Fund maturity is affected by general moves in interest rates because of the
pressure of early calls, typically 10 years for most long-term municipals.  This
year we added new securities with long-call protection to the portfolio.  At the
beginning of the fiscal  year,  the  portfolio  held only 10.9% of its assets in
issues  with calls in 2006 or later.  At the end of the fiscal  year,  long-call
protected issues accounted for 20.4% of the portfolio.

Performance Review


     Municipal  rates began and ended the fiscal year in roughly the same place.
As a result,  unlike  Treasuries, longer maturity  municipals  performed  better
than shorter maturity municipals (see table below).

                             Performance Comparison
                       Long vs. Short Maturity Municipals

 Lehman Bros.                            Total Return
 Municipal Bond Index                    (10/95-10/96)
- --------------------------------------------------------------------------------
 1-2 years                                   4.4%
 4-6 years                                   4.6%
 8-10 years                                  4.9%
 22+ years                                   7.1%

                                                                               1

<PAGE>



     By  extending  maturities  during  the  year,  the  Fund outperformed short
maturity issues but lagged  behind the longest  section  of  the municipal  bond
universe. Please see our Economic Outlook immediately following this letter.

     We would like to welcome our new  investors to the Fund and thank those who
have been with us for some time. We appreciate your confidence.

Sincerely,


/s/ R. Alan Medaugh
___________________
R. Alan Medaugh
President

November 18, 1996


ECONOMIC OUTLOOK FOR 1997

     Overview

     We expect  U.S.  economic growth to slow to a 1% pace in the fourth quarter
and to  remain  slow  into  mid-1997.  This would keep inflation low as capacity
utilization falls and the labor market  cools.  Slow  growth  would  also be the
catalyst for declining rates and Federal Reserve easing.  Near term,  we  expect
Christmas sales will be  adequate  but not strong,  since  early  price  cutting
is already evident. Please see our forecast table below.

                                  ISI FORECAST

                    96:1Q 96:2Q 96:3Q  96:4Q*  97:1Q*  97:2Q*  97:3Q*

 Real GDP           2.0%  4.7%   2.2%   1.0%    1.0%    1.0%    3.5%
 GDP Deflator**     2.2%  1.8%   1.6%   2.0%    1.5%    1.5%    2.0%
 30-Year Bond
  Yields***         6.7%  6.9%   6.9%   6.3%    6.0%    5.7%    5.9%
 Fed Funds
  Rate***           5.2%  5.2%   5.2%   5.2%    5.0%    4.8%    4.8%

  *Estimated.
 **A more accurate cost of living barometer than the CPI.
***End of quarter.




Inflation

     Inflation has subsided around the industrial  world. This means that "real"
interest  rates are high so there is room for "nominal"  interest  rates to fall
(see chart below).

                          U.S. REAL GOVT. BOND YIELDS
                                   SEP 4.02%

                             [GRAPH APPEARS BELOW]

                              REAL GOV BOND YIELDS

                                   74:1     -2.12
                                   74:2     -2.54
                                   74:3     -2.41
                                   74:4     -2.06
                                   74:5     -2.57
                                   74:6     -2.76
                                   74:7     -3.28
                                   74:8     -2.29
                                   74:9     -3.35
                                   74:10    -3.47
                                   74:11    -4.21
                                   74:12    -4.19
                                   75:1     -3.87
                                   75:2     -3.50
                                   75:3     -2.47
                                   75:4     -1.83
                                   75:5     -1.04
                                   75:6     -1.14
                                   75:7     -1.36
                                   75:8     -0.12
                                   75:9      0.66
                                   75:10     0.70
                                   75:11     0.90
                                   75:12     1.10
                                   76:1      1.32
                                   76:2      1.76
                                   76:3      1.91
                                   76:4      2.01
                                   76:5      1.92
                                   76:6      2.05
                                   76:7      2.44
                                   76:8      2.19
                                   76:9      2.29
                                   76:10     2.24
                                   76:11     2.58
                                   76:12     2.26
                                   77:1      2.28
                                   77:2      1.56
                                   77:3      1.37
                                   77:4      0.78
                                   77:5      1.06
                                   77:6      0.94
                                   77:7      0.97
                                   77:8      1.05
                                   77:9      1.22
                                   77:10     1.38
                                   77:11     1.14
                                   77:12     1.26
                                   78:1      1.37
                                   78:2      2.01
                                   78:3      1.85
                                   78:4      1.84
                                   78:5      1.29
                                   78:6      1.06
                                   78:7      0.92
                                   78:8      0.61
                                   78:9     -0.01
                                   78:10    -0.26
                                   78:11    -0.12
                                   78:12    -0.11
                                   79:1     -0.31
                                   79:2     -0.84
                                   79:3     -1.22
                                   79:4     -1.41
                                   79:5     -1.51
                                   79:6     -2.16
                                   79:7     -2.52
                                   79:8     -2.86
                                   79:9     -2.71
                                   79:10    -2.22
                                   79:11    -2.29
                                   79:12    -3.13
                                   80:1     -3.27
                                   80:2     -2.03
                                   80:3     -2.25
                                   80:4     -3.19
                                   80:5     -4.07
                                   80:6     -4.46
                                   80:7     -2.91
                                   80:8     -1.89
                                   80:9     -1.43
                                   80:10    -1.04
                                   80:11    -0.26
                                   80:12     0.05
                                   81:1      0.35
                                   81:2      1.41
                                   81:3      2.08
                                   81:4      3.06
                                   81:5      3.81
                                   81:6      3.26
                                   81:7      2.81
                                   81:8      3.35
                                   81:9      3.70
                                   81:10     4.41
                                   81:11     3.77
                                   81:12     4.54
                                   82:1      5.96
                                   82:2      6.61
                                   82:3      6.65
                                   82:4      6.75
                                   82:5      6.33
                                   82:6      6.74
                                   82:7      6.99
                                   82:8      6 81
                                   82:9      7 13
                                   82:10     6.14
                                   82:11     6.06
                                   82:12     6.71
                                   83:1      6.92
                                   83:2      7.40
                                   83:3      7.04
                                   83:4      6.48
                                   83:5      7.09
                                   83:6      8.46
                                   83:7      9.04
                                   83:8      9.36
                                   83:9      8.87
                                   83:10     8.83
                                   83:11     8.59
                                   83:12     8.09
                                   84:1      7.46
                                   84:2      7.26
                                   84:3      7.49
                                   84:4      8.09
                                   84:5      9.09
                                   84:6      9.11
                                   84:7      8.90
                                   84:8      8.24
                                   84:9      8.01
                                   84:10     7.71
                                   84:11     7.41
                                   84:12     7.48
                                   85:1      7.92
                                   85:2      7.86
                                   85:3      8.02
                                   85:4      7.89
                                   85:5      7.48
                                   85:6      6.79
                                   85:7      7.04
                                   85:8      7.21
                                   85:9      7.36
                                   85:10     7.26
                                   85:11     6.55
                                   85:12     5.75
                                   86:1      5.43
                                   86:2      5.73
                                   86:3      5.81
                                   86:4      5.80
                                   86:5      5.84
                                   86:6      5.80
                                   86:7      5.60
                                   86:8      5.75
                                   86:9      5.86
                                   86:10     6.13
                                   86:11     6.24
                                   86:12     6.18
                                   87:1      5.93
                                   87:2      5.54
                                   87:3      4.62
                                   87:4      4.48
                                   87:5      5.02
                                   87:6      4.73
                                   87:7      4.62
                                   87:8      4.59
                                   87:9      5.23
                                   87:10     5.16
                                   87:11     4.33
                                   87:12     4.70
                                   88:1      4.70
                                   88:2      4.59
                                   88:3      4.80
                                   88:4      5.05
                                   88:5      5.25
                                   88:6      5.04
                                   88:7      5.01
                                   88:8      5.30
                                   88:9      4.88
                                   88:10     4.63
                                   88:11     4.78
                                   88:12     4.60
                                   89:1      4.45
                                   89:2      4.28
                                   89:3      4.28
                                   89:4      3.91
                                   89:5      3.56
                                   89:6      3.19
                                   89:7      3.02
                                   89:8      3.41
                                   89:9      3.72
                                   89:10     3.42
                                   89:11     3.33
                                   89:12     3.26
                                   90:1      3.07
                                   90:2      3.24
                                   90:3      3.41
                                   90:4      4.05
                                   90:5      4.37
                                   90:6      3.71
                                   90:7      3.69
                                   90:8      3.16
                                   90:9      2.86
                                   90:10     2.49
                                   90:11     2.27
                                   90:12     1.99
                                   91:1      2.63
                                   91:2      2.72
                                   91:3      3.39
                                   91:4      3.40
                                   91:5      3.24
                                   91:6      3.78
                                   91:7      4.09
                                   91:8      4.34
                                   91:9      4.56
                                   91:10     5.08
                                   91:11     4.86
                                   91:12     4.72
                                   92:1      4.91
                                   92:2      5.11
                                   92:3      4.78
                                   92:4      4.78
                                   92:5      4.87
                                   92:6      4.75
                                   92:7      4.44
                                   92:8      4.32
                                   92:9      4.35
                                   92:10     4.25
                                   92:11     4.49
                                   92:12     4.48
                                   93:1      4.16
                                   93:2      3.77
                                   93:3      3.73
                                   93:4      3.70
                                   93:5      3.70
                                   93:6      3.89
                                   93:7      3.79
                                   93:8      3.48
                                   93:9      3.24
                                   93:10     3.19
                                   93:11     3.54
                                   93:12     3.51
                                   94:1      3.77
                                   94:2      4.05
                                   94:3      4.40
                                   94:4      4.91
                                   94:5      5.12
                                   94:6      4.84
                                   94:7      4.81
                                   94:8      4.59
                                   94:9      4.75
                                   94:10     5.33
                                   94:11     5.41
                                   94:12     5.20
                                   95:1      4.98
                                   95:2      4.75
                                   95:3      4.59
                                   95:4      4.31
                                   95:5      3.83
                                   95:6      3.53
                                   95:7      3.96
                                   95:8      4.24
                                   95:9      4.01
                                   95:10     3.56
                                   95:11     3.66
                                   95:12     3.46
                                   96:1      3.33
                                   96:2      3.52
                                   96:3      3.76
                                   96:4      3.89
                                   96:5      3.97
                                   96:6      4.31
                                   96:7      4.08
                                   96:8      3.96
                                   96:9      4.03
                                   96:10     3.82
                                   96:11     NA
                                   96:12     NA

Source: ISI Inc.

2

<PAGE>

ECONOMIC OUTLOOK FOR 1997 (continued)

     The major forces behind the decline of inflation are:

     (bullet) Global Competition
     (bullet) Technology
     (bullet) Demographics

     The opening up of world trade has meant new plants can be built in low-wage
areas and the products can be exported to high-wage  home markets.  As a result,
pressure on U.S. real wages and a drive for corporate efficiency have marked the
last 10  years.  The  declining  cost of  technology  has also  been a factor in
boosting  capital  spending and lowering the world  inflation  rate.  Technology
represents a growing  section of the overall  economy,  so the percentage of the
U.S. economy experiencing  deflation has grown over the last 10 years.  Finally,
baby  boomers  have  reached  the age  when  they  are  beginning  to  save  for
retirement. This change from consumption to savings is an important shift in the
economy.

Reduced Government Spending

     Growth in federal outlays has been declining since the mid-1980s.  The past
five years have seen an unusually low growth rate of 3.3% (see chart below).

                             FEDERAL OUTLAYS Y/Y %
                              5 Yr. Avg. 1996 3.3%

                             [Graph appears below]

                                 68:1    14.6
                                 69:1    14.6
                                 70:1    15.8
                                 71:1    13.8
                                 72:1    11.7
                                 73:1     7.3
                                 74:1     8.1
                                 75:1    11.4
                                 76:1    11.7
                                 77:1    11.7
                                 78:1    12.2
                                 79:1    12.4
                                 80:1    11.1
                                 81:1    12.4
                                 82:1    12.6
                                 83:1    12.0
                                 84:1    11.3
                                 85:1    10.2
                                 86:1     8.4
                                 87:1     6.6
                                 88:1     5.8
                                 89:1     6.2
                                 90:1     6.0
                                 91:1     6.0
                                 92:1     6.5
                                 93:1     6.0
                                 94:1     5.0
                                 95:1     4.0
                                 96:1     3.3

Source: ISI Inc.


     The risk of a  Presidential  landslide  vote that would have put  Democrats
back in control of Congress has passed,  and the prospects of spending  controls
on  entitlements  without  large  tax cuts are  back in  place.  The 3% level on
outlays  would  bring  the  budget  into  balance  by  2000 if we  don't  have a
recession.  The  pressure  on the  capital  markets  from  a  large  and  rising
government  deficit has passed, so the growth in overall credit demand has moved
down to a modest 5% pace.  Because  government  spending is over 25% of the GDP,
slow growth here holds down overall  growth.  Similar  constraints on government
spending in Europe places a "fiscal drag" there as well.

High Federal Funds Policy

     The Federal  Reserve moved its key short-term rate up from 3% to 6% in 1993
and 1994.  In 1995,  the Fed  trimmed  this rate a bit to 5.25%.  Inflation,  as
measured by the Consumption Price Deflator, has recently dipped below 2% but the
Fed has  maintained  a 5.25% Fed Funds  rate.  This high rate  policy has caused
growth in two key areas of the economy to stall. Real construction  spending and
vehicle  sales have both seen little growth since 1994.  The policy  emphasis on
fighting  inflation  has  encouraged  long-term  rates  to  fall  recently.  The
flattening  of the yield  curve  implies  weak  economic  growth  because  of no
monetary stimulus. In part, the modest 125 basis point (1.25%) yield gap between
the Fed Funds rate and long-term  Treasury bonds indicates only 1% real economic
growth lies ahead. It has also caused investors to build up their short maturity
investments,  with individual investors currently building a $1.5 trillion money
mountain.  If slow  economic  growth  allowed the Fed to cut money  market rates
there might well be a great deal of investment activity in longer maturity notes
and bonds.


                                                                               3

<PAGE>

PORTFOLIO DIVERSIFICATION BY STATE

                               [Map appears here]


                                State Allocation
                         % of                                  % of
                       Municipal                             Municipal
                         Bonds                                 Bonds


Texas                    20.2%            Minnesota            3.0%
Florida                  17.0             Washington           2.6
Maryland                  9.7             Ohio                 2.1
North Carolina            6.5             Delaware             1.7
Virginia                  4.9             Utah                 1.7
South Carolina            4.6             Colorado             1.7
Illinois                  4.3             Missouri             1.7
Tennessee                 4.0             Hawaii               1.6
Kansas                    3.9             Oregon               1.3
Arizona                   3.2             Indiana              1.3
Georgia                   3.0                Total           100.0%

4

<PAGE>

ADDITIONAL PERFORMANCE INFORMATION

     The shareholder letter included in this report contains statistics designed
to help you  evaluate  the  performance  of your Fund's  management.  To further
assist in this evaluation, the Securities and Exchange Commission (SEC) requires
that  we  include,  on an  annual  basis,  a line  graph  comparing  the  Fund's
performance to that of an appropriate  market index. This graph must measure the
growth  of a  $10,000  hypothetical  investment  from the  Fund's  inception  on
February 26, 1990 through the most recent  fiscal  year-end and must reflect the
impact of the Fund's total  expenses and its currently  effective  4.45% maximum
sales charge.

     While the following chart is required by SEC rules, such comparisons are of
limited  utility  since the indices shown are not adjusted for sales charges and
ongoing management,  distribution and operating expenses applicable to the Fund.
An investor who wished to replicate the total return of these indices would have
had to own the securities that they represent.  Acquiring these securities would
require a  considerable  amount of money and would incur  expenses  that are not
reflected in the index results.

     The SEC also requires that we report the Fund's total returns, according to
a  standardized  formula,  for various time periods  through the end of the most
recent  calendar  quarter.  The  SECtotal  return  figures  differ from those we
reported   because  the  time   periods  may  be   different   and  because  the
SECcalculation  includes the impact of the  currently  effective  maximum  sales
charge.  These total  returns  correspond  to those  experienced  by  individual
shareholders  only if their shares were  purchased on the first day of each time
period and the maximum sales charge was paid. Any performance  figures shown are
for the full period indicated.  Since investment return and principal value will
fluctuate,  an investor's  shares may be worth more or less than their  original
cost when redeemed.


- --------------------------------------------------------------------------------
                          AVERAGE ANNUAL TOTAL RETURN*
                                       % Return with
  Periods ended 9/30/96:              Sales Charge**
- --------------------------------------------------------------------------------
  One Year                                 0.67%

  Five Years                               5.40%

  Since Inception (2/26/90)                5.89%



                    CHANGE IN VALUE OF A $10,000 INVESTMENT*

                      February 26, 1990--October 31, 1996

              [Graph appears here -- plot points are listed below]

                                     Lehman          Lehman
                       ISI          Brothers        Brothers       Consumer
                     Managed        General        Prerefunded       Price
                    Municipal       Obligation       Municipal        Index
                       Fund       Index (G.O.)        Index          (CPI)

        2/90          $9,555         $10,000         $10,000        $10,000
       10/90          $9,916         $10,346         $10,413        $10,420
       10/91          $10,992        $11,510         $11,462        $10,722
       10/92          $11,658        $12,448         $12,380        $11,065
       10/93          $13,332        $14,126         $13,658        $11,375
       10/94          $12,466        $13,627         $13,453        $11,671
       10/95          $14,388        $15,513         $14,872        $11,998
       10/96          $15,060        $16,372         $15,555        $12,358


 * These  figures  assume  the  reinvestment  of  dividends  and  capital  gains
distributions.  The Lehman Brothers indices listed above are unmanaged. Although
the G.O. Index reflects general  municipal market  performance,  the Prerefunded
Index  is  a  better   indicator   of  the  Fund  due  to  its  higher   quality
characteristics.  The Fund is invested  entirely  in AA-rated or better  issues.
Management  is not aware of any  single  index  that  contains  securities  with
substantially the same  characteristics as those of the Fund. The CPIis a widely
used  measure of  inflation.  Past  performance  is not an  indicator  of future
results.

**Assumes maximum sales charge of 4.45%.

                                                                               5

<PAGE>

MANAGED MUNICIPAL FUND, INC.

Statement of Net Assets                                         October 31, 1996

<TABLE>
<CAPTION>

                                                                   Rating*                Market
                                                                  (Moody's/     Par        Value
Issuer                                                              S&P)       (000)     (Note A)
- ----------------------------------------------------------------------------------------------------
<S> <C>
MUNICIPAL BONDS--93.4%
General Obligation--61.2%
Arlington, Texas, Independent School District, 5.75%, 2021        Aaa/NR      $5,000    $ 5,015,850
Charlotte, NC:
   5.30%, 2011                                                    Aaa/AAA      1,590      1,598,220
   5.30%, 2012                                                    Aaa/AAA      1,120      1,119,014
   5.30%, 2012                                                    Aaa/AAA      2,325      2,322,954
   5.80%, 2016                                                    Aaa/AAA      2,500      2,590,025
Dallas, TX, 5.00%, 2010                                           Aa1/AAA      1,750      1,692,128
Delaware State, Series "A", 5.125%, 2016                          Aa1/AA+      2,150      2,056,905
DuPage County, IL, Jail Project, 5.60%, 2021                      Aaa/AAA      1,600      1,595,664
Florida Board of Education, Refunding Public Education:
   6.125%, 2012                                                   Aa/AA        2,250      2,339,258
   5.50%, 2021                                                    Aa/AA        2,000      1,957,700
   5.125%, 2022                                                   Aa/AA        5,000      4,653,250
Franklin County, OH:
   5.45%, 2009                                                    Aaa/AAA      1,500      1,520,730
   5.50%, 2013                                                    Aaa/AAA      1,000      1,003,490
Georgia State, Series "D":
   5.25%, 2009                                                    Aaa/AA+      1,580      1,584,234
   5.00%, 2010                                                    Aaa/AA+      2,000      1,953,220
Grand Prairie, TX, School District, 5.20%, 2018                   Aaa/AAA      2,000      1,891,540
Henrico County, VA:
   5.20%, 2008                                                    Aaa/AAA      1,200      1,208,592
   5.25%, 2009                                                    Aaa/AAA      1,000      1,004,550
Maryland State & Local Facilities, Second Series, 5.125%, 2010    Aaa/AAA      3,000      2,971,920
Minneapolis, MN, Sports Arena:
   5.00%, 2011                                                    Aaa/AAA      1,710      1,650,646
   5.00%, 2012                                                    Aaa/AAA      1,920      1,840,570
Missouri State Building, Series "A", 5.00%, 2010                  Aaa/AAA      2,000      1,957,040
Montgomery County, MD:
   5.60%, 2004                                                    Aaa/AAA      1,000      1,059,290
   5.00%, 2009                                                    Aaa/AAA      1,500      1,476,120
   5.00%, 2010                                                    Aaa/AAA      1,500      1,464,675
Plano, TX, Independent School District, 5.00%, 2011               Aaa/AAA      3,000      2,864,070
Salt Lake County, UT, 5.25%, 2010                                 Aaa/AA+      2,000      1,995,920
South Carolina Capital Improvement, 5.00%, 2009                   Aaa/AAA      2,700      2,655,909
South Carolina State Highway, Series "B", 5.625%, 2014            Aaa/AAA      2,700      2,747,169
State of Tennessee:
   Series "A", 5.50%, 2009                                        Aaa/AA+      1,535      1,564,656
   Series "A", 5.55%, 2010                                        Aaa/AA+      1,000      1,019,550
   Series "B", 6.00%, 2005                                        Aaa/AA+      2,000      2,170,260
</TABLE>

6

<PAGE>

MANAGED MUNICIPAL FUND, INC.

Statement of Net Assets (continued)                             October 31, 1996

<TABLE>
<CAPTION>

                                                                   Rating*                Market
                                                                  (Moody's/     Par        Value
Issuer                                                              S&P)       (000)     (Note A)
- ----------------------------------------------------------------------------------------------------
<S> <C>
General Obligation (continued)
State of Texas:
   5.25%, 2013                                                    Aa/AA       $3,250    $ 3,147,203
   6.00%, 2014                                                    Aa/AA        2,000      2,062,460
State of Virginia, 5.375%, 2016                                   Aaa/AAA      2,500      2,484,900
State of Washington:

   Series "A", 5.60%, 201    0                                    Aa/AA        1,500      1,518,630
   Series "B", 5.50%, 2008                                        Aa/AA        1,500      1,523,475
Washington Suburban Sanitary District, MD, 5.375%, 2010           Aa1/AA       1,810      1,817,945
                                                                                         -----------
                                                                                         77,099,732
                                                                                         -----------
Electric and Gas Utility Revenue--5.4%
Jacksonville Electric Authority Revenue, FL, St. John's
   River Power, 5.25%, 2028                                       Aa1/AA       2,000      1,890,680
San Antonio, TX, Electric & Gas Revenue:
   Series "A", 4.90%, 2008                                        Aa1/AA       4,000      3,869,320
   Series "A", 6.50%, 2012                                        Aa1/AA       1,000      1,043,130
                                                                                         -----------
                                                                                          6,803,130
                                                                                         -----------
Pre-refunded Issues--8.4%
Arizona Highway Transportation Board, 6.00%, 2010                 Aaa/AAA      3,480      3,703,381
Florida Board of Education, Refunding Public Education,
   6.50%, 2012                                                    Aaa/AA       2,500      2,761,225
Howard County, MD, Consolidated Public Improvements,
   Series "A", 6.90%, 2002                                        Aaa/AAA      1,000      1,083,810
Jacksonville, FL, Electric Authority Revenue, Scherer 4-1-A,
   6.75%, 2021                                                    Aaa/AA       1,000      1,098,580
State of Hawaii, General Obligation:
   7.00%, 2006                                                    Aaa/AA         750        814,478
   6.125%, 2010                                                   NR/AA        1,000      1,069,020
                                                                                         -----------
                                                                                         10,530,494
                                                                                         -----------
Transportation Revenue--8.5%
Florida Transportation Revenue, 5.80%, 2018                       Aa/AA        2,000      2,020,440
Kansas Transportation Revenue:
   5.40%, 2009                                                    Aa/AA        2,000      2,012,640
   5.40%, 2009                                                    Aa/AA        2,500      2,515,800
Maryland State Department of Transportation, 5.375%, 2006         Aa/AA        1,500      1,545,240
Portland, OR, Metro, 5.25%, 2007                                  Aa/AA+       1,500      1,517,865
Virginia State Transportation Authority, 6.00%, 2010              Aa/AA        1,000      1,025,780
                                                                                         -----------
                                                                                         10,637,765
                                                                                         -----------
</TABLE>

                                                                               7

<PAGE>

MANAGED MUNICIPAL FUND, INC.

Statement of Net Assets (concluded)                             October 31, 1996

<TABLE>
<CAPTION>

                                                                   Rating*                Market
                                                                  (Moody's/     Par        Value
Issuer                                                              S&P)       (000)     (Note A)
- ----------------------------------------------------------------------------------------------------
<S> <C>
Water and Sewer Utility Revenue--5.4%
Chicago, IL, 6.30%, 2009                                          Aa/AA       $1,000    $ 1,076,530
DuPage, IL, Water Commission, 5.25%, 2011                         Aa1/AA       2,500      2,433,250
Orlando, FL, Utility Commission, 5.125%, 2019                     Aa1/AA       3,500      3,252,585
                                                                                        ------------
                                                                                          6,762,365
                                                                                        ------------
Other Revenue--4.5%
Indianapolis, IN, Local Public Improvement Board,
   6.00%, 2018                                                    Aaa/AA+      1,500      1,515,300
Lower Colorado River Authority, Jr. Lien, 4th Supply,
   5.25%, 2015                                                    Aaa/AAA      2,000      1,963,120
University of Texas, 6.50%, 2011                                  Aaa/AAA      2,000      2,199,020
                                                                                        ------------
                                                                                          5,677,440
                                                                                        ------------
Total Municipal Bonds
  (Cost $115,733,425)                                                                   117,510,926
                                                                                        ------------

REPURCHASE AGREEMENT--5.4%
Goldman Sachs & Co., 5.45%
  Dated 10/31/96, to be repurchased on 11/1/96, collateralized
  by U.S. Treasury Notes with a market value of $7,000,891.
  (Cost $6,863,000)                                                            6,863      6,863,000
                                                                                        ------------
Total Investment in Securities--98.8%
  (Cost $122,596,425)**                                                                 124,373,926

Other Assets in Excess of Liabilities, Net--1.2%                                           1,530,225
                                                                                        ------------
Net Assets--100.0%                                                                      $125,904,151
                                                                                        ============

Net Asset Value and Redemption Price Per:
  ISI Class Share
    ($84,711,606 / 8,010,842 shares outstanding)                                             $10.58
                                                                                             ======
  Flag Investors Class A Share
    ($41,192,545 / 3,894,438 shares outstanding)                                             $10.58
                                                                                             ======
Maximum Offering Price Per:
  ISI Class Share
    ($10.58 / .9555)                                                                         $11.07
                                                                                             ======
  Flag Investors Class A Share
    ($10.58 / .955)                                                                          $11.08
                                                                                             ======
- ----------------------------------------------------------------------------------------------------
</TABLE>

 *The Moody's or Standard & Poor's ratings indicated are believed to be the most
recent ratings available as of October 31, 1996. Ratings of issues have not been
audited by Coopers & Lybrand L.L.P.
**Also aggregate cost for federal tax purposes.
See Notes to Financial Statements.

8

<PAGE>

MANAGED MUNICIPAL FUND, INC.


Statement of Operations                      For the Year Ended October 31, 1996

<TABLE>
- --------------------------------------------------------------------------------------
<S> <C>
INVESTMENT INCOME (NOTE A):
     Interest                                                               $6,948,446
                                                                            ----------
EXPENSES:
     Investment advisory fee (Note B)                                          516,180
     Distribution fee (Note B)                                                 322,613
     Administration fees (Note B)                                              258,090
     Printing andpostage                                                        63,994
     Accounting fee (Note B)                                                    59,356
     Transfer agent fee (Note B)                                                54,959
     Registration fees (Note A)                                                 46,384
     Audit                                                                      40,132
     Legal                                                                      28,676
     Custodian fee                                                              25,543
     Miscellaneous                                                              22,018
     Directors' fees                                                            10,808
     Insurance                                                                   3,561
                                                                            ----------
       Total expenses                                                        1,452,314
     Less: Fees waived (Note B)                                               (290,917)
                                                                            ----------
       Net expenses                                                          1,161,397
                                                                            ----------
     Net investment income                                                   5,787,049
                                                                            ----------
NET REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS:
     Net realized gain from security transactions                              281,659
     Change in unrealized appreciation or depreciation of investments         (272,341)
                                                                            ----------
     Net gain on investments                                                     9,318
                                                                            ----------
Net Increase in net assets resulting from operations                        $5,796,367
                                                                            ==========
- --------------------------------------------------------------------------------------
</TABLE>

See Notes to Financial Statements.

                                                                               9

<PAGE>

MANAGED MUNICIPAL FUND, INC.

Statement of Changes in Net Assets

<TABLE>
<CAPTION>

                                                                  For the Year Ended October 31,
                                                                ----------------------------------
                                                                    1996                1995
- ------------------------------------------------------------------------------------------------------
<S> <C>
INCREASE/(DECREASE) IN NET ASSETS:
Operations:
     Net investment income                                     $  5,787,049           $  6,268,902
     Net realized gain from security transactions                   281,659                599,805
     Change in appreciation or depreciation
       of investments                                              (272,341)            12,223,598
                                                               ------------           ------------
     Net increase in net assets
       resulting from operations                                  5,796,367             19,092,305
                                                               ------------           ------------
DIVIDENDS TO SHAREHOLDERS FROM:
     Net investment income:
       ISI Class Shares                                          (3,828,729)            (2,270,726)
       Flag Investors Class A Shares                             (1,958,320)            (3,998,176)
     Net realized short-term gains:
       ISI Class Shares                                            (545,496)              (471,717)
       Flag Investors Class A Shares                               (286,075)              (267,415)
     Net realized long-term gains:
       ISI Class Shares                                             (82,292)              (691,139)
       Flag Investors Class A Shares                                (43,313)              (418,234)
                                                               ------------           ------------
     Total distributions                                         (6,744,225)            (8,117,407)
                                                               ------------           ------------
CAPITAL SHARE TRANSACTIONS (NOTE C):
     Proceeds from sale of shares                                 8,278,327             11,188,171
     Value of shares issued in reinvestment of dividends          3,789,940              4,794,976
     Cost of shares repurchased                                 (17,488,342)           (28,195,599)
                                                               ------------           ------------
     Decrease in net assets derived from capital share
        transactions                                             (5,420,075)           (12,212,452)
                                                               ------------           ------------
     Total decrease in net assets                                (6,367,933)            (1,237,554)

NET ASSETS:
     Beginning of year                                          132,272,084            133,509,638
                                                               ------------           ------------
     End of year                                               $125,904,151           $132,272,084
                                                               ============           ============
</TABLE>

See Notes to Financial Statements.

10

<PAGE>

MANAGED MUNICIPAL FUND, INC.

Financial  Highlights-- ISI Class and Flag Investors Class A Shares (For a share
outstanding throughout each year)(1)

<TABLE>
<CAPTION>
                                                           For the Year Ended October 31,
                                                  -------------------------------------------------
                                                    1996        1995       1994      1993      1992
- ------------------------------------------------------------------------------------------------------
<S> <C>
Per Share Operating Performance:
  Net asset value at beginning of year             $ 10.65     $  9.81   $ 11.10    $ 10.31   $ 10.36
                                                   -------     -------   -------    -------   -------
Income from Investment Operations:
  Net investment income                               0.48        0.48      0.46       0.50      0.50
  Net realized and unrealized gain/(loss)
    on investments                                      --        0.98     (1.15)      0.94      0.22
                                                   -------     -------   -------    -------   -------
  Total from Investment Operations                    0.48        1.46     (0.69)      1.44      0.72

Less Distributions:
  Dividends from net investment income
    and short-term gains                             (0.54)      (0.54)    (0.56)     (0.61)    (0.65)
  Distributions from net realized
    long-term gains                                  (0.01)      (0.08)    (0.04)     (0.04)    (0.12)
                                                   -------     -------   -------    -------   -------
  Total distributions                                (0.55)      (0.62)    (0.60)     (0.65)    (0.77)
                                                   -------     -------   -------    -------   -------
  Net asset value at end of year                   $ 10.58     $ 10.65   $  9.81    $ 11.10   $ 10.31
                                                   =======     =======   =======    =======   =======
Total Return(2)                                       4.67%      15.42%    (6.49)%    14.36%     6.06%

Ratios to Average Daily Net Assets:
  Expenses(3)                                         0.90%       0.90%     0.90%      0.90%     0.90%
  Net investment income(4)                            4.48%       4.72%     4.37%      4.38%     4.78%

Supplemental Data:
  Net assets at end of year:
    ISI Class Shares                               $84,712     $86,292   $83,607    $88,378   $51,420
    Flag Investors Class A Shares                  $41,193     $45,980   $49,903    $53,486   $45,536
  Portfolio turnover rate                               32%         55%       37%        68%       95%
- ------------------------------------------------------------------------------------------------------
</TABLE>

(1) Computed based upon average shares outstanding.
(2) Total return excludes the effect of sales charge.
(3) Without the waiver of advisory and administration fees (Note B),  the  ratio
    of expenses  to  average  daily  net assets would have  been  1.13%,  1.10%,
    1.11%, 1.14% and 1.27% for the years ended October  31,  1996,  1995,  1994,
    1993 and 1992, respectively.
(4) Without the waiver of advisory and administration fees (Note B),  the  ratio
    of net  investment  income  to  average  daily net assets  would  have  been
    4.25%, 4.52%, 4.16%,  4.14% and 4.41% for the years ended October  31, 1996,
    1995, 1994, 1993 and 1992, respectively.
See Notes to Financial Statements.

                                                                              11

<PAGE>

NOTES TO FINANCIAL STATEMENTS

A.  Significant Accounting Policies -- Managed Municipal Fund, Inc. (the "Fund")
    was  organized as a Maryland  Corporation  on January 15, 1990 and commenced
    operations on February 26, 1990. The Fund is registered under the Investment
    Company  Act  of  1940  as a  diversified,  open-end  management  investment
    company.  At October 31, 1996,  the Fund consisted of two classes of shares:
    ISI Managed  Municipal Fund Shares ("ISI Class") and Flag Investors  Managed
    Municipal Fund Class A Shares ("Flag Investors Class A").

    The  preparation  of  financial  statements  in  conformity  with  generally
    accepted  accounting  principles  requires  management to make estimates and
    assumptions  that affect the reported  amounts of assets and liabilities and
    disclosure of contingent assets and liabilities at the date of the financial
    statements  and the reported  amounts of revenues  and  expenses  during the
    reporting  period.   Actual  results  could  differ  from  those  estimates.
    Significant accounting policies are as follows:

    Security  Valuation -- Municipal bonds are valued on the basis of quotations
    provided  by a pricing  service,  which  uses  information  with  respect to
    transactions on bonds,  quotations from bond dealers, market transactions in
    comparable  securities  and  various  relationships  between  securities  in
    determining  value.  Securities or other assets for which market  quotations
    are not readily  available  are valued at their face value so  determined in
    good  faith by the  Investment  Advisor  under  procedures  established  and
    monitored by the Board of Directors.  Short-term obligations with maturities
    of 60 days or less are valued at amortized cost which approximates market.

    Repurchase  Agreements  -- The  Fund  may  agree  to  enter  into  tri-party
    repurchase   agreements.   Securities   held  as  collateral  for  tri-party
    repurchase  agreements  are  maintained by the broker's  custodial bank in a
    segregated account until maturity of the repurchase agreement. The agreement
    ensures that the market value of the collateral,  including accrued interest
    thereon, is sufficient in the event of default. If the counterparty defaults
    and the value of the collateral  declines or if the counterparty enters into
    an insolvency  proceeding,  realization of the collateral by the Fund may be
    delayed or limited.

    Federal Income Tax -- No provision is made for federal income taxes as it is
    the Fund's  intention  to  continue  to qualify  as a  regulated  investment
    company and to make requisite distributions to the shareholders that will be
    sufficient to relieve it from all or  substantially  all federal  income and
    excise  taxes.   The  Fund's   policy  is  to  distribute  to   shareholders
    substantially  all of its taxable  net  investment  income and net  realized
    capital gains.

    Distributions  are  determined  in accordance  with income tax  regulations,
    which may differ from generally accepted accounting principles. Accordingly,
    periodic  reclassifications  are made within the Fund's capital  accounts to
    reflect income and capital gains available for distribution under income tax
    regulations.

    Other -- Security  transactions  are accounted for on the trade date and the
    cost of investments sold or redeemed is determined by use  of  the  specific
    identification method for both financial reporting and  income tax purposes.
    Interest income is recorded on an accrual basis.

B.  Investment  Advisory Fees,  Transactions  with  Affiliates and Other Fees --
    International  Strategy & Investment  Inc.  ("ISI")  serves  as  the  Fund's
    advisor and Investment Company Capital Corp. ("ICC") serves  as  the  Fund's
    administrator. As compensation for its advisory services,  ISI receives from
    the Fund an

12

<PAGE>

NOTES TO FINANCIAL STATEMENTS (continued)

    annual fee,  calculated  daily and paid monthly, at the annual rate  of .40%
    of  average  daily  net  assets.  As  compensation  for  its  administrative
    services, ICC receives from the Fund an annual  fee,  calculated  daily  and
    paid monthly,  at the annual rate of .20% of the average daily net assets.

    ISI  and   ICC have  agreed  to  reduce   their   respective   annual   fees
    proportionately, if necessary, so that ordinary expenses of the Fund for any
    fiscal year do not exceed .90% of the Fund's  average daily net assets.  For
    the year ended  October 31,  1996,  ISI and ICC waived fees of $192,777  and
    $98,140, respectively.

    As compensation for its accounting  services,  ICC receives from the Fund an
    annual fee,  calculated daily and paid monthly,  based on the Fund's average
    daily net assets. ICC received $59,356 for accounting  services for the year
    ended October 31, 1996.

    As compensation for its transfer agent services,  ICC receives from the Fund
    a per account fee,  calculated  and paid monthly.  ICC received  $54,959 for
    transfer agent services for the year ended October 31, 1996.

    As compensation for providing distribution services,  Armata Financial Corp.
    receives from the Fund an annual fee,  calculated daily and paid monthly, at
    the  annual  rate  of  .25%  of the  average  daily  net  assets  of the ISI
    ClassShares.  Alex.  Brown & Sons  Incorporated  receives  from  the Fund an
    annual fee,  calculated  daily and paid monthly,  at an annual rate equal to
    .25% of the average daily net assets of the Flag  Investors  Class A Shares.
    For the year ended October 31, 1996,  distribution  fees were  $322,613,  of
    which  $213,366  were  allocated  to ISI  Class  Shares  and  $109,247  were
    allocated to Flag Investors Class A Shares.

    The fund complex of which the Fund is a part has adopted a  retirement  plan
    for eligible Directors.  The actuarially  computed pension expense allocated
    to the Fund for the period  January 1, 1996  through  October  31,  1996 was
    approximately $4,543, and the accrued liability was approximately $17,863.

C.  Capital  Share  Transactions  -- The  Fund is  authorized  to issue up to 40
    million  shares  of  capital stock, par value, $.001 per share, all of which
    shares are designated as common stock (20  million  ISI  Class,  15  million
    Flag Investors Class A, 2.5  million  Flag  Investors  Class B, 500,000 Flag
    Investors Class D and 2 million undesignated). Transactions in shares of the
    Fund were as follows:


                                       ISI Class Shares
                               -----------------------------------
                                  For the             For the
                                 Year Ended          Year Ended
                                Oct. 31, 1996       Oct. 31, 1995
                               ---------------      --------------
Shares sold                         585,014              794,506
Shares issued to share-
  holders on reinvest-
  ment of dividends                 246,345              314,194
Shares redeemed                    (924,026)          (1,531,414)
                                -----------         ------------
Net decrease in shares
  outstanding                       (92,667)            (422,714)
                                ===========         ============
Proceeds from sale
  of shares                     $ 6,198,720         $  7,981,927
Value of reinvested
  dividends                       2,588,981            3,165,983
Cost of shares
  redeemed                       (9,754,108)         (15,420,090)
                                -----------         ------------
Net decrease from
  capital share
  transactions                  $  (966,407)        $ (4,272,180)
                                ===========         ============


                                                                              13


<PAGE>

NOTES TO FINANCIAL STATEMENTS (concluded)


                                   Flag Investors Class A Shares
                                -----------------------------------
                                   For the              For the
                                 Year Ended           Year Ended
                                Oct. 31, 1996        Oct. 31, 1995
                                -------------        -------------
Shares sold                          200,140             323,698
Shares issued to share-
  holders on reinvest-
  ment of dividends                  114,250             161,945
Shares redeemed                     (736,822)         (1,256,958)
                                 -----------        ------------
Net decrease in shares
  outstanding                       (422,432)           (771,315)
                                 ===========        ============
Proceeds from sale
  of shares                      $ 2,079,607        $  3,206,244
Value of reinvested
  dividends                        1,200,959           1,628,993
Cost of shares
  redeemed                        (7,734,234)        (12,775,509)
                                 -----------        ------------
Net decrease from
  capital share
  transactions                   $(4,453,668)       $ (7,940,272)
                                 ===========        ============

D.  Investment  Transactions  -- Purchases and sales of  investment  securities,
    other than short-term obligations, aggregated $37,410,967  and  $37,816,283,
    respectively, for the year ended October 31, 1996.

    At  October  31,  1996,  aggregate  gross  unrealized  appreciation  for all
    securities  in which  there is an excess of market  value  over tax cost was
    $2,651,116 and aggregate gross unrealized depreciation for all securities in
    which there is an excess of tax cost over market value was $873,615.

E.  Net Assets -- At October 31, 1996, net assets consisted of:

    Paid-in capital:
      ISI Class Shares                   $ 84,239,302
      Flag Investors
        Class A Shares                     39,693,227

    Undistributed net realized
      short-term gains from
      security transactions                   194,121

    Unrealized appreciation of
      investments                           1,777,501
                                         ------------
                                         $125,904,151
                                         ============

        This report is prepared for the general information of shareholders.  It
   is authorized for distribution to prospective investors only when preceded or
   accompanied by an effective prospectus.

        For more complete information regarding any of the ISI Funds,  including
   charges and expenses, obtain a prospectus from your investment representative
   or directly  from the Fund at  1-800-955-7175.  Read it carefully  before you
   invest.

14

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS


To the Shareholders and Directors of
Managed Municipal Fund, Inc.:

     We have  audited  the  accompanying  statement  of net  assets  of  Managed
Municipal  Fund,  Inc. as of October 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 five years in the period then ended. These financial  statements and
financial  highlights  are the  responsibility  of the  Fund's  management.  Our
responsibility  is to  express  an opinion  on these  financial  statements  and
financial highlights based on our audits.

     We conducted  our audits in accordance  with  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.  Our procedures  included  confirmation  of investments  owned as of
October 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
Managed  Municipal  Fund,  Inc.  as of  October  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 its  financial  highlights  for the
period then ended, in conformity with generally accepted accounting principles.



COOPERS & LYBRAND L.L.P.

Baltimore, Maryland
December 2, 1996

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